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EX-31 - STEINER LEISURE Ltdstnrexhibit31_1.htm
EX-31 - STEINER LEISURE Ltdstnrexhibit31_2.htm
EX-32 - STEINER LEISURE Ltdstnrexhibit32_1.htm
EX-32 - STEINER LEISURE Ltdstnrexhibit32_2.htm
EX-10 - STEINER LEISURE Ltdstnrexhibit10_30a.htm

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, 2010

OR

o

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

       
 

For the transition period from

_____________

To ______________

 

Commission File Number: 0-28972

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

       
       

Commonwealth of The Bahamas

 

98-0164731

(State or other jurisdiction of incorporation or organization)

 

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

       

Suite 104A, Saffrey Square

   

P.O. Box N-9306

   

Nassau, The Bahamas

 

Not Applicable

(Address of principal executive offices)

 

(Zip Code)

 

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

       

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [  ]    Accelerated filer [X]    Non-accelerated filer [  ]    Smaller reporting company [  ]

   

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

   

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

   

On November 1, 2010, the registrant had 14,803,259 common shares, par value (U.S.) $.01 per share, outstanding.

STEINER LEISURE LIMITED

 

INDEX

     

PART I FINANCIAL INFORMATION

Page No.

       

ITEM 1.

Unaudited Financial Statements

   
     
 

Condensed Consolidated Balance Sheets as of September 30, 2010 and December 31, 2009

3

     
 

Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2010 and 2009

4

     
 

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2010 and 2009

5

     
 

Notes to Condensed Consolidated Financial Statements

7

     

ITEM 2.

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

19

       

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk

35

       

ITEM 4.

Controls and Procedures

 

35

       

PART II OTHER INFORMATION

   
       

ITEM 1.

Legal Proceedings

 

36

       

ITEM 1A.

Risk Factors

 

36

       

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

37

       

ITEM 4.

Removed and Reserved

 

37

       

ITEM 6.

Exhibits

 

38

   

SIGNATURES AND CERTIFICATIONS

39

   

2


 

PART I - FINANCIAL INFORMATION

Item 1. Unaudited Financial Statements

STEINER LEISURE LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

September 30,

December 31,

2010

2009

ASSETS

(Unaudited)

CURRENT ASSETS:

Cash and cash equivalents

$

43,147

$

52,851

Accounts receivable, net

27,344

23,032

Accounts receivable - students, net

24,830

17,664

Inventories

53,283

35,767

Prepaid expenses and other current assets

12,111

8,803

    Total current assets

160,715

138,117

PROPERTY AND EQUIPMENT, net

78,468

82,469

GOODWILL

117,266

121,600

OTHER ASSETS:

Intangible assets, net

26,939

27,186

Deferred financing costs, net

1,995

3,045

Other

8,798

9,961

    Total other assets

37,732

40,192

    Total assets

$

394,181

$

382,378

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:

Accounts payable

$

17,008

$

11,431

Accrued expenses

29,437

34,536

Current portion of long-term debt

5,000

15,000

Current portion of deferred rent

1,074

1,080

Current portion of deferred tuition revenue

27,034

20,692

Gift certificate liability

12,344

12,754

Income taxes payable

1,814

2,970

    Total current liabilities

93,711

98,463

DEFERRED INCOME TAX LIABILITIES, NET

12,046

10,570

LONG-TERM DEBT

23,750

45,500

LONG-TERM DEFERRED RENT

10,587

10,134

LONG-TERM DEFERRED TUITION REVENUE

1,707

584

COMMITMENTS AND CONTINGENCIES

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,

  23,299,000 shares issued in 2010 and 23,206,000 shares issued in 2009

233

232

Additional paid-in capital

147,278

139,575

Accumulated other comprehensive loss

(2,508

)

(2,551

)

Retained earnings

365,564

334,196

Treasury shares, at cost, 8,010,000 shares in 2010 and 7,908,000

  shares in 2009

(258,187

)

(254,325

)

    Total shareholders' equity

252,380

217,127

    Total liabilities and shareholders' equity

$

394,181

$

382,378

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 INCOME
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009
(Unaudited)

(in thousands, except per share data)

 

Three Months Ended

Nine Months Ended

September 30,

September 30,

2010

2009

2010

2009

REVENUES:

Services

$

108,076

$

90,292

$

304,973

$

256,399

Products

53,068

40,572

153,138

109,238

    Total revenues

161,144

130,864

458,111

365,637

COST OF REVENUES:

Cost of services

88,210

72,559

249,218

207,233

Cost of products

36,932

27,450

103,251

81,233

    Total cost of revenues

125,142

100,009

352,469

288,466

    Gross profit

36,002

30,855

105,642

77,171

OPERATING EXPENSES:

Administrative

7,922

7,948

26,778

18,029

Salary and payroll taxes

13,184

10,497

39,747

28,832

    Total operating expenses

21,106

18,445

66,525

46,861

    Income from operations

14,896

12,410

39,117

30,310

OTHER INCOME (EXPENSE), NET:

Interest expense

(959

)

(33

)

(2,650

)

(101

)

Other income

28

28

135

185

    Total other income (expense), net

(931

)

(5

)

(2,515

)

84

    Income before provision for income taxes

13,965

12,405

36,602

30,394

PROVISION FOR INCOME TAXES

2,214

1,594

5,234

3,311

Net income

$

11,751

$

10,811

$

31,368

$

27,083

Income per share:

    Basic

$

0.79

$

0.74

$

2.12

$

1.86

    Diluted

$

0.78

$

0.73

$

2.08

$

1.82

 

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, 2010 AND 2009

(Unaudited, in thousands)

 

Nine Months Ended

September 30,

2010

2009

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

$

31,368

$

27,083

Adjustments to reconcile net income
  to net cash provided by operating activities:

    Depreciation and amortization

11,233

8,165

    Stock-based compensation

6,091

5,835

    Provision for doubtful accounts

963

1,566

    Deferred income tax provision

1,476

891

Changes in:

    Accounts receivable

(12,531

)

(919

)

    Inventories

(17,460

)

(1,106

)

    Prepaid expenses and other current assets

(3,308

)

(829

)

    Other assets

1,163

(1,556

)

    Accounts payable

5,654

(1,934

)

    Accrued expenses

(4,756

)

4,464

    Income taxes payable

(1,127

)

6

    Deferred tuition revenue

7,465

6,669

    Deferred rent

447

(533

)

    Gift certificate liability

(410

)

(487

)

    Net cash provided by operating activities

26,268

47,315

CASH FLOWS FROM INVESTING ACTIVITIES:

Capital expenditures

(5,369

)

(1,961

)

Post-closing working capital adjustments related to acquisitions

4,013

(233

)

Net cash used in investing activities

(1,356

)

(2,194

)

(Continued)

5


STEINER LEISURE LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - (CONTINUED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009

(Unaudited, in thousands)

 

 

 

 

Nine Months Ended

 

September 30,

 

2010

     

2009

 

CASH FLOWS FROM FINANCING ACTIVITIES:

               

Purchase of treasury shares

$

(3,862

)

   

$

(835

)

Payments of long-term debt

 

(31,750

)

     

(6,000

)

Proceeds from share option exercises

 

1,617

       

396

 

Net cash used in financing activities

 

(33,995

)

     

(6,439

)

EFFECT OF EXCHANGE RATE

               

  CHANGES ON CASH AND CASH EQUIVALENTS

 

(621

)

     

(423

)

NET (DECREASE) INCREASE IN CASH

               

  AND CASH EQUIVALENTS

 

(9,704

)

     

38,259

 

CASH AND CASH EQUIVALENTS,

               

  Beginning of period

 

52,851

       

30,572

 

CASH AND CASH EQUIVALENTS,

               

  End of period

$

43,147

     

$

68,831

 

SUPPLEMENTAL DISCLOSURES OF
   CASH FLOW INFORMATION:

               

Cash paid during the period for:

               
                 

    Interest

$

1,596

     

$

114

 
                 

    Income taxes

$

4,693

$

1,847

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

September 30, 2010
(Unaudited)

(1)

BASIS OF PRESENTATION OF INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:

The accompanying unaudited condensed consolidated financial statements for each period include the condensed consolidated balance sheets, statements of income and cash flows of Steiner Leisure Limited (including its subsidiaries, "Steiner Leisure," the "Company," "we" and "our"). All significant intercompany items and transactions have been eliminated in consolidation. In the opinion of management, the accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted pursuant to the SEC's rules and regulations. However, management believes that the disclosures contained herein are adequate to make the information presented not misleading. In the opinion of management, the unaudited condensed consolidated financial statements reflect all material adjustments (which include normal recurring adjustments) necessary to present fairly our unaudited financial position, results of operations and cash flows. The unaudited results of operations for the three and nine months ended September 30, 2010 and cash flows for the nine months ended September 30, 2010 are not necessarily indicative of the results of operations or cash flows that may be expected for the remainder of 2010. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2009. The December 31, 2009 Condensed Consolidated Balance Sheet included herein was extracted from the December 31, 2009 audited Consolidated Balance Sheet included in our 2009 Annual Report on Form 10-K.

The preparation of Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the assessment of the realization of accounts receivables and recovery of long-lived assets and goodwill and other intangible assets, the determination of deferred income taxes, including valuation allowances, the useful lives of definite-lived intangible assets and property and equipment, the determination of fair value of assets and liabilities in purchase price allocations, the determination of gift certificate breakage revenue and the assumptions related to the determination of stock-based compensation.

(2)

ORGANIZATION:

Steiner Leisure Limited (including its subsidiaries where the context requires, "Steiner Leisure," "we" "us" or "our") is a worldwide provider of spa services. We provide spa services in treatment and fitness facilities located on cruise ships and at hotels and day spas located in the United States, Caribbean, Asia, the Pacific and other locations. We sell our products on board the ships we serve, at our hotel and land-based spas, through third party department stores, wholesale outlets, mail order and through our websites. We also own and operate five post-secondary schools (comprised of a total of 17 campuses) located in Arizona, Colorado, Connecticut, Florida, Maryland, Nevada, Pennsylvania, Utah and Virginia. These schools offer programs in massage therapy and, in some cases, beauty and skin care.

On December 31, 2009, we acquired all of the stock of Bliss World Holdings, Inc. (including its subsidiaries, "Bliss Inc.") from Starwood Hotels & Resorts Worldwide, Inc. ("Starwood"). Bliss Inc. is a spa and skincare company with urban hotel and day spa locations, offering services under the Bliss and Remède brands and products under the Bliss and Laboratoire Remède brands. Bliss Inc. also operates an e-commerce and catalog business and distributes its products through Bloomingdales, Harrods, Harvey Nichols, Macy's, Neiman Marcus, Nordstrom, Saks Fifth Avenue and other department stores, as well as Sephora stores and other domestic and international retail locations. The purchase price for Bliss Inc. was $100.0 million in cash less cash acquired. In connection with this acquisition, Bliss and Remède spas and amenities will remain exclusive to Starwood in the hotel category at W Hotels and St. Regis Hotels, respectively. See Note 4.

7


 

(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 (in thousands):

September 30,

December 31,

2010

2009

Finished goods

$

40,690

$

27,096

Raw materials

12,593

8,671

$

53,283

$

35,767

(b)

Property and Equipment

We review long-lived assets for impairment whenever events or changes in circumstances indicate, based on estimated future cash flows, that the carrying amount of these assets may not be fully recoverable. In certain cases, the determination of fair value is highly sensitive to differences between estimated and actual cash flows and changes in the related discount rate used to determine the fair value of the assets under evaluation. As of September 30, 2010, management was not aware of any indicators of impairment of the Company's long-lived assets. Unexpected changes in cash flows could result in impairment charges in the future.

(c)

Goodwill

Goodwill and other indefinite-lived intangible assets are 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 and other indefinite-lived intangible assets are less than the carrying or book value. As of each of January 1, 2010 and 2009, the Company performed its annual goodwill impairment test and determined there was no impairment. The Company believes that, as of September 30, 2010, no indicators of impairment were present which would warrant an interim impairment test. We have five operating segments: (1) Maritime, (2) Land-Based Spas, (3) Product Distribution, (4) Training, and (5) Schools. The Maritime, Land-Based Spas, Product Distribution ("Products") and Schools operating segments have associated goodwill and each of them has been determined to be a reporting unit.

The change in goodwill during the nine months ended September 30, 2010, further described in Note 4, was as follows (in thousands):

Maritime

Land-Based
Spas

Products

Schools

Total

Balance at December 31, 2009

$

8,590

$

43,029

$

27,620

$

42,361

$

121,600

Purchase price adjustments

--

(1,777

)

(2,557

)

--

(4,334

)

Balance at September 30, 2010

$

8,590

$

41,252

$

25,063

$

42,361

$

117,266

8


 

(d)

Income Taxes

We file a consolidated tax return for our U.S. subsidiaries other than those domiciled in U.S. territories which file specific returns. In addition, our foreign subsidiaries file income tax returns in their respective countries of incorporation, where required. We utilize the liability method and deferred income 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. Deferred income tax provisions and benefits are based on the changes to the asset or liability from period to period. A valuation allowance is provided on deferred tax assets if it is determined that it is more likely than not that the deferred tax asset will not be realized. The majority of our income is generated outside of the United States. We believe a large percentage of our shipboard services income is foreign-source income, not effectively connected to a business we conduct in the United States and, therefore, not subject to United States income taxation.

(e)

Translation of Foreign Currencies

For currency exchange rate purposes, assets and liabilities of our foreign subsidiaries are translated at the rate of exchange in effect at the balance sheet date. Equity and other items are translated at historical rates and 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 Loss caption of our Condensed Consolidated Balance Sheets. Foreign currency gains and losses resulting from transactions, including intercompany transactions, are included in the results of operations. The transaction (losses) gains included in the Administrative expenses caption of our Condensed Consolidated Statements of Income were approximately $1.2 million and ($0.2 million) for the three months ended September 30, 2010 and 2009, respectively, and approximately ($0.9 million) and $1.7 million for the nine months ended September 30, 2010 and 2009, respectively. The transaction gains (losses) in the Cost of Products caption of our Condensed Consolidated Statements of Income were approximately ($1.5 million) and $1.0 million for the three months ended September 30, 2010 and 2009, respectively, and approximately $0.1 million and ($2.6 million) for the nine months ended September 30, 2010 and 2009, respectively.

9


 

(f)

Earnings Per Share

Basic earnings per share is computed by dividing the net income available to common shareholders by the weighted average number of outstanding common shares. The calculation of diluted earnings per share is similar to basic earnings per share except that the denominator includes dilutive common share equivalents such as share options, restricted shares and restricted share units. A reconciliation between basic and diluted earnings per share is as follows (in thousands, except per share data):

   

Three Months Ended

     

Nine Months Ended

 
   

September 30,

     

September 30,

 
   

2010

     

2009

     

2010

     

2009

 
                               

Net income

$

11,751

   

$

10,811

   

$

31,368

   

$

27,083

 

Income allocable to holders of Steiner Education
   Group, Inc. ("SEG") options

 


--

 


 


(34


)

   


--

     


(244


)

Net income for diluted earnings per share

$

11,751

   

$

10,777

   

$

31,368

   

$

26,839

 
                               

Weighted average shares outstanding used in
   calculating basic earnings per share

 


14,860

     


14,585

     


14,817

     


14,556

 

Dilutive common share equivalents

 

233

     

252

     

265

     

163

 

Weighted average common and common share    equivalents used in calculating diluted earnings
   per share

 



15,093

     



14,837

     



15,082

     



14,719

 

Income per common share:

   Basic

$

0.79

$

0.74

$

2.12

$

1.86

   Diluted

$

0.78

$

0.73

$

2.08

$

1.82

Options and restricted shares outstanding which
   are not included in the calculation of diluted
   earnings per share because their impact is anti-
   dilutive




94




153




27




262

In July 2009, the Company entered into a transaction with the holders of the SEG options pursuant to which the SEG options were exchanged for restricted share units of the Company.

The Company issued 4,000 of its common shares upon the exercise of share options during the three months ended September 30, 2010 and 2009, respectively and issued 76,000 and 23,000 of its common shares upon the exercise of share options during the nine months ended September 30, 2010 and 2009, respectively.

(g)

Stock-Based Compensation

The Company granted approximately 10,000 restricted shares or restricted share units, as the case may be, during the three months ended September 30, 2010 and approximately 32,000 and 8,000 restricted shares and restricted share units during the nine months ended September 30, 2010 and 2009, respectively. No other stock-based compensation was granted during the three and nine months ended September 30, 2010 and 2009, respectively.

10


 

(h)

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 $4.2 million and $3.4 million for the three months ended September 30, 2010 and 2009, respectively. Of these amounts, $2.5 million are included in cost of revenues in the accompanying Condensed Consolidated Statements of Income for the three months ended September 30, 2010 and 2009, respectively. Advertising costs were approximately $12.2 million and $10.2 million for the nine months ended September 30, 2010 and 2009, respectively. Of these amounts, $7.4 million and $7.3 million, respectively, are included in cost of revenues in the accompanying Condensed Consolidated Statements of Income for the nine months ended September 30, 2010 and 2009, respectively. At September 30, 2010 and December 31, 2009, the amounts of advertising costs included in prepaid expenses were not material.

(i)

Recent Accounting Pronouncements

In October 2009, the FASB issued accounting guidance that amends the criteria for allocating a contract's consideration to individual services or products in multiple deliverable arrangements. This guidance is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. We will adopt this guidance beginning on January 1, 2011 and do not expect a material impact on our condensed consolidated unaudited financial statements from such adoption.

In January 2010, authoritative guidance was issued requiring enhanced disclosures for fair value measurements. Entities are required to separately disclose the amounts and reasons of significant transfers in and out of the first two levels of the fair value hierarchy. Entities are also required to present information about purchases, sales, issuances and settlements of fair value measurements within the third level of the fair value hierarchy on a gross basis. We adopted this authoritative guidance, with the exception of the disclosures about purchases, sales, issuance and settlements which will be effective for our fiscal year 2011 interim and annual consolidated financial statements. The adoption of this guidance did not have an impact on our consolidated financial statements. The remaining disclosures will be added to our future filings when applicable.

11


 

(j)

Revenue Recognition

We recognize revenues earned as services are provided and as products are sold or shipped, as the case may be. Revenue from gift certificate sales is recognized upon gift certificate redemption and upon recognition of breakage. We do not charge administrative fees on unused gift cards, and our gift cards do not have an expiration date. Based on historical redemption rates, a relatively stable percentage of gift certificates will never be redeemed, referred to as "breakage."  We use the redemption recognition method for recognizing breakage related to certain gift certificates for which we have sufficient historical information. Under the redemption recognition method, revenue is recorded in proportion to, and over, the time period gift cards are actually redeemed. Breakage is recognized only if we determine that we do not have a legal obligation to remit the value of unredeemed gift certificates to government agencies under the unclaimed property laws in the relevant jurisdictions. We determine our gift certificate breakage rate based upon historical redemption patterns. At least three years of historical data, which will be updated annually, is used to determine actual redemption patterns. Gift certificate breakage income is included in Services Revenue in our Condensed Consolidated Statement of Income for the three and nine months ended September 30, 2010.

