REGIS CORP - FORM 8-K - EX-99 - August 25, 2021

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8-K - 8-K - REGIS CORPrgs-20210826.htm

Exhibit No. 99
headerq4fy21a.jpg
REGIS® REPORTS FOURTH QUARTER AND FULL YEAR RESULTS, COMPLETION OF TRANSFORMATIONAL PHASE AND CONTINUED PROGRESS ON KEY FOUNDATIONAL INITIATIVES
Business Transformation To A Fully-Franchised Model Considered Complete; Refranchised, Negotiated Lease Buyouts, Or Closed At Lease Term 550 Company-Owned Salons During The Fourth Quarter And 1,356 During The Fiscal Year
Nominal Sales Continue To Improve; Q4 2021 System-Wide Same-Store Sales Up 4.2% Compared To Q4 2020
Corporate Re-Organization And Zero-Based Budgeting Process Finalized, Resulting In A Right-Sized G&A Structure To Support Regis As A Franchisor
Continued Rollout Of Proprietary Technology Platform Opensalon® Pro; Over 2,100 Salons, Representing 37% Of U.S. Franchise Salons, Are Now Running Or Have Signed Contracts To Install

Three Months Ended June 30,Twelve Months Ended June 30,
(Dollars in thousands)2021202020212020
Consolidated revenue$99,130 $60,143 $415,113 $669,729 
System-wide revenue (1)$293,981 $119,417 $1,086,024 $1,367,567 
System-wide same-store sales comps4.2 %(20.2)%(25.8)%(4.4)%
Two-year system-wide same-store sales comps(21.0)%N/A(28.3)%N/A
Operating loss$(27,265)$(68,567)$(104,152)$(145,338)
Loss from continuing operations$(34,339)$(73,654)$(113,331)$(172,194)
Diluted loss per share from continuing operations$(0.95)$(2.05)$(3.15)$(4.79)
EBITDA (2)$(26,677)$(37,478)$(69,210)$(108,947)
   as a percent of revenue(26.9)%(62.3)%(16.7)%(16.3)%
As adjusted (2)
Net loss, as adjusted$(26,500)$(36,211)$(105,672)$(21,714)
Diluted loss per share, as adjusted$(0.74)$(1.01)$(2.94)$(0.60)
EBITDA, as adjusted (2)$(23,246)$(33,845)$(79,225)$19,512 
   as a percent of revenue(23.5)%(56.3)%(19.1)%2.9 %
_______________________________________________________________________________
(1)Represents total sales within the system.
(2)See GAAP to non-GAAP reconciliations, within the attached section titled "Non-GAAP Reconciliations."


MINNEAPOLIS, August 26, 2021 -- Regis Corporation (NYSE: RGS), a leader in the haircare industry, whose primary business is franchising technology-enabled hair salons, today reported a fourth quarter 2021 net loss from continuing operations of $34.3 million, or $0.95 loss per diluted share as compared to net loss of $73.7 million or $2.05 loss per diluted share in the fourth quarter of 2020. The Company's fourth quarter 2021 reported results included $7.8 million of discrete items. Excluding discrete items, the Company reported fourth quarter 2021 adjusted net loss of $26.5 million, or $0.74 loss per diluted share as compared to adjusted net loss of $36.2 million, or $1.01 per diluted share for the same period last year. The year-over-year improvement in adjusted net loss was driven primarily by government-mandated salon closures in the prior year due to COVID-19. The improvement in adjusted net loss was partially offset by an increase in the loss from the sale of salons to franchisees of $7.1 million year-over-year due to lower proceeds per salon.
Total revenue in the quarter of $99.1 million increased $39.0 million, or 64.8%, year-over-year driven primarily by mandated salon closures in the prior year due to the COVID-19 pandemic.
Fourth quarter adjusted EBITDA loss of $23.2 million decreased $10.6 million, versus adjusted EBITDA loss of $33.8 million in the same period last year. Excluding the $8.2 million adjusted loss and $1.2 adjusted loss from the sale of company-owned salons during the current and prior year quarter, respectively, adjusted EBITDA loss of $15.0 million was $17.7 million favorable versus the same period last year. This was driven primarily by government-mandated salon closures in response to COVID-19 in the prior year.
On a full year basis, adjusted EBITDA loss of $79.2 million increased $98.7 million versus adjusted EBITDA income of $19.5 million in the same period last year. Excluding the $16.7 million loss and $49.7 million gain from the sale of company-owned salons during the current and prior year, respectively, adjusted EBITDA loss of $62.5 million was $32.4 million unfavorable versus the same period last year and was driven primarily by the impact of COVID-19 on same-store sales in the current year and the elimination of EBITDA that was generated in the prior year from the net 747 company-owned salons that were sold and converted to the Company’s asset-light franchise portfolio over the past 12 months.
Felipe Athayde, President and Chief Executive Officer, commented, "While we are still feeling the effects of the pandemic, Regis is well-positioned heading into fiscal year 2022 due to our achievements during a time of unprecedented challenges in fiscal year 2021. The Regis of today is an entirely different company when compared to the beginning of fiscal year 2021, from our management team to our technology platform and everything in between. We have a new team, a brand-centric focus to drive sales, the right business model for growth, and the right-sized organizational structure and technology platform to support and drive that growth."


