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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

     
       

FORM 10-Q

(Mark One)

     

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

   

For the quarterly period ended September 30, 2003

     

OR

       

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

       
 

For the transition period from

_____________

to ______________

 
 

STEINER LEISURE LIMITED
(Exact name of Registrant as Specified in its Charter)

       

Commission File Number: 0-28972

       
 

Commonwealth of The Bahamas

 

98-0164731

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

       
 

Suite 104A, Saffrey Square

   
 

Nassau, The Bahamas

 

Not Applicable

 

(Address of principal executive offices)

 

(Zip Code)

 

(242) 356-0006
(Registrant's telephone number, including area code)

       
       
 

(Former name , former address and former fiscal year, if changed since last report)

 
 

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

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).             [4 ]  Yes    [   ]  No

 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

   

Class

Outstanding

Common Shares, par value (U.S.) $.01 per share

16,463,745, which excludes 1,866,406 treasury shares as of November 10, 2003


 

STEINER LEISURE LIMITED

 

INDEX

     

PART I. FINANCIAL INFORMATION

Page No.

       

ITEM 1.

Unaudited Financial Statements

 

3

     
 

Condensed Consolidated Balance Sheets as of December 31,
2002 and September 30, 2003

3

     
 

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2002 and 2003

4

     
 

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2002 and 2003

5

     
 

Notes to Condensed Consolidated Financial Statements

7

     

ITEM 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

14

       

ITEM 3.

Quantitative and Qualitative Disclosures about Market Risk

25

       

ITEM 4.

Controls and Procedures

 

26

       

PART II. OTHER INFORMATION

   
       

ITEM 6.

Exhibits and Reports on Form 8-K

 

27

   

SIGNATURES

28

   

2


 

PART I. - FINANCIAL INFORMATION

Item 1. Unaudited Financial Statements

STEINER LEISURE LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

December 31,

September 30,

2002

2003

ASSETS

(Unaudited)

CURRENT ASSETS:

Cash and cash equivalents

$

15,175,000

$

22,345,000

Accounts receivable, net

12,348,000

10,410,000

Accounts receivable - students, net

4,481,000

4,747,000

Inventories

16,637,000

15,066,000

Assets held for sale

322,000

745,000

Other current assets

6,210,000

5,082,000

    Total current assets

55,173,000

58,395,000

PROPERTY AND EQUIPMENT, net

49,087,000

48,986,000

GOODWILL, net

46,340,000

46,590,000

OTHER ASSETS:

Intangible assets, net

5,980,000

5,510,000

Deferred financing costs, net

1,083,000

810,000

Other

1,948,000

1,821,000

    Total other assets

9,011,000

8,141,000

    Total assets

$

159,611,000

$

162,112,000

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:

Accounts payable

$

7,981,000

$

5,543,000

Accrued expenses

15,524,000

17,520,000

Current portion of long-term debt

14,528,000

13,878,000

Liabilities related to assets held for sale

8,378,000

3,620,000

Current portion of deferred tuition revenue

5,286,000

6,039,000

Gift certificate liability

542,000

577,000

Income taxes payable

2,017,000

1,980,000

    Total current liabilities

54,256,000

49,157,000

LONG-TERM DEBT, net of current portion

27,713,000

19,119,000

LONG-TERM DEFERRED RENT

1,050,000

937,000

LONG-TERM DEFERRED TUITION REVENUE

96,000

90,000

MINORITY INTEREST

50,000

42,000

SHAREHOLDERS' EQUITY:

Preferred shares, $.0l par value; 10,000,000 shares authorized, none

  issued and outstanding

--

--

Common shares, $.0l par value; 100,000,000 shares authorized,

  18,248,000 shares issued in 2002 and 18,330,000 shares issued

  in 2003

182,000

183,000

Additional paid-in capital

39,701,000

40,851,000

Accumulated other comprehensive income

614,000

1,583,000

Retained earnings

65,320,000

79,521,000

Treasury shares, at cost, 1,866,000 shares in 2002 and 2003

(29,371,000

)

(29,371,000

)

    Total shareholders' equity

76,446,000

92,767,000

    Total liabilities and shareholders' equity

$

159,611,000

$

162,112,000

The accompanying notes to condensed consolidated financial statements are an integral part of these balance sheets.

3


 

STEINER LEISURE LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2003

(Unaudited)

 

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

   

2002

     

2003

     

2002

     

2003

 

REVENUES:

                             

Services

$

45,932,000

   

$

52,717,000

   

$

127,956,000

   

$

144,489,000

 

Products

 

21,088,000

     

22,246,000

     

57,844,000

     

61,471,000

 

Total revenues

 

67,020,000

     

74,963,000

     

185,800,000

     

205,960,000

 

COST OF SALES:

                             

Cost of services

 

36,664,000

     

42,156,000

     

101,219,000

     

116,238,000

 

Cost of products

 

15,807,000

     

16,631,000

     

43,384,000

     

46,049,000

 

Total cost of sales

 

52,471,000

     

58,787,000

     

144,603,000

     

162,287,000

 

Gross profit

 

14,549,000

     

16,176,000

     

41,197,000

     

43,673,000

 

OPERATING EXPENSES:

                             

Administrative

 

3,274,000

     

3,777,000

     

9,361,000

     

10,482,000

 

Salary and payroll taxes

3,510,000

4,199,000

10,414,000

12,616,000

Total operating expenses

 

6,784,000

     

7,976,000

     

19,775,000

     

23,098,000

 

Income from operations

 

7,765,000

     

8,200,000

     

21,422,000

     

20,575,000

 

OTHER INCOME (EXPENSE):

                             

Interest expense

 

(946,000

)

   

(832,000

)

   

(2,836,000

)

   

(2,651,000

)

Other income

21,000

68,000

106,000

493,000

Total other income (expense)

 

(925,000

)

   

(764,000

)

   

(2,730,000

)

   

(2,158,000

)

Income from continuing operations before

                             

provision for income taxes, minority

                             

interest and equity investment

 

6,840,000

     

7,436,000

     

18,692,000

     

18,417,000

 

PROVISION FOR INCOME TAXES

 

346,000

     

562,000

     

718,000

     

1,204,000

 

Income from continuing operations before

                             

minority interest and equity investment

 

6,494,000

     

6,874,000

     

17,974,000

     

17,213,000

 

MINORITY INTEREST

 

(461,000

)

   

2,000

     

(1,220,000

)

   

8,000

 

INCOME IN EQUITY INVESTMENT

 

88,000

     

109,000

     

234,000

     

249,000

 

Income from continuing operations before

                             

discontinued operations and cumulative effect

                             

of a change in accounting principle

 

6,121,000

     

6,985,000

     

16,988,000

     

17,470,000

 

LOSS FROM DISCONTINUED OPERATIONS

                             

(which includes loss on disposal in 2003 of

                             

$94,000 and $1,642,000 for the three

                             

and nine months ended September 30, 2003,

                             

respectively), net of taxes

 

(2,083,000

)

   

(135,000

)

   

(7,525,000

)

   

(3,269,000

)

CUMULATIVE EFFECT OF A CHANGE IN

                             

ACCOUNTING PRINCIPLE, net of taxes

 

--

     

--

     

(29,643,000

)

   

--

 

Net income (loss)

$

4,038,000

   

$

6,850,000

   

$

(20,180,000

)

 

$

14,201,000

 

Income (loss) per share-basic:

                             

Income before discontinued operations and

                             

cumulative effect of a change in accounting

                             

principle

$

0.38

   

$

0.43

   

$

1.07

   

$

1.07

 

Loss from discontinued operations

 

(0.13

)

   

(0.01

)

   

(0.48

)

   

(0.20

)

Cumulative effect of a change in accounting

                             

principle

 

--

     

--

     

(1.86

)

   

--

 
 

$

0.25

   

$

0.42

   

$

(1.27

)

 

$

0.87

 

Income (loss) per share-diluted:

                             

Income before discontinued operations and

                             

cumulative effect of a change in accounting

                             

principle

$

0.38

   

$

0.41

   

$

1.05

   

$

1.05

 

Loss from discontinued operations

 

(0.13

)

   

--

     

(0.46

)

   

(0.20

)

Cumulative effect of a change in accounting

                             

principle

 

--

     

--

     

(1.83

)

   

--

 

$

0.25

$

0.41

$

(1.24

)

$

0.85

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 NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2003

(Unaudited)

Nine Months Ended

September 30,

2002

2003

CASH FLOWS FROM OPERATING ACTIVITIES
  OF CONTINUING OPERATIONS:

Net income (loss)

$

(20,180,000

)

$

14,201,000

Loss from discontinued operations

7,525,000

1,627,000

Loss on disposal of discontinued operations

-

1,642,000

Cumulative effect of a change in accounting principle

29,643,000

--

Income from continuing operations

16,988,000

17,470,000

Adjustments to reconcile income from continuing
  operations to net cash provided by operating activities
  of continuing operations:

    Depreciation and amortization

4,152,000

5,765,000

    Provision for doubtful accounts

729,000

193,000

    Minority interest

1,220,000

(8,000

)

    Income in equity investment

 

(234,000

)

     

(249,000

)

(Increase) decrease in:

    Accounts receivable

(1,979,000

)

1,834,000

    Inventories

(879,000

)

1,797,000

    Other current assets

(3,276,000

)

1,517,000

    Other assets

952,000

378,000

Increase (decrease) in:

    Accounts payable

(1,597,000

)

(2,511,000

)

    Accrued expenses

1,653,000

2,858,000

    Income taxes payable

323,000

(55,000

)

    Deferred tuition revenue

(446,000

)

747,000

    Gift certificate liability

 

(75,000

)

     

35,000

 

Net cash provided by operating activities of
   continuing operations



17,531,000

     



29,771,000

 

CASH FLOWS FROM INVESTING ACTIVITIES
  OF CONTINUING OPERATIONS:

Proceeds from maturities of marketable securities

515,000

--

Capital expenditures

(5,209,000

)

(4,798,000

)

Acquisition, net of cash acquired

(971,000

)

(250,000

)

Net cash used in investing activities of
   continuing operations



(5,665,000


)



(5,048,000


)

 

(Continued)

5


STEINER LEISURE LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - (CONTINUED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2003

(Unaudited)

 

 

Nine Months Ended

 

September 30,

 

2002

     

2003

 

CASH FLOWS FROM FINANCING ACTIVITIES
  OF CONTINUING OPERATIONS:

               

Proceeds from long-term debt

$

6,683,000

     

$

--

 

Payments on long-term debt

 

(10,571,000

)

     

(9,997,000

)

Debt issuance costs

 

(248,000

)

     

(468,000

)

Proceeds from share option exercises

 

2,026,000

       

1,051,000

 

Net cash used in financing activities
   of continuing operations



(2,110,000


)

   



(9,414,000


)

EFFECT OF EXCHANGE RATE

               

  CHANGES ON CASH

 

57,000

       

211,000

 

NET CASH USED IN DISCONTINUED OPERATIONS

 

(6,393,000

)

     

(8,350,000

)

NET INCREASE IN CASH

               

  AND CASH EQUIVALENTS

 

3,420,000

       

7,170,000

 

CASH AND CASH EQUIVALENTS,

               

  Beginning of period

 

10,242,000

       

15,175,000

 

CASH AND CASH EQUIVALENTS,

               

  End of period

$

13,662,000

     

$

22,345,000

 

SUPPLEMENTAL DISCLOSURES OF
   CASH FLOW INFORMATION:

               

Cash paid during the period for:

               

    Interest

$

2,456,000

     

$

1,686,000

 
                 

    Income taxes

$

871,000

     

$

1,349,000

 

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 and subsidiaries ("Steiner Leisure" or the "Company") for the three and nine months ended September 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 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,

September 30,

2002

2003

Finished Goods

$

12,602,000

$

11,572,000

Raw Materials

4,035,000

3,494,000

$

16,637,000

$

15,066,000

7


 

(b)

Goodwill

Pursuant to Statement of Financial Accounting Standards ("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 an 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 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 $(12,000) and $(55,000) for the three months ended September 30, 2002 and 2003, respectively, and approximately $64,000 and $(75,000) for the nine months ended September 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
September 30,

   

Nine Months Ended
September 30,

 

2002

   

2003

   

2002

   

2003

Weighted average shares outstanding used in

                   

   calculating basic earnings per share

15,980,000

   

16,418,000

   

15,918,000

   

16,399,000

Dilutive common share equivalents

81,000

   

444,000

   

324,000

   

212,000

Weighted average common and common equivalent

                   

   shares used in calculating diluted earnings per share

16,061,000

   

16,862,000

   

16,242,000

   

16,611,000

Options outstanding which are not included in the

                   

   calculation of diluted earnings per share because

                   

   their impact is anti-dilutive

3,249,000

1,366,000

1,840,000

1,913,000

For the nine months ended September 30, 2003, 81,000 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 nine months ended September 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
September 30,

   

Nine Months Ended
September 30,

 
     

2002

   

2003

   

2002

   

2003

 

Compensation expense

As reported

$

--

 

$

--

 

$

--

 

$

--

 
 

Pro forma

 

1,945,000

   

2,417,000

   

6,010,000

   

7,071,000

 

Net income (loss)

As reported

 

4,038,000

   

6,850,000

   

(20,180,000

)

 

14,201,000

 
 

Pro forma

 

2,093,000

   

4,433,000

   

(26,190,000

)

 

7,130,000

 

Basic earnings per share

As reported

 

0.25

   

0.42

   

(1.27

)

 

0.87

 
 

Pro forma

 

0.13

   

0.27

   

(1.65

)

 

0.43

 

Diluted earnings per share

As reported

 

0.25

   

0.41

   

(1.24

)

 

0.85

 
 

Pro forma

 

0.13

   

0.26

   

(1.61

)

 

0.43

 

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 60.0% and 58.5% for the three and nine months ended September 30, 2002 and 2003, respectively, risk-free interest rate of 6.0% and 4.0%, no dividends and expected term of 6.5 and 6.0 years, respectively.

(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, 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. In October 2003, FASB deferred the effective date of FIN 46 for all variable interest entities to the first reporting period ending after December 15, 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 September 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
September 30,

     

Nine Months Ended
September 30,

 
     

2002

   

2003

     

2002

     

2003

 

Revenues

 

$

3,357,000

 

$

--

 

$

 

10,519,000

 

$

 

2,788,000

 

Loss from operations, net of taxes

(2,083,000

)

(41,000

)

(7,525,000

)

(1,627,000

)

Loss on disposal, net of taxes

--

(94,000

)

--

(1,642,000

)

 

December 31,

September 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

$

1,779,000

Gift certificate liability

6,011,000

1,466,000

Other liabilities

1,493,000

375,000

$

8,378,000

$

3,620,000

 

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 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 of the Company valued at $100,000.

(5)

DERIVATIVE FINANCIAL INSTRUMENT:

Effective September 28, 2003, 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 $6.8 million as of September 30, 2003 and matures on July 2, 2004. The interest rate swap agreement effectively converts a portion of the Company's London Interbank Offered Rate ("LIBOR") based variable rate borrowings into fixed rate borrowings with a pay rate of 5.08%. The Company recorded in accumulated other comprehensive income unrealized gains (losses) of $(11,000) and $56,000 for the three months ended September 30, 2002 and 2003, respectively and $14,000 and $218,000 for the nine months ended September 30, 2002 and 2003, respectively, in connection with this swap. There was no gain or loss on the swap. 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. The Company reclassified losses of $(103,000) and $(71,000) related to the interest rate swap into inter est expense in the three months ended September 30, 2002 and 2003, respectively, and $(312,000) and $(288,000) in the nine months ended September 30, 2002 and 2003, respectively. Approximately $15,000 in losses are expected to be reclassified into earnings within the next 9 months as interest payments occur.

(6)

ACCRUED EXPENSES:

Accrued expenses consist of the following:

   

December 31,

   

September 30,

   

2002

   

2003

           

Operative commissions

$

2,050,000

 

$

2,280,000

Minimum line commissions

 

6,066,000

   

5,577,000

Payroll and bonuses

 

2,164,000

   

3,490,000

Rent

 

932,000

   

532,000

Interest

 

95,000

   

103,000

Other

 

4,217,000

   

5,538,000

   Total

$

15,524,000

$

17,520,000

11


 

(7)

LONG-TERM DEBT:

Long-term debt consists of the following:

   

December 31,

   

September 30,

 
   

2002

   

2003

 
             

Term loan

$

23,347,000

 

$

13,500,000

 

Revolving loan

 

9,796,000

   

9,796,000

 

Subordinated notes

 

4,608,000

   

5,098,000

 

Note payable

 

4,100,000

   

4,100,000

 

Other debt

 

390,000

   

503,000

 

   Total long-term debt

 

42,241,000

   

32,997,000

 

Less: current portion

 

(14,528,000

)

 

(13,878,000

)

   Long-term debt, net of current portion

$

27,713,000

$

19,119,000

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 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 term loan is July 2, 2004. In October 2003, the Company entered into a commitment with its lenders to amend and restate the credit agreement. The terms and conditions of the new agreement would be substantially the same as the current agreement, except that the maturity date of the revolving loan is proposed to be extended one year to July 2, 2005. Management expects to finalize the amended and resta ted credit agreement, including the extension of the maturity date during the fourth quarter of 2003, and as a result has classified amounts outstanding under the credit facility as long term obligations. The interest rate as of September 30, 2003 was 3.6% per annum for both the term loan and the revolving facility. As of September 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 September 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 (collectively referred to as the "Notes"), which are discussed in more detail below in Item 2 under "Liquidity and Capital Resources." 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 9% per annum due quarterly and matures on various dates through March 31, 2006.

All of the long-term debt is denominated in US dollars.

12


 

(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
September 30,

   

Nine Months Ended
September 30,

 
   

2002

   

2003

   

2002

   

2003

 

Net income (loss)

$

4,038,000

 

$

6,850,000

 

$

(20,180,000

)

$

14,201,000

 

Unrealized gain (loss) on interest rate

                       

   swap, net of taxes

 

(11,000

)

 

56,000

   

14,000

   

218,000

 

Foreign currency translation adjustments,

                       

   net of taxes

 

178,000

   

242,000

   

1,042,000

   

751,000

 

Comprehensive income (loss)

$

4,205,000

$

7,148,000

$

(19,124,000

)

$

15,170,000

 

(9)

SEGMENT INFORMATION:

Information about the Company's Spa Operations and Massage Therapy Schools segments for the three and nine months ended September 30, 2002 and 2003 is as follows:

   

Three Months Ended
September 30,

   

Nine Months Ended
September 30,

 
   

2002

   

2003

   

2002

   

2003

 

Revenues:

                       

   Spa Operations

$

63,408,000

 

$

71,053,000

 

$

173,687,000

 

$

194,032,000

 

   Schools

3,612,000

3,910,000

12,113,000

11,928,000

 

$

67,020,000

 

$

74,963,000

 

$

185,800,000

 

$

205,960,000

 

Operating Income:

                       

   Spa Operations

$

8,135,000

 

$

7,926,000

 

$

21,043,000

 

$

19,746,000

 

   Schools

 

(370,000

)

 

274,000

   

379,000

   

829,000

 

$

7,765,000

$

8,200,000

$

21,422,000

$

20,575,000

 

   

December 31,

 

September 30,

 
   

2002

     

2003

 
               

Identifiable Assets:

             

   Spa Operations

$

136,817,000

   

$

139,452,000

 

   Schools

 

22,794,000

     

22,660,000

 

$

159,611,000

$

162,112,000

Included in identifiable assets of the Spa Operations segment at December 31, 2002 and September 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


General

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 revenues and, in certain cases, a minimum annual rental or a combination of both.

In July 2001, we acquired 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 September 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 nine 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 (including those that operate spas and massage therapy schools, perform administrative services and sell products) 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. Ou r subsidiaries that own and operate our Mandara spas 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 September 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 $23.3 million (which includes $22.6 million related to our discontinued operations) as of September 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. In October 2003, the FASB deferred the effective date of FIN 46 for all variable interest entities to the first reporting period ending after December 15, 2003. Management is currently assessing the impact of FIN 46 on the Company's 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 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
September 30,

 

Nine Months Ended
September 30,

   

2002

2003

2002

2003

Revenues:
   Services


68.5


%


70.3


%

 


68.9


%


70.2


%

   Products

31.5

 

29.7

   

31.1

 

29.8

 

      Total revenues

100.0

 

100.0

   

100.0

 

100.0

 

Cost of revenues:

                 

   Cost of services

54.7

 

56.2

   

54.5

 

56.4

 

   Cost of products

23.6

 

22.2

   

23.3

 

22.4

 

      Total cost of revenues

78.3

 

78.4

   

77.8

 

78.8

 

   Gross profit

21.7

 

21.6

   

22.2

 

21.2

 

Operating expenses:

                 

   Administrative

4.9

 

5.1

   

5.1

 

5.1

 

   Salary and payroll taxes

5.2

 

5.6

   

5.6

 

6.1

 

      Total operating expenses

10.1

 

10.7

   

10.7

 

11.2

 

      Income from operations

11.6

 

10.9

   

11.5

 

10.0

 

Other income (expense):

                 

   Interest expense

(1.4

)

(1.1

)

 

(1.5

)

(1.3

)

   Other income

--

 

0.1

   

0.1

 

0.3

 

   Total other income (expense)

(1.4

)

(1.0

)

 

(1.4

)

(1.0

)

Income from continuing operations before provision    for income taxes, minority interest and equity    investment



10.2

 



9.9

   



10.1

 



9.0

 

Provision for income taxes

0.5

 

0.7

   

0.4

 

0.6

 

Income from continuing operations before minority    interest and equity investment


9.7

 


9.2

   


9.7

 


8.4

 

Minority interest and equity investment

(0.6

)

0.1

   

(0.6

)

0.1

 

Income from continuing operations before    discontinued operations and cumulative effect of a    change in accounting principle



9.1

 



9.3

   



9.1

 



8.5



Loss from discontinued operations, net of taxes

(3.1

)

(0.2

)

 

(4.1

)

(1.6

)

Cumulative effect of a change in accounting
   principle, net of taxes


- --

 


- --

   


(15.9


)


- --


Net income (loss)

6.0

%

9.1

%

 

(10.9

)%

6.9

%

Three Months Ended September 30, 2003 Compared to Three Months Ended September 30, 2002

Revenues. Revenues increased approximately 11.9%, or $8.0 million, to $75.0 million in the third quarter of 2003 from $67.0 million in the third quarter of 2002. Of this increase, $6.8 million was attributable to an increase in services revenues and $1.2 million was attributable to an increase in products revenues. The increase in revenues was primarily attributable to an average of eight additional spa ships in service in the third quarter of 2003 compared to the third quarter of 2002. The increase was also attributable to the improved performance of our land-based spas in the third quarter of 2003 compared to the third quarter of 2002, which reflected significantly greater impact from the terrorist attacks of September 11, 2001. We had an average of 1,381 shipboard staff members in service in the third quarter of 2003 compared to an average of 1,224 shipboard staff members in service in the third quarter of 2002. Revenues per shipboard staff per day decreased by 1.0% to $410 in the third quarter of 2003 from $413 in the third quarter of 2002.

17


Cost of Services. Cost of services increased $5.5 million to $42.2 million in the third quarter of 2003 from $36.7 million in the third quarter of 2002. Cost of services as a percentage of services revenue increased to 80.0% in the third quarter of 2003 from 79.8% in the third 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 third quarter of 2003 compared to the third quarter of 2002.

Cost of Products. Cost of products increased $0.8 million to $16.6 million in the third quarter of 2003 from $15.8 million in the third quarter of 2002. Cost of products as a percentage of products revenue decreased to 74.8% in the third quarter of 2003 from 75.0% in the third quarter of 2002. This decrease was attributable to increased efficiency at our product manufacturing facility, partially offset by increases in commissions payable to cruise lines allocable to products sales on ships covered by agreements which provide for increases in commissions in the third quarter of 2003 compared to the third quarter of 2002.

Operating Expenses. Operating expenses increased $1.2 million to $8.0 million in the third quarter of 2003 from $6.8 million in the third quarter of 2002. Operating expenses as a percentage of revenues increased to 10.7% in the third quarter of 2003 from 10.1% in the third 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 third quarter of 2003, compared to the third quarter of 2002 and costs incurred in connection with the implementation of our new inventory procurement system.

Other Income (Expense). Other income (expense) decreased $0.1 million to expense of $0.8 million in the third quarter of 2003 from expense of $0.9 million in the third quarter of 2002. This decrease was primarily attributable to a reduction in interest expense as a result of a reduction in the outstanding principal amount of our term loan.

Provision for Income Taxes. Provision for income taxes increased $0.2 million to $0.6 million in the third quarter of 2003 from $0.4 million in the third quarter of 2002. The provision for income taxes increased to an overall effective rate of 7.6% for the third quarter of 2003 from an overall effective rate of 5.1% for the third 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 $2.0 million to ($0.1) million in the third quarter of 2003 from ($2.1) million in the third quarter of 2002. The loss on disposal for the third quarter of 2003 was $94,000. The loss from discontinued operations in the third quarter of 2002 included the impact of the 17 day spas which were to be disposed of, compared to a $0.1 million loss from operations in the third quarter of 2003, which represents costs incurred to wind down the day spa operations that were previously disposed of.