Tuition revenue and revenue related to certain nonrefundable fees and charges at our massage and beauty schools are recognized monthly on a straight-line basis over the term of the course of study. At the time a student begins attending a school, a liability (unearned tuition) is recorded for all academic services to be provided and a tuition receivable is recorded for the portion of the tuition not paid up front in cash. Revenue related to sales of program materials, books and supplies are, generally, recognized when the program materials, books and supplies are delivered. We include the revenue related to sales of program materials, books and supplies in the Services Revenue financial statement caption in our Condensed Consolidated Statements of Income. If a student withdraws from one of our schools prior to the completion of the academic term, we refund the portion of the tuition already paid that, pursuant to our refund policy and applicable federal and state law and accrediting agency standards, we are not entitled to retain.

(k)

Contingent Rents and Scheduled Rent Increases

Our land-based spas, generally, are required to pay rent based on a percentage of our revenues.  In addition, for certain of our land-based spas, we are required to pay a minimum rental amount regardless of whether such amount would be required to be paid under the percentage rent agreement.  Rent escalations are recorded on a straight-line basis over the terms of the lease agreements. We record contingent rent at the time it becomes probable it will exceed the minimum rent obligation per the lease agreements. Previously recognized rental expense is reversed into income at such time that it is not probable that the specified target will be met.

(l)

Fair Value of Financial Instruments

Cash and cash equivalents, accounts receivable, accounts receivable - students and accounts payable are reflected in the accompanying Condensed Consolidated Financial Statements at cost, which approximated fair value due to the short maturity of these instruments. The fair values of the term and revolving loans were determined using applicable interest rates as of the balance sheet date and approximate the carrying value of such debt because the underlying instruments were at variable rates that are repriced frequently.

12


 

(4)

ACQUISITIONS:

On December 31, 2009, we completed the acquisition of all of the issued and outstanding capital stock of Bliss Inc. We acquired Bliss Inc. to expand our land-based spa operations and products distribution and to assist in their future growth. The purchase price of the acquisition, funded from existing cash and through borrowings under Steiner's new credit facility, was $100.0 million in cash less cash acquired. The results of operations of Bliss Inc. are included in our results of operations for periods subsequent to December 31, 2009.

We applied the purchase method of accounting to record this transaction. The preliminary purchase price allocation for the acquisition, which reflects the finalization of a post-closing working capital adjustment described below, is as follows (in thousands):

Accounts receivable

$

3,450

Inventories

7,707

Other current assets

878

Property and equipment

32,505

Goodwill and intangible assets

63,907

Accounts payable

(2,901

)

Deferred tax liability

(6,990

)

Accrued expenses

(12,484

)

Cash used in acquisition, net of cash acquired

$

86,072

The purchase price and initial recording of the transaction was based on preliminary estimates of fair values and is subject to change. The purchase price allocation is not complete for inventory, property and equipment and deferred taxes. Additional information is necessary to complete the purchase price allocation, including replacement cost information. None of the Goodwill and intangible assets above are tax deductible.

In the second quarter of 2010, we received from the previous owner of Bliss Inc. approximately $3.9 million related to the finalization of a post-closing working capital adjustment. This amount was recorded in the preceding table as a decrease to goodwill initially recorded as of December 31, 2009.

The intangible assets of Bliss Inc. that we acquired are as follows (in thousands):

Life

Fair Value

Trade names

Indefinite

$

21,300

Leases, net

Lease Term

100

$

21,400

The fair values of the leases were based on the current market for similar leases; the fair values of the trade names were based on the relief from royalty method.

13


The following is a summary of the unaudited pro forma historical results, as if Bliss Inc. had been acquired at January 1, 2009 (in thousands, except per share data).

Three Months
Ended
September 30, 2009

Nine Months
Ended
September 30, 2009

Total revenues

$

149,855

$

426,598

Income from operations

$

12,110

$

30,177

Basic income per share

$

0.71

$

1.69

Diluted income per share

$

0.70

$

1.65

The unaudited pro forma results have been prepared for comparative purposes only and do not purport to be indicative of the results of operations which actually would have resulted had this acquisition occurred at January 1, 2009, nor are they necessarily indicative of future operating results.

(5)

COMMITMENTS AND CONTINGENCIES:

(a)

Legal Proceedings

From time to time, in the ordinary course of business, we are party to various claims and legal proceedings. There have been no material changes with respect to legal proceedings previously reported in our annual report on Form 10-K for the year ended December 31, 2009 and our quarterly report on Form 10-Q for the quarter ended June 30, 2010, except as described below.

As previously reported, in December 2004, a personal injury action was filed against us in the Circuit Court in Miami-Dade County, Florida by Vennila Amaran as guardian of Preetha Amaran (the "Plaintiff") alleging that the Plaintiff suffered serious injuries in connection with her use of an exercise machine in a spa operated by us. The Plaintiff is alleging an unspecified amount of damages. We are unable to provide an evaluation of the likelihood of an unfavorable outcome, or provide an estimate of the amount of range or potential loss in this matter. Should we be found liable in this matter, and the amount of any such liability exceeds the limits of our applicable insurance coverage or if such insurance coverage were to be unavailable, the amount that we may be required to pay in connection with such liability could have a material adverse effect on our financial condition and results of operations.

(b)

Tax Matters

The Company may be liable for employment-related taxes for certain past and current employees. Management currently believes that the amount of such liability, if any, would not be material to the Company's financial condition or results of operations.

In March 2009, we received a tax assessment from the Mexican tax authorities for approximately $2.3 million. We are disputing the assessment and are uncertain as to when it will be resolved. Based on the advice of our Mexican Counsel, we believe that it is more likely than not that our position will be sustained; therefore, we have not established an accrual with respect to that assessment as of September 30, 2010.

 

14


 

(6)

ACCRUED EXPENSES:

Accrued expenses consists of the following (in thousands):

   

September 30,

   

December 31,

   

2010

   

2009

           

Operative commissions

$

3,522

 

$

2,540

Minimum cruise line commissions

 

3,800

   

10,006

Payroll and bonuses

 

8,016

   

8,412

Rent

 

959

   

1,103

Other

 

13,140

   

12,475

   Total

$

29,437

$

34,536

Under most of our concession agreements with cruise lines and certain of our leases with land-based spas, we are required to make minimum annual payments, irrespective of the amounts of revenues received from those operations. Accordingly, these minimum annual payments are expensed/accrued over the applicable 12-month period.

Our land-based spas, generally, are required to pay rent based on a percentage of our revenues. In addition, for certain of our land-based spas, we are required to pay a minimum rental amount regardless of whether such amount would be required to be paid under the percentage rent agreement. Rent escalations are recorded on a straight-line basis over the term of the lease agreement. We record contingent rent at the time it becomes probable that it will exceed the minimum rent obligation per the lease agreement. Previously recognized rental expense is reversed into income at such time that it is not probable that the specified target will be met.

(7)

LONG-TERM DEBT:

Long-term debt consists of the following (in thousands):

September 30,

December 31,

2010

2009

Term loan

$

28,750

$

50,000

Revolving loan

--

10,500

Total long-term debt

28,750

60,500

Less: Current portion

5,000

15,000

Long-term debt, net of current portion

$

23,750

$

45,500

In connection with our acquisition of Bliss Inc., in November 2009, we entered into a new credit facility (the "Credit Facility") with a group of lenders including SunTrust Bank, our existing lender, consisting of a $60 million revolving credit facility, with $5.0 million swingline and $5.0 million letter of credit sub-facilities, and a delayed draw term loan facility of $50.0 million, both maturing November 2, 2012. The delayed draw term loan was fully funded at the closing of the Bliss Inc. acquisition. Extensions of credit under the Credit Facility will also be used (i) to pay certain fees and expenses associated with the Bliss Inc. acquisition, (ii) to refinance existing indebtedness, (iii) for capital expenditures, (iv) to finance possible future acquisitions permitted under the Credit Agreement and (v) for working capital and general corporate purposes, including letters of credit. The new credit facility replaces our 2007 credit facility, which has been terminated. As of September 30, 2010, there was $60.0 million available under the revolving credit facility. Interest on borrowings under the Credit Facility accrues at Base Rate, LIBOR or Index Rate, depending on which rate is lowest at the time, plus, in each case, a spread of between 3.00% - 3.50%, based on the Company's financial performance. At September 30, 2010, our borrowing rate was 3.76%. Our obligations under the Credit Facility are secured by substantially all of the Company's present and future tangible and intangible assets.

15


Our Credit Facility 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, 2010, and through the date of this report, 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.

(8)

COMPREHENSIVE INCOME (LOSS):

The components of Steiner Leisure's comprehensive income are as follows (in thousands):

   

Three Months Ended

   

Nine Months Ended

 
   

September 30,

   

September 30,

 
   

2010

   

2009

   

2010

   

2009

 
                         

Net income

$

11,751

 

$

10,811

 

$

31,368

 

$

27,083

 

Foreign currency translation adjustments, net of taxes

 

1,707

   

(1,634

)

 

43

   

3,404

 

Comprehensive income

$

13,458

$

9,177

$

31,411

$

30,487

   
   

(9)

SHAREHOLDERS' EQUITY:

In February 2008, our Board of Directors approved a share repurchase plan under which up to $100.0 million of common shares can be purchased, and terminated the prior plan. During the nine months ended September 30, 2010 and 2009, respectively, we purchased approximately 102,000 and 35,000 shares, with a value of approximately $3.9 million and $0.8 million, respectively. Of those shares purchased, 26,000 and 35,000 shares for the nine months ended September 30, 2010 and 2009, respectively, were surrendered by our employees in connection with the vesting of restricted shares and used by us to satisfy payment of our minimum federal income tax withholding obligations in connection with these vestings. These share purchases were outside of our repurchase plan.

