Irinquiries@prestigebrands.com
Prestige Consumer Healthcare Inc.
660 White Plains Road – Ste 250
Tarrytown, NY 10591
Telephone: 914-524-6819
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): February 2, 2017
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 February 2, 2017, Prestige Brands Holdings, Inc. (the “Company”) announced financial results for the fiscal quarter ended December 31, 2016. A copy of the press release announcing the Company's earnings results for the fiscal quarter ended December 31, 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 February 2, 2017, representatives of the Company began making presentations to investors regarding the Company's financial results for the quarter ended December 31, 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: February 2, 2017 | PRESTIGE BRANDS HOLDINGS, INC. | ||
By: | /s/ Christine Sacco | ||
Christine Sacco | |||
Chief Financial Officer | |||
EXHIBIT INDEX
Exhibit | Description | |
99.1 | Press Release dated February 2, 2017 announcing the Company's financial results for the fiscal quarter ended December 31, 2016 (furnished only). | |
99.2 | Investor Presentation in use beginning February 2, 2017 (furnished only). | |
Exhibit 99.1
Prestige Brands Holdings, Inc. Reports Third Quarter Fiscal 2017 Results
▪ | Q3 Revenues Up 8.3% to $216.8 Million; First Nine Month Revenues Up 7.2% |
▪ | Q3 GAAP Diluted EPS Increased Approximately 11% to $0.59; Non-GAAP Adjusted EPS Increased Approximately 15% to $0.61 |
▪ | Reduced Debt by $65 Million and Increased Cash Approximately $33 Million in Q3; Cumulative First Nine Month Debt Reduction of $215.5 million |
▪ | Previously Announced Fleet Transaction Successfully Closed on January 26th |
▪ | Reaffirms Full Year FY’17 Outlook, Excluding Fleet |
TARRYTOWN, N.Y.--(BUSINESS WIRE)--Feb. 2, 2017-- Prestige Brands Holdings, Inc. (NYSE-PBH) today announced results for the third quarter of fiscal year 2017, which ended December 31, 2016.
“We are very pleased with our overall results of the third fiscal quarter, which include strong revenue, strong earnings per share and free cash flow,” said Ron Lombardi, CEO.
“Third quarter fiscal 2017 was eventful for the Company, as we divested multiple non-core brands and announced the acquisition of C.B. Fleet Company.” Mr. Lombardi continued, “These strategic moves completed over the last 12 months shift our portfolio favorably toward our stated long-term organic sales growth objectives.”
Third Quarter Fiscal 2017 Results Ended December 31, 2016
Reported revenues for the third quarter of fiscal 2017 were $216.8 million, an increase of 8.3% over the prior year comparable quarter’s revenues of $200.2 million. These results reflect consumption increases across the Company’s invest for growth portfolio and the addition of the DenTek business, partially offset by the divestitures of New Skin®, PediaCare® and Fiber Choice®. Excluding these acquisitions and divestitures, third quarter fiscal 2017 non-GAAP organic revenue growth, on a constant currency basis, increased 2.8% versus the prior year comparable quarter.
Reported net income for the third quarter of fiscal 2017 totaled $31.6 million, an increase of 13.0% over the prior year comparable quarter’s net income of $28.0 million. Diluted earnings per share of $0.59 for the third quarter of fiscal 2017 compared to $0.53 in the prior year comparable period. Non-GAAP adjusted net income for the third quarter of fiscal 2017 was $32.6 million, an increase of 14.9% over the prior year period’s adjusted net income of $28.4 million. Non-GAAP adjusted earnings per share were $0.61 per share for the third quarter of fiscal 2017, compared to $0.53 per share in the prior year comparable period. Adjustments to net income in the third fiscal quarter of 2017 included integration, transition, and other costs associated with the acquisition and divestitures, a net gain related to the divestiture of certain non-core brands, and the related income tax effects of the adjustments. Adjustments to net income in the third fiscal quarter of 2016 included integration, transition, and other costs associated with acquisitions and divestitures.
Nine Months Ended Results December 31, 2016
Reported revenues for the nine month period ended December 31, 2016 totaled $641.4 million, an increase of 7.2% over the prior year comparable nine month period’s revenues of $598.4 million. On a non-GAAP organic basis, excluding foreign currency fluctuations, acquisitions, and divestitures, revenues increased 1.0% versus the prior year comparable period.
Reported net income for the first nine months of fiscal 2017 totaled $58.3 million compared with the prior year comparable period’s net income of $86.0 million. Reported diluted earnings per share for the first nine month period of fiscal 2017 were $1.09, compared to the prior year comparable period’s reported diluted earnings per share of $1.62 per share. Non-GAAP adjusted net income for the first nine month period of fiscal 2017 totaled $97.8 million, or $1.83 per share, compared to $87.5 million, or $1.65 per share, during the prior year comparable period. Adjustments to net income in the first nine months of fiscal year 2017 included accelerated amortization of debt origination costs, integration, transition, and other costs associated with the acquisitions and divestitures, a net charge related to the divestiture of certain non-core brands, and related income tax effects of the adjustments. Adjustments to net income in the first nine months of fiscal year 2016 included costs associated with the CEO transition, integration, transition, and other costs associated with acquisitions and divestitures, and loss on extinguishment of debt.
Free Cash Flow & Balance Sheet
The Company's reported net cash provided by operating activities for the third fiscal quarter decreased 12.6% to $40.1 million due principally to the approximately $8.6 million payment of taxes related to the sale of non-core brands. Non-GAAP adjusted free cash flow for the third fiscal quarter increased 8.3% to $49.6 million compared to the prior year comparable quarter.
For the first nine months of fiscal 2017, net cash provided by operating activities increased 2.9% to $140.3 million, while non-GAAP adjusted free cash flow increased 10.7% to $149.1 million compared to the prior year's period.
The Company's net debt, as defined by principal amount debt less cash and cash equivalents, decreased by $97.8 million during the third fiscal quarter of 2017 to approximately $1.4 billion at December 31, 2016, reflecting total debt repayments and accumulation of cash for the first nine months of fiscal 2017. Proceeds from the divestiture of certain non-core brands are included in fiscal third quarter of 2017 debt repayments. At December 31, 2016, the Company's covenant-defined leverage ratio improved to approximately 4.3x.
Segment Review
Reported revenues for the North American OTC Healthcare segment were $177.3 million for the third quarter of fiscal 2017, 7.4% higher than the prior year comparable quarter's revenues of $165.1 million. For the first nine months of the current fiscal year, reported revenues for the North American OTC Healthcare segment were $521.8 million, an increase of 7.2% compared to $486.9 million in the prior year comparable period.
Reported revenues for the International OTC Healthcare segment for the third quarter of fiscal 2017 were $18.5 million, 33.6% higher than the $13.8 million reported in the prior year comparable period. For the first nine months of the current fiscal year, reported revenues for the International OTC Healthcare segment were $53.1 million, an increase of 22.7% over the prior year comparable period’s revenues of $43.3 million. Revenues for both the North American OTC Healthcare segment and the International OTC Healthcare segment were impacted by solid consumption levels as well as revenues from DenTek.
