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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Minnesota
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41-0749934
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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7201 Metro Boulevard, Edina, Minnesota
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55439
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
x
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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Common Stock, $.05 par value
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55,251,656
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Class
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Number of Shares
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September 30,
2014 |
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June 30,
2014 |
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ASSETS
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Current assets:
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Cash and cash equivalents
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$
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186,257
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$
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378,627
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Receivables, net
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22,085
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25,808
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Inventories
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143,328
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137,151
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Other current assets
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69,990
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71,680
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Total current assets
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421,660
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613,266
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Property and equipment, net
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253,072
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266,538
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Goodwill
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423,278
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425,264
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Other intangibles, net
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19,004
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19,812
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Investment in affiliates
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29,339
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28,611
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Other assets
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63,575
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62,458
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Total assets
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$
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1,209,928
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$
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1,415,949
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LIABILITIES AND SHAREHOLDERS’ EQUITY
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Current liabilities:
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Long-term debt, current portion
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$
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14
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$
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173,501
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Accounts payable
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71,280
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68,491
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Accrued expenses
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137,497
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142,720
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Total current liabilities
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208,791
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384,712
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Long-term debt and capital lease obligations
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120,000
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120,002
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Other noncurrent liabilities
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194,292
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190,454
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Total liabilities
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523,083
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695,168
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Commitments and contingencies (Note 6)
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Shareholders’ equity:
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Common stock, $0.05 par value; issued and outstanding 55,250,514 and 56,651,166 common shares at September 30, 2014 and June 30, 2014, respectively
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2,763
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2,833
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Additional paid-in capital
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317,633
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337,837
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Accumulated other comprehensive income
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18,029
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22,651
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Retained earnings
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348,420
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357,460
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Total shareholders’ equity
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686,845
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720,781
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Total liabilities and shareholders’ equity
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$
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1,209,928
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$
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1,415,949
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Three Months Ended September 30,
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||||||
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2014
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2013
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Revenues:
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Service
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$
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364,742
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$
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371,727
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Product
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88,762
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86,743
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Royalties and fees
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11,047
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10,113
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464,551
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468,583
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Operating expenses:
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Cost of service
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223,687
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225,015
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Cost of product
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44,977
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44,024
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Site operating expenses
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51,652
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50,841
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General and administrative
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45,185
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44,433
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Rent
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77,469
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79,010
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Depreciation and amortization
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22,188
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23,831
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Total operating expenses
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465,158
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467,154
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Operating (expense) income
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(607
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)
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1,429
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Other (expense) income:
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Interest expense
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(3,098
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)
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(4,491
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)
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Interest income and other, net
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(127
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)
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544
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Loss before income taxes and equity in income of affiliated companies
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(3,832
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)
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(2,518
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)
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Income taxes
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(5,612
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)
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383
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Equity in income of affiliated companies, net of income taxes
