-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JdG1IkOaIcWpkS5esrmzeJ5rfLuVMS3jnve1ugsR/oys2c2eY7wknOb3wZlI2FsJ 2gtJtVGaOnixUvDxjQYDjw== 0001047469-97-002876.txt : 19971107 0001047469-97-002876.hdr.sgml : 19971107 ACCESSION NUMBER: 0001047469-97-002876 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971106 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: REGIS CORP CENTRAL INDEX KEY: 0000716643 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 410749934 STATE OF INCORPORATION: MN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-11230 FILM NUMBER: 97708765 BUSINESS ADDRESS: STREET 1: 7201 METRO BLVD CITY: MINNEAPOLIS STATE: MN ZIP: 55439 BUSINESS PHONE: 6129477777 MAIL ADDRESS: STREET 1: 7201 METRO BLVD CITY: MINNEAPOLIS STATE: MN ZIP: 55439 10-Q 1 FORM 10-Q FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1997 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from_____________ to_________ For Quarter Ended September 30, 1997 Commission file number 011230 Regis Corporation ------------------------------------------------------------ (Exact name of registrant as specified in its charter) Minnesota 41-0749934 - ------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 7201 Metro Boulevard, Edina, Minnesota 55439 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (612)947-7777 ------------------------------------------------------------ (Registrant's telephone number, including area code) 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 X No ---- ---- Indicate the number of shares outstanding of each of the issuer's classes of common stock as of October 29, 1997: Common Stock, $.05 par value 23,342,225 - ---------------------------- ----------------- Class Number of Shares 1 REGIS CORPORATION INDEX PART I. FINANCIAL INFORMATION Page No. -------- Item 1. Consolidated Financial Statements: Balance Sheet as of September 30, 1997 and June 30, 1997 3 Statement of Operations for the three months ended September 30, 1997 and 1996 4 Statement of Cash Flows for the three months ended September 30, 1997 and 1996 5 Notes to Consolidated Financial Statements 6 Review Report of Independent Accountants 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8-14 Part II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders 15 Item 6. Exhibits and Reports on Form 8-K 16-17 Signature 18 2 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS REGIS CORPORATION CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 1997 AND JUNE 30, 1997 (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS) (UNAUDITED) SEPTEMBER 30, 1997 JUNE 30, 1997 ------------------ -------------- ASSETS Current assets: Cash $ 4,282 $ 8,935 Accounts receivable, net 10,297 12,388 Inventories 45,003 42,596 Deferred income taxes 6,209 6,335 Other current assets 4,869 6,819 --------- --------- Total current assets 70,660 77,073 Property and equipment, net 143,527 139,573 Goodwill 98,354 99,818 Other assets 14,568 15,071 --------- --------- Total assets $ 327,109 $ 331,535 --------- --------- --------- --------- LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Long-term debt, current portion $ 32,310 $ 30,722 Accounts payable 20,348 24,111 Accrued expenses 35,890 37,291 --------- --------- Total current liabilities 88,548 92,124 Long-term debt 76,354 82,740 Other noncurrent liabilities 7,505 7,557 Shareholders' equity: Common stock, $.05 par value; issued and outstanding, 23,341,425 and 23,317,924 shares at September 30, 1997 and June 30, 1997, respectively 1,167 1,166 Additional paid-in capital 120,891 120,483 Retained earnings 32,644 27,465 --------- --------- Total shareholders' equity 154,702 149,114 --------- --------- Total liabilities and shareholders' equity $327,109 $331,535 --------- --------- --------- --------- See accompanying notes to unaudited Consolidated Financial Statements. 