UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
x (Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 20182019
or
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ..... to …..
Commission file number: 001-14669
helenoftroylogoa15.jpg
HELEN OF TROY LIMITED
(Exact name of registrant as specified in its charter)

Bermuda74-2692550
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification No.)
Clarendon House
2 Church Street
Hamilton, Bermuda
(Address of principal executive offices)
1 Helen of Troy Plaza
El Paso, Texas
79912
(Registrant’s United States Mailing Address)(Zip Code)
Bermuda74-2692550
(915) (State or other jurisdiction of incorporation or organization)    (I.R.S. Employer Identification No.)                
Clarendon House, 2 Church Street, Hamilton, Bermuda
(Address of principal executive offices)            

1 Helen of Troy Plaza, El Paso, Texas79912
(Registrant’s United States Mailing Address)            (Zip Code)
(915) 225-8000
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: 
Title of each classTrading SymbolName of each exchange on which registered
Common Shares, $0.10 par value per shareHELEThe NASDAQ Stock Market, LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  YesxNo ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).       Yesx No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer                            Accelerated filer
Large accelerated filerx
Accelerated filer ¨
Non-accelerated filer¨
Smaller reporting company ¨
Emerging growth company¨
Non-accelerated filer ☐ Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Yes¨ No¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ Nox
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of January 3, 2020 there were 25,169,734 shares of common stock of the registrant, $0.10 par value per share, outstanding.
ClassOutstanding at January 4, 2019
Common Shares, $0.10 par value, per share25,594,840 shares







HELEN OF TROY LIMITED AND SUBSIDIARIES
FORM 10‐Q
TABLE OF CONTENTS
  PAGE 
   
 
   
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   
   
   
   
 
   
   
   
   




PART I.   FINANCIAL INFORMATION


ITEM 1.   FINANCIAL STATEMENTS
 
HELEN OF TROY LIMITED AND SUBSIDIARIES
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands, except shares and par value)November 30, 2018 February 28, 2018November 30, 2019 February 28, 2019
Assets      
Assets, current:      
Cash and cash equivalents$19,136
 $20,738
$19,637
 $11,871
Receivables - principally trade, less allowances of $1,788 and $2,912339,124
 275,565
Receivables - principally trade, less allowances of $1,486 and $2,032365,543
 280,280
Inventory300,648
 251,511
333,656
 302,339
Prepaid expenses and other current assets14,437
 9,545
10,403
 10,369
Income taxes receivable
 349
Total assets, current673,345

557,708
729,239

604,859
      
Property and equipment, net of accumulated depreciation of $122,602 and $115,202130,940
 123,503
Property and equipment, net of accumulated depreciation of $133,764 and $123,744131,179
 130,338
Goodwill602,320
 602,320
602,320
 602,320
Other intangible assets, net of accumulated amortization of $178,087 and $167,354294,565
 302,915
Other intangible assets, net of accumulated amortization of $194,562 and $181,463279,028
 291,526
Operating lease assets33,528
 
Deferred tax assets, net9,942
 16,654
12,926
 7,991
Other assets, net of accumulated amortization of $2,092 and $2,02214,257
 20,617
Other assets, net of accumulated amortization of $2,167 and $2,1152,869
 12,501
Total assets$1,725,369

$1,623,717
$1,791,089

$1,649,535
      
Liabilities and Stockholders' Equity 
  
 
  
Liabilities, current: 
  
 
  
Accounts payable, principally trade$146,035
 $129,341
$141,523
 $143,560
Accrued expenses and other current liabilities184,237
 168,261
171,269
 165,160
Income taxes payable3,181
 
3,223
 1,427
Long-term debt, current maturities1,884
 1,884
1,884
 1,884
Total liabilities, current335,337

299,486
317,899

312,031
      
Long-term debt, excluding current maturities337,846
 287,985
242,363
 318,900
Lease liabilities, non-current41,760
 
Deferred tax liabilities, net5,155
 7,096
8,439
 5,748
Other liabilities, noncurrent13,773
 14,691
Other liabilities, non-current18,944
 16,219
Total liabilities692,111

609,258
629,405

652,898
      
Commitments and contingencies

 



 


      
Stockholders' equity: 
  
 
  
Cumulative preferred stock, non-voting, $1.00 par. Authorized 2,000,000 shares; none issued
 

 
Common stock, $0.10 par. Authorized 50,000,000 shares; 25,593,327 and 26,575,634 shares issued and outstanding2,534
 2,658
Common stock, $0.10 par. Authorized 50,000,000 shares; 25,166,771 and 24,946,046 shares issued and outstanding2,517
 2,495
Additional paid in capital244,888
 230,676
262,731
 246,585
Accumulated other comprehensive income5,207
 631
Accumulated other comprehensive income (loss)
(4,885) 1,191
Retained earnings780,629
 780,494
901,321
 746,366
Total stockholders' equity1,033,258

1,014,459
1,161,684

996,637
Total liabilities and stockholders' equity$1,725,369

$1,623,717
$1,791,089

$1,649,535
 
See accompanying notes to condensed consolidated financial statements.




HELEN OF TROY LIMITED AND SUBSIDIARIES
Condensed Consolidated Statements of Income (Unaudited) 
Three Months Ended November 30, Nine Months Ended November 30,Three Months Ended November 30, Nine Months Ended November 30,
(in thousands, except per share data)2018 2017 2018 20172019 2018 2019 2018
Sales revenue, net$431,081
 $420,841
 $1,179,308
 $1,091,281
$474,737
 $431,081
 $1,265,067
 $1,179,308
Cost of goods sold249,236
 242,703
 695,732
 638,096
264,764
 249,236
 723,216
 695,732
Gross profit181,845

178,138
 483,576
 453,185
209,973

181,845
 541,851
 483,576
              
Selling, general and administrative expense ("SG&A")120,524
 109,633
 325,684
 310,390
130,692
 120,524
 359,794
 325,684
Asset impairment charges
 
 
 4,000
Restructuring charges25
 1,165
 2,609
 1,165
12
 25
 1,061
 2,609
Operating income61,296

67,340
 155,283
 137,630
79,269

61,296
 180,996
 155,283
              
Nonoperating income, net15
 34
 175
 281
Non-operating income, net92
 15
 313
 175
Interest expense(2,971) (3,505) (8,413) (10,984)(2,767) (2,971) (9,291) (8,413)
Income before income tax58,340

63,869
 147,045
 126,927
76,594

58,340
 172,018
 147,045
              
Income tax expense4,020
 5,245
 10,535
 6,423
7,895
 4,020
 16,530
 10,535
Income from continuing operations54,320

58,624
 136,510
 120,504
68,699

54,320
 155,488
 136,510
              
Loss from discontinued operations, net of tax(4,850) (89,060) (5,231) (136,139)
 (4,850) 
 (5,231)
Net income (loss)$49,470

$(30,436) $131,279
 $(15,635)
Net income$68,699

$49,470
 $155,488
 $131,279
              
Earnings (loss) per share - basic: 
  
     
  
    
Continuing operations$2.08
 $2.16
 $5.19
 $4.44
$2.73
 $2.08
 $6.19
 $5.19
Discontinued operations(0.19) (3.28) (0.20) (5.02)
 (0.19) 
 (0.20)
Total earnings (loss) per share - basic$1.90
 $(1.12) $4.99
 $(0.58)
Total earnings per share - basic$2.73
 $1.90
 $6.19
 $4.99
              
Earnings (loss) per share - diluted: 
  
     
  
    
Continuing operations$2.06
 $2.15
 $5.15
 $4.41
$2.71
 $2.06
 $6.15
 $5.15
Discontinued operations(0.18) (3.27) (0.20) (4.99)
 (0.18) 
 (0.20)
Total earnings (loss) per share - diluted$1.88
 $(1.12) $4.95
 $(0.57)
Total earnings per share - diluted$2.71
 $1.88
 $6.15
 $4.95
              
              
Weighted average shares of common stock used in computing earnings per share:   
       
    
Basic26,057
 27,113
 26,321
 27,140
25,161
 26,057
 25,099
 26,321
Diluted26,366
 27,267
 26,520
 27,304
25,396
 26,366
 25,295
 26,520


See accompanying notes to condensed consolidated financial statements.


Table of Contents


HELEN OF TROY LIMITED AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income (Unaudited)

 Three Months Ended November 30,
 2018 2017
 Before Tax Tax (Expense) Benefit Net of Tax Before Tax Tax (Expense) Benefit Net of Tax
(in thousands)     
Income from continuing operations$58,340
 $(4,020) $54,320
 $63,869
 $(5,245) $58,624
Loss from discontinued operations(6,325) 1,475
 (4,850) (83,084) (5,976) (89,060)
Net income (loss)52,015

(2,545)
49,470

(19,215)
(11,221)
(30,436)
            
Other comprehensive income 
  
  
  
  
  
Cash flow hedge activity - interest rate swap   
  
  
  
  
Changes in fair market value(4) 50
 46
 753
 (290) 463
Adoption of ASU No. 2018-02
 
 
 
 
 
Subtotal(4)
50

46

753

(290)
463
            
Cash flow hedge activity - foreign currency contracts 
  
  
  
  
  
Changes in fair market value(563) 96
 (467) 2,928
 (725) 2,203
Settlements reclassified to income1,178
 (197) 981
 (1,328) 271
 (1,057)
Adoption of ASU No. 2018-02
 
 
 
 
 
Subtotal615

(101)
514

1,600

(454)
1,146
Total other comprehensive income (loss)611
 (51) 560
 2,353
 (744) 1,609
Comprehensive income (loss)$52,626

$(2,596)
$50,030

$(16,862)
$(11,965)
$(28,827)
 Three Months Ended November 30, Nine Months Ended November 30,
(in thousands)20192018 20192018
Net income$68,699
$49,470
 $155,488
$131,279
Other comprehensive income (loss), net of tax:     
Cash flow hedge activity - interest rate swaps1,599
46
 (5,562)251
Cash flow hedge activity - foreign currency contracts(1,729)514
 (514)4,325
Total other comprehensive income (loss), net of tax(130)560
 (6,076)4,576
Comprehensive income$68,569
$50,030
 $149,412
$135,855

 Nine Months Ended November 30,
 2018 2017
 Before Tax Tax (Expense) Benefit Net of Tax Before Tax Tax (Expense) Benefit Net of Tax
(in thousands)     
Income from continuing operations$147,045
 $(10,535) $136,510
 $126,927
 $(6,423) $120,504
Loss from discontinued operations(6,809) 1,578
 (5,231) (136,729) 590
 (136,139)
Net income (loss)140,236
 (8,957) 131,279
 (9,802) (5,833) (15,635)
            
Other comprehensive income 
  
  
  
  
  
Cash flow hedge activity - interest rate swap   
  
  
  
  
Changes in fair market value72
 29
 101
 753
 (290) 463
Adoption of ASU No. 2018-02
 150
 150
 
 
 
Subtotal72
 179
 251
 753
 (290) 463
            
Cash flow hedge activity - foreign currency contracts 
  
  
  
  
  
Changes in fair market value3,962
 (504) 3,458
 (1,275) 75
 (1,200)
Settlements reclassified to income1,101
 (236) 865
 (2,208) 434
 (1,774)
Adoption of ASU No. 2018-02
 2
 2
 
 
 
Subtotal5,063
 (738) 4,325
 (3,483) 509
 (2,974)
Total other comprehensive income (loss)5,135
 (559) 4,576
 (2,730) 219
 (2,511)
Comprehensive income (loss)$145,371
 $(9,516) $135,855
 $(12,532) $(5,614) $(18,146)


See accompanying notes to condensed consolidated financial statements.


Table of Contents


HELEN OF TROY LIMITED AND SUBSIDIARIES
Condensed Consolidated Statements of Stockholders’ Equity

 Common StockAdditional Paid in CapitalAccumulated Other Comprehensive Income (Loss)Retained EarningsTotal Shareholders' Equity
(in thousands, including shares) Shares
Par
Value
Balances at August 31, 201826,380
$2,635
$241,633
$4,647
$826,825
$1,075,740
Income from continuing operations



54,320
54,320
Loss from discontinued operations



(4,850)(4,850)
Other comprehensive income, net of tax


560

560
Exercise of stock options10
1
565


566
Net issuance and settlement of restricted stock4





Issuance of common stock related to stock purchase plan14
1
1,076


1,077
Common stock repurchased and retired(815)(81)(4,396)
(95,698)(100,175)
Share-based compensation

6,016


6,016
Cumulative effect of accounting change
(22)(6)
32
4
Balances at November 30, 201825,593
$2,534
$244,888
$5,207
$780,629
$1,033,258
       
Balances at February 28, 201826,576
$2,658
$230,676
$631
$780,494
$1,014,459
Income from continuing operations



136,510
136,510
Loss from discontinued operations



(5,231)(5,231)
Other comprehensive income, net of tax


4,576

4,576
Exercise of stock options121
12
6,069


6,081
Net issuance and settlement of restricted stock144
14
(14)


Issuance of common stock related to stock purchase plan31
3
2,409


2,412
Common stock repurchased and retired(1,279)(127)(11,273)
(131,015)(142,415)
Share-based compensation

17,029


17,029
Cumulative effect of accounting change
(26)(8)
(129)(163)
Balances at November 30, 201825,593
$2,534
$244,888
$5,207
$780,629
$1,033,258
       
Balances at August 31, 201925,130
$2,513
$256,995
$(4,755)$832,622
$1,087,375
Income from continuing operations



68,699
68,699
Other comprehensive loss, net of tax


(130)
(130)
Exercise of stock options7
1
556


557
Net issuance and settlement of restricted stock21
3
(3)


Issuance of common stock related to stock purchase plan15
1
1,426


1,427
Common stock repurchased and retired(6)(1)(1,001)

(1,002)
Share-based compensation

4,758


4,758
Balances at November 30, 201925,167
$2,517
$262,731
$(4,885)$901,321
$1,161,684
       
Balances at February 28, 201924,946
$2,495
$246,585
$1,191
$746,366
$996,637
Income from continuing operations



155,488
155,488
Other comprehensive loss, net of tax


(6,076)
(6,076)
Exercise of stock options69
7
4,183


4,190
Net issuance and settlement of restricted stock199
21
(21)


Issuance of common stock related to stock purchase plan30
2
2,833


2,835
Common stock repurchased and retired(77)(8)(9,592)
(533)(10,133)
Share-based compensation

18,743


18,743
Balances at November 30, 201925,167
$2,517
$262,731
$(4,885)$901,321
$1,161,684

See accompanying notes to condensed consolidated financial statements.


Table of Contents

HELEN OF TROY LIMITED AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
Nine Months Ended November 30,Nine Months Ended November 30,
(in thousands)2018 20172019 2018
Cash provided by operating activities: 
  
 
  
Net income (loss)$131,279
 $(15,635)
Net income$155,488
 $131,279
Less: Loss from discontinued operations(5,231) (136,139)
 (5,231)
Income from continuing operations136,510

120,504
155,488

136,510
Adjustments to reconcile income from continuing operations to net cash provided by operating activities: 
  
 
  
Depreciation and amortization22,490
 25,139
24,876
 22,490
Amortization of financing costs761
 632
763
 761
Non-cash operating lease asset amortization1,371
 
Provision for doubtful receivables725
 2,045
484
 725
Non-cash share-based compensation17,029
 10,619
18,743
 17,029
Non-cash intangible asset impairment charges
 4,000
Gain on the sale or disposal of property and equipment(536) (10)(14) (536)
Deferred income taxes and tax credits4,060
 (54,355)(511) 4,060
Changes in operating capital, net of effects of acquisition of businesses: 
  
 
  
Receivables(64,284) (77,017)(85,747) (64,284)
Inventories(49,137) 2,795
(31,317) (49,137)
Prepaid expenses and other current assets(1,149) (3,356)(1,269) (1,149)
Other assets and liabilities, net5,554
 (1,184)21,091
 5,554
Accounts payable16,694
 (1,961)(2,037) 16,694
Accrued expenses and other current liabilities17,809
 21,425
477
 17,809
Accrued income taxes2,969
 53,637
(980) 2,969
Net cash provided by operating activities - continuing operations109,495

102,913
101,418

109,495
Net cash provided (used) by operating activities - discontinued operations(5,231) 4,716
Net cash used by operating activities - discontinued operations
 (5,231)
Net cash provided by operating activities104,264

107,629
101,418

104,264
      
Cash used by investing activities: 
  
 
  
Capital and intangible asset expenditures(22,166) (10,375)(13,247) (22,166)
Proceeds from the sale of property and equipment1,125
 13
3
 1,125
Net cash used by investing activities - continuing operations(21,041)
(10,362)(13,244)
(21,041)
Net cash used by investing activities - discontinued operations
 (9,479)
 
Net cash used by investing activities(21,041)
(19,841)(13,244)
(21,041)
      
Cash used by financing activities: 
  
 
  
Proceeds from line of credit462,350
 389,500
406,600
 462,350
Repayment of line of credit(411,350) (444,200)(482,000) (411,350)
Repayment of long-term debt(1,900) (5,700)(1,900) (1,900)
Proceeds from share issuances under share-based compensation plans7,802
 6,670
7,025
 8,490
Payment of tax obligations resulting from cashless share award settlements(4,660) (6,830)
Payments for repurchases of common stock(137,067) (29,158)(10,133) (142,415)
Net cash used by financing activities - continuing operations(84,825)
(89,718)(80,408)
(84,825)
Net cash used by financing activities - discontinued operations
 

 
Net cash used by financing activities(84,825)
(89,718)(80,408)
(84,825)
      
   
Net decrease in cash and cash equivalents(1,602) (1,930)
Net increase (decrease) in cash and cash equivalents
7,766
 (1,602)
Cash and cash equivalents, beginning balance20,738
 23,087
11,871
 20,738
Cash and cash equivalents, ending balance19,136

21,157
19,637

19,136
Less: Cash and cash equivalents of discontinued operations, ending balance
 1,232

 
Cash and cash equivalents of continuing operations, ending balance$19,136

$19,925
$19,637

$19,136
      
Supplemental non-cash items not included above resulting from the adoption of ASC 842   
Initial recognition of operating lease asset$(37,082) $
Initial recognition of lease liabilities47,223
 
Accrued expenses and other current liabilities(2,873) 
Other assets and liabilities, net(7,311) 
Prepaid expenses and other current assets43
 
 
See accompanying notes to condensed consolidated financial statements.


Table of Contents


HELEN OF TROY LIMITED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
November 30, 20182019


Note 1 - Basis of Presentation and Related Information


The accompanying condensed consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly our consolidated financial position as of November 30, 20182019 and February 28, 2018,2019, and the results of our consolidated operations for the interim periods presented.  We follow the same accounting policies when preparing quarterly financial data as we use for preparing annual data. These statements should be read in conjunction with the consolidated financial statements and the notes included in our latest annual report on Form 10-K for the fiscal year ended February 28, 2018,2019, and our other reports on file with the Securities and Exchange Commission (“SEC”).


When used in these 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 the "FASB” refer to the Financial Accounting Standards Board. References to “GAAP” refer to United States (“U.S.”) generally accepted accounting principles.  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 global designer, developer, importer, marketer, and distributor of an expanding portfolio of brand-name consumer products.  We have three3 segments: Housewares, Health & Home, and Beauty.  Our Housewares segment provides a broad range of innovative consumer products for the home.  Product offerings include food preparation tools and storage containers; cleaning, bath and garden tools and accessories; infant and toddler care products; and insulated beverage, food containers and food containers.coolers.  The Health & Home segment focuses on health care devices such as thermometers, humidifiers, blood pressure monitors, and heating pads; water filtration systems; and small home appliances such as portable heaters, fans, air purifiers, and insect control devices.  Our Beauty segment products include electric hair care, beauty care and wellness appliances; grooming tools and accessories; and liquid-, solid- and powder-based personal care and grooming products.


OnIn December 20, 2017, we completed the divestiture of the Nutritional Supplements segment through the sale of Healthy Directions LLC and its subsidiaries to Direct Digital, LLC.  The results of the Nutritional Supplements operations have been reported as discontinued operations for all periods presented in the consolidated financial statements.  For more information, see Note 45 to these condensed consolidated financial statements.  All other notes present results from continuing operations.


Our business is seasonal due to different calendar events, holidays and seasonal weather patterns. 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 and the United States.


Our condensed consolidated financial statements are prepared in U.S. Dollars.  All intercompany accounts and transactions are eliminated in consolidation.


The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in our condensed consolidated financial statements and accompanying notes. Actual results may differ materially from those estimates.


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We have reclassified, combined or separately disclosed certain amounts in the prior years’ condensed consolidated financial statements and accompanying footnotes to conform with the current period’s presentation, including discontinued operations (see Note 4) and the adoption of ASU 2014-09,Revenue from Contracts with Customers (Topic 606) (see Notes 2 and 3).presentation.


Note 2 - New Accounting Pronouncements
 
Not Yet AdoptedExcept for the changes discussed below, there have been no changes in the information provided in our Form 10-K for the fiscal year ended February 28, 2019.  


Adopted in Fiscal 2020

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842).  The new guidance requires the recognition of lease liabilities, representing future minimum lease payments, on a discounted basis, and corresponding right-of-use assets on a balance sheet for most leases, along with requirements for enhanced disclosures to give financial statement users the ability to assess the amount, timing and uncertainty of cash flows arising from leasing arrangements. In July 2018, the FASB issued ASU 2018-10 and 2018-11guidance which permitpermits application of the new guidance at the beginning of the year of adoption, recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption, in addition to the method of applying the new guidance retrospectively to each prior reporting period presented. TheWe adopted the standard in the first quarter of fiscal 2020 using the transition method introduced by ASU is effective2018-11, which does not require revisions to comparative periods. We elected to implement the transition package of practical expedients permitted within the new standard, which included (i) not reassessing whether expired or existing contracts contain leases, (ii) not reassessing lease classification, and (iii) not revaluing initial direct costs for us onexisting leases. Adoption of the new standard resulted in the recording of initial lease assets and lease liabilities of approximately $37.1 million and $47.2 million, respectively, as of March 1, 2019. We are currently evaluatingThe difference between the lease assets and lease liabilities primarily relates to deferred rent and unamortized lease incentives recorded in accordance with the previous lease guidance. The new standard did not materially impact this guidance may have on our condensed consolidated financial statements.statements of income or cash flows (see Note 4).


In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging - Targeted Improvements to Accounting for Hedging Activities (Topic 815), which amends and simplifies hedge accounting with the intent of better aligning financial reporting for hedging relationships with an entity's risk management activities. The ASU is effective for us on March 1, 2019.  We are currently evaluating the impact this guidance may have on our consolidated financial statements.

In August 2018,April 2019, the FASB issued ASU 2018-15, Intangibles-Goodwill2019-04, which provides clarifications and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurredminor improvements related to develop or obtain internal-use software. The ASU is effective for us on March 1, 2020, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact this guidance may have on our consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 removes certain disclosures, modifies certain disclosures and adds additional disclosures.  The ASU is effective for us on March 1, 2020, and interim periods within those fiscal years. Early adoption is permitted. Certain disclosures in ASU 2018-13 would need to be applied on a retrospective basis and others on a prospective basis. We are currently evaluating the impact this guidance may have on our consolidated financial statements.

Adopted

In February 2018, the FASB issued ASU No. 2018-02,Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (Topic 220).  The amendments in ASU 2018-02 allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017.815. Adoption of this guidance in the first quarter of fiscal 20192020 did not have a material impact on our consolidated financial statementsstatements.


