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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): August 28, 2024
 
REGIS CORPORATION
(Exact name of registrant as specified in its charter)
 
Minnesota 1-12725 41-0749934
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No)
3701 Wayzata Boulevard
Minneapolis, MN 55416
(Address of principal executive offices and zip code) 
(952) 947-7777
(Registrant’s telephone number, including area code) 

(Former name or former address, if changed from last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.05 par value
RGS
The Nasdaq Global Market
Rights to Purchase Series A Junior Participating Preferred Stock, $0.05 par value
RGS
The Nasdaq Global Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐


Regis Corporation

Current Report on Form 8-K
 
 
ITEM 2.02    RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On August 28, 2024, Regis Corporation announced the financial results for its fiscal year ended June 30, 2024. A copy of the Press Release issued by Regis Corporation in connection with this Item 2.02 is attached as Exhibit No. 99.1 and incorporated by reference herein.

The information in this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit
Number
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document).



SIGNATURE
 
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  REGIS CORPORATION
   
   
Dated: August 28, 2024 By:/s/ Kersten D. Zupfer
Kersten D. Zupfer
   Executive Vice President and Chief Financial Officer


regis.jpg
Exhibit No. 99.1
Regis Corporation Reports Continued Profitability for the Fourth Fiscal Quarter and Full Fiscal Year 2024
MINNEAPOLIS, August 28, 2024 -- Regis Corporation (Nasdaq GM: RGS), a leader in the haircare industry, today announced financial results for the fourth fiscal quarter and full year ended June 30, 2024.
Matthew Doctor, Regis Corporation's President and Chief Executive Officer, commented: "I am very pleased with the milestones achieved in fiscal 2024 that pave the way for a new day at Regis. The strategic refinancing completed in June 2024 was an outstanding result that puts Regis on solid financial footing and creates flexibility we have not had in years. Our results and continued growth in profitability is a testament to the hard work and dedication of our franchisees and employees. I am excited that for the first time since I have been CEO we are able to grow our franchisees sales and profitability with our undivided focus, and can start taking a longer-term view as opposed to the short-term blocking and tackling that was required to get to this point. With the Zenoti migration complete, and the right organization in place, we are ready to execute on a focused set of priorities to ultimately increase traffic to our salons through operational excellence and drive growth and value creation for all stakeholders."


Business Highlights and Updates:

•Entered into a new senior secured credit facility with TCW Asset Management Company LLC ("TCW"), a leading global asset manager, and Midcap Financial Trust ("Midcap") in June 2024;

•A $105 million term loan replaced the Company's existing debt, reducing outstanding indebtedness by more than $80 million and saving approximately $7 million in cash interest annually. In addition to the term loan, the Company has access to a $25 million revolving credit facility;

•The new revolving credit facility and term loan will mature in June 2029 vs. previous debt maturity of August 2025;

•Completed Zenoti point-of-sale migration in August 2024; majority of earned migration proceeds to be received in the second quarter fiscal 2025




Financial Highlights:
Fourth quarter fiscal 2024 compared to fourth quarter fiscal 2023:
•System-wide revenue of $293.7 million versus $311.8 million in the fourth quarter fiscal 2023, a decline of $18.1 million; and system-wide same-store sales decreased 1.3%;
•Operating income of $4.6 million versus $3.6 million in the fourth quarter fiscal 2023; a $1.0 million improvement;
•Adjusted EBITDA of $7.4 million versus $5.2 million in the fourth quarter fiscal 2023, a $2.2 million improvement;
•Franchise adjusted EBITDA of $6.1 million versus $5.5 million in the fourth quarter fiscal 2023, a $0.6 million improvement;
•Net income of $91.2 million versus a net loss of $4.8 million in the fourth quarter fiscal 2023, a $96.0 million improvement; and
•Diluted earnings per share of $38.10 versus $2.07 loss per diluted share in the fourth quarter fiscal 2023, a $40.17 improvement.
Full fiscal year 2024 compared to full fiscal year 2023:
•System-wide revenue of $1,179.5 million versus $1,230.5 million in fiscal year 2023, a decline of $51.0 million; system-wide same-store sales improved 0.7%;
•Operating income of $20.9 million versus $8.8 million in fiscal year 2023, a $12.1 million improvement;
•Adjusted EBITDA of $25.9 million versus $21.0 million in fiscal year 2023, a $4.9 million improvement;
•Franchise adjusted EBITDA of $26.3 million versus $22.8 million in fiscal year 2023, a $3.5 million improvement;
•Net income of $91.1 million versus a net loss of $7.4 million in fiscal year 2023, a $98.5 million improvement; and
•Diluted earnings per share of $38.34 income per diluted share versus a $3.18 loss per diluted share in fiscal year 2023, a $41.52 improvement.


