☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 31, 2021
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: 001-14669
HELEN OF TROY LIMITED
(Exact name of registrant as specified in its charter)
Bermuda74-2692550
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
Clarendon House, 2 Church Street, Hamilton, Bermuda
(Address of principal executive offices)
1 Helen of Troy Plaza, El Paso, Texas79912
(Registrant’s United States Mailing Address) (Zip Code)
(915) 225-8000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares, $0.10 par value per share
HELE
The NASDAQ Stock Market LLC
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. Yes☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☒ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of September 30, 2021, there were 24,127,575 common shares, $0.10 par value per share, outstanding.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
August 31, 2021
Note 1 - Basis of Presentation and Related Information
Corporate Overview
The accompanying condensed consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly our consolidated financial position as of August 31, 2021 and February 28, 2021, and the results of our consolidated operations for the interim periods presented. We follow the same accounting policies when preparing quarterly financial data as we use for preparing annual data. These statements should be read in conjunction with the consolidated financial statements and the notes included in our latest annual report on Form 10-K for the fiscal year ended February 28, 2021 (“Form 10-K”), and our other reports on file with the Securities and Exchange Commission (the “SEC”).
When used in these notes, unless otherwise indicated or the context suggests otherwise, references to “the Company”, “our Company”, “Helen of Troy”, “we”, “us”, or “our” refer to Helen of Troy Limited and its subsidiaries, which are all wholly-owned. We refer to our common shares, par value $0.10 per share, as “common stock.” References to “the FASB” refer to the Financial Accounting Standards Board. References to “GAAP” refer to accounting principles generally accepted in the United States of America (the “U.S.”). References to “ASU” refer to the codification of GAAP in the Accounting Standards Updates issued by the FASB. References to “ASC” refer to the codification of GAAP in the Accounting Standards Codification issued by the FASB.
We incorporated as Helen of Troy Corporation in Texas in 1968 and were reorganized as Helen of Troy Limited in Bermuda in 1994. We are a leading consumer products company offering creative products and solutions for our customers through a diversified portfolio of brands. As of August 31, 2021, we operated three segments: Housewares, Health & Home, and Beauty. Our Housewares segment provides a broad range of innovative consumer products for the home and on the go to help with food preparation, cooking, cleaning, organization, beverage service, and other tasks to ease everyday living for families. The Health & Home segment provides healthcare and home environment products including health care devices, water filtration systems, and small home appliances. Our Beauty segment provides mass and prestige market beauty appliance and personal care products including hair styling appliances, grooming tools, decorative haircare accessories, and liquid personal care products.
Our business is seasonal due to different calendar events, holidays and seasonal weather patterns. Our fiscal reporting period ends on the last day in February. Historically, our highest sales volume and operating income occur in our third fiscal quarter ending November 30th. We purchase our products from unaffiliated manufacturers, most of which are located in China, Mexico and the U.S.
During the fourth quarter of fiscal 2020, we committed to a plan to divest certain assets within our Beauty segment's mass channel personal care business, which included liquid, powder and aerosol products under brands such as Pert, Brut, Sure and Infusium (“Personal Care”). On June 7, 2021, we completed the sale of our Personal Care business, not including the Latin America and Caribbean regions, to HRB Brands LLC, for $44.7 million in cash. The net assets sold included intangible assets, inventory, certain net trade receivables, fixed assets and certain accrued sales discounts and allowances relating to our North America Personal Care business. During the second quarter of fiscal 2022, we recognized a gain on the sale totaling $0.5 million, which has been recognized in SG&A within our condensed consolidated statement of income. The transaction also includes an option that provides HRB Brands LLC the right to purchase the Latin America and Caribbean Personal Care businesses no later than the end of fiscal
2022, subject to meeting certain agreed-upon conditions. Accordingly, we have continued to classify the identified net assets of the Latin America and Caribbean Personal Care businesses as held for sale. See Note 3 for additional information.
In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) to be a pandemic. The effects of the COVID-19 pandemic have had an unfavorable impact on certain parts of our business. The impact includes the effect of temporary closures of certain customer stores or limited hours of operation, and materially lower store traffic, primarily during fiscal 2021. Additionally, COVID-19 has disrupted certain parts of our supply chain. Surges in demand and shifts in shopping patterns related to COVID-19, as well as other factors, have strained the global freight network, which is resulting in higher costs, less capacity, and longer lead times. These factors may impact our ability to fulfill some orders on a timely basis. Additionally, the extent of COVID-19's impact on the demand for certain of our product lines in the future will depend on future developments, including the duration, spread and intensity of the pandemic, our continued ability to source and distribute our products, as well as any future government actions affecting consumers and the global economy generally, all of which are uncertain and difficult to predict considering the rapidly evolving landscape. Accordingly, our liquidity and financial results could be impacted in ways that we are not able to predict today.
Principles of Consolidation
The accompanying condensed consolidated financial statements are prepared in accordance with GAAP and include all of our subsidiaries. Our condensed consolidated financial statements are prepared in U.S. Dollars. All intercompany balances and transactions are eliminated in consolidation.
The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in our condensed consolidated financial statements and accompanying notes. Actual results may differ materially from those estimates.
Reclassifications
We have reclassified, combined or separately disclosed certain amounts in the prior years’ condensed consolidated financial statements and accompanying footnotes to conform with the current period’s presentation.
Note 2 - New Accounting Pronouncements
There have been no changes in the information provided in our Form 10-K.
Note 3 - Assets and Liabilities Held for Sale
During the fourth quarter of fiscal 2020, we committed to a plan to divest certain assets within our Personal Care business and accordingly, we classified the identified net assets of the disposal group as held for sale. On June 7, 2021, we completed the sale of our Personal Care business, not including the Latin America and Caribbean regions, to HRB Brands LLC, for $44.7 million in cash. The net assets sold included intangible assets, inventory, certain net trade receivables, fixed assets and certain accrued sales discounts and allowances relating to our North America Personal Care business. During the second quarter of fiscal 2022, we recognized a gain on the sale totaling $0.5 million, which has been recognized in SG&A within our condensed consolidated statement of income. The transaction also includes an option that provides HRB Brands LLC the right to purchase the Latin America and Caribbean Personal Care businesses no later than the end of fiscal 2022, subject to meeting certain agreed-upon conditions. Accordingly, we have continued to classify the identified net assets of the Latin America and Caribbean Personal Care businesses as held for sale.
The carrying amounts of the major classes of assets and liabilities for our Latin America and Caribbean Personal Care business that were classified as held for sale are as follows:
(in thousands)
August 31, 2021
February 28, 2021
Receivables, net of allowance of $34 and $30
$
1,404
$
7,979
Inventory
485
12,667
Property and equipment, net of accumulated depreciation of $152 and $403
66
100
Goodwill (1)
—
1,397
Other intangible assets (1)
—
17,724
Assets held for sale
$
1,955
$
39,867
Accrued sales discounts and allowances
$
159
$
—
Liabilities held for sale
$
159
$
—
(1)Goodwill and other intangible assets as of February 28, 2021 are presented net of accumulated impairment and accumulated amortization of $80,445 and $4,474, respectively.
Note 4 - Accrued Expenses and Other Current Liabilities
A summary of accrued expenses and other current liabilities is as follows:
(in thousands)
August 31, 2021
February 28, 2021
Accrued compensation, benefits and payroll taxes
$
33,151
$
66,385
Accrued sales discounts and allowances
50,686
59,426
Accrued sales returns
29,936
29,434
Accrued advertising
55,720
50,923
Other
71,143
65,011
Total accrued expenses and other current liabilities
$
240,636
$
271,179
Note 5 - Share-Based Compensation Plans
As part of our compensation structure, we grant share-based compensation awards to certain employees and non-employee members of our Board of Directors during the fiscal year. These awards may be subject to attainment of certain service conditions, performance conditions and/or market conditions. During the first quarter of fiscal 2022, we granted 83,227 service condition awards (“Service Condition Awards”) with a weighted average grant date fair value of $219.02. Additionally, we granted 143,340 performance-based awards during the first quarter of fiscal 2022, of which 71,670 contained performance conditions (“Performance Condition Awards”) and 71,670 contained market conditions (“Market Condition Awards”) with weighted average grant date fair values of $216.20 and $156.08, respectively. Refer to our Form 10-K for further information on the Company's share-based compensation plans.
We recorded share-based compensation expense in SG&A as follows:
Three Months Ended August 31,
Six Months Ended August 31,
(in thousands)
2021
2020
2021
2020
Stock options
$
—
$
3
$
—
$
15
Directors stock compensation
163
182
323
364
Service Condition Awards
3,296
1,664
5,236
3,584
Performance Condition Awards
3,061
2,775
13,084
9,466
Market Condition Awards
1,260
—
2,389
—
Employee stock purchase plan
—
—
768
486
Share-based compensation expense
7,780
4,624
21,800
13,915
Less income tax benefits
(712)
(397)
(1,571)
(1,003)
Share-based compensation expense, net of tax
$
7,068
$
4,227
$
20,229
$
12,912
Unrecognized Share-Based Compensation Expense
As of August 31, 2021, our total unrecognized share-based compensation for all awards was $43.0 million, which will be recognized over a weighted average amortization period of 2.4 years. The total unrecognized share-based compensation reflects an estimate of target achievement for Performance Condition Awards granted during the first quarter of fiscal 2022 and fiscal 2021, and an estimate of 200% of target achievement for Performance Condition Awards granted in fiscal 2020.
Note 6 - Repurchases of Common Stock
In August 2021, our Board of Directors authorized the repurchase of up to $500 million of our outstanding common stock. The authorization became effective August 25, 2021, for a period of three years, and replaced our former repurchase authorization, of which approximately $79.5 million remained. As of August 31, 2021, our entire new repurchase authorization of $500 million remained available.
Our current equity-based compensation plans include provisions that allow for the “net exercise” of share-settled awards by all plan participants. In a net exercise, any required payroll taxes, federal withholding taxes and exercise price of the shares due from the equity holder can be settled by having the holder tender back to us a number of shares at fair value equal to the amounts due. Net exercises are treated as purchases and retirements of shares.
The following table summarizes our share repurchase activity for the periods shown:
Three Months Ended August 31,
Six Months Ended August 31,
(in thousands, except share and per share data)
2021
2020
2021
2020
Common stock repurchased on the open market:
Number of shares
—
—
436,842
—
Aggregate value of shares
$
—
$
—
$
95,484
$
—
Average price per share
$
—
$
—
$
218.58
$
—
Common stock received in connection with share-based compensation:
In October 2017, we announced a restructuring plan (referred to as “Project Refuel”) intended to enhance performance primarily in the Beauty and former Nutritional Supplements segments. Project Refuel includes charges for a reduction-in-force and the elimination of certain contracts. During the first quarter of fiscal 2019, we expanded Project Refuel to include the realignment and streamlining of our supply chain structure. We are targeting total annualized profit improvements of approximately $10.5 million to $12.5 million over the duration of the plan. We estimate the plan to be completed during fiscal 2022 and expect to incur total restructuring charges of approximately $10.3 million over the duration of the plan, of which $9.6 million have been incurred through the second quarter of fiscal 2022. Restructuring provisions are determined based on estimates prepared at the time the restructuring actions are approved by management and are revised periodically.
We incurred $0.4 million of pre-tax restructuring costs during both the three and six months ended August 31, 2021, which are recorded as “Restructuring charges” in the condensed consolidated statements of income. During the three and six month periods ended August 31, 2021, we made total cash restructuring payments of $0.3 million and $0.4 million, respectively, and had a remaining liability of $0.1 million as of August 31, 2021. Since implementing Project Refuel, we have made total cash restructuring payments of $9.5 million as of August 31, 2021.
Note 8 - Commitments and Contingencies
Legal Matters
We are involved in various legal claims and proceedings in the normal course of operations. We believe the outcome of these matters will not have a material adverse effect on our consolidated financial position, results of operations or liquidity, except as described below.
Regulatory Matters
As a global company, we are subject to U.S. and foreign regulations, including environmental, health and safety laws, and industry-specific product certifications. Many of the products we sell are subject to product safety laws and regulations in various jurisdictions. These laws and regulations specify the maximum allowable levels of certain materials that may be contained in our products, provide statutory prohibitions against misbranded and adulterated products, establish ingredients and manufacturing procedures for certain products, specify product safety testing requirements, and set product identification, labeling and claim requirements. Additionally, some of our product lines within our Health & Home segment are subject to product identification, labeling and claim requirements, which are monitored and enforced by regulatory agencies, such as the U.S. Environmental Protection Agency (the “EPA”), U.S. Customs and Border Protection, the U.S. Food and Drug Administration, and the U.S. Consumer Product Safety Commission.
