Consolidated Net Sales Decline of 10.6%

Core Net Sales Decline of 10.0% From Fiscal 2022; Growth of 23.9% From Fiscal 2020

GAAP Diluted EPS of $2.15; Core Adjusted Diluted EPS of $2.75

Core Adjusted Diluted EPS Decline of 26.1% From Fiscal 2022; Decline of 7.7% From Fiscal 2020

Updates Fiscal 2023 Net Sales and Diluted EPS Outlook:

Consolidated Net Sales to $2.025-$2.050 Billion

Consolidated Diluted EPS to $4.82-$5.11; Consolidated Adjusted Diluted EPS to $9.20-$9.40

Provides Update on Project Pegasus

Helen of Troy Limited (NASDAQ: HELE), designer, developer and worldwide marketer of consumer brand-name home, outdoor, health, wellness, and beauty products, today reported results for the three-month period ended November 30, 2022.

Executive Summary – Third Quarter of Fiscal 2023 Compared to Fiscal 2022, Fiscal 2021 and Fiscal 2020

• Consolidated net sales revenue was $558.6 million, a decrease of 10.6% from fiscal 2022, a decrease of 12.4% from fiscal 2021, and an increase of 17.7% from fiscal 2020

• Core business net sales decrease of 10.0% from fiscal 2022, a decrease of 9.6% from fiscal 2021, and an increase of 23.9% from fiscal 2020

• GAAP diluted EPS of $2.15, compared to $3.10 for the same period last year, $3.34 for fiscal 2021, and $2.71 for fiscal 2020

• Non-GAAP Core adjusted diluted EPS of $2.75, a decrease of 26.1% from fiscal 2022, a decrease of 23.8% from fiscal 2021, and a decrease of 7.7% from fiscal 2020

• Non-GAAP adjusted diluted EPS of $2.75, a decrease of 26.1% from fiscal 2022, a decrease of 26.9% from fiscal 2021, and a decrease of 11.9% from fiscal 2020

Julien R. Mininberg, Chief Executive Officer, stated: “While the operating environment remained difficult, our third quarter financial performance exceeded our expectations. Gross margin and cash flow improved significantly during the quarter, and our efforts to reduce inventory have resulted in inventory levels that are now below where we finished last fiscal year. On a fiscal year-to-date basis, core net sales are up 33.1% on a three-year stack vs. the pre-Covid base of fiscal year 2020. Over those same nine months, core adjusted diluted EPS is up 6.6% on a three-year stack despite the negative impacts this fiscal year from inflation, higher interest rates, and lower operating leverage.”

“Regarding our outlook for this fiscal year, we are raising the bottom of our range for both sales and adjusted EPS. Consumption remains soft in certain of our categories and some retailers are continuing to reduce their orders as they sell down their inventory. We are, however, encouraged to see trade inventory at some key retailers start to better align with sell through, as well as stabilization and modest improvement in market share for certain categories such as Beauty appliances.”

Mr. Mininberg continued: “During the quarter, we made significant progress on each of the workstreams comprising Project Pegasus. Under the organizational workstream, today we are announcing three major changes intended to streamline and simplify the organization. First, we are combining Beauty and Health & Wellness into a single reportable segment that will be referred to and reported as “Beauty & Wellness.” Second, we are creating a North America Regional Market Organization (RMO) that will be responsible for sales and go to market for all categories and channels in the United States and Canada. Third, we are further centralizing certain functions under shared services, especially in Operations and Finance. Consistent with our strategic choices throughout the transformation, our business segments will be even more focused on brand development, consumer-centric innovation and marketing. The RMOs will execute on go-to-market strategies and shared services will be even more centralized. We believe these and the other Pegasus workstreams will increase our effectiveness and the savings will provide fuel to reinvest in returning to growth under our value creation flywheel.”