3 REGIS CORPORATION CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 1997 1996 ---- ---- Revenues: Company-owned salons: Service $ 130,078 $ 121,540 Product 51,864 42,381 --------- --------- Franchise income 181,942 163,921 6,739 6,684 --------- --------- 188,681 170,605 --------- --------- Operating expenses: Company-owned: Cost of service 74,520 70,011 Cost of product 28,594 23,393 Direct salon 17,275 16,232 Rent 25,470 23,069 Depreciation 6,037 5,307 --------- --------- 151,896 138,012 Selling, general and administrative 20,233 17,787 Depreciation and amortization 2,070 1,942 Loss on sale of Anasazi 1,979 Other 388 504 --------- --------- Total operating expenses 176,566 158,245 --------- --------- Operating income 12,115 12,360 Other income (expense): Interest (2,417) (2,450) Nonrecurring gains 156 218 Other, net 137 210 --------- --------- Income before income taxes 9,991 10,338 Income taxes (4,195) (5,797) --------- --------- Net income $ 5,796 $ 4,541 --------- --------- --------- --------- Net income per share $ .24 $ .20 --------- --------- --------- --------- Weighted average common and common equivalent shares outstanding 23,975 23,316 --------- --------- --------- --------- See accompanying notes to unaudited Consolidated Financial Statements. 4 REGIS CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (DOLLARS IN THOUSANDS)
1997 1996 ---- ---- Cash flows from operating activities: Net income $ 5,796 $ 4,541 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 8,191 7,330 Deferred income taxes 667 (1,182) Loss on sale of Anasazi 1,979 Changes in assets and liabilities, exclusive of investing and financing activities (3,955) (1,616) Other 269 1,123 --------- --------- Net cash provided by operating activities 12,947 10,196 --------- --------- Cash flows from investing activities: Capital expenditures (10,995) (8,319) Purchases of salon assets, net of cash acquired and certain obligations assumed (2,004) (4,611) --------- --------- Net cash used in investing activities (12,999) (12,930) --------- --------- Cash flows from financing activities: Borrowings on revolving credit facilities 25,694 44,983 Payments on revolving credit facilities (31,275) (44,700) Proceeds from issuance of long-term debt 2,543 Repayment of long-term debt (1,424) (2,236) Decrease in negative book cash balances (58) Dividends paid (467) (361) Proceeds from issuance of common stock 409 711 --------- --------- Net cash used in financing activities (4,578) (1,603) --------- --------- Effect of exchange rate changes on cash (23) 7 --------- --------- Decrease in cash (4,653) (4,330) Cash: Beginning of year 8,935 7,558 --------- --------- End of year $ 4,282 $ 3,228 --------- --------- --------- --------- Changes in assets and liabilities, exclusive of investing and financing activities: Accounts receivable $ 1,741 $ 1,676 Inventories (2,565) (2,161) Other current assets (2,407) 745 Other assets (248) (252) Accounts payable (3,651) 2,267 Accrued expenses 2,965 (3,810) Other noncurrent liabilities 210 (81) --------- --------- $ (3,955) $ (1,616) --------- --------- --------- ---------
See accompanying notes to unaudited Consolidated Financial Statements. 5 REGIS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION OF INTERIM CONSOLIDATED FINANCIAL STATEMENTS: The unaudited consolidated statement of operations for the three months ended September 30, 1997 and 1996, reflects, in the opinion of management, all adjustments (which, with the exception of the matters discussed in Note 4 herein, include only normal recurring adjustments) necessary to fairly present the results of operations for the interim periods. The results of operations for any interim period are not necessarily indicative of results for the full year. The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles. The unaudited interim consolidated financial statements should be read in conjunction with Regis Corporation's (the Company) consolidated financial statements which are incorporated by reference in the Company's Annual Report on Form 10-K for the year ended June 30, 1997. Coopers & Lybrand L.L.P., the Company's independent accountants, have performed limited reviews of the financial data included herein. Their report on such reviews accompanies this filing. COST OF PRODUCT SALES. On an interim basis, product costs are determined by applying an estimated gross profit margin. 2. NONRECURRING GAINS: During the first quarters of fiscal 1998 and 1997, the Company received $156,000 and $218,000, respectively, of principal payments from Premier Salons. The Company had previously written off the related receivable, and accordingly, is recording all subsequent principal payments as nonrecurring gains. 3. FINANCING ARRANGEMENTS: In July 1997, the Company borrowed $2,000,000 under a 7.48 percent senior term note due July 2006. The proceeds were used to replace a portion of the principal payment due on the 11.52 percent senior term notes in June 1997, which payment was made in June 1997 utilizing the Company's revolving credit facility. 4. LOSS ON SALE OF ANASAZI: In the first quarter of fiscal 1998, the Company recorded a special charge of $1,979,000 associated with the divestiture of the business and assets of Anasazi Exclusive Salon Products, LLC, a professional salon products manufacturing firm the Company acquired in fiscal 1997. Anasazi was sold to Curtis Acquisition LLC, which is controlled by two members of the Company's Board of Directors, one of whom is the Chairman. 6 REVIEW REPORT OF INDEPENDENT ACCOUNTANTS To the Shareholders and Directors of Regis Corporation: We have reviewed the accompanying consolidated balance sheet of Regis Corporation as of September 30, 1997, and the related consolidated statements of operations and cash flows for the three months ended September 30, 1997 and 1996. These financial statements are the responsibility of the Company's management. We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our reviews, we are not aware of any material modifications that should be made to the consolidated financial statements referred to above for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet as of June 30, 1997, and the related consolidated statements of operations, changes in shareholders' equity and cash flows for the year then ended (not fully presented herein); and in our report dated August 22, 1997, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of June 30, 1997, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. /s/ Coopers & Lybrand L.L.P. COOPERS & LYBRAND L.L.P. Minneapolis, Minnesota October 23, 1997 7 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SUMMARY Regis Corporation, based in Minneapolis, is the world's largest owner, operator and franchisor of hair and retail product salons with 3,348 salons (810 franchised) in 50 states, Puerto Rico and Canada and seven international countries at September 30, 1997. Regis operates and franchises salons in six divisions: Regis Hairstylists, Supercuts, MasterCuts, Trade Secret, Wal-Mart and International and has 26,000 employees worldwide. During the first quarter of fiscal 1998, the Company's consolidated revenues increased 10.6 percent to a record $188,681,000. Operating income increased 14.0 percent to $14,094,000 exclusive of the nonrecurring charge of $1,979,000 related to the divestiture of Anasazi Exclusive Salon Products, LLC. Excluding special charges associated with the divestiture of the Anasazi business and the resolution of Supercuts income tax matters occurring during the first quarter of fiscal 1998 and 1997, respectively, as well as nonrecurring gains, net income in the first quarter of fiscal 1998 increased to a record $6,908,000, or $.29 per share, an earnings per share increase of 16.0 percent from the first quarter of fiscal 1997 net income of $5,911,000, or $.25 per share. 8 RESULTS OF OPERATIONS The following table sets forth for the periods indicated certain information derived from the Company's Consolidated Statement of Operations expressed as a percentage of total revenues, except as noted. FOR THE THREE MONTHS ENDED -------------------------- SEPTEMBER 30, -------------- 1997 1996 ---- ---- Company-owned service revenues (1) 71.5% 74.1% Company-owned product revenues (1) 28.5 25.9 Franchise income 3.6 3.9 Company-owned operations: Profit margins on service (2) 42.7 42.4 Profit margins on product (3) 44.9 44.8 Direct salon (1) 9.5 9.9 Rent (1) 14.0 14.1 Depreciation (1) 3.3 3.2 Direct salon contribution (1) 16.5 15.8 Selling, general and administrative 10.7 10.4 Depreciation and amortization 1.1 1.1 Loss on sale of Anasazi 1.0 Operating income 6.4 7.2 Income before income taxes 5.3 6.1 Net income 3.1 2.7 Operating income, excluding nonrecurring items 7.5 7.2 Net income, excluding nonrecurring items 3.7 3.5 (1) Computed as a percent of company-owned revenues (2) Computed as a percent of service revenues (3) Computed as a percent of product revenues 9 THREE MONTHS ENDED SEPTEMBER 30, 1997, COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 1996: REVENUES REVENUES for the first quarter of fiscal 1998 were a record $188,681,000, an increase of $18,076,000 or 10.6 percent, over the same period in fiscal 1997. System-wide sales, inclusive of non-consolidated sales generated from franchise salons, increased 10.5 percent in the first quarter of fiscal 1998 to $253,322,000 from $229,190,000 in the same period in fiscal 1997. These increases in company-owned and system-wide sales are the result of the total number of salons added