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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MARCH 31, 2011
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO ______
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Delaware
(State or other jurisdiction of
incorporation or organization)
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20-1297589
(I.R.S. Employer Identification No.)
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90 North Broadway
Irvington, New York 10533
(914) 524-6810
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class:
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Name of each exchange on which registered:
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Common Stock, par value $.01 per share
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New York Stock Exchange
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Large accelerated filer
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o
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Accelerated filer
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x
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Non-accelerated filer
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o
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Smaller reporting company
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o
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Page
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Part I
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Item 1.
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Business
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Item 1A.
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Risk Factors
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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[Removed and Reserved]
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Part II
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Item 6.
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Selected Financial Data
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Item 7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 8.
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Financial Statements and Supplementary Data
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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Item 9A.
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Controls and Procedures
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Item 9B.
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Other Information
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Part III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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Item 11.
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Executive Compensation
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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Item 14.
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Principal Accounting Fees and Services
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Part IV
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Item 15.
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Exhibits and Financial Statement Schedules
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TRADEMARKS AND TRADE NAMES
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Trademarks and trade names used in this Annual Report on Form 10-K are the property of Prestige Brands Holdings, Inc. or its subsidiaries, as the case may be. We have italicized our trademarks or trade names when they appear in this Annual Report on Form 10-K.
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•
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Develop effective sales, advertising and marketing programs,
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•
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Integrate our acquired brands,
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•
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Grow our existing product lines,
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•
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Develop innovative new products,
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•
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Respond to the technological advances and product introductions of our competitors, and
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•
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Continue to grow our presence in international markets.
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Major Brands
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Market
Position
(1)
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Market Segment
(2)
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Market
Share
(3)
(%)
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ACV
(4)
(%)
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Over-the-Counter Healthcare:
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|
|
|
|
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|
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Chloraseptic®
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#1
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Sore Throat Liquids/Lozenges
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40.7
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|
92.3
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Luden's®
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#3
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Cough Drops/Lozenges
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5.5
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94.3
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Clear Eyes®
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#2
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Eye Allergy/Redness Relief
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16.2
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87.7
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Compound W®
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#2
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Wart Removal
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36.0
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|
91.0
|
Efferdent®
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#2
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Denture Cleanser Tablets
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31.6
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95.2
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Wartner®
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#3
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|
Wart Removal
|
|
4.0
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|
29.5
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The Doctor’s® NightGuard®
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#2
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Bruxism (Teeth Grinding)
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28.3
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|
30.6
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The Doctor’s® Brushpicks®
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#2
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Disposable Dental Picks
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|
17.0
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|
43.3
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Little Remedies®
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#3
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Pediatric Healthcare
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|
4.0
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|
85.2
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PediaCare®
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#6
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Pediatric Healthcare
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|
3.5
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|
85.1
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Murine®
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#2
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Personal Ear Care
|
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11.2
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|
69.8
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New-Skin®
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#1
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Liquid Bandages
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|
55.8
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|
84.1
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Dermoplast®
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#3
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Pain Relief Sprays
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|
14.8
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|
62.8
|
Dramamine®
|
|
#1
|
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Motion Sickness
|
|
39.2
|
|
93.5
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|
|
|
|
|
|
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Household Cleaning:
|
|
|
|
|
|
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Comet®
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#2
|
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Abrasive Tub and Tile Cleaner
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34.2
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|
98.8
|
Chore Boy®
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#1
|
|
Soap Free Metal Scrubbers
|
|
25.9
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|
32.1
|
Spic and Span®
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#6
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Dilutable All Purpose Cleaner
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3.3
|
|
64.0
|
(1)
|
We have prepared the information included in this Annual Report on Form 10-K with regard to the market share and ranking for our brands based in part on data generated by Symphony IRI Group, Inc., an independent market research firm ("IRI"). IRI reports retail sales data in the food, drug and mass merchandise markets. However, IRI data does not include Walmart point of sale data, as Walmart ceased providing sales data to the industry in 2001. Although Walmart represents a significant portion of the mass merchandise market for us, as well as our competitors, we believe that Walmart's exclusion from the data analyzed by the Company above does not significantly change our market share or ranking relative to our competitors.