In our quarterly report on Form 10-Q for our first quarter of fiscal 2022, we disclosed that we were in discussions with the EPA regarding the compliance of packaging claims on certain of our products in the air and water filtration categories and a limited subset of humidifier products within the Health & Home segment that are sold in the U.S. The EPA did not raise any product quality, safety or performance issues. As a result of these packaging compliance discussions, on May 27, 2021, we voluntarily implemented a temporary stop shipment action across this line of products in the U.S. as we worked with the EPA towards an expedient resolution. In July 2021, the EPA approved modest changes to our labeling claims on packaging of existing water filtration products, which we implemented, and subsequently began shipping in limited quantities during the second quarter of fiscal 2022. The shipping volume for these products has continued to increase and, in September 2021, we returned to a more
normalized level of shipping activity. In August 2021, the EPA approved changes to our air filtration packaging and we implemented a repackaging plan. We began shipping limited quantities of the impacted products as of the end of August 2021. We expect to return to a more normalized level of shipping activity for these products by the end of the third quarter of fiscal 2022. We have also resolved the majority of the packaging compliance concerns on the limited subset of humidifier products and do not expect them to have a material impact on our consolidated financial results. We continue to expect that our consolidated and Health & Home segment’s fiscal 2022 net sales revenue, gross profit and operating income will be materially and adversely impacted by the stop shipment actions and the time needed to execute repackaging plans after changes were approved by the EPA. At this time, we are not aware of any fines or penalties related to this matter imposed against us by the EPA. While we do not anticipate material fines or penalties, there can be no assurances that such fines or penalties will not be imposed.
During the first quarter of fiscal 2022, we recorded a $13.1 million charge to cost of goods sold to write-off the obsolete packaging for the affected products in our inventory on-hand and in-transit as of the end of the first quarter of fiscal 2022. During the second quarter of fiscal 2022, we incurred additional compliance costs of $3.0 million, comprised of incremental warehouse storage costs and legal fees of $2.6 million, which were recognized in SG&A, and storage and obsolete packaging charges from vendors of $0.4 million, which were recognized in cost of goods sold. These charges are referred to throughout this Form 10-Q as “EPA compliance costs.” In addition, during the second quarter of fiscal 2022, we incurred and capitalized into inventory costs to repackage a portion of our existing inventory of the affected products and expect to continue to incur and capitalize such costs as we continue to repackage the remainder of the inventory during the third and fourth quarters of fiscal 2022. We also expect to incur additional compliance costs, which may include incremental freight, warehouse storage costs, charges from vendors, and legal fees, among other things. Such potential incremental EPA compliance costs will be expensed as incurred and could materially and adversely impact our consolidated and Health & Home segment’s gross profit and operating income. In addition, our net sales revenue could be materially and adversely impacted by customer returns, an increase in sales discounts and allowances and by the potential impact of distribution losses at certain retailers. Additional impacts or more pronounced adverse impacts may arise that we are not currently aware of today. Accordingly, our business, results of operations and financial condition could be adversely and materially impacted in ways that we are not able to predict today. For additional information refer to Part I, Item 2., “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” including “EPA Compliance Costs” and to Part II, Item 1A., “Risk Factors” included within this Form 10-Q.
Mississippi Business Finance Corporation Loan (the “MBFC Loan”) (1)
$
16,707
$
18,607
Credit Agreement (2)
459,000
329,000
Subtotal
475,707
347,607
Unamortized prepaid financing fees
(3,488)
(3,977)
Total long-term debt
472,219
343,630
Less: current maturities of long-term debt
(1,884)
(1,884)
Long-term debt, excluding current maturities
$
470,335
$
341,746
(1)The MBFC Loan is unsecured and bears floating interest based on either the London Interbank Offered Rate (“LIBOR”) plus a margin of up to 2.0%, or a Base Rate plus a margin of up to 1.0%, as determined by the interest rate elected and the Net Leverage Ratio defined in the loan agreement. The weighted average interest rate on borrowings outstanding was1.1% at both August 31, 2021 and February 28, 2021.
(2)The Credit Agreement (defined below) is unsecured and bears floating interest at either the Base Rate or LIBOR, plus a margin based on the Net Leverage Ratio (as defined in the Credit Agreement) of 0% to 1.0% and 1.0% to 2.0% for Base Rate and LIBOR borrowings, respectively. These floating interest rates are hedged with interest rate swaps to effectively fix interest rates on $225 million of the outstanding principal balance under the Credit Agreement (see Notes 10, 11, and 12 for additional information regarding interest rate swaps). The weighted average interest rate on borrowings outstanding was 1.1% at both August 31, 2021 and February 28, 2021.
Credit Agreement
We have a credit agreement (the "Credit Agreement") with Bank of America, N.A., as administrative agent, and other lenders that provides for an unsecured total revolving commitment of $1.25 billion. As of August 31, 2021, the balance of outstanding letters of credit was $34.2 million and the amount available for borrowings was $756.8 million. Covenants in the Credit Agreement limit the amount of total indebtedness we can incur. As of August 31, 2021, these covenants effectively limited our ability to incur more than $727.6 million of additional debt from all sources, including the Credit Agreement, or $756.8 million in the event a qualified acquisition is consummated.
Debt Covenants
As of August 31, 2021, we were in compliance with all covenants as defined under the terms of the Credit Agreement and our other debt agreements.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques under the accounting guidance related to fair value measurements are based on observable and unobservable inputs. These inputs are classified into the following hierarchy:
Level 1:Quoted prices for identical assets or liabilities in active markets;
Level 2:Observable inputs other than quoted prices that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets; quoted prices for similar or identical assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable; and
Level 3:Unobservable inputs that reflect the reporting entity’s own assumptions.
Our financial assets and liabilities are classified as Level 2 because their valuation is dependent on observable inputs and other quoted prices for similar assets or liabilities, or model-derived valuations whose significant value drivers are observable. The following tables present the carrying amount and fair value of our financial assets and liabilities measured and recorded at fair value on a recurring basis and classified as Level 2 as follows:
Carrying Amount and Fair Value
(in thousands)
August 31, 2021
February 28, 2021
Assets:
Cash equivalents (money market accounts)
$
1,098
$
1,631
Foreign currency derivatives
535
33
Total assets
$
1,633
$
1,664
Liabilities:
Interest rate swaps
$
7,531
$
9,941
Foreign currency derivatives
2,361
6,550
Total liabilities
$
9,892
$
16,491
The carrying amounts of cash, accounts payable, accrued expenses and other current liabilities and income taxes payable approximate fair value because of the short maturity of these items. The carrying amounts of receivables approximate fair value due to the effect of the related allowance for credit losses. The carrying amount of our floating rate debt approximates its fair value.
We use derivatives to manage our exposure to changes in foreign currency exchange rates, which can include foreign currency forward contracts, zero cost collars and cross-currency debt swaps. In addition, we use interest rate swaps to manage our exposure to changes in interest rates. All of our derivative assets and liabilities are recorded at fair value. See Notes 11 and 12 for more information on our derivatives.
Note 11 - Financial Instruments and Risk Management
Foreign Currency Risk
The U.S. Dollar is the functional currency for the Company and all of its subsidiaries and is also the reporting currency for the Company. By operating internationally, we are subject to foreign currency risk from transactions denominated in currencies other than the U.S. Dollar (“foreign currencies”). Such transactions include sales, certain inventory purchases and operating expenses. As a result of such transactions, portions of our cash, trade accounts receivable and trade accounts payable are denominated in foreign currencies. Approximately 9% and 10% of our net sales revenue was denominated in foreign currencies during the three and six month periods ended August 31, 2021, respectively, compared to 10% and 13%, respectively, for the same periods last year. These sales were primarily denominated in British Pounds, Euros, Mexican Pesos and Canadian Dollars. We make most of our inventory purchases from vendors in the Asia Pacific market and primarily use the U.S. Dollar for such purchases.
In our condensed consolidated statements of income, foreign currency exchange rate gains and losses resulting from the remeasurement of foreign taxes receivable, taxes payable, deferred tax assets, and deferred tax liabilities are recognized in their respective income tax lines, and all other foreign currency exchange rate gains and losses are recognized in SG&A. During the three and six month periods ended August 31, 2021, we recorded foreign currency exchange rate net losses of $0.9 million and $0.5 million, respectively, in SG&A compared to foreign currency exchange rate net gains of $1.8 million and $0.1 million, respectively, for the same periods last year.
We mitigate certain foreign currency exchange rate risk by using a series of foreign currency contracts, which can include forward contracts and zero-cost collars, designated as cash flow hedges, and mark-to-market cross-currency debt swaps to protect against the foreign currency exchange rate risk inherent in our forecasted transactions denominated in foreign currencies. We do not enter into any derivatives or similar instruments for trading or other speculative purposes. Our foreign currency contracts are designated as cash flow hedges and are recorded on the balance sheet at fair value with changes in fair value recorded in Other Comprehensive Income (Loss) (“OCI”) until the hedge transaction is settled, at which point amounts are reclassified from Accumulated Other Comprehensive Income (Loss) (“AOCI”) to our condensed consolidated statements of income. Derivatives for which we have not elected hedge accounting consist of our cross-currency debt swaps, and any changes in the fair value of the derivatives are recorded in our condensed consolidated statements of income. We evaluate our derivatives designated as cash flow hedges each quarter to assess hedge effectiveness. Any ineffectiveness, which is not material for any year presented, is immediately recognized in our condensed consolidated statements of income.
Interest Rate Risk
Interest on our outstanding debt as of August 31, 2021 is based on floating interest rates. If short-term interest rates increase, we will incur higher interest expense on any future outstanding balances of floating rate debt. Floating interest rates are hedged with interest rate swaps to effectively fix interest rates on $225.0 million of the outstanding principal balance under the Credit Agreement, which totaled $459.0 million as of August 31, 2021. Our interest rate swaps are designated as cash flow hedges and are recorded on the balance sheet at fair value with changes in fair value recorded in OCI until the hedge transaction is settled, at which point amounts are reclassified from AOCI to our condensed consolidated statements of income. We evaluate our derivatives designated as cash flow hedges each quarter to assess hedge effectiveness. Any ineffectiveness, which is not material for any year presented, is immediately recognized in our condensed consolidated statements of income.
The following tables summarize the fair values of our derivative instruments as of the end of the periods presented:
(in thousands)
August 31, 2021
Derivatives designated as hedging instruments
Hedge Type
Final Settlement Date
Notional Amount
Prepaid Expenses and Other Current Assets
Other Assets
Accrued Expenses and Other Current Liabilities
Other Liabilities, Non- current
Forward contracts - sell Euro
Cash flow
2/2023
€
37,250
$
—
$
81
$
76
$
—
Forward contracts - sell Canadian Dollars
Cash flow
2/2023
$
36,500
—
136
208
—
Forward contracts - sell Pounds
Cash flow
2/2023
£
32,800
—
249
844
—
Forward contracts - sell Australian Dollars
Cash flow
11/2021
A$
2,000
69
—
—
—
Interest rate swaps
Cash flow
1/2024
$
225,000
—
—
3,429
4,102
Subtotal
69
466
4,557
4,102
Derivatives not designated under hedge accounting
Cross-currency debt swaps - Euro
(1)
4/2022
€
6,000
—
—
596
—
Cross-currency debt swaps - Pounds
(1)
4/2022
£
4,500
—
—
637
—
Subtotal
—
—
1,233
—
Total fair value
$
69
$
466
$
5,790
$
4,102
(in thousands)
February 28, 2021
Derivatives designated as hedging instruments
Hedge Type
Final Settlement Date
Notional Amount
Prepaid Expenses and Other Current Assets
Other Assets
Accrued Expenses and Other Current Liabilities
Other Liabilities, Non- current
Forward contracts - sell Euro
Cash flow
2/2022
€
39,000
$
—
$
—
$
1,851
$
—
Forward contracts - sell Canadian Dollars
Cash flow
2/2023
$
34,000
—
33
1,061
—
Forward contracts - sell Pounds
Cash flow
2/2023
£
34,500
—
—
2,026
21
Forward contracts - sell Australian Dollars
Cash flow
11/2021
A$
4,000
—
—
18
—
Interest rate swaps
Cash flow
1/2024
$
225,000
—
—
4,407
5,534
Subtotal
—
33
9,363
5,555
Derivatives not designated under hedge accounting
Cross-currency debt swaps - Euro
(1)
4/2022
€
6,000
—
—
—
817
Cross-currency debt swaps - Pounds
(1)
4/2022
£
4,500
—
—
—
756
Subtotal
—
—
—
1,573
Total fair value
$
—
$
33
$
9,363
$
7,128
(1)These cross-currency debt swaps, for which we have not elected hedge accounting, adjust the currency denomination of a portion of our outstanding debt to the Euro and British Pound, as applicable, for the notional amounts reported, creating an economic hedge against currency movements.