to the system through acquisitions and net salon openings as well as same-store sales increases from existing salons. For the first quarters of fiscal 1998 and 1997, respectively, revenues by division are as follows: 1998 1997 ---- ---- Regis Hairstylists $ 71,430 $ 67,172 Supercuts 24,811 25,024 MasterCuts 25,938 22,783 Trade Secret 27,086 19,180 Wal-Mart 8,511 7,427 International 24,166 22,335 Franchise Income 6,739 6,684 --------- --------- $ 188,681 $ 170,605 --------- --------- --------- --------- Same-store sales for company-owned salons increased 5.8 percent in the first quarter of fiscal 1998, compared to 2.5 percent in the same period in fiscal 1997. System-wide same-store sales for the first quarter of fiscal 1998 increased 5.2 percent, compared to 1.9 percent in the same period in fiscal 1997. Same-store sales increases achieved are primarily due to an increase in the number of customers served. A total of 17,969,000 customers system-wide were served during the first quarter of fiscal 1998. The Company utilizes an audiovisual-based training system in its company-owned salons. Management believes this training system provides its employees with improved customer service and technical skills, and positively contributes to the increase in customers served. SERVICE REVENUES in the first quarter of fiscal 1998 were $130,078,000, an increase of $8,538,000 or 7.0 percent, over the same period in fiscal 1997. This increase is a result of strong service same-store sales increase of 5.5 percent, salon acquisitions the Company has made during the past twelve months as well as accelerated new salon construction. 10 PRODUCT REVENUES in the first quarter of fiscal 1998 were $51,864,000, an increase of $9,483,000 or 22.4 percent, over the same period in fiscal 1997. This increase continues a trend of escalating product revenues due to strong product same-store sales growth of 6.8 percent, a reflection of the continuous focus on product awareness and training and acceptance of national label merchandise. Product revenues as a percent of total company-owned revenues increased to 28.5 percent of revenues compared to 25.9 percent of revenues in the same period in fiscal 1997. FRANCHISE INCOME, including royalties, initial franchise fees and product sales made by the Company to franchisees, increased slightly to $6,739,000 in the first quarter of fiscal 1998. COST OF REVENUES Cost of both service and product revenues in the first quarter of fiscal 1998 were $103,114,000, compared to $93,404,000, in the same period in fiscal 1997. The resulting combined gross margin percentage for the first quarter of fiscal 1998 improved 30 basis points to 43.3 percent of revenues compared to 43.0 percent of revenues in the same period in fiscal 1997. As discussed below, this improvement was primarily due to strong same-store sales and the increased sales leverage in the Company's fixed cost payroll divisions. SERVICE MARGINS were 42.7 percent in the first quarter of fiscal 1998, compared to 42.4 percent in the same period in fiscal 1997. This 30 basis point improvement is primarily due to continued sales leverage of the Supercuts division on fixed cost payrolls, and strong service same-store sales increases of 5.5 percent. PRODUCT MARGINS were 44.9 percent in the first quarter of fiscal 1998, compared to 44.8 percent in the same period in fiscal 1997. This 10 basis point improvement is primarily a result of the Company's enhanced purchasing power being achieved in the first quarter of fiscal 1998, following the Supercuts and Wal-Mart acquisitions. DIRECT SALON This expense category includes direct costs associated with salon operations such as advertising, promotion, insurance, telephone and utilities. Direct salon expense of $17,275,000 improved as a percent of company-owned revenues to 9.5 percent in the first quarter of fiscal 1998 from 9.9 percent in the same period in fiscal 1997. The improvement resulted from an increased ability to leverage these costs against increased revenues from a maturing salon base, as well as the closure of under-performing stores, primarily in the Supercuts division. 