Cover Page
Cover Page - shares | 6 Months Ended | |
Dec. 31, 2022 | Jan. 26, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Dec. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 1-12725 | |
Entity Registrant Name | Regis Corp | |
Entity Incorporation, State or Country Code | MN | |
Entity Tax Identification Number | 41-0749934 | |
Entity Address, Address Line One | 3701 Wayzata Boulevard, | |
Entity Address, City or Town | Minneapolis | |
Entity Address, State or Province | MN | |
Entity Address, Postal Zip Code | 55416 | |
City Area Code | 952 | |
Local Phone Number | 947-7777 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Stock, $0.05 par value | |
Trading Symbol | RGS | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 45,564,673 | |
Entity Central Index Key | 0000716643 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited) - USD ($) $ in Thousands | Dec. 31, 2022 | Jun. 30, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 9,406 | $ 17,041 |
Receivables, net | 13,962 | 14,531 |
Inventories, net | 2,623 | 3,109 |
Other current assets | 18,138 | 13,984 |
Total current assets | 44,129 | 48,665 |
Property and equipment, net | 8,692 | 12,835 |
Goodwill (Note 1) | 173,337 | 174,360 |
Other intangibles, net | 2,917 | 3,226 |
Right of use asset (Note 8) | 430,979 | 493,749 |
Other assets | 27,622 | 36,465 |
Total assets | 687,676 | 769,300 |
Current liabilities: | ||
Accounts payable | 17,277 | 15,860 |
Accrued expenses | 27,690 | 33,784 |
Short-term lease liability (Note 8) | 93,940 | 103,196 |
Total current liabilities | 138,907 | 152,840 |
Long-term debt, net (Note 9) | 174,846 | 179,994 |
Long-term lease liability (Note 8) | 352,212 | 408,445 |
Other non-current liabilities | 53,346 | 58,974 |
Total liabilities | 719,311 | 800,253 |
Commitments and contingencies (Note 6) | ||
Shareholders' deficit: | ||
Common stock, $0.05 par value; issued and outstanding, 45,562,555 and 45,510,245 common shares at December 31, 2022 and June 30, 2022, respectively | 2,278 | 2,276 |
Additional paid-in capital | 63,543 | 62,562 |
Accumulated other comprehensive income | 8,729 | 9,455 |
Accumulated deficit | (106,185) | (105,246) |
Total shareholders' deficit | (31,635) | (30,953) |
Total liabilities and shareholders' deficit | $ 687,676 | $ 769,300 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited) (Parenthetical) - $ / shares | Dec. 31, 2022 | Jun. 30, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock par value (in dollars per share) | $ 0.05 | $ 0.05 |
Common stock issued (in shares) | 45,562,555 | 45,510,245 |
Common stock outstanding (in shares) | 45,562,555 | 45,510,245 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Revenues: | |||||
Franchise | $ 28,886 | $ 33,772 | $ 59,216 | $ 67,534 | |
Total revenue | 59,967 | 69,270 | 121,838 | 146,088 | |
Operating expenses: | |||||
Inventory reserve | 1,228 | 0 | 1,228 | 0 | |
General and administrative | 11,747 | 15,082 | 26,108 | 35,866 | |
Rent | 28,900 | 33,800 | 59,200 | 67,500 | |
Advertising fund expense | 7,965 | 8,021 | 16,216 | 16,136 | |
Depreciation and amortization | 3,793 | 1,605 | 5,044 | 3,144 | |
Long-lived asset impairment | 0 | 52 | 0 | 215 | |
Total operating expenses | 59,237 | 69,758 | 118,638 | 151,461 | |
Operating income (loss) | 730 | (488) | 3,200 | (5,373) | |
Other expense: | |||||
Interest expense | (4,519) | (3,270) | (8,336) | (6,397) | |
Loss from sale of salon assets to franchisees, net | 0 | (615) | 0 | (1,695) | |
Other, net | 1,248 | 99 | 785 | (140) | |
Loss from operations before income taxes | (2,541) | (4,274) | (4,351) | (13,605) | |
Income tax benefit (expense) | 0 | 164 | (28) | 213 | |
Loss from continuing operations | (2,541) | (4,110) | (4,379) | (13,392) | |
Income (loss) from discontinued operations (Note 3) | 134 | (818) | 3,440 | (1,914) | |
Net loss | $ (2,407) | $ (4,928) | $ (939) | $ (15,306) | |
Basic and diluted: | |||||
Loss from continuing operations, basic (in dollars per share) | $ (0.06) | $ (0.09) | $ (0.10) | $ (0.32) | |
Loss from continuing operations, diluted (in dollars per share) | (0.06) | (0.09) | (0.10) | (0.32) | |
Income (loss) from discontinued operations, basic (in dollars per share) | 0 | (0.02) | 0.07 | (0.05) | |
Income (loss) from discontinued operations, diluted (in dollars per share) | 0 | (0.02) | 0.07 | (0.05) | |
Net loss per share, basic (in dollars per share) | [1] | (0.05) | (0.11) | (0.02) | (0.37) |
Net loss per share, diluted (in dollars per share) | $ (0.05) | $ (0.11) | $ (0.02) | $ (0.37) | |
Weighted average common and common equivalent shares outstanding: | |||||
Basic (in shares) | 46,148 | 45,721 | 46,091 | 41,274 | |
Diluted (in shares) | 46,148 | 45,721 | 46,091 | 41,274 | |
Non-Franchise Lease | |||||
Operating expenses: | |||||
Rent | $ 2,090 | $ 3,042 | $ 3,843 | $ 4,789 | |
Franchisor | |||||
Operating expenses: | |||||
Rent | 28,886 | 33,772 | 59,216 | 67,534 | |
Royalties | |||||
Revenues: | |||||
Revenues | 16,158 | 16,125 | 33,338 | 32,726 | |
Fees | |||||
Revenues: | |||||
Revenues | 3,238 | 3,881 | 5,791 | 6,208 | |
Product sales to franchisees | |||||
Revenues: | |||||
Revenues | 1,107 | 2,428 | 1,550 | 10,436 | |
Operating expenses: | |||||
Cost of product sales to franchisees | 1,310 | 3,117 | 1,780 | 10,766 | |
Advertising fund contributions | |||||
Revenues: | |||||
Revenues | 7,965 | 8,021 | 16,216 | 16,136 | |
Company-owned salon revenue | |||||
Revenues: | |||||
Revenues | 2,613 | 5,043 | 5,727 | 13,048 | |
Operating expenses: | |||||
Company-owned salon expense | [2] | $ 2,218 | $ 5,067 | $ 5,203 | $ 13,011 |
[1]Total is a recalculation; line items calculated individually may not sum to total due to rounding.[2]Includes cost of service and product sold to guests in our Company-owned salons. Excludes general and administrative expense, rent and depreciation and amortization related to Company-owned salons |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (2,407) | $ (4,928) | $ (939) | $ (15,306) |
Foreign currency translation adjustments | 132 | 36 | (726) | (438) |
Comprehensive loss | $ (2,275) | $ (4,892) | $ (1,665) | $ (15,744) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Retained Earnings (Accumulated Deficit) |
Balance (in shares) at Jun. 30, 2021 | 35,795,844 | ||||
Balance at Jun. 30, 2021 | $ 17,046 | $ 1,790 | $ 25,102 | $ 9,543 | $ (19,389) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (15,306) | (15,306) | |||
Foreign currency translation | (438) | (438) | |||
Issuance of common stock, net of offering costs (in shares) | 9,295,618 | ||||
Issuance of common stock, net of offering costs | 37,185 | $ 465 | 36,720 | ||
Stock-based compensation | 305 | 305 | |||
Net restricted stock activity (in shares) | 398,612 | ||||
Net restricted stock activity | (504) | $ 22 | (526) | ||
Balance (in shares) at Dec. 31, 2021 | 45,490,074 | ||||
Balance at Dec. 31, 2021 | 38,288 | $ 2,277 | 61,601 | 9,105 | (34,695) |
Balance (in shares) at Sep. 30, 2021 | 43,964,489 | ||||
Balance at Sep. 30, 2021 | 39,810 | $ 2,198 | 58,310 | 9,069 | (29,767) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (4,928) | (4,928) | |||
Foreign currency translation | 36 | 36 | |||
Issuance of common stock, net of offering costs (in shares) | 1,223,314 | ||||
Issuance of common stock, net of offering costs | 4,992 | $ 61 | 4,931 | ||
Stock-based compensation | (1,374) | (1,374) | |||
Net restricted stock activity (in shares) | 302,271 | ||||
Net restricted stock activity | (248) | $ 18 | (266) | ||
Balance (in shares) at Dec. 31, 2021 | 45,490,074 | ||||
Balance at Dec. 31, 2021 | $ 38,288 | $ 2,277 | 61,601 | 9,105 | (34,695) |
Balance (in shares) at Jun. 30, 2022 | 45,510,245 | 45,510,245 | |||
Balance at Jun. 30, 2022 | $ (30,953) | $ 2,276 | 62,562 | 9,455 | (105,246) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (939) | (939) | |||
Foreign currency translation | (726) | (726) | |||
Stock-based compensation | 1,020 | 1,020 | |||
Net restricted stock activity (in shares) | 52,310 | ||||
Net restricted stock activity | $ (37) | $ 2 | (39) | ||
Balance (in shares) at Dec. 31, 2022 | 45,562,555 | 45,562,555 | |||
Balance at Dec. 31, 2022 | $ (31,635) | $ 2,278 | 63,543 | 8,729 | (106,185) |
Balance (in shares) at Sep. 30, 2022 | 45,536,525 | ||||
Balance at Sep. 30, 2022 | (29,860) | $ 2,277 | 63,044 | 8,597 | (103,778) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (2,407) | (2,407) | |||
Foreign currency translation | 132 | 132 | |||
Stock-based compensation | 524 | 524 | |||
Net restricted stock activity (in shares) | 26,030 | ||||
Net restricted stock activity | $ (24) | $ 1 | (25) | ||
Balance (in shares) at Dec. 31, 2022 | 45,562,555 | 45,562,555 | |||
Balance at Dec. 31, 2022 | $ (31,635) | $ 2,278 | $ 63,543 | $ 8,729 | $ (106,185) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Cash flows from operating activities: | |||
Net loss | $ (939) | $ (15,306) | |
Adjustments to reconcile net loss to cash used in operating activities: | |||
Gain from sale of OSP (Note 3) | (4,034) | 0 | |
Depreciation and amortization | 4,647 | 3,284 | |
Long-lived asset impairment | 0 | 215 | |
Deferred income taxes | 28 | (529) | |
Inventory reserve | 1,228 | 0 | |
Loss from sale of salon assets to franchisees, net | 0 | 1,695 | |
Stock-based compensation | 1,111 | 305 | |
Amortization of debt discount and financing costs | 1,391 | 920 | |
Other non-cash items affecting earnings | 376 | 551 | |
Changes in operating assets and liabilities, excluding the effects of asset sales | [1] | (10,722) | (15,463) |
Net cash used in operating activities | (6,914) | (24,328) | |
Cash flows from investing activities: | |||
Capital expenditures | (361) | (2,947) | |
Proceeds from sale of OSP, net of fees | 4,000 | 0 | |
Net cash provided by (used in) investing activities | 3,639 | (2,947) | |
Cash flows from financing activities: | |||
Borrowings on credit facility | 11,357 | 10,000 | |
Repayments of long-term debt | (8,535) | (2,734) | |
Debt refinancing fees | (4,383) | 0 | |
Proceeds from issuance of common stock, net of offering costs | 0 | 37,185 | |
Taxes paid for shares withheld | (35) | (823) | |
Net cash (used in) provided by financing activities | (1,596) | 43,628 | |
Effect of exchange rate changes on cash and cash equivalents | (135) | (134) | |
(Decrease) increase in cash, cash equivalents, and restricted cash | (5,006) | 16,219 | |
Cash, cash equivalents and restricted cash: | |||
Beginning of period | 27,464 | 29,152 | |
End of period | $ 22,458 | $ 45,371 | |
[1]Changes in operating assets and liabilities exclude assets and liabilities sold. |
BASIS OF PRESENTATION OF UNAUDI
