8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  May 10, 2011

HELEN OF TROY LIMITED

(Exact name of registrant as specified in its charter)

Commission File Number:  001-14669

Bermuda	74-2692550
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	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 and zip code)

915-225-8000

(Registrant’s telephone number, including area code)

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

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

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

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

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

Item 2.02    Results of Operation and Financial Condition.

On May 10, 2011, Helen of Troy Limited (the “Company”) issued a press release announcing its results for its fiscal quarter and year ended February 28, 2011.  Additionally, on May 10, 2011, the Company held a conference call discussing its results for the same periods mentioned above.  With this Form 8-K, we are furnishing copies of the press release (attached hereto as Exhibit 99.1) and the text of the conference call (attached hereto as Exhibit 99.2).  The press release and copy of the text of this conference call are also provided on the Investor Relations Page of our website at:  http://www.hotus.com.

The Company desires to avail itself of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (the “Act”) and is including this cautionary statement for the express purpose of availing itself of the protection afforded by the Act. The accompanying press release and conference call transcript contain certain forward-looking statements, which are subject to change. A number of risks or uncertainties could cause actual results to differ materially from historical or anticipated results or from the results or effects contemplated by the forward-looking statements. Generally, the words “anticipates”, “believes”, “expects”, “plans”, “may”, “will”, “should”, “seeks”, “estimates”, “project”, “predict”, “potential”, “continue”, “intends”, and other similar words identify forward-looking statements. The Company cautions readers not to place undue reliance on forward-looking statements. The actual results may differ materially from those described in any forward looking statements. The Company believes that these risks include, but are not limited to, the risks described in Part 1, “Item 1A. Risk Factors” of the Company’s annual report on Form 10-K for the year ended February 28, 2011 and risks otherwise described from time to time in the Company’s SEC reports as filed. Such risks, uncertainties and other important factors include, among others, the departure and recruitment of key personnel; the Company’s ability to deliver products to its customers in a timely manner and according to their fulfillment standards; the subjective nature of projecting product demand, net sales revenue, net income and earnings per share (including the Company’s guidance for Kaz’s net sales revenue and the expectation that the acquisition will be accretive), and how actual results could materially vary from such projections; expectations regarding Kaz and other acquisitions, including the Company’s ability to realize cost saving and other benefits and effectively integrate acquired businesses; the Company’s relationship with key customers and licensors; the costs of complying with the business demands and requirements of large sophisticated customers; the Company’s dependence on foreign sources of supply and foreign manufacturing and associated operational risks including but not limited to long lead times, consistent local labor availability and capacity, and timely availability of sufficient shipping carrier capacity; the impact of changing costs of raw materials and energy on cost of goods sold and certain operating expenses; circumstances that may contribute to future impairment of goodwill, intangible or other long-lived assets; the risks associated with the use of trademarks licensed from third parties; our dependence on the strength of retail economies and vulnerabilities to a prolonged economic downturn; the Company’s ability to develop and introduce innovative new products to meet changing consumer preferences; the potential impact of disruptions in U.S. and international credit markets; foreign exchange rate fluctuation risks; trade barriers, exchange controls and other risks associated with foreign operations expectations;; the Company’s debt leverage and the constraints it may impose on the ability to operate the business; the costs, complexity and challenges of upgrading and managing our global information systems; the inability to liquidate auction rate securities; the risks associated with tax audits and disputes with taxing authorities; the risks of potential changes in laws, including tax laws and the complexities of compliance with such laws; and the Company’s ability to continue to avoid classification as a controlled foreign corporation. The Company intends its forward-looking statements to speak only as of the time of such statements, and does not undertake to update or revise them as more information becomes available. Additional information concerning potential factors that could affect the Company’s financial results and the forward-looking statements is included in the Company’s Form 10-K for the year ended February 28, 2011.

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

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GAAP financial information disclosed by other companies. Accordingly, undue reliance should not be placed on non-GAAP information.

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

Item 9.01    Financial Statements and Exhibits.

(d)Exhibits

Exhibit
Number	Description
99.1	Press Release, dated May 10, 2011
99.2	Text of conference call held May 10, 2011

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Signatures

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

	HELEN OF TROY LIMITED
Date: May 16, 2011	/s/ Thomas J. Benson
	Thomas J. Benson
	Senior Vice-President and Chief Financial Officer

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Index to Exhibits

Exhibit Number	Description
99.1	Press Release, dated May 10, 2011
99.2	Text of conference call held May 10, 2011

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EX-99.1

EXHIBIT 99.1

1 Helen of Troy Plaza

El Paso, TX 79912

915-225-8000

Immediate release

HELEN OF TROY LIMITED REPORTS RECORD

FOURTH QUARTER NET SALES REVENUE AND NET INCOME AND RECORD

NET SALES REVENUE AND NET INCOME FOR FISCAL 2011

EL PASO, Texas, May 10 — Helen of Troy Limited (NASDAQ, NM:  HELE), designer, developer and worldwide marketer of brand-name household and personal care consumer products, today reported record fourth quarter net sales revenue and net income, and record net sales revenue and net income for the fiscal year ended February 28, 2011.

Fourth quarter net sales revenue increased 55.8 percent to $237,066,000 from $152,161,000 in the same period of the prior year. Fourth quarter net sales revenue in the Housewares segment increased 9.1 percent to $54,557,000 compared to $50,028,000 for the same period last year, demonstrating the continued strength of our OXO brands.  Net sales revenue in the Personal Care segment increased 11.0 percent to $113,362,000 in the fourth quarter compared to $102,133,000 for the same period last year.

