REGIS CORP
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
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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.
Sep 30, 2026 · Filed Nov 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 2026-03-31; filed 2026-05-13.
0000716643-26-000023
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-05.
0000716643-26-000041
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 84 current paragraphs.
53 unchanged; 20 reworded; 11 added; 21 removed; 1 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 (11)
Current report
Three Months Ended September 30, 2026, Compared with Three Months Ended September 30, 2025
Current report
During the three months ended September 30, 2026, fees decreased $0.3 million, or 16.7%, primarily as a result of lower franchise salon count.
Current report
During the three months ended September 30, 2026, company-owned salon revenue decreased $1.3 million, or 6.4%, primarily due to closures of underperforming company-owned salons.
Current report
General and administrative expense for the three months ended September 30, 2026, decreased $0.7 million, or 6.1%, primarily due to a $2.1 million gain on the derecognition of benefit obligations and overall corporate cost saving measures. These decreases were partially offset by higher company-owned general and administrative expenses, including a $2.5 million accrual related to a DOJ inquiry concerning a PPP loan obtained by Alline that had been forgiven prior to the Company's acquisition of Alline in December 2024.
Current report
During the three months ended September 30, 2026, rent expense increased $0.1 million, or 3.1%, primarily due to an adjustment related to facility occupancy costs.
Current report
Company-owned salon expense, for the three months ended September 30, 2026, decreased $1.2 million, or 8.1%, primarily due to closures of underperforming company-owned salons.
Current report
For the three months ended September 30, 2026, interest expense decreased $0.2 million or 3.8%, primarily due to debt payments resulting in lower accrued interest. Cash interest decreased $0.2 million for the three months ended September 30, 2026.
Current report
Income Tax Expense
Current report
During the three months ended September 30, 2026, compared with the three months ended September 30, 2025, company-owned salon revenue decreased $1.3 million, primarily due to the closure of underperforming company-owned salons.
Current report
During the three months ended September 30, 2026, cash provided by operating activities was $2.6 million compared to $2.3 million in the three months ended September 30, 2025, primarily due to our lower cost structure, as well as timing of accounts payable.
Current report
During the three months ended September 30, 2026, and 2025, cash used in financing activities was $8.5 million and $1.3 million, respectively, and primarily relates to the repayment of long-term debt as a result of the annual excess cash sweep per the terms of the Company's credit agreement.
Removed paragraphs (21)
Previous report
MD&A includes certain non-GAAP measures. The following items have been excluded from our non-GAAP adjusted EBITDA results: stock-based compensation expense, discontinued operations, one-time professional fees and legal settlements, severance expense, the benefit from lease liability decreases in excess of previously impaired right of use asset, lease termination fees, and asset retirement obligation costs.
Previous report
Goodwill
Previous report
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 March 31, 2026. As of March 31, 2026, and June 30, 2025, the franchise reporting unit had goodwill of $172.8 million and $173.1 million, respectively, and the company-owned reporting unit had goodwill of $10.3 million as of both March 31, 2026, and June 30, 2025.
Previous report
During the three months ended March 31, 2026, fees decreased $0.5 million, or 20.8%, primarily due to salon closures. During the nine months ended March 31, 2026, fees decreased $2.3 million, or 29.9%, as a result of salon closures in the current year, as well as terminated franchise fees related to the Alline acquisition in the prior year period.
Previous report
During the three months ended March 31, 2026, company-owned salon revenue increased $0.1 million, or 0.5%, primarily due to the closure of underperforming salons. During the nine months ended March 31, 2026, company-owned salon revenue increased $35.3 million, from $23.2 million to $58.5 million, due to the increase in company-owned salon count related to the Alline acquisition.
Previous report
General and administrative expense for the three and nine months ended March 31, 2026, decreased $1.2 million and $4.8 million, or 10.7% and 13.2%, respectively, primarily due to lower corporate compensation expenses in the current year period and lapping of education events, offset partially by increased company-owned general and administrative expense.
