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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of THE SECURITIES EXCHANGE ACT OF 1934
 
Date of report (Date of earliest event reported)  October 4, 2023
helenoftroylogoa15.jpg
 
HELEN OF TROY LIMITED
(Exact name of registrant as specified in its charter)

Commission File Number:  001-14669
Bermuda 74-2692550
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)

Clarendon House
2 Church Street
Hamilton, Bermuda
(Address of principal executive offices)
 
One Helen Of Troy Plaza
El Paso, Texas 79912
(Registrant's United States mailing address)

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


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: 
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Shares, $0.10 par value per share HELE The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    



Item 2.02    Results of Operations and Financial Condition.

On October 4, 2023, Helen of Troy Limited (the “Company”, “our”, “we” or “us”) issued a press release announcing the results for the second quarter of fiscal 2024.  With this Form 8-K, we are furnishing a copy of the press release (attached hereto as Exhibit 99.1).  The press release is also provided on the Investor Relations Page of our website at: http://www.helenoftroy.com.  The information contained on this website is not included as a part of, or incorporated by reference into, this report.

Certain written and oral statements made by the Company and subsidiaries of the Company may constitute “forward-looking statements” as defined under the Private Securities Litigation Reform Act of 1995. This includes statements made in this Form 8-K and the exhibits attached hereto, in other filings with the SEC, and in certain other oral and written presentations. Generally, the words “anticipates”, “believes”, “expects”, “plans”, “may”, “will”, “might”, “would”, “should”, “seeks”, “estimates”, “project”, “predict”, “potential”, “currently”, “continue”, “intends”, “outlook”, “forecasts”, “targets”, “could”, and other similar words identify forward-looking statements. All statements that address operating results, events or developments that the Company expects or anticipates may occur in the future, including statements related to sales, expenses, earnings per share results, and statements expressing general expectations about future operating results, are forward-looking statements and are based upon its current expectations and various assumptions. The Company believes there is a reasonable basis for these expectations and assumptions, but there can be no assurance that the Company will realize these expectations or that these assumptions will prove correct. Forward-looking statements are only as of the date they are made and are subject to risks that could cause them to differ materially from actual results. Accordingly, the Company cautions readers not to place undue reliance on forward-looking statements. The forward-looking statements contained in this Form 8-K and the exhibits attached hereto should be read in conjunction with, and are subject to and qualified by, the risks described in the Company’s Form 10-K for the year ended February 28, 2023, and in the Company’s other filings with the SEC. Investors are urged to refer to the risk factors referred to above for a description of these risks. Such risks include, among others, the occurrence of cyber incidents or failure by the Company or its third-party service providers to maintain cybersecurity and the integrity of confidential internal or customer data, a cybersecurity breach, obsolescence or interruptions in the operation of the Company’s central global Enterprise Resource Planning systems and other peripheral information systems, the geographic concentration of certain United States (“U.S.”) distribution facilities which increases its risk to disruptions that could affect the Company's ability to deliver products in a timely manner, the Company's ability to develop and introduce a continuing stream of innovative new products to meet changing consumer preferences, actions taken by large customers that may adversely affect the Company’s gross profit and operating results, the Company’s dependence on sales to several large customers and the risks associated with any loss of, or substantial decline in, sales to top customers, the Company’s dependence on third-party manufacturers, most of which are located in Asia, and any inability to obtain products from such manufacturers, the Company’s ability to deliver products to its customers in a timely manner and according to their fulfillment standards, the risks associated with trade barriers, exchange controls, expropriations, and other risks associated with domestic and foreign operations including uncertainty and business interruptions resulting from political changes and actions in the U.S. and abroad, such as the current conflict between Russia and Ukraine, and volatility in the global credit and financial markets and economy, the Company’s dependence on the strength of retail economies and vulnerabilities to any prolonged economic downturn, including a downturn from the effects of macroeconomic conditions, any public health crises or similar conditions, risks associated with the use of licensed trademarks from or to third parties, risks associated with weather conditions, the duration and severity of the cold and flu season and other related factors, the Company’s reliance on its Chief Executive Officer and a limited number of other key senior officers to operate its business, the Company's ability to execute and realize expected synergies from strategic business initiatives such as acquisitions, divestitures and global restructuring plans, including Project Pegasus, the risks of potential changes in laws and regulations, including environmental, employment and health and safety and tax laws, and the costs and complexities of compliance with such laws, the risks associated with increased focus and expectations on climate
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change and other environmental, social and governance matters, the risks associated with significant changes in or the Company's compliance with regulations, interpretations or product certification requirements, the risks associated with global legal developments regarding privacy and data security that could result in changes to its business practices, penalties, increased cost of operations, or otherwise harm the business, the Company’s dependence on whether it is classified as a “controlled foreign corporation” for U.S. federal income tax purposes which impacts the tax treatment of its non-U.S. income, the risks associated with legislation enacted in Bermuda and Barbados in response to the European Union’s review of harmful tax competition, the risks associated with accounting for tax positions and the resolution of tax disputes, the risks of significant tariffs or other restrictions being placed on imports from China, Mexico or Vietnam or any retaliatory trade measures taken by China, Mexico or Vietnam, the risks associated with product recalls, product liability and other claims against the Company, and associated financial risks including but not limited to, significant impairment of the Company's goodwill, indefinite-lived and definite-lived intangible assets or other long-lived assets, increased costs of raw materials, energy and transportation, the risks to the Company's liquidity or cost of capital which may be materially adversely affected by constraints or changes in the capital and credit markets, interest rates and limitations under its financing arrangements, risks associated with foreign currency exchange rate fluctuations, and projections of product demand, sales and net income, which are highly subjective in nature, and from which future sales and net income could vary in a material amount. The Company undertakes no obligation to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise.

The press release includes or refers to certain measures that the Company believes are non-GAAP financial measures as defined by SEC Regulation G, Rule 100. The press release contains tables that reconcile these measures to their corresponding GAAP-based financial measures presented in the Company’s condensed consolidated statements of income and cash flows. The material limitation associated with the use of the non-GAAP financial measures is that the non-GAAP measures do not reflect the full economic impact of the Company’s activities. These non-GAAP financial measures are not prepared in accordance with GAAP, are not an alternative to GAAP financial measures, and may be calculated differently than non-GAAP financial measures disclosed by other companies. Accordingly, undue reliance should not be placed on non-GAAP financial measures.

The information in this Item 2.02 of this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or any proxy statement or report or other document we may file with the SEC, regardless of any general incorporation language in any such filing, except as shall be expressly set forth by specific reference in such filing.

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Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 4, 2023, the Company announced the appointment by the Company’s Board of Directors of Brian L. Grass, age 53 , to serve as Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer of the Company, effective as of September 23, 2023. Mr. Grass has been serving as interim Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer since April 28, 2023, and there has been no change in the biographical and other information previously disclosed about Mr. Grass under Item 5.02(c) in the Company's Current Report on Form 8-K dated March 2, 2023, and such information is incorporated herein by reference.

As compensation for his service as the Company’s Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer, Mr. Grass will receive compensation as follows:

an annual base salary of $600,000;
eligibility to receive an annual performance bonus payable in cash at a target of 85% of Mr. Grass'         annual base salary under the Company’s 2011 Annual Incentive Plan (the “Annual Incentive Plan”); and
eligibility to receive a long-term incentive award under the Company’s 2018 Stock Incentive Plan (the “Stock Incentive Plan”) at a target of $1,600,000, consisting of a mix of performance-based and time-vested incentive equity awards.

For fiscal year 2024, the annual performance bonus and long-term incentive award will be pro-rated based on the number of days from September 25, 2023 through the remainder of the fiscal year. Additionally, Mr. Grass will be eligible to participate in welfare and benefit plans and programs generally available to all full-time associates of the Company and has entered into an indemnification agreement in substantially the same form as the indemnification agreement the Company has entered into with its other executive officers.

The Company and Helen of Troy Nevada Corporation, a wholly-owned subsidiary of the Company, also entered into an agreement with Mr. Grass which provides certain payments and benefits to him, which are described below, if his employment is terminated in the future under certain qualifying events as defined in such agreement (the “Severance Agreement”):

Termination by Mr. Grass For Good Reason or by Company Other Than For Cause (Not in Connection With a Change of Control). If Mr. Grass' employment is terminated by Mr. Grass for Good Reason (other than due to Retirement Termination of Employment (as defined below)) or by the Company other than for Cause, death, disability or Retirement Termination of Employment, then he will be entitled to receive: (1) any portion of unpaid base salary or other benefit earned but not yet paid to him as of the date of termination (including any unpaid cash or equity incentive payment earned and vested prior to the effective date of such termination under the Annual Incentive Plan or the Stock Incentive Plan and successor plans), (2) a cash payment equal to Mr. Grass' then-applicable annual base salary, (3) a bonus of 100% of the target annual incentive under the Annual Incentive Plan for the year in which the termination occurred, (4) a pro rata bonus under the Annual Incentive Plan for the year in which the termination occurred, based upon the actual performance of the Company at the end of such performance period, (5) a pro rata portion of any performance-based compensation that would be vested or otherwise payable under the Stock Incentive Plan, based upon the actual performance of the Company at the end of the performance periods for the periods during which the termination occurred, (6) immediate vesting of a pro rata portion of any installment of time-vested restricted stock units (“RSUs”), time-vested restricted stock awards (“RSAs”) and time-vested options issued under the Stock Incentive Plan that would have vested following the date of termination, and (7) to the extent permitted by benefit plans of the Company and its subsidiaries, and applicable law, the continuation of health
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insurance benefits under COBRA for Mr. Grass and his family for a maximum of 12 months after the date of termination or until Mr. Grass is covered by or eligible for coverage under another health insurance policy, if that occurs earlier than 12 months. All payments and benefits due to Mr. Grass, other than any portion of unpaid base salary and any payment or benefit otherwise required by any rule or regulation issued by any state or federal governmental agency, will be contingent upon Mr. Grass' execution of a general release of all claims to the maximum extent permitted by law against the Company, its affiliates and their respective and former directors, employees and agents pursuant to the Severance Agreement.

Termination by Mr. Grass for Good Reason or by Company Other Than For Cause (In Connection With a Change of Control). Under the Severance Agreement, if Mr. Grass' employment is terminated by Mr. Grass for Good Reason (other than due to Retirement Termination of Employment) or by the Company other than for Cause, death, disability or Retirement Termination of Employment within six months prior to, on, or within eighteen months following a change of control, then he will be entitled to receive: (1) any portion of unpaid base salary or other benefit earned but not yet paid to him as of the date of termination (including any unpaid cash or equity incentive payment earned and vested prior to the effective date of such termination under the Annual Incentive Plan or the Stock Incentive Plan), (2) cash severance equal to 150 percent of his then applicable base salary and 150 percent of his target annual incentive award under the Annual Incentive Plan for the year in which the termination occurred, (3) the pro rata portion of the target amount of any annual incentive compensation under the Annual Incentive Plan for the period in which the termination occurred, (4) immediate vesting of all unvested, time-vested RSUs and unvested, time-vested RSAs issued under the Stock Incentive Plan that are outstanding immediately prior to the date of termination, (5) immediate vesting of all unvested, time-vested options granted under the Stock Incentive Plan that are outstanding as of immediately prior to the date of termination and an extended exercisability period for such options, (6) immediate vesting based on assumed performance attainment at target levels of all unvested performance-based RSUs and unvested performance-based RSAs issued under the Stock Incentive Plan that are outstanding as of immediately prior to the date of termination, and (7) to the extent permitted by benefit plans of the Company and its subsidiaries, and applicable law, the continuation of health insurance benefits under COBRA for Mr. Grass and him family for a maximum of 18 months after the date of termination or until Mr. Grass is covered by or eligible for coverage under another health insurance policy, if that occurs earlier than 18 months. In the event any outstanding equity awards issued pursuant to the Stock Incentive Plan are not assumed in connection with a change of control, such awards will immediately vest in accordance with the terms of the Stock Incentive Plan. All payments and benefits due to Mr. Grass, other than any portion of unpaid base salary and any payment or benefit otherwise required by any rule or regulation issued by any state or federal governmental agency, will be contingent upon Mr. Grass' execution of a general release of all claims to the maximum extent permitted by law against the Company, its affiliates and their respective and former directors, employees and agents pursuant to the Severance Agreement.

Retirement Benefits. If Mr. Grass, by written notice to the Company, voluntarily terminates his employment with the Company for any reason other than for Cause, death or Good Reason any time after the date (a) the sum of Mr. Grass' age and number of years of service of employment with the Company or any of its affiliates or subsidiaries is 65, and (b) Mr. Grass attains ten consecutive years of employment with the Company or any of its affiliates or subsidiaries (“Retirement Termination of Employment”), Mr. Grass will be entitled to receive: (1) any portion of unpaid base salary or other benefit earned but not yet paid to him as of the date of termination (including any unpaid cash or equity incentive payment earned and vested prior to the effective date of such termination under the Annual Incentive Plan or the Stock Incentive Plan), (2) the continued vesting of any performance-based Eligible RSAs (as defined below) at the same time that such Eligible RSAs would otherwise become eligible to vest if the Compensation Committee, in its reasonable discretion, determines the Eligible RSAs would be vested under the Stock
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Incentive Plan for the performance period during which Mr. Grass' employment with the Company was terminated had Mr. Grass' employment not been terminated, based upon the Company’s actual performance at the end of such performance period (where “Eligible RSAs” means, with respect to each award of RSAs granted under the Stock Incentive Plan that is not fully vested, each unvested RSA that has a grant date that is at least six months before the date of termination; provided that Eligible RSAs do not include RSAs for which acceleration would not be permitted under these circumstances pursuant to the terms of the applicable award agreement), (3) the continued vesting of the pro rata portion of any unvested tranche of time-vested Eligible RSAs, and (4) to the extent permitted by benefit plans of the Company and its subsidiaries, and applicable law, the continuation of health insurance benefits under COBRA for Mr. Grass and his family for a maximum of 18 months after the date of termination or until Mr. Grass is covered by or eligible for coverage under another health insurance policy, if that occurs earlier than 18 months. All payments and benefits due to Mr. Grass, other than any portion of unpaid base salary and any payment or benefit otherwise required by any rule or regulation issued by any state or federal governmental agency, will be contingent upon Mr. Grass' execution of a general release of all claims to the maximum extent permitted by law against the Company, its affiliates and their respective and former directors, employees and agents pursuant to the Severance Agreement.

If any payments, awards or benefits are owed to Mr. Grass in connection with a change of control as described in the second bullet point above, then Mr. Grass will not be entitled to any payment or benefit as a result of termination by Mr. Grass for Good Reason or by the Company other than for Cause (not in connection with a change of control) described in the first bullet point above. If Mr. Grass is eligible for payments, awards or benefits in connection with a change of control and for the retirement benefits described in the third bullet point above, then he will be awarded the payments, awards or benefits associated with a change of control and will not be entitled to any retirement benefits; in addition, if, following the end of the relevant performance period for the performance-based RSAs that Mr. Grass received, the number of Eligible RSAs that would have vested in the case of Mr. Grass' retirement is greater than the number of performance-based RSAs that actually vested, then Mr. Grass will also be entitled to the positive difference thereof.

Generally, a change of control will have the same meaning under the Severance Agreement as defined under the Stock Incentive Plan.

“Good Reason” means, generally, the occurrence of any of the following without Mr. Grass' consent: (a) Mr. Grass is not vested with the powers and authority of the Chief Financial Officer, or there is a significant change by the Company in Mr. Grass' functions, duties or responsibilities which would cause his position to become of less responsibility or scope; (b) a material reduction by the Company in Mr. Grass' base salary; (c) the Company requires Mr. Grass to move his residence more than fifty miles from El Paso, Texas; or (d) any successor refuses to assume the Severance Agreement in accordance with its terms. Good Reason only occurs if (1) Mr. Grass delivers written notice to the Company of the occurrence of the event that constitutes Good Reason within 90 days of learning of the initial existence of the event, (2) the Company fails to remedy the event within 30 days of the delivery of such notice, and (3) Mr. Grass terminates his employment no later than 30 days following the end of such cure period.

“Cause” includes, generally, (a) fraud, embezzlement or similar action; (b) material breach of any written policy of the Company; (c) any act of dishonesty which is injurious to the business reputation of the Company or violation of the Company’s insider trading policy; (d) failure to perform material duties, including the failure to follow the directions of the Board or the Chief Executive Officer; or (e) the breach of any fiduciary duty owed to the Company and/or its shareholders.

In consideration for the payment and benefits provided under the Severance Agreement, Mr. Grass will be subject to reasonable and necessary restrictive covenants to protect the Company, including restrictions on disparagement of the Company or its officers, directors, employees or agents in any
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manner likely to be harmful to it or them or its or their business, business reputation or personal reputation.

The foregoing description of the Severance Agreement is a summary and is qualified in its entirety by reference to the text of the Severance Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d)        Exhibits
Exhibit Number    Description
 
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 HELEN OF TROY LIMITED
  
Date: October 4, 2023/s/ Brian L. Grass
 Brian L. Grass
 Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer
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September 25, 2023 Helen of Troy Nevada Corporation 1 Helen of Troy Plaza El Paso, Texas 79912 Attn: Board of Directors SEVERANCE AGREEMENT 1. Employment Relationship. Brian Grass (" ·mployee") is currently employed by Helen of Troy Nevada Corporation, a Nevada corporation (the "Company") as Chief Financial Officer. Employee and the Company acknowledge that either party may terminate Employee's employment relationship with the Company and any of its affiliates at any time and for any or no reason, provided that each party complies with the terms of this Agreement. Capitalized terms used but not otherwise defined in this Agreement are defined in Section 5 below. 2. Release of Claims. In consideration for and as a condition precedent to receiving the severance benefits outlined in this Agreement, Employee agrees to execute a Release of Claims in the form attached as Exhibit A ("Release of !aims"). Employee promises to execute and deliver the Release of Claims to the Company within 21 days (or, if required by applicable law, 45 days) from the last day of Employee's active employment. Employee shall forfeit the severance benefits outlined in this Agreement in the event that Employee fails to execute and deliver the Release of Claims to the Company in accordance with the timing and other provisions of the preceding sentence or revokes such Release of Claims prior to the " ffecti ve Date" ( as such term is defined in the Release of Claims) of the Release of Claims. 3. Additional Compensation Upon Certain Termination Events. 3.1 Termination of Employee's Employment (Not in Connection with a Change of Control or Retirement Termination of Employment). In the event of a Termination of Employee's Employment and contingent upon the Employee's execution of the Release of Claims without revocation within the time period described in Section 2 above and in compliance with Section 8 and Section 9 of this Agreement, Employee shall be entitled to the following benefits: (a) an amount equal to (i) twelve (12) months of Employee's annual base pay at the rate in effect immediately prior to the date of Termination of Employee's Employment plus (ii) 100% of the target annual incentive for the performance period during which Employee's employment was terminated, which incentive payment would have been awarded to Employee under the Helen of Troy Limited 2011 Annual Incentive Plan and any successor annual incentive plan or arrangement in which executive officers and employees of Helen of Troy Limited, a Bermuda company ("Helen of Troy"), and its subsidiaries are eligible to participate (as amended, restated or modified from time to time, the "Annual I ocentive Plan"); (b) an amount equal to the pro rata portion (as defined below) of the annual incentive payable under the Annual Incentive Plan for the performance period during which Employee's employment was terminated had Employee's employment not been terminated, based upon the actual performance of Helen of Troy at the end of such performance period and payable at the same time that such payment would be made during Employee's regular employment with the Company. For purposes of this Section 3.l(b), the term "pro rata portion" shall mean a percentage, when expressed as a fraction, the numerator of which Exhibit 10.1


