What changed in this filing

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Item 1. Business

2024-08-28 compared with 2023-08-23 · 48 added, 63 removed, 252 unchanged (31% of the section changed)

Regis Corporation franchises and owns hair care salons.

The Company is listed on the NYSE under the ticker symbol "RGS." Unless the context otherwise provides, when we refer to the "Company," "we," "our," or "us," we are referring to Regis Corporation, the Registrant, together with its subsidiaries.

The Company is listed on the Nasdaq Global Market under the ticker symbol "RGS." Unless the context otherwise provides, when we refer to the "Company," "we," "our," or "us," we are referring to Regis Corporation, the Registrant, together with its subsidiaries.

As of June 30, 2024, the Company franchised or owned 4,408 locations, primarily in North America.

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The Company continually strives to improve its performance in each of these areas and to create additional points of brand differentiation versus the competition.

Table of Conte n t s

Salon Franchising Program:

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Historically, we have signed the salon lease and then subleased the space to our franchisees.

However, moving forward, for new locations and some lease renewals, we will seek for franchisees to sign the salon leases directly with the landlords.

We have the right to approve salon leases.

The Company's salons range from 500 to 5,000 square feet, with the typical salon approximating 1,200 square feet.

Standards of Operations.

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New franchisees enter into a franchise agreement concurrent with the opening of their first store, along with a development agreement with the right to open two additional locations.

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Franchisee Training.

The Company provides new franchisees with training, focusing on the various aspects of salon management, including operations, management training, marketing fundamentals and controls.

Existing franchisees receive training, counseling and information from the Company on a regular basis.

Existing franchisees receive

training, counseling, and information from the Company on a regular basis.

The Company provides franchise salon managers and stylists with access to technical training resources.

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We believe the ability to serve walk-in appointments and minimize guest wait times are essential elements in delivering an efficient guest experience.

Our mobile applications and online check-in capabilities, including check-ins directly from Google ® , allow us to capitalize on our guests' desire for convenience.

Our mobile applications and online check-in capabilities allow us to capitalize on our guests' desire for convenience by allowing for future check-ins with optional stylist selection, and offering predicted wait times for guests who wish to walk in.

Our franchisees continue to focus on stylist staffing and retention, optimizing schedules, balancing variable labor hours with guest traffic, and managing guest wait times.

Our franchise salons are located in high-traffic strip centers and Walmart Supercenters, with guest parking and easy access, and are generally open seven days per week to offer guests a variety of convenient ways to fulfill their beauty needs.

Our franchise salons are located in high-traffic strip centers and Walmart Supercenters with guest parking and easy access to offer guests a variety of convenient ways to fulfill their beauty needs.

Our Company depends on the stylists in our system to help deliver great guest experiences.

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Retail Assortments.

Salons sell nationally recognized hair care and beauty products, as well as an assortment of company-owned brand products.

Salons sell nationally recognized hair care and beauty products.

The top selling brands within the Company’s retail assortment include:

L'Oreal Professional Brands and John Paul Mitchell.

Stylists are compensated and regularly trained to sell hair care and beauty products to their guests.

Additionally, guests are encouraged to purchase products after stylists demonstrate their efficacy by using them in the styling of our guests' hair.

The top selling brands within the Company's retail assortment include:

L'Oreal Professional Brands, Regis Private Label Brand, Designline ® , and Paul Mitchell.

We also distribute our Designline brand through distribution channels, including Amazon.com and Walmart.com.

Our marketing is brand specific and funded primarily from contractual contributions, based on sales, to the brand's cooperative advertising funds.

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See Note 3 to the Consolidated Financial Statements in Part II, Item 8, of this Form 10-K.

We expect all our salons will transition to the Zenoti salon technology platform.

As of August 2024, all our salons have transitioned to the Zenoti salon technology platform.

We also use mobile applications to allow guests to view wait times and interact in other ways with salons.

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Salon Support is primarily located in Minneapolis, Minnesota while allowing for hybrid and remote work.

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Salon Concepts:

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This concept appeals to men, women, and children.

The Company has 2,082 franchised and seven company-owned Supercuts locations throughout North America.

The Company has 1,946 franchised and 3 company-owned Supercuts locations throughout North America.

SmartStyle/Cost Cutters in Walmart stores.

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Total franchise and company-owned salons 4,408 4,863 5,500

Table of Conte n t s

Constructed locations (net relocations)

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Total company-owned salons (41) (37) (61)

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Conversions (including net franchisee transactions) (2)

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

(2) During fiscal years 2023, 2022 and 2021, the Company acquired 0, 0 and 1 salon locations, respectively, from franchisees.

(2) During fiscal years 2024, 2023, and 2022, the Company sold 10, 1, and 110 salon locations, respectively, to franchisees.

Table of Conte n t s

Affiliated Ownership Interest:

The Company maintains a non-controlling 55.1% ownership interest in Empire Education Group, Inc.

(EEG), which is accounted for as an equity method investment.

The Company previously maintained a non-controlling 55.1% ownership interest in Empire Education Group, Inc.

(EEG), which was accounted for as an equity method investment.

EEG operates accredited cosmetology schools.

We entered into an agreement to sell our stake in EEG to the controlling owner in fiscal year 2020, the closing of which is pending state approvals.

The sale is not expected to have a significant impact on the Company's operations or financial position.

In May 2024, the Company sold its stake in EEG to the controlling owner.

The sale did not have a significant impact on the Company's operations or financial position.

When the Company held a majority ownership interest in EEG it was a co-signatory to the Title IV program participation agreements of the EEG schools with the Department of Education.

As a co-signatory to the Title IV program participation agreements, the Department of Education could hold the Company responsible for EEG's Title IV program liabilities.

In connection with the sale, Regis is no longer a co-signatory to the Title IV program participation agreements of the EEG schools with the Department of Education.

Corporate Trademarks:

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Additionally, 68% of the Company's leadership positions are held by women.

Table of Conte n t s

Families First

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Development and Engagement

Continuous employee development and engagement are essential to creating a high-performance culture.

In fiscal years 2023 and 2022, we increased our investment in learning and development.

In addition to the resources available on our internal Learning Hub, we launched our Beauty of Series , which consists of interactive sessions designed to help our employees unleash their potential.

We surveyed our employees to provide them with an opportunity to share anonymous feedback with management in a variety of areas, including support from leadership, communication and collaboration, growth and career opportunities, available resources, and recognition.

Leaders reviewed the results to determine opportunities and develop action plans for their teams to improve engagement and the overall employee experience.

We introduced Regis Listens , which highlights offerings that we've implemented as a result of employee feedback to show employees that we are listening.

We continued our investment in learning and development by adding more content to the Learning Hub and the Beauty of Series.

In fiscal year 2024, we included content on diversity, equity, and inclusion to further this commitment, raise awareness, and enhance engagement through inclusivity.

Corporate Responsibility

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The Company also specifically condemns human trafficking and abuse of child labor.

Table of Conte n t s

Governmental Regulations:

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The Company believes it is operating in substantial compliance with applicable laws and regulations governing all its operations.

The Company maintains an ownership interest in Empire Education Group, Inc.

Beauty schools derive a significant portion of their revenue from student financial assistance originating from the U.S.

Department of Education's Title IV Higher Education Act of 1965.

For the students to receive financial assistance at the schools, the beauty schools must maintain eligibility requirements established by the U.S.

Department of Education.

In 2020, the Company signed an agreement to sell our ownership interest in EEG to the other owner.

The transaction is subject to state ownership transfer approvals.

The Company previously maintained an ownership interest in Empire Education Group, Inc.

In May 2024, the Company sold its ownership interest in EEG to the other owner.

The sale did not have a significant impact on the Company's operations or financial position.

When the Company held a majority ownership interest in EEG it was a co-signatory to the Title IV program participation agreements of the EEG schools with the Department of Education.

As a co-signatory to the Title IV program participation agreements, the Department of Education could hold the Company responsible for EEG's Title IV program liabilities.

In connection with the sale, Regis is no longer a co-signatory to the Title IV program participation agreements of the EEG schools with the Department of Education.

Financial Information about Foreign and North American Operations

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The Company makes available, free of charge, copies of its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after filing such material electronically or otherwise furnishing it to the SEC.

Table of Conte n t s

Executive Officers of the Registrant:

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John Davi 46 Executive Vice President, Chief Digital Officer

Michelle DeVore 39 Senior Vice President, Marketing

Michelle DeVore 40 Senior Vice President, Head of Marketing

Matthew Doctor 37 President and Chief Executive Officer

Michael Ferranti 40 Executive Vice President, Chief People Officer

Jim Lain 59 Executive Vice President, Chief Operating Officer

James Suarez 48 Senior Vice President, Merchandising and Education

Michael Ferranti 41 Executive Vice President, Brand Operations - SmartStyle, First Choice Hair, Roosters, and Portfolio Brands

Jim Lain 60 Executive Vice President, Brand Operations - Supercuts and Cost Cutters

James Suarez 49 Executive Vice President, Merchandising and Education

Kersten Zupfer 49 Executive Vice President, Chief Financial Officer

3 unchanged sentences

Davi served as an advisor at Apostrophe, a wellness and fitness services company, from July 2012 to October 2021, as Chief Product Officer for BriteCore, a cloud-based insurance solution for personal and commercial insurance providers, from November 2019 to November 2020, Senior Vice President of Product at MINDBODY, Inc., a wellness and fitness services company, from February 2018 to September 2019, founding Vice President of Product for Diffbot, and Head of Engineering for Cisco Systems' Media Solutions Group.

Michelle DeVore was appointed to Senior Vice President, Marketing in August 2022.

Michelle DeVore was appointed to Head of Marketing in August 2022.

Prior to joining the Company, Ms.

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Prior to European Wax Center, Ms.

