Management's Discussion and Analysis of Financial Condition and Results of
Operations (MD&A) is designed to provide a reader of our consolidated financial
statements with a narrative from the perspective of our management on our
financial condition, results of operations, liquidity and certain other factors
that may affect our future results. This MD&A should be read in conjunction with
the MD&A included in our June 30, 2022 Annual Report on Form 10-K and other
documents filed or furnished with the SEC during the current fiscal year.

MANAGEMENT'S OVERVIEW

Regis Corporation (NYSE:RGS) is a leader in the beauty salon industry. As of
September 30, 2022, the Company franchised, owned or held ownership interests in
5,494 worldwide locations. Our locations consisted of 5,418 system-wide North
American and international salons, and 76 locations in which we maintained a
non-controlling ownership interest less than 100 percent. Regis' franchised and
corporate locations operate under concepts such as Supercuts®, SmartStyle®, Cost
Cutters®, Roosters® and First Choice Haircutters®. Regis maintains an ownership
interest in Empire Education Group in the U.S. As of September 30, 2022, the
Company had 608 employees worldwide.

Merchandising Strategy



As part of the Company's transformation to focus on managing and nurturing
brands, and in line with its capital-light business, the Company adopted a new
merchandise strategy to shift its product business from a wholesale model to a
third-party distribution model. Management expects the change will positively
impact franchisees by providing them access to industry-leading pricing, loyalty
programs, promotional benefits, educational assets, and ongoing support. The
Company will receive a rebate from the third-party distributors which is
included in fees on the interim unaudited Condensed Consolidated Statement of
Operations. As a result of the change, product sales to franchisees will
continue to decrease and are expected to provide less revenue and costs in
fiscal year 2023 as compared to prior year.

CRITICAL ACCOUNTING POLICIES



The interim unaudited Condensed Consolidated Financial Statements are prepared
in conformity with accounting principles generally accepted in the United States
of America. In preparing the interim unaudited Condensed Consolidated Financial
Statements, we are required to make various judgments, estimates and assumptions
that could have a significant impact on the results reported in the interim
unaudited Condensed Consolidated Financial Statements. We base these estimates
on historical experience and other assumptions believed to be reasonable under
the circumstances. Estimates are considered to be critical if they meet both of
the following criteria: (1) the estimate requires assumptions about material
matters that are uncertain at the time the accounting estimates are made and
(2) other materially different estimates could have been reasonably made or
material changes in the estimates are reasonably likely to occur from period to
period. Changes in these estimates could have a material effect on our interim
unaudited Condensed Consolidated Financial Statements.

Our significant accounting policies can be found in Note 1 to the Consolidated
Financial Statements contained in Part II, Item 8 of the June 30, 2022 Annual
Report on Form 10-K, as well as Notes 1 and 2 to the unaudited Condensed
Consolidated Financial Statements contained within this Quarterly Report on
Form 10-Q. We believe the accounting policies related to the valuation of
goodwill and the valuation and estimated useful lives of long-lived assets are
most critical to aid in fully understanding and evaluating our reported
financial condition and results of operations. Discussion of each of these
policies is contained under "Critical Accounting Policies" in Part II, Item 7 of
our June 30, 2022 Annual Report on Form 10-K. Our policies related to revenue
recognition guidance can be found in Note 2 to the unaudited Condensed
Consolidated Financial Statements.

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RESULTS OF OPERATIONS

System-wide results



As an asset-light franchise platform, our results are impacted by our
system-wide sales, which include sales by all points of distribution, whether
owned by our franchisees or the Company. While we do not record sales by
franchisees as revenue, and such sales are not included in our unaudited
Condensed Consolidated Financial Statements, we believe that this operating
measure is important in obtaining an understanding of our financial performance.
We believe system-wide sales information aids in understanding how we derive
royalty revenue and in evaluating performance.

System-wide same-store sales by concept are detailed in the table below:

Three Months Ended September 30,


                                                                            2022                    2021

Supercuts                                                                        8.9  %                30.5  %
SmartStyle                                                                      (3.2)                  17.0
Portfolio Brands                                                                 3.6                   18.5
Consolidated system-wide same-store sales (1)                                    4.5  %                23.2  %


_______________________________________________________________________________

(1)System-wide same-store sales are calculated as the total change in sales for
system-wide franchise and company-owned locations that were open on a specific
day of the week during the current period and the corresponding prior period.
Quarterly system-wide same-store sales are the sum of the system-wide same-store
sales computed on a daily basis. Franchise salons that do not report daily sales
are excluded from same-store sales. System-wide same-store sales are calculated
in local currencies to remove foreign currency fluctuations from the
calculation.

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