10-K 1 stnr20141231_10k.htm FORM 10-K stnr20141231_10k.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

 

(Mark One)

[X]

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

For the fiscal year ended December 31, 2014

OR

[   ]

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
(State or other jurisdiction of
incorporation or organization)

 

98-0164731
(IRS Employer Identification No.)

Suite 104A, Saffrey Square
P.O. Box N-9306
Nassau, The Bahamas
(Address of principal executive offices)

 

Not Applicable
(Zip code)

 

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

 

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Name of each exchange on which registered

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

 

The Nasdaq Global Select Market


Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

   

[  ] Yes   [X] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

   

[  ] Yes   [X] No

 

       Indicate by check mark 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.  [X] 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).   [X] Yes   [  ] No

 

       Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   [  ]

 

       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 [X]

 

Accelerated filer [  ]

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 Act).  [  ] Yes   [X] No

 

       The aggregate market value of the registrant's common shares held by non-affiliates was $598,805,245 as of June 30, 2014, based on the closing price of the common stock on the Nasdaq Global Select Market on June 30, 2014, which is the last business day of the registrant's most recently completed second fiscal quarter. For the sole purpose of this calculation, only shares held by members of the board of directors of the registrant were deemed to be held by affiliates of the registrant. This determination of affiliate status is not necessarily conclusive for other purposes.

 

       As of February 19, 2015, the registrant had 13,038,719 common shares outstanding.

 

Documents Incorporated by Reference

       Portions of the registrant's definitive Proxy Statement for the 2015 Annual Meeting of Shareholders, to be filed within 120 days after the registrant's fiscal year ended December 31, 2014, are incorporated by reference into Part III of this report.

 

 
 

 

 

 

TABLE OF CONTENTS

Page

     
 

PART I

 

Item 1

Business

1

Item 1A

Risk Factors

31

Item 1B

Unresolved Staff Comments

58

Item 2

Properties

58

Item 3

Legal Proceedings

59

Item 4

Mine Safety Disclosures

59

     
 

PART II

 

Item 5

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 

60

Item 6

Selected Financial Data

63

Item 7

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

65

 

Cautionary Statement Regarding Forward-Looking Statements

84

Item 7A

Quantitative and Qualitative Disclosures about Market Risk

85

Item 8

Financial Statements and Supplementary Data

85

Item 9

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

85

Item 9A

Controls and Procedures

85

Item 9B

Other Information

85

 

PART III

 

Item 10

Directors, Executive Officers and Corporate Governance

86

Item 11

Executive Compensation

86

Item 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

86

Item 13

Certain Relationships and Related Transactions, and Director Independence

86

Item 14

Principal Accounting Fees and Services

86

     
 

PART IV

 

Item 15

Exhibits, Financial Statement Schedules

86

 

Signatures

90

 

Index to Financial Statements

F-1

 

 
 

 

 

PART I

 

ITEM 1.    BUSINESS

 

General

 

Steiner Leisure Limited ("Steiner Leisure," the "Company," "we," "us" and "our" refer to Steiner Leisure Limited and its subsidiaries) is a global provider and innovator in the fields of beauty, wellness and education. Steiner Leisure was incorporated in The Bahamas as a Bahamian international business company in 1995. In our facilities on cruise ships, in land-based spas, including at resorts and urban hotels (referenced collectively below as "hotels"), luxury Elemis® day spas, Bliss® premium urban day spas and at our Ideal Image cosmetic services centers ("Ideal Image centers"), we strive to create a relaxing and therapeutic environment where guests can receive beauty and body treatments of the highest quality. Our services include traditional and alternative massage, body and skin treatment options, fitness, acupuncture, medi-spa treatments, cosmetic services, laser hair removal, facial rejuvenation and body contouring services. We also develop and market premium quality beauty products, which are sold at our facilities, through e-commerce and through third party retail outlets and other channels, and operate post-secondary schools offering massage therapy and related courses.

  

The cruise ships and third party land-based venues we serve include those of Azamara Club Cruises, Caesars Entertainment, Carnival Australia, Carnival Cruise Line, Costa Cruises, Crystal Cruises, Cunard Cruise Line, Hilton Hotels, Holland America Line, Kerzner International, Loews Hotels, Marriott Hotels, Mauna Kea Beach Hotel, Norwegian Cruise Lines, Planet Hollywood, P&O Cruises, Princess Cruises, Pullmantur Cruises, Royal Caribbean Cruises, Seabourn Cruise Line, Silversea Cruises, St. Regis Hotels and Resorts, W Hotels and Resorts, Westin Hotels and Resorts, Windstar Cruises and Wyndham Hotels and Resorts. As of February 2, 2015, we served 148 cruise ships representing 16 cruise lines, and operated 45 resort spas, 11 urban hotel spas, five day spas and 110 Ideal Image centers.

 

We operate 12 post-secondary schools (comprised of a total of 32 campuses) located in Arizona, Colorado, Connecticut, Florida, Illinois, Maryland, Massachusetts, Nevada, New Jersey, Pennsylvania, Texas, Utah, Virginia and Washington. As described in more detail below, legislation and regulations have placed significant restrictions on the operation of post-secondary schools, such as ours, that are dependent to a major extent on the ability of students and prospective students to obtain loans under Title IV of the Higher Education Act of 1965 (the "HEA"), which is administered by the U.S. Department of Education (the "DOE").

 

We also operate Ideal Image Development, Inc. ("Ideal Image"), a leader in the cosmetic category of laser hair removal, which has a nationwide network of 127 cosmetic retail centers (17 operated by franchisees) across 31 states and two locations in Canada.

 

We provide our shipboard services in treatment and fitness facilities located on cruise ships. On most newer ships, our services are provided in enhanced, large spa facilities. Most of these facilities are in large fitness and treatment areas, generally located in a single passenger activity area. As of February 2, 2015, 111 of the 148 ships we served had large spa facilities. Ships with large spa facilities provided us with average weekly revenues of $61,281 in 2014 and $61,089 in 2013, as compared to average weekly revenues of $19,094 in 2014 and $18,218 in 2013 for the other ships we served. Our services include massages, facials, microdermabrasion, waxing, aromatherapy treatments, seaweed wraps, aerobic exercise, yoga, Pilates, hair styling, manicures, pedicures and teeth whitening, as well as a variety of other specialized beauty and body treatments and services, acupuncture and, on many ships we serve, medi-spa services such as Thermage®, BOTOX® Cosmetic, Dysport®, Restylane® and Perlane®. Our range of services is designed to capitalize on the significant consumer interest in health awareness, personal care and fitness.

 

We provide spa services (other than medi-spa services) similar to those we provide on cruise ships at 63 land-based spa venues located in the United States, the Caribbean, Asia, the Pacific, and other locations. These spas include resort spas and urban hotel spas which are operated primarily under the Mandara® and Bliss brands, as well as Elemis luxury day spas in each of Coral Gables, Florida and London, England, and Bliss premium urban day spas in New York City (two spas) and London. Additional spas under these brands and the Remède brand are operated by third parties under license from us.

 

We develop and sell a variety of high quality beauty products under our Elemis, La Thérapie™, Bliss, BlissLabs™, Remède, Laboratoire Remède®, Mandara Spa® and Mandara brands, and supplements under our Jou® brand. Our products are produced for us by several suppliers, including highly regarded and premier United States and European manufacturers.

  

 
1

 

 

We also sell products of third parties, both under our packaging and labeling and under those of third parties. The products we sell include beauty preparations such as lotions aimed at reducing the appearance of aging on skin, aromatherapy oils, cleansers and creams and other facial and skin care preparations, hair care products, moisturizers and lotions, nail care products, footwear and shapewear, including, among others, a variety of products under the Mandara and Steiner® names. We sell our products through, among other channels, e-commerce, catalogs, on board the ships we serve, at our land-based spas, through department stores and third party retail outlets and distributors, as well as through salons, mail order and our websites, including www.timetospa.com, www.timetospa.co.uk, www.blissworld.com, www.blisslondon.co.uk and www.bodyworkmall.com.

 

Services accounted for approximately 69%, 69% and 70% of our revenues and products accounted for approximately 31%, 31% and 30% of our revenues in 2014, 2013 and 2012, respectively.

  

See Note 12, "Segment Information," in the accompanying Consolidated Financial Statements for information regarding the revenues, income from operations, depreciation and amortization, capital expenditures and total assets for our Spa Operations, Products, Schools and Ideal Image reportable segments; and Note 13, "Geographic Information," for financial information regarding the geographic areas in which we operate.

 

Our Shipboard Spa Business

 

A significant portion of our business is represented by the provision of our services and products on cruise ships. Accordingly, our business is dependent on the cruise industry and is subject to a number of risks related to that industry.

  

Cruise Industry Overview

 

The passenger cruise industry has evolved from a trans-ocean carrier service into a vacation alternative to land-based venues and sightseeing destinations. The cruise market is comprised of luxury, premium and mass market segments which appeal to a broad range of passenger demographics, tastes and budgets. We serve ships in all of these segments.

 

According to Cruise Lines International Association, a trade association ("CLIA"), passenger volume on cruises marketed primarily to North American consumers ("North American Cruises") grew from approximately 12.6 million in 2007 to a CLIA-estimated 17.6 million in 2013 (the last year for which CLIA data is available), including an estimated increase of approximately 400,000 North American passengers in 2013 compared to 2012. As of February 2, 2015, 107 of the 148 ships we served offered North American Cruises and most of the vessels we serve are marketed primarily to North American passengers.

 

The most recent CLIA North American Cruise Market Profile, released in January 2015, indicates that, according to past cruisers, a cruise outperformed other vacations, with the cruise vacation ranked highest as the best overall vacation. Surveyed cruisers also expressed their intent to plan to take another cruise in the next three years. Additionally, the report indicates that most of the past cruise passengers deemed cruises as a very high value for the cost and a superior value to other types of vacations, including land vacations. In comparing the benefits of cruise vacations to other vacations, the majority of cruisers surveyed "agreed that a cruise was a better way than other vacations to relax, get away from it all, and pamper oneself" and "more luxurious and a means to make oneself feel special." Additionally, cruisers indicate that shipboard amenities such as spa and salon services and health clubs and gyms are factors that influence their cruise selection. We believe the services we offer in our shipboard spas, salons and fitness facilities offer a therapeutic and indulgent experience to passengers and provide a memorable highlight of their cruise vacation. As a result, we believe our operations are an important part of the cruise vacation experience.

 

Over the years, the trend has been for cruise lines to build larger ships with large spas dedicated to the types of health, beauty and fitness services we offer. Generally, these large spas offer larger fitness and treatment facilities, are located on higher profile decks, have enriched decor and reflect a greater capital investment by the cruise lines. A few new ships have dedicated medi-spa facilities as part of the spa facilities we operate. With respect to certain ships, we participate in the design of these facilities and provide unique branding for certain cruise lines. As of February 2, 2015, 111 of the ships we served offered large spa facilities. All three new ships scheduled to be introduced during the remainder of 2015 by our cruise line customers and on which we anticipate providing services will have large spa facilities.

 

 
2

 

 

Overview of our Shipboard Spa Business

 

As of February 2, 2015, we provided our services and products to 16 cruise lines representing a total of 148 ships, including almost all of the major cruise lines offering North American Cruises. We provide our services under the Mandara and The Greenhouse® brands, as well as under the proprietary brands of several cruise lines.

 

The numbers of ships served as of February 2, 2015 under cruise line agreements with the respective cruise lines (including ships temporarily out of service for routine dry dock maintenance) are listed below:

 

 

 

Cruise Line

 

Number of

Ships Served

     

Azamara (1)

 

2

Carnival (2)

 

24

Carnival Australia (2)

 

3

Costa (2)

 

15

Crystal

 

2

Cunard (2)

 

2

Disney

 

4

Holland America (2)

 

15

Norwegian

 

13

P&O (2)

 

7

Princess (2)

 

18

Pullmantur (1) (3)

 

5

Royal Caribbean (1)

 

22

Seabourn (2)

 

5

Silversea

 

7

Windstar

 

4

     

Total

 

148

 

 

(1)

Azamara and Pullmantur are owned by Royal Caribbean.

 

 

(2)

Carnival Corporation, the parent company of Carnival Cruise Line, also owns Carnival Australia, Costa, Cunard, Holland America, P&O, Princess and Seabourn.

 

 

(3)

As of February 2, 2015, we served these ships without a written agreement.

 

Since November 1996, none of our cruise line agreements were terminated prior to their respective expiration dates. Historically, almost all of our cruise line agreements that have expired have been renewed beyond their specified expiration dates, although our agreement with Celebrity, with respect to ten ships, which expired in December 2013, was not renewed. The total number of ships we serve is affected from time to time by cruise lines removing from service older ships as new ships are introduced, or otherwise.

 

 
3

 

 

Principal Cruise Line Customers

 

Revenues from passengers of each of the following cruise companies accounted for more than ten percent of our total revenues in 2014, 2013 and 2012, respectively: Carnival (including Carnival, Carnival Australia, Costa, Cunard, Holland America, P&O, Princess and Seabourn cruise lines): 24.8%, 24.4% and 25.7% and Royal Caribbean (including Royal Caribbean, Celebrity (until the second quarter of 2014, at which point we ceased serving Celebrity ships), Pullmantur and Azamara cruise lines): 10.6%, 13.9% and 14.8%. These companies, combined, accounted for 118 of the 148 ships served by us as of February 2, 2015. If we cease to serve one of these cruise companies, or a substantial number of ships operated by a cruise company, it could materially adversely affect our results of operations and financial condition. We have separate agreements for each cruise line (we are currently serving Pullmantur ships without a written agreement), even where they are under common ownership with other cruise lines.

 

Cruise Line Agreements

 

Our cruise line agreements give us the exclusive right to offer our services and the right to sell products on board the ships we serve. Services and products sold to passengers are billed to them by the cruise lines. The cruise lines retain a specified percentage of our gross receipts from such sales before remitting the remainder to us. Under the cruise line agreements, we are required to pay for the meals and accommodations for our shipboard employees. Most of the cruise line agreements cover all of the then-operating ships of a cruise line and certain of the agreements cover new ships introduced by the cruise line during the term of the agreement. In the case of other agreements, new arrangements must often be negotiated between us and a cruise line as new ships enter service. The agreements have specified terms ranging from one to eight years, with an average remaining term per ship of approximately three years as of February 2, 2015. As of February 2, 2015, cruise line agreements that expire within one year covered 19 of the 148 ships served by us. These 19 ships accounted for approximately 4.4% of our revenue in 2014. We typically are able to begin negotiations to renew agreements six to 12 months prior to their expiration dates.

 

The cruise line agreements provide for termination by the cruise lines with limited or no advance notice under certain circumstances, including, among other things, the withdrawal of a ship from the cruise trade, the sale or lease of a ship or our failure to achieve specified passenger service standards. As of February 2, 2015, agreements for four ships provided for termination for any reason by the cruise line on 90 days' notice and we served five ships without written agreements.

 

We are obligated to make minimum payments to certain cruise lines regardless of the amount of revenues we receive from guests. As of December 31, 2014, these payments are required by cruise line agreements covering a total of 93 ships served by us. As of December 31, 2014, we had guaranteed total minimum payments to cruise lines (excluding payments based on minimum amounts per passenger per day of a cruise applicable to certain ships) of approximately: $101.6 million in 2015, $8.0 million in 2016, $8.0 million in 2017, $8.0 million in 2018, and $8.0 million in 2019. These amounts could increase under new or renewed agreements. Some of the minimum annual payments are calculated based upon minimum amounts per passenger per day of a cruise for passengers actually embarked on each cruise of the respective ship. These payments could significantly increase the minimum payments set forth above. The amounts set forth for the years after 2015 are the amounts that are currently calculable. It is anticipated that the actual amounts for each of those years could be significantly higher than the amounts indicated.

 

 
4

 

 

Our Land-Based Spas Business

 

Hotel Spas - General

 

We offer spa services and products on land at hotels principally in the United States, the Caribbean, Asia and the Pacific.

 

As of February 2, 2015, we provided spa services at hotels in the following locations:

 



COUNTRY

 


NUMBER OF

HOTEL SPAS

     

United States (1)

 

23

Maldives

 

9

Malaysia

 

7

Indonesia

 

4

Guam

 

2

Bahamas

 

2

Palau

 

2

Aruba

 

1

Egypt

 

1

Japan

 

1

Russia

 

1

United Arab Emirates

 

2

United Kingdom

 

1

     

Total

 

56

_____________________

 

 

(1)

Including Puerto Rico.

 

The hotel spas we operate range in size from approximately 625 square feet to 32,000 square feet.

 

Spa Brands

 

The hotel spas we operate conduct business primarily under our Mandara brand. Beginning in January 2010, following our acquisition of Bliss World Holdings, Inc. (including its subsidiaries, "Bliss Inc.") from Starwood Hotels & Resorts Worldwide, Inc. ("Starwood") in December 2009, we began offering spa services and products under the Bliss and Remède brands. We now offer these services and products at a total of 11 urban hotel spas in the following United States cities: Atlanta (one in the Buckhead area and one in the Midtown area), Chicago, Dallas, Hoboken, Los Angeles (one in Hollywood and one in Westwood), Miami Beach, New York, San Francisco and Scottsdale. These spas are operated at two brands of hotels of Starwood. Our Bliss hotel spas are operated at W Hotels in the foregoing cities and our Remède hotel spa is operated at the St. Regis hotel in the Buckhead area of Atlanta. We have an agreement with Starwood providing Starwood with exclusive rights in the hospitality industry for Bliss and Remède-branded spas. That exclusivity continues, subject to earlier termination under certain circumstances. Also under that agreement, we license the Bliss and Remède names to Starwood's in-room amenities manufacturer for the distribution of Bliss- and Remède-branded hotel amenities in certain W and St. Regis hotels, respectively.

 

These urban hotel spas have a clientele that not only includes guests of the hotels and, in certain cases, residents of privately owned units affiliated with the hotels, but also includes (to a very significant extent at most locations) customers who are residents of, or visiting, the neighborhoods where the spas are located.

 

We operate eight spas under the Chavana brand, one hotel spa under the "Elemis" brand and one spa under our newest hotel spa brand, "Glow®, a Mandara Spa," as well as certain spas under brands of venues where the spas are located.

 

We also manage the operations of one hotel spa in North Carolina and one hotel spa in The Bahamas.

 

 
5

 

 

Day Spas

 

We operate a total of five day spas. We operate Elemis day spas in London and in Coral Gables, Florida. We operate Bliss day spas at two locations in New York City, and in London. These day spas provide products and services similar to those provided at the hotel spas operated under those respective brands, and are operated pursuant to agreements with the owners of the properties involved. Such agreements generally involve fixed rental payments and/or charges based on a percentage of our revenues.

 

We also operate spas under the "Elemis" brand for certain British Airways passengers at John F. Kennedy International airport in New York and at Heathrow airport near London as part of the program under which we supply Elemis products to British Airways. In 2013, we began selling our Bliss products at Bliss branded stores at airports in Dallas, Los Angeles and St. Louis.

 

Licensed Spas

 

In addition to operating land-based spas ourselves, we license certain of our marks to third parties in connection with hotel spa operations. We license our Mandara mark to Minor International PCL, a Thailand-based hotel operator, which operates three Mandara hotel spas in Thailand, three Mandara hotel spas in China and one Mandara hotel spa in Egypt. We also license our Mandara mark to one hotel operator in Fiji, which license expires in July 2015. We license our Bliss mark to Starwood for use in connection with hotel spas at four hotels in the United States and at hotels in Hong Kong, Qatar, Russia and Spain. We license our Remède mark to Starwood for use at six hotels in the United States, two hotels in Mexico and one hotel in each of Indonesia and Singapore.

 

Land-Based Spa Agreements

 

We operate our land-based spas pursuant to agreements with the owners of the properties involved. Our hotel spas generally are required to pay rent based on a percentage of our revenues, with others having fixed rents. Similar to some of our cruise line agreements, certain of our land-based spa agreements also require that we make minimum rental payments irrespective of the amount of our revenues. As of December 31, 2014, we had guaranteed total minimum payments to owners of our land-based venues of approximately: $6.1 million in 2015, $4.2 million in 2016, $2.7 million in 2017, $1.9 million in 2018, $1.4 million in 2019 and $2.1 million in total thereafter.

 

In connection with our spas at the Atlantis Resort and Casino, the One&Only Ocean Club, the Planet Hollywood Resort and Casino, the Hilton Hawaiian Village Beach Resort and Spa, the Mohegan Sun Resort, the Wyndham Rio Mar, the Swan and Dolphin Hotel, the Grand Californian Hotel, the Tropicana Las Vegas Hotel and Casino and at certain other hotels, in order to obtain the agreements for these premises, we agreed to build out all or a portion of the spa facilities at our expense. The costs of these build-outs have ranged from under $500,000 to $15.6 million. We believe that in order to procure agreements for certain spas at hotels in the future, we may be required to fund the build-out, in whole or in part, of the spa facilities at those hotels. Those build-outs also likely will involve expenditures per facility comparable to, or in excess of, the expenditures we have spent to date on the build-out of hotel spa facilities. The terms of the agreements for our land-based spas generally range from five to 20 years (including the terms of renewals available at our option).

 

Massage and Beauty Schools

 

We operate 12 post-secondary schools providing education in massage therapy and, in some cases, beauty and skin care, and related areas at 32 campuses in a total of 14 states. We offer full-time programs as well as part-time programs for students who work or who otherwise desire to take classes outside of traditional education hours. Our schools' business began in August 1999, when we acquired a post-secondary school (comprised of four campuses) in Florida, offering degree and non-degree courses in massage and beauty and skin care. In April 2000, we acquired two post-secondary massage therapy schools with campuses located in Maryland, Pennsylvania and Virginia. In April 2006, we acquired the assets of the Utah College of Massage Therapy, Inc. ("UCMT"), which operated a post-secondary massage therapy school with a total of seven campuses in Utah, Nevada, Arizona and Colorado and a small affiliate of UCMT that offers spa products, equipment and services to UCMT students and others. In August 2008, we acquired the assets of the Connecticut Center for Massage Therapy, Inc. ("CCMT"), which operated a post-secondary massage therapy school with a total of three campuses in Connecticut. In November 2011, we acquired the assets of Cortiva, which operated seven schools with a total of 12 campuses located in a total of seven states, including four where we had not operated schools previously. In 2011, 2012 and 2013, we opened new campuses in Richardson, Houston and Arlington, Texas, respectively. We anticipate ceasing operations at our Sarasota, Florida campus in May 2015.

 

 
6

 

 

As of February 2, 2015, there were a total of 4,918 students attending our schools.

 

Each of our schools are eligible to participate in the federal student financial assistance programs authorized by Title IV of the HEA and administered by the DOE. The eligibility of our schools to participate in the federal student financial assistance programs authorized by Title IV of the HEA (the "Title IV Programs") enables eligible students attending our schools to receive federal student aid under the Title IV Programs. A majority of our students receive federal student financial assistance under the Title IV Programs. Accordingly, the success of our schools is dependent to a significant extent on our continued eligibility to participate in these programs.

 

For our schools to become eligible, and maintain eligibility, to participate in the Title IV Programs and for eligible students attending those schools to receive federal student financial assistance under those programs, among other things, our schools are required to (i) maintain accreditation by an accrediting agency recognized by the DOE, (ii) maintain legal authorization to offer post-secondary education programs of instruction in the state in which they are physically located and (iii) be certified as part of an eligible institution by the DOE.

 

Graduates of our schools have the training to be employed in our spas and a few of these graduates have, in fact, become employed by us. They also have the potential to assist us in creating new channels for distribution of our products.

 

Our schools are operated at facilities leased from third parties for terms ranging from five to 15 years.

 

Our schools are comprised of 12 "institutions" (the term for an entity recognized by the DOE and the accreditation authorities for regulatory purposes), each of which consists of a main campus and from zero to eight additional locations.

 

 
7

 

 

Certain information with respect to our school campuses is set forth below.

 


School
   Brand
(1)

 



Location

 



Website

 


Year
Established

 

Year

Acquired by

Steiner

 


Principal
Curriculum
(2)

 


Degree

Availability (2)

 



Accreditation
(3)

                             

FCNH

 

Miami, FL

 

fcnh.com

 

1993

 

1999

 

MT, SC

 

AS

 

ACCSC

FCNH

 

Orlando, FL

 

fcnh.com

 

1982

 

1999

 

MT, SC

 

AS

 

ACCSC

FCNH

 

Pompano Beach, FL

 

fcnh.com

 

1986

 

1999

 

MT, SC

 

AS

 

ACCSC

FCNH

 

Sarasota, FL(4)

 

fcnh.com

 

1978

 

1999

 

MT, SC

 

AS

 

ACCSC

BSM

 

Linthicum, MD

 

bsom.com

 

1981

 

2000

 

MT, SC (5)

 

-

 

ACCSC/COMTA

BSM

 

York, PA

 

bsmyork.com

 

1999

 

2000

 

MT

 

-

 

ACCSC/COMTA

VSM

 

Charlottesville, VA

 

vasom.com

 

1989

 

2000

 

MT, SC (5)

 

-

 

ACCSC/COMTA

UCMT

 

Lindon, UT

 

ucmt.com

 

1997

 

2006

 

MT

 

-

 

ACCET

UCMT

 

Salt Lake City, UT

 

ucmt.com

 

1986

 

2006

 

MT, SC (5)

 

-

 

ACCET

NSMT

 

Las Vegas, NV

 

ucmt.com

 

1999

 

2006

 

MT

 

-

 

ACCET

ASMT

 

Phoenix, AZ

 

ucmt.com

 

2002

 

2006

 

MT, SC (5)

 

-

 

ACCET

ASMT

 

Tempe, AZ

 

ucmt.com

 

2000

 

2006

 

MT, SC (5)

 

-

 

ACCET

DSMT

 

Aurora, CO

 

ucmt.com

 

2004

 

2006

 

MT

 

-

 

ACCET

DSMT

 

Westminster, CO

 

ucmt.com

 

2003

 

2006

 

MT

 

-

 

ACCET

CCMT

 

Groton, CT

 

ccmt.com

 

2003

 

2008

 

MT

 

-

 

COMTA

CCMT

 

Newington, CT

 

ccmt.com

 

1980

 

2008

 

MT

 

-

 

COMTA

CCMT

 

Westport, CT

 

ccmt.com

 

1992

 

2008

 

MT

 

-

 

COMTA

TCMT

 

Arlington, TX

 

texasmassage therapy.com

 

2013

 

-

 

MT

 

-

 

ACCSC

TCMT

 

Houston, TX

 

texasmassage therapy.com

 

2012

 

-

 

MT

 

-

 

ACCET

TCMT

 

Richardson, TX

 

texasmassage therapy.com

 

2011

 

-

 

MT, SC (5)

 

-

 

ACCET

Cortiva Institute

 

Wall Township, NJ

 

cortiva.com

 

2004

 

2011

 

MT

 

-

 

COMTA

Cortiva Institute

 

Hoboken, NJ

 

cortiva.com

 

2010

 

2011

 

MT

 

-

 

ACCSC

Cortiva Institute

 

Chicago, IL

 

cortiva.com

 

1981

 

2011

 

MT

 

-

 

COMTA

Cortiva Institute

 

Crystal Lake, IL(6)

 

cortiva.com

 

2001

 

2011

 

MT

 

-

 

COMTA

Cortiva Institute

 

Joliet, IL

 

cortiva.com

 

2009

 

2011

 

MT

 

-

 

COMTA

Cortiva Institute

 

Watertown, MA

 

cortiva.com

 

1974

 

2011

 

MT

 

-

 

COMTA

Cortiva Institute

 

Pinellas Park, FL

 

cortiva.com

 

1981

 

2011

 

MT

 

-

 

ACCSC

Cortiva Institute

 

Seattle, WA

 

cortiva.com

 

1974

 

2011

 

MT

 

-

 

COMTA

Cortiva Institute

 

Federal Way, WA(7)

 

cortiva.com

 

2011

 

2011

 

MT

 

-

 

COMTA

Cortiva Institute

 

Tucson, AZ

 

cortiva.com

 

1982

 

2011

 

MT

 

-

 

ACCSC

Cortiva Institute

 

Scottsdale, AZ

 

cortiva.com

 

1981

 

2011

 

MT

 

-

 

ACCET

Cortiva Institute

 

King of Prussia, PA

 

cortiva.com

 

1982

 

2011

 

MT

 

-

 

COMTA

  

 
8

 

 

(1)
ASMT - Arizona School of Massage Therapy (branch of UCMT)
BSM - Baltimore School of Massage
CCMT - Connecticut Center for Massage Therapy
DSMT - Denver School of Massage Therapy (branch of UCMT)
FCNH - Florida College of Natural Health
NSMT - Nevada School of Massage Therapy (branch of UCMT)
TCMT - Texas Center for Massage Therapy (branch of UCMT for Richardson and Houston, and Cortiva Institute - Pinellas Park for Arlington)
UCMT - Utah College of Massage Therapy
VSM - Virginia School of Massage

(2)
AS - Associate of Science Degree
MT - Massage Therapy-Related Courses
SC - Skin Care-Related Courses

(3)
ACCET - Accrediting Council for Continuing Education and Training (institutional accreditation)
ACCSC - Accrediting Commission of Career Schools and Colleges (institutional accreditation)
COMTA - Commission on Massage Therapy Accreditation (institutional accreditation for CCMT and respective Cortiva campuses as a whole; programmatic accreditation solely for MT programs at other schools and, with respect to the Baltimore campus, skin care)

(4)
We anticipate closing this campus by May 2015.

(5)
The skin care programs at these campuses are taught under the trade name "Steiner Institute of Esthetics," followed by a reference to the particular school involved, whose website can be found at www.steineresthetics.com.

(6)
This location is an auxiliary location of the Chicago school.

(7)
This location is an auxiliary location of the Seattle school.

 
9

 

 

Ideal Image

 

In November 2011, we acquired Ideal Image, a leader in the cosmetic category of laser hair removal, which had a nationwide network of 68 cosmetic centers (17 operated by franchisees) across 21 states, for $175 million. The purchase price for this acquisition was paid from our existing cash and common shares and through borrowings under our credit facility entered into at the time of the acquisition.

 

Laser Hair Removal Industry

 

According to a study of the laser hair removal industry prepared by an independent strategic market consulting firm for Ideal Image in the spring of 2011, (i) the United States market for laser hair removal was estimated to be $1.8 billion, with over five million procedures conducted annually, (ii) nearly half of the market's demand (and 75% of Ideal Image's demand) is derived from a core demographic of women 25-45 years old, (iii) approximately 75% of laser hair removal procedures performed in the United States are conducted outside of a physician's office and (iv) a majority of women, especially those in the above demographic group, are taking action to avoid unwanted hair and more than 45% are seeking some type of professional service in a facility outside of their home.

 

Ideal Image Operations

 

Ideal Image began its operations with a facility in Tampa, Florida in 2001 and has expanded its operations since then both by opening new centers and acquiring centers that had been operated by its franchisees. Since we acquired Ideal Image, we have opened 59 new locations as of February 2, 2015, including two new locations in Canada. Ideal Image's headquarters are located in Tampa.

 

Ideal Image primarily provides a non-invasive procedure for the removal of unwanted facial and body hair in a relaxing setting. The technology involved uses heat from laser (light amplification by the stimulated emission of radiance) pulses to destroy hair roots by targeting the melanin (dark pigmentation) in the hair below the skin without harming the skin itself. Ideal Image focuses on providing safe and effective service to its consumers with a strong focus on customer service. Ideal Image's laser hair removal services are individualized to each customer's skin type and hair color pursuant to a specified service plan. Ideal Image has contracted with a single third party financing source to provide most of the funding putchased by customers of Ideal Image. A majority of its customers finance their services through this third party financial source. Since 2001, Ideal Image has provided more than 4.5 million laser hair removal services to its guests.

 

In 2013, Ideal Image expanded its service offerings. As of February 2, 2015, PicoSure® and Ultherapy® are performed in ten and 110 Ideal Image centers, respectively. PicoSure, a tattoo removal procedure, uses a short pulse duration laser to shatter ink into tiny particles that are eliminated by the body. Ultherapy is a procedure that tightens and lifts the skin by using micro focused ultrasound technology to target the underlying skin tissues where collagen resides. In addition, cosmetic injections to reduce the appearance of wrinkles on skin using BOTOX Cosmetic and Dysport, as well as filling deep facial lines with Juvederm, Restylane and Perlane, are performed in all U.S. Ideal Image centers. Ideal Image also is performing body contouring services in 30 locations.

 

As of February 2, 2015, Ideal Image operated 110 centers in a total of 31 states, as well as two locations in Canada, and franchised the Ideal Image brand to operators of 17 centers in a total of seven states. Most of the Ideal Image centers are located in shopping centers or Class A retail locations and range in size from 1,200 square feet to 4,500 square feet and are generally staffed with teams ranging from three to 11 employees.

 

Each of our Ideal Image centers are staffed with one or more advanced registered nurse practitioners, physician's assistants, and/or registered nurses who provide cosmetic services to our guests. These providers are supervised by medical directors, who are physicians, with whom we contract to oversee one or more of our centers.

 

The 17 centers operated by third parties pursuant to franchise agreements license the trademarks of Ideal Image to the franchisees in exchange for an initial fee and weekly royalty fees based on gross sales. The franchise agreements generally also provide for, among other things, (i) terms of ten years, (ii) minimum gross sales requirements, (iii) operational requirements to be adhered to by franchisees to create conformity with the Ideal Image brand, (iv) exclusivity rights for franchisees in specified geographic areas and (v) rights of termination by Ideal Image in certain events.

 

Certain of those agreements also provide us with the right to buy back the operation from a franchisee under certain circumstances. Of the 110 centers operated by Ideal Image, 43 originally were franchised, but were subsequently bought back by Ideal Image. All of those transactions took place prior to our acquisition of Ideal Image.

 

Our Ideal Image services are provided at centers leased from third parties, generally for terms of five to 15 years.

 

 
10

 

 

Business Strategy

 

Our business strategy is directed at maintaining and enhancing our position as a global provider of anti-aging and beauty cosmetic services and products and wellness-related services and education. To do so, we:

 

Recruit and Train High Quality Personnel. We believe that our success is largely attributable to our ability to staff our operations with highly trained personnel who provide outstanding service. We provide spa and laser hair removal services to our guests on a personal basis. We employ individuals who are professional, attentive and able to continue our tradition of catering to the needs of our guests. We recruit our shipboard staff primarily from the British Isles, Australia, South Africa, the Philippines, Canada, the Caribbean and continental Europe. Our land-based spa and Ideal Image center staffs are recruited primarily from the regions where the facilities are located. We require prospective employees to be technically skilled and to possess a willingness to provide outstanding personal service. We train candidates in our philosophy of guest care and in the nature, benefits and proper use of our products, as well as in detailed protocols for the applications of our treatments. Our training emphasizes the importance of an individualized and therapeutic experience for our guests.

 

Utilize Experienced and Empowered Management. Our spa and certain Ideal Image center operations are supervised at the facility or center, as the case may be, level by experienced managers who implement our philosophy of customer care. Our facility managers and, for Ideal Image, our regional and center managers, are selected based on performance as staff members or appropriate industry experience and receive specialized management training. Our spa managers are granted substantial authority to make day-to-day decisions regarding operations, including those actions necessary to maximize revenues of the facility they manage. Our managers are responsible for efficient scheduling of personnel, inventory management, supervision of sales and marketing, and communication with our senior management. Our Ideal Image managers are also responsible for product sales. Our managers are supported by teams of supervisory personnel in, among others, the areas of quality assurance, training and operations and sales and marketing and ensure the consistency of our representative brand protocols globally.

 

Develop and Deliver High Quality Services and Products. We strive to create an engaging and therapeutic environment where guests can receive beauty and body treatments and hair styling of the highest quality. We develop many of our own product formulations and treatment techniques with independent clinical trials and conduct research to ensure that we are meeting our customers' needs. We continually update the range of techniques, services and products we offer to satisfy changing health, beauty and fitness trends, including through affiliation with recognized brands of products and services we believe would be of interest to our customers. Through our attentive and highly trained staff and our high quality beauty and hair products, we provide our guests with what we believe is a richly rewarding experience that is a therapeutic and memorable highlight of a vacation or a relaxing interlude from the normal routine.

 

Effectively Market our Services and Products. We use a variety of marketing techniques to bring our services and products to the attention of guests and the public in general. Our shipboard and land-based spa personnel individually inform our guests of the services and products offered by us and also offer group promotions, seminars and demonstrations. We provide incentives to our spa employees to maximize sales of our services and products and train them to cross-market services and products among our network of spas and other distribution channels. We also promote gift certificates and other pre-use purchases at certain of our locations. Our sales representatives also focus on advance booking of large groups associated with industry conventions, corporate and trade association meetings, leisure travel groups, wedding groups and other events at the hotels and on board the ships we serve. In addition, we communicate with our current customer base through email, newsletters, catalogs and other direct marketing. We also seek to expand our customer base through e-commerce, online advertising, public relations and social media activities, such as Facebook and Twitter, and activities and communications through various advertising media. Radio, television and digital advertising are important components of Ideal Image's marketing efforts.

 

Certain of our products are used by cruise lines and hotels for in-cabin, or in-room, amenities giveaways under the terms of a license agreement. We also operate spas at the British Airways terminals at John F. Kennedy International Airport in New York and at Heathrow Airport, near London, where services are provided to British Airways first class, Club World (business class) and Gold Executive Club passengers on a complimentary basis. In addition, we provide Elemis amenities in the Club World cabins of British Airways' long-haul flights and sell our products through the British Airways catalogue and via duty free sales offerings on British Airways aircraft. Our Bliss and Remède spa brands also have amenities programs. Under those programs, Starwood arranges for the manufacture of Bliss and Remède amenities under license from us and distributes them in certain W and St. Regis hotels, respectively. We believe that these amenities activities assist us in the marketing of our products.

 

 
11

 

 

To generate interest among potential students for our schools, we engage a broad range of marketing media, including e-commerce, direct mail and print and broadcast outlets. We also seek referrals (on an uncompensated basis) from our graduates and students. We seek to attract highly motivated, career-oriented students with both the desire and ability to complete their programs of choice. Each of our campuses have an admissions office responsible for identifying individuals interested in enrolling in our programs. Admissions representatives serve as the primary contacts for prospective students, providing information to help them make an informed enrollment decision and to assist them with the completion of the enrollment process.

 

Maintain Close Relationships with the Cruise Lines. We have developed strong relationships with the cruise lines we serve, which have helped to generate significant revenues for the cruise lines and a high level of customer satisfaction with our services. These relationships are important to our future growth and we believe that our prior positive performance has assisted us in obtaining renewals of almost all of our cruise line agreements that have expired since 1990.

 

Develop Recognizable Brands. We believe our brands Mandara, Elemis, Bliss, Remède and La Thérapie have positive name recognition in their respective service and product categories. We also help develop and promote customized brands and signature treatments and services for the cruise lines and hotel operators we serve. We believe that by creating these brands, treatments and services for cruise lines and hotels, we not only better promote our services and products, but also strengthen our relationships with those entities. We also believe that our schools have developed positive brand name recognition in their respective areas of operation, which has assisted us in attracting new students.

 

We believe that the brands Bliss, Remède, Ideal Image and Cortiva, which we have acquired in the last few years, are widely known and highly regarded in their respective markets. As such, these acquisitions are consistent with our strategy of positive brand name recognition.

 

Develop High Quality Educational Programs and Focus on Student Placement. We believe that the employment market for the massage therapy and skin care industries requires highly trained professionals. We continually refine, adapt and develop courses to improve the quality and portfolio of our educational programs. In addition, we focus on our student placement rates.

 

Growth Strategy

 

Steiner Leisure's strategy for continued growth includes the following principal elements:

 

Expand With Present Cruise Line and Hotel Customers. We believe that our success in providing high quality services and products and generating revenues for the cruise lines will enable us to grow as our cruise line customers introduce new ships, including those with large spas. From November 1996 to February 2, 2015, we commenced serving 126 new cruise ships brought into service by our cruise line customers. We also believe that the success of our hotel spas could help our growth by encouraging the operators of those hotels to have us provide services at new hotels that they may open or acquire in the future. We believe that our agreement with Starwood relating to Bliss and Remède spas and amenities at W and St. Regis hotels has the potential to strengthen our relationship with that global hospitality entity.

 

Increase Product Sales. Sales of our products increased at a compound annual growth rate of 6.1% from 2010 through 2014 (attributable in part to our acquisitions of Bliss Inc. and Ideal Image). Our products are sold primarily to our spa and Ideal Image centerguests and through third party, land-based retail and other channels, including at a number of locations of several well-known department store chains in the United States, England, Scotland, Ireland and other countries. Our products also are offered through our e-commerce sites, including our sites www.timetospa.com,www.timetospa.co.uk,www.blissworld.com,www.blisslondon.co.ukand www.bodyworkmall.com, by telephone, through our Bliss catalog and, increasingly, through the use of TV shopping channels. We have increased our retail product sales through enhanced sales and marketing training of our employees, growth in our third party and land-based channels and marketing campaigns targeting mail order and e-commerce customers. We believe that having our products featured at our spas at sea and on land has assisted us in securing other distribution channels for our products.

 

In 2013, we began selling our Bliss products at Bliss branded stores at airports in Dallas, Los Angeles and St. Louis. We intend to seek additional distribution venues for our products, although we cannot assure you that we will be successful in securing additional venues.

 

 
12

 

 

We believe that there is an opportunity to increase our retail product sales from the growth in our customer base resulting from our shipboard and land-based spa operations, as well as through other distribution channels, although we cannot assure you that we will be able to successfully take advantage of this opportunity.

 

Seek Additional Hotel Spa Opportunities. Many of the hotels we serve are well-known and highly regarded. We believe that our successful affiliation with those hotels, as well as our reputation in the cruise industry, can assist us in our efforts to encourage other hotel operators to consider engaging us to operate their spas. However, our resources may be insufficient to enable us to take advantage of any of these opportunities at any given time.

 

Consider Strategic Transactions and Other Expansion Activities. We consider strategic acquisitions of businesses which we believe are compatible with, or enhance, our current operations. Our acquisitions of Bliss Inc. in December 2009, The Onboard Spa Company Limited (“Onboard”) in January 2011 and Ideal Image and Cortiva in November 2011 are examples of this type of growth. In addition to adding new brands to our offerings, the Bliss Inc. transaction expanded our relationship with Starwood, including, among other things, providing exposure for our Bliss and Remède products through the amenities programs at certain W and St. Regis hotels. The Onboard acquisition helped increase our market share in the shipboard spa industry. The Ideal Image acquisition allowed us to add a new category to our offerings of beauty treatments and our acquisition of Cortiva broadened the geographic footprint of our education division through the schools of a well-known, respected brand. We will continue to consider strategic alliances or other strategic transactions that management believes would be beneficial to our shareholders.

 

Capitalize on Growth in Size and Quality of Shipboard Facilities. Most new cruise ships being brought into service offer large spa facilities. Many of these facilities include hydrotherapy treatments and larger fitness and treatment areas. Newer facilities are located on higher profile decks, have enriched decor and offer all of our services and products in a single passenger activity area. These enhanced facilities foster the cross-marketing of services and products and enable us to serve a greater number of passengers. We often assist cruise lines with the planning of spa facilities on new ships. We believe our assistance has resulted in improved quality of service and in increased revenues to us and the cruise lines. Through the remainder of 2015, we are scheduled to begin serving three new ships with large spa facilities.

 

Adding New Services and Products. We continually introduce new body and facial services and products. Among other things, in recent years, we have introduced Elemis and Bliss products intended to reduce the appearance of aging on skin, including the Elemis Biotec line and the BlissLabs Active 99.0 anti-aging series, the new La Thérapie range of skincare products, Bliss body firming services, including FatGirlSixPack, Lean Machine and Arm Candy, Bliss topical hair removal solutions Fuzz-Off and Fuzz-Off Bikini, medi-spa and cosmetic services (Thermage, BOTOX Cosmetic, Dysport, Restylane and Perlane treatments), acupuncture, microdermabrasion, our Jou line of Asian-sourced herbal dietary supplements, and laser hair removal (land-based locations only). Most of these services and products are offered on board many of the ships we serve, as well as at one of our day spas. We have recently added PicoSure (a tattoo removal procedure) and Ultherapy (an ultrasound skin tightening and lifting procedure) services, as well as BOTOX Cosmetic, Dysport, Restylane and Perlane treatments, facial rejuvenation services and body contouring at a number of our Ideal Image centers.

 

Adding New Spa Brands. We strive to introduce new brands at the hotel spas we operate or propose to operate, to provide hotel operators with a variety of options to choose from when using, or considering to use, us as their spa operator. We also have introduced brand names of ours at hotel spas that have achieved strong positive recognition in other parts of our business, such as our "Elemis" brand. We believe that our ability to offer hotel venues a choice of spa brand and related signature operations helps us to compete for new business with other hotel spa providers. Similarly, in connection with our shipboard spa operations, we have the ability to offer to our cruise line customers and prospective cruise line customers the flexibility to utilize existing brands of ours, new brands of ours, or new brands created especially for the cruise line customer in question.

 

Adding Existing Services to Additional Venues. We believe that certain of the existing venues for our services and products may have the potential to serve as venues for the sales of additional services and products of ours. For example, during 2015, Ideal Image will consider continued integration of body contouring, PicoSure and facial rejuvenation services into its offerings at additional Ideal Image centers.

 

 
13

 

 

Our Spa Services

 

Our goal is to establish a life-long relationship with our guests by providing a therapeutic and indulgent experience in an atmosphere of individualized attention. To that end, we offer a broad range of high quality personal services. The treatment techniques we use include those we have developed in response to the needs and requests of our guests. Our pricing is based on the nature of the services and the location of the facility where such services are performed. Our services include the following:

 

Massage and Body and Beauty Treatments. At most of our facilities, we offer massages and a broad variety of other body and beauty treatments to women, men and teenagers. Types of body treatments include seaweed and other therapeutic wraps, cellulite reduction, aromatherapy and hydrotherapy treatments, as well as acupuncture, which we offer at most of our shipboard spas. Beauty treatments include facials, waxing, brow shaping, microdermabrasion and other beauty services and, at many of our shipboard spas, medi-spa services (BOTOX Cosmetic, Dysport, Restylane, and Perlane treatments). We also offer teeth whitening services in the majority of our shipboard spas. On ships, the number of private treatment rooms available for these services ranges from one to 26, with one to 29 treatment tables per ship, depending on the size of the ship. At our hotel spas, the number of treatment rooms varies from two to 36.

 

Hair and Nails. At all of our shipboard spas and certain of our land-based spas we operate hair styling salons which provide services to women, men and teenagers and facilities for manicures and pedicures and related services. Steiner Leisure's facilities offer from one to 12 hair styling stations, as well as stations for manicures and pedicures. We also offer barber services for men in the majority of our shipboard spas.

 

Staff. The number of our staff on a ship, including staff providing these services, ranges from one to approximately 45, depending on the size of the ship. At our hotel spas, the number of our spa employees, including employees providing these services, varies from two to approximately 140.

 

Shipboard Spas. Cruise lines are continually providing larger spa facilities which, in general, allow all of our services to be offered in a single passenger activity area. As of February 2, 2015, 111 of the ships we served had large spa facilities. We expect to serve an additional three new ships with large spa facilities that are anticipated to begin service later in 2015. These spas provide larger fitness and treatment areas and on most ships include elaborate thermal suites and/or steam or sauna facilities. These facilities are generally located on higher profile decks and have enriched decor. We believe that the location of our operations in a spacious environment enhances enjoyment of our services by passengers, encourages increased passenger interest in our services and facilitates cross-marketing of our services and products. We believe that most of the ships currently under construction for our larger cruise line customers will include large spas. In 2014, our average weekly revenues on ships with large spas were approximately three times our average weekly revenues on other ships.

 

Fitness Facilities. As of February 2, 2015, we operated fitness facilities on 141 of the ships we serve and at eight of our hotel spas. Fitness facilities typically include strength equipment, cardiovascular equipment (including treadmills, elliptical machines, exercise bicycles and rowing and stair machines) and facilities and equipment for fitness classes, including yoga, Pilates, cycling and aerobics. On ships where we offer fitness services, we provide from one to three fitness instructors, depending on ship size. At certain of our land-based spas, we provide one or two instructors, depending on the size of the spa. These instructors are available to provide special services to our guests, such as body composition analysis and personal training and personal nutritional and dietary advice. Use of fitness facilities is generally available at no charge to cruise passengers, except for fees that are typically charged for special services, but use of such facilities generally requires fees at our land-based spas.

 

Facilities Design

 

In general, the shipboard facilities we operate have been designed by the cruise lines. However, several cruise lines have requested our assistance in the design of shipboard spas and other facilities. We also have designed many of the land-based spas we operate. We believe that our participation in the design of these facilities has resulted in the construction of facilities permitting improved quality of service and increased revenues to us at these facilities. We believe that our ability to assist in the design of these facilities helps us obtain agreements with cruise lines and land-based venues.

 

Hours of Operation

 

Our shipboard facilities generally are open each day during the course of a cruise from 8:00 a.m. to 8:00 p.m. Our land-based spas generally operate daily for similar numbers of hours, though opening and closing times vary. Our Ideal Image centers are generally open six or seven days a week, depending on the market in question. Their hours are from 9:00 a.m. to 6:00 p.m. on Mondays, Fridays and Saturdays, 9:00 a.m. to 8:00 p.m. on Tuesdays, Wednesdays and Thursdays, and 9:00 a.m. to 2:00 p.m. on Sundays.

 

 
14

 

 

Products

 

We sell high quality personal care products for men, women and teenagers on board the ships we serve, at our land-based spas, at our Ideal Image centers, through department stores, through other third party retail outlets and distributors, as well as through salons and our websites, including www.timetospa.com, www.timetospa.co.uk, www.blissworld.com, www.blisslondon.co.uk and www.bodyworkmall.com. We have also sold our products through the QVC home shopping television channel.

 

We sell our premium quality Elemis products in dedicated areas in the cosmetics sections of an increasing number of locations of several well-known department store chains in the United States, United Kingdom, Scotland, Ireland and other countries. We intend to seek additional distribution channels for our Elemis products, although we cannot assure you that we will be successful in opening additional venues. Bliss products also have been sold in respected department store chains in the United States and England for a number of years.

 

The beauty products we offer include cleansers, toners, moisturizers, lotions and other skin care products and cleansing accessories, waxing and other body products, as well as aromatherapy oils and beauty tools. Hair care products offered include shampoos, conditioners, styling products and related items. Many of the products sold by us are from our Elemis, Bliss, BlissLabs, Remède, La Thérapie, Mandara Spa and Mandara product lines, and the private label Steiner hair care line. We also sell products of third parties.

 

Our skin care products are made primarily from premium quality ingredients, many of which are sourced from premier European manufacturers, a highly regarded United States-based manufacturer, and a few other manufacturers. If any of these manufacturers ceased producing the ingredients for our products, the transition to other manufacturers could result in significant production delays.

 

Our product sales platform includes the combination of our Bliss brand sales with those of Elemis and La Thérapie product sales. Creating this combination has involved cross-training of products teams and has resulted in cost-saving efficiencies relating to the respective websites selling these brands. In addition, we are using the combined power of our various brands to secure better advertising placements and rates.

 

Warehousing and initial distribution of our Elemis and La Thérapie products are conducted at our facilities in England. Additional warehousing and distribution operations for those products, as well as some Bliss and Remède and certain third party products, take place in Ft. Lauderdale, Florida. Most of our Bliss and Remède products are manufactured and packaged for us by United States-based third parties. Most of our Elemis and Mandara Spa products are manufactured by European manufacturers. We use our English facilities for warehousing and shipping of Bliss and Remède products in the United Kingdom and, to a small extent, to the rest of Europe. We use third parties for warehousing and shipping of Bliss and Remède products in the United States and elsewhere.

 

Recruiting and Training

 

Shipboard and Land-Based Spa Employees

 

Our continued success is dependent, in part, on our ability to attract qualified employees. Steiner Leisure's goal in recruiting and training new employees is to constantly have available a sufficient number of skilled personnel trained in our customer service philosophy. Steiner Leisure recruits prospective shipboard employees primarily from the British Isles, Australia, South Africa, the Philippines, Canada, the Caribbean and continental Europe. Recruitment techniques for our shipboard employees include advertisements in trade and other publications, appearances at beauty, hair and fitness trade shows, meetings with students at trade schools and recommendations from our employees. Shipboard employment candidates are generally required to have received prior training in the services they are to perform for us and are tested with respect to their skills prior to being hired. Prospective employees for our land-based operations are recruited by customary employee recruitment means within the region of the facility in question and are also required to have received prior training.

 

Our shipboard employment candidates complete a rigorous training program, mostly at our facilities near London, England. We can train up to approximately 200 employees at a time, in various courses and stages of training, at these facilities. We also have satellite training centers in South Africa and the Philippines for applicants from those countries to attain the same training as provided at our United Kingdom training facilities. The training course for shipboard service personnel is typically conducted over a period of one to six weeks, depending on the services to be performed by the employee. The training course emphasizes our culture of personalized, attentive customer care and the unique requirements of our respective cruise line customers.

 

 
15

 

 

All of our employees who perform spa services also receive supplemental training in their area of specialization, including instruction in treatments and techniques developed by us. This training takes place at the spa venues where employees are to work prior to providing services to paying guests and also, in certain cases, at our dedicated training facilities. Our employees are educated with respect to all of our services and products to enable them to cross-market our services and products. We also train candidates to manage our spas. This training covers, among other things, maximization of revenues, personnel supervision, customer service and administrative matters, including interaction with cruise line and land-based venue personnel.

 

We train our spa employees, as well as the students participating in our schools' skin care programs, in the use of our products.

 

Students trained at our United States massage and beauty schools may be employed by us at certain of our spas.

 

Ideal Image

 

Ideal Image recruits its employees from career websites, post-secondary schools, medical associations and through the use of local print media. Prospective licensed professional employees who will be providing Ideal Image's services are required to have obtained the requisite education and degree applicable to their respective positions. Once such employees are hired, they receive specialized training in the equipment, techniques and procedures involved in the services being provided, as well as in customer service, at Ideal Image's headquarters in Tampa, Florida and/or on-site at an operating facility for a period of two weeks or more, as needed. Such employees are monitored during two weeks of additional training. Ideal Image licensed professionals also are required to undergo specified annual continuing education, in addition to the continuing education requirements applicable to their professional licensing. Ideal Image's medical directors, who are independent contractors and not employed by Ideal Image, also receive specialized training from Ideal Image.

 

Marketing and Promotion

 

We promote our services and products to cruise passengers and hotel guests through on-site demonstrations and seminars, video presentations shown on in-cabin/in-room television, ship newsletters, tours of our facilities, and promotional discounts on lower volume days, such as when a ship is in a destination port. We also distribute illustrated brochures describing our services and products to cruise passenger cabins and from public areas and guestrooms at the land-based venues where we operate. As part of our marketing efforts, we provide incentives to our employees to maximize sales of our services and products. Among other things, we instruct our employees in cross-promotion strategies intended to familiarize our customers with services and products of ours other than those included in their treatments and/or originally requested for purchase. We believe that such cross-promotional activities frequently result in our customers purchasing services and/or products in addition to those they initially contemplated buying. In addition, we engage in cross-promotional activities with other ship concessionaires. We also maintain a dedicated sales desk to facilitate pre-cruise spa booking and to disseminate spa information for charters and other groups of cruise passengers. Additionally, a number of ships we serve allow internet-based pre-cruise spa booking for passengers.

 

We market our hotel spas through various channels at the venues we serve. These channels include video messages, displays and advertisements in guestrooms and guest service directories, referrals from guest contact personnel, distribution of marketing materials through guest contact channels, advance sales to group meeting planners and attendees, signage, lobby displays, venue and hotel newsletters and hotel websites. In addition, employees cross-market other services and products offered by us to their guests. We also market our land-based spas through public relations activities aimed at television and other media coverage and through local radio advertising, as well as through direct marketing. We communicate promotions and promotional events through our www.timetospa.com, www.timetospa.co.uk, www.elemis.com, www.blissworld.com, www.blisslondon.co.uk and www.bodyworkmall.com websites. We also offer gift cards and other pre-use purchases at certain of our land-based spas.

 

We benefit from advertising by the cruise lines and land-based venues we serve, as cruise lines and land-based venues often feature their spa facilities and our services as part of their advertising campaigns.

 

We believe that our land-based spas have helped our product distribution as a result of the name recognition gained from those spas and the opportunities those spas have provided us to demonstrate the application and attributes of our products.

 

 
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We also believe that the complimentary provision of our services and Elemis products to a targeted group of British Airways travelers have exposed our Elemis product line and spa services to upscale consumers, many of whom may otherwise be unfamiliar with our products.

 

We believe prospective students are attracted to our schools due to their reputations and program offerings. To generate interest among potential students, we engage in a broad range of marketing techniques that are targeted to our local markets. Direct response marketing techniques include e-commerce marketing, direct mail and print and broadcast outlets. In addition, among other sources, we obtain referrals (on an uncompensated basis) from our graduates and students.

 

We attempt to maximize product sales through our websites through the use of search engine marketing techniques such as pay per click, search engine optimization, affiliate marketing and comparative shopping engines to direct traffic to the sites. We also use direct mail public relations and other means to promote sales. In addition, www.timetospa.com currently has "storefronts" on two very well-known e-commerce sales sites.

 

Radio, television and digital advertising are important components of Ideal Image's marketing efforts.

 

We continually monitor the results of our marketing efforts and adjust our strategies in order to attempt to use our marketing resources in a cost-effective manner.

 

Competition

 

Both our shipboard and land-based services and products face competition.

 

On cruise ships we compete with providers of services and products similar to ours seeking agreements with cruise lines and with passenger activity alternatives that compete with us for passenger dollars. These activity alternatives include gambling casinos, bars and a variety of shops and are found on almost all of the ships served by us.

 

An increasing number of those shops offer beauty products that compete with those we sell on cruise ships. Cruise ships also typically offer swimming pools and other recreational facilities and activities, as well as musical and other entertainment, all without additional charge to the passengers. In addition, the ships call on ports which provide opportunities for additional shopping and cruise line-sponsored shore excursions, as well as other activities that compete with us for passenger dollars. One of our cruise line customers has, in the past, provided shipboard services and products similar to those we provide with its own personnel on two of its ships. Certain cruise lines we served in the past few years have engaged the services of other third party spa services providers on certain other ships they operate, including Celebrity, as of the second quarter of 2014. Cruise lines, in the future, could elect to provide these services and products themselves or through other third party providers. While we acquired the assets of one of our competitors, Onboard, in 2011, there are currently other entities offering services to the cruise industry similar to those provided by us, including Canyon Ranch and OceanView.

 

Many of the land-based venues we serve, as well as any land-based venues that we may serve in the future, offer many of the recreational entertainment facilities and activities similar to those offered on cruise ships, often without additional charge to guests. A number of the hotels we serve also offer casino gambling. These activities and facilities compete with us for customer time and dollars. Our land-based spas also compete with spas at locations in the vicinities of our spas, as well as with other beauty, relaxation and other therapeutic alternatives that compete for consumer dollars. These include salons that offer these services at prices significantly lower than those charged by us. We believe, however, that the prices we charge are appropriate for the quality of the experience we provide to our guests in the respective markets we serve. In addition, we also compete, both for customers and for contracts with land-based venues, with spas and beauty salons owned or operated by companies that have offered their land-based spa services longer than we have and which may enjoy greater name recognition with customers and prospective customers than the spas we operate. A number of these spa operators may have greater resources than we do. There are a number of competitors in the land-based spa market, including, among others, Canyon Ranch, Golden Door, Red Door, ESPA, Exhale, Banyan Tree, Six Senses and non-chain spas that may have a strong reputation and/or loyal customer base in the vicinities of our spas, as well as certain chain spas and medi-spas that attempt to compete with us with respect to specific services at lower prices. Further, some hotel operators provide spa services themselves, including at hotels where we formerly operated spas.

 

We believe that the relaxing and therapeutic nature of our services, our experience, the training we provide our staff, the positive brand recognition and the quality of our services and products, are our strongest assets in competing in the shipboard and land-based spa areas of our business.

 

 
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There are many competitors in the beauty products industry. Our product sales on ships and on land compete with a variety of other brands, including those of manufacturers with greater resources than ours, and those with greater name recognition. For example, within the department stores where we sell our products, a number of competitors sell their products in close proximity to our product offerings. Competitors of our respective brands include, among others, Clarins, Dermalogica, DeCleor, Kiehl's, Fresh, Philosophy, Soap & Glory and Clinique. We believe that our positive brand recognition and the quality of our products are our strongest assets in competing in this area of our business.

 

The post-secondary education market is highly competitive. Our schools compete with national and local providers of similar education in the states in which they are located and elsewhere in the United States. Our schools face competition from, among others, traditional public and private two-year and four-year colleges and universities and other proprietary schools, including those that offer online education programs, as well as from military service and other immediate employment after secondary education. Some public institutions are able to charge lower tuition rates than our schools, due in part to government subsidies, government and foundation grants, tax deductible contributions and other financial sources not available to proprietary schools such as ours. In addition, some of our competitors offer courses similar to ours and it is not difficult for our competitors to modify their course offerings to offer programs similar to ours. The offering of such courses increases the competition for students. A number of these other schools have greater resources than we do. Among others, we compete for students with Everest College and Southeastern College, as well as certain single-market schools and community colleges located in the respective vicinities of our schools. We believe that the positive name recognition of our school brands, and our strong reputation in the industry, are our strongest assets in competing in this area of our business.

 

The cosmetic services industry is highly competitive with many competitors through the United States, including spas, physicians in single and multi-specialty practices, medical spas and independent businesses. Some of those competitors solely offer laser hair removal services (including competitors who charge less for laser hair removal than we do) and others offer alternative hair removal services which are less expensive than laser procedures, including waxing and electrolysis. Ideal Image's largest direct competitors are doctors’ offices, dermatology practices, Body Brite, Laser Away, Premier Laser and Sona Medspa International, Inc. We believe that the quality and training of our service providers are our strongest assets in competing in this area of our business.

 

Seasonality

 

A significant portion of our revenues are generated from our cruise ship spa operations. Certain cruise lines, and, as a result, Steiner Leisure, have experienced varying degrees of seasonality as the demand for cruises is stronger in the Northern Hemisphere during the summer months and during holidays. Accordingly, generally, the third quarter and holiday periods result in our highest revenue yields. Our product sales are strongest in the third and fourth quarters as a result of the December holiday shopping period. Historically, the revenues of Ideal Image have been weakest during the third quarter. Operating costs do not fluctuate as significantly on a quarterly basis.

 

Trademarks

 

We hold or control numerous trademarks in the United States and a number of other countries. Our most recognized spa services and products trademarks are for Mandara, Elemis, Bliss, Remède, La Thérapie and The Greenhouse. We believe that the Ideal Image trademark has strong name recognition in the areas in which that brand operates. We believe that the use of our trademarks is important in establishing and maintaining our reputation for providing high quality spa services as well as cosmetic goods and we are committed to protecting these trademarks by all appropriate legal means.

 

From time to time we seek to use new marks to identify our services and products. At times, marks that we have sought to use because we believed they would help promote our business have not been available for our use. We cannot assure you that marks that we may seek to use to grow our business will be available to us in the future.

 

 
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Registrations for the Steiner, Mandara, Elemis, Bliss and Remède trademarks, among others, have been obtained in a number of countries throughout the world. We continue to apply for other trademark registrations in various countries. While a number of the trademarks we use have been registered in the United States and other countries, the registrations of other trademarks that we use are pending. Recently we have adopted the mark "The Onboard Spa by Steiner" as the trade name of our maritime spa business to reflect our position as a global provider of shipboard spa services and products.

 

We license Mandara for use by luxury hotel spas in certain Asian countries, we license Bliss and Remède for use by hotel spas in North America, Asia, Europe and the Middle East, and we license Bliss and Laboratoire Remède for use in Starwood hotel amenities programs. We license our Ideal Image trademark to 17 franchisees in the United States who offer laser hair removal services and other pre-approved cosmetic services under that brand.

 

Regulation

 

Spa Services and Products 

 

The cruise industry is subject to significant United States and international regulation relating to, among other things, financial responsibility, environmental matters and passenger safety. With respect to maritime matters, cruise lines are subject to a variety of United States (federal and state) and other national and local and international rules relating to the discharge of pollutants and the content of fuel. Certain environmentally sensitive destinations require cruise lines to obtain permits in order to operate in those waters. With respect to safety, enhanced passenger safety standards adopted as part of the Safety of Life at Sea Convention by the International Maritime Organization have been phased in, including with respect to ship structural requirements. These standards have caused the retirement of certain cruise ships and otherwise could adversely affect certain of the cruise lines, including those with which we have agreements. From time to time, various other regulatory and legislative changes have been or may in the future be proposed or enacted that could have an adverse effect on the cruise industry, including with respect to increasing the costs of new ship construction. In addition, many of the cruise ships we serve call on United States ports and are, therefore, subject to security requirements which have increased in recent years. These requirements, as well as additional legislation or regulations that may be enacted in the future, could increase the cruise industry's cost of doing business, which could adversely affect that industry.

 

We are subject to applicable labor-related laws and rules based on maritime conventions and the laws of various jurisdictions which govern the ships we serve with respect to our shipboard (including on one United States-based ship, which is subject to United States law) and land-based staff. New rules under the Maritime Labour Convention 2006, effective August 2013, added requirements as to the hiring, training and hours of work and compensation of shipboard employees. These rules have significantly increased, and, in the future, may continue to significantly increase, our expenses associated with our shipboard employees.

 

Our land-based spa operations are subject to applicable regulations in the locations where such operations are conducted, which requires our businesses and the individuals providing the services to be licensed. These regulations could adversely affect our ability to sell, or could increase the cost of, our services and products. Among other things, local immigration laws could impede our ability to obtain work permits needed for Steiner Leisure-trained employees at our land-based facilities.

 

Our advertising and product labeling practices in the United States are subject to regulation by the Federal Trade Commission and the Food and Drug Administration, as well as various other federal, state and local regulatory authorities. In particular, to the extent that the packaging or promotional materials for our products are deemed to be making claims of medical efficacy, this could result in closer scrutiny by regulatory authorities. If government regulators were to determine that any of our products were being sold through exaggerated claims of medical efficacy, among other things, sales of such products in the United States could be barred. The contents of our products that are sold in the United States are subject to regulation in the United States. We are subject to similar regulations under the laws of the United Kingdom and certain European Union laws, as well as the laws of other jurisdictions where our products are sold. Federal, state and local regulations in the United States and non-United States jurisdictions, including increasing regulation by the European Union designed to protect consumers or the environment, could adversely affect or increase the cost of advertising, marketing and packaging our products.

 

 
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Schools

 

Our massage and beauty schools are subject to extensive regulation by federal and state authorities and by accrediting agencies recognized by the DOE. The majority of our students rely on federal student financial assistance received under the Title IV Programs to help pay for the cost of their education. In order to provide eligible students with access to the Title IV Program funds, our schools must be eligible to participate in those programs. Among other things, in order to participate in the Title IV Programs, each school must be accredited by an accrediting agency recognized by the DOE, legally authorized to provide post-secondary educational programs in the state in which it is physically located, and certified by the DOE as part of an eligible institution. These approvals, accreditations, and certifications must typically be renewed from time to time with the applicable agencies.

 

The DOE defines an eligible institution as consisting of a main campus and its additional locations, if any. For DOE purposes, our 32 campuses comprise 12 main campuses and 20 additional locations. The DOE has certified all twelve of our institutions as eligible to participate in the Title IV Programs. The DOE requires institutions that participate in the Title IV Programs to apply periodically for recertification to participate in the Title IV Programs. The deadlines for applying for recertification with the DOE vary by institution. In 2014, the DOE recertified the Title IV eligibility of seven of our 12 institutions. In 2015, the DOE completed its review of another one of our 12 institutions. This institution timely submitted its recertification application in 2014 and, under DOE regulations, its current recertification to participate in the Title IV Programs was extended on a month-to-month basis until the DOE completed its review of the recertification application. Two of our 12 institutions have submitted recertification applications to the DOE since the beginning of the 2015 calendar year. The remaining two of our 12 institutions are scheduled to submit their applications to the DOE thereafter.

 

The DOE typically provides provisional certification to an institution following a change in ownership resulting in a change of control and also may provisionally certify an institution for other reasons, including, but not limited to, noncompliance with certain standards of administrative capability and financial responsibility. At present, none of our 12 institutions are provisionally certified by the DOE. An institution that is provisionally certified receives fewer due process rights than those received by other institutions in the event the DOE takes certain adverse actions against the institution, is required to obtain prior DOE approvals of new campuses, and may be subject to heightened scrutiny by the DOE. However, provisional certification does not otherwise limit an institution's access to Title IV Program funds.

 

As a result, each of our schools are subject to the extensive requirements of the HEA and the regulations promulgated by the DOE, as well as to the separate requirements of the school’s respective state licensing and accrediting agencies. These regulatory requirements cover virtually all phases of our operations, including our educational programs, facilities, instructional and administrative staff, administrative procedures, marketing and recruiting, financial operations, payment of refunds to students who withdraw from school, acquisitions or openings of additional schools, additions of new educational programs and changes in our corporate structure. Any failure to comply with the HEA or DOE regulations could be the basis for the initiation by the DOE of a suspension, limitation or termination of the eligibility of any of our schools to participate in such programs or the imposition of monetary liabilities, fines or other sanctions. Because the DOE periodically revises its regulations and changes its interpretations of existing laws and regulations, we cannot predict with certainty how Title IV Program requirements will be applied in all circumstances or whether each of our schools will be able to comply with all of the requirements in the future. Because a majority of our students pay their tuition with financial assistance from the Title IV Programs, the continued eligibility to participate in these programs is critical to the success of our schools. Increased regulation in recent years related to the operations of our schools has required us to increase the amount of funds we spend on compliance-related matters.

 

Regulatory Review. Our schools are subject to audits or program compliance reviews by the DOE, its Office of Inspector General, other federal agencies, and state and accrediting agencies. The HEA and its implementing regulations also require that an institution's administration of Title IV Program funds be audited annually by an independent accounting firm. The resulting audit report must be submitted to the DOE for review. If the DOE or another regulatory agency determined that one of our institutions improperly disbursed Title IV Program funds or violated a provision of the HEA, the DOE's regulations, state laws or regulations, or accrediting agency standards, that institution could be subject to loss of eligibility to participate in the Title IV Programs, loss of state licensure or accreditation, monetary liabilities with respect to funds determined to have been improperly disbursed, fines or other sanctions. Although we endeavor to comply with all federal and state laws and implementing regulations, we cannot guarantee that our interpretation of the relevant rules will be upheld by the DOE or other agencies, or upon judicial review.

 

 
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DOE Regulations. In October 2010, the DOE issued new regulations relating to the Title IV Programs, most of which became effective on July 1, 2011 (the "July 2011 DOE Regulations"). Among other areas covered are the following: incentive compensation, disclosure of information pertaining to educational programs subject to DOE requirements regarding gainful employment by program graduates in a recognized occupation, procedures for obtaining approval of new programs subject to DOE gainful employment requirements, state authorization as a component of institutional eligibility, definition of a credit hour (an area that has a particular impact on our schools), verification of information included on a Free Application for Federal Student Aid, definition of a high school diploma for purposes of establishing eligibility to participate in student financial aid programs, misrepresentation of information provided to students and prospective students, agreements between institutions of higher education, ability to benefit testing, satisfactory academic progress, retaking coursework, term-based module programs, institutions required to take attendance for purposes of certain return of Title IV Program funds requirements, and timeliness and method of disbursement of Title IV Program funds.

 

The implementation of the July 2011 DOE Regulations have adversely affected the results of operations of our schools and have required us to change certain of our business practices and to incur costs of compliance associated with developing and implementing changes in operations. The July 2011 DOE Regulations have affected our student recruitment and enrollment by, among other things, reducing the financial aid or government sponsored loan amounts a student can receive and adversely impacting our ability to compensate certain employees, and such regulations may have other material effects on our schools' business, including limiting our ability to grow that business.

 

The DOE published additional new regulations in 2014 on several topics, including new gainful employment rules. The new regulations also cover issues related to certain campus safety-and security-related requirements and related to adverse credit for borrowers of PLUS loans.

 

The DOE intends to use the negotiated rulemaking process during 2015 to develop new regulations on other topics. These regulations typically would be subject to a notice and comment period during which the public comments on proposed regulations and the DOE responds to comments and publishes final regulations. We cannot predict the ultimate content of any new regulations that may emerge from the negotiated rulemaking process during 2015 or the potential impact of such regulations on us or our institutions.

 

Gainful Employment Rules. In June 2011, the DOE issued final rules regarding gainful employment by program graduates in a recognized occupation, which rules would have required each educational program offered at each of our schools to comply with additional requirements in order to qualify for Title IV Program funding. In June 2012, the United States District Court for the District of Columbia vacated most of those regulations and remanded those regulations to the DOE for further action. In July 2012, the DOE issued an electronic announcement acknowledging that the Court had vacated the debt measures, that institutions would not be required to comply with related regulations regarding gainful employment reporting requirements and adding new gainful employment educational programs, and that institutions would be required to comply with the requirements to disclose certain information about gainful employment educational programs.

 

In June 2013, the DOE announced its intention to establish a negotiated rulemaking committee to prepare new gainful employment regulations, which would replace those vacated by the District Court. The DOE held negotiating sessions with the committee beginning in September 2013 and concluding in December 2013. In October 2014, the DOE issued final regulations on gainful employment requiring each educational program to achieve threshold rates in two debt measure categories related to an annual debt to annual earnings ratio and an annual debt to discretionary income ratio. The various formulas are calculated under complex methodologies and definitions outlined in the final regulations and, in some cases, are based on data that may not be readily accessible to institutions. The regulations outline various scenarios under which programs could lose Title IV eligibility for failure to achieve threshold rates in one or more measures over certain periods of time ranging from two to four years. The regulations also require an institution to provide warnings to students in programs which may lose Title IV eligibility at the end of an award year. The final regulations also contain other provisions that, among other things, include disclosure, reporting, new program approval, and certification requirements.

  

The final regulations have a general effective date of July 1, 2015. The new regulations could require us to change or eliminate certain programs or result in the loss of our students’ access to Title IV federal student aid for impacted programs. In the event that the DOE determines that any of our programs fail to comply with these new rules, such determination could have a material adverse effect on our schools’ business.

 

 
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The 90/10 Rule. Under this rule, an institution (including any of its additional locations) will cease to be eligible to participate in the Title IV Programs if, on a cash accounting basis, the institution derived more than 90% of its revenues (as calculated under the HEA and DOE regulations) from the Title IV Programs for each of two consecutive fiscal years. An institution which fails to satisfy the 90/10 Rule for one fiscal year is placed on provisional certification and may be subject to other sanctions. If one of our institutions fails to comply with the 90/10 Rule, the institution (including its main campus and all of its additional locations) could lose its eligibility to participate in the Title IV Programs. If Congress or the DOE were to modify the 90/10 rule by lowering the 90% threshold, counting other federal funds in the same manner as Title IV Program funds in the 90/10 calculation, or otherwise amending the calculation methodology (each of which has been proposed by some Congressional members in proposed legislation), these or other changes to the 90/10 Rule could adversely affect our ability to the comply with the 90/10 Rule.

  

For purposes of the 90/10 Rule, our calculations of the percentages of revenues derived from Title IV Programs for each of our institutions in each of 2014 and 2013 are as follows:

 

Institution

 

2014

   

2013

 

FCNH

    64.8

%

    70.6

%

BSM

    74.9       76.8  

VSM

    67.4       77.0  

UCMT

    74.1       77.0  

CCMT

    56.5       52.5  

Cortiva – Boston

    49.2       52.8  

Cortiva – Chicago

    68.9       68.5  

Cortiva – Florida

    77.3       77.6  

Cortiva – Pennsylvania

    69.4       68.1  

Cortiva – Scottsdale

    61.9       59.1  

Cortiva – Seattle

    60.4       62.4  

Cortiva – Tucson

    64.2       66.5  

 

 

Based on these calculations, we believe that all of our institutions comply with the 90/10 Rule requirements, although our calculations are subject to review by the DOE.

 

The Incentive Compensation Rule. Schools participating in the Title IV Programs may not provide any commission, bonus or any other incentive compensation based directly or indirectly on success in securing enrollment or financial aid to any person or entity, engaging in any student recruitment or admission activity or making decisions regarding the awarding of Title IV Program funds. The July 2011 DOE Regulations eliminated all 12 safe harbors under the prior rule and thereby reduced the scope of permissible payments under the rule and expanded the scope of employees subject to the rule. The DOE stated when it published the final regulations that it did not intend to provide private guidance regarding particular compensation structures in the future. We cannot predict how the DOE will interpret the rule, but, in any event, we have had to modify some of our compensation practices as a result of the elimination of the safe harbors. These modifications have affected our ability to appropriately compensate and retain our admissions representatives and other officers and employees, and adversely affected our enrollments, each of which has had a material adverse effect on the results and operations and financial condition of our schools. In addition, if the DOE determined that our compensation practices violated these standards, the DOE could subject our schools to monetary fines or penalties or other sanctions.

 

Cohort Default Rate. For each federal fiscal year, the DOE calculates for each institution participating in the Title IV Programs a "cohort default rate" measuring the percentage of students who default on certain Title IV loans under a methodology prescribed under the HEA and DOE regulations. Under current law, the cohort default rate for the federal fiscal year is based on the percentage of students who enter into repayment of a loan during the fiscal year and default on the loan on or before the end of the federal fiscal year or the subsequent next two federal fiscal years. An institution may lose its eligibility to participate in some or all of the Title IV Programs if, for each of the three most recent federal fiscal years for which information is available, 30% or more of its students who became subject to a repayment obligation in that federal fiscal year defaulted on such obligation by the end of the federal fiscal year or the subsequent two federal fiscal years. In addition, an institution may lose its eligibility to participate in some or all of the Title IV Programs if its cohort default rate exceeds 40% in the most recent federal fiscal year for which default rates have been calculated by the DOE. An institution whose cohort default rate equals or exceeds 30% for two of the three most recent federal fiscal years for which rates have been issued by the DOE may be placed on provisional certification by the DOE.

 

 
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None of our institutions had a cohort default rate equal to or greater than 30% for any of the 2011, 2010 or 2009 federal fiscal years. The most recent final cohort default rates for each of our institutions, which are for the 2011, 2010 and 2009 federal fiscal years, are as follows:

 

   

Cohort Default Rate (%)

 

Institution

 

2011

   

2010

   

2009

 

FCNH

    18.2

%

    23.1

%

    24.4

%

BSM

 

19.4

      22.3       22.6  

VSM

    29.4       14.8       22.0  

UCMT

 

19.7

      21.3       26.7  

CCMT

    11.4       14.8       7.1  

Cortiva – Boston

    7.6       9.0       11.8  

Cortiva – Chicago

    15.4       15.6       21.4  

Cortiva – Florida

    12.4       19.5       17.7  

Cortiva – Pennsylvania

    12.4       14.7       18.4  

Cortiva – Scottsdale

    16.2       13.4       14.4  

Cortiva – Seattle

    8.8       11.1       8.8  

Cortiva – Tucson

    10.6       21.3       17.3  

 

Financial Responsibility Standards. An institution participating in the Title IV Programs must comply with certain measures of financial responsibility under DOE regulations. Among other things, an institution must achieve an acceptable composite score, which is calculated by combining the results of three separate financial ratios. If an institution's composite score is below the minimum requirement, but above a designated threshold level, such institution may take advantage of an alternative that allows it to continue to participate in the Title IV Programs for up to three years under certain "zone alternative" requirements, including additional monitoring procedures and the heightened cash monitoring or the reimbursement methods of payment (the latter method would require the school to cover the costs of a student's enrollment and then seek reimbursement of such costs from the DOE). If an institution's composite score falls below this threshold level or is between the minimum for an acceptable composite score and the threshold for more than three consecutive years, the institution will be required to post a letter of credit in favor of the DOE in order to continue to participate in the Title IV Programs and may be subject to zone alternative and other requirements. The DOE measures the financial responsibility of all of our schools based on the composite score of the schools' parent company, Steiner Education Group, Inc., rather than each school individually. We expect the DOE to continue to evaluate the financial responsibility of our schools in the same manner. As of December 31, 2014, we have calculated our composite score to be in compliance with the DOE’s financial responsibility standards; however, the composite score is subject to review and confirmation by the DOE once our audited financial statements for the 2014 fiscal year have been received and reviewed.

 

Administrative Capability Requirements. Regulations of the DOE specify extensive criteria an institution must satisfy to establish that it has the requisite "administrative capability" to participate in the Title IV Programs. These criteria require, among other things, that the institution comply with all applicable federal student financial aid regulations, have capable and sufficient personnel to administer the Title IV Programs, have acceptable methods of defining and measuring the satisfactory academic progress of its students, provide financial aid counseling to its students and submit all reports and financial statements required by the regulations. If an institution fails to satisfy any of these criteria, or to comply with other DOE requirements, the DOE may require the repayment of federal student financial aid funds, transfer the institution from the advance system of payment of the Title IV Program funds to the cash monitoring or reimbursement method of payment, place the institution on provisional certification status or commence a proceeding to impose a fine or to limit, suspend or terminate the participation of the institution in the Title IV Programs.

 

Return of Title IV Funds. Institutions that receive the Title IV Program funds must follow requirements that ensure the return to the Title IV Programs of all unearned funds of a student who withdraws from a program, as calculated under a methodology prescribed by the DOE. If refunds are not properly calculated and timely paid, institutions are subject to adverse actions by the DOE and may be required to submit a letter of credit.

 

Legislative and Regulatory Action. The Title IV Programs, under which most of our schools' students receive federal student financial assistance, are subject to political and budgetary considerations. The HEA, which authorizes the Title IV Programs, is subject to reauthorization on a periodic basis. The HEA was last reauthorized through September 30, 2014, but was automatically extended through September 30, 2015. The HEA also is subject to amendment at any time by Congress. We cannot predict when or the extent to which the HEA may be amended during the reauthorization process or at any other time or the effect on us of any such amendment of the HEA. In addition, funding is subject to annual appropriations bills and other laws. Accordingly, there is no assurance that funding for the Title IV Programs will be maintained at current levels. In addition, the DOE could take regulatory actions that could require us to adjust our practices or could limit or impact our Title IV eligibility. The loss of, or a significant reduction in, Title IV Program funds would have a material adverse effect on our results of operations and financial condition of our schools because the schools' student enrollment would be likely to decline, as many of our students would be unable to finance their education without the availability of Title IV Program funds.

 

 
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In December 2011, the Consolidated Appropriations Act, among other things, eliminated federal student aid eligibility, with certain exceptions, for all students who first enroll on or after July 1, 2012 and who do not have a certificate of graduation from a school providing secondary education or the recognized equivalent of such a certificate. As a result, many of these students who would have qualified to receive Title IV Program funds as "ability-to-benefit" students are not eligible for Title IV Program assistance under the new law and may be unable to enroll in our institutions without the ability to qualify for Title IV Program funds. The inability of these "ability-to-benefit" students to enroll in our institutions has adversely affected our schools' results of operations and financial condition. The law also reduced the duration of a student's eligibility to receive Federal Pell Grants to 12 semesters or its equivalent. This provision applied to all eligible students effective with the 2012-2013 award year and the lifetime limitation calculation includes all years of the student's receipt of Pell Grant funding.

 

State Authorization Agencies. Our schools are also subject to state-level regulation and oversight by state licensing agencies, whose approval is necessary to allow an institution to operate and grant degrees or diplomas. Our schools also must be legally authorized to offer post-secondary educational programs of instruction in the states in which they are located in order to participate in the Title IV Programs. State laws vary from state to state, but generally establish standards for faculty qualifications, location and nature of facilities, financial policies, new programs and student instruction, administrative staff, marketing and recruitment, and other operational and administrative procedures. Any failure of one of our schools to maintain state authorization would result in that school being unable to offer educational programs and students attending the campus being ineligible for the Title IV Programs.

 

The July 2011 DOE Regulations amended the requirements for an institution to be considered "legally authorized" in a state. In some cases, the regulations require states to revise their current requirements and/or to license schools in order for institutions to be deemed legally authorized in those states and, in turn, to participate in the Title IV Programs. If the states do not amend their requirements where necessary and if schools do not receive approvals where necessary that comply with these new requirements, then the institution could be deemed to lack the state authorization necessary to participate in the Title IV Programs. The DOE has not published a list of states that meet, or fail to meet, the above requirements, and it is uncertain how the DOE will interpret these requirements in each state. Therefore, although we have endeavored to comply with these new regulations, we cannot guarantee that our interpretation of the relevant regulations will be upheld by the DOE or other agencies, or upon judicial review.

  

In addition, the July 2011 DOE Regulations required institutions offering post-secondary education to students through distance education in a state in which the institution is not physically located or in which it is otherwise subject to state jurisdiction as determined by the state, to meet any applicable state requirements for it to be legally offering post-secondary distance education in that state. The regulations required an institution to document upon request by the DOE that it has the applicable state approval. On June 5, 2012, the United States Court of Appeals for the District of Columbia Circuit vacated the new state authorization regulation with respect to distance education. The DOE subsequently issued a Dear Colleague Letter acknowledging the court's decision and stating that the DOE would not enforce the requirements of the regulation and commenting that institutions continue to be responsible for complying with all state laws as they relate to distance education. The DOE announced its intent to consider new regulations regarding state authorization for programs offered through distance education beginning with a negotiated rulemaking committee convening in February 2014, but to date the DOE has not published proposed or final regulations on this subject.

 

We have obtained accreditation and state approvals for our Arlington, Texas campus and have obtained approval from the DOE for the campus to participate in the Title IV Programs. In order to be eligible to participate in the Title IV Programs, the campus must, among other things, meet DOE requirements for being considered “legally authorized” in the State of Texas. If the DOE determines that a state agency’s approval does not comply with DOE requirements, the DOE has established a process under which the effective date of the requirements will be extended through June 30, 2015 if the state provides an explanation of how an additional one-year extension will permit the state to finalize its procedures so that the approvals provided to institutions comply with state authorization requirements and requests such extension.

 

 
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The DOE has approved the Arlington campus to participate in the Title IV Programs. The DOE had previously notified us on August 4, 2014 that it had denied the application for DOE approval of the Arlington campus to participate in the Title IV programs based on the DOE’s conclusion that documentation of the authorization from the Texas Department of State Health Services (the “DSHS”) was insufficient to demonstrate compliance with DOE requirements and based on the documentation from the DSHS not containing the required explanation or extension request as referenced above. We subsequently requested the DOE to reconsider its determination based in part on additional documentation that we provided. The DOE responded by granting an extension of the effective date of the state authorization rule requirements until June 30, 2015 and approving the Arlington campus to participate in the Title IV Programs.

 

We also have two other campuses in Texas (Richardson and Houston) that have approvals from the DSHS and that the DOE recently approved in 2014 for continued participation in the Title IV Programs. Those two campuses, together with the Arlington campus, represent 14% of the total student population of our schools. If Texas does not change its law to clarify the authority of DSHS in a manner that complies with the state authorization rule of the DOE by June 30, 2015, and if the DOE does not grant a further extension of the effective date of the state authorization rule requirements, we could lose our authority to disburse Title IV funds to students enrolled at our three campuses in Texas, which would have a material adverse effect on our business, results of operations and financial condition.

 

Accreditation. Each institution must be accredited by an accrediting agency recognized by the DOE. Accreditation is a non-governmental process through which an institution submits to a qualitative review by an organization of peer institutions. Accrediting agencies examine the academic quality of the institution's instructional programs as well as other aspects of its operations such as administrative and financial operations. Accrediting agencies must adopt specific standards in connection with their review of post-secondary educational institutions to be recognized by the DOE. All of our schools are institutionally accredited by an accrediting agency recognized by the DOE. The DOE relies on the determinations of accrediting agencies as to whether an institution's programs are of sufficient quality for participation in the Title IV Programs. In addition, three of our schools have specialized programmatic accreditation for particular educational programs.

 

One of the criteria for accreditation is based on the ability of a school's graduates to obtain employment in their fields. The programs at our schools require our graduates to obtain a license in almost every state in order to perform the services for which they received their training. Failure to so obtain licenses would prevent students from working in their fields of study which could, if this were to occur to a significant number of our graduates, among other things, have an adverse impact on our operations as a whole.

 

Accrediting agencies conduct regular reviews of the institutions they accredit. If an accrediting agency believes that an institution may be out of compliance with accrediting standards, it may place the institution on probation or a similar warning status or direct the institution to show cause why its accreditation should not be revoked. The institution is then given the opportunity to respond before the institution loses accreditation. The institution may demonstrate that the concern is unfounded, that it has taken corrective action to resolve the concern or that it has implemented an ongoing plan of action which is deemed appropriate to resolve the concern. The accrediting agency may then vacate the probation or show cause order, continue the probation or show cause order, seek additional information through reports required of the institution, or if the agency's concerns are not resolved, withdraw accreditation from the institution.

  

The Utah College of Massage Therapy (comprised of nine campuses) is accredited by ACCET. In July 2013, a total of eight programs at six campuses were subject to a programmatic show cause directive by ACCET, which requires an institution to demonstrate why the accreditation of these programs should not be withdrawn. Since July 2013, a total of 15 programs at eight campuses have been subjected to programmatic show cause at a point in time.

 

In December 2013, ACCET considered the application for reaccreditation of the Utah College of Massage Therapy and notified the institution that it voted to continue the institution’s accredited status pending further review at its April 2014 meeting and to issue an institutional show cause directive requiring the institution to show good cause why its accreditation should not be withdrawn. The institutional show cause was due primarily to job placement rates (and completion rates for certain programs). ACCET accreditation standards include a requirement that an accredited institution and its individual educational programs place a minimum percentage of graduates into qualified jobs with within a specified timeframe. The December 2013 notice from ACCET also identified several other issues in need of further clarification and/or resolution.

 

 
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ACCET subsequently withdrew the institutional show cause action in April 2014. In its December 2014 meeting, ACCET voted to defer further consideration of the application for reaccreditation of the Utah College of Massage Therapy with good cause until April 2015 and reduced the number of programs under programmatic show cause to three massage therapy educational programs and also informed the institution to cease enrollments at four esthetics programs at its campus in Arizona while each program remained on programmatic show cause.

 

The actions taken in the December 2014 notice are based primarily on job placement rates that are below the minimums required by ACCET’s accreditation standards. We believe that job placement rates in these programs have been adversely impacted by, among other factors, the length of time and cost that it takes for a graduate to obtain professional licensure. The process of obtaining professional licensure can include several steps such as passage of a national examination and payment of applicable test fees, payment of application fees, passage of background checks (and payment of applicable fees) and satisfaction of other requirements, all of which vary from state to state. Moreover, the ultimate approval of a graduate's application for professional licensure is generally not subject to a specific timeline and is typically controlled by a state agency. We believe these factors have adversely impacted the length of time it takes for a graduate to become licensed. As a professional license is generally a prerequisite for employment in both the massage and skin care fields, we believe the length and cost of the licensure process has had a negative impact on the institution's job placement rates, within the timeframes established within ACCET’s standards.

 

We intend to submit a response to ACCET explaining why the accreditation of the three massage therapy and four esthetics educational programs currently on show cause should not be withdrawn, and why the four esthetics programs should not be required to continue ceasing enrollments, based on the job placement and other issues identified in the December 2014 notice. We cannot assure you that ACCET will agree with our position or will not take further action against the institution such as withdrawal of the accreditation of the three massage therapy educational programs, continuing to prohibit enrollments in and require the teach-out of the four esthetics programs, and/or taking other actions against the institution and/or its educational programs. Since accreditation is required for an institution or one of its educational programs to be eligible to participate in the federal student financial aid programs, the failure by this school to satisfactorily resolve this order could have a material adverse effect on our schools' business, results of operations and financial condition.

 

In October 2014, COMTA notified the Virginia School of Massage ("VSM") that it had placed the school on probation based primarily on completion and job placement rates. In January 2015, COMTA notified VSM that is has accepted its improvement plan for placement rates but has added a status of Show Cause primarily related to completion rates. While we believe we have strong arguments, and are in the process of submitting a response to the probation and show cause order, we cannot assure you that COMTA will agree with those arguments or will not take further action against the school, including withdrawal of accreditation. VSM is institutionally accredited by ACCSC and relies on accreditation by ACCSC, not COMTA, in order to be eligible to participate in the federal student aid programs. VSM is not required to maintain COMTA programmatic accreditation in order for its graduates to obtain professional licensure, although the loss of COMTA accreditation could impact the reputation of VSM's programs or could impact VSM's institutional accreditation or state licensure. Since institutional accreditation and state licensure are required for a program to be eligible to participate in the federal student financial aid programs, failure by this school to satisfactorily resolve this order could have a material adverse effect on our schools' business, results of operations and financial condition.

  

Change of ownership or control. The DOE, most state education agencies, and our accrediting agencies have standards pertaining to the change of control of schools, but these standards vary among agencies. If we or one of our schools experience a change of ownership or control under the standards of the DOE, applicable state agencies or accrediting agencies, we would be required to seek the approval of the relevant agencies. Transactions or events that could constitute a change of control include significant acquisitions or dispositions of our shares, acquisitions of schools from other owners, significant changes in the composition of a school's board of directors or certain other transactions or events, several of which are beyond our control. A change of control under the applicable standards would require the affected school to reaffirm or reapply for the applicable DOE certification, state authorization, or accreditation. In some cases, the approval must be obtained prior to the change of control. The failure of any of our schools to reestablish where necessary its DOE certification, state authorization or accreditation following a transaction involving a change of ownership or control would result in a suspension of operating authority, loss of accreditation, and/or suspension or loss of federal student aid funding.

 

 
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Ideal Image

 

Corporate Practice of Medicine Prohibition. The laws in many of the states in which we operate, or may in the future operate, Ideal Image centers, prohibit business entities from practicing medicine and from exercising control over or employing physicians who practice medicine. This corporate practice of medicine prohibition is intended to prevent unlicensed persons from interfering with, or inappropriately influencing, a physician's professional judgment.

  

These and other laws may also prevent fee-splitting, which is the sharing of professional service income with non-professional or business interests. The interpretation and enforcement of these laws vary significantly from state to state. Governmental authorities may determine that our relationships with our affiliated physicians and practice groups violate state corporate practice of medicine and fee-splitting prohibitions. In addition, authorities or courts could determine that we have not complied with new laws which may be enacted, rendering our arrangements illegal.

 

Referral Fee Prohibitions. The laws in some of the states in which we operate, or may in the future operate, Ideal Image centers prohibit physicians and other health care providers from referring customers to centers in which the physician or other healthcare provider has a financial interest. Some states also have anti-kickback statutes which prohibit the payment for referrals. These laws may affect our ability to receive referrals from physicians with whom we have financial relationships, such as our medical directors. Some of these statutes include exemptions applicable to our medical directors and other physician relationships or for financial interests limited to shares of publicly traded stock. Some, however, include no explicit exemption for medical director services or other services for which we contract. If these statutes are interpreted to apply to referring physicians with whom we contract for medical director services, we may be required to terminate or restructure some or all of our relationships with, or refuse referrals from, these referring physicians or be subject to civil and administrative sanctions, including, but not limited to, refund requirements.

 

In states where applicable law prohibits the corporate practice of medicine, referral fees and fee splitting, generally, the Ideal Image centers are owned by physician-owned entities that provide the services to the Ideal Image centers' guests. As of February 2, 2015, 44 Ideal Image centers were owned by physician-owned entities (of the remaining 83 centers, 66 are owned by Ideal Image and 17 are franchised). Under what are typically multi-year agreements with the physician-owned entities, Ideal Image has responsibility for most of the non-medical operations of these centers, such as center management, administration, advertising of services, sale and inventory of retail products, marketing and support services and the acquisition and maintenance of equipment. In exchange for these services, Ideal Image receives a fee based on the fair market value of the services provided. The physician-owned entities are responsible, as required by state law, for the dispensing of customer care services and the exercise of medical judgment. We believe that our agreements with the physician-owned entities comply with applicable state law. However, it is possible that regulatory authorities or other parties, including the physician entity owners, could allege that our provision of these services and/or the amount of compensation that we are receiving for them violates one or more of the prohibitions referenced above. In that event, we could be subject to administrative, civil or criminal penalties, our agreements with the physician entities could be found to be invalid and we could be required to restructure our arrangements with these services providers in these states.

 

HIPAA. The Health Insurance Portability and Accountability Act of 1996 and its implementing privacy and security regulations, as amended by the federal Health Information Technology for Economic and Clinical Health Act (collectively referred to as "HIPAA"), may require us to provide certain protections to customers and their health information, including limiting the uses and disclosure of customer health information existing in any media form (electronic and hardcopy). HIPAA also requires us to implement administrative, physical and technical safeguards with respect to customer health information maintained in electronic format. HIPAA provides for monetary penalties up to an annual maximum penalty of $1,500,000 for violations by us or our employees, based on the nature and extent of the violation and the nature and extent of the harm.

 

Franchise Regulation. Ideal Image's franchise activities are subject to federal and state laws regulating the offer and sale of franchises and dictating the nature of our franchise relationships. These laws impose registration requirements, extensive disclosure requirements and other requirements on the offer and sale of franchises. In some jurisdictions, the laws relating to the governance of franchise relationships impose fair dealing standards during the term of the franchise relationships and limitations on a franchisor like us, including with respect to termination or refusal to renew a franchise. Those laws may require us to retain an under-performing franchise, which we otherwise would not retain.

 

 
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Employees

 

As of February 2, 2015, Steiner Leisure had a total of 7,027 employees. Of that number, 4,467 worked in spa operations, 1,701 represented management and sales personnel and support staff, 377 were involved in teaching at our massage and beauty schools, 336 represented medical professional employees of Ideal Image, 48 were involved in the bottling, distributing, warehousing and shipping of our beauty products, 76 were involved in the recruiting and training of spa personnel and 22 were involved in the training of Ideal Image professional employees. Shipboard employees typically are employed under agreements with fixed terms, generally of nine months. We have one spa manager on board each ship we serve. Most shipboard employees' compensation consists of a commission based on the volume of revenues generated by the employee. Shipboard managers receive incentive payments, including a commission based on the volume of revenue generated by their staff. Employees at our land-based spas and schools generally are employed without contracts, on an at-will basis, although most of our employees in Asia have one- or two-year contracts. Our land-based spa therapists are generally paid on a commission basis. Land-based spa managers receive a salary, plus bonuses, if appropriate, based on various criteria. Our Ideal Image licensed professional employees are compensated based on the number of hours they work. A small number of our employees (all at a Bliss spa in New York City) are covered by a collective bargaining agreement. None of our other employees are covered by a collective bargaining agreement. We continue to be in negotiations with respect to the non-management employees of our luxury spa at the Atlantis and One&Only Ocean Club hotels in The Bahamas becoming subject to a collective bargaining agreement. We believe that our relations with our employees are satisfactory.

  

Executive Officers of the Registrant

 

The following table sets forth certain information concerning the executive officers of Steiner Leisure.

 

Name

Age

Position

Clive E. Warshaw

72

Chairman of the Board

Leonard I. Fluxman

56

President and Chief Executive Officer and a Director

Robert C. Boehm

60

Executive Vice President and General Counsel

Bruce Fabel

51

President of Ideal Image Development, Inc.

Glenn J. Fusfield

52

President and Chief Operating Officer of Steiner Transocean Limited

Sean C. Harrington

48

Managing Director of Elemis Limited

Michael Indursky

54

President - Bliss World Holdings, Inc.

Robert H. Lazar

51

Vice President - Finance and Chief Accounting Officer

Stephen B. Lazarus

51

Chief Operating Officer and Chief Financial Officer

Jeffrey Matthews

58

President and Chief Operating Officer of Mandara Spa Asia Limited

Robert Schaverien

50

Managing Director of Steiner Training Limited

 

Clive E. Warshaw has served as our Chairman of the Board since November 1995. From November 1995 to December 2001, Mr. Warshaw also served as our Chief Executive Officer. In 1982, Mr. Warshaw joined Steiner Group Limited, a predecessor of ours that operated hair and beauty salons in the United Kingdom, as well as spas on cruise ships, subsequently known, prior to its dissolution, as STGR Limited ("Steiner Group"). He served as the senior officer of the Maritime Division of Steiner Group from 1987 until November 1995. Mr. Warshaw is a resident of The Bahamas. Mr. Warshaw is the husband of Michèle Steiner Warshaw, a director of Steiner Leisure and an officer of one of our subsidiaries, and, until November 2012, was the father-in-law of Robert Schaverien.

 

Leonard I. Fluxman has served as our President and Chief Executive Officer since January 2001, and as a director since November 1995. From January 1999 to December 2000, Mr. Fluxman served as our President and Chief Operating Officer. From November 1995 through December 1998, he served as Chief Operating Officer and Chief Financial Officer of Steiner Leisure. Mr. Fluxman joined us in June 1994, in connection with the acquisition of Coiffeur Transocean (Overseas), Inc. ("CTO"), which operated a business similar to that of Steiner Group. Mr. Fluxman served as CTO's Chief Operating Officer from June 1994 until November 1996, and its Vice President - Finance from January 1990 until June 1994.

 

 
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Robert C. Boehm has served as our Executive Vice President and General Counsel since January 2008. From September 2002 through December 2007, he served as our Senior Vice President and General Counsel. From May 1999 until joining us, he was a shareholder with the Miami office of Akerman Senterfitt, a Florida-based law firm. From May 1995 until May 1999, Mr. Boehm was a partner in the Miami and Washington, D.C. offices of Kelly, Drye and Warren LLP, a New York-based law firm. Prior to joining Kelly, Drye, among other things, Mr. Boehm was a partner and associate in law firms in Washington, D.C. and Miami and served as an enforcement attorney with the Securities and Exchange Commission.

 

Bruce Fabel has served as President of our Ideal Image Development, Inc. subsidiary since December 2012. Prior to joining us, Mr. Fabel founded and led Vision Quest Consulting, which provided retail, leisure, healthy lifestyle, design and business leadership consulting services, from January 2003 until December 2012. From January 1999 through December 2002, Mr. Fabel served as Chief Operating Officer of GameWorks, a Universal Studios company. From December 1996 through January 1999, Mr. Fabel served as Executive Vice President, Global Retail for Calvin Klein, Inc. Mr. Fabel served as Vice President, Global Retail of Nike Inc. from November 1994 to December 1996. Mr. Fabel was with Warner Bros Studios for five years, serving as Vice President Retail Development from January 1989 until November 1994.

 

Glenn J. Fusfield has served as the President and Chief Operating Officer of our Steiner Transocean Limited subsidiary since January 2012. From April 2007 until December 2011, he served as our Executive Vice President and Chief Operating Officer - Maritime. From January 2001 until April 2007, he served as our Chief Operating Officer. Mr. Fusfield joined us in November 2000 as our Senior Vice President, Group Operations. Prior to joining us, Mr. Fusfield was with Carnival Cruise Line for 12 years, serving as Vice President, Hotel Operations from January 1999 to October 2000, and Director, Hotel Operations for Carnival from January 1995 until December 1998.

  

Sean C. Harrington has served as Managing Director of our Elemis Limited subsidiary since January 1996, in which capacity he oversees our product production and product distribution operations. From July 1993 through December 1995, he served as Sales Director, and from May 1991 until July 1993, as United Kingdom Sales Manager of Elemis Limited.

 

Michael Indursky has served as President of our Bliss World Holdings, Inc. subsidiary since March 2010. From July 2005 until joining the Company, Mr. Indursky served as Chief Marketing and Strategic Officer of Burt's Bees, Inc., a maker of natural personal care products. From December 2003 until June 2005, he served as Vice President – Garnier, a beauty products brand of L'Oreal USA ("L'Oreal"), and from October 2002 until November 2003, he served as Vice President – Maybelline New York, a cosmetics brand of L'Oreal. From June 1990 until December 2001, Mr. Indursky was with Unilever Home and Personal Care North America, a home, personal care and food products company, where he held various leadership positions of increasing responsibility.

 

Robert H. Lazar has served as our Vice President - Finance and Chief Accounting Officer since April 2007. From July 2000 until April 2007, Mr. Lazar served as our Vice President - Finance. Prior to joining us, Mr. Lazar was with Arthur Andersen LLP, serving as a Senior Audit Manager from August 1995 to June 2000 (including with responsibility for the audit of Steiner Leisure) and in various other auditor positions from September 1987 until August 1995.

 

Stephen B. Lazarus has served as our Chief Operating Officer and Chief Financial Officer since January 2015. From August 2006 until January 2015, Mr. Lazarus served as our Executive Vice President and Chief Financial Officer. From July 2003 until August 2006, he served as our Senior Vice President and Chief Financial Officer. From October 1999 until joining us, he was Division Vice President and Chief Financial Officer for Rayovac Corporation's Latin America Division. From September 1998 through September 1999, Mr. Lazarus was Director, Financial Planning and Analysis for Guinness and Co., a division of Diageo Plc. Prior to that, Mr. Lazarus was with Duracell, Inc. (later a subsidiary of The Gillette Company) from February 1990 until April 1998, where he held finance and business positions of increasing responsibility. From February 1988 to January 1990, Mr. Lazarus was employed by Ernst & Young as a senior auditor.

 

Jeffrey Matthews has served as President and Chief Operating Officer of our Mandara Spa Asia Limited ("Mandara Asia") subsidiary (which we acquired in 2001) since July 2002. From February 2000 through June 2002, he served as Managing Director of Mandara Asia. From June 1998 until February 2000, Mr. Matthews was the Regional General Manager for Mandara Asia. From October 1997 until June 1998, he was the General Manager of Mandara Spa Indonesia. From February 1987 through September 1997, Mr. Matthews held various positions with hotels in Indonesia and Australia.

 

 
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Robert Schaverien has served as Managing Director of Steiner Training Limited since October 1999. In that capacity, he is responsible for recruitment and training for our shipboard employees. From May 1996 until October 1999 he served as a Sales Director for our Elemis Limited subsidiary. From February 1992 until April 1996, Mr. Schaverien served as Managing Director of Steiner Group. Prior to joining Steiner Group, Mr. Schaverien worked with British Petroleum in a sales and marketing capacity from 1989 until 1991. Until November 2012, Mr. Schaverien was the son-in-law of Clive Warshaw and Michèle Steiner Warshaw.

 

Website Access to SEC Reports

 

Our website can be found at www.steinerleisure.com. Information contained on our website is not part of this report.

 

We make available, free of charge through our website, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as is reasonably practicable after we electronically file them with, or furnish them to, the Securities and Exchange Commission.

 

 
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ITEM 1A. RISK FACTORS

 

 

Our business, financial condition, results of operations, prospects and the prevailing market price of our common shares may be adversely affected by a number of factors, including the matters discussed below. In addition to the other information set forth or incorporated by reference in this report, you should carefully consider the following risk factors in evaluating us and our business. These important factors, among others, could cause our actual results to differ from our expected or historical results.

 

We Depend on Our Agreements with Cruise Lines and Land-Based Spas; if These Agreements Terminate, Our Business Would be Harmed

 

A significant portion of our revenues are generated from our cruise ship spa operations. The cruise line agreements have specific terms, ranging from one to eight years with an average remaining term per ship of approximately three years as of February 2, 2015 (excluding the Celebrity agreement, which expired in December 2013). As of that date, cruise line agreements that expire within one year covered 19 of the 148 ships served by us. These 19 ships accounted for approximately 4.4% of our 2014 revenues. We cannot assure you that any of these agreements, or any of our other cruise line agreements, will be renewed after their expiration date or that any renewal will be on similar terms. Also, we cannot assure you that upon renewal, these agreements will not cause reductions in our margins. Typically, the amounts we pay to cruise lines and land-based venues increase upon our entering into renewals of agreements.

 

In addition, these agreements provide for termination by the cruise lines with limited or no advance notice under certain circumstances, including, among other things, the withdrawal of a ship from the cruise trade, the sale or lease of a ship or our failure to achieve specified passenger service standards. As of February 2, 2015, agreements for four ships provided for termination for any reason by the cruise line on 90 days' notice, and, with respect to five ships, we are operating without written agreements. These nine ships (which are included in the 19 ships referenced above) accounted for 2.8% of our 2014 revenues. Termination of significant cruise line agreements or a series of other cruise line agreements, either upon completion of their terms or prior thereto, could have a material adverse effect on our results of operations and financial condition. Some of our land-based spa agreements also provide for termination with limited advance notice under certain circumstances.

 

We Depend on the Cruise Industry and Their Risks are Risks to Us

 

A significant portion of our revenues are generated from cruise ship passengers. Therefore, the ability of the cruise industry to attract passengers is critical to our results of operations and financial condition. The cruise industry is subject to significant risks that could affect our results of operations and financial condition.

 

Cruise lines compete for consumer disposable leisure time dollars with other vacation alternatives such as hotels and sightseeing vacations. Demand for cruises is dependent on the underlying economic strength of the countries from which cruise lines source their passengers. Economic changes that reduce disposable income or consumer confidence in the countries from which our cruise line customers source their passengers may affect demand for vacations, including cruise vacations, which are discretionary purchases.

 

The weakened United States and other world economies in recent years, including the impact on consumers and businesses of high fuel costs and tighter credit, had an adverse effect on the discretionary spending of consumers, including spending on cruise vacations and our services and products. In order for the cruise industry to maintain its market share in a difficult economic environment, cruise lines have at times offered discounted fares to prospective passengers. Passengers who are cruising solely due to discounted fares may reflect their cost consciousness by not spending on discretionary items, such as our services and products. While the economies in North America and certain other regions have improved, and fuel prices have eased recently, these conditions adversely affected our results of operations in certain prior years. Though discretionary spending of passengers on certain cruise lines has increased, the recurrence of the more severe aspects of these challenging economic conditions and/or increases in fuel costs could have a material adverse effect on the cruise industry and also could have a material adverse effect on our results of operations.

 

 
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Despite the general historic trend of growth in the volume of cruise passengers, in 2015 and future years, the  global economic environment could cause the number of cruise passengers to decline or be maintained through discounting, which could result in an increased number of passengers with limited discretionary spending ability. A significant decrease in passenger volume could have a material adverse effect on our results of operations and financial condition.

 

A continuing industry trend reported by CLIA is the growing number of passengers sourced from outside North America. We believe that non-North American passengers spend less on our services and products than North American passengers. Other recent trends are those of certain cruise lines reducing the number of cruises to certain long-standing destinations and replacing them with alternative exotic destinations, as well as extending the length of voyages. A number of such replacements and extensions result in cruises producing lower revenues to us than cruises to the prior destinations and of certain long-standing durations. The continuation of these trends could materially adversely affect the results of our shipboard spa operations.

 

Accidents and other incidents involving cruise ships can materially adversely affect the cruise industry, as well as our results of operations and financial condition. In January 2012, Costa Concordia, a cruise ship owned and operated by Costa, a cruise line that we serve, grounded off the coast of Isola del Giglio, Italy, sustained significant damage and did not resume service. There were a number of casualties. In February 2012, another Costa vessel experienced a fire which caused it to be temporarily immobilized. In early 2013, mechanical and other problems on Carnival's Elation, Dream and Legend caused early terminations of cruises on those vessels. In February 2013, a fire on the Carnival Triumph resulted in the vessel being immobilized for a number of days off the coast of Mexico. In May 2013, a fire on the Royal Caribbean Grandeur of the Seas resulted in a cruise ending early and the cancellation of a subsequently scheduled sailing of that vessel. In January 2014, a highly publicized incident of mass illness aboard the Royal Caribbean Explorer of the Seas was experienced, resulting in early termination of that sailing. Among other things, accidents such as these reduce our revenues and increase the costs of our maritime-related insurance. In addition, these types of accidents can adversely affect consumer demand for cruise vacations.

 

Other unscheduled withdrawals of ships from service, delays in new ship introductions, environmental violations by cruise lines, restricted access of cruise ships to environmentally sensitive regions, hurricanes and other adverse weather conditions and increases in fuel costs could also materially adversely impact the cruise industry. For example, in the past, hurricanes have caused the withdrawal of ships that we served from service for use in hurricane relief efforts, as well as the temporary closing of cruise ports and the destruction of a cruise pier facility. A number of cruise ships have experienced outbreaks of illnesses that have affected, at times, hundreds of passengers on a ship. In addition, epidemics affecting global regions could also adversely affect cruise ship travel. Also, in recent years, attempted pirate attacks, violence and other crimes, passenger accidents, disappearances and assaults, fatalities from shore excursion activities, shipboard fires and other incidents have brought adverse publicity to the travel industry, including the cruise industry. The public concern over these incidents, especially if they are repeated, or other negative publicity about the cruise industry, could adversely affect the demand for cruises and adversely affect our results of operations and financial condition.

 

The cruise lines' capacity has grown in recent years and is expected to continue to grow over the next few years as new ships are introduced. In order to utilize the new capacity, it is likely that the cruise industry will need to increase its share of the overall vacation market. In order to increase that market share, cruise lines may be required to offer discounted fares to prospective passengers, which would have the potentially adverse effects on us described above.

 

Severe weather conditions, both at sea and at ports of embarkation, also could adversely affect the cruise industry. The cruise industry also relies to a significant extent on airlines to transport passengers to ports of embarkation. Changes in airline service to cruise embarkation and disembarkation locations could adversely affect us. In addition, any strikes or other disruptions of airline service, including those that could follow terrorist attacks or armed hostilities, could adversely affect the ability of cruise passengers or our shipboard staff to reach their ports of embarkation, or could cause cancellation of cruises.

 

Cruise ships have increasingly had itineraries which provide for the ships to be in port during cruises. When cruise ships are in port, our revenues are adversely affected. In addition, a number of cruise lines are increasingly offering voyages that are longer in duration and that call on more exotic ports. Such cruises generally generate lower revenues for us than shorter cruises and cruises that call on more common destinations.

 

 
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Cruise ships periodically go into dry-dock for routine maintenance, repairs and refurbishment for periods ranging from one to three weeks. Cruise ships also may be taken out of service for non-routine maintenance and repairs as a result of damage from an accident or otherwise, such as the Costa Concordia and Carnival Triumph incidents. A ship also may go out of service with respect to us if it is transferred to a cruise line we do not serve or if it is retired from service. While we attempt to plan appropriately for the scheduled removal from service of ships we serve, unexpected removals from service of ships we serve can hamper the efficient distribution of our shipboard personnel, in addition to causing unexpected reductions in our shipboard revenues.

 

Loss of a Significant Cruise Line Customer Could Harm Us

 

As a result of the consolidation of the cruise industry, the number of independent cruise lines has decreased in recent years and this trend may continue. Also, historically, some smaller cruise lines have ceased operating for economic reasons and this may happen to other cruise lines in the future. As a result of these factors, a small number of cruise companies, all of which currently are our customers, dominate the cruise industry. Revenues from passengers of each of the following cruise line companies accounted for more than ten percent of our total revenues in 2014, 2013 and 2012, respectively: Carnival (including Carnival, Carnival Australia, Costa, Cunard, Holland America, P&O, Princess and Seabourn Cruise Lines): 24.8%, 24.4% and 25.7% and Royal Caribbean (including Royal Caribbean, Pullmantur, Celebrity (until the second quarter of 2014, at which point we ceased serving Celebrity ships) and Azamara cruise lines): 10.6%, 13.9% and 14.8%. These companies also accounted for 118 of the 148 ships served by us as of February 2, 2015. If we cease to serve one of these cruise companies, or a substantial number of ships operated by a cruise company, it could materially adversely affect our results of operations and financial condition.

 

The Success of Our Hotel Spas Depends on the Hospitality Industry

 

As of February 2, 2015, our hotel and resort spa operations are conducted at 56 land-based venues located in a total of 12 countries, plus one United States territory. We are dependent on the hospitality industry for the success of these spas. To the extent that consumers do not choose to stay at venues where we operate spas, over which we have no control, our business, financial condition and results of operations could be materially adversely affected. The hospitality industry is subject to risks that are similar to those of the cruise industry.

 

The considerations described above regarding the effects of adverse economic conditions on the cruise industry apply similarly to the hospitality industry, including the hotels where we have operations. Periods of economic slowdown result in reduced hotel occupancy rates and decreased spending by hotel guests, including at the hotels where we operate spas. The recurrence of challenging economic conditions, as well as instances of increased fuel costs, which have occurred in certain prior years, could result in lower hotel occupancy, which would have a direct, adverse effect on the number of hotel guests that purchase our spa services and products at the venues in question. Accordingly, such lower occupancy rates at the hotels we serve could have a material adverse effect on our results of operations and financial condition.

 

The following are other risks related to the hospitality industry:

 

 

changes in the national, regional and local conditions (including major national or international terrorist attacks, armed hostilities or other significant adverse events, including an oversupply of hotel properties, or a reduction in demand for hotel rooms);

 

 

the possible loss of funds expended for build-outs of spas at venues that fail to open, underperform or close due to economic slowdowns or otherwise;

 

 

the attractiveness of the venues to consumers and competition from comparable venues in terms of, among other things, accessibility and cost;

 

 

the outbreaks of illnesses, or the perceived risk of such outbreaks, in locations where we operate land-based spas;

 

 

weather conditions, including natural disasters such as earthquakes, hurricanes, tsunamis and floods;

 

 

possible labor unrest or changes in economics based on collective bargaining activities;

 

 

changes in ownership of the venues we serve;

 

 

changes in room rates at the venues we serve;

 

 
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possible conversion of guest rooms at hotels to condominium units and the decrease in spa usage that often accompanies such conversions, and the related risk that condominium hotels are less likely to be suitable venues for our spas;

 

 

reductions in hotel occupancy during major renovations or as a result of damage or other causes;

 

 

the maintenance of the venues we serve;

 

 

changes in popular travel patterns;

 

 

changes in guest demographics at the venues we serve;

 

 

acquisition by hotel chains of spa service providers to create captive "in-house" brands and development by hotel chains of their own proprietary spa service providers, reducing the opportunity for third party spa providers like us; and

 

 

the financial condition of the airline industry, as well as elimination of, or reduction in, airline service to locations where we operate hotel spas, which would result in fewer guests at those venues.

   

Risks Related to Acquisitions and Expansion

 

One of the ways that we have grown our business has been through acquisitions of existing businesses, including, in the last few years, the acquisitions of Onboard, Ideal Image and Cortiva. Acquisitions have represented a significant amount of our growth in the past. We will continue to consider strategic acquisitions of existing businesses that are compatible with or enhance our existing operations. Any such acquisitions would be subject to various risks, including, without limitation, the risk that we will not be able to operate a business as successfully as it was operated prior to its acquisition, the risks associated with investing financial and other of our resources in effectuating an acquisition that may not be ultimately beneficial to the Company, the risk that the purchase price we pay for an acquisition does not, in fact, represent a fair price for the transaction as a result of fraud or other misconduct on the part of the seller in the transaction, the possible loss of key employees, vendors or customer relationships of acquired entities and the risk that we may not be able to successfully integrate any new business that we acquire into our then existing operations.

 

In connection with acquisitions, we attempt to negotiate appropriate protections for us against unknown liabilities relating to the pre-acquisition activities of the target business and misrepresentations by the seller about the purchased business. However, those protections generally have some limitations, and we often depend on the continued solvency of the seller of the business or the adequacy of portions of purchase prices held in escrow. Such escrow accounts, generally, represent small percentages of the applicable purchase price and are only held for relatively brief periods of time. Accordingly, we cannot assure you that we will be protected against all liabilities of the businesses that we have acquired or may acquire in the future.

  

With respect to our schools' operations, acquisitions involve regulatory risks, as described below. In addition, we may also consider expanding through the creation of new schools or the establishment of branches in new locations of one or more of our existing schools, such as we recently did with the opening of our Richardson and Houston campuses as branches of UCMT and our Arlington campus as a branch of Cortiva Institute – Pinellas Park. Generally, establishing new schools or new branch campuses of our existing schools involve a significant amount of financial and other resources of the Company. Despite any such investment of funds and other resources, we cannot assure you that any new school or branch campus that we may establish in the future would be successful. The acquisition of new schools, or the establishment of new schools or new branch campuses, require us to obtain approvals of the DOE and the applicable state licensing agencies and accrediting agencies and are subject to the applicable limitations and requirements of those agencies. Depending on the situation, we may be required to obtain the required approvals before or after the acquisition or establishment of new schools or new branches. We cannot assure you that we would receive these approvals on a timely basis or at all.

 

 
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We Depend on a Limited Number of Product and Equipment Manufacturers

 

We develop and sell a variety of high quality beauty products under our Elemis, La Thérapie, Bliss, BlissLabs, Remède, Laboratoire Remède, Mandara Spa and Mandara brands. Many of our products are produced for us by highly regarded and premier United States and European manufacturers. If any of this limited number of manufacturers ceased producing for us, for any reason, these ingredients and other materials for our products, the transition to other manufacturers could result in significant production delays. Any significant delay or disruption in the supply of our products could adversely impact our results of operations and financial condition.  

 

Ideal Image depends on single manufacturers as sources of equipment for the provision of each of its laser hair removal, tattoo removal and body contouring services. Ideal Image does not have agreements with these manufacturers which would require the manufacturers to continue providing these devices to Ideal Image. If Ideal Image were unable to continue to acquire this equipment from these manufacturers, Ideal Image would be required to seek other manufacturers of these devices or a manufacturer of alternative devices. We cannot assure you that the devices we currently use or equivalent devices would be available at prices that are economically beneficial to us or otherwise. Any lack of availability for more than a brief period of time of the laser hair removal, tattoo removal or body contouring services equipment we use to provide our Ideal Image services could adversely impact our results of operations and financial condition.

 

We Depend on Our Distribution and Warehouse Facilities

 

We operate two distribution facilities, one of which is located in the United Kingdom and the other in the United States. Our United States facility is located in Florida, where destructive hurricanes often occur, resulting in damage to businesses or the closing of businesses for, sometimes, extended periods of time. We also utilize distribution facilities operated by third parties, with respect to the operation of which we have no day to day control. While we have insurance to cover losses to our products, if our inventory stored at these facilities suffered any loss or damage due to fire, adverse weather or other hazard, our business could be adversely affected as a result of such loss or damage due to any resulting inability of ours to timely fulfill our product delivery commitments.

 

Ideal Image utilizes third party warehouse facilities to house its customized equipment and furniture until they are installed in Ideal Image's new centers. Ideal Image has no control over the operations of such warehouse facilities, including over safety precautions taken at such facilities. Destruction or damage to such warehouse facilities could cause destruction or damage to this property of Ideal Image. Such destruction could delay the opening of new Ideal Image centers, which could have an adverse impact on our results of operations and financial condition.

 

We Depend on Our Third Party Product Distribution Channels

 

We sell our products through a variety of third party channels. Factors that adversely impact our distribution channels' businesses also may have an adverse impact on our results of operations and financial condition. These factors may include, among others, the following:

 

 

credit risks associated with the financial condition of our product distributors and retail channels;

 

 

the effects of consolidation or weakness in the retail industry, including the closure of stores; and

 

 

inventory reduction initiatives and other factors affecting customer buying patterns, including any reduction in retail space commitment to cosmetics.

  

In addition, a significant amount of Bliss products are sold through one retail chain in the United States. The termination of our arrangement with that retailer to sell Bliss brand products could have an adverse impact on our results of operations and financial condition. Our Bliss and Remède amenities program at Starwood helps our brand awareness for these products. The termination of that agreement could adversely affect the growth of the name recognition for those products and, accordingly, could adversely affect sales growth for those lines.

 

 
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We are Required to Make Minimum Payments Under Our Agreements and Face Increasing Payments to Cruise Lines and Owners of Our Land-Based Venues

 

We are obligated to make minimum annual payments to certain cruise lines and owners of our land-based venues regardless of the amount of revenues we receive from customers. We may also be required to make such minimum annual payments under any future agreements into which we enter. Accordingly, we could be obligated to pay more in minimum payments than the amount we collect from customers. As of December 31, 2014, these payments are required by cruise line agreements covering a total of 93 ships served by us and by 22 of the agreements for our land-based spas.

 

As of December 31, 2014, we guaranteed total minimum payments to cruise lines (excluding payments based on minimum amounts per passenger per day of a cruise applicable to certain ships served by us) of approximately $101.6 million in 2015, $8.0 million in 2016, $8.0 million in 2017, $8.0 million in 2018 and $8.0 million in 2019. These amounts could increase under new or renewed agreements. Some of the minimum annual payments are calculated based upon minimum amounts per passenger per day of a cruise for passengers actually embarked on each cruise of the respective ship. These payments could significantly increase the minimum payments set forth above. The amounts set forth for the years after 2015 are the amounts that are currently calculable. It is anticipated that the actual amounts for each of those years will be significantly higher than the amounts indicated. In general, we have experienced increases in required payments to cruise lines upon renewing, or entering into, new agreements with cruise lines.

 

As of December 31, 2014, we guaranteed total minimum payments to owners of our land-based venues of approximately: $6.1 million in 2015, $4.2 million in 2016, $2.7 million in 2017, $1.9 million in 2018, $1.4 million in 2019 and $2.1 million thereafter. These amounts could increase under new or renewed agreements.

 

We Depend on the Continued Viability of the Ships and Land-Based Venues We Serve

  

Our revenues from our shipboard guests and guests at our land-based spas can only be generated if the ships and land-based venues we serve continue to operate. Historically, some smaller cruise lines we served have ceased operating for economic reasons. In addition, the parent company of two of the hotels where we operate luxury spas filed for protection under the federal bankruptcy laws several years ago, although it has since been sold to a new owner and continues to operate. We cannot be assured of the continued viability of any of the land-based venues (including our ability to protect our investments in build-outs of spa facilities) or cruise lines that we serve, particularly in the event of recurrence of the more severe aspects of the economic slowdown experienced in certain prior years. To the extent that cruise lines or land-based venues we serve, or could potentially serve in the future, cease to operate, our results of operations and financial condition could be adversely affected.

  

Delays in New Ship Introductions Could Slow our Growth

 

Our growth depends, in part, on our serving new cruise ships brought into service. A number of cruise lines we serve have experienced in the past, and could experience in the future, delays in bringing new ships into service. In addition, there is a limited number of shipyards in the world capable of constructing large cruise ships in accordance with the standards of major cruise lines. This also may contribute to delays in new ship construction. Such delays could slow our growth and have an adverse impact on our results of operations and financial condition.

 

Increased Costs Could Adversely Impact our Financial Results

 

In addition to the adverse effects on consumers of high fuel costs described above, periods of higher fuel costs adversely affect us directly. We depend on commercial airlines for the transportation of our shipboard employees to and from the ships we serve and, as a result, we pay for a relatively large number of flights for these employees each year. During times of higher fuel costs, such as those experienced in certain prior years, airfares, including those applicable to the transportation of our employees, have been increased by the airlines we have utilized. Increased transportation costs associated with increased fuel costs also add to the costs of delivery of our products to the ships we serve and other destinations. Higher fuel charges also increase the cost to consumers of transportation to cruise ship destination ports and to venues where we operate our land-based spas and also increase the cost of utilities at our land-based spas. Periods of increasing fuel costs would likely cause these transportation costs to correspondingly increase. Extended periods of increased airfares could adversely impact our results of operations and financial condition.

 

Increases in prices of other commodities utilized by us in our business could adversely affect us. For example, in certain prior years, as a result of increases in the cost of cotton, the cost to us of linens and uniforms utilized in our operations has increased. Our land-based spa operations also have experienced an increase in the cost of electrical utilities. A continuing increase in these costs or similar costs applicable to our operations could adversely impact our results of operations and financial condition.

 

 
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We Depend on Our Key Officers and Qualified Employees

 

Our continued success depends to a significant extent on our senior executive officers, including Clive E. Warshaw, Chairman of the Board, Leonard I. Fluxman, President and Chief Executive Officer, and our other senior executives. The loss of services of any of these persons or other key management personnel could have a material adverse effect on our business. We have key person life insurance policies with respect to Mr. Fluxman and Glenn Fusfield, President and Chief Operating Officer of Steiner Transocean Limited, but not Mr. Warshaw or any of our other executive officers.

 

Our continued success also is dependent on our ability to recruit and retain personnel qualified to perform our services. Shipboard employees typically are employed pursuant to agreements with terms of nine months. Our land-based spa and Ideal Image employees generally are employed without contracts, on an at-will basis. Other providers of shipboard spa services compete with us for shipboard personnel. We also compete with land-based spas and other employers for our shipboard and land-based spa and Ideal Image personnel. We cannot guarantee that we will be able to continue to attract a sufficient number of applicants possessing the requisite training and skills necessary for conducting our business. Our inability to attract a sufficient number of qualified applicants to provide our services and products could adversely impact our results of operations and financial condition. In addition, in recent years, the immigration approval process in the United States proceeds at a slower pace than previously had been the case. Since many of our shipboard employees are not United States citizens, exacerbation of this trend could adversely affect our ability to meet our shipboard staffing needs on a timely basis.

 

Almost all of our shipboard personnel come from jurisdictions outside the United States. Our ability to obtain non-United States shipboard employees is subject to regulations in certain countries from which we source a number of our employees and, in the case of one country, control by an employment company that acts on behalf of employees and potential employees from that country. In addition, in that country, we are required to deal with local employment companies to facilitate the hiring of employees. Our ability to obtain shipboard employees from those countries on economic terms that are acceptable to us may be hampered by evolving regulatory requirements and/or our inability to enter into an acceptable agreement with the applicable local employment company.

  

A small number of Bliss employees at a spa in New York City are subject to a collective bargaining agreement. In addition, we continue to be in negotiations with respect to the non-management employees of our luxury spa at the Atlantis and One&Only Ocean Club hotels in The Bahamas becoming subject to a collective bargaining agreement. While no groups of employees at any of our other operations have commenced similar organizational activities, we cannot guarantee that our other employees will remain non-unionized. Collective bargaining agreements may require us to negotiate wages, salaries, benefits and other terms with one or more groups of our employees collectively, through a union representative, and could adversely affect our results of operations by increasing our labor costs or otherwise restricting our ability to maximize the efficiency of our operations.

 

In addition, the various jurisdictions where we operate our spas and Ideal Image centers have their own licensing or similar requirements applicable to our employees, which could affect our ability to open new spas or Ideal Image centers on a timely basis or adequately staff existing spas and Ideal Image centers. The ship we serve that is United States-based also is subject to United States labor law requirements that can result in delays in obtaining adequate staffing.

 

Possible Adverse Changes in United States or Foreign Tax Laws or Changes in our Business Could Increase our Taxes

 

Background

 

Steiner Leisure is a Bahamas international business company ("IBC") that, directly or indirectly, owns, among other entities: Steiner Transocean Limited ("Steiner Transocean"), our principal subsidiary and a Bahamas IBC that conducts our shipboard operations, primarily outside United States waters (which constitutes most of our shipboard activities), and Steiner Management Services, LLC, a Florida limited liability company that performs administrative services in connection with our operations in exchange for fees from Steiner Transocean and other subsidiaries ("Management Services").

 

 
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We also own, directly or indirectly, the shares of additional subsidiaries in the United States, the United Kingdom and other taxable jurisdictions as well as subsidiaries in jurisdictions in which the subsidiaries are not subject to tax.

 

Currently, Steiner Leisure and its Bahamas IBC subsidiaries are not subject to Bahamas indirect and income tax or other income tax, except as set forth below. Our United States subsidiaries are subject to United States federal income tax as a consolidated group at regular corporate rates up to 35%. Generally, any dividends paid by our United States holding company to its parent, Steiner Leisure, are subject to a 30% United States withholding tax. Other than as described below, we believe that none of the income generated by our non-United States subsidiaries should be effectively connected with the conduct of a trade or business in the United States and, accordingly, that such income should not be subject to United States federal income tax.

 

A foreign corporation generally is subject to United States federal corporate income tax at a rate of up to 35% on its United States-source income that is effectively connected with its trade or business within the United States and on certain limited types of its foreign-source income that is effectively connected to a trade or business it conducts in the United States. A foreign corporation also can be subject to a branch profits tax of 30% imposed on its after-tax earnings that are so effectively connected.

 

Steiner Transocean has three types of income:  income from the provision of spa services, income from the sales of spa products purchased (at prices determined on an arm's length basis) from another non-United States subsidiary of ours and income from leasing (at rates determined on an arm's length basis) its shipboard employees and space to a United States subsidiary of ours that performs spa services and sells spa products while the ships are in United States waters and pays Steiner Transocean the amounts referenced above (the "U.S. Waters Activities").

 

We believe that most of Steiner Transocean's shipboard income should be treated as foreign-source income, not effectively connected to a business it conducts in the United States. This belief is based on the following:

 

 

all of the functions performed, resources employed and risks assumed in connection with the performance of the above-mentioned services and sales (other than Steiner Transocean's involvement in the U.S. Waters Activities) occur outside of the United States; and

 

 

income to Steiner Transocean from the U.S. Waters Activities is income effectively connected with a United States trade or business, and thus subject to United States income taxation, but constitutes a small percentage of Steiner Transocean's total income.

   

The Risks to Us

 

Under United States Internal Revenue Service ("IRS") regulations, which were effective January 1, 2007, all or a portion of Steiner Transocean's income for periods commencing on that date could be subject to United States federal income tax at a rate of up to 35%:

 

 

to the extent the income from Steiner Transocean's shipboard operations that we believe are performed outside of United States territorial waters is considered by the IRS to be attributable to functions performed, resources employed or risks assumed within the United States or its possessions or territorial waters;

 

 

to the extent the income from Steiner Transocean's sale of spa products for use, consumption, or disposition in international waters is considered by the IRS to be attributable to functions performed, resources employed or risks assumed within the United States, its possessions or territorial waters; or

 

 

to the extent that passage of title or transfer of ownership of products sold by Steiner Transocean for use, consumption or disposition outside international waters, takes place in the United States or a United States office materially participates in such sales.

 

If Steiner Transocean is a controlled foreign corporation ("CFC"), any of its shipboard income would be considered income from sources within the United States and would be subject to United States federal income tax unless such income is attributable to functions performed, resources employed or risks assumed in a foreign country or countries.

 

 
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A CFC is any foreign corporation if more than 50% of the (i) total combined voting power of all classes of stock entitled to vote or (ii) the total value of the stock of such corporation is owned or considered as owned by "United States shareholders" on any day during the taxable year of such corporation. A United States shareholder, generally, means a "United States person" who owns or is considered to own ten percent or more of the total combined voting power of the stock entitled to vote of such corporation. A "United States person" is a citizen or resident of the United States, a domestic partnership, a domestic corporation, any domestic estate and a trust over which a United States court is able to exercise administrative supervision and over which one or more United States persons have authority to control all substantial decisions. We believe that Steiner Transocean should not be characterized as a CFC.

 

If Steiner Transocean is subject to United States federal income tax (at a rate of up to 35%) on its United States source income and on certain of its foreign-source income that is effectively connected to a business it conducts in the United States, it also would be subject to a branch profits tax of 30% imposed on its after-tax earnings withdrawn, or considered to be withdrawn, from its United States business.

 

Certain non-United States jurisdictions may also assert that Steiner Transocean's income is subject to their income tax.

 

Management Services receives payments from Steiner Transocean and other subsidiaries of Steiner Leisure in return for certain administrative services it provides to Steiner Transocean and those other subsidiaries. The IRS may assert that transactions between Management Services and Steiner Transocean (and between our other direct and indirect subsidiaries) do not contain arm's length terms. In that event, income or deductions could be reallocated among the subsidiaries in a manner that could increase the taxable income of Management Services or other United States subsidiaries of ours. This reallocation also could result in the imposition of interest and penalties. Management Services and other United States subsidiaries of ours also are subject to United States state and local income, franchise and other taxes and certain of our other subsidiaries are subject to taxes in certain other countries.

 

Some of our United Kingdom, Bahamas and United States subsidiaries provide goods and/or services to us and certain of our other subsidiaries. The United Kingdom or United States tax authorities may assert that some or all of these transactions do not contain arm's length terms. In that event, income or deductions could be reallocated among our subsidiaries in a manner that could increase the United Kingdom or United States tax on us. This reallocation also could result in the imposition of interest and penalties.

 

In December 2014, the United Kingdom government announced that it will introduce a “diverted profits tax” which will seek to apply a 25% tax rate to profits of large multinational enterprises (such as the Company) which have been diverted from the United Kingdom by means of transactions through related entities with insufficient economic substance. It is anticipated that the definitive version of this legislation will be effective April 1, 2015. While we believe that all of our affiliated entities and the transactions among them have the required commercial substance, among other things, because the preliminary version of these new rules has been drafted very broadly, we cannot assure you that our U.K.-connected related party transactions and entities will be outside the scope of the final version of these rules. If we are, in fact, subject to this new tax, this could have a material adverse effect on our results of operations and financial condition.

  

We cannot assure you that the tax laws on which we have relied to minimize our income taxes will remain unchanged in the future.

  

Our land-based operations, the income from which is generally taxable, have significantly increased and we intend to consider land-based opportunities in the future (though we cannot assure you that we will be successful in finding appropriate opportunities). To the extent that we are able to effectively implement this strategy, the amount of our income that is subject to tax would significantly increase.

 

 
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We Face Competition on Ships and on Land

 

We compete with passenger activity alternatives on cruise ships and with competing providers of services and products similar to ours seeking agreements with cruise lines. Gambling casinos, bars and a variety of shops are found on almost all of the ships served by us. In addition, ships dock in ports which provide opportunities for additional shopping as well as other activities that compete with us for passenger attention and disposable income, and cruise ships are increasingly offering itineraries providing for greater numbers of port days. Cruise ships also typically offer swimming pools and other recreational facilities and activities, as well as musical and other entertainment, all without additional charge to the passengers. Certain cruise lines we formerly served have engaged the services of third parties or their own personnel for the operation of the spas for all or some of their ships. Additional cruise lines could take similar actions in the future. In addition, there are several other entities offering services in the cruise industry similar to those provided by us and we cannot assure you that we will be able to serve new cruise ships that come into service and that are not covered by our cruise line agreements.

 

Many of the land-based venues that we serve or may serve in the future offer recreational entertainment facilities and activities similar to those offered on cruise ships, often without additional charge to guests. A number of the hotels we serve also offer casino gambling. These activities and facilities compete with us for customer time and disposable income. Our land-based spas also compete with other spas in their vicinities, as well as with other beauty, relaxation or other therapeutic alternatives. These include salons that offer these services at prices significantly lower than those charged by us. We believe, however, that the prices charged by us are appropriate for the quality of the experience we provide in our respective markets. In addition, we also compete, both for customers and for contracts with hotels, with spas and beauty salons owned or operated by companies that have offered their land-based spa services longer than we have, some of which enjoy greater name recognition with customers and prospective customers than spas operated by us. Also, a number of these spa operators may have greater resources than we do. Further, some hotel operators provide spa services themselves.

 

The post-secondary education market is highly competitive. Our post-secondary massage and beauty schools compete with providers of similar instruction in the states in which they are located and elsewhere in the United States, including many providers with greater resources than ours. Our schools face competition from, among others, traditional public and private two-year and four-year colleges and universities and other proprietary schools, including those that offer online education programs, as well as from military service and other immediate employment after secondary education. Some public institutions are able to charge lower tuition than our schools, due in part to government subsidies, government and foundation grants, tax deductible contributions and other financial sources not available to proprietary schools such as ours. Lower tuition by our competitors could limit our ability to increase or maintain student enrollment if we increase our tuition charges.

 

There are many competitors in the beauty products industry. Our product sales compete with a variety of other brands, including those of manufacturers with greater resources than ours, and those with greater name recognition. Our success depends on the appeal of our products to a broad range of customers whose preferences cannot be predicted with certainty and are subject to change, and on our ability to develop new products through product innovations and product line extensions. We may incur expenses in connection with product development, marketing and advertising that are not subsequently supported by a sufficient level of sales, which could negatively affect our results of operations.

 

The cosmetic services industry (including laser hair removal, PicoSure tattoo removal, Ultherapy, facial rejuvenation services, body contouring services, and medi-spa and cosmetic services) is highly competitive with many competitors throughout the United States, including physicians in single and multi-specialty practices, medical spas and independent spa services businesses. Some of those competitors offer the same services (including competitors who charge less for such services than we do) and others also offer alternative services which are less expensive than the cosmetic procedures we offer, including waxing, electrolysis and facials.

 

If we are unable to compete effectively in one or more areas of our operations, our results of operations and financial condition could be adversely affected.

 

 
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Risks of Non-United States Operations

 

A total of four of our hotel spa operations are located on the Indonesian island of Bali, which, along with the Indonesian capital of Jakarta, has been the site of terrorist attacks. In 2012, the Maldives experienced general political unrest and spas (including those operated by us) were temporarily ordered closed. Countries where we currently or may in the future operate spas have in the past experienced, and may in the future experience, adverse developments in the political and economic environment, varying governmental regulations, foreign currency fluctuations and potential adverse tax consequences. In addition, we may experience investment restrictions or requirements, diminished ability to legally enforce our intellectual property and contractual rights and commercial instability caused by corruption in one or more of the foreign countries in which we operate. Our international operations also may be subject to adverse changes in foreign exchange restrictions, and changes in or application of foreign taxation structures, including duties and value-added taxes. Such adverse developments, among other things, could limit visitors to our spas and prevent us from adequately supervising these operations, and any of these factors could have a material adverse effect on our results of operations and financial condition.

 

Certain locations in Asia where we operate spas lack a local workforce with adequate training. Bringing in trained spa employees from elsewhere is sometimes difficult due to applicable immigration rules.

 

Severe Weather Can Disrupt Our Operations

 

We operate spas in the Caribbean, the Pacific, Asia and other locations which have in the past, and may in the future, be subject to severe weather conditions, including hurricanes, earthquakes and other destructive storms. In addition, hurricane conditions caused us to temporarily close certain of our North American spas during 2011. Similar storms or other destructive natural occurrences affecting the areas in which we, or the cruise lines we serve, have operations could materially adversely affect our results of operations and financial condition.

 

Risk of Early Termination of Land-Based Spa Agreements

 

A number of our land-based spa agreements provide that landlords may terminate the agreement prior to its expiration date (provided, in some cases, that we receive certain compensation with respect to our build-out expenses and earnings lost as a result of such termination). While we always attempt to negotiate the best deal we can in this regard, we cannot assure you that we will be able to successfully negotiate a termination fee in any of our future agreements or that any amounts we would receive in connection with such termination accurately reflects the economic value of the assets we would be leaving behind as a result of such termination. In addition, in the event of certain terminations of an agreement with a land-based venue, such as by the venue operator after our breach of an agreement, or as a result of the bankruptcy of a venue, even if we have a provision in our agreement providing for a termination payment, we could receive no compensation with respect to build-out expenditures we have incurred.

 

We also attempt to obtain terms in our land-based spa agreements that protect us in the event that the lessor's lender forecloses and takes over the property in question. However, we cannot always obtain such protective "non-disturbance" terms. In the event that the lender to a land-based venue owner under an agreement where no such non-disturbance term is included forecloses on that property, our agreement could be terminated prior to the expiration of its term. In such case, in addition to the loss of income from that spa, we could lose the residual value of any investment we made to build out that facility.

 

We May Have Insufficient Liquidity to Take Advantage of Some Available Opportunities

 

We have been required, in connection with a number of our hotel spa agreements, to incur the cost of the build-out of all or a portion of the hotel spa facilities in amounts up to $21.8 million (including an advance of $6.2 million to cover construction costs), including, in 2011, $5.2 million for the spa at the Tropicana Las Vegas Hotel and Casino. Any spas we may wish to operate in the future could require build-out expenditures, and we cannot assure you that we would have available sufficient resources to take advantage of any such opportunity. We also cannot assure you that any such investment will yield a beneficial return to us.

 

We also may seek acquisitions or other opportunities to grow our business which would require us to expend funds, possibly significant amounts, such as our acquisitions of Bliss and Ideal Image. Each of those acquisitions required us to obtain new funding arrangements and subjected us to restrictions on capital expenditures, and such restrictions are in effect under our current credit facility. Other limitations on capital expenditures, or on other operational matters, could apply in the future. Additionally, our cash flow from operations may not be sufficient to be able to take advantage of all otherwise favorable opportunities to operate hotel spas or effectuate other potentially favorable transactions. Generally, as long as we have certain bank agreements outstanding, if we exceed our currently anticipated capital expenditures or our cash flow from operations is less than anticipated, we would need to seek concessions from our lender and/or additional equity or debt financing to fund our business plan. Additional financing, including a new credit facility, may not be available on commercially acceptable terms or at all.

  

 
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Risks Relating to Build-out and Opening of Our Land-Based Facilities

 

In connection with new land-based spas we may seek to operate in the future, we may wish, or be required, to build out all or a portion of the spa's facilities at our own expense as described in the immediately preceding section. Such build-outs involve risks to us, including the following:

 

 

The commencement of the build-outs generally cannot begin until the venue owner has completed its own construction around the premises of the proposed spa. We have no control over that process. The build-out process, as well as weather-related postponements and other factors affecting construction projects generally, could delay our spas' opening dates from those which we may have announced to the public and could result in a loss of revenue to us.

 

 

If the land-based venue or operator owner files for bankruptcy or otherwise has financial problems prior to the opening of the spa, the spa may never commence operations. We may lose substantial funds expended on the build-out to that point if we lose our rights to build out and/or operate that spa as a result of a bankruptcy or similar proceeding. For example, the parent company of two of the hotels where we operate luxury spas has filed for protection under Chapter 11 of the Bankruptcy Code. While that hotel was subsequently sold to a new owner and we continue to conduct our operations there, we cannot assure you that our operations at other facilities we operate will not be subject to bankruptcy proceedings or other financial problems. Such proceedings or other problems at a land-based spa could have a material adverse effect on our operations at that venue.

 

In addition, openings of new land-based spas may be delayed for reasons not related to build-outs. Among other things, adverse local economic or political conditions, hostility in the region, unavailability of labor or outbreaks of illnesses could delay commencement of our operations at land-based spas beyond the dates which we may have announced to the public.

 

The construction and bankruptcy risks related to spa venue owners are also applicable to the build-out and openings of new schools that we propose to operate. In addition, the regulatory approvals required for our schools and the need to recruit for appropriately licensed personnel for our Ideal Image centers could also cause delays in proposed and announced opening dates for these facilities.

 

Risks Related to Quality of Training at Our Schools

 

Prospective employers of graduates of our schools require new employees to have received training reflecting the latest methods for performing the services involved. If our training is unable to keep pace with the constantly changing demands of providers and consumers in the massage and skincare areas, this could adversely affect the ability of our students to find employment after completing their training with us, which could, in turn, have an adverse effect on our ability to attract students.

 

Risks Related to Student Enrollment and Retention and Faculty Retention at Our Schools

 

In order for our schools to be successful, we must enroll and retain students at rates which would support such success. While we use a variety of means to market our schools to prospective students, among other things, the competition for students among schools similar to ours and other types of post-secondary schools is intense. The failure to maintain student enrollment and retention rates at sufficient levels could adversely affect the results of operations and financial condition of our schools. The July 2011 DOE Regulations regarding incentive compensation have had, and are expected to continue to have, an adverse effect on student enrollments and could have an adverse effect on student retention.

 

The continued tightening of credit markets have resulted in some providers of loans ceasing to provide loans to students or reducing the availability and attractiveness of loans to students, including high credit risk individuals who would not otherwise be eligible for credit-based loans. To the extent that significant student loan providers continue to further restrict or cease their student lending activities, our results of operations and financial condition could be materially adversely affected. In addition, if prospective students of ours consist, to a significantly greater extent than our current student body, of higher credit risk individuals, those students could have difficulty obtaining financing for their tuition payments to us and this could materially adversely affect our results of operations and financial condition.

 

 
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We offer payment plans to help students pay that portion of their education expense not covered by financial aid programs, including plans under which these balances are unsecured and not guaranteed. As a result of the July 2011 DOE Regulations and a reduction in the availability of other financing alternatives for our students, the number of our students utilizing these payment plans has increased. Losses related to unpaid student balances could have a material adverse effect on the results of operations and financial condition of our schools. We are required to comply with federal and state laws applicable to payment plans and are subject to oversight and enforcement by federal and state agencies with respect to our lending and other activities. The loss of our ability to offer these payment plans to students as a result of being penalized for failing to comply with the applicable laws and regulations governing such payment plans or as a result of changes in the applicable laws or regulations that would preclude us from offering these plans could have a material adverse effect on our results of operations and financial condition.

 

The success of our schools also depends on our ability to attract and retain sufficient numbers of faculty members with appropriate qualifications and experience, and we can provide no assurance that we will be able to retain such faculty when, and in the locations, needed.

 

Inability of our Graduates to Obtain Professional Licenses or Certification in Their Chosen Field of study Could Result in Declining Enrollments and Revenues or Student Claims Against us.

 

Many of our students require professional licenses and certifications in order to obtain employment in their chosen fields. Many factors affect a student’s ability to become licensed, including whether the student’s program and institution are accredited by a particular accrediting commission or approved by a professional association or by the state in which the student seeks employment, passage of licensure examinations and the student’s own qualifications. If one or more states or  local governments deny licenses, certifications or employment eligibility to a significant number of our students, or if there is a significant delay in the processing of licensure applications for a significant number of our students, our reputation could be harmed and we could be subject to regulatory concerns and declining enrollments in those institutions or programs, or face student claims or litigation that could negatively affect our revenues and results of operations.

 

High Interest Rates Could Adversely Affect Our Ability to Attract and Retain Students

 

Any future increases in interest rates result in a corresponding increase in the cost to some of our existing and prospective students of financing their education. This could result in a reduction in the number of students attending our schools and could adversely affect our schools' results of operations and financial condition. Higher interest rates also could contribute to higher default rates with respect to our students' repayment of loans. Higher default rates may, in turn, adversely impact the eligibility of a school to participate in the Title IV Programs and/or the willingness of private lenders to make private loan programs available to students who attend certain schools, which could result in a reduction in the number of students attending those schools.

 

Hostilities May Adversely Impact Our Financial Results

 

The cruise lines we serve operate in waters and call on ports throughout the world and our land-based spas are located in a variety of countries. These waters and countries include geographic regions that, from time to time, experience political and civil unrest and armed hostilities. In recent years, cruise ships, including those we serve, have experienced attempted pirate attacks off the coast of Africa. In addition, in past years, our hotel spa operations in Asia have been adversely affected by terrorist bombings. Political unrest in areas where we operate spas also has adversely affected our operations and continued political unrest in the Middle East has adversely affected the travel industry in that region. The threat of additional attacks and of armed hostilities internationally or locally may cause prospective travelers to cancel their plans, including plans for cruise or land-based venue vacations. Weaker cruise industry and land-based venue performance could have a material adverse effect on our results of operations and financial condition.

 

 
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Risks to our Operations Related to Weather

 

A number of our Schools division campuses and Ideal Image centers are located in Florida, which, from time to time, experiences severe hurricanes. Such hurricanes cause businesses in that state, including some of our locations, to close for varying periods of time. We also have Schools division campuses and Ideal Image locations located in states that experience other severe weather occurrences. In the winter of 2015, our Mid-Atlantic, Baltimore, Boston, Hoboken and Pennsylvania campuses were forced to close during severe winter storms that affected multiple regions in the United States. This severe weather also has caused us to close a number of our Ideal Image centers and Bliss locations for various periods of time. In the fall of 2012, our Hoboken, New Jersey Schools division campus was closed for approximately a month as a result of Hurricane Sandy and in almost every year during the winter months, including during the current winter, one or more Schools division campuses and Ideal Image centers are impacted to some extent by heavy snow and/or other severe weather conditions, resulting in closures from time to time. To the extent that these types, or any other type, of severe weather occurs again in states where we operate our schools and Ideal Image centers, some of those locations could be required to close for periods of time which could, particularly if such severe weather results in damage to our facilities, materially adversely affect the results of operations and financial condition of our schools and Ideal Image operations. Prolonged closings of our facilities due to adverse weather (or otherwise) also could adversely affect our ability to successfully market our schools to prospective students and Ideal Image customers.

 

Impact of Economy on Our Schools

 

We believe that many students pursue post-secondary education to be more competitive in the job market. The perception of the economy by prospective students of our Schools can impact our Schools by influencing their perception of job prospects, placement rates and the willingness of students to incur loans to pay for post-secondary education, which could have a material adverse effect on the results of operations and financial condition of our Schools, as enrollment and our ability to maintain minimum job placement rates required by our accrediting agencies and, in some cases, by our state licensing agencies, would suffer. A recurrence of the economic slowdown experienced in certain prior years also can adversely affect the ability of our students to repay their student loans. This would hurt us because default rates on government insured loans are a criterion to be met to maintain our eligibility to participate in the Title IV Programs and defaults on loans directly from us to students reduce our revenues.

 

Government Regulation - General

 

As described in more detail below, we are subject to a variety of governmental regulations with respect to our various operations. In addition to the requirements and limitations that these regulations currently impose on us, these regulations are subject to change that could further limit our activities. Additional regulations also could be adopted in the future that could add further requirements and/or limitations with respect to our business.

 

Government Regulation – Schools

 

Failure of our Schools to Comply with Extensive Regulations Could Result in Monetary Liabilities and Other Adverse Consequences. 

 

We derive a large portion of our massage and beauty school revenue from students participating in the Title IV Programs. The majority of our students rely on federal student financial assistance received under the Title IV Programs to help pay for the cost of their education. In order to provide eligible students with access to Title IV Program funds, our schools must be eligible to participate in the Title IV Programs. Among other things, in order to participate in the Title IV Programs, each school must be accredited by an accrediting agency recognized by the DOE, legally authorized to provide post-secondary educational programs in the state in which it is physically located, and certified by the DOE as part of an eligible institution. These approvals, accreditations, and certifications must typically be renewed from time to time with the applicable agencies.

 

Consequently, each of our schools is subject to the extensive requirements of the HEA and the regulations promulgated by the DOE, as well as to the separate requirements of its respective state licensing and accrediting agencies. These regulatory requirements cover virtually all phases of our operations, including our educational programs, facilities, instructional and administrative staff, administrative procedures, marketing and recruiting, financial operations, payment of refunds to students who withdraw from school, acquisitions or openings of additional schools, additions of new educational programs and changes in our corporate structure. Any failure to comply with the HEA or DOE regulations, state laws or regulations, or accrediting body standards could subject any or all of our schools to loss of eligibility to participate in the Title IV Programs, loss of state licensure or accreditation, monetary liabilities with respect to funds determined to have been improperly disbursed, fines or other sanctions. Because the DOE periodically revises its regulations and changes its interpretations of existing laws and regulations, we cannot predict with certainty how Title IV Program requirements will be applied in all circumstances or whether each of our schools will be able to comply with all of the requirements in the future. Because a majority of our students pay their tuition with financial assistance from the Title IV Programs, the continued eligibility to participate in these programs is critical to the success of our schools. Increased regulation in recent years related to the operations of our schools has required us to increase the amount of funds we spend on compliance-related matters. Any loss or limitation on the eligibility of our schools to participate in the Title IV Programs could adversely affect our schools' results of operations and financial condition.

 

 
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Compliance Reviews

 

Because our schools operate in a highly regulated industry, we are subject to audits, compliance reviews, inquiries, complaints, investigations, claims of non-compliance and lawsuits of federal and state governmental agencies and accrediting bodies, present and former students and employees and other third parties who may allege violations of any regulatory requirements applicable to our schools. The HEA and its implementing regulations also require that an institution's administration of Title IV Program funds be audited annually by an independent accounting firm. The resulting audit report must be submitted to the DOE for review. If the results of any such reviews or claims by the DOE or other individuals or entities are unfavorable to us, we may be required to pay money damages or be subject to fines, operational limitations, loss of federal funding, loss of state licensure or accreditation, or other sanctions. Even if we adequately address issues raised by any such claims or actions, we may have to devote significant financial and management resources to do so. In addition, claims that we failed to comply with applicable rules, even if without basis, could lead to adverse publicity about our schools, which could adversely affect our schools' results of operations and financial condition. Although we endeavor to comply with all federal and state laws and implementing regulations, we cannot guarantee that our interpretation of the relevant rules will be upheld by the DOE or other agencies, or upon judicial review.

 

Administrative Capability

 

Regulations adopted by the DOE specify criteria an institution must satisfy to establish that it has the requisite "administrative capability" to participate in the Title IV Programs. These criteria require, among other things, that the institution comply with all applicable federal student financial aid regulations; have capable and sufficient personnel to administer the federal student financial aid programs; have acceptable methods of defining and measuring the satisfactory academic progress of its students; provide financial aid counseling to its students; and submit all reports and financial statements required by the regulations.

 

If an institution fails to satisfy any of these criteria, or any other of the legal and regulatory requirements of the Title IV Programs, the DOE may require the repayment of federal student financial aid funds improperly disbursed or retained; transfer the institution from the "advance" system of payment of federal student financial aid funds to the "reimbursement" system of payment or "cash monitoring;" place the institution on provisional certification status; or commence a proceeding to impose a fine or to limit, suspend or terminate the participation of the institution in the Title IV Programs.

 

If one or more of our schools loses or is limited in its access to, or is required to repay, federal student financial aid funds due to a failure to demonstrate administrative capability or to comply with other requirements of the Title IV Programs, our schools business could be materially adversely affected.

 

Legislative and Regulatory Action

 

The Title IV Programs, under which most of our schools' students receive federal student financial assistance, are subject to political and budgetary considerations. The HEA, which authorizes the Title IV Programs, is subject to reauthorization on a periodic basis. The HEA was last reauthorized through September 30, 2014, but was automatically extended through September 30, 2015. The HEA also is subject to amendment at any time by Congress. We cannot predict when or the extent to which the HEA might be amended during the reauthorization process or at any other time. In addition, funding is subject to annual appropriations bills and other laws. Accordingly, there is no assurance that funding for the Title IV Programs will be maintained at current levels. In addition, the DOE could take regulatory actions that could require us to adjust our practices or could limit or impact our Title IV Program eligibility. The loss of, or a significant reduction in, Title IV Program funds would have a material adverse effect on the results of operations and financial condition of our schools, because the schools' student enrollment would be likely to decline, as many of our students would be unable to finance their education without the availability of Title IV Program funds.

 

 
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In December 2011, the Consolidated Appropriations Act, among other things, eliminated federal student aid eligibility, with certain exceptions, for all students who first enroll on or after July 1, 2012 and who do not have a certificate of graduation from a school providing secondary education or the recognized equivalent of such a certificate. As a result, many of these students, who would have qualified to receive Title IV Program funds as "ability-to-benefit" students, are not eligible for Title IV Program assistance under the new law and may be unable to enroll in our institutions without the ability to qualify for Title IV Program funds. The inability of these "ability-to-benefit" students to enroll in our institutions has adversely affected, and is expected to continue to adversely affect, our schools' results of operations and financial condition.

 

State Regulation and Accreditation

 

Our schools are also subject to state-level regulation and oversight by state licensing agencies, whose approval is necessary to allow an institution to operate and grant degrees or diplomas. Our schools also must be legally authorized to offer post-secondary educational programs of instruction in the states in which they are physically located in order to participate in the Title IV Programs. State laws vary from state to state, but, generally, require schools to meet tests relating to financial matters, administrative capabilities, faculty qualifications, educational criteria, location and nature of facilities, new programs and student instruction, marketing and recruitment, and the rates at which students complete their programs and the rates at which students are placed into employment. Any failure by one of our schools to maintain state authorization would result in that school being unable to offer educational programs and students attending the campus being ineligible for the Title IV Programs.

 

The July 2011 DOE Regulations amended the requirements for an institution to be considered "legally authorized" in a state. In some cases, the regulations require states to revise their current requirements and/or to license schools in order for institutions to be deemed legally authorized in those states and, in turn, to participate in the Title IV Programs. If the states do not amend their requirements where necessary and if schools do not receive approvals where necessary that comply with these new requirements, then the institution could be deemed to lack the state authorization necessary to participate in the Title IV Programs. The DOE has not published a list of states that meet, or fail to meet, the above requirements, and it is uncertain how the department will interpret these requirements in each state. Therefore, although we have endeavored to comply with these new regulations, we cannot guarantee that our interpretation of the relevant regulations will be upheld by the DOE or other agencies, or upon judicial review.

 

In addition, the DOE announced its intent to consider new regulations regarding state authorization for programs offered through distance education beginning with a negotiated rulemaking committee convening in February 2014, but, to date, the Department has not published proposed or final regulations on this subject. We cannot predict the ultimate content of any new regulations that may emerge from this process or the potential impact of such regulations on us or our institutions.

 

We have obtained accreditation and state approvals for our Arlington, Texas campus and have obtained approval from the DOE for the campus to participate in the Title IV Programs. In order to be eligible to participate in the Title IV Programs, the campus must, among other things, meet DOE requirements for being considered “legally authorized” in the State of Texas. If the DOE determines that a state agency’s approval does not comply with DOE requirements, the DOE has established a process under which the effective date of the requirements will be extended through June 30, 2015 if the state provides an explanation of how an additional one-year extension will permit the state to finalize its procedures so that the approvals provided to institutions comply with state authorization requirements and requests such extension.

 

The DOE has approved the Arlington campus to participate in the Title IV programs. The DOE had previously notified us on August 4, 2014 that it had denied the application for DOE approval of the Arlington campus to participate in the Title IV programs based on the DOE’s conclusion that documentation of the authorization from the Texas Department of State Health Services (“DSHS”) was insufficient to demonstrate compliance with DOE requirements and based on the documentation from DSHS not containing the required explanation or extension request as referenced above. We subsequently requested the DOE to reconsider its determination based in part on additional documentation that we provided. The DOE responded by granting an extension of the effective date of the state authorization rule requirements until June 30, 2015 and approving the Arlington campus to participate in the Title IV programs.

 

 
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We also have two other campuses in Texas (Richardson and Houston) that have approvals from DSHS and that DOE recently approved in 2014 for continued participation in the Title IV Programs. Those two campuses, together with the Arlington campus, represent 14% of the total student population of our schools. If Texas does not change its law to clarify the authority of DSHS in a manner that complies with the state authorization rule of the DOE by June 30, 2015 and if the DOE does not grant a further extension of the effective date of the state authorization rule requirements, we could lose our authority to disburse Title IV funds to students enrolled at our three campuses in Texas, which would have a material adverse effect on our business, results of operations and financial condition.

 

Accreditation

 

Each institution must be accredited by an accrediting agency recognized by the DOE. Accreditation is a non-governmental process through which an institution submits to a qualitative review by an organization of peer institutions. Accrediting agencies examine the academic quality of the institution's instructional programs as well as other aspects of its operations such as administrative and financial operations. Accrediting agencies must adopt specific standards in connection with their review of post-secondary educational institutions to be recognized by the DOE. All of our schools are institutionally accredited by an accrediting agency recognized by the DOE. The DOE relies on the determinations of accrediting agencies as to whether an institution's programs are of sufficient quality for participation in the Title IV Programs. In addition, three of our schools have specialized programmatic accreditation for particular educational programs.

 

One of the criteria for accreditation is based on the ability of a school's graduates to obtain employment in their fields. The programs at our schools require our graduates to obtain a license in almost every state in order to perform the services for which they received their training. Failure to so obtain licenses would prevent students from working in their fields of study which could, if this were to occur to a significant number of our graduates, among other things, have an adverse impact on our operations as a whole.

 

Accrediting agencies conduct regular reviews of the institutions they accredit. If an accrediting agency believes that an institution may be out of compliance with accrediting standards, it may place the institution on probation or a similar warning status or direct the institution to show cause why its accreditation should not be revoked. The institution is then given the opportunity to respond before the institution loses accreditation. The institution may demonstrate that the concern is unfounded, that it has taken corrective action to resolve the concern or that it has implemented an ongoing plan of action which is deemed appropriate to resolve the concern. The accrediting agency may then vacate the probation or show cause order, continue the probation or show cause order, seek additional information through reports required of the institution, or if the agency's concerns are not resolved, withdraw accreditation from the institution.

 

The Utah College of Massage Therapy (comprised of nine campuses) is accredited by ACCET. In July 2013, a total of eight programs at six campuses were subject to a programmatic show cause directive by ACCET, which requires an institution to demonstrate why the accreditation of these programs should not be withdrawn. Since July 2013, a total of 15 programs at eight campuses have been subjected to programmatic show cause at a point in time.

 

In December 2013, ACCET considered the application for reaccreditation of the Utah College of Massage Therapy and notified the institution that it voted to continue the institution’s accredited status pending further review at its April 2014 meeting and to issue an institutional show cause directive requiring the institution to show good cause why its accreditation should not be withdrawn. The institutional show cause was due primarily to job placement rates (and completion rates for certain programs). ACCET accreditation standards include a requirement that an accredited institution and its individual educational programs place a minimum percentage of graduates into qualified jobs with within a specified timeframe. The December 2013 notice from ACCET also identified several other issues in need of further clarification and/or resolution.

 

ACCET subsequently withdrew the institutional show cause action in April 2014. In its December 2014 meeting, ACCET voted to defer further consideration of the application for reaccreditation of the Utah College of Massage Therapy with good cause until April 2015 and reduced the number of programs under programmatic show cause to three massage therapy educational programs and also informed the institution to cease enrollments at four esthetics programs at its campus in Arizona while each program remained on programmatic show cause.

 

 
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The actions taken in the December 2014 notice are based primarily on job placement rates that are below the minimums required by ACCET’s accreditation standards. We believe that job placement rates in these programs have been adversely impacted by, among other factors, the length of time and cost that it takes for a graduate to obtain professional licensure. The process of obtaining professional licensure can include several steps such as passage of a national examination and payment of applicable test fees, payment of application fees, passage of background checks (and payment of applicable fees) and satisfaction of other requirements, all of which vary from state to state. Moreover, the ultimate approval of a graduate's application for professional licensure is generally not subject to a specific timeline and is typically controlled by a state agency. We believe these factors have adversely impacted the length of time it takes for a graduate to become licensed. As a professional license is generally a prerequisite for employment in both the massage and skin care fields, we believe the length and cost of the licensure process has had a negative impact on the institution's job placement rates, within the timeframes established within ACCET’s standards.

 

We intend to submit a response to ACCET explaining why the accreditation of the three massage therapy and four esthetics educational programs currently on show cause should not be withdrawn, and why the four esthetics programs should not be required to continue ceasing enrollments, based on the job placement and other issues identified in the December 2014 notice. We cannot assure you that ACCET will agree with our position or will not take further action against the institution such as withdrawal of the accreditation of the three massage therapy educational programs, continuing to prohibit enrollments in and require the teach-out of the four esthetics programs, and/or taking other actions against the institution and/or its educational programs. Since accreditation is required for an institution or one of its educational programs to be eligible to participate in the federal student financial aid programs, the failure by this school to satisfactorily resolve this order could have a material adverse effect on our schools' business, results of operations and financial condition.

 

In October 2014, COMTA notified the Virginia School of Massage ("VSM") that it had placed the school on probation based primarily on completion and job placement rates. In January 2015, COMTA notified VSM that is has accepted its improvement plan for placement rates but has added a status of Show Cause primarily related to completion rates. While we believe we have strong arguments, and are in the process of submitting a response to the probation and show cause order, we cannot assure you that COMTA will agree with those arguments or will not take further action against the school, including withdrawal of accreditation. VSM is institutionally accredited by ACCSC and relies on accreditation by ACCSC, not COMTA, in order to be eligible to participate in the federal student aid programs. VSM is not required to maintain COMTA programmatic accreditation in order for its graduates to obtain professional licensure, although the loss of COMTA accreditation could impact the reputation of VSM's programs or could impact VSM's institutional accreditation or state licensure. Since institutional accreditation and state licensure are required for a program to be eligible to participate in the federal student financial aid programs, failure by this school to satisfactorily resolve this order could have a material adverse effect on our schools' business, results of operations and financial condition.

 

Impact of Adverse Industry Activities

 

In recent years, the operations of a number of companies in the for-profit post-secondary education industry have been subject to increased regulatory scrutiny. In some cases, allegations of wrongdoing resulted in investigations by Congress, federal and state law enforcement agencies and others. These allegations, reviews and investigations of other companies and the accompanying adverse publicity could have a negative impact on the post-secondary education industry as a whole, and our schools' business.

 

Change in Control Risks

 

Our growth strategy with respect to our schools includes consideration of acquisitions that we believe would be beneficial to us, such as our acquisitions in recent years of UCMT, CCMT and Cortiva. In addition to the risks applicable to all acquisitions, such as the risk of our inability to successfully integrate the acquired business with our existing operations, any proposed acquisition of an institution that participates in federal student financial aid programs requires that we seek approval from the DOE and applicable state agencies and accrediting authorities. A change of ownership or control of an institution can result in the temporary suspension of the institution's participation in the federal student financial aid programs unless a timely and materially complete application for recertification is filed with the DOE and the DOE issues a temporary certification document. The institution must also obtain final change of ownership approvals from the state licensing agencies and the accrediting authorities, as well as the DOE. If we are unable to obtain approvals from state agencies, accrediting agencies or the DOE for any institution we propose to acquire, the acquired schools would not be permitted to participate in federal student financial aid programs. Such failure could have a material adverse effect on the schools to be acquired and on our schools operations in general.

 

 
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Moreover, if we or one of our schools experiences a change of ownership or control under the standards of the DOE, applicable state agencies or accrediting agencies, we would be required to seek the approval of the relevant agencies. Transactions or events that could constitute a change of control include significant acquisitions or dispositions of our shares, acquisitions of schools from other owners, significant changes in the composition of a school's board of directors or certain other transactions or events, several of which are beyond our control. A change of control under the applicable standards would require the affected school to reaffirm or reapply for the applicable DOE certification, state authorization, or accreditation. In some cases, the approval must be obtained prior to the change of control. The failure of any of our schools to reestablish where necessary its DOE certification, state authorization or accreditation following a transaction involving a change of ownership or control would result in a suspension of operating authority, loss of accreditation, and/or suspension or loss of federal student aid funding.

 

We may also consider expanding our schools' operations through the creation of new schools or the establishment of branches in new locations of one or more of our existing schools, which expansion activities would subject us to the need for approval from the DOE and applicable state agencies and accrediting authorities, creating risks similar to the risks associated with acquisitions of new schools, as described above. If we open new schools or branch campuses of our existing schools or offer new programs before these new locations or program offerings receive the required regulatory approvals, our students at those schools or campuses, or in those programs, would not be eligible for Title IV financing.

 

July 2011 DOE Regulations

 

In October 2010, the DOE issued the July 2011 DOE Regulations, most of which became effective on July 1, 2011. The implementation of the July 2011 DOE Regulations have adversely affected the results of operations of our schools and have required us to change certain of our business practices and to incur costs of compliance associated with developing and implementing changes in operations. The July 2011 DOE Regulations have affected our student recruitment and enrollment by, among other things, reducing the financial aid or government sponsored loan amounts a student can receive and adversely impacting our ability to compensate certain employees, and such regulations may have other material effects on our schools' business, including limiting our ability to grow that business.

 

The DOE intends to use the negotiated rulemaking process during 2015 to develop new regulations on other topics. These regulations typically would be subject to a notice and comment period during which the public comments on proposed regulations and the DOE responds to comments and publishes final regulations. We cannot predict the ultimate content of any new regulations that may emerge from this process or the potential impact of such regulations on us or our institutions.

 

Gainful Employment Rules

 

In October 2014, the DOE issued final regulations on gainful employment requiring each of our educational programs to achieve threshold rates in two debt measure categories related to an annual debt to annual earnings ratio and an annual debt to discretionary income ratio. The various formulas are calculated under complex methodologies and definitions outlined in the final regulations and, in some cases, are based on data that may not be readily accessible to institutions. The regulations outline various scenarios under which programs could lose Title IV eligibility for failure to achieve threshold rates in one or more measures over certain periods of time ranging from two to four years. The regulations also require an institution to provide warnings to students in programs which may lose Title IV eligibility at the end of an award year. The final regulations also contain other provisions that, among other things, include disclosure, reporting, new program approval, and certification requirements.

 

The final regulations have a general effective date of July 1, 2015. The new regulations could require us to change or eliminate certain programs or result in the loss of our students’ access to Title IV federal student aid for impacted programs, which could have an adverse effect on our schools' business.

  

 
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"90/10 Rule"

 

Under this rule, an institution (including any of its additional locations) will cease to be eligible to participate in the Title IV Programs if, on a cash accounting basis, the institution derived more than 90% of its revenues (as calculated under the HEA and DOE regulations) from the Title IV Programs for each of two consecutive fiscal years. An institution which fails to satisfy the 90/10 Rule for one fiscal year is placed on provisional certification and may be subject to other sanctions. If one of our institutions fails to comply with the 90/10 Rule, the institution (including its main campus and all of its additional locations) could lose its eligibility to participate in the Title IV Programs. Since the expiration of such relief, we have experienced adverse effects on our ability to comply with this rule and may experience an increase to such adverse effects on our ability to comply with this rule in the future. Moreover, if Congress or the DOE were to modify the 90/10 rule by lowering the 90% threshold, counting other federal funds in the same manner as Title IV funds in the 90/10 calculation, or otherwise amending the calculation methodology (each of which has been proposed by some Congressional members in proposed legislation), these or other changes to the 90/10 Rule could adversely affect our ability to the comply with the 90/10 Rule.

 

Financial Ratios

 

An institution participating in the Title IV Programs must comply with certain measures of financial responsibility under DOE regulations. Among other things, an institution must achieve an acceptable composite score, which is calculated by combining the results of three separate financial ratios. If an institution's composite score is below the minimum requirement, but above a designated threshold level, such institution may take advantage of an alternative that allows it to continue to participate in the Title IV Programs for up to three years under certain "zone alternative" requirements, including additional monitoring procedures and the heightened cash monitoring or the reimbursement methods of payment (the latter method would require the school to cover the costs of a student's enrollment and then seek reimbursement of such costs from the DOE). If an institution's composite score falls below this threshold level or is between the minimum for an acceptable composite score and the threshold for more than three consecutive years, the institution will be required to post a letter of credit in favor of the DOE in order to continue to participate in the Title IV Programs and may be subject to zone alternative and other requirements.

 

While currently none of our schools are required to post such DOE letter of credit or accept such other conditions, if our schools fail to satisfy the applicable standards in the future, any required letter of credit, if obtainable, and any limitations on our participation in federal student financial aid programs, could adversely affect the results of operations of our schools.

 

Default Rates

 

Our institutions (including their main campuses and all additional locations) could lose their eligibility to participate in some or all of the federal student financial aid programs if their cohort default rates fail to remain below statutory and regulatory benchmarks. For each federal fiscal year, the DOE calculates for each institution participating in the Title IV Programs a "cohort default rate" measuring the percentage of students who default on certain Title IV loans under a methodology prescribed under the HEA and DOE regulations. Under current law, the cohort default rate for the fiscal year is based on the percentage of students who enter into repayment on a FFEL or Direct Loan during the fiscal year and default on the loan on or before the end of the fiscal year or the subsequent two federal fiscal years. An institution may lose its eligibility to participate in some or all the Title IV Programs if, for each of the three most recent federal fiscal years for which information is available, 30% or more of its students who became subject to a repayment obligation in that federal fiscal year defaulted on such obligation by the end of the federal fiscal year or the subsequent two federal fiscal years. In addition, an institution may lose its eligibility to participate in some or all the Title IV Programs if its cohort default rate exceeds 40% in the most recent federal fiscal year for which default rates have been calculated by the DOE. An institution whose cohort default rate equals or exceeds 30% for two of the three most recent federal fiscal years for which rates have been issued by the DOE may be placed on provisional certification by the DOE.

 

The continuing economic slowdown could have an adverse impact on the ability of students to make repayments, thus increasing our schools' default rates. If any of our schools were to lose eligibility to participate in federal student financial aid programs because of high student loan default rates, it could have a material adverse effect on the results of operations and financial condition of our schools.

 

 
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Impermissible Recruiting, Admissions or Financial Aid Payments

 

Schools participating in the Title IV Programs may not provide any commission, bonus or any other incentive compensation based directly or indirectly on success in securing enrollment or financial aid to any person or entity, engaging in any student recruitment or admission activity or making decisions regarding the awarding of Title IV Program funds. The law and regulations governing this requirement do not establish clear criteria for compliance in all circumstances. Moreover, the July 2011 DOE Regulations eliminated all 12 safe harbors and thereby reduced the scope of permissible payments under the rule and expanded the scope of employees subject to the rule. The DOE stated when it published the final regulations that it did not intend to provide private guidance regarding particular compensation structures in the future and will enforce the incentive compensation rule as written. We cannot predict how the DOE will interpret the rule, but, in any event, we have had to modify some of our compensation practices as a result of the elimination of the safe harbors. These modifications have affected our ability to appropriately compensate and retain our admissions representatives and other officers and employees, as well as affected our enrollments, both of which have had and could continue to have a material adverse effect on the results and operations and financial condition of our schools. In addition, if the DOE determined that our compensation practices violated these standards, the DOE could subject our schools to monetary fines or penalties or other sanctions. Any substantial fine, penalty or other sanction against our schools could have a material adverse effect on our schools' results of operations and financial condition.

 

Government Regulation – Labor and Security Matters

 

We are subject to applicable labor-related laws and rules based on maritime conventions and the laws of various jurisdictions which govern the ships we serve with respect to our shipboard (including on one United States-based ship, which is subject to United States law) and land-based staff. New rules under the Maritime Labour Convention 2006 add requirements as to the hiring, training and hours of work and compensation of shipboard employees. These rules became effective in August 2013 and have significantly increased our expenses associated with our shipboard employees.

 

In addition, many of the cruise ships we serve call on United States ports and are, therefore, subject to security requirements which have increased in recent years. These requirements, as well as additional legislation or regulations that may be enacted in the future, could increase the cruise industry's cost of doing business, which could adversely affect that industry.

 

Government Regulation - Products

 

Our advertising and product labeling practices in the United States are subject to regulation by the Federal Trade Commission and the Food and Drug Administration, as well as various other federal, state and local regulatory authorities. To the extent that the packaging or promotional materials for our products are deemed to be making claims of medical efficacy, this could result in closer scrutiny by regulatory authorities. If government regulators were to determine that any of our products were being sold through exaggerated claims of medical efficacy, among other things, sales of such products in the United States could be barred. The contents of our products that are sold in the United States also are subject to regulation in the United States. We are subject to similar regulation under the laws of the United Kingdom and certain European Union laws. Federal, state and local regulations in the United States and non-United States jurisdictions, designed to protect consumers or the environment, could increase the cost of, or otherwise materially adversely affect, the advertising, manufacturing and packaging of our products and can subject us to liability in private civil lawsuits. Our products also are subject to rules relating to importation and sales in a number of the countries where we sell our products. These regulations require us to expend resources related to compliance with these rules in order to be able to import and/or sell our products in those countries.

 

Government Regulation - Ideal Image

 

Corporate Practice of Medicine Prohibitions Could Limit Ideal Image's Business 

 

The laws in many of the states in which we operate, or may in the future operate, Ideal Image centers, prohibit business entities from practicing medicine and from exercising control over or employing physicians who practice medicine. This corporate practice of medicine prohibition is intended to prevent unlicensed persons from interfering with or inappropriately influencing a physician's professional judgment. These and other laws may also prevent fee-splitting, which is the sharing of professional service income with non-professional or business interests. The interpretation and enforcement of these laws vary significantly from state to state. Governmental authorities may determine that our relationships with our affiliated physicians and practice groups violate state corporate practice of medicine and fee-splitting prohibitions. In addition, governmental authorities could determine that we have not complied with new laws which may be enacted, rendering our arrangements illegal. If any of these events occur, Ideal Image could be subject to significant fines and penalties, or could be required to change the way it does business, which, in either case, could adversely affect the financial condition and results of operations of Ideal Image.

 

 
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Referral Fee Prohibitions Could Impair Ideal Image's Business

 

The laws in some of the states in which we operate or, may in the future operate, Ideal Image centers prohibit physicians and other health care providers from referring customers to centers in which the physician or other healthcare provider has a financial interest. Some states also have anti-kickback statutes which prohibit the payment for referrals. These laws may affect our ability to receive referrals from physicians with whom we have financial relationships, such as our medical directors. Some of these statutes include exemptions applicable to our medical directors and other physician relationships or for financial interests limited to shares of publicly traded stock. Some, however, include no explicit exemption for medical director services or other services for which we contract. If these statutes are interpreted to apply to referring physicians with whom we contract for medical director services, we may be required to terminate or restructure some or all of our relationships with, or refuse referrals from, these referring physicians or be subject to civil and administrative sanctions, including, but not limited to, refund requirements. Such events could cause physicians to not refer customers to our centers and could adversely affect our ability to procure the services of medical directors, each of which circumstances could materially adversely affect our Ideal Image business.

 

HIPAA

 

The Health Insurance Portability and Accountability Act of 1996 and its implementing privacy and security regulations, as amended by the federal Health Information Technology for Economic and Clinical Health Act (collectively referred to as "HIPAA"), requires us to provide certain protections to customers and their health information, including limiting the uses and disclosure of customer health information existing in any media form (electronic and hardcopy). HIPAA also requires us to implement administrative, physical and technical safeguards with respect to customer health information maintained in electronic format. HIPAA provides for monetary penalties up to an annual maximum penalty of $1,500,000 for violations by us or our employees, based on the nature and extent of the violation and the nature and extent of the harm. Any violation of HIPAA by us or one of our employees could lead to substantial penalties, which could adversely impact the conduct of our Ideal Image business as well as the results of operations and financial condition of that business.

 

Franchise Regulation Could Limit Our Ability to Take Certain Actions With Regard to our Franchisees

 

Ideal Image's franchise activities are subject to federal and state laws regulating the offer and sale of franchises and the dictating the nature of our franchise relationships. These laws impose registration requirements, extensive disclosure requirements and other requirements on the offer and sale of franchises. In some jurisdictions, the laws relating to the governance of franchise relationships impose fair dealing standards during the term of the franchise relationships and limitations on a franchisor like us, including with respect to termination or refusal to renew a franchise. Those laws may require us to retain an under-performing franchise, which we otherwise would not retain, which could adversely impact our revenues. While we currently do not anticipate offering any new Ideal Image franchise opportunities, we cannot predict the nature and effect of any future legislation or regulation on our franchise operations.

 

Government Regulation - Land-Based Spas

 

Our land-based spa operations are subject to applicable regulations in the locations where such operations are conducted, which requires our businesses and the individuals providing the services to be licensed. These regulations could adversely affect our ability to sell, or could increase the cost of, our services and products. Among other things, local immigration laws could impede our ability to obtain work permits needed for employees at our land-based spas. In addition, a number of countries have complex regulations related to importation of products, including our products, that we use or sell at our spas. Compliance with those regulations can be time-consuming and expensive. To the extent we would only be operating one spa in a country which has such a regulatory scheme, unless it were to be a very large spa, it may not be economically viable for us to use and sell our products at that spa. In such a case, locally available products of suitable quality may not be available to us on economically beneficial terms or at all as a replacement for our products. Accordingly, such product importation regulations could preclude us from operating spas in one or more countries where we otherwise believe such operations could be beneficial for us.

 

 
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Product Liability and Other Potential Claims Could Adversely Affect Us

 

The nature and use of our products and services could give rise to liability, including product liability, if a customer were injured while receiving one of our services (including those performed by students at our schools) or were to suffer adverse reactions following the use of our products. Adverse reactions could be caused by various factors beyond our control, including hypoallergenic sensitivity and the possibility of malicious tampering with our products. Guests at our spa facilities also could be injured, among other things, in connection with their use of our fitness equipment, sauna facilities or other facilities. If any of these events occurred, we could incur substantial litigation expense and be required to make payments in connection with settlements of claims or as a result of judgments against us. In addition, our product advertising claims have given rise, on occasion, to claims of misrepresentation. We have always denied the validity of such claims, and we believe our product-related representations are accurate and fair. However, we cannot assure you that we will not be subject to similar claims in the future.

 

We maintain insurance to cover a number of risks associated with our business. While we seek to obtain comprehensive insurance coverage at commercially reasonable rates, we cannot be certain that appropriate insurance will be available to us in the future on commercially reasonable terms or at all. Our insurance policies are subject to coverage limits, exclusions and deductible levels and are subject to non-renewal upon termination at the option of the applicable insurance company. Our inability to obtain insurance coverage at commercially reasonable rates for the potential liabilities that we face could have a material adverse effect on our results of operations and financial condition. In addition, in connection with insured claims, we bear the risks associated with the fact that insurers often control decisions relating to pre-trial settlement of claims and other significant aspects of claims and their decisions may prove to not be in our best interests in all cases.

 

We believe that our current coverage is adequate to protect us against most of the significant risks involved in the conduct of our business, but we self-insure or use higher deductibles for various risks. Accordingly, we are not protected against all risks (including failures by third party service providers such as insurance brokers to fulfill their duties), which could result in unexpected increases in our expenses in the event of certain claims against us.

 

As the types of services we offer increase, such as the additions of acupuncture, teeth whitening, medi-spa and cosmetic services, laser hair removal, tattoo removal, skin tightening services, facial rejuvenation and body contouring services, the potential for claims against us also could increase. We self-insure potential claims regarding certain of our medi-spa services.

 

High visibility claims also could cause us to receive adverse publicity and suffer a loss of sales, and, therefore, our results of operations and financial condition could be materially adversely affected in such cases.

 

We are, and may in the future be, subject to other legal proceedings, including claims presented as class actions. Litigation is subject to many uncertainties, and we cannot predict the outcome of individual matters with assurance. It is reasonably possible that the final resolution of these matters could have a material adverse effect on our results of operations and financial condition and cash flows.

 

We Face Risks Relating to the Financing of Ideal Image Services

 

Very few of Ideal Image's customers pay for their services in full in advance. Most Ideal Image customers pay for the services in one of the following ways: (i) through loans from a third party financing source which provides funding for the purchases to many of Ideal Image's customers, (ii) financing from other third party sources, for customers who have higher credit risk profiles (we are subject to recourse in the event of non-payment of these loans), (iii) payment for the services on a pro-rata basis each time a service is performed, (iv) monthly payments over the course of a 12 month period made by automatic deduction from a customer's credit card, (v) monthly payments over the course of an 18 month period made by automatic deduction from a customer's credit card, (vi) cash, checks and gift card redemptions and (vii) other payment terms that are extended by Ideal Image. Accordingly, unless customers use third party financing sources (we pay the bank fees for certain of these loans to our customers), we face the risk that Ideal Image's customers who agree to purchase services may, in fact, not fulfill their payment obligations in connection with such agreements.

 

 
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We rely on a single third party financing source to provide most of the funding for services purchased by customers of Ideal Image. That financing source is not required to make a loan to any particular Ideal Image customer. In addition, while we have an agreement with this provider, we cannot assure you of the continued availability of this financing source to provide funding for Ideal Image services. If this financing source were to cease providing such funding to Ideal Image customers and we were not able to find a replacement for such lender, Ideal Image would be required to provide, on its own behalf, financing alternatives to customers similar to those of our current primary customer lender or suffer a loss of customers and a reduction in our revenues. We provide no assurance that the single third party financing source relationship will continue. The cessation of this third party financing source relationship could have a material adverse effect on our results of operations and financial condition.

 

In addition, if interest rates increase or the primary financing source currently providing financing to Ideal Image's customers or other financial institutions decide to restrict credit to consumers in general or for our services specifically, our results of operations and financial condition could be materially adversely affected since many of Ideal Image's customers utilize third party financing to pay for services at Ideal Image.

  

The Financial Environment Could Put Our Cash at Risk

 

We maintain our cash and cash equivalents with reputable major financial institutions. Deposits with these banks exceed the Federal Deposit Insurance Corporation insurance limits and similar limits in foreign jurisdictions. While we monitor daily the cash balances in our operating accounts and adjust the balances as appropriate, these balances could be impacted if one or more of the financial institutions with which we deposit were to fail or become subject to other adverse conditions in the financial or credit markets. We can provide no assurance that access to our invested cash and cash equivalents will not be impacted by adverse conditions in the financial and credit markets.

 

Our Credit Facility Financing Could Restrict Our Activities

 

In 2011, we entered into a new credit facility in connection with our acquisition of Ideal Image. That agreement, as amended, contains certain affirmative, negative and financial covenants that could restrict us from taking actions which our management believes would be desirable and in the best interests of Steiner Leisure and its shareholders. These covenants would remain applicable even when there are no amounts outstanding under the credit facility.

 

Additionally, our ability to comply with these covenants could be affected by events beyond our control, and we may not be able to meet these covenants. A breach of any of these covenants could result in a default under the credit facility. Upon the occurrence of such a default, the outstanding principal, together with all accrued interest under our credit facility would, at the option of our lenders, become immediately due and payable. Substantially all of our assets are subject to a security interest in favor of the lenders under our credit facility. If we were unable to repay amounts that become due under the credit facility when such repayment is due, our lenders could proceed against the collateral granted to them to secure that indebtedness and/or accelerate the due date of our indebtedness, either of which actions could materially adversely affect our business and operations.

 

Need for Growth in Product Sales and Risk Relating to Retail Rollouts

 

In order for us to grow, we need to find additional sources of revenue. In addition to our acquisitions of Onboard, Ideal Image and Cortiva, we continue to place emphasis on growth in sales of our principal existing product lines, Elemis and Bliss, apart from sales on cruise ships and at our land-based spas. While we believe that our Elemis and Bliss day spas assist us in our efforts to increase sales of those products, we cannot assure you that these spas will have significant positive effects on such distribution efforts because, among other things, those spas are few in number and located in limited geographic areas.

 

In recent years, in the British Isles and the United States, we have been selling our Elemis products in dedicated areas of well-known department stores and other retail establishments. Bliss products are also sold in well-known department stores and specialty stores. From time to time in the future we may announce additional agreements with retail venues to operate such dedicated sales areas for our products. Those agreements may be in a non-written form and may otherwise not be formal commitments. Accordingly, even if we announce our intention to commence retail product sale operations at certain venues, we cannot provide assurance that, in fact, such operations will be effectuated in all instances.

 

Also, various non-U.S. jurisdictions have their own product content requirements, and certain of the products that we sell in the United States may not be eligible for sale in other countries without changes to their contents, which may not be practicable.

 

 
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Need to Expand our Spa Services

 

The demands of consumers with respect to spa services and products continue to evolve. Among other things, there is a continuing trend to add services at spa facilities similar to those traditionally provided in medical facilities, including services relating to skin care. In order for us to maintain our base of customers and expand our spa business, we must continue to expand our menu of services to keep up with these demands, as we have done in recent years by offering teeth whitening, acupuncture, medi-spa, tattoo removal, skin tightening services, facial rejuvenation and body contouring services. These services, as well as other services that consumers may demand, may enhance our exposure to liability for injuries to our customers, including as a result of our inability to obtain insurance for some of the treatments. Our ability to provide certain additional services depends on our ability to find appropriate third parties with whom to work in connection with these services and, in certain cases, could be dependent on our ability to fund substantial costs. We cannot assure you that we will be able to find such appropriate third parties or be able to fund such costs. We also cannot assure you that we will be able to continue to expand our spa services sufficiently to keep up with consumer demand.

  

Risk Relating to Customer Leads

 

Beginning in the latter part of 2013 and continuing through 2014, there was a decline in the number of Ideal Image customer leads generated through our marketing efforts. We are taking steps to address this decline through changes in our marketing strategy and tactics. However, we cannot assure you that these efforts will be successful in addressing this matter, and, if they are not successful, our results of operations and financial condition would be adversely affected.

 

Our Business Could be Adversely Affected if We are Unable to Successfully Protect Our Trademarks or Obtain new Trademarks

 

The market for our services and, particularly, our products depends to a significant extent upon the value associated with our brand names. Although we take appropriate steps to protect our brand names, in the future, we may not be successful in asserting trademark protection in connection with our efforts to grow our business or otherwise due to the nature of certain of our marks or for other reasons. In addition, the laws of certain foreign countries may not protect our intellectual property rights to the same extent as the laws of the United States. The costs required to protect our trademarks and trade names may be substantial.

 

If other parties infringe on our intellectual property rights, the value of our brands in the marketplace may be diluted. In addition, any infringement of our intellectual property rights would likely result in a commitment of our time and resources to protect these rights through litigation or otherwise. One or more adverse judgments with respect to these intellectual property rights could negatively impact our ability to compete and could adversely affect our results of operations and financial condition.

 

Certain of our product formulations are not protectable under applicable intellectual property law. Accordingly, we cannot provide assurance that competitors of ours will not produce products similar to ours.

 

We are not a United States Company and, as a Result, there are Special Risks

 

Our corporate affairs are governed by our Memorandum of Association and Articles of Association, which are similar to the articles of incorporation and bylaws of a United States corporation, and the International Business Companies Act, 2000 of The Bahamas, as amended (the "IBC Act"). There are very few reported judicial cases under the IBC Act. Accordingly, the rights and remedies of our public shareholders in the face of actions by our management, directors or shareholders are less clearly established than would be the case with a company incorporated in a United States jurisdiction or in another country, such as the United Kingdom.

 

 
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Two of our directors reside outside the United States and as a result, it may not be possible to affect service of process within the United States upon such persons. A substantial portion of our assets and the assets of those persons are located outside the United States. It also may not be possible to enforce against them or Steiner Leisure judgments obtained in United States courts based on the civil liability provisions of the United States or the federal securities laws. In the opinion of Harry B. Sands, Lobosky and Company, our Bahamas counsel:

 

 

it is unlikely that Bahamian courts would entertain original actions against Bahamas companies or their directors or officers based solely upon United States federal securities laws; judgments predicated upon any civil liability provisions of the United States federal securities laws are not directly enforceable in The Bahamas; rather, a lawsuit must be brought in The Bahamas on any such judgment; and

 

 

in general, a judgment obtained after due trial by a court of competent jurisdiction, which is final and conclusive as to the issues in contention, is actionable in Bahamian courts and is impeachable only upon the grounds of fraud, public policy and natural justice.

  

Currency Risk

 

Fluctuations in currency exchange rates compared to the U.S. Dollar can impact our results of operations, most significantly because we pay for the administration of recruitment and training of our shipboard personnel and the manufacturing of our Elemis and La Thérapie products in U.K. Pounds Sterling and Euros. Accordingly, while the relative strength of the U.S. Dollar has improved recently, renewed weakness of the U.S. Dollar against those currencies can adversely affect our results of operations, as has occurred in some recent years. To the extent that the U.K. Pound Sterling or the Euro is stronger than the U.S. Dollar, our results of operations and financial condition could be adversely affected.

 

Disruptions or Damage to Our Computer Networks

 

Our business relies to a significant extent on our information technology (computer) networks. Among other things, we sell our products on websites that we operate. These networks, similar to computer networks in many businesses, may be vulnerable to service interruptions or malfunctions, including those related to unauthorized access, computer hackers, computer viruses and other security threats. As demonstrated by the recent hacking of consumer information affecting Target stores, successful hacking of our operations could result in adverse publicity and significant potential liability to us. In addition to the adverse effects on our business in general of an interruption in the operation of our computer networks, a user who circumvents security measures could misappropriate proprietary information of Steiner or our customers or cause disruptions to, or malfunctions in, our operations. Accordingly, among other things, we may be required, from time to time, to expend significant resources to protect against the threat of service interruptions and these security breaches or to alleviate problems caused by these breaches and we may also be liable to customers or other third parties if their information is accessed by hackers or other unauthorized third parties.

 

In addition, potential disruptions and denial-of-service attacks could negatively affect costs, customer demand and pricing for our products and services. Additionally, the operation and maintenance of these networks is, in some cases, dependent on third party technologies, systems and services providers for which there is no certainty of uninterrupted availability. While we continue to invest in security initiatives and disaster recovery plans, these measures cannot completely insulate us from disruptions that could result in adverse effects on our operations and profitability.

 

Changes in Privacy Law Could Adversely Affect Our Ability to Market Our Services and Products Effectively

 

Our ability to market our services and products effectively is an important component of our business. We rely on a variety of direct marketing techniques, including telemarketing, email marketing, and direct mail. Any further restrictions under laws such as the Telemarketing Sales Rule, CANSPAM Act, and various United States state laws or new federal laws regarding marketing and solicitation, or international data protection laws that govern these activities, could adversely affect the continuing effectiveness of telemarketing, email, and postal mailing techniques and could force further changes in our marketing strategy. If this were to occur, we may be unable to develop adequate alternative marketing strategies, which could impact our ability to effectively market and sell our services and products.

 

 
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In addition, we collect information relating to our customers and the students at our schools for various business purposes, including marketing and promotional purposes. The collection and use of personal data, such as, among other things, credit card information, is governed by privacy laws and regulations of the United States and other jurisdictions. Privacy regulations continue to evolve and, occasionally, may be inconsistent from one jurisdiction to another. Compliance with applicable privacy regulations may increase our operating costs and/or adversely impact our ability to market our services and products and serve our customers. In addition, non-compliance with applicable privacy regulations by us or, in some instances, non-compliance by third parties engaged by us, or a breach of security systems storing our data may result in fines, payment of damages or restrictions on our use or transfer of data.

 

Anti-takeover Provisions Limit Shareholders' Ability to Affect a Change in Management or Control

 

Our Articles of Association ("Articles") include certain provisions which may have the effect of delaying or preventing a future takeover or change in control of Steiner Leisure that shareholders may consider to be in their best interests. Among other things, our Articles provide for a classified board of directors serving staggered terms of three years, super majority voting requirements with respect to certain significant transactions and restrictions on certain transactions with holders of 15% or more of the voting shares of Steiner Leisure. We have an authorized class of 10,000,000 Preferred Shares that may be issued in one or more series by our board of directors (our "Board") without further action by the shareholders on such terms and with such rights, preferences and designations as our Board may determine. Furthermore, our equity plans and our officers' employment agreements provide certain rights to plan participants and those officers, respectively, in the event of a change in control of Steiner Leisure.

 

In addition, certain of our cruise line and land-based spa agreements provide the other parties with rights of termination in the event of certain changes in control of Steiner Leisure.

  

Our Share Price Has Fluctuated and Could Fluctuate Significantly

 

Since our common shares have commenced being publicly traded, the market price of our shares has fluctuated over a wide range and may continue to do so in the future. The market price of our common shares could be subject to significant fluctuations in response to various factors and events, including, among other things:

 

 

termination or expiration of a significant agreement with a cruise line or other party, such as the December 2013 expiration of our agreement with Celebrity Cruises;

 

 

general economic or market conditions, such as the economic slowdown experienced in recent years;

 

 

the depth and liquidity of the trading market for our common shares;

 

 

quarterly variations in our actual or anticipated operating results;

 

 

changes in recommendations or estimates by analysts of our earnings or earnings in the cruise, travel, leisure and education industries;

 

 

market conditions in the cruise, travel, leisure and education industries;

 

 

announcements or activities by our competitors; and

 

 

the market price of shares of our cruise line or land-based customers.

 

Any such event could result in a material decline in the price of our common shares.

 

 
57

 

 

ITEM 1B.   UNRESOLVED STAFF COMMENTS

 

None.

 

ITEM 2.     PROPERTIES

 

Our hotel spas are operated under agreements with the hotel operators or owners, as the case may be, of those venues. Except as set forth below, our administrative offices, schools, Ideal Image centers, day spa facilities and other facilities are leased from the owners of the venues where they are located. Our principal office is located in Nassau, The Bahamas, and the office of Management Services is located in Coral Gables, Florida. The administrative office of our Steiner Training Limited subsidiary is located near London, England, in a building owned by the family of Clive Warshaw, our Chairman of the Board, and Michèle Steiner Warshaw, a director of Steiner Leisure and an officer of its Cosmetics Limited subsidiary. We administer Mandara's United States, Caribbean and South Pacific operations from our offices in Coral Gables. We administer Mandara's Asian and Central Pacific operations from offices in Kuala Lumpur, Malaysia and our Guam operations from an office on that island. We administer our Bliss and Remède operations primarily from Bliss Inc.'s offices in New York City. We maintain an office for marketing, public relations and other activities of Elemis in London.

 

In April 2012, we purchased the Coral Gables, Florida building where Management Services previously leased a portion of the building for its offices. Management Services utilizes most of the space in that building and leases other space in the building to third parties.

 

Our shipboard staff training facilities are located in the same building as the administrative office of Steiner Training. We also have a training center in Bali, Indonesia.

 

We maintain a product warehousing and distribution facility in England, where our administrative offices of Elemis are also located, and a warehouse and shipping facility in Ft. Lauderdale, Florida for our Elemis and La Thérapie products and certain other products (we use third party production, warehousing and shipping facilities for our Bliss and Remède products). We have a facility in Bali, Indonesia where we produce face and body care-related products and pack and label goods from third party suppliers for shipment to certain of our spas.

 

Our massage therapy and beauty schools' campuses (which include administrative offices) are located in Arizona (Phoenix, Scottsdale, Tempe and Tucson), Colorado (Aurora and Westminster), Connecticut (Groton, Newington and Westport), Florida (Maitland, Miami, Pompano Beach, Pinellas Park and Sarasota), Illinois (Chicago, Crystal Lake and Joliet), Maryland (Linthicum), Massachusetts (Watertown), Nevada (Las Vegas), New Jersey (Hoboken and Wall), Pennsylvania (King of Prussia and York), Texas (Arlington, Houston and Richardson), Utah (Lindon and Salt Lake City), Virginia (Charlottesville) and Washington (Federal Way and Seattle).

 

Our Ideal Image operations are administered from offices in Tampa, Florida. The Ideal Image centers that we operate are generally located in shopping centers. We operate the United States centers in: Arizona (Chandler, Peoria, Scottsdale and Tucson), Arkansas (Little Rock), Colorado (Englewood and Westminster), Connecticut (North Haven, South Windsor and West Hartford), Florida (Aventura, Boca Raton, Brandon, Coral Gables, Gainesville, Kendall, Naples, New Tampa, Ocala, Palm Harbor, Plantation, Tampa and Wellington), Georgia (Alpharetta, two centers in Atlanta, Buford, Augusta and Savannah), Idaho (Meridian), Indiana (Indianapolis), Kentucky (Bellevue), Maryland (Towson and Hanover), Massachusetts (Braintree, North Andover and Shrewsbury), Michigan (Allen Park, Grand Rapids, Novi and Rochester Hills), Minnesota (Edina, Maple Grove and Woodbury), Missouri (Creve Coeur, two centers in Kansas City, Springfield, St. Louis and Sunset Hills), Nebraska (Omaha), Nevada (Las Vegas, Reno and Summerlin), New Mexico (Albuquerque), New York (Amherst, Colonie and Rochester), North Carolina (Charlotte, Durham, Greensboro, Raleigh and Winston-Salem), Ohio (Beavercreek, Columbus, Cuyahoga Falls, Mayfield Heights, Perrysburg, Strongsville, West Chester and Youngstown), Oklahoma (Oklahoma City and Tulsa), Oregon (Tigard), Pennsylvania (Bethlehem, Langhorne, Pittsburgh, Philadelphia, Wexford and Willowgrove), Rhode Island (Cranston), Tennessee (Knoxville, Memphis and Nashville), Texas (Arlington, two centers in Austin, Colleyville, Dallas, Garland, Houston, Plano, Sugarland, The Woodlands and Webster), Utah (Orem and West Jordan), Virginia (Glen Allen and Virginia Beach), Washington (Seattle, Tacoma, Tukwila and Vancouver) and Wisconsin (Brookfield, Fox Point, Greenfield and Middleton). We operate the Canada centers in Langley and Granville, British Columbia.

 

We believe that our existing facilities are adequate for our current and planned levels of operations and that alternative sites are readily available on competitive terms in the event that any of our material leases are not renewed.

 

 
58

 

 

ITEM 3.     LEGAL PROCEEDINGS

 

From time to time, in the ordinary course of business, we are a party to various claims and legal proceedings. Currently, other than as set forth below, there are no such claims or proceedings which, in the opinion of management, could have a material adverse effect on our results of operations, financial condition and cash flows.

 

On April 7, 2014, a former student at our Schools Division’s Denver School of Massage Therapy brought a putative class action against our Schools Division, Nesbitt v. FCNH, Inc. et al., in the U.S. District Court for the District of Colorado, alleging violations of the Fair Labor Standards Act (“FLSA”) and various state wage and hour laws. The plaintiff alleges that, in performing certain therapies on individuals from the public as part of the requirement that students perform clinical services (required for a massage therapy license), she was acting as an employee for purposes of the FLSA and applicable state law and was entitled to wages for those services. The complaint seeks unspecified damages. The plaintiff brought the action on behalf of herself and all others similarly situated at the schools operated by our Schools Division. At this time, 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. Should we be found liable in this matter, the amount that we may be required to pay in connection with such liability could have a material adverse effect on our financial condition and results of operations.

 

On November 17, 2014, a former sales consultant brought a putative collective action against Ideal Image Development Corporation, Marlow v. Ideal Image Development Corp., in the U.S. District Court for the Eastern District of Tennessee, alleging violations of the FLSA. The plaintiff alleges that she and others working as sales consultants were not paid the applicable minimum wage for certain training and travel work and were not paid overtime for hours worked over 40 in a work week. The complaint seeks unspecified damages. The plaintiff brought the action on behalf of herself and others similarly situated across the country. Twenty individuals have joined the lawsuit to date. At this time, 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. Should we be found liable in this matter, the amount that we may be required to pay in connection with such liability could have a material adverse effect on our financial condition and results of operations.

 

ITEM 4.     MINE SAFETY DISCLOSURES

 

Not applicable.

 

 
59

 

 

PART II

 

ITEM 5.      MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Our common shares are traded on the Nasdaq Global Select Market under the symbol "STNR." The following table sets forth for the periods indicated the high and low sales prices per share of our common shares as reported by the Nasdaq Global Select Market.

 

2014

 

High

   

Low

 

First Quarter

  $ 52.61     $ 42.67  

Second Quarter

    47.11       38.01  

Third Quarter

    44.18       37.58  

Fourth Quarter

    46.29       35.94  

 

2013

 

High

   

Low

 

First Quarter

  $ 49.80     $ 43.95  

Second Quarter

    53.48       43.93  

Third Quarter

    60.12       54.29  

Fourth Quarter

    61.74       44.23  

 

As of February 25, 2015, there were ten holders of record of our common shares (including nominees holding shares on behalf of beneficial owners) and 3,271 beneficial owners of our common shares.

  

We have not paid dividends on our common shares and do not intend to pay cash dividends in the foreseeable future. The payment of future dividends, if any, will be at the discretion of our Board after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs, as well as other factors that our Board may deem relevant. Payment of dividends are prohibited under our credit agreement without the consent of the lender.

 

Dividends and other distributions from Bahamas IBCs, such as Steiner Leisure and its Bahamas IBC subsidiaries, are not subject to exchange control approval by the Central Bank of The Bahamas except for those payable to residents of The Bahamas. In all other material respects, the exchange control regulations do not apply to IBCs whose operations are exclusively carried on outside The Bahamas, such as Steiner Transocean Limited, our principal subsidiary. We cannot assure you that this exemption for IBCs will continue indefinitely, or for any particular length of time in the future.

 

The information required by Item 201(d) of Regulation S-K will be set forth in the Company's proxy statement for the Company's 2015 annual meeting of shareholders and is incorporated herein by reference.

 

 
60

 

 

Issuer Purchases of Equity Securities

 

The following table provides information about purchases by Steiner Leisure of our common shares during the three month period ended December 31, 2014.

 

   






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)

 
                                 

October 1, 2014 through October 31, 2014

    275,469     $ 38.34       275,469     $ 36,449,091  
                                 

November 1, 2014 through November 30, 2014

    190,359       43.22       158,565       29,628,637  
                                 

December 1, 2014 through December 31, 2014

    209,437       44.34       196,023       20,963,396  
                                 

Total

    675,265     $ 41.58       630,057     $ 20,963,396  

 

_________________________________

(1)  During October, November and December 2014, 630,057 shares with a value of $26.0 million were purchased through the Company's then-existing repurchase plan, which was approved on February 27, 2013 (the "Prior Repurchase Plan") and replaced the previously-existing plan. The Prior Repurchase Plan authorized the purchase of up to $100 million of our common shares in the open market or other transactions, of which $79,036,604 of our common shares were purchased to date. The shares purchased during November and December 2014 include repurchases of shares surrendered by our employees in connection with the vesting of restricted share units, which shares were used by us to satisfy payment of the federal income tax withholding obligations of those employees. On February 18, 2015, the Company’s Board of Directors replaced the Prior Repurchase Plan with a new plan that authorizes the purchase of up to $100 million of our common shares in the open market or other transactions.

 

(2)  Includes commissions paid.

 

 
61

 

 

Performance Graph

 

The following graph compares the change in the cumulative total shareholder return on our common shares against the cumulative total return (assuming reinvestment of dividends) of the Nasdaq Composite® (United States and Foreign) Index, and the Dow Jones U.S. Travel and Leisure Index for the period beginning December 31, 2009, and ending December 31, 2014.

 

We have not paid dividends on our common shares. The graph assumes that $100.00 was invested on December 31, 2009 in our common shares at a per share price of $39.76, the closing price on that date, and in each of the comparative indices. The share price performance on the following graph is not necessarily indicative of future share price performance.

 

 

 

   

12/09

   

12/10

   

12/11

   

12/12

   

12/13

   

12/14

 
                                                 

Steiner Leisure Limited

    100.00       117.45       114.16       121.53       123.72       116.22  

NASDAQ Composite

    100.00       117.61       118.70       139.00       196.83       223.74  

Dow Jones US Travel & Leisure

    100.00       141.39       150.84       170.95       248.70       289.40  

 

 
62

 

 

ITEM 6.     SELECTED FINANCIAL DATA

 

Set forth below are the selected financial data for each of the years in the five-year period ended December 31, 2014. The balance sheet data as of December 31, 2014 and 2013 and the statement of operations data for the years ended December 31, 2014, 2013 and 2012 were derived from our Consolidated Financial Statements which have been audited by Ernst & Young LLP, an independent registered public accounting firm ("Ernst & Young"), as indicated in their report included elsewhere herein. The balance sheet data as of December 31, 2012, 2011 and 2010 and the statement of income data for the years ended December 31, 2011 and 2010 have been derived from our audited financial statements not included in this report. The information contained in this table should be read in conjunction with our Consolidated Financial Statements and the Notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere herein.

  

    2014(1)     2013     2012     2011(2)(3)     2010  

STATEMENT OF OPERATIONS DATA:

                                       

Revenues:

                                       

Services

  $ 598,051     $ 593,717     $ 570,569     $ 470,756     $ 410,857  

Products

    265,403       261,745       240,912       230,876       209,528  

Total revenues

    863,454       855,462       811,481       701,632       620,385  

Cost of revenues:

                                       

Cost of services

    501,536       495,249       463,634       382,341       335,118  

Cost of products

    175,814       173,992       167,971       160,754       140,956  

Total cost of revenues

    677,350       669,241       631,605       543,095       476,074  

Gross profit

    186,104       186,221       179,876       158,537       144,311  

Operating expenses:

                                       

Administrative

    64,945       53,661       48,485       41,776       36,133  

Salary and payroll taxes

    71,858       72,971       65,619       57,048       53,325  

Impairment of goodwill, other intangibles and long-lived assets

    212,350       --       --       --       --  

Total operating expenses

    349,153       126,632       114,104       98,824       89,458  

(Loss) income from operations

    (163,049

)

    59,589       65,772       59,713       54,853  

Other income (expense):

                                       

Interest expense

    (2,930

)

    (4,227

)

    (6,152

)

    (2,716

)

    (3,388

)

Other income

    1,053       894       823       682       151  

Total other income (expense)

    (1,877

)

    (3,333

)

    (5,329 )     (2,034 )     (3,237 )

(Loss) income before (benefit) provision for income taxes

    (164,926

)

    56,256       60,443       57,679       51,616  

(Benefit) provision for income taxes

    (6,829

)

    6,817       7,341       6,744       7,293  

Net (loss) income

  $ (158,097

)

  $ 49,439     $ 53,102     $ 50,935     $ 44,323  
                                         

Earnings per common share

                                       

(Loss) income per share:

                                       
                                         

Basic

  $ (11.26

)

  $ 3.37     $ 3.57     $ 3.39     $ 2.99  
                                         

Diluted

  $ (11.26

)

  $ 3.34     $ 3.53     $ 3.35     $ 2.94  
                                         

Basic weighted average shares outstanding

    14,039       14,649       14,878       15,013       14,832  

Diluted weighted average shares outstanding

    14,039       14,818       15,052       15,217       15,069  

 

 
63

 

 

  

    2014(1)     2013     2012     2011(2)(3)     2010  
                                         
                                         

BALANCE SHEET DATA:

                                       

Working capital

  $ 7,837     $ 4,741     $ 2,877     $ 6,041     $ 77,706  

Total assets

    552,843       776,313       747,582       712,429       400,895  

Long-term debt, net of current portion

    127,177       93,139       123,750       148,500       20,000  

Shareholders' equity

    172,895       401,069       350,259       322,030       264,805  

 

_____________________

 

(1)       During 2014, we recorded impairment charges of $212.4 million and an associated income tax benefit of $14.5 million. See Note (2)(g) – Goodwill – Summary of Significant Accounting Policies.

 

(2)       In November 2011, we acquired all the issued and outstanding capital stock of Ideal Image for $175 million, funded from existing cash and common shares and borrowings under our new credit facility. Our financial results include the results of the acquired entities subsequent to this acquisition.

 

(3)       In November 2011, we acquired the assets of Cortiva for $33 million, funded from existing cash. Our financial results include the results of the acquired entities subsequent to this acquisition.

 

 
64

 

 

ITEM 7.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

General

 

The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements and Notes thereto starting on page F-1 of this Annual Report on Form 10-K.

 

Overview

 

Steiner Leisure Limited is a global provider and innovator in the fields of health, wellness and education. We operate our business through four reportable segments: Spa Operations, Products, Schools and Ideal Image.

 

Through our Spa Operations segment, we offer massages and a variety of other body treatments, as well as a broad variety of beauty treatments to women, men and teenagers on cruise ships and at land-based spas. We conduct our activities pursuant to agreements with cruise lines and owners of our land-based venues that, generally, give us the exclusive right to offer these types of services at those venues. The cruise lines and land-based venue owners, generally, receive compensation based on a percentage of our revenues at these respective locations and, in certain cases, a minimum annual rental or combination of both. As of February 2, 2015, we provided our spa services on 148 ships and at a total of 56 hotel spas located in the United States, the Caribbean, Asia, the Pacific and other locations, and at our day spas in New York City (two spas), Coral Gables and London (two spas).

 

Through our Products segment, we develop and sell a variety of high quality beauty products under our Elemis, La Thérapie, Bliss, BlissLabs, Remède and Laboratoire Remède brands, and also sell products of third parties, both under our packaging and labeling and otherwise. The ingredients for these products are produced for us by several suppliers, including highly regarded and premier United States and European manufacturers. We sell our products at our shipboard and land-based spas pursuant to the same agreements under which we provide spa services at those locations, as well as through our Ideal Image centers, third party outlets and our catalogs and websites.

 

Through our Schools segment, we own and operate 12 post-secondary schools (comprised of a total of 32 campuses) located in Arizona, Colorado, Connecticut, Florida, Illinois, Maryland, Massachusetts, Nevada, New Jersey, Pennsylvania, Texas, Utah, Virginia and Washington. 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. Among other things, in conjunction with skin care programs, we train the students at our schools in the use of our Elemis, Bliss and La Thérapie products. We offer full-time programs as well as part-time programs for students who work or who otherwise desire to take classes outside traditional education hours. Revenues from our massage and beauty schools, which consist almost entirely of student tuition payments, are derived to a significant extent from the proceeds of loans issued under the Title IV Programs, authorized by Title IV of the HEA and administered by the DOE. We must comply with a number of regulatory requirements in order to maintain the eligibility of our students and prospective students for loans under these programs. Rules of the DOE, effective July 1, 2011, increased our regulatory compliance obligations, have adversely affected our Schools segment's enrollments and continue to adversely affect our enrollment and our results of operations. We are taking steps to address this decline in enrollments through changes in our marketing strategy and tactics. However, we cannot assure you that these efforts will be successful in addressing this matter, and, if they are not successful, our results of operations and financial condition would be adversely affected.

 

During the fourth quarter of 2014, our actual enrollments and overall financial performance at our Schools reporting unit (an accounting term for a Company division) were below what we had planned, which also adversely affected our projections of future results for this business. As a result of the decline in recent and forecasted performance of this reporting unit, during the fourth quarter of 2014, we reduced the carrying values of certain related assets by $35 million, and recorded a corresponding tax benefit of $10.3 million. See Note (2)(g) – Goodwill – Summary of Significant Accounting Policies for more information regarding this charge.

 

During early 2015, the severe winter weather experienced in multiple regions of the United States has adversely affected us by requiring us to close a number of our Schools campuses, Ideal Image centers and Bliss locations for varying periods of time. The continuation of these severe weather events could cause additional closings of these and other facilities of ours and, accordingly, could materially adversely affect our results of operations and financial condition.

 

 
65

 

 

Through our Ideal Image segment, we offer a non-invasive procedure for the removal of unwanted facial and body hair in a relaxing setting. Ideal Image is a leader in the growing consumer cosmetic category of laser hair removal. We operate 110 cosmetic service centers and are party to agreements with franchisees, who operate 17 cosmetic service centers offering services under the Ideal Image brand, all in upscale retail settings. Ideal Image is subject to regulation in the states in which its facilities are located, related to, among other things, corporate entities such as Ideal Image "practicing medicine" and to the provision of the laser hair removal services.

 

Beginning in the latter part of 2013 and continuing through 2014, there was a decline in the number of Ideal Image customer leads generated through our marketing efforts. We are taking steps to address this decline through changes in our marketing strategy and tactics. However, we cannot assure you that these efforts will be successful in addressing this matter, and, if they are not successful, our results of operations and financial condition would be adversely affected.

 

During the fourth quarter of 2014, the Ideal Image reporting unit's overall financial performance continued to decline, including having negative cash flows and a decline in actual revenues as compared to what we had planned. This recent performance has also adversely affected our forecasts of the returns for this reporting unit. As a result of the decline in recent and forecasted performance of this reporting unit, during the fourth quarter of 2014, we reduced the carrying values of certain related assets by $177 million, and have recorded a corresponding tax benefit of $4.2 million. See Note (2) Summary of Significant Accounting Policies for more information regarding this charge.

 

We are continuing to evaluate whether to continue to expand our Ideal Image segment. If we decide to expand this segment, the Ideal Image centers will either be company-owned or physician-owned, depending on the applicable regulations in the jurisdiction in which the respective Ideal Image center will be opened. In connection with the opening of any new Ideal Image center, we incur expenses, among other things, for leasehold improvements, marketing and training of new personnel. Accordingly, even new Ideal Image centers that are successful do not become cash flow positive until several months after opening.

 

Even after a new Ideal Image center becomes cash flow positive, however, under applicable U.S. GAAP rules, it takes an additional period of time for the positive cash flow (assuming the Ideal Image center is successful) to be reflected in the operating income of the segment with respect to that Ideal Image center. This is primarily because the services for which payments are received are not fully performed for a period of several months and revenue cannot be recognized until the related treatment is performed. Accordingly, operating income of the Ideal Image segment trails behind the related cash flow of the segment. This applies to both new Ideal Image centers and existing Ideal Image centers. To the extent that more new Ideal Image centers are opened, and, therefore, each new Ideal Image center becomes a smaller portion of the segment as a whole, the trailing of operating income behind the related cash flows will decline because established Ideal Image centers typically have a regular base of customers and receive new customers at a more regular rate than newly opened Ideal Image centers and, therefore, have a stronger revenue base than new Ideal Image centers .

 

A significant portion of our revenues are generated from our cruise ship operations. Historically, we have been able to renew almost all of our cruise line agreements that expired or were scheduled to expire. As of December 31, 2013, our agreement with Celebrity expired and we were notified that it would not be renewed. The impact of the loss of the Celebrity agreement on earnings per share for the year ended December 31, 2014 was $0.24 per share. These amounts were calculated based on the historical results of operating the Celebrity ships. To the extent that we fail to obtain in the future renewals of other major cruise line agreements, our results of operations and financial condition could be materially adversely affected.

 

In addition, our success and our growth are dependent to a significant extent on the success and growth of the travel and leisure industry in general, and on the cruise industry in particular. Our hotel land-based spas are dependent on the hospitality industry for their success. These industries are subject to significant risks, more fully described above, that could affect our results of operations.

 

 
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The success of the cruise and hospitality industries, as well as our business, is impacted by economic conditions. The economic slowdown experienced in recent years in the United States and other world economies created a challenging environment for the cruise and hospitality industries and our business, including our retail beauty products sales. As a consequence of these economic conditions, our results of operations and financial condition for 2012 and 2013 were adversely affected. In order for the cruise industry to maintain its market share in difficult economic environments, cruise lines have at times offered discounted fares to prospective passengers. Passengers who are cruising solely due to discounted fares may reflect their cost consciousness by not spending on discretionary items, such as our services and products. While economic conditions have shown some improvement, a number of countries and business sectors continue to experience adverse economic conditions. The impact on consumers of periodic increases in fuel costs also adversely affected consumers and business entities. The recurrence of the more severe aspects of these challenging economic conditions could have a material adverse effect on the cruise and hospitality industries and also could have a material adverse effect on our results of operations and financial condition for 2015 and thereafter.

 

The cruise industry also is subject to risks specific to that industry. Among other things, the highly publicized January 2012 accident involving the Costa Concordia adversely affected cruise ship bookings in 2012 and the highly publicized February 2013 Carnival Triumph fire and other mishaps involving cruise vessels adversely affected cruise ship bookings in 2013. This has adversely affected us because cruise lines are discounting fares in order to attract passengers, which has resulted in an increased number of passengers who are less likely to spend in our spas. Recent publicity regarding mass illness onboard cruise ships also could adversely affect cruise ship bookings.

 

Despite the general historic trend of growth in the volume of cruise passengers, in 2015 and future years, the global economic environment could cause the number of cruise passengers to decline or be maintained through discounting, which could result in an increased number of passengers with limited discretionary spending ability. A significant decrease in passenger volume could have a material adverse effect on our results of operations and financial condition.

 

Other factors also can adversely affect our financial results. Fluctuations in currency exchange rates compared to the U.S. Dollar can impact our results of operations, most significantly because we pay for the administration of recruitment and training of our shipboard personnel and the ingredients and manufacturing of many of our products in U.K. Pounds Sterling and Euros, respectively. Accordingly, while the relative strength of the U.S. Dollar has improved recently, renewed weakness of the U.S. Dollar against those currencies can adversely affect our results of operations, as has occurred from time to time in recent years.

  

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 continuing requirement that we place additional non-revenue producing staff on ships with large spas to help maintain a high quality guest experience. We also utilize, as a measure of performance for our cruise line operations, our average revenue per week. We use these measures of performance because they assist us in determining the productivity of our staff, which we believe is a critical element of our operations. With respect to our land-based spas, we measure our performance primarily through average weekly revenue over applicable periods of time.

 

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

 

Schools. With respect to our massage and beauty schools, we measure performance primarily by revenues.

 

Ideal Image. With respect to our Ideal Image centers, we measure performance primarily through revenues.

 

 
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Growth

 

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

  

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 beginning on page F-1. Note that our preparation of this Annual Report on Form 10-K 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 be consistent with 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 and Ideal Image centers, directly attributable campus or center, as the case may be, costs such as rent, advertising and employee wages; and

 

 

cost of products, including an allocable portion of wages paid to shipboard employees, an allocable portion of payments to cruise lines, an allocable portion of other staff-related shipboard expenses, as well as costs associated with development, manufacturing and distribution of products.

 

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

 

Cost of revenues may be affected by, among other things, sales mix, production levels, exchange rates, changes in supplier prices and discounts, purchasing and manufacturing efficiencies, tariffs, duties, freight and inventory costs and increases in fuel costs. Certain cruise line and land-based spa agreements provide for increases in the percentages of services and products revenues and/or, as the case may be, the amount of minimum annual payments over the terms of those agreements. These payments may also be increased under new agreements with cruise lines and land-based spa venue owners that replace expiring agreements.

 

Cost of products includes the cost of products sold through our various methods of distribution. To a lesser extent, cost of products also includes the cost of products consumed in rendering services. This amount is not a material component of the cost of services rendered and would not be practicable to identify separately.

 

Operating expenses include administrative expenses, salaries and payroll taxes. In addition, operating expenses include amortization of certain intangibles relating to acquisitions.

 

 
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Revenue Recognition

 

Revenues are generally recognized when services are performed and products are delivered. 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 Operations. 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.

  

Revenue from gift certificate sales is recognized upon gift certificate redemption and upon recognition that a certificate will never be redeemed, referred to as "breakage." We do not charge administrative fees on unused gift cards, and our gift cards do not have an expiration date. Based on historical redemption rates, a relatively stable percentage of gift certificates will be subject to breakage. We use the redemption recognition method for recognizing breakage related to certain gift certificates for which we had sufficient historical information. Under the redemption recognition method, revenue is recorded pro rata over the time period gift cards are actually redeemed and breakage is recognized only if we determine that we do not have a legal obligation to remit the value of unredeemed gift certificates to government agencies under the unclaimed property laws in the relevant jurisdictions. We determine our gift certificate breakage rate based upon historical redemption patterns. At least three years of historical data, which is updated annually, is used to determine actual redemption patterns. Gift certificate breakage income is included in revenue in our consolidated statements of operations.

 

We recognize Centers' sales in relation to laser hair removal services packages sold at Company-owned and at physician-owned clinic locations. The packages provide for five initial services which occur at up to ten-week intervals and generally allow for up to four additional services, as necessary, to obtain the desired results. Centers' sales service revenue is recognized evenly over the average number of services provided, and is included in Services Revenues in our consolidated statements of operations. Remaining revenue, net of related financing fees, relating to unperformed services is included in deferred revenue in our consolidated balance sheets. Service packages that are bundled with our products are considered multiple deliverable arrangements and, hence, require us to allocate revenue between services and products using either vendor specific objective evidence, third party evidence of selling price, or the best estimate of selling price. Because both our services and products are offered for sale separately, we allocate consideration received for service packages based upon their relative stand-alone selling prices. Revenues for the service component are deferred and recognized as discussed above. Revenues for the products are recognized when they are delivered. All costs directly related to the operation of both Company-owned and physician-owned center locations, such as rent of the facilities, maintenance costs of our equipment, depreciation expense related to leaseholds and equipment, payroll costs of sales personnel and service providers and advertising costs are included in Cost of Services and certain of these costs are in Cost of Products to the extent they relate to the sale of products in our consolidated statements of operations. All corporate related payroll and other corporate related expenses are included in Salary and Payroll and Administrative expenses in our consolidated statements of income.

 

We also receive royalties from Ideal Image franchisees. These royalties from franchised Ideal Image Center operations are recognized in the period earned and are recorded in Services Revenues in our consolidated statements of operations. There are no related direct costs associated with these royalties.

 

Allowance for Doubtful Accounts

 

Allowance for doubtful accounts are provided based on our historical collection experience, reviewed at least annually. We extend unsecured credit to our students for tuition and fees and we record an accounts receivable and, in certain instances, notes 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 and notes 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 on accounts receivable and separately on notes receivable 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 and notes receivable due from former students when we conclude that collection is not probable.

 

 
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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. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset (asset group) to future undiscounted cash flows expected to be generated by the asset (asset group). An asset group is the lowest level of assets and liabilities for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. When estimating future cash flows, we consider:

 

 

only the future cash flows that are directly associated with and that are expected to arise as a direct result of the use and eventual disposition of the asset group;

 

 

our own assumptions about our use of the asset group and all available evidence when estimating future cash flows;

 

 

potential events and changes in circumstance affecting our key estimates and assumptions; and

 

 

the existing service potential of the asset (asset group) at the date tested.

 

If an asset (asset group) is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset (asset group) exceeds its fair value. When determining the fair value of the asset (asset group), we consider the highest and best use of the assets from a market-participant perspective. The fair value measurement is generally determined through the use of independent third party appraisals or an expected present value technique, both of which may include a discounted cash flow approach, which reflects our own assumptions of what market participants would utilize to price the asset (asset group).

 

Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Assets to be abandoned, or from which no further benefit is expected, are written down to zero at the time that the determination is made and the assets are removed entirely from service.

 

Additionally, as part of our recoverability analysis, we consider whether the existing service potential (useful life) of the assets within the asset group remain appropriate or require adjustment. Specifically, we consider the impact of the expected use of the assets and the effects of obsolescence, demand, competition and other economic factors, among other considerations.

 

In the fourth quarter of 2014, an impairment of $14.6 million was recorded for certain long-lived assets, primarily leasehold improvements, related to Ideal Image centers which are expected to generate negative cash flows through their respective lease end dates, as a result of which, their carrying values were not recoverable. The fair value for these assets was determined based upon management’s assumptions regarding an estimated percentage of replacement value for similar assets and estimated salvage values. Because the determination of the estimated fair value of these assets requires significant estimation and assumptions, these fair value measurements are categorized as Level 3 per FASB ASC Topic 820 – Fair Value Measurement (“ASC Topic 820”).

 

 
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Goodwill and Intangibles

 

Goodwill and intangibles is subject to at least an annual assessment for impairment by applying a fair value-based test. The impairment loss is the amount, if any, by which the implied fair value of goodwill is less than the carrying value. As of December 31, 2014, we had goodwill of $148.8 million and unamortized intangibles of $69.2 million.

 

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

 

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

 

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

 

The step-one determination of fair value utilizes an evaluation of historical and forecasted operating results and other estimates. The fair value measurement is generally determined through the use of independent third party appraisals or an expected present value technique, both of which may include a discounted cash flow approach, which reflects our own assumptions of what other industry members would use to price the asset or asset group. During the year, we monitor the actual performance of our reporting units relative to the fair value assumptions used in our annual goodwill impairment test, including potential events and changes in circumstance affecting our key estimates and assumptions.

 

As of January 1, 2014, we reviewed the carrying value of goodwill and other indefinite lived intangible assets of each of our reporting units and concluded for each reporting unit that the implied fair value of goodwill exceeded its carrying value. With respect to our Schools reporting unit's step one analysis, which used the discounted cash flow approach to calculate the fair value of our reporting unit, the primary examples of key estimates include our discount rate and forecasted revenue growth rates. As a measure of sensitivity on the discounted cash flow approach, as of January 1, 2014 and 2013, the dates of our last annual impairment tests, a hypothetical 1% change in both our discount and long-term revenue growth rates would result in a change of approximately $10.6 million and $10.4 million in the fair value of the Schools reporting unit, or approximately 89% and 85% of the excess of the fair value of the reporting unit over its carrying value as of January 1, 2014 and 2013, respectively.

 

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

 

For the nine months ended September 30, 2014, we did not identify any triggering events which required an interim impairment test subsequent to our annual impairment test on January 1, 2014.

 

During the fourth quarter of 2014, we concluded that, as a result of current conditions and circumstances, and in connection with Accounting Standards Codification No. 350, Intangibles – Goodwill and Other, and No. 360, Property, Plant, and Equipment, the Ideal Image and Schools reporting units were at risk of their respective carrying values exceeding fair values as of December 31, 2014. A significant amount of judgment is involved in determining if an indicator of impairment has occurred.

 

During 2014, we modified our Ideal Image reporting unit’s strategy in terms of services offered and marketing forums utilized in the current year. We changed our advertising agency and worked closely with the new agency to refine our message in various forms of digital and alternative media formats to drive consistent and predictable lead flow. We also began to offer new services (including BOTOX Cosmetic, tattoo removal, skin tightening, facial rejuvenation and body contouring) to diversify our business and remain competitive. Despite these efforts, during the fourth quarter of 2014, the overall financial performance of the Ideal Image reporting unit continued to decline, including having negative cash flows and a decline in actual revenues as compared to what we had planned. This recent performance has also adversely affected our forecasts of the results for this business.

 

 
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During 2014, our Schools reporting unit continued to operate in an environment with increased regulatory compliance obligations that continued to adversely affect our enrollments and our overall financial performance. During the fourth quarter of 2014, our actual enrollments and overall financial performance at the Schools reporting unit were below what we had planned and this adversely affected our projections of future results for this business.

 

In connection with our interim impairment analysis as of December 31, 2014, we calculated the fair value for both of these reporting units and performed extensive valuation analyses, utilizing both income and market approaches, in our goodwill assessment process. The following describes the valuation methodologies used to derive the fair value of our reporting units:

 

 

Income Approach: To determine the estimated fair value of each reporting unit, we discount the expected cash flows which are developed by management. We estimate our future cash flows after considering current economic conditions and trends, estimated future operating results, our views of growth rates and anticipated future economic and regulatory conditions. The discount rate used represents the estimated weighted average cost