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Financial Analysis

Filing-based analysis. Market pricing is not included. Fundamentals from SEC filings; economic data from FRED and the BLS. About our data

Fundamentals

REGIS CORP RGS

· Consumer · Services-Personal Services

FY2026 10-K, filed 2026-09-01
SEC EDGAR

Filing evidence summary

Mixed evidenceCoverage 5/5 core metrics

Flagged areas: Solvency & liquidity, Dilution.

Backward-looking filed evidence under visible rules - not a rating, forecast or investment advice. Missing data is never scored.

Evidence signals

  • 5 filing risk checks flagged

    Flagged areas: Solvency & liquidity, Dilution.

    Why this surfaced

    The full financial analysis shows each value, threshold, and sector limitation.

  • Revenue expanded

    Latest reported annual revenue changed +6.8% from the prior reported annual observation.

    Why this surfaced

    Direction threshold: above +2% constructive; below -2% caution; otherwise monitor. This is not labeled one-year growth when filing periods have a gap. Period end 2026-06-30.

  • Operating margin improved

    Operating margin changed +1.4 percentage points from the prior annual period.

    Why this surfaced

    Direction threshold: more than +1 percentage point constructive; below -1 point caution. Period end 2026-06-30.

  • Free cash flow was positive

    Latest reported free cash flow was $11M.

    Why this surfaced

    Free cash flow = operating cash flow minus capital expenditures; positive is supporting evidence, not a valuation conclusion. Period end 2026-06-30.

Core trend metrics

Latest annual revenue growth
+6.8%
as of 2026-06-30
Latest annual operating margin
10.9%
as of 2026-06-30
Free cash flow
$11M
as of 2026-06-30
Debt / equity
0.60x
as of 2026-06-30
ROIC snapshot
6.4%
period varies

Hover a tile for its exact definition; the Statements tab carries per-cell filing citations.

Where to look next

Risk checks

5of 10 rule-based checks flagged
  • Solvency & liquidity
  • Dilution

Financial movement

  • Cash→ flat
  • Long-term debt→ flat
  • Inventory→ flat
  • Receivables→ flat
  • Current assets→ flat

Source & freshness

Source
SEC EDGAR XBRL
Fetched
2026-10-31
Latest period end
2026-06-30
Filings
EDGAR ↗

Reported segment mix

figures as filed · share of the filed sum · change vs the prior period in the same filing
Fiscal year ending 2026-06-3010-K filed 2026-09-01prior period 2025-06-30 from the same filingView filing
By business segment
Revenue
  • Franchise Segment$146M
    65.1%
    -12.2% yoy
  • Companyowned Segment$78.3M
    34.9%
    +79.1% yoy

Members sum to the consolidated $224M for this period.

Operating income
  • Franchise Segment$21.1M
    86.1%
    +4.5% yoy
  • Companyowned Segment$3.4M
    13.9%
    -1695.3% yoy

Members sum to the consolidated $24.4M for this period.

By product or service
Revenue
  • Company Owned Salon Products And Services$78.3M
    47.3%
    +79.1% yoy
  • Royalty$54.6M
    33.0%
    -6.2% yoy
  • Advertising$21.4M
    12.9%
    -2.4% yoy
  • Fees$7.25M
    4.4%
    -25.4% yoy
  • Franchise Fees$4M
    2.4%
    -41.2% yoy
  • Franchisees Products$0
    0.0%
    no prior

Members sum to $166M against $224M consolidated (residual $58.9M) - eliminations or corporate lines the filer did not tag on this axis.

By geography
Revenue
  • United States$209M
    93.2%
    +7.8% yoy
  • Outside the United States$15.2M
    6.8%
    -4.6% yoy

Members sum to the consolidated $224M for this period.

Latest quarter
Quarter ending 2026-03-3110-Q filed 2026-05-13prior period 2025-03-31 from the same filingView filing
  • Franchise Segment$33.3M
    63.6%
    -12.4% yoy
  • Companyowned Segment$19.1M
    36.4%
    +0.8% yoy

Change is against the same quarter a year earlier, as reported in the same 10-Q.

Source: SEC DERA Financial Statement and Notes data sets. Dimensional XBRL facts on the business-segment, product/service and geographic axes; the engine keeps the accession of every figure. Descriptive and educational, not advice.

