SEC Filing | Prestige Consumer Healthcare Inc.

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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): August 4, 2016

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 August 4, 2016, Prestige Brands Holdings, Inc. (the “Company”) announced financial results for the fiscal quarter ended June 30, 2016. A copy of the press release announcing the Company's earnings results for the fiscal quarter ended June 30, 2016 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 August 4, 2016, representatives of the Company began making presentations to investors regarding the Company's financial results for the quarter ended June 30, 2016 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, 2017.

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: August 4, 2016	PRESTIGE BRANDS HOLDINGS, INC.

	By:	/s/ David S. Marberger
		David S. Marberger
		Chief Financial Officer

EXHIBIT INDEX



Exhibit		Description

99.1		Press Release dated August 4, 2016 announcing the Company's financial results for the fiscal quarter ended June 30, 2016 (furnished only).
99.2		Investor Presentation in use beginning August 4, 2016 (furnished only).

Exhibit

Exhibit 99.1

Prestige Brands Holdings, Inc. Reports First Quarter Fiscal 2017

Revenues Up 9.1% to $209.6 Million

Tarrytown, NY-(Business Wire)--August 4, 2016--Prestige Brands Holdings, Inc. (NYSE-PBH) today announced results for the first quarter of fiscal year 2017, which ended June 30, 2016.

Key first fiscal quarter highlights include:


•	Reported revenues increased 9.1% to $209.6 million;


•	Net cash provided by operating activities totaled $50.8 million;


•	Integration of DenTek® acquisition is complete; focus on brand-building continues;


•	Entered into an agreement to divest three non-core brands for $40.0 million plus inventory and completed the transaction on July 7, 2016.

“We are very pleased with the Company’s first quarter financial results,” said Ron Lombardi, President and CEO. “With this quarter’s strong momentum across many of our key North American and International brands and the addition of revenues from DenTek, we believe we are well-positioned to meet our objectives for the full fiscal year.”

Mr. Lombardi continued, “We are also pleased with the progress made in strategic portfolio management on two fronts. First, we completed the integration of the DenTek acquisition into our business. Second, we completed a transaction in early July to divest three non-core brands for approximately $40 million in cash. These strategic moves enabled us to continue driving our portfolio mix toward our stated long-term objective of 85% in invest for growth brands and 15% in manage for cash brands.”

First Fiscal Quarter Ended June 30, 2016

Reported revenues for the first quarter of fiscal 2017 were $209.6 million, an increase of 9.1% over the prior year comparable quarter’s revenues of $192.1 million. These results reflect strong consumption levels across the Company’s invest for growth brands, which include core over-the-counter (OTC) healthcare brands and our international business, as well as revenues from a full quarter of ownership of DenTek.

Reported net loss for the first quarter of fiscal 2017 totaled $5.5 million, or $0.10 per share. This included a non-cash after tax charge of $35.5 million (net of a tax benefit of $19.9 million) related to the divestiture of three non-core brands. Adjusted net income for the first quarter of fiscal 2017 was $31.4 million, or $0.59 per share, an increase of 14.7% over the prior year comparable period's adjusted net income of $27.4 million, or $0.52 per diluted share.

Free Cash Flow & Balance Sheet

The Company's Net cash provided by operating activities was $50.8 million, while the Non-GAAP Adjusted Free Cash Flow for the first quarter ended June 30, 2016 was $50.2 million compared to the prior year comparable quarter’s Net cash provided by operating activities of $43.5 million and Non-GAAP Adjusted Free Cash Flow of $42.7 million, an increase of 16.6% and 17.4%, respectively.

The Company's net debt at June 30, 2016 was $1.6 billion, reflecting debt repayments of $50.0 million during the first fiscal quarter. Proceeds from the divestiture of three non-core brands in July 2016 will be applied to debt repayments in the fiscal second quarter. At June 30, 2016, the Company's covenant-defined leverage ratio was approximately 4.8.

Segment Review

Reported revenues for the North American OTC Healthcare segment were $172.1 million for the first quarter of fiscal 2017, 10.6% higher than the prior year comparable quarter's revenues of $155.6 million. Reported revenues for the International OTC Healthcare segment for the first quarter of fiscal 2017 were $15.8 million, 11.0% higher than the $14.2 million reported in the prior year comparable period. Revenues for both the North American OTC Healthcare segment and the International OTC Healthcare segment were impacted by increased consumption levels as well as revenues from DenTek for three months. Reported revenues for the Household Cleaning segment were $21.7 million for the first quarter of fiscal 2017, a decrease of 2.6% over the prior year comparable quarter's revenues of $22.3 million.

Outlook

Mr. Lombardi said, “To reflect the divestiture of the three non-core brands, we are updating the previously provided outlook for revenues for fiscal 2017, and reconfirming the previously provided estimates for adjusted earnings per share and adjusted free cash flow. We are reducing our revenue outlook by $17.0 million to reflect the impact of the sale of the three brands. Our outlook for revenue growth is now in the range of 4.0% to 6.0% for the fiscal year, including the impact of currency fluctuations. We do not anticipate any impact from the sale on our previously provided outlook for adjusted earnings per share for

the fiscal year, which continues to be in the range of $2.30 to $2.36. Our previously provided outlook for adjusted free cash flow of $185 million also remains unchanged,” Mr. Lombardi said.

Q1 Conference Call & Accompanying Slide Presentation

The Company will host a conference call to review its first quarter results on August 4, 2016 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 conference ID is 43058034. 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. The conference ID is 43058034.

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 and household cleaning products throughout the U.S and Canada, Australia and in certain other international markets. The Company’s 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. The "forward-looking statements" include, without limitation, statements regarding the Company's expectations regarding future operating results including revenues, adjusted earnings per share and adjusted free cash flow, and the Company’s portfolio mix. 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, 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, 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, 2016 and other periodic reports filed with the Securities and Exchange Commission.

Company Contact: Dean Siegal

914-524-6819

Prestige Brands Holdings, Inc.

Consolidated Statements of Operations and Comprehensive Income

(Unaudited)



	Three Months Ended June 30,
(In thousands, except per share data)	2016			2015
Revenues
Net sales	$	208,770		$	191,287
Other revenues	805			845
Total revenues	209,575			192,132

Cost of Sales
Cost of sales (exclusive of depreciation shown below)	87,984			79,896
Gross profit	121,591			112,236

Operating Expenses
Advertising and promotion	27,635			26,422
General and administrative	19,457			17,589
Depreciation and amortization	6,832			5,720
Loss on sale of assets	55,453			—
Total operating expenses	109,377			49,731
Operating income	12,214			62,505

Other (income) expense
Interest income	(57		)	(27		)
Interest expense	21,184			21,911
Loss on extinguishment of debt	—			451
Total other expense	21,127			22,335
(Loss) income before income taxes	(8,913		)	40,170
(Benefit) provision for income taxes	(3,382		)	13,997
Net (loss) income	$	(5,531	)	$	26,173

(Loss) earnings per share:
Basic	$	(0.10	)	$	0.50
Diluted	$	(0.10	)	$	0.49

Weighted average shares outstanding:
Basic	52,881			52,548
Diluted	52,881			52,958

Comprehensive (loss) income, net of tax:
Currency translation adjustments	(5,824		)	(405		)
Total other comprehensive loss	(5,824		)	(405		)
Comprehensive (loss) income	$	(11,355	)	$	25,768

Prestige Brands Holdings, Inc.

Consolidated Balance Sheets

(Unaudited)



(In thousands) Assets	June 30, 2016			March 31, 2016
Current assets
Cash and cash equivalents	$	28,877		$	27,230
Accounts receivable, net	88,437			95,247
Inventories	92,867			91,263
Deferred income tax assets	10,702			10,108
Prepaid expenses and other current assets	18,730			25,165
Assets held for sale	41,745			—
Total current assets	281,358			249,013

Property and equipment, net	15,080			15,540
Goodwill	356,525			360,191
Intangible assets, net	2,223,559			2,322,723
Other long-term assets	1,918			1,324
Total Assets	$	2,878,440		$	2,948,791

Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	35,012		$	38,296
Accrued interest payable	9,216			8,664
Other accrued liabilities	55,913			59,724
Total current liabilities	100,141			106,684

Long-term debt
Principal amount	1,602,500			1,652,500
Less unamortized debt costs	(25,086		)	(27,191		)
Long-term debt, net	1,577,414			1,625,309