Fourth Quarter Segment Results
Franchise Salons
Three Months Ended June 30,Increase (Decrease) Twelve Months Ended June 30,Increase (Decrease)
(Dollars in millions) (1)2021202020212020
Revenue
Product$15.6 $7.2 $8.4 $56.7 $50.4 $6.3 
Product sold to TBG locations— — — — 2.0 (2.0)
Product$15.6 $7.2 $8.4 $56.7 $52.4 $4.3 
    Royalties and fees26.7 7.3 19.4 88.1 73.4 14.7 
Franchise rental income31.5 30.3 1.2 127.4 127.2 0.2 
Total franchised salons revenue$73.8 $44.8 $29.0 $272.1 $253.0 $19.1 
Franchise same-store sales comps (2)4.4 %(20.4)%(24.5)%(4.4)%
Franchise two-year same-store sales comps (2)(20.2)%N/A(27.2)%N/A
EBITDA, as Adjusted$11.3 $1.4 $9.9 $41.0 $37.9 $3.1 
   as a percent of revenue15.3 %3.1 %15.1 %15.0 %
as a percent of adjusted revenue (3)32.1 %9.7 %33.4 %34.3 %
Total Franchise Salons5,563 5,209 354 
as a percent of total Franchise and Company-owned salons95.3 %76.1 %
_______________________________________________________________________________
(1)Variances calculated on amounts shown in millions may result in rounding differences.
(2)TBG is excluded from same-store sales in all periods
(3)Adjusted revenue excludes non-margin revenue. See Non-GAAP reconciliation
Fourth quarter Franchise revenue was $73.8 million, a $29.0 million, or 64.7% increase compared to the prior year quarter. Royalties and fees were $26.7 million, a $19.4 million, or 265.8% increase versus the same period last year. Product sales to franchisees of $15.6 million increased $8.4 million. Both increases were due to government-mandated salon closures in the prior year. Franchise adjusted EBITDA of $11.3 million increased $9.9 million, or 707.1% year-over-year primarily due to an increase in royalties and a decrease in bad debt.



Company-Owned Salons
Three Months Ended June 30,Increase (Decrease)Twelve Months Ended June 30,Increase (Decrease)
(Dollars in millions) (1)2021202020212020
Total Revenue$25.3 $15.3 $10.0 $143.0 $416.7 $(273.7)
Company-owned same-store sales comps(7.0)%(18.9)%(33.4)%(4.4)%
Company-owned two-year same-store sales comps(30.4)%N/A(35.2)%N/A
EBITDA, as Adjusted$(13.3)$(21.6)$8.3 $(47.5)$(6.6)$(40.9)
   as a percent of revenue(52.6)%(141.2)%(33.2)%(1.6)%
Total Company-owned Salons276 1,632 (1,356)
as a percent of total Franchise and Company-owned salons4.7 %23.9 %
_______________________________________________________________________________
(1)Variances calculated on amounts shown in millions may result in rounding differences.

Fourth quarter revenue for the Company-owned salon segment increased $10.0 million versus the prior year to $25.3 million. The year-over-year increase in revenue was driven by the government-mandated closure of salons during fiscal year 2020 due to the COVID-19 pandemic.
Fourth quarter adjusted EBITDA loss of $13.3 million decreased $8.4 million versus the same period last year driven primarily by the government-mandated closure of salon in fiscal year 2020 due to the COVID-19 pandemic.



Non-GAAP reconciliations
For GAAP to non-GAAP reconciliations, please refer to the attached section titled "Non-GAAP Reconciliations". A complete reconciliation of reported earnings to adjusted earnings is included in this press release and is available on the Company’s website at www.regiscorp.com.
Earnings Webcast
Regis Corporation will host a conference call via webcast discussing fourth quarter results on August 26, 2021, at 9 a.m., Central time. Interested parties are invited to participate in the live webcast by registering for the event at www.regiscorp.com/investor-relations.html. A replay of the presentation will be available on our website at www.regiscorp.com/investor-relations.html.
About Regis Corporation
Regis Corporation (NYSE:RGS) is a leader in the beauty salon industry. As of June 30, 2021, the Company franchised, owned or held ownership interests in 5,917 worldwide locations. Regis’ franchised and corporate locations operate under concepts such as Supercuts®, SmartStyle®, Cost Cutters®, Roosters® and First Choice Haircutters®. Regis maintains an ownership interest in Empire Education Group in the U.S. For additional information about the Company, including a reconciliation of certain non-GAAP financial information and certain supplemental financial information, please visit the Investor Information section of the corporate website at www.regiscorp.com.

CONTACT: REGIS CORPORATION:
Kersten Zupfer
investorrelations@regiscorp.com


This press release 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,” “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 factors include a potential material adverse impact on our business and results of operations as a result of the uncertain duration and severity of the COVID-19 pandemic, including any adverse impact from the Delta variant; the impact of the COVID-19 pandemic on our key suppliers; consumer shopping trends and changes in manufacturer distribution channels; changes in regulatory and statutory laws including increases in minimum wages; laws and regulations could require us to modify current business practices and incur increased costs; changes in economic conditions; changes in consumer tastes and fashion trends; the continued ability of the Company to implement its strategy, priorities and initiatives including the re-engineering of our corporate and field infrastructure; new merchandising strategy; our and our franchisees' ability to attract, train and retain talented stylists; financial performance of our franchisees; success of the sale of salons to franchisees; the ability to operate or sell the salons transferred back from TBG; our ability to manage cyber threats and protect the security of potentially sensitive information about our guests, 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 information technology systems; reliance on external vendors; the use of social media; failure to standardize operating processes across brands; exposure to uninsured or unidentified risks; Opensalon® Pro may not yield the intended results on timing and amounts; compliance with credit facility covenants and access to the existing revolving credit facility; ability to re-finance our existing credit facility or the ability to re-finance at a similar rate; if our capital investments in technology do not achieve appropriate returns; premature termination of agreements with our franchisees; financial performance of Empire Education Group; the continued ability of the Company to implement cost reduction initiatives; continued ability to compete in our business markets; reliance on our management team and other key personnel; the continued ability to maintain an effective system of internal controls over financial reporting; changes in tax exposure; potential litigation and other legal or regulatory proceedings could have an adverse effect on our business or other factors not listed above. Additional information concerning potential factors that could affect future financial results is set forth under Item 1A of 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.


REGIS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(Dollars in thousands, except per share data)
June 30,
20212020
ASSETS  
Current assets:  
Cash and cash equivalents$19,191 $113,667 
Receivables, net27,372 31,030 
Inventories22,993 62,597 
Other current assets17,103 19,138 
Total current assets86,659 226,432 
Property and equipment, net23,113 57,176 
Goodwill229,582 227,457 
Other intangibles, net3,761 4,579 
Right of use asset611,880 786,216 
Other assets41,388 40,934 
Total assets$996,383 $1,342,794 
LIABILITIES AND SHAREHOLDERS' EQUITY  
Current liabilities:  
Accounts payable$27,157 $50,918 
Accrued expenses54,857 48,825 
  Short-term lease liability116,471 137,271 
Total current liabilities198,485 237,014 
Long-term debt, net186,911 177,500 
Long-term lease liability518,866 680,454 
Long-term financing liabilities— 27,981 
Other non-current liabilities75,075 94,142 
Total liabilities979,337 1,217,091 
Commitments and contingencies
Shareholders' equity:  
Common stock, $0.05 par value; issued and outstanding, 35,795,844 and 35,625,716 common shares at June 30, 2021 and 2020, respectively
1,790 1,781 
Additional paid-in capital25,102 22,011 
Accumulated other comprehensive income9,543 7,449 
Retained (deficit) earnings(19,389)94,462 
Total shareholders' equity17,046 125,703 
Total liabilities and shareholders' equity$996,383 $1,342,794 