Fourth Quarter Fiscal Year 2024 Consolidated Results
Three Months Ended June 30,Twelve Months Ended June 30,
(Dollars in millions, except per share data)2024202320242023
Consolidated revenue$49.4 $55.7 $203.0 $233.3 
System-wide revenue (1)293.7 311.8 1,179.5 1,230.5 
System-wide same-store sales comps(1.3)%2.5 %0.7 %4.4 %
Operating income$4.6 $3.6 $20.9 $8.8 
Income (loss) from continuing operations91.3 (4.8)89.1 (11.3)
Diluted income (loss) per share from continuing operations38.14 (2.07)37.50 (4.88)
(Loss) income from discontinued operations(0.1)— 2.0 4.0 
Net income (loss)91.2 (4.8)91.1 (7.4)
Diluted net income (loss) per share38.10 (2.07)38.34 (3.18)
Adjusted EBITDA (2)7.4 5.2 25.9 21.0 
_______________________________________________________________________________
(1)Represents total sales within the system.
(2)See GAAP to non-GAAP reconciliations within the attached section titled "Non-GAAP Reconciliations."


Revenue
Total consolidated revenue of $49.4 million in the fourth quarter and total revenue for fiscal year 2024 of $203.0 million, declined $6.3 million, and $30.3 million, respectively. The declines in both periods were driven primarily by a reduction in non-margin franchise rental income and advertising contributions and the wind down of loss generating salons, partially offset by non-cash revenue resulting from a change in estimate to gift card breakage.

Operating Income
Regis reported fourth quarter 2024 income from operations of $4.6 million compared to $3.6 million in the fourth quarter 2023. Regis reported fiscal year 2024 income from operations of $20.9 million compared to $8.8 million in fiscal year 2023. The improvements in operating income in both periods were driven primarily by lower rent expense, and non-cash revenue resulting from a change in estimate to gift card breakage, partially offset by lower royalties and fees. The year-over-year improvement is also driven by the wind down of franchise product sales and lower general and administrative expenses.



Income (Loss) from Continuing Operations
Regis reported fourth quarter 2024 net income from continuing operations of $91.3 million, or $38.14 income per diluted share, compared to a net loss from continuing operations of $4.8 million, or $2.07 loss per diluted share, in the fourth quarter 2023. Regis reported fiscal year 2024 net income from continuing operations of $89.1 million, or $37.50 income per diluted share, compared to a net loss from continuing operations of $11.3 million, or $4.88 loss per diluted share, in 2023. The year-over-year improvement in net income (loss) from continuing operations in both periods was driven by the gain on extinguishment of long-term debt of $94.6 million and improved operating income.
Net Income (Loss)
The Company reported fourth quarter 2024 net income of $91.2 million, or $38.10 income per diluted share, compared to a net loss of $4.8 million, or $2.07 loss per diluted share for the same period last year. The Company reported fiscal year 2024 net income of $91.1 million, or $38.34 income per diluted share, compared to a net loss of $7.4 million, or $3.18 loss per diluted share, in 2023. The year-over-year improvement in net income (loss) in both periods was driven by the gain on extinguishment of long-term debt and improved operating income.
Adjusted EBITDA
Fourth quarter adjusted EBITDA of $7.4 million improved $2.2 million versus adjusted EBITDA of $5.2 million in the same period last year. The improvements were driven by lower rent expense and and non-cash revenue resulting from a change in estimate to gift card breakage, partially offset by lower franchise revenue.
Fiscal year adjusted EBITDA of $25.9 million improved $4.9 million, versus an adjusted EBITDA of $21.0 million in the same period last year. The improvement was primarily due to lower rent expense, lower general and administrative expenses, and non-cash revenue resulting from a change in estimate to gift card breakage. Fiscal year 2023 adjusted EBITDA also benefited from a $1.1 million grant from the state of North Carolina related to COVID-19 relief.