Previous report
During the three months ended March 31, 2026, rent expense decreased $0.5 million, or 12.2%, primarily due to the closure of underperforming company-owned salons. During the nine months ended March 31, 2026, rent expense increased $3.1 million, or 42.5%, primarily as a result of rent expense associated with the salons from the Alline acquisition.
Previous report
Company-owned salon expense, for the three and nine months ended March 31, 2026, increased $0.2 million and $26.0 million from $13.8 million to $14.0 million and from $16.5 million to $42.5 million, respectively, primarily due to the Alline acquisition in the prior year period.
Previous report
Long-Lived Asset Impairment
Previous report
In the three and nine months ended March 31, 2026, the Company did not record any long-lived asset impairments. In the nine months ended March 31, 2025, the Company recorded long-lived asset impairment charges of $0.4 million related to the right-of-use asset associated with the corporate office lease.
Previous report
For the three months ended March 31, 2026, interest expense decreased $0.1 million or 2.0%, primarily due to declining interest rates. The $0.8 million increase in interest expense for the nine months ended March 31, 2026, was primarily due to higher debt outstanding, offset partially by declining rates. Cash interest decreased $0.2 million for the three months ended March 31, 2026, and remained flat for the nine months ended March 31, 2026, compared to the prior year periods.
Previous report
Income Tax (Expense) Benefit
Previous report
Income from Discontinued Operations
Previous report
Income from discontinued operations in the nine months ended March 31, 2025, 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 report
Franchise Adjusted EBITDA
Previous report
During the three and nine months ended March 31, 2026, franchise adjusted EBITDA totaled $6.2 million and $18.9 million, a decrease of $0.1 million and $1.8 million, respectively, compared to the three and nine months ended March 31, 2025. The decline in the three and nine months ended March 31, 2026, was primarily due to decreases in royalties and fees, offset partially by decreased general and administrative expenses.
Previous report
During the three months ended March 31, 2026, company-owned salon revenue increased $0.1 million, primarily due to the closure of underperforming salons. Company-owned salon revenue increased $35.3 million during the nine months ended March 31, 2026, primarily due to the impact of the Alline acquisition.
Previous report
Company-Owned Salon Adjusted EBITDA
Previous report
In the three and nine months ended March 31, 2026, company-owned salon adjusted EBITDA improved $0.6 million and $3.6 million, respectively, primarily due to income generated by the salons acquired in the Alline acquisition in the current year periods.
Previous report
During the nine months ended March 31, 2026, cash provided by operating activities was $8.9 million compared to $7.0 million in the nine months ended March 31, 2025, primarily due to higher operating income in the current year period, offset partially by cash accumulated in the ad fund in the prior year.
Previous report
During the nine months ended March 31, 2026, cash used in financing activities was $1.7 million, primarily as a result of the repayment of long-term debt of $2.4 million, partially offset by proceeds from the issuance of common stock. During the nine months ended March 31, 2025, cash provided by financing activities was $7.2 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.
Reworded paragraphs (20)
Previous wording
Regis Corporation (NasdaqGM:RGS) is a leader in the beauty salon industry. As of March 31, 2026, the Company franchised or owned 3,770 locations, primarily in North America. Our locations consisted of 3,497 franchised salons and 273 company-owned salons. Regis’ franchised and corporate locations operate under concepts such as Supercuts®, SmartStyle®, Cost Cutters®, Roosters® and First Choice Haircutters®. As of March 31, 2026, the Company had 1,655 employees of which 1,497 were acquired as part of the Alline acquisition.
Current wording
Regis Corporation (NasdaqGM:RGS) is a leader in the beauty salon industry. As of September 30, 2026, the Company franchised or owned 3,678 locations, primarily in North America. Our locations consisted of 3,419 franchised salons and 259 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, 2026, the Company had 1,590 employees.
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 nine months ended March 31, 2026, a net 150 franchise salons and 21 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 three months ended September 30, 2026, a net 29 franchise salons and five company-owned salons have closed.
Previous wording
(3)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.
Current wording
(3)Computed as a percent of income 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.
