Dear Shareholders:
Last year was a very challenging year for Helen of Troy. The Company completed a number
of significant initiatives during the year including: upgrading computer systems, moving into our new
office facilities, taking on the operation of our distribution center, implementing major organizational
changes, acquiring additional trade names and product licenses, as well as discontinuing non-core
products, to name the most significant. The volatility of the marketplace and the rapidly changing
retail environment also played a role in the challenges we managed over the past year. We are glad
that last year is behind us, so that we may focus our efforts on pursuing the product development and
marketing initiatives that ultimately drive our business.
During the fourth quarter, the Company’s results were negatively impacted by approximately
$9 million in year-end after-tax adjustments, primarily related to the discontinuation of non-core
products. This resulted in net income for the year ended February 29, 2000, of $13,111,000, or 44
cents per diluted share, versus $28,330,000, or 96 cents per diluted share for the similar period of the
prior year. Net sales for fiscal 2000 increased 2 percent, to $299,513,000, from prior year sales of
$294,487,000.
In spite of the difficulties encountered, our core business market share remains strong and we
feel confident that we have worked through the short-term warehouse and distribution issues, which
impacted us this past fiscal year.
As part of our on-going business strategy and in response to some of the issues we
encountered over the past year, we have added to our core business during the last few months with
long-term initiatives, which we believe will complement Helen of Troy’s anticipated future market
growth.
In January of this year, Helen of Troy and Sunbeam Corporation announced a long-term
licensing agreement to expand the Sunbeam® brand into the beauty segment of personal care. This
agreement enables Helen of Troy to develop and market hair dryers, curling irons, hairsetters,
mirrors, styling products and hot air brushes, bearing the world recognized Sunbeam® trade name,
throughout the United States and Canada. By early February 2000, Helen of Troy and Sunbeam
Corporation expanded this strategic alliance to include the marketing and distribution of retail hair
clippers and trimmers, under the Sunbeam® and Oster® trade names, to the growing consumer home
use segment of this important personal care category.
In March of this year, Helen of Troy announced the acquisition of a majority interest in
Tactica International, of New York, NY, a maker of personal care appliances and houseware products
under the IGIA® and Epil-Stop® trade names. Products marketed under these trade names include
the patented IGIA Touch ‘N’ Go Hair Removal System® and a wide variety of topical Epil-Stop®
products developed for long-lasting, painless hair removal.
Bringing innovative products with superior quality and consumer appeal to the marketplace
in a timely fashion is a key element to the success of a personal care products company. Helen of
Troy has therefore modified our new product development process, so that it will enable us to deliver
our products to the marketplace and our consumers, faster and more efficiently than in the past. The
impact of these changes have already become evident with the new products launched at the January
2000 Housewares Show. This year the Company introduced over 30 new appliances, including the
quietest 1875-watt hairdryer available, marketed under the Revlon® and Vidal Sassoon® brand
names and 11 new massagers, marketed under the Dr. Scholl’s® brand name. Moreover, several of
our new hair care appliances utilize the Company’s new halogen technology, and Helen of Troy will
be the exclusive distributor of these unique products as they begin shipping this year.
In September of last year, the Board of Directors authorized the repurchase of up to three
million shares of the Company’s common stock. As of June 23, 2000, the Company has repurchased
894,000 shares at a cost of $6,422,000. This share repurchase plan demonstrates the confidence that
management and the directors have in the future of the Company and we believe this program
provides value to our shareholders as well.
In early 1999, Helen of Troy embarked upon a Company-wide endeavor to increase
accuracy, efficiency and communications via our corporate network and our internally developed
Intranet, enabling us to more easily share information as well as data resources throughout the
organization. Over the last twelve months, we have also implemented several system conversions,
which we believe will assist us in increasing employee productivity while reducing overhead expenses
as we move into next year and beyond. In addition, Company shareholders can now access our
website 24 hours a day, seven days a week, at www.hotus.com, for a wealth of product and historical
company information with access to audio replays of our most recent analyst conference calls.
1
Moving forward into this new millenium, it is impossible to speculate on the extent of the evolution of
information technology and the Internet, but for Helen of Troy and others with the vision and
commitment to capitalize on the benefits of these new technologies, the future holds many
opportunities. We welcome these opportunities to improve our business practices and embrace the
technologies that will forever change the way we do business.
Sincere thanks to our shareholders, business partners and employees worldwide for their
continued support and unyielding dedication to the growth and success of Helen of Troy. Having
completed fiscal 2000, we look forward to celebrating a much better fiscal 2001 with all of you.
Gerald J. Rubin
Chairman and Chief Executive Officer
PART I
Item 1. Business
General
The registrant was incorporated as Helen of Troy Corporation in 1968. The registrant
reincorporated as Helen of Troy Limited in Bermuda on February 16, 1994. Unless the context requires
otherwise, references to the “Company” refer to Helen of Troy Limited and its subsidiaries.
The Company designs, develops and sells a variety of personal care and comfort products,
including hair dryers, curling irons, hot air brushes, brush irons, lighted mirrors, hairsetters, hair brushes,
combs, hair accessories, women’s shavers, foot baths, body massagers and hair clippers and trimmers.
The Company sells products under trademarks licensed from third parties, as well as under trademarks
owned by the Company. Third party manufacturers produce all of the products sold by the Company.
Most of the Company’s products are sold by mass merchandisers, drug chains, warehouse clubs, grocery
stores and beauty supply retailers and wholesalers.
, licensed from Schering Plough Health Care Products, Inc.; Scholl’s(cid:226)
Products bearing licensed trademarks include those sold under the trademarks of Vidal Sassoon,
, licensed from Revlon Consumer Products Corporation;
(in areas other than
and
licensed from Sunbeam Corporation. Trademarks owned by the Company include Helen of
, Salon Edition(cid:226)
, Caruso,
, Heat*Mi(cid:226)
, Lady Dazey(cid:226)
licensed from Procter & Gamble Co.; Revlon(cid:226)
Dr. Scholl’s(cid:226)
North America), licensed from Scholl PLC; Barbie(cid:226)
Oster(cid:226)
Troy(cid:226)
Dazey(cid:226)
and DCNL.
, licensed from Mattel, Inc. and Sunbeam(cid:226)
, Gallery Series(cid:226)
, Kurl*Mi(cid:226)
, WIGO(cid:226)
, Detangle*Mi(cid:226)
, Hot Tools(cid:226)
, Carel (cid:226)
, Lady Carel(cid:226)
, Ecstasy(cid:226)
, Hotspa(cid:226)
, Taifun(cid:226)
, Karina(cid:226)
, Sable(cid:226)
Products
The Company designs, develops and sells a full line of personal care and comfort products,
including hair dryers, curling irons, hot air brushes, brush irons, lighted mirrors, hairsetters, hair care
appliances, hair brushes, combs, hair care accessories, women’s shavers, foot baths, body massagers and
hair clippers and trimmers. The Company sells full-size, mid-size and compact hand-held hair dryers in
a variety of sizes in order to accommodate the needs and preferences of individual consumers. The
Company’s hand-held hair dryers sell under the trademarks Vidal Sassoon, Revlon(cid:226)
, Helen
, Taifun(cid:226)
of Troy(cid:226)
. Hard
, Carel(cid:226)
and soft-bonnet hair dryers are sold under the Dazey(cid:226)
trademarks. The Company sells curling irons and brush irons under trademarks that include Vidal
Sassoon, Revlon(cid:226)
and
, Sunbeam(cid:226)
, and Sable(cid:226)
and Hot Tools(cid:226)
, WIGO(cid:226)
, Lady Dazey(cid:226)
, Helen of Troy(cid:226)
, Gallery Series(cid:226)
, Gallery Series(cid:226)
, Salon Edition(cid:226)
, Hot Tools(cid:226)
, Hot Tools(cid:226)
, Sunbeam(cid:226)
, Ecstasy(cid:226)
, Salon Edition(cid:226)
2
, Detangle*Mi(cid:226)
. The Company sells hairsetters that bear the Vidal Sassoon, Revlon(cid:226)
Sable(cid:226)
and Caruso trademarks.
The trademarks under which the Company sells hair brushes and combs include Vidal Sassoon, Revlon(cid:226)
,
Barbie(cid:226)
, Kent and Altesse. Hair accessories sold by the Company include
bows, barrettes, clips, rollers, headbands, ponytail holders and bobby pins. The Company sells hair
accessories under trademarks that include Vidal Sassoon, Karina(cid:226)
and Trend
Setters. The Company also sells foot baths, foot massagers and body massagers under the Dr. Scholl’s(cid:226)
,
Scholl’s(cid:226)
, Sweet Things(cid:226)
and Hotspa(cid:226)
trademarks.
, Kurl*Mi(cid:226)
, Barbie(cid:226)
, Carel(cid:226)
The Company continues to develop new products and enhance existing products in order to
maintain and improve its position in the personal care and comfort product market. The Company’s
marketing and engineering departments develop new products with assistance from independent
consulting firms. In addition to internal product development, the Company expanded its product lines
through the acquisitions of the WIGO(cid:226)
trademark for hair care appliances, Karina, Inc. and DCNL, Inc.
in fiscal 1999. In December 1999 the Company expanded its product lines through the acquisition of
the Sunbeam trademark for hair care appliances. In January 2000 the Company expanded its product
lines through the acquisition of a license from Sunbeam Corporation to design, develop and sell human
hair clippers and trimmers under the Sunbeam(cid:226)
tradenames. In March 2000 the Company
expanded its product lines through its investment in Tactica International, Inc. (see Item 1. Business –
Recent Investment).
and Oster(cid:226)
Sales and Marketing
The Company markets its products primarily within the United States of America. Sales within
the United States comprised 88% of total sales in fiscal 2000 and 92% of total sales in fiscal 1999 and
1998. The products discussed above are sold primarily through mass merchandisers, drug chains,
warehouse clubs, grocery stores and beauty supply retailers and wholesalers. The Company markets its
products in the United States through approximately 100 manufacturers’ representative organizations,
beauty and barber supply representative organizations and through its own sales staff.
, and Scholl’s(cid:226)
Products sold under the Vidal Sassoon, Revlon(cid:226)
trademarks comprise most of
the Company’s international sales. The Company sells products under the Vidal Sassoon trademark in
various countries in Western Europe and under the Revlon(cid:226)
trademark worldwide, except in Western
Europe. Certain products are sold internationally under the Scholl’s(cid:226)
professional
hair care appliances are also marketed worldwide. The Company is licensed to sell various other products
outside of the United States. The Company’s products are sold outside of the United States through mass
merchandisers, chain drug stores, catalogs, grocery stores and beauty supply retailers and wholesalers.
Internationally, the Company markets its products through manufacturers’ representative organizations,
independent distributors, and its own sales staff.
trademark. WIGO(cid:226)
Revlon Consumer Products Corporation engages in extensive national advertising of its beauty
care products. The Proctor & Gamble Company is in the process of embarking on a new advertising and
marketing plan to be launched during the Company’s 2001 fiscal year. The Dr. Scholl’s trademark is
also widely recognized, partially because of advertising and the sale of a variety of products. The
Company benefits from the name recognition associated with the Vidal Sassoon, Revlon and Dr. Scholl’s
trademarks and works through its own advertising and product development efforts to further improve
the name recognition and perceived quality of all the trademarks under which it sells products. The
Company promotes its products primarily through print media, including consumer and trade magazines,
and sales promotions.
Manufacturing and Distribution
The Company contracts with unaffiliated manufacturers in the Far East, primarily in the Peoples’
Republic of China (the “PRC”), Thailand, Taiwan and South Korea, to build most of its products. The
Company purchases a small percentage of its products from third party manufacturers in North America,
Europe and South America. Third party manufacturers use molds and certain other tooling, most of
which are owned by the Company, in manufacturing our products. The Company employs numerous
technical and quality control persons to monitor the quality of products purchased by the Company.