Fourth Quarter Fiscal Year 2024 Segment Results
Franchise
Three Months Ended June 30,Increase (Decrease)Twelve Months Ended June 30,Increase (Decrease)
(Dollars in millions) (1)2024202320242023
Royalties$16.1 $16.6 $(0.5)$64.1 $66.0 $(1.9)
Fees2.4 3.0 (0.6)10.2 11.3 (1.1)
Product sales to franchisees— 0.6 (0.6)0.5 2.8 (2.3)
Advertising fund contributions5.9 7.7 (1.8)25.7 31.7 (6.0)
Franchise rental income22.7 25.6 (2.9)95.3 111.4 (16.1)
Total franchise revenue$47.1 $53.5 $(6.4)$195.7 $223.2 $(27.5)
Franchise same-store sales comps(1.4)%2.4 %0.6 %4.4 %
Franchise adjusted EBITDA$6.1 $5.5 $0.6 $26.3 $22.8 $3.5 
   as a percent of revenue13.0 %10.2 %13.4 %10.2 %
as a percent of adjusted revenue (2)33.0 %27.1 %35.1 %28.5 %
Total franchise salons4,391 4,795 (404)
as a percent of total franchise and company-owned salons99.6 %98.6 %
_______________________________________________________________________________
(1)Variances calculated on amounts shown in millions may result in rounding differences.
(2)Adjusted revenue excludes non-margin revenue. See GAAP to non-GAAP reconciliations within the attached section titled "Non-GAAP Reconciliations."
Franchise Revenue
Fourth quarter franchise revenue was $47.1 million, a $6.4 million, or 12.0% decrease compared to the prior year quarter. Non-margin franchise rental income decreased $2.9 million due to fewer salons in the current year. Royalties were $16.1 million, a $0.5 million, or 3.0% decrease, versus the same period last year due to the decline in salon count. Product sales to franchisees decreased $0.6 million, as a result of the transition out of the wholesale product business. Franchise fees decreased $0.6 million compared to the prior year quarter, primarily due to a decrease in terminated development agreements.
Fiscal year 2024 franchise revenue was $195.7 million, a $27.5 million, or 12.3% decrease compared to the prior year primarily due to a decline in non-margin franchise rental income as a result of a lower franchise salon count.
Franchise Adjusted EBITDA
Fourth quarter franchise adjusted EBITDA of $6.1 million improved $0.6 million from the same period last year. The improvement was primarily due to lower rent expense.
Fiscal year 2024 franchise adjusted EBITDA of $26.3 million improved $3.5 million year-over-year. The improvement was primarily due to lower rent expense and lower general and administrative expenses.


Company-Owned Salons
Three Months Ended June 30,Increase (Decrease)Twelve Months Ended June 30,Increase (Decrease)
(Dollars in millions) (1)2024202320242023
Total company-owned salon revenue$2.3 $2.2 $0.1 $7.3 $10.1 $(2.8)
Company-owned same-store sales comps2.4 %8.7 %3.5 %4.9 %
Company-owned salon adjusted EBITDA$1.3 $(0.3)$1.6 $(0.3)$(1.8)$1.5 
   as a percent of revenue56.5 %(13.6)%(4.1)%(17.8)%
Total Company-owned salons17 68 (51)
as a percent of total franchise and company-owned salons0.4 %1.4 %
_______________________________________________________________________________
(1)Variances calculated on amounts shown in millions may result in rounding differences.

Company-Owned Salon Revenue
Fourth quarter revenue for the company-owned salon segment improved $0.1 million versus the prior year to $2.3 million. The year-over-year improvement in revenue was primarily driven by non-cash revenue resulting from a change in estimate related to gift card breakage, partially offset by company-owned salon closures.
Fiscal year 2024 revenue for the company-owned salon segment declined $2.8 million versus the prior year to $7.3 million due to company-owned salon closures, partially offset by non-cash revenue resulting from a change in estimate related to gift card breakage.
Company-Owned Salon Adjusted EBITDA
Fourth quarter company-owned salon adjusted EBITDA improved $1.6 million year-over-year primarily due to a change in estimate related to gift card breakage and the closure of unprofitable salons.
Fiscal year 2024 company-owned salon adjusted EBITDA loss improved $1.5 million year-over-year driven primarily by the closure of unprofitable salons; and non-cash revenue resulting from a change in estimate related to gift card breakage, partially offset by a $1.1 million grant from the state of North Carolina related to COVID-19 relief in fiscal year 2023.

Balance Sheet and Cash Flow
The Company ended fiscal year 2024 with $10.1 million in cash and cash equivalents. On June 24, 2024, the Company refinanced its credit facility, reducing its indebtedness by more than $80 million, resulting in $115.3 million in outstanding borrowings ($105.0 million term loan and $10.2 million revolver draw) and total liquidity of $19.9 million at June 30, 2024. The Company utilized its U.S. federal and state net operating losses to offset the entire tax liability related to this transaction. Net cash used in operating activities for the fiscal year totaled $2.0 million, an improvement of $5.8 million from the prior year. Cash use improved due primarily to lower general and administrative expense, partially offset by a decrease in franchise revenue.


Non-GAAP reconciliations
For GAAP to non-GAAP reconciliations, please refer to the attached section titled "Non-GAAP Reconciliations." A complete reconciliation of reported earnings to adjusted earnings is included in this press release and is available on the Company’s website at www.regiscorp.com.
Earnings Webcast
Regis Corporation will host a conference call via webcast discussing fourth quarter and fiscal year 2024 results today, August 28, 2024, at 7:30 a.m., Central time. Interested parties are invited to participate in the live webcast by registering for the event at www.regiscorp.com/investor-relations.html. The webcast will include a slide presentation. A replay of the presentation will be available on our website at the same web address.
About Regis Corporation
Regis Corporation (NasdaqGM:RGS) is a leader in the haircare industry. As of June 30, 2024, the Company franchised or owned 4,408 locations. Regis' franchised and corporate locations operate under concepts such as Supercuts®, SmartStyle®, Cost Cutters®, Roosters®, and First Choice Haircutters®. For additional information about the Company, including a reconciliation of certain non-GAAP financial information and certain supplemental financial information, please visit the Investor Information section of the corporate website at www.regiscorp.com.