DeVore served as consultant at StudioMDV, LLC, an advertising services company, from March 2019 to August 2022, as Vice President E-commerce Marketing at Aerus LLC, an air and surface purification manufacturer, from October 2017 to March 2019, and she directed digital transformation and growth in a variety of roles and as a consultant focused on brand strategy, digital innovation and e-commerce.

DeVore served as a consultant at StudioMDV, LLC, an advertising services company, from March 2019 to August 2022, as Vice President E-commerce Marketing at Aerus, LLC, an air and surface purification manufacturer, from October 2017 to March 2019, and she directed digital transformation and growth in a variety of roles and as a consultant focused on brand strategy, digital innovation and e-commerce.

Matthew Doctor was appointed to President and Chief Executive Officer in May 2022, after holding such position on an interim basis since December 2021.

3 unchanged sentences

Doctor worked in business development at Restaurant Brands International and was in investment banking with J.P.

Michael Ferranti was appointed to Executive Vice President and Chief People Officer in December 2021.

Previously, he served as Senior Vice President, People and Culture from March 2021 to December 2021.

Before joining the Company, Mr.

Ferranti served as Head of M&A and Franchising for Subway Restaurants U.S.

and Canada, a restaurant brand, from September 2020 to March 2021.

Prior to Subway Restaurants, Mr.

Ferranti served as Global Head of Development, HR, IT - Chief Administrative Officer of Le Pain Quotidien, a chain of bakery restaurants, from October 2018 to November 2019, and held a variety of leadership roles with KraftHeinz and Restaurant Brands International previous to that.

Jim Lain was appointed to Executive Vice President and Chief Operating Officer in December 2021.

Previously, he served as President of SmartStyle from June 2021 to December 2021 and President of Portfolio Brands from December 2020 to June 2021.

Lain served as a consultant to the Company from July 2020 to December 2020 and as Executive Vice President and Chief Operating Officer from November 2013 to July 2020.

Before joining the Company, Mr.

Lain served as Vice President at Gap, Inc.

from August 2006 to November 2013.

James Suarez was appointed to Senior Vice President, Merchandising and Education in February 2022.

Prior to his promotion to Senior Vice President, Merchandising and Education, Mr.

Suarez had 25 years of combined salon operations and education experience at the Company, including as Vice President of Merchandising and Education from October 2021 to February 2022 and as Vice President of Education from August 2017, and he also holds a seat on the board of directors of Empire Education Group, Inc.

Michael Ferranti was appointed to Executive Vice President, Brand Operations - SmartStyle, First Choice Hair, Roosters, and Portfolio Brands in August 2024.

Since joining the company in March 2021, he has held various leadership roles, including overseeing the People, Legal, and Real Estate functions.

Before joining Regis, Michael was Head of M&A for Subway Restaurants North America and Global Head of Development, HR, IT, and Chief Administrative Officer at Le Pain Quotidien, an international bakery chain.

He also served as Vice President of People & Performance for the U.S.

and Canada at Kraft Heinz.

Michael’s extensive franchising background began at Burger King, where he held various roles, including Vice President of People, Procurement, Finance & IT, and Vice President, General Manager for South and Southeast Asia, based in Singapore.

He later became CEO of Perfect Combo Limited, a Burger King franchisee, leading operations in Hong Kong and Taiwan.

Jim Lain was appointed to Executive Vice President, Brand Operations - Supercuts and Cost Cutters in August 2024.

Previously, as Executive Vice President and Chief Operating Officer, Jim played a pivotal role in transforming Regis into a leader in the haircare industry.

Joining Regis in 2013, Jim brought over 25 years of operations leadership experience, where he spearheaded initiatives that drove operational excellence and elevated the performance of iconic brands like Supercuts, SmartStyle, Cost Cutters, First Choice Haircutters, Roosters, and other legacy brands.

Before Regis, Jim made significant contributions at Gap Inc., where he served as Vice President of Operations for Gap Specialty Stores in the U.S.

In this role, he was responsible for steering a $2.5 billion business across 750 stores, enhancing operational efficiency, and driving growth in a highly competitive market.

Prior to his experience with Gap, Jim was Vice President of Operations at Galyan's Trading Company Inc.

/ Dick's Sporting Goods and held several field management positions at Target Stores Inc.

James Suarez was appointed to Executive Vice President, Merchandising and Education in August 2023.

Prior to his promotion to Executive Vice President, Merchandising and Education, Mr.

Suarez had 26 years of combined salon operations and education experience at the Company, including Senior Vice President of Merchandising and Education from March 2022 to August 2023, Vice President of Merchandising and Education from October 2021 to February 2022 and as Vice President of Education from August 2017.

Kersten Zupfer was appointed to Executive Vice President and Chief Financial Officer in November 2019.

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Zupfer served as Senior Vice President and Chief Accounting Officer from November 2017 to November 2019, prior to which she served as Vice President, Corporate Controller and Chief Accounting Officer from December 2014 to November 2017.

Table of Conte n t s

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business