BASIS OF PRESENTATION OF UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION OF UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | BASIS OF PRESENTATION OF UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: The unaudited interim Condensed Consolidated Financial Statements of Regis Corporation (the Company) as of December 31, 2022 and for the three and six months ended December 31, 2022 and 2021, reflect, in the opinion of management, all adjustments necessary to fairly state the consolidated financial position of the Company as of December 31, 2022 and its consolidated results of operations, comprehensive loss, shareholders' deficit and cash flows for the interim periods. Adjustments consist only of normal recurring items, except for any discussed in the notes below. The results of operations and cash flows for any interim period are not necessarily indicative of results of operations and cash flows for the full year. The accompanying interim unaudited Condensed Consolidated Financial Statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, they do not include all disclosures required by accounting principles generally accepted in the United States of America (GAAP). The unaudited interim Condensed Consolidated Financial Statements should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended June 30, 2022 and other documents filed or furnished with the SEC during the current fiscal year. Inventories: The Company has inventory valuation reserves for excess and obsolete inventories or other factors that may render inventories unmarketable at their historical costs. The Company exited its distribution centers in fiscal year 2022 and now stores inventory at a third-party facility. To facilitate the exit of the distribution centers, the Company sold inventory at discounts. The inventory valuation reserve as of December 31, 2022 and June 30, 2022 was $1.9 and $1.9 million, respectively. In the three and six months ended December 31, 2022, an inventory reserve charge of $1.2 million was recorded in Inventory reserve on the unaudited Condensed Consolidated Statement of Operations. In the three and six months ended December 31, 2021, an inventory reserve charge of $1.2 and $1.5 million, respectively, was recorded in Company-owned salon expense on the unaudited Condensed Consolidated Statement of Operations. As of December 31, 2022 and June 30, 2022, the Company had inventory related to discontinued operations of $1.3 and $1.8 million, respectively, net of a reserve of $1.3 and $1.1 million, respectively. The increase in the reserve during fiscal year 2023 reduced the gain from discontinued operations. See Note 3 to the unaudited Condensed Consolidated Financial Statements. Goodwill: As of December 31, 2022 and June 30, 2022, the Franchise reporting unit had $173.3 and $174.4 million, respectively, of goodwill. The change in goodwill for the six months ended December 31, 2022 is due to foreign currency translation. The Company assesses goodwill impairment on an annual basis, during the Company's fourth fiscal quarter, and between annual assessments if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. An interim impairment analysis was not required in the three and six months ended December 31, 2022. Depreciation: Depreciation expense in the three months ended December 31, 2022 and 2021 includes $0.2 and $0.3 million, respectively, and for the six months ended December 31, 2022 and 2021 includes $0.4 and $0.6 million, respectively, of asset retirement obligations, which are cash expenses. Depreciation expense in the three and six months ended December 31, 2022 includes a $2.6 million accelerated depreciation charge related to the consolidation of office space within the Company's corporate headquarters. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 6 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION: Revenue Recognition and Deferred Revenue: Revenue recognized over time Royalty and advertising fund revenues represent sales-based royalties that are recognized in the period in which the sales occur. Generally, royalty and advertising fund revenues are billed and collected monthly in arrears. Advertising fund revenues and expenditures, which must be spent on marketing and related activities per the franchise agreements, are recorded on a gross basis within the unaudited Condensed Consolidated Statement of Operations. The treatment increases both the gross amount of reported revenue and expense and generally has no impact on operating income and net income. Franchise fees are billed and received upon the signing of the franchise agreement. Recognition of these fees is deferred until the salon opens and is then recognized over the term of the franchise agreement, which is typically 10 years. Franchise rental income is a result of the Company signing leases on behalf of franchisees and entering into sublease arrangements with the franchisees. The Company recognizes franchise rental income and expense when it is due to the landlord. Revenue recognized at point of sale Company-owned salon revenues are recognized at the time when the services are provided or the guest receives and pays for the merchandise. Revenues from purchases made with gift cards are also recorded when the guest takes possession of the merchandise or services are provided. Gift cards issued by the Company are recorded as a liability (deferred revenue) upon sale and recognized as revenue upon redemption by the guest. Gift card breakage, the amount of gift cards which will not be redeemed, is recognized proportional to redemptions using estimates based on historical redemption patterns. Product sales to franchisees and other partners are recorded at the time product is delivered. Information about receivables, broker fees and deferred revenue subject to the current revenue recognition guidance is as follows: December 31, June 30, Balance Sheet Classification (Dollars in thousands) Receivables from contracts with customers, net $ 9,419 $ 10,263 Receivables, net Broker fees 14,006 15,592 Other assets Deferred revenue: Current Gift card liability $ 1,950 $ 2,037 Accrued expenses Deferred franchise fees open salons 5,533 5,770 Accrued expenses Total current deferred revenue $ 7,483 $ 7,807 Non-current Deferred franchise fees unopened salons $ 2,664 $ 3,211 Other non-current liabilities Deferred franchise fees open salons 23,963 26,827 Other non-current liabilities Total non-current deferred revenue $ 26,627 $ 30,038 Receivables relate primarily to payments due for royalties, advertising fees, rent, product sales and sales of salon services and product paid by credit card. The receivables balance is presented net of an allowance for expected losses (i.e., doubtful accounts), primarily related to receivables from franchisees. The following table is a rollforward of the allowance for doubtful accounts for the period: Six Months Ended December 31, 2022 2021 (Dollars in thousands) Balance at beginning of period $ 6,559 $ 7,774 Provision for doubtful accounts 369 (41) Provision for franchisee rent (1) (208) 811 Reclass of accrued rent (2) 73 396 Write-offs (1,129) (589) Balance at end of period $ 5,664 $ 8,351 _______________________________________________________________________________ (1) The provision for franchisee rent is recognized as rent in the unaudited Condensed Consolidated Statement of Operations. (2) The reclass of accrued rent represents franchisee rent obligations guaranteed by the Company that were unbilled and deemed unrecoverable as of June 30, 2021. The amounts billed in fiscal years 2023 and 2022 and the related accrual were reclassified to allowance for doubtful accounts. Broker fees are the costs associated with using external brokers to identify new franchisees. These fees are paid upon the signing of the franchise agreement and recognized as general and administrative expense over the term of the franchise agreement. The following table is a rollforward of the broker fee balance for the periods indicated: Six Months Ended December 31, 2022 2021 (Dollars in thousands) Balance at beginning of period $ 15,592 $ 19,254 Additions — 25 Amortization (1,586) (1,625) Write-offs — (366) Balance at end of period $ 14,006 $ 17,288 Deferred franchise fees related to open salons are generally recognized on a straight-line basis over the term of the franchise agreement. Franchise fee revenue for the three months ended December 31, 2022 and 2021 was $1.7 and $1.6 million, respectively, and for the six months ended December 31, 2022 and 2021 was $3.2 and $3.2 million, respectively. Estimated revenue expected to be recognized in the future related to deferred franchise fees for open salons as of December 31, 2022 is as follows (in thousands): Remainder of 2023 $ 2,766 2024 5,378 2025 4,986 2026 4,521 2027 4,058 Thereafter 7,787 Total $ 29,496 |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 6 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS: On June 30, 2022, the Company sold its Opensalon ® Pro (OSP) solution to Soham Inc. The Company received $13.0 million in proceeds in June 2022 and in the six months ended December 31, 2022, received an additional $4.5 million in proceeds, net of a $0.5 million transaction fee. As a result of the sale, the Company classified the OSP business as discontinued operations in the financial statements for all periods presented. No income taxes have been allocated to discontinued operations based on the methodology required by accounting for income taxes guidance. The following summarizes the results of discontinued operations for the periods presented: Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 (Dollars in thousands) Discontinued operations: OSP fees $ — $ 986 $ (226) $ 1,924 Cost of product sales to franchisees — (302) — (766) General and administrative — (902) (27) (1,907) Rent 26 (46) (341) (102) Depreciation and amortization — (375) — (705) Interest expense — (179) — (358) Gain from sale of OSP 108 — 4,034 — Gain (loss) from OSP discontinued operations, net $ 134 $ (818) $ 3,440 $ (1,914) |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 6 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | SHAREHOLDERS' EQUITY: Stock-Based Employee Compensation: During the three and six months ended December 31, 2022, the Company granted various equity awards including stock options and stock appreciation rights as follows: Three Months Ended December 31, 2022 Six Months Ended December 31, 2022 Stock options (SOs) 615,000 1,600,000 Stock appreciation rights (SARs) — 600,000 The SOs and SARs granted during the three and six months ended December 31, 2022 vest in equal amounts over a one Total compensation cost for stock-based payment arrangements totaling $0.6 and $(1.4) million for the three months ended December 31, 2022 and 2021, respectively, and $1.1 and $0.3 million for the six months ended December 31, 2022 and 2021, respectively, were recorded within general and administrative expense on the unaudited Condensed Consolidated Statement of Operations. In the three and six months ended December 31, 2021, stock compensation includes a benefit related to executive forfeitures of $2.0 million. Share Issuance Program: In fiscal year 2021, the Company filed a $150.0 million shelf registration statement and $50.0 million prospectus supplement with the Securities and Exchange Commission (SEC) under which it may offer and sell, from time to time, up to $50.0 million worth of its Class A common stock in "at-the-market" offerings. During the six months ended December 31, 2022, the Company did not issue any shares. During the six months ended December 31, 2021, the Company issued 9.3 million shares and received net proceeds of $37.2 million. As of December 31, 2022, $11.6 million remains under the prospectus supplement, which equates to 9.5 million shares based on the share price as of December 31, 2022. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES: A summary of income tax benefit (expense) and corresponding effective tax rates is as follows: Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 (Dollars in thousands) Income tax benefit (expense) $ — $ 164 $ (28) $ 213 Effective tax rate — % 3.8 % (0.6) % 1.6 % The recorded tax provision and effective tax rates for the three and six months ended December 31, 2022 and 2021 were different than what would normally be expected, primarily due to the impact of the deferred tax valuation allowance. On August 16, 2022, the Inflation Reduction Act (the IRA) was signed into law. The IRA contains a number of tax related provisions, including a 15% minimum corporate income tax on certain large corporations, as well as an excise tax on stock repurchases. The Company has evaluated the IRA and does not expect it to have a material impact on the Company's consolidated financial statements. With limited exceptions, due to net operating loss carryforwards, our federal, state and foreign tax returns are open to examination for all years since 2014, 2012 and 2016, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES: The Company is a plaintiff or defendant in various lawsuits and claims arising out of the normal course of business. Like certain other franchisors, the Company has faced allegations of franchise regulation and agreement violations. Additionally, because the Company may be the tenant under a master lease for a location subleased to a franchisee, the Company has faced allegations of nonpayment of rent and associated charges. Further, similar to other large retail employers, the Company has faced, and may continue to face, allegations of purported class-wide consumer and wage and hour violations. During the three and six months ended December 31, 2022, the Company recorded $0.4 and $0.9 million, respectively, of expense related to litigation, and $0.6 and $1.1 million was paid during the three and six months ended December 31, 2022, respectively. The Company's previous point-of-sale system supplier had challenged the development of certain parts of the Company's technology systems in litigation brought in the Northern District of California. The Company and the supplier entered into an agreement, effective June 25, 2021, that provided for the dismissal of the lawsuit and set forth a Transition Services Agreement pursuant to which the supplier will assist in the transfer of franchise salons from its point-of-sale system to the Company's salon management system, OSP. The Company and the supplier entered into an amendment to the Settlement Agreement, effective June 15, 2022, in which the Company agreed to pay $2.0 million to the supplier in installments commencing on June 15, 2022, and ending on December 10, 2022, in consideration of a release of claims arising out of or related to the Transition Services Agreement and for the supplier to continue to provide the services set forth in that agreement. As of December 31, 2022, the Company has made all payments under the agreement. Litigation is inherently unpredictable, and the outcome of these matters cannot presently be determined. Although the actions are being vigorously defended, the Company could incur judgments in the future or enter into settlements of claims that could have a material adverse effect on its results of operations in any particular period. |
CASH, CASH EQUIVALENTS AND REST
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 6 Months Ended |
Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | CASH, CASH EQUIVALENTS AND RESTRICTED CASH: The table below reconciles the cash and cash equivalents balances and restricted cash balances, recorded within other current assets on the unaudited Condensed Consolidated Balance Sheet to the amount of cash, cash equivalents and restricted cash reported on the unaudited Condensed Consolidated Statement of Cash Flows: December 31, June 30, (Dollars in thousands) Cash and cash equivalents $ 9,406 $ 17,041 Restricted cash, included in other current assets (1) 13,052 10,423 Total cash, cash equivalents and restricted cash $ 22,458 $ 27,464 _______________________________________________________________________________ (1) Restricted cash within other current assets primarily relates to consolidated advertising cooperatives funds, which can only be used to settle obligations of the respective cooperatives, and contractual obligations to collateralize the Company's self-insurance programs. |
LEASES
LEASES | 6 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
LEASES | LEASES: At contract inception, the Company determines whether a contract is, or contains, a lease by determining whether it conveys the right to control the use of the identified asset for a period of time. If the contract provides the Company the right to substantially all of the economic benefits from the use of the identified asset and the right to direct the use of the identified asset, the Company considers it to be, or contain, a lease. The Company leases its company-owned salons and some of its corporate facilities under operating leases. The original terms of the salon leases range from one five Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 (Dollars in thousands) Office and warehouse rent $ 834 $ 1,202 $ 1,706 $ 2,815 Lease termination expense (1) 848 238 1,306 1,578 Lease liability benefit (2) (615) (496) (1,217) (2,927) Franchise salon rent (3) 9 246 (44) 575 Company-owned salon rent 1,014 1,852 2,092 2,748 Total $ 2,090 $ 3,042 $ 3,843 $ 4,789 _______________________________________________________________________________ (1) During the three and six months ended December 31, 2022, the Company incurred costs of $0.8 and $1.3 million, respectively, to exit salons before the lease end date in order to relieve the Company of future lease obligations. During the three months ended December 31, 2021, the Company incurred costs of $0.2 million to exit salons before the lease end date to relieve the Company of future lease obligations. During the six months ended December 31, 2021, the Company paid $0.9 million to exit its distribution centers before the lease end dates and incurred costs of $0.7 million to exit salons before the lease end dates in order to relieve the Company of future lease obligations. (2) Upon termination of previously impaired leases, the Company derecognizes the corresponding ROU assets and lease liabilities, which results in a net gain. In addition, the Company recognizes a benefit from lease liabilities decreasing in excess of previously impaired ROU assets for ongoing leases that were previously impaired. (3) Franchise salon rent in fiscal year 2023 includes the benefit of incurring less cost to terminate a lease than estimated. The Company leases salon premises in which the majority of its franchisees operate and has entered into corresponding sublease arrangements with franchisees. All lease-related costs are passed through to the franchisees. The Company records the rental payments due from franchisees as franchise rental income and the corresponding amounts owed to landlords as franchise rent expense on the unaudited Condensed Consolidated Statement of Operations. For the three months ended December 31, 2022 and 2021, franchise rental income and franchise rent expense were $28.9 and $33.8 million, respectively, and $59.2 and $67.5 million, respectively, for the six months ended December 31, 2022 and 2021. These leases generally have lease terms of approximately five years. The Company expects to renew the SmartStyle ® master lease and some leases for locations subleased to our franchisees upon expiration of those leases. Other leases are expected to be renewed by the franchisee upon expiration. All the Company's leases are operating leases. The lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date, including one lease term option when the lease is expected to be renewed. The ROU asset is initially and subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, less any accrued lease payments and unamortized lease incentives received, if any. Expense for lease payments is recognized on a straight-line basis over the lease term, including the lease renewal option when the lease is expected to be renewed. Generally, the non-lease components, such as real estate taxes and other occupancy expenses, are separate from rent expense within the lease and are not included in the measurement of the lease liability because these charges are variable. The discount rate used to determine the present value of the lease payments is the Company's estimated collateralized incremental borrowing rate, based on the yield curve for the respective lease terms, as the interest rate implicit in the lease cannot generally be determined. The Company uses the portfolio approach in applying the discount rate based on the original lease term. The weighted average remaining lease term was 5.77 and 6.02 years and the weighted average discount rate was 4.34% and 4.25% for all salon operating leases as of December 31, 2022 and June 30, 2022, respectively. A lessee's ROU asset is subject to the same asset impairment guidance in ASC 360, Property, Plant, and Equipment, applied to other elements of property, plant, and equipment. The Company has identified its asset groups at the individual salon level as this represents the lowest level that identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. Poor salon performance in fiscal years 2023 and 2022 resulted in ASC 360-10-35-21 triggering events. As a result, management assessed underperforming salon asset groups, which included the related ROU assets, for impairment in accordance with ASC 360. The first step in the impairment test under ASC 360 is to determine whether the long-lived assets are recoverable, which is determined by comparing the net carrying value of the salon asset group to the undiscounted net cash flows to be generated from the use and eventual disposition of that asset group. Estimating cash flows for purposes of the recoverability test is subjective and requires significant judgment. Estimated future cash flows used for the purposes of the recoverability test were based upon historical cash flows for the salons, adjusted for expected changes in future market conditions related to the COVID-19 pandemic, and other factors. The period of time used to determine the estimates of the future cash flows for the recoverability test was based on the remaining useful life of the primary asset of the group, which was the ROU asset in all cases. The second step of the long-lived asset impairment test requires that the fair value of the asset group be estimated when determining the amount of any impairment loss. For the salon asset groups that failed the recoverability test, an impairment loss was measured as the amount by which the carrying amount of the asset group exceeds its fair value. The Company applied the fair value guidance within ASC 820-10 to determine the fair value of the asset group from the perspective of a market-participant considering, among other things, appropriate discount rates, multiple valuation techniques, the most advantageous market, and assumptions about the highest and best use of the asset group. To determine the fair value of the salon asset groups, the Company utilized market-participant assumptions rather than the Company's own assumptions about how it intends to use the asset group. The significant judgments and assumptions utilized to determine the fair value of the salon asset groups include the market rent of comparable properties and a discount rate. In the three and six months ended December 31, 2022, the Company did not recognize long-lived asset impairment charges related to ROU assets in the unaudited Condensed Consolidated Statement of Operations. In the three and six months ended December 31, 2021, the Company recognized long-lived asset impairment charges of $0.1 and $0.2 million, respectively, primarily related to ROU assets in the unaudited Condensed Consolidated Statement of Operations. The impairment loss for each salon asset group that was recognized was allocated among the long-lived assets of the group on a pro-rata basis using their relative carrying amounts. Additionally, the impairment losses did not reduce the carrying amount of an individual asset below its fair value, including the ROU assets included in the salon asset groups. Assessing the long-lived assets for impairment requires management to make assumptions and to apply judgment, which can be affected by economic conditions and other factors that can be difficult to predict. The Company does not believe there is a reasonable likelihood that there will be a material change in the estimates or assumptions it uses to calculate impairment losses for its long-lived asset, including its ROU assets. If actual results are not consistent with the estimates and assumptions used in the calculations, the Company may be exposed to future impairment losses that could be material. As of December 31, 2022, future operating lease commitments, including one renewal option for leases expected to be renewed, to be paid and received by the Company were as follows (in thousands): Fiscal Year Leases for Franchise Salons Leases for Company-owned Salons Corporate Leases Total Operating Lease Payments Sublease Income to be Received from Franchisees Net Rent Commitments Remainder of 2023 $ 54,914 $ 1,292 $ 1,061 $ 57,267 $ (54,914) $ 2,353 2024 99,860 1,617 1,301 102,778 (99,860) 2,918 2025 83,570 536 1,334 85,440 (83,570) 1,870 2026 69,825 290 1,367 71,482 (69,825) 1,657 2027 59,363 63 1,401 60,827 (59,363) 1,464 Thereafter 122,479 36 4,417 126,932 (122,479) 4,453 Total future obligations $ 490,011 $ 3,834 $ 10,881 $ 504,726 $ (490,011) $ 14,715 Less amounts representing interest 56,953 121 1,500 58,574 Present value of lease liability $ 433,058 $ 3,713 $ 9,381 $ 446,152 Less short-term lease liability 90,342 2,246 1,352 93,940 Long-term lease liability $ 342,716 $ 1,467 $ 8,029 $ 352,212 |
LEASES | LEASES: At contract inception, the Company determines whether a contract is, or contains, a lease by determining whether it conveys the right to control the use of the identified asset for a period of time. If the contract provides the Company the right to substantially all of the economic benefits from the use of the identified asset and the right to direct the use of the identified asset, the Company considers it to be, or contain, a lease. The Company leases its company-owned salons and some of its corporate facilities under operating leases. The original terms of the salon leases range from one five Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 (Dollars in thousands) Office and warehouse rent $ 834 $ 1,202 $ 1,706 $ 2,815 Lease termination expense (1) 848 238 1,306 1,578 Lease liability benefit (2) (615) (496) (1,217) (2,927) Franchise salon rent (3) 9 246 (44) 575 Company-owned salon rent 1,014 1,852 2,092 2,748 Total $ 2,090 $ 3,042 $ 3,843 $ 4,789 _______________________________________________________________________________ (1) During the three and six months ended December 31, 2022, the Company incurred costs of $0.8 and $1.3 million, respectively, to exit salons before the lease end date in order to relieve the Company of future lease obligations. During the three months ended December 31, 2021, the Company incurred costs of $0.2 million to exit salons before the lease end date to relieve the Company of future lease obligations. During the six months ended December 31, 2021, the Company paid $0.9 million to exit its distribution centers before the lease end dates and incurred costs of $0.7 million to exit salons before the lease end dates in order to relieve the Company of future lease obligations. (2) Upon termination of previously impaired leases, the Company derecognizes the corresponding ROU assets and lease liabilities, which results in a net gain. In addition, the Company recognizes a benefit from lease liabilities decreasing in excess of previously impaired ROU assets for ongoing leases that were previously impaired. (3) Franchise salon rent in fiscal year 2023 includes the benefit of incurring less cost to terminate a lease than estimated. The Company leases salon premises in which the majority of its franchisees operate and has entered into corresponding sublease arrangements with franchisees. All lease-related costs are passed through to the franchisees. The Company records the rental payments due from franchisees as franchise rental income and the corresponding amounts owed to landlords as franchise rent expense on the unaudited Condensed Consolidated Statement of Operations. For the three months ended December 31, 2022 and 2021, franchise rental income and franchise rent expense were $28.9 and $33.8 million, respectively, and $59.2 and $67.5 million, respectively, for the six months ended December 31, 2022 and 2021. These leases generally have lease terms of approximately five years. The Company expects to renew the SmartStyle ® master lease and some leases for locations subleased to our franchisees upon expiration of those leases. Other leases are expected to be renewed by the franchisee upon expiration. All the Company's leases are operating leases. The lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date, including one lease term option when the lease is expected to be renewed. The ROU asset is initially and subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, less any accrued lease payments and unamortized lease incentives received, if any. Expense for lease payments is recognized on a straight-line basis over the lease term, including the lease renewal option when the lease is expected to be renewed. Generally, the non-lease components, such as real estate taxes and other occupancy expenses, are separate from rent expense within the lease and are not included in the measurement of the lease liability because these charges are variable. The discount rate used to determine the present value of the lease payments is the Company's estimated collateralized incremental borrowing rate, based on the yield curve for the respective lease terms, as the interest rate implicit in the lease cannot generally be determined. The Company uses the portfolio approach in applying the discount rate based on the original lease term. The weighted average remaining lease term was 5.77 and 6.02 years and the weighted average discount rate was 4.34% and 4.25% for all salon operating leases as of December 31, 2022 and June 30, 2022, respectively. A lessee's ROU asset is subject to the same asset impairment guidance in ASC 360, Property, Plant, and Equipment, applied to other elements of property, plant, and equipment. The Company has identified its asset groups at the individual salon level as this represents the lowest level that identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. Poor salon performance in fiscal years 2023 and 2022 resulted in ASC 360-10-35-21 triggering events. As a result, management assessed underperforming salon asset groups, which included the related ROU assets, for impairment in accordance with ASC 360. The first step in the impairment test under ASC 360 is to determine whether the long-lived assets are recoverable, which is determined by comparing the net carrying value of the salon asset group to the undiscounted net cash flows to be generated from the use and eventual disposition of that asset group. Estimating cash flows for purposes of the recoverability test is subjective and requires significant judgment. Estimated future cash flows used for the purposes of the recoverability test were based upon historical cash flows for the salons, adjusted for expected changes in future market conditions related to the COVID-19 pandemic, and other factors. The period of time used to determine the estimates of the future cash flows for the recoverability test was based on the remaining useful life of the primary asset of the group, which was the ROU asset in all cases. The second step of the long-lived asset impairment test requires that the fair value of the asset group be estimated when determining the amount of any impairment loss. For the salon asset groups that failed the recoverability test, an impairment loss was measured as the amount by which the carrying amount of the asset group exceeds its fair value. The Company applied the fair value guidance within ASC 820-10 to determine the fair value of the asset group from the perspective of a market-participant considering, among other things, appropriate discount rates, multiple valuation techniques, the most advantageous market, and assumptions about the highest and best use of the asset group. To determine the fair value of the salon asset groups, the Company utilized market-participant assumptions rather than the Company's own assumptions about how it intends to use the asset group. The significant judgments and assumptions utilized to determine the fair value of the salon asset groups include the market rent of comparable properties and a discount rate. In the three and six months ended December 31, 2022, the Company did not recognize long-lived asset impairment charges related to ROU assets in the unaudited Condensed Consolidated Statement of Operations. In the three and six months ended December 31, 2021, the Company recognized long-lived asset impairment charges of $0.1 and $0.2 million, respectively, primarily related to ROU assets in the unaudited Condensed Consolidated Statement of Operations. The impairment loss for each salon asset group that was recognized was allocated among the long-lived assets of the group on a pro-rata basis using their relative carrying amounts. Additionally, the impairment losses did not reduce the carrying amount of an individual asset below its fair value, including the ROU assets included in the salon asset groups. Assessing the long-lived assets for impairment requires management to make assumptions and to apply judgment, which can be affected by economic conditions and other factors that can be difficult to predict. The Company does not believe there is a reasonable likelihood that there will be a material change in the estimates or assumptions it uses to calculate impairment losses for its long-lived asset, including its ROU assets. If actual results are not consistent with the estimates and assumptions used in the calculations, the Company may be exposed to future impairment losses that could be material. As of December 31, 2022, future operating lease commitments, including one renewal option for leases expected to be renewed, to be paid and received by the Company were as follows (in thousands): Fiscal Year Leases for Franchise Salons Leases for Company-owned Salons Corporate Leases Total Operating Lease Payments Sublease Income to be Received from Franchisees Net Rent Commitments Remainder of 2023 $ 54,914 $ 1,292 $ 1,061 $ 57,267 $ (54,914) $ 2,353 2024 99,860 1,617 1,301 102,778 (99,860) 2,918 2025 83,570 536 1,334 85,440 (83,570) 1,870 2026 69,825 290 1,367 71,482 (69,825) 1,657 2027 59,363 63 1,401 60,827 (59,363) 1,464 Thereafter 122,479 36 4,417 126,932 (122,479) 4,453 Total future obligations $ 490,011 $ 3,834 $ 10,881 $ 504,726 $ (490,011) $ 14,715 Less amounts representing interest 56,953 121 1,500 58,574 Present value of lease liability $ 433,058 $ 3,713 $ 9,381 $ 446,152 Less short-term lease liability 90,342 2,246 1,352 93,940 Long-term lease liability $ 342,716 $ 1,467 $ 8,029 $ 352,212 |
FINANCING ARRANGEMENTS
FINANCING ARRANGEMENTS | 6 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
FINANCING ARRANGEMENTS | FINANCING ARRANGEMENTS: The Company's debt consists of the following: Maturity Date December 31, December 31, June 30, (Fiscal Year) (Interest rate %) (Dollars in thousands) Term loan 2026 8.21% $ 173,816 $ — Deferred financing fees (7,970) — Term loan, net $ 165,846 $ — Revolving credit facility 2026 8.21% 9,000 179,994 Total long-term debt, net $ 174,846 $ 179,994 In August of 2022, the Company amended its credit agreement. The amendment, among other things, converted $180.0 million of the previous $295.0 million revolving credit facility to a new term loan, reduced commitments under the revolving credit facility to $55.0 million, and extended the term of the credit facility from March 26, 2023 to August 31, 2025, with no scheduled amortization prior to maturity. The amendment is accounted for as a modification of debt and any unamortized financing fees that existed at the date of the amendment and new financing fees incurred are amortized through the extended term of the credit facility. At December 31, 2022, the Company had outstanding standby letters of credit under the revolving credit facility of $11.8 million, primarily related to the Company's self-insurance program. As of December 31, 2022, total liquidity and available credit under the revolving credit facility, as defined by the agreement, were $43.7 and $34.3 million, respectively. As of December 31, 2022, the Company had cash and cash equivalents of $9.4 million and current liabilities of $138.9 million. The agreement utilizes an interest rate margin that is subject to annual increases. The margin applicable to term secured overnight financing rate (SOFR) loans is currently 3.875%. Effective March 27, 2023, the margin will increase to 6.25%, of which 4.25% will be paid currently in cash and 2.00% will be PIK interest (added to the principal balance and thereafter accruing interest). Effective March 27, 2024, the margin will increase to 7.25%, of which 4.25% will be paid currently in cash and 3.00% will be PIK interest. The margin applicable to base rate loans will be 100 basis points (1.00%) less than the margin applicable to term SOFR loans. The agreement contains typical provisions and financial covenants regarding minimum EBITDA, maximum leverage and minimum fixed-charge coverage and a minimum liquidity threshold of $10.0 million. The Company was in compliance with its covenants and other requirements of the financing arrangements as of December 31, 2022. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS: Fair value measurements are categorized into one of three levels based on the lowest level of significant input used: Level 1 (unadjusted quoted prices in active markets); Level 2 (observable market inputs available at the measurement date, other than quoted prices included in Level 1); and Level 3 (unobservable inputs that cannot be corroborated by observable market data). Assets and Liabilities Measured at Fair Value on a Recurring Basis As of December 31, 2022 and June 30, 2022, the estimated fair value of the Company's cash, cash equivalents, restricted cash, receivables, inventory, deferred compensation assets, accounts payable and debt approximated their carrying values. Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis We measure certain assets, including the Company's equity method investments, tangible fixed and other assets and goodwill, at fair value on a nonrecurring basis when they are deemed to be other than temporarily impaired. The fair values of these assets are determined, when applicable, based on valuation techniques using the best information available, and may include quoted market prices, market comparables and discounted cash flow projections. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 6 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE:The Company's basic earnings per share is calculated as net loss divided by weighted average common shares outstanding, excluding unvested outstanding stock options (SOs), stock appreciation rights (SARs), restricted stock units (RSUs) and stock-settled performance units (PSUs). The Company's diluted earnings per share is calculated as net loss divided by weighted average common shares and common share equivalents outstanding, which includes shares issued under the Company's stock-based compensation plans. Stock-based awards with exercise prices greater than the average market price of the Company's common stock are excluded from the computation of diluted earnings per share. The computation of weighted average shares outstanding, assuming dilution, excluded 4,143,828 and 2,960,122 of stock-based awards during the three months ended December 31, 2022 and 2021, respectively, and excluded 3,662,602 and 2,635,055 of stock-based awards during the six months ended December 31, 2022 and 2021, respectively, as they were not dilutive under the treasury stock method. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 6 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION: Segment information is prepared on the same basis that the chief operating decision maker (CODM) reviews financial information for operational decision-making purposes. The Company's reportable operating segments consisted of the following salons: December 31, June 30, FRANCHISE SALONS: Supercuts 2,160 2,264 SmartStyle/Cost Cutters in Walmart Stores 1,605 1,646 Portfolio Brands 1,293 1,344 Total North American salons 5,058 5,254 Total International salons (1) 138 141 Total Franchise salons 5,196 5,395 as a percent of total Franchise and Company-owned salons 98.6 % 98.1 % COMPANY-OWNED SALONS: Supercuts 10 18 SmartStyle/Cost Cutters in Walmart Stores 48 49 Portfolio Brands 17 38 Total Company-owned salons 75 105 as a percent of total Franchise and Company-owned salons 1.4 % 1.9 % OWNERSHIP INTEREST LOCATIONS: Equity ownership interest locations 76 76 Grand Total, System-wide 5,347 5,576 _______________________________________________________________________________ (1) Canadian and Puerto Rican salons are included in the North American salon totals. As of December 31, 2022, the Franchise operating segment is comprised primarily of Supercuts ® , SmartStyle ® , Cost Cutters ® , First Choice Haircutters ® , Magicuts ® , and Roosters ® concepts and the Company-owned operating segment is comprised primarily of Supercuts ® , SmartStyle ® , and other regional trade names. Financial information concerning the Company's reportable operating segments is shown in the tables below. Segment information is presented in the same way that the Company internally organizes the business for assessing performance and making decisions regarding allocation of resources. In the second quarter of fiscal year 2023, the Company revised its internal reporting such that the CODM’s primary measures of segment performance are revenue and segment adjusted EBITDA. Revenue and segment adjusted EBITDA are regularly reviewed by the CODM to make decisions about resources to be allocated to the segments, assess current performance and forecast future performance. Segment adjusted EBITDA is defined as income from continuing operations before interest, income taxes, depreciation and amortization. C onsistent with our internal management reporting, unallocated expenses include certain items impacting comparability. These unallocated items are not defined terms within U.S. GAAP. They are based on how management views the business, makes financial, operating and planning decisions and evaluates the Company's ongoing performance and are not attributable to either segment. Unallocated fees include distribution center wind down fees, inventory reserve, one-time professional fees and settlements, severance expense, the benefit from lease liability decreases in excess of previously impaired ROUA, lease termination fees, asset retirement obligation costs and long-lived asset impairment charges. Figures for prior reporting periods have been restated to conform to the current period. Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 (Dollars in thousands) Revenues: Franchise $ 57,354 $ 64,227 $ 116,111 $ 133,040 Company-owned 2,613 5,043 5,727 13,048 Total revenue 59,967 69,270 121,838 146,088 Segment adjusted EBITDA: Franchise 7,532 5,721 12,523 2,256 Company-owned 303 (3,133) (863) (4,688) Total 7,835 2,588 11,660 (2,432) Unallocated expenses (2,064) (1,935) (2,631) (1,417) Depreciation and amortization (3,793) (1,605) (5,044) (3,144) Long-lived asset impairment — (52) — (215) Interest expense (4,519) (3,270) (8,336) (6,397) Income tax benefit (expense) — 164 (28) 213 Income (loss) from discontinued operations 134 (818) 3,440 (1,914) Total net loss $ (2,407) $ (4,928) $ (939) $ (15,306) |
BASIS OF PRESENTATION OF UNAU_2
BASIS OF PRESENTATION OF UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Inventories | Inventories:The Company has inventory valuation reserves for excess and obsolete inventories or other factors that may render inventories unmarketable at their historical costs. The Company exited its distribution centers in fiscal year 2022 and now stores inventory at a third-party facility. To facilitate the exit of the distribution centers, the Company sold inventory at discounts. |