Fiscal year net sales revenue increased 20 percent to $777,043,000 from $647,626,000 in the prior fiscal year. Net sales revenue in the Housewares segment for the fiscal year increased 9.2 percent to $216,681,000 compared to $198,475,000 for the same period last year. Net sales revenue in the Personal Care segment for the fiscal year increased 9.4 percent to $491,215,000 compared to $449,151,000 for the same period last year, primarily reflecting the acquisition of the Pert Plus® and Sure® business on March 31, 2010.

Helen of Troy completed the acquisition of Kaz, Inc., (Kaz) on December 31, 2010 creating the Company’s new Healthcare/Home Environment segment.  Kaz is a world leader in providing a broad range of consumer products in the healthcare and home environment product categories.  Significant products include humidifiers, de-humidifiers, vaporizers, thermometers, air purifiers, fans, portable heaters, heating pads and electronic mosquito traps. Kaz brands include Vicks®, Braun®, Honeywell®, SoftHeat®, Duracraft®, and Stinger®. Net sales revenue for this new segment for the quarter and fiscal year ending February 28, 2011 for the two month period was $69,147,000.

Net income for the fourth quarter was $24,382,000 or $0.77 per fully diluted share, compared to $16,664,000 or $0.54 per fully diluted share in the prior year fourth quarter, an increase in net income of 46.3 percent.

Net income for the fiscal year was $93,305,000 or $2.98 per fully diluted share, compared to $71,817,000 or $2.32 per fully diluted share in the prior fiscal year, an increase in net income of 29.9 percent.

Fourth quarter gross profit as a percentage of net sales revenue was 43.8 percent compared to 44.8 percent in the same period last year, primarily reflecting lower margins in the new Healthcare/Home Environment segment. Gross profit as a percentage of net sales revenue for the fiscal year increased to 44.9 percent compared to 43.1 percent in the same period last year. The primary components of this improvement were the impact of commodity price decreases in fiscal 2010 that continue to cycle through cost of goods sold and a change in sales mix, as the grooming, skin care and hair care solutions category with comparatively higher margins comprised a more significant portion of the Company’s overall net sales revenue, as a result of the Pert Plus® and Sure® acquisition.

Selling, general and administrative expense (SG&A) for the fourth quarter of fiscal 2011 was $72,321,000, or 30.5 percent of net sales revenue, compared to $47,657,000, or 31.3 percent of net sales revenue for the same period last year. For fiscal 2011, SG&A increased to 30.3 percent of net sales revenue compared to 29.2 percent in fiscal 2010. The increase in fiscal year SG&A is primarily due to higher advertising expense in support of new product introductions in the Personal Care segment, higher intangible asset amortization as a result of recent acquisitions, and acquisition-related expenses associated with Kaz.

Gerald J. Rubin, Chairman, Chief Executive Officer and President, commenting on the Company’s results stated, “We are very pleased with our record fourth quarter and record fiscal year results. We continue to make progress in achieving our strategic business objectives initiated during the past year. During the fourth quarter, we utilized $77,498,000 of our available cash and $194,000,000 of financing for the acquisition of the Kaz business, giving us entry into exciting new product categories, under the well known and recognized Vicks®, Braun®, and Honeywell® brand names.

“Our on-going efforts to improve our gross profit margin and gain operating efficiencies are reflected in our results for the full year. We plan to continue to implement the following specific initiatives for fiscal 2012 with the goal of achieving net sales revenue and net income growth:

·Continued growth and expansion of OXO® product lines;

·Continued investment in new product line development and introductions to gain market share;

·Integration and development of our new Kaz business;

·Continued sourcing and product cost management initiatives to offset expected commodity and in-bound transportation cost increases; and

·Continued implementation of productivity initiatives to reduce operating expenses.

“At February 28, 2011, the Company’s balance sheet included stockholders’ equity of $685,549,000 and cash of $27,193,000. The domestic retail environment has recently shown improvement, and we are confident that

we will continue to be an innovative market leader in serving our retail partners and consumers in the years to come,” Rubin concluded.

The Company will conduct a teleconference in conjunction with today’s earnings release.  The teleconference begins at 11 a.m. ET today, Tuesday, May 10, 2011.  Members of the news media, investors and the general public are invited to access a live broadcast of the conference call via the Investor Relations page of the Company’s website at www.hotus.com.  The event will be archived and available for replay through June 30, 2011.

About Helen of Troy Limited: Helen of Troy Limited is a leading global consumer products company offering creative solutions for its customers through a strong portfolio of well-recognized and widely-trusted brands, including: Housewares: OXO®, OXO Good Grips®, OXO Soft Works® and OXO Steel®; Personal  Care: Revlon®, Vidal Sassoon®, Dr. Scholl’s®, Scholl®, Pro Beauty Tools®, Sure®, Pert Plus®, Infusium23®,  Brut®, Ogilvie®, Ammens®, Hot Tools®, and Gold ’N Hot®; and Healthcare/Home Environment: Vicks®, Braun®, Honeywell®, Stinger®, Duracraft®, Protec®, and SoftHeat®. For more information, please visit www.hotus.com.

The Company reports and discusses its operating results using financial measures consistent with accounting principles generally accepted in the United States of America (“U.S. GAAP”). To supplement its presentation, the Company discloses certain financial measures that may be considered non-GAAP financial measures, such as EBITDA and EBITDA without share-based compensation and asset impairment charges, which are presented in an accompanying table to this press release along with a reconciliation of these financial measures to their corresponding U.S. GAAP based measures presented in the Company’s consolidated condensed statements of income.

