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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 
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(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 equipment7,414 
Goodwill (1)16,594 
Right of use assets7,292 
Other assets56 
Assumed current liabilities(2,352)
Assumed lease liabilities(8,013)
Fair value of total consideration$24,631 
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(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, 2024Six Months Ended December 31, 2024
Total revenues$2,703 $2,703 
Operating income480 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,
2024202320242023
Total revenues$62,161 $69,638 $125,719 $142,384 
Operating income8,024 5,413 10,861 12,723