Business Wire | May 5, 2021 06:01PM EDT

Regis Reports Third Quarter 2021 Improved Traffic Trends and Continued Progress in Key Initiatives

May 05, 2021

MINNEAPOLIS--(BUSINESS WIRE)--May 05, 2021--Regis Corporation (NYSE: RGS):

Three Months Ended March Nine Months Ended March 31, 31,

(Dollars in 2021 2020 2021 2020thousands)



Consolidated Revenue $ 100,267 $ 153,783 $ 315,983 $ 609,586

System-wide Revenue $ 269,951 $ 371,122 $ 791,577 $ 1,249,152 (1)



System-wide ) ) ) )Same-Store Sales (20.7 % (5.4 % (28.7 % (2.7 %Comps

Franchise Same-Store (19.3 ) (4.1 ) (27.6 ) (1.8 )Sales Comps % % % %

Company-owned ) ) ) )Same-Store Sales (28.8 % (7.9 % (33.8 % (3.9 %Comps



Operating Loss $ (18,541 ) $ (59,399 ) $ (76,886 ) $ (76,771 )

Loss From Continuing $ (10,847 ) $ (67,842 ) $ (78,991 ) $ (98,540 )Operations

Diluted Loss perShare From Continuing $ (0.30 ) $ (1.89 ) $ (2.20 ) $ (2.74 )Operations

EBITDA (2) $ (3,564 ) $ (56,449 ) $ (42,532 ) $ (71,469 )

as a percent of (3.6 ) (36.7 ) (13.5 ) (11.7 )revenue % % % %



As Adjusted (2)

Net (Loss) Income, as $ (25,340 ) $ (4,024 ) $ (79,172 ) $ 14,499 Adjusted

Diluted (Loss) Incomeper Share, as $ (0.70 ) $ (0.11 ) $ (2.20 ) $ 0.39 Adjusted

EBITDA, as Adjusted $ (19,812 ) $ 6,559 $ (55,981 ) $ 53,358 (2)

as a percent of (19.8 ) 4.3 % (17.7 ) 8.8 %revenue % %

(1)Represents total sales within the system.

(2)See GAAP to non-GAAP reconciliations, within the attached section titled "Non-GAAP Reconciliations".

Regis Corporation (NYSE: RGS), a leader in the haircare industry, whose primary business is franchising, owning and operating technology-enabled hair salons, today reported a third quarter 2021 net loss from continuing operations of $10.8 million, or $0.30 loss per diluted share as compared to a net loss from continuing operations of $67.8 million, or $1.89 loss per diluted share in the third quarter of 2020. The Company's third quarter 2021 reported results included $14.5 million of discrete items. Excluding discrete items, the Company reported third quarter 2021 adjusted net loss of $25.3 million, or $0.70 loss per diluted share as compared to adjusted net loss of $4.0 million, or $0.11 earnings per diluted share, for the same period last year. The year-over-year decrease in adjusted net income was driven primarily by the decrease in the gain from the sale of salons to franchisees of $14.2 million due to lower proceeds per salon in the current year. The elimination of adjusted net income that had been generated in the prior year period from the 519 company-owned salons that were sold and converted to the Company's asset-light franchise portfolio over the past twelve months also contributed to the decline, but this was partially offset by significant reductions in general and administrative expense and marketing. Additionally, the Company estimates it lost approximately $23.7 million in revenue this quarter compared to $20.7 million in the prior year due to government-mandated salon closures and lower traffic due to the COVID-19 pandemic.

Total revenue in the quarter of $100.3 million decreased $53.5 million, or 34.8%, year-over-year driven primarily by the conversion of a net 519 company-owned salons to the Company's asset-light franchise portfolio over the past 12 months and due to the impact of the COVID-19 pandemic.

Third quarter adjusted EBITDA loss of $19.8 million decreased $26.4 million, versus adjusted EBITDA of $6.6 million in the same period last year. Excluding the $4.6 million adjusted loss and $9.6 million adjusted gain from the sale of company-owned salons during the current and prior year quarter, respectively, adjusted EBITDA loss of $15.2 million was $12.2 million unfavorable versus the same period last year. This was driven primarily by the elimination of adjusted EBITDA that had been generated in the prior year period from the 519 company-owned salons that were sold and converted to the Company's asset-light franchise portfolio over the past twelve months and lower system-wide same-store sales due to the COVID-19 pandemic, partially offset by significant reductions in general and administrative expense and marketing spend.

Felipe Athayde, President and Chief Executive Officer, commented, "We are proud of the progress we have made against our key initiatives that will put us in the best position to optimize our brands and support our franchisees. While there is still much work to be done, we are putting in the hard work, not cutting corners, and taking the necessary steps to lay the right foundation for the future of Regis."

Third Quarter Segment Results

(1) Represents total sales within the system.

See GAAP to non-GAAP reconciliations, within the attached section titled(2) "Non-GAAP Reconciliations".

Regis Corporation (NYSE: RGS), a leader in the haircare industry, whose primary business is franchising, owning and operating technology-enabled hair salons, today reported a third quarter 2021 net loss from continuing operations of $10.8 million, or $0.30 loss per diluted share as compared to a net loss from continuing operations of $67.8 million, or $1.89 loss per diluted share in the third quarter of 2020. The Company's third quarter 2021 reported results included $14.5 million of discrete items. Excluding discrete items, the Company reported third quarter 2021 adjusted net loss of $25.3 million, or $0.70 loss per diluted share as compared to adjusted net loss of $4.0 million, or $0.11 earnings per diluted share, for the same period last year. The year-over-year decrease in adjusted net income was driven primarily by the decrease in the gain from the sale of salons to franchisees of $14.2 million due to lower proceeds per salon in the current year. The elimination of adjusted net income that had been generated in the prior year period from the 519 company-owned salons that were sold and converted to the Company's asset-light franchise portfolio over the past twelve months also contributed to the decline, but this was partially offset by significant reductions in general and administrative expense and marketing. Additionally, the Company estimates it lost approximately $23.7 million in revenue this quarter compared to $20.7 million in the prior year due to government-mandated salon closures and lower traffic due to the COVID-19 pandemic.

Total revenue in the quarter of $100.3 million decreased $53.5 million, or 34.8%, year-over-year driven primarily by the conversion of a net 519 company-owned salons to the Company's asset-light franchise portfolio over the past 12 months and due to the impact of the COVID-19 pandemic.

Third quarter adjusted EBITDA loss of $19.8 million decreased $26.4 million, versus adjusted EBITDA of $6.6 million in the same period last year. Excluding the $4.6 million adjusted loss and $9.6 million adjusted gain from the sale of company-owned salons during the current and prior year quarter, respectively, adjusted EBITDA loss of $15.2 million was $12.2 million unfavorable versus the same period last year. This was driven primarily by the elimination of adjusted EBITDA that had been generated in the prior year period from the 519 company-owned salons that were sold and converted to the Company's asset-light franchise portfolio over the past twelve months and lower system-wide same-store sales due to the COVID-19 pandemic, partially offset by significant reductions in general and administrative expense and marketing spend.

Felipe Athayde, President and Chief Executive Officer, commented, "We are proud of the progress we have made against our key initiatives that will put us in the best position to optimize our brands and support our franchisees. While there is still much work to be done, we are putting in the hard work, not cutting corners, and taking the necessary steps to lay the right foundation for the future of Regis."

