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EX-31 - STEINER LEISURE Ltdstnrexhibit31_2.htm
EX-32 - STEINER LEISURE Ltdstnrexhibit32_2.htm
EX-31 - STEINER LEISURE Ltdstnrexhibit31_1.htm
EX-32 - STEINER LEISURE Ltdstnrexhibit32_1.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, 2009

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). [  ]  Yes         [  ]  No         

 

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 October 26, 2009, the registrant had 14,589,012 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, 2009 and December 31, 2008

3

     
 

Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2009 and 2008

4

     
 

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2009 and 2008

5

     
 

Notes to Condensed Consolidated Financial Statements

7

     

ITEM 2.

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

16

       

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk

31

       

ITEM 4.

Controls and Procedures

 

31

       

PART II OTHER INFORMATION

   
       

ITEM 1.

Legal Proceedings

 

32

       

ITEM 1A.

Risk Factors

 

32

       

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

33

       

ITEM 6.

Exhibits

 

34

   

SIGNATURES AND CERTIFICATIONS

35

   

2


 

PART I - FINANCIAL INFORMATION

Item 1. Unaudited Financial Statements

STEINER LEISURE LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

December 31,

2009

2008

ASSETS

(Unaudited)

CURRENT ASSETS:

Cash and cash equivalents

$

68,831,000

$

30,572,000

Accounts receivable, net

20,446,000

22,166,000

Accounts receivable - students, net

21,026,000

16,947,000

Inventories

26,585,000

24,470,000

Prepaid expenses and other current assets

9,141,000

8,172,000

    Total current assets

146,029,000

102,327,000

PROPERTY AND EQUIPMENT, net

52,114,000

57,607,000

GOODWILL

75,405,000

75,172,000

OTHER ASSETS:

Intangible assets, net

5,847,000

6,154,000

Other

10,333,000

8,775,000

    Total other assets

16,180,000

14,929,000

    Total assets

$

289,728,000

$

250,035,000

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:

Accounts payable

$

7,627,000

$

9,183,000

Accrued expenses

30,745,000

25,968,000

Revolving line of credit

--

6,000,000

Current portion of deferred rent

1,081,000

1,083,000

Current portion of deferred tuition revenue

24,866,000

18,741,000

Gift certificate liability

3,597,000

4,084,000

Income taxes payable

1,834,000

1,793,000

    Total current liabilities

69,750,000

66,852,000

DEFERRED INCOME TAX LIABILITIES, NET

3,406,000

2,515,000

LONG-TERM DEFERRED RENT

10,358,000

10,889,000

LONG-TERM DEFERRED TUITION REVENUE

1,240,000

696,000

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,

  22,906,000 shares issued in 2009 and 22,879,000 shares issued in 2008

229,000

229,000

Additional paid-in capital

136,528,000

130,289,000

Accumulated other comprehensive loss

(2,571,000

)

(5,975,000

)

Retained earnings

323,287,000

296,204,000

Treasury shares, at cost, 7,864,000 shares in 2009 and 7,829,000

  shares in 2008

(252,499,000

)

(251,664,000

)

    Total shareholders' equity

204,974,000

169,083,000

    Total liabilities and shareholders' equity

$

289,728,000

$

250,035,000

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

3


STEINER LEISURE LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
(Unaudited)

Three Months Ended

Nine Months Ended

September 30,

September 30,

2009

2008

2009

2008

REVENUES:

Services

$

90,292,000

$

96,400,000

$

256,399,000

$

276,843,000

Products

40,572,000

48,283,000

109,238,000

140,229,000

    Total revenues

130,864,000

144,683,000

365,637,000

417,072,000

COST OF REVENUES:

Cost of services

72,559,000

79,079,000

207,233,000

226,514,000

Cost of products

27,450,000

31,240,000

81,233,000

97,199,000

    Total cost of revenues

100,009,000

110,319,000

288,466,000

323,713,000

    Gross profit

30,855,000

34,364,000

77,171,000

93,359,000

OPERATING EXPENSES:

Administrative

7,948,000

8,667,000

18,029,000

24,485,000

Salary and payroll taxes

10,497,000

10,578,000

28,832,000

31,599,000

    Total operating expenses

18,445,000

19,245,000

46,861,000

56,084,000

    Income from operations

12,410,000

15,119,000

30,310,000

37,275,000

OTHER INCOME (EXPENSE):

Interest expense

(33,000

)

(32,000

)

(101,000

)

(247,000

)

Other income

28,000

103,000

185,000

354,000

    Total other income (expense)

(5,000

)

71,000

84,000

107,000

    Income before provision for income taxes

12,405,000

15,190,000

30,394,000

37,382,000

PROVISION FOR INCOME TAXES

1,594,000

1,398,000

3,311,000

3,316,000

Net income

$

10,811,000

$

13,792,000

$

27,083,000

$

34,066,000

Income per share:

    Basic

$

0.74

$

0.91

$

1.85

$

2.20

    Diluted

$

0.73

$

0.89

$

1.82

$

2.17

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, 2009 AND 2008

(Unaudited)

Nine Months Ended

September 30,

2009

2008

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

$

27,083,000

$

34,066,000

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

    Depreciation and amortization

8,165,000

9,047,000

    Stock-based compensation

5,835,000

6,061,000

    Provision for doubtful accounts

1,566,000

1,313,000

Deferred income tax liability

891,000

844,000

(Increase) decrease in:

    Accounts receivable

(919,000

)

(2,773,000

)

    Inventories

(1,106,000

)

4,605,000

    Prepaid expenses and other current assets

(829,000

)

(1,417,000

)

    Other assets

(1,556,000

)

3,719,000

Increase (decrease) in:

    Accounts payable

(1,934,000

)

(3,666,000

)

    Accrued expenses

4,464,000

(142,000

)

    Income taxes payable

6,000

255,000

    Deferred tuition revenue

6,669,000

4,550,000

    Deferred rent

(533,000

)

(737,000

)

    Gift certificate liability

(487,000

)

(281,000

)

Net cash provided by operating activities

47,315,000

55,444,000

CASH FLOWS FROM INVESTING ACTIVITIES:

Capital expenditures

(1,961,000

)

(4,404,000

)

Acquisitions, net of cash acquired

(233,000

)

(3,633,000

)

Net cash used in investing activities

(2,194,000

)

(8,037,000

)

 

(Continued)

5


STEINER LEISURE LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - (CONTINUED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008

(Unaudited)

 

 

Nine Months Ended

 

September 30,

 

2009

     

2008

 

CASH FLOWS FROM FINANCING ACTIVITIES:

               

Purchase of treasury shares

$

(835,000

)

   

$

(44,740,000

)

Borrowings under revolving line of credit

 

--

       

15,000,000

 

Payments under revolving line of credit

 

(6,000,000

)

     

(22,700,000

)

Proceeds from share option exercises

 

396,000

       

1,926,000

 

Net cash used in financing activities

 

(6,439,000

)

     

(50,514,000

)

EFFECT OF EXCHANGE RATE

               

  CHANGES ON CASH

 

(423,000

)

     

217,000

 

NET INCREASE (DECREASE) IN CASH

               

  AND CASH EQUIVALENTS

 

38,259,000

       

(2,890,000

)

CASH AND CASH EQUIVALENTS,

               

  Beginning of period

 

30,572,000

       

30,510,000

 

CASH AND CASH EQUIVALENTS,

               

  End of period

$

68,831,000

     

$

27,620,000

 

SUPPLEMENTAL DISCLOSURES OF
   CASH FLOW INFORMATION:

               

Cash paid during the period for:

               
                 

    Interest

$

114,000

     

$

233,000

 
                 

    Income taxes

$

1,847,000

$

2,305,000

 

 

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

6


 

STEINER LEISURE LIMITED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2009
(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. In preparing the accompanying unaudited condensed consolidated financial statements, management has evaluated subsequent events through November 9, 2009 (the financial statement issue date). The unaudited results of operations for the three and nine months ended September 30, 2009 and cash flows for the nine months ended September 30, 2009 are not necessarily indicative of the results of operations or cash flows that may be expected for the remainder of 2009. 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, 2008. The December 31, 2008 Consolidated Balance Sheet included herein was extracted from the December 31, 2008 audited Consolidated Balance Sheet included in our 2008 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 Receivable and Accounts Receivable - Students, inventories, deferred tax assets, loss contingencies, long-lived assets and goodwill and the useful lives of intangible assets and property and equipment.

(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 resort hotels located in the United States, the Caribbean, Asia, the Pacific and other locations. We sell our products on board the ships we serve, at our resort and day 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.

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:

September 30,

December 31,

2009

2008

Finished goods

$

20,551,000

$

18,759,000

Raw materials

6,034,000

5,711,000

$

26,585,000

$

24,470,000

(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 evaluate the fair value of the assets in question. As of September 30, 2009, management is not aware of any impairment of long-lived assets. Unexpected changes in cash flows could result in impairment charges in the future.

(c)

Goodwill

Goodwill is subject to at least an annual assessment for impairment by applying a fair value-based test. The impairment loss is the amount, if any, by which the implied fair value of goodwill is less than the carrying or book value. As of each of January 1, 2009 and 2008, the Company performed the required annual impairment test and determined there was no impairment. The Company believes that, as of September 30, 2009, no indicators of impairment were present which would warrant an interim impairment test. We have five operating segments, (1) Maritime, (2) Resorts, (3) Product Distribution, (4) Training, and (5) Schools. The Maritime, Resorts, Product Distribution and Schools operating segments have associated goodwill and each of them has been determined to be a reporting unit.

(d)

Income Taxes

We file a consolidated income tax return for our United States subsidiaries. In addition, the Company's foreign subsidiaries file income tax returns in their respective countries of incorporation, where required. We utilize the liability method and deferred taxes are determined based on the estimated future tax effects of differences between the financial statement and tax bases of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on the changes to the asset or liability from period to period. We believe that a large percentage of our shipboard 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.

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. 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, 2009.

8


 

(e)

Translation of Foreign Currencies

Assets and liabilities of 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. 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 in the condensed consolidated balance sheets. Foreign currency gains and losses resulting from transactions, including intercompany transactions, are included in the condensed consolidated statements of income. The transaction gains (losses), which are reflected in Administrative Expenses, were approximately ($200,000) and ($1,155,000) for the three months ended September 30, 2009 and 2008, respectively and approximately $1,665,000 and ($840,000) for the nine months ended September 30, 2009 and 2008, respectively. The transaction gains (losses) which were reflected in Cost of Products were approximately $1,048,000 and $2,598,000 for the three months ended September 30, 2009 and 2008, respectively, and approximately ($2,602,000) and $2,648,000 for the nine months ended September 30, 2009 and 2008, respectively.

(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 and restricted shares. A reconciliation between basic and diluted earnings per share is as follows:

   

Three Months Ended
September 30,

   

Nine Months Ended
September 30,

 
   

2009

   

2008

   

2009

   

2008

 
                         

Net income

$

10,811,000

 

$

13,792,000

 

$

27,083,000

 

$

34,066,000

 

Income allocable to holders of Steiner Education
   Group, Inc. options

 


(34,000


)

 


(76,000


)

 


(244,000


)

 


(64,000


)

Net income for diluted earnings per share

$

10,777,000

 

$

13,716,000

 

$

26,839,000

 

$

34,002,000

 
                         

Weighted average shares outstanding used in
   calculating basic earnings per share

 


14,585,000

   


15,211,000

   


14,556,000

   


15,451,000

 

Dilutive common share equivalents

 

252,000

   

208,000

   

163,000

   

198,000

 

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

 



14,837,000

   



15,419,000

   



14,719,000

   



15,649,000

 

Income per common share:

   Basic

$

0.74

$

0.91

$

1.85

$

2.20

   Diluted

$

0.73

$

0.89

$

1.82

$

2.17

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




153,000




184,000




262,000




227,000

The impact of the Steiner Education Group, Inc. options (the "SEG Options") was $34,000 and $76,000 for the three and nine months ended September 30, 2009 and 2008, respectively, and $244,000 and $64,000 for the nine months ended September 30, 2009 and 2008, respectively.

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.

9


The Company issued 4,000 and 99,000 of its common shares upon the exercise of share options during the three months ended September 30, 2009 and 2008, respectively, and issued 23,000 and 128,000 common shares upon the exercise of share options during the nine months ended September 30, 2009 and 2008, respectively.

(g)

Stock-Based Compensation

No share options were granted during the three months ended September 30, 2009 and 2008. The Company granted approximately 8,000 and 19,000 restricted shares during the nine months ended September 30, 2009 and 2008, respectively. No other stock-based compensation was granted during the three and nine months ended September 30, 2009 and 2008, respectively.

In July 2009, the Company entered into a transaction with the holders of the SEG Options pursuant to which those holders surrendered all of their rights under 11,000 options to purchase shares of common stock of SEG, which SEG Options were granted to those holders in September 1999 under the SEG 1999 stock option plan (the "Transaction"). These rights were surrendered in exchange for approximately 49,000 restricted share units of the Company, each unit entitling the holder to receive one common share of the Company upon vesting. These restricted share units vest one year from the date of grant.

The determination of the number of restricted share units issued to the holders was based on a valuation of SEG prepared by an independent valuation firm (the "Valuation") and is based on the closing price of the Company's common shares on July 29, 2009, the date on which the Audit Committee and the Compensation Committee of the Board of Directors of the Company approved the Transaction and the date on which the Company and the holders of SEG Options agreed to the Transaction, subject only to the determination of the number of restricted share units to be issued to the holders of SEG Options based on the Valuation. As the fair value of the SEG options surrendered was equal to the fair value of the restricted share units received, no compensation expense was recorded.

(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 $3,397,000 and $3,651,000 for the three months ended September 30, 2009 and 2008, respectively, and approximately $10,175,000 and $11,075,000 for the nine months ended September 30, 2009 and 2008, respectively. At September 30, 2009 and December 31, 2008, the amounts of advertising costs included in prepaid expenses were not material.