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In May 2017, the FASB issued ASU 2017-09,Compensation – Stock Compensation (Topic 718):  Scope of Modification Accounting (Topic 718).  This update amends the scope of modification accounting surrounding share-based payment arrangements as issued in ASU 2016-09 by providing guidance on the various types of changes which would trigger modification accounting for share-based payment awards. Adoption of this guidance in the first quarter of fiscal 2019 did not have a material impact on our consolidated financial statements.

In January 2017, the FASB, issued ASU 2017-04,Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This guidance provides for a single-step quantitative test to identify and measure impairment, requiring an entity to recognize an impairment charge for the amount by which the goodwill carrying amount exceeds the reporting unit’s fair value.  Adoption of this guidance in the first quarter of fiscal 2018 did not have a material impact on our consolidated financial statements.

In October 2016, the FASB issued ASU 2016-16,Accounting for Income Taxes: Intra–Entity Asset Transfers of Assets Other Than Inventory (Topic 740).  ASU 2016-16 amends accounting guidance for intra-entity transfers of assets other than inventory to require the recognition of taxes when the transfer occurs.  The amendment was effective for us on March 1, 2018.  A modified retrospective approach is required for transition to the new guidance, with a cumulative-effect adjustment consisting of the net impact from (1) the write-off of any unamortized expense previously deferred and (2) recognition of any previously unrecognized deferred tax assets, net of any valuation allowance.  The new guidance does not include any specific new disclosure requirements.  Adoption of this guidance in the first quarter of fiscal 2019 did not have a material impact on our consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09,Revenue from Contracts with Customers (Topic 606). ASU 2014-09 provides a framework for revenue recognition that replaces most existing GAAP revenue recognition guidance.  We adopted the guidance in the first quarter of fiscal 2019. See Note 3 for a further discussion regarding the impact of adoption of this guidance on our consolidated financial statements.


Note 3 - Revenue Recognition


We adopted the provisions of ASU 2014-9 in the first quarter of fiscal 2019, and we elected to adopt the standard using the retrospective method. The core principle of the guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. 


Our revenue is primarily generated from the sale of non-customized consumer products to customers. Revenue is recognized when control of, and title to, the product sold transfers to the customer. Therefore, the timing and amount of revenue recognized was not materially impacted by the new guidance. We have thus concluded that the adoption of the guidance did not have a material impact on our consolidated financial statements. The provisions of the new guidance did however impact the classification of certain consideration paid to our customers. We therefore have reclassified an immaterial

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amount of such payments from SG&A to a reduction of net sales revenue for all periods presented. Also, in accordance with the guidance, we reclassified an immaterial amount of estimated sales returns from a reduction of receivables to accrued expenses and other current liabilities for all periods presented.  We elected to adopt the guidance using the full retrospective method. 


We measure revenue as the amount of consideration for which we expect to be entitled, in exchange for transferring goods.  Certain customers may receive cash incentives such as customer discounts (including volume or trade discounts), advertising discounts and other customer-related programs which are accounted for as variable consideration.  In some cases, we apply judgment, such as contractual

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rates and historical payment trends, when estimating variable consideration.  In accordance with the guidance, most variable consideration is classified as a reduction to net sales.


Sales taxes and other similar taxes are excluded from revenue.  We elected to account for shipping and handling activities as a fulfillment cost as permitted by the guidance.  We do not have unsatisfied performance obligations since our performance obligations are satisfied at a single point in time.


Note 4 - Leases

Adoption of the new lease standard resulted in the recording of lease assets and lease liabilities of approximately $37.1 million and $47.2 million, respectively, as of March 1, 2019. The difference between the lease assets and lease liabilities primarily relates to unamortized lease incentives and deferred rent recorded in accordance with the previous lease guidance. The new standard did not materially impact our consolidated statements of income or cash flows.
The effectCompany primarily has 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 adoptionfuture lease payments over the lease term at commencement date. As most of ASU 2014-9our lease contracts do not provide an explicit interest rate, we use an estimated secured incremental borrowing rate based on the information available at 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 one to 13 years.  Lease expense for lease payments is recognized on a straight-line basis over the lease term in a manner similar to previous accounting guidance. 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 condensed 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. Under the new guidance, operating lease expense recognized in the condensed consolidated statements of income during the three and nine month periods ended November 30, 2019 was $1.5 millionand$4.8 million, respectively.  Short-term lease expense is excluded from this amount and is not material.  The non-cash component of lease expense is included as an adjustment to reconcile income from continuing operations to net cash provided by operating activities in the condensed consolidated statements of cash flows.

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A summary of supplemental lease information is as follows:
 November 30, 2019
Weighted average remaining lease term (years)10.9
Weighted average discount rate6.11%
Year-to-date cash paid for amounts included in the measurement of lease liabilities: 
Operating cash flows from operating leases$3,310


A summary of our estimated lease payments, imputed interest and liabilities are as follows:
(in thousands) 
Fiscal 2020 (balance for remainder of fiscal year)$1,272
Fiscal 20216,082
Fiscal 20225,959
Fiscal 20235,601
Fiscal 20245,102
Thereafter40,132
Total future lease payments64,148
Less: imputed interest(19,057)
Present value of lease liability$45,091

 November 30, 2019
Lease liabilities, current (1)$3,331
Lease liabilities, non-current41,760
Total lease liability$45,091

(1) Included as part of "Accrued expenses and other current liabilities" on the condensed consolidated financial statements from continuing operations is as follows:balance sheet.

(in thousands)Before Reclassification   After Reclassification
Balance Sheet 
February 28, 2018 Reclassification February 28, 2018
Receivables  
$273,168
 $2,397
 $275,565
Accrued expenses and other current liabilities $165,864
 $2,397
 $168,261
(in thousands)Before Reclassification   After Reclassification
Statement of Income 
Three Months Ended November 30, 2017 Reclassification Three Months Ended November 30, 2017
Sales revenue, net$423,709
 $(2,868) $420,841
SG&A 
$112,501
 $(2,868) $109,633
(in thousands)Before Reclassification   After Reclassification
Statement of Income 
Nine Months Ended November 30, 2017 Reclassification Nine Months Ended November 30, 2017
Sales revenue, net 
$1,098,900
 $(7,619) $1,091,281
SG&A 
$318,009
 $(7,619) $310,390


Note 4 –5 - Discontinued Operations


In December 2017, we completed the divestiture of the Nutritional Supplements segment through the sale of Healthy Directions LLC and its subsidiaries ("Healthy Directions") to Direct Digital, LLC. The purchase price from the sale was comprised of $46.0 million in cash, which was paid at closing, and a supplemental payment with a target value of $25.0 million, payable on or before August 1, 2019.  TheDuring fiscal 2019, the final amount of the supplemental payment has beenwas adjusted to $10.8 million based on a settlement with respect to the calculation of the performance of Healthy Directions through February 28, 2018.  During the third quarter of fiscal 2019, we reduced the estimated value of the supplemental payment to $10.8 million and recordedThe adjustment resulted in a corresponding pre-tax charge of $5.8 million ($4.4 million after tax) to discontinued operations. Also,The supplemental payment of $10.8 million was received during the thirdsecond quarter of fiscal 2020. Also, during fiscal 2019, we recorded an additional charge of $0.5$1.5 million (before and($1.3 million after tax) to discontinued operations, resulting from the resolution of certain contingencies. In conjunction with the sale of the business, we have agreed to provideprovided certain transition services for up to an eighteen-month period followingthat ceased during the closingsecond quarter of the transaction.fiscal 2020.

There were no balance sheet amounts related to discontinued operations for either period presented. The results of operations associated with discontinued operations are presented in the following table:


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 Three Months Ended November 30, Nine Months Ended November 30,
(in thousands)2018 2017 2018 2017
Sales revenue, net$
 $29,337
 $
 $92,213
Cost of goods sold
 8,568
 
 26,860
Gross profit

20,769
 
 65,353
        
Selling, general and administrative expense ("SG&A")
 21,394
 
 69,324
Asset impairment charges (1)
 82,227
 
 132,297
Restructuring charges
 118
 
 118
Operating loss

(82,970) 
 (136,386)
        
Gain (loss) on sale before income tax (2)(6,325) 
 (6,809) 
Interest expense
 (114) 
 (343)
Loss before income tax(6,325) (83,084) (6,809) (136,729)
        
Income tax benefit (expense)1,475
 (5,976) 1,578
 590
Loss from discontinued operations$(4,850)
$(89,060) $(5,231) $(136,139)
        

(1)
Included pre-tax non-cash asset impairment charges consisting of $70.6 million to goodwill and $11.6 million to indefinite-lived brand assets for the three months ended November 30, 2017. Included pre-tax non-cash asset impairment charges consisting of $96.6 million to goodwill and $35.7 million to indefinite-lived brand assets for the nine months ended November 30, 2017.

(2)Includes adjustments recorded during fiscal 2019 to the initial estimated gain on sale before income tax recorded in the fourth quarter of fiscal 2018.
Note 5 –6 - Supplemental Balance Sheet Information


PROPERTY AND EQUIPMENT
(in thousands)
Estimated
Useful Lives
(Years)
 November 30, 2019 February 28, 2019
Land    $12,644
 $12,644
Building and improvements3-40 113,608
 113,820
Computer, software, furniture and other equipment3-15 86,888
 84,711
Tools, molds and other production equipment3-7 37,756
 36,378
Construction in progress    14,047
 6,529
Property and equipment, gross    264,943

254,082
Less accumulated depreciation    (133,764) (123,744)
Property and equipment, net    $131,179

$130,338
(in thousands)
Estimated
Useful Lives
(Years)
 November 30, 2018 February 28, 2018
Land -  $12,644
 $12,800
Building and improvements3-40 104,227
 106,870
Computer, software, furniture and other equipment3-15 81,038
 79,657
Tools, molds and other production equipment1-10 36,471
 33,466
Construction in progress -  19,162
 5,912
Property and equipment, gross    253,542

238,705
Less accumulated depreciation    (122,602) (115,202)
Property and equipment, net    $130,940

$123,503

 
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES 
(in thousands)November 30, 2019 February 28, 2019
Accrued compensation, benefits and payroll taxes$37,410
 $36,782
Accrued sales discounts and allowances31,661
 28,655
Accrued sales returns24,159
 23,316
Accrued advertising30,970
 26,549
Other47,069
 49,858
Total accrued expenses and other current liabilities$171,269
 $165,160
(in thousands)November 30, 2018 February 28, 2018
Accrued compensation, benefits and payroll taxes$32,196
 $37,666
Accrued sales discounts and allowances34,134
 28,311
Accrued sales returns27,391
 24,842
Accrued advertising31,449
 25,324
Accrued legal fees and settlements2,162
 17,243
Other56,905
 34,875
Total accrued expenses and other current liabilities$184,237
 $168,261

  
Note 6 –7 - Goodwill and Intangible Assets


We perform annual impairment tests each fiscal year during the fourth quarter and also perform interim impairment tests, if and when necessary. We did not record any impairment charges for the nine month periods ended November 30, 2019 or 2018, respectively.




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During the first quarter of fiscal 2018, we performed interim impairment testing for a certain brand in our Beauty segment due to a revised financial projection. As a result of our testing, we recorded a pre-tax non-cash asset impairment charge of $4.0 million ($3.6 million after tax). The following table summarizes the carrying amounts and accumulated amortization for all intangible assets by segment as of the end of the periods presented:
November 30, 2018 February 28, 2018November 30, 2019 February 28, 2019
(in thousands)
Gross
Carrying
Amount
 
Cumulative
Goodwill
Impairments
 
Accumulated
Amortization
 
Net Book
Value
 
Gross
Carrying
Amount
 
Cumulative
Goodwill
Impairments
 
Accumulated
Amortization
 
Net Book
Value
Gross
Carrying
Amount
 
Cumulative
Goodwill
Impairments
 
Accumulated
Amortization
 
Net Book
Value
 
Gross
Carrying
Amount
 
Cumulative
Goodwill
Impairments
 
Accumulated
Amortization
 
Net Book
Value
Housewares: 
  
  
  
  
  
  
  
 
  
  
  
  
  
  
  
Goodwill$282,056
 $
 $
 $282,056
 $282,056
 $
 $
 $282,056
$282,056
 $
 $
 $282,056
 $282,056
 $
 $
 $282,056
Trademarks - indefinite134,200
 
 
 134,200
 134,200
 
 
 134,200
134,200
 
 
 134,200
 134,200
 
 
 134,200
Other intangibles - finite41,284
 
 (18,915) 22,369
 40,828
 
 (17,530) 23,298
41,846
 
 (20,881) 20,965
 41,417
 
 (19,398) 22,019
Subtotal457,540



(18,915)
438,625

457,084



(17,530)
439,554
458,102



(20,881)
437,221

457,673



(19,398)
438,275
                              
Health & Home: 
  
  
  
  
  
  
  
 
  
  
  
  
  
  
  
Goodwill284,913
 
 
 284,913
 284,913
 
 
 284,913
284,913
 
 
 284,913
 284,913
 
 
 284,913
Trademarks - indefinite54,000
 
 
 54,000
 54,000
 
 
 54,000
54,000
 
 
 54,000
 54,000
 
 
 54,000
Licenses - finite17,050
 
 (15,315) 1,735
 15,300
 
 (15,300) 
17,050
 
 (15,665) 1,385
 17,050
 
 (15,402) 1,648
Licenses - indefinite7,400
 
 
 7,400
 7,400
 
 
 7,400
7,400
 
 
 7,400
 7,400
 
 
 7,400
Other intangibles - finite117,763
 
 (85,243) 32,520
 117,586
 
 (77,128) 40,458
118,139
 
 (95,776) 22,363
 117,967
 
 (87,953) 30,014
Subtotal481,126



(100,558)
380,568

479,199



(92,428)
386,771
481,502



(111,441)
370,061

481,330



(103,355)
377,975
                              
Beauty: 
  
  
  
  
  
  
  
 
  
  
  
  
  
  
  
Goodwill81,841
 (46,490) 
 35,351
 81,841
 (46,490) 
 35,351
81,841
 (46,490) 
 35,351
 81,841
 (46,490) 
 35,351
Trademarks - indefinite30,407
 
 
 30,407
 30,407
 
 
 30,407

 
 
 
 30,407
 
 
 30,407
Trademarks - finite150
 
 (101) 49
 150
 
 (97) 53
30,557
 
 (3,347) 27,210
 150
 
 (102) 48
Licenses - indefinite10,300
 
 
 10,300
 10,300
 
 
 10,300
10,300
 
 
 10,300
 10,300
 
 
 10,300
Licenses - finite13,696
 
 (12,403) 1,293
 13,696
 
 (12,166) 1,530
13,696
 
 (12,721) 975
 13,696
 
 (12,482) 1,214
Other intangibles - finite46,402
 
 (46,110) 292
 46,402
 
 (45,133) 1,269
46,402
 
 (46,172) 230
 46,402
 
 (46,126) 276
Subtotal182,796

(46,490)
(58,614)
77,692

182,796

(46,490)
(57,396)
78,910
182,796

(46,490)
(62,240)
74,066

182,796

(46,490)
(58,710)
77,596
Total$1,121,462

$(46,490)
$(178,087)
$896,885

$1,119,079

$(46,490)
$(167,354)
$905,235
$1,122,400

$(46,490)
$(194,562)
$881,348

$1,121,799

$(46,490)
$(181,463)
$893,846
 
After discontinuing the formal sale process and revising the strategic initiatives for our Personal Care business during the first quarter of fiscal year 2020, we changed trademarks related to the business with a net book value of $30.4 million from indefinite lived to finite lived assets. The amortization of these trademarks is now included in amortization expense for the nine months ended November 30, 2019, and these assets are expected to be fully amortized by the end of fiscal year 2027.

The following table summarizes the amortization expense attributable to intangible assets recorded in SG&A in the condensed consolidated statements of income for the periods shown below, as well as our estimated amortization expense for fiscal 20192020 through 2024:2025:
Aggregate Amortization Expense
  
For the three months ended (in thousands)
For the three months ended (in thousands)
For the three months ended (in thousands)
November 30, 2019$4,790
November 30, 2018$3,300
3,300
November 30, 20174,660


Aggregate Amortization Expense 
 
For the nine months ended (in thousands)
November 30, 2019$13,129
November 30, 201810,822

Aggregate Amortization Expense 
 
For the nine months ended (in thousands)
November 30, 2018$10,822
November 30, 201714,198


Estimated Amortization Expense (in thousands)
 
Fiscal 2019$14,110
Fiscal 202013,127
Fiscal 202110,459
Fiscal 20224,047
Fiscal 20233,975
Fiscal 20243,664



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Estimated Amortization Expense (in thousands)
 
Fiscal 2020$17,557
Fiscal 202116,437
Fiscal 20229,530
Fiscal 20239,261
Fiscal 20247,386
Fiscal 20256,854


Note 7 –8 - Share-Based Compensation Plans


We have equity awards outstanding under several share-based compensation plans. During the three-three and nine-monthsnine months ended November 30, 2018,2019, we had the following share-based compensation activity:


We issued 1,160904 and 3,8973,208 shares to non-employee Board members with a total grant date fair value of $0.1 and $0.3 million, respectively, and weighted average share prices of $120.70$155.13 and $100.08,$131.33, respectively.


We granted time-vested restricted stock units ("RSUs") that may be settled for 77,834390 and 149,6323,669 shares of common stock, respectively. The RSU grants have a weighted average grant price of $125.44$153.75 and $106.67$116.00 per share, respectively, for a total award value at date of grant of $0.1 and $0.4 million, respectively.

We granted time-vested restricted stock awards ("RSAs") that may be settled for 506 and 46,278 shares of common stock, respectively. The RSA grants have a weighted average grant price of $147.61 and $114.35 per share, respectively, for a total award fair value at date of grant of $9.8$0.1 million and $16.0$5.3 million, respectively.


There were no0 grants of performance-based restricted stock units ("PSUs") granted during the three months ended November 30, 2018.2019. For the nine-monthsnine months ended November 30, 2018,2019, we granted PSUs that may be settled for 76,0646,088 shares of common stock withat target. The PSU grants have a weighted average grant price of $86.24$110.85 per share andfor a total award fair value at date of grant of $6.6$0.7 million.


There were 0 grants of performance-based restricted stock awards ("PSAs") during the three months ended November 30, 2019. For the nine months ended November 30, 2019, we granted PSAs that are targeted to be settled for 122,402 shares of common stock. The PSA grants have a weighted average grant price of $110.85 per share for a total award fair value at date of grant of $13.6 million.

RSUs for 87520,449 and 37,94286,778 shares vested and settled, respectively, with a total fair value at settlement of $0.1$3.1 and $3.4$10.7 million and a weighted average grantshare price of $126.99$153.63 and $89.55 per share,$123.79, respectively.  


There were 0 PSUs for 2,213shares that vested and 102,617settled during the three months ended November 30, 2019. For the nine months ended November 30, 2019, there were 108,572 shares vested and settled respectively, with a total grant date fair value at settlement of $0.3 and $9.4$14.7 million, and a weighted average grantshare price of $126.94$135.85.

RSAs for 44 shares vested and $91.88 persettled with an immaterial fair value amount and a weighted average share respectively.price of $150.86 during the three months ended November 30, 2019. RSAs for 972 shares vested and settled with a fair value amount of $0.1 million and a weighted average share price of $150.86 during the nine month period ended November 30, 2019.


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Employees exercised stock options to purchase 9,5846,892 and 120,76868,657 shares of common stock, respectively.


The Helen of Troy Limited 2008 Employee Stock Purchase Plan (“2008 ESPP”) became effective on September 1, 2008,There were 15,013 and expired by its terms on September 1, 2018. On August 22, 2018, our shareholders approved the 2018 Employee Stock Purchase Plan (the "2018 ESPP"). The aggregate number of shares29,803 purchases of common stock that may be purchased under the 2018 ESPP will not exceed 750,000 shares. Under the termsemployee stock purchase plan at an average price of the plan, employees 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. Accordingly, the fair value award associated with their discounted purchase price is expensed at the time of purchase. For the three months ended November 30, 2018, employees purchased 14,222 shares under the 2018 ESPP.$95.03 and $95.16, respectively.

The Helen of Troy Limited 2008 Stock Incentive Plan (“2008 Stock Incentive Plan”) and the 2008 Non-Employee Directors Stock Incentive Plan ("2008 Directors' Plan") became effective on August 19, 2008, and expired by their terms on August 19, 2018. On August 22, 2018, our shareholders approved the 2018 Stock Incentive Plan (the “2018 Plan”). The 2018 Plan permits the granting of stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards. The aggregate number of shares for issuance under the 2018 Plan will not exceed 2,000,000 shares. As of November 30, 2018, there were 1,922,806 shares remaining for issuance under the 2018 Plan.

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We recorded the following share-based compensation expense in SG&A for the periods shown below: 
 Three Months Ended November 30, Nine Months Ended November 30,
(in thousands, except per share data)2019 2018 2019 2018
Stock options$21
 $128
 $172
 $655
Directors stock compensation140
 140
 421
 386
Performance based and other stock awards4,138
 5,419
 17,366
 15,337
Employee stock purchase plan459
 329
 784
 651
Share-based compensation expense4,758
 6,016
 18,743
 17,029
Less income tax benefits(343) (398) (1,434) (1,009)
Share-based compensation expense, net of income tax benefits$4,415
 $5,618
 $17,309
 $16,020
        
Impact of share-based compensation on earnings per share from continuing operations:
Basic$0.18
 $0.22
 $0.69
 $0.61
Diluted$0.17
 $0.21
 $0.68
 $0.60
        

 Three Months Ended November 30,
(in thousands, except per share data)2018 2017
Stock options$128
 $327
Directors stock compensation200
 175
Performance based and other stock awards5,419
 3,939
Employee stock purchase plan329
 
Share-based compensation expense6,076

4,441
Less income tax benefits(398) (781)
Share-based compensation expense, net of income tax benefits$5,678

$3,660
    
Impact of share-based compensation on earnings per share from continuing operations:   
Basic$0.22
 $0.13
Diluted$0.22
 $0.13

 Nine Months Ended November 30,
(in thousands, except per share data)2018 2017
Stock options$655
 $1,289
Directors stock compensation550
 575
Performance based and other stock awards15,337
 8,664
Employee stock purchase plan651
 263
Share-based compensation expense17,193
 10,791
Less income tax benefits(1,009) (1,862)
Share-based compensation expense, net of income tax benefits$16,184
 $8,929
    
Impact of share-based compensation on earnings per share from continuing operations:   
Basic$0.61
 $0.33
Diluted$0.61
 $0.33


Note 8 –9 - Repurchase of Helen of Troy Common Stock


OnIn May 10, 2017,2019, we announced that our Board of Directors had authorized the repurchase of up to $400 million of our outstanding common stock.The authorization is effective May 8, 2019 for a period of three years and replaced our existingHelen of Troy's previous repurchase authorization, of which approximately $82$107.4 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.  As of November 30, 2018,2019, our repurchase authorization allowed for the purchase of $185.6$393.0 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 equity holder can be paid for by having the equity holder tender back to the Company a number of shares at fair value equal to the amounts due.  Net exercises are treated as purchases and retirements of shares.