11 RENT Rent expense in the first quarter of fiscal 1998 was $25,470,000 or 14.0 percent of company-owned revenues, compared to $23,069,000 or 14.1 percent of company-owned revenues, in the same period in fiscal 1997. The percentage improvement is primarily due to Supercuts as a result of strong same-store sales and the closure of under-performing stores. DEPRECIATION - SALON LEVEL Depreciation expense at the salon level remained fairly consistent at 3.3 percent of revenues, declining 10 basis points over the first quarter in fiscal 1997, due to an increase in salon construction and acquisitions between the two periods. DIRECT SALON CONTRIBUTION For the reasons described above, direct salon contribution, representing company-owned salon revenues less associated operating expenses, improved in the first quarter of fiscal 1998 to $30,046,000, or 16.5 percent of company-owned revenues, compared to $25,909,000 or 15.8 percent of company-owned revenues in the same period of fiscal 1997. SELLING, GENERAL AND ADMINISTRATIVE Selling, general and administrative (SG&A) expenses increased to $20,233,000, or 10.7 percent of total revenues in the first quarter of fiscal 1998, from $17,787,000, or 10.4 percent of total revenues in the same period in fiscal 1997. Expenses in this category include field supervision (payroll, related taxes and travel) and home office administration costs (such as warehousing, salaries, occupancy costs and professional fees). This 30 basis point increase is primarily driven by higher warehouse expenses due to volume increases partially offset by cost reductions associated with the amalgamation of the Supercuts back office functions. All direct and indirect expenses associated with franchise operations, other than the cost of products sold to franchisees, are included in SG&A expense. The cost of products sold and associated franchise activities remained relatively consistent in both first quarters of fiscal 1998 and 1997. DEPRECIATION AND AMORTIZATION - CORPORATE Depreciation and amortization remained consistent at 1.1 percent of total revenues in both periods. 12 LOSS ON SALE OF ANASAZI See Note 4 to the unaudited Consolidated Financial Statements. OPERATING INCOME Operating income in the first quarter of fiscal 1998, excluding nonrecurring items, improved to $14,094,000, an increase of $1,734,000, or 14.0 percent over the same period in fiscal 1997. Operating income, excluding nonrecurring items, as a percentage of total revenues was 7.5 percent in the first quarter of fiscal 1998 compared to 7.2 percent in the same period in fiscal 1997. This improvement is attributable primarily to improved gross margins and the leveraging of direct salon expenses, partially offset by higher SG&A expenses as a percent of total revenues. INTEREST Interest expense in the first quarter of fiscal 1998 was $2,417,000, or 1.3 percent of total revenues, compared to $2,450,000 or 1.4 percent of total revenues in the same period in fiscal 1997. Interest expense has remained relatively consistent between the two periods because, although debt levels have increased, average interest rates were lower during the period. INCOME TAXES The Company's effective income tax rate for fiscal 1998 is estimated to be approximately 41.0 percent, compared to 66.6 percent in fiscal 1997. The Company's effective tax rate for fiscal 1997 was negatively affected by certain nondeductible merger and transaction costs associated with the Supercuts merger. Additionally, as part of the tax provision for the period ended September 30, 1996, the Company recorded a $1,500,000 charge associated with the resolution of Supercuts income tax matters related to years prior to 1996 resulting from the completion of an Internal Revenue Service examination. NET INCOME Net income in the first quarter of fiscal 1998 was $5,796,000 or $.24 per share, compared to net income of $4,541,000 or $.20 per share in the same period in fiscal 1997. Exclusive of nonrecurring items in both periods, net income in the first quarter of fiscal 1998 increased to $6,908,000 or $.29 per share, compared to net income in the same period in fiscal 1997 of $5,911,000 or $.25 per share, a net income per share increase of 16.0 percent. 13 LIQUIDITY AND CAPITAL RESOURCES Customers generally pay for salon services and merchandise in cash at the time of sale, which reduces the Company's working capital requirements. Net cash provided by operating activities in the first three months of fiscal 1998 was $12,947,000 compared to $10,196,000 during the same period in fiscal 1997. The increase between the two periods is primarily due to improved operating performance. During the first three months of fiscal 1998, the Company had worldwide capital expenditures of $11,644,000, of which $649,000 related to acquisitions, and $2,166,000 related to the Company's new distribution center. The Company constructed 12 new Regis Hairstylists salons, 16 new MasterCuts salons, 16 new Trade Secret salons, 13 new Wal-Mart salons and 6 new International salons, and completed 19 major remodeling projects. All capital expenditures during the first three months of fiscal 1998 were funded by cash flow from the Company's operations and borrowings under its revolving credit facilities. The Company anticipates its worldwide salon development program for fiscal 1998 will include the construction of approximately 200 new company-owned salons, and 60 major remodeling and conversion projects. It is expected that expenditures for these new salons and other projects will be approximately $41,000,000 in fiscal 1998, excluding capital expenditures for acquisitions and the Company's new distribution center. FINANCING See Note 3 to the unaudited Consolidated Financial Statements. Management believes that cash generated from operations and amounts available under its revolving credit facilities will be sufficient to fund its anticipated capital expenditures and required debt repayments for the foreseeable future. DIVIDENDS During the first quarter of fiscal 1998, the Company paid quarterly dividends of $467,000, or $.02 per share. 14 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On October 14, 1997, at the annual meeting of the shareholders of the Company, the shareholders approved an increase in the authorized shares available under the Company's Stock Option Plan from 1,650,000 to 2,200,000. There were 20,511,534 shares voted in favor of the proposal and 701,120 shares against the proposal. The elections of the Company's directors also took place with the following results: Election of Directors: FOR WITHHOLD AUTHORITY Rolf F. Bjelland 21,104,277 108,377 Frank E. Evangelist 21,099,647 113,007 Paul D. Finkelstein 21,101,155 111,499 Christopher A. Fox 21,097,072 115,582 Thomas L. Gregory 21,101,269 111,385 Van Zandt Hawn 21,105,435 107,219 Susan Hoyt 21,105,207 107,447 David B. Kunin 21,093,070 119,584 Myron Kunin 21,100,047 112,607 15 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: Exhibit 15 Letter Re: Unaudited Interim Financial Information. Exhibit 27 Financial Data Schedule (b) Reports on Form 8-K: There were no reports on Form 8-K filed during the three months ended September 30, 1997. 16
EX-15 2 EXHIBIT 15 Exhibit 15 LETTER RE: UNAUDITED INTERIM FINANCIAL INFORMATION Securities and Exchange Commission 450 Fifth Street, North West Washington, D.C. 20549 RE: Regis Corporation Registrations on Form S-8 (File No. 33-44867, No. 33-89882) Registration on Form S-4 (File No. 333-12099) Registrations on Form S-3 (File No. 333-28511, No. 33-82094, No. 33-86276, No. 33-89150, No. 33-92244, No. 33-96224 and No. 33-80337) We are aware that our report dated October 23, 1997, on our reviews of the interim financial information of Regis Corporation as of September 30, 1997 and for the three month periods ended September 30, 1997 and 1996, and included in the Company's quarterly report on Form 10-Q for the quarter ended September 30, 1997, is incorporated by reference in these registration statements. Pursuant to Rule 436(c) under the Securities Act of 1933, this report should not be considered a part of such registration statements prepared or certified by us within the meaning of Sections 7 and 11 of that Act. /s/ Coopers & Lybrand L.L.P. Coopers & Lybrand L.L.P. Minneapolis, MN October 31, 1997 17 SIGNATURE 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. REGIS CORPORATION Date: October 31, 1997 By: /s/ Frank E. Evangelist ---------------------------------- Frank E. Evangelist Senior Vice President, Finance Chief Financial Officer Signing on behalf of the registrant and as principal accounting officer 18 EX-27 3 EXHIBIT 27
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FIRST QUARTER BALANCE SHEET AND INCOME STATEMENT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS JUN-30-1998 JUL-01-1997 SEP-30-1997 4,282 0 10,353 (56) 45,003 70,660 264,980 121,453 327,109 88,548 0 0 0 1,167 153,535 327,109 51,864 188,681 28,594 151,896 4,437 0 2,417 9,991 4,195 5,796 0 0 0 5,796 0 .24 Includes loss on the sale of Anasazi Exclusive Salon Products, Inc. of $1,979. Excluding non-recurring items, net income would be $6,908. Excluding non-recurring items, EPS would be $.29.
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