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Excrept from filing document 2025-02-28

The aggregate market value of the voting and non voting common shares held by non affiliates of the registrant as of August 31 2024 based upon the closing price of the common shares as reported by The NASDAQ Global Select Market on such date was approximately 1 212 9 million
Portions of the Proxy Statement for the 2025 Annual General Meeting of Shareholders to be filed within one hundred and twenty days of the fiscal year ended February 28 2025 2025 Proxy Statement are incorporated by reference into Part III of this report to the extent described herein
In this Annual Report on Form 10 K the Annual Report which includes the accompanying consolidated financial statements and notes unless otherwise indicated or the context suggests otherwise references to the Company our Company Helen of Troy we us or our refer to Helen of Troy Limited and its subsidiaries We refer to our common shares par value 0 10 per share as common stock References to EMEA refer to the combined geographic markets of Europe the Middle East and Africa We use product and service names in this Annual Report for identification purposes only and they may be protected in the United States and other jurisdictions by trademarks trade names service marks and other intellectual property rights of ours and other parties The absence of a specific attribution in connection with any such mark does not constitute a waiver of any such right All trademarks trade names service marks and logos referenced herein belong to their respective owners References to fiscal in connection with a numeric year number denotes our fiscal year ending on the last day of February during the year number listed References to the FASB refer to the Financial Accounting Standards Board References to GAAP refer to accounting principles generally accepted in the United States of America the U S References to ASU refer to the codification of GAAP in the Accounting Standards Updates issued by the FASB References to ASC refer to the codification of GAAP in the Accounting Standards Codification issued by the FASB
We incorporated as Helen of Troy Corporation in Texas in 1968 and were reorganized as Helen of Troy Limited in Bermuda in 1994 We are a leading global consumer products company offering creative products and solutions for our customers through a diversified portfolio of brands We have built leading market positions through new product innovation product quality and competitive pricing We go to market under a number of brands some of which are licensed Our portfolio of brands includes OXO Hydro Flask Osprey Vicks Braun Honeywell PUR Hot Tools Drybar Curlsmith Revlon and Olive June among others
Offers a broad range of outstanding world class brands that help consumers enjoy everyday living inside their homes and outdoors Our innovative products for home activities include food preparation and storage cooking cleaning organization and beverage service Our outdoor performance range on the go food storage and beverageware includes lifestyle hydration products coolers and food storage solutions backpacks and travel gear Sales for this global segment are primarily to online and brick mortar retailers and through our direct to consumer channel
Provides consumers with a broad range of outstanding world class brands for beauty and wellness In Beauty we deliver innovation through products such as hair styling appliances grooming tools liquid and aerosol personal care products and nail care solutions that help consumers look and feel more beautiful In Wellness we are there when you need us most with highly regarded humidifiers thermometers water and air purifiers heaters and fans Sales for this global segment are primarily to online and brick mortar retailers distributors and through our direct to consumer channel
Fiscal 2019 marked the completion of Phase I of our transformation strategy which delivered improved organic sales growth by focusing on our leading brands strategic acquisitions becoming a more efficient operating company with strong global shared services upgrading our organization and culture improved inventory turns and return on invested capital and returning capital to shareholders
Fiscal 2020 began Phase II of our transformation which was designed to drive the next five years of progress Fiscal 2024 concluded Phase II of our transformation strategy which produced net sales growth and gross profit margin expansion We expanded our portfolio of leading brands and international footprint with the acquisitions of Drybar Osprey and Curlsmith We completed the divestiture of our Personal Care business as defined below and extended our Revlon trademark license for a period of up to 100 years We strategically and effectively deployed capital to construct our new distribution facility in Gallaway Tennessee repurchased shares of our common stock and repaid amounts outstanding under our long term debt agreement We began publishing an annual Sustainability Report to provide transparency into our strategy and performance During Phase II we also initiated a global restructuring plan referred to as Project Pegasus intended to expand operating margins through initiatives designed to improve efficiency and effectiveness and reduce costs
Project Pegasus includes initiatives to further optimize our brand portfolio streamline and simplify the organization accelerate and amplify cost of goods savings projects enhance the efficiency of our supply chain network optimize our indirect spending and improve our cash flow and working capital as well as other activities These initiatives have created operating efficiencies as well as provided a platform to fund growth investments During the fourth quarter of fiscal 2023 we made changes to the structure of our organization which resulted in our previous Health Wellness and Beauty operating segments being combined into a single reportable segment the creation of a North America Regional Market Organization RMO responsible for sales and go to market strategies and further centralization of operations and finance functions under shared services to better support our business segments and RMOs This new structure reduced the size of our global workforce by approximately 10 We believe that these changes better focus business segment resources on brand development consumer centric innovation and marketing the RMOs on sales and go to market strategies and shared services on their respective areas of expertise while also creating a more efficient and effective organizational structure During fiscal 2024 we announced plans to geographically consolidate the U S Beauty business located in El Paso Texas and Irvine California and co locate it with our Wellness business in the Boston Massachusetts area This geographic consolidation and relocation aligns with our initiative to streamline and simplify the organization and was completed during fiscal 2025 We expect these changes to enable a greater opportunity to capture synergies and enhance collaboration and innovation within the Beauty Wellness segment See Note 11 to the accompanying consolidated financial statements for additional information
Fiscal 2025 began our Elevate for Growth Strategy which provides our strategic roadmap through fiscal 2030 The long term objectives of Elevate for Growth include continued organic sales growth further margin expansion and accretive capital deployment through strategic acquisitions share repurchases and capital structure management The Elevate for Growth Strategy includes an enhanced portfolio management strategy to invest in our brands and grow internationally based upon defined criteria with an emphasis on brand building new product introductions and expanded distribution We are continuing to execute our initiatives under Project Pegasus which we expect to generate incremental fuel to invest in our brand portfolio and new capabilities We intend to further leverage our operational scale and assets including our new state of the art distribution center improved go to market structure with our North America RMO and our expanded shared services capabilities Additionally we are committed to advancing our sustainability efforts as a core component of our Elevate for Growth Strategy designing products that meet consumer expectations for quality durability and responsible production while strengthening trust in our brands and enhancing their competitiveness in global markets During fiscal 2025 we created an integrated marketing center of excellence led by our Global Chief Marketing Officer that embraces next level data analytics and consumer insight capabilities and further integrated our supply chain and finance functions within our shared services
On December 16 2024 we completed the acquisition of Olive June LLC Olive June an innovative omni channel nail care brand The Olive June brand and products were added to the Beauty Wellness segment The total purchase consideration consists of initial cash consideration of 229 4 million net of cash acquired which included a preliminary net working capital adjustment and is subject to certain customary closing adjustments and contingent cash consideration of up to 15 0 million subject to Olive June s performance during calendar years 2025 2026 and 2027 payable annually The acquisition of Olive June complements and broadens our existing Beauty portfolio beyond the hair care category and advances our Elevate for Growth Strategy to deploy accretive capital that leverages our capabilities and scale to accelerate growth further expand margins and drive greater earnings growth and free cash flow conversion
Food storage containers kitchen utensils for cooking and preparing salads fruits vegetables and meats graters slicers and choppers baking essentials kitchen organization bath cleaning infant and toddler products and coffee preparation tools and electronics
Thermometers blood pressure monitors pulse oximeters nasal aspirators humidifiers faucet mount and pitcher water filtration systems air purifiers heaters fans and humidification thermometry water filtration and air purification consumables
We market products under a number of trademarks that we own and sell certain of our products under trademarks licensed from third parties We believe our principal trademarks both owned and licensed have high levels of brand name recognition among retailers and consumers throughout the world Through our favorable partnerships with our licensors we believe we have developed stable enduring relationships that provide access to unique brands that complement our owned and internally developed trademarks
The Beauty Wellness segment relies on the continued use of trademarks licensed under various agreements for a significant portion of its net sales revenue New product introductions under licensed trademarks require approval from the respective licensors The licensors must also approve the product packaging Some of our license agreements require us to pay minimum royalties
We maintain utility and design patents in the U S and several foreign countries We also protect certain details about our processes products and strategies as trade secrets keeping confidential the information that we believe provides us with a competitive advantage
of total net sales revenue in fiscal 2025 and 74 of total net sales revenue in both fiscal 2024 and 2023 Our segments primarily sell their products through mass merchandisers sporting goods retailers department stores drugstore chains home improvement stores grocery stores specialty stores prestige beauty chains beauty supply retailers e commerce retailers wholesalers warehouse clubs and various types of distributors as well as directly to consumers We take a consumer centric approach to assortment planning by fostering close collaborations with our retail customers In many instances we produce specific versions of our product lines with exclusive designs and packaging for our retail customers which are appropriately priced for their respective customer bases In fiscal 2024 we hired a Global Chief Marketing Officer to create and lead an integrated marketing center of excellence which was established during fiscal 2025 The marketing center of excellence includes our consumer insights experience planning digital creative content and marketing data analytics associates and supports our international and North American RMOs and brand marketing teams We sell products principally through the use of outside sales representatives and our own internal sales associates supported by our marketing center of excellence brand marketing teams category management engineering creative services and customer and consumer service associates These groups work closely together leveraging marketing data and analytics to develop pricing and distribution strategies to design packaging and to help develop product line extensions and new products
Our research and development activities focus on new differentiated and innovative products designed to drive sustained organic growth We continually invest to strengthen our product design and research and development capabilities including extensive studies to gain consumer insights Research and development expenses consist primarily of salaries and employee benefits contracted development and testing efforts and third party design agencies associated with the development of products
We contract with unaffiliated manufacturers primarily in China Mexico and Vietnam to manufacture a significant portion of our finished goods for the Home Outdoor segment and our Beauty Wellness segment s hair tools and accessories and nail consumables and grooming tools as well as certain wellness product categories The hair liquids category of the Beauty Wellness segment sources most of its products from U S manufacturers Finished goods manufactured by vendors in Asia comprised approximately 79 of finished goods purchased in both fiscal 2025 and 2024 and 87 of finished goods purchased in fiscal 2023 Finished goods manufactured by vendors in China comprised approximately 63 62 and 73 of finished goods purchased in fiscal 2025 2024 and 2023 respectively
We occupy owned and leased office and distribution space in various locations to support our operations These facilities include our U S headquarters in El Paso Texas and distribution centers in Southaven and Olive Branch Mississippi and Gallaway Tennessee which are used to support a significant portion of our domestic distribution See Note 4 to the accompanying consolidated financial statements for additional information
accounted for approximately 22 21 and 17 of our consolidated net sales revenue in fiscal 2025 2024 and 2023 respectively Sales to our second largest customer Walmart Inc including its worldwide affiliates accounted for approximately 11 9 and 10 of our consolidated net sales revenue in fiscal 2025 2024 and 2023 respectively Sales to our third largest customer Target Corporation accounted for approximately 11 of our consolidated net sales
revenue in fiscal 2025 and 10 in both fiscal 2024 and 2023 No other customers accounted for 10 or more of consolidated net sales revenue during these fiscal years Sales to our top five customers accounted for approximately 49 47 and 43 of our consolidated net sales revenue in fiscal 2025 2024 and 2023 respectively
When placing orders our individual consumer retail and wholesale customers usually request that we ship the related products within a short time frame As such there usually is no significant backlog of orders in any of our distribution channels
Our sales are seasonal due to different calendar events holidays and seasonal weather and illness patterns Historically the third fiscal quarter produces the highest net sales revenue during the fiscal year
We generally sell our products in markets that are very competitive and mature Our products compete against similar products of many large and small companies including well known global competitors In many of the markets and industry segments in which we sell our products we compete against other branded products as well as retailers private label brands We believe that we have certain key competitive advantages such as well recognized brands engineering expertise and innovation sourcing and supply chain know how and productive co development relationships with our manufacturers We support our products with advertising promotions strategic partnerships with ambassadors and influencers and other marketing activities as well as an extensive sales force in order to build awareness and to encourage new consumers to try our brands and products We are well positioned in the industry segments and markets in which we operate often holding a leadership or significant market share position We believe these advantages allow us to bring our retailers a differentiated value proposition
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Our operations are subject to national state local and provincial jurisdictions environmental health and safety laws and regulations and industry specific product certifications Many of the products we sell are subject to product safety laws and regulations in various jurisdictions These laws and regulations specify the maximum allowable levels of certain materials that may be contained in our products provide statutory prohibitions against misbranded and adulterated products establish ingredients and manufacturing procedures for certain products specify product safety testing requirements and set product identification labeling and claim requirements For example some of our Beauty Wellness segment s customers require that our hair appliances comply with various safety certifications including UL certifications Similarly thermometers distributed by our Beauty Wellness segment must comply with various regulations governing the production and distribution of medical devices Additionally some of our product lines are subject to product identification labeling and claim requirements which are monitored and enforced by regulatory agencies such as the U S Environmental Protection Agency the EPA U S Customs and Border Protection the U S Food and Drug Administration and the U S Consumer Product Safety Commission
During fiscal 2022 and 2023 we were in discussions with the EPA regarding the compliance of packaging claims on certain of our products in the air and water filtration categories and a limited subset of humidifier products within the Beauty Wellness segment that are sold in the U S The EPA did not raise any product quality safety or performance issues As a result of these packaging compliance discussions we voluntarily implemented a temporary stop shipment action on the impacted products as we worked with the EPA towards an expedient resolution We resumed normalized levels of shipping of the affected inventory during fiscal 2022 and we completed the repackaging and relabeling of our existing inventory of impacted products during fiscal 2023 Additionally as a result of continuing dialogue with the EPA we executed further repackaging and relabeling plans on certain additional humidifier products and certain additional air filtration products which were also completed during fiscal 2023 Ongoing settlement discussions with the EPA related to this matter may result in the imposition of fines or penalties in the future Such potential fines or penalties cannot be reasonably estimated
We recorded charges to cost of goods sold to write off obsolete packaging for the affected products in our inventory on hand and in transit We have also incurred additional compliance costs comprised of obsolete packaging storage and other charges from vendors which were recognized in cost of goods sold and incremental warehouse storage costs and legal fees which were recognized in SG A We refer to these charges as EPA compliance costs throughout this Annual Report During fiscal 2023 we incurred 23 6 million in EPA compliance costs of which 16 9 million and 6 7 million were recognized in cost of goods sold and SG A respectively in our consolidated statement of income The costs recognized in cost of goods sold included a 4 4 million charge to write off the obsolete packaging for the affected additional humidifier products and affected additional air filtration products in our inventory on hand and in transit as of the end of the first quarter of fiscal 2023 In addition we incurred and capitalized into inventory costs to repackage a portion of our existing inventory of the affected products beginning in the second quarter of fiscal 2022 through completion of the repackaging in the third quarter of fiscal 2023
An emerging trend with governmental and non governmental organizations consumers shareholders retail customers communities and other stakeholders is increased focus and expectations on sustainability matters These trends have led to among other things increased public and private social accountability reporting requirements relating to labor practices climate change human trafficking and other sustainability matters and greater demands on our packaging and products In our product space some requirements have already been mandated and we believe others may become required in the future Examples of current requirements include conflict minerals content reporting customer reporting of foreign fair labor practices in connection with our supply chain vendors and evaluating the risks of human trafficking and slavery
We believe that we are in material compliance with these laws regulations and other reporting requirements Due to the nature of our operations and the frequently changing nature of compliance and social reporting standards and technology we cannot predict with any certainty what future material capital or operating expenditures if any will be required in order to comply with applicable laws regulations and other reporting mandates Further any failure to achieve our sustainability goals or a perception of our failure to act responsibly or to effectively respond to new or changes in legal or regulatory requirements relating to sustainability concerns could adversely affect our business financial condition results of operations and reputation
We uphold rigorous corporate governance standards that support transparency ethical business practices and long term value creation for our stakeholders including associates consumers customers shareholders and communities As we execute our Elevate for Growth Strategy we seek to drive organic sales growth expand margins and deploy capital strategically with sustainability initiatives supporting these objectives critical to our operations and market success This focus enhances our ability to adapt to evolving consumer expectations mitigate risks and position us as a responsible global market participant
Our Board of Directors through the Corporate Governance Committee oversees sustainability related matters and their implementation including environmental climate change and human rights Our Vice President of Regulatory Sustainability and Governance leads these initiatives to implement a strategic plan aligned with globally recognized frameworks including the Sustainability Accounting Standards Board SASB Task Force on Climate related Financial Disclosures TCFD and Global Reporting Initiative GRI
Our approach to product design and development prioritizes meeting growing consumer demand for products that are safe durable and responsibly made We focus on innovation that incorporates principles of environmental stewardship such as circularity recyclability and reducing packaging waste ensuring alignment with consumer values and building trust in our brands Additionally we conduct comprehensive supply chain audits to ensure compliance with ethical labor practices and responsible sourcing reinforcing our reputation for quality and integrity
As part of our sustainability strategy we report climate related data to the Carbon Disclosure Project in alignment with TCFD guidelines implement responsible climate policies and advance science based emissions reduction targets These actions position us to address regulatory requirements and investor expectations while mitigating climate related risks and ensuring long term business viability
In June 2024 we published our fourth Sustainability Report summarizing our strategy and highlighting progress in environmental stewardship and human capital development These disclosures align with our commitment to transparency and responsible business practices Information in our Sustainability Report is not part of this Annual Report or any other report we file with or furnish to the Securities and Exchange Commission SEC
We are committed to fostering a positive and engaging culture of inclusion care belonging and support where all people throughout our global workforce can thrive Resources provided to enhance associates total well being include learning and development opportunities volunteer time off financial and retirement planning advice and employee stock purchase programs health and wellness programs and
Our ability to attract develop and retain top talent is critical to our continued success as a business We have a performance evaluation and feedback process for all of our associates We encourage career planning at all levels of the Company We have a formal system for identifying and developing talent and growth for associates within our organization and support the creation of development and succession plans across key positions in the Company Our senior leadership team develops and recommends to the Board of Directors succession plans for all of our senior management Our compensation program is designed to provide a competitive compensation package that will attract retain motivate and reward superior employees We seek to do this by structuring our compensation based on a pay for performance philosophy linking annual changes in compensation to overall Company performance as well as each individual s contribution to the results achieved Our compensation processes also support fair and equitable pay for all of our associates
We believe our culture fair pay benefits rewards and recognition healthy living initiatives collaborative projects and open communication between management and staff enables us to attract and retain talented associates
None of our U S associates are covered by a collective bargaining agreement Certain of our associates in Europe and Vietnam are covered by collective arrangements or works counsel in accordance with local practice We have never experienced a work stoppage and we believe that we have satisfactory working relations with our associates
We believe that an inclusive workforce is essential to fostering innovation driving growth and meeting the evolving needs of global consumers By valuing and celebrating the unique perspectives of our associates we strengthen our ability to develop products that resonate with diverse markets enhance our global competitiveness and align with consumer demand This gives us a competitive edge in attracting and retaining top talent fostering an environment where associates feel empowered to contribute their best
We are advancing initiatives to foster inclusion which include leadership coaching and training to build awareness and sponsorship recruitment actions associate learning programs to develop skills associate resource groups ongoing dialogue sessions with our associates and charitable donations to non profit organizations whose missions and values align with our culture
We have a 50 plus year tradition of supporting the communities where we live and work through charitable donations from both the Company and its associates In addition we provide our associates two paid community service days to donate their time to organizations that matter most to them We believe our community engagement and good corporate citizenship will lead to stronger communities and shared success for our Company
We maintain our main Internet site at http www helenoftroy com The information contained on this website is not included as a part of or incorporated by reference into this Annual Report We make available on or through our main website s Investor Relations page under the heading Financials SEC Filings certain reports and amendments to those reports that we file with or furnish to the SEC in accordance with the Securities Exchange Act of 1934 as amended the Exchange Act These include our annual reports on Form 10 K our quarterly reports on Form 10 Q our current reports on Form 8 K our proxy statements on Schedule 14A amendments to these reports and the reports required under Section 16 of the Exchange Act of transactions in our common stock by directors and officers We make this information available on our website free of charge as soon as reasonably practicable after we electronically file the information with or furnish it to the SEC The SEC maintains a website at https www sec gov that contains reports proxy and information statements and other information regarding issuers that file electronically with the SEC Also on the Investor Relations page under the heading Governance are our Code of Ethics Code of Conduct Corporate Governance Guidelines and the Charters of the Committees of the Board of Directors
Carefully consider the risks described below and all of the other information included in our Annual Report when deciding whether to invest in our securities or otherwise evaluating our business If any of the risks or other events or circumstances described elsewhere in this Annual Report materialize our business operating results or financial condition may suffer In this case the trading price of our common stock and the value of your investment might significantly decline The risks listed below are not the only risks that we face Additional risks unknown to us or that we currently believe are insignificant may also affect our business
You should also refer to the explanation of the qualifications and limitations on forward looking statements under Information Regarding Forward Looking Statements at the end of Item 7 Management s Discussion and Analysis of Financial Condition and Results of Operations All forward looking statements made by us are qualified by the risk factors described below
The occurrence of cyber incidents or failure by us or our third party service providers to maintain cybersecurity and the integrity of confidential internal or customer data could have a material adverse effect on our operations and profitability
A cybersecurity breach obsolescence or interruptions in the operation of our central global Enterprise Resource Planning systems and other peripheral information systems could have a material adverse effect on our operations and profitability
We are dependent on third party manufacturers most of which are located in Asia and any inability to obtain products from such manufacturers could have a material adverse effect on our business operating results and financial condition
Our operating results may be adversely affected by trade barriers exchange controls expropriations and other risks associated with domestic and foreign operations including uncertainty and business interruptions resulting from political changes and events in the U S and abroad and volatility in the global credit and financial markets and economy
We are subject to risks related to our dependence on the strength of retail economies and may be vulnerable in the event of a prolonged economic downturn including a downturn from the effects of macroeconomic conditions any public health crises or similar conditions
All of our products are manufactured by unaffiliated manufacturers most of which are located in China Mexico and Vietnam we face risks of significant tariffs or other restrictions continuing to be placed on imports from China Mexico or Vietnam including by the new U S presidential administration which has promoted and implemented plans to raise tariffs and pursue other trade policies intended to restrict imports We also face risks of any retaliatory trade measures taken by China Mexico or Vietnam adversely impacting our business
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 could have a material adverse impact on our business
We face risks associated with global legal developments regarding privacy and data security that could result in changes to our business practices penalties increased cost of operations or otherwise harm our business
Legislation enacted in Bermuda and Barbados in response to the European Union s EU review of harmful tax competition and additional focus on compliance with economic substance requirements by Bermuda and Barbados could each adversely affect our operations
You should carefully consider this summary with the more detailed descriptions of risks described below and all of the other information included in our Annual Report when deciding whether to invest in our securities or otherwise evaluating our business
Certain of our U S distribution facilities are geographically concentrated This factor increases our risk that disruptions could occur and significantly affect our ability to deliver products to our customers in a timely manner Such disruptions could have a material adverse effect on our business
During fiscal 2025 most of our U S distribution receiving and storage functions were consolidated into two distribution facilities in northern Mississippi and our new distribution facility in Gallaway Tennessee that became operational during the first quarter of fiscal 2024 Our three distribution facilities are in proximity to each other Approximately 60 of our consolidated gross sales volume shipped from facilities in this region in fiscal 2025 Due to this geographical concentration any disruption in our distribution process in any of these facilities even for a few days could adversely affect our business operating results and financial condition As examples government mandated or suggested isolation protocols relating to a pandemic or other public health crisis or severe weather events could limit or disrupt the distribution process at these facilities or even cause the closure of a facility which could have a material adverse effect on our business operating results and financial condition These factors described above could cause delays in the delivery of our products that could have a material and adverse effect on our business operating results and financial condition
The occurrence of cyber incidents or failure by us or our third party service providers to maintain cybersecurity and the integrity of confidential internal or customer data could have a material adverse effect on our operations and profitability Such incidents may also result in faulty business decisions operational inefficiencies damage to our reputation or our associate and business relationships and or subject us to costs fines or lawsuits
Information systems require constant updates to their security policies networks software and hardware systems to reduce the risk of unauthorized access malicious destruction of data or information theft In addition attacks upon information technology systems are increasing in their frequency level of sophistication persistence and intensity and are being conducted by sophisticated and organized groups and individuals with a wide range of motives and expertise We rely on commercially available systems software tools third party service providers and monitoring to provide security for processing transmission and storage of confidential information and data While we have security measures in place our systems networks and third party service providers have been and will continue to be subject to ongoing threats We and our third party service providers have experienced and expect to continue to experience actual or attempted cyber attacks of our information systems or networks We do not believe we have experienced any material system security breach that to date has had a material impact on our operations or financial condition However if any such event whether actual or perceived were to occur it could have a material adverse effect on our business operating results and financial condition Our security measures may also be breached in the future as a result of associate error failure to implement appropriate processes and procedures advances in computer and software capabilities and encryption technology new tools and discoveries malfeasance third party action including cyber attacks hacking phishing attacks malware e g ransomware or other misconduct by computer hackers or otherwise Additionally we may have heightened cybersecurity information security and operational risks as a result of work from home arrangements Our workforce operates with a combination of remote work and flexible work schedules opening us up for cybersecurity threats and potential breaches as a result of increased associate usage of networks other than company managed networks Furthermore due to geopolitical tensions around the world the risk of cyber attacks may be elevated This could result in one or more third parties obtaining unauthorized access to our customer or supplier data or our internal data including personally identifiable information intellectual property and other confidential business information Third parties may also attempt through phishing attacks or other forms of social engineering schemes or deceptive practices to fraudulently induce associates into disclosing sensitive information
such as usernames passwords or other information in order to gain access to customer or supplier data or our internal data including intellectual property financial and other confidential business information
Furthermore although we limit the use of generative artificial intelligence including machine learning AI technologies by our associates our third party manufacturers vendors and service providers may use generative AI technologies or systems The development adoption and use of AI technologies are still in their early stages and are complex The algorithms and models utilized in generative AI technologies and systems may have limitations including biases errors or inability to handle certain data types or scenarios There are also risks of system failures disruptions or vulnerabilities that could compromise the integrity security or privacy of the AI generated content including the use of cyberattacks against such emerging technologies The ineffective or inadequate AI development or deployment practices by any of our third party manufacturers vendors or service providers could result in unintended consequences and may intensify our cybersecurity risks
We believe our mitigation measures reduce but cannot eliminate the risk of a cyber incident however there can be no assurance that our existing and planned precautions of backup systems regular data backups security protocols and other procedures will be adequate to prevent significant damage system failure or data loss and the same is true for our partners vendors and other third parties on which we rely Because techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until they are launched against a target we may be unable to anticipate these techniques or to implement adequate preventative or mitigating measures Though it is difficult to determine what harm may directly result from any specific interruption or breach any failure to maintain performance reliability security and availability of our network infrastructure or otherwise maintain the confidentiality security and integrity of data that we store or otherwise maintain on behalf of third parties may harm our reputation and our associate customer and consumer relationships
If such unauthorized disclosure or access does occur we may be required to notify our customers consumers associates or those persons whose information was improperly used disclosed or accessed We may also be subject to claims of breach of contract for such use or disclosure investigation and penalties by regulatory authorities and potential claims by persons whose information was improperly used or disclosed We could also become the subject of regulatory action or litigation from our consumers customers associates suppliers service providers and shareholders which could damage our reputation require significant expenditures of capital and other resources and cause us to lose business and revenue Additionally an unauthorized disclosure or use of information could cause interruptions in our operations and might require us to spend significant management time and other resources investigating the event and coordinating with local and federal law enforcement Regardless of the merits and ultimate outcome of these matters we may be required to devote time and expense to their resolution
In addition the increase in the number and the scope of data security incidents has increased regulatory and industry focus on security requirements and heightened data security industry practices The rapid evolution and increased adoption of complex AI technologies has amplified this focus and continues to influence and impact data security industry requirements and practices New regulation evolving industry standards and the interpretation of both may cause us to incur additional expense in complying with any new data security requirements As a result the failure to maintain the integrity of and protect customer or supplier data or our confidential internal data could result in unintended consequences such as reputational damage legal liabilities or loss of business which could have a material adverse effect on our business operating results and financial condition
We rely on central global Enterprise Resource Planning ERP systems and other peripheral information systems A cybersecurity breach obsolescence or interruptions in the operation of our computerized systems or other information technologies could have a material adverse effect on our operations and profitability
Our operations are largely dependent on our ERP system We continuously make adjustments to improve the effectiveness of the ERP and other peripheral information systems including the installation of significant new subsystems In fiscal 2026 we are planning to replace our financial consolidation planning and reporting system and supply chain planning system as further described below Our ERP system is subject to continually evolving cybersecurity and technological risks including risks associated with cloud data storage Any failures or disruptions in the ERP and other information systems including a cybersecurity breach or any complications resulting from ongoing adjustments to our systems could cause interruption or loss of data in our information or logistical systems that could materially impact our ability to procure products from our manufacturers transport them to our distribution facilities and store and deliver them to our customers on time and in the correct amounts In addition natural disasters or other extraordinary events may disrupt our information systems and other infrastructure and our data recovery processes may not be sufficient to protect against loss
In fiscal 2026 we are planning to replace our financial consolidation planning and reporting system and supply chain planning system to embrace next level data and analytics by investing in capabilities that are expected to leverage best in class ways of working and modernized technologies that enhance efficiency effectiveness and experience As part of our strategy to embrace next level data and analytics we could identify and embark upon additional projects to upgrade or replace our information systems These projects and any potential future projects will require the investment of significant personnel and financial resources and the re engineering of business processes System implementations subject us to substantial costs and inherent risks associated with migrating from our legacy systems and processes These costs and risks include but are not limited to significant capital and operating expenditures diversion of associates and management s attention from day to day business operations disruptions to our supply chain inability to deliver products to our customers in a timely manner inability to process payments to manufacturers vendors and associates accurately and in a timely manner and possible weakened effectiveness of our internal controls over financial reporting If we are not able to successfully design and implement new systems as planned and in a timely manner we could incur increased costs disruptions to our operations or other difficulties each of which could have a material adverse effect on our business operating results and financial condition
Our long term success in the competitive retail environment depends on our ability to develop and commercialize a continuing stream of innovative new products that meet changing consumer preferences and take advantage of opportunities sooner than our competition We face the risk that our competitors will introduce and successfully market innovative new products that compete with our products which could result in redeployment of shelf space to our competitors or lost distribution We also face the risk that our competitors will adapt to changing consumer preferences more quickly which could lead to a decline in our market share There are numerous uncertainties inherent in successfully developing and commercializing new products on a continuing basis and new product launches may not deliver expected growth in sales or operating income If we are unable to develop and introduce a continuing stream of competitive new products it may have an adverse effect on our business operating results and financial condition
With the continuing trend towards retail trade consolidation we are increasingly dependent upon key customers whose bargaining strength is substantial and growing We may be negatively affected by changes in the policies of our customers such as on hand inventory reductions limitations on access to shelf space use of private label brands price and term demands actions to respond to public health crises and other conditions which could negatively impact our business operating results and financial condition
Certain of our customers source and sell products under their own private label brands that compete with our products Additionally as large traditional retail and online customers grow even larger and become more sophisticated they may continue to demand lower pricing special packaging shorter lead times for the delivery of products smaller more frequent shipments or impose other requirements on product suppliers These business demands may relate to inventory practices logistics or other aspects of the customer supplier relationship If we do not effectively respond to these demands these customers could decrease their purchases from us A reduction in the demand for our products by these customers and the costs of complying with their business demands could have a material adverse effect on our business operating results and financial condition
Our operating results are dependent on sales to several large customers and the loss of or substantial decline in sales to a top customer could have a material adverse effect on our revenues and profitability
A few customers account for a substantial percentage of our net sales revenue Our financial condition and operating results could suffer if we lost all or a portion of the sales to any one of these customers In particular sales to our two largest customers accounted for approximately 33 of our consolidated net sales revenue in fiscal 2025 While only three customers individually accounted for 10 or more of our consolidated net sales revenue in fiscal 2025 sales to our top five customers in aggregate accounted for approximately 49 of fiscal 2025 consolidated net sales revenue We expect that a small group of customers will continue to account for a significant portion of our net sales revenue Although we have long standing relationships with our major customers we generally do not have written agreements that require these customers to buy from us or to purchase a minimum amount of our products A substantial decrease in sales to any of our major customers could have a material adverse effect on our financial condition and operating results For example we had reduced sales to Bed Bath Beyond during fiscal 2024 and 2025 in comparison to prior years as a result of its bankruptcy Some of our customers creditworthiness may be vulnerable to the impact of a prolonged economic downturn or a public health crisis We regularly monitor and evaluate the credit status of our customers and attempt to adjust sales terms as appropriate Despite these efforts a deterioration in the credit worthiness or bankruptcy filing of a key customer could have a material adverse effect on our business operating results and financial condition
We are dependent on third party manufacturers most of which are located in Asia and any inability to obtain products from such manufacturers could have a material adverse effect on our business operating results and financial condition
All of our products are manufactured by unaffiliated companies most of which are in Asia principally in China For fiscal 2025 finished goods manufactured in Asia comprised approximately 79 of total finished goods purchased of which 63 was manufactured in China This concentration exposes us to risks associated with doing business globally including among others global public health crises such as pandemics and epidemics changing international political relations and conflicts labor availability and cost changes in laws including tax laws regulations and treaties changes in labor laws regulations and policies changes in customs duties additional tariffs and other trade barriers changes in shipping costs currency exchange fluctuations local political unrest an extended and complex transportation cycle the
impact of changing economic conditions and the availability and cost of raw materials and merchandise In recent years increasing labor costs import tariffs regional labor dislocations driven by new government policies local inflation changes in ocean cargo carrier capacity and costs the impact of energy prices on transportation and fluctuations in the Chinese Renminbi against the U S Dollar have resulted in variability in our cost of goods sold In the past certain Chinese suppliers have closed operations due to economic conditions that pressured their profitability Although we have multiple sourcing partners for certain products occasionally we may be unable to source certain items on a timely basis due to changes occurring with our suppliers We believe that we can source certain similar products outside of China and are moving towards a more diversified supplier base through continuously exploring the expansion of sourcing alternatives in other countries making progress towards such capabilities during both fiscal 2025 and 2024 However the relocation of any production capacity will continue to require more time could require substantial costs and may not be successful The political legal and cultural environment in Asia is rapidly evolving and any change that impairs our ability to obtain products from manufacturers in that region or to obtain products at marketable rates could have a material adverse effect on our business operating results and financial condition
Any disruption to our supply chain even for a relatively short period of time could cause a loss of revenue which could adversely affect our operating results Additionally any surges in demand and shifts in shopping patterns as well as other factors can strain the global supply chain network resulting in higher inbound freight costs and surges in prices for raw materials components and semiconductor chips which could adversely impact our operating costs While we witnessed declines in inbound freight costs during fiscal 2024 from the higher costs we experienced as a result of the COVID 19 pandemic and related global supply chain disruptions there was minimal volatility in our inbound freight costs during fiscal 2025 However if global supply chain disruptions re emerge we may experience further cost increases which could have a material adverse effect on our business operating results and financial condition
With most of our manufacturers located in Asia our production lead times are relatively long Therefore we must commit to production in advance of customer orders If we fail to forecast customer or consumer demand accurately we may encounter difficulties in filling customer orders on a timely basis or in liquidating excess inventories We may also find that customers are canceling orders or returning products Any of these results could have a material adverse effect on our business operating results and financial condition
Retailers place great emphasis on timely delivery of our products for specific selling seasons especially during our third fiscal quarter and on the fulfillment of consumer demand throughout the year We cannot control all of the various factors that might affect product delivery to retailers Vendor production delays difficulties encountered in shipping from overseas customs clearance delays and operational issues with any of the third party logistics providers we use in certain countries are on going risks of our business We also rely upon third party carriers for our product shipments from our distribution facilities to customers In certain circumstances we rely on the shipping arrangements our suppliers have made in the case of products shipped directly to retailers from the suppliers Accordingly we are subject to risks including labor disputes inclement weather public health crises such as pandemics and epidemics natural disasters possible acts of terrorism port and canal backlogs and blockages availability of shipping containers carrier imposed capacity restrictions carrier delays shortages of qualified drivers and increased security restrictions associated with the carriers ability to provide delivery services to meet our shipping needs Our third party manufacturing partners are not equipped to hold meaningful amounts of inventory and if shipping container capacity is limited or unavailable they could pause manufacturing which could ultimately impact our ability to meet consumer demand on a timely basis Further our delivery process must often accommodate special vendor requirements to use specific carriers and
delivery schedules During the first quarter of fiscal 2025 we experienced automation system startup issues at our new distribution facility in Gallaway Tennessee which impacted some of our Home Outdoor segment s small retail customer and direct to consumer orders As a result our sales during the first quarter of fiscal 2025 were adversely impacted due to shipping disruptions and we incurred additional costs and lost efficiency during both the first and second quarters of fiscal 2025 as we worked to remediate the issues As a result of the remediation efforts performed the automation system began to operate as designed during the third quarter of fiscal 2025 and we achieved targeted efficiency levels by the end of fiscal 2025 Any future similar incidents could cause us to fail to deliver products to our retailers in a timely and effective manner which could damage our reputation and brands and result in the loss of customers or reduced orders which could have a material adverse effect on our business operating results and financial condition
Our operating results may be adversely affected by trade barriers exchange controls expropriations and other risks associated with domestic and foreign operations including uncertainty and business interruptions resulting from political changes and events in the U S and abroad and volatility in the global credit and financial markets and economy
The economies of foreign countries important to our operations including countries in Asia EMEA and Latin America could suffer slower economic growth or economic social and or political instability or hyperinflation in the future Our international operations in countries in Asia EMEA and Latin America including manufacturing and sourcing operations and the international operations of our customers are subject to inherent risks which could adversely affect us Additionally there may be uncertainty and business interruptions resulting from political changes and events in the U S and abroad ongoing terrorist activity and other global events The global credit and financial markets continue to experience volatility and disruptions including diminished liquidity and credit availability declines in consumer confidence declines in economic growth and uncertainty about economic stability The financial markets and the global economy may also be adversely affected by the current or anticipated impact of military conflict or other geopolitical events Sanctions imposed by the U S and other countries in response to such conflicts may also adversely impact the financial markets and the global economy and any economic countermeasures by affected countries and others could exacerbate market and economic instability There can be no assurance that further deterioration in credit and financial markets and confidence in economic conditions will not occur
changes in and the burdens and costs of compliance with a variety of U S and foreign laws and regulations including environmental laws occupational health and safety laws tax laws and accounting standards
Should any of these events occur our ability to sell or export our products or repatriate profits could be impaired we could experience a loss of sales and profitability from our domestic or international operations and or we could experience a substantial impairment or loss of assets any of which could materially and adversely affect our business operating results and financial condition
We are subject to risks related to our dependence on the strength of retail economies and may be vulnerable in the event of a prolonged economic downturn including a downturn from the effects of macroeconomic conditions any public health crises or similar conditions
Our business depends on the strength of the retail economies in various parts of the world primarily in North America and to a lesser extent EMEA Asia and Latin America These retail economies are affected for the most part by factors such as consumer demand and the condition of the retail industry which in turn are affected by general economic conditions and specific events such as natural disasters public health crises such as pandemics and epidemics terrorist attacks and political unrest Consumer spending in any geographic region is generally affected by a number of factors including among others local economic conditions government actions inflation interest rates and credit availability energy costs commodity prices unemployment rates higher consumer debt levels reductions in net worth home foreclosures and reductions in home values gasoline prices and consumer confidence all of which are beyond our control Consumer purchases of discretionary items tend to decline during recessionary periods when disposable income is lower and may impact sales of our products Measures imposed or that may be imposed by national state and local authorities in response to any public health crises may have impacts of uncertain severity and duration on domestic and foreign economies The effectiveness of economic stabilization efforts including government payments and loans to affected citizens and industries is uncertain Any sustained economic downturn in the U S or any of the other countries in which we conduct significant business may cause significant readjustments in both the volume and mix of our product sales which could materially and adversely affect our business operating results and financial condition We cannot reasonably estimate the duration and severity of existing macroeconomic conditions which have had and may continue to have a material impact on our business Additionally global issues may affect our business and the global economy including the geopolitical impact of military conflict and any related economic or other sanctions As a result current financial information may not necessarily be indicative of future operating results and our plans to address the impact of macroeconomic trends and global issues may change
Our business is subject to weather conditions the duration and severity of the cold and flu season and other related factors which can cause our operating results to vary from quarter to quarter and year to year
Sales in our Beauty Wellness segment are influenced by weather conditions Sales volumes for thermometers and humidifiers and heating appliances are higher during and subject to the severity of the cold weather months while sales of fans are higher during and subject to weather conditions in spring and summer months Weather conditions can also more broadly impact sales across the organization Additionally natural disasters such as wildfires hurricanes and ice storms public health crises such as pandemics and epidemics or unusually severe winter weather may result in temporary unanticipated fluctuations in retail traffic and consumer demand may impact our ability to staff our distribution facilities or could otherwise impede timely transport and delivery of products to and from our distribution facilities Sales in our Beauty Wellness segment are also impacted by cough cold and flu seasonal trends including the duration and severity of the cold and flu season In fiscal 2025 our Beauty Wellness segment s net sales revenue was adversely impacted by an illness season below historical averages globally These factors could have a material effect on our business operating results and financial condition
The loss of our CEO or any of our key senior officers could have a material adverse effect on our business operating results and financial condition particularly if we are unable to hire and integrate suitable replacements on a timely basis Further as we continue to grow our business we will continue to adjust our senior management team If we are unable to attract or retain the right individuals for the team it could hinder our ability to efficiently execute our business and could disrupt our operations or otherwise have a material adverse effect on our business
We rely on licensed trademarks from third parties and license certain trademarks to third parties in exchange for royalty income the loss of which could have a material adverse effect on our revenues and profitability
A significant portion of our sales revenue comes from selling products under licensed trademarks particularly in the Beauty Wellness segment As a result we are dependent upon the continued use of these trademarks Additionally we license certain owned trademarks to third parties in exchange for royalty income It is possible that certain actions taken by us our licensors licensees or other third parties might greatly diminish the value of any of our licensed trademarks Some of our licensors and licensees also have the ability to terminate their license agreements with us at their option subject to each parties right to continue the license for a limited period of time following notice of termination If we or our licensees were unable to sell products under these licensed trademarks or one or more of our license agreements were terminated or the value of the trademarks were diminished the effect on our business operating results and financial condition could be both negative and material
We may be unsuccessful in executing and realizing expected synergies from strategic business initiatives such as acquisitions divestitures and global restructuring plans including Project Pegasus which may adversely affect the price of our common stock
We continue to look for strategic business opportunities to drive long term growth and operating efficiencies which may include acquisitions divestitures and or global restructuring plans We frequently evaluate our brand portfolio and product portfolio and may consider acquisitions that complement our business or divestitures or exits of businesses that we no longer believe to be an appropriate strategic fit We have initiated and may initiate in the future global restructuring plans such as Project Pegasus to achieve strategic objectives and improve financial results Any acquisition divestiture or global restructuring plan if not favorably received by consumers shareholders analysts and others in the investment community could have a material adverse effect on the price of our common stock
If significant tariffs or other restrictions continue to be placed on imports from China Mexico or Vietnam or any retaliatory trade measures are taken by China Mexico or Vietnam our business and results of operations could be materially and adversely affected
All of our products are manufactured by unaffiliated manufacturers most of which are located in China Mexico Vietnam and the U S This concentration exposes us to risks associated with doing business globally including changes in tariffs Furthermore the new U S presidential administration has promoted and implemented plans to raise tariffs and pursue other trade policies intended to restrict imports As of April 9 2025 the U S has imposed an aggregate additional 145 tariff on imports from China Other recent policy updates include a 25 tariff on imports from Mexico which was subsequently postponed and a 46 tariff on imports from Vietnam and specific tariffs on various U S trading partners which were both subsequently paused for 90 days and replaced with a 10 universal tariff effective April 9 2025 Further China announced a reciprocal 125 tariff on imports from the U S effective April 11 2025 Any alteration of trade agreements and terms between China Mexico Vietnam and the U S including limiting trade with China Mexico and Vietnam imposing additional tariffs on imports from China Mexico or Vietnam and potentially imposing other restrictions on imports from China Mexico or Vietnam to the U S may result in further or higher tariffs or further retaliatory trade measures by China Mexico or Vietnam all of which could have a material adverse effect on our business and operating results
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 could have a material adverse impact on our business
The impact of future legislation in the U S or abroad including such things as employment and health insurance laws environmental and climate change related legislation tax legislation regulations or treaties is always uncertain Global federal and local legislative agendas from time to time contain numerous proposals dealing with environmental policy energy policy taxes financial regulation transportation policy and infrastructure policy among others that if enacted into law could increase our costs of doing business Changes in government administrations in the U S or abroad increase the uncertainty of future changes in legislation enhanced regulations and greater oversight or more stringent interpretations of existing policies by regulatory agencies Changes in such laws regulations or oversight could cause us to incur material capital or operating expenditures in the future to comply with applicable laws and regulations increase our effective income tax rate delay or interrupt distribution of our products or make them more costly to produce all of which could have a material adverse impact on our business
For example the Organisation for Economic Co operation and Development OECD has introduced a framework to implement a global minimum corporate income tax of 15 referred to as Pillar Two Certain countries in which we operate have enacted Pillar Two legislation and continue to modify their rules and guidance often to align with ongoing OECD interpretive guidance on the Model Rules Meanwhile additional countries are in the process of introducing legislation to implement Pillar Two even as the OECD continues to modify its administrative guidance Pillar Two legislation effective for our fiscal 2025 has been incorporated into our financial statements However the extent to which other jurisdictions adopt or enact Pillar Two is uncertain and could increase the cost and complexity of compliance and we expect that it could have a further material adverse affect on our global effective tax rate in fiscal 2026
In response to Pillar Two on May 24 2024 Barbados enacted a domestic corporate income tax rate of 9 effective for our fiscal 2025 We incorporated this corporate income tax into our income tax provision and revalued our existing deferred tax liabilities subject to the Barbados legislation which resulted in a discrete tax charge of 6 0 million during fiscal 2025 Additionally Barbados enacted a domestic minimum top up tax DMTT of 15 which applies to Barbados businesses that are part of multinational enterprise groups with annual revenue of 750 million or more and is effective beginning with our fiscal 2026 Although we currently do not expect the Barbados DMTT to have a material impact to our consolidated financial statements we will continue to monitor and evaluate impacts as further regulatory guidance becomes available
Like Barbados the government of Bermuda enacted a 15 corporate income tax that will become effective for us in fiscal 2026 Although we currently do not expect this Bermuda tax to have a material impact to our consolidated financial statements we will continue to monitor and evaluate impacts as further regulatory guidance becomes available
As additional tax or financial regulatory guidance is issued by the applicable authorities and accounting treatment is clarified we perform additional analysis on the application of the law and we refine our estimates Our final analysis may be different from provisional amounts which could materially affect our tax obligations effective tax rate and operating results in the period completed
Increased focus and expectations on climate change and other sustainability matters could have a material adverse effect on our business financial condition and results of operations and damage our reputation
Increased focus and expectations on sustainability are emerging trends with governmental and non governmental organizations consumers shareholders retail customers communities and other stakeholders These trends have led to among other things increased public and private social accountability reporting requirements relating to labor practices climate change human trafficking and other sustainability matters and greater demands on our packaging and products The increased focus on sustainability matters may also lead to new or more regulations and customer shareholder and consumer demands that could require us to incur additional costs or make changes to our operations to comply with new regulations or address these demands For example we anticipate the reporting requirements under the EU Corporate Sustainability Reporting Directive to be effective for us in fiscal 2029
We expect that these trends will continue If we are unable to adequately respond to or we are not perceived as adequately responding to existing or new requirements or demands customers and consumers may choose to purchase products from another company or a competitor Increased requirements and costs to comply with these requirements such as climate change regulations and international accords may also cause disruptions in or higher costs associated with manufacturing or distributing our products Any failure to achieve our sustainability goals or a perception of our failure to act responsibly or to effectively respond to new or changes in legal or regulatory requirements relating to sustainability matters could adversely affect our business financial condition results of operations and reputation
As a global company we are subject to U S and foreign regulations including environmental health and safety laws and industry specific product certifications Many of the products we sell are subject to product safety laws and regulations in various jurisdictions These laws and regulations specify the maximum allowable levels of certain materials that may be contained in our products provide statutory prohibitions against misbranded and adulterated products establish ingredients and manufacturing procedures for certain products specify product safety testing requirements and set product identification labeling and claim requirements For example thermometers distributed by our Beauty Wellness segment must comply with various regulations governing the production and distribution of medical devices
Significant new regulations material changes to existing regulations or greater oversight enforcement or changes in interpretation of existing regulations could further delay or interrupt distribution of our products in the U S and other countries result in fines or penalties or cause our costs of compliance to increase We cannot guarantee that our products will receive regulatory approval in all countries For example some of our Beauty Wellness segment s customers require that our hair appliances comply with various safety certifications including UL certifications Significant new certification requirements or changes to existing certification requirements could further delay or interrupt distribution of our products or make them more costly to produce
We are not able to predict the nature of potential changes to or enforcement of laws regulations product certification requirements repeals or interpretations Nor are we able to predict the impact that any of these changes would have on our business in the future Further if we were found to be noncompliant with applicable laws and regulations in these or other areas we could be subject to governmental or regulatory actions including fines import detentions injunctions product withdrawals or recalls or asset seizures any of which could have a material adverse effect on our business results of operations and financial condition
Additionally some of our product lines are subject to product identification labeling and claim requirements which are monitored and enforced by regulatory agencies such as the EPA U S Customs and Border Protection the U S Food and Drug Administration and the U S Consumer Product Safety Commission As discussed elsewhere in this Annual Report during fiscal 2022 and 2023 we were in discussions with the EPA regarding the compliance of packaging claims on certain of our products in the air and water filtration categories and a limited subset of humidifier products within the Beauty Wellness segment that are sold in the U S As a result of these packaging compliance discussions we voluntarily implemented a temporary stop shipment action on the impacted products as we worked with the EPA towards an expedient resolution We resumed normalized levels of shipping of the affected inventory during fiscal 2022 and we completed the repackaging and relabeling of our existing inventory of impacted products during fiscal 2023 Additionally as a result of continuing dialogue with the EPA we executed further repackaging and relabeling plans on certain additional humidifier products and certain additional air filtration products which were also completed during fiscal 2023 Ongoing settlement discussions with the EPA related to this matter may result in the imposition of fines or penalties in the future Such potential fines or penalties cannot be reasonably estimated Additional impacts or more pronounced adverse impacts may arise that we are not aware of today As a result our business results of operations and financial condition could be adversely and materially impacted in ways that we are not able to predict today For additional information refer to Item 7 Management s Discussion and Analysis of Financial Condition and Results of Operations including EPA Compliance Costs in this Annual Report
As a global company we are subject to global privacy and data security laws regulations and codes of conduct that apply to our various business units These laws and regulations may be inconsistent across jurisdictions and are subject to evolving and differing interpretations Government regulators privacy advocates and class action attorneys are increasingly scrutinizing how companies collect process use store share and transmit personal data This increased scrutiny may result in new interpretations of existing laws thereby further impacting our business
New and emerging global and local laws on privacy data and related technologies as well as industry self regulatory codes are creating new compliance obligations and expanding the scope of potential liability either jointly or severally with our customers and suppliers While we have invested in readiness to comply with applicable requirements these new and emerging laws regulations and codes may affect our ability to reach current and prospective consumers to respond to consumer requests under such laws such as individual rights of access correction and deletion of their personal information and to implement our business models effectively The costs of compliance or failure to comply with such laws regulations codes of conduct and expectations could have a material adverse impact on our financial condition and results of operations
Under current U S federal income tax law tax treatment of our non U S income is dependent on whether we are classified as a controlled foreign corporation for U S federal income tax purposes Changes in the composition of our stock ownership could have an impact on our classification If our classification were to change it could have a material adverse effect on the largest U S shareholders and in turn on our business
A non U S corporation such as ours will constitute a controlled foreign corporation or CFC for U S federal income tax purposes if its largest U S shareholders together own more than 50 percent of the stock outstanding A U S shareholder is defined as any U S person who owns directly indirectly or constructively 1 10 percent or more of the total combined voting power of all classes of stock or 2 10 percent or more of the total value of shares of all classes of stock If the IRS or a court determined that we were a CFC at any time during the tax year then each of our U S shareholders as defined above would be required to include in gross income for U S federal income tax purposes its pro rata share of our subpart F income and the subpart F income of any of our subsidiaries determined to be a CFC for the period during which we and our non U S subsidiaries were deemed a CFC In addition any gain on the sale of our shares realized by such a shareholder may be treated as ordinary income to the extent of the shareholder s proportionate share of our and our CFC subsidiaries undistributed earnings and profits accumulated during the shareholder s holding period of the shares while we were deemed to be a CFC
Our jurisdiction of organization is Bermuda and one of our subsidiaries is organized in Barbados two of the countries identified in the EU Economic and Financial Affairs Council ECOFIN report issued in December 2017 listing non cooperative tax jurisdictions In response to the ECOFIN report economic substance legislation was enacted in Bermuda and Barbados and ECOFIN subsequently declared that both countries cooperate with the EU and are considered to have implemented all commitments
The economic substance legislation in each of Bermuda and Barbados requires certain entities engaged in relevant activities in that country to maintain a substantial economic presence in the country and to satisfy economic substance requirements The list of relevant activities in the respective statutes includes carrying on as a business any one or more of several enumerated activities such as
headquarters shipping distribution and service center intellectual property and holding entities Any entity that is required to satisfy economic substance requirements must file a declaration with the Bermuda Registrar of Companies and the Ministry of International Business and Industry in Barbados as applicable
Although the local authorities have released some implementing guidelines the impact of the foregoing legislation and developments is unclear including how the requirements will be measured and whether additional or revised requirements may be enacted by Bermuda or Barbados Failure to comply with the economic substance requirements could result in automatic disclosure of relevant information to competent authorities in the relevant EU member state or other jurisdiction in which the Company has its holding entity its ultimate parent entity or an owner or beneficial owner Other sanctions include financial penalties restriction or regulation of business activities and or being struck off as a registered entity in Bermuda or Barbados As a result of a reorganization in the fourth quarter of fiscal 2025 involving the transfer of intangible assets previously held by Helen of Troy Limited Barbados we believe the risks associated with Barbados s economic substance requirements on the Company are minimal However we cannot predict the effect of Bermuda s current or future economic substance requirements on our business which may impact the manner and jurisdictions in which we operate and which could adversely affect our business financial condition or results of operations
Significant judgment is required to determine our effective tax rate and evaluate our tax positions We provide for uncertain tax positions when such tax positions do not meet the recognition thresholds or measurement criteria prescribed by applicable accounting standards Fluctuations in federal state local and foreign taxes or a change to uncertain tax positions including related interest and penalties may impact our effective tax rate and financial results Additionally we are subject to audits in the various taxing jurisdictions in which we conduct business In cases where audits are conducted and issues are raised a number of years may elapse before such issues are finally resolved Unfavorable resolution of any tax matter could increase the effective tax rate which could have an adverse effect on our operating results and cash flow For additional information regarding our taxes see Note 18 to the accompanying consolidated financial statements
We are from time to time involved in various claims litigation matters and regulatory proceedings that arise in the ordinary course of our business and that could have a material adverse effect on us These matters may include personal injury and other tort claims deceptive trade practice disputes intellectual property disputes including the Patent Litigation and ITC Action each as defined below regarding our PUR gravity fed water filtration systems product recalls contract disputes warranty disputes employment and tax matters and other proceedings and litigation including class actions It is not possible to predict the outcome of pending or future litigation As with any litigation it is possible that some of the actions could be decided unfavorably resulting in significant liability and regardless of the ultimate outcome can be costly to defend Our results and our business could also be negatively impacted if one of our brands suffers substantial damage to its reputation due to a significant product recall or other product related litigation and if we are unable to effectively manage real or perceived concerns about the safety quality or efficacy of our products
We also face exposure to product liability and other claims in the event that one of our products is alleged to have resulted in property damage bodily injury or other adverse effects Although we maintain liability insurance in amounts that we believe are reasonable that insurance is in most cases subject to large
self insured retentions for which we are responsible We cannot provide assurance that we will be able to maintain such insurance on acceptable terms if at all in the future or that product liability or other claims will not exceed the amount of insurance coverage or that all such matters would be covered by our insurance As a result these types of claims could have a material adverse effect on our business operating results and financial condition
Significant increases in the costs and availability of raw materials energy and transportation may negatively affect our operating results Our suppliers purchase significant amounts of metals and plastics to manufacture our products In addition they also purchase significant amounts of electricity to supply the energy required in their production processes Global political instabilities and tensions and many other factors may increase fuel prices resulting in higher transportation prices and product costs We are heavily dependent on inbound sea rail and truck freight In the past disruptions in the global supply chain and freight networks increased our cost of goods sold and certain operating expenses and any future disruptions could have a material adverse impact on our costs
The cost of raw materials energy and transportation in the aggregate represents a significant portion of our cost of goods sold and certain operating expenses which we may not be able to pass on to our customers Our operating results could be adversely affected by future increases in these costs Additionally the loss or disruption of essential manufacturing and supply elements such as raw materials or other finished product components restricted transportation or increased freight costs reduced workforce or other manufacturing and distribution disruption could adversely impact our ability to meet our customers needs
A significant portion of our non current assets consists of goodwill and intangible assets recorded as a result of past acquisitions We do not amortize goodwill and indefinite lived intangible assets but rather review them for impairment on an annual basis or more frequently whenever events or changes in circumstances indicate that their carrying value may not be recoverable We review intangible assets with definite lives and long lived assets held and used for impairment if a triggering event occurs during the reporting period We evaluate any long lived assets held for sale quarterly to determine if fair value less cost to sell has changed during the reporting period We record impairment charges to the extent the carrying values of these assets are not recoverable in accordance with the applicable accounting standards
During the second quarter of fiscal 2025 we concluded that a goodwill impairment triggering event had occurred primarily due to a sustained decline in our stock price Additional factors that contributed to this
We considered whether these events and circumstances would affect any other assets and concluded to perform quantitative impairment tests on our indefinite lived trademark licenses and trade names and our definite lived trademark licenses trade names and customer relationships and lists
During the fourth quarter of fiscal 2025 we concluded a goodwill impairment triggering event had occurred due to a continued sustained decline in our stock price resulting in our carrying value excluding long term debt exceeding the Company s total enterprise value market capitalization plus long term debt Additional factors that contributed to this conclusion included downward revisions to our internal forecasts and strategic long term plans These factors were applicable to all of our reporting units and indefinite lived and definite lived trademark licenses and trade names Thus we performed quantitative impairment testing on our goodwill and intangible assets described above As a result of such testing we recorded asset impairment charges of 51 5 million
47 6 million after tax during the fourth quarter of fiscal 2025 to reduce the goodwill and definite lived trade name of our Drybar business which is included within our Beauty Wellness segment Our Drybar business has continued to experience a decline in net sales revenue due to lower consumer demand increased competition and net distribution declines all of which have contributed to reduced earnings and cash flows In connection with our annual budgeting and forecasting process management reduced its forecasts of Drybar s net sales revenue growth gross margin and earnings before interest and taxes which also resulted in management selecting a lower royalty rate For additional information regarding our impairment testing refer to Critical Accounting Policies and Estimates in Item 7 Management s Discussion and Analysis of Financial Condition and Results of Operations and Note 1 and Note 7 to the accompanying consolidated financial statements
Considerable management judgment is necessary in reaching a conclusion regarding the reasonableness of fair value estimates evaluating the most likely impact of a range of possible external conditions considering the resulting operating changes and their impact on estimated future cash flows determining the appropriate discount factors to use and selecting and weighting appropriate comparable market level inputs The recoverability of these non current assets is dependent upon achievement of our projections and the continued execution of key initiatives related to revenue growth and profitability The net sales revenue and profitability growth rates used in our projections are management s estimate of the most likely results over time given a wide range of potential outcomes The assumptions and estimates used in our impairment testing involve significant elements of subjective judgment and analysis by our management Some of the inherent estimates and assumptions used in determining the fair value of these non current assets are outside of the control of management including interest rates cost of capital tax rates strength of retail economies and industry growth Certain future events and circumstances including deterioration of retail economic conditions higher cost of capital a decline in actual and expected consumer demand among others could result in changes to these assumptions and judgements While we believe that the estimates and assumptions we use are reasonable at the time made changes in business conditions or other unanticipated events and circumstances may occur that cause actual results to differ materially from projected results and this could potentially require future adjustments to our asset valuations and recognition of additional impairment charges
Events and changes in circumstances that may indicate there is impairment and which may indicate interim impairment testing is necessary include but are not limited to strategic decisions to exit a business or dispose of an asset made in response to changes in economic political and competitive conditions the impact of the economic environment on our customer base and on broad market conditions that drive valuation considerations by market participants a sustained decline in our stock price our internal expectations with regard to future revenue growth operating results and the assumptions we make when performing our impairment reviews a significant decrease in the market price of our assets a significant adverse change in the extent or manner in which our assets are used a significant adverse change in legal factors or the business climate that could affect our assets an accumulation of costs significantly in excess of the amount originally expected for the acquisition of an asset and significant changes in the cash flows associated with an asset As a result of such circumstances we may be required to revise certain accounting estimates and judgments related to the
valuation of goodwill indefinite lived and definite lived intangible assets and other long lived assets which could result in additional material impairment charges Any such impairment charges could have a material adverse effect on our results of operations
The U S Dollar is the functional currency for the Company and all of its subsidiaries Changes in the relation of other foreign currencies to the U S Dollar will affect our sales and profitability and can result in exchange losses because we have operations and assets located outside the U S We transact a portion of our international business in currencies other than the U S Dollar foreign currencies Such transactions include sales and operating expenses As a result portions of our cash accounts receivable and accounts payable are denominated in foreign currencies Accordingly foreign operations will continue to expose us to foreign currency exchange rate fluctuations which may result in the recognition of foreign exchange losses upon remeasurement to U S Dollars Additionally we purchase a substantial amount of our products from Chinese manufacturers in U S Dollars who source a significant portion of their labor and raw materials in Chinese Renminbi The Chinese Renminbi has fluctuated against the U S Dollar in recent years During fiscal 2025 the average exchange rate of the Chinese Renminbi weakened against the U S dollar by approximately 1 compared to the average rate during fiscal 2024 Chinese Renminbi currency fluctuations have the potential to add volatility to our product costs over time
Where operating conditions permit we seek to reduce foreign currency risk by purchasing most of our inventory with U S Dollars and by converting cash balances denominated in foreign currencies to U S Dollars We use derivative financial instruments including forward contracts to mitigate certain foreign currency exchange rate risk inherent in our transactions denominated in foreign currencies It is not practical for us to mitigate all our exposures nor are we able to accurately project the possible effect of foreign currency remeasurement on our operating results or future net income due to our constantly changing exposure to various foreign currencies difficulty in predicting fluctuations in foreign currency exchange rates relative to the U S Dollar and the significant number of currencies involved
We need sufficient sources of liquidity to fund our working capital requirements service our outstanding indebtedness and finance business opportunities Without sufficient liquidity we could be forced to curtail our operations or we may not be able to pursue business opportunities The principal sources of our liquidity are funds generated from operating activities available cash and borrowings under our credit facility If our sources of liquidity do not satisfy our requirements we may need to seek additional financing The future availability of financing will depend on a variety of factors such as economic and market conditions the reaction by banks and financial institutions to a public health crisis such as pandemics and epidemics the regulatory environment for banks and other financial institutions the availability of credit and our reputation with potential lenders Further disruptions in national and international credit markets including adverse developments impacting the financial services industry such as the recent bank closures and investor concerns regarding the U S or international financial systems could result in limitations on credit availability tighter lending standards higher interest rates on consumer and business loans and higher fees associated with obtaining and maintaining credit availability Disruptions may also materially limit consumer credit availability and restrict credit availability to us and our customer base In addition in the event of disruptions in the financial markets current or
future lenders may become unwilling or unable to continue to advance funds under any agreements in place increase their commitments under existing credit arrangements or enter into new financing arrangements The Federal Open Market Committee lowered the benchmark interest rate by 100 basis points during fiscal 2025 compared to an increase of 75 basis points and 450 basis points during fiscal years 2024 and 2023 respectively If interest rates increase and adverse economic changes occur our access to credit on favorable interest rate terms may be impacted In an economic downturn we may also be unable to raise capital through debt or equity financings on terms acceptable to us or at all Additionally in challenging and uncertain economic environments we cannot predict when macroeconomic uncertainty may arise whether or when such circumstances may improve or worsen or what impact such circumstances could have on our business and our liquidity requirements These factors could materially adversely affect our liquidity costs of borrowing and our ability to pursue business opportunities or grow our business and threaten our ability to meet our obligations as they become due In addition covenants in our debt agreement could restrict or delay our ability to obtain additional financing potentially limiting our ability to adjust to rapidly changing market conditions or respond to business opportunities or in the event of a failure to comply with such covenants could result in an event of default which if not cured or waived could have a material adverse effect on us We may also assume or incur additional debt including secured debt in the future in connection with or to fund future acquisitions or for other operating needs
In addition our variable rate debt and related interest rate swaps use the Secured Overnight Financing Rate SOFR a rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York or a successor administrator of the secured overnight financing rate as a benchmark for establishing interest rates SOFR is a backward looking measure calculated based on short term repurchase agreements backed by U S Treasury securities As such if interest rates were to increase our debt service obligations on variable rate debt subject to SOFR would increase which could negatively impact our net income cash flows and financial condition
SOFR began in April 2018 and it therefore has a limited history The future performance of SOFR may be difficult to predict accurately because of limited historical performance data Prior observed patterns if any in the behavior of market variables and their relation to SOFR such as correlations may change in the future In addition the administrator of SOFR may make methodological or other changes that could change the value of SOFR Uncertainty as to SOFR or changes to SOFR will affect the interest rates of our financial instruments linked to SOFR
Furthermore the composition and characteristics of SOFR are not the same as those of LIBOR which was previously used as a benchmark for our variable rate debt and which was a forward looking measure based on bank estimates of borrowing costs As a result of these and other differences there can be no assurance that SOFR will perform in the same way as LIBOR would have at any time and there is no guarantee that it is a comparable substitute for LIBOR
From time to time we may provide financial projections to our shareholders lenders investment community and other stakeholders of our future sales and net income Since we do not require long term purchase commitments from our major customers and the customer order and ship process is very short it is difficult for us to accurately predict the demand for many of our products or the amount and timing of our future sales related net income and cash flows
Our projections are based on management s best estimate of sales using historical sales data and other relevant information available at the time These projections are highly subjective since sales to our customers can fluctuate substantially based on the demand of their retail consumers and related ordering patterns as well as other risks described in this Annual Report Additionally changes in consumer
demand retailer inventory management strategies transportation lead times supplier capacity and raw material availability could make our inventory management and sales forecasting more difficult Due to these factors our future sales and net income could vary materially from our projections
We are dependent on discretionary spending which is affected by among other things economic and political conditions consumer confidence interest inflation and tax rates a public health crisis such as pandemics and epidemics and financial and housing markets which are all outside of our control Consequently these and other potential impacts we are not currently aware of could also cause future sales and net income to vary materially from our projections
The Company relies on electronic information systems networks and technologies to conduct and support its operations and other functions and activities within the Company We rely on commercially available systems software tools third party service providers and monitoring to provide security for processing transmission and storage of confidential information and data We have an enterprise grade information security management program designed to identify protect detect and respond to and manage reasonably foreseeable material cybersecurity threats To protect our information systems from cybersecurity threats we use various security tools that help prevent identify escalate investigate remediate respond and recover from identified vulnerabilities and cybersecurity incidents
As part of the Company s cybersecurity risk management program we follow the NIST Cybersecurity Framework CSF to assess identify and manage risks that arise from cybersecurity threats The CSF is closely tied to the Company s enterprise risk management processes to identify and document cybersecurity threats and prioritize responses Included in the CSF process is the identification and assessment of cybersecurity risks to systems assets data and resources The Company also has a vulnerability management process in place This vulnerability management process helps us to detect and identify threats and vulnerabilities and once identified to remediate respond and recover In addition our cybersecurity team subscribes to expert and industry standard security feeds and reports which we use to identify new risks and new vulnerabilities in different systems and infrastructures Our cybersecurity risk management program also includes cybersecurity awareness training for our associates and an incident response team IRT
The Company engages third party service providers to be able to perform 24 7 proactive monitoring correlation and triage of logs and activity throughout our systems networks and infrastructures These processes are performed by cybersecurity service providers as well as automated detection These processes include detection and response as well as vulnerability management and remediation The Company also has a vendor risk management process to assess risks related to technology third party service providers where we initially assess their cybersecurity posture upon engaging their services We annually review these vendors to update our risk assessment and to monitor for any changes that could present additional risks
We also maintain a cyber incident response plan IRP with the objective of 1 providing a structured and systematic incident response process for cybersecurity threats that affect any of our electronic information systems and networks 2 timely and effectively identifying resolving and communicating
If a cybersecurity incident occurs under the IRP the information security coordinator or a designee is required to notify as necessary and applicable the IRT and senior executives and organizational leadership including our Chief Legal Officer our business partners or service providers and other authorities Our Chief Legal Officer working with senior executives is required under the IRP as appropriate to notify the Audit Committee of any cybersecurity incident As discussed below the Audit Committee of our Board of Directors oversees risk management relating to cybersecurity
We and our third party service providers have experienced and expect to continue to experience actual or attempted cyber attacks of our information systems and networks We do not believe we have experienced any material system security breach that to date has had a material impact on our operations or financial condition However if any such event whether actual or perceived were to occur it could have a material adverse effect on our business operating results and financial condition For more information regarding the risks we face from cybersecurity threats see Item 1A Risk Factors
Cybersecurity is an important part of our enterprise risk management processes and an area of focus for our Board of Directors and management The Company has a dedicated role in the Director of Cybersecurity and IT Compliance who reports to our Senior Vice President of Information Technology SVP IT Our current SVP IT has significant experience in information technology across a variety of industries including consumer goods automotive manufacturing and outsourcing Our current SVP IT and Director of Cybersecurity and IT Compliance also have experience in cybersecurity information security policy architecture engineering and incident response The SVP IT works with other functions within the Company to implement controls procedures and practices to help minimize the Company s risks as well as to introduce security by design Our SVP IT provides regular updates on cybersecurity matters to our senior management
The Audit Committee assists the Board of Directors in its oversight of risks related to cybersecurity and directly oversees risk management relating to cybersecurity The Audit Committee is also responsible for assessing the steps management has taken to monitor and control these risks and exposures and evaluating guidelines and policies with respect to our risk assessment and risk management Our Chief Legal Officer working with the SVP IT and other senior management is responsible for determining and coordinating reports and updates to the Audit Committee or the Board of Directors or as requested by the Audit Committee or the Board of Directors The Audit Committee reviews our cybersecurity program with management and reports to the Board of Directors with respect to and its review of the program Cybersecurity reviews by the Audit Committee generally occur at least annually or more frequently as determined to be necessary or advisable The Board of Directors receives an update on the Company s risk management processes and the risk trends related to cybersecurity at least annually
As of February 28 2025 we own lease or otherwise utilize through third party management service agreements various properties worldwide for sales procurement research and development administrative and distribution facilities We lease our U S headquarters which is located in El Paso Texas and we own three main distribution facilities two of which are located in Southaven and Olive Branch Mississippi We completed the construction in March 2023 of our third main distribution facility in Gallaway Tennessee which became operational during the first quarter of fiscal 2024 Our distribution facilities in Gallaway Tennessee and Southaven Mississippi currently service our Home Outdoor segment and Beauty Wellness segment respectively Our distribution facility in Olive Branch Mississippi currently services both of our segments We believe our facilities are adequate to conduct our business See Note 4 to the accompanying consolidated financial statements for additional information
We are involved in various legal claims and proceedings in the normal course of operations We believe the outcome of these matters will not have a material adverse effect on our consolidated financial position results of operations or liquidity except as described below
On December 23 2021 Brita LP filed a complaint against Kaz USA Inc and Helen of Troy Limited in the United States District Court for the Western District of Texas the Patent Litigation alleging patent infringement by the Company relating to its PUR gravity fed water filtration systems
In the Patent Litigation Brita LP seeks monetary damages and injunctive relief relating to the alleged infringement Brita LP simultaneously filed a complaint with the United States International Trade Commission ITC against Kaz USA Inc Helen of Troy Limited and five other unrelated companies that sell water filtration systems the ITC Action The complaint in the ITC Action also alleged patent infringement by the Company with respect to a limited set of PUR gravity fed water filtration systems In the ITC Action Brita LP requested the ITC to initiate an unfair import investigation relating to such filtration systems This action sought injunctive relief to prevent entry of certain accused PUR products and certain other products into the U S and cessation of marketing and sales of existing inventory that is already in the U S
On January 25 2022 the ITC instituted the investigation requested by the ITC Action Discovery closed in the ITC Action in May 2022 and approximately half of the originally identified PUR gravity fed water filters were removed from the case and are no longer included in the ITC Action In August 2022 the parties participated in the evidentiary hearing with additional supplemental hearings in October 2022 On February 28 2023 the ITC issued an Initial Determination in the ITC Action tentatively ruling against the Company and the other unrelated respondents The ITC has a guaranteed review process and thus all respondents including the Company filed a petition with the ITC for a full review of the Initial Determination On September 19 2023 the ITC issued its Final Determination in the Company s favor The ITC determined there was no violation by the Company and terminated the investigation Brita LP is appealing the ITC s decision to the Federal Circuit CAFC Appeal and filed its Notice of Appeal on October 24 2023 The Company intervened in the CAFC Appeal but as of the filing date of this Form 10 K oral argument has not been scheduled The Patent Litigation remains stayed for the time being We cannot predict the outcome of these legal proceedings the amount or range of any potential loss when the proceedings will be resolved or customer acceptance of any replacement water filter Litigation is inherently unpredictable and the resolution or disposition of these proceedings could if adversely determined have a material and adverse impact on our financial position and results of operations
During fiscal 2022 and 2023 we were in discussions with the EPA regarding the compliance of packaging claims on certain of our products in the air and water filtration categories and a limited subset of
humidifier products within the Beauty Wellness segment that are sold in the U S The EPA did not raise any product quality safety or performance issues As a result of these packaging compliance discussions we voluntarily implemented a temporary stop shipment action on the impacted products as we worked with the EPA towards an expedient resolution We resumed normalized levels of shipping of the affected inventory during fiscal 2022 and we completed the repackaging and relabeling of our existing inventory of impacted products during fiscal 2023 Additionally as a result of continuing dialogue with the EPA we executed further repackaging and relabeling plans on certain additional humidifier products and certain additional air filtration products which were also completed during fiscal 2023 Ongoing settlement discussions with the EPA related to this matter may result in the imposition of fines or penalties in the future Such potential fines or penalties cannot be reasonably estimated
Our common stock is our only class of equity security outstanding at February 28 2025 As of April 17 2025 there were 99 holders of record of our common stock A substantially greater number of holders of our common stock are street name or beneficial holders whose shares are held of record by banks brokers and other financial institutions
Our current policy is to retain earnings to provide funds for the operation and expansion of our business common stock repurchases and for potential acquisitions We have not paid any cash dividends on our common stock since inception Any change in dividend policy will depend upon future conditions including earnings and financial condition general business conditions any applicable contractual limitations and other factors deemed relevant by our Board of Directors
In August 2024 our Board of Directors authorized the repurchase of up to 500 million of our outstanding common stock The authorization became effective August 20 2024 for a period of three years and replaced our former repurchase authorization of which approximately 245 3 million remained These repurchases may include open market purchases privately negotiated transactions block trades accelerated stock repurchase transactions or any combination of such methods The number of shares purchased and the timing of the purchases will depend on a number of factors including share price trading volume and general market conditions working capital requirements general business conditions financial conditions any applicable contractual limitations and other factors including alternative investment opportunities See Note 10 to the accompanying consolidated financial statements for additional information
Our current equity based compensation plans include provisions that allow for the net exercise of share settled awards by all plan participants In a net exercise any required payroll taxes federal withholding taxes and exercise price of the shares due from the option or other share based award holders are settled by having the holder tender back to us a number of shares at fair value equal to the amounts due Net exercises are treated as purchases and retirements of shares
The number of shares includes shares of common stock acquired from associates who tendered shares to i satisfy the tax withholding on equity awards as part of our long term incentive plans or ii satisfy the exercise price on stock option exercises For the periods presented there were no common stock open market repurchases
Reflects the remaining dollar value of shares that could be purchased under our current stock repurchase authorization through the expiration or termination of the plan For additional information see Note 10 to the accompanying consolidated financial statements
The graph below compares the cumulative total return of our Company to the NASDAQ Composite Index and a Peer Group Index assuming 100 was invested on February 29 2020 The Peer Group Index is the Dow Jones U S Personal Products Index The comparisons in this table are required by the SEC and are not intended to forecast or be indicative of the possible future performance of our common stock
The Performance Graph shall not be deemed to be soliciting material or to be filed with the SEC or subject to the liabilities of Section 18 under the Exchange Act In addition it shall not be deemed incorporated by reference by any statement that incorporates this Annual Report by reference into any filing under the Securities Act of 1933 or the Exchange Act except to the extent that we specifically incorporate this information by reference
This Management s Discussion and Analysis of Financial Condition and Results of Operations MD A should be read in conjunction with the other sections of this Annual Report including Item 1 Business and Item 8 Financial Statements and Supplementary Data The various sections of this MD A contain a number of forward looking statements all of which are based on our current expectations Actual results may differ materially due to a number of factors including those discussed in Item 1A Risk Factors and in the section entitled Information Regarding Forward Looking Statements following this MD A and in Item 7A Quantitative and Qualitative Disclosures About Market Risk
Management uses the following key financial measures some of which are non GAAP as further described below net sales revenue organic business sales revenue adjusted operating margin and adjusted diluted EPS Management uses these measures to evaluate historical performance on a comparable basis predict future performance and benchmark our performance against our competitors We believe these measures provide management and investors with important information that is useful in understanding our business results and trends
This MD A including the tables under the headings Operating Income Operating Margin Adjusted Operating Income non GAAP and Adjusted Operating Margin non GAAP by Segment and Net Income Diluted EPS Adjusted Income non GAAP and Adjusted Diluted EPS non GAAP reports operating income operating margin net income and diluted earnings per share EPS without the impact of acquisition related expenses asset impairment charges a discrete tax charge to revalue existing deferred tax liabilities due to Barbados enacting domestic corporate income tax legislation Barbados tax reform a charge for uncollectible receivables due to the bankruptcy of Bed Bath Beyond Bed Bath Beyond bankruptcy gain on sale of distribution and office facilities a transitional income tax benefit resulting from the recognition of a deferred tax asset in connection with the reorganization of our intangible assets intangible asset reorganization restructuring charges amortization of intangible assets and non cash share based compensation for the periods presented as applicable These measures may be considered non GAAP financial measures as defined by SEC Regulation G Rule 100 The tables reconcile these measures to their corresponding GAAP based financial measures presented in our consolidated statements of income We believe that adjusted operating income adjusted operating margin adjusted income and adjusted diluted EPS provide useful information to management and investors regarding financial and business trends relating to our financial condition and results of operations We believe that these non GAAP financial measures in combination with our financial results calculated in accordance with GAAP provide investors with additional perspective regarding the impact of such charges and benefits on applicable income margin and earnings per share measures We also believe that these non GAAP measures reflect the operating performance of our business and facilitate a more direct comparison of our performance to our competitors The material limitation associated with the use of the non GAAP financial measures is that the non GAAP measures do not reflect the full economic impact of our activities Our adjusted operating income adjusted operating margin adjusted income and adjusted diluted EPS are not prepared in accordance with GAAP are not an alternative to GAAP financial 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 These non GAAP financial measures are discussed further and reconciled to their applicable GAAP based financial measures contained in this MD A beginning on page 51
We are a leading global consumer products company offering creative products and solutions for our customers through a diversified portfolio of brands Our portfolio of brands includes OXO Hydro Flask Osprey Vicks Braun Honeywell PUR Hot Tools Drybar Curlsmith Revlon and Olive June among others We have built leading market positions through new product innovation product quality and competitive pricing As of February 28 2025 we operated two reportable segments Home Outdoor and Beauty Wellness
Fiscal 2020 began Phase II of our transformation which was designed to drive the next five years of progress Fiscal 2024 concluded Phase II of our transformation strategy which produced net sales growth and gross profit margin expansion We expanded our portfolio of leading brands and international footprint with the acquisitions of Drybar Osprey and Curlsmith We completed the divestiture of our Personal Care business and extended our Revlon trademark license for a period of up to 100 years We strategically and effectively deployed capital to construct our new distribution facility in Gallaway Tennessee repurchased shares of our common stock and repaid amounts outstanding under our long term debt agreement We began publishing an annual Sustainability Report to provide transparency into our strategy and performance During Phase II we also initiated Project Pegasus which included the creation of a North America RMO responsible for sales and go to market strategies for all categories and channels in the U S and Canada and further centralization of certain functions under shared services particularly in operations and finance to better support our business segments and RMOs
Project Pegasus is a global restructuring plan intended to expand operating margins through initiatives designed to improve efficiency and effectiveness and reduce costs Project Pegasus includes initiatives to further optimize our brand portfolio streamline and simplify the organization accelerate and amplify cost of goods savings projects enhance the efficiency of our supply chain network optimize our indirect spending and improve our cash flow and working capital as well as other activities These initiatives have created operating efficiencies as well as provided a platform to fund future growth investments During fiscal 2025 2024 and 2023 we incurred 14 8 million 18 7 million and 27 4 million respectively of pre tax restructuring costs in connection with Project Pegasus which were recorded as Restructuring charges in the consolidated statements of income See further discussion below within Significant Trends Impacting the Business under Project Pegasus and Note 11 to the accompanying consolidated financial statements
Fiscal 2025 began our Elevate for Growth Strategy which provides our strategic roadmap through fiscal 2030 The long term objectives of Elevate for Growth include continued organic sales growth further margin expansion and accretive capital deployment through strategic acquisitions share repurchases and capital structure management The Elevate for Growth Strategy includes an enhanced portfolio management strategy to invest in our brands and grow internationally based upon defined criteria with an emphasis on brand building new product introductions and expanded distribution We are continuing to execute our initiatives under Project Pegasus which we expect to generate incremental fuel to invest in our brand portfolio and new capabilities We intend to further leverage our operational scale and assets including our new state of the art distribution center improved go to market structure with our North America RMO and our expanded shared services capabilities Additionally we are committed to advancing our sustainability efforts as a core component of our Elevate for Growth Strategy designing products that meet consumer expectations for quality durability and responsible production while strengthening trust in our brands and enhancing their competitiveness in global markets During fiscal 2025 we completed the geographic consolidation of our Beauty Wellness businesses created an integrated marketing center of excellence led by our Global Chief Marketing Officer that embraces next level data analytics and consumer insight capabilities and further integrated our supply chain and finance functions within our shared services