Previous wording
During the three and nine months ended March 31, 2026, royalties decreased $0.3 million and $3.1 million, or 2.2% and 7.0%, respectively, primarily due to a decrease in franchise salon count caused by franchise salon closures. The decrease for the nine months ended March 31, 2026, includes a greater impact from the Alline acquisition conversion of franchise salons to company-owned as these salons converted in December 2024.
Current wording
During the three months ended September 30, 2026, royalties decreased $0.4 million, or 2.9%, primarily due to a decrease in franchise salon count caused by franchise salon closures.
Previous wording
During the three months ended March 31, 2026, advertising fund contributions remained flat compared to the prior year period. During the nine months ended March 31, 2026, advertising fund contributions decreased $0.2 million, or 1.2%, primarily due to lower salon count.
Current wording
During the three months ended September 30, 2026, advertising fund contributions decreased $0.3 million, or 5.4%, primarily due to lower salon count.
Previous wording
During the three and nine months ended March 31, 2026, franchise rental income decreased $3.9 million and $10.9 million, or 23.1% and 18.6%, respectively, primarily due to franchisees signing their own leases and the decrease in franchise salon count.
Current wording
During the three months ended September 30, 2026, franchise rental income decreased $2.4 million, or 13.8%, primarily due to franchisees signing their own leases and the decrease in franchise salon count.
Previous wording
During the three months ended March 31, 2026, advertising fund expense remained flat compared to the prior year period. During the nine months ended March 31, 2026, advertising fund expense decreased $0.2 million, or 1.2%, primarily due to lower salon count.
Current wording
During the three months ended September 30, 2026, advertising fund expense decreased $0.3 million, or 5.4%, primarily due to lower salon count.
Previous wording
During the three and nine months ended March 31, 2026, franchise rent expense decreased $3.9 million and $10.9 million, or 23.1% and 18.6%, respectively, primarily due to franchisees signing their own leases and the decrease in franchise salon count.
Current wording
During the three months ended September 30, 2026, franchise rent expense decreased $2.4 million, or 13.8%, primarily due to franchisees signing their own leases and the decrease in franchise salon count.
Previous wording
Depreciation and amortization for the three and nine months ended March 31, 2026, increased $0.2 million and $0.9 million, or 28.6% and 56.3%, respectively, primarily due to depreciation expense associated with the assets acquired in the Alline acquisition.
Current wording
Depreciation and amortization for the three months ended September 30, 2026, increased $0.3 million, or 37.5%, primarily due to depreciation expense associated with the company-owned salons.
Previous wording
The $1.0 million gain on earn-out liability in the nine months ended March 31, 2026, 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 three months ended September 30, 2025, reflected the change in estimated fair value expected to be paid in conjunction with the Alline acquisition. There was no change to the valuation in the three months ended September 30, 2026.
Previous wording
Other, net primarily relates to corporate sublease income and foreign currency gains and losses. Other, net decreased $0.1 million and increased $0.3 million, respectively, in the three and nine months ended March 31, 2026, primarily due to foreign currency gains and losses adjustments.
Current wording
Other, net primarily relates to corporate sublease income and foreign currency gains and losses. Other, net increased $0.2 million in the three months ended September 30, 2026, primarily due to foreign currency gains and losses adjustments.
Previous wording
During the three months ended March 31, 2026, the Company recognized a tax expense of $0.2 million, with a corresponding effective tax rate of 17.7%, as compared to recognizing a small tax benefit with a corresponding effective tax rate of (0.4)% during the three months ended March 31, 2025. During the nine months ended March 31, 2026, the Company recognized a tax expense of $1.7 million, with a corresponding effective tax rate of 40.0%, as compared to recognizing a tax benefit of $0.1 million, with a corresponding effective tax rate of 6.2% during the nine months ended March 31, 2025. See Note 5 to the unaudited Condensed Consolidated Financial Statements.
Current wording
During the three months ended September 30, 2026, the Company recognized a tax expense of $0.1 million, with a corresponding effective tax rate of 10.6%, as compared to recognizing a tax expense of $0.5 million with a corresponding effective tax rate of 28.3% during the three months ended September 30, 2025. See Note 4 to the unaudited Condensed Consolidated Financial Statements.
Previous wording
Franchise revenue decreased $4.7 million and $16.5 million during the three and nine months ended March 31, 2026, primarily due to the decrease in franchise rental income due to franchisees signing their own leases, and the decrease in franchise salon count.
Current wording
Franchise revenue decreased $3.3 million during the three months ended September 30, 2026, compared with the three months ended September 30, 2025, primarily due to the decrease in franchise rental income due to franchisees signing their own leases, and the decrease in franchise salon count.
Previous wording
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.
Current wording
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.
Previous wording
As of March 31, 2026, cash and cash equivalents were $22.9 million, with $21.9 million and $1.0 million within the United States and Canada, respectively.
Current wording
As of September 30, 2026, cash and cash equivalents were $20.8 million, with $19.5 million and $1.3 million within the United States and Canada, respectively.
Previous wording
As of March 31, 2026, the Company's borrowing arrangements include a $116.4 million term loan, $9.7 million of paid-in-kind interest and a $25.0 million revolving credit facility that matures in June 2029. As of March 31, 2026, 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 $31.9 million. See Note 9 to the unaudited Condensed Consolidated Financial Statements.
Current wording
As of September 30, 2026, the Company's borrowing arrangements include a $108.2 million term loan, $12.5 million of paid-in-kind interest and a $25.0 million revolving credit facility with a $10.0 million minimum liquidity covenant that expires in June 2029. As of September 30, 2026, the unused available credit under the revolving credit facility was $19.6 million, and total liquidity per the agreement was $30.4 million. See Note 8 to the unaudited Condensed Consolidated Financial Statements.
Previous wording
The Company's most significant contractual cash requirements as of March 31, 2026, 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.
Current wording
The Company's most significant contractual cash requirements as of September 30, 2026, were lease commitments and interest payments. See Notes 7 and 8 to the unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.
Previous wording
During the nine months ended March 31, 2026, cash used in investing activities of $1.4 million was primarily due to capital expenditures. During the nine months ended March 31, 2025, cash used in investing activities of $10.9 million was 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.
Current wording
During the three months ended September 30, 2026, and 2025, cash used in investing activities of $0.5 million and $0.4 million, respectively, was primarily due to capital expenditures.
Previous wording
In May 2000, the Board approved a stock repurchase program with no stated expiration date. Since that time and through March 31, 2026, 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 March 31, 2026, a total accumulated 1.5 million shares have been cumulatively repurchased for $595.4 million. At March 31, 2026, $54.6 million remain outstanding under the approved stock repurchase program. The Company does not expect to repurchase shares in fiscal year 2026.
Current wording
In May 2000, the Board approved a stock repurchase program with no stated expiration date. Since that time and through September 30, 2026, 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 three months ended September 30, 2026, the Company did not repurchase any shares. As of September 30, 2026, 1.5 million shares have been cumulatively repurchased for $595.4 million, and $54.6 million remain authorized for repurchase. The Company does not anticipate repurchasing shares of Common Stock for the foreseeable future.
Previous wording
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 the general economic environment; changes in consumer tastes, hair product innovation, fashion trends and consumer spending patterns; 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' and company-owned 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; potential challenges with the planning or implementation of our new enterprise resource planning system; 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 agreement…
Excerpt shortened here; the source contains the full paragraph.
Current wording
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." In addition, the following factors could affect the Company's actual results and cause such results to differ materially from those expressed in forward-looking statements. 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; our ability to realize the anticipated benefits of the Alline Acquisition; laws and regulations could require us to modify current business practices and incur increased costs including increases in minimum wages; changes in the general economic environment; changes in consumer tastes, hair product innovation, fashion trends and consumer spending patterns; our reliance on franchise royalties and overall success of our franchisees’ salons; our ability to minimize risks associated with owning and operating additional 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; our use of artificial intelligence; the ability of the Company to maintain a satisfactory relationship with Walmart; marketing efforts to drive traffic to our franchisees' and company-owned 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; potential challenges with the implementation or ongoing operati…
Excerpt shortened here; the source contains the full paragraph.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
(1)Total is a recalculation; line items calculated individually may not sum to total due to rounding.