Peer percentiles

latest fiscal year ending 2026-06-30 · among 4,048 US-listed filers · 477 in Consumer
MetricValuevs all filersvs sector
Revenue
latest fiscal-year revenue as filed
$224M
34thof 3,239
middle third
16thof 460
bottom third
Revenue growth
latest fiscal-year revenue vs the prior fiscal year
6.8%
52ndof 3,076
middle third
67thof 447
top third
Operating margin
operating income ÷ revenue
10.9%
70thof 2,769
top third
78thof 431
top third
Net margin
net income ÷ revenue
3.1%
52ndof 3,204
middle third
55thof 457
middle third
Free-cash-flow margin
(operating cash flow − |capex|) ÷ revenue
5.0%
51stof 2,633
middle third
59thof 416
middle third
Return on equity
net income ÷ stockholders' equity (positive equity only)
3.6%
48thof 3,513
middle third
38thof 406
middle third
Stock comp ÷ revenue
stock-based compensation ÷ revenue · lower is ranked higher
0.4%
90thof 2,845
top third
72ndof 413
top third
Days sales outstanding
receivables ÷ revenue × 365 · lower is ranked higher
15 days
86thof 2,366
top third
65thof 381
middle third
Net debt ÷ operating cash flow
net debt ÷ operating cash flow (OCF > 0) · lower is ranked higher
7.0×
17thof 1,517
bottom third
13thof 243
bottom third
Cash conversion
operating cash flow ÷ net income (net income > 0)
1.9×
64thof 2,235
middle third
60thof 314
middle third
Cash-flow accrual ratio
(net income − operating cash flow) ÷ average total assets · lower is ranked higher
-1.1%
27thof 3,835
bottom third
18thof 456
bottom third
Balance-sheet accrual ratio
change in net operating assets ÷ average net operating assets · lower is ranked higher
1.9%
55thof 3,292
middle third
47thof 359
middle third

Each filer's latest fiscal year as stored by the nightly crawl; fiscal year ends differ across the universe. A metric ranks only filers for which it is computable from filed facts. Ties split; a rank reads "better than N% of filers" in the metric's own direction. Descriptive and educational, not a rating.

Earnings quality

latest fiscal year ending 2026-06-30 · accruals and cash conversion as filed
Cash conversion
1.89×
operating cash flow ÷ net income, latest fiscal year
Cash-flow accrual ratio
-1.1%
(net income − operating cash flow) ÷ average total assets
Balance-sheet accrual ratio
1.9%
change in net operating assets ÷ average net operating assets
Cash-backed years
2 of 5
fiscal years where operating cash flow met or exceeded net income
Mean cash conversion
0.66×
across the stored fiscal years with positive net income

Per fiscal year from filed facts: cash conversion = operating cash flow / net income (net income > 0); cash-flow accrual ratio = (net income - operating cash flow) / average total assets; balance-sheet accrual ratio = change in net operating assets / average net operating assets, NOA = (assets - cash) - (liabilities - debt). Descriptive; a missing input yields a missing ratio. High accrual ratios and cash conversion well below one are the measures the accruals literature associates with less persistent earnings; they are screens to read the cash-flow statement with, not conclusions. The per-year series is part of Pro risk analysis.

Point-in-time ledger

first-reported vs latest filing · periods since 2020-01-01 · 11 changed periods
Line itemPeriodFirst reportedLatest filingChangeFilings
Operating income
OperatingIncomeLoss
quarter 2021-12-31-$1.13M
10-Q 2022-02-03
-$488K
10-Q 2023-02-01
+56.7%first · latest
Operating income
OperatingIncomeLoss
quarter 2021-09-30-$5.8M
10-Q 2021-11-04
-$4.88M
10-Q 2022-11-01
+15.8%first · latest
Operating income
OperatingIncomeLoss
quarter 2022-03-31-$25.4M
10-Q 2022-05-10
-$22.2M
10-Q 2023-05-03
+12.7%first · latest
Net income
NetIncomeLoss
quarter 2020-03-31-$75M
10-Q 2020-06-18
-$67.5M
10-Q 2021-05-06
+10.0%first · latest · 3 filings carry it
Operating income
OperatingIncomeLoss
fiscal year 2021-06-30-$104M
10-K 2021-08-26
-$94.7M
10-K 2023-08-23
+9.1%first · latest · 3 filings carry it
Operating income
OperatingIncomeLoss
quarter 2020-03-31-$64.3M
10-Q 2020-06-18
-$59.4M
10-Q 2021-05-06
+7.7%first · latest · 3 filings carry it
Receivables
AccountsReceivableNetCurrent
balance at 2021-06-30$27.4M
10-K 2021-08-26
$26.3M
10-K 2022-08-23
-4.0%first · latest · 5 filings carry it
Revenue
Revenues
quarter 2022-03-31$64.7M
10-Q 2022-05-10
$63.8M
10-Q 2023-05-03
-1.4%first · latest
Revenue
Revenues
quarter 2021-12-31$70.3M
10-Q 2022-02-03
$69.3M
10-Q 2023-02-01
-1.4%first · latest
Revenue
Revenues
quarter 2021-09-30$77.8M
10-Q 2021-11-04
$76.8M
10-Q 2022-11-01
-1.2%first · latest
Revenue
Revenues
fiscal year 2021-06-30$415M
10-K 2021-08-26
$412M
10-K 2023-08-23
-0.8%first · latest · 3 filings carry it