Deferred income tax liabilities	460,557			469,622
Other long-term liabilities	2,847			2,840
Total Liabilities	2,140,959			2,204,455


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 - 53,247 shares at June 30, 2016 and 53,066 shares at March 31, 2016	532			530
Additional paid-in capital	451,075			445,182
Treasury stock, at cost - 331 shares at June 30, 2016 and 306 shares at March 31, 2016	(6,558		)	(5,163		)
Accumulated other comprehensive loss, net of tax	(29,349		)	(23,525		)
Retained earnings	321,781			327,312
Total Stockholders' Equity	737,481			744,336
Total Liabilities and Stockholders' Equity	$	2,878,440		$	2,948,791

Prestige Brands Holdings, Inc.

Consolidated Statements of Cash Flows

(Unaudited)



	Three Months Ended June 30,
(In thousands)	2016			2015
Operating Activities
Net (loss) income	$	(5,531	)	$	26,173
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	6,832			5,720
Loss (gain) on sale of assets	55,453			(36		)
Deferred income taxes	(9,660		)	11,536
Amortization of debt origination costs	2,231			2,138
Stock-based compensation costs	1,940			3,047
Loss on extinguishment of debt	—			451
Changes in operating assets and liabilities, net of effects from acquisitions
Accounts receivable	5,151			2,578
Inventories	(4,327		)	(211		)
Prepaid expenses and other current assets	5,697			(1,522		)
Accounts payable	(3,401		)	783
Accrued liabilities	(3,634		)	(7,136		)
Net cash provided by operating activities	50,751			43,521

Investing Activities
Purchases of property and equipment	(895		)	(780		)
Proceeds from the sale of property and equipment	—			344
Net cash used in investing activities	(895		)	(436		)

Financing Activities
Term loan repayments	(50,000		)	(25,000		)
Borrowings under revolving credit agreement	—			15,000
Repayments under revolving credit agreement	—			(35,000		)
Payments of debt origination costs	(9		)	(4,172		)
Proceeds from exercise of stock options	3,405			6,328
Proceeds from restricted stock exercises	—			544
Excess tax benefits from share-based awards	550			1,600
Fair value of shares surrendered as payment of tax withholding	(1,395		)	(2,187		)
Net cash used in financing activities	(47,449		)	(42,887		)

Effects of exchange rate changes on cash and cash equivalents	(760		)	82
Increase in cash and cash equivalents	1,647			280
Cash and cash equivalents - beginning of period	27,230			21,318
Cash and cash equivalents - end of period	$	28,877		$	21,598

Interest paid	$	18,337		$	22,444
Income taxes paid	$	1,357		$	1,914

Prestige Brands Holdings, Inc.

Consolidated Statements of Operations

Business Segments

(Unaudited)



	Three Months Ended June 30, 2016
(In thousands)	North American OTC Healthcare			International OTC Healthcare		Household Cleaning		Consolidated
Gross segment revenues	$	173,301		$	15,800	$	20,890	$	209,991
Elimination of intersegment revenues	(1,221		)	—		—		(1,221		)
Third-party segment revenues	172,080			15,800		20,890		208,770
Other revenues	—			4		801		805
Total segment revenues	172,080			15,804		21,691		209,575
Cost of sales	65,718			5,464		16,802		87,984
Gross profit	106,362			10,340		4,889		121,591
Advertising and promotion	25,040			2,124		471		27,635
Contribution margin	$	81,322		$	8,216	$	4,418	93,956
Other operating expenses*								81,742
Operating income								12,214
Other expense								21,127
Loss before income taxes								(8,913		)
Benefit for income taxes								(3,382		)
Net loss								$	(5,531	)

*Other operating expenses includes a pre-tax loss on sale of assets of $55.5 million recognized for assets held for sale related to Pediacare, New Skin and Fiber Choice. These assets and corresponding contribution margin are included within the North American OTC Healthcare segment.



