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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, 2004

     

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

17,331,346, which excludes 1,866,406 treasury shares, as of November 2, 2004


 

STEINER LEISURE LIMITED

 

INDEX

     

PART I. FINANCIAL INFORMATION

Page No.

       

ITEM 1.

Unaudited Financial Statements

   
     
 

Condensed Consolidated Balance Sheets as of December 31,
2003 and September 30, 2004

3

     
 

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2003 and 2004

4

     
 

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2003 and 2004

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

24

       

ITEM 4.

Controls and Procedures

 

25

       

PART II. OTHER INFORMATION

   
       

ITEM 6.

Exhibits

 

26

   

SIGNATURES AND CERTIFICATIONS

27

   

2


 

PART I. - FINANCIAL INFORMATION

Item 1. Unaudited Financial Statements

STEINER LEISURE LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

               

December 31,

September 30,

2003

2004

ASSETS

(Unaudited)

CURRENT ASSETS:

Cash and cash equivalents

$

20,434,000

$

30,208,000

Accounts receivable, net

14,118,000

12,128,000

Accounts receivable - students, net

4,409,000

5,226,000

Inventories

16,644,000

22,949,000

Assets held for sale

557,000

557,000

Other current assets

3,848,000

4,672,000

    Total current assets

60,010,000

75,740,000

PROPERTY AND EQUIPMENT, net

49,838,000

49,761,000

GOODWILL, net

46,590,000

46,590,000

OTHER ASSETS:

Intangible assets, net

4,936,000

4,539,000

Deferred financing costs, net

637,000

143,000

Other

3,594,000

3,935,000

    Total other assets

9,167,000

8,617,000

    Total assets

$

165,605,000

$

180,708,000

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:

Accounts payable

$

8,687,000

$

8,513,000

Accrued expenses

16,577,000

20,517,000

Current portion of long-term debt

9,214,000

4,873,000

Liabilities related to assets held for sale

2,921,000

1,932,000

Current portion of deferred tuition revenue

5,516,000

5,679,000

Gift certificate liability

962,000

865,000

Income taxes payable

2,115,000

3,035,000

    Total current liabilities

45,992,000

45,414,000

LONG-TERM DEBT, net of current portion

19,158,000

--

LONG-TERM DEFERRED RENT

910,000

829,000

LONG-TERM DEFERRED TUITION REVENUE

213,000

212,000

MINORITY INTEREST

47,000

--

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,

  18,330,000 shares issued in 2003 and 18,990,000 shares issued

  in 2004

183,000

190,000

Additional paid-in capital

40,850,000

49,788,000

Accumulated other comprehensive income

1,881,000

2,164,000

Retained earnings

85,742,000

111,482,000

Treasury shares, at cost, 1,866,000 shares in 2003 and 2004

(29,371,000

)

(29,371,000

)

    Total shareholders' equity

99,285,000

134,253,000

    Total liabilities and shareholders' equity

$

165,605,000

$

180,708,000

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, 2003 AND 2004
(Unaudited)

Three Months Ended

Nine Months Ended

September 30,

September 30,

2003

2004

2003

2004

REVENUES:

REVENUES:

Services

$

52,717,000

$

61,666,000

$

144,489,000

$

174,438,000

Products

22,246,000

28,434,000

61,471,000

79,595,000

    Total revenues

74,963,000

90,100,000

205,960,000

254,033,000

COST OF REVENUES:

Cost of services

42,156,000

48,952,000

116,238,000

137,997,000

Cost of products

16,631,000

21,335,000

46,049,000

58,964,000

    Total cost of revenues

58,787,000

70,287,000

162,287,000

196,961,000

    Gross profit

16,176,000

19,813,000

43,673,000

57,072,000

OPERATING EXPENSES:

Administrative

3,777,000

4,652,000

10,482,000

13,340,000

Salary and payroll taxes

4,199,000

4,930,000

12,616,000

14,613,000

    Total operating expenses

7,976,000

9,582,000

23,098,000

27,953,000

    Income from operations

8,200,000

10,231,000

20,575,000

29,119,000

OTHER INCOME (EXPENSE):

Interest expense

(832,000

)

(224,000

)

(2,651,000

)

(1,478,000

)

Other income

68,000

45,000

493,000

86,000

    Total other income (expense)

(764,000

)

(179,000

)

(2,158,000

)

(1,392,000

)

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



7,436,000



10,052,000



18,417,000



27,727,000

PROVISION FOR INCOME TAXES

562,000

875,000

1,204,000

2,159,000

    Income from continuing operations before minority
       interest and equity investment


6,874,000


9,177,000


17,213,000


25,568,000

MINORITY INTEREST

2,000

--

8,000

--

INCOME IN EQUITY INVESTMENT

109,000

101,000

249,000

292,000

    Income from continuing operations before
       discontinued operations



6,985,000



9,278,000



17,470,000



25,860,000

LOSS FROM DISCONTINUED OPERATIONS
(which includes loss on disposal of $94,000 and $1,642,000, and $3,000 and $8,000, for the three and nine months ended September 2003 and 2004, respectively), NET OF TAXES





(135,000





)





(23,000





)





(3,269,000





)





(120,000





)

Net income

$

6,850,000

$

9,255,000

$

14,201,000

$

25,740,000

Income (loss) per share-basic:

    Income before discontinued operations

$

0.43

$

0.55

$

1.07

$

1.55

    Loss from discontinued operations

(0.01

)

--

(0.20

)

(0.01

)

$

0.42

$

0.55

$

0.87

$

1.54

Income (loss) per share-diluted:

    Income before discontinued operations

$

0.41

$

0.52

$

1.05

$

1.49

    Loss from discontinued operations

--

--

(0.20

)

(0.01

)

$

0.41

$

0.52

$

0.85

$

1.48

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, 2003 AND 2004

(Unaudited)

Nine Months Ended

September 30,

2003

2004

CASH FLOWS FROM OPERATING ACTIVITIES
  OF CONTINUING OPERATIONS:

Net income

$

14,201,000

$

25,740,000

Loss from discontinued operations

1,627,000

112,000

Loss on disposal of discontinued operations

1,642,000

8,000

Income from continuing operations

17,470,000

25,860,000

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

    Depreciation and amortization

5,765,000

6,064,000

    Provision for doubtful accounts

193,000

246,000

    Minority interest

(8,000

)

--

    Income in equity investment

 

(249,000

)

     

(292,000

)

(Increase) decrease in:

    Accounts receivable

1,834,000

1,072,000

    Inventories

1,797,000

(6,296,000

)

    Other current assets

1,517,000

(822,000

)

    Other assets

378,000

(16,000

)

Increase (decrease) in:

    Accounts payable

(2,511,000

)

(220,000

)

    Accrued expenses

2,858,000

3,884,000

    Income taxes payable

(55,000

)

924,000

    Deferred tuition revenue

747,000

162,000

    Gift certificate liability

35,000

(97,000

)

Net cash provided by operating activities of
   continuing operations



29,771,000

     



30,469,000

 

CASH FLOWS FROM INVESTING ACTIVITIES
  OF CONTINUING OPERATIONS:

Capital expenditures

(4,798,000

)

(5,136,000

)

Acquisition, net of cash acquired

(250,000

)

--

Net cash used in investing activities of
   continuing operations



(5,048,000


)



(5,136,000


)

 

(Continued)

5


STEINER LEISURE LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - (CONTINUED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2004

(Unaudited)

 

 

Nine Months Ended

 

September, 30,

 

2003

     

2004

 

CASH FLOWS FROM FINANCING ACTIVITIES
  OF CONTINUING OPERATIONS:

               

Payments on long-term debt

$

(9,997,000

)

   

$

(23,499,000

)

Debt issuance costs

 

(468,000

)

     

(26,000

)

Proceeds from share option exercises

 

1,051,000

       

8,945,000

 

Net cash used in financing activities
   of continuing operations



(9,414,000


)

   



(14,580,000


)

EFFECT OF EXCHANGE RATE

               

  CHANGES ON CASH

 

211,000

       

130,000

 

NET CASH USED IN DISCONTINUED OPERATIONS

 

(8,350,000

)

     

(1,109,000

)

NET INCREASE IN CASH

               

  AND CASH EQUIVALENTS

 

7,170,000

       

9,774,000

 

CASH AND CASH EQUIVALENTS,

               

  Beginning of period

 

15,175,000

       

20,434,000

 

CASH AND CASH EQUIVALENTS,

               

  End of period

$

22,345,000

     

$

30,208,000

 

SUPPLEMENTAL DISCLOSURES OF
   CASH FLOW INFORMATION:

               

Cash paid during the period for:

               

    Interest

$

1,686,000

     

$

965,000

 
                 

    Income taxes

$

1,349,000

$

928,000

The accompanying notes to 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 (including its subsidiaries, "Steiner Leisure," the "Company," "we" and "our") for the three and nine months ended September 30, 2003 and 2004 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, 2003 and the Company's other filings with the Securities and Exchange Commission.

(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.

(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,

2003

2004

Finished Goods

$

13,117,000

$

16,738,000

Raw Materials

3,527,000

6,211,000

$

16,644,000

$

22,949,000

(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. In January 2004, the Company performed the required annual impairment test and determined there was no impairment.

7


 

(c)

Income Taxes

The Company files a consolidated tax return for its United States 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 transaction gains (losses) reflected in administrative expenses were approximately $55,000 and $(71,000) for the three months ended September 30, 2003 and 2004, respectively, and approximately $75,000 and $3,000 for the nine months ended September 30, 2003 and 2004, respectively. The majority of the Company's income is generated outside of the United States.

(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 shares 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,

   
 

2003

   

2004

 

2003

   

2004

   

Weighted average shares outstanding used in

                     

   calculating basic earnings per share

16,418,000

   

16,981,000

 

16,399,000

   

16,711,000

   

Dilutive common share equivalents

444,000

   

919,000

 

212,000

   

693,000

   

Weighted average common and common equivalent

                     

   shares used in calculating diluted earnings per share

16,862,000

   

17,900,000

 

16,611,000

   

17,404,000

   

Options outstanding which are not included in the

                     

   calculation of diluted earnings per share because

                     

   their impact is anti-dilutive

1,366,000

864,000

1,913,000

607,000

For the nine months ended September 30, 2004, the Company issued 660,000 of its common shares upon the exercise of stock options.

(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 applies 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.

8


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, 2003 and 2004 net income and diluted earnings per share would have been reduced to the pro forma amounts indicated below:

Three Months Ended
September 30,

Nine Months Ended
September 30,

2003

2004

2003

2004

Compensation expense

As reported

$

--

 

$

--

$

--

 

$

--

 
 

Pro forma

 

2,417,000

   

1,002,000

 

7,071,000

   

3,385,000

 

Net income

As reported

 

6,850,000

   

9,255,000

 

14,201,000

   

25,740,000

 
 

Pro forma

 

4,433,000

   

8,253,000

 

7,130,000

   

22,355,000

 

Basic earnings per share

As reported

 

0.42

   

0.55

 

0.87

   

1.54

 
 

Pro forma

 

0.27

   

0.49

 

0.43

   

1.34

 

Diluted earnings per share

As reported

 

0.41

   

0.52

 

0.85

   

1.48

 
 

Pro forma

 

0.26

   

0.46

 

0.43

   

1.28

 

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 58.5% and 56.3%, risk-free interest rate of 6.0% and 4.0%, expected dividends of $0 and expected term of 6.5 years and 6 years for the three and nine months ended September 30, 2003 and 2004, respectively.

(g)

Advertising Costs

Substantially all of our advertising costs are charged to expense as incurred, except costs which result in tangible assets, such as brochures, which are recorded as prepaid expenses and charged to expense as consumed. Advertising costs were approximately $1,454,000 and $1,488,000 for the three months ended September 30, 2003 and 2004, respectively ,and approximately $4,004,000 and $4,489,000 for the nine months ended September 30, 2003 and 2004, respectively. At December 31, 2003 and September 30, 2004, the amounts of advertising costs included in prepaid expenses were not material.

(h)

Recent Accounting Pronouncements

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities an Interpretation of ARB No. 51" ("FIN 46"), to expand upon and strengthen existing accounting guidance that addresses when a company should include in its financial statements the assets, liabilities and activities of another entity. In December 2003, the FASB issued FIN 46(R) to clarify certain provisions of FIN 46 and to modify the effective date of such provisions for public companies. Previously, a company generally included another entity in its consolidated financial statements only if it controlled the entity through voting interests. FIN 46 changed that by requiring a variable interest entity, as defined, to be consolidated by a company if that company is subject to a majority of the expected losses (as defined) from the variable interest entity's activities or entitled to receive a majority of the entity's residual returns or both. FIN 46 also requires disclosures about variab le interest entities that the company is not required to consolidate but in which it has a significant variable interest. Based on the revised guidance, all public companies must apply the provisions of FIN 46(R) to variable interests commonly referred to as special-purpose entities (an "SPE"), where such interests were created prior to February 1, 2003, no later than periods ending after December 15, 2003. Interests created in non-SPE variable interest entities after January 31, 2003 but before December 31, 2003 were subject to the provisions of the original FIN 46 in 2003. The provisions of FIN 46(R) must be applied to all variable interests created after December 31, 2003 upon initial involvement with the variable interest entity. We have determined that we have no variable interest entities. As a result, the adoption of FIN 46 did not have an effect on our consolidated financial position or results of operations.

9


 

(4)

DISCONTINUED OPERATIONS:

In 2002 and 2003, the Company sold or otherwise disposed of the assets constituting 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, in the condensed consolidated balance sheets as of December 31, 2003 and September 30, 2004.

Additional information regarding the Company's discontinued day spa operations is as follows:

Three Months Ended September 30,

Nine Months Ended September 30,

     

2003

   

2004

   

2003

   

2004

Revenues

 

$

--

 

$

--

 

$

2,788,000

 

$

--

Loss from operations, net of taxes

41,000

20,000

1,627,000

112,000

Loss on disposal, net of taxes

94,000

3,000

1,642,000

8,000

December 31,

September 30,

2003

2004

Assets held for sale

Current assets

$

557,000

$

557,000

$

557,000

$

557,000

Liabilities related to assets held for sale

Accounts payable & accrued expenses

$

1,279,000

$

636,000

Gift certificate liability

1,351,000

1,268,000

Other liabilities

291,000

28,000

$

2,921,000

$

1,932,000

In connection with the sales of the Company's day spa assets 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 required payments, was approximately $3.3 million as of September 30, 2004.

In connection with the discontinued day spa operations, the President and Chief Executive Officer 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.