We expect a net loss of $4.5 million associated with foreign currency contracts and interest rate swaps currently reported in AOCI to be reclassified into income over the next twelve months. The amount ultimately realized, however, will differ as exchange rates and interest rates change and the underlying contracts settle. See Notes 10 and 12 to these condensed consolidated financial statements for more information.
Counterparty Credit Risk
Financial instruments, including foreign currency contracts, cross-currency debt swaps and interest rate swaps, expose us to counterparty credit risk for non-performance. We manage our exposure to counterparty credit risk by only dealing with counterparties who are substantial international financial institutions with significant experience using such derivative instruments. We believe that the risk of incurring credit losses is remote.
Note 12 - Accumulated Other Comprehensive Income (Loss)
The changes in AOCI by component and related tax effects for the periods presented were as follows:
(in thousands)
Interest Rate Swaps
Foreign Currency Contracts
Total
Balance at February 29, 2020
$
(8,199)
$
1,194
$
(7,005)
Other comprehensive loss before reclassification
(4,382)
(5,857)
(10,239)
Amounts reclassified out of AOCI
1,933
(673)
1,260
Tax effects
573
1,091
1,664
Other comprehensive loss
(1,876)
(5,439)
(7,315)
Balance at August 31, 2020
$
(10,075)
$
(4,245)
$
(14,320)
Balance at February 28, 2021
$
(7,576)
$
(4,080)
$
(11,656)
Other comprehensive (loss) income before reclassification
(224)
2,265
2,041
Amounts reclassified out of AOCI
2,634
2,087
4,721
Tax effects
(574)
(743)
(1,317)
Other comprehensive income
1,836
3,609
5,445
Balance at August 31, 2021
$
(5,740)
$
(471)
$
(6,211)
See Notes 9, 10 and 11 to these condensed consolidated financial statements for additional information regarding our cash flow hedges.
Note 13 - Segment Information
The following tables summarize segment information for the periods presented:
We reorganized the Company in Bermuda in 1994 and many of our foreign subsidiaries are not directly or indirectly owned by a U.S. parent. As such, a large portion of our foreign income is not subject to U.S. taxation on a permanent basis under current law. Additionally, our intellectual property is largely owned by foreign subsidiaries, resulting in proportionally higher earnings in jurisdictions with lower statutory tax rates, which decreases our overall effective tax rate. The taxable income earned in each jurisdiction, whether U.S. or foreign, is determined by the subsidiary's operating results and transfer pricing and tax regulations in the related jurisdictions.
For interim periods, our income tax expense and resulting effective tax rate are based upon an estimated annual effective tax rate adjusted for the effects of items required to be treated as discrete to the period, including changes in tax laws, changes in estimated exposures for uncertain tax positions and other items.
On March 11, 2021, the American Rescue Plan Act (the “ARP”) was enacted and signed into law. The ARP is an economic stimulus package in response to the COVID-19 outbreak which contains tax provisions that did not have a material impact to our condensed consolidated financial statements.
On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was enacted and signed into law. The CARES Act is an emergency economic stimulus package in response to the COVID-19 outbreak that contains numerous tax provisions. Among other things, the CARES Act included technical corrections to the effective date language in the Tax Cuts and Jobs Act, enacted into law on December 22, 2017 (the “Tax Act”), related to net operating loss carrybacks.
Upon the enactment of the Tax Act in fiscal 2018, there was a net operating loss on our balance sheet, which was measured using the U.S. statutory tax rate in effect prior to enactment. As a result of the Tax Act, we were required to record a one-time charge of $17.9 million in fiscal 2018, which included a charge of $9.4 million to remeasure the net operating loss at the reduced rate at which it was expected to reverse in the future. The CARES Act effectively reversed the impact of the Tax Act on our net operating loss, resulting in a corresponding tax benefit of $9.4 million recorded in the first quarter of fiscal 2021.
For the three months ended August 31, 2021, income tax expense as a percentage of income before income tax was 19.8% compared to 9.6% for the same period last year. The year-over-year increase in the effective tax rate is primarily due to shifts in the mix of taxable income in our various tax jurisdictions. For the six months ended August 31, 2021, income tax expense as a percentage of income before income tax was 14.0% compared to 1.6% for the same period last year, primarily due to the mix of taxable income in our various tax jurisdictions, the benefit of the CARES Act in fiscal 2021 and excess tax benefits associated with share-based compensation recognized in the period in which it is settled.
Our Macau subsidiary generates income from the sale of the goods that it has sourced and procured. This subsidiary is responsible for the sourcing and procurement of a large portion of the products that we sell. We previously had an indefinite tax holiday in Macau conditioned on the subsidiary meeting certain employment and investment thresholds. The Macau Offshore Law and its supplementary regulations that grant tax incentives to approved offshore institutions was abolished on January 1, 2021. Existing approved offshore institutions such as ours continued to operate under the offshore regime until the end of the calendar year 2020. Beginning in calendar year 2021, our Macau subsidiary transitioned to onshore status and is now subject to a statutory corporate income tax of 12%. Because our Macau subsidiary is not directly or indirectly owned by a U.S. parent, there is no U.S. tax liability associated with the income generated in Macau.
Note 15 - Earnings Per Share
We compute basic earnings per share using the weighted average number of shares of common stock outstanding during the period. We compute diluted earnings per share using the weighted average number of shares of common stock outstanding plus the effect of dilutive securities. Dilutive securities at any given point in time may consist of outstanding options to purchase common stock and issued and contingently issuable unvested restricted stock units, performance stock units, restricted stock awards and performance restricted stock awards and other stock based awards. Anti-dilutive securities are not included in the computation of diluted earnings per share under the treasury stock method. See Note 5 to these condensed consolidated financial statements for more information regarding stock-based awards.
The following table presents our weighted average basic and diluted shares outstanding for the periods shown:
Three Months Ended August 31,
Six Months Ended August 31,
(in thousands)
2021
2020
2021
2020
Weighted average shares outstanding, basic
24,101
25,325
24,225
25,289
Incremental shares from share-based compensation arrangements
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with our condensed consolidated financial statements included under Part I, Item 1., “Financial Statements.” The various sections of this MD&A contain a number of forward-looking statements, all of which are based on our current expectations. Actual results may differ materially due to a number of factors, including those discussed in Part II, Item 1A.,“Risk Factors,” and in the section entitled “Information Regarding Forward-Looking Statements” following this MD&A, and in Part I, Item 3., “Quantitative and Qualitative Disclosures About Market Risk” in this report, as well as in Part II, Item IA., “Risk Factors” in the Company’s most recent annual report on Form 10-K for the fiscal year ended February 28, 2021 (“Form 10-K”) and its other filings with the Securities and Exchange Commission (the “SEC”). When used in this MD&A, unless otherwise indicated or the context suggests otherwise, references to “the Company”, “our Company”, “Helen of Troy”, “we”, “us”, or “our” refer to Helen of Troy Limited and its subsidiaries. Throughout this MD&A, we refer to our Leadership Brands, which are brands that have number-one and number-two positions in their respective categories and include OXO, Honeywell, Braun, PUR, Hydro Flask, Vicks, Hot Tools and Drybar.
This MD&A, including the tables under the headings “Operating Income, Operating Margin, Adjusted Operating Income (non-GAAP), and Adjusted Operating Margin (non-GAAP) by Segment” and “Net Income, Diluted EPS, Adjusted Income (non-GAAP), and Adjusted Diluted EPS (non-GAAP),” reports operating income, operating margin, net income and diluted earnings per share (“EPS”) without the impact of EPA compliance costs, restructuring charges, tax reform, amortization of intangible assets, and non-cash share-based compensation for the periods presented, as applicable. These measures may be considered non-GAAP financial information as set forth in SEC Regulation G, Rule 100. The tables reconcile these measures to their corresponding GAAP-based measures presented in our condensed consolidated statements of income. We believe that adjusted operating income, adjusted operating margin, adjusted income, and adjusted diluted EPS provide useful information to management and investors regarding financial and business trends relating to our financial condition and results of operations. We believe that these non-GAAP financial measures, in combination with our financial results calculated in accordance with GAAP, provide investors with additional perspective regarding the impact of such charges and benefits on applicable income, margin and earnings per share measures. We also believe that these non-GAAP measures facilitate a more direct comparison of our performance to our competitors. We further believe that including the excluded charges and benefits would not accurately reflect the underlying performance of our operations for the period in which the charges and benefits are incurred, even though such charges and benefits may be incurred and reflected in our GAAP financial results in the near future. The material limitation associated with the use of the non-GAAP financial measures is that the non-GAAP measures do not reflect the full economic impact of our activities. Our adjusted operating income, adjusted operating margin, adjusted income, and adjusted diluted EPS are not prepared in accordance with GAAP, are not an alternative to GAAP financial information and may be calculated differently than non-GAAP financial information disclosed by other companies. Accordingly, undue reliance should not be placed on non-GAAP information. These non-GAAP measures are discussed further and reconciled to their applicable GAAP-based measures contained in this MD&A beginning on page 36.
There were no material changes to the key financial measures discussed in our Form 10-K.
We incorporated as Helen of Troy Corporation in Texas in 1968 and were reorganized as Helen of Troy Limited in Bermuda in 1994. We are a leading global consumer products company offering creative products and solutions for our customers through a diversified portfolio of brands. We have built leading market positions through new product innovation, product quality and competitive pricing. We currently operate in three segments consisting of Housewares, Health & Home, and Beauty.
In fiscal 2015, we launched a five-year transformational strategy designed to improve the performance of our business segments and strengthen our shared service capabilities. Fiscal 2019 marked the completion of Phase I of our multi-year transformation strategy, which delivered performance across a wide range of measures. We improved organic sales growth by focusing on our Leadership Brands, made strategic acquisitions, became a more efficient operating company with strong global shared services, upgraded our organization and culture, improved inventory turns and return on invested capital, and returned capital to shareholders.
Fiscal 2020 began Phase II of our transformation, which is designed to drive the next five years of progress. The long-term objectives of Phase II include improved organic sales growth, continued margin expansion, and strategic and effective capital deployment. Phase II includes continued investment in our Leadership Brands, with a focus on growing them through consumer-centric innovation, expanding them more aggressively outside the United States of America (the “U.S.”), and adding new brands through acquisition. We are building further shared service capability and operating efficiency, as well as focusing on attracting, retaining, unifying and training the best people. Additionally, we are enhancing and consolidating our environmental, social and governance efforts and accelerating programs related to diversity, equity and inclusion to support our Phase II transformation.
In fiscal 2018, we announced a restructuring plan (referred to as “Project Refuel”) intended to enhance the performance primarily in the Beauty and former Nutritional Supplements segments. Project Refuel includes charges for a reduction-in-force and the elimination of certain contracts. During the first quarter of fiscal 2019, we expanded Project Refuel to include the realignment and streamlining of our supply chain structure. We are targeting total annualized profit improvements of approximately $10.5 million to $12.5 million over the duration of the plan. We estimate the plan to be completed during fiscal 2022 and expect to incur total restructuring charges of approximately $10.3 million over the duration of the plan, of which $9.6 million was incurred through the second quarter of fiscal 2022. See Note 7 to the accompanying condensed consolidated financial statements for additional information.
Consistent with our strategy of focusing resources on our Leadership Brands, during the fourth quarter of fiscal 2020, we committed to a plan to divest certain assets within our Beauty segment's mass channel personal care business, which included liquid, powder and aerosol products under brands such as Pert, Brut, Sure and Infusium (“Personal Care”). On June 7, 2021, we completed the sale of our Personal Care business, not including the Latin America and Caribbean regions, to HRB Brands LLC, for $44.7 million in cash. The net assets sold included intangible assets, inventory, certain net trade receivables, fixed assets and certain accrued sales discounts and allowances relating to our North America Personal Care business. During the second quarter of fiscal 2022, we recognized a gain on the sale totaling $0.5 million, which has been recognized in selling, general and administrative expense (“SG&A”) within our condensed consolidated statement of income. The transaction also includes an option that provides HRB Brands LLC the right to purchase the Latin America and Caribbean Personal Care businesses no later than the end of fiscal 2022, subject to meeting certain agreed-upon conditions. Accordingly, we have continued to classify the identified net assets of the Latin America and Caribbean Personal Care businesses as held for sale. See Note 3 to the accompanying condensed consolidated financial statements for additional information.
In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) to be a pandemic. The effects of the COVID-19 pandemic have had an unfavorable impact on certain parts of our business. The impact includes the effect of temporary closures of certain customer stores, or limited hours of operation, and materially lower store traffic, primarily during fiscal 2021. Additionally, COVID-19 has disrupted certain parts of our supply chain. Surges in demand and shifts in shopping patterns related to COVID-19, as well as other factors, have strained the global freight network, which is resulting in higher costs, less capacity, and longer lead times. These factors may impact our ability to fulfill some orders on a timely basis. Additionally, the extent of COVID-19’s impact on the demand for certain of our product lines in the future will depend on future developments, including the duration, spread and intensity of the pandemic, our continued ability to source and distribute our products, as well as any future government actions affecting consumers and the global economy generally, all of which are uncertain and difficult to predict considering the rapidly evolving landscape. Accordingly, our liquidity and financial results could be impacted in ways that we are not able to predict today.
Future developments are outside of our control, are highly uncertain and cannot be predicted. If the COVID-19 impact or potential economic downturn is prolonged, then it can further increase the difficulty of planning for operations. These and other potential impacts of the current public health crisis could therefore materially and adversely affect our business, financial condition, cash flows and results of operations.
Global Supply Chain and Cost Inflation Trends
Surges in demand and shifts in shopping patterns related to COVID-19, as well as other factors, have continued to strain the global supply chain network, which has resulted in carrier-imposed capacity restrictions, carrier delays, and longer lead times. Demand for Chinese imports has caused shipment receiving and unloading backlogs at many U.S. ports that have been unable to keep pace with unprecedented inbound container volume. The situation has been further exacerbated by COVID-19 illness and protocols at many port locations. Due to the backlog and increasing trade imbalance with China, many shipping containers are not being sent back to China, or are being sent to China empty. With continued increases in demand for containers, limited supply and freight vendors bearing the cost of shipping empty containers, the market cost of inbound freight has increased by several multiples compared to calendar year 2020 averages. In addition to increasing cost trends, our third party manufacturing partners are not equipped to hold meaningful amounts of inventory and if shipping container capacity remains limited or unavailable, they could pause manufacturing, which could ultimately impact our ability to meet consumer demand on a timely basis. Demand for raw materials, components and semiconductor chips impacted by the supply chain challenges described above have created surges in prices and shortages of these materials may become more significant which could further increase our costs. Further, in the U.S., the surge in demand along with COVID-19 related government stimulus and rising hourly labor wages, are creating labor shortages and higher labor costs. The majority of our hourly labor is employed in our distribution centers and these factors may increase our costs and negatively impact our ability to attract and retain qualified associates.
EPA Compliance Costs
Some of our product lines within our Health & Home segment are subject to product identification, labeling and claim requirements, which are monitored and enforced by regulatory agencies, such as the U.S. Environmental Protection Agency (the “EPA”), U.S. Customs and Border Protection, the U.S. Food and Drug Administration, and the U.S. Consumer Product Safety Commission.
In our quarterly report on Form 10-Q for our first quarter of fiscal 2022, we disclosed that we were in discussions with the EPA regarding the compliance of packaging claims on certain of our products in the
air and water filtration categories and a limited subset of humidifier products within the Health & Home segment that are sold in the U.S. The EPA did not raise any product quality, safety or performance issues. As a result of these packaging compliance discussions, on May 27, 2021, we voluntarily implemented a temporary stop shipment action across this line of products in the U.S. as we worked with the EPA towards an expedient resolution. In July 2021, the EPA approved modest changes to our labeling claims on packaging of existing water filtration products, which we implemented, and subsequently began shipping in limited quantities during the second quarter of fiscal 2022. The shipping volume for these products has continued to increase and, in September 2021, we returned to a more normalized level of shipping activity. In August 2021, the EPA approved changes to our air filtration packaging and we implemented a repackaging plan. We began shipping limited quantities of the impacted products as of the end of August 2021. We expect to return to a more normalized level of shipping activity for these products by the end of the third quarter of fiscal 2022. We have also resolved the majority of the packaging compliance concerns on the limited subset of humidifier products and do not expect them to have a material impact on our consolidated financial results.We continue to expect that our consolidated and Health & Home segment’s fiscal 2022 net sales revenue, gross profit and operating income will be materially and adversely impacted by the stop shipment actions and the time needed to execute repackaging plans after changes were approved by the EPA. The extent to which net sales revenue will be impacted will primarily depend on the duration of time required to repackage the affected inventory and resume normalized levels of shipping. In addition, our net sales revenue could be materially and adversely impacted by customer returns, an increase in sales discounts and allowances and by the potential impact of distribution losses at certain retailers.
During the first quarter of fiscal 2022, we recorded a $13.1 million charge to cost of goods sold to write-off the obsolete packaging for the affected products in our inventory on-hand and in-transit as of the end of the first quarter of fiscal 2022. During the second quarter of fiscal 2022, we incurred additional compliance costs of $3.0 million, comprised of incremental warehouse storage costs and legal fees of $2.6 million, which were recognized in SG&A, and storage and obsolete packaging charges from vendors of $0.4 million, which were recognized in cost of goods sold.These charges are referred to throughout this Form 10-Q as “EPA compliance costs.”In addition, during the second quarter of fiscal 2022, we incurred and capitalized into inventory costs to repackage a portion of our existing inventory of the affected products and expect to continue to incur and capitalize such costs as we continue to repackage the remainder of the inventory during the third and fourth quarters of fiscal 2022.We also expect to incur additional compliance costs, which may include incremental freight, warehouse storage costs, charges from vendors, and legal fees, among other things. Such potential incremental EPA compliance costs will be expensed as incurred and could materially and adversely impact our consolidated and Heath & Home segment's gross profit and operating income. Additional impacts or more pronounced adverse impacts may arise that we are not currently aware of today. Accordingly, our business, results of operations and financial condition could be adversely and materially impacted in ways that we are not able to predict today.
At this time, we are not aware of any fines or penalties related to this matter imposed against us by the EPA. While we do not anticipate material fines or penalties, there can be no assurances that such fines or penalties will not be imposed.
See Note 8 to our condensed consolidated financial statements for additional information and Part II, Item 1A., “Risk Factors” in this Form 10-Q for additional information on our related material risks.
Potential Impact of Tariffs
During fiscal 2021, 2020 and 2019, the Office of the U.S. Trade Representative (“USTR”) imposed, and in certain cases subsequently reduced or removed, additional tariffs on products imported from China. We purchase a high concentration of our products from unaffiliated manufacturers located in China. This concentration exposes us to risks associated with doing business globally, including changes in tariffs. Any alteration of trade agreements and terms between China and the U.S., including limiting trade with China, imposing additional tariffs on imports from China and potentially imposing other restrictions on
exports from China to the U.S. may result in further and/or higher tariffs or retaliatory trade measures by China. Furthermore, in certain cases, we have been successful in obtaining tariff exclusions from the USTR on certain products that we import. These exclusions generally expire after a designated period of time. In the case that a tariff exclusion is not granted or extended, higher tariffs would be assessed on the related products.
Foreign Currency Exchange Rate Fluctuations
Due to the nature of our operations, we have exposure to the impact of fluctuations in exchange rates from transactions that are denominated in a currency other than our functional currency (the U.S. Dollar). Such transactions include sales, certain inventory purchases and operating expenses. The most significant currencies affecting our operating results are the British Pound, Euro, Canadian Dollar, and Mexican Peso.
For the three months ended August 31, 2021, changes in foreign currency exchange rates had a favorable year-over-year impact on consolidated U.S. Dollar reported net sales revenue of approximately $2.1 million, or 0.4%, compared to an insignificant amount for the same period last year. For the six months ended August 31, 2021, changes in foreign currency exchange rates had a favorable year-over-year impact on consolidated U.S. Dollar reported net sales revenue of approximately $7.6 million, or 0.8%, compared to an unfavorable impact of $4.9 million, or 0.6% for the same period last year.
Consumer Spending and Changes in Shopping Preferences
Our business depends upon discretionary consumer demand for most of our products and primarily operates within mature and highly developed consumer markets. The principal driver of our operating performance is the strength of the U.S. retail economy. Approximately 78% and 81% of our consolidated net sales revenue was from U.S. shipments during the three month periods ended August 31, 2021 and 2020, respectively. For the six month periods ended August 31, 2021 and 2020, U.S. shipments were approximately 76% and 79% of our consolidated net sales revenue.
Our concentration of sales reflects the evolution of consumer shopping preferences to online or multichannel shopping experiences. Our net sales to retail customers fulfilling end-consumer online orders and online sales directly to consumers comprised approximately 22% of our total consolidated net sales revenue for both the three and six month periods ended August 31, 2021, and declined approximately 18% and 7%, respectively, compared to the same periods in the prior year.
For the three and six month periods ended August 31, 2020, our net sales to retail customers fulfilling end-consumer online orders and online sales directly to consumers comprised approximately 24% and 26%, respectively, of our total consolidated net sales revenue, and both grew approximately 32% compared to the same periods in the prior year.
With the continued growth in online sales across the retail landscape, many brick and mortar retailers are aggressively looking for ways to improve their customer delivery capabilities to be able to meet customer expectations. As a result, it will become increasingly important for us to leverage our distribution capabilities in order to meet the changing demands of our customers, as well as to increase our online capabilities to support our direct-to-consumer sales channels and online channel sales by our retail customers.
Sales in several of our Health & Home segment categories are highly correlated to the severity of winter weather and cough/cold/flu incidence. In the U.S., the cough/cold/flu season historically runs from November through March, with peak activity normally in January to March. The 2020-2021 cough/cold/flu season experienced historically low incidence levels due to COVID-19 prevention measures including mask-wearing, remote learning, work from home, and reduced travel, brick and mortar shopping, and group gatherings. For the 2019-2020 season, cough/cold/flu incidence was slightly higher than the 2018-2019 season, which was a below average season.
The following tables provide selected operating data, in U.S. Dollars, as a percentage of net sales revenue, and as a year-over-year percentage change.
•Consolidated net sales revenue decreased 10.5%, or $55.6 million, to $475.2 million for the three months ended August 31, 2021, compared to $530.9 million for the same period last year.
•Consolidated operating income decreased 32.2%, or $32.0 million, to $67.3 million for the three months ended August 31, 2021, compared to $99.3 million for the same period last year. Consolidated operating margin decreased 4.5 percentage points to 14.2% of consolidated net sales revenue for the three months ended August 31, 2021, compared to 18.7% for the same period last year.
•Consolidated adjusted operating income decreased 25.0%, or $27.1 million, to $81.4 million for the three months ended August 31, 2021, compared to $108.5 million for the same period last year. Consolidated adjusted operating margin decreased 3.3 percentage points to 17.1% of consolidated net sales revenue for the three months ended August 31, 2021, compared to 20.4% for the same period last year.
•Net income decreased 41.2%, or $36.0 million, to $51.3 million for the three months ended August 31, 2021, compared to $87.3 million for the same period last year. Diluted EPS decreased 38.5% to $2.11 for the three months ended August 31, 2021, compared to $3.43 for the same period last year.
•Adjusted income decreased 32.8%, or $31.5 million, to $64.5 million for the three months ended August 31, 2021, compared to $95.9 million for the same period last year. Adjusted diluted EPS decreased 29.7% to $2.65 for the three months ended August 31, 2021, compared to $3.77 for the same period last year.
Year-To-Date Fiscal 2022 Financial Results
•Consolidated net sales revenue increased 6.8%, or $64.8 million, to $1,016.5 million for the six months ended August 31, 2021, compared to $951.7 million for the same period last year.
•Consolidated operating income decreased 15.4%, or $24.1 million, to $132.1 million for the six months ended August 31, 2021, compared to $156.3 million for the same period last year. Consolidated operating margin decreased 3.4 percentage points to 13.0% of consolidated net sales revenue for the six months ended August 31, 2021, compared to 16.4% for the same period last year.
•Consolidated adjusted operating income decreased 1.8%, or $3.2 million, to $176.3 million for the six months ended August 31, 2021, compared to $179.6 million for the same period last year. Consolidated adjusted operating margin decreased 1.6 percentage points to 17.3% of consolidated net sales revenue for the six months ended August 31, 2021, compared to 18.9% for the same period last year.
•Net income decreased 26.6%, or $39.3 million, to $108.3 million for the six months ended August 31, 2021, compared to $147.6 million for the same period last year. Diluted EPS decreased 23.9% to $4.42 for the six months ended August 31, 2021, compared to $5.81 for the same period last year.
•Adjusted income decreased 6.1%, or $9.8 million, to $150.3 million for the six months ended August 31, 2021, compared to $160.1 million for the same period last year. Adjusted diluted EPS
decreased 2.5% to $6.14 for the six months ended August 31, 2021, compared to $6.30 for the same period last year.
Consolidated and Segment Net Sales Revenue
The following tables summarize the impact that Organic business and foreign currency had on our net sales revenue by segment:
Three Months Ended August 31,
(in thousands)
Housewares
Health & Home
Beauty
Total
Fiscal 2021 sales revenue, net
$
201,863
$
211,454
$
117,535
$
530,852
Organic business
13,084
(70,910)
145
(57,681)
Impact of foreign currency
271
935
851
2,057
Change in sales revenue, net
13,355
(69,975)
996
(55,624)
Fiscal 2022 sales revenue, net
$
215,218
$
141,479
$
118,531
$
475,228
Total net sales revenue growth (decline)
6.6
%
(33.1)
%
0.8
%
(10.5)
%
Organic business
6.5
%
(33.5)
%
0.1
%
(10.9)
%
Impact of foreign currency
0.1
%
0.4
%
0.7
%
0.4
%
Six Months Ended August 31,
(in thousands)
Housewares
Health & Home
Beauty
Total
Fiscal 2021 sales revenue, net
$
342,491
$
411,410
$
197,786
$
951,687
Organic business
65,211
(69,707)
61,697
57,201
Impact of foreign currency
1,160
3,872
2,531
7,563
Change in sales revenue, net
66,371
(65,835)
64,228
64,764
Fiscal 2022 sales revenue, net
$
408,862
$
345,575
$
262,014
$
1,016,451
Total net sales revenue growth (decline)
19.4
%
(16.0)
%
32.5
%
6.8
%
Organic business
19.0
%
(16.9)
%
31.2
%
6.0
%
Impact of foreign currency
0.3
%
0.9
%
1.3
%
0.8
%
In the above tables, Organic business refers to our net sales revenue associated with product lines or brands after the first twelve months from the date the product line or brand was acquired, excluding the impact that foreign currency remeasurement had on reported net sales revenue. Net sales revenue from internally developed brands or product lines is considered Organic business activity.
We define Core business as strategic business that we expect to be an ongoing part of our operations, and Non-Core business as business or net assets (including net assets held for sale) that we expect to divest within a year of its designation as Non-Core. During the fourth quarter of fiscal 2020, we committed to a plan to divest certain assets within our Personal Care business. As a result, sales from our Personal Care business are included in Non-Core business for all periods presented. On June 7, 2021, we completed the sale of our North America Personal Care business. Sales from our Latin America and Caribbean Personal Care businesses continue to be included in Non-Core business for all periods presented above as the related net assets continue to be classified as held for sale.
Comparison of Second Quarter Fiscal 2022 to Second Quarter Fiscal 2021
Consolidated net sales revenue decreased $55.6 million, or 10.5%, to $475.2 million, compared to $530.9 million. The decline was driven by a decrease from Organic business of $57.7 million, or 10.9%, primarily due to:
•a decrease in sales in our Health & Home segment as a result of the EPA packaging compliance matter and related stop shipment actions; and
•a net sales revenue decline in Non-Core business primarily due to the sale of our North America Personal Care business during the second quarter of fiscal 2022.
These factors were partially offset by:
•higher brick and mortar sales in our Beauty and Housewares segments due primarily to strong consumer demand and the favorable comparative impact of COVID-19 related store closures and reduced store traffic in the prior period;
•higher sales in the closeout channel; and
•growth in consolidated international sales.
Net sales revenue was also favorably impacted by net foreign currency fluctuations of approximately $2.1 million, or 0.4%.
Net sales revenue from our Leadership Brands was $393.8 million, compared to $431.4 million for the same period last year, representing a decline of 8.7%, primarily due to the EPA packaging compliance matter and related stop shipment actions.
Comparison of First Six Months of Fiscal 2022 to First Six Months of Fiscal 2021
Consolidated net sales revenue increased $64.8 million, or 6.8%, to $1,016.5 million, compared to $951.7 million. Growth was driven by an increase from Organic business of $57.2 million, or 6.0%, primarily reflecting:
•higher brick and mortar sales in our Beauty and Housewares segments due primarily to strong consumer demand and the favorable comparative impact of COVID-19 related store closures and reduced store traffic in the prior period;
•growth in consolidated international sales;
•higher sales in the club and closeout channels; and
•the favorable impact of orders that were not able to be shipped at the end of the fourth quarter of fiscal 2021 due to the impact of the late-February winter storm in the U.S. (“Winter Storm Uri”).
These factors were partially offset by:
•a decrease in sales in our Health & Home segment as a result of the EPA packaging compliance matter and related stop shipment actions; and
•a net sales revenue decline in Non-Core business primarily due to the sale of our North America Personal Care business during the second quarter of fiscal 2022.
Net sales revenue was also favorably impacted by net foreign currency fluctuations of approximately $7.6 million, or 0.8%.
Net sales revenue from our Leadership Brands was $822.9 million, compared to $780.4 million for the same period last year, representing an increase of 5.4%.
Comparison of Second Quarter Fiscal 2022 to Second Quarter Fiscal 2021
Net sales revenue increased $13.4 million, or 6.6%, to $215.2 million, compared to $201.9 million. Growth was driven by an increase from Organic business of $13.1 million, or 6.5%, primarily due to:
•an increase in brick and mortar sales for both OXO and Hydro Flask brands due to strong demand and the favorable comparative impact of COVID-19 related store closures, reduced store traffic and a soft back-to-school season in the prior year period;
•higher sales in the closeout channel; and
•growth in international sales.
These factors were partially offset by a decrease in online sales primarily due to the unfavorable comparative impact of a shift towards online shopping in the prior year period due to COVID-19 related store closures, as well as a decline in club channel sales.
Net sales revenue was favorably impacted by net foreign currency fluctuations of approximately $0.3 million, or 0.1%.
Comparison of First Six Months of Fiscal 2022 to First Six Months of Fiscal 2021
Net sales revenue increased $66.4 million, or 19.4%, to $408.9 million, compared to $342.5 million. Growth was driven by an increase from Organic business of $65.2 million, or 19.0%, primarily due to:
•an increase in brick and mortar sales for both OXO and Hydro Flask brands due to strong demand and the favorable comparative impact of COVID-19 related store closures, reduced store traffic and a soft back-to-school season in the prior year period;
•higher sales in the club and closeout channels;
•growth in international sales; and
•the favorable impact of orders that were not able to be shipped at the end of the fourth quarter of fiscal 2021 due to Winter Storm Uri.
These factors were partially offset by a decrease in online sales primarily due to the unfavorable comparative impact of a shift towards online shopping in the prior year period due to COVID-19 related store closures.
Net sales revenue was favorably impacted by net foreign currency fluctuations of approximately $1.2 million, or 0.3%.
Health & Home
Comparison of Second Quarter Fiscal 2022 to Second Quarter Fiscal 2021
Net sales revenue decreased $70.0 million, or 33.1%, to $141.5 million, compared to $211.5 million. The decline was driven by a decrease from Organic business of $70.9 million, or 33.5%, primarily due to a decrease in both brick and mortar and online sales of water filtration, air filtration and humidification products as a result of the EPA packaging compliance matter and related stop shipment actions, and a decline in sales of thermometers due to stronger COVID-19 driven demand for healthcare products in the comparative prior period.
These factors were partially offset by an increase in sales of heaters and new product introductions.
Net sales revenue was also favorably impacted by net foreign currency fluctuations of approximately $0.9 million, or 0.4%.
Comparison of First Six Months of Fiscal 2022 to First Six Months of Fiscal 2021
Net sales revenue decreased $65.8 million, or 16.0%, to $345.6 million, compared to $411.4 million. The decline was driven by a decrease from Organic business of $69.7 million, or 16.9%, primarily due to a decrease in both brick and mortar and online sales of water filtration, air filtration and humidification products as a result of the EPA packaging compliance matter and related stop shipment actions, and a decline in sales of thermometers due to stronger COVID-19 driven demand for healthcare products in the comparative period.
These factors were partially offset by an increase in sales of fans, heaters and new product introductions, as well as the favorable impact of orders that were not able to be shipped at the end of the fourth quarter of fiscal 2021 due to Winter Storm Uri.
Net sales revenue was also favorably impacted by net foreign currency fluctuations of approximately $3.9 million, or 0.9%.
Beauty
Comparison of Second Quarter Fiscal 2022 to Second Quarter Fiscal 2021
Net sales revenue increased $1.0 million, or 0.8%, to $118.5 million, compared to $117.5 million. The increase was driven by an increase from Organic business of $0.1 million, or 0.1%. The increase from Organic business primarily reflects higher appliance sales due to:
•an increase in brick and mortar sales due to the favorable comparative impact of COVID-19 related store closures and reduced store traffic in the prior year period;
•growth in the volumizer franchise due to continued high consumer demand;
•expanded distribution primarily in the club channel; and
•higher international sales.
These factors were partially offset by a decline in Non-Core business net sales revenue primarily due to the sale of the North America Personal Care business during the second quarter of fiscal 2022, and a decrease in online sales primarily due to the unfavorable comparative impact of a shift towards online shopping in the prior year period due to COVID-19 related store closures.
Net sales revenue was favorably impacted by net foreign currency fluctuations of approximately $0.9 million, or 0.7%.
Comparison of First Six Months of Fiscal 2022 to First Six Months of Fiscal 2021
Net sales revenue increased $64.2 million, or 32.5%, to $262.0 million, compared to $197.8 million. The increase was driven by an increase from Organic business of $61.7 million, or 31.2%. The increase from Organic business primarily reflects:
•an increase in brick and mortar sales due to the favorable comparative impact of COVID-19 related store closures and reduced store traffic in the prior year period;
•growth in the volumizer franchise due to continued high consumer demand;
•expanded distribution primarily in the club channel, new product introductions, and the favorable comparative impact of constrained supply levels in the prior year period;
•higher international sales;
•an increase in online channel sales; and
•the favorable impact of orders that were not able to be shipped at the end of the fourth quarter of fiscal 2021 due to Winter Storm Uri.
These factors were partially offset by a decline in Non-Core business net sales revenue primarily due to the sale of the North America Personal Care business during the second quarter of fiscal 2022.
Net sales revenue was favorably impacted by net foreign currency fluctuations of approximately $2.5 million, or 1.3%.
Consolidated Gross Profit Margin
Comparison of Second Quarter Fiscal 2022 to Second Quarter Fiscal 2021
Consolidated gross profit margin increased 0.9 percentage points to 44.3%, compared to 43.4%. The increase in consolidated gross profit margin was primarily due to favorable product mix within the Beauty segment and a favorable mix of more Housewares and Beauty sales within our consolidated net sales revenue.
This was partially offset by:
•higher inbound freight expense due to rising freight rates and container supply shortages;
•a less favorable channel mix within the Housewares segment; and
•EPA compliance costs recognized in cost of goods sold in the Health & Home segment of $0.4 million.
Comparison of First Six Months of Fiscal 2022 to First Six Months of Fiscal 2021
Consolidated gross profit margin decreased 0.6 percentage points to 42.4%, compared to 43.0%. The decrease in consolidated gross profit margin was primarily due to:
•higher inbound freight expense due to rising freight rates and container supply shortages;
•EPA compliance costs recognized in cost of goods sold in the Health & Home segment of $13.5 million; and
•a less favorable channel mix within the Housewares segment.
These factors were partially offset by a more favorable product mix within the Beauty segment and a favorable mix of more Housewares and Beauty sales within our consolidated net sales revenue.
Consolidated SG&A
Comparison of Second Quarter Fiscal 2022 to Second Quarter Fiscal 2021
Consolidated SG&A ratio increased 5.4 percentage points to 30.1%, compared to 24.7%. The increase in the consolidated SG&A ratio was primarily due to:
•the comparative impact of higher personnel and advertising expenses due to cost reduction initiatives in the prior year period related to the uncertainty of COVID-19;
•higher distribution expense;
•unfavorable operating leverage;
•higher share-based compensation expense;
•the unfavorable impact of foreign currency exchange fluctuations; and
•EPA compliance costs of $2.6 million in the Health & Home segment.
Comparison of First Six Months of Fiscal 2022 to First Six Months of Fiscal 2021
Consolidated SG&A ratio increased 2.8 percentage points to 29.4%, compared to 26.6%. The increase in the consolidated SG&A ratio was primarily due to:
•the comparative impact of higher personnel and advertising expenses due to cost reduction initiatives in the prior year period related to the uncertainty of COVID-19;
•higher distribution expense;
•higher share-based compensation expense;
•the unfavorable impact of foreign currency exchange fluctuations; and
•EPA compliance costs of $2.6 million in the Health & Home segment as a result of the EPA packaging compliance matter and related stop shipment actions.
These factors were partially offset by:
•reduced royalty expense;
•reduced amortization expense;
•decreased annual incentive compensation expense; and
•favorable operating leverage.
Restructuring Charges
Comparison of Second Quarter Fiscal 2022 to Second Quarter Fiscal 2021
We incurred $0.4 million of pre-tax restructuring costs during the three months ended August 31, 2021 under Project Refuel related to employee severance and termination benefits. An insignificant amount of pre-tax restructuring costs were incurred during the same period last year.
Comparison of First Six Months of Fiscal 2022 to First Six Months of Fiscal 2021
During both the six months ended August 31, 2021 and 2020, we incurred $0.4 million of pre-tax restructuring costs under Project Refuel primarily related to employee severance and termination benefits. Restructuring costs incurred during the six months ended August 31, 2020 also included contract termination costs.
Operating Income, Operating Margin, Adjusted Operating Income (non-GAAP), and Adjusted Operating Margin (non-GAAP) by Segment
In order to provide a better understanding of the comparative impact of certain items on our operating income, the tables that follow report the comparative pre-tax impact of EPA compliance costs, restructuring charges, amortization of intangible assets, and non-cash share-based compensation, as applicable, on operating income and operating margin for each segment and in total for the periods presented below. Adjusted operating income and adjusted operating margin may be considered non-GAAP financial measures as contemplated by SEC Regulation G, Rule 100. For additional information regarding management’s decision to present this non-GAAP financial information, see the introduction to this Item 2., “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Comparison of Second Quarter Fiscal 2022 to Second Quarter Fiscal 2021
Consolidated operating income was $67.3 million, or 14.2% of net sales revenue, compared to $99.3 million, or 18.7% of net sales revenue. The 4.5 percentage point decrease in consolidated operating margin was primarily due to:
•the comparative impact of higher personnel and advertising expenses due to cost reduction initiatives in the prior year period related to the uncertainty of COVID-19;
•higher inbound freight expense due to rising freight rates and container supply shortages;
•increased distribution expenses;
•unfavorable operating leverage;
•EPA compliance costs of $3.0 million in the Health & Home segment;
•higher share-based compensation expense; and
•the unfavorable impact of foreign currency exchange fluctuations.
These factors were partially offset by:
•a favorable product mix within the Beauty segment and a favorable mix of more Housewares and Beauty sales within our consolidated net sales revenue;
•decreased amortization expense;
•lower royalty expense; and
•lower annual incentive compensation expense.
Consolidated adjusted operating income decreased 25.0% to $81.4 million, or 17.1% of net sales revenue, compared to $108.5 million, or 20.4% of net sales revenue.
Comparison of First Six Months of Fiscal 2022 to First Six Months of Fiscal 2021
Consolidated operating income was $132.1 million, or 13.0% of net sales revenue, compared to $156.3 million, or 16.4% of net sales revenue. The 3.4 percentage point decrease in consolidated operating margin was primarily due to:
•the comparative impact of higher personnel and advertising expenses due to cost reduction initiatives in the prior year period related to the uncertainty of COVID-19;
•higher inbound freight expense due to rising freight rates and container supply shortages;
•EPA compliance costs of $16.1 million in the Health & Home segment;
•increased distribution expenses;
•higher share-based compensation expense; and
•the unfavorable impact of foreign currency exchange fluctuations.
These factors were partially offset by:
•a favorable product mix within the Beauty segment and a favorable mix of more Housewares and Beauty sales within our consolidated net sales revenue;
•reduced royalty expense;
•reduced amortization expense; and
•decreased annual incentive compensation expense.
Consolidated adjusted operating income decreased 1.8% to $176.3 million, or 17.3% of net sales revenue, compared to $179.6 million, or 18.9% of net sales revenue.
Comparison of Second Quarter Fiscal 2022 to Second Quarter Fiscal 2021
Operating income was $41.9 million, or 19.5% of segment net sales revenue, compared to $45.4 million, or 22.5% of segment net sales revenue. The 3.0 percentage point decrease in segment operating margin was primarily due to:
•a less favorable channel mix;
•higher inbound freight expense due to rising freight rates and container supply shortages;
•increased distribution costs;
•an increase in marketing expense; and
•higher share-based compensation expense.
These factors were partially offset by reduced annual incentive compensation expense and favorable operating leverage.
Adjusted operating income decreased 3.9%to $46.0 million, or 21.4% of segment net sales revenue, compared to $47.8 million, or 23.7% of segment net sales revenue.
Comparison of First Six Months of Fiscal 2022 to First Six Months of Fiscal 2021
Operating income was $69.1 million, or 16.9% of segment net sales revenue, compared to $68.6 million, or 20.0% of segment net sales revenue. The 3.1 percentage point decrease in segment operating margin was primarily due to:
•a less favorable channel mix;
•higher inbound freight expense due to rising freight rates and container supply shortages;
•higher distribution costs;
•an increase in marketing expense; and
•higher share-based compensation expense.
These factors were partially offset by favorable operating leverage.
Adjusted operating income increased 5.2%to $79.2 million, or 19.4% of segment net sales revenue, compared to $75.2 million, or 22.0% of segment net sales revenue.
Health & Home
Comparison of Second Quarter Fiscal 2022 to Second Quarter Fiscal 2021
Operating income was $4.8 million, or 3.4% of segment net sales revenue, compared to $33.8 million, or 16.0% of segment net sales revenue. The 12.6 percentage point decrease in segment operating margin was primarily due to:
•unfavorable operating leverage;
•EPA compliance costs of $3.0 million;
•increased personnel expense;
•higher inbound freight expense due to rising freight rates and container supply shortages;
•higher distribution costs;
•higher share-based compensation expense; and
•the unfavorable impact of foreign currency exchange fluctuations.
•the favorable comparative impact of tariff exclusion refunds received in the second quarter of fiscal 2022;
•lower royalty expense;
•reduced amortization expense; and
•decreased annual incentive compensation expense.
Adjusted operating income decreased 71.0% to $11.0 million, or 7.7% of segment net sales revenue, compared to $37.8 million, or 17.9% of segment net sales revenue.
Comparison of First Six Months of Fiscal 2022 to First Six Months of Fiscal 2021
Operating income was $16.0 million, or 4.6% of segment net sales revenue, compared to $65.3 million, or 15.9% of segment net sales revenue. The 11.3 percentage point decrease in segment operating margin was primarily due to:
•unfavorable operating leverage;
•EPA compliance costs of $16.1 million;
•higher personnel expense;
•higher inbound freight expense due to rising freight rates and container supply shortages;
•increased distribution costs;
•higher share-based compensation expense; and
•the unfavorable impact of foreign currency exchange fluctuations.
These factors were partially offset by:
•the favorable comparative impact of tariff exclusion refunds received in fiscal 2022; and
•reduced amortization expense.
Adjusted operating income decreased 45.7% to $40.8 million, or 11.8% of segment net sales revenue, compared to $75.1 million, or 18.2% of segment net sales revenue.
Beauty
Comparison of Second Quarter Fiscal 2022 to Second Quarter Fiscal 2021
Operating income was $20.6 million, or 17.4% of segment net sales revenue, compared to $20.1 million, or 17.1% of segment net sales revenue. The 0.3 percentage point increase in segment operating margin was primarily due to:
•a more favorable product mix;
•reduced annual incentive compensation expense;
•lower inventory obsolescence costs; and
•reduced royalty expense as a result of the amendment of the Revlon trademark license.
These factors were partially offset by:
•higher inbound freight expense due to rising freight rates and container supply shortages;
•increased marketing expense;
•higher personnel expense;
•an increase in share-based compensation expense;
•increased distribution expense; and
•the unfavorable impact of foreign currency exchange fluctuations.
Adjusted operating income increased 7.0% to $24.5 million, or 20.6% of segment net sales revenue, compared to $22.9 million, or 19.5% of segment net sales revenue.
Comparison of First Six Months of Fiscal 2022 to First Six Months of Fiscal 2021
Operating income was $47.0 million, or 17.9% of segment net sales revenue, compared to $22.3 million, or 11.3% of segment net sales revenue. The 6.6% percentage point increase in segment operating margin was primarily due to:
•favorable operating leverage;
•a more favorable product mix;
•lower inventory obsolescence costs;
•reduced annual incentive compensation expense; and
•reduced royalty expense as a result of the amendment of the Revlon trademark license.
These factors were partially offset by:
•higher inbound freight expense due to rising freight rates and container supply shortages;
•higher distribution expense;
•increased marketing expense;
•higher personnel expense; and
•an increase in share-based compensation expense.
Adjusted operating income increased 92.7% to $56.4 million, or 21.5% of segment net sales revenue, compared to $29.3 million, or 14.8% of segment net sales revenue.
Interest Expense
Comparison of Second Quarter Fiscal 2022 to Second Quarter Fiscal 2021
Interest expense was $3.3 million, compared to $2.8 million. The increase in interest expense was primarily due to higher average levels of debt outstanding compared to the same period last year, partially offset by lower average interest rates.
Comparison of First Six Months of Fiscal 2022 to First Six Months of Fiscal 2021
Interest expense was $6.3 million, compared to $6.6 million. The decrease in interest expense was primarily due to lower average interest rates, partially offset by higher average levels of debt outstanding compared to the same period last year.
Income Tax Expense
The period-over-period comparison of our effective tax rate is often impacted by the mix of taxable income in our various tax jurisdictions. Due to our organization in Bermuda and the ownership structure of our foreign subsidiaries, many of which are not owned directly or indirectly by a U.S. parent company, an immaterial amount of our foreign income is subject to U.S. taxation on a permanent basis under current law. Additionally, our intellectual property is largely owned by our foreign subsidiaries, resulting in proportionally higher earnings in jurisdictions with lower statutory tax rates, which decreases our overall effective tax rate.
On March 11, 2021, the American Rescue Plan Act (the “ARP”) was enacted and signed into law. The ARP is an economic stimulus package in response to the COVID-19 outbreak which contains tax provisions that did not have a material impact to our condensed consolidated financial statements.
On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was enacted and signed into law. The CARES Act is an emergency economic stimulus package in response to the COVID-19 outbreak that contains numerous tax provisions. Among other things, the CARES Act included technical corrections to the effective date language in the Tax Cuts and Jobs Act, enacted into law on December 22, 2017 (the “Tax Act”), related to net operating loss carrybacks.
Upon the enactment of the Tax Act in fiscal 2018, there was a net operating loss on our balance sheet, which was measured using the U.S. statutory tax rate in effect prior to enactment. As a result of the Tax Act, we were required to record a one-time charge of $17.9 million in fiscal 2018, which included a charge of $9.4 million to remeasure the net operating loss at the reduced rate at which it was expected to reverse in the future. The CARES Act effectively reversed the impact of the Tax Act on our net operating loss, resulting in a corresponding tax benefit of $9.4 million recorded in the first quarter of fiscal 2021.
For the three months ended August 31, 2021, income tax expense as a percentage of income before income tax was 19.8% compared to 9.6% for the same period last year. The year-over-year increase in the effective tax rate is primarily due to shifts in the mix of taxable income in our various tax jurisdictions. For the six months ended August 31, 2021, income tax expense as a percentage of income before income tax was 14.0% compared to 1.6% for the same period last year, primarily due to the mix of taxable income in our various tax jurisdictions, the benefit of the CARES Act in fiscal 2021 and excess tax benefits associated with share-based compensation recognized in the period in which it is settled.
Our Macau subsidiary generates income from the sale of the goods that it has sourced and procured.This subsidiary is responsible for the sourcing and procurement of a large portion of the products that we sell.We previously had an indefinite tax holiday in Macau conditioned on the subsidiary meeting certain employment and investment thresholds. The Macau Offshore Law and its supplementary regulations that grant tax incentives to approved offshore institutions was abolished on January 1, 2021. Existing approved offshore institutions such as ours continued to operate under the offshore regime until the end of the calendar year 2020. Beginning in calendar year 2021, our Macau subsidiary transitioned to onshore status and is now subject to a statutory corporate income tax of 12%. We expect the impact of this change to increase our overall effective tax rate by 1.5 to 2.0 percentage points on an annual basis, beginning with our fiscal 2022. Because our Macau subsidiary is not directly or indirectly owned by a U.S. parent, there is no U.S. tax liability associated with the income generated in Macau.
Net Income, Diluted EPS, Adjusted Income (non-GAAP), and Adjusted Diluted EPS (non-GAAP)
In order to provide a better understanding of the impact of certain items on our income and diluted EPS, the tables that follow report the comparative after-tax impact of EPA compliance costs, restructuring charges, tax reform, amortization of intangible assets, and non-cash share-based compensation, as applicable, on income and diluted EPS for the periods presented below. For additional information regarding management’s decision to present this non-GAAP financial information, see the introduction to this Item 2., “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Three Months Ended August 31, 2021
Income
Diluted EPS
(in thousands, except per share data)
Before Tax
Tax
Net of Tax
Before Tax
Tax
Net of Tax
As reported (GAAP)
$
64,015
$
12,700
$
51,315
$
2.63
$
0.52
$
2.11
EPA compliance costs
2,960
44
2,916
0.12
—
0.12
Restructuring charges
369
6
363
0.02
—
0.01
Subtotal
67,344
12,750
54,594
2.77
0.52
2.24
Amortization of intangible assets
2,986
198
2,788
0.12
0.01
0.11
Non-cash share-based compensation
7,780
712
7,068
0.32
0.03
0.29
Adjusted (non-GAAP)
$
78,110
$
13,660
$
64,450
$
3.21
$
0.56
$
2.65
Weighted average shares of common stock used in computing diluted EPS
24,347
Three Months Ended August 31, 2020
Income
Diluted EPS
(in thousands, except per share data)
Before Tax
Tax
Net of Tax
Before Tax
Tax
Net of Tax
As reported (GAAP)
$
96,590
$
9,257
$
87,333
$
3.79
$
0.36
$
3.43
Restructuring charges
34
—
34
—
—
—
Subtotal
96,624
9,257
87,367
3.80
0.36
3.43
Amortization of intangible assets
4,552
206
4,346
0.18
0.01
0.17
Non-cash share-based compensation
4,624
397
4,227
0.18
0.02
0.17
Adjusted (non-GAAP)
$
105,800
$
9,860
$
95,940
$
4.16
$
0.39
$
3.77
Weighted average shares of common stock used in computing diluted EPS
25,458
Six Months Ended August 31, 2021
Income
Diluted EPS
(in thousands, except per share data)
Before Tax
Tax
Net of Tax
Before Tax
Tax
Net of Tax
As reported (GAAP)
$
125,957
$
17,670
$
108,287
$
5.14
$
0.72
$
4.42
EPA compliance costs
16,072
241
15,831
0.66
0.01
0.65
Restructuring charges
375
6
369
0.02
—
0.02
Subtotal
142,404
17,917
124,487
5.81
0.73
5.08
Amortization of intangible assets
5,969
406
5,563
0.24
0.02
0.23
Non-cash share-based compensation
21,800
1,571
20,229
0.89
0.06
0.83
Adjusted (non-GAAP)
$
170,173
$
19,894
$
150,279
$
6.95
$
0.81
$
6.14
Weighted average shares of common stock used in computing diluted EPS
Weighted average shares of common stock used in computing diluted EPS
25,428
Comparison of Second Quarter Fiscal 2022 to Second Quarter Fiscal 2021
Net Income was $51.3 million, compared to $87.3 million. Diluted EPS was $2.11, compared to $3.43. Diluted EPS decreased primarily due to lower operating income in the Health & Home and Housewares segments, an increase in the effective income tax rate and higher interest expense, partially offset by higher operating income in the Beauty segment and lower weighted average diluted shares outstanding.
Adjusted income decreased $31.5 million, or 32.8%, to $64.5 million, compared to $95.9 million. Adjusted diluted EPS decreased 29.7% to $2.65, compared to $3.77.
Comparison of First Six Months of Fiscal 2022 to First Six Months of Fiscal 2021
Net Income was $108.3 million, compared to $147.6 million. Diluted EPS was $4.42, compared to $5.81. Diluted EPS decreased primarily due to lower operating income in the Health & Home segment and a higher effective income tax rate primarily due to the tax reform benefit recognized in the prior year period, partially offset by higher operating income in the Beauty and Housewares segments, reduced interest expense and lower weighted average diluted shares outstanding.
Adjusted income decreased $9.8 million, or 6.1%, to $150.3 million, compared to $160.1 million. Adjusted diluted EPS decreased 2.5% to $6.14, compared to $6.30.
Financial Condition, Liquidity and Capital Resources
Selected measures of our liquidity and capital resources are shown for the periods below:
Six Months Ended August 31,
2021
2020
Accounts receivable turnover (days) (1)
72.4
68.7
Inventory turnover (times) (1)
2.5
3.3
Working capital(in thousands)
$
491,532
$
451,583
Current ratio
1.8:1
1.9:1
Ending debt to ending equity ratio
37.2%
22.9%
Return on average equity (1)
17.2%
17.9%
(1)Accounts receivable turnover, inventory turnover and return on average equity computations use 12 month trailing net sales revenue, cost of goods sold or net income components as required by the particular measure. The current and four prior quarters' ending balances of accounts receivable, inventory and equity are used for the purposes of computing the average balance component as required by the particular measure.
We principally rely on our cash flow from operations and borrowings under our Credit Agreement (as defined below) to finance our operations, capital and intangible asset expenditures, acquisitions and share repurchases. Historically, our principal uses of cash to fund our operations have included operating expenses, primarily SG&A, and working capital, predominantly for inventory purchases and the extension
of credit to our retail customers. We have been able to typically generate positive cash flow from operations sufficient to fund our operating activities. In the past, we have utilized a combination of available cash and existing, or additional, sources of financing to fund strategic acquisitions, share repurchases and capital investments. We had $31.8 million in cash and cash equivalents at August 31, 2021. As of August 31, 2021, the amount of cash and cash equivalents held by our foreign subsidiaries was $22.0 million. We have no existing activities involving special purpose entities or off-balance sheet financing.
Based on our current financial condition and current operations, we believe that cash flows from operations and available financing sources will continue to provide sufficient capital resources to fund our foreseeable short- and long-term liquidity requirements.
We continue to evaluate acquisition opportunities on a regular basis. We may finance acquisition activity with available cash, the issuance of shares of common stock, additional debt, or other sources of financing, depending upon the size and nature of any such transaction and the status of the capital markets at the time of such acquisition. We may also elect to repurchase additional shares of common stock under our Board of Directors' authorization, subject to limitations contained in our debt agreements and based upon our assessment of a number of factors, including share price, trading volume and general market conditions, working capital requirements, general business conditions, financial conditions, any applicable contractual limitations, and other factors, including alternative investment opportunities. We may finance share repurchases with available cash, additional debt or other sources of financing. For additional information, see Part II, Item 5. “Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities” in our Form 10-K and Part II, Item 2., “Unregistered Sales of Equity Securities and Use of Proceeds" in this report.
Operating Activities
Operating activities used net cash of $58.3 million for the six months ended August 31, 2021, compared to net cash provided of $186.3 million for the same period last year. The decrease in cash provided by operating activities was primarily driven by an increase in cash used for working capital, incentive compensation payments and tax withholding settlements, and a decrease in cash earnings, partially offset by an increase in accrued income taxes.
Investing Activities
Investing activities provided net cash of $24.0 million during the six months ended August 31, 2021, compared to used cash of $15.2 million for the same period last year. The increase in cash provided by investing activities was primarily due to proceeds received from the sale of our North America Personal Care business and sale of property and equipment, partially offset by an increase in capital and intangible asset expenditures. We made investments in capital and intangible asset expenditures of $24.0 million during the six months ended August 31, 2021, compared to $15.2 million for the same period last year. The increase in capital and intangible asset expenditures was primarily for land and initial construction expenditures related to a new 2 million square foot distribution center for our Housewares segment. Capital and intangible asset expenditures during both periods also included expenditures for tools, molds, and other production equipment and computer, software, furniture and other equipment.
Financing activities provided net cash of $21.0 million during the six months ended August 31, 2021, compared to used cash of $47.1 million for the same period last year. The increase in cash provided by financing activities is primarily due to a net increase in proceeds from our line of credit partially offset by open market repurchases of common stock.
Credit and Other Debt Agreements
Credit Agreement
We have a credit agreement (the "Credit Agreement") with Bank of America, N.A., as administrative agent, and other lenders that provides for an unsecured total revolving commitment of $1.25 billion. As of August 31, 2021, the outstanding revolving loan principal balance was $459.0 million (excluding prepaid financing fees), the balance of outstanding letters of credit was $34.2 million and the amount available for borrowings was $756.8 million. Covenants in the Credit Agreement limit the amount of total indebtedness we can incur. As of August 31, 2021, these covenants effectively limited our ability to incur more than $727.6 million of additional debt from all sources, including the Credit Agreement, or $756.8 million in the event a qualified acquisition is consummated.
Other Debt Agreements
As of August 31, 2021, we have an aggregate principal balance of $16.7 million (excluding prepaid financing fees) under an unsecured loan agreement with the Mississippi Business Finance Corporation.
As of August 31, 2021, there have been no material changes to the information provided in our Form 10-K.
New Accounting Guidance
For information on recently adopted and issued accounting pronouncements, see Note 2 to the accompanying condensed consolidated financial statements.
Information Regarding Forward-Looking Statements
Certain written and oral statements may constitute “forward-looking statements” as defined under the Private Securities Litigation Reform Act of 1995. This includes statements made in this report, in other filings with the SEC, in press releases, and in certain other oral and written presentations. Generally, the words “anticipates”, “believes”, “expects”, “plans”, “may”, “will”, “would”, “should”, “seeks”, “estimates”, “project”, “predict”, “potential”, “currently”, “continue”, “intends”, and other similar words identify forward-looking statements. All statements that address operating results, events or developments that may occur in the future, including statements related to sales, earnings per share results, and statements expressing general expectations about future operating results, are forward-looking statements and are based upon our current expectations and various assumptions. We believe there is a reasonable basis for our expectations and assumptions, but there can be no assurance that we will realize our expectations or that our assumptions will prove correct. Forward-looking statements are subject to risks that could cause them to differ materially from actual results. Accordingly, we caution readers not to place undue reliance on forward-looking statements. We believe that these risks include but are not limited to the risks described in this report and that are otherwise described from time to time in our SEC reports as filed. We undertake no obligation to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise.
•our ability to successfully manage the demand, supply and operational challenges associated with the actual or perceived effects of COVID-19 and any similar future public health crisis, pandemic or epidemic;
•our ability to deliver products to our customers in a timely manner and according to their fulfillment standards;
•actions taken by large customers that may adversely affect our gross profit and operating results;
•our dependence on the strength of retail economies and vulnerabilities to any prolonged economic downturn, including from the effects of COVID-19;
•our dependence on sales to several large customers and the risks associated with any loss of, or substantial decline in, sales to top customers;
•expectations regarding recent acquisitions and any future acquisitions or divestitures, including our ability to realize related synergies along with our ability to effectively integrate acquired businesses or disaggregate divested businesses;
•our reliance on our Chief Executive Officer and a limited number of other key senior officers to operate our business;
•obsolescence or interruptions in the operation of our central global Enterprise Resource Planning systems and other peripheral information systems;
•occurrence of cyber incidents or failure by us or our third-party service providers to maintain cybersecurity and the integrity of confidential internal or customer data;
•our dependence on third-party manufacturers, most of which are located in the Asia Pacific market, and any inability to obtain products from such manufacturers;
•the risks associated with weather conditions, the duration and severity of the cold and flu season and other related factors;
•the geographic concentration and peak season capacity of certain U.S. distribution facilities which increase our risk to disruptions that could affect the our ability to deliver products in a timely manner;
•the risks associated with the use of licensed trademarks from or to third parties;
•our ability to develop and introduce a continuing stream of innovative new products to meet changing consumer preferences;
•the risks associated with trade barriers, exchange controls, expropriations, and other risks associated with domestic and foreign operations;
•the risks associated with significant changes in or our compliance with regulations, interpretations or product certification requirements;
•the risks associated with our discussions with the EPA on the implementation of compliance plans related to certain of our products within the Health & Home segment;
•the risks associated with global legal developments regarding privacy and data security that could result in changes to our business practices, penalties, increased cost of operations, or otherwise harm our business;
•the risks associated with accounting for tax positions and the resolution of tax disputes;
•the risks of potential changes in laws and regulations, including environmental, health and safety and tax laws, and the costs and complexities of compliance with such laws;
•our ability to continue to avoid classification as a Controlled Foreign Corporation;
•the risks associated with legislation enacted in Bermuda and Barbados in response to the European Union’s review of harmful tax competition;
•the risks of significant tariffs or other restrictions being placed on imports from China or Mexico or any retaliatory trade measures taken by China or Mexico;
•the risks associated with product recalls, product liability and other claims against us;
•associated financial risks including but not limited to, significant impairment of our goodwill, indefinite-lived and definite-lived intangible assets or other long-lived assets;
•the risks associated with foreign currency exchange rate fluctuations;
•increased costs of raw materials, energy and transportation;
•projections of product demand, sales and net income, which are highly subjective in nature, and from which future sales and net income could vary in a material amount; and
•the risks to our liquidity or cost of capital which may be materially adversely affected by constraints or changes in the capital and credit markets and limitations under our financing arrangements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in the information provided in the section entitled “Quantitative and Qualitative Disclosures about Market Risk” in our Form 10-K. Additional information regarding our risk management activities can be found in Notes 9, 10 and 11 to the accompanying unaudited condensed consolidated financial statements.
ITEM 4. CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES
Our management, under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), maintains disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”) that are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosures. Because of inherent limitations, disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of disclosure controls and procedures are met.
Our management, including our CEO and CFO, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended August 31, 2021. Based upon that evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective at a reasonable level of assurance as of August 31, 2021, the end of the period covered by this quarterly report on Form 10-Q.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
In connection with the evaluation described above, we identified no change in our internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act that occurred during our fiscal quarter ended August 31, 2021, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are involved in various legal claims and proceedings in the normal course of operations. We believe the outcome of these matters will not have a material adverse effect on our consolidated financial position, results of operations or liquidity, except as described below.
In our quarterly report on Form 10-Q for our first quarter of fiscal 2022, we disclosed that we were in discussions with the EPA regarding the compliance of packaging claims on certain of our products in the air and water filtration categories and a limited subset of humidifier products within the Health & Home segment that are sold in the U.S. The EPA did not raise any product quality, safety or performance issues. As a result of these packaging compliance discussions, on May 27, 2021, we voluntarily implemented a temporary stop shipment action across this line of products in the U.S. while we worked with the EPA towards an expedient resolution. In July 2021, the EPA approved modest changes to our labeling claims on packaging of existing water filtration products, which we implemented, and subsequently began shipping in limited quantities during the second quarter of fiscal 2022. The shipping volume for these products has continued to increase and, in September 2021, we returned to a more normalized level of shipping activity. In August 2021, the EPA approved changes to our air filtration packaging and we implemented a repackaging plan. We began shipping limited quantities of the impacted products as of the end of August 2021. We expect to return to a more normalized level of shipping activity for these products by the end of our third quarter of fiscal 2022. We have also resolved the majority of the packaging compliance concerns on the limited subset of humidifier products and do not expect them to have a material impact on our consolidated financial results. We continue to expect that our consolidated and Health & Home segment’s fiscal 2022 net sales revenue, gross profit and operating income will be materially and adversely impacted by the stop shipment actions and the time needed to execute repackaging plans after changes were approved by the EPA. At this time, we are not aware of any fines or penalties related to this matter imposed against us by the EPA. While we do not anticipate material fines or penalties, there can be no assurances that such fines or penalties will not be imposed.
See Note 8 to our condensed consolidated financial statements, Part I, Item 2., “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” including “EPA Compliance Costs” and Part II, Item 1A., “Risk Factors” in this Form 10-Q for additional information.
ITEM 1A. RISK FACTORS
The ownership of our common stock involves a number of risks and uncertainties. When evaluating the Company and our business before making an investment decision regarding our securities, potential investors should carefully consider the risk factors and uncertainties described in Part 1, Item 1A. “Risk Factors” of our annual report on Form 10-K for the fiscal year ended February 28, 2021 (“Form 10-K”). Since the filing of our Form 10-K, there have been no material changes in our risk factors from those disclosed therein except as follows.
Significant changes in or our compliance with regulations, interpretations or product certification requirements could adversely impact our operations.
As a global company, we are subject to U.S. and foreign regulations, including environmental, health and safety laws, and industry-specific product certifications. Many of the products we sell are subject to product safety laws and regulations in various jurisdictions. These laws and regulations specify the maximum allowable levels of certain materials that may be contained in our products, provide statutory prohibitions against misbranded and adulterated products, establish ingredients and manufacturing procedures for certain products, specify product safety testing requirements, and set product identification, labeling and claim requirements. For example, thermometers distributed by our Health & Home segment must comply with various regulations governing the production and distribution of medical devices.
Additionally, some of our product lines within our Health & Home segment are subject to product identification, labeling and claim requirements, which are monitored and enforced by regulatory agencies, such as the U.S. Environmental Protection Agency (the “EPA”), U.S. Customs and Border Protection, the U.S. Food and Drug Administration, and the U.S. Consumer Product Safety Commission.
In our quarterly report on Form 10-Q for our first quarter of fiscal 2022, we disclosed that we were in discussions with the EPA regarding the compliance of packaging claims on certain of our products in the air and water filtration categories and a limited subset of humidifier products within the Health & Home segment that are sold in the U.S. The EPA did not raise any product quality, safety or performance issues. As a result of these packaging compliance discussions, on May 27, 2021, we voluntarily implemented a temporary stop shipment action across this line of products in the U.S. while we worked with the EPA towards an expedient resolution. In July 2021, the EPA approved modest changes to our labeling claims on packaging of existing water filtration products, which we implemented, and subsequently began shipping in limited quantities during the second quarter of fiscal 2022. The shipping volume for these products has continued to increase and, in September 2021, we returned to a more normalized level of shipping activity. In August 2021, the EPA approved changes to our air filtration packaging and we implemented a repackaging plan. We began shipping limited quantities of the impacted products as of the end of August 2021. We have also resolved the majority of the packaging compliance concerns on the limited subset of humidifier products and do not expect them to have a material impact on our consolidated financial results.We continue to expect that our consolidated and Health & Home segment’s fiscal 2022 net sales revenue, gross profit and operating income will be materially and adversely impacted by the stop shipment actions and the time needed to execute repackaging plans after changes were approved by the EPA. The extent to which net sales revenue will be impacted will primarily depend on the duration of time required to repackage the affected inventory and resume normalized levels of shipping. In addition, our net sales revenue could be materially and adversely impacted by customer returns, an increase in sales discounts and allowances and by the potential impact of distribution losses at certain retailers. There can also be no assurance that fines or penalties will not be imposed by the EPA.
During the first quarter of fiscal 2022, we recorded a $13.1 million charge to cost of goods sold to write-off the obsolete packaging for the affected products in our inventory on-hand and in-transit as of the end of the first quarter of fiscal 2022. During the second quarter of fiscal 2022, we incurred additional compliance costs of $3.0 million, comprised of incremental warehouse storage costs and legal fees of $2.6 million, which were recognized in SG&A, and storage and obsolete packaging charges from vendors of $0.4 million, which were recognized in cost of goods sold.In addition, during the second quarter of fiscal 2022, we incurred and capitalized into inventory costs to repackage a portion of our existing inventory of the affected products and expect to continue to incur and capitalize such costs as we continue to repackage the remainder of the inventory during the third and fourth quarters of fiscal 2022.We also expect to incur additional compliance costs, which may include incremental freight, warehouse storage costs, charges from vendors, and legal fees, among other things. Such potential incremental EPA compliance costs will be expensed as incurred and could materially and adversely impact our consolidated and Heath & Home segment's gross profit and operating income. The consequences of the compliance requirements and other matters pertaining to our discussions with the EPA are inherently uncertain. Accordingly, additional impacts or more pronounced adverse impacts may arise that we are not currently aware of today. As a result, our business, results of operations and financial condition could be adversely and materially impacted in ways that we are not able to predict today. For additional information refer to Part I, Item 2., “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” including “EPA Compliance Costs” in this Form 10-Q.
The ongoing compliance efforts with the EPA related to our Health & Home products, as well as significant new regulations, material changes to existing regulations, or greater oversight, enforcement or changes in interpretation of existing regulations, could further delay or interrupt distribution of our products in the U.S. and other countries, result in fines or penalties or cause our costs of compliance to increase. Additionally, we cannot guarantee that our products will receive regulatory approval in all countries. Similarly, some of our Beauty segment’s customers require that our Beauty appliances comply
with various safety certifications, including UL certifications. Significant new certification requirements or changes to existing certification requirements could further delay or interrupt distribution of our products, or make them more costly to produce.
We are not able to predict the nature of potential changes to, or enforcement of laws, regulations, product certification requirements, repeals or interpretations. Nor are we able to predict the impact that any of these changes would have on our business in the future. Further, if we were found to be noncompliant with applicable laws and regulations in these or other areas, we could be subject to governmental or regulatory actions, including fines, import detentions, injunctions, product withdrawals or recalls or asset seizures, any of which could have a material adverse effect on our business, results of operations and financial condition.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
In August 2021, our Board of Directors authorized the repurchase of up to $500 million of our outstanding common stock. The authorization became effective August 25, 2021, for a period of three years, and replaced our former repurchase authorization, of which approximately $79.5 million remained. These repurchases may include open market purchases, privately negotiated transactions, block trades, accelerated stock repurchase transactions, or any combination of such methods. The number of shares purchased and the timing of the purchases will depend on a number of factors, including share price, trading volume and general market conditions, working capital requirements, general business conditions, financial conditions, any applicable contractual limitations, and other factors, including alternative investment opportunities. See Note 6 to the accompanying condensed consolidated financial statements for additional information.
Our current equity-based compensation plans include provisions that allow for the “net exercise” of share settled awards by all plan participants. In a net exercise, any required payroll taxes, federal withholding taxes and exercise price of the shares due from the equity holder can be settled by having the holder tender back to us a number of shares at fair value equal to the amounts due. Net exercises are treated as purchases and retirements of shares. The following table summarizes our share repurchase activity for the periods shown:
Period
Total Number of Shares Purchased (1)
Average Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Maximum Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (in thousands) (2)
June 1 to June 30, 2021
137
$
218.74
137
$
79,581
July 1 to July 31, 2021
75
225.02
75
79,564
August 1 to August 31, 2021
291
236.16
291
500,000
Total
503
$
229.76
503
(1)The number of shares above includes shares of common stock acquired from employees who tendered shares to: (i) satisfy the tax withholding on equity awards as part of our long-term incentive plans or (ii) satisfy the exercise price on stock option exercises. For the three months ended August 31, 2021, there were no common stock open market purchases.
(2)Reflects the remaining dollar value of shares that could be purchased under our former and current stock repurchase authorizations through the expiration or termination of the plan as applicable. For the periods presented, all share repurchases were under the former repurchase authorization. For additional information, see Note 6 to the accompanying condensed consolidated financial statements.
Financial statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended August 31, 2021, formatted in Inline eXtensible Business Reporting Language (“iXBRL”): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Stockholders' Equity, (v) Condensed Consolidated Statements of Cash Flows and (vi) Notes to the Condensed Consolidated Financial Statements.
104
Cover Page, Interactive Data File formatted in iXBRL and contained in Exhibit 101.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
HELEN OF TROY LIMITED
(Registrant)
Date:
October 8, 2021
/s/ Julien R. Mininberg
Julien R. Mininberg
Chief Executive Officer, Director and Principal Executive Officer
Date:
October 8, 2021
/s/ Brian L. Grass
Brian L. Grass
Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer
