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): October 25, 2005
HELEN
OF TROY LIMITED
(Exact
name of registrant as specified in its charter)
BERMUDA
|
001-14669
|
74-2692550
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
CLARE
NDON 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
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:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
ITEM
7.01. REGULATION
FD DISCLOSURE
Helen
of
Troy Limited (the "Company") has stated that its EBITDA (as defined below)
is
expected to be $92 million for
the
fiscal year ended February 28, 2006 compared to $108 million for the fiscal
year
ended February 28, 2005. This
information may be considered non-GAAP forward looking Financial Information
as
contemplated by SEC Regulation
G, Rule 100. Accordingly, the Company is providing the following table which
reconciles these measures to their
corresponding GAAP based historical and forward looking measures:
RECONCILIATION
OF REPORTED AND EXPECTED EBITDA TO GAAP
|
|
NET
EARNINGS FROM CONTINUING OPERATIONS
|
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(in
millions)
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|
|
|
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Year
Ended
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Year
Ended
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02/28/05
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02/28/06
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(Historical)
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(Forecasted)
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Net
earnings from continuing operations
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$
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76.7
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$
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57.4
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|
|
|
|
|
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Interest
Expense / Income, net
|
|
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9.5
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14.7
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Income
Tax Expense
|
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12.9
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7.7
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Depreciation
and Amortization
|
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9.7
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11.8
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EBITDA
(Earnings before interest, taxes, depreciation
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|
|
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and
amortization) excluding discontinued operations
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$
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108.8
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$
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91.6
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Use
of Non-GAAP Financial Information
Management
believes the presentation of these non-GAAP financial measures, in connection
with the results of the fiscal year ended February 28, 2005, and forecasted
fiscal year ended February 28, 2006 provide useful information to investors
regarding our results of operations as this non-GAAP financial measure
allows
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 business.
These
non-GAAP financial measures should be considered in addition to, and not
as a
substitute for financial measures prepared in accordance with GAAP.
Safe
Harbor Statement
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 disclosures contained
in this
Form 8-K contain forward-looking statements regarding the Company's
expectations.
A
number
of risks or uncertainties could cause actual results to differ materially
from
historical or anticipated results. Generally, the words "expected",
"expectation" and "forecasted" 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 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 is included
in the Company’s Form 10-K for the year ended February 28, 2005 and the Form
10-Q's for the quarters ended May 31, 2005 and August 31, 2005.
The
information in this Form 8-K 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.
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.
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HELEN
OF TROY LIMITED |
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|
|
Date: October
25, 2005 |
By: |
/s/ Thomas
J. Benson |
|
Thomas
J. Benson |
|
Senior
Vice President, Finance and Chief
Financial Officer
|