[10-Q] Sally Beauty Holdings, Inc. Quarterly Earnings Report
Cushman & Wakefield plc (CWK) Form 4: Non-employee director Timothy H. Wennes was granted 11,873 restricted stock units (RSUs) on 01-Aug-2025 under the company鈥檚 2018 Omnibus Non-Employee Director Share and Cash Incentive Plan. Each RSU converts 1-for-1 into ordinary shares.
The RSUs carry a $0 exercise price and will vest and settle on the first anniversary of the grant date, provided Wennes remains on the board. After this transaction he holds 11,873 derivative securities; no open-market purchase or sale occurred, so cash outlay and immediate dilution are zero.
The filing reflects routine director compensation intended to align board and shareholder interests. Because it does not represent a discretionary insider buy or material share issuance, the near-term market impact is considered neutral.
Cushman & Wakefield plc (CWK) Modulo 4: Il direttore non dipendente Timothy H. Wennes ha ricevuto 11.873 unit脿 azionarie vincolate (RSU) il 01-ago-2025 nell'ambito del Piano Incentivi Azionari e in Contanti per Direttori Non Dipendenti 2018 della societ脿. Ogni RSU si converte in 1 azione ordinaria.
Le RSU hanno un prezzo di esercizio pari a $0 e matureranno e saranno regolate al primo anniversario della data di assegnazione, a condizione che Wennes rimanga nel consiglio di amministrazione. Dopo questa operazione detiene 11.873 titoli derivati; non si sono verificati acquisti o vendite sul mercato aperto, quindi non ci sono esborsi in contanti n茅 diluizione immediata.
La comunicazione riflette una compensazione ordinaria per i direttori, volta ad allineare gli interessi del consiglio e degli azionisti. Poich茅 non si tratta di un acquisto discrezionale da parte di un insider n茅 di un鈥檈missione azionaria significativa, l鈥檌mpatto sul mercato nel breve termine 猫 considerato neutrale.
Cushman & Wakefield plc (CWK) Formulario 4: El director no ejecutivo Timothy H. Wennes recibi贸 11,873 unidades de acciones restringidas (RSU) el 01 de agosto de 2025 bajo el Plan Omnibus de Acciones y Efectivo para Directores No Ejecutivos 2018 de la empresa. Cada RSU se convierte 1 a 1 en acciones ordinarias.
Las RSU tienen un precio de ejercicio de $0 y se consolidar谩n y liquidar谩n en el primer aniversario de la fecha de concesi贸n, siempre que Wennes contin煤e en la junta. Tras esta transacci贸n, posee 11,873 valores derivados; no hubo compra ni venta en el mercado abierto, por lo que no hubo desembolso en efectivo ni diluci贸n inmediata.
La presentaci贸n refleja una compensaci贸n rutinaria para directores destinada a alinear los intereses del consejo y los accionistas. Dado que no representa una compra discrecional por parte de un insider ni una emisi贸n significativa de acciones, el impacto en el mercado a corto plazo se considera neutral.
Cushman & Wakefield plc (CWK) Form 4: 牍勳瀯鞗� 鞚挫偓鞚� Timothy H. Wennes臧� 2025雲� 8鞗� 1鞚� 須岇偓鞚� 2018雲� 牍勳瀯鞗� 鞚挫偓 欤检嫕 氚� 順勱笀 鞚胳劶韹半笇 瓿勴殟鞐� 霐半澕 11,873臧滌潣 鞝滍暅 欤检嫕 雼渼(RSU)毳� 攵�鞐皼鞎橃姷雼堧嫟. 臧� 搁厂鲍电� 1雽�1搿� 氤错喌欤茧 鞝勴櫂霅╇媹雼�.
搁厂鲍电� 頄夓偓臧�瓴╈澊 $0鞚措┌, 攵�鞐澕搿滊秬韯� 1欤茧厔鞚� 霅橂姅 雮犾棎 Wennes臧� 鞚挫偓須岇棎 雮晞 鞛堧姅 臁瓣贝鞙茧 甓岆Μ臧� 頇曥爼霅橁碃 鞝曥偘霅╇媹雼�. 鞚� 瓯半灅 頉� 攴鸽姅 11,873臧滌潣 韺岇儩 歃濌秾鞚� 氤挫湢頃橁矊 霅橂┌, 瓿店皽 鞁滌灔鞐愳劀鞚� 毵るГ電� 鞐嗢棃鞙茧瘈搿� 順勱笀 歆�於滉臣 歃夑皝鞝侅澑 頋劃 須臣電� 鞐嗢姷雼堧嫟.
鞚� 靹滊 鞝滌稖鞚� 鞚挫偓須岇檧 欤检＜鞚� 鞚挫澋鞚� 鞚检箻鞁滍偆旮� 鞙勴暅 鞚检儊鞝侅澑 鞚挫偓 氤挫儊鞚� 氚橃榿頃╇媹雼�. 鞚措姅 鞛勳潣鞚� 雮措秬鞛� 毵れ垬雮� 欷戩殧頃� 欤检嫕 氚滍枆鞚� 鞎勲媹氙�搿� 雼赴鞝侅澑 鞁滌灔 鞓來枼鞚� 欷戨鞝�鞙茧 臧勳＜霅╇媹雼�.
Cushman & Wakefield plc (CWK) Formulaire 4 : Le directeur non salari茅 Timothy H. Wennes a re莽u 11 873 unit茅s d鈥檃ctions restreintes (RSU) le 1er ao没t 2025 dans le cadre du Plan Omnibus d鈥檃ctions et d鈥檌ncitations en esp猫ces pour administrateurs non salari茅s de 2018 de la soci茅t茅. Chaque RSU se convertit en une action ordinaire 脿 raison de 1 pour 1.
Les RSU ont un prix d鈥檈xercice de 0 $ et seront acquises et r茅gl茅es 脿 la date du premier anniversaire de l鈥檃ttribution, 脿 condition que Wennes reste au conseil d鈥檃dministration. Apr猫s cette op茅ration, il d茅tient 11 873 titres d茅riv茅s ; aucune transaction sur le march茅 ouvert n鈥檃 eu lieu, donc aucune d茅pense en esp猫ces ni dilution imm茅diate.
Ce d茅p么t refl猫te une r茅mun茅ration habituelle des administrateurs visant 脿 aligner les int茅r锚ts du conseil et des actionnaires. Comme il ne s鈥檃git pas d鈥檜n achat discr茅tionnaire par un initi茅 ni d鈥檜ne 茅mission significative d鈥檃ctions, l鈥檌mpact 脿 court terme sur le march茅 est consid茅r茅 comme neutre.
Cushman & Wakefield plc (CWK) Formular 4: Der nicht gesch盲ftsf眉hrende Direktor Timothy H. Wennes erhielt am 01. August 2025 11.873 Restricted Stock Units (RSUs) im Rahmen des Omnibus-Plans f眉r nicht gesch盲ftsf眉hrende Direktoren 2018 der Gesellschaft. Jede RSU wandelt sich 1:1 in Stammaktien um.
Die RSUs haben einen Aus眉bungspreis von 0 $ und werden am ersten Jahrestag der Gew盲hrung f盲llig und abgewickelt, sofern Wennes im Vorstand verbleibt. Nach dieser Transaktion h盲lt er 11.873 derivative Wertpapiere; es gab keinen Kauf oder Verkauf am offenen Markt, daher sind Baraufwand und unmittelbare Verw盲sserung null.
Die Meldung spiegelt eine routinem盲脽ige Verg眉tung der Direktoren wider, die darauf abzielt, die Interessen von Vorstand und Aktion盲ren in Einklang zu bringen. Da es sich nicht um einen diskretion盲ren Insider-Kauf oder eine wesentliche Aktienausgabe handelt, wird die kurzfristige Marktwirkung als neutral 别颈苍驳别蝉肠丑盲迟锄迟.
- 11,873 RSUs granted to a board member, modestly increasing potential insider ownership.
- One-year vesting encourages director retention and long-term alignment with shareholders.
- Grant is not a cash purchase; therefore it lacks the confidence signal of insider buying and has no immediate capital inflow to the company.
Insights
TL;DR: Routine RSU grant; aligns incentives, minimal investor impact.
The Form 4 shows Cushman & Wakefield awarding 11,873 RSUs to director Timothy H. Wennes. The award vests in 12 months, reinforcing board retention and share-price alignment. No cash changed hands and shares are not issued until vesting, so dilution is negligible against the company鈥檚 large float. Such scheduled grants are standard practice and do not carry the bullish signal of an open-market purchase. Accordingly, the disclosure is governance-neutral and unlikely to influence valuation or trading volumes.
Cushman & Wakefield plc (CWK) Modulo 4: Il direttore non dipendente Timothy H. Wennes ha ricevuto 11.873 unit脿 azionarie vincolate (RSU) il 01-ago-2025 nell'ambito del Piano Incentivi Azionari e in Contanti per Direttori Non Dipendenti 2018 della societ脿. Ogni RSU si converte in 1 azione ordinaria.
Le RSU hanno un prezzo di esercizio pari a $0 e matureranno e saranno regolate al primo anniversario della data di assegnazione, a condizione che Wennes rimanga nel consiglio di amministrazione. Dopo questa operazione detiene 11.873 titoli derivati; non si sono verificati acquisti o vendite sul mercato aperto, quindi non ci sono esborsi in contanti n茅 diluizione immediata.
La comunicazione riflette una compensazione ordinaria per i direttori, volta ad allineare gli interessi del consiglio e degli azionisti. Poich茅 non si tratta di un acquisto discrezionale da parte di un insider n茅 di un鈥檈missione azionaria significativa, l鈥檌mpatto sul mercato nel breve termine 猫 considerato neutrale.
Cushman & Wakefield plc (CWK) Formulario 4: El director no ejecutivo Timothy H. Wennes recibi贸 11,873 unidades de acciones restringidas (RSU) el 01 de agosto de 2025 bajo el Plan Omnibus de Acciones y Efectivo para Directores No Ejecutivos 2018 de la empresa. Cada RSU se convierte 1 a 1 en acciones ordinarias.
Las RSU tienen un precio de ejercicio de $0 y se consolidar谩n y liquidar谩n en el primer aniversario de la fecha de concesi贸n, siempre que Wennes contin煤e en la junta. Tras esta transacci贸n, posee 11,873 valores derivados; no hubo compra ni venta en el mercado abierto, por lo que no hubo desembolso en efectivo ni diluci贸n inmediata.
La presentaci贸n refleja una compensaci贸n rutinaria para directores destinada a alinear los intereses del consejo y los accionistas. Dado que no representa una compra discrecional por parte de un insider ni una emisi贸n significativa de acciones, el impacto en el mercado a corto plazo se considera neutral.
Cushman & Wakefield plc (CWK) Form 4: 牍勳瀯鞗� 鞚挫偓鞚� Timothy H. Wennes臧� 2025雲� 8鞗� 1鞚� 須岇偓鞚� 2018雲� 牍勳瀯鞗� 鞚挫偓 欤检嫕 氚� 順勱笀 鞚胳劶韹半笇 瓿勴殟鞐� 霐半澕 11,873臧滌潣 鞝滍暅 欤检嫕 雼渼(RSU)毳� 攵�鞐皼鞎橃姷雼堧嫟. 臧� 搁厂鲍电� 1雽�1搿� 氤错喌欤茧 鞝勴櫂霅╇媹雼�.
搁厂鲍电� 頄夓偓臧�瓴╈澊 $0鞚措┌, 攵�鞐澕搿滊秬韯� 1欤茧厔鞚� 霅橂姅 雮犾棎 Wennes臧� 鞚挫偓須岇棎 雮晞 鞛堧姅 臁瓣贝鞙茧 甓岆Μ臧� 頇曥爼霅橁碃 鞝曥偘霅╇媹雼�. 鞚� 瓯半灅 頉� 攴鸽姅 11,873臧滌潣 韺岇儩 歃濌秾鞚� 氤挫湢頃橁矊 霅橂┌, 瓿店皽 鞁滌灔鞐愳劀鞚� 毵るГ電� 鞐嗢棃鞙茧瘈搿� 順勱笀 歆�於滉臣 歃夑皝鞝侅澑 頋劃 須臣電� 鞐嗢姷雼堧嫟.
鞚� 靹滊 鞝滌稖鞚� 鞚挫偓須岇檧 欤检＜鞚� 鞚挫澋鞚� 鞚检箻鞁滍偆旮� 鞙勴暅 鞚检儊鞝侅澑 鞚挫偓 氤挫儊鞚� 氚橃榿頃╇媹雼�. 鞚措姅 鞛勳潣鞚� 雮措秬鞛� 毵れ垬雮� 欷戩殧頃� 欤检嫕 氚滍枆鞚� 鞎勲媹氙�搿� 雼赴鞝侅澑 鞁滌灔 鞓來枼鞚� 欷戨鞝�鞙茧 臧勳＜霅╇媹雼�.
Cushman & Wakefield plc (CWK) Formulaire 4 : Le directeur non salari茅 Timothy H. Wennes a re莽u 11 873 unit茅s d鈥檃ctions restreintes (RSU) le 1er ao没t 2025 dans le cadre du Plan Omnibus d鈥檃ctions et d鈥檌ncitations en esp猫ces pour administrateurs non salari茅s de 2018 de la soci茅t茅. Chaque RSU se convertit en une action ordinaire 脿 raison de 1 pour 1.
Les RSU ont un prix d鈥檈xercice de 0 $ et seront acquises et r茅gl茅es 脿 la date du premier anniversaire de l鈥檃ttribution, 脿 condition que Wennes reste au conseil d鈥檃dministration. Apr猫s cette op茅ration, il d茅tient 11 873 titres d茅riv茅s ; aucune transaction sur le march茅 ouvert n鈥檃 eu lieu, donc aucune d茅pense en esp猫ces ni dilution imm茅diate.
Ce d茅p么t refl猫te une r茅mun茅ration habituelle des administrateurs visant 脿 aligner les int茅r锚ts du conseil et des actionnaires. Comme il ne s鈥檃git pas d鈥檜n achat discr茅tionnaire par un initi茅 ni d鈥檜ne 茅mission significative d鈥檃ctions, l鈥檌mpact 脿 court terme sur le march茅 est consid茅r茅 comme neutre.
Cushman & Wakefield plc (CWK) Formular 4: Der nicht gesch盲ftsf眉hrende Direktor Timothy H. Wennes erhielt am 01. August 2025 11.873 Restricted Stock Units (RSUs) im Rahmen des Omnibus-Plans f眉r nicht gesch盲ftsf眉hrende Direktoren 2018 der Gesellschaft. Jede RSU wandelt sich 1:1 in Stammaktien um.
Die RSUs haben einen Aus眉bungspreis von 0 $ und werden am ersten Jahrestag der Gew盲hrung f盲llig und abgewickelt, sofern Wennes im Vorstand verbleibt. Nach dieser Transaktion h盲lt er 11.873 derivative Wertpapiere; es gab keinen Kauf oder Verkauf am offenen Markt, daher sind Baraufwand und unmittelbare Verw盲sserung null.
Die Meldung spiegelt eine routinem盲脽ige Verg眉tung der Direktoren wider, die darauf abzielt, die Interessen von Vorstand und Aktion盲ren in Einklang zu bringen. Da es sich nicht um einen diskretion盲ren Insider-Kauf oder eine wesentliche Aktienausgabe handelt, wird die kurzfristige Marktwirkung als neutral 别颈苍驳别蝉肠丑盲迟锄迟.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED:
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File No.
(Exact name of registrant as specified in its charter)
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
Number of shares of common stock outstanding as of July 31, 2025:
TABLE OF CONTENTS
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PART I — FINANCIAL INFORMATION |
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Item 1. Financial Statements |
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Condensed Consolidated Balance Sheets |
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Condensed Consolidated Statements of Earnings |
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Condensed Consolidated Statements of Comprehensive Income |
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Condensed Consolidated Statements of Stockholders’ Equity |
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Condensed Consolidated Statements of Cash Flows |
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Notes to Condensed Consolidated Financial Statements |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk |
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Item 4. Controls and Procedures |
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PART II — OTHER INFORMATION |
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Item 1. Legal Proceedings |
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Item 1A. Risk Factors |
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Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities. |
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Item 5. Other Information |
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Item 6. Exhibits |
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In this Quarterly Report, references to the "Company,” “Sally Beauty,” “our company,” “we,” “our,” “ours” and “us” refer to Sally Beauty Holdings, Inc. and its consolidated subsidiaries unless otherwise indicated or the context otherwise requires.
cautionary notice regarding forward-looking statements
Statements in this Quarterly Report on Form 10-Q and in the documents incorporated by reference herein that are not purely historical facts or that depend upon future events may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"). Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can,” “could,” “may,” “should,” “will,” “would,” or similar expressions may also identify such forward-looking statements.
