SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 2, 2003
HELEN OF TROY LIMITED
(Exact name of registrant as specified in its charter)
BERMUDA 001-14669 74-2692550
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
CLARENDON HOUSE
CHURCH STREET
HAMILTON, BERMUDA
(Business address of registrant)
ONE HELEN OF TROY PLAZA
EL PASO, TEXAS 79912
(United States mailing address of registrant)
Registrant's telephone number, including area code: (915) 225-8000
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HELEN OF TROY LIMITED
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL EXHIBITS
(c) EXHIBITS.
The following exhibits are furnished with this report on Form
8-K:
Exhibit No. Description.
----------- ------------
99.1 Press Release, dated October 2, 2003
99.2 Text of conference call held October 2, 2003
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The information in this Form 8-K and the Exhibits attached hereto shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933 or any proxy statement or report or other document we may
file with the SEC, regardless of any general incorporation language in any such
filing, except as shall be expressly set forth by specific reference in such
filing.
On October 2, 2003, Helen of Troy Limited issued a press release announcing its
results for its second fiscal quarter ending August 31, 2003. A copy of this
press release is attached hereto as Exhibit 99.1. Additionally, on October 2,
2003, Helen of Troy Limited held a conference call discussing its results for
the second fiscal quarter ended August 31, 2003. A copy of the text of this
conference call is attached hereto as Exhibit 99.2.
In connection with our press release, attached hereto as Exhibit 99.1, we
disclosed the following information (as excerpted from the press release):
"Excluding the results for Tactica, second quarter
sales increased by 17.1 percent to $105.3 million with
operating income of $18 million or 17.1 percent of
sales, net earnings of $14.7 million or 14 percent of
sales, and diluted earnings per share of $.48 for the
quarter. Excluding Tactica and our new Idelle Labs
division, Helen of Troy sales increased by 5.8 percent
to $95.1 million versus $89.9 million for last year's
second quarter."
This information may be considered non-GAAP Financial Information as
contemplated by SEC Regulation G, Rule 100. Accordingly, we are providing the
following tables which reconcile these measures to their corresponding GAAP
based measures presented under our Comparative Analysis of Earnings, later in
the same press release.
Management believes the presentation of these non-GAAP financial measures, in
connection with the results of the second fiscal quarter ended August 31, 2003,
provides useful information to investors regarding our results of operations as
these non-GAAP financial measures allow investors to better evaluate ongoing
business performance, and factors that influenced performance during the period
under report. Management also uses these non-GAAP measures internally to monitor
performance of the businesses. These non-GAAP financial measures should be
considered in addition to, and not as a substitute for, financial measures
prepared in accordance with GAAP.
RECONCILIATION OF REPORTED NET SALES TO GAAP NET SALES
(in thousands)
Three months ended August 31,
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2003 2002 $ Change % Change
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Consolidated net sales, as
reported (GAAP) $ 115,782 $ 111,058 $ 4,724 4.3%
Less: Tactica net sales 10,447 21,142 (10,695) -50.6%
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Net sales excluding Tactica 105,335 89,916 15,419 17.1%
Less: Idelle Labs net sales 10,188 -- 10,188 0.0%
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Net sales excluding Tactica
and Idelle Labs $ 95,147 $ 89,916 $ 5,231 5.8%
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HELEN OF TROY LIMITED
RECONCILIATION OF REPORTED SELECTED OPERATING MEASURES
PRESENTED WITHOUT TACTICA TO THE SAME MEASURES PRESENTED
ON A CONSOLIDATED BASIS (GAAP)
(in thousands, except earnings per share)
Three months ended August 31, 2003
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Consolidated Tactica Excluding Tactica
(GAAP) Results Results
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Net sales, as reported $ 115,782 $ 10,447 $ 105,335
Operating income, as reported 14,674 (3,303) 17,977
Consolidated Net Income 13,072 (1,612) 14,684
Operating Income as a percentage of net sales 12.7% -31.6% 17.1%
Diluted earnings per share $ 0.42 $ (0.05) $ 0.48
Weighted average number of common shares 30,859 30,859 30,859
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HELEN OF TROY LIMITED
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HELEN OF TROY LIMITED
October 9, 2003 By: /s/ Thomas J. Benson
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Date Thomas J. Benson
Senior Vice President, Finance and
Chief Financial Officer
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