Nine Months Ended September 30, 2003 Compared to Nine Months Ended September 30, 2002

Revenues. Revenues increased approximately 10.9%, or $20.2 million, to $206.0 million in the nine months ended September 30, 2003 from $185.8 million in the nine months ended September 30, 2002. Of this increase, $16.5 million was attributable to an increase in services revenues and $3.7 million was attributable to an increase in products revenues. The increase in revenues was primarily attributable to an average of eight additional spa ships in service in the nine months ended September 30, 2003 compared to the nine months ended September 30, 2002. The increase was also attributable to the improved performance of our land-based spas in the nine months ended September 30, 2003 compared to the nine months ended September 30, 2002, which reflected significantly greater impact from the terrorist attacks of September 11, 2001. We had an average of 1,316 shipboard staff members in service in the nine months ended September 30, 2003 compared to an average of 1,176 shipboard staff members in service in the nine months ended September 30, 2002. Revenues per shipboard staff per day decreased by 1.8% to $391 in the nine months ended September 30, 2003 from $398 in the nine months ended September 30, 2002. This decrease is attributable to an increase in the percentage of our shipboard staff represented by fitness instructors, who generate less revenues than other shipboard service providers, and by other non-revenue generating staff. In general, as spa ships make up an increasing percentage of the ships we serve, we expect such decreases to continue since on spa ships we utilize a greater percentage of these types of staff.

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Cost of Services. Cost of services increased $15.0 million to $116.2 million in the nine months ended September 30, 2003 from $101.2 million in the nine months ended September 30, 2002. Cost of services as a percentage of services revenue increased to 80.4% in the nine months ended September 30, 2003 from 79.1% in the nine months ended September 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 nine months ended September 30, 2003 compared to the nine months ended September 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 $2.7 million to $46.1 million in the nine months ended September 30, 2003 from $43.4 million in the nine months ended September 30, 2002. Cost of products as a percentage of products revenue decreased to 74.9% in the nine months ended September 30, 2003 from 75.0 in the nine months ended September 30, 2002. This decrease was attributable to increased efficiency of our manufacturing facility offset by increases in commissions allocable to products sales on ships covered by agreements which provide for increases in commissions payable to cruise lines in the nine months ended September 30, 2003 compared to the nine months ended September 30, 2002.

Operating Expenses. Operating expenses increased $3.3 million to $23.1 million in the nine months ended September 30, 2003 from $19.8 million in the nine months ended September 30, 2002. Operating expenses as a percentage of revenues increased to 11.2% in the nine months ended September 30, 2003 from 10.7% in the nine months ended September 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 nine months ended September 30, 2003, compared to the first nine months of 2002, start-up costs related to the opening of our Elemis Day Spa in Coral Gables, Florida in February 2003 and costs incurred in connection with the implementation of our new inventory procurement system. This was partially offset by a reduction in the provision for doubtful accounts at our massage therapy schools.

Other Income (Expense). Other income (expense) decreased $0.5 million to expense of $2.1 million in the nine months ended September 30, 2003 from expense of $2.7 million in the nine months ended September 30, 2002. This decrease was primarily attributable to the receipt of $450,000 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 $0.5 million to $1.2 million in the nine months ended September 30, 2003 from $0.7 million in the nine months ended September 30, 2002. The provision for income taxes increased to an overall effective rate of 6.5% for the nine months ended September 30, 2003 from an overall effective rate of 3.8% for the nine months ended September 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 $4.2 million to ($3.3) million in the nine months ended September 30, 2003 from ($7.5) million in the nine months ended September 30, 2002. The loss on disposal for the nine months ended September 30, 2003 was $1.6 million. The $7.5 million loss from operations in the nine months ended September 30, 2002 included the impact of the 17 day spas which were to be disposed of, compared to a $1.6 million loss from discontinued operations in the nine months ended September 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.

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Liquidity and Capital Resources

Cash flow from operating activities of continuing operations was $29.8 million for the first nine months of 2003 and $17.5 million for the first nine months of 2002. We had working capital of $9.2 million at September 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.