Readers are cautioned not to place undue reliance on forward-looking statements as such statements speak only as of the date they were made and involve risks and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements. The most important factors that could cause our actual results to differ from our forward-looking statements are set forth in our description of risk factors in Item 1A contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024, which should be read in conjunction with the forward-looking statements in this report. Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update any forward-looking statement.
The events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. As a result, our actual results may differ materially from the results contemplated by these forward-looking statements.
3
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements.
SALLY BEAUTY HOLDINGS, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands, except par value data)
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Assets |
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Current assets: |
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Trade accounts receivable, net |
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Accounts receivable, other |
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Inventory |
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Total current assets |
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Property and equipment, net of accumulated depreciation of $ |
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Goodwill |
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Intangible assets, excluding goodwill, net of accumulated amortization of |
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Other assets |
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Total assets |
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Liabilities and Stockholders’ Equity |
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Current liabilities: |
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Current maturities of long-term debt |
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Accounts payable |
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Accrued liabilities |
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Current operating lease liabilities |
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Income taxes payable |
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Total current liabilities |
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Long-term debt |
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Long-term operating lease liabilities |
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Other liabilities |
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Deferred income tax liabilities, net |
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Total liabilities |
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Stockholders’ equity: |
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Common stock, $ |
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Preferred stock, $ |
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Accumulated earnings |
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Accumulated other comprehensive loss, net of tax |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
SALLY BEAUTY HOLDINGS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Earnings
(In thousands, except per share data)
(Unaudited)
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Three Months Ended |
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Nine Months Ended |
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Net sales |
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Cost of goods sold |
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Gross profit |
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Selling, general and administrative expenses |
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Restructuring |
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|
|
||||
Operating earnings |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings before provision for income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Provision for income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net earnings |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Diluted |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Weighted-average shares: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
SALLY BEAUTY HOLDINGS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income
(In thousands)
(Unaudited)
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net earnings |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustments |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Interest rate swap, net of tax |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Foreign exchange contracts, net of tax |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Other comprehensive income (loss), net of tax |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Total comprehensive income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
SALLY BEAUTY HOLDINGS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Stockholders’ Equity
(In thousands)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
||||||
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
Other |
|
|
Total |
|
||||||
|
Common Stock |
Paid-in |
|
|
Accumulated |
|
|
Comprehensive |
|
|
Stockholders’ |
|
|||||||||||
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Earnings |
|
|
Loss |
|
|
Equity |
|
||||||
Balance at September 30, 2024 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||
Net earnings |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Other comprehensive loss |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Share-based compensation |
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Stock issued for equity awards |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Employee withholding taxes paid |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Repurchases and cancellations of |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Balance at December 31, 2024 |
|
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Net earnings |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Other comprehensive income |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Share-based compensation |
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Stock issued for equity awards |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Employee withholding taxes paid |
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Repurchases and cancellations of |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Balance at March 31, 2025 |
|
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Net earnings |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Other comprehensive income |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Share-based compensation |
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Repurchases and cancellations of |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Balance at June 30, 2025 |
|
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
||||||
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
Other |
|
|
Total |
|
||||||
|
Common Stock |
Paid-in |
|
|
Accumulated |
|
|
Comprehensive |
|
|
Stockholders’ |
|
|||||||||||
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Earnings |
|
|
Loss |
|
|
Equity |
|
||||||
Balance at September 30, 2023 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||
Net earnings |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Other comprehensive income |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Share-based compensation |
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Stock issued for equity awards |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Employee withholding taxes paid |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Repurchases and cancellations of |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Balance at December 31, 2023 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||
Net earnings |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Other comprehensive loss |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Share-based compensation |
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Stock issued for equity awards |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Employee withholding taxes paid |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Repurchases and cancellations of |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Balance at March 31, 2024 |
|
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Net earnings |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Other comprehensive loss |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Share-based compensation |
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Stock issued for equity awards |
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Repurchases and cancellations of |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Balance at June 30, 2024 |
|
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
SALLY BEAUTY HOLDINGS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
|
|
Nine Months Ended June 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Cash Flows from Operating Activities: |
|
|
|
|
|
|
||
Net earnings |
|
$ |
|
|
$ |
|
||
Adjustments to reconcile net earnings to net cash provided |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Share-based compensation expense |
|
|
|
|
|
|
||
Amortization of deferred financing costs |
|
|
|
|
|
|
||
Loss on early extinguishment of debt |
|
|
|
|
|
|
||
Impairment of long-lived assets |
|
|
|
|
|
|
||
Loss (gain) on disposal of equipment and other property |
|
|
( |
) |
|
|
|
|
Gain on divestiture of subsidiary |
|
|
( |
) |
|
|
— |
|
Deferred income taxes |
|
|
( |
) |
|
|
( |
) |
Changes in (exclusive of effects of acquisitions): |
|
|
|
|
|
|
||
Trade accounts receivable |
|
|
|
|
|
|
||
Accounts receivable, other |
|
|
( |
) |
|
|
( |
) |
Inventory |
|
|
|
|
|
( |
) |
|
Other current assets |
|
|
|
|
|
|
||
Other assets |
|
|
|
|
|
( |
) |
|
Operating leases, net |
|
|
( |
) |
|
|
( |
) |
Accounts payable and accrued liabilities |
|
|
( |
) |
|
|
( |
) |
Income taxes payable |
|
|
( |
) |
|
|
|
|
Other liabilities |
|
|
( |
) |
|
|
( |
) |
Net cash provided by operating activities |
|
|
|
|
|
|
||
Cash Flows from Investing Activities: |
|
|
|
|
|
|
||
Payments for property and equipment |
|
|
( |
) |
|
|
( |
) |
Proceeds from sale of property and equipment, net |
|
|
|
|
|
— |
|
|
Proceeds from divestiture of subsidiary |
|
|
|
|
|
— |
|
|
Acquisitions, net of cash acquired |
|
|
( |
) |
|
|
( |
) |
Net cash used by investing activities |
|
|
( |
) |
|
|
( |
) |
Cash Flows from Financing Activities: |
|
|
|
|
|
|
||
Proceeds from issuance of long-term debt and ABL Facility |
|
|
|
|
|
|
||
Repayments of long-term debt and ABL Facility |
|
|
( |
) |
|
|
( |
) |
Debt issuance costs |
|
|
( |
) |
|
|
( |
) |
Proceeds from equity awards |
|
|
|
|
|
|
||
Payments for common stock repurchased |
|
|
( |
) |
|
|
( |
) |
Employee withholding taxes paid related to net share settlement of equity awards |
|
|
( |
) |
|
|
( |
) |
Net cash used by financing activities |
|
|
( |
) |
|
|
( |
) |
Effect of foreign exchange rate changes on cash and cash equivalents |
|
|
|
|
|
|
||
Net increase (decrease) in cash and cash equivalents |
|
|
|
|
|
( |
) |
|
Cash and cash equivalents, beginning of period |
|
|
|
|
|
|
||
Cash and cash equivalents, end of period |
|
$ |
|
|
$ |
|
||
Supplemental Cash Flow Information: |
|
|
|
|
|
|
||
Interest paid |
|
$ |
|
|
$ |
|
||
Income taxes paid |
|
$ |
|
|
$ |
|
||
Capital expenditures incurred but not paid |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these condensed consolidated financial statements.
8
Sally Beauty Holdings, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. Significant Accounting Policies
The unaudited condensed consolidated interim financial statements of Sally Beauty Holdings, Inc. and its subsidiaries included herein have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted, although we believe that the disclosures included herein are adequate for the interim period presented. These condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024. In the opinion of management, these unaudited condensed consolidated interim financial statements reflect all adjustments that are of a normal recurring nature and that are necessary to present fairly our consolidated financial position as of June 30, 2025, and September 30, 2024, our consolidated results of operations, consolidated comprehensive income, consolidated statements of stockholders’ equity for the three and nine months ended June 30, 2025 and 2024, and consolidated cash flows for the nine months ended June 30, 2025 and 2024.