CONTACT: REGIS CORPORATION:
Kersten Zupfer
investorrelations@regiscorp.com


This press release contains or may contain "forward-looking statements" within the meaning of the federal securities laws, including statements concerning anticipated future events and expectations that are not historical facts. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements in this document reflect management's best judgment at the time they are made, but all such statements are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those expressed in or implied by the statements herein. Such forward-looking statements are often identified herein by use of words including, but not limited to, "may," "believe," "project," "forecast," "expect," "estimate," "anticipate," and "plan." In addition, the following factors could affect the Company's actual results and cause such results to differ materially from those expressed in forward-looking statements. These uncertainties include a potential material adverse impact on our business and results of operations as a result of changes in consumer shopping trends and changes in manufacturer distribution channels; laws and regulations could require us to modify current business practices and incur increased costs including increases in minimum wages; changes in general economic environment; changes in consumer tastes, hair product innovation, fashion trends and consumer spending patterns; compliance with Nasdaq listing requirements; reliance on franchise royalties and overall success of our franchisees’ salons; our salons' dependence on a third-party supplier agreement for merchandise; our franchisees' ability to attract, train and retain talented stylists and salon leaders; the success of our franchisees, which operate independently; data security and privacy compliance and our ability to manage cyber threats and protect the security of potentially sensitive information about our guests, franchisees, employees, vendors or Company information; the ability of the Company to maintain a satisfactory relationship with Walmart; marketing efforts to drive traffic to our franchisees' salons; our ability to maintain and enhance the value of our brands; reliance on information technology systems; reliance on external vendors; the use of social media; the effectiveness of our enterprise risk management program; ability to generate sufficient cash flow to satisfy our debt service obligations; compliance with covenants in our financing arrangement; premature termination of agreements with our franchisees; the continued ability of the Company to implement cost reduction initiatives and achieve expected cost savings; continued ability to compete in our business markets; reliance on our management team and other key personnel; the continued ability to maintain an effective system of internal control over financial reporting; changes in tax exposure; the ability of our Tax Preservation Plan to protect the future availability of the Company's tax assets; potential litigation and other legal or regulatory proceedings; or other factors not listed above. Additional information concerning potential factors that could affect future financial results is set forth under Item 1A of this Form 10-K. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. However, your attention is directed to any further disclosures made in our subsequent annual and periodic reports filed or furnished with the SEC on Forms 10-K, 10-Q and 8-K and Proxy Statements on Schedule 14A.


REGIS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)
June 30,
20242023
ASSETS  
Current assets:  
Cash and cash equivalents$10,066 $9,508 
Receivables, net9,434 10,885 
Other current assets22,550 16,845 
Total current assets42,050 37,238 
Property and equipment, net3,664 6,422 
Goodwill173,146 173,791 
Other intangibles, net2,427 2,783 
Right of use asset287,912 360,836 
Other assets21,297 26,307 
Total assets$530,496 $607,377 
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)  
Current liabilities:  
Accounts payable$12,747 $14,309 
Accrued expenses21,644 30,109 
  Short-term lease liability69,127 81,917 
Total current liabilities103,518 126,335 
Long-term debt, net99,545 176,830 
Long-term lease liability230,607 291,901 
Other non-current liabilities40,039 49,041 
Total liabilities473,709 644,107 
Commitments and contingencies
Shareholders' equity (deficit):  
Common stock, $0.05 par value; issued and outstanding, 2,279,948 and 2,277,828 common shares as of June 30, 2024 and 2023, respectively
114 114 
Additional paid-in capital69,660 66,764 
Accumulated other comprehensive income8,584 9,023 
Accumulated deficit(21,571)(112,631)
Total shareholders' equity (deficit)56,787 (36,730)
Total liabilities and shareholders' equity (deficit)$530,496 $607,377 
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REGIS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars and shares in thousands, except per share data)
Three Months Ended June 30,Twelve Months Ended June 30,
2024202320242023
Revenues:  
Royalties$16,063 $16,607 $64,098 $65,981 
Fees2,449 2,965 10,189 11,266 
Product sales to franchisees— 608 451 2,802 
Advertising fund contributions5,856 7,744 25,663 31,747 
Franchise rental income22,724 25,596 95,258 111,441 
Company-owned salon revenue2,284 2,195 7,323 10,089 
Total revenue49,376 55,715 202,982 233,326 
Operating expenses:   
Cost of product sales to franchisees— 715 436 3,540 
Inventory reserve— — — 1,228 
General and administrative11,639 11,544 45,387 50,751 
Rent1,268 3,276 5,525 9,196 
Advertising fund expense5,856 7,744 25,663 31,747 
Franchise rent expense22,724 25,596 95,258 111,441 
Company-owned salon expense (1)779 1,536 5,080 8,827 
Depreciation and amortization1,888 1,664 3,945 7,716 
Long-lived asset impairment629 65 798 101 
Total operating expenses44,783 52,140 182,092 224,547 
Operating income4,593 3,575 20,890 8,779 
Other (expense) income:  
Interest expense(6,864)(9,018)(25,393)(22,141)
Gain on extinguishment of long-term debt, net94,611 — 94,611 — 
Other, net27 198 (172)1,364 
Income (loss) from operations before income taxes92,367 (5,245)89,936 (11,998)
Income tax (expense) benefit(1,070)442 (869)655 
Income (loss) from continuing operations91,297 (4,803)89,067 (11,343)
(Loss) income from discontinued operations, net of income taxes(96)— 1,993 3,958 
Net income (loss)$91,201 $(4,803)$91,060 $(7,385)
Net income (loss) per share:  
Basic:   
Income (loss) from continuing operations$38.98 $(2.07)$38.08 $(4.88)
Income (loss) from discontinued operations(0.04)$— 0.85 1.70 
Net income (loss) per share, basic (2)$38.94 $(2.07)$38.93 $(3.18)
Diluted:
Income (loss) from continuing operations$38.14 $(2.07)$37.50 $(4.88)
Income (loss) from discontinued operations(0.04)$— 0.84 1.70 
Net income (loss) per share, diluted (2)$38.10 $(2.07)$38.34 $(3.18)
Weighted average common and common equivalent shares outstanding:  
Basic2,342 2,323 2,339 2,312 
Diluted2,394 2,323 2,375 2,312 
_______________________________________________________________________________
(1)Includes cost of service and product sold to guests in our company-owned salons. Excludes general and administrative expense, rent and depreciation and amortization related to company-owned salons.
(2)Total is a recalculation; line items calculated individually may not sum to total due to rounding.
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REGIS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Twelve Months Ended June 30,
20242023
Cash flows from operating activities:  
Net income (loss)$91,060 $(7,385)
Adjustments to reconcile net income (loss) to net cash used in operating activities  
Gain from sale of OSP(2,000)(4,562)
Depreciation and amortization3,403 7,189 
Long-lived asset impairment798 101 
Deferred income taxes519 (8)
Inventory reserve— 1,228 
Non-cash interest3,418 3,790 
Gain on extinguishment of long-term debt, net
(94,611)— 
Stock-based compensation1,558 2,316 
Amortization of debt discount and financing costs2,987 2,891 
Other non-cash items affecting earnings432 155 
Changes in operating assets and liabilities (1):
  
Receivables848 943 
Income tax receivable1,230 (577)
Other current assets385 668 
Other assets5,829 6,818 
Accounts payable(1,604)(497)
Accrued expenses(4,812)(6,151)
Net lease liabilities(1,942)(4,991)
Other non-current liabilities(9,538)(9,817)
Net cash used in operating activities:(2,040)(7,889)
Cash flows from investing activities:  
Capital expenditures(376)(481)
Net proceeds from sale of OSP2,000 4,500 
Net cash provided by investing activities:1,624 4,019 
Cash flows from financing activities:  
Proceeds from issuance of long-term debt105,000 — 
Borrowings on revolving credit facility
14,238 13,357 
Debt refinancing fees(14,360)(4,383)
Repayments of long-term debt(96,499)(11,083)
Taxes paid for shares withheld(16)(36)
Net cash provided by (used in) financing activities:8,363 (2,145)
Effect of exchange rate changes on cash and cash equivalents(31)(53)
Increase (decrease) in cash, cash equivalents and restricted cash7,916 (6,068)
Cash, cash equivalents and restricted cash:  
Beginning of year21,396 27,464 
End of year$29,312 $21,396 
_______________________________________________________________________________
(1)Changes in operating assets and liabilities exclude assets and liabilities sold or acquired.
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SYSTEM-WIDE SAME-STORE SALES (1):
Three Months Ended
June 30, 2024June 30, 2023
ServiceRetailTotalServiceRetailTotal
Supercuts
0.4 %(10.7)%— %4.5 %(2.4)%4.2 %
SmartStyle
(3.5)(15.2)(5.5)(1.9)(9.7)(3.4)
Portfolio Brands
(0.1)(12.6)(0.8)4.2 (0.4)3.8 
Total(0.4)%(13.3)%(1.3)%3.2 %(5.3)%2.5 %
Twelve Months Ended
June 30, 2024June 30, 2023
ServiceRetailTotalServiceRetailTotal
Supercuts
2.0 %(8.0)%1.6 %7.5 %(5.2)%6.9 %
SmartStyle
(1.8)(11.5)(3.5)0.1 (12.8)(2.5)
Portfolio Brands
2.8 (6.4)2.0 6.4 (3.7)5.5 
Total1.5 %(9.1)%0.7 %5.7 %(8.5)%4.4 %
_______________________________________________________________________________
(1)System-wide same-store sales are calculated as the total change in sales for system-wide franchise and company-owned locations that were open on a specific day of the week during the current period and the corresponding prior period. Quarterly and year-to-date system-wide same-store sales are the sum of the system-wide same-store sales computed on a daily basis. Franchise salons that do not report daily sales are excluded from same-store sales. System-wide same-store sales are calculated in local currencies to remove foreign currency fluctuations from the calculation.
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REGIS CORPORATION
System-Wide Location Counts
June 30,
20242023
FRANCHISE SALONS:
Supercuts
1,946 2,082 
SmartStyle/Cost Cutters in Walmart stores
1,232 1,388 
Portfolio Brands
1,117 1,223 
Total North American salons
4,295 4,693 
Total International salons (1)
96 102 
Total Franchise salons
4,391 4,795 
as a percent of total franchise and company-owned salons
99.6 %98.6 %
COMPANY-OWNED SALONS:
Supercuts
3 7 
SmartStyle/Cost Cutters in Walmart stores
8 48 
Portfolio Brands
6 13 
Total Company-owned salons
17 68 
as a percent of total Franchise and Company-owned salons
0.4 %1.4 %
Total franchise and company-owned salons4,408 4,863 
_______________________________________________________________________________
(1)Canadian and Puerto Rican salons are included in the North American salon totals.
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Non-GAAP Reconciliations:
This press release includes a presentation of operating income excluding certain non-cash charges, adjusted EBITDA, and adjusted franchise revenue, which are non-GAAP measures. The non-GAAP measures are financial measures that do not reflect United States Generally Accepted Accounting Principles (GAAP). We believe our presentation of the non-GAAP measures provides meaningful insight into our ongoing operating performance and a supplemental perspective of our results of operations. Presentation of the non-GAAP measures allows investors to review our core ongoing operating performance from the same perspective as management and the Board of Directors. These non-GAAP financial measures provide investors an enhanced understanding of our operations, facilitate investors' analyses and comparisons of our current and past results of operations and provide insight into the prospects of our future performance. We also believe the non-GAAP measures are useful to investors because they provide supplemental information that research analysts frequently use to analyze financial performance.
Items impacting comparability are not defined terms within U.S. GAAP. Therefore, our non-GAAP financial information may not be comparable to similarly titled measures reported by other companies. We determine the items to consider as "items impacting comparability" based on how management views our business, makes financial, operating and planning decisions and evaluates the Company's ongoing performance.
The reconciliation of U.S. GAAP operating income to non-GAAP operating income excluding certain non-cash charges is included in the release.
The following items have been excluded from our non-GAAP adjusted EBITDA results: discontinued operations, inventory reserve, one-time professional fees and settlements, severance expense, the benefit from lease liability decreases in excess of previously impaired right of use asset, lease termination fees, asset retirement obligation costs, and the benefit from the Company's debt refinancing.
We present adjusted revenue to provide a meaningful franchise adjusted EBITDA margin, which removes non-margin revenue from total revenue to arrive at an adjusted margin. Margin is a common metric used by investors, however, the majority of our revenue is offset by equal expense, so it does not contribute to our margin. We remove the non-margin revenue from this metric in order to show a meaningful margin rate.
The method we use to produce non-GAAP results is not in accordance with U.S. GAAP and may differ from methods used by other companies. These non-GAAP results should not be regarded as a substitute for corresponding U.S. GAAP measures, but instead should be utilized as a supplemental measure of operating performance in evaluating our business. Non-GAAP measures do have limitations as they do not reflect certain items that may have a material impact upon our reported financial results. As such, these non-GAAP measures should be viewed in conjunction with our financial statements prepared in accordance with U.S. GAAP.
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REGIS CORPORATION
Reconciliation of U.S. GAAP Net Income (Loss) to Adjusted EBITDA
(Dollars in thousands)
(Unaudited)
 Three Months Ended June 30,Twelve Months Ended June 30,
2024202320242023
Consolidated reported net income (loss), as reported (U.S. GAAP)$91,201 $(4,803)$91,060 $(7,385)
Interest expense, as reported6,864 9,018 25,393 22,141 
Income taxes, as reported1,070 (442)869 (655)
Depreciation and amortization, as reported1,888 1,664 3,945 7,716 
Long-lived asset impairment, as reported629 65 798 101 
EBITDA$101,652 $5,502 $122,065 $21,918 
Inventory reserve— — — 1,228 
Professional fees and legal settlements6 — 68 1,248 
Severance— (132)230 720 
Lease liability benefit(45)(258)(326)(1,773)
Lease termination fees297 56 501 1,627 
Gain on extinguishment of long-term debt, net(94,611)— (94,611)— 
Discontinued operations96 — (1,993)(3,958)
Adjusted EBITDA, non-GAAP financial measure$7,395 $5,168 $25,934 $21,010 
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REGIS CORPORATION
Reconciliation of Reported Franchise Adjusted EBITDA as a Percent of GAAP Franchise Revenue
to Franchise Adjusted EBITDA as a Percent of Adjusted Franchise Revenue
(Dollars in thousands)
(Unaudited)
Three Months Ended June 30,Twelve Months Ended June 30,
2024202320242023
Franchise adjusted EBITDA$6,111 $5,460 $26,257 $22,799 
GAAP franchise revenue47,092 53,520 195,659 223,237 
Franchise adjusted EBITDA as a percent of GAAP franchise revenue13.0 %10.2 %13.4 %10.2 %
Non-margin revenue adjustments:
Franchise rental income$(22,724)$(25,596)$(95,258)$(111,441)
Advertising fund contributions(5,856)(7,744)(25,663)(31,747)
Adjusted franchise revenue$18,512 $20,180 $74,738 $80,049 
Franchise adjusted EBITDA as a percent of adjusted franchise revenue33.0 %27.1 %35.1 %28.5 %
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v3.24.2.u1
Cover Page
Aug. 28, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 28, 2024
Entity Registrant Name REGIS CORP
Entity File Number 1-12725
Entity Tax Identification Number 41-0749934
Entity Address, Address Line One 3701 Wayzata Boulevard
Entity Address, City or Town Minneapolis
Entity Address, State or Province MN
Entity Address, Postal Zip Code 55416
City Area Code 952
Local Phone Number 947-7777
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.05 par value
Trading Symbol RGS
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0000716643
Amendment Flag false
Entity Incorporation, State or Country Code MN
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