(10)

SEGMENT INFORMATION:

Our operating segments are aggregated into reportable business segments based upon similar economic characteristics, products, services, customers and delivery methods. Additionally, the operating segments represent components of the Company for which separate financial information is available that is utilized on a regular basis by the chief executive officer in determining how to allocate the Company's resources and evaluate performance.

We operate in three reportable segments: (1) Spa Operations, which provides spa services onboard cruise ships and land-based spas; (2) Products, which sells a variety of high quality beauty products to third parties; and (3) Schools, which offers programs in massage therapy and skin care. Amounts included in "Other" include various corporate items such as unallocated overhead and intercompany transactions.

16


Information about our segments is as follows (in thousands):

   

Three Months Ended

   

Nine Months Ended

 
   

September 30,

   

September 30,

 
   

2010

   

2009

   

2010

   

2009

 

Revenues:

                       

   Spa Operations

$

118,242

 

$

97,989

 

$

331,157

 

$

277,012

 

   Products

 

32,348

   

23,087

   

95,544

   

60,079

 

   Schools

 

16,658

   

16,068

   

49,741

   

44,989

 

   Other

 

(6,104

)

 

(6,280

)

 

(18,331

)

 

(16,443

)

      Total

$

161,144

 

$

130,864

 

$

458,111

 

$

365,637

 

Income from Operations:

                       

   Spa Operations

$

9,787

 

$

7,763

 

$

22,960

 

$

22,461

 

   Products

 

2,752

   

2,454

   

6,481

   

3,981

 

   Schools

 

3,679

   

3,439

   

11,910

   

8,395

 

   Other

 

(1,322

)

 

(1,246

)

 

(2,234

)

 

(4,527

)

      Total

$

14,896

$

12,410

$

39,117

$

30,310

   

September 30,

 

December 31,

 
   

2010

     

2009

 

Identifiable Assets:

             

   Spa Operations

$

214,405

   

$

209,340

 

   Products

 

176,196

     

161,258

 

   Schools

87,445

85,590

   Other

(83,865

)

(73,810

)

      Total

$

394,181

$

382,378

Included in Spa Operations, Products and Schools is goodwill of $49.8 million, $25.1 million and $42.4 million, respectively, as of September 30, 2010, and $51.6 million, $27.6 million and $42.4 million, respectively, as of December 31, 2009.

(11)

GEOGRAPHIC INFORMATION:

Set forth below is information relating to countries in which we have material operations. We are not able to identify the country of origin for the customers to which revenues from our cruise ship operations relate. Geographic information is as follows (in thousands):

   

Three Months Ended

   

Nine Months Ended

 
   

September 30,

   

September 30,

 
   

2010

   

2009

   

2010

   

2009

 
                         

Revenues:

                       

  United States

$

45,113

 

$

26,107

 

$

136,934

 

$

77,293

 

  United Kingdom

 

14,155

   

12,550

   

39,374

   

30,743

 

  Not connected to a country

 

93,874

   

84,758

   

257,060

   

233,775

 

  Other

 

8,002

   

7,449

   

24,743

   

23,826

 

    Total

$

161,144

$

130,864

$

458,111

$

365,637

17


 

   

September 30,

   

December 31,

 
   

2010

   

2009

 

Property and Equipment, net:

           

   United States

$

48,552

 

$

51,086

 

   United Kingdom

5,608

6,226

   Not connected to a country

1,659

1,612

   Other

22,649

23,545

      Total

$

78,468

$

82,469

 

18


 

Item 2.

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


Overview

Steiner Leisure Limited is a leading worldwide provider of spa services.  We operate our business through three reportable segments: Spa Operations, Products and Schools.

In December 2009, Steiner Leisure acquired all of the stock of Bliss Inc. from Starwood. Bliss Inc. is a spa and skincare company with urban hotel and land-based spa locations, offering services under the Bliss and Remède brands and products under the Bliss and Laboratoire Remède brands. Bliss Inc. also operates an e-commerce and catalog business and distributes its products through Bloomingdale's, Harrods, Harvey Nichols, Macy's, Neiman Marcus, Nordstrom, Saks Fifth Avenue and other department stores, as well as Sephora stores and other domestic and international retail locations. The purchase price for Bliss Inc. was $100.0 million in cash, less cash acquired. In connection with this acquisition, Bliss and Remède spas and amenities remain exclusive to Starwood in the hotel category at W Hotels and St. Regis Hotels, respectively.

Through our Spa Operations segment, we offer massages and a variety of other body treatments, as well as a broad variety of beauty treatments to women, men and teenagers on cruise ships and at land-based spas. In connection with these services, we have assisted in the design of facilities for many of the ships and land-based venues that we serve. We conduct our activities pursuant to agreements with cruise lines and owners of our land-based venues that, generally, give us the exclusive right to offer these types of services at those venues. The cruise lines and land-based venue owners, generally, receive compensation based on a percentage of our revenues at these respective locations and, in certain cases, a minimum annual rental or combination of both.

Through our Products segment, we develop and sell a variety of high quality beauty products under our Elemis, La Thérapie, Bliss, Remède and Laboratoire Remède brands, and also sell products of third parties, both under our packaging and labeling and otherwise. The ingredients for these products are produced for us by several suppliers, including premier European manufacturers. We sell our products at our shipboard and land-based spas pursuant to the same agreements under which we provide spa services at those locations, as well as through third-party outlets. We believe that having our products featured at our spas at sea and on land has assisted us in securing other distribution channels for our products.

Through our Schools segment, we own and operate five post-secondary schools (comprised of a total of 17 campuses) located in Arizona, Colorado, Connecticut, Florida, Maryland, Nevada, Pennsylvania, Utah and Virginia.  These schools offer programs in massage therapy and, in some cases, beauty and skin care, and train and qualify spa professionals for health and beauty positions, including, in some cases, within the Steiner family of companies. Among other things, we train the students at our schools in the use of our Elemis and La Thérapie products. We offer full-time programs as well as part-time programs for students who work or who otherwise desire to take classes outside traditional education hours. Revenues from our massage and beauty schools, which consist almost entirely of student tuition payments, are derived to a significant extent from the proceeds of loans issued under the DOE's Title IV program and, accordingly, we must comply with a number of regulatory requirements in order to maintain the eligibility of our students and prospective students for loans under this program.

Our revenues are generated principally from our cruise ship operations. Accordingly, our success and our growth are 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. Our hotel spas are dependent on the hospitality industry for their success. These industries are subject to significant risks that could affect our results of operations.

19


The success of the cruise and hospitality industries, as well as our business, is impacted by economic conditions. The overall economic weakness in the U.S. (where a significant portion of our shipboard and land-based spa customers reside) and other world economies, which began in 2008, including increased unemployment, and the problems in the credit and capital markets, have created a challenging environment for the cruise and hospitality industries and our business, including our retail beauty products sales. The impact on consumers of high fuel costs has added to this turmoil. High fuel costs also increase our product delivery and employee travel costs. These conditions have impacted consumer confidence and placed considerable negative pressure on discretionary consumer spending, including spending on cruise and hospitality industry venue vacations, hotel stays and our services and products. As a consequence of these economic conditions, our results of operations and financial condition for the first, second and third quarters of 2010 were adversely affected, although less so than in 2009, and the continuation or worsening of these conditions would likely continue to adversely affect our results of operations and financial condition during the period of such continuation or worsening.

Other factors also can adversely affect our financial results. The U.S. Dollar has been weak in recent years against the U.K. Pound Sterling and the Euro. This weakness affected our results of operations because we pay for the administration of recruitment and training of our shipboard personnel and the ingredients and manufacturing of many of our products in U.K. Pounds Sterling and Euros. The U.S. Dollar strengthened significantly in the second half of 2008, favorably affecting our results, but during 2009 again weakened against the U.K. Pound Sterling. During the first nine months of 2010, the U.K. Pound Sterling and Euro have strengthened and to the extent that the U.K. Pound Sterling or the Euro becomes stronger against the U.S. Dollar, our results of operations and financial condition could be adversely affected.

A significant factor in our financial results is the amounts we are required to pay under our agreements with the cruise lines and land-based venues we serve. Certain cruise line agreements provide for increases in percentages of revenues and other amounts payable by us over the terms of those agreements. These payments also may be increased under new agreements with cruise lines and land-based venue operators 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.

Weather also can impact our results. The multiple destructive hurricanes that hit the Southern United States and other regions several years ago caused cancellation or disruption of certain cruises and the closure of certain of our hotel spas and campuses of our massage and beauty schools, which had adverse effects on us. We also experience, almost every year, days of severe winter weather that causes us to close one or more campuses of our schools for, in some instances, up to several days at a time, including as occurred during the winter of 2009 - 2010.

Historically, a significant portion of our operations has been conducted on ships through entities that are not subject to income taxation in the United States or other jurisdictions. Our acquisitions in recent years of school operations and Bliss Inc. consist of land-based operations whose sales primarily are in the United States. To the extent that our non-shipboard income continues to increase as a percentage of our overall income, the percentage of our overall income that will be subject to tax would continue to increase.

An increasing amount of revenues have come from our sales of products through third party retail outlets, our web sites, mail order and other channels. However, as our product sales grow, continued increases in the rate of such growth are more difficult to attain.

In addition, an increasing percentage of cruise passengers who use our services are repeat customers of ours. These repeat customers are less likely to purchase our products than new customers.

20


Key Performance Indicators

Spa 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 a measure of performance for our cruise line operations, our average revenue per week. We use these measures of performance because they assist us in determining the productivity of our staff, which we believe is a critical element of our operations. With respect to our land-based spas, we measure our performance primarily through average weekly revenue over applicable periods of time.