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, 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 Not es (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 is 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 paid 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 September 30, 2003, in connection with the earnout, approximately $3.1 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 September 30, 2003, approximately $13.5 million was outstanding under the term loan and approximately $9.8 million was outstanding under the revolving facility. At September 30, 2003, the effective rates on the term loan and revolving facility were approximately 4.4% and 3.6%, 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 September 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.

20


 

In October 2003, the Company entered into a commitment with its lenders to amend and restate the credit agreement. The terms and conditions of the new agreement would be substantially the same as the current agreement, except that the maturity date of the revolving loan is proposed to be extended one year to July 2, 2005. Management expects to finalize the amended and restated credit agreement, including the extension of the maturity date during the fourth quarter of 2003, and as a result has classified amounts outstanding under the credit facility as long term obligations.

Effective September 28, 2003, 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.

The interest rate swap has a notional amount of $6.8 million as of September 30, 2003 and matures on July 2, 2004. 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 5.08%. The Company recorded in accumulated other comprehensive income unrealized gains (losses) of $(11,000) and $56,000 for the nine months ended September 30, 2002 and 2003, respectively and $14,000 and $218,000 for the nine months ended September 30, 2002 and 2003, respectively in connection with this swap. There was no gain or loss on the swap. 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. The Company reclassified losses of $(103,000) and $(71,000) related to the interest rate swap into interest expense in the three months ended September 30, 2002 and 2003, respectively, and $(312,000) and $(288,000) in the nine months ended September 30, 2002 and 2003, respectively. Approximately $15,000 in losses are expected to be reclassified into earnings within the next 9 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 were 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 nine months ended September 30, 2003.

21


 

In October 2003, our premier resort spa division, Mandara Spa, entered into agreements to develop and operate luxury spa facilities at the One&Only Palmilla, a resort in Los Cabos, Mexico, and at the Westin Rio Mar Beach Resort in Puerto Rico. We estimate that the build-outs of these spas will cost approximately $3.5 million and approximately $1.25 million, respectively. We estimate that the Palmilla spa will open by February 2004 and that the Westin spa will open by October 2004.

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.

24


 

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, 2003, 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.

The interest rate swap has a notional amount of $6.8 million as of September 30, 2003 and matures on July 2, 2004. 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 5.08%. The Company recorded in accumulated other comprehensive income unrealized gains (losses) of $(11,000) and $56,000 for the nine months ended September 30, 2002 and 2003, respectively and $14,000 and $218,000 for the nine months ended September 30, 2002 and 2003, respectively, in connection with this swap. There was no gain or loss on the swap. 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. The Company reclassified losses of $(103,000) and $(71,000) related to the interest rate swap into interest expense in the three months end ed September 30, 2002 and 2003, respectively, and $(312,000) and $(288,000) in the nine months ended September 30, 2002 and 2003, respectively. Approximately $15,000 in losses are expected to be reclassified into earnings within the next 9 months as interest payments occur.

25


 

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 Chief Financial Officer 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 Chief Financial Officer, 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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PART II. -  OTHER  INFORMATION

 

Item 6.

Exhibits and Reports on Form 8-K

   
 

(a) Exhibits

   

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.

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.

32

Section 1350 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

   
 

(b) Reports on Form 8-K

 

We filed or furnished the following reports on Form 8-K during the fiscal quarter ended September 30, 2003:

Report dated July 31, 2003 furnished on Item 9 disclosing our reported earnings for the fiscal quarter ended June 30, 2003. This Report on Form 8-K is not deemed to be incorporated by reference into any of our filings with the Securities and Exchange Commission.

   

27


 

SIGNATURES

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: November 14, 2003

 

STEINER LEISURE LIMITED

 

(Registrant)

   
   
 

/s/ Clive E. Warshaw

 

Clive E. Warshaw
Chairman of the Board

   
   
 

/s/ Leonard I. Fluxman

 

Leonard I. Fluxman
President and Chief Executive Officer
(principal executive officer)

   
   
 

/s/ Stephen B. Lazarus

 

Stephen B. Lazarus
Chief Financial Officer
(principal accounting officer)

   
   
   
   
   
   

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    1. The following is a list of all exhibits filed as a part of this report:

Exhibit Number


Description

   

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.

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.

32

Section 1350 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

29