This press release may contain forward-looking statements, which are subject to change. The forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Any or all of the forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Many of these factors will be important in determining the Company’s actual future results. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially from those expressed or implied in any forward-looking statements. The forward-looking statements are qualified in their entirety by a number of risks that could cause actual results to differ materially from historical or anticipated results. Generally, the words “anticipates”, “estimates”, “believes”, “expects”, “plans”, “may”, “will”, “should”, “seeks”, “project”, “predict”, “potential”, “continue”, “intends” and other similar words identify forward-looking statements. The Company cautions readers not to place undue reliance on forward-looking statements. The Company intends its forward-looking statements to speak only as of the time of such statements, and does not undertake to update or revise them as more information becomes available. The forward-looking statements contained in this press release should be read in conjunction with, and are subject to and qualified by, the risks described in the Company’s Form 10-K for the year ended February 28, 2011 and in our other filings with the SEC. Investors are urged to refer to the risk factors referred to above for a description of these risks. Such risks include, among others, the departure and recruitment of key personnel, the Company’s ability to deliver products to our customers in a timely manner, the Company’s projections of product demand, sales and net income are highly subjective and our future net sales revenue and net income could vary in a material amount from such projections, the Company’s relationship with key customers and licensors, the costs of complying with the business demands and requirements of large sophisticated customers, the Company’s dependence on foreign sources of supply and foreign manufacturing, the impact of changing costs of raw materials and energy on cost of goods sold and certain operating expenses, expectations regarding acquisitions and the integration of acquired businesses,  circumstances that may contribute to future impairment of goodwill, intangible or other long-lived assets, the risks associated with the use of trademarks licensed from third parties, our dependence on the strength of retail economies and vulnerabilities to an economic downturn, the Company’s ability to develop and introduce innovative new products to meet changing consumer preferences, disruptions in U.S. and international credit markets, exchange rate risks, the Company’s leverage and the constraints it may impose, the inability to liquidate auction rate securities, the risks associated with tax audits and related disputes with taxing authorities, potential changes in laws, including tax laws, and the Company’s ability to continue to avoid classification as a controlled foreign corporation.

HELEN OF TROY LIMITED AND SUBSIDIARIES

Consolidated Condensed Statements of Income

(unaudited)

(in thousands, except per share data)

	For the Three Months Ended										For the Twelve Months
	2/28/2011					2/28/2010					2/28/2011					2/28/2010
Sales revenue, net	$	237,066		100.0	%	$	152,161		100.0	%	$	777,043		100.0	%	$	647,626		100.0	%
Cost of goods sold	133,268			56.2	%	83,930			55.2	%	427,797			55.1	%	368,470			56.9	%
Gross profit	103,798			43.8	%	68,231			44.8	%	349,246			44.9	%	279,156			43.1	%
Selling, general and administrative expense	72,321			30.5	%	47,657			31.3	%	235,341			30.3	%	188,887			29.2	%
Operating income before impairments	31,477			13.3	%	20,574			13.5	%	113,905			14.7	%	90,269			13.9	%
Asset impairment charges	1,660			0.7	%	—			0.0	%	2,161			0.3	%	900			0.1	%
Operating income	29,817			12.6	%	20,574			13.5	%	111,744			14.4	%	89,369			13.8	%
Other income (expense):
Nonoperating income, net	87			0.0	%	119			0.1	%	577			0.1	%	1,046			0.2	%
Interest expense	(3,316		)	-1.4	%	(2,118		)	-1.4	%	(9,693		)	-1.2	%	(10,310		)	-1.6	%
Total other income (expense)	(3,229		)	-1.4	%	(1,999		)	-1.3	%	(9,116		)	-1.2	%	(9,264		)	-1.4	%
Income before income taxes	26,588			11.2	%	18,575			12.2	%	102,628			13.2	%	80,105			12.4	%
Income tax expense	2,206			0.9	%	1,911			1.3	%	9,323			1.2	%	8,288			1.3	%
Net income	$	24,382		10.3	%	$	16,664		11.0	%	$	93,305		12.0	%	$	71,817		11.1	%
Diluted earnings per share	$	0.77				$	0.54				$	2.98				$	2.32
Weighted average shares of common stock used in computing diluted earnings per share	31,542					31,143					31,355					30,921

HELEN OF TROY LIMITED AND SUBSIDIARIES

Selected Consolidated Balance Sheet Information

(unaudited)

(in thousands)

	2/28/2011		2/28/2010
Cash and cash equivalents	$	27,193	$	110,208
Receivables	188,404		109,722
Inventory	217,230		124,021
Total assets, current	460,451		359,354
Long-term investments	20,711		20,534
Total assets	1,240,524		834,733
Total liabilities, current	338,941		105,294
Total long-term liabilities	216,034		145,667
Stockholders’ equity	685,549		583,772

SELECTED OTHER DATA (in thousands)

Reconciliation of Non-GAAP Financial Measure - EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) and EBITDA without share-based compensation and asset impairment charges to Net Income

	For the Three Months Ended				For the Twelve Months Ended
	2/28/2011		2/28/2010		2/28/2011		2/28/2010
Net income	$	24,382	$	16,664	$	93,305	$	71,817
Interest expense, net	3,186		1,978		9,161		9,744
Income tax expense	2,206		1,911		9,323		8,288
Depreciation and amortization	6,087		3,825		18,502		15,261
EBITDA (Earnings before interest, taxes, depreciation and amortization)	$	35,861	$	24,378	$	130,291	$	105,110
EBITDA without share-based compensation and asset impairment charges
EBITDA, as calculated above	$	35,861	$	24,378	$	130,291	$	105,110
Add: Asset impairment charges	1,660		—		2,161		900
Share-based compensation	470		480		2,017		1,744
EBITDA without share-based compensation and asset impairment charges	$	37,991	$	24,858	$	134,469	$	107,754

The above table of SELECTED OTHER DATA and the accompanying press release include non-GAAP measures. Non-GAAP EBITDA and EBITDA without share-based compensation and asset impairment charges that are discussed in the accompanying press release or in the preceding table may be considered non-GAAP financial information as contemplated by SEC Regulation G, Rule 100. Accordingly, we are providing the preceding table that reconciles these measures to their corresponding GAAP based measures presented in our Consolidated Condensed Statements of Income in the accompanying press release. The Company believes that these non-GAAP measures provide useful information to management and investors regarding financial and business trends relating to its financial condition and results of operations.  The Company believes that these non-GAAP measures, in combination with the Company’s financial results calculated in accordance with GAAP, provides investors with additional perspective. The Company further believes that the items excluded from certain non-GAAP measures do not accurately reflect the underlying performance of its continuing operations for the period in which they are incurred, even though some of these excluded items may be incurred and reflected in the Company’s GAAP financial results in the foreseeable 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 the Company’s activities.  These non-GAAP measures are not prepared in accordance with GAAP, are not an alternative to GAAP financial information, and may be calculated differently than non-GAAP financial information disclosed by other companies.  Accordingly, undue reliance should not be placed on non-GAAP information.

####

2011

EX-99.2

EXHIBIT 99.2

HELEN OF TROY, LTD

Moderator: Robert Spear

05-10-11/10:00 am CT

Confirmation # 8172329

HELEN OF TROY, LTD

Moderator: Robert Spear

May 10, 2011

10:00 am CT

Operator:  Good morning ladies and gentlemen and welcome to today’s Helen of Troy fourth quarter and year end conference call for fiscal 2011. Today’s conference is being recorded. At this time, all participants are in a listen-only mode. A question and answer session will follow today’s presentation.

Our speakers for this morning’s conference are Gerald Rubin, Chairman, Chief Executive Officer and President; Thomas Benson, Senior Vice President and Chief Financial Officer; and Robert Spear, Senior Vice President and Chief Information Officer. I will now turn the conference over to Mr. Spear. Please go ahead, sir.

Robert Spear:  Good morning, everyone and welcome to Helen of Troy’s fourth quarter and year end conference call for fiscal year 2011.

The agenda for this morning’s conference call is as follows: we’ll have a brief forward-looking statement review followed by Mr. Rubin who will discuss our fourth quarter and year end earnings release and related results of operation for Helen of Troy, followed by a financial review of our income statement and balance sheet for the quarter by Tom Benson, our Chief Financial Officer, and finally we’ll open it up for question and answers for those of you with any further questions.

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Safe Harbor Statement: this conference call may contain certain forward-looking statements that are based on management’s current expectations with respect to future events or financial performance. A number of risks or uncertainties that could cause actual results to differ materially from historical or anticipated results.

Generally, the words “anticipates”, “believes”, “expects”, and other similar words identify forward-looking statements. Forward-looking statements are subject to risks that could cause such statements to differ materially from actual.

This conference call may also include information that may be considered non-GAAP financial information. These non-GAAP measures are not an alternative to GAAP financial information and may be calculated differently than non-GAAP financial information disclosed by other companies. The company cautions listeners to not place undue reliance on the forward-looking statements or non-GAAP information.

Before I turn the conference call over to our Chairman, Mr. Rubin, I would like to inform all interested parties that a copy of today’s earnings release has been posted to our website at www.hotus.com.

The earnings release contains tables that reconcile non-GAAP financial measures to their corresponding GAAP-based measures. The release can be accessed by selecting the Investor Relations tab on our homepage and then the news tab.

I will now turn the conference over to Mr. Gerald Rubin, Chairman, CEO, and President of Helen of Troy.

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Gerald Rubin:  Thank you, Bob and good morning to everybody. Helen of Troy Limited today reported record fourth quarter net sales revenue and net income and record net sales revenue and net income for the fiscal year ending February 28, 2011.

Fourth quarter net sales revenue increased 55.8% to $237 million from $152 million in the same period of the prior year. Fourth quarter net sales revenue in the Housewares segment increased 9.1% to $54,557,000 compared to $50 million for the same period last year demonstrating the continued strength of our OXO brands.

Net sales revenue in the Personal Care segment increased 11% to $113,362,000 in the fourth quarter compared to $102,133,000 for the same period last year. Fiscal year net sales revenue increased 20% to $777 million from $647,626,000 in the prior fiscal year.

Net sales revenue in the Housewares segment for the fiscal year increased 9.2% to $216,681,000 compared to $198,475,000 for the same period last year. Net sales revenue in the Personal Care segment for the fiscal year increased 9.4% to $491,215,000 compared to $449,151,000 for the same period last year primarily reflecting the acquisition of the Pert Plus and Sure business on March 31, 2010.

Net income for the fourth quarter was $24,382,000 or 77 cents per fully diluted share compared to $16,664,000 or 54 cents per fully diluted share in the prior year fourth quarter an increase in net income of 46.3%.

Net income for the fiscal year was $93,305,000 million or $2.98 per fully diluted share compared to $71,817,000 or $2.32 per fully diluted share in the prior fiscal year, an increase in net income of 29.9%.

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We are very pleased with our record fourth quarter and record fiscal year results. We continue to make progress in achieving our strategic business objectives initiated during the past year. During the fourth quarter, we completed the acquisition of the Kaz business giving us entry into exciting new product categories under the well-known and recognized Vicks, Braun, and Honeywell brand names.

Our ongoing efforts to improve our gross profit margin and gain operating efficiencies are reflected in our results for the full year.

We plan to continue to implement the following specific initiatives for fiscal 2012 with the goal of achieving net sales revenue and net income growth: continued growth and expansion of the OXO product lines; continued investment in new product line development and introductions to gain market share; integration and development of our new Kaz business; continued sourcing and product cost management initiative to offset expected commodity and inbound transportation cost increases; and, continued implementation of productivity initiatives to reduce operating expenses.

We are confident that we will continue to be an innovative market leader in serving our retail partners and consumers in the years to come.

I now would like to turn this conference call over to Tom Benson, our CFO, for the financial review.

Tom Benson:  Thank you, Jerry, and good morning, everyone. On December 31, 2010, we completed the acquisition of Kaz Inc., a provider of a broad range of consumer products in the Healthcare and Home Environment product categories.

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Significant products include humidifiers, de-humidifiers, vaporizers, thermometers, air purifiers, fans, portable heaters, heating pads and electronic mosquito traps. Kaz’s brands include Vicks, Braun, Honeywell, Kaz, Smart-Temp, SoftHeat, Duracraft, Dunlap, Stinger and NOsquito.

The Kaz business is a new segment to our business and is referred to as our Healthcare and Home Environment segment. Two months of operations for the Healthcare and Home Environment segment are included in the financial results for the quarter ended February 28, 2011.

In the fourth quarter, we experienced a year-over-year net sales revenue increase of $84.9 million or 55.8%. Gross profit margin declined by one percentage point year-over-year due to the impact of the Kaz acquisition.

Fourth quarter selling, general and administrative expense as a percentage of net sales revenue decreased by 0.8 percentage points compared to the same period last year.

Fourth quarter net income was $24,400,000 or 77 cents per fully diluted share compared to $16.7 million or 54 cents per fully diluted share for the same period last year. This represents an increase in net income and earnings per fully diluted share of 46.3% and 42.6% respectively.

Net sales revenue for the fourth quarter of fiscal 2011 was $237.1 million compared to $152.2 million in the prior year fourth quarter. This is a dollar increase of $84.9 million and a percentage increase of 55.8%.

The increase in net sales revenue reflects two months of sales from the Kaz acquisition, three months of incremental sales from the Pert and Sure acquisition completed on March 31, 2010 and continued organic growth in our Housewares segment despite the still difficult retail sales environment.

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Operating income before impairments for the fourth quarter fiscal 2011 was $31.5 million which is 13.3% of net sales, compared to $20.6 million which is 13.5% of the net sales in the prior year quarter.

This represent a dollar increase of $10.9 million and a percentage increase of 53%. The increase in operating income before impairment primarily reflects the impact of sales growth, improvement in the gross profit margin of the Personal Care segment year-over-year, and lower overall SG&A expenses as a percentage of sales.

Net income for the fourth quarter of fiscal 2011 was $24.4 million, which is 10.3% of net sales, compared to $16.7 million, which is 11% of net sales in the prior year fourth quarter. This is a dollar increase of $7.7 million and a percentage increase of 46.3%.

Diluted earning per share for the fourth quarter of fiscal 2011 was 77 cents compared to 54 cents in the prior year fourth quarter. This is a 23 cent increase and it’s a percentage increase of 42.6%. The increase in the fourth quarter earnings per share is primarily due to sales growth, lower SG&A as a percentage of sales, and a lower effective tax rate.

Now I’ll provide a more detailed review of various components of our financial performance.

Products in our Personal Care segment include hair dryers, straightening irons, curling irons, thermal brushes, massagers, spa products, foot baths, hair brushes and accessories, liquid hair care and styling product, men’s fragrances, men and women’s antiperspirants and deodorants, foot powder, body powder and skin care products. Key brands in this segment include Revlon, Vidal Sassoon, Hot Tools, Dr. Scholl’s, Pro Beauty Tools, Brut, Ammens, Infusium 23, Pert Plus and Sure.

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Personal Care net sales for the fourth quarter of fiscal 2011 was $113.4 million, compared to $102.1 million in the prior year fourth quarter. This is a dollar increase of $11.3 million and a percentage increase of 11.1%. The growth in Personal Care net sales revenue reflects incremental sales from the Pert and Sure acquisition partially offset by a still difficult retail sales environment.

Our Housewares segment consists of the OXO business. OXO is a leader in providing innovative consumer product tools in a variety of areas including kitchen, cleaning, storage and organization. Brands that we sell include OXO Good Grips, OXO Steel, OXO Soft Works, OXO Touchables and OXO Tot.

Housewares net sales revenue for the fourth quarter of fiscal 2011 was $54.6 million compared to $50 million in the prior year fourth quarter. This is a dollar increase of $4.5 million or 9%. Sales growth was driven primarily by new product introductions.

Our Healthcare/Home Environment segment is new this quarter and consists of the Kaz business. Kaz is world leader in providing a broad range of consumer products in two primary product categories consisting of Healthcare and Home Environment. Kaz markets a number of well-recognized brands including Vicks, Braun, Honeywell, Kaz, Smart-Temp, SoftHeat, Duracraft, Protec, Stinger, and NOsquito.

Healthcare/Home Environment net sales revenue for the two months since acquisition was $69.2 million.

Consolidated gross profit for the fourth quarter was $103.8 million, which is 43.8% of net sales, compared to $68.2 million or 44.8% of net sales in the prior year fourth quarter. This is a dollar increase in gross profit of $35.6 million and a percentage increase in dollar terms of 52.1%.

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Gross profit margin as a percentage to sales decreased one percentage point. Decline in gross profit margin is primarily due to the acquisition of Kaz, which operates with a lower gross profit margin than our other businesses.

Kaz’s dilutive impact in gross profit margin was partially offset by the impact of commodity cost decreases in fiscal ‘10 that continue to cycle through our cost of goods sold and a change in sales mix as grooming, skin and hair care solutions, with comparatively higher margins, has become a more significant portion of the company’s overall net sales revenue.

Selling, general and administrative expense for the fourth quarter of fiscal 2011 was $72.3 million, which is 30.5% of net sales, compared to $47.7 million, which is 31.3% of net sales in the prior year fourth quarter.

This a dollar increase of $24.7 million and it’s a percentage increase in SG&A of 51.8% in dollar terms. As a percentage of sales, it is 0.8 percentage point decrease year-over-year. The improvement in SG&A is due to operating leverage gained on higher net sales revenue year-over-year.

Interest expense for the fourth quarter was $3.3 million or 1.4% of net sales revenue compared to $2.1 million or 1.4% of net sales revenue in the same quarter last year. The increase in interest expense is due to additional debt outstanding associated with the Kaz acquisition.

Income tax expense for the fourth quarter fiscal 2011 was $2.2 million, compared to $1.9 million in the fourth quarter of fiscal 2010. Fourth quarter income tax expense was 8.3% of pre-tax earnings, compared to 10.3% effective tax rate in the same quarter last year. The decrease in the effective tax rate year-over-year results primarily to the reversal of the reserve for an uncertain tax position for which the statutes of limitations have now expired.

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I will now discuss our financial position. Our cash and cash equivalents balance was $27.2 million at February 28, 2011, compared to $110.2 million at February 28, 2010, and we had $71 million of borrowings on our $150 million revolving line of credit.

Our long-term investment balance was $20.7 million at February 28, 2011, compared to $20.5 million at February 28, 2010. Accounts receivable were $188.4 million at February 28, 2011, compared to $109.7 million at February 28, 2010. The increase in receivables is primarily due to the Kaz acquisition.

Receivables turnover improved to 64.7 days at February 28, 2011 from 65.3 days at February 28, 2010. Inventory at February 28, 2011 was $217.2 million compared to $124 million at February 28, 2010. The increase in inventory relates primarily to the Kaz acquisition and also the increase in our business as a result of the Pert and Sure acquisition.

Inventory turnover improved to 2.7 times at February 28, 2011 compared to 2.5 times at February 28, 2010. Stockholders’ equity increased $101.8 million to $685.5 million at February 28, 2011, compared to $583.8 million at February 28, 2010.

We are progressing with the integration of Kaz with the expectation of realizing estimated synergies in excess of $10 million to be achieved in the second full year of operations as previously disclosed on December 9, 2010.

I will now open it up for questions.

Operator:  Ladies and gentlemen, the question and answer session will now begin. If you’re using a speakerphone today, please pick up the handset before pressing any numbers. If you would like to ask a question, please press star 1 on your telephone keypad at this time. Should you wish to

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withdraw your question please press star 2. Your question will be addressed in the order in which it is received.

We’ll take our first question from Ann Gilpin with Jeffries.

Ann Gilpin:  Yes thank you. A question specifically on the Kaz margin profile. I know you talked a little bit about your synergy expectations but are the margins - have those kind of tracked better than you expected, and have you noted any early synergy opportunities there?

Tom Benson:  The margins are in line with our expectations on Kaz. We are working on the synergies on our sourcing side and basically we have two different offices in China. And over time, we’ll work on suppliers or alternative suppliers for the Kaz business. That’s a longer lead time than combining our operations in China.

Ann Gilpin:  Great. And a question on OXO Tot. Can you at all quantify its contribution in the quarter and if not, maybe could you qualitatively talk about whether its distribution is meeting your expectation and if there are maybe any manufacturing constraints that have been limiting at all?

Tom Benson:  The OXO Tot line continues to grow and it continues to achieve new placement. We had good sales in the fourth quarter. We do have additional products that are going to be coming out under that line for this year. So, it’s a growing line but it’s a pretty small line and has small distribution still. So...

Ann Gilpin:  Okay.

Tom Benson:  ...we’re very proud of it and it’s been very successful but it’s not the real large seller.

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Ann Gilpin:  Okay, great, thank you. And then, if I could just switch real quickly to talk a little bit about input cost inflation. You know, we’ve been seeing that affecting a lot of other companies in this space. Could you talk about maybe what your expectations are for that heading into next year? In light of that, how tenable an option is price increases given some of the softness at retail you’ve commented on?

Gerald Rubin:  Well, you know, as we’ve talked about for years, increased costs are with us and they’ll probably continue to be with us forever. We try to increase our prices to the retailers where we can; otherwise we increase the price on the new products that we come out with.

And it’s something that we constantly watch because, as you know, petroleum is going up, the yuan, the RMB exchange rate is changing, other commodity prices are changing also. So it’s something that we live with and we work with it every day.

You know, our gross profit, you know, we did very, very well this past year increasing to 44.9% from 43%, even with the lower margins that we get from the Kaz operations. So, it’s something that we’re aware of and we work on every day.

Ann Gilpin:  Got it. And if I could just finish up with the couple of housekeeping questions? First, what was the impairment charge related to in the quarter? And then secondly, in December, I think you gave an EPS range for F 2012 as $3.40 to $3.50, does that still hold?

Tom Benson:  On the impairment charge, there was a line of products in our Houseware area that we decided to no longer support, so we wrote off some patents associated with that and wrote down some inventory.

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In our Personal Care area we did testing on one of our trademarks and we have a small impairment on that. At this time, on our earnings that - expectations that we put out in December we are not doing any update to them, so we still have the same earnings expectations.

Ann Gilpin:  Great. Thank you.

Operator:  We’ll go next to Jason Gere with RBC Capital Markets.

Joe Spack:  Hi, good morning. This is actually Joe Spack in for Jason.

Gerald Rubin:  Good morning. Can you speak up a little bit better?

Joe Spack:  Sure, can you hear me now?

Gerald Rubin:  Yes, now we can hear you, yes.

Joe Spack:  Just a couple of questions. First, on the quarter, you know, I think, there was a little surprise by the good SG&A leverage and, I mean, I appreciate the power in the model. But I would have expected that there - and I think you alluded to this — there would have been some, you know, deal and transaction transition costs associated with Kaz in the quarter. So, I was wondering if those did come through and if, you know, other spending was held back or if you cut back on advertising to sort of help offset that higher cost pressure.

Tom Benson:  Jason, this is Tom Benson. We did have some transaction costs in the quarter. We also had some transaction costs in the third quarter because we started working on the Kaz acquisition in the third quarter. We did not really cut back on any costs.

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We had some costs associated to implement some of our synergies that happened in the fourth quarter. There were some of those costs that were also incurred on the Kaz’s books before the closing. There were some changes that were made prior to our closing that went on to Kaz’s books instead of on the Helen of Troy books.

Joe Spack:  Okay, great. And then just on the guidance and I appreciate that you - you’re sort of holding to the $3.40 to $3.50 — but you also said that, you know, Kaz is sort of delivering in line with what you thought and that was originally, you know, 30-40 cents of accretion and given that you did $3 this year, I mean, are there other pressures in sort of the rest of the legacy business maybe from some, you know, obviously there is higher inputs I know you guys are trying to manage them, but is it a little worse than expected so may be the core gross margins are a little lower that are offsetting that or how should we think about those factors?

Gerald Rubin:  Joe, this is Jerry. I mean, you’re right, we do have expectations and certainly working earnings to the bottom line from Kaz. But, you know, we do have all these price pressures; it’s something as I mentioned before on the previous call that we work on all the time.

And so, you know, we set our expectations at $3.40 or $3.50 and, you know, hopefully, you know, we will work towards - we’re beating those there. There, you know, there is all the headwinds that you have in business today of retailers and suppliers — well, the retailers and their sales and suppliers and their costs. So, you know, hopefully we’ll be able to beat the expectations.

Joe Spack:  Okay. Just a couple of housekeeping if I could. The Pert and Sure, was that still around that $17 million run rate for the quarter?

Tom Benson:  This is Tom Benson. It was $15.7 million for the quarter.

Joe Spack:  And was there an FX impact or a benefit for the company this quarter?

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Tom Benson:  The FX reduced sales by $541,000.

Joe Spack:  Okay. And then last one, if I may. I think you previously stated that the tax rate next year should be moving higher, because I think you said Kaz had something like a 20% rate. Is that still accurate and then we should see a lower tax rate sort of in the back this year as, you know, more one time...

(Crosstalk)

Tom Benson:  Yes, our expectations are tax rates can go up a little bit with Kaz. We are working on integrating Kaz and OXO from a tax standpoint, but lot of those things take, you know, a fiscal year or so to get in place.

Joe Spack:  Okay great. Thank you.

Gerald Rubin:  You’re welcome.

Operator:  We’ll go next to Lee Giordano with Imperial Capital.

Lee Giordano:  Thanks, good morning. You mentioned in the release that the domestic retail environment has recently shown improvement. I was wondering if you could talk little bit about that and provide some color on what you are seeing out there as far as the consumer?

Gerald Rubin:  As far as retail sales, I mean, you know, you all certainly know more about than I do. You can read all the reports from the retail stores. Many are doing well, many are not. You know, I kind of think that the economy is growing but very, very small; I’m sure it’s growing something like 2% or less.

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So, that’s something that we deal with but we plan on getting our increased revenue and profit from all the new products that we’re coming out with in all the divisions. So, we’re certainly hopeful that we’ll do better than the retailer’s average revenues are.

Lee Giordano:  Okay. And then separately on Kaz, can you talk about the seasonality of that business? How should we think about sales going forward on a quarterly basis this year?

Gerald Rubin:  The Kaz seasonality reflects the Helen of Troy’s seasonality so, there’s not a big difference. Kaz does have different product lines for the different seasons, you know, the fans and the mosquito traps and stuff and then they go to the heaters and things. So they don’t get the same gross profit margin on all their different lines of products. So actually, the summertime is a tougher gross profit margin period of time for the Kaz business.

Lee Giordano:  Great, thank you.

Operator:  Our next question comes from Jeff Matthews with Ram Partners.

Jeff Matthews:  Hi, thanks very much. I just wondered on Kaz, when I go into a Walgreens for example, it seems that they tend to be using Braun and Vicks in some categories as an umbrella for their private label. A, I wonder if that’s accurate, and B, what do you do about that, if anything?

Gerald Rubin:  Yes, you know, that’s just the way it is. We have brand names and retailers do stock our brand names; not everybody has their private label. Walgreens and I guess CVS are both known for having a lot of private label brands. That’s the way they run the business and, you know, it’s been in this way for years and nothing will change.

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But other retailers - if you go to the major retailers, they only want to stock brand names, but drug store chain is a little different. They are ones that that have not in just this category, you know, but whether you buy liquid shampoo, creams or what not, you will find that there is a copy that they reproduces to sell it at lower prices than the brand names.

Jeff Matthews:  Sure, okay. And then if I could just follow up on that and ask what in the course of the last few months of running Kaz have you found that surprised you either plus or minus, or you didn’t expect?

Gerald Rubin:  You know, truly there hasn’t been any surprise. I think there’s more opportunities on sourcing and the synergies that we are working on all the time. We think there is a lot of good things that will happen. We always thought there were; now we think that they’re definitely there. We’re working together, Helen of Troy and Kaz, for the benefit of Helen of Troy, so no unusual surprises.

Jeff Matthews:  Great, thanks.

Operator:  Once again ladies and gentlemen star 1 at this time. We’ll go next to Steve Friedman with Wells Fargo Advisors.

Steve Friedman:  Good morning Jerry and Tom and Bob. Congratulations on a great quarter.

(Crosstalk)

Steve Friedman:  Could you tell me - you are projecting for 2012 $3.40-$3.50 and do you have in that model or in that a blended gross margin for the acquisition including Kaz?

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Tom Benson:  Steve, this is Tom Benson. When we recorded Kaz, as we announced at that time, Kaz has lower gross profits on their business than the - I’ll call it the legacy Helen of Troy gross profits. So, we expect that the combined gross profit margins are going to decrease next year. I mean, we’re not giving out any specific number, but there will be a decrease when we have a full year of the Kaz business blended in.

Steve Friedman:  All right but with the modeling you’re using, again, we are using historic PE multiples in your growth, Jerry, we should be looking at something north of 50 on a stock price.

Gerald Rubin:  We’re looking forward to that.

Tom Benson:  And I know the shareholders are.

Steve Friedman:  Okay, thank you very much.

Tom Benson:  Thanks.

Operator:  Once again ladies and gentlemen star 1 if you have a question today. And with no further questions in the queue I’d like to turn the conference back to Mr. Rubin for any - to conclude. And we do have an additional question in the queue if you’d like to take it?

Gerald Rubin:  Yes please.

Operator:  We’ll go to Jason Gere for a follow up.

Joe Spack:  Hi, this is Joe again. Thanks for taking the follow up. I just was wondering, if you could just give a little but more color on the trends within Personal Care? I mean, I know that that business

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is still weak and, you know, retail is challenged there, but can you give us a little color on the breakout maybe between appliances and the lotions business, if you will?

Tom Benson:  Sure. This is Tom Benson. Our Personal Care core business for the fourth quarter had a decline of 4.4%. Our overall core business between Housewares and Personal Care was flat for the quarter.

Both the appliance side and the liquids and lotions are working very hard on new products and significant advertisements around liquids and lotions. So, our goal is to reduce and change the trends so we have core growth in those areas and things have been then improving.

Our domestic core growth in the fourth quarter actually grew; it’s the international that is still very challenging for us. The international, basically Latin America and Europe, and especially in Europe, the economies are very tough there and the consumer is not really back buying like they were. So, we see positive trends going on the Personal Care core and we hope to have very good news as the year goes on.

Joe Spack:  And then moving to OXO, I think you previously said mid-to-high single-digit growth. Is that still where you are comfortable with there?

Tom Benson:  Yes we’re still comfortable with that.

Joe Spack:  Okay. And then just one last one, I mean, I know advertising - I think you said it was moving up obviously this year with the inclusion of Pert and Sure, but when we think about the integration of Kaz, does that have below corporate average advertising or is it in line-ish?

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Tom Benson:  Kaz don’t have the lower corporate advertising. They do a lot of their - they do certain advertising with the customers. They do not do a lot of general trade and media advertising. Our business where we do the most significant portion of that is our liquids and lotion business.

We have much smaller percentages in our appliance area, in our Kaz area. With our licensed products, we do get the benefit of advertising - brand advertising and that some of the advertising really comes through our royalty expense that we pay.

Joe Spack:  Okay so, it’s fair to say that there could be a little bit of - on a percent of sales basis, a benefit from getting Kaz into the mix?

Tom Benson:  On SG&A there could be a little benefit, yes.

Joe Spack:  Okay. Thanks a lot.

Tom Benson:  Okay.

Gerald Rubin:  Thanks.

Operator:  We do have another follow up question. We’ll go to Jeff Matthews.

Jeff Matthews:  Hi, thanks. I just wondered if you could talk about the cost increases coming out of China and whether those are affecting any of your future plans in terms of sourcing or likely to affect them in the next few years.

Gerald Rubin:  You know, the major purchasing that we do is in Asia; primarily in China. And although we’ve looked at other countries to make our products, it’s just not feasible. For certain

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commodities, yes, you can make in Brazil or Latin America or in India, but for our electrical products, you know, we need to make them in China.

But, on the other hand, so do our competitors; we’re not in a disadvantage. Prices go up, they go up for everybody. And prices just as you see in United States with gasoline or food, retailers do raise the prices and there is a trend in the United States for higher prices because of the costs of goods going up. So, again, I said it before, it’s just something we live with everyday, it’s been going on for years. You know, costs worldwide will go up. It’s just something that we have to live with.

Jeff Matthews:  Great, thanks.

Gerald Rubin:  Okay, thank you.

Operator:  And with no further questions in the queue, I’d like to turn the conference back to Mr. Rubin for any additional remarks.

Gerald Rubin:  Thank you to everyone for participating in today’s conference call for our fourth quarter and year end results. As you all know, we did have - this was our best year in our history. And we hopefully look forward to more increases in the coming year. We’ll have our next conference call after our first quarter earnings come out. Thank you again.

Operator:  Ladies and gentlemen, that does conclude today’s conference. And if you would like to access the replay for today’s call you may do so by dialing 888-203-1112 with a replay passcode of 8172329. This concludes today’s conference. Thank you all for your participating.

END

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