Third Quarter Segment Results

Franchise Salons

Three Months Ended Nine Months Ended March 31, March 31, Increase Increase (Decrease) (Decrease)

(Dollars in 2021 2020 2021 2020 millions) (1)



Revenue

Product 13.1 15.3 (2.2 ) 41.1 45.3 (4.2 )

Royalties and 23.5 8.7 14.8 61.4 66.1 (4.7 )fees

Franchise 31.3 31.8 (0.5 ) 95.9 96.9 (1.0 )rental income

TotalFranchise $ 67.9 $ 55.8 $ 12.1 $ 198.3 $ 208.2 $ (9.9 )salonsrevenue



FranchiseSame-Store (19.3 ) (4.1 ) (27.6 ) (1.8 ) Sales Comps % % % %(2)



EBITDA, as $ 12.0 $ 11.5 $ 0.5 $ 29.8 $ 36.4 $ (6.6 )Adjusted

as a percent 17.7 % 20.6 % 15.0 % 17.5 % of revenue

as a percentof adjusted 38.7 % 36.2 % 33.9 % 38.0 % revenue (3)



TotalFranchise 5,317 5,126 191 Salons

as a percentof totalFranchise and 86.6 % 73.9 % Company-ownedsalons

(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.

Third quarter Franchise revenue was $67.9 million, a $12.1 million, or 21.7% increase compared to the prior year quarter, and includes franchise rental income of $31.3 million. Royalties and fees were $23.5 million, a $14.8 million, or 170.6% increase versus the same period last year. Franchise fees contributed to $1.5 million of the increase, while advertising funds increased $13.4 million, primarily related to the refunding of fees in the prior year as a result of the COVID-19 pandemic. The increase in franchise fees and cooperative advertising was offset by lower royalties due to lower same-store sales primarily related to the COVID-19 pandemic. Product sales to franchisees of $13.1 million decreased $2.2 million versus the same period last year also due to lower same-store retail sales primarily related to the COVID-19 pandemic. Franchise adjusted EBITDA of $12.0 million increased $0.5 million, or 4.2% year-over-year primarily due an increase in franchise fees and a decrease in bad debt, partially offset by the decline in franchise same-store sales of 19.3% primarily related to the COVID-19 pandemic. Total franchise locations open at March 31, 2021 were 5,317 compared to 5,126 at March 31, 2020.

Variances calculated on amounts shown in millions may result in rounding(1) differences.

(2) TBG is excluded from same-store sales in all periods.

(3) Adjusted revenue excludes non-margin revenue. See Non-GAAP reconciliation.

Third quarter Franchise revenue was $67.9 million, a $12.1 million, or 21.7% increase compared to the prior year quarter, and includes franchise rental income of $31.3 million. Royalties and fees were $23.5 million, a $14.8 million, or 170.6% increase versus the same period last year. Franchise fees contributed to $1.5 million of the increase, while advertising funds increased $13.4 million, primarily related to the refunding of fees in the prior year as a result of the COVID-19 pandemic. The increase in franchise fees and cooperative advertising was offset by lower royalties due to lower same-store sales primarily related to the COVID-19 pandemic. Product sales to franchisees of $13.1 million decreased $2.2 million versus the same period last year also due to lower same-store retail sales primarily related to the COVID-19 pandemic. Franchise adjusted EBITDA of $12.0 million increased $0.5 million, or 4.2% year-over-year primarily due an increase in franchise fees and a decrease in bad debt, partially offset by the decline in franchise same-store sales of 19.3% primarily related to the COVID-19 pandemic. Total franchise locations open at March 31, 2021 were 5,317 compared to 5,126 at March 31, 2020.

Company-Owned Salons

Three Months Ended Nine Months Ended March 31, March 31, Increase Increase (Decrease) (Decrease)

(Dollars in 2021 2020 2021 2020 millions) (1)



Total Revenue $ 32.3 $ 97.9 $ (65.6 ) $ 117.6 $ 401.4 $ (283.8 )

Company-owned ) ) ) )Same-Store (28.8 % (7.9 % (33.8 % (3.9 % Sales Comps



EBITDA, as $ (12.8 ) $ (0.7 ) $ (12.1 ) $ (34.2 ) $ 15.0 $ (49.2 )Adjusted

as a percent (39.6 ) (0.7 ) (29.1 ) 3.7 % of revenue % % %



TotalCompany-owned 826 1,815 (989 ) salons

as a percentof totalFranchise and 13.4 % 26.1 % Company-ownedsalons

(1)Variances calculated on amounts shown in millions may result in rounding differences.

Third quarter revenue for the Company-owned salon segment decreased $65.6 million, or 67.0%, versus the prior year to $32.3 million. The year-over-year decline in revenue was driven by the decrease of a net 519 salons sold and converted to the Company's franchise portfolio over the past 12 months, the closure of a net 470 unprofitable salons over the past 12 months and a decline in revenue due to the COVID-19 pandemic.

Third quarter adjusted EBITDA decreased $12.1 million, or 1,736.0%, versus the same period last year driven primarily by the elimination of EBITDA that had been generated in the prior year period from the 519 company-owned salons that were sold and converted to the Company's franchise portfolio over the past 12 months, the impacts of the COVID-19 pandemic, and the decline in service and product margins, partially offset by a decrease in general and administrative expense and marketing spend.

Other Key Events

* Continued migration of the Company's proprietary cloud-based salon management and point-of-sale technology solution, Opensalon(r) Pro. Over 1,200 salons, or 25%, of our franchise salons, are now running on Opensalon(r) Pro and an additional 500 have signed contracts to install Opensalon(r) Pro in the fourth quarter. * As part of the Company's transformation to focus on managing and nurturing brands, and in line with a capital-light business, a new merchandise strategy to outsource product distribution was adopted. The Company's exit out of the product distribution business is expected to occur in late 2021 and is anticipated to positively impact franchisees by providing them with access to industry-leading pricing, loyalty programs, promotional benefits, educational assets, and ongoing support. The Company remains committed to its private label brands, including Designline(r), Blossom(r) Pure Haircare and a new men's line called Prototype(tm), and distributors will carry these lines to sell exclusively to Regis franchisees. * The Company continues to make meaningful progress on its multi-year strategy to convert to a fully-franchised model. During the third quarter, it sold and transferred 126 company-owned salons and in April it sold and transferred 109 company-owned salons. * The impact of the transactions closed in the quarter is as follows:

Variances calculated on amounts shown in millions may result in rounding(1) differences.

Third quarter revenue for the Company-owned salon segment decreased $65.6 million, or 67.0%, versus the prior year to $32.3 million. The year-over-year decline in revenue was driven by the decrease of a net 519 salons sold and converted to the Company's franchise portfolio over the past 12 months, the closure of a net 470 unprofitable salons over the past 12 months and a decline in revenue due to the COVID-19 pandemic.

Third quarter adjusted EBITDA decreased $12.1 million, or 1,736.0%, versus the same period last year driven primarily by the elimination of EBITDA that had been generated in the prior year period from the 519 company-owned salons that were sold and converted to the Company's franchise portfolio over the past 12 months, the impacts of the COVID-19 pandemic, and the decline in service and product margins, partially offset by a decrease in general and administrative expense and marketing spend.

Other Key Events

* Continued migration of the Company's proprietary cloud-based salon management and point-of-sale technology solution, Opensalon(r) Pro. Over 1,200 salons, or 25%, of our franchise salons, are now running on Opensalon(r) Pro and an additional 500 have signed contracts to install Opensalon(r) Pro in the fourth quarter. * As part of the Company's transformation to focus on managing and nurturing brands, and in line with a capital-light business, a new merchandise strategy to outsource product distribution was adopted. The Company's exit out of the product distribution business is expected to occur in late 2021 and is anticipated to positively impact franchisees by providing them with access to industry-leading pricing, loyalty programs, promotional benefits, educational assets, and ongoing support. The Company remains committed to its private label brands, including Designline(r), Blossom(r) Pure Haircare and a new men's line called Prototype(tm), and distributors will carry these lines to sell exclusively to Regis franchisees. * The Company continues to make meaningful progress on its multi-year strategy to convert to a fully-franchised model. During the third quarter, it sold and transferred 126 company-owned salons and in April it sold and transferred 109 company-owned salons. * The impact of the transactions closed in the quarter is as follows:

Three Months Ended Nine Months Ended March 31, March 31, Increase Increase (Decrease) (Decrease)

2021 2020 2021 2020



(Dollars in thousands)



Salons soldto 126 375 (249 ) 408 1,363 (955 )franchisees

Cash proceeds $ 595 $ 18,502 $ (17,907 ) $ 7,743 $ 87,916 $ (80,173 )received



(Loss) gainonvenditions, $ (4,575 ) $ 9,628 $ (14,203 ) $ (8,463 ) $ 50,841 $ (59,304 )excludinggoodwillderecognition

Non-cashgoodwill - (17,486 ) 17,486 - (76,966 ) 76,966 derecognition

Loss fromsale of salonassets to $ (4,575 ) $ (7,858 ) $ 3,283 $ (8,463 ) $ (26,125 ) $ 17,662 franchisees,net

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 third quarter results on May 6, 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. A replay of the presentation will be available on our website at www.regiscorp.com/investor-relations.

About Regis Corporation

Regis Corporation (NYSE:RGS) is a leader in beauty salons and cosmetology education. As of March 31, 2021, the Company franchised, owned or held ownership interests in 6,221 worldwide locations. Regis' franchised and corporate locations operate under concepts such as Supercuts(r), SmartStyle(r), Cost Cutters(r), Roosters(r) and First Choice Haircutters(r). 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.

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 uncertainties 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, as well as the health and risk appetite of our stylists, customers and employees to return to the salon environment; the continued ability of the Company to implement its strategy, priorities and initiatives including the re-engineering of our corporate and field infrastructure; Opensalon(r) Pro may not yield the intended results on timing and amounts due to the COVID-19 pandemic, efforts by our current third-party back office management system vendor to make it difficult for our franchisees to convert to our new company-owned system and the pending litigation with that third-party vendor; the impact of the COVID-19 pandemic on our key suppliers; the ability to address rent obligations incurred during the government-mandated hibernation of our salons related to the COVID-19 pandemic and the ability to obtain long-term rent concessions; the ability to operate or sell the salons transferred back from TBG; the outcome of the review by the administrator in TBG's insolvency proceedings in the United Kingdom; compliance with credit facility covenants and access to the existing revolving credit facility; 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; if our capital investments in technology do not achieve appropriate returns; 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; the impact of recent actions by Walmart; marketing efforts to drive traffic to our franchisees' salons; changes in regulatory and statutory laws including increases in minimum wages; our ability to maintain and enhance the value of our brands; premature termination of agreements with our franchisees; reliance on information technology systems; reliance on external vendors; consumer shopping trends and changes in manufacturer distribution channels; competition within the personal hair care industry; continued ability to compete in our business markets; the continued ability to maintain an effective system of internal controls over financial reporting; changes in tax exposure; failure to standardize operating processes across brands; financial performance of Empire Education Group; the continued ability of the Company to implement cost reduction initiatives; changes in economic conditions; changes in consumer tastes and fashion trends; failure at our distribution centers; exposure to uninsured or unidentified risks; reliance on our management team and other key personnel; new merchandising strategy 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.

REGIS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

(Dollars in thousands, except per share data)

March 31, June 30, 2021 2020



ASSETS

Current assets:

Cash and cash equivalents $ 34,510 $ 113,667

Receivables, net 31,254 31,030

Inventories 38,221 62,597

Other current assets 14,082 19,138

Total current assets 118,067 226,432



Property and equipment, net 27,080 57,176

Goodwill 229,221 227,457

Other intangibles, net 4,186 4,579

Right of use asset 629,006 786,216

Other assets 40,423 40,934

Total assets $ 1,047,983 $ 1,342,794



LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

Accounts payable $ 28,840 $ 50,918

Accrued expenses 51,164 48,825

Short-term lease liability 123,224 137,271

Total current liabilities 203,228 237,014



Long-term debt, net 177,500 177,500

Long-term lease liability 536,234 680,454

Long-term financing liabilities - 27,981

Other non-current liabilities 81,517 94,142

Total liabilities 998,479 1,217,091

Commitments and contingencies

Shareholders' equity:

Common stock, $0.05 par value; issued andoutstanding 35,789,825 and 35,625,716 common shares 1,789 1,781at March 31, 2021 and June 30, 2020, respectively

Additional paid-in capital 23,672 22,011

Accumulated other comprehensive income 9,092 7,449

Retained earnings 14,951 94,462

Total shareholders' equity 49,504 125,703

Total liabilities and shareholders' equity $ 1,047,983 $ 1,342,794

REGIS CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)

For The Three And Nine Months Ended March 31, 2021 And 2020

(Dollars and shares in thousands, except per share data amounts)

Three Months Ended March 31,

Nine Months Ended March 31,

2021

2020

2021

2020

Revenues:

Service

$

24,645

$

78,387

$

90,040

$

322,133

Product

20,770

34,877

68,665

124,516

Royalties and fees

23,535

8,698

61,393

66,062

Franchise rental income

31,317

31,821

95,885

96,875

Total revenue

100,267

153,783

315,983

609,586

Operating expenses:

Cost of service

15,821

54,824

66,441

212,664

Cost of product

21,268

21,672

54,840

75,257

Site operating expenses

13,366

3,660

36,955

62,932

General and administrative

24,582

31,871

77,419

105,187

Rent

8,001

18,665

34,128

63,424

Franchise rent expense

31,317

31,821

95,885

96,875

Depreciation and amortization

3,620

10,359

17,384

27,486

Long-lived asset impairment

833

-

9,817

-

TBG mall location restructuring

-

146

-

2,368

Goodwill impairment

-

40,164

-

40,164

Total operating expenses

118,808

213,182

392,869

686,357

Operating loss

(18,541

)

(59,399

)

(76,886

)

(76,771

)

Other (expense) income:

Interest expense

(3,163

)

(1,712

)

(10,626

)

(4,615

)

Loss from sale of salon assets to franchisees, net

(4,575

)

(7,858

)

(8,463

)

(26,125

)

Interest income and other, net

15,099

148

15,616

3,188

Loss from continuing operations before income taxes

(11,180

)

(68,821

)

(80,359

)

(104,323

)

Income tax benefit

333

979

1,368

5,783

Loss from continuing operations

(10,847

)

(67,842

)

(78,991

)

(98,540

)

Income from discontinued operations, net of taxes

-

301

-

753

Net loss

$

(10,847

)

$

(67,541

)

$

(78,991

)

$

(97,787

)

Net loss per share:

Basic and diluted:

Loss from continuing operations

$

(0.30

)

$

(1.89

)

$

(2.20

)

$

(2.74

)

Income from discontinued operations

0.00

0.01

0.00

0.02

Net loss per share, basic and diluted (1)

$

(0.30

)

$

(1.88

)

$

(2.20

)

$

(2.72

)

Weighted average common and common equivalent shares outstanding:

Basic and diluted

36,011

35,815

35,929

35,958

REGIS CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)

For The Three And Nine Months Ended March 31, 2021 And 2020

(Dollars and shares in thousands, except per share data amounts)



Three Months Ended Nine Months Ended March 31, March 31,

2021 2020 2021 2020



Revenues:

Service $ 24,645 $ 78,387 $ 90,040 $ 322,133

Product 20,770 34,877 68,665 124,516

Royalties and fees 23,535 8,698 61,393 66,062

Franchise rental 31,317 31,821 95,885 96,875 income

Total revenue 100,267 153,783 315,983 609,586

Operating expenses:

Cost of service 15,821 54,824 66,441 212,664

Cost of product 21,268 21,672 54,840 75,257

Site operating 13,366 3,660 36,955 62,932 expenses

General and 24,582 31,871 77,419 105,187 administrative

Rent 8,001 18,665 34,128 63,424

Franchise rent expense 31,317 31,821 95,885 96,875

Depreciation and 3,620 10,359 17,384 27,486 amortization

Long-lived asset 833 - 9,817 - impairment

TBG mall location - 146 - 2,368 restructuring

Goodwill impairment - 40,164 - 40,164

Total operating 118,808 213,182 392,869 686,357 expenses



Operating loss (18,541 ) (59,399 ) (76,886 ) (76,771 )