Reported revenues for the Household Cleaning segment were $21.0 million for the third quarter of fiscal 2017, a decrease of 1.4% over the prior year comparable quarter's revenues of $21.3 million. Excluding prior year revenues associated with royalty income subsequently divested, Household Cleaning segment revenues increased slightly. For the first nine months of the current fiscal year, reported revenues for the Household Cleaning segment were $66.5 million, a decrease of 2.6% over the prior year comparable nine month period’s revenues of $68.3 million.
Fiscal 2017 Full-Year Outlook and Additional Commentary
Fiscal 2017 Full-Year Outlook (excludes Fleet) | |
Revenue Growth | 4.5-6.0% |
Adjusted E.P.S.* | $2.32-2.36 |
Adjusted Free Cash Flow* | $190 mm or more |
*See the “About Non-GAAP Financial Measures” of this report for further presentation information.
Ron Lombardi, CEO of Prestige Brands, stated “We were pleased with fiscal third quarter sales results, which experienced purchase patterns from our largest customers that aligned more closely with consumption trends versus fiscal 2Q. Our year-to-date organic growth rate of 1.0% speaks to the strength and diversity of our evolving domestic and international product portfolio and our long-term brand building initiatives. Looking ahead, we expect our positive fiscal 3Q momentum to continue and anticipate full-year adjusted EPS guidance to come in at the high end of our guided range, despite the divestiture of multiple non-core brands during fiscal 2017.”
Mr. Lombardi continued, “Furthermore, we are excited about the recent closure of the C.B. Fleet acquisition and look forward to executing on our core competencies of acquiring, integrating and growing businesses through investment in brand-building and innovation. This transaction marks our eighth acquisition in approximately six years, continuing our proven strategy to grow our portfolio and increase shareholder value. Over time, we expect Fleet to contribute towards our long-term growth targets, as it fits into our well-established brand building platform,” he said.
Q3 Conference Call & Accompanying Slide Presentation
The Company will host a conference call to review its third quarter results on February 2, 2017 at 8:30 am EST. The toll-free dial-in numbers are 844-233-9440 within North America and 574-990-1016 outside of North America. The conference ID is 49320260. 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 49320260.
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® and Summer’s Eve® women's health products, BC® and Goody's® pain relievers, Clear Eyes® eye care products, DenTek® specialty oral care products, Dramamine® motion sickness treatments, Chloraseptic® sore throat treatments, Compound W® wart treatments, Little Remedies® pediatric over-the-counter products, The Doctor's®
NightGuard® dental protector, Efferdent® denture care products, Luden's® throat drops, Beano® gas prevention, Debrox® earwax remover, Gaviscon® antacid in Canada, and Hydralyte® rehydration products and the Fess® line of nasal and sinus care products in Australia. 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," "objective," "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, the Company’s ability to meet organic growth targets and increase shareholder value, and the success of the Company’s acquisition of Fleet. 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 the Company’s advertising and promotional and new product development initiatives, customer inventory management initiatives, the failure to successfully integrate the Fleet brands, general economic and business conditions, fluctuating foreign exchange rates, consumer trends, competitive pressures, and the ability of the Company’s third party manufacturers and suppliers to meet demand for its 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, Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, and other periodic reports filed with the Securities and Exchange Commission.
Prestige Brands Holdings, Inc.
Consolidated Statements of Income and Comprehensive Income
(Unaudited)
Three Months Ended December 31, | Nine Months Ended December 31, | ||||||||||||||
(In thousands, except per share data) | 2016 | 2015 | 2016 | 2015 | |||||||||||
Revenues | |||||||||||||||
Net sales | $ | 216,732 | $ | 199,485 | $ | 640,519 | $ | 596,034 | |||||||
Other revenues | 31 | 710 | 871 | 2,358 | |||||||||||
Total revenues | 216,763 | 200,195 | 641,390 | 598,392 | |||||||||||
Cost of Sales | |||||||||||||||
Cost of sales (exclusive of depreciation shown below) | 92,216 | 83,411 | 271,287 | 249,432 | |||||||||||
Gross profit | 124,547 | 116,784 | 370,103 | 348,960 | |||||||||||
Operating Expenses | |||||||||||||||
Advertising and promotion | 30,682 | 29,935 | 86,909 | 84,250 | |||||||||||
General and administrative | 22,131 | 18,135 | 60,383 | 52,186 | |||||||||||
Depreciation and amortization | 5,852 | 6,071 | 18,700 | 17,478 | |||||||||||
(Gain) loss on divestitures | (3,405 | ) | — | 51,552 | — | ||||||||||
Total operating expenses | 55,260 | 54,141 | 217,544 | 153,914 | |||||||||||
Operating income | 69,287 | 62,643 | 152,559 | 195,046 | |||||||||||
Other (income) expense | |||||||||||||||
Interest income | (46 | ) | (31 | ) | (149 | ) | (91 | ) | |||||||
Interest expense | 18,600 | 19,493 | 60,660 | 62,104 | |||||||||||
Loss on extinguishment of debt | — | — | — | 451 | |||||||||||
Total other expense | 18,554 | 19,462 | 60,511 | 62,464 | |||||||||||
Income before income taxes | 50,733 | 43,181 | 92,048 | 132,582 | |||||||||||
Provision for income taxes | 19,092 | 15,186 | 33,743 | 46,611 | |||||||||||
Net income | $ | 31,641 | $ | 27,995 | $ | 58,305 | $ | 85,971 | |||||||
Earnings per share: | |||||||||||||||
Basic | $ | 0.60 | $ | 0.53 | $ | 1.10 | $ | 1.63 | |||||||
Diluted | $ | 0.59 | $ | 0.53 | $ | 1.09 | $ | 1.62 | |||||||
Weighted average shares outstanding: | |||||||||||||||
Basic | 52,999 | 52,824 | 52,960 | 52,727 | |||||||||||
Diluted | 53,359 | 53,203 | 53,339 | 53,106 | |||||||||||
Comprehensive income, net of tax: | |||||||||||||||
Currency translation adjustments | (8,736 | ) | 4,922 | (11,857 | ) | (6,562 | ) | ||||||||
Total other comprehensive (loss) income | (8,736 | ) | 4,922 | (11,857 | ) | (6,562 | ) | ||||||||
Comprehensive income | $ | 22,905 | $ | 32,917 | $ | 46,448 | $ | 79,409 | |||||||
Prestige Brands Holdings, Inc.