Schools. With respect to our massage and beauty schools, we measure performance primarily by the number of new student enrollments and the rate of retention of our students. 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 land-based spas, we measure performance by revenues.

Growth

We seek to grow our business by attempting to obtain contracts for new cruise ships brought into service by our existing cruise line customers and for existing and new ships of other cruise lines, seeking new venues for our land-based spas, developing new products and services, seeking additional channels for the distribution of our retail products and seeking to increase the student enrollments at our post-secondary massage and beauty schools. We also consider growth, among other things, through appropriate strategic transactions, including acquisitions and joint ventures.

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, please see Note 2 in the Notes to the Consolidated Financial Statements in Item 15 of our Annual Report on Form 10-K for 2009 filed with the SEC. Note that our preparation of this Quarterly Report on 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 services, including an allocable portion of wages paid to shipboard employees, an allocable portion of payments to cruise lines, an allocable portion of staff-related shipboard expenses, wages paid directly to land-based spa employees, payments to land-based spa venue owners, spa facilities depreciation, as well as, with respect to our schools, directly attributable campus costs such as rent, advertising and employee wages; and
    • cost of products, including an allocable portion of wages paid to shipboard employees, an allocable portion of payments to cruise lines, an allocable portion of other staff-related shipboard expenses, as well as costs associated with development, manufacturing and distribution of products.

The allocations discussed above are based on the portion of maritime revenues represented by product or service revenues.

21


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 and land-based spa agreements provide for increases in the percentages of services and products revenues and/or, as the case may be, the amount of minimum annual payments over the terms of those agreements. These payments may also be increased under new agreements with cruise lines and land-based spa venue owners 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 is not 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 certain intangibles relating to our acquisitions of hotel spas in 2001, UCMT in April 2006, CCMT in August 2008 and Bliss Inc. in December 2009.

Revenue Recognition

We recognize revenues earned as services are provided and as products are sold or shipped, as the case may be. Revenue from gift certificate sales is recognized upon gift certificate redemption and upon recognition of breakage. We do not charge administrative fees on unused gift cards, and our gift cards do not have an expiration date. Based on historical redemption rates, a relatively stable percentage of gift certificates will never be redeemed, referred to as "breakage."  We use the redemption recognition method for recognizing breakage related to certain gift certificates for which we have sufficient historical information. Under the redemption recognition method, revenue is recorded in proportion to, and over, the time period gift cards are actually redeemed. Breakage is recognized only if we determine that we do not have a legal obligation to remit the value of unredeemed gift certificates to government agencies under the unclaimed property laws in the relevant jurisdictions. We determine our gift certificate breakage rate based upon historical redemption patterns. At least three years of historical data, which will be updated annually, is used to determine actual redemption patterns. Gift certificate breakage income is included in Services Revenue in our Condensed Consolidated Statement of Income for the three and nine months ended September 30, 2010.

Tuition revenue and revenue related to certain nonrefundable fees and charges at our massage and beauty schools are recognized monthly on a straight-line basis over the term of the course of study. At the time a student begins attending a school, a liability (unearned tuition) is recorded for all academic services to be provided and a tuition receivable is recorded for the portion of the tuition not paid up front in cash. Revenue related to sales of program materials, books and supplies are, generally, recognized when the program materials, books and supplies are delivered. We include the revenue related to sales of program materials, books and supplies in the Services Revenue financial statement caption in our Consolidated Statement of Income. If a student withdraws from one of our schools prior to the completion of the academic term, we refund the portion of the tuition already paid that, pursuant to our refund policy and applicable federal and state law and accrediting agency standards, we are not entitled to retain.

Allowance for Doubtful Accounts

We do not have critical accounting policies with respect to allowance for doubtful accounts other than with respect to our massage therapy and beauty schools. We extend unsecured credit to our students for tuition and fees and we record a receivable for the tuition and fees earned in excess of the payment received from or on behalf of a student. We record an allowance for doubtful accounts with respect to accounts receivable using historical collection experience. We review the historical collection experience, consider other facts and circumstances, and adjust the calculation to record an allowance for doubtful accounts as appropriate. If our current collection trends were to differ significantly from our historic collection experience, however, we would make a corresponding adjustment to our allowance. We write off the accounts receivable due from former students when we conclude that collection is not probable.

22


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 lease terms, which include renewal periods that may be obtained at our option 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 if we discontinued our 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.

We review long-lived assets for impairment whenever events or changes in circumstances indicate, based on estimated future cash flows, that the carrying amount of these assets may not be fully recoverable. In certain cases, the determination of fair value is highly sensitive to differences between estimated and actual cash flows and changes in the related discount rate used to evaluate the fair value of the assets in question.

Additionally, as part of our recoverability analysis, we consider whether the existing service potential (useful life) of the assets within the asset group remain appropriate or require adjustment. Specifically, we consider the impact of the expected use of the assets and the effects of obsolescence, demand, competition and other economic factors, among other considerations. As of September 30, 2010 and December 31, 2009, we concluded no adjustment to useful lives of our long-lived assets was necessary.

Goodwill and Intangibles

Goodwill and intangibles 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 value. As of September 30, 2010 and December 31, 2009, we had goodwill of $117.3 million and $121.6 million, respectively, and unamortized intangibles of $26.9 million and $27.2 million, respectively.

Our policies regarding the valuation of intangible assets affect the amount of future amortization and possible impairment charges we may incur. Assumptions and estimates about future values and remaining useful lives of our intangible and other long-lived assets are complex and subjective. They can be affected by a variety of factors, including external factors such as consumer spending habits and general economic trends, and internal factors such as changes in our business strategy and our internal forecasts.

We review the carrying value of goodwill and indefinite lived intangible assets of each of our reporting units on an annual basis as of January 1, or more frequently upon the occurrence of certain events or substantive changes in circumstances. We consider our Maritime, Land-Based Spas, Product Distribution, Training and Schools segments to be individual reporting units which are also individual operating segments of the Company. Goodwill acquired in business combinations is assigned to the reporting unit that is expected to benefit from the combination as of the acquisition date.

The first step of the impairment test compares the fair value of each reporting unit with its carrying amount including goodwill. The fair value of each reporting unit is calculated using the average of an income approach and a market comparison approach which utilizes similar companies as the basis for the valuation. If the carrying amount exceeds fair value, then the second step of the impairment test is performed to measure the amount of any impairment loss. The impairment loss is determined by comparing the implied fair value of goodwill to the carrying value of goodwill. The implied fair value of goodwill represents the excess of the fair value of the reporting unit over amounts assigned to its net assets.

The step-one determination of fair value utilizes an evaluation of historical and forecasted operating results and other estimates. The fair value measurement is generally determined through the use of independent third party appraisals or an expected present value technique, both of which may include a discounted cash flow approach, which reflects our own assumptions of what those market participants would use to price the asset or asset group. During the year, we monitor the actual performance of our reporting units relative to the fair value assumptions used in our annual goodwill impairment test, including potential events and changes in circumstance affecting our key estimates and assumptions. For the nine months ended September 30, 2010, we did not identify any triggering events which required an interim impairment test subsequent to our annual impairment test on January 1, 2010.

23


As of January 1, 2010 and 2009, we tested for impairment of the carrying value of goodwill and other indefinite lived intangible assets of each of our reporting units and concluded for each reporting unit that the implied fair value of goodwill exceeded its carrying value and the fair value of indefinite lived intangible assets exceeded its carrying value.

The determination of fair value utilizes an evaluation of historical and forecasted operating results and other key assumptions made by management, including discount rates, utilized in the valuation of certain identifiable assets. Deterioration in macroeconomic conditions or in our results of operations or unforeseen negative events could adversely affect our reporting units and lead to a revision of the estimates used to calculate fair value. These key estimates and forecasted operating results may or may not occur or may be revised by management which may require us to recognize impairment losses in the future.

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 estimating our actual current income tax exposure together with an assessment of temporary differences resulting from differing treatment of items for tax purposes and accounting purposes, respectively. These differences result in deferred income tax assets and liabilities which are included in our Consolidated Balance Sheets. We must then assess the likelihood that our deferred income tax assets will be recovered from future taxable income and, to the extent that 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 our Consolidated Statement of Income.

Significant management judgment is required in determining our provision for income taxes, our deferred income tax assets and liabilities and the valuation allowance recorded against our net deferred tax assets. We have recorded a valuation allowance of $33.7 million as of September 30, 2010, due to uncertainties related to our ability to utilize certain of our deferred income 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 income 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 results of operations and financial condition.

Contingent Rents and Scheduled Rent Increases

Our hotel spas, generally, are required to pay rent based on a percentage of our revenues, with others having fixed rents. In addition, for certain of our land-based spas, we are required to pay a minimum rental amount regardless of whether such amount would be required to be paid under the percentage rent agreement. Rent escalations are recorded on a straight-line basis over the term of the lease agreement. We record contingent rent at the time it becomes probable that it will exceed the minimum rent obligation per the lease agreement. Previously recognized rental expense is reversed into income at such time that it is not probable that the specified target will be met.

Recent Accounting Pronouncements

In October 2009, the FASB issued accounting guidance that amends the criteria for allocating a contract's consideration to individual services or products in multiple deliverable arrangements. This guidance is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. We will adopt this guidance beginning on January 1, 2011 and do not expect a material impact on our condensed consolidated unaudited financial statements from such adoption.

24


In January 2010, authoritative guidance was issued requiring enhanced disclosures for fair value measurements. Entities are required to separately disclose the amounts and reasons of significant transfers in and out of the first two levels of the fair value hierarchy. Entities are also required to present information about purchases, sales, issuances and settlements of fair value measurements within the third level of the fair value hierarchy on a gross basis. We adopted this authoritative guidance, with the exception of the disclosures about purchases, sales, issuance and settlements which will be effective for our fiscal year 2011 interim and annual consolidated financial statements. The adoption of this guidance did not have an impact on our consolidated financial statements. The remaining disclosures will be added to our future filings when applicable.