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REGIS CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Dollars and shares in thousands, except per share data)
Three Months Ended June 30,Twelve Months Ended June 30,
2021202020212020
Revenues:  
Service$18,080 $9,405 $108,120 $331,538 
Product22,87913,07091,544137,586
Royalties and fees26,6647,34088,05773,402
Franchise rental income31,50730,328127,392127,203
Total revenue99,13060,143415,113669,729
Operating expenses:   
Cost of service12,7039,61579,144222,279
Cost of product24,3279,44179,16784,698
Site operating expenses14,5078,61151,46371,543
General and administrative28,01425,766105,433130,953
Rent6,80212,95840,93076,382
Franchise rent expense31,50730,328127,392127,203
Depreciation and amortization5,3309,46622,71336,952
Long-lived asset impairment3,20522,56013,02322,560
TBG mall restructuring—(35)—2,333
Goodwill impairment———40,164
Total operating expenses126,395128,710519,265815,067
Operating loss(27,265)(68,567)(104,152)(145,338)
Other (expense) income:  
Interest expense(3,187)(2,907)(13,813)(7,522)
Loss from sale of salon assets to franchisees(8,233)(1,181)(16,696)(27,306)
  Interest income and other, net28616515,9023,353
Loss from continuing operations before income taxes(38,399)(72,490)(118,759)(176,813)
Income tax benefit (expense)4,060(1,164)5,4284,619
Loss from continuing operations(34,339)(73,654)(113,331)(172,194)
Income from discontinued operations, net of income taxes—79—832
Net loss$(34,339)$(73,575)$(113,331)$(171,362)
Net loss per share:  
Basic and diluted:
   
Loss from continuing operations$(0.95)$(2.05)$(3.15)$(4.79)
Income from discontinued operations
———0.02
Net loss per share:, basic and diluted (1)$(0.95)$(2.05)$(3.15)$(4.77)
Weighted average common and common equivalent shares outstanding:  
Basic and diluted36,038 35,871 35,956 35,936 
_______________________________________________________________________________
(1)    Total is a recalculation; line items calculated individually may not sum to total due to rounding.
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REGIS CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in thousands)
Twelve Months Ended June 30,
20212020
Cash flows from operating activities:  
Net loss$(113,331)$(171,362)
Adjustments to reconcile net loss used in operating activities  
Non-cash adjustments related to discontinued operations— (1,098)
Depreciation and amortization17,871 33,101 
Salon asset impairment
— 3,851 
Long-lived asset impairment13,023 22,560 
Deferred income taxes(3,388)(3,934)
Inventory reserve12,068 — 
Gain from disposal of distribution center assets(14,997)— 
Gain from sale of company headquarters, net— (2,513)
Loss from sale of salon assets to franchisees, net16,696 27,306 
Goodwill impairment— 40,164 
Stock-based compensation3,254 3,275 
Amortization of debt discount and financing costs1,839 398 
Other non-cash items affecting earnings(351)(539)
Changes in operating assets and liabilities (1):
  
Receivables(279)(3,902)
Inventories17,879 (2,255)
Income tax receivable1,295 (1,804)
Other current assets1,658 2,827 
Other assets(2,896)(10,094)
Accounts payable(21,669)4,588 
Accrued expenses5,296 (27,622)
Net lease liabilities(19,248)276 
Other non-current liabilities(14,603)368 
Net cash used in operating activities:(99,883)(86,409)
Cash flows from investing activities:  
Capital expenditures(11,475)(37,494)
Proceeds from sale of company headquarters— 8,996 
Proceeds from sale of assets to franchisees
8,437 91,616 
Costs associated with sale of assets to franchisees(261)(2,089)
Proceeds from company-owned life insurance policies1,200 — 
Net cash (used in) provided by investing activities:(2,099)61,029 
Cash flows from financing activities:  
Borrowings on revolving credit facility10,000 213,000 
Repayments of revolving credit facility(589)(125,500)
Repurchase of common stock— (28,246)
Minority interest buyout(562)— 
Distribution center lease payments(724)(769)
Taxes paid for shares withheld(348)(2,320)
Net cash provided by financing activities:7,777 56,165 
Effect of exchange rate changes on cash and cash equivalents477 (284)
(Decrease) increase in cash, cash equivalents and restricted cash(93,728)30,501 
Cash, cash equivalents and restricted cash:  
Beginning of year122,880 92,379 
End of year$29,152 $122,880 
_______________________________________________________________________________
(1)Changes in operating assets and liabilities exclude assets and liabilities sold or acquired.

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SYSTEM-WIDE SAME-STORE SALES (1):
Three Months Ended
June 30, 2021June 30, 2020
ServiceRetailTotalServiceRetailTotal
SmartStyle
2.4 %(14.0)%(1.7)%(17.9)%(17.1)%(17.7)%
Supercuts
12.4 (10.1)10.9 (23.1)(12.6)(22.5)
Portfolio Brands
(0.5)(14.7)(2.2)(16.2)(13.3)(15.9)
Total6.8 %(13.2)%4.2 %(20.9)%(14.6)%(20.2)%
Twelve Months Ended
June 30, 2021June 30, 2020
ServiceRetailTotalServiceRetailTotal
SmartStyle
(26.1)%(28.5)%(26.7)%(3.6)%(10.1)%(5.5)%
Supercuts
(25.9)(23.5)(25.8)(3.8)(10.7)(4.2)
Portfolio Brands
(25.3)(20.6)(24.8)(3.3)(7.2)(3.7)
Total(25.8)%(25.5)%(25.8)%(3.6)%(9.4)%(4.4)%
_______________________________________________________________________________
(1)System-wide same-store sales in fiscal year 2021 are calculated as the change in sales for locations that were open on a specific day of the week during the current period and the corresponding prior period. System-wide same-store sales in fiscal year 2020 are calculated as the total change in sales for system-wide franchise and company-owned locations that were open for more than one year that were open on a specific day of the week during the current period and the corresponding prior period. For both years, quarterly and year-to-date 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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REGIS CORPORATION
System-Wide Location Counts
June 30,
20212020
FRANCHISE SALONS:
SmartStyle/Cost Cutters in Walmart Stores
1,666 1,317 
Supercuts
2,386 2,508 
Portfolio Brands (1)
1,357 1,217 
Total North American Salons
5,409 5,042 
Total International Salons (2)
154 167 
Total Franchise Salons
5,563 5,209 
as a percent of total Franchise and Company-owned salons
95.3 %76.1 %
COMPANY-OWNED SALONS:
SmartStyle/Cost Cutters in Walmart Stores
91 751 
Supercuts
35 210 
Portfolio Brands (1)
107 505 
Mall-based (3)43 166 
Total Company-owned Salons
276 1,632 
as a percent of total Franchise and Company-owned salons
4.7 %23.9 %
OWNERSHIP INTEREST LOCATIONS:
Equity ownership interest locations
78 82 
Grand Total, System-wide
5,917 6,923 
_______________________________________________________________________________
(1)Portfolio Brands was previously referred to as Signature Style.
(2)Canadian and Puerto Rican salons are included in the North American salon totals.
(3)The mall-based salons were acquired from TBG on December 31, 2019. They are included in continuing operations under the Company-owned operating segment beginning January 1, 2020.

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Non-GAAP Reconciliations:
We believe our presentation of non-GAAP operating loss, net (loss), net (loss) per diluted share, and other non-GAAP financial measures provides meaningful insight into our ongoing operating performance and an alternative perspective of our results of operations. Presentation of the non-GAAP measures allows investors to review our core ongoing operating performance from the same perspective as management and the Board of Directors. These non-GAAP financial measures provide investors an enhanced understanding of our operations, facilitate investors’ analyses and comparisons of our current and past results of operations and provide insight into the prospects of our future performance. We also believe the non-GAAP measures are useful to investors because they provide supplemental information that research analysts frequently use to analyze financial performance.
The method we use to produce non-GAAP results is not in accordance with U.S. GAAP and may differ from methods used by other companies. These non-GAAP results should not be regarded as a substitute for corresponding U.S. GAAP measures, but instead should be utilized as a supplemental measure of operating performance in evaluating our business. Non-GAAP measures do have limitations as they do not reflect certain items that may have a material impact upon our reported financial results. As such, these non-GAAP measures should be viewed in conjunction with our financial statements prepared in accordance with U.S. GAAP.
Non-GAAP reconciling items for the three and twelve months ended June 30, 2021 and 2020:
The following information is provided to give qualitative and quantitative information related to items impacting comparability. Items impacting comparability are not defined terms within U.S. GAAP. Therefore, our non-GAAP financial information may not be comparable to similarly titled measures reported by other companies. We determine the items to consider as “items impacting comparability” based on how management views our business, makes financial, operating and planning decisions and evaluates the Company’s ongoing performance. The following items have been excluded from our non-GAAP results:
•Employee litigation reserve
•Marketing impairment
•CEO transition
•Professional fees
•Severance expense
•Corporate office transition
•Benefit from lease liability decrease in excess of previously impaired ROUA ("Lease liability benefit")
•Lease termination fees
•Real estate fees
•Asset retirement obligation
•Long-lived asset impairment
•TBG restructuring
•Goodwill impairment
•Gain on distribution centers
•Goodwill derecognition
•TBG discontinued operations


