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INVESTMENTS IN AND LOANS TO AFFILIATES | 12 Months Ended
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Jun. 30, 2011
INVESTMENTS IN AND LOANS TO AFFILIATES |
INVESTMENTS IN AND LOANS TO AFFILIATES |
6. INVESTMENTS IN AND LOANS TO AFFILIATES The table below presents the carrying amount of investments in and loans to affiliates as of June 30, 2011 and 2010:
|  | Provalliance |  | Empire Education Group, Inc. |  | MY Style |  | Hair Club for Men, Ltd. |  | Total |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
|  | (Dollars in thousands) |
Balance at June 30, 2009 |  | $ | 82,135 |  | $ | 111,451 |  | $ | 12,718 |  | $ | 5,096 |  | $ | 211,400 |
Payment of loans by affiliates |  |  | — |  |  | (15,000 | ) |  | — |  |  | — |  |  | (15,000 | )
Equity in income of affiliated companies, net of income taxes(1) |  |  | 4,134 |  |  | 6,431 |  |  | — |  |  | 909 |  |  | 11,474 |
Cash dividends received |  |  | (1,141 | ) |  | — |  |  | — |  |  | (1,263 | ) |  | (2,404 | )
Other, primarily translation adjustments |  |  | (9,647 | ) |  | — |  |  | (602 | ) |  | 565 |  |  | (9,684 | )
Balance at June 30, 2010 |  | $ | 75,481 |  | $ | 102,882 |  | $ | 12,116 |  | $ | 5,307 |  | $ | 195,786 |
Acquisition of additional interest(3) |  |  | 57,301 |  |  | — |  |  | — |  |  | — |  |  | 57,301 |
Payment of loans by affiliates |  |  | — |  |  | (15,000 | ) |  | — |  |  | — |  |  | (15,000 | )
Loans to affiliates |  |  | — |  |  | 15,000 |  |  | — |  |  | — |  |  | 15,000 |
Equity in income of affiliated companies, net of income taxes(2) |  |  | 7,752 |  |  | 5,463 |  |  | — |  |  | 567 |  |  | 13,782 |
Other than temporary impairment(4) |  |  | — |  |  | — |  |  | (9,173 | ) |  | — |  |  | (9,173 | )
Cash dividends received |  |  | (4,814 | ) |  | (4,129 | ) |  | — |  |  | (1,080 | ) |  | (10,023 | )
Other, primarily translation adjustments |  |  | 13,525 |  |  | 324 |  |  | (733 | ) |  | 351 |  |  | 13,467 |
Balance at June 30, 2011 |  | $ | 149,245 |  | $ | 104,540 |  | $ | 2,210 |  | $ | 5,145 |  | $ | 261,140 |
Percentage ownership at June 30, 2011 |  |  | 46.7 | % |  | 55.1 | % |  | — |  |  | 50.0 | % |  |  |
(1) Equity in income of affiliated companies, net of income taxes per the Consolidated Statement of Operations includes $4.1 million in equity income of Provalliance and $0.5 million for the increase in the Provalliance equity put valuation. (2) Equity in income of affiliated companies, net of income taxes per the Consolidated Statement of Operations includes $7.8 million in equity income of Provalliance and a $2.4 million gain for the decrease in the Provalliance equity put valuation. (3) In March of 2011, the Company elected to honor and settle a portion of the equity put option and acquired approximately 17 percent additional equity interest in Provalliance for $57.3 million (€ 40.4 million), bringing the Company's total equity interest to approximately 47 percent. (4) Due to the natural disasters in Japan that occurred in March 2011, the Company was required to assess the preferred shares and premium for other than temporary impairment. As a result, the Company recorded an other than temporary impairment during the twelve months ended June 30, 2011 for the carrying value of the preferred shares and premium of $3.9 million (326,700,000 Yen) and $5.3 million (435,000,000 Yen), respectively. Of the total impairment, $9.0 million was recorded through the equity in income of affiliated companies and $0.2 million was recorded through the interest income and other, net, line items in the Consolidated Statement of Operations. The table below presents the summarized financial information of the equity method investees as of June 30, 2011 and 2010. The financial information of the equity investees was based on results as of and for the twelve months ended June 30.
|  | Equity Method Investee Greater Than 50 Percent Owned |  | Equity Method Investees Less Than 50 Percent Owned |
--- | --- | --- | --- | --- | ---
|  | 2011 |  | 2010 |  | 2009 |  | 2011 |  | 2010 |  | 2009 |
|  | (Dollars in thousands) |
Summarized Balance Sheet Information: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current assets |  | $ | 34,715 |  | $ | 35,070 |  | $ | 34,990 |  | $ | 93,280 |  | $ | 74,040 |  | $ | 109,700 |
Noncurrent assets |  |  | 113,249 |  |  | 105,469 |  |  | 99,858 |  |  | 314,127 |  |  | 263,472 |  |  | 313,763 |
Current liabilities |  |  | 29,340 |  |  | 27,458 |  |  | 25,583 |  |  | 109,416 |  |  | 91,077 |  |  | 137,169 |
Noncurrent liabilities |  |  | 33,658 |  |  | 32,017 |  |  | 39,661 |  |  | 98,269 |  |  | 93,055 |  |  | 115,067 |
Summarized Statement of Operations Information: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Gross revenue |  | $ | 192,864 |  | $ | 176,535 |  | $ | 153,693 |  | $ | 283,442 |  | $ | 299,188 |  | $ | 290,978 |
Gross profit |  |  | 73,068 |  |  | 64,661 |  |  | 48,173 |  |  | 120,992 |  |  | 123,210 |  |  | 124,361 |
Operating income |  |  | 18,994 |  |  | 19,752 |  |  | 7,656 |  |  | 30,084 |  |  | 21,227 |  |  | 19,047 |
Net income |  |  | 11,023 |  |  | 11,082 |  |  | 3,611 |  |  | 21,154 |  |  | 14,763 |  |  | 13,295 |
Investment in Provalliance On January 31, 2008, the Company merged its continental European franchise salon operations with the operations of the Franck Provost Salon Group in exchange for a 30.0 percent equity interest in the newly formed Provalliance entity (Provalliance). The merger with the operations of the Franck Provost Salon Group, which are also located in continental Europe, created Europe's largest salon operator with approximately 2,600 company-owned and franchise salons as of June 30, 2011. The merger agreement contains a right (Equity Put) to require the Company to purchase an additional ownership interest in Provalliance between specified dates in 2010 to 2018. The acquisition price is determined based on a multiple of the earnings before interest, taxes, depreciation and amortization of Provalliance for a trailing twelve month period adjusted for certain items as defined in the agreement which is intended to approximate fair value. The initial estimated fair value of the Equity Put as of January 31, 2008, approximately $24.8 million, has been included as a component of the Company's investment in Provalliance. A corresponding liability for the same amount as the Equity Put was recorded in other noncurrent liabilities. Any changes in the estimated fair value of the Equity Put are recorded in the Company's consolidated statement of operations. The Company recorded a $2.4 million decrease in the fair value of the Equity Put during fiscal year 2011, see further discussion below and within Note 7 to the Consolidated Financial Statements. Any changes related to foreign currency translation are recorded in accumulated other comprehensive income. The Company recorded a $3.8 million increase in the Equity Put related to foreign currency translation during fiscal year 2011, see further discussion within Note 7 to the Consolidated Financial Statements. If the Equity Put is exercised, and the Company fails to complete the purchase, the parties exercising the Equity Put will be entitled to exercise various remedies against the Company, including the right to purchase the Company's interest in Provalliance for a purchase price determined based on a discounted multiple of the earnings before interest and taxes of Provalliance for a trailing twelve month period. The merger agreement also contains an option (Equity Call) whereby the Company can acquire additional ownership interest in Provalliance between specific dates in 2018 to 2020 at an acquisition price determined consistent with the Equity Put. In December 2010, a portion of the Equity Put was exercised. In March of 2011, the Company elected to honor and settle a portion of the Equity Put and acquired approximately 17 percent additional equity interest in Provalliance for $57.3 million (approximately € 40.4 million), bringing the Company's total equity interest to 46.7 percent. Upon the acquisition of the additional ownership interest, the Company recognized a net gain of approximately $2.4 million representing the reversal of the Equity Put liability that was extinguished upon settlement, partially offset by an increase in the fair value of the remaining Equity Put. The Company's liability under the Equity Put to purchase the remainder of the equity interest in Provalliance continues to exist through 2018 and is valued at $22.7 million as of June 30, 2011. The Company utilized the consolidation of variable interest entities guidance to determine whether or not its investment in Provalliance was a VIE, and if so, whether the Company was the primary beneficiary of the VIE. The Company concluded that Provalliance is a VIE based on the fact that the holders of the equity investment at risk, as a group, lack the obligation to absorb the expected losses of the entity. The Equity Put is based on a formula that may or may not be at market when exercised, therefore, it could provide the Company with the characteristic of a controlling financial interest or could prevent the Franck Provost Salon Group from absorbing its share of expected losses by transferring such obligation to the Company. Under certain circumstances, including a decline in the fair value of Provalliance, the Equity Put could be exercised and the Franck Provost Group could be protected from absorbing the downside of the equity interest. As the Equity Put absorbs a large amount of variability this characteristic results in Provalliance being a VIE. Regis determined that the Franck Provost Group has met the power criterion due to the Franck Provost Group having the authority to direct the activities that most significantly impact Provalliance's economic performance. The Company concluded based on the considerations above that the primary beneficiary of Provalliance is the Franck Provost Group. The Company has accounted for its interest in Provalliance as an equity method investment. The exposure to loss related to the Company's involvement with Provalliance is the carrying value of the investment and future changes in fair value of the Equity Put that is unable to be quantified as of this date. In connection with the purchase of the additional equity interest, the Company reassessed the consolidation of variable interest entities guidance to determine whether the Company will now be considered the primary beneficiary of the VIE. Consistent with the previous assessment, the Company has determined the Frank Provost Group continues to meet the power criterion and is considered the primary beneficiary of Provalliance. During fiscal years 2011, 2010, and 2009, the Company recorded $7.8 and $4.1, and $2.0 million, respectively, of equity in income related to its investment in Provalliance. The tables below contain details related to the Company's investment in Provalliance for the twelve months ended June 30, 2011, 2010, and 2009: Impact on Consolidated Balance Sheet
|  |  |  | Carrying Value at June 30, |
--- | --- | --- | --- | --- | ---
|  | Classification |  | 2011 |  | 2010 |
|  |  |  | (Dollars in thousands) |
Investment in Provalliance |  | Investment in and loans to affiliates |  | $ | 149,245 |  | $ | 75,481 |
Equity Put Option |  | Other noncurrent liabilities |  |  | 22,700 |  |  | 22,009 |
Impact on Consolidated Statement of Operations
|  |  |  | For the Twelve Months Ended June 30, |
--- | --- | --- | --- | --- | ---
|  | Classification |  | 2011 |  | 2010 |  | 2009 |
|  |  |  | (Dollars in thousands) |
Other than temporary impairment(1) |  | Equity in income (loss) of affiliated companies, net of income taxes |  | $ | — |  | $ | — |  | $ | (25,732 | )
Equity in income, net of income taxes |  | Equity in income (loss) of affiliated companies, net of income taxes |  |  | 7,752 |  |  | 4,134 |  |  | 1,979 |
Impact on Consolidated Statement of Cash Flows
|  |  |  | For the Twelve Months Ended June 30, |
--- | --- | --- | --- | --- | ---
|  | Classification |  | 2011 |  | 2010 |  | 2009 |
|  |  |  | (Dollars in thousands) |
Equity in income, net of income taxes |  | Equity in income of affiliated companies |  | $ | (7,752 | ) | $ | (4,134 | ) | $ | (1,979 | )
Cash dividends received |  | Dividends received from affiliated companies |  |  | 4,814 |  |  | 1,141 |  |  | — |
(1) Due to increased debt and reduced earnings expectations, the Company could no longer justify the carrying amount of its investment in Provalliance and recorded a $25.7 million other than temporary impairment charge in its fourth quarter ended June 30, 2009. The exposure to loss related to the Company's involvement with Provalliance is the carrying value of the investment and future changes in fair value of the Equity Put. Investment in Empire Education Group, Inc. On August 1, 2007, the Company contributed its 51 wholly-owned accredited cosmetology schools to Empire Education Group, Inc. (EEG) in exchange for a 49.0 percent equity interest in EEG. In January 2008, the Company's effective ownership interest increased to 55.1 percent related to the buyout of EEG's minority interest shareholder. EEG operates 102 accredited cosmetology schools, has revenues of approximately $193 million annually and is overseen by the Empire Beauty School management team. At June 30, 2011 and 2010, the Company had a $21.4 million outstanding loan receivable with EEG that is due in January 2013. The Company has also provided EEG with a $15.0 million revolving credit facility, against which there no outstanding borrowings as of June 30, 2011 and 2010. During fiscal year 2011, 2010, and 2009, the Company recorded $0.7, $0.7, and $0.9 million, respectively, of interest income related to the loan and revolving credit facility. The Company has also guaranteed a credit facility of EEG. The exposure to loss related to the Company's involvement with EEG is the carrying value of the investment, the outstanding loan and the guarantee of the credit facility. The Company utilized consolidation of variable interest entities guidance to determine whether or not its investment in EEG was a variable interest entity (VIE), and if so, whether the Company was the primary beneficiary of the VIE. The Company concluded that EEG was not a VIE based on the fact that EEG had sufficient equity at risk. As the substantive voting control relates to the voting rights of the Board of Directors, the Company granted the other shareholder a proxy to vote such number of the Company's shares such that the other shareholder would have voting control of 51.0 percent of the common stock of EEG. The Company accounts for EEG as an equity investment under the voting interest model. During fiscal years ended June 30, 2011, 2010, and 2009, the Company recorded $5.5, $6.4, and $2.1 million of equity earnings related to its investment in EEG. During the twelve months ended June 30, 2011, EEG declared and distributed a dividend in which the Company received $4.1 million in cash and recorded tax expense of $0.3 million. Investment in MY Style In April 2007, the Company purchased exchangeable notes issued by Yamano Holding Corporation (Exchangeable Note) and a loan obligation of a Yamano Holdings subsidiary, MY Style, formally known as Beauty Plaza Co. Ltd., (MY Style Note) for an aggregate amount of $11.3 million (1.3 billion Yen as of April 2007). The Exchangeable Note contains an option for the Company to exchange a portion of the Exchangeable Note for shares of common stock of MY Style. In connection with the issuance of the Exchangeable Note, the Company paid a premium of approximately $5.5 million (573,000,000 Yen as of April 2007). Exchangeable Note. In September 2008, the Company advanced an additional $3.0 million (300,000,000 Yen as of September 2008) to Yamano Holding Corporation (Yamano). In connection with the 300,000,000 Yen advance, the exchangeable portion of the Exchangeable Note increased from approximately 14.8 percent to 27.1 percent of the 800 outstanding shares of MY Style for 21,700,000 Yen. This exchange feature is akin to a deep-in-the-money option permitting the Company to purchase shares of common stock of MY Style. The option is embedded in the Exchangeable Note and does not meet the criteria for separate accounting under accounting for derivative instruments and hedging activities. The Company determined that the September 2008 modifications to the Exchangeable Note were more than minor and the loan modification should be treated as an extinguishment. The Company recorded a $2.1 million (224,000,000 Yen as of September 2008) gain related to the modification of the Exchangeable Note. However, based upon the overall fair value of the Exchangeable Note on the date of modification, the Company recorded an other than temporary impairment loss of $3.4 million (370,000,000 Yen as of September 2008). The $1.3 million net amount of the gain and other than temporary impairment was recorded within equity in loss of affiliates within the Consolidated Statement of Operations during the fourth quarter of fiscal year 2009. On March 28, 2010, the Company entered into an amendment agreement with Yamano in connection with the Exchangeable Note. The amendment revised the redemptions schedule for the 100,000,000 Yen and 211,131,284 Yen payments due September 30, 2013 and 2014, respectively, to March 28, 2010. The amendment was entered into in connection with a preferred share subscription agreement dated March 29, 2010 between the Company and Yamano. Under the preferred share subscription agreement, Yamano issued and the Company purchased one share of Yamano Class A Preferred Stock with a subscription amount of $1.1 million (100,000,000 Yen) and one share of Yamano Class B Preferred Stock with a subscription amount of $2.3 million (211,131,284 Yen), collectively the "Preferred Shares". The portions of the Exchangeable Note that became due as of March 28, 2010 were contributed in-kind as payment for the Preferred Shares. The Preferred Shares have the same terms and rights, yield a 5.0 percent dividend that accrues if not paid and have no voting rights. The Company determined that the March 2010 modifications were minor and the loan modification should not be treated as an extinguishment. The preferred shares will be accounted for as an available for sale debt security. Due to the natural disasters in Japan that occurred in March 2011, the Company was required to assess the preferred shares and premium for other than temporary impairment. The fair value of the collateral which is the equity value of MY Style, declined due to changes in projected revenue growth rates after the natural disasters. As MY Style is highly leveraged, any change in growth rates has a significant impact on fair value. The estimated fair value was negligible as of March 31, 2011. The Company recorded an other than temporary impairment during the third quarter of fiscal year 2011 for the carrying value of the preferred shares and premium of $3.9 million (326,700,000 Yen) and $5.3 million (435,000,000 Yen), respectively. As of June 30, 2011, the principal amount outstanding under the Exchangeable Note is $2.5 million (200,000,000 Yen). Principal payments of 100,000,000 Yen are due annually on September 30 through September 30, 2012. The Company reviews the Exchangeable Note with Yamano for changes in circumstances or the occurrence of events that suggest the Company's note may not be recoverable. The $2.5 million outstanding Exchangeable Note with Yamano as of June 30, 2011 is in good standing with no associated valuation allowance. The Company has determined the future cash flows of Yamano support the ability to make payments on the Exchangeable Note. The Exchangeable Note accrues interest at 1.845 percent and interest is payable on September 30, 2012 with the final principal payment. The Company recorded approximately $0.1 million in interest income related to the Exchangeable Note during fiscal years 2011, 2010, and 2009. MY Style Note. As of June 30, 2011, the principal amount outstanding under the MY Style Note is $1.3 million (104,328,000 Yen). Principal payments of 52,164,000 Yen along with accrued interest are due annually on May 31 through May 31, 2013. The Company reviews the outstanding note with MY Style for changes in circumstances or the occurrence of events that suggest the Company's note may not be recoverable. The $1.3 million outstanding note with MY Style as of June 30, 2011 is in good standing with no associated valuation allowance. The Company has determined the future cash flows of MY Style support the ability to make payments on the outstanding note. The MY Style Note accrues interest at 3.0 percent. The Company recorded less than $0.1 million in interest income related to the MY Style Note during fiscal years 2011, 2010, and 2009. As of June 30, 2011, $1.9 and $2.2 million are recorded in the Consolidated Balance Sheet as current assets and investment in and loans to affiliates, respectively, representing the Company's Exchangeable Note and outstanding note with MY Style. The exposure to loss related to the Company's involvement with MY Style is the carrying value of the outstanding notes. All foreign currency transaction gains and losses on the Exchangeable Note and MY Style Note are recorded through other income within the Consolidated Statement of Operations. The foreign currency transaction (loss) gain was $(1.1), $3.1, and $2.1 million during fiscal years 2011, 2010, and 2009, respectively. Investment in Hair Club for Men, Ltd. The Company acquired a 50.0 percent interest in Hair Club for Men, Ltd. through its acquisition of Hair Club in fiscal year 2005. The Company accounts for its investment in Hair Club for Men, Ltd. under the equity method of accounting. Hair Club for Men, Ltd. operates Hair Club centers in Illinois and Wisconsin. During fiscal years 2011, 2010, and 2009, the Company recorded income and received dividends of $0.6 and $1.1 million, $0.9 and $1.3 million, and $0.6 and $0.9 million, respectively. The exposure to loss related to the Company's involvement with Hair Club for Men, Ltd. is the carrying value of the investment.

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