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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1996
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 number 0-11230
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Regis Corporation
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(Exact name of registrant as specified in its charter)
Minnesota 41-0749934
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State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification No.)
7201 Metro Boulevard, Edina, Minnesota 55439
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (612) 947-7777
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None None
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Securities registered pursuant to section 12(g) of the Act:
Common Stock, Par Value $.05 per share
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(Title of class)
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
--- ---
1
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by nonaffiliates of
registrant (based upon closing price of $25.00 per share as of September 3,
1996, as quoted on the NASDAQ), was $451,892,300.
The number of outstanding shares of the registrant's common stock, par
value $.05 per share, as of September 3, 1996, was 18,075,692.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders for the year ended June 30,
1996, are incorporated by reference into Parts I and II.
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PART I
ITEM 1. BUSINESS
BACKGROUND
The Company is the largest owner and operator of mall-based hair and retail
hair product salons in the world. At June 30, 1996, the Company operated 1,963
salons (1,891 company-owned and 72 franchised) offering high-quality haircare
services and products in 50 states and certain foreign countries, principally
the United Kingdom. Regis operates its salons primarily under the names Regis
Hairstylists, MasterCuts and Trade Secret. In 1996, the Company began operating
hair salons in Wal-Mart stores and supercenters.
INDUSTRY OVERVIEW
Management estimates that annual sales of the haircare industry were $37
billion in the United States and $65 billion worldwide. The industry is highly
fragmented with the vast majority of haircare salons independently owned.
However, the influence of chains, both franchise and company-owned, has
increased substantially, although still accounting for a small percentage of
total locations. Management believes that chains will continue to increase
their presence. Management also believes that the demand for salon services and
products will increase in the next decade as the population ages and desires
additional haircare services such as coloring.
BUSINESS STRATEGY
The Company's goal is to provide high quality haircare services and
products to customers in different market groups through physically attractive
salons in high traffic shopping mall locations. The key elements of the
Company's strategy to achieve these goals are the following:
CONSISTENT, QUALITY SERVICE. Regis is committed to meeting its customer's
haircare needs by providing competitively priced services and products in
convenient locations with professional and knowledgeable hairstylists. The
Company's operations and marketing emphasize high-quality services to create
customer loyalty, to encourage referrals and to distinguish the Company's salons
from its competitors. The major services supplied by the Company's salons are
haircutting and styling, hair coloring, shampooing, conditioning and permanent
waving. To promote quality and consistency of services provided throughout the
Company's salons, Regis has full and part-time artistic directors whose duties
are to teach and train salon operators and to instruct the stylists in current
styling trends.
MALL-BASED LOCATIONS. As the largest national mall-based operator in the
hair salon industry, Regis has the ability to obtain desirable locations in
high-profile, regional malls anchored by major department stores. Mall owners
and developers typically seek retailers such as Regis due to the Company's
financial strength, successful salon operations and status as a national mall
tenant. The Company's locations, which are aesthetically appealing and designed
to attract customers from mall shoppers, provide a steady source of new
business. During fiscal
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1996, Regis provided services to more than 30 million customer worldwide.
MULTIPLE SALON CONCEPTS. Regis operates primarily three salon concepts;
Regis Hairstylists, MasterCuts and Trade Secrets. Regis' various salon concepts
in the United States address the major segments of the salon market and provide
the Company with the ability to have multiple locations in a single mall and the
flexibility to convert concepts if mall demographics or customer preferences
shift.
Regis Hairstylists appeal primarily to women and are positioned at the
moderate-to-upscale end of the salon market. MasterCuts appeal to the more
value-conscious customer with promotional or discount prices and have a higher
percentage of men and children as customers. Trade Secret provides hairstyling
service and a broad selection of quality haircare and beauty products sold only
through professional salons. Because the square footage for each of these
concepts is approximately the same, the Company has the ability to determine
which salon concept is best suited to a new location and change the concept of
existing salons to meet demographic changes in the salon's market.
The Company also operates promotionally priced, family-oriented hair care
salons located in Wal-Mart stores and supercenters.
EXPANSION. The Company has grown through increased sales from existing
salons, constructing additional salons, and acquisitions. During the five year
period ended June 30, 1996, the Company has added 832 net units to its worldwide
salon base from new salon construction and acquisitions. During this same period
of time, the Company added two new operating divisions, Trade Secret and Wal-
Mart, and also expanded its Regis Hairstylists, MasterCuts and International
salon divisions. In addition to continuing its salon acquisition strategy, the
Company expects to construct at least 150 new salons and complete approximately
60 major remodeling and conversion projects during fiscal 1997.
In addition, in July 1996, the Company and Supercuts, Inc. signed an
agreement and plan of merger pursuant to which Supercuts will, subject to
satisfaction of the closing conditions in the agreement, merge with a subsidiary
of the Company in a stock-for-stock merger transaction. Supercuts is one of the
largest publicly held owners, operators and franchisors of hair salons in the
United States. The Supercuts system includes over 1,150 company-owned and
franchised stores in 39 states and Puerto Rico.
HIGH QUALITY HAIRCARE PRODUCTS. Through Trade Secret and the Company's
other salons, Regis sells nationally-recognized haircare products such as
Joico-Registered Trademark-, KMS-Registered Trademark-, Matrix-Registered
Trademark-, Paul Mitchell-Registered Trademark-, Nexxus-Registered Trademark-,
Redken-Registered Trademark- and Sebastian-Registered Trademark- and a complete
line of products sold under the Regis label, which is the Company's best selling
product line. The salon branded products are typically sold only through
professional salons and generate higher gross margins than haircutting and other
salon services. The Company's stylists are trained to sell haircare products as
well as services such as color treatments and manicures to their customers.
Sales of haircare products increased nearly 25 percent in fiscal 1996 to $139
million and represented 28 percent of total
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sales.
CONTROL OVER SALON OPERATIONS. As a salon owner/operator, Regis controls
the quality of operations and enjoys certain economies of scale in terms of
certain central and store level expenses. Quality control is particularly
important in the Regis Hairstylists and MasterCuts salons where a greater
portion of sales are derived from hairstyling and color services. The Company
has an extensive training program, including the production of training videos
for use in the salons, to ensure that hairstylists are knowledgeable and provide
consistent quality haircare services.
ECONOMIES OF SCALE. Management believes that due to its size and number of
locations the Company has certain advantages which are not available to single
location salons or small chains. The Company uses its point-of-sale system to
track inventory and to monitor service and product sales. This product and
customer information is used to evaluate salon productivity and, in some cases,
to determine the most appropriate salon use for the location. Additionally, as
a result of its volume purchases, the Company is able to purchase haircare
products and supplies and salon fixtures on an advantageous basis. The Company
is also able to gain national and local market recognition for the Regis name
and its salon concepts through national and local advertising and promotional
programs.