Goodwill | Goodwill: As of December 31, 2022 and June 30, 2022, the Franchise reporting unit had $173.3 and $174.4 million, respectively, of goodwill. The change in goodwill for the six months ended December 31, 2022 is due to foreign currency translation. The Company assesses goodwill impairment on an annual basis, during the Company's fourth fiscal quarter, and between annual assessments if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. An interim impairment analysis was not required in the three and six months ended December 31, 2022. |
Revenue Recognition and Deferred Revenue | Revenue Recognition and Deferred Revenue: Revenue recognized over time Royalty and advertising fund revenues represent sales-based royalties that are recognized in the period in which the sales occur. Generally, royalty and advertising fund revenues are billed and collected monthly in arrears. Advertising fund revenues and expenditures, which must be spent on marketing and related activities per the franchise agreements, are recorded on a gross basis within the unaudited Condensed Consolidated Statement of Operations. The treatment increases both the gross amount of reported revenue and expense and generally has no impact on operating income and net income. Franchise fees are billed and received upon the signing of the franchise agreement. Recognition of these fees is deferred until the salon opens and is then recognized over the term of the franchise agreement, which is typically 10 years. Franchise rental income is a result of the Company signing leases on behalf of franchisees and entering into sublease arrangements with the franchisees. The Company recognizes franchise rental income and expense when it is due to the landlord. Revenue recognized at point of sale Company-owned salon revenues are recognized at the time when the services are provided or the guest receives and pays for the merchandise. Revenues from purchases made with gift cards are also recorded when the guest takes possession of the merchandise or services are provided. Gift cards issued by the Company are recorded as a liability (deferred revenue) upon sale and recognized as revenue upon redemption by the guest. Gift card breakage, the amount of gift cards which will not be redeemed, is recognized proportional to redemptions using estimates based on historical redemption patterns. Product sales to franchisees and other partners are recorded at the time product is delivered. |
Assets and Liabilities Measured at Fair Value on a Recurring and Nonrecurring Basis | Assets and Liabilities Measured at Fair Value on a Recurring Basis As of December 31, 2022 and June 30, 2022, the estimated fair value of the Company's cash, cash equivalents, restricted cash, receivables, inventory, deferred compensation assets, accounts payable and debt approximated their carrying values. Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis We measure certain assets, including the Company's equity method investments, tangible fixed and other assets and goodwill, at fair value on a nonrecurring basis when they are deemed to be other than temporarily impaired. The fair values of these assets are determined, when applicable, based on valuation techniques using the best information available, and may include quoted market prices, market comparables and discounted cash flow projections. |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of receivables, broker fees and deferred revenue | Information about receivables, broker fees and deferred revenue subject to the current revenue recognition guidance is as follows: December 31, June 30, Balance Sheet Classification (Dollars in thousands) Receivables from contracts with customers, net $ 9,419 $ 10,263 Receivables, net Broker fees 14,006 15,592 Other assets Deferred revenue: Current Gift card liability $ 1,950 $ 2,037 Accrued expenses Deferred franchise fees open salons 5,533 5,770 Accrued expenses Total current deferred revenue $ 7,483 $ 7,807 Non-current Deferred franchise fees unopened salons $ 2,664 $ 3,211 Other non-current liabilities Deferred franchise fees open salons 23,963 26,827 Other non-current liabilities Total non-current deferred revenue $ 26,627 $ 30,038 |
Rollforward of allowance for doubtful accounts | The following table is a rollforward of the allowance for doubtful accounts for the period: Six Months Ended December 31, 2022 2021 (Dollars in thousands) Balance at beginning of period $ 6,559 $ 7,774 Provision for doubtful accounts 369 (41) Provision for franchisee rent (1) (208) 811 Reclass of accrued rent (2) 73 396 Write-offs (1,129) (589) Balance at end of period $ 5,664 $ 8,351 _______________________________________________________________________________ (1) The provision for franchisee rent is recognized as rent in the unaudited Condensed Consolidated Statement of Operations. (2) The reclass of accrued rent represents franchisee rent obligations guaranteed by the Company that were unbilled and deemed unrecoverable as of June 30, 2021. The amounts billed in fiscal years 2023 and 2022 and the related accrual were reclassified to allowance for doubtful accounts. |
Broker fees | The following table is a rollforward of the broker fee balance for the periods indicated: Six Months Ended December 31, 2022 2021 (Dollars in thousands) Balance at beginning of period $ 15,592 $ 19,254 Additions — 25 Amortization (1,586) (1,625) Write-offs — (366) Balance at end of period $ 14,006 $ 17,288 |
Estimated revenue expected to be recognized | Estimated revenue expected to be recognized in the future related to deferred franchise fees for open salons as of December 31, 2022 is as follows (in thousands): Remainder of 2023 $ 2,766 2024 5,378 2025 4,986 2026 4,521 2027 4,058 Thereafter 7,787 Total $ 29,496 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | The following summarizes the results of discontinued operations for the periods presented: Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 (Dollars in thousands) Discontinued operations: OSP fees $ — $ 986 $ (226) $ 1,924 Cost of product sales to franchisees — (302) — (766) General and administrative — (902) (27) (1,907) Rent 26 (46) (341) (102) Depreciation and amortization — (375) — (705) Interest expense — (179) — (358) Gain from sale of OSP 108 — 4,034 — Gain (loss) from OSP discontinued operations, net $ 134 $ (818) $ 3,440 $ (1,914) |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Share-based Equity Awards Granted | During the three and six months ended December 31, 2022, the Company granted various equity awards including stock options and stock appreciation rights as follows: Three Months Ended December 31, 2022 Six Months Ended December 31, 2022 Stock options (SOs) 615,000 1,600,000 Stock appreciation rights (SARs) — 600,000 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Summary of income tax benefits and corresponding effective tax rates | A summary of income tax benefit (expense) and corresponding effective tax rates is as follows: Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 (Dollars in thousands) Income tax benefit (expense) $ — $ 164 $ (28) $ 213 Effective tax rate — % 3.8 % (0.6) % 1.6 % |
CASH, CASH EQUIVALENTS AND RE_2
CASH, CASH EQUIVALENTS AND RESTRICTED CASH (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of cash and cash equivalents | The table below reconciles the cash and cash equivalents balances and restricted cash balances, recorded within other current assets on the unaudited Condensed Consolidated Balance Sheet to the amount of cash, cash equivalents and restricted cash reported on the unaudited Condensed Consolidated Statement of Cash Flows: December 31, June 30, (Dollars in thousands) Cash and cash equivalents $ 9,406 $ 17,041 Restricted cash, included in other current assets (1) 13,052 10,423 Total cash, cash equivalents and restricted cash $ 22,458 $ 27,464 _______________________________________________________________________________ (1) Restricted cash within other current assets primarily relates to consolidated advertising cooperatives funds, which can only be used to settle obligations of the respective cooperatives, and contractual obligations to collateralize the Company's self-insurance programs. |
Schedule of restricted cash and cash equivalents | The table below reconciles the cash and cash equivalents balances and restricted cash balances, recorded within other current assets on the unaudited Condensed Consolidated Balance Sheet to the amount of cash, cash equivalents and restricted cash reported on the unaudited Condensed Consolidated Statement of Cash Flows: December 31, June 30, (Dollars in thousands) Cash and cash equivalents $ 9,406 $ 17,041 Restricted cash, included in other current assets (1) 13,052 10,423 Total cash, cash equivalents and restricted cash $ 22,458 $ 27,464 _______________________________________________________________________________ (1) Restricted cash within other current assets primarily relates to consolidated advertising cooperatives funds, which can only be used to settle obligations of the respective cooperatives, and contractual obligations to collateralize the Company's self-insurance programs. |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Real Estate Taxes and Other Occupancy Expenses | Total rent includes the following: Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 (Dollars in thousands) Office and warehouse rent $ 834 $ 1,202 $ 1,706 $ 2,815 Lease termination expense (1) 848 238 1,306 1,578 Lease liability benefit (2) (615) (496) (1,217) (2,927) Franchise salon rent (3) 9 246 (44) 575 Company-owned salon rent 1,014 1,852 2,092 2,748 Total $ 2,090 $ 3,042 $ 3,843 $ 4,789 _______________________________________________________________________________ (1) During the three and six months ended December 31, 2022, the Company incurred costs of $0.8 and $1.3 million, respectively, to exit salons before the lease end date in order to relieve the Company of future lease obligations. During the three months ended December 31, 2021, the Company incurred costs of $0.2 million to exit salons before the lease end date to relieve the Company of future lease obligations. During the six months ended December 31, 2021, the Company paid $0.9 million to exit its distribution centers before the lease end dates and incurred costs of $0.7 million to exit salons before the lease end dates in order to relieve the Company of future lease obligations. (2) Upon termination of previously impaired leases, the Company derecognizes the corresponding ROU assets and lease liabilities, which results in a net gain. In addition, the Company recognizes a benefit from lease liabilities decreasing in excess of previously impaired ROU assets for ongoing leases that were previously impaired. (3) Franchise salon rent in fiscal year 2023 includes the benefit of incurring less cost to terminate a lease than estimated. |