(i)

Recent Accounting Pronouncements

With the exception of those discussed below, there have been no recent accounting pronouncements or changes in accounting pronouncements that are of significance, or potential significance, to the Company since the recent accounting pronouncements described in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

In April 2009, the Financial Accounting Standards Board ("FASB") issued new disclosure guidance about fair value of financial instruments in interim financial statements as well as in annual financial statements. This new guidance was effective for interim periods ending after June 15, 2009. We adopted this new guidance during the second quarter of 2009 and the adoption of this new guidance did not have a material effect on our financial position or results of operations.

In April 2009, the FASB issued new guidance in determining whether a market for a financial asset is not active and a transaction is not distressed for fair value measurement purposes. This new guidance was effective for interim periods ending after June 15, 2009. We adopted the new guidance during the second quarter of 2009 and the adoption of this new guidance did not have a material effect on our financial position or results of operations.

In April 2009, the FASB issued new guidance in determining whether impairments in debt securities are other than temporary, and modified the presentation and disclosures surrounding such instruments to more effectively communicate when an other-than-temporary impairment event has occurred. This new guidance was effective for interim periods ending after June 15, 2009. We adopted the new guidance during the second quarter of 2009 and the adoption of this new guidance did not have a material effect on our financial position or results of operations.

10


On April 1, 2009, we adopted the new accounting and disclosure guidance, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The adoption of this new accounting and disclosure guidance did not have a material impact on our financial position or results of operations.

In April 2009, the FASB issued new guidance to require that an acquirer recognize at fair value, at the acquisition date, an asset acquired or a liability assumed in a business combination that arises from a contingency if the acquisition-date fair value of that asset or liability can be determined during the measurement period. If the acquisition-date fair value of such an asset acquired or liability assumed cannot be determined, the acquirer should determine whether the contingency should be recognized at the acquisition date or after it. This guidance is effective for assets or liabilities arising from contingencies in business combinations for which the acquisition date is after the beginning of the first annual reporting period beginning after December 15, 2008. We have adopted this guidance effective for our fiscal year beginning January 1, 2009. We expect that this guidance could have an impact on our consolidated financial position and results of operations, but the nature and magnitude of the specific effects will depend upon the nature, term and size of the acquired contingencies.

(j)

Revenue Recognition

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 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 resort spas, generally, are required to pay rent based on a percentage of our revenues. In addition, for certain of our resort 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 the rent owed at a resort spa 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 threshold will be met.

(l)

Fair Value of Financial Instruments

Cash and cash equivalents, accounts receivable, accounts payable and our revolving line of credit are reflected in the accompanying Condensed Consolidated Financial Statements at Cost, which approximate their fair value due to the short maturity of these non-cash instruments.

(4)

CONTINGENCIES:

(a)

Discontinued Operations

In connection with the sales of our day spa assets to third parties, we remain liable under certain leases for those day spas in the event third party lease assignees fail to pay rent under such leases. The total amount that we remain liable for under such assigned leases, if the assignees fail to make the required payments, was approximately $0.4 million as of September 30, 2009.

11


 

(b)

Legal Proceedings

From time to time, in the ordinary course of business, we are party to various claims and legal proceedings. Currently, other than as described below, there are no claims or proceedings which, in the opinion of management, would have a material adverse effect on our operations or financial position.

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. While we, typically, maintain insurance coverage for claims of this nature, due to matters unrelated to the nature of this action, the Company has learned that such insurance coverage may not be available to us in this case, although we are seeking to obtain indemnity for such unavailability through a civil action also filed by us in the Circuit Court in Miami-Dade County, Florida.

While we are unable to provide an evaluation of the likelihood of an unfavorable outcome, or provide an estimate of the amount or range of potential loss in this matter, including with respect to our ability to obtain indemnity in lieu of insurance coverage, we are vigorously defending against the Plantiff's claim based, among other things, on the fact that the duties that we are alleged to have owed to the Plaintiff in this matter were not, in fact, owed. We did not record any liability related to this loss contingency, as we do not believe that any loss with respect to this matter is probable. Should we be found liable in this matter, and we do not have sufficient indemnification in lieu of insurance coverage, the amount that we may be required to pay in connection with such liability could have a material adverse effect on our financial position and results of operations.

(c)

Vendor Dispute

A claim has been made against us by the manufacturer that produces a significant portion of the raw materials for our Elemis and La Therapie beauty products. The claim relates to a dispute over certain terms in our contract with this manufacturer. If this manufacturer ceased producing for us, for any reason, these raw ingredients and other materials for our products, the transition to other manufacturers could result in significant production delays. Any significant delay or disruption in supply of our products could have a material adverse effect on our product sales.

(5)

ACCRUED EXPENSES:

Accrued expenses consists of the following:

   

September 30,

   

December 31,

   

2009

   

2008

           

Operative commissions

$

2,954,000

 

$

3,497,000

Minimum cruise line commissions

 

7,517,000

   

6,023,000

Payroll and bonuses

 

7,389,000

   

7,322,000

Rent

 

899,000

   

670,000

Other

 

11,986,000

   

8,456,000

   Total

$

30,745,000

$

25,968,000

Under most of our concession agreements with cruise lines and certain of our leases with resort 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 expenses/accrued over the applicable 12-month period.

12


Our resort spas, generally, are required to pay rent based on a percentage of our revenues. In addition, for certain of our resort 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.

(6)

LONG-TERM DEBT:

Effective June 29, 2006, we entered into a second amended and restated credit agreement with our bank, which increased the aggregate amount available for borrowing under our revolving line of credit from $20 million to $30 million. Effective June 28, 2007, we entered into a third amended and restated credit agreement which extended the maturity date of the revolving facility three years to July 2, 2010. As of September 30, 2009, there was $30.0 million available under the revolving facility. The credit agreement contains customary affirmative, negative and financial covenants, including limitations on dividends, capital expenditures and funded debt, and requirements to maintain prescribed interest expense and fixed charge coverage ratios. As of September 30, 2009, we were in compliance with these financial covenants. At September 30, 2009, the interest rate under the revolving credit facility was 1.9%. The 2007 credit facility was terminated after September 30, 2009, as described below, under Note 11 - Subsequent Events.

(7)

COMPREHENSIVE INCOME:

The components of Steiner Leisure's comprehensive income are as follows:

   

Three Months Ended
September 30,

   

Nine Months Ended
September 30,

 
   

2009

   

2008

   

2009

   

2008

 
                         

Net income

$

10,811,000

 

$

13,792,000

 

$

27,083,000

 

$

34,066,000

 

Foreign currency translation adjustments, net of taxes

 

(1,634,000

)

 

(4,090,000

)

 

3,404,000

   

(4,030,000

)

Comprehensive income

$

9,177,000

$

9,702,000

$

30,487,000

$

30,036,000

(8)

SHAREHOLDERS' EQUITY:

In February 2008, our Board of Directors approved a new 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, 2009, we purchased approximately 35,000 shares for approximately $0.8 million. These shares were surrendered by our employees to cover withholding taxes due in connection with the vesting of restricted shares. During the nine months ended September 30, 2008, we purchased approximately 1,250,000 shares for approximately $44.7 million of which 28,000 shares were surrendered by employees to cover such withholding taxes.