Other (expense) income:

Interest expense (3,163 ) (1,712 ) (10,626 ) (4,615 )

Loss from sale ofsalon assets to (4,575 ) (7,858 ) (8,463 ) (26,125 )franchisees, net

Interest income and 15,099 148 15,616 3,188 other, net



Loss from continuingoperations before (11,180 ) (68,821 ) (80,359 ) (104,323 )income taxes



Income tax benefit 333 979 1,368 5,783



Loss from continuing (10,847 ) (67,842 ) (78,991 ) (98,540 )operations



Income fromdiscontinued - 301 - 753 operations, net oftaxes



Net loss $ (10,847 ) $ (67,541 ) $ (78,991 ) $ (97,787 )



Net loss per share:

Basic and diluted:

Loss from continuing $ (0.30 ) $ (1.89 ) $ (2.20 ) $ (2.74 )operations

Income fromdiscontinued 0.00 0.01 0.00 0.02 operations

Net loss per share, $ (0.30 ) $ (1.88 ) $ (2.20 ) $ (2.72 )basic and diluted (1)



Weighted averagecommon and common equivalent sharesoutstanding:

Basic and diluted 36,011 35,815 35,929 35,958

(1)

Total is a recalculation; line items calculated individually may not sum to total due to rounding.

(1) Total is a recalculation; line items calculated individually may not sum to total due to rounding.

REGIS CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

For The Nine Months Ended March 31, 2021 And 2020

(Dollars in thousands)

Nine Months Ended March 31,

2021

2020

Cash flows from operating activities:

Net loss

$

(78,991

)

$

(97,787

)

Adjustments to reconcile net loss to cash used in operating activities:

Non-cash adjustments related to discontinued operations

-

(967

)

Depreciation and amortization

13,968

23,635

Salon asset impairment

-

3,851

Long-lived asset impairment

9,817

-

Deferred income taxes

(806

)

(6,469

)

Inventory reserve

6,875

-

Gain from disposal of distribution center assets

(14,878

)

-

Gain from sale of company headquarters, net

-

(2,513

)

Loss from sale of salon assets to franchisees, net

8,463

26,125

Goodwill impairment

-

40,164

Stock-based compensation

1,792

2,114

Amortization of debt discount and financing costs

1,313

206

Other non-cash items affecting earnings

183

(442

)

Changes in operating assets and liabilities, excluding the effects of asset sales

(27,743

)

(38,938

)

Net cash used in operating activities

(80,007

)

(51,021

)

Cash flows from investing activities:

Capital expenditures

(9,609

)

(32,331

)

Proceeds from sale of assets to franchisees

7,743

87,916

Costs associated with sale of salon assets to franchisees

(242

)

(1,887

)

Proceeds from company-owned life insurance policies

1,200

-

Proceeds from sale of company headquarters

-

8,996

Net cash (used in) provided by investing activities

(908

)

62,694

Cash flows from financing activities:

Borrowings on revolving credit facility

-

213,000

Repayments of revolving credit facility

-

(30,000

)

Repurchase of common stock

-

(28,246

)

Taxes paid for shares withheld

(316

)

(1,968

)

Minority interest buyout

(562

)

-

Distribution center lease payments

(724

)

(677

)

Net cash (used in) provided by financing activities

(1,602

)

152,109

Effect of exchange rate changes on cash and cash equivalents

6

(379

)

(Decrease) increase in cash, cash equivalents, and restricted cash

(82,511

)

163,403

Cash, cash equivalents and restricted cash:

Beginning of period

122,880

92,379

End of period

$

40,369

$

255,782

REGIS CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

For The Nine Months Ended March 31, 2021 And 2020

(Dollars in thousands)



Nine Months Ended March 31,

2021 2020



Cash flows from operating activities:

Net loss $ (78,991 ) $ (97,787 )

Adjustments to reconcile net loss to cash used in operating activities:

Non-cash adjustments related to discontinued - (967 )operations

Depreciation and amortization 13,968 23,635

Salon asset impairment - 3,851

Long-lived asset impairment 9,817 -

Deferred income taxes (806 ) (6,469 )

Inventory reserve 6,875 -

Gain from disposal of distribution center assets (14,878 ) -

Gain from sale of company headquarters, net - (2,513 )

Loss from sale of salon assets to franchisees, net 8,463 26,125

Goodwill impairment - 40,164

Stock-based compensation 1,792 2,114

Amortization of debt discount and financing costs 1,313 206

Other non-cash items affecting earnings 183 (442 )

Changes in operating assets and liabilities, (27,743 ) (38,938 )excluding the effects of asset sales

Net cash used in operating activities (80,007 ) (51,021 )



Cash flows from investing activities:

Capital expenditures (9,609 ) (32,331 )

Proceeds from sale of assets to franchisees 7,743 87,916

Costs associated with sale of salon assets to (242 ) (1,887 )franchisees

Proceeds from company-owned life insurance policies 1,200 -

Proceeds from sale of company headquarters - 8,996

Net cash (used in) provided by investing activities (908 ) 62,694



Cash flows from financing activities:

Borrowings on revolving credit facility - 213,000

Repayments of revolving credit facility - (30,000 )

Repurchase of common stock - (28,246 )

Taxes paid for shares withheld (316 ) (1,968 )

Minority interest buyout (562 ) -

Distribution center lease payments (724 ) (677 )

Net cash (used in) provided by financing activities (1,602 ) 152,109



Effect of exchange rate changes on cash and cash 6 (379 )equivalents



(Decrease) increase in cash, cash equivalents, and (82,511 ) 163,403 restricted cash



Cash, cash equivalents and restricted cash:

Beginning of period 122,880 92,379

End of period $ 40,369 $ 255,782

REGIS CORPORATION

Same-Store Sales

SYSTEM-WIDE SAME-STORE SALES (1):

Three Months Ended

March 31, 2021

March 31, 2020

Service

Retail

Total

Service

Retail

Total

SmartStyle

(19.4

)%

(20.3

)%

(19.6

)%

(8.2

)%

(12.8

)%

(9.5

)%

Supercuts

(22.5

)

(18.8

)

(22.3

)

(3.1

)

(12.1

)

(3.7

)

Portfolio Brands

(17.7

)

(19.0

)

(17.9

)

(4.6

)

(6.4

)

(4.8

)

Total

(20.9

)%

(19.4

)%

(20.7

)%

(4.6

)%

(11.1

)%

(5.4

)%

Nine Months Ended

March 31, 2021

March 31, 2020

Service

Retail

Total

Service

Retail

Total

SmartStyle

(28.9

)%

(28.0

)%

(28.7

)%

(2.8

)%

(9.6

)%

(4.8

)%

Supercuts

(30.2

)

(25.2

)

(29.9

)

(0.8

)

(10.5

)

(1.4

)

Portfolio Brands

(27.3

)

(20.9

)

(26.6

)

(2.1

)

(6.6

)

(2.7

)

Total

(29.2

)%

(25.2

)%

(28.7

)%

(1.7

)%

(9.0

)%

(2.7

)%

REGIS CORPORATION

Same-Store Sales

SYSTEM-WIDE SAME-STORE SALES (1):

Three Months Ended

March 31, 2021 March 31, 2020

Service Retail Total Service Retail Total



SmartStyle (19.4 )% (20.3 )% (19.6 )% (8.2 )% (12.8 )% (9.5 )%

Supercuts (22.5 ) (18.8 ) (22.3 ) (3.1 ) (12.1 ) (3.7 )

Portfolio (17.7 ) (19.0 ) (17.9 ) (4.6 ) (6.4 ) (4.8 )Brands

Total (20.9 )% (19.4 )% (20.7 )% (4.6 )% (11.1 )% (5.4 )%



Nine Months Ended

March 31, 2021 March 31, 2020

Service Retail Total Service Retail Total



SmartStyle (28.9 )% (28.0 )% (28.7 )% (2.8 )% (9.6 )% (4.8 )%

Supercuts (30.2 ) (25.2 ) (29.9 ) (0.8 ) (10.5 ) (1.4 )

Portfolio (27.3 ) (20.9 ) (26.6 ) (2.1 ) (6.6 ) (2.7 )Brands

Total (29.2 )% (25.2 )% (28.7 )% (1.7 )% (9.0 )% (2.7 )%

(1)

System-wide same-store sales are calculated as the total change in sales for system-wide franchise and company-owned locations for more than one year that were open on a specific day of the week during the current period and the corresponding prior period. 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. Locations relocated within a one-mile radius are included in same-store sales as they are considered to have been open in the prior period. System-wide same-store sales are calculated in local currencies to remove foreign currency fluctuations from the calculation. TBG salons were not a franchise location in fiscal year 2021 so they are excluded from fiscal year 2020 same-store sales for comparability.

System-wide same-store sales are calculated as the total change in sales for system-wide franchise and company-owned locations for more than one year that were open on a specific day of the week during the current period and the corresponding prior period. 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(1) sales are excluded from same-store sales. Locations relocated within a one-mile radius are included in same-store sales as they are considered to have been open in the prior period. System-wide same-store sales are calculated in local currencies to remove foreign currency fluctuations from the calculation. TBG salons were not a franchise location in fiscal year 2021 so they are excluded from fiscal year 2020 same-store sales for comparability.

FRANCHISE SAME-STORE SALES (1):

Three Months Ended

March 31, 2021

March 31, 2020

Service

Retail

Total

Service

Retail

Total

SmartStyle

(16.8

)%

(22.8

)%

(18.1

)%

(9.6

)%

(15.2

)%

(10.9

)%

Supercuts

(21.7

)

(18.3

)

(21.5

)

(2.9

)

(11.2

)

(3.3

)

Portfolio Brands

(14.8

)

(17.7

)

(15.1

)

(3.3

)

(4.9

)

(3.5

)

Total

(19.2

)%

(20.0

)%

(19.3

)%

(3.5

)%

(10.0

)%

(4.1

)%

Nine Months Ended

March 31, 2021

March 31, 2020

Service

Retail

Total

Service

Retail

Total

SmartStyle

(24.7

)%

(29.2

)%

(25.8

)%

(6.0

)%

(16.2

)%

(8.6

)%

Supercuts

(29.6

)

(24.4

)

(29.4

)

(0.4

)

(9.6

)

(0.9

)

Portfolio Brands

(25.4

)

(18.1

)

(24.6

)

(1.0

)

(6.6

)

(1.7

)

Total

(28.0

)%

(24.2

)%

(27.6

)%

(0.9

)%

(10.1

)%

(1.8

)%

FRANCHISE SAME-STORE SALES (1):

Three Months Ended

March 31, 2021 March 31, 2020

Service Retail Total Service Retail Total



SmartStyle (16.8 )% (22.8 )% (18.1 )% (9.6 )% (15.2 )% (10.9 )%

Supercuts (21.7 ) (18.3 ) (21.5 ) (2.9 ) (11.2 ) (3.3 )

Portfolio Brands (14.8 ) (17.7 ) (15.1 ) (3.3 ) (4.9 ) (3.5 )

Total (19.2 )% (20.0 )% (19.3 )% (3.5 )% (10.0 )% (4.1 )%



Nine Months Ended

March 31, 2021 March 31, 2020

Service Retail Total Service Retail Total



SmartStyle (24.7 )% (29.2 )% (25.8 )% (6.0 )% (16.2 )% (8.6 )%

Supercuts (29.6 ) (24.4 ) (29.4 ) (0.4 ) (9.6 ) (0.9 )

Portfolio Brands (25.4 ) (18.1 ) (24.6 ) (1.0 ) (6.6 ) (1.7 )

Total (28.0 )% (24.2 )% (27.6 )% (0.9 )% (10.1 )% (1.8 )%

(1)

Franchise same-store sales are calculated as the total change in sales for salons that have been a franchise location for more than one year that were open on a specific day of the week during the current period and the corresponding prior period. Quarterly and year-to-date franchise same-store sales are the sum of the franchise same-store sales computed on a daily basis. Franchise salons that do not report daily sales are excluded from same-store sales. Locations relocated within a one-mile radius are included in same-store sales as they are considered to have been open in the prior period. Franchise same-store sales are calculated in local currencies to remove foreign currency fluctuations from the calculation. TBG salons were not a franchise location in fiscal year 2021 so they are excluded from fiscal year 2020 same-store sales for comparability.

Franchise same-store sales are calculated as the total change in sales for salons that have been a franchise location for more than one year that were open on a specific day of the week during the current period and the corresponding prior period. Quarterly and year-to-date franchise same-store sales are the sum of the franchise same-store sales computed on a daily basis. Franchise salons that do not report daily sales are(1) excluded from same-store sales. Locations relocated within a one-mile radius are included in same-store sales as they are considered to have been open in the prior period. Franchise same-store sales are calculated in local currencies to remove foreign currency fluctuations from the calculation. TBG salons were not a franchise location in fiscal year 2021 so they are excluded from fiscal year 2020 same-store sales for comparability.

COMPANY-OWNED SAME-STORE SALES (2):

Three Months Ended

March 31, 2021

March 31, 2020

Service

Retail

Total

Service

Retail

Total

SmartStyle

(28.9

)%

(13.9

)%

(24.4

)%

(7.7

)%

(12.2

)%

(9.0

)%

Supercuts

(34.8

)

(25.2

)

(34.1

)

(5.7

)

(17.9

)

(6.7

)

Portfolio Brands

(29.0

)

(23.9

)

(28.4

)

(6.2

)

(8.7

)

(6.5

)

Total

(31.0

)%

(17.0

)%

(28.8

)%

(6.9

)%

(11.9

)%

(7.9

)%

Nine Months Ended

March 31, 2021

March 31, 2020

Service

Retail

Total

Service

Retail

Total

SmartStyle

(36.2

)%

(26.5

)%

(33.3

)%

(2.0

)%

(8.3

)%

(3.8

)%

Supercuts

(38.4

)

(33.9

)

(38.0

)

(4.0

)

(14.5

)

(4.9

)

Portfolio Brands

(32.7

)

(29.2

)

(32.4

)

(3.2

)

(6.6

)

(3.5

)

Total

(35.2

)%

(27.4

)%

(33.8

)%

(2.8

)%

(8.3

)%

(3.9

)%

COMPANY-OWNED SAME-STORE SALES (2):

Three Months Ended

March 31, 2021 March 31, 2020

Service Retail Total Service Retail Total



SmartStyle (28.9 )% (13.9 )% (24.4 )% (7.7 )% (12.2 )% (9.0 )%

Supercuts (34.8 ) (25.2 ) (34.1 ) (5.7 ) (17.9 ) (6.7 )

Portfolio (29.0 ) (23.9 ) (28.4 ) (6.2 ) (8.7 ) (6.5 )Brands

Total (31.0 )% (17.0 )% (28.8 )% (6.9 )% (11.9 )% (7.9 )%



Nine Months Ended

March 31, 2021 March 31, 2020

Service Retail Total Service Retail Total



SmartStyle (36.2 )% (26.5 )% (33.3 )% (2.0 )% (8.3 )% (3.8 )%

Supercuts (38.4 ) (33.9 ) (38.0 ) (4.0 ) (14.5 ) (4.9 )

Portfolio (32.7 ) (29.2 ) (32.4 ) (3.2 ) (6.6 ) (3.5 )Brands

Total (35.2 )% (27.4 )% (33.8 )% (2.8 )% (8.3 )% (3.9 )%

(1)

Company-owned same-store sales are calculated as the total change in sales for company-owned locations that were open on a specific day of the week during the current period and the corresponding prior period. Quarterly and year-to-date company-owned same-store sales are the sum of the company-owned same-store sales computed on a daily basis. Locations relocated within a one-mile radius are included in same-store sales as they are considered to have been open in the prior period. Company-owned same-store sales are calculated in local currencies to remove foreign currency fluctuations from the calculation.

Company-owned same-store sales are calculated as the total change in sales for company-owned locations that were open on a specific day of the week during the current period and the corresponding prior period. Quarterly and year-to-date company-owned same-store sales are the sum of the(1) company-owned same-store sales computed on a daily basis. Locations relocated within a one-mile radius are included in same-store sales as they are considered to have been open in the prior period. Company-owned same-store sales are calculated in local currencies to remove foreign currency fluctuations from the calculation.

REGIS CORPORATION

System-Wide Location Counts

March 31,2021

June 30,2020

FRANCHISE SALONS:

SmartStyle/Cost Cutters in Walmart Stores

1,569

1,317

Supercuts

2,357

2,508

Portfolio Brands (1)

1,233

1,217

Total North American salons

5,159

5,042

Total International Salons (2)

158

167

Total Franchise Salons

5,317

5,209

as a percent of total Franchise and Company-owned salons

86.6

%

76.1

%

COMPANY-OWNED SALONS:

SmartStyle/Cost Cutters in Walmart Stores

373

751

Supercuts

124

210

Portfolio Brands (1)

267

505

Mall-based (3)

62

166

Total Company-owned salons

826

1,632

as a percent of total Franchise and Company-owned salons

13.4

%

23.9

%

OWNERSHIP INTEREST LOCATIONS:

Equity ownership interest locations

78

82

Grand Total, System-wide

6,221

6,923

REGIS CORPORATION

System-Wide Location Counts

March 31, June 30, 2021 2020



FRANCHISE SALONS:

SmartStyle/Cost Cutters in Walmart Stores 1,569 1,317

Supercuts 2,357 2,508

Portfolio Brands (1) 1,233 1,217

Total North American salons 5,159 5,042

Total International Salons (2) 158 167

Total Franchise Salons 5,317 5,209

as a percent of total Franchise and Company-owned salons 86.6 % 76.1 %



COMPANY-OWNED SALONS:

SmartStyle/Cost Cutters in Walmart Stores 373 751

Supercuts 124 210

Portfolio Brands (1) 267 505

Mall-based (3) 62 166

Total Company-owned salons 826 1,632

as a percent of total Franchise and Company-owned salons 13.4 % 23.9 %



OWNERSHIP INTEREST LOCATIONS:

Equity ownership interest locations 78 82



Grand Total, System-wide 6,221 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 from January 1, 2020.

Non-GAAP Reconciliations:

We believe our presentation of non-GAAP operating loss, net (loss) income, net (loss) income 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 nine months ended March 31, 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 * Professional fees * Severance expense * CEO transition * 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 obligations * Long-lived asset impairment * TBG restructuring * Goodwill impairment * Gain on distribution centers * Goodwill derecognition * TBG discontinued operations

(1) Portfolio Brands was previously referred to as Signature Style.

Canadian and Puerto Rican salons are included in the North American salon(2) totals.

The mall-based salons were acquired from TBG on December 31, 2019. They(3) are included in continuing operations under the Company-owned operating segment from January 1, 2020.

Non-GAAP Reconciliations:

We believe our presentation of non-GAAP operating loss, net (loss) income, net (loss) income 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 nine months ended March 31, 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 * Professional fees * Severance expense * CEO transition * 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 obligations * Long-lived asset impairment * TBG restructuring * Goodwill impairment * Gain on distribution centers * Goodwill derecognition * TBG discontinued operations

REGIS CORPORATION

Reconciliation Of Selected U.S. GAAP To Non-GAAP Financial Measures

(Dollars in thousands, except per share data)

(Unaudited)

Reconciliation of U.S. GAAP operating loss and U.S. GAAP net loss to equivalentnon-GAAP measures

Three Months Ended Nine Months Ended March 31, March 31,

U.S. GAAP financial line 2021 2020 2021 2020 item



U.S. GAAP $ 100,267 $ 153,783 $ 315,983 $ 609,586 revenue



U.S. GAAPoperating $ (18,541 ) $ (59,399 ) $ (76,886 ) $ (76,771 )loss



Non-GAAPoperatingexpense adjustments(1)

Employee Site operatinglitigation expenses - - - (600 )reserve

Professional General and 480 (138 ) 3,422 223 fees administrative

Severance General and 848 5,136 3,239 8,053 administrative

CEO General and 300 - (994 ) - transition administrative

Corporateoffice Rent - 515 - 919 transition

Leaseliability Rent (3,009 ) - (11,295 ) - benefit

Leasetermination Rent (147 ) - 6,523 - fees

Real estate Rent 158 - 534 - fees

Asset Depreciationretirement and 774 - 3,447 - obligation amortization

Long-lived Long-livedasset asset 833 - 9,817 - impairment impairment

TBG TBG - 146 - 2,368 restructuring restructuring

Goodwill Goodwill - 40,164 - 40,164 impairment impairment

Totalnon-GAAPoperating 237 45,823 14,693 51,127 expenseadjustments



Non-GAAPoperating $ (18,304 ) $ (13,576 ) $ (62,193 ) $ (25,644 )loss (1)



U.S. GAAP net $ (10,847 ) $ (67,541 ) $ (78,991 ) $ (97,787 )loss



Non-GAAP netincome adjustments:

Non-GAAPrevenue - - - - adjustments

Non-GAAPoperating 237 45,823 14,693 51,127 expenseadjustments

Gain on Interestdistribution income and (14,878 ) - (14,878 ) - centers other, net

Corporate Interestoffice income and - - - (2,513 )transition other, net

Goodwill Interestderecognition income and - 17,486 - 76,966 other, net

Income taximpact onNon-GAAP Income taxes 148 509 4 (12,541 )adjustments(2)

TBG Loss fromdiscontinued discontinuedoperations, operations, - (301 ) - (753 )net of income net of taxtax

Totalnon-GAAP net (14,493 ) 63,517 (181 ) 112,286 incomeadjustments

Non-GAAP net $ (25,340 ) $ (4,024 ) $ (79,172 ) $ 14,499 (loss) income

(1)

Adjusted operating margins for the three months ended March 31, 2021 and 2020 were (18.3)% and (8.8)%, and were (19.7)% and (4.2)% for the nine months ended March 31, 2021 and 2020, respectively, and are calculated as non-GAAP operating loss divided by U.S. 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% for the three and nine months ended March 31, 2021, respectively, and 22% for the three and nine months ended March 31, 2020, respectively, for all non-GAAP operating expense adjustments.

Adjusted operating margins for the three months ended March 31, 2021 and 2020 were (18.3)% and (8.8)%, and were (19.7)% and (4.2)% for the nine(1) months ended March 31, 2021 and 2020, respectively, and are calculated as non-GAAP operating loss divided by U.S. GAAP revenue for each respective period.

Based on projected statutory effective tax rate analyses, the non-GAAP tax provision was calculated to be approximately 1% for the three and nine(2) months ended March 31, 2021, respectively, and 22% for the three and nine months ended March 31, 2020, respectively, for all non-GAAP operating expense adjustments.

