UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED: SEPTEMBER 30, 2021
-OR-
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File No. 1-33145
SALLY BEAUTY HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 36-2257936 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
3001 Colorado Boulevard | ||
Denton, Texas | 76210 | |
(Address of principal executive offices) | (Zip Code) |
(940) 898-7500
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
Common Stock, par value $.01 per share | SBH | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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. Yes ☒ No ☐
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). Yes ☒ No ☐
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.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
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 has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes ☐ No ☒
The aggregate market value of registrants common stock held by non-affiliates of the registrant, based upon the closing price of a share of the registrants common stock on March 31, 2021, was approximately $2,273,796,000. At November 12, 2021, there were 113,046,139 shares of the registrants common stock outstanding.
EXPLANATORY NOTE
Sally Beauty Holdings, Inc., a Delaware corporation (the Company), is filing this Amendment No. 1 on Form 10-K/A (the 10-K/A) to amend the Companys Annual Report on Form 10-K for the fiscal year ended September 30, 2021 (the 10-K), originally filed with the Securities and Exchange Commission (the SEC) on November 22, 2021, solely to include additional exhibits related to its ABL facility (as defined in the Companys 10-K). No other amendments have been made to the 10-K or to the audited financial statements for the fiscal year ending September 30, 2021.
This 10-K/A does not reflect events that may have occurred subsequent to the initial filing of the 10-K and does not modify or update the disclosure contained therein in any way, other than as required to reflect the amendments discussed above.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Documents filed as part of this Annual Report:
(a) List of Financial Statements and Financial Statement Schedules
See Index to Financial Statements which is located on page 47 of the 10-K.
(b) Exhibits
The following exhibits are filed as part of this Annual Report or are incorporated herein by reference:
Exhibit No. |
Description | |
10.21 | Separation agreement between Christian A. Brickman and the Company effective as of August 26, 2021, including Release of Claims effective as of October 1, 2021* | |
10.22 | Consulting Agreement between Christian A. Brickman and the Company effective September 30, 2021* | |
10.23 | Offer Letter to Denise Paulonis, dated as of August 26, 2021* | |
21.1 | List of Subsidiaries of Sally Beauty Holdings, Inc.* | |
22 | List of Subsidiary Guarantors* | |
23.1 | Consent of KPMG* | |
31.1 | Rule 13(a)-14(a)/15(d)-14(a) Certification of Denise Paulonis* | |
31.2 | Rule 13(a)-14(a)/15(d)-14(a) Certification of Marlo M. Cormier* | |
32.1 | Section 1350 Certification of Denise Paulonis* | |
32.2 | Section 1350 Certification of Marlo M. Cormier* | |
101** | The following financial information from our Annual Report on Form 10-K for the fiscal year ended September 30, 2021, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Earnings; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Cash Flows; (v) Consolidated Statements of Stockholders Equity (Deficit) and (vi) the Notes to Consolidated Financial Statements* | |
104** | Cover Page Interactive Data File (formatted as Inline XBRL) and contained in Exhibit 101 |
* | Included in the 10-K filed November 22, 2021 |
** | Previously filed on 10-K on November 22, 2021 |
| Certain schedules and exhibits have been omitted pursuant to Item 601(b) (2) of Regulation S-K. The Registrant agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule or exhibit upon request. |
(c) Financial Statement Schedules
None
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Sally Beauty Holdings, Inc. | ||||||
December 8, 2021 | By: | /s/ John Henrich | ||||
John Henrich | ||||||
General Counsel & Secretary |