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REGIS CORPORATION
Reconciliation Of Selected U.S. GAAP To Non-GAAP Financial Measures
(Dollars in thousands, except per share data)
Reconciliation of U.S. GAAP operating loss and net loss to equivalent non-GAAP measures
Three Months Ended June 30,Twelve Months Ended June 30,
U.S. GAAP financial line item
2021202020212020
U.S. GAAP revenue$99,130 $60,143 $415,113 $669,729 
U.S. GAAP operating loss$(27,265)$(68,567)$(104,152)$(145,338)
Non-GAAP operating expense adjustments (1)
Employee litigation reserveSite operating expenses— — — (600)
Marketing impairmentSite operating expenses— 1,653 — 1,653 
CEO transitionGeneral and administrative— — (694)— 
Professional feesGeneral and administrative3,603 460 7,026 681 
SeveranceGeneral and administrative1,606 1,534 4,545 9,588 
Corporate office transitionRent— 100 — 1,019 
Lease liability benefitRent(8,727)— (20,022)— 
Lease termination feesRent7,020 — 13,544 — 
Real estate feesRent49 — 583 — 
Asset retirement obligationDepreciation and amortization1,280 — 4,726 — 
Long-lived asset impairmentLong-lived asset impairment3,205 22,560 13,023 22,560 
TBG restructuringTBG restructuring— (35)— 2,333 
Goodwill impairmentGoodwill impairment— — — 40,164 
Total non-GAAP operating expense adjustments8,036 26,272 22,731 77,398 
Non-GAAP operating loss (1)$(19,229)$(42,295)$(81,421)$(67,940)
U.S. GAAP net loss$(34,339)$(73,575)$(113,331)$(171,362)
Non-GAAP net loss adjustments:
Non-GAAP operating expense adjustments8,036 26,272 22,731 77,398 
Corporate office transitionInterest income and other, net— — — (2,513)
Gain on distribution centersInterest income and other, net(120)— (14,997)— 
Goodwill derecognitionInterest income and other, net— — — 76,966 
Income tax impact on Non-GAAP adjustments (2)Income taxes(77)11,171 (75)(1,371)
TBG discontinued operations, net of income taxLoss from discontinued operations, net of tax— (79)— (832)
Total non-GAAP net loss adjustments7,839 37,364 7,659 149,648 
Non-GAAP net loss$(26,500)$(36,211)$(105,672)$(21,714)
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(1)Adjusted operating margins for the three months ended June 30, 2021 and 2020, were (19.4)% and (70.3)%, respectively, and were (19.6)% and (10.1)% for the twelve months ended June 30, 2021 and 2020, respectively, and are calculated as non-GAAP operating loss divided by non-GAAP revenue for each respective period.
(2)Based on projected statutory effective tax rate analyses, the non-GAAP tax provision was calculated to be approximately 1% and 22% for the three and twelve months ended June 30, 2021 and 2020, respectively, for all non-GAAP operating expense adjustments.
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REGIS CORPORATION
Reconciliation Of Selected U.S. GAAP To Non-GAAP Financial Measures
(Dollars in thousands, except per share data)
Reconciliation of U.S. GAAP net loss per diluted share to non-GAAP net loss per diluted share
Three Months Ended June 30,Twelve Months Ended June 30,
2021202020212020
U.S. GAAP net loss per diluted share$(0.953)$(2.051)$(3.152)$(4.769)
Employee litigation reserve (1)— — — (0.013)
Marketing impairment (1)— 0.036 — 0.036 
CEO transition (1)— — (0.019)— 
Professional fees (1)0.100 0.010 0.192 0.015 
Severance (1)0.044 0.034 0.125 0.208 
Corporate office transition (1)— — — (0.033)
Lease liability benefit (1)(0.240)— (0.550)— 
Lease termination fees (1)0.193 — 0.373 — 
Real estate fees (1)0.001 — 0.016 — 
Asset retirement obligation (1)0.035 — 0.130 — 
Long-lived asset impairment (1)0.088 0.492 0.359 0.490 
TBG restructuring (1)— (0.001)— 0.050 
Goodwill impairment (1)— — — 0.872 
Goodwill derecognition (1)— — — 1.671 
Gain on distribution centers (1)(0.003)— (0.413)— 
TBG discontinued operations, net of tax— (0.002)— (0.023)
CARES Act— — — 0.408 
Tax asset valuation— 0.473 — 0.484 
Impact of change in weighted average shares (3)— — — — 
Non-GAAP net loss per diluted share (2) (3)$(0.735)$(1.009)$(2.939)$(0.604)
U.S. GAAP Weighted average share - basic and diluted
36,03835,87135,95635,936
Non-GAAP Weighted average shares - diluted (2)
36,03835,87135,95635,936
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(1)Based on projected statutory effective tax rate analyses, the non-GAAP tax provision was calculated to be approximately 1% for the three and twelve months ended June 30, 2021, and 22% for the three and twelves months ended June 30, 2020, for all non-GAAP operating expense adjustments.
(2)Total is a recalculation; line items calculated individually may not sum to total due to rounding.
(3)Non-GAAP net loss per share reflects the weighted average shares associated with non-GAAP net loss, which includes the dilutive effect of common stock equivalents. The impact of the adjustments described above result in the impact of the common stock equivalents to be dilutive to the non-GAAP net loss per share. For the three months and twelve months ended June 30, 2021 and 2020, the impact of the adjustments described above resulted in a non-GAAP net loss, therefore, the impact of the common stock equivalents is not dilutive.

