10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 FORM 10-Q

(Mark One)

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

Commission file number 1-12725

Regis Corporation

(Exact name of registrant as specified in its charter)

Minnesota			41-0749934
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
3701 Wayzata Boulevard,	Minneapolis	Minnesota	55416
(Address of principal executive offices)			(Zip Code)
(952) 947-7777
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading symbol	Name of exchange on which registered
Common Stock, $0.05 par value	RGS	The Nasdaq Global Market
Rights to Purchase Series A Junior Participating Preferred Stock, $0.05 par value	RGS	The Nasdaq Global Market

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

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

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

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

REGIS CORPORATION

 INDEX

Part I.	Financial Information
	Item 1.	Financial Statements (Unaudited):
		Condensed Consolidated Balance Sheets as of December 31, 2024, and June 30, 2024	3
		Condensed Consolidated Statements of Operations for the Three and Six Months Ended December 31, 2024, and 2023	4
		Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended December 31, 2024, and 2023	5
		Condensed Consolidated Statements of Shareholders' Equity (Deficit) for the Three and Six Months Ended December 31, 2024, and 2023	6
		Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2024, and 2023	7
		Notes to Condensed Consolidated Financial Statements	8
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	25
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
	Item 4.	Controls and Procedures	36
Part II.	Other Information		37
	Item 1.	Legal Proceedings	37
	Item 1A.	Risk Factors	37
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
	Item 5.	Other Information	39
	Item 6.	Exhibits	40
	Signatures		41

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

REGIS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

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

(Dollars in thousands, except per share data)

	December 31, 2024		June 30, 2024
ASSETS
Current assets:
Cash and cash equivalents (Note 7)	$	10,198	$	10,066
Receivables, net	8,313		9,434
Other current assets	24,921		22,550
Total current assets	43,432		42,050
Property and equipment, net	10,699		3,664
Goodwill (Note 1)	188,975		173,146
Other intangibles, net	2,301		2,427
Right of use asset (Note 8)	266,513		287,912
Other assets	18,191		21,297
Total assets	$	530,111	$	530,496
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	16,451	$	12,747
Accrued expenses	20,097		21,644
Short-term lease liability (Note 8)	70,971		69,127
Total current liabilities	107,519		103,518
Long-term debt, net (Note 9)	111,532		99,545
Long-term lease liability (Note 8)	206,872		230,607
Other non-current liabilities	37,470		40,039
Total liabilities	463,393		473,709
Commitments and contingencies (Note 6)
Shareholders' equity:
Common stock, $0.05 par value; issued and outstanding, 2,435,979 and 2,279,948 common shares at December 31, 2024, and June 30, 2024, respectively	122		114
Additional paid-in capital	73,243		69,660
Accumulated other comprehensive income	8,132		8,584
Accumulated deficit	(14,779)		(21,571)
Total shareholders' equity	66,718		56,787
Total liabilities and shareholders' equity	$	530,111	$	530,496

_______________________________________________________________________________ 

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

3

REGIS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

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

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

	Three Months Ended December 31,				Six Months Ended December 31,
	2024		2023		2024		2023
Revenues:
Royalties	$	14,840	$	15,820	$	30,486	$	32,348
Fees	2,917		2,492		5,269		5,123
Product sales to franchisees	—		67		—		451
Advertising fund contributions	5,490		6,808		11,131		14,034
Franchise rental income (Note 8)	20,022		24,087		41,658		48,754
Company-owned salon revenue	3,450		1,779		4,235		3,715
Total revenue	46,719		51,053		92,779		104,425
Operating expenses:
Cost of product sales to franchisees	—		58		—		417
General and administrative	11,155		11,772		25,189		22,501
Rent (Note 8)	2,149		1,394		3,213		2,491
Advertising fund expense	5,490		6,808		11,131		14,034
Franchise rent expense	20,022		24,087		41,658		48,754
Company-owned salon expense (1)	1,946		1,308		2,699		2,798
Depreciation and amortization	460		677		906		1,047
Long-lived asset impairment	—		170		352		170
Total operating expenses	41,222		46,274		85,148		92,212
Operating income	5,497		4,779		7,631		12,213
Other (expense) income:
Interest expense	(4,848)		(6,188)		(9,694)		(12,376)
Other, net	(307)		299		370		99
Income (loss) from operations before income taxes	342		(1,110)		(1,693)		(64)
Income tax (expense) benefit	(136)		107		89		255
Income (loss) from continuing operations	206		(1,003)		(1,604)		191
Income from discontinued operations (Note 3)	7,439		2,000		8,396		2,000
Net income	$	7,645	$	997	$	6,792	$	2,191
Net income per share:
Basic:
Income (loss) from continuing operations	$	0.09	$	(0.43)	$	(0.68)	$	0.08
Income from discontinued operations	3.20		0.85		3.58		0.86
Net income per share (2)	$	3.29	$	0.43	$	2.90	$	0.94
Diluted:
Income (loss) from continuing operations	$	0.07	$	(0.43)	$	(0.68)	$	0.08
Income from discontinued operations	2.63		0.85		3.58		0.84
Net income per share, diluted (2)	$	2.71	$	0.43	$	2.90	$	0.93
Weighted average common and common equivalent shares outstanding:
Basic	2,324		2,341		2,346		2,336
Diluted	2,825		2,341		2,346		2,367

_______________________________________________________________________________

(1)Includes cost of service and product sold to guests in our company-owned salons. Excludes general and administrative expense, rent, and depreciation and amortization related to company-owned salons.

(2)Total is a recalculation; line items calculated individually may not sum to total due to rounding.

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

4

REGIS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

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

(Dollars in thousands)

	Three Months Ended December 31,				Six Months Ended December 31,
	2024		2023		2024		2023
Net income	$	7,645	$	997	$	6,792	$	2,191
Foreign currency translation adjustments	(604)		292		(452)		3
Comprehensive income	$	7,041	$	1,289	$	6,340	$	2,194

_______________________________________________________________________________ 

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

5

REGIS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) (Unaudited)

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

(Dollars in thousands)

	Three Months Ended December 31, 2024
	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total
	Shares	Amount
Balance, September 30, 2024	2,282,395	$	114	$	69,972	$	8,736	$	(22,424)	$	56,398
Net income	—	—		—		—		7,645		7,645
Foreign currency translation	—	—		—		(604)		—		(604)
Stock-based compensation	—	—		330		—		—		330
Net restricted stock activity	13,034	1		(52)		—		—		(51)
Common stock issued in connection with Alline acquisition (Note 13)	140,550	7		2,993		—		—		3,000
Balance, December 31, 2024	2,435,979	$	122	$	73,243	$	8,132	$	(14,779)	$	66,718
	Three Months Ended December 31, 2023
	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total
	Shares	Amount
Balance, September 30, 2023	2,278,479	$	114	$	67,325	$	8,734	$	(111,437)	$	(35,264)
Net income	—	—		—		—		997		997
Foreign currency translation	—	—		—		292		—		292
Stock-based compensation	—	—		392		—		—		392
Net restricted stock activity	971	—		(7)		—		—		(7)
Balance, December 31, 2023	2,279,450	$	114	$	67,710	$	9,026	$	(110,440)	$	(33,590)
	Six Months Ended December 31, 2024
	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total
	Shares	Amount
Balance, June 30, 2024	2,279,948	$	114	$	69,660	$	8,584	$	(21,571)	$	56,787
Net income	—	—		—		—		6,792		6,792
Foreign currency translation	—	—		—		(452)		—		(452)
Stock-based compensation	—	—		665		—		—		665
Net restricted stock activity	15,481	1		(75)		—		—		(74)
Common stock issued in connection with Alline acquisition (Note 13)	140,550	7		2,993		—		—		3,000
Balance, December 31, 2024	2,435,979	$	122	$	73,243	$	8,132	$	(14,779)	$	66,718
	Six Months Ended December 31, 2023
	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total
	Shares	Amount
Balance, June 30, 2023	2,277,828	$	114	$	66,764	$	9,023	$	(112,631)	$	(36,730)
Net income	—	—		—		—		2,191		2,191
Foreign currency translation	—	—		—		3		—		3
Stock-based compensation	—	—		959		—		—		959
Net restricted stock activity	1,622	—		(13)		—		—		(13)
Balance, December 31, 2023	2,279,450	$	114	$	67,710	$	9,026	$	(110,440)	$	(33,590)

_______________________________________________________________________________ 

(1)This activity represents the common stock issued in connection with the Alline acquisition on December 19, 2024. See Note 13 for additional details.

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

6

REGIS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

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

(Dollars in thousands)

	Six Months Ended December 31,
	2024		2023
Cash flows provided by (used in) operating activities:
Net income	$	6,792	$	2,191
Adjustments to reconcile net income to cash provided by (used in) operating activities:
Gain from sale of OSP (Note 3)	(8,396)		(2,000)
Depreciation and amortization	853		1,005
Deferred income taxes	(197)		(29)
Non-cash interest	2,513		1,290
Long lived asset impairment	352		170
Stock-based compensation	1,604		890
Amortization of debt discount and financing costs	1,605		1,493
Other non-cash items affecting earnings	569		(29)
Changes in operating assets and liabilities, excluding the effects of asset sales and business acquisitions(1)	(4,909)		(11,834)
Net cash provided by (used in) operating activities	786		(6,853)
Cash flows provided by (used in) investing activities:
Capital expenditures	(444)		(323)
Business acquisitions, net of cash acquired and certain obligations assumed	(18,631)		—
Proceeds from sale of OSP, net of fees	8,463		—
Net cash used in investing activities	(10,612)		(323)
Cash flows provided by (used in) financing activities:
Proceeds from issuance of long-term debt	15,000		—
Borrowings on revolving credit facility	4,326		4,000
Repayments of long-term debt	(526)		(455)
Repayments of revolving credit facility	(10,238)		—
Debt refinancing fees	(814)		(1,216)
Taxes paid for shares withheld	(75)		(13)
Net cash provided by financing activities	7,673		2,316
Effect of exchange rate changes on cash and cash equivalents	(106)		46
Decrease in cash, cash equivalents, and restricted cash	(2,259)		(4,814)
Cash, cash equivalents and restricted cash:
Beginning of period	29,313		21,396
End of period	$	27,054	$	16,582

_______________________________________________________________________________        

(1)Changes in operating assets and liabilities exclude assets and liabilities sold and assets and liabilities acquired through business acquisitions.

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

7

REGIS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.    BASIS OF PRESENTATION OF UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

The unaudited interim Condensed Consolidated Financial Statements of Regis Corporation (the Company) as of December 31, 2024 and for the three and six months ended December 31, 2024 and 2023, reflect, in the opinion of management, all adjustments necessary to fairly state the consolidated financial position of the Company as of December 31, 2024 and its consolidated results of operations, comprehensive income, shareholders' equity (deficit) and cash flows for the interim periods. Adjustments consist only of normal recurring items, except for any discussed in the notes below. The results of operations and cash flows for any interim period are not necessarily indicative of results of operations and cash flows for the full year.

The accompanying unaudited interim Condensed Consolidated Financial Statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, they do not include all disclosures required by accounting principles generally accepted in the United States of America (GAAP). The unaudited interim Condensed Consolidated Financial Statements should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended June 30, 2024, and other documents filed or furnished to the SEC during the current fiscal year.

Alline Salon Group Acquisition:

On December 19, 2024, the Company completed the previously announced transaction to acquire 100 percent ownership of Super C Group, LLC, doing business as Alline Salon Group (Alline). Under the terms of the agreement, the Company paid cash consideration of approximately $19 million, stock consideration valued at $3.0 million, and additional amounts for working capital adjustments and transaction-related fees. Refer to Note 13 to these unaudited Condensed Consolidated Financial Statements for additional information regarding the acquisition. The Company’s financial results for the three and six months ended December 31, 2024, include the results of Alline subsequent to the December 19, 2024, acquisition date.

Goodwill:

The Company assesses goodwill impairment on an annual basis, during the Company's fourth fiscal quarter, and between annual assessments if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. An interim impairment analysis was not required in the three months ended December 31, 2024.

As further described in Note 13 of these unaudited Condensed Consolidated Financial Statements, the acquisition of Alline resulted in a preliminary recognition of approximately $16.6 million in goodwill, which was assigned to the company-owned operating segment.

As of December 31, 2024, and June 30, 2024, the franchise reporting unit had goodwill of $172.4 million and $173.1 million, respectively, and the company-owned reporting unit had $16.6 million of goodwill at December 31, 2024.

Acquisition-Related Costs:

Acquisition-related costs of $1.2 million were incurred during the three and six months ended December 31, 2024, and primarily represent third-party consulting and legal expenses associated with the acquisition of Alline completed on December 19, 2024. These costs were recorded within general and administrative expenses on the December 31, 2024, unaudited Condensed Consolidated Statement of Operations.

Inventory:

On December 31, 2024, the inventory balance of $3.3 million primarily consists of beauty products sold and used in serving our customers in our company-owned salons. This amount is included in other current assets on the December 31, 2024, unaudited Condensed Consolidated Balance Sheet. The preliminary inventory balance acquired in connection with the Alline acquisition consists of shampoo, conditioner, hair care tools, and various other hair care and beauty products available for sale to salon customers and used in the servicing of our customers. The inventory is valued at the lower of cost or net realizable value, with cost determined using a weighted average.

8

Reverse stock split:

On November 29, 2023, the Company effected a one-for-20 reverse stock split of its outstanding common stock, par value $0.05 per share. As a result of the reverse stock split, every 20 shares of common stock issued and outstanding was converted into one share of common stock. The reverse stock split affected all shareholders uniformly and did not alter any shareholder’s percentage interest in the Company’s equity. No fractional shares were issued in connection with the reverse stock split. Shareholders who would otherwise be entitled to a fractional share of common stock were instead entitled to receive a proportional cash payment. All common share and per share amounts presented in the unaudited Condensed Consolidated Financial Statements and accompanying notes have been retroactively adjusted to reflect the reverse stock split.

The reverse stock split affected all issued and outstanding shares of the Company’s common stock, as well as the number of shares of common stock available for issuance under the Company’s outstanding stock options and stock unit awards. The reverse stock split reduced the number of shares of common stock issuable upon the exercise of stock options outstanding and the vesting of stock unit awards outstanding immediately prior to the reverse stock split and correspondingly increased the respective exercise prices or other price dependent terms.

Tax Benefits Preservation Plan:

On January 28, 2024, the Board authorized and declared a dividend of one preferred stock purchase right (a Right) for each outstanding share of common stock. The dividend was payable on February 9, 2024 (the Record Date) to the holders of record of shares of common stock as of the close of business on the Record Date. The description and terms of the Rights are set forth in a Tax Benefits Preservation Plan (the Plan), dated as of January 29, 2024, as the same may be amended from time to time between the Company and Equiniti Trust Company, LLC, as Rights Agent. On January 27, 2025, the Company entered into Amendment No. 1 to the Plan, extending the expiration date of the Plan from January 29, 2025, to January 29, 2028 (the Extension). Pursuant to the terms of the Plan, the Company will submit the Extension to its shareholders for ratification at the next annual or special meeting of its shareholders. The Rights and the Plan will now expire on the earliest of (i) the close of business on January 29, 2028 (or such later date as may be established by the Board of Directors prior to the expiration date as long as the Extension is submitted to the shareholders of the Company for ratification at the next annual or special meeting of shareholders succeeding such extension), (ii) the time at which the Rights are redeemed or exchanged pursuant to the Plan, (iii) the time at which the Rights (other than Rights owned by an Acquiring Person, as defined by the Plan) are exchanged pursuant to the Plan, (iv) the repeal of Section 382 of the U.S. Internal Revenue Code of 1982, as amended, or any successor statute if the Board determines that the Plan is no longer necessary or desirable for the preservation of certain unrecognized tax benefits, or (v) the beginning of a taxable year to which the Board determines that no tax benefits may be carried forward.

Recently Issued Accounting Standards Not Yet Adopted:

In November 2023, the FASB issued ASU No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures," which requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and a description of other segment items (the difference between segment revenue less the segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss) by reportable segment, as well as disclosure of the title and position of the entity’s CODM and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources. The pronouncement is effective for annual reporting periods in fiscal years beginning after December 15, 2023, and for interim periods in fiscal years beginning after December 15, 2024. We do not expect the adoption of this pronouncement to impact our consolidated financial statements beyond the expansion of our reportable segment disclosures.

In December 2023, the 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 fiscal years beginning after December 15, 2024, and shall be applied prospectively. The Company is evaluating the standard and determining the extent of additional disclosures that will be required.

9

2.    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 unaudited 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 is then recognized over the term of the franchise agreement, which is typically 10 years. 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. Gift cards issued by the Company are recorded as a liability (deferred revenue) upon sale and recognized as revenue upon redemption by the guest. Gift card breakage, the amount of gift cards which will not be redeemed, is recognized based on gift card balances with no activity over a 36-month basis. Product sales to franchisees are recorded at the time product is delivered to the franchisee.

Information about receivables, broker fees and deferred revenue subject to the current revenue recognition guidance is as follows:

	December 31, 2024		June 30, 2024		Balance Sheet Classification
	(Dollars in thousands)
Receivables from contracts with customers, net	$	6,923	$	6,887	Receivables, net
Broker fees	6,992		9,369		Other assets
Deferred revenue:
Current
Gift card liability	$	784	$	366	Accrued expenses
Deferred franchise fees open salons	4,220		4,738		Accrued expenses
Total current deferred revenue	$	5,004	$	5,104
Non-current
Deferred franchise fees unopened salons	$	1,580	$	1,783	Other non-current liabilities
Deferred franchise fees open salons	11,797		14,972		Other non-current liabilities
Total non-current deferred revenue	$	13,377	$	16,755

10

Receivables relate primarily to payments due for royalties, advertising fees and rent. The receivables balance is presented net of an allowance for expected credit losses (i.e., doubtful accounts). The Company monitors the financial condition of its franchisees and records provisions for estimated losses on receivables when it believes franchisees are unable to make their required payments based on factors such as delinquencies and aging trends. The allowance for credit losses is the Company's best estimate of the amount of probable credit losses related to existing accounts and notes receivables. The Company offers financing to SmartStyle® franchisees when they remodel their salons. Included in other assets is a receivable of $0.8 million, partially offset by a credit loss reserve of $0.2 million, related to this financing program. The following table is a rollforward of the allowance for credit losses for the period:

	Six Months Ended December 31,
	2024		2023
	(Dollars in thousands)
Balance at beginning of period	$	6,227	$	7,297
Provision for doubtful accounts	1,485		459
Provision for franchisee rent	588		351
Recoveries	(694)		(333)
Write-offs	(132)		(1,399)
Other (1)	73		(67)
Balance at end of period	$	7,547	$	6,308

______________________________________________________________________________________

(1)Includes currency fluctuation.

Broker fees are the costs associated with using external brokers to identify new franchisees. These fees are paid upon the signing of the franchise agreement and recognized as general and administrative expense over the term of the franchise agreement. The following table is a rollforward of the broker fee balance for the periods indicated:

	Six Months Ended December 31,
	2024		2023
	(Dollars in thousands)
Balance at beginning of period	$	9,369	$	12,471
Amortization	(1,246)		(1,415)
Write-offs (1)	(1,131)		(111)
Balance at end of period	$	6,992	$	10,945

________________________________________________________________________________________

(1)Broker fees of $0.9 million were written off in connection with the Alline acquisition for the three and six months ended December 31, 2024.

Deferred franchise fees related to open salons are generally recognized on a straight-line basis over the term of the franchise agreement. Franchise fee revenue for the three months ended December 31, 2024, and 2023 was $2.1 million and $1.6 million, respectively, and for the six months ended December 31, 2024, and 2023 was $3.7 million and $3.3 million, respectively. Estimated revenue expected to be recognized in the future related to deferred franchise fees for open salons as of December 31, 2024, is as follows (dollars in thousands):

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Remainder of 2025	$	2,110
2026	3,977
2027	3,518
2028	2,796
2029	1,603
Thereafter	2,013
Total	$	16,017

12

3.    DISCONTINUED OPERATIONS:

On June 30, 2022, the Company sold its Opensalon® Pro (OSP) software-as-a-service solution to Soham, Inc. As a result of the sale, the Company classified the OSP business as discontinued operations in the financial statements for all periods presented. During the three and six months ended December 31, 2024, the Company received $7.5 million and $8.5 million of proceeds related to the number of salons migrating to Soham's Zenoti product, respectively. During the three and six months ended December 31, 2023, the Company received $2.0 million of proceeds that had been previously held back for general indemnity provisions. No income taxes have been allocated to discontinued operations based on the methodology required by accounting for income taxes guidance. Cash used in investing activities for the six months ended December 31, 2024, includes $8.5 million of cash from discontinued operations.