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392
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1,999
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Net loss
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$
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(9,052
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$
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(136
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Net loss per share:
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Basic and diluted
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$
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(0.16
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$
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(0.00
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Weighted average common and common equivalent shares outstanding:
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Basic and diluted
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55,743
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56,393
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Cash dividends declared per common share
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$
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—
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$
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0.06
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Three Months Ended September 30,
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||||||
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2014
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2013
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Net loss
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$
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(9,052
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$
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(136
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)
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Other comprehensive (loss) income, net of tax:
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Foreign currency translation adjustments during the period
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(4,622
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)
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3,035
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Other comprehensive (loss) income
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(4,622
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)
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3,035
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Comprehensive (loss) income
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$
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(13,674
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)
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$
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2,899
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Three Months Ended September 30,
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||||||
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2014
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2013
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Cash flows from operating activities:
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Net loss
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$
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(9,052
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)
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$
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(136
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)
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Adjustments to reconcile net loss to net cash provided by:
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Depreciation and amortization
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18,122
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22,157
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Equity in income of affiliated companies
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(392
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)
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(1,999
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)
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Deferred income taxes
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4,059
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(250
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)
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Salon asset impairment
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4,066
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1,674
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Loss on write down of inventories
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—
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854
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Stock-based compensation
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1,781
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1,811
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Amortization of debt discount and financing costs
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618
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1,843
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Other non-cash items affecting earnings
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343
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(34
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)
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Changes in operating assets and liabilities, excluding the effects of acquisitions
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(3,512
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)
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(10,164
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)
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Net cash provided by operating activities
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16,033
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15,756
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Cash flows from investing activities:
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Capital expenditures
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(11,629
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)
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(11,444
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)
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Asset acquisitions, net of cash acquired and proceeds from sale of assets
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4
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|
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(12
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)
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Proceeds from loans and investments
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—
|
|
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2,968
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|
||
Net cash used in investing activities
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|
(11,625
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)
|
|
(8,488
|
)
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|
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Cash flows from financing activities:
|
|
|
|
|
|
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Repayments of long-term debt and capital lease obligations
|
|
(173,740
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)
|
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(1,706
|
)
|
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Repurchase of common stock
|
|
(21,529
|
)
|
|
—
|
|
||
Dividends paid
|
|
—
|
|
|
(3,397
|
)
|
||
Net cash used in financing activities
|
|
(195,269
|
)
|
|
(5,103
|
)
|
||
|
|
|
|
|
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Effect of exchange rate changes on cash and cash equivalents
|
|
(1,509
|
)
|
|
1,033
|
|
||
|
|
|
|
|
||||
(Decrease) increase in cash and cash equivalents
|
|
(192,370
|
)
|
|
3,198
|
|
||
|
|
|
|
|
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Cash and cash equivalents:
|
|
|
|
|
|
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Beginning of period
|
|
378,627
|
|
|
200,488
|
|
||
End of period
|
|
$
|
186,257
|
|
|
$
|
203,686
|
|
|
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1.
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BASIS OF PRESENTATION OF UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
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|
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Three Months Ended September 30, 2014
|
Restricted stock units
|
|
253,283
|
Equity-based stock appreciation rights
|
|
436,465
|
Performance share units
|
|
193,240
|
2.
|
INVESTMENT IN AFFILIATES:
|
|
|
For the Three Months Ended September 30,
|
||||||
|
|
2014
|
|
2013
|
||||
(Unaudited)
|
|
(Dollars in thousands)
|
||||||
Gross revenues
|
|
$
|
40,593
|
|
|
$
|
43,965
|
|
Gross profit
|
|
11,370
|
|
|
14,912
|
|
||
Operating income
|
|
479
|
|
|
2,904
|
|
||
Net income
|
|
442
|
|
|
1,938
|
|
3.
|
EARNINGS PER SHARE:
|
5.
|
INCOME TAXES:
|
6.
|
COMMITMENTS AND CONTINGENCIES:
|
7.
|
GOODWILL AND OTHER INTANGIBLES:
|
|
|
September 30, 2014
|
|
June 30, 2014
|
||||||||||||||||||||
|
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Gross
Carrying
Value
|
|
Accumulated
Impairment (1)
|
|
Net (2)
|
|
Gross
Carrying
Value
|
|
Accumulated
Impairment (1) |
|
Net (2)
|
||||||||||||
|
|
(Dollars in thousands)
|
||||||||||||||||||||||
Goodwill
|
|
$
|
676,939
|
|
|
$
|
(253,661
|
)
|
|
$
|
423,278
|
|
|
$
|
678,925
|
|
|
$
|
(253,661
|
)
|
|
$
|
425,264
|
|
(1)
|
The table below contains additional information regarding accumulated impairment losses:
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Fiscal Year
|
|
Impairment Charge
|
|
Reporting Unit (3)
|
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|
|
(Dollars in thousands)
|
|
|
||
2009
|
|
$
|
(41,661
|
)
|
|
International
|
2010
|
|
(35,277
|
)
|
|
North American Premium
|
|
2011
|
|
(74,100
|
)
|
|
North American Value
|
|
2012
|
|
(67,684
|
)
|
|
North American Premium
|
|
2014
|
|
(34,939
|
)
|
|
North American Premium
|
|
Total
|
|
$
|
(253,661
|
)
|
|
|
(2)
|
Remaining net goodwill relates to the Company’s North American Value reporting unit.
|
(3)
|
See Note 10 to the unaudited Condensed Consolidated Financial Statements.