	Three Months Ended June 30, 2015
(In thousands)	North American OTC Healthcare			International OTC Healthcare		Household Cleaning		Consolidated
Gross segment revenues	$	156,339		$	14,209	$	21,467	$	192,015
Elimination of intersegment revenues	(728		)	—		—		(728		)
Third-party segment revenues	155,611			14,209		21,467		191,287
Other revenues**	15			25		805		845
Total segment revenues	155,626			14,234		22,272		192,132
Cost of sales**	58,503			4,913		16,480		79,896
Gross profit	97,123			9,321		5,792		112,236
Advertising and promotion	23,195			2,723		504		26,422
Contribution margin	$	73,928		$	6,598	$	5,288	85,814
Other operating expenses								23,309
Operating income								62,505
Other expense								22,335
Income before income taxes								40,170
Provision for income taxes								13,997
Net income								$	26,173

**Certain immaterial amounts relating to other revenues and cost of sales were reclassified between the International OTC Healthcare segment and the North American OTC Healthcare segment. There were no changes to the consolidated financial statements for any periods presented.

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 Adjusted EBITDA as earnings before interest expense (income), income taxes, depreciation and amortization, certain other legal and professional fees, other acquisition-related costs, divestiture costs, costs associated with our CEO transition, loss on sale of assets, and loss on extinguishment of debt. Non-GAAP Adjusted EBITDA Margin is calculated as Non-GAAP Adjusted EBITDA 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, divestiture 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 certain other legal and professional fees, other acquisition and integration-related costs, divestiture costs, costs associated with our CEO transition, accelerated amortization of debt origination costs, loss on sale of assets, loss on extinguishment of debt, and the applicable tax impacts associated with these items 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 integration, transition, and other payments associated with acquisitions and divestitures. Non-GAAP Organic Revenues, Non-GAAP Organic Revenues on a Constant Currency basis, Non-GAAP Adjusted EBITDA, Non-GAAP Adjusted EBITDA Margin, 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 Adjusted EBITDA, Non-GAAP Adjusted EBITDA Margin, 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 (loss) 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 Adjusted EBITDA, Non-GAAP Adjusted EBITDA Margin, 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 Adjusted EBITDA, Non-GAAP Adjusted EBITDA Margin, 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 Adjusted EBITDA, Non-GAAP Adjusted EBITDA Margin, 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 (loss) 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 Adjusted EBITDA, Non-GAAP Adjusted EBITDA Margin, 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, all of which are non-GAAP financial measures, to GAAP Total Revenues, GAAP General and Administrative Expense, GAAP Net (Loss) 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 June 30,
	2016			2015
(In thousands)
GAAP Total Revenues	$	209,575		$	192,132
Adjustments:
DenTek revenues ⁽¹⁾	(16,627		)	—
Total adjustments	(16,627		)	—
Non-GAAP Organic Revenues	192,948			192,132
Organic Revenue Growth (Decline)	0.4		%
Impact of foreign currency exchange rates ⁽²⁾				(829		)
Non-GAAP Organic Revenues on a constant currency basis	$	192,948		$	191,303
Constant Currency Organic Revenue Growth	0.9		%

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

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

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 June 30,
	2016			2015
(In thousands)
GAAP General and Administrative Expense	$	19,457		$	17,589
Adjustments:
Costs associated with CEO transition	—			1,406
Legal and professional fees associated with acquisitions and divestitures	484			—
Integration, transition and other costs associated with acquisitions and divestitures	1,641			—
Total adjustments	2,125			1,406
Non-GAAP Adjusted General and Administrative Expense	$	17,332		$	16,183
Non-GAAP Adjusted General and Administrative Expense Percentage	8.3		%	8.4		%

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



	Three Months Ended June 30,
	2016			2015
(In thousands)
GAAP Net (Loss) Income	$	(5,531	)	$	26,173
Interest expense, net	21,127			21,884
(Benefit) provision for income taxes	(3,382		)	13,997
Depreciation and amortization	6,832			5,720
Non-GAAP EBITDA:	19,046			67,774
Adjustments:
Costs associated with CEO transition ⁽¹⁾	—			1,406
Legal and professional fees associated with acquisitions and divestitures ⁽¹⁾	484			—
Integration, transition and other costs associated with acquisitions and divestitures ⁽¹⁾	1,641			—
Loss on extinguishment of debt	—			451
Loss on sale of assets	55,453			—
Total adjustments	57,578			1,857
Non-GAAP Adjusted EBITDA	$	76,624		$	69,631
Non-GAAP Adjusted EBITDA Margin	36.6		%	36.2		%

