Regis Corporation Presentation at ICR Conference January 9th and 10th, 2023 • Largest network and franchisor of hair care salons with approximately 5,400 locations worldwide, the majority of which are represented by five brands –1– REGIS IS A MARKET LEADER IN HAIR SERVICES Over 98% Of Salons Are Franchised(1) $1.2 billion System-wide Revenue (Fiscal Year 2022) 100+ Years of Company Heritage Regis is the largest global salon network in the hair services industry Regis Cautionary Statement Regarding Forward-L ...

Regis Corporation (NASDAQ:RGS) Q1 2023 Earnings Conference Call November 1, 2022 8:30 AM ET Company Participants Biz McShane - Vice President-Corporate Controller Matthew Doctor - President & Chief Executive Officer Kersten Zupfer - Executive Vice President & Chief Financial Officer Conference Call Participants Biz McShane Good morning and thank you for joining the Regis First Quarter 2023 Earnings Release Conference Call. All participants are in a listen-only mode. The prepared remarks by our President and ...

Part I - Financial Information [Financial Statements (Unaudited)](index=2&type=section&id=Item%201.%20Financial%20Statements) Regis Corporation reported $61.9 million in revenue and $1.5 million net income for Q1 FY2023, reflecting a strategic shift and improved profitability [Condensed Consolidated Balance Sheet](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheet) Total assets decreased to $722.0 million, while total liabilities also fell to $751.9 million, resulting in a slight improvement in the shareholders' deficit to $(29.9) million Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | Sep 30, 2022 | June 30, 2022 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $9,505 | $17,041 | | Total current assets | $43,361 | $48,665 | | Goodwill | $173,057 | $174,360 | | Right of use asset | $461,579 | $493,749 | | **Total assets** | **$722,018** | **$769,300** | | **Liabilities & Shareholders' Deficit** | | | | Total current liabilities | $143,330 | $152,840 | | Long-term debt, net | $171,879 | $179,994 | | Long-term lease liability | $379,915 | $408,445 | | **Total liabilities** | **$751,878** | **$800,253** | | **Total shareholders' deficit** | **$(29,860)** | **$(30,953)** | [Condensed Consolidated Statement of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statement%20of%20Operations) Operating income turned positive at $2.5 million, despite total revenue declining to $61.9 million, leading to a net income of $1.5 million due to a gain from discontinued operations Statement of Operations Summary (in thousands, except per share data) | Metric | Q1 FY2023 (ended Sep 30, 2022) | Q1 FY2022 (ended Sep 30, 2021) | | :--- | :--- | :--- | | Total Revenue | $61,871 | $76,818 | | Operating Income (Loss) | $2,470 | $(4,884) | | Income (Loss) from Discontinued Operations | $3,306 | $(1,096) | | **Net Income (Loss)** | **$1,468** | **$(10,378)** | | **Net Income (Loss) per Share** | **$0.03** | **$(0.28)** | [Condensed Consolidated Statement of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) Net cash used in operating activities improved to $5.1 million, with investing activities providing $3.3 million, resulting in a net decrease of $5.7 million in cash and cash equivalents Cash Flow Summary (in thousands) | Cash Flow Activity | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | $(5,057) | $(12,254) | | Net cash provided by (used in) investing activities | $3,316 | $(1,524) | | Net cash (used in) provided by financing activities | $(3,798) | $40,832 | | **(Decrease) increase in cash, cash equivalents, and restricted cash** | **$(5,705)** | **$26,906** | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Key notes include the sale of the OSP business, amendment of the credit agreement to extend maturity, and details on revenue recognition and operating segments - The company sold its Opensalon Pro (OSP) solution on June 30, 2022, and has classified the business as discontinued operations, resulting in a gain of **$3.3 million** for the quarter ended Sep 30, 2022[35](index=35&type=chunk) - In August 2022, the company amended its credit agreement, converting **$180.0 million** of its previous revolving credit facility into a new term loan and reducing the revolving credit facility to **$55.0 million**, extending maturity to August 2025[61](index=61&type=chunk) - The company operates two reportable segments: Franchise Salons (**5,323 locations**) and Company-Owned Salons (**95 locations**) as of September 30, 2022[67](index=67&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Consolidated revenue decreased by **19.4%** due to a strategic shift, yet operating income improved to **$2.5 million** driven by cost reductions and higher royalty rates, with liquidity deemed sufficient [Management's Overview](index=23&type=section&id=MANAGEMENT%27S%20OVERVIEW) The company is transitioning to a third-party product distribution model, impacting revenue recognition, and operates **5,494** worldwide locations - The company is shifting its product business from a wholesale model to a third-party distribution model, which will decrease 'Product sales to franchisees' revenue and increase 'Fees' revenue via rebates from distributors[72](index=72&type=chunk) - As of September 30, 2022, the company's system consisted of **5,494** worldwide locations, including franchised, owned, and minority-interest locations[71](index=71&type=chunk) [Results of Operations](index=24&type=section&id=RESULTS%20OF%20OPERATIONS) Consolidated revenue decreased by **$14.9 million (19.4%)** due to lower product and company-owned salon sales, while operating income improved to **$2.5 million** driven by reduced G&A expenses System-wide Same-Store Sales Growth | Concept | Q1 FY2023 (ended Sep 30, 2022) | Q1 FY2022 (ended Sep 30, 2021) | | :--- | :--- | :--- | | Supercuts | 8.9% | 30.5% | | SmartStyle | (3.2)% | 17.0% | | Portfolio Brands | 3.6% | 18.5% | | **Consolidated System-wide** | **4.5%** | **23.2%** | - Consolidated revenue decreased **$14.9 million (19.4%)**, driven by a **$7.6 million** drop in product sales to franchisees and a **$4.9 million** decrease in company-owned salon revenue[85](index=85&type=chunk) - General and administrative (G&A) expense decreased by **$6.4 million (30.8%)** due to headcount reductions and the closure of distribution centers[94](index=94&type=chunk) [Results of Operations by Segment](index=29&type=section&id=Results%20of%20Operations%20by%20Segment) Franchise segment revenue decreased to **$58.8 million** but operating income improved to **$4.1 million**, while Company-owned segment revenue fell to **$3.1 million** with an increased operating loss of **$1.6 million** Franchise Segment Performance (in millions) | Metric | Q1 FY2023 | Q1 FY2022 | | :--- | :--- | :--- | | Total franchise revenue | $58.8 | $68.8 | | Operating income (loss) | $4.1 | $(3.9) | Company-owned Segment Performance (in millions) | Metric | Q1 FY2023 | Q1 FY2022 | | :--- | :--- | :--- | | Total revenue | $3.1 | $8.0 | | Operating loss | $(1.6) | $(1.0) | [Liquidity and Capital Resources](index=31&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) The company extended its credit agreement maturity to August 2025, maintaining **$9.5 million** in cash and **$38.3 million** in available credit, affirming sufficient liquidity for the next twelve months - In August 2022, the credit agreement was amended, converting the facility to a **$180.0 million** term loan and a **$55.0 million** revolving credit facility, with maturity extended to August 2025[120](index=120&type=chunk) - As of September 30, 2022, the company had **$9.5 million** in cash and cash equivalents and **$38.3 million** in available credit[121](index=121&type=chunk)[122](index=122&type=chunk) - During the quarter, cash used in financing activities was **$3.8 million**, primarily due to **$4.3 million** in debt refinancing fees[129](index=129&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) No material changes were reported regarding the company's market risk exposures, including interest rate and foreign currency exchange rate risks, since the prior fiscal year-end - There has been no material change to the company's market risk from changes in interest rates and foreign currency exchange rates since the June 30, 2022 Annual Report[139](index=139&type=chunk) [Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of September 30, 2022, with no material changes to internal controls over financial reporting - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of September 30, 2022[141](index=141&type=chunk) - No material changes occurred in internal controls over financial reporting during the most recent fiscal quarter[142](index=142&type=chunk) Part II - Other Information [Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings) The company faces various lawsuits, including allegations of franchise regulation violations and breach of agreements, with an increase in claims related to franchising and the pandemic - The company faces various lawsuits, including allegations of franchise regulation violations, breach of agreements, and non-payment of rent on subleased locations[144](index=144&type=chunk) [Risk Factors](index=34&type=section&id=Item%201A.%20Risk%20Factors) No material changes in risk factors were reported compared to the Annual Report on Form 10-K for the fiscal year ended June 30, 2022 - No material changes in risk factors were reported compared to the Annual Report on Form 10-K for the fiscal year ended June 30, 2022[145](index=145&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=35&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company did not issue or repurchase any shares during the quarter, with **$11.6 million** remaining available for issuance and **$54.6 million** authorized for future repurchases - The company did not issue any shares under its "at-the-market" program during the quarter; **$11.6 million** remains available for issuance[147](index=147&type=chunk)[148](index=148&type=chunk) - No shares were repurchased during the quarter. **$54.6 million** remains authorized for future repurchases, but none are expected in fiscal year 2023[149](index=149&type=chunk) [Exhibits](index=36&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including credit agreement amendments and CEO/CFO certifications - Lists exhibits filed with the report, including Amendment No. 6 to the Credit Agreement and CEO/CFO certifications[151](index=151&type=chunk)

Financial Data and Key Metrics Changes - The company reported a total revenue of $66 million for Q4 2022, a decline of $32 million year-over-year, primarily due to 98% of salons being franchised compared to 95% in the prior year and the transition away from the product distribution business [23][24] - Same-store sales growth was 7% in Q4 2022 compared to the same quarter in 2021, with an adjusted EBITDA of $1 million, a significant improvement from a loss of $23 million in the prior year [23][24] - For the full fiscal year, adjusted EBITDA improved by $75 million to a loss of $2 million from a loss of $77 million in fiscal 2021 [24][26] Business Line Data and Key Metrics Changes - The core franchise business posted an adjusted EBITDA of $3 million in Q4 2022, a $12 million improvement compared to a loss of $9 million in the prior year quarter [24] - The company-owned segment recorded an adjusted EBITDA loss of approximately $2 million in Q4 2022, which is a $12 million improvement from the same period last year [24][25] - The company ended the year with 105 corporate-owned salons, down from 276 at the start of the year, contributing to a significant reduction in losses [10][12] Market Data and Key Metrics Changes - The company experienced a positive trend in profitability, with same-store sales growth of 14.8% for the full year compared to fiscal 2021 [11] - The transition to a franchised model has impacted revenue, with a decline attributed to the exit from the product distribution business [23][24] Company Strategy and Development Direction - The company is focused on three top priorities: refinancing debt, providing technology solutions to franchisees, and winding down legacy businesses [5][6] - The sale of the proprietary point-of-sale software, Opensalon Pro, to Zenoti is seen as a strategic move to focus on core hair care franchising rather than technology [8][9] - The company aims to enhance stylist recruitment and retention through increased investment in education and marketing initiatives [15][18] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in delivering consistent positive EBITDA results going forward, citing the company's strong position [13][22] - Challenges remain in stylist retention, customer traffic, and technology, which management acknowledges as critical elements for future growth [13][14] - The company plans to enhance its marketing efforts to drive customer traffic and improve retention [18][19] Other Important Information - The company successfully renegotiated its credit agreement, extending the maturity date to August 2025 and converting existing debt to a term loan [7][30] - The company reported a loss of $39 million in discontinued operations, primarily due to a non-cash goodwill derecognition [27] Q&A Session Summary Question: Can you discuss the 7% comp in the period regarding volume versus value? - Management indicated that the 7% growth was driven by price increases, with expectations for a mix of price and traffic initiatives moving forward [33][34] Question: What is the performance difference between Smart Style and other business lines? - Management noted that Smart Style is lagging behind other brands but highlighted initiatives for reimaging and marketing to improve its performance [35][36] Question: Can you clarify the outstanding lease obligations on the balance sheet? - Management provided details on lease obligations, indicating $7 million associated with APCO salons and the remainder related to corporate and franchise leases [37][38]

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)