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Helen of Troy Limited Reports Third Quarter Fiscal Year 2016 Results

January 7, 2016 4:01 PM

EL PASO, Texas--(BUSINESS WIRE)-- Helen of Troy Limited (NASDAQ, NM: HELE), designer, developer and worldwide marketer of consumer brand-name housewares, health and home, nutritional supplement and beauty products, today reported results for the three-month period ended November 30, 2015.

Julien R. Mininberg, Chief Executive Officer, stated: “We are pleased with our third quarter performance, which we believe has us solidly on track to achieve our annual goals. Sales grew 2.3% despite a foreign currency drag of 2.0% and we made further progress toward our seven key strategic priorities that are guiding our multi-year transformation. We are seeing improved organic growth from our efforts to improve innovation, which led to strong growth in the Health & Home segment despite foreign currency exposure and the comparison to a strong performance in the third quarter last year. In our Beauty segment, we are seeing a favorable response to new product introductions and improved branding in appliances. Our Housewares segment’s growth included its first foray into kitchen electronics and metal bakeware. Nutritional Supplements saw a decline in the quarter, as it continues to shift emphasis from its direct mail and print newsletter subscription business to online and auto delivery. We are pleased to deliver adjusted diluted EPS of $2.07, overcoming foreign currency headwinds that have been greater than expected. Based on our performance to date and the continued progress we are making on our key initiatives, we are maintaining our full year outlook even as we have experienced a slow start to the cold and flu season, experience more significant foreign exchange pressures, and see considerable variability in the retail environment.”

As previously disclosed, the Company resolved a lawsuit brought by its former CEO, which resulted in the settlement of severance compensation due under his employment and separation agreements. The severance compensation was previously accrued and disclosed in fiscal year 2014 and was settled through the issuance of common shares of the Company on November 17, 2015. The Company also transferred ownership of a life insurance policy on the lives of its former CEO and his spouse as part of the settlement. As a result of the transfer of the policy and other expenses incurred in connection with the settlement, the Company recorded CEO succession costs of $6.71 million ($4.64 million after tax), or $0.16 per fully diluted share, in the third quarter of fiscal year 2016.

Key Highlights for the Third Quarter of Fiscal Year 2016 Compared to the Third Quarter of Fiscal Year 2015

Third Quarter of Fiscal Year 2016 Consolidated Operating Results

On an adjusted basis for the third quarter of fiscal years 2016 and 2015, excluding non-cash asset impairment charges, CEO succession costs, non-cash amortization of intangible assets, acquisition-related expenses, non‐cash share based compensation, as applicable:

First Nine Months of Fiscal Year 2016 Consolidated Operating Results

On an adjusted basis for the first nine months of fiscal years 2016 and 2015, excluding non-cash asset impairment charges, CEO succession costs, non-cash amortization of intangible assets, acquisition-related expenses, and non‐cash share based compensation, as applicable:

Balance Sheet Highlights

Subsequent Events

Today, the Company, and certain of its subsidiaries, entered into an Amended and Restated Employment Agreement with Julien Mininberg, the Company’s CEO. The new agreement, among other things, extends the term of Mr. Mininberg’s employment through February 28, 2019. Timothy Meeker, Chairman of the Board, stated, “We are delighted to have reached an agreement with Julien Mininberg to extend his tenure with the Company. The Board is very pleased with the Company’s results under Mr. Mininberg’s direction. He has embodied the leadership, vision and strategic thinking that has led to a transformation that we believe has set up the Company for continued success.”

Fiscal Year 2016 Annual Outlook

For fiscal year 2016, the Company expects consolidated net sales revenue in the range of $1.500 to $1.536 billion and diluted EPS (GAAP) in the range of $4.18 to $4.48, including after-tax non-cash asset impairment charges and CEO succession costs of $0.09 and $0.16 per share, respectively. The Company continues to expect consolidated adjusted diluted EPS (non-GAAP) to be in the range of $5.50 to $5.85, which excludes after-tax non-cash asset impairment charges, CEO succession costs, non-cash share-based compensation expense and intangible asset amortization expense.

The Company’s fiscal year 2016 outlook assumes current foreign currency exchange rates for the remainder of the fiscal year. The diluted EPS outlook is based on an estimated weighted average shares outstanding of 28.9 million for the full fiscal year 2016. Further, our outlook now assumes that the severity of the cold/flu season will likely be below historical averages, based on cold/flu incidence to date. The likelihood and potential impact of any fiscal year 2016 acquisitions other than VapoSteam, future asset impairment charges, future foreign currency fluctuations, including any potential currency devaluation in Venezuela, or further share repurchases are unknown and cannot be reasonably estimated; therefore, they are not included in the Company’s sales and earnings outlook.

As previously disclosed, in fiscal year 2015 the Company benefitted from an after-tax gain of $0.24 per share from the amendment of a license agreement, an after-tax decrease in product liability estimates of $0.05 per share and tax benefits of $0.15 per share that are not expected to repeat in fiscal year 2016. These items negatively impact the year-over-year comparison of adjusted diluted EPS by a combined $0.44.

Conference Call and Webcast

The Company will conduct a teleconference in conjunction with today's earnings release. The teleconference begins at 4:45 pm Eastern Time today, Thursday, January 7, 2016. Institutional investors and analysts interested in participating in the call are invited to dial (888) 427-9411 approximately ten minutes prior to the start of the call. The conference call will also be webcast live at: www.hotus.com. A telephone replay of this call will be available at 7:45 p.m. Eastern Time on January 7, 2016 until 11:59 p.m. Eastern Time on January 12, 2016 and can be accessed by dialing (877) 870-5176 and entering replay pin number 3323342. A replay of the webcast will remain available on the website for 60 days.

Non-GAAP Financial Measures:

The Company reports and discusses its operating results using financial measures consistent with accounting principles generally accepted in the United States of America (“GAAP”). To supplement its presentation, the Company discloses certain financial measures that may be considered non-GAAP financial measures, such as adjusted operating income, adjusted income, adjusted diluted EPS, EBITDA and adjusted EBITDA, which are presented in accompanying tables to this press release along with a reconciliation of these financial measures to their corresponding GAAP-based measures presented in the Company’s consolidated statements of income.

About Helen of Troy Limited:

Helen of Troy Limited is a leading global consumer products company offering creative solutions for its customers through a strong portfolio of well-recognized and widely-trusted brands, including: Housewares: OXO®, Good Grips®, Soft Works®, OXO tot® and OXO Steel®; Healthcare/Home Environment: Vicks®, Braun®, Honeywell®, PUR®, Febreze®, Stinger®, Duracraft® and SoftHeat®; and Beauty: Revlon®, Vidal Sassoon®, Dr. Scholl's®, Pro Beauty Tools®, Sure®, Pert®, Infusium23®, Brut®, Ammens®, Hot Tools®, Bed Head®, Karina®, Ogilvie® and Gold 'N Hot®. The Nutritional Supplements segment was formed with the acquisition of Healthy Directions, a U.S. market leader in premium doctor-branded vitamins, minerals and supplements, as well as other health products sold directly to consumers. The Honeywell® trademark is used under license from Honeywell International Inc. The Vicks®, Braun®, Febreze® and Vidal Sassoon® trademarks are used under license from The Procter & Gamble Company. The Revlon® trademark is used under license from Revlon Consumer Products Corporation. The Bed Head® trademark is used under license from Unilever PLC. The Dr. Scholl's® trademark is used under license from MSD Consumer Care, Inc.

For more information about Helen of Troy, please visit www.hotus.com.

Forward Looking Statements:

This press release may contain forward-looking statements, which are subject to change. The forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Any or all of the forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Many of these factors will be important in determining the Company's actual future results. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially from those expressed or implied in any forward-looking statements. The forward-looking statements are qualified in their entirety by a number of risks that could cause actual results to differ materially from historical or anticipated results. Generally, the words "anticipates", "estimates", "believes", "expects", "plans", "may", "will", "should", "seeks", "project", "predict", "potential", "continue", "intends", and other similar words identify forward-looking statements. The Company cautions readers not to place undue reliance on forward-looking statements. The Company intends its forward-looking statements to speak only as of the time of such statements, and does not undertake to update or revise them as more information becomes available. The forward-looking statements contained in this press release should be read in conjunction with, and are subject to and qualified by, the risks described in the Company's Form 10-K for the year ended February 28, 2015 and in our other filings with the SEC. Investors are urged to refer to the risk factors referred to above for a description of these risks. Such risks include, among others, the departure and recruitment of key personnel, the Company's ability to deliver products to our customers in a timely manner, the costs of complying with the business demands and requirements of large sophisticated customers, the Company's relationship with key customers and licensors, our dependence on the strength of retail economies and vulnerabilities to an economic downturn, expectations regarding acquisitions and the integration of acquired businesses, exchange rate risks, disruptions in U.S., European and other international credit markets, risks associated with weather conditions, the Company’s dependence on foreign sources of supply and foreign manufacturing, risks associated with the availability, purity and integrity of materials used in nutritional supplements, the impact of changing costs of raw materials and energy on cost of goods sold and certain operating expenses, the Company's geographic concentration of certain U.S. distribution facilities, which increases our exposure to significant shipping disruptions and added shipping and storage costs, the Company's projections of product demand, sales, net income and earnings per share are highly subjective and our future net sales revenue and net income could vary in a material amount from such projections, circumstances that may contribute to future impairment of goodwill, intangible or other long-lived assets, the risks associated with the use of trademarks licensed from and to third parties, the Company's ability to develop and introduce innovative new products to meet changing consumer preferences, increased product liability and reputational risks associated with the formulation and distribution of nutritional supplements, risks associated with adverse publicity and negative public perception regarding the use of nutritional supplements, trade barriers, exchange controls, expropriations, and other risks associated with foreign operations, the Company’s debt leverage and the constraints it may impose, the costs, complexity and challenges of upgrading and managing our global information systems, the risks associated with information security breaches, the increased complexity of compliance with a number of new government regulations as a result of adding nutritional supplements to the Company’s portfolio of products, the risks associated with tax audits and related disputes with taxing authorities, potential changes in laws, including tax laws, and the Company's ability to continue to avoid classification as a controlled foreign corporation.

HELEN OF TROY LIMITED AND SUBSIDIARIES

Consolidated Condensed Statements of Income and Reconciliation of Non-GAAP Financial Measures –

Adjusted Operating Income, Adjusted Income and Adjusted Diluted Earnings per Share ("EPS") (1)

(Unaudited)

(in thousands, except per share data)

Three Months Ended November 30,
2015 2014
As Reported (GAAP) Adjustments Adjusted(non-GAAP) As Reported (GAAP) Adjustments Adjusted(non-GAAP)
Sales revenue, net $ 445,503 100.0 % $ - $ 445,503 100.0 % $ 435,674 100.0 % $ - $ 435,674 100.0 %
Cost of goods sold 262,979 59.0 % - 262,979 59.0 % 254,263 58.4 % - 254,263 58.4 %
Gross profit 182,524 41.0 % - 182,524 41.0 % 181,411 41.6 % - 181,411 41.6 %
Selling, general, and administrative expense 126,891 28.5 % (6,707 ) (2) 111,114 24.9 % 116,368 26.7 % - 108,188 24.8 %
(2,209 ) (3) (1,327 ) (3)
(6,861 ) (4) (6,853 ) (4)
Asset impairment charges - - % - - - % - - % - - - %
Operating income 55,633 12.5 % 15,777 71,410 16.0 % 65,043 14.9 % 8,180 73,223 16.8 %
Nonoperating income, net 142 - % - 142 - % 87 - % - 87 - %
Interest expense (2,741 ) (0.6 ) % - (2,741 ) (0.6 ) % (4,173 ) (1.0 ) % - (4,173 ) (1.0 ) %
Total other expense (2,599 ) (0.6 ) % - (2,599 ) (0.6 ) % (4,086 ) (0.9 ) % - (4,086 ) (0.9 ) %
Income before income taxes 53,034 11.9 % 15,777 68,811 15.4 % 60,957 14.0 % 8,180 69,137 15.9 %
Income tax expense 6,256 1.4 % 3,383 (8) 9,639 2.2 % 5,580 1.3 % 1,000 (8) 6,580 1.5 %
Net income $ 46,778 10.5 % $ 12,394 $ 59,172 13.3 % $ 55,377 12.7 % $ 7,180 $ 62,557 14.4 %
Diluted EPS $ 1.63 $ 0.44 $ 2.07 $ 1.92 $ 0.25 $ 2.17
Weighted average shares of common stock
used in computing diluted EPS 28,634 - 28,634 28,824 - 28,824
Nine Months Ended November 30,
2015 2014
As Reported (GAAP) Adjustments Adjusted(non-GAAP) As Reported (GAAP) Adjustments Adjusted(non-GAAP)
Sales revenue, net $ 1,159,977 100.0 % $ - $ 1,159,977 100.0 % $ 1,067,401 100.0 % $ - $ 1,067,401 100.0 %
Cost of goods sold 686,129 59.2 % - 686,129 59.2 % 632,726 59.3 % - 632,726 59.3 %
Gross profit 473,848 40.8 % - 473,848 40.8 % 434,675 40.7 % - 434,675 40.7 %
Selling, general, and administrative expense 356,240 30.7 % (6,707 ) (2) 322,503 27.8 % 312,906 29.3 % - 286,329 26.8 %
(6,147 ) (3) (4,539 ) (3)
(20,883 ) (4) (18,427 ) (4)
- (3,611 ) (5)
Asset impairment charges 3,000 0.3 % (3,000 ) (6) - - % 9,000 0.8 % (9,000 ) (6) - - %
Operating income 114,608 9.9 % 36,737 151,345 13.0 % 112,769 10.6 % 35,577 148,346 13.9 %
Nonoperating income, net 233 - % - 233 - % 234 - % - 234 - %
Interest expense (8,135 ) (0.7 ) % - (8,135 ) (0.7 ) % (11,588 ) (1.1 ) % - (11,588 ) (1.1 ) %
Total other expense (7,902 ) (0.7 ) % - (7,902 ) (0.7 ) % (11,354 ) (1.1 ) % - (11,354 ) (1.1 ) %
Income before income taxes 106,706 9.2 % 36,737 143,443 12.4 % 101,415 9.5 % 35,577 136,992 12.8 %
Income tax expense 15,066 1.3 % 6,170 (8) 21,236 1.8 % 10,801 1.0 % 4,323 (8) 15,124 1.4 %
Net income $ 91,640 7.9 % $ 30,567 $ 122,207 10.5 % $ 90,614 8.5 % $ 31,254 $ 121,868 11.4 %
Diluted EPS $ 3.17 $ 1.06 $ 4.23 $ 3.12 $ 1.07 $ 4.19
Weighted average shares of common stock
used in computing diluted EPS 28,903 - 28,903 29,070 - 29,070

HELEN OF TROY LIMITED AND SUBSIDIARIES

Net Sales Revenue by Segment (7)

(Unaudited)

(in thousands)

Three Months Ended November 30, % of Sales Revenue, net
2015 2014

$ Change

% Change

2015 2014
Sales revenue by segment, net
Housewares $ 87,816 $ 85,984 $ 1,832 2.1 % 19.7 % 19.7 %
Health & Home 186,418 176,994 9,424 5.3 % 41.8 % 40.6 %
Nutritional Supplements 37,492 38,462 (970) (2.5) % 8.4 % 8.8 %
Beauty 133,777 134,234 (457) (0.3) % 30.0 % 30.8 %
Total sales revenue, net $ 445,503 $ 435,674 $ 9,829 2.3 % 100.0 % 100.0 %
Nine Months Ended November 30, % of Sales Revenue, net
2015 2014

$ Change

% Change

2015 2014
Sales revenue by segment, net
Housewares $ 231,850 $ 222,377 $ 9,473 4.3 % 20.0 % 20.8 %
Health & Home 472,714 445,701 27,013 6.1 % 40.8 % 41.8 %
Nutritional Supplements 114,980 63,096 51,884 * 9.9 % 5.9 %
Beauty 340,433 336,227 4,206 1.3 % 29.3 % 31.5 %
Total sales revenue, net $ 1,159,977 $ 1,067,401 $ 92,576 8.7 % 100.0 % 100.0 %

____________________________

* Calculation is not meaningful or comparable

HELEN OF TROY LIMITED AND SUBSIDIARIES

Selected Consolidated Balance Sheet, Cash Flow and Liquidity Information

(Unaudited)

(in thousands)

November 30,
2015 2014
Balance Sheet:
Cash and cash equivalents $ 21,141 $ 21,056
Receivables, net 288,979 289,449
Inventory, net 339,397 318,823
Total assets, current 680,390 668,556
Total assets 1,782,472 1,763,696
Total liabilities, current 293,986 731,942
Total long-term liabilities 520,552 172,764
Total debt 474,707 555,707
Stockholders' equity 967,934 858,990
Cash Flow:
Depreciation and amortization $ 31,946 $ 29,075
Net cash provided by operating activities 72,759 63,472
Capital and intangible asset expenditures 12,418 4,893
Payments to acquire businesses, net of cash received 42,750 195,943
Net amounts borrowed 41,500 363,100
Liquidity:
Working Capital $ 386,404 $ (63,386)

SELECTED OTHER DATA

Reconciliation of Non-GAAP Financial Measures - EBITDA

(Earnings Before Interest, Taxes, Depreciation and Amortization) and Adjusted EBITDA (1) (7)

(Unaudited)

(in thousands)

Three Months Ended November 30, Nine Months Ended November 30,
2015 2014 2015 2014
Net income $ 46,778 $ 55,377 $ 91,640 $ 90,614
Interest expense, net 2,698 4,159 8,066 11,541
Income tax expense 6,256 5,580 15,066 10,801
Depreciation and amortization, excluding amortized interest 10,719 10,582 31,946 29,075
EBITDA (Earnings before interest, taxes, depreciation and amortization) 66,451 75,698 146,718 142,031
Add: CEO succession costs (2) 6,707 - 6,707 -
Non-cash share-based compensation (3) 2,209 1,327 6,147 4,539
Acquisition-related expenses (5) - - - 3,611
Non-cash asset impairment charges (6) - - 3,000 9,000
Adjusted EBITDA $ 75,367 $ 77,025 $ 162,572 $ 159,181

SELECTED OTHER DATA

Reconciliation of Non-GAAP Financial Measures - EBITDA

(Earnings Before Interest, Taxes, Depreciation and Amortization) and Adjusted EBITDA by Segment (1) (7)

(Unaudited)

(in thousands)

Three Months Ended November 30, 2015
Health & Nutritional
Housewares Home Supplements Beauty Total
Operating Income $ 15,536 $ 18,072 $ 3,034 $ 18,991 $ 55,633
Depreciation and amortization, excluding amortized interest 1,065 5,281 1,956 2,417 10,719
Other income / (expense) - - - 99 99
EBITDA (Earnings before interest, taxes, depreciation and amortization) 16,601 23,353 4,990 21,507 66,451
Add: CEO succession costs (2) 1,348 2,722 704 1,933 6,707
Non-cash share-based compensation (3) 303 657 398 851 2,209
Adjusted EBITDA $ 18,252 $ 26,732 $ 6,092 $ 24,291 $ 75,367
Three Months Ended November 30, 2014
Health & Nutritional
Housewares Home Supplements Beauty Total
Operating Income $ 18,275 $ 18,694 $ 6,214 $ 21,860 $ 65,043
Depreciation and amortization, excluding amortized interest 892 5,125 2,032 2,533 10,582
Other income / (expense) - - - 73 73
EBITDA (Earnings before interest, taxes, depreciation and amortization) 19,167 23,819 8,246 24,466 75,698
Add: Non-cash share-based compensation (3) 111 230 - 986 1,327
Adjusted EBITDA $ 19,278 $ 24,049 $ 8,246 $ 25,452 $ 77,025

SELECTED OTHER DATA

Reconciliation of Non-GAAP Financial Measures - EBITDA

(Earnings Before Interest, Taxes, Depreciation and Amortization) and Adjusted EBITDA by Segment (1) (7)

(Unaudited)

(in thousands)

Nine Months Ended November 30, 2015
Nutritional
Housewares Health & Home Supplements Beauty Total
Operating income $ 41,861 $ 31,298 $ 8,623 $ 32,826 $ 114,608
Depreciation and amortization, excluding amortized interest 3,148 15,858 5,889 7,051 31,946
Other income / (expense) - - - 164 164
EBITDA (Earnings before interest, taxes, depreciation and amortization) 45,009 47,156 14,512 40,041 146,718
Add: CEO succession costs (2) 1,348 2,722 704 1,933 6,707
Non-cash share-based compensation (3) 934 1,785 974 2,454 6,147
Non-cash asset impairment charges (6) - - - 3,000 3,000
Adjusted EBITDA $ 47,291 $ 51,663 $ 16,190 $ 47,428 $ 162,572
Nine Months Ended November 30, 2014
Nutritional
Housewares Health & Home Supplements Beauty Total
Operating income $ 45,201 $ 31,919 $ 6,324 $ 29,325 $ 112,769
Depreciation and amortization, excluding amortized interest 2,669 15,384 3,391 7,631 29,075
Other income / (expense) - - - 187 187
EBITDA (Earnings before interest, taxes, depreciation and amortization) 47,870 47,303 9,715 37,143 142,031
Add: Non-cash share-based compensation (3) 645 892 - 3,002 4,539
Acquisition-related expenses (5) - - 3,611 - 3,611
Non-cash asset impairment charges (6) - - - 9,000 9,000
Adjusted EBITDA $ 48,515 $ 48,195 $ 13,326 $ 49,145 $ 159,181

HELEN OF TROY LIMITED AND SUBSIDIARIES

Reconciliation of GAAP Net Income and Earnings Per Share (EPS) to Adjusted Income and Adjusted EPS (non-GAAP) (1) (7) (8)

(dollars in thousands, except per share data)

(Unaudited)

Three Months Ended November 30, Basic EPS Diluted EPS
2015 2014 2015 2014 2015 2014
Net income as reported (GAAP) (10) $ 46,778 $ 55,377 $ 1.66 $ 1.95 $ 1.63 $ 1.92
CEO succession costs, net of tax (2) 4,645 - 0.17 - 0.16 -
Subtotal 51,423 55,377 1.83 1.95 1.80 1.92
Non-cash share-based compensation, net of tax (3) 1,813 1,187 0.06 0.04 0.06 0.04
Amortization of intangible assets, net of tax (4) 5,936 5,993 0.22 0.21 0.21 0.21
Adjusted income (non-GAAP) (10) $ 59,172 $ 62,557 $ 2.10 $ 2.20 $ 2.07 $ 2.17
Weighted average shares of common stock used in
computing basic and diluted earnings per share (GAAP) 28,129 28,414 28,634 28,824
Nine Months Ended November 30, Basic EPS Diluted EPS
2015 2014 2015 2014 2015 2014
Net income as reported (GAAP) (11) $ 91,640 $ 90,614 $ 3.23 $ 3.17 $ 3.17 $ 3.12
CEO succession costs, net of tax (2) 4,645 - 0.16 - 0.16 -
Acquisition-related expenses, net of tax (5) - 2,306 - 0.08 - 0.08
Asset impairment charges, net of tax (6) 2,656 8,155 0.09 0.28 0.09 0.28
Subtotal 98,941 101,075 3.49 3.53 3.42 3.48
Non-cash share-based compensation, net of tax (3) 5,158 4,026 0.18 0.14 0.18 0.14
Amortization of intangible assets, net of tax (4) 18,108 16,767 0.64 0.59 0.63 0.58
Adjusted income (non-GAAP) (11) $ 122,207 $ 121,868 $ 4.31 $ 4.26 $ 4.23 $ 4.19
Weighted average shares of common stock used in
computing basic and diluted earnings per share (non-GAAP) 28,361 28,630 28,903 29,070

HELEN OF TROY LIMITED AND SUBSIDIARIES

Reconciliation of Fiscal Year 2016 Outlook for GAAP Diluted Earnings Per Share (EPS)

to Adjusted Diluted EPS (non-GAAP) (1) (9)

(Unaudited)

Fiscal Year Ended February 29, 2016
Period Ended
November 30, Outlook for the Balance of
2015 (Nine The Fiscal Year (Three Outlook for the Fiscal
Months) Months) Year (Twelve Months)
Diluted EPS, as reported (GAAP) $ 3.17 $ 1.01 - $ 1.31 4.18 - $ 4.48
CEO succession costs (1) 0.16 - - - 0.16 - 0.16
Asset impairment charges, net of tax (5) 0.09 - - - 0.09 - 0.09
Subtotal 3.42 1.01 - 1.31 4.43 - 4.73
Non-cash share-based compensation, net of tax (2) 0.18 0.07 - 0.10 0.25 - 0.28
Amortization of intangible assets, net of tax (3) 0.63 0.19 - 0.21 0.82 - 0.84
Adjusted diluted EPS (non-GAAP) $ 4.23 $ 1.27 - $ 1.62 $ 5.50 - $ 5.85

HELEN OF TROY LIMITED AND SUBSIDIARIES______________________Notes to Press Release

(1)

This press release contains non-GAAP financial measures. Adjusted operating income, adjusted income, adjusted diluted EPS, EBITDA and adjusted EBITDA (“Non-GAAP measures”) that are discussed in the accompanying press release or in the preceding tables are considered non-GAAP financial information as contemplated by SEC Regulation G, Rule 100. Accordingly, we are providing the preceding tables that reconcile these measures to their corresponding GAAP-based measures presented in our Consolidated Condensed Statements of Income in the accompanying tables to the press release. The Company believes that these non-GAAP measures provide useful information to management and investors regarding financial and business trends relating to its financial condition and results of operations. The Company believes that these non-GAAP measures, in combination with the Company's financial results calculated in accordance with GAAP, provides investors with additional perspective. The Company further believes that the items excluded from certain non-GAAP measures do not accurately reflect the underlying performance of its continuing operations for the periods in which they are incurred, even though some of these excluded items may be incurred and reflected in the Company's GAAP financial results in the foreseeable future. The material limitation associated with the use of the non-GAAP financial measures is that the non-GAAP measures do not reflect the full economic impact of the Company's activities. These non-GAAP measures are not prepared in accordance with GAAP, are not an alternative to GAAP financial information, and may be calculated differently than non-GAAP financial information disclosed by other companies. Accordingly, undue reliance should not be placed on non-GAAP information.

(2)

Adjustments consist of CEO succession costs of 6.71 million ($4.64 million after tax) incurred in connection with the settlement of a dispute with our former CEO. See page 1 of this press release for further information on these costs.

(3)

Adjustments for the three months ended November 30, 2015 and 2014 consist of non-cash share-based compensation expense of $2.21 million ($1.81 million after tax) and $1.33 million ($1.19 million after tax), respectively. Adjustments for the nine months ended November 30, 2015 and 2014 consist of non-cash share-based compensation expense of $6.15 million ($5.16 million after tax) and $4.54 million ($4.03 million after tax), respectively. Share-based compensation expense is recognized for share-based awards outstanding under share-based compensation plans.

(4)

Adjustments for the three months ended November 30, 2015 and 2014 consist of non-cash intangible asset amortization expense of $6.86 million ($5.94 million after tax) and $6.85 million ($5.99 million after tax), respectively. Adjustments for the nine months ended November 30, 2015 and 2014 consist of non-cash intangible asset amortization expense of $20.88 million ($18.11 million after tax) and $18.43 million ($16.77 million after tax), respectively.

(5)

Adjustment consists of expenses of $3.61 million ($2.31 million after tax) incurred in connection with the Healthy Directions acquisition in the second quarter of fiscal year 2015.

(6)

Adjustments for the nine months ended November 30, 2015 and 2014 consist of non-cash asset impairment charges of $3.00 million ($2.66 million after tax) and $9.00 million ($8.16 million after tax) recorded as a result of our annual evaluation of goodwill and indefinite-lived intangible assets for impairment. The non-cash charges relate to certain trademarks in our Beauty segment, which were written down to their estimated fair value, determined on the basis of future discounted cash flows using the relief from royalty valuation method.

(7)

Healthy Directions was acquired on June 30, 2014 and its operations are reported under the Nutritional Supplements segment. Results reported for the fiscal quarter and year-to-date periods ended November 30, 2015 include three- and nine-months, respectively. Results reported for the fiscal quarter and year-to-date periods ended November 30, 2014 include three- and five-months, respectively.

The VapoSteam business was acquired on March 31, 2015 and its operations are reported under the Health & Home segment. Results reported for the fiscal quarter and year-to-date periods ended November 30, 2015 include three- and eight- months, respectively, with no comparable results for the same periods last year.

(8)

Total tax effects of adjustments described in Notes 2 through 6, for each of the periods presented:

Three Months Ended November 30, Nine Months Ended November 30,
2015 2014 2015 2014
Tax Effects of Adjustments
CEO succession costs (2) $ (2,062 ) $ - $ (2,062 ) $ -
Non-cash share-based compensation (3) (396 ) (140 ) (989 ) (513 )
Amortization of intangible assets (4) (925 ) (860 ) (2,775 ) (1,660 )
Acquisition-related expenses (5) - - - (1,305 )
Asset impairment charges (6) - - (344 ) (845 )
Total $ (3,383 ) $ (1,000 ) $ (6,170 ) $ (4,323 )

(9)

The diluted EPS outlook is based on an estimated weighted average shares outstanding of 29.00 million for fiscal year 2016.

(10)

The fiscal quarters ended November 30, 2015 and 2014 include net income from our operations in Venezuela of $2.87 and $0.95 million, respectively, or diluted EPS of $0.10 and $0.03, respectively.

(11)

The nine months ended November 30, 2015 and 2014 include net income from our operations in Venezuela of $5.54 and $2.01 million, respectively, or diluted EPS of $0.19 and $0.07, respectively.

Investors:

ICR, Inc.

Allison Malkin / Anne Rakunas

203-682-8200 / 310-954-1113

Source: Helen of Troy Limited

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