Consolidated Balance Sheets
(Unaudited)
(In thousands) Assets | December 31, 2016 | March 31, 2016 | |||||
Current assets | |||||||
Cash and cash equivalents | $ | 63,289 | $ | 27,230 | |||
Accounts receivable, net | 104,388 | 95,247 | |||||
Inventories | 100,926 | 91,263 | |||||
Deferred income tax assets | 12,602 | 10,108 | |||||
Prepaid expenses and other current assets | 10,005 | 25,165 | |||||
Total current assets | 291,210 | 249,013 | |||||
Property and equipment, net | 12,865 | 15,540 | |||||
Goodwill | 345,485 | 360,191 | |||||
Intangible assets, net | 2,156,378 | 2,322,723 | |||||
Other long-term assets | 4,914 | 1,324 | |||||
Total Assets | $ | 2,810,852 | $ | 2,948,791 | |||
Liabilities and Stockholders' Equity | |||||||
Current liabilities | |||||||
Accounts payable | $ | 45,250 | $ | 38,296 | |||
Accrued interest payable | 8,399 | 8,664 | |||||
Other accrued liabilities | 78,675 | 59,724 | |||||
Total current liabilities | 132,324 | 106,684 | |||||
Long-term debt | |||||||
Principal amount | 1,437,000 | 1,652,500 | |||||
Less unamortized debt costs | (21,421 | ) | (27,191 | ) | |||
Long-term debt, net | 1,415,579 | 1,625,309 | |||||
Deferred income tax liabilities | 459,780 | 469,622 | |||||
Other long-term liabilities | 3,312 | 2,840 | |||||
Total Liabilities | 2,010,995 | 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 - 53,269 shares at December 31, 2016 and 53,066 shares at March 31, 2016 | 532 | 530 | |||||
Additional paid-in capital | 455,684 | 445,182 | |||||
Treasury stock, at cost - 332 shares at December 31, 2016 and 306 shares at March 31, 2016 | (6,594 | ) | (5,163 | ) | |||
Accumulated other comprehensive loss, net of tax | (35,382 | ) | (23,525 | ) | |||
Retained earnings | 385,617 | 327,312 | |||||
Total Stockholders' Equity | 799,857 | 744,336 | |||||
Total Liabilities and Stockholders' Equity | $ | 2,810,852 | $ | 2,948,791 | |||
Prestige Brands Holdings, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended December 31, | |||||||
(In thousands) | 2016 | 2015 | |||||
Operating Activities | |||||||
Net income | $ | 58,305 | $ | 85,971 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization | 18,700 | 17,478 | |||||
Loss on divestitures and sales of property and equipment | 51,807 | — | |||||
Deferred income taxes | (12,530 | ) | 31,591 | ||||
Amortization of debt origination costs | 6,129 | 5,433 | |||||
Stock-based compensation costs | 6,260 | 7,098 | |||||
Loss on extinguishment of debt | — | 451 | |||||
Gain on sale or disposal of property and equipment | — | (36 | ) | ||||
Changes in operating assets and liabilities, net of effects from acquisitions: | |||||||
Accounts receivable | (12,374 | ) | 2,453 | ||||
Inventories | (16,589 | ) | (7,114 | ) | |||
Prepaid expenses and other current assets | 11,149 | 5,472 | |||||
Accounts payable | 7,168 | (17,553 | ) | ||||
Accrued liabilities | 22,323 | 5,207 | |||||
Net cash provided by operating activities | 140,348 | 136,451 | |||||
Investing Activities | |||||||
Purchases of property and equipment | (1,935 | ) | (2,540 | ) | |||
Proceeds from divestitures | 110,717 | — | |||||
Proceeds from the sales of property and equipment | 85 | 344 | |||||
Proceeds from Insight Pharmaceuticals working capital arbitration settlement | — | 7,237 | |||||
Proceeds from DenTek working capital arbitration settlement | 1,419 | — | |||||
Net cash provided by investing activities | 110,286 | 5,041 | |||||
Financing Activities | |||||||
Term loan repayments | (130,500 | ) | (50,000 | ) | |||
Borrowings under revolving credit agreement | 20,000 | 15,000 | |||||
Repayments under revolving credit agreement | (105,000 | ) | (81,100 | ) | |||
Payments of debt origination costs | (9 | ) | (4,211 | ) | |||
Proceeds from exercise of stock options | 3,444 | 6,600 | |||||
Proceeds from restricted stock exercises | — | 544 | |||||
Excess tax benefits from share-based awards | 800 | 1,850 | |||||
Fair value of shares surrendered as payment of tax withholding | (1,431 | ) | (2,187 | ) | |||
Net cash used in financing activities | (212,696 | ) | (113,504 | ) | |||
Effects of exchange rate changes on cash and cash equivalents | (1,879 | ) | (333 | ) | |||
Increase in cash and cash equivalents | 36,059 | 27,655 | |||||
Cash and cash equivalents - beginning of period | 27,230 | 21,318 | |||||
Cash and cash equivalents - end of period | $ | 63,289 | $ | 48,973 | |||
Interest paid | $ | 54,615 | $ | 58,867 | |||
Income taxes paid | $ | 25,127 | $ | 9,014 | |||
Prestige Brands Holdings, Inc.
Consolidated Statements of Income
Business Segments
(Unaudited)
Three Months Ended December 31, 2016 | |||||||||||||||
(In thousands) | North American OTC Healthcare | International OTC Healthcare | Household Cleaning | Consolidated | |||||||||||
Gross segment revenues | $ | 178,097 | $ | 18,459 | $ | 21,000 | $ | 217,556 | |||||||
Elimination of intersegment revenues | (824 | ) | — | — | (824 | ) | |||||||||
Third-party segment revenues | 177,273 | 18,459 | 21,000 | 216,732 | |||||||||||
Other revenues | — | — | 31 | 31 | |||||||||||
Total segment revenues | 177,273 | 18,459 | 21,031 | 216,763 | |||||||||||
Cost of sales | 68,378 | 7,678 | 16,160 | 92,216 | |||||||||||
Gross profit | 108,895 | 10,781 | 4,871 | 124,547 | |||||||||||
Advertising and promotion | 26,800 | 3,502 | 380 | 30,682 | |||||||||||
Contribution margin | $ | 82,095 | $ | 7,279 | $ | 4,491 | 93,865 | ||||||||
Other operating expenses* | 24,578 | ||||||||||||||
Operating income | 69,287 | ||||||||||||||
Other expense | 18,554 | ||||||||||||||
Income before income taxes | 50,733 | ||||||||||||||
Provision for income taxes | 19,092 | ||||||||||||||
Net income | $ | 31,641 | |||||||||||||
*Other operating expenses for the three months ended December 31, 2016 includes a pre-tax net gain on divestitures of $3.4 million related primarily to e.p.t and Dermoplast. The assets and corresponding contribution margin associated with the pre-tax net gain on these divestitures are included within the North American OTC Healthcare segment.