(9)

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.

13


We operate in three reportable segments: (1) Spa Operations which provides spa services onboard cruise ships, at resort hotels and at two day spas; (2) Products, which sell 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.

Information about our segments is as follows:

   

Three Months Ended
September 30,

   

Nine Months Ended
September 30,

 
   

2009

   

2008

   

2009

   

2008

 
                         

Revenues:

                       

   Spa Operations

$

97,989,000

 

$

111,598,000

 

$

277,012,000

 

$

324,478,000

 

   Products

 

23,087,000

   

25,474,000

   

60,079,000

   

74,323,000

 

   Schools

 

16,068,000

   

13,684,000

   

44,989,000

   

36,504,000

 

   Other

 

(6,280,000

)

 

(6,073,000

)

 

(16,443,000

)

 

(18,233,000

)

      Total

$

130,864,000

 

$

144,683,000

 

$

365,637,000

 

$

417,072,000

 

Income from Operations:

                       

   Spa Operations

$

7,763,000

 

$

8,103,000

 

$

22,461,000

 

$

27,382,000

 

   Products

 

2,454,000

   

2,030,000

   

3,981,000

   

3,984,000

 

   Schools

 

3,439,000

   

1,516,000

   

8,395,000

   

2,543,000

 

   Other

 

(1,246,000

)

 

3,470,000

   

(4,527,000

)

 

3,366,000

 

      Total

$

12,410,000

 

$

15,119,000

 

$

30,310,000

 

$

37,275,000

 

   

September 30,

 

December 31,

 
   

2009

     

2008

 

Identifiable Assets:

             

   Spa Operations

$

169,075,000

   

$

151,519,000

 

   Products

 

92,748,000

     

78,986,000

 

   Schools

89,646,000

81,986,000

   Other

(61,741,000

)

(62,456,000

)

      Total

$

289,728,000

$

250,035,000

Included in Spa Operations, Products and Schools is goodwill of $32.6 million, $0.2 million and $42.6 million, respectively, as of September 30, 2009 and $32.6 million, $0.2 million and $42.4 million, respectively, as of December 31, 2008.

(10)

GEOGRAPHICAL 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. Geographical information is as follows:

   

Three Months Ended
September 30,

   

Nine Months Ended
September 30,

 
   

2009

   

2008

   

2009

   

2008

 
                         

Revenues:

                       

   United States

$

26,107,000

 

$

24,763,000

 

$

77,293,000

 

$

78,368,000

 

   United Kingdom

 

12,550,000

   

12,754,000

   

30,743,000

   

37,934,000

 

   Not connected to a country

 

84,758,000

   

96,502,000

   

233,775,000

   

267,379,000

 

   Other

 

7,449,000

   

10,664,000

   

23,826,000

   

33,391,000

 

      Total

$

130,864,000

$

144,683,000

$

365,637,000

$

417,072,000

14


 

   

September 30,

   

December 31,

 
   

2009

   

2008

 

Property and Equipment, net:

           

   United States

$

22,113,000

 

$

25,377,000

 

   United Kingdom

3,988,000

4,281,000

   Not connected to a country

1,689,000

1,655,000

   Other

24,324,000

26,294,000

      Total

$

52,114,000

$

57,607,000

(11)

SUBSEQUENT EVENTS:

On November 2, 2009, we entered into an agreement for the acquisition of all the issued and outstanding capital stock of Bliss World Holdings, Inc. ("Bliss") from Starwood Hotels and Resorts Worldwide, Inc. ("Starwood"). Bliss is a spa and skincare company with free-standing and hotel spa locations. Bliss also operates an e-commerce and catalog business and distributes its products through department stores and other domestic and international retail locations. The purchase price is $100 million payable in cash at closing, and will be funded from existing cash and through borrowings under the new credit facility described below.

Closing of the transaction, which is anticipated to take place on or before December 31, 2009, is subject to conditions similar to those in other transactions of this type, including regulatory approval. Absent satisfaction of certain conditions to close, each party may terminate this transaction. In the event of such termination, the $7.5 million portion of the purchase price that we were required to pay into escrow upon execution of the purchase agreement would be returned to us or paid to Starwood, as the case may be, depending on the reason for the termination of the agreement.

During the three months ended September 30, 2009, we incurred and expensed approximately $1.2 million of transaction costs that relate primarily to the Bliss acquisition.

In connection with the acquisition of Bliss, on November 2, 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 million swingline and $5 million letter of credit sub-facilities, and a delayed draw term loan facility of $50 million, both maturing October 30, 2012. The availability of the delayed draw term loan is conditioned primarily upon, and is expected to be fully funded at, the closing of the Bliss acquisition. If the delayed draw does not occur by February 15, 2010, the term loan facility will be cancelled. The new credit facility replaces our 2007 credit facility, which has been terminated.

15


 

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.

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 resort spas and two day spas. In connection with these services, we have assisted in the design of spa facilities for many of the ships and resorts that we serve. We conduct our activities pursuant to agreements with cruise lines and resort owners that, generally, give us the exclusive right to offer these types of services at those venues. The cruise lines and resort 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 and La Therapie brands, and also sell products of third parties. The raw materials for the products we develop are produced for us by a premier European manufacturer. 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 luxury spas at sea and on land has assisted us in securing other distribution channels for our products.

As referenced above, we recently entered into an agreement to acquire Bliss, a spa and skincare company with free standing and hotel spa locations and which also operates an e-commerce and catalog business and distributes its products through department stores and other venues.

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 Therapie 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 U.S. Department of Education'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 resort spas are dependent on the resort hotel industry for their success. These industries are subject to significant risks that could affect our results of operations.

The success of the cruise and resort industries, as well as our business, is impacted by economic conditions. The overall 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 resort industries and our business, including our retail beauty products sales. These conditions have impacted consumer confidence and placed considerable negative pressure on discretionary consumer spending, including spending on cruise and resort vacations and our services and products. As a consequence of these economic conditions, our results of operations and financial condition for the third and fourth quarters of 2008 and the first, second and third quarters of 2009 were adversely affected 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.

16


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 manufacturing of raw materials and 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; however in 2009, the U.K. Pound Sterling has once again strengthened against the U.S. Dollar, adversely affecting our results.

A significant factor in our financial results is the amounts we are required to pay under our agreements with the cruise lines and resorts 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 resort 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 resort spas and campuses of our massage and beauty schools, which had adverse effects on us. In addition, the strong tsunami that hit various Asian regions in December 2004 resulted in damage to, and the closing of, most of our operations in the Maldives during much of 2005. In 2006, we closed two campuses of Utah College of Massage Therapy ("UCMT") for several days due to severe snow conditions and Connecticut Center for Massage Therapy ("CCMT") also has experienced closures as a result of snow conditions.

