Regis Corporation (NYSE: RGS), a leader in the haircare industry, today announced financial results for the first fiscal quarter ended September 30, 2023 and that its Board of Directors (the “Board”) intends to evaluate a range of strategic alternatives available to the Company.

Matthew Doctor, Regis Corporation’s President and Chief Executive Officer, commented: "Our first quarter fiscal 2024 financial results reflect the continued improvements and progress we are making in our business. Adjusted EBITDA improved to $7.5 million compared to $3.8 million in Q1 fiscal 2023, and we demonstrated positive net income from operations for the first time since fiscal 2018, with $1.2 million in the quarter.

In addition to the continued progress on profitability, we announced today that we will be reviewing strategic alternatives with the goal of strengthening our balance sheet and positioning Regis for growth. We determined now is the proper time to launch this process, and we’re doing so proactively during a time in which we are not in default – nor projecting to be in default – of any of our debt covenants, have ample liquidity, and can take control of the process. The approximately $190 million of debt, including letters of credit, net of cash we currently have is a direct result of the disruption caused by the COVID-19 pandemic, which drove adjusted EBITDA losses reaching $79 million in fiscal 2021 and cumulative cash needs of $190 million between fiscal 2020 and fiscal 2021. This net debt level compares to an equivalent figure of $32 million in the fiscal quarter ended December 31, 2019. We utilized our revolver to fund our cash needs due to the inability of Regis to qualify for government funding given our size. Since then, we have built the business back from those losses to last-twelve-month adjusted EBITDA of $25 million; however, our profitability in comparison to our capital structure that resulted from the pandemic still represents a levered company. By complementing the initiatives we have in place to drive profitability with a strategic alternatives process aimed to address our balance sheet, we are proactively covering our bases in order to best position Regis for future growth and to maximize value.”

Financial Highlights:

First quarter fiscal 2024 compared to first quarter fiscal 2023:

• System-wide revenue of $306.6 million decreased $9.4 million from $316.0 million and system-wide same-store sales increased 1.8%;
• Operating income of $7.4 million increased $5.0 million from $2.5 million in the 2023 first quarter;
• Franchise adjusted EBITDA of $8.0 million increased $3.0 million from $5.0 million in the 2023 first quarter;
• Net income from continuing operations of $1.2 million increased $3.0 million from a net loss of $1.8 million in the 2023 first quarter; and
• Adjusted EBITDA of $7.5 million increased $3.6 million from $3.8 million in the 2023 first quarter.

Review of Strategic Alternatives:

The Board, together with management and in consultation with our financial advisor and legal counsel, will conduct a process to review and evaluate strategic alternatives to assess proactively the Company’s capital structure. The Board has established a Special Committee to evaluate various strategic alternatives and initiatives. The Company has not set a timetable for the conclusion of its evaluation and does not intend to comment further on developments or status of this process until it deems further disclosure is appropriate or required by law. There can be no assurances as to the outcome or timing of the process, or whether any particular transaction may be pursued or consummated.

The Company is being advised by Jefferies, LLC as its financial advisor and Weil, Gotshal & Manges LLP as its legal advisor.

Consolidated Revenue

Total consolidated revenue in the first quarter 2024 of $53.4 million decreased $8.5 million. The decrease was driven primarily by a reduction in non-margin franchise rental income and the wind down of loss-generating company-owned salons that generated significant revenue.

Operating Income

Regis reported first quarter 2024 operating income of $7.4 million, compared to $2.5 million in the first quarter 2023. The year-over-year improvement in operating income was driven primarily by our lower general and administrative expense structure and the wind down of loss-generating company-owned salons during the last twelve months.

Income (Loss) from Continuing Operations

Regis reported first quarter 2024 net income from continuing operations of $1.2 million, or $0.03 diluted income per share from continuing operations, compared to a net loss from continuing operations of $1.8 million, or $0.04 diluted loss per share from continuing operations, in the first quarter 2023. The year-over-year improvement was driven primarily by an increase in operating income partially offset by an increase in interest expense.

Net Income

The Company reported first quarter 2024 net income of $1.2 million, or $0.03 diluted income per share, compared to net income of $1.5 million, or $0.03 diluted income per share, for the same period last year. Net income decreased year-over-year due to a $3.9 million gain from discontinued operations in the prior year.

Adjusted EBITDA

First quarter adjusted EBITDA of $7.5 million improved $3.6 million, versus adjusted EBITDA of $3.8 million in the same period last year. The improvement in the period was driven by our lower general and administrative expense structure and the wind down of loss-generating company-owned salons.