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

   

Nine Months Ended

 
 

September 30,

   

September 30,

 
 

2010

   

2009

   

2010

   

2009

 

Revenues:

                     

  Services

67.1

%

 

69.0

%

 

66.6

%

 

70.1

%

  Products

32.9

   

31.0

   

33.4

   

29.9

 

    Total revenues

100.0

   

100.0

   

100.0

   

100.0

 

Cost of revenues:

                     

  Cost of services

54.7

   

55.4

   

54.4

   

56.7

 

  Cost of products

22.9

   

21.0

   

22.6

   

22.3

 

    Total cost of revenues

77.6

   

76.4

   

77.0

   

79.0

 

    Gross profit

22.4

   

23.6

   

23.0

   

21.0

 

Operating expenses:

                     

  Administrative

4.9

   

6.1

   

5.8

   

4.9

 

  Salary and payroll taxes

8.2

   

8.0

   

8.7

   

7.9

 

    Total operating expenses

13.1

   

14.1

   

14.5

   

12.8

 

    Income from operations

9.3

9.5

8.5

8.2

Other income (expense), net:

                     

  Interest expense

(0.6

)

 

--

   

(0.6

)

 

--

 

  Other income

--

   

--

   

--

   

--

 

    Total other income (expense), net

(0.6

)

 

--

   

(0.6

)

 

--

 

    Income before provision for
    income taxes


8.7

   


9.5

   


7.9

   


8.2

 

Provision for income taxes

1.4

   

1.2

   

1.1

   

0.9

 

Net income

7.3

%

8.3

%

6.8

%

7.3

%

 

25


Three Months Ended September 30, 2010 Compared to Three Months Ended September 30, 2009

REVENUES

Revenues of our reportable segments for the three months ended September 30, 2010 and 2009, respectively, were as follows (in thousands):

   

Three Months Ended
September 30,

 


% Change

Revenue:

 

2010

   

2009

   

Spa Operations Segment

$

118,242

 

$

97,989

 

20.7%

Products Segment

 

32,348

   

23,087

 

40.1%

Schools Segment

 

16,658

   

16,068

 

3.7%

Other

 

(6,104

)

 

(6,280

)

N/A

   Total

$

161,144

$

130,864

23.1%

Total revenues increased approximately 23.1%, or $30.2 million, to $161.1 million in the third quarter of 2010 from $130.9 million in the third quarter of 2009. Of this increase, $17.7 million was attributable to a increase in services revenues and $12.5 million was attributable to a increase in products revenues.

Spa Operations Segment Revenues. Spa Operations segment revenues increased approximately 20.7%, or $20.2 million, to $118.2 million in the third quarter of 2010 from $98.0 million in the third quarter of 2009. In addition, average weekly revenues for our land-based spas increased 34.9% to $26,274 in the third quarter of 2010 from $19,473 in the third quarter of 2009. These increases were primarily attributable to the acquisition of Bliss Inc. in December 2009. We had an average of 2,309 shipboard staff members in service in the third quarter of 2010, compared to an average of 2,092 shipboard staff members in service in the third quarter of 2009. Revenues per shipboard staff per day increased by 0.1% to $442 in the third quarter of 2010 from $440 in the third quarter of 2009. Average weekly revenues for our shipboard spas increased by 6.0% to $54,357 in the third quarter of 2010 from $51,302 in the third quarter of 2009. Excluding the acquisition of Bliss Inc., the increase in revenues and the key performance indicators referenced above were primarily attributable to some strengthening of the economy worldwide, resulting in increased spending by consumers at our spas.

Products Segment Revenues. Products segment revenues increased approximately 40.1%, or $9.2 million to $32.3 million in the third quarter of 2010 from $23.1 million in the third quarter of 2009. This increase is primarily attributable to the acquisition of Bliss Inc. in December of 2009 and to a strengthening of the economy worldwide, resulting in increased spending by consumers on our products.

Schools Segment Revenues. Schools segment revenues increased approximately 3.7%, or $0.6 million to $16.7 million in the third quarter of 2010 from $16.1 million in the third quarter of 2009. This increase in revenues was primarily attributable to increased enrollments and otherwise increased student populations.

COST OF SERVICES

Cost of services increased $15.6 million to $88.2 million in the third quarter of 2010 from $72.6 million in the third quarter of 2009. Cost of services as a percentage of services revenues was 81.6% in the third quarter of 2010 and 80.4% in the third quarter of 2009. This increase was primarily due to the weak performance of our land-based spas, which was partially offset by the improved performance of our Products segment.

COST OF PRODUCTS

Cost of products increased $9.4 million to $36.9 million in the third quarter of 2010 from $27.5 million in the third quarter of 2009. Cost of products as a percentage of products revenue increased to 69.6% in the third quarter of 2010 from 67.7% in the third quarter of 2009. During the third quarter of 2010, cost of products was negatively impacted by a $1.5 million foreign exchange loss resulting from the weakening of the U.S. Dollar against the UK Pound Sterling relating to intercompany purchases. During the third quarter of 2009, cost of products was positively impacted by a $1.1 million foreign exchange gain resulting from the strengthening of the U.S. Dollar against the UK Pound Sterling relating to intercompany purchases. Excluding the foreign exchange impact, cost of products as a percentage of products revenue decreased to 66.8% in the third quarter of 2010 from 70.2% in the third quarter of 2009 due to the increased sale of higher margin products.

26


OPERATING EXPENSES

Operating expenses increased $2.7 million to $21.1 million in the third quarter of 2010 from $18.4 million in the third quarter of 2009. Operating expenses as a percentage of revenues decreased to 13.1% in the third quarter of 2010 from 14.1% in the third quarter of 2009. Reflected in this decrease is a $1.2 million foreign exchange gain during the third quarter of 2010 resulting from the weakening of the U.S. Dollar against the U.K. Pound Sterling and Euro currencies we were holding. Additionally, we incurred $1.2 million of transaction costs relating to the acquisition of Bliss Inc. during the third quarter of 2009. Excluding the foreign exchange impact and the transaction costs, operating expense as a percentage of revenues increased to 13.8% in the third quarter of 2010 from 13.2% in the third quarter of 2009 primarily due to the acquisition of Bliss Inc.

INCOME FROM OPERATIONS

Income from operations of our reportable segments for the three months ended September 30, 2010 and 2009, respectively, was as follows (in thousands):

   

For the Three Months Ended
September 30,

 


% Change

Income from Operations:

 

2010

 

2009

   

Spa Operations Segment

$

9,787

$

7,763

 

26.1%

Products Segment

2,752

2,454

12.1%

Schools Segment

 

3,679

 

3,439

 

7.0%

Other

 

(1,322

)

(1,246

)

N/A

   Total

$

14,896

$

12,410

20.0%

The increase in operating income in our Spa Operations and Products segments was primarily attributable to some strengthening of the economy worldwide, resulting in increased consumer spending on our services and products. The increase in the operating income in the Schools segment was attributable to increased enrollments and otherwise increased new student populations. Income from operations in the three months ended September 30, 2009 included $1.2 million of transaction costs relating to the acquisition of Bliss Inc.

OTHER INCOME (EXPENSE)

Other income (expense) decreased due to increased interest expense as a result of the debt and deferred financing fees we incurred in connection with our acquisition of Bliss Inc.

PROVISION FOR INCOME TAXES

Provision for income taxes increased $0.6 million to $2.2 million in the third quarter of 2010 from $1.6 million in the third quarter of 2009. Provision for income taxes increased to an overall effective rate of 15.9% in the third quarter of 2010 from 12.8% in the third quarter of 2009. The increase was due to a charge of $427,000 relating to tax planning for a foreign subsidiary and an increase in deferred income tax expense attributable to the acquisition of Bliss Inc.

27


Nine Months Ended September 30, 2010 Compared to Nine Months Ended September 30, 2009

REVENUES

Revenues of our reportable segments for the nine months ended September 30, 2010 and 2009, respectively, were as follows (in thousands):

   

Nine Months Ended
September 30,

 


% Change

Revenue:

 

2010

   

2009

   

Spa Operations Segment

$

331,157

 

$

277,012

 

19.5%

Products Segment

 

95,544

   

60,079

 

59.0%

Schools Segment

 

49,741

   

44,989

 

10.6%

Other

 

(18,331

)

 

(16,443

)

N/A

   Total

$

458,111

$

365,637

25.3%

Total revenues increased approximately 25.3%, or $92.5 million, to $458.1 million in the nine months ended September 30, 2010 from $365.6 million in the nine months ended September 30, of 2009. Of this increase, $48.6 million was attributable to a increase in services revenues and $43.9 million was attributable to a increase in products revenues.

Spa Operations Segment Revenues. Spa Operations segment revenues increased approximately 19.5%, or $54.2 million, to $331.2 million in the nine months ended September 30, 2010 from $277.0 million in the nine months ended September 30, 2009. In addition, average weekly revenues for our land-based spas increased 27.9% to $27,714 in the nine months ended September 30, 2010 from $21,670 in the nine months ended September 30, 2009. These increases were primarily attributable to the acquisition of Bliss Inc. in December of 2009. We had an average of 2,206 shipboard staff members in service in the nine months ended September 30, 2010, compared to an average of 2,077 shipboard staff members in service in the nine months ended September 30, 2009. Revenues per shipboard staff per day increased by 3.6% to $427 in the nine months ended September 30, 2010 from $412 in the nine months ended September 30, 2009. Average weekly revenues for our shipboard spas increased by 8.0% to $51,913 in the nine months ended September 30, 2010 from $48,088 in the nine months ended September 30, 2009. Excluding the acquisition of Bliss Inc., the increase in revenues and the key performance indicators referenced above were primarily attributable to some strengthening of the economy worldwide, resulting in increased spending by consumers at our spas.

Products Segment Revenues. Products segment revenues increased approximately 59.0%, or $35.4 million to $95.5 million in the nine months ended September 30, 2010 from $60.1 million in the nine months ended September 30, 2009. This increase is primarily attributable to the acquisition of Bliss Inc. in December of 2009 and to a strengthening of the economy worldwide, resulting in increased spending by consumers on our products.

Schools Segment Revenues. Schools segment revenues increased approximately 10.6%, or $4.7 million to $49.7 million in the nine months ended September 30, 2010 from $45.0 million in the nine months ended September 30, 2009. This increase in revenues was primarily attributable to increased new enrollments and otherwise increased student populations.

COST OF SERVICES

Cost of services increased $42.0 million to $249.2 million in the nine months ended September 30, 2010 from $207.2 million in the nine months ended September 30, 2009. Cost of services as a percentage of services revenues was 81.7% in the nine months ended September 30, 2010 and 80.8% in the nine months ended September 30, 2009. This increase was primarily due to the weak performance of our land-based spas, which was partially offset by the improved performance of our Schools and Products segments.

COST OF PRODUCTS

Cost of products increased $22.1 million to $103.3 million in the nine months ended September 30, 2010 from $81.2 million in the nine months ended September 30, 2009. Cost of products as a percentage of products revenue decreased to 67.4% in the nine months ended September 30, 2010 from 74.4% in the nine months ended September 30, 2009. This decrease was primarily related to our purchase of Bliss Inc. and increased sales of higher margin products.

28


OPERATING EXPENSES

Operating expenses increased $19.6 million to $66.5 million in the nine months ended September 30, 2010 from $46.9 million in the nine months ended September 30, 2009. Operating expenses as a percentage of revenues increased to 14.5% in the nine months ended September 30, 2010 from 12.8% in the nine months ended September 30, 2009. This increase was primarily attributable to our purchase of Bliss Inc.

INCOME FROM OPERATIONS

Income from operations of our reportable segments for the nine months ended September 30, 2010 and 2009, respectively, was as follows (in thousands):

   

For the Nine Months Ended
September 30,

 


% Change

   

2010

 

2009

   

Income from Operations:

           

Spa Operations Segment

$

22,960

$

22,461

 

2.2%

Products Segment

6,481

3,981

62.8%

Schools Segment

 

11,910

 

8,395

 

41.9%

Other

 

(2,234

)

(4,527

)

N/A

   Total

$

39,117

$

30,310

29.1%

The increase in operating income in our Spa Operations and Products segments was primarily attributable to some strengthening of the economy worldwide, resulting in increased consumer spending on our services and products. The increase in the operating income in the Schools segment was attributable to increased new enrollments and otherwise increased student populations. Income from operations in the nine months ended September 30, 2009 includes $1.2 million of transaction costs relating to the acquisition of Bliss Inc.

OTHER INCOME (EXPENSE)

Other income (expense) decreased due to increased interest expense as a result of the debt and deferred financing fees we incurred in connection with our acquisition of Bliss Inc.

PROVISION FOR INCOME TAXES

Provision for income taxes increased $1.9 million to $5.2 million in the nine months ended September 30, 2010 from $3.3 million in the nine months ended September 30, 2009. Provision for income taxes increased to an overall effective rate of 14.3% in the nine months ended September 30, 2010 from 10.9% in the nine months ended September 30, 2009. The increase was due to the income earned in jurisdictions that tax our income representing a higher percentage of the total income earned in the nine months ended September 30, 2010 than such income represented in the nine months ended September 30, 2009, a charge of $427,000 relating to tax planning for a foreign subsidiary, and an increase in deferred income tax expense attributed to the acquisition of Bliss Inc.

29


Liquidity and Capital Resources

Sources and Uses of Cash

During the nine months ended September 30, 2010, net cash provided by operating activities was approximately $26.3 million compared with $47.3 million for the nine months ended September 30, 2009. This decrease was attributable to changes in working capital including increases in inventory and accounts receivable.

During the nine months ended September 30, 2010, cash used in investing activities was $1.4 million compared with $2.2 million for the nine months ended September 30, 2009. This change was primarily attributable to our receiving $3.9 million from the seller of Bliss Inc. related to finalization of a post-closing working capital adjustment related to the acquisition of Bliss Inc. during the nine months ended September 30, 2010.

During the nine months ended September 30, 2010, cash used in financing activities was $34.0 million compared with $6.4 million for the nine months ended September 30, 2009. This increase in cash used in financing activities was primarily attributable to higher payments on our long-term debt, related to financing for the Bliss Inc. acquisition, during the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009.

Steiner Leisure had working capital of approximately $67.0 million at September 30, 2010, compared to working capital of approximately $39.6 million at December 31, 2009.

In February 2008, our Board of Directors approved a share repurchase plan under which up to $100.0 million of common shares can be purchased, and terminated the prior plan. During the nine months ended September 30, 2010 and 2009, respectively, we purchased approximately 102,000 and 35,000 shares, with a value of approximately $3.9 million and $0.8 million, respectively. Of those shares purchased, 26,000 and 35,000 shares for the nine months ended September 30, 2010 and 2009, respectively, were surrendered by our employees in connection with the vesting of restricted shares and used by us to satisfy payment of our minimum federal income tax withholding obligations in connection with these vestings. These share purchases were outside of our repurchase plan.

Financing Activities

In connection with the acquisition of Bliss Inc. in November 2009, we entered into a new credit facility (the "Credit Facility") with a group of lenders including SunTrust Bank, our existing lender, consisting of a $60 million revolving credit facility, with $5.0 million swingline and $5.0 million letter of credit sub-facilities, and a delayed draw term loan facility of $50.0 million, both maturing November 2, 2012. The delayed draw term loan was fully funded at the closing of the Bliss Inc. acquisition. Extensions of credit under the Credit Facility will also be used (i) to pay certain fees and expenses associated with the Bliss Inc. acquisition, (ii) to refinance existing indebtedness, (iii) for capital expenditures, (iv) to finance possible future acquisitions permitted under the Credit Agreement and (v) for working capital and general corporate purposes, including letters of credit. The new credit facility replaces our 2007 credit facility, which has been terminated. As of September 30, 2010, there was $60.0 million available under the revolving credit facility. Interest on borrowings under the Credit Facility accrues at base rate of the bank, LIBOR or a specified index rate, depending on which rate is lowest at the time, plus, in each case, a spread of between 3.00% - 3.50%, based upon the Company's financial performance. At September 30, 2010, our borrowing rate was 3.76%. Our obligations under the Credit Facility are secured by substantially all of the Company's present and future tangible and intangible assets.

Our credit facility 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, 2010, 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.

We believe that cash generated from our operations is sufficient to satisfy the cash required to operate our current business for the next 12 months.

30


Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

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 softness, such as currently being encountered, particularly in North America where a substantial number of cruise passengers reside, could have a material adverse effect on the cruise industry and hospitality industry upon which we are dependent, and is currently having such an effect. This has adversely affected our results of operations and financial condition. Continuation or worsening of the adverse economic conditions in North America and elsewhere and over-capacity in the cruise industry could have a material adverse effect on our business, results of operations and financial condition during the period of such continuation or worsening.

Cautionary Statement Regarding Forward-Looking Statements

From time to time, including in this report, we may issue "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 (the "Exchange Act"). 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. We have tried, whenever possible, to identify these statements by using words like "will, " "may, " "could, " "should, " "would, " "believe, " "expect, " "anticipate, " "forecast, " "future, " "intend, " "plan, " "estimate" and similar expressions of future intent or the negative of such terms.

Such forward-looking statements include, but are not limited to, statements regarding:

    • our future financial results;
    • our proposed activities pursuant to agreements with cruise lines or land-based spa operators;
    • our ability to secure renewals of agreements with cruise lines upon their expiration;
    • scheduled introductions of new ships by cruise lines;
    • our future land-based spa activities, including scheduled openings of any additional land-based spas;
    • our ability to generate sufficient cash flow from operations;
    • the extent of the taxability of our income;
    • the financial and other effects of acquisitions and new projects;
    • our market sensitive financial instruments;
    • our ability to increase sales of our products and to increase the retail distribution of our products; and
    • the profitability of one or more of our business segments.

Factors that could cause actual results to differ materially from those expressed or implied by our forward-looking statements include the following:

    • the current economic weakness and related disruptions to capital and credit markets in North America and elsewhere that have reduced the number of customers on cruise ships and at land-based venues and have reduced consumer demand for our services and our products;
    • our dependence on cruise line concession agreements of specified terms that are, in some cases, terminable by cruise lines with limited or no advance notice under certain circumstances;
    • our dependence on the cruise industry and the hospitality industry and our being subject to the risks of those industries, including operation of facilities in regions with histories of economic and/or political instability, or which are susceptible to significant adverse weather conditions, and the risk of maritime accidents or disasters, passenger disappearances and piracy or terrorist attacks at sea or elsewhere and the adverse publicity associated with the foregoing;

31


 

    • increases in our payment obligations in connection with renewals of expiring cruise line agreements and land-based spa agreements, or the securing of new agreements;
    • increasing numbers of cruise line passengers being sourced from outside of North America;
    • the continuing effect on the travel and leisure segment of the international political climate, terrorist attacks and armed hostilities in various regions in recent years and the threat of future terrorist attacks and armed hostilities;
    • the continuing growth of the cruise lines' capacity in recent years and resulting potential need by the cruise lines to offer discounted fares to guests, resulting in potentially adverse effects on us due to reduced spending on our services and our products;
    • changes in or disruptions to airline service to cruise embarkation locations, resulting in adverse effects on the ability of cruise passengers or our staff to reach their departure ports or cancellation of cruises;
    • increasing numbers of days during cruises when ships are in port, which results in lower revenues to us;
    • reductions in revenues during periods of cruise ship dry-dockings and major renovations or closures of land-based venues where we operate spas;
    • our dependence on a limited number of companies in the cruise industry and further consolidation of companies in the cruise industry;
    • the risk that we will be unable to successfully integrate or profitably operate Bliss Inc., or other operations that we may acquire in the future, with our then existing businesses;
    • our dependence on the land-based hospitality industry and the risks to which that industry is subject;
    • the effects of outbreaks of illnesses or the perceived risk of such outbreaks on our land-based spa operations in Asia and in other locations, on our cruise ship operations and on travel generally;
    • major renovations or changes in room rates, guest demographics or guest occupancy at the land-based venues we serve that could adversely affect the volume of our business at land-based spas;
    • our dependence, with respect to our land-based spas, on airline service to our venue locations, which is beyond our control and subject to change;
    • our dependence on a limited number of product manufacturers;
    • our dependence on our distribution facilities and on the continued viability of our third party product distribution channels;
    • our obligation to make minimum payments to certain cruise lines and owners of the locations of our land-based spas, irrespective of the revenues received by us from customers;
    • our dependence on the continued viability of the cruise lines we serve and the land-based venues where we operate our spas;
    • the risk that our receivables, which have been collected on a less timely basis than prior to the commencement of the economic slowdown, will continue to become subject to an even longer period of collection or become uncollectible;
    • delays in new ship introductions, a reduction in new, large spa ship introductions and unscheduled withdrawals from service of ships we serve;
    • increased fuel costs contributing to the current economic weakness and increasing our costs of product delivery and employee travel expenses;
    • our dependence for success on our ability to recruit and retain qualified personnel;
    • possible labor unrest or changes in economics based on collective bargaining activities;

32


 

    • the licensing requirements of the various jurisdictions where we have operations, which could affect our ability to open or adequately staff new venues on our timely basis;
    • changes in the taxation of our Bahamas subsidiaries and increased amounts of our income being subject to taxation;
    • competitive conditions in each of our business segments, including competition from cruise lines and land-based venues that may desire to provide spa services themselves and competition from third party providers of shipboard and land-based spa services;
    • risks relating to our non-U.S. operations;
    • the risk of severe weather conditions, including, but not limited to, hurricanes, earthquakes and Tsunamis, disrupting our spa operations;
    • the ability of the land-based venue operators under certain of our land-based spa agreements to terminate those agreements under certain circumstances;
    • insufficiency of resources precluding our taking advantage of new spa or other opportunities;
    • our potential need to seek additional financing and the risk that such financing may not be available on satisfactory terms or at all;
    • uncertainties beyond our control that could affect our ability to timely and cost-effectively construct and open land-based spa facilities;
    • risks relating to the performance of our massage and beauty schools which are, among other things, subject to significant and periodically changing government regulation, the need for their programs to keep pace with industry demands and the possibility that government-backed student loans will not be available to our students;
    • the risk that increases in interest rates could result in corresponding increases in cost to certain of our students and to students' ability to timely repay loans, resulting in a negative impact on our schools' ability to participate in Title IV programs and a reduction in the number of students attending our schools;
    • the risk of our reduced ability to successfully market our schools at our campuses that experience severe weather conditions from time to time, which weather conditions could result in closings of certain of our campuses for days at a time;
    • the risk of a protracted economic downturn on our schools;
    • obligations under, and possible changes in, laws and government regulations applicable to us and the industries we serve; government regulation of our products and the claims we make about the efficacy of our products, as well as possible challenges to our ability to obtain work permits for employees at our land-based spas;
    • product liability or other claims against us by customers of our products or services;
    • the risk that our insurance coverage may become unavailable to us on commercially reasonable terms or may be insufficient to cover us in the event of a certain loss, or that high visibility claims could result in adverse publicity and thus adversely affect our business;
    • the risks to our cash investments resulting from the current financial environment;
    • restrictions imposed on us as a result of our credit facility;
    • our need to find additional sources of revenues;
    • the risk that announced retail rollouts of our product sales at specified venues will not occur;
    • our need to expand our services to keep up with consumer demands and to grow our business and the risk of increased expenses and liabilities potentially associated with such expansion;
    • our ability to successfully protect our trademarks or obtain new trademarks;

33


 

    • foreign currency exchange rate risk;
    • risks relating to interruptions in service of, and unauthorized access to, our computer networks;
    • the risk that changes in privacy law could adversely affect our ability to market our services and products effectively; and
    • the risk of fluctuations in our share price, including as a result of matters outside of our control.

These risks and other risks are detailed in our Annual Report on Form 10-K for the year ended December 31, 2009 filed with the SEC. That section 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 condition.

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

For a discussion of our market risks, refer to Part II, Item 7A. Quantitative and Qualitative Disclosures about Market Risk is in our Annual Report on Form 10-K for the year ended December 31, 2009.

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 that term is defined in Rules 13a-15(e) and 15(d)-15(e) of the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of September 30, 2010.

There has been no change in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act) that occurred during the three months ended September 30, 2010 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 1.

Legal Proceedings

From time to time, in the ordinary course of business, we are party to various claims and legal proceedings. There have been no material changes with respect to legal proceedings previously reported in our annual report on Form 10-K for the year ended December 31, 2009 and our quarterly reports on Form 10-Q for the quarters ended March 31 and June 30, 2010.

Item 1A.

Risk Factors

In addition to the information set forth in this Form 10-Q, you should carefully consider the risk factors discussed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2009, which could materially affect our business, financial condition or future results. The following updates the risk factor identified in the caption below, which was included in our 2009 Form 10-K.

Government Regulation - Schools

On October 28, 2010, the Department of Education (DOE) issued final rules, with an effective date of July 1, 2011, regarding topics including the following:  incentive compensation, disclosure of information pertaining to educational programs subject to DOE requirements regarding gainful employment by program graduates in a recognized occupation, procedures for obtaining approval of new programs subject to DOE gainful employment requirements, state authorization as a component of institutional eligibility, definition of a credit hour, verification of information included on a Free Application for Federal Student Aid, definition of a high school diploma for purposes of establishing eligibility to participate in student financial aid programs, misrepresentation of information provided to students and prospective students, agreements between institutions of higher education, ability to benefit testing, satisfactory academic progress, retaking coursework, term-based module programs, institutions required to take attendance for purposes of certain return of Title IV funds requirements, and timeliness and method of disbursement of Title IV funds.  We do not yet know the extent to which the final rules will impact our operations, as we are in the process of reviewing the final regulations, but the implementation of the final rules could, among other things, adversely affect the ability of our students and educational programs to remain eligible to participate in Title IV programs, which could have a material adverse effect on the results of operations and financial condition of our schools.

The DOE is expected to issue additional final rules in early 2011 with a general effective date of July 1, 2012 regarding gainful employment by program graduates in a recognized occupation, which rules would require each educational program offered at each of our schools to comply with additional requirements in order to qualify for Title IV funding.  Under the proposed regulations published by the DOE in a July 2010 notice of proposed rulemaking, each program would be required to achieve threshold rates with respect to federal loan repayment and with respect to the relationship between student debt and the income that enrollees earn after program completion.  Programs that fail to achieve threshold rates may be subject to loss of Title IV eligibility, restrictions on Title IV enrollment, requirements to submit employer affirmations of program acceptability and projected job vacancies and/or requirements to provide debt warnings and disclosures to current and prospective students.  The implementation of the proposed regulatory changes, or other changes the DOE may propose and implement, could, among other things, adversely affect the ability of our students and educational programs to remain eligible to participate in Title IV programs, which could have a material adverse effect on the results of operations and financial condition of our schools.

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Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

(c) The following table provides information about purchases by Steiner Leisure of our common shares during the three month period ended September 30, 2010:

 






Total Number of Shares Purchased
(1)

 







Average Price Paid per Share
(2)

 




Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

 



Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
(1)

July 1, 2010 through July 31, 2010

--

$

--

--

$

50,261,102

August 1, 2010 through August 31, 2010

34,900

35.89

34,900

49,008,687

September 1, 2010 through September 30, 2010

40,928

36.60

40,928

47,510,694

Total

75,828

$

36.27

75,828

$

47,510,694

 

 

 

 

 

 

 

(1)  The Company's only current repurchase plan was approved on February 27, 2008 and replaced the then-existing plan. The current plan authorizes the purchase of up to $100.0 million of our common shares in the open market or other transactions, of which $52,489,306 of our common shares have been purchased to date.

(2)  Includes commissions paid.

Item 4.

(Removed and Reserved)

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Item 6.

Exhibits

   

10.30(a)

Credit Agreement dated November 2, 2009 among Steiner U.S. Holdings, Inc. as the Borrower, SunTrust Bank as the Administrative Agent, Bank of America N.A., as Syndication Agent, Regions Bank, as Documentation Agent, and the lenders who are, or may from time to time become, a party thereto.

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.

32.1

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

32.2

Section 1350 Certification of 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 8, 2010

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/ Robert H. Lazar
 

Robert H. Lazar
Chief Accounting Officer
(principal accounting officer)

   
   
   
   
   
   

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Exhibit Index

Exhibit
Number


Description

   

10.30(a)

Credit Agreement dated November 2, 2009 among Steiner U.S. Holdings, Inc. as the Borrower, SunTrust Bank as the Administrative Agent, Bank of America N.A., as Syndication Agent, Regions Bank, as Documentation Agent, and the lenders who are, or may from time to time become, a party thereto.

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.

32.1

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

32.2

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

   

 

40