Lessor, Future Operating Lease Commitments | As of December 31, 2022, future operating lease commitments, including one renewal option for leases expected to be renewed, to be paid and received by the Company were as follows (in thousands): Fiscal Year Leases for Franchise Salons Leases for Company-owned Salons Corporate Leases Total Operating Lease Payments Sublease Income to be Received from Franchisees Net Rent Commitments Remainder of 2023 $ 54,914 $ 1,292 $ 1,061 $ 57,267 $ (54,914) $ 2,353 2024 99,860 1,617 1,301 102,778 (99,860) 2,918 2025 83,570 536 1,334 85,440 (83,570) 1,870 2026 69,825 290 1,367 71,482 (69,825) 1,657 2027 59,363 63 1,401 60,827 (59,363) 1,464 Thereafter 122,479 36 4,417 126,932 (122,479) 4,453 Total future obligations $ 490,011 $ 3,834 $ 10,881 $ 504,726 $ (490,011) $ 14,715 Less amounts representing interest 56,953 121 1,500 58,574 Present value of lease liability $ 433,058 $ 3,713 $ 9,381 $ 446,152 Less short-term lease liability 90,342 2,246 1,352 93,940 Long-term lease liability $ 342,716 $ 1,467 $ 8,029 $ 352,212 |
Lessee, Future Operating Lease Commitments | As of December 31, 2022, future operating lease commitments, including one renewal option for leases expected to be renewed, to be paid and received by the Company were as follows (in thousands): Fiscal Year Leases for Franchise Salons Leases for Company-owned Salons Corporate Leases Total Operating Lease Payments Sublease Income to be Received from Franchisees Net Rent Commitments Remainder of 2023 $ 54,914 $ 1,292 $ 1,061 $ 57,267 $ (54,914) $ 2,353 2024 99,860 1,617 1,301 102,778 (99,860) 2,918 2025 83,570 536 1,334 85,440 (83,570) 1,870 2026 69,825 290 1,367 71,482 (69,825) 1,657 2027 59,363 63 1,401 60,827 (59,363) 1,464 Thereafter 122,479 36 4,417 126,932 (122,479) 4,453 Total future obligations $ 490,011 $ 3,834 $ 10,881 $ 504,726 $ (490,011) $ 14,715 Less amounts representing interest 56,953 121 1,500 58,574 Present value of lease liability $ 433,058 $ 3,713 $ 9,381 $ 446,152 Less short-term lease liability 90,342 2,246 1,352 93,940 Long-term lease liability $ 342,716 $ 1,467 $ 8,029 $ 352,212 |
FINANCING ARRANGEMENTS (Tables)
FINANCING ARRANGEMENTS (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | The Company's debt consists of the following: Maturity Date December 31, December 31, June 30, (Fiscal Year) (Interest rate %) (Dollars in thousands) Term loan 2026 8.21% $ 173,816 $ — Deferred financing fees (7,970) — Term loan, net $ 165,846 $ — Revolving credit facility 2026 8.21% 9,000 179,994 Total long-term debt, net $ 174,846 $ 179,994 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of reportable operating segment salons | The Company's reportable operating segments consisted of the following salons: December 31, June 30, FRANCHISE SALONS: Supercuts 2,160 2,264 SmartStyle/Cost Cutters in Walmart Stores 1,605 1,646 Portfolio Brands 1,293 1,344 Total North American salons 5,058 5,254 Total International salons (1) 138 141 Total Franchise salons 5,196 5,395 as a percent of total Franchise and Company-owned salons 98.6 % 98.1 % COMPANY-OWNED SALONS: Supercuts 10 18 SmartStyle/Cost Cutters in Walmart Stores 48 49 Portfolio Brands 17 38 Total Company-owned salons 75 105 as a percent of total Franchise and Company-owned salons 1.4 % 1.9 % OWNERSHIP INTEREST LOCATIONS: Equity ownership interest locations 76 76 Grand Total, System-wide 5,347 5,576 _______________________________________________________________________________ (1) Canadian and Puerto Rican salons are included in the North American salon totals. |
Schedule of summarized financial information of reportable operating segments | Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 (Dollars in thousands) Revenues: Franchise $ 57,354 $ 64,227 $ 116,111 $ 133,040 Company-owned 2,613 5,043 5,727 13,048 Total revenue 59,967 69,270 121,838 146,088 Segment adjusted EBITDA: Franchise 7,532 5,721 12,523 2,256 Company-owned 303 (3,133) (863) (4,688) Total 7,835 2,588 11,660 (2,432) Unallocated expenses (2,064) (1,935) (2,631) (1,417) Depreciation and amortization (3,793) (1,605) (5,044) (3,144) Long-lived asset impairment — (52) — (215) Interest expense (4,519) (3,270) (8,336) (6,397) Income tax benefit (expense) — 164 (28) 213 Income (loss) from discontinued operations 134 (818) 3,440 (1,914) Total net loss $ (2,407) $ (4,928) $ (939) $ (15,306) |
BASIS OF PRESENTATION OF UNAU_3
BASIS OF PRESENTATION OF UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Inventories (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Inventory [Line Items] | |||||
Inventory valuation reserves | $ 1,900 | $ 1,900 | $ 1,900 | ||
Inventory reserve | 1,228 | $ 0 | 1,228 | $ 0 | |
Discontinued operation, inventory | 1,300 | 1,300 | 1,800 | ||
Discontinued operation, inventory reserves | $ 1,300 | $ 1,300 | $ 1,100 | ||
Company-Owned Salon Expense | |||||
Inventory [Line Items] | |||||
Inventory reserve | $ 1,200 | $ 1,500 |
BASIS OF PRESENTATION OF UNAU_4
BASIS OF PRESENTATION OF UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Goodwill (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jun. 30, 2022 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Goodwill | $ 173,337 | $ 174,360 |
Franchise Reporting Unit | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Goodwill | $ 173,300 | $ 174,400 |
BASIS OF PRESENTATION OF UNAU_5
BASIS OF PRESENTATION OF UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Depreciation (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||||
Depreciation expense, asset retirement obligation | $ 0.2 | $ 0.3 | $ 0.4 | $ 0.6 |
Depreciation | $ 2.6 | $ 2.6 |
REVENUE RECOGNITION - Revenue R
REVENUE RECOGNITION - Revenue Recognized (Details) | 6 Months Ended |
Dec. 31, 2022 | |
Revenue recognized over time | |
Disaggregation of Revenue [Line Items] | |
Performance obligations expected to be satisfied, expected timing | 10 years |
REVENUE RECOGNITION - Receivabl
REVENUE RECOGNITION - Receivables, Broker Fees and Deferred Revenue (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
Revenue from Contract with Customer [Abstract] | ||||
Receivables from contracts with customers, net | $ 9,419 | $ 10,263 | ||
Broker fees | 14,006 | 15,592 | $ 17,288 | $ 19,254 |
Deferred revenue | ||||
Current | 7,483 | 7,807 | ||
Non-current | 26,627 | 30,038 | ||
Gift card liability | ||||
Deferred revenue | ||||
Current | 1,950 | 2,037 | ||
Deferred franchise fees unopened salons | ||||
Deferred revenue | ||||
Non-current | 2,664 | 3,211 | ||
Deferred franchise fees open salons | ||||
Deferred revenue | ||||
Current | 5,533 | 5,770 | ||
Non-current | $ 23,963 | $ 26,827 |
REVENUE RECOGNITION - Allowance
REVENUE RECOGNITION - Allowance For Doubtful Accounts (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance at beginning of period | $ 6,559 | $ 7,774 |
Provision for doubtful accounts | 369 | (41) |
Provision for franchisee rent | (208) | 811 |
Reclass of accrued rent | 73 | 396 |
Write-offs | (1,129) | (589) |
Balance at end of period | $ 5,664 | $ 8,351 |
REVENUE RECOGNITION - Broker Fe
REVENUE RECOGNITION - Broker Fee Balance (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Change In Deferred Costs [Roll Forward] | ||
Balance at beginning of period | $ 15,592 | $ 19,254 |
Additions | 0 | 25 |
Amortization | (1,586) | (1,625) |
Write-offs | 0 | (366) |
Balance at end of period | $ 14,006 | $ 17,288 |
REVENUE RECOGNITION - Additiona
REVENUE RECOGNITION - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Franchise Fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 1.7 | $ 1.6 | $ 3.2 | $ 3.2 |
REVENUE RECOGNITION - Future Es
REVENUE RECOGNITION - Future Estimated Expected Revenue (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Revenue from Contract with Customer [Abstract] | |
Performance obligations expected to be satisfied | $ 29,496 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | 29,496 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Performance obligations expected to be satisfied | 2,766 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 2,766 |
Performance obligations expected to be satisfied, expected timing | 6 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | |
Revenue from Contract with Customer [Abstract] | |
Performance obligations expected to be satisfied | $ 5,378 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 5,378 |
Performance obligations expected to be satisfied, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 | |
Revenue from Contract with Customer [Abstract] | |
Performance obligations expected to be satisfied | $ 4,986 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 4,986 |
Performance obligations expected to be satisfied, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-07-01 | |
Revenue from Contract with Customer [Abstract] | |
Performance obligations expected to be satisfied | $ 4,521 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 4,521 |
Performance obligations expected to be satisfied, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-07-01 | |
Revenue from Contract with Customer [Abstract] | |
Performance obligations expected to be satisfied | $ 4,058 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 4,058 |
Performance obligations expected to be satisfied, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-07-01 | |
Revenue from Contract with Customer [Abstract] | |
Performance obligations expected to be satisfied | $ 7,787 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 7,787 |
Performance obligations expected to be satisfied, expected timing |
DISCONTINUED OPERATIONS - Addit
DISCONTINUED OPERATIONS - Additional Information (Details) - Opensalon Pro - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Dec. 31, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Proceeds from divestiture of businesses | $ 13 | $ 4.5 |
Transaction fee | $ 0.5 |
DISCONTINUED OPERATIONS - Compo
DISCONTINUED OPERATIONS - Components of Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
General and administrative | $ (11,747) | $ (15,082) | $ (26,108) | $ (35,866) |
Rent | (28,900) | (33,800) | (59,200) | (67,500) |
Depreciation and amortization | (3,793) | (1,605) | (5,044) | (3,144) |
Gain (loss) from OSP discontinued operations, net of tax | 134 | (818) | 3,440 | (1,914) |
Opensalon Pro | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
OSP fees | 0 | 986 | (226) | 1,924 |
Cost of product sales to franchisees | 0 | (302) | 0 | (766) |
General and administrative | 0 | (902) | (27) | (1,907) |
Rent | 26 | (46) | (341) | (102) |
Depreciation and amortization | 0 | (375) | 0 | (705) |
Interest expense | 0 | (179) | 0 | (358) |
Gain on sale of OSP | 108 | 0 | 4,034 | 0 |
Gain (loss) from OSP discontinued operations, net of tax | $ 134 | $ (818) | $ 3,440 | $ (1,914) |
SHAREHOLDERS' EQUITY - Equity A
SHAREHOLDERS' EQUITY - Equity Awards Granted (Details) - shares | 3 Months Ended | 6 Months Ended |
Dec. 31, 2022 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock granted, options (in shares) | 615,000 | 1,600,000 |
Stock appreciation rights (SARs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock granted, Stock appreciation rights, (in shares) | 0 | 600,000 |
