SEC Comment Letter 0000000000-23-000077 to REGIS CORP (RGS) (CIK 0000716643) (RGS)
REGIS CORP (RGS) (CIK 0000716643)
Date: Jan. 4, 2023 · CIK: 0000716643 · Accession: 0000000000-23-000077
AI Filing Summary & Sentiment
File numbers found in text: 001-12725
Letter
United States securities and exchange commission logo January 4, 2023 Kersten Zupfer Executive Vice President and Chief Financial Officer Regis Corporation 3701 Wayzata Boulevard Minneapolis, MN 55416 Re:Regis Corporation Form 10-K for Fiscal Year Ended June 30, 2022 Filed August 23, 2022 Earnings Release on Form 8-K Furnished November 1, 2022 File No. 001-12725 Dear Kersten Zupfer: We have reviewed your December 14, 2022 response to our comment letter and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our November 22, 2022 letter. Earnings Release on Form 8-K Furnished November 1, 2022 Exhibit 99.1 Non-GAAP Reconciliations Reconciliation Of Reported Franchise EBITDA As A Percent Of U.S. GAAP Revenue To EBITDA As A Percent Of Adjusted Revenue 1.Refer to your response to comment 5 regarding the non-margin revenue adjustments in presenting adjusted EBITDA as a percent of adjusted revenue. Please consider adding disclosure consistent with your response that you remove non-margin revenue in order to show a meaningful margin rate given the majority of your revenue is offset by an equal amount of expense such that there is no contribution to your margin.
FirstName LastNameKersten Zupfer Comapany NameRegis Corporation January 4, 2023 Page 2 FirstName LastName Kersten Zupfer Regis Corporation January 4, 2023 Page 2 2.Refer to your responses to comments 3 and 4. You state "adjusted EBITDA" is to be the sole segment measure going forward. However, we note your reference to "adjusted Franchise EBITDA" in these responses, and we also note reference to "Franchise adjusted EBITDA" in the earnings release. If these measures represent the same amount, please use one label for consistency. If they represent different measures, explain to us how these measures differ and what each represents. 3.In your response to comment 3 you state you will no longer present "Franchise EBITDA." In comment 5 you refer to the use of "Franchise EBITDA" in the reconciliation as if you still intend to present it. Please clarify for us whether or not "Franchise EBITDA" is to be presented. You may contact Robert Shapiro at 202-551-3273 or Doug Jones at 202-551-3309 if you have questions regarding comments on the financial statements and related matters. Sincerely, Division of Corporation Finance Office of Trade & Services
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United States securities and exchange commission logo
January 4, 2023
Kersten Zupfer
Executive Vice President and Chief Financial Officer
Regis Corporation
3701 Wayzata Boulevard
Minneapolis, MN 55416
Re:Regis Corporation
Form 10-K for Fiscal Year Ended June 30, 2022
Filed August 23, 2022
Earnings Release on Form 8-K
Furnished November 1, 2022
File No. 001-12725
Dear Kersten Zupfer:
We have reviewed your December 14, 2022 response to our comment letter and have the
following comments. In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
November 22, 2022 letter.
Earnings Release on Form 8-K Furnished November 1, 2022
Exhibit 99.1
Non-GAAP Reconciliations
Reconciliation Of Reported Franchise EBITDA As A Percent Of U.S. GAAP Revenue To
EBITDA As A Percent Of Adjusted Revenue
1.Refer to your response to comment 5 regarding the non-margin revenue adjustments in
presenting adjusted EBITDA as a percent of adjusted revenue. Please consider adding
disclosure consistent with your response that you remove non-margin revenue in order to
show a meaningful margin rate given the majority of your revenue is offset by an equal
amount of expense such that there is no contribution to your margin.
FirstName LastNameKersten Zupfer
Comapany NameRegis Corporation
January 4, 2023 Page 2
FirstName LastName
Kersten Zupfer
Regis Corporation
January 4, 2023
Page 2
2.Refer to your responses to comments 3 and 4. You state "adjusted EBITDA" is to be the
sole segment measure going forward. However, we note your reference to "adjusted
Franchise EBITDA" in these responses, and we also note reference to "Franchise adjusted
EBITDA" in the earnings release. If these measures represent the same amount, please
use one label for consistency. If they represent different measures, explain to us how
these measures differ and what each represents.
3.In your response to comment 3 you state you will no longer present "Franchise
EBITDA." In comment 5 you refer to the use of "Franchise EBITDA" in the
reconciliation as if you still intend to present it. Please clarify for us whether or not
"Franchise EBITDA" is to be presented.
You may contact Robert Shapiro at 202-551-3273 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services