REGIS HAIRSTYLISTS
Regis Hairstylists are full-service salons providing complete haircare and
beauty services aimed at moderate to upscale, fashion-conscious consumers. The
customer mix at Regis Hairstylists salons is approximately 70 percent women and
30 percent men. These salons offer a full range of custom hairstyling, cutting,
coloring, permanent wave and manicuring as well as haircare products. The
average sale at Regis Hairstylists salons is approximately $20. Regis
Hairstylists salons compete in their existing markets primarily by emphasizing
the high quality of their services. The Company actively monitors the prices
charged by its competitors in each area and makes every effort to maintain
prices which, although in the higher range of local prices, are not so high as
to be uncompetitive with prices of other salons offering similar, high-quality
services. At June 30, 1996, the Company operated 797 Regis Hairstylists salons
in shopping malls in North America. Sales from the Regis Hairstylists salons
were $268 million, or 54 percent of the Company's total sales, in fiscal 1996.
The Company expects to construct about 35 new Regis Hairstylists salons in
fiscal 1997.
MASTERCUTS FAMILY HAIRCUTTERS
MasterCuts Family Haircutters salons were introduced in 1985 to serve a
broader customer base than Regis Hairstylists and to respond to competitive
pressures for lower cost haircare services. MasterCuts salons emphasize quality
haircutting, lower prices and time-saving services for the entire family. The
customer mix at MasterCuts salons contains a greater percentage of men and
children than at Regis Hairstylists salons. MasterCuts salons cater to
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walk-in customers and provide a warm, inviting atmosphere that is comfortable
for all members of the family. Many of the same product lines sold in Regis
Hairstylists salons are also available in MasterCuts salons. The average sale
at MasterCuts salons is approximately $10. The MasterCuts salons place more
emphasis on discount or promotional pricing for the services being offered to
compete more effectively with the chains of salons, primarily franchises, now
offering such services at discount prices. In certain markets, the Company has
been able to improve a salon's performance by converting it to a MasterCuts
salon. At June 30, 1996, the Company operated 327 MasterCuts salons in North
America. Sales from MasterCuts salons accounted for $83 million, or 17 percent
of the Company's total sales, in fiscal 1996. During fiscal 1997, the Company
plans to construct approximately 35 new MasterCuts salons.
TRADE SECRET
Trade Secret salons emphasize haircare and beauty product sales in a retail
setting while providing high-quality haircare and beauty services. Trade Secret
salons are designed to display and attract sales of haircare and beauty
products. Trade Secret salons offer the same products as the Regis Hairstylists
and MasterCuts salons, but also have additional beauty items. The average sale
at Trade Secret salons is approximately $14, but the number of daily
transactions is generally higher than at Regis Hairstylists or MasterCuts
locations. At June 30, 1996, the number of Trade Secret salons totalled 274 in
North America, including 55 franchised locations. Sales from Trade Secret
salons during fiscal 1996 were $70 million, or 14 percent of the Company's total
sales. The Company anticipates constructing approximately 40 new Trade Secret
salons in fiscal 1997.
WAL-MART SALONS
The Company expanded into the mass merchant retail arena in May 1996 by
acquiring 154 salons operating within Wal-Mart stores and supercenters. Wal-
Mart salons share many operating characteristics with MasterCuts: pricing is
promotional, services are focused on family hair cutting, and product sales
contribute solidly to overall sales. The Company operated 157 Wal-Mart salons
at June 30, 1996. The Company anticipates constructing at least 35 new salons
in Wal-Mart supercenters in fiscal 1997.
INTERNATIONAL SALON OPERATIONS
The Company operated 408 hair care salons in five countries outside of the
United States and Canada at June 30, 1996, including 343 salons in the
United Kingdom. Canadian salons operate under the Regis Hairstylists,
MasterCuts and Trade Secret tradenames, while salons in the remaining five
countries primarily operate in department stores under license arrangements.
Sales from the International salon operations were $76 million, or 15
percent of the Company's total sales, in fiscal 1996. The Company expects to
continue to increase its International salon base in fiscal 1997.
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NEW SALON DEVELOPMENT
The table on the following page sets forth the number of Company salons
opened at the beginning and end of each of the last five years, as well as the
number of salons opened, closed, relocated, converted and acquired during each
of these periods.
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SALON LOCATION SUMMARY
1992 1993 1994 1995 1996
---- ---- ---- ---- ----
REGIS
Open at beginning of period 813 815 802 801 787
Salons constructed 36 34 24 17 31
Acquired 6 9 9
Less: Relocations 6 13 11 11 11
--- --- --- --- ---
Net salon openings 30 21 19 15 29
Conversions (11) (13) (3) (10) (4)
Salons closed or sold (17) (21) (17) (19) (15)
--- --- --- --- ---
Open at end of period 815 802 801 787 797
--- --- --- --- ---
--- --- --- --- ---
MASTERCUTS
Open at beginning of period 155 185 229 257 283
Salons constructed 22 34 25 21 33
Acquired 3 1 12
Less: Relocations 1 3 2 3
--- --- --- --- ---
Net salon openings 22 33 25 20 42
Conversions 11 13 3 10 3
Salon closed or sold (3) (2) (4) (1)
--- --- --- --- ---
Open at end of period 185 229 257 283 327
--- --- --- --- ---
--- --- --- --- ---
TRADE SECRET
Company-Owned:
Open at beginning of period 55 106 152
Salons constructed 1 22 28 40
Acquired 54 30 19 11
Less: Relocations 2 1 4
--- --- --- --- ---
Net salon openings 55 50 46 47
Conversions(1) 1 2 20
Salon closed or sold (2)
--- --- --- --- ---
Open at end of period 0 55 106 152 219
--- --- --- --- ---
--- --- --- --- ---
Franchised Stores:
Open at beginning of period 64 68
Salons added 1 7 8
Acquired 64
Less: Relocations 1
--- --- --- --- ---
Net salon openings 65 7 7
Conversions(1) (1) (2) (19)
Salon closed or sold (1) (1)
--- --- --- --- ---
Open at end of period 0 0 64 68 55
--- --- --- --- ---
--- --- --- --- ---
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1992 1993 1994 1995 1996
---- ---- ---- ---- ----
WAL-MART
Open at beginning of period
Salons constructed 3
Acquired 154
-----
Net salon openings 157
Open at end of period 157
-----
-----
INTERNATIONAL(2)
Open at beginning of period 163 199 225 251 244
Salons constructed 11 18 6 9 9
Acquired 42 21 27 2 178
Less: Relocations 4 4 1
----- ----- ----- ----- -----
Net salon openings 49 35 33 11 186
Salons closed or sold (13) (9) (7) (18) (22)
----- ----- ----- ----- -----
Open at end of period 199 225 251 244 408
----- ----- ----- ----- -----
----- ----- ----- ----- -----
Grand total 1,199 1,311 1,479 1,534 1,963
----- ----- ----- ----- -----
----- ----- ----- ----- -----
Major remodelings & conversions 43 38 35 46 65
----- ----- ----- ----- -----
----- ----- ----- ----- -----
(1)Represents primarily the acquisition of franchise locations.
(2)Canadian salons are included in the Regis, MasterCuts and Trade Secret
sections and not included in the International salon totals.