The unaudited condensed consolidated interim financial statements include all accounts of Sally Beauty Holdings, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. All amounts are presented in U.S. Dollars.
We adhere to the same accounting policies in the preparation of our condensed consolidated interim financial statements as we do in the preparation of our full year consolidated financial statements. As permitted under GAAP, interim accounting for certain expenses, including income taxes, is based on full-year assumptions. For interim financial reporting purposes, income taxes are recorded based upon our estimated annual effective income tax.
In order to present our condensed consolidated interim financial statements in conformity with GAAP, we are required to make certain estimates and assumptions that impact our interim financial statements and supplementary disclosures. These estimates may use forecasted financial information based on reasonable assumptions available at the time of preparation; however, actual results could differ due to changes in facts and circumstances. Significant estimates and assumptions are involved in the accounting for sales allowances, deferred revenue, valuation of inventory, amortization and depreciation, intangible assets and goodwill, and other reserves. We believe these estimates and assumptions are reasonable based on management’s knowledge of current events and anticipated future actions, and changes in facts and circumstances may result in revised estimates and impact actual results. Revisions to estimates are recognized in the period in which the facts that give rise to the change become known.
2. Recent Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (“FASB”) issued accounting standards update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, to enhance segment disclosures for annual and interim consolidated financial statements, including significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”). The amendments in the update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The new standard is not expected to have a material impact on our consolidated financial statements; however, we expect to provide additional detail and disclosures upon adoption.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to expand disclosures in an entity’s income tax rate reconciliation table and the disaggregation of taxes paid in U.S. and foreign jurisdictions. The amendments in this update are effective for annual periods beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact of this update, but we do not expect the update to impact our consolidated results of operations or financial position.
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40), which requires, among other things, more detailed disclosure about types of expenses in commonly presented expense captions such as cost of goods sold and selling, general and administrative expenses. The update is intended to improve disclosures by providing amounts related to inventory purchases, employee compensation, depreciation, and amortization. The amendments in this update are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal
9
years beginning after December 15, 2027. Early adoption is permitted, but we currently do not expect to early adopt this standard. We are currently evaluating the impact of this update to our consolidated financial statements and disclosures.
3. Revenue Recognition
Substantially all of our revenue is derived through the sale of merchandise at the point-of-sale in our stores or when products are shipped for e-commerce orders. Revenue is recognized, net of estimated sales returns and sales taxes, when control of the merchandise is transferred to the customer. We estimate sales returns based on historical data.
Changes to our contract liabilities, which are included in accrued liabilities in our condensed consolidated balance sheets, were as follows (in thousands):
|
|
|
|
|
|
Nine Months Ended June 30, |
|
|||||
|
|
|
|
|
|
2025 |
|
|
2024 |
|
||
Beginning Balance |
|
|
|
|
|
$ |
|
|
$ |
|
||
Loyalty points and gift cards issued but not redeemed, net of estimated breakage |
|
|
|
|
|
|
||||||
Revenue recognized from beginning liability |
|
|
( |
) |
|
|
( |
) |
||||
Ending Balance |
|
|
|
|
|
$ |
|
|
$ |
|
||
See Note 12, Segment Reporting, for additional information regarding the disaggregation of our sales revenue.
4. Fair Value Measurements
We measure on a recurring basis and disclose the fair value of our financial instruments under the provisions of ASC Topic 820, Fair Value Measurement, as amended (“ASC 820”). We define “fair value” as the price that would be received to sell an asset or paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. ASC 820 establishes a three-level hierarchy for measuring fair value and requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. This valuation hierarchy is based upon the transparency of inputs used in the valuation of an asset or liability on the measurement date.
The three levels of that hierarchy are defined as follows:
Level 1 - Quoted prices are available in active markets for identical assets or liabilities;
Level 2 - Pricing inputs are other than quoted prices in active markets, included in Level 1, that are either directly or indirectly observable; and
Level 3 - Unobservable pricing inputs in which little or no market activity exists, therefore requiring an entity to develop its own model with estimates and assumptions.
Consistent with the fair value hierarchy, we categorized our financial assets and liabilities as follows:
(in thousands) |
|
Classification |
|
Fair Value Hierarchy Level |
|
June 30, |
|
|
September 30, |
|
||
Financial Assets: |
|
|
|
|
|
|
|
|
|
|
||
Foreign exchange contracts |
|
|
|
|
|
|
|
|
|
|
||
Designated cash flow hedges |
|
Other current assets |
|
Level 2 |
|
$ |
|
|
$ |
— |
|
|
Non-designated cash flow hedges |
|
Other current assets |
|
Level 2 |
|
|
|
|
|
|
||
Interest rate swap |
|
Other assets |
|
Level 2 |
|
|
|
|
|
— |
|
|
Total assets |
|
|
|
|
|
$ |
|
|
$ |
|
||
. |
|
|
|
|
|
|
|
|
|
|
||
Financial Liabilities: |
|
|
|
|
|
|
|
|
|
|
||
Foreign exchange contracts |
|
|
|
|
|
|
|
|
|
|
||
Designated cash flow hedges |
|
Accrued liabilities |
|
Level 2 |
|
$ |
|
|
$ |
— |
|
|
Non-designated cash flow hedges |
|
Accrued liabilities |
|
Level 2 |
|
|
|
|
|
|
||
Interest rate swap |
|
Other Liabilities |
|
Level 2 |
|
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
$ |
|
|
$ |
|
||
The fair value of each asset and liability was determined using widely accepted valuation techniques, including discounted cash flow analyses and observable inputs such as market interest rates and foreign exchange rates.
10
The carrying amounts, if any, of cash equivalents, trade and other accounts receivable, accounts payable, and borrowings under our $
|
|
Fair Value |
|
June 30, 2025 |
|
|
September 30, 2024 |
|
||||||||||
(in thousands) |
|
Hierarchy Level |
|
Carrying Value |
|
|
Fair Value |
|
|
Carrying Value |
|
|
Fair Value |
|
||||
Long-term debt, excluding finance lease obligations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
2032 Senior Notes |
|
Level 2 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Term Loan B |
|
Level 2 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total long-term debt |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The fair value of our senior notes was determined using unadjusted quoted market prices. The fair value of our Term Loan B agreement was determined using unadjusted quoted market prices for similar debt securities in active markets.
5. Stockholders’ Equity
Share Repurchases
In August 2017, our Board of Directors (the “Board”) approved a share repurchase program authorizing us to repurchase up to $
Accumulated Other Comprehensive Loss
The change in accumulated other comprehensive loss (“AOCL”) was as follows (in thousands):
|
|
Foreign Currency Translation Adjustments |
|
|
Interest Rate Swap |
|
|
Foreign Exchange Contracts |
|
|
Total |
|
|
||||
Balance at September 30, 2024 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Other comprehensive income (loss) before |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Reclassification to net earnings, net of tax |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Balance at June 30, 2025 |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
|
The tax impacts for the changes in other comprehensive income (loss) and the reclassifications to net earnings were not material.