10 share-count periods re-presented for a stock split (1-for-20) are listed apart from restatements and not counted above.

First filing reporting each period vs the latest filing carrying it (10-K and 10-Q only, periods since 2020, the extractor's winning tag per concept); a change under 0.5% is treated as rounding; share counts re-presented by an integer split ratio are listed as split adjustments, not restatements. A change can be a restatement, a reclassification or a re-tagging in a later comparative column; the two filings are linked so the reader can see which. Descriptive, not a verdict.

Notes by disclosure type

debt, leases, revenue, segments, contingencies, taxes and more · the filer's own words
Latest annual report10-K FY2026 · filed 20260901View filing
Business combinations · 6,826 characters as filed

ACQUISITIONS On December 19, 2024, the Company transferred consideration to acquire 100 percent of the equity interests of Alline (the Alline Acquisition), its largest franchisee, consisting of 314 salons. The transaction provides Regis with a turn-key operating infrastructure and gets the Company closer to salon operations alongside franchisees, and the salon portfolio provides a testing ground for brand and operational initiatives. The transaction terminated the existing franchise arrangements between Regis and Alline, which resulted in the Company recognizing a loss of $0.2 million upon settlement, which is included in the Consolidated Statements of Operations as a component of operating income for the year ended June 30, 2025. The acquisition was accounted for as a business combination with the purchase price allocated using information available as of December 19, 2024. Assets acquired and liabilities assumed were recorded at estimated fair values based on managements estimates, available information, and supportable assumptions that management considered reasonable. As of June 30, 2025, the purchase price and related allocation were revised as a result of additional information obtained and revisions to the provisional estimates of fair value, including, but not limited to, the completion of independent appraisals and valuations related to property and equipment, intangible assets, right of use assets and corresponding lease obligations. There were no adjustments made t …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

Debt · 3,705 characters as filed

FINANCING ARRANGEMENTS The Company's debt consists of the following: Twelve months ended June 30, 2026 2025 2026 2025 (Cash interest rate %) (Dollars in thousands) Term loan (1) 8.42% 9.14% $ 116,135 $ 118,875 Paid-in-kind interest 11,101 5,376 Deferred financing fees (2) (9,392) (12,174) Term loan, net 117,844 112,077 Revolving credit facility (1) 8.42% 9.14% 1,030 1,030 Fair value of warrants issued to lenders (1,736) (2,314) Total debt, net $ 117,138 $ 110,793 Less: Long-term debt, current portion (3,000) (1,100) Long-term debt, net $ 114,138 $ 109,693 _______________________________________________________________________________ (1) The term loan and revolving credit facility mature on June 24, 2029. The interest rate applicable to any letter of credit is 5.25% and paid currently in cash. (2) Deferred financing fees, inclusive of $4.3 million of original issue discount fees, are amortized on a straight-line basis over the term of the related agreement. The Company's credit agreement, as amended (the 2024 Credit Agreement), includes a $120.0 million term loan and a $25.0 million revolving credit facility, with a $10.0 million minimum liquidity covenant, is secured by the Company's assets, and is set to expire on June 24, 2029. The debt refinancing in June of 2024, was considered a troubled debt restructuring, which resulted in a $94.6 million ($39.83 per weighted average diluted share) gain on the extinguishment of the prior agreement. Any unamortized financing fees that …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

Share-based compensation · 8,725 characters as filed

STOCK-BASED COMPENSATION The Company grants long-term equity-based awards under the Amended and Restated 2018 Long Term Incentive Plan (the Amended and Restated 2018 Plan). The Amended and Restated 2018 Plan, which was approved by the Company's shareholders at its 2025 Annual Meeting of Shareholders, provides for the granting of non-qualified SOs, equity-based SARs and cash-settled SARs, RSUs and PSUs, to employees and non-employee directors of the Company. Under the Amended and Restated 2018 Plan, a maximum of 415,945 shares are approved for issuance. As of June 30, 2026, a maximum of 214,253 shares were available for grant under the Amended and Restated 2018 Plan. All unvested awards are subject to forfeiture in the event of termination of employment, unless accelerated. SAR and RSU awards granted under the Amended and Restated 2018 Plan generally include various acceleration terms, including upon retirement for participants aged 62 years or older or who are aged 55 years or older and have 15 years of continuous service. The Company also has outstanding awards under the 2016 Long Term Incentive Plan (the 2016 Plan), although the 2016 Plan terminated in October 2018 and no additional awards have since been or will be made under the 2016 Plan. The 2016 Plan provided for the granting of SARs, restricted stock awards (RSAs), RSUs and PSUs, as well as cash-based performance grants, to employees and non-employee directors of the Company. The Company also has outstanding awards un …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

Fair value · 2,343 characters as filed

FAIR VALUE MEASUREMENTS Fair value measurements are categorized into one of three levels based on the lowest level of significant input used: Level 1 (unadjusted quoted prices in active markets); Level 2 (observable market inputs available at the measurement date, other than quoted prices included in Level 1); and Level 3 (unobservable inputs that cannot be corroborated by observable market data). Assets and Liabilities Measured at Fair Value on a Recurring Basis As of June 30, 2026, and 2025, the estimated fair value of the Company's cash, cash equivalents, restricted cash, receivables, inventory, deferred compensation assets, debt, and accounts payable approximated their carrying values. The Company recorded the estimated fair value of the contingent consideration liability assumed with the acquisition of Alline. The estimated fair value of the contingent consideration liability is included in the Consolidated Balance Sheets within other noncurrent liabilities, totaling zero dollars and $1.0 million at June 30, 2026, and 2025, respectively. The earn-out liability is adjusted at fair value quarterly until settled utilizing the Monte Carlo simulation, which is a Level 3 input, and changes in fair value are reported in our Consolidated Statements of Operations. Changes in the earn-out liability measured at fair value using Level 3 inputs were as follows: (Dollars in thousands) Earn-out liability at June 30, 2025 $ 1,000 Less: gain on earn-out liability (1,000) Earn-out liabili …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Income taxes · 8,899 characters as filed

INCOME TAXES The components of income from continuing operations before income taxes are as follows: Fiscal Years 2026 2025 2024 (Dollars in thousands) Income (loss) before income taxes U.S. $ 6,801 $ 2,709 $ 91,279 International (930) (1,173) (1,343) $ 5,871 $ 1,536 $ 89,936 In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), which expands income tax disclosure requirements, primarily related to the effective tax rate reconciliation and income taxes paid. We adopted the standard prospectively in fiscal year 2026. The (benefit) provision for income taxes for the fiscal year ended 2026 differs from the amount of income tax determined by applying the applicable U.S. statutory rate to income from continuing operations before income taxes, as a result of the following: Tax Rate Reconciliation Amount Percentage (Dollars in thousands) U.S. federal statutory rate $ 1,233 21.0 % State income taxes, net of federal income tax benefit (1) (79) (1.4) Foreign tax effects Canada Changes in valuation allowance 1,288 21.9 Return to provision true-up (178) (3.0) Other (26) (0.4) United Kingdom 6 0.1 Tax Credits FICA tip credit (911) (15.5) Other tax credits (26) (0.5) Changes in valuation allowances (3,136) (53.4) Nontaxable or nondeductible items Stock-based compensation 529 9.0 FICA tip credit 191 3.2 Gain on earn-out liability (210) (3.6) Other 38 0.7 Changes in unrecognized tax benefits (175) (3.0) Other reconciling items Federal return to provision true-up 333 5.7 Ot …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Legal matters · 1,810 characters as filed