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. To the extent that our non-shipboard income increases as a percentage of our overall income, the percentage of our overall income that will be subject to tax would 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.

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.

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 weekly revenues. 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 resort spas, we measure our performance primarily through average weekly revenues 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 resort and day 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 resort 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.

17


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 2008 filed with the Securities and Exchange Commission. 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 allocable portions discussed above are based on the portion of maritime revenues represented by product or service revenues.

Cost of revenues may be affected by, among other things, sales mix, production levels, currency 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 resort spa and day 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 resort spas in 2001, UCMT in April 2006 and CCMT in August 2008.

Revenue Recognition

We do not have critical accounting policies with respect to revenue recognition other than with respect to our massage therapy and beauty schools. 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.

18


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.

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.

Goodwill and Intangibles

Goodwill is subject to at least an annual assessment for impairment by applying a fair value-based test. The impairment loss is the amount, if any, by which the implied fair value of goodwill and intangibles is less than the carrying value. As of September 30, 2009, we had goodwill of $75.4 million and unamortized intangibles of  $5.8 million. As of January 1, 2009, we performed the required annual goodwill impairment test and determined there was no impairment of goodwill. The Company believes that, as of September 30, 2009, no indicators of impairment of our goodwill and intangibles were present which would warrant an interim impairment test.

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 $33.3 million as of September 30, 2009, 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.

19


Contingent Rents and Scheduled Rent Increases

Our resort spas, generally, are required to pay rent based on a percentage of our revenues. In addition, for certain of our resort 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 the rent owed of a resort spa 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 threshold will be met.

Recent Accounting Pronouncements

With the exception of those discussed below, there have been no recent accounting pronouncements or changes in accounting pronouncements that are of significance, or potential significance, to the Company since the recent accounting pronouncements described in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

In April 2009, the Financial Accounting Standards Board ("FASB") issued new disclosure guidance about fair value of financial instruments in interim financial statements as well as in annual financial statements. This new guidance was effective for interim periods ending after June 15, 2009. We adopted this new guidance during the second quarter of 2009 and the adoption of this new guidance did not have a material effect on our financial position or results of operations.

In April 2009, the FASB issued new guidance in determining whether a market for a financial asset is not active and a transaction is not distressed for fair value measurement purposes. This new guidance was effective for interim periods ending after June 15, 2009. We adopted the new guidance during the second quarter of 2009 and the adoption of this new guidance did not have a material effect on our financial position or results of operations.

In April 2009, the FASB issued new guidance in determining whether impairments in debt securities are other than temporary, and modified the presentation and disclosures surrounding such instruments to more effectively communicate when an other-than-temporary impairment event has occurred. This new guidance was effective for interim periods ending after June 15, 2009. We adopted the new guidance during the second quarter of 2009 and the adoption of this new guidance did not have a material effect on our financial position or results of operations.

On April 1, 2009, we adopted the new accounting and disclosure guidance, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The adoption of this new accounting and disclosure guidance did not have a material impact on our financial position or results of operations.

In April 2009, the FASB issued new guidance to require that an acquirer recognize at fair value, at the acquisition date, an asset acquired or a liability assumed in a business combination that arises from a contingency if the acquisition-date fair value of that asset or liability can be determined during the measurement period. If the acquisition-date fair value of such an asset acquired or liability assumed cannot be determined, the acquirer should determine whether the contingency should be recognized at the acquisition date or after it. This guidance is effective for assets or liabilities arising from contingencies in business combinations for which the acquisition date is after the beginning of the first annual reporting period beginning after December 15, 2008. We have adopted this guidance effective for our fiscal year beginning January 1, 2009. We expect that this guidance could have an impact on our consolidated financial position and results of operations, but the nature and magnitude of the specific effects will depend upon the nature, term and size of the acquired contingencies.

20


Results of Operations

The following table sets forth for the periods indicated, certain selected income statement data expressed as a percentage of revenues:

   

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 
   

2009

 

2008

 

2009

 

2008

 
                   

Revenues:

                 

   Services

 

69.0

%

66.6

%

70.1

%

66.4

%

   Products

 

31.0

 

33.4

 

29.9

 

33.6

 

      Total revenues

 

100.0

 

100.0

 

100.0

 

100.0

 

Cost of revenues:

                 

   Cost of services

 

55.4

 

54.7

 

56.7

 

54.3

 

   Cost of products

 

21.0

 

21.6

 

22.3

 

23.3

 

      Total cost of revenues

 

76.4

 

76.3

 

79.0

 

77.6

 

      Gross profit

 

23.6

 

23.7

 

21.0

 

22.4

 

Operating expenses:

                 

   Administrative

 

6.1

 

6.0

 

4.9

 

5.9

 

   Salary and payroll taxes

 

8.0

 

7.3

 

7.9

 

7.6

 

      Total operating expense

 

14.1

 

13.3

 

12.8

 

13.5

 

      Income from operations

 

9.5

 

10.4

 

8.2

 

8.9

 

Other income (expense):

                 

   Interest expense

 

--

 

--

 

--

 

--

 

   Other income

 

--

 

0.1

 

--

 

0.1

 

      Total other income (expense)

 

--

 

0.1

 

--

 

0.1

 

      Income before provision for income taxes

 

9.5

 

10.5

 

8.2

 

9.0

 

Provision for income taxes

 

1.2

 

1.0

 

0.9

 

0.8

 

Net income

 

8.3

%

9.5

%

7.3

%

8.2

%

 

21


Three Months Ended September 30, 2009 Compared to Three Months Ended September 30, 2008

REVENUES

Revenues of our reportable segments for the three months ended September 30, 2009 and 2008, respectively, were as follows:

   

Three Months Ended
September 30,

 


% Change

Revenue:

 

2009

   

2008

   

Spa Operations Segment

$

97,989,000

 

$

111,598,000

 

(12.2%)

Products Segment

 

23,087,000

   

25,474,000

 

(9.4%)

Schools Segment

 

16,068,000

   

13,684,000

 

17.4%

Other

 

(6,280,000

)

 

(6,073,000

)

N/A

   Total

$

130,864,000

$

144,683,000

(9.6%)

Total revenues decreased approximately 9.6%, or $13.8 million, to $130.9 million in the third quarter of 2009 from $144.7 million in the third quarter of 2008. Of this decrease, $6.1 million was attributable to a decrease in services revenues and $7.7 million was attributable to a decrease in products revenues.

Spa Operations Segment Revenues. Spa Operations segment revenues decreased approximately 12.2%, or $13.6 million, to $98.0 million in the third quarter of 2009 from $111.6 million in the third quarter of 2008. Average weekly revenues for our resorts decreased 23.1% to $19,473 in the third quarter of 2009 from $25,338 in the third quarter of 2008. We had an average of 2,092 shipboard staff members in service in the third quarter of 2009, compared to an average of 2,132 shipboard staff members in service in the third quarter of 2008. Revenues per shipboard staff per day decreased by 9.1% to $440 in the third quarter of 2009 from $484 in the third quarter of 2008. Average weekly revenues for our shipboard spas decreased by 6.4% to $51,302 in the third quarter of 2009 from $54,822 in the third quarter of 2008. The decrease in revenues and the key performance indicators referenced above were primarily attributable to a softening of the economy worldwide, resulting in reduced spending by consumers at our spas.