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(2)
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“Market segment” is defined by us and is based on our product offerings and the categories in which we compete.
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(3)
|
“Market share” is based on sales dollars in the United States, as calculated by IRI for the 52 weeks ended March 20, 2011.
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(4)
|
“ACV” refers to the All Commodity Volume Food Drug Mass Index, as calculated by IRI for the 52 weeks ended March 20, 2011. ACV measures the ratio of the weighted sales volume of stores that sell a particular product to all the stores that sell products in that market segment generally. For example, if a product is sold by 50% of the stores that sell products in that market segment, but those stores account for 85% of the sales volume in that market segment, that product would have an ACV of 85%. We believe that a high ACV evidences a product’s attractiveness to consumers, as major national and regional retailers will carry products that are attractive to their customers. Lower ACV measures would indicate that a product is not as available to consumers because the major retailers generally would not carry products for which consumer demand may not be as high. For these reasons, we believe that ACV is an important measure for investors to gauge consumer awareness of the Company’s product offerings and of the importance of those products to major retailers.
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|
Gross
Margin %
|
G&A %
To Total Revenues
|
CapEx %
To Total Revenues
|
2011
|
50.8
|
12.5
|
0.2
|
2010
|
52.4
|
11.7
|
0.2
|
2009
|
52.8
|
10.8
|
0.2
|
•
|
Effective Marketing and Advertising,
|
•
|
Sales Excellence,
|
•
|
Extraordinary Customer Service, and
|
•
|
Innovation and Product Development.
|
•
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Investments in Advertising and Promotion
|
•
|
Growing our Categories and Market Share with Innovative New Products
|
•
|
Increasing Distribution Across Multiple Channels
|
•
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Growing Our International Business
|
•
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Pursuing Strategic Acquisitions
|
•
|
Over-the-Counter Healthcare; and
|
•
|
Household Cleaning
|
|
Percentage of
Gross Sales
(1)
|
|||||||
Channel of Distribution
|
2011
|
|
2010
|
|
2009
|
|||
Mass
|
33.0
|
%
|
|
34.9
|
%
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|
36.3
|
%
|
Food
|
21.8
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|
|
21.0
|
|
|
21.7
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|
Drug
|
25.0
|
|
|
24.1
|
|
|
24.7
|
|
Dollar
|
9.8
|
|
|
10.7
|
|
|
9.9
|
|
Club
|
2.3
|
|
|
2.3
|
|
|
2.4
|
|
Other
|
8.1
|
|
|
7.0
|
|
|
5.0
|
|
(1)
|
Includes estimates for some of our wholesale customers that service more than one distribution channel.
|
Distribution Channel
|
|
Customers
|
|
Distribution Channel
|
|
Customers
|
Mass
|
|
Kmart
|
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Drug
|
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CVS
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|
|
Meijer
|
|
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Rite Aid
|
|
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Target
|
|
|
|
Walgreens
|
|
|
Walmart
|
|
|
|
|
|
|
|
|
Dollar
|
|
Dollar General
|
Food
|
|
Ahold
|
|
|
|
Dollar Tree
|
|
|
Kroger
|
|
|
|
Family Dollar
|
|
|
Publix
|
|
|
|
|
|
|
Safeway
|
|
Club
|
|
BJ’s Wholesale Club
|
|
|
Supervalu
|
|
|
|
Costco
|
|
|
|
|
|
|
Sam’s Club
|
|
|
|
|
|
|
|
•
|
Consumer spending may continue to be curtailed resulting in downward pressure on our sales,
|
•
|
Our customers may continue to rationalize the number of products that reach store shelves resulting in a reduction of the number of products that are carried at retail, particularly those that are not number one or two in their category,
|
•
|
Our customers may continue to reduce overall inventory levels to strengthen their working capital positions which could result in additional sales reductions for us during those periods that our customers implement such strategies,
|
•
|
Our customers may continue to increase the number and breadth of products that are sold via their “private label” to the detriment of our branded products,
|
•
|
Our customers may continue to rationalize store count, closing additional marginally performing stores resulting in sales reductions, potential working capital reductions, and an inability to repay amounts owed to us, and
|
•
|
Our suppliers may suffer from sales reductions which could diminish their working capital and impede their ability to provide product to us in a timely manner.
|
•
|
Difficulties achieving, or an inability to achieve, our expected returns,
|
•
|
Difficulties in integrating any acquired companies, personnel and products into our existing business,
|
•
|
Delays in realizing the benefits of the acquired company or products,
|
•
|
Higher costs of integration than we anticipated,
|
•
|
Difficulties in retaining key employees of the acquired business who are necessary to manage the business,
|
•
|
Difficulties in maintaining uniform standards, controls, procedures and policies throughout our acquired companies, or
|
•
|
Adverse customer or stockholder reaction to the acquisition.
|
•
|
Changes in the legislative or regulatory requirements of the countries or regions where we do business,
|
•
|
Currency controls which restrict or prohibit the payment of funds or the repatriation of earnings to the United States,
|
•
|
Fluctuating foreign exchange rates could result in unfavorable increases in the price of our products or cause increases in the cost of certain products purchased from our foreign third-party manufacturers,
|
•
|
Regulatory oversight and its impact on our ability to get products registered for sale in certain markets,
|
•
|
Potential trade restrictions and exchange controls,
|
•
|
Inability to protect our intellectual property rights in these markets, and
|
•
|
Increased costs of compliance with general business and tax regulations in these countries or regions.
|
•
|
Suspend manufacturing operations,
|
•
|
Modify product formulations or processes,
|
•
|
Suspend the sale of products with non-complying specifications,
|
•
|
Initiate product recalls, or
|
•
|
Change product labeling, packaging or advertising or take other corrective action.
|
•
|
Increase our vulnerability to general adverse economic and industry conditions,
|
•
|
Limit our ability to engage in strategic acquisitions,
|
•
|
Require us to dedicate a substantial portion of our cash flow from operations toward repayment of our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes,
|
•
|
Limit our flexibility in planning for, or reacting to, changes in our business and the markets in which we operate,
|
•
|
Place us at a competitive disadvantage compared to our competitors that have less debt, and
|
•
|
Limit, among other things, our ability to borrow additional funds on favorable terms or at all.
|
•
|
Borrow money or issue guarantees,
|
•
|
Pay dividends, repurchase stock from or make other restricted payments to stockholders,
|
•
|
Make investments or acquisitions,
|
•
|
Use assets as security in other transactions,
|
•
|
Sell assets or merge with or into other companies,
|
•
|
Enter into transactions with affiliates,
|
•
|
Sell stock in our subsidiaries, and
|
•
|
Direct our subsidiaries to pay dividends or make other payments to us.
|
•
|
Increases and decreases in average quarterly revenues and profitability,
|
•
|
The rate at which we make acquisitions or develop new products and successfully market them,
|
•
|
Our inability to increase the sales of our existing products and expand their distribution,
|
•
|
Adverse regulatory or market events in our international markets,
|
•
|
Litigation matters,
|
•
|
Changes in consumer preferences, spending habits and competitive conditions, including the effects of competitors’ operational, promotional or expansion activities,
|
•
|
Seasonality of our products,
|
•
|
Fluctuations in commodity prices, product costs, utilities and energy costs, prevailing wage rates, insurance costs and other costs,
|
•
|
Our ability to recruit, train and retain qualified employees, and the costs associated with those activities,
|
•
|
Changes in advertising and promotional activities and expansion to new markets,
|
•
|
Negative publicity relating to us and the products we sell,
|
•
|
Unanticipated increases in infrastructure costs,
|
•
|
Impairment of goodwill or long-lived assets,
|
•
|
Changes in interest rates, and
|
•
|
Changes in accounting, tax, regulatory or other rules applicable to our business.
|
|
|
High
|
|
Low
|
||