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4.    SHAREHOLDERS' EQUITY (DEFICIT):

Stock-Based Employee Compensation:

During the three and six months ended December 31, 2024, the Company granted restricted stock units as follows:

	Three Months Ended December 31, 2024	Six Months Ended December 31, 2024
Restricted stock units (RSUs)	78,800	78,800

The RSUs granted during the three and six months ended December 31, 2024, vest in equal amounts over a three-year period subsequent to the grant date.

Total compensation cost for stock-based payment arrangements totaling $0.2 million and $0.3 million, and $1.6 million and $0.9 million for the three and six months ended December 31, 2024, and 2023, respectively, were recorded within general and administrative expense on the unaudited Condensed Consolidated Statements of Operations.

Alline Acquisition:

In connection with the Alline acquisition, the Company issued 140,550 shares of common stock to affiliates of Alline, which are 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 9 to the unaudited Condensed 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 the Company’s common stock, par value $0.05 per share, at an exercise price equal to $7.00 per share. The warrants are exercisable for a seven-year period beginning June 24, 2024. The warrants may also be exercised on a cashless basis under certain circumstances under the agreement.

In addition, in connection with the issuance of the warrants, the Company granted an exemption in favor of each holder pursuant to Section 36 of the Tax Benefits Plan, dated January 29, 2024, among the Company and Equiniti Trust Company, LLC, such that neither holder was deemed to be an Acquiring Person solely in connection with (i) the issuance of the warrants nor (ii) the acquisition of beneficial ownership of securities of the Company pursuant to the exercise of the warrants.

The warrants and the shares of common stock issuable upon the exercise of such warrants have not been registered under the Securities Act of 1933, as amended (the Securities Act), and may not be sold absent registration or an applicable exemption from the registration requirements of the Securities Act. Based in part upon the representations of each holder in each warrant, the offering and sale of each warrant is exempt from registration under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act.

The warrants are valued at $1.5 million using a relative fair value method and were accounted for through additional paid-in capital. Further, the related financing fees incurred as a result of warrant issuance is recorded through a contra-equity account and amounts to $0.2 million.

Prior to the second anniversary of the issue date, the Company may call for cancellation up to an aggregate 203,771 shares of common stock underlying the warrants for consideration equal to $15.00 per share; provided, that the volume weighted average price on the trading day immediately preceding the date the Company delivers a written call notice to a holder exceeds $20.00. As of December 31, 2024, the Company has no intentions of exercising this call provision. The Company will reassess this provision on a quarterly basis.

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5.     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,
	2024			2023			2024			2023
	(Dollars in thousands)
Income tax (expense) benefit	$	(136)		$	107		$	89		$	255
Effective tax rate	39.8		%	9.6		%	5.3		%	398.4		%

The recorded tax provision and effective tax rate for the three and six months ended December 31, 2024, and 2023 were different than what would normally be expected, primarily due to the impact of the deferred tax valuation allowance.

With limited exceptions, due to net operating loss carryforwards, our federal, state, and foreign tax returns are open to examination for all years since 2014, 2013, and 2016, respectively.

6.     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.

7.    CASH, CASH EQUIVALENTS AND RESTRICTED CASH:

The table below reconciles the cash and cash equivalents balances and restricted cash balances recorded within other current assets on the unaudited Condensed Consolidated Balance Sheets to the amount of cash, cash equivalents and restricted cash reported on the unaudited Condensed Consolidated Statements of Cash Flows:

	December 31, 2024		June 30, 2024
	(Dollars in thousands)
Cash and cash equivalents	$	10,198	$	10,066
Restricted cash, included in other current assets (1)	16,856		19,247
Total cash, cash equivalents and restricted cash	$	27,054	$	29,313

_______________________________________________________________________________

(1)Restricted cash within other current assets primarily relates to consolidated advertising cooperatives funds, which can only be used to settle obligations of the respective cooperatives, and contractual obligations to collateralize the Company's self-insurance programs.

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8.    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 also 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,
	2024		2023		2024		2023
	(Dollars in thousands)
Office rent (1)	$	700	$	748	$	1,426	$	1,574
Lease termination expense	27		174		79		161
Lease liability benefit (2)	(65)		(95)		(128)		(223)
Franchise salon rent (3)	881		(96)		952		(434)
Company-owned salon rent (4)	606		663		884		1,413
Total	$	2,149	$	1,394	$	3,213	$	2,491

_______________________________________________________________________________

(1)Rental income associated with the sublease of corporate office space is recorded in other income and was $0.3 million and $0.6 million for the three and six months ended December 31, 2024, respectively.

(2)Upon termination of previously impaired leases, the Company derecognizes the corresponding ROU assets and lease liabilities, which results in a net gain. In addition, the Company recognizes a benefit from lease liabilities decreasing in excess of previously impaired ROU assets for ongoing leases that were previously impaired.

(3)Franchise salon rent is a benefit in the three and six months ended December 31, 2023, due to settlements with landlords for less than previously accrued.

(4)Note that this amount includes 12 days of rent related to the Alline salons acquired during the quarter. See Note 13.

The Company leases salon premises in which the majority of its franchisees operate and has entered into corresponding sublease arrangements with franchisees. All lease-related costs are passed through to the franchisees. The Company records the rental payments due from franchisees as franchise rental income and the corresponding amounts owed to landlords as franchise rent expense on the unaudited Condensed Consolidated Statements of Operations. For the three and six months ended December 31, 2024, and 2023, franchise rental income and franchise rent expense were $20.0 million and $24.1 million, and $41.7 million and $48.8 million, respectively. These leases generally have lease terms of approximately five years. The Company expects to renew the SmartStyle master lease and some leases for locations subleased to our franchisees upon expiration of those leases. Other leases are expected to be renewed by the franchisee upon expiration.

All the Company's leases are operating leases. The lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date, including one lease term option when the lease is expected to be renewed. The ROU asset is initially and subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, less accrued lease payments and unamortized lease incentives received, if any. Expense for lease payments is recognized on a straight-line basis over the lease term, including the lease renewal option when the lease is expected to be renewed. Generally, the non-lease components, such as real estate taxes and other occupancy expenses, are separate from rent expense within the lease and are not included in the measurement of the lease liability because these charges are variable.

The discount rate used to determine the present value of the lease payments is the Company's estimated collateralized incremental borrowing rate, based on the yield curve for the respective lease terms, as the interest rate implicit in the lease cannot generally be determined. The Company uses the portfolio approach in applying the discount rate based on the original lease term. The weighted average remaining lease term was 4.92 and 5.05 years, and the weighted average discount rate was 5.47% and 5.13% for all salon operating leases as of December 31, 2024, and June 30, 2024, respectively.

As of December 31, 2024, future operating lease commitments, including one renewal option for leases expected to be renewed, to be paid and received by the Company were as follows (dollars in thousands):

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Fiscal Year	Leases For Franchise Salons		Leases For Company-Owned Salons		Corporate Leases		Total Operating Lease Payments		Sublease Income to be Received from Franchisees		Net Rent Commitments
Remainder of 2025	$	36,048	$	4,270	$	672	$	40,990	$	(36,048)	$	4,942
2026	64,630		6,864		1,367		72,861		(64,630)		8,231
2027	56,168		4,941		1,401		62,510		(56,168)		6,342
2028	47,900		3,755		1,436		53,091		(47,900)		5,191
2029	37,938		2,746		1,472		42,156		(37,938)		4,218
Thereafter	40,076		5,323		1,509		46,908		(40,076)		6,832
Total future obligations	$	282,760	$	27,899	$	7,857	$	318,516	$	(282,760)	$	35,756
Less amounts representing interest	34,429		5,407		837		40,673
Present value of lease liability	$	248,331	$	22,492	$	7,020	$	277,843
Less short-term lease liability	57,955		11,932		1,084		70,971
Long-term lease liability	$	190,376	$	10,560	$	5,936	$	206,872

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9.    FINANCING ARRANGEMENTS:

The Company's debt consists of the following:

	Three Months Ended December 31, 2024	Fiscal Year	Balance at December 31, 2024		Balance at  June 30, 2024
		2024
	(Average cash interest rate %)		(Dollars in thousands)
Term loan	8.83%	9.68%	$	119,475	$	105,000
Paid-in-kind interest			2,590		53
Deferred financing fees			(13,508)		(14,244)
Term loan, net			108,557		90,809
Revolving credit facility	8.83%	9.68%	4,326		10,237
Fair value of warrants issued to lenders			(1,351)		(1,501)
Total long-term debt, net			$	111,532	$	99,545

In June 2024, the Company entered into a new credit agreement (the 2024 Credit Agreement). The 2024 Credit Agreement includes a $105.0 million term loan and a $25.0 million revolving credit facility, with a $10.0 million minimum liquidity covenant and matures June 24, 2029. The Company incurred $14.2 million of refinancing fees (including $3.9 million of Original Issue Discount fee) that will be amortized on a straight-line basis over the term of the agreement. As of December 31, 2024, the Company had outstanding standby letters of credit under the revolving credit facility of $9.3 million, primarily related to the Company's self-insurance program. As of December 31, 2024, total available liquidity and available credit under the $25.0 million revolving credit facility, as defined by the 2024 Credit Agreement Amendment, were $15.9 million and $15.7 million, respectively.

The interest rate on the 2024 Credit Agreement is based on the secured overnight financing rate (SOFR) plus margin. The margin applicable to the 2024 Credit Agreement is subject to change based on the Company's total leverage ratio, remeasured annually on a predetermined date set by the lender. When the Company's total leverage ratio is greater than or equal to 3.75 to 1.00, the margin applicable to the new term loan and revolving credit facility is 9.00%. If the Company's leverage ratio is less than 3.75 to 1.00, the margin rate is 8.50%. In either scenario, 4.50% of the margin is paid-in-kind (PIK) interest (added to the principal balance and thereafter accruing interest), and the remainder is paid in cash. The SOFR base rate applicable to the debt has a floor of 2.50% per annum. The margin applicable to any letter of credit is 5.25% and paid in cash.

The agreement contains typical provisions and financial covenants regarding maximum leverage and minimum fixed-charge coverage and a minimum liquidity threshold of $10.0 million. In connection with the 2024 Credit Agreement, the Company issued detachable stock warrants to the debt lenders. The Company was in compliance with its covenants and other requirements of the financing arrangements as of December 31, 2024. The Company's assets serve as collateral to the new credit facility.

The agreement includes scheduled payments totaling $1.1 million in fiscal years 2025 and 2026, payable quarterly. In fiscal years 2027, 2028, and 2029, scheduled payments total $2.6 million. Additionally, excess cash is swept annually per terms of the agreement.

On December 19, 2024, the Company amended the 2024 Credit Agreement (the 2024 Credit Agreement Amendment) for an additional $15.0 million in long-term debt in the form of a term loan. The term loan was provided on the same terms as the original term loan, with respect to maturity and interest rate margins. The $15.0 million in proceeds were used as consideration for the Alline acquisition. The Company incurred $0.4 million of Original Issue Discount fee that will be amortized on a straight-line basis over the term of the agreement. As of December 31, 2024, the Company had cash and cash equivalents of $10.2 million and current liabilities of $107.5 million.

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10.    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).

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, 2024	$	—
Addition for acquisition	3,000
Earn-out liability at December 31, 2024	$	3,000

Assets and Liabilities Measured at Fair Value on a Recurring Basis

As of December 31, 2024, and June 30, 2024, 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 in the unaudited Condensed Consolidated Balance Sheets within accrued expenses and other non-current liabilities, totaling $3.0 million. The earn-out liability is adjusted at fair value at each reporting date until settled, and changes in fair value will be reported in our unaudited Condensed Consolidated Statements of Operations.

The following provides information regarding fair value measurements for our remaining contingent earn-out liability as of December 31, 2024, according to the three-level fair value hierarchy:

(Dollars in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Recurring Fair Value Measurements:
Earn-out liability	$	—	$	—	$	3,000	$	3,000
Total	$	—	$	—	$	3,000	$	3,000

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

We measure certain assets, including the Company's tangible fixed and other assets, and goodwill, at fair value on a nonrecurring basis when they are deemed to be other than temporarily impaired. The fair values of these assets are determined, when applicable, based on valuation techniques using the best information available, and may include quoted market prices, market comparables and discounted cash flow projections.

19

11.    EARNINGS PER SHARE:

The Company's basic earnings per share is calculated as net income divided by weighted average common shares outstanding, excluding unvested outstanding stock options (SOs), stock appreciation rights (SARs), restricted stock units (RSUs) and stock-settled performance units (PSUs). The Company's diluted earnings per share is calculated as net income divided by weighted average common shares and common share equivalents outstanding, which includes shares issued under the Company's stock-based compensation plans and warrants issued in connection with the Company's credit agreement. Stock-based awards with exercise prices greater than the average market price of the Company's common stock are excluded from the computation of diluted earnings per share. The computation of weighted average shares outstanding, assuming dilution, excluded 193,186 and 219,945, and 191,964 and 215,656 of stock-based awards during the three and six months ended December 31, 2024, and 2023, respectively, as they were not dilutive under the treasury stock method.

The following table sets forth the presentation of shares outstanding used in the calculation of basic and diluted earnings per share (EPS):

	Three Months Ended December 31,		Six Months Ended December 31,
	2024	2023	2024	2023
	(Shares in thousands)
Denominator for basic EPS - weighted average common shares	2,324	2,341	2,346	2,336
Dilutive shares associated with option plans	501	—	—	31
Denominator for diluted EPS - weighted average common shares and dilutive potential common shares	2,825	2,341	2,346	2,367
Options excluded from EPS calculation - anti-dilutive	193	220	192	216

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12.    SEGMENT INFORMATION:

Segment information is prepared on the same basis that the chief operating decision maker (CODM) reviews financial information for operational decision-making purposes. The Company's reportable operating segments consisted of the following salons:

	December 31, 2024		June 30, 2024
FRANCHISE SALONS:
Supercuts	1,772		1,946
SmartStyle/Cost Cutters in Walmart stores	1,190		1,232
Portfolio Brands	868		1,117
Total North American salons	3,830		4,295
Total International salons (1)	95		96
Total franchise salons	3,925		4,391
as a percent of total franchise and company-owned salons	92.4	%	99.6	%
COMPANY-OWNED SALONS (2):
Supercuts	111		3
SmartStyle/Cost Cutters in Walmart stores	1		8
Portfolio Brands	211		6
Total company-owned salons	323		17
as a percent of total franchise and company-owned salons	7.6	%	0.4	%
Total franchise and company-owned salons	4,248		4,408

_______________________________________________________________________________

(1)Canadian and Puerto Rican salons are included in the North American salon totals.

(2)Salon counts as of December 31, 2024, include the 314 salons acquired as part of the Alline acquisition. See Note 13 to these unaudited Condensed Consolidated Financial Statements for further details over the transaction.

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Financial information concerning the Company's reportable operating segments is shown in the table below. Segment information is presented in the same way that the Company internally organizes the business for assessing performance and making decisions regarding allocation of resources. The CODM’s primary measures of segment performance are revenue and segment adjusted EBITDA. 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. Asset information by segment is not provided to the CODM. Segment adjusted EBITDA is defined as income from continuing operations before interest, income taxes, depreciation, amortization, and impairment. Beginning in fiscal year 2025, management determined that stock-based compensation expenses will be excluded from adjusted EBITDA. This change has been retrospectively applied to all prior periods presented in this report. Consistent with our internal management reporting, unallocated expenses include certain items impacting comparability. These unallocated items are not defined terms within U.S. 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 and long-lived asset impairment charges.

	Three Months Ended December 31,				Six Months Ended December 31,
	2024		2023		2024		2023
	(Dollars in thousands)
Revenues:
Franchise	$	43,269	$	49,274	$	88,544	$	100,710
Company-owned	3,450		1,779		4,235		3,715
Total revenue	46,719		51,053		92,779		104,425
Segment adjusted EBITDA (1):
Franchise	6,414		6,632		14,400		15,222
Company-owned	725		(337)		376		(835)
Total	7,139		6,295		14,776		14,387
Unallocated expenses (2)	(1,315)		(109)		(3,913)		32
Depreciation and amortization	(460)		(677)		(906)		(1,047)
Long-lived asset impairment	—		(170)		(352)		(170)
Stock-based compensation	(174)		(261)		(1,604)		(890)
Interest expense	(4,848)		(6,188)		(9,694)		(12,376)
Income tax (expense) benefit	(136)		107		89		255
Income from discontinued operations	7,439		2,000		8,396		2,000
Total net income (2)	$	7,645	$	997	$	6,792	$	2,191

_______________________________________________________________________________

(1)Amounts from prior periods may not equal those per the prior period financials due to rounding from updating formulas for consistency purposes.

(2)Unallocated expenses for the three and six months ended December 31, 2024, include severance expenses of $0 and $2.3 million, respectively.

(3)Total is a recalculation; line items calculated individually may not sum to total due to rounding.

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13.    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 Financial Statements 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 on a preliminary basis using information available as of December 31, 2024. Assets acquired and liabilities assumed were recorded at estimated fair values based on management’s estimates, available information, and supportable assumptions that management considered reasonable. The purchase price and related allocation are preliminary and will likely be revised as a result of adjustments to the purchase price, 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, and the contingent consideration arrangement. The final valuations of assets acquired and liabilities assumed may be materially different from the estimated values shown below.

The fair value of total consideration transferred by the Company is $24.6 million, as detailed below.

Consideration	(Dollars in thousands)
Cash, net of cash acquired (1)	$	18,631
Equity instruments (140,552 of Regis common shares) (2)	3,000
Contingent consideration arrangement (preliminary estimate) (3)	3,000
Fair value of total consideration	$	24,631

_______________________________________________________________________________

(1)Includes cash transferred of $20.0 million, net of cash acquired of $1.4 million

(2)The number of common shares (140,552) issued as part of the consideration paid for Alline was determined by dividing the $3.0 million by the 30-trading day volume weighted average price of the common stock as reported on the Nasdaq Global Market as of and including December 17, 2024.

(3)The contingent consideration arrangement requires Regis to pay the former owners of Alline additional cash consideration if certain 4-Wall EBITDA or Adjusted EBITDA thresholds are met for each of the three subsequent annual earnout periods as well as a cumulative 4-Wall EBITDA or Adjusted EBITDA threshold for the cumulative three subsequent annual earnout periods. The potential undiscounted amount of all future payments that Regis could be required to make under the contingent consideration arrangement is between $0 and $3 million. Regis recognized a provisional fair value of $3.0 million on the acquisition date and as of December 31, 2024, which is included in accrued expenses ($1.0 million) and other non-current liabilities ($2.0 million) in the unaudited Condensed Consolidated Balance Sheet. The fair value of the contingent consideration arrangement is provisional while the Company completes its fair value assessment. 4-Wall EBITDA is defined as EBITDA excluding general and administrative expenses.

23

The following table summarizes the estimated fair value of the assets acquired and liabilities assumed as of the acquisition date:

	(Dollars in thousands)
Current assets	$	3,640
Property and equipment	7,414
Goodwill (1)	16,594
Right of use assets	7,292
Other assets	56
Assumed current liabilities	(2,352)
Assumed lease liabilities	(8,013)
Fair value of total consideration	$	24,631

_______________________________________________________________________________

(1)Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Specifically, the goodwill that will be recorded as part of the acquisition of Alline includes the following:

a.the expected synergies and other benefits that we believe will result from combining the operations of Alline with the operations of Regis;

b.any intangible assets that do not qualify for separate recognition.

Goodwill is not amortized and is deductible for tax purposes. All of the goodwill related to the acquisition of Alline is related to our company-owned operating segment. The Company has not yet obtained all the information required to finalize the valuations of the assets acquired and liabilities assumed, primarily because of the proximity of the acquisition date to the balance sheet date of December 31, 2024. As such, we expect that goodwill could change from the amount noted above.

The Company incurred $1.2 million of acquisition related costs which are included in general and administrative expense in Regis’s unaudited Condensed Consolidated Statement of Operations for the periods ended December 31, 2024.

The following table provides revenues and operating income from Alline that are included in our unaudited Condensed Consolidated Financial Statements:

	Three Months Ended December 31, 2024		Six Months Ended December 31, 2024
Total revenues	$	2,703	$	2,703
Operating income	480		480

The following table presents pro forma information as if the Alline Acquisition had occurred on July 1, 2023:

	Three Months Ended December 31,				Six Months Ended December 31,
	2024		2023		2024		2023
Total revenues	$	62,161	$	69,638	$	125,719	$	142,384
Operating income	8,024		5,413		10,861		12,723

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

Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is designed to provide a reader of our consolidated financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. This MD&A should be read in conjunction with the MD&A included in our June 30, 2024, Annual Report on Form 10-K and other documents filed or furnished with the SEC during the current fiscal year.

MANAGEMENT'S OVERVIEW

Regis Corporation (NasdaqGM:RGS) is a leader in the beauty salon industry. As of December 31, 2024, the Company franchised or owned 4,248 locations, primarily in North America. Our locations consisted of 3,925 franchised salons and 323 company-owned salons. Regis’ franchised and corporate locations operate under concepts such as Supercuts®, SmartStyle®, Cost Cutters®, Roosters®, and First Choice Haircutters®. As of December 31, 2024, the Company had 1,945 employees, of which 1,750 were acquired as part of the Alline acquisition.

CRITICAL ACCOUNTING ESTIMATES

The interim unaudited Condensed Consolidated Financial Statements are prepared in conformity with U.S. GAAP. In preparing the interim unaudited Condensed Consolidated Financial Statements, we are required to make various judgments, estimates and assumptions that could have a significant impact on the results reported in the interim unaudited Condensed Consolidated Financial Statements. We base these estimates on historical experience and other assumptions believed to be reasonable under the circumstances. Estimates are considered to be critical if they meet both of the following criteria: (1) the estimate requires assumptions about material matters that are uncertain at the time the accounting estimates are made and (2) other materially different estimates could have been reasonably made or material changes in the estimates are reasonably likely to occur from period to period. Changes in these estimates could have a material effect on our interim unaudited Condensed Consolidated Financial Statements.

Business Combinations

We account for our business combinations using the acquisition method of accounting, which requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, we make significant estimates and assumptions, especially with respect to intangible assets. Our estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Once the purchase accounting is finalized, any subsequent adjustments are reflected in the consolidated statements of operations. Acquisition costs, such as legal and consulting fees, are expensed as incurred.

Goodwill

The Company assesses goodwill impairment on an annual basis, during the Company's fourth fiscal quarter, and between annual assessments if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. An interim impairment analysis was not required in the three months ended December 31, 2024. As of December 31, 2024, and June 30, 2024, the franchise reporting unit had goodwill of $172.4 million and $173.1 million, respectively, and the company-owned reporting unit had goodwill of $16.6 million and $0 as of December 31, 2024, and June 30, 2024, respectively.

Our significant accounting policies can be found in Note 1 to the Consolidated Financial Statements contained in Part II, Item 8 of the June 30, 2024, Annual Report on Form 10-K. There have been no changes to our critical accounting policies from those disclosed on our Form 10-K for the year ended June 30, 2024, except as noted above.

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RESULTS OF OPERATIONS

System-wide results

Our results are impacted by our system-wide sales, which include sales by all points of distribution, whether owned by our franchisees or the Company. While we do not record sales by franchisees as revenue, and such sales are not included in our unaudited Condensed Consolidated Financial Statements, we believe that this operating measure is important in obtaining an understanding of our financial performance. We believe system-wide sales information aids in understanding how we derive royalty revenue and in evaluating performance. In the six months ended December 31, 2024, a net 152 franchise salons have closed, in addition to the 314 salons acquired as part of the Alline Acquisition, which will reduce future royalty income. The Alline acquisition will increase future company-owned salon revenue and expenses.

The following table summarizes system-wide revenue and system-wide same-store sales by concept:

	Three Months Ended December 31,						Six Months Ended December 31,
	2024			2023			2024			2023
	(Dollars in millions)
System-wide revenue	$	274.1		$	292.4		$	559.7		$	599.0
Supercuts	0.5		%	2.6		%	0.7		%	2.4		%
SmartStyle	(6.4)			(2.4)			(6.5)			(2.2)
Portfolio Brands	(2.4)			3.7			(1.7)			3.7
Total system-wide same-store sales (1)	(1.6)		%	1.9		%	(1.4)		%	1.8		%

_______________________________________________________________________________

(1)System-wide same-store sales are calculated as the total change in sales for system-wide franchise and company-owned locations that were open on a specific day of the week during the current period and the corresponding prior period. Quarterly system-wide same-store sales are the sum of the system-wide same-store sales computed on a daily basis. Franchise salons that do not report daily sales are excluded from same-store sales. System-wide same-store sales are calculated in local currencies to remove foreign currency fluctuations from the calculation.

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Condensed Consolidated Results of Operations (Unaudited)

The following table sets forth, for the periods indicated, certain information derived from our unaudited Condensed Consolidated Statements of Operations. The percentages are computed as a percent of total consolidated revenues, except as otherwise indicated, and the increase (decrease) is measured in basis points. Variances calculated on amounts shown in millions may result in rounding differences.

	Three Months Ended December 31,									Six Months Ended December 31,
	2024		2023		2024		2023			2024		2023		2024		2023
	(Dollars in millions)				% of Total Revenue (1) (5)				Increase (Decrease)	(Dollars in millions)				% of Total Revenue (1) (5)				Increase (Decrease)
Royalties	$	14.8	$	15.8	31.8	%	31.0	%	80	$	30.5	$	32.3	32.9	%	31.1	%	180
Fees	2.9		2.5		6.2		4.9		130	5.3		5.1		5.7		4.9		80
Product sales to franchisees	—		0.1		—		0.1		(10)	—		0.5		—		0.4		(40)
Advertising fund contributions	5.5		6.8		11.8		13.3		(150)	11.1		14.0		12.0		13.4		(140)
Franchise rental income	20.0		24.1		42.9		47.2		(430)	41.7		48.8		44.9		46.7		(180)
Company-owned salon revenue	3.5		1.8		7.4		3.5		390	4.2		3.7		4.6		3.6		100
Cost of product sales to franchisees (1)	—		0.1		—		100.0		N/M	—		0.4		—		100.0		N/M
General and administrative	11.2		11.8		23.9		23.1		80	25.2		22.5		27.1		21.5		560
Rent	2.1		1.4		4.6		2.7		190	3.2		2.5		3.5		2.4		110
Advertising fund expense	5.5		6.8		11.8		13.3		(150)	11.1		14.0		12.0		13.4		(140)
Franchise rent expense	20.0		24.1		42.9		47.1		(420)	41.7		48.8		44.9		46.7		(180)
Company-owned salon expense (2)	1.9		1.3		4.2		2.6		160	2.7		2.8		2.9		2.7		20
Depreciation and amortization	0.5		0.7		1.0		1.3		(30)	0.9		1.0		1.0		1.0		—
Long-lived asset impairment	—		0.2		—		0.3		(30)	0.4		0.2		0.4		0.2		20
Operating income (3)	5.5		4.8		11.8		9.4		240	7.6		12.2		8.2		11.7		(350)
Interest expense	(4.8)		(6.2)		(10.4)		(12.1)		(170)	(9.7)		(12.4)		(10.4)		(11.9)		(150)
Other, net	(0.3)		0.3		(0.7)		0.6		(130)	0.4		0.1		0.4		0.1		30
Income tax (expense) benefit (4)	(0.1)		0.1		39.8		9.6		N/A	0.1		0.3		5.3		398.4		N/A
Income (loss) from continuing operations (3)	0.2		(1.0)		0.4		(2.0)		240	(1.6)		0.2		(1.7)		0.2		(190)
Income from discontinued operations	7.4		2.0		15.9		3.9		1,200	8.4		2.0		9.0		1.9		710
Net income (3)	7.6		1.0		16.4		2.0		1,440	6.8		2.2		7.3		2.1		520

_______________________________________________________________________________

(1)Cost of product sales to franchisees is computed as a percent of product sales to franchisees. The basis point change is not meaningful (N/M).

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(2)Includes cost of services and products sold to guests in our company-owned salons. Excludes general and administrative expense, rent and depreciation and amortization related to company-owned salons.

(3)Total is a recalculation; line items calculated individually may not sum to total due to rounding.

(4)Computed as a percent of income (loss) from continuing operations before income taxes. The income tax basis point change is noted as not applicable (N/A) because the discussion within the MD&A is related to the effective income tax rate.

(5)Amounts from prior periods may not equal those per the prior period financials due to rounding from updating formulas for consistency purposes.

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Three and Six Months Ended December 31, 2024, Compared with Three and Six Months Ended December 31, 2023

Royalties

During the three and six months ended December 31, 2024, royalties decreased $1.0 million and $1.9 million, or 6.3% and 5.9%, respectively, primarily due to a decrease in franchise salon count and negative same-store sales.

Fees

During the three and six months ended December 31, 2024, fees increased $0.4 million and $0.1 million, or 16.1% and 2.8%, respectively, primarily due to terminated franchise fees related to Alline salons, partially offset by lower option fees and lower rebate fees from franchise product vendors.

Advertising Fund Contributions

Advertising fund contributions decreased $1.3 million and $2.9 million, or 19.1% and 20.7%, during the three and six months ended December 31, 2024, respectively, primarily due to the decrease in franchise salon count and lower contribution rates.

Franchise Rental Income

During the three and six months ended December 31, 2024, franchise rental income decreased $4.1 million and $7.1 million, or 17.0% and 14.6%, respectively, primarily due to the decrease in franchise salon count and franchisees signing their own leases.

Company-Owned Salon Revenue

During the three and six months ended December 31, 2024, company-owned salon revenue increased $1.7 million and $0.5 million, or 95.6% and 13.5%, respectively, primarily due to the acquisition of Alline.

General and Administrative

General and administrative expense decreased $0.6 million, or 5.1%, for the three months ended December 31, 2024, primarily due to lower headcount resulting in lower compensation expense, partially offset by $1.2 million of acquisition costs associated with the Alline acquisition. General and administrative expense, for the six months ended December 31, 2024, increased $2.7 million, or 11.9%, primarily due to severance costs of $2.3 million and $1.2 million of acquisition costs associated with the Alline acquisition.

Rent

Rent expense increased $0.8 million and $0.8 million, or 57.4% and 28.1%, during the three and six months ended December 31, 2024, respectively. The increase is primarily due to lapping of prior year franchisee rent benefit resulting from settlements with landlords for less than previously accrued.

Advertising Fund Expense

Advertising fund expense decreased $1.3 million and $2.9 million, or 19.1% and 20.7%, during the three and six months ended December 31, 2024, respectively, primarily due to the decrease in franchise salon count and lower contribution rates.

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Franchise Rent Expense

During the three and six months ended December 31, 2024, franchise rent expense decreased $4.1 million and $7.1 million, or 17.0% and 14.6%, respectively, primarily due to the decrease in franchise salon count and franchisees signing their own leases.

Company-Owned Salon Expense

Company-owned salon expense increased $0.6 million, or 45.9%, for the three months ended December 31, 2024, primarily due to the Alline acquisition. Company-owned salon expense for the six months ended December 31, 2024, remained consistent with the same period in the prior year.

Depreciation and Amortization

Depreciation and amortization decreased $0.2 million and $0.1 million, or 29.5% and 9.6%, for the three and six months ended December 31, 2024, respectively, primarily due to other company-owned salon closures, partially offset by the Alline acquisition.

Long-Lived Asset Impairment

During the three and six months ended December 31, 2024, the Company recorded long-lived asset impairment charges of $0 and $0.4 million, respectively, related to the right-of-use asset associated with the corporate office lease. Long-lived asset impairment charges for the three and six months ended December 31, 2023, were $0.2 million.

Interest Expense

Interest expense was $4.8 million and $9.7 million, which included non-cash interest of $1.2 million and $2.5 million in the three and six months ended December 31, 2024. The $1.3 million and $2.7 million decreases in interest expense for the three and six months ended December 31, 2024, respectively, were primarily due to less debt outstanding compared to the three and six months ended December 31, 2023.

Other, Net

Other, net decreased $0.6 million in the three months ended December 31, 2024, primarily due to an unfavorable currency adjustment. Other, net increased $0.3 million in the six months ended December 31, 2024, primarily due to unclaimed property and corporate office sublease income, partially offset by an unfavorable currency adjustment.

Income Tax (Expense) Benefit

During the three months ended December 31, 2024, the Company recognized a tax expense of $0.1 million, with a corresponding effective tax rate of 39.8%, as compared to recognizing a tax benefit of $0.1 million during the three months ended December 31, 2023, with an effective tax rate of 9.6%. During the six months ended December 31, 2024, the Company recognized a tax benefit of $0.1 million, with a corresponding effective tax rate of 5.3%, as compared to recognizing a tax benefit of $0.3 million, with a corresponding effective tax rate of 398.4% during the six months ended December 31, 2023. See Note 5 to the unaudited Condensed Consolidated Financial Statements.

Income from Discontinued Operations

Income from discontinued operations increased $5.4 million and $6.4 million in the three and six months ended December 31, 2024, respectively, due primarily to receiving proceeds from the sale of OSP related to the number of salons migrating to the Zenoti platform. See Note 3 to the unaudited Condensed Consolidated Financial Statements.

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Results of Operations by Segment

Based on our internal management structure, we report two segments: franchise and company-owned salons. See Note 12 to the unaudited Condensed Consolidated Financial Statements. Significant results of continuing operations are discussed below with respect to each of these segments.

Franchise Salons

	Three Months Ended December 31,								Six Months Ended December 31,
	2024			2023			(Decrease) Increase (1)		2024			2023			(Decrease) Increase (1)
	(Dollars in millions)								(Dollars in millions)
Royalties	$	14.8		$	15.8		$	(1.0)	$	30.5		$	32.3		$	(1.8)
Fees	2.9			2.5			0.4		5.3			5.1			0.2
Product sales to franchisees	—			0.1			(0.1)		—			0.5			(0.5)
Advertising fund contributions	5.5			6.8			(1.3)		11.1			14.0			(2.9)
Franchise rental income	20.0			24.1			(4.1)		41.7			48.8			(7.1)
Total franchise revenue (1)	$	43.3		$	49.3		$	(6.0)	$	88.5		$	100.7		$	(12.2)
Franchise same-store sales (2)	(1.5)		%	1.9		%			(1.3)		%	1.8		%
Franchise adjusted EBITDA	$	6.4		$	6.6		$	(0.2)	$	14.4		$	15.2		$	(0.8)
Total franchise salons	3,925			4,651			(726)

_______________________________________________________________________________

(1)Total is a recalculation; line items calculated individually may not sum to total due to rounding.

(2)Franchise same-store sales are calculated as the total change in sales for franchise locations that were open on a specific day of the week during the current period and the corresponding prior period. Quarterly franchise same-store sales are the sum of the franchise same-store sales computed on a daily basis. Franchise salons that do not report daily sales are excluded from same-store sales. Franchise same-store sales are calculated in local currencies to remove foreign currency fluctuations from the calculation.

Three and Six Months Ended December 31, 2024, Compared with Three and Six Months Ended December 31, 2023

Franchise Revenue

Franchise revenue decreased $6.0 million and $12.2 million during the three and six months ended December 31, 2024, respectively. The decreases in franchise revenue during the three and six months ended December 31, 2024, were primarily due to the decrease in franchise salon count and negative same-store sales.

Franchise Adjusted EBITDA

During the three and six months ended December 31, 2024, franchise adjusted EBITDA totaled $6.4 million and $14.4 million, a decrease of $0.2 million and $0.8 million compared to the three and six months ended December 31, 2023, respectively. The decline was primarily due to a decrease in royalties, partially offset by a reduction in general and administrative expenses.

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Company-Owned Salons

	Three Months Ended December 31,						Six Months Ended December 31,
	2024		2023		Increase (1)		2024		2023		Increase (1)
	(Dollars in millions)						(Dollars in millions)
Company-owned salon revenue	$	3.5	$	1.8	$	1.7	$	4.2	$	3.7	$	0.5
Company-owned salon adjusted EBITDA	$	0.7	$	(0.3)	$	1.0	$	0.4	$	(0.8)	$	1.2
Total company-owned salons	323		58		265

_______________________________________________________________________________

(1)Total is a recalculation; line items calculated individually may not sum to total due to rounding.

Three and Six Months Ended December 31, 2024, Compared with Three and Six Months Ended December 31, 2023

Company-Owned Salon Revenue

Company-owned salon revenue increased $1.7 million and $0.5 million during the three and six months ended December 31, 2024, respectively. The increases are primarily driven by the Alline acquisition, partially offset by other company-owned store closures.

Company-Owned Salon Adjusted EBITDA

In the three and six months ended December 31, 2024, company-owned salon adjusted EBITDA improved $1.0 million and $1.2 million, respectively, primarily due to the Alline acquisition, partially offset by the wind-down of underperforming company-owned stores

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LIQUIDITY AND CAPITAL RESOURCES

The Company has a credit agreement with TCW Asset Management Company, LLC, and MidCap Financial Trust, which matures in June 2029. In addition to a $10.0 million minimum liquidity covenant, the agreement includes typical provisions and financial covenants, including leverage and fixed-charge coverage ratio covenants. The agreement was amended in December 2024 in connection with the Alline Acquisition.

Sources of Liquidity

Funds generated by operating activities, available cash and cash equivalents and our credit agreement are our most significant sources of liquidity. The Company believes it has sufficient liquidity, cash on hand and borrowing capacity to meet its obligations in the next twelve months and until maturity of the credit agreement in June 2029.

As of December 31, 2024, cash and cash equivalents were $10.2 million, with $9.4 million and $0.8 million within the United States and Canada, respectively.

As of December 31, 2024, the Company's borrowing arrangements include a $119.5 million term loan, $2.6 million of paid-in-kind interest and a $25.0 million revolving credit facility that matures in June 2029. As of December 31, 2024, the unused available credit under the revolving credit facility was $15.7 million, the credit agreement has a minimum liquidity covenant of $10.0 million, and total available liquidity per the agreement was $15.9 million. See Note 9 to the unaudited Condensed Consolidated Financial Statements.

On June 30, 2022, the Company sold its OSP software-as-a-service solution to Soham, Inc., for a purchase price of $20.0 million in cash plus additional cash proceeds contingent upon the number of salons that migrate to Soham's Zenoti product as their salon technology platform. As of December 31, 2024, the Company has received $28.5 million in cash proceeds related to the sale of and completed migration to the Zenoti platform.

Uses of Cash

The Company closely manages its liquidity and capital resources. The Company's liquidity requirements depend on key variables, including the performance of the business, the level of investment needed to support its business strategies, credit facilities and borrowing arrangements, and working capital management.

Cash Requirements

The Company's most significant contractual cash requirements as of December 31, 2024, were lease commitments and interest payments. See Notes 8 and 9 to the unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

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Cash Flows

Cash Flows from Operating Activities

During the six months ended December 31, 2024, cash provided by operating activities was $0.8 million compared to a $6.9 million cash use in the six months ended December 31, 2023. Cash used in operating activities improved year over year due primarily to our lower cost structure in addition to less cash used for working capital.

Cash Flows from Investing Activities

During the six months ended December 31, 2024, cash used in investing activities of $10.6 million was primarily due to cash used in the acquisition of Alline of $18.6 million, partially offset by the receipt of OSP sale proceeds of $8.5 million. During the six months ended December 31, 2023, cash used in investing activities of $0.3 million was primarily due to salon capital improvements.