Nine Months Ended December 31, 2016 | |||||||||||||||
(In thousands) | North American OTC Healthcare | International OTC Healthcare | Household Cleaning | Consolidated | |||||||||||
Gross segment revenues | $ | 523,988 | $ | 53,061 | $ | 65,658 | $ | 642,707 | |||||||
Elimination of intersegment revenues | (2,188 | ) | — | — | (2,188 | ) | |||||||||
Third-party segment revenues | 521,800 | 53,061 | 65,658 | 640,519 | |||||||||||
Other revenues | — | 6 | 865 | 871 | |||||||||||
Total segment revenues | 521,800 | 53,067 | 66,523 | 641,390 | |||||||||||
Cost of sales | 198,014 | 21,722 | 51,551 | 271,287 | |||||||||||
Gross profit | 323,786 | 31,345 | 14,972 | 370,103 | |||||||||||
Advertising and promotion | 76,651 | 8,870 | 1,388 | 86,909 | |||||||||||
Contribution margin | $ | 247,135 | $ | 22,475 | $ | 13,584 | 283,194 | ||||||||
Other operating expenses* | 130,635 | ||||||||||||||
Operating income | 152,559 | ||||||||||||||
Other expense | 60,511 | ||||||||||||||
Income before income taxes | 92,048 | ||||||||||||||
Provision for income taxes | 33,743 | ||||||||||||||
Net income | $ | 58,305 | |||||||||||||
*Other operating expenses for the nine months ended December 31, 2016 includes a pre-tax net loss of $51.6 million related to divestitures. These divestitures include Pediacare, New Skin, Fiber Choice, e.p.t, Dermoplast and license rights in certain geographic areas pertaining to Comet. The assets and corresponding contribution margin associated with the pre-tax net loss on divestitures related to Pediacare, New Skin, Fiber Choice, e.p.t and Dermoplast are included within the North American OTC Healthcare segment, while the pre-tax gain on sale of license rights related to Comet are included in the Household Cleaning segment.
Three Months Ended December 31, 2015 | |||||||||||||||
(In thousands) | North American OTC Healthcare | International OTC Healthcare | Household Cleaning | Consolidated | |||||||||||
Gross segment revenues** | $ | 165,287 | $ | 13,803 | $ | 20,623 | $ | 199,713 | |||||||
Elimination of intersegment revenues | (228 | ) | — | — | (228 | ) | |||||||||
Third-party segment revenues | 165,059 | 13,803 | 20,623 | 199,485 | |||||||||||
Other revenues** | — | 9 | 701 | 710 | |||||||||||
Total segment revenues | 165,059 | 13,812 | 21,324 | 200,195 | |||||||||||
Cost of sales** | 62,655 | 4,964 | 15,792 | 83,411 | |||||||||||
Gross profit | 102,404 | 8,848 | 5,532 | 116,784 | |||||||||||
Advertising and promotion | 26,472 | 2,838 | 625 | 29,935 | |||||||||||
Contribution margin | $ | 75,932 | $ | 6,010 | $ | 4,907 | 86,849 | ||||||||
Other operating expenses | 24,206 | ||||||||||||||
Operating income | 62,643 | ||||||||||||||
Other expense | 19,462 | ||||||||||||||
Income before income taxes | 43,181 | ||||||||||||||
Provision for income taxes | 15,186 | ||||||||||||||
Net income | $ | 27,995 | |||||||||||||
Nine Months Ended December 31, 2015 | |||||||||||||||
(In thousands) | North American OTC Healthcare | International OTC Healthcare | Household Cleaning | Consolidated | |||||||||||
Gross segment revenues** | $ | 489,265 | $ | 43,213 | $ | 65,984 | $ | 598,462 | |||||||
Elimination of intersegment revenues | (2,428 | ) | — | — | (2,428 | ) | |||||||||
Third-party segment revenues | 486,837 | 43,213 | 65,984 | 596,034 | |||||||||||
Other revenues** | 15 | 40 | 2,303 | 2,358 | |||||||||||
Total segment revenues | 486,852 | 43,253 | 68,287 | 598,392 | |||||||||||
Cost of sales** | 182,279 | 16,347 | 50,806 | 249,432 | |||||||||||
Gross profit | 304,573 | 26,906 | 17,481 | 348,960 | |||||||||||
Advertising and promotion | 74,107 | 8,338 | 1,805 | 84,250 | |||||||||||
Contribution margin | $ | 230,466 | $ | 18,568 | $ | 15,676 | 264,710 | ||||||||
Other operating expenses | 69,664 | ||||||||||||||
Operating income | 195,046 | ||||||||||||||
Other expense | 62,464 | ||||||||||||||
Income before income taxes | 132,582 | ||||||||||||||
Provision for income taxes | 46,611 | ||||||||||||||
Net income | $ | 85,971 | |||||||||||||
**Certain immaterial amounts relating to gross segment revenues, other revenues and cost of sales for each of the three and nine months ended December 31, 2015 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 have pursued various strategic initiatives and completed a number of acquisitions in recent years that have resulted in revenues that would not have otherwise been recognized. The frequency and the amount of such revenues vary significantly based on the size, timing and complexity of the transaction. In addition to financial results reported in accordance with GAAP, we disclose certain Non-GAAP financial measures ("NGFMs"), including, but not limited to, Non-GAAP Organic Revenues, Non-GAAP Organic Revenues on a Constant Currency basis, Non-GAAP Adjusted General and Administrative expenses, Non-GAAP Adjusted General and Administrative expense percentage, Non-GAAP EBITDA, Non-GAAP Adjusted EBITDA, Non-GAAP Adjusted EBITDA Margin, Non-GAAP Adjusted Net Income, Non-GAAP Adjusted EPS, Non-GAAP Free Cash Flow, and Non-GAAP Adjusted Free Cash Flow. We use these NGFMs internally, along with GAAP information, in evaluating our operating performance and in making financial and operational decisions. We believe that the presentation of these NGFMs provides investors with greater transparency, and provides a more complete understanding of our business than could be obtained absent these disclosures, because the supplemental data relating to our financial condition and results of operations provides additional ways to view our operation when considered with both our GAAP results and the reconciliations below. In addition, we believe that the presentation of each of these NGFMs is useful to investors for period-to-period comparisons of results in assessing shareholder value, and we use these NGFMs internally to evaluate the performance of our personnel and also to evaluate our operating performance and compare our performance to that of our competitors.
These NGFMs are not in accordance with GAAP, should not be considered as a measure of profitability or liquidity, and may not be directly comparable to similarly titled NGFMs reported by other companies. These NGFMs have limitations and they should not be considered in isolation from or as an alternative to their most closely related GAAP measures reconciled below. Investors should not rely on any single financial measure when evaluating our business. We recommend investors review the GAAP financial measures included in this earnings release. When viewed in conjunction with our GAAP results and the reconciliations below, we believe these NGFMs provide greater transparency and a more complete understanding of factors affecting our business than GAAP measures alone.