Franchise Revenue

First quarter franchise revenue was $51.4 million, a $7.4 million, or 12.6%, decrease compared to the prior year quarter. Non-margin franchise rental income decreased $5.6 million due to fewer franchise salons in the current year. Royalties were $16.5 million, a $0.7 million, or 4.1%, decrease versus the same period last year due to fewer franchise salons.

Franchise Adjusted EBITDA

First quarter franchise adjusted EBITDA of $8.0 million improved $3.0 million year-over-year, primarily due to a decrease in general and administrative expense and rent.

Company-Owned Salon Revenue

First quarter revenue for the Company-owned salon segment decreased $1.2 million versus the prior year to $1.9 million. The year-over-year decline in revenue was expected and driven by the closure of 29 loss generating company-owned salons over the past twelve months.

Company-Owned Salon Adjusted EBITDA

First quarter Company-owned salon adjusted EBITDA loss improved $0.7 million year-over-year driven primarily by the closure of loss-generating company-owned salons.

Balance Sheet and Cash Flow

The Company ended the first quarter of fiscal year 2024 with $9.3 million in cash and cash equivalents, $186.1 million in outstanding borrowings and total liquidity of $42.4 million. Net cash used in operating activities for the three months ended September 30, 2023 totaled $2.8 million, an improvement of $2.2 million from the prior year.

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 first quarter results today, November 1, 2023, at 7:30 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. The webcast will include a slide presentation. A replay of the presentation will be available on our website at the same web address.

About Regis Corporation

Regis Corporation (NYSE:RGS) is a leader in the haircare industry. As of September 30, 2023, the Company franchised or owned 4,811 locations. Regis’ franchised and corporate locations operate under concepts such as Supercuts^®, SmartStyle^®, Cost Cutters^®, Roosters^® and First Choice Haircutters^®. For additional information about the Company, including a reconciliation of certain non-GAAP financial information and certain supplemental financial information, please visit the Investor Relations section of the corporate website at www.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 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; our potential responsibility for Empire Education Group, Inc.'s liabilities; changes in general economic environment; changes in consumer tastes, hair product innovation, fashion trends and consumer spending patterns; compliance with New York Stock Exchange listing requirements; reliance on franchise royalties and overall success of our franchisees’ salons; our salons' dependence on a third-party supplier agreement for merchandise; our franchisees' ability to attract, train and retain talented stylists and salon leaders; the success of our franchisees, which operate independently; data security and privacy compliance and our ability to manage cyber threats and protect the security of potentially sensitive information about our guests, franchisees, employees, vendors or Company information; the ability of the Company to maintain a satisfactory relationship with Walmart; marketing efforts to drive traffic to our franchisees' salons; the successful migration of our franchisees to the Zenoti salon technology platform; 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; the effectiveness of our enterprise risk management program; ability to generate sufficient cash flow to satisfy our debt service obligations; compliance with covenants in our financing arrangement, access to the existing revolving credit facility, and acceleration of our obligation to repay our indebtedness; the completion and/or results of the strategic alternatives review; limited resources to invest in our business; premature termination of agreements with our franchisees; financial performance of Empire Education Group, Inc.; our ability to close the sale of our ownership stake in Empire Education Group, Inc, the continued ability of the Company to implement cost reduction initiatives and achieve expected cost savings; 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 control over financial reporting; changes in tax exposure; the ability to use U.S. net operating loss carryforwards; potential litigation and other legal or regulatory proceedings; or other factors not listed above. Additional information concerning potential factors that could affect future financial results is set forth under Item 1A on Form 10-K. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. However, your attention is directed to any further disclosures made in our subsequent annual and periodic reports filed or furnished with the SEC on Forms 10-K, 10-Q and 8-K and Proxy Statements on Schedule 14A.

Non-GAAP Reconciliations:

This press release includes a presentation of adjusted EBITDA and adjusted Franchise revenue, which are non-GAAP measures. The non-GAAP measures are financial measures that do not reflect United States Generally Accepted Accounting Principles (GAAP). We believe our presentation of the non-GAAP measures provides meaningful insight into our ongoing operating performance and a supplemental 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.

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 adjusted EBITDA results: 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.

We present adjusted revenue to provide a meaningful Franchise adjusted EBITDA margin, which removes non-margin revenue from total revenue to arrive at an adjusted margin. Margin is a common metric used by investors, however, the majority of our revenue is offset by equal expense, so it does not contribute to our margin. We remove the non-margin revenue from this metric in order to show a meaningful margin rate.

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.

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