SecProbe.io

T 952-947-7777 ! 7201 Metro Boulevard I Minneapolis, Minnesota 55439
March 17, 2014
Via Email: dcaoletters@sec.gov
T/Iark Kronforst
Chief Accountant
Office of Chief Accountant
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: Regis Corporation -Request for Relief From the Requirement to Provide Separate Financial Statements
of Provalliance
Dear Mr. Kronforst:
In connection with Regis Corporation's ("Regis", the "Company" or "we") response to the Staff's comment
letter received February 20, 2014, the Company re-evaluated Rule 3-09 of Regulation S-X for each of its
unconsolidated subsidiaries. As a result of the re-evaluation, pursuant to the income test of Rule 1-02(w} o~
Regulation S-X, the Company determined its unconsolidated subsidiary, Provall once, yielded a result of
23.99%, which exceeded the 20% significance threshold as defined in Rule 3-09 for fiscal year 2013. This was
the only year in which any of the tests exceeded 20°Io.
Although Provalliance exceeded the significance threshold, the Company does not believe separate financial
statements of Provalliance are necessary to reasonably inform investors for reasons discussed below.
Accordingly, Regis hereby respectfully requests the staff of the Division of Corporation Finance ("the Staff')
grant the Company relief from the requirement to provide financial statements of Provalliance for the stub
period from January 1, 2012 through September 27, 2012 {"Stub Period"), the date we sold our interest in
Provalliance, and the years ended December 31, 2011 and 2010.
background
On Apri19, 2012, we entered into an agreement to sell the Company's 46.7% equity interest in Provalliance to
the Provost Family for a purchase price of €80 million. As a result of entering into the agreement, the Company
recorded a $37.4 million other than temporary impairment charge related to the difference between the expected
sale price and the carrying value of its investment in Provalliance during the fourth quarter of fiscal year 2012.
During the first quarter of fiscal year 2013, the Company continued to recard increases in its equity investment
balance far its proportionate share of earnings under the equity method. After recording the equity investment
income, the Company recorded additional investor level impairments offsetting the equity income recorded to
reduce the equity investment balance to the expected sale value. The transaction closed on September 27, 2012,
during the Company's first quarter of fiscal year 2013, for the agreed upon price of €80 million, or
$103.4 million. Provalliance had a calendar year-end reporting period.
On July 13, 2012, during the first quarter of fiscal year 2013, the Company entered into an agreement to sell its
Hair Club for Men and Women; business (Hair Club) for $163.5 million and determined Hair Club qualified as a

discontinued operation. As of and for the quarter ended September 30, 2012, the Company's first quarter of
fzscal year 2013, the Coz~apany classified the results of operations of Hair flub as a discontinued operation and
retrospectively revised the Company's historical financial statements for all periods presented. 4n April 9,
2013,. the Company completed its sale of Hair Club.
Facts and Circrimstances to be Considered
Regis is requesting relief froze floe requirement to file financial statements of P~ovalliance for the Stub Period
and the years ended December 31, 2x11 and 2010 for the following reasons:
the Company sold I'~ov~t~ ~a~a~e ova Sete der 2'7, 2fl12. Given the Company's sale of Provalliance
during the first quarter of fiscal year 2013, the Company does not believe separate financial statements
of Provalliance are necessary to reasonably inform investors of the Company's current and future
financial condition, results of operations and cash flows. Rather, both the non-financial statement
section and the financial statements in our annual report on Form 10-K for the year ended June 30, 2Q13
provided disclosure about the Company's sale of its investment in Provallance and the impact that
Provalliance had on the consolidated financial statements. We believe this disclosure provides investors
with sufficient information.
~ ~h~ ~arnin~s of I'rovalliance in the separate ~nanciai statements of the investee were offset by a~
~raeestor level recorded im~arrr~ent. In fiscal year 2013, the Company's share of investee pre-tax
earnings and recognition of basis differences of $3.4 million for Provallance was offset by an investor
level impairment of an equivalent amount to write its investment in Provalliance down to the contractual
sale value. The Company entered into a fixed purchase price to sell Provalliance on April 9, 2012 for
€$0 million. During the fiscal year 2012, the Company recorded an impairment charge to reduce the
carrying value of the investment to its expected sale value of €80 million. The Company expected to
realize €80 million for its investment upon sale, and thus when the equity investment was increased to
recognize equity income in fiscal year 2013 an equal and offsetting investor impairment was recognized
to reduce the carrying value of the investment to €80 million. Due to the planned sale of Provalliance
for a fixed purchase price, we believe investors were indifferent to the operating performance of this
equity investment since April 2012, but were instead focused on the recoverability of the investment in
connection with the planned sale. Pursuant to the Staff's guidance in Section 2410.3 of the Division of
Corporation Finance's Financial Reporting Manual, the investor level impairment was appropriately
excluded from the numerator of the income test. However, had the investor level impairment been
included in the numerator for purposes of the significance calculation, the income significance test
would have yielded 0.0%.
Tl~e Company had close to break-even results for fiscal year 2013. On a pretax from continuing
operations basis, the Company had a small loss of $4.4 million, including the results from equity
affiliates. Using the five-year average, our income was $i4.3 million. The five-year average number
was impacted by losses during the last three fiscal years that were mainly attributable to large
impairment charges. On an absolute basis, the fiscal year 2013 results were significantly lower than
prior years. Additionally, the results were very small in relation to the size of our Company, which has
revenue in excess of $2 billion. Accordingly, we do not believe separate financial statements of
Provall once are necessary to understand our financial statements.
~ 'T'he Company no loner has a business relatianshat~ with Frovalliance. The Company does not have
separate financial statements o~ Frovalliance for the investee's year ended December 31, 2012. The
Company did not reasonably expect the equity investment would be significant during the Company's

fiscal year 2013 and therefore, neither separate financial statements nor an audit of the separate financial
statements as of the date of the sale were required under its ownership ar sale agreements. Provalliance
has no contractual obligation to the Company to provide separate financial statements for the investee's
year ended December 31, 2012. The Company believes it will not be able to obtain separate audited oz
unaudited financial statements froze the current owners to comply with Rule 3-09 without significant
hardship and undue expense.
Calculation of the significance tests for fiscal years 2013, 2012 and 2011, both including and excluding the
presentation of Hair Club as a discontinued operation, as prescribed by Rule 1-02(w}, have been included as
Attachments.
In summary, the Company believes the determination of the significance of its investment in Provalliance was
impacted by the convergence of multiple unique events, including the sale of Provalliance on September 27,
2012, the reporting of Hair Club as a discontinued operations in the same quarter as the sale of Provalliance, the
unique accounting associated with the fixed sale price of Provalliance and our close to break-even results for
fiscal year 2013. The Company determined Provalliance was a significant unconsolidated subsidiary in fiscal
yeax 2013 in accordance with Rules 3-09 and 1-02(w) of Regulation S-X; however, for reasons discussed above,
we do not believe financial statements of Provalliance are necessary for investor protection. While we
recognize we should have submitted this Ietter prior to filing our annual report for the fiscal year ended June 30,
2013, we do not believe this oversight should result in the need to provide financial statements that would not
be meaningful to investors..
Based on the foregoing, the Company respectfully requests the Staff grant the Company relief from the
requirement to provide financial statements of Provailiance for the Stub Period and the years ended December
31, 2011 and 201Q in filings with the Commission. If you have any comments or questions, please do not
hesitate to contact me at (952) 947-7975.
Sincerely,
/s/ Steven M. Spiegel
Steven M. Spiegel
Executive Vice President and Chief Financial Officer
Attachments
CG: Ms. Jill Davis, Associate Chief Accountant, Office of Chief Accountant, Division of Corporation Finance
Mr. Robert Shapiro, Staff Accountant, Division of Corporation Finance