NGFMs Defined
We define our NGFMs presented herein as follows:
• | Non-GAAP Organic Revenues: GAAP Total Revenues excluding revenues associated with products acquired or divested in the periods presented. |
• | Non-GAAP Organic Revenues on a Constant Currency basis: Non-GAAP Organic Revenues excluding the impact of current year foreign exchange rates on total revenues. |
• | Non-GAAP Adjusted General and Administrative expenses: GAAP 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: Calculated as Non-GAAP Adjusted General and Administrative expense divided by GAAP Total Revenues. |
• | Non-GAAP EBITDA: GAAP Net Income less interest expense (income), income taxes, and depreciation and amortization. |
• | Non-GAAP Adjusted EBITDA: Non-GAAP EBITDA less certain other legal and professional fees, other acquisition-related costs, divestiture costs, costs associated with our CEO transition, loss on extinguishment of debt, and gain/loss on sale of assets. |
• | Non-GAAP Adjusted EBITDA Margin: Calculated as Non-GAAP Adjusted EBITDA divided by GAAP Total Revenues. |
• | Non-GAAP Adjusted Net Income: GAAP 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 due to sale of assets, loss on extinguishment of debt, gain/loss on sale of assets, applicable tax impacts associated with these items, income tax related to adjustments and other non-deductible items. |
• | Non-GAAP Adjusted EPS: Calculated as Non-GAAP Adjusted Net Income, divided by the weighted average number of common and potential common shares outstanding during the period. |
• | Non-GAAP Free Cash Flow: GAAP Net cash provided by operating activities less cash paid for capital expenditures. |
• | Non-GAAP Adjusted Free Cash Flow: Non-GAAP Free Cash Flow plus cash payments made for integration, transition, and other costs associated with acquisitions and divestitures and additional income tax payments due to sales of intangible assets. |
The following tables set forth the reconciliations of each of our NGFMs to their 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 December 31, | Nine Months Ended December 31, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
(In thousands) | |||||||||||||||
GAAP Total Revenues | $ | 216,763 | $ | 200,195 | $ | 641,390 | $ | 598,392 | |||||||
Revenue Growth | 8.3 | % | 7.2 | % | |||||||||||
Adjustments: | |||||||||||||||
DenTek revenues (1) | (17,327 | ) | — | (51,168 | ) | — | |||||||||
Revenues associated with divested brands(2) | — | (6,636 | ) | — | (13,542 | ) | |||||||||
Total adjustments | (17,327 | ) | (6,636 | ) | (51,168 | ) | (13,542 | ) | |||||||
Non-GAAP Organic Revenues | $ | 199,436 | $ | 193,559 | $ | 590,222 | $ | 584,850 | |||||||
Organic Revenue Growth (Decline) | 3.0 | % | 0.9 | % | |||||||||||
Impact of foreign currency exchange rates (3) | 384 | (521 | ) | ||||||||||||
Non-GAAP Organic Revenues on a constant currency basis | $ | 199,436 | $ | 193,943 | $ | 590,222 | $ | 584,329 | |||||||
Constant Currency Organic Revenue Growth | 2.8 | % | 1.0 | % | |||||||||||
(1) DenTek revenues are excluded for purposes of calculating Non-GAAP organic revenues. These revenue adjustments relate to our North American and International OTC Healthcare segment.
(2) Revenues of our divested brands have been excluded from the current year and the prior year for purposes of calculating Non-GAAP organic revenues. These revenue adjustments relate to our North American OTC Healthcare segment and our North America Household Cleaning segment.
(3) 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 December 31, | Nine Months Ended December 31, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
(In thousands) | |||||||||||||||
GAAP General and Administrative Expense | $ | 22,131 | $ | 18,135 | $ | 60,383 | $ | 52,186 | |||||||
Adjustments: | |||||||||||||||
Costs associated with CEO transition (1) | — | — | — | 1,406 | |||||||||||
Legal and professional fees associated with acquisitions and divestitures (2) | 2,544 | 1,016 | 3,129 | 1,016 | |||||||||||
Integration, transition and other costs associated with acquisitions and divestitures (2) | 638 | — | 3,699 | — | |||||||||||
Total adjustments | 3,182 | 1,016 | 6,828 | 2,422 | |||||||||||
Non-GAAP Adjusted General and Administrative Expense | $ | 18,949 | $ | 17,119 | $ | 53,555 | $ | 49,764 | |||||||
Non-GAAP Adjusted General and Administrative Expense Percentage | 8.7 | % | 8.6 | % | 8.3 | % | 8.3 | % | |||||||
(1) Costs relate to search fees associated with CEO and CFO transition and certain accelerated stock compensation costs related to our former CEO.
(2) Acquisition related items represent costs related to integrating recently acquired businesses including (but not limited to), costs to exit or convert contractual obligations, severance, information system conversion and consulting costs; and certain costs related to the consummation of the acquisition process such as legal and other acquisition related professional fees.
Reconciliation of GAAP Net Income to Non-GAAP EBITDA, Non-GAAP Adjusted EBITDA and related Non-GAAP Adjusted EBITDA Margin:
Three Months Ended December 31, | Nine Months Ended December 31, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
(In thousands) | |||||||||||||||
GAAP Net Income | $ | 31,641 | $ | 27,995 | $ | 58,305 | $ | 85,971 | |||||||
Interest expense, net | 18,554 | 19,462 | 60,511 | 62,013 | |||||||||||
Provision for income taxes | 19,092 | 15,186 | 33,743 | 46,611 | |||||||||||
Depreciation and amortization | 5,852 | 6,071 | 18,700 | 17,478 | |||||||||||
Non-GAAP EBITDA: | 75,139 | 68,714 | 171,259 | 212,073 | |||||||||||
Adjustments: | |||||||||||||||
Costs associated with CEO transition (1) | — | — | — | 1,406 | |||||||||||
Legal and professional fees associated with acquisitions and divestitures (2) | 2,544 | 1,016 | 3,129 | 1,016 | |||||||||||
Integration, transition and other costs associated with acquisitions and divestitures (2) | 638 | — | 3,699 | — | |||||||||||
Loss on extinguishment of debt | — | — | — | 451 | |||||||||||
(Gain) loss on divestitures | (3,405 | ) | — | 51,552 | — | ||||||||||
Total adjustments | (223 | ) | 1,016 | 58,380 | 2,873 | ||||||||||
Non-GAAP Adjusted EBITDA | $ | 74,916 | $ | 69,730 | $ | 229,639 | $ | 214,946 | |||||||
Non-GAAP Adjusted EBITDA Margin | 34.6 | % | 34.8 | % | 35.8 | % | 35.9 | % | |||||||
(1) Costs relate to search fees associated with CEO and CFO transition and certain accelerated stock compensation costs related to our former CEO.
(2) Acquisition related items represent costs related to integrating recently acquired businesses including (but not limited to), costs to exit or convert contractual obligations, severance, information system conversion and consulting costs; and certain costs related to the consummation of the acquisition process such as legal and other acquisition related professional fees.
Reconciliation of GAAP Net Income to Non-GAAP Adjusted Net Income and related Adjusted Earnings Per Share:
Three Months Ended December 31, | Nine Months Ended December 31, | ||||||||||||||||||||||||||
2016 | 2016 Adjusted EPS | 2015 | 2015 Adjusted EPS | 2016 | 2016 Adjusted EPS | 2015 | 2015 Adjusted EPS | ||||||||||||||||||||
(In thousands) | |||||||||||||||||||||||||||
GAAP Net Income | $ | 31,641 | $ | 0.59 | $ | 27,995 | $ | 0.53 | $ | 58,305 | $ | 1.09 | $ | 85,971 | $ | 1.62 | |||||||||||
Adjustments: | |||||||||||||||||||||||||||
Costs associated with CEO transition (1) | — | — | — | — | — | — | 1,406 | 0.03 | |||||||||||||||||||
Legal and professional fees associated with acquisitions and divestitures (2) | 2,544 | 0.05 | 1,016 | 0.02 | 3,129 | 0.06 | 1,016 | 0.02 | |||||||||||||||||||
Integration, transition and other costs associated with acquisitions and divestitures (2) | 638 | 0.01 | — | — | 3,699 | 0.07 | — | — | |||||||||||||||||||
Accelerated amortization of debt origination costs (5) | — | — | — | — | 1,131 | 0.02 | — | — | |||||||||||||||||||
Loss on extinguishment of debt | — | — | — | — | — | — | 451 | 0.01 | |||||||||||||||||||
(Gain) loss on divestitures | (3,405 | ) | (0.06 | ) | — | — | 51,552 | 0.97 | — | — | |||||||||||||||||
Tax impact of adjustments (3) | 2,638 | 0.05 | (657 | ) | (0.02 | ) | (18,586 | ) | (0.35 | ) | (1,314 | ) | (0.03 | ) | |||||||||||||
Income tax related to adjustments(4) | (1,477 | ) | (0.03 | ) | — | — | (1,477 | ) | (0.03 | ) | — | — | |||||||||||||||
Total adjustments | 938 | 0.02 | 359 | — | 39,448 | 0.74 | 1,559 | 0.03 | |||||||||||||||||||
Non-GAAP Adjusted Net Income and Adjusted EPS | $ | 32,579 | $ | 0.61 | $ | 28,354 | $ | 0.53 | $ | 97,753 | $ | 1.83 | $ | 87,530 | $ | 1.65 | |||||||||||
(1) Costs relate to search fees associated with CEO and CFO transition and certain accelerated stock compensation costs related to our former CEO.
(2) Acquisition related items represent costs related to integrating recently acquired businesses including (but not limited to), costs to exit or convert contractual obligations, severance, information system conversion and consulting costs; and certain costs related to the consummation of the acquisition process such as legal and other acquisition related professional fees.
(3) The income tax adjustments are determined using applicable rates in the taxing jurisdictions in which the above adjustments relate and includes both current and deferred income tax expense (benefit) based on the specific nature of the specific Non-GAAP performance measure.
(4) Income tax adjustments relate primarily to the expiration of certain statute of limitations associated with certain tax reserves.
(5) Higher amortization of debt origination costs resulting from debt payments on our term loan from the proceeds from divestitures.
Reconciliation of GAAP Net Income to Non-GAAP Free Cash Flow and Non-GAAP Adjusted Free Cash Flow:
Three Months Ended December 31, | Nine Months Ended December 31, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
(In thousands) | |||||||||||||||
GAAP Net Income | $ | 31,641 | $ | 27,995 | $ | 58,305 | $ | 85,971 | |||||||
Adjustments: | |||||||||||||||
Adjustments to reconcile net income to net cash provided by operating activities as shown in the Statement of Cash Flows | 3,978 | 19,119 | 70,366 | 62,015 | |||||||||||
Changes in operating assets and liabilities, net of effects from acquisitions as shown in the Statement of Cash Flows | 4,447 | (1,253 | ) | 11,677 | (11,535 | ) | |||||||||
Total adjustments | 8,425 | 17,866 | 82,043 | 50,480 | |||||||||||
GAAP Net cash provided by operating activities | 40,066 | 45,861 | 140,348 | 136,451 | |||||||||||
Purchases of property and equipment | (531 | ) | (857 | ) | (1,935 | ) | (2,540 | ) | |||||||
Non-GAAP Free Cash Flow | 39,535 | 45,004 | 138,413 | 133,911 | |||||||||||
Integration, transition and other payments associated with acquisitions and divestitures(1) | 1,461 | 796 | 2,144 | 796 | |||||||||||
Additional income tax payments associated with divestitures (2) | 8,589 | — | 8,589 | — | |||||||||||
Non-GAAP Adjusted Free Cash Flow | $ | 49,585 | $ | 45,800 | $ | 149,146 | $ | 134,707 | |||||||
(1) Acquisition related items represent payments related to integrating recently acquired businesses including (but not limited to), costs to exit or convert contractual obligations, severance, information system conversion and consulting costs; and certain costs related to the consummation of the acquisition process such as legal and other acquisition related professional fees.
(2) Additional income tax payments resulting from the proceeds from divestitures.
Outlook for Fiscal Year 2017:
Reconciliation of Projected GAAP EPS to Projected Non-GAAP Adjusted EPS:
2017 Projected EPS (2) | |||||||
Low | High | ||||||
Projected FY'17 GAAP EPS | $ | 1.55 | $ | 1.61 | |||
Adjustments: | |||||||
Costs associated with DenTek integration(1) | 0.08 | 0.08 | |||||
Loss on divestitures | 0.67 | 0.67 | |||||
Total Adjustments | 0.75 | 0.75 | |||||
Projected Non-GAAP Adjusted EPS | $ | 2.30 | $ | 2.36 | |||
(1) Acquisition related items represent costs related to integrating recently acquired businesses including (but not limited to), costs to exit or convert contractual obligations, severance, information system conversion and consulting costs; and certain costs related to the consummation of the acquisition process such as legal and other acquisition related professional fees. However, due to the timing of the recently acquired Fleet business, the amounts above exclude projections for that business.
(2) The above reconciliation of this forward-looking non-GAAP financial measure excludes the recently acquired Fleet business primarily due to the high variability and difficulty in making accurate forecasts and projections of some of the excluded information, together with some of the excluded information not being ascertainable or accessible, the Company is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measure without unreasonable efforts.
Reconciliation of Projected GAAP Net cash provided by operating activities to Projected Non-GAAP Adjusted Free Cash Flow:
2017 Projected Free Cash Flow (2) | |||
(In millions) | |||
Projected FY'17 GAAP Net cash provided by operating activities | $ | 191 | |
Additions to property and equipment for cash | (4 | ) | |
Projected Non-GAAP Free Cash Flow | 187 | ||
Payments associated with acquisitions(1) | 3 | ||
Projected Non-GAAP Adjusted Free Cash Flow | $ | 190 | |
(1) Acquisition related items represent costs related to integrating recently acquired businesses including (but not limited to), costs to exit or convert contractual obligations, severance, information system conversion and consulting costs; and certain costs related to the consummation of the acquisition process such as legal and other acquisition related professional fees. However, due to the timing of the recently acquired Fleet business, the amounts above exclude projections for that business.
(2) The above reconciliation of this forward-looking non-GAAP financial measure excludes the recently acquired Fleet business primarily due to the high variability and difficulty in making accurate forecasts and projections of some of the excluded information, together with some of the excluded information not being ascertainable or accessible, the Company is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measure without unreasonable efforts.
Exhibit 99.2
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;
the impact of the Fleet acquisition on revenues; the timing of the Fleet integration; the Company’s expected leverage and ability to meet
financial covenants; the expected growth and market position of the acquired Fleet brands; the impact of the Fleet acquisition on the Company’s
brand-building and product development initiatives; the ability to achieve synergies from the Fleet acquisition; and the Company’s ability to
leverage the Fleet manufacturing facility and R&D resources. Words such as “trend,” “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, difficulties successfully integrating the Fleet
brands, manufacturing facility and R&D resources, supplier issues, unexpected costs or liabilities, disruptions resulting from the integration of
Fleet, 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
and in Part II, Item 1A. Risk Factors in the Company’s Quarterly Report on Form 10-Q for the quarter ended December 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 footnoted and reconciled to their closest GAAP measurement in the attached reconciliation schedule
or in our earnings release in the “About Non-GAAP Financial Measures” section.
Q3 Revenue of $216.8 million, up 8.3% versus PY Q3
— Organic growth of 2.8%(1) on a constant currency basis
— Revenue growth of 4.3%(1) for Invest for Growth* portfolio
— International revenue up 6.5% in Q3 with particular strength in Care Pharma
Gross Margin of 57.5% in line with Q2 and expectations
Adjusted EPS of $0.61(2), up 15.1% versus PY Q3
Strong Adjusted Free Cash Flow of $49.6 million(2), above the PY Q3 of $45.8 million
— Leverage of 4.3x(3) compared to 5.0x at the beginning of FY 17
Successfully completed divestiture of three additional Manage for Cash brands
Closed previously announced C.B. Fleet transaction on January 26th, 2017 and financed primarily with Senior Secured
Incremental Term Loan
Invest for Growth portfolio comprised of Core OTC brands and International; reported on a constant currency basis. 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 17
Source: Data reflect retail dollar sales percentage growth versus prior period for consumption growth and organic revenue growth.
IRI MULO + C-Store retail dollar sales growth for relevant period.
FY 15 and FY 16 data shown as previously presented for Core OTC.
Q1, Q2, and Q3 FY 17 data for Invest for Growth portfolio comprised of Core OTC brands and International. (See slide 6 for additional details.)
FY 15
4.1%
8.3%
3.3%
1.5% 2.2% 2.5%
3.5%
5.9%
4.4%
0.9%
4.3% 3.2%
Q1
*
*
Q2 Q3
FY 16
Shipments to five largest mass
and drug accounts closely
matched consumption
YTD
July 2016 December 2016 December 2016 December 2016
February 2016 January 2017
* Announcement date
$225MM $825MM
~$625
~$800
~$1,000
FY 2013 FY 2016 Pro Forma
~65%
~80%
~85%
FY 2013 FY 2016 Pro Forma
~65%
~70%
~75%
FY 2013 FY 2016 Pro Forma
+ ~1.3x + ~5% pts
+ ~5% pts
2
5
7
FY 2013 FY 2016 Pro Forma
Dollar values in millions
Note: All charts refer to Total Revenue or Revenue mix as % of total.
+ 1.4x
~$275 ~$120 ~$120 ~$110 ~$110
Dollar values in millions
Note: Figures represent approximate annualized Total Revenues pro forma for C.B. Fleet acquisition.
~$100 ~$150
Temporary relief of minor
vaginal irritation and itching
pH-balanced, gentle
formulas
Cleanses odor-causing
bacteria
pH-balanced, alcohol-free
and hypoallergenic
Quick and discreet
pH-balanced, alcohol-free
and hypoallergenic
Neutralizes odor and
absorbs moisture
Hypoallergenic and infused
with Vitamin E
1972 1987 1989 1998
Source: IRI MULO period ending 12-25-16.
#1 Doctor recommended brand with leading market position in Enema and Liquid Glycerin Suppository categories
Brand is known for quality, safety, efficacy and reliability
Fleet product forms deliver highly effective relief in a fraction of the time it takes for traditional oral tablet laxatives
Robust innovation pipeline, increased marketing to the healthcare professional community, and new consumer communication
strategy focused on claims and benefits
Source: IRI MULO period ending 12-25-16.
Leverage Prestige’s scale to expand distribution
Strengthen and accelerate international growth
Invest meaningfully in Fleet’s brands and accelerate new product pipeline
Broaden established leadership in women’s health
Optimize operations to derive significant synergies over time
Identify opportunities to manufacture existing brands in-house and leverage R&D capabilities
Expect meaningful G&A savings that exceed 9% of C.B. Fleet’s Net Revenue
Integration and timing consistent with past transactions
Solid overall financial performance in the quarter
− Revenue of $216.8 million, an increase of 8.3%
− Adjusted EPS of $0.61(2), up 15.1%
− Adjusted Free Cash Flow of $49.6 million(2), an increase of 8.3%
$216.8
$74.9
$49.6
$200.2
$69.7
$45.8
Total Revenue Adjusted EBITDA Adjusted EPS Adjusted Free Cash Flow
Q3 FY 17 Q3 FY 16
8.3%
7.4% 15.1% 8.3%
$0.61 $0.53
(2) (2) (2)
Dollar values in millions, except per share data.
Revenue growth of +8.3%
– Organic growth of 2.8%
excluding the impact of Fx(1)
– DenTek contributed $17.3
million of revenue during
the quarter
Gross Margin of 57.5%
A&P 14.2% of Revenue, or $30.7
million
Adjusted EBITDA Margin of
34.6%(2)
Adjusted Net Income +15.1%(2)
over Q3 FY 16, ahead of topline
growth
Dollar values in millions, except per share data.
Three Months Ended Nine Months Ended
Q3 FY 17 Q3 FY 16 % Chg Q3 FY 17 Q3 FY 16 % Chg
Total Revenue 216.8$ 200.2$ 8.3% 641.4$ 598.4$ 7.2%
Gross Margin 124.5 116.8 6.6% 370.1 349.0 6.1%
% Margin 57.5% 58.3% 57.7% 58.3%
A&P 30.7 29.9 2.5% 86.9 84.3 3.2%
% Total Revenue 14.2% 15.0% 13.6% 14.1%
Adjusted G&A(2) 18.9 17.1 10.7% 53.6 49.8 7.6%
% Total Revenue 8.7% 8.6% 8.3% 8.3%
Adjusted EBITDA(2) 74.9$ 69.7$ 7.4% 229.6$ 214.9$ 6.8%
% Margin 34.6% 34.8% 35.8% 35.9%
Adjusted Net Income(2) 32.6$ 28.4$ 14.9% 97.8$ 87.5$ 11.7%
Adjusted Earnings Per Share(2) 0.61$ 0.53$ 15.1% 1.83$ 1.65$ 10.9%
Net Debt at 12/31/16 of $1,374 million comprised of:
– Cash on hand of $63 million
– $687 million of term loan and revolver
– $750 million of bonds
Leverage ratio(3) of 4.3x, below 5.0x at the beginning
of FY 17
Pro-forma leverage of 5.7x expected at year end FY
17 including acquisition of C.B. Fleet
C.B. Fleet acquisition financed primarily with Term
Loan at L+275
Dollar values in millions.
• YTD FY 17 increase in Other Non-Cash Operating Items principally related to Q1 FY 17 and Q3 FY 17 after tax loss of related to divestitures.
Three Months Ended Nine Months Ended
Q3 FY 17 Q3 FY 16 Q3 FY 17 Q3 FY 16
Net Income - As Reported 31.6$ 28.0$ 58.3$ 86.0$
Depreciation & Amortization 5.9 6.1 18.7 17.5
Other Non-Cash Operating Items * (1.9) 13.0 51.6 44.5
Working Capital 4.5 (1.3) 11.7 (11.5)
Operating Cash Flow(4) 40.1$ 45.9$ 140.3$ 136.5$
Additions to Property and Equipment (0.5) (0.9) (1.9) (2.5)
Payments Associated with M&A 1.5 0.8 2.1 0.8
Additional income tax payments
associated with divestitures 8.6 - 8.6 -
Adjusted Free C sh Flow(2) 49.6$ 45.8$ 149.1$ 134.7$
Revenue growth remains +4.5% to +6.0% for the year
— Q3 YTD Actual +7.2%
— Includes impact of divested brands
— Continuing to expect organic growth of +1.5% to +2.0% in second half
Expect high end of $2.30 to $2.36 range
Adjusted Free Cash Flow of $190 million or more
* Excludes impact of C.B. Fleet acquisition
(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 Schedules 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. The reconciliation of this forward-looking non-GAAP financial measure excludes the recently acquired Fleet
business primarily due to the high variability and difficulty in making accurate forecasts and projections of some of the excluded
information, together with some of the excluded information not being ascertainable or accessible, the Company is unable to
quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measure
without unreasonable efforts.
(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 $191 million less projected capital expenditures of $4 million
plus payments associated with acquisitions of $3 million.
Three Months Ended Dec. 31, Nine Months Ended Dec. 31,
2016 2015 2016 2015
(In Thousands)
GAAP Total Revenues 216,763$ 200,195$ 641,390$ 598,392$
Adjustments:
DenTek revenues (17,327) - (51,168) -
Revenues associated with divested brands - (6,636) - (13,542)
Total adjustments (17,327) (6,636) (51,168) (13,542)
Non-GAAP Organic Revenues 199,436 193,559 590,222 584,850
Organic Revenue Growth (Decline) 3.0% 0.9%
Impact of foreign currency exchange rates 384 (521)
Non-GAAP Organic Revenues on a constant currency basis 199,436$ 193,943$ 590,222$ 584,329$
Constant Currency Organic Revenue Growth 2.8% 1.0%
Three Months Ended Dec. 31, Nine Months Ended Dec. 31,
2016 2015 2016 2015
(In Thousands)
GAAP General and Administrative Expense 22,131$ 18,135$ 60,383$ 52,186$
Adjustments:
Costs Associated with CEO transition - - - 1,406
Legal and professional fees associated with acquisitions and
divestitures 2,544 1,016 3,129 1,016
Integration, transition and other costs associated with
acquisitions and divestitures 638 - 3,699 -
Total adjustments 3,182 1,016 6,828 2,422
Non-GAAP Adjusted General and Administrative Expense 18,949$ 17,119$ 53,555$ 49,764$
Non-GAAP Adjusted General and Administrative Expense
Percentage 8.7% 8.6% 8.3% 8.3%
Three Months Ended Dec. 31, Nine Months Ended Dec. 31,
2016 2015 2016 2015
(In Thousands)
GAAP Net (Loss) Income 31,641$ 27,995$ 58,305$ 85,971$
Interest expense, net 18,554 19,462 60,511 62,013
(Benefit) provision for income taxes 19,092 15,186 33,743 46,611
Depreciation and amortization 5,852 6,071 18,700 17,478
Non-GAAP EBITDA 75,139 68,714 171,259 212,073
Adjustments:
Costs associated with CEO transitions - - - 1,406
Legal and professional fees associated with acquisitions and
divestitures 2,544 1,016 3,129 1,016
Integration, transition and other costs associated with
acquisitions and divestitures 638 - 3,699 -
Loss on extinguishment of debt - - - 451
(Gain) loss on divestitures (3,405) - 51,552 -
Total adjustments (223) 1,016 58,380 2,873
Non-GAAP Adjusted EBITDA 74,916$ 69,730$ 229,639$ 214,946$
Non-GAAP Adjusted EBITDA Margin 34.6% 34.8% 35.8% 35.9%
Three Months Ended Dec. 31, Nine Months Ended Dec. 31,
2016 2015 2016 2015
Net
Income EPS
Net
Income EPS
Net
Income EPS
Net
Income EPS
(In Thousands)
GAAP Net Income 31,641$ 0.59$ 27,995$ 0.53$ 58,305$ 1.09$ 85,971$ 1.62$
Adjustments:
Costs associated with CEO transition - - - - - - 1,406 0.03
Legal and professional fees associated with
acquisitions and divestitures 2,544 0.05 1,016 0.02 3,129 0.06 1,016 0.02
Integration, transition and other costs associated
with acquisitions and divestitures 638 0.01 - - 3,699 0.07 -
Accelerated amortization of debt orgination costs - - - - 1,131 0.02 -
Loss on extinguishment of debt - - - - - - 451 0.01
(Gain) loss on divestitures (3,405) (0.06) - - 51,552 0.97 - -
Tax impact of adjustments 2,638 0.05 (657) (0.02) (18,586) (0.35) (1,314) (0.03)
Tax impacts related to tax reserve adjustments (1,477) (0.03) - - (1,477) (0.03) - -
Total Adjustments 938 0.02 359 - 39,448 0.74 1,559 0.03
Non-GAAP Adjusted Net Income and Adjusted EPS 32,579$ 0.61$ 28,354$ 0.53$ 97,753$ 1.83$ 87,530$ 1.65$
Three Months Ended Dec. 31, Nine Months Ended Dec. 31,
2016 2015 2016 2015
(In Thousands)
GAAP Net (Loss) Income 31,641$ 27,995$ 58,305$ 85,971$
Adjustments:
Adjustments to reconcile net (loss) income to net
cash provided by operating activities as shown in
the Statement of Cash Flows 3,978 19,119 70,366 62,015
Changes in operating assets and liabilities, net of
effects from acquisitions as shown in the
Statement of Cash Flows
4,447 (1,253) 11,677 (11,535)
Total Adjustments 8,425 17,866 82,043 50,480
GAAP Net cash provided by operating activities 40,066 45,861 140,348 136,451
Purchase of property and equipment (531) (857) (1,935) (2,540)
Non-GAAP Free Cash Flow 39,535 45,004 138,413 133,911
Integration, transition and other payments
associated with acquisitions and divestitures 1,461 796 2,144 796
Additional income tax payments associated with divestitures 8,589 - 8,589 -
Non-GAAP Adjusted Free Cash Flow 49,585$ 45,800$ 149,146$ 134,707$
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 divestitures 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 $ 191
Additions to property and equipment for cash (4)
Projected Non-GAAP Free Cash Flow 187
Payments associated with acquisitions 3
Adjusted Non-GAAP Projected Free Cash Flow $ 190