(1) Adjustments relate to G&A expenses

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



	Three Months Ended June 30,
	2016			2016 Adjusted EPS			2015			2015 Adjusted EPS
(In thousands)
GAAP Net (Loss) Income	$	(5,531	)	$	(0.10	)	$	26,173		$	0.49
Adjustments:
Costs associated with CEO transition ⁽¹⁾	—			—			1,406			0.03
Legal and professional fees associated with acquisitions and divestitures ⁽¹⁾	484			0.01			—			—
Integration, transition and other costs associated with acquisitions and divestitures ⁽¹⁾	1,641			0.03			—			—
Loss on extinguishment of debt	—			—			451			0.01
Loss on sale of assets	55,453			1.04			—			—
Tax impact of adjustments	(20,658		)	(0.39		)	(657		)	(0.01		)
Total adjustments	36,920			0.69			1,200			0.03
Non-GAAP Adjusted Net Income and Adjusted EPS	$	31,389		$	0.59		$	27,373		$	0.52

(1) Adjustments relate to G&A expenses

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



	Three Months Ended June 30,
	2016			2015
(In thousands)
GAAP Net (Loss) Income	$	(5,531	)	$	26,173
Adjustments:
Adjustments to reconcile net (loss) income to net cash provided by operating activities as shown in the Statement of Cash Flows	56,796			22,856
Changes in operating assets and liabilities, net of effects from acquisitions as shown in the Statement of Cash Flows	(514		)	(5,508		)
Total adjustments	56,282			17,348
GAAP Net cash provided by operating activities	50,751			43,521
Purchases of property and equipment	(895		)	(780		)
Non-GAAP Free Cash Flow	49,856			42,741
Integration, transition and other payments associated with acquisitions and divestitures	331			—
Adjusted Non-GAAP Free Cash Flow	$	50,187		$	42,741

Outlook for Fiscal Year 2017:

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



	2017 Projected EPS
	Low		High
Projected FY'17 GAAP EPS	$	1.55	$	1.61
Adjustments:
Costs associated with DenTek integration	0.08		0.08
Loss on sale of assets	0.67		0.67
Total Adjustments	0.75		0.75
Projected Non-GAAP Adjusted EPS	$	2.30	$	2.36

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



	2017 Projected Free Cash Flow
(In millions)
Projected FY'17 GAAP Net cash provided by operating activities	$	190
Additions to property and equipment for cash	(8		)
Projected Non-GAAP Free Cash Flow	182
Payments associated with acquisitions	3
Adjusted Non-GAAP Projected Free Cash Flow	$	185

exhibit992prestigebrands

Exhibit 99.1

This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company’s expected financial performance, including revenue growth, adjusted EPS, and adjusted free cash flow, expansion of market share for the Company’s Invest for Growth brands, the Company’s investment in digital, product development and marketing initiatives, the impact of and expected use of proceeds from recent brand divestitures, and the Company’s ability to de-lever and increase M&A capacity. 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, general economic and business conditions, regulatory matters, competitive pressures, the impact of the Company’s digital, product development and marketing initiatives, supplier issues, unexpected costs, 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, 2016. 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. All adjusted GAAP numbers presented are reconciled to their closest GAAP measurement in the attached reconciliation schedule and in our earnings release in the “About Non-GAAP Financial Measures” section.

Agenda for Today's Discussion I. Performance Highlights II. Financial Oueruiew Ill. FY 17 Outloo� and the Road Ahead First Qu arter FY 17 Results 3

I. Performance Highlights Dramamine· Co 41BM#@R+ Cli!Gr eyes® MONISTAT� � (§$1,ffl Debrox�

Invest for Growth portfolio is comprised of Core OTC brands and International.*

 Q1 consolidated Revenue of $209.6 million, up 9.1% versus PY Q1 — Organic growth of approximately +1%(1) on a constant currency basis, following a strong Q4 — Revenue growth of +4.4% for Invest for Growth* portfolio on a constant currency basis(1) — DenTek contributed $16.6 million of Revenue during the quarter  Consistent and innovative marketing supports long-term growth of Invest for Growth brands — New product introductions driving growth of Invest for Growth brands — Strategy of focusing A&P behind Invest for Growth portfolio  Gross Margin of 58.0% in line with PY Q1  Adjusted EPS of $0.59(2), up 13.5% versus the PY Q1  Strong Adjusted Free Cash Flow of $50.2(2) million, exceeding the PY Q1 of $42.7 million — Leverage of 4.8x(3)  DenTek integration completed — Focus on enhancing and executing marketing plans  Divested three brands from Manage for Cash portfolio, which consists of non-core OTC and Household Cleaning — Meaningful progress toward goal of 85% of Revenue from Invest for Growth brands Invest for Growth portfolio is comprised of Core OTC brands and International.*

Source: Data reflects retail dollar sales percentage growth versus prior period for consumption growth and organic revenue growth. FY 15 and FY 16 data shown as previously presented for Core OTC. Q1 FY 17 data for Invest for Growth portfolio comprised of Core OTC brands and International. Core OTC brands reflect: Monistat (after Q2 FY 16), BC/Goody’s, Clear Eyes, Dramamine, Debrox, Chloraseptic, Luden’s, Little Remedies, Compound W, Nix (after Q2 FY 16), Beano, Efferdent and The Doctor’s IRI multi-outlet + C-Store retail dollar sales for relevant period. International includes Canadian consumption for leading retailers, and Australia/ROW shipment data as a proxy for consumption. FY 15 >2x Category Growth 4.1% 8.3% 3.3% 3.5% 5.9% 4.4% FY 16 Q1 FY 17 * *

   

Canada’s #1 Selling heartburn relief brand; long-lasting relief Retail & Club Store Displays Begins working immediately; Acid-shielding foam barrier neutralizes excess stomach acid

A full line of nasal saline products for adults and children A full line of oral rehydration products for adults and children +25% Growth Since Acquisition+25% Growth Since Acquisition

Murine/Clear Eyes: Expanding Our International Eye Care Footprint • New Zealand I 5"'111YON10Cl0SCDC'IEL10S • Eye mist "'CfearEyes PHARMACY MEDICINE • Clear eyes PHARMACY MEDICINE • Clear eyes'J\ Australia � ........ ffltat- loochn.., ........... RED EYES son'. EY£S ORV EY£S ..G'l.wr.r'- -�- Nordic OooM>qn Cleareyes 0,1.)m,:lml njendraber ""in-;rw n11ph;m1tinhtrdmr.hlorid Cleye 0,12mglml gyedrAper opplssning n•fa,olinhydroldorid �u arter F y Hong Kong South Africa - 1 7 •,-.1U�""l :moisture eyes • '-"I ••' .;; · •. . . . ' 15 rnl �··pen 1 .. '" I • t,1UR).!'IE' ij i clear eyes _eye_ • Results MU�NE ® Chile Korea 1 1

Dramamine· II. Financial Oueruiew Co 41BM#@R+ Cli!Gr eyes® MONISTAT� � (§$1,ffl Debrox�

 Excellent overall financial performance in the quarter − Revenue of $209.6 million, an increase of 9.1% − Adjusted EPS of $0.59(2), up 13.5% − Adjusted Free Cash Flow increase of 17.4% to $50.2 million(2) $192.1 $69.6 $42.7 $209.6 $76.6 $50.2 Total Revenue Adjusted EBITDA Adjusted EPS Adjusted Free Cash Flow Q1 FY 17Q1 FY 16 9.1% 10.0% 13.5% 17.4% $0.52 $0.59 (2) (2) (2) Dollar values in millions, except per share data.

Q1 FY 17 Q1 FY 16 % Chg Total Revenue 209.6$ 192.1$ 9.1% Gross Margin 121.6 112.2 8.3% % Margin 58.0% 58.4% A&P 27.6 26.4 4.6% % Total Revenue 13.2% 13.8% Adjusted G&A(2) 17.3 16.2 7.1% % Total Revenue 8.3% 8.4% Adjusted EBITDA(2) 76.6$ 69.6$ 10.0% % Margin 36.6% 36.2% Adjusted Net Income(2) 31.4$ 27.4$ 14.7% Adjusted Earnings Per Share(2) 0.59$ 0.52$ 13.5%  Revenue growth of +9.1% – Organic growth of approximately 1% excluding the impact of Fx – DenTek contributed $16.6 million of Revenue during the quarter  Gross Margin of 58.0%  A&P 13.2% of Revenue, $1.2 million more than Q1 FY 16  Adjusted EBITDA Margin of 36.6%(2)  Adjusted Net Income +14.7%(2) over Q1 FY16, ahead of topline growth Dollar values in millions, except per share data.

Q1 FY 17 Q1 FY 16 Net Income - As Reported (5.5)$ 26.2$ Depreciation & Amortization 6.8 5.7 Other Non-Cash Operating Items 50.0 17.1 Working Capital (0.5) (5.5) Operating Cash Flow 50.8$ 43.5$ Additions to Property and Equipment (0.9) (0.8) Payments Associated with M&A 0.3 - Adjusted Free Cash Flow 50.2$ 42.7$  Net Debt at 6/30/16 of $1,574 million comprised of: – Cash on hand of $29 million – $853 million of term loan and revolver – $750 million of bonds  Leverage ratio(3) of 4.8x  Ongoing management of capital structure and debt refinancing continues to support rapid deleveraging – Interest expense is down vs Q1 FY 16 on higher debt level  Subsequent Manage for Cash brand sale resulted in proceeds of $40 million, received in Q2 FY17, to be used for incremental deleveraging – Reduces pro forma leverage by ~0.1x (4) (2) Dollar values in millions. Increase in Other Non-Cash Operating Items reflects after tax loss of approximately $35 million related to divestitures.* *

 IT systems and processes integrated  Offices transitioned and majority of positions filled  Regulatory and quality functions integrated  Go-to-market strategy in-place and selling organization integrated  Optimizing supplier network  Investments in tooling to expand capacity  Marketing strategy formation underway  Brand plans and new product / innovation pipeline being developed

 Prestige sold the PediaCare, Fiber Choice and New Skin brands to Moberg Pharma AB in early July for $40 million in cash  Transaction will allow greater focus on Invest for Growth portfolio and moves Prestige toward the stated target of 85% of sales from Invest for Growth brands  Transaction will not impact FY2017 outlook for Adjusted EPS or Adjusted Free Cash Flow as reduced D&A and interest expense largely offset divested operating profit  Utilize sales proceeds to continue to delever, reduce interest expense and build additional acquisition capacity

Ill. FY 17 Outlook and the Road Ahead Dramamine· Co 41BM#@R+ Cli!Gr eyes® MONISTAT� � (§$1,ffl Go!'!1f.!-'!!ne Debrox· Ca re na

 Revenue growth of +6% to +8% (including $11 million of impact from Fx and discontinued items) — 1H +6.5% to +8.5%, 2H +5.5% to +7.5% — Organic growth of +1.5% to +2.0%  Revenue growth of +4% to +6% (including $11 million of impact from Fx and discontinued items) — 1H +5.0% to +7.0%, 2H +2.5% to +4.5% — No change  Adjusted EPS +6% to +9% ($2.30 to $2.36)(5)  No change  Adjusted Free Cash Flow of $185 million(6) or more  No change

 Continue Invest for Growth market share expansion with strong momentum heading into Q2  Increase digital investments  Focus on new product development and marketing innovation  Expand focus on developing professional marketing  Focus on all channels of distribution including c-store, dollar, and e-commerce  Integration completed  Executing on A&P plan, set stage for continued long term growth  Prioritize and invest in new product pipeline  Manage for Cash brand divestitures consistent with stated strategy and accretive to organic growth  Rapid deleveraging and increasing M&A capacity expected in FY 17  Opportunity set consistent with long term trends  Committed to aggressive and disciplined M&A strategy

Care First �u arter FY 17 Results �21

(1) Organic 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 G&A, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted EPS, Adjusted Free Cash Flow are Non-GAAP financial measures and are reconciled to their most closely related GAAP financial measures in the attached Reconciliation Schedule and in our earnings release in the “About Non-GAAP Financial Measures” section. (3) Leverage ratio reflects net debt / covenant defined EBITDA. (4) Operating cash flow is equal to GAAP net cash provided by operating activities. (5) Adjusted EPS for FY 17 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 $1.55 to $1.61 plus $0.08 of costs associated with DenTek integration plus $0.67 of costs associated with the loss on sale of assets, resulting in $2.30 to $2.36. (6) Adjusted Free Cash Flow for FY 17 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 $190 million less projected capital expenditures of $8 million plus payments associated with acquisitions of $3 million.

Three Months Ended June 30, 2016 2015 (In Thousands) GAAP Total Revenues $ 209,575 $ 192,132 Adjustments: DenTek revenues (16,627) - Total adjustments (16,627) - Non-GAAP Organic Revenues 192,948 192,132 Organic Revenue Growth 0.4% Impact of foreign currency exchange rates (829) Non-GAAP Organic Revenues on a constant currency basis $ 192,948 $ 191,303 Constant Currency Organic Revenue Growth 0.9%

Three Months Ended June 30, 2016 2015 (In Thousands) GAAP General and Administrative Expense $ 19,457 $ 17,589 Adjustments: Costs Associated with CEO transition - 1,406 Legal and professional fees associated with acquisitions and divestitures 484 - Integration, transition and other costs associated with acquisitions and divestitures 1,641 - Total adjustments 2,125 1,406 Non-GAAP Adjusted General and Administrative Expense $ 17,332 $ 16,183 Non-GAAP Adjusted General and Administrative Expense Percentage 8.3% 8.4% Three Months Ended June 30, 2016 2015 (In Thousands) GAAP Net (Loss) Income $ (5,531) $ 26,173 Interest expense, net 21,127 21,884 (Benefit) provision for income taxes (3,382) 13,997 Depreciation and amortization 6,832 5,720 Non-GAAP EBITDA 19,046 67,774 Adjustments: Costs associated with CEO transitions - 1,406 Legal and professional fees associated with acquisitions and divestitures(1) 484 - Integration, transition and other costs associated with acquisitions and divestitures 1,641 - Loss on extinguishment of debt - 451 Loss on sale of assets 55,453 - Total adjustments 57,578 1,857 Non-GAAP Adjusted EBITDA $ 76,624 $ 69,631 Non-GAAP Adjusted EBITDA Margin 36.6% 36.2%

Three Months Ended June 30, 2016 2015 Net Income EPS Net Income EPS (In Thousands) GAAP Net (Loss) Income $ (5,531) $(0.10) $ 26,173 $ 0.49 Adjustments: Costs associated with CEO transition - - 1,406 0.03 Legal and professional fees associated with acquisitions and divestitures 484 0.01 - - Integration, transition and other costs associated with acquisitions and divestitures 1,641 0.03 - - Loss on extinguishment of debt - - 451 0.01 Loss on sale of assets 55,453 1.04 - - Tax impact of adjustments (20,658) (0.39) (657) (0.01) Total Adjustments 36,920 0.69 1,200 0.03 Non-GAAP Adjusted Net Income and Adjusted EPS $ 31,389 $ 0.59 $ 27,373 $ 0.52 Three Months Ended June 30, 2016 2015 (In Thousands) GAAP Net (Loss) Income $ (5,531) $ 26,173 Adjustments: Adjustments to reconcile net (loss) income to net cash provided by operating activities as shown in the Statement of Cash Flows 56,796 22,856 Changes in operating assets and liabilities, net of effects from acquisitions as shown in the Statement of Cash Flows (514) (5,508) Total Adjustments 56,282 17,348 GAAP Net cash provided by operating activities 50,751 43,521 Purchase of property and equipment (895) (780) Non-GAAP Free Cash Flow 49,856 42,741 Integration, transition and other payments associated with acquisitions and divestitures 331 - Non-GAAP Adjusted Free Cash Flow $ 50,187 $ 42,741

2017 Projected EPS Low High Projected FY'17 GAAP EPS $ 1.55 $ 1.61 Adjustments: Costs associated with DenTek integration 0.08 0.08 Loss on sale of assets 0.67 0.67 Total Adjustments 0.75 0.75 Projected Non-GAAP Adjusted EPS $ 2.30 $ 2.36 2017 Projected Free Cash Flow (In millions) Projected FY'17 GAAP Net Cash provided by operating activities $ 190 Additions to property and equipment for cash (8) Projected Non-GAAP Free Cash Flow 182 Payments associated with acquisitions 3 Adjusted Non-GAAP Projected Free Cash Flow 185

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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