Most of the Company’s products are subject to various customs duties because they are imported.
3
The Company is subject to certain risks as a result of the manufacture of the vast majority of its
products in the Far East. These risks include changing international political relations, changes in
customs duties and other trade barriers, changes in shipping costs, currency exchange fluctuations and
local political unrest. To date, these factors have not significantly affected the Company’s production
in the Far East.
The Company’s products that are sold in North America and manufactured in the Far East are
shipped to the West Coast of the United States. The products are then shipped by truck or rail service
to warehouse facilities in El Paso, Texas; Memphis, Tennessee; and Toronto, Canada or directly to
customers. The Company ships substantially all of its products sold to North American customers from
these warehouses by ground transportation services. Products sold throughout the rest of the world are
shipped from manufacturers, primarily in the Far East, to warehouses that the Company rents in
Veenendaal, The Netherlands and Nottinghamshire, the United Kingdom, or directly to customers.
Products stored at the warehouses in The Netherlands and United Kingdom are shipped from those
warehouses to distributors or retailers.
License Agreements, Trademarks and Patents
Revlon(cid:226)
The Company is materially dependent upon the continued use of the Vidal Sassoon and
trademarks.
Two license agreements with Procter & Gamble (P&G) allow the Company to sell certain
products using the Vidal Sassoon trademark in the United States and Canada. Products covered by these
licenses include hair dryers, curling irons, brush irons, hairsetters, lighted mirrors, brushes, combs and
hair care accessories in the United States and Canada. The Company is also licensed to sell the above
categories of Vidal Sassoon products in Western Europe and Mexico.
The Company is licensed to use the Revlon(cid:226)
trademark worldwide, except in Western Europe,
on electric hair care appliances, brushes, combs, functional hair accessories and lighted mirrors, as well
as battery-operated and electric women’s shavers.
The Company sells foot baths, foot massagers and body massagers bearing the Dr. Scholl’s(cid:226)
trademark in the United States and North America, under a license agreement with Schering-Plough
Corporation. The Company also sells these products bearing the Scholl’s(cid:226)
trademark in other areas of
the world through a license agreement with Scholl PLC.
The Company entered into a license agreement with Mattel, Inc. in 1999. Under this license
agreement, the Company develops and markets hair dryers, hair brushes, combs, and combination packs
in the United States and Canada under the Barbie(cid:226)
trademark.
The Company entered into three license agreements with Sunbeam Corporation in December
1999 and January 2000. Under these license agreements, the Company will market and distribute Oster(cid:226)
and Sunbeam(cid:226)
retail hair clippers and trimmers previously handled by Sunbeam Corporation. Also, the
Company will develop and market hair dryers, curling irons, hairsetters, mirrors, styling products, hot air
brushes and personal spa products under the Sunbeam trade name in the United States and Canada.
All of the license agreements under which the Company sells or intends to sell products with
trademarks owned by other entities require approval from the various licensors prior to the Company’s
introduction of new products under those trademarks. Additionally, the licensors must approve
packaging the Company intends to use and the agreements generally require the Company to make
minimum levels of advertising expenditures.
Although the Company has filed or obtained licenses for design and utility patents in the United
States and several foreign countries, the Company does not believe that any particular patent or patent
license is materially important to its business.
4
Recent Investment
On March 14, 2000 the Company acquired a 55% ownership interest in Tactica International, Inc. (“Tactica”)
for $2,500,000. The Company has also agreed to fund Tactica’s working capital requirements through an intercompany
revolving credit facility limited to $17,500,000. Tactica designs, develops and sells a variety of personal care appliances,
including depilatories, paraffin baths and health wellness products. Tactica also designs, develops and sells numerous
houseware “niche” products. Under the IGIA trade name, Tactica produces a line of hair care products utilizing ion
technology, including the IGIA Ion-Aire hairdryer. Marketed under the IGIA trade name is the Therma-Spa Paraffin
Bath and the patented Touch ‘N’ Go Hair Removal System. Products marketed under the Epil-Stop trade names include
a variety of topical products for long lasting, painless hair removal. To create product awareness and interest, Tactica
uses television infomercials and direct response marketing extensively.
Reliance on One Customer
Sales to Walmart Stores, Inc., and one of its affiliates, accounted for approximately 26% of the Company’s net
sales in fiscal 2000. Sales to that same customer comprised 29% of net sales in fiscal 1999 and in fiscal 1998.
Order Backlog
There was no backlog of orders at February 29, 2000.
Competitive Conditions
The Company encounters significant levels of competition with respect to all of its products. Product pricing,
performance, packaging and availability, as well as brand name recognition, affect competition in the market for personal
care and comfort products. The Company’s primary competitors include Conair; Windmere-Durable Holdings, Inc.;
Remington Products Company; Goody Products, Inc., a division of Newell Rubber Maid Inc.; and The New L & N
Marketing and Sales Corporation. These competitors possess known brand names and significant resources.
Seasonality
The Company’s business is somewhat seasonal. Sales in the Company’s fiscal second and third quarters,
combined, accounted for 54%, 55% and 58% of total sales in fiscal 2000, 1999 and 1998, respectively. As a result of the
seasonality of sales, the Company’s working capital needs fluctuate during the year.
Regulation
The Company’s electrical products are designed, manufactured and tested to meet the safety standards of
Underwriters Laboratories, Inc. Electrical products sold by the Company must meet the safety standards imposed in
various national, state, local and provincial jurisdictions.
Employees
The Company employs 513 full-time employees in the United States, Hong Kong and Europe, of which 215 are
marketing and sales employees, 120 are distribution employees, 58 are engineering and development employees and 120
are administrative personnel. None of the Company’s employees are covered by any collective bargaining agreement.
The Company has never experienced a work stoppage and believes it has satisfactory working relations with its
employees.
Risk Factors
Dependence Upon Licenses and Trademarks. A substantial portion of the Company’s sales revenue is derived
from sales of products under the Vidal Sassoon and Revlon trademarks. As a result, the Company is materially dependent
upon the continued use of the Vidal Sassoon and Revlon trademarks. The Company believes that its rights in these
licensed trademarks is a significant part of the Company’s business and that its ability to create demand for its products
5
is dependent to a large extent on its ability to exploit these trademarks. If the Company were unable to sell products
under these licensed trademarks the result would be a material negative impact on the Company’s business, financial
condition and results of operations.
Reliance Upon Certain Customers. The Company is dependent on certain of its principal customers. Wal-mart
Stores, Inc., and one of its affililiates, accounted for approximately 26% of the Company’s net sales in fiscal 2000. The
top three customers of the Company accounted for approximately 40% of the Company’s fiscal 2000 net sales.
Although the Company has long-standing relationships with its major customers, there are no contracts that require these
customers to buy from the Company. A substantial decrease in business from any of its major customers could have a
material adverse effect on the Company’s business, financial condition and results of operations.
Competition. The personal care products industry is extremely competitive. Competition is based upon price
and quality, as well as brand name recognition, innovation in the design of new products and replacement models and
in marketing and distribution approaches. The Company competes with domestic and international companies, some
of which have substantially greater financial and other resources than those of the Company. The Company believes that
its future success will depend upon its ability to produce reliable products which incorporate developments in technology
and satisfy consumer tastes with respect to style and design and its ability to market a broad offering of such products
in each applicable category at competitive prices. No assurance can be given that the Company will be able to
successfully compete on the basis of these factors in the future.
Risks Associated with International Manufacturing and Operations. Nearly all of the Company’s products are
manufactured by unaffiliated third party companies, most of which are in the People’s Republic of China. Risks
associated with such foreign manufacturing include changing international political relations, changes in customs duties
and other trade barriers, changes in shipping costs, currency exchange fluctuations, local political unrest and the
availability and cost of raw materials and merchandise. To date, these factors have not significantly affected the
Company’s production in the Far East; however, any change which affects the Company’s ability to obtain products from
such manufacturers at marketable rates would have a negative impact on the Company’s business, financial condition
and results of operations.
Risks Associated with Newly Acquired Product Lines and Subsidiaries. The Company’s business plan includes
a commitment to growth through the acquisition of new product lines and businesses. The Company may acquire entire
businesses, acquire part of a business, or merely acquire rights to market and distribute a particular product or line of
products. The acquisition of a business involves a financial commitment by the Company, usually either cash or stock
consideration. While the Company’s strategy is to acquire businesses that will contribute positively to the Company’s
earnings figures, there is no guarantee that all newly acquired businesses will perform as expected. Anticipated synergies
may not materialize, cost savings may be less than expected, sales of products may not meet expectations, and the
acquired businesses may carry unexpected liabilities. Each of these factors could result in the newly acquired business
having a negative impact on the Company’s business, financial condition and results of operations.
Item 2. Properties
Plant and Facilities
The corporate offices that the Company owns consist of a 135,000 square foot office building. The Company’s
main warehouse in El Paso, Texas totals 408,000 square feet and is adjacent to the headquarters building. The two
buildings are located on a 50-acre plot of land owned by the Company. The Company also leases 108,000 square feet
of warehouse space in El Paso, Texas.
The Company also owns 22 acres of land in El Paso, Texas, near the 50 acres on which the warehouse and
corporate headquarters are located. The Company is holding this land for future business use, due to its proximity to
other facilities of the Company.
A subsidiary located in Hong Kong leases approximately 19,000 square feet of office space. Prior to fiscal 1996
this Hong Kong subsidiary was headquartered in approximately 12,000 square feet of office space that was acquired by
condominium ownership. In fiscal 1998 that office space was leased to a third party. The Company also leases small
offices in the United Kingdom, Germany and France.
6
The Company also leases warehouse space in public warehouses located in Memphis, Tennessee; Veenendaal,
The Netherlands; Nottinghamshire, The United Kingdom; Toronto, Canada; and Hong Kong.
Item 3. Legal Proceedings
The Company has purchased $5,750,000 (U.S.) in tax reserve certificates in Hong Kong as of February 29,
2000. Tax reserve certificates represent the prepayment by a taxpayer of potential tax liabilities. The amounts paid
for tax reserve certificates are refundable in the event that the value of the tax reserve certificates exceeds the related
tax liability. These certificates are denominated in Hong Kong currency and are subject to risks associated with foreign
currency fluctuations. The purchase of these certificates is discussed in note 5.
In October 1999 a demand for Arbitration with the American Arbitration Association was filed. The demand,
filed by Darryl Cohen, Nini Cohen, Lisa Dike Brown and Dennis L. Bergquist, former shareholders of DCNL, Inc., an
entity acquired by the Company in October 1998, alleges that the Company and certain executive officers breached the
October 16, 1998 Merger Agreement between DCNL California and the Company regarding the redemption of certain
contingent value rights and the calculation of earnout payments. The claimants seek $5,000,000 in compensatory and
$8,000,000 in punitive damages. The Company denies the allegations and has filed various counterclaims. The
Company is vigorously defending its position. Although the Company believes its position is meritorious, the matter
remains open and management can offer no assurances that the Company will prevail on all counts. Management does
not expect the matter to have a material adverse effect on the Company.
Subsequent to the Company’s fiscal year end the supplier for some of the Company’s non-core products notified
the Company that they considered the Company to be in default of the distribution agreement between the parties and
were therefore terminating the agreement. During fiscal 2000 the Company sold $1,124,000 (approximately 0.4% of
the Company’s consolidated sales) of products purchased from this supplier. The Company is making counterclaims
against the supplier and will vigorously defend its positions. As of February 29, 2000, the Company has unamortized
distribution costs of approximately $2,487,000 associated with the distribution agreement. The two parties are
negotiating and management believes that there will be no material adverse impact on the financial condition of the
Company. However, no assurances as to the ultimate outcome of this matter can be given at this time.
