8-K
REGIS CORP (RGS)
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): September 3, 2025
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 class | Trading 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 September 3, 2025, Regis Corporation announced the financial results for its fiscal year ended June 30, 2025. 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 | Press Release, dated September 3, 2025 |
|---|---|
| 104 | Cover 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: September 3, 2025 | By: | /s/ Kersten D. Zupfer |
| Kersten D. Zupfer | ||
| Executive Vice President and Chief Financial Officer |
Document
| Exhibit No. 99.1 |
|---|
Regis Corporation Reports Financial Results for Fourth Fiscal Quarter and Full Fiscal Year 2025
Q4 Same-Store Sales for Supercuts and Regis Consolidated Up 2.9% and 1.3%, respectively
Delivered Third Consecutive Quarter of Positive Cash from Operations
Release of $116.3 million Valuation Allowance on Deferred Tax Assets Underscores Confidence in Long-Term Outlook and Ability to Utilize NOLs
Continues to Advance Transformational Strategy to Drive Long-term Profitable Growth
MINNEAPOLIS, September 3, 2025 -- 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, 2025.
Jim Lain, Regis Corporation's Interim President and Chief Executive Officer, commented, "We closed fiscal year 2025 with $210.1 million in revenue, $19.9 million in operating income and $31.6 million in Adjusted EBITDA. These results reflect disciplined cost management and encouraging early traction from key transformation initiatives. Importantly, our business is consistently delivering profitability and positive cash from operations, key metrics that reinforce the stability of our platform and promising potential for continued improvement as we execute our strategy.
“A notable action in the fourth quarter was the release of a significant portion of the valuation allowance on our deferred tax assets following a rigorous assessment of our future profitability. This action reflects a high degree of confidence in our improved financial performance and our expectation of generating sufficient taxable income to realize the value of our NOL carryforwards over time.
“We begin fiscal 2026 as a focused, energized organization committed to delivering sustainable, profitable growth across our portfolio. We are executing our long-term strategy with the support of Forum3, our strategic partner, whose deep expertise in digital transformation and brand strategy is helping accelerate key initiatives. With a solid foundation in place and clear strategic priorities, we are well-positioned to build on our momentum and create long-term value for all stakeholders.”
Financial Highlights:
Fourth quarter fiscal 2025 compared to fourth quarter fiscal 2024:
•Consolidated revenue of $60.4 million versus $49.4 million, an increase of $11.0 million; driven primarily by increased company-owned salon revenue, offset by lower royalties and non-margin franchise rental income
•Same-store sales: Supercuts: 2.9%; Consolidated: 1.3%
•Operating income of $7.3 million versus $4.6 million
•Cash from operations of $6.8 million versus $5.1 million, increase of $1.7 million
•Third consecutive quarter of positive cash from operations
◦$4.3 million of cash from operations excluding the effect of restricted cash ad fund build
•Adjusted EBITDA of $9.7 million versus $7.8 million
•Net income of $116.5 million versus $91.2 million
◦Diluted EPS of $42.58 versus $38.10
•Adjusted net income of $2.0 million versus $(2.0) million
◦Adjusted diluted EPS of $0.74 versus $(0.84)
Full fiscal year 2025 compared to full fiscal year 2024:
•Consolidated revenue of $210.1 million versus $203.0 million
•Same-store sales: Supercuts: 1.3%; Consolidated: (0.6)%
•Operating income of $19.9 million versus $20.9 million
•Cash from operations of $13.7 million versus $(2.0) million, increase of $15.7 million
◦$5.3 million of cash from operations excluding the effect of restricted cash ad fund build
•Adjusted EBITDA of $31.6 million versus $27.5 million
•Net income of $123.5 million versus $91.1 million
◦Diluted EPS of $46.10 versus $38.34
•Adjusted net income of $7.6 million versus $(2.2) million
◦Adjusted diluted EPS of $2.85 versus $(0.92)
Fourth Quarter Fiscal Year 2025 Consolidated Results
| Three Months Ended June 30, | Twelve Months Ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in millions, except per share data) | 2025 | 2024 | 2025 | 2024 | ||||||||
| Consolidated revenue | $ | 60.4 | $ | 49.4 | $ | 210.1 | $ | 203.0 | ||||
| System-wide revenue (1) | 278.5 | 293.7 | 1,104.9 | 1,179.5 | ||||||||
| System-wide same-store sales comps | 1.3 | % | (1.3) | % | (0.6) | % | 0.7 | % | ||||
| Operating income | $ | 7.3 | $ | 4.6 | $ | 19.9 | $ | 20.9 | ||||
| Income from continuing operations | 118.4 | 91.3 | 117.0 | 89.1 | ||||||||
| Diluted income per share from continuing operations | 43.27 | 38.14 | 43.67 | 37.50 | ||||||||
| (Loss) income from discontinued operations | (1.9) | (0.1) | 6.5 | 2.0 | ||||||||
| Net income | 116.5 | 91.2 | 123.5 | 91.1 | ||||||||
| Net income per diluted share | 42.58 | 38.10 | 46.10 | 38.34 | ||||||||
| Adjusted EBITDA (2) | 9.7 | 7.8 | 31.6 | 27.5 | ||||||||
| Adjusted net income (loss) | 2.0 | (2.0) | 7.6 | (2.2) | ||||||||
| Adjusted net income (loss) per diluted share | 0.74 | (0.84) | 2.85 | (0.92) |
_______________________________________________________________________________
(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 $60.4 million in the fourth quarter and total revenue for fiscal year 2025 of $210.1 million, improved $11.0 million, and $7.1 million, respectively. The improvements were driven primarily by an increase in company-owned salon revenue resulting from the acquisition of Alline on December 19, 2024.
Operating Income
Regis reported fourth quarter 2025 income from operations of $7.3 million compared to $4.6 million in the fourth quarter 2024, primarily driven by operating income from the Alline salons, partially offset by lower royalties. Regis reported fiscal year 2025 income from operations of $19.9 million compared to $20.9 million in fiscal year 2024.
Income from Continuing Operations
Regis reported fourth quarter 2025 net income from continuing operations of $118.4 million, or $43.27 per diluted share, compared to net income from continuing operations of $91.3 million, or $38.14 per diluted share, in the fourth quarter 2024. Regis reported fiscal year 2025 net income from continuing operations of $117.0 million, or $43.67 per diluted share, compared to net income from continuing operations of $89.1 million, or $37.50 per diluted share, in 2024. The year-over-year increase in net income from continuing operations in both periods was driven by the $115.5 million income tax benefit resulting from the partial release of the Company's prior year income tax valuation allowance. In the fourth quarter of 2024, net income from continuing operations includes a gain on extinguishment of long-term debt of $94.6 million.
Net Income
The Company reported fourth quarter 2025 net income of $116.5 million, or $42.58 per diluted share, compared to a net income of $91.2 million, or $38.10 per diluted share, for the same period last year. The Company reported fiscal year 2025 net income of $123.5 million, or $46.10 per diluted share, compared to net income of $91.1 million, or $38.34 per diluted share, in 2024. The year-over-year increase in net income in both periods was driven by the $115.5 million income tax benefit related to the partial release of the Company's prior year income tax valuation allowance the fourth fiscal quarter of 2025, offset partially by the $94.6 million gain on extinguishment of long-term debt in the 2024 periods.
Adjusted EBITDA
Fourth quarter adjusted EBITDA of $9.7 million improved $1.9 million versus adjusted EBITDA of $7.8 million in the same period last year. The improvements were driven primarily by higher company-owned salon revenue as a result of the Alline Acquisition, partially offset by lower franchise revenue and company-owned salon expense.
Fiscal year 2025 adjusted EBITDA of $31.6 million improved $4.1 million, versus an adjusted EBITDA of $27.5 million in the same period last year. The improvement was primarily due to higher net company-owned salon revenue as a result of the Alline Acquisition and lower general and administrative expenses, partially offset by lower franchise revenue.
