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Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

 

For the fiscal year ended February 28, 2011

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

 

Commission file number 001-14669

 

HELEN OF TROY LIMITED

(Exact name of the registrant as specified in its charter)

 

Bermuda

 

74-2692550

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

 

Clarenden House

Church Street

Hamilton, Bermuda

 

 

(Address of principal executive offices)

 

 

 

 

 

1 Helen of Troy Plaza

 

 

El Paso, Texas

 

79912

(Registrant’s United States Mailing Address )

 

(Zip Code)

 

Registrant’s telephone number, including area code: (915) 225-8000

 

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

 

Title of each class

 

Name of each exchange on which registered

Common Shares, $.10 par value per share

 

The NASDAQ Global Select Market

 

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

NONE

 

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.                    Yes ¨ No þ

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.                           Yes ¨ No þ

 

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 þ No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such

shorter period that the registrant was required to submit and post such files).                                                                                                Yes ¨ No ¨

 

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

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨

Accelerated filer þ

Non-accelerated filer ¨

Smaller reporting company ¨

 

 

(Do not check if a smaller reporting company)

 

 

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

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of August 31, 2010, based upon the closing price of the common shares as reported by The NASDAQ Global Select Market on such date, was approximately $638,203,000

 

As of May 9, 2011 there were 30,865,355 common shares, $.10 par value per share (“common stock”), outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Certain information required for Part III of this annual report will be set forth in and incorporated herein by reference into Part III of this report from the Company’s definitive Proxy Statement for the 2011 Annual General Meeting of Shareholders.

 



Table of Contents

 

TABLE OF CONTENTS

 

 

 

 

PAGE

 

 

 

 

 

PART I

Item 1.

Business

4

 

Item 1A.

Risk Factors

12

 

Item 1B.

Unresolved Staff Comments

23

 

Item 2.

Properties

24

 

Item 3.

Legal Proceedings

25

 

Item 4.

Removed and Reserved

26

 

 

 

 

 

 

 

 

PART II

Item 5.

Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

27

 

Item 6.

Selected Financial Data

30

 

Item 7.

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

32

 

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

53

 

Item 8.

Financial Statements and Supplementary Data

57

 

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

109

 

Item 9A.

Controls and Procedures

109

 

Item 9B.

Other Information

109

 

 

 

 

 

 

 

 

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

110

 

Item 11.

Executive Compensation

110

 

Item 12.

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

110

 

Item 13.

Certain Relationships and Related Transactions, and Director Independence

110

 

Item 14.

Principal Accountant Fees and Services

110

 

 

 

 

 

 

 

 

PART IV

Item 15.

Exhibits, Financial Statement Schedules

111

 

 

 

 

 

 

Signatures

114

 

 

 

 

 

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CERTAIN CONVENTIONS USED IN THIS REPORT

 

In this report and accompanying consolidated financial statements and notes thereto, unless the context suggests otherwise or otherwise indicated, references to “the Company”, “our Company”, “Helen of Troy”, “we” ,”us” or “our” refer to Helen of Troy Limited and its subsidiaries, and amounts are expressed in thousands of U.S. Dollars.  References to “Kaz” refer to the operations of Kaz, Inc. and its subsidiaries, which we acquired in a merger on December 31, 2010. Kaz is now a new segment within the Company referred to as the Healthcare / Home Environment segment.  References to “OXO” refer to the operations of OXO International and certain affiliated subsidiaries that comprise the Housewares segment of the Company’s business.  Product and service names mentioned in this report are used for identification purposes only and may be protected by trademarks, trade names, services marks and/or other intellectual property rights of the Company and/or other parties in the United States and/or other jurisdictions.  The absence of a specific attribution in connection with any such mark does not constitute a waiver of any such right.  All trademarks, trade names, service marks and logos referenced herein belong to their respective owners.  We refer to the Company’s 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 U.S. generally accepted accounting principles.  References to “ASC” refer to the codification of U.S. GAAP in the Accounting Standards Codification issued by the FASB .

 

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INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

 

Certain written and oral statements made by our Company and subsidiaries of our Company may constitute “forward-looking statements” as defined under the Private Securities Litigation Reform Act of 1995. This includes statements made in this report, in other filings with the Securities and Exchange Commission (“SEC”), in press releases, and in certain other oral and written presentations. Generally, the words “anticipates”, “believes”, “expects”, “plans”, “may”, “will”, “should”, “seeks”, “estimates”, “project”, “predict”, “potential”, “continue”, “intends” and other similar words identify forward-looking statements. All statements that address operating results, events or developments that we expect or anticipate will occur in the future, including statements related to sales, earnings per share results, and statements expressing general expectations about future operating results, are forward-looking statements and are based upon our current expectations and various assumptions. We believe there is a reasonable basis for our expectations and assumptions, but there can be no assurance that we will realize our expectations or that our assumptions will prove correct.  Forward-looking statements are subject to risks that could cause them to differ materially from actual results.  Accordingly, we caution readers not to place undue reliance on forward-looking statements.  We believe that these risks include but are not limited to the risks described in this report under Item 1A., “Risk Factors” and that are otherwise described from time to time in our SEC reports filed after this report.  As described later in this report, such risks, uncertainties and other important factors include, among others:

 

·                  the departure and recruitment of key personnel;

 

·                  our ability to deliver products to our customers in a timely manner and according to their fulfillment standards;

 

·                  our projections of product demand, sales and net income (including the Company’s guidance for Kaz’s net sales revenue and the expectation that the acquisition will be accretive) are highly subjective in nature and future sales and net income could vary in a material amount from such projections;

 

·                  expectations regarding the acquisition of Kaz, Inc., the Pert Plus and Sure brands and any other future acquisitions, including our ability to realize anticipated cost savings, synergies and other benefits along with our ability to effectively integrate acquired businesses;

 

·                  our relationship with key customers and licensors;

 

·                  the costs of complying with the business demands and requirements of large sophisticated customers;

 

·                  our dependence on foreign sources of supply and foreign manufacturing, and associated operational risks including but not limited to long lead times, consistent local labor availability and capacity, and timely availability of sufficient shipping carrier capacity;

 

·                  the impact of changing costs of raw materials and energy on cost of goods sold and certain operating expenses;

 

·                  circumstances which may contribute to future impairment of goodwill, intangible or other long-lived assets;

 

·                  the risks associated with the use of trademarks licensed from third parties;

 

·                  our dependence on the strength of retail economies and vulnerabilities to a prolonged economic downturn;

 

·                  our ability to develop and introduce a continuing stream of new products to meet changing consumer preferences;

 

·                  disruptions in U.S. and international credit markets;

 

·                  foreign currency exchange rate fluctuations;

 

·                  trade barriers, exchange controls, expropriations and other risks associated with foreign operations;

 

·                  our leverage and the constraints it may impose on our ability to manage our cash resources and operate our business;

 

·                  the costs, complexity and challenges of upgrading and managing our global information systems;

 

·                  the inability to liquidate auction rate securities;

 

·                  the risks associated with tax audits and related disputes with taxing authorities;

 

·                  the risks of potential changes in laws, including tax laws and the complexities of compliance with such laws; and

 

·                  our ability to continue to avoid classification as a controlled foreign corporation.

 

We undertake no obligation to publicly update or revise any forward-looking statements as a result of new information, future events, or otherwise.

 

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PART I

 

ITEM 1.  BUSINESS

 

GENERAL

 

We are a global designer, developer, importer and distributor of an expanding portfolio of brand-name consumer products.  We were incorporated as Helen of Troy Corporation in Texas in 1968 and reincorporated as Helen of Troy Limited in Bermuda in 1994.  We have three segments: Personal Care, Housewares and Healthcare / Home Environment.  Our Personal Care segment’s products include hair dryers, straighteners, curling irons, hairsetters, shavers, mirrors, hot air brushes, home hair clippers and trimmers, paraffin baths, massage cushions, footbaths, body massagers, brushes, combs, hair accessories, liquid and aerosol hair care and styling products, men’s fragrances, men’s and women’s antiperspirants and deodorants, liquid and bar soaps, shampoos, conditioners, hair treatments, foot powder, body powder and skin care products. Our Housewares segment reports the operations of the OXO family of brands whose products include kitchen tools, cutlery, bar and wine accessories, household cleaning tools, food storage containers, tea kettles, trash cans, storage and organization products, hand tools, gardening tools, kitchen mitts and trivets, barbeque tools, rechargeable lighting products, baby and toddler care products.   Our Healthcare / Home Environment segment reports the operations of Kaz, whose products include humidifiers, de-humidifiers, vaporizers, thermometers, air purifiers, fans, portable heaters, heating pads and electronic mosquito traps. All three segments sell their products primarily through mass merchandisers, drugstore chains, warehouse clubs, catalogs, grocery stores and specialty stores.  In addition, the Personal Care segment sells extensively through beauty supply retailers and wholesalers and the Healthcare / Home Environment segment sells certain of its product lines through medical distributors and other products through home improvement stores.  We purchase our products from unaffiliated manufacturers, most of which are located in China, Mexico and the United States.   During fiscal 2011, we completed the following acquisitions:

 

·                  On March 31, 2010, we completed the acquisition of certain assets and liabilities of the Pert Plus hair care and Sure antiperspirant and deodorant businesses from Innovative Brands, LLC for a net cash purchase price of $69.00 million, which we paid with cash on hand. Pert Plus enjoys a long history as a leading brand in the $2 billion U.S. shampoo category through its pioneering development of the 2-in-1 shampoo and conditioner combination technology. Sure is one of the leading brands in the $1.7 billion U.S. anti-perspirant and deodorant category, well known for its product efficacy and value to both women and men. We market Pert Plus and Sure products primarily into retail trade channels. In the second quarter of fiscal 2011, we substantially completed the integration of this acquisition into our operations.

 

·                  On December 31, 2010, we completed the merger of Kaz under the terms of an Agreement and Plan of Merger dated December 8, 2010, among us, Helen of Troy Texas Corporation, our wholly-owned subsidiary, KI Acquisition Corp., our indirect wholly-owned subsidiary, Kaz, and certain shareholders of Kaz.  Pursuant to the terms of the merger agreement, all of the shares of capital stock of Kaz were cancelled and converted into a total cash purchase price of $271.50 million, subject to certain future adjustments.  The acquisition was funded with $77.50 million of cash and $194.00 million in short- and long-term debt.  Based in Southborough, Massachusetts, Kaz is a world leader in providing a broad range of consumer products in two primary product categories consisting of healthcare and home environment.  Kaz sources, markets and distributes a number of well-recognized brands including: Vicks, Braun, Kaz, Smart-Temp, SoftHeat, Honeywell, Duracraft, Protec, Stinger and Nosquito.   For further information, see Notes (5), (6), (7), (8), (9), (18) and (19) to our consolidated financial statements.

 

We expect the acquisitions will help broaden the Company’s geographic footprint, increase our significance with common customers and vendors and expand our customer base worldwide.   In each of our segments, we strive to be the first to market with a broad line of competitively priced innovative products.  We believe this strategy is one of our most important growth drivers.  Our goal is to provide consumers with unique features, better functionality and higher performance at competitive price points.  We believe this strategy will allow us to sustain, and in many categories to strengthen, our market position in many of our product lines over the long term.  As we extend our product lines and enter new product categories, we intend to expand our business in our existing customer base and attract new customers.

 

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As part of our overarching objective to grow our business and increase shareholder value, we have established five core initiatives. These initiatives and their key elements are outlined below, along with our thoughts on how activities of the past fiscal year align with these initiatives:

 

·                  Maximize high growth potential branded products.  We seek to maximize high growth products by selectively investing in consumer marketing propositions that we believe offer the best opportunities to capture market share and increase growth.   With the acquisition of Kaz, we can now leverage the power of three additional global brands in an appliance based business that complements our existing appliance brands.  The Pert Plus and Sure acquisitions have helped to give us additional scale and become more meaningful to retailers in the grooming, skin care and hair care solutions product categories.  Ten brands accounted for approximately 72 percent of our consolidated annual net sales revenue for fiscal year 2011.  When a brand fails to achieve a desired market potential, we evaluate whether to continue to invest in brand maintenance, exit the brand and/or selectively replace it with revenue streams from similar, more effectively performing branded products.

 

·                  Accelerate our new product pipeline.  We strive to reduce the time required to develop and introduce new products to meet changing consumer preferences and take advantage of opportunities sooner.  A majority of our products are produced in China, where long production lead times are normal.  We continuously work with our manufacturers to simplify and shorten the length of our supply chain for new products.  The Kaz acquisition provides us the opportunity to leverage global sourcing economies of scale while sharing and standardizing best practices as we integrate Kaz into our Company.  We expect this can provide a number of operational efficiencies that can improve our time to market.

 

·                  Leverage innovation.  We constantly seek ways to foster our culture of innovation and new product development.  We intend to enhance and extend our existing product categories and develop new allied product categories to grow our business.  We believe new innovative products permit us to generate higher per unit sales prices and margins for us and the customers we serve, and increase the value of our brand base.  Examples of such new products are OXO’s fiscal 2011 debut of the OXO Tot line of approximately 70 baby and toddler care products, including the Sprout™ convertible high chair, which requires no tools to adjust.  In Personal Care, we were first to market with an extensive line of specialty thermal styling tools including the Pro Beauty Tools Hollywood Styler with its unique three heat zone technology, the Pro Beauty Tools Ceramic Speed Waver, and the Hot Tools Blue Ice Titanium Coil Spring Curling Iron.  With the addition of Kaz, we acquired such innovative products as the Vicks Germ Free Cool Mist line of humidifiers, the Braun Thermoscan Ear Thermometer, which is the only infrared ear thermometer with a pre-warmed tip and guidance system, and the Honeywell line of HEPAClean Air Purifiers.

 

·                  Broaden our growth opportunities.  We plan to continue to seek opportunities to acquire brands and product categories through development and acquisitions.  When brand acquisition is not possible, we look for licensed brands that have developed substantial brand equity in product categories that will create synergies with our existing products.  The addition of the Vicks, Braun and Honeywell brand platforms have diversified the Company’s sales base and have opened up certain adjacent product opportunities currently under review and development.

 

·                  Reduce cost and increase productivity.  We seek to control our expenses and strengthen operating margins by eliminating unnecessary spending, co-innovating with our manufacturers to eliminate costs, leveraging technology, and making productivity a key focus throughout our Company.  We believe Kaz will provide opportunities to realize synergies as we integrate Kaz’s IT, sourcing and foreign operations into those of the Company.  The end result should be greater negotiating scale and lower costs of operation across our enterprise.

 

We present financial information by operating segment in Note (19) of our consolidated financial statements. The matters discussed in this Item 1., “Business,” pertain to all existing operating segments, unless otherwise specified.

 

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TRADEMARKS, PATENTS AND PRODUCTS

 

We sell certain of our products under trademarks licensed from third parties.  We also market products under a number of trademarks that we own.  The following are a representative, but not all inclusive, listing of the some of the more important trademarks by segment and major product category:

 

SEGMENT

PRODUCT CATEGORY

OWNED TRADEMARKS

LICENSED TRADEMARKS

 

Personal Care

Retail and Professional Appliances and Accessories

 

Pro Beauty Tools®, Karina®, Hot Tools®, Gold ‘N Hot®, Carel®, Comare®, Shear Technology®, DCNL®

 

Revlon ® (1), Vidal Sassoon®, Dr. Scholls®, Scholl®, Toni&Guy®, Bed Head®, Health o Meter®, Veet®

 

Grooming, Skin Care and Hair Care Solutions

 

Brut®, Infusium 23®, Pert Plus®, Sure®, Ammens®, Ogilvie®, Final Net®

 

Sea Breeze®

Housewares

 

OXO®, Good Grips®, SoftWorks®, OXO SteeL®, OXO tot®

 

-

Healthcare / Home Environment

Healthcare

Softheat®, Protec®, Smart Temp®

Braun®, Vicks®

Home Environment

Duracraft®, Stinger®, Nosquito®

Honeywell®

 

(1)       The remaining duration of the agreements, including renewal terms, is approximately 52 years.

 

Licensed Trademarks

 

The Personal Care and Healthcare / Home Environment segments depend upon the continued use of trademarks licensed under various agreements for a substantial portion of their net sales revenue.  New product introductions under licensed trademarks require approval from the respective licensors. The licensors must also approve the product packaging. Many of our license agreements require us to pay minimum royalties, meet minimum sales volumes, and make minimum levels of advertising expenditures.  If we decide to renew upon expiration of their current terms, we may be required to pay prescribed renewal fees for certain agreements at the time of that election.

 

We believe our principal trademarks, both owned and licensed, have high levels of brand name recognition among retailers and consumers throughout the world. In addition, we believe our brands have an established reputation for quality, reliability and value.

 

Patents

 

Helen of Troy has filed or obtained licenses for over 600 design and utility patents in the United States and several foreign countries.  We believe the loss of the protection afforded by any one of these patents would not have a material adverse effect on our business as a whole.  We also protect certain details about our processes, products and strategies as trade secrets, keeping confidential the information that we believe provides us with a competitive advantage.

 

We monitor and protect our brands against infringement, as we deem appropriate; however, our ability to enforce patents, copyrights, licenses, and other intellectual property is subject to general litigation risks, as well as uncertainty as to the enforceability of various intellectual property rights in various jurisdictions.

 

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Products

 

We market and sell Personal Care products, Housewares products, Healthcare products and Home Environment products that we acquire, design and/or develop. The following table lists the primary products we sell and some of the more significant brand names that appear on those products.

 

PRODUCT CATEGORY

PRODUCTS

REPRESENTATIVE BRAND NAMES

Appliances and Accessories

Hand-held dryers

Revlon®, Vidal Sassoon®, Toni&Guy®, Hot Tools®, Gold ‘N Hot®, Pro Beauty Tools®, Bed Head®

Curling irons, straightening irons, hot air brushes and brush irons

Revlon®, Vidal Sassoon®, Toni&Guy®, Hot Tools®, Gold ‘N Hot®, Pro Beauty Tools®, Bed Head®

Hairsetters

Revlon®, Vidal Sassoon®, Hot Tools®

Paraffin baths, facial brushes, facial saunas and other skin care appliances

Revlon®, Dr. Scholl’s®

Manicure/pedicure systems

Revlon®, Dr. Scholl’s®, Scholl®

Foot baths

Dr. Scholl’s®, Scholl®

Foot, hydro, cushion, body and personal massagers and memory foam products

Dr. Scholl’s®, Scholl®, Health o meter®

Hair clippers and trimmers, exfoliators, epilators and shavers

Revlon®,Vidal Sassoon®, Toni&Guy®, Hot Tools®, Veet®

Hard and soft-bonnet hair dryers

Carel®, Gold ‘N Hot®

Hair styling implements, brushes, combs, hand-held mirrors, lighted mirrors, utility implements and decorative hair accessories

Revlon®, Vidal Sassoon®, Hot Tools®, Karina®, Gold ‘N Hot®, Comare®, Shear Technology®, Bed Head®, DCNL®

Grooming, Skin Care and Hair Care Solutions

Liquid hair styling products, treatments, conditioners and shampoos

Infusium 23®, Pert Plus®, Ogilvie®, Ammens®, Final Net®

Liquid and/or medicated skin care products

Sea Breeze®, Ammens®

Fragrances, deodorants and antiperspirants

Brut®, Sure®, Ammens®

Housewares

Kitchen tools, cutlery, food storage containers, bar and wine accessories, kitchen mitts and trivets, and barbeque tools

OXO®, Good Grips®, OXO SteeL®, SoftWorks®,

Tea kettles

OXO®, Good Grips®, SoftWorks®

Household cleaning tools and trash cans

OXO®, OXO SteeL®, Good Grips®, SoftWorks®

Storage and organization products

OXO®, OXO SteeL®, Good Grips®, SoftWorks®

Hand and garden tools

OXO®, Good Grips®, SoftWorks®

Baby and toddler care products

OXO tot®

Healthcare

Thermometers and blood pressure monitors

Vicks®, Braun®

Humidifiers

Vicks®, Protec®

Heating pads and hot/cold wraps

Softheat®, Smart Temp®

Home Environment

Air purifiers

Honeywell®

Heaters and fans

Honeywell®, Duracraft®

Humidifiers and dehumidifiers

Honeywell®, Duracraft®

Bug zappers, bug lures and bulbs

Stinger®, Nosquito®

 

We continue to develop new products, respond to market innovations and enhance existing products with the objective of improving our position in the Personal care, Housewares, Healthcare and Home Environment markets. Overall, in fiscal 2011, we introduced 443 new products across all of our categories compared to 362 and 415 new products introduced in fiscal 2010 and 2009, respectively.  Currently, 373 additional new products are in our product development pipeline for expected introduction in fiscal 2012.

 

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SALES AND MARKETING

 

We now market our products in approximately 91 countries throughout the world.  Sales within the United States comprised 80, 79 and 76 percent of total net sales revenue in fiscal 2011, 2010 and 2009, respectively.  We sell our products through mass merchandisers, drugstore chains, warehouse clubs, home improvement stores, catalogs, grocery stores, specialty stores, beauty supply retailers, e-commerce retailers, wholesalers and various types of distributors, as well as directly online to end user consumers. We collaborate extensively with our retail customers and in many instances produce specific versions of our product lines with exclusive designs and packaging for their stores, which are appropriately priced for their respective customer bases.

 

We market products principally through the use of outside sales representatives and our own internal sales staff, supported by our internal marketing, category management, engineering, creative services and customer service staff.  These groups work closely together to develop pricing and distribution strategies, to design packaging, and to help develop product line extensions and new products.

 

Regional sales and business unit managers work with our inside and outside sales representatives.  Our sales managers are organized by product group and geographic area and, in some cases, key customers.  Our regional managers are responsible for customer relations management, pricing and discount programs, distribution strategies and sales generation.

 

The companies from whom we license many of our brand names promote those names extensively. The Honeywell, Braun, Vicks, Revlon, Vidal Sassoon, Dr. Scholl’s, Scholl, Bed Head, Veet and Toni&Guy trademarks are widely recognized because of advertising and the sale of a variety of products. We believe we benefit from the name recognition associated with a number of our licensed trademarks and seek to further improve the name recognition and perceived quality of all trademarks under which we sell products through our own advertising and product development efforts. We also promote our products through television advertising and through print media, including consumer and trade magazines, extensive in-store and customer cooperative advertising, the internet and various industry trade shows.

 

MANUFACTURING AND DISTRIBUTION

 

We contract with unaffiliated manufacturers in the Far East, primarily in China, to manufacture a significant portion of our products in the Personal Care appliance and accessories, Housewares, Healthcare and Home Environment product categories.  Most of our grooming, skin care and hair care solutions are manufactured in North America.  A substantial portion of our thermometer production is sourced in the United States and Mexico.  A substantial portion of our vaporizer and humidifier production is also sourced in Mexico.  For a discussion regarding our dependency on third party manufacturers, see Item 1A., “Risk Factors.”  For fiscal 2011, 2010 and 2009, cost of goods sold manufactured by vendors in the Far East comprised approximately 80, 85 and 88 percent, respectively, of total consolidated cost of goods sold.  Our mix between Far East, European, Latin American and domestic manufacturing continued to change in fiscal 2011 and 2010 as healthcare, home environment, grooming, skin care and hair care solutions became a larger part of our business.

 

Many of our key Far East manufacturers have been doing business with us over 30 years.  In some instances, we are now working with the second generation of entrepreneurs from the same families.  We believe these relationships give us a stable and sustainable advantage over many of our competitors.

 

Manufacturers who produce our products use formulas, molds, and certain other tooling, some of which we own, in manufacturing those products.  We employ numerous technical and quality control personnel responsible for ensuring high product quality.  Most of our products manufactured outside the countries in which they are sold are subject to import duties, which increase the amount we pay to obtain such products.

 

Our customers seek to minimize their inventory levels and often demand that we fulfill their orders within relatively short time frames. Consequently, our policy is to maintain several months of supply of inventory in order to

 

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meet our customers’ needs. Accordingly, we order products substantially in advance of the anticipated time of their sale to our customers. While we do not have any long-term formal arrangements with our suppliers, in most instances, we place purchase orders for products several months in advance of receipt of orders from our customers.  Our relationships and arrangements with most of our manufacturers allow for some flexibility in modifying the quantity, composition and delivery dates of orders.  Most purchase orders are in U.S. Dollars.  Because of our long lead times, from time to time, we must discount end of model product or sell it through closeout sales channels to eliminate excess inventories.

 

In total, we occupy approximately 2,582,000 square feet of distribution space in various locations to support our operations, which includes a 1,200,000 square foot distribution center in Southaven, Mississippi, and a 415,000 square foot distribution center in Memphis, Tennessee, used to support a significant portion of our domestic distribution.  Approximately 72 percent of our consolidated gross sales volume shipped from these two facilities in fiscal 2011.  For a further discussion of the risks associated with our distribution capabilities, see Item 1A., “Risk Factors.”   Products that are manufactured in the Far East and sold in North America are shipped to the West Coast of the United States and Canada. The products are then shipped by truck or rail service to distribution centers in El Paso, Texas; Southaven, Mississippi; Memphis, Tennessee; and Toronto, Canada, or directly to customers. We ship substantially all products to North American customers from these distribution centers by ground transportation services. Products sold outside the United States and Canada are shipped from manufacturers, primarily in the Far East, to distribution centers in Canada, the Netherlands, Belgium, the United Kingdom, Mexico, Peru, Venezuela, or directly to customers. We then ship products stored at these international distribution centers to distributors or retailers.

 

CUSTOMERS

 

Sales to Wal-Mart Stores, Inc. (including its affiliates) accounted for approximately 17, 18 and 17 percent of our net sales revenue in fiscal 2011, 2010 and 2009, respectively.   Sales to our second largest customer, Target Corporation, all within the United States, accounted for approximately 10, 9 and 9 percent of our net sales revenue in fiscal 2011, 2010 and 2009, respectively.  Sales to our third largest customer, Bed Bath and Beyond, Inc., all within the United States and Canada, accounted for approximately 8, 10 and 8 percent of our net sales revenue in fiscal 2011, 2010 and 2009, respectively.  No other customers accounted for ten percent or more of net sales revenue during those fiscal years.  Sales to our top five customers accounted for approximately 44, 46 and 43 percent in fiscal 2011, 2010 and 2009, respectively.

 

ORDER BACKLOG

 

When placing orders, our retail and wholesale customers usually request that we ship the related products within a short time frame.  As such, there usually is no significant backlog of orders in any of our distribution channels.

 

COMPETITIVE CONDITIONS

 

The markets in which we sell our products are very competitive and mature.  The rapid growth of large mass merchandisers, together with changes in consumer shopping patterns, have contributed to a significant consolidation of the consumer products retail industry and the formation of dominant multi-category retailers with strong negotiating power.  Current trends among retailers include fostering high levels of competition among suppliers, the requirement to maintain or reduce prices and deliver products under shorter lead times.  Additionally, certain retailers source and sell products under their own private label brands that compete with our Company’s products.  We believe that we have certain key competitive advantages, such as well recognized brands, engineering expertise and innovation, sourcing and supply chain know-how, and productive co-development relationships with our Far East manufacturers, some of which have been built over 30 years or more of working together. We believe these advantages allow us to bring our retailers a value proposition in our products that can significantly out-perform private label products.  Maintaining and gaining market share depends heavily on product development and enhancement, pricing, quality, performance, packaging and availability, brand name recognition, patents, and marketing and distribution approaches.

 

In the Personal Care segment, our primary competitors include Conair Corporation, Farouk Systems, Inc. (CHI), T3 Micro, Inc., International Consulting Associates, Inc. (InfraShine), FHI Heat, Inc., Jamella Limited (GHD), The Cricket Company LLC, Turbo Ion, Inc. (Croc Hair Products), Spectrum Brands, Inc., Goody Products, Inc., a division of Newell Rubbermaid, Inc., Homedics-U.S.A, Inc., KAO Brands Company, The Procter & Gamble Company, L′Oréal

 

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Group, Unilever N.V., the Alberto-Culver Company, Colgate-Palmolive Company, Beirsdorf AG and Coty Inc.  In the Housewares segment, the competition is highly fragmented.  Our primary competitors in that segment include Lifetime Brands, Inc. (KitchenAid), Zyliss AG, Wilton Industries, Inc. (Copco), Simplehuman LLC,  Casabella Holdings LLC,  Interdesign, Inc., Boon Inc., Munchkin, Inc., Skip Hop, Inc. and Stokke AS.  In the Healthcare / Home Environment segment, our primary competitors are: Phillips Electronics N.V., Microlife AG Swiss Corporation, Omron Corporation, Medisana AG, Beurer GmbH, Exergen Corporation, Paul Hartmann AG, Visiomed Group SA (Thermoflash), Panasonic Corporation, Sharp Corporation, Jarden Corporation (Sunbeam, Bionair and Holmes), Lasko Products, Inc. and De’Longhi S.p.A.  Some of these competitors have significantly greater financial and other resources than we do.

 

SEASONALITY

 

Our business is somewhat seasonal. Net sales revenue in the third fiscal quarter accounted for approximately 26, 29 and 30 percent of fiscal 2011, 2010 and 2009 net sales revenue, respectively. Our lowest net sales revenue usually occurs in our first fiscal quarter, which accounted for approximately 21, 22 and 23 percent of fiscal 2011, 2010 and 2009 net sales revenue, respectively.  Sales comparisons for fiscal 2011 versus prior years are somewhat affected by the inclusion of two months net sales revenue from our new Healthcare / Home Environment segment in the fourth fiscal quarter.  We expect that the seasonality of our net sales revenue in the Healthcare / Home Environment segment will be consistent with the Company’s overall historical trend.   Because of the impact of the seasonality of our net sales revenues, our working capital needs fluctuate during the year.

 

GOVERNMENTAL REGULATION AND ENVIRONMENTAL MATTERS

 

Our operations are subject to national, state, local and provincial jurisdictions’ environmental and health and safety laws and regulations.  These laws and regulations impose workplace standards and regulate the discharge of pollutants into the environment.  In addition, they establish various standards for the handling, generation, emission, release, discharge, treatment, storage and disposal of materials and substances including solid and hazardous wastes.

 

Many of the products we sell are subject to a number of 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 and labeling requirements.

 

We believe that we are in material compliance with these laws and regulations. Further, the cost of maintaining compliance has not had a material adverse effect on our business, consolidated results of operations and consolidated financial condition, nor do we expect it to do so in the foreseeable future.  Due to the nature of our operations and the frequently changing nature of environmental compliance standards and technology, we cannot predict with any certainty that future material capital or operating expenditures will not be required in order to comply with all applicable environmental laws and regulations.

 

EMPLOYEES

 

As of fiscal year end 2011, we employed 1,317 full-time employees world-wide, of which 286 are marketing and sales employees, 271 are distribution employees, 69 are engineering and development employees, and 691 are administrative personnel. We also use temporary, part time and seasonal employees as needed.  None of the Company’s employees are covered by a collective bargaining agreement.  We have never experienced a work stoppage and we believe that we have satisfactory working relations with our employees.

 

GEOGRAPHIC INFORMATION

 

Note (19) to our consolidated financial statements contains geographic information concerning our net sales revenue and long-lived assets.

 

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AVAILABLE INFORMATION

 

We maintain our main Internet site at the following address: http://www.hotus.com. The information contained on this website is not included as a part of, or incorporated by reference into, this report.  We make available on or through our main website’s Investor Relations page under the heading “SEC Filings” certain reports and amendments to those reports that we file with, or furnish to the SEC in accordance with the Securities Exchange Act of 1934, as amended (the “ Exchange Act”). These include our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K, our proxy statements on Schedule 14A, amendments to these reports, and the reports required under Section 16 of the Exchange Act of transactions in Company shares by directors and officers.  We make this information available on our website free of charge as soon as reasonably practicable after we electronically file the information with, or furnish it to, the SEC.  Also, on the Investor Relations page, under the heading “Corporate Governance,” are the Company’s Code of Ethics, Corporate Governance Guidelines and the Charters of the Committees of the Board of Directors.

 

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ITEM 1A.  RISK FACTORS

 

The ownership of our common stock involves a number of risks and uncertainties.  When evaluating us and our business before making a decision regarding investment in our securities, potential investors should carefully consider the risk factors and uncertainties described below, together with other information contained in this report.  If any of the events or circumstances described below or elsewhere in this report actually occur, they could adversely effect our business and operating results.  The risks listed below are not the only risks that we face.  Additional risks that are presently unknown to us or that we currently think are not significant may also impact our business operations.

 

We rely on our chief executive officer and a small number of other key senior managers to operate our business. The loss of any of these individuals could have a material adverse effect on our business.

 

The loss of our chief executive officer or any of our senior managers could have a material adverse effect on our business, financial condition and results of operations, particularly if we are unable to hire or relocate and integrate suitable replacements on a timely basis or at all.  Further, in order to continue to grow our business, we will need to expand our senior management team.  We may be unable to attract or retain these persons.  This could hinder our ability to grow our business and could disrupt our operations or otherwise have a material adverse effect on our business.

 

Our ability to deliver products to our customers in a timely manner and to satisfy our customers’ fulfillment standards are subject to several factors, some of which are beyond our control.

 

Retailers place great emphasis on timely delivery of our products for specific selling seasons, especially during our third fiscal quarter, and on the fulfillment of consumer demand throughout the year. We cannot control all of the various factors that might affect product delivery to retailers. Vendor production delays, difficulties encountered in shipping from overseas, customs clearance delays, and operational issues with any of the third-party logistics providers we use in certain countries are on-going risks of our business. We also rely upon third-party carriers for our product shipments from our distribution centers to customers, and we rely on the shipping arrangements our suppliers have made in the case of products shipped directly to retailers from the suppliers. Accordingly, we are subject to risks, including labor disputes, inclement weather, natural disasters, possible acts of terrorism, availability of shipping containers, and increased security restrictions associated with such carriers’ ability to provide delivery services to meet our shipping needs.  Failure to deliver products to our retailers in a timely and effective manner, often under special vendor requirements to use specific carriers and delivery schedules, could damage our reputation and brands and result in loss of customers or reduced orders.

 

To make our distribution operations more efficient, we have consolidated many of our U.S. distribution, receiving and storage functions into our Southaven, Mississippi and Memphis, Tennessee distribution facilities.  Approximately 72 percent of our consolidated gross sales volume shipped from these two facilities in fiscal 2011.  For this reason, any disruption in our distribution process in either of these facilities, even for a few days, could adversely effect our business and operating results.

 

Additionally, our U.S. distribution operations have reached a level where we may incur capacity constraints during peak shipping periods, should we continue to grow our sales revenue through either organic growth or  acquisitions.  These and other factors described above could cause delays in the delivery of our products and increases in shipping and storage costs that could have a material and adverse effect on our business and operating results.

 

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Our projections of product demand, sales and net income (including the Company’s guidance for Kaz’s net sales revenue and the expectation that the acquisition will be accretive) are highly subjective in nature and our future sales and net income could vary in a material amount from our projections.

 

Most of our major customers purchase our products electronically through electronic data interchange and expect prompt delivery of products from our existing inventories to the customers’ retail stores or distribution centers.  This method of ordering products allows our customers to respond quickly to changes in demands of their retail customers.  From time to time, we may provide projections to our shareholders, lenders, investment community, and other stakeholders of our future sales and net income.  Since we do not require long-term purchase commitments from our major customers and the customer order and ship process is very short, it is difficult for us to accurately predict the demand for many of our products, or the amount and timing of our future sales and related net income.  Our projections are based on management’s best estimate of sales using historical sales data and other information deemed relevant.  These projections are highly subjective since sales to our customers can fluctuate substantially based on the demands of their retail customers and due to other risks described in this report. Additionally, changes in retailer inventory management strategies could make our inventory management more difficult. Because our ability to forecast product demand and the timing of related sales includes significant subjective input, there is a risk that our future sales and net income could vary materially from our projections.

 

Expectations regarding the acquisition of Kaz, the Pert Plus and Sure brands and any other future acquisitions, including our ability to realize anticipated cost savings, synergies and other benefits along with our ability to effectively integrate acquired businesses, may adversely affect the price of our common stock.

 

We completed our acquisition of Kaz on December 31, 2010.  Additionally, on March 31, 2010 we acquired certain assets and liabilities of the Pert Plus and Sure businesses from Innovative Brands, LLC.  These represent significant acquisitions for the Company.  In addition, we continue to look for opportunities to make complementary strategic business and/or brand acquisitions.  Recent and future acquisitions, if not favorably received by consumers, shareholders, analysts, and others in the investment community, could have a material adverse effect on the price of our common stock.  In addition, any acquisition involves numerous risks, including:

 

·                  difficulties in the assimilation of the operations, technologies, products and personnel associated with the acquisitions;

 

·                  difficulties in integrating distribution channels;

 

·                  diversion of management’s attention from other business concerns;

 

·                  difficulties in transitioning and preserving customer, contractor, supplier and other important third party relationships;

 

·                  difficulties realizing anticipated cost savings, synergies and other benefits related to an acquisition;

 

·                  risks associated with subsequent operating asset write-offs, contingent liabilities, and impairment of related acquired intangible assets;

 

·                  risks of entering markets in which we have no or limited experience; and

 

·                  potential loss of key employees associated with the acquisitions.

 

Any difficulties encountered with acquisitions could have a material adverse effect on our business, financial condition and operating results.

 

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Our results of operations are dependent on sales to several large customers and the loss of, or substantial decline in, sales to a top customer could have a material adverse effect on our revenues and profitability.

 

A few customers account for a substantial percentage of our net sales revenue.  Our financial condition and results of operations could suffer if we lost all or a portion of the sales to these customers.  In particular, sales to our first and second largest customers accounted for approximately 17 and 10 percent, respectively, of our consolidated net sales revenue in fiscal 2011.  While only two customers accounted for 10 percent or more of our net sales revenue in fiscal 2011, sales to our top five customers accounted for approximately 44 percent of fiscal 2011 net sales revenue.  We expect that a small group of customers will continue to account for a significant portion of our net sales revenue.  Although we have long-standing relationships with our major customers, we generally do not have written agreements that require these customers to buy from us or to purchase a minimum amount of our products.  A substantial decrease in sales to any of our major customers could have a material adverse effect on our financial condition and results of operations.

 

With the growing trend towards retail trade consolidation, we are increasingly dependent upon key customers whose bargaining strength is substantial and growing. We may be negatively affected by changes in the policies of our customers, such as on-hand inventory reductions, limitations on access to shelf space, use of private label brands, price demands and other conditions, which could negatively impact our financial condition and results of operations.

 

A significant deterioration in the financial condition of our major customers could have a material adverse effect on our sales and profitability. We regularly monitor and evaluate the credit status of our customers and attempt to adjust sales terms as appropriate.  Despite these efforts, a bankruptcy filing by a key customer could have a material adverse effect on our business, financial condition and results of operations.  For further information regarding the impact of such issues with a significant customer that ceased operations in fiscal 2009, see Note (2) to our consolidated financial statements.

 

Large sophisticated customers may take actions that adversely affect our gross profit and results of operations.

 

In recent years, we have observed a consumer trend away from traditional grocery and drugstore channels and toward mass merchandisers, which include super centers and club stores.  This trend has resulted in the increased size and influence of these mass merchandisers. Additionally, these mass merchandisers source and sell products under their own private label brands that compete with our products.  As mass merchandisers grow larger and become more sophisticated, they may demand lower pricing, special packaging, shorter lead times for the delivery of products, or impose other requirements on product suppliers.  These business demands may relate to inventory practices, logistics, or other aspects of the customer-supplier relationship.  If we do not effectively respond to the demands of these mass merchandisers, they could decrease their purchases from us.  A reduction in the demand for our products by these mass merchandisers and the costs of complying with customer business demands could have a material adverse effect on our business, financial condition and operating results.

 

We are dependent on third party manufacturers, most of which are located in the Far East, and any inability to obtain products from such manufacturers could have a material adverse effect on our business, financial condition and results of operations.

 

All of our products are manufactured by unaffiliated companies, most of which are in the Far East, principally in China.  This exposes us to risks associated with doing business globally, including: changing international political relations; labor availability and cost; changes in laws, including tax laws, regulations and treaties; changes in labor laws, regulations, and policies; changes in customs duties and other trade barriers; changes in shipping costs; currency exchange fluctuations; local political unrest; an extended and complex transportation cycle; the impact of changing economic conditions; and the availability and cost of raw materials and merchandise.  The political, legal and cultural environment in the Far East is rapidly evolving, and any change that impairs our ability to obtain products from manufacturers in that region, or to obtain products at marketable rates, could have a material adverse effect on our business, financial condition and results of operations.

 

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With most of our manufacturers located in the Far East, our production lead times are relatively long. Therefore, we must commit to production in advance of customer orders. If we fail to forecast customer or consumer demand accurately, we may encounter difficulties in filling customer orders on a timely basis or in liquidating excess inventories. We may also find that customers are canceling orders or returning products.  The recent events in Japan, as a result of its earthquake, could have far reaching consequences on all global supply chains and the availability of parts used in some of our products.  Any of these results could have a material adverse effect on our business, financial condition and results of operations.

 

Historically, labor in China has been readily available at relatively low cost as compared to labor costs in North America, Europe and other countries.  China has experienced rapid social, political and economic change in recent years. There is no assurance labor will continue to be available in China at costs consistent with historical levels or that changes in labor or other laws will not be enacted which would have a material adverse effect on product costs in China.  Many of our suppliers continue to experience labor shortages in China, which could result in future supply delays and disruptions and drive a substantial increase in labor costs.  Similarly, evolving government labor regulations and associated compliance standards could cause our product costs to rise or could cause manufacturing partners we rely on to exit the business.  This could have an adverse impact on product availability and quality.  The Chinese economy has experienced rapid expansion and highly fluctuating rates of inflation.  Higher general inflation rates will require manufacturers to continue to seek increased product prices.  During fiscal 2011 and 2009, the Chinese Renminbi appreciated against the U.S. Dollar approximately 4 percent each period.  During fiscal 2010, the Chinese Renminbi remained relatively stable against the U.S. Dollar.  To the extent the Chinese Renminbi appreciates with respect to the U.S. Dollar in the future, the Company may experience cost increases on such purchases, and this could adversely impact profitability. China has suggested that it may change its currency intervention strategy with respect to the U.S. Dollar, which could result in an appreciation move and increase our product costs over time.  The Company may not be successful at implementing customer pricing or other actions in an effort to mitigate the related effects of the product cost increases.  Although China currently enjoys “most favored nation” trading status with the U.S., the U.S. government has in the past proposed to revoke such status and to impose higher tariffs on products imported from China. There is no assurance that our business will not be affected by any of the aforementioned risks, each of which could have a material adverse effect on our business, financial condition and results of operations.

 

High costs of raw materials and energy may result in increased cost of goods sold and certain operating expenses and adversely affect our results of operations and cash flow.

 

Significant variations in the costs and availability of raw materials and energy may negatively affect our results of operations.  Our suppliers purchase significant amounts of metals and plastics to manufacture our products. In addition, they also purchase significant amounts of electricity to supply the energy required in their production processes.  Changes in the cost of fuel as a result of Middle East tensions and related political instabilities could drive up fuel prices resulting in higher transportation prices in fiscal 2012.  The cost of these raw materials and energy, in the aggregate, represents a significant portion of our cost of goods sold and certain operating expenses.  Our results of operations could be adversely affected by future increases in these costs.  We have had some success in implementing price increases to our customers or passing on product cost increases by moving customers to newer product models with enhancements that justify higher prices and we intend to continue these efforts.  We can make no assurances that these efforts will be successful in the future or will materially offset the cost increases we may incur.

 

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If our goodwill, indefinite-lived intangible assets or other long-term assets become impaired, we will be required to record additional impairment charges, which may be significant.

 

A significant portion of our long-term assets continues to consist of goodwill and other indefinite-lived intangible assets recorded as a result of past acquisitions.  We do not amortize goodwill and indefinite-lived intangible assets, but rather review them for impairment on an annual basis or more frequently whenever events or changes in circumstances indicate that their carrying value may not be recoverable.   We consider whether circumstances or conditions exist which suggest that the carrying value of our goodwill and other long-lived assets might be impaired. If such circumstances or conditions exist, further steps are required in order to determine whether the carrying value of each of the individual assets exceeds its fair market value. If analysis indicates that an individual asset’s carrying value does exceed its fair market value, the next step is to record a loss equal to the excess of the individual asset’s carrying value over its fair value. The steps required by U.S. generally accepted accounting principles (“GAAP”) entail significant amounts of judgment and subjectivity.

 

We complete our analysis of the carrying value of our goodwill and other intangible assets during the first quarter of each fiscal year, or more frequently, whenever events or changes in circumstances indicate their carrying value may not be recoverable.  Events and changes in circumstances that may indicate there is impairment and which may indicate interim impairment testing is necessary include, but are not limited to, strategic decisions to exit a business or dispose of an asset made in response to changes in economic, political and competitive conditions, the impact of the economic environment on our customer base and on broad market conditions that drive valuation considerations by market participants, our internal expectations with regard to future revenue growth and the assumptions we make when performing our impairment reviews, a significant decrease in the market price of our assets, a significant adverse change in the extent or manner in which our assets are used, a significant adverse change in legal factors or the business climate that could affect our assets, an accumulation of costs significantly in excess of the amount originally expected for the acquisition of an asset, and significant changes in the cash flows associated with an asset.  We analyze these assets at the individual asset, reporting unit and company levels. As a result of such circumstances, we may be required to record a significant charge to net income in our financial statements during the period in which any impairment of our goodwill, indefinite-lived intangible assets or other long-term assets is determined.  Any such impairment charges could have a material adverse effect on our business, financial condition and operating results.

 

We rely on licensed trademarks, the loss of which could have a material adverse effect on our revenues and profitability.

 

We are dependent on our various licensed trademarks as a substantial portion of our sales revenue comes from selling products under licensed trademarks. As a result, we are materially dependent upon the continued use of these trademarks, including the Revlon, Vicks, Braun, Honeywell and Vidal Sassoon trademarks. It is possible that certain actions taken by the Company, its licensors or other third parties might diminish greatly the value of any of our licensed trademarks. Additionally, some of our licensors have the ability to terminate their license agreements with us at their option subject to each parties’ right to continue the license for a limited period of time following notice of termination.  If we were unable to sell products under these licensed trademarks, one or more of our license agreements are terminated or the value of the trademarks were diminished by the Company or licensor due to any inability to perform under the terms of the agreements or other reasons, or due to the actions of third parties, the effect on our business, financial condition and results of operations could be both negative and material.

 

We are subject to risks related to our dependence on the strength of retail economies and may be vulnerable in the event of a prolonged economic downturn.

 

Our business depends on the strength of the retail economies in various parts of the world, primarily in North America and to a lesser extent Europe, Asia and Latin America. These retail economies are affected primarily by factors such as consumer demand and the condition of the retail industry, which, in turn, are affected by general economic conditions and specific events such as natural disasters, terrorist attacks and political unrest.  Consumer spending in any geographic region is generally affected by a number of factors, including local economic conditions, government actions, inflation, interest rates, energy costs, gasoline prices and consumer confidence generally, all of which are beyond our

 

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control.  Consumer purchases of discretionary items tend to decline during recessionary periods, when disposable income is lower, and may impact sales of our products. As a result of a prolonged recovery from the global recession, many consumers have less money for discretionary purchases as a result of job losses, foreclosures, bankruptcies, reduced access to credit, and sharply falling asset prices, among other things.  A prolonged recovery from the  recession in the United States, United Kingdom, Canada, Mexico or any of the other countries in which we conduct significant business may continue to cause significant readjustments in both the volume and mix of our product sales, which could materially and adversely affect the Company’s business, financial condition and results of operations.

 

The impact of these external factors and the extent to which they may continue is difficult to predict, and one or more of the factors could adversely impact our business. In recent years, the retail industry in the U.S. and, increasingly elsewhere, has been characterized by intense competition among retailers. Because such competition, particularly in weak retail economies, can cause retailers to struggle or fail, we must continuously monitor, and adapt to changes in, the profitability, creditworthiness and pricing policies of our customers.  Recently, we have seen modest improvement in retail economies, however the overall system appears to still be somewhat unstable.  A weakening of retail economies, as we experienced during fiscal 2009 and 2010, could continue to have a material adverse effect on our business, financial condition and results of operations.

 

To compete successfully, we must develop and introduce a continuing stream of innovative new products to meet changing consumer preferences.

 

Our long-term success in the competitive retail environment depends on our ability to develop and commercialize a continuing stream of innovative new products that meet changing consumer preferences and take advantage of opportunities sooner than our competition. We face the risk that our competitors will introduce innovative new products that compete with our products. Our core initiatives include fostering our culture of innovation and new product development, enhancing and extending our existing product categories and developing new allied product categories.  There are numerous uncertainties inherent in successfully developing and commercializing new products on a continuing basis and new product launches may not deliver expected growth in sales or operating income.   If we are unable to develop and introduce a continuing stream of new products, it may have an adverse effect on our business, financial condition and results of operations.

 

Disruptions in U.S. and international credit markets may adversely affect our business, financial condition and results of operations.

 

Disruptions in national and international credit markets could result in limitations on credit availability, tighter lending standards, higher interest rates on consumer and business loans, and higher fees associated with obtaining and maintaining credit availability.  Disruptions may also materially limit consumer credit availability and restrict credit availability to our customer base and the Company.  In addition, in the event of disruptions in the financial markets, current or future lenders may become unwilling or unable to continue to advance funds under any agreements in place, increase their commitments under existing credit arrangements or enter into new financing arrangements.  The failure of our lenders to provide sufficient financing may constrain our ability to operate or grow the business and to make complementary strategic business and/or brand acquisitions.  This could have a material adverse effect on our business, financial condition and results of operations.

 

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Our operating results may be adversely affected by foreign currency exchange rate fluctuations.

 

Our functional currency is the U.S. Dollar. Changes in the relation of other foreign currencies to the U.S. Dollar will affect our sales and profitability and can result in exchange losses because the Company has operations and assets located outside the United States.  The Company transacts a significant portion of its business in currencies other than the U.S. Dollar (“foreign currencies”).  With the merger of Kaz, our absolute exposure to the impacts of foreign currency fluctuations has grown.  Such transactions include sales, certain inventory purchases and operating expenses. As a result, portions of our cash, trade accounts receivable and trade accounts payable are denominated in foreign currencies.  Accordingly, foreign operations will continue to expose us to foreign currency fluctuations, both for purposes of actual conversion and financial reporting purposes.  Additionally, we purchase a substantial amount of our products from Chinese manufacturers.  During fiscal 2011 and 2009, the Chinese Renminbi appreciated against the U.S. Dollar approximately 4 percent each period.  During fiscal 2010, the Chinese Renminbi remained relatively stable against the U.S. Dollar.   We believe additional appreciation is likely during fiscal 2012.  Although our purchases are in U.S. Dollars, if the Chinese Renminbi continues its rise against the U.S. Dollar, the costs of our products will likely rise over time because of the impact the fluctuations will have on our suppliers, and we may not be able to pass any or all of these price increases on to our customers.

 

Where operating conditions permit, we seek to reduce foreign currency risk by purchasing most of our inventory with U.S. Dollars and by converting cash balances denominated in foreign currencies to U.S. Dollars.  We have also historically hedged against certain foreign currency exchange rate-risk by using a series of forward contracts designated as cash flow hedges to protect against the foreign currency exchange risk inherent in our forecasted transactions denominated in currencies other than the U.S. Dollar.  In these transactions, we execute a forward currency contract that will settle at the end of a forecasted period.  Because the size and terms of the forward contract are designed so that its fair market value will move in the opposite direction and approximate magnitude of the underlying foreign currency’s forecasted exchange gain or loss during the forecasted period, a hedging relationship is created.  To the extent we forecast the expected foreign currency cash flows from the period the forward contract is entered into until the date it will settle with reasonable accuracy, we significantly lower or materially eliminate a particular currency’s exchange risk exposure over the life of the related forward contract. We enter into these types of agreements where we believe we have meaningful exposure to foreign currency exchange risk and the hedge pricing appears reasonable.  It is not practical for us to hedge all our exposures, nor are we able to project in any meaningful way the possible effect and interplay of all foreign currency fluctuations on translated amounts or future net income.  This is due to our constantly changing exposure to various currencies, the fact that each foreign currency reacts differently to the U.S. Dollar and the significant number of currencies involved.

 

The impact of future exchange rate fluctuations on our results of operations cannot be accurately predicted.  Accordingly, there can be no assurance that U.S. Dollar foreign exchange rates will be stable in the future or that fluctuations in foreign currency markets will not have a material adverse effect on our business, results of operations and financial condition.

 

Our operating results may be adversely affected by trade barriers, exchange controls, expropriations and other risks associated with foreign operations.

 

The economies of other foreign countries important to our operations, including countries in Asia, Europe and Latin America, could suffer slower economic growth or economic, social and/or political instability or hyperinflation in the future. Our international operations in countries in Asia, Europe and Latin America, including manufacturing and sourcing operations (and the international operations of our customers), are subject to inherent risks which could adversely affect us, including, among other things:

 

·                  protectionist policies restricting or impairing the manufacturing, sales or import and export of our products;

 

·                  new restrictions on access to markets;

 

·                  lack of developed infrastructure;

 

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·                  inflation (including hyperinflation) or recession;

 

·                  changes in, and the burdens and costs of compliance with, a variety of foreign laws and regulations, including tax laws, accounting standards, environmental laws and occupational health and safety laws;

 

·                  social, political or economic instability;

 

·                  acts of war and terrorism;

 

·                  natural disasters or other crises;

 

·                  reduced protection of intellectual property rights in some countries;

 

·                  increases in duties and taxation;

 

·                  restrictions on transfer of funds and/or exchange of currencies;

 

·                  expropriation of assets; and

 

·                  other adverse changes in policies, including monetary, tax and/or lending policies, encouraging foreign investment or foreign trade by our host countries.

 

Should any of these risks occur, our ability to sell or export our products or repatriate profits could be impaired, we could experience a loss of sales and profitability from our international operations, and/or we could experience a substantial impairment or loss of assets, any of which could materially and adversely affect our business financial condition and results of operations.

 

We recently incurred significant additional debt to fund the Kaz merger and may incur debt to fund acquisitions and capital expenditures, which could have an adverse impact on our business and profitability.

 

Our debt levels can adversely affect our financial condition and can add constraints on our ability to operate our business.  Our indebtedness can, among other things:

 

·                  increase our vulnerability to general adverse economic conditions;

 

·                  limit our ability to obtain necessary financing and to fund future working capital, capital expenditures and other general corporate requirements;

 

·                  require us to dedicate a portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital and capital expenditures, and for other general corporate purposes;

 

·                  subject us to a higher interest expense (a significant portion of our debt is fixed or effectively fixed through the use of interest rate swaps and these rates may produce higher interest expense than would be available with floating rate debt, as is currently the case with decreased market interest rates);

 

·                  limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

 

·                  place us at a competitive disadvantage compared to our competitors that have less debt;

 

·                  limit our ability to pursue acquisitions or sell assets; and

 

·                  limit our ability to borrow additional funds.

 

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Any of these events could have a material adverse effect on us. In addition, our debt agreements contain restrictive financial and operational covenants. Significant restrictive covenants include limitations on, among other things, our ability under certain circumstances to:

 

·                  incur additional debt, including guarantees;

 

·                  grant certain types of liens;

 

·                  sell or otherwise dispose of assets;

 

·                  engage in mergers, acquisitions or consolidations;

 

·                  pay dividends on our common stock;

 

·                  repurchase our common stock;

 

·                  enter into substantial new lines of business; and

 

·                  enter into certain types of transactions with our affiliates.

 

Our failure to comply with these and other restrictive covenants could result in an event of default, which if not cured or waived, could have a material adverse effect on us.

 

We rely on our central Global Enterprise Resource Planning Systems and other peripheral information systems, which we are in the process of upgrading.  Obsolescence or interruptions in the operation of our computerized systems or other information technologies could have a material adverse effect on our operations and profitability.

 

We conduct most of our businesses under one integrated Global Enterprise Resource Planning System (“ERP”). Most of our operations are dependent on this system. We continuously make adjustments to improve the effectiveness of the ERP and other peripheral information systems.  In fiscal 2011, we began a project to convert our ERP system to a more updated version of our software provider’s system.  This upgrade is a significant undertaking that we expect to continue throughout fiscal 2012.  Conversion of various subsystems and implementation of new subsystems will take place in phases.  Testing the new subsystems before active deployment requires significant additional effort across our entire organization.  While underway, this conversion will strain our internal resources and could impact our ability to do our day to day business.  Complications or delays in completing this project could cause considerable disruptions to our business and may result in higher implementation costs than planned along with concurrent reallocation of human resources.

 

Any failures or disruptions in the ERP and other information systems or any complications resulting from adjustments could cause interruption or loss of data in our information or logistical systems that could materially impact our ability to procure products from our factories and suppliers, transport them to our distribution centers, and store and deliver them to our customers on time and in the correct amounts. In addition, natural disasters or other extraordinary events may disrupt our information systems and other infrastructure, and our data recovery processes may not be sufficient to protect against loss. Furthermore, application program bugs, system conflict crashes, user error, data integrity issues, customer data conflicts and integration issues all pose significant risks.

 

We rely on certain outside vendors to assist us with the upgrade of our software, the ongoing implementation of new enhancements to our information systems and to assist us in maintaining some of our infrastructure. Should any of these vendors fail to perform as expected, it could adversely affect our service levels and threaten our ability to conduct business. In addition, until we complete the migration of our core software to the updated version, we continue to run the risk that our software vendors may not be able to continue to provide the appropriate level of support for the older version of the system.

 

These factors described above could cause significant disruptions to our business and have a material adverse effect on our financial condition and results of operations.

 

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We hold certain auction rate securities that we may be unable to liquidate at their recorded values or at all due to credit concerns in the U.S. capital markets.  Protracted illiquidity and any deterioration in the credit ratings of the issuers, dealers or credit insurers may require us to record other-than-temporary impairment charges.

 

We hold investments in auction rate securities (“ARS”) collateralized by student loans (with underlying maturities from 18 to 35 years).  At February 28, 2011, 97 percent of the aggregate collateral was guaranteed by the U.S. government under the Federal Family Education Loan Program.  Liquidity for these securities was normally dependent on an auction process that resets the applicable interest rate at pre-determined intervals, ranging from 7 to 35 days.  Beginning in February 2008, the auctions for the ARS held by us and others were unsuccessful, requiring us to hold them beyond their typical auction reset dates. Auctions fail when there is insufficient demand.  However, this does not represent a default by the issuer of the security. Upon an auction’s failure, the interest rates reset based on a formula contained in the security.  The securities will continue to accrue interest and be auctioned until one of the following occurs: the auction succeeds; the issuer calls the securities; or the securities mature.

 

At this time, there is a very limited demand for the securities we continue to hold and limited acceptable alternatives to liquidate such securities.  Based on current market conditions, we believe it is likely that auctions of our holdings in these securities will be unsuccessful in the near term, resulting in us continuing to hold securities beyond their next scheduled auction reset dates and limiting the short-term liquidity of these investments.  Management intends to continue to reduce our holdings in these securities as circumstances allow, but believes there is sufficient liquidity from operating cash flows and available financial sources, including our revolving credit facility, which we believe will continue to provide sufficient capital resources to fund our foreseeable short and long-term liquidity requirements.

 

Since August 31, 2008, we have used a series of discounted cash flow models to value our ARS.   Some of the inputs into the discounted cash flow models we use are unobservable in the market and have a significant effect on valuation.  These inputs attempt to capture the impact of illiquidity on the investments and have resulted in the recording of unrealized losses on the ARS.  The recording of these unrealized losses is not a result of the quality of the underlying collateral, but rather a markdown reflecting a lack of liquidity and other market conditions.  If the issuers’ credit ratings or other market conditions deteriorate, the Company may be required to record other-than-temporary impairment charges on these investments in the future, which could have a material adverse effect on our business, financial condition and results of operations.  For further information on our ARS, see Notes (1), (10), (11), (16) and (20) to our accompanying consolidated financial statements.

 

Audits and related disputes with taxing authorities could have an adverse impact on our business.

 

From time to time, we are involved in tax audits and related disputes in various taxing jurisdictions.  The acquisition of Kaz has added considerable complexity to our tax structure, and the risk of liability for Kaz’s past activities.  We believe that we have complied with all applicable reporting and tax payment obligations and in the past have disagreed with taxing authority positions on various issues.  Historically, we have vigorously defended our tax positions through available administrative and judicial avenues.  Based on currently available information, we have established reserves for our best estimate of the probable tax liabilities.  Future actions by taxing authorities may result in tax liabilities that are significantly higher or lower than the reserves established, which could have a material effect on our consolidated results of operations or cash flows.  For more information about tax audits and related disputes, see Note (9) to the accompanying consolidated financial statements.

 

Potential changes in laws, including tax laws, and the costs and complexities of compliance with such laws could have an adverse impact on our business.

 

The impact of future legislation in the U.S. or abroad, including such things as employment and insurance laws, climate change related legislation, tax legislation, regulations or treaties, including any that would affect the companies or subsidiaries that comprise our consolidated group is always uncertain. The U.S. Congress continues to consider certain proposed changes in the tax laws, and new energy and environmental legislation that, if enacted may increase our costs of doing business.  In addition, changes required by the Dodd-Frank Wall Street Reform and Consumer Protection Act regarding disclosures related to the use of “Conflict Minerals”, will increase the cost of our sourcing compliance

 

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operations.  Our ability to respond to such changes, the cost and complexity of compliance with new law changes, and their impact on our ability to operate economically and effectively in jurisdictions always presents a risk.

 

Under current tax law,  favorable tax treatment of our non-U.S. net income is dependent on our ability to avoid classification as a Controlled Foreign Corporation. Changes in the composition of our stock ownership could have an impact on our classification. If our classification were to change, it could have a material adverse effect on the largest U.S. shareholders and, in turn, on the Company’s business.

 

A non-U.S. corporation, such as ours, will constitute a “controlled foreign corporation” or “CFC” for U.S. federal income tax purposes if its largest U.S. shareholders (i.e., those owning 10 percent or more of its shares) together own more than 50 percent of the stock outstanding.  If the IRS or a court determined that we were a CFC, then each of our U.S. shareholders who own (directly, indirectly, or constructively) 10 percent or more of the total combined voting power of all classes of our stock on the last day of our taxable year would be required to include in gross income for U.S. federal income tax purposes its pro rata share of our “subpart F income” (and the subpart F income of any our subsidiaries determined to be a CFC) for the period during which we (and our non-U.S. subsidiaries) were a CFC. In addition, any gain on the sale of our shares realized by such a shareholder may be treated as ordinary income to the extent of the shareholder’s proportionate share of our and our CFC subsidiaries’ undistributed earnings and profits accumulated during the shareholder’s holding period of the shares while we are a CFC.

 

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ITEM 1B.  UNRESOLVED STAFF COMMENTS

 

None.

 

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ITEM 2.  PROPERTIES

 

PLANT AND FACILITIES

 

The Company owns, leases, or otherwise utilizes through third-party management service agreements, a total of 50 facilities, which include selling, procurement, research and development, administrative and distribution facilities worldwide.  All facilities operated by the Company are adequate for the purpose for which they are intended.  Information regarding the location, use, segment, ownership and approximate size of our principal facilities as of February 28, 2011 is provided in the table below:

 

Location

 

Type and Use

 

Business Segment

 

Owned or
Leased

 

Approximate
Size (Square
Feet / Acres)

El Paso, Texas, USA

 

Land & Building - U.S. Headquarters

 

All Segments

 

Owned

 

135,000

El Paso, Texas, USA

 

Land & Building - Distribution Facility

 

Personal Care

 

Owned

 

408,000

Southborough, Massachusetts, USA

 

Office Space - KAZ Headquarters

 

Healthcare / Home Environment

 

Leased

 

57,700

New York, New York, USA

 

Office Space - OXO Headquarters

 

Housewares

 

Leased

 

25,000

Danbury, Connecticut, USA

 

Office Space

 

Personal Care

 

Leased

 

12,500

Southaven, Mississippi, USA

 

Land & Building - Distribution Facility

 

Personal Care & Housewares

 

Owned

 

1,200,000

Memphis, Tennessee, USA

 

Distribution Facility

 

Healthcare / Home Environment

 

Leased

 

414,500

Shenzhen, China

 

Office Space - Primarily Supply Chain Operations

 

Personal Care & Housewares

 

Leased

 

14,500

Shenzhen, China

 

Office Space - Primarily Supply Chain Operations

 

Personal Care & Housewares

 

Leased

 

5,500

Shenzhen, China

 

Office Space - Primarily Supply Chain Operations

 

Healthcare / Home Environment

 

Leased

 

24,000

Zhu Kuan, Macau, China

 

Office Space - Primarily Supply Chain Operations

 

Personal Care & Housewares

 

Leased

 

8,000

Hong Kong, China

 

Third-Party Managed Distribution Facility

 

Housewares

 

Leased

 

3,500

Lausanne, Switzerland

 

Office Space - European Headquarters

 

Healthcare / Home Environment

 

Leased

 

9,600

Sheffield, England

 

Land & Building

 

Personal Care & Housewares

 

Owned

 

10,000

Darwen, England

 

Third-Party Managed Distribution Facility

 

Personal Care & Housewares

 

Leased

 

75,000

Didcot, England

 

Third-Party Managed Distribution Facility

 

Healthcare / Home Environment

 

Leased

 

40,000

Milton, Ontario, Canada

 

Office Space and Distribution Facility

 

Healthcare / Home Environment

 

Leased

 

42,100

Etobicoke, Ontario, Canada

 

Third-Party Managed Distribution Facility

 

Personal Care

 

Leased

 

80,000

Mexico City, Mexico

 

Office Space - Latin American Headquarters

 

Personal Care

 

Owned

 

3,900

Mexico City, Mexico

 

Third-Party Managed Distribution Facility

 

Personal Care

 

Leased

 

75,200

Monterrey, Mexico

 

Third-Party Managed Distribution Facility

 

Personal Care

 

Leased

 

9,700

Guadalajara, Mexico

 

Third-Party Managed Distribution Facility

 

Personal Care

 

Leased

 

11,600

Cuautitlan, Mexico

 

Third-Party Managed Distribution Facility

 

Personal Care

 

Leased

 

12,500

Nr Amsterdam, Netherlands

 

Third-Party Managed Distribution Facility

 

Personal Care

 

Leased

 

85,000

Genk, Belgium

 

Third-Party Managed Distribution Facility

 

Healthcare / Home Environment

 

Leased

 

120,000

 

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ITEM 3.  LEGAL PROCEEDINGS

 

We are involved in various legal claims and proceedings in the normal course of operations.  In the opinion of management, the outcome of these matters will not have a material adverse effect on our consolidated financial position, results of operations or liquidity.

 

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ITEM 4.  REMOVED AND RESERVED

 

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PART II

 

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

 

PRICE RANGE OF COMMON STOCK

 

Our common stock is listed on the NASDAQ Global Select Market (“NASDAQ”) [symbol: HELE].  The following table sets forth, for the periods indicated, in dollars per share, the high and low sales prices of the common stock as reported on the NASDAQ.  These quotations reflect the inter-dealer prices, without retail markup, markdown, or commission and may not necessarily represent actual transactions.

 

 

 

High

 

Low

 

 

 

 

 

 

 

FISCAL 2011

 

 

 

 

 

First quarter

 

$

28.98

 

$

23.30

 

Second quarter

 

25.93

 

21.00

 

Third quarter

 

27.49

 

22.55

 

Fourth quarter

 

32.95

 

22.51

 

 

 

 

 

 

 

FISCAL 2010

 

 

 

 

 

First quarter

 

$

20.09

 

$

8.55

 

Second quarter

 

22.77

 

15.89

 

Third quarter

 

24.50

 

18.50

 

Fourth quarter

 

25.88

 

20.67

 

 

APPROXIMATE NUMBER OF EQUITY SECURITY HOLDERS OF RECORD

 

Our common stock with a par value of $0.10 per share is our only class of equity security outstanding at February 28, 2011.  As of May 9, 2011, there were approximately 245 holders of record of the Company’s common stock. Shares held in “nominee” or “street” name at each bank nominee or brokerage house are included in the number of shareholders of record as a single shareholder.

 

CASH DIVIDENDS

 

Our current policy is to retain earnings to provide funds for the operation and expansion of our business and for potential acquisitions.  We have not paid any cash dividends on our common stock since inception.  Our current intention is to pay no cash dividends in fiscal 2012.  Any change in dividend policy will depend upon future conditions, including earnings and financial condition, general business conditions, any applicable contractual limitations, and other factors deemed relevant by our Board of Directors.  Generally, the 2010 RCA (as defined below) limits our ability to declare or pay cash dividends to our shareholders to an amount (when combined with the amount of any stock repurchases) equal to 35% of our Consolidated Net Earnings (as defined in the 2010 RCA) for our previous fiscal year.

 

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ISSUER PURCHASES OF EQUITY SECURITIES

 

Under the latest program approved by our Board of Directors, as of February 28, 2011, we are authorized to purchase up to 1,192,917 shares of common stock in the open market or through private transactions. For the fiscal years ended 2011, 2010 and 2009, we repurchased and retired 80,000, 47,648 and 574,365 shares of common stock at a total purchase price of $1.80, $0.42 and $7.42 million, and an average purchase price of $22.49, $8.80 and $12.91 per share, respectively.  In addition, during the fiscal quarter ended February 28, 2011, a former member of our Board of Directors tendered 7,733 shares of common stock having a market value of $0.23 million, or $29.22 per share, as payment for the exercise price arising from the exercise of options.  Finally, during the fiscal quarters ended May 31, 2009 and November 30, 2009, our chief executive officer tendered a combined total of 1,438,109 shares of common stock having a market value of $30.15 million, or $20.97 per share, as payment for the exercise price and related federal tax obligations arising from the exercise of options. We accounted for this activity as a purchase and retirement of the shares.  The following schedule sets forth the purchase activity for each month during the three months ended February 28, 2011:

 

ISSUER PURCHASES OF EQUITY SECURITIES FOR THE THREE MONTHS ENDED FEBRUARY 28, 2011

 

Period

 

Total Number of
Shares
Purchased

 

Average Price
Paid per Share

 

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

 

Maximum
Number of
Shares that May
Yet Be Purchased
Under the Plans
or Programs

 

 

 

 

 

 

 

 

 

 

 

December 1 through December 31, 2010

 

-   

 

$

-

 

-   

 

1,200,650

 

January 1 through January 31, 2011

 

-   

 

-

 

-   

 

1,200,650

 

February 1 through February 28, 2011 *

 

7,733

 

29.22

 

7,733

 

1,192,917

 

Total

 

7,733

 

$

29.22

 

7,733

 

1,192,917

 

 

 

 

 

 

 

 

 

 

 

 

* Shares tendered by a former member of the Company’s Board of Directors in a cashless exercise

 

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PERFORMANCE GRAPH

 

The graph below compares the cumulative total return of our Company to the NASDAQ Market Index and a peer group index, assuming $100 invested March 1, 2006. The Peer Group Index is the Dow Jones—U.S. Personal Products, Broad Market Cap, Yearly, and Total Return Index.  The comparisons in this table are required by the SEC and are not intended to forecast or be indicative of the possible future performance of our common stock.

 

COMPARISON OF FIVE-YEAR CUMULATIVE RETURN
FOR HELEN OF TROY LIMITED, PEER GROUP INDEX AND NASDAQ
MARKET INDEX

 

GRAPHIC

 

 

Fiscal year ended the last day of February

 

 

2006

 

2007

 

2008

 

2009

 

2010

 

2011

 

HELEN OF TROY LIMITED

 

100.00

 

115.74

 

78.91

 

50.17

 

120.79

 

139.58

 

PEER GROUP INDEX

 

100.00

 

123.93

 

132.25

 

94.88

 

141.13

 

151.76

 

NASDAQ MARKET INDEX

 

100.00

 

105.91

 

99.57

 

60.39

 

98.11

 

121.90

 

 

The Performance Graph shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to the liabilities of Section 18 under the Exchange Act.  In addition, it shall not be deemed incorporated by reference by any statement that incorporates this annual report on Form 10-K by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that we specifically incorporate this information by reference.

 

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ITEM 6.  SELECTED FINANCIAL DATA

 

The selected consolidated statements of income data for the years ended on the last day of February 2011, 2010 and 2009, and the selected consolidated balance sheet data as of the last day of February 2011 and 2010, have been derived from our audited consolidated financial statements included in this report.  The selected consolidated statements of  income data for the years ended on the last day of February 2008 and 2007, and the selected consolidated balance sheet data as of the last day of February 2009, 2008 and 2007, have been derived from our audited consolidated financial statements which are not included in this report.  This information should be read together with the discussion in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and notes to those statements included in this report.  All currency amounts are denominated in U.S. Dollars.

 

Years Ended The Last Day of February,

 

 

 

 

 

 

 

 

 

 

 

(in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

2011 (1)(2)

 

2010 (3)

 

2009

 

2008 (4)(5)

 

2007

 

 

 

 

 

 

 

 

 

 

 

 

 

Statements of Income Data:

 

 

 

 

 

 

 

 

 

 

 

Sales revenue, net

 

$

777,043

 

$

647,626

 

$

622,745

 

$

652,548

 

$

634,932

 

Cost of goods sold

 

427,797

 

368,470

 

367,343

 

370,853

 

355,552

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

349,246

 

279,156

 

255,402

 

281,695

 

279,380

 

Selling, general and administrative expense

 

235,341

 

188,887

 

188,344

 

207,771

 

208,964

 

Operating income before impairments

 

113,905

 

90,269

 

67,058

 

73,924

 

70,416

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset impairment charges

 

2,161

 

900

 

107,274

 

4,983

 

-    

 

Gain on sale of land

 

-    

 

-    

 

-    

 

(3,609

)

-    

 

Operating income (loss)

 

111,744

 

89,369

 

(40,216

)

72,550

 

70,416

 

 

 

 

 

 

 

 

 

 

 

 

 

Nonoperating income, net

 

577

 

1,046

 

2,438

 

3,748

 

2,643

 

Interest expense

 

(9,693

)

(10,310

)

(13,687

)

(15,025

)

(17,912

)

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

102,628

 

80,105

 

(51,465

)

61,273

 

55,147

 

Income tax expense (benefit)

 

9,323

 

8,288

 

5,328

 

(236

)

5,060

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

93,305

 

$

71,817

 

$

(56,793

)

$

61,509

 

$

50,087

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Per Share Data:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

3.04

 

$

2.38

 

$

(1.88

)

$

2.01

 

$

1.66

 

Diluted

 

$

2.98

 

$

2.32

 

$

(1.88

)

$

1.93

 

$

1.58

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares of common stock used in computing net earnings (loss) per share

 

 

 

 

 

 

 

 

 

 

 

Basic

 

30,669

 

30,217

 

30,173

 

30,531

 

30,122

 

Diluted

 

31,355

 

30,921

 

30,173

 

31,798

 

31,717

 

 

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ITEM 6.  SELECTED FINANCIAL DATA, CONTINUED

 

Last Day of February,

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

2011 (1)(2)

 

2010 (3)

 

2009

 

2008 (4)(5)

 

2007

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

 

Working capital

 

$

121,510

 

$

254,060

 

$

233,218

 

$

276,304

 

$

238,131

 

Total assets

 

1,240,524

 

834,733

 

822,126

 

911,993

 

906,272

 

Long-term debt

 

178,000

 

131,000

 

134,000

 

212,000

 

240,000

 

Stockholders’ equity (6)

 

685,549

 

583,772

 

508,693

 

568,376

 

527,417

 

Cash dividends

 

-    

 

-    

 

-    

 

-    

 

-    

 

 

(1)      Fiscal year 2011 includes two months of operating results from Kaz, which we acquired on December 31, 2010 for a net cash purchase price of $271.50 million subject to certain future adjustments.  The acquisition was funded with $77.50 million of cash and $194.00 million in short- and long-term debt.  In connection with the acquisition, we recorded $31.45 million of net working capital, $4.08 million of property and equipment, $246.25 million of goodwill and other intangible assets, $12.38 million in deferred tax assets, $3.10 million in other assets, $24.30 million in deferred tax liabilities and $1.45 million in liabilities for uncertain tax positions.  See Notes (5), (6), (7), (8), (9), (18) and (19) to our accompanying consolidated financial statements for more information regarding the Kaz acquisition.

 

(2)     Fiscal year 2011 includes eleven months of operating results from the Pert Plus hair care and Sure antiperspirant brands, which we acquired on March 31, 2010 for a net cash purchase price of $69.00 million including the assumption of certain liabilities.  The acquisition was funded with cash.  In connection with the acquisition, we recorded $4.90 million of net working capital, $0.73 million of fixed assets, and $63.37 million of goodwill, trademarks and other intangible assets.

 

(3)      Fiscal year 2010 and thereafter includes the results of operations of Infusium, which we acquired on March 31, 2009 for a cash purchase price of $60.00 million.  The acquisition was funded with cash.  At acquisition, we recorded $19.70 million of goodwill, $18.70 million of trademarks, $21.00 million for a customer list and $0.6 million of patent rights.

 

(4)      Fiscal year 2008 and thereafter includes the results of operations of Belson Products, which we acquired on May 1, 2007 for a net cash purchase price of $36.50 million including the assumption of certain liabilities.  The acquisition was funded with cash.  In connection with the acquisition, we recorded $13.98 million of working capital, $0.14 million of fixed assets, and $22.38 million of goodwill, trademarks and other intangible assets.

 

(5)      During fiscal 2008, we settled certain tax disputes with the Hong Kong Inland Revenue Department, and the U.S. Internal Revenue Service (the “IRS”).  As a result of these settlements, we recorded tax benefits totaling $9.31 million during fiscal 2008.  These benefits represent the reversal of tax provisions previously established for the periods under dispute.  See Note (9) to our accompanying consolidated financial statements for more information on our income taxes.

 

(6)      For the fiscal years ended 2011, 2010, 2009 and 2008, we repurchased and retired 87,733, 1,485,757, 574,365 and 1,095,392 shares of common stock at a total purchase price of $2.03, $30.57, $7.42 and $26.00 million, respectively.  No shares of common stock were repurchased during the fiscal 2007.

 

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ITEM 7.  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 the other sections of this report, including Part I, Item 1., “Business”;  Part II, Item 6., “Selected Financial Data”; and Part II, Item 8., “Financial Statements and Supplementary Data.” 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 on page 5 of this report in the section entitled  “Information Regarding Forward-Looking Statements,”  Item 1A., “Risk Factors,” and in Item 7A., “Quantitative and Qualitative Disclosures About Market Risk.”

 

OVERVIEW

 

In fiscal 2011, Helen of Troy continued to see slowly improving global macroeconomic conditions compared to the prior year.  While we believe a modest recovery is underway domestically, we believe the recovery has been much slower internationally.  Our net sales revenues were negatively impacted by certain trends in consumer spending, including the consumers’ focus on moderate and value-priced merchandise.  In addition, the impact of recent events, including the March 2011 Japanese earthquake’s potential impact on our global supply chain, the impact of Middle East tensions and related political instabilities on fuel and transportation prices, uncertainties regarding the direction of foreign currency markets and the cost and availability of materials used in some of our products continue to keep us cautious regarding our outlook for fiscal 2012.

 

Our most significant developments during fiscal 2011 centered around our acquisitions, which included the following:

 

·                  On March 31, 2010, we completed the acquisition of certain assets and liabilities of the Pert Plus hair care and Sure antiperspirant and deodorant businesses from Innovative Brands, LLC for a net cash purchase price of $69.00 million, which we paid with cash on hand. Pert Plus enjoys a long history as a leading brand in the $2 billion U.S. shampoo category through its pioneering development of the 2-in-1 shampoo and conditioner combination technology. Sure is one of the leading brands in the $1.7 billion U.S. anti-perspirant and deodorant category, well known for its product efficacy and value to both women and men. We market Pert Plus and Sure products primarily into retail trade channels. In the second quarter of fiscal 2011, we substantially completed the integration of this acquisition into our operations.

 

·                  On December 31, 2010, we completed the merger of Kaz under the terms of an Agreement and Plan of Merger dated December 8, 2010, among us, Helen of Troy Texas Corporation, our wholly-owned subsidiary, KI Acquisition Corp., our indirect wholly-owned subsidiary, Kaz, and certain shareholders of Kaz.  Pursuant to the terms of the merger agreement, all of the shares of capital stock of Kaz were cancelled and converted into a total cash purchase price of $271.50 million, subject to certain future adjustments. The acquisition was funded with $77.50 million of cash and $194.00 million in short- and long-term debt.  Based in Southborough, Massachusetts, Kaz is a world leader in providing a broad range of consumer products in two primary product categories consisting of healthcare and home environment.  Kaz sources, markets and distributes a number of well-recognized brands including: Vicks, Braun, Kaz, Smart-Temp, SoftHeat, Honeywell, Duracraft, Protec, Stinger and Nosquito.   For further information, see Notes (5), (6), (7), (8), (9), (18) and (19) to our consolidated financial statements.

 

We expect these acquisitions will help broaden the Company’s geographic footprint, expand our relationships with common customers and vendors and expand our customer base worldwide.

 

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Financial Recap of Fiscal 2011

 

·                  Consolidated net sales revenue increased 20.0 percent, or $129.42 million, to $777.04 million in fiscal 2011 compared to $647.63 million in fiscal 2010.  Acquisitions accounted for an increase of $135.64 million, or 20.9 percentage points, more than offsetting a decline in core business net sales revenue (net sales revenue without acquisitions). Core business net sales revenue declined in fiscal 2011 by $6.23 million, or 0.9 percent. Personal Care segment net sales revenue increased 9.4 percent in fiscal 2011 when compared to fiscal 2010.  Housewares segment net sales revenue increased 9.2 percent in fiscal 2011 when compared to fiscal 2010.   Healthcare / Home Environment net sales revenues for the two months since acquisition contributed $69.15 million.  Our fiscal 2011 net sales revenue includes the unfavorable impact of net foreign exchange fluctuations of $3.62 million compared to fiscal 2010, most of which impacted the Personal Care segment.

 

·                  Consolidated gross profit margin as a percentage of net sales revenue increased 1.8 percentage points to 44.9 percent in fiscal 2011 compared to 43.1 percent in fiscal 2010.

 

·                  SG&A as a percentage of net sales revenue increased 1.1 percentage points to 30.3 percent in fiscal 2011 compared to 29.2 percent in fiscal 2010.

 

·                  Interest expense was $9.69 million in fiscal 2011 compared to $10.31 million in fiscal 2010.  The decrease in interest expense was principally due to lower average amounts of debt outstanding in fiscal 2011 prior to the Kaz acquisition, when compared to fiscal 2010.

 

·                  Income tax expense was $9.32 million in fiscal 2011 compared to $8.29 million in fiscal 2010.

 

·                  Our net income of $93.31 million in fiscal 2011 compares to net income of $71.82 million in fiscal 2010.  Diluted earnings per share was $2.98 in fiscal 2011 compared to $2.32 in fiscal 2010.

 

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Table of Contents

 

RESULTS OF OPERATIONS

 

The following table sets forth, for the periods indicated, our selected operating data, in U.S. Dollars, as a percentage of net sales revenue, and as a year-over-year percentage change.

 

 

Fiscal Years Ended (in thousands)

 

% of Sales Revenue, net (1)

 

% Change

 

 

 

2011

 

2010

 

2009

 

2011

 

2010

 

2009

 

11/10

 

10/09

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales revenue by segment, net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personal Care

 

$

491,215

 

$

449,151

 

$

447,244

 

63.2

%

69.4

%

71.8

%

9.4

%

0.4

%

Housewares

 

216,681

 

198,475

 

175,501

 

27.9

%

30.6

%

28.2

%

9.2

%

13.1

%

Healthcare / Home Environment (two months in 2011)

 

69,147

 

-    

 

-    

 

8.9

%

*

 

*

 

*

 

*

 

Total sales revenue, net

 

777,043

 

647,626

 

622,745

 

100.0

%

100.0

%

100.0

%

20.0

%

4.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

427,797

 

368,470

 

367,343

 

55.1

%

56.9

%

59.0

%

16.1

%

0.3

%

Gross profit

 

349,246

 

279,156

 

255,402

 

44.9

%

43.1

%

41.0

%

25.1

%

9.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expense

 

235,341

 

188,887

 

188,344

 

30.3

%

29.2

%

30.2

%

24.6

%

0.3

%

Operating income before impairments

 

113,905

 

90,269

 

67,058

 

14.7

%

13.9

%

10.8

%

26.2

%

34.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset impairment charges

 

2,161

 

900

 

107,274

 

0.3

%

0.1

%

17.2

%

*

 

*

 

Operating income (loss)

 

111,744

 

89,369

 

(40,216

)

14.4

%

13.8

%

-6.5

%

25.0

%

*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nonoperating income, net

 

577

 

1,046

 

2,438

 

0.1

%

0.2

%

0.4

%

-44.8

%

-57.1

%

Interest expense

 

(9,693

)

(10,310

)

(13,687

)

-1.2

%

-1.6

%

-2.2

%

-6.0

%

-24.7

%

Total other income (expense)

 

(9,116

)

(9,264

)

(11,249

)

-1.2

%

-1.4

%

-1.8

%

-1.6

%

-17.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

102,628

 

80,105

 

(51,465

)

13.2

%

12.4

%

-8.3

%

28.1

%

*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

9,323

 

8,288

 

5,328

 

1.2

%

1.3

%

0.9

%

12.5

%

55.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

93,305

 

$

71,817

 

$

(56,793

)

12.0

%

11.1

%

-9.1

%

29.9

%

*

 

 

* Calculation is not meaningful

 

(1)

Sales revenue percentages by segment are computed as a percentage of the related segment’s sales revenue, net to total sales revenue, net. All other percentages are computed as a percentage of total sales revenue, net.

 

Consolidated Net Sales Revenue:

 

Consolidated net sales revenue increased $129.42 million, or 20.0 percentage points,  in fiscal 2011 compared to fiscal 2010.  Acquisitions accounted for an increase of $135.64 million, or 20.9 percentage points, more than offsetting a decline in core business net sales revenue (net sales revenue without acquisitions).  Core business net sales revenue showed an overall decline in fiscal 2011 of $6.23 million, or 0.9 percent, which includes most of the unfavorable impact of net foreign exchange fluctuations of $3.62 million compared to fiscal 2010.  Our Personal Care segment provided 6.5 percentage points of consolidated net sales revenue growth, or an increase of $42.06 million. Personal Care’s net sales revenue increased 9.4 percent in fiscal 2011 when compared to fiscal 2010, consisting of unit volume growth of 6.0 percent and an increase of 3.4 percent in average unit selling prices.  Our Housewares segment provided 2.8 percentage points of consolidated net sales revenue growth, or an increase of $18.21 million.  Housewares’ net sales revenue increased 9.2 percent in fiscal 2011 when compared to fiscal 2010, consisting of unit volume growth of 7.6 percent and an increase of 1.6 percent in average unit selling prices.  Our Healthcare / Home Environment segment provided 10.7 percentage points of consolidated net sales revenue growth representing two months of activity since acquisition on December 31, 2010.  Because Kaz is a very recent acquisition, we have not provided year over year volume and price change information.

 

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Consolidated net sales revenue increased $24.88 million,  or 4.0 percentage points,  in fiscal 2010 compared to fiscal 2009.  New product acquisitions accounted for an increase of $39.00 million, or 6.3 percentage points, more than offsetting the decline in core business net sales revenue (net sales revenue without acquisitions).  Core business net sales revenue showed an overall decline in fiscal 2010 of $14.12 million or 2.3 percent, which includes the unfavorable impact of a net foreign exchange losses of $6.26 million compared to fiscal 2009.  Our Personal Care segment provided 0.3 percentage points of consolidated net sales revenue growth, or an increase of $1.91 million. Personal Care’s net sales revenue increased 0.4 percent in fiscal 2010 when compared to fiscal 2009, consisting of a 2.2 percent unit volume decline offset by a 2.6 percent average unit selling price increase.  Our Housewares segment provided 3.7 percentage points of consolidated net sales revenue growth, or an increase of $22.97 million.  Housewares’ net sales revenue increased 13.1 percent in fiscal 2010 when compared to fiscal 2009, consisting of unit volume growth of 7.7 percent and an increase of 5.4 percent in average unit selling prices.

 

The following table summarizes, for the periods indicated, the impact that acquisitions had on our net sales revenue:

 

IMPACT OF ACQUISITION ON SALES REVENUE, NET

(in thousands)

 

 

 

 

Fiscal Years Ended

 

 

 

2011

 

2010

 

2009

 

 

 

 

 

 

 

 

 

Prior year’s sales revenue, net

 

$

647,626

 

$

622,745

 

$

652,548

 

 

 

 

 

 

 

 

 

Components of sales revenue change, net

 

 

 

 

 

 

 

Core business

 

(6,227

)

(14,118

)

(36,640

)

Acquisitions (non-core busines sales revenue, net):

 

 

 

 

 

 

 

Belson (two months in fiscal 2009)

 

-    

 

-    

 

4,130

 

Ogilvie (seven and five months in fiscal 2010 and 2009, respectively)

 

-    

 

4,810

 

2,707

 

Infusium (one and eleven months in fiscal 2011and 2010, respectively)

 

2,367

 

34,189

 

-    

 

Pert Plus & Sure (eleven months in fiscal 2011)

 

64,130

 

-    

 

-    

 

Healthcare / Home Environment (two months in fiscal 2011)

 

69,147

 

-    

 

-    

 

Change in sales revenue, net

 

129,417

 

24,881

 

(29,803

)

Sales revenue, net

 

$

777,043

 

$

647,626

 

$

622,745

 

 

 

 

 

 

 

 

 

Total sales revenue growth, net

 

20.0%

 

4.0%

 

-4.6%

 

Core business

 

-0.9%

 

-2.3%

 

-5.6%

 

Acquisitions

 

20.9%

 

6.3%

 

1.0%

 

 

In the above table, core business is net sales revenue associated with product lines or brands after the first twelve months from the date the product line or brand was acquired.  Net sales revenue from internally developed brands or product lines are always considered core business.  Net sales revenue from acquisitions is net sales revenues associated with product lines or brands that we have acquired and operated for less than twelve months during each period presented.

 

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Table of Contents

 

Segment Net Sales Revenue:

 

SALES REVENUE, NET BY SEGMENT

(dollars in thousands)

 

 

 

Fiscal Years Ended

 

$ Change

 

% Change

 

 

 

2011

 

2010

 

Volume

 

Price

 

Net

 

Volume

 

Price

 

Net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales revenue, net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personal Care

 

$

491,215

 

$

449,151

 

$

26,715

 

$

15,349

 

$

42,064

 

6.0%

 

3.4%

 

9.4%

 

Housewares

 

216,681

 

198,475

 

15,143

 

3,063

 

18,206

 

7.6%

 

1.6%

 

9.2%

 

Healthcare / Home Environment (two months in fiscal 2011)

 

69,147

 

-    

 

69,147

 

-    

 

69,147

 

*   

 

*   

 

*   

 

Total sales revenue, net

 

$

777,043

 

$

647,626

 

$

111,005

 

$

18,412

 

$

129,417

 

17.2%

 

2.8%

 

20.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Years Ended

 

$ Change

 

% Change

 

 

 

2010

 

2009

 

Volume

 

Price

 

Net

 

Volume

 

Price

 

Net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales revenue, net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personal Care

 

$

449,151

 

$

447,244

 

$

(9,736

)

$

11,643

 

$

1,907

 

-2.2%

 

2.6%

 

0.4%

 

Housewares

 

198,475

 

175,501

 

13,425

 

9,549

 

22,974

 

7.7%

 

5.4%

 

13.1%

 

Total sales revenue, net

 

$

647,626

 

$

622,745

 

$

3,689

 

$

21,192

 

$

24,881

 

0.6%

 

3.4%

 

4.0%

 

 

*   Calculation is not meaningful

 

Personal Care

 

Our Personal Care segment currently offers products in three categories: appliances; grooming, skin care and hair care solutions; and brushes, combs and accessories.

 

Fiscal 2011 Net Sales Revenue Compared to Fiscal 2010:

 

Net sales in our Personal Care segment increased 9.4 percent, or $42.06 million, to $491.22 million in fiscal 2011 compared to $449.15 million in fiscal 2010.  Net sales revenue from new product acquisitions included $2.37 million of net sales revenue from our Infusium acquisition, which represents one month of Infusium’s fiscal 2011 net sales revenue through the first anniversary of its acquisition, and $64.13 million of net sales revenue from our Pert Plus and Sure acquisition, which represents eleven months of net sales revenue of Pert Plus and Sure products since acquisition.  Net sales revenue increases due to these acquisitions were partially offset by $24.43 million of core business net sales revenue declines.  These declines occurred in the appliances and accessories product lines, primarily due to a loss of shelf placement for appliances, a loss of a significant customer for accessories, and the negative impact of foreign currency fluctuations.  These losses were partially offset by new customer and product distribution.  We continued to see significant growth in the curling and specialty iron categories, which were offset by declines in straightening iron and dryer categories.  Net sales revenue declines in our retail appliance business were partially offset by net sales revenue gains in our professional appliance business.  Declines in our international appliance and accessories business were due to considerably weaker economic conditions than those in the U.S. and were exacerbated by the effect of unfavorable foreign currency fluctuations of $3.62 million across all segments in fiscal 2011.  This was due to the continuing impact of a strengthening U.S. Dollar versus most other currencies.  Typically, other things being equal, a stronger dollar means that foreign results translate into fewer dollars on a reported basis.  Most of this currency impact affected our appliance business sales.  We continue to believe that sales revenue performance in our Personal Care segment’s product lines will be heavily dependent on improvements in domestic and international employment, housing markets and consumers’ personal finances.

 

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Table of Contents

 

Fiscal 2010 Net Sales Revenue Compared to Fiscal 2009:

 

Net sales in our Personal Care segment increased 0.4 percent, or $1.91 million, to $449.15 million in fiscal 2010 compared to $447.24 million in fiscal 2009.  Net sales revenue from acquisitions included $4.81 million of net sales revenue from our Ogilvie products acquisition, which represents 7.7 months of Olgilvie’s fiscal 2010 net sales revenue through the first anniversary of their acquisition, and $34.19 million of net sales revenue from our Infusium acquisition, which represented 11 months of net sales revenue of Infusium products since acquisition.  Net sales revenue increases due to the Infusium and Ogilvie acquisitions were mostly offset due to the following factors:

 

·      Continued declines in consumer spending throughout the year as a result of the difficult economic environment.  When consumers did spend, the general trend was to trade down to lower price points.

 

·      Our largest declines occurred in the straightening iron category, while sales in the curling iron category remained relatively flat due in part to a resurgence of soft curls as a women’s fashion trend.

 

·      An unfavorable impact of net foreign exchange losses of $6.26 million, when compared to fiscal 2009.  Most of this currency impact affected our appliance business sales in the Personal Care segment.

 

·      Contraction of our retail selling base, particularly smaller regional multi-store and individual accounts due to consolidation, bankruptcy and closures in a weak economy.

 

·      The loss of some appliance placement due to branded and private label competition.

 

Housewares

 

Our Housewares segment reports the operations of OXO, whose products include kitchen tools, cutlery, bar and wine accessories, household cleaning tools, food storage containers, tea kettles, trash cans, storage and organization products, gardening tools, kitchen mitts and trivets, barbeque tools, rechargeable lighting products, baby and toddler care products.

 

Fiscal 2011 Net Sales Revenue Compared to Fiscal 2010:

 

Net sales revenue in our Housewares segment increased 9.2 percent, or $18.21 million, to $216.68 million in fiscal 2011 compared to $198.48 million in fiscal 2010.  Increased unit net sales volume contributed 7.6 percent to net sales revenue growth and higher average unit selling prices contributed 1.6 percent to net sales revenue growth.  We experienced growth both internationally and domestically with a disproportionate amount of the growth continuing to occur domestically.  Key drivers of this growth include increases in food preparation and bath categories, contributing $14.70 and $3.06 million in net sales revenue growth, respectively, when compared to the prior year.

 

Future net sales revenue growth in this segment of our business continues to be dependent on new product innovation, continued product line expansion, new sources of distribution, and geographic expansion.  The growth rate in the Housewares segment was slower in fiscal 2011 compared to recent years due to the continued maturation of its domestic markets and certain delays in new product introductions.  While we believe in the segment’s organic growth potential, we remain cautious about its ability to sustain the pace of net sales revenue growth that it has historically experienced. We expect net sales revenue annual growth rates for the segment to stabilize around mid to high single digits in fiscal 2012.

 

Fiscal 2010 Net Sales Revenue Compared to Fiscal 2009:

 

Net sales revenue in our Housewares segment increased 13.1 percent, or $22.97 million, to $198.48 million in fiscal 2010 compared to $175.50 million in fiscal 2009.  Increased unit net sales volume contributed 7.7 percent to net sales revenue growth and higher average unit selling prices contributed 5.4 percent to net sales revenue growth.  We

 

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Table of Contents

 

experienced growth both internationally and domestically with a disproportionate amount of the growth occurring domestically.  Key drivers of this growth are as follows:

 

·      We began significant shipments of our line of modular wet food storage containers, which complemented our existing line of dry food storage containers introduced late in fiscal 2008.  In fiscal 2010, wet food storage containers accounted for $2.34 million of new product net sales revenue, while dry food containers continued to gain market share and accounted for incremental net sales revenue of $11.61 million over fiscal 2009.  Other new product introductions accounted for approximately $6.73 million in incremental net sales revenue.

 

·      New distribution contributed $2.12 million in net sales revenue growth, while organic growth within existing accounts contributed the balance of the Housewares segment’s net sales revenue increase.

 

Healthcare / Home Environment:

 

The Healthcare / Home Environment segment includes two months of operating results from Kaz, which we acquired on December 31, 2010.  Net sales for the two months of its operation during fiscal 2011 were $69.15 million.  The Healthcare / Home Environment segment’s overall seasonal sales pattern is very similar to the Company’s historical combined sales pattern.

 

Geographic Net Sales Revenue:

 

The following table sets forth, for the periods indicated, our net sales revenue by geographic region, in U.S. Dollars, as a percentage of net sales revenue, and the year-over-year percentage change in each region.

 

 

 

Fiscal Years Ended (in thousands)

 

% of Sales Revenue, net (1)

 

% Change

 

 

 

2011

 

2010

 

2009

 

2011

 

2010

 

2009

 

11/10

 

10/09

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales revenue, net by geographic region

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

$619,378

 

$

511,027

 

$

476,147

 

79.7%

 

78.9%

 

76.5% 

 

21.2

%

7.3

%

Canada

 

40,714

 

28,874

 

28,325

 

5.3%

 

4.5%

 

4.5% 

 

41.0

%

1.9

%

Europe and other

 

78,720

 

68,723

 

76,419

 

10.1%

 

10.6%

 

12.3% 

 

14.5

%

-10.1

%

Latin America

 

38,231

 

39,002

 

41,854

 

4.9%

 

6.0%

 

6.7% 

 

-2.0

%

-6.8

%

Total sales revenue, net

 

$777,043

 

$

647,626

 

$

622,745

 

100.0%

 

100.0%

 

100.0% 

 

20.0

%

4.0

%

 

(1)

Percentages of net sales revenue by geographic region are computed as a percentage of the geographic region’s net sales revenue to consolidated total net sales revenue.

 

In fiscal 2011, the U.S. contributed 16.7 percentage points to growth in our consolidated net sales revenue or $108.35 million.  International (Canada, Europe and other, and Latin America) operations contributed 3.3 percentage points to our consolidated net sales revenue growth, or $21.07 million.  Canadian operations accounted for a 1.8 percentage point increase in our consolidated net sales revenue, or $11.84 million.  Europe and other country operations accounted for a 1.5 percentage point increase in our consolidated net sales revenue, or $10.00 million.  Latin American operations accounted for a 0.1 percentage point decrease in our consolidated net sales revenue, or $0.77 million. Our Latin American and European operations continued to be negatively impacted by unfavorable local economies, which are recovering at a slower rate than that of the U.S.  Our international net sales revenue performance included the negative effects of year over year foreign exchange fluctuations on net sales revenue of $3.62 million in fiscal 2011, principally due to the weakening of most foreign currencies, with the exception of the Canadian Dollar and Mexican Peso, against the U.S. Dollar.  In fiscal 2011, Canada, Europe and other, and Latin American regions accounted for approximately 26, 50 and 24 percent of international net sales revenue, respectively.

 

In fiscal 2010, the U.S. contributed 5.6 percentage points to growth in our consolidated net sales revenue or $34.88 million, while international operations accounted for a 1.6 percentage point decline. Latin American operations accounted for a 0.5 percentage point decline in our consolidated net sales revenue, or $2.85 million.  Canadian operations

 

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accounted for a 0.1 percentage point increase in our consolidated net sales revenue, or $0.55 million.  Europe and other country operations accounted for a 1.2 percentage point decrease in our consolidated net sales revenue, or $7.70 million. Our Latin American and European operations, in particular their appliance categories, were negatively affected by the impact of slower economic growth when compared with the U.S.  Our international net sales revenue performance included the negative effects of year over year foreign exchange fluctuations on net sales revenue of $6.26 million in fiscal 2010, principally due to the weakening of the British Pound and the Mexican Peso against the U.S. Dollar.  In fiscal 2010, Canada, Europe and other, and Latin American regions accounted for approximately 21, 50 and 29 percent of international net sales revenue, respectively.

 

Gross Profit Margins:

 

Gross profit, as a percentage of net sales revenue, increased to 44.9 percent in fiscal 2011 from 43.1 percent in fiscal 2010.  The primary components of the improvement are as follows:

 

·      the impact of commodity price decreases in fiscal 2010 that continue to cycle through cost of goods sold; and

 

·      a change in sales mix as grooming, skin care and hair care solutions products, with comparatively higher margins, became a more significant portion of the Company’s overall net sales revenue, particularly as a result of our more recent brand acquisitions.

 

Our product sourcing mix is heavily dependent on imports from China.  During fiscal 2011, the Chinese Renminbi appreciated approximately four percent against the U.S. Dollar.  China has suggested that it may change its currency intervention strategy with respect to the U.S. Dollar, which would likely result in a faster rate of appreciation against the U.S. Dollar and increase our product costs over time.  In addition, there has been inflationary pressure on raw material, labor and inbound transportation costs.  Accordingly, we remain cautious about the expectation of sustained gross profit margin improvement in fiscal 2012.  Additionally, because the Healthcare / Home Environment segment operates on lower gross profit margins than those of our other segments, we expect that, in future periods, overall consolidated gross profit margin will be diluted by the Kaz acquisition.  For additional information, see Item 1A., “Risk Factors”, under the sub-headings: “We are dependent on third-party manufactures, most of which are located in the Far East, and any inability to obtain products from such manufacturers could have a material adverse effect on our business, financial condition and results of operations”, “High costs of raw materials and energy may result in increased cost of goods sold and certain operating expenses and adversely affect our results of operations and cash flow” and “Our operating results may be adversely affected by foreign currency exchange rate fluctuations, trade barriers, exchange controls, expropriations and other risks associated with foreign operations”.

 

Gross profit, as a percentage of net sales revenue, increased to 43.1 percent in fiscal 2010 from 41.0 percent in fiscal 2009.  The primary components of the improvement are as follows:

 

·      commodity price decreases early in fiscal 2010 that began to cycle through cost of goods sold in the second half of the fiscal year;

 

·      a decrease in inbound freight costs;

 

·      lower sourcing overhead as a result of the streamlining of our Far East sourcing operations;

 

·      customer price increases and product mix improvements in the Housewares segment; and

 

·      the impact of the Infusium and Ogilvie acquisitions, which have comparatively higher margins than the core business.

 

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Selling, general and administrative expense (“SG&A”):

 

SG&A increased to 30.3 percent of net sales revenue in fiscal 2011 from 29.2 percent in fiscal 2010.  SG&A increased primarily due to higher advertising expense in support of new product acquisitions in our Personal Care segment and higher intangible asset amortization as a result of recent acquisitions.  Advertising expense was $34.99 million, or 4.5 percent of net sales revenue, in fiscal 2011, compared to $20.77 million, or 3.2 percent of net sales revenue, in fiscal 2010.  Intangible asset amortization expense was $9.89 million, or 1.3 percent of net sales revenue, in fiscal 2011, compared to $6.13 million, or 0.9 percent of net sales revenue, in fiscal 2010.

 

We continue to strive to improve our operations and processes, which we believe will ultimately help drive down costs.  We believe our competitive position and the long-term health of our business depends on fulfillment and transportation excellence.  Our operations have become increasingly intertwined with our retailers, especially large retailers. The breadth and complexity of the packaging, handling and shipping services continue to escalate in order for us keep our current customers and to pursue opportunities to increase market share.  Consequently, it has become increasingly more expensive to do business with many of our customers, and we expect this trend to continue.  Our Mississippi and Tennessee distribution centers operate near full capacity.  Together, they shipped approximately 72 percent of our consolidated gross sales volume during fiscal 2011.  We may experience capacity constraints during peak shipping periods, should we continue to grow our sales revenue through either organic growth or acquisitions. These and other factors, including the costs of integrating Kaz, the risks related to attaining additional operating synergies from the Kaz acquisition, and the ongoing complexities of converting our ERP system to a more updated version of our software provider’s system, with the attendant risks of project delays or deployment disruptions, could cause delays in the delivery of our products and increases in shipping and storage costs.  Accordingly, we are cautious about the expectation of SG&A cost improvements in fiscal 2012.

 

SG&A decreased to 29.2 percent of net sales revenue in fiscal 2010 from 30.2 percent in fiscal 2009.  A decrease in advertising expense to $20.77 million, or 3.2 percent of net sale revenue in fiscal 2010, compared to $24.45 million, or 3.9 percent of revenue in fiscal 2009, was the most significant reason for the decline.  Additional operating cost improvements in 2010 were partially offset by increases in incentive compensation expense due to year-over-year improvement in overall financial results and higher intangible asset amortization as a result of acquisitions.

 

Operating income before impairments by segment:

 

Operating income before impairments by segment for fiscal 2011, 2010 and 2009 was as follows:

 

 

 

Fiscal Years Ended (in thousands)

 

% of Sales Revenue, net (1)

 

% Change

 

 

 

2011

 

2010

 

2009

 

2011

 

2010

 

2009

 

11/10

 

10/09

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personal Care

 

$

63,368

 

$

46,515

 

$

41,432

 

12.9%

 

10.4%

 

9.3%

 

36.2%

 

12.3

%

Housewares

 

46,017

 

43,754

 

25,626

 

21.2%

 

22.0%

 

14.6%

 

5.2%

 

70.7

%

Healthcare / Home Environment (two months in 2011)

 

4,520

 

-    

 

-    

 

6.5%

 

*   

 

*   

 

*   

 

*

 

Total operating income before impairments

 

$

113,905

 

$

90,269

 

$

67,058

 

14.7%

 

13.9%

 

10.8%

 

26.2%

 

34.6

%

 

*    Calculation is not meaningful

 

(1) Percentages by segment are computed as a percentage of the segments’ net sales revenue.

 

Operating income before impairments for each operating segment is computed based on net sales revenue, less cost of goods sold and any SG&A associated with the segment. The SG&A used to compute each segment’s operating profit are comprised of SG&A directly associated with the segment, plus overhead expenses that are allocable to the operating segment.  The two months operations of the Healthcare / Home Environment segment’s operations included in our fiscal 2011 consolidated statement of income do not include any allocation of corporate overhead.  As the Healthcare / Home Environment segment is further integrated into our operating structure, we expect to make an allocation of corporate overhead to it.  When we decide such allocations are appropriate, there may be some reduction in the operating income of the Healthcare / Home Environment segment offset by increases in operating income of the Personal Care and

 

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Housewares segments.  The extent of this potential operating income impact between the segments has not yet been determined.

 

Personal Care

 

The Personal Care segment’s operating income before impairments increased $16.85 million, or 36.2 percent, for fiscal 2011 compared to fiscal 2010.

 

The increase in operating income before impairments in fiscal 2011 when compared to fiscal 2010, was primarily due to an overall improvement in gross margin combined with the favorable impact of the Pert Plus, Sure and Infusium acquisitions on the sales and profitability of our domestic grooming, skin care and hair care solutions products lines.

 

The increase in operating income before impairments in fiscal 2010 when compared to fiscal 2009, was primarily due to a slight increase in net sales revenue and an overall decrease in cost of goods sold, partially offset by increased SG&A costs.

 

Housewares

 

The Housewares segment’s operating income before impairments increased $2.26 million, or 5.2 percent, for fiscal 2011 compared to fiscal 2010.  Lower operating income growth when compared to the growth in the prior fiscal year was due to higher operating expenses and a slight overall decrease in gross margin due to higher than usual close-out sales, increased inbound freight and commodity costs and product mix changes.

 

The Housewares segment’s operating income before impairment increased $18.13 million, or 70.7 percent, for fiscal 2010 compared to fiscal 2009.  The operating income increase in fiscal 2010 when compared to fiscal 2009 was primarily due to the combined effects of higher net sales revenue due to increased unit volume and unit selling price increases, certain unit cost of goods sold reductions and lower bad debt expense due to the impact of the Linens ‘n Things bankruptcy in fiscal 2009.

 

Healthcare / Home Environment

 

The Healthcare / Home Environment segment reports two months of operating results from Kaz, which we acquired on December 31, 2010.  The segment operates on lower overall gross margins than the Personal Care and Housewares segments, which is the principal reason for its lower overall operating profit.  In addition, the size and weight of the product shipped, particularly in the home environment product categories, results in higher overall outbound freight charges as a percentage of net sales revenue than those incurred in the Personal Care and Housewares segments.

 

Impairment charges:

 

The Company conducts its annual test of impairment of goodwill and indefinite-lived intangible assets in the first quarter of each fiscal year. The Company also tests for impairment if events or circumstances indicate a more frequent evaluation is necessary.

 

Impairments in the Fourth Quarter of Fiscal 2011 -  In the Housewares segment, as a result of continued net sales revenue declines associated with rechargeable lighting products, management performed a reassessment of the category’s long-term earnings prospects and decided to exit the category.  As a result, the Company wrote down the carrying value of the associated inventory, and wrote off all related trademark and patent costs. The various adjustments were recorded as a non-cash impairment charge of $0.75 million ($0.70 million after tax). In the Personal Care segment, based upon continued net sales revenue declines and the future market growth prospects for certain professional product trademarks, the Company performed interim impairment testing using a revised outlook for the brands.  As a result of its testing, the Company recorded a non-cash impairment charge of $0.91 million ($0.89 million after tax).  The charge was related to trademarks, which were written down to fair value, determined on the basis of future discounted cash flows using the relief from royalty valuation method.

 

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Annual Impairment Testing in the First Quarter of Fiscal 2011 - The Company performed its annual evaluation of goodwill and indefinite-lived intangible assets for impairment during the first quarter of fiscal 2011.  As a result of its testing, the Company recorded a non-cash impairment charge of $0.50 million ($0.49 million after tax).  The charge was related to trademarks in our Personal Care segment that were written down to fair value, determined on the basis of future discounted cash flows using the relief from royalty valuation method.

 

Impairments in the Second Quarter of Fiscal 2010 - During the fiscal quarter ended August 31, 2009, a significant customer decided to discontinue carrying a trademarked line of certain skin care products.   Sales to this customer accounted for a substantial portion of the total sales of the trademark, and accordingly, non-cash impairment charges were recorded to write off the remaining $0.90 million ($0.89 million after tax) in carrying value of the associated trademark.

 

Annual Impairment Testing in the First Quarter of Fiscal 2010 - The Company performed its annual evaluation of goodwill and indefinite-lived intangible assets for impairment during the first quarter of fiscal 2010.  As a result of its testing, the Company concluded no further impairments had occurred since the fourth quarter of fiscal 2009, when interim testing was performed and a total non-cash impairment charge of $99.51 million ($99.06 million after tax) was recorded.

 

Additional Impairment Testing in the Fourth Quarter of Fiscal 2009 – As a result of the continued deterioration of economic conditions during the second half of fiscal 2009, the Company evaluated the impact of these conditions and other developments on its reporting units to assess whether impairment indicators were present that would require interim impairment testing.  During the latter half of the third quarter of fiscal 2009, the Company’s total market capitalization began to decline below the Company’s consolidated stockholders’ equity balance at November 30, 2008.  When the Company’s total market capitalization remains below its consolidated stockholders’ equity balance for a sustained period of time, this may be an indicator of potential impairment of goodwill and other intangible assets.  Because this condition continued throughout the balance of the fourth quarter of fiscal 2009, the Company determined that the carrying amount of our goodwill and other intangible assets might not be recoverable and performed additional impairment testing as of February 28, 2009.

 

In total, we recorded non-cash impairment charges of $99.51 million ($99.06 million after tax) in the fourth quarter of fiscal 2009.  This consisted of non-cash, pre-tax impairment charges of $46.49 million against goodwill and $2.75 million against a trademark in our Personal Care segment’s Appliances and Accessories reporting unit and $50.27 million against certain trademarks and an indefinite-lived license held by our Grooming, Skin Care and Hair Care Solutions reporting unit.  The impairment for these reporting units was due to a decrease in the fair value of forecasted cash flows, and other market conditions reflecting the continued deterioration of the domestic and global economies and the declines in retail sales activity.

 

For fiscal 2009, no impairment charges were required for our Housewares segment as this reporting unit’s estimated fair value of total net assets including recorded goodwill, trademarks and other intangible assets, exceeded their carrying values as of the date of the evaluation.  We acquired the Housewares reporting unit on June 1, 2004.  Since that time, it has experienced annual growth rates ranging from 6.9 to 26.0 percent with an average annual compound revenue growth rate of 15 percent over the last five years.  This reporting unit generated operating income as a percentage of net sales revenue ranging from 14.6 to 27.9 percent from fiscal 2005 to fiscal 2009, which was significantly higher than comparable percentages in our other reporting units over the same periods.  While considering the relative strength of Housewares reporting unit’s revenue and earnings metrics, we assumed a normal range of new product introductions and line extensions in the reporting unit based on historical levels, and that benefits from operating leverage will continue to allow for compound earnings growth rates that are appreciably higher than compound revenue growth rates.

 

Management believes that a significant portion of the decline in the Company’s common stock price in the period of time surrounding February 28, 2009 was related to the deterioration in general economic conditions, a loss of consumer confidence, and instability in the financial markets, and is not reflective of the combined underlying future cash flows of the reporting units.

 

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Annual Impairment Testing in the First Quarter of Fiscal 2009 - The Company performed its annual impairment tests of its goodwill and trademarks during the first quarter of fiscal 2009.  This resulted in non-cash impairment charges of $7.76 million ($7.61 million after tax) on certain intangible assets associated with our Personal Care segment recognized during the first quarter of fiscal 2009.  The charges were recorded in the Company’s consolidated statements of income as a component of operating income (loss).  The impairment charges reflected the amounts by which the carrying values of the associated assets exceeded their estimated fair values at the time of the analysis.  The fair values of the assets were primarily determined using discounted cash flow models.  The decline in the fair value of the affected trademarks described above resulted from lower sales expectations on certain lower volume brands as a result of management’s strategic decision to reduce advertising and other resources dedicated to those brands, combined with a lower overall expectation of net sales revenue driven by our near-term outlook for the economy and projected declines in consumer retail spending levels.

 

Interest expense and Nonoperating income (expense):

 

Interest expense decreased to $9.69 million in fiscal 2011 compared to $10.31 million in fiscal 2010.  The decrease in interest expense was principally due to lower overall average amounts of debt outstanding in fiscal 2011 compared to fiscal 2010 prior to the acquisition of Kaz on December 31, 2010.  The Kaz acquisition was financed with $194.00 million of floating-rate short- and fixed-rate long-term debt.  As a result, we expect higher interest costs in fiscal 2012.

 

Interest expense decreased to $10.31 million in fiscal 2010 compared to $13.69 million in fiscal 2009.  The decrease in interest expense was principally due to lower amounts of debt outstanding due to the scheduled retirement of $78.00 million of long-term debt during the year, when compared to fiscal 2009.

 

Nonoperating income was $0.58, $1.05 and $2.44 million in fiscal 2011, 2010 and 2009, respectively.  The following schedule shows key components of nonoperating income (expense):

 

 

 

Fiscal Years Ended (in thousands)

 

% of Sales Revenue, net (1)

 

% Change

 

 

 

2011

 

2010

 

2009

 

2011

 

2010

 

2009

 

11/10

 

10/09

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nonoperating income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

532

 

$

566

 

$

2,719

 

0.1%

 

0.1%

 

0.4%

 

-6.0%

 

-79.2

%

Realized and unrealized gain (losses) on securities

 

4

 

420

 

(201

)

0.0%

 

0.1%

 

0.0%

 

*   

 

*

 

Miscellaneous other income (expense), net

 

41

 

60

 

(80

)

0.0%

 

0.0%

 

0.0%

 

-31.7%

 

*

 

Total nonoperating income

 

$

577

 

$

1,046

 

$

2,438

 

0.1%

 

0.2%

 

0.4%

 

-44.8%

 

-57.1

%

 

*    Calculation is not meaningful

 

(1) Sales percentages are computed as a percentage of total net sales revenue.

 

Interest income, while essentially flat for fiscal 2011 compared to fiscal 2010, decreased to $0.57 million in fiscal 2010 compared to $2.72 million in fiscal 2009 due to a combination of lower average levels of investable funds on hand during fiscal 2010 and comparatively lower interest rates earned during the year when compared to fiscal 2009.

 

Income tax expense:

 

Our fiscal 2011, 2010 and 2009 income tax expense was $9.32, $8.29 and $5.33 million, respectively, and our effective tax rates were 9.1, 10.3 and 10.4 percent, respectively.  In any given year, there may be significant transactions or events that are incidental to our core businesses and that by a combination of their nature and jurisdiction, can have a disproportionate impact on our reported effective tax rates.  Without these transactions, the trend in our effective tax rates would follow a more normalized pattern.  The decrease in our effective tax rate in fiscal 2011 compared to fiscal 2010 is due primarily to the reversal of reserves for uncertain tax positions, based on settlements with tax authorities and the lapse of the statute of limitations.

 

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Net Income:

 

Our net income was $93.31 million for fiscal 2011 compared to $71.82 million for fiscal 2010.  Our diluted earnings per share increased $0.66 to $2.98 for fiscal 2011 compared to a $2.32 for fiscal 2010.

 

Our net income was $71.82 million for fiscal 2010 compared to a net loss of $56.79 million for fiscal 2009.  Our diluted earnings per share was $2.32 for fiscal 2010 compared to a diluted loss per share of ($1.88).

 

FINANCIAL CONDITION, LIQUIDITY, AND CAPITAL RESOURCES

 

Selected measures of our liquidity and capital resources for fiscal years ended 2011 and 2010 are shown below:

 

 

 

Fiscal Years Ended

 

 

 

2011

 

2010

 

 

 

 

 

 

 

Accounts Receivable Turnover (Days) (1)

 

64.7

 

65.3

 

Inventory Turnover (Times) (1)

 

2.7

 

2.5

 

Working Capital (in thousands)

 

$121,510

 

$254,060

 

Current Ratio

 

1.4 : 1

 

3.4 : 1

 

Ending Debt to Ending Equity Ratio (2)

 

44.1%

 

23.0%

 

Return on Average Equity (1)

 

14.8%

 

13.2%

 

 

(1)

Accounts receivable turnover, inventory turnover and return on average equity computations use 12 month trailing net sales revenue, cost of goods sold or net income components as required by the particular measure. The current and four prior quarters’ ending balances of accounts receivable, inventory and equity are used for the purposes of computing the average balance component as required by the particular measure.

 

 

(2)

Debt is defined as all debt outstanding at the balance sheet date. This includes the sum of the following lines on our consolidated balance sheets: “Revolving line of credit”,”Long-term debt, current maturities” and “Long-term debt, excluding current maturities.” For further information regarding this financing, see Notes (6), (8), (10), (11) and (12) to our consolidated financial statements and our discussion below under “Financing Activities.”

 

Operating Activities:

 

Operating activities provided $87.43 million of cash during fiscal 2011 compared with $152.10 million in fiscal 2010.  The decrease in operating cash flow was principally due to the timing of fluctuations in working capital components, particularly an increase in inventory, exclusive of acquisitions, when compared year-over-year.

 

Our accounts receivable increased $78.68 million to $188.40 million at the end of fiscal 2011, due in large part to the Kaz acquisition.  Our accounts receivable turnover improved slightly to 64.7 days from 65.3 days in fiscal 2010.

 

Inventory increased $93.21 million to $217.23 million at the end of fiscal 2011, while our inventory turnover improved slightly to 2.7 times per year from 2.5 times per year in fiscal 2010.  The increase in inventory was due to the addition of $67.30 million in inventories from acquired businesses during fiscal 2011.

 

Working capital decreased to $121.51 million at the end of fiscal 2011, compared to $254.06 million at the end of fiscal 2010.  Our current ratio decreased to 1.4:1 at the end of fiscal 2011, compared to 3.4:1 at the end of fiscal 2010. The decrease in our working capital and current ratio was primarily due to the following activities:

 

·      $50.00 million of long-term debt scheduled to mature in June 2011, which became classified as a current liability during the quarter ended August 31, 2010;

 

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·      The use of $146.50 million of cash generated from operations to fund business acquisitions during the fiscal year; and

 

·      An increase of $71.00 million in short-term debt, which was used to finance the Kaz acquisition.

 

Operating activities provided $152.10 million of cash during fiscal 2010 compared with $21.93 million in fiscal 2009.  The increase in operating cash flow was principally due to the combination of higher net income in fiscal 2010 compared to fiscal 2009, after excluding the impact of non-cash impairment charges from both 2010 and 2009,  lower inventory and higher accounts payable and accrued expenses at the end of fiscal 2010 when compared to the same balances at end of fiscal 2009.

 

In fiscal 2010, our accounts receivable increased $6.17 million to $109.72 million while our accounts receivable turnover improved to 65.3 days from 68.3 days in fiscal 2009.

 

Inventories decreased $45.76 million to $124.02 million at the end of fiscal 2010 when compared to $169.78 million at the end of fiscal 2009.  Ending fiscal 2009 inventories were much higher than normal due to weak sales in the second half of fiscal 2009.  Particularly, in the third quarter of fiscal 2009, retailers reduced their inventories to historically low levels in anticipation of a weak promotional holiday selling season.   It was our plan, as stated in our annual report for fiscal 2009, to reduce our inventories from 2009 levels throughout fiscal 2010 and we believe we executed well against this plan.

 

Working capital increased to $254.06 million at the end of fiscal 2010, compared to $233.22 million at the end of fiscal 2009.  Our current ratio increased to 3.4:1 at the end of fiscal 2010, compared to 2.4:1 at the end of fiscal 2009. The increase in our working capital and current ratio was primarily caused by positive cash provided by operating activities during fiscal 2010 and the payoff of our $75.00 million, 5 year Senior Notes that matured in June 2009, which were classified as a current liability at February 28, 2009, partially offset by a reduction in inventories.

 

Investing Activities:

 

In fiscal 2011, investing activities used $340.44 million of cash compared with $66.43 million used in fiscal 2010 and $32.38 million provided in fiscal 2009.

 

Significant highlights of our fiscal 2011 investing activities:

 

·      We spent $2.26 million on molds and tooling, $1.20 million on information technology infrastructure, $0.36 million on internally developed patents and $0.81 million on recurring capital additions and replacements.

 

·      We spent $69.00 million to acquire certain assets, trademarks, customer lists, distribution rights, patents, goodwill, and formulas of the Pert Plus hair care and Sure antiperspirant and deodorant business for our Personal Care segment.

 

·      We paid $271.50 million to acquire Kaz, including our current estimate for working capital adjustments, which became a new reporting segment that gave us entry into the healthcare and home environment product categories.

 

·      We liquidated $0.35 million of ARS at par.

 

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Significant highlights of our fiscal 2010 investing activities:

 

·      We spent $2.67 million on molds and tooling, $3.59 million on information technology infrastructure, including $2.46 million principally to purchase additional ERP software licenses.

 

·      We spent $60.00 million to acquire certain assets, trademarks, customer lists, distribution rights, patents, goodwill, and formulas of the Infusium hair care products line for our Personal Care segment.

 

·      We sold substantially all of our trading securities, generating $1.00 million in cash, and liquidated $0.25 million of ARS at par.

 

Significant highlights of our fiscal 2009 investing activities:

 

·      We spent $1.51 million on molds and tooling, $1.09 million on information technology infrastructure and $2.11 million on building improvements, primarily for new office space for our Housewares segment.

 

·      We spent $4.77 million to acquire the Ogilvie trademark for our Personal Care segment.

 

·      We liquidated $41.18 million of investments in ARS at par.

 

·      We received net proceeds from the sale of property, plant and equipment, primarily from the sale of fractional shares in two corporate jets, of approximately $2.61 million.

 

Financing Activities:

 

During fiscal 2011, financing activities provided $170.00 million of cash compared to $78.13 and $9.48 million used in fiscal 2010 and fiscal 2009, respectively.

 

Significant highlights of our fiscal 2011 financing activities:

 

·      We entered in to a new revolving credit agreement borrowing $94.00 million to partially fund the Kaz acquisition, partially offset by subsequent repayments of $23.00 million of the principal amount borrowed.

 

·      We issued $100.00 million in new senior notes to partially fund the Kaz acquisition.

 

·      We incurred $3.90 million in debt acquisition costs in connection with the financing transactions highlighted above.

 

·      We paid a $3.00 million principal installment on our fixed rate senior debt.

 

·      Employees and directors exercised options to purchase 318,401 shares of common stock in cash transactions, providing $7.12 million of cash and related tax benefits.  Employees also purchased 24,601 shares of common stock through our employee stock purchase plan, providing $0.48 million of cash.

 

·      We repurchased and retired 80,000 shares of common stock at a total purchase price of $1.80 million, for a $22.49 per share average price.

 

Significant highlights of our fiscal 2010 financing activities:

 

·      We repaid $78.00 million of principal on senior notes.

 

·      We repurchased and retired 47,648 shares of common stock at a total purchase price of $0.42 million, for an $8.80 per share average price.

 

·      Employees and directors exercised options to purchase 141,800 shares of common stock in cash transactions, providing $2.19 million of cash and related tax benefits.  Employees also purchased 28,782 shares of common stock through our employee stock purchase plan, providing $0.35 million of cash.

 

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·      In addition, options to purchase 2,000,000 shares of common stock were exercised during the year in non-cash transactions in which our chief executive officer tendered 1,438,109 shares of common stock having a market value of $30.15 million as payment of the exercise price and related federal tax obligations for the exercise of options.  The exercise of these options resulted in the payment of $7.17 million of related federal income and payroll taxes and resulted in $4.83 million in tax benefits.

 

Significant highlights of our fiscal 2009 financing activities:

 

·      We paid a $3.00 million principal installment on our fixed rate senior debt.

 

·      Employees and directors exercised options to purchase 47,907 shares of common stock, providing $0.52 million in cash and related tax benefits.  Employees also purchased 30,743 shares of common stock through our employee stock purchase plan, providing $0.34 million of cash.

 

·      We purchased and retired a total of 574,365 shares of common stock on the open market at a total purchase price of $7.42 million.

 

Revolving Credit Agreement and Other Debt Agreements:

 

In June 2004, we entered into a Credit Agreement (the “2004 RCA”) with Bank of America, N.A. that provided for a total revolving commitment of up to $50.00 million. On December 30, 2010, we terminated the 2004 RCA in connection with our acquisition of Kaz, and entered into a new Credit Agreement (the “2010 RCA”) with Bank of America, N.A. For additional information regarding the terms and conditions of the 2010 RCA, see Note (6) to the accompanying consolidated financial statements.   For additional information regarding our acquisition of Kaz, see Note (5) to the accompanying consolidated financial statements.

 

The 2010 RCA provides for an unsecured revolving commitment of up to $150.00 million, subject to the terms and limitations described below.  The commitment under the 2010 RCA terminates on December 30, 2015.  We also simultaneously entered into a $100.00 million unsecured Term Loan Credit Agreement (the “TLCA”) with Bank of America, N.A.  The TLCA was short-term bridge financing, which was subsequently repaid on January 12, 2011 using the proceeds of new long-term financing described below.  The following table summarizes the sources and consideration paid for Kaz, including an adjustment for estimated closing date working capital.

 

KAZ - SOURCES OF CONSIDERATION PAID AT DECEMBER 31, 2010

(in thousands)

 

 

 

 

Cash

 

$

77,498

 

Advances under the 2010 RCA

 

94,000

 

Loans under the TLCA

 

100,000

 

Total consideration paid

 

$

271,498

 

 

Borrowings under the 2010 RCA accrue interest at a “Base Rate” plus a margin of 0.25 to 1.375 percent per annum based on the Leverage Ratio (as defined in the 2010 RCA) at the time of borrowing.  The base rate is equal to the highest of the Federal Funds Rate (as defined in the 2010 RCA) plus 0.50 percent, Bank of America’s prime rate or the one month LIBOR rate plus 1 percent.  Alternatively, if we elect, borrowings accrue interest based on the respective 1, 2, 3, or 6-month LIBOR rate plus a margin of 1.25 to 2.375 percent per annum based upon the Leverage Ratio at the time of the borrowing. We incur loan commitment fees at a rate ranging from 0.30 to 0.50 percent per annum on the unused balance of the 2010 RCA.  We incur letter of credit fees under the 2010 RCA at a rate ranging from 1.25 to 2.375 percent per annum on the face value of any letter of credit.  Outstanding letters of credit reduce the borrowing availability under the 2010 RCA on a dollar for dollar basis.  The TLCA accrues interest at the “Base Rate” plus a margin of 2.00 percent per annum, or alternatively, if we elect, at the one month LIBOR rate plus a margin of 3.00 percent per annum.  The 2010

 

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RCA and our other debt are unconditionally guaranteed, on a joint and several basis, by the Company and certain of its subsidiaries.  As of February 28, 2011, there were $71.00 million in revolving loans and $1.30 million of open letters of credit outstanding against the 2010 RCA.  As of February 28, 2011, the amount available for borrowings under the 2010 RCA was $77.70  million.

 

On January 12, 2011, the Company and certain of its subsidiaries entered into a Note Purchase Agreement which provided for the issuance and sale of $100.00 million aggregate principal amount of 3.90% Senior Notes of Helen of Troy, L.P. (the “borrower”), due January 12, 2018 (the “Notes”). The borrower’s obligations under the Notes are unsecured, and all obligations under the Note Purchase Agreement and the Notes were unconditionally guaranteed, on a joint and several basis, by the Company and certain of its subsidiaries.  The Company used the proceeds of the Notes to repay all outstanding borrowings under the TLCA referred to above.

 

The Notes bear interest, payable semi-annually in arrears on January 12 and July 12 of each year at a rate of 3.90% per annum.  The first interest payment is due on July 12, 2011. Principal payments of $20.00 million (or, if applicable, such lesser principal amount then outstanding) are due on January 12, 2014 and each anniversary thereafter through January 12, 2017, with the remaining outstanding balance due at maturity. The borrower may redeem the Notes, in whole or in part, at any time, at a price equal to 100% of their principal amount, plus accrued and unpaid interest and a “make-whole” premium. The Notes and the Note Purchase Agreement also contain customary events of default, including failure to pay principal or interest on the Notes when due, among others. Upon an event of default under the Note Purchase Agreement or the Notes, the holders may, among other things, accelerate the maturity of any amounts outstanding under the Notes.

 

In addition, at February 28, 2011, we had an aggregate principal balance of $131.00 million of term debt from prior year’s financings with varying maturities due through June 2014. All of this term debt is unconditionally guaranteed, on a joint and several basis, by the Company and certain of its subsidiaries on a joint and several basis.

 

All of our debt is unconditionally guaranteed, on a joint and several basis, by the Company and certain of its subsidiaries on a joint and several basis.  Our debt agreements require the maintenance of certain financial covenants, including a maximum leverage ratio (as that term is defined in the various agreements), a minimum interest coverage ratio (as defined in the various agreements), and a minimum consolidated net worth (as defined in the various agreements). Additionally, the agreements contain other customary covenants, including, among other things, covenants restricting the Company, except under certain conditions set forth therein, from (1) incurring debt, (2) incurring liens on any of its properties, (3) making certain types of investments (4) selling certain assets or making other fundamental changes relating to mergers and consolidations and (5) limit our ability to repurchase shares of our common stock.  As of February 28, 2011, all our debt agreements effectively limited our ability to incur more than an estimated $176.77 million of additional debt from all sources, including draws on the 2010 RCA.  We are currently in compliance with the terms of our debt agreements.

 

In connection with the new debt agreements, the Company incurred $3.90 million in new debt acquisition costs that will be amortized over the terms of the associated agreements.  We also wrote off $0.09 million of unamortized deferred finance fees associated with the terminated 2004 RCA.

 

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Contractual Obligations:

 

Our contractual obligations and commercial commitments, as of the end of fiscal 2011 were:

 

PAYMENTS DUE BY PERIOD - TWELVE MONTHS ENDED THE LAST DAY OF FEBRUARY

(in thousands)

 

 

 

 

2012

 

2013

 

2014

 

2015

 

2016

 

After

 

 

 

Total

 

1 year

 

2 years

 

3 years

 

4 years

 

5 years

 

5 years