☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 2022
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)
Bermuda
74-2692550
(State or other jurisdiction
(I.R.S. Employer
of incorporation or organization)
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 December 28, 2022, there were 23,992,278 common shares, $0.10 par value per share, outstanding.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
November 30, 2022
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 November 30, 2022 and February 28, 2022, 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, 2022 (“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 November 30, 2022, we operated three reportable segments: Home & Outdoor, Health & Wellness, and Beauty. Our Home & Outdoor segment provides a broad range of innovative consumer products for home activities such as food preparation, cooking, cleaning and organization, as well as products for outdoor and on the go activities such as hydration, food storage, backpacks, and travel gear. The Health & Wellness segment provides health and wellness products including healthcare devices, thermometers, water and air filtration systems, humidifiers, and fans. Our Beauty segment provides mass and prestige market beauty appliances including hair styling appliances, grooming tools, decorative hair accessories, and prestige market liquid-based hair and personal care products.
During the fourth quarter of fiscal 2023, we made changes to the structure of our organization in connection with our global restructuring plan (as further described in Note 8) that resulted in the Health & Wellness and Beauty operating segments being combined into a single reportable segment, which will be referred to as “Beauty & Wellness.” In connection with these organizational structure changes, corresponding changes were made to how our business is managed, how results are reported internally and to how our Chief Executive Officer (“CEO”), our chief operating decision maker, assesses performance and allocates resources. We believe that these changes better align internal resources and external go to market activities in order to create a more efficient and effective organizational structure. There were no changes to the products or brands included within our Home & Outdoor reportable segment as part of these organizational changes nor to the way in which our CEO assesses performance and allocates resources for the Home & Outdoor segment. Therefore, beginning with our fiscal 2023 Form 10-K, our future disclosures will reflect two reportable segments, Home & Outdoor and Beauty & Wellness, and we will recast the prior period segment information to conform to the change in the composition of these reportable segments. Accordingly, our external reportable segments will continue to
align with our internal reporting to enable users of the financial statements to better understand our performance, better assess our prospects for future net cash flows, and make more informed judgements about the Company as a whole.
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, Vietnam 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 North America Personal Care business to HRB Brands LLC, for $44.7 million in cash and recognized a gain on the sale in SG&A totaling $0.5 million. On March 25, 2022, we completed the sale of the Latin America and Caribbean Personal Care business to HRB Brands LLC, for $1.8 million in cash and recognized a gain on the sale in SG&A totaling $1.3 million. See Note 3 for additional information.
On April 22, 2022, we completed the acquisition of Recipe Products Ltd., a producer of innovative prestige hair care products for all types of curly and wavy hair under the Curlsmith brand (“Curlsmith”). The total purchase consideration was $147.9 million in cash, net of a final net working capital adjustment and cash acquired. See Note 4 for additional information.
On December 29, 2021, we completed the acquisition of Osprey Packs, Inc. (“Osprey”), a longtime U.S. leader in technical and everyday packs, for $409.3 million in cash, net of a final net working capital adjustment and cash acquired. Osprey is highly respected in the outdoor industry with a product lineup that includes a wide range of backpacks and daypacks for hiking, mountaineering, skiing, climbing, mountain biking, trail running, commuting, and school, as well as rugged adventure travel packs, wheeled luggage, and travel accessories. See Note 4 for additional information.
Macroeconomic trends and the COVID-19 pandemic have adversely impacted our business during fiscal 2023. In response to rising inflation, the Federal Open Market Committee has been raising interest rates, and has stated it intends to continue to raise rates into 2023. As a result, we incurred higher average interest rates compared to the same period last year, and we expect this trend to continue during the remainder of fiscal year 2023. While the actual timing and extent of the future increases in interest rates remains unknown, higher long-term interest rates are expected to significantly increase interest expense on our outstanding debt. High inflation and interest rates have also negatively impacted consumer disposable income, credit availability and spending, among others things, and may continue to have an adverse impact during the remainder of fiscal year 2023. Surges in demand and shifts in shopping patterns related to COVID-19, as well as other factors, have strained the global freight network, which has resulted in higher costs, less capacity, component part and raw material shortages, and longer lead times. The extent of COVID-19’s impact on the demand for certain of our product lines in the future will depend on continuing future developments, including any new variants and surges in the spread of COVID-19, our continued ability to source and distribute our products, the impact of COVID-19 on capital and financial markets, and the related impact on consumer confidence and spending, all of which are uncertain and difficult to predict considering the continuously evolving landscape. Accordingly, our liquidity and financial results could be impacted in ways that we are not able to predict today.
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.
Note 2 - New Accounting Pronouncements
Except for the changes discussed below, there have been no changes in the information provided in our Form 10-K.
Not Yet Adopted
In September 2022, the FASB issued ASU 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations, which requires a buyer in a supplier finance program to disclose qualitative and quantitative information about its program to allow a user of the financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. The amendments in ASU 2022-04 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with the exception for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted, and the guidance should be applied retrospectively, except for the amendment on rollforward information, which should be applied prospectively. This ASU will be effective for us in our Form 10-Q for the first quarter of fiscal 2024, with the exception of the amendment on rollforward information, which will be effective for us in our Form 10-K for fiscal 2025. We are currently evaluating the impact this guidance may have on our consolidated financial statement disclosures.
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 North America Personal Care business to HRB Brands LLC, for $44.7 million in cash and recognized a gain on the sale in SG&A totaling $0.5 million. On March 25, 2022, we completed the sale of the Latin America and Caribbean Personal Care business to HRB Brands LLC, for $1.8 million in cash and recognized a gain on the sale in SG&A totaling $1.3 million. The net assets sold included intangible assets, inventory, certain net trade receivables, fixed assets and certain accrued sales discounts and allowances relating to our Personal Care business. As a result of these dispositions, we no longer have any assets or liabilities classified as held for sale.
The carrying amounts of the major classes of assets and liabilities for our Personal Care business that were classified as held for sale were as follows:
(in thousands)
February 28, 2022
Receivables, net of allowance of $23
$
1,265
Inventory
611
Property and equipment, net of accumulated depreciation of $152
66
Assets held for sale
$
1,942
Accrued sales discounts and allowances
$
235
Liabilities held for sale
$
235
Note 4 - Acquisitions
Curlsmith
On April 22, 2022, we completed the acquisition of Recipe Products Ltd., a producer of innovative prestige hair care products for all types of curly and wavy hair under the Curlsmith brand. Curlsmith's products are a category leader in the market for prestige haircare products for curly hair and include conditioners, shampoos and co-washes purposefully designed for the unique joys and challenges of all types of curls and textured hair. The Curlsmith brand and products were added to the Beauty segment. The total purchase consideration was $147.9 million in cash, net of a final net working capital adjustment of $2.1 million and cash acquired. The acquisition was funded with cash on hand and borrowings under our existing revolving credit facility. We incurred pre-tax acquisition-related expenses of $2.7 million during the nine months ended November 30, 2022, which were recognized in SG&A within our condensed consolidated statement of income.
We accounted for the acquisition as a purchase of a business and recorded the excess of the purchase price over the estimated fair value of the assets acquired and liabilities assumed as goodwill. The goodwill recognized is attributable primarily to expected synergies including leveraging our Beauty segment's existing marketing and sales structure, as well as our global sourcing, distribution, shared service, and international go-to-market capabilities. The goodwill is not expected to be deductible for income tax purposes. We have provisionally determined the appropriate fair values of the acquired intangible assets and completed our analysis of the economic lives of the assets acquired. We assigned $21.0 million to trade names and are amortizing over a 20 year expected life. We assigned $12.0 million to customer relationships and are amortizing over a 19.5 year expected life, based on historical attrition rates.
During the second quarter of fiscal 2023, we made adjustments to provisional asset and liability balances, which resulted in a corresponding net increase to goodwill of $0.1 million. During the third quarter of fiscal 2023, we finalized the net working capital adjustment, which resulted in a $1.8 million reduction to the total purchase consideration and goodwill.
The following table presents the preliminary estimated fair values of assets acquired and liabilities assumed at the acquisition date:
(in thousands)
Assets:
Receivables
$
4,211
Inventory
7,890
Prepaid expenses and other current assets
119
Property and equipment
212
Goodwill
116,844
Trade names - definite
21,000
Customer relationships - definite
12,000
Deferred tax assets, net
360
Total assets
162,636
Liabilities:
Accounts payable
1,401
Accrued expenses and other current liabilities
2,583
Income taxes payable
2,538
Deferred tax liabilities, net
8,187
Total liabilities
14,709
Net assets recorded
$
147,927
Both the fair value and gross contractual amount of receivables acquired was $4.2 million, as an immaterial amount is expected to be uncollectible.
The impact of the acquisition of Curlsmith on our condensed consolidated statements of income for the periods presented was as follows:
(in thousands, except earnings per share data)
Three Months Ended November 30, 2022
Nine Months Ended November 30, 2022 (1)
Sales revenue, net
$
13,091
$
26,544
Net income
2,077
3,953
EPS:
Basic
$
0.09
$
0.17
Diluted
$
0.09
$
0.16
(1)Represents approximately thirty-two weeks of operating results from Curlsmith, acquired on April 22, 2022.
The following supplemental unaudited pro forma information presents our financial results as if the acquisition of Curlsmith had occurred on March 1, 2021. This supplemental pro forma information has been prepared for comparative purposes and would not necessarily indicate what may have occurred if the acquisition had been completed on March 1, 2021, and this information is not intended to be indicative of future results.
These amounts have been calculated after applying our accounting policies and adjusting the results of Curlsmith to reflect the effect of definite-lived intangible assets recognized as part of the business combination on amortization expense as if the acquisition had occurred on March 1, 2021.
Osprey
On December 29, 2021, we completed the acquisition of Osprey, a longtime U.S. leader in technical and everyday packs. Osprey is highly respected in the outdoor industry with a product lineup that includes a wide range of backpacks and daypacks for hiking, mountaineering, skiing, climbing, mountain biking, trail running, commuting, and school, as well as rugged adventure travel packs, wheeled luggage, and travel accessories. The Osprey brand and products were added to the Home & Outdoor segment. The total purchase consideration, net of cash acquired, was $409.3 million in cash, including the impact of a final $10.7 million favorable net working capital adjustment. The acquisition was funded with cash on hand and borrowings under our existing revolving credit facility. We incurred pre-tax acquisition-related expenses of $0.1 million during the nine months ended November 30, 2022, which were recognized in SG&A within our condensed consolidated statement of income.
We accounted for the acquisition as a purchase of a business and recorded the excess of the purchase price over the estimated fair value of the assets acquired and liabilities assumed as goodwill. The goodwill recognized is attributable primarily to expected synergies including leveraging our information systems, shared service capabilities and international footprint. The goodwill is not expected to be deductible for income tax purposes. We have provisionally determined the appropriate fair values of the acquired intangible assets and completed our analysis of the economic lives of the assets acquired. We assigned $170.0 million to trade names which were determined to have an indefinite life. We assigned $22.0 million to customer relationships and are amortizing over a 4.5 year expected life, based on historical attrition rates.
During the first quarter of fiscal 2023, we finalized the net working capital adjustment, which resulted in a $1.6 million reduction to the total purchase consideration and we reduced the provisional accounts payable liability by $0.7 million, both with a corresponding decrease to goodwill totaling $2.3 million. During the second quarter of fiscal 2023, we made immaterial adjustments to provisional asset and liability balances, which resulted in a corresponding net increase to goodwill. During the third quarter of fiscal 2023, we made adjustments to provisional asset balances, which resulted in a corresponding net decrease to goodwill of $0.1 million.
The following table presents the preliminary estimated fair values of assets acquired and liabilities assumed at the acquisition date:
(in thousands)
Assets:
Receivables
$
11,758
Inventory
30,001
Prepaid expenses and other current assets
3,699
Income taxes receivable
4,169
Property and equipment
11,576
Goodwill
206,564
Trade names - indefinite
170,000
Customer relationships - definite
22,000
Operating lease assets
2,155
Total assets
461,922
Liabilities:
Accounts payable
3,780
Accrued expenses and other current liabilities
7,334
Lease liabilities, non-current
1,719
Deferred tax liabilities, net
39,794
Total liabilities
52,627
Net assets recorded
$
409,295
Note 5 - Accrued Expenses and Other Current Liabilities
A summary of accrued expenses and other current liabilities was as follows:
(in thousands)
November 30, 2022
February 28, 2022
Accrued compensation, benefits and payroll taxes
$
25,679
$
55,405
Accrued sales discounts and allowances
79,564
69,120
Accrued sales returns
33,067
33,384
Accrued advertising
52,499
55,775
Other
67,621
57,991
Total accrued expenses and other current liabilities
$
258,430
$
271,675
Note 6 - 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 2023, we granted 36,088 service condition awards (“Service Condition Awards”) with a weighted average grant date fair value of $204.11. Additionally, we granted 165,734 performance-based awards during the first quarter of fiscal 2023, of which 82,867 contained performance conditions (“Performance Condition Awards”) and 82,867 contained market conditions (“Market Condition Awards”), with weighted average grant date fair values of $204.11 and $152.91, 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 November 30,
Nine Months Ended November 30,
(in thousands)
2022
2021
2022
2021
Directors stock compensation
$
197
$
160
$
592
$
483
Service Condition Awards
2,211
3,117
7,488
8,353
Performance Condition Awards
3,252
1,622
17,293
14,706
Market Condition Awards
1,793
1,115
5,620
3,504
Employee stock purchase plan
488
535
1,062
1,303
Share-based compensation expense
7,941
6,549
32,055
28,349
Less income tax benefits
(474)
(784)
(2,128)
(2,355)
Share-based compensation expense, net of income tax benefits
$
7,467
$
5,765
$
29,927
$
25,994
Unrecognized Share-Based Compensation Expense
As of November 30, 2022, our total unrecognized share-based compensation for all awards was $41.3 million, which will be recognized over a weighted average amortization period of 1.9 years. The total unrecognized share-based compensation reflects an estimate of target achievement for Performance Condition Awards granted during the first quarter of fiscal 2023 and fiscal 2022, and a weighted average estimate of 150% of target achievement for Performance Condition Awards granted in fiscal 2021.
Note 7 - 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. As of November 30, 2022, our repurchase authorization allowed for the purchase of $403.6 million of common stock.
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 option or other share-based award holders are 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 November 30,
Nine Months Ended November 30,
(in thousands, except share and per share data)
2022
2021
2022
2021
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:
During the second quarter of fiscal 2023, we focused on developing a global restructuring plan intended to expand operating margins through initiatives designed to improve efficiency and reduce costs (referred to as “Project Pegasus”). Project Pegasus includes initiatives to further optimize our brand portfolio, streamline and simplify the organization, accelerate cost of goods savings projects, enhance the efficiency of our supply chain network, optimize our indirect spending, and improve our cash flow and working capital, as well as other activities. We anticipate these initiatives will create operating efficiencies, as well as provide a platform to fund future growth investments.
During the fourth quarter of fiscal 2023, we made changes to the structure of our organization in connection with Project Pegasus that resulted in the Health & Wellness and Beauty operating segments being combined into a single reportable segment, which will be referred to as “Beauty & Wellness.” In connection with these organizational structure changes, corresponding changes were made to how our business is managed, how results are reported internally and to how our CEO, our chief operating decision maker, assesses performance and allocates resources. We believe that these changes better align internal resources and external go to market activities in order to create a more efficient and effective organizational structure. There were no changes to the products or brands included within our Home & Outdoor reportable segment as part of these organizational changes.
As part of the Project Pegasus initiative focused on streamlining and simplifying the organization, we are announcing plans to further change the structure of our organization, which include the creation of a North America Regional Market Organization (“RMO”) responsible for sales and go to market strategies for all categories and channels in the U.S. and Canada, and further centralization of certain functions under shared services, particularly in operations and finance to better support our business segments and RMOs. This new structure, inclusive of the organizational structure changes described above resulting in the reportable segment change, will reduce the size of our global workforce by approximately 10%. The majority of the role reductions are expected to be completed by March 1, 2023. Nearly all of the remaining role reductions are expected to be completed before the end of fiscal year 2024. We believe that these changes better focus business segment resources on brand development, consumer-centric innovation and marketing, the RMOs on sales and go to market strategies, and shared services on their respective areas of expertise while also creating a more efficient and effective organizational structure.
Consistent with the second quarter of fiscal 2023, we continue to have the following expectations regarding Project Pegasus:
•Targeted annualized pre-tax operating profit improvements of approximately $75 million to $85 million, which we expect to begin in fiscal 2024 and be substantially achieved by the end of fiscal 2026.
•Estimated cadence of the recognition of the savings will be approximately 25% in fiscal 2024, approximately 50% in fiscal 2025 and approximately 25% in fiscal 2026.
•Total profit improvements to be realized approximately 60% through reduced cost of goods sold and 40% through lower SG&A.
•Total one-time pre-tax restructuring charges of approximately $85 million to $95 million over the duration of the plan, which is expected to be completed during fiscal 2025 and will primarily be comprised of severance and employee related costs, professional fees, contract termination costs, and other exit and disposal costs.
•All of our operating segments and shared services will be impacted by the plan.
During the three and nine month periods ended November 30, 2022, we incurred $10.5 million and $15.2 million, respectively, of pre-tax restructuring costs in connection with Project Pegasus, which are recorded as “Restructuring charges” in the condensed consolidated statements of income. We recognized an
insignificant amount and $0.4 million, respectively, of pre-tax restructuring costs during the three and nine month periods ended November 30, 2021, under a prior restructuring plan referred to as Project Refuel, which was completed during the fourth quarter of fiscal 2022.
The following tables summarize restructuring charges recorded as a result of Project Pegasus for the periods presented:
Three Months Ended November 30, 2022
(in thousands)
Home & Outdoor
Health & Wellness
Beauty
Total
Severance and employee related costs
$
426
$
305
$
444
$
1,175
Professional fees
4,663
2,584
1,927
9,174
Contract termination
—
—
—
—
Other
1
4
109
114
Total restructuring charges
$
5,090
$
2,893
$
2,480
$
10,463
Nine Months Ended November 30, 2022
Total Incurred Since Inception
(in thousands)
Home & Outdoor
Health & Wellness
Beauty
Total
Severance and employee related costs
$
898
$
2,231
$
889
$
4,018
$
4,018
Professional fees
4,663
2,712
1,927
9,302
9,302
Contract termination
—
1,500
—
1,500
1,500
Other
1
4
416
421
421
Total restructuring charges
$
5,562
$
6,447
$
3,232
$
15,241
$
15,241
The table below presents a rollforward of our accruals related to Project Pegasus, which are included in accounts payable and accrued expenses and other current liabilities:
(in thousands)
Balance at February 28, 2022
Charges
Payments
Balance at November 30, 2022
Severance and employee related costs
$
—
$
4,018
$
2,805
$
1,213
Professional fees
—
9,302
2,196
7,106
Contract termination
—
1,500
—
1,500
Other
—
421
414
7
Total
$
—
$
15,241
$
5,415
$
9,826
Note 9 - 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.
On December 23, 2021, Brita LP filed a complaint against Kaz USA, Inc. and Helen of Troy Limited in the United States District Court for the Western District of Texas (the “Patent Litigation”), alleging patent infringement by the Company relating to its PUR gravity-fed water filtration systems. In the Patent Litigation, Brita LP seeks monetary damages and injunctive relief relating to the alleged infringement. Brita LP simultaneously filed a complaint with the United States International Trade Commission (“ITC”) against Kaz USA, Inc., Helen of Troy Limited and five other companies that sell water filtration systems (the “ITC Action”). The complaint in the ITC Action also alleges patent infringement by the Company with respect to a limited set of PUR gravity-fed water filtration systems. In the ITC Action, Brita LP requested the ITC to initiate an unfair import investigation relating to such filtration systems. This action seeks injunctive relief to prevent entry of PUR products (and certain other products) into the U.S. and removal of
existing inventory that is already in the U.S. On January 25, 2022, the ITC instituted the investigation requested by the ITC Action. Discovery closed in the ITC Action in May 2022, and approximately half of the originally identified PUR gravity-fed water filters have been removed from the case and are no longer included in the ITC Action. In August 2022, the parties participated in the evidentiary hearing, with additional supplemental hearings in October 2022, and are awaiting a final opinion. The Patent Litigation has been stayed pending resolution of the ITC Action. We intend to vigorously pursue our claims and defenses in these proceedings. However, we cannot predict the outcome of these proceedings, the amount or range of any potential loss, or when the proceedings will be resolved. Litigation is inherently unpredictable, and the resolution or disposition of these proceedings could, if adversely determined, have a material and adverse impact on our financial position and results of operations.
Regulatory Matters
Our operations are subject to national, state, local, and provincial jurisdictions' environmental, health and safety laws and regulations 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 product lines within our Health & Wellness 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.
During fiscal 2022, 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 & Wellness 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, we voluntarily implemented a temporary stop shipment action on the impacted products as we worked with the EPA towards an expedient resolution. Our fiscal 2022 consolidated, and Health & Wellness segment’s, net sales revenue, gross profit and operating income was materially and adversely impacted by the stop shipment actions and the time needed to execute repackaging plans. We previously resumed normalized levels of shipping of the affected inventory and, during the third quarter of fiscal 2023, we completed the repackaging of our existing inventory of impacted products. Additionally, as a result of continuing dialogue with the EPA, we executed further repackaging and relabeling plans on certain additional humidifier products and certain additional air filtration products, which were also completed during the third quarter of fiscal 2023. Although, we are not aware of any fines or penalties related to this matter imposed against us by the EPA, there can be no assurances that such fines or penalties will not be imposed.
We recorded charges to cost of goods sold to write-off obsolete packaging for the affected products in our inventory on-hand and in-transit. We have also incurred additional compliance costs comprised of obsolete packaging, storage and other charges from vendors, which were recognized in cost of goods sold and incremental warehouse storage costs and legal fees, which were recognized in SG&A. We refer to these charges as “EPA compliance costs.” A summary of EPA compliance costs incurred during the periods presented follows:
(1)Includes a $4.4 million charge to write-off the obsolete packaging for the affected additional humidifier products and affected additional air filtration products in our inventory on-hand and in-transit as of the end of the first quarter of fiscal 2023.
(2)Includes a $13.1 million charge to cost of goods sold to write-off the obsolete packaging for the affected air filtration, water filtration and humidifier products in our inventory on-hand and in-transit as of the end of the first quarter of fiscal 2022.
In addition, we incurred and capitalized into inventory costs to repackage a portion of our existing inventory of the affected products beginning in the second quarter of fiscal 2022 through completion of the repackaging in the third quarter of fiscal 2023. We also expect to incur additional compliance costs, which may include incremental 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 & Wellness 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. 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”.
Weather-Related Incident
On March 30, 2022, a third-party facility that we utilize for inventory storage incurred severe damage from a weather-related incident. The inventory that was stored at this facility primarily related to our Health & Wellness and Beauty segments. While the inventory is insured, some seasonal inventory and inventory designated for specific customer promotions was not accessible and subsequently determined to be damaged, and as a result, unfavorably impacted our net sales revenue during the first quarter of fiscal 2023. As a result of the damages to the inventory stored at the facility, during the first quarter of fiscal 2023, we recorded a charge to write-off the damaged inventory totaling $34.4 million, of which $29.9 million and $4.5 million related to our Health & Wellness and Beauty segments, respectively. These charges were fully offset by probable insurance recoveries of $34.4 million also recorded during the first quarter of fiscal 2023, which represented anticipated insurance proceeds, not to exceed the amount of the associated losses, for which receipt was deemed probable. The charges for the damaged inventory and the expected insurance recoveries are included in cost of goods sold in our condensed consolidated statement of income for the nine months ended November 30, 2022. During the third quarter of fiscal 2023, we received proceeds of $34.5 million from our insurance carriers related to this incident which are included in cash flows from operating activities in our condensed consolidated statement of cash flows for the nine months ended November 30, 2022. The Company also received final confirmation from our insurance carriers during the third quarter of 2023 of an additional $11.5 million in proceeds, which was collected during December 2022. As a result, during the third quarter of fiscal 2023, the Company recorded a gain of $9.7 million, net of costs incurred to dispose of the inventory, as a reduction of SG&A expense in our condensed consolidated statements of income, of which $8.2 million and $1.5 million was related to our Health & Wellness and Beauty segments, respectively. Any potential future proceeds from our business interruption insurance will be recognized when received.
Mississippi Business Finance Corporation Loan (the “MBFC Loan”) (1)
$
14,807
$
16,707
Credit Agreement (1):
Revolving loans
820,000
799,500
Term loans
248,438
—
Total borrowings under Credit Agreement
1,068,438
799,500
Subtotal
1,083,245
816,207
Unamortized prepaid financing fees
(2,785)
(2,991)
Total long-term debt
1,080,460
813,216
Less: current maturities of long-term debt
(20,872)
(1,884)
Long-term debt, excluding current maturities
$
1,059,588
$
811,332
(1)The weighted average interest rates on borrowings outstanding under the MBFC Loan and Credit Agreement as of November 30, 2022 were5.4% and 5.9%, respectively, compared to 1.2% for both as of February 28, 2022.
Aggregate annual maturities of our long-term debt as of November 30, 2022 are as follows:
(in thousands)
Fiscal 2023 (balance for remainder of fiscal year)
$
1,563
Fiscal 2024
21,057
Fiscal 2025
6,250
Fiscal 2026
1,054,375
Fiscal 2027
—
Thereafter
—
Total
$
1,083,245
Capitalized Interest
During the three and nine month periods ended November 30, 2022, we incurred interest costs totaling $14.8 million and $30.0 million, respectively, of which we capitalized $1.7 million and $3.3 million, respectively, as part of property and equipment in connection with the construction of a new distribution center. During the three and nine month periods ended November 30, 2021, we incurred interest costs totaling $3.2 million and $9.5 million, respectively, of which none was capitalized.
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 and matures on March 13, 2025. At February 28, 2022, the Credit Agreement bore floating interest at either the Base Rate or the London Interbank Offered Rate (“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.
On June 28, 2022, we entered into an amendment to the Credit Agreement to, among other things, replace LIBOR with Term SOFR (as defined in the Credit Agreement) as the reference interest rate. In connection with the amendment, we also (i) exercised the accordion under the Credit Agreement and borrowed $250 million as term loans, and (ii) provided a notice relating to a qualified acquisition, which triggered temporary adjustments to the maximum leverage ratio as further described below. The term loans will be payable at the end of each fiscal quarter in equal installments of 0.625% of the term loans
made, beginning in the third quarter of fiscal 2023, with the remaining balance due at the maturity date. The maturity date of the term loans is March 13, 2025, which is the same maturity date as the revolving loans under the Credit Agreement. The proceeds from the term loans were used to repay revolving loans under the Credit Agreement. We may prepay the term loans, in whole or in part, at any time without premium or penalty. Following the amendment, borrowings under the Credit Agreement bear floating interest at either the Base Rate or Term SOFR, 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 Term SOFR borrowings, respectively, plus a credit spread of 0.10% for Term SOFR borrowings. As a result of the notice for the qualified acquisition, the maximum leverage ratio is 4.00 to 1.00 through February 28, 2023, 3.75 to 1.00 through May 31, 2023 and 3.50 to 1.00 thereafter.
The Credit Agreement was subsequently amended on November 2, 2022, to, among other things, permit the Company to enter into certain supply chain financing programs, structured vendor payable programs, payable financing programs or other similar financing programs, subject to certain conditions. The amendment also provides that these permitted supply chain arrangements are excluded for purposes of determining compliance with the maximum leverage ratio.
As of November 30, 2022, the balance of outstanding letters of credit was $18.2 million and the amount available for revolving borrowings under our Credit Agreement was $411.8 million. Covenants in the Credit Agreement limit the amount of total indebtedness we can incur. As a result of our exercise of the qualified acquisition notice under the Credit Agreement, as of November 30, 2022, these covenants effectively limited our ability to incur more than $262.2 million of additional debt from all sources, including the Credit Agreement.
The floating interest rates, on our borrowings under the Credit Agreement, are hedged with interest rate swaps to effectively fix interest rates on $125 million of the outstanding principal balance under the revolving loans as of both November 30, 2022 and February 28, 2022. In connection with amending our Credit Agreement in June 2022, we updated our associated interest rate swap contracts to replace LIBOR with Term SOFR as the reference interest rate during the second quarter of fiscal 2023. In accordance with ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ( “ASU 2020-04”), we elected to apply the hedge accounting practical expedients related to changes to the critical terms of a hedging instrument, hedged item or forecasted transaction and changes in designated hedged interest rate risk. Application of these practical expedients allowed us to maintain hedge accounting for our interest rate swap contracts. See Notes 11, 12, and 13 for additional information regarding our interest rate swaps.
Other Debt Agreements
We have an unsecured loan agreement with the Mississippi Business Finance Corporation (the “MBFC”), which was entered into in connection with the issuance by MBFC of taxable industrial development revenue bonds. At February 28, 2022, the MBFC Loan bore floating interest based on either 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.
On August 26, 2022, we entered into an amendment to the loan agreement for the unsecured MBFC Loan to, among other things, replace LIBOR with Term SOFR (as defined in the loan agreement) as the reference interest rate.Following the effective date of the amendment, borrowings under the MBFC Loan bear interest at either the Base Rate or Term SOFR (both as defined in the loan agreement), plus a margin based on the Net Leverage Ratio (as defined in the loan agreement)of 0% to 1.0% and 1.0% to 2.0% for Base Rate and Term SOFR borrowings, respectively, plus a credit spread of 0.10% for Term SOFR borrowings.
In connection with amending the Credit Agreement and the MBFC Loan to replace LIBOR with Term SOFR (as defined in the respective agreements), we elected to apply the contract modification practical expedient in accordance with ASU 2020-04. Application of this practical expedient provided relief from the requirement to evaluate whether the modification resulted in an extinguishment and allowed us to account for the modification by prospectively adjusting the effective interest rate in the agreements.
Debt Covenants
As of November 30, 2022, we were in compliance with all covenants as defined under the terms of the Credit Agreement and our other debt agreements.
Note 11 - Fair Value
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 table presents 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)
November 30, 2022
February 28, 2022
Assets:
Cash equivalents (money market accounts)
$
401
$
438
Interest rate swaps
3,112
—
Foreign currency derivatives
2,511
2,918
Total assets
$
6,024
$
3,356
Liabilities:
Interest rate swaps
$
—
$
2,781
Foreign currency derivatives
293
825
Total liabilities
$
293
$
3,606
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 long-term debt approximates its fair value.
We use derivatives to manage our exposure to changes in foreign currency exchange rates, which include foreign currency forward contracts 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 12 and 13 for more information on our derivatives.
Note 12 - 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 15% and 13% of our net sales revenue was denominated in foreign currencies during the three and nine month periods ended November 30, 2022, respectively, compared to 10% for both of the same periods last year. These sales were primarily denominated in British Pounds, Euros, Mexican Pesos, Canadian Dollars and Norwegian Kroner. We make most of our inventory purchases from manufacturers in Asia 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 nine month periods ended November 30, 2022, we recorded foreign currency exchange rate net gains of $1.1 million and net losses of $1.4 million, respectively, in SG&A, compared to foreign currency exchange rate net losses of $0.3 million and $0.8 million, respectively, for the same periods last year.
We mitigate certain foreign currency exchange rate risk by using forward contracts and cross-currency debt swaps to protect against the foreign currency exchange rate risk inherent in our transactions denominated in foreign currencies. We do not enter into any derivatives or similar instruments for trading or other speculative purposes. Certain of our forward contracts are designated as cash flow hedges (“foreign currency contracts”) 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. Foreign currency derivatives for which we have not elected hedge accounting consist of our forward contracts and cross-currency debt swaps, and any changes in the fair value of these derivatives are recorded in our condensed consolidated statements of income. These undesignated derivatives are used to hedge monetary net asset and liability positions. We evaluate our derivatives designated as cash flow hedges each quarter to assess hedge effectiveness.
Interest Rate Risk
Interest on our outstanding debt as of November 30, 2022 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 $125.0 million of the outstanding principal balance under the Credit Agreement, which totaled $1,068.4 million as of November 30, 2022. 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.
The following tables summarize the fair values of our derivative instruments as of the end of the periods presented:
(in thousands)
November 30, 2022
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
11/2023
€
17,670
$
483
$
—
$
—
$
—
Forward contracts - sell Canadian Dollars
Cash flow
2/2024
$
40,450
1,243
—
—
24
Forward contracts - sell Pounds
Cash flow
1/2024
£
25,225
775
—
34
145
Forward contracts - sell Australian Dollars
Cash flow
12/2022
A$
250
7
—
—
—
Forward contracts - sell Norwegian Kroner
Cash flow
10/2023
kr
40,000
—
—
35
—
Interest rate swaps
Cash flow
1/2024
$
125,000
2,660
452
—
—
Subtotal
5,168
452
69
169
Derivatives not designated under hedge accounting
Forward contracts - buy Euro
(1)
12/2022
€
606
3
—
—
—
Forward contracts - buy Pounds
(1)
12/2022
£
2,152
—
—
55
—
Subtotal
3
—
55
—
Total fair value
$
5,171
$
452
$
124
$
169
(in thousands)
February 28, 2022
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
€
17,000
$
1,224
$
—
$
—
$
—
Forward contracts - sell Canadian Dollars
Cash flow
2/2023
$
40,000
475
—
—
—
Forward contracts - sell Pounds
Cash flow
2/2023
£
24,000
1,219
—
—
—
Forward contracts - sell Australian Dollars
Cash flow
12/2022
A$
5,700
—
—
113
—
Interest rate swaps
Cash flow
1/2024
$
125,000
—
—
1,446
1,335
Subtotal
2,918
—
1,559
1,335
Derivatives not designated under hedge accounting
Cross-currency debt swaps - Euro
(2)
4/2022
€
6,000
—
—
244
—
Cross-currency debt swaps - Pounds
(2)
4/2022
£
4,500
—
—
468
—
Subtotal
—
—
712
—
Total fair value
$
2,918
$
—
$
2,271
$
1,335
(1)These forward contracts, for which we have not elected hedge accounting, hedge monetary net asset and liability positions for the notional amounts reported, creating an economic hedge against currency movements.
(2)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.
The pre-tax effects of derivative instruments designated as cash flow hedges were as follows for the periods presented:
Three Months Ended November 30,
Gain (Loss) Recognized in AOCI
Gain (Loss) Reclassified from AOCI into Income
(in thousands)
2022
2021
Location
2022
2021
Foreign currency contracts - cash flow hedges
$
(685)
$
3,686
Sales revenue, net
$
4,484
$
(354)
Interest rate swaps - cash flow hedges
1,471
1,045
Interest expense
168
(1,300)
Total
$
786
$
4,731
$
4,652
$
(1,654)
Nine Months Ended November 30,
Gain (Loss) Recognized in AOCI
Gain (Loss) Reclassified from AOCI into Income
(in thousands)
2022
2021
Location
2022
2021
Foreign currency contracts - cash flow hedges
$
7,860
$
5,951
Sales revenue, net
$
8,395
$
(2,441)
Interest rate swaps - cash flow hedges
5,100
821
Interest expense
(793)
(3,934)
Total
$
12,960
$
6,772
$
7,602
$
(6,375)
The pre-tax effects of derivative instruments not designated under hedge accounting were as follows for the periods presented:
Gain (Loss) Recognized in Income
Three Months Ended November 30,
Nine Months Ended November 30,
(in thousands)
Location
2022
2021
2022
2021
Forward contracts
SG&A
$
(12)
$
—
$
(262)
$
—
Cross-currency debt swaps - principal
SG&A
—
575
875
915
Cross-currency debt swaps - interest
Interest expense
—
(1)
—
(3)
Total
$
(12)
$
574
$
613
$
912
We expect a net gain of $5.1 million associated with foreign currency contracts and interest rate swaps currently recorded 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 11 and 13 to these condensed consolidated financial statements for more information.
Counterparty Credit Risk
Financial instruments, including foreign currency contracts, forward 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 13 - 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 28, 2021
$
(7,576)
$
(4,080)
$
(11,656)
Other comprehensive income before reclassification
821
5,951
6,772
Amounts reclassified out of AOCI
3,934
2,441
6,375
Tax effects
(1,132)
(1,425)
(2,557)
Other comprehensive income
3,623
6,967
10,590
Balance at November 30, 2021
$
(3,953)
$
2,887
$
(1,066)
Balance at February 28, 2022
$
(2,126)
$
2,328
$
202
Other comprehensive income before reclassification
5,100
7,860
12,960
Amounts reclassified out of AOCI
793
(8,395)
(7,602)
Tax effects
(1,391)
(30)
(1,421)
Other comprehensive income (loss)
4,502
(565)
3,937
Balance at November 30, 2022
$
2,376
$
1,763
$
4,139
See Notes 10, 11 and 12 to these condensed consolidated financial statements for additional information regarding our cash flow hedges.
Note 14 - Segment Information
As of November 30, 2022, we operated three reportable segments consisting of Home & Outdoor, Health & Wellness and Beauty. During the fourth quarter of fiscal 2023, we made changes to the structure of our organization in connection with our global restructuring plan (as further described in Note 8) that resulted in the Health & Wellness and Beauty operating segments being combined into a single reportable segment, which will be referred to as “Beauty & Wellness.” In connection with these organizational structure changes, corresponding changes were made to how our business is managed, how results are reported internally and to how our CEO, our chief operating decision maker, assesses performance and allocates resources. We believe that these changes better align internal resources and external go to market activities in order to create a more efficient and effective organizational structure. There were no changes to the products or brands included within our Home & Outdoor reportable segment as part of these organizational changes nor to the way in which our CEO assesses performance and allocates resources for the Home & Outdoor segment. Therefore, beginning with our fiscal 2023 Form 10-K, our future disclosures will reflect two reportable segments, Home & Outdoor and Beauty & Wellness, and we will recast the prior period segment information to conform to the change in the composition of these reportable segments. Accordingly, our external reportable segments will continue to align with our internal reporting to enable users of the financial statements to better understand our performance, better assess our prospects for future net cash flows, and make more informed judgements about the Company as a whole.
The following tables summarize segment information for the periods presented:
Three Months Ended November 30, 2022
(in thousands)
Home & Outdoor
Health & Wellness
Beauty
Total
Sales revenue, net
$
228,937
$
180,483
$
149,186
$
558,606
Restructuring charges
5,090
2,893
2,480
10,463
Operating income
30,847
21,257
25,089
77,193
Capital and intangible asset expenditures
28,788
3,830
941
33,559
Depreciation and amortization
4,716
3,446
3,551
11,713
Three Months Ended November 30, 2021
(in thousands)
Home & Outdoor
Health & Wellness
Beauty
Total
Sales revenue, net
$
246,135
$
203,900
$
174,849
$
624,884
Restructuring charges
—
—
5
5
Operating income
43,239
13,573
33,228
90,040
Capital and intangible asset expenditures
16,159
633
783
17,575
Depreciation and amortization
2,894
2,529
3,218
8,641
Nine Months Ended November 30, 2022
(in thousands)
Home & Outdoor
Health & Wellness
Beauty
Total
Sales revenue, net
$
703,759
$
529,930
$
354,395
$
1,588,084
Restructuring charges
5,562
6,447
3,232
15,241
Operating income
102,722
12,505
42,851
158,078
Capital and intangible asset expenditures
133,939
8,269
3,986
146,194
Depreciation and amortization
13,704
9,279
10,347
33,330
Nine Months Ended November 30, 2021
(in thousands)
Home & Outdoor
Health & Wellness
Beauty
Total
Sales revenue, net
$
654,997
$
549,475
$
436,863
$
1,641,335
Restructuring charges
369
—
11
380
Operating income
112,303
29,616
80,247
222,166
Capital and intangible asset expenditures
36,196
3,613
1,720
41,529
Depreciation and amortization
8,257
7,879
9,946
26,082
The following table presents net sales revenue by geographic region, in U.S. Dollars:
Three Months Ended November 30,
Nine Months Ended November 30,
(in thousands)
2022
2021
2022
2021
U.S. sales revenue, net
$
410,832
73.5
%
$
496,666
79.5
%
$
1,170,349
73.7
%
$
1,271,102
77.4
%
International sales revenue, net
147,774
26.5
%
128,218
20.5
%
417,735
26.3
%
370,233
22.6
%
Total sales revenue, net
$
558,606
100.0
%
$
624,884
100.0
%
$
1,588,084
100.0
%
$
1,641,335
100.0
%
Note 15 - Income Taxes
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 August 16, 2022, the Inflation Reduction Act (the “Act”) was enacted and signed into law. The Act is a budget reconciliation package that includes significant law changes relating to tax, climate change, energy, and health care. The tax provisions include, among other items, a corporate alternative minimum tax of 15%, an excise tax of 1% on corporate stock buy-backs, energy-related tax credits, and additional IRS funding. We do not expect these tax provisions to have a material impact to our consolidated financial statements.
For the three months ended November 30, 2022, income tax expense as a percentage of income before income tax was 19.1% compared to 12.9% for the same period last year. The year-over-year increase in the effective tax rate is primarily due to lower forecasted annual income before income tax and shifts in the mix of income in our various tax jurisdictions, which were partially offset by increases in tax benefits for discrete items. For the nine months ended November 30, 2022, income tax expense as a percentage of income before income tax was 18.6% compared to 13.6% for the same period last year. The year-over-year increase in the effective tax rate is primarily due to lower forecasted annual income before income taxes, shifts in the mix of income in our various tax jurisdictions, and an increase in tax expense for discrete items.
Note 16 - 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 6 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 November 30,
Nine Months Ended November 30,
(in thousands)
2022
2021
2022
2021
Weighted average shares outstanding, basic
23,991
24,129
23,942
24,193
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 I, Item IA., “Risk Factors” in the Company’s most recent annual report on Form 10-K for the fiscal year ended February 28, 2022 (“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, Hydro Flask, Osprey, Vicks, Braun, Honeywell, PUR, 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 acquisition-related expenses, EPA compliance costs, gain from insurance recoveries, restructuring charges, 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 46.
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 three segments consisting of Home & Outdoor, Health & Wellness, and Beauty.
During the fourth quarter of fiscal 2023, we made changes to the structure of our organization in connection with our global restructuring plan (as further described below) that resulted in the Health & Wellness and Beauty operating segments being combined into a single reportable segment, which will be referred to as “Beauty & Wellness.” In connection with these organizational structure changes, corresponding changes were made to how our business is managed, how results are reported internally and to how our Chief Executive Officer (“CEO”), our chief operating decision maker, assesses performance and allocates resources. We believe that these changes better align internal resources and external go to market activities in order to create a more efficient and effective organizational structure. There were no changes to the products or brands included within our Home & Outdoor reportable segment as part of these organizational changes nor to the way in which our CEO assesses performance and allocates resources for the Home & Outdoor segment. Therefore, beginning with our fiscal 2023 Form 10-K, our future disclosures will reflect two reportable segments, Home & Outdoor and Beauty & Wellness, and we will recast the prior period segment information to conform to the change in the composition of these reportable segments. Accordingly, our external reportable segments will continue to align with our internal reporting to enable users of the financial statements to better understand our performance, better assess our prospects for future net cash flows, and make more informed judgements about the Company as a whole.
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 was 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 continuing to enhance and consolidate our environmental, social and governance efforts and accelerate programs related to diversity, equity, inclusion and belonging to support our Phase II transformation.
During the second quarter of fiscal 2023, we focused on developing a global restructuring plan intended to expand operating margins through initiatives designed to improve efficiency and reduce costs (referred to as “Project Pegasus”). Project Pegasus includes initiatives to further optimize our brand portfolio, streamline and simplify the organization, accelerate cost of goods savings projects, enhance the efficiency of our supply chain network, optimize our indirect spending, and improve our cash flow and working capital, as well as other activities. We anticipate these initiatives will create operating efficiencies, as well as provide a platform to fund future growth investments.
As part of the Project Pegasus initiative focused on streamlining and simplifying the organization, we are announcing plans to further change the structure of our organization, which include the creation of a North America Regional Market Organization (“RMO”) responsible for sales and go to market strategies for all categories and channels in the U.S. and Canada, and further centralization of certain functions under shared services, particularly in operations and finance to better support our business segments and RMOs. This new structure, inclusive of the organizational structure changes described above resulting in the reportable segment change, will reduce the size of our global workforce by approximately 10%. The majority of the role reductions are expected to be completed by March 1, 2023. Nearly all of the remaining role reductions are expected to be completed before the end of fiscal year 2024. We believe that these changes better focus business segment resources on brand development, consumer-centric innovation and marketing, the RMOs on sales and go to market strategies, and shared services on their respective areas of expertise while also creating a more efficient and effective organizational structure.
Consistent with the second quarter of fiscal 2023, we continue to have the following expectations regarding Project Pegasus:
•Targeted annualized pre-tax operating profit improvements of approximately $75 million to $85 million, which we expect to begin in fiscal 2024 and be substantially achieved by the end of fiscal 2026.
•Estimated cadence of the recognition of the savings will be approximately 25% in fiscal 2024, approximately 50% in fiscal 2025 and approximately 25% in fiscal 2026.
•Total profit improvements to be realized approximately 60% through reduced cost of goods sold and 40% through lower selling, general and administrative expense (“SG&A”).
•Total one-time pre-tax restructuring charges of approximately $85 million to $95 million over the duration of the plan, which is expected to be completed during fiscal 2025 and will primarily be comprised of severance and employee related costs, professional fees, contract termination costs, and other exit and disposal costs.
•All of our operating segments and shared services will be impacted by the plan.
In addition, we have implemented plans to reduce inventory levels, increase inventory turns, and improve cash flow and working capital. Improvements related to these initiatives began in the third quarter of fiscal 2023 and we expect improvements to continue during the remainder of fiscal 2023 and into fiscal 2024. Expectations regarding our Project Pegasus initiatives and our ability to realize targeted savings, including expectations concerning costs and savings, are based on management’s estimates available at the time and are subject to a number of assumptions that could materially impact our estimates.
During the three and nine month periods ended November 30, 2022, we incurred $10.5 million and $15.2 million, respectively, of pre-tax restructuring costs in connection with Project Pegasus, which were recorded as “Restructuring charges” in the condensed consolidated statements of income. See Note 8 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 North America Personal Care business to HRB Brands LLC, for $44.7 million in cash and recognized a gain on the sale in SG&A totaling $0.5 million. On March 25, 2022, we completed the sale of the Latin America and Caribbean Personal Care business to HRB Brands LLC, for $1.8 million in cash and recognized a gain on the sale in SG&A totaling $1.3 million. The net assets sold included intangible assets, inventory, certain net trade receivables, fixed assets and certain accrued sales discounts and allowances relating to our Personal Care business. As a result of these dispositions, we no longer have any assets or liabilities classified as held for sale.
On April 22, 2022, we completed the acquisition of Recipe Products Ltd., a producer of innovative prestige hair care products for all types of curly and wavy hair under the Curlsmith brand (“Curlsmith”). The Curlsmith brand and products were added to the Beauty segment. The total purchase consideration was $147.9 million in cash, net of a final net working capital adjustment and cash acquired. We incurred pre-tax acquisition expenses of $2.7 million during the nine months ended November 30, 2022, which were recognized in SG&A within our condensed consolidated statement of income.
On December 29, 2021, we completed the acquisition of Osprey Packs, Inc. (“Osprey”), a longtime U.S. leader in technical and everyday packs, for $409.3 million in cash, net of a final net working capital adjustment and cash acquired. Osprey is highly respected in the outdoor industry with a product lineup that includes a wide range of backpacks and daypacks for hiking, mountaineering, skiing, climbing, mountain biking, trail running, commuting, and school, as well as rugged adventure travel packs, wheeled luggage, and travel accessories. The Osprey brand and products were added to the Home & Outdoor segment.
On March 30, 2022, a third-party facility that we utilize for inventory storage incurred severe damage from a weather-related incident. The inventory that was stored at this facility primarily related to our Health & Wellness and Beauty segments. While the inventory is insured, some seasonal inventory and inventory designated for specific customer promotions was not accessible and subsequently determined to be damaged, and as a result, unfavorably impacted our net sales revenue during the first quarter of fiscal 2023. As a result of the damages to the inventory stored at the facility, during the first quarter of fiscal 2023, we recorded a charge to write-off the damaged inventory totaling $34.4 million, of which $29.9 million and $4.5 million related to our Health & Wellness and Beauty segments, respectively. These charges were fully offset by probable insurance recoveries of $34.4 million also recorded during the first quarter of fiscal 2023, which represented anticipated insurance proceeds, not to exceed the amount of the associated losses, for which receipt was deemed probable. The charges for the damaged inventory and the expected insurance recoveries are included in cost of goods sold in our condensed consolidated statement of income for the nine months ended November 30, 2022. During the third quarter of fiscal 2023, we received proceeds of $34.5 million from our insurance carriers related to this incident which are included in cash flows from operating activities in our condensed consolidated statement of cash flows for the nine months ended November 30, 2022. The Company also received final confirmation from our insurance carriers during the third quarter of 2023 of an additional $11.5 million in proceeds, which was collected during December 2022. As a result, during the third quarter of fiscal 2023, the Company recorded a gain of $9.7 million, net of costs incurred to dispose of the inventory, as a reduction of SG&A expense in our condensed consolidated statements of income, of which $8.2 million and $1.5 million was related to our Health & Wellness and Beauty segments, respectively. Any potential future proceeds from our business interruption insurance will be recognized when received.
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 and matures on March 13, 2025. On June 28, 2022, we entered into an amendment to the Credit Agreement to, among other things, replace LIBOR with Term SOFR (as defined in the Credit Agreement) as the reference interest rate. Accordingly, we updated our interest rate swap contracts associated with the Credit Agreement borrowings to replace LIBOR with Term SOFR as the reference interest rate. In connection with the amendment, we also (i) exercised the accordion under the Credit Agreement and borrowed $250 million as term loans, and (ii) provided a notice relating to a qualified acquisition, which triggered temporary adjustments to the maximum leverage ratio as further described below. The Credit Agreement was subsequently amended on November 2, 2022, to, among other things, permit the Company to enter into certain supply chain financing programs, structured vendor payable programs, payable financing programs or other similar financing programs, subject to certain conditions. The amendment also provides that these permitted supply chain arrangements are excluded for purposes of
determining compliance with the maximum leverage ratio. In addition, we have an unsecured loan agreement with the Mississippi Business Finance Corporation (the “MBFC”), which was entered into in connection with the issuance by MBFC of taxable industrial development revenue bonds (the “MBFC Loan”). On August 26, 2022, we entered into an amendment to the loan agreement for the unsecured MBFC Loan to, among other things, replace LIBOR with Term SOFR (as defined in the loan agreement) as the reference interest rate.For additional information, see Note 10 to the accompanying condensed consolidated financial statements and below under “Credit Agreement and Other Debt Agreements.”
Significant Trends Impacting the Business
Impact of Macroeconomic Trends
Beginning in March 2020, interest rates were at historically low levels, primarily due to impacts to the U.S economy caused by COVID-19. More recently, higher consumer demand, lower interest rates, global supply chain disruption, and other factors have contributed to rapidly accelerating economic inflation. To offset the impacts of inflation, since March 2022, the Federal Open Market Committee has been raising interest rates, and has stated it intends to continue to raise rates into 2023. During 2023 we have incurred higher average interest rates compared to the same period last year, and we expect this trend to continue during the remainder of fiscal year 2023. While the actual timing and extent of the future increases in interest rates remains unknown, higher long-term interest rates are expected to significantly increase interest expense on our outstanding debt. The financial markets, the global economy and global supply chain may also be adversely affected by the current or anticipated impact of military conflict, including the current conflict between Russia and Ukraine, or other geopolitical events. High inflation and interest rates have also negatively impacted consumer disposable income, credit availability and spending, among others, which have adversely impacted our business, financial condition, cash flows and results of operations and may continue to have an adverse impact during the remainder of fiscal year 2023. See further discussion below under “Consumer Spending and Changes in Shopping Preferences.” We expect continued uncertainty in our business and the global economy due to pressure from inflation, supply chain disruptions, volatility in employment trends and consumer confidence, ongoing uncertainties related to any new surges and responses to COVID-19, any of which may adversely impact our results.
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 74% and 79% of our consolidated net sales revenue was from U.S. shipments during the three month periods ended November 30, 2022 and 2021, respectively. For the nine month periods ended November 30, 2022 and 2021, U.S. shipments were approximately 74% and 77% of our consolidated net sales revenue.
Among other things, high levels of inflation and interest rates may negatively impact consumer disposable income, credit availability and spending. Consumer purchases of discretionary items, including the products that we offer, generally decline during recessionary periods or periods of economic uncertainty, when disposable income is reduced or when there is a reduction in consumer confidence. Additionally, the ongoing COVID-19 pandemic increases this uncertainty and may further impact the global supply chain, capital and financial markets and consumer confidence and spending. Dynamic changes in consumer spending and shopping patterns are also having an impact on retailer inventory levels. Our ability to sell to retailers is predicated on their ability to sell to the end consumer. During the second and third quarters of fiscal year 2023, we experienced an adverse impact on orders from customers as they aimed to rebalance their inventory levels due to lower consumer demand and shifts in consumer spending patterns. If orders from our retail customers continue to be adversely impacted, our sales, results of operations and cash flows may continue to be adversely impacted. We expect continued uncertainty in our business and the global economy due to inflation, changes in consumer spending
patterns, and global supply chain disruptions. Accordingly, our liquidity and financial results could be impacted in ways that we are not able to predict today.
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 26% and 23% of our total consolidated net sales revenue for the three and nine month periods ended November 30, 2022, respectively, and grew approximately 3% and 1%, respectively, as compared to the same periods in the prior year.
For the three and nine month periods ended November 30, 2021, our net sales to retail customers fulfilling end-consumer online orders and online sales directly to consumers comprised approximately 23% and 22% of our total consolidated net sales revenue, respectively, and both declined approximately 7%, 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.
Continuing Impact of COVID-19
The COVID-19 pandemic continues to disrupt certain parts of our supply chain, which in certain cases has limited our ability to fulfill demand and may limit our ability to fulfill demand in the future. Surges in demand and shifts in shopping patterns related to COVID-19, as well as other factors, have strained the global freight network, which has resulted in higher costs, less capacity, and longer lead times. During fiscal 2023, we have been adversely impacted by COVID-19 related global supply chain disruptions and cost increases. The extent of COVID-19’s impact on the demand for certain of our product lines in the future will depend on continuing future developments, including any new variants and surges in the spread of COVID-19, our continued ability to source and distribute our products, the impact of COVID-19 on capital and financial markets, and the related impact on consumer confidence and spending, all of which are uncertain and difficult to predict considering the continuously evolving landscape. Accordingly, our liquidity and financial results could be impacted in ways that we are not able to predict today.
Global Supply Chain and Related Cost Inflation Trends
During fiscal 2021 and 2022, surges in demand and shifts in shopping patterns related to COVID-19, as well as other factors, strained the global supply chain network, which resulted in carrier-imposed capacity restrictions, carrier delays, and longer lead times. This increased demand for Chinese imports and COVID-19 illness and protocols within China caused disruptions to global supply chains. This increased demand led to the market cost of inbound freight increasing by several multiples compared to calendar year 2020 averages. The disruptions in the global supply chain and freight networks also resulted in shortages of qualified drivers, which limited inbound and outbound shipment capacity and increased our costs of goods sold and certain operating expenses. Demand for raw materials, components and semiconductor chips impacted by the supply chain challenges described above has 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 for labor and rising hourly labor wages have created labor shortages and higher labor costs. During fiscal 2023, as consumer demand has slowed in reaction to a highly inflationary economic environment, global supply chain capacity has improved and freight costs have begun to recede from their previous peaks. These global supply chain disruptions and related inflationary cost trends have adversely impacted our business, financial condition, cash flows and results
of operations. Continuation of adverse trends, or more pronounced adverse impacts may arise which could have further negative impacts to our business, results of operations and financial condition.
EPA Compliance Costs
Some product lines within our Health & Wellness 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.
During fiscal 2022, 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 & Wellness 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, we voluntarily implemented a temporary stop shipment action on the impacted products as we worked with the EPA towards an expedient resolution. Our fiscal 2022 consolidated, and Health & Wellness segment’s, net sales revenue, gross profit and operating income was materially and adversely impacted by the stop shipment actions and the time needed to execute repackaging plans. We previously resumed normalized levels of shipping of the affected inventory and, during the third quarter of fiscal 2023, we completed the repackaging of our existing inventory of impacted products. Additionally, as a result of continuing dialogue with the EPA, we executed further repackaging and relabeling plans on certain additional humidifier products and certain additional air filtration products, which were also completed during the third quarter of fiscal 2023.
We recorded charges to cost of goods sold to write-off obsolete packaging for the affected products in our inventory on-hand and in-transit. We have also incurred additional compliance costs comprised of obsolete packaging, storage and other charges from vendors, which were recognized in cost of goods sold and incremental warehouse storage costs and legal fees, which were recognized in SG&A. We refer to these charges as “EPA compliance costs.” A summary of EPA compliance costs incurred during the periods presented follows:
Three Months Ended November 30,
Nine Months Ended November 30,
(in thousands)
2022
2021
2022
2021
Cost of goods sold
$
370
$
306
$
16,928
1
$
13,775
2
SG&A
1,733
4,620
5,173
7,223
Total EPA compliance costs
$
2,103
$
4,926
$
22,101
$
20,998
(1)Includes a $4.4 million charge to write-off the obsolete packaging for the affected additional humidifier products and affected additional air filtration products in our inventory on-hand and in-transit as of the end of the first quarter of fiscal 2023.
(2)Includes a $13.1 million charge to cost of goods sold to write-off the obsolete packaging for the affected air filtration, water filtration and humidifier products in our inventory on-hand and in-transit as of the end of the first quarter of fiscal 2022.
In addition, we incurred and capitalized into inventory costs to repackage a portion of our existing inventory of the affected products beginning in the second quarter of fiscal 2022 through completion of the repackaging in the third quarter of fiscal 2023. We also expect to incur additional compliance costs, which may include incremental 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 & Wellness 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.
Although, we are not aware of any fines or penalties related to this matter imposed against us by the EPA, there can be no assurances that such fines or penalties will not be imposed.
See Note 9 to our condensed consolidated financial statements for additional information.
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, Mexican Peso and Norwegian Kroner.
For the three months ended November 30, 2022, changes in foreign currency exchange rates had an unfavorable year-over-year impact on consolidated U.S. Dollar reported net sales revenue of approximately $7.1 million, or 1.1%, compared to a favorable year-over-year impact of $1.2 million, or 0.2% for the same period last year. For the nine months ended November 30, 2022, changes in foreign currency exchange rates had an unfavorable year-over-year impact on consolidated U.S. Dollar reported net sales revenue of approximately $14.8 million, or 0.9%, compared to a favorable year-over-year impact of $8.8 million, or 0.6% for the same period last year.
Variability of the Cough/Cold/Flu Season
Sales in several of our Health & Wellness 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 2021-2022 cough/cold/flu season was below historical averages, but higher than the 2020-2021 season, which 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.
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.
Three Months Ended November 30,
% of Sales Revenue, net
(in thousands)
2022 (1)(2)
2021
$ Change
% Change
2022
2021
Sales revenue by segment, net
Home & Outdoor
$
228,937
$
246,135
$
(17,198)
(7.0)
%
41.0
%
39.4
%
Health & Wellness
180,483
203,900
(23,417)
(11.5)
%
32.3
%
32.6
%
Beauty
149,186
174,849
(25,663)
(14.7)
%
26.7
%
28.0
%
Total sales revenue, net
558,606
624,884
(66,278)
(10.6)
%
100.0
%
100.0
%
Cost of goods sold
301,930
351,051
(49,121)
(14.0)
%
54.1
%
56.2
%
Gross profit
256,676
273,833
(17,157)
(6.3)
%
45.9
%
43.8
%
SG&A
169,020
183,788
(14,768)
(8.0)
%
30.3
%
29.4
%
Restructuring charges
10,463
5
10,458
*
1.9
%
—
%
Operating income
77,193
90,040
(12,847)
(14.3)
%
13.8
%
14.4
%
Non-operating income, net
5
52
(47)
(90.4)
%
—
%
—
%
Interest expense
13,149
3,206
9,943
*
2.4
%
0.5
%
Income before income tax
64,049
86,886
(22,837)
(26.3)
%
11.5
%
13.9
%
Income tax expense
12,223
11,203
1,020
9.1
%
2.2
%
1.8
%
Net income
$
51,826
$
75,683
$
(23,857)
(31.5)
%
9.3
%
12.1
%
Nine Months Ended November 30,
% of Sales Revenue, net
(in thousands)
2022 (1)(2)
2021
$ Change
% Change
2022
2021
Sales revenue by segment, net
Home & Outdoor
$
703,759
$
654,997
$
48,762
7.4
%
44.3
%
39.9
%
Health & Wellness
529,930
549,475
(19,545)
(3.6)
%
33.4
%
33.5
%
Beauty
354,395
436,863
(82,468)
(18.9)
%
22.3
%
26.6
%
Total sales revenue, net
1,588,084
1,641,335
(53,251)
(3.2)
%
100.0
%
100.0
%
Cost of goods sold
898,791
936,322
(37,531)
(4.0)
%
56.6
%
57.0
%
Gross profit
689,293
705,013
(15,720)
(2.2)
%
43.4
%
43.0
%
SG&A
515,974
482,467
33,507
6.9
%
32.5
%
29.4
%
Restructuring charges
15,241
380
14,861
*
1.0
%
—
%
Operating income
158,078
222,166
(64,088)
(28.8)
%
10.0
%
13.5
%
Non-operating income, net
185
185
—
—
%
—
%
—
%
Interest expense
26,688
9,508
17,180
*
1.7
%
0.6
%
Income before income tax
131,575
212,843
(81,268)
(38.2)
%
8.3
%
13.0
%
Income tax expense
24,482
28,873
(4,391)
(15.2)
%
1.5
%
1.8
%
Net income
$
107,093
$
183,970
$
(76,877)
(41.8)
%
6.7
%
11.2
%
(1)The three and nine month periods ended November 30, 2022 include approximately thirteen and thirty-two weeks of operating results from Curlsmith, respectively, which was acquired on April 22, 2022. For additional information see Note 4 to the accompanying condensed consolidated financial statements.
(2)The three and nine month periods ended November 30, 2022 include operating results from Osprey, which was acquired on December 29, 2021. For additional information see Note 4 to the accompanying condensed consolidated financial statements.
•Consolidated net sales revenue decreased 10.6%, or $66.3 million, to $558.6 million for the three months ended November 30, 2022, compared to $624.9 million for the same period last year.
•Consolidated operating income decreased 14.3%, or $12.8 million, to $77.2 million for the three months ended November 30, 2022, compared to $90.0 million for the same period last year. Consolidated operating margin decreased 0.6 percentage points to 13.8% of consolidated net sales revenue for the three months ended November 30, 2022, compared to 14.4% for the same period last year.
•Consolidated adjusted operating income decreased 12.7%, or $13.4 million, to $92.7 million for the three months ended November 30, 2022, compared to $106.1 million for the same period last year. Consolidated adjusted operating margin decreased 0.4 percentage points to 16.6% of consolidated net sales revenue for the three months ended November 30, 2022, compared to 17.0% for the same period last year.
•Net income decreased 31.5%, or $23.9 million, to $51.8 million for the three months ended November 30, 2022, compared to $75.7 million for the same period last year. Diluted EPS decreased 30.6% to $2.15 for the three months ended November 30, 2022, compared to $3.10 for the same period last year.
•Adjusted income decreased 26.9%, or $24.4 million, to $66.3 million for the three months ended November 30, 2022, compared to $90.6 million for the same period last year. Adjusted diluted EPS decreased 26.1% to $2.75 for the three months ended November 30, 2022, compared to $3.72 for the same period last year.
Year-To-Date Fiscal 2023 Financial Results
•Consolidated net sales revenue decreased 3.2%, or $53.3 million, to $1,588.1 million for the nine months ended November 30, 2022, compared to $1,641.3 million for the same period last year.
•Consolidated operating income decreased 28.8%, or $64.1 million, to $158.1 million for the nine months ended November 30, 2022, compared to $222.2 million for the same period last year. Consolidated operating margin decreased 3.5 percentage points to 10.0% of consolidated net sales revenue for the nine months ended November 30, 2022, compared to 13.5% for the same period last year.
•Consolidated adjusted operating income decreased 17.1%, or $48.2 million, to $234.2 million for the nine months ended November 30, 2022, compared to $282.5 million for the same period last year. Consolidated adjusted operating margin decreased 2.4 percentage points to 14.8% of consolidated net sales revenue for the nine months ended November 30, 2022, compared to 17.2% for the same period last year.
•Net income decreased 41.8%, or $76.9 million, to $107.1 million for the nine months ended November 30, 2022, compared to $184.0 million for the same period last year. Diluted EPS decreased 40.8% to $4.45 for the nine months ended November 30, 2022, compared to $7.52 for the same period last year.
•Adjusted income decreased 25.6%, or $61.8 million, to $179.1 million for the nine months ended November 30, 2022, compared to $240.9 million for the same period last year. Adjusted diluted
EPS decreased 24.5% to $7.44 for the nine months ended November 30, 2022, compared to $9.85 for the same period last year.
Consolidated and Segment Net Sales Revenue
The following tables summarize the impact that Organic business, foreign currency and acquisitions had on our net sales revenue by segment:
Three Months Ended November 30,
(in thousands)
Home & Outdoor
Health & Wellness
Beauty
Total
Fiscal 2022 sales revenue, net
$
246,135
$
203,900
$
174,849
$
624,884
Organic business
(57,262)
(22,046)
(36,242)
(115,550)
Impact of foreign currency
(3,191)
(1,371)
(2,512)
(7,074)
Acquisition (1)
43,255
—
13,091
56,346
Change in sales revenue, net
(17,198)
(23,417)
(25,663)
(66,278)
Fiscal 2023 sales revenue, net
$
228,937
$
180,483
$
149,186
$
558,606
Total net sales revenue growth (decline)
(7.0)
%
(11.5)
%
(14.7)
%
(10.6)
%
Organic business
(23.3)
%
(10.8)
%
(20.7)
%
(18.5)
%
Impact of foreign currency
(1.3)
%
(0.7)
%
(1.4)
%
(1.1)
%
Acquisition
17.6
%
—
%
7.5
%
9.0
%
Nine Months Ended November 30,
(in thousands)
Home & Outdoor
Health & Wellness
Beauty
Total
Fiscal 2022 sales revenue, net
$
654,997
$
549,475
$
436,863
$
1,641,335
Organic business
(85,186)
(16,939)
(104,759)
(206,884)
Impact of foreign currency
(7,950)
(2,606)
(4,253)
(14,809)
Acquisition (1)
141,898
—
26,544
168,442
Change in sales revenue, net
48,762
(19,545)
(82,468)
(53,251)
Fiscal 2023 sales revenue, net
$
703,759
$
529,930
$
354,395
$
1,588,084
Total net sales revenue growth (decline)
7.4
%
(3.6)
%
(18.9)
%
(3.2)
%
Organic business
(13.0)
%
(3.1)
%
(24.0)
%
(12.6)
%
Impact of foreign currency
(1.2)
%
(0.5)
%
(1.0)
%
(0.9)
%
Acquisition
21.7
%
—
%
6.1
%
10.3
%
(1)Beauty segment's sales from acquisition for the three and nine month periods ended November 30, 2022 includes approximately thirteen and thirty-two weeks of operating results from Curlsmith, respectively, which was acquired on April 22, 2022. Home & Outdoor segment's sales from acquisition for the three and nine month periods ended November 30, 2022 includes operating results from Osprey, which was acquired on December 29, 2021. For additional information see Note 4 to the accompanying condensed consolidated financial statements.
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. On June 7, 2021, we
completed the sale of our North America Personal Care business and on March 25, 2022, we completed the sale of the Latin America and Caribbean Personal Care business. Accordingly, sales from our Personal Care business were included in Non-Core business for all historical periods presented. As a result of these dispositions, we no longer have any results of operations from Non-Core business or any assets or liabilities classified as held for sale.
The following tables summarize the impact that Core business and Non-Core (Personal Care) business had on our net sales revenue by segment:
Three Months Ended November 30,
(in thousands)
Home & Outdoor
Health & Wellness
Beauty
Total
Fiscal 2022 sales revenue, net
$
246,135
$
203,900
$
174,849
$
624,884
Core business
(17,198)
(23,417)
(21,288)
(61,903)
Non-Core business (Personal Care)
—
—
(4,375)
(4,375)
Change in sales revenue, net
(17,198)
(23,417)
(25,663)
(66,278)
Fiscal 2023 sales revenue, net
$
228,937
$
180,483
$
149,186
$
558,606
Total net sales revenue decline
(7.0)
%
(11.5)
%
(14.7)
%
(10.6)
%
Core business
(7.0)
%
(11.5)
%
(12.2)
%
(9.9)
%
Non-Core business (Personal Care)
—
%
—
%
(2.5)
%
(0.7)
%
Nine Months Ended November 30,
(in thousands)
Home & Outdoor
Health & Wellness
Beauty
Total
Fiscal 2022 sales revenue, net
$
654,997
$
549,475
$
436,863
$
1,641,335
Core business
48,762
(19,545)
(52,231)
(23,014)
Non-Core business (Personal Care)
—
—
(30,237)
(30,237)
Change in sales revenue, net
48,762
(19,545)
(82,468)
(53,251)
Fiscal 2023 sales revenue, net
$
703,759
$
529,930
$
354,395
$
1,588,084
Total net sales revenue growth (decline)
7.4
%
(3.6)
%
(18.9)
%
(3.2)
%
Core business
7.4
%
(3.6)
%
(12.0)
%
(1.4)
%
Non-Core business (Personal Care)
—
%
—
%
(6.9)
%
(1.8)
%
Leadership Brand and Other Net Sales Revenue
The following tables summarize our Leadership Brand and other net sales revenue:
Three Months Ended November 30,
(in thousands)
2022
2021
$ Change
% Change
Leadership Brand sales revenue, net (1)
$
451,500
$
506,982
$
(55,482)
(10.9)
%
All other sales revenue, net
107,106
117,902
(10,796)
(9.2)
%
Total sales revenue, net
$
558,606
$
624,884
$
(66,278)
(10.6)
%
Nine Months Ended November 30,
(in thousands)
2022
2021
$ Change
% Change
Leadership Brand sales revenue, net (1)
$
1,338,849
$
1,329,858
$
8,991
0.7
%
All other sales revenue, net
249,235
311,477
(62,242)
(20.0)
%
Total sales revenue, net
$
1,588,084
$
1,641,335
$
(53,251)
(3.2)
%
(1)The three and nine months ended November 30, 2022 include operating results from Osprey, which was acquired on December 29, 2021. For additional information see Note 4 to the accompanying condensed consolidated financial statements.
Comparison of Third Quarter Fiscal 2023 to Third Quarter Fiscal 2022
Consolidated net sales revenue decreased $66.3 million, or 10.6%, to $558.6 million, compared to $624.9 million. The decline was primarily driven by a decrease from Organic business of $115.6 million, or 18.5%, primarily due to:
•lower sales in all segments due to lower consumer demand, shifts in consumer spending patterns and reduced orders from retail customers due to higher trade inventory levels;
•the unfavorable comparative impact of approximately $15 million from earlier than typical customer orders in the third quarter of fiscal 2022 as retailers accelerated orders to try to avoid supply chain disruptions during the prior year holiday season; and
•a net sales revenue decline of $4.4 million in Non-Core business due to the sale of our Personal Care business.
These factors were partially offset by the impact of customer price increases related to rising freight and product costs and an increase in sales of humidification products in our Health & Wellness segment.
The Osprey and Curlsmith acquisitions contributed $43.3 million and $13.1 million, respectively, or 9.0% to consolidated net sales revenue growth.
Net sales revenue was unfavorably impacted by net foreign currency fluctuations of approximately $7.1 million, or 1.1%.
Net sales revenue from our Leadership Brands was $451.5 million, compared to $507.0 million for the same period last year, representing a decrease of 10.9%.
Comparison of First Nine Months of Fiscal 2023 to First Nine Months of Fiscal 2022
Consolidated net sales revenue decreased $53.3 million, or 3.2%, to $1,588.1 million, compared to $1,641.3 million. The decline was driven by a decrease from Organic business of $206.9 million, or 12.6%, primarily reflecting:
•lower sales in all segments due to lower consumer demand, shifts in consumer spending patterns and reduced orders from retail customers due to higher trade inventory levels;
•the unfavorable comparative impacts of approximately $20 million from retailers that accelerated orders into the fourth quarter of fiscal 2022, approximately $15 million from 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”) that were shipped in the first quarter of fiscal 2022 and approximately $15 million of earlier than typical customer orders in the third quarter of fiscal 2022 as retailers accelerated orders to try to avoid supply chain disruptions during the prior year holiday season; and
•a net sales revenue decline of $30.2 million in Non-Core business due to the sale of our Personal Care business.
These factors were partially offset by:
•an increase in sales in our Health & Wellness segment air filtration, humidification and water filtration categories as a result of the EPA packaging compliance matter and related stop shipment actions in the comparative prior year period and higher seasonal heaters and humidification product sales;
•higher prestige market personal care category sales in our Beauty segment; and
•the impact of customer price increases related to rising freight and product costs.
The Osprey and Curlsmith acquisitions contributed $141.9 million and $26.5 million, respectively, or 10.3% to consolidated net sales revenue growth.
Net sales revenue was also unfavorably impacted by net foreign currency fluctuations of approximately $14.8 million, or 0.9%.
Net sales revenue from our Leadership Brands was $1,338.8 million, compared to $1,329.9 million for the same period last year, representing an increase of 0.7%.
Segment Net Sales Revenue
Home & Outdoor
Comparison of Third Quarter Fiscal 2023 to Third Quarter Fiscal 2022
Net sales revenue decreased $17.2 million, or 7.0%, to $228.9 million, compared to $246.1 million. The decline was driven by a decrease from Organic business of $57.3 million, or 23.3%, primarily due to:
•declines in sales primarily due to lower consumer demand driven by shifts in consumer spending patterns and reduced orders from retail customers due to higher trade inventory levels;
•the unfavorable comparative impact of earlier than typical customer orders in the third quarter of fiscal 2022 as retailers accelerated orders to try to avoid supply chain disruptions during the prior year holiday season; and
•lower sales in the club channel.
These factors were partially offset by higher sales in the closeout channel and the impact of customer price increases related to rising freight and product costs.
The Osprey acquisition contributed $43.3 million, or 17.6%, to segment net sales revenue growth.
Net sales revenue was unfavorably impacted by net foreign currency fluctuations of approximately $3.2 million, or 1.3%.
Comparison of First Nine Months of Fiscal 2023 to First Nine Months of Fiscal 2022
Net sales revenue increased $48.8 million, or 7.4%, to $703.8 million, compared to $655.0 million, primarily due to the contribution from the acquisition of Osprey of $141.9 million, or 21.7%, to segment net sales revenue growth. This growth was partially offset by a decrease from Organic business of $85.2 million, or 13.0%, primarily due to:
•declines in sales primarily due to lower consumer demand driven by shifts in consumer spending patterns and reduced orders from retail customers due to higher trade inventory levels;
•the unfavorable comparative impacts of retailers that accelerated orders into the fourth quarter of fiscal 2022, orders that were not able to be shipped at the end of the fourth quarter of fiscal 2021 due to the impact of Winter Storm Uri that were shipped in the first quarter of fiscal 2022 and earlier than typical customer orders in the third quarter of fiscal 2022 as retailers accelerated orders to try to avoid supply chain disruptions during the prior year holiday season; and
•lower sales in the club channel.
These factors were partially offset by higher sales in the closeout channel and the impact of customer price increases related to rising freight and product costs.
Net sales revenue was unfavorably impacted by net foreign currency fluctuations of approximately $8.0 million, or 1.2%.
Comparison of Third Quarter Fiscal 2023 to Third Quarter Fiscal 2022
Net sales revenue decreased $23.4 million, or 11.5%, to $180.5 million, compared to $203.9 million. The decline was driven by a decrease from Organic business of $22.0 million, or 10.8%, primarily due to lower sales of thermometry, seasonal categories, water filtration, and air filtration products primarily driven by lower consumer demand, shifts in consumer spending patterns and reduced orders from retail customers due to higher trade inventory levels.
These factors were partially offset by:
•an increase in sales of humidification products;
•growth in international sales; and
•the impact of customer price increases related to rising freight and product costs.
Net sales revenue was unfavorably impacted by net foreign currency fluctuations of approximately $1.4 million, or 0.7%.
Comparison of First Nine Months of Fiscal 2023 to First Nine Months of Fiscal 2022
Net sales revenue decreased $19.5 million, or 3.6%, to $529.9 million, compared to $549.5 million. The decline was driven by a decrease from Organic business of $16.9 million, or 3.1%, primarily due to:
•lower sales of thermometry and air filtration products primarily driven by lower consumer demand, shifts in consumer spending patterns and reduced orders from retail customers due to higher trade inventory levels;
•the unfavorable comparative 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 Winter Storm Uri that were shipped in the first quarter of fiscal 2022; and
•a decrease in seasonal fan sales.
These factors were partially offset by:
•an increase in sales of air filtration, humidification and water filtration products as a result of the EPA packaging compliance matter and related stop shipment actions in the comparative prior year period;
•higher seasonal heaters and humidification product sales; and
•the impact of customer price increases related to rising freight and product costs.
Net sales revenue was also unfavorably impacted by net foreign currency fluctuations of approximately $2.6 million, or 0.5%.
Beauty
Comparison of Third Quarter Fiscal 2023 to Third Quarter Fiscal 2022
Net sales revenue decreased $25.7 million, or 14.7%, to $149.2 million, compared to $174.8 million. The decline was driven by a decrease from Organic business of $36.2 million, or 20.7%, primarily due to:
•reduced hair appliances category sales driven by lower consumer demand, shifts in consumer spending patterns and reduced orders from retail customers due to higher trade inventory levels;
•the unfavorable comparative impact of earlier than typical customer orders in the third quarter of fiscal 2022 as retailers accelerated orders to try to avoid supply chain disruptions during the prior year holiday season; and
•a decline in Non-Core business net sales revenue due to the sale of our Personal Care business.
These factors were partially offset by the impact of customer price increases related to rising freight and product costs.
The Curlsmith acquisition contributed $13.1 million, or 7.5%, to segment net sales revenue growth.
Net sales revenue was unfavorably impacted by net foreign currency fluctuations of approximately $2.5 million, or 1.4%.
Comparison of First Nine Months of Fiscal 2023 to First Nine Months of Fiscal 2022
Net sales revenue decreased $82.5 million, or 18.9%, to $354.4 million, compared to $436.9 million. The decline was driven by a decrease from Organic business of $104.8 million, or 24.0%, primarily reflecting:
•reduced hair appliances category sales due to lower consumer demand, shifts in consumer spending patterns and reduced orders from retail customers due to higher trade inventory levels;
•the unfavorable comparative impacts of retailers that accelerated orders into the fourth quarter of fiscal 2022, orders that were not able to be shipped at the end of the fourth quarter of fiscal 2021 due to the impact of Winter Storm Uri that were shipped in the first quarter of fiscal 2022 and earlier than typical customer orders in the third quarter of fiscal 2022 as retailers accelerated orders to try to avoid supply chain disruptions during the prior year holiday season; and
•a decline in Non-Core business net sales revenue due to the sale of our Personal Care business.
These factors were partially offset by higher prestige market personal care category sales and the impact of customer price increases related to rising freight and product costs.
The Curlsmith acquisition contributed $26.5 million, or 6.1%, to segment net sales revenue growth.
Net sales revenue was unfavorably impacted by net foreign currency fluctuations of approximately $4.3 million, or 1.0%.
Consolidated Gross Profit Margin
Comparison of Third Quarter Fiscal 2023 to Third Quarter Fiscal 2022
Consolidated gross profit margin increased 2.1 percentage points to 45.9%, compared to 43.8%. The increase in consolidated gross profit margin was primarily due to:
•a favorable mix of more Home & Outdoor sales within our consolidated net sales revenue;
•a more favorable customer mix within the Home & Outdoor segment; and
•a more favorable product mix within the Beauty segment primarily due to the acquisition of Curlsmith.
These factors were partially offset by a less favorable product mix within the Home & Outdoor segment due to the acquisition of Osprey and the net dilutive impact of inflationary costs and related customer price increases.
Comparison of First Nine Months of Fiscal 2023 to First Nine Months of Fiscal 2022
Consolidated gross profit margin increased 0.4 percentage points to 43.4%, compared to 43.0%. The increase in consolidated gross profit margin was primarily due to a more favorable product mix within the Beauty segment primarily due to the acquisition of Curlsmith and a more favorable customer mix within the Home & Outdoor segment.
These factors were partially offset by:
•the unfavorable impact of less Beauty segment sales within our consolidated net sales revenue;
•an increase in EPA compliance costs recognized in cost of goods sold in the Health & Wellness segment of $3.2 million;
•a less favorable product mix within the Home & Outdoor segment due to the acquisition of Osprey; and
•the net dilutive impact of inflationary costs and related customer price increases.
Comparison of Third Quarter Fiscal 2023 to Third Quarter Fiscal 2022
Consolidated SG&A ratio increased 0.9 percentage points to 30.3%, compared to 29.4%. The increase in the consolidated SG&A ratio was primarily due to:
•the unfavorable leverage impact of the decrease in net sales;
•higher salary and wage costs;
•higher marketing expense;
•increased amortization expense;
•higher outbound freight costs; and
•higher share-based compensation expense.
These factors were partially offset by:
•a gain from insurance recoveries on damaged inventory of $9.7 million;
•reduced annual incentive compensation expense;
•the favorable leverage impact of customer price increases related to inflationary costs;
•a decrease in EPA compliance costs of $2.9 million in the Health & Wellness segment; and
•the favorable comparative impact of acquisition-related expense incurred in connection with the Osprey transaction during the prior year period.
Comparison of First Nine Months of Fiscal 2023 to First Nine Months of Fiscal 2022
Consolidated SG&A ratio increased 3.1 percentage points to 32.5%, compared to 29.4%. The increase in the consolidated SG&A ratio was primarily due to:
•the unfavorable leverage impact of the decrease in net sales;
•higher distribution expense;
•increased salary and wage costs;
•higher marketing expense;
•increased amortization expense;
•an increase in outbound freight costs; and
•higher share-based compensation expense.
These factors were partially offset by:
•reduced annual incentive compensation expense;
•the favorable leverage impact of customer price increases related to inflationary costs;
•a gain from insurance recoveries on damaged inventory of $9.7 million; and
•a decrease in EPA compliance costs of $2.1 million in the Health & Wellness segment.
Restructuring Charges
During the three and nine month periods ended November 30, 2022, we incurred $10.5 million and $15.2 million, respectively, of pre-tax restructuring costs in connection with Project Pegasus, which were recorded as “Restructuring charges” in the condensed consolidated statements of income and were primarily comprised of professional fees and severance and employee related costs. We recognized an insignificant amount and $0.4 million, respectively, of pre-tax restructuring costs during the three and nine month periods ended November 30, 2021, under a prior restructuring plan referred to as Project Refuel, which was completed during the fourth quarter of fiscal 2022.
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 impact of certain items on our operating income, the tables that follow report the comparative pre-tax impact of acquisition-related expenses, EPA compliance costs, gain from insurance recoveries, 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.”
(1)The three and nine month periods ended November 30, 2022 include operating results from Osprey, which was acquired on December 29, 2021. For additional information see Note 4 to the accompanying condensed consolidated financial statements.
(2)The three and nine month periods ended November 30, 2022 include approximately thirteen and thirty-two weeks of operating results from Curlsmith, respectively, which was acquired on April 22, 2022. For additional information see Note 4 to the accompanying condensed consolidated financial statements.
Consolidated Operating Income
Comparison of Third Quarter Fiscal 2023 to Third Quarter Fiscal 2022
Consolidated operating income was $77.2 million, or 13.8% of net sales revenue, compared to $90.0 million, or 14.4% of net sales revenue. The 0.6 percentage point decrease in consolidated operating margin was primarily due to:
•unfavorable operating leverage;
•restructuring charges of $10.5 million;
•the unfavorable impact of less Beauty segment sales within our consolidated net sales revenue;
•a less favorable product mix within the Home & Outdoor segment due to the acquisition of Osprey;
•higher salary and wage costs;
•higher outbound freight costs;
•increased amortization expense; and
•higher share-based compensation expense.
These factors were partially offset by:
•a gain from insurance recoveries on damaged inventory of $9.7 million;
•reduced annual incentive compensation expense;
•a decrease in EPA compliance costs of $2.8 million in the Health & Wellness segment;
•the favorable comparative impact of acquisition-related expense incurred in connection with the Osprey transaction during the prior year period;
•a more favorable customer mix within the Home & Outdoor segment; and
•a more favorable product mix within the Beauty segment primarily due to the acquisition of Curlsmith.
Consolidated adjusted operating income decreased 12.7% to $92.7 million, or 16.6% of net sales revenue, compared to $106.1 million, or 17.0% of net sales revenue.
Comparison of First Nine Months of Fiscal 2023 to First Nine Months of Fiscal 2022
Consolidated operating income was $158.1 million, or 10.0% of net sales revenue, compared to $222.2 million, or 13.5% of net sales revenue. The 3.5 percentage point decrease in consolidated operating margin was primarily due to:
•unfavorable operating leverage;
•higher distribution expense;
•increased salary and wage costs;
•a less favorable product mix within the Home & Outdoor segment due to the acquisition of Osprey;
•an increase in restructuring charges of $14.9 million;
•higher marketing expense;
•increased amortization expense;
•an increase in outbound freight costs; and
•higher share-based compensation expense.
These factors were partially offset by:
•a favorable mix of more Home & Outdoor sales within our consolidated net sales revenue;
•reduced annual incentive compensation expense;
•a gain from insurance recoveries of $9.7 million;
•a more favorable product mix within the Beauty segment primarily due to the acquisition of Curlsmith; and
•a more favorable customer mix within the Home & Outdoor segment.
Consolidated adjusted operating income decreased 17.1% to $234.2 million, or 14.8% of net sales revenue, compared to $282.5 million, or 17.2% of net sales revenue.
Home & Outdoor
Comparison of Third Quarter Fiscal 2023 to Third Quarter Fiscal 2022
Operating income was $30.8 million, or 13.5% of segment net sales revenue, compared to $43.2 million, or 17.6% of segment net sales revenue. The 4.1 percentage point decrease in segment operating margin was primarily due to:
•the impact of the acquisition of Osprey, which has a lower operating margin than the rest of the Home & Outdoor segment;
•increased salary and wage costs;
•restructuring charges of $5.1 million; and
•unfavorable operating leverage.
These factors were partially offset by:
•reduced annual incentive compensation expense;
•a decrease in distribution expense;
•the net impact of inflationary costs and related customer price increases;
•lower inventory obsolescence expense; and
•a more favorable customer mix.
Adjusted operating income decreased 16.5%to $39.9 million, or 17.4% of segment net sales revenue, compared to $47.7 million, or 19.4% of segment net sales revenue.
Comparison of First Nine Months of Fiscal 2023 to First Nine Months of Fiscal 2022
Operating income was $102.7 million, or 14.6% of segment net sales revenue, compared to $112.3 million, or 17.1% of segment net sales revenue. The 2.5 percentage point decrease in segment operating margin was primarily due to:
•the impact of the acquisition of Osprey, which has a lower operating margin than the rest of the Home & Outdoor segment;
•an increase in distribution expense;
•higher salary and wage costs; and
•an increase in restructuring charges of $5.2 million.
These factors were partially offset by:
•a more favorable customer mix; and
•reduced annual incentive compensation expense.
Adjusted operating income decreased 1.9%to $124.5 million, or 17.7% of segment net sales revenue, compared to $126.9 million, or 19.4% of segment net sales revenue.
Health & Wellness
Comparison of Third Quarter Fiscal 2023 to Third Quarter Fiscal 2022
Operating income was $21.3 million, or 11.8% of segment net sales revenue, compared to $13.6 million, or 6.7% of segment net sales revenue. The 5.1 percentage point increase in segment operating margin was primarily due to:
•a gain from insurance recoveries on damaged inventory of $8.2 million;
•a decrease in EPA compliance costs of $2.8 million;
•lower inventory obsolescence expense;
•the net impact of inflationary costs and related customer price increases;
•decreased annual incentive compensation expense;
•reduced salary and wage costs;
•lower outbound freight costs; and
•an increase in duty refunds received.
These factors were partially offset by:
•unfavorable operating leverage;
•restructuring charges of $2.9 million; and
•higher distribution expense.
Adjusted operating income decreased 2.1% to $21.3 million, or 11.8% of segment net sales revenue, compared to $21.8 million, or 10.7% of segment net sales revenue.
Comparison of First Nine Months of Fiscal 2023 to First Nine Months of Fiscal 2022
Operating income was $12.5 million, or 2.4% of segment net sales revenue, compared to $29.6 million, or 5.4% of segment net sales revenue. The 3.0 percentage point decrease in segment operating margin was primarily due to:
•higher distribution expense;
•unfavorable operating leverage;
•restructuring charges of $6.4 million;
•the unfavorable comparative impact of tariff exclusion refunds received in the prior year period;
•an increase in EPA compliance costs of $1.1 million;
•higher marketing expense;
•an increase in legal fees;
•an increase in share-based compensation expense; and
•a gain from insurance recoveries on damaged inventory of $8.2 million;
•the net impact of inflationary costs and related customer price increases;
•reduced salary and wage costs; and
•decreased annual incentive compensation expense.
Adjusted operating income decreased 26.9% to $45.7 million, or 8.6% of segment net sales revenue, compared to $62.6 million, or 11.4% of segment net sales revenue.
Beauty
Comparison of Third Quarter Fiscal 2023 to Third Quarter Fiscal 2022
Operating income was $25.1 million, or 16.8% of segment net sales revenue, compared to $33.2 million, or 19.0% of segment net sales revenue. The 2.2 percentage point decrease in segment operating margin was primarily due to:
•unfavorable operating leverage;
•increased salary and wage costs;
•restructuring charges of $2.5 million;
•higher share-based compensation expense;
•the net dilutive impact of inflationary costs and related customer price increases;
•an increase in inventory obsolescence expense;
•higher distribution expense;
•increased outbound freight costs; and
•an increase in amortization expense.
These factors were partially offset by:
•decreased annual incentive compensation expense;
•a gain from insurance recoveries on damaged inventory of $1.5 million;
•favorable foreign currency exchange rate impacts; and
•a more favorable product mix primarily due to the acquisition of Curlsmith.
Adjusted operating income decreased 14.0% to $31.5 million, or 21.1% of segment net sales revenue, compared to $36.6 million, or 20.9% of segment net sales revenue.
Comparison of First Nine Months of Fiscal 2023 to First Nine Months of Fiscal 2022
Operating income was $42.9 million, or 12.1% of segment net sales revenue, compared to $80.2 million, or 18.4% of segment net sales revenue. The 6.3 percentage point decrease in segment operating margin was primarily due to:
•unfavorable operating leverage;
•increased salary and wage costs;
•higher distribution expense;
•an increase in marketing expense;
•higher share-based compensation expense;
•the net dilutive impact of inflationary costs and related customer price increases;
•restructuring charges of $3.2 million;
•higher acquisition-related expense in connection with the Curlsmith transaction; and
•the gain from insurance recoveries on damaged inventory of $1.5 million;
•lower inventory obsolescence expense; and
•a more favorable product mix primarily due to the acquisition of Curlsmith.
Adjusted operating income decreased 31.1% to $64.1 million, or 18.1% of segment net sales revenue, compared to $93.0 million, or 21.3% of segment net sales revenue.
Interest Expense
Comparison of Third Quarter Fiscal 2023 to Third Quarter Fiscal 2022
Interest expense was $13.1 million, compared to $3.2 million. The increase in interest expense was primarily due to higher average levels of debt outstanding, including borrowings to fund the acquisitions of Osprey and Curlsmith as well as construction of a new distribution center, and higher average interest rates compared to the same period last year.
Comparison of First Nine Months of Fiscal 2023 to First Nine Months of Fiscal 2022
Interest expense was $26.7 million, compared to $9.5 million. The increase in interest expense was primarily due to higher average levels of debt outstanding, including borrowings to fund the acquisitions of Osprey and Curlsmith as well as construction of a new distribution center, and higher average interest rates 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 August 16, 2022, the Inflation Reduction Act (the “Act”) was enacted and signed into law. The Act is a budget reconciliation package that includes significant law changes relating to tax, climate change, energy, and health care. The tax provisions include, among other items, a corporate alternative minimum tax of 15%, an excise tax of 1% on corporate stock buy-backs, energy-related tax credits, and additional IRS funding. We do not expect these tax provisions to have a material impact to our consolidated financial statements.
For the three months ended November 30, 2022, income tax expense as a percentage of income before income tax was 19.1% compared to 12.9% for the same period last year. The year-over-year increase in the effective tax rate is primarily due to lower forecasted annual income before income tax and shifts in the mix of income in our various tax jurisdictions, which were partially offset by increases in tax benefits for discrete items. For the nine months ended November 30, 2022, income tax expense as a percentage of income before income tax was 18.6% compared to 13.6% for the same period last year. The year-over-year increase in the effective tax rate is primarily due to lower forecasted annual income before income taxes, shifts in the mix of income in our various tax jurisdictions, and an increase in tax expense for discrete items.
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 acquisition-related expenses, EPA compliance costs, gain from insurance recoveries, restructuring charges, 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 November 30, 2022
Income
Diluted EPS
(in thousands, except per share data)
Before Tax
Tax
Net of Tax
Before Tax
Tax
Net of Tax
As reported (GAAP)
$
64,049
$
12,223
$
51,826
$
2.66
$
0.51
$
2.15
Acquisition-related expenses
—
—
—
—
—
—
EPA compliance costs
2,103
32
2,071
0.09
—
0.09
Gain from insurance recoveries
(9,676)
(121)
(9,555)
(0.40)
(0.01)
(0.40)
Restructuring charges
10,463
131
10,332
0.43
0.01
0.43
Subtotal
66,939
12,265
54,674
2.78
0.51
2.27
Amortization of intangible assets
4,652
534
4,118
0.19
0.02
0.17
Non-cash share-based compensation
7,941
474
7,467
0.33
0.02
0.31
Adjusted (non-GAAP)
$
79,532
$
13,273
$
66,259
$
3.30
$
0.55
$
2.75
Weighted average shares of common stock used in computing diluted EPS
24,078
Three Months Ended November 30, 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)
$
86,886
$
11,203
$
75,683
$
3.56
$
0.46
$
3.10
Acquisition-related expenses
1,605
58
1,547
0.07
—
0.06
EPA compliance costs
4,926
74
4,852
0.20
—
0.20
Restructuring charges
5
—
5
—
—
—
Subtotal
93,422
11,335
82,087
3.83
0.46
3.36
Amortization of intangible assets
2,994
197
2,797
0.12
0.01
0.11
Non-cash share-based compensation
6,549
784
5,765
0.27
0.03
0.24
Adjusted (non-GAAP)
$
102,965
$
12,316
$
90,649
$
4.22
$
0.50
$
3.72
Weighted average shares of common stock used in computing diluted EPS
Weighted average shares of common stock used in computing diluted EPS
24,086
Nine Months Ended November 30, 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)
$
212,843
$
28,873
$
183,970
$
8.70
$
1.18
$
7.52
Acquisition-related expenses
1,605
58
1,547
0.07
—
0.06
EPA compliance costs
20,998
315
20,683
0.86
0.01
0.85
Restructuring charges
380
6
374
0.02
—
0.02
Subtotal
235,826
29,252
206,574
9.64
1.20
8.45
Amortization of intangible assets
8,963
603
8,360
0.37
0.02
0.34
Non-cash share-based compensation
28,349
2,355
25,994
1.16
0.10
1.06
Adjusted (non-GAAP)
$
273,138
$
32,210
$
240,928
$
11.17
$
1.32
$
9.85
Weighted average shares of common stock used in computing diluted EPS
24,461
Comparison of Third Quarter Fiscal 2023 to Third Quarter Fiscal 2022
Net income was $51.8 million, compared to $75.7 million. Diluted EPS was $2.15, compared to $3.10. Diluted EPS decreased primarily due to lower operating income in the Home & Outdoor and Beauty segments, higher interest expense and an increase in the effective income tax rate, partially offset by higher operating income in the Health & Wellness segment and lower weighted average diluted shares outstanding.
Adjusted income decreased $24.4 million, or 26.9%, to $66.3 million, compared to $90.6 million. Adjusted diluted EPS decreased 26.1% to $2.75, compared to $3.72.
Comparison of First Nine Months of Fiscal 2023 to First Nine Months of Fiscal 2022
Net Income was $107.1 million, compared to $184.0 million. Diluted EPS was $4.45, compared to $7.52. Diluted EPS decreased primarily due to lower operating income, higher interest expense and an increase in the effective income tax rate, partially offset by lower weighted average diluted shares outstanding.
Adjusted income decreased $61.8 million, or 25.6%, to $179.1 million, compared to $240.9 million. Adjusted diluted EPS decreased 24.5% to $7.44, compared to $9.85.
Liquidity and Capital Resources
We principally rely on our cash flow from operations and borrowings under our Credit Agreement 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 typically been able to 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 $45.3 million in cash and cash equivalents at November 30, 2022. As of November 30, 2022, the amount of cash and cash equivalents held by our foreign subsidiaries was $34.1 million. During the first quarter of fiscal 2023, we acquired Curlsmith for $147.9 million in cash, net of cash acquired. The acquisition was funded with cash on hand and borrowings under our Credit Agreement. We have no existing activities involving special purpose entities or off-balance sheet financing.
On June 28, 2022, we entered into an amendment to our Credit Agreement to, among other things, replace LIBOR with Term SOFR (as defined in the Credit Agreement) as the reference interest rate. In connection with the amendment, we also (i) exercised the accordion under the Credit Agreement and borrowed $250 million as term loans, and (ii) provided a notice relating to a qualified acquisition, which triggered temporary adjustments to the maximum leverage ratio as further described below. The Credit Agreement was subsequently amended on November 2, 2022, to, among other things, permit the Company to enter into certain supply chain financing programs, structured vendor payable programs, payable financing programs or other similar financing programs, subject to certain conditions. The amendment also provides that these permitted supply chain arrangements are excluded for purposes of determining compliance with the maximum leverage ratio. In addition, on August 26, 2022, we entered into an amendment to the loan agreement for the unsecured MBFC Loan to, among other things, replace LIBOR with Term SOFR (as defined in the loan agreement) as the reference interest rate. For additional information, see Note 10 to the accompanying condensed consolidated financial statements and below under “Credit Agreement and Other Debt Agreements.”
We believe our short-term liquidity requirements will primarily consist of working capital requirements, capital expenditures and interest payments on our debt. We expect elevated outstanding borrowings under the Credit Agreement during fiscal 2023 in comparison to fiscal 2022 due to borrowings to fund the acquisitions of Osprey and Curlsmith and our new distribution center, coupled with the impact of lower consumer demand and shifts in consumer spending patterns. If interest rates continue to increase as expected and adverse economic changes occur, our access to credit on favorable interest rate terms may be impacted. In an economic downturn, we may also be unable to raise capital through debt or equity financings on terms acceptable to us or at all. Covenants in our Credit Agreement could also have consequences on our operations, including restricting or delaying our ability to obtain additional financing, potentially limiting our ability to adjust to rapidly changing market conditions or respond to business opportunities. Additionally, in challenging and uncertain economic environments, we cannot predict when macroeconomic uncertainty may arise, whether or when such circumstances may improve or worsen or what impact such circumstances could have on our business and our liquidity requirements.
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 provided net cash of $49.5 million for the nine months ended November 30, 2022, compared to net cash used of $5.1 million for the same period last year. The increase in cash provided by operating activities was primarily driven by decreases in cash used for inventory purchases and accounts receivable to extend credit to our retail customers, partially offset by a decrease in cash earnings and an increase in cash used for income taxes.
Investing Activities
Investing activities used net cash of $290.7 million during the nine months ended November 30, 2022, compared to net cash provided of $8.5 million for the same period last year. The increase in cash used by investing activities was primarily due to the acquisition of Curlsmith during the first quarter of fiscal 2023, an increase in capital and intangible asset expenditures and the comparative impact of proceeds received from the sale of our North America Personal Care business in the prior year period. We made investments in capital and intangible asset expenditures of $146.2 million during the nine months ended November 30, 2022, compared to $41.5 million for the same period last year. The increase in capital and intangible asset expenditures was primarily for construction expenditures inclusive of capitalized interest related to a new distribution center for our Home & Outdoor 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
Financing activities provided net cash of $253.1 million during the nine months ended November 30, 2022, compared to net cash used of $4.2 million for the same period last year. The increase in cash provided by financing activities is primarily due to an increase in net proceeds from our Credit Agreement, including net proceeds from the term loans, and a decrease in open market repurchases of common stock.
Credit Agreement and Other Debt Agreements
Credit Agreement
Our Credit Agreement with Bank of America, N.A., as administrative agent, and other lenders provides for an unsecured total revolving commitment of $1.25 billion and matures on March 13, 2025. On June 28, 2022, we entered into an amendment to the Credit Agreement to, among other things, replace LIBOR with Term SOFR (as defined in the Credit Agreement) as the reference interest rate. Accordingly, we updated our interest rate swap contracts associated with the Credit Agreement borrowings to replace LIBOR with Term SOFR as the reference interest rate. In connection with the amendment, we also (i) exercised the accordion under the Credit Agreement and borrowed $250 million as term loans, and (ii) provided a notice relating to a qualified acquisition, which triggered temporary adjustments to the maximum leverage ratio as further described below. The term loans will be payable at the end of each fiscal quarter in equal installments of 0.625% of the term loans made, beginning in the third quarter of fiscal 2023, with the remaining balance due at the maturity date. The maturity date of the term loans is
March 13, 2025, which is the same maturity date as the revolving loans under the Credit Agreement. The proceeds from the term loans were used to repay revolving loans under the Credit Agreement. We may prepay the term loans, in whole or in part, at any time without premium or penalty. Following the amendment, borrowings under the Credit Agreement bear floating interest at either the Base Rate or Term SOFR, 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 Term SOFR borrowings, respectively, plus a credit spread of 0.10% for Term SOFR borrowings. As a result of the notice for the qualified acquisition, the maximum leverage ratio is 4.00 to 1.00 through February 28, 2023, 3.75 to 1.00 through May 31, 2023 and 3.50 to 1.00 thereafter.
The Credit Agreement was subsequently amended on November 2, 2022, to, among other things, permit the Company to enter into certain supply chain financing programs, structured vendor payable programs, payable financing programs or other similar financing programs, subject to certain conditions. The amendment also provides that these permitted supply chain arrangements are excluded for purposes of determining compliance with the maximum leverage ratio.
As of November 30, 2022, the outstanding revolving loan principal balance was $1,068.4 million (excluding prepaid financing fees), the balance of outstanding letters of credit was $18.2 million and the amount available for borrowings under the Credit Agreement was $411.8 million. Covenants in the Credit Agreement limit the amount of total indebtedness we can incur. As a result of our exercise of the qualified acquisition notice under the Credit Agreement, as of November 30, 2022, these covenants effectively limited our ability to incur more than $262.2 million of additional debt from all sources, including the Credit Agreement.
Other Debt Agreements
On August 26, 2022, we entered into an amendment to the loan agreement for the unsecured MBFC Loan to, among other things, replace LIBOR with Term SOFR (as defined in the loan agreement) as the reference interest rate.Following the effective date of the amendment, borrowings under the MBFC Loan bear interest at either the Base Rate or Term SOFR (both as defined in the loan agreement), plus a margin based on the Net Leverage Ratio (as defined in the loan agreement)of 0% to 1.0% and 1.0% to 2.0% for Base Rate and Term SOFR borrowings, respectively, plus a credit spread of 0.10% for Term SOFR borrowings.
As of November 30, 2022, the aggregate principal balance of the MBFC Loan was $14.8 million (excluding prepaid financing fees).
All of our debt is unconditionally guaranteed, on a joint and several basis, by the Company and certain of its subsidiaries. Our debt agreements require the maintenance of certain key financial covenants and also contain other customary covenants, including, among other things, covenants restricting or limiting us, except under certain conditions set forth therein, from (1) incurring debt, (2) incurring liens on our properties, (3) making certain types of investments, (4) selling certain assets or making other fundamental changes relating to mergers and consolidations, and (5) repurchasing shares of our common stock and paying dividends. Our debt agreements also contain customary events of default, including failure to pay principal or interest when due, among others. Our debt agreements are cross-defaulted to each other. Upon an event of default under our debt agreements, the holders or lenders may, among other things, accelerate the maturity of any amounts outstanding under our debt agreements. The commitments of the lenders to make loans to us under the Credit Agreement are several and not joint. Accordingly, if any lender fails to make loans to us, our available liquidity could be reduced by an amount up to the aggregate amount of such lender’s commitments under the Credit Agreement.
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 statements in this report, including those in documents and our other filings with the SEC referenced herein, may constitute “forward-looking statements” as defined under the Private Securities Litigation Reform Act of 1995. Generally, the words “anticipates”, “believes”, “expects”, “plans”, “may”, “will”, “might”, “would”, “should”, “seeks”, “estimates”, “project”, “predict”, “potential”, “currently”, “continue”, “intends”, “outlook”, “forecasts”, “targets”, “could”, 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, expenses, EPS 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 speak only as of the date they are made and 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 or referenced 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.
Such risks are not limited to, but may include:
•the 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;
•a cybersecurity breach, obsolescence or interruptions in the operation of our central global Enterprise Resource Planning systems and other peripheral information systems;
•the geographic concentration and peak season capacity of certain U.S. distribution facilities which increase our risk to disruptions that could affect our ability to deliver products in a timely manner;
•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 develop and introduce a continuing stream of innovative new products to meet changing consumer preferences;
•actions taken by large customers that may adversely affect our gross profit and operating results;
•our dependence on sales to several large customers and the risks associated with any loss of, or substantial decline in, sales to top customers;
•our dependence on third-party manufacturers, most of which are located in Asia, and any inability to obtain products from such manufacturers;
•our ability to deliver products to our customers in a timely manner and according to their fulfillment standards;
•the risks associated with trade barriers, exchange controls, expropriations, and other risks associated with domestic and foreign operations including uncertainty and business interruptions resulting from political changes and actions in the U.S. and abroad, such as the current conflict between Russia and Ukraine, and volatility in the global credit and financial markets and economy;
•our dependence on the strength of retail economies and vulnerabilities to any prolonged economic downturn, including a downturn from the effects of macroeconomic conditions, any public health crises (including any lingering effects of new surges in COVID-19) or similar
•the risks associated with the use of licensed trademarks from or to third parties;
•the risks associated with weather conditions, the duration and severity of the cold and flu season and other related factors;
•our reliance on our CEO and a limited number of other key senior officers to operate our business;
•expectations regarding our global restructuring plan initiatives and our ability to realize targeted savings, including expectations concerning costs and savings, are based on management’s estimates available at the time and are subject to a number of assumptions that could materially impact our estimates;
•expectations regarding recent acquisitions (including Curlsmith and Osprey) 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;
•the risks of potential changes in laws and regulations, including environmental, employment and health and safety and tax laws, and the costs and complexities of compliance with such laws;
•the risks associated with increased focus and expectations on climate change and other environmental, social and governance matters;
•the risks associated with significant changes in or our compliance with regulations, interpretations or product certification requirements;
•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;
•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 associated with accounting for tax positions and the resolution of tax disputes;
•the risks of significant tariffs or other restrictions being placed on imports from China, Mexico or Vietnam or any retaliatory trade measures taken by China, Mexico or Vietnam;
•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;
•increased costs of raw materials, energy and transportation;
•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;
•the risks associated with foreign currency exchange rate fluctuations; and
•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.
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, other than the amendments to our Credit Agreement, associated interest rate swap contracts and the MBFC Loan discussed herein under “Credit Agreement and Other Debt Agreements” and the current trends and developments discussed herein under “Significant Trends Impacting the Business.” Assuming an increase to market rates of 1.0% as of November 30, 2022, we would incur an increase to our annual interest expense, net of the effect of our interest rate swaps, of approximately $9.6 million. Additional information regarding our risk management activities can be found in Notes 10, 11 and 12 to the accompanying condensed consolidated financial statements.
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 November 30, 2022. 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 November 30, 2022, 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 November 30, 2022, 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 in Part 1, Item 3. “Legal Proceedings” of our Form 10-K. Since the filing of our Form 10-K, there have been no material changes in our legal proceedings from those disclosed therein.
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 Form 10-K and in Part II, Item 1A. “Risk Factors” of our Form 10-Q for the period ended August 31, 2022 (our “Q2 Form 10-Q”). Since the filing of our Form 10-K, there have been no material changes in our risk factors from those disclosed therein except as set forth in our Q2 Form 10-Q.
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. 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 7 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 option or other share-based award holders are 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 (1)
Maximum Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (in thousands) (2)
September 1 through September 30, 2022
362
$
115.56
362
$
403,641
October 1 through October 31, 2022
7
100.50
7
403,640
November 1 through November 30, 2022
13
178.83
13
403,638
Total
382
$
117.44
382
(1)The number of shares includes shares of common stock acquired from associates 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 November 30, 2022, there were no common stock open market purchases.
(2)Reflects the remaining dollar value of shares that could be purchased under our current stock repurchase authorization through the expiration or termination of the plan. For additional information, see Note 7 to the accompanying condensed consolidated financial statements.
Financial statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended November 30, 2022, 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:
January 6, 2023
/s/ Julien R. Mininberg
Julien R. Mininberg
Chief Executive Officer, Director and Principal Executive Officer
Date:
January 6, 2023
/s/ Matthew J. Osberg
Matthew J. Osberg
Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer