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REGIS CORPORATION
Reconciliation Of Reported U.S. GAAP Net Income (Loss) To Adjusted EBITDA, A Non-GAAP Financial Measure
(Dollars in thousands)
(Unaudited)

Adjusted EBITDA
EBITDA represents U.S. GAAP net income (loss) for the respective period excluding interest expense, income taxes and depreciation and amortization expense. The Company defines adjusted EBITDA, as EBITDA excluding identified items impacting comparability for each respective period. For the three and twelve months ended June 30, 2021 and 2020, the items impacting comparability consisted of the items identified in the non-GAAP reconciling items for the respective periods. The impacts of the income tax provision adjustments associated with the above items are already included in the U.S. GAAP reported net income (loss) to EBITDA reconciliation, therefore there is no adjustment needed for the reconciliation from EBITDA to adjusted EBITDA.
Three Months Ended June 30, 2021
Franchise
Company-owned
Corporate
Consolidated (1)
Consolidated reported net income (loss), as reported (U.S. GAAP)$11,917 $(19,292)$(26,964)$(34,339)
Interest expense, as reported
— — 3,187 3,187 
Income taxes, as reported
— — (4,060)(4,060)
Depreciation and amortization, as reported
153 3,651 1,526 5,330 
Long-lived asset impairment, as reported— 3,205 — 3,205 
EBITDA (as defined above)
$12,070 $(12,436)$(26,311)$(26,677)
Professional fees— — 3,603 3,603 
Severance— — 1,606 1,606 
Lease liability benefit(716)(8,011)— (8,727)
Lease termination fees(103)7,123 — 7,020 
Real estate fees21 28 — 49 
Gain on distribution centers— — (120)(120)
Adjusted EBITDA, non-GAAP financial measure
$11,272 $(13,296)$(21,222)$(23,246)
Three Months Ended June 30, 2020
Franchise
Company-owned
Corporate
Consolidated (1)
Consolidated reported net loss, as reported (U.S. GAAP)$(531)$(49,763)$(23,281)$(73,575)
Interest expense, as reported
— — 2,907 2,907 
Income taxes, as reported
— — 1,164 1,164 
Depreciation and amortization, as reported
260 7,269 1,937 9,466 
Long-lived asset impairment, as reported1,712 20,848 — 22,560 
EBITDA (as defined above)
$1,441 $(21,646)$(17,273)$(37,478)
Professional fees— — 460 460 
Severance— — 1,534 1,534 
Corporate office transition— — 100 100 
TBG restructuring(35)— — (35)
Marketing impairment— — 1,653 1,653 
TBG discontinued operations, net of tax— — (79)(79)
Adjusted EBITDA, non-GAAP financial measure
$1,406 $(21,646)$(13,605)$(33,845)
_______________________________________________________________________________
(1)Consolidated EBITDA margins for the three months ended June 30, 2021, and 2020, were (26.9)% and (62.3)%, respectively, and are calculated as EBITDA (as defined above) divided by U.S. GAAP revenue for each respective period. Consolidated adjusted EBITDA margin for the three months ended June 30, 2021, and 2020 were (23.5)% and (56.3)%, respectively, and are calculated as consolidated adjusted EBITDA (as defined above) divided by consolidated adjusted revenue for each respective period.

