SECURITIES AND EXCHANGE COMMISSION |
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FORM 10-Q |
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(Mark One) |
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x |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended June 30, 2003 |
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OR |
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o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from |
_____________ |
To ______________ |
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STEINER LEISURE LIMITED (Exact name of Registrant as Specified in its Charter) |
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Commission File Number: 0-28972 |
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Commonwealth of The Bahamas |
98-0164731 |
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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Suite 104A, Saffrey Square |
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Nassau, The Bahamas |
Not Applicable |
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(Address of principal executive offices) |
(Zip Code) |
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(242) 356-0006 |
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(Former name , former address and former fiscal year, if changed since last report) |
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Indicate by check 4 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. [4 ] Yes [ ] No |
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Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). [4 ] Yes [ ] No |
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Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. |
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Class |
Outstanding |
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Common Shares, par value (U.S.) $.01 per share |
16,399,503, which excludes 1,866,406 treasury shares as of August 8, 2003 |
2
STEINER LEISURE LIMITED AND SUBSIDIARIES |
December 31, |
June 30, |
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2002 |
2003 |
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ASSETS |
(Unaudited) |
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CURRENT ASSETS: |
||||||||
Cash and cash equivalents |
$ |
15,175,000 |
$ |
15,125,000 |
||||
Accounts receivable, net |
12,348,000 |
10,712,000 |
||||||
Accounts receivable - students, net |
4,481,000 |
3,890,000 |
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Inventories |
16,637,000 |
15,052,000 |
||||||
Assets held for sale |
322,000 |
745,000 |
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Other current assets |
6,210,000 |
5,035,000 |
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Total current assets |
55,173,000 |
50,559,000 |
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PROPERTY AND EQUIPMENT, net |
49,087,000 |
49,021,000 |
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GOODWILL, net |
46,340,000 |
46,340,000 |
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OTHER ASSETS: |
||||||||
Intangible assets, net |
5,980,000 |
5,730,000 |
||||||
Deferred financing costs, net |
1,083,000 |
921,000 |
||||||
Other |
1,948,000 |
1,876,000 |
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Total other assets |
9,011,000 |
8,527,000 |
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Total assets |
$ |
159,611,000 |
$ |
154,447,000 |
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LIABILITIES AND SHAREHOLDERS' EQUITY |
||||||||
CURRENT LIABILITIES: |
||||||||
Accounts payable |
$ |
7,981,000 |
$ |
4,484,000 |
||||
Accrued expenses |
15,524,000 |
15,505,000 |
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Current portion of long-term debt |
14,528,000 |
18,468,000 |
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Liabilities related to assets held for sale |
8,378,000 |
4,176,000 |
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Current portion of deferred tuition revenue |
5,286,000 |
5,017,000 |
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Gift certificate liability |
542,000 |
620,000 |
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Income taxes payable |
2,017,000 |
1,690,000 |
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Total current liabilities |
54,256,000 |
49,960,000 |
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LONG-TERM DEBT, net of current portion |
27,713,000 |
18,663,000 |
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LONG-TERM DEFERRED RENT |
1,050,000 |
963,000 |
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LONG-TERM DEFERRED TUITION REVENUE |
96,000 |
90,000 |
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MINORITY INTEREST |
50,000 |
45,000 |
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SHAREHOLDERS' EQUITY: |
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Preferred shares, $.0l par value; 10,000,000 shares authorized, none |
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issued and outstanding |
-- |
-- |
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Common shares, $.0l par value; 100,000,000 shares authorized, |
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18,248,000 shares issued in 2002 and 18,266,000 shares issued |
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in 2003 |
182,000 |
183,000 |
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Additional paid-in capital |
39,701,000 |
39,958,000 |
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Accumulated other comprehensive income |
614,000 |
1,285,000 |
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Retained earnings |
65,320,000 |
72,671,000 |
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Treasury shares, at cost, 1,866,000 shares in 2002 and 2003 |
(29,371,000 |
) |
(29,371,000 |
) |
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Total shareholders' equity |
76,446,000 |
84,726,000 |
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Total liabilities and shareholders' equity |
$ |
159,611,000 |
$ |
154,447,000 |
The accompanying notes to condensed consolidated financial statements are an integral part of these balance sheets.
3
STEINER LEISURE LIMITED AND SUBSIDIARIES |
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
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FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2002 AND 2003 |
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(Unaudited) |
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Three Months Ended June 30, |
Six Months Ended June 30, |
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2002 |
2003 |
2002 |
2003 |
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REVENUES: |
||||||||||||||||||
Services |
$ |
42,053,000 |
$ |
45,897,000 |
$ |
82,024,000 |
$ |
91,772,000 |
||||||||||
Products |
18,890,000 |
19,935,000 |
36,756,000 |
39,225,000 |
||||||||||||||
Total revenues |
60,943,000 |
65,832,000 |
118,780,000 |
130,997,000 |
||||||||||||||
COST OF SALES: |
||||||||||||||||||
Cost of services |
33,353,000 |
37,350,000 |
64,555,000 |
74,082,000 |
||||||||||||||
Cost of products |
14,174,000 |
14,950,000 |
27,577,000 |
29,418,000 |
||||||||||||||
Total cost of sales |
47,527,000 |
52,300,000 |
92,132,000 |
103,500,000 |
||||||||||||||
Gross profit |
13,416,000 |
13,532,000 |
26,648,000 |
27,497,000 |
||||||||||||||
OPERATING EXPENSES: |
||||||||||||||||||
Administrative |
3,039,000 |
3,337,000 |
6,087,000 |
6,705,000 |
||||||||||||||
Salary and payroll taxes |
3,421,000 |
4,197,000 |
6,904,000 |
8,417,000 |
||||||||||||||
Total operating expenses |
6,460,000 |
7,534,000 |
12,991,000 |
15,122,000 |
||||||||||||||
Income from operations |
6,956,000 |
5,998,000 |
13,657,000 |
12,375,000 |
||||||||||||||
OTHER INCOME (EXPENSE): |
||||||||||||||||||
Interest expense |
(989,000 |
) |
(852,000 |
) |
(1,890,000 |
) |
(1,819,000 |
) |
||||||||||
Other income |
8,000 |
412,000 |
85,000 |
425,000 |
||||||||||||||
Total other income (expense) |
(981,000 |
) |
(440,000 |
) |
(1,805,000 |
) |
(1,394,000 |
) |
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Income from continuing operations before |
||||||||||||||||||
provision for income taxes, minority |
||||||||||||||||||
interest and equity investment |
5,975,000 |
5,558,000 |
11,852,000 |
10,981,000 |
||||||||||||||
PROVISION FOR INCOME TAXES |
197,000 |
309,000 |
372,000 |
642,000 |
||||||||||||||
Income from continuing operations before |
||||||||||||||||||
minority interest and equity investment |
5,778,000 |
5,249,000 |
11,480,000 |
10,339,000 |
||||||||||||||
MINORITY INTEREST |
(251,000 |
) |
4,000 |
(758,000 |
) |
6,000 |
||||||||||||
INCOME IN EQUITY INVESTMENT |
66,000 |
38,000 |
145,000 |
140,000 |
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Income from continuing operations before |
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discontinued operations and cumulative effect |
||||||||||||||||||
of a change in accounting principle |
5,593,000 |
5,291,000 |
10,867,000 |
10,485,000 |
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LOSS FROM DISCONTINUED OPERATIONS |
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(which includes loss on disposal in 2003 of |
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$715,000 and $1,548,000 for the three |
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and six months ended June 30, 2003, |
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respectively), net of taxes |
(2,678,000 |
) |
(1,303,000 |
) |
(5,442,000 |
) |
(3,134,000 |
) |
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CUMULATIVE EFFECT OF A CHANGE IN |
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ACCOUNTING PRINCIPLE, net of taxes |
-- |
-- |
(29,643,000 |
) |
-- |
|||||||||||||
Net income (loss) |
$ |
2,915,000 |
$ |
3,988,000 |
$ |
(24,218,000 |
) |
$ |
7,351,000 |
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Income (loss) per share-basic: |
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Income before discontinued operations and |
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cumulative effect of a change in accounting |
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principle |
$ |
0.35 |
$ |
0.32 |
$ |
0.68 |
$ |
0.64 |
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Loss from discontinued operations |
(0.17 |
) |
(0.08 |
) |
(0.33 |
) |
(0.19 |
) |
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Cumulative effect of a change in accounting |
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principle |
-- |
-- |
(1.87 |
) |
-- |
|||||||||||||
$ |
0.18 |
$ |
0.24 |
$ |
(1.52 |
) |
$ |
0.45 |
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Income (loss) per share-diluted: |
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Income before discontinued operations and |
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cumulative effect of a change in accounting |
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principle |
$ |
0.34 |
$ |
0.32 |
$ |
0.66 |
$ |
0.64 |
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Loss from discontinued operations |
(0.16 |
) |
(0.08 |
) |
(0.33 |
) |
(0.19 |
) |
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Cumulative effect of a change in accounting |
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principle |
-- |
-- |
(1.80 |
) |
-- |
|||||||||||||
$ |
0.18 |
$ |
0.24 |
$ |
(1.47 |
) |
$ |
0.45 |
The accompanying notes to condensed consolidated financial statements are an integral part of these statements.