11
6. Weighted-Average Shares
The following table presents a reconciliation of basic and diluted weighted-average shares (in thousands):
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Weighted-average basic shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stock option and stock award programs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average diluted shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Anti-dilutive options excluded from our computation of diluted shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
7. Property and Equipment, Net and Divesture of Subsidiary
During the nine months ended June 30, 2025, we sold our corporate headquarters located in Denton, Texas, to Denton County, Texas, for $
On April 1, 2025, we sold
8. Goodwill and Intangible Assets
During the three months ended March 31, 2025, we completed our annual impairment assessments for goodwill and indefinite-lived intangible assets. For our goodwill testing, we performed a qualitative analysis and determined that there was no indication of impairment requiring further quantitative testing. For our indefinite-lived intangible asset assessment, we performed a quantitative analysis and determined a trade name within the SBS reporting segment, as defined below, was fully impaired. As a result, we recognized an impairment loss of $
Goodwill allocated to our Sally Beauty Supply ("SBS") and Beauty Systems Group ("BSG") reporting units, which are also defined as our SBS and BSG segments, was $
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Intangible assets amortization expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
For the nine months ended June 30, 2025, changes in goodwill reflect the effects of foreign currency translation adjustments of $
12
9. Accrued Liabilities
Accrued liabilities consist of the following (in thousands):
|
|
June 30, |
|
|
September 30, |
|
||
Compensation and benefits |
|
$ |
|
|
$ |
|
||
Deferred revenue |
|
|
|
|
|
|
||
Interest payable |
|
|
|
|
|
|
||
Accrued freight |
|
|
|
|
|
|
||
Rental obligations |
|
|
|
|
|
|
||
Insurance reserves |
|
|
|
|
|
|
||
Operating accruals and other |
|
|
|
|
|
|
||
Total accrued liabilities |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
10. Short-term and Long-term Debt
In December 2024, the Company and other parties to the ABL Facility entered into a fifth amendment, which, among other things, extended the maturity date to
Additionally, during the three months ended December 31, 2024, March 31, 2025, and June 30, 2025, we voluntarily repaid $
11. Derivative Instruments and Hedging Activities
During the nine months ended June 30, 2025, we did
Designated Cash Flow Hedges
Foreign Currency Forwards
We regularly enter into foreign currency forwards to mitigate our exposure to exchange rate changes on forecasted inventory purchases in U.S. dollars by our foreign subsidiaries.
Notional Currency |
|
Notional Amount |
|
|
Mexican Peso |
|
$ |
|
|
Canadian Dollar |
|
|
|
|
Euro |
|
|
|
|
Total |
|
$ |
|
|
The changes in fair value related to these foreign currency forwards are recorded quarterly into AOCL. As the forwards are exercised, the realized gains or losses are recognized into cost of goods sold (“COGS”), based on inventory turns, in our condensed consolidated statements of earnings. For the three months ended June 30, 2025 and 2024, we recognized net gains of $
13
Interest Rate Swap
In April 2023, we entered into a
Each month, we recognize either income or expense, based on the position of the interest rates, into interest expense on our condensed consolidated statements of earnings related to the Interest Rate Swap. For the three months ended June 30, 2025 and 2024, we recognized income of $
Non-Designated Derivative Instruments
We also enter into foreign exchange forward contracts to mitigate our exposure to exchange rate fluctuations related to certain intercompany balances that are not considered permanently invested.
Notional Currency |
|
Notional Amount |
|
|
British Pound |
|
$ |
|
|
Euro |
|
|
|
|
Canadian Dollar |
|
|
|
|
Mexican Peso |
|
|
|
|
Total |
|
$ |
|
|
12. Segment Reporting
Segment data for the three and nine months ended June 30, 2025 and 2024, is as follows (in thousands):
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
SBS |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
BSG |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Earnings before provision for income taxes: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment operating earnings: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
SBS |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
BSG |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment operating earnings |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unallocated expenses (a) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restructuring |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Consolidated operating earnings |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings before provision for income taxes |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Sales between segments, which are eliminated in consolidation, were not material during the three and nine months ended June 30, 2025 and 2024.
14
Disaggregation of net sales by segment
Periodically, we make minor adjustments to our product hierarchy, which impacts the roll-up of our merchandise categories. As a result, certain prior year amounts have been reclassified to conform to current year presentation. The following tables disaggregate our segment revenues by merchandise category.
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
SBS |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Hair color |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Hair care |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Styling tools and supplies |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Nail |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Skin and cosmetics |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Other beauty items |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Total |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
BSG |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Hair color |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Hair care |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Styling tools and supplies |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Skin and cosmetics |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Nail |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Other beauty items |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Total |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
The following tables disaggregate our segment revenue by sales channels:
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
SBS |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Company-operated stores |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
E-commerce |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Total |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
BSG |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Company-operated stores |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
E-commerce |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Distributor sales consultants |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Franchise stores |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Total |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
15
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This section discusses management’s view of the financial condition, results of operations and cash flows of Sally Beauty for the periods covered by this Quarterly Report. This section should be read in conjunction with the information contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024, including the Risk Factors sections therein, as well as the condensed consolidated interim financial statements and accompanying notes included elsewhere in this Quarterly Report.
Financial Summary for the Three Months Ended June 30, 2025
Comparable Sales
We consider comparable sales to be an appropriate performance indicator to measure our sales growth compared to the prior period. Our comparable sales metric includes sales from stores that have been operating for 14 months or longer as of the end of the reporting period, as well as sales from e-commerce revenue, sales to franchisees, and full service sales. Our comparable sales metric excludes the impact of foreign exchange rate fluctuations and sales from stores relocated until 14 months after the relocation. Similarly, revenue from acquired stores is excluded from our comparable sales metric until 14 months after the acquisition. Our calculation of comparable sales might not be the same as other retailers as the calculation varies across the retail industry.
16
Overview
Key Operating Metrics
The following table sets forth, for the periods indicated, information concerning key measures on which we rely to evaluate our operating performance (dollars in thousands):
|
|
Three Months Ended June 30, |
|
|
Nine Months Ended June 30, |
|
||||||||||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
Increase (Decrease) |
|
|
2025 |
|
|
2024 |
|
|
Increase (Decrease) |
|
||||||||||||||
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
SBS |
|
$ |
526,782 |
|
|
$ |
536,536 |
|
|
$ |
(9,754 |
) |
|
|
(1.8 |
)% |
|
$ |
1,552,803 |
|
|
$ |
1,573,015 |
|
|
$ |
(20,212 |
) |
|
|
(1.3 |