 


 


 


 


 


 


 


 


 


 


 


 


 
IN WITNESS WHEREOF, this Agreement has been executed on the date and year first written above. The obligations of Helen of Troy Nevada Corporation to Employee hereunder are hereby guaranteed by Helen of Troy Limited, a Bermuda company. HELEN OF TROY NEVADA CORPORATION By: /s/ Noel M. Geoffroy Name: Noel M. Geoffroy Title: Chief Operating Officer EMPLOYEE: /s/ Brian Grass Brian Grass HELEN OF TROY LIMITED, a Bermuda company By: /s/ Tessa Judge Name: Tessa Judge Title: CLO


 


 


 


 


 


 


 

Exhibit 99.1

Helen of Troy Limited Reports Second Quarter Fiscal 2024 Results

Consolidated Net Sales Decline of 5.7%
GAAP Diluted EPS of $1.14; Adjusted Diluted EPS of $1.74
GAAP Operating Margin Expansion of 50 Basis Points
Cash Flow from Operations of $36.7 Million, Increase of $73.7 Million
Free Cash Flow(1)(2) of $28.0 Million, Increase of $101.5 Million
Company Reaches Agreement with Brian Grass to Remain CFO

Fiscal 2024 Outlook:
Maintains Consolidated Net Sales of $1.965-$2.015 Billion
Increases GAAP Diluted EPS to $6.36-$7.03; Maintains Adjusted Diluted EPS of $8.50-$9.00
Maintains Adjusted EBITDA(1) Growth of 3.2%-6.3% and Free Cash Flow(1)(2) of $250-$270 Million
Maintains Net Leverage Ratio(1)(3) Reduction to Between 2.0X and 1.85X by the End of Year
Project Pegasus on Track to Deliver $20M Fiscal 2024 Savings Target

El Paso, Texas, October 4, 2023 — Helen of Troy Limited (NASDAQ: HELE), designer, developer, and worldwide marketer of branded consumer home, outdoor, beauty, and wellness products, today reported results for the three-month period ended August 31, 2023.
 
Executive Summary – Second Quarter of Fiscal 2024 Compared to Fiscal 2023

Consolidated net sales revenue of $491.6 million, a decrease of 5.7%
Gross profit margin improvement of 420 basis points to 46.7% compared to 42.5%
Operating margin of 9.5% compared to 9.0%
Non-GAAP adjusted operating margin of 12.7% compared to 13.9%
GAAP diluted EPS of $1.14 compared to $1.28
Non-GAAP adjusted diluted EPS of $1.74 compared to $2.27
Net cash provided by operating activities of $36.7 million compared to net cash used by operating activities of $37.0 million
Non-GAAP adjusted EBITDA margin of 14.6% compared to 15.1%
Repurchased 381,200 shares of common stock in the open market during the quarter for $50 million

Julien R. Mininberg, Chief Executive Officer, stated: “During the quarter we delivered net sales and adjusted EPS at the high end of our expectations. I’m pleased with the consistency of our results as we work toward returning to growth. During the quarter we achieved our revenue expectations for the majority of our Leadership Brands and international performance was particularly strong. We continued to support important new product launches, significantly increased gross margin, and returned value to shareholders through share repurchase. Our initiatives to streamline our inventory and improve free cash flow continue to deliver big results, with inventory down over $200 million in the first half of this fiscal year versus the same period last year, and free cash flow improvement of $325 million during that same comparison period. All workstreams of our Pegasus restructuring initiatives are making good progress and we remain on track to deliver our financial goals.”

Mr. Mininberg concluded: “Looking ahead, I am pleased to be in a position to reiterate our full year outlook for this fiscal year. Our year-to-date results not only demonstrate strong execution across our entire organization, they also demonstrate resiliency as we navigate the continued challenging macro consumer environment. On the organization side, I am pleased to announce that the Company and Brian
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Grass have reached an agreement for Brian to remain the CFO on an ongoing basis. We also look forward to introducing our next strategic plan at our Investor Day on October 17th.”

Three Months Ended August 31,
(in thousands) (unaudited)Home & OutdoorBeauty & WellnessTotal
Fiscal 2023 sales revenue, net$240,559 $280,841 $521,400 
Organic business (4)
(1,084)(30,124)(31,208)
 Impact of foreign currency502 869 1,371 
Change in sales revenue, net(582)(29,255)(29,837)
Fiscal 2024 sales revenue, net$239,977 $251,586 $491,563 
Total net sales revenue growth (decline)(0.2)%(10.4)%(5.7)%
Organic business (0.5)%(10.7)%(6.0)%
Impact of foreign currency0.2 %0.3 %0.3 %
Operating margin (GAAP)  
Fiscal 202415.0 %4.3 %9.5 %
Fiscal 202317.5 %1.7 %9.0 %
Adjusted operating margin (non-GAAP) (1)
  
Fiscal 202417.7 %7.9 %12.7 %
Fiscal 202319.5 %9.0 %13.9 %

 Three Months Ended August 31,% Change4-Year
CAGR
(in thousands, except per share data) (unaudited)20232022FY24/FY23
Consolidated net sales revenue $491,563 $521,400 (5.7)%4.4 %
Net income27,381 30,672 (10.7)%(12.2)%
Adjusted EBITDA (non-GAAP) (1)
71,730 78,833 (9.0)%0.7 %
Net cash provided (used) by operating activities36,676 (37,024)*12.9 %
Diluted EPS$1.14 $1.28 (10.9)%(11.2)%
Adjusted Diluted EPS (non-GAAP) (1)
1.74 2.27 (23.3)%(6.1)%

Six Months Ended August 31,% Change4-Year
CAGR
(in thousands, except per share data) (unaudited)20232022FY24/FY23
Consolidated net sales revenue $966,235 $1,029,478 (6.1)%5.2 %
Net income49,962 55,267 (9.6)%(12.9)%
Adjusted EBITDA (non-GAAP) (1)
144,088 154,356 (6.7)%2.0 %
Net cash provided (used) by operating activities157,732 (75,452)*42.5 %
Diluted EPS$2.07 $2.29 (9.6)%(11.9)%
Adjusted Diluted EPS (non-GAAP) (1)
3.67 4.69 (21.7)%(3.9)%
* Calculation is not meaningful.

Consolidated Results - Second Quarter Fiscal 2024 Compared to Second Quarter Fiscal 2023

Consolidated net sales revenue decreased $29.8 million, or 5.7%, to $491.6 million, compared to $521.4 million, primarily driven by a decrease from Organic business of $31.2 million, or 6.0%. The decline in Organic business was primarily due to lower sales of heaters, fans, and humidification products in Beauty & Wellness primarily driven by softer consumer demand, our SKU rationalization efforts, and reduced orders from retail customers as they rebalance trade inventory in line with softer consumer demand in certain categories. Net sales revenue was also impacted by a decline in Home & Outdoor primarily due to lower brick and mortar sales in the insulated beverage category. These factors were partially offset by an increase in consolidated
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online channel sales, stronger consumer demand for travel-related products in Home & Outdoor and overall growth in Beauty and International.

Consolidated gross profit margin increased 420 basis points to 46.7%, compared to 42.5%. The increase in consolidated gross profit margin was primarily due to lower inbound freight costs, the favorable comparative impact of EPA compliance costs of $7.1 million incurred in the prior year period, the favorable impact of SKU rationalization efforts, lower inventory obsolescence expense, and a more favorable customer mix within Home & Outdoor. These factors were partially offset by a less favorable product mix within Beauty & Wellness.

Consolidated selling, general and administrative expense (“SG&A”) ratio increased 390 basis points to 36.5%, compared to 32.6%. The increase in the consolidated SG&A ratio was primarily due to an increase in annual incentive compensation expense, higher marketing expense, increased distribution and depreciation expense primarily due to the opening of the Company's new Tennessee distribution facility, and the unfavorable leverage impact of the overall decrease in net sales. These factors were partially offset by lower outbound freight costs and the favorable comparative impacts of EPA compliance costs of $1.3 million incurred in the prior year period.

Consolidated operating income was $46.8 million, or 9.5% of net sales revenue, compared to $46.9 million, or 9.0% of net sales revenue. The 50 basis point increase in consolidated operating margin was primarily due to the favorable comparative impact of EPA compliance costs of $8.4 million incurred in the prior year period, lower inbound and outbound freight costs, a decrease in inventory obsolescence expense, the favorable impact of SKU rationalization efforts, and a more favorable customer mix within Home & Outdoor. These factors were partially offset by an increase in annual incentive compensation expense, higher marketing expense, increased distribution and depreciation expense primarily due to the opening of a new distribution facility, unfavorable operating leverage, and a less favorable product mix within Beauty & Wellness.

Interest expense was $13.7 million, compared to $9.2 million. The increase in interest expense was primarily due to a higher average interest rate, partially offset by lower average levels of debt outstanding compared to the same period last year.

Income tax expense as a percentage of income before income tax was 17.9% compared to 19.1%, primarily due to a decrease in tax expense for discrete items, partially offset by shifts in the mix of income in various tax jurisdictions.

Net income was $27.4 million, compared to $30.7 million. Diluted EPS was $1.14, compared to $1.28. Diluted EPS decreased primarily due to higher interest expense and lower operating income in Home & Outdoor, partially offset by higher operating income in Beauty & Wellness and a decrease in the effective income tax rate.

Non-GAAP adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) decreased 9.0% to $71.7 million compared to $78.8 million. Non-GAAP adjusted EBITDA margin decreased to 14.6% compared to 15.1%.

On an adjusted basis (non-GAAP) for the second quarters of fiscal 2024 and 2023, excluding acquisition-related expenses, EPA compliance costs, restructuring charges, amortization of intangible assets, and non-cash share-based compensation, as applicable:

Adjusted operating income decreased $10.0 million, or 13.8%, to $62.3 million, or 12.7% of net sales revenue, compared to $72.3 million, or 13.9% of net sales revenue. The 120 basis point decrease in adjusted operating margin was primarily driven by an increase in annual incentive compensation expense, higher marketing expense, increased distribution and depreciation
3


expense primarily due to the opening of a new distribution facility, unfavorable operating leverage, and a less favorable product mix within Beauty & Wellness. These factors were partially offset by lower inbound and outbound freight costs, a decrease in inventory obsolescence expense, the favorable impact of SKU rationalization efforts, and a more favorable customer mix within Home & Outdoor.

Adjusted income decreased $12.9 million, or 23.6%, to $41.8 million, compared to $54.7 million. Adjusted diluted EPS decreased 23.3% to $1.74 compared to $2.27. The decrease in adjusted diluted EPS was primarily due to higher interest expense and lower adjusted operating income.

Segment Results - Second Quarter Fiscal 2024 Compared to Second Quarter Fiscal 2023

Home & Outdoor net sales revenue decreased $0.6 million, or 0.2%, to $240.0 million, compared to $240.6 million. The decrease was driven by a decline from Organic business of $1.1 million, or 0.5%, primarily due to a brick and mortar sales decline in the insulated beverage category, lower home category sales in the club and closeout channels, and a decline due to the impact of the Bed, Bath & Beyond bankruptcy. These factors were partially offset by an increase in online channel sales, primarily driven by the launch of the new Hydro Flask travel tumbler, stronger consumer demand for travel-related products, higher brick and mortar home category sales due to new retailer distribution and improved replenishment orders, and an increase in closeout channel sales in the insulated beverage and travel categories.

Home & Outdoor operating income was $36.1 million, or 15.0% of segment net sales revenue, compared to $42.1 million, or 17.5% of segment net sales revenue. The 250 basis point decrease in segment operating margin was primarily due to increased annual incentive compensation expense, higher distribution and depreciation expense primarily due to the opening of a new distribution facility, increased marketing expense, and higher share-based compensation expense. These factors were partially offset by lower inbound freight costs and a more favorable customer mix. Adjusted operating income decreased 9.7% to $42.4 million, or 17.7% of segment net sales revenue, compared to $47.0 million, or 19.5% of segment net sales revenue.

Beauty & Wellness net sales revenue decreased $29.3 million, or 10.4%, to $251.6 million, compared to $280.8 million. The decline was driven by a decrease from Organic business of $30.1 million, or 10.7%, primarily due to lower sales of heaters, fans and humidification products driven by softer consumer demand, SKU rationalization efforts, reduced orders from retail customers as they rebalance trade inventory in line with softer consumer demand in certain categories, and the comparative impact of high COVID-related incidence in the prior year period. The decline was partially offset by an increase in Beauty, higher sales of air and water filtration products and growth in international sales primarily driven by thermometry.

Beauty & Wellness operating income was $10.7 million, or 4.3% of segment net sales revenue, compared to $4.9 million, or 1.7% of segment net sales revenue. The 260 basis point increase in segment operating margin was primarily due to the favorable comparative impact of EPA compliance costs of $8.4 million in the prior year period, lower inbound and outbound freight costs, reduced inventory obsolescence expense, decreased distribution expense, the favorable impact of SKU rationalization efforts, and a decrease in restructuring charges of $2.0 million. These factors were partially offset by an increase in annual incentive compensation expense, higher marketing expense, unfavorable operating leverage, and a less favorable product mix. Adjusted operating income decreased 21.4% to $19.9 million, or 7.9% of segment net sales revenue, compared to $25.3 million, or 9.0% of segment net sales revenue.

4


Balance Sheet and Cash Flow - Second Quarter Fiscal 2024 Compared to Second Quarter Fiscal 2023

Cash and cash equivalents totaled $24.2 million, compared to $39.7 million.
Accounts receivable turnover was 67.9 days, compared to 67.3 days.
Inventory was $435.7 million, compared to $643.2 million.
Total short- and long-term debt was $844.9 million, compared to $1,169.7 million as a result of strong cash flow in the fourth quarter of fiscal 2023 and the first half of fiscal 2024.
Net cash provided by operating activities for the first six months of the fiscal year was $157.7 million, compared to net cash used by operating activities of $75.5 million for the same period last year.
Free cash flow(1)(2) for the first six months of the fiscal year was $137.2 million, compared to free cash flow of $(188.1) million for the same period last year, which includes $10.2 million and $100.5 million of capital expenditures for a new distribution facility, respectively.

Pegasus Restructuring Plan

The Company previously announced a global restructuring plan intended to expand operating margins through initiatives designed to improve efficiency and reduce costs (collectively referred to as “Project Pegasus”). Project Pegasus includes multiple workstreams to further optimize the Company's brand portfolio, streamline and simplify the organization, accelerate cost of goods savings projects, enhance the efficiency of its supply chain network, optimize its indirect spending, and improve its cash flow and working capital, as well as other activities. The Company anticipates these initiatives will create operating efficiencies, as well as provide a platform to fund future growth investments.

During the fourth quarter of fiscal 2023, the Company made changes to the structure of the organization as part of its global restructuring plan, Project Pegasus. As a result of these changes, the disclosures included herein reflect two reportable segments, Home & Outdoor and Beauty & Wellness. The previous Health & Wellness and Beauty operating segments have been combined into a single reportable segment, which is referred to herein as “Beauty & Wellness.” Comparative prior period segment information has been recast to conform to this change in reportable segments.

During the second quarter of fiscal 2024, the Company announced plans to geographically consolidate the U.S. Beauty business, currently located in El Paso, Texas, and Irvine, California, and co-locate it with its Wellness business in the Boston, Massachusetts area. This geographical consolidation and relocation is the next step in the Company's initiative to streamline and simplify the organization and it is expected to be completed during fiscal 2025. The Company expects these changes will enable a greater opportunity to capture synergies and enhance collaboration and innovation within the Beauty & Wellness segment.

The Company has updated its expectations regarding Project Pegasus charges. The Company now estimates lower total one-time pre-tax restructuring charges of approximately $60 million to $65 million over the duration of the plan. The Company now expects these charges to be completed during fiscal 2025. The Company previously had estimated total pre-tax restructuring charges of approximately $85 million to $95 million, which was initially expected to be substantially completed by the end of fiscal 2024. In addition, the Company now has the following expectations regarding Project Pegasus charges:
Pre-tax restructuring charges to be comprised of approximately $22 million to $25 million of severance and employee related costs, $30 million of professional fees, $5 million of contract termination costs, and $3 million to $5 million of other exit and disposal costs.
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All of the Company's operating segments and shared services will be impacted by the plan and pre-tax restructuring charges include approximately $17 million to $19 million in Home & Outdoor and $43 million to $46 million in Beauty & Wellness.
Pre-tax restructuring charges represent primarily cash expenditures, which are expected to be substantially paid by the end of fiscal 2025.

The Company continues to have the following expectations regarding Project Pegasus savings:
Targeted annualized pre-tax operating profit improvements of approximately $75 million to $85 million, which the Company expects to substantially begin in fiscal 2024 and be substantially achieved by the end of fiscal 2026.
Estimated cadence of the recognition of the savings will be approximately 25% in fiscal 2024, approximately 50% in fiscal 2025 and approximately 25% in fiscal 2026.
Total profit improvements to be realized approximately 60% through reduced cost of goods sold and 40% through lower SG&A.

Subsequent Event

Subsequent to the end of the second quarter of fiscal 2024, on September 28, 2023, the Company completed the sale of its distribution and office facilities in El Paso, Texas for a sales price of $50.6 million, less transaction costs of $1.1 million. Concurrently, the Company entered into an agreement to leaseback the office facilities for a period of up to 18 months substantially rent free, which the Company estimates to have a fair value of approximately $1.9 million. The transaction qualifies for sales recognition under the sale leaseback accounting requirements. Accordingly, the Company increased the sales price by the $1.9 million of prepaid rent and expects to recognize a gain on the sale of approximately $34.2 million within SG&A during the third quarter of fiscal year 2024, of which approximately $18.0 million and $16.2 million will be recognized by the Beauty & Wellness and Home & Outdoor segments, respectively. The Company plans to use the proceeds from the sale to repay amounts outstanding under its long-term debt agreement.

Executive Leadership Announcement

The Company also announced today an agreement with Brian L. Grass to remain Chief Financial Officer (“CFO”), effective as of September 23, 2023. Mr. Grass has been serving as interim CFO since April 28, 2023. Mr. Grass previously served as the Company’s CFO from 2014 to 2022 and as Assistant CFO from 2006 to 2014. Prior to joining the Company, Mr. Grass spent seven years in public accounting at KPMG LLP and six years in various financial leadership roles at Tenet Healthcare Corporation.

Noel Geoffroy, Chief Operating Officer, stated: “I am delighted to welcome Brian back to Helen of Troy’s leadership team on a more permanent basis. We conducted a national search, and I concluded Brian is the ideal choice to partner with me now and when I assume the CEO position next fiscal year. He is a strategic business leader, a collaborative thought partner, and a proven public company CFO with an extraordinary record of delivering results and creating value throughout his career. We believe his results-oriented mindset and deep company experience will help us deliver for all our stakeholders as we enter our next phase as a strong, growth-oriented company.”

Brian Grass, Chief Financial Officer, stated: “I am grateful for the opportunity to come out of retirement to partner with Noel in my role as CFO as we enter our next era. I’m looking forward to working alongside Julien, Noel and the rest of the leadership team as we look to finish Fiscal 2024 strong and launch our next multi-year strategic plan. I remain excited about the opportunities that Pegasus provides to drive further performance improvement and look forward to sharing our longer-term strategic initiatives and financial objectives at our upcoming Investor Day.”

6


Fiscal 2024 Annual Outlook

The Company continues to expect consolidated net sales revenue in the range of $1.965 billion to $2.015 billion, which implies a decline of 5.2% to 2.8%. This continues to include a year-over-year decline of $35 million, or 1.7%, from the removal of Bed, Bath & Beyond revenue from the outlook, and a similar sized reduction from the Pegasus SKU rationalization initiative. The Company's sales outlook reflects what it believes will be a continued slower economy and further pressure and uncertainty on consumer spending levels and patterns, especially for some discretionary categories. As expected, the Company continues to see retailers align their inventory purchases to match their current expectations of consumer spending. The Company has seen some reduction of trade inventory on a sequential basis as many key retailers have lowered their inventory on hand and continues to expect that sell-in will more closely match sell-through in fiscal 2024.

The Company’s fiscal year net sales outlook reflects the following expectations by segment:
Home & Outdoor net sales decline of 1.7% to growth of 1.0%; and
Beauty & Wellness net sales decline of 8.0% to 5.8%.

The Company expects GAAP diluted EPS of $6.36 to $7.03 and non-GAAP adjusted diluted EPS in the range of $8.50 to $9.00, which implies an adjusted diluted EPS decline of 10.1% to 4.8%. This continues to reflect additional year-over-year expense from the restoration of annual incentive compensation expense to target levels, as well as higher interest and depreciation expense, totaling approximately $1.77, net of tax.

The Company expects consolidated adjusted EBITDA of $338 million to $348 million, which implies growth of 3.2% to 6.3%. Free cash flow is expected to be $250 million to $270 million. The Company's net leverage ratio(1)(3), as defined in its credit agreement, is expected to end fiscal 2024 at 2.0x to 1.85x.

In terms of the quarterly cadence of sales, the Company now expects the majority of its net sales growth to be concentrated in the fourth quarter of fiscal 2024 and expects a decline in net sales of approximately 4% to 2% in the third quarter of fiscal 2024 reflecting the expectation of more cautious retail ordering patterns in the short term. The Company continues to expect to realize the benefits of debt deleveraging and lower inbound freight and product costs more fully in the second half of the year. Accordingly, the Company expects growth in adjusted diluted EPS in the range of 1.5% to 12% in the second half of fiscal 2024, with growth highly concentrated in the fourth quarter. The Company now expects adjusted diluted EPS to be roughly flat in the third quarter reflecting the expectation of more cautious retail ordering patterns in the short term, a timing shift in the realization of some cost of goods sold savings still in inventory to the fourth quarter and an expected increase in growth investment in the third quarter.

The Company’s consolidated net sales and EPS outlook also reflects the following assumptions:
the severity of the cough/cold/flu season will be in line with pre-COVID historical averages;
September 2023 foreign currency exchange rates will remain constant for the remainder of the fiscal year;
expected interest expense in the range of $53.5 million to $55.5 million based on the current assumption the Federal Open Market Committee will increase interest rates by a cumulative 100 basis points during calendar year 2023;
a reported GAAP effective tax rate range of 20.0% to 18.0% for the full fiscal year 2024 and an adjusted effective tax rate range of 14.5% to 13.5%; and
an estimated weighted average diluted shares outstanding of 24.0 million.

The likelihood, timing and potential impact of a significant or prolonged recession, any fiscal 2024 acquisitions and divestitures, future asset impairment charges, future foreign currency fluctuations, additional interest rate increases, or share repurchases are unknown and cannot be reasonably estimated; therefore, they are not included in the Company’s outlook.
7


Conference Call and Webcast

The Company will conduct a teleconference in conjunction with today’s earnings release. The teleconference begins at 9:00 a.m. Eastern Time today, Wednesday, October 4, 2023. Institutional investors and analysts interested in participating in the call are invited to dial (877) 407-3982 approximately ten minutes prior to the start of the call. The conference call will also be webcast live on the Events & Presentations page at: http://investor.helenoftroy.com/. A telephone replay of this call will be available at 12:00 p.m. Eastern Time on October 4, 2023, until 11:59 p.m. Eastern Time on October 18, 2023, and can be accessed by dialing (844) 512-2921 and entering replay pin number 13741202. A replay of the webcast will remain available on the website for one year.

Company to Host Investor Day at Nasdaq Marketsite on October 17, 2023

The Company will host an Investor Day at the Nasdaq Marketsite in New York City, Times Square on October 17, 2023, from 10:30am to 2:30pm Eastern Time. The Investor Day will include presentations from the Company’s leadership team including a discussion of its long-term strategic plan followed by a product showcase and Q&A. The event will be webcast live at the Events & Presentations page of the Company’s investor relations website at: http://investor.helenoftroy.com. A replay of the presentation will become available shortly after the conclusion of the investor day.

Non-GAAP Financial Measures

The Company reports and discusses its operating results using financial measures consistent with accounting principles generally accepted in the United States of America (“GAAP”). To supplement its presentation, the Company discloses certain financial measures that may be considered non-GAAP such as Adjusted Operating Income, Adjusted Operating Margin, Adjusted Effective Tax Rate, Adjusted Income, Adjusted Diluted Earnings per Share (“EPS”), EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow and Net Leverage Ratio, which are presented in accompanying tables to this press release along with a reconciliation of these financial measures to their corresponding GAAP-based financial measures presented in the Company’s condensed consolidated statements of income and cash flows. For additional information see Note 1 to the accompanying tables to this press release.

About Helen of Troy Limited

Helen of Troy Limited (NASDAQ: HELE) is a leading global consumer products company offering creative products and solutions for its customers through a diversified portfolio of well-recognized and widely-trusted brands, including OXO, Hydro Flask, Osprey, Vicks, Braun, Honeywell, PUR, Hot Tools and Drybar. The Company sometimes refers to these brands as its Leadership Brands. All trademarks herein belong to Helen of Troy Limited (or its subsidiaries) and/or are used under license from their respective licensors.

For more information about Helen of Troy, please visit http://investor.helenoftroy.com

Forward-Looking Statements

Certain written and oral statements made by the Company and subsidiaries of the Company may constitute “forward-looking statements” as defined under the Private Securities Litigation Reform Act of 1995. This includes statements made in this press release, in other filings with the SEC, and in certain other oral and written presentations. Generally, the words “anticipates”, “believes”, “expects”, “plans”, “may”, “will”, “might”, “would”, “should”, “seeks”, “estimates”, “project”, “predict”, “potential”, “currently”, “continue”, “intends”, “outlook”, “forecasts”, “targets”, “could”, and other similar words identify forward-looking statements. All statements that address operating results, events or developments that the Company expects or anticipates may occur in the future, including statements related to sales, expenses,
8


