REGIS CORP
For the period ended Dec 31, 2025. Filed Feb 5, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Dec 31, 2025 · Filed Feb 5, 2026
RGS$24.07+0.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-12.
0000716643-25-000041
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-12-31; filed 2026-02-05.
0000716643-26-000006
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 95 previous paragraphs and 95 current paragraphs.
62 unchanged; 26 reworded; 7 added; 7 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (7)
Current report
There have been no material changes to our critical accounting estimates from those described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025.
Current report
During the three and six months ended December 31, 2025, fees decreased $1.1 million and $1.8 million, or 37.9% and 34.0%, respectively, primarily due to terminated franchise fees related to the Alline acquisition in the prior year periods and salon closures.
Current report
During the three and six months ended December 31, 2025, advertising fund contributions decreased $0.2 million and $0.2 million, or 3.6% and 1.8%, respectively, primarily due to lower salon count.
Current report
During the three and six months ended December 31, 2025, advertising fund expense decreased $0.2 million and $0.2 million, or 3.6% and 1.8%, respectively, primarily due to lower salon count.
Current report
Other, net primarily relates to corporate sublease income and foreign currency gains and losses. Other, net increased $0.8 million and $0.4 million, respectively, in the three and six months ended December 31, 2025, primarily due to a higher unfavorable currency adjustment in the prior year periods.
Current report
In the three and six months ended December 31, 2025, company-owned salon adjusted EBITDA improved $1.1 million and $2.9 million, respectively, primarily due to the salons acquired in the Alline acquisition generating income for the current year periods.
Current report
During the six months ended December 31, 2025, cash provided by operating activities was $3.9 million compared to $0.8 million in the six months ended December 31, 2024, primarily due to higher operating income in the current year period.
Removed paragraphs (7)
Previous report
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.
Previous report
During the three months ended September 30, 2025, fees decreased $0.6 million, or 25.0%, primarily due to salon closures and lower rebate fees from our franchise product vendor.
Previous report
Advertising fund contributions remained relatively flat year over year.
Previous report
Advertising fund expense remained relatively flat year over year.
Previous report
Other, net decreased $0.5 million in the three months ended September 30, 2025, primarily due to an unfavorable currency adjustment and unclaimed property revenue in the prior year period, offset partially by corporate office sublease income.
Previous report
In the three months ended September 30, 2025, company-owned salon adjusted EBITDA improved $1.9 million, primarily due to increased revenues generated by the greater salon count.
Previous report
During the three months ended September 30, 2025, cash provided by operating activities was $2.3 million compared to $1.3 million cash used in operating activities in the three months ended September 30, 2024. Cash provided by (used in) operating activities improved year over year due primarily to a build in restricted ad fund cash and net income in the current year period compared to a net loss in the three months ended September 30, 2024.
Reworded paragraphs (26)
Previous wording
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, 2025, Annual Report on Form 10-K and other documents filed or furnished with the SEC during the current fiscal year.
Current wording
Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) provides management's perspective 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, 2025, Annual Report on Form 10-K and other documents filed or furnished with the SEC during the current fiscal year.
Previous wording
Regis Corporation (NasdaqGM:RGS) is a leader in the beauty salon industry. As of September 30, 2025, the Company franchised or owned 3,879 locations, primarily in North America. Our locations consisted of 3,593 franchised salons and 286 company-owned salons. Regis’ franchised and corporate locations operate under concepts such as Supercuts®, SmartStyle®, Cost Cutters®, Roosters® and First Choice Haircutters®. As of September 30, 2025, the Company had 1,745 employees of which 1,577 were acquired as part of the Alline Acquisition.
Current wording
Regis Corporation (NasdaqGM:RGS) is a leader in the beauty salon industry. As of December 31, 2025, the Company franchised or owned 3,829 locations, primarily in North America. Our locations consisted of 3,551 franchised salons and 278 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, 2025, the Company had 1,732 employees of which 1,565 were acquired as part of the Alline acquisition.
Previous wording
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 September 30, 2025. As of September 30, 2025, and June 30, 2025, the franchise reporting unit had goodwill of $172.8 million and $173.2 million, respectively, and the company-owned reporting unit had goodwill of $10.3 million as of both September 30, 2025, and June 30, 2025.
Current wording
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, 2025. As of December 31, 2025, and June 30, 2025, the franchise reporting unit had goodwill of $173.1 million and $173.2 million, respectively, and the company-owned reporting unit had goodwill of $10.3 million as of both December 31, 2025, and June 30, 2025.
Previous wording
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 three months ended September 30, 2025, a net 54 franchise salons and eight company-owned salons have closed.
Current wording
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, 2025, a net 96 franchise salons and 16 company-owned salons have closed.
Previous wording
During the three months ended September 30, 2025, royalties decreased $1.6 million, or 10.3%, primarily due to a decrease in franchise salon count caused by franchise salon closures and the Alline Acquisition.
Current wording
During the three and six months ended December 31, 2025, royalties decreased $1.2 million and $2.8 million, or 8.1% and 9.2%, respectively, primarily due to a decrease in franchise salon count caused by franchise salon closures and the Alline acquisition.
Previous wording
During the three months ended September 30, 2025, franchise rental income decreased $4.2 million, or 19.4%, primarily due to the decrease in franchise salon count.
Current wording
During the three and six months ended December 31, 2025, franchise rental income decreased $2.8 million and $7.1 million, or 14.0% and 17.0%, respectively, primarily due to the decrease in franchise salon count caused by franchise salon closures and the Alline acquisition.
Previous wording
During the three months ended September 30, 2025, company-owned salon revenue increased $19.4 million from $0.8 million to $20.2 million, due to the increase in company-owned salon count as a result of the Alline Acquisition.
Current wording
During the three and six months ended December 31, 2025, company-owned salon revenue increased $15.7 million and $35.2 million, respectively, from $3.5 million to $19.2 million and $4.2 million to $39.4 million, respectively, due to the increase in company-owned salon count because of the Alline acquisition.
Previous wording
General and administrative expense for the three months ended September 30, 2025, decreased $2.6 million, or 18.6%, primarily due to lower severance and stock-based compensation expense in the current year period.
Current wording
General and administrative expense for the three and six months ended December 31, 2025, decreased $0.9 million and $3.6 million, or 8.0% and 14.3%, respectively, primarily due to lower broker fees, severance, and stock-based compensation expense in the current year period.
Previous wording
Rent expense increased $2.1 million, or 190.9%, during the three months ended September 30, 2025, as a result of rent expense associated with the acquired Alline salons.
Current wording
Rent expense increased $1.5 million and $3.6 million, or 71.4% and 112.5%, respectively, during the three and six months ended December 31, 2025, as a result of rent expense associated with the salons from the Alline acquisition.
Previous wording
During the three months ended September 30, 2025, franchise rent expense decreased $4.2 million, or 19.4%, primarily due to the decrease in franchise salon count.
Current wording
During the three and six months ended December 31, 2025, franchise rent expense decreased $2.8 million and $7.1 million, or 14.0% and 17.0%, respectively, primarily due to the decrease in franchise salon count caused by franchise salon closures and the Alline acquisition.
Previous wording
Company-owned salon expense, for the three months ended September 30, 2025, increased $14.0 million from $0.8 million to $14.8 million, primarily due to the strategic Alline Acquisition.
Current wording
Company-owned salon expense, for the three and six months ended December 31, 2025, increased $11.8 million and $25.8 million from $1.9 million to $13.7 million and from $2.7 million to $28.5 million, respectively, primarily due to the Alline acquisition in the prior year period.
Previous wording
Depreciation and amortization for the three months ended September 30, 2025, increased $0.4 million, or 100.0%, primarily due to depreciation expense associated with the assets acquired in the Alline Acquisition.
Current wording
Depreciation and amortization for the three and six months ended December 31, 2025, increased $0.3 million and $0.7 million, or 60.0% and 77.8%, respectively, primarily due to depreciation expense associated with the assets acquired in the Alline acquisition.
Previous wording
In the three months ended September 30, 2025, the Company did not record any long-lived asset impairments. In the three months ended September 30, 2024, the Company recorded a long-lived asset impairment charge of $0.4 million related to the right-of-use asset associated with the corporate office lease.
Current wording
In the three and six months ended December 31, 2025, the Company did not record any long-lived asset impairments. In 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.
Previous wording
The $0.5 million increase in interest expense for the three months ended September 30, 2025, was primarily due to higher debt outstanding compared to the three months ended September 30, 2024. Cash interest remained relatively flat at $3.0 million for the three months ended September 30, 2025, and 2024.
Current wording
The $0.5 million and $0.8 million increase in interest expense for the three and six months ended December 31, 2025, respectively, was primarily due to higher debt outstanding compared to the three and six months ended December 31, 2024. Cash interest increased $0.2 million for the three and six months ended December 31, 2025, compared to the prior year periods.
Previous wording
The $1.0 million gain on earn-out liability in the three months ended September 30, 2025, is due to a change in the estimated fair value expected to be paid in conjunction with the Alline Acquisition.
Current wording
The $1.0 million gain on earn-out liability in the six months ended December 31, 2025, is due to a change in the estimated fair value expected to be paid in conjunction with the Alline acquisition.
Previous wording
During the three months ended September 30, 2025, the Company recognized a tax expense of $0.5 million, with a corresponding effective tax rate of 28.3%, as compared to recognizing a tax benefit of $0.2 million, with a corresponding effective tax rate of 11.1% during the three months ended September 30, 2024. See Note 5 to the unaudited Condensed Consolidated Financial Statements.
Current wording
During the three months ended December 31, 2025, the Company recognized a tax expense of $1.0 million, with a corresponding effective tax rate of 68.7%, as compared to recognizing a tax expense of $0.1 million, with a corresponding effective tax rate of 39.8% during the three months ended December 31, 2024. During the six months ended December 31, 2025, the Company recognized a tax expense of $1.5 million, with a corresponding effective tax rate of 45.9%, as compared to recognizing a tax benefit of $0.1 million, with a corresponding effective tax rate of 5.3% during the six months ended December 31, 2024. See Note 5 to the unaudited Condensed Consolidated Financial Statements.
Previous wording
Income from discontinued operations in the three months ended September 30, 2024, relates to proceeds received 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.
Current wording
Income from discontinued operations in the three and six months ended December 31, 2024, relates to proceeds received 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.
Previous wording
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.
Current wording
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 for each of these segments.
Previous wording
Franchise revenue decreased $6.6 million during the three months ended September 30, 2025. The decrease in franchise revenue during the three months ended September 30, 2025, was primarily due to the decrease in franchise salon count.
Current wording
Franchise revenue decreased $5.4 million and $11.8 million during the three and six months ended December 31, 2025. The decrease in franchise revenue during the three and six months ended December 31, 2025, was primarily due to the decrease in franchise salon count caused by salon closures and the Alline acquisition..
Previous wording
During the three months ended September 30, 2025, franchise adjusted EBITDA totaled $6.4 million, a decrease of $1.6 million compared to the three months ended September 30, 2024. The decline was primarily due to a decrease in royalties and fees, offset partially by decreased general and administrative expenses.
Current wording
During the three and six months ended December 31, 2025, franchise adjusted EBITDA totaled $6.2 million and $12.6 million, a decrease of $0.2 million and $1.8 million, respectively, compared to the three and six months ended December 31, 2024. The decline in the three and six months ended December 31, 2025, was primarily due to a decrease in royalties and fees, offset partially by decreased general and administrative expenses.
Previous wording
Company-owned salon revenue increased $19.4 million during the three months ended September 30, 2025, primarily due to the Alline Acquisition.
Current wording
Company-owned salon revenue increased $15.7 million and $35.2 million during the three and six months ended December 31, 2025, respectively, primarily due to the Alline acquisition.
Previous wording
In June 2024, the Company entered into a new 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.
Current wording
In June 2024, the Company entered into 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.
Previous wording
As of September 30, 2025, cash and cash equivalents were $16.6 million, with $15.9 million and $0.7 million within the United States and Canada, respectively.
Current wording
As of December 31, 2025, cash and cash equivalents were $18.4 million, with $17.6 million and $0.8 million within the United States and Canada, respectively.
Previous wording
As of September 30, 2025, the Company's borrowing arrangements include a $117.0 million term loan, $6.8 million of paid-in-kind interest and a $25.0 million revolving credit facility that matures in June 2029. As of September 30, 2025, the unused available credit under the revolving credit facility was $19.0 million, and total available liquidity, net of the $10.0 million minimum liquidity covenant, was $25.5 million. See Note 9 to the unaudited Condensed Consolidated Financial Statements.
Current wording
As of December 31, 2025, the Company's borrowing arrangements include a $116.7 million term loan, $8.3 million of paid-in-kind interest and a $25.0 million revolving credit facility that matures in June 2029. As of December 31, 2025, the unused available credit under the revolving credit facility was $19.0 million, and total available liquidity, net of the $10.0 million minimum liquidity covenant, was $27.4 million. See Note 9 to the unaudited Condensed Consolidated Financial Statements.
Previous wording
During the three months ended September 30, 2025, cash used in investing activities of $0.4 million was primarily due to capital expenditures. During the three months ended September 30, 2024, cash provided by investing activities of $0.9 million primarily related to OSP sale proceeds.
Current wording
During the six months ended December 31, 2025, cash used in investing activities of $1.2 million was primarily due to capital expenditures. During the six months ended December 31, 2024, cash used in investing activities of $10.6 million primarily related to the $18.6 million used in the Alline acquisition, partially offset by proceeds from the sale of OSP of $8.5 million.
Previous wording
During the three months ended September 30, 2025, cash used in financing activities was $1.3 million, primarily as a result of the repayment of long-term debt of $1.8 million, partially offset by $0.6 million of proceeds from the issuance of common stock. During the three months ended September 30, 2024, cash used in financing activities was $6.5 million, primarily as a result of repayments of the revolving credit facility of $10.2 million, partially offset by $4.3 million of borrowings under the revolving credit facility.
Current wording
During the six months ended December 31, 2025, cash used in financing activities was $1.4 million, primarily as a result of the repayment of long-term debt of $2.1 million, partially offset by proceeds from the issuance of common stock. 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 of proceeds from the issuance of long-term debt and $4.3 million of borrowings under the revolving credit facility partially offset by repayments of the revolving credit facility of $10.2 million.