Washington, D.C. 20549








Date of report (Date of earliest event reported):  April 27, 2017




(Exact name of registrant as specified in its charter)



Commission File Number:  001-14669





(State or other jurisdiction of


(I.R.S. Employer

incorporation or organization)


Identification No.)





(Business address of registrant)




(United States mailing address of registrant and zip code)



(Registrant’s telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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


Emerging growth company o


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





Item 2.02    Results of Operation and Financial Condition.


On April 27, 2017, Helen of Troy Limited (the “Company”) issued a press release announcing the results for the fiscal quarter and year ended February 28, 2017. Additionally, on April 27, 2017, the Company held a conference call discussing its results for the same periods mentioned above. With this Form 8-K, we are furnishing copies of the press release (attached hereto as Exhibit 99.1) and the text of the conference call (attached hereto as Exhibit 99.2). The press release and copy of the text of this conference call are also provided on the Investor Relations Page of our website at: http://www.hotus.com. The information contained on this website is not included as a part of, or incorporated by reference into, this report.


The Company desires to avail itself of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (the “Act”) and is including this cautionary statement for the express purpose of availing itself of the protection afforded by the Act. The accompanying press release and conference call transcript contain certain forward-looking statements, which are subject to change. Any or all of the forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Many of these factors will be important in determining the Company’s actual future results. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially from those expressed or implied in any forward-looking statements. The forward-looking statements are qualified in their entirety by a number of risks that could cause actual results to differ materially from historical or anticipated results. Generally, the words “anticipates”, “believes”, “expects”, “plans”, “may”, “will”, “should”, “seeks”, “estimates”, “project”, “predict”, “potential”, “continue”, “intends”, and other similar words identify forward-looking statements. The Company cautions readers not to place undue reliance on forward-looking statements. The forward-looking statements contained in this press release should be read in conjunction with, and are subject to and qualified by, the risks described in the Company’s Form 10-K for the year ended February 28, 2017 and in our other filings with the SEC. Investors are urged to refer to the risk factors referred to above for a description of these risks, which include, among others: the Company’s ability to deliver products to our customers in a timely manner and according to their fulfillment standards; the costs of complying with the business demands and requirements of large sophisticated customers; the Company’s relationship with key customers and licensors; our dependence on the strength of retail economies and vulnerabilities to any prolonged economic downturn; our dependence on sales to several large customers and the risk associated with any loss or substantial decline in sales to top customers; expectations regarding our recent and future acquisitions or divestitures, including our ability to realize anticipated cost savings, synergies and other benefits along with our ability to effectively integrate acquired businesses or separate divested businesses; circumstances which may contribute to future impairment of goodwill, intangible or other long-lived assets; the retention and recruitment of key personnel foreign currency exchange rate fluctuations; disruptions in U.S., U.K., Euro zone, and other international credit markets; risks associated with weather conditions, the duration and severity of the cold and flu season and other related factors; the Company’s dependence on foreign sources of supply and foreign manufacturing, and associated operational risks including, but not limited to, long lead times, consistent local labor availability and capacity, and timely availability of sufficient shipping carrier capacity; risks to the Nutritional Supplements segment associated with the availability, purity and integrity of materials used in the manufacture of vitamins, minerals and supplements; the impact of changing costs of raw materials, labor and energy on cost of goods sold and certain operating expenses; the Company’s geographic concentration and peak season capacity of certain U.S. distribution facilities increases our exposure to significant shipping disruptions and added shipping and storage costs; the Company’s projections of product demand, sales, and net income are highly subjective in nature and future sales and net income could vary in a material amount from such projections; the risks associated with the use of trademarks licensed from and to third parties; the Company’s ability to develop and introduce a continuing stream of new products to meet changing consumer preferences; increased product liability and reputational risks associated with the formulation and distribution of vitamins, minerals and supplements; the risks associated with adverse publicity and negative public perception regarding the use of vitamins, minerals and supplements; trade barriers, exchange controls, expropriations, and other risks associated with U.S. and foreign operations; the risks to our liquidity as a result of changes to capital market conditions and other constraints or events that impose constraints on our cash resources and ability to operate our business; the costs, complexity and challenges of upgrading and managing our global information systems; the risks associated with information security breaches; the increased complexity of compliance with a number of new government regulations covering vitamins, minerals and supplements; the risks associated with product recalls, product liability, other claims, and related litigation against us; the risks associated with tax positions, tax audits and related disputes with taxing authorities; the risk of potential changes in laws in the U.S. or abroad, including tax laws,




regulations or treaties, employment and health insurance laws and regulations, and laws relating to environmental policy, financial regulation, transportation policy and infrastructure policy along with the costs and complexities of compliance with such laws; and the Company’s ability to continue to avoid classification as a controlled foreign corporation. The Company undertakes no obligation to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise.




The press release and copy of the text of this conference call include or refer to certain information that the Company believes is non-GAAP Financial Information as contemplated by SEC Regulation G, Rule 100. The press release contains tables that reconcile these measures to their corresponding GAAP based measures presented in the Company’s Consolidated Statements of Income. The material limitation associated with the use of the non-GAAP financial measures is that the non-GAAP measures do not reflect the full economic impact of the Company’s activities. These non-GAAP measures are not prepared in accordance with GAAP, are not an alternative to GAAP financial information, and may be calculated differently than non-GAAP financial information disclosed by other companies. Accordingly, undue reliance should not be placed on non-GAAP information.


The information in this Item 2.02 of this Form 8-K and Exhibits 99.1 and 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or any proxy statement or report or other document we may file with the SEC, regardless of any general incorporation language in any such filing, except as shall be expressly set forth by specific reference in such filing.


Item 9.01    Financial Statements and Exhibits.


(d)        Exhibits


Exhibit Number








Press Release, dated April 27, 2017






Text of conference call held April 27, 2017






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









Date: May 3, 2017

/s/ Brian L. Grass


Brian L. Grass


Chief Financial Officer and Principal Financial Officer




Index to Exhibits


Exhibit Number








Press Release, dated April 27, 2017






Text of conference call held April 27, 2017