REGIS CORPORATION

Reconciliation Of Selected U.S. GAAP To Non-GAAP Financial Measures

(Dollars in thousands, except per share data)

(Unaudited)

Reconciliation of U.S. GAAP net loss per diluted share to non-GAAP net (loss) income per diluted share

Three Months Ended March 31,

Nine Months Ended March 31,

2021

2020

2021

2020

U.S. GAAP net loss per diluted share

$

(0.301

)

$

(1.884

)

$

(2.199

)

$

(2.719

)

Employee litigation reserve (1)

-

-

-

(0.013

)

Professional fees (1)

0.014

(0.003

)

0.094

0.005

Severance (1)

0.023

0.112

0.089

0.169

CEO Transition (1)

0.008

-

(0.027

)

-

Corporate office transition (1)

-

0.011

-

(0.034

)

Lease liability benefit (1)

(0.083

)

-

(0.311

)

-

Lease termination fees (1)

(0.004

)

-

0.180

-

Real estate fees (1)

0.004

-

0.015

-

Asset retirement obligation (1)

0.021

-

0.095

-

Long-lived asset impairment (1)

0.023

-

0.270

-

TBG restructuring (1)

-

0.003

-

0.050

Goodwill impairment (1)

-

0.863

-

0.833

Goodwill derecognition (1)

-

0.373

-

1.629

Gain on distribution centers (1)

(0.409

)

-

(0.410

)

-

TBG discontinued operations, net of tax

-

(0.008

)

-

(0.020

)

CARES Act

-

0.409

-

0.395

Tax asset valuation

-

0.012

-

0.012

Impact of change in weighted average shares (3)

-

-

-

0.084

Non-GAAP net (loss) income per diluted share (2)

$

(0.704

)

$

(0.112

)

$

(2.204

)

$

0.391

U.S. GAAP Weighted average shares - basic

36,011

35,815

35,929

35,958

U.S. GAAP Weighted average shares - diluted

36,011

35,815

35,929

35,958

Non-GAAP Weighted average shares - diluted (3)

36,011

35,815

35,929

37,103

REGIS CORPORATION

Reconciliation Of Selected U.S. GAAP To Non-GAAP Financial Measures

(Dollars in thousands, except per share data)

(Unaudited)

Reconciliation of U.S. GAAP net loss per diluted share to non-GAAP net (loss)income per diluted share

Three Months Ended Nine Months Ended March March 31, 31,

2021 2020 2021 2020



U.S. GAAP net loss per $ (0.301 ) $ (1.884 ) $ (2.199 ) $ (2.719 )diluted share

Employee litigation reserve - - - (0.013 )(1)

Professional fees (1) 0.014 (0.003 ) 0.094 0.005

Severance (1) 0.023 0.112 0.089 0.169

CEO Transition (1) 0.008 - (0.027 ) -

Corporate office transition - 0.011 - (0.034 )(1)

Lease liability benefit (1) (0.083 ) - (0.311 ) -

Lease termination fees (1) (0.004 ) - 0.180 -

Real estate fees (1) 0.004 - 0.015 -

Asset retirement obligation 0.021 - 0.095 - (1)

Long-lived asset impairment 0.023 - 0.270 - (1)

TBG restructuring (1) - 0.003 - 0.050

Goodwill impairment (1) - 0.863 - 0.833

Goodwill derecognition (1) - 0.373 - 1.629

Gain on distribution (0.409 ) - (0.410 ) - centers (1)

TBG discontinued - (0.008 ) - (0.020 )operations, net of tax

CARES Act - 0.409 - 0.395

Tax asset valuation - 0.012 - 0.012

Impact of change in - - - 0.084 weighted average shares (3)

Non-GAAP net (loss) income $ (0.704 ) $ (0.112 ) $ (2.204 ) $ 0.391 per diluted share (2)



U.S. GAAP Weighted average 36,011 35,815 35,929 35,958 shares - basic

U.S. GAAP Weighted average 36,011 35,815 35,929 35,958 shares - diluted

Non-GAAP Weighted average 36,011 35,815 35,929 37,103 shares - diluted (3)

(1)Based on projected statutory effective tax rate analyses, the non-GAAP tax provision was calculated to be approximately 1% for the three and nine months ended March 31, 2021, respectively, and 22% for the three and nine months ended March 31, 2020, respectively, 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) income per share reflects the weighted average shares associated with non-GAAP net (loss) income, which includes the dilutive effect of common stock equivalents. The earnings per share impact of the adjustments for the nine months ended March 31, 2020 included additional shares for common stock equivalents of 1.1 million. The impact of the adjustments described above result in the impact of the common stock equivalents to be dilutive to the non-GAAP net income per share. For the three and nine months ended March 31, 2021 and the three months ended March 31, 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.

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 (loss) income 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 nine months ended March 31, 2021, 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 (loss) income to EBITDA reconciliation, therefore there is no adjustment needed for the reconciliation from EBITDA to adjusted EBITDA.

Based on projected statutory effective tax rate analyses, the non-GAAP tax provision was calculated to be approximately 1% for the three and nine(1) months ended March 31, 2021, respectively, and 22% for the three and nine months ended March 31, 2020, respectively, for all non-GAAP operating expense adjustments.

Total is a recalculation; line items calculated individually may not sum(2) to total due to rounding.

Non-GAAP net (loss) income per share reflects the weighted average shares associated with non-GAAP net (loss) income, which includes the dilutive effect of common stock equivalents. The earnings per share impact of the adjustments for the nine months ended March 31, 2020 included additional shares for common stock equivalents of 1.1 million. The impact of the(3) adjustments described above result in the impact of the common stock equivalents to be dilutive to the non-GAAP net income per share. For the three and nine months ended March 31, 2021 and the three months ended March 31, 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.

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 (loss) income 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 nine months ended March 31, 2021, 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 (loss) income to EBITDA reconciliation, therefore there is no adjustment needed for the reconciliation from EBITDA to adjusted EBITDA.

Three Months Ended March 31, 2021

Franchise Company- Corporate Consolidated owned (1)



Consolidated reportednet income (loss), as $ 11,960 $ (12,623 ) $ (10,184 ) $ (10,847 )reported (U.S. GAAP)

Interest expense, as - - 3,163 3,163 reported

Income taxes, as - - (333 ) (333 )reported

Depreciation andamortization, as 333 1,687 1,600 3,620 reported

Long-lived asset 22 811 - 833 impairment, as reported

EBITDA (as defined $ 12,315 $ (10,125 ) $ (5,754 ) $ (3,564 )above)



Professional fees - - 480 480

Severance - - 848 848

CEO transition - - 300 300

Lease liability benefit (308 ) (2,701 ) - (3,009 )

Lease termination fees - (147 ) - (147 )

Real estate fees - 158 - 158

Gain on distribution - - (14,878 ) (14,878 )centers

Adjusted EBITDA,non-GAAP financial $ 12,007 $ (12,815 ) $ (19,004 ) $ (19,812 )measure



Three Months Ended March 31, 2020

Franchise Company- Corporate Consolidated owned (1)



Consolidated reportednet income (loss), as $ 11,082 $ (50,661 ) $ (27,962 ) $ (67,541 )reported (U.S. GAAP)

Interest expense, as - - 1,712 1,712 reported

Income taxes, as - - (979 ) (979 )reported

Depreciation andamortization, as 292 9,799 268 10,359 reported

EBITDA (as defined $ 11,374 $ (40,862 ) $ (26,961 ) $ (56,449 )above)



Professional fees - - (138 ) (138 )

Severance - - 5,136 5,136

Corporate office - - 515 515 transition

TBG restructuring 146 - - 146

Goodwill impairment, as - 40,164 - 40,164 reported

Goodwill derecognition - - 17,486 17,486

TBG discontinuedoperations, net of - - (301 ) (301 )income tax

Adjusted EBITDA,non-GAAP financial $ 11,520 $ (698 ) $ (4,263 ) $ 6,559 measure

(1)

Consolidated EBITDA margins for the three months ended March 31, 2021 and 2020 were (3.6)% and (36.7)%, respectively, and are calculated as EBITDA (as defined above) divided by U.S. GAAP revenue for each respective period. Consolidated adjusted EBITDA margins for the three months ended March 31, 2021 and 2020 were (19.8)% and 4.3%, respectively, and are calculated as adjusted EBITDA divided by U.S. GAAP revenue for each respective period.

Consolidated EBITDA margins for the three months ended March 31, 2021 and 2020 were (3.6)% and (36.7)%, respectively, and are calculated as EBITDA (as defined above) divided by U.S. GAAP revenue for each respective(1) period. Consolidated adjusted EBITDA margins for the three months ended March 31, 2021 and 2020 were (19.8)% and 4.3%, respectively, and are calculated as adjusted EBITDA divided by U.S. GAAP revenue for each respective period.

Nine Months Ended March 31, 2021

Franchise

Company- owned

Corporate

Consolidated (1)

Consolidated reported net income (loss), as reported (U.S. GAAP)

$

28,735

$

(50,739

)

$

(56,987

)

$

(78,991

)

Interest expense, as reported

-

-

10,626

10,626

Income taxes, as reported

-

-

(1,368

)

(1,368

)

Depreciation and amortization, as reported

896

11,080

5,408

17,384

Long-lived asset impairment, as reported

726

9,091

-

9,817

EBITDA (as defined above)

$

30,357

$

(30,568

)

$

(42,321

)

$

(42,532

)

Professional fees

-

-

3,422

3,422

Severance

-

-

3,239

3,239

CEO transition

-

-

(994

)

(994

)

Lease liability benefit

(606

)

(10,689

)

-

(11,295

)

Lease termination fees

-

6,523

-

6,523

Real estate fees

-

534

-

534

Gain on distribution centers

-

-

(14,878

)

(14,878

)

Adjusted EBITDA, non-GAAP financial measure

$

29,751

$

(34,200

)

$

(51,532

)

$

(55,981

)

Nine Months Ended March 31, 2020

Franchise

Company- owned

Corporate

Consolidated (1)

Consolidated reported net income (loss), as reported (U.S. GAAP)

$

33,417

$

(46,365

)

$

(84,839

)

$

(97,787

)

Interest expense, as reported

-

-

4,615

4,615

Income taxes, as reported

-

-

(5,783

)

(5,783

)

Depreciation and amortization, as reported

662

21,844

4,980

27,486

EBITDA (as defined above)

$

34,079

$

(24,521

)

$

(81,027

)

$

(71,469

)

Employee litigation reserve

-

(600

)

-

(600

)

Professional fees

-

-

223

223

Severance

-

-

8,053

8,053

Corporate office transition

-

-

(1,594

)

(1,594

)

TBG restructuring

2,368

-

-

2,368

Goodwill impairment, as reported

-

40,164

-

40,164

Goodwill derecognition

-

-

76,966

76,966

TBG discontinued operations

-

-

(753

)

(753

)

Adjusted EBITDA, non-GAAP financial measure

$

36,447

$

15,043

$

1,868

$

53,358

Nine Months Ended March 31, 2021

Franchise Company- Corporate Consolidated owned (1)



Consolidated reportednet income (loss), as $ 28,735 $ (50,739 ) $ (56,987 ) $ (78,991 )reported (U.S. GAAP)

Interest expense, as - - 10,626 10,626 reported

Income taxes, as - - (1,368 ) (1,368 )reported

Depreciation andamortization, as 896 11,080 5,408 17,384 reported

Long-lived asset 726 9,091 - 9,817 impairment, as reported

EBITDA (as defined $ 30,357 $ (30,568 ) $ (42,321 ) $ (42,532 )above)



Professional fees - - 3,422 3,422

Severance - - 3,239 3,239

CEO transition - - (994 ) (994 )

Lease liability benefit (606 ) (10,689 ) - (11,295 )

Lease termination fees - 6,523 - 6,523

Real estate fees - 534 - 534

Gain on distribution - - (14,878 ) (14,878 )centers

Adjusted EBITDA,non-GAAP financial $ 29,751 $ (34,200 ) $ (51,532 ) $ (55,981 )measure



Nine Months Ended March 31, 2020

Franchise Company- Corporate Consolidated owned (1)



Consolidated reportednet income (loss), as $ 33,417 $ (46,365 ) $ (84,839 ) $ (97,787 )reported (U.S. GAAP)

Interest expense, as - - 4,615 4,615 reported

Income taxes, as - - (5,783 ) (5,783 )reported

Depreciation andamortization, as 662 21,844 4,980 27,486 reported

EBITDA (as defined $ 34,079 $ (24,521 ) $ (81,027 ) $ (71,469 )above)



Employee litigation - (600 ) - (600 )reserve

Professional fees - - 223 223

Severance - - 8,053 8,053

Corporate office - - (1,594 ) (1,594 )transition

TBG restructuring 2,368 - - 2,368

Goodwill impairment, as - 40,164 - 40,164 reported

Goodwill derecognition - - 76,966 76,966

TBG discontinued - - (753 ) (753 )operations

Adjusted EBITDA,non-GAAP financial $ 36,447 $ 15,043 $ 1,868 $ 53,358 measure

(1)

Consolidated EBITDA margins for the nine months ended March 31, 2021 and 2020 were (13.5)% and (11.7)%, respectively, and are calculated as EBITDA (as defined above) divided by U.S. GAAP revenue for each respective period. Consolidated adjusted EBITDA margins for the nine months ended March 31, 2021 and 2020 were (17.7)% and 8.8%, respectively, and are calculated as adjusted EBITDA divided by adjusted U.S. GAAP revenue for each respective period.

Consolidated EBITDA margins for the nine months ended March 31, 2021 and 2020 were (13.5)% and (11.7)%, respectively, and are calculated as EBITDA (as defined above) divided by U.S. GAAP revenue for each respective(1) period. Consolidated adjusted EBITDA margins for the nine months ended March 31, 2021 and 2020 were (17.7)% and 8.8%, respectively, and are calculated as adjusted EBITDA divided by adjusted U.S. GAAP revenue for each respective period.

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 March 31,

2021

2020

As Adjusted EBITDA

$

12,007

$

11,520

U.S. GAAP revenue

67,931

55,837

As Adjusted EBITDA as a % of U.S. GAAP revenue

17.7

%

20.6

%

Non-margin revenue adjustments:

Franchise rental income

(31,317

)

(31,821

)

Advertising fund (fee) refund

(5,580

)

7,789

Adjusted revenue

$

31,034

$

31,805

As Adjusted EBITDA as a percent of adjusted revenue (1)

38.7

%

36.2

%

Nine Months Ended March 31,

2021

2020

As Adjusted EBITDA

$

29,751

$

36,447

U.S. GAAP revenue

198,335

208,224

As Adjusted EBITDA as a % of U.S. GAAP revenue

15.0

%

17.5

%

Non-margin revenue adjustments:

Franchise rental income

(95,885

)

(96,875

)

Advertising fund fee

(14,804

)

(13,341

)

TBG product sales

-

(2,010

)

Adjusted revenue

$

87,646

$

95,998

As Adjusted EBITDA as a percent of adjusted revenue (1)

33.9

%

38.0

%

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 March 31,

2021 2020



As Adjusted EBITDA $ 12,007 $ 11,520

U.S. GAAP revenue 67,931 55,837

As Adjusted EBITDA as a % of U.S. GAAP revenue 17.7 % 20.6 %

Non-margin revenue adjustments:

Franchise rental income (31,317 ) (31,821 )

Advertising fund (fee) refund (5,580 ) 7,789

Adjusted revenue $ 31,034 $ 31,805

As Adjusted EBITDA as a percent of adjusted 38.7 % 36.2 %revenue (1)



Nine Months Ended March 31,

2021 2020



As Adjusted EBITDA $ 29,751 $ 36,447

U.S. GAAP revenue 198,335 208,224

As Adjusted EBITDA as a % of U.S. GAAP revenue 15.0 % 17.5 %

Non-margin revenue adjustments:

Franchise rental income (95,885 ) (96,875 )

Advertising fund fee (14,804 ) (13,341 )

TBG product sales - (2,010 )

Adjusted revenue $ 87,646 $ 95,998

As Adjusted EBITDA as a percent of adjusted 33.9 % 38.0 %revenue (1)

(1)Total is a recalculation; line items calculated individually may not sum to total due to rounding.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210505006178/en/

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