During the second quarter of fiscal 2025 we concluded that a goodwill impairment triggering event had occurred We performed quantitative impairment testing on our goodwill and certain intangible assets
and determined none were impaired During the fourth quarter of fiscal 2025 we concluded a goodwill impairment triggering event had occurred Thus we performed quantitative impairment testing on our goodwill and certain intangible assets As a result of such testing we recorded asset impairment charges of 51 5 million
47 6 million after tax during the fourth quarter of fiscal 2025 to reduce the goodwill and definite lived trade name of our Drybar business which is included within our Beauty Wellness segment We did not incur any asset impairment charges during fiscal 2024 and 2023 For additional information regarding the testing and analysis performed refer to Critical Accounting Policies and Estimates in this Item 7 Management s Discussion and Analysis of Financial Condition and Results of Operations
On December 16 2024 we completed the acquisition of Olive June an innovative omni channel nail care brand Olive June products deliver a salon quality experience at home and include nail polish press on nails manicure and pedicure systems grooming tools and nail care essentials The Olive June brand and products were added to the Beauty Wellness segment The total purchase consideration consists of initial cash consideration of 229 4 million net of cash acquired which included a preliminary net working capital adjustment and is subject to certain customary closing adjustments and contingent cash consideration of up to 15 0 million subject to Olive June s performance during calendar years 2025 2026 and 2027 payable annually The acquisition of Olive June complements and broadens our existing Beauty portfolio beyond the hair care category and advances our Elevate for Growth Strategy to deploy accretive capital that leverages our capabilities and scale to accelerate growth further expand margins and drive greater earnings growth and free cash flow conversion We incurred pre tax acquisition related expenses of 3 0 million during fiscal 2025 which were recognized in SG A within our consolidated statement of income
On September 28 2023 we completed the sale of our distribution and office facilities in El Paso Texas for a sales price of 50 6 million less transaction costs of 1 1 million Concurrently we entered into an agreement to leaseback the office facilities for a period of up to 18 months substantially rent free which we estimated to have a fair value of approximately 1 9 million The transaction qualified for sales recognition under the sale leaseback accounting requirements Accordingly we increased the sales price by the 1 9 million of prepaid rent and recognized a gain on the sale of 34 2 million within SG A during fiscal 2024 of which 18 0 million and 16 2 million was recognized by our Beauty Wellness and Home Outdoor segments respectively The related property and equipment totaling 17 2 million net of accumulated depreciation of 36 8 million was derecognized from the consolidated balance sheet and at lease commencement we recorded an operating lease asset which includes the imputed rent payments described above and an operating lease liability We used the proceeds from the sale to repay amounts outstanding under our long term debt agreement
As discussed above during fiscal 2023 we initiated Project Pegasus which includes initiatives to further optimize our brand portfolio streamline and simplify the organization accelerate and amplify cost of goods savings projects enhance the efficiency of our supply chain network optimize our indirect spending and improve our cash flow and working capital as well as other activities These initiatives have created operating efficiencies as well as provided a platform to fund growth investments
During the fourth quarter of fiscal 2023 we made changes to the structure of our organization which resulted in our previous Health Wellness and Beauty operating segments being combined into a single reportable segment As part of our initiative focused on streamlining and simplifying the organization we made further changes to the structure of our organization which included the creation of a North America RMO responsible for sales and go to market strategies for all categories and channels in the U S and Canada and further centralization of certain functions under shared services particularly in operations and finance to better support our business segments and RMOs This new structure reduced the size of
our global workforce by approximately 10 We believe that these changes better focus business segment resources on brand development consumer centric innovation and marketing the RMOs on sales and go to market strategies and shared services on their respective areas of expertise while also creating a more efficient and effective organizational structure
During the second quarter of fiscal 2024 we announced plans to geographically consolidate the U S Beauty business located in El Paso Texas and Irvine California and co locate it with our Wellness business in the Boston Massachusetts area This geographic consolidation and relocation aligns with our initiative to streamline and simplify the organization and was completed during the third quarter of fiscal 2025 We expect these changes to enable a greater opportunity to capture synergies and enhance collaboration and innovation within the Beauty Wellness segment
During the fourth quarter of fiscal 2025 we completed Project Pegasus which resulted in total pre tax restructuring charges of 60 9 million of which 18 7 million were recognized in Home Outdoor and 42 2 million in Beauty Wellness Total pre tax restructuring charges were slightly above the high end of our range previously disclosed of 55 million primarily due to incurring higher severance and employee related costs but well below our original expectations of 85 million to 95 million when the project was initiated Pre tax restructuring charges represented primarily cash expenditures and were substantially paid by the end of fiscal 2025 with a remaining liability of
Estimated cadence of the recognition of the savings will be approximately 25 and 35 in fiscal 2024 and 2025 respectively which were both achieved and approximately 25 and 15 in fiscal 2026 and 2027 respectively
During fiscal 2025 our gross margin and operating margins were favorably impacted by lower commodity and product costs driven by our cost of goods savings projects During fiscal 2024 our gross margin and operating margins were favorably impacted by our SKU rationalization efforts in Beauty Wellness and lower commodity costs in Home Outdoor driven by our cost of goods savings projects In addition during fiscal 2024 we had lower personnel costs as a result of our Project Pegasus role reductions however they were offset by higher annual incentive compensation expense annual merit increases and share based compensation expense During fiscal 2023 we implemented plans to reduce inventory levels increase inventory turns and improve cash flow and working capital Improvements related to these initiatives began in the second half of fiscal 2023 and continued during fiscal 2024 enabling us to repay amounts outstanding under our long term debt agreement and reduce our interest expense during fiscal 2024 Expectations regarding our Project Pegasus initiatives and our ability to realize targeted savings are based on management s estimates available at the time and are subject to a number of assumptions that could materially impact our estimates
During fiscal 2025 2024 and 2023 we incurred 14 8 million 18 7 million and 27 4 million of pre tax restructuring costs respectively in connection with Project Pegasus which were recorded as Restructuring charges in the consolidated statements of income We made total cash restructuring payments of 11 9 million 18 7 million and 20 8 million during fiscal 2025 2024 and 2023 respectively and had a remaining liability of 7 7 million as of February 28 2025 See Note 11 to the accompanying consolidated financial statements for additional information
On December 23 2021 Brita LP filed the Patent Litigation alleging patent infringement by the Company relating to its PUR gravity fed water filtration systems Brita LP simultaneously filed the ITC Action against Kaz USA Inc Helen of Troy Limited and five other unrelated companies that sell water filtration systems The complaint in the ITC Action also alleged patent infringement by the Company with respect to a limited set of PUR gravity fed water filtration systems This action sought injunctive relief to prevent entry of certain accused PUR products and certain other products into the U S and cessation of marketing and sales of existing inventory that is already in the U S On February 28 2023 the ITC issued an Initial Determination in the ITC Action tentatively ruling against the Company and the other unrelated respondents The ITC has a guaranteed review process and thus all respondents including the Company filed a petition with the ITC for a full review of the Initial Determination On September 19 2023 the ITC issued its Final Determination in the Company s favor The ITC determined there was no violation by the Company and terminated the investigation Brita LP is appealing the ITC s decision to the Federal Circuit and filed its Notice of Appeal on October 24 2023 The Company intervened in the CAFC Appeal but as of the filing date of this Form 10 K oral argument has not been scheduled The Patent Litigation remains stayed for the time being We cannot predict the outcome of these legal proceedings the amount or range of any potential loss when the proceedings will be resolved or customer acceptance of any replacement water filter Litigation is inherently unpredictable and the resolution or disposition of these proceedings could if adversely determined have a material and adverse impact on our financial position and results of operations For additional information regarding the Patent Litigation and the ITC Action see Item 3 Legal Proceedings and Note 12 to the accompanying consolidated financial statements
The Federal Open Market Committee lowered the benchmark interest rate by 100 basis points during fiscal 2025 compared to an increase of 75 basis points and 450 basis points during fiscal 2024 and 2023 respectively As a result during fiscal 2025 we incurred lower average interest rates compared to the prior year During fiscal 2024 and 2023 we incurred higher average interest rates compared to the previous years As of February 28 2025 and February 29 2024 550 million and 500 million of the outstanding principal balance under the Credit Agreement respectively was hedged with interest rate swaps to fix the interest rate we pay While the actual timing and extent of additional future changes in interest rates remains unknown lower average interest rates would reduce interest expense on our outstanding variable rate debt not subject to the interest rate swaps The financial markets the global economy and global supply chain may also be adversely affected by the current or anticipated impact of military conflicts or other geopolitical events High inflation and interest rates have also negatively impacted consumer disposable income credit availability and spending among others which have adversely impacted our business financial condition cash flows and results of operations and may continue to have an adverse impact See further discussion below under Consumer Spending and Changes in Shopping Preferences We expect continued uncertainty in our business and the global economy due to pressure from inflation and consumer confidence both of which may adversely impact our results
Our business depends upon discretionary consumer demand for most of our products and primarily operates within mature and highly developed consumer markets The principal driver of our operating performance is the strength of the U S retail economy Approximately
Among other things high levels of inflation and interest rates may negatively impact consumer disposable income credit availability and spending Consumer purchases of discretionary items including the products that we offer generally decline during recessionary periods or periods of economic uncertainty when disposable income is reduced or when there is a reduction in consumer confidence
Dynamic changes in consumer spending and shopping patterns are also having an impact on retailer inventory levels Our ability to sell to retailers is predicated on their ability to sell to the end consumer During fiscal year 2023 we experienced an adverse impact on orders from retail customers as they aimed to rebalance their inventory levels due to lower consumer demand and shifts in consumer spending patterns We experienced some improvement in replenishment orders from certain retail customers in certain product categories during fiscal 2024 However during fiscal 2025 we experienced reduced replenishment orders from retail customers in line with softer consumer demand and discretionary spending which adversely impacted our sales results of operations and cash flows Additionally during fiscal 2025 we experienced increased competition within our Beauty Wellness segment and in the insulated beverageware category which led to some declines in retail distribution If orders from our retail customers continue to be adversely impacted our sales results of operations and cash flows may continue to be adversely impacted We expect continued uncertainty in our business and the global economy due to inflation changes in consumer spending patterns and increased competition Accordingly our liquidity and financial results could be impacted in ways that we are not able to predict today For additional information on our related material risks see Item 1A Risk Factors
Our concentration of sales reflects the continued evolution of consumer shopping preferences For fiscal 2025 2024 and 2023 our net sales to pure play online retailers and retail customers fulfilling end consumer online orders as well as our own online sales directly to consumers comprised approximately 27 28 and 23 respectively of our total consolidated net sales revenue and decreased approximately 5 5 in fiscal 2025 grew approximately 14 3 in fiscal 2024 and decreased approximately 8 9 in fiscal 2023 over the prior fiscal year periods
With the continued importance of online sales in the retail landscape many brick and mortar retailers are aggressively looking for ways to improve their customer delivery capabilities to be able to meet customer expectations As a result it has become increasingly important for us to leverage our distribution capabilities in order to meet the changing demands of our customers including increasing our online capabilities to support our direct to consumer sales channels and online channel sales by our retail customers To meet these needs we completed the construction of an additional distribution facility in Gallaway Tennessee that became operational during the first quarter of fiscal 2024 During the first quarter of fiscal 2025 we experienced automation system startup issues at the facility which impacted some of our Home Outdoor segment s small retail customer and direct to consumer orders As a result our sales during the first quarter of fiscal 2025 were adversely impacted due to shipping disruptions and we incurred additional costs and lost efficiency during both the first and second quarters of fiscal 2025 as we worked to remediate the issues As a result of the remediation efforts performed the automation system began to operate as designed during the third quarter of fiscal 2025 and we achieved targeted efficiency levels by the end of fiscal 2025
Additionally we have invested in a centralized cloud based e commerce platform which most of our brands are currently utilizing The centralized cloud based e commerce platform enables us to leverage a common system and rapidly deploy new capabilities across all of our brands as well as more easily integrate new brands We believe this platform enhances the customer experience by strengthening the digital presentation and product browsing capabilities and improving the checkout process order delivery and post order customer care
During fiscal 2023 after experiencing a strained global supply chain network and higher inbound freight costs in the prior year as a result of COVID 19 consumer demand slowed in reaction to a highly inflationary economic environment global supply chain capacity improved and freight costs began to recede from their previous peaks While we witnessed declines in inbound freight costs during fiscal 2024 from the higher costs we experienced as a result of COVID 19 and related global supply chain disruptions there was minimal volatility in our inbound freight costs during fiscal 2025 Reemergence of
Some of our product lines are subject to product identification labeling and claim requirements which are monitored and enforced by regulatory agencies such as the EPA U S Customs and Border Protection the U S Food and Drug Administration and the U S Consumer Product Safety Commission
During fiscal 2022 and 2023 we were in discussions with the EPA regarding the compliance of packaging claims on certain of our products in the air and water filtration categories and a limited subset of humidifier products within the Beauty Wellness segment that are sold in the U S The EPA did not raise any product quality safety or performance issues As a result of these packaging compliance discussions we voluntarily implemented a temporary stop shipment action on the impacted products as we worked with the EPA towards an expedient resolution We resumed normalized levels of shipping of the affected inventory during fiscal 2022 and we completed the repackaging and relabeling of our existing inventory of impacted products during fiscal 2023 Additionally as a result of continuing dialogue with the EPA we executed further repackaging and relabeling plans on certain additional humidifier products and certain additional air filtration products which were also completed during fiscal 2023
We recorded charges to cost of goods sold to write off obsolete packaging for the affected products in our inventory on hand and in transit We have also incurred additional compliance costs comprised of obsolete packaging storage and other charges from vendors which were recognized in cost of goods sold and incremental warehouse storage costs and legal fees which were recognized in SG A We refer to these charges as EPA compliance costs throughout this Annual Report During fiscal 2023 we incurred 23 6 million in EPA compliance costs of which 16 9 million and 6 7 million were recognized in cost of goods sold and SG A respectively in our consolidated statement of income The costs recognized in cost of goods sold included a 4 4 million charge to write off the obsolete packaging for the affected additional humidifier products and affected additional air filtration products in our inventory on hand and in transit as of the end of the first quarter of fiscal 2023
In addition we incurred and capitalized into inventory costs to repackage a portion of our existing inventory of the affected products beginning in the second quarter of fiscal 2022 through completion of the repackaging in the third quarter of fiscal 2023
Ongoing settlement discussions with the EPA related to this matter may result in the imposition of fines or penalties in the future Such potential fines or penalties cannot be reasonably estimated See Note 12 to the accompanying consolidated financial statements for additional information and Item 1A Risk Factors in this Annual Report for additional information on our related material risks
Since 2019 the Office of the U S Trade Representative USTR has imposed and in certain cases subsequently reduced or suspended additional tariffs on products imported from China We purchase a high concentration of our products from unaffiliated manufacturers located in China This concentration exposes us to risks associated with doing business globally including changes in tariffs Furthermore the new U S presidential administration has promoted and implemented plans to raise tariffs and pursue other trade policies intended to restrict imports As of April 9 2025 the U S has imposed an aggregate additional 145 tariff on imports from China Other recent policy updates include a 25 tariff on imports from Mexico which was subsequently postponed and a 46 tariff on imports from Vietnam and specific tariffs on various U S trading partners which were both subsequently paused for 90 days and replaced with a universal 10 tariff effective April 9 2025 The U S tariff policies are continuing to evolve As a result our risks and mitigation plans as further described below will also continue to evolve as further developments arise Any alteration of trade agreements and terms between China and the U S including limiting trade with China imposing additional tariffs on imports from China and potentially
imposing other restrictions on imports from China to the U S may result in further or higher tariffs or retaliatory trade measures by China for example China announced a reciprocal 125 tariff on imports from the U S effective April 11 2025 We are in the process of determining our incremental tariff cost exposure in light of continuing changes to tariff policies and the full extent of our potential mitigation plans as well as the associated timing to implement such plans To mitigate our risk of ongoing exposure to tariffs we have initiated significant efforts to diversify our production outside of China into regions where we expect tariffs to be lower and to source the same product in more than one region to the extent it is possible and not cost prohibitive We are also considering other mitigation actions which could include cost reductions from suppliers or price increases to customers on products subject to tariffs
In addition in certain cases we obtained exclusions from tariffs imposed in fiscal years 2019 and 2020 from the USTR on certain products that we import and we further benefited from certain exclusions extended as a result of the COVID 19 pandemic These exclusions expire in May 2025 which will result in higher tariffs assessed on the related products
Due to the nature of our operations we have exposure to the impact of fluctuations in exchange rates from transactions that are denominated in a currency other than our functional currency the U S Dollar Such transactions include sales and operating expenses The most significant currencies affecting our operating results are the
Sales in several of our Beauty Wellness segment categories are highly correlated to the severity of winter weather and cough cold flu incidence In the U S the cough cold flu season historically runs from November through March with peak activity normally in January to March The 2024 2025 and 2023 2024 cough cold flu seasons were below historical averages seen prior to the impact of COVID 19 The 2022 2023 cough cold flu season was above historical averages primarily early in the season as respiratory infections surged in both children and adults and COVID 19 continued to be prevalent
Refer to Item 7 Management s Discussion and Analysis of Financial Condition and Results of Operations in our 2024 Annual Report on Form 10 K filed with the SEC on April 24 2024 for an analysis and discussion of our fiscal year 2024 financial condition and results of operations as compared to fiscal year 2023 which such discussion is hereby incorporated by reference
Fiscal 2025 includes approximately eleven weeks of operating results from Olive June acquired on December 16 2024 For additional information see Note 6 to the accompanying consolidated financial statements
Consolidated operating income decreased 45 2 or 117 8 million to 142 7 million compared to 260 6 million for the same period last year Consolidated operating margin decreased 5 5 percentage points to 7 5 compared to 13 0 for the same period last year Consolidated operating income for fiscal 2025 includes pre tax asset impairment charges of 51 5 million pre tax restructuring charges of 14 8 million related to Project Pegasus and pre tax acquisition related expenses of 3 0 million Consolidated operating income for fiscal 2024 included a pre tax gain on sale of distribution and office facilities of 34 2 million pre tax restructuring charges of 18 7 million related to Project Pegasus and a pre tax Bed Bath Beyond bankruptcy charge of 4 2 million
Consolidated adjusted operating income decreased 16 3 or 49 2 million to 252 3 million compared to 301 5 million for the same period last year Consolidated adjusted operating margin decreased 1 8 percentage points to 13 2 of consolidated net sales revenue compared to 15 0 for the same period last year
On December 16 2024 we completed the acquisition of Olive June Olive June sales are reported in Acquisition for the Beauty Wellness segment in fiscal 2025 and consist of approximately eleven weeks of operating results For additional information see Note 6 to the accompanying consolidated financial statements
In the above table Organic business refers to our net sales revenue associated with product lines or brands after the first twelve months from the date the product line or brand was acquired excluding the
Consolidated net sales revenue decreased 97 4 million or 4 9 to 1 907 7 million compared to 2 005 1 million The decline was driven by a decrease from Organic business of 117 9 million or 5 9 primarily due to
a decline in Beauty Wellness driven by softer consumer demand increased competition and reduced orders from retail customers net distribution declines within Beauty and softness in consecutive illness seasons unfavorably impacting Wellness and
a decline in Home Outdoor primarily due to lower replenishment orders from retail customers softer consumer demand increased competition in the insulated beverageware category and the impact of shipping disruption at our Tennessee distribution facility due to automation startup issues affecting some of the segment s small retail customer and direct to consumer orders during the first quarter of fiscal 2025
The Olive June acquisition contributed 23 0 million or 1 1 to consolidated net sales revenue growth Net sales revenue was unfavorably impacted by net foreign currency fluctuations of approximately 2 5 million or 0 1
the impact of shipping disruption at our Tennessee distribution facility due to automation startup issues affecting some of the segment s small retail customer and direct to consumer orders during the first quarter of fiscal 2025
Net sales revenue decreased 87 3 million or 8 0 to 1 001 3 million compared to 1 088 7 million The decrease was primarily driven by a decrease from Organic business of 108 7 million or 10 0 primarily due to
a decline in sales of hair appliances and prestige hair care products primarily due to softer consumer demand increased competition net distribution declines and shipping disruption from Curlsmith system integration challenges
lower sales of humidifiers and air purifiers primarily driven by reduced replenishment orders from retail customers due to a decline in consumer demand overall softness in consecutive illness seasons and increased competition in air purification
Consolidated gross profit margin increased 0 6 percentage points to 47 9 compared to 47 3 The increase in consolidated gross profit margin was primarily due to favorable inventory obsolescence expense year over year and lower commodity and product costs partly driven by Project Pegasus initiatives
47 6 million after tax to reduce the goodwill and definite lived trade name of our Drybar business which is included within our Beauty Wellness segment For additional information regarding the testing and analysis performed refer to Critical Accounting Policies and Estimates in this Item 7 Management s Discussion and Analysis of Financial Condition and Results of Operations
We incurred 14 8 million of pre tax restructuring costs related primarily to severance and employee related costs professional fees and contract termination costs under Project Pegasus During fiscal 2025 we made total cash restructuring payments of
We incurred 18 7 million of pre tax restructuring costs related primarily to professional fees and severance and employee related costs under Project Pegasus During fiscal 2024 we made total cash restructuring payments of 18 7 million and had a remaining liability of 4 8 million as of February 29 2024
In order to provide a better understanding of the impact of certain items on our operating income the tables that follow report the comparative pre tax impact of acquisition related expenses asset impairment charges Bed Bath Beyond bankruptcy gain on sale of distribution and office facilities restructuring charges amortization of intangible assets and non cash share based compensation as applicable on operating income and operating margin for each segment and in total for the periods presented below Adjusted operating income and adjusted operating margin may be considered non GAAP financial measures as contemplated by SEC Regulation G Rule 100 For additional information regarding management s decision to present this non GAAP financial information see the introduction to this Item 7 Management s Discussion and Analysis of Financial Condition and Results of Operations
Fiscal 2025 includes approximately eleven weeks of operating results from Olive June acquired on December 16 2024 For additional information see Note 6 to the accompanying consolidated financial statements
Consolidated operating income was 142 7 million or 7 5 of net sales revenue compared to 260 6 million or 13 0 of net sales revenue Fiscal 2025 includes pre tax acquisition related expenses of 3 0 million pre tax asset impairment charges of 51 5 million and pre tax restructuring charges of 14 8 million compared to a pre tax Bed Bath Beyond bankruptcy charge of 4 2 million a pre tax gain on sale of distribution and office facilities of 34 2 million and pre tax restructuring charges of 18 7 million in fiscal 2024 The combined effect of these items unfavorably impacted the year over year comparison of consolidated operating margin by a combined 4 2 percentage points The remaining 1 3 percentage point decrease in consolidated operating margin was primarily driven by
Operating income was 119 6 million or 13 2 of segment net sales revenue compared to 142 7 million or 15 6 of segment net sales revenue The 2 4 percentage point decrease in segment operating margin was primarily due to
Operating income was 23 1 million or 2 3 of segment net sales revenue compared to 117 9 million or 10 8 of segment net sales revenue Operating income in fiscal 2025 included 51 5 million of pre tax asset impairment charges The effect of this item unfavorably impacted the year over year comparison of segment operating margin by 5 1 percentage points The remaining 3 4 percentage point decrease in segment operating margin was primarily due to
Interest expense was 51 9 million compared to 53 1 million The decrease in interest expense was primarily due to lower average borrowings outstanding partially offset by a higher average effective interest rate inclusive of the impact of our interest rate swaps compared to the prior year
The period over period comparison of our effective tax rate is often impacted by the mix of income in our various tax jurisdictions Due to our organization in Bermuda and the ownership structure of our foreign subsidiaries many of which are not owned directly or indirectly by a U S parent company an immaterial amount of our foreign income is subject to U S taxation on a permanent basis under current law Additionally our intangible assets are largely owned by our foreign affiliates resulting in proportionally higher earnings in jurisdictions with lower statutory tax rates which historically had the effect of decreasing our overall effective tax rate
The OECD has introduced a framework to implement a global minimum corporate income tax of 15 referred to as Pillar Two Certain countries in which we operate have enacted Pillar Two legislation and continue to modify their rules and guidance often to align with ongoing OECD interpretive guidance on the Model Rules Meanwhile additional countries are in the process of introducing legislation to implement Pillar Two even as the OECD continues to modify its administrative guidance Pillar Two legislation effective for our fiscal 2025 has been incorporated into our financial statements However the extent to which other jurisdictions adopt or enact Pillar Two is uncertain and could increase the cost and complexity of compliance and we expect that it could have a further material adverse affect on our global effective tax rate in fiscal 2026
In response to Pillar Two on May 24 2024 Barbados enacted a domestic corporate income tax rate of 9 effective for our fiscal 2025 We incorporated this corporate income tax into our income tax provision and revalued our existing deferred tax liabilities subject to the Barbados legislation which resulted in a
discrete tax charge of 6 0 million during fiscal 2025 Additionally Barbados enacted a DMTT of 15 which applies to Barbados businesses that are part of multinational enterprise groups with annual revenue of 750 million or more and is effective beginning with our fiscal 2026 Although we currently do not expect the Barbados DMTT to have a material impact to our consolidated financial statements we will continue to monitor and evaluate impacts as further regulatory guidance becomes available
Like Barbados the government of Bermuda enacted a 15 corporate income tax that will become effective for us in fiscal 2026 The Bermuda corporate income tax allows for a beginning net operating loss balance related to the five years preceding the effective date Accordingly during fiscal 2024 we recorded a deferred tax asset of 9 3 million for the Bermuda net operating losses generated from fiscal 2021 through 2024 with an offsetting valuation allowance of 9 3 million Although we currently do not expect this Bermuda tax to have a material impact to our consolidated financial statements we will continue to monitor and evaluate impacts as further regulatory guidance becomes available
In the fourth quarter of fiscal 2025 we implemented a reorganization involving the transfer of intangible assets previously held by Helen of Troy Limited Barbados The reorganization resulted in the consolidation of the ownership of intangible assets supporting streamlined internal licensing and centralized management of the intangible assets As a result of the reorganization additional intangible assets are now owned by our subsidiary in Switzerland Further the reorganization resulted in a transitional income tax benefit of 64 6 million from the recognition of a deferred tax asset partially offset by taxes associated with the transfer
Fiscal 2025 income tax benefit as a percentage of income before income tax was 35 0 compared to income tax expense of 19 3 for fiscal 2024 primarily due to the transitional tax benefit resulting from the intangible asset reorganization a tax benefit related to a resolution of an uncertain tax position the comparative impact of tax expense recognized in the prior year for the gain on the sale of the El Paso facility partially offset by the Barbados tax legislation described above including a discrete tax charge of 6 0 million during fiscal 2025 to revalue deferred tax liabilities and shifts in the mix of income in our various tax jurisdictions
In order to provide a better understanding of the impact of certain items on our income and diluted EPS the tables that follow report the comparative after tax impact of acquisition related expenses asset impairment charges Barbados tax reform Bed Bath Beyond bankruptcy gain on sale of distribution and office facilities intangible asset reorganization restructuring charges amortization of intangible assets and non cash share based compensation as applicable on income and diluted EPS for the periods presented below Adjusted income and adjusted diluted EPS may be considered non GAAP financial measures as contemplated by SEC Regulation G Rule 100 For additional information regarding management s decision to present this non GAAP financial information see the introduction to this Item 7 Management s Discussion and Analysis of Financial Condition and Results of Operations
Net income was 123 8 million compared to 168 6 million Diluted EPS was 5 37 compared to 7 03 Diluted EPS decreased primarily due to lower operating income inclusive of after tax asset impairment charges of 47 6 million partially offset by a decrease in the effective income tax rate due to a 64 6 million transitional income tax benefit recognized in connection with our intangible asset reorganization and lower weighted average diluted shares outstanding
We principally rely on our cash flow from operations and borrowings under our Credit Agreement to finance our operations capital and intangible asset expenditures acquisitions and share repurchases Historically our principal uses of cash to fund our operations have included operating expenses primarily SG A and working capital predominantly for inventory purchases and the extension of credit to our retail customers We have typically been able to generate positive cash flow from operations sufficient to fund our operating activities In the past we have utilized a combination of available cash and existing or additional sources of financing to fund strategic acquisitions share repurchases and capital investments We generated 113 2 million in cash from operations during fiscal 2025 and had 18 9 million in cash and cash equivalents at February 28 2025 As of February 28 2025 the amount of cash and cash equivalents held by our foreign subsidiaries was
During fiscal 2025 we acquired Olive June for 229 4 million in cash net of cash acquired and contingent cash consideration of up to 15 0 million subject to Olive June s performance during calendar years 2025 2026 and 2027 payable annually The acquisition was funded with cash on hand and borrowings under our existing revolving credit facility We have no existing activities involving special purpose entities or off balance sheet financing
capital and intangible asset expenditures between approximately 25 million to 30 million to support ongoing operations and future infrastructure needs including investments to transfer sourcing of certain products
outstanding long term debt obligations maturing between fiscal 2027 and fiscal 2029 in an aggregate principal value of approximately 912 5 million with 887 5 million of that amount maturing in fiscal 2029 refer to Note 13 to the accompanying consolidated financial statements for additional information
estimated interest payments of approximately 55 0 million 54 6 million and 51 7 million in fiscal 2027 fiscal 2028 and fiscal 2029 respectively based on outstanding debt obligations weighted average interest rates and interest rate swaps in effect at February 28 2025 refer to Note 13 to the accompanying consolidated financial statements for additional information
minimum operating lease payments of approximately 48 5 million over the term of our existing operating lease arrangements refer to Note 3 to the accompanying consolidated financial statements for additional information
minimum royalty payments of approximately 20 0 million over the term of the existing license agreements refer to Note 12 to the accompanying consolidated financial statements for additional information and
Based on our current financial condition and current operations we believe that cash flows from operations and available financing sources will continue to provide sufficient capital resources to fund our foreseeable short and long term liquidity requirements
We continue to evaluate acquisition opportunities on a regular basis We may finance acquisition activity with available cash the issuance of shares of common stock additional debt or other sources of financing depending upon the size and nature of any such transaction and the status of the capital markets at the time of such acquisition
We may also elect to repurchase additional shares of common stock under our Board of Directors authorization subject to limitations contained in our debt agreement and based upon our assessment of a number of factors including share price trading volume and general market conditions working capital requirements general business conditions financial conditions any applicable contractual limitations and other factors including alternative investment opportunities We may finance share repurchases with available cash additional debt or other sources of financing For additional information see Item 5 Market for Registrant s Common Equity Related Stockholder Matters and Issuer Purchases of Equity Securities in this Annual Report