)% |
BSG |
|
|
406,525 |
|
|
|
405,804 |
|
|
|
721 |
|
|
|
0.2 |
% |
|
|
1,201,545 |
|
|
|
1,208,988 |
|
|
|
(7,443 |
) |
|
|
(0.6 |
)% |
Consolidated |
|
$ |
933,307 |
|
|
$ |
942,340 |
|
|
$ |
(9,033 |
) |
|
|
(1.0 |
)% |
|
$ |
2,754,348 |
|
|
$ |
2,782,003 |
|
|
$ |
(27,655 |
) |
|
|
(1.0 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gross profit: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
SBS |
|
$ |
320,866 |
|
|
$ |
321,051 |
|
|
$ |
(185 |
) |
|
|
(0.1 |
)% |
|
$ |
940,519 |
|
|
$ |
935,189 |
|
|
$ |
5,330 |
|
|
|
0.6 |
% |
BSG |
|
|
160,119 |
|
|
|
159,832 |
|
|
|
287 |
|
|
|
0.2 |
% |
|
|
476,123 |
|
|
|
475,942 |
|
|
|
181 |
|
|
|
0.0 |
% |
Consolidated |
|
$ |
480,985 |
|
|
$ |
480,883 |
|
|
$ |
102 |
|
|
|
0.0 |
% |
|
$ |
1,416,642 |
|
|
$ |
1,411,131 |
|
|
$ |
5,511 |
|
|
|
0.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment gross margin: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
SBS |
|
|
60.9 |
% |
|
|
59.8 |
% |
|
110 |
|
|
bps |
|
|
|
60.6 |
% |
|
|
59.5 |
% |
|
110 |
|
|
bps |
|
||||
BSG |
|
|
39.4 |
% |
|
|
39.4 |
% |
|
— |
|
|
bps |
|
|
|
39.6 |
% |
|
|
39.4 |
% |
|
20 |
|
|
bps |
|
||||
Consolidated |
|
|
51.5 |
% |
|
|
51.0 |
% |
|
50 |
|
|
bps |
|
|
|
51.4 |
% |
|
|
50.7 |
% |
|
70 |
|
|
bps |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net earnings: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment operating earnings: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
SBS |
|
$ |
83,305 |
|
|
$ |
86,938 |
|
|
$ |
(3,633 |
) |
|
|
(4.2 |
)% |
|
$ |
240,484 |
|
|
$ |
241,387 |
|
|
$ |
(903 |
) |
|
|
(0.4 |
)% |
BSG |
|
|
50,672 |
|
|
|
46,753 |
|
|
|
3,919 |
|
|
|
8.4 |
% |
|
|
145,075 |
|
|
|
134,395 |
|
|
|
10,680 |
|
|
|
7.9 |
% |
Segment operating earnings |
|
|
133,977 |
|
|
|
133,691 |
|
|
|
286 |
|
|
|
0.2 |
% |
|
|
385,559 |
|
|
|
375,782 |
|
|
|
9,777 |
|
|
|
2.6 |
% |
Unallocated expenses and restructuring(a) |
|
|
55,804 |
|
|
|
61,921 |
|
|
|
(6,117 |
) |
|
|
(9.9 |
)% |
|
|
137,693 |
|
|
|
175,315 |
|
|
|
(37,622 |
) |
|
|
(21.5 |
)% |
Consolidated operating earnings |
|
|
78,173 |
|
|
|
71,770 |
|
|
|
6,403 |
|
|
|
8.9 |
% |
|
|
247,866 |
|
|
|
200,467 |
|
|
|
47,399 |
|
|
|
23.6 |
% |
Interest expense |
|
|
15,709 |
|
|
|
20,707 |
|
|
|
(4,998 |
) |
|
|
(24.1 |
)% |
|
|
49,440 |
|
|
|
58,544 |
|
|
|
(9,104 |
) |
|
|
(15.6 |
)% |
Earnings before provision for income taxes |
|
|
62,464 |
|
|
|
51,063 |
|
|
|
11,401 |
|
|
|
22.3 |
% |
|
|
198,426 |
|
|
|
141,923 |
|
|
|
56,503 |
|
|
|
39.8 |
% |
Provision for income taxes |
|
|
16,740 |
|
|
|
13,339 |
|
|
|
3,401 |
|
|
|
25.5 |
% |
|
|
52,479 |
|
|
|
36,565 |
|
|
|
15,914 |
|
|
|
43.5 |
% |
Net earnings |
|
$ |
45,724 |
|
|
$ |
37,724 |
|
|
$ |
8,000 |
|
|
|
21.2 |
% |
|
$ |
145,947 |
|
|
$ |
105,358 |
|
|
$ |
40,589 |
|
|
|
38.5 |
% |
|
|
. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Comparable sales growth (decline): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
SBS |
|
|
(1.1 |
)% |
|
|
0.7 |
% |
|
(180) |
|
|
bps |
|
|
|
0.1 |
% |
|
|
(1.7 |
)% |
|
180 |
|
|
bps |
|
||||
BSG |
|
|
0.5 |
% |
|
|
2.6 |
% |
|
(210) |
|
|
bps |
|
|
|
(0.2 |
)% |
|
|
1.8 |
% |
|
(200) |
|
|
bps |
|
||||
Consolidated |
|
|
(0.4 |
)% |
|
|
1.5 |
% |
|
(190) |
|
|
bps |
|
|
|
— |
|
|
|
(0.2 |
)% |
|
20 |
|
|
bps |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Number of stores at end-of-period (including franchises): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
SBS |
|
|
3,096 |
|
|
|
3,128 |
|
|
|
(32 |
) |
|
|
(1.0 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
||||
BSG |
|
|
1,329 |
|
|
|
1,332 |
|
|
|
(3 |
) |
|
|
(0.2 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consolidated |
|
|
4,425 |
|
|
|
4,460 |
|
|
|
(35 |
) |
|
|
(0.8 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
||||
17
Results of Operations
The Three Months Ended June 30, 2025, compared to the Three Months Ended June 30, 2024
Net Sales
SBS. The decrease in net sales for SBS was primarily driven by the following (in thousands):
Comparable sales |
|
$ |
(5,929 |
) |
Sales outside comparable sales (a) |
|
|
(4,222 |
) |
Foreign currency exchange |
|
|
397 |
|
Total |
|
$ |
(9,754 |
) |
SBS’s net sales decrease was driven primarily by lower comparable sales and the impacts of net store closures over the past 12 months. The decrease in comparable sales was primarily a result of macro uncertainty, which impacted consumer spending, partially offset by strong growth in hair color and digital marketplaces.
BSG. The increase in net sales for BSG was primarily driven by the following (in thousands):
Comparable sales |
|
$ |
2,089 |
|
Sales outside comparable sales (a) |
|
|
(989 |
) |
Foreign currency exchange |
|
|
(379 |
) |
Total |
|
$ |
721 |
|
BSG’s net sales increase was primarily from higher comparable sales resulting from continued momentum from expanded distribution and new brand innovation, partially offset by the impacts of net store closures over the past 12 months.
Gross Profit
SBS. SBS’s gross profit was relatively flat for the three months ended June 30, 2025, as a result of lower net sales, partially offset by a higher gross margin. SBS’s gross margin improvement was driven primarily by higher product margins resulting from benefits from our Fuel for Growth initiative, lower distribution and freight costs, and lower shrink expense, partially offset by an inventory write-off in our European operations in connection with our Fuel for Growth initiative.
BSG. BSG’s gross profit was relatively flat for the three months ended June 30, 2025, as a result of slightly higher net sales, while gross margin was unchanged. BSG’s gross margin was flat to last year, but included lower distribution and freight costs, offset by lower product margins related to brand mix.
Selling, General and Administrative Expenses
SBS. SBS’s selling, general and administrative expenses increased $3.4 million, or 1.5%, for the three months ended June 30, 2025, and included a favorable impact from foreign exchange rates of $4.0 million. As a percentage of SBS net sales, selling, general and administrative expenses for the three months ended June 30, 2025, were 45.1%, compared to 43.6% for the three months ended June 30, 2024. The increase as a percentage of sales was primarily due to deleveraging resulting from lower net sales and an increase in labor and other compensation-related expenses.
BSG. BSG’s selling, general and administrative expenses decreased $3.6 million, or 3.2%, for the three months ended June 30, 2025. As a percentage of BSG net sales, selling, general and administrative expenses for the three months ended June 30, 2025, were 26.9% compared to 27.9% for the three months ended June 30, 2024. The decrease as a percentage of sales was primarily due to decreases in depreciation expense and delivery expense.
Unallocated. Unallocated selling, general and administrative expenses, which represent certain corporate costs that have not been charged to our reporting segments, decreased $5.7 million, or 9.3%, for the three months ended June 30, 2025, primarily due to lower costs in connection to our Fuel for Growth initiative and savings generated from this initiative, partially offset by higher information technology costs and an increase in labor and other compensation-related expenses.
Interest Expense
The decrease in interest expense was driven by a lower outstanding principle balance and interest rate on our Term Loan B, fewer borrowings on our ABL facility, and lower losses on debt extinguishment compared to the prior year.
18
Provision for Income Taxes
The effective tax rate was 26.8% and 26.1% for the three months ended June 30, 2025 and 2024, respectively. The increase in the effective tax rate was primarily due to the divestiture of Spain operations and the associated net operating losses not utilized.
In December of 2021, the Organization for Economic Cooperation and Development (OECD) established a framework, referred to as Pillar 2, designed to ensure large multinational enterprises pay a minimum 15 percent level of tax on the income arising in each jurisdiction in which they operate. The earliest effective date is for taxable years beginning after December 31, 2023, which for us is fiscal year 2025. Numerous jurisdictions in which Sally Beauty operates have enacted the OECD model rules or drafted legislation, including Belgium, Canada, France, Germany, Ireland, Italy, Netherlands, Spain, and the United Kingdom. The United States is not subject to Pillar 2. We do not expect this legislation to have a material impact on our consolidated financial statements. We will continue to monitor and evaluate new legislation and guidance, which could change our current assessment.
The Nine Months Ended June 30, 2025, compared to the Nine Months Ended June 30, 2024
Net Sales
SBS. The decrease in net sales for SBS was primarily driven by the following (in thousands):
Comparable sales |
|
$ |
1,675 |
|
Sales outside comparable sales (a) |
|
|
(9,786 |
) |
Foreign currency exchange |
|
|
(12,101 |
) |
Total |
|
$ |
(20,212 |
) |
SBS’s net sales decrease was primarily driven by negative impacts from foreign exchange rates and net stores closed during the prior 12 months, partially offset by an increase in comparable sales. The increase in comparable sales was primarily driven by strong growth in hair color and digital marketplaces, partially offset by external factors that impacted consumer spending, including weather, an unusually harsh flu season and macro uncertainty.