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Twelve Months Ended June 30, 2021
FranchiseCompany-ownedCorporateConsolidated (1)
Consolidated reported net income (loss), as reported (U.S. GAAP)$40,652 $(70,032)$(83,951)$(113,331)
Interest expense, as reported
— — 13,813 13,813 
Income taxes, as reported
— — (5,428)(5,428)
Depreciation and amortization, as reported
1,049 14,730 6,934 22,713 
Long-lived asset impairment, as reported726 12,297 — 13,023 
EBITDA (as defined above)
$42,427 $(43,005)$(68,632)$(69,210)
CEO transition— — (694)(694)
Professional fees— — 7,026 7,026 
Severance— — 4,545 4,545 
Lease liability benefit(1,322)(18,700)— (20,022)
Lease termination fees(103)13,647 — 13,544 
Real estate fees22 561 — 583 
Gain on distribution centers— — (14,997)(14,997)
Adjusted EBITDA, non-GAAP financial measure
$41,024 $(47,497)$(72,752)$(79,225)
Twelve Months Ended June 30, 2020
 Franchise  Company-owned CorporateConsolidated (1)
Consolidated reported net income (loss), as reported (U.S. GAAP)$32,886 $(96,128)$(108,120)$(171,362)
Interest expense, as reported
— — 7,522 7,522 
Income taxes, as reported
— — (4,619)(4,619)
Depreciation and amortization, as reported
922 29,113 6,917 36,952 
Long-lived asset impairment, as reported1,712 20,848 — 22,560 
EBITDA (as defined above)
$35,520 $(46,167)$(98,300)$(108,947)
Employee litigation reserve— (600)— (600)
Marketing impairment— — 1,653 1,653 
Professional fees— — 681 681 
Severance— — 9,588 9,588 
Corporate office transition— — (1,494)(1,494)
TBG restructuring2,333 — — 2,333 
Goodwill impairment, as reported— 40,164 — 40,164 
Goodwill derecognition— — 76,966 76,966 
TBG discontinued operations, net of tax— — (832)(832)
Adjusted EBITDA, non-GAAP financial measure
$37,853 $(6,603)$(11,738)$19,512 
_______________________________________________________________________________

(1)Consolidated EBITDA margins for the twelve months ended June 30, 2021, and 2020, were (16.7)% and (16.3)%, respectively, and are calculated as EBITDA (as defined above) divided by U.S. GAAP revenue for each respective period. Consolidated adjusted EBITDA margin for the twelve months ended June 30, 2021, and 2020, were (19.1)% and 2.9%, respectively, and are calculated as consolidated adjusted EBITDA (as defined above) divided by consolidated adjusted revenue for each respective period.

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REGIS CORPORATION
Reconciliation Of Reported Franchise EBITDA As A Percent Of U.S. GAAP Revenue
To EBITDA As A Percent Of Adjusted Revenue
(Dollars in thousands)
(Unaudited)
Three Months Ended June 30,
20212020
As Adjusted EBITDA$11,272 $1,406 
 U.S. GAAP revenue73,813 44,802 
As Adjusted EBITDA as a % of U.S. GAAP revenue15.3 %3.1 %
Non-margin revenue adjustments:
Franchise rental income(31,507)(30,328)
Ad fund revenue(7,218)— 
Adjusted revenue$35,088 $14,474 
As Adjusted EBITDA as a percent of adjusted revenue (1)32.1 %9.7 %

Twelve Months Ended June 30,
20212020
As Adjusted EBITDA$41,024 $37,853 
 U.S. GAAP revenue272,148 253,026 
As Adjusted EBITDA as a % of U.S. GAAP revenue15.1 %15.0 %
Non-margin revenue adjustments:
Franchise rental income(127,392)(127,203)
Ad fund revenue(22,023)(13,341)
TBG product sales— (2,010)
Adjusted revenue$122,733 $110,472 
As Adjusted EBITDA as a percent of adjusted revenue (1)33.4 %34.3 %
_______________________________________________________________________________
(1)Total is a recalculation; line items calculated individually may not sum to total due to rounding.

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