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
27, 2006
PRESTIGE
BRANDS HOLDINGS, INC.
|
Delaware
|
001-32433
|
20-1297589
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
No.)
|
90
North Broadway, Irvington, New York 10533
(Address
of Principal executive offices, including Zip Code)
(914)
524-6810
(Registrant’s
telephone number, including area code)
Check
the
appropriate box if the Form 8-K filing is intended to simultaneously satisfy
the
filing obligation of the registrant under any of the following
provisions:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR.13e-4(c))
1
Item
7.01. Regulation FD Disclosure.
On
February 27, 2006, Prestige Brands Holdings, Inc. gave a power point
presentation to investors, a copy of which is furnished as Exhibit 99 to this
Current Report on Form 8-K, which by this reference is incorporated herein
as if
copied verbatim.
Item
9.01. Financial Statements and Exhibits.
(a) Financial
Statements. None
(b) Pro
Forma
Financial Information. None
(c) Exhibits.
99 Power
Point presentation dated February 27, 2006 (furnished).
2
SIGNATURE
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 27, 2006
|
PRESTIGE
BRANDS HOLDINGS, INC.
|
|
|
By:
|
/s/
Charles N. Jolly
|
|
|
Name:
|
Charles
N. Jolly
|
|
|
Title:
|
General
Counsel
|
3
Holdings
Inc.
NYSE:
PBH
Welcome
Forward Looking Statement
Statements
in this presentation which are not historical facts,
including, without limitation, reporting financial guidance
for fiscal 2006 and fiscal 2007, are forward-looking statements within
the meaning of the Securities Litigation Reform Act of 1995.
including, without limitation, reporting financial guidance
for fiscal 2006 and fiscal 2007, are forward-looking statements within
the meaning of the Securities Litigation Reform Act of 1995.
These
forward-looking statements involve risks, uncertainties and
assumptions that could cause actual outcomes and results to differ
materially from those stated or projected.
assumptions that could cause actual outcomes and results to differ
materially from those stated or projected.
Business
Overview
Operating
Model
Financial
Performance
Growth
Opportunities
3
•
Competes
in OTC,
household and personal care segments
•
Uniquely
strong and
diversified brand portfolio with many brands having #1 or #2 market
positions
•
Focus
on smaller,
less competitive “niche” categories and segments
•
Marketing
and sales
driven with particular focus on line and brand extensions
•
USA
and Canada
Concentration
•
Ability
to make
strategic acquisitions each year
•
Lean
organization
with emphasis on experience
•
Focus
on core
competencies; marketing, product development and customer relationships
•
Outsourced
manufacturing, distribution and R&D
•
High
margins with
virtually no Capex
•
Organic
growth of
5.5% annually since Fiscal 2002
•
EBITDA
margin of over
35%, with high conversion to cash flow
•
15-year
amortization
tax shield reduces cash taxes by approximately $9 million per year
•
Free-cash-per-share
higher than EPS
•
Organic
growth driven
by product innovation and line/category extensions
•
Extensions
of brands
internationally via new distribution and licensing
•
Robust
pipeline of
acquisitions
Operating
Model
Model
Business
Overview
Overview
Financial
Performance
Performance
Growth
Opportunities
Opportunities
Company
Overview
Business
Overview
Operating
Model
Financial
Performance
Growth
Opportunities
4
(1)
Rankings
based on brand’s primary category
(2)
Based
on IRI Dollar sales, adjusted for Wal-Mart and Dollar/club store sales
OTC
PC
Household
Copper
Scrubber
Scrubber
Our
Strong
Portfolio of Brands
Business
Overview
Operating
Model
Financial
Performance
Growth
Opportunities
5
Latest
12
Months Net Sales: $294mm
(a)
Other
brands include: Cutex, Denorex, Prell, Oxipor, Cloverine, Kerodex, Heet,
Momentum, Percogesic, Outgro, Freezone, Mosco, Compoz, EZO, Zincon, and
Private
Label.
Note: Brand %’s are pro forma assuming full year sales of Chore Boy and
The Doctor’s. Segment %’s are
based on reported sales.
Diversified
Sales
Business
Overview
Operating
Model
Financial
Performance
Growth
Opportunities
6
Sales
By
Channel, Nine Months Ended 12/31/05
Top
10
Customers
Focus
on
Fastest Growing Channels
and Customers
and Customers
Business
Overview
Operating
Model
Financial
Performance
Growth
Opportunities
7
Year
Brand
Acquired
Revenue
at
Acquisition
|
1999
|
|
$8.0
|
|
2000
|
$40.0
|
|
|
2001
|
$25.0
|
|
|
2001
|
$85.0
|
|
|
2002
|
$51.0
|
|
|
2002
|
$15.0
|
|
|
2004
|
$17.0
|
|
|
2005
|
$14.0
|
|
|
2005
|
$13.0
|
($
in millions)
Proven
Ability to Acquire
Business
Overview
Operating
Model
Financial
Performance
Growth
Opportunities
8
Core
Brand
Extension
|
Freeze
Off, Invisible Strips
|
|
|
Strips,
Pocket Pal
|
|
|
Clear
Eyes Dry Eyes, Triple Action
|
|
|
Redness,
Homeopathic (eye & ear)
|
|
|
Twister,
Essential Care Pads
|
|
|
Scar
Therapy
|
|
|
Comet
Cream, Lavender Powder
|
|
|
Sprays,
Lavender
|
|
|
Colic
|
|
|
Poison
Ivy Treatment
|
Proven
Ability to Grow by Brand Extension
Business
Overview
Operating
Model
Financial
Performance
Growth
Opportunities
9
Brand
Investment as % of Net Sales
(1)
LTM
12/31/05
Marketing Spend
(1)
Reported
net sales for the twelve months ending 3/31/05 and 12/31/2005.
Investment
in Brand Equity
Business
Overview
Operating
Model
Financial
Performance
Growth
Opportunities
10
Unique
Operating Model
•
Hands-on
senior management with 25+
years experience per manager; middle
management also deeply experienced
•
Manufacturing
done by large,
experienced 3rd parties – P&G, Abbott, Amway, Vijon,
Humco.
§
Competitive
industry insures cost efficiency and backup
§
Cost
variable with sales
•
Distribution
done by 3rd party at
dedicated facility
§
Also
variable with sales
•
R&D
done by current and
prospective contract manufacturer
§
Usually
on “spec” as new business effort
§
Focused
and directed by Prestige Management
•
Established
platform enables efficient
integration of acquisitions with minimal
incremental
cost
§
Reduces
total G&A as % of sales
§
Sales
brokerage efficiency
Business
Overview
Operating
Model
Financial
Performance
Growth
Opportunities
11
Industry
Leading Margins and
Capital Efficiency
Capital Efficiency
Note:
Prestige as of 12/31/05 and pro forma EBITDA and Free Cash Flow.
All other companies are as per most recent annual report filings.
All other companies are as per most recent annual report filings.
Business
Overview
Operating
Model
Financial
Performance
Growth
Opportunities
12
(1)
Assumes acquisitions of Medtech and Denorex (predecessor companies),
Bonita Bay
and
Spic and Span occurred as of 4/1/2001. Bonita Bay and Spic and Span
net sales represent
previous calendar year results for FY02 through FY03.
Pro
forma
Results Through December 2005
Net
Sales (1)
($
in millions)
Strong
and
Consistent Historical
Top Line Growth
Top Line Growth
Business
Overview
Operating
Model
Financial
Performance
Growth
Opportunities
13
($
in millions)
8%
11%
-1%
4%
Net
Sales (1)
(1)
Assumes acquisitions of Medtech and Denorex (predecessor companies),
Bonita Bay
and
Spic and Span occurred as of 4/1/2001. Bonita Bay and Spic and Span
net sales represent
previous calendar year results for FY02 through FY03.
Pro
forma
Results Through December 2005
Strong
Organic Growth
Business
Overview
Operating
Model
Financial
Performance
Growth
Opportunities
14
Capitalization
Flexible
Capital Structure
Business
Overview
Operating
Model
Financial
Performance
Growth
Opportunities
15
•
Asset
acquisitions
created $529.5mm deductible tax asset
§
Amortizable
over
15 years
PF
LTM
12/05
$ 36.6
Book Pre-Tax Income
15.6
Book Provision for Income Taxes
20.9
Book Net
Income
30.1
+9.2
Cash Tax Shield from Incremental
Tax
Amortization
“Cash
Net
Income”Cash
Taxes
Substantially Below Book Taxes
Business
Overview
Operating
Model
Financial
Performance
Growth
Opportunities
16
FY
2005
TTM
12/31/2005
($
in millions)
Cash
Flows
Higher Than Basic Net Income
Business
Overview
Operating
Model
Financial
Performance
Growth
Opportunities
17
Current
Examples
Comet
Cream
Murine
Homeopathic
Homeopathic
Compound
W
Foot Care Kit
Foot Care Kit
Little
Remedies
Colic + New Kit
Colic + New Kit
Organic
Growth Driven by
Product Innovation
Product Innovation
Business
Overview
Operating
Model
Financial
Performance
Growth
Opportunities
18
Canada
Other
International
•
New
items in existing geography
•
New
geographies
•
Licensing
International
Business
Overview
Operating
Model
Financial
Performance
Growth
Opportunities
19
|
Existing
Market
|
New Market
|
USA,
Canada
Canada
Venezuela
Central
America
America
South
Africa
Australia
Malaysia
Saudi
Arabia
Lebanon
United
Kingdom
Kingdom
Mexico
Singapore
Central
Eastern
Europe and
Middle East
and Africa
Eastern
Europe and
Middle East
and Africa
New
Geographies
Business
Overview
Operating
Model
Financial
Performance
Growth
Opportunities
20
Acquisition
Criteria
•
OTC
or household categories – bias towards
OTC
•
Must
be growable
•
Accretive
in year 1
•
National
distribution
•
Consumer
awareness
•
Revenues
$15m -$100m
•
Valuation
based on pro-forma trailing
numbers
§
Pro-forma
reflects
synergies, proper A&P levels, etc
Business
Overview
Operating
Model
Financial
Performance
Growth
Opportunities
21
Business
Model and Outlook
•
Long
Term Business Outlook
§
Continued
organic revenue growth from:
•
Market
share gains
•
Line
extension and new category expansion
•
Geographic
expansion
§
Modest
operating margin improvement
§
De-leveraging
§
Strategic
Acquisitions
Business
Overview
Operating
Model
Financial
Performance
Growth
Opportunities
22
What
Does
This Mean for the March 2006 Quarter?
•
We
expect to post a mid-single digit
revenue increase
with both net income and EPS growing more rapidly
•
We
expect free cash flow higher than
reported net book
income
Business
Overview
Operating
Model
Financial
Performance
Growth
Opportunities
23
Looking
Ahead to FY ’07
•
We
expect total revenues to grow in
the high single
digits, with organic growth contributing to that overall
performance
•
We
expect net income growth in excess
of revenue
growth as a result of deleveraging and modest operating
profit margin improvement
•
We
expect FCF to be better than reported net
income
•
We
expect acquisitions will be incremental to that
outlook
• In
short, we expect a better and more stable
year
Holdings
Inc.
NYSE:
PBH
THANK
YOU