|
|
|
September 30, 2014
|
|
June 30, 2014
|
||||||||||||||||||||
|
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
|
|
(Dollars in thousands)
|
||||||||||||||||||||||
Amortized intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Brand assets and trade names
|
|
$
|
8,937
|
|
|
$
|
(3,492
|
)
|
|
$
|
5,445
|
|
|
$
|
9,203
|
|
|
$
|
(3,510
|
)
|
|
$
|
5,693
|
|
Franchise agreements
|
|
10,758
|
|
|
(7,076
|
)
|
|
3,682
|
|
|
11,063
|
|
|
(7,163
|
)
|
|
3,900
|
|
||||||
Lease intangibles
|
|
14,715
|
|
|
(7,477
|
)
|
|
7,238
|
|
|
14,775
|
|
|
(7,326
|
)
|
|
7,449
|
|
||||||
Other
|
|
4,943
|
|
|
(2,304
|
)
|
|
2,639
|
|
|
5,074
|
|
|
(2,304
|
)
|
|
2,770
|
|
||||||
|
|
$
|
39,353
|
|
|
$
|
(20,349
|
)
|
|
$
|
19,004
|
|
|
$
|
40,115
|
|
|
$
|
(20,303
|
)
|
|
$
|
19,812
|
|
8.
|
FINANCING ARRANGEMENTS:
|
|
|
|
|
|
|
Amounts Outstanding
|
||||||
|
|
Maturity Dates
|
|
Interest Rate
|
|
September 30,
2014 |
|
June 30,
2014 |
||||
|
|
(fiscal year)
|
|
|
|
(Dollars in thousands)
|
||||||
Convertible senior notes
|
|
2015
|
|
5.00%
|
|
$
|
—
|
|
|
$
|
172,246
|
|
Senior term notes
|
|
2018
|
|
5.75
|
|
120,000
|
|
|
120,000
|
|
||
Revolving credit facility
|
|
2018
|
|
—
|
|
—
|
|
|
—
|
|
||
Equipment and leasehold notes payable
|
|
2015 - 2016
|
|
4.90 - 8.75
|
|
14
|
|
|
1,257
|
|
||
|
|
|
|
|
|
120,014
|
|
|
293,503
|
|
||
Less current portion
|
|
|
|
|
|
(14
|
)
|
|
(173,501
|
)
|
||
Long-term portion
|
|
|
|
|
|
$
|
120,000
|
|
|
$
|
120,002
|
|
9.
|
FAIR VALUE MEASUREMENTS:
|
10.
|
SEGMENT INFORMATION:
|
|
|
Company-owned
|
|
Franchised
|
|
Total
|
|||
North American Value
|
|
6,063
|
|
|
2,214
|
|
|
8,277
|
|
North American Premium
|
|
793
|
|
|
—
|
|
|
793
|
|
International
|
|
362
|
|
|
—
|
|
|
362
|
|
|
|
For the Three Months Ended September 30,
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(Dollars in thousands)
|
||||||
Revenues
:
|
|
|
|
|
|
|
||
North American Value
|
|
$
|
354,376
|
|
|
$
|
355,341
|
|
North American Premium
|
|
79,035
|
|
|
84,190
|
|
||
International
|
|
31,140
|
|
|
29,052
|
|
||
|
|
$
|
464,551
|
|
|
$
|
468,583
|
|
Operating (expense) income:
|
|
|
|
|
|
|||
North American Value
|
|
$
|
29,287
|
|
|
$
|
30,047
|
|
North American Premium (1)
|
|
(4,544
|
)
|
|
(1,239
|
)
|
||
International
|
|
630
|
|
|
(257
|
)
|
||
Total segment operating income
|
|
25,373
|
|
|
28,551
|
|
||
Unallocated Corporate
|
|
(25,980
|
)
|
|
(27,122
|
)
|
||
Operating (expense) income
|
|
$
|
(607
|
)
|
|
$
|
1,429
|
|
(1)
|
Increases in operating loss primarily driven by long-lived asset impairment charges recorded within depreciation and amortization in the Consolidated Statement of Operations. See Note 1 to the unaudited Condensed Consolidated Financial Statements.