COMMITMENTS AND CONTINGENCIES Contingencies: As of June 30, 2026, the Company was self-insured for most workers' compensation, employment practice liability, and general liability. Workers' compensation and general liability losses are subject to per occurrence and aggregate annual liability limitations. The Company is insured for losses in excess of these limitations. The Company is also self-insured for health care claims for eligible participating employees subject to certain deductibles and limitations. The Company determines its liability for claims incurred but not reported on an actuarial basis. Beginning in fiscal year 2024, the Company transitioned to a third-party guaranteed cost insurance plan for workers' compensation and general liability claims. Litigation and Settlements: The Company is a plaintiff or defendant in various lawsuits and claims arising out of the normal course of business. Like certain other franchisors, the Company has faced allegations of franchise regulation and agreement violations. Additionally, because the Company may be the tenant under a master lease for a location subleased to a franchisee, the Company has faced allegations of nonpayment of rent and associated charges. Further, similar to other large retail employers, the Company has faced, and may continue to face, allegations of purported patent, consumer, and wage and hour violations, some of which involve class actions. Legal costs are expensed as incurred. Litigation is inherently un …

LegalMattersAndContingenciesTextBlock · excerpt; the full note is in the filing

Leases · 6,802 characters as filed

LEASES At contract inception, the Company determines whether a contract is, or contains, a lease by determining whether it conveys the right to control the use of the identified asset for a period of time. If the contract provides the Company the right to substantially all of the economic benefits from the use of the identified asset and the right to direct the use of the identified asset, the Company considers it to be, or contain, a lease. The Company leases its company-owned salons and its corporate facilities under operating leases. The original terms range from one to ten years with many leases renewable for an additional five to ten-year term at the option of the Company. In addition to the obligation to make fixed rental payments for the use of the salons, the Company has variable lease payments that are based on sales levels. For most leases, the Company is required to pay real estate taxes and other occupancy expenses. Total rent includes the following: Fiscal Years 2026 2025 2024 (Dollars in thousands) Office and warehouse rent (1) $ 2,765 $ 2,855 $ 3,075 Lease termination expense (2) 557 386 101 Lease liability benefit (3) (219) (289) (326) Franchise salon rent 222 856 596 Company-owned salon rent (4) 10,127 6,679 2,079 Total $ 13,452 $ 10,487 $ 5,525 _______________________________________________________________________________ (1) Rental income associated with the sublease of the corporate office space is recorded in other income and was $1.3 million and $1.2 mi …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

New accounting pronouncements · 2,215 characters as filed

"Accounting Standards Recently Adopted by the Company: On June 30, 2026, the Company adopted Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. which includes amendments requiring enhanced income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The adoption of ASU 2023-09 did not have a material impact on the Companys consolidated financial statements. See Note 10 to the Consolidated Financial Statements for required disclosures. On June 30, 2026, the Company also adopted ASU 2025-05, ""Financial InstrumentsCredit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets."" The ASU includes amendments which provide entities with a practical expedient to assume that current conditions as of the balance sheet date will remain unchanged for the remaining life of the assets, effectively simplifying credit loss estimations for certain situations. The adoption of ASU 2025-05 did not have a material impact on its financial statements and disclosures. Recently Issued Accounting Standards Not Yet Adopted: In November 2024, the FASB issued ASU 2024-03, ""Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-04) Disaggregation of Income Statement of Expenses,"" which requires additional disclosure of the nature of expenses included in the income statemen …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Revenue recognition · 5,389 characters as filed

REVENUE RECOGNITION: Revenue Recognition and Deferred Revenue: Revenue recognized over time Royalty and advertising fund revenues represent sales-based royalties that are recognized in the period in which the sales occur. Generally, royalty and advertising fund revenues are billed and collected monthly in arrears. Advertising fund revenues and expenditures, which must be spent on marketing and related activities per the franchise agreements, are recorded on a gross basis within the Consolidated Statements of Operations. The treatment increases both the gross amount of reported revenue and expense and generally has no impact on operating income and net income. Franchise fees are billed and received upon the signing of the franchise agreement. Recognition of these fees is deferred until the salon opens and typically recognized over 10 years, but is evaluated for immediate revenue recognition when a salon is acquired by Regis or closed. Franchise rental income is a result of the Company signing leases on behalf of franchisees and entering into sublease arrangements with the franchisees. The Company recognizes franchise rental income and expense when it is due to the landlord. Revenue recognized at point of sale Company-owned salon revenues are recognized at the time when the services are provided, or the guest receives and pays for the merchandise. Revenues from purchases made with gift cards are also recorded when the guest takes possession of the merchandise or services are pr …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

Segment reporting · 6,879 characters as filed

SEGMENT INFORMATION Segment information is presented on the same basis that the Company internally organizes the business for assessing performance and making decisions regarding allocation of resources. The Company's Chief Operating Decision Maker (CODM) is our President and Chief Executive Officer. Revenue, expenses, and operating income (loss) by segment are regularly reviewed by the CODM to make decisions about resources to be allocated to the segments, assess current performance, and forecast future performance. Our CODM manages our business primarily by reviewing consolidated results by segment on a quarterly basis and using those results along with forecasts and other non-financial information in our annual budgeting process. The Company's CODM does not evaluate reportable segments using assets and capital expenditure information. Consistent with our internal management reporting, unallocated expenses include certain items impacting comparability. These unallocated items are not defined terms within GAAP. They are based on how management views the business, makes financial, operating and planning decisions and evaluates the Company's ongoing performance and are not attributable to either segment. Unallocated fees include one-time professional fees and settlements, severance expense, the benefit from lease liability decreases in excess of previously impaired ROU assets, lease termination fees, asset retirement obligation costs, goodwill and long-lived asset impairment c …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

Stockholders' equity · 11,135 characters as filed

SHAREHOLDERS' EQUITY Authorized Shares and Designation of Preferred Class: The Company has 5.0 million shares of capital stock authorized, par value $0.05, of which all outstanding shares, and shares available under the Stock Option Plans, have been designated as common stock. Alline Acquisition: In connection with the Alline Acquisition, the Company issued 140,552 shares of common stock to affiliates of Alline, which were subject to a one-year lock-up following the closing. Stock Warrants Issued in Connection with Long-Term Debt: In connection with the 2024 Credit Agreement (as defined in Note 8 to the Consolidated Financial Statements), the Company issued detachable warrants to affiliates of TCW Asset Management Company, LLC, and Asilia Investments. Pursuant to the warrants, the holders can purchase up to an aggregate 407,542 shares of common stock of the Company, par value $0.05 per share (Common Stock), at an exercise price equal to $7.00 per share. In December 2024, the Company amended the 2024 Credit Agreement. The Company issued additional warrants to affiliates of TCW Asset Management Company, LLC, and Asilia Investments. In connection with this amendment, the warrant holders can purchase up to an aggregate 64,372 shares of Common Stock, at an exercise price equal to $23.86 per share. The warrants issued in connection with the 2024 Credit Agreement and the amendment thereto are exercisable for a seven-year period beginning June 24, 2024, and December 19, 2024, respect …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

Latest quarterly report10-Q FY2026 Q2 · filed 20260205View filing
Business combinations · 6,720 characters as filed

ACQUISITIONS: On December 19, 2024, the Company transferred consideration to acquire 100 percent of the equity interests of Alline (the Alline acquisition), its largest franchisee, consisting of 314 salons. The transaction provides Regis with a turn-key operating infrastructure and gets the Company closer to salon operations alongside franchisees and the salon portfolio provides a testing ground for brand and operational initiatives. The transaction terminated the existing franchise arrangements between Regis and Alline, which resulted in the Company recognizing a loss of $0.2 million upon settlement, which is included in the unaudited Condensed Consolidated Statements of Operations as a component of operating income for the three and six months ended December 31, 2024. The acquisition was accounted for as a business combination with the purchase price allocated using information available as of December 19, 2024. Assets acquired and liabilities assumed were recorded at estimated fair values based on managements estimates, available information, and supportable assumptions that management considered reasonable. As of June 30, 2025, the purchase price and related allocation were revised as a result of additional information obtained and revisions to the provisional estimates of fair value, including, but not limited to, the completion of independent appraisals and valuations related to property and equipment, intangible assets, right of use assets and corresponding lease oblig …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

Debt · 3,760 characters as filed

FINANCING ARRANGEMENTS: The Company's debt consists of the following: Six Months Ended December 31, 2025 Fiscal Year 2025 Balance at December 31, 2025 Balance at June 30, 2025 (Average cash interest rate %) (Dollars in thousands) Term loan (1) 8.65% 9.14% $ 116,735 $ 118,875 Paid-in-kind interest 8,273 5,376 Deferred financing fees (2) (10,694) (12,174) Term loan, net 114,314 112,077 Revolving credit facility (1) 8.65% 9.14% 1,030 1,030 Fair value of warrants issued to lenders (2,025) (2,314) Total debt, net 113,319 110,793 Less: long-term debt, current portion (2,100) (1,100) Total long-term debt, net $ 111,219 $ 109,693 _______________________________________________________________________________ (1) The term loan and revolving credit facility mature on June 24, 2029. The interest rate applicable to any letter of credit is 5.25% and paid currently in cash. (2) Deferred financing fees, inclusive of $4.3 million of Original Issue Discount fees, are amortized on a straight-line basis over the term of the agreement. The Company's credit agreement, as amended, (the 2024 Credit Agreement) includes a $120.0 million term loan and a $25.0 million revolving credit facility, with a $10.0 million minimum liquidity covenant, is secured by the Company's assets, and expires June 24, 2029. The June 2024 refinancing was considered a troubled debt restructuring, which resulted in a $94.6 million ($39.83 per weighted average diluted share) gain on the extinguishment of the prior agreement. …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

Fair value · 2,069 characters as filed

FAIR VALUE MEASUREMENTS: Fair value measurements are categorized into one of three levels based on the lowest level of significant input used: Level 1 (unadjusted quoted prices in active markets); Level 2 (observable market inputs available at the measurement date, other than quoted prices included in Level 1); and Level 3 (unobservable inputs that cannot be corroborated by observable market data). Assets and Liabilities Measured at Fair Value on a Recurring Basis As of December 31, 2025, and June 30, 2025, the estimated fair value of the Company's cash, cash equivalents, restricted cash, receivables, inventory, deferred compensation assets, accounts payable and debt approximated their carrying values. The Company recorded the estimated fair value of the contingent consideration liability assumed with the acquisition of Alline. The estimated fair value of the contingent consideration liability is included in the Condensed Consolidated Balance Sheets within other noncurrent liabilities. The earn-out liability is adjusted at fair value quarterly until settled utilizing the Monte Carlo simulation, and changes in fair value are reported in our Condensed Consolidated Statements of Operations. As of December 31, 2025, management's revised estimates indicated a fair value of zero dollars. The change in the earn-out liability measured at fair value using significant unobservable inputs (Level 3) is as follows: (Dollars in thousands) Earn-out liability at June 30, 2025 $ 1,000 Less: g …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Income taxes · 1,673 characters as filed

INCOME TAXES: A summary of the income tax (expense) benefit and corresponding effective tax rate is as follows: Three Months Ended December 31, Six Months Ended December 31, 2025 2024 2025 2024 (Dollars in thousands) Income tax (expense) benefit $ (1,003) $ (136) $ (1,539) $ 89 Effective tax rate 68.7 % 39.8 % 45.9 % 5.3 % The increase in the Companys effective tax rate for the three and six months ended December 31, 2025, primarily relates to the change in the Company's valuation allowance position during the year ended June 30, 2025, current period discrete tax expense related to share-based compensation, and the impact of tax credits. The income tax provision for the three and six months ended December 31, 2025, is primarily a non-cash deferred tax expense, which is no longer offset by a valuation allowance as a result of the valuation allowance release that occurred for the year ended June 30, 2025. On July 4, 2025, legislation known as the One Big Beautiful Bill Act (OBBBA) was signed into law. The OBBBA makes changes to the United States corporate income tax system, including, among other provisions, the modification of the limitation on business interest deductions under Section 163(j) of the Code, 100 percent bonus depreciation on qualified property and expansion of the 45B FICA Tip Tax Credit provisions applicable to the beauty salon industry. The impacts of the OBBBA are reflected in our results for the three and six months ended December 31, 2025. With limited exce …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Legal matters · 964 characters as filed

COMMITMENTS AND CONTINGENCIES: The Company is a plaintiff or defendant in various lawsuits and claims arising out of the normal course of business. Like certain other franchisors, the Company has faced allegations of franchise regulation and agreement violations. Additionally, because the Company may be the tenant under a master lease for a location subleased to a franchisee, the Company has faced allegations of nonpayment of rent and associated charges. Further, similar to other retail employers, the Company has faced, and may continue to face, allegations of purported class-wide consumer and wage and hour violations. Litigation is inherently unpredictable, and the outcome of these matters cannot presently be determined. Although the actions are being vigorously defended, the Company could incur judgments in the future or enter into settlements of claims that could have a material adverse effect on its results of operations in any particular period.

LegalMattersAndContingenciesTextBlock

Leases · 5,719 characters as filed

LEASES: At contract inception, the Company determines whether a contract is, or contains, a lease by determining whether it conveys the right to control the use of the identified asset for a period of time. If the contract provides the Company the right to substantially all of the economic benefits from the use of the identified asset and the right to direct the use of the identified asset, the Company considers it to be, or contain, a lease. The Company leases its company-owned salons and its corporate facilities under operating leases. The original terms range from one to 11 years with many leases renewable for an additional five to 10-year term at the option of the Company. In addition to the obligation to make fixed rental payments for the use of the salons, the Company has variable lease payments that are based on sales levels. For most leases, the Company is required to pay real estate taxes and other occupancy expenses. Total rent includes the following: Three Months Ended December 31, Six Months Ended December 31, 2025 2024 2025 2024 (Dollars in thousands) Office rent (1) $ 679 $ 700 $ 1,433 $ 1,426 Lease termination expense (2) 82 27 206 79 Lease liability benefit (3) (56) (65) (111) (128) Franchise salon rent 292 881 48 952 Company-owned salon rent (4) 2,601 606 5,245 884 Total $ 3,598 $ 2,149 $ 6,821 $ 3,213 _______________________________________________________________________________ (1) Rental income associated with the sublease of the corporate office space is …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

New accounting pronouncements · 2,383 characters as filed

"Recently Issued Accounting Standards Not Yet Adopted: In December 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU includes amendments requiring enhanced income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The ASU is effective for annual reporting periods beginning after December 15, 2024, and shall be applied prospectively. The Company is currently evaluating the impact this new guidance will have on its annual disclosures for the current fiscal year. In November 2024, the FASB issued ASU 2024-03 ""Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-04) Disaggregation of Income Statement of Expenses"" which requires additional disclosure of the nature of expenses included in the income statement in response to requests from investors for more information about an entitys expenses. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as disclosures about selling expenses. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Revenue recognition · 5,447 characters as filed

REVENUE RECOGNITION: Revenue Recognition and Deferred Revenue: Revenue recognized over time Royalty and advertising fund revenues represent sales-based royalties that are recognized in the period in which the sales occur. Generally, royalty and advertising fund revenues are billed and collected monthly in arrears. Advertising fund revenues and expenditures, which must be spent on marketing and related activities per the franchise agreements, are recorded on a gross basis within the Condensed Consolidated Statements of Operations. The treatment increases both the gross amount of reported revenue and expense and generally has no impact on operating income and net income. Franchise fees are billed and received upon the signing of the franchise agreement. Recognition of these fees is deferred until the salon opens and typically recognized over 10 years, but is recognized immediately when a salon is acquired by Regis or closed. Franchise rental income is a result of the Company signing leases on behalf of franchisees and entering into sublease arrangements with the franchisees. The Company recognizes franchise rental income and expense when it is due to the landlord. Revenue recognized at point of sale Company-owned salon revenues are recognized at the time when the services are provided, or the guest receives and pays for the merchandise. Revenues from purchases made with gift cards are also recorded when the guest takes possession of the merchandise or services are provided. Gif …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

Segment reporting · 7,515 characters as filed

SEGMENT INFORMATION: Segment information is presented on the same basis that the Company internally organizes the business for assessing performance and making decisions regarding allocation of resources. The Company's Chief Operating Decision Maker's (CODM) primary measures of segment performance are revenue and segment adjusted EBITDA. The Companys Chief Executive Officer is the CODM. Revenue and segment adjusted EBITDA are regularly reviewed by the CODM to make decisions about resources to be allocated to the segments, assess current performance, and forecast future performance. The Company's CODM does not evaluate reportable segments using assets and capital expenditure information. Segment adjusted EBITDA is defined as income (loss) from continuing operations before interest, income taxes, depreciation, amortization, and impairment. Consistent with our internal management reporting, unallocated expenses include certain items impacting comparability. These unallocated items are not defined terms within GAAP. They are based on how management views the business, makes financial, operating and planning decisions and evaluates the Company's ongoing performance and are not attributable to either segment. Unallocated fees include one-time professional fees and settlements, severance expense, the benefit from lease liability decreases in excess of previously impaired ROU assets, lease termination fees, asset retirement obligation costs, goodwill and long-lived asset impairment c …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

Source: SEC DERA Financial Statement and Notes data sets (txt.tsv), excerpts of the filer's own note text; the full note is in the linked filing. Excerpts are the first part of each note exactly as tagged in the filing; open the filing for the full text and the tables. Descriptive and educational, not advice.

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