During the fourth quarter of fiscal 2020, the Company committed to a plan to divest certain assets within its Beauty segment's mass channel personal care business (“Personal Care”). On June 7, 2021, the Company completed the sale of its North America Personal Care business and on March 25, 2022, the Company completed the sale of the Latin America and Caribbean Personal Care business. The Company defines Core business as strategic business that it expects to be an ongoing part of its operations, and Non-Core business as business or net assets (including net assets held for sale) that it expects to divest within a year of its designation as Non-Core. Accordingly, sales from the Personal Care business were included in Non-Core business for all historical periods presented. As a result of these dispositions, the Company no longer has any results of operations from Non-Core business or any assets or liabilities classified as held for sale.

Consolidated Results - Third Quarter Fiscal 2023 Compared to Third Quarter Fiscal 2022

• Consolidated net sales revenue decreased $66.3 million, or 10.6%, to $558.6 million compared to $624.9 million. The decline was primarily driven by a decrease from Organic business of $115.6 million, or 18.5%. The Organic business decrease primarily reflects lower sales in all segments due to lower consumer demand, shifts in consumer spending patterns, reduced orders from retail customers due to higher trade inventory levels, the unfavorable comparative impact of approximately $15 million from earlier than typical customer orders in the third quarter of fiscal 2022 as retailers accelerated orders to try to avoid supply chain disruptions during the prior year holiday season, and a net sales revenue decline of $4.4 million in Non-Core business due to the sale of the Personal Care business. These factors were partially offset by the favorable impact of customer price increases related to rising freight and product costs, higher closeout channel sales in the Home & Outdoor segment and an increase in sales of humidification products in the Health & Wellness segment. The Organic business decline was partially offset by the contribution from the acquisitions of Osprey of $43.3 million and Curlsmith of $13.1 million, or 9.0% to consolidated net sales revenue.
  
  
  
  
• Consolidated gross profit margin increased 2.1 percentage points to 45.9%, compared to 43.8%. The increase in consolidated gross profit margin was primarily due to a favorable mix of more Home & Outdoor sales within consolidated net sales revenue, a more favorable customer mix within the Home & Outdoor segment, and a more favorable product mix within the Beauty segment primarily due to the acquisition of Curlsmith. These factors were partially offset by a less favorable product mix within the Home & Outdoor segment due to the acquisition of Osprey and the net dilutive impact of inflationary costs and related customer price increases.
  
  
  
  
• Consolidated selling, general and administrative expense (“SG&A”) ratio increased 0.9 percentage points to 30.3%, compared to 29.4%. The increase in the consolidated SG&A ratio was primarily due to unfavorable operating leverage, higher salary and wage costs, higher marketing expense, increased amortization expense, higher outbound freight costs, and higher share-based compensation expense. These factors were partially offset by a gain from insurance recoveries on damaged inventory of $9.7 million, reduced annual incentive compensation expense, the favorable leverage impact of customer price increases related to inflationary costs, a decrease in EPA compliance costs of $2.9 million, and the favorable comparative impact of acquisition-related expense incurred in connection with the Osprey transaction during the prior year period.
  
  
  
  
• Consolidated operating income was $77.2 million, or 13.8% of net sales revenue, compared to $90.0 million, or 14.4% of net sales revenue. The 0.6 percentage point decrease in consolidated operating margin was primarily due to unfavorable operating leverage, restructuring charges of $10.5 million, the unfavorable impact of less Beauty segment sales within consolidated net sales revenue, a less favorable product mix within the Home & Outdoor segment due to the acquisition of Osprey, higher salary and wage costs, an increase in outbound freight costs, increased amortization expense, and higher share-based compensation expense. These factors were partially offset by a gain from insurance recoveries on damaged inventory of $9.7 million, reduced annual incentive compensation expense, a decrease in EPA compliance costs of $2.8 million, the favorable comparative impact of acquisition-related expense incurred in connection with the Osprey transaction during the prior year period, a more favorable customer mix within the Home & Outdoor segment, and a more favorable product mix within the Beauty segment primarily due to the acquisition of Curlsmith.
  
  
  
  
• Interest expense was $13.1 million, compared to $3.2 million. The increase in interest expense was primarily due to higher average levels of debt outstanding, including borrowings to fund the acquisitions of Osprey and Curlsmith as well as construction of the previously-announced new distribution center in Tennessee, and higher average interest rates compared to the same period last year.
  