|
|
For the Three Months Ended September 30,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
($ in millions)
|
|
% of Total
Revenues
|
|
Basis Point
(Decrease)
Increase
|
||||||||||||||
Service revenues
|
$
|
364.7
|
|
|
$
|
371.7
|
|
|
78.5
|
%
|
|
79.3
|
%
|
|
(80
|
)
|
|
140
|
|
Product revenues
|
88.8
|
|
|
86.7
|
|
|
19.1
|
|
|
18.5
|
|
|
60
|
|
|
(170
|
)
|
||
Franchise royalties and fees
|
11.0
|
|
|
10.1
|
|
|
2.4
|
|
|
2.2
|
|
|
20
|
|
|
30
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of service (1)
|
223.7
|
|
|
225.0
|
|
|
61.3
|
|
|
60.5
|
|
|
80
|
|
|
140
|
|
||
Cost of product (2)
|
45.0
|
|
|
44.0
|
|
|
50.7
|
|
|
50.8
|
|
|
(10
|
)
|
|
(110
|
)
|
||
Site operating expenses
|
51.7
|
|
|
50.8
|
|
|
11.1
|
|
|
10.8
|
|
|
30
|
|
|
40
|
|
||
General and administrative
|
45.2
|
|
|
44.4
|
|
|
9.7
|
|
|
9.5
|
|
|
20
|
|
|
(160
|
)
|
||
Rent
|
77.5
|
|
|
79.0
|
|
|
16.7
|
|
|
16.9
|
|
|
(20
|
)
|
|
80
|
|
||
Depreciation and amortization
|
22.2
|
|
|
23.8
|
|
|
4.8
|
|
|
5.1
|
|
|
(30
|
)
|
|
100
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
3.1
|
|
|
4.5
|
|
|
0.7
|
|
|
1.0
|
|
|
(30
|
)
|
|
(40
|
)
|
||
Interest income and other, net
|
(0.1
|
)
|
|
0.5
|
|
|
—
|
|
|
0.1
|
|
|
(10
|
)
|
|
(670
|
)
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income taxes (3)
|
(5.6
|
)
|
|
0.4
|
|
|
(146.5
|
)
|
|
15.2
|
|
|
N/A
|
|
|
N/A
|
|
||
Equity in income of affiliated companies, net of income taxes
|
0.4
|
|
|
2.0
|
|
|
0.1
|
|
|
0.4
|
|
|
(30
|
)
|
|
30
|
|
(1)
|
Computed as a percent of service revenues and excludes depreciation and amortization expense.
|
(2)
|
Computed as a percent of product revenues and excludes depreciation and amortization expense.
|
(3)
|
Computed as a percent of
loss
before income taxes and
equity in income of affiliated companies
. The income taxes basis point change is noted as not applicable (N/A) as the discussion within MD&A is related to the effective income tax rate.
|
|
|
For the Three Months Ended September 30,
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(Dollars in thousands)
|
||||||
North American Value salons:
|
|
|
|
|
|
|
||
SmartStyle
|
|
$
|
123,472
|
|
|
$
|
117,476
|
|
Supercuts
|
|
86,720
|
|
|
85,319
|
|
||
MasterCuts
|
|
30,052
|
|
|
31,975
|
|
||
Other Value
|
|
114,132
|
|
|
120,571
|
|
||
Total North American Value salons
|
|
354,376
|
|
|
355,341
|
|
||
North American Premium salons
|
|
79,035
|
|
|
84,190
|
|
||
International salons
|
|
31,140
|
|
|
29,052
|
|
||
Consolidated revenues
|
|
$
|
464,551
|
|
|
$
|
468,583
|
|
Percent change from prior year
|
|
(0.9
|
)%
|
|
(7.3
|
)%
|
||
Salon same-store sales increase (decrease) (1)
|
|
0.6
|
%
|
|
(5.4
|
)%
|
(1)
|
Same-store sales are calculated on a daily basis as the total change in sales for company-owned locations that were open on a specific day of the week during the current period and the corresponding prior period. Quarterly same-store sales are the sum of the same-store sales computed on a daily basis. Locations relocated within a one-mile radius are included in same-store sales as they are considered to have been open in the prior period. International same-store sales are calculated in local currencies to remove foreign currency fluctuations from the calculation.
|
|
|
For the Three Months Ended September 30,
|
||||
Factor
|
|
2014
|
|
2013
|
||
Same-store sales
|
|
0.6
|
%
|
|
(5.4
|
)%
|
Closed salons
|
|
(2.3
|
)
|
|
(3.2
|
)
|
New stores and conversions
|
|
0.8
|
|
|
0.9
|
|
Other
|
|
—
|
|
|
0.4
|
|
|
|
(0.9
|
)%
|
|
(7.3
|
)%
|
|
|
For the Three Months Ended September 30,
|
||||
|
|
2014
|
|
2013
|
||
SmartStyle
|
|
3.5
|
%
|
|
(5.5
|
)%
|
Supercuts
|
|
2.1
|
|
|
(1.8
|
)
|
MasterCuts
|
|
(2.3
|
)
|
|
(11.9
|
)
|
Other Value
|
|
(0.4
|
)
|
|
(5.0
|
)
|
North American Value same-store sales
|
|
1.4
|
|
|
(5.2
|
)
|
North American Premium same-store sales
|
|
(2.5
|
)
|
|
(7.0
|
)
|
International same-store sales
|
|
(0.3
|
)
|
|
(1.4
|
)
|
Consolidated same-store sales
|
|
0.6
|
%
|
|
(5.4
|
)%
|
As of
|
|
Debt to
Capitalization
|
|
Basis Point
(Decrease)
Increase (1)
|
||
September 30, 2014
|
|
14.9
|
%
|
|
(1,400
|
)
|
June 30, 2014
|
|
28.9
|
%
|
|
1,200
|
|
(1)
|
Represents the basis point change in debt to capitalization as compared to prior fiscal year end (June 30).
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs (in thousands)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||
7/1/14 - 7/31/14
|
|
826,922
|
|
|
$
|
13.89
|
|
|
8,520,886
|
|
|
$
|
47,194
|
|
8/1/14 - 8/31/14
|
|
222,339
|
|
|
13.92
|
|
|
8,743,225
|
|
|
44,099
|
|
||
9/1/14 - 9/30/14
|
|
406,326
|
|
|
16.98
|
|
|
9,149,551
|
|
|
37,199
|
|
||
Total
|
|
1,455,587
|
|
|
$
|
14.76
|
|
|
9,149,551
|
|
|
$
|
37,199
|
|
Exhibit 10(a)(*)
|
|
Short Term Incentive Compensation Plan, effective August 19, 2014. (Incorporated by reference to Appendix A of the Company's Proxy Statement on Definitive Form 14A filed on September 10, 2014, for the year ended June 30, 2014.)
|
|
|
|
Exhibit 10(b)(*)
|
|
Amendment to the Amended and Restated 2004 Long-Term Incentive Plan, effective August 29, 2014.
|
|
|
|
Exhibit 31.1
|
|
President and Executive Officer of Regis Corporation: Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
Exhibit 31.2
|
|
Executive Vice President and Chief Financial Officer of Regis Corporation: Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
Exhibit 32
|
|
Chief Executive Officer and Chief Financial Officer of Regis Corporation: Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
Exhibit 101
|
|
The following financial information from Regis Corporation's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014, formatted in Extensible Business Reporting Language (XBRL) and filed electronically herewith: (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 Cash Flows; and (v) the Notes to the Consolidated Financial Statements.
|
(*)
|
Management contract, compensatory plan or arrangement required to be filed as an exhibit to the Company’s Report on Form 10-Q.
|
|
REGIS CORPORATION
|
|
|
|
|
Date: November 4, 2014
|
By:
|
/s/ Steven M. Spiegel
|
|
|
Steven M. Spiegel
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
Signing on behalf of the registrant and as principal accounting officer
|
1.
|
The definition of “Change in Control” in the Corporation’s Amended and Restated 2004 Long-Term Incentive Plan is hereby replaced by the following:
|
|
|
Certified by Eric Bakken, Corporate Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Eric
Bakken
|
|
|
|
|
Eric Bakken
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Regis Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
5.
|
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s Board of Directors:
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
November 4, 2014
|
|
|
|
|
|
/s/ Daniel J. Hanrahan
|
|
|
Daniel J. Hanrahan, President and Chief Executive Officer
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Regis Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
5.
|
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s Board of Directors:
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
November 4, 2014
|
|
|
|
|
|
/s/ Steven M. Spiegel
|
|
|
Steven M. Spiegel, Executive Vice President and Chief Financial Officer
|
|
|
(1)
|
The Quarterly Report on Form 10-Q complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Quarter Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
|
November 4, 2014
|
|
|
|
|
|
/s/ Daniel J. Hanrahan
|
|
|
Daniel J. Hanrahan, President and Chief Executive Officer
|
|
|
|
|
|
November 4, 2014
|
|
|
|
|
|
/s/ Steven M. Spiegel
|
|
|
Steven M. Spiegel, Executive Vice President and Chief Financial Officer
|
|
|