UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2022 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 incorp ...

Regis Corporation Third Quarter Fiscal Year 2022 Results May 10, 2022 –1– Regis Cautionary Statement Regarding Forward-Looking Statements This presentation 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 forw ...

Regis Corporation (NASDAQ:RGS) Q3 2022 Earnings Conference Call May 10, 2022 10:00 AM ET Company Participants Matthew Doctor – President and Chief Executive Officer Kersten Zupfer – Executive Vice President and Chief Financial Officer Biz McShane Murphy – Vice President and Controller Conference Call Participants Grace Menk - Jefferies Biz McShane Murphy Good morning and thank you for joining the Regis Third Quarter 2022 Earnings Release Conference Call. All participants are in a listen-only mode. The prepa ...

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 March 31, 2022 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 o ...

Financial Data and Key Metrics Changes - Total revenues for Q2 2022 were $70 million, a decline of $34 million from the prior year due to 97% of salons being franchised compared to 84% in the previous year [23] - The company reported an operating loss of $1 million, significantly improved from an operating loss of $27 million in the prior-year quarter [26] - Adjusted EBITDA for Q2 2022 was $2 million, compared to a loss of $18 million in the prior year's quarter, reflecting higher operating income and lower costs [27] Business Line Data and Key Metrics Changes - The Franchise segment achieved a profit of $5.5 million for the first time since the pandemic, despite two-year comps being down 17% [12] - The company-owned segment recorded an adjusted EBITDA loss of approximately $3 million, including a charge to increase the inventory reserve by approximately $1 million [29] Market Data and Key Metrics Changes - Systemwide revenue increased by $43 million from the prior year, driven by a 22% improvement in comparable same-store sales [25] - On a two-year basis, systemwide comps were down 17% compared to pre-COVID levels [25] Company Strategy and Development Direction - The company is focused on transitioning to a fully asset-light franchisor model, which is expected to lead to more predictable revenue streams and cash flow generation [18] - Key priorities include strengthening franchisee relationships, recruiting and retaining stylists, driving customer traffic, and enhancing technology through the Opensalon PRO platform [46][48][54] Management's Comments on Operating Environment and Future Outlook - Management acknowledged ongoing challenges due to labor shortages and the pandemic's impact on the hair services market, but expressed optimism about recovery and growth potential [61] - The transition to a franchisor model is complete, and the benefits of fiscal 2021 actions are beginning to take hold [62] Other Important Information - The company has $138 million in liquidity, including $82 million of available revolver capacity and $35 million in cash, providing operational flexibility [32] - G&A expenses are expected to stabilize between $65 million and $70 million annually, with a target to achieve this by Q4 [31] Q&A Session Summary Question: Plans for recruiting and retaining stylists - The company aims to create a preferred workplace for stylists through technology, culture, and career development opportunities [63] Question: Obstacles to the total adoption of Opensalon PRO - Feedback from franchisees indicated areas for improvement in operational needs, and the company is working on addressing these issues [65][66] Question: System sales relative to pre-pandemic levels - Systemwide comps are down approximately 17% compared to pre-COVID levels [70] Question: Breakdown of fees revenue - Approximately half of the $22 million in fees revenue is from Opensalon PRO tech fees, with the remainder from franchise fees and product rebates [72] Question: G&A cost cuts - The company has been able to narrow G&A expenses to the lower end of the previously expected range, achieving this sooner than anticipated [74][75] Question: Driving more customer traffic - The company sees an opportunity to improve customer retention and is focusing on targeted marketing efforts to increase traffic [76][77]

[Part I - Financial Information](index=3&type=section&id=Part%20I%20-%20FINANCIAL%20INFORMATION) The company's financial statements reflect a strategic shift to a franchise model, resulting in decreased assets and liabilities, improved net loss, and increased shareholders' equity from stock issuance [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The unaudited condensed consolidated financial statements for the period ended December 31, 2021, show a decrease in total assets and liabilities, a significant improvement in net loss, and a net cash inflow from financing activities [Condensed Consolidated Balance Sheet](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheet) As of December 31, 2021, total assets and liabilities decreased, while shareholders' equity increased due to capital raised from stock issuance Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | Dec 31, 2021 | June 30, 2021 | | :--- | :--- | :--- | | **Total Assets** | **$926,158** | **$996,383** | | Cash and cash equivalents | $35,442 | $19,191 | | Right of use asset | $548,598 | $611,880 | | **Total Liabilities** | **$887,870** | **$979,337** | | Long-term debt, net | $194,177 | $186,911 | | Long-term lease liability | $457,924 | $518,866 | | **Total Shareholders' Equity** | **$38,288** | **$17,046** | [Condensed Consolidated Statement of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statement%20of%20Operations) For the three months ended December 31, 2021, total revenue decreased due to the franchise model transition, but the net loss narrowed significantly Statement of Operations Summary (in thousands, except per share data) | Metric | Three Months Ended Dec 31, 2021 | Three Months Ended Dec 31, 2020 | Six Months Ended Dec 31, 2021 | Six Months Ended Dec 31, 2020 | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | $70,256 | $104,320 | $148,012 | $215,716 | | Operating Loss | $(1,127) | $(26,755) | $(6,929) | $(58,345) | | Net Loss | $(4,928) | $(32,879) | $(15,306) | $(68,144) | | Net Loss Per Share | $(0.11) | $(0.92) | $(0.37) | $(1.90) | - The shift to a franchise model is evident in the revenue composition change: Royalties and Fees increased, while Company-owned salon revenue and Product sales to franchisees decreased significantly year-over-year[10](index=10&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended December 31, 2021, net cash used in operating activities improved, with financing activities providing a significant cash inflow primarily from stock issuance Cash Flow Summary for Six Months Ended Dec 31 (in thousands) | Cash Flow Activity | 2021 | 2020 | | :--- | :--- | :--- | | Net cash used in operating activities | $(24,328) | $(65,464) | | Net cash (used in) provided by investing activities | $(2,947) | $624 | | Net cash provided by (used in) financing activities | $43,628 | $(1,252) | | **Increase (decrease) in cash** | **$16,219** | **$(66,160)** | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the ongoing impact of COVID-19, the transition from a wholesale product distribution model, and a goodwill impairment test that resulted in no impairment - The COVID-19 pandemic continues to adversely impact salon guest visits and franchisee staffing, reducing revenue and profitability, with government subsidies partially offsetting expenses[22](index=22&type=chunk) - The company is transitioning from a wholesale product distribution model to a third-party model, leading to inventory sales at discounts and the exit of distribution centers in fiscal year 2022[23](index=23&type=chunk) - A goodwill impairment test on the Franchise reporting unit showed its fair value of **$229.0 million** exceeded its carrying value by **15%**, resulting in no impairment charge[27](index=27&type=chunk)[29](index=29&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's transition to an asset-light franchise model, the negative impact of COVID-19, the shift to a third-party product distribution, and improved liquidity [Results of Operations](index=25&type=section&id=Results%20of%20Operations) Consolidated revenue decreased by **32.6%** due to refranchising efforts, partially offset by increased royalty revenue, while the operating loss significantly improved System-Wide Same-Store Sales Growth | Concept | Three Months Ended Dec 31, 2021 | Three Months Ended Dec 31, 2020 | | :--- | :--- | :--- | | SmartStyle | 13.2% | (32.2)% | | Supercuts | 30.8% | (32.9)% | | Portfolio Brands | 16.6% | (30.0)% | | **Consolidated** | **22.1%** | **(32.0)%** | - Consolidated revenue decreased by **$34.0 million** for the three months ended Dec 31, 2021, primarily due to the sale and closure of company-owned salons, accounting for a **$28.8 million** impact[90](index=90&type=chunk) - General and administrative expenses decreased by **$10.7 million (40.1%)** in the quarter due to headcount reductions aligning with the asset-light franchise model[97](index=97&type=chunk) [Results of Operations by Segment](index=29&type=section&id=Results%20of%20Operations%20by%20Segment) The Franchise segment reported improved operating income, while the Company-owned segment's operating loss narrowed significantly due to a reduction in corporate-owned salons Segment Operating Income (Loss) (in millions) | Segment | Three Months Ended Dec 31, 2021 | Three Months Ended Dec 31, 2020 | | :--- | :--- | :--- | | Franchise | $2.1 | $(9.4) | | Company-owned Salons | $(3.2) | $(17.4) | - The number of company-owned salons decreased from **1,037** as of December 31, 2020, to **150** as of December 31, 2021, driving significant changes in segment performance[113](index=113&type=chunk) [Liquidity and Capital Resources](index=31&type=section&id=Liquidity%20and%20Capital%20Resources) As of December 31, 2021, the company maintained strong liquidity with **$35.4 million** in cash and **$138.1 million** available under its credit facility, and improved its debt-to-capitalization ratio through stock issuance - The company has a **$291.7 million** revolving credit facility expiring in March 2023, with **$194.2 million** outstanding and **$81.8 million** available as of December 31, 2021[62](index=62&type=chunk)[119](index=119&type=chunk) - The company utilized its \"at-the-market\" (ATM) offering, issuing **9.3 million** shares for net proceeds of **$37.2 million** during the six months ended December 31, 2021[120](index=120&type=chunk)[130](index=130&type=chunk) Debt to Capitalization Ratio | Date | Debt to Capitalization | | :--- | :--- | | December 31, 2021 | 83.5% | | June 30, 2021 | 91.6% | [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=35&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) No material changes were reported in the company's market risk exposures, which include interest rate and foreign currency exchange rate fluctuations - The company is exposed to market risk from changes in interest rates and foreign currency exchange rates, with no material changes reported during the quarter[134](index=134&type=chunk) [Item 4. Controls and Procedures](index=35&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2021, with no material changes to internal controls over financial reporting - Based on an evaluation by management, the CEO and CFO concluded that the company's disclosure controls and procedures were effective as of December 31, 2021[136](index=136&type=chunk) - There were no material changes in internal controls over financial reporting during the most recent fiscal quarter[137](index=137&type=chunk) [Part II - Other Information](index=36&type=section&id=Part%20II%20-%20Other%20Information) This section covers legal proceedings, risk factors, equity sales, and exhibits, providing additional context to the company's operations and compliance [Item 1. Legal Proceedings](index=36&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various lawsuits and claims arising from normal business operations, including allegations related to franchise regulations and class-wide consumer and wage and hour violations - Regis Corporation is a defendant in various lawsuits arising from its normal business operations, including allegations of franchise regulation violations and class-wide consumer and wage/hour issues[139](index=139&type=chunk) [Item 1A. Risk Factors](index=36&type=section&id=Item%201A.%20Risk%20Factors) No material changes in the company's risk factors were reported compared to its Annual Report on Form 10-K for the fiscal year ended June 30, 2021 - No material changes to risk factors were reported compared to the Annual Report on Form 10-K for the fiscal year ended June 30, 2021[140](index=140&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=37&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company issued **1.2 million** shares for **$5.2 million** in gross proceeds under its \"at-the-market\" offering, with **$54.6 million** remaining authorized for share repurchases, though none occurred - Under its \"at-the-market\" offering, the company issued **1.2 million** shares in the three months and **9.3 million** shares in the six months ended December 31, 2021, for gross proceeds of **$5.2 million** and **$38.4 million**, respectively[142](index=142&type=chunk) - The company did not repurchase any shares during the quarter, with **$54.6 million** remaining available under the approved stock repurchase program[131](index=131&type=chunk)[145](index=145&type=chunk) [Item 6. Exhibits](index=38&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including employment offer letters for executives, CEO and CFO certifications, and financial statements in iXBRL format - Exhibits filed include executive offer letters, Sarbanes-Oxley Act certifications (Sections 302 and 906), and financial data in iXBRL format[147](index=147&type=chunk)

Financial Data and Key Metrics Changes - In Q1 of fiscal 2022, the company reported consolidated revenues of $78 million, representing a $34 million increase from the prior year, attributed to recovery from the COVID-19 pandemic [24] - Same-store sales improved by 23% in Q1, although system-wide sales were down 17% compared to pre-COVID levels, an improvement from a 21% decline in Q4 [10][25] - The operating loss for the quarter was $6 million, significantly improved from a $32 million loss in the prior quarter [26] - Adjusted EBITDA loss was $6 million, compared to a loss of $23 million in Q4 2021 [27] Business Line Data and Key Metrics Changes - The company incurred losses of approximately $3 million from franchise product sales and $1.6 million from company-owned salons, which are not part of the go-forward business [27] - The reorganization aimed at reducing costs is expected to yield annual savings of approximately $5 million, effective from Q2 [7][28] Market Data and Key Metrics Changes - The reopening of Canadian salons marked a significant turning point, with no government-mandated closures impacting operations [32] - The middle part of the country is performing better than coastal regions, but all areas are showing improvement [32] Company Strategy and Development Direction - The company is focused on stylist recruitment, the adoption of the OpenSalon Pro technology platform, and strengthening the franchisee base to drive growth [24][23] - The management team has been revamped to include a mix of tenured leaders and executives with complementary expertise, positioning the company for growth and sustained profitability [23] Management's Comments on Operating Environment and Future Outlook - Management emphasized the importance of labor recruitment as a top priority to address staffing shortages impacting revenue generation [12] - The company is optimistic about the return of beauty school graduates to pre-COVID levels by June 2022, indicating a temporary labor shortage [15][16] - The management believes the company is well-positioned for growth and sustained profitability as it emerges from the pandemic [33] Other Important Information - The company raised $37.2 million in unrestricted cash through its ATM program, enhancing its liquidity position [6][29] - The expected end-state run rate for G&A is projected to be between $65 million and $70 million annually [28] Q&A Session Summary Question: No questions were raised during the call - The call concluded without any questions from participants [34]

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 September 30, 2021 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 jurisdicti ...

Regis Corp. (NASDAQ:RGS) Q4 2021 Earnings Conference Call August 26, 2021 10:00 AM ET Company Participants Biz McShane - Associate Vice President of Finance Felipe Athayde - Chief Executive Officer Kersten Zupfer - Executive Vice President & Chief Financial Officer Conference Call Participants Stephanie Wissink - Jefferies Laura Champine - Loop Capital Biz McShane Good morning and thank you all for joining the Regis Fourth Quarter 2021 Earnings Release Conference Call. All participants are in a listen-only ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2021 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 incorpor ...