Cash Flows from Financing Activities

During the six months ended December 31, 2024, cash provided by financing activities was $7.7 million, primarily as a result of $15.0 million in proceeds from issuance of long-term debt, partially offset by net payments on the revolving credit facility of $5.9 million. During the six months ended December 31, 2023, cash provided by financing activities was $2.3 million, primarily as a result of $4.0 million borrowing under the Company's revolving credit facility, partially offset by $0.5 million of debt repayments and $1.2 million used for debt refinancing fees.

Financing Arrangements

See Note 9 of the Notes to the unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for the quarter ended December 31, 2024 and Note 8 of the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 for additional information regarding our financing arrangements.

Debt to Capitalization Ratio

Our debt to capitalization ratio, calculated as the principal amount of debt, including paid-in-kind interest accrued, as a percentage of the principal amount of debt and shareholders' equity (deficit) at fiscal quarter end, was as follows:

	Debt to Capitalization (1)
December 31, 2024	65.5	%
June 30, 2024	67.0	%

_______________________________________________________________________________

(1)Excludes the long-term lease liability as that liability is offset by the ROU asset.

Share Repurchase Program

In May 2000, the Board approved a stock repurchase program with no stated expiration date. Since that time and through December 31, 2024, the Board has authorized $650.0 million to be expended for the repurchase of the Company's stock under this program. All repurchased shares become authorized but unissued shares of the Company. The timing and amounts of any repurchases depend on many factors, including the market price of the common stock and overall market conditions. During the six months ended December 31, 2024, the Company did not repurchase any shares. As of December 31, 2024, approximately 1.5 million shares have been cumulatively repurchased for $595.4 million, and $54.6 million remain outstanding under the approved stock repurchase program. The Company does not anticipate repurchasing shares of common stock for the foreseeable future.

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SAFE HARBOR PROVISIONS UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This Quarterly Report on Form 10-Q, as well as information included in, or incorporated by reference from, future filings by the Company with the Securities and Exchange Commission and information contained in written material, press releases and oral statements issued by or on behalf of the Company contains or may contain "forward-looking statements" within the meaning of the federal securities laws, including statements concerning anticipated future events and expectations that are not historical facts. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements in this document reflect management's best judgment at the time they are made, but all such statements are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those expressed in or implied by the statements herein. Such forward-looking statements are often identified herein by use of words including, but not limited to, "may," "will," "believe," "project," "forecast," "expect," "estimate," "anticipate," and "plan." These uncertainties include a potential material adverse impact on our business and results of operations as a result of changes in consumer shopping trends and changes in manufacturer distribution channels; laws and regulations could require us to modify current business practices and incur increased costs including increases in minimum wages; changes in general economic environment; changes in consumer tastes, hair product innovation, fashion trends and consumer spending patterns; compliance with Nasdaq listing requirements; our ability to realize the anticipated benefits of the Alline Acquisition; reliance on franchise royalties and overall success of our franchisees’ salons; our salons' dependence on a third-party supplier agreement for merchandise; our and our franchisees' ability to attract, train and retain talented stylists and salon leaders; the success of our franchisees, which operate independently; data security and privacy compliance and our ability to manage cyber threats and protect the security of potentially sensitive information about our guests, franchisees, employees, vendors or Company information; the ability of the Company to maintain a satisfactory relationship with Walmart; marketing efforts to drive traffic to our franchisees' salons; our ability to maintain and enhance the value of our brands; reliance on legacy information technology systems; reliance on external vendors; the use of social media; the effectiveness of our enterprise risk management program; our ability to minimize risks associated with owning and operating additional salons; ability to generate sufficient cash flow to satisfy our debt service obligations; compliance with covenants in our financing arrangement; premature termination of agreements with our franchisees; the continued ability of the Company to implement cost reduction initiatives and achieve expected cost savings; continued ability to compete in our business markets; potential liabilities related to the employee retention credit received by Alline; changes in trade policies, treaties, tariffs and customs duties and taxes; reliance on our management team and other key personnel; the continued ability to maintain an effective system of internal control over financial reporting; changes in tax exposure; the ability of our Tax Preservation Plan to protect the future availability of the Company's tax assets; potential litigation and other legal or regulatory proceedings; or other factors not listed above. Additional information concerning potential factors that could affect future financial results is set forth under Item 1A on Form 10-K. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. However, your attention is directed to any further disclosures made in our subsequent annual and periodic reports filed or furnished with the SEC on Forms 10-K, 10-Q, and 8-K and Proxy Statements on Schedule 14A.

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Item 3.  Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk from changes in interest rates and changes in foreign currency exchange rates. There has been no material change to the factors discussed within Part II, Item 7A in the Company's June 30, 2024, Annual Report on Form 10-K.

Item 4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports filed or submitted under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), as appropriate, to allow timely decisions regarding required disclosure. Management, with the participation of the CEO and CFO, evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act), at the end of the period. Based on their evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2024.

Changes in Internal Control Over Financial Reporting

There were no material changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1.  Legal Proceedings

The Company is a defendant in various lawsuits and claims arising out of the normal course of business. Like certain other franchisors, the Company has been faced with 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 faces allegations of non-payment of rent and associated charges. Litigation is inherently unpredictable, and the outcome of these matters cannot presently be determined. Although the actions are being vigorously defended, the Company could, in the future, incur judgments or enter into settlements of claims that could have a material adverse effect on its results of operations in any particular period.

Item 1A.  Risk Factors

There have been no material changes in our risk factors from those disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended June 30, 2024, except as follows.

Business and Industry Risks

We may be unable to successfully realize the anticipated benefits of the Alline Acquisition.

On December 19, 2024, we acquired Alline, a former franchisee of Regis, which immediately prior to the acquisition owned and operated 314 stores under our Cost Cutters, Holiday Hair, and Supercuts brand names (the “Alline Stores”). The success of the Alline acquisition depends on our ability to successfully integrate the Alline Stores with our existing limited network of company-owned stores and operate the Alline Stores as company-owned stores. The anticipated benefits of the Alline Acquisition may not be realized fully, or at all, or may take longer to realize than expected. We may face significant challenges in realizing the anticipated benefits of the Alline Acquisition, including, without limitation:

•the diversion of management’s attention from ongoing business concerns and performance shortfalls as a result of the devotion of management’s attention to the integration of the Alline Stores and Alline personnel;

•retaining key business relationships and retaining and attracting employees and stylists;

•potential unknown liabilities associated with the Alline Acquisition; and

•unforeseen expenses and delays related to the integration of Alline Stores into our system.

Many of these factors will be outside of our control and any one of them could result in increased costs, decreased revenue, including royalty revenue, or increased operating costs, which may have a materially adverse effect on our business, financial condition, and results of operation.

Operating Risks

Materially increasing the number of salons that we own and operate could expose us to additional risk and adversely affect our financial results.

Previously, we transitioned to a fully franchised business model. However, in connection with the Alline acquisition, we acquired 314 stores under our Cost Cutters, Holiday Hair, and Supercuts brand names. We now operate approximately 7.5% of the salons in our system.

Operating salons can expose us to additional risks or exacerbate those risks to which we are already exposed as a franchisor. Operating additional salons inherently increases the operating lease costs, advertising and marketing expenses, professional fees and other expenses. Furthermore, as a result of the Alline Acquisition, we increased our number of employees by approximately 1,750. This increase in employees may expose us to additional liability and operating costs, such as risks associated with labor shortages, minimum wage requirements, employment taxes, increased overtime pay and benefits, increased costs for insurance, employment and labor liability, and regulatory compliance risks. We could also be subject to additional liability such as property, environmental and other liability as a result of being a direct operator and lessee of additional salons and liability arising from regulatory compliance. Furthermore, it may create additional costs, expose us to additional legal and compliance risks, cause disruption to our business and impact our financial condition and results of operation.

37

Financial and Economic Risks

Any audit by the Internal Revenue Service with respect to Alline’s receipt of an employee retention credit under The Coronavirus Aid, Relief, and Economic Security (“CARES”) Act could result in additional taxes or costs to Alline for which we may ultimately be liable.

Alline applied for and received an employee retention credit (“ERC”) under the CARES Act amounting to approximately $29 million. In July 2023, the Internal Revenue Service (“IRS”) stated its intention to shift its focus to review ERC claims for compliance concerns, including intensifying audit work. Although Alline received the amounts related to the ERC from the IRS, no formal determination regarding Alline’s eligibility to claim the ERC was received, and such eligibility remains subject to audit by the IRS. If the IRS audits Alline during the applicable statute of limitations period and finds that Alline was not eligible to receive all or part of the ERC, Alline would be required to return some or all of the ERC to the IRS, together with any applicable interest and penalties. While the former owners of Alline would be required to indemnify us for any such amounts required to be repaid to the IRS (together with any applicable interest and penalties, and all reasonable costs and expenses incurred by us in defending or addressing any matters related to the ERC), we may not ultimately be able to timely or fully recoup such amounts from the former owners of Alline. If we are ultimately required to repay the ERC, and we are unable to sufficiently recover such amounts from the former owners of Alline, our financial condition, results of operations and liquidity may be materially adversely affected.

The recent uncertainty of trade policies, treaties, tariffs and customs duties and taxes may have a significant impact on our financial statements

There is currently significant uncertainty about the future relationship between the United States and various other countries, including China, Mexico, Canada, and the European Union, with respect to trade policies, treaties, tariffs and customs duties and taxes. If tariffs, trade restrictions or trade barriers are expanded, increased or interpreted by a court or governmental agency to apply to more of our products, then our exposure to future taxes and duties on such imported products and components could be significant and could have a material effect on our financial results and we may be required to raise prices on certain imported products and services.

38

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

Share Repurchase Program

In May 2000, the Board approved a stock repurchase program with no stated expiration date. Since that time and through December 31, 2024, the Board has authorized $650.0 million to be expended for the repurchase of the Company's stock under this program. All repurchased shares become authorized but unissued shares of the Company. The Company last purchased shares through this program in fiscal year 2020. As of December 31, 2024, a total accumulated 1.5 million shares have been repurchased for $595.4 million. At December 31, 2024, $54.6 million remain outstanding under the approved stock repurchase program. The Company does not expect to repurchase shares in fiscal year 2025.

Item 5. Other Information

During the three months ended December 31, 2024, no director or officer of the Company adopted, modified, or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

39

Item 6.  Exhibits

Exhibit 2.1	Membership Interest Purchase Agreement, dated December 19, 2024, by and among Regis Corporation, Super C Group, LLC d/b/a Alline Salon Group, ASG Holdings, LLC, Vision Cuts, LLC, SAAW Project, LLC, and VGP II LLC (Incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed on December 19, 2024.)
Exhibit 3.1	Certificate of Designation of Series A Junior Participating Preferred Stock (Incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed on January 30, 2024.)
Exhibit 4.1	Tax Benefits Preservation Plan, dated as of January 29, 2024, between Regis Corporation and Equiniti Trust Company, LLC (which includes the Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock of Regis Corporation as Exhibit A to the Plan, the Form of Rights Certificate as Exhibit B to the Plan, and the Summary of Rights to Purchase Series A Junior Participating Preferred Stock as Exhibit C to the Plan) (Incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed on January 30, 2024.)
Exhibit 10.1	Regis Corporation Amended and Restated 2018 Long Term Incentive Plan (Incorporated by reference to Appendix A of the Company's Proxy Statement on Definitive Form 14A filed on September 26, 2024.)
Exhibit 10.2	First Amendment to Financing Agreement, among Regis Corporation, the Lenders party thereto, TCW Asset Management Company LLC as administrative and collateral agent, and MidCap Financial Trust as Revolving Agent (Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on December 19, 2024.)
Exhibit 10.3	Form of First Amendment to Financing Agreement Warrant (Incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed on December 19, 2024.)
Exhibit 31.1	President and Chief Executive Officer of Regis Corporation: Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2	Executive Vice President and Chief Financial Officer of Regis Corporation: Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32	Chief Executive Officer and Chief Financial Officer of Regis Corporation: Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 101	The following financial information from Regis Corporation's Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2024, formatted in Inline Xtensible Business Reporting Language (iXBRL) and filed electronically herewith: (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Operations; (iii) the Condensed Consolidated Statements of Comprehensive Income; (iv) the Condensed Consolidated Statements of Shareholders' Equity (Deficit); (v) the Condensed Consolidated Statements of Cash Flows; and (vi) the Notes to Condensed Consolidated Financial Statements.
Exhibit 104	The cover page from Regis Corporation's Quarterly Report on Form 10-Q for the quarterly and year-to-date period ended December 31, 2024, formatted in iXBRL (included as Exhibit 101).

40

SIGNATURES 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: February 12, 2025	By:	/s/ KERSTEN D. ZUPFER
		Kersten D. Zupfer,
		Executive Vice President and Chief Financial Officer
		(Principal Accounting Officer)

41

EX-31.1

Exhibit No. 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Matthew Doctor, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Regis Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s Board of Directors or persons performing the equivalent functions:

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

February 12, 2025

/s/ Matthew Doctor

Matthew Doctor, President and Chief Executive Officer

EX-31.2

Exhibit No. 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kersten D. Zupfer, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Regis Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s Board of Directors or persons performing the equivalent functions:

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

February 12, 2025

/s/ Kersten D. Zupfer

Kersten D. Zupfer, Executive Vice President and Chief Financial Officer

EX-32

Exhibit No. 32

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Regis Corporation (the Registrant) on Form 10-Q for the fiscal quarter ending December 31, 2024 filed with the Securities and Exchange Commission on the date hereof, Matthew Doctor, President and Chief Executive Officer of the Registrant, and Kersten D. Zupfer, Executive Vice President and Chief Financial Officer of the Registrant, each hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Quarterly Report on Form 10-Q complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

February 12, 2025

/s/ Matthew Doctor

Matthew Doctor, President and Chief Executive Officer

February 12, 2025

/s/ Kersten D. Zupfer

Kersten D. Zupfer, Executive Vice President and Chief Financial Officer

XML

Cover Page - shares	6 Months Ended
	Dec. 31, 2024	Feb. 05, 2025
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Dec. 31, 2024
Document Transition Report	false
Entity File Number	1-12725
Entity Registrant Name	Regis Corp
Entity Incorporation, State or Country Code	MN
Entity Tax Identification Number	41-0749934
Entity Address, Address Line One	3701 Wayzata Boulevard,
Entity Address, City or Town	Minneapolis
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55416
City Area Code	952
Local Phone Number	947-7777
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		2,435,979
Entity Central Index Key	0000716643
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	Q2
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.05 par value
Trading Symbol	RGS
Security Exchange Name	NASDAQ
Preferred Stock
Document Information [Line Items]
Title of 12(b) Security	Rights to Purchase Series A Junior Participating Preferred Stock, $0.05 par value
Trading Symbol	RGS
Security Exchange Name	NASDAQ

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Dec. 31, 2024	Jun. 30, 2024
Current assets:
Cash and cash equivalents (Note 7)	$ 10,198	$ 10,066
Receivables, net	8,313	9,434
Other current assets	24,921	22,550
Total current assets	43,432	42,050
Property and equipment, net	10,699	3,664
Goodwill (Note 1)	188,975	173,146
Other intangibles, net	2,301	2,427
Right of use asset (Note 8)	266,513	287,912
Other assets	18,191	21,297
Total assets	530,111	530,496
Current liabilities:
Accounts payable	16,451	12,747
Accrued expenses	20,097	21,644
Short-term lease liability (Note 8)	70,971	69,127
Total current liabilities	107,519	103,518
Long-term debt, net (Note 9)	111,532	99,545
Long-term lease liability (Note 8)	206,872	230,607
Other non-current liabilities	37,470	40,039
Total liabilities	463,393	473,709
Commitments and contingencies (Note 6)
Shareholders' equity:
Common stock, $0.05 par value; issued and outstanding, 2,435,979 and 2,279,948 common shares at December 31, 2024, and June 30, 2024, respectively	122	114
Additional paid-in capital	73,243	69,660
Accumulated other comprehensive income	8,132	8,584
Accumulated deficit	(14,779)	(21,571)
Total shareholders' equity	66,718	56,787
Total liabilities and shareholders' equity	$ 530,111	$ 530,496

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Dec. 31, 2024	Jun. 30, 2024
Statement of Financial Position [Abstract]
Common stock par value (in dollars per share)	$ 0.05	$ 0.05
Common stock issued (in shares)	2,435,979	2,279,948
Common stock outstanding (in shares)	2,435,979	2,279,948

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands		3 Months Ended		6 Months Ended
		Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Revenues:
Franchise rental income (Note 8)		$ 20,022	$ 24,087	$ 41,658	$ 48,754
Total revenue		46,719	51,053	92,779	104,425
Operating expenses:
General and administrative		11,155	11,772	25,189	22,501
Rent		20,000	24,100	41,700	48,800
Advertising fund expense		5,490	6,808	11,131	14,034
Depreciation and amortization		460	677	906	1,047
Long lived asset impairment		0	170	352	170
Total operating expenses		41,222	46,274	85,148	92,212
Operating income		5,497	4,779	7,631	12,213
Other (expense) income:
Interest expense		(4,848)	(6,188)	(9,694)	(12,376)
Other, net		(307)	299	370	99
Income (loss) from operations before income taxes		342	(1,110)	(1,693)	(64)
Income tax (expense) benefit		(136)	107	89	255
Income (loss) from continuing operations		206	(1,003)	(1,604)	191
Income from discontinued operations (Note 3)		7,439	2,000	8,396	2,000
Net income		$ 7,645	$ 997	$ 6,792	$ 2,191
Basic:
Income (loss) from continuing operations, basic (in dollars per share)		$ 0.09	$ (0.43)	$ (0.68)	$ 0.08
Income from discontinued operations, basic (in dollars per share)		3.20	0.85	3.58	0.86
Net income per share, basic (in dollars per share)	[1]	3.29	0.43	2.90	0.94
Diluted:
Income (loss) from continuing operations, diluted (in dollars per share)		0.07	(0.43)	(0.68)	0.08
Income from discontinued operations, diluted (in dollars per share)		2.63	0.85	3.58	0.84
Net income per share, diluted (in dollars per share)	[1]	$ 2.71	$ 0.43	$ 2.90	$ 0.93
Weighted average common and common equivalent shares outstanding:
Basic (in shares)		2,324	2,341	2,346	2,336
Diluted (in shares)		2,825	2,341	2,346	2,367
Non-Franchise Lease
Operating expenses:
Rent		$ 2,149	$ 1,394	$ 3,213	$ 2,491
Franchisor
Operating expenses:
Rent		20,022	24,087	41,658	48,754
Royalties
Revenues:
Revenues		14,840	15,820	30,486	32,348
Fees
Revenues:
Revenues		2,917	2,492	5,269	5,123
Franchisees products
Revenues:
Revenues		0	67	0	451
Operating expenses:
Cost of product sales to franchisees		0	58	0	417
Advertising fund contributions
Revenues:
Revenues		5,490	6,808	11,131	14,034
Company-owned salon revenue
Revenues:
Revenues		3,450	1,779	4,235	3,715
Operating expenses:
Company-owned salon expense	[2]	$ 1,946	$ 1,308	$ 2,699	$ 2,798

[1] Total is a recalculation; line items calculated individually may not sum to total due to rounding.

[2] Includes cost of service and product sold to guests in our company-owned salons. Excludes general and administrative expense, rent, and depreciation and amortization related to company-owned salons

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Statement of Comprehensive Income [Abstract]
Net income	$ 7,645	$ 997	$ 6,792	$ 2,191
Foreign currency translation adjustments	(604)	292	(452)	3
Comprehensive income	$ 7,041	$ 1,289	$ 6,340	$ 2,194

XML

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($) $ in Thousands		Total	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Income	Accumulated Deficit
Balance (in shares) at Jun. 30, 2023			2,277,828
Balance at Jun. 30, 2023		$ (36,730)	$ 114	$ 66,764	$ 9,023	$ (112,631)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income		2,191				2,191
Foreign currency translation		3			3
Stock-based compensation		959		959
Net restricted stock activity (in shares)			1,622
Net restricted stock activity		(13)		(13)
Balance (in shares) at Dec. 31, 2023			2,279,450
Balance at Dec. 31, 2023		(33,590)	$ 114	67,710	9,026	(110,440)
Balance (in shares) at Sep. 30, 2023			2,278,479
Balance at Sep. 30, 2023		(35,264)	$ 114	67,325	8,734	(111,437)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income		997				997
Foreign currency translation		292			292
Stock-based compensation		392		392
Net restricted stock activity (in shares)			971
Net restricted stock activity		(7)		(7)
Balance (in shares) at Dec. 31, 2023			2,279,450
Balance at Dec. 31, 2023		$ (33,590)	$ 114	67,710	9,026	(110,440)
Balance (in shares) at Jun. 30, 2024		2,279,948	2,279,948
Balance at Jun. 30, 2024		$ 56,787	$ 114	69,660	8,584	(21,571)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income		6,792				6,792
Foreign currency translation		(452)			(452)
Stock-based compensation		665		665
Net restricted stock activity (in shares)			15,481
Net restricted stock activity		(74)	$ 1	(75)
Common stock issued in connection with Alline acquisition (Note 13) (in shares)	[1]		140,550
Common stock issued in connection with Alline acquisition (Note 13)	[1]	$ 3,000	$ 7	2,993		0
Balance (in shares) at Dec. 31, 2024		2,435,979	2,435,979
Balance at Dec. 31, 2024		$ 66,718	$ 122	73,243	8,132	(14,779)
Balance (in shares) at Sep. 30, 2024			2,282,395
Balance at Sep. 30, 2024		56,398	$ 114	69,972	8,736	(22,424)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income		7,645				7,645
Foreign currency translation		(604)			(604)
Stock-based compensation		330		330
Net restricted stock activity (in shares)			13,034
Net restricted stock activity		(51)	$ 1	(52)
Common stock issued in connection with Alline acquisition (Note 13) (in shares)	[1]		140,550
Common stock issued in connection with Alline acquisition (Note 13)	[1]	$ 3,000	$ 7	2,993		0
Balance (in shares) at Dec. 31, 2024		2,435,979	2,435,979
Balance at Dec. 31, 2024		$ 66,718	$ 122	$ 73,243	$ 8,132	$ (14,779)

[1] This activity represents the common stock issued in connection with the Alline acquisition on December 19, 2024. See Note 13 for additional details.

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands		6 Months Ended
		Dec. 31, 2024	Dec. 31, 2023
Cash flows provided by (used in) operating activities:
Net income		$ 6,792	$ 2,191
Adjustments to reconcile net income to cash provided by (used in) operating activities:
Gain from sale of OSP (Note 3)		(8,396)	(2,000)
Depreciation and amortization		853	1,005
Deferred income taxes		(197)	(29)
Non-cash interest		2,513	1,290
Long lived asset impairment		352	170
Stock-based compensation		1,604	890
Amortization of debt discount and financing costs		1,605	1,493
Other non-cash items affecting earnings		569	(29)
Changes in operating assets and liabilities, excluding the effects of asset sales and business acquisitions	[1]	(4,909)	(11,834)
Net cash provided by (used in) operating activities		786	(6,853)
Cash flows provided by (used in) investing activities:
Capital expenditures		(444)	(323)
Business acquisitions, net of cash acquired and certain obligations assumed		(18,631)	0
Proceeds from sale of OSP, net of fees		8,463	0
Net cash used in investing activities		(10,612)	(323)
Cash flows provided by (used in) financing activities:
Proceeds from issuance of long-term debt		15,000	0
Borrowings on revolving credit facility		4,326	4,000
Repayments of long-term debt		(526)	(455)
Repayments of revolving credit facility		(10,238)	0
Debt refinancing fees		(814)	(1,216)
Taxes paid for shares withheld		(75)	(13)
Net cash provided by financing activities		7,673	2,316
Effect of exchange rate changes on cash and cash equivalents		(106)	46
Decrease in cash, cash equivalents, and restricted cash		(2,259)	(4,814)
Cash, cash equivalents and restricted cash:
Beginning of period		29,313	21,396
End of period		$ 27,054	$ 16,582

[1] Changes in operating assets and liabilities exclude assets and liabilities sold and assets and liabilities acquired through business acquisitions.

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BASIS OF PRESENTATION OF UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

BASIS OF PRESENTATION OF UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION OF UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

The unaudited interim Condensed Consolidated Financial Statements of Regis Corporation (the Company) as of December 31, 2024 and for the three and six months ended December 31, 2024 and 2023, reflect, in the opinion of management, all adjustments necessary to fairly state the consolidated financial position of the Company as of December 31, 2024 and its consolidated results of operations, comprehensive income, shareholders' equity (deficit) and cash flows for the interim periods. Adjustments consist only of normal recurring items, except for any discussed in the notes below. The results of operations and cash flows for any interim period are not necessarily indicative of results of operations and cash flows for the full year.

The accompanying unaudited interim Condensed Consolidated Financial Statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, they do not include all disclosures required by accounting principles generally accepted in the United States of America (GAAP). The unaudited interim Condensed Consolidated Financial Statements should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended June 30, 2024, and other documents filed or furnished to the SEC during the current fiscal year.

Alline Salon Group Acquisition:

On December 19, 2024, the Company completed the previously announced transaction to acquire 100 percent ownership of Super C Group, LLC, doing business as Alline Salon Group (Alline). Under the terms of the agreement, the Company paid cash consideration of approximately $19 million, stock consideration valued at $3.0 million, and additional amounts for working capital adjustments and transaction-related fees. Refer to Note 13 to these unaudited Condensed Consolidated Financial Statements for additional information regarding the acquisition. The Company’s financial results for the three and six months ended December 31, 2024, include the results of Alline subsequent to the December 19, 2024, acquisition date.

Goodwill:

The Company assesses goodwill impairment on an annual basis, during the Company's fourth fiscal quarter, and between annual assessments if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. An interim impairment analysis was not required in the three months ended December 31, 2024.

As further described in Note 13 of these unaudited Condensed Consolidated Financial Statements, the acquisition of Alline resulted in a preliminary recognition of approximately $16.6 million in goodwill, which was assigned to the company-owned operating segment.

As of December 31, 2024, and June 30, 2024, the franchise reporting unit had goodwill of $172.4 million and $173.1 million, respectively, and the company-owned reporting unit had $16.6 million of goodwill at December 31, 2024.

Acquisition-Related Costs:

Acquisition-related costs of $1.2 million were incurred during the three and six months ended December 31, 2024, and primarily represent third-party consulting and legal expenses associated with the acquisition of Alline completed on December 19, 2024. These costs were recorded within general and administrative expenses on the December 31, 2024, unaudited Condensed Consolidated Statement of Operations.

Inventory:

On December 31, 2024, the inventory balance of $3.3 million primarily consists of beauty products sold and used in serving our customers in our company-owned salons. This amount is included in other current assets on the December 31, 2024, unaudited Condensed Consolidated Balance Sheet. The preliminary inventory balance acquired in connection with the Alline acquisition consists of shampoo, conditioner, hair care tools, and various other hair care and beauty products available for sale to salon customers and used in the servicing of our customers. The inventory is valued at the lower of cost or net realizable value, with cost determined using a weighted average.

Reverse stock split:

On November 29, 2023, the Company effected a one-for-20 reverse stock split of its outstanding common stock, par value $0.05 per share. As a result of the reverse stock split, every 20 shares of common stock issued and outstanding was converted into one share of common stock. The reverse stock split affected all shareholders uniformly and did not alter any shareholder’s percentage interest in the Company’s equity. No fractional shares were issued in connection with the reverse stock split. Shareholders who would otherwise be entitled to a fractional share of common stock were instead entitled to receive a proportional cash payment. All common share and per share amounts presented in the unaudited Condensed Consolidated Financial Statements and accompanying notes have been retroactively adjusted to reflect the reverse stock split.

The reverse stock split affected all issued and outstanding shares of the Company’s common stock, as well as the number of shares of common stock available for issuance under the Company’s outstanding stock options and stock unit awards. The reverse stock split reduced the number of shares of common stock issuable upon the exercise of stock options outstanding and the vesting of stock unit awards outstanding immediately prior to the reverse stock split and correspondingly increased the respective exercise prices or other price dependent terms.

Tax Benefits Preservation Plan:

On January 28, 2024, the Board authorized and declared a dividend of one preferred stock purchase right (a Right) for each outstanding share of common stock. The dividend was payable on February 9, 2024 (the Record Date) to the holders of record of shares of common stock as of the close of business on the Record Date. The description and terms of the Rights are set forth in a Tax Benefits Preservation Plan (the Plan), dated as of January 29, 2024, as the same may be amended from time to time between the Company and Equiniti Trust Company, LLC, as Rights Agent. On January 27, 2025, the Company entered into Amendment No. 1 to the Plan, extending the expiration date of the Plan from January 29, 2025, to January 29, 2028 (the Extension). Pursuant to the terms of the Plan, the Company will submit the Extension to its shareholders for ratification at the next annual or special meeting of its shareholders. The Rights and the Plan will now expire on the earliest of (i) the close of business on January 29, 2028 (or such later date as may be established by the Board of Directors prior to the expiration date as long as the Extension is submitted to the shareholders of the Company for ratification at the next annual or special meeting of shareholders succeeding such extension), (ii) the time at which the Rights are redeemed or exchanged pursuant to the Plan, (iii) the time at which the Rights (other than Rights owned by an Acquiring Person, as defined by the Plan) are exchanged pursuant to the Plan, (iv) the repeal of Section 382 of the U.S. Internal Revenue Code of 1982, as amended, or any successor statute if the Board determines that the Plan is no longer necessary or desirable for the preservation of certain unrecognized tax benefits, or (v) the beginning of a taxable year to which the Board determines that no tax benefits may be carried forward.

Recently Issued Accounting Standards Not Yet Adopted:

In November 2023, the FASB issued ASU No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures," which requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and a description of other segment items (the difference between segment revenue less the segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss) by reportable segment, as well as disclosure of the title and position of the entity’s CODM and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources. The pronouncement is effective for annual reporting periods in fiscal years beginning after December 15, 2023, and for interim periods in fiscal years beginning after December 15, 2024. We do not expect the adoption of this pronouncement to impact our consolidated financial statements beyond the expansion of our reportable segment disclosures.

In December 2023, the 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 fiscal years beginning after December 15, 2024, and shall be applied prospectively. The Company is evaluating the standard and determining the extent of additional disclosures that will be required.

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REVENUE RECOGNITION

6 Months Ended

Dec. 31, 2024

Revenue from Contract with Customer [Abstract]

REVENUE RECOGNITION

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 unaudited 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 is then recognized over the term of the franchise agreement, which is typically 10 years. 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. Gift cards issued by the Company are recorded as a liability (deferred revenue) upon sale and recognized as revenue upon redemption by the guest. Gift card breakage, the amount of gift cards which will not be redeemed, is recognized based on gift card balances with no activity over a 36-month basis. Product sales to franchisees are recorded at the time product is delivered to the franchisee.

Information about receivables, broker fees and deferred revenue subject to the current revenue recognition guidance is as follows:

	December 31, 2024		June 30, 2024		Balance Sheet Classification
	(Dollars in thousands)
Receivables from contracts with customers, net	$	6,923	$	6,887	Receivables, net
Broker fees	6,992		9,369		Other assets
Deferred revenue:
Current
Gift card liability	$	784	$	366	Accrued expenses
Deferred franchise fees open salons	4,220		4,738		Accrued expenses
Total current deferred revenue	$	5,004	$	5,104
Non-current
Deferred franchise fees unopened salons	$	1,580	$	1,783	Other non-current liabilities
Deferred franchise fees open salons	11,797		14,972		Other non-current liabilities
Total non-current deferred revenue	$	13,377	$	16,755

Receivables relate primarily to payments due for royalties, advertising fees and rent. The receivables balance is presented net of an allowance for expected credit losses (i.e., doubtful accounts). The Company monitors the financial condition of its franchisees and records provisions for estimated losses on receivables when it believes franchisees are unable to make their required payments based on factors such as delinquencies and aging trends. The allowance for credit losses is the Company's best estimate of the amount of probable credit losses related to existing accounts and notes receivables. The Company offers financing to SmartStyle® franchisees when they remodel their salons. Included in other assets is a receivable of $0.8 million, partially offset by a credit loss reserve of $0.2 million, related to this financing program. The following table is a rollforward of the allowance for credit losses for the period:

	Six Months Ended December 31,
	2024		2023
	(Dollars in thousands)
Balance at beginning of period	$	6,227	$	7,297
Provision for doubtful accounts	1,485		459
Provision for franchisee rent	588		351
Recoveries	(694)		(333)
Write-offs	(132)		(1,399)
Other (1)	73		(67)
Balance at end of period	$	7,547	$	6,308

______________________________________________________________________________________

(1)Includes currency fluctuation.

Broker fees are the costs associated with using external brokers to identify new franchisees. These fees are paid upon the signing of the franchise agreement and recognized as general and administrative expense over the term of the franchise agreement. The following table is a rollforward of the broker fee balance for the periods indicated:

	Six Months Ended December 31,
	2024		2023
	(Dollars in thousands)
Balance at beginning of period	$	9,369	$	12,471
Amortization	(1,246)		(1,415)
Write-offs (1)	(1,131)		(111)
Balance at end of period	$	6,992	$	10,945

________________________________________________________________________________________

(1)Broker fees of $0.9 million were written off in connection with the Alline acquisition for the three and six months ended December 31, 2024.

Deferred franchise fees related to open salons are generally recognized on a straight-line basis over the term of the franchise agreement. Franchise fee revenue for the three months ended December 31, 2024, and 2023 was $2.1 million and $1.6 million, respectively, and for the six months ended December 31, 2024, and 2023 was $3.7 million and $3.3 million, respectively. Estimated revenue expected to be recognized in the future related to deferred franchise fees for open salons as of December 31, 2024, is as follows (dollars in thousands):

Remainder of 2025	$	2,110
2026	3,977
2027	3,518
2028	2,796
2029	1,603
Thereafter	2,013
Total	$	16,017

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DISCONTINUED OPERATIONS	6 Months Ended
	Dec. 31, 2024
Discontinued Operations and Disposal Groups [Abstract]
DISCONTINUED OPERATIONS	DISCONTINUED OPERATIONS:On June 30, 2022, the Company sold its Opensalon® Pro (OSP) software-as-a-service solution to Soham, Inc. As a result of the sale, the Company classified the OSP business as discontinued operations in the financial statements for all periods presented. During the three and six months ended December 31, 2024, the Company received $7.5 million and $8.5 million of proceeds related to the number of salons migrating to Soham's Zenoti product, respectively. During the three and six months ended December 31, 2023, the Company received $2.0 million of proceeds that had been previously held back for general indemnity provisions. No income taxes have been allocated to discontinued operations based on the methodology required by accounting for income taxes guidance. Cash used in investing activities for the six months ended December 31, 2024, includes $8.5 million of cash from discontinued operations

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SHAREHOLDERS' EQUITY (DEFICIT)

6 Months Ended

Dec. 31, 2024

Stockholders' Equity Note [Abstract]

SHAREHOLDERS' EQUITY (DEFICIT)

SHAREHOLDERS' EQUITY (DEFICIT):

Stock-Based Employee Compensation:

During the three and six months ended December 31, 2024, the Company granted restricted stock units as follows:

	Three Months Ended December 31, 2024	Six Months Ended December 31, 2024
Restricted stock units (RSUs)	78,800	78,800

The RSUs granted during the three and six months ended December 31, 2024, vest in equal amounts over a three-year period subsequent to the grant date.

Total compensation cost for stock-based payment arrangements totaling $0.2 million and $0.3 million, and $1.6 million and $0.9 million for the three and six months ended December 31, 2024, and 2023, respectively, were recorded within general and administrative expense on the unaudited Condensed Consolidated Statements of Operations.

Alline Acquisition:

In connection with the Alline acquisition, the Company issued 140,550 shares of common stock to affiliates of Alline, which are 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 9 to the unaudited Condensed 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 the Company’s common stock, par value $0.05 per share, at an exercise price equal to $7.00 per share. The warrants are exercisable for a seven-year period beginning June 24, 2024. The warrants may also be exercised on a cashless basis under certain circumstances under the agreement.

In addition, in connection with the issuance of the warrants, the Company granted an exemption in favor of each holder pursuant to Section 36 of the Tax Benefits Plan, dated January 29, 2024, among the Company and Equiniti Trust Company, LLC, such that neither holder was deemed to be an Acquiring Person solely in connection with (i) the issuance of the warrants nor (ii) the acquisition of beneficial ownership of securities of the Company pursuant to the exercise of the warrants.

The warrants and the shares of common stock issuable upon the exercise of such warrants have not been registered under the Securities Act of 1933, as amended (the Securities Act), and may not be sold absent registration or an applicable exemption from the registration requirements of the Securities Act. Based in part upon the representations of each holder in each warrant, the offering and sale of each warrant is exempt from registration under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act.

The warrants are valued at $1.5 million using a relative fair value method and were accounted for through additional paid-in capital. Further, the related financing fees incurred as a result of warrant issuance is recorded through a contra-equity account and amounts to $0.2 million.

Prior to the second anniversary of the issue date, the Company may call for cancellation up to an aggregate 203,771 shares of common stock underlying the warrants for consideration equal to $15.00 per share; provided, that the volume weighted average price on the trading day immediately preceding the date the Company delivers a written call notice to a holder exceeds $20.00. As of December 31, 2024, the Company has no intentions of exercising this call provision. The Company will reassess this provision on a quarterly basis.

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INCOME TAXES

6 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

INCOME TAXES

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,
	2024			2023			2024			2023
	(Dollars in thousands)
Income tax (expense) benefit	$	(136)		$	107		$	89		$	255
Effective tax rate	39.8		%	9.6		%	5.3		%	398.4		%

The recorded tax provision and effective tax rate for the three and six months ended December 31, 2024, and 2023 were different than what would normally be expected, primarily due to the impact of the deferred tax valuation allowance.

With limited exceptions, due to net operating loss carryforwards, our federal, state, and foreign tax returns are open to examination for all years since 2014, 2013, and 2016, respectively.

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Dec. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

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.

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CASH, CASH EQUIVALENTS AND RESTRICTED CASH

6 Months Ended

Dec. 31, 2024

Cash and Cash Equivalents [Abstract]

CASH, CASH EQUIVALENTS AND RESTRICTED CASH

CASH, CASH EQUIVALENTS AND RESTRICTED CASH:

The table below reconciles the cash and cash equivalents balances and restricted cash balances recorded within other current assets on the unaudited Condensed Consolidated Balance Sheets to the amount of cash, cash equivalents and restricted cash reported on the unaudited Condensed Consolidated Statements of Cash Flows:

	December 31, 2024		June 30, 2024
	(Dollars in thousands)
Cash and cash equivalents	$	10,198	$	10,066
Restricted cash, included in other current assets (1)	16,856		19,247
Total cash, cash equivalents and restricted cash	$	27,054	$	29,313

_______________________________________________________________________________

(1)Restricted cash within other current assets primarily relates to consolidated advertising cooperatives funds, which can only be used to settle obligations of the respective cooperatives, and contractual obligations to collateralize the Company's self-insurance programs.

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LEASES

6 Months Ended

Dec. 31, 2024

Leases [Abstract]

LEASES

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 also 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,
	2024		2023		2024		2023
	(Dollars in thousands)
Office rent (1)	$	700	$	748	$	1,426	$	1,574
Lease termination expense	27		174		79		161
Lease liability benefit (2)	(65)		(95)		(128)		(223)
Franchise salon rent (3)	881		(96)		952		(434)
Company-owned salon rent (4)	606		663		884		1,413
Total	$	2,149	$	1,394	$	3,213	$	2,491

_______________________________________________________________________________

(1)Rental income associated with the sublease of corporate office space is recorded in other income and was $0.3 million and $0.6 million for the three and six months ended December 31, 2024, respectively.

(2)Upon termination of previously impaired leases, the Company derecognizes the corresponding ROU assets and lease liabilities, which results in a net gain. In addition, the Company recognizes a benefit from lease liabilities decreasing in excess of previously impaired ROU assets for ongoing leases that were previously impaired.

(3)Franchise salon rent is a benefit in the three and six months ended December 31, 2023, due to settlements with landlords for less than previously accrued.

