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): July
31, 2006
PRESTIGE
BRANDS HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
001-32433
|
20-1297589
|
|
(State
or other Jurisdiction
|
(Commission
File Number)
|
(I.R.S.
Employer
|
|
of
incorporation)
|
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 below 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 240.13e-4(c))
Item
2.02 Results of Operations and Financial Condition.
On
July
31, 2006, Prestige Brands Holdings, Inc. (the ‘‘Registrant’’) announced
financial results for the fiscal quarter ended June 30, 2006. A copy of the
press release announcing the Registrant’s earnings results for the fiscal
quarter ended June 30, 2006 is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
The
information in this Form 8-K and Exhibit 99.1 attached hereto shall not be
deemed ‘‘filed’’ for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, nor shall it be deemed incorporated by reference in any
filing
under the Securities Act of 1933, as amended, or the Securities Exchange
Act of
1934, except as shall be expressly set forth by specific reference in such
filing.
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.
Item
9.01 Financial Statements and Exhibits
| (d) |
Exhibits.
|
|
Exhibit
|
|
Description
|
|
99.1
|
|
Press
Release dated July 31, 2006, with respect to the Registrant’s financial
results for the fiscal quarter ended June 30, 2006 (furnished
only).
|
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: July 31, 2006 |
PRESTIGE
BRANDS HOLDINGS, INC.
|
| By: /s/ Peter J. Anderson |
|
Name:
Peter J. Anderson
Title:
Chief Financial Officer
|
EXHIBIT
INDEX
|
Exhibit
|
Description
|
|
|
99.1
|
|
Press
Release dated July 31, 2006, with respect to the Registrant’s financial
results for the fiscal quarter ended June 30, 2006 (furnished
only).
|
Exhibit
99.1
PRESTIGE
BRANDS HOLDINGS, INC. REPORTS
FIRST
QUARTER FISCAL 2007 RESULTS
Revenues
Up 20%; Net Income Up 39%; Free Cash Flow Up
121%
Management
Reconfirms Previous Expectations
Irvington,
NY, July 31, 2006—Prestige Brands Holdings, Inc. (NYSE-PBH), a consumer products
company with a diversified portfolio of well recognized brands, today announced
results for the first quarter of fiscal year 2007, which ended on June 30,
2006.
Highlights of the quarter include:
>Total
revenues for the first quarter were $75.9 million, an increase of 20% over
the
prior year comparable period.
>
Excluding the impact of acquisitions, revenues were 8% higher than the prior
year comparable period.
>
Net
income of $8.3 million was 39% higher than the prior year comparable
period.
>
Free
cash flow of $21.2 million was 121% higher than the prior year comparable
period.
Total
revenues for the first quarter ended June 30, 2006 were $75.9 million, 20%
higher than total revenues of $63.5 million in the first quarter of fiscal
2006,
primarily as a result of strong sales of key brands in the over-the-counter
medicines (OTC) and household products segments of the business, as well as
contributions from the fiscal 2006 acquisitions of Chore Boy® household
scrubbers and Dental Concepts consumer dental products. Key brands contributing
to the increase include Compound W® wart remover, Clear eyes® eye care products,
Murine® eye and ear care products, Comet® cleansers and Spic and Span® household
cleaners. Excluding the impact of the two acquisitions, revenues grew
8%.
Operating
income of $23.3 million was $5.0 million, or 28% greater than the comparable
period last year. The improvement in operating income was primarily due to
the
strong sales gains for the Over-the-Counter (OTC) and Household Products
segments.
Net
income for the first quarter ended June 30, 2006 was $8.3 million, a 39%
increase over net income of $5.9 million in the first quarter of fiscal 2006.
Earnings per fully diluted share increased to $0.17 compared to $0.12 in the
prior year comparable period.
Results
by Segment
OTC
Medicines: Revenues Up 19%
Revenues
of $39.6 million in the over-the-counter medicines segment (OTC) were 19%
higher
than the prior year comparable period. Increases in this segment resulted
primarily from sales gains in key brands—Compound W®, Clear eyes®, and Murine®.
The Doctor’s® Night Guard® and The Doctor’s® Brush Picks, which were acquired
with the acquisition of Dental Concepts, LLC in 2006, met first quarter growth
targets.
Household
Products: Revenues Up 32%
Revenues
for the Household Cleaning products segment were $30.1 million, or 32% higher
than the prior year comparable period net sales of $22.8 million. Comet®, the
Company’s largest brand, contributed significantly to this increase, as a result
of expanded distribution in retail outlets, movement gains on Comet® Cream, and
royalty revenues from a licensing agreement in Eastern Europe. Spic and Span®
household cleaners also contributed to the growth of the segment as a result
of
strong sales and distribution gains at major customers and expanded distribution
of new items. The Chore Boy® line of household scrubbers, acquired in 2006,
exceeded internal first quarter growth targets.
Personal
Care: Revenues Down 14%
Revenues
for the Personal Care segment, which accounts for approximately 8% of sales,
were 14% lower than the prior year comparable period. This decline was primarily
the result of declines in sales of Denorex® and Prell® shampoo brands, and
Cutex® nail polish remover, the segment’s largest brand.
Free
Cash Flow
Free
cash
flow is a “non-GAAP” financial measure” as that term is defined by the
Securities and Exchange Commission in Regulation G. Free cash flow is presented
in this news release because management believes that it is a commonly used
measure of liquidity, and is indicative of cash available for debt repayment
and
acquisitions. The Company defines “free cash flow” as operating cash flow less
capital expenditures.
The
Company’s free cash flow for the first quarter ended June 30, 2006 was $21.2
million, composed of operating cash flows of $21.5 million, less capital
expenditures of $0.3 million. The Company’s free cash flow was higher than net
income primarily due to non-cash amortization of intangible assets and goodwill,
non-cash interest expense, cash provided by a working capital decline, and
relatively low capital expenditures.
Commentary
Commenting
on the results of the quarter, Peter C. Mann, Chairman, President and Chief
Executive Officer said, “We are pleased with the Company’s results for this
period, and we have continued confidence in the fundamental strength of our
business and our business model. As we have previously stated, the Company
continues to expect long-term revenue growth of 3-4%, before the benefit of
acquisitions, with net income expected to grow at a somewhat higher
level.”
“Although
we are pleased with the quarter’s results, we are holding to our previously
stated expectations for fiscal 2007. We are reconfirming our belief that revenue
growth
in
fiscal 2007 will exceed the Company’s long-term expectation due to a full year
of revenue from the acquisitions made in fiscal 2006. The Company also
anticipates that fiscal 2007 net income will also grow, but at a growth rate
less than revenues due to continuing cost-related margin pressures and increased
infrastructure costs,” Mann added.
Conference
Call
The
Company will host a conference call to review its first fiscal quarter results
on Tuesday, August 1, 2006 at 8:30am EDT. The toll free number is 800-291-9234.
International callers may dial 617-614-3923. The conference password is
“prestige”. The Company will provide a live internet webcast of the call, as
well as an archived replay, which can be accessed from the Investor Relations
page of www.prestigebrandsinc.com.
About
Prestige Brands Holdings, Inc.
Located
in Irvington, New York, Prestige Brands Holdings, Inc. is a marketer and
distributor of brand name over-the-counter drug, personal care and household
cleaning products sold throughout the U.S. and Canada. Key brands include
Compound W® wart remover, Chloraseptic® sore throat treatment, New-Skin® liquid
bandage, Clear eyes® and Murine® eye care products, Little Remedies® pediatric
over-the-counter products, Cutex® nail polish remover, Comet® and Spic and Span®
household cleaners and other well-known brands.
Forward
Looking Statements
Note:
This news release contains "forward-looking statements" within the meaning
of
the federal securities laws and is 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,"
"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 outlook for Prestige Brands Holdings' market and the demand for
its products, earnings per share, future cash flows from operations, future
revenues and margin requirement and expansion, the success of new product
introductions, growth in costs and expenses, and the impact of acquisitions,
divestitures, restructurings and other unusual items, including Prestige Brands
Holdings' ability to integrate and obtain the anticipated results and synergies
from its acquisitions. These projections and 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 projected as a result of certain factors. A discussion of factors that
could cause results to vary is included in the Company's Annual Report on Form
10-K and other periodic and other reports filed with the Securities and Exchange
Commission.
Contact:
Dean Siegal
914-524-6819
Prestige
Brands Holdings, Inc.
Consolidated
Statements of Operations
(Unaudited)
|
Three
Months Ended June 30
|
|||||
|
(In
thousands, except share data)
|
2006
|
2005
|
|||
|
Revenues
|
|||||
|
Net
sales
|
$ 75,567
|
|
$
63,428
|
||
|
Other
revenues
|
356
|
|
25
|
||
|
Total
revenues
|
75,923
|
63,453
|
|||
|
Costs
of Sales
|
|||||
|
Costs
of sales
|
36,325
|
|
28,949
|
||
|
Gross
profit
|
39,598
|
|
34,504
|
||
|
Operating
Expenses
|
|||||
|
Advertising
and promotion
|
7,402
|
|
8,705
|
||
|
General
and administrative
|
6,434
|
|
4,911
|
||
|
Depreciation
|
220
|
|
483
|
||
|
Amortization
of intangible assets
|
2,193
|
|
2,148
|
||
|
Total
operating expenses
|
16,249
|
|
16,247
|
||
|
Operating
income
|
23,349
|
|
18,257
|
||
|
Other
income (expense)
|
|||||
|
Interest
income
|
185
|
|
81
|
||
|
Interest
expense
|
(9,977)
|
|
(8,591)
|
||
|
Total
other income (expense)
|
(9,792)
|
|
(8,510)
|
||
|
Income
before income taxes
|
13,557
|
|
9,747
|
||
|
Provision
for income taxes
|
5,301
|
|
3,818
|
||
|
Net
income
|
$
8,256
|
|
$ 5,929
|
||
|
Basic
earnings per share
|
$ 0.17
|
|
$ 0.12
|
||
|
Diluted
earnings per share
|
|
$
0.17
|
|
$
0.12
|
|
|
Weighted
average shares outstanding:
|
|||||
|
Basic
|
49,372
|
48,722
|
|||
|
Diluted
|
50,005
|
49,998
|
|||