BSG. The decrease in net sales for BSG was primarily driven by the following (in thousands):
Comparable sales |
|
$ |
(2,665 |
) |
Sales outside comparable sales (a) |
|
|
(1,532 |
) |
Foreign currency exchange |
|
|
(3,246 |
) |
Total |
|
$ |
(7,443 |
) |
BSG’s net sales decrease reflects external factors during the fiscal year that impacted stylist purchasing behavior, including weather, an unusually harsh flu season and macro uncertainty, negative impacts from foreign exchange rates, and the impacts of net store closures over the past 12 months, partially offset by continued momentum from expanded distribution and new brand innovation.
Gross Profit
SBS. SBS’s gross profit increased for the nine months ended June 30, 2025, as a result of a higher gross margin, partially offset by lower net sales. SBS’s gross margin improvement was primarily driven by lower distribution and freight costs and higher product margins, resulting from enhanced promotional strategies and benefits from our Fuel for Growth initiative, partially offset by an inventory write-off in our European operations in connection with our Fuel for Growth initiative.
BSG. BSG’s gross profit was relatively unchanged for the nine months ended June 30, 2025, as a result of fewer net sales, partially offset by a higher gross margin. BSG’s gross margin improvement was driven by lower distribution and freight costs from supply chain efficiencies, partially offset by lower product margins related to brand mix.
Selling, General and Administrative Expenses
SBS. SBS’s selling, general and administrative expenses increased $6.2 million, or 0.9%, for the nine months ended June 30, 2025, and included a favorable impact from foreign exchange rates of $8.9 million. As a percentage of SBS net sales, selling, general and administrative expenses for the nine months ended June 30, 2025, were 45.1%, compared to 44.1% for the nine months ended June 30, 2024. The increase as a percentage of sales was primarily due to deleveraging resulting from lower net sales, increased labor and other compensation-related expenses and an impairment charge related to a trade name (non-cash expense of $1.8 million), partially offset by other Fuel for Growth benefits.
BSG. BSG’s selling, general and administrative expenses decreased $10.5 million, or 3.1%, for the nine months ended June 30, 2025. As a percentage of BSG net sales, selling, general and administrative expenses for the nine months ended June 30, 2025, were 27.6%
19
compared to 28.3% for the nine months ended June 30, 2024. The decrease as a percentage of sales was primarily due to decreases in delivery expense, depreciation expense, and savings generated from our Fuel for Growth initiative.
Unallocated. Unallocated selling, general and administrative expenses, which represent certain corporate costs that have not been charged to our reporting segments, decreased $37.3 million, or 21.3%, for the nine months ended June 30, 2025, primarily due to a $26.6 million gain on the sale of our corporate headquarters and lower costs in connection to our Fuel for Growth initiative, partially offset by increased labor and other compensation-related expenses.
Interest Expense
The decrease in interest expense was driven by a lower outstanding principle balance and interest rate on our Term Loan B, a lower average outstanding balance on our ABL Facility, and lower losses on debt extinguishment compared to the prior year.
Provision for Income Taxes
The effective tax rate was 26.4% and 25.8% for the nine months ended June 30, 2025 and 2024, respectively. The increase in the effective tax rate was primarily due to foreign operations, including the divestiture of Spain operations, and higher federal tax credits in the prior year.
Liquidity and Capital Resources
Overview
Our principal sources of liquidity are cash from operations, cash and cash equivalents, and borrowings under our ABL Facility. We utilize these resources primarily to fund our operating costs, working capital requirements, capital expenditures, and scheduled debt service obligations, including interest and principal payments. Additionally, under our share repurchase program (see below for more details) we may repurchase shares of our common stock on the open market to return value to our shareholders. At June 30, 2025, we had $595.3 million of available liquidity, which includes $482.5 million available for borrowing under our ABL Facility and cash and cash equivalents of $112.8 million.
Our working capital (current assets less current liabilities) increased $25.2 million, to $737.8 million at June 30, 2025, compared to $712.6 million at September 30, 2024. The increase was primarily driven by the timing of accounts payable and income taxes payments, partially offset by lower inventory, as a result of a strategic reduction in slower moving products and the negative impacts of foreign exchange rates of $6.1 million, the disposal of assets held for sale previously included in other current assets as a result of the sale of our corporate headquarters, and the timing of lease renewals.
We anticipate that existing cash balances (excluding certain amounts permanently invested in connection with foreign operations), cash expected to be generated by operations, and funds available under our ABL Facility will be sufficient to fund our working capital and capital expenditure requirements over the next twelve months.
Cash Flows
|
|
Nine Months Ended June 30, |
|
|||||
(in thousands) |
|
2025 |
|
|
2024 |
|
||
Net cash provided by operating activities |
|
$ |
153,952 |
|
|
$ |
135,855 |
|
Net cash used by investing activities |
|
|
(12,940 |
) |
|
|
(64,026 |
) |
Net cash used by financing activities |
|
|
(137,863 |
) |
|
|
(97,835 |
) |
Net Cash Provided by Operating Activities
The increase in cash provided by operating activities was primarily driven by lower inventory purchases and lower interest paid on our debt, partially offset by the timing of accounts payable and income tax payments, and lower cash receipts from customers.
Net Cash Used by Investing Activities
The decrease in cash used by investing activities was primarily the result of receiving $43.6 million from the sale of our corporate headquarters, lower capital expenditures as we lapped technology investments in the prior year, offset by investments in store improvements, and $3.1 million from the divesture of our operations in Spain.
Net Cash Used by Financing Activities
The increase in cash used by financing activities was primarily due to the higher net paydown of our long-term debt in the current year compared to the prior year, partially offset by fewer shares repurchased in the current year under our share repurchase program.
20
Debt and Guarantor Financial Information
At June 30, 2025, we had $896.0 million in outstanding debt principal, excluding unamortized debt issuance costs and debt discounts, in the aggregate, of $9.6 million. Our debt consists of $600.0 million in 2032 Senior Notes outstanding, and $296.0 million remaining on our Term Loan B. There were no outstanding borrowings under our ABL Facility. See Note 10, Short-term and Long-term Debt, in Item 1 of this quarterly report for more information on our debt.
We utilize our ABL Facility for the issuance of letters of credit, certain working capital and liquidity needs, and to manage normal fluctuations in our operational cash flow. In that regard, we may from time to time draw funds under the ABL Facility for general corporate purposes including funding of capital expenditures, acquisitions, paying down other debt and share repurchases. Amounts drawn on our ABL Facility are generally paid down with cash provided by our operating activities. During the nine months ended June 30, 2025, the weighted average interest rate on our borrowings under the ABL Facility was 7.4%.
We are currently in compliance with the agreements and instruments governing our debt, including our financial covenants.
Guarantor Financial Information
Our 2032 Senior Notes were issued by our wholly owned subsidiaries, Sally Holdings LLC and Sally Capital Inc. (together, the “Issuers”). The notes are unsecured debt instruments guaranteed by us and certain of our wholly owned domestic subsidiaries (together, the “Guarantors”) and have certain restrictions on the ability of our subsidiaries to make certain restrictive payments to Sally Beauty. The guarantees are joint and several, and full and unconditional. Certain other subsidiaries, including our foreign subsidiaries, do not serve as guarantors.
The following summarized consolidating financial information represents financial information for the Issuers and the Guarantors on a combined basis. All transactions and intercompany balances between these combined entities have been eliminated.
The following table presents the summarized balance sheets information for the Issuers and the Guarantors as of June 30, 2025, and September 30, 2024:
(in thousands) |
|
June 30, 2025 |
|
|
September 30, 2024 |
|
||
Cash and cash equivalents |
|
$ |
41,923 |
|
|
$ |
32,817 |
|
Inventory |
|
$ |
745,712 |
|
|
$ |
781,512 |
|
Current assets |
|
$ |
882,588 |
|
|
$ |
914,686 |
|
Total assets |
|
$ |
2,048,655 |
|
|
$ |
2,085,179 |
|
Intercompany payable |
|
$ |
14,892 |
|
|
$ |
6,939 |
|
Current liabilities |
|
$ |
421,673 |
|
|
$ |
479,052 |
|
Total liabilities |
|
$ |
1,785,679 |
|
|
$ |
1,951,874 |
|
The following table presents the summarized statement of earnings information for the Issuers and the Guarantors for the nine months ended June 30, 2025 (in thousands):
Net sales |
|
$ |
2,228,990 |
|
|
Gross profit |
|
$ |
1,166,591 |
|
|
Earnings before provision for income taxes |
|
$ |
182,605 |
|
|
Net Earnings |
|
$ |
135,873 |
|
|
Share Repurchase Programs
Under our current share repurchase program, we may from time to time repurchase our common stock on the open market in compliance with all SEC rules, including Rule 10b-18, and other legal requirements, and may be made in part under Rule 10b5-1 plans, which permit stock repurchases when the Company might otherwise be precluded from doing so. During the nine months ended June 30, 2025 and 2024, we repurchased 3.3 million shares and 4.3 million shares of our common stock for $33.0 million and $50.0 million, respectively, under our share repurchase program, excluding the impact of excise taxes. See Note 5, Stockholders’ Equity, for more information about our share repurchase program.
