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): August 7,
2008
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) | (IRS 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 August
7, 2008, Prestige Brands Holdings, Inc. (the ‘‘Registrant’’) announced financial
results for the fiscal quarter ended June 30, 2008. A copy of the press
release announcing the Registrant’s earnings results for the fiscal quarter
ended June 30, 2008 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.
Item
8.01. Other Events.
The financial information set forth
in the press release in Exhibit 99.1 is incorporated by reference as if fully
set forth herein and shall be filed with the Securities and Exchange Commission
(the “SEC”). For clarification purposes, the body of the press
release shall not be incorporated by reference herein and filed with the
SEC.
Item
9.01 Financial Statements and Exhibits.
|
(d)
|
Exhibits.
|
| Exhibit | Description |
| 99.1 | Press Release dated August 7, 2008 (except as otherwise noted, 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: August 7, 2008 | 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 August 7, 2008 (except as otherwise noted, furnished only). | |
Exhibit
99.1
Prestige
Brands Holdings, Inc. Reports First Quarter Fiscal 2009 Results
Irvington,
NY, August 7, 2008—Prestige Brands Holdings, Inc. (NYSE-PBH), a consumer
products company with a diversified portfolio of well-known brands, today
announced results for the first quarter of fiscal year 2009, which ended on June
30, 2008.
Total
revenues for the first fiscal quarter ended June 30, 2008 were $73.5 million, a
6.5% decrease from total revenues of $78.6 million in the prior year comparable
quarter. As indicated in our news release of July 23rd, this
decline is largely attributable to pricing dynamics in the cryogenic segment of
the over-the-counter wart treatment category affecting our Compound W® and
Wartner® brands. A secondary factor is the continued absence of the Little
Remedies® pediatric cough/cold products, which were voluntarily withdrawn from
the marketplace in the fall of calendar year 2007. In addition, The Doctor’s®
NightGuard™ brand continued to experience declining sales due to the competition
which came into the marketplace in last fiscal year’s first
quarter.
Operating
income of $21.2 million for the first quarter was $1.9 million, or 8.2% below
last year’s operating income of $23.1 million. The decline from last year was
due to the sales decline, partially offset by favorable cost of sales and lower
advertising and promotion expenses. G&A expenses were higher than prior
year, primarily due to increased stock based compensation expenses.
Interest
expense of $8.8 million was $1.1 million lower than prior year due to lower debt
outstanding, the Company having repaid $52.1 million during the previous fiscal
year.
Net
income for the first quarter was $7.8 million, or $0.16 fully diluted earnings
per share, 6.5% below last year’s reported net income of $8.3 million, or $0.17
fully diluted earnings per share.
Results
by Segment for the First Fiscal Quarter
Over-the-Counter
Healthcare Products
Revenues
of $39.2 million were $3.2 million or 7.5% less than the prior year comparable
period. The decline is primarily attributable to sales declines on the Compound
W® and Wartner® wart treatment brands, largely attributed to negative pricing
dynamics in the cryogenic segment. The continued absence of the Little Remedies®
pediatric cough/cold products voluntarily withdrawn in the fall of calendar year
2007 and The Doctor’s® Night Guard™ brand, which continued to
experience intense competitive
pressures,
were secondary factors. These declines were partially offset by
increases on the Clear Eyes®, Murine™ ear care, Chloraseptic® and New Skin®
brands.
Household
Products
Revenues
of $29.0 million were $0.9 million or $2.9% less than the prior year
period. Sales increases for the Comet® brand, led by Comet Mildew
SprayGel were offset by declines in the Spic and Span® and Chore Boy®
brands.
Personal
Care Products
Revenues
for this segment were $5.3 million, $1.0 million less than the prior year
quarter, in line with expectations.
Free Cash
Flow & Debt Repayment
Free cash
flow is a “non-GAAP” measure as that term is defined by the Securities and
Exchange Commission in Regulation G. Free cash flow is presented here because
management believes it is a commonly used measure of liquidity, and is an
indication 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, 2008 was $15.3
million, composed of operating cash flow of $15.4 million less capital
expenditures of $0.1 million, a $7.0 million increase over free cash flow of
$8.3 million, composed of operating cash flow of $8.4 million less capital
expenditures of $0.1 million generated in the prior year comparable quarter.
During the quarter, the Company repaid $15.0 million of senior bank debt,
bringing total debt to $396.2 million at June 30, 2008.
Commentary
According
to Mark Pettie, Chairman and CEO, “Despite this quarter’s results, we remain
confident in the 2-4% revenue increase we have projected for the full fiscal
year, with strengthened third and fourth quarter growth in particular. We expect
this performance will be fueled by our innovative new products, many of which
are currently launching, as well as continued growth of our focus brands. For
the full year, we expect that net income will grow more rapidly than revenue.
Looking at the current quarter, we will be investing heavily in advertising and
promotion support behind our new Allergen Block products. Much of the revenue
impact from this increased second quarter advertising and promotion support will
be realized in the second half”.
-2-
Conference
Call
The
Company will host a conference call to review its first fiscal quarter results
on Thursday, August 7th at 8:30
a.m. EST. The dial in number is 866-578-5801. International callers may dial
617-213-8058. The passcode is "prestige". The Company will provide a
live internet webcast of the call, as well as an archived replay, which can be
accessed by dialing 888-286-8010, or for international callers, 617-801-6888.
The passcode for replay only is 53732046.
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 healthcare, personal care and
household cleaning products sold throughout the U.S., Canada, and in certain
international markets. Key brands include Compound W® wart remover,
Chloraseptic® sore throat treatments, New-Skin® liquid bandage, Clear Eyes® and
Murine® eye and ear care products, Little Remedies® pediatric over-the-counter
products, The Doctor’s® NightGuard™ dental protector, 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
-3-
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
-4-
Prestige
Brands Holdings, Inc.
Consolidated
Statements of Operations
(Unaudited)
|
Three
Months Ended June 30
|
||||||||
|
(In
thousands, except share data)
|
2008
|
2007
|
||||||
|
Revenues
|
||||||||
|
Net
sales
|
$ | 72,916 | $ | 78,041 | ||||
|
Other
revenues
|
618 | 570 | ||||||
|
Total
revenues
|
73,534 | 78,611 | ||||||
|
Costs
of Sales
|
||||||||
|
Costs
of sales
|
34,272 | 37,322 | ||||||
|
Gross
profit
|
39,262 | 41,289 | ||||||
|
Operating
Expenses
|
||||||||
|
Advertising
and promotion
|
7,319 | 7,786 | ||||||
|
General
and administrative
|
7,973 | 7,646 | ||||||
|
Depreciation
and amortization
|
2,756 | 2,751 | ||||||
|
Total
operating expenses
|
18,048 | 18,183 | ||||||
|
Operating
income
|
21,214 | 23,106 | ||||||
|
Other
(income) expense
|
||||||||
|
Interest
income
|
(73 | ) | (187 | ) | ||||
|
Interest
expense
|
8,756 | 9,874 | ||||||
|
Total
other (income) expense
|
8,683 | 9,687 | ||||||
|
Income
before income taxes
|
12,531 | 13,419 | ||||||
|
Provision
for income taxes
|
4,750 | 5,099 | ||||||
|
Net
income
|
$ | 7,781 | $ | 8,320 | ||||
|
Basic
earnings per share
|
$ | 0.16 | $ | 0.17 | ||||
|
Diluted
earnings per share
|
$ | 0.16 | $ | 0.17 | ||||
|
Weighted
average shares outstanding:
|
||||||||
|
Basic
|
49,880 | 49,660 | ||||||
|
Diluted
|
50,035 | 50,038 | ||||||
-5-
Prestige
Brands Holdings, Inc.
Consolidated
Balance Sheets
(Unaudited)
(In
thousands)
|
Assets
|
June
30, 2008
|
March
31, 2008
|
||||||
|
Current
assets
|
||||||||
|
Cash
and cash equivalents
|
$ | 6,370 | $ | 6,078 | ||||
|
Accounts
receivable
|
38,325 | 44,219 | ||||||
|
Inventories
|
28,811 | 29,696 | ||||||
|
Deferred
income tax assets
|
3,006 | 3,066 | ||||||
|
Prepaid
expenses and other current assets
|
4,004 | 2,316 | ||||||
|
Total
current assets
|
80,516 | 85,375 | ||||||
|
Property
and equipment
|
1,365 | 1,433 | ||||||
|
Goodwill
|
308,915 | 308,915 | ||||||
|
Intangible
assets
|
644,056 | 646,683 | ||||||
|
Other
long-term assets
|
7,316 | 6,750 | ||||||
|
Total
Assets
|
$ | 1,042,168 | $ | 1,049,156 | ||||
|
Liabilities
and Stockholders’ Equity
|
||||||||
|
Current
liabilities
|
||||||||
|
Accounts
payable
|
$ | 17,935 | $ | 20,539 | ||||
|
Accrued
interest payable
|
2,604 | 5,772 | ||||||
|
Income
taxes payable
|
1,762 | -- | ||||||
|
Other
accrued liabilities
|
6,328 | 8,030 | ||||||
|
Current
portion of long-term debt
|
3,550 | 3,550 | ||||||
|
Total
current liabilities
|
32,179 | 37,891 | ||||||
|
Long-term
debt
|
392,675 | 407,675 | ||||||
|
Other
long-term liabilities
|
2,377 | 2,377 | ||||||
|
Deferred
income tax liabilities
|
125,781 | 122,140 | ||||||
|
Total
Liabilities
|
553,012 | 570,083 | ||||||
|
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 – 50,060 shares at June 30
and March 31, 2008
|
501 | 501 | ||||||
|
Additional
paid-in capital
|
380,993 | 380,364 | ||||||
|
Treasury
stock, at cost – 101 shares and 59 shares at June 30 and March 31, 2008,
respectively
|
(57 | ) | (47 | ) | ||||
|
Accumulated
other comprehensive income
|
684 | (999 | ) | |||||
|
Retained
earnings
|
107,035 | 99,254 | ||||||
|
Total
stockholders’ equity
|
489,156 | 479,073 | ||||||
|
Total
Liabilities and Stockholders’ Equity
|
$ | 1,042,168 | $ | 1,049,156 | ||||
-6-
Prestige
Brands Holdings, Inc.
Consolidated
Statements of Cash Flows
(Unaudited)
|
Three
Months Ended June 30
|
||||||||
|
(In
thousands)
|
2008
|
2007
|
||||||
|
Operating
Activities
|
||||||||
|
Net
income
|
$ | 7,781 | $ | 8,320 | ||||
|
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
||||||||
|
Depreciation
and amortization
|
2,756 | 2,751 | ||||||
|
Deferred
income taxes
|
2,669 | 2,934 | ||||||
|
Amortization
of deferred financing costs
|
622 | 780 | ||||||
|
Stock-based
compensation
|
629 | 460 | ||||||
|
Changes
in operating assets and liabilities
|
||||||||
|
Accounts
receivable
|
5,894 | (1,948 | ) | |||||
|
Inventories
|
885 | 1,663 | ||||||
|
Prepaid
expenses and other current assets
|
(1,688 | ) | (483 | ) | ||||
|
Accounts
payable
|
(1,077 | ) | (2,911 | ) | ||||
|
Income
taxes payable
|
1,762 | 1,144 | ||||||
|
Accrued
liabilities
|
(4,870 | ) | (4,302 | ) | ||||
|
Net
cash provided by operating activities
|
15,363 | 8,408 | ||||||
|
Investing
Activities
|
||||||||
|
Purchases
of equipment
|
(61 | ) | (111 | ) | ||||
|
Net
cash used for investing activities
|
(61 | ) | (111 | ) | ||||
|
Financing
Activities
|
||||||||
|
Repayment
of long-term debt
|
(15,000 | ) | (15,887 | ) | ||||
|
Purchase
of common stock for treasury
|
(10 | ) | (4 | ) | ||||
|
Net
cash used for financing activities
|
(15,010 | ) | (15,891 | ) | ||||
|
Increase
(Decrease) in cash
|
292 | (7,594 | ) | |||||
|
Cash
- beginning of period
|
6,078 | 13,758 | ||||||
|
Cash
- end of period
|
$ | 6,370 | $ | 6,164 | ||||
|
Interest
paid
|
$ | 11,302 | $ | 12,036 | ||||
|
Income
taxes paid
|
$ | 440 | $ | 551 | ||||
-7-
Prestige
Brands Holdings, Inc.
Consolidating
Statements of Operations
(Unaudited)
|
Three
Months Ended June 30, 2008
|
||||||||||||||||
|
Over-the-
Counter
Healthcare
|
Household
Cleaning
|
Personal
Care
|
Consolidated
|
|||||||||||||
|
Net
sales
|
$ | 39,246 | $ | 28,404 | $ | 5,266 | $ | 72,916 | ||||||||
|
Other
revenues
|
-- | 618 | -- | 618 | ||||||||||||
|
Total
revenues
|
39,246 | 29,022 | 5,266 | 73,534 | ||||||||||||
|
Cost
of sales
|
13,208 | 17,923 | 3,141 | 34,272 | ||||||||||||
|
Gross
profit
|
26,038 | 11,099 | 2,125 | 39,262 | ||||||||||||
|
Advertising
and promotion
|
5,037 | 2,070 | 212 | 7,319 | ||||||||||||
|
Contribution
margin
|
$ | 21,001 | $ | 9,029 | $ | 1,913 | 31,943 | |||||||||
|
Other
operating expenses
|
10,729 | |||||||||||||||
|
Operating
income
|
21,214 | |||||||||||||||
|
Other
(income) expense
|
8,683 | |||||||||||||||
|
Provision
for income taxes
|
4,750 | |||||||||||||||
|
Net
income
|
$ | 7,781 | ||||||||||||||
|
Three
Months Ended June 30, 2007
|
||||||||||||||||
|
Over-the-
Counter
|
Household
|
Personal
|
||||||||||||||
|
Healthcare
|
Cleaning
|
Care
|
Consolidated
|
|||||||||||||
|
Net
sales
|
$ | 42,426 | $ | 29,345 | $ | 6,270 | $ | 78,041 | ||||||||
|
Other
revenues
|
-- | 542 | 28 | 570 | ||||||||||||
|
Total
revenues
|
42,426 | 29,887 | 6,298 | 78,611 | ||||||||||||
|
Cost
of sales
|
15,386 | 18,393 | 3,543 | 37,322 | ||||||||||||
|
Gross
profit
|
27,040 | 11,494 | 2,755 | 41,289 | ||||||||||||
|
Advertising
and promotion
|
5,881 | 1,628 | 277 | 7,786 | ||||||||||||
|
Contribution
margin
|
$ | 21,159 | $ | 9,866 | $ | 2,478 | 33,503 | |||||||||
|
Other
operating expenses
|
10,397 | |||||||||||||||
|
Operating
income
|
23,106 | |||||||||||||||
|
Other
(income) expense
|
9,687 | |||||||||||||||
|
Provision
for income taxes
|
5,099 | |||||||||||||||
|
Net
income
|
$ | 8,320 | ||||||||||||||
-8-