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The following table summarizes our share repurchase activity for the periods shown:
 Three Months Ended November 30, Nine Months Ended November 30,
(in thousands, except share and per share data)2019 2018 2019 2018
Common stock repurchased on the open market:      
Number of shares
 813,696
 
 1,220,721
Aggregate value of shares$
 $100,000
 $
 $137,067
Average price per share$
 $122.90
 $
 $112.28
        
Common stock received in connection with share-based compensation:    
Number of shares6,509
 1,398
 77,067
 58,470
Aggregate value of shares$1,002
 $175
 $10,133
 $5,348
Average price per share$153.88
 $125.03
 $131.48
 $91.47

 Three Months Ended November 30, Nine Months Ended November 30,
(in thousands, except share and per share data)20182017 20182017
Common stock repurchased on the open market:     
Number of shares813,696
311,100
 1,220,721
311,100
Aggregate value of shares$100,000
$29,158
 $137,067
$29,158
Average price per share$122.90
$93.72
 $112.28
$93.72
      
Common stock received in connection with share-based compensation: 
   
Number of shares1,398
299
 58,470
72,864
Aggregate value of shares$175
$27
 $5,348
$7,000
Average price per share$125.03
$91.94
 $91.47
$96.07


Note 9 –10 - Restructuring Plan


In October 2017, we announced that we had approved a restructuring plan (referred to as “Project Refuel”) intended to enhance the performance of primarily the Beauty and former Nutritional Supplements segments.. Project Refuel includes a reduction-in-force and the elimination of certain contracts and operating expenses.  During the first quarter of fiscal 2019, we expanded Project Refuel to include the realignment and streamlining of our supply chain structure.  We are targeting total annualized profit improvements of approximately $8.0 to $10.0 million over the duration of the plan.  We estimate the plan will be completed by the first quarter ofduring fiscal 2020, and expect to incur total restructuring charges in the range of approximately $5.0 to $5.5$7.0 million duringover the periodduration of the plan. Restructuring provisions are determined based on estimates prepared at the time the restructuring actions are approved by management and are revised periodically.


Restructuring charges forFor the three monthsmonth period ended November 30, 2018 were not meaningful. We2019, we incurred $2.6an insignificant amount of pre-tax restructuring charges. For the nine month period ended November 30, 2019, we incurred $1.1 million of pre-tax restructuring charges during the nine months ended November 30, 2018, related primarily to employee severance and termination benefits. These charges were primarily related to our Beauty segmentbenefits and shared service supply chain initiatives.  Our program to date haslease termination costs. Since implementing Project Refuel, we have incurred $4.5$6.5 million of pre-tax restructuring costs related to employee severance and termination benefits and contract termination costs. 

as of November 30, 2019.  During the three and nine monthsmonth periods ended November 30, 2018,2019, we made total cash restructuring payments of $0.9$0.3 million and $2.5$1.8 million, respectively. Since implementing Project Refuel, we have made total cash restructuring payments of $6.0 million. We had a remaining liability of $0.8$0.5 million as of November 30, 2018.2019.

During the three and nine months ended November 30, 2017, we incurred $1.2 million of pre-tax restructuring costs related to employee severance and termination benefits for our Beauty segment.


Note 10 –11 - Commitments and Contingencies


Thermometer Patent LitigationLegal MattersIn January 2016,May 2018, we settled a jury ruled against us in a case that involved claims by Exergen Corporation.  The case involved the alleged patent infringement dispute related to two forehead thermometer models sold by our subsidiary, Kaz USA, Inc., in the United States.  As a result of the jury verdict, we recorded a charge in fiscal 2016 including legal fees and other related expenses, of $17.8 million (before and after tax).  In June 2016, certain post-trial motions were concluded with Exergen Corporation being awarded an additional $1.5 million of pre-judgment compensation. We accrued this additional amount in May 2016.  In July 2016, we appealed the judgment to the United States Court of Appeals for the Federal Circuit.  In March 2018, the Federal Circuit issued a decision, which reversed the district court’s verdict of infringement of one of the two patents at issue and remanded the damage award for a determination by the district court of the impact the reversal of infringement has on the damage award.  Following the remand, we entered into a settlement agreement, filed a Stipulation of Dismissal with Prejudice and made a settlement payment of $15.0 million, on May 31, 2018. which was accrued in prior periods along with related legal fees and other costs.      


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Other MattersWe 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. Notes 5, 11, 12 and 13 to these condensed consolidated financial statements provide additional information regarding certain

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Lease Commitments– The implementation of the new lease guidance (ASC 842) using the effective date method requires the disclosure of our significantlease commitments from our latest annual report on Form 10-K for the interim periods during the first year of adoption (see Note 4). The lease commitments as of February 28, 2019 were as follows:
 Fiscal Years Ended the Last Day of February:
  20202021202220232024After
(in thousands)Total1 year2 years3 years4 years5 years5 years
Operating leases$69,482
$5,171
$6,678
$6,411
$5,743
$5,078
$40,401


The minimum rental payments for operating leases presented above were determined in accordance with the previous lease guidance (ASC 840). Note 4 presents a summary of our estimated lease payments, imputed interest and contingencies.liabilities as of November 30, 2019, in accordance with the new lease guidance (ASC 842).


Note 11 –12 - Long-Term Debt


We have a credit agreement (the “Credit Agreement”) with Bank of America, N.A., as administrative agent, and other lenders that provided for an unsecured total revolving commitment of $1.0 billion as of November 30, 2018.2019. The commitment under the Credit Agreement terminates and the Credit Agreement matures on December 7, 2021. Borrowings accrue interest under one of two2 alternative methods (based upon a base rate of LIBOR) as described in the Credit Agreement. 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 fees and letter of credit fees under the Credit Agreement.  Outstanding letters of credit reduce the borrowing availability under the Credit Agreement on a dollar-for-dollar basis.  As of November 30, 2018,2019, the outstanding revolving loan principal balance was $320.4$225.8 million (excluding prepaid financing fees) and the face amount of outstanding letters of credit was $9.0 million. For the three and nine monthsmonth periods ended November 30, 2019, borrowings under the Credit Agreement incurred interest charges at rates ranging from 2.7% to 5.3%and2.7% to 5.5%, respectively. For the three and nine month periods ended November 30, 2018, borrowings under the Credit Agreement incurred interest charges at rates ranging from 3.1% to 5.3% and 2.8% to 5.3%, respectively. For the three and nine months ended November 30, 2017, borrowings under the Credit Agreement incurred interest charges at rates ranging from 2.5% to 4.5% and 2.3% to 4.8%, respectively. As of November 30, 2018,2019, the amount available for borrowings under the Credit Agreement was $670.6$765.2 million. Covenants in our debt agreements limit the amount of total indebtedness we can incur.  As of November 30, 2018,2019, these covenants effectively limited our ability to incur more than $526.5$730.5 million of additional debt from all sources, including our Credit Agreement, or $670.6$765.2 million in the event a qualified acquisition is consummated. 

The following table summarizes our long-term debt as of the end of the periods shown:
LONG-TERM DEBT
(in thousands)
Original
Date
Borrowed
 
Interest
Rates
 Matures November 30, 2018 February 28, 2018November 30, 2019February 28, 2019
Mississippi Business Finance Corporation Loan (the "MBFC Loan") (1)03/13 Floating 03/23 $22,331
 $24,219
$20,447
$22,335
Credit Agreement (2)01/15 Floating 12/21 317,399
 265,650
223,800
298,449
Total long-term debt      339,730
 289,869
244,247
320,784
Less current maturities of long-term debt      (1,884) (1,884)(1,884)(1,884)
Long-term debt, excluding current maturities      $337,846
 $287,985
$242,363
$318,900


 
(1)The MBFC Loan is unsecured with an original balance of $37.6 million and incursbears floating interest based on applicable LIBOR plus a margin of up to 2.0%, or a Base Rate plus a margin of up to 1.0%, as determined by the interest rate elected and the Leverage Ratio. Theleverage ratio defined in the loan is subject to holder’s call on or afteragreement. Since March 1, 2018.2018, the loan may be called by the holder at anytime.  The loan can be prepaid without penalty.  The remaining principal balance is payable as follows: $1.9 million annually on March 1, 20192020 through 2022; and $14.8 million on March 1, 2023.  Any remaining outstanding principal and interest is due upon maturity on March 1, 2023.


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(2)FloatingThe Credit Agreement matures on December 7, 2021. The Credit Agreement's floating interest rates are hedged with an interest rate swapswaps to effectively fix interest rates on $100$225 million of the outstanding principal balance under the Credit Agreement.  Notes 1213 and 1314 to these condensed consolidated financial statements provide additional information regarding the interest rate swap.swaps.


At November 30, 20182019 and February 28, 2018,2019, our long-term debt has floating interest rates, and its book value approximates its fair value. 


All of our debt is unconditionally guaranteed, on a joint and several basis, by the Company and certain of its subsidiaries.  Our debt agreements require the maintenance of certain financial covenants, including

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a maximum leverage ratios,ratio and a minimum interest coverage ratios and minimum consolidated net worth levelsratio (as each of these terms is defined in the various agreements).  Our debt agreements also contain other customary covenants.  We were in compliance with the terms of these agreements as of November 30, 2018.2019.
 
Note 12 –13 - Fair Value 


We classify our various assets and liabilities recorded or reported at fair value under a hierarchy prescribed by GAAP that prioritizes inputs to fair value measurement techniques into three broad levels:


Level 1:Observable inputs such as quoted prices for identical assets or liabilities in active markets;


Level 2: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


Level 3:Unobservable inputs that reflect the reporting entity’s own assumptions.


Assets and liabilities subject to classification are classified upon acquisition.  When circumstances dictate the transfer of an asset or liability to a different level, our policy is to recognize the transfer at the beginning of the reporting period in which the event resulting in the transfer occurred.


The following tables present the fair value of our financial assets and liabilities measured on a recurring basis as of the end of the periods shown:
 Fair Values at
 November 30, 2018
(in thousands)(Level 2) (1)
Assets: 
Money market accounts$646
Interest rate swap2,553
Foreign currency contracts4,057
Total assets$7,256
  
Liabilities: 
Floating rate debt$339,730
Foreign currency contracts64
Total liabilities$339,794
 Fair Values at
 February 28, 2018
(in thousands)(Level 2) (1)
Assets: 
Money market accounts$1,107
Interest rate swap2,481
Foreign currency contracts642
Total assets$4,230
  
Liabilities: 
Floating rate debt$289,869
Foreign currency contracts2,606
Total liabilities$292,475

 Fair Values at
 November 30, 2019
(in thousands)(Level 2) (1)
Assets: 
Money market accounts$653
Interest rate swaps
Foreign currency contracts1,353
Total assets$2,006
  
Liabilities: 
Floating rate debt$244,247
Interest rate swaps7,068
Foreign currency contracts372
Total liabilities$251,687


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 Fair Values at
 February 28, 2019
(in thousands)(Level 2) (1)
Assets: 
Money market accounts$915
Interest rate swaps512
Foreign currency contracts1,692
Total assets$3,119
  
Liabilities: 
Floating rate debt$320,784
Interest rate swaps339
Foreign currency contracts563
Total liabilities$321,686

(1)Our financial assets and liabilities 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.


The carrying amounts of cash and cash equivalents, receivables and accounts payable approximate fair value because of the short maturity of these items.


We use derivatives for hedging purposes and our derivatives are primarily interest rate swaps, foreign currency contracts and cross-currency debt swaps.  See Notes 1112 and 1314 to these condensed consolidated financial statements for more information on our hedging activities.


We classify our floating rate debt as a Level 2 item because the estimation of the fair market value requires the use of a discount rate based upon current market rates of interest for obligations with comparable remaining terms.  Such comparable rates are considered significant other observable market inputs.  The book value of the floating rate debt approximates its fair value as of the reporting date.


Our other non-financial assets include goodwill and other intangible assets, which we classify as Level 3 items.  These assets are measured at fair value on a non-recurring basis as part of our impairment testing.  Note 67 to these condensed consolidated financial statements contains additional information related to intangible asset impairments.


Note 13 –14 - Financial Instruments and Risk Management


Foreign Currency Risk- Our functional currency is the U.S. Dollar.  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, certain inventory purchases and operating expenses.  As a result of such transactions, portions of our cash, trade accounts receivable and trade accounts payable are denominated in foreign currencies.  During the three and nine monthsmonth periods ended November 30, 20182019, approximately 17% and 2017,14%, respectively, of our net sales revenue was in foreign currencies. For both the three and nine month periods ended November 30, 2018, approximately 13% of our net sales revenue was in foreign currencies, respectively.currencies. These sales were primarily denominated in Euros, British Pounds, Canadian Dollars, British Pounds, and Mexican Pesos. We make most of our inventory purchases from the Far East and primarily use the U.S. Dollar for such purchases.


In our condensed consolidated statements of income, exchange gains and losses resulting from the remeasurement of foreign taxes receivable, taxes payable, deferred tax assets, and deferred tax liabilities are recognized in their respective income tax lines, and all other foreign exchange gains and losses are recognized in SG&A.  During the three and nine monthsmonth periods ended November 30, 2018,2019, we recorded net foreign exchange gains and (losses) from remeasurement, including the impact of foreign currency hedges

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and the cross-currency debt swaps, of $0.6 million and $2.2 million, respectively, in SG&A compared to $0.3 million and $(0.8) million, respectively, in SG&A, and $0.0 million and $0.5 million, respectively, in income tax expense. For the three and nine months ended November 30, 2017, we recorded net foreign exchange gains (losses) from remeasurement, including the impact of foreign currency hedges and cross-currency debt swaps, of $(2.2) million and $(1.5) million, respectively, in SG&A and $(0.1) million and $(0.7) million, respectively, in income tax expense.respectively.


We hedge against certain foreign currency exchange rate riskrate-risk by using a series of forward contracts and zero-cost collars designated as cash flow hedges and mark-to-market derivatives to manageprotect against the foreign currency exchange risk inherent in our forecasted transactions denominated in currencies other than the U.S. Dollar. We do not enter into any forward exchange contracts or similar instruments for trading or other speculative purposes. The effective portion of the changes in fair value of these instruments is reported in OCI and reclassified into SG&A in the same period they are settled. The ineffective portion, which is not material for any year presented, is immediately recognized in SG&A.


Interest Rate Risk- Interest on our outstanding debt as of November 30, 20182019 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 an interest rate swap

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swaps to effectively fix interest rates on $100.0$225.0 million of the outstanding principal balance under the Credit Agreement, which totaled $320.4$225.8 million (excluding prepaid finance fees) as of November 30, 2018.2019.


The following table summarizes the fair values of our derivative instruments as of the end of the periods shown:
(in thousands)November 30, 2018November 30, 2019

Derivatives designated as hedging instruments
Hedge Type 
Final
Settlement Date
 Notional Amount 
Prepaid
Expenses
and Other
Current Assets
 Other Assets 
Accrued
Expenses
and Other
Current Liabilities
 
Other
Liabilities, Non-current
Hedge
Type
Final
Settlement Date
Notional Amount
Prepaid
Expenses
and Other
Current Assets
Other Assets
Accrued
Expenses
and Other
Current Liabilities
Other
Liabilities, Non- current
Zero-cost collar - EuroCash flow02/202114,000
$134
$13
$
$
Foreign currency contracts - sell EuroCash flow 11/2019 20,500
 $1,759
 $
 $
 $
Cash flow2/202122,375
431
119


Foreign currency contracts - sell Canadian DollarsCash flow 01/2020 $16,000
 477
 26
 
 
Cash flow01/2021$15,500
82
5


Foreign currency contracts - sell PoundsCash flow 02/2020 £18,500
 1,490
 81
 
 
Zero-cost collar - PoundCash flow02/2021£9,500


185
89
Foreign currency contracts - sell PoundCash flow02/2020£15,500
148


8
Foreign currency contracts - sell Mexican PesosCash flow 09/2019 $40,000
 39
 
 
 
Cash flow02/2020$20,000


15

Interest rate swapCash flow 12/2021 $100,000
 901
 1,652
 
 
Interest rate swapsCash flow1/2024$225,000


2,058
5,010
Subtotal      4,666
 1,759
 
 
   795
137
2,258
5,107
            
Derivatives not designated under hedge accounting     
  
  
  
  
   
 
 
 
 
Foreign currency contracts - cross-currency debt swap - Euro(1) 04/2020 $5,280
 
 185
 
 
Foreign currency contracts - cross-currency debt swaps - Euro(1)04/20205,280
421



Foreign currency contracts - cross-currency debt swaps - Pound(1) 04/2020 $6,395
 
 
 
 64
(1)04/2020£6,395


75

Subtotal      
 185
 
 64
  421

75

Total fair value   $4,666

$1,944

$

$64
  $1,216
$137
$2,333
$5,107
(in thousands)February 28, 2018February 28, 2019

Derivatives designated as hedging instruments
Hedge Type Final
Settlement Date
 Notional Amount Prepaid
Expenses
and Other
Current Assets
 Other Assets Accrued
Expenses
and Other
Current Liabilities
 Other
Liabilities, Non-current
Hedge TypeFinal
Settlement Date
Notional AmountPrepaid
Expenses
and Other
Current Assets
Other AssetsAccrued
Expenses
and Other
Current Liabilities
Other
Liabilities, Non- current
Zero-cost collar - EuroCash flow02/20209,500
$11
$
$
$
Foreign currency contracts - sell EuroCash flow 07/2019 38,000
 $
 $102
 $1,320
 $
Cash flow01/202029,000
1,047



Foreign currency contracts - sell Canadian DollarsCash flow 06/2019 $27,750
 378
 101
 
 
Cash flow02/2020$16,000
168



Foreign currency contracts - sell PoundsCash flow 04/2019 £19,500
 
 56
 513
 
Zero-cost collar - PoundCash flow05/2020£4,500


200

Foreign currency contracts - sell PoundCash flow05/2020£19,500
248


13
Foreign currency contracts - sell Mexican PesosCash flow 05/2018 $20,000
 5
 
 
 
Cash flow09/2019$30,000


58

Interest rate swapCash flow 12/2021 $100,000
 539
 1,942
 
 
Interest rate swapsCash flow01/2024$225,000
512


339
Subtotal      922
 2,201
 1,833
 
  1,986

258
352
  
Derivatives not designated under hedge accounting     
  
  
  
  
  
 
 
 
 
Foreign currency contracts - cross-currency debt swap - Euro(1) 04/2020 $5,280
 
 
 
 208
Foreign currency contracts - cross-currency debt swaps - Euro(1)04/20205,280

218


Foreign currency contracts - cross-currency debt swaps - Pound(1) 04/2020 $6,395
 
 
 
 565
(1)04/2020£6,395



292
Subtotal      





773
  
218

292
Total fair value      $922

$2,201

$1,833

$773
   $1,986
$218
$258
$644


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(1)These are foreign currency contracts for which we have not elected hedge accounting.  We refer to them as “cross-currency debt swaps”. They, in effect, adjust the currency denomination of a portion of our outstanding debt to the Euro and British Pound, as applicable, for the notional amounts reported, creating an economic hedge against currency movements. 


The following table summarizes the pre-tax effect of derivative instruments for the periods shown:
Three Months Ended November 30,Three Months Ended November 30,
Gain (Loss)
Recognized in OCI
(effective portion)
 
Gain (Loss) Reclassified from
Accumulated Other Comprehensive
Income (Loss) into Income
 
Gain (Loss) Recognized
As Income
Gain (Loss)
Recognized in OCI
(effective portion)
 
Gain (Loss) Reclassified from
Accumulated Other Comprehensive
Income (Loss) into Income
 
Gain (Loss) Recognized
As Income
(in thousands)2018 2017 Location 2018 2017 Location 2018 20172019 2018 Location 2019 2018 Location 2019 2018
Currency contracts - cash flow hedges$(563) $2,928
 SG&A $(1,178) $1,328
   $
 $
$(2,739) $(563) SG&A $(630) $(1,178)   $
 $
Interest rate swaps - cash flow hedges(4) 753
 Interest expense 
 
 Interest expense 136
 (48)2,084
 (4) Interest expense 
 
 Interest expense (162) 136
Cross-currency debt swaps - principal
 
   
 
 SG&A 228
 (419)
 
   
 
 SG&A (389) 228
Cross-currency debt swaps - interest
 
   
 
 Interest Expense 73
 74

 
   
 
 Interest Expense 73
 73
Total$(567) $3,681
   $(1,178) $1,328
   $437
 $(393)$(655) $(567)   $(630) $(1,178)   $(478) $437



 Nine Months Ended November 30,
 
Gain (Loss)
Recognized in OCI
(effective portion)
 
Gain (Loss) Reclassified from
Accumulated Other Comprehensive
Income (Loss) into Income
 
Gain (Loss) Recognized
As Income
(in thousands)2019 2018 Location 2019 2018 Location 2019 2018
Currency contracts - cash flow hedges$(3,407) $3,962
 SG&A $(2,840) $(1,101)   $
 $
Interest rate swaps - cash flow hedges(7,242) 72
 Interest expense 
 
 Interest expense 69
 347
Cross-currency debt swaps - principal
 
   
 
 SG&A 419
 894
Cross-currency debt swaps - interest
 
   
 
 Interest expense 147
 147
Total$(10,649) $4,034
   $(2,840) $(1,101)   $635
 $1,388

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 Nine Months Ended November 30,
 
Gain (Loss)
Recognized in OCI
(effective portion)
 
Gain (Loss) Reclassified from
Accumulated Other Comprehensive
Income (Loss) into Income
 
Gain (Loss) Recognized
As Income
(in thousands)2018 2017 Location 2018 2017 Location 2018 2017
Currency contracts - cash flow hedges$3,962
 $(1,275) SG&A $(1,101) $2,208
   $
 $
Interest rate swaps - cash flow hedges72
 753
 Interest expense 
 
 Interest expense 347
 (48)
Cross-currency debt swaps - principal
 
   
 
 SG&A 894
 (1,183)
Cross-currency debt swaps - interest
 
   
 
 Interest Expense 147
 74
Total$4,034
 $(522)   $(1,101) $2,208
   $1,388
 $(1,157)


We expect pre-tax net gainslosses of $4.7$1.5 million associated with foreign currency contracts and interest rate swaps currently reported in accumulated other comprehensive income, to be reclassified into income over the next twelve months. The amount ultimately realized, however, will differ as exchange rates vary and the underlying contracts settle. 


Counterparty Credit Risk- Financial instruments, including foreign currency contracts and cross currency debt swaps, expose us to counterparty credit risk for nonperformance.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. Although our theoretical credit risk is the replacement cost at the then-estimated fair value of these instruments, we believe that the risk of incurring credit losses is remote.



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Note 15 - Accumulated Other Comprehensive Income (Loss)

The following table summarizes changes in accumulated other comprehensive income (loss) by component and related tax effects for periods shown:
(in thousands) 
Interest
Rate Swaps
 
Foreign
Currency
Contracts
 Total
Balance at February 28, 2018 $1,705
 $(1,074) $631
Other comprehensive income (loss) before reclassification 72
 3,962
 4,034
Amounts reclassified out of accumulated other comprehensive income 
 1,101
 1,101
Tax effects 179
 (738) (559)
Other comprehensive income (loss) 251
 4,325
 4,576
Balance at November 30, 2018 $1,956
 $3,251
 $5,207
       
Balance at February 28, 2019 $132
 $1,059
 $1,191
Other comprehensive income (loss) before reclassification (7,242) (3,407) (10,649)
Amounts reclassified out of accumulated other comprehensive income 
 2,840
 2,840
Tax effects 1,680
 53
 1,733
Other comprehensive income (loss) (5,562) (514) (6,076)
Balance at November 30, 2019 $(5,430) $545
 $(4,885)

See Notes 12, 13 and 14 to these condensed consolidated financial statements for additional information regarding our hedging activities.
Note 14 –16 - Segment Information
The following tables present segment information included in continuing operations for the periods shown:
 Three Months Ended November 30, 2019
(in thousands)Housewares Health & Home Beauty Total
Sales revenue, net$183,211
 $185,810
 $105,716
 $474,737
Restructuring charges
 
 12
 12
Operating income42,272
 24,372
 12,625
 79,269
Capital and intangible asset expenditures2,272
 1,917
 197
 4,386
Depreciation and amortization2,263
 3,740
 2,757
 8,760
 Three Months Ended November 30, 2018
(in thousands)Housewares Health & Home Beauty Total
Sales revenue, net$142,937
 $187,863
 $100,281
 $431,081
Restructuring charges(20) 
 45
 25
Operating income29,839
 19,213
 12,244
 61,296
Capital and intangible asset expenditures5,534
 3,128
 443
 9,105
Depreciation and amortization1,408
 4,326
 1,461
 7,195
 Three Months Ended November 30, 2017
(in thousands)Housewares Health & Home Beauty Total
Sales revenue, net$128,261
 $189,240
 $103,340
 $420,841
Restructuring charges
 
 1,165
 1,165
Operating income29,809
 27,584
 9,947
 67,340
Capital and intangible asset expenditures1,705
 500
 565
 2,770
Depreciation and amortization1,444
 4,232
 2,707
 8,383




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 Nine Months Ended November 30, 2019
(in thousands)Housewares Health & Home Beauty Total
Sales revenue, net$496,017
 $499,543
 $269,507
 $1,265,067
Restructuring charges90
 
 971
 1,061
Operating income109,170
 51,836
 19,990
 180,996
Capital and intangible asset expenditures8,354
 4,115
 778
 13,247
Depreciation and amortization5,292
 12,322
 7,262
 24,876
 Nine Months Ended November 30, 2018
(in thousands)Housewares Health & Home Beauty Total
Sales revenue, net$397,738
 $527,077
 $254,493
 $1,179,308
Restructuring charges740
 358
 1,511
 2,609
Operating income80,351
 52,501
 22,431
 155,283
Capital and intangible asset expenditures12,830
 7,783
 1,553
 22,166
Depreciation and amortization4,414
 12,703
 5,373
 22,490
 Nine Months Ended November 30, 2017
(in thousands)Housewares Health & Home Beauty Total
Sales revenue, net$342,050
 $483,592
 $265,639
 $1,091,281
Restructuring charges
 
 1,165
 1,165
Asset impairment charges
 
 4,000
 4,000
Operating income71,085
 49,243
 17,302
 137,630
Capital and intangible asset expenditures6,463
 2,746
 1,166
 10,375
Depreciation and amortization4,290
 12,553
 8,296
 25,139


We compute segment operating income based on net sales revenue, less cost of goods sold, SG&A, restructuring charges, and any asset impairment charges associated with the segment. The SG&A used to compute each segment’s operating income is directly associated with the segment, plus shared service and corporate overhead expenses that are allocable to the segment.  We have reallocated corporate overhead that was previously allocated to our former Nutritional Supplements segment.  We do not allocate nonoperatingnon-operating income and expense, including interest or income taxes, to operating segments.


Note 15 –17 - Income Taxes


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 intellectual property is largely owned by our foreign subsidiaries, resulting in proportionally higher earnings in jurisdictions with lower statutory tax rates, which decreases our overall effective tax rate.

On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted into law.  Among other changes, the Tax Act lowered the U.S. corporate income tax rate from 35% to 21% and established a modified territorial system requiring mandatory deemed repatriation tax on undistributed earnings of certain foreign subsidiaries.  The Tax Act also has an impact on certain executive compensation that is no longer deductible.

For interim periods, our income tax expense and resulting effective tax rate are based upon an estimated annual effective tax rate adjusted for the effects of items required to be treated as discrete to the period, including changes in tax laws, changes in estimated exposures for uncertain tax positions and other items.  We considered the provisions of the Tax Act in calculating the estimated annual effective tax rate.

We continue to apply the guidance in Staff Accounting Bulletin No. 118 (“SAB 118”) and as of November 30, 2018, we have not completed the accounting for all the tax effects enacted under Tax Act. We made reasonable estimates of those effects during fiscal 2018 and fiscal 2019 year-to-date.  We will continue to refine our estimates as additional guidance and information becomes available.


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For the three months ended November 30, 2018,2019, income tax expense as a percentage of income before income tax was 6.9%10.3% compared to 8.2%6.9% for the same period last year. The year-over-year declineincrease in the effective tax rate is primarily due to shifts in the mix of taxable income in our various tax jurisdictions.jurisdictions and increases in certain statutory tax rates.

For the nine months ended November 30, 2018,2019, income tax expense as a percentage of income before income tax was 7.2%9.6%, which included $0.7$1.0 million of tax benefits from share-based compensation settlements, $1.7 million of expense from the remeasurement of deferred taxes due to tax rate changes, and a tax$2.8 million benefit of $0.8 million from the lapseresolution of the statute of limitations related to an uncertain tax position. Income tax expense as a percentage of income before income tax was 5.1%7.2% for the same period last year, which included $2.6$0.7 million tax benefits from share-based compensation settlements and a tax$0.8 million benefit from the lapse of $2.8 millionthe statute of limitations related to the resolution ofan uncertain tax positions.position. The year-over-year increase in the effective tax rate is primarily due to shifts in the mix of taxable income in our various tax jurisdictions, increases in certain statutory tax rates and the comparative impact of discrete benefits recorded in the same period last year.


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During fiscal 2017, we received an assessment from a state tax authority which adjusted taxable income applicable to the particular state resulting from interpretations of certain state income tax provisions applicable to our legal structure.  We believe we have accurately reported our taxable income and are vigorously protesting the assessment through administrative processes with the state.  We believe it is unlikely that the outcome of these matters will have a material adverse effect on our consolidated financial position, results of operations, or liquidity.


Our Macau subsidiary generates income from the sale of the goods that it has sourced and procured. This subsidiary is responsible for the sourcing and procurement of a large portion of the products that we sell. We currently have an indefinite tax holiday in Macau conditioned on the subsidiary meeting certain employment and investment thresholds. The Macau Offshore Law and its supplementary regulations that grant tax incentives to approved offshore institutions will be abolished on January 1, 2021. Existing approved offshore institutions such as ours can continue to operate under the offshore regime until the end of the calendar year 2020. Beginning in calendar year 2021, we believe our Macau subsidiary will become subject to a statutory corporate income tax of approximately 12%. The ultimate impact of this change, if any, on our overall effective tax rate will depend on a variety of factors including our mix of income by jurisdiction, transfer pricing considerations and the specific tax regulations applicable to us when we are no longer under the Macau Offshore regime. It is not practicable for us to determine the potential impact on our financial statements until the tax changes in Macau are fully established and our transfer pricing analysis is complete. Because our Macau subsidiary is not directly or indirectly owned by a U.S. parent, there is no U.S. tax liability associated with the income generated in Macau.

Note 16 –18 - Earnings perPer Share


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 PSUs.other stock based awards.  See Note 78 to these condensed consolidated financial statements for more information regarding RSUs, PSUs and other performance based stockstock-based awards.  Options for common stockAnti-dilutive securities are excluded fromnot included in the computation of diluted earnings per share if their effect is antidilutive.under the treasury stock method. 


The following table presents our weighted average basic and diluted shares for the periods shown:
 Three Months Ended
November 30,
 Nine Months Ended
November 30,
(in thousands)2019 2018 2019 2018
Weighted average shares outstanding, basic25,161
 26,057
 25,099
 26,321
Incremental shares from share-based compensation arrangements235
 309
 196
 199
Weighted average shares outstanding, diluted25,396
 26,366
 25,295
 26,520
        
Anti-dilutive securities134
 137
 217
 281

 Three Months Ended
November 30,
 Nine Months Ended
November 30,
(in thousands)2018 2017 2018 2017
Weighted average shares outstanding, basic26,057
 27,113
 26,321
 27,140
Incremental shares from share-based compensation arrangements309
 154
 199
 164
Weighted average shares outstanding, diluted26,366
 27,267
 26,520
 27,304
        
Antidilutive securities137
 354
 281
 344








Note 19 - Subsequent Events

On December 19, 2019, we entered into a definitive agreement to acquire Drybar Products LLC, which includes the Drybar trademark and other intellectual property assets associated with Drybar’s products, as well as certain related production assets and working capital. As part of the transaction, we will grant a worldwide license to Drybar Holdings LLC, the owner and long-time operator of Drybar blowout salons, to use the Drybar trademark in their continued operation of Drybar salons. The salons will exclusively use, promote, and sell Helen of Troy’s Drybar products globally. The total purchase consideration is $255.0 million in cash, subject to certain customary closing adjustments. We expect to finance the acquisition with cash on hand and borrowings from our existing revolving credit facility. The acquisition is expected to close by January 31, 2020, subject to customary closing conditions, including regulatory approvals.



ITEM 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


This management’s discussionManagement’s Discussion and analysisAnalysis of Financial Condition and Results of Operations (“MD&A”) contains a number of forward-looking statements, all of which are based on current expectations. Actual results may differ materially due to a number of factors, including those discussed in Part I, Item 3.3 of this report. “Quantitative and Qualitative Disclosures about Market Risk” and “Information Regarding Forward-Looking Statements” in this report and “Risk Factors” in the Company’s most recent annual report on Form 10-K for the fiscal year ended February 28, 20182019 (“Form 10-K”) and its other filings with the Securities and Exchange Commission (the “SEC”). This discussion should be read in conjunction with our condensed consolidated financial statements included under Part I, Item 1.1 of this report. When used in the MD&A, 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. Throughout MD&A, we refer to our Leadership Brands, which are brands that have number-one and number-two positions in their respective categories and consist of the OXO, Honeywell, Braun, PUR, Hydro Flask, Vicks, and Hot Tools brands.
 
ThroughoutThis MD&A, we refer to certain measures used by management to evaluate financial performance.  We also may refer to a number of financial measures that are not defined under GAAP, but have corresponding GAAP-based measures.  Where non-GAAP measures appear, we provide tables reconciling these to their corresponding GAAP-based measures and refer to a discussion of their use.  We believe these measures provide investors with important information that is useful in understanding our business results and trends.

OVERVIEW

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 well-recognized and widely-trusted brands.  We have built leading market positions through new product innovation, product quality and competitive pricing.  We currently operate in three segments consisting of Housewares, Health & Home, and Beauty.  In fiscal 2015, we launched a transformational strategy to improve the performance of our business segments and strengthen our shared service capabilities.  We believe we continue to make progress on achieving our strategic objectives.
In October 2017, we announced that we had approved a restructuring plan (referred to as “Project Refuel”) intended to enhance the performance of primarily the Beauty and former Nutritional Supplements segments. Project Refuel includes a reduction-in-force and the elimination of certain contracts and operating expenses. During the first quarter of fiscal 2019, we expanded Project Refuel to include the realignment and streamlining of our supply chain structure. For additional information regarding Project Refuel, see Note 9 to the accompanying condensed consolidated financial statements.
In December 2017, we completed the divestiture of the Nutritional Supplements segment through the sale of Healthy Directions LLC and its subsidiaries ("Healthy Directions") to Direct Digital, LLC. The purchase price from the sale is comprised of $46.0 million in cash, which was paid at closing, and a supplemental payment with a target value of $25.0 million, payable on or before August 1, 2019. The final amount of the supplemental payment has been adjusted based on a settlement with respect to the calculation of the performance of Healthy Directions through February 28, 2018. During the third quarter of fiscal 2019, we reduced the estimated value of the supplemental payment to $10.8 million and recorded a corresponding pre-tax charge of $5.8 million ($4.4 million after tax) to discontinued operations. Also, during the third quarter of fiscal 2019, we recorded an additional charge of $0.5 million (before and after tax) to discontinued operations, resulting from the resolution of certain contingencies. Following the sale, we no longer consolidate our former Nutritional Supplements segment's operating results. Unless otherwise indicated, all results presented are from continuing operations.



Significant Trends Impacting the Business
Potential Impact of Tariffs
We purchase our products from unaffiliated manufacturers, most of which are located in China, Mexico and the United States. This concentration exposes us to risks associated with doing business globally, including changes in tariffs. The Office of the United States Trade Representative ("USTR") identified certain Chinese imported goods for additional tariffs to address China’s trade policies and practices. The tariffs, could have a material adverse effect on our business and results of operations. This potential impact could be mitigated by a variety of factors. The USTR may also reduce the list of impacted tariff lines before the tariffs are implemented and later may grant specific product exclusions. We are unable to give any assurance as to the scope, duration, or impact of the tariffs, how successful our mitigation efforts will be, or the extent to which mitigation will be necessary.

The tariff increases that have been implemented by the USTR began to impact our cost of goods sold in the third quarter of fiscal 2019. While we have implemented pricing actions in the various product categories impacted by the tariffs, the bulk of these actions did not become meaningfully effective during the third quarter. Our pricing actions will largely become effective during the fourth quarter of fiscal 2019 and the first quarter of 2020. This is due to the negotiation and notice periods involved in taking pricing actions with our retail customers. Although our pricing actions are intended to offset the full gross profit impact of tariff increases, there are no assurances that the pricing action will not reduce retail consumption or customer orders in the short-term. Additionally, we have not resolved pricing with one key retailer in two product categories. We expect some disruption to customer orders and retail consumption from pricing actions in the short-term, including the fourth quarter of fiscal 2019. However, we believe these pricing actions are the right choices for the long-term health of the business.

Foreign Currency Exchange Rate Fluctuations
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 reporting currency (the U.S. Dollar). The most significant currencies affecting our operating results are the Euro, Canadian Dollar, British Pound, and Mexican Peso.  

For the three months ended November 30, 2018, changes in foreign currency exchange rates had an unfavorable impact on consolidated U.S. Dollar reported net sales revenue of approximately $1.8 million, or 0.4%, compared to a favorable impact of $2.8 million, or 0.6%, for the same period last year. For the nine months ended November 30, 2018, net foreign currency exchange rate fluctuations favorably impacted our consolidated U.S. dollar reported net sales revenue by approximately $1.4 million, or 0.1%, compared to a favorable impact of $1.1 million, or 0.1%, in the same period last year.

Consumer Spending and Changes in Shopping Preferences
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 80% of our net sales were from U.S. shipments for the three months ended November 30, 2018, compared to approximately 79% for the same period last year. For the nine months ended November 30, 2018 and 2017, U.S. shipments were approximately 78% of our net sales.

Additionally, the shift in consumer shopping preferences to online or multichannel shopping experiences has changed the concentration of our sales. For the three and nine months ended November 30, 2018, our net sales to retail customers fulfilling end-consumer online orders and online sales directly to consumers comprised approximately 18% and 17%, respectively, of our total consolidated net sales revenue, and grew approximately 6% and 16%, respectively, over the same period last year.



For the three and nine months ended November 30, 2017, our net sales to retail customers fulfilling end-consumer online orders and online sales directly to consumers comprised approximately 18% and 15%, respectively, of our total consolidated net sales revenue, and grew approximately 30% and 31%, respectively, over the same periods last year.

With the continued growth in online sales across 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 will become increasingly important for us to leverage our distribution capabilities in order to meet the changing demands of our customers, as well as to increase our online capabilities to support our direct-to-consumer sales channels and online channel sales by our retail customers. 
Variability of the Cough/Cold/Flu Season
Sales in several of our Health & Home 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.  For the 2017-2018 season, fall and winter weather was unseasonably cold and cough/cold/flu incidence was significantly higher than the 2016-2017 season, which was a below average season. 

Third Quarter Fiscal 2019 Financial Results

Consolidated net sales revenue increased 2.4%, or $10.2 million, to $431.1 million for the three months ended November 30, 2018, compared to $420.8 million for the same period last year. Net sales from our Leadership Brands were $343.4 million for the three months ended November 30, 2018, compared to $327.3 million for the same period last year, representing growth of 4.9%.

Consolidated operating income was $61.3 million for the three months ended November 30, 2018, compared to $67.3 million for the same period last year. Consolidated operating income for the three months ended November 30, 2017 included pre-tax restructuring charges of $1.2 million.  

Consolidated adjusted operating income decreased 8.9%, or $6.9 million, to $70.6 million for the three months ended November 30, 2018, compared to $77.6 million for the same period last year. Consolidated adjusted operating margin decreased 2.0 percentage points to 16.4% of consolidated net sales revenue for the three months ended November 30, 2018, compared to 18.4% for the same period last year.

Income from continuing operations was $54.3 million for the three months ended November 30, 2018, compared to $58.6 million for the same period last year. Diluted earnings per share (“EPS”) from continuing operations was $2.06 for the three months ended November 30, 2018, compared to $2.15 for the same period last year.

Adjusted income from continuing operations decreased 7.1% to $63.2 million for the three months ended November 30, 2018, compared to $68.1 million for the same period last year. Adjusted diluted EPS from continuing operations decreased 4.0% to $2.40 for the three months ended November 30, 2018, compared to $2.50 for the same period last year.

Loss from discontinued operations was $4.9 million, or $0.18 per diluted share, for the three months ended November 30, 2018, compared to a loss of $89.1 million, or $3.27 per diluted share, for the same period last year.  



Net income was $49.5 million for the three months ended November 30, 2018, compared to a net loss of $30.4 million for the same period last year. Diluted EPS was $1.88 for the three months ended November 30, 2018 compared to a loss of $1.12 per diluted share for the same period last year.

Year-To-Date Fiscal 2019 Financial Results

Consolidated net sales revenue increased 8.1%, or $88.0 million, to $1,179.3 million for the nine months ended November 30, 2018, compared to $1,091.3 million for the same period last year. Net sales from our Leadership Brands were $943.2 million for the nine months ended November 30, 2018, compared to $837.0 million for the same period last year.

Consolidated operating income was $155.3 million for the nine months ended November 30, 2018, compared to $137.6 million for the same period last year. Consolidated operating income for the nine months ended November 30, 2018 included pre-tax restructuring charges of $2.6 million related to Project Refuel. Consolidated operating income for the nine months ended November 30, 2017 included pre-tax non-cash impairment charges of $4.0 million, a pre-tax charge of $3.6 million related to the bankruptcy of Toys "R" Us ("TRU"), and pre-tax restructuring charges of $1.2 million.

Consolidated adjusted operating income increased 8.5%, or $14.5 million, to $185.7 million for the nine months ended November 30, 2018, compared to $171.2 million for the same period last year. Consolidated adjusted operating margin increased 0.1 percentage points to 15.8% of consolidated net sales revenue for the nine months ended November 30, 2018, compared to 15.7% for the same period last year.

Income from continuing operations was $136.5 million for the nine months ended November 30, 2018, compared to $120.5 million for the same period last year. Diluted EPS from continuing operations was $5.15 for the nine months ended November 30, 2018, compared to $4.41 for the same period last year.

Adjusted income from continuing operations increased 9.2% to $165.5 million for the nine months ended November 30, 2018, compared to $151.6 million for the same period last year. Adjusted diluted EPS from continuing operations increased 12.4% to $6.24 for the nine months ended November 30, 2018, compared to $5.55 for the same period last year.

Loss from discontinued operations, net of tax, was $5.2 million for the nine months ended November 30, 2018, compared to a loss of $136.1 million for the same period last year.  Loss from discontinued operations was $0.20 per diluted share for the nine months ended November 30, 2018 compared to a loss of $4.99 per diluted share for the same period last year.

Net income was $131.3 million for the nine months ended November 30, 2018 compared to a net loss of $15.6 million for the same period last year. Diluted EPS was $4.95 for the nine months ended November 30, 2018 compared to a loss of $0.57 per diluted share for the same period last year.

Adjusted operating income, adjusted operating margin, adjusted income from continuing operations, adjusted diluted EPS from continuing operations and Leadership Brands net sales, as discussed above and on the pages that follow, are nonGAAP financial measures as contemplated by SEC Regulation G, Rule 100.  These measures are discussed further and reconciled to their applicable GAAP based measures contained in this MD&A on pages 27, 30, 31, 33, 34, 37, 38, 39, 40 and 42.


RESULTS OF OPERATIONS
The following tables provide selected operating data, in U.S. Dollars, as a percentage of net sales
revenue, and as a year-over-year percentage change:
 Three Months Ended November 30,     % of Sales Revenue, net
(in thousands)2018 2017 $ Change % Change 2018 2017
Sales revenue by segment, net           
Housewares$142,937
 $128,261
 $14,676
 11.4 % 33.2 % 30.5 %
Health & Home187,863
 189,240
 (1,377) (0.7)% 43.6 % 45.0 %
Beauty100,281
 103,340
 (3,059) (3.0)% 23.3 % 24.6 %
Total sales revenue, net431,081
 420,841
 10,240
 2.4 % 100.0 % 100.0 %
Cost of goods sold249,236
 242,703
 6,533
 2.7 % 57.8 % 57.7 %
Gross profit181,845
 178,138
 3,707
 2.1 % 42.2 % 42.3 %
Selling, general and administrative expense ("SGA")120,524
 109,633
 10,891
 9.9 % 28.0 % 26.1 %
Asset impairment charges
 
 
  %  %  %
Restructuring charges25
 1,165
 (1,140) (97.9)%  % 0.3 %
Operating income61,296
 67,340
 (6,044) (9.0)% 14.2 % 16.0 %
Nonoperating income, net15
 34
 (19) (55.9)%  %  %
Interest expense(2,971) (3,505) 534
 (15.2)% (0.7)% (0.8)%
Income before income tax58,340
 63,869
 (5,529) (8.7)% 13.5 % 15.2 %
Income tax expense4,020
 5,245
 (1,225) (23.4)% 0.9 % 1.2 %
Income from continuing operations54,320
 58,624
 (4,304) (7.3)% 12.6 % 13.9 %
Loss from discontinued operations (1)(4,850) (89,060) 84,210
 *
 (1.1)% (21.2)%
Net income (loss)$49,470
 $(30,436) $79,906
 *
 11.5 % (7.2)%

 Nine Months Ended November 30,     % of Sales Revenue, net
(in thousands)2018 2017 $ Change % Change 2018 2017
Sales revenue by segment, net           
Housewares$397,738
 $342,050
 $55,688
 16.3 % 33.7 % 31.3 %
Health & Home527,077
 483,592
 43,485
 9.0 % 44.7 % 44.3 %
Beauty254,493
 265,639
 (11,146) (4.2)% 21.6 % 24.3 %
Total sales revenue, net1,179,308
 1,091,281
 88,027
 8.1 % 100.0 % 100.0 %
Cost of goods sold695,732
 638,096
 57,636
 9.0 % 59.0 % 58.5 %
Gross profit483,576
 453,185
 30,391
 6.7 % 41.0 % 41.5 %
SGA325,684
 310,390
 15,294
 4.9 % 27.6 % 28.4 %
Asset impairment charges
 4,000
 (4,000) (100.0)%  % 0.4 %
Restructuring charges2,609
 1,165
 1,444
 123.9 % 0.2 % 0.1 %
Operating income155,283
 137,630
 17,653
 12.8 % 13.2 % 12.6 %
Nonoperating income, net175
 281
 (106) (37.7)%  %  %
Interest expense(8,413) (10,984) 2,571
 (23.4)% (0.7)% (1.0)%
Income before income tax147,045
 126,927
 20,118
 15.9 % 12.5 % 11.6 %
Income tax expense10,535
 6,423
 4,112
 64.0 % 0.9 % 0.6 %
Income from continuing operations136,510
 120,504
 16,006
 13.3 % 11.6 % 11.0 %
Loss from discontinued operations (1)(5,231) (136,139) 130,908
 *
 (0.4)% (12.5)%
Net income (loss)$131,279
 $(15,635) $146,914
 *
 11.1 % (1.4)%

(1)During fiscal 2018, we divested our Nutritional Supplements segment, which is reported as discontinued operations for all periods presented. For more information see Note 4 to the accompanying condensed consolidated financial statements.

* Calculation is not meaningful.




Comparison of Third Quarter Fiscal 2019 to Third Quarter Fiscal 2018
Consolidated and Segment Net Sales

The following table summarizes the impact that core business, foreign exchange and acquisitions, as applicable, had on our net sales revenue by segment: 
 Three Months Ended November 30,
(in thousands)Housewares Health & Home Beauty Total
Fiscal 2018 sales revenue, net$128,261
 $189,240
 $103,340
 $420,841
Core business growth (decline)14,828
 (313) (2,458) 12,057
Impact of foreign currency(152) (1,064) (601) (1,817)
Change in sales revenue, net14,676
 (1,377) (3,059) 10,240
Fiscal 2019 sales revenue, net$142,937
 $187,863
 $100,281
 $431,081
        
Total net sales revenue growth11.4 % (0.7)% (3.0)% 2.4 %
Core business growth (decline)11.6 % (0.2)% (2.4)% 2.9 %
Impact of foreign currency(0.1)% (0.6)% (0.6)% (0.4)%
In the above table, core 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 is acquired, excluding the
impact that foreign currency had on reported net sales. Net sales revenue from internally developed brands or product lines is considered core business activity.

Leadership Brand and Other Net Sales

The following table summarizes our leadership brand and other net sales: 
 Three Months Ended November 30,
(in thousands)2018 2017 $ Change % Change
Leadership Brand sales revenue, net$343,364
 $327,288
 $16,076
 4.9 %
All other sales revenue, net87,717
 93,553
 (5,836) (6.2)%
Total sales revenue, net$431,081
 $420,841
 $10,240
 2.4 %
Consolidated Net Sales Revenue

Consolidated net sales revenue increased $10.2 million, or 2.4%, to $431.1 million for the three months ended November 30, 2018, compared to $420.8 million for the same period last year.  The increase was primarily driven by a core business increase of $12.1 million, or 2.9%, reflecting an increase in brick and mortar sales in our Housewares segment and growth in consolidated online sales. These factors were partially offset by the discontinuation of certain brands and products in our Beauty segment and a decline in the personal care category within the segment, a deceleration of growth in China ecommerce, and the unfavorable impact from foreign currency fluctuations of approximately $1.8 million, or 0.4%. Net sales from our Leadership Brands were $343.4 million for the three months ended November 30, 2018, compared to $327.3 million for the same period last year, representing growth of 4.9%.

Segment Net Sales Revenue

Housewares
Net sales revenue in the Housewares segment increased $14.7 million, or 11.4%, to $142.9 million for the three months ended November 30, 2018, compared to $128.3 million for the same period last year. Growth was primarily driven by a core business increase of $14.8 million, or 11.6%, due to point of sale growth and incremental distribution with existing domestic customers, an increase in overall online sales and new product introductions. These factors were partially offset by lower club channel sales and a


reduction in inventory by a key online retailer. The impact of net foreign currency fluctuations was not meaningful.
Health & Home
Net sales revenue in the Health & Home segment decreased $1.4 million, or 0.7%, to $187.9 million for the three months ended November 30, 2018, compared to $189.2 million for the same period last year. The decline was primarily driven by the unfavorable impact of net foreign currency fluctuations of $1.1 million, or 0.6%, and a core business decline of $0.3 million, or 0.2%. The core business decline primarily reflects the unfavorable comparative impact from international distribution gains in the prior year period, compounded by a deceleration of growth in China ecommerce and a corresponding buildup of inventory in the channel. These factors were partially offset by incremental distribution and shelf space gains with existing domestic customers and strong seasonal category growth.
Beauty
Net sales revenue in the Beauty segment decreased $3.1 million, or 3.0%, to $100.3 million for the three months ended November 30, 2018, compared to $103.3 million for the same period last year. The decline was primarily driven by a decrease in core business sales of $2.5 million, or 2.4%, reflecting a decrease in brick and mortar sales, a decline in the personal care category and the discontinuation of certain brands and products. These factors more than offset growth in the online channel, an increase in international sales, and new product introductions in the retail appliance category.  Segment net sales were unfavorably impacted by net foreign currency fluctuations of approximately $0.6 million, or 0.6%.
Consolidated Gross Profit Margin

Consolidated gross profit margin for the three months ended November 30, 2018 decreased 0.1 percentage point to 42.2%, compared to 42.3% for the same period last year. The decrease in consolidated gross profit margin is primarily due to less favorable product mix and the impact of tariff increases, partially offset by the favorable margin impact from growth in our Leadership Brands.

Consolidated SG&A

Our consolidated SG&A ratio increased 1.9 percentage points to 28.0% for the three months ended November 30, 2018, compared to 26.1% for the same period last year. The increase in the consolidated SG&A ratio is primarily due to higher advertising expense, increased freight costs, increased share-based compensation expense and higher product claim expense.

These factors were partially offset by:

the favorable comparative impact of foreign currency exchange and forward contract settlements;
the favorable comparative impact of restructuring charges in the same period last year; and
lower amortization expense.

Asset Impairment Charges

We perform annual impairment tests each fiscal year during the fourth quarter and interim impairment tests, if and when necessary. We did not record any asset impairment charges in continuing operations during the three months ended November 30, 2018 or 2017.


Restructuring Charges

During the three months ended November 30, 2018, we incurred an insignificant amount of pre-tax restructuring charges compared to $1.2 million for the same period last year. The charges related primarily to employee severance and termination benefits in our Beauty segment.


Operating income, operating margin, adjusted operating income (non-GAAP), and adjusted operating margin (non-GAAP) by segment

In order to provide a better understanding of the comparative impact of certain items on operating income, the tables that follow report the comparative before tax impact of non-cash asset impairment charges, the TRU bankruptcy charge, restructuring charges, amortization of intangible assets, and noncash sharebased compensation, as applicable, on operating income and operating margin for each segment and in total for the periods covered below.  Adjusted operating income and adjusted operating margin may be considered non-GAAP financial measures as contemplated by SEC Regulation G, Rule 100.  These measures are discussed further in this MD&A on page 42.

 Three Months Ended November 30, 2018
(In thousands)Housewares Health & Home Beauty Total
Operating income, as reported (GAAP)$29,839
 20.9 % $19,213
 10.2% $12,244
 12.2% $61,296
 14.2%
Asset impairment charges
  % 
 % 
 % 
 %
Restructuring charges(20)  % 
 % 45
 % 25
 %
Subtotal29,819
 20.9 % 19,213
 10.2% 12,289
 12.3% 61,321
 14.2%
Amortization of intangible assets489
 0.3 % 2,721
 1.4% 90
 0.1% 3,300
 0.8%
Non-cash share-based compensation2,293
 1.6 % 2,548
 1.4% 1,175
 1.2% 6,016
 1.4%
Adjusted operating income (non-GAAP)$32,601
 22.8 % $24,482
 13.0% $13,554
 13.5% $70,637
 16.4%
 Three Months Ended November 30, 2017
(In thousands)Housewares Health & Home Beauty Total
Operating income, as reported (GAAP)$29,809
 23.2% $27,584
 14.6% $9,947
 9.6% $67,340
 16.0%
Asset impairment charges
 % 
 % 
 % 
 %
Restructuring charges
 % 
 % 1,165
 1.1% 1,165
 0.3%
Subtotal29,809
 23.2% 27,584
 14.6% 11,112
 10.8% 68,505
 16.3%
Amortization of intangible assets489
 0.4% 2,797
 1.5% 1,374
 1.3% 4,660
 1.1%
Non-cash share-based compensation1,439
 1.1% 1,711
 0.9% 1,239
 1.2% 4,389
 1.0%
Adjusted operating income (non-GAAP)$31,737
 24.7% $32,092
 17.0% $13,725
 13.3% $77,554
 18.4%

Consolidated
Consolidated operating income was $61.3 million, or 14.2% of net sales, compared to $67.3 million, or 16.0% of net sales, for the same period last year.  The decrease was driven by the following factors:

higher advertising expense;
the impact of tariff increases;
higher freight expense; and
increased share-based compensation expense.

These factors were partially offset by:

the favorable comparative impact of foreign currency exchange and forward contract settlements;
the net favorable comparative impact of pre-tax restructuring charges of $1.1 million;
lower amortization expense; and
the favorable margin impact from Leadership Brand growth.

Consolidated adjusted operating income decreased 8.9% to $70.6 million, or 16.4% of net sales, compared to $77.6 million, or 18.4% of net sales, in the same period last year. 



Housewares
The Housewares segment’s operating income was $29.8 million, or 20.9% of segment net sales, compared to $29.8 million, or 23.2% of segment net sales, for the same period last year. The 2.3 percentage point decrease in segment operating margin is primarily due to:

higher advertising expense;
higher annual incentive compensation expense related to current year performance;
higher freight expense; and
higher rent expense related to new office space.

These factors were partially offset by:

the margin impact of more favorable product and channel mix; and
the favorable impact of increased operating leverage from net sales growth.

Segment adjusted operating income increased 2.7%to $32.6 million, or 22.8% of segment net sales, compared to $31.7 million, or 24.7% of segment net sales, in the same period last year.

Health & Home
The Health & Home segment’s operating income was $19.2 million, or 10.2% of segment net sales, compared to $27.6 million, or 14.6% of segment net sales in the same period last year. The 4.4 percentage point decrease in segment operating margin is primarily due to:

higher advertising expense;
increased promotional spending and trade support with retail customers;
the impact of tariff increases;
the margin impact of a less favorable product and channel mix; and
higher personnel expense.

These factors were partially offset by the favorable comparative impact of foreign currency exchange and forward contract settlements.

Segment adjusted operating income decreased 23.7% to $24.5 million, or 13.0% of segment net sales, compared to $32.1 million, or 17.0% of segment net sales, in the same period last year.

Beauty
The Beauty segment’s operating income was $12.2 million, or 12.2% of segment net sales, compared to $9.9 million, or 9.6% of segment net sales, in the same period last year. The 2.6 percentage point increase in segment operating margin is primarily due to:

the net favorable comparative impact of pre-tax restructuring charges of $1.1 million;
lower amortization expense; and
personnel cost savings from Project Refuel.

These factors were partially offset by:

higher advertising expense; and
higher freight expense.

Segment adjusted operating income decreased 1.2% to $13.6 million, or 13.5% of segment net sales, compared to $13.7 million, or 13.3% of segment net sales, in the same period last year.



Interest Expense
Interest expense was $3.0 million for the three months ended November 30, 2018, compared to $3.5 million in the same period last year. The decrease in interest expense was primarily due to lower average levels of debt, partially offset by higher average interest rates compared to the same period last year.

Income Tax Expense
The year-over-year comparison of our effective tax rate is impacted by the mix of taxable 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 intellectual property is largely owned by our foreign subsidiaries, resulting in proportionally higher earnings in jurisdictions with lower statutory tax rates, which decreases our overall effective tax rate. Our effective tax rate is also impacted by the Tax Cuts and Jobs Act (“the Tax Act”) enacted into law on December 22, 2017. See Note 15 of the accompanying condensed consolidated financial statements for a further discussion of the Tax Act.

For the three months ended November 30, 2018, income tax expense as a percentage of income before income tax was 6.9% compared to 8.2% for the same period last year. The year-over-year decline in the effective tax rate is primarily due to shifts in the mix of taxable income in our various tax jurisdictions.

During fiscal 2017, we received an assessment from a state tax authority which adjusted taxable income applicable to the particular state resulting from interpretations of certain state income tax provisions applicable to our legal structure.  We believe we have accurately reported our taxable income and are vigorously protesting the assessment through administrative processes with the state.  We believe it is unlikely that the outcome of these matters will have a material adverse effect on our consolidated financial position, results of operations, or liquidity.


Income from continuing operations, diluted EPS from continuing operations, adjusted income from continuing operations (non-GAAP), and adjusted diluted EPS from continuing operations (non-GAAP)
In order to provide a better understanding of the impact of certain items on our income and EPS from continuing operations, the analysis that follows reports the comparative after tax impact of noncash asset impairment charges, the TRU bankruptcy charge, restructuring charges, amortization of intangible assets, and noncash sharebased compensation, as applicable, on income from continuing operations, and diluted EPS from continuing operations for the periods covered below. Adjusted income from continuing operations and adjusted diluted EPS from continuing operations may be considered non-GAAP financial measures as contemplated by SEC Regulation G, Rule 100.  

 Three Months Ended November 30, 2018
 Income From Continuing Operations Diluted EPS
(in thousands, except per share data)Before Tax Tax Net of Tax Before Tax Tax Net of Tax
As reported (GAAP)$58,340
 $4,020
 $54,320
 $2.21
 $0.15
 $2.06
Restructuring charges25
 2
 23
 
 
 
Subtotal58,365
 4,022
 54,343
 2.21
 0.15
 2.06
Amortization of intangible assets3,300
 46
 3,254
 0.13
 
 0.12
Non-cash share-based compensation6,016
 415
 5,601
 0.23
 0.02
 0.21
Adjusted (non-GAAP)$67,681
 $4,483
 $63,198
 $2.57
 $0.17
 $2.40
 
Weighted average shares of common stock used in computing diluted EPS26,366
 Three Months Ended November 30, 2017
 Income From Continuing Operations Diluted EPS
(in thousands, except per share data)Before Tax Tax Net of Tax Before Tax Tax Net of Tax
As reported (GAAP)$63,869
 $5,245
 $58,624
 $2.34
 $0.19
 $2.15
Asset impairment charges
 
 
 
 
 
Restructuring charges1,165
 68
 1,097
 0.04
 
 0.04
Subtotal65,034
 5,313
 59,721
 2.39
 0.19
 2.19
Amortization of intangible assets4,660
 211
 4,449
 0.17
 0.01
 0.16
Non-cash share-based compensation4,389
 498
 3,891
 0.16
 0.02
 0.14
Adjusted (non-GAAP)$74,083
 $6,022
 $68,061
 $2.72
 $0.22
 $2.50
            
Weighted average shares of common stock used in computing diluted EPS 27,267

Our income from continuing operations was $54.3 million for the three months ended November 30, 2018 compared to $58.6 million for the same period last year.  Our diluted EPS from continuing operations was $2.06 for the three months ended November 30, 2018 compared to $2.15 for the same period last year.

Adjusted income from continuing operations decreased $4.9 million, or 7.1%, to $63.2 million for the three months ended November 30, 2018 compared to $68.1 million the same period last year.  Adjusted diluted EPS from continuing operations decreased 4.0% to $2.40 for the three months ended November 30, 2018 compared to $2.50 for the same period last year.  Adjusted diluted EPS decreased primarily due to lower operating income from our Health & Home segment compared to the same period last year. This was partially offset by higher adjusted operating income from our Housewares segment and the impact of lower weighted average diluted shares outstanding.


Comparison of First Nine Months of Fiscal 2019 to First Nine Months of Fiscal 2018
Consolidated and Segment Net Sales

The following table summarizes the impact that core business, foreign exchange and acquisitions, as applicable, had on our net sales revenue by segment: 
 Nine Months Ended November 30,
(in thousands)Housewares Health & Home Beauty Total
Fiscal 2018 sales revenue, net$342,050
 $483,592
 $265,639
 $1,091,281
Core business growth (decline)55,414
 41,658
 (10,432) 86,640
Impact of foreign currency274
 1,827
 (714) 1,387
Change in sales revenue, net55,688
 43,485
 (11,146) 88,027
Fiscal 2019 sales revenue, net$397,738
 $527,077
 $254,493
 $1,179,308
        
Total net sales revenue growth16.3% 9.0% (4.2)% 8.1%
Core business growth (decline)16.2% 8.6% (3.9)% 7.9%
Impact of foreign currency0.1% 0.4% (0.3)% 0.1%
In the above table, core 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 is acquired, excluding the
impact that foreign currency had on reported net sales. Net sales revenue from internally developed brands or product lines is considered core business activity.

Leadership Brand and Other Net Sales

The following table summarizes our leadership brand and other net sales: 
 Nine Months Ended November 30,
(in thousands)2018 2017 $ Change % Change
Leadership Brand sales revenue, net$943,168
 $836,993
 $106,175
 12.7 %
All other sales revenue, net236,140
 254,288
 (18,148) (7.1)%
Total sales revenue, net$1,179,308
 $1,091,281
 $88,027
 8.1 %

Consolidated Net Sales Revenue

Consolidated net sales revenue increased $88.0 million, or 8.1%, to $1,179.3 million for the nine months ended November 30, 2018, compared to $1,091.3 million for the same period last year. The growth was primarily driven by:

a core business increase of $86.6 million, or 7.9%, primarily due to point of sale growth in the brick and mortar channel in our Housewares and Health & Home segments, incremental distribution, increased international sales, growth in online sales, and new product introductions; and
the favorable impact from net foreign currency fluctuations of approximately $1.4 million, or 0.1%.

These factors were partially offset by a decline in the personal care category and the discontinuation of certain brands and products in our Beauty segment. Net sales from our Leadership Brands were $943.2 million for the nine months ended November 30, 2018, compared to $837.0 million for the same period last year, representing growth of 12.7%.



Segment Net Sales Revenue

Housewares
Net sales revenue in the Housewares segment increased $55.7 million, or 16.3%, to $397.7 million for the nine months ended November 30, 2018, compared to $342.1 million for same period last year. Growth was primarily driven by a core business increase of $55.4 million, or 16.2%, due to point of sale growth with existing domestic customers, higher sales in the club channel, new product introductions and an increase in online sales. These factors were partially offset by lower closeout sales. Segment net sales benefited from the favorable impact of net foreign currency fluctuations of approximately $0.3 million, or 0.1%.

Health & Home
Net sales revenue in the Health & Home segment increased $43.5 million, or 9.0%, to $527.1 million for the nine months ended November 30, 2018, compared to $483.6 million for the same period last year. The growth was primarily driven by a core business increase of $41.7 million, or 8.6%, due to higher sales of seasonal products, online growth, growth in international sales, and incremental distribution and shelf space gains with existing customers. Segment net sales benefited from the favorable impact of net foreign currency fluctuations of approximately $1.8 million, or 0.4%. These factors were partially offset by the unfavorable comparative impact from the retail fill-in of a new product introduction in the same period last year and declines in the Lawn and Garden category.

Beauty
Net sales revenue in the Beauty segment decreased $11.1 million, or 4.2%, to $254.5 million for the nine months ended November 30, 2018, compared to $265.6 million for the same period last year. The change was primarily driven by a core business decline of $10.4 million, or 3.9%, reflecting a decline in brick and mortar sales, a decrease in the personal care category and the discontinuation of certain brands and products. These factors more than offset growth in the online channel, an increase in international sales, and new product introductions in the retail appliance category.  Segment net sales were unfavorably impacted by net foreign currency fluctuations of approximately $0.7 million, or 0.3%.

Consolidated Gross Profit Margin

Consolidated gross profit margin for the nine months ended November 30, 2018 was 41.0%, compared to 41.5% for the same period last year. The decrease in consolidated gross profit margin is primarily due to less favorable channel and product mix, the impact of tariff increases and a higher mix of shipments made on a direct import basis, partially offset by the favorable margin impact from growth in our Leadership Brands and the favorable impact from foreign currency.

Consolidated SG&A

Our consolidated SG&A ratio decreased 0.8% percentage points to 27.6% for the nine months ended November 30, 2018, compared to 28.4% for the same period last year. The decrease in the consolidated SG&A ratio was primarily due to:

lower amortization expense;
the favorable comparative impact of a $3.6 million charge related to the bankruptcy of TRU in the same period last year;
the favorable impact of a higher mix of shipments made on a direct import basis; and
the impact that higher overall net sales had on operating leverage.

These factors were partially offset by higher advertising expense, higher share-based compensation expense related to long-term incentive plans and higher freight expense.



Asset Impairment Charges

We perform annual impairment tests each fiscal year during the fourth quarter and interim impairment tests, if and when necessary. There were no asset impairment charges recorded in continuing operations during the nine months ended November 30, 2018, compared to a pre-tax non-cash asset impairment charge of $4.0 million recorded during the nine months ended November 30, 2017 in our Beauty segment.

Restructuring Charges

During the nine months ended November 30, 2018, we incurred $2.6 million of pre-tax restructuring charges compared to $1.2 million of pre-tax restructuring charges during the same period last year in connection with Project Refuel. These charges related primarily to employee severance and termination benefits in our Beauty segment during both periods, and for our shared service supply chain operations during fiscal 2019.


Operating income, operating margin, adjusted operating income (non-GAAP), and adjusted operating margin (non-GAAP) by segment

In order to provide a better understanding of the comparative impact of certain items on operating income, the tables that follow report the comparative before tax impact of noncash asset impairment charges, the TRU bankruptcy, restructuring charges, amortization of intangible assets, and noncash sharebased compensation, as applicable, on operating income and operating margin for each segment and in total for the periods covered below.  Adjusted operating income and adjusted operating margin may be considered non-GAAP financial measures as contemplated by SEC Regulation G, Rule 100.  These measures are discussed further in this MD&A on page 42.
 Nine Months Ended November 30, 2018
(In thousands)Housewares Health & Home Beauty Total
Operating income, as reported (GAAP)$80,351
 20.2% $52,501
 10.0% $22,431
 8.8% $155,283
 13.2%
Restructuring charges740
 0.2% 358
 0.1% 1,511
 0.6% 2,609
 0.2%
Subtotal81,091
 20.4% 52,859
 10.0% 23,942
 9.4% 157,892
 13.4%
Amortization of intangible assets1,474
 0.4% 8,129
 1.5% 1,219
 0.5% 10,822
 0.9%
Non-cash share-based compensation6,273
 1.6% 7,030
 1.3% 3,726
 1.5% 17,029
 1.4%
Adjusted operating income (non-GAAP)$88,838
 22.3% $68,018
 12.9% $28,887
 11.4% $185,743
 15.8%
 Nine Months Ended November 30, 2017
(In thousands)Housewares Health & Home Beauty Total
Operating income, as reported (GAAP)$71,085
 20.8% $49,243
 10.2% $17,302
 6.5% $137,630
 12.6%
Asset impairment charges
 % 
 % 4,000
 1.5% 4,000
 0.4%
TRU bankruptcy charge956
 0.3% 2,640
 0.5% 
 % 3,596
 0.3%
Restructuring charges
 % 
 % 1,165
 0.4% 1,165
 0.1%
Subtotal72,041
 21.1% 51,883
 10.7% 22,467
 8.5% 146,391
 13.4%
Amortization of intangible assets1,618
 0.5% 8,373
 1.7% 4,207
 1.6% 14,198
 1.3%
Non-cash share-based compensation3,380
 1.0% 3,971
 0.8% 3,268
 1.2% 10,619
 1.0%
Adjusted operating income (non-GAAP)$77,039
 22.5% $64,227
 13.3% $29,942
 11.3% $171,208
 15.7%

Consolidated
Consolidated operating income was $155.3 million, or 13.2% of net sales, compared to $137.6 million, or 12.6% of net sales, for the same period last year.  The nine months ended November 30, 2018 includes pre-tax restructuring charges of $2.6 million related to Project Refuel, compared to $1.2 million for the same period last year.  Consolidated operating income for the nine months ended November 30, 2017 also included a $3.6 million charge related to the TRU bankruptcy and a pre-tax non-cash asset impairment charge of $4.0 million. The effect of these items favorably impacted the year-over-year comparison of operating margin by 0.6 percentage points.  The remaining operating margin comparison is flat year-over-year primarily reflecting:

a higher mix of Leadership Brand sales at a higher operating margin;
lower amortization expense; and
the favorable impact of increased operating leverage from net sales growth.

These factors were partially offset by a less favorable channel and product mix, higher advertising expense, the impact of tariff increases and higher freight expense.

Consolidated adjusted operating income increased 8.5% to $185.7 million, or 15.8% of net sales, compared to $171.2 million, or 15.7% of net sales, for the same period last year. 






Housewares
The Housewares segment’s operating income was $80.4 million, or 20.2% of segment net sales, for the nine months ended November 30, 2018, compared to $71.1 million, or 20.8% of segment net sales, in the same period last year. The 0.6 percentage point decrease in segment operating margin is primarily due to:

higher advertising expense;
higher freight expense;
higher annual incentive compensation related to current year performance;
higher rent expense related to new office space; and
the impact of restructuring charges of $0.7 million.

These factors were partially offset by:

the favorable comparative impact of a $1.0 million charge related to the bankruptcy of TRU in the same period last year; and
the favorable impact of increased operating leverage from net sales growth.

Segment adjusted operating income increased 15.3% to $88.8 million, or 22.3% of segment net sales, compared to $77.0 million, or 22.5% of segment net sales, in the same period last year.

Health & Home
The Health & Home segment’s operating income was $52.5 million, or 10.0% of segment net sales, compared to $49.2 million, or 10.2% of segment net sales, in the same period last year. The 0.2 percentage point decrease in segment operating margin is primarily due to:

the margin impact of a less favorable product mix;
the impact of tariff increases;
increased promotional spending and trade support with retail customers;
higher advertising expense; and
the impact of restructuring charges of $0.4 million.

These factors were partially offset by:

the favorable comparative impact of a $2.6 million charge related to the bankruptcy of TRU in the same period last year; and
the favorable impact of foreign currency exchange and forward contract settlements.


Segment adjusted operating income increased 5.9% to $68.0 million, or 12.9% of segment net sales, compared to $64.2 million, or 13.3% of segment net sales, in the same period last year.

Beauty
The Beauty segment’s operating income was $22.4 million, or 8.8% of segment net sales, compared to operating income of $17.3 million, or 6.5% of segment net sales, in the same period last year. The nine months ended November 30, 2018 included pre-tax restructuring charges of $1.5 million, compared to $1.2 million for the same period last year.  Consolidated operating income for the nine months ended November 30, 2017 also included a $4.0 million pre-tax non-cash asset impairment charge. The effect of these items favorably impacted the year-over-year comparison of operating margin by 1.3 percentage points. The remaining improvement in segment operating margin is primarily due to:

cost savings from Project Refuel; and


lower amortization expense.

These factors were partially offset by:

the margin impact of less favorable product sales mix;
higher freight expense;
higher share-based compensation expense related to long-term incentive plans; and
the unfavorable impact of decreased operating leverage from the decline in net sales.

Segment adjusted operating income decreased 3.5% to $28.9 million, or 11.4% of segment net sales, compared to $29.9 million, or 11.3% of segment net sales, in the same period last year.

Interest Expense
Interest expense was $8.4 million for the nine months ended November 30, 2018 compared to $11.0 million in the same period last year. The decrease in interest expense is due to lower average levels of debt held during the nine months ended November 30, 2018, partially offset by higher average interest rates.

Income Tax Expense
The year-over-year comparison of our effective tax rate is impacted by the mix of taxable 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 intellectual property is largely owned by our foreign subsidiaries, resulting in proportionally higher earnings in jurisdictions with lower statutory tax rates, which decreases our overall effective tax rate. Our effective tax rate is also impacted by the Tax Act enacted into law on December 22, 2017. Please see Note 15 of the accompanying condensed consolidated financial statements for a further discussion of the Tax Act.
For the nine months ended November 30, 2018, income tax expense as a percentage of income before income tax was 7.2%, which includes $0.7 million of tax benefits from share-based compensation settlements and a tax benefit of $0.8 million from the lapse of the statute of limitations related to an uncertain tax position. Income tax expense as a percentage of income before income tax was 5.1% for the same period last year, which included $2.6 million of tax benefits from share-based compensation settlements and a tax benefit of $2.8 million related to the resolution of uncertain tax positions.

During fiscal 2017 we received an assessment from a state tax authority which adjusted taxable income
applicable to the particular state resulting from interpretations of certain state income tax provisions
applicable to our legal structure.  We believe we have accurately reported our taxable income and are
vigorously protesting the assessment through administrative processes with the state.  We believe it is unlikely that the outcome of these matters will have a material adverse effect on our consolidated financial position, results of operations, or liquidity.



Income from continuing operations, diluted EPS from continuing operations, adjusted income from continuing operations (non-GAAP), and adjusted diluted EPS from continuing operations (non-GAAP)
In order to provide a better understanding of the impact of certain items on our income and EPS from continuing operations, the analysis that follows reports the comparative after tax impact of noncash asset impairment charges, the TRU bankruptcy charge, restructuring charges, amortization of intangible assets, and noncash sharebased compensation, as applicable, on income from continuing operations, and diluted EPS from continuing operations for the periods covered below. Adjusted income from continuing operations and adjusted diluted EPS from continuing operations may be considered non-GAAP financial measures as contemplated by SEC Regulation G, Rule 100.  

 Nine Months Ended November 30, 2018
 Income From Continuing Operations
Diluted EPS
(in thousands, except per share data)Before Tax
Tax
Net of Tax
Before Tax
Tax
Net of Tax
As reported (GAAP)$147,045

$10,535

$136,510

$5.54

$0.40

$5.15
Restructuring charges2,609

185

2,424

0.10

0.01

0.09
Subtotal149,654

10,720

138,934

5.64

0.40

5.24
Amortization of intangible assets10,822

236

10,586

0.41

0.01

0.40
Non-cash share-based compensation17,029

1,021

16,008

0.64

0.04

0.60
Adjusted (non-GAAP)$177,505

$11,977

$165,528

$6.69

$0.45

$6.24

Weighted average shares of common stock used in computing diluted EPS26,520

 Nine Months Ended November 30, 2017
 Income From Continuing Operations Diluted EPS
(in thousands, except per share data)Before Tax Tax Net of Tax Before Tax Tax Net of Tax
As reported (GAAP)$126,927
 $6,423
 $120,504
 $4.65
 $0.24
 $4.41
Asset impairment charges4,000
 418
 3,582
 0.15
 0.02
 0.13
TRU bankruptcy charge3,596
 204
 3,392
 0.13
 0.01
 0.12
Restructuring charges1,165
 68
 1,097
 0.04
 
 0.04
Subtotal135,688
 7,113
 128,575
 4.97
 0.26
 4.71
Amortization of intangible assets14,198
 658
 13,540
 0.52
 0.02
 0.50
Non-cash share-based compensation10,619
 1,178
 9,441
 0.39
 0.04
 0.35
Adjusted (non-GAAP)$160,505
 $8,949
 $151,556
 $5.88
 $0.33
 $5.55
 
Weighted average shares of common stock used in computing diluted EPS27,304
 

Our income from continuing operations was $136.5 million for the nine months ended November 30, 2018 compared to $120.5 million for the same period last year.  Our diluted EPS from continuing operations was $5.15 for the nine months ended November 30, 2018 compared to $4.41 for the same period last year.

Adjusted income from continuing operations increased $14.0 million, or 9.2%, to $165.5 million for the nine months ended November 30, 2018 compared to $151.6 million the same period last year.  Adjusted diluted EPS from continuing operations increased 12.4% to $6.24 for the nine months ended November 30, 2018 compared to $5.55 for the same period last year.  Adjusted diluted EPS increased primarily due to the impact of higher adjusted operating income in our Health & Home and Housewares segments,


lower interest expense and lower weighted average diluted shares outstanding compared to the same period last year.


Explanation of Non-GAAP Financial Measures

The tables contained in this MD&A, under the headings “Operating income, operating margin, adjusted
operating income (non-GAAP) and adjusted operating margin (non-GAAP) by segment" and “Income from continuing operations, diluted EPSearnings per share ("EPS") from continuing operations, adjusted income from continuing operations (non-GAAP), and adjusted diluted EPS from continuing operations (non-GAAP),” respectively, reportreports operating income, operating margin, income from continuing operations and diluted earnings per shareEPS from continuing operations without the impact of non-cash asset impairment charges, acquisition-related expenses, restructuring charges, the TRU bankruptcy charge, amortization of intangible assets, and non-cash share-based compensation for the periods presented, as applicable.  In addition, we report our Leadership Brand net sales revenue, which are sales from brands that have number-one and number-two positions in their respective categories and consist of the OXO, Honeywell, Braun, PUR, Hydro Flask, Vicks and Hot Tools brands. These measures may be considered non-GAAP financial information as set forth in SEC Regulation G, Rule 100. The preceding tables reconcile these measures to their corresponding GAAP-based measures presented in our condensed consolidated statements of income. We believe that adjusted operating income, adjusted operating margin, adjusted income from continuing operations, and adjusted diluted EPS from continuing operations and Leadership Brand net sales 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 on netapplicable income, margin and earnings per share.share measures. We also believe that these non-GAAP measures facilitate a more direct comparison of our performance to our competitors. We further believe that including the excluded charges would not accurately reflect the underlying performance of our continuing operations for the period in which the charges are incurred, even though such charges may be incurred and reflected in our GAAP financial results in the near future. The material limitation associated with the use of the non-GAAP financial measures is that the non-GAAP measures do not reflect the full economic impact of our activities. Our adjusted operating income, adjusted operating margin, adjusted income from continuing operations, and adjusted diluted EPS from continuing operations and Leadership Brand net sales 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.


These measures are discussed further and reconciled to their applicable GAAP based measures contained in this MD&A beginning on page 36. 



OVERVIEW

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 well-recognized and widely-trusted brands.  We have built leading market positions through new product innovation, product quality and competitive pricing.  We currently operate in three segments consisting of Housewares, Health & Home, and Beauty.  

In fiscal 2015, we launched a five-year transformational strategy designed to improve the performance of our business segments and strengthen our shared service capabilities.  Fiscal 2019 marked the completion of Phase I of our multi-year transformation strategy, which delivered performance across a wide range of measures. We improved core sales growth by focusing on our Leadership Brands, made strategic acquisitions, became a more efficient operating company with strong global shared services, upgraded our organization and culture, improved inventory turns and return on invested capital, and returned capital to shareholders.

Fiscal 2020 began Phase II of our transformation and is designed to drive the next five years of progress. The long-term objectives of Phase II include improved organic sales growth, continued margin expansion, and strategic and effective capital deployment. We expect Phase II will include continued investment in our Leadership Brands, with a focus on growing them through consumer-centric innovation, expanding them more aggressively outside the United States, and adding new brands through acquisition. We anticipate building further shared service capability and operating efficiency, as well as attracting, retaining, unifying and training the best people.

On December 19, 2019, we entered into a definitive agreement to acquire Drybar Products LLC, which includes the Drybar trademark and other intellectual property assets associated with Drybar’s products, as well as certain related production assets and working capital. As part of the transaction, we will grant a worldwide license to Drybar Holdings LLC, the owner and long-time operator of Drybar blowout salons, to use the Drybar trademark in their continued operation of Drybar salons. The salons will exclusively use, promote, and sell Helen of Troy’s Drybar products globally. The total cash consideration is $255.0 million, subject to certain customary closing adjustments. We expect to finance the acquisition with cash on hand and borrowings from our existing revolving credit facility. The acquisition is expected to close by January 31, 2020, subject to customary closing conditions, including regulatory approvals.

In fiscal 2018, we announced that we had approved a restructuring plan (“Project Refuel”). Project Refuel includes a reduction-in-force and the elimination of certain contracts and operating expenses. We are targeting total annualized profit improvements of approximately $8.0 to $10.0 million over the duration of the plan.  We estimate the plan will be completed during fiscal 2020, and expect to incur total restructuring charges of approximately $7.0 million over the duration of the plan. Since implementing Project Refuel, we have incurred $6.5 million of pre-tax restructuring costs as of November 30, 2019. For additional information regarding Project Refuel, see Note 10 to the accompanying condensed consolidated financial statements.
In December 2017, we completed the divestiture of the Nutritional Supplements segment through the sale of Healthy Directions LLC and its subsidiaries ("Healthy Directions") to Direct Digital, LLC. The purchase price from the sale was comprised of $46.0 million in cash, which was paid at closing, and a supplemental payment with a target value of $25.0 million, payable on or before August 1, 2019. The final amount of the supplemental payment was adjusted based on a settlement with respect to the calculation of the performance of Healthy Directions through February 28, 2018. During fiscal 2019, we reduced the estimated value of the supplemental payment to $10.8 million and recorded a corresponding pre-tax charge of $5.8 million ($4.4 million after tax) to discontinued operations. The supplemental payment of $10.8 million was received during the second quarter of fiscal 2020. Also, during fiscal 2019,


we recorded an additional charge of $1.5 million ($1.3 million after tax) to discontinued operations, resulting from the resolution of certain contingencies. In conjunction with the sale of the business, we provided certain transition services that ceased during the second quarter of fiscal 2020. Following the sale, we no longer consolidate our former Nutritional Supplements segment's operating results. Unless otherwise indicated, all results presented are from continuing operations.

Significant Trends Impacting the Business
Impact of Tariffs
During fiscal years 2019 and 2020, the Office of the U.S. Trade Representative (‘‘USTR’’) has imposed, and in certain cases subsequently reduced or removed, 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.

The tariff increases that have been implemented by the USTR began to impact our cost of goods sold in the third quarter of fiscal 2019 and will continue to do so, as long as these tariff increases remain in effect. In December 2019, the U.S. and China announced an interim trade agreement to halt additional tariff increases that were due to become effective before the end of the year and reverse some tariff increases that became effective in September 2019. The specific details of the interim trade agreement are unclear, as is the ultimate outcome of the broader trade negotiations. At this time, we expect to mitigate the impact of tariff increases primarily through pricing actions and product cost reductions in our supply chain. Although our pricing actions are intended to offset the gross profit dollar impact of tariff increases, there are no assurances that the pricing actions will be successful in fully offsetting this impact or will not reduce retail consumption or customer orders in the short-term.

Since July 2018, the USTR has periodically issued lists of products that are excluded from tariffs on Chinese imports. Under the USTR exclusion process, companies have the opportunity to seek to have particular products excluded from the tariff lists and apply for a refund.
Potential Impact of Brexit and Offshore Receipts in Respect of Intangible Property Tax
The potential exit of the United Kingdom (the "U.K.") from European Union ("E.U.") membership (commonly referred to as "Brexit") could cause disruptions to and create uncertainty surrounding our business, including affecting our relationships with our existing and future customers, suppliers and employees, which could have an adverse effect on our business, financial results and operations. Negotiations are ongoing to determine the future terms of the U.K.’s relationship with the E.U., including the terms of trade between the U.K. and the E.U. The effects of Brexit will depend on any agreements the U.K. makes to retain access to E.U. markets either during a transitional period or more permanently. These measures could potentially disrupt the markets we serve and the tax jurisdictions in which we operate, adversely change tax benefits or liabilities in these or other jurisdictions, and may cause us to lose customers, suppliers, and employees. In addition, Brexit could lead to legal uncertainty and potentially divergent national laws and regulations as the U.K. determines which E.U. laws to replace or replicate.

The U.K.’s Offshore Receipts in respect of Intangible Property ("ORIP") rules were introduced by the Finance Act 2019 and came into effect on April 6, 2019. Under the ORIP rules, where intangible property ("IP") is held in offshore companies, in a territory with which the U.K. does not have a full double taxation arrangement and the IP is used directly or indirectly to enable, facilitate or promote U.K. sales, income derived from that IP could be subject to a U.K. gross receipts tax at 20% of the gross amounts. Based on currently available information, we intend to treat this tax as a transactional tax included in operating expenses. Certain aspects of this legislation and its implementation remain unclear at this time and we expect that additional regulations or guidance may be issued and the accounting treatment of the new tax may be clarified.



While we do not believe the ORIP tax will have a material adverse impact on our consolidated operating results, we do believe that it could be material to the profitability of our EMEA operating unit. As a result, the ORIP tax could cause us to evaluate different strategic choices with respect to our EMEA operating unit, including a rationalization of the product portfolio sold in the U.K. or an exit from the market, which could adversely impact our net sales revenue.

Foreign Currency Exchange Rate Fluctuations
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 reporting currency (the U.S. Dollar). The most significant currencies affecting our operating results are the British Pound, Euro, Canadian Dollar, and Mexican Peso.  

For the three months ended November 30, 2019, changes in foreign currency exchange rates had an unfavorable impact on consolidated U.S. Dollar reported net sales revenue of approximately $2.3 million, or 0.5%, compared to an unfavorable impact of $1.8 million, or 0.4% for the same period last year. For the nine months ended November 30, 2019, changes in foreign currency exchange rates had an unfavorable impact on consolidated U.S. dollar reported net sales revenue of approximately $6.8 million, or 0.6%, compared to a favorable impact of $1.4 million, or 0.1% for the same period last year.

Consumer Spending and Changes in Shopping Preferences
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. For the three month periods ended November 30, 2019 and 2018, U.S. shipments were approximately 80% of our net sales. For the nine months ended November 30, 2019 and 2018, U.S. shipments were approximately 79% and 78% of our net sales, respectively.

Additionally, the shift in consumer shopping preferences to online or multichannel shopping experiences has changed the concentration of our sales. For the three and nine month periods ended November 30, 2019, our net sales to retail customers fulfilling end-consumer online orders and online sales directly to consumers comprised approximately 24% of our total consolidated net sales revenue, and grew approximately 30% and 28%, respectively, over the same periods last year.

For the three and nine month periods ended November 30, 2018, our net sales to retail customers fulfilling end-consumer online orders and online sales directly to consumers comprised approximately 20% of our total consolidated net sales revenue, and grew approximately 9% and 25%, respectively, over the same periods last year.

With the continued growth in online sales across 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 will become increasingly important for us to leverage our distribution capabilities in order to meet the changing demands of our customers, as well as to increase our online capabilities to support our direct-to-consumer sales channels and online channel sales by our retail customers. 

Variability of the Cough/Cold/Flu Season
Sales in several of our Health & Home 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. For the 2018-2019 season, fall and winter weather was generally milder than historical averages and cough/cold/flu incidence was significantly lower than the 2017-2018 season, which was an above average season.



RESULTS OF OPERATIONS
The following tables provide selected operating data, in U.S. Dollars, as a percentage of net sales
revenue, and as a year-over-year percentage change:
 Three Months Ended November 30,     % of Sales Revenue, net
(in thousands)2019 2018 $ Change % Change 2019 2018
Sales revenue by segment, net           
Housewares$183,211
 $142,937
 $40,274
 28.2 % 38.6 % 33.2 %
Health & Home185,810
 187,863
 (2,053) (1.1)% 39.1 % 43.6 %
Beauty105,716
 100,281
 5,435
 5.4 % 22.3 % 23.3 %
Total sales revenue, net474,737
 431,081
 43,656
 10.1 % 100.0 % 100.0 %
Cost of goods sold264,764
 249,236
 15,528
 6.2 % 55.8 % 57.8 %
Gross profit209,973
 181,845
 28,128
 15.5 % 44.2 % 42.2 %
Selling, general and administrative expense ("SG&A")130,692
 120,524
 10,168
 8.4 % 27.5 % 28.0 %
Restructuring charges12
 25
 (13) (52.0)%  %  %
Operating income79,269
 61,296
 17,973
 29.3 % 16.7 % 14.2 %
Non-operating income, net92
 15
 77
 *
  %  %
Interest expense(2,767) (2,971) 204
 (6.9)% (0.6)% (0.7)%
Income before income tax76,594
 58,340
 18,254
 31.3 % 16.1 % 13.5 %
Income tax expense7,895
 4,020
 3,875
 96.4 % 1.7 % 0.9 %
Income from continuing operations68,699
 54,320
 14,379
 26.5 % 14.5 % 12.6 %
Loss from discontinued operations (1)
 (4,850) 4,850
 *
  % (1.1)%
Net income$68,699
 $49,470
 $19,229
 38.9 % 14.5 % 11.5 %

 Nine Months Ended November 30,     % of Sales Revenue, net
(in thousands)2019 2018 $ Change % Change 2019 2018
Sales revenue by segment, net           
Housewares$496,017
 $397,738
 $98,279
 24.7 % 39.2 % 33.7 %
Health & Home499,543
 527,077
 (27,534) (5.2)% 39.5 % 44.7 %
Beauty269,507
 254,493
 15,014
 5.9 % 21.3 % 21.6 %
Total sales revenue, net1,265,067
 1,179,308
 85,759
 7.3 % 100.0 % 100.0 %
Cost of goods sold723,216
 695,732
 27,484
 4.0 % 57.2 % 59.0 %
Gross profit541,851
 483,576
 58,275
 12.1 % 42.8 % 41.0 %
SG&A359,794
 325,684
 34,110
 10.5 % 28.4 % 27.6 %
Restructuring charges1,061
 2,609
 (1,548) (59.3)% 0.1 % 0.2 %
Operating income180,996
 155,283
 25,713
 16.6 % 14.3 % 13.2 %
Non-operating income, net313
 175
 138
 78.9 %  %  %
Interest expense(9,291) (8,413) (878) 10.4 % (0.7)% (0.7)%
Income before income tax172,018
 147,045
 24,973
 17.0 % 13.6 % 12.5 %
Income tax expense16,530
 10,535
 5,995
 56.9 % 1.3 % 0.9 %
Income from continuing operations155,488
 136,510
 18,978
 13.9 % 12.3 % 11.6 %
Loss from discontinued operations (1)
 (5,231) 5,231
 *
  % (0.4)%
Net income$155,488
 $131,279
 $24,209
 18.4 % 12.3 % 11.1 %

(1)During fiscal 2018, we divested our Nutritional Supplements segment, which is reported as discontinued operations for all periods presented. For more information see Note 5 to the accompanying condensed consolidated financial statements.

* Calculation is not meaningful.



Third Quarter Fiscal 2020 Financial Results

Consolidated net sales revenue increased 10.1%, or $43.7 million, to $474.7 million for the three months ended November 30, 2019, compared to $431.1 million for the same period last year.

Consolidated operating income increased 29.3%, or $18.0 million, to $79.3 million for the three months ended November 30, 2019, compared to $61.3 million for the same period last year. Consolidated operating margin increased 2.5 percentage points to 16.7% of consolidated net sales revenue for the three months ended November 30, 2019, compared to 14.2% for the same period last year. The three months ended November 30, 2019 included pre-tax acquisition-related expenses of $1.5 million with no comparative expenses for the same period last year.

Consolidated adjusted operating income increased 27.8%, or $19.7 million, to $90.3 million for the three months ended November 30, 2019, compared to $70.6 million for the same period last year. Consolidated adjusted operating margin increased 2.6 percentage points to 19.0% of consolidated net sales revenue for the three months ended November 30, 2019, compared to 16.4% for the same period last year.

Income from continuing operations increased 26.5%, or $14.4 million, to $68.7 million for the three months ended November 30, 2019, compared to $54.3 million for the same period last year. Diluted EPS from continuing operations increased 31.6% to $2.71 for the three months ended November 30, 2019, compared to $2.06 for the same period last year.

Adjusted income from continuing operations increased 25.2%, or $15.9 million, to $79.1 million for the three months ended November 30, 2019, compared to $63.2 million for the same period last year. Adjusted diluted EPS from continuing operations increased 30.0% to $3.12 for the three months ended November 30, 2019, compared to $2.40 for the same period last year.

There were no results from discontinued operations for the three months ended November 30, 2019, compared to a loss from discontinued operations of $4.9 million, or $0.18 per diluted share, for the three months ended November 30, 2018.

Net income increased 38.9%, or $19.2 million, to $68.7 million for the three months ended November 30, 2019 compared to $49.5 million for the same period last year. Diluted EPS increased 44.1% to $2.71 for the three months ended November 30, 2019 compared to $1.88 for the same period last year.
Year-To-Date Fiscal 2020 Financial Results

Consolidated net sales revenue increased 7.3%, or $85.8 million, to $1,265.1 million for the nine months ended November 30, 2019, compared to $1,179.3 million for the same period last year.

Consolidated operating income increased 16.6%, or $25.7 million, to $181.0 million for the nine months ended November 30, 2019, compared to $155.3 million for the same period last year. Consolidated operating margin increased 1.1 percentage points to 14.3% of consolidated net sales revenue for the nine months ended November 30, 2019, compared to 13.2% for the same period last year. The nine months ended November 30, 2019 included pre-tax acquisition-related expenses and pre-tax restructuring charges of $1.5 million and $1.1 million, respectively, compared to zero pre-tax acquisition-related expenses and pre-tax restructuring charges of $2.6 million for the same period last year.



Consolidated adjusted operating income increased 16.0%, or $29.7 million, to $215.4 million for the nine months ended November 30, 2019, compared to $185.7 million for the same period last year. Consolidated adjusted operating margin increased 1.2 percentage points to 17.0% of consolidated net sales revenue for the nine months ended November 30, 2019, compared to 15.8% for the same period last year.

Income from continuing operations increased 13.9%, or $19.0 million, to $155.5 million for the nine months ended November 30, 2019, compared to $136.5 million for the same period last year. Diluted EPS from continuing operations increased 19.4% to $6.15 for the nine months ended November 30, 2019, compared to $5.15 for the same period last year.

Adjusted income from continuing operations increased 13.4%, or $22.2 million, to $187.8 million for the nine months ended November 30, 2019, compared to $165.5 million for the same period last year. Adjusted diluted EPS from continuing operations increased 18.9% to $7.42 for the nine months ended November 30, 2019, compared to $6.24 for the same period last year.

There were no results from discontinued operations for the nine months ended November 30, 2019, compared to a loss from discontinued operations, net of tax of $5.2 million, or $0.20 per diluted share for the same period last year.

Net income increased 18.4%, or $24.2 million, to $155.5 million for the nine months ended November 30, 2019, compared to $131.3 million for the same period last year. Diluted EPS increased 24.2%, to $6.15 for the nine months ended November 30, 2019, compared to $4.95 for the same period last year.

Consolidated and Segment Net Sales

The following tables summarize the impact that core business, foreign exchange and acquisitions, as applicable, had on our net sales revenue by segment: 
 Three Months Ended November 30,
(in thousands)Housewares Health & Home Beauty Total
Fiscal 2019 sales revenue, net$142,937
 $187,863
 $100,281
 $431,081
Core business growth (decline)40,768
 (996) 6,232
 46,004
Impact of foreign currency(494) (1,057) (797) (2,348)
Change in sales revenue, net40,274
 (2,053) 5,435
 43,656
Fiscal 2020 sales revenue, net$183,211
 $185,810
 $105,716
 $474,737
        
Total net sales revenue growth (decline)28.2 % (1.1)% 5.4 % 10.1 %
Core business growth (decline)28.5 % (0.5)% 6.2 % 10.7 %
Impact of foreign currency(0.3)% (0.6)% (0.8)% (0.5)%
 Nine Months Ended November 30,
(in thousands)Housewares Health & Home Beauty Total
Fiscal 2019 sales revenue, net$397,738
 $527,077
 $254,493
 $1,179,308
Core business growth (decline)99,535
 (23,532) 16,566
 92,569
Impact of foreign currency(1,256) (4,002) (1,552) (6,810)
Change in sales revenue, net98,279
 (27,534) 15,014
 85,759
Fiscal 2020 sales revenue, net$496,017
 $499,543
 $269,507
 $1,265,067
        
Total net sales revenue growth (decline)24.7 % (5.2)% 5.9 % 7.3 %
Core business growth (decline)25.0 % (4.5)% 6.5 % 7.8 %
Impact of foreign currency(0.3)% (0.8)% (0.6)% (0.6)%



In the above tables, core 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 is acquired, excluding the impact that foreign currency had on reported net sales. Net sales revenue from internally developed brands or product lines is considered core business activity.

Leadership Brand and Other Net Sales

The following tables summarize our Leadership Brand and other net sales:
 Three Months Ended November 30,
(in thousands)2019 2018 $ Change % Change
Leadership Brand sales revenue, net$379,604
 $343,364
 $36,240
 10.6%
All other sales revenue, net95,133
 87,717
 7,416
 8.5%
Total sales revenue, net$474,737
 $431,081
 $43,656
 10.1%
 Nine Months Ended November 30,
(in thousands)2019 2018 $ Change % Change
Leadership Brand sales revenue, net$1,012,346
 $943,168
 $69,178
 7.3%
All other sales revenue, net252,721
 236,140
 16,581
 7.0%
Total sales revenue, net$1,265,067
 $1,179,308
 $85,759
 7.3%

Consolidated Net Sales Revenue

Comparison of Third Quarter Fiscal 2020 to Third Quarter Fiscal 2019
Consolidated net sales revenue increased $43.7 million, or 10.1%, to $474.7 million, compared to $431.1 million. The growth was driven by a core business increase of $46.0 million, or 10.7%, primarily reflecting:
growth in consolidated online sales;
an increase in brick and mortar sales in our Housewares segment;
higher international sales; and
an increase in sales in the appliance category in the Beauty segment.

These factors were partially offset by:
lower sales in our Health & Home segment;
the unfavorable impact from foreign currency fluctuations of approximately $2.3 million, or 0.5%; and
a decline in the personal care category in the Beauty segment.

Net sales from our Leadership Brands were $379.6 million, compared to $343.4 million for the same period last year, representing growth of 10.6%.

Comparison of First Nine Months of Fiscal 2020 to First Nine Months of Fiscal 2019
Consolidated net sales revenue increased $85.8 million, or 7.3%, to $1,265.1 million, compared to $1,179.3 million. The growth was driven by a core business increase of $92.6 million, or 7.8%, primarily reflecting:
growth in consolidated online sales;
an increase in brick and mortar sales in our Housewares segment; and
an increase in sales in the appliance category in the Beauty segment.

These factors were partially offset by:
lower sales in our Health & Home segment;
a decline in the personal care category within the Beauty segment; and


the unfavorable impact from net foreign currency fluctuations of approximately $6.8 million, or 0.6%.

Net sales from our Leadership Brands were $1,012.3 million compared to $943.2 million for the same period last year, representing growth of 7.3%.

Segment Net Sales Revenue

Housewares

Comparison of Third Quarter Fiscal 2020 to Third Quarter Fiscal 2019
Net sales revenue increased $40.3 million, or 28.2%, to $183.2 million, compared to $142.9 million. Growth was driven by a core business increase of $40.8 million, or 28.5%, primarily due to:
point of sale growth with existing domestic brick and mortar customers;
an increase in online sales;
an increase in international sales;
higher club sales; and
new product introductions.

These factors were partially offset by the unfavorable impact of net foreign currency fluctuations of approximately $0.5 million, or 0.3%.
Comparison of First Nine Months of Fiscal 2020 to First Nine Months of Fiscal 2019
Net sales revenue increased $98.3 million, or 24.7%, to $496.0 million, compared to $397.7 million. Growth was primarily driven by a core business increase of $99.5 million, or 25.0%, due to:
point of sale growth and incremental distribution with existing domestic brick and mortar customers;
an increase in online sales;
higher club and closeout sales; and
new product introductions.

These factors were partially offset by the unfavorable impact of net foreign currency fluctuations of approximately $1.3 million, or 0.3%.

Health & Home

Comparison of Third Quarter Fiscal 2020 to Third Quarter Fiscal 2019
Net sales revenue decreased $2.1 million, or 1.1%, to $185.8 million, compared to $187.9 million. The decline was driven by a core business decline of $1.0 million, or 0.5% due to lower domestic sales driven by the unfavorable comparative impact from more wildfire activity in the same period last year and net distribution changes year-over-year. These factors were partially offset by revenue from new product introductions and growth in international sales.

Comparison of First Nine Months of Fiscal 2020 to First Nine Months of Fiscal 2019
Net sales revenue decreased $27.5 million, or 5.2%, to $499.5 million compared to $527.1 million. The decline was primarily driven by a core business decline of $23.5 million, or 4.5%, due to:
lower domestic sales driven by net distribution changes year-over-year, the unfavorable comparative impacts of a strong cough/cold/flu season and more wildfire activity in the same period last year; and
lower international sales.

These factors were partially offset by revenue from new product introductions.


Beauty

Comparison of Third Quarter Fiscal 2020 to Third Quarter Fiscal 2019
Net sales revenue increased $5.4 million, or 5.4%, to $105.7 million, compared to $100.3 million. The increase was driven by an increase in core business sales of $6.2 million, or 6.2%, primarily due to:
increased demand and new product introductions in the appliance category;
growth in the online channel; and
an increase in international sales.

These factors were partially offset by a decline in net sales in the personal care category and the unfavorable impact of net foreign currency fluctuations of approximately $0.8 million, or 0.8%.

Comparison of First Nine Months of Fiscal 2020 to First Nine Months of Fiscal 2019
Net sales revenue increased $15.0 million, or 5.9%, to $269.5 million, compared to $254.5 million. The growth was driven by a core business increase of $16.6 million, or 6.5%, primarily due to:
increased demand and new product introductions in the appliance category;
growth in the online channel; and
an increase in international sales.

These factors were partially offset by a decrease in net sales in the personal care category and the unfavorable impact of net foreign currency fluctuations of approximately $1.6 million, or 0.6%.

Consolidated Gross Profit Margin

Comparison of Third Quarter Fiscal 2020 to Third Quarter Fiscal 2019
Consolidated gross profit margin increased 2.0 percentage points to 44.2%, compared to 42.2%. The increase in consolidated gross profit margin was primarily due to:
a higher mix of Housewares sales at a higher overall gross profit margin; and
a favorable product and channel mix within the Housewares segment.

These factors were partially offset by a lower mix of personal care sales in the Beauty segment.

Comparison of First Nine Months of Fiscal 2020 to First Nine Months of Fiscal 2019
Consolidated gross profit margin increased 1.8 percentage points to 42.8%, compared to 41.0%. The increase in consolidated gross profit margin was primarily due to:
a higher mix of Housewares sales at a higher overall gross profit margin;
a favorable product mix within the Housewares segment;
a lower mix of shipments made on a direct import basis; and
tariff exclusion refunds received for certain duties expensed in the second half of fiscal 2019 and the first quarter of fiscal 2020.

These factors were partially offset by:
the net margin dilutive impact from tariffs and related pricing actions;
unfavorable foreign currency fluctuations;
a lower mix of personal care sales in the Beauty segment; and
higher inbound freight expense.



Consolidated SG&A

Comparison of Third Quarter Fiscal 2020 to Third Quarter Fiscal 2019
Consolidated SG&A ratio decreased 0.5 percentage points to 27.5%, compared to 28.0%. The decrease in the consolidated SG&A ratio was primarily due to:
lower advertising expense;
the impact from tariff related pricing actions taken with retail customers;
the impact that higher overall sales had on net operating leverage; and
the favorable impact of foreign currency exchange and forward contract settlements.

These factors were partially offset by:
higher annual incentive compensation expense;
acquisition-related expenses associated with the definitive agreement to acquire Drybar Products LLC;
higher amortization expense; and
higher freight and distribution expense.

Comparison of First Nine Months of Fiscal 2020 to First Nine Months of Fiscal 2019
Consolidated SG&A ratio increased 0.8 percentage points to 28.4%, compared to 27.6%. The increase in the consolidated SG&A ratio was primarily due to:
higher annual incentive compensation expense;
the unfavorable impact of a lower mix of shipments made on a direct import basis;
acquisition-related expenses;
higher freight and distribution expense; and
higher amortization expense.

These factors were partially offset by:
the impact from tariff related pricing actions taken with retail customers;
the impact that higher overall sales had on net operating leverage;
lower advertising expense; and
the favorable impact of foreign currency exchange and forward contract settlements.

Restructuring Charges

Comparison of Third Quarter Fiscal 2020 to Third Quarter Fiscal 2019
We incurred insignificant restructuring charges for both periods.

Comparison of First Nine Months of Fiscal 2020 to First Nine Months of Fiscal 2019
We incurred $1.1 million of pre-tax restructuring charges, compared to $2.6 million. The charges related primarily to employee severance and termination benefits and contract termination costs.


Operating income, operating margin, adjusted operating income (non-GAAP), and adjusted operating margin (non-GAAP) by segment

In order to provide a better understanding of the comparative impact of certain items on operating income, the tables that follow report the comparative before tax impact of non-cash asset impairment charges, acquisition-related expenses, restructuring charges, amortization of intangible assets, and noncash sharebased compensation, as applicable, on operating income and operating margin for each segment and in total for the periods covered 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 2., “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 Three Months Ended November 30, 2019
(In thousands)Housewares Health & Home Beauty Total
Operating income, as reported (GAAP)$42,272
 23.1% $24,372
 13.1% $12,625
 11.9% $79,269
 16.7%
Acquisition-related expenses
 % 
 % 1,475
 1.4% 1,475
 0.3%
Restructuring charges
 % 
 % 12
 % 12
 %
Subtotal42,272
 23.1% 24,372
 13.1% 14,112
 13.3% 80,756
 17.0%
Amortization of intangible assets815
 0.4% 2,492
 1.3% 1,483
 1.4% 4,790
 1.0%
Non-cash share-based compensation1,510
 0.8% 1,946
 1.0% 1,302
 1.2% 4,758
 1.0%
Adjusted operating income (non-GAAP)44,597
 24.3% 28,810
 15.5% 16,897
 16.0% 90,304
 19.0%

 Three Months Ended November 30, 2018
(In thousands)Housewares Health & Home Beauty Total
Operating income, as reported (GAAP)$29,839
 20.9 % $19,213
 10.2% $12,244
 12.2% $61,296
 14.2%
Restructuring charges(20)  % 
 % 45
 % 25
 %
Subtotal29,819
 20.9 % 19,213
 10.2% 12,289
 12.3% 61,321
 14.2%
Amortization of intangible assets489
 0.3 % 2,721
 1.4% 90
 0.1% 3,300
 0.8%
Non-cash share-based compensation2,293
 1.6 % 2,548
 1.4% 1,175
 1.2% 6,016
 1.4%
Adjusted operating income (non-GAAP)32,601
 22.8 % 24,482
 13.0% 13,554
 13.5% 70,637
 16.4%

 Nine Months Ended November 30, 2019
(In thousands)Housewares Health & Home Beauty Total
Operating income, as reported (GAAP)$109,170
 22.0% $51,836
 10.4% $19,990
 7.4% $180,996
 14.3%
Acquisition-related expenses
 % 
 % 1,475
 0.5% 1,475
 0.1%
Restructuring charges90
 % 
 % 971
 0.4% 1,061
 0.1%
Subtotal109,260
 22.0% 51,836
 10.4% 22,436
 8.3% 183,532
 14.5%
Amortization of intangible assets1,512
 0.3% 8,088
 1.6% 3,529
 1.3% 13,129
 1.0%
Non-cash share-based compensation5,853
 1.2% 7,839
 1.6% 5,051
 1.9% 18,743
 1.5%
Adjusted operating income (non-GAAP)$116,625
 23.5% $67,763
 13.6% $31,016
 11.5% $215,404
 17.0%

 Nine Months Ended November 30, 2018
(In thousands)Housewares Health & Home Beauty Total
Operating income, as reported (GAAP)$80,351
 20.2% $52,501
 10.0% $22,431
 8.8% $155,283
 13.2%
Restructuring charges740
 0.2% 358
 0.1% 1,511
 0.6% 2,609
 0.2%
Subtotal81,091
 20.4% 52,859
 10.0% 23,942
 9.4% 157,892
 13.4%
Amortization of intangible assets1,474
 0.4% 8,129
 1.5% 1,219
 0.5% 10,822
 0.9%
Non-cash share-based compensation6,273
 1.6% 7,030
 1.3% 3,726
 1.5% 17,029
 1.4%
Adjusted operating income (non-GAAP)$88,838
 22.3% $68,018
 12.9% $28,887
 11.4% $185,743
 15.8%



Consolidated Operating Income

Comparison of Third Quarter Fiscal 2020 to Third Quarter Fiscal 2019
Consolidated operating income was $79.3 million, or 16.7% of net sales, compared to $61.3 million, or 14.2% of net sales, for the same period last year.  The increase was driven by the following factors:
a higher mix of Housewares sales at a higher overall operating margin;
a favorable product and channel mix within the Housewares segment;
the favorable impact that higher overall net sales had on operating expense leverage; and
lower advertising expense.

These factors were partially offset by:
higher annual incentive compensation expense;
acquisition-related expenses;
higher amortization expense; and
higher freight and distribution expense.

Consolidated adjusted operating income increased 27.8% to $90.3 million, or 19.0% of net sales, compared to $70.6 million, or 16.4% of net sales, in the same period last year. 

Comparison of First Nine Months of Fiscal 2020 to First Nine Months of Fiscal 2019
Consolidated operating income was $181.0 million, or 14.3% of net sales, compared to $155.3 million, or 13.2% of net sales, for the same period last year.  The increase was driven by the following factors:
tariff exclusion refunds received for certain duties expensed in the second half of fiscal 2019 and the first quarter of fiscal 2020;
a higher mix of Housewares sales at a higher overall operating margin;
a favorable product mix within the Housewares segment;
the favorable impact that higher overall net sales had on operating expense leverage;
lower advertising expense; and
the net favorable comparative impact of pre-tax restructuring charges of $1.5 million.

These factors were partially offset by:
higher annual incentive compensation expense;
higher freight and distribution expense;
acquisition-related expenses in the current period;
higher amortization expense; and
the net unfavorable impact of foreign currency fluctuations.

Consolidated adjusted operating income increased 16.0% to $215.4 million, or 17.0% of net sales, compared to $185.7 million, or 15.8% of net sales, for the same period last year. 

Housewares

Comparison of Third Quarter Fiscal 2020 to Third Quarter Fiscal 2019
Operating income was $42.3 million, or 23.1% of segment net sales, compared to $29.8 million, or 20.9% of segment net sales, for the same period last year. The 2.2 percentage point increase in segment operating margin was primarily due to:
the margin impact of a more favorable product and channel mix;
the impact that higher sales had on operating leverage; and
lower advertising expense.




These factors were partially offset by higher freight and distribution expense to support increased retail customer shipments and strong direct-to-consumer demand.

Adjusted operating income increased 36.8%to $44.6 million, or 24.3% of segment net sales, compared to $32.6 million, or 22.8% of segment net sales, in the same period last year.

Comparison of First Nine Months of Fiscal 2020 to First Nine Months of Fiscal 2019
Operating income was $109.2 million, or 22.0% of segment net sales, for the nine months ended November 30, 2019, compared to $80.4 million, or 20.2% of segment net sales, in the same period last year. The 1.8 percentage point increase in segment operating margin was primarily due to:
the margin impact of a more favorable product and channel mix;
the impact that higher sales had on operating leverage; and
the net favorable comparative impact of pre-tax restructuring charges of $0.7 million.

These factors were partially offset by:
higher annual incentive compensation expense;
higher advertising expense; and
higher freight and distribution center expense to support increased retail customer shipments and strong direct-to-consumer demand.

Adjusted operating income increased 31.3% to $116.6 million, or 23.5% of segment net sales, compared to $88.8 million, or 22.3% of segment net sales, in the same period last year.

Health & Home

Comparison of Third Quarter Fiscal 2020 to Third Quarter Fiscal 2019
Operating income was $24.4 million, or 13.1% of segment net sales, compared to $19.2 million, or 10.2% of segment net sales in the same period last year. The 2.9 percentage point increase in segment operating margin was primarily due to:
lower advertising expense; and
the margin impact of a more favorable product mix.

These factors were offset by unfavorable operating leverage from the decline in sales.

Adjusted operating income increased 17.7% to $28.8 million, or 15.5% of segment net sales, compared to $24.5 million, or 13.0% of segment net sales, in the same period last year.

Comparison of First Nine Months of Fiscal 2020 to First Nine Months of Fiscal 2019
Operating income was $51.8 million, or 10.4% of segment net sales, compared to $52.5 million, or 10.0% of segment net sales, in the same period last year. The 0.4 percentage point increase in segment operating margin was primarily due to:
tariff exclusion refunds received for certain duties expensed in the second half of fiscal 2019 and first quarter of fiscal 2020;
lower advertising expense; and
lower product liability claim expense.

These factors were partially offset by the net unfavorable impact of foreign currency fluctuations, and unfavorable operating leverage from the decline in sales.

Adjusted operating income decreased 0.4% to $67.8 million, or 13.6% of segment net sales, compared to $68.0 million, or 12.9% of segment net sales, in the same period last year.



Beauty

Comparison of Third Quarter Fiscal 2020 to Third Quarter Fiscal 2019
Operating income was $12.6 million, or 11.9% of segment net sales, compared to $12.2 million, or 12.2% of segment net sales, in the same period last year. The 0.3 percentage point decrease in segment operating margin was primarily due to:
higher annual incentive compensation expense;
acquisition-related expenses;
higher amortization expense; and
the unfavorable margin impact of a lower mix of personal care sales.

These factors were partially offset by lower advertising expense.

Adjusted operating income increased 24.7% to $16.9 million, or 16.0% of segment net sales, compared to $13.6 million, or 13.5% of segment net sales, in the same period last year.

Comparison of First Nine Months of Fiscal 2020 to First Nine Months of Fiscal 2019
Operating income was $20.0 million, or 7.4% of segment net sales, compared to operating income of $22.4 million, or 8.8% of segment net sales, in the same period last year. The 1.4percentage point decrease in segment operating margin was primarily due to:
the impact of higher freight expense to meet strong demand in the appliance category;
higher annual incentive and share-based compensation expense related to short- and long-term performance;
higher amortization expense;
acquisition-related expenses; and
the unfavorable margin impact of a lower mix of personal care sales.

These factors were partially offset by lower advertising expense and the net favorable comparative impact of pre-tax restructuring charges of $0.5 million.

Adjusted operating income increased 7.4% to $31.0 million, or 11.5% of segment net sales, compared to $28.9 million, or 11.4% of segment net sales, in the same period last year.

Interest Expense
Comparison of Third Quarter Fiscal 2020 to Third Quarter Fiscal 2019
Interest expense was $2.8 million, compared to $3.0 million. The decrease in interest expense was primarily due to lower average levels of debt outstanding and lower average interest rates.

Comparison of First Nine Months of Fiscal 2020 to First Nine Months of Fiscal 2019
Interest expense was $9.3 million, compared to $8.4 million. The increase in interest expense was primarily due to higher average interest rates.

Income Tax Expense
The period-over-period comparison of our effective tax rate is impacted by the mix of taxable 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 intellectual property is largely owned by our foreign subsidiaries, resulting in


proportionally higher earnings in jurisdictions with lower statutory tax rates, which decreases our overall effective tax rate.
For the three months ended November 30, 2019, income tax expense as a percentage of income before income tax was 10.3% compared to 6.9% for the same period last year. The year-over-year increase in the effective tax rate is primarily due to shifts in the mix of taxable income in our various tax jurisdictions and increases in certain statutory tax rates.
For the nine months ended November 30, 2019, income tax expense as a percentage of income before income tax was 9.6%, which included $1.0 million of tax benefits from share-based compensation settlements, $1.7 million of expense from the remeasurement of deferred taxes due to tax rate changes, and a $2.8 million benefit from the resolution of an uncertain tax position. Income tax expense as a percentage of income before income tax was 7.2% for the same period last year, which included $0.7 million tax benefits from share-based compensation settlements and a $0.8 million benefit from the lapse of the statute of limitations related to an uncertain tax position. The year-over-year increase in the effective tax rate is primarily due to shifts in the mix of taxable income in our various tax jurisdictions, increases in certain statutory tax rates and the comparative impact of discrete benefits recorded in the same period last year.
During fiscal 2017, we received an assessment from a state tax authority which adjusted taxable income applicable to the particular state resulting from interpretations of certain state income tax provisions applicable to our legal structure.  We believe we have accurately reported our taxable income and are vigorously protesting the assessment through administrative processes with the state.  We believe it is unlikely that the outcome of these matters will have a material adverse effect on our consolidated financial position, results of operations, or liquidity.
Our Macau subsidiary generates income from the sale of the goods it has sourced and procured. This subsidiary is responsible for the sourcing and procurement of a large portion of the products that we sell. We currently have an indefinite tax holiday in Macau conditioned on the subsidiary meeting certain employment and investment thresholds. The Macau Offshore Law and its supplementary regulations that grant tax incentives to approved offshore institutions will be abolished on January 1, 2021. Existing approved offshore institutions such as ours can continue to operate under the offshore regime until the end of the calendar year 2020. Beginning in calendar year 2021, we believe our Macau subsidiary will become subject to a statutory corporate income tax of approximately 12%. The ultimate impact of this change, if any, on our overall effective tax rate will depend on a variety of factors including our mix of income by jurisdiction, transfer pricing considerations and the specific tax regulations applicable to us when we are no longer under the Macau Offshore regime. It is not practicable for us to determine the potential impact on our financial statements until the tax changes in Macau are fully established and our transfer pricing analysis is complete. Because our Macau subsidiary is not directly or indirectly owned by a U.S. parent, there is no U.S. tax liability associated with the income generated in Macau.


Income from continuing operations, diluted EPS from continuing operations, adjusted income from continuing operations (non-GAAP), and adjusted diluted EPS from continuing operations (non-GAAP)
In order to provide a better understanding of the impact of certain items on our income and EPS from continuing operations, the analysis that follows reports the comparative after tax impact of non-cash asset impairment charges, acquisition-related expenses, restructuring charges, amortization of intangible assets, and non-cash sharebased compensation, as applicable, on income from continuing operations, and diluted EPS from continuing operations for the periods covered below. For additional information regarding management’s decision to present this non-GAAP financial information, see the introduction to this Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
 Three Months Ended November 30, 2019
 Income From Continuing Operations Diluted EPS From Continuing Operations
(in thousands, except per share data)Before Tax Tax Net of Tax Before Tax Tax Net of Tax
As reported (GAAP)$76,594
 $7,895
 $68,699
 $3.02
 $0.31
 $2.71
Acquisition-related expenses1,475
 22
 1,453
 0.06
 
 0.06
Restructuring charges12
 
 12
 
 
 
Subtotal78,081
 7,917
 70,164
 3.07
 0.31
 2.76
Amortization of intangible assets4,790
 252
 4,538
 0.19
 0.01
 0.18
Non-cash share-based compensation4,758
 343
 4,415
 0.19
 0.01
 0.17
Adjusted (non-GAAP)$87,629
 $8,512
 $79,117
 $3.45
 $0.34
 $3.12
 
Weighted average shares of common stock used in computing diluted EPS25,396
 Three Months Ended November 30, 2018
 Income From Continuing Operations Diluted EPS From Continuing Operations
(in thousands, except per share data)Before Tax Tax Net of Tax Before Tax Tax Net of Tax
As reported (GAAP)$58,340
 $4,020
 $54,320
 $2.21
 $0.15
 $2.06
Restructuring charges25
 2
 23
 
 
 
Subtotal58,365
 4,022
 54,343
 2.21
 0.15
 2.06
Amortization of intangible assets3,300
 46
 3,254
 0.13
 
 0.12
Non-cash share-based compensation6,016
 415
 5,601
 0.23
 0.02
 0.21
Adjusted (non-GAAP)$67,681
 $4,483
 $63,198
 $2.57
 $0.17
 $2.40
            
Weighted average shares of common stock used in computing diluted EPS 26,366


 Nine Months Ended November 30, 2019
 Income From Continuing Operations Diluted EPS From Continuing Operations
(in thousands, except per share data)Before Tax Tax Net of Tax Before Tax Tax Net of Tax
As reported (GAAP)$172,018
 $16,530
 $155,488
 $6.80
 $0.65
 $6.15
Acquisition-related expenses1,475
 22
 1,453
 0.06
 
 0.06
Restructuring charges1,061
 68
 993
 0.04
 
 0.04
Subtotal174,554
 16,620
 157,934
 6.90
 0.66
 6.24
Amortization of intangible assets13,129
 621
 12,508
 0.52
 0.02
 0.49
Non-cash share-based compensation18,743
 1,434
 17,309
 0.74
 0.06
 0.68
Adjusted (non-GAAP)$206,426
 $18,675
 $187,751
 $8.16
 $0.74
 $7.42
 
Weighted average shares of common stock used in computing diluted EPS25,295
 Nine Months Ended November 30, 2018
 Income From Continuing Operations Diluted EPS From Continuing Operations
(in thousands, except per share data)Before Tax Tax Net of Tax Before Tax Tax Net of Tax
As reported (GAAP)$147,045
 $10,535
 $136,510
 $5.54
 $0.40
 $5.15
Restructuring charges2,609
 185
 2,424
 0.10
 0.01
 0.09
Subtotal149,654
 10,720
 138,934
 5.64
 0.40
 5.24
Amortization of intangible assets10,822
 236
 10,586
 0.41
 0.01
 0.40
Non-cash share-based compensation17,029
 1,021
 16,008
 0.64
 0.04
 0.60
Adjusted (non-GAAP)$177,505
 $11,977
 $165,528
 $6.69
 $0.45
 $6.24
 
Weighted average shares of common stock used in computing diluted EPS26,520

Comparison of Third Quarter Fiscal 2020 to Third Quarter Fiscal 2019
Income from continuing operations was $68.7 million, compared to $54.3 million.  Diluted EPS from continuing operations was $2.71, compared to $2.06. Diluted EPS increased primarily due to higher operating income in the Housewares segment and the impact of lower weighted average diluted shares outstanding compared to the same period last year. This was partially offset by higher income tax expense.

Adjusted income from continuing operations increased $15.9 million, or 25.2%, to $79.1 million, compared to $63.2 million the same period last year.  Adjusted diluted EPS from continuing operations increased 30.0% to $3.12, compared to $2.40.  

Comparison of First Nine Months of Fiscal 2020 to First Nine Months of Fiscal 2019
Income from continuing operations was $155.5 million, compared to $136.5 million.  Diluted EPS from continuing operations was $6.15, compared to $5.15. Diluted EPS increased primarily due to the impact of higher operating income in our Housewares segment and lower weighted average diluted shares outstanding compared to the same period last year. This was partially offset by lower operating income in our Beauty segment, higher interest expense and higher income tax expense.

Adjusted income from continuing operations increased $22.2 million, or 13.4%, to $187.8 million, compared to $165.5 million.  Adjusted diluted EPS from continuing operations increased 18.9% to $7.42, compared to $6.24.  



Financial Condition, Liquidity and Capital Resources


Selected measures of our liquidity and capital resources are shown for the periods below :below:  
Nine Months Ended November 30,Nine Months Ended November 30,
2018 20172019 2018
Accounts Receivable Turnover (Days) (1)69.4
 65.4
68.9
 69.4
Inventory Turnover (Times) (1)3.4
 2.8
2.9
 3.4
Working Capital (in thousands)
$338,008
 $263,537
Working Capital (in thousands)
$411,340
 $338,008
Current Ratio2.0:1
 1.7:1
2.3:1
 2.0:1
Ending Debt to Ending Equity Ratio32.9% 43.3%21.0% 32.9%
Return on Average Equity (1)14.1% 15.3%18.2% 14.1%
_____________________
(1)Accounts receivable turnover, inventory turnover and return on average equity computations use 12 month trailing net sales revenue, cost of goods sold or net income components as required by the particular measure. The current and four prior quarters' ending balances of accounts receivable, inventory and equity are used for the purposes of computing the average balance component as required by the particular measure.


We rely principally on cash flowflows from operations and borrowings under our credit facility to finance our operations, acquisitions, and capital expenditures.  We believe our cash flows from operations and

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availability under our credit facility are sufficient to meet our working capital and capital expenditure needs. 


Operating Activities


Operating activities from continuing operations provided net cash of $109.5$101.4 million for the nine months ended November 30, 20182019, compared to $102.9$109.5 million for the same period last year.  The increase wasdecrease is primarily driven by an increase in income from continuing operations, higher share-based compensation and an increase in cash from accounts payable. These factors were partially offset bydue to an increase in cash used for inventoryaccounts receivable, accounts payable and a dispute settlement payment of $15.0 million.    accrued expenses and was partially offset by increased income from continuing operations.

Accounts receivable increased $63.6 million to $339.1 million as of November 30, 2018, compared to $275.6 million at the end of fiscal 2018. Accounts receivable turnover was 69.4 and 65.4 days at November 30, 2018 and 2017, respectively. 

Inventory increased $49.1 million to $300.6 million as of November 30, 2018, compared to $251.5 million at the end of fiscal 2018. Inventoryturnover was 3.4 times at November 30, 2018, compared to 2.8 times at the same time last year.


Investing Activities


Investing activities from continuing operations used $21.0 million of cash forDuring the nine months ended November 30, 2018,2019, we invested in capital and intangible asset expenditures of $13.2 million, compared to $10.4$22.2 million for the same period last year. During the nine months ended November 30, 2018, we invested in capital expenditures of $22.2 millionThe decrease is primarily for leasehold improvements, computers, furniture and other equipment and for tools, molds and other production equipment. The year-over-year increase in capital spending relates primarilydue to the office relocationcomparative impact of leasehold improvement expenditures in the Housewares segment.same period last year.  


Financing Activities


Financing activities from continuing operations used $84.8$80.4 million of cash during the nine months ended November 30, 2018,2019, compared to $89.7$84.8 million for the same period last year.  HighlightsA reduction in repurchases of those activities follow:

we had draws of $462.4 million against our credit agreement;
we repaid $411.4 million drawn against our credit agreement;
we repaid $1.9 million of our long-term debt;
we received $7.8 million of cash from employees exercising stock options and participating in our employee stock purchase plan;
we paid $4.7 million in tax obligations resulting from cashless share award settlements; and
we repurchased $137.1 million of our common stock inwas offset by higher net repayments on our line of credit for the open market.


first nine months of fiscal 2020 compared to the same period last year.



Credit and Other Debt Agreements


Credit Agreement


We have a credit agreement (the “Credit Agreement”) with Bank of America, N.A., as administrative agent, and other lenders that provides for an unsecured total revolving commitment of $1.0 billion as of November 30, 2018.2019. The commitment under the Credit Agreement terminates and the Credit Agreement matures on December 7, 2021. Borrowings accrue interest under one of two alternative methods (based on a base rate or LIBOR) as described in the Credit Agreement. 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. Outstanding letters of credit reduce the borrowing availability under the Credit Agreement on a dollar-for-dollar basis. As of November 30, 2018,2019, the outstanding revolving loan principal balance was $320.4$225.8 million (excluding prepaid financing fees) and the balance of outstanding letters of credit was $9.0 million. As of November 30, 2018,2019, the amount available for borrowings under the Credit Agreement was $670.6$765.2 million. Covenants in our debt agreements limit the amount of total indebtedness we can incur.  As of November 30, 2018,2019, these covenants effectively limited our ability to incur more than $526.5$730.5 million of additional debt from all sources, including our Credit Agreement, or $670.6$765.2 million in the event a qualified acquisition is consummated. 


Other Debt Agreements


We also have an aggregate principal balance of $22.4$20.5 million (excluding prepaid financing fees) under a loan agreement with the Mississippi Business Finance Corporation (the “MBFC Loan”) as of November 30, 2018.2019. The borrowings were used to fund construction of our Olive Branch, Mississippi distribution facility. Since March 2018, the MBFC Loan can be called by the holder at any time. The remaining loan balance is payable as follows: $1.9 million annually on March 1, 20192020 through 2022; and $14.8 million on March 1, 2023. Any remaining outstanding principal and interest is due upon maturity on March 1, 2023.


All of our debt is unconditionally guaranteed, on a joint and several basis, by the Company and severalcertain of its subsidiaries. Our debt agreements require the maintenance of certain key financial covenants, defined in the table below. Our debt agreements also contain other customary covenants, including, among other things, covenants restricting or limiting us, except under certain conditions set forth therein, from (1) incurring debt, (2) incurring liens on itsour properties, (3) making certain types of investments, (4) selling certain assets or making other fundamental changes relating to mergers and consolidations, and (5) repurchasing shares of our common stock and paying dividends. Our debt agreements also contain customary events of default, including failure to pay principal or interest when due, among others. Our debt agreements are cross-defaulted to each other. Upon an event of default under our debt agreements, the holders or lenders may, among other things, accelerate the maturity of any amounts outstanding under our debt agreements. 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.




The table below provides the formulas currently in effect for certain key financial covenants as defined under our debt agreements:
Applicable Financial CovenantCredit Agreement and MBFC Loan
Interest Coverage Ratio
EBIT (1)+ ÷Interest Expense (1)
Minimum Required:  3.00 to 1.00
Maximum Leverage Ratio
Total Current and Long Term Debt (2) +÷
Maximum Leverage RatioEBITDA (1) + Pro Forma Effect of Acquisitions
Maximum Currently Allowed:  3.50 to 1.00 (3)
 




Key Definitions:


EBIT:                 Earnings Before Non-Cash Charges, Interest Expense and Taxes
EBITDA:                EBIT + Depreciation and Amortization Expense + Share-based Compensation
Pro Forma Effect of Acquisitions:    For any acquisition, pre-acquisition EBITDA of the acquired business is included so that the
EBITDA of the acquired business included in the computation equals its twelve month trailing total.
Notes:


(1)Computed using totals for the latest reported four consecutive fiscal quarters.  
(2)Computed using the ending balances as of the latest reported fiscal quarter. 
(3)In the event a qualified acquisition is consummated, the maximum leverage ratio is 4.25 to 1.00. 



Table

Contractual Obligations

As of Contents
November 30, 2019, there have been no material changes from the information provided in our latest annual report on Form 10-K.  Additional information regarding contractual obligations can be found in Notes 11, 12 and 19 to the accompanying condensed consolidated financial statements.


Off-Balance Sheet Arrangements


We have no existing activities involving special purpose entities or off-balance sheet financing.


Current and Future Capital Needs


WeBased 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, including our pending acquisition of Drybar Products LLC. Other than the Drybar Products LLC acquisition, we expect our capital needs to stem primarily from the need to purchase sufficient levels of inventory and to carry normal levels of accounts receivable on our balance sheet. In addition, 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 up to the balance ofunder our currentBoard authorization, through May 2020, subject to limitations contained in our debt agreements 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 Part II, Item 5, “Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities” in our latest annual report on form 10-K and Part II, Item 2, "Unregistered Sales of Equity Securities and


Use of Proceeds" in this report. As of November 30, 2018,2019, the amount of cash and cash equivalents held by our foreign subsidiaries was $14.4$18.1 million, of which, an immaterial amount$0.6 million was held in foreign countries where the funds may not be readily convertible into other currencies.  


New Accounting Guidance


For information on recently adopted and issued accounting pronouncements, see Note 2 to the accompanying condensed consolidated financial statements.


Information Regarding Forward-Looking Statements
 
Certain written and oral statements in this Form 10-Q may constitute "forward-looking statements" as
defined under the Private Securities Litigation Reform Act of 1995. This includes statements made in this report, in other filings with the Securities and Exchange Commission (the "SEC"), in press releases, and in certain other oral and written presentations. 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. All statements that address operating results, events or developments that may occur in the future, including statements related to sales, earnings per share 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 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 report 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.


Such risks are not limited to, but may include:

our 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;
our relationships 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 risks associated with any loss or substantial decline in sales to top customers;
expectations regarding Project Refuel and any other proposed restructurings;restructuring;
expectations regarding recent, pending 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., Eurozone, and other international credit markets;
risks associated with weather conditions, the duration and severity of the cold and flu season and other related factors;
our 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;


the impact of changing costs of raw materials, labor and energy on cost of goods sold and certain operating expenses;
the risks associated with significant tariffs or other restrictions on imports from China or any retaliatory trade measures taken by China;
the 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;
our 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;
our ability to develop and introduce a continuing stream of new products to meet changing consumer preferences;
trade barriers, exchange controls, expropriations, and other risks associated with U.S. and foreign operations;
the risks associated with significant tariffs or other restrictions on imports from China or any retaliatory trade measures taken by China;
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 cybersecurity and information security breaches;
the risks associated with global legal developments regarding privacy and data security could result in changes to our business practices, penalties, increased cost of operations, or otherwise harm our business;
the risks associated with product recalls, product liability, other claims, and related litigation against us;
the risks associated with accounting for tax positions, tax audits and related disputes with taxing authorities;
the risks of potential changes in laws in the U.S. or abroad, including tax laws, regulations or treaties, employment and health insurance laws and regulations, laws relating to environmental policy, personal data, financial regulation, transportation policy and infrastructure policy along with the costs and complexities of compliance with such laws; and
our ability to continue to avoid classification as a controlled foreign corporation.
our ability to continue to avoid classification as a controlled foreign corporation.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


There have been no material changes in the information provided in the section entitled “Quantitative and Qualitative Disclosures about Market Risk” in our Form 10-K.  Additional information regarding risk management activities can be found in NoteNotes 12, 13 and 14 to the accompanying condensed consolidated financial statements.






ITEM 4. CONTROLS AND PROCEDURES


DISCLOSURE CONTROLS AND PROCEDURES


Our management, under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), maintains disclosure controls and procedures as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934 ("Exchange Act") that are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosures. Because of inherent limitations, disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of disclosure controls and procedures are met.


Our management, including our CEO and CFO, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended November 30, 2018.2019. Based upon that evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective at a reasonable level of assurance as of November 30, 2018,2019, the end of the period covered by this quarterly report on Form 10-Q.


CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING


In connection with the evaluation described above, we identified no change in our internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act that occurred during our fiscal quarter ended November 30, 2018,2019, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


PART II. OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

On May 31, 2018, we settled a patent infringement dispute related to two forehead thermometer models sold by our subsidiary, Kaz USA, Inc., in the United States and made a settlement payment of $15.0 million, which was accrued in prior periods along with related legal fees and other costs.  See Note 10 to the accompanying condensed consolidated financial statements for further discussion.    


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.  


ITEM 1A. RISK FACTORS  


The ownership of our common stock involves a number of risks and uncertainties. When evaluating the Company and our business before making an investment decision regarding our securities, potential investors should carefully consider the risk factors and uncertainties described in Part 1, Item 1A. “Risk Factors” of our annual report on Form 10-K for the fiscal year ended February 28, 2018.2019.  Since the filing of our annual report on Form 10-K, there have been no material changes in our risk factors from those disclosed therein, except for the following:therein.



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If significant tariffs or other restrictions are placed on imports from China or any retaliatory trade measures are taken by China, our business and results of operations could be materially and adversely affected.

We purchase our products from unaffiliated manufacturers, most of which are located in China, Mexico and the United States. This concentration exposes us to risks associated with doing business globally, including changes in tariffs. The Office of the United States Trade Representative identified certain Chinese imported goods for additional tariffs to address China’s trade policies and practices. These tariffs could have a material adverse effect on our business and results of operations. Additionally, the Trump Administration continues to signal that it may alter trade agreements and terms between China and the United States, including limiting trade with China, impose additional tariffs on imports from China and potentially impose other restrictions on exports from China to the United States. Consequently, it is possible further and or higher tariffs will be imposed on products imported from foreign countries, including China, or that our business will be impacted by retaliatory trade measures taken by China or other countries in response to existing or future tariffs. This may cause us to raise prices or make changes to our operations, any of which could have a material adverse effect on our business and results of operations.


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS  


On May 8, 2019, our Board of Directors authorized the repurchase of up to $400 million of our outstanding common stock. The authorization is effective until May 2022 and replaced our former repurchase authorization, of which $107.4 million was outstanding at the time the new authorization was approved. 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 9 to the accompanying condensed 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 following table summarizes our share repurchase activity for the periods shown:
Period
Total Number of
Shares Purchased (1)
 
Average Price
Paid per Share
 
Total Number of
Shares Purchased as Part of Publicly
Announced Plans
or Programs
 
Maximum Dollar Value of
Shares that May
Yet be Purchased
Under the Plans
or Programs
(in thousands) (2)
September 1 to September 30, 2018708
 $123.76
 708
 $285,694
October 1 to October 31, 2018705,716
 122.22
 705,716
 199,442
November 1 to November 30, 2018108,670
 127.31
 108,670
 185,606
Total815,094
 $122.90
 815,094
  
Period
Total Number of
Shares Purchased (1)
 
Average Price
Paid per Share
 
Total Number of
Shares Purchased as Part of Publicly
Announced Plans
or Programs
 
Maximum Dollar Value of
Shares that May
Yet be Purchased
Under the Plans
or Programs
(in thousands) (2)
September 1 to September 30, 20196,350
 $153.83
 6,350
 $393,038
October 1 to October 31, 2019116
 156.05
 116
 393,020
November 1 to November 30, 201943
 155.34
 43
 393,013
Total6,509
 $153.88
 6,509
  


(1)The number of shares above includes shares of common stock acquired from employees who tendered shares to: i)(i) satisfy the tax withholding on equity awards as part of our long-term incentive plans or ii)(ii) satisfy the exercise price on stock option exercises. For the three months ended November 30, 2018, 1,3982019, 6,509 shares were acquired at a weighted average per share price of $125.03.$153.88.
 
(2)Reflects the remaining dollar value of shares that may yetcould be purchased under our Stock Repurchase Plancurrent stock repurchase authorization through the endexpiration or termination of November 30, 2018 as authorized by the Company's Board of Directors in May 2017.plan. For additional information, see Note 89 to the accompanying condensed consolidated financial statements.


n








ITEM 6. EXHIBITS
  (a) Exhibits
       
    10.1 
10.2*
10.3*
31.1*
       
     
       
     
       
    101.INS *101 XBRL Instance DocumentFinancial statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended November 30, 2019, formatted in Inline eXtensible Business Reporting Language ("iXBRL"): (i) Condensed Consolidated Balance Sheet, (ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Stockholders' Equity, (v) Condensed Consolidated Statements of Cash Flows and (vi) Notes to the Condensed Consolidated Financial Statements.
    101.SCH *104 XBRL Taxonomy Extension Schema
101.CAL *XBRL Taxonomy Extension Calculation Linkbase
101.DEF *XBRL Taxonomy Extension Definition Linkbase
101.LAB *XBRL Taxonomy Extension Label Linkbase
101.PRE *XBRL Taxonomy Extension Presentation LinkbaseCover Page, formatted in iXBRL and contained in Exhibit 101.
       
    *     Filed herewith.
     
    **   Furnished herewith.










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





  HELEN OF TROY LIMITED
  (Registrant)
   
Date:January 9, 20192020  /s/ Julien R. Mininberg
  Julien R. Mininberg
  
  Chief Executive Officer,
  Director and Principal Executive Officer
   
Date:January 9, 20192020/s/ Brian L. Grass
  Brian L. Grass
  Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer




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