Fourth Quarter Fiscal Year 2025 Segment Results
Franchise
| Three Months Ended June 30, | Increase (Decrease) | Twelve Months Ended June 30, | Increase (Decrease) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in millions) (1) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||
| Royalties | $ | 14.1 | $ | 16.1 | $ | (2.0) | $ | 58.2 | $ | 64.1 | $ | (5.9) | ||||||
| Fees | 2.1 | 2.4 | (0.3) | 9.7 | 10.2 | (0.5) | ||||||||||||
| Product sales to franchisees | — | — | — | — | 0.4 | (0.4) | ||||||||||||
| Advertising fund contributions | 5.6 | 5.9 | (0.3) | 21.9 | 25.7 | (3.8) | ||||||||||||
| Franchise rental income | 18.1 | 22.7 | (4.6) | 76.6 | 95.3 | (18.7) | ||||||||||||
| Total franchise revenue | $ | 39.9 | $ | 47.1 | $ | (7.2) | $ | 166.4 | $ | 195.7 | $ | (29.3) | ||||||
| Franchise same-store sales comps | 1.3 | % | (1.4) | % | (0.6) | % | 0.6 | % | ||||||||||
| Franchise adjusted EBITDA | $ | 7.7 | $ | 6.5 | $ | 1.2 | $ | 28.4 | $ | 27.8 | $ | 0.6 | ||||||
| as a percent of revenue | 19.3 | % | 13.7 | % | 17.1 | % | 14.2 | % | ||||||||||
| as a percent of adjusted revenue (2) | 47.4 | % | 34.9 | % | 41.8 | % | 37.2 | % | ||||||||||
| Total franchise salons | 3,647 | 4,391 | (744) | |||||||||||||||
| as a percent of total franchise and company-owned salons | 92.5 | % | 99.6 | % |
_______________________________________________________________________________
(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 $39.9 million, a $7.2 million, or 15.3%, decrease compared to the prior year quarter. Non-margin franchise rental income decreased $4.6 million due to fewer salons in the current year. Royalties were $14.1 million, a $2.0 million, or 12.4%, decrease, versus the same period last year due to the decline in salon count.
Fiscal year 2025 franchise revenue was $166.4 million, a $29.3 million, or 15.0%, 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 $7.7 million improved $1.2 million from the same period last year. The improvement was primarily due to lower general and administrative expenses, offset partially by decreases in royalties as a result of lower salon count.
Fiscal year 2025 franchise adjusted EBITDA of $28.4 million improved $0.6 million year-over-year. The improvement was primarily due to lower general and administrative expenses.
Company-Owned Salons
| Three Months Ended June 30, | Increase | Twelve Months Ended June 30, | Increase | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in millions) (1) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||
| Total company-owned salon revenue | $ | 20.5 | $ | 2.3 | $ | 18.2 | $ | 43.7 | $ | 7.3 | $ | 36.4 | ||||||
| Company-owned same-store sales comps | 1.9 | % | 2.4 | % | (2.8) | % | 3.5 | % | ||||||||||
| Company-owned salon adjusted EBITDA | $ | 2.0 | $ | 1.3 | $ | 0.7 | $ | 3.2 | $ | (0.3) | $ | 3.5 | ||||||
| as a percent of revenue | 9.8 | % | 56.5 | % | 7.3 | % | (4.1) | % | ||||||||||
| Total Company-owned salons | 294 | 17 | 277 | |||||||||||||||
| as a percent of total franchise and company-owned salons | 7.5 | % | 0.4 | % |
_______________________________________________________________________________
(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 $18.2 million versus the prior year to $20.5 million. The year-over-year improvement in revenue was driven by an increase in salon count as a result of the Alline Acquisition in the second quarter of fiscal year 2025.
Fiscal year 2025 revenue for the company-owned salon segment improved $36.4 million versus the prior year to $43.7 million due to additional revenues generated by the increase in salon count as a result of the Alline Acquisition in the second quarter of fiscal year 2025.
Company-Owned Salon Adjusted EBITDA
Fourth quarter company-owned salon adjusted EBITDA improved $0.7 million year-over-year, primarily due to increased revenues generated by the greater salon count and the closure of unprofitable salons.
Fiscal year 2025 company-owned salon adjusted EBITDA improved $3.5 million year-over-year, driven primarily by the income generated by the salons acquired through the Alline Acquisition in the second fiscal quarter of the year.
Balance Sheet and Cash Flow
The Company ended fiscal year 2025 with $17.0 million in cash and cash equivalents. On December 19, 2024, the Company amended its 2024 Credit Agreement for an additional $15.0 million in long-term debt in the form of a term loan, resulting in $125.3 million in outstanding borrowings ($118.9 million term loan, $5.4 million paid in kind interest, and $1.0 million revolver draw) and total liquidity of $25.9 million at June 30, 2025. Net cash provided by operating activities for the fiscal year totaled $13.7 million, an improvement of $15.7 million from the prior year. Cash generation improved due primarily to income generated by company-owned salons and a build of ad fund cash.
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 2025 results today, September 3, 2025, 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, 2025, the Company franchised or owned 3,941 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.
REGIS CORPORATION:
Kersten Zupfer
investorrelations@regiscorp.com
HAYDEN IR:
James Carbonara
James@haydenir.com
(646) 755-7412
Brett Maas
brett@haydenir.com
(646) 536-7331
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; potential challenges with the planning or implementation of our new enterprise resource planning system; 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, including a successful search for a new CEO; 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, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| ASSETS | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 16,959 | $ | 10,066 |
| Receivables, net | 9,473 | 9,434 | ||
| Inventories | 2,798 | 818 | ||
| Other current assets | 21,254 | 21,732 | ||
| Total current assets | 50,484 | 42,050 | ||
| Property and equipment, net | 10,085 | 3,664 | ||
| Goodwill | 183,436 | 173,146 | ||
| Other intangibles, net | 5,830 | 2,427 | ||
| Right of use asset | 229,861 | 287,912 | ||
| Deferred tax asset | 102,504 | — | ||
| Other assets | 16,757 | 21,297 | ||
| Total assets | $ | 598,957 | $ | 530,496 |
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 20,837 | $ | 12,747 |
| Accrued expenses | 19,066 | 21,644 | ||
| Long-term debt, current portion | 1,100 | — | ||
| Short-term lease liability | 60,685 | 69,127 | ||
| Total current liabilities | 101,688 | 103,518 | ||
| Long-term debt, net | 109,693 | 99,545 | ||
| Long-term lease liability | 179,280 | 230,607 | ||
| Other non-current liabilities | 22,680 | 40,039 | ||
| Total liabilities | 413,341 | 473,709 | ||
| Commitments and contingencies | ||||
| Shareholders' equity: | ||||
| Common stock, $0.05 par value; issued and outstanding, 2,435,981 and 2,279,948 common shares as of June 30, 2025 and 2024, respectively | 122 | 114 | ||
| Additional paid-in capital | 75,243 | 69,660 | ||
| Accumulated other comprehensive income | 8,286 | 8,584 | ||
| Retained earnings (deficit) | 101,965 | (21,571) | ||
| Total shareholders' equity | 185,616 | 56,787 | ||
| Total liabilities and shareholders' equity | $ | 598,957 | $ | 530,496 |
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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, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Revenues: | ||||||||
| Royalties | $ | 14,144 | $ | 16,063 | $ | 58,163 | $ | 64,098 |
| Fees | 2,046 | 2,449 | 9,717 | 10,189 | ||||
| Product sales to franchisees | — | — | — | 451 | ||||
| Advertising fund contributions | 5,590 | 5,856 | 21,924 | 25,663 | ||||
| Franchise rental income | 18,075 | 22,724 | 76,599 | 95,258 | ||||
| Company-owned salon revenue | 20,543 | 2,284 | 43,731 | 7,323 | ||||
| Total revenue | 60,398 | 49,376 | 210,134 | 202,982 | ||||
| Operating expenses: | ||||||||
| Cost of product sales to franchisees | — | — | — | 436 | ||||
| General and administrative | 10,340 | 11,639 | 46,764 | 45,387 | ||||
| Rent | 3,216 | 1,268 | 10,487 | 5,525 | ||||
| Advertising fund expense | 5,590 | 5,856 | 21,924 | 25,663 | ||||
| Franchise rent expense | 18,075 | 22,724 | 76,599 | 95,258 | ||||
| Company-owned salon expense (1) | 14,569 | 779 | 31,103 | 5,080 | ||||
| Depreciation and amortization | 1,321 | 1,888 | 2,966 | 3,945 | ||||
| Long-lived asset impairment | — | 629 | 352 | 798 | ||||
| Total operating expenses | 53,111 | 44,783 | 190,195 | 182,092 | ||||
| Operating income | 7,287 | 4,593 | 19,939 | 20,890 | ||||
| Other (expense) income: | ||||||||
| Interest expense | (5,471) | (6,864) | (20,252) | (25,393) | ||||
| Gain on extinguishment of long-term debt, net | — | 94,611 | — | 94,611 | ||||
| Other, net | 1,164 | 27 | 1,849 | (172) | ||||
| Income from operations before income taxes | 2,980 | 92,367 | 1,536 | 89,936 | ||||
| Income tax benefit (expense) | 115,406 | (1,070) | 115,496 | (869) | ||||
| Income from continuing operations | 118,386 | 91,297 | 117,032 | 89,067 | ||||
| (Loss) income from discontinued operations, net of income taxes | (1,892) | (96) | 6,504 | 1,993 | ||||
| Net income | $ | 116,494 | $ | 91,201 | $ | 123,536 | $ | 91,060 |
| Net income per share: | ||||||||
| Basic: | ||||||||
| Income from continuing operations | $ | 48.60 | $ | 38.98 | $ | 49.51 | $ | 38.08 |
| (Loss) income from discontinued operations | (0.78) | $ | (0.04) | 2.75 | 0.85 | |||
| Net income per share, basic (2) | $ | 47.82 | $ | 38.94 | $ | 52.26 | $ | 38.93 |
| Diluted: | ||||||||
| Income from continuing operations | $ | 43.27 | $ | 38.14 | $ | 43.67 | $ | 37.50 |
| (Loss) income from discontinued operations | (0.69) | $ | (0.04) | 2.43 | 0.84 | |||
| Net income per share, diluted (2) | $ | 42.58 | $ | 38.10 | $ | 46.10 | $ | 38.34 |
| Weighted average common and common equivalent shares outstanding: | ||||||||
| Basic | 2,436 | 2,342 | 2,364 | 2,339 | ||||
| Diluted | 2,736 | 2,394 | 2,680 | 2,375 |
_______________________________________________________________________________
(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, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Cash flows from operating activities: | ||||
| Net income | $ | 123,536 | $ | 91,060 |
| Adjustments to reconcile net income to net cash provided by (used in) operating activities | ||||
| Gain from sale of OSP | (8,396) | (2,000) | ||
| Depreciation and amortization | 2,876 | 3,403 | ||
| Long-lived asset impairment | 352 | 798 | ||
| Deferred income taxes | (113,891) | 519 | ||
| Non-cash interest | 5,299 | 3,418 | ||
| Gain on extinguishment of long-term debt, net | — | (94,611) | ||
| Stock-based compensation | 1,940 | 1,558 | ||
| Amortization of debt discount and financing costs | 3,418 | 2,987 | ||
| Other non-cash items affecting earnings | (202) | 432 | ||
| Changes in operating assets and liabilities (1): | ||||
| Receivables | (37) | 848 | ||
| Inventories | 871 | 851 | ||
| Income tax receivable | (137) | 1,230 | ||
| Other current assets | 402 | (466) | ||
| Other assets | 4,402 | 5,829 | ||
| Ad fund | 8,363 | (2,435) | ||
| Accounts payable | (504) | 831 | ||
| Accrued expenses | (5,289) | (4,812) | ||
| Net lease liabilities | (2,073) | (1,942) | ||
| Other non-current liabilities | (7,186) | (9,538) | ||
| Net cash provided by (used in) operating activities: | 13,744 | (2,040) | ||
| Cash flows from investing activities: | ||||
| Capital expenditures | (1,295) | (376) | ||
| Net proceeds from sale of OSP | 8,463 | 2,000 | ||
| Business acquisitions, net of cash acquired and certain obligations assumed | (18,621) | — | ||
| Net cash (used in) provided by investing activities: | (11,453) | 1,624 | ||
| Cash flows from financing activities: | ||||
| Proceeds from issuance of long-term debt | 15,000 | 105,000 | ||
| Repayments of long-term debt | (1,125) | (96,499) | ||
| Borrowings on revolving credit facility | 4,326 | 14,238 | ||
| Repayments of revolving credit facility | (13,534) | — | ||
| Debt refinancing fees | (1,003) | (14,360) | ||
| Taxes paid for shares withheld | (75) | (16) | ||
| Net cash provided by financing activities: | 3,589 | 8,363 | ||
| Effect of exchange rate changes on cash and cash equivalents | 13 | (31) | ||
| Increase in cash, cash equivalents and restricted cash | 5,893 | 7,916 | ||
| Cash, cash equivalents and restricted cash: | ||||
| Beginning of year | 29,312 | 21,396 | ||
| End of year | $ | 35,205 | $ | 29,312 |
_______________________________________________________________________________
(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, 2025 | June 30, 2024 | |||||||||||
| Service | Retail | Total | Service | Retail | Total | |||||||
| Supercuts | 3.2 | % | (7.0) | % | 2.9 | % | 0.4 | % | (10.7) | % | 0.0 | % |
| SmartStyle | (1.7) | (17.8) | (4.1) | (3.5) | (15.2) | (5.5) | ||||||
| Portfolio Brands | 2.2 | (5.5) | 1.8 | (0.1) | (12.6) | (0.8) | ||||||
| Total | 2.1 | % | (11.3) | % | 1.3 | % | (0.4) | % | (13.3) | % | (1.3) | % |
| Twelve Months Ended | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| June 30, 2025 | June 30, 2024 | |||||||||||
| Service | Retail | Total | Service | Retail | Total | |||||||
| Supercuts | 1.7 | % | (9.0) | % | 1.3 | % | 2.0 | % | (8.0) | % | 1.6 | % |
| SmartStyle | (3.8) | (18.5) | (6.1) | (1.8) | (11.5) | (3.5) | ||||||
| Portfolio Brands | (0.2) | (7.7) | (0.6) | 2.8 | (6.4) | 2.0 | ||||||
| Total | 0.3 | % | (12.9) | % | (0.6) | % | 1.5 | % | (9.1) | % | 0.7 | % |
_______________________________________________________________________________
(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, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| FRANCHISE SALONS: | ||||
| Supercuts | 1,711 | 1,946 | ||
| SmartStyle/Cost Cutters in Walmart stores | 1,049 | 1,232 | ||
| Portfolio Brands | 816 | 1,117 | ||
| Total North American salons | 3,576 | 4,295 | ||
| Total International salons (1) | 71 | 96 | ||
| Total Franchise salons | 3,647 | 4,391 | ||
| as a percent of total franchise and company-owned salons | 92.5 | % | 99.6 | % |
| COMPANY-OWNED SALONS (2): | ||||
| Supercuts | 100 | 3 | ||
| SmartStyle/Cost Cutters in Walmart stores | — | 8 | ||
| Portfolio Brands | 194 | 6 | ||
| Total Company-owned salons | 294 | 17 | ||
| as a percent of total franchise and company-owned salons | 7.5 | % | 0.4 | % |
| Total franchise and company-owned salons | 3,941 | 4,408 |
_______________________________________________________________________________
(1)Canadian and Puerto Rican salons are included in the North American salon totals.
(2)Salon counts as of June 30, 2025, include the salons acquired as part of the Alline Acquisition.
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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 to Adjusted EBITDA
(Dollars in thousands)
(Unaudited)
| Three Months Ended June 30, | Twelve Months Ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Reported net income | $ | 116,494 | $ | 91,201 | $ | 123,536 | $ | 91,060 |
| Interest expense | 5,471 | 6,864 | 20,252 | 25,393 | ||||
| Income taxes | (115,406) | 1,070 | (115,496) | 869 | ||||
| Depreciation and amortization | 1,321 | 1,889 | 2,966 | 3,945 | ||||
| Long-lived asset impairment | — | 628 | 352 | 798 | ||||
| EBITDA | $ | 7,880 | $ | 101,652 | $ | 31,610 | $ | 122,065 |
| Stock-based compensation expense (1) | (103) | 358 | 1,940 | 1,559 | ||||
| Loss (gain) on discontinued operations | 1,892 | 96 | (6,504) | (1,993) | ||||
| Gain on extinguishment of long-term debt, net | — | (94,611) | — | (94,611) | ||||
| Discrete items (2) | 3 | 258 | 4,529 | 472 | ||||
| Adjusted EBITDA, non-GAAP financial measure | $ | 9,672 | $ | 7,753 | $ | 31,575 | $ | 27,492 |
_______________________________________________________________________________
(1)Beginning in first quarter fiscal year 2025, management made the determination to exclude stock-based compensation expenses from the adjusted EBITDA calculation. This change has been retroactively applied to all prior periods presented accordingly.