10


 

(5)

ACCRUED EXPENSES:

Accrued expenses consists of the following:

   

December 31,

   

September 30,

   

2003

   

2004

           

Operative commissions

$

2,821,000

 

$

2,909,000

Minimum line commissions

 

4,952,000

   

6,594,000

Payroll and bonuses

 

3,454,000

   

4,362,000

Rent

 

884,000

   

922,000

Interest

 

123,000

   

4,000

Other

 

4,343,000

   

5,726,000

   Total

$

16,577,000

$

20,517,000

(6)

LONG-TERM DEBT:

Long-term debt consists of the following:

   

December 31,

   

September 30,

 
   

2003

   

2004

 
             

Term loan

$

9,000,000

 

$

--

 

Revolving loan

 

9,796,000

   

4,796,000

 

Subordinated notes

 

5,170,000

   

--

 

Note payable

 

4,100,000

   

--

 

Other debt

 

306,000

   

77,000

 

   Total long-term debt

 

28,372,000

   

4,873,000

 

Less: current portion

 

(9,214,000

)

 

(4,873,000

)

   Long-term debt, net of current portion

$

19,158,000

$

--

11


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 Company's July 2001 acquisitions of land-based spas and under the revolving facility have been used for working capital needs. In the first quarter of 2003, the credit agreement was amended to permit the Company to forego making a portion of the principal payments under the term loan during the quarter. Those unpaid principal payments were amortized over the remainder of the term of the loan. In December 2003, the Company entered into an amended and restated credit agreement. The terms and conditions of the new agreement are substantially the same as the former agreement except that the maturity date of the revolving loan has been extended one year to July 2, 2005. The term loan was scheduled to mature on July 2, 2004 and was repaid in June 2004. The interest rate as of September 30, 2004 was 4.4% for the revolving facility. As of September 30, 2004, there was $4.3 million available under the revolving facility. The outstanding amount due under the revolving facility was repaid in October 2004.

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, 2004, the Company was in compliance with all of these financial covenants.

The subordinated notes due to the former owners of a 60% interest in our Mandara Spa operations were repaid in the third quarter of 2004. Interest on the $3.9 million note accrued quarterly and was paid at settlement. Interest on the $1.4 million note accrued and was payable quarterly. The interest rate on the notes was 9% per annum.

The note payable was due to the company that formerly owned a 40% minority interest in Mandara Spa. That note was repaid during the third quarter of 2004. The interest rate on the note was 9% per annum.

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

(7)

COMPREHENSIVE INCOME:

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 are as follows:

   

Three Months Ended
September 30,

   

Nine Months Ended
September 30,

 
   

2003

     

2004

   

2003

     

2004

 

Net income

$

6,850,000

   

$

9,255,000

 

$

14,201,000

   

$

25,740,000

 

Unrealized gain on interest rate

                           

   swap, net of taxes

 

56,000

     

--

   

218,000

     

4,000

 

Foreign currency translation adjustments,

                           

   net of taxes

 

242,000

     

715,000

   

751,000

     

279,000

 

Comprehensive income

$

7,148,000

$

9,970,000

$

15,170,000

$

26,023,000

12


 

(8)

SEGMENT INFORMATION:

Information about the Company's Spa Operations and Schools segments for the three and nine months ended September 30, 2003 and 2004 is as follows:

   

Three Months Ended
September 30,

   

Nine Months Ended
September 30,

 
   

2003

     

2004

   

2003

     

2004

 

Revenues:

                           

   Spa Operations

$

71,053,000

   

$

85,911,000

 

$

194,032,000

   

$

241,372,000

 

   Schools

3,910,000

4,189,000

11,928,000

12,661,000

 

$

74,963,000

   

$

90,100,000

 

$

205,960,000

   

$

254,033,000

 

Income from Operations:

                           

   Spa Operations

$

7,926,000

   

$

9,867,000

 

$

19,746,000

   

$

27,505,000

 

   Schools

 

274,000

     

364,000

   

829,000

     

1,614,000

 

$

8,200,000

$

10,231,000

$

20,575,000

$

29,119,000

   

December 31,

 

September 30,

 
   

2003

     

2004

 
               

Identifiable Assets:

             

   Spa Operations

$

142,180,000

   

$

154,779,000

 

   Schools

 

23,425,000

     

25,929,000

 

$

165,605,000

$

180,708,000

Included in identifiable assets of the Spa Operations segment at December 31, 2003 and September 30, 2004 are assets held for sale of $557,000.

(9)

SUBSEQUENT EVENT:

In October 2004, the Company sold its 49% ownership interest in each of two entities that operate resort spas in Thailand and China, respectively, to the 51% owner thereof. The aggregate purchase price for those interests was approximately $1.5 million. In connection with those transactions, the Company has licensed the "Mandara" mark to the purchaser for use in connection with resort spas in certain Asian countries.  The Company will record a gain of approximately $1.4 million  in connection with this transaction.

13


 

Item 2.

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


Overview

Steiner Leisure Limited is a worldwide provider of spa services. We sell our services and products to cruise passengers and at luxury resort and day spas primarily in the United States, the Caribbean, the Pacific, Asia and Mexico. Payments to cruise lines, resort spa owners and day spa landlords are based on a percentage of our revenues and, in certain cases, a minimum annual rental or a combination of both. In 2003, we completed the disposition of our discontinued day spa operations, leaving us with our two Elemis flagship luxury day spas - one in London, England and one in Coral Gables, Florida.

Our revenues are generated principally from our cruise ship operations. Accordingly, our success and our growth is dependent to a significant extent on the success and growth of the travel and leisure industry in general, and on the cruise industry in particular.

The cruise industry is subject to significant risks that could affect our results of operations. Accidents and other incidents involving cruise ships and other unscheduled withdrawals of ships from service, adverse international developments reducing travel generally, delays in new ship introductions, restricted access of cruise ships to environmentally sensitive regions, increases in fuel costs, shipboard illness outbreaks and potential overcapacity could materially adversely impact the cruise industry.

Our resort spas are dependent on the resort hotel industry for their success. The resort hotel industry is subject to risks that are, in many ways, similar to that of the cruise industry, including the following risks: changes in the national, regional and local economic and/or political climate (including major national or international terrorism, hostilities or other events), local conditions, including oversupply of hotel properties, illnesses, labor unrest, changes in popular travel patterns and other causes of reduced hotel occupancy.

A significant factor in our financial results is the amounts we are required to pay under our agreements with the cruise lines. Certain cruise line agreements provide for increases in percentages of revenues payable over the terms of those 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 renewing new agreements with cruise lines.

An increasing amount of revenues has come from our third party retail product sales. We distribute these products through mail order, our web sites, third party retail outlets and other channels.

We also offer post secondary degree and non-degree programs in massage therapy, skin care and related areas at our schools in Florida (comprised of four campuses) and our two schools (comprised of a total of three campuses) in Maryland, Pennsylvania and Virginia.

A significant portion of our operations is conducted on ships through entities that are not subject to income taxation. Historically, a significant amount of our income has not been subject to tax in the United States or other jurisdictions. To the extent that our non-shipboard revenues increase as a percentage of our overall revenues, the amount of our income that will be subject to tax would increase.

Key Performance Indicators

Cruise Industry Operations. A measure of performance we have used in connection with our periodic financial disclosure relating to our cruise line operations is that of revenue per staff per day. In using that measure we have differentiated between our revenue per staff per day on ships with large spas and other ships we serve. Our revenue per staff per day has been affected by the increasing requirements of cruise lines that we place additional non-revenue producing staff on ships with large spas to help maintain a high quality guest experience. We also utilize, as measures of performance for our cruise line operations, our average revenue per week and our revenue per passenger per day.

14


Resort Spas. With respect to our resort spas, we measure our performance primarily through average weekly revenue over applicable periods of time.

Schools. With respect to our massage therapy schools, we measure performance by the number of new student enrollments. A new student enrollment occurs each time a new student commences classes at one of our schools.

Products. With respect to sales of our products other than on cruise ships and at our resort and day spas, we measure performance by revenues.

Critical Accounting Policies

We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. This discussion is not intended to be a comprehensive description 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 2003 filed with the Securities and Exchange Commission. Note t hat our preparation 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.

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 payable 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.

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 recorded 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

15


and 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 repair items are expensed as incurred.

Goodwill

Pursuant to SFAS 142 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. As of September 30, 2004, we had unamortized goodwill and intangibles of $51.1 million. In January 2004, we performed the required annual impairment test and determined there was no impairment.

Accounting for Income Taxes

As part of the process of preparing our interim consolidated financial statements we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves 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 in 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 $24.5 million as of September 30, 2004, 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 January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities an Interpretation of ARB No. 51" ("FIN 46"), to expand upon and strengthen existing accounting guidance that addresses when a company should include in its financial statements the assets, liabilities and activities of another entity. In December 2003, the FASB issued FIN 46(R) to clarify certain provisions of FIN 46 and to modify the effective date of such provisions for public companies. Previously, a company generally included another entity in its consolidated financial statements only if it controlled the entity through voting interests. FIN 46 changed that by requiring a variable interest entity, as defined, to be consolidated by a company if that company is subject to a majority of the expected losses (as defined) from the variable interest entity's activities or entitled to receive a majority of the entity's residual returns or both. FIN 46 also requires disclosures about va riable interest entities that the company is not required to consolidate but in which it has a significant variable interest. Based on the revised guidance, all public companies must apply the provisions of FIN 46(R) to variable interests commonly referred to as special-purpose entities (an "SPE"), where such interests were created prior to February 1, 2003, no later than periods ending after December 15, 2003. Interests created in non-SPE variable interest entities after January 31, 2003 but before December 31, 2003 were subject to the provisions of the original FIN 46 in 2003. The provisions of FIN 46(R) must be applied to all variable interests created after December 31, 2003 upon initial involvement with the variable interest entity. We have determined that we have no variable interest entities. As a result, the adoption of FIN 46 did not have an effect on our consolidated financial position or results of operations.

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,

 
 

2003

     

2004

 

2003

   

2004

 

Revenues:

                     

  Services

70.3

%

   

68.4

%

70.2

%

 

68.7

%

  Products

29.7

     

31.6

 

29.8

   

31.3

 

    Total revenues

100.0

     

100.0

 

100.0

   

100.0

 

Cost of Revenues:

                     

  Cost of services

56.2

     

54.3

 

56.4

   

54.3

 

  Cost of products

22.2

     

23.7

 

22.4

   

23.2

 

    Total cost of revenues

78.4

     

78.0

 

78.8

   

77.5

 

    Gross profit

21.6

     

22.0

 

21.2

   

22.5

 

Operating expenses:

                     

  Administrative

5.1

     

5.1

 

5.1

   

5.3

 

  Salary and payroll taxes

5.6

     

5.5

 

6.1

   

5.8

 

    Total operating expenses

10.7

     

10.6

 

11.2

   

11.1

 

    Income from operations

10.9

11.4

10.0

11.4

Other income (expense):

                     

  Interest expense

(1.1

)

   

(0.2

)

(1.3

)

 

(0.6

)

  Other income

0.1

     

--

 

0.3

   

--

 

    Total other income (expense)

(1.0

)

   

(0.2

)

(1.0

)

 

(0.6

)

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


9.9

     


11.2

 


9.0

   


10.8

 

Provision for income taxes

0.7

     

1.0

 

0.6

   

0.8

 

    Income from continuing operations before minority
    interest and equity investment


9.2

     


10.2

 


8.4

   


10.0

 

Minority interest and equity investment

0.1

     

0.1

 

0.1

   

0.1

 

    Income from continuing operations before discontinued
    operations


9.3


10.3


8.5


10.1

    Loss from discontinued operations, net of taxes

(0.2

)

--

(1.6

)

--

Net income

9.1

%

10.3

%

6.9

%

10.1

%

Three Months Ended September 30, 2004 Compared to Three Months Ended September 30, 2003

Revenues. Revenues increased approximately 20.2%, or $15.1 million, to $90.1 million in the third quarter of 2004 from $75.0 million in the third quarter of 2003. Of this increase, $8.9 million was attributable to an increase in services revenues and $6.2 million was attributable to an increase in products revenues. The increase in revenues was attributable to an improving leisure industry in the third quarter of 2004 compared to the third quarter of 2003, during which the hostilities in Iraq and the SARS illness had a more significant adverse effect on the leisure industry and our business. Additionally, the increase in revenues was attributable to an average of eight additional spa ships in service in the third quarter of 2004 compared to the third quarter of 2003. These positive developments were partially offset by the cancellation or disruption of certain cruises and the closure of certain resort spas and campuses of our massage therapy schools as a result of a very ac tive 2004 hurricane season. We had an average of 1,514 shipboard staff members in service in the third quarter of 2004 compared to an average of 1,381 shipboard staff members in service in the third quarter of 2003. Revenues per shipboard staff per day increased by 9.3% to $448 in the third quarter of 2004 from $410 in the third quarter of 2003.

17


Cost of Services. Cost of services increased $6.8 million to $49.0 million in the third quarter of 2004 from $42.2 million in the third quarter of 2003. Cost of services as a percentage of services revenue decreased to 79.4% in the third quarter of 2004 from 80.0% in the third quarter of 2003. This decrease was primarily attributable to increases in staff productivity, partially offset by increases in commissions allocable to services on cruise ships covered by agreements that provide for increases in commissions in the third quarter of 2004 compared to the third quarter of 2003 and the impact of fixed costs that were not offset by revenues as a result of the cancellation of cruises and the closing of certain resort spas and campuses of our massage therapy schools during the active 2004 hurricane season.

Cost of Products. Cost of products increased $4.7 million to $21.3 million in the third quarter of 2004 from $16.6 million in the third quarter of 2003. Cost of products as a percentage of products revenue increased to 75.0% in the third quarter of 2004 from 74.8% in the third quarter of 2003. This increase was primarily attributable to the increases in commissions allocable to product sales on cruise ships covered by agreements which provide for increases in commissions in the third quarter of 2004 compared to the third quarter of 2003 and the cost of product promotions to aid sales efforts in North America after the active 2004 hurricane season.

Operating Expenses. Operating expenses increased $1.6 million to $9.6 million in the third quarter of 2004 from $8.0 million in the third quarter of 2003. Operating expenses as a percentage of revenues decreased to 10.6% in the third quarter of 2004 from 10.7% in the third quarter of 2003. This decrease was primarily attributable to increases in staff productivity.

Other Income (Expense). Other income (expense) decreased $0.6 million to expense of $0.2 million in the third quarter of 2004 from expense of $0.8 million in the third quarter of 2003. This decrease was primarily attributable to a reduction in interest expense in the third quarter of 2004 as a result of the repayment of all of our outstanding debt with the exception of amounts outstanding under our revolving line of credit.

Provision for Income Taxes. Provision for income taxes increased $0.3 million to $0.9 million in the third quarter of 2004 from $0.6 million in the third quarter of 2003. The provision for income taxes increased to an overall effective rate of 8.7% for the third quarter of 2004 from an overall effective rate of 7.6% for the third quarter of 2003 primarily due to the income earned in jurisdictions that tax our income representing a greater percentage of the total income earned for the third quarter of 2004 than such income represented for the third quarter of 2003.

Loss from Discontinued Operations, Net of Taxes. The loss from discontinued operations, net of taxes, decreased $112,000 to $23,000 in the third quarter of 2004 from $135,000 in the third quarter of 2003. The loss on disposal, net of taxes, for the third quarter of 2004 was $3,000 compared to $94,000 for the third quarter of 2003. The $135,000 loss from discontinued operations in the third quarter of 2003, which included the $94,000 loss on disposal, reflected costs incurred to wind down the day spa operations that were disposed of during the first four months of 2003.

Nine Months Ended September 30, 2004 Compared to Nine Months Ended September 30, 2003

Revenues. Revenues increased approximately 23.3%, or $48.1 million, to $254.0 million in the nine months ended September 30, 2004 from $205.9 million in the nine months ended September 30, 2003. Of this increase, $30.0 million was attributable to an increase in services revenues and $18.1 million was attributable to an increase in products revenues. The increase in revenues was attributable to an improving leisure industry during the nine months ended September 30, 2004 compared to the nine months ended September 30, 2003, during which the hostilities in Iraq and the SARS illness had a more significant adverse effect on the leisure industry and our business. Additionally, the increase in revenues was attributable to an average of eight additional spa ships in service in the nine months ended September 30, 2004 compared to the nine months ended September 30, 2003. We had an average of 1,464 shipboard staff members in service in the nine months ended September 30, 2004 compar ed to an average of 1,316 shipboard staff members in service in the nine months ended September 30, 2003. Revenues per shipboard staff per day increased by 9.0% to $426 in the nine months ended September 30, 2004 from $391 in the nine months ended September 30, 2003.

Cost of Services. Cost of services increased $21.8 million to $138.0 million in the nine months ended September 30, 2004 from $116.2 million in the nine months ended September 30, 2003. Cost of services as a percentage of services revenue decreased to 79.1% in the nine months ended September 30, 2004 from 80.4% in the nine months ended September 30, 2003. This decrease was primarily attributable to increases in staff productivity partially offset by increases in commissions allocable to services on cruise ships covered by agreements that provide for increases in commissions in the nine months ended September 30, 2004 compared to the nine months ended September 30, 2003.

18


Cost of Products. Cost of products increased $12.9 million to $58.9 million in the nine months ended September 30, 2004 from $46.0 million in the nine months ended September 30, 2003. Cost of products as a percentage of products revenue decreased to 74.1% in the nine months ended September 30, 2004 from 74.9% in the nine months ended September 30, 2003. The decrease was primarily attributable to the introduction and sale of new products with higher margins, partially offset by the increase in commissions allocable to product sales on cruise ships which provide for increases in commissions in the nine months ended September 30, 2004 compared to the nine months ended September 30, 2003.

Operating Expenses. Operating expenses increased $4.9 million to $28.0 million in the nine months ended September 30, 2004 from $23.1 million in the nine months ended September 30, 2003. Operating expenses as a percentage of revenues decreased to 11.1% in the nine months ended September 30, 2004 from 11.2% in the nine months ended September 30, 2003. The decrease was primarily attributable to increases in staff productivity.

Other Income (Expense). Other income (expense) decreased $0.8 million to expense of $1.4 million in the nine months ended September 30, 2004 from expense of $2.2 million in the nine months ended September 30, 2003. The decrease was primarily attributable to a reduction in interest expense as a result of the repayment of all of our outstanding debt with the exception of amounts outstanding under our revolving line of credit and a reduction in other income as $0.4 million of business interruption insurance proceeds were received during the nine months ended September 30, 2003.

Provision for Income Taxes. Provision for income taxes increased $1.0 million to $2.2 million in the nine months ended September 30, 2004 from $1.2 million in the nine months ended September 30, 2003. The provision for income taxes increased to an overall effective rate of 7.8% for the nine months ended September 30, 2003 from an overall effective rate of 6.5% for the nine months ended September 30, 2003 primarily due to the income earned in jurisdictions that tax our income representing a greater percentage of the total income earned for the first nine months of 2004 than such income represented for the first nine months of 2003.

Loss from Discontinued Operations, Net of Taxes. The loss from discontinued operations, net of taxes, decreased $3.2 million to $0.1 million in the nine months ended September 30, 2004 from $3.3 million in the nine months ended September 30, 2003. The loss on disposal, net of taxes, for the nine months ended September 30, 2004 was $8,000 compared to $1.6 million for the comparable period of 2003. The $3.3 million loss from discontinued operations in the nine months ended September 30, 2003, which included the $1.6 million loss on disposal, reflected the impact of 14 day spas (ten of which were disposed of during the first quarter of 2003 and four of which were disposed of effective April 15, 2003).

Liquidity and Capital Resources

Sources and Uses of Cash

During the nine months ended September 30, 2004, cash provided by operating activities of continuing operations was $30.5 million compared with $29.8 million for the nine months ended September 30, 2003. This increase was attributable to an increase in net income and changes in working capital items.

During the nine months ended September 30, 2004, cash used in investing activities was $5.1 million compared with $5.0 million for the nine months ended September 30, 2003. We incurred costs of approximately $2.3 million and $750,000, respectively, to build out our luxury spa facilities at the One&Only Palmilla Resort and the Westin Rio Mar Beach Resort during the nine months ended September 30, 2004.

During the nine months ended September 30, 2004, cash used in financing activities was $14.6 million compared with $9.4 million for the nine months ended September 30, 2003. This increase was attributable to the repayment of all of our outstanding debt with the exception of amounts outstanding under our revolving line of credit, which was repaid in October 2004, offset by the receipt of $8.9 million which represents the exercise price of options exercised during 2004.

Steiner Leisure had working capital of approximately $14.0 million at December 31, 2003, compared to working capital of approximately $30.3 million at September 30, 2004.

19


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. The build-out of the Palmilla spa cost approximately $3.5 million and the Westin spa build-out will cost approximately $1.6 million. The Palmilla spa opened in February 2004 and the Westin spa opened in November 2004. We funded these build-outs from working capital.

In October 2000, Steiner Leisure entered into an agreement to build and operate a luxury spa facility at the Aladdin Resort and Casino in Las Vegas, Nevada. That luxury spa opened in November 2001. The term of the lease of the facility is 15 years with a five-year renewal option if certain sales levels are achieved. The build-out of the luxury spa cost approximately $13.7 million. The build-out was funded from our working capital and a term loan. The operator of the Aladdin Resort and Casino has filed for protection under Chapter 11 of the Bankruptcy Code. That resort continues to conduct its operations and we have taken steps in the bankruptcy court to protect our leasehold interest at the resort. While the purchase of the Aladdin by a group that includes, among others, Starwood Hotels and Resorts, has been approved by the bankruptcy court, certain approvals have not yet been obtained and we cannot assure you that our operations at the Aladdin Resort and Casino will not be adversel y affected by Aladdin's bankruptcy filing.

In the fourth quarter of 2002, we decided to dispose of, or otherwise close, 17 of the 18 day spas we acquired in 2001. The remaining day spa is located at a hotel and is continuing to operate as part of our resort spa operations. As of April 15, 2003, all of those 17 day spas had been closed or otherwise disposed of pursuant to agreements with landlords and/or, in some cases, agreements with third party acquirers of the spas' assets, including the leases.

These transactions involved our paying to those landlords amounts representing various portions of the rent for 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 do not include a release 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. We remain liable for approximately $3.3 million as of September 30, 2004 under these assigned leases, to the extent the assignees fail to make the required payments.

In addition, in connection with these discontinued operations, Celeste Dunn, the former President and Chief Executive Officer of our Steiner Day Spas, Inc. subsidiary, terminated her employment with us. In connection with that termination, Ms. Dunn received a severance payment of $748,000 and options to purchase 100,000 of our common shares during the second quarter of 2003.

Financing Activities

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. In the first quarter of 2003, the credit agreement was amended to permit us to forego making a portion of the principal payments under the term loan during that quarter. Those unpaid principal payments were amortized over the remainder of the term of that loan, which was due in July 2004 and paid in full in June 2004. As a result, we were required to make greater principal payments than would otherwise have been the case had the principal payments for the first quarter of 2003 not been postponed. In December 2003, we entered into an amended and restated credit agreement. The terms and conditions of the new agreement are substantially the same as the former agreement except that the maturity date of the revolving line of credit was extended one year to July 2, 2005. Borrowings under the credit agreement ar e secured by substantially all of our assets and bear interest primarily at LIBOR based rates plus a spread that is dependent upon our financial performance. Borrowings under the term loan were used to fund our 2001 land-based spa acquisitions and borrowings under the revolving facility have been used for working capital needs. As of September 30, 2004, the term loan had been repaid and approximately $4.8 million was outstanding under the revolving facility. At September 30, 2004, the interest rate on the revolving facility was 4.4%. We repaid all outstanding amounts due under the revolving facility from working capital in October 2004.

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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, 2004, we were in compliance with these covenants.

Other limitations on capital expenditures, or on other operational matters, could apply in the future under the credit agreement.

During the nine months ended September 30, 2004, we received proceeds of $8.9 million, which represents the exercise price of options for shares of common stock exercised during 2004.

We believe that cash generated from operations is sufficient to satisfy the cash required to operate our current business for the next 12 months. To the extent there is a significant slow-down in travel resulting from terrorist attacks, the war in Iraq, other 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 additional 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 our 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. Recurrence of the recent 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 for 2003 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.

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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.

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Item 4.  Controls and Procedures

Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

Our Chief Executive Officer and Chief Financial and Accounting Officer have evaluated our disclosure controls and procedures and have concluded, as of September 30, 2004, that they are effective as described above.

There has been no change in our internal control over financial reporting during the quarter ended September 30, 2004, identified in connection with an evaluation performed by management, including our Chief Executive Officer and our Chief Financial and Accounting Officer, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

It should be noted that any system of internal control over financial reporting, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there is only reasonable assurance that our internal control over financial reporting will succeed in achieving its goals under all potential future conditions.

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PART II. - OTHER INFORMATION

 

Item 6.

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 Chief Financial Officer 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.

   

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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 9, 2004

 

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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Exhibit Index

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 Chief Financial Officer 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.

28