SHAREHOLDERS' EQUITY - Addition
SHAREHOLDERS' EQUITY - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 0.6 | $ (1.4) | $ 1.1 | $ 0.3 |
Executive Officer | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 2 | $ 2 | ||
Stock Options And Stock Appreciation Rights | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 1 year | |||
Stock Options And Stock Appreciation Rights | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years |
SHAREHOLDER'S EQUITY - Shares I
SHAREHOLDER'S EQUITY - Shares Issuance Program (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||
Shares, issued (in shares) | 0 | 9,300,000 | |
Proceeds from issuance of stock | $ 37,200,000 | ||
Remaining shares (in shares) | 9,500,000 | ||
Shelf Registration | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of stock, authorized | $ 150,000,000 | ||
Prospectus Supplement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of stock, authorized | 50,000,000 | ||
Remaining value | $ 11,600,000 | ||
At-The-Market | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of stock, authorized | $ 50,000,000 |
INCOME TAXES - Summary of Incom
INCOME TAXES - Summary of Income Tax Benefits (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax benefit (expense) | $ 0 | $ 164 | $ (28) | $ 213 |
Effective tax rate | 0% | 3.80% | (0.60%) | 1.60% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 15, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Settlement fees | $ 0.4 | $ 0.9 | |
Loss contingency payments | $ 0.6 | $ 1.1 | |
Supplier installments | $ 2 |
CASH, CASH EQUIVALENTS AND RE_3
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 9,406 | $ 17,041 | ||
Restricted cash, included in other current assets | 13,052 | 10,423 | ||
Total cash, cash equivalents and restricted cash | $ 22,458 | $ 27,464 | $ 45,371 | $ 29,152 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) renewalOption lease | Dec. 31, 2021 USD ($) | Jun. 30, 2022 | |
Lessor, Lease, Description [Line Items] | |||||
Franchise | $ 28,886 | $ 33,772 | $ 59,216 | $ 67,534 | |
Rent expense | $ 28,900 | 33,800 | $ 59,200 | 67,500 | |
Lessor, term of contract | 5 years | 5 years | |||
Number of leases expected to be renewed | lease | 1 | ||||
Weighted average remaining lease term | 5 years 9 months 7 days | 5 years 9 months 7 days | 6 years 7 days | ||
Weighted average discount rate | 4.34% | 4.34% | 4.25% | ||
Long-lived asset impairment | $ 0 | $ 52 | $ 0 | $ 215 | |
Number of renewal options | renewalOption | 1 | ||||
Minimum | |||||
Lessor, Lease, Description [Line Items] | |||||
Lessee, term of contract | 1 year | 1 year | |||
Lessee, renewal term | 5 years | 5 years | |||
Maximum | |||||
Lessor, Lease, Description [Line Items] | |||||
Lessee, term of contract | 20 years | 20 years | |||
Lessee, renewal term | 10 years | 10 years |
LEASES - Real Estate Taxes and
LEASES - Real Estate Taxes and Other Occupancy Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | ||||
Total | $ 28,900 | $ 33,800 | $ 59,200 | $ 67,500 |
Non-Franchise Lease | ||||
Lessee, Lease, Description [Line Items] | ||||
Office and warehouse rent | 834 | 1,202 | 1,706 | 2,815 |
Lease termination expense | 848 | 238 | 1,306 | 1,578 |
Lease liability expense benefit | (615) | (496) | (1,217) | (2,927) |
Franchise salon rent | 9 | 246 | (44) | 575 |
Company-owned salon rent | 1,014 | 1,852 | 2,092 | 2,748 |
Total | 2,090 | 3,042 | 3,843 | 4,789 |
Salons | ||||
Lessee, Lease, Description [Line Items] | ||||
Early termination penalty payments | $ 800 | $ 200 | $ 1,300 | 700 |
Distribution centers | ||||
Lessee, Lease, Description [Line Items] | ||||
Early termination penalty payments | $ 900 |
LEASES Future - Operating Lease
LEASES Future - Operating Lease Commitments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jun. 30, 2022 |
Leases, Operating [Abstract] | ||
Remainder of 2023 | $ 57,267 | |
2024 | 102,778 | |
2025 | 85,440 | |
2026 | 71,482 | |
2027 | 60,827 | |
Thereafter | 126,932 | |
Total future obligations | 504,726 | |
Less amounts representing interest | 58,574 | |
Present value of lease liability | 446,152 | |
Less short-term lease liability | 93,940 | $ 103,196 |
Long-term lease liability | 352,212 | $ 408,445 |
Sublease Income to be Received from Franchisees | ||
Remainder of 2023 | (54,914) | |
2024 | (99,860) | |
2025 | (83,570) | |
2026 | (69,825) | |
2027 | (59,363) | |
Thereafter | (122,479) | |
Total future obligations | (490,011) | |
Net Rent Commitments | ||
Remainder of 2023 | 2,353 | |
2024 | 2,918 | |
2025 | 1,870 | |
2026 | 1,657 | |
2027 | 1,464 | |
Thereafter | 4,453 | |
Total future obligations | 14,715 | |
Operating Segments | Franchise | ||
Leases, Operating [Abstract] | ||
Remainder of 2023 | 54,914 | |
2024 | 99,860 | |
2025 | 83,570 | |
2026 | 69,825 | |
2027 | 59,363 | |
Thereafter | 122,479 | |
Total future obligations | 490,011 | |
Less amounts representing interest | 56,953 | |
Present value of lease liability | 433,058 | |
Less short-term lease liability | 90,342 | |
Long-term lease liability | 342,716 | |
Operating Segments | Company-owned | ||
Leases, Operating [Abstract] | ||
Remainder of 2023 | 1,292 | |
2024 | 1,617 | |
2025 | 536 | |
2026 | 290 | |
2027 | 63 | |
Thereafter | 36 | |
Total future obligations | 3,834 | |
Less amounts representing interest | 121 | |
Present value of lease liability | 3,713 | |
Less short-term lease liability | 2,246 | |
Long-term lease liability | 1,467 | |
Unallocated Corporate | ||
Leases, Operating [Abstract] | ||
Remainder of 2023 | 1,061 | |
2024 | 1,301 | |
2025 | 1,334 | |
2026 | 1,367 | |
2027 | 1,401 | |
Thereafter | 4,417 | |
Total future obligations | 10,881 | |
Less amounts representing interest | 1,500 | |
Present value of lease liability | 9,381 | |
Less short-term lease liability | 1,352 | |
Long-term lease liability | $ 8,029 |
FINANCING ARRANGEMENTS - Schedu
FINANCING ARRANGEMENTS - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Aug. 31, 2022 | Jun. 30, 2022 |
Debt Instrument [Line Items] | |||
Long-term debt | $ 174,846 | $ 179,994 | |
Line of Credit | Term Loan | |||
Debt Instrument [Line Items] | |||
Interest rate percentage | 8.21% | ||
Long-term debt, gross | $ 173,816 | 0 | |
Deferred financing fees | (7,970) | 0 | |
Long-term debt | $ 165,846 | 0 | |
Line of Credit | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Interest rate percentage | 8.21% | ||
Long-term debt | $ 9,000 | $ 180,000 | $ 179,994 |
FINANCING ARRANGEMENTS - Revolv
FINANCING ARRANGEMENTS - Revolving Credit Facility (Details) - USD ($) $ in Thousands | 1 Months Ended | |||
Aug. 31, 2022 | Dec. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Debt Instrument [Line Items] | ||||
Long-term debt | $ 174,846 | $ 179,994 | ||
Liquidity amount | 43,700 | |||
Cash, cash equivalents and marketable securities | 9,400 | |||
Current liabilities | 138,907 | 152,840 | ||
Minimum liquidity | 10,000 | |||
Line of Credit | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 180,000 | 9,000 | $ 179,994 | |
Maximum borrowing capacity | $ 55,000 | $ 295,000 | ||
Long-term line of credit | 11,800 | |||
Unused borrowing capacity, amount | $ 34,300 | |||
Line of Credit | Revolving Credit Facility | Variable Rate Component Two | ||||
Debt Instrument [Line Items] | ||||
Cash payment | 4.25% | |||
Paid-in-kind | 2% | |||
Line of Credit | Revolving Credit Facility | Variable Rate Component Three | ||||
Debt Instrument [Line Items] | ||||
Cash payment | 4.25% | |||
Paid-in-kind | 3% | |||
Line of Credit | Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Variable Rate Component One | ||||
Debt Instrument [Line Items] | ||||
Variable rate | 3.875% | |||
Line of Credit | Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Variable Rate Component Two | ||||
Debt Instrument [Line Items] | ||||
Variable rate | 6.25% | |||
Line of Credit | Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Variable Rate Component Three | ||||
Debt Instrument [Line Items] | ||||
Variable rate | 7.25% | |||
Line of Credit | Revolving Credit Facility | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Variable rate | 1% |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity Based Compensation Awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Awards excluded from diluted earnings per share computation (in shares) | 4,143,828 | 2,960,122 | 3,662,602 | 2,635,055 |
SEGMENT INFORMATION - Reportabl
SEGMENT INFORMATION - Reportable Operating Segment Salons (Details) - salon | Dec. 31, 2022 | Jun. 30, 2022 |
Franchisor Disclosure [Line Items] | ||
Number of salons | 5,347 | 5,576 |
Equity ownership interest locations | ||
Franchisor Disclosure [Line Items] | ||
Number of salons | 76 | 76 |
Franchise | ||
Franchisor Disclosure [Line Items] | ||
Number of salons | 5,196 | 5,395 |
Salons as a percent of total Company-owned and Franchise salons | 98.60% | 98.10% |
Franchise | North American | ||
Franchisor Disclosure [Line Items] | ||
Number of salons | 5,058 | 5,254 |
Franchise | International | ||
Franchisor Disclosure [Line Items] | ||
Number of salons | 138 | 141 |
Franchise | Supercuts | ||
Franchisor Disclosure [Line Items] | ||
Number of salons | 2,160 | 2,264 |
Franchise | SmartStyle/Cost Cutters in Walmart Stores | ||
Franchisor Disclosure [Line Items] | ||
Number of salons | 1,605 | 1,646 |
Franchise | Portfolio Brands | ||
Franchisor Disclosure [Line Items] | ||
Number of salons | 1,293 | 1,344 |
Company-owned | ||
Franchisor Disclosure [Line Items] | ||
Number of salons | 75 | 105 |
Salons as a percent of total Company-owned and Franchise salons | 1.40% | 1.90% |
Company-owned | Supercuts | ||
Franchisor Disclosure [Line Items] | ||
Number of salons | 10 | 18 |
Company-owned | SmartStyle/Cost Cutters in Walmart Stores | ||
Franchisor Disclosure [Line Items] | ||
Number of salons | 48 | 49 |
Company-owned | Portfolio Brands | ||
Franchisor Disclosure [Line Items] | ||
Number of salons | 17 | 38 |
SEGMENT INFORMATION - Operating
SEGMENT INFORMATION - Operating Results (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues: | ||||
Revenues | $ 59,967 | $ 69,270 | $ 121,838 | $ 146,088 |
Segment adjusted EBITDA: | ||||
Unallocated expenses | (2,064) | (1,935) | (2,631) | (1,417) |
Depreciation and amortization | (3,793) | (1,605) | (5,044) | (3,144) |
Long-lived asset impairment | 0 | (52) | 0 | (215) |
Interest expense | (4,519) | (3,270) | (8,336) | (6,397) |
Income tax benefit (expense) | 0 | 164 | (28) | 213 |
Income (loss) from discontinued operations | 134 | (818) | 3,440 | (1,914) |
Net loss | (2,407) | (4,928) | (939) | (15,306) |
Operating Segments | Reportable Segments | ||||
Segment adjusted EBITDA: | ||||
EBITDA | 7,835 | 2,588 | 11,660 | (2,432) |
Operating Segments | Franchise | ||||
Revenues: | ||||
Revenues | 57,354 | 64,227 | 116,111 | 133,040 |
Segment adjusted EBITDA: | ||||
EBITDA | 7,532 | 5,721 | 12,523 | 2,256 |
Operating Segments | Company-owned | ||||
Revenues: | ||||
Revenues | 2,613 | 5,043 | 5,727 | 13,048 |
Segment adjusted EBITDA: | ||||
EBITDA | $ 303 | $ (3,133) | $ (863) | $ (4,688) |