(2)Discrete items include one-time professional fees and legal settlements, severance expense, the benefit from lease liability decreases in excess of previously impaired right of use asset, lease termination fees and asset retirement obligation costs.
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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, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Franchise adjusted EBITDA | $ | 7,678 | $ | 6,469 | $ | 28,362 | $ | 27,815 | ||||
| GAAP franchise revenue | 39,855 | 47,092 | 166,403 | 195,659 | ||||||||
| Franchise adjusted EBITDA as a percent of GAAP franchise revenue | 19.3 | % | 13.7 | % | 17.0 | % | 14.2 | % | ||||
| Non-margin revenue adjustments: | ||||||||||||
| Franchise rental income | $ | (18,075) | $ | (22,724) | $ | (76,599) | $ | (95,258) | ||||
| Advertising fund contributions | (5,590) | (5,856) | (21,924) | (25,663) | ||||||||
| Adjusted franchise revenue | $ | 16,190 | $ | 18,512 | $ | 67,880 | $ | 74,738 | ||||
| Franchise adjusted EBITDA as a percent of adjusted franchise revenue | 47.4 | % | 34.9 | % | 41.8 | % | 37.2 | % |
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REGIS CORPORATION
Reconciliation of Reported Net Income to Adjusted Net Income (Loss)
(Dollars in thousands)
(Unaudited)
| Three Months Ended June 30, | Twelve Months Ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Net income | $ | 116,494 | $ | 91,201 | $ | 123,536 | $ | 91,060 |
| Stock-based compensation | (103) | 358 | 1,940 | 1,559 | ||||
| Long lived asset impairment | — | 629 | 352 | 798 | ||||
| Discontinued operations | 1,892 | 96 | (6,504) | (1,993) | ||||
| Gain on debt restructuring | — | (94,611) | — | (94,611) | ||||
| Discrete items (1) | (116,261) | 320 | (111,687) | 1,015 | ||||
| Adjusted net income (loss) | $ | 2,022 | $ | (2,007) | $ | 7,637 | $ | (2,172) |
_______________________________________________________________________________
(1) Discrete items include partial release of valuation allowance of $(116.3) million in the three and twelve months ended June 30, 2025, as well as one-time professional fees and legal settlements, severance expense, the benefit from lease liability decreases in excess of previously impaired right of use asset, lease termination fees and asset retirement obligation costs.
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REGIS CORPORATION
Reconciliation of Reported Earnings Per Diluted Share to Adjusted Earnings (Loss) Per Diluted Share
(Unaudited)
| Three Months Ended June 30, | Twelve Months Ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Reported earnings per diluted share | $ | 42.58 | $ | 38.10 | $ | 46.10 | $ | 38.34 |
| Stock compensation | (0.04) | 0.15 | 0.72 | 0.67 | ||||
| Long lived asset impairment | — | 0.27 | 0.13 | 0.34 | ||||
| Discontinued operations | 0.69 | 0.04 | (2.43) | (0.85) | ||||
| Gain on debt restructuring | — | (40.39) | — | (40.45) | ||||
| Discrete items (1) | (42.49) | 0.15 | (41.67) | 0.44 | ||||
| Impact of change in weighted average shares (2) | — | 0.84 | — | 0.59 | ||||
| Adjusted earnings (loss) per diluted share | $ | 0.74 | $ | (0.84) | $ | 2.85 | $ | (0.92) |
_______________________________________________________________________________
(1)Discrete items include partial release of valuation allowance of ($42.51) and ($43.40) in the three and twelve months ended June 30, 2025, respectively, as well as one-time professional fees and legal settlements, severance expense, the benefit from lease liability decreases in excess of previously impaired right of use asset, lease termination fees and asset retirement obligation costs.
(2)Non-GAAP net income per share reflects the weighted average shares associated with non-GAAP net income, which includes the dilutive effect of common stock equivalents. The impact of the adjustments described above result in the effect of the common stock equivalents to be dilutive to the non-GAAP net income per share.
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