Operating activities provided net cash of 113 2 million compared to 306 1 million The decrease was primarily driven by increases in payments for inventory annual incentive compensation and income taxes as well as a decrease in cash earnings partially offset by decreases in cash used for restructuring activities and interest payments
We paid 229 4 million net of cash acquired to acquire Olive June and made investments in capital and intangible asset expenditures of 30 1 million of which 5 6 million primarily related to the implementation of an automation system at our new two million square foot distribution facility Capital and intangible asset expenditures also included expenditures for computer furniture and other equipment and tooling molds and other production equipment
We received proceeds of 49 5 million from the sale of our distribution and office facilities in El Paso Texas and made investments in capital and intangible asset expenditures of 36 6 million of which 19 3 million related to expenditures primarily equipment for our new distribution facility Capital and intangible asset expenditures also included expenditures for computer furniture and other equipment and tooling molds and other production equipment In addition we invested 9 6 million in U S Treasury Bills
we repurchased and retired 1 038 696 shares of common stock at an average price of 99 34 per share for a total purchase price of 103 2 million through a combination of open market purchases and the settlement of certain stock awards
we repurchased and retired 432 532 shares of common stock at an average price of 127 67 per share for a total purchase price of 55 2 million through a combination of open market purchases and the settlement of certain stock awards
On February 15 2024 we entered into a credit agreement the Credit Agreement with Bank of America N A as administrative agent and other lenders The Credit Agreement replaces our prior credit agreement the Prior Credit Agreement which terminated on February 15 2024 and is further described below We utilized the proceeds from the refinancing to repay all principal interest and fees outstanding under the Prior Credit Agreement without penalty As a result we recognized a loss on extinguishment of debt within interest expense
f unamortized prepaid financing fees related to the Prior Credit Agreement and 0 1 million of lender fees related to debt under the Credit Agreement treated as an extinguishment Additionally we expensed 0 3 million of third party fees in fiscal 2024 related to debt under the Credit Agreement treated as a modification which was recognized within interest expense We capitalized 4 0 million of lender fees and 2 2 million of third party fees incurred in connection with the Credit Agreement which were recorded as prepaid financing fees in long term debt and prepaid expenses and other current assets in the amounts of 5 4 million and 0 8 million respectively
The Credit Agreement provides for aggregate commitments of 1 5 billion which are available through i a 1 0 billion revolving credit facility which includes a 50 million sublimit for the issuance of letters of credit ii a 250 million term loan facility and iii a committed 250 million delayed draw term loan facility which may be borrowed in multiple drawdowns until August 15 2025 Proceeds can be used for working capital and other general corporate purposes including funding permitted acquisitions At the closing date of the Credit Agreement we borrowed 457 5 million under the revolving credit facility and
250 0 million under the term loan facility and utilized the proceeds to repay all debt outstanding under the Prior Credit Agreement The Credit Agreement matures on February 15 2029 The Credit Agreement includes an accordion feature which permits the Company to request to increase its borrowing capacity by an additional 300 million plus an unlimited amount when the Leverage Ratio as defined in the Credit Agreement on a pro forma basis is less than 3 25 to 1 00 The Company s exercise of the accordion is subject to certain conditions being met including lender approval
Outstanding letters of credit reduce the borrowing availability under the Credit Agreement on a dollar for dollar basis We are able to repay amounts borrowed at any time without penalty Borrowings accrue interest under one of two alternative methods pursuant to the Credit Agreement as described below With each borrowing against our credit line we can elect the interest rate method based on our funding needs at the time We also incur loan commitment and letter of credit fees under the Credit Agreement T
he term loans are payable at the end of each fiscal quarter in equal installments of 0 625 through February 28 2025 0 9375 through February 28 2026 and 1 25 thereafter of the original principal balance of the term loans which began in the first quarter of fiscal 2025 with the remaining balance due at the maturity date Borrowings under the Credit Agreement bear floating interest at either the Base Rate or Term SOFR as defined in the Credit Agreement plus a margin based on the Net Leverage Ratio as defined in the Credit Agreement of 0 to 1 125 and 1 0 to 2 125 for Base Rate and Term SOFR borrowings respectively pursuant to the below table
Our Prior Credit Agreement with Bank of America N A as administrative agent and other lenders provided for an unsecured total revolving commitment of 1 25 billion and a 300 million accordion which could be used for term loan commitments In June 2022 we exercised the accordion under the Prior Credit Agreement and borrowed 250 million as term loans The proceeds from the term loans were used to repay revolving loans under the Prior Credit Agreement The maturity date of the term loans and the revolving loans under the Prior Credit Agreement was March 13 2025 Borrowings under the Prior Credit Agreement bore floating interest at either the Base Rate or Term SOFR as defined in the Prior Credit Agreement plus a margin based on the Net Leverage Ratio as defined in the Prior Credit Agreement of 0 to 1 0 and 1 0 to 2 0 for Base Rate and Term SOFR borrowings respectively
The floating interest rates on our borrowings under the Credit Agreement and Prior Credit Agreement are hedged with interest rate swaps to effectively fix interest rates on 550 million and 500 million of the outstanding principal balance under the Credit Agreement as of February 28 2025 and February 29 2024 respectively S
In connection with the acquisition of Olive June we provided notice of a qualified acquisition and borrowed 235 0 million under our Credit Agreement to fund the acquisition initial cash consideration inclusive of amounts for cash acquired The exercise of the qualified acquisition notice triggered temporary adjustments to the maximum leverage ratio which was 3 50 to 1 00 before the impact of the qualified acquisition notice As a result of the qualified acquisition notice commencing at the beginning of our fourth quarter of fiscal 2025 the maximum leverage ratio is 4 50 to 1 00 through November 30 2025 and 3 50 to 1 00 thereafter For additional information on the acquisition see Note 6 to the accompanying consolidated financial statements
As of February 28 2025 the outstanding Credit Agreement principal balance was 921 9 million excluding prepaid financing fees and the balance of outstanding letters of credit was 9 5 million The weighted average interest rate on borrowings outstanding under the Credit Agreement was 5 6 at February 28 2025 As of February 28 2025 the amount available for revolving loans under the Credit Agreement was 312 4 million and the amount available per the maximum leverage ratio was
Our debt under our Credit Agreement is unconditionally guaranteed on a joint and several basis by the Company and certain of its subsidiaries Our Credit Agreement requires the maintenance of certain key financial covenants defined in the table below Our Credit Agreement also contains other customary covenants including among other things covenants restricting or limiting us except under certain conditions set forth therein from 1 incurring liens on our properties 2 making certain types of investments 3 incurring additional debt and 4 assigning or transferring certain licenses Our Credit Agreement also contains customary events of default including failure to pay principal or interest when due among others Upon an event of default under our Credit Agreement the lenders may among other things accelerate the maturity of any amounts outstanding The commitments of the lenders to make loans to us under the Credit Agreement are several and not joint Accordingly if any lender fails to make loans to us our available liquidity could be reduced by an amount up to the aggregate amount of such lender s commitments under the Credit Agreement
For any acquisition pre acquisition EBITDA of the acquired business is included so that theEBITDA of the acquired business included in the computation equals its twelve month trailing total In addition the amount of certain pro forma run rate cost savings for acquisitions or dispositions may be added to EBIT and EBITDA
In the event a qualified acquisition is consummated the maximum leverage ratio is 4 50 to 1 00 for the first four fiscal quarters after the qualified acquisition is consummated During fiscal 2025 we provided a qualified acquisition notice and as a result the maximum leverage ratio is 4 50 to 1 00 through November 30 2025 and 3 50 to 1 00 thereafter
The SEC defines critical accounting estimates as those made in accordance with generally accepted accounting principles that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on a company s financial condition or results of operations We consider the following estimates to meet this definition and represent our more critical estimates and assumptions used in the preparation of our consolidated financial statements
We must make certain estimates and judgments in determining our provision for income tax expense The provision for income tax expense is calculated on reported income before income taxes based on current tax law and includes in the current period the cumulative effect of any changes in tax rates from those used previously in determining deferred tax assets and liabilities Tax laws may require items to be included in the determination of taxable income at different times from when the items are reflected in the financial statements Deferred tax balances reflect the effects of temporary differences between the financial statement carrying amounts of assets and liabilities and their tax bases as well as from net operating losses and tax credit carryforwards and are stated at enacted tax rates in effect for the year taxes are expected to be paid or recovered
Deferred tax assets represent tax benefits for tax deductions or credits available in future years and require certain estimates and assumptions to determine whether it is more likely than not that all or a portion of the benefit will not be realized The recoverability of these future tax deductions and credits is determined by assessing the adequacy of future expected taxable income from all sources including the future reversal of existing taxable temporary differences taxable income in carryback years estimated future taxable income and available tax planning strategies In projecting future taxable income we begin with historical results and incorporate assumptions including future operating income the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies These
assumptions require significant judgement and are consistent with the plans and estimates we are using to manage our underlying business Should a change in facts or circumstances such as changes in our business plans economic conditions or future tax legislation lead to a change in judgment about the ultimate recoverability of a deferred tax asset we record or adjust the related valuation allowance in the period that the change in facts and circumstances occurs along with a corresponding increase or decrease in income tax expense Additionally if future taxable income varies from projected taxable income we may be required to adjust our valuation allowance in future years
In addition the calculation of our tax liabilities requires us to account for uncertainties in the application of complex and evolving tax regulations We recognize liabilities for uncertain tax positions based on the two step process prescribed within GAAP The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon examination by the tax authority based upon its technical merits assuming the tax authority has full knowledge of all relevant information To be recognized in the financial statements the tax position must meet this more likely than not threshold For positions meeting this recognition threshold the second step requires us to estimate and measure the tax benefit as the largest amount that has greater than a 50 percent likelihood of being realized upon ultimate settlement It is inherently difficult and subjective to estimate such amounts as this requires us to determine the probability of various possible outcomes We reevaluate these uncertain tax positions on a quarterly basis This evaluation is based on factors including but not limited to changes in facts or circumstances changes in tax law effectively settled issues under audit historical experience with similar tax matters guidance from our tax advisors and new audit activity For tax positions that do not meet the threshold requirement we record liabilities for unrecognized tax benefits as a tax expense or benefit in the period recognized or reversed and disclose as a separate liability in our financial statements including related accrued interest and penalties A change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision in the period in which the change occurs
We record inventory on our balance sheet at the lower of average cost or net realizable value We write down a portion of our inventory to net realizable value based on the historical sales trends of products and estimates about future demand and market conditions among other factors We regularly review our inventory for slow moving items and for items that we are unable to sell at prices above their original cost When we identify such an item we use net realizable value as the basis for recording such inventory and base our estimates on expected future selling prices less expected disposal costs These estimates entail a significant amount of inherent subjectivity and uncertainty As a result these estimates could vary significantly from the amounts that we may ultimately realize upon the sale of inventories if future economic conditions product demand product discontinuances competitive conditions or other factors differ from our estimates and expectations Additionally changes in consumer demand retailer inventory management strategies transportation lead times supplier capacity and raw material availability could make our inventory management and reserves more difficult to estimate
A significant portion of our non current assets consists of goodwill and intangible assets recorded as a result of past acquisitions Accounting for business combinations requires the use of estimates and assumptions in determining the fair value of assets acquired and liabilities assumed in order to properly allocate the purchase price Goodwill is recorded as the difference if any between the aggregate consideration paid and the fair value of the net tangible and intangible assets acquired in the acquisition of a business Our intangible assets acquired primarily include trade names and customer relationships The fair value of our assets acquired and liabilities assumed are typically based upon valuations performed by independent third party appraisers using the income approach including estimated future discounted cash flow models DCF Models the relief from royalty method for trade names and the distributor method for customer relationships The fair value of our trade names and customer relationships acquired involved significant estimates and assumptions including revenue growth rates
gross profit and operating profit margins discount rates and royalty and customer attrition rates as applicable We believe that the fair value assigned to the assets acquired and liabilities assumed are based on reasonable assumptions and estimates that marketplace participants would use
We review goodwill and indefinite lived intangible assets for impairment on an annual basis or more frequently whenever events or changes in circumstances indicate that their carrying value may not be recoverable We consider whether circumstances or conditions exist which suggest that the carrying value of our goodwill and indefinite lived intangible assets might be impaired If such circumstances or conditions exist we perform a qualitative assessment to determine whether it is more likely than not that the assets are impaired We evaluate goodwill at the reporting unit level operating segment or one level below an operating segment We operate two reportable segments Home Outdoor and Beauty Wellness which are comprised of eight reporting units one of which does not have any goodwill recorded If the results of the qualitative assessment indicate that it is more likely than not that the assets are impaired further steps are required in order to determine whether the carrying value of each reporting unit and indefinite lived intangible assets exceeds its fair market value An impairment charge is recognized to the extent the goodwill or indefinite lived intangible asset recorded exceeds the reporting unit s or asset s fair value We perform our annual impairment testing for goodwill and indefinite lived assets as of the beginning of the fourth quarter of our fiscal year
We use an enterprise premise to determine the fair value and carrying amount of our reporting units All assets and liabilities that are employed in or relate to the operations of a reporting unit and will be considered in determining the fair value of the reporting unit are included in the carrying value of the reporting unit Our reporting units net assets primarily consist of goodwill and intangible assets which are assigned to a reporting unit upon acquisition and accounts receivable and inventory which are directly identifiable Assets and liabilities employed in or related to the operations of multiple reporting units as well as corporate assets and liabilities are primarily allocated to the reporting units based on specific identification or a percentage of net sales revenue
We estimate the fair value of our reporting units using an income approach based upon projected future DCF Models Under the DCF Model the fair value of each reporting unit is determined based on the present value of estimated future cash flows discounted at a risk adjusted rate of return We use internal forecasts and strategic long term plans to estimate future cash flows including net sales revenue gross profit margin and earnings before interest and taxes margins Our internal strategic long term plans were developed in tandem with our Elevate for Growth Strategy which provides the Company s strategic roadmap through fiscal 2030 Our internal forecasts and strategic long term plans take into consideration historical and recent business results industry trends and macroeconomic conditions Other key estimates used in the DCF Model include but are not limited to discount rates statutory tax rates terminal growth rates as well as working capital and capital expenditures needs The discount rates are based on a weighted average cost of capital utilizing industry market data of our peer group companies Our goodwill impairment analysis also includes a reconciliation of the aggregate estimated fair values of our reporting units to the Company s total enterprise value market capitalization plus long term debt
We estimate the fair value of our indefinite lived trade names and trademark licenses using the relief from royalty method income approach which is based upon a DCF Model The relief from royalty method estimates the fair value of a trade name or trademark license by discounting the hypothetical avoided royalty payments to their present value over the economic life of the asset The determination of fair value using this method entails a significant number of estimates and assumptions which require management judgment and include net sales revenue growth rates discount rates royalty rates and residual growth rates We use internal forecasts and strategic long term plans which are described above to estimate net sales revenue growth rates and royalty rates We utilize a constant growth model to determine the residual growth rates which are based upon long term industry growth expectations and long term expected inflation
Considerable management judgment is necessary in determining the fair value of goodwill and intangible assets initially acquired and as part of our impairment testing including the reasonableness of fair value estimates evaluating the most likely impact of a range of possible external conditions considering the resulting operating changes and their impact on estimated future cash flows determining the appropriate discount factors to use and selecting and weighting appropriate comparable market level inputs When estimating expected future cash flows judgement is necessary in evaluating the impact of operational and external economic factors on future cash flows all of which are subject to uncertainty The recoverability of these assets is dependent upon achievement of our projections and the continued execution of key initiatives related to revenue growth and profitability The assumptions and estimates used in our fair value analysis involve significant elements of subjective judgment and analysis by management Certain future events and circumstances including deterioration of retail economic conditions higher cost of capital a decline in actual and expected consumer demand among others could result in changes to these assumptions and judgements While we believe that the estimates and assumptions we use are reasonable at the time made changes in business conditions or other unanticipated events and circumstances may occur that cause actual results to differ materially from projected results and this could potentially require future adjustments to our asset valuations
Additional factors that contributed to this conclusion included current macroeconomic trends and uncertainty surrounding inflation and high interest rates which negatively impact consumer disposable income credit availability spending and overall consumer confidence all of which had and may continue to adversely impact our sales results of operations and cash flows
We considered whether these events and circumstances would affect any other assets and concluded we should perform quantitative impairment testing on our indefinite lived trademark licenses and trade names
The quantitative assessments performed during the second quarter of fiscal 2025 did not result in impairment of our goodwill or indefinite lived intangible assets All of our reporting units and indefinite lived intangible assets had a fair value that exceeded their carrying value by at least 10
During the fourth quarter of fiscal 2025 we concluded a goodwill impairment triggering event had occurred due to a continued sustained decline in our stock price resulting in our carrying value excluding long term debt exceeding the Company s total enterprise value market capitalization plus long term debt Additional factors that contributed to this conclusion included downward revisions to our internal forecasts and strategic long term plans These factors were applicable to all of our reporting units and indefinite lived and definite lived trademark licenses and trade names
The quantitative assessments performed during the fourth quarter of fiscal 2025 resulted in an impairment charge of 38 7 million to reduce the goodwill of our Drybar reporting unit which is included within our Beauty Wellness segment Our Drybar business has continued to experience a decline in net sales revenue due to lower consumer demand increased competition and net distribution declines all of which have contributed to reduced earnings and cash flows In connection with our annual budgeting and forecasting process management reduced its forecasts of Drybar s net sales revenue growth gross margin and earnings before interest and taxes An inability to achieve expected revenue growth and profitability in line with our internal projections could result in further declines in the fair value that may result in additional impairment charges to our Drybar goodwill
Our impairment testing did not result in impairment of our indefinite lived intangible assets All of our reporting units and indefinite lived intangible assets had a fair value that exceeded their carrying value by at least 10 except for our Curlsmith reporting unit and our PUR trade name
on key assumptions used in the valuation A hypothetical adverse change of 10 in the forecasted sales used to estimate the fair value of the Curlsmith reporting unit would have resulted in an impairment charge of approximately 41 6 million against its goodwill carrying value of 117 1 million as of the end of fiscal 2025
represented 102 of its carrying value as of the end of fiscal 2025 We performed a sensitivity analysis on key assumptions used in the valuation A hypothetical adverse change of 10 in the forecasted sales used to estimate the fair value of the PUR trade name would have resulted in an impairment charge of approximately 4 0 million against its carrying value of 54 0 million as of the end of fiscal 2025
We performed our annual impairment testing of our goodwill and indefinite lived intangible assets during the fourth quarter of fiscal 2024 and 2023 and determined based on our qualitative assessment that it is not more likely than not that the fair value of each reporting unit and indefinite lived intangible asset is lower than its carrying value Therefore quantitative impairment testing in fiscal 2024 and fiscal 2023 was not required Accordingly no impairment changes were recorded during fiscal 2024 and 2023
Some of the inherent estimates and assumptions used in determining the fair value of our reporting units and indefinite lived intangible assets are outside of the control of management including interest rates cost of capital tax rates strength of retail economies and industry growth While we believe that the estimates and assumptions we use are reasonable at the time made it is possible changes could occur The recoverability of our goodwill and indefinite lived intangible assets is dependent upon discretionary consumer demand and the execution of our Elevate for Growth Strategy which includes investing in our brands growing internationally new product introductions and expanded distribution to drive revenue growth and profitability and achieve our projections The net sales revenue and profitability growth rates used in our projections are management s estimate of the most likely results over time given a wide range of potential outcomes Actual results may differ from those assumed in forecasts which could result in material impairment charges We will continue to monitor our reporting units and indefinite lived intangible assets for any triggering events or other signs of impairment including consideration of changes in the macroeconomic environment significant declines in operating results further significant sustained decline in market capitalization from current levels and other factors which could result in impairment charges in the future
We review intangible assets with definite lives and long lived assets held and used if a triggering event occurs during the reporting period If such circumstances or conditions exist further steps are required in order to determine whether the carrying value of each of the individual assets exceeds its fair market value If our analysis indicates that an individual asset s carrying value does exceed its fair market value the next step is to record a loss equal to the excess of the individual asset s carrying value over its fair value We evaluate any long lived assets held for sale quarterly to determine if estimated fair value less cost to sell has changed during the reporting period
We estimate the fair value of our trade names and trademark licenses using the relief from royalty method income approach described above which is based upon a DCF Model We estimate the fair value of our customer relationships and lists using the distributor method income approach which is based upon a DCF Model The distributor method uses financial margin information for distributors within the applicable industry and most representative of the Company to estimate a royalty rate The determination of fair value using these methods entails a significant number of estimates and assumptions which require management judgment and include net sales revenue growth rates discount rates royalty rates residual growth rates as applicable and customer attrition rates as applicable We
use internal forecasts and strategic long term plans which are described above to estimate net sales revenue growth rates and royalty rates We utilize a constant growth model to determine the residual growth rates which are based upon long term industry growth expectations and long term expected inflation
The assumptions and estimates used in determining the fair value of our definite lived intangible assets and long lived assets involve significant elements of subjective judgment and analysis by management Certain future events and circumstances including deterioration of retail economic conditions higher cost of capital a decline in actual and expected consumer demand could result in changes to these assumptions and judgements A revision of these estimates and assumptions could cause the fair values of the definite lived intangible assets and long lived assets to fall below their respective carrying values resulting in impairment charges which could have a material adverse effect on our results of operations
As described above during the second quarter of fiscal 2025 we concluded that an impairment triggering event had occurred and concluded to perform quantitative impairment analyses on our definite lived trademark licenses trade names and customer relationships and lists Our definite lived intangible asset impairment test compares the fair value of our intangible assets with their carrying amount and an impairment loss is recognized for the amount by which the carrying amount exceeds the fair value The quantitative assessments performed during the second quarter of fiscal 2025 did not result in any impairment of these intangible assets All of our definite lived trademark licenses trade names and customer relationships and lists had a fair value that exceeded their carrying value by at least 10
As described above during the fourth quarter of fiscal 2025 we concluded that an impairment triggering event had occurred and concluded to perform quantitative impairment analyses on our definite lived trademark licenses and trade names Our definite lived trademark license and trade name testing resulted in an impairment charge of 12 8 million to reduce the carrying value of our Drybar definite lived trade name to an estimated fair value of 7 0 million Our Drybar business and trade name is included within our Beauty Wellness segment and has continued to experience a decline in net sales revenue due to lower consumer demand increased competition and net distribution declines all of which have contributed to reduced earnings and cash flows In connection with our annual budgeting and forecasting process management reduced its forecasts of Drybar s net sales revenue growth gross margin and earnings before interest and taxes which also resulted in management selecting a lower royalty rate An inability to achieve expected revenue growth and profitability in line with our internal projections could result in further declines in the fair value that may result in additional impairment charges to our definite lived Drybar trade name
represented 105 of its carrying value as of the end of fiscal 2025 We performed a sensitivity analysis on key assumptions used in the valuation A hypothetical adverse change of 10 in the forecasted sales used to estimate the fair value of the Curlsmith trade name would have resulted in an impairment charge of approximately 1 0 million against its carrying value of 18 0 million as of the end of fiscal 2025
represented 109 of its carrying value as of the end of fiscal 2025 We performed a sensitivity analysis on key assumptions used in the valuation A hypothetical adverse change of 10 in the forecasted sales used to estimate the fair value of the Revlon trademark license would have resulted in an impairment charge of approximately 0 9 million against its carrying value of 64 9 million as of the end of fiscal 2025
During fiscal 2024 and 2023 we determined no changes in circumstances or conditions or events occurred that would indicate the carrying value of our definite lived intangible assets may not be recoverable
The estimates and assumptions inherent in determining the fair value of our definite lived intangible assets are subject to the same risks described above for determining the fair value of our goodwill and indefinite lived intangible assets Further declines in anticipated consumer spending or an inability to achieve expected revenue growth and profitability in line with our Elevate for Growth Strategy could result in declines in the fair value that may result in impairment charges to our definite lived intangible assets We will continue to monitor our definite lived intangible assets and long lived assets for any triggering events or other signs of impairment including consideration of changes in the macroeconomic environment significant declines in sales or operating results and other factors which could result in impairment charges in the future For additional information refer to Note 1 and Note 7 to the accompanying consolidated financial statements
We amortize intangible assets such as trademark licenses trade names customer relationships and lists patents and non compete agreements over their economic useful lives unless those assets economic useful lives are indefinite If an intangible asset s economic useful life is deemed indefinite that asset is not amortized The determination of the economic useful life of an intangible asset requires a significant amount of judgment and entails significant subjectivity and uncertainty When we acquire an intangible asset we consider factors such as our plans for the asset the market for products associated with the asset economic factors any legal regulatory or contractual provisions and industry trends We consider these same factors when reviewing the economic useful lives of our previously acquired intangible assets as well We review the economic useful lives of our intangible assets at least annually We complete our analysis of the remaining useful economic lives of our intangible assets during the fourth quarter of each fiscal year or when a triggering event occurs
We grant share based compensation awards to non employee directors and certain associates under our equity plans We measure the cost of services received in exchange for equity awards which include grants of restricted stock awards RSAs restricted stock units RSUs performance stock awards PSAs and performance stock units PSUs based on the fair value of the awards on the grant date These awards may be subject to attainment of certain service conditions performance conditions and or market conditions
We grant PSAs and PSUs to certain officers and associates which cliff vest after three years and are contingent upon meeting one or more defined operational performance metrics over the three year performance period Performance Condition Awards The quantity of shares ultimately awarded can range from 0 to 200 of Target as defined in the award agreement as 100 based on the level of achievement against the defined operational performance metrics We recognize compensation expense for Performance Condition Awards over the requisite service period to the extent performance conditions are considered probable Estimating the number of shares of Performance Condition Awards that are probable of vesting requires judgment including assumptions about future operating performance While the assumptions used to estimate the probability of achievement against the defined operational performance metrics are management s best estimates such estimates involve inherent uncertainties The extent actual results or updated estimates differ from our current estimates such amounts will be recorded as a cumulative adjustment to share based compensation expense in the period estimates are revised
The critical accounting estimates described above supplement the description of our accounting policies disclosed in Note 1 to the accompanying consolidated financial statements Note 1 describes several
Certain written and oral statements in this Annual Report may constitute forward looking statements as defined under the Private Securities Litigation Reform Act of 1995 This includes statements made in this Annual Report in other filings with the SEC in press releases and in certain other oral and written presentations Generally the words anticipates assumes believes expects plans may will might would should seeks estimates project predict potential currently continue intends outlook forecasts targets reflects could and other similar words identify forward looking statements All statements that address operating results events or developments that we expect or anticipate may occur in the future including statements related to sales expenses EPS results and statements expressing general expectations about future operating results are forward looking statements and are based upon our current expectations and various assumptions We believe there is a reasonable basis for our expectations and assumptions but there can be no assurance that we will realize our expectations or that our assumptions will prove correct Forward looking statements 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 we caution readers not to place undue reliance on forward looking statements We believe that these risks include but are not limited to the risks described in this Annual Report under Item 1A Risk Factors and that are otherwise described from time to time in our SEC reports as filed We undertake no obligation to publicly update or revise any forward looking statements as a result of new information future events or otherwise
The U S Dollar is the functional currency for the Company and all of its subsidiaries and is also the reporting currency for the Company By operating internationally we are subject to foreign currency risk from transactions denominated in currencies other than the U S Dollar foreign currencies Such transactions include sales and operating expenses As a result of such transactions portions of our cash accounts receivable and accounts payable are denominated in foreign currencies Approximately 14 14 and 13 of our net sales revenue was denominated in foreign currencies during fiscal 2025 2024 and 2023 respectively These sales were primarily denominated in Euros British Pounds and Canadian Dollars We make most of our inventory purchases from manufacturers in Asia and primarily use the U S Dollar for such purchases
In our consolidated statements of income foreign currency exchange rate gains and losses resulting from the remeasurement of foreign income tax receivables and payables and deferred income tax assets and liabilities are recognized in income tax benefit expense and all other foreign currency exchange rate gains and losses are recognized in SG A We recorded in income tax benefit expense a foreign currency exchange rate net loss of 0 7 million during fiscal 2025 a net gain of 0 3 million during fiscal 2024 and a net loss of 0 4 million during fiscal 2023 We recorded in SG A foreign currency exchange rate net losses of 1 5 million 0 5 million and 1 7 million during fiscal 2025 2024 and 2023 respectively
We identify foreign currency risk by regularly monitoring our foreign currency denominated transactions and balances Where operating conditions permit we reduce our foreign currency risk by purchasing most of our inventory with U S Dollars and by converting cash balances denominated in foreign currencies to U S Dollars
We mitigate certain foreign currency exchange rate risk by using a series of forward contracts to protect against the foreign currency exchange rate risk inherent in our transactions denominated in foreign currencies Our primary objective in holding derivatives is to reduce the volatility of net earnings cash flows and the net asset value associated with changes in foreign currency exchange rates Our foreign currency risk management strategy includes both hedging instruments and derivatives that are not designated as hedging instruments which have terms of generally 12 to 24 months We do not enter into any derivatives or similar instruments for trading or other speculative purposes We expect that as currency market conditions warrant and our foreign currency denominated transaction exposure grows we will continue to execute additional contracts in order to hedge against certain potential foreign currency exchange rate losses
and 8 3 million on a pre tax basis respectively This calculation is for risk analysis purposes and does not purport to represent actual losses or gains in fair value that we could incur It is important to note that the change in value represents the estimated change in fair value of the contracts Actual results in the future may differ materially from these estimated results due to actual developments in the global financial markets Because the contracts hedge an underlying exposure we would expect a similar and opposite change in foreign currency exchange rate gains or losses over the same periods as the contracts Refer to Note 15 to the accompanying consolidated financial statements for further information regarding these instruments
A significant portion of the products we sell are purchased from third party manufacturers in China who source a significant portion of their labor and raw materials in Chinese Renminbi The Chinese Renminbi has fluctuated against the U S Dollar in recent years and in fiscal 2025 the average exchange rate of the Chinese Renminbi weakened against the U S Dollar by approximately 1 0 compared to the average rate during fiscal 2024 If China s currency continues to fluctuate against the U S Dollar in the short to intermediate term we cannot accurately predict the impact of those fluctuations on our results of operations Accordingly there can be no assurance that foreign exchange rates will be stable in the future or that fluctuations in Chinese foreign currency markets will not have a material adverse effect on our business results of operations and financial condition
Interest on our outstanding debt as of February 28 2025 and February 29 2024 is based on variable floating interest rates As such we are exposed to changes in short term market interest rates and these changes in rates will impact our net interest expense As of February 28 2025 and February 29 2024 certain borrowings under the Credit Agreement bore interest at an adjusted Term SOFR as defined in the Credit Agreement SOFR began in April 2018 and it therefore has a limited history The future performance of SOFR cannot reliably be predicted based on hypothetical or limited historical performance data Uncertainty as to SOFR or changes to SOFR may affect the interest rate of certain borrowings under the Credit Agreement We hedge against interest rate volatility by using interest rate swaps to hedge a portion of our outstanding floating rate debt Additionally our cash and short term investments generate interest income that will vary based on changes in short term interest
and 2 7 million on a pre tax basis respectively This calculation is for risk analysis purposes and does not purport to represent actual losses or gains in fair value that we could incur It is important to note that the change in value represents the estimated change in the fair value of the swaps Actual results in the future may differ materially from these estimated results due to actual developments in the global financial markets Because the swaps hedge an underlying exposure we would expect a similar and opposite change in floating interest rates over the same periods as the swaps Refer to Notes 13
As of February 28 2025 and February 29 2024 a hypothetical 1 increase in interest rates would increase our annual interest expense net of the effect of our interest rate swaps by approximately 3 7 million and 1 7 million respectively This calculation is for risk analysis purposes and does not purport to represent actual increases or decreases in interest expense that we could incur Actual results in the future may differ materially from these estimated results due to actual developments in the global financial markets Refer to Item 1A Risk Factors and Item 7 Management s Discussion and Analysis of Financial Condition and Results of Operations in this Annual Report for further information regarding our interest rate risks
Our internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U S generally accepted accounting principles and includes those policies and procedures that
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that our receipts and expenditures are being made only in accordance with authorizations of our management and Board of Directors and
There are inherent limitations in the effectiveness of internal control over financial reporting including the possibility that misstatements may not be prevented or detected Furthermore the effectiveness of internal controls may become inadequate because of future changes in conditions or variations in the degree of compliance with our policies or procedures
Our management assesses the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission COSO in Internal Control Integrated Framework
On December 16 2024 we completed our acquisition of Olive June LLC Olive June In accordance with Securities Exchange Commission guidance permitting a company to exclude an acquired business from management s assessment of the effectiveness of internal control over financial reporting for the year in which the acquisition is completed we have excluded Olive June from our assessment of the effectiveness of internal control over financial reporting as of February 28 2025 The assets and net sales revenue of Olive June that were excluded from our assessment constituted approximately 1 3 percent of the Company s total consolidated assets excluding goodwill and intangibles which are included within the scope of the assessment and 1 2 percent of total consolidated net sales revenue as of and for the year ended February 28 2025 The scope of management s assessment of the effectiveness of the design and operation of our disclosure controls and procedures as of February 28 2025 includes all of our consolidated operations except for those disclosure controls and procedures of Olive June See Note 6 for additional information regarding the Olive June acquisition Based on our assessment we have concluded that our internal control over financial reporting was effective as of February 28 2025
Our independent registered public accounting firm Grant Thornton LLP has issued an audit report on the effectiveness of our internal control over financial reporting Their report appears on the following page
issued by the Committee of Sponsoring Organizations of the Treadway Commission COSO In our opinion the Company maintained in all material respects effective internal control over financial reporting as of February 28 2025 based on criteria established in the 2013
We also have audited in accordance with the standards of the Public Company Accounting Oversight Board United States PCAOB the consolidated financial statements of the Company as of and for the year ended February 28 2025 and our report dated April 24 2025 expressed an unqualified opinion on those financial statements
The Company s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management s Report on Internal Control Over Financial Reporting Management s Report Our responsibility is to express an opinion on the Company s internal control over financial reporting based on our audit We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U S federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB
We conducted our audit in accordance with the standards of the PCAOB Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects Our audit included obtaining an understanding of internal control over financial reporting assessing the risk that a material weakness exists testing and evaluating the design and operating effectiveness of internal control based on the assessed risk and performing such other procedures as we considered necessary in the circumstances We believe that our audit provides a reasonable basis for our opinion
Our audit of and opinion on the Company s internal control over financial reporting does not include the internal control over financial reporting of Olive June LLC Olive June a wholly owned subsidiary whose financial statements reflect total assets excluding goodwill and intangibles which are included within the scope of the assessment and net sales revenue constituting 1 3 percent and 1 2 percent respectively of the related consolidated financial statement amounts as of and for the year ended February 28 2025 As indicated in Management s Report Olive June was acquired during the fiscal year ended February 28 2025 Management s assertion on the effectiveness of the Company s internal control over financial reporting excluded internal control over financial reporting of Olive June
A company s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A company s internal control over financial reporting includes those policies and procedures that 1 pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company 2 provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and 3 provide reasonable assurance
Because of its inherent limitations internal control over financial reporting may not prevent or detect misstatements Also projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
We have audited the accompanying consolidated balance sheets of Helen of Troy Limited and subsidiaries the Company as of February 28 2025 and February 29 2024 the related consolidated statements of income comprehensive income stockholders equity and cash flows for each of the three years in the period ended February 28 2025 and the related notes and financial statement schedule included under Schedule II Valuation and Qualifying Accounts collectively referred to as the consolidated financial statements In our opinion the consolidated financial statements present fairly in all material respects the financial position of the Company as of February 28 2025 and February 29 2024 and the results of its operations and its cash flows for each of the three years in the period ended February 28 2025 in conformity with accounting principles generally accepted in the United States of America
We also have audited in accordance with the standards of the Public Company Accounting Oversight Board United States PCAOB the Company s internal control over financial reporting as of February 28 2025 based on criteria established in the 2013
These consolidated financial statements are the responsibility of the Company s management Our responsibility is to express an opinion on the Company s consolidated financial statements based on our audits We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U S federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB
We conducted our audits in accordance with the standards of the PCAOB Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement whether due to error or fraud Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements whether due to error or fraud and performing procedures that respond to those risks Such procedures included examining on a test basis evidence regarding the amounts and disclosures in the consolidated financial statements Our audits also included evaluating the accounting principles used and significant estimates made by management as well as evaluating the overall presentation of the consolidated financial statements We believe that our audits provide a reasonable basis for our opinion
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that 1 relate to accounts or disclosures that are material to the consolidated financial statements and 2 involved our especially challenging subjective or complex judgments The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements taken as a whole and we are not by communicating the critical audit matters below providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate
As described further in Note 6 to the consolidated financial statements the Company completed its acquisition of Olive June LLC Olive June on December 16 2024 The Company s accounting for the acquisition required the estimation of the fair value of assets acquired and liabilities assumed We identified the estimation of the fair value of the acquired trade name as a critical audit matter
The principal considerations for our determination that the valuation of the acquired trade name is a critical audit matter are that significant inputs and assumptions used to estimate the fair value of the trade name including revenue growth rates royalty rates and the discount rate applied by the valuation specialist have a high degree of estimation uncertainty This in turn led to a high degree of auditor judgment and subjectivity in performing procedures and evaluating audit evidence related to the aforementioned inputs and assumptions
We tested the design and operating effectiveness of key controls relating to evaluating the fair value model for the trade name and the development of related assumptions such as the estimated revenue growth rates royalty rates and the discount rate used in the valuation
We identified significant inputs and assumptions applied in the estimation of the fair value of the acquired trade name to determine whether the inputs and assumptions were relevant and complete in the circumstances and applied appropriately in the development of the fair value estimate
We evaluated the forecasted financial performance of the acquired business by comparing the projected amounts of revenue to actual historical performance or relevant industry data and reconciling significant differences
We utilized valuation specialists to evaluate the methodologies used whether they were acceptable for the underlying fair value determinations and whether such methodologies had been applied appropriately to evaluate the appropriateness of the discount rate used by developing an independent expectation and to test the royalty rate applied in the estimation of fair value of the trade name
As described further in Note 7 to the consolidated financial statements management evaluates goodwill for impairment at the reporting unit level annually or more frequently if events or circumstances indicate the carrying value of a reporting unit that includes goodwill might exceed the fair value of that reporting unit Due to the Company s sustained decline in stock price in the second quarter an interim triggering event was identified Further sustained declines and a revision of the Company s forecasted financial performance at year end indicated additional quantitative testing was required as of year end As a result of the year end quantitative testing management concluded the fair value of the Drybar definite lived trade name and Drybar reporting unit was impaired and recorded a 12 8 million and a 38 7 million impairment charge to Other intangible assets net of accumulated amortization and Goodwill respectively We identified the estimation of the fair values of certain definite lived trade names and trademark licenses totaling 90 0 million indefinite lived trade names totaling 54 0 million and five reporting units carrying value of goodwill totaling 861 9 million as a critical audit matter
The principal considerations for our determination that the estimation of fair values of the definite and indefinite lived intangible assets and reporting units is a critical audit matter are that there is high estimation uncertainty related to significant judgements and assumptions used to project the future cash flows including revenue growth rates royalty rates as applicable to definite and indefinite lived intangible assets operating expenses and discount rates Changes in these assumptions could materially affect the estimated fair values This in turn led to a high degree of auditor judgment and subjectivity in performing procedures and evaluating audit evidence related to the aforementioned significant inputs and assumptions
We tested the design and operating effectiveness of controls related to the quantitative impairment assessments including controls over the models and assumptions used in determining the fair values of the definite and indefinite lived intangible assets and reporting units
We identified significant inputs and assumptions applied in the estimation of the fair value of each reporting unit and evaluated whether the inputs and assumptions were complete and relevant in the circumstances and applied appropriately in the development of the fair value estimates
We evaluated the forecasted financial performance used as a basis for determining the fair value of each of the definite and indefinite lived intangible assets and reporting units by comparing the projected amounts of revenue operating expense and cash flows to actual historical performance or relevant industry data and reconciling significant differences
We reconciled the aggregate fair value of all of the Company s reporting units to the total enterprise value market capitalization plus long term debt of the Company as of the testing date and reconciled any difference in value by comparing to representative control premiums
We utilized valuation specialists to evaluate the methodologies used whether they were acceptable for the underlying fair value determinations and whether such methodologies had been applied appropriately the appropriateness of the discount rate and royalty rate used by the valuation specialist by developing an independent expectation
When used in these notes within this Annual Report on Form 10 K the Annual Report unless otherwise indicated or the context suggests otherwise references to the Company our Company Helen of Troy we us or our refer to Helen of Troy Limited and its subsidiaries which are all wholly owned We refer to our common shares par value 0 10 per share as common stock References to fiscal in connection with a numeric year number denotes our fiscal year ending on the last day of February during the year number listed References to the FASB refer to the Financial Accounting Standards Board References to GAAP refer to accounting principles generally accepted in the United States of America the U S References to ASU refer to the codification of GAAP in the Accounting Standards Updates issued by the FASB References to ASC refer to the codification of GAAP in the Accounting Standards Codification issued by the FASB
We incorporated as Helen of Troy Corporation in Texas in 1968 and were reorganized as Helen of Troy Limited in Bermuda in 1994 We are a leading global consumer products company offering creative products and solutions for our customers through a diversified portfolio of brands Our portfolio of brands includes OXO Hydro Flask Osprey Vicks Braun Honeywell PUR Hot Tools Drybar Curlsmith Revlon and Olive June among others As of February 28 2025 we operated two reportable segments Home Outdoor and Beauty Wellness
Our Home Outdoor segment offers a broad range of outstanding world class brands that help consumers enjoy everyday living inside their homes and outdoors Our innovative products for home activities include food preparation and storage cooking cleaning organization and beverage service Our outdoor performance range on the go food storage and beverageware includes lifestyle hydration products coolers and food storage solutions backpacks and travel gear The Beauty Wellness segment provides consumers with a broad range of outstanding world class brands for beauty and wellness In Beauty we deliver innovation through products such as hair styling appliances grooming tools liquid and aerosol personal care products and nail care solutions that help consumers look and feel more beautiful In Wellness we are there when you need us most with highly regarded humidifiers thermometers water and air purifiers heaters and fans
Our business is seasonal due to different calendar events holidays and seasonal weather and illness patterns Our fiscal reporting period ends on the last day in February Historically our highest sales volume and operating income occur in our third fiscal quarter ending November 30th We purchase our products from unaffiliated manufacturers most of which are located in China Mexico Vietnam and the U S
During fiscal 2023 we initiated a global restructuring plan intended to expand operating margins through initiatives designed to improve efficiency and effectiveness and reduce costs referred to as Project Pegasus See Note 11 for additional information
On December 16 2024 we completed the acquisition of Olive June LLC Olive June an innovative omni channel nail care brand Olive June products deliver a salon quality experience at home and include nail polish press on nails manicure and pedicure systems grooming tools and nail care essentials The Olive June brand and products were added to the Beauty Wellness segment The total purchase consideration consists of initial cash consideration of 229 4 million net of cash acquired which included a preliminary net working capital adjustment and is subject to certain customary
closing adjustments and contingent cash consideration of up to 15 0 million subject to Olive June s performance during calendar years 2025 2026 and 2027 payable annually See Note 6 for additional information
On April 22 2022 we completed the acquisition of Recipe Products Ltd a producer of innovative prestige hair care products for all types of curly and wavy hair under the Curlsmith brand Curlsmith The Curlsmith brand and products were added to the Beauty Wellness segment The total purchase consideration was 147 9 million in cash net of a final net working capital adjustment and cash acquired See Note 6 for additional information
During fiscal 2023 we divested certain assets within our Beauty Wellness segment s Latin America and Caribbean mass channel personal care business which included liquid powder and aerosol products under brands such as Pert Brut Sure and Infusium Personal Care to HRB Brands LLC for 1 8 million in cash and recognized a gain on the sale in SG A totaling 1 3 million The net assets sold included inventory certain net trade receivables fixed assets and certain accrued sales discounts and allowances relating to our Personal Care business
The accompanying consolidated financial statements are prepared in accordance with GAAP and include all of our subsidiaries Our consolidated financial statements are prepared in U S Dollars All intercompany balances and transactions are eliminated in consolidation
The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes Actual results may differ materially from those estimates
Cash equivalents include all highly liquid investments with an original maturity of three months or less We maintain cash and cash equivalents at several financial institutions which at times may not be federally insured or may exceed federally insured limits We have not experienced any losses in such accounts and believe we are not exposed to any significant credit risks on such accounts We consider money market accounts to be cash equivalents
Our receivables are comprised of trade receivables from customers primarily in the retail industry offset by an allowance for credit losses Our allowance for credit losses reflects our best estimate of expected credit losses over the receivables term determined principally based on historical experience specific allowances for known at risk accounts and consideration of current economic conditions and management s expectations of future economic conditions Our policy is to write off receivables when we have determined they will no longer be collectible Write offs are applied as a reduction to the allowance for credit losses and any recoveries of previous write offs are netted against bad debt expense in the period recovered
of our gross trade receivables respectively As of February 29 2024 our significant concentration of credit risk with three major customers represented approximately 20 14 and 12 of our gross trade receivables respectively In addition as of February 28 2025 and February 29 2024 approximately
The U S Dollar is the functional currency for the Company and all of its subsidiaries and is also the reporting currency for the Company therefore we do not have a translation adjustment recorded through accumulated other comprehensive income All our non U S subsidiaries transactions denominated in other currencies have been remeasured into U S Dollars using exchange rates in effect on the date each transaction occurred In our consolidated statements of income foreign currency exchange rate gains and losses resulting from the remeasurement of foreign income taxes receivables and payables and deferred income tax assets and liabilities are recognized in income tax benefit expense and all other foreign currency exchange rate gains and losses are recognized in SG A
We mitigate certain foreign currency exchange rate risk by using forward contracts to protect against the foreign currency exchange rate risk inherent in our transactions denominated in foreign currencies For additional information on our derivatives see Financial Instruments below
Our inventory consists almost entirely of finished goods Inventories are stated at the lower of average cost or net realizable value We write down a portion of our inventory to net realizable value based on the historical sales trends of products and estimates about future demand and market conditions among other factors Our average costs include the amounts we pay manufacturers for product tariffs and duties associated with transporting product across national borders freight costs associated with transporting the product from our manufacturers to our distribution facilities and general and administrative expenses directly attributable to acquiring inventory as applicable
General and administrative expenses directly attributable to acquiring inventory include all the expenses of operating our sourcing activities and expenses incurred for packaging We capitalized 23 6 million 23 4 million and 22 9 million of such general and administrative expenses into inventory during fiscal 2025 2024 and 2023 respectively We estimate that 9 7 million and 8 9 million of general and administrative expenses directly attributable to the procurement of inventory were included in our inventory balances on hand at February 28 2025 and February 29 2024 respectively
The Cost of goods sold line item in the consolidated statements of income is comprised of the book value of inventory sold to customers during the reporting period and depreciation expense of tooling molds and other production equipment When circumstances dictate that we use net realizable value as the basis for recording inventory we base our estimates on expected future selling prices less expected disposal costs
For both fiscal 2025 and 2024 finished goods purchased from vendors in Asia comprised approximately 79 of total finished goods purchased compared to 87 for fiscal 2023 For fiscal 2025 2024 and 2023 finished goods purchased from vendors in China comprised approximately 63 62 and 73 respectively of total finished goods purchased During fiscal 2025 we had two vendors located in China who each fulfilled approximately 7 of our product requirements compared to two vendors located in China who fulfilled approximately 7 and 5 for fiscal 2024 During fiscal 2023 we had two vendors located in China who each fulfilled approximately 6 of our product requirements Additionally during fiscal 2025 we had one vendor located in Mexico who fulfilled approximately 14 of our product requirements compared to approximately 12 and 7 for fiscal 2024 and 2023 respectively For fiscal 2025 2024 and 2023 our top two vendors combined fulfilled approximately 21 19 and 13 of our product requirements respectively For fiscal 2025 2024 and 2023 our top five vendors fulfilled approximately 36 33 and 29 of our product requirements respectively
These assets are primarily recorded at cost or fair value if acquired as part of a business combination Depreciation is recorded on a straight line basis over the estimated useful lives of the assets Expenditures for repair and maintenance of property and equipment are expensed as incurred For tax purposes accelerated depreciation methods are used where allowed by tax laws
A significant portion of our sales are made subject to trademark license agreements with various licensors Our license agreements are reported on our consolidated balance sheets at cost less accumulated amortization The cost of our license agreements represent amounts paid to licensors to acquire the license or to alter the terms of the license in a manner that we believe to be in our best interest Certain licenses have extension terms that may require additional payments to the licensor as part of the terms of renewal We capitalize costs incurred to renew or extend the term of a license agreement and amortize such costs on a straight line basis over the remaining term or economic life of the agreement whichever is shorter Royalty payments are not included in the cost of license agreements Royalty expense under our license agreements is recognized as incurred and is included in our consolidated statements of income in SG A Net sales revenue subject to trademark license agreements the majority of which require royalty payments comprised approximately 36 37 and 40 of consolidated net sales revenue for fiscal 2025 2024 and 2023 respectively During fiscal 2025 one license agreement accounted for net sales revenue of approximately 10 of consolidated net sales revenue No other trademark license agreements had associated net sales revenue that accounted for 10 or more of consolidated net sales revenue
We also sell products under trade names that we own for which we have registered trademarks Trade names that we acquire through acquisition from other entities are generally recorded on our consolidated balance sheets based upon the appraised fair value of the acquired asset net of any accumulated amortization and impairment charges Costs associated with developing trade names internally are recorded as expenses in the period incurred In certain instances where trade names have readily determinable useful lives we amortize their costs on a straight line basis over such lives In some instances we have determined that such acquired assets have an indefinite useful life In these cases no amortization is recorded Patents acquired through acquisition if material are recorded on our consolidated balance sheets based upon the appraised value of the acquired patents and amortized over the remaining life of the patent Additionally we incur certain costs in connection with the design and development of products to be covered by patents which are capitalized as incurred and amortized on a straight line basis over the life of the patent in the jurisdiction filed typically 12 to 14 years
Other intangible assets include customer relationships customer lists and non compete agreements that we acquired These are recorded on our consolidated balance sheets based upon the fair value of the acquired asset and amortized on a straight line basis over the remaining life of the asset as determined either by a third party appraisal or the term of any controlling agreements
Goodwill is recorded as the difference if any between the aggregate consideration paid and the fair value of the net tangible and intangible assets acquired in the acquisition of a business The fair value of our assets acquired and liabilities assumed as well as liabilities arising from contingent consideration are typically based upon valuations performed by independent third party appraisers
We review goodwill and indefinite lived intangible assets for impairment on an annual basis or more frequently whenever events or changes in circumstances indicate that their carrying value may not be recoverable We consider whether circumstances or conditions exist which suggest that the carrying
value of our goodwill and indefinite lived intangible assets might be impaired If such circumstances or conditions exist we perform a qualitative assessment to determine whether it is more likely than not that the assets are impaired We evaluate goodwill at the reporting unit level operating segment or one level below an operating segment We operate two reportable segments Home Outdoor and Beauty
recorded If the results of the qualitative assessment indicate that it is more likely than not that the assets are impaired further steps are required in order to determine whether the carrying value of each reporting unit and indefinite lived intangible assets exceeds its fair market value An impairment charge is recognized to the extent the goodwill or indefinite lived intangible asset recorded exceeds the reporting unit s or asset s fair value We perform our annual impairment testing for goodwill and indefinite lived intangible assets as of the beginning of the fourth quarter of our fiscal year see Note 7
We review intangible assets with definite lives and long lived assets held and used if a triggering event occurs during the reporting period If such circumstances or conditions exist further steps are required in order to determine whether the carrying value of each of the individual assets exceeds its fair market value If our analysis indicates that an individual asset s carrying value does exceed its fair market value the next step is to record a loss equal to the excess of the individual asset s carrying value over its fair value We evaluate any long lived assets held for sale quarterly to determine if estimated fair value less cost to sell has changed during the reporting period
The assumptions and estimates used in our impairment testing involve significant elements of subjective judgment and analysis by management While we believe that the estimates and assumptions we use are reasonable at the time made changes in business conditions or other unanticipated events and circumstances may occur that cause actual results to differ materially from projected results and this could potentially require future adjustments to our asset valuations
Intangible assets consist primarily of trademark license agreements trade names customer relationships and lists patents and non compete agreements We amortize intangible assets over their economic useful lives unless those assets economic useful lives are indefinite If an intangible asset s economic useful life is deemed indefinite that asset is not amortized The determination of the economic useful life of an intangible asset requires a significant amount of judgment and entails significant subjectivity and uncertainty When we acquire an intangible asset we consider factors such as our plans for the asset the market for products associated with the asset economic factors any legal regulatory or contractual provisions and industry trends We consider these same factors when reviewing the economic useful lives of our previously acquired intangible assets as well We review the economic useful lives of our intangible assets at least annually We complete our analysis of the remaining useful economic lives of our intangible assets during the fourth quarter of each fiscal year or when a triggering event occurs For certain intangible assets subject to amortization we use the straight line method over appropriate periods ranging from 5 to 40 years for trademark licenses 15 to 30 years for trade names 4 5 to 24 years for customer relationships and lists and 5 to 20 years for other definite lived intangible assets see Note 7
We use foreign currency forward contracts to manage our exposure to changes in foreign currency exchange rates In addition we use interest rate swaps to manage our exposure to changes in interest rates All of our derivative assets and liabilities are recorded at fair value Derivatives for which we have elected and qualify for hedge accounting include certain of our forward contracts foreign currency contracts and interest rate swaps Our foreign currency contracts and interest rate swaps are designated as cash flow hedges and changes in fair value are recorded in Other Comprehensive Loss Income OCI until the hedge transaction is settled at which point amounts are reclassified from Accumulated Other Comprehensive Income AOCI to our consolidated statements of income We
evaluate our derivatives designated as cash flow hedges each quarter to assess hedge effectiveness Foreign currency derivatives for which we have not elected hedge accounting consist of certain forward contracts and any changes in the fair value of these derivatives are recorded in our consolidated statements of income These undesignated derivatives are used to hedge monetary net asset and liability positions Cash flows from our foreign currency derivatives and interest rate swaps are classified as cash flows from operating activities in our consolidated statements of cash flows which is consistent with the classification of the cash flows from the underlying hedged item Accordingly we present interest paid net of cash flows from our interest rate swaps as supplemental information to our consolidated statements of cash flows We do not enter into any derivatives or similar instruments for trading or other speculative purposes We also invest in U S Treasury Bills as a component of our capital management strategy which are recorded at amortized cost See Notes 14 15 and 16 for more information on our fair value measurements investments and derivatives
The provision for income tax expense is calculated on reported income before income taxes based on current tax law and includes in the current period the cumulative effect of any changes in tax rates from those used previously in determining deferred tax assets and liabilities Tax laws may require items to be included in the determination of taxable income at different times from when the items are reflected in the financial statements Deferred tax balances reflect the effects of temporary differences between the financial statement carrying amounts of assets and liabilities and their tax bases as well as from net operating losses and tax credit carryforwards and are stated at enacted tax rates in effect for the year taxes are expected to be paid or recovered
Deferred tax assets represent tax benefits for tax deductions or credits available in future years and require certain estimates and assumptions to determine whether it is more likely than not that all or a portion of the benefit will not be realized The recoverability of these future tax deductions and credits is determined by assessing the adequacy of future expected taxable income from all sources including the future reversal of existing taxable temporary differences taxable income in carryback years estimated future taxable income and available tax planning strategies Should a change in facts or circumstances lead to a change in judgment about the ultimate recoverability of a deferred tax asset we record or adjust the related valuation allowance in the period that the change in facts and circumstances occurs along with a corresponding increase or decrease in income tax expense
We record tax benefits for uncertain tax positions based upon management s evaluation of the information available at the reporting date To be recognized in the financial statements the tax position must meet the more likely than not threshold that the position will be sustained upon examination by the tax authority based on its technical merits assuming the tax authority has full knowledge of all relevant information For positions meeting this recognition threshold the benefit is measured as the largest amount that has greater than a 50 percent likelihood of being realized upon ultimate settlement We reevaluate these uncertain tax positions on a quarterly basis This evaluation is based on factors including but not limited to changes in facts or circumstances changes in tax law effectively settled issues under audit historical experience with similar tax matters guidance from our tax advisors and new audit activity For tax positions that do not meet the threshold requirement we record liabilities for unrecognized tax benefits as a tax expense or benefit in the period recognized or reversed in our consolidated financial statements including related accrued interest and penalties
Our revenue is primarily generated from the sale of non customized consumer products to customers These products are promised goods that are distinct performance obligations Revenue is recognized when control of and title to the product sold transfers to the customer in accordance with applicable shipping terms which can occur on the date of shipment or the date of receipt by the customer
We measure revenue as the amount of consideration for which we expect to be entitled in exchange for transferring goods We allow for sales returns for defects in material and workmanship for periods ranging from one to five years which are accounted for as variable consideration We recognize an accrual for sales returns to reduce sales to reflect our best estimate of future customer returns determined principally based on historical experience and specific allowances for known pending returns
Certain customers may receive cash incentives such as customer trade and advertising discounts as well as other customer related programs which are also accounted for as variable consideration In some cases we apply judgment such as contractual rates and historical payment trends when estimating variable consideration Most of our variable consideration is classified as a reduction to net sales In instances when we purchase a distinct good or service from our customer and fair value can be reasonably estimated these amounts are expensed in our consolidated statements of income in SG A The amount of consideration granted to customers recorded in SG A was
Sales taxes and other similar taxes are excluded from revenue We have elected to account for shipping and handling activities as a fulfillment cost as permitted by the guidance We generally do not have unsatisfied performance obligations since our performance obligations are satisfied at a single point in time
Advertising costs include cooperative retail advertising with our customers traditional and digital media advertising and production expenses and expenses associated with other promotional product messaging and consumer awareness programs Advertising costs are expensed in the period in which they are incurred and included in our consolidated statements of income in SG A We incurred total advertising costs of
Research and development expenses consist primarily of internal salary and employee benefit expenses and external contracted development efforts and expenses associated with development of products Expenditures for research activities relating to product design engineering development and improvement are generally charged to expense as incurred and are included in our consolidated statements of income in SG A We incurred total research and development expenses of 53 9 million 56 5 million and 47 8 million during fiscal 2025 2024 and 2023 respectively
Shipping and handling revenue and expense are included in our consolidated statements of income in SG A This includes distribution facility costs third party logistics costs and outbound transportation costs we incur Our net expense for shipping and handling was 156 6 million 156 7 million and 162 0 million during fiscal 2025 2024 and 2023 respectively
We grant share based compensation awards to non employee directors and certain associates under our equity plans We measure the cost of services received in exchange for equity awards which include grants of restricted stock awards RSAs restricted stock units RSUs performance stock awards PSAs and performance stock units PSUs based on the fair value of the awards on the grant date
These awards may be subject to attainment of certain service conditions performance conditions and or market conditions Share based compensation expense is recognized over the requisite service period during which the employee is required to provide service in exchange for the award unless the awards are subject to performance conditions Performance Condition Awards in which case we recognize compensation expense over the requisite service period to the extent performance conditions are considered probable Estimating the number of shares of Performance Condition Awards that are probable of vesting requires judgment and to the extent actual results or updated estimates differ from our current estimates such amounts will be recorded as a cumulative adjustment to share based compensation expense in the period estimates are revised Share based compensation expense is recorded ratably for PSAs and PSUs subject to attainment of market conditions Market Condition Awards during the requisite service period and is not reversed except for forfeitures at the vesting date regardless of whether the market condition is met We recognize forfeitures as they occur All share based compensation expense is recorded net of forfeitures in our consolidated statements of income
The grant date fair value of RSAs RSUs PSAs and PSUs is determined using the closing price of our common stock on the date of grant except for Market Condition Awards in which case we use a Monte Carlo simulation model The Monte Carlo simulation model utilizes multiple input variables to estimate the probability that market conditions will be achieved and is applied to the closing price of our common stock on the date of grant See Note 8 for further information on our share based compensation plans
which provides updates to qualitative and quantitative reportable segment disclosure requirements including enhanced disclosures about significant segment expenses and increased interim disclosure requirements among others The amendments in ASU 2023 07 are effective for fiscal years beginning after December 15 2023 and interim periods within fiscal years beginning after December 15 2024 Early adoption is permitted and the amendments should be applied retrospectively This ASU was effective for our Form 10 K for fiscal 2025 and will be effective for our Form 10 Q for the first quarter of fiscal 2026 We adopted this ASU during the fourth quarter of fiscal 2025 and the adoption did not have a material impact on our consolidated financial statement disclosures
which requires disaggregation of certain expenses in the notes to the financial statements in order to provide enhanced transparency into the expense captions presented on the face of the income statement The amendments in ASU 2024 03 are effective for fiscal years beginning after December 15 2026 and interim periods within fiscal years beginning after December 15 2027 with early adoption permitted The amendments should be applied prospectively however retrospective application is also permitted This ASU will be effective for our Form 10 K for fiscal 2028 and our Form 10 Q for the first quarter of fiscal 2029 We are currently evaluating the impact this ASU may have on our consolidated financial statement disclosures
which provides qualitative and quantitative updates to the rate reconciliation and income taxes paid disclosures among others to enhance the transparency of income tax disclosures including consistent categories and greater disaggregation of information in the rate reconciliation and disaggregation by jurisdiction of income taxes paid The amendments in ASU 2023 09 are effective for
fiscal years beginning after December 15 2024 with early adoption permitted The amendments should be applied prospectively however retrospective application is also permitted This ASU will be effective for our Form 10 K for fiscal 2026 We are currently evaluating the impact this ASU may have on our consolidated financial statement disclosures
We determine if an arrangement is or contains a lease at contract inception and determine its classification as an operating or finance lease at lease commencement We primarily have leases for office space which are classified as operating leases Operating leases are included in operating lease assets accrued expenses and other current liabilities and lease liabilities non current in our consolidated balance sheets Operating lease assets and operating lease liabilities are recognized based on the present value of the future lease payments over the lease term at commencement date As most of our lease contracts do not provide an explicit interest rate we use an estimated secured incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments
We include options to extend or terminate the lease in the lease term for accounting considerations when it is reasonably certain that we will exercise that option Our leases have remaining lease terms of less than 1 year to 20 years Operating lease expense for lease payments is recognized on a straight line basis over the lease term We do not recognize leases with an initial term of twelve months or less on the balance sheet and instead recognize the related lease payments as expense in the consolidated statements of income on a straight line basis over the lease term We account for lease and non lease components as a single lease component for all asset classes Our lease agreements do not contain any material residual value guarantees or material restrictive covenants
Operating lease expense recognized within SG A in the consolidated statements of income was 15 8 million 14 8 million and 16 3 million for fiscal 2025 2024 and 2023 respectively and includes short term lease expense of 4 7 million 4 6 million and 6 4 million for fiscal 2025 2024 and 2023 respectively The non cash component of lease expense is included as an adjustment to reconcile net income to net cash provided by operating activities in the consolidated statements of cash flows
We recorded 36 2 million 33 2 million and 26 4 million of depreciation expense including 11 9 million 12 6 million and 13 0 million in cost of goods sold and 24 3 million 20 6 million and 13 4 million in SG A in the consolidated statements of income for fiscal 2025 2024 and 2023 respectively
On September 28 2023 we completed the sale of our distribution and office facilities in El Paso Texas for a sales price of 50 6 million less transaction costs of 1 1 million Concurrently we entered into an agreement to leaseback the office facilities for a period of up to 18 months substantially rent free which we estimated to have a fair value of approximately 1 9 million The transaction qualified for sales recognition under the sale leaseback accounting requirements Accordingly we increased the sales price by the 1 9 million of prepaid rent and recognized a gain on the sale of 34 2 million within SG A during fiscal 2024 of which 18 0 million and 16 2 million was recognized by our Beauty Wellness and Home Outdoor segments respectively The related property and equipment totaling 17 2 million net of accumulated depreciation of 36 8 million was derecognized from the consolidated balance sheet and at lease commencement we recorded an operating lease asset which includes the imputed rent payments described above and an operating lease liability See Note 3 for additional information regarding our leases We used the proceeds from the sale to repay amounts outstanding under our long term debt agreement
On December 16 2024 we completed the acquisition of 100 of the membership interests of Olive June an innovative omni channel nail care brand Olive June products deliver a salon quality experience at home and include nail polish press on nails manicure and pedicure systems grooming tools and nail care essentials The acquisition of Olive June complements and broadens our existing Beauty portfolio beyond the hair care category The Olive June brand and products were added to the Beauty Wellness segment The total purchase consideration consists of initial cash consideration of 229 4 million net of cash acquired which included a preliminary net working capital adjustment of 5 3 million and is subject to certain customary closing adjustments and contingent cash consideration of up to 15 0 million subject to Olive June s performance during calendar years 2025 2026 and 2027 payable annually The acquisition was funded with cash on hand and borrowings under our existing revolving credit facility We incurred pre tax acquisition related expenses of 3 0 million during fiscal 2025 which were recognized in SG A within our consolidated statement of income
The contingent cash consideration of up to 15 0 million is payable annually in three equal installments subject to Olive June achieving certain annual adjusted earnings before interest taxes depreciation and amortization EBITDA targets during calendar years 2025 2026 and 2027 If the annual adjusted EBITDA target is not met no payment is required As of the acquisition date we recorded a liability for the estimated fair value of the contingent consideration of 4 1 million of which 1 8 million and 2 3 million was included within accrued expenses and other current liabilities and other liabilities non current respectively in our consolidated balance sheet This contingent consideration liability will be remeasured at fair value each reporting period until the contingency is resolved with changes in fair value recognized in SG A See Note 14 for additional information regarding the estimated fair value of our contingent consideration liability
We accounted for the acquisition as a purchase of a business and recorded the excess of the purchase price over the provisionally determined estimated fair value of the assets acquired and liabilities assumed as goodwill Adjustments to these provisional amounts may be made during the measurement period as we continue to obtain and evaluate information necessary to finalize these amounts The goodwill recognized is attributable primarily to expected synergies including leveraging our operational scale existing customer relationships and distribution capabilities The goodwill is expected to be deductible for income tax purposes We have provisionally determined the appropriate fair values of the acquired intangible assets and completed our analysis of the economic lives of the assets acquired We assigned 51 0 million to trade names and are amortizing over a 15 year expected life We assigned 8 0 million to customer relationships and are amortizing over a 8 5 year expected life based on historical attrition rates We assigned 1 6 million to non compete agreements and are amortizing over a 5 year expected life
Represents approximately eleven weeks of operating results from Olive June acquired December 16 2024 Net loss and EPS amounts include acquisition related expenses share based compensation expense amortization expense interest expense and income tax expense
The following supplemental unaudited pro forma information presents our financial results as if the acquisition of Olive June had occurred on March 1 2023 This supplemental pro forma information has been prepared for comparative purposes and does not necessarily indicate what may have occurred if the acquisition had been completed on March 1 2023 and this information is not intended to be indicative of future results
Pro forma net income and EPS amounts for fiscal 2025 include acquisition related expenses incurred by Olive June and the Company of 8 9 million and 3 0 million respectively amortization expense of 4 7 million and interest expense of 2 4 million
These amounts have been calculated after adjusting the results of Olive June to reflect the effect of income taxes and amortization expense for definite lived intangible assets recognized as part of the business combination as if the acquisition had occurred on March 1 2023
On April 22 2022 we completed the acquisition of Recipe Products Ltd a producer of innovative prestige hair care products for all types of curly and wavy hair under the Curlsmith brand Curlsmith s products are a category leader in the prestige market for curly hair and include conditioners shampoos and co washes purposefully designed for the unique joys and challenges of all types of curls and textured hair The Curlsmith brand and products were added to the Beauty Wellness segment The total purchase consideration was 147 9 million in cash net of a final net working capital adjustment of 2 1 million and cash acquired The acquisition was funded with cash on hand and borrowings under our existing revolving credit facility We incurred pre tax acquisition related expenses of 2 7 million during fiscal 2023 which were recognized in SG A within our consolidated statement of income
We accounted for the acquisition as a purchase of a business and recorded the excess of the purchase price over the estimated fair value of the assets acquired and liabilities assumed as goodwill The goodwill recognized is attributable primarily to expected synergies including leveraging our Beauty Wellness segment s existing marketing and sales structure as well as our global sourcing distribution shared services and international go to market capabilities The goodwill is not expected to be deductible for income tax purposes
During fiscal 2023 we made adjustments to provisional asset and liability balances which resulted in a corresponding net increase to goodwill of 0 1 million We also finalized the net working capital adjustment during fiscal 2023 which resulted in a 1 8 million reduction to the total purchase consideration and goodwill During the first quarter of fiscal 2024 we made final adjustments to provisional liability balances which resulted in a corresponding increase to goodwill of 0 3 million
Represents approximately forty five weeks of operating results from Curlsmith acquired April 22 2022 Net income and EPS amounts include allocations for corporate expenses interest expense and income tax expense
The following supplemental unaudited pro forma information presents our financial results as if the acquisition of Curlsmith had occurred on March 1 2021 This supplemental pro forma information has been prepared for comparative purposes and does not necessarily indicate what may have occurred if the acquisition had been completed on March 1 2021 and this information is not intended to be indicative of future results
These amounts have been calculated after applying our accounting policies and adjusting the results of Curlsmith to reflect the effect of definite lived intangible assets recognized as part of the business combination on amortization expense as if the acquisition had occurred on March 1 2021
On December 29 2021 we completed the acquisition of Osprey a longtime U S leader in technical and everyday packs During fiscal 2023 we finalized the net working capital adjustment which resulted in a 1 6 million reduction to the total purchase consideration and goodwill The total purchase consideration net of cash acquired was 409 3 million in cash including the impact of the final net working capital adjustment We incurred pre tax acquisition related expenses of 0 1 million during fiscal 2023 which were recognized in SG A within our consolidated statement of income
Amortization expense is recorded for intangible assets with definite useful lives and is reported within SG A in our consolidated statements of income Some of our goodwill is held in jurisdictions that allow deductions for tax purposes however in some of those jurisdictions we have no tax basis for the associated goodwill recorded Accordingly some of our goodwill is not deductible for tax purposes We perform annual impairment testing each fiscal year and interim impairment testing if necessary as described in Note 1 We write down any asset deemed to be impaired to its fair value
During the second quarter of fiscal 2025 we concluded that a goodwill impairment triggering event had occurred primarily due to a sustained decline in our stock price Additional factors that contributed to this conclusion included current macroeconomic trends and uncertainty surrounding inflation and high interest
rates which negatively impact consumer disposable income credit availability spending and overall consumer confidence These factors were applicable to all of our reporting units which resulted in us performing quantitative goodwill impairment testing on all of our reporting units We considered whether these events and circumstances would affect any other assets and concluded we should perform quantitative impairment testing on our indefinite lived trademark licenses and trade names and our definite lived trademark licenses trade names and customer relationships and lists We performed quantitative impairment testing on our goodwill and intangible assets described above and determined none were impaired
During the fourth quarter of fiscal 2025 we concluded a goodwill impairment triggering event had occurred due to a continued sustained decline in our stock price resulting in our carrying value excluding long term debt exceeding the Company s total enterprise value market capitalization plus long term debt Additional factors that contributed to this conclusion included downward revisions to our internal forecasts and strategic long term plans These factors were applicable to all of our reporting units and indefinite lived and definite lived trademark licenses and trade names Thus we performed quantitative impairment testing on our goodwill and intangible assets described above
We estimate the fair value of our trade names and trademark licenses using the relief from royalty method income approach which is based upon projected future discounted cash flows DCF Model Our indefinite lived and definite lived trademark license and trade name testing resulted in an impairment charge of 12 8 million to reduce the carrying value of our Drybar definite lived trade name to an estimated fair value of 7 0 million Our Drybar business is a separate reporting unit and is included within our Beauty Wellness segment We estimate the fair value of our reporting units using an income approach based upon projected future discounted cash flows Our goodwill impairment testing resulted in an impairment charge of 38 7 million to reduce the goodwill of our Drybar reporting unit Our Drybar business has continued to experience a decline in net sales revenue due to lower consumer demand increased competition and net distribution declines all of which have contributed to reduced earnings and cash flows In connection with our annual budgeting and forecasting process management reduced its forecasts of Drybar s net sales revenue growth gross margin and earnings before interest and taxes which also resulted in management selecting a lower royalty rate Refer to Note 14 for additional information on our valuation method and related assumptions and estimates For additional information regarding the testing and analysis performed refer to Item 7 Management s Discussion and Analysis of Financial Condition and Results of Operations including Critical Accounting Policies and Estimates included within this Annual Report
We performed our annual impairment testing of our goodwill and indefinite lived intangible assets during the fourth quarter of fiscal 2024 and 2023 and determined based on our qualitative assessment that it was not more likely than not that the fair value of each reporting unit and indefinite lived intangible asset was lower than its carrying value Therefore quantitative testing in fiscal 2024 and 2023 was not required Accordingly no impairment charges were recorded during fiscal 2024 and 2023
Balances as of February 28 2025 include intangible assets recorded in connection with the acquisition of Olive June on December 16 2024 For additional information see Note 6 In addition balances as of February 28 2025 reflect an impairment charge of 12 8 million to reduce the gross carrying amount of our Drybar trade name to a fair value of 7 0 million
During the fiscal year we had equity activity under one expired and two active share based compensation plans The expired plan consists of the 2008 Stock Incentive Plan the 2008 Plan The active plans consist of the 2018 Stock Incentive Plan the 2018 Plan and the 2018 Employee Stock Purchase Plan the 2018 ESPP The plans are administered by the Compensation Committee of the Board of Directors which consists of non employee directors who are independent under the applicable listing standards for companies traded on the NASDAQ Stock Market LLC
On August 22 2018 our shareholders approved the 2018 Plan The 2018 Plan permits the granting of stock options stock appreciation rights RSAs RSUs PSAs PSUs and other stock based awards The aggregate number of shares for issuance under the 2018 Plan will not exceed 2 000 000 shares and as of February 28 2025 493 635 shares were available for issuance
On August 22 2018 our shareholders approved the 2018 ESPP The aggregate number of shares of common stock that may be purchased under the 2018 ESPP will not exceed 750 000 shares Under the terms of the plan associates may authorize the withholding of up to 15 of their wages or salaries to purchase our shares of common stock not to exceed 25 000 of the fair market value of such shares for any calendar year The purchase price for shares acquired under the 2018 ESPP is equal to the lower of 85 of the share s fair market value on either the first day of each option period or the last day of each period The plan will expire by its terms on September 1 2028 Shares of common stock purchased under the 2018 ESPP vest immediately at the time of purchase During fiscal 2025 there were 52 826 shares purchased under the plan
There have been no new grants of options since fiscal 2017 and all options outstanding at February 29 2024 and February 28 2025 were exercisable A summary of stock option activity under our 2008 plan was as follows
During fiscal 2025 we issued under the 2018 Plan 9 752 RSAs to non employee members of the Board of Directors with a total grant date fair value of 0 8 million or 80 53 per share The RSAs vested immediately and accordingly were expensed immediately The total fair value of RSAs granted to our non employee members of the Board of Directors that vested immediately on grant dates in both fiscal 2024 and 2023 was 0 8 million
We grant RSAs and RSUs to associates which primarily vest ratably over three or four years or have specified graded vesting terms over 3 years Service Condition Awards A summary of Service Condition Awards activity during fiscal 2025 follows
The total fair value of Service Condition Awards that vested in fiscal 2025 2024 and 2023 was 8 8 million 6 2 million and 10 2 million respectively The weighted average grant date fair value of Service Condition Awards granted during fiscal 2025 2024 and 2023 was 99 20 109 97 and 195 90 respectively
We grant Performance Condition Awards to certain officers and associates which cliff vest after three years The vesting of these awards is contingent upon meeting one or more defined operational performance metrics over a three year performance period The quantity of shares ultimately awarded can range from 0 to 200 of Target as defined in the award agreement as 100 based on the level of achievement against the defined operational performance metrics A summary of Performance Condition Awards activity during fiscal 2025 follows and reflects all PSAs granted and outstanding at maximum achievement of 200 of Target
No Performance Condition Awards vested in fiscal 2025 The total fair value of Performance Condition Awards that vested in fiscal 2024 and 2023 was 7 5 million and 37 8 million respectively The weighted average grant date fair value of Performance Condition Awards granted during fiscal 2025 2024 and 2023 was 89 50 110 83 and 204 20 respectively
We grant Market Condition Awards to certain officers and associates which cliff vest after three years The vesting of these awards is contingent upon meeting specified stock price return targets compared to a predetermined peer group over a three year period The quantity of shares ultimately awarded can range from 0 to 200 of Target as defined in the award agreement as 100 based on the level of
The fair value of our Market Condition Awards are estimated using a Monte Carlo simulation model The Monte Carlo simulation model utilizes multiple input variables to estimate the probability that market conditions will be achieved and is applied to the closing price of our common stock on the date of grant The input variables utilized are included in the table below
The expected term is consistent with the explicit service period and the risk free interest rate is based on U S Treasury securities with maturities equal to the expected term of the awards Expected volatility is based equally on the historical volatility of our stock prices over the expected term of the awards and at the money call options traded on or near the grant date of the awards
As of February 28 2025 our total unrecognized share based compensation for all awards was 26 8 million which will be recognized over a weighted average amortization period of 2 2 years The total unrecognized share based compensation reflects an estimate of Target achievement for Performance Condition Awards granted during fiscal 2025 and 2024 and an estimate of zero percent of Target achievement for Performance Condition Awards granted during fiscal 2023
In August 2024 our Board of Directors authorized the repurchase of up to 500 million of our outstanding common stock The authorization became effective August 20 2024 for a period of three years and replaced our former repurchase authorization of which approximately 245 3 million remained These repurchases may include open market purchases privately negotiated transactions block trades accelerated stock repurchase transactions or any combination of such methods As of February 28 2025 our repurchase authorization allowed for the purchase of 499 9 million of common stock
Our current equity based compensation plans include provisions that allow for the net exercise of share settled awards by all plan participants In a net exercise any required payroll taxes federal withholding taxes and exercise price of the shares due from the option or other share based award holders are settled by having the holder tender back to us a number of shares at fair value equal to the amounts due Net exercises are treated as purchases and retirements of shares
As part of our global restructuring plan Project Pegasus we incur severance and employee related costs professional fees contract termination costs and other exit and disposal costs which are recorded as Restructuring charges in the consolidated statements of income Severance and employee related costs consist primarily of salary continuation benefits prorated annual incentive compensation based on eligibility outplacement services and continuation of health benefits Severance and employee related benefits are pursuant to our severance plan and are accounted for in accordance with ASC 712
based upon the characteristics of the termination benefits pursuant to our severance plan Severance and employee related costs are recognized when the benefits are determined to be probable of being paid and reasonably estimable Professional fees contract termination costs and other exit and disposal costs are accounted for in accordance with ASC 420
and are recognized as incurred Restructuring accruals are based upon management estimates at the time and are subject to change depending upon changes in facts and circumstances subsequent to the date the original liability was recorded
During fiscal 2023 we initiated Project Pegasus a global restructuring plan intended to expand operating margins through initiatives designed to improve efficiency and effectiveness and reduce costs Project Pegasus includes initiatives to further optimize our brand portfolio streamline and simplify the organization accelerate and amplify cost of goods savings projects enhance the efficiency of our supply chain network optimize our indirect spending and improve our cash flow and working capital as well as other activities These initiatives have created operating efficiencies as well as provided a platform to fund growth investments
During the fourth quarter of fiscal 2023 we made changes to the structure of our organization which resulted in our previous Health Wellness and Beauty operating segments being combined into a single reportable segment As part of our initiative focused on streamlining and simplifying the organization we made further changes to the structure of our organization which included the creation of a North America Regional Market Organization RMO responsible for sales and go to market strategies for all categories and channels in the U S and Canada and further centralization of certain functions under shared services particularly in operations and finance to better support our business segments and RMOs This new structure reduced the size of our global workforce by approximately 10 We believe that these changes better focus business segment resources on brand development consumer centric innovation and marketing the RMOs on sales and go to market strategies and shared services on their respective areas of expertise while also creating a more efficient and effective organizational structure
During the second quarter of fiscal 2024 we announced plans to geographically consolidate the U S Beauty business located in El Paso Texas and Irvine California and co locate it with our Wellness business in the Boston Massachusetts area This geographic consolidation and relocation aligns with our initiative to streamline and simplify the organization and was completed during the third quarter of fiscal 2025 We expect these changes to enable a greater opportunity to capture synergies and enhance collaboration and innovation within the Beauty Wellness segment
60 9 million of which 18 7 million were recognized in Home Outdoor and 42 2 million in Beauty Wellness Total pre tax restructuring charges were slightly above the high end of our range previously disclosed of
55 million primarily due to incurring higher severance and employee related costs but well below our original expectations of 85 million to 95 million when the project was initiated Pre tax restructuring charges represented primarily cash expenditures and were substantially paid by the end of fiscal 2025 with a remaining liability of
For information regarding Project Pegasus savings refer to Item 7 Management s Discussion and Analysis of Financial Condition and Results of Operations including Project Pegasus included within this Annual Report
Under agreements with customers licensors and parties from whom we have acquired assets or entered into business combinations we indemnify these parties against liability associated with our products Additionally we are party to a number of agreements under leases where we indemnify the lessor for liabilities attributable to our actions or conduct The indemnity agreements to which we are a party do not in general increase our liability for claims related to our products or actions and have not materially affected our consolidated financial statements
We are involved in various other legal claims and proceedings in the normal course of operations We believe the outcome of these matters will not have a material adverse effect on our consolidated financial position results of operations or liquidity except as described below
On December 23 2021 Brita LP filed a complaint against Kaz USA Inc and Helen of Troy Limited in the United States District Court for the Western District of Texas the Patent Litigation alleging patent infringement by the Company relating to its PUR gravity fed water filtration systems In the Patent Litigation Brita LP seeks monetary damages and injunctive relief relating to the alleged infringement Brita LP simultaneously filed a complaint with the United States International Trade Commission ITC against Kaz USA Inc Helen of Troy Limited and five other unrelated companies that sell water filtration systems the ITC Action The complaint in the ITC Action also alleged patent infringement by the Company with respect to a limited set of PUR gravity fed water filtration systems In the ITC Action Brita LP requested the ITC to initiate an unfair import investigation relating to such filtration systems This action sought injunctive relief to prevent entry of certain accused PUR products and certain other products into the U S and cessation of marketing and sales of existing inventory that is already in the U S On January 25 2022 the ITC instituted the investigation requested by the ITC Action Discovery closed in the ITC Action in May 2022 and approximately half of the originally identified PUR gravity fed water filters were removed from the case and are no longer included in the ITC Action In August 2022 the parties participated in the evidentiary hearing with additional supplemental hearings in October 2022 On February 28 2023 the ITC issued an Initial Determination in the ITC Action tentatively ruling against the Company and the other unrelated respondents The ITC has a guaranteed review process and thus all respondents including the Company filed a petition with the ITC for a full review of the Initial Determination On September 19 2023 the ITC issued its Final Determination in the Company s favor The ITC determined there was no violation by the Company and terminated the investigation Brita LP is appealing the ITC s decision to the Federal Circuit CAFC Appeal and filed its Notice of Appeal on October 24 2023 The Company intervened in the CAFC Appeal but as of the filing date of this Form 10 K oral argument has not been scheduled The Patent Litigation remains stayed for the time being We cannot predict the outcome of these legal proceedings the amount or range of any potential loss when the proceedings will be resolved or customer acceptance of any replacement water filter Litigation is inherently unpredictable and the resolution or disposition of these proceedings could if adversely determined have a material and adverse impact on our financial position and results of operations
Our operations are subject to national state local and provincial jurisdictions environmental health and safety laws and regulations and industry specific product certifications Many of the products we sell are subject to product safety laws and regulations in various jurisdictions These laws and regulations specify the maximum allowable levels of certain materials that may be contained in our products provide statutory prohibitions against misbranded and adulterated products establish ingredients and manufacturing procedures for certain products specify product safety testing requirements and set product identification labeling and claim requirements Some of our product lines are subject to product identification labeling and claim requirements which are monitored and enforced by regulatory agencies such as the U S Environmental Protection Agency the EPA U S Customs and Border Protection the U S Food and Drug Administration and the U S Consumer Product Safety Commission
During fiscal 2022 and 2023 we were in discussions with the EPA regarding the compliance of packaging claims on certain of our products in the air and water filtration categories and a limited subset of humidifier products within the Beauty Wellness segment that are sold in the U S The EPA did not raise any product quality safety or performance issues As a result of these packaging compliance discussions we voluntarily implemented a temporary stop shipment action on the impacted products as we worked with the EPA towards an expedient resolution We resumed normalized levels of shipping of
the affected inventory during fiscal 2022 and we completed the repackaging and relabeling of our existing inventory of impacted products during fiscal 2023 Additionally as a result of continuing dialogue with the EPA we executed further repackaging and relabeling plans on certain additional humidifier products and certain additional air filtration products which were also completed during fiscal 2023 Ongoing settlement discussions with the EPA related to this matter may result in the imposition of fines or penalties in the future Such potential fines or penalties cannot be reasonably estimated
We recorded charges to cost of goods sold to write off obsolete packaging for the affected products in our inventory on hand and in transit We have also incurred additional compliance costs comprised of obsolete packaging storage and other charges from vendors which were recognized in cost of goods sold and incremental warehouse storage costs and legal fees which were recognized in SG A We refer to these charges as EPA compliance costs During fiscal 2023 we incurred 23 6 million in EPA compliance costs of which 16 9 million and 6 7 million were recognized in cost of goods sold and SG A respectively in our consolidated statement of income The costs recognized in cost of goods sold included a 4 4 million charge to write off the obsolete packaging for the affected additional humidifier products and affected additional air filtration products in our inventory on hand and in transit as of the end of the first quarter of fiscal 2023 In addition we incurred and capitalized into inventory costs to repackage a portion of our existing inventory of the affected products beginning in the second quarter of fiscal 2022 through completion of the repackaging in the third quarter of fiscal 2023
For additional information refer to Item 1A Risk Factors and to Item 7 Management s Discussion and Analysis of Financial Condition and Results of Operations including EPA Compliance Costs included within this Annual Report
