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SEC Comment Letter for REGIS CORP (RGS) (CIK 0000716643) (RGS) — Feb 14, 2013

REGIS CORP (RGS) (CIK 0000716643)
Date: Feb. 14, 2013 · CIK: 0000716643 · Accession: 0000000000-13-008804

Financial Reporting Regulatory Compliance Internal Controls

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

Date
February 14, 2013
Author
/s/ Carlos Pacho for
Form
UPLOAD
Company
REGIS CORP (RGS) (CIK 0000716643)

Letter

February 14, 2013 Via E -mail Mr. Daniel J. Hanrahan President and Chief Executive Officer Regis Corporation 7201 Metro Boulevard Edina , MN 55436

Re: Regis Corporation Form 10-K for the Year Ended June 30 , 2012 Filed August 29 , 201 2 File No. 1-12725 Form 10 -Q for the Quarterly Period Ended Dec ember 31, 2012 Filed February 4, 2013 File No. 1 -12725

Dear Mr. Hanrahan :

We have reviewed your filing and have the following comments. We have limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents. Please comply with the following comments in future filings. Confirm in writing that you will do so and explain to us how you intend to comply. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by providin g the requested information or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances , please tell us why in your response.

After reviewing the information you provide in re sponse to these comments, we may have additional comments.

Form 10 -K for the Fiscal Year Ended June 30 , 2012

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Gross Margin (Excluding Depreciation), Service Margin (E xcluding Depreciation) and Product Margin (Excluding Depreciation), pages 47 and 48

1. Since you exclude depreciation from gross, service and product margins, these measures are non -GAAP. To avoid placing undue prominence to such non -GAAP measures,

Mr. Daniel J. Hanrahan Regis Corporation February 14, 2013 Page 2

please present them after your discussion of GAAP operating results. Additionally, reconcile each non -GAAP measure to the most comparable GAAP measure, “gross margin” that includes the allocation of applicable depreciation and amortization in cost of revenue. P lease revise or advise.

Form 10 -Q for the Quarterly Period Ended December 31, 2012

Management’s Overview, page 28

2. We note your reference to the review of your non -core assets. Please tell us and discuss in more detail the nature of your review and any impact such review may have on your future operations. We note that the Company has disposed of its Hair Restoration Business and its equity interest in Provaillance, a substantial component of its European operations, during the first half of fiscal year 2013.

Please file all correspondence over EDGAR. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provide a written statement from the compa ny acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

You may contact Robert Shapiro , Staff Accountant, at (202) 551 -3273 or Dean Suehiro , Senior Staff Accountant , at (202) 551 -3384 if you have questions regarding comments on the financial statements and related matters. Please contact me at (202) 551 -3810 with any other questions.

Sincerely,
/s/ Carlos Pacho for

Show Raw Text
February 14, 2013

Via E -mail
Mr. Daniel J. Hanrahan
President and  Chief Executive Officer
Regis  Corporation
7201 Metro Boulevard
Edina , MN 55436

Re: Regis  Corporation
Form 10-K for the Year Ended  June 30 , 2012
Filed August 29 , 201 2
  File No. 1-12725
  Form 10 -Q for the Quarterly Period Ended Dec ember  31, 2012
  Filed  February 4, 2013
  File No. 1 -12725

Dear Mr. Hanrahan :

 We have reviewed your filing and have the following comments.  We have
limited our review to only your financial statements and related disclosures and do not intend to
expand our review to other portions of your documents.   Please comply with the following
comments in future filings.  Confirm in writing that you will do so and explain to us how you
intend to comply.   In some of our comments, we may ask you to provide us with information so
we may better understand your disclosure.

Please respond to this letter within ten business days by providin g the requested
information  or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances , please tell us why in your response.

After reviewing the information  you provide in re sponse to these comments, we may
have additional comments.

Form 10 -K for the Fiscal Year Ended June 30 , 2012

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Gross Margin (Excluding Depreciation), Service Margin (E xcluding Depreciation) and Product
Margin (Excluding Depreciation), pages 47 and 48

1. Since you exclude depreciation from gross, service and product margins, these measures
are non -GAAP.   To avoid placing undue prominence to such non -GAAP measures,

Mr. Daniel J. Hanrahan
Regis Corporation
February 14, 2013
Page 2

 please present them after your discussion of GAAP operating results.  Additionally,
reconcile each non -GAAP measure to the most comparable GAAP measure, “gross
margin” that includes the allocation of applicable depreciation and amortization in cost of
revenue.  P lease revise or advise.

Form 10 -Q for the Quarterly Period Ended  December 31, 2012

Management’s Overview, page 28

2. We note your reference to the review of your non -core assets.  Please tell us and discuss
in more detail the nature of your review and any impact such review may have on your
future operations.   We note that the Company has disposed of its Hair Restoration
Business and its equity interest in Provaillance, a substantial component of its European
operations, during the first half of fiscal year 2013.

Please file all correspondence over EDGAR.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable Exchange Act rules
require.   Since the company  and its management are in possession of all facts relating to a
company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they
have made.

In responding to our comments, please provide  a written statement from the compa ny
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Robert Shapiro , Staff Accountant, at (202) 551 -3273 or Dean Suehiro ,
Senior Staff Accountant , at (202) 551 -3384 if you have questions regarding comments on the
financial statements and related matters.  Please contact me at (202) 551 -3810 with any other
questions.

Sincerely,

/s/ Carlos Pacho for

Larry Spir gel
Assistant Director