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Executives

Karen Fugate – Vice President of Investor Relations

Gary Winterhalter – President and Chief Executive Officer

Mark Flaherty – Senior Vice President and Chief Financial Officer

Analysts

Emily Shanks – Barclays Capital

Karru Martinson – Deutsche Bank

Todd Harkrider – Goldman Sachs

Grant Jordan – Wachovia

Carla Casella – JP Morgan

Linda Bolton-Weiser – Caris & Company

Joseph Altobello – Oppenheimer & Co.

[Duncan Vise] – AIG

Peter Grondin – OSS Capital

Laura Richardson – BB&T Capital Markets

Sally Beauty Holdings Inc. (SBH) F4Q08 Earnings Call November 20, 2008 11:00 AM ET

Operator

Good morning, ladies and gentlemen, and welcome to the Sally Beauty Holdings conference call to discuss the company's fourth quarter and fiscal year 2008 financial results. (Operator Instructions) Now I would like to turn the call over to Karen Fugate, Vice President of Investor Relations for the company. Please go ahead, ma'am.

Karen Fugate

Thank you. Before we begin I'd like to remind you that certain comments, including matters such as forecasted financial information, contracts for business, and trend information made during this call may contain forward-looking information with the meaning of Section 21-E of the Securities and Exchange Act of 1934.

Many of these forward-looking statements can be identified by the use of words such as may, will, should, expect, anticipate, estimate, is being continued, project, plan, believe, and similar words or phrases. These matters are subject to factors that could cause actual results to differ materially from expectations. Those factors are described in Sally Beauty Holdings SEC filing, including its most recent annual report on Form 10-K being filed today.

The company does not undertake any obligation to publically update or revise its forward-looking statements. The company has provided a detailed explanation and reconciliations for its adjusting audience in non-GAAP financial measures in its earnings press release and on its Web site.

With me on the call today are Gary Winterhalter, President and Chief Executive Officer, and Mark Flaherty, Senior Vice President and Chief Financial Officer. Now I would like to turn the call over to Gary.

Gary Winterhalter

Thank you, Karen, and good morning, everyone. Thank you for joining us for our fiscal 2008 fourth quarter and full year earnings call. I'll begin today's discussion with a high-level review of our full year financial results followed by a review of our business initiatives. Mark will then take you through the 2008 fiscal fourth quarter and full year in more detail.

As you saw from our press release this morning, we had a solid financial result for the year. Both segments executed well on their 2008 strategic initiatives leading to sales growth, gross margin expansion, and strong earnings performance. For the fiscal year we reported consolidated net sales of $2.65 billion, growth of 5.3%. Consolidated same store sales grew 2.6%, in line with our historical trend.

Gross profit margin improved 70 basis points to 46.6%. Adjusted net earnings grew 35% to $81 million, resulting in adjusted earnings per share of $0.44. GAAP net earnings were $78 million, up 74.4%, with earnings per share of $0.42. Year-end total store count was 3,773, an increase of 5.7%, or 205 stores, of which organic growth represented 4.3% and acquisitions 1.4%. We drove unit growth in the Sally division by 150 stores to reach a total of 2,844 Sally stores worldwide.

Our long-term growth initiative remains the same to build our total store base organically 4% to 5% per year, and to make strategic and synergistic acquisitions, both domestic and international, where appropriate. We enter the year with $100 million of cash and cash equivalents, which includes the $75 million drawdown under the ABL revolving credit facility from this September. If you recall, we drew down this money to increase our cash position in order to preserve our financial flexibility in light of the dislocation in the financial markets.

In addition to cash, we ended the fiscal year with $276 million available on our revolver. Had we not drawn down the $75 million in September our revolver outstanding balance would have been $0 at the end of the fiscal year. We believe that our historical earning performance and cash generation, combined with access to the revolver, provides us more than adequate long-term liquidity.

Turning to the segments full year performance, Sally Beauty Supply had year-over-year sales growth of 6.6%, gross margin expansion of 40 basis points, and operating profit growth of 4.9%. Same-store sales for the year grew 1.2%. Sally's growth was somewhat dampened by fourth quarter same store sales performance, which was negatively impacted by the weakening economic environment in the UK and the disruptions in operations from hurricane-related weather in several key states.

We are two months into our rollout of the CRM program and are encouraged by the results. The average sale for a Beauty Club Card customer is consistently several percentage points higher than a non-Beauty Club Card customer. Our objective is to increase the number of cardholders to drive incremental sales. Although it's too soon to measure meaningful results, we believe that going forward both store transactions and sales will realize incremental growth as this program gains traction.

Our customer acquisition program uses analytics to identify potential retail prospects by product category, region, and demographics. In October we launched our direct-mail flyer to 1.1 million perspective customers and to our top Beauty Club customers within 400-store vicinity. The flyer is the first of its kind for Sally Beauty, featuring hair color and color maintenance products with a 20%-off coupon. So far the coupon redemption is higher than we expected.

Our e-commerce site now includes more than 6,000 beauty products. The site was redesigned to expand features and functions, easier navigation, and an enhanced online loyalty program. The shopping and search capabilities have been redefined, allowing customers to easily locate products, find expert advice, and product recommendations. Please have a look at SallyBeauty.com.

Our BSG segment performed well this year. Sales grew 3.2% to reach $975.3 million. Keep in mind the first four months of the year include impact of lost sales from a large supplier. In fact, revenue growth in the second half of fiscal 2008 was 7%. BSG same store sales for the year were up 6.9%, primarily due to the success of our vendor diversification efforts through the introduction of new product lines in our stores and direct sales consultants.

BSG's gross profit improved by 100 basis points over last year. This expansion was driven by a positive shift in mix to store sales, the elimination of pressure from lower margin products in our franchise-based business, and successful cost reduction programs. Operating margin reached 8.3% for the year, over 160 basis point improvement from a year ago. Higher gross profit, lower advertising costs, and a decline in sales consultant retention guarantees helped drive improvement.

During the fourth quarter BSG acquired professional beauty distribution companies, Glamour Sources and S.S. Keddy & Sons, located in the Canadian Maritime provinces. The combined companies have 11 stores and direct sales consultants, but most importantly, provide BSG a presence in Canadian territories where it previously did not operate. We intend to expand BSG's store base, both organically and through acquisitions, to increase our footprint in existing geographies and enter new territories.

In October Farouk Systems notified us they will terminate their distribution agreement with BSG excluding BSG's franchise business. You will recall the changes in our relationships with suppliers occur often and this is not the first time we've had a situation like this with Farouk. Outside of our franchise business, product sales from Farouk in 2008 represented only 2% of BSG sales.

Over time our Farouk chief sales have struggled as these products are widely available in the retail marketplace, and we believe we can easily replace these sales from other electrical appliance manufacturers.

Our warehouse optimization project is complete. We've consolidated five distribution centers, Venetia, California, Salt Lake City, Utah, Chatsworth, California, Fargo, North Dakota, and Austin, Texas. Our Fresno, California warehouse is now fully operational. For the year, expenses associated with this project totaled $4.7 million. We anticipate savings realized in fiscal '09 to be in the range of $8 million to $10 million, and expect annualized savings from this project of $10 million in fiscal year 2010 and beyond.

So to summarize, we executed well and posted solid financial results for the year, and although the economic outlook in the U.S. and UK remains challenged for the near-term, we believe that history has proven consumers will continue to buy beauty products even in a recessionary environment.

Now Mark will provide more financial detail for the fourth quarter and full year. Mark.

Mark Flaherty

Thanks, Gary. First I'll start out with the fourth-quarter consolidated results. Consolidated net sales for the fourth quarter increased 5.1% to $672.2 million. This increase is principally driven by same store sales growth of 2.2% and revenue growth from new store openings. Consolidated gross margin in the fourth quarter improved 60 basis points to 46.8% over fiscal 2007 fourth quarter. Gross margin improvement was driven by both operating segments through favorable product and customer mix, and low-cost sourcing.

Fourth quarter consolidated SG&A expenses were $230.8 million, or 34.3% of sales, an increase from 32.9% in the year-ago quarter. SG&A expenses increased by $20 million compared to the fiscal 2007 fourth quarter. Approximately $10 million, or half this increase, is due to rent and occupancy related expenses from new stores and through acquired businesses.

The remaining increase is due in part to warehouse optimization costs, higher advertising expenses associated with Sally Beauty's launch of the CRM campaign, which are offset in gross profit through vendor rebates and concessions. Unallocated corporate expenses increased $5 million, principally due to higher professional fees and foreign exchange losses incurred from the settlement of intercompany loans, each of which were associated with our foreign subsidiary reorganization project.

This project is anticipated to reduce local recording requirements, improve our international holding company structure, and reduce corporate costs in the long-term. Consolidated operating earnings in the fourth quarter declined $2 million to $70.9 million, with operating margins down 80 basis points to 10.6%. Fourth quarter performance was dampened by higher professional fees and foreign exchange losses, resulting in the reorganization project, as well as the economic slow down and disruptions due to hurricane-related weather.

Interest expense netted interest income for the fiscal 2008 fourth quarter was $35 million, which included $2 million in non-cash credit related to our interest rate swap transactions. Interest expense declined $12 million over last year's quarter, primarily due to lower rates on our loan facility.

Our adjusted net earnings were $20.2 million, a slight decline over the year-ago quarter. Adjusted net earnings per share were $0.11 after adjusting for a non-cash interest credit of $1 million net-of-tax for the mark-to-market changes in the fair value of our interest rate swaps. On a GAAP basis, net earning for the fiscal 2008 fourth quarter were $21.5 million, an increase of 27.4%, with diluted earnings per share of $0.12.

Adjusted EBITDA for the fourth quarter was $85.6 million, a 2.7% decline compared to $87.9 million in the prior year quarter. This decrease is primarily due to higher SG&A expenses. As I had mentioned previously, SG&A increased over the last year due to higher professional fees and foreign exchange losses incurred with the settlement of intercompany loans associated with our foreign subsidiary reorganization project, higher advertising costs, and occupancy expenses from new stores.

For the fiscal 2008 year, consolidated net sales increased $134.4 million, or 5.3%, to reach $2.7 billion. This increase was principally driven by same store sales growth of 2.6%, as well as additional sales from acquired and net new stores. For the fiscal year, gross profit margin was 46.6%, up 70 basis points over a year ago. The gross margin improvement was driven by both operating segments through favorable product and customer mix, as well as cost reductions.

SG&A expenses for fiscal 2008 were $903.1 million, or 34.1% of sales, compared to SG&A expenses in fiscal 2007 of $857.3 million, or 34.1% of sales. The $45.8 million increase is principally due to expenses associated with the increase in sales volume, costs related to opening of new stores and acquisitions, as well as higher advertising expenses in connection with the company's CRM initiatives.

Unallocated corporate overhead expenses were $83.2 million, including share-based compensation expense of $10.2 million. For fiscal year 2009, we anticipate unallocated corporate expenses to be in the range of $80 million to $85 million, including share-based compensation expense of approximately $10 million.

For fiscal 2008, interest expense net of interest income was $159.1 million and included a $4.6 million non-cash charge related to our interest rate swap transactions. As a reminder, these marked-to-market adjustments are the proper GAAP accounting treatment for a swap that does not meet hedge accounting requirements.

For the fiscal year 2008, adjusted net earnings grew 35.3% to $80.5 million, or $0.44 per diluted share, after adjusting for $2.9 million net of tax in non-cash interest charges from the marked-to-market changes in the fair value of our company’s interest rate swaps.

For the fiscal year 2007, adjusted net earnings was $59.5 million after adjusting for $1.6 million net of tax in non-cash charges related to interest rate swaps and $13.4 million of adjustments related to the separation from Alberto Culver. A detailed explanation of these 2007 adjustments is included in our press release on Schedule C.

On a GAAP basis, net earnings for fiscal year 2008 were $77.6 million, or $0.42 per diluted share. Fiscal 2008 adjusted EBITDA was $341.7 million, an increase of 10.4% from $309.5 million in fiscal 2007. This increase is primarily due to the growth in operating earnings from both segments.

And turning to the business segments starting with Sally Beauty, Sally Beauty’s fourth quarter results were negatively impacted by the weak economic environment in the UK, as well as disruption in operations from hurricane-related weather events in several key states. Net sales in the fourth quarter were $429 million, an increase of 4.3%, with same store sales up 90 basis points. We estimate the weather impact of our fourth quarter same store sales to be approximately 50 basis points.

Net sales for the Sally Beauty segment for the fiscal year 2008 increased $104 million, or 6.6%. Sales increased principally from same store sales growth of 1.2%, acquisition-related revenue of 3.6%, and sales growth from new stores of 1.7%. Although immaterial in 2008, but beginning in fiscal year 2009 we will be including our Sally Beauty e-commerce sales in our same store sales calculations.

Gross profit for the quarter for Sally increased $11 million, or 5.3%, over the year-ago quarter, which was a 50 basis point improvement. For the year, gross profit increased 7.5% to reach $858 million, with gross margin improvement of 40 basis points. This increase for the quarter and the full year was primarily the result of a shift in product mix and improved international business margins, partially offset by the increase of promotional initiatives in the U.S., as well as higher freight costs.

The Sally segment reported fourth quarter operating earnings of $73 million. Operating margins were 17% of sales, down from the year-ago quarter of 17.6%. Segment operating earnings for fiscal 2008 increased 4.9% to $285.2 million. Operating margins were 17.1%, compared to 17.3% for the fiscal year 2007. The decrease in Sally Beauty Supply's segment operating margins for the quarter and the full year was primarily a result of a higher mix of lower margin international business.

Returning to the BSG business, fourth quarter net sales for BSG were $243 million, up $15 million, or approximately 6.4% from the prior year, with same stores sales up 6.1%. For the year net sales were $975 million, an increase of $30.6 million, or 3.2%. This growth is attributed to the same store sales growth of 6.9% and net sales from new stores of approximately 1.9%. If you recall the first four months, as Gary alluded to, of this year, the results for the year include the impact of lost sales from a large supplier.

The same store sales growth in the fourth quarter for BSG in the full year is attributed to our vendor diversification through the introduction of new product lines. Gross profit for BSG in the fourth quarter increased approximately $8.5 million, or 9.9%, compared to the year-ago quarter. Gross margin was 38.5%, an increase of 120 basis points.

For the year gross profit increased $21.1 million, or 6%, as compared to the fiscal year 2007. BSG’s gross profit margin increased to 38.6%, which was a 100 basis-point improvement. This increase in the fourth quarter and the full-year margins was due to primarily to a shift in the sales mix towards company-operated store sales volume, as well as the introduction of new product lines during the year.

Segment operating profits for BSG in the fourth quarter increased 17% year-over-year to $20.1 million. Operating margins strengthened to 8.3%, an 80 basis point improvement from the year-ago quarter. For the year BSG’s segment operating earnings increased $17.5 million, or 27.5%, to $80.9 million. Operating margins were 8.3% for the year, which was a 160 basis point improvement. Operating improvements through the year reflect BSG’s efforts to improve the sales mix, broaden product mix, reduced expenses, and consolidate back office functions.

Expenses for the BSG warehouse optimization project were $1 million in the quarter and $4.7 million for the full year. As we have discussed, the project is nearly complete and on track to deliver anticipated savings in fiscal 2009 in the range of $8 million to $10 million.

In looking at our consolidated balance sheet, cash and cash equivalents increased $61.5 million to $99.8 million at September 30, 2008, compared to September 30, 2007, primarily due to the $75 million that we borrowed under our ABL revolving credit facility in September of 2008, to increase our cash position in order to preserve our financial flexibility in the light of recent dislocation of financial markets.

We explained earlier this year that working capital improvements would be constrained by the introduction of new brands in Sally and BSG, as well as the seating of a new warehouse, as we consolidated a number of our facilities this year. As a result, working capital on September 30th was up $13 million over last year, to reach $367.2 million. On a sequential basis, fiscal 2008 fourth quarter versus fiscal 2008 third quarter, inventory declined approximately $12 million.

By midyear fiscal 2009 we anticipate inventory levels to normalize, as well as anticipate that working capital changes will gradually turn into a source rather than a use of cash. We ended the year with approximately $276 million worth of borrowing capacity under our ABL facility. Had we not served to maintain at least $75 million in excess cash at the end of September 30, 2008, we would have had no outstanding borrowings on our ABL facility at the end of this year.

In the fourth quarter we paid down $4.2 million of our senior term loans. As of September 30, 2008 our debt, excluding capital leases, totaled approximately $1.8 billion. Capital expenditures totaled $9.9 million for the quarter and $45.6 million for fiscal 2008. Included in the fourth quarter and the full year results, our capital expenditures associated with the warehouse optimization project of $1.3 million and $14 million respectively. We do not anticipate any further material capital spending or expenses to occur with respect to the warehouse optimization project.

For fiscal 2009, we anticipate capital expenditures to be in the range of $40 million to $45 million. Now I’d like to turn the call back over to Gary.

Gary Winterhalter

Thank you, Mark. In summary we had a good year ending with solid financial results and executing on several key initiatives, positioning us well as we head into fiscal year 2009. Our 2009 strategic objectives remain the same as last year, to build our store base organically 4% to 5%, and when appropriate, make strategic and synergistic acquisitions to improve margin and increase profitability. We believe there are several opportunities across the business to do both.

And lastly we will take a balanced approach in our use of cash investing in our growth and paying down debt. And although we are not recession-proof, our history of resiliency in a down economy combined with our strong management team gives me confidence that we will have another successful year in 2009.

As always, thank you for your interest in Sally Beauty Holdings, and now we will turn it back to the operator to take your questions.

Question-and-Answer Session

Operator

(Operator Instructions) Your first question comes from Emily Shanks – Barclays Capital.

Emily Shanks – Barclays Capital

I have a follow up question just around SG&A. I wanted to make sure I am understanding this right. If I follow, it’s up about $20 million year-over-year, $10 million is due to the incremental rent and occupancy costs, and then you said the remaining was due to CRM and so forth, but then you talked about the unallocated corporate expense being up $5 million. I’m just trying to understand this. Unallocated corporate expenses in that SG&A number is that correct?

Mark Flaherty

Yes.

Emily Shanks – Barclays Capital

How does that spread? Those don’t add up.

Mark Flaherty

Yes we have $10 million that’s related to new store growth and SG&A related to acquisitions that were done during the year, and then you have $10 million of additional costs, primarily $5 million of that is SG&A in our unallocated corporate expenses, and that breaks down in which there’s approximately $1 million worth of costs for professional fees, and there’s another $3 million worth of costs related to foreign currency translation adjustments for the cash settlement of some intercompany notes, with respect to our foreign energy reorganization project.

Emily Shanks – Barclays Capital

And then just a follow up to that – as we think about rent and occupancy related expense costs increasing, can you just explain a little bit more about that? Are those leases that are really not and is that something, a trend, that we should expect to see continue?

Mark Flaherty

No. The $10 million you’re talking about?

Emily Shanks – Barclays Capital

Yes.

Mark Flaherty

It’s increased. We opened 205 new stores, and the other SG&A expenses associated with acquisitions that we’ve made.

Emily Shanks – Barclays Capital

So it has nothing to do with leases rolling off. The 100% really gets to be new stores and acquired stores?

Mark Flaherty

Yes.

Operator

Your next question comes from the line of Todd Harkrider – Goldman Sachs.

Todd Harkrider – Goldman Sachs

Muriel's a sound burst company so I don’t want to try to put a number around the mistake they might have in buying their own distribution center, or system, but can you talk about if you think they’ve lost market share in the salon channel from their move and how much share Goldwell might have picked up since you’re doing a great job of growing that product and expanding it, and how we expect to see BSG sales for 2009?

Gary Winterhalter

Well I think there’s no question given the growth of Paul Mitchell, Goldwell, JOICO, and ISO, and the other brands that we’ve replaced that business with, that those brands have gained market share and obviously it had to be at the expense of some of the L’Oreal brands, but I haven’t seen any market share numbers recently. They normally are only out once a year and probably won’t be out until spring.

Todd Harkrider – Goldman Sachs

Then how should we look at BSG sales for 2009?

Mark Flaherty

I think BSG will continue what BSG has been doing. They had very, very strong growth this year, particularly in the last half, because as Mark stated, the first five months we still had the comparisons to fiscal ’07, which made the first half a difficult comparison, but we continue to make very small but very strategic acquisitions to gain new brands or bid into some new geographies.

We’ll continue to do that, and all of the things that we are doing in partnership with our manufactures on the BSG side seem to be working, so we’re seeing organic growth there as well and I expect that to continue.

Todd Harkrider – Goldman Sachs

And can you talk a little bit more about the new products and introductions on the Sally store side, like China Glaze or Femme Couture? If you have the D Eva [inaudible] for Lave products in your stores yet since WWD said he's going to carry them? And I was hoping to get a little bit more color or metrics of what kind of sales your gross profit left per linear foot you are seeing on your new product introduction.

Gary Winterhalter

I didn’t get your comment about WWD, but our China Glaze, in particular, and Femme Couture introductions have been huge, huge successes for us. Mineral make up is a hot thing right now and our Femme Couture line is very reasonably priced for a mineral makeup. China Glaze was a brand that existed in the professional industry for a long time and has a great deal of brand awareness, and bringing it into Sally was just a huge home run, and like I said I didn’t catch the part about WWD.

Todd Harkrider – Goldman Sachs

Well the D Eva by [Solati] products. Those are getting a lot of buzz. I didn’t know if you all were planning to carry those as well, or not?

Gary Winterhalter

No. We typically wouldn’t get into any brands that are in mass retail, or even in limited retail. Femme Couture is a brand that we own, and China Glaze is exclusively in the professional beauty industry.

Operator

Your next question comes from the line of Karru Martinson – Deutsche Bank.

Karru Martinson – Deutsche Bank

Certainly would say that you guys are a very resilient retailer. I guess October would have been a real test of that theory. What did you guys see in terms of the consumer and the trade-down as, I think, really contesting your business model at that point?

Gary Winterhalter

Well I guess the only comment that we’ll make on October at this point, since it’s obviously in our first quarter of ’09, is that our same store sales remain positive, which I think is a testament to the strength of our model and the resiliency of our concept. We feel good about, obviously on a bit guarded basis, but we feel good about the first quarter, but it’s tough out there. There’s no question about that.

Karru Martinson – Deutsche Bank

And in terms of the, kind of the balance approach for the use of cash growth and paying down debt, are we looking beyond the $100 million amortization payments here, the bonds trading off, and what’s your mindset for repurchasing here in the open market?

Gary Winterhalter

Well yes. We certainly feel that our capital structure – certainly we still believe in the ability to generate pre cash flow through our new store growth, and certainly through our long-term strategy in terms of continuing to grow organically and pursue acquisitions diligently where that makes sense. Certainly if you are referring to where our bonds are trading and things like that, certainly the argument could be made that possibly down the road, or it may make a compelling argument to be repurchasing bonds.

Certainly we’re not prohibited from doing that on the open market; however, there are certain quantitate of limits that our loan agreements put on us as well. We would need approval through our board of directors, and certainly pre announce to our stockholders, but we still believe strongly in our long-term strategy, but if there wasn’t a compelling acquisition opportunity out there certainly we will not be opposed to retiring debt, either paying down debt or looking at other options.

Karru Martinson – Deutsche Bank

Just lastly on the CRM program here. Have we seen the bulk of the advertising, or should we kind of expect that to continue into the first quarter or even beyond it, and what beyond kind of the mailings that you are doing? And I have to say you guys caught my house as well with one of those flyers. So what beyond that are you guys doing?

Gary Winterhalter

Well we have a long way to go with just that, as I mentioned. We’ve only done this in the vicinity around 400 of our stores, and we also know from the test that we did on this last spring that you’ll be seeing more than just that one piece, because it takes four, or five, six pieces to get the maxim return out of this program that we want to see, so obviously your wife or female in your household, that lines up with our target customer.

So that’s where we will be focusing most of it, and it certainly isn’t just an October thing. It’s going to be the bulk of our advertising effort throughout fiscal 2009 on the retail side of our business, and I’ll remind you that we got tremendous cooperation from our supplier community last spring that is offsetting most of the cost of this, so even though you see it as an increase advertising expense, it’s to a large degree offset in our gross profit line, which is where our advertising allowances are taken.

Operator

Your next question comes from Grant Jordan – Wachovia.

Grant Jordan – Wachovia

I appreciate the comments on October. Not to get into specific guidance, but maybe you could just give us an idea, as clearly the consumer environment has softened, have you seen a change in the products your customers are purchasing and how do you respond to that, particularly as we head into the holidays? I know your business isn’t heavy with holiday product, but there is some of the electric product.

Gary Winterhalter

Well what we’re seeing, I guess, doesn’t surprise us. I’ve said many times that to a large degree we’re a destination stop for our customers, and what we are seeing is actually more frequent visits from customers. They’re spending a little less on each visit. So on the professional side, which is half our business if you look at Sally and BSG combined, I think it stands to reason that cosmetologist are buying what they need in a very short-term.

In another words they are buying what they need for two or three days business and then they come back, so it’s interesting but encouraging that we’re actually seeing increased traffic, but a smaller average sale, which is not unexpected. Talking about this quarter, I think if there is any good news for us, we had a soft quarter last year, which I think we weren’t on our game as much as we are today, so I have hopes that that will help us get through this quarter, but I think that it’s going to be a very difficult Christmas.

Now again, our average retail sale, depending on whether it’s a Beauty Club Card customer or not, is somewhere between $12 and $22, so it’s not somebody buying an expensive TV or clothing or something like that. So I think to a large degree that some of the trade-down that we’re seeing is from some of the more expensive brands, not only in liquids, but also in electrical appliances, which I’m hoping will help our business this holiday season.

Grant Jordan – Wachovia

And then my last question. You talked about the coupons that were sent out in October, and you actually had a higher than expected redemption rate. Will that have an impact on margins, or is that an overall positive, given the increase traffic?

Mark Flaherty

No. It actually ends up being a positive, because the mix that the retail customer, or Beauty Club Card customer, purchases and the increase in their purchase size really doesn’t have much of an impact on our margins. Also the thing that we’re finding, which again is not a surprise because we saw a lot of this on the BSG side last year, is that the 400 stores that this being mailed around are seeing a significantly higher increase in business than the coupon redemptions would dictate, which simply tells me, again as we saw on the BSG side of our business, a lot of people see this

advertising and they’re either just not coupon kind of people or they forget to bring the coupon with them or something. But I would expect, given the sales increase we’re seeing in those 400 stores, to see even higher coupon redemption, but that’s a good thing. We’re getting the benefit of advertising without taking the margin hit if there is no coupon redeemed in the sale.

Grant Jordan – Wachovia

So far you’ve only couponed around 400 of your 2,800 company-operated Sally Beauty stores?

Gary Winterhalter

That’s correct.

Grant Jordan – Wachovia

And what are the plans to role that coupon program out to the remaining?

Gary Winterhalter

Well it will be rolled out. As I said to you, those 400 stores will get somewhere between four and six mailings. What you saw at your home was just the first. The second is actually going out right now, and then we will add another group of stores that will start on their first of four or six, and then another group. Once we feel confident that the test results we saw in the spring are the same results we’re going to see in a roll out. We will probably speed that up, but we’re being cautious right now as I think is prudent given the situation that everybody is in.

Operator

Your next question comes from the line Carla Casella – J.P. Morgan.

Carla Casella – JP Morgan

Most of my questions have been answered, but I just wondered if maybe you could give us any more color in terms of the salon traffic? I mean we’ve heard from some competitors that salon business is off significantly this year, and your professional business seems to be doing much stronger. Do you think it’s trade-down, or is there any other way to explain why you’re out performing?

Gary Winterhalter

Well keep in mind when you say competitors, we're not really a competitor to anyone in the salon industry that operates beauty salons because we don’t operate beauty salons. And also keep in mind that when a salon says that their visits are slowing down, around over 90% of a salon's revenue is labor and it’s not related to product, so the salon industry can slow down significantly. Our pain of that is going to be much less, because it’s relative to the 6% to 10% that’s actually product used in those services.

But to answer your question, we are getting comments from our best customers that traffic is slow in salons. People are trying to stretch out the time between salon visits. Now you know that’s a two-edged sword. It kind of hurts the salon business, but when people decide to try and do some of these services at home, our hopes are, and it’s proven in the past, that they still want to use professional products, so they will come into Sally to purchase those products and do some of this stuff at home still using professional products.

And on the BSG side, I think what happens is the booth renters, who are a significant part of BSG store business, actually can get more active, because people are looking to either trade down in the cost in not going to a salon and going to a booth renter if they think that’s an alternative from a price standpoint, but what you’re hearing from, as you called them our competitors, the salon operations, is absolutely true.

Operator

Your next question comes from the line of Linda Bolton-Weiser – Caris & Company.

Linda Bolton-Weiser – Caris & Company

Just a couple number questions, I was wondering if you could tell me how much cash was spent on acquisitions in the fourth quarter of ’08.

Gary Winterhalter

It was minimal. The acquisitions were in Canada. What was it, Mark, $4 million? About $4 million.

Linda Bolton-Weiser – Caris & Company

And then that increase in the BSG number of stores in the quarter, the 14, was 11 of the 14 from those acquisitions?

Gary Winterhalter

Eight was.

Linda Bolton-Weiser – Caris & Company

And then, do you have a number, like for FX translation effects on sales growth for the company overall, and then the two segments in the quarter?

Mark Flaherty

I can give it to you consolidated. For the year it was – we were positive where it was $18 million for the year on the top line and then it was a fairly nominal impact. I mean both the top line and the bottom line were impacted less than 1%.

Linda Bolton-Weiser – Caris & Company

Okay and then just in terms of – do you – I know you’ve said many times that your overall company same store sales growth has never been negative I think in the history of the company. Is that true of the same store sales growth for just the Sally’s stores piece too?

Gary Winterhalter

Yes per quarter; when we say that we’re talking quarters. We have had a month hear and there where you have negative same store sales but we’ve never had negative same store sales for a quarter in the Sally division.

Linda Bolton-Weiser – Caris & Company

And then the inventory goal that you talked about in terms of normalizing the level by mid '09 is that – how dependent is reaching that goal on the general economy and the level of your same store sales growth?

Gary Winterhalter

How are we going to do that? Is that the question?

Linda Bolton-Weiser – Caris & Company

Yes, like is it – I am just trying to understand like if your business really slows down a lot more than you think can you still reach that goal for other systemic reasons or is highly dependent on the general sales environment?

Gary Winterhalter

No, if sales would slow dramatically we’d obviously cut purchases but what’s happening here, Linda, is we went through this distribution consolidation project and we basically had to seed a new warehouse which is a lot of inventory and then fold five into it.

And the other thing is on the BSG side a lot of the brands that we have brought in to replace the business that we had lost in '07, when you bring a new brand in it take awhile before you start to get turns out of it.

You’ve got to seed the stores. You’ve got to have it in the warehouse and then you start selling it. So all those fairly massive influxes of inventory from companies like Goldwell and JOICO and all those that we brought in to replace the brands are now starting to turn and that’s going to help our inventory significantly.

And then also this past year, as the gentlemen mentioned before we have-- we brought in China Glaze, Femme Couture and Paris Hilton Hair, which was unusual for us to bring in three introductions of that size in one year. But again the Femme Couture and the China Glaze are turning like crazy already and the Paris Hilton is working well for us also.

So we believe – we’re pretty confident that – I mean, unless the world will come to an end here and sales would really drop off that inventory will be a source. Our working capital will be a source for us this year instead of a use.

Linda Bolton-Weiser – Caris & Company

Thank you that’s very helpful and then just finally should we still think about kind of like 4% overall square footage growth for FY’09?

Gary Winterhalter

Yes at this point we believe that the economics of our store model are such that we shouldn’t slow that down and we also feel like come January there’s probably going to be a few vacancies in shopping centers out there and we’re hoping that we can start seeking some rent relief in new store openings.

Operator

Your next question comes from Joe Altobello – Oppenheimer.

Joseph Altobello – Oppenheimer & Co.

Two quick questions for you, first in terms of the warehouse savings be it the $10 million for this year. Is that going to occur ratably throughout the year or is that more back end weighted into the second half?

Gary Winterhalter

It’s more back end weighted, Joe. We’ve got some nominal things that we’re doing to kind of get it completely fully operational and it’s kind of just more working out the efficiencies and things like that. So it’s more back end weighted, towards the back half of the year.

Joseph Altobello – Oppenheimer & Co.

And then secondly in terms of balance sheet could you walk us through your covenants and where you guys stand right now?

Mark Flaherty

We’re continuing on the same trajectory as we did in the third quarter. That you’re seeing continued improvement in our covenants. As we demonstrated in the third quarter is that we certainly weren’t close at all on any of our covenants and preliminarily right now is fixed cover charge. We’re at 1.4% which is where we were in the third quarter.

The consolidated secured leverage ratio for the first time has gone below three. It’s at 2.9. And our consolidated leverage ratio in our agreement, and some of these are very technical, but if you’re familiar with some of our covenants that one is at 4.9, so that’s the first time it has gone below five.

Joseph Altobello – Oppenheimer & Co.

Okay so it sounds like you guys are not at risk at least in the near term?

Mark Flaherty

No. I would feel, again since we’ve pointed out is that had we not drawn down on the $75 million we would have had no borrowings outstanding on our ABL facility.

Joseph Altobello – Oppenheimer & Co.

And then lastly I would ask you if I could in terms of the low cost sourcing you guys refer to in the call could you give us some more details on that?

Gary Winterhalter

Sure. It’s about finishing our brush category and our margins in our brush category have went up significantly the last half of fiscal '08 and it’s pretty much complete in our electrical appliance category. Although the – our electrical, we didn’t take it all to low cross country sourcing which we pretty much did in our brush category so we’ve seen a nice bump in margins and electricals as well.

Joseph Altobello – Oppenheimer & Co.

Okay so it’s brush and electrical basically?

Gary Winterhalter

Yes. Those are the two categories that were the prime candidates to be sourced. Just to give you a flavor of that our electrical category went up about 10% points about 25% of it prior to this project was coming from a direct source and it went up 35% and we believe that that will top off in the low 40s in ’09 and then in our brush category we went from like 30% in ’07 to 55% in ’08 and as I said it was mostly in the back half and we believe that in ’09 that will go up to 75%.

Operator

Your next question comes from [Duncan Vise] – AIG.

[Duncan Vise] – AIG

Good morning. Just a couple of questions guys, first just on your operating margins for next year. Given some of the comments that were made when you guys separated from Alberto-Culver you talked about several initiatives you could do within the company to improve operating margins. And just given the current economic environment that we’re in today, if you were just to assume that your business was going to do black comps for next year, would you be able to see operating margin improvement? Or how should we think about your operating margins?

Gary Winterhalter

We believe that we could and again, we have a few things going for us, one of which was just discussed that it helps our gross profit margins which will offset some of the margin enhancement that you’d get in same store sales if they were to go flat, and that obviously is the extra margin we get from our low cost country sourcing as well as our continued improvement in the sale of our own brands.

That was up to over 41% for fiscal ’08 and continues to grow as well as the customer mix shift which we’ve talked about oftentimes where on the Sally side the business gradually becomes more and more retail which is a higher gross profit sale and on the BSG side the stores tend to grow a little faster than the sales consultant business and that’s a higher margin for us.

So we believe we’re in a pretty good position to at least maintain our operating income levels and percentages even if our same store sales were to be fairly flat.

[Duncan Vise] – AIG

And so what are your expectations today? Is it more for a flat operating margin or down or up?

Gary Winterhalter

We don't give guidance, Duncan, but again I keep referring people to take a little look at our history and at this point we hope that will continue.

[Duncan Vise] – AIG

And then just a second question, just on your CapEx you guys did I think around $45 million for the year this year; about $14 or $15 million of that included your warehouse optimization. You're guiding for flat CapEx for next year. Where is that 14 million going towards? Is that going towards new store growth or are there other initiatives that you’re going to be spending capital on?

Mark Flaherty

Yes, I mean on a net basis we’re only down about –we said that we’re $40 to 45 million and if you say take the low end of $40 million then we’re only down $5 million and we spent $14 million on our warehouse optimization so that leaves you with roughly $8 or $9 million of additional projects.

And there are a couple of projects there. None of them call out to $9 million but certainly in aggregate they do. We’ve got some IT initiatives in terms of just some business intelligence software just from a support function standpoint that we’re looking at.

We have some normal IT upgrades. We also are kind of looking at some of the enhancements to some of our consolidation of our international operations specifically in central Europe as well as some enhancements to our UK operations that requires some additional capital that are one time charges for facilities.

And then there is a little bit higher store remodel activity both on the international footprint because we’re certainly rationalizing some of the Pro-Duo stores as well as some of our other international businesses, as well as what we do here in the states.

[Duncan Vise] – AIG

And just lastly, I mean on the warehouse optimization you spent you said $4.7 million that actually ran through your income statement this year. Just peeking into next year, are these projects that you’re outlining or are you going to be incurring expenses associated with those projects that would be flowing through the income statement that may be considered one time?

Mark Flaherty

As far as the ones I just mentioned to you, Duncan, the only one that would have some impact and it would have nowhere near the impact that we went through with the warehouse optimization piece. Some of the business intelligence software there would be some training charges and things like that but again very immaterial.

[Duncan Vise] – AIG

So one time expenses should be down year-over-year then? Is that what you consider maybe nonrecurring?

Mark Flaherty

Yes.

Operator

Your next question comes from Peter Grondin – OSS Capital.

Peter Grondin – OSS Capital

You’ve answered a lot of my questions; it’s been a helpful call. You talked a little bit, Gary, about the same store sales for October and being positive, which was my original question, but I guess what I would like to know is why do you think that’s the case? Is it just the continuation of some of the marketing, new marketing initiatives? Is it trade downs, combination thereof, so forth and so on?

Gary Winterhalter

When you say why, is that the case –

Peter Grondin – OSS Capital

Why do you think your same store sales are positive in October given that a lot of other retailers have had such difficulty and business just basically fell off a cliff in October for a lot of guys?

Gary Winterhalter

Well I think the easiest way to answer that, Peter, is we’re really not like a lot of these other retailers. As I said earlier a large amount of our business is a destination stop for a customer. They use the product that we sell and then oftentimes it’s a solution to a problem that they believe they have with their hair and nails and again it isn’t a large purchase, and I don’t think a lot of these females view it as a discretionary purchase.

I have told you many times that I think most women will have hubby go hungry before they'll quit taking care of themselves and that’s the beauty of the business that we’re in. So I am not surprised by that. As a matter of fact if our same store sales ever fall off a cliff like a lot of them that you’re talking about I’ll –

Peter Grondin – OSS Capital

There will be a lot of hungry guys.

Gary Winterhalter

Well yes that and I’ll be shocked because it’s just not indicative of our industry and –

Peter Grondin – OSS Capital

Right.

Gary Winterhalter

I don’t know how to answer it any better than that, other than to say it wasn’t a surprise. It was kind of much in line with our expectations. And as we mentioned in the fourth quarter, the UK is a lot more sensitive in our industry to the economy than the U.S. seems to be, or Mexico, or even Canada.

So the good news in the UK for us is we’ve made a management change in the UK, which has been planned for quite some time, but we’re going through a process over there of rolling out our assisted replenishment program; which if you, we’ve discussed this many times, and as you’ve seen it in our presentation, when we did that here at Sally back from 2000 to 2002, I believe, we had a nice bump in sales.

We’re seeing the same thing in the UK so I think that some of the softness in the UK economy could be masked for us in 2009 with the roll-out of assisted replenishment and we’re kind of excited about that and trying to get it done as quickly as we can.

And we’re also – we’re still somewhat in the process of remodeling and doing some things to further accommodate the full product assortment in the acquisition storage we made from Salon Services almost two years ago.

Operator

Your final question comes from Laura Richardson – BB&T Capital

Laura Richardson – BB&T Capital Markets

Thank goodness. If you can believe it I still have a couple of questions. I was hoping you could flesh out some of the expenses and also the benefits you expect to get from when talked about the foreign subsidiary consolidation and also for the website. Have there been costs for that and has as it been a drag earning? Did I hear you say those sales are going to go in comp store sales?

Gary Winterhalter

Let me address that part, and then Mark can address the first part. Yes, you’re correct. They will start going into comp store sales for a couple of reasons. We credit the stores for those sales because we want the store people promoting the website. It’s so insignificant to the comp store sales at this point that it’s less than meaningful, so we’re certainly not doing it just to try and bump our same store sales.

And the question about most of the money that was spent on the website was done prior to this past year. We did have some costs associated with the improvements that I mentioned to you in my prepared statements but they weren’t huge relative to the initial start-up costs which were two or three years ago.

Laura Richardson – BB&T Capital Markets

Okay, and was it a drag on the earnings, Gary, or neutral or –

Gary Winterhalter

You mean the e-commerce in general?

Laura Richardson – BB&T Capital Markets

Yes, e-commerce.

Gary Winterhalter

It’s so insignificant, Laura, that I guess it was a slight drag on earnings just because we’ve got bodies involved with that department. And quite frankly, it isn’t making any money for us yet, but it’s just we've just this past quarter gotten the full assortment of product up there. So we’re looking for it to grow but I think as I’ve told all of you many times that our business, our website has always been extremely active but I think people use it more for education and to learn about our products.

But most women still prefer to come in and smell the shampoo and, again, we’re a very problem-solution oriented business so if they don’t always find the answer to a question on the web, they’re still going to come in and talk to a Sally person who, as I’ve also said many times, are mostly hairdressers that work in our stores to help them with these problems.

So I’ve never expected the e-commerce business at Sally to be a huge, huge, business, and I’m not going to be disappointed if it isn’t. I think it’s an adjunct to our business, and I think it’s important that we be in that business. But we’re still in the business of solving problems for people with their hair, skin, and nails and a lot of that takes a personal consultation and smelling the product and seeing how the dryer and the iron works and all that kind of stuff.

Mark Flaherty

The first part of your question, Laura, was that the benefit derived from this entity reorganization project, what it did was, we consolidated a lot of entities that we picked up through acquisitions along the way. What this does on a couple of fronts; one, is it streamlines our holding company entity structure from an international standpoint. It reduces the number of statutory audits that we have to be required to perform over in various other foreign jurisdictions.

And in the other case that it allows us to do is it allows us to move cash freely throughout all of our entities, both internationally and domestically without bearing any significant tax consequence. So in light of where currency is and the ability to consolidate funds and provide a more effective cash management solution to the entire company, this has a lot of benefits to us.

From a tax benefit standpoint it’s tough to speculate, but based on some rough estimates that we’ve put together, we feel that that there’s probably a benefit at somewhere between 25 and 50 basis points off our effective tax rate.

Laura Richardson – BB&T Capital

Okay, and let’s see, is there any SG&A benefit?

Mark Flaherty

There is as far as professional fees for audit services and legal services for compliance of those entities.

Laura Richardson – BB&T Capital Markets

Would you want to try to quantify that and could you be a little more specific on what the cost was that you incurred in Fiscal ’08?

Mark Flaherty

Yes. We incurred approximately $1.2, $1.5 million worth of both accounting and legal fees to reorganize the structure.

Laura Richardson – BB&T Capital Markets

Okay.

Gary Winterhalter

Plus the conversion.

Mark Flaherty

Yes, plus as Gary’s pointed out, it’s also the foreign currency loss that we took for settlement of some of the intercompany notes which – that was another about $2.5 to $3 million.

Laura Richardson – BB&T Capital Markets

And then on the savings side, like how many basis points does that save you in the audit and legal going forward?

Mark Flaherty

Yes, I really don’t break that kind of information out.

Laura Richardson – BB&T Capital Markets

But it’s something.

Mark Flaherty

Yes, it’s obviously enough to make it worth doing this project.

Operator

At this time, I would like to turn the call back to Gary Winterhalter to close.

Gary Winterhalter

Thank you very much, everyone. We appreciate your continued interest in our company, and have a happy Thanksgiving.

Operator

This concludes today's Sally Beauty Holdings conference call to discuss the company's fourth quarter and fiscal year 2008 financial results conference call.

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Source: Sally Beauty Holdings Inc. F4Q08 (Qtr End 9/30/08) Earnings Call Transcript
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