Of the 116 new salons opened in fiscal 1996, 31 were Regis Hairstylists
salons, 33 were MasterCuts, 40 were Trade Secret, 3 were Wal-Mart and 9 were
International salons. The Company intends to construct at least 150 new salons
during fiscal year 1997 and expects that about 35 of these will be Regis
Hairstylists salons, about 35 will be MasterCuts, about 40 will be Trade Secret,
about 35 will be Wal-Mart salons and 10 will be International. The Company has
a program of modernizing its existing salons, ranging from redecoration to
substantial reconstruction, in order to raise its older salons to the standards
of its newly constructed locations. This program is implemented as management
determines that a particular location will benefit from such modernization, or
as required by lease renewals.
HAIRCARE PRODUCTS
In recent years, the Company has placed emphasis on the sales of higher-
margin haircare products, with the result that such sales have become an
increasingly important part of the Company's business, having grown from 5.4
percent of total sales in fiscal 1987 to 28.1 percent in fiscal 1996. A
significant portion of this growth has resulted from the introduction of
national brand merchandise in 1988 and the acquisition of Trade Secret in
December 1993 and Beauty Express in November 1992. The haircare products
offered are primarily shampoos, hair conditioners, fixatives and hair sprays.
Both the Regis label products and lines of salon branded
9
products are sold only through licensed beauty salons, including
Joico-Registered Trademark-, KMS-Registered Trademark-, Matrix-Registered
Trademark-, Paul Mitchell-Registered Trademark-, Nexxus-Registered Trademark-,
Redken-Registered Trademark- and Sebastian-Registered Trademark-. The Regis
line continues to be the Company's best selling product line. The Company
actively reviews its product line offerings and continuously investigates the
quality and sales potential of new products. The Company utilizes its national
salon network as a testing ground for new product formulations. There are many
potential sources of supply for the types of products used or sold at the
salons, and the Company is not dependent upon any single supplier.
SITE SELECTION
The Company is the largest shopping mall tenant which operates haircare
salons in the United States and has attained national tenant status which makes
the Company an attractive tenant for shopping mall owners and developers. In
the United States, there are approximately 1,800 enclosed malls which meet the
Company's performance criteria with several new shopping malls developed each
year. At June 30, 1996, the Company's 1,398 United States and Canadian mall-
based salons were located in approximately 965 shopping malls. Because the
Company's different salon concepts target different customer groups depending on
the size and location of the shopping malls, more than one of the Company's
salon concepts may be located in the same mall. As a result, there are numerous
leasing opportunities in shopping malls for its Regis Hairstylists, MasterCuts
and Trade Secret salons, of which the Company has penetrated approximately one-
third.
The Company generally locates its salons in fully enclosed, climate-
controlled shopping malls classified as "regional" having 400,000 or more square
feet of leasable area and at least two full-line department store anchor
tenants. The Company's experience has been that selecting the proper mall and
obtaining a favorable, high-traffic location within the mall are important
determinants of the success of a new salon. For existing malls, the Company
evaluates the current sales per square foot of tenants, the stature and strength
of the anchor tenants and the other tenants, the location and traffic patterns
within the mall, and the proximity of competitors. In addition, the Company may
conduct site surveys and physical observations to assess the location and
competitive environment.
Several trends have enabled the Company to continue to lease high-profile
space in existing malls. Leasing velocity and turnover have increased because
the average length of shopping mall lease terms has been steadily declining.
Also, many larger tenants are downsizing their leased areas to make better use
of costly space, thereby creating available floor space. Also, many existing
malls are being expanded, renovated and remerchandised. Because of these
factors, the Company believes that it has ample expansion opportunities and
therefore can be selective in establishing new locations.
MARKETS AND MARKETING
Approximately half of the Company's North American salons are situated in
"middle markets" with service area populations between 80,000 and 800,000.
Approximately one-fourth of the Company's salons are located in smaller markets
with a service area population below 80,000, and about one-fourth are located in
major metropolitan areas with populations in excess of 800,000. The Company
believes that the geographic dispersion of its salons throughout the
10
United States may diminish the impact of fluctuations in regional business
cycles. Most of the Company's salons, other than its department store salons in
the International salon division and Wal-Mart salons, are located in enclosed
mall shopping centers.
The Company maintains various advertising, sales and promotion programs for
its salons, budgeting a predetermined percentage of sales for such programs.
The Company has developed promotional tactics and institutional sales messages
for each of its divisions targeting certain customer types and positioning each
concept in the marketplace. Print, radio and television and billboard
advertising are developed and supervised at the Company's headquarters, but most
of the advertising is done in the immediate area of the particular salon. The
Company has conducted institutional advertising and public relations on a
national basis through such magazines as SEVENTEEN, PEOPLE and VOGUE. In
addition, the Company conducts seasonal sales promotions in the winter
(Christmas merchandising) and late summer (back-to-school).
The Company's salons also support charitable events. In the annual "Clip
for the Cure," many Regis salons worldwide offer haircuts for $10 and all
proceeds are donated to the Company's Foundation for Breast Cancer Research
which donates money to organizations researching a cure for breast cancer. The
Company has nearly reached $1.5 million in fundraising for breast cancer
charities.
SALON TRAINING PROGRAMS
The Company has an extensive hands-on training program for its salon
managers and hairstylist associates which emphasizes both technical training in
hairstyling and cutting, perming, hair coloring and hair treatment regimes as
well as customer service and product sales. The objective of the training
programs is to ensure that customers receive professional and quality service
which the Company believes will result in more repeat customers, referrals and
product sales.
The Company has full- and part-time artistic directors who teach and train
the salon operators in techniques for providing the salon services and who
instruct the stylists in current styling trends. The Company also has an
audiovisual based training system in its salons designed to enhance technical
skills of hairstylists.
The Company has a customer service training program to improve the
interaction between employees and customers. Staff members are trained in the
proper techniques of customer greeting, telephone courtesy and professional
behavior through a series of professionally designed video tapes and
instructional seminars.
STAFF RECRUITING AND RETENTION
Recruiting quality managers and hairstylists is essential to the
establishment and operation of successful salons. The Company's supervisory
team seeks to recruit entrepreneurial salon managers who display initiative and
imagination. The Company has been successful in recruiting capable managers and
stylists for a number of reasons. To employ and retain qualified and productive
employees, the Company utilizes a broad compensation system including cash
incentives, merchandise awards, Company-sponsored trips and benefit programs.
The Company
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believes that its compensation structure for salon managers and hairstylists is
competitive within the industry. Stylists benefit from the Company's high-
traffic locations in quality malls and receive a steady source of new business
from walk-in customers. In addition, the Company offers a career path with the
opportunity to move into managerial and training positions within the Company.
SALON DESIGN
The Company's salons are designed, built and operated in accordance with
uniform standards and practices developed by the Company based on its
experience. To the greatest extent possible, new salons are designed and
constructed according to the Company's standard specifications, thereby reducing
design and construction costs and enhancing operating efficiencies. Salon
fixtures and equipment are also uniform, allowing the Company to place large
orders for these items with attendant cost savings.
The size of the Company's salons ranges from 500 to 2,300 square feet, with
the typical salon having about 1,100 square feet. At present, the cost to the
Company of constructing and furnishing a new salon, including inventories,
averages in the range of approximately $125,000 to $145,000, with about 80
percent of the total construction cost for leasehold improvements and the
balance for salon fixtures, equipment, and inventory.
The Company maintains its own construction and design department, and
designs and supervises the construction, furnishing and fixturing of all new
salons. The Company has developed considerable expertise in designing upscale,
visually appealing salons. The design and construction staff focuses on
aesthetic appeal, efficient use of space, cost and rapid completion times. The
Company's salons are airy in appearance with open store fronts and have few, if
any, partitions. Haircare products offered for sale are prominently and
attractively displayed in the salons. Each of the Company's salon concepts has
a different design related to the image to be projected. Regis Hairstylists
salons are more upscale in design and utilize marble floors, mirrors and
contrasting black and white colors. MasterCuts salons are family oriented and
include extensive use of woodwork and warm, comfortable colors. Trade Secret
salons use many of the same design techniques as Regis Hairstylists salons, and
also have open and easily accessible product displays. Wal-Mart salons, which
are strategically located near the check out counters in the front of Wal-Mart
stores and supercenters, are efficiently designed and tastefully furnished to
complement the Wal-Mart retail environment.
OPERATIONS
Company-owned and franchised salons located in the United States, Puerto
Rico, Canada, and Mexico are operated and managed as part of the Company's North
American operations. All other salons, primarily located in department stores
in the United Kingdom and South Africa, are operated and managed through the
Company's United Kingdom subsidiary.
For each salon division, the Company's operations are divided into
geographic regions throughout the United States. Each region is headed by one
of the Company's salon directors, assisted by regional field managers and area
supervisors, who coordinate the operations of the salons in the particular
region. The area supervisors are responsible for hiring and training the
managers for each salon.
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Over the years the Company has developed uniform procedures for opening new
salons in such a manner as to maximize sales from a new location as rapidly as
possible. After opening, all salons are operated according to standard
procedures which the Company has learned are desirable for the operation of an
efficient, high-quality, profitable salon.
MANAGEMENT INFORMATION SYSTEMS
The Company utilizes a retail point-of-sale information system in all its
salons. This system collects data daily from each salon and consolidates the
data into several management reports. The Company's automated system polls
terminals nightly and all salon cash receipts are transferred automatically into
a centralized bank account, thereby significantly reducing administrative
expenses. Point-of-sale information is also used both to monitor salon
performance and to generate customer data for use in identifying and
anticipating industry trends for purposes of pricing and marketing. The Company
has expanded the system to deliver on-line information as to sales of products
to improve its inventory and control system, including suggested monthly product
purchase recommendations for a salon, a monthly report of sales and a perpetual
inventory. Management believes that its information systems provide advantages
in planning and analysis which are not available to a majority of its
competitors which do not have management information systems.
COMPETITION
The haircare industry is highly competitive. In every area in which the
Company has a salon, there are competitors offering similar haircare services
and products at similar prices. The Company faces competition within malls from
companies which operate salons as departments within department stores and from
smaller chains of salons, independently owned salons and, to a lesser extent,
salons which, although independently owned, are operating under franchises from
a franchising company that may assist such salons in areas of training,
marketing and advertising.
In order to obtain locations in shopping malls, the Company must be
competitive as to rentals and other customary tenant obligations. The Company
believes that because of its established relationships with many leading
shopping center developers throughout the country, its status in the haircare
industry as a national rather than a local tenant, and its financial resources,
it will encounter little difficulty in obtaining sufficient shopping center
locations to continue its historical pattern of growth.
TRADEMARKS
The Company holds numerous trademarks, both in the United States and in
several foreign countries. The most important are the trademarks "Regis
Hairstylists," "MasterCuts" and "Trade Secret."
The Company believes the use of the trademarks "Regis Hairstylists,"
"MasterCuts" and "Trade Secret" is important in establishing and maintaining its
reputation as a national operator of high-quality hairstyling salons, and is
committed to protecting these trademarks by vigorously challenging any
unauthorized use.
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EMPLOYEES
As of June 30, 1996, the Company had approximately 20,000 full- and part-
time employees worldwide, of which approximately 15,000 employees were located
in the United States. None of the Company's employees is subject to a
collective bargaining agreement and the Company believes that its employee
relations are good.
ITEM 2. PROPERTIES
The Company's consolidated executive and administrative offices are located
in a 100,000 square foot building in Edina, Minnesota owned by the Company.
The Company also leases warehouse space in Eden Prairie, Minnesota for
storing and distributing inventory. The Company believes that this space will
be adequate for inventory storage needs for the foreseeable future.
The Company operates all of its salon locations under leases or licenses.
All of its North American locations opened in regional malls during the past
five years are operating under leases with an original term of at least ten
years. Salons operating within Wal-Mart stores and supercenters have leases
with original terms of at least five years. Salons in the U.K. operations which
are located in department stores operate under license agreements with the
department stores.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
14
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Regis common stock is listed and traded on the Nasdaq National
Market under the symbol "RGIS".
The accompanying table sets forth the high and low closing bid
quotations as reported by Nasdaq for each quarter during the
previous two fiscal years. The quotations reflect inter-dealer
prices, without retail mark-up, mark-down or commission, and may
not necessarily represent actual transactions.
1995 1996
HIGH LOW HIGH LOW
1st quarter $ 9.83 $ 8.17 $14.33 $12.49
2nd quarter 11.00 9.33 16.67 13.83
3rd quarter 12.67 9.50 20.50 14.17
4th quarter 12.83 10.17 33.00 20.33
The Company declared quarterly dividends of $.017, $.017, $.017
and $.02, respectively, during fiscal 1996. The Company did not
pay dividends during fiscal 1995 due to debt covenant
restrictions.
As of September 3, 1996, Regis shares were owned by approximately
5,000 shareholders based on the number of record holders and an
estimate of individual participants in security position
listings.
ITEM 6. SELECTED FINANCIAL DATA
Five-Year Summary of Selected Financial Data which is included on
page 16 of the Registrant's 1996 Annual Report to Shareholders, a
copy of which is included as Exhibit 13 hereto, is incorporated
herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Management's Discussion and Analysis of Results of Operations and
Financial Condition of the Company on pages 17 to 20 of the
Registrant's 1996 Annual Report to Shareholders, a copy of which
is included as Exhibit 13 hereto, is incorporated herein by
reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Report of Independent Accountants on page 31, the
Consolidated Financial Statements on pages 21 to 31 and the
Quarterly Financial Data on page 32 of the Registrant's 1996
Annual Report to Shareholders, a copy of which is included as
Exhibit 13 hereto, are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
15
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The directors and executive officers of the Company are as follows:
Name Age Position
- -------------------- --- ---------------------------------------------
Myron Kunin 67 Chairman of the Board of Directors
Paul D. Finkelstein 54 President, Chief Executive Officer and
Director
Christopher A. Fox 46 Executive Vice President and Director
Frank E. Evangelist 59 Senior Vice President, Finance, Secretary and
Director
William E. Halfacre 55 Senior Vice President, Retail and Purchasing
Mark Kartarik 40 Senior Vice President, Operations
Gordon Nelson 45 Senior Vice President, Fashion and Education
Anthony W.E. Rammelt 59 Senior Vice President, International
Rolf F. Bjelland 58 Director
Van Zandt Hawn 51 Director
Susan S. Hoyt 52 Director
Myron Kunin has served as Chairman of the Board of Directors of the Company
since 1983, as Chief Executive Officer of the Company from 1965 until July 1,
1996, as President of the Company from 1965 to 1987, and as a director of the
Company since its formation in 1954. He is also President, Chairman of the
Board and holder of the majority voting power of Curtis Squire, Inc., the
Company's principal shareholder. He is also a director of Nortech Systems
Incorporated, and The Cerplex Group, Inc.
Paul D. Finkelstein has served as President, Chief Operating Officer and as a
director of the Company since December 1987, as Executive Vice President of the
Company from June 1987 to December 1987, and has served as Chief Executive
Officer since July 1, 1996. He is also a director of Pet Food Warehouse, Inc.
Christopher A. Fox was elected Executive Vice President in 1994, was Senior Vice
President, Real Estate of the Company from 1988 to 1994, as Vice President from
1984 to 1988, and has served as a director of the Company since 1989.
Frank E. Evangelist has served as Senior Vice President, Finance of the Company
since 1988, as Treasurer of the Company from 1968 to 1988, and as Secretary and
as a director of the Company since 1986.
William E. Halfacre has served as Senior Vice President, Retail and Purchasing
of the Company since 1993, and as Vice President from 1990 to 1993.
Mark Kartarik has served as Senior Vice President, Operations of the Company
since 1994, and as Vice President from 1989 to 1994.
16
Gordon Nelson has served as Senior Vice President, Fashion and Education of the
Company since 1994, and as Vice President from 1989 to 1994.
Anthony W. E. Rammelt has served as Senior Vice President, International of the
Company since 1994, and as Vice President from 1993 to 1994.
Rolf F. Bjelland was elected a Director of the Company in 1983. Since 1983, Mr.
Bjelland has been the Executive Vice President - Chief Investment Officer of
Lutheran Brotherhood, a fraternal insurance society.
Van Zandt Hawn was elected a Director of the Company in 1991. He is a managing
director and a founder of Goldner Hawn Johnson & Morrison Incorporated, a
private investment firm.
Susan S. Hoyt was elected a Director of the Company in 1995. She is Executive
Vice President of Human Resources for Staples, Inc. From 1991 to 1996, she
was Executive Vice President of Store Operations for the Dayton Hudson
Department Stores Division of Dayton Hudson Corporation.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the officers
and directors of Regis, and persons who own more than 10 percent of a registered
class of the Regis equity securities, to file reports of ownership and changes
in ownership with the Commission. Such officers, directors and shareholders are
required by the commission's regulations to furnish the Company with copies of
all such reports.
To the knowledge of Regis, based solely on a review of copies of reports filed
with the Commission during the fiscal year ended June 30, 1996, all applicable
Section 16(a) filing requirements were complied with.
ITEM 11. EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors consists of Messrs.
Hawn and Bjelland and Ms. Hoyt, independent outside Directors. The Compensation
Committee has responsibility for administering Regis' incentive plans and
setting policies that govern annual compensation and long-term incentives for
the principal executive officers of the Company.
The Company's executive compensation policies are intended to permit the
Company to attract and retain talented executives and to align the financial
interests of the Company's management with those of its stockholders.
Historically, the Company has sought to accomplish its objectives of attracting
and retaining executives by providing for competitive salary levels and
occasional cash bonus awards based upon individual performance, subjectively
determined by the Chairman of the Board. The principal executive officers of the
Company, other than the Chairman, were permitted in 1988 to purchase substantial
numbers of restricted shares of the Company's common stock under agreement which
provide for vesting over time. The loans incurred by such officers for such
purchases were paid from the proceeds of special bonuses to such officers in
1991, which also included payments of the income taxes incurred by such officers
with respect to such bonuses. As a result of these transactions, and subsequent
grants of stock options, all of the Company's principal executive officers named
in the Summary Compensation Table have substantial ownership positions in the
common stock of the Company, aligning their interests directly with those of the
other stockholders in both the risks and rewards of ownership of the Company's
common stock.
17
The Company's stock option program provides compensation opportunities that
directly link the interests of management and shareholders, and aid in retaining
key executive officers. Executive officers are eligible for annual grants of
stock options. Individual awards are based on the individual's responsibilities
and performance, ability to impact financial performance and future potential.
These factors are not assigned pre-determined relative weights. All individual
stock option grants for non-executive officers are reviewed and approved by the
Committee. All such grants for executive officers are awarded solely by the two
independent outside directors, based on recommendations of management. Executive
officers receive gains from exercised stock options only to the extent that the
fair market value of the stock has increased since the date of option grant.
At the beginning of each fiscal year, the Compensation Committee reviews
annual salary recommendations for the Company's executives made by the Chief
Executive Officer and approves, with any modifications it deems appropriate,
such recommendations. The annual salary recommendations are made by the Chief
Executive Officer, and approved or modified by the Compensation Committee, based
upon industry practice and national surveys of compensation packages, as well as
evaluations of the individual executive's responsibilities and past and expected
future performance. The independent outside directors of the Compensation
Committee fix the salary of the Chief Executive Officer based on a review of
competitive compensation data, and the outside directors' assessment of his past
performance and their expectation as to his future performance in leading the
Company. No element of the compensation of the principal executive officers
during the year ended June 30, 1996, was variable or determined with reference
to the performance, financial or otherwise, of the Company.
Rolf F. Bjelland
Van Zandt Hawn
Susan S. Hoyt
MEMBERS OF THE COMPENSATION COMMITTEE
SUMMARY COMPENSATION TABLE
The following table shows, for the fiscal years ended June 30, 1996, 1995
and 1994, the cash compensation paid by the Company, as well as certain other
compensation paid or accrued for those years, to the Company's Chief Executive
Officer, and each of the other four most highly compensated executive officers
of the Company as of June 30, 1996.
18
SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION AWARDS
-------------------------------------
ANNUAL COMPENSATION ALL OTHER
------------------------ OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION FISCAL YEAR SALARY($) BONUS($) (#)(1) ($)(2)
- ---------------------------------------------- ------------- --------- ----------- --------- -------------
Myron Kunin 1996 600,000 -- -- 142,111(3)
Chairman of the Board and Chief Executive 1995 600,000 -- -- 151,120(3)
Officer 1994 500,000 -- 150,000 23,070
Paul D. Finkelstein 1996 450,000 -- -- 28,977
President and Chief Operating Officer 1995 400,000 50,000 -- 25,477
1994 315,000 -- 150,000 14,534
Christopher A. Fox 1996 250,000 -- 6,000 16,101
Executive Vice President 1995 225,000 25,000 6,000 14,330
1994 185,000 22,000 45,000 9,551
Frank E. Evangelist 1996 200,000 -- 6,000 12,876
Senior Vice President, Finance and Secretary 1995 190,000 10,000 6,000 12,101
1994 173,000 -- 45,000 7,982
William E. Halfacre 1996 225,000 -- 6,000 14,488
Senior Vice President, Retail and Purchasing 1995 175,000 25,000 6,000 11,146
1994 152,500 -- 28,500 7,036
- ------------------------
(1) All options are adjusted for a 3-for-2 stock split effective May 20, 1996.