(4)Note that this amount includes 12 days of rent related to the Alline salons acquired during the quarter. See Note 13.

The Company leases salon premises in which the majority of its franchisees operate and has entered into corresponding sublease arrangements with franchisees. All lease-related costs are passed through to the franchisees. The Company records the rental payments due from franchisees as franchise rental income and the corresponding amounts owed to landlords as franchise rent expense on the unaudited Condensed Consolidated Statements of Operations. For the three and six months ended December 31, 2024, and 2023, franchise rental income and franchise rent expense were $20.0 million and $24.1 million, and $41.7 million and $48.8 million, respectively. These leases generally have lease terms of approximately five years. The Company expects to renew the SmartStyle master lease and some leases for locations subleased to our franchisees upon expiration of those leases. Other leases are expected to be renewed by the franchisee upon expiration.

All the Company's leases are operating leases. The lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date, including one lease term option when the lease is expected to be renewed. The ROU asset is initially and subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, less accrued lease payments and unamortized lease incentives received, if any. Expense for lease payments is recognized on a straight-line basis over the lease term, including the lease renewal option when the lease is expected to be renewed. Generally, the non-lease components, such as real estate taxes and other occupancy expenses, are separate from rent expense within the lease and are not included in the measurement of the lease liability because these charges are variable.

The discount rate used to determine the present value of the lease payments is the Company's estimated collateralized incremental borrowing rate, based on the yield curve for the respective lease terms, as the interest rate implicit in the lease cannot generally be determined. The Company uses the portfolio approach in applying the discount rate based on the original lease term. The weighted average remaining lease term was 4.92 and 5.05 years, and the weighted average discount rate was 5.47% and 5.13% for all salon operating leases as of December 31, 2024, and June 30, 2024, respectively.

As of December 31, 2024, future operating lease commitments, including one renewal option for leases expected to be renewed, to be paid and received by the Company were as follows (dollars in thousands):

Fiscal Year	Leases For Franchise Salons		Leases For Company-Owned Salons		Corporate Leases		Total Operating Lease Payments		Sublease Income to be Received from Franchisees		Net Rent Commitments
Remainder of 2025	$	36,048	$	4,270	$	672	$	40,990	$	(36,048)	$	4,942
2026	64,630		6,864		1,367		72,861		(64,630)		8,231
2027	56,168		4,941		1,401		62,510		(56,168)		6,342
2028	47,900		3,755		1,436		53,091		(47,900)		5,191
2029	37,938		2,746		1,472		42,156		(37,938)		4,218
Thereafter	40,076		5,323		1,509		46,908		(40,076)		6,832
Total future obligations	$	282,760	$	27,899	$	7,857	$	318,516	$	(282,760)	$	35,756
Less amounts representing interest	34,429		5,407		837		40,673
Present value of lease liability	$	248,331	$	22,492	$	7,020	$	277,843
Less short-term lease liability	57,955		11,932		1,084		70,971
Long-term lease liability	$	190,376	$	10,560	$	5,936	$	206,872

LEASES

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 also 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,
	2024		2023		2024		2023
	(Dollars in thousands)
Office rent (1)	$	700	$	748	$	1,426	$	1,574
Lease termination expense	27		174		79		161
Lease liability benefit (2)	(65)		(95)		(128)		(223)
Franchise salon rent (3)	881		(96)		952		(434)
Company-owned salon rent (4)	606		663		884		1,413
Total	$	2,149	$	1,394	$	3,213	$	2,491

_______________________________________________________________________________

(1)Rental income associated with the sublease of corporate office space is recorded in other income and was $0.3 million and $0.6 million for the three and six months ended December 31, 2024, respectively.

(2)Upon termination of previously impaired leases, the Company derecognizes the corresponding ROU assets and lease liabilities, which results in a net gain. In addition, the Company recognizes a benefit from lease liabilities decreasing in excess of previously impaired ROU assets for ongoing leases that were previously impaired.

(3)Franchise salon rent is a benefit in the three and six months ended December 31, 2023, due to settlements with landlords for less than previously accrued.

(4)Note that this amount includes 12 days of rent related to the Alline salons acquired during the quarter. See Note 13.

The Company leases salon premises in which the majority of its franchisees operate and has entered into corresponding sublease arrangements with franchisees. All lease-related costs are passed through to the franchisees. The Company records the rental payments due from franchisees as franchise rental income and the corresponding amounts owed to landlords as franchise rent expense on the unaudited Condensed Consolidated Statements of Operations. For the three and six months ended December 31, 2024, and 2023, franchise rental income and franchise rent expense were $20.0 million and $24.1 million, and $41.7 million and $48.8 million, respectively. These leases generally have lease terms of approximately five years. The Company expects to renew the SmartStyle master lease and some leases for locations subleased to our franchisees upon expiration of those leases. Other leases are expected to be renewed by the franchisee upon expiration.

All the Company's leases are operating leases. The lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date, including one lease term option when the lease is expected to be renewed. The ROU asset is initially and subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, less accrued lease payments and unamortized lease incentives received, if any. Expense for lease payments is recognized on a straight-line basis over the lease term, including the lease renewal option when the lease is expected to be renewed. Generally, the non-lease components, such as real estate taxes and other occupancy expenses, are separate from rent expense within the lease and are not included in the measurement of the lease liability because these charges are variable.

The discount rate used to determine the present value of the lease payments is the Company's estimated collateralized incremental borrowing rate, based on the yield curve for the respective lease terms, as the interest rate implicit in the lease cannot generally be determined. The Company uses the portfolio approach in applying the discount rate based on the original lease term. The weighted average remaining lease term was 4.92 and 5.05 years, and the weighted average discount rate was 5.47% and 5.13% for all salon operating leases as of December 31, 2024, and June 30, 2024, respectively.

As of December 31, 2024, future operating lease commitments, including one renewal option for leases expected to be renewed, to be paid and received by the Company were as follows (dollars in thousands):

Fiscal Year	Leases For Franchise Salons		Leases For Company-Owned Salons		Corporate Leases		Total Operating Lease Payments		Sublease Income to be Received from Franchisees		Net Rent Commitments
Remainder of 2025	$	36,048	$	4,270	$	672	$	40,990	$	(36,048)	$	4,942
2026	64,630		6,864		1,367		72,861		(64,630)		8,231
2027	56,168		4,941		1,401		62,510		(56,168)		6,342
2028	47,900		3,755		1,436		53,091		(47,900)		5,191
2029	37,938		2,746		1,472		42,156		(37,938)		4,218
Thereafter	40,076		5,323		1,509		46,908		(40,076)		6,832
Total future obligations	$	282,760	$	27,899	$	7,857	$	318,516	$	(282,760)	$	35,756
Less amounts representing interest	34,429		5,407		837		40,673
Present value of lease liability	$	248,331	$	22,492	$	7,020	$	277,843
Less short-term lease liability	57,955		11,932		1,084		70,971
Long-term lease liability	$	190,376	$	10,560	$	5,936	$	206,872

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FINANCING ARRANGEMENTS

6 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

FINANCING ARRANGEMENTS

FINANCING ARRANGEMENTS:

The Company's debt consists of the following:

	Three Months Ended December 31, 2024	Fiscal Year	Balance at December 31, 2024		Balance at  June 30, 2024
		2024
	(Average cash interest rate %)		(Dollars in thousands)
Term loan	8.83%	9.68%	$	119,475	$	105,000
Paid-in-kind interest			2,590		53
Deferred financing fees			(13,508)		(14,244)
Term loan, net			108,557		90,809
Revolving credit facility	8.83%	9.68%	4,326		10,237
Fair value of warrants issued to lenders			(1,351)		(1,501)
Total long-term debt, net			$	111,532	$	99,545

In June 2024, the Company entered into a new credit agreement (the 2024 Credit Agreement). The 2024 Credit Agreement includes a $105.0 million term loan and a $25.0 million revolving credit facility, with a $10.0 million minimum liquidity covenant and matures June 24, 2029. The Company incurred $14.2 million of refinancing fees (including $3.9 million of Original Issue Discount fee) that will be amortized on a straight-line basis over the term of the agreement. As of December 31, 2024, the Company had outstanding standby letters of credit under the revolving credit facility of $9.3 million, primarily related to the Company's self-insurance program. As of December 31, 2024, total available liquidity and available credit under the $25.0 million revolving credit facility, as defined by the 2024 Credit Agreement Amendment, were $15.9 million and $15.7 million, respectively.

The interest rate on the 2024 Credit Agreement is based on the secured overnight financing rate (SOFR) plus margin. The margin applicable to the 2024 Credit Agreement is subject to change based on the Company's total leverage ratio, remeasured annually on a predetermined date set by the lender. When the Company's total leverage ratio is greater than or equal to 3.75 to 1.00, the margin applicable to the new term loan and revolving credit facility is 9.00%. If the Company's leverage ratio is less than 3.75 to 1.00, the margin rate is 8.50%. In either scenario, 4.50% of the margin is paid-in-kind (PIK) interest (added to the principal balance and thereafter accruing interest), and the remainder is paid in cash. The SOFR base rate applicable to the debt has a floor of 2.50% per annum. The margin applicable to any letter of credit is 5.25% and paid in cash.

The agreement contains typical provisions and financial covenants regarding maximum leverage and minimum fixed-charge coverage and a minimum liquidity threshold of $10.0 million. In connection with the 2024 Credit Agreement, the Company issued detachable stock warrants to the debt lenders. The Company was in compliance with its covenants and other requirements of the financing arrangements as of December 31, 2024. The Company's assets serve as collateral to the new credit facility.

The agreement includes scheduled payments totaling $1.1 million in fiscal years 2025 and 2026, payable quarterly. In fiscal years 2027, 2028, and 2029, scheduled payments total $2.6 million. Additionally, excess cash is swept annually per terms of the agreement.

On December 19, 2024, the Company amended the 2024 Credit Agreement (the 2024 Credit Agreement Amendment) for an additional $15.0 million in long-term debt in the form of a term loan. The term loan was provided on the same terms as the original term loan, with respect to maturity and interest rate margins. The $15.0 million in proceeds were used as consideration for the Alline acquisition. The Company incurred $0.4 million of Original Issue Discount fee that will be amortized on a straight-line basis over the term of the agreement. As of December 31, 2024, the Company had cash and cash equivalents of $10.2 million and current liabilities of $107.5 million.

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FAIR VALUE MEASUREMENTS

6 Months Ended

Dec. 31, 2024

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

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).

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, 2024	$	—
Addition for acquisition	3,000
Earn-out liability at December 31, 2024	$	3,000

Assets and Liabilities Measured at Fair Value on a Recurring Basis

As of December 31, 2024, and June 30, 2024, 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 in the unaudited Condensed Consolidated Balance Sheets within accrued expenses and other non-current liabilities, totaling $3.0 million. The earn-out liability is adjusted at fair value at each reporting date until settled, and changes in fair value will be reported in our unaudited Condensed Consolidated Statements of Operations.

The following provides information regarding fair value measurements for our remaining contingent earn-out liability as of December 31, 2024, according to the three-level fair value hierarchy:

(Dollars in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Recurring Fair Value Measurements:
Earn-out liability	$	—	$	—	$	3,000	$	3,000
Total	$	—	$	—	$	3,000	$	3,000

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

We measure certain assets, including the Company's tangible fixed and other assets, and goodwill, at fair value on a nonrecurring basis when they are deemed to be other than temporarily impaired. The fair values of these assets are determined, when applicable, based on valuation techniques using the best information available, and may include quoted market prices, market comparables and discounted cash flow projections.

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EARNINGS PER SHARE

6 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

EARNINGS PER SHARE

EARNINGS PER SHARE:

The Company's basic earnings per share is calculated as net income divided by weighted average common shares outstanding, excluding unvested outstanding stock options (SOs), stock appreciation rights (SARs), restricted stock units (RSUs) and stock-settled performance units (PSUs). The Company's diluted earnings per share is calculated as net income divided by weighted average common shares and common share equivalents outstanding, which includes shares issued under the Company's stock-based compensation plans and warrants issued in connection with the Company's credit agreement. Stock-based awards with exercise prices greater than the average market price of the Company's common stock are excluded from the computation of diluted earnings per share. The computation of weighted average shares outstanding, assuming dilution, excluded 193,186 and 219,945, and 191,964 and 215,656 of stock-based awards during the three and six months ended December 31, 2024, and 2023, respectively, as they were not dilutive under the treasury stock method.

The following table sets forth the presentation of shares outstanding used in the calculation of basic and diluted earnings per share (EPS):

	Three Months Ended December 31,		Six Months Ended December 31,
	2024	2023	2024	2023
	(Shares in thousands)
Denominator for basic EPS - weighted average common shares	2,324	2,341	2,346	2,336
Dilutive shares associated with option plans	501	—	—	31
Denominator for diluted EPS - weighted average common shares and dilutive potential common shares	2,825	2,341	2,346	2,367
Options excluded from EPS calculation - anti-dilutive	193	220	192	216

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SEGMENT INFORMATION

6 Months Ended

Dec. 31, 2024

Segment Reporting [Abstract]

SEGMENT INFORMATION

SEGMENT INFORMATION:

Segment information is prepared on the same basis that the chief operating decision maker (CODM) reviews financial information for operational decision-making purposes. The Company's reportable operating segments consisted of the following salons:

	December 31, 2024		June 30, 2024
FRANCHISE SALONS:
Supercuts	1,772		1,946
SmartStyle/Cost Cutters in Walmart stores	1,190		1,232
Portfolio Brands	868		1,117
Total North American salons	3,830		4,295
Total International salons (1)	95		96
Total franchise salons	3,925		4,391
as a percent of total franchise and company-owned salons	92.4	%	99.6	%
COMPANY-OWNED SALONS (2):
Supercuts	111		3
SmartStyle/Cost Cutters in Walmart stores	1		8
Portfolio Brands	211		6
Total company-owned salons	323		17
as a percent of total franchise and company-owned salons	7.6	%	0.4	%
Total franchise and company-owned salons	4,248		4,408

_______________________________________________________________________________

(1)Canadian and Puerto Rican salons are included in the North American salon totals.

(2)Salon counts as of December 31, 2024, include the 314 salons acquired as part of the Alline acquisition. See Note 13 to these unaudited Condensed Consolidated Financial Statements for further details over the transaction.

Financial information concerning the Company's reportable operating segments is shown in the table below. Segment information is presented in the same way that the Company internally organizes the business for assessing performance and making decisions regarding allocation of resources. The CODM’s primary measures of segment performance are revenue and segment adjusted EBITDA. 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. Asset information by segment is not provided to the CODM. Segment adjusted EBITDA is defined as income from continuing operations before interest, income taxes, depreciation, amortization, and impairment. Beginning in fiscal year 2025, management determined that stock-based compensation expenses will be excluded from adjusted EBITDA. This change has been retrospectively applied to all prior periods presented in this report. Consistent with our internal management reporting, unallocated expenses include certain items impacting comparability. These unallocated items are not defined terms within U.S. 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 and long-lived asset impairment charges.

	Three Months Ended December 31,				Six Months Ended December 31,
	2024		2023		2024		2023
	(Dollars in thousands)
Revenues:
Franchise	$	43,269	$	49,274	$	88,544	$	100,710
Company-owned	3,450		1,779		4,235		3,715
Total revenue	46,719		51,053		92,779		104,425
Segment adjusted EBITDA (1):
Franchise	6,414		6,632		14,400		15,222
Company-owned	725		(337)		376		(835)
Total	7,139		6,295		14,776		14,387
Unallocated expenses (2)	(1,315)		(109)		(3,913)		32
Depreciation and amortization	(460)		(677)		(906)		(1,047)
Long-lived asset impairment	—		(170)		(352)		(170)
Stock-based compensation	(174)		(261)		(1,604)		(890)
Interest expense	(4,848)		(6,188)		(9,694)		(12,376)
Income tax (expense) benefit	(136)		107		89		255
Income from discontinued operations	7,439		2,000		8,396		2,000
Total net income (2)	$	7,645	$	997	$	6,792	$	2,191

_______________________________________________________________________________

(1)Amounts from prior periods may not equal those per the prior period financials due to rounding from updating formulas for consistency purposes.

(2)Unallocated expenses for the three and six months ended December 31, 2024, include severance expenses of $0 and $2.3 million, respectively.

(3)Total is a recalculation; line items calculated individually may not sum to total due to rounding.

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ACQUISITIONS

6 Months Ended

Dec. 31, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

ACQUISITIONS

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 Financial Statements 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 on a preliminary basis using information available as of December 31, 2024. Assets acquired and liabilities assumed were recorded at estimated fair values based on management’s estimates, available information, and supportable assumptions that management considered reasonable. The purchase price and related allocation are preliminary and will likely be revised as a result of adjustments to the purchase price, 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, and the contingent consideration arrangement. The final valuations of assets acquired and liabilities assumed may be materially different from the estimated values shown below.

The fair value of total consideration transferred by the Company is $24.6 million, as detailed below.

Consideration	(Dollars in thousands)
Cash, net of cash acquired (1)	$	18,631
Equity instruments (140,552 of Regis common shares) (2)	3,000
Contingent consideration arrangement (preliminary estimate) (3)	3,000
Fair value of total consideration	$	24,631

_______________________________________________________________________________

(1)Includes cash transferred of $20.0 million, net of cash acquired of $1.4 million

(2)The number of common shares (140,552) issued as part of the consideration paid for Alline was determined by dividing the $3.0 million by the 30-trading day volume weighted average price of the common stock as reported on the Nasdaq Global Market as of and including December 17, 2024.

(3)The contingent consideration arrangement requires Regis to pay the former owners of Alline additional cash consideration if certain 4-Wall EBITDA or Adjusted EBITDA thresholds are met for each of the three subsequent annual earnout periods as well as a cumulative 4-Wall EBITDA or Adjusted EBITDA threshold for the cumulative three subsequent annual earnout periods. The potential undiscounted amount of all future payments that Regis could be required to make under the contingent consideration arrangement is between $0 and $3 million. Regis recognized a provisional fair value of $3.0 million on the acquisition date and as of December 31, 2024, which is included in accrued expenses ($1.0 million) and other non-current liabilities ($2.0 million) in the unaudited Condensed Consolidated Balance Sheet. The fair value of the contingent consideration arrangement is provisional while the Company completes its fair value assessment. 4-Wall EBITDA is defined as EBITDA excluding general and administrative expenses.

The following table summarizes the estimated fair value of the assets acquired and liabilities assumed as of the acquisition date:

	(Dollars in thousands)
Current assets	$	3,640
Property and equipment	7,414
Goodwill (1)	16,594
Right of use assets	7,292
Other assets	56
Assumed current liabilities	(2,352)
Assumed lease liabilities	(8,013)
Fair value of total consideration	$	24,631

_______________________________________________________________________________

(1)Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Specifically, the goodwill that will be recorded as part of the acquisition of Alline includes the following:

a.the expected synergies and other benefits that we believe will result from combining the operations of Alline with the operations of Regis;

b.any intangible assets that do not qualify for separate recognition.

Goodwill is not amortized and is deductible for tax purposes. All of the goodwill related to the acquisition of Alline is related to our company-owned operating segment. The Company has not yet obtained all the information required to finalize the valuations of the assets acquired and liabilities assumed, primarily because of the proximity of the acquisition date to the balance sheet date of December 31, 2024. As such, we expect that goodwill could change from the amount noted above.

The Company incurred $1.2 million of acquisition related costs which are included in general and administrative expense in Regis’s unaudited Condensed Consolidated Statement of Operations for the periods ended December 31, 2024.

The following table provides revenues and operating income from Alline that are included in our unaudited Condensed Consolidated Financial Statements:

	Three Months Ended December 31, 2024		Six Months Ended December 31, 2024
Total revenues	$	2,703	$	2,703
Operating income	480		480

The following table presents pro forma information as if the Alline Acquisition had occurred on July 1, 2023:

	Three Months Ended December 31,				Six Months Ended December 31,
	2024		2023		2024		2023
Total revenues	$	62,161	$	69,638	$	125,719	$	142,384
Operating income	8,024		5,413		10,861		12,723

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Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Pay vs Performance Disclosure
Net income	$ 7,645	$ 997	$ 6,792	$ 2,191

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Insider Trading Arrangements	3 Months Ended
	Dec. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

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BASIS OF PRESENTATION OF UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Goodwill

Goodwill:

The Company assesses goodwill impairment on an annual basis, during the Company's fourth fiscal quarter, and between annual assessments if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. An interim impairment analysis was not required in the three months ended December 31, 2024.

Recently Issued Accounting Standards Not Yet Adopted

Recently Issued Accounting Standards Not Yet Adopted:

In November 2023, the FASB issued ASU No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures," which requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and a description of other segment items (the difference between segment revenue less the segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss) by reportable segment, as well as disclosure of the title and position of the entity’s CODM and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources. The pronouncement is effective for annual reporting periods in fiscal years beginning after December 15, 2023, and for interim periods in fiscal years beginning after December 15, 2024. We do not expect the adoption of this pronouncement to impact our consolidated financial statements beyond the expansion of our reportable segment disclosures.

In December 2023, the 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 fiscal years beginning after December 15, 2024, and shall be applied prospectively. The Company is evaluating the standard and determining the extent of additional disclosures that will be required.

Revenue Recognition and Deferred Revenue

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 unaudited 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 is then recognized over the term of the franchise agreement, which is typically 10 years. 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. Gift cards issued by the Company are recorded as a liability (deferred revenue) upon sale and recognized as revenue upon redemption by the guest. Gift card breakage, the amount of gift cards which will not be redeemed, is recognized based on gift card balances with no activity over a 36-month basis. Product sales to franchisees are recorded at the time product is delivered to the franchisee.

Assets and Liabilities Measured at Fair Value on a Recurring and Nonrecurring Basis

Assets and Liabilities Measured at Fair Value on a Recurring Basis

As of December 31, 2024, and June 30, 2024, 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 in the unaudited Condensed Consolidated Balance Sheets within accrued expenses and other non-current liabilities, totaling $3.0 million. The earn-out liability is adjusted at fair value at each reporting date until settled, and changes in fair value will be reported in our unaudited Condensed Consolidated Statements of Operations.

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REVENUE RECOGNITION (Tables)

6 Months Ended

Dec. 31, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Receivables, Broker Fees and Deferred Revenue

Information about receivables, broker fees and deferred revenue subject to the current revenue recognition guidance is as follows:

	December 31, 2024		June 30, 2024		Balance Sheet Classification
	(Dollars in thousands)
Receivables from contracts with customers, net	$	6,923	$	6,887	Receivables, net
Broker fees	6,992		9,369		Other assets
Deferred revenue:
Current
Gift card liability	$	784	$	366	Accrued expenses
Deferred franchise fees open salons	4,220		4,738		Accrued expenses
Total current deferred revenue	$	5,004	$	5,104
Non-current
Deferred franchise fees unopened salons	$	1,580	$	1,783	Other non-current liabilities
Deferred franchise fees open salons	11,797		14,972		Other non-current liabilities
Total non-current deferred revenue	$	13,377	$	16,755

Schedule of Allowance for Doubtful Accounts

The following table is a rollforward of the allowance for credit losses for the period:

	Six Months Ended December 31,
	2024		2023
	(Dollars in thousands)
Balance at beginning of period	$	6,227	$	7,297
Provision for doubtful accounts	1,485		459
Provision for franchisee rent	588		351
Recoveries	(694)		(333)
Write-offs	(132)		(1,399)
Other (1)	73		(67)
Balance at end of period	$	7,547	$	6,308

______________________________________________________________________________________

(1)Includes currency fluctuation.

Schedule of Rollforward of Broker Fees

The following table is a rollforward of the broker fee balance for the periods indicated:

	Six Months Ended December 31,
	2024		2023
	(Dollars in thousands)
Balance at beginning of period	$	9,369	$	12,471
Amortization	(1,246)		(1,415)
Write-offs (1)	(1,131)		(111)
Balance at end of period	$	6,992	$	10,945

________________________________________________________________________________________

(1)Broker fees of $0.9 million were written off in connection with the Alline acquisition for the three and six months ended December 31, 2024.

Schedule of Estimated Revenue Expected to be Recognized

Estimated revenue expected to be recognized in the future related to deferred franchise fees for open salons as of December 31, 2024, is as follows (dollars in thousands):

Remainder of 2025	$	2,110
2026	3,977
2027	3,518
2028	2,796
2029	1,603
Thereafter	2,013
Total	$	16,017

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SHAREHOLDERS' EQUITY (DEFICIT) (Tables)

6 Months Ended

Dec. 31, 2024

Stockholders' Equity Note [Abstract]

Schedule of Share-based Equity Awards Granted

During the three and six months ended December 31, 2024, the Company granted restricted stock units as follows:

	Three Months Ended December 31, 2024	Six Months Ended December 31, 2024
Restricted stock units (RSUs)	78,800	78,800

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INCOME TAXES (Tables)

6 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Schedule of Income Tax (Expense) Benefits and Corresponding Effective Tax Rates

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,
	2024			2023			2024			2023
	(Dollars in thousands)
Income tax (expense) benefit	$	(136)		$	107		$	89		$	255
Effective tax rate	39.8		%	9.6		%	5.3		%	398.4		%

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CASH, CASH EQUIVALENTS AND RESTRICTED CASH (Tables)

6 Months Ended

Dec. 31, 2024

Cash and Cash Equivalents [Abstract]

Schedule of Cash and Cash Equivalents

The table below reconciles the cash and cash equivalents balances and restricted cash balances recorded within other current assets on the unaudited Condensed Consolidated Balance Sheets to the amount of cash, cash equivalents and restricted cash reported on the unaudited Condensed Consolidated Statements of Cash Flows:

	December 31, 2024		June 30, 2024
	(Dollars in thousands)
Cash and cash equivalents	$	10,198	$	10,066
Restricted cash, included in other current assets (1)	16,856		19,247
Total cash, cash equivalents and restricted cash	$	27,054	$	29,313

_______________________________________________________________________________

(1)Restricted cash within other current assets primarily relates to consolidated advertising cooperatives funds, which can only be used to settle obligations of the respective cooperatives, and contractual obligations to collateralize the Company's self-insurance programs.

Schedule of Restricted Cash and Cash Equivalents

The table below reconciles the cash and cash equivalents balances and restricted cash balances recorded within other current assets on the unaudited Condensed Consolidated Balance Sheets to the amount of cash, cash equivalents and restricted cash reported on the unaudited Condensed Consolidated Statements of Cash Flows:

	December 31, 2024		June 30, 2024
	(Dollars in thousands)
Cash and cash equivalents	$	10,198	$	10,066
Restricted cash, included in other current assets (1)	16,856		19,247
Total cash, cash equivalents and restricted cash	$	27,054	$	29,313

_______________________________________________________________________________

(1)Restricted cash within other current assets primarily relates to consolidated advertising cooperatives funds, which can only be used to settle obligations of the respective cooperatives, and contractual obligations to collateralize the Company's self-insurance programs.

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LEASES (Tables)

6 Months Ended

Dec. 31, 2024

Leases [Abstract]

Schedule of Real Estate Taxes and Other Occupancy Expenses

Total rent includes the following:

	Three Months Ended December 31,				Six Months Ended December 31,
	2024		2023		2024		2023
	(Dollars in thousands)
Office rent (1)	$	700	$	748	$	1,426	$	1,574
Lease termination expense	27		174		79		161
Lease liability benefit (2)	(65)		(95)		(128)		(223)
Franchise salon rent (3)	881		(96)		952		(434)
Company-owned salon rent (4)	606		663		884		1,413
Total	$	2,149	$	1,394	$	3,213	$	2,491

_______________________________________________________________________________

(1)Rental income associated with the sublease of corporate office space is recorded in other income and was $0.3 million and $0.6 million for the three and six months ended December 31, 2024, respectively.

(2)Upon termination of previously impaired leases, the Company derecognizes the corresponding ROU assets and lease liabilities, which results in a net gain. In addition, the Company recognizes a benefit from lease liabilities decreasing in excess of previously impaired ROU assets for ongoing leases that were previously impaired.

(3)Franchise salon rent is a benefit in the three and six months ended December 31, 2023, due to settlements with landlords for less than previously accrued.

(4)Note that this amount includes 12 days of rent related to the Alline salons acquired during the quarter. See Note 13.

Schedule of Lessor, Future Operating Lease Commitments

As of December 31, 2024, future operating lease commitments, including one renewal option for leases expected to be renewed, to be paid and received by the Company were as follows (dollars in thousands):

Fiscal Year	Leases For Franchise Salons		Leases For Company-Owned Salons		Corporate Leases		Total Operating Lease Payments		Sublease Income to be Received from Franchisees		Net Rent Commitments
Remainder of 2025	$	36,048	$	4,270	$	672	$	40,990	$	(36,048)	$	4,942
2026	64,630		6,864		1,367		72,861		(64,630)		8,231
2027	56,168		4,941		1,401		62,510		(56,168)		6,342
2028	47,900		3,755		1,436		53,091		(47,900)		5,191
2029	37,938		2,746		1,472		42,156		(37,938)		4,218
Thereafter	40,076		5,323		1,509		46,908		(40,076)		6,832
Total future obligations	$	282,760	$	27,899	$	7,857	$	318,516	$	(282,760)	$	35,756
Less amounts representing interest	34,429		5,407		837		40,673
Present value of lease liability	$	248,331	$	22,492	$	7,020	$	277,843
Less short-term lease liability	57,955		11,932		1,084		70,971
Long-term lease liability	$	190,376	$	10,560	$	5,936	$	206,872

Schedule of Lessee, Future Operating Lease Commitments

As of December 31, 2024, future operating lease commitments, including one renewal option for leases expected to be renewed, to be paid and received by the Company were as follows (dollars in thousands):

Fiscal Year	Leases For Franchise Salons		Leases For Company-Owned Salons		Corporate Leases		Total Operating Lease Payments		Sublease Income to be Received from Franchisees		Net Rent Commitments
Remainder of 2025	$	36,048	$	4,270	$	672	$	40,990	$	(36,048)	$	4,942
2026	64,630		6,864		1,367		72,861		(64,630)		8,231
2027	56,168		4,941		1,401		62,510		(56,168)		6,342
2028	47,900		3,755		1,436		53,091		(47,900)		5,191
2029	37,938		2,746		1,472		42,156		(37,938)		4,218
Thereafter	40,076		5,323		1,509		46,908		(40,076)		6,832
Total future obligations	$	282,760	$	27,899	$	7,857	$	318,516	$	(282,760)	$	35,756
Less amounts representing interest	34,429		5,407		837		40,673
Present value of lease liability	$	248,331	$	22,492	$	7,020	$	277,843
Less short-term lease liability	57,955		11,932		1,084		70,971
Long-term lease liability	$	190,376	$	10,560	$	5,936	$	206,872

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FINANCING ARRANGEMENTS (Tables)

6 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

Schedule of Long-Term Debt

The Company's debt consists of the following:

	Three Months Ended December 31, 2024	Fiscal Year	Balance at December 31, 2024		Balance at  June 30, 2024
		2024
	(Average cash interest rate %)		(Dollars in thousands)
Term loan	8.83%	9.68%	$	119,475	$	105,000
Paid-in-kind interest			2,590		53
Deferred financing fees			(13,508)		(14,244)
Term loan, net			108,557		90,809
Revolving credit facility	8.83%	9.68%	4,326		10,237
Fair value of warrants issued to lenders			(1,351)		(1,501)
Total long-term debt, net			$	111,532	$	99,545

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FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

Dec. 31, 2024

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

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, 2024	$	—
Addition for acquisition	3,000
Earn-out liability at December 31, 2024	$	3,000

The following provides information regarding fair value measurements for our remaining contingent earn-out liability as of December 31, 2024, according to the three-level fair value hierarchy:

(Dollars in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Recurring Fair Value Measurements:
Earn-out liability	$	—	$	—	$	3,000	$	3,000
Total	$	—	$	—	$	3,000	$	3,000

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EARNINGS PER SHARE (Tables)

6 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

Schedule of Shares Outstanding Used in the Calculation of Basic and Diluted Earnings Per Share ("EPS")

The following table sets forth the presentation of shares outstanding used in the calculation of basic and diluted earnings per share (EPS):

	Three Months Ended December 31,		Six Months Ended December 31,
	2024	2023	2024	2023
	(Shares in thousands)
Denominator for basic EPS - weighted average common shares	2,324	2,341	2,346	2,336
Dilutive shares associated with option plans	501	—	—	31
Denominator for diluted EPS - weighted average common shares and dilutive potential common shares	2,825	2,341	2,346	2,367
Options excluded from EPS calculation - anti-dilutive	193	220	192	216

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SEGMENT INFORMATION (Tables)

6 Months Ended

Dec. 31, 2024

Segment Reporting [Abstract]

Schedule of Reportable Operating Segment Salons

The Company's reportable operating segments consisted of the following salons:

	December 31, 2024		June 30, 2024
FRANCHISE SALONS:
Supercuts	1,772		1,946
SmartStyle/Cost Cutters in Walmart stores	1,190		1,232
Portfolio Brands	868		1,117
Total North American salons	3,830		4,295
Total International salons (1)	95		96
Total franchise salons	3,925		4,391
as a percent of total franchise and company-owned salons	92.4	%	99.6	%
COMPANY-OWNED SALONS (2):
Supercuts	111		3
SmartStyle/Cost Cutters in Walmart stores	1		8
Portfolio Brands	211		6
Total company-owned salons	323		17
as a percent of total franchise and company-owned salons	7.6	%	0.4	%
Total franchise and company-owned salons	4,248		4,408

_______________________________________________________________________________

(1)Canadian and Puerto Rican salons are included in the North American salon totals.

(2)Salon counts as of December 31, 2024, include the 314 salons acquired as part of the Alline acquisition. See Note 13 to these unaudited Condensed Consolidated Financial Statements for further details over the transaction.

Schedule of Summarized Financial Information of Reportable Operating Segments

Financial information concerning the Company's reportable operating segments is shown in the table below. Segment information is presented in the same way that the Company internally organizes the business for assessing performance and making decisions regarding allocation of resources. The CODM’s primary measures of segment performance are revenue and segment adjusted EBITDA. 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. Asset information by segment is not provided to the CODM. Segment adjusted EBITDA is defined as income from continuing operations before interest, income taxes, depreciation, amortization, and impairment. Beginning in fiscal year 2025, management determined that stock-based compensation expenses will be excluded from adjusted EBITDA. This change has been retrospectively applied to all prior periods presented in this report. Consistent with our internal management reporting, unallocated expenses include certain items impacting comparability. These unallocated items are not defined terms within U.S. 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 and long-lived asset impairment charges.

	Three Months Ended December 31,				Six Months Ended December 31,
	2024		2023		2024		2023
	(Dollars in thousands)
Revenues:
Franchise	$	43,269	$	49,274	$	88,544	$	100,710
Company-owned	3,450		1,779		4,235		3,715
Total revenue	46,719		51,053		92,779		104,425
Segment adjusted EBITDA (1):
Franchise	6,414		6,632		14,400		15,222
Company-owned	725		(337)		376		(835)
Total	7,139		6,295		14,776		14,387
Unallocated expenses (2)	(1,315)		(109)		(3,913)		32
Depreciation and amortization	(460)		(677)		(906)		(1,047)
Long-lived asset impairment	—		(170)		(352)		(170)
Stock-based compensation	(174)		(261)		(1,604)		(890)
Interest expense	(4,848)		(6,188)		(9,694)		(12,376)
Income tax (expense) benefit	(136)		107		89		255
Income from discontinued operations	7,439		2,000		8,396		2,000
Total net income (2)	$	7,645	$	997	$	6,792	$	2,191

_______________________________________________________________________________

(1)Amounts from prior periods may not equal those per the prior period financials due to rounding from updating formulas for consistency purposes.

(2)Unallocated expenses for the three and six months ended December 31, 2024, include severance expenses of $0 and $2.3 million, respectively.

(3)Total is a recalculation; line items calculated individually may not sum to total due to rounding.

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ACQUISITIONS (Tables)

6 Months Ended

Dec. 31, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Schedule of Business Acquisitions, by Acquisition

The fair value of total consideration transferred by the Company is $24.6 million, as detailed below.

Consideration	(Dollars in thousands)
Cash, net of cash acquired (1)	$	18,631
Equity instruments (140,552 of Regis common shares) (2)	3,000
Contingent consideration arrangement (preliminary estimate) (3)	3,000
Fair value of total consideration	$	24,631

_______________________________________________________________________________

(1)Includes cash transferred of $20.0 million, net of cash acquired of $1.4 million

(2)The number of common shares (140,552) issued as part of the consideration paid for Alline was determined by dividing the $3.0 million by the 30-trading day volume weighted average price of the common stock as reported on the Nasdaq Global Market as of and including December 17, 2024.

(3)The contingent consideration arrangement requires Regis to pay the former owners of Alline additional cash consideration if certain 4-Wall EBITDA or Adjusted EBITDA thresholds are met for each of the three subsequent annual earnout periods as well as a cumulative 4-Wall EBITDA or Adjusted EBITDA threshold for the cumulative three subsequent annual earnout periods. The potential undiscounted amount of all future payments that Regis could be required to make under the contingent consideration arrangement is between $0 and $3 million. Regis recognized a provisional fair value of $3.0 million on the acquisition date and as of December 31, 2024, which is included in accrued expenses ($1.0 million) and other non-current liabilities ($2.0 million) in the unaudited Condensed Consolidated Balance Sheet. The fair value of the contingent consideration arrangement is provisional while the Company completes its fair value assessment. 4-Wall EBITDA is defined as EBITDA excluding general and administrative expenses.

The following table provides revenues and operating income from Alline that are included in our unaudited Condensed Consolidated Financial Statements:

	Three Months Ended December 31, 2024		Six Months Ended December 31, 2024
Total revenues	$	2,703	$	2,703
Operating income	480		480

Schedule of Estimated Fair Values of the Assets Acquired and Liabilities Assumed

The following table summarizes the estimated fair value of the assets acquired and liabilities assumed as of the acquisition date:

	(Dollars in thousands)
Current assets	$	3,640
Property and equipment	7,414
Goodwill (1)	16,594
Right of use assets	7,292
Other assets	56
Assumed current liabilities	(2,352)
Assumed lease liabilities	(8,013)
Fair value of total consideration	$	24,631

_______________________________________________________________________________

(1)Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Specifically, the goodwill that will be recorded as part of the acquisition of Alline includes the following:

a.the expected synergies and other benefits that we believe will result from combining the operations of Alline with the operations of Regis;

b.any intangible assets that do not qualify for separate recognition.

Goodwill is not amortized and is deductible for tax purposes. All of the goodwill related to the acquisition of Alline is related to our company-owned operating segment. The Company has not yet obtained all the information required to finalize the valuations of the assets acquired and liabilities assumed, primarily because of the proximity of the acquisition date to the balance sheet date of December 31, 2024. As such, we expect that goodwill could change from the amount noted above.

Schedule of Business Acquisition, Pro Forma Information

The following table presents pro forma information as if the Alline Acquisition had occurred on July 1, 2023:

	Three Months Ended December 31,				Six Months Ended December 31,
	2024		2023		2024		2023
Total revenues	$	62,161	$	69,638	$	125,719	$	142,384
Operating income	8,024		5,413		10,861		12,723

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BASIS OF PRESENTATION OF UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Alline Salon Group Acquisition (Details) - USD ($) $ in Thousands		6 Months Ended
	Dec. 19, 2024	Dec. 31, 2024	Dec. 31, 2023
Business Acquisition [Line Items]
Cash consideration	$ 19,000	$ 18,631	$ 0
Alline Salon Group
Business Acquisition [Line Items]
Percentage of voting interests acquired	100.00%
Cash consideration	$ 18,631
Equity instruments	$ 3,000

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BASIS OF PRESENTATION OF UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Goodwill (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 19, 2024	Jun. 30, 2024
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Goodwill	$ 188,975		$ 173,146
Franchise Reporting Unit
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Goodwill	172,400		$ 173,100
Company-owned
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Goodwill	16,600
Alline Salon Group
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Goodwill	$ 16,600	$ 16,594

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BASIS OF PRESENTATION OF UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Acquisition-Related Costs (Details) $ in Millions	Dec. 31, 2024 USD ($)
Alline Salon Group
Business Acquisition [Line Items]
Acquisition-related costs	$ 1.2

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BASIS OF PRESENTATION OF UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Inventory (Details) $ in Millions	Dec. 31, 2024 USD ($)
Accounting Changes and Error Corrections [Abstract]
Inventory, net	$ 3.3

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BASIS OF PRESENTATION OF UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reverse Stock Split (Details)	Nov. 29, 2023 $ / shares	Dec. 31, 2024 $ / shares	Jun. 30, 2024 $ / shares	Jun. 24, 2024 $ / shares
Accounting Policies [Abstract]
Common stock par value (in dollars per share)	$ 0.05	$ 0.05	$ 0.05	$ 0.05
Conversion ratio	0.05

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BASIS OF PRESENTATION OF UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Tax Benefits Preservation Plan (Details)	Jan. 28, 2024 shares
Accounting Changes and Error Corrections [Abstract]
Preferred stock purchase right	1

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REVENUE RECOGNITION - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Disaggregation of Revenue [Line Items]
Revenue recognized, gift card breakage period	36 months		36 months
Financing receivable	$ 0.8		$ 0.8
Financing receivable, allowance for credit loss	0.2		0.2
Franchise Fees
Disaggregation of Revenue [Line Items]
Revenues	$ 2.1	$ 1.6	$ 3.7	$ 3.3
Revenue recognized over time
Disaggregation of Revenue [Line Items]
Performance obligations expected to be satisfied, expected timing (in years)			10 years

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REVENUE RECOGNITION - Schedule of Receivables, Broker Fees and Deferred Revenue (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023
Revenue from Contract with Customer [Abstract]
Receivables from contracts with customers, net	$ 6,923	$ 6,887
Broker fees	6,992	9,369	$ 10,945	$ 12,471
Deferred revenue
Current deferred revenue	5,004	5,104
Non-current deferred revenue	13,377	16,755
Gift card liability
Deferred revenue
Current deferred revenue	784	366
Deferred franchise fees open salons
Deferred revenue
Current deferred revenue	4,220	4,738
Non-current deferred revenue	11,797	14,972
Deferred franchise fees unopened salons
Deferred revenue
Non-current deferred revenue	$ 1,580	$ 1,783

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REVENUE RECOGNITION - Schedule of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	6 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Balance at beginning of period	$ 6,227	$ 7,297
Provision for doubtful accounts	1,485	459
Provision for franchisee rent	588	351
Recoveries	(694)	(333)
Write-offs	(132)	(1,399)
Other	73	(67)
Balance at end of period	$ 7,547	$ 6,308

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REVENUE RECOGNITION - Schedule of Rollforward of Broker Fees (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Dec. 31, 2024	Dec. 31, 2024	Dec. 31, 2023
Capitalized Contract Cost [Line Items]
Balance at beginning of period		$ 9,369	$ 12,471
Amortization		(1,246)	(1,415)
Write-offs		(1,131)	(111)
Balance at end of period	$ 6,992	6,992	$ 10,945
Alline Salon Group
Capitalized Contract Cost [Line Items]
Write-offs	$ (900)	$ (900)

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REVENUE RECOGNITION - Schedule of Estimated Revenue Expected to be Recognized (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Revenue from Contract with Customer [Abstract]
Performance obligations expected to be satisfied	$ 16,017
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligations expected to be satisfied	16,017
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenue from Contract with Customer [Abstract]
Performance obligations expected to be satisfied	2,110
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligations expected to be satisfied	$ 2,110
Performance obligations expected to be satisfied, expected timing	6 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-07-01
Revenue from Contract with Customer [Abstract]
Performance obligations expected to be satisfied	$ 3,977
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligations expected to be satisfied	$ 3,977
Performance obligations expected to be satisfied, expected timing	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-07-01
Revenue from Contract with Customer [Abstract]
Performance obligations expected to be satisfied	$ 3,518
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligations expected to be satisfied	$ 3,518
Performance obligations expected to be satisfied, expected timing	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-07-01
Revenue from Contract with Customer [Abstract]
Performance obligations expected to be satisfied	$ 2,796
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligations expected to be satisfied	$ 2,796
Performance obligations expected to be satisfied, expected timing	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-07-01
Revenue from Contract with Customer [Abstract]
Performance obligations expected to be satisfied	$ 1,603
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligations expected to be satisfied	$ 1,603
Performance obligations expected to be satisfied, expected timing	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2029-07-01
Revenue from Contract with Customer [Abstract]
Performance obligations expected to be satisfied	$ 2,013
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligations expected to be satisfied	$ 2,013
Performance obligations expected to be satisfied, expected timing

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DISCONTINUED OPERATIONS (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cash used in investing activities, discontinued operations			$ 8.5
Opensalon Pro
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from divestiture of businesses	$ 7.5	$ 2.0	$ 8.5	$ 2.0

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SHAREHOLDERS' EQUITY (DEFICIT) - Equity Awards Granted (Details) - shares	3 Months Ended	6 Months Ended
	Dec. 31, 2024	Dec. 31, 2024
Restricted stock units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock granted (in shares)	78,800	78,800

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SHAREHOLDERS' EQUITY (DEFICIT) - Narrative (Details) - USD ($) $ in Millions		3 Months Ended		6 Months Ended
	Dec. 19, 2024	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense		$ 0.2	$ 0.3	$ 1.6	$ 0.9
Alline Salon Group
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity interest issued or issuable (in shares)	140,552			140,550
Business Combination, Shares Issued, Lock-Out Period				1 year
Restricted stock units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period				3 years

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SHAREHOLDERS' EQUITY (DEFICIT) - Stock Warrants Issued in Connection with Long-Term Debt (Details) - USD ($) $ / shares in Units, $ in Millions	Jun. 24, 2024	Dec. 31, 2024	Jun. 30, 2024	Nov. 29, 2023
Stockholders' Equity Note [Abstract]
Aggregate purchase of warrants (in shares)	407,542
Common stock par value (in dollars per share)	$ 0.05	$ 0.05	$ 0.05	$ 0.05
Exercise price of warrants (in dollars per share)	$ 7.00
Warrants exercisable term	7 years
Stock warrants issued in connection with debt	$ 1.5
Warrants, financing fees	$ 0.2
Aggregate cancelled warrants (in shares)	203,771
Exercise price of cancelled warrants (in dollars per share)	$ 15.00
Warrants exercise price (in dollars per share)	$ 20.00

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INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Income tax (expense) benefit	$ (136)	$ 107	$ 89	$ 255
Effective tax rate	39.80%	9.60%	5.30%	398.40%

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CASH, CASH EQUIVALENTS AND RESTRICTED CASH - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 10,198	$ 10,066
Restricted cash, included in other current assets	16,856	19,247
Total cash, cash equivalents and restricted cash	$ 27,054	$ 29,313	$ 16,582	$ 21,396

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LEASES - Narrative (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2024 USD ($) renewalOption lease	Dec. 31, 2023 USD ($)	Jun. 30, 2024
Lessee, Lease, Description [Line Items]
Franchise rental income	$ 20,022	$ 24,087	$ 41,658	$ 48,754
Franchise rent expense	$ 20,000	$ 24,100	$ 41,700	$ 48,800
Lessor, term of contract	5 years		5 years
Number of leases expected to be renewed | lease			1
Weighted average remaining lease term	4 years 11 months 1 day		4 years 11 months 1 day		5 years 18 days
Weighted average discount rate	5.47%		5.47%		5.13%
Number of renewal options | renewalOption			1
Minimum
Lessee, Lease, Description [Line Items]
Lessee, term of contract	1 year		1 year
Lessee, renewal term	5 years		5 years
Maximum
Lessee, Lease, Description [Line Items]
Lessee, term of contract	11 years		11 years
Lessee, renewal term	10 years		10 years

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LEASES - Schedule of Real Estate Taxes and Other Occupancy Expenses (Details) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Lessee, Lease, Description [Line Items]
Total	$ 20,000,000	$ 24,100,000	$ 41,700,000	$ 48,800,000
Non-Franchise Lease
Lessee, Lease, Description [Line Items]
Office rent	700,000	748,000	1,426,000	1,574,000
Lease termination expense	27,000	174,000	79,000	161,000
Lease liability benefit	(65,000)	(95,000)	(128,000)	(223,000)
Franchise salon rent	881,000	(96,000)	952,000	(434,000)
Company-owned salon rent	606,000	663,000	884,000	1,413,000
Total	2,149,000	$ 1,394,000	3,213,000	$ 2,491,000
Rental income	$ 300,000		$ 600,000

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LEASES Future - Operating Lease Commitments (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Jun. 30, 2024
Leases, Operating [Abstract]
Remainder of 2025	$ 40,990
2026	72,861
2027	62,510
2028	53,091
2029	42,156
Thereafter	46,908
Total future obligations	318,516
Less amounts representing interest	40,673
Present value of lease liability	277,843
Less short-term lease liability	70,971	$ 69,127
Long-term lease liability	206,872	$ 230,607
Sublease Income to be Received from Franchisees
Remainder of 2025	(36,048)
2026	(64,630)
2027	(56,168)
2028	(47,900)
2029	(37,938)
Thereafter	(40,076)
Total future obligations	(282,760)
Net Rent Commitments
Remainder of 2025	4,942
2026	8,231
2027	6,342
2028	5,191
2029	4,218
Thereafter	6,832
Total future obligations	35,756
Leases | Franchise
Leases, Operating [Abstract]
Remainder of 2025	36,048
2026	64,630
2027	56,168
2028	47,900
2029	37,938
Thereafter	40,076
Total future obligations	282,760
Less amounts representing interest	34,429
Present value of lease liability	248,331
Less short-term lease liability	57,955
Long-term lease liability	190,376
Leases | Company-Owned
Leases, Operating [Abstract]
Remainder of 2025	4,270
2026	6,864
2027	4,941
2028	3,755
2029	2,746
Thereafter	5,323
Total future obligations	27,899
Less amounts representing interest	5,407
Present value of lease liability	22,492
Less short-term lease liability	11,932
Long-term lease liability	10,560
Corporate Leases
Leases, Operating [Abstract]
Remainder of 2025	672
2026	1,367
2027	1,401
2028	1,436
2029	1,472
Thereafter	1,509
Total future obligations	7,857
Less amounts representing interest	837
Present value of lease liability	7,020
Less short-term lease liability	1,084
Long-term lease liability	$ 5,936

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FINANCING ARRANGEMENTS - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 19, 2024	Jun. 30, 2024	Jun. 24, 2024
Debt Instrument [Line Items]
Paid-in-kind interest	$ 2,590		$ 53
Fair value of warrants issued to lenders	(1,351)		(1,501)
Total long-term debt, net	$ 111,532		99,545
Line of Credit
Debt Instrument [Line Items]
Deferred financing fees		$ (400)	$ (14,200)
Line of Credit | Term Loan
Debt Instrument [Line Items]
Interest rate	8.83%		9.68%	2.50%
Term loan	$ 119,475		$ 105,000
Deferred financing fees	(13,508)		(14,244)
Total long-term debt, net	$ 108,557		$ 90,809
Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Interest rate	8.83%		9.68%
Total long-term debt, net	$ 4,326		$ 10,237

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FINANCING ARRANGEMENTS - Narrative (Details) $ in Thousands		1 Months Ended
	Dec. 19, 2024 USD ($)	Jun. 30, 2024 USD ($)	Dec. 31, 2024 USD ($)	Jun. 24, 2024
Debt Instrument [Line Items]
Minimum liquidity		$ 10,000	$ 10,000
Liquidity amount			15,900
Remainder of 2025			1,100
2026			1,100
2027			2,600
2028			2,600
2029			2,600
Cash, cash equivalents, and short-term investments			10,200
Current liabilities		103,518	107,519
Line of Credit
Debt Instrument [Line Items]
Deferred financing fees	$ 400	14,200
Original issue discount fee		$ 3,900
Total leverage ratio		3.75
Variable rate		8.50%
Paid-in-kind		4.50%
Term Loan | Line of Credit
Debt Instrument [Line Items]
Term loan		$ 105,000
Deferred financing fees		$ 14,244	$ 13,508
Variable rate		9.00%
Interest rate		9.68%	8.83%	2.50%
Additional long-term debt	$ 15,000
Revolving Credit Facility | Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 25,000	$ 25,000
Unused borrowing amount capacity			9,300
Unused borrowing amount capacity			$ 15,700
Variable rate		9.00%
Interest rate		9.68%	8.83%
Letter of Credit | Line of Credit
Debt Instrument [Line Items]
Cash payment		5.25%

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FAIR VALUE MEASUREMENTS - Schedule of Changes in the Earn-Out Liability (Details) $ in Millions	6 Months Ended
	Dec. 31, 2024 USD ($)
Contingent Consideration [Roll Forward]
Earn-out liability at June 30, 2024	$ 0.0
Addition for acquisition	3.0
Earn-out liability at December 31, 2024	$ 3.0

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FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2024	Jun. 30, 2024
Fair Value Disclosures [Abstract]
Earn-out liability	$ 3.0	$ 0.0

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FAIR VALUE MEASUREMENTS - Schedule of Fair Value Measurements (Details) - USD ($) $ in Millions	Dec. 31, 2024	Jun. 30, 2024
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out liability	$ 3.0	$ 0.0
Total	3.0
Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out liability	0.0
Total	0.0
Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out liability	0.0
Total	0.0
Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out liability	3.0
Total	$ 3.0

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EARNINGS PER SHARE - Narrative (Details) - shares	3 Months Ended		6 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Awards excluded from diluted earnings per share computation (in shares)	193,000	220,000	192,000	216,000
Equity Based Compensation Awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Awards excluded from diluted earnings per share computation (in shares)	193,186	219,945	191,964	215,656

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EARNINGS PER SHARE - Schedule of Shares Outstanding Used in the Calculation of Basic and Diluted Earnings Per Share ("EPS") (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Earnings Per Share [Abstract]
Denominator for basic EPS - weighted average common shares (in shares)	2,324	2,341	2,346	2,336
Dilutive shares associated with option plans (in shares)	501	0	0	31
Denominator for diluted EPS - weighted average common shares and dilutive potential common shares (in shares)	2,825	2,341	2,346	2,367
Options excluded from EPS calculation - anti-dilutive (in shares)	193	220	192	216

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SEGMENT INFORMATION - Schedule of Reportable Operating Segment Salons (Details)	Dec. 31, 2024 salon franchisee	Jun. 30, 2024 salon franchisee
Franchisor Disclosure [Line Items]
Number of salons | franchisee	4,248	4,408
Franchise
Franchisor Disclosure [Line Items]
Number of salons	3,925	4,391
Salons as a percent of total Company-owned and Franchise salons	92.40%	99.60%
Franchise | North American
Franchisor Disclosure [Line Items]
Number of salons	3,830	4,295
Franchise | International
Franchisor Disclosure [Line Items]
Number of salons	95	96
Franchise | Supercuts
Franchisor Disclosure [Line Items]
Number of salons	1,772	1,946
Franchise | SmartStyle/Cost Cutters in Walmart stores
Franchisor Disclosure [Line Items]
Number of salons	1,190	1,232
Franchise | Portfolio Brands
Franchisor Disclosure [Line Items]
Number of salons	868	1,117
Company-Owned
Franchisor Disclosure [Line Items]
Number of salons	323	17
Salons as a percent of total Company-owned and Franchise salons	7.60%	0.40%
Company-Owned | Supercuts
Franchisor Disclosure [Line Items]
Number of salons	111	3
Company-Owned | SmartStyle/Cost Cutters in Walmart stores
Franchisor Disclosure [Line Items]
Number of salons	1	8
Company-Owned | Portfolio Brands
Franchisor Disclosure [Line Items]
Number of salons	211	6

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SEGMENT INFORMATION - Schedule of Summarized Financial Information of Reportable Operating Segments (Details) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Revenues:
Revenues	$ 46,719,000	$ 51,053,000	$ 92,779,000	$ 104,425,000
Segment adjusted EBITDA
Unallocated expenses	(1,315,000)	(109,000)	(3,913,000)	32,000
Depreciation and amortization	(460,000)	(677,000)	(906,000)	(1,047,000)
Long-lived asset impairment	0	(170,000)	(352,000)	(170,000)
Stock-based compensation	(174,000)	(261,000)	(1,604,000)	(890,000)
Interest expense	(4,848,000)	(6,188,000)	(9,694,000)	(12,376,000)
Income tax (expense) benefit	(136,000)	107,000	89,000	255,000
Income from discontinued operations	7,439,000	2,000,000	8,396,000	2,000,000
Net income	7,645,000	997,000	6,792,000	2,191,000
Severance expenses	0		2,300,000
Leases | Reportable Segments
Segment adjusted EBITDA
Adjusted EBITDA	7,139,000	6,295,000	14,776,000	14,387,000
Leases | Franchise
Revenues:
Revenues	43,269,000	49,274,000	88,544,000	100,710,000
Segment adjusted EBITDA
Adjusted EBITDA	6,414,000	6,632,000	14,400,000	15,222,000
Leases | Company-owned
Revenues:
Revenues	3,450,000	1,779,000	4,235,000	3,715,000
Segment adjusted EBITDA
Adjusted EBITDA	$ 725,000	$ (337,000)	$ 376,000	$ (835,000)

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ACQUISITIONS - Narrative (Details) $ in Millions	3 Months Ended	6 Months Ended
	Dec. 31, 2024 USD ($)	Dec. 31, 2024 USD ($)	Dec. 19, 2024 salon
Business Acquisition [Line Items]
Number of salons acquired | salon			314
Loss on franchise agreement	$ 0.2	$ 0.2
Alline Salon Group
Business Acquisition [Line Items]
Percentage of voting interests acquired			100.00%
Acquisition-related costs	$ 1.2	$ 1.2

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ACQUISITIONS - Schedule of Business Acquisitions, by Acquisition (Details) $ in Thousands		6 Months Ended
	Dec. 19, 2024 USD ($) franchisee numberOfTradingDays shares	Dec. 31, 2024 USD ($) shares	Dec. 31, 2023 USD ($)	Jun. 30, 2024 USD ($)
Business Acquisition [Line Items]
Cash, net of cash acquired	$ 19,000	$ 18,631	$ 0
Earn-out liability		$ 3,000		$ 0
Alline Salon Group
Business Acquisition [Line Items]
Cash, net of cash acquired	18,631
Equity instruments	3,000
Contingent consideration arrangement (preliminary estimate)	3,000
Fair value of total consideration	24,631
Cash transferred, gross	20,000
Cash acquired	$ 1,400
Equity interest issued or issuable (in shares) | shares	140,552	140,550
Threshold trading days | numberOfTradingDays	30
Subsequent annual earnout period | franchisee	3
Contingent consideration arrangement, range of outcomes, value, low	$ 0
Contingent consideration arrangement, range of outcomes, value, high	3,000
Earn-out liability	3,000
Contingent consideration, liability, current	1,000
Contingent consideration, liability, noncurrent	$ 2,000

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ACQUISITIONS - Schedule of Estimated Fair Values of the Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 19, 2024	Jun. 30, 2024
Business Acquisition [Line Items]
Goodwill	$ 188,975		$ 173,146
Alline Salon Group
Business Acquisition [Line Items]
Current assets		$ 3,640
Property and equipment		7,414
Goodwill	$ 16,600	16,594
Right of use assets		7,292
Other assets		56
Assumed current liabilities		(2,352)
Assumed lease liabilities		(8,013)
Fair value of total consideration		$ 24,631

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ACQUISITIONS - Schedule of Net Revenues and Operating Income from Acquisitions (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Business Acquisition [Line Items]
Operating income	$ 5,497	$ 4,779	$ 7,631	$ 12,213
Alline Salon Group
Business Acquisition [Line Items]
Total revenues	2,703		2,703
Operating income	$ 480		$ 480

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ACQUISITIONS - Schedule of Business Acquisition, Pro Forma Information (Details) - Alline Salon Group - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Total revenues	$ 62,161	$ 69,638	$ 125,719	$ 142,384
Operating income	$ 8,024	$ 5,413	$ 10,861	$ 12,723