The Company is involved in various other 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 the consolidated
financial position, results of operations or liquidity of the Company.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters
Price Range of Common Stock
The Company’s Common Stock is listed on the NASDAQ National Market System [symbol: HELE]. The
following table sets forth, for the periods indicated, in dollars per share, the high and low bid prices of the
Common Stock as reported on the NASDAQ National Market System. These quotations reflect the inter-dealer
prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
Fiscal 2000
First quarter
Second quarter
Third quarter
Fourth quarter
High
16 1/2
20
14 3/8
10 11/16
Low
10 5/16
13 3/8
7 1/4
7
7
Fiscal 1999
First quarter
Second quarter
Third quarter
Fourth quarter
22 13/16
26 1/2
22 7/32
17 1/2
15 1/8
17 1/4
12
12 13/16
Approximate Number of Equity Security Holders
The Company had one class of equity security outstanding at February 29, 2000, Common Stock with
a par value of $0.10. As of May 2, 2000, there were 527 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
The Board of Directors’ current policy is to retain earnings to provide funds for the operation and
expansion of the Company’s business and for potential acquisitions. The Company has not paid any cash
dividends on its Common Stock since inception. The Company’s current intention is to pay no cash dividends
in fiscal 2001. 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 the Board of Directors.
Shareholder Rights Plan
Under the terms of a Shareholders Rights Plan approved by the Board of Directors on December 1, 1998
the Board of Directors declared, on that date, a dividend of one preference share right (“Right”) for each
outstanding share of Common Stock. The dividend, which was payable to shareholders of record on December
15, 1998, resulted in no cash payment by the Company, created no liability on the part of the Company and did
not change the number of shares of Common Stock outstanding.
Each Right entitles the registered holder to purchase from the Company one one-thousanth of a share
of Series A First Preference Shares (“Preference Shares”), par value $1.00, at a price of $100 per one one-
thousanth of a Preference Share. One one-thousanth of a Preference Share would have voting rights essentially
equivalent to those associated with one share of Common Stock. Should certain person’s or groups of affiliated
persons acquire more than 15% of the Company’s outstanding Common Stock, they would become an
“Acquiring Person.” At that time, the Board may distribute Rights that are separable from the Common Stock
(on the “Distribution Date”) and may adjust the price of a Preference Share. The Rights are not exercisable and
are inseparable from the Common Stock until the Distribution Date. The Rights associated with an Acquiring
Person’s shares of Common Stock would not be exercisable.
The Rights will expire on December 1, 2008 (the “Final Expiration Date”), unless the Final Expiration
Date is advanced or extended or unless the Rights are earlier redeemed or exchanged by the Company. A more
complete explanation of the Shareholder Rights Plan, along with the Plan itself, is contained in the Form 8-K filed
by the Company with the Securities and Exchange Commission on December 4, 1998.
Recent Sales of Unregistered Securities
In September and October 1998, the Company issued 691,760 and 350,000 shares of Common Stock,
respectively, in connection with the acquisition of Karina, Inc. and DCNL, Inc. The Company also issued
350,000 contingent value rights to the owners of DCNL, Inc. in October 1998, in connection with the acquisition
of DCNL, Inc. The contingent value rights have been redeemed for 222,017 shares of Common Stock.
The shares of Common Stock were issued to the owners of Karina, Inc. and DCNL, Inc. in reliance on
the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended. A
registration statement on Form S-3, which included 691,760 shares of Common Stock issued in September 1998,
8
was declared effective by the Securities and Exchange Commission on October 21, 1998. Additionally, a
registration statement on Form S-3, which included 350,000 shares of Common Stock and 350,000 shares of
Common Stock issuable upon exercise or redemption of contingent value rights issued in October 1998, was
declared effective by the Securities and Exchange Commission on December 2, 1998.
9
Item 6. Selected Financial Data
The selected consolidated financial information set forth below has been summarized from the
Company’s Consolidated Financial Statements. This information should be read in conjunction with the
Consolidated Financial Statements and the related Notes to Consolidated Financial Statements included in Item
8 – “Financial Statements and Supplementary Data”. All currency amounts in this document are denominated
in U.S. dollars.
Twelve Months Ended
Last Day of February
1999
1998
1996
2000
1997
(in thousands, except earnings per share)
Statements of Income Data:
Net sales
$ 299,513
294,487
248,098
213,035
167,053
Cost of sales (1)
Gross profit
Selling, general and
185,685
113,828
175,293
119,194
153,087
95,011
132,861
80,174
102,341
64,712
administrative expenses (1)
104,409
82,862
64,911
57,438
47,356
Operating income
9,419
36,332
30,100
22,736
17,356
Interest expense (3,530)
7,208
Other income, net
(3,337)
2,418
(3,487)
2,203
(2,262)
1,665
(1,795)
1,286
Earnings before income taxes
13,097
35,413
28,816
22,139
16,847
Income taxes
Net earnings
Per Share Data: (2)
Basic
Diluted
(14)
7,083
6,484
4,981
3,790
$ 13,111
28,330
22,332
17,158
13,057
$.45
$.44
1.00
.96
.83
.77
.66
.62
.51
.49
Weighted average number of
common shares outstanding:
Basic
Diluted
29,053
29,885
28,279 26,856
28,851
29,596
26,078
27,770
25,834
26,746
10
Last Day of February
2000
1999
1998
1997
1996
(in thousands)
Balance Sheet Data:
Working capital
$154,395
150,940
154,294
111,937
110,606
Total assets
304,252
294,036
227,560
182,226
154,588
Long-term debt
55,000
55,450
55,450
40,450
40,450
Stockholders’ equity (3)
209,624
199,842
149,484
120,482
101,878
(1) See “Item 6 – Selected Financial Data – Fiscal Year Ended February 29, 2000 versus Fiscal Year Ended
February 28, 1999” for a discussion of certain charges taken during the fourth quarter of fiscal 2000.
(2) Per share data has been adjusted for a 100% stock dividend that was paid on September 22, 1997 and for a
100% stock dividend that was paid on July 1, 1996.
(3) In fiscal 2000 the Company repurchased 526,485 shares of common stock at a cost of $4,076,000.
11
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
The following table sets forth, for the periods indicated, selected consolidated operating data for the
Company as a percentage of net sales.
Relationship to Net Sales
Fiscal Year
2000
Net sales 100.0%
62.0
Cost of sales
38.0
Gross Profit
Selling, general and
administrative expenses
Operating income
Interest expense
Other income, net
Earnings before income taxes
Income taxes
34.9
3.1
(1.1)
2.4
4.4
-
Net earnings
4.4%
1999
100.0
59.5
40.5
28.2
12.3
(1.1)
.8
12.0
2.4
9.6
1998
100.0
61.7
38.3
26.2
12.1
(1.4)
.9
11.6
2.6
9.0
12
Fiscal Year Ended February 29, 2000 Versus Fiscal Year Ended February 28, 1999
Net sales for fiscal 2000 increased $5,026,000 or 2% when compared to fiscal 1999. Increased competition and
sluggish U.S. retail sales of some categories of the Company’s products constrained sales growth for the year.
Gross profit as a percentage of sales decreased to 38.0% in fiscal 2000 from 40.5% in fiscal 1999. Changes in
the mix of products sold and a $2,669,000 charge for the write-off of inventory associated with the fourth quarter
discontinuance of certain product lines discussed below caused the decrease in gross profit as a percentage of sales. The
gross profit percentage in fiscal 2000 is more comparable to that in fiscal 1998 of 38.3%. As noted below in the section
“Fiscal year ended February 28, 1999 versus fiscal year ended February 28, 1998”, in fiscal 1999 the Company
experienced an increased gross profit percentage due to increases in sales of certain comfort products and hair
accessories. The Company’s fiscal 2000 sales were more comparable in mix to fiscal 1998 than fiscal 1999. An increase
in transportation costs from the Far East was another important factor in the reduction of gross profit as a percentage of
sales.
Selling, general, and administrative expenses (SG&A) as a percentage of sales increased to 34.9% in fiscal 2000
compared to 28.2% in fiscal 1999. The Company recorded pre-tax charges of approximately $9 million in the fourth
quarter of fiscal 2000, including primarily charges related to the discontinuation of non-core products. Also during the
fourth quarter, the Company implemented several major organizational changes. These changes realigned organizational
responsibilities, restructured various departments and streamlined certain functions within the Company. These charges
and higher cooperative advertising and freight expenses accounted for a portion of the increase in SG&A expenses as
a percentage of sales. Depreciation and amortization expenses increased as the Company placed its new corporate
headquarters in service and began the amortization of goodwill associated with its fiscal 1999 acquisitions. As reported
in the third fiscal quarter, customer chargebacks in excess of those experienced in prior years also contributed to the
increase. The rise in customer chargebacks was, in part, due to issues associated with the Company taking over the
operations of its El Paso warehouse from an outside contractor in January 1999.
Interest expense for fiscal 2000 remained relatively constant with that of fiscal 1999. In fiscal 2000 the Company
recorded approximately $6.3 million in net realized gains from sales of trading securities. These gains are included in
“Other income, net” on the consolidated statements of income. The Company’s marketable securities consist of shares
of common stock of several publicly traded companies and are stated at market value, as determined by the most recent
trading price of each security as of the balance sheet date. The market risk associated with investments in equity securities
is summarized in the “Liquidity and Capital Resources” section.
The Company recorded a net tax benefit of $14,000 on pretax income of $13,097,000 for the year ended
February 29, 2000. The tax is less than the Company’s normal 20% rate because of two factors. First, Helen of Troy
Limited holds the consolidated group’s investments in marketable securities and is not subject to any capital gains tax
or other income tax on the sale of equity securities. Therefore no income tax expense was recognized on the
approximate $6.3 million gains noted above on trading securities. Second, the Company discontinued certain product
lines in the fourth quarter of the fiscal year. The costs associated with the discontinuance of product lines created an
overall loss for the Company’s U.S. operations that offset the required taxable gains of the Company’s non-U.S.
operations.
13
Fiscal Year Ended February 28, 1999 Versus Fiscal Year Ended February 28, 1998
Fiscal 1999 net sales increased $46,389,000 or 18.7% , to $294,487,000 compared to fiscal 1998 net sales of
$248,098,000. The introduction of new product lines, including the Caruso molecular steam hair setter, and the expansion
of the Company’s line of comfort products, such as foot baths and massagers, contributed significantly to the sales
increase. During fiscal 1999, in separate transactions, the Company acquired 100% of the outstanding stock of Karina,
Inc., a New Jersey corporation, and of DCNL, Inc., a California corporation, both of which market and distribute hair
brushes, combs, and hair care accessories. Increased sales of hair accessories, including those attributable to the
Company’s acquisitions of Karina, Inc. and DCNL, Inc., played an important role in the overall increase in net sales.
In addition, the Company’s non-U.S. business continues to grow.
Gross profit as a percentage of sales increased to 40.5% in fiscal 1999 from 38.3% in fiscal 1998. Increases in sales
of certain comfort products and hair accessories, which generate slightly higher gross margins than many of the
Company’s other products, as a percentage of the Company’s overall sales had a positive effect on gross profit as a
percentage of sales. Additionally, a lower cost per unit on some goods was partially responsible for the increase in gross
profit as a percentage of sales from fiscal 1998 to 1999.
Selling, general and administrative expenses (SG&A) as a percentage of sales increased to 28.2% in fiscal 1999 from
26.2% in fiscal 1998. Advertising expense increased as a percentage of sales, due partially to the Company’s fiscal 1999
Caruso infomercial campaign. Other administrative charges connected with the Caruso infomercial also increased SG&A
as a percentage of sales in fiscal 1999, compared to fiscal 1998. Additionally, the Company recognized bad debt
expenses of $740,000 in the second quarter of fiscal 1999, due to the bankruptcy of a Russian distributor of its product.
That account was the Company’s only significant exposure to credit risk in Russia or Asia.
Interest expense decreased $150,000, or 4.3%, in fiscal 1999, compared to fiscal 1998. The decrease was primarily
due to the capitalization of interest on the construction of the Company’s new corporate headquarters office building.
Construction is expected to be complete in the summer of 1999.
Other income increased by $215,000, or 9.8% in fiscal 1999, compared to fiscal 1998. Interest income increased
as a result of the receipt of interest payments on a note receivable. The effect of the increase in interest income was
partially offset by the fact that the Company recorded a gain on the sale of land in fiscal 1998.
Liquidity and Capital Resources
The Company’s cash balance increased $574,000 from $33,691,000 at February 28, 1999 to $34,265,000 at February
29, 2000. The Company’s operating activities produced a positive cash flow of $28,630,000 during fiscal 2000. Net
earnings, adjusted for expenses that did not utilize cash, such as depreciation and amortization, had a significant positive
effect on cash flows from operations. Changes in the operating assets and liabilities of the Company also had a positive
effect on cash. Investing activities utilized $14,727,000 in cash as the Company made capital expenditures associated with
constructing a new office building and paid in cash in connection with acquisitions. Financing activities decreased the
Company’s cash balance by $13,329,000. The primary uses of cash included repaying short-term borrowing and
repurchasing the Company’s stock.
The Company periodically invests or may invest in certain equity securities. Investing in equity securities entails
certain market risks. Should the stock prices of one or more of the entities in which the Company has invested decline,
the Company could lose part or all of its investment in such securities. The total value of outstanding marketable securities
increased as the Company purchased securities during the year as a means of identifying potential acquisitions. Accounts
receivable decreased due to less sales in the fourth fiscal quarter and improved collections. The Company’s days’ sales
outstanding improved in fiscal 2000 to 73 days when compared to 79 days at February 28, 1999. The increases in
inventory, prepaid expenses and goodwill are primarily due to the acquisition of licenses and of lines of products from
Sunbeam in the fourth fiscal quarter. The increases in deferred taxes and accrued expenses, and the decrease in license
agreements resulted from the fourth quarter write-off of products that the Company will no longer sell.
14
The increase in property and equipment is due to the construction of the Company’s new corporate headquarters.
Other assets increased because of deposits paid for a new order picking system that is being installed in the Company’s
main warehouse.
On September 29, 1999, the Company’s Board of Directors approved a resolution authorizing the Company to
purchase, in open market or private transactions, up to 3,000,000 shares of its own stock over a period extending to
September 29, 2002. As of February 29, 2000, the Company has repurchased 526,485 of its shares under this resolution
at a total cost of $4,076,000. During the period March 1, 2000 to May 15, 2000 the Company repurchased an additional
190,776 shares at a total cost of $1,281,000, bringing the total number of shares repurchased at May 10, 2000 and the total
cost of those shares to 717,261 and $5,357,000, respectively.
Working capital increased from $150,940,000 at February 28, 1999 to $154,395,000 at February 29, 2000. The
Company’s current ratio (computed by dividing current assets by current liabilities) was 4.9 at February 29, 2000 and
February 28, 1999.
On March 14, 2000 the Company acquired a 55% ownership interest in Tactica International, Inc. (“Tactica”) for
$2,500,000. The Company has also agreed to fund Tactica’s working capital requirements through an intercompany
revolving credit facility limited to $17,500,000.
The Company maintains a line of credit with a bank to facilitate short-term borrowings and for the issuance of letters
of credit. This line of credit is limited to $10,000,000, bears interest at the bank’s prime interest rate (8.75% at February
29, 2000) or at alternate rates based on Eurodollar investment rates for specific time periods and expires July 31, 2000.
This line of credit allows the Company to finance up to $3,500,000 in letters of credit, subject to the $10,000,000 total
limit. At February 29, 2000, the Company did not have any borrowings outstanding under this line of credit. $3,408,000
of this line of credit was committed for the issuance of letters of credit at February 29, 2000.
In order to allow the issuance of letters of credit, the Company maintains a facility with another bank. This facility
is limited to $2 million and bears interest at the bank’s prime interest rate plus two percent (10.75% at February 29, 2000).
At February 29, 2000, $674,000 of this facility was used to finance letters of credit, which were funded by the Company
after February 29, 2000. This facility expires July 31, 2000.
The Company had a total of $55,000,000 of long-term debt outstanding at February 29, 2000, consisting of
$40,000,000 in long-term Series A Senior Notes and a $15,000,000 long-term Series B Senior Note. The interest rate on
the Company’s Series A Senior Notes was 7.01% at February 29, 2000. Principal payments on the Series A Senior Notes
begin in fiscal 2005, with the remaining unpaid principal amount due in fiscal 2008. The interest rate on the Series B
Senior Note was 7.24% at February 29, 2000, with principal payments beginning in fiscal 2009 and the remaining unpaid
principal amount due in full in 2013.
Capital expenditures totaled $8,340,000, $17,731,000 and $3,255,000 in fiscal 2000, 1999 and 1998 respectively.
The Company’s operations are not capital intensive. Management believes that the Company’s short and long-term
capital needs will stem primarily from factors associated with its normal operations, such as the need to carry sufficient
levels of inventory. Based on the Company’s current financial condition, management believes that cash flows from
operations and available financing sources will continue to provide sufficient capital resources to fund the Company’s
ongoing liquidity needs for the foreseeable future.
Information Relating to Forward-looking Statements
This report, including the matters discussed in Management’s Discussion and Analysis of Financial Condition and
Result of Operations, financial projections and Year 2000, some of the Company’s press releases and some of the
Company’s comments to the news media, contain certain forward-looking statements that are based on management’s
current expectations with respect to future events or financial performance. A number of risks or uncertainties could
cause actual results to differ materially from historical or anticipated results. Generally, the words “anticipates,”
“believes”, “expects” and other similar words identify forward-looking statements. The Company cautions readers to
not place undue reliance on forward-looking statements. Forward-looking statements are subject to risks that could cause
such statements to differ materially from actual results. Factors that could cause actual results to differ from those
anticipated include: (1) general industry conditions and competition, (2) credit risks, (3) the Company’s material reliance
15
on individual customers or small number of customers, (4) the Company’s material reliance on certain trademarks (5)
risks associated with inventory, including potential obsolescence, (6) risks associated with operating in foreign
jurisdictions, (7) worldwide and domestic economic conditions, (8) the impact of current and future laws, including tax
laws and litigation, (9) uninsured losses, (10) reliance on computer systems, (11) management’s reliance on the
representation of third parties, (12) risks associated with newly acquired product lines and subsidiaries and (13) the risks
described from time to time in the Company’s reports to the Securities and Exchange Commission, including this report.
New Accounting Guidance
In June 1998, the Financial Accounting Standards Board, (“FASB”) issued Statement of Financial Accounting
Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” (SFAS 133). SFAS 133 establishes
accounting and reporting standards for derivative instruments and is effective for financial statements issued for fiscal
quarters of fiscal years beginning after June 15, 2000. Earlier application is encouraged. Based on the nature of its
current operations, the Company does not expect SFAS 133 to have a material effect on its financial statements.
In March 2000, FASB issued FASB Interpretation No. 44 “Accounting for Certain Transactions involving Stock
Compensation” (“Interpretation 44”). Interpretation 44 clarifies the application of the Accounting Principles Board
Opinion No. 25, “Accounting for Stock Issued to Employees” for certain issues and is effective for financial statements
issued after July, 2000. The Company does not expect Interpretation 44 to have a material effect on its financial
statements.
16
Item 8. Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULE
Page
Independent Auditors’ Report
Consolidated Financial Statements:
Consolidated Balance Sheets as of February 29, 2000 and February 28, 1999
Consolidated Statements of Income for each of the years in the
Three-year period ended February 29, 2000
Consolidated Statements of Stockholders’ Equity for each of
The years in the three-year period ended February 29, 2000
Consolidated Statements of Cash Flows for each of the years
In the three-year period ended February 29, 2000
Notes to Consolidated Financial Statements
Financial Statement Schedule –
Schedule II – Valuation and Qualifying Accounts for each of
The years in the three-year period ended February 29, 2000
17
18
20
21
22
24
40
All other schedules are omitted as the required information is included in the consolidated financial statements or
is not applicable.
17
INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Stockholders
Helen of Troy Limited:
We have audited the consolidated financial statements of Helen of Troy Limited and subsidiaries as listed in the index
on page 16. In connection with our audits of the consolidated financial statements, we also have audited the financial
statement schedule as listed in the index on page 16. These consolidated financial statements and financial statement
schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these
consolidated financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of Helen of Troy Limited and subsidiaries as of February 29, 2000 and February 28, 1999, and the results of
their operations and their cash flows for each of the years in the three-year period ended February 29, 2000, in
conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the
related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as
a whole, presents fairly, in all material respects, the information set forth therein.
El Paso, Texas
May 10, 2000
KPMG LLP
18
HELEN OF TROY LIMITED
AND SUBSIDIARIES
Consolidated Balance Sheets
February 29, 2000 and February 28, 1999
(in thousands, except par value and shares)
Current assets:
Cash and cash equivalents
Marketable securities, at market value
Receivables – principally trade, less
allowances of
$2,514 in 2000 and $1,756 in 1999
Inventories
Prepaid expenses
Deferred income tax benefits
Total current assets
Property and equipment,
net of accumulated depreciation of $6,212 in
2000 and $6,905 in 1999
Goodwill, net of accumulated
amortization of $4,569 in 2000
and $2,224 in 1999
License agreements, at cost less accumulated
amortization of $9,384 in 2000
and $9,085 in 1999
Other assets at cost, net of amortization
$304,252
1999
33,691
-
59,799
90,288
2,048
3,858
189,684
42,464
39,052
7,967
14,869
(Continued)
Assets
2000
$34,265
994
52,916
96,959
3,919
4,970
194,023
47,739
40,850
5,504
16,136
294,036
19
HELEN OF TROY LIMITED
AND SUBSIDIARIES
Consolidated Balance Sheets
February 29, 2000 and February 28, 1999
(in thousands, except par value and shares)
Liabilities and Stockholders’ Equity
Current liabilities:
Notes payable to banks
Current portion of long-term debt
Accounts payable, principally trade
Accrued expenses:
Advertising and promotional
Other
Income taxes payable
Total current liabilities
Long-term debt, net of current portion
Total liabilities
Stockholders’ equity
2000
$ -
450
6,295
4,602
15,227
13,054
39,628
55,000
94,628
1999
10,000
-
1,592
4,935
8,563
13,654
38,744
55,450
94,194
Cumulative preferred stock, non-voting, $1.00
par value. Authorized 2,000,000 shares;
none issued
Common stock, $.10 par value. Authorized
50,000,000 shares; 28,837,609 and 29,047,332
-
-
shares issued and outstanding at February 29,
2000 and February 28, 1999, respectively
Additional paid-in-capital
Retained earnings
Total stockholders’ equity
Commitments and contingencies
2,884
53,494
153,246
209,624
-
$304,252
2,905
53,750
143,187
199,842
-
294,036
See accompanying notes to consolidated financial statements.
