rgs-20241231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended December 31, 2024
			OR
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from to

Commission file number 1-12725

Regis Corporation

(Exact name of registrant as specified in its charter)

Minnesota

41-0749934

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

3701 Wayzata Boulevard,

Minneapolis

Minnesota

55416

(Address of principal executive offices)

(Zip Code)

(952) 947-7777

(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of 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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to be submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act): Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of February 5, 2025: 2,435,979

REGIS CORPORATION

INDEX


Part I.	Financial Information

	Item 1.	Financial Statements (Unaudited):

		Condensed Consolidated Balance Sheets as of December 31, 2024, and June 30, 2024	3

		Condensed Consolidated Statements of Operations for the Three and Six Months Ended December 31, 2024, and 2023	4

		Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended December 31, 2024, and 2023	5

		Condensed Consolidated Statements of Shareholders' Equity (Deficit) for the Three and Six Months Ended December 31, 2024, and 2023	6

		Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2024, and 2023	7

		Notes to Condensed Consolidated Financial Statements	8

	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	25

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36

	Item 4.	Controls and Procedures	36

Part II.	Other Information		37

	Item 1.	Legal Proceedings	37

	Item 1A.	Risk Factors	37

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39

	Item 5.	Other Information	39



	Item 6.	Exhibits	40

	Signatures		41

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

REGIS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

As of December 31, 2024, and June 30, 2024

(Dollars in thousands, except per share data)


	December 31, 2024		June 30, 2024

ASSETS
Current assets:
Cash and cash equivalents (Note 7)	$	10,198	$	10,066
Receivables, net	8,313		9,434
Other current assets	24,921		22,550
Total current assets	43,432		42,050

Property and equipment, net	10,699		3,664
Goodwill (Note 1)	188,975		173,146
Other intangibles, net	2,301		2,427
Right of use asset (Note 8)	266,513		287,912
Other assets	18,191		21,297

Total assets	$	530,111	$	530,496

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	16,451	$	12,747
Accrued expenses	20,097		21,644

Short-term lease liability (Note 8)	70,971		69,127
Total current liabilities	107,519		103,518

Long-term debt, net (Note 9)	111,532		99,545
Long-term lease liability (Note 8)	206,872		230,607

Other non-current liabilities	37,470		40,039
Total liabilities	463,393		473,709
Commitments and contingencies (Note 6)
Shareholders' equity:
Common stock, $0.05 par value; issued and outstanding, 2,435,979 and 2,279,948 common shares at December 31, 2024, and June 30, 2024, respectively	122		114
Additional paid-in capital	73,243		69,660
Accumulated other comprehensive income	8,132		8,584
Accumulated deficit	(14,779)		(21,571)
Total shareholders' equity	66,718		56,787
Total liabilities and shareholders' equity	$	530,111	$	530,496

_______________________________________________________________________________

The accompanying notes are an integral part of the unaudited Condensed Consolidated Financial Statements.

REGIS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

For the Three and Six Months Ended December 31, 2024, and 2023

(Dollars and shares in thousands, except per share amounts)


	Three Months Ended December 31,				Six Months Ended December 31,
	2024		2023		2024		2023

Revenues:
Royalties	$	14,840	$	15,820	$	30,486	$	32,348
Fees	2,917		2,492		5,269		5,123
Product sales to franchisees	—		67		—		451
Advertising fund contributions	5,490		6,808		11,131		14,034
Franchise rental income (Note 8)	20,022		24,087		41,658		48,754
Company-owned salon revenue	3,450		1,779		4,235		3,715
Total revenue	46,719		51,053		92,779		104,425
Operating expenses:
Cost of product sales to franchisees	—		58		—		417

General and administrative	11,155		11,772		25,189		22,501
Rent (Note 8)	2,149		1,394		3,213		2,491
Advertising fund expense	5,490		6,808		11,131		14,034
Franchise rent expense	20,022		24,087		41,658		48,754
Company-owned salon expense (1)	1,946		1,308		2,699		2,798
Depreciation and amortization	460		677		906		1,047
Long-lived asset impairment	—		170		352		170

Total operating expenses	41,222		46,274		85,148		92,212

Operating income	5,497		4,779		7,631		12,213

Other (expense) income:
Interest expense	(4,848)		(6,188)		(9,694)		(12,376)

Other, net	(307)		299		370		99

Income (loss) from operations before income taxes	342		(1,110)		(1,693)		(64)

Income tax (expense) benefit	(136)		107		89		255

Income (loss) from continuing operations	206		(1,003)		(1,604)		191

Income from discontinued operations (Note 3)	7,439		2,000		8,396		2,000

Net income	$	7,645	$	997	$	6,792	$	2,191

Net income per share:
Basic:
Income (loss) from continuing operations	$	0.09	$	(0.43)	$	(0.68)	$	0.08
Income from discontinued operations	3.20		0.85		3.58		0.86
Net income per share (2)	$	3.29	$	0.43	$	2.90	$	0.94




Diluted:
Income (loss) from continuing operations	$	0.07	$	(0.43)	$	(0.68)	$	0.08
Income from discontinued operations	2.63		0.85		3.58		0.84
Net income per share, diluted (2)	$	2.71	$	0.43	$	2.90	$	0.93

Weighted average common and common equivalent shares outstanding:
Basic	2,324		2,341		2,346		2,336
Diluted	2,825		2,341		2,346		2,367

_______________________________________________________________________________

(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.

The accompanying notes are an integral part of the unaudited Condensed Consolidated Financial Statements.

REGIS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

For the Three and Six Months Ended December 31, 2024, and 2023

(Dollars in thousands)


Three Months Ended December 31,		Six Months Ended December 31,
2024	2023	2024	2023

SEC Form 10-Q filed by Regis Corporation