Contractual Obligations
Other than our debt, as discussed above, there have been no material changes outside the ordinary course of our business to our contractual obligations since September 30, 2024.
Off-Balance Sheet Financing Arrangements
At June 30, 2025, and September 30, 2024, we had no off-balance sheet financing arrangements other than outstanding letters of credit related to inventory purchases and self-insurance programs.
21
Critical Accounting Estimates
There have been no material changes to our critical accounting estimates or assumptions as disclosed in Item 7. "Management Discussion and Analysis of Financial Condition and Results of Operation" in Part II on our Annual Report on Form 10-K for the fiscal year ended September 30, 2024.
Recent Accounting Pronouncements
See Note 2 of the Notes to Condensed Consolidated Financial Statements in Item 1 – “Financial Statements” in Part I – Financial Information.
U.S. Income Tax Regulations
On July 4, 2025, “The One Big Beautiful Bill Act” was signed into law. ASC Topic 740, Income Taxes, requires the effects of changes in tax law or rate to be recognized in the period in which the legislation is enacted. The Company is currently evaluating the enacted legislation and the impact on its financial statements.
22
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a multinational corporation, we are subject to certain market risks including foreign currency fluctuations, interest rates and government actions. There have been no material changes to our market risks from those disclosed in Item 7A. “Quantitative and Qualitative Disclosures about Market Risk” in Part II of our Annual Report on Form 10-K for the fiscal year ended September 30, 2024.
Item 4. Controls and Procedures
Controls Evaluation and Related CEO and CFO Certifications. Our management, with the participation of our principal executive officer (“CEO”) and principal financial officer (“CFO”), conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2025. The controls evaluation was conducted by our Disclosure Committee, comprised of senior representatives from our finance, accounting, internal audit, and legal departments under the supervision of our CEO and CFO.
Certifications of our CEO and our CFO, which are required in accordance with Rule 13a-14 of the Exchange Act, are attached as exhibits to this Quarterly Report. This “Controls and Procedures” section includes the information concerning the controls evaluation referred to in the certifications, and it should be read in conjunction with the certifications for a more complete understanding of the topics presented.
Limitations on the Effectiveness of Controls. We do not expect that our disclosure controls and procedures will prevent all errors and all fraud. A system of controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the system are met. Because of the limitations in all such systems, no evaluation can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Furthermore, the design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how unlikely. Because of these inherent limitations in a cost-effective system of controls and procedures, misstatements or omissions due to error or fraud may occur and not be detected.
Scope of the Controls Evaluation. The evaluation of our disclosure controls and procedures included a review of their objectives and design, our implementation of the controls and procedures and the effect of the controls and procedures on the information generated for use in this Quarterly Report. In the course of the evaluation, we sought to identify whether we had any data errors, control problems or acts of fraud and to confirm that appropriate corrective action, including process improvements, was being undertaken if needed. This type of evaluation is performed on a quarterly basis so that conclusions concerning the effectiveness of our disclosure controls and procedures can be reported in our Quarterly Reports on Form 10-Q and our Annual Reports on Form 10-K. Many of the components of our disclosure controls and procedures are also evaluated by our internal audit department, by our legal department and by personnel in our finance organization. The overall goals of these various evaluation activities are to monitor our disclosure controls and procedures on an ongoing basis and to maintain them as dynamic systems that change as conditions warrant.
Conclusions regarding Disclosure Controls. Based on the required evaluation of our disclosure controls and procedures, our CEO and CFO have concluded that, as of June 30, 2025, we maintain disclosure controls and procedures that are effective in providing reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting. During our most recent fiscal quarter there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
23
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
We are involved, from time to time, in various claims and lawsuits incidental to the conduct of our business in the ordinary course. We carry insurance coverage in such amounts in excess of our self-insured retention as we believe to be reasonable under the circumstances and that may or may not cover any or all of our liabilities in respect of these matters. We do not believe that the ultimate resolution of these matters will have a material adverse impact on our consolidated financial position, cash flows or results of operations.
We are subject to a number of U.S., federal, state and local laws and regulations, as well as the laws and regulations applicable in each foreign country or jurisdiction in which we do business. These laws and regulations govern, among other things, the composition, packaging, labeling and safety of the products we sell, the methods we use to sell these products and the methods we use to import these products. We believe that we are in material compliance with such laws and regulations, although no assurance can be provided that this will remain true going forward.
Item 1A. Risk Factors
In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors contained in Item 1A. “Risk Factors” in Part I of our Annual Report on Form 10-K for the fiscal year ended September 30, 2024, which could materially affect our business, financial condition or future results. There have been no material changes from the risk factors disclosed in such Annual Report. The risks described in such Annual Report and herein are not the only risks facing our company.
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
Information regarding shares of common stock we repurchased during the quarter ended June 30, 2025, excluding the impact of excise taxes, is as follows:
Fiscal Period |
|
Total Number of Shares Purchased (1) |
|
|
Average Price Paid per Share (2) |
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) |
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs |
|
||||
Apr 1 - Apr 30, 2025 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
500,792,460 |
|
May 1 - May 31, 2025 |
|
|
610,460 |
|
|
|
9.00 |
|
|
|
610,460 |
|
|
|
495,298,261 |
|
Jun 1 - Jun 30, 2025 |
|
|
845,404 |
|
|
|
8.90 |
|
|
|
845,404 |
|
|
|
487,774,455 |
|
Total this quarter |
|
|
1,455,864 |
|
|
$ |
8.94 |
|
|
|
1,455,864 |
|
|
$ |
487,774,455 |
|
Item 5. Other Information
During the quarter ended June 30, 2025, no director or officer of the Company
24
Item 6. Exhibits
Exhibit No. |
|
Description |
|
|
|
3.1 |
|
Third Restated Certificate of Incorporation of Sally Beauty Holdings, Inc., dated January 30, 2014, which is incorporated herein by reference from Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on January 30, 2014 |
|
|
|
3.2 |
|
Amended and Restated By-Laws of Sally Beauty Holdings, Inc., dated July 2, 2025, which is incorporated herein by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 9, 2025 |
|
|
|
22 |
|
List of Subsidiary Guarantors* |
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31.1 |
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Rule 13a-14(a)/15d-14(a) Certification of Denise Paulonis* |
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31.2 |
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Rule 13a-14(a)/15d-14(a) Certification of Marlo M. Cormier* |
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32.1 |
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Section 1350 Certification of Denise Paulonis* |
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32.2 |
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Section 1350 Certification of Marlo M. Cormier* |
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101 |
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The following financial information from our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Earnings; (iii) the Condensed Consolidated Statements of Comprehensive Income; (iv) the Condensed Consolidated Statements of Stockholders’ Equity; (v) the Condensed Consolidated Statements of Cash Flows; and (vi) the Notes to Condensed Consolidated Financial Statements. |
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104 |
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The cover page from our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025, formatted in iXBRL (contained in Exhibit 101). |
* Included herewith
25
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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SALLY BEAUTY HOLDINGS, INC. |
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(Registrant) |
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Date: August 5, 2025 |
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By: |
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/s/ Marlo M. Cormier |
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Marlo M. Cormier |
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Senior Vice President, Chief Financial Officer |
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For the Registrant and as its Principal Financial Officer |
26
Source:
FAQ
How many RSUs did Timothy H. Wennes receive according to CWK's Form 4?
When do the RSUs granted to CWK director Wennes vest?
Did the director purchase CWK shares with cash?
What is the conversion ratio for the RSUs reported in the Form 4?
Does this Form 4 indicate a significant change in insider ownership at CWK?