  
  
  
• Income tax expense as a percentage of income before income tax was 19.1% compared to 12.9%, primarily due to lower forecasted annual income before income tax and shifts in the mix of income in various tax jurisdictions, which were partially offset by increased tax benefits for discrete items.
  
  
  
  
• Net income was $51.8 million, compared to $75.7 million. Diluted EPS was $2.15, compared to $3.10. Diluted EPS decreased primarily due to lower operating income in the Home & Outdoor and Beauty segments, higher interest expense and an increase in the effective income tax rate. These factors were partially offset by higher operating income in the Health & Wellness segment and lower weighted average diluted shares outstanding.
  
  
  
  
• Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) decreased 10.8% to $99.7 million compared to $111.8 million.

On an adjusted basis for the third quarters of fiscal 2023 and 2022, excluding acquisition-related expenses, EPA compliance costs, gain from insurance recoveries, restructuring charges, amortization of intangible assets, and non-cash share-based compensation, as applicable:

• Adjusted operating income decreased $13.4 million, or 12.7%, to $92.7 million, or 16.6% of net sales revenue, compared to $106.1 million, or 17.0% of net sales revenue. The 0.4 percentage point decrease in adjusted operating margin is primarily driven by unfavorable operating leverage, the unfavorable impact of less Beauty segment sales within consolidated net sales revenue, a less favorable product mix within the Home & Outdoor segment due to the acquisition of Osprey, higher salary and wage costs, and an increase in outbound freight costs. These factors were partially offset by reduced annual incentive compensation expense, a more favorable customer mix within the Home & Outdoor segment, and a more favorable product mix within the Beauty segment primarily due to the acquisition of Curlsmith.

• Adjusted income decreased $24.4 million, or 26.9%, to $66.3 million, compared to $90.6 million for the same period last year. Adjusted diluted EPS decreased 26.1% to $2.75 compared to $3.72. The decrease in adjusted diluted EPS was primarily due to lower adjusted operating income, higher interest expense and an increase in the effective income tax rate. These factors were partially offset by lower weighted average diluted shares outstanding.

Segment Results - Third Quarter Fiscal 2023 Compared to Third Quarter Fiscal 2022

Home & Outdoor net sales revenue decreased $17.2 million, or 7.0%, to $228.9 million, compared to $246.1 million. The decline was driven by a decrease from Organic business of $57.3 million, or 23.3%, primarily due to declines in sales related to lower consumer demand driven by shifts in consumer spending patterns and reduced orders from retail customers due to higher trade inventory levels, the unfavorable comparative impact of earlier than typical customer orders in the third quarter of fiscal 2022 as retailers accelerated orders to try to avoid supply chain disruptions during the prior year holiday season, and lower sales in the club channel. These factors were partially offset by higher sales in the closeout channel and the favorable impact of customer price increases related to rising freight and product costs. The Organic business decline was partially offset by the contribution of $43.3 million from the acquisition of Osprey. Operating income was $30.8 million, or 13.5% of segment net sales revenue, compared to $43.2 million, or 17.6% of segment net sales revenue. The 4.1 percentage point decrease in segment operating margin was primarily due to the impact of the acquisition of Osprey, which has a lower operating margin than the rest of the Home & Outdoor segment, increased salary and wage costs, restructuring charges of $5.1 million, and unfavorable operating leverage. These factors were partially offset by reduced annual incentive compensation expense, a decrease in distribution expense, the net impact of inflationary costs and related customer price increases, lower inventory obsolescence expense, and a more favorable customer mix. Adjusted operating income decreased 16.5% to $39.9 million, or 17.4% of segment net sales revenue, compared to $47.7 million, or 19.4% of segment net sales revenue.

Health & Wellness net sales revenue decreased $23.4 million, or 11.5%, to $180.5 million, compared to $203.9 million. The decline was driven by a decrease from Organic business of $22.0 million, or 10.8%, primarily due to lower sales of thermometry, seasonal categories, water filtration, and air filtration products primarily driven by lower consumer demand, shifts in consumer spending patterns and reduced orders from retail customers due to higher trade inventory levels. These factors were partially offset by an increase in sales of humidification products, growth in international sales, and the impact of customer price increases related to rising freight and product costs. Operating income was $21.3 million, or 11.8% of segment net sales revenue, compared to $13.6 million, or 6.7% of segment net sales revenue. The 5.1 percentage point increase in segment operating margin was primarily due to a gain from insurance recoveries on damaged inventory of $8.2 million, a decrease in EPA compliance costs of $2.8 million, lower inventory obsolescence expense, the net impact of inflationary costs and related customer price increases, decreased annual incentive compensation expense, reduced salary and wage costs, lower outbound freight costs, and an increase in duty refunds received. These factors were partially offset by unfavorable operating leverage, restructuring charges of $2.9 million, and higher distribution expense. Adjusted operating income decreased 2.1% to $21.3 million, or 11.8% of segment net sales revenue, compared to $21.8 million, or 10.7% of segment net sales revenue.

Beauty net sales revenue decreased $25.7 million, or 14.7%, to $149.2 million, compared to $174.8 million. The decline was driven by a decrease from Organic business of $36.2 million, or 20.7%. The Organic business decrease was primarily due to reduced hair appliances category sales driven by lower consumer demand, shifts in consumer spending patterns and reduced orders from retail customers due to higher trade inventory levels, the unfavorable comparative impact of earlier than typical customer orders in the third quarter of fiscal 2022 as retailers accelerated orders to try to avoid supply chain disruptions during the prior year holiday season, and a decline in Non-Core business net sales revenue due to the sale of the Personal Care business. These factors were partially offset by the impact of customer price increases related to rising freight and product costs and $13.1 million from the acquisition of Curlsmith. Operating income was $25.1 million, or 16.8% of segment net sales revenue, compared to $33.2 million, or 19.0% of segment net sales revenue. The 2.2 percentage point decrease in segment operating margin was primarily due to unfavorable operating leverage, increased salary and wage costs, restructuring charges of $2.5 million, higher share-based compensation expense, the net dilutive impact of inflationary costs and related customer price increases, an increase in inventory obsolescence expense, higher distribution expense, increased outbound freight costs, and an increase in amortization expense. These factors were partially offset by decreased annual incentive compensation expense, a gain from insurance recoveries on damaged inventory of $1.5 million, favorable foreign exchange impacts, and a more favorable product mix primarily due to the acquisition of Curlsmith. Adjusted operating income decreased 14.0% to $31.5 million, or 21.1% of segment net sales revenue, compared to $36.6 million, or 20.9% of segment net sales revenue.

Balance Sheet and Cash Flow Highlights - Third Quarter Fiscal 2023 Compared to Third Quarter Fiscal 2022

• Cash and cash equivalents totaled $45.3 million, compared to $44.3 million.

• Accounts receivable turnover was 70.6 days, compared to 70.4 days.

• Inventory was $536.8 million, compared to $585.8 million. Trailing twelve-month inventory turnover was 2.1 times, compared to 2.3 times.

• Total short- and long-term debt was $1,080.5 million, compared to $447.5 million, primarily due to the acquisitions of Osprey and Curlsmith as well as investments in construction of the new distribution center.

• Net cash provided by operating activities for the first nine months of the fiscal year was $49.5 million, compared to net cash used by operating activities of $5.1 million for the same period last year.

• For the first nine months of the fiscal year, net cash used by investing activities of $290.7 million included investments to acquire Curlsmith for $147.9 million and capital asset expenditures of $125.8 million for construction of the new distribution center.

Restructuring Plan

The Company previously announced a global restructuring plan intended to expand operating margins through initiatives designed to improve effectiveness and efficiency (collectively referred to as “Project Pegasus”). Project Pegasus, under the leadership of the Chief Operating Officer, Noel Geoffroy, and with advice from a premium global consulting firm, includes initiatives to further optimize the Company's brand portfolio, streamline and simplify the organization, accelerate cost of goods savings projects, enhance the efficiency of its supply chain network, optimize its indirect spending, and improve its cash flow and working capital, as well as other activities. The Company anticipates these initiatives will create operating efficiencies, as well as provide a platform to fund future growth investments.

As part of the Pegasus workstream focused on streamlining and simplifying the organization, the Company is announcing three major changes to the structure of its organization. The first change results in combining the Beauty and Health & Wellness businesses into a single reportable segment that will be referred to and reported as “Beauty & Wellness.” The second is the creation of a North America Regional Market Organization responsible for sales and go to market strategies for all categories and channels in the United States and Canada. The third is further centralization of certain functions under shared services, especially in Operations and Finance to better support the business segments and RMOs. The new structure will reduce the size of the global workforce by approximately 10%. The majority of the role reductions will be completed by March 1st, 2023. Nearly all of the remaining role reductions are expected to be completed before the end of fiscal year 2024. The Company believes that these changes better focus business segment resources on brand development, consumer-centric innovation and marketing, the RMOs on sales and go to market strategies, and shared services on their respective areas of expertise while also creating a more efficient and effective organizational structure. Beginning with the Company's fiscal 2023 Form 10-K, future disclosures will reflect the two reportable segments, Home & Outdoor and Beauty & Wellness.

Consistent with the second quarter of fiscal 2023, the Company continues to have the following expectations regarding Project Pegasus:

• Targeted annualized pre-tax operating profit improvements of approximately $75 million to $85 million, which the Company expects to begin in fiscal 2024 and be substantially achieved by the end of fiscal 2026.

• Estimated cadence of the recognition of the savings will be approximately 25% in fiscal 2024, approximately 50% in fiscal 2025 and approximately 25% in fiscal 2026.

• Total profit improvements to be realized approximately 60% through reduced cost of goods sold and 40% through lower SG&A.

• Total one-time pre-tax restructuring charges of approximately $85 million to $95 million over the duration of the plan, which is expected to be completed during fiscal 2025 and will primarily be comprised of severance and employee related costs, professional fees, contract termination costs, and other exit and disposal costs.

• All of the Company's operating segments and shared services will be impacted by the plan.

Updated Fiscal 2023 Annual Outlook

The Company believes that Core business growth is the most relevant basis, as it provides the best comparability between historical and future periods. Due to the sale of the Personal Care business, the Company is not currently expecting any material activity related to Non-Core business in fiscal 2023. Therefore, the amounts included in its updated outlook for fiscal 2023 will be shown on a consolidated basis. However, due to the fact that the fiscal 2022 results include material activity related to Non-Core business, the year-over-year growth rates on a consolidated and Core business basis will be different. Where appropriate, the information provided in the outlook will reflect growth rates on both a consolidated and Core business basis.

The Company now expects consolidated net sales revenue in the range of $2.025 billion to $2.050 billion, which implies a decline of 8.9% to 7.8%, and a Core business decline of 7.5% to 6.4%.

The Company’s updated fiscal year net sales outlook reflects the following expectations by segment:

• Home & Outdoor net sales growth of 2.5% to 3.5%; including net sales from Osprey of $180 million to $185 million;

• Health & Wellness net sales decline of 11% to 10%; and

• Beauty Core business net sales decline of 18.5% to 17.5%; including net sales from Curlsmith of $35 million to $40 million.

The Company now expects consolidated GAAP diluted EPS of $4.82 to $5.11 and consolidated non-GAAP adjusted diluted EPS in the range of $9.20 to $9.40, which implies a decrease in consolidated adjusted diluted EPS in the range of 25.6% to 23.9%, and a decrease in Core adjusted diluted EPS in the range of 24.5% to 22.8%. This includes adjusted diluted EPS contribution from Osprey of approximately $0.35 to $0.40, and $0.20 to $0.25 from Curlsmith.

The Company’s updated consolidated net sales and EPS outlooks reflect the following assumptions:

• the assumption that the severity of the cough/cold/flu season will be higher than pre-COVID historical averages;

• December 2022 foreign currency exchange rates will remain constant for the remainder of the fiscal year;

• the estimated net favorable impact to net sales of approximately $10 million and adjusted diluted EPS of approximately $0.10 related to the EPA matter;

• estimated incremental after-tax inflationary cost pressures in the range of $50 million to $55 million, or approximately $2.10 to $2.25 of adjusted diluted EPS;

• expected interest expense of $42 million to $43 million based on the current assumption that the Federal Open Market Committee will increase interest rates by 450 basis points during calendar year 2022;

• a reported consolidated GAAP effective tax rate range of 19.5% to 19.9% for the full fiscal year 2023 and a consolidated adjusted effective tax rate range of 13.1% to 13.6%; and

• an estimated weighted average diluted shares outstanding of 24.1 million.

The Company now expects capital and intangible asset expenditures of $175 million to $185 million for the full fiscal year 2023 including expected expenditures of $150 million to $155 million related to the construction of a previously announced new distribution facility that is expected to be completed by the end of fiscal 2023.

The likelihood and potential impact of any fiscal 2023 acquisitions and divestitures, future asset impairment charges, future foreign currency fluctuations, or further share repurchases are unknown and cannot be reasonably estimated; therefore, they are not included in the Company’s updated outlook.

Conference Call and Webcast

The Company will conduct a teleconference in conjunction with today’s earnings release. The teleconference begins at 9:00 a.m. Eastern Time today, Thursday, January 5, 2023. Institutional investors and analysts interested in participating in the call are invited to dial (877) 407-3982 approximately ten minutes prior to the start of the call. The conference call will also be webcast live on the Events & Presentations page at: http://investor.helenoftroy.com/. A telephone replay of this call will be available at 12:00 p.m. Eastern Time on January 5, 2023 until 11:59 p.m. Eastern Time on January 19, 2023 and can be accessed by dialing (844) 512-2921 and entering replay pin number 13734889. A replay of the webcast will remain available on the website for one year.

Non-GAAP Financial Measures

The Company reports and discusses its operating results using financial measures consistent with accounting principles generally accepted in the United States of America (“GAAP”). To supplement its presentation, the Company discloses certain financial measures that may be considered non-GAAP such as Adjusted Operating Income, Adjusted Operating Margin, Adjusted Effective Tax Rate, Core Adjusted Effective Tax Rate, Adjusted Income, Adjusted Diluted Earnings per Share (“EPS”), Core and Non-Core Adjusted Diluted EPS, EBITDA, Adjusted EBITDA, and Free Cash Flow, which are presented in accompanying tables to this press release along with a reconciliation of these financial measures to their corresponding GAAP-based measures presented in the Company’s condensed consolidated statements of income and cash flows. For additional information see Note 6 to the accompanying tables to this press release.

About Helen of Troy Limited

Helen of Troy Limited (NASDAQ: HELE) is a leading global consumer products company offering creative products and solutions for its customers through a diversified portfolio of well-recognized and widely trusted brands, including OXO, Hydro Flask, Osprey, Vicks, Braun, Honeywell, PUR, Hot Tools and Drybar. The Company sometimes refers to these brands as its Leadership Brands. All trademarks herein belong to Helen of Troy Limited (or its subsidiaries) and/or are used under license from their respective licensors.

For more information about Helen of Troy, please visit http://investor.helenoftroy.com

Forward-Looking Statements

Certain written and oral statements made by the Company and subsidiaries of the Company may constitute “forward-looking statements” as defined under the Private Securities Litigation Reform Act of 1995. This includes statements made in this press release, in other filings with the SEC, and in certain other oral and written presentations. Generally, the words “anticipates”, “believes”, “expects”, “plans”, “may”, “will”, “might”, “would”, “should”, “seeks”, “estimates”, “project”, “predict”, “potential”, “currently”, “continue”, “intends”, “outlook”, “forecasts”, “targets”, “could”, and other similar words identify forward-looking statements. All statements that address operating results, events, or developments that the Company expects or anticipates may occur in the future, including statements related to sales, expenses, EPS results, and statements expressing general expectations about future operating results, are forward-looking statements and are based upon its current expectations and various assumptions. The Company believes there is a reasonable basis for these expectations and assumptions, but there can be no assurance that the Company will realize these expectations or that these assumptions will prove correct. Forward-looking statements speak only as of the date they are made and are subject to risks that could cause them to differ materially from actual results. Accordingly, the Company cautions readers not to place undue reliance on forward-looking statements. The forward-looking statements contained in this press release should be read in conjunction with, and are subject to and qualified by, the risks described in the Company’s Form 10-Q for the quarterly period ended November 30, 2022, and in the Company's 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 occurrence of cyber incidents or failure by the Company or its third-party service providers to maintain cybersecurity and the integrity of confidential internal or customer data, a cybersecurity breach, obsolescence or interruptions in the operation of the Company’s central global Enterprise Resource Planning systems and other peripheral information systems, the geographic concentration and peak season capacity of certain United States (“U.S.”) distribution facilities which increase its risk to disruptions that could affect the Company’s ability to deliver products in a timely manner, the Company's ability to successfully manage the demand, supply, and operational challenges associated with the actual or perceived effects of COVID-19 and any similar future public health crisis, pandemic or epidemic, the Company’s ability to develop and introduce a continuing stream of innovative new products to meet changing consumer preferences, actions taken by large customers that may adversely affect the Company’s gross profit and operating results, the Company’s dependence on sales to several large customers and the risks associated with any loss of, or substantial decline in, sales to top customers, the Company’s dependence on third-party manufacturers, most of which are located in Asia, and any inability to obtain products from such manufacturers, the Company's ability to deliver products to its customers in a timely manner and according to their fulfillment standards, the risks associated with trade barriers, exchange controls, expropriations, and other risks associated with domestic and foreign operations including uncertainty and business interruptions resulting from political changes and actions in the U.S. and abroad, such as the current conflict between Russia and Ukraine, and volatility in the global credit and financial markets and economy, the Company's dependence on the strength of retail economies and vulnerabilities to any prolonged economic downturn, including a downturn from the effects of macroeconomic conditions, any public health crises (including any lingering effects of new surges in COVID-19) or similar conditions, risks associated with the use of licensed trademarks from or to third parties, risks associated with weather conditions, the duration and severity of the cold and flu season and other related factors, the Company’s reliance on its Chief Executive Officer and a limited number of other key senior officers to operate its business, expectations regarding the Company's global restructuring plan initiatives and the Company's ability to realize targeted savings, including expectations concerning costs and savings, are based on management’s estimates available at the time and are subject to a number of assumptions that could materially impact such estimates, expectations regarding recent acquisitions (including Curlsmith and Osprey) and any future acquisitions or divestitures, including the Company's ability to realize related synergies along with its ability to effectively integrate acquired businesses or disaggregate divested businesses, the risks of potential changes in laws and regulations, including environmental, employment and health and safety and tax laws, and the costs and complexities of compliance with such laws, the risks associated with increased focus and expectations on climate change and other environmental, social and governance matters, the risks associated with significant changes in or the Company's compliance with regulations, interpretations or product certification requirements, the risks associated with global legal developments regarding privacy and data security that could result in changes to its business practices, penalties, increased cost of operations, or otherwise harm the business, the Company's ability to continue to avoid classification as a Controlled Foreign Corporation, the risks associated with legislation enacted in Bermuda and Barbados in response to the European Union’s review of harmful tax competition, the risks associated with accounting for tax positions and the resolution of tax disputes, the risks of significant tariffs or other restrictions being placed on imports from China, Mexico or Vietnam or any retaliatory trade measures taken by China, Mexico or Vietnam, the risks associated with product recalls, product liability and other claims against the Company, and associated financial risks including but not limited to, significant impairment of the Company's goodwill, indefinite-lived and definite-lived intangible assets or other long-lived assets, increased costs of raw materials, energy and transportation, the risks to the Company's liquidity or cost of capital which may be materially adversely affected by constraints or changes in the capital and credit markets and limitations under its financing arrangements, risks associated with foreign currency exchange rate fluctuations, and projections of product demand, sales and net income, which are highly subjective in nature, and from which future sales and net income could vary in a material amount. The Company undertakes no obligation to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise.