SEC Filing | Prestige Consumer Healthcare Inc.

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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): November 5, 2015

PRESTIGE BRANDS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)



Delaware	001-32433	20-1297589
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

660 White Plains Road, Tarrytown, New York 10591

(Address of principal executive offices) (Zip Code)

(914) 524-6800

(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 (see General Instruction A.2 below):

[ ] 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 2.02 Results of Operations and Financial Condition.

On November 5, 2015, Prestige Brands Holdings, Inc. (the “Company”) announced financial results for the fiscal quarter ended September 30, 2015. A copy of the press release announcing the Company's earnings results for the fiscal quarter ended September 30, 2015 is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

The information set forth in Item 2.02 above is incorporated by reference as if fully set forth herein.

On November 5, 2015, representatives of the Company began making presentations to investors regarding the Company's financial results for the quarter ended September 30, 2015 using slides attached to this Current Report on Form 8-K as Exhibit 99.2 (the “Investor Presentation”) and incorporated herein by reference. The Company expects to use the Investor Presentation, in whole or in part, and possibly with modifications, in connection with presentations to investors, analysts and others during the fiscal year ended March 31, 2016.

By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.

The information contained in the Investor Presentation is summary information that is intended to be considered in the context of the Company's Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

The information presented in Items 2.02 and 7.01 of this Current Report on Form 8-K and Exhibits 99.1 and 99.2 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

See Exhibit Index immediately following the signature page.

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.



Dated: November 5, 2015	PRESTIGE BRANDS HOLDINGS, INC.

	By:	/s/ RONALD M. LOMBARDI
		Ronald M. Lombardi
		President, Chief Executive Officer and Chief Financial Officer
		(Principal Executive Officer, Principal Financial Officer and Duly Authorized Officer)

EXHIBIT INDEX



Exhibit		Description

99.1		Press Release dated November 5, 2015 announcing the Company's financial results for the fiscal quarter ended September 30, 2015 (furnished only).
99.2		Investor Presentation in use beginning November 5, 2015 (furnished only).

Exhibit

Exhibit 99.1

Prestige Brands Holdings, Inc. Reports Record Second Quarter Fiscal 2016 Revenues Up 13.7% to

$206.1 Million

Tarrytown, NY-(Business Wire)-November 5, 2015--Prestige Brands Holdings, Inc. (NYSE-PBH) today announced results for the second quarter and first six months of fiscal year 2016, which ended September 30, 2015, and updated the outlook previously provided.

Financial highlights for the second quarter and first six months of fiscal year 2016 include:


•	Second quarter revenues increased 13.7% over the prior year period to a record $206.1 million, including the impact of foreign currency fluctuations;


•	Free cash flow of $46.2 million for the quarter increased 26.4% above prior year period;


•	Adjusted EBITDA for the quarter was $75.6 million, an increase of 19.6% over the prior year period;


•	Earnings per share for the quarter were $0.60, 20.0% above prior year period.


•	Fiscal first half year revenues were $398.2 million, up 21.8% over the prior year period including the impact of foreign currency fluctuations and in line with outlook previously provided.

Second Quarter and First Half of Fiscal 2016 Ended September 30, 2015

Reported revenues for the second quarter of fiscal 2016 were $206.1 million, an increase of 13.7% over the prior year comparable quarter’s revenues of $181.3 million. Reported revenues for the six month period ended September 30, 2015 totaled $398.2 million, an increase of 21.8% over the prior year comparable six month period’s revenues of $327.0 million. Foreign currency fluctuations negatively impacted reported revenues for both the fiscal second quarter and six month periods by $5.3 million and $8.0 million, respectively.

The results of both the fiscal second quarter and six month periods reflect continued strong consumption levels across the Company’s core over-the-counter (OTC) healthcare brands, continued growth in the international business, as well as contributions from the acquisitions of Insight Pharmaceuticals (Insight) and Hydralyte.

Net income for the second quarter of fiscal 2016 totaled $31.8 million, an increase of (i) 20.6% over the prior year comparable quarter’s adjusted net income of $26.4 million and (ii) an increase of 93.2% over the prior year comparable quarter’s reported net income of $16.5 million. Earnings per share for the second quarter of fiscal 2016 were $0.60, an increase of (i) 20.0% over the prior year’s adjusted earnings per share of $0.50 which, excluded acquisition and transition items related to Insight and Hydralyte, and (ii) 93.5% over the prior year’s reported earnings per share of $0.31. Net income and earnings per share for the second quarter of fiscal 2016 did not include any adjustments.

Reported net income for the first six months of fiscal 2016 totaled $58.0 million compared with the prior year comparable period of $33.2 million. Reported earnings per share for the first six month period of fiscal 2016 were $1.09, 73.0% higher than the prior year comparable period’s reported earnings per share of $0.63 per share. Adjusted net income for the first six months of fiscal 2016 increased 23.7% to $59.2 million compared to $47.9 million in the prior year comparable six month period, and excluded items related to the CEO’s retirement, loss on extinguishment of debt and other costs associated with acquisitions. Adjusted earnings per share for the first six month period of fiscal 2016 increased 23.1% to $1.12 from $0.91 in the prior year comparable period and excluded the items described above.

Free Cash Flow, Adjusted EBITDA & Balance Sheet

The Company's free cash flow for the second quarter ended September 30, 2015 was $46.2 million compared to the prior year comparable quarter’s (i) adjusted free cash flow of $36.5 million, an increase of 26.4%, and (ii) free cash flow of $26.5 million, an increase of 74.2%. For the fiscal year to date, free cash flow totaled $88.9 million. Adjusted EBITDA for the second quarter of fiscal 2016 was $75.6 million, an increase of 19.6% over the prior year comparable quarter’s adjusted EBITDA of $63.2 million. For the fiscal year to date, adjusted EBITDA totaled $145.2 million, an increase of 27.1% over the prior year comparable period’s results of $114.3 million.

The Company's net debt at September 30, 2015 was approximately $1.48 billion, reflecting net debt

repayments of approximately $45.0 million during the second quarter of fiscal 2016. At September 30, 2015, the Company’s covenant-defined leverage ratio was approximately 5.0.

Segment Review

Reported revenues for the North American OTC Healthcare segment were $163.9 million for the second quarter of fiscal 2016, 19.0% higher than the prior year comparable quarter's revenues of $137.8 million. For the first six months of the current fiscal year, reported revenues for the North American OTC Healthcare segment were $319.6 million, an increase of 28.8% over the prior year comparable period’s revenues of $248.2 million.

Reported revenues for the International OTC Healthcare segment for the second quarter of fiscal 2016 were $17.4 million, 1.5% higher than the prior year comparable period’s results of $17.2 million. For the first six months of the current fiscal year, reported revenues for the International OTC Healthcare segment were $31.6 million, an increase of 2.4% over the prior year comparable period’s revenues of $30.9 million. These results include the impact of foreign currency fluctuations.

Revenues for the Household Cleaning segment were $24.7 million for the second quarter of fiscal 2016, a decrease of 6.2% over the prior year comparable quarter's revenues of $26.3 million. The decrease in revenues is due largely to differences in the timing of promotional programs and new product introductions in the prior year comparable period. For the first six months of the current fiscal year, reported revenues for the Household Cleaning segment were $47.0 million, a decrease of 1.9% over the prior year comparable six month period’s revenues of $47.9 million.

Commentary & Outlook

“We are very pleased with the overall strong performance of both the second quarter and the fiscal year-to-date results, highlighted by record revenues and earnings which were in line with the outlook we provided for both periods,” said Ron Lombardi, President and CEO. “In fact, our second quarter revenues of $206.1 million set the record for our highest revenue-generating quarter in the Company’s history.”

“With core OTC and international growth of 3.0% for the second quarter and 4.8% for the first half of the year, continued favorable consumption trends, and strong marketing and sales initiatives, we believe we are very well-positioned for the balance of the fiscal year,” he said.

“For the full fiscal year ending March 31, 2016, we are updating our outlook for revenues to recognize the slightly higher than anticipated impact of foreign currency fluctuations on our topline. For the second half of the fiscal year, we now expect revenue growth between 0.5% and 1.5% and full year revenue growth of +10% to +11%,” Mr. Lombardi said. “Even though the foreign currency impact is slightly higher than previously expected, we are reaffirming our cash flow and earnings per share outlook. We now anticipate fiscal 2016 adjusted earnings per share growth to be at the high end of our previously provided $2.05 to $2.10 range. At this time, we do not expect foreign currency fluctuations to affect the Company’s earnings per share or free cash flow for the balance of the fiscal year.”

Mr. Lombardi continued, “The Company’s industry-leading free cash flow was a record $89 million for the first six months of the fiscal year, more than half way toward the full fiscal year outlook. We are reconfirming the free cash flow outlook previously provided of $175 million or more. These record levels of free cash flow enable the Company to continue to rapidly de-lever, build M&A capacity, increase marketing spend and invest in innovation and brand building as we position our company for long-term success,” he said.

Q2 Conference Call & Accompanying Slide Presentation

The Company will host a conference call to review its second quarter results on November 5, 2015 at 8:30 am EDT. The toll-free dial-in numbers are 877-784-9650 within North America and 530-379-4717 outside of North America. The Company will provide a live Internet webcast, a slide presentation to accompany the call, as well as an archived replay, all of which can be accessed from the Investor Relations page of the Company's website at http://prestigebrands.com. The slide presentation can be accessed just before the call from the Investor Relations page of the website by clicking on Webcasts and Presentations. Telephonic replays will be available for two weeks following the completion of the call and can be accessed at 855-859-2056 within North America and at 404-537-3406 from outside North America.

Non-GAAP Financial Information

In addition to financial results reported in accordance with generally accepted accounting principles (GAAP), we have provided certain non-GAAP financial information in this release to aid investors in understanding the Company's performance. Each non-GAAP financial measure is defined and reconciled to its most closely related GAAP financial measure in the “About Non-GAAP Financial Measures” section at the end of this earnings release.

About Prestige Brands Holdings, Inc.

The Company markets and distributes brand name over-the-counter healthcare and household cleaning products throughout the U.S., Canada, and Australia and in certain other international markets. Core brands include Monistat® women’s health products, Nix® lice treatment, Chloraseptic® sore throat treatments, Clear Eyes® eye care products, Compound W® wart treatments, The Doctor's® NightGuard® dental protector, Little Remedies® pediatric products, Efferdent® denture care products, Luden's® throat drops, Dramamine® motion sickness treatment, BC® and Goody's® pain relievers, Beano® gas prevention, Debrox® earwax remover, and Gaviscon® antacid in Canada. Visit the Company's website at www.prestigebrands.com.

Note Regarding Forward-Looking Statements

This news release contains "forward-looking statements" within the meaning of the federal securities laws that are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" generally can be identified by the use of forward-looking terminology such as "assumptions," "target," "guidance," “strategy,” "outlook," "plans," "projection," "may," "will," "would," "expect," "intend," "estimate," "anticipate," "believe”, "potential," or “continue" (or the negative or other derivatives of each of these terms) or similar terminology. "Forward-looking statements" in this release include, without limitation, statements regarding the Company's expectations regarding future operating results including revenues, adjusted earnings per share and free cash flow, the impact of foreign currency fluctuations, the strength of consumption of the Company's products, the growth of the Company's international business and the Company's expectations of rapid de-levering, building M&A capacity, increasing marketing spend, and investing in innovation and brand building. These statements are based on management's estimates and assumptions with respect to future events and financial performance and are believed to be reasonable, though are inherently uncertain and difficult to predict. Actual results could differ materially from those expected as a result of a variety of factors, including the impact of our advertising and promotional initiatives, the severity of the cold and flu season, general economic and business conditions, regulatory matters governing our industry, fluctuating foreign exchange rates, consumer trends, competition in our industry, the ability of our third party manufacturers and suppliers to meet demand for our products in a cost effective manner, and introductions of new products. A discussion of other factors that could cause results to vary is included in the Company's Annual Report on Form 10-K for the year ended March 31, 2015, Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, and other periodic reports filed with the Securities and Exchange Commission.

Investor & Company Contact: Dean Siegal

914-524-6819

dsiegal@prestigebrands.com

John Mills, ICR

646-277-1254

John.mills@icrinc.com

Prestige Brands Holdings, Inc.

Consolidated Statements of Income and Comprehensive Income

(Unaudited)



	Three Months Ended September 30,						Six Months Ended September 30,
(In thousands, except per share data)	2015			2014			2015			2014
Revenues
Net sales	$	205,262		$	180,005		$	396,549		$	324,546
Other revenues	803			1,264			1,648			2,425
Total revenues	206,065			181,269			398,197			326,971

Cost of Sales
Cost of sales (exclusive of depreciation shown below)	86,125			78,727			166,021			142,563
Gross profit	119,940			102,542			232,176			184,408

Operating Expenses
Advertising and promotion	27,893			25,044			54,315			44,140
General and administrative	16,462			27,128			34,051			44,134
Depreciation and amortization	5,687			3,852			11,407			6,813
Total operating expenses	50,042			56,024			99,773			95,087
Operating income	69,898			46,518			132,403			89,321

Other (income) expense
Interest income	(33		)	(15		)	(60		)	(47		)
Interest expense	20,700			18,208			42,611			32,893
Loss on extinguishment of debt	—			—			451			—
Total other expense	20,667			18,193			43,002			32,846
Income before income taxes	49,231			28,325			89,401			56,475
Provision for income taxes	17,428			11,862			31,425			23,280
Net income	$	31,803		$	16,463		$	57,976		$	33,195

Earnings per share:
Basic	$	0.60		$	0.32		$	1.10		$	0.64
Diluted	$	0.60		$	0.31		$	1.09		$	0.63

Weighted average shares outstanding:
Basic	52,803			52,088			52,676			52,023
Diluted	53,151			52,594			53,055			52,564

Comprehensive income, net of tax:
Currency translation adjustments	(11,079		)	(10,830		)	(11,484		)	(8,104		)
Total other comprehensive loss	(11,079		)	(10,830		)	(11,484		)	(8,104		)
Comprehensive income	$	20,724		$	5,633		$	46,492		$	25,091

Prestige Brands Holdings, Inc.

Consolidated Balance Sheets

(Unaudited)



(In thousands) Assets	September 30, 2015			March 31, 2015
Current assets
Cash and cash equivalents	$	22,152		$	21,318
Accounts receivable, net	91,340			87,858
Inventories	77,137			74,000
Deferred income tax assets	8,273			8,097
Prepaid expenses and other current assets	6,877			10,434
Total current assets	205,779			201,707

Property and equipment, net	12,920			13,744
Goodwill	289,061			290,651
Intangible assets, net	2,117,669			2,134,700
Other long-term assets	1,462			1,165
Total Assets	$	2,626,891		$	2,641,967

Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	41,777		$	46,115
Accrued interest payable	9,656			11,974
Other accrued liabilities	41,595			40,948
Total current liabilities	93,028			99,037

Long-term debt
Principal amount	1,503,600			1,593,600
Less unamortized debt costs	(31,736		)	(32,327		)
Long-term debt, net	1,471,864			1,561,273

Deferred income tax liabilities	373,764			351,569
Other long-term liabilities	2,480			2,464
Total Liabilities	1,941,136			2,014,343


Stockholders' Equity
Preferred stock - $0.01 par value
Authorized - 5,000 shares
Issued and outstanding - None	—			—
Common stock - $0.01 par value
Authorized - 250,000 shares
Issued - 53,053 shares at September 30, 2015 and 52,562 shares at March 31, 2015	530			525
Additional paid-in capital	439,861			426,584
Treasury stock, at cost - 306 shares at September 30, 2015 and 266 shares at March 31, 2015	(5,121		)	(3,478		)
Accumulated other comprehensive loss, net of tax	(34,896		)	(23,412		)
Retained earnings	285,381			227,405
Total Stockholders' Equity	685,755			627,624
Total Liabilities and Stockholders' Equity	$	2,626,891		$	2,641,967

Prestige Brands Holdings, Inc.

Consolidated Statements of Cash Flows

(Unaudited)



	Six Months Ended September 30,
(In thousands)	2015			2014
Operating Activities
Net income	$	57,976		$	33,195
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	11,407			6,815
Deferred income taxes	21,985			11,496
Amortization of debt origination costs	4,055			3,085
Stock-based compensation costs	5,034			3,403
Loss on extinguishment of debt	451			—
Loss (gain) on sale or disposal of property and equipment	(36		)	56
Changes in operating assets and liabilities, net of effects from acquisitions
Accounts receivable	(3,918		)	(8,363		)
Inventories	(3,838		)	7,264
Prepaid expenses and other current assets	3,436			3,114
Accounts payable	(4,519		)	(5,647		)
Accrued liabilities	(1,443		)	2,640
Net cash provided by operating activities	90,590			57,058

Investing Activities
Purchases of property and equipment	(1,683		)	(1,380		)
Proceeds from the sale of property and equipment	344			—
Proceeds from sale of business	—			18,500
Acquisition of Insight Pharmaceuticals, less cash acquired	—			(749,666		)
Acquisition of the Hydralyte brand	—			(77,991		)
Net cash used in investing activities	(1,339		)	(810,537		)

Financing Activities
Term loan borrowings	—			720,000
Term loan repayments	(50,000		)	(25,000		)
Borrowings under revolving credit agreement	15,000			124,600
Repayments under revolving credit agreement	(55,000		)	(58,500		)
Payments of debt origination costs	(4,211		)	(16,072		)
Proceeds from exercise of stock options	6,398			2,757
Proceeds from restricted stock exercises	544			57
Excess tax benefits from share-based awards	1,850			1,030
Fair value of shares surrendered as payment of tax withholding	(2,187		)	(1,660		)
Net cash (used in) provided by financing activities	(87,606		)	747,212

Effects of exchange rate changes on cash and cash equivalents	(811		)	(316		)
Increase (decrease) in cash and cash equivalents	834			(6,583		)
Cash and cash equivalents - beginning of period	21,318			28,331
Cash and cash equivalents - end of period	$	22,152		$	21,748

Interest paid	$	40,550		$	27,349
Income taxes paid	$	3,707		$	4,716

Prestige Brands Holdings, Inc.

Consolidated Statements of Income

Business Segments

(Unaudited)



	Three Months Ended September 30, 2015
(In thousands)	North American OTC Healthcare			International OTC Healthcare		Household Cleaning		Consolidated
Gross segment revenues	$	165,407		$	17,433	$	23,894	$	206,734
Elimination of intersegment revenues	(1,472		)	—		—		(1,472		)
Third-party segment revenues	163,935			17,433		23,894		205,262
Other revenues	6			—		797		803
Total segment revenues	163,941			17,433		24,691		206,065
Cost of sales	61,499			6,092		18,534		86,125
Gross profit	102,442			11,341		6,157		119,940
Advertising and promotion	24,440			2,777		676		27,893
Contribution margin	$	78,002		$	8,564	$	5,481	92,047
Other operating expenses								22,149
Operating income								69,898
Other expense								20,667
Income before income taxes								49,231
Provision for income taxes								17,428
Net income								$	31,803



	Six Months Ended September 30, 2015
(In thousands)	North American OTC Healthcare			International OTC Healthcare		Household Cleaning		Consolidated
Gross segment revenues	$	321,746		$	31,642	$	45,361	$	398,749
Elimination of intersegment revenues	(2,200		)	—		—		(2,200		)
Third-party segment revenues	319,546			31,642		45,361		396,549
Other revenues	46			—		1,602		1,648
Total segment revenues	319,592			31,642		46,963		398,197
Cost of sales	119,625			11,382		35,014		166,021
Gross profit	199,967			20,260		11,949		232,176
Advertising and promotion	47,635			5,500		1,180		54,315
Contribution margin	$	152,332		$	14,760	$	10,769	177,861
Other operating expenses								45,458
Operating income								132,403
Other expense								43,002
Income before income taxes								89,401
Provision for income taxes								31,425
Net income								$	57,976



	Three Months Ended September 30, 2014
(In thousands)	North American OTC Healthcare			International OTC Healthcare		Household Cleaning		Consolidated
Gross segment revenues	$	138,318		$	17,151	$	25,246	$	180,715
Elimination of intersegment revenues	(710		)	—		—		(710		)
Third-party segment revenues	137,608			17,151		25,246		180,005
Other revenues	150			23		1,091		1,264
Total segment revenues	137,758			17,174		26,337		181,269
Cost of sales	52,186			6,601		19,940		78,727
Gross profit	85,572			10,573		6,397		102,542
Advertising and promotion	21,441			3,036		567		25,044
Contribution margin	$	64,131		$	7,537	$	5,830	77,498
Other operating expenses								30,980
Operating income								46,518
Other expense								18,193
Income before income taxes								28,325
Provision for income taxes								11,862
Net income								$	16,463



	Six Months Ended September 30, 2014
(In thousands)	North American OTC Healthcare			International OTC Healthcare		Household Cleaning		Consolidated
Gross segment revenues	$	249,291		$	30,843	$	45,839	$	325,973
Elimination of intersegment revenues	(1,427		)	—		—		(1,427		)
Third-party segment revenues	247,864			30,843		45,839		324,546
Other revenues	327			58		2,040		2,425
Total segment revenues	248,191			30,901		47,879		326,971
Cost of sales	94,526			11,679		36,358		142,563
Gross profit	153,665			19,222		11,521		184,408
Advertising and promotion	37,794			5,375		971		44,140
Contribution margin	$	115,871		$	13,847	$	10,550	140,268
Other operating expenses								50,947
Operating income								89,321
Other expense								32,846
Income before income taxes								56,475
Provision for income taxes								23,280
Net income								$	33,195

About Non-GAAP Financial Measures

We define Non-GAAP Organic Revenues as Total Revenues excluding revenues associated with products acquired or divested in the periods presented. We define Non-GAAP Organic Revenues on a Constant Currency basis as Total Revenues excluding acquisitions and divestitures and the impact of current year foreign exchange rates on total revenues. We define Non-GAAP Total Revenues on a Constant Currency basis as Total Revenues excluding the impact of currency exchange rates on total revenues. We define Non-GAAP Adjusted EBITDA as earnings before interest expense (income), income taxes, depreciation and amortization, certain other legal and professional fees, other acquisition-related costs, and costs associated with our CEO transition. Non-GAAP Adjusted EBITDA Margin is calculated as Non-GAAP Adjusted EBITDA divided by GAAP Total Revenues. We define Non-GAAP Adjusted Gross Margin as Gross Profit before inventory step up charges, and certain other acquisition and integration-related costs. Non-GAAP Adjusted Gross Margin percentage is calculated based on Non-GAAP Adjusted Gross Margin divided by GAAP Total Revenues. We define Non-GAAP Adjusted General and Administrative expenses as General and Administrative expenses minus certain other legal and professional fees, acquisition and other integration costs, and costs associated with our CEO transition. Non-GAAP Adjusted General and Administrative expense percentage is calculated based on Non-GAAP Adjusted General and Administrative expense divided by GAAP Total Revenues. We define Non-GAAP Adjusted Net Income as Net Income before inventory step-up charges, certain other legal and professional fees, other acquisition and integration-related costs, costs associated with our CEO transition, the applicable tax impacts associated with these items and the tax impacts of state tax rate adjustments and other non-deductible items. Non-GAAP Adjusted EPS is calculated based on Non-GAAP Adjusted Net Income, divided by the weighted average number of common and potential common shares outstanding during the period. We define Non-GAAP Free Cash Flow as net cash provided by operating activities less cash paid for capital expenditures. We define Non-GAAP Adjusted Free Cash Flow as net cash provided by operating activities less purchases of property and equipment plus payments associated with acquisitions for integration, transition, and other payments associated with acquisitions. Non-GAAP Organic Revenues, Non-GAAP Organic Revenues on a Constant Currency basis, Non-GAAP Total Revenues on a Constant Currency basis, Non-GAAP Adjusted EBITDA, Non-GAAP Adjusted EBITDA Margin, Non-GAAP Adjusted Gross Margin, Non-GAAP Adjusted Gross Margin percentage, Non-GAAP Adjusted General and Administrative Expense, Non-GAAP Adjusted General and Administrative Expense percentage, Non-GAAP Adjusted Net Income, Non-GAAP Adjusted EPS,Non-GAAP Free Cash Flow, and Non-GAAP Adjusted Free Cash Flow may not be comparable to similarly titled measures reported by other companies.

We are presenting Non-GAAP Organic Revenues, Non-GAAP Organic Revenues on a Constant Currency basis, Non-GAAP Total Revenues on a Constant Currency basis, Non-GAAP Adjusted EBITDA, Non-GAAP Adjusted EBITDA Margin, Non-GAAP Adjusted Gross Margin, Non-GAAP Adjusted Gross Margin percentage, Non-GAAP Adjusted General and Administrative Expense, Non-GAAP Adjusted General and Administrative Expense percentage, Non-GAAP Adjusted Net Income, Non-GAAP Adjusted EPS, Non-GAAP Free Cash Flow, and Non-GAAP Adjusted Free Cash Flow, because they provide additional ways to view our operation when considered with both our GAAP results and the reconciliation to net income and net cash provided by operating activities, respectively, which we believe provides a more complete understanding of our business than could be obtained absent this disclosure. Each of Non-GAAP Organic Revenues, Non-GAAP Organic Revenues on a Constant Currency basis, Non-GAAP Total Revenues on a Constant Currency basis, Non-GAAP Adjusted EBITDA, Non-GAAP Adjusted EBITDA Margin, Non-GAAP Adjusted Gross Margin, Non-GAAP Adjusted Gross Margin percentage, Non-GAAP Adjusted General and Administrative Expense, Non-GAAP Adjusted General and Administrative Expense percentage, Non-GAAP Adjusted Net Income, Non-GAAP Adjusted EPS, Non-GAAP Free Cash Flow, and Non-GAAP Adjusted Free Cash Flow is presented solely as a supplemental disclosure because (i) we

believe it is a useful tool for investors to assess the operating performance of the business without the effect of these items; (ii) we believe that investors will find this data useful in assessing shareholder value; and (iii) we use Non-GAAP Organic Revenues, Non-GAAP Organic Revenues on a Constant Currency basis, Non-GAAP Total Revenues on a Constant Currency basis, Non-GAAP Adjusted EBITDA, Non-GAAP Adjusted EBITDA Margin, Non-GAAP Adjusted Gross Margin, Non-GAAP Adjusted Gross Margin percentage, Non-GAAP Adjusted General and Administrative Expense, Non-GAAP Adjusted General and Administrative Expense percentage, Non-GAAP Adjusted Net Income, Non-GAAP Adjusted EPS, Non-GAAP Free Cash Flow, and Non-GAAP Adjusted Free Cash Flow internally to evaluate the performance of our personnel and also as a benchmark to evaluate our operating performance or compare our performance to that of our competitors. The use of Non-GAAP Organic Revenues, Non-GAAP Organic Revenues on a Constant Currency basis, Non-GAAP Total Revenues on a Constant Currency basis, Non-GAAP Adjusted EBITDA, Non-GAAP Adjusted EBITDA Margin, Non-GAAP Adjusted Gross Margin, Non-GAAP Adjusted Gross Margin percentage, Non-GAAP Adjusted General and Administrative Expense, Non-GAAP Adjusted General and Administrative Expense percentage, Non-GAAP Adjusted Net Income, Non-GAAP Adjusted EPS, Non-GAAP Free Cash Flow, and Non-GAAP Adjusted Free Cash Flow have limitations, and you should not consider these measures in isolation from or as an alternative to GAAP measures such as Total Revenues, General and Administrative expense, Operating income, Net income, and Net cash Flow provided by operating activities, or cash Flow statement data prepared in accordance with GAAP, or as a measure of profitability or liquidity.

The following tables set forth the reconciliation of Non-GAAP Organic Revenues, Non-GAAP Organic Revenues on a Constant Currency basis, Non-GAAP Total Revenues on a Constant Currency basis, Non-GAAP Adjusted EBITDA, Non-GAAP Adjusted EBITDA Margin, Non-GAAP Adjusted Gross Margin, Non-GAAP Adjusted Gross Margin percentage, Non-GAAP Adjusted General and Administrative Expense, Non-GAAP Adjusted General and Administrative Expense percentage, Non-GAAP Adjusted Net Income, Non-GAAP Adjusted EPS, Non-GAAP Free Cash Flow, Non-GAAP Adjusted Free Cash Flow, all of which are non-GAAP financial measures, to GAAP Gross Profit, GAAP General and Administrative expense, GAAP Net Income, GAAP Diluted EPS and GAAP Net cash provided by operating activities, our most directly comparable financial measures presented in accordance with GAAP.

Reconciliation of GAAP Total Revenues to Non-GAAP Organic Revenues and Non-GAAP Organic Revenues on a Constant Currency basis and related growth percentages:



	Three Months Ended September 30,						Six Months Ended September 30,
	2015			2014			2015			2014
(In thousands)
GAAP Total Revenues	$	206,065		$	181,269		$	398,197		$	326,971
Adjustments:
Hydralyte revenues ⁽¹⁾	—			—			(1,217		)	—
Insight revenues ⁽²⁾	(30,992		)	—			(73,630		)	—
Total adjustments	(30,992		)	—			(74,847		)	—
Non-GAAP Organic Revenues	175,073			181,269			323,350			326,971
Organic Revenue Decline	(3.4		)%				(1.1		)%
Impact of foreign currency exchange rates ⁽³⁾				(5,302		)				(7,991		)
Non-GAAP Organic Revenues on a constant currency basis	$	175,073		$	175,967		$	323,350		$	318,980
Constant Currency Organic Revenue Growth (Decline)	(0.5		)%				1.4		%

(1) Revenue adjustments relate to our International OTC Healthcare segment

(2) Revenue adjustments relate to our North American OTC Healthcare segment

(3) Foreign currency exchange rate adjustments relate to all segments

Reconciliation of GAAP Total Revenues to Non-GAAP Total Revenues on a Constant Currency basis and related growth percentages:



	Three Months Ended September 30,						Six Months Ended September 30,
	2015			2014			2015			2014
(In thousands)
GAAP Total Revenues	$	206,065		$	181,269		$	398,197		$	326,971
Impact of foreign currency exchange rates ⁽¹⁾				(5,302		)				(7,991		)
Non-GAAP Total Revenues on a constant currency basis	$	206,065		$	175,967		$	398,197		$	318,980
Constant Currency Revenue Growth	17.1		%				24.8		%

(1) Foreign currency exchange rate adjustments relate to all segments

Reconciliation of GAAP Gross Profit to Non-GAAP Adjusted Gross Margin and related Adjusted Gross Margin percentage:



	Three Months Ended September 30,						Six Months Ended September 30,
	2015			2014			2015			2014
(In thousands)
GAAP Total Revenues	$	206,065		$	181,269		$	398,197		$	326,971

GAAP Gross Profit	$	119,940		$	102,542		$	232,176		$	184,408
Adjustments:
Inventory step-up charges and other costs associated with the Hydralyte acquisition ⁽¹⁾	—			116			—			246
Inventory step-up charges associated with Insight acquisition ⁽²⁾	—			653			—			653
Total adjustments	—			769			—			899
Non-GAAP Adjusted Gross Margin	$	119,940		$	103,311		$	232,176		$	185,307
Non-GAAP Adjusted Gross Margin %	58.2		%	57.0		%	58.3		%	56.7		%

(1) Inventory step-up charges and other costs relate to our International OTC Healthcare segment

(2) Inventory step-up charges relate to our North American OTC Healthcare segment

Reconciliation of GAAP General and Administrative Expense to Non-GAAP Adjusted General and Administrative Expense and related Non-GAAP Adjusted General and Administrative Expense percentage:



	Three Months Ended September 30,						Six Months Ended September 30,
	2015			2014			2015			2014
(In thousands)
GAAP General and Administrative Expense	$	16,462		$	27,128		$	34,051		$	44,134
Adjustments:
Costs associated with CEO transition	—			—			1,406			—
Legal and professional fees associated with acquisitions	—			8,058			—			9,857
Stamp/Duty Tax on Australian acquisition	—			—			—			2,940
Integration, transition and other costs associated with acquisitions	—			4,021			—			4,432
Total adjustments	—			12,079			1,406			17,229
Non-GAAP Adjusted General and Administrative Expense	$	16,462		$	15,049		$	32,645		$	26,905
Non-GAAP Adjusted General and Administrative Expense Percentage	8.0		%	8.3		%	8.2		%	8.2		%

Reconciliation of GAAP Net Income to Non-GAAP Adjusted EBITDA and related Non-GAAP Adjusted EBITDA Margin:



	Three Months Ended September 30,						Six Months Ended September 30,
	2015			2014			2015			2014
(In thousands)
GAAP Net Income	$	31,803		$	16,463		$	57,976		$	33,195
Interest expense, net	20,667			18,193			42,551			32,846
Provision for income taxes	17,428			11,862			31,425			23,280
Depreciation and amortization	5,687			3,852			11,407			6,813
Non-GAAP EBITDA:	75,585			50,370			143,359			96,134
Adjustments:
Inventory step-up charges and other costs associated with the Hydralyte acquisition ⁽¹⁾	—			116			—			246
Inventory step-up charges associated with Insight acquisition ⁽²⁾	—			653			—			653
Costs associated with CEO transition ⁽³⁾	—			—			1,406			—
Legal and professional fees associated with acquisitions ⁽³⁾	—			8,058			—			9,857
Stamp/Duty Tax on Australian acquisition ⁽³⁾	—			—			—			2,940
Integration, transition and other costs associated with acquisitions ⁽³⁾	—			4,021			—			4,432
Loss on extinguishment of debt	—			—			451			—
Total adjustments	—			12,848			1,857			18,128
Non-GAAP Adjusted EBITDA	$	75,585		$	63,218		$	145,216		$	114,262
Non-GAAP Adjusted EBITDA Margin	36.7		%	34.9		%	36.5		%	34.9		%

(1) Inventory step-up charges and other costs relate to our International OTC Healthcare segment

(2) Inventory step-up charges relate to our North American OTC Healthcare segment

(3) Adjustments relate to G&A expenses

Reconciliation of GAAP Net Income to Non-GAAP Adjusted Net Income and related Adjusted Earnings Per Share:



	Three Months Ended September 30,										Six Months Ended September 30,
	2015		2015 Adjusted EPS		2014			2014 Adjusted EPS			2015			2015 Adjusted EPS			2014			2014 Adjusted EPS
(In thousands)
GAAP Net Income	$	31,803	$	0.60	$	16,463		$	0.31		$	57,976		$	1.09		$	33,195		$	0.63
Adjustments:
Inventory step-up charges and other costs associated the Hydralyte acquisition ⁽¹⁾	—		—		116			—			—			—			246			—
Inventory step-up charges associated with Insight acquisition ⁽²⁾	—		—		653			0.01			—			—			653			0.01
Costs associated with CEO transition ⁽³⁾	—		—		—			—			1,406			0.03			—			—
Legal and professional fees associated with acquisitions ⁽³⁾	—		—		8,058			0.15			—			—			9,857			0.19
Stamp/Duty Tax on Australian acquisition ⁽³⁾	—		—		—			—			—			—			2,940			0.06
Integration, transition and other costs associated with acquisitions ⁽³⁾	—		—		4,021			0.09			—			—			4,432			0.09
Loss on extinguishment of debt	—		—		—			—			451			0.01			—			—
Tax impact of adjustments	—		—		(2,941		)	(0.06		)	(657		)	(0.01		)	(3,469		)	(0.07		)
Total adjustments	—		—		9,907			0.19			1,200			0.03			14,659			0.28
Non-GAAP Adjusted Net Income and Adjusted EPS	$	31,803	$	0.60	$	26,370		$	0.50		$	59,176		$	1.12		$	47,854		$	0.91

(1) Inventory step-up charges and other costs relate to our International OTC Healthcare segment

(2) Inventory step-up charges relate to our North American OTC Healthcare segment

(3) Adjustments relate to G&A expenses

Reconciliation of GAAP Net Income to Non-GAAP Free Cash Flow and Non-GAAP Adjusted Free Cash Flow:



	Three Months Ended September 30,						Six Months Ended September 30,
	2015			2014			2015			2014
(In thousands)
GAAP Net Income	$	31,803		$	16,463		$	57,976		$	33,195
Adjustments:
Adjustments to reconcile net income to net cash provided by operating activities as shown in the Statement of Cash Flows	20,040			11,901			42,896			24,855
Changes in operating assets and liabilities, net of effects from acquisitions as shown in the Statement of Cash Flows	(4,774		)	(977		)	(10,282		)	(992		)
Total adjustments	15,266			10,924			32,614			23,863
GAAP Net cash provided by operating activities	47,069			27,387			90,590			57,058
Purchases of property and equipment	(903		)	(884		)	(1,683		)	(1,380		)
Non-GAAP Free Cash Flow	46,166			26,503			88,907			55,678
Integration, transition and other payments associated with acquisitions	—			10,018			—			12,417
Adjusted Non-GAAP Free Cash Flow	$	46,166		$	36,521		$	88,907		$	68,095

Outlook for Fiscal Year 2016:

Reconciliation of Projected GAAP EPS to Projected Non-GAAP Adjusted EPS:



	2016 Projected EPS
	Low		High
Projected FY'16 GAAP EPS	$	2.00	$	2.05
Adjustments:
Costs associated with term loan refinancing and CEO transition	0.05		0.05
Total Adjustments	0.05		0.05
Projected Non-GAAP Adjusted EPS	$	2.05	$	2.10

Reconciliation of Projected GAAP Net cash provided by operating activities to Projected Non-GAAP Free Cash Flow:



	2016 Projected Free Cash Flow
(In millions)
Projected FY'16 GAAP Net cash provided by operating activities	$	181
Additions to property and equipment for cash	(6		)
Projected Non-GAAP Free Cash Flow	$	175

exhibit992prestigebrands

Review of Second Quarter FY 16 Results November 5, 2015 Exhibit 99.2

S e c o n d Q u a r t e r F Y 1 6 R e s u l t s 2 This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements about the Company’s product expansion and development plans, investments in brand building and marketing, debt reduction and future financing capacity, consumption growth and strength of the Company’s brands, M&A strategy and market activity, future financial performance, and creation of shareholder value. Words such as "continue," "will," “expect,” “project,” “anticipate,” “likely,” “estimate,” “may,” “should,” “could,” “would,” and similar expressions identify forward-looking statements. Such forward-looking statements represent the Company’s expectations and beliefs and involve a number of known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include, among others, the inability to identify and consummate future acquisitions at attractive valuations, the failure to successfully commercialize new products, the severity of the cold and flu season, the inability of third party suppliers to meet demand, competitive pressures, the effectiveness of the Company’s brand building and marketing investments, fluctuating foreign exchange rates, and other risks set forth in Part I, Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended March 31, 2015 and in Part II, Item 1A. Risk Factors in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this presentation. Except to the extent required by applicable law, the Company undertakes no obligation to update any forward-looking statement contained in this presentation, whether as a result of new information, future events, or otherwise. Safe Harbor Disclosure

S e c o n d Q u a r t e r F Y 1 6 R e s u l t s 3 Agenda for Today’s Discussion I. Performance Highlights II. Financial Overview III. FY 16 Outlook and the Road Ahead

S e c o n d Q u a r t e r F Y 1 6 R e s u l t s 4

S e c o n d Q u a r t e r F Y 1 6 R e s u l t s 5 Solid Q2 Results First Half Results In Line with Expectations  Q2 consolidated Revenue of $206.1 million, up 13.7% versus prior year Q2, and +17.1%(1) on a constant currency basis – First half consolidated Revenue growth of 21.8%, consistent with prior guidance of +20% to +23% for that period – Q2 Organic decline of (0.5)%(1) and first half Organic growth of 1.4%(1), on a constant currency basis – Q2 Core OTC + International Revenue growth of 3.0% on a constant currency basis  Q2 Core OTC consumption growth of 3.6% and first half Core OTC consumption growth of 5.5% – 78% of Core OTC portfolio with consumption growth in Q2 – Continued strength in our biggest brands – Consistent and innovative marketing support building long-term brand equity in Core OTC brands  Adjusted Gross Margin of 58.2%(2) versus 57.0% in the prior year Q2, and in-line with 58.4% in Q1  Adjusted EPS of $0.60(2), up 20.0% versus the prior year Q2  Strong Free Cash Flow of $46.2(2) million, up 26.4% versus the prior year Q2  Leverage of ~5.0x(3), down from 5.7x at the time of the Insight acquisition

S e c o n d Q u a r t e r F Y 1 6 R e s u l t s 6 Solid Q2 Results Company on Track to Meet FY2016 Expectations  Second Half up 0.5% to 1.5%  Full year up 10% to 11% Full Year Revenue Outlook  Full year estimate range of: $2.05 to $2.10(7)  Expected to be at high end of the range Adjusted E.P.S.  Free Cash Flow of $175MM(8) or more expected  Year-end leverage expected to be ~4.7x(3) Free Cash Flow and Leverage  Company on track to continue to deliver strong financial performance in FY2016  Company on track to continue to deliver strong financial performance in FY2016

S e c o n d Q u a r t e r F Y 1 6 R e s u l t s 7 Continued Core OTC Consumption Growth and Sales Momentum Source: IRI multi-outlet + C-Store retail dollar sales growth for relevant period. Data reflects retail dollar sales percentage growth versus prior period; FY’16 Organic sales growth presented on a constant currency basis. O rg a n ic Sa les G ro w th C o n s u m p ti o n G ro w th 0.5% 3.6% 5.6% 7.0% 6.5% 3.6% FY 15 FY 16 (0.8%) (1.1%) 10.7% 5.8% 7.1% 2.2% Q1 Q2 Q3 Q4 Q1 Q2 1H: 5.5% 1H: 4.4%

S e c o n d Q u a r t e r F Y 1 6 R e s u l t s 8 Q2 FY 16 Core OTC Growth Broad Based, Led by Largest Brands Core OTC Portfolio with Consumption Growth in Q2 FY 16 6.0% 13.3% 15.6% 16.2% 14.9% 10.5% Q1 Q2 Q3 Q4 Q1 Q2 Largest Brands Growing Above Categories 1.6% 2.5% 5.1% 4.6% 9.1% 8.0% Q1 Q2 Q3 Q4 Q1 Q2 Y/Y Retail Sales % Growth Core OTC, includes Insight Pharmaceuticals. Source: IRI multi-outlet + C-Store, L-12 period for each quarter. Data reflects retail dollar sales percentage growth versus prior period; % of Core OTC Retail Sales Represented by Growing Brands FY 15 FY 16 Recently Acquired 0.4% 3.6% 4.5% 5.3% 7.9% 3.9% Q1 Q2 Q3 Q4 Q1 Q2 1H: 8.9% 1H: 11.9% 1H: 5.9% 78% of Core OTC $ Consumption Experiencing Growth

S e c o n d Q u a r t e r F Y 1 6 R e s u l t s 9 Core OTC International Other OTC Household Contribution to Portfolio: # of Brands: Investment: Targeted Mix Over Time(4)(5): 1H FY 16 % Organic Growth: (Constant Currency)(1) Invest for Growth Manage for Cash Flow Generation ~25% of Total Brands ~75% of Total Brands 63% 15% First Half Investment in Core OTC and International Driving Organic Growth +4.8% (5.9)% 1.4%(1) Organic Growth High Maintain ~78% ~85% Current Target ~22% ~15% Current Target 11% 11%

S e c o n d Q u a r t e r F Y 1 6 R e s u l t s 10 Monistat Building Momentum One Year After Acquisition; +6% in 1H The Prestige 4-Part Plan for Monistat Success Began on Day 1 TV HCP Outreach Digital/Social Women Like Me – Online Support 1. Re-engage With Health Care Professionals (HCP)  Create new educational materials for HCPs  Partner with professional detail force and tele-sales reps 2. Re-engage With Consumers  Capture key consumer insights through targeted consumer research  Develop new creative advertising & media plan  Build New Digital Marketing and Social Media Outreach Program  Create new Women’s Health PR Education Initiative 3. Re-engage With Retail Customers  Maximize shelf impact with new package design and pricing  As category leader, share insights and updates with retail partners 4. Fill New Product Development Pipeline  Extend the brand through NPD and innovation Source: IRI multi-outlet + C-Store, L-26 period ending October 4, 2015.

S e c o n d Q u a r t e r F Y 1 6 R e s u l t s 11 Little Remedies: Our Core Pediatric Brand Expands With New GI Product  Expanding Product Offering: Little Remedies expands focus to include products for fast-growing digestive category to treat infant gas and colic  Multi-Media Marketing Approach: Features first TV campaign ever for digestive brands, a social media initiative providing advice to parents, and an educational outreach to HCPs including sampling  New Marketing Efforts: Engaging caregivers and HCPs to focus on supporting baby’s digestive health Digital/Social TV Website HCP Outreach Marketing Strategy Expanded Healthcare Solutions New on TV New on TV New GI Product New on TV

S e c o n d Q u a r t e r F Y 1 6 R e s u l t s 12 Luden’s: A Classic Brand Engaging A New Generation of Consumers  Revitalized and modernized: Luden’s still retains its heritage and reputation for great taste for a new generation  Marketing and NPD Working Together: Flavor line expansion, new sizes, packaging innovation, consumer insight research, retail promotions, digital marketing and experiential marketing tactics have all contributed to the growth of this brand among a younger generation  Resulting In: Sales CAGR of +5% in the 5 years it has been with the Prestige family Wild Cherry Honey Licorice Lemon Menthol Wild Berry Sugar Free Cherry Honey Luden’s New Expanded Contemporary Flavors Today New Flavors for F’16 F’13 Luden’s Classic Flavors New Flavors for F’15 New Flavors for F’16

S e c o n d Q u a r t e r F Y 1 6 R e s u l t s 13

S e c o n d Q u a r t e r F Y 1 6 R e s u l t s 14 Key Financial Results for Second Quarter Performance  Solid overall financial performance in the quarter − Revenue of $206.1 million, an increase of 13.7% − Organic Revenue decline of (0.5%)(1) excluding the impact of foreign currency − Adjusted EPS of $0.60(2), up 20.0% − Free Cash Flow growth of 26.4% to $46.2 million(2) $181.3 $63.2 $36.5 $206.1 $75.6 $46.2 Total Revenue Adjusted EBITDA Adjusted EPS Free Cash Flow Q2 FY 16 Q2 FY 15 13.7% 19.6% 20.0% 26.4% $0.50 $0.60 (2) (2) (2) Dollar values in millions, except per share data.

S e c o n d Q u a r t e r F Y 1 6 R e s u l t s 15 FY 16 Second Quarter and 1H Consolidated Financial Summary  Q2 Revenue growth of +13.7%, or +17.1%(1) on a constant currency basis  Q2 Adjusted Gross Margin of 58.2%(2), consistent with full year outlook of 58.0%  Q2 A&P of 13.5% of Total Revenue, or $27.9 million, up 11.4% versus PYQ2  Q2 Adjusted EBITDA Margin of 36.7%(2)  Q2 Adjusted EPS of $0.60, up 20.0%(2) 3 Months Ended Dollar values in millions, except per share data. Refer to footnote 2 for all adjusted items above. 6 Months Ended Sep '15 Sep '14 % Chg Sep '15 Sep '14 % Chg Total Revenue 206.1$ 181.3$ 13.7% 398.2$ 327.0$ 21.8% Adj. Gross Margin 119.9 103.3 16.1% 232.2 185.3 25.3% % Margin 58.2% 57.0% 58.3% 56.7% A&P 27.9 25.0 11.4% 54.3 44.1 23.1% % Total R venue 13.5% 13.8% 13.6% 13.5% Adj. G&A 16.5 15.0 9.4% 32.6 26.9 21.3% % Total Revenue 8.0% 8.3% 8.2% 8.2% Adjus ed EBITDA 75.6$ 63.2$ 19.6% 145.2$ 114.3$ 27.1% % Margin 36.7% 34.9% 36.5% 34.9% Adjusted Net Income 31.8$ 26.4$ 20.6% 59.2$ 47.9$ 23.7% Adjusted Earnings Per Share 0.60$ 0.50$ 20.0% 1.12$ 0.91$ 23.1%

S e c o n d Q u a r t e r F Y 1 6 R e s u l t s 16 Debt Profile & Financial Compliance:  Net Debt at 9/30/15 of $1,481 million comprised of: – Cash on hand of $22 million – $853 million of term loan and revolver – $650 million of bonds  Leverage ratio(3) of ~5.0x  Acquisition capacity exceeding ~$550 million Exceptional Free Cash Flow Trends Cash Flow Comments (6) (2) Dollar values in millions. (2) Three Months Ended Six Months Ended Sep'15 Sep'14 Sep'15 Sep'14 Net Income - As Reported 31.8$ 16.5$ 58.0$ 33.2$ Depreciation & Amortization 5.7 3.9 11.4 6.8 Other Non-Cash Operating Items 14.4 8.0 31.5 17.9 Working Capital (4.8) (1.0) (10.3) (1.0) Operating Cash Flow 47.1$ 27.4$ 90.6$ 57.1$ Additions to Property and Equipment (0.9) (0.9) (1.7) (1.4) Free Cash Flow 46.2$ 26.5$ 88.9$ 55.7$ Acquisition Costs - 10.0 - 12.4 Adjusted Free Cash Flow 46.2$ 36.5$ 88.9$ 68.1$

S e c o n d Q u a r t e r F Y 1 6 R e s u l t s 17

S e c o n d Q u a r t e r F Y 1 6 R e s u l t s 18 Staying the Strategic Course to Continue Shareholder Value Creation − Good momentum heading into Q3 − Retail environment continues to present headwinds − Fx impact larger than anticipated of approx. +$12MM full year, no impact expected on EPS or FCF − Continued focus on investment in brand building for FY 16 − Invest and innovate in Core OTC brands and international platform − Continue to build new product pipeline for the long term − Remain aggressive and disciplined − Rapidly de-levering and building meaningful M&A capacity − Continue to monitor major company divestiture announcements and opportunities with privately-held assets − Revenue growth of +10% to +11% to reflect current Fx rates, 2H +0.5% to +1.5% − Adjusted EPS +10% to +13% ($2.05 to $2.10)(7), expect to be at high end of range − Free cash flow of $175MM(8) or more − Continued A&P investment in portfolio Brand Building Confident in Full FY 16 Outlook Strong Consumption Trends M&A Strategy

S e c o n d Q u a r t e r F Y 1 6 R e s u l t s 19 Q&A

S e c o n d Q u a r t e r F Y 1 6 R e s u l t s 20 Appendix (1) Revenue Growth on a constant currency basis is a Non-GAAP financial measure and is reconciled to its most closely related GAAP financial measure in our earnings release in the “About Non-GAAP Financial Measures” section. (2) Adjusted Gross Margin, Adjusted G&A, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted EPS, Free Cash Flow and Adjusted Free Cash Flow are Non-GAAP financial measures and are reconciled to their most closely related GAAP financial measures in our earnings release in the “About Non-GAAP Financial Measures” section. (3) Leverage ratio reflects net debt / covenant defined EBITDA. (4) Pro forma Net Sales for FY 15 as if Insight and Hydralyte were acquired on April 1, 2014. (5) Based on Company's organic long-term plan. Source: Company data. (6) Operating cash flow is equal to GAAP net cash provided by operating activities. (7) Adjusted EPS for FY 16 is a projected Non-GAAP financial measure, is reconciled to projected GAAP EPS in our earnings release in the “About Non-GAAP Financial Measures” section and is calculated based on projected GAAP EPS of $2.00 to $2.05 plus $0.05 of cost associated with term loan refinancing and CEO retirement totaling $2.05 to $2.10. (8) Free Cash Flow for FY 16 is a projected Non-GAAP financial measure, is reconciled to projected GAAP Net Cash Provided by Operating Activities in our earnings release in the “About Non-GAAP Financial Measures” section and is calculated based on projected Net Cash Provided by Operating Activities of $181 million less projected capital expenditures of $6 million.

Primary IR Contact

Irinquiries@prestigebrands.com
Prestige Consumer Healthcare Inc.
660 White Plains Road – Ste 250
Tarrytown, NY 10591
Telephone: 914-524-6819

Transfer Agent

AST
6201 15th Avenue
Brooklyn, NY 11219
Telephone: (800) 937-5449
help@astfinancial.com
https://www.astfinancial.com

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