Products Segment Revenues. Products segment revenues decreased approximately 9.4%, or $2.4 million to $23.1 million in the third quarter of 2009 from $25.5 million in the third quarter of 2008. This decrease is primarily attributable to a softening of the economy worldwide, resulting in reduced spending by consumers.

School Segment Revenues. School segment revenues increased approximately 17.4%, or $2.4 million to $16.1 million in the third quarter of 2009 from $13.7 million in the third quarter of 2008. This increase in revenues was primarily attributable to increased enrollments and otherwise increased student populations.

COST OF SERVICES

Cost of services decreased $6.5 million to $72.6 million in the third quarter of 2009 from $79.1 million in the third quarter of 2008. Cost of services as a percentage of services revenues decreased to 80.4% in the third quarter of 2009 from 82.0% in the third quarter of 2008. This decrease in cost of services as a percentage of service revenues was primarily due to the improved performance of the Schools segment. This decrease was partially offset by increases in commissions allocable to services on cruise ships covered by agreements that provide for increases in commissions in the third quarter of 2009 compared to the third quarter of 2008.

COST OF PRODUCTS

Cost of products decreased $3.7 million to $27.5 million in the third quarter of 2009 from $31.2 million in the third quarter of 2008. In the third quarter of 2009 and 2008, cost of products was positively impacted by foreign exchange gains resulting from the strengthening of the U.S. Dollar against the U.K. Pound Sterling relating to intercompany inventory purchases. Excluding these foreign exchange gains, cost of products as a percentage of products revenue increased to 70.2% in the third quarter of 2009 from 70.1% in the third quarter of 2008. This increase was primarily attributable to increases in commissions allocable to products on cruise ships covered by agreements that provide for increases in the third quarter of 2009 compared to the third quarter of 2008.

22


OPERATING EXPENSES

Operating expenses decreased $0.8 million to $18.4 million in the third quarter of 2009 from $19.2 million in the third quarter of 2008. Operating expenses as a percentage of revenues increased to 14.1% in the third quarter of  2009 from 13.3% in the third quarter of 2008. This increase was primarily attributable to $1.2 million of transaction costs that were incurred and primarily related to the Bliss acquisition, partially offset by implementation of increased cost controls.

INCOME FROM OPERATIONS

Income from operations of our reportable segments for the three months ended September 30, 2009 and 2008, respectively, was as follows:

   

For the Three Months Ended
September 30,

 


% Change

Income from Operations:

 

2009

 

2008

   

Spa Operations Segment

$

7,763,000

$

8,103,000

 

(4.2%)

Products Segment

2,454,000

2,030,000

20.9%

Schools Segment

 

3,439,000

 

1,516,000

 

126.8%

Other

 

(1,246,000

)

3,470,000

 

N/A

   Total

$

12,410,000

$

15,119,000

(17.9%)

The decrease in operating income in the Spa Operations segment was primarily attributable to a softening of the economy worldwide. The increase in operating income in the Products segment was primarily attributed to our implementation of increased cost controls. The increase in the operating income in the Schools segment was attributable to increased enrollments and, otherwise increased student populations.

OTHER INCOME (EXPENSE)

Other income (expense) decreased due to lower interest rates applicable to our interest-earning cash in the third quarter of 2009 as compared to the third quarter of 2008.

PROVISION FOR INCOME TAXES

Provision for income taxes increased $0.2 million to $1.6 million in the third quarter of 2009 from $1.4 million in the third quarter of 2008. Provision for income taxes increased to an overall effective rate of 12.8% in the third quarter of 2009 from 9.2% in the third quarter of 2008. The increase was primarily due to the income earned in jurisdictions that tax our income representing a higher percentage of the total income earned in the third quarter of 2009 than such income represented in the third quarter of 2008.

23


Nine Months Ended September 30, 2009 Compared to Nine Months Ended September 30, 2008

REVENUES

Revenues of our reportable segments for the nine months ended September 30, 2009 and 2008, respectively, were as follows:

   

Nine Months Ended
September 30,

 


% Change

Revenue:

 

2009

   

2008

   

Spa Operations Segment

$

277,012,000

 

$

324,478,000

 

(14.6%)

Products Segment

 

60,079,000

   

74,323,000

 

(19.2%)

Schools Segment

 

44,989,000

   

36,504,000

 

23.2%

Other

 

(16,443,000

)

 

(18,233,000

)

N/A

   Total

$

365,637,000

$

417,072,000

(12.3%)

Total revenues decreased approximately 12.3%, or $51.5 million, to $365.6 million in the nine months ended September 30, 2009 from $417.1 million in the nine months ended September 30, 2008. Of this decrease, $20.4 million was attributable to a decrease in services revenues and $31.1 million was attributable to a decrease in products revenues.

Spa Operations Segment Revenues. Spa Operations segment revenues decreased approximately 14.6%, or $47.5 million, to $277.0 million in the nine months ended September 30, 2009 from $324.5 million in the nine months ended September 30, 2008. Average weekly revenues for our resorts decreased 21.3% to $21,670 in the nine months ended September 30, 2009 from $27,553 in the nine months ended September 30, 2008. We had an average of 2,077 shipboard staff members in service in the nine months ended September 30, 2009, compared to an average of 2,057 shipboard staff members in service in the nine months ended September 30, 2008. Revenues per shipboard staff per day decreased by 13.1% to $412 in the nine months ended September 30, 2009 from $474 in the nine months ended September 30, 2008. Average weekly revenues for our shipboard spas decreased by 9.8% to $48,088 in the nine months ended September 30, 2009 from $53,320 in the nine months ended September 30, 2008. The decrease in revenues and the key performance indicators referenced above were primarily attributable to a softening of the economy worldwide, resulting in reduced spending by consumers at our spas.

Products Segment Revenues. Products segment revenues decreased approximately 19.2%, or $14.2 million to $60.1 million in the nine months ended September 30, 2009 from $74.3 million in the nine months ended September 30, 2008. This decrease is primarily attributable to a softening of the economy worldwide, resulting in reduced spending by consumers.

School Segment Revenues. School segment revenues increased approximately 23.2%, or $8.5 million to $45.0 million in the nine months ended September 30, 2009 from $36.5 million in the nine months ended September 30, 2008. This increase in revenues was primarily attributable to increased enrollments and otherwise increased student populations and the purchase of CCMT.

COST OF SERVICES

Cost of services decreased $19.3 million to $207.2 million in the nine months ended September 30, 2009 from $226.5  million in the nine months ended September 30, 2008. Cost of services as a percentage of services revenues decreased to 80.8% in the nine months ended September 30, 2009 from 81.8% in the nine months ended September 30, 2008. This decrease in cost of services as a percentage of service revenues was primarily due to improved performance of the Schools segment. This decrease was partially offset by increases in commissions allocable to services on cruise ships covered by agreements that provide for increases in commissions in the nine months ended September 30, 2009 compared to the nine months ended September 30, 2008.

24


COST OF PRODUCTS

Cost of products decreased $16.0 million to $81.2 million in the nine months ended September 30, 2009 from $97.2 million in the nine months ended September 30, 2008. During the nine months ended September 30, 2009 and 2008, transaction gains (losses) reflected in cost of products resulting from the weakening/strengthening of the U.S. Dollar against the U.K. Pound Sterling relating to intercompany inventory purchases was ($2,602,000) and $2,648,000, respectively. Excluding these foreign exchange amounts, cost of products as a percentage of products revenue increased to 72.0% in the nine months ended September 30, 2009 from 71.2% in the nine months ended September 30, 2008. This increase was primarily attributable to an increase in commissions allocable to products on cruise ships covered by agreements that provide for increases in commissions in the nine months ended September 30, 2009 compared to the nine months ended September 30, 2008.

Operating Expenses

Operating expenses decreased $9.2 million to $46.9 million in the nine months ended September 30, 2009 from $56.1 million in the nine months ended September 30, 2008. During the nine months ended September 30, 2009, we incurred $1.2 million of transaction costs that primarily related to the Bliss acquisition. Operating expenses as a percentage of revenues, excluding those transaction costs, decreased to 12.5% in the nine months ended September 30, 2009 from 13.5% in the nine months ended September 30, 2008. This decrease was primarily attributable to our implementation of increased cost controls.

INCOME FROM OPERATIONS

Income from operations of our reportable segments for the nine months ended September 30, 2009 and 2008, respectively, was as follows:

   

For the Nine Months Ended
September 30,

 


% Change

Income from Operations:

 

2009

 

2008

   

Spa Operations Segment

$

22,461,000

$

27,382,000

 

(18.0%)

Products Segment

3,981,000

3,984,000

(0.1%)

Schools Segment

 

8,395,000

 

2,543,000

 

230.1%

Other

 

(4,527,000

)

3,366,000

 

N/A

   Total

$

30,310,000

$

37,275,000

(18.7%)

The decrease in operating income in the Spa Operations segment was primarily attributable to a softening of the economy worldwide. The increase in the operating income in the Schools segment was attributable to increased enrollments, otherwise increased student populations and the purchase of CCMT.

OTHER INCOME (EXPENSE)

Other income (expense) decreased due to lower amounts being outstanding on our revolving line of credit, which was partially offset by lower interest rates applicable to our interest-earning cash in the nine months ended September 30, 2009 as compared to the nine months ended September 30, 2008.

PROVISION FOR INCOME TAXES

Provision for income taxes was $3.3 million in both the nine months ended September 30, 2009 and September 30, 2008, respectively. Provision for income taxes increased to an overall effective rate of 10.9% in the nine months ended September 30, 2009 from 8.9% in the nine months ended September 30, 2008. The increase was primarily 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, 2009 than such income represented in the nine months ended September 30, 2008.

25


Liquidity and Capital Resources

Sources and Uses of Cash

During the nine months ended September 30, 2009, net cash provided by operating activities was approximately $47.3 million compared with $55.4 million for the nine months ended September 30, 2008. This decrease was attributable to a decrease in net income and changes in working capital.

During the nine months ended September 30, 2009, cash used in investing activities was $2.2 million compared with $8.0 million for the nine months ended September 30, 2008. This decrease was primarily attributable to our incurring lower capital expenditures to build out resort spa facilities during the nine months ended September 30, 2009 compared to the nine months ended September 30, 2008.

During the nine months ended September 30, 2009, cash used in financing activities was $6.4 million compared with $50.5 million for the nine months ended September 30, 2008. This decrease in cash used in financing activities was primarily attributable to the purchase of less of our common shares during the nine months ended September 30, 2009 than were purchased during the nine months ended September 30, 2008.

Steiner Leisure had working capital of approximately $76.3 million at September 30, 2009, compared to working capital of approximately $35.5 million at December 31, 2008.

In connection with the sales of the Company's day spa assets to third parties, the Company remains liable under certain leases for those day spas in the event third party lease assignees fail to pay rent under such leases. The total amount that the Company remains liable for under such assigned leases, if the assignees fail to make the required payments, was approximately $0.4 million as of September 30, 2009.

In February 2008, our Board of Directors approved a new share repurchase plan under which up to $100.0 million of common shares can be purchased. At that time, our Board of Directors also terminated the prior plan. During the nine months ended September 30, 2009, we purchased approximately 35,000 shares for approximately $0.8 million. These shares were surrendered by our employees to cover withholding taxes due in connection with the vesting of restricted shares and the purchase of these shares were not part of our repurchase plan. During the nine months ended September 30, 2008, we purchased approximately 1,250,000 shares for approximately $44.7 million of which 28,000 shares were surrendered by employees to cover such withholding taxes. We cannot provide assurance as to the number of additional shares, if any, that will be purchased under our share repurchase plan.

On November 2, 2009, we entered into an agreement for the acquisition of all the issued and outstanding capital stock of Bliss World Holdings, Inc. ("Bliss") from Starwood Hotels and Resorts Worldwide, Inc. ("Starwood"). Bliss is a spa and skincare company with free-standing and hotel spa locations. Bliss also operates an e-commerce and catalog business and distributes its products through department stores and other domestic and international retail locations. The purchase price is $100 million payable in cash at closing, and will be funded from existing cash and through borrowings under the new credit facility described below.

Closing of the transaction, which is anticipated to take place on or before December 31, 2009, is subject to conditions similar to those in other transactions of this type, including regulatory approval. Absent satisfaction of certain conditions to close, each party may terminate this transaction. In the event of such termination, the $7.5 million portion of the purchase price that we were required to pay into escrow upon execution of the purchase agreement would be returned to us or paid to Starwood, as the case may be, depending on the reason for the termination of the agreement.

During the three months ended September 30, 2009, we incurred and expensed approximately $1.2 million of transaction costs that relate primarily to the Bliss acquisition.

26


Financing Activities

Effective June 29, 2006, we entered into a second amended and restated credit agreement with our bank, which increased the aggregate amount available for borrowing under our revolving line of credit from $20 million to $30 million. Effective June 28, 2007, we entered into a third amended and restated credit agreement which extended the maturity date of the revolving facility three years to July 2, 2010. As of September 30, 2009, there was $30.0 million available under the revolving facility. The credit agreement contains customary affirmative, negative and financial covenants, including limitations on dividends, capital expenditures and funded debt, and requirements to maintain prescribed interest expense and fixed charge coverage ratios. As of September 30, 2009, we were in compliance with these financial covenants. At September 30, 2009, the interest rate under the revolving credit facility was 1.9%.

In connection with the acquisition of Bliss, on November 2, 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 million swingline and $5 million letter of credit sub-facilities, and a delayed draw term loan facility of $50 million, both maturing October 30, 2012. The availability of the delayed draw term loan is conditioned primarily upon, and is expected to be fully funded at, the closing of the Bliss acquisition. If the delayed draw does not occur by February 15, 2010, the term loan facility will be cancelled. The new credit facility replaces our 2007 credit facility, which has been terminated.

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.

27


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 recession, such as currently being encountered, or high inflation, particularly in North America where a substantial number of cruise passengers reside, could have a material adverse effect on the cruise industry and resort industry upon which we are dependent, and the current period of economic recession is 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 (the "Securities Act"), 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.

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 resort 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 resort spa activities, including scheduled openings of any additional resort 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, but are not limited to, the following:

28


 

    • the current economic weakness and related disruptions to capital and credit markets in North America and elsewhere that have affected the number of customers on cruise ships and at resorts and that have reduced consumer demand for our services and 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 resort 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;
    • the risk that we will be unable to successfully integrate or profitably operate Bliss, assuming the closing of the acquisition of that company, or other operations that we may acquire in the future, with our then existing businesses;
    • increasing numbers of cruise line passengers being sourced from outside of North America;
    • 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 resorts where we operate spas;
    • 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;
    • increased fuel costs contributing to the current economic weakness and increasing our costs of product delivery and employee travel expenses;
    • our dependence on a limited number of companies in the cruise industry and further consolidation of companies in the cruise industry;
    • our obligation to make minimum payments to certain cruise lines and owners of the locations of our resort spas, irrespective of the revenues received by us from customers;
    • increases in our payment obligations in connection with renewals of expiring cruise line agreements and resort spa agreements, or the securing of new agreements;
    • our dependence on the continued viability of the cruise lines we serve and the resorts where we operate our spas;
    • our dependence on the continued viability of our third party product distribution channels;
    • delays in new ship introductions, a reduction in new, large spa ship introductions and unscheduled withdrawals from service of ships we serve;
    • the effects of outbreaks of illnesses or the perceived risk of such outbreaks on our resort spa operations in Asia and in other locations, on our cruise ship operations and on travel generally;
    • the ability of the resort operators under certain of our resort spa agreements to terminate those agreements under certain circumstances;
    • our dependence, with respect to our resort spas, on airline service to our venue locations, which is beyond our control and subject to change;
    • our dependence for success on our ability to recruit and retain qualified personnel;
    • our dependence on a single product manufacturer;
    • our dependence on our distribution facilities;
    • changes in the taxation of our Bahamas subsidiaries and increased amounts of our income being subject to taxation;

29


    • competitive conditions in each of our business segments, including competition from cruise lines and resorts that may desire to provide spa services themselves and competition from third party providers of shipboard and land-based spa services;
    • 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 need to find additional sources of revenues;
    • risks relating to our non-U.S. operations;
    • possible labor unrest or changes in economics based on collective bargaining activities;
    • uncertainties beyond our control that could affect our ability to timely and cost-effectively construct and open resort spa facilities;
    • major renovations or changes in room rates, guest demographics or guest occupancy at the resorts we serve that could adversely affect the volume of our business at resort spas;
    • 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;
    • risks relating to the performance of our massage and beauty schools which are, among other things, subject to significant 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;
    • 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;
    • the risks to our cash investments resulting from the current financial environment;
    • product liability or other claims against us by customers of our products or services;
    • restrictions imposed on us as a result of our credit facility;
    • our ability to successfully protect our trademarks or obtain new trademarks;
    • foreign currency exchange rate risk;
    • the risk that announced retail rollouts of our product sales at specified venues will not occur;

    • risks relating to unauthorized access to our computer networks; and
    • the risk that changes in privacy law could adversely affect our ability to market our services and products effectively.

These risks and other risks are detailed in our Annual Report on Form 10-K for the year ended December 31, 2008 filed with the Securities and Exchange Commission. That report contains important cautionary statements and a discussion of many of the factors that could materially affect the accuracy of our forward-looking statements and/or adversely affect our business, results of operations and financial 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.

30


Item 3.  Quantitative and Qualitative Disclosures about Market Risk

As of September 30, 2009, we had no amounts outstanding under our revolving line of credit. Steiner Leisure's major market risk exposure is changing interest rates. Our policy is to manage interest rate risk through the use of a combination of fixed and floating rate debt and interest rate derivatives based upon market conditions. Our objective in managing the exposure to interest rate changes is to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. To achieve these objectives, we have used interest rate swaps to manage net exposure to interest rate changes to our borrowings. These swaps are typically entered into with a group of financial institutions with investment grade credit ratings, thereby reducing the risk of credit loss.

While our revenues and expenses are primarily represented by U.S. Dollars, they also are represented by various other currencies, primarily the U.K. Pound Sterling. Accordingly, we face the risk of fluctuations in non-U.S. currencies compared to U.S. Dollars. We manage this currency risk by monitoring fluctuations in foreign currencies and, when exchange rates are appropriate, purchasing amounts of those foreign currencies. A hypothetical 10% change in the exchange rate of the U.K. Pound Sterling to the U.S. Dollar as of September 30, 2009 would change our results of operations by approximately $1.8 million.

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 15d-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, 2009.

There has been no change over internal control over financial reporting during the three months ended September 30, 2009 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. Currently, other than as described below, there are no claims or proceedings which, in the opinion of management, would have a material adverse effect on our operations or financial position.

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. This matter was previously disclosed, most recently in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, and there have been no material developments since then.

Item 1A.

Risk Factors

There were no material changes during the third quarter of 2009 in the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2008.

32


 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

(a) On July 29, 2009, the Company entered into a transaction with the holders of options issued by SEG, pursuant to which the holders' rights under the SEG Options were surrendered in exchange for a total of 49,272 restricted share units of the Company, each unit entitling the holder to receive one common share of the Company upon vesting, which vesting will occur one year from the date of grant. The restricted share units were offered and sold in reliance on the exemption from registration provided by Section 4(2) of the Securities Act, based on the fact that these securities were privately placed to officers of the Company.

(c) The following table provides information about purchases by Steiner Leisure of our common shares during the three month period ended September 30, 2009:






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, 2009 through July 30, 2009

--

$

--

--

$

50,261,102

August 1, 2009 through August 31, 2009

882

33.98

--

50,261,102

September 1, 2009 through September 30, 2009

--

--

--

50,261,102

    Total

882

$

--

$

50,261,102

 

    1. As of February 27, 2008, the existing repurchase plan, which authorized the repurchase of a specified number of shares, was replaced with a plan that authorizes the purchase of up to $100 million of the Company's common shares in the open market or other transactions.
    2. During the three months ended September 30, 2009, 882 shares were surrendered by our employees in connection with the vesting of restricted shares and were used to satisfy payment of employee federal income tax withholding obligations upon the vesting of such restricted shares.

    3. Includes commissions paid.

 

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Item 6.

Exhibits

   

31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

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 9, 2009

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)

   
   
   
   
   
   

35


 

Exhibit Index

Exhibit
Number


Description

   

31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

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.

   

 

36