EPS results, and statements expressing general expectations about future operating results, are forward-looking statements and are based upon its current expectations and various assumptions. The Company believes there is a reasonable basis for these expectations and assumptions, but there can be no assurance that the Company will realize these expectations or that these assumptions will prove correct. Forward-looking statements are only as of the date they are made and are subject to risks that could cause them to differ materially from actual results. Accordingly, the Company cautions readers not to place undue reliance on forward-looking statements. The forward-looking statements contained in this press release should be read in conjunction with, and are subject to and qualified by, the risks described in the Company’s Form 10-K for the year ended February 28, 2023, and in the Company's other filings with the SEC. Investors are urged to refer to the risk factors referred to above for a description of these risks. Such risks include, among others, the occurrence of cyber incidents or failure by the Company or its third-party service providers to maintain cybersecurity and the integrity of confidential internal or customer data, a cybersecurity breach, obsolescence or interruptions in the operation of the Company’s central global Enterprise Resource Planning systems and other peripheral information systems, the geographic concentration of certain United States (“U.S.”) distribution facilities which increases its risk to disruptions that could affect the Company’s ability to deliver products in a timely manner, the Company’s ability to develop and introduce a continuing stream of innovative new products to meet changing consumer preferences, actions taken by large customers that may adversely affect the Company’s gross profit and operating results, the Company’s dependence on sales to several large customers and the risks associated with any loss of, or substantial decline in, sales to top customers, the Company’s dependence on third-party manufacturers, most of which are located in Asia, and any inability to obtain products from such manufacturers, the Company's ability to deliver products to its customers in a timely manner and according to their fulfillment standards, the risks associated with trade barriers, exchange controls, expropriations, and other risks associated with domestic and foreign operations including uncertainty and business interruptions resulting from political changes and actions in the U.S. and abroad, such as the current conflict between Russia and Ukraine, and volatility in the global credit and financial markets and economy, the Company's dependence on the strength of retail economies and vulnerabilities to any prolonged economic downturn, including a downturn from the effects of macroeconomic conditions, any public health crises or similar conditions, risks associated with the use of licensed trademarks from or to third parties, risks associated with weather conditions, the duration and severity of the cold and flu season and other related factors, the Company’s reliance on its Chief Executive Officer and a limited number of other key senior officers to operate its business, the Company's ability to execute and realize expected synergies from strategic business initiatives such as acquisitions, divestitures and global restructuring plans, including Project Pegasus, the risks of potential changes in laws and regulations, including environmental, employment and health and safety and tax laws, and the costs and complexities of compliance with such laws, the risks associated with increased focus and expectations on climate change and other environmental, social and governance matters, the risks associated with significant changes in or the Company's compliance with regulations, interpretations or product certification requirements, the risks associated with global legal developments regarding privacy and data security that could result in changes to its business practices, penalties, increased cost of operations, or otherwise harm the business, the Company’s dependence on whether it is classified as a “controlled foreign corporation” for U.S. federal income tax purposes which impacts the tax treatment of its non-U.S. income, the risks associated with legislation enacted in Bermuda and Barbados in response to the European Union’s review of harmful tax competition, the risks associated with accounting for tax positions and the resolution of tax disputes, the risks of significant tariffs or other restrictions being placed on imports from China, Mexico or Vietnam or any retaliatory trade measures taken by China, Mexico or Vietnam, the risks associated with product recalls, product liability and other claims against the Company, and associated financial risks including but not limited to, significant impairment of the Company's goodwill, indefinite-lived and definite-lived intangible assets or other long-lived assets, increased costs of raw materials, energy and transportation, the risks to the Company's liquidity or cost of capital which may be materially adversely affected by constraints or changes in the capital and credit markets, interest rates and limitations under its financing arrangements, risks associated with foreign currency exchange rate fluctuations, and projections of product demand, sales and net income, which are highly subjective in
9


nature, and from which future sales and net income could vary in a material amount. The Company undertakes no obligation to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise.
Investor Contact:
Helen of Troy Limited
Anne Rakunas, Director, External Communications
(915) 225-4841
ICR, Inc.
Allison Malkin, Partner
(203) 682-8200











10


HELEN OF TROY LIMITED AND SUBSIDIARIES
Condensed Consolidated Statements of Income (5)
(Unaudited) (in thousands, except per share data) 

Three Months Ended August 31,
20232022
Sales revenue, net$491,563 100.0 %$521,400 100.0 %
Cost of goods sold261,910 53.3 %299,954 57.5 %
Gross profit229,653 46.7 %221,446 42.5 %
Selling, general and administrative expense (“SG&A”)
179,191 36.5 %169,724 32.6 %
Restructuring charges 3,617 0.7 %4,776 0.9 %
Operating income46,845 9.5 %46,946 9.0 %
Non-operating income, net148 — %113 — %
Interest expense13,654 2.8 %9,166 1.8 %
Income before income tax33,339 6.8 %37,893 7.3 %
Income tax expense 5,958 1.2 %7,221 1.4 %
Net income$27,381 5.6 %$30,672 5.9 %
    
Diluted earnings per share (“EPS”)$1.14  $1.28  
Weighted average shares of common stock used in computing diluted EPS24,041  24,056  

Six Months Ended August 31,
20232022
Sales revenue, net$966,235 100.0 %$1,029,478 100.0 %
Cost of goods sold520,951 53.9 %596,861 58.0 %
Gross profit445,284 46.1 %432,617 42.0 %
SG&A
346,826 35.9 %346,954 33.7 %
Restructuring charges 10,972 1.1 %4,778 0.5 %
Operating income87,486 9.1 %80,885 7.9 %
Non-operating income, net285 — %180 — %
Interest expense27,706 2.9 %13,539 1.3 %
Income before income tax60,065 6.2 %67,526 6.6 %
Income tax expense 10,103 1.0 %12,259 1.2 %
Net income$49,962 5.2 %$55,267 5.4 %
Diluted EPS
$2.07 $2.29 
Weighted average shares of common stock used in computing diluted EPS24,088 24,089 

11


Consolidated and Segment Net Sales Revenue
(Unaudited) (in thousands)

Three Months Ended August 31,
 Home &
Outdoor
Beauty & WellnessTotal
Fiscal 2023 sales revenue, net
$240,559 $280,841 $521,400 
Organic business (4)
(1,084)(30,124)(31,208)
 Impact of foreign currency502 869 1,371 
Change in sales revenue, net(582)(29,255)(29,837)
Fiscal 2024 sales revenue, net
$239,977 $251,586 $491,563 
Total net sales revenue growth (decline)(0.2)%(10.4)%(5.7)%
Organic business(0.5)%(10.7)%(6.0)%
Impact of foreign currency0.2 %0.3 %0.3 %

Six Months Ended August 31,
Home &
Outdoor
Beauty & WellnessTotal
Fiscal 2023 sales revenue, net
$474,822 $554,656 $1,029,478 
Organic business (4)
(17,835)(52,372)(70,207)
 Impact of foreign currency134 728 862 
Acquisition (5)
— 6,102 6,102 
Change in sales revenue, net(17,701)(45,542)(63,243)
Fiscal 2024 sales revenue, net
$457,121 $509,114 $966,235 
Total net sales revenue growth (decline)(3.7)%(8.2)%(6.1)%
Organic business(3.8)%(9.4)%(6.8)%
Impact of foreign currency— %0.1 %0.1 %
Acquisition— %1.1 %0.6 %

Consolidated Net Sales by Geographic Region (6)
(Unaudited) (in thousands)

Three Months Ended August 31,
20232022
Domestic sales revenue, net$388,049 78.9 %$419,905 80.5 %
International sales revenue, net103,514 21.1 %101,495 19.5 %
Total sales revenue, net$491,563 100.0 %$521,400 100.0 %

Six Months Ended August 31,
20232022
Domestic sales revenue, net$747,608 77.4 %$816,651 79.3 %
International sales revenue, net218,627 22.6 %212,827 20.7 %
Total sales revenue, net$966,235 100.0 %$1,029,478 100.0 %


12


Reconciliation of Non-GAAP Financial Measures – GAAP Operating Income and Operating Margin to Adjusted Operating Income and Adjusted Operating Margin (Non-GAAP) (1)
(Unaudited) (in thousands)

 Three Months Ended August 31, 2023
 Home &
Outdoor
Beauty &
Wellness (5)
Total
Operating income, as reported (GAAP)$36,099 15.0 %$10,746 4.3 %$46,845 9.5 %
Restructuring charges1,271 0.5 %2,346 0.9 %3,617 0.7 %
Subtotal37,370 15.6 %13,092 5.2 %50,462 10.3 %
Amortization of intangible assets1,764 0.7 %2,830 1.1 %4,594 0.9 %
Non-cash share-based compensation3,287 1.4 %3,942 1.6 %7,229 1.5 %
Adjusted operating income (non-GAAP)$42,421 17.7 %$19,864 7.9 %$62,285 12.7 %

 Three Months Ended August 31, 2022
 Home &
Outdoor
Beauty &
Wellness (5)
Total
Operating income, as reported (GAAP)$42,082 17.5 %$4,864 1.7 %$46,946 9.0 %
Acquisition-related expenses41 — %(11)— %30 — %
EPA compliance costs (7)
— — %8,354 3.0 %8,354 1.6 %
Restructuring charges472 0.2 %4,304 1.5 %4,776 0.9 %
Subtotal42,595 17.7 %17,511 6.2 %60,106 11.5 %
Amortization of intangible assets1,753 0.7 %2,896 1.0 %4,649 0.9 %
Non-cash share-based compensation2,640 1.1 %4,855 1.7 %7,495 1.4 %
Adjusted operating income (non-GAAP)$46,988 19.5 %$25,262 9.0 %$72,250 13.9 %

Six Months Ended August 31, 2023
Home &
Outdoor
Beauty &
Wellness (5)
Total
Operating income, as reported (GAAP)$58,215 12.7 %$29,271 5.7 %$87,486 9.1 %
Bed, Bath & Beyond bankruptcy (8)
3,087 0.7 %1,126 0.2 %4,213 0.4 %
Restructuring charges4,061 0.9 %6,911 1.4 %10,972 1.1 %
Subtotal65,363 14.3 %37,308 7.3 %102,671 10.6 %
Amortization of intangible assets3,541 0.8 %5,710 1.1 %9,251 1.0 %
Non-cash share-based compensation7,785 1.7 %8,741 1.7 %16,526 1.7 %
Adjusted operating income (non-GAAP)$76,689 16.8 %$51,759 10.2 %$128,448 13.3 %

Six Months Ended August 31, 2022
Home &
Outdoor
Beauty &
Wellness (5)
Total
Operating income, as reported (GAAP)$71,875 15.1 %$9,010 1.6 %$80,885 7.9 %
Acquisition-related expenses119 — %2,665 0.5 %2,784 0.3 %
EPA compliance costs (7)
— — %19,998 3.6 %19,998 1.9 %
Restructuring charges472 0.1 %4,306 0.8 %4,778 0.5 %
Subtotal72,466 15.3 %35,979 6.5 %108,445 10.5 %
Amortization of intangible assets3,499 0.7 %5,511 1.0 %9,010 0.9 %
Non-cash share-based compensation8,638 1.8 %15,476 2.8 %24,114 2.3 %
Adjusted operating income (non-GAAP)$84,603 17.8 %$56,966 10.3 %$141,569 13.8 %


13


Reconciliation of Non-GAAP Financial Measures – GAAP Net Income to EBITDA
(Earnings Before Interest, Taxes, Depreciation and Amortization), Adjusted EBITDA and Adjusted EBITDA Margin (Non-GAAP) (1)
(Unaudited) (in thousands)

 Three Months Ended August 31,
20232022
Net income, as reported (GAAP)$27,381 5.6 %$30,672 5.9 %
Interest expense13,654 2.8 %9,166 1.8 %
Income tax expense5,958 1.2 %7,221 1.4 %
Depreciation and amortization13,891 2.8 %11,119 2.1 %
EBITDA (non-GAAP)60,884 12.4 %58,178 11.2 %
Add: Acquisition-related expenses — — %30 — %
 EPA compliance costs— — %8,354 1.6 %
 Restructuring charges3,617 0.7 %4,776 0.9 %
 Non-cash share-based compensation7,229 1.5 %7,495 1.4 %
Adjusted EBITDA (non-GAAP)$71,730 14.6 %$78,833 15.1 %

Six Months Ended August 31,
20232022
Net income, as reported (GAAP)$49,962 5.2 %$55,267 5.4 %
Interest expense27,706 2.9 %13,539 1.3 %
Income tax expense10,103 1.0 %12,259 1.2 %
Depreciation and amortization24,606 2.5 %21,617 2.1 %
EBITDA (non-GAAP)112,377 11.6 %102,682 10.0 %
Add: Acquisition-related expenses— — %2,784 0.3 %
 Bed, Bath & Beyond bankruptcy4,213 0.4 %— — %
 EPA compliance costs— — %19,998 1.9 %
 Restructuring charges10,972 1.1 %4,778 0.5 %
 Non-cash share-based compensation16,526 1.7 %24,114 2.3 %
Adjusted EBITDA (non-GAAP)$144,088 14.9 %$154,356 15.0 %

Quarterly Period Ended
Twelve Months Ended
August 31, 2023
 NovemberFebruaryMayAugust
Net income, as reported (GAAP)$51,826 $36,180 $22,581 $27,381 $137,968 
Interest expense13,149 14,063 14,052 13,654 54,918 
Income tax expense12,223 3,534 4,145 5,958 25,860 
Depreciation and amortization11,713 11,353 10,715 13,891 47,672 
EBITDA (non-GAAP)88,911 65,130 51,493 60,884 266,418 
Add: Bed, Bath & Beyond bankruptcy— — 4,213 — 4,213 
 EPA compliance costs2,103 1,472 — — 3,575 
 Gain from insurance recoveries(9,676)— — — (9,676)
 Restructuring charges10,463 12,121 7,355 3,617 33,556 
 Non-cash share-based compensation7,941 (5,302)9,297 7,229 19,165 
Adjusted EBITDA (non-GAAP)$99,742 $73,421 $72,358 $71,730 $317,251 
14


Reconciliation of Non-GAAP Financial Measures – GAAP Operating Income to EBITDA
(Earnings Before Interest, Taxes, Depreciation and Amortization), Adjusted EBITDA and Adjusted EBITDA Margin (Non-GAAP) (1)
(Unaudited) (in thousands)

 Three Months Ended August 31, 2023
 Home &
Outdoor
Beauty &
Wellness (5)
Total
Operating income, as reported (GAAP)$36,099 15.0 %$10,746 4.3 %$46,845 9.5 %
Depreciation and amortization6,606 2.8 %7,285 2.9 %13,891 2.8 %
Non-operating income, net— — %148 0.1 %148 — %
EBITDA (non-GAAP)42,705 17.8 %18,179 7.2 %60,884 12.4 %
Add: Restructuring charges1,271 0.5 %2,346 0.9 %3,617 0.7 %
 Non-cash share-based compensation3,287 1.4 %3,942 1.6 %7,229 1.5 %
Adjusted EBITDA (non-GAAP)$47,263 19.7 %$24,467 9.7 %$71,730 14.6 %

 Three Months Ended August 31, 2022
 Home &
Outdoor
Beauty &
Wellness (5)
Total
Operating income, as reported (GAAP)$42,082 17.5 %$4,864 1.7 %$46,946 9.0 %
Depreciation and amortization4,493 1.9 %6,626 2.4 %11,119 2.1 %
Non-operating income, net— — %113 — %113 — %
EBITDA (non-GAAP)46,575 19.4 %11,603 4.1 %58,178 11.2 %
Add: Acquisition-related expenses41 — %(11)— %30 — %
 EPA compliance costs— — %8,354 3.0 %8,354 1.6 %
 Restructuring charges472 0.2 %4,304 1.5 %4,776 0.9 %
 Non-cash share-based compensation2,640 1.1 %4,855 1.7 %7,495 1.4 %
Adjusted EBITDA (non-GAAP)$49,728 20.7 %$29,105 10.4 %$78,833 15.1 %

Six Months Ended August 31, 2023
Home &
Outdoor
Beauty &
Wellness (5)
Total
Operating income, as reported (GAAP)$58,215 12.7 %$29,271 5.7 %$87,486 9.1 %
Depreciation and amortization11,008 2.4 %13,598 2.7 %24,606 2.5 %
Non-operating income, net— — %285 0.1 %285 — %
EBITDA (non-GAAP)69,223 15.1 %43,154 8.5 %112,377 11.6 %
Add: Bed, Bath & Beyond bankruptcy3,087 0.7 %1,126 0.2 %4,213 0.4 %
 Restructuring charges4,061 0.9 %6,911 1.4 %10,972 1.1 %
 Non-cash share-based compensation7,785 1.7 %8,741 1.7 %16,526 1.7 %
Adjusted EBITDA (non-GAAP)$84,156 18.4 %$59,932 11.8 %$144,088 14.9 %





15


Reconciliation of Non-GAAP Financial Measures – GAAP Operating Income to EBITDA
(Earnings Before Interest, Taxes, Depreciation and Amortization), Adjusted EBITDA and Adjusted EBITDA Margin (Non-GAAP) (1)
(Unaudited) (in thousands)

Six Months Ended August 31, 2022
Home &
Outdoor
Beauty &
Wellness (5)
Total
Operating income, as reported (GAAP)$71,875 15.1 %$9,010 1.6 %$80,885 7.9 %
Depreciation and amortization8,988 1.9 %12,629 2.3 %21,617 2.1 %
Non-operating income, net— — %180 — %180 — %
EBITDA (non-GAAP)80,863 17.0 %21,819 3.9 %102,682 10.0 %
Add: Acquisition-related expenses119 — %2,665 0.5 %2,784 0.3 %
 EPA compliance costs— — %19,998 3.6 %19,998 1.9 %
 Restructuring charges472 0.1 %4,306 0.8 %4,778 0.5 %
 Non-cash share-based compensation8,638 1.8 %15,476 2.8 %24,114 2.3 %
Adjusted EBITDA (non-GAAP)$90,092 19.0 %$64,264 11.6 %$154,356 15.0 %

16


Reconciliation of Non-GAAP Financial Measures – GAAP Income and Diluted EPS to
Adjusted Income and Adjusted Diluted EPS (Non-GAAP) (1)
(Unaudited) (in thousands, except per share data)

 Three Months Ended August 31, 2023
 IncomeDiluted EPS
 Before TaxTaxNet of TaxBefore TaxTaxNet of Tax
As reported (GAAP)$33,339 $5,958 $27,381 $1.39 $0.25 $1.14 
Restructuring charges3,617 44 3,573 0.15 — 0.15 
Subtotal36,956 6,002 30,954 1.54 0.25 1.29 
Amortization of intangible assets4,594 607 3,987 0.19 0.03 0.17 
Non-cash share-based compensation7,229 385 6,844 0.30 0.02 0.28 
Adjusted (non-GAAP)$48,779 $6,994 $41,785 $2.03 $0.29 $1.74 
Weighted average shares of common stock used in computing diluted EPS24,041 

 Three Months Ended August 31, 2022
 IncomeDiluted EPS
 Before TaxTaxNet of TaxBefore TaxTaxNet of Tax
As reported (GAAP)$37,893 $7,221 $30,672 $1.58 $0.30 $1.28 
Acquisition-related expenses 30 — 30 — — — 
EPA compliance costs8,354 125 8,229 0.35 0.01 0.34 
Restructuring charges4,776 61 4,715 0.20 — 0.20 
Subtotal51,053 7,407 43,646 2.12 0.31 1.81 
Amortization of intangible assets4,649 557 4,092 0.19 0.02 0.17 
Non-cash share-based compensation7,495 570 6,925 0.31 0.02 0.29 
Adjusted (non-GAAP)$63,197 $8,534 $54,663 $2.63 $0.35 $2.27 
Weighted average shares of common stock used in computing diluted EPS24,056 

Six Months Ended August 31, 2023
IncomeDiluted EPS
Before TaxTaxNet of TaxBefore TaxTaxNet of Tax
As reported (GAAP)$60,065 $10,103 $49,962 $2.49 $0.42 $2.07 
Bed, Bath & Beyond bankruptcy4,213 53 4,160 0.17 — 0.17 
Restructuring charges10,972 136 10,836 0.46 0.01 0.45 
Subtotal75,250 10,292 64,958 3.12 0.43 2.70 
Amortization of intangible assets9,251 1,213 8,038 0.38 0.05 0.33 
Non-cash share-based compensation16,526 1,026 15,500 0.69 0.04 0.64 
Adjusted (non-GAAP)$101,027 $12,531 $88,496 $4.19 $0.52 $3.67 
Weighted average shares of common stock used in computing diluted EPS24,088 