(2) Represents the dollar value of shares of the Company and cash allocated to
such officers pursuant to the Company's Executive Stock Award Plan, based on
the average purchase price for such shares.
(3) Includes life insurance premiums on life of Mr. Kunin in amounts of $103,471
for 1996 and $112,905 for 1995.
19
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth for each of the named executives the stock
options granted by the Company in the fiscal year ended June 30, 1996 and the
potential value of these stock options and stock appreciation rights determined
pursuant to Securities and Exchange Commission requirements.
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
---------------------------- ANNUAL RATES OF STOCK
% OF TOTAL PRICE APPRECIATION FOR
OPTIONS OPTIONS GRANTED EXERCISE OR OPTION TERM
GRANTED TO EMPLOYEES IN BASE PRICE EXPIRATION ----------------------
NAME (#)(1) FISCAL YEAR ($/SH) DATE 5%($)(2) 10%($)(2)
- -------------------------------------------- ----------- --------------- ----------- ----------- ----------- ---------
Myron Kunin................................. 0
Paul D. Finkelstein......................... 0
Christopher A. Fox.......................... 6,000 2.8% 17.67 3/7/06 66,676 168,964
Frank E. Evangelist......................... 6,000 2.8% 17.67 3/7/06 66,676 168,964
William E. Halfacre......................... 6,000 2.8% 17.67 3/7/06 66,676 168,964
- ------------------------
(1) All options are adjusted for a 3-for-2 stock split effective May 20, 1996.
(2) The hypothetical potential appreciation shown in these columns reflects the
required calculations at annual rates of 5% and 10% set by the Securities
and Exchange Commission, and therefore is not intended to represent either
historical appreciation or anticipated future appreciation of the Company's
Common Stock price.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table sets forth for each of the named executive officers the
value realized from stock options exercised during the fiscal year ended June
30, 1996 and the number and value of exercisable and unexercisable stock options
held at June 30, 1996.
NUMBER OF SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT FISCAL OPTIONS AT FISCAL
YEAR-END(#)(1) YEAR-END($)(2)
--------------------- ---------------------
SHARES ACQUIRED VALUE REALIZED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE $ UNEXERCISABLE UNEXERCISABLE
- -------------------------------- --------------- --------------- --------------------- ---------------------
Myron Kunin..................... 0 0 30,000/120,000 677,400/2,709,600
Paul D. Finkelstein............. 0 0 30,000/120,000 712,500/2,850,000
Christopher A. Fox.............. 0 0 10,200/46,800 236,400/1,027,108
Frank E. Evangelist............. 0 0 10,200/46,800 236,400/1,027,108
William E. Halfacre............. 12,000 133,675 8,700/28,800 200,460/599,158
- ------------------------
(1) All options are adjusted for a 3-for-2 stock split effective May 20, 1996.
(2) Value of unexercised in-the-money-options is determined by multiplying the
difference between the exercise price per share and $31.25, the closing
price per share on June 30, 1996, by the number of shares subject to such
options.
20
EXECUTIVE STOCK AWARD PLAN
In July, 1992, the Company established its Executive Stock Award Plan
("ESAP") to provide benefits to employees who are ineligible to participate in
the Company's Employee Stock Ownership Plan because they are "highly compensated
employees" as defined in Section 414 of the Code. Approximately 25 employees are
currently participants in the ESAP, including the Company's five executive
officers. Each year the Company's Board of Directors in its discretion
determines the number of shares of the Company, if any, to be contributed to the
plan. The number of shares contributed is the same percentage of each
participant's compensation as is contributed by the Company to the Company's
Employee Stock Ownership Plan, up to a maximum of 15% of participating
employee's compensation. However, either the Board of Directors or the
compensation committee has the authority to increase or decrease the number of
shares awarded to anyone or more plan participants. Shares contributed to the
ESAP are allocated to the accounts of each participant in proportion to the
compensation paid to such participant during each plan year except that
extraordinary individual grants are allocated solely to the accounts of the
recipients of such grants. Upon retirement or other termination of employment,
participating employees are entitled to receive all vested portions of their
plan accounts. As of June 30, 1996, 112,960 shares had been allocated to the
accounts of participants, including 57,912 shares to accounts of the Company's
five named executive officers. The ESAP is not a qualified retirement plan under
the Code.
1991 CONTRIBUTORY STOCK PURCHASE PLAN
In 1991, the Company established its 1991 Contributory Stock Purchase Plan
(the "1991 Plan"). A total of 1,050,000 shares of Common Stock has been
authorized for purchase under the 1991 Plan. All employees of the Company
(including those who are officers and directors) are eligible to participate in
the 1991 Plan. The 1991 Plan will continue until terminated by the Board of
Directors. The Company estimates that approximately 16,000 employees are
eligible to participate in the 1991 Plan.
Employees who wish to participate in the 1991 Plan do so by voluntarily
enrolling in it. Upon enrolling, an employee elects to have a percentage (up to
10%) of compensation withheld in each pay period. Withheld amounts are then
applied to purchase shares of Common Stock. The Company will contribute to the
1991 Plan an amount equal to 15% of the purchase price of the shares to be
purchased (not to exceed $1,000,000 in the aggregate).
All shares purchased under the 1991 Plan on behalf of participants are
immediately owned by them and may be sold or otherwise disposed of at anytime
after purchase. A participating employee may discontinue 1991 Plan withholding
at any time and, in this event, all credits to a participant's account which
have not been used to purchase shares of Common Stock will be refunded.
The 1991 Plan operates under the direction of the Compensation Committee of
the Board of Directors. Administration of the 1991 Plan, including purchases of
Common Stock, maintenance of records and accounting activities, is carried out
by Piper Jaffray Inc.
EMPLOYMENT ARRANGEMENTS
The Company has entered into unfunded deferred compensation agreements with
its executive officers (excluding Mr. Kunin). Each of these agreements provides
that (a) if such executive officer becomes disabled while employed by the
Company, the Company will pay to such executive officer $60,000 per year
($100,000 per year in the case of Mr. Finkelstein) during each year that such
executive officer remains disabled until the earlier to occur of age 65 or
death, and (b) upon retirement
21
after 20 years' service with the Company or after reaching age 65, or death,
while disabled or employed by the Company, such executive officer or his
designated beneficiary will receive the annual deferred compensation amount for
15 years. Payments are further conditioned upon the officers not rendering
services for any competitor of the Company during the period of the payments.
The Company carries insurance on the lives of each of the persons covered by
deferred compensation agreements, is entitled to the case values and the death
proceeds from these policies, and may, but is not required to, use cash values
or death proceeds from these policies to pay deferred compensation.
The Company has entered into an unfunded salary continuation agreement with
Myron Kunin, its Chairman, providing that upon the death of Mr. Kunin, the
Company shall pay to his wife, if she survives him, $300,000 annually for the
remainder of her life, subject to adjustment based on any increases in the
Consumer Price Index from July 1, 1995.
LIFE AND HEALTH INSURANCE PLANS
The Company has adopted "split dollar" life insurance plans for Messrs.
Kunin, Finkelstein, Fox and Evangelist. Under these plans, the Company pays the
premiums on certain policies insuring the lives of these executive officers. The
officers designate the beneficiaries of the "death protection" portions of such
policies. Upon the death of an officer, the Company receives the amount of the
premiums paid or the cash value of such policies, whichever is greater, and the
officer's named beneficiary receives the balance of the proceeds. The present
death protection portion of each such executive officer's policy is $100,000.
The Company has a health insurance plan under which the Company pays
premiums up to $5,400 per year for health and medical insurance for each of the
executive officers. The Company also has a medical reimbursement plan under
which the Company will reimburse each executive officer for up to $3,000 per
year in medical expenses not covered by insurance.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of July 31, 1996, the ownership of Common
Stock of the Company by each shareholder who is known by the Company to own
beneficially more than 5% of the outstanding shares of the Company, by each
director, by each executive officer identified in the Summary Compensation
Table, and by all executive officers and directors as a group. The parties
listed in the table have the voting and investment powers with respect to the
shares indicated.
NUMBER OF SHARES
BENEFICIALLY PERCENT OF
NAME OF BENEFICIAL OWNER OR IDENTITY OF GROUP OWNED (2) CLASS
- ------------------------------------------------------------------------------------ ----------------- -----------
Curtis Squire, Inc.................................................................. 6,049,925 32.9%
7201 Metro Boulevard
Minneapolis, MN 55439
Myron Kunin (1)
Fidelity Management Research Corp................................................... 1,372,950 7.5%
82 Devonshire Street
Boston, MA 02109
Paul D. Finkelstein................................................................. 372,000 2.0%
Christopher A. Fox.................................................................. 60,700 *
Frank E. Evangelist................................................................. 70,950 *
William E. Halfacre................................................................. 10,052 *
22
NUMBER OF SHARES
BENEFICIALLY PERCENT OF
NAME OF BENEFICIAL OWNER OR IDENTITY OF GROUP OWNED (2) CLASS
- ------------------------------------------------------------------------------------ ----------------- -----------
Rolf F. Bjelland.................................................................... 10,125 *
Van Zandt Hawn...................................................................... 14,250 *
Susan S. Hoyt....................................................................... 0 *
All executive officers and directors as a group (nine persons)(3)................... 6,603,402 35.9%
- ------------------------
* less than 1%
(1) Myron Kunin, Chairman of the Regis Board of Directors, owns a majority of
the voting stock of Curtis Squire, Inc. and thereby has sole voting and
investment power with respect to all shares of the Company owned by Curtis
Squire, Inc.
(2) Includes the following shares not currently outstanding but deemed
beneficially owned because of the right to acquire them pursuant to options
exercisable within 60 days as follows: 30,000 shares by each of Messrs.
Kunin and Finkelstein, 10,200 shares by each of Messrs. Fox and Evangelist,
8,700 shares by Mr. Halfacre, 13,500 shares by Mr. Hawn; 10,125 shares by
Mr. Bjelland; and 136,075 shares by all directors and executive officers as
a group.
(3) Includes shares held by Curtis Squire, Inc.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
23
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1). The following consolidated financial statements of Regis
Corporation, and the Report of Independent Accountants thereon,
included on pages 21 to 31 of the Registrant's 1996 Annual Report
to Shareholders, are incorporated by reference in Item 8:
Report of Independent Accountants
Consolidated Balance Sheet as of June 30, 1995 and 1996
Consolidated Statement of Operations
for the years ended June 30, 1994, 1995 and 1996
Consolidated Statements of Changes in Shareholders' Equity
for the years ended June 30, 1994, 1995 and 1996
Consolidated Statement of Cash Flows
for the years ended June 30, 1994, 1995 and 1996
Notes to Consolidated Financial Statements
(2). The financial statement schedule required to be filed by
Item 8 of this form is as follows:
Report of Independent Accountants on Financial
Statement Schedule
Schedule II -- Valuation and Qualifying Accounts
as of June 30, 1994, 1995 and 1996
All other schedules are inapplicable to the Registrant, or
equivalent information has been included in the consolidated
financial statements or the notes thereto, and have
therefore been excluded.
24
(3). Listing of Exhibits:
Exhibit Number
- --------------
3(a) Election of the registrant to become governed by Minnesota Statutes
Chapter 302A and Restated Articles of Incorporation of the registrant,
dated March 11, 1983; Articles of Amendment to Restated Articles of
Incorporation, dated October 29, 1984; Articles of Amendment to
Restated Articles of Incorporation, dated August 14, 1987; Articles of
Amendment to Restated Articles of Incorporation, dated October 21,
1987. (Filed as Exhibit 3(a) to the Registrant's Registration
Statement on Form S-1 (Reg. No. 40142) and incorporated herein by
reference.)
3(b) By-Laws of the registrant. (Filed as Exhibit 3(c) to the Registrant's
Registration Statement on Form S-1 (Reg. No. 40142) and incorporated
herein by reference.)
10(a) Employment and Deferred Compensation Agreement, Dated October 13,
1988, between Regis Holding Corp. and Paul D. Finkelstein. (Filed as
Exhibit 10(c) to the Registrant's Registration Statement on Form S-1
(Reg. No. 40142) and incorporated herein by reference.)
10(b) Employment and Deferred Compensation Agreement, dated October 26, 1988
between Regis Holding Corp. and Christopher A. Fox. (Filed as Exhibit
10(e) to the Registrant's Registration Statement on Form S-1 (Reg. No.
40142) and incorporated herein by reference.)
10(c) Employment and Deferred Compensation Agreement, dated October 13,
1988, between Regis Holding Corp. and Frank E. Evangelist. (Filed as
Exhibit 10(f) to the Registrant's Registration Statement on Form S-1
(Reg. No. 40142) and incorporated herein by reference.)
10(d) Northwestern Mutual Life Insurance Company Policy Number 10327324,
dated June 1, 1987, face amount $400,000 owned by the registrant,
insuring the life of Paul D. Finkelstein and providing for division of
death proceeds between the registrant and the insured's designated
beneficiary (split-dollar plan). (Filed as Exhibit 10(g) to the
Registrant's Registration Statement on Form S-1 (Reg. No. 40142) and
incorporated herein by reference.)
10(e) Schedule of omitted split-dollar insurance policies. (Filed as
Exhibit 10(h) to the Registrant's Registration Statement on Form S-1
(Reg. No. 40142) and incorporated herein by reference.)
10(f) Note Agreement dated as of June 21, 1991 between the registrant and
The Prudential Insurance Company of America (incorporated by reference
to Exhibit 10(o) as part of the Company's Report on 10-K dated
September 26, 1991 for the year ended June 30, 1991).
10(g) Modification of Note Agreement in 10(f) dated July 21, 1995.
10(h) Employee Stock Ownership Plan and Trust Agreement dated as of May 15,
1992 between the registrant and Myron Kunin and Paul D. Finkelstein,
Trustees (incorporated by reference to Exhibit 10(q) as part of the
Company's Report on 10-K dated September 27, 1993 for the year ended
June 30, 1993).
25
10(i) Executive Stock Award Plan Trust Agreement dated as of July 1, 1992
between the registrant and Myron Kunin, Trustee (incorporated by
reference to Exhibit 10(r) as part of the Company's Report on 10-K
dated September 27, 1993 for the year ended June 30, 1993).
10(j) Employment and Deferred Compensation Agreement, dated July 1, 1992,
between the Company and William E. Halfacre. (Incorporated by
reference to Exhibit 10(p) part of the Company's report on 10-K dated
September 28, 1994 for the year ended June 30, 1994.)
10(k) Senior Revolving Credit Agreement as of June 21, 1994 between the
registrant and Lasalle National Bank and Bank Hapoalim. (Incorporated
by reference to Exhibit 10(r) part of the Company's report on 10-K
dated September 28, 1994 for the year ended June 30, 1994.)
10(l) Modification to Senior Revolving Credit Agreement in 10(k) dated July
20, 1995. (Incorporated by reference to Exhibit 10(n) of the Company's
report on 10-K dated September 27, 1995 for the year ended June 30,
1995.)
10(m) Employee Profit Sharing Plan and Trust agreement, amended June 22,
1994 between the registrant and Myron Kunin, Trustee. (Incorporated
by reference to Exhibit 10(t) part of the Company's report on 10-K
dated September 28, 1994 for the year ended June 30, 1994.)
10(n) Compensation contribution agreement dated June 27, 1994 between the
Company and Myron Kunin. (Incorporated by reference to Exhibit 10(t)
part of the Company's report on 10-K dated September 28, 1994 for the
year ended June 30, 1994.)
10(o) Agreements for Sale and Purchase of Shares dated as of August 19,
1995, between the Company and the selling shareholders of Essanelle
Limited and S&L du LAC, Inc. and the related product sale and purchase
agreement. (Incorporated by reference to Exhibit 10(q) of the
Company's report on 10-Q dated February 13, 1996, for the quarter
ended December 31, 1995.)
10(p) Agreements for Sale and Purchase dated as of December 29, 1995,
between the Company and Steiner Salons Limited and Steiner
Hairdressing Limited. (Incorporated by reference to Exhibit 10(r) of
the Company's report on 10-Q dated February 13, 1996, for the quarter
ended December 31, 1995.)
10(q) $10,000,000 Note drawn from Private Shelf Agreement dated as of
February 21, 1996, between the registrant and the Prudential Insurance
Company of America. (Incorporated by reference to Exhibit 10(s) of
the Company's report on 10-Q dated May 3, 1996, for the quarter ended
March 31, 1996.)
10(r) Modification to Senior Revolving Credit agreement in 10(l) dated March
19, 1996. (Incorporated by reference to Exhibit 10(t) of the
Company's report on 10-Q dated May 3, 1996, for the quarter ended
March 31, 1996.)
10(s) Three-for-two stock split. (Incorporated by reference to Exhibit A to
May 2, 1996, Form 8-K.)
26
10(t) Asset purchase agreement between the Company and National Hair Care
Centers LLC. (Incorporated by reference to Exhibit B to May 9, 1996,
Form 8-K.)
10(u) Agreement and plan of merger between the Company and Supercuts, Inc.
(Incorporated by reference to Exhibit 2.1 to July 15, 1996, Form 8-K.)
10(v) $5,000,000 Note drawn from Private Shelf Agreement dated as of June
10, 1996, between the registrant and the Prudential Insurance Company
of America.
10(w) Modification to Senior Revolving Credit agreement in 10(r) dated July
9, 1996.
11 Computation of earnings per share.
13 Select pages of the 1996 Annual Report to Shareholders.
23 Consent of Independent Accountants.
(b) Reports on Form 8-K.
--------------------
The following three reports on Form 8-K were filed during and
subsequent to the last quarter of the period covered by this report:
Form 8-K dated May 2, 1996 related to the Company's three-for-two
stock split.
Form 8-K dated May 9, 1996 related to the asset and purchase
agreement between the Company and National Hair Care Centers
LLC.
Form 8-K dated July 15, 1996 related to the agreement and plan of
merger between the Company and Supercuts, Inc.
27
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.
REGIS CORPORATION
By /s/ Myron Kunin
-------------------------------------
Myron Kunin, Chairman of the Board of Directors
By /s/ Frank E. Evangelist
-------------------------------------
Frank E. Evangelist, Sr. Vice President, Finance/Secretary
(Principal Financial and Accounting Officer)
DATE: September 16, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
/s/ Myron Kunin
- -----------------------------------
Myron Kunin, Chairman of the
Board of Directors
/s/ Paul D. Finkelstein
- -----------------------------------
Paul D. Finkelstein, Director
/s/ Frank E. Evangelist
- -----------------------------------
Frank E. Evangelist, Director
/s/ Christopher A. Fox
- -----------------------------------
Christopher A. Fox, Director
/s/ Rolf F. Bjelland
- -----------------------------------
Rolf F. Bjelland, Director
/s/ Van Zandt Hawn
- -----------------------------------
Van Zandt Hawn, Director
/s/ Susan Hoyt
- -----------------------------------
Susan Hoyt, Director
28
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Shareholders and Directors of
Regis Corporation:
Our report on the consolidated financial statements of Regis Corporation
has been incorporated by reference in this Form 10-K from page 31 of the 1996
Annual Report to Shareholders of Regis Corporation. In connection with our
audits of such financial statements, we have also audited the related financial
statement schedule listed in Item 14(a)(2) of this Form 10-K.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information required to be
included therein.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Minneapolis, Minnesota
August 20, 1996
29
REGIS CORPORATION
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
as of June 30, 1994, 1995 and 1996
(dollars in thousands)
Column A Column B Column C Column D Column E
-------- -------- ------------------ -------- --------
Balance at Charged to Balance at
beginning costs and Charged to end of
Description of period expenses Other Accounts Deductions Period
- ----------- --------- --------- -------------- ---------- ----------
JUNE 30, 1994:
Valuation Account, Receivable from MEI Salons $893 $893(1) -0-
Valuation Account, Receivable from GEMM, Inc. -0- $2,850(2) $2,850
JUNE 30, 1995:
Valuation Account, Receivable from GEMM, Inc. $2,850 $1,650(2) $4,500
Valuation Account, GEMM, Inc. Preferred Stock -0- $500 $500
JUNE 30, 1996:
Valuation Account, Receivable from GEMM, Inc. $4,500 $ 700(3) $3,800
Valuation Account, GEMM, Inc. Preferred Stock $500 $500
Notes:
- ------
(1) Write off of accounts associated with MEI due to settlement of litigation
with MEI during 1994.
(2) Charge associated with advance to GEMM, Inc.
(3) Payments received on previously written off balance.
30