On March 30 2022 a third party facility that we utilized for inventory storage incurred severe damage from a weather related incident The inventory that was stored at this facility primarily related to our Beauty Wellness segment While the inventory was insured some seasonal inventory and inventory designated for specific customer promotions was not accessible and subsequently determined to be damaged and as a result unfavorably impacted our net sales revenue during the first quarter of fiscal 2023 As a result of the damages to the inventory stored at the facility we recorded a charge to write off the damaged inventory totaling 34 4 million during fiscal 2023 These charges were fully offset by probable insurance recoveries of 34 4 million also recorded during fiscal 2023 which represented anticipated insurance proceeds not to exceed the amount of the associated losses for which receipt was deemed probable The charges for the damaged inventory and the expected insurance recoveries were included in cost of goods sold in our consolidated statement of income for the fiscal year ended February 28 2023 During fiscal 2023 we received proceeds of 46 0 million from our insurance carriers related to this incident which are included in cash flows from operating activities in our consolidated statement of cash flows for the fiscal year ended February 28 2023 As a result during fiscal 2023 the Company recorded a gain of 9 7 million net of costs incurred to dispose of the inventory as a reduction of SG A expense in our consolidated statement of income
We sell certain of our products under trademarks licensed from third parties Some of these trademark license agreements require us to pay minimum royalties As of February 28 2025 we estimate future minimum annual royalty payments over the noncancellable term of these arrangements to be approximately 6 3 million 6 0 million 6 0 million 5 3 million and 2 7 million per year during the next five fiscal years respectively
On February 15 2024 we entered into a credit agreement the Credit Agreement with Bank of America N A as administrative agent and other lenders The Credit Agreement replaces our prior credit agreement the Prior Credit Agreement which terminated on February 15 2024 and is further described below We utilized the proceeds from the refinancing to repay all principal interest and fees outstanding under the Prior Credit Agreement without penalty As a result we recognized a loss on extinguishment of debt within interest expense
f unamortized prepaid financing fees related to the Prior Credit Agreement and 0 1 million of lender fees related to debt under the Credit Agreement treated as an extinguishment Additionally we expensed 0 3 million of third party fees in fiscal 2024 related to debt under the Credit Agreement treated as a modification which was recognized within interest expense We capitalized 4 0 million of lender fees and 2 2 million of third party fees incurred in connection with the Credit Agreement which were recorded as prepaid financing fees in long term debt and prepaid expenses and other current assets in the amounts of 5 4 million and 0 8 million respectively
The Credit Agreement provides for aggregate commitments of 1 5 billion which are available through i a 1 0 billion revolving credit facility which includes a 50 million sublimit for the issuance of letters of credit ii a 250 million term loan facility and iii a committed 250 million delayed draw term loan facility
Proceeds can be used for working capital and other general corporate purposes including funding permitted acquisitions At the closing date of the Credit Agreement we borrowed 457 5 million under the revolving credit facility and 250 0 million under the term loan facility and utilized the proceeds to repay all debt outstanding under the Prior Credit Agreement The Credit Agreement matures on February 15 2029 The Credit Agreement includes an accordion feature which permits the Company to request to increase its borrowing capacity by an additional 300 million plus an unlimited amount when the Leverage Ratio as defined in the Credit Agreement on a pro forma basis is less than 3 25 to 1 00 The Company s exercise of the accordion is subject to certain conditions being met including lender approval
Outstanding letters of credit reduce the borrowing availability under the Credit Agreement on a dollar for dollar basis We are able to repay amounts borrowed at any time without penalty Borrowings accrue interest under one of two alternative methods pursuant to the Credit Agreement as described below With each borrowing against our credit line we can elect the interest rate method based on our funding needs at the time We also incur loan commitment and letter of credit fees under the Credit Agreement T
he term loans are payable at the end of each fiscal quarter in equal installments of 0 625 through February 28 2025 0 9375 through February 28 2026 and 1 25 thereafter of the original principal balance of the term loans which began in the first quarter of fiscal 2025 with the remaining balance due at the maturity date Borrowings under the Credit Agreement bear floating interest at either the Base Rate or Term SOFR as defined in the Credit Agreement plus a margin based on the Net Leverage Ratio as defined in the Credit Agreement of 0 to 1 125 and 1 0 to 2 125 for Base Rate and Term SOFR borrowings respectively
Our Prior Credit Agreement with Bank of America N A as administrative agent and other lenders provided for an unsecured total revolving commitment of 1 25 billion and a 300 million accordion which could be used for term loan commitments In June 2022 we exercised the accordion under the Prior Credit Agreement and borrowed 250 million as term loans The proceeds from the term loans were used to repay revolving loans under the Prior Credit Agreement The maturity date of the term loans and the revolving loans under the Prior Credit Agreement was March 13 2025 Borrowings under the Prior Credit Agreement bore floating interest at either the Base Rate or Term SOFR as defined in the Prior Credit Agreement plus a margin based on the Net Leverage Ratio as defined in the Prior Credit Agreement of 0 to 1 0 and 1 0 to 2 0 for Base Rate and Term SOFR borrowings respectively
The floating interest rates on our borrowings under the Credit Agreement and Prior Credit Agreement are hedged with interest rate swaps to effectively fix interest rates on 550 million and 500 million of the outstanding principal balance under the Credit Agreement as of February 28 2025 and February 29 2024 respectively S
In connection with the acquisition of Olive June we provided notice of a qualified acquisition and borrowed 235 0 million under our Credit Agreement to fund the acquisition initial cash consideration inclusive of amounts for cash acquired The exercise of the qualified acquisition notice triggered temporary adjustments to the maximum leverage ratio which was 3 50 to 1 00 before the impact of the qualified acquisition notice As a result of the qualified acquisition notice commencing at the beginning of our fourth quarter of fiscal 2025 the maximum leverage ratio is 4 50 to 1 00 through November 30 2025 and 3 50 to 1 00 thereafter For additional information on the acquisition see Note 6
On February 28 2023 we paid the remaining balance of 15 1 million including principal and interest outstanding under our unsecured loan agreement the MBFC Loan with the Mississippi Business Finance Corporation the MBFC without penalty As a result as of February 28 2023 we no longer had outstanding debt related to the MBFC Loan and the MBFC Loan terminated pursuant to its terms The loan agreement was entered into in connection with the issuance by MBFC of taxable industrial development revenue bonds Borrowings under the MBFC Loan bore interest at either the Base Rate or Term SOFR both as defined in the loan agreement plus a margin based on the Net Leverage Ratio as defined in the loan agreement of 0 to 1 0 and 1 0 to 2 0 for Base Rate and Term SOFR
Our debt under our Credit Agreement is unconditionally guaranteed on a joint and several basis by the Company and certain of its subsidiaries Our Credit Agreement requires the maintenance of certain key financial covenants defined in the accompanying Management s Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources Credit Agreement Our Credit Agreement also contains other customary covenants including among other things covenants restricting or limiting us except under certain conditions set forth therein from 1 incurring liens on our properties 2 making certain types of investments 3 incurring additional debt and 4 assigning or transferring certain licenses Our Credit Agreement also contains customary events of default including failure to pay principal or interest when due among others Upon an event of default under our Credit Agreement the lenders may among other things accelerate the maturity of any amounts outstanding The commitments of the lenders to make loans to us under the Credit Agreement are several and not joint Accordingly if any lender fails to make loans to us our available liquidity could be reduced by an amount up to the aggregate amount of such lender s commitments under the Credit Agreement
none of which was capitalized During 2024 and 2023 we incurred interest costs totaling 53 9 million and 46 2 million respectively of which we capitalized 0 9 million and 5 5 million respectively as part of property and equipment in connection with the construction of a new distribution facility
The following table contains information about interest rates and the related weighted average borrowings outstanding under our Credit Agreement including under the Prior Credit Agreement and the MBFC Loan for the periods presented below
The average effective interest rate during each year is computed by dividing the total interest expense associated with the borrowing for a fiscal year by the average borrowings outstanding for the same fiscal year We included the impact of our interest rate swaps and commitment fees incurred under the Credit Agreement and Prior Credit Agreement in computing total interest expense
Interest rate range reflects the interest rates on the borrowings under the Credit Agreement and Prior Credit Agreement pursuant to the respective agreements and excludes the impact of our interest rate swaps
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Valuation techniques under the accounting guidance related to fair value measurements are based on observable and unobservable inputs These inputs are classified into the following hierarchy
Observable inputs other than quoted prices that are directly or indirectly observable for the asset or liability including quoted prices for similar assets or liabilities in active markets quoted prices for similar or identical assets or liabilities in markets that are not active and model derived valuations whose inputs are observable or whose significant value drivers are observable and
When circumstances dictate the transfer of an asset or liability to a different level we report the transfer at the beginning of the reporting period in which the facts and circumstances resulting in the transfer occurred There were no transfers between the fair value hierarchy levels during the periods presented
All of our financial assets and liabilities except for our investments in U S Treasury Bills and our contingent consideration liability are classified as Level 2 because their valuation is dependent on observable inputs and other quoted prices for similar assets or liabilities or model derived valuations whose significant value drivers are observable Our investments in U S Treasury Bills are classified as Level 1 because their value is based on quoted prices in active markets for identical assets Our contingent consideration liability is classified as Level 3 because its valuation is primarily based on a significant input unobservable in the market specifically projected adjusted EBITDA derived from internal forecasts The following table presents the fair value of our financial assets and liabilities
All of our financial assets and liabilities except for our investments in U S Treasury Bills are measured and recorded at fair value on a recurring basis Our investments in U S Treasury Bills are recorded at amortized cost As of both February 28 2025 and February 29 2024 the current carrying amounts of our U S Treasury Bills were 2 5 million and were included within Prepaid expenses and other current assets in our consolidated balance sheets As of February 28 2025 and February 29 2024 the non current carrying amounts of our U S Treasury bills were 8 7 million and 6 6 million
The carrying amounts of cash accounts payable accrued expenses and other current liabilities and income taxes payable approximate fair value because of the short maturity of these items The carrying amounts of receivables approximate fair value due to the effect of the related allowance for credit losses The carrying amount of our floating rate long term debt approximates its fair value
Our investments in U S Treasury Bills are classified as held to maturity because we have the positive intent and ability to hold the securities to maturity We invest in U S Treasury Bills with maturities ranging from less than one to five years Gross unrealized gains were 0 1 million and losses were not material as of February 28 2025 Gross unrealized gains and losses were not material as of February 29 2024 During both fiscal 2025 and 2024 we recognized interest income on these investments of 0 3 million which is included in Non operating income net in our consolidated statements of income
In connection with the acquisition of Olive June we recognized contingent consideration as a result of the total purchase consideration including contingent cash consideration of up to 15 0 million payable annually in three equal installments subject to Olive June achieving certain adjusted EBITDA targets during calendar years 2025 2026 and 2027 As of the acquisition date we recorded a liability for the estimated fair value of the contingent consideration of 4 1 million of which 1 8 million and 2 3 million was included within accrued expenses and other current liabilities and other liabilities non current respectively in our consolidated balance sheet This contingent consideration liability will be remeasured at fair value each reporting period until the contingency is resolved with changes in fair value recognized
in SG A If the annual adjusted EBITDA target is not met no payment is required There was no change to the estimated fair value of the contingent consideration liability since the acquisition date of December 16 2024 through the end of fiscal 2025 The fair value of the contingent consideration liability was determined using a Monte Carlo simulation model which utilizes projected adjusted EBITDA and corresponding volatility and discount rates to estimate the probability of the adjusted EBITDA targets being achieved The projected adjusted EBITDA during the earn out period was derived from internal forecasts and represents a Level 3 input and was discounted to the acquisition date and current reporting period using an estimated discount rate of 13 Adjusted EBITDA volatility was calculated based upon peer companies and the third quartile of 33 was selected as a key input into the Monte Carlo simulation model In the simulated scenarios where a payment is earned the projected contingent payments were discounted to the acquisition date and current reporting period using an estimated credit risk discount rate of 6 5 Changes in these inputs may result in a significant increase or decrease in the fair value of the contingent consideration liability with a corresponding impact to SG A
We use foreign currency forward contracts to manage our exposure to changes in foreign currency exchange rates In addition we use interest rate swaps to manage our exposure to changes in interest rates All of our derivative assets and liabilities are recorded at fair value See Notes 1 15 and 16 for more information on our derivatives
Assets remeasured to fair value on a non recurring basis during fiscal 2025 represent the goodwill of our Drybar reporting unit and our Drybar definite lived trade name intangible assets both of which were impaired We did not remeasure any assets to fair value on a non recurring basis during fiscal 2024
During the fourth quarter of fiscal 2025 our impairment testing resulted in asset impairment charges of 38 7 million and 12 8 million to reduce the Drybar reporting unit goodwill and trade name respectively to fair values of 134 3 million and 7 0 million respectively
net sales revenue gross profit margin and earnings before interest and taxes margins Other key estimates used in the DCF Model include but are not limited to discount rates statutory tax rates terminal growth rates as well as working capital and capital expenditures needs The discount rates are based on a weighted average cost of capital utilizing industry market data of our peer group companies Accordingly this fair value measurement is classified as Level 3 since it is based primarily upon unobservable inputs that reflect management s assumptions
value using this method entails a significant number of estimates and assumptions which include net sales revenue growth rates discount rates royalty rates and residual growth rates as applicable We use internal forecasts and strategic long term plans to estimate net sales revenue growth rates and royalty rates We utilize a constant growth model to determine the residual growth rates which are based upon long term industry growth expectations and long term expected inflation Accordingly this fair value measurement is classified as Level 3 since it is based primarily upon unobservable inputs that reflect management s assumptions The most significant unobservable input Level 3 used to estimate the fair value of the Drybar definite lived trade name was a royalty rate of 1 6
For additional information regarding the testing and analysis performed refer to Note 7 and Item 7 Management s Discussion and Analysis of Financial Condition and Results of Operations including Critical Accounting Policies and Estimates included within this Annual Report
The U S Dollar is the functional currency for the Company and all of its subsidiaries and is also the reporting currency for the Company By operating internationally we are subject to foreign currency risk from transactions denominated in currencies other than the U S Dollar foreign currencies Such transactions include sales and operating expenses As a result of such transactions portions of our cash accounts receivable and accounts payable are denominated in foreign currencies Approximately
In our consolidated statements of income foreign currency exchange rate gains and losses resulting from the remeasurement of foreign income tax receivables and payables and deferred income tax assets and liabilities are recognized in income tax benefit expense and all other foreign currency exchange rate gains and losses are recognized in SG A We recorded in income tax benefit expense a foreign currency exchange rate net loss of 0 7 million during fiscal 2025 a net gain of 0 3 million during fiscal 2024 and a net loss of 0 4 million during fiscal 2023 We recorded in SG A foreign currency exchange rate net losses of 1 5 million 0 5 million and 1 7 million during fiscal 2025 2024 and 2023 respectively We mitigate certain foreign currency exchange rate risk by using forward contracts to protect against the foreign currency exchange rate risk inherent in our transactions denominated in foreign currencies We do not enter into any derivatives or similar instruments for trading or other speculative purposes Certain of our forward contracts are designated as cash flow hedges foreign currency contracts Foreign currency derivatives for which we have not elected hedge accounting consist of certain forward contracts These undesignated derivatives are used to hedge monetary net asset and liability positions We evaluate our derivatives designated as cash flow hedges each quarter to assess hedge effectiveness For additional information on our accounting for derivatives see Note 1
Interest on our outstanding debt as of February 28 2025 and February 29 2024 is based on floating interest rates If short term interest rates increase we will incur higher interest expense on any future outstanding balances of floating rate debt Floating interest rates are hedged with interest rate swaps to effectively fix interest rates on a portion of our outstanding principal balance under the Credit Agreement which totaled 921 9 million and 672 0 million as of February 28 2025 and February 29 2024 respectively As of February 28 2025 and February 29 2024 550 million
of the outstanding principal balance under the Credit Agreement respectively was hedged with interest rate swaps to fix the interest rate we pay Our interest rate swaps are designated as cash flow hedges and
These forward contracts for which we have not elected hedge accounting hedge monetary net asset and liability positions for the notional amounts reported creating an economic hedge against currency movements
We expect a net gain of 2 6 million associated with foreign currency contracts and interest rate swaps currently recorded in AOCI to be reclassified into income over the next twelve months The amount ultimately realized however will differ as exchange rates and interest rates change and the underlying contracts settle See Notes 1 14 and 16 for more information
Financial instruments including foreign currency contracts forward contracts and interest rate swaps expose us to counterparty credit risk for non performance We manage our exposure to counterparty credit risk by only dealing with counterparties who are substantial international financial institutions with significant experience using such derivative instruments We believe that the risk of incurring credit losses is remote
We operate through two strategic business divisions each comprised of operating segments organized by our brands and product lines Operating segments with similar economic and qualitative characteristics are aggregated into our two reportable segments which align with our strategic business divisions Our two reportable segments consist of Home Outdoor and Beauty Wellness The Olive June and Curlsmith brands and products were added to the Beauty Wellness segment upon the completion of the acquisitions For additional information on our segments refer to Note 1 and Item 1 Business included within this Annual Report
Segment financial information is prepared in accordance with GAAP and our significant accounting policies described in Note 1 Resources are allocated and performance is assessed using segment operating income by our Chief Executive Officer whom we have determined to be our Chief Operating Decision Maker CODM Our CODM utilizes segment operating income when making decisions about allocating capital and personnel to the segments predominantly in the annual budget and quarterly forecasting processes In addition our CODM uses operating income including comparison of actual results to budget and forecast in assessing the performance of each segment and in evaluating product pricing distribution strategies and marketing investments Our CODM reviews balance sheet information at a consolidated level We compute segment operating income based on net sales revenue less cost of goods sold SG A asset impairment charges and restructuring charges The SG A used to compute each segment s operating income is directly associated with the segment plus shared services and corporate overhead expenses that are allocable to the segment We do not allocate non operating income and expense including interest or income taxes to operating segments
Fiscal 2025 and 2024 include a full year of operating results from Curlsmith acquired on April 22 2022 compared to approximately forty five weeks of operating results in fiscal 2023 For additional information see Note 6
Operating expense for both reportable segments includes SG A expense and restructuring charges Fiscal 2025 operating expense also includes asset impairment charges of 51 5 million in our Beauty Wellness segment See Note 11 for further information on our global restructuring plan and Note 7 for further information on the asset impairment charges
Fiscal 2025 and 2024 include a full year of operating results from Curlsmith acquired on April 22 2022 compared to approximately forty five weeks of operating results in fiscal 2023 For additional information see Note 6
Worldwide sales to our largest customer Amazon com Inc accounted for approximately 22 21 and 17 of our consolidated net sales revenue in fiscal 2025 2024 and 2023 respectively Sales to our second largest customer Walmart Inc including its worldwide affiliates accounted for approximately 11 9 and 10 of our consolidated net sales revenue in fiscal 2025 2024 and 2023 respectively Sales to our third largest customer Target Corporation accounted for approximately 11 of our consolidated net sales revenue in fiscal 2025 and 10 in both fiscal 2024 and 2023 Sales to these largest customers include sales across both of our business segments No other customers accounted for 10 or more of consolidated net sales revenue during these fiscal years Sales to our top five customers accounted for approximately 49 47 and 43 of our consolidated net sales revenue in fiscal 2025 2024 and 2023 respectively
We reorganized the Company in Bermuda in 1994 and many of our foreign subsidiaries are not directly or indirectly owned by a U S parent As such a large portion of our foreign income is not subject to U S taxation on a permanent basis under current law Additionally our intangible assets are largely owned by foreign affiliates resulting in proportionally higher earnings in jurisdictions with lower statutory tax rates which historically had the effect of decreasing our overall effective tax rate The taxable income earned in each jurisdiction whether U S or foreign is determined by the subsidiary s operating results and transfer pricing and tax regulations in the related jurisdictions
The Organisation for Economic Co operation and Development OECD has introduced a framework to implement a global minimum corporate income tax of 15 referred to as Pillar Two Certain countries in which we operate have enacted Pillar Two legislation and continue to modify their rules and guidance often to align with ongoing OECD interpretive guidance on the Model Rules Meanwhile additional countries are in the process of introducing legislation to implement Pillar Two even as the OECD continues to modify its administrative guidance Pillar Two legislation effective for our fiscal 2025 has been incorporated into our financial statements However the extent to which other jurisdictions adopt or
enact Pillar Two is uncertain and could increase the cost and complexity of compliance and we expect that it could have a further material adverse affect on our global effective tax rate in fiscal 2026
In response to Pillar Two on May 24 2024 Barbados enacted a domestic corporate income tax rate of 9 effective for our fiscal 2025 We incorporated this corporate income tax into our income tax provision and revalued our existing deferred tax liabilities subject to the Barbados legislation which resulted in a discrete tax charge of 6 0 million during fiscal 2025 Additionally Barbados enacted a DMTT of 15 which applies to Barbados businesses that are part of multinational enterprise groups with annual revenue of 750 million or more and is effective beginning with our fiscal 2026 Although we currently do not expect the Barbados DMTT to have a material impact to our consolidated financial statements we will continue to monitor and evaluate impacts as further regulatory guidance becomes available
Like Barbados the government of Bermuda enacted a 15 corporate income tax that will become effective for us in fiscal 2026 The Bermuda corporate income tax allows for a beginning net operating loss balance related to the five years preceding the effective date Accordingly during fiscal 2024 we recorded a deferred tax asset of 9 3 million for the Bermuda net operating losses generated from fiscal 2021 through 2024 with an offsetting valuation allowance of 9 3 million Although we currently do not expect this Bermuda tax to have a material impact to our consolidated financial statements we will continue to monitor and evaluate impacts as further regulatory guidance becomes available
In the fourth quarter of fiscal 2025 we implemented a reorganization involving the transfer of intangible assets previously held by Helen of Troy Limited Barbados The reorganization resulted in the consolidation of the ownership of intangible assets supporting streamlined internal licensing and centralized management of the intangible assets As a result of the reorganization additional intangible assets are now owned by our subsidiary in Switzerland Further the reorganization resulted in a transitional income tax benefit of 64 6 million from the recognition of a deferred tax asset partially offset by taxes associated with the transfer
The Company continues to elect to account for U S tax on global intangible low taxed income GILTI as a period cost and therefore has not recorded deferred taxes related to GILTI on its foreign subsidiaries
We consider the undistributed earnings of our foreign subsidiaries to be indefinitely reinvested accordingly no taxes have been recognized on such earnings We continue to evaluate our plans for reinvestment or repatriation of unremitted foreign earnings If we determine that all or a portion of our foreign earnings are no longer indefinitely reinvested we may be subject to additional foreign withholding taxes and U S income taxes Due to the number of legal entities and jurisdictions involved our legal entity structure and the tax laws in the relevant jurisdictions we believe it is not practicable to estimate the amount of additional taxes which may be payable upon distribution of these undistributed earnings
Our total income tax benefit expense differs from the amounts computed by applying the U S statutory tax rate to income before income taxes An income tax rate reconciliation of these differences are as follows
Each year there are significant transactions or events that are incidental to our core businesses and that by a combination of their nature and jurisdiction can have a disproportionate impact on our reported effective tax rates Without these transactions or events the trend in our effective tax rates would follow a more normalized pattern
In assessing the realizability of deferred tax assets we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized We consider the scheduled reversal of deferred tax liabilities expected future taxable income and tax planning strategies in assessing the ultimate realization of deferred tax assets If recovery is not likely we must increase our provision for taxes by recording a valuation allowance against the deferred tax assets that we estimate will not be recoverable In fiscal 2025 the 2 3 million net increase in our valuation allowance was principally due to changes in the value of operating loss carryforwards not expected to be used in future years
During fiscal 2025 the amount of unrecognized tax benefits decreased by 7 1 million due to settlement and resolution of tax examinations If we are able to sustain our positions with the relevant taxing authorities approximately 0 6 million excluding interest and penalties of uncertain tax position liabilities as of February 28 2025 would favorably impact our effective tax rate in future periods We do not expect any significant changes to our existing unrecognized tax benefits during the next twelve months resulting from any issues currently pending with tax authorities
We classify interest and penalties on uncertain tax positions as income tax expense At the end of fiscal 2025 and 2024 the liability for tax related interest and penalties associated with unrecognized tax benefits was 2 2 million and 3 2 million respectively Additionally during fiscal 2025 and 2024 we recognized tax benefits of 1 0 million and a de minimus amount of tax expense respectively from tax related interest and penalties in the consolidated statements of income
We file income tax returns in the U S federal jurisdiction and in various states and foreign jurisdictions As of February 28 2025 tax years under examination or still subject to examination by material tax jurisdictions are as follows
We compute basic earnings per share using the weighted average number of shares of common stock outstanding during the period We compute diluted earnings per share using the weighted average number of shares of common stock outstanding plus the effect of dilutive securities Dilutive securities at any given point in time may consist of outstanding options to purchase common stock and issued and contingently issuable unvested RSUs PSUs RSAs PSAs and other stock based awards see Note 8 Anti dilutive securities are not included in the computation of diluted earnings per share under the treasury stock method
Additions to the allowance for credit losses represent periodic net charges to the provision for doubtful receivables inclusive of any recoveries of receivables previously written off The addition to the allowance for credit losses in fiscal 2024 includes a charge for uncollectible receivables due to the bankruptcy of Bed Bath Beyond In fiscal 2025 the addition to the deferred tax asset valuation allowance was principally due to changes in the value of operating loss carryforwards not expected to be used in future years In fiscal 2024 the addition to the deferred tax asset valuation allowance was primarily due to net operating loss carryforwards recorded in fiscal 2024 as a result of the Bermuda corporate income tax enactment that are not expected to be recoverable partially offset by changes in estimates of the recoverability of deferred tax assets
Deductions to the allowance for credit losses represent uncollectible balances written off The deduction to the allowance for credit losses in fiscal 2025 was primarily due to the write off of uncollectible Bed Bath Beyond balances The deduction to the deferred tax asset valuation allowance in fiscal 2023 was primarily due to changes in deferred tax assets that are not expected to be recoverable
of Olive June as of the end of the period covered by this Annual Report on Form 10 K our Company s Chief Executive Officer and Chief Financial Officer have concluded that our Company s disclosure controls and procedures as defined in Rule 13a 15 e under the Securities Exchange Act of 1934 are effective at the reasonable assurance level During our fiscal quarter ended February 28 2025 there were no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting
Management s report on internal control over financial reporting and the attestation report on internal control over financial reporting of the independent registered public accounting firm required by this item are set forth under Item 8 Financial Statements and Supplementary Data of this Annual Report and are incorporated herein by reference
In conducting our evaluation of the effectiveness of internal control over financial reporting we have excluded the assets and liabilities and results of operations of Olive June which we acquired on December 16 2024 in accordance with the SEC s guidance concerning the reporting of internal controls over financial reporting in connection with an acquisition The assets and net sales revenue of Olive June that were excluded from our assessment constituted approximately 1 3 percent of the Company s total consolidated assets excluding goodwill and intangibles which are included within the scope of the assessment and 1 2 percent of total consolidated net sales revenue as of and for the year ended February 28 2025
During the fiscal quarter ended February 28 2025 none of our officers or directors adopted or terminated any contract instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5 1 c or any non Rule 10b5 1 trading arrangement
We have adopted a Code of Ethics governing our Chief Executive Officer Chief Financial Officer Principal Accounting Officer and finance department members The full text of our Code of Ethics is published on our website at www helenoftroy com under the Investor Relations Governance caption The information on our website is not part of this Annual Report We intend to disclose future amendments to or waivers from certain provisions of this Code of Ethics on our website or in a current report on Form 8 K
Information set forth under the captions Director Compensation Executive Compensation Tables Equity Award Grant Practices Compensation Discussion Analysis CEO Pay Ratio for Fiscal Year 2025 Compensation Committee Interlocks and Insider Participation and Compensation Committee Report in our Proxy Statement is incorporated by reference in response to this Item 11
Information set forth under the captions Equity Compensation Plan Information and Security Ownership of Certain Beneficial Owners and Management in our Proxy Statement is incorporated by reference in response to this Item 12
Information set forth under the caption Audit and Other Fees Paid to our Independent Registered Public Accounting Firm and Pre Approval Policies and Procedures in our Proxy Statement is incorporated by reference in response to this Item 14
The exhibit numbers succeeded by an asterisk indicate exhibits filed herewith The exhibit numbers succeeded by two asterisks indicate exhibits furnished herewith that are not deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability All other exhibit numbers indicate exhibits filed by incorporation by reference Exhibit numbers succeeded by a cross are management contracts or compensatory plans or arrangements
Agreement and Plan of Merger dated as of December 8 2010 among Helen of Troy Texas Corporation KI Acquisition Corp Kaz Inc the Company and the Kaz Inc shareholders party thereto incorporated by reference to Exhibit 2 1 to the Company s Current Report on Form 8 K filed with the Securities and Exchange Commission on December 9 2010
Memorandum of Association incorporated by reference to Exhibit 3 1 to the Company s Registration Statement on Form S 4 File No 33 73594 filed with the Securities and Exchange Commission on December 30 1993
Amended and Restated Bye Laws incorporated by reference to Appendix A to the Company s Definitive Proxy Statement on Schedule 14A File No 001 14669 filed with the Securities and Exchange Commission on June 27 2016
Description of the Company s Securities registered pursuant to Section 12 of the Securities and Exchange Act of 1934 incorporated by reference to Exhibit 4 1 of the Company s Annual Report on Form 10 K for the fiscal year ended February 29 2020 filed with the Securities and Exchange Commission on April 29 2020
Form of Indemnification Agreement incorporated by reference to Exhibit 10 1 of the Company s Annual Report on Form 10 K for the fiscal year ended February 28 2014 filed with the Securities and Exchange Commission on April 29 2014
Helen of Troy Limited Amended and Restated 2008 Stock Incentive Plan incorporated by reference to Exhibit 10 1 to the Company s Current Report on Form 8 K filed with the Securities and Exchange Commission on August 25 2015
Amended and Restated Helen of Troy Limited 2011 Annual Incentive Plan incorporated by reference to Exhibit 10 1 of the Company s Quarterly Report on 10 Q filed with the Securities and Exchange Commission on October 11 2016
Helen of Troy Limited 2018 Stock Incentive Plan incorporated by reference to Annex B of the Company s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 28 2018 the 2018 Proxy
Severance Agreement between Helen of Troy Nevada Corporation and Brian Grass dated September 25 2023 incorporated by reference to Exhibit 10 1 to the Company s Current Report on Form 8 K filed with the Securities and Exchange Commission on October 4 2023
Amended and Restated Employment Agreement among Helen of Troy Nevada Corporation Helen of Troy Limited a Bermuda company Helen of Troy Limited a Barbados company and Julien Mininberg effective March 1 2021 incorporated by reference to Exhibit 10 1 to the Company s Current Report on Form 8 K filed with the Securities and Exchange Commission on December 10 2020 the December 2020 8 K
Amended and Restated Severance Agreement between Helen of Troy Nevada Corporation and Tessa Judge dated March 1 2024 incorporated by reference to Exhibit 10 8 to the Company s Annual Report on Form 10 K for the fiscal year ended February 29 2024 filed with the Securities and Exchange Commission on April 24 2024 the 2024 10 K
Employment Agreement among Helen of Troy Nevada Corporation and Noel Geoffroy dated April 25 2023 incorporated by reference to Exhibit 10 1 to the Company s Current Report on Form 8 K filed with the Securities and Exchange Commission on April 26 2023
Credit Agreement dated February 15 2024 by and among Helen of Troy Texas Corporation Helen of Troy Limited Bank of America N A as administrative agent and the other lenders party thereto incorporated by reference to Exhibit 10 1 to the Company s Current Report on Form 8 K filed with the Securities and Exchange Commission on February 20 2024 the February 2024 8 K
Guaranty dated February 15 2024 made by Helen of Troy Limited and certain of its subsidiaries in favor of Bank of America N A and other lenders incorporated by reference to Exhibit 10 2 of the Company s February 2024 8 K

Company Name	HELEN OF TROY LTD Vist SEC web-site
Category	ELECTRIC HOUSEWARES & FANS
Trading Symbol	HELE