20
HELEN OF TROY LIMITED
AND SUBSIDIARIES
Consolidated Statements of Income
(in thousands, except shares and earnings per share)
Net sales
Cost of sales
Gross profit
Selling, general and administrative
Expenses
Operating Income
Other income (expense):
Interest expense
Other income, net
Total other income (expense)
Earnings before income taxes
Income taxes
Net earnings
Earnings per share:
Basic
Diluted
Year Ended the Last Day of February
2000
$299,513
185,685
113,828
104,409
9,419
(3,530)
7,208
3,678
13,097
(14)
$13,111
$ .45
$ .44
1999
294,487
175,293
119,194
82,862
36,332
(3,337)
2,418
1998
248,098
153,087
95,011
64,911
30,100
(3,487)
2,203
(919)
35,413
(1,284)
28,816
7,083
28,330
1.00
96
6,484
22,332
.83
77
Weighted average number of common
shares used in computing net earnings per share:
Basic
Diluted
29,052,788
29,885,260
28,278,545
29,596,189
26,856,463
28,850,689
See accompanying notes to consolidated financial statements.
21
HELEN OF TROY LIMITED
AND SUBSIDIARIES
Consolidated Statements of Stockholders’ Equity
Years ended last day of February 2000, 1999 and 1998
(in thousands)
Common
Stock
Additional
Paid-In
Capital
Retained
Earnings
Total
Stockholders’
Equity
Balances, February 28, 1997
$ 1,314
26,643
92,525
120,482
Exercise of common stock
options, net
Stock dividend
Net earnings
Balances, February 28, 1998
Exercise of common stock
options, net
Issuance of common stock to
acquire subsidiaries
Net earnings
Balances, February 28, 1999
Exercise of common stock
options, net
Issuance of common stock
in connection with employee
stock purchase plan
Net issuance of (recovery) common
stock in connection with
acquisitions
Acquisition and retirement
of treasury stock
Net earnings
Balances, February 29, 2000
$ 2,884
63
1,351
-
2,728
73
104
-
2,905
16
4
12
(53)
-
6,607
(1,351)
-
31,899
255
21,596
-
53,750
913
360
(558)
(971)
-
53,494
-
-
22,332
114,857
6,670
-
22,332
149,484
-
328
-
28,330
143,187
21,700
28,330
199,842
-
-
-
(3,052)
13,111
153,246
929
364
(546)
(4,076)
13,111
209,624
See accompanying notes to consolidated financial statements.
22
HELEN OF TROY LIMITED
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(in thousands)
Cash flows from operating activities:
Net earnings
Adjustments to reconcile net earnings
to net cash provided by operating
activities:
Depreciation and amortization
Provision for doubtful receivables
Deferred taxes, net
Gain on sale of assets
Purchases of marketable securities
Proceeds from sales of marketable securities
Realized gain – trading securities
Unrealized loss – trading securities
Impairment of asset held for sale
Intangible asset write-off
Changes in operating assets and liabilities:
Accounts receivable
Inventory
Prepaid expenses
Accounts payable
Accrued expenses
Income taxes payable
Net cash provided by operating
activities
Cash flows from investing activities:
Years Ended Last Day of February
2000
1999
1998
$ 13,111
28,330
22,332
6,921
559
(1,112)
-
(16,340)
21,530
(6,265)
81
650
1,783
6,324
(6,671)
(1,871)
4,703
5,827
(600)
28,630
4,965
993
(511)
3,999
168
(246)
- (216)
-
-
-
-
-
-
-
-
-
-
-
-
(13,403)
(15,720)
1,963
(4,030)
688
8,402
11,677
(7,786)
(3,090)
(2,863)
(1,215)
2,474
4,074
17,631
Capital and license expenditures
Cash paid for acquisitions, net of cash acquired
Proceeds from sale of assets
Additions to other assets
Collection on notes receivable
Net cash used by investing
(8,340)
(1,798)
-
(4,589)
-
(17,731)
(7,471)
-
(11,211)
-
(3,255)
(2,227)
1,692
(2,160)
522
activities
(14,727)
(36,413)
(5,428)
(Continued)
HELEN OF TROY LIMITED
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
23
(in thousands)
Years Ended Last Day of February
2000
1999
1998
Cash flows from financing activities:
Net proceeds from (payments on)
short-term borrowings
Proceeds from (payments on) long-term debt
Payment of payroll tax and income tax withholding
associated with stock options exercised
Proceeds from exercise of stock options, net
Common stock repurchases
(10,000)
-
-
747
(4,076)
10,000
(1,663)
(6,669)
1,089
-
(4,001)
15,000
-
6,670
-
Net cash (used in) provided
by financing activities
(13,329)
2,757
17,669
Net increase (decrease) in cash and cash equivalents
574 (21,979) 29,872
Cash and cash equivalents, beginning
of year
33,691 55,670 25,798
Cash and cash equivalents, end of year
$34,265 $33,691 $55,670
Supplemental cash flow disclosures:
Interest paid
Income taxes paid (net of refunds)
4,003 3,459
1,177 (1,123) (213)
$4,210
Details of acquisitions in which common stock was issued
Fair value of assets acquired
Less:
Liabilities assumed
Common stock issued
Cash paid
Less: cash acquired
Net cash paid for acquisitions in which
Common stock was issued
-
32,107
-
-
6,804
21,700
-
-
3,603
(488)
$ -
3,115
-
-
-
-
-
-
See accompanying notes to consolidated financial statements.
24
HELEN OF TROY LIMITED
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(1) Summary of Significant Accounting Policies
(a)General
Helen of Troy Limited, a Bermuda company, and its subsidiaries (the “Company”) design, develop, import, and
engage in wholesale distribution of hair care appliances, hair brushes, combs and accessories and other
personal care products. The Company purchases products that it sells from unaffiliated manufacturers most
of which are located in the Far East, including manufacturers in The People’s Republic of China, Thailand,
Taiwan and South Korea.
The consolidated financial statements are prepared in U.S. dollars and in accordance with accounting principles
generally accepted in the United States of America. These principles require management to make estimates
and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the disclosure
of contingent assets and liabilities. Actual results could differ from those estimates.
(b)
Principles of Consolidation
The consolidated financial statements include the accounts of Helen of Troy Limited and its subsidiaries.
Intercompany balances and transactions have been eliminated in consolidation.
(c)Inventories
Inventories are stated at the lower of cost (first-in, first-out) or market (net realizable value) and consist primarily
of finished goods.
(d)
Property and Equipment
Property and equipment are stated at cost. Depreciation is recorded on a straight-line basis over the estimated
useful lives of the assets.
(e)Intangible Assets
Intangible assets consist primarily of goodwill, license agreements and trademarks. The Company amortizes
intangible assets using the straight-line method over appropriate periods ranging from five to forty years. The
Company recorded amortization of intangible assets totaling $4,527,000, $3,370,000 and $2,695,000 during
fiscal 2000, 1999 and 1998, respectively.
The Company assesses the recoverability of goodwill by determining whether the amortization of the asset balance
over its remaining life can be recovered through undiscounted future operating cash flows of the acquired
operation. The amount of impairment, if any, is measured based on projected discounted future operating
cash flows. The discount rate used will be based on the Company’s cost of capital. The Company believes no
impairment of goodwill has occurred and that no reduction of the estimated useful lives is warranted.
The great majority of the Company’s sales are made subject to license agreements with the licensors of the Vidal
Sassoon, Revlon® and Dr. Scholl’s® trademarks. The Company amortizes the acquisition costs of the existing
license agreements on a straight-line basis over the lives of the respective agreements. Net sales subject to
license agreements comprised 73%, 80%, and 85% of total net sales for the fiscal years 2000, 1999 and 1998,
respectively.
(Continued)
25
HELEN OF TROY LIMITED
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(1) Summary of Significant Accounting Policies, continued
(f) Income Taxes
The Company uses the asset and liability method to account for income taxes. Deferred income
tax assets and liabilities are recognized for the future tax consequences of temporary
differences between the book and tax bases of various assets and liabilities. Generally,
deferred tax assets represent future tax reductions while deferred tax liabilities represent future
tax liabilities. The Company measures deferred tax assets and liabilities using enacted tax rates
for the years in which it expects that temporary differences will reverse or be settled. Changes
in tax rates affect the carrying values of deferred tax assets and liabilities. The effects of tax
rate changes are recognized in the periods in which they are enacted.
(g) Earnings per Share
Basic earnings per share is computed based upon the weighted average number of common shares
outstanding during the period. Diluted earnings per share is computed based upon the
weighted average number of common shares plus the effects of potentially dilutive securities.
The number of potentially dilutive securities was 832,472, 1,317,644 and 1,994,226 for fiscal
years 2000, 1999 and 1998, respectively. Dilutive securities for the years ended February 29,
2000 and February 28, 1999 included 739,615 and 1,271,565 shares, respectively, attributable
to dilutive stock options and 92,857 and 46,079 shares, respectively, contingently issuable as
part of an acquisition (see note 10). All dilutive securities in fiscal 1998 were attributable to
dilutive stock options. For fiscal years 2000, 1999 and 1998, options to purchase 3,786,612,
2,040,800 and 1,445,800, respectively, were outstanding but were not included in the
computation of earnings per share because the exercise prices of such options were greater
than the average market price of the Company’s common stock.
On August 26, 1997, the Company’s Directors approved a 2-for-1 stock split, which was paid as
a 100% stock dividend on September 27, 1997 to stockholders of record on September 8,
1997. All references in the financial statements to number of shares and per share amounts
of the Company’s common stock have been retroactively restated to reflect the increased
number of common shares outstanding.
(h) Cash Equivalents
The Company considers all highly liquid debt instruments purchased with an original
maturity of three months or less to be cash equivalents.
(i) Marketable Securities
Marketable securities consist of shares of common stock of several publicly traded
companies and are stated at market value, as determined by the most recent trading
price of each security as of the balance sheet date. Management determines the
appropriate classification of the Company’s investments when those investments are
purchased and reevaluates those determinations at each balance sheet date. At
February 29, 2000, the Company held its investments in equity securities of
unaffiliated companies for the purpose of trading them in the near term. Therefore,
all investments in equity securities are classified as trading securities, with all unrealized
gains and losses attributable to such securities included in earnings. Included in the
heading “Other income” on the Consolidated Statement of Income for the year ended
February 29, 2000 are $6,265,000 in realized gains and $81,000 net unrealized losses.
(Continued)
26
HELEN OF TROY LIMITED
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(1) Summary of Significant Accounting Policies, continued
The net unrealized loss on marketable securities is based on the differences between
the market values of such securities and the amounts that the Company paid for them.
(j) Foreign Currency Transactions
The U.S dollar is the functional currency of the Company in accordance with SFAS No.
52, “Foreign Currency Translation.” If applicable, all transactions of Helen of Troy
Limited’s non-U.S. subsidiaries have been re-measured in U.S. dollars using historical
exchange rates. Changes in exchange rates that affect cash flows and the related
receivables or payables are recognized as transaction gains and losses in the
determination of net earnings.
(k) Revenue Recognition
Revenue is recognized when products are shipped to customers.
(l) Advertising
Advertising costs are expensed as incurred. During the fiscal years ended February 29,
2000 and February 28, 1999, and 1998, $18,527,000, $18,212,000 and $13,522,000,
respectively, of advertising costs were charged to selling, general and administrative
expenses.
(m) Warranties
The Company’s products are under warranty against defects in material and workmanship
for a maximum of two years. The Company has established an accrual of
approximately $2,868,000 and $2,369,000 for the fiscal years ended February 29, 2000
and February 28, 1999, respectively, that management believes is sufficient to cover
future warranty costs.
(n) Long-Lived Assets
The Company accounts for long-lived assets in accordance with the provisions of SFAS No.
121, “Accounting for the Impairment of Long-lived Assets and for Long-lived Assets
to be Disposed of”. The Statement requires that long-lived assets and certain
identifiable intangibles be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is measured by a comparison of the
carrying amount of an asset to future net cash flows expected to be generated by the
asset. If such assets are considered to be impaired, the impairment to be recognized
is measured by the amount by which the carrying amount of the assets exceeds the fair
value of the assets. Assets to be disposed of are reported at the lower of the carrying
amount or fair value less costs to sell.
(o) Interest Income
Interest income is included in “Other income, net” on the Consolidated Statements of
Income. Interest income totaled $987,000, $1,496,000 and $1,686,000 in fiscal 2000,
1999 and 1998, respectively.
(Continued)
HELEN OF TROY LIMITED
AND SUBSIDIARIES
27
Notes to Consolidated Financial Statements
(1) Summary of Significant Accounting Policies, continued
(p) Financial Instruments
The carrying amounts of cash and cash equivalents, receivables, accounts payable, accrued
expenses and income taxes payable approximate fair value because of the short
maturity of these items. Based on prevailing interest rates for similar instruments, the
fair value of the current note payable approximates its carrying value. See note 4 for
management’s assessment of the fair value of the Company’s guaranteed Senior
Notes.
(q) Stock-based Compensation Plans
The Company accounts for its stock-based compensation plans in accordance with
Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to
Employees” (“APB No. 25”). Therefore, no compensation cost has been recognized
in connection with the Company’s stock option plans. Disclosures in accordance with
Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based
Compensation,” (“SFAS No. 123”), appear in note 6.
(Continued)
HELEN OF TROY LIMITED
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(2) Property and Equipment
A summary of property and equipment is as follows:
Estimated
as of the last day
28
Land
Buildings and improvements
Computer and other equipment
Furniture and fixtures
Transportation equipment
Construction in progress
Less accumulated depreciation
Property and equipment, net
Useful Lives
(Years)
-
20 - 40
3 - 5
5 - 15
3 - 5
-
of February
2000
$ 10,111
29,184
7,567
6,192
897
-
53,951
(6,212)
$ 47,739
1999
9,627
13,080
7,755
1,451
906
16,550
49,369
(6,905)
42,464
During fiscal 2000 and 1999 the Company capitalized $721,000 and $663,000, respectively,
of interest in connection with the construction of a new office facility.
The Company recorded $2,394,000, $1,595,000 and $1,304,000 of depreciation expense for
fiscal 2000, 1999 and 1998, respectively.
Capital expenditures totaled $8,340,000, $17,731,000 and $3,255,000 in fiscal 2000, 1999
and 1998, respectively. As of February 29, 2000, the Company had entered into
commitments of $504,000 for capital expenditures.
The Company recognized a $650,000 impairment charge during the third quarter of its fiscal
year. The amount was estimated to be the excess of the book value over the estimated
net realizable value of the Company’s former headquarters. The former headquarters
is classified as an asset held for sale and is included in the heading “Other assets” on the
February 29, 2000 Consolidated Balance Sheet. The charge against the value of the
former headquarters is included in “Other income, net” on the Consolidated Statement
of Income.
(Continued)
(3) Notes Payable
HELEN OF TROY LIMITED
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
The Company maintains a line of credit with a bank to facilitate short-term borrowings and for the
issuance of letters of credit. This line of credit is limited to $10,000,000 and allows the issuance
of up to $3,500,000 in letters of credit and bears interest at the bank’s prime rate (8.75% at
February 29, 2000) or at alternate rates based on Eurodollar investment rates for specific time
periods. This line of credit expires on July 31, 2000. At February 29, 2000 no loans were
outstanding under this line of credit and $3,408,000 was used to finance letters of credit which
were funded by the Company subsequent to February 29, 2000.
To allow the issuance of letters of credit, a non-U.S. subsidiary maintains a facility with a bank. This
facility is limited to $2,000,000 (U.S.) and bears interest at the bank’s prime interest rate plus two
percent (10.75% at February 29, 2000), with all outstanding balances due July 31, 2000. At
29
February 29, 2000, no loans were outstanding under this facility and $674,000 was used to
finance letters of credit, which were funded by the Company subsequent to February 29, 2000.
(4) Long-Term Debt
On January 5, 1996 a U.S. subsidiary issued guaranteed Senior Notes at face value of $40,000,000.
Interest is paid quarterly at a rate of 7.01%. The Senior Notes are unsecured, are guaranteed
by Helen of Troy Limited and certain of its subsidiaries and are due January 5, 2008. Annual
principal payments of $10,000,000 begin in fiscal 2005. Using a discounted cash flow analysis
based on estimated market rates, the estimated fair value of the guaranteed Senior Notes at
February 29, 2000 is approximately $36,714,000.
On July 18, 1997 one of the Company’s U.S. subsidiaries issued a $15,000,000 Senior Note.
Interest is paid quarterly at a rate of 7.24%. The $15,000,000 Senior Note is unsecured, is
guaranteed by Helen of Troy Limited and certain of its subsidiaries and is due July 18, 2012.
Principal payments begin in fiscal 2009. Using a discounted cash flow analysis based on
estimated market rates, the estimated fair value of the guaranteed Senior Note at February 29,
2000 is approximately $13,578,000.
The current portion of long-term debt consists of a note for $450,000. The note is payable in full
on January 25, 2001.
(Continued)
30
HELEN OF TROY LIMITED
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(5) Income Taxes
The components of earnings before income tax expense are as follows:
Years ended the last day of February
(in thousands)
U.S.
Non-U.S.
2000
$ (5,725)
18,822
$ 13,097
1999
9,697
25,716
35,413
The components of income tax expense (benefit) are as follows:
Current
U.S.
Non-U.S.
Deferred
2000
$ (182)
1,280
(1,112)
$ (14)
1999
4,734
2,860
(511)
7,083
1998
6,588
22,228
28,816
1998
4,199
2,531
(246)
6,484
Total income tax expense differs from the amounts computed by applying the statutory tax rate to
earnings before income taxes. The reasons for these differences are as follows:
Expected tax expense at the U.S.
statutory rate of 35%
Decrease in income
taxes resulting from income
from non-U.S. operations
subject to varying income
tax rates
Actual tax expense
Years ended the last day of February
2000
(in thousands)
1999
1998
$ 4,584
12,395
10,086
(4,598)
$ (14)
(5,312)
7,083
(3,602)
6,484
(Continued)
31
HELEN OF TROY LIMITED
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(5) Income Taxes, continued
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets
and liabilities at February 29, 2000 and February 28, 1999 are as follows:
Deferred tax assets:
Net operating losses generated by the
tax benefit of stock option exercises
Inventories, principally due to additional
costs of inventories for tax purposes
Accrued expenses
Accounts receivable
Total gross deferred tax assets
Deferred tax liabilities:
Depreciation and amortization
Net deferred tax asset
2000
1999
(in thousands)
$ 718
1,314
3,051
130
5,213
(243)
$ 4,970
1,825
922
758
524
4,029
(171)
3,858
Current accounting standards require that deferred income taxes reflect the tax consequences of future
tax benefits, such as NOLs, to the extent that realization of such benefits is more likely than not.
Although realization is not assured, management believes that the deferred tax asset, including
NOLs, will be realized. The amount of the deferred tax asset considered realizable, however,
could be reduced if estimates of future taxable income during the carryforward period are
reduced.
The Inland Revenue Department (the IRD) in Hong Kong has asserted that it may tax certain profits
of the Company’s foreign subsidiaries for the years 1990 through 1999. Hong Kong tax law
allows for the taxation of profits earned from activities conducted in Hong Kong. The Company
is vigorously defending its position that it conducted the activities that produced the profits in
question outside of Hong Kong. The Company also asserts that it has complied with all
applicable reporting and tax payment obligations. If the IRD’s position were to prevail, the
resulting tax liability could range from $400,000 to $13,000,000 (U.S.). Although the ultimate
resolution of the IRD’s claims cannot be predicted with certainty, management believes that
adequate provision has been made in the financial statements for settlement of the IRD’s claims.
The Company has purchased $5,750,000 (U.S.) in tax reserve certificates in Hong Kong as of February
29, 2000. Tax reserve certificates represent the prepayment by a taxpayer of potential tax
liabilities. The amounts paid for tax reserve certificates are refundable in the event that the value
of the tax reserve certificates exceeds the related tax liability. These certificates are denominated
in Hong Kong currency and are subject to risks associated with foreign currency fluctuations.
(Continued)
32
HELEN OF TROY LIMITED
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
The U.S. federal tax return of the Company’s largest domestic subsidiary for the fiscal year 1997 is
being examined by the Internal Revenue Service (IRS). No adjustments have been proposed by
the IRS. Although the ultimate outcome of the examination cannot be predicted with certainty,
management is of the opinion that adequate provision has been made in the financial statements
for the estimated impact of the examination.
The Company plans to permanently reinvest all of the undistributed earnings of the non-U.S.
subsidiaries of the United States subsidiaries. In accordance with generally accepted accounting
principles, the Company has made no provision for U.S. federal income taxes on a portion of
these undistributed earnings. At February 29, 2000, undistributed earnings for which the
Company had not provided deferred U.S. federal income taxes totaled $50,244,000. The
Company’s United States of America net operating loss of $2,051,000 expires if not utilized by
fiscal 2020.
During fiscal years 2000, 1999 and 1998 officers and employees exercised certain stock options,
resulting in a U.S. federal income tax deduction for the Company. The deductions attributable
to the exercise of stock options did not affect income tax expense for financial reporting
purposes. The tax effect of the stock option exercises increased additional paid-in-capital by
$239,000, $5,907,000 and $2,533,000, respectively, in fiscal 2000, 1999 and 1998.
(6) Stock-Based Compensation Plans
The Company sponsors four stock-based compensation plans. The plans consist of two employee stock
option plans, a non-employee director stock option plan and an employee stock purchase plan.
These plans are described below. The Company accounts for its stock-based compensation plans
under APB No. 25. Accordingly, no compensation expense has been recognized for the
Company’s stock option plans or its stock purchase plan. Had the Company recorded
compensation expense for its stock option plans based on the fair value of the options at the dates
of grant for those awards, consistent with the method of SFAS Number 123, the Company’s net
income and earnings per share would have been reduced to the following pro forma amounts:
Years Ended the last day of February
2000
1999
1998
Net Income:
As Reported
Pro forma
$13,111,000
5,054,000
28,330,000
25,533,000
22,332,000
19,539,000
Earnings per share:
Basic: As Reported
Pro forma
Diluted: As Reported
Pro forma
$
$
$
$
.45
.17
.44
.17
1.00
90
.96
.86
.83
.73
.77
.68
(Continued)
HELEN OF TROY LIMITED
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
33
(6) Stock-Based Compensation Plans, continued
The Company computed the pro forma figures disclosed above using the Black-Scholes option pricing
model with the following weighted-average assumptions used for grants in fiscal 2000, 1999 and
1998, respectively; expected dividend yields of zero for all years; expected volatility 35.1% for
fiscal 2000, 27.4% for fiscal 1999 and 23.4% for fiscal 1998; risk-free interest rates of 6.6% for
fiscal 2000, 5.4% for fiscal 1999 and 6.5% for fiscal 1998; and expected lives of 3, 4, 5 or 10
years depending on the option granted.
Under stock option and restricted stock plans adopted in 1994 and 1998 (the “1994 Plan” and the
“1998 Plan” respectively) the Company reserved a total of 11,000,000 shares of its common
stock for issuance to key officers and employees. Pursuant to the 1994 and 1998 Plans, the
Company grants options to purchase its common stock at a price equal to or greater than the fair
market value on the grant date. Both plans contain provisions for incentive stock options
(“ISOs”), non-qualified stock options (“Non-Qs”) and restricted stock grants. Generally,
options granted under the 1994 and 1998 Plans become exercisable over a four or five-year
vesting period and expire on a date ranging from seven to ten years from their date of grant.
A summary of stock option activity under all plans is as follows:
Years Ended the last day of February
2000
Average
Shares Exercise
(000s) Price
1999
Average
Exercise
(000s) Price
Shares
1998
Average
Exercise
(000s) Price
Shares
Options outstanding,
beginning of year
Options granted
Options exercised
Options forfeited
Options outstanding, end of year
Options exercisable at year-end
Weighted-average fair value of
options granted during the
year
4,393
1,386
(146)
(192)
5,441
$ 11.53
12.16
4.72
8.95
11.96
4,554
1,110
(724)
(547)
4,393
8.10
15.76
2.75
3.20
11.53
3,032
9.54
1,683
6.62
6.40
4,005
1,643
(994)
(100)
4,554
1,966
7.13
3.95
15.68
4.16
5.46
8.10
3.28
7.04
Under a stock option plan for non-employee directors (the “Directors’ Plan”), adopted in fiscal 1996,
the Company reserved a total of 480,000 shares of its common stock for issuance to non-
employee members of the Board of Directors. The Company grants options under the Directors’
Plan at a price equal to the fair market value of the Company’s common stock at the date of
grant. Options granted under the Directors’ Plan vest one year from their date of issuance and
expire ten years after issuance.
(Continued)
HELEN OF TROY LIMITED
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(6) Stock-Based Compensation Plans, continued
The following table summarizes information about stock options at February 29, 2000:
Outstanding Stock Options
Exercisable Stock Options
34
Weighted-
Average
Exercise
Options Price Range Life Price Options Price
Weighted-
Average
Exercise Number of
Number of
Weighted-
Average
Remaining
Contractual
ISOs
Total
Non-Qs
Total
126,982
296,156
103,470
526,608
1,511,272
3,206,986
4,718,258
Directors’ Plan
36,000
160,000
196,000
Total
$3.65 to $7.91
$9.69 to $15.00
$15.59 to $24.31
$4.13 to $ 7.09
$10.00 to $20.00
$5.13 to $10.63
$14.47 to $17.63
3.90
6.02
6.32
5.57
5.89
8.49
7.66
8.09
7.87
7.91
$
$
$
$
$
$
5.07
11.99
17.37
11.38
85,410
33,122
21,160
139,692
4.95
15.20
11.92
1,500,272
1,236,082
2,736,354
8.61
16.02
14.66
16,000
140,000
156,000
$
$
$
$
$
$
4.80
11.76
17.03
8.30
4.94
14.54
9.28
6.09
16.25
15.20
In fiscal 1999 the Company’s shareholders approved an employee stock purchase plan (the “Stock
Purchase Plan”) under which 500,000 shares of common stock are reserved for issuance to the
Company’s employees, nearly all of whom are eligible to participate. Under the terms of the stock
purchase plan employees authorize the Company to withhold from 1% to 15% of their wages or
salaries to purchase the Company’s common stock. The purchase price for stock purchased under
the plan is equal to 85 percent of the stock’s fair market value on either the first day of each
option period or the last day of each period, whichever is lower. During fiscal 2000, 42,148 shares
of common stock were issued under the stock purchase plan.
(Continued)
35
HELEN OF TROY LIMITED
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(7) Commitments and Contingencies
The Company has employment contracts with certain of its officers. These agreements provide for
minimum salary levels and potential incentive bonuses. One agreement automatically renews itself
each month for a five year period and provides that in the event of a merger, consolidation or
transfer of all or substantially all of the assets of the Company to an unaffiliated party, the officer
may make an election to receive a cash payment for the balance of the obligations under the
agreement. The expiration dates for these agreements range from September 2, 2000 to February
28, 2005. The aggregate commitment for future salaries, at February 29, 2000, excluding incentive
compensation, was approximately $3,200,000.
The Company purchases most of the appliances and products that it sells from unaffiliated manufacturers
located in the Far East, principally in the Peoples’ Republic of China, Thailand, Taiwan and South
Korea. Due to the fact that most of its products are manufactured in the Far East, the Company is
subject to risks associated with trade barriers, currency exchange fluctuations and political unrest.
These risks have not historically affected the Company’s operations. Additionally, the Company’s
management believes that it could obtain its products from facilities in other countries, if necessary.
However, the relocation of production capacity could require substantial time and could result in
increased costs.
In October 1999 a demand for Arbitration with the American Arbitration Association was filed. The
demand, filed by Darryl Cohen, Nini Cohen, Lisa Dike Brown and Dennis L. Bergquist, former
shareholders of DCNL, Inc., an entity acquired by the Company in October 1998, alleges that the
Company and certain executive officers breached the October 16, 1998 Merger Agreement between
DCNL California and the Company regarding the redemption of certain contingent value rights and
the calculation of earnout payments. The claimants seek $5,000,000 in compensatory and
$8,000,000 in punitive damages. The Company denies the allegations and has filed various
counterclaims. The Company is vigorously defending its position. Although the Company believes
its position is meritorious, the matter remains open and management can offer no assurances that the
Company will prevail on all counts. Management does not expect the matter to have a material
adverse effect on the Company.
The Company is also involved in various other legal claims and proceedings in the normal course of
operations. The Company is insured for substantially all of the various claims in which it is
involved. In the opinion of management, the outcome of these matters will not have a material
adverse effect on the consolidated financial position, results of operations or liquidity of the
Company and its subsidiaries.
Under the terms of a Shareholders’ rights Plan approved by the Board of Directors in fiscal 1999, the
Board of Directors declared a dividend of one preference share right (“Right”) for each
outstanding share of Common Stock. The Rights are inseparable from the shares of Common
Stock and entitle the holders to purchase one one-thousandth of a share of Series A First Preference
Shares (“Preference Shares”), par value $1.00, at a price of $100 per one-one thousandth of a
Preference Share. Should certain persons or groups of persons (“Acquiring Persons”) acquire
more than 15% of the Company’s outstanding Common
(Continued)
HELEN OF TROY LIMITED
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(7) Commitments and Contingencies, continued
36
Stock, the Board of Directors may either adjust the price at which holders of Rights may purchase
Preference Shares or may redeem all of the then outstanding Rights at $.01 per Right. The Rights
associated with the Acquiring Person’s shares of Common Stock would not be exercisable. The
Rights have certain anti-takeover effects. The Rights could cause substantial dilution to a person
or group that attempts to acquire the Company in certain circumstances, but should not interfere
with any merger or other business combination approved by the Board of Directors. The Rights
expire December 1, 2008, unless their expiration date is advanced or extended or unless the Rights
are earlier redeemed or exchanged by the Company.
On September 29, 1999, the Company’s Board of Directors approved a resolution authorizing the
Company to purchase, in open market or private transactions, up to 3,000,000 shares of its common
stock over a period extending to September 29, 2002. As of February 29, 2000, the Company had
repurchased 526,485 of its shares under this resolution at a total cost of $4,076,000. During the
period March 1, 2000 to May 15, 2000 the Company repurchased an additional 190,776 shares at
a total cost of $1,281,000, bringing the total number of shares repurchased at May 10, 2000 and
the total cost of those shares to 717,261 and $5,357,000, respectively.
(8) Fourth Quarter Charges
During the fourth quarter of fiscal 2000 the Company recorded pre-tax charges of approximately
$9,000,000, including primarily charges related to the discontinuation of non-core products. The
pre-tax charges resulting from such discontinuation included reserves for resolution of future
contractual obligations as well as allowances for customer returns. The charge to selling, general and
administrative expenses included a $1,783,000 write-off of related license costs. Also during the
fourth quarter, the Company implemented several major organizational changes. These changes
realigned organizational responsibilities, restructured various departments and streamlined certain
functions within the Company. Additionally the Company recorded a pre-tax charge to cost of
sales of $2,669,000 for the disposal of inventory associated with the non-core products that were
discontinued. At February 29, 2000 accrued liabilities included approximately $8,000,000 related
to these charges.
(Continued)
37
HELEN OF TROY LIMITED
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(9) Selected Quarterly Financial Data (Unaudited)
Selected unaudited quarterly financial data is as follows (in thousands, except per share amounts):
Three Months Ended the Last Day of
May
August
November
February
Total
Fiscal 2000:
Net sales
$72,188
$71,520
$89,601
$66,204
$299,513
28,949
5,846
26,995
8,140
33,651
24,233 (a)
113,828
5,978
( 6,853) (a)
13,111
Gross profit
Net earnings
Earnings per
share
Basic
Diluted
.20
.20
.28
.27
.21
.20
(.24) (a)
(.23) (a)
.45
.44
Fiscal 1999:
Net sales
$64,136
$72,162
$89,144
$69,045
$294,487
24,989
4,836
28,695
7,544
36,059
11,090
29,451
4,860
119,194
28,330
Gross profit
Net earnings
Earnings per
share
Basic
Diluted
.18
.17
.27
.26
.39
.37
.17
.16
1.00
.96
The business of the Company is somewhat seasonal. Between 54% and 55% of annual sales volume
normally occurs in the second and third fiscal quarters.
(a) See note 8 regarding fourth quarter charges relating to the discontinuance of certain non-core
products.
(Continued)
38
HELEN OF TROY LIMITED
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(10) Segment Information
The Company consists of a single operating segment that sells hair care and other personal care
products in the United States and internationally. Most of the Company’s products are
procured through its subsidiary in Barbados, West Indies. That subsidiary obtains products
from unaffiliated contractors on an order-by-order basis.
The Company’s domestic and international net revenues from third parties and long-lived assets
are as follows:
2000 1999 1998
Net revenues from third parties:
United States
International
Total
$ 264,238 270,600
228,220
35,275 23,887 19,878
$ 299,513 294,487 248,098
Long-lived assets:
United States
International
Total
$ 90,674
37,690
19,555 18,655 12,950
$ 110,229 104,352 50,640
85,697
Sales to one customer and its affiliate accounted for 26% of the Company’s net sales in fiscal 2000
and 29% in fiscal 1999 and 1998.
(11) Acquisitions and Purchases of Trademarks
On October 4, 1996 the Company acquired the assets of two personal care lines of Dazey
Corporation, of Kansas City, Missouri. Included in the purchase were certain inventories,
designs, equipment, tooling, license rights and trademarks for existing products bearing the
Dazey, Lady Dazey, Lady Carel and Dr. Scholl’s trade names.
On June 12, 1997 the Company acquired the assets of Caruso International in a cash transaction.
Included in the purchase were certain inventories, designs and trademarks.
On July 31, 1998, the Company acquired the WIGO(cid:226)
trademark and certain assets from EWT
Elektrogerate GmbH & Co. KG of Germany in a cash transaction. As a result, the Company
now has the exclusive worldwide rights to design, market and sell various appliances, including
professional salon hair care appliances, under the WIGO(cid:226)
trademark.
On September 25, 1998, the Company acquired 100% of the stock of Karina, Inc., a New Jersey
corporation. Karina develops, designs and markets basic and fashion hair accessories, brushes,
combs, and various personal care implements. In exchange for the stock of Karina, the
Company issued 691,760 shares of its common stock to Karina’s shareholders. During fiscal
2000 shares held in escrow related to this acquisition were settled resulting in an escrow
recovery to the Company of approximately $546,000.
(Continued)
HELEN OF TROY LIMITED
AND SUBSIDIARIES
39
(11) Acquisitions and Purchases of Trademarks, continued
Notes to Consolidated Financial Statements
On October 19, 1998, the Company acquired 100% of the stock of DCNL, Inc., a California
corporation. DCNL develops, designs and markets specialized hair brushes and accessories. In
exchange for the stock of DCNL, the Company issued 350,000 shares of its Common Stock and
made additional cash payments to DCNL’s shareholders. Under the terms of the agreement,
DCNL’s shareholders redeemed their contingent value rights issued as part of the acquisition
and received 154,544 additional shares of Helen of Troy common stock subsequent to fiscal
1999 and 67,473 additional shares were added to the escrow account.
In January 2000 the Company purchased certain licenses and assets from Sunbeam Corporation.
As a result, the Company now has the exclusive rights to distribute human hair clippers and
trimmers under the Sunbeam(cid:226)
and Oster(cid:226)
trademarks.
The Company accounted for the acquisitions discussed above using the purchase method of
accounting. Costs in excess of the fair value of the net tangible assets acquired in the Dazey,
Caruso, WIGO, Karina and DCNL acquisitions total $43,300,000 and are included in goodwill.
The Company is amortizing these costs over 15 years in the cases of the Dazey and Caruso
transactions and 30 years for the WIGO, Karina and DCNL transactions.
On a proforma basis these acquisitions would not have a material effect on net revenues or net
earnings.
(12) Subsequent Event
Subsequent to the Company’s fiscal year end the supplier for some of the Company’s non-core
products notified the Company that they considered the Company to be in default of the
distribution agreement between the parties and were therefore terminating the agreement.
During fiscal 2000 the Company sold $1,124,000 (approximately 0.4% of the Company’s
consolidated sales) of products purchased from this supplier. The Company is making
counterclaims against the supplier and will vigorously defend its positions. As of February 29,
2000, the Company has unamortized distribution costs of approximately $2,487,000 associated
with the distribution agreement. The two parties are negotiating and management believes that
there will be no material adverse impact on the financial condition of the Company. However,
no assurances as to the ultimate outcome of this matter can be given at this time.
On March 14, 2000 the Company acquired a 55% ownership interest in Tactica International, Inc.
for $2,500,000. The Company has also agreed to fund Tactica’s working capital requirements
through an intercompany revolving credit facility limited to $17,500,000.
HELEN OF TROY LIMITED AND SUBSIDIARIES
Schedule II
Valuation and Qualifying Accounts
Years ended February 29, 2000 and February 28, 1999 and 1998
(in thousands)
Additions
40
Charge
to
Balance at
Beginning costs and
Write-off of
uncollectible
Balance at
end of
Description Of Year expenses Recoveries accounts year
Year ended February 29, 2000
Allowances for accounts receivable $ 1,756
$ 2,514
$ 2,554
$ 1,860
$ 64
Year ended February 28, 1999
Allowances for accounts receivable
568
2,267
Year ended February 28, 1998
Allowances for accounts receivable
400
551
29
-
1,108
1,756
383
568
41
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None
PART III
Item 10.
Directors and Executive Officers of the Registrant
Information in the Company’s Proxy Statement, which will be filed within 120 days of the end
of the Company’s 2000 fiscal year, is incorporated herein by reference in response to this Item 10.
Item 11.
Executive Compensation
Information in the Company’s Proxy Statement, which will be filed within 120 days of the end
of the Company’s 2000 fiscal year, is incorporated herein by reference in response to this Item 11.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information in the Company’s Proxy Statement, which will be filed within 120 days of the end
of the Company’s 2000 fiscal year, is incorporated herein by reference in response to this Item 12.
Item 13.
Certain Relationships and Related Transactions
Information in the Company’s Proxy Statement, which will be filed within 120 days of the end
of the Company’s 2000 fiscal year, is incorporated herein by reference in response to this Item 13.
42
PART IV
Item 14.
Exhibits, Financial Statements Schedule, and Reports on Form 8-K
(a)
Exhibits
3.1 Memorandum of Association. (Filed as Exhibit 31 to the Registrant’s Registration
Statement on Form S-4, File No. 33-73594, filed with the Securities and Exchange
Commission on December 30, 1993).
3.2
4.1
Bye-Laws. (Filed as Exhibit 3.2 to the Registrant’s Registration Statement on Form
S-4, File No. 33-73594, filed with the Securities and Exchange Commission on
December 30, 1993).
Rights Agreement, dated as of December 1, 1998, between Helen of Troy Limited
and Harris Trust and Savings Bank, as Rights Agent. (Filed as Exhibit 4 to the
Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange
Commission on December 4, 1998).
10.1 Vidal Sassoon, Inc. Amended License Agreement of December 22, 1982. (Filed
as Exhibit 10.1 to the Helen of Troy Corporation’s Registration Statement on Form
S-2, File No. 2-82520, filed with the Securities and Exchange Commission on
March 18, 1983).
10.2 Letter Agreements Amending Sassoon License Agreement. (Filed as Exhibit 10.2
to the Helen of Troy Corporation’s Registration Statement on Form S-2, File No.
33-13253, filed with the Securities and Exchange Commission on April 8, 1987).
10.3 Form of Directors’ and Executive Officers’ Indemnity Agreement dated February
11, 1994 executed by each of Gerald J. Rubin, Robert D. Spear, Stanlee N. Rubin,
Gary B. Abromovitz, Byron H. Rubin, Daniel C. Montano, and Christopher L.
Carameros. (Filed as Exhibit 10.2 to the Registrants Registration Statement on
Form S-4, File No. 33-73594, filed with the Securities and Exchange Commission
on December 10, 1993).
10.4
1994 Stock Option and Restricted Stock Plan, as previously filed with the
Registrants’ Registration Statement on Form S-4, File No. 33-73594, as Exhibit
10.1 filed with the Securities and Exchange Commission on December 30, 1993,
is hereby incorporated herein by reference.
10.5 Vidal Sassoon, Inc., European License Agreement, dated January 1, 1990. (Filed
as Exhibit 10.25 to Helen of Troy Corporation’s Annual Report on Form 10-K for
the period ending February 28, 1990, filed with the Securities and Exchange
Commission).
10.6 Revlon Consumer Products Corporation (RCPC) North American Appliances
License Agreement dated September 30, 1992. (Filed as Exhibit 10.31 to Helen
of Troy Corporation’s Quarterly report on Form 10-Q for the period ending
November 30, 1992 filed with the Securities and Exchange Commission).
10.7 Revlon Consumer Products Corporation (RCPC) International Appliances License
Agreement dated September 30, 1992. (Filed as Exhibit 10.32 to Helen of Troy
Corporation’s Quarterly report on Form 10-Q for the period ending November 30,
1992 filed with the Securities and Exchange Commission).
10.8 Revlon Consumer Products Corporation (RCPC) North American Comb and Brush
43
License Agreement dated September 30, 1992. (Filed as Exhibit 10.33 to Helen
of Troy Corporation’s Quarterly report on Form 10-Q for the period ending
November 30, 1992 filed with the Securities and Exchange Commission).
10.9 Revlon Consumer Products Corporation (RCPC) International Comb and Brush
License Agreement dated September 30, 1992. (Filed as Exhibit 10.34 to Helen
of Troy Corporation’s Quarterly report on Form 10-Q for the period ending
November 30, 1992 filed with the Securities and Exchange Commission).
10.10 First Amendment to RCPC North America Appliance License Agreement, dated
September 30, 1992. (Filed as Exhibit 10.26 to Helen of Troy Corporation’s
Annual Report on Form 10-K for the period ending February 28, 1993 filed with
the Securities and Exchange Commission).
10.11 First Amendment to RCPC North America Comb and Brush License Agreement,
dated September 30, 1992. (Filed as Exhibit 10.27 to Helen of Troy Corporation’s
Annual Report on Form 10-K for the period ending February 28, 1993 filed with
the Securities and Exchange Commission).
10.12 First Amendment to RCPC International Appliance License Agreement, dated
September 30, 1992. (Filed as Exhibit 10.28 to Helen of Troy Corporation’s
Annual Report on Form 10-K for the period ending February 28, 1993 filed with
the Securities and Exchange Commission).
10.13 First Amendment to RCPC International Comb and Brush License Agreement, dated
September 30, 1992. (Filed as Exhibit 10.29 to Helen of Troy Corporation’s
Annual Report on Form 10-K for the period ending February 28, 1993 filed with
the Securities and Exchange Commission).
10.14 License Agreement between Helen of Troy Corporation and Helen of Troy Limited,
a Barbados corporation, dated February 28, 1994. (Filed as Exhibit 10.22 to the
Registrant’s Annual Report on Form 10-K for the period ending February 28,
1994 filed with the Securities and Exchange Commission).
10.15 Amended and Restated Note Purchase, Guaranty and Master Shelf Agreement,
$40,000,000 7.01% Guaranteed Senior Notes and $40,000,000 Guaranteed Senior
Note Facility. (Filed as Exhibit 10.23 to the Registrant’s Quarterly Report on Form
10-Q for the period ending November 30, 1996).
10.16 Employment contract for H. McIntyre Gardner. (Filed as Exhibit 10.24 to the
Registrant’s Quarterly Report on Form 10-Q for the period ending November 30,
1997).
10.17 Helen of Troy Limited 1995 Non-Employee Director Stock Option Plan. (Filed
as Exhibit 4.3 to the Registrant’s Registration Statement on Form S-8, File Number
333-67349, filed with the Securities and Exchange Commission on August 30,
1996).
10.18 Helen of Troy Limited 1998 Employee Stock Option and Restricted Stock Plan.
(Filed as Exhibit 4.3 to the Registrant’s Registration Statement on Form S-8, File
Number 333-67349, filed with the Securities and Exchange Commission on
November 6, 1998).
10.27 Helen of Troy Limited 1998 Employee Stock Purchase Plan, as previously filed as
Exhibit 4.3 of the Registrant’s Registration Statement on Form S-8, File Number
333-67369, filed with the Securities and Exchange Commission on November 6,
1998, is hereby incorporated herein by reference.
10.28 Amended and Restated Employment Agreement between Helen of Troy Limited
44
and Gerald J. Rubin, dated March 1. 1999. (Filed as Exhibit 10.29 to the
Registrant’s Quarterly Report on Form 10-Q for the period ending August 31,
1999).
10.29 Amended and Restated Helen of Troy Limited 1995 Non-Employee Director Stock
Option Plan. (Filed as Exhibit 10.30 to the Registrant’s Quarterly Report on Form
10-Q for the period ending August 31, 1999).
21*
Subsidiaries of the Registrant, filed herewith.
23*
Independent Auditors’ Consent, filed herewith.
27*
Financial Data Schedule, filed herewith.
*filed herewith
(b)
The following documents are filed as part of the report:
1.
Financial Statements
Independent Auditors’ Report
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
2.
Schedule:
Schedule II – Valuation and Qualifying Accounts
(c)
Reports on Form 8-K
On December 21, 1999 the Company filed a report on Form 8-K in connection with the
public announcement of its third quarter fiscal 2000 earnings.
45
The registrant will send its annual report to security holders and proxy solicitation material subsequent to the filing of
this form and shall furnish copies of both to the Commission when they are sent to security holders.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
HELEN OF TROY LIMITED
By:s/Gerald J. Rubin
Gerald J. Rubin, Chairman,
Chief Executive Officer and Director
Dated May 26, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title
Date
s/Gerald J. Rubin
(Gerald J. Rubin)
s/H. McIntyre Gardner
(H. McIntyre Gardner)
Chairman of the Board, Chief
Executive Officer and Director
(Principal Executive Officer)
May 26, 2000
President, Chief Operating Officer
and Director
May 26, 2000
s/Dona Fisher
Officer)
May 26, 2000
(Dona Fisher)
Senior Vice President, Finance
and Chief Financial Officer
(Principal Financial and Accounting
s/Stanlee N. Rubin
(Stanlee N. Rubin)
Director
May 26, 2000
s/Christopher L. Carameros
(Christopher L. Carameros)
Director
May 26 , 2000
s/Byron H. Rubin
Director
(Byron H. Rubin)
May 26, 2000
46
s/Daniel C. Montano
(Daniel C. Montano)
Director
s/Gary B. Abromovitz
(Gary B. Abromovitz)
Director
May 26, 2000
May 26, 2000
47