17


Reconciliation of Non-GAAP Financial Measures – GAAP Income and Diluted EPS to
Adjusted Income and Adjusted Diluted EPS (Non-GAAP) (1)
(Unaudited) (in thousands, except per share data)

Six Months Ended August 31, 2022
IncomeDiluted EPS
Before TaxTaxNet of TaxBefore TaxTaxNet of Tax
As reported (GAAP)$67,526 $12,259 $55,267 $2.80 $0.51 $2.29 
Acquisition-related expenses 2,784 2,782 0.12 — 0.12 
EPA compliance costs19,998 300 19,698 0.83 0.01 0.82 
Restructuring charges4,778 61 4,717 0.20 — 0.20 
Subtotal95,086 12,622 82,464 3.95 0.52 3.42 
Amortization of intangible assets9,010 1,047 7,963 0.37 0.04 0.33 
Non-cash share-based compensation24,114 1,654 22,460 1.00 0.07 0.93 
Adjusted (non-GAAP)$128,210 $15,323 $112,887 $5.32 $0.64 $4.69 
Weighted average shares of common stock used in computing diluted EPS24,089 


18


Selected Consolidated Balance Sheet, Liquidity and Cash Flow Information
(Unaudited) (in thousands)

 August 31,
 20232022
Balance Sheet:  
Cash and cash equivalents$24,214 $39,650 
Receivables, net387,498 507,261 
Inventory435,681 643,192 
Total assets, current888,692 1,237,816 
Assets held for sale17,179 — 
Total assets2,901,660 3,225,208 
Total liabilities, current472,395 583,111 
Total long-term liabilities927,382 1,243,751 
Total debt844,903 1,169,742 
Stockholders' equity1,501,883 1,398,346 

 Six Months Ended August 31,
 20232022
Accounts receivable turnover (days) (9)
67.967.3
Inventory turnover (times) (9)
2.22.1
Working capital$416,297$654,705
Current ratio1.9:12.1:1
Ending debt to ending equity ratio56.3%83.7%
Return on average equity (9)
9.4%12.7%

 Six Months Ended August 31,
 20232022
Cash Flow:  
Depreciation and amortization$24,606 $21,617 
Net cash provided (used) by operating activities
157,732 (75,452)
Capital and intangible asset expenditures20,557 112,635 
Net debt (repayments) proceeds(90,125)356,014 
Payments for repurchases of common stock54,535 18,305 


19


Reconciliation of Non-GAAP Financial Measures – GAAP Net Cash Provided (Used) by Operating Activities to Free Cash Flow (Non-GAAP) (1) (2)
(Unaudited) (in thousands)

Six Months Ended August 31,
 20232022
Net cash provided (used) by operating activities (GAAP)
$157,732 $(75,452)
Less: Capital and intangible asset expenditures(20,557)(112,635)
Free cash flow (non-GAAP)$137,175 $(188,087)


Reconciliation of Non-GAAP Financial Measures – Net Leverage Ratio (Non-GAAP) (1) (3)
(Unaudited) (in thousands)

Quarterly Period Ended
Twelve Months Ended August 31, 2023
 NovemberFebruaryMayAugust
Adjusted EBITDA (non-GAAP) (10)
$99,742 $73,421 $72,358 $71,730 $317,251 
Bed, Bath & Beyond bankruptcy (8)
— — (4,213)— (4,213)
Adjusted EBITDA per the credit agreement$99,742 $73,421 $68,145 $71,730 $313,038 
Total borrowings under the credit agreement, as reported (GAAP)$846,750 
Add: Outstanding letters of credit17,815 
Less: Unrestricted cash and cash equivalents (24,214)
Net debt$840,351 
Net leverage ratio (non-GAAP) (3)
2.68 
20


Fiscal 2024 Outlook for Net Sales Revenue
(Unaudited) (in thousands) 

Fiscal 2023
Outlook Fiscal 2024
Net sales revenue$2,072,667 $1,965,000$2,015,000
Net sales revenue decline(5.2)%(2.8)%



Reconciliation of Non-GAAP Financial Measures – Fiscal 2024 Outlook for GAAP Operating Income to EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization)
and Adjusted EBITDA (Non-GAAP) (1) (Unaudited) (in thousands)

Six Months Ended August 31, 2023
Outlook for the
Balance of the
Fiscal Year
(Six Months)
Outlook Fiscal 2024
Operating income, as reported (GAAP)$87,486 $158,542 $178,313 $246,028$265,799
Depreciation and amortization24,606 37,332 31,332 61,93855,938
Non-operating income, net285 940 690 1,225975
EBITDA (non-GAAP)112,377 196,814 210,335 309,191322,712
Add: Bed, Bath & Beyond bankruptcy4,213 — — 4,2134,213
 Gain on sale of distribution and office facilities— (34,190)(34,190)(34,190)(34,190)
 Restructuring charges10,972 13,937 11,137 24,90922,109
 Non-cash share-based compensation16,526 17,351 16,630 33,87733,156
Adjusted EBITDA (non-GAAP)$144,088 $193,912 $203,912 $338,000$348,000 



Reconciliation of Non-GAAP Financial Measures - Fiscal 2024 Outlook for GAAP Diluted EPS to Adjusted Diluted EPS (Non-GAAP) and GAAP Effective Tax Rate to Adjusted Effective Tax Rate (Non-GAAP) (1) (Unaudited)  

Six Months Ended August 31, 2023
Outlook for the
Balance of the
Fiscal Year
(Six Months)
Outlook
Fiscal 2024
Tax Rate Outlook Fiscal 2024
Diluted EPS, as reported (GAAP)$2.07 $4.29 -$4.96 $6.36-$7.0320.0 %-18.0 %
Bed, Bath & Beyond bankruptcy0.17 — -— 0.17-0.17
Gain on sale of distribution and office facilities— (1.42)-(1.42)(1.42)-(1.42)
Restructuring charges0.46 0.58 -0.46 1.04-0.92
Amortization of intangible assets0.38 0.41 -0.38 0.79-0.76
Non-cash share-based compensation0.69 0.72 -0.69 1.41-1.38
Income tax effect of adjustments (0.10)0.25 -0.26 0.15-0.16(5.5)%-(4.5)%
Adjusted diluted EPS (non-GAAP)$3.67 $4.83 -$5.33 $8.50-$9.0014.5 %-13.5 %

21


Reconciliation of Non-GAAP Financial Measures – Fiscal 2024 Outlook for GAAP Net Cash Provided by Operating Activities to Free Cash Flow (Non-GAAP) (1) (2)
(Unaudited) (in thousands)

Six Months Ended August 31, 2023
Outlook for the
Balance of the
Fiscal Year
(Six Months)
Outlook Fiscal 2024
Net cash provided by operating activities (GAAP)$157,732 $142,268 $157,268 $300,000 $315,000
Less: Capital and intangible asset expenditures(20,557)(29,443)(24,443)(50,000)(45,000)
Free cash flow (non-GAAP)$137,175 $112,825 $132,825 $250,000 $270,000




22


HELEN OF TROY LIMITED AND SUBSIDIARIES
Notes to Press Release
(1)This press release contains non-GAAP financial measures. Adjusted Operating Income, Adjusted Operating Margin, Adjusted Effective Tax Rate, Adjusted Income, Adjusted Diluted EPS, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow and Net Leverage Ratio (“Non-GAAP Financial Measures”) that are discussed in the accompanying press release or in the preceding tables may be considered non-GAAP financial measures as defined by SEC Regulation G, Rule 100. Accordingly, the Company is providing the preceding tables that reconcile these measures to their corresponding GAAP-based financial measures. The Company is unable to present a quantitative reconciliation of forward-looking expected net leverage ratio to its most directly comparable forward-looking GAAP financial measure because such information is not available, and management cannot reliably predict all of the necessary components of such GAAP financial measure without unreasonable effort or expense. In addition, the Company believes such reconciliation would imply a degree of precision that would be confusing or misleading to investors. The Company believes that these Non-GAAP Financial Measures provide useful information to management and investors regarding financial and business trends relating to its financial condition and results of operations. The Company believes that these Non-GAAP Financial Measures, in combination with the Company’s financial results calculated in accordance with GAAP, provide investors with additional perspective regarding the impact of certain charges and benefits on applicable income, margin and earnings per share measures. The Company also believes that these Non-GAAP Financial Measures facilitate a more direct comparison of the Company’s performance with its competitors. The Company further believes that including the excluded charges and benefits would not accurately reflect the underlying performance of the Company’s operations for the period in which the charges and benefits are incurred, even though such charges and benefits may be incurred and reflected in the Company’s GAAP financial results in the near future. The material limitation associated with the use of the Non-GAAP Financial Measures is that the Non-GAAP Financial Measures do not reflect the full economic impact of the Company’s activities. These Non-GAAP Financial Measures are not prepared in accordance with GAAP, are not an alternative to GAAP financial measures, and may be calculated differently than non-GAAP financial measures disclosed by other companies. Accordingly, undue reliance should not be placed on non-GAAP financial measures.
(2)Free cash flow represents net cash provided (used) by operating activities less capital and intangible asset expenditures.
(3)
Net leverage ratio is calculated as (a) total borrowings under the Company’s cre