4
STEINER LEISURE LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2003
(Unaudited)
Six Months Ended |
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June 30, |
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2002 |
2003 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||
Net income (loss) |
$ |
(24,218,000 |
) |
$ |
7,351,000 |
|||
Loss from discontinued operations |
5,442,000 |
1,586,000 |
||||||
Loss on disposal of discontinued operations |
- |
1,548,000 |
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Cumulative effect of a change in accounting principle |
29,643,000 |
-- |
||||||
Income from continuing operations |
10,867,000 |
10,485,000 |
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Adjustments to reconcile income from continuing |
||||||||
Depreciation and amortization |
3,381,000 |
3,609,000 |
||||||
Provision for doubtful accounts |
442,000 |
133,000 |
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Minority interest |
758,000 |
(6,000 |
) |
|||||
Income in equity investment |
(145,000 |
) |
(140,000 |
) |
||||
(Increase) decrease in: |
||||||||
Accounts receivable |
(168,000 |
) |
2,263,000 |
|||||
Inventories |
(158,000 |
) |
1,770,000 |
|||||
Other current assets |
(3,276,000 |
) |
1,559,000 |
|||||
Other assets |
1,535,000 |
216,000 |
||||||
Increase (decrease) in: |
||||||||
Accounts payable |
(2,709,000 |
) |
(3,540,000 |
) |
||||
Accrued expenses |
200,000 |
375,000 |
||||||
Income taxes payable |
(252,000 |
) |
(335,000 |
) |
||||
Deferred tuition revenue |
(1,941,000 |
) |
(276,000 |
) |
||||
Gift certificate liability |
(285,000 |
) |
78,000 |
|||||
Net cash provided by operating activities of |
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||
Proceeds from maturities of marketable securities |
515,000 |
-- |
||||||
Capital expenditures |
(4,929,000 |
) |
(3,189,000 |
) |
||||
Acquisition, net of cash acquired |
(971,000 |
) |
-- |
|||||
Net cash used in investing activities of |
|
|
|
|
|
|
(Continued)
5
STEINER LEISURE LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - (CONTINUED)
FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2003
(Unaudited)
Six Months Ended |
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June 30, |
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2002 |
2003 |
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CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||
Proceeds from long-term debt |
$ |
6,314,000 |
$ |
-- |
||||
Payments on long-term debt |
(5,949,000 |
) |
(5,407,000 |
) |
||||
Debt issuance costs |
(134,000 |
) |
(298,000 |
) |
||||
Proceeds from share option exercises |
2,026,000 |
158,000 |
||||||
Net cash (used in) provided by financing activities |
|
|
|
|
|
|
||
EFFECT OF EXCHANGE RATE |
||||||||
CHANGES ON CASH |
193,000 |
154,000 |
||||||
NET CASH USED IN DISCONTINUED OPERATIONS |
(5,161,000 |
) |
(7,659,000 |
) |
||||
NET INCREASE (DECREASE) IN CASH |
||||||||
AND CASH EQUIVALENTS |
153,000 |
(50,000 |
) |
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CASH AND CASH EQUIVALENTS, |
||||||||
Beginning of period |
10,242,000 |
15,175,000 |
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CASH AND CASH EQUIVALENTS, |
||||||||
End of period |
$ |
10,395,000 |
$ |
15,125,000 |
||||
SUPPLEMENTAL DISCLOSURES OF |
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Cash paid during the period for: |
||||||||
Interest |
$ |
1,721,000 |
$ |
1,099,000 |
||||
Income taxes |
$ |
137,000 |
$ |
1,057,000 |
The accompanying notes to condensed consolidated financial statements are an integral part of these statements.
6
STEINER LEISURE LIMITED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) |
BASIS OF PRESENTATION OF INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS: |
The unaudited condensed consolidated statements of operations of Steiner Leisure Limited ("Steiner Leisure" or the "Company") for the three and six months ended June 30, 2002 and 2003 reflect, in the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to fairly present the results of operations for these interim periods. The results of operations for any interim period are not necessarily indicative of results for the full year.
The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States. The unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002 and the Company's other filings with the SEC.
(2) |
ORGANIZATION : |
Steiner Leisure Limited (including its subsidiaries where the context requires, the "Company") is a worldwide provider of spa services. The Company, incorporated in the Bahamas, commenced operations effective November 1995 with the contributions of substantially all of the assets and certain of the liabilities of the Maritime Division (the "Maritime Division") of Steiner Group Limited, now known as STGR Limited ("Steiner Group"), a U.K. company and an affiliate of the Company, and all of the outstanding common stock of Coiffeur Transocean (Overseas), Inc. ("CTO"), a Florida corporation and a wholly owned subsidiary of Steiner Group. These operations consisted almost entirely of offering spa services and products on cruise ships. The contributions of the net assets of the Maritime Division and CTO were recorded at historical cost in a manner similar to a pooling of interests.
On July 3, 2001, the Company purchased a 60% equity interest of each of Mandara Spa LLC ("Mandara US") and Mandara Spa Asia Limited ("Mandara Asia" and collectively with Mandara US, "Mandara Spa"). During 2002, the Company acquired the balance of the equity interests in Mandara Spa. Mandara Spa operates spas principally in the United States, the Caribbean, the Pacific and Asia. Mandara Spa also provides spa services for Norwegian Cruise Line, Orient Lines and Silverseas Cruises.
(3) |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES : |
(a) |
Inventories |
Inventories, consisting principally of beauty products, are stated at the lower of cost (first-in, first-out) or market. Manufactured finished goods include the cost of raw material, labor and overhead. Inventories consist of the following:
December 31, |
June 30, |
||||
2002 |
2003 |
||||
Finished Goods |
$ |
12,602,000 |
$ |
11,908,000 |
|
Raw Materials |
4,035,000 |
3,144,000 |
|||
$ |
16,637,000 |
$ |
15,052,000 |
7
(b) |
Goodwill |
Pursuant to Statement of Financial Accounting Standards Board Statement ("SFAS") No. 142, "Goodwill and Other Intangible Assets," goodwill is subject to at least an annual assessment for impairment by applying a fair value-based test. The impairment loss is the amount, if any, by which the implied fair value of goodwill is less than the carrying or book value. Impairment loss for goodwill arising from the initial application of SFAS 142 is to be reported as resulting from a change in accounting principle. The Company adopted SFAS 142 on January 1, 2002. During the second quarter of 2002, the Company completed its assessment of its intangible assets and wrote off $29.6 million of intangible assets. These intangibles primarily consisted of goodwill related to our July 2001 acquisitions of the Greenhouse Day Spa and C.Spa chains. The write-off has been accounted for as a cumulative effect of a change in accounting principle and has been recorded effective January 1, 2002.
(c) |
Income Taxes |
The Company files a consolidated tax return for its domestic subsidiaries. In addition, the Company's foreign subsidiaries file income tax returns in their respective countries of incorporation, where required. The Company follows SFAS 109, "Accounting for Income Taxes." SFAS 109 utilizes the liability method and deferred taxes are determined based on the estimated future tax effects of differences between the financial statement and tax bases of assets and liabilities given the provisions of enacted tax laws. SFAS 109 permits the recognition of deferred tax assets. Deferred income tax provisions and benefits are based on the changes to the asset or liability from period to period. For any partnership interest (including limited liability companies), the Company records its allocable share of income, gains, losses, deductions and credits of the partnership.
(d) |
Translation of Foreign Currencies |
Assets and liabilities of foreign subsidiaries are translated at the rate of exchange in effect at the balance sheet date; income and expenses are translated at the average rates of exchange prevailing during the year. The related translation adjustments are reflected in the accumulated other comprehensive income in the condensed consolidated balance sheets. Foreign currency gains and losses resulting from transactions, including intercompany transactions, are included in the condensed consolidated statements of operations. The majority of the Company's income is generated outside of the United States. The transaction gains (losses) reflected in administrative expenses were approximately $(30,000) and $7,000 for the three months ended June 30, 2002 and 2003, respectively, and approximately $76,000 and $(20,000) for the six months ended June 30, 2002 and 2003, respectively.
(e) |
Earnings Per Share |
Basic earnings per share is computed by dividing the net income available to shareholders by the weighted average number of outstanding common shares. The calculation of diluted earnings per share is similar to that of basic earnings per share, except that the denominator includes dilutive common share equivalents such as share options. The computation of weighted average common and common equivalent shares used in the calculation of basic and diluted earnings per share is as follows:
Three Months Ended |
Six Months Ended |
|||||||||
2002 |
2003 |
2002 |
2003 |
|||||||
Weighted average shares outstanding used in |
||||||||||
calculating basic earnings per share |
15,957,000 |
16,393,000 |
15,886,000 |
16,389,000 |
||||||
Dilutive common share equivalents |
445,000 |
110,000 |
549,000 |
95,000 |
||||||
Weighted average common and common equivalent |
||||||||||
shares used in calculating diluted earnings per share |
16,402,000 |
16,503,000 |
16,435,000 |
16,484,000 |
||||||
Options outstanding which are not included in the |
||||||||||
calculation of diluted earnings per share because |
||||||||||
their impact is anti-dilutive |
1,301,000 |
3,271,000 |
1,317,000 |
2,713,000 |
As of June 30, 2003, 11,000 share options have been exercised.
8
(f) |
Stock-Based Compensation |
The Company follows the provisions of SFAS 123, "Accounting for Stock-Based Compensation," in accounting for stock-based transactions with non-employees and, accordingly, records compensation expense in the consolidated statements of operations for such transactions. The Company continues to apply the provisions of Accounting Principles Board Opinion ("APB") No. 25, "Accounting for Stock Issued to Employees," and related interpretations for stock-based transactions with employees, as permitted by SFAS 123.
The Company applies APB 25 and related interpretations in accounting for options granted to employees. Accordingly, no compensation cost has been recognized related to such grants. Had compensation cost for the Company's shares been based on fair value at the grant dates for awards under the Company's option plan consistent with the methodologies of SFAS 123, the Company's three and six months ended June 30, 2002 and 2003 net income (loss) and diluted earnings per share would have been reduced/increased to the pro forma amounts indicated below:
Three Months Ended |
Six Months Ended |
||||||||||||
2002 |
2003 |
2002 |
2003 |
||||||||||
Compensation expense |
As reported |
$ |
-- |
$ |
-- |
$ |
-- |
$ |
-- |
||||
Pro forma |
2,440,000 |
2,240,000 |
5,079,000 |
4,410,000 |
|||||||||
Net income (loss) |
As reported |
2,915,000 |
3,988,000 |
(24,218,000 |
) |
7,351,000 |
|||||||
Pro forma |
475,000 |
1,748,000 |
(29,297,000 |
) |
2,941,000 |
||||||||
Basic earnings per share |
As reported |
0.18 |
0.24 |
(1.52 |
) |
0.45 |
|||||||
Pro forma |
0.03 |
0.11 |
(1.84 |
) |
0.18 |
||||||||
Diluted earnings per share |
As reported |
0.18 |
0.24 |
(1.47 |
) |
0.45 |
|||||||
Pro forma |
0.03 |
0.11 |
(1.78 |
) |
0.18 |
The fair value of each option grant is estimated on the date of grant using the Black-Scholes model with the following assumptions: expected volatility of 59.8%, and 59.1% for the three and six months ended June 30, 2002 and 2003, respectively, risk-free interest rate of 6.0%, no dividends and expected term of 6.5 years.
(g) |
Recent Accounting Pronouncements |
In June 2001, Financial Accounting Standards Board ("FASB") issued SFAS 143, "Accounting for Asset Retirement Obligations." SFAS 143 applies to legal obligations associated with the retirement of long-lived assets that result from acquisition, construction, development and/or the normal operation of a long-lived asset. SFAS 143 is effective for financial statements for fiscal years beginning after June 15, 2002. The Company adopted this statement in the first quarter of 2003. The adoption of this statement did not have a material impact on the Company's financial position or results of operations.
In June 2002, FASB issued SFAS 146, "Accounting for Costs Associated with Exit or Disposal Activities," which addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force ("EITF") 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity Including Certain Costs Incurred in a Restructuring." The principal difference between SFAS 146 and EITF 94-3 relates to SFAS 146's requirements for recognition of a liability for a cost associated with an exit or disposal activity. SFAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. Under EITF 94-3, a liability for an exit cost was recognized at the date of an entity's commitment to an exit plan. A fundamental conclusion reached by FASB in this statement is that an entity's commitment to a plan, by itself, does not create an obligation that meet s the definition of a liability. Therefore, this statement eliminates the definition and requirements for recognition of exit costs in EITF 94-3. This statement also establishes that fair value is the objective for initial measurement of the liability. The effective date of the new statement is January 1, 2003, with earlier adoption encouraged. In connection with its discontinued day spa operations, the Company early adopted SFAS 146 in 2002.
9
In January 2003, the FASB Issued Interpretation ("FIN") No. 46, "Consolidation of Variable Interest Entities." FIN 46 requires an investor with a majority of the variable interests in a variable interest entity to consolidate the entity and also requires majority and significant variable interest investors to provide certain disclosures. A variable interest entity is an entity in which the equity investors do not have a controlling interest or the equity investment at risk is insufficient to finance the entity's activities without receiving additional subordinated financial support from the other parties. It applies to the first fiscal year or interim period beginning after June 15, 2003. The disclosure requirements are effective for all financial statements issued after January 31, 2003. Management is currently assessing the impact of FIN 46 on the Company's consolidated financial statements.
In May 2003, FASB issued SFAS 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." SFAS 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. In accordance with SFAS 150, financial instruments that embody obligations for the issuer are required to be classified as liabilities. SFAS 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. There was no impact to the Company's consolidated financial statements upon the adoption of the provisions of SFAS 150.
(4) |
DISCONTINUED OPERATIONS : |
In the fourth quarter of 2002, the Company approved and committed to a plan to sell or dispose of its day spa segment, with the exception of two of its day spas. The day spa segment primarily consisted of the financial position and results of operations of the Greenhouse and C.Spa day spa chains. In accordance with SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," the operating results of the day spa segment, excluding the day spas that are being kept, are reported in discontinued operations and the remaining assets and liabilities are classified as assets held for sale and liabilities related to assets held for sale, respectively, on the condensed consolidated balance sheets as of December 31, 2002 and June 30, 2003. During the first quarter ended March 31, 2003, the Company disposed of ten day spas and, effective April 15, 2003, the remaining four day spas were sold.
Additional information regarding the Company's discontinued day spa operations is as follows:
Three Months Ended |
Six Months Ended |
||||||||||||||
2002 |
2003 |
2002 |
2003 |
||||||||||||
Revenues |
$ |
3,754,000 |
$ |
141,000 |
$ |
7,162,000 |
$ |
2,788,000 |
|||||||
Loss from operations, net of taxes |
2,678,000 |
588,000 |
5,442,000 |
1,586,000 |
|||||||||||
Loss on disposal, net of taxes |
-- |
715,000 |
-- |
1,548,000 |
December 31, |
June 30, |
|||||
2002 |
2003 |
|||||
Assets held for sale |
||||||
Current assets |
$ |
70,000 |
$ |
-- |
||
Property and equipment |
252,000 |
-- |
||||
Other assets |
-- |
745,000 |
||||
$ |
322,000 |
$ |
745,000 |
|||
Liabilities related to assets held for sale |
||||||
Accounts payable & accrued expenses |
$ |
874,000 |
$ |
2,055,000 |
||
Gift certificate liability |
6,011,000 |
1,559,000 |
||||
Other liabilities |
1,493,000 |
562,000 |
||||
$ |
8,378,000 |
$ |
4,176,000 |
10
In connection with the transactions to sell the day spas to third parties, the Company remains liable under certain leases for those day spas in the event third party lease assignees fail to pay rent under such leases. The total amount that the Company remains liable for under such assigned leases, if the assignees fail to make the payments that they are required to make, is approximately $6.0 million.
In connection with the discontinued day spa operations, the President of the day spas segment has terminated her employment with the Company and received options to purchase 100,000 common shares of the Company and a severance payment of $748,000 during the second quarter of 2003.
In January 2003, the Company entered into an agreement with the sellers to sell back the assets of one of the spas the Company acquired. The agreement required the Company to make payments to the sellers of approximately $1.0 million in cash and 8,143 common shares valued at $100,000.
(5) |
DERIVATIVE FINANCIAL INSTRUMENT: |
Effective September 28, 2001, the Company entered into an interest rate swap agreement to reduce its exposure to market risks from changing interest rates. Under the swap agreement, the Company agrees to exchange the difference between fixed and variable interest amounts calculated by reference to a notional principal amount. Any differences paid or received on interest rate swap agreements are recognized as adjustments to interest expense over the life of each swap, thereby adjusting the effective interest rate on the underlying obligation. The Company does not hold or issue such financial instruments for trading purposes. Derivatives used for hedging purposes must be designated as, and effective as, a hedge of the identified risk exposure at the inception of the contract. Accordingly, changes in the fair value of the derivative contract must be highly correlated with changes in the fair value of the underlying hedged item at inception of the hedge and over the life of the hedge cont ract.
The interest rate swap has a notional amount of $9.0 million as of June 30, 2003 and matures on September 30, 2003. The interest rate swap agreement effectively converts a portion of the Company's LIBOR-based variable rate borrowings into fixed rate borrowings with a pay rate of 7.68%. The Company recorded in accumulated other comprehensive income unrealized gains (losses) of $(121,000) and $81,000 for the three months ended June 30, 2002 and 2003, respectively and $25,000 and $162,000 for the six months ended June 30, 2002 and 2003, respectively in connection with this swap. There was no gain or loss on the swap as a result of ineffectiveness. Prepayment of the loan, changes in counterparty credit worthiness and changing market conditions could result in the reclassification into earnings of gains and losses that are reported in accumulated other comprehensive income (loss). The Company reclassified losses of $(101,000) and $(80,000) related to the interest rate swap into intere st expense in the three months ended June 30, 2002 and 2003, respectively, and $(209,000) and $(216,000) in the six months ended June 30, 2002 and 2003, respectively. Approximately $71,000 in losses are expected to be reclassified into earnings within the next 12 months as interest payments occur.
(6) |
ACCRUED EXPENSES : |
Accrued expenses consists of the following:
December 31, |
June 30, |
||||
2002 |
2003 |
||||
Operative commissions |
$ |
2,050,000 |
$ |
2,197,000 |
|
Minimum line commissions |
6,066,000 |
5,094,000 |
|||
Payroll and bonuses |
2,164,000 |
2,855,000 |
|||
Rent |
932,000 |
691,000 |
|||
Interest |
95,000 |
169,000 |
|||
Other |
4,217,000 |
4,499,000 |
|||
Total |
$ |
15,524,000 |
$ |
15,505,000 |
11
(7) |
LONG-TERM DEBT : |
Long-term debt consists of the following:
December 31, |
June 30, |
|||||
2002 |
2003 |
|||||
Term loan |
$ |
23,347,000 |
$ |
18,000,000 |
||
Revolving loan |
9,796,000 |
9,796,000 |
||||
Subordinated notes |
4,608,000 |
4,608,000 |
||||
Note payable |
4,100,000 |
4,100,000 |
||||
Other debt |
390,000 |
627,000 |
||||
Total long-term debt |
42,241,000 |
37,131,000 |
||||
Less: current portion |
(14,528,000 |
) |
(18,468,000 |
) |
||
Long-term debt, net of current portion |
$ |
27,713,000 |
$ |
18,663,000 |
In July 2001, the Company entered into a credit agreement with a syndicate of banks that provides for a term loan of $45 million and a revolving facility of up to $10 million. Borrowings under the credit agreement are secured by substantially all of the assets of the Company and bear interest primarily at London Interbank Offered Rate ("LIBOR") based rates plus a spread that is dependent upon the Company's financial performance. Borrowings under the term loans were used to fund the July 2001 acquisitions and borrowings under the revolving facility have been used for working capital needs. The maturity date of the revolving and term loans is July 2, 2004. The interest rate as of June 30, 2003 was 4.8% per annum for both the term loan and the revolving facility. As of June 30, 2003, there was no availability under the revolving facility.
The credit agreement contains customary affirmative, negative and financial covenants, including limitations on dividends, capital expenditures and funded debt, and requirements to maintain prescribed interest expense and fixed charge coverage ratios. As of June 30, 2003, the Company was in compliance with all of its financial covenants.
The subordinated notes are the Mandara - US Notes and the Mandara - Asia Notes. The Mandara - US Notes interest accrues quarterly but is payable on the maturity date. The Mandara - Asia Notes interest accrues and is payable quarterly. The interest rates on all the Notes is 9% per annum and they all mature on January 2, 2005.
The note payable is due to the company that formerly owned a 40% minority interest in Mandara Spa. The note bears interest at approximately nine percent per annum due quarterly and matures on various dates through March 31, 2006.
All of the long-term debt is denominated in US dollars.
(8) |
COMPREHENSIVE INCOME (LOSS) : |
SFAS 130, "Reporting Comprehensive Income," establishes standards for reporting and disclosure of comprehensive income and its components in financial statements. The components of the Company's comprehensive income (loss) are as follows:
Three Months Ended |
Six Months Ended |
|||||||||||
2002 |
2003 |
2002 |
2003 |
|||||||||
Net income (loss) |
$ |
2,915,000 |
$ |
3,988,000 |
$ |
(24,218,000 |
) |
$ |
7,351,000 |
|||
Unrealized gain (loss) interest rate |
||||||||||||
swap, net of taxes |
(121,000 |
) |
81,000 |
25,000 |
162,000 |
|||||||
Foreign currency translation adjustments, |
||||||||||||
net of taxes |
493,000 |
678,000 |
861,000 |
509,000 |
||||||||
Comprehensive income (loss) |
$ |
3,287,000 |
$ |
4,747,000 |
$ |
(23,332,000 |
) |
$ |
8,022,000 |
12
(9) |
SEGMENT INFORMATION : |
Information about the Company's Spa Operations and Schools segments for the three and six months ended June 30, 2002 and 2003 is as follows:
Three Months Ended |
Six Months Ended |
|||||||||||
2002 |
2003 |
2002 |
2003 |
|||||||||
Revenues: |
||||||||||||
Spa Operations |
$ |
56,719,000 |
$ |
61,818,000 |
$ |
110,279,000 |
$ |
122,979,000 |
||||
Schools |
4,224,000 |
4,014,000 |
8,501,000 |
8,018,000 |
||||||||
$ |
60,943,000 |
$ |
65,832,000 |
$ |
118,780,000 |
$ |
130,997,000 |
|||||
Operating Income: |
||||||||||||
Spa Operations |
$ |
6,600,000 |
$ |
5,739,000 |
$ |
12,909,000 |
$ |
11,820,000 |
||||
Schools |
356,000 |
259,000 |
748,000 |
555,000 |
||||||||
$ |
6,956,000 |
$ |
5,998,000 |
$ |
13,657,000 |
$ |
12,375,000 |
|||||
December 31, |
June 30, |
|||||||
2002 |
2003 |
|||||||
Identifiable Assets: |
||||||||
Spa Operations |
$ |
136,817,000 |
$ |
133,149,000 |
||||
Schools |
22,794,000 |
21,298,000 |
||||||
$ |
159,611,000 |
$ |
154,447,000 |
Included in identifiable assets of the Spa Operations segment at December 31, 2002 and June 30, 2003 are assets held for sale of $322,000 and $745,000, respectively.
13
Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
Steiner Leisure is a worldwide provider of spa services. We sell our services and products to cruise passengers and at resort and day spas primarily in the United States, the Caribbean, the Pacific and Asia. Payments to cruise lines and resort spa owners are based on a percentage of our passenger revenues and, in certain cases, a minimum annual rental or a combination of both.
In July 2001, we completed the acquisitions of the Mandara Spa resort spas and cruise ship concessions and the Greenhouse and C.Spa day spa chains. These transactions were accounted for under the purchase method, and accordingly, our financial results included the results of the acquired entities subsequent to their acquisitions. In the fourth quarter of 2002, we determined to sell or otherwise dispose of most of our day spa operations. In accordance with Statement of Financial Accounting Standards ("SFAS") No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," the operating results of the former day spa segment, excluding the day spas that were not being disposed of, are reported in discontinued operations and the remaining assets and liabilities are classified as assets held for sale and liabilities related to assets held for sale, respectively, on the condensed consolidated balance sheets as of December 31, 2002 and June 30, 2003. During the first quarter of 2003 , we disposed of ten day spas and effective April 15, 2003 the assets of the remaining four day spas to be disposed of were sold.
Steiner Leisure and Steiner Transocean Limited, our subsidiary that conducts our shipboard operations, are Bahamas international business companies ("IBCs"). The Bahamas does not tax Bahamas IBCs. Under current legislation, we believe that income from our maritime operations will be foreign source income that will not be subject to United States, United Kingdom or other taxation. A significant portion of our income for the first six months of 2003 was not subject to tax in the United States or other jurisdictions. Earnings from Steiner Training Limited and Elemis Limited, United Kingdom subsidiaries, are subject to U.K. tax rates (generally up to 31%). The income from our United States subsidiaries, Steiner Beauty Products, Inc. (which sells products in the U.S.), Steiner Management Services, LLC (which performs administrative services), Steiner Spa Resorts (Nevada), Inc. (which runs the spa at the Aladdin Resort), Steiner Spa Resorts (Connecticut), Inc. (which runs our spa at the Moh egan Sun Casino) and Steiner Education Group, Inc. (which runs our schools through its subsidiaries) will generally be subject to U.S. federal income tax at regular corporate rates (generally up to 35%) and may be subject to additional U.S. federal, state and local taxes. Steiner Spa Limited and Steiner Spa Asia Limited own 100% of Mandara US and Mandara Asia, respectively. These subsidiaries pay taxes in certain taxable jurisdictions.
Critical Accounting Policies
We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. The listing is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application. The impact on our business operations and any associated risks related to these policies is discussed under results of operations, below, where such policies affect our reported and expected financial results. For a detailed discussion on the application of these and other accounting policies, see Note 2 in the Notes to the Consolidated Financial Statements in Item 15 of Steiner Leisure's Annual Report on Form 10-K for 2002 filed with the Securities and Exchange Commission. Note that our pre paration of this Form 10-Q requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.
14
Cost of revenues includes:
Cost of revenues may be affected by, among other things, sales mix, production levels, exchange rates, changes in supplier prices and discounts, purchasing and manufacturing efficiencies, tariffs, duties, freight and inventory costs. Certain cruise line agreements provide for increases in the percentages of services and products revenues and/or, as the case may be, the amount of minimum annual line commissions over the terms of such agreements. These payments may also be increased under new agreements with cruise lines and land-based lessors that replace expiring agreements. In general, we have experienced increases in these payments as a percentage of revenues upon entering into new agreements with cruise lines.
Cost of products includes the cost of products sold through our various methods of distribution. To a lesser extent, cost of products also includes the cost of products consumed in rendering services. This amount would not be a material component of the cost of services rendered and would not be practicable to identify separately.
Operating expenses include administrative expenses, salary and payroll taxes. In addition, operating expenses include amortization of intangibles relating to our acquisitions of resort spas in 2001.
Property and Equipment
Property and equipment are recorded at cost. Depreciation is provided using the straight-line method over the estimated useful lives of the assets in question. Leasehold improvements are amortized on a straight-line basis over the shorter of the useful life of the improvement or the term of the lease. For certain properties, leasehold improvements are amortized over the lease term which includes renewal periods that may be obtained at our option, that are considered significant to the continuation of our operations and to the existence of leasehold improvements the value of which would be impaired by our discontinuing use of the leased property. We perform ongoing evaluations of the estimated useful lives of our property and equipment for depreciation purposes. The estimated useful lives are determined and continually evaluated based on the period over which services are expected to be rendered by the asset, industry practice and asset maintenance policies. Maintenance and repai r items are expensed as incurred.
Goodwill
We adopted SFAS 142, "Goodwill and Other Intangible Assets" on January 1, 2002. In lieu of amortization for 2002, we were required to perform an initial impairment review of our goodwill and are required to perform an annual impairment review thereafter. During the second quarter of 2002, we completed our assessment of our intangible assets and wrote off $29.6 million of intangible assets. Those intangibles primarily consisted of goodwill related to our July 2001 acquisitions of the Greenhouse and C.Spa day spa chains. The write-off has been accounted for as a cumulative effect of a change in accounting principle and has been recorded effective January 1, 2002. As of June 30, 2003, we had unamortized goodwill and intangibles of $52.1 million.
15
Accounting for Income Taxes
As part of the process of preparing our consolidated financial statements we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves our estimating our actual current tax exposure together with an assessment of temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities which are included within our consolidated balance sheet. We must then assess the likelihood that our deferred tax assets will be recovered from future taxable income and to the extent we believe that recovery is not likely, we must establish a valuation allowance. To the extent we establish a valuation allowance or increase this allowance in a period, we must include an expense within the tax provision in the statement of operations.
Significant management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. We have recorded a valuation allowance of $24.8 million (which includes $22.2 million related to our discontinued operations) as of June 30, 2003, due to uncertainties related to our ability to utilize some of our deferred tax assets, primarily consisting of net operating losses carried forward, before they expire. The valuation allowance is based on our estimates of taxable income and the period over which our deferred tax assets will be recoverable. In the event that actual results differ from these estimates or we adjust these estimates in future periods, we may need to establish an additional valuation allowance which could impact our financial position and results of operations.
Recently Issued Accounting Standards
In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS 143, "Accounting for Asset Retirement Obligations." SFAS 143 applies to legal obligations associated with the retirement of long-lived assets that result from acquisition, construction, development and/or the normal operation of a long-lived asset. SFAS 143 is effective for financial statements for fiscal years beginning after June 15, 2002. We adopted SFAS 143 in the first quarter of 2003. The adoption of SFAS 143 did not have a material impact on our financial position or results of operations.
In June 2002, FASB issued SFAS 146, "Accounting for Costs Associated with Exit or Disposal Activities," which addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force ("EITF") No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity Including Certain Costs Incurred in a Restructuring." The principal difference between SFAS 146 and EITF 94-3 relates to SFAS 146's requirements for recognition of a liability for a cost associated with an exit or disposal activity. SFAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. Under EITF 94-3, a liability for an exit cost was recognized at the date of an entity's commitment to an exit plan. A fundamental conclusion reached by FASB in this statement is that an entity's commitment to a plan, by itself, does not create an obligation that meets the definition of a liability. Therefore, SFAS 146 eliminates the definition and requirements for recognition of exit costs in EITF 94-3. SFAS 146 also establishes that fair value is the objective for initial measurement of the liability. The effective date of the SFAS 146 is January 1, 2003, with earlier adoption encouraged. In connection with its discontinued day spa operations, we adopted SFAS 146 in 2002.
In January 2003, FASB issued Interpretation ("FIN") No. 46, "Consolidation of Variable Interest Entities." FIN 46 requires an investor with a majority of the variable interests in a variable interest entity to consolidate the entity and also requires majority and significant variable interest investors to provide certain disclosures. A variable interest entity is an entity in which the equity investors do not have a controlling interest or the equity investment at risk is insufficient to finance the entity's activities without receiving additional subordinated financial support from the other parties. It applies to the first fiscal year or interim period beginning after June 15, 2003. Management is currently assessing the impact of FIN 46 on the Company consolidated financial statements.
In May 2003, the FASB issued SFAS 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." SFAS 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. In accordance with SFAS 150, financial instruments that embody obligations for the issuer are required to be classified as liabilities. SFAS 150 is effective for financial for financial instruments entered into or modified after May 31, 2003, and otherwise shall be effective at the beginning of the first interim period beginning after June 15, 2003. There was no impact to the Company's consolidated financial statements upon the adoption of the provisions of SFAS 150.
16
Results of Operations
The following table sets forth for the periods indicated, certain selected income statement data expressed as a percentage of revenues:
Three Months Ended |
Six Months Ended |
||||||||||||||||
2002 |
2003 |
2002 |
2003 |
||||||||||||||
Revenues: |
|
|
|
|
|
|
|
|
|||||||||
Products |
31.0 |
30.3 |
30.9 |
29.9 |
|||||||||||||
Total revenues |
100.0 |
100.0 |
100.0 |
100.0 |
|||||||||||||
Cost of revenues: |
|||||||||||||||||
Cost of services |
54.7 |
56.7 |
54.4 |
56.5 |
|||||||||||||
Cost of products |
23.3 |
22.7 |
23.2 |
22.5 |
|||||||||||||
Total cost of revenues |
78.0 |
79.4 |
77.6 |
79.0 |
|||||||||||||
Gross profit |
22.0 |
20.6 |
22.4 |
21.0 |
|||||||||||||
Operating expenses: |
|||||||||||||||||
Administrative |
5.0 |
5.1 |
5.1 |
5.1 |
|||||||||||||
Salary and payroll taxes |
5.6 |
6.4 |
5.8 |
6.4 |
|||||||||||||
Total operating expenses |
10.6 |
11.5 |
10.9 |
11.5 |
|||||||||||||
Income from operations |
11.4 |
9.1 |
11.5 |
9.5 |
|||||||||||||
Other income (expense): |
|||||||||||||||||
Interest expense |
(1.6 |
) |
(1.3 |
) |
(1.6 |
) |
(1.4 |
) |
|||||||||
Other income |
-- |
0.6 |
0.1 |
0.3 |
|||||||||||||
Total other income (expense) |
(1.6 |
) |
(0.7 |
) |
(1.5 |
) |
(1.1 |
) |
|||||||||
Income from continuing operations before provision for income taxes, minority interest and equity investment |
|
|
|
|
|||||||||||||
Provision for income taxes |
0.3 |
0.4 |
0.3 |
0.5 |
|||||||||||||
Income from continuing operations before minority interest and equity investment |
|
|
|
|
|||||||||||||
Minority interest and equity investment |
(0.3 |
) |
0.1 |
(0.5 |
) |
0.1 |
|||||||||||
Income from continuing operations before discontinued operations and cumulative effect of a change in accounting principle |
|
|
|
|
|
||||||||||||
Loss from discontinued operations, net of taxes |
(4.4 |
) |
(2.0 |
) |
(4.6 |
) |
(2.4 |
) |
|||||||||
Cumulative effect of a change in accounting |
|
|
|
|
|
|
|||||||||||
Net income (loss) |
4.8 |
% |
6.1 |
% |
(20.4 |
)% |
5.6 |
% |
Three Months Ended June 30, 2003 Compared to Three Months Ended June 30, 2002
Revenues.
Revenues increased approximately 8.0%, or $4.9 million, to $65.8 million in the second quarter of 2003 from $60.9 million in the second quarter of 2002. Of this increase, $3.8 million was attributable to an increase in services revenues and $1.1 million was attributable to an increase in products revenues. The increase in revenues was primarily attributable to an average of seven additional spa ships in service in the second quarter of 2003 compared to the second quarter of 2002. The increase was also attributable to the operations of our spa at the Mohegan resort for a full quarter in 2003, compared to only a partial quarter in 2002, as well as the improved performance of our land-based spas in the second quarter of 2003 compared to the second quarter of 2002, which reflected significantly greater impact from the terrorist attacks of September 11, 2001. We had an average of 1,282 shipboard staff members in service in the second quarter of 2003 compared to an aver age of 1,159 shipboard staff members in service in the second quarter of 2002. Revenues per shipboard staff per day decreased by 3.6% to $379 in the second quarter of 2003 from $393 in the second quarter of 2002.17
Cost of Services. Cost of services increased $4.0 million to $37.4 million in the second quarter of 2003 from $33.4 million in the second quarter of 2002. Cost of services as a percentage of services revenue increased to 81.4% in the second quarter of 2003 from 79.3% in the second quarter of 2002. These increases were attributable to increases in commissions payable to cruise lines allocable to ships covered by agreements that provide for increases in commissions in the second quarter of 2003 compared to the second quarter of 2002. Additionally, the increase as a percentage of services revenues was attributable to a decrease in revenues at our massage therapy schools in 2003 without a corresponding decline in fixed costs at the schools.
Cost of Products. Cost of products increased $0.8 million to $15.0 million in the second quarter of 2003 from $14.2 million in the second quarter of 2002. Cost of products as a percentage of products revenue was 75.0% in the second quarter of each of 2003 and 2002. The increase in cost of products was attributable to increases in commissions payable to cruise lines allocable to products sales on ships covered by agreements which provide for increases in commissions in the second quarter of 2003 compared to the second quarter of 2002, which was partially offset by increased efficiency at our product manufacturing facility.
Operating Expenses. Operating expenses increased $1.0 million to $7.5 million in the second quarter of 2003 from $6.5 million in the second quarter of 2002. Operating expenses as a percentage of revenues increased to 11.5% in the second quarter of 2003 from 10.6% in the second quarter of 2002. These increases were primarily attributable to the cost of additional personnel in the product manufacturing, product distribution, staff training and information technology areas in the second quarter of 2003, compared to the second quarter of 2002.
Other Income (Expense). Other income (expense) decreased $0.6 million to expense of $0.4 million in the second quarter of 2003 from (expense) of $1.0 million in the second quarter of 2002. This decrease was primarily attributable to the receipt of $400,000 of business interruption insurance proceeds. These proceeds relate to damages incurred by some of our Mandara resort spa properties as a result of a typhoon in Guam in December 2002.
Provision for Income Taxes. Provision for income taxes increased $0.1 million to $0.3 million in the second quarter of 2003 from $0.2 million in the second quarter of 2002. The provision for income taxes increased to an overall effective rate of 5.6% for the second quarter of 2003 from an overall effective rate of 3.3% for the second quarter of 2002 primarily due to the income earned in jurisdictions that tax our income increasing to a greater extent than our income earned in jurisdictions that do not tax our income.
Loss from Discontinued Operations, Net of Taxes. The loss from discontinued operations decreased $1.4 million to ($1.3) million in the second quarter of 2003 from ($2.7) million in the second quarter of 2002. The loss on disposal for the second quarter of 2003 was $715,000. The $2.7 million loss from operations in the second quarter of 2002 included the impact of the 17 day spas which were to be disposed of, compared to a $0.6 million loss from operations in the second quarter of 2003, which included the impact of only four day spas that were sold effective April 15, 2003.
Cumulative Effect of a Change in Accounting Principle, Net of Taxes. During the second quarter of 2002, in accordance with SFAS 142, we wrote-off $29.6 million in intangible assets. These intangibles assets primarily consisted of goodwill related to our July 2001 acquisitions of the Greenhouse and C.Spa day spa chains. The write-off has been accounted for as a cumulative effect of a change in accounting principle and has been recorded effective January 1, 2002.
Six Months Ended June 30, 2003 Compared to Six Months Ended June 30, 2002
Revenues. Revenues increased approximately 10.3%, or $12.2 million, to $131.0 million in the six months ended June 30, 2003 from $118.8 million in the six months ended June 30, 2002. Of this increase, $9.7 million was attributable to an increase in services revenues and $2.5 million was attributable to an increase in products revenues. The increase in revenues was primarily attributable to an average of seven additional spa ships in service in the six months ended June 30, 2003 compared to the six months ended June 30, 2002. The increase was also attributable to the operations of our spa at the Mohegan resort for a full quarter in 2003 compared to only a partial quarter in 2002, as well as the improved performance of our land-based spas in the six months ended June 30, 2003 compared to the six months ended June 30, 2002, which reflected significantly greater impact from the terrorist attacks of September 11, 2001. We had an average of 1,283 shipboard staff members in servic e in the six months ended June 30, 2003 compared to an average of 1,152 shipboard staff members in service in the six months ended June 30, 2002. Revenues per shipboard staff per day decreased by 2.6% to $380 in the six months ended June 30, 2003 from $390 in the six months ended June 30, 2002.
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Cost of Services. Cost of services increased $9.5 million to $74.1 million in the six months ended June 30, 2003 from $64.6 million in the six months ended June 30, 2002. Cost of services as a percentage of services revenue increased to 80.7% in the six months ended June 30, 2003 from 78.7% in the six months ended June 30, 2002. These increases were attributable to increases in commissions payable to cruise lines allocable to ships covered by agreements that provide for increases in commissions in the six months ended June 30, 2003 compared to the six months ended June 30, 2002. Additionally, the increase as a percentage of services revenues was attributable to a decrease in revenues at our massage therapy schools in 2003 without a corresponding decline in fixed costs at the schools.
Cost of Products. Cost of products increased $1.8 million to $29.4 million in the six months ended June 30, 2003 from $27.6 million in the six months ended June 30, 2002. Cost of products as a percentage of products revenue was 75.0% in each of the six months ended June 30, 2003 and 2002. The increase in cost of products was attributable to increases in commissions allocable to products sales on ships covered by agreements which provide for increases in commissions payable to cruise lines in the six months ended June 30, 2003 compared to the six months ended June 30, 2002, partially offset by increased efficiency of our manufacturing facility.
Operating Expenses. Operating expenses increased $2.1 million to $15.1 million in the six months ended June 30, 2003 from $13.0 million in the six months ended June 30, 2002. Operating expenses as a percentage of revenues increased to 11.5% in the six months ended June 30, 2003 from 10.9% in the six months ended June 30, 2002. These increases were primarily attributable to the cost of additional personnel in the product manufacturing, product distribution, staff training and information technology areas in the six months ended June 30, 2003, compared to the second quarter of 2002 and start-up costs related to the opening of our Elemis Day Spa in Coral Gables, Florida in February 2003.
Other Income (Expense). Other income (expense) decreased $0.4 million to expense of $1.4 million in the six months ended June 30, 2003 from expense of $1.8 million in the six months ended June 30, 2002. This decrease was primarily attributable to the receipt of $400,000 of business interruption insurance proceeds. These proceeds relate to damages incurred by some of our Mandara resort spa properties as a result of a typhoon in Guam in December 2002.
Provision for Income Taxes. Provision for income taxes increased $0.3 million to $0.7 million in the six months ended June 30, 2003 from $0.4 million in the six months ended June 30, 2002. The provision for income taxes increased to an overall effective rate of 5.8% for the six months ended June 30, 2003 from an overall effective rate of 3.1% for the six months ended June 30, 2002 primarily due to the income earned in jurisdictions that tax our income increasing to a greater extent than our income earned in jurisdictions that do not tax our income.
Loss from Discontinued Operations, Net of Taxes. The loss from discontinued operations decreased $2.3 million to ($3.1) million in the six months ended June 30, 2003 from ($5.4) million in the six months ended June 30, 2002. The loss on disposal for the six months ended June 30, 2003 was $1,548,000. The $5.4 million loss from operations in the six months ended June 30, 2002 included the impact of the 17 day spas which were to be disposed of, compared to a $1.6 million loss from operations in the six months ended June 30, 2003, which included the impact of only 14 of those day spas (ten of which were disposed of during the first quarter of 2003 and four of which were sold effective April 15, 2003).
Cumulative Effect of a Change in Accounting Principle, Net of Taxes. During the second quarter of 2002, in accordance with SFAS 142, we wrote-off $29.6 million in intangible assets. These intangibles primarily consisted of goodwill related to our July 2001 acquisitions of the Greenhouse Day Spa and C.Spa chains. The write-off has been accounted for as a cumulative effect of a change in accounting principle and has been recorded effective January 1, 2002.
Liquidity and Capital Resources
Cash flow from operating activities of continuing operations was $16.2 million for the first six months of 2003 and $8.2 million for the first six months of 2002. We had working capital of $599,000 at June 30, 2003, compared to working capital of $917,000 at December 31, 2002.
In July 2001, we purchased a 60% equity interest in each of Mandara Spa LLC ("Mandara US") and Mandara Spa Asia Limited ("Mandara Asia" and, collectively with Mandara US, referred to as "Mandara Spa"). Mandara Spa operates spas principally in the United States, the Caribbean, the Pacific and Asia. Mandara Spa also provides spa services for Norwegian Cruise Line, Orient Lines and Silverseas Cruises. Effective March 1, 2002, we acquired an additional approximately 20% interest in Mandara Spa LLC for consideration of approximately $2.9 million in cash and, effective December 31, 2002, we acquired the remaining interests in Mandara US (20%) and Mandara Asia (40%) in exchange for a total of 400,000 common shares, valued at approximately $5.6 million.
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In connection with the Mandara Spa acquisition, we paid $30.9 million in cash including ($1.5 million in transaction costs), $7.0 million in subordinated debt, $10.6 million in common shares and assumed $4.1 million of subordinated indebtedness and the selling equity holders guaranteed certain income levels for an 18-month period. If the income levels were not achieved, then, amounts owed on the subordinated debt would be reduced on a pro rata basis. We issued to the selling equity holders subordinated notes in the aggregate principal amount of $7,000,000, and which have an interest rate of 9% per annum and a maturity date of January 2, 2005 (the "Notes"). The Notes are subordinate in right of payment to Steiner's senior credit facility. Interest on the $1.4 million of the Notes issued to the former shareholders of Mandara Spa Asia (the "Mandara-Asia Notes") accrues, and is payable, quarterly. Interest on the $5.6 million of the Notes issued to the former members of Mandara Spa (the " Mandara-US Notes") accrues quarterly, but is payable on the maturity date. Amounts due under the Notes (both principal and interest) must be "earned" by Mandara Spa LLC and/or Mandara Asia Limited, as applicable, by generating income in the post-acquisition period. Interest on the Mandara-US Notes is not payable until the end of the earnout period. Hence, if not "earned," no interest or principal will be due on these Notes. Interest on the Mandara-Asia Notes accrues, and is payable, quarterly. However, if Mandara Spa Asia Limited fails to meet the earnout threshold, all interest payments previously paid to the former shareholders of Mandara Spa Asia Limited are required to be repaid to Steiner by such former shareholders. Because principal and interest due under the Mandara-US Notes, and the repayment of principal of the Mandara-Asia Notes are not payable until after the settlement of the earnout contingency, and if the earnout is not met, the notes are cancelable and any interest payments previously p aid to the former shareholders of Mandara Spa Asia Limited will be repaid to us, we have not recorded any purchase price (goodwill) related to the Notes. As of December 31, 2002, in connection with the earnout, approximately $2.8 million in principal (representing a reduction in the original principal amount) and $472,000 of interest is due under the Mandara - US Notes and $1.4 million in principal and $221,000 of interest is due under the Mandara - Asia Notes. In accordance with SFAS 141, these amounts have been recorded as a component of the purchase price of Mandara Spa.
In connection with our acquisition of Mandara Spa we incurred approximately $7.3 million in costs from July 2001 through March 2002 relating to the completion of the build-out of certain luxury spa facilities operating under the "Mandara" name.
In July 2001, we entered into a credit agreement with a syndicate of banks that provides for a term loan of $45 million and a revolving credit facility of up to $10 million. Borrowings under the credit agreement are secured by substantially all of our assets and bear interest primarily at London Interbank Offered Rate ("LIBOR") based rates plus a spread that is dependent upon our financial performance. Borrowings under the term loan were used to fund acquisitions and borrowings under the revolving facility have been used for working capital needs. As of June 30, 2003, approximately $18.0 million was outstanding under the term loan and approximately $9.8 million was outstanding under the revolving facility. At June 30, 2003, the effective rates on the term loan and revolving facility were approximately 6.2% and 4.8%, respectively.
The credit agreement contains customary affirmative, negative and financial covenants, including limitations on dividends, capital expenditures and funded debt, and requirements to maintain prescribed interest expense and fixed charge coverage ratios. As of June 30, 2003, we were in compliance with these covenants.
Other limitations on capital expenditures, or on other operational matters, could apply in the future. Also, the amendment to our credit facility in the first quarter of 2003 provided us with partial relief with respect to principal payments for the first quarter of 2003. A result of that relief is that we will be required to use a portion of our cash flow to make interest payments with respect to that unpaid principal.
Effective September 28, 2001, we entered into an interest rate swap agreement to reduce our exposure to market risks from changing interest rates. Under the swap agreement, we agree to exchange the difference between fixed and variable interest amounts calculated by reference to a notional principal amount. Any differences paid or received on interest rate swap agreements are recognized as adjustments to interest expense over the life of each swap, thereby adjusting the effective interest rate on the underlying obligation. We do not hold or issue such financial instruments for trading purposes. Derivatives used for hedging purposes must be designated as, and effective as, a hedge of the identified risk exposure at the inception of the contract. Accordingly, changes in the fair value of the derivative contract must be highly correlated with changes in the fair value of the underlying hedged item at inception of the hedge and over the life of the hedge contract.
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The interest rate swap has a notional amount of $9.0 million as of June 30, 2003 and matures on September 30, 2003. The interest rate swap agreement effectively converts a portion of the Company's LIBOR-based variable rate borrowings into fixed rate borrowings with a pay rate of 7.68%. The Company recorded in accumulated other comprehensive income unrealized gains (losses) of $(121,000) and $81,000 for the three months ended June 30, 2002 and 2003, respectively and $25,000 and $162,000 for the six months ended June 30, 2002 and 2003, respectively in connection with this swap. There was no gain or loss on the swap as a result of ineffectiveness. Prepayment of the loan, changes in counterparty credit worthiness and changing market conditions could result in the reclassification into earnings of gains and losses that are reported in accumulated other comprehensive income (loss). The Company reclassified losses of $(101,000) and $(80,000) related to the interest rate swap into intere st expense in the three months ended June 30, 2002 and 2003, respectively, and $(209,000) and $(216,000) in the six months ended June 30, 2002 and 2003, respectively. Approximately $71,000 in losses are expected to be reclassified into earnings within the next 12 months as interest payments occur.
In July 2001, the Company purchased the assets of the Greenhouse Day Spa business. As a result, we acquired 11 luxury day spas under the "Greenhouse" name at various locations in the United States and acquired the "Greenhouse" mark. Also in July 2001, we purchased the entity that operated six C.Spa day spas in California. We opened an additional "Greenhouse" day spa in February 2002.
In the fourth quarter of 2002, the Company decided to dispose of, or otherwise close, 17 of those 18 day spas. The remaining day spa is located at a hotel and is continuing to operate as part of our resort spa operations. In the fourth quarter of 2002, the Company began negotiations with potential third party acquirers of the assets of those day spas as well as with landlords at the shopping centers and other venues where those day spas are located. During the first quarter of 2003, we disposed of the assets of ten day spas and the assets of the remaining four spas to be disposed of were sold effective April 15, 2003.
These transactions involved our paying to landlords of the day spa premises amounts representing various portions of the remaining terms of the leases involved. In the transactions involving transfers of spa assets and assignments of the leases, we typically were required to make payments to those acquirers in consideration of their assuming both the lease in question and certain gift certificate liabilities related to the spas in question. The lease assignments to third parties generally did not include releases from the landlords of the spas in question and, accordingly, to the extent that these third parties fail to pay rent under the leases, we would remain liable for that rent. We would, in those instances, have a cause of action for such rental amounts against those third parties. The total amount that we remain liable for under such assigned leases, if the assignees fail to make the payments that they are required to make, is approximately $6 million.
In addition, in connection with these discontinued operations, Celeste Dunn, President of our Steiner Day Spas, Inc. subsidiary, terminated her employment with the Company and received options to purchase 100,000 common shares of the Company and a severance payment of $748,000 during the six months ended June 30, 2003.
We believe that cash generated from operations is sufficient to satisfy the cash required to operate our current business for the foreseeable future. To the extent there is a significant slow-down in travel resulting from terrorist attacks, other international hostilities or any other reasons, cash generated from operations may not satisfy the cash required to operate our business. In that case we would need outside financing which may not be available on commercially acceptable terms, or at all.
Inflation and Economic Conditions
We do not believe that inflation has had a material adverse effect on revenues or results of operations. However, public demand for activities, including cruises, is influenced by general economic conditions, including inflation. Periods of economic recession or high inflation, particularly in North America where a substantial number of cruise passengers reside, could have a material adverse effect on the cruise industry upon which we are dependent. The current softness of the economy in North America and over-capacity in the cruise industry could have a material adverse effect on our business, results of operations and financial condition.
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Cautionary Statement Regarding Forward-Looking Statements
From time to time, including in this report, we may publish "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements reflect our current views about future events and are subject to known and unknown risks, uncertainties and other factors which may cause our actual results to differ materially from those expressed or implied by such forward-looking statements.
Such forward-looking statements include statements regarding:
Factors that could cause actual results to differ materially from those expressed or implied by our forward-looking statements include the following:
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These risks and other risks are detailed in our Annual Report on Form 10-K filed with the Securities and Exchange Commission. That report contains important cautionary statements and a discussion of many of the factors that could materially affect the accuracy of our forward-looking statements and/or adversely affect our business, results of operations and financial position.
Forward-looking statements should not be relied upon as predictions of actual results. Subject to any continuing obligations under applicable law, we expressly disclaim any obligation to disseminate, after the date of this report, any updates or revisions to any such forward-looking statements to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Our major market risk exposure is changing interest rates. Our policy is to manage interest rate risk through the use of a combination of fixed and floating rate debt and interest rate derivatives based upon market conditions. Our objective in managing the exposure to interest rate changes is to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. To achieve our objectives, we use interest rate swaps to manage net exposure to interest rate changes to our borrowings. These swaps are entered into with a group of financial institutions with investment grade credit ratings, thereby reducing the risk of credit loss.
Effective September 28, 2001, we entered into an interest rate swap agreement to reduce our exposure to market risks from changing interest rates. Under the swap agreement, we agreed to exchange the difference between fixed and variable interest amounts calculated by reference to a notional principal amount. Any differences paid or received on interest rate swap agreements are recognized as adjustments to interest expense over the life of each swap, thereby adjusting the effective interest rate on the underlying obligation. We do not hold or issue such financial instruments for trading purposes. Derivatives used for hedging purposes must be designated as, and effective as, a hedge of the identified risk exposure at the inception of the contract. Accordingly, changes in the fair value of the derivative contract must be highly correlated with changes in the fair value of the underlying hedged item at inception of the hedge and over the life of the hedge contract.
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The interest rate swap has a notional amount of $9.0 million as of June 30, 2003 and matures on September 30, 2003. The interest rate swap agreement effectively converts a portion of the Company's LIBOR-based variable rate borrowings into fixed rate borrowings with a pay rate of 7.68%. The Company recorded in accumulated other comprehensive income unrealized gains (losses) of $(121,000) and $81,000 for the three months ended June 30, 2002 and 2003, respectively and $25,000 and $162,000 for the six months ended June 30, 2002 and 2003, respectively in connection with this swap. There was no gain or loss on the swap as a result of ineffectiveness. Prepayment of the loan, changes in counterparty credit worthiness and changing market conditions could result in the reclassification into earnings of gains and losses that are reported in accumulated other comprehensive income (loss). The Company reclassified losses of $(101,000) and $(80,000) related to the interest rate swap into intere st expense in the three months ended June 30, 2002 and 2003, respectively, and $(209,000) and $(216,000) in the six months ended June 30, 2002 and 2003, respectively. Approximately $71,000 in losses are expected to be reclassified into earnings within the next 12 months as interest payments occur.
Item 4. Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this quarterly report. Based upon that evaluation, our Chief Executive Officer and Vice President - Finance concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report in accumulating and communicating to our management, including those two persons, material information required to be included in the reports we file or submit under the Securities Exchange Act of 1934 as appropriate to allow timely decisions regarding required disclosure.
Based on an evaluation, under the supervision and with the participation of our management, including our Chief Executive officer and Vice President - Finance, there has been no change in our internal control over financial reporting during our last fiscal quarter, identified in connection with that evaluation, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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Item 4. Submission of Matters to a Vote of Security Holders
The annual meeting of shareholders of the Company (the "Annual Meeting") was held on June 19, 2003. At the Annual Meeting, the following matters were considered and voted upon:
Clive E. Warshaw was re-elected as director on the results of the vote indicated below, and the terms of office of the following directors continued after the Annual Meeting: Leonard I. Fluxman, Michele Steiner Warshaw, Charles D. Finkelstein, Jonathan D. Mariner and Steven J. Preston. The votes cast with respect to the election of Mr. Warshaw were as follows: 12,875,246 shares were voted for the election of Mr. Warshaw and 31,985 shares were voted against the election of Mr. Warshaw.
In addition, the selection of Ernst & Young LLP as independent auditors for the Company for the fiscal year ending December 31, 2003 was ratified based on the results of the following vote: 12,905,915 shares were voted for the ratification of the selection of Ernst & Young LLP and 426 shares were voted against such selection, with 890 shares abstaining from the vote.
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Item 6. |
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(a) Exhibits |
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10.27 |
Amended and Restated Employment Agreement dated May 14, 2003 between Steiner Leisure Limited and Glenn Fusfield. |
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31.1 |
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2 |
Rule 13a-14(a)/15d-14(a) Certification of Vice President - Finance pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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32 |
Section 1350 Certification of Chief Executive Officer and Vice President - Finance pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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(b) Reports on Form 8-K |
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We filed or furnished the following reports on Form 8-K during the fiscal quarter ended June 30, 2003: |
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Pursuant to the requirements 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.
Dated: August 14, 2003
STEINER LEISURE LIMITED
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(Registrant) |
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/s/ Clive E. Warshaw
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Clive E. Warshaw |
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/s/ Leonard I. Fluxman
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Leonard I. Fluxman |
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/s/ Robert H. Lazar
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Robert H. Lazar |
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Exhibit Number |
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10.27 |
Amended and Restated Employment Agreement dated May 14, 2003 between Steiner Leisure Limited and Glenn Fusfield. |
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31.1 |
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2 |
Rule 13a-14(a)/15d-14(a) Certification of Vice President - Finance pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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32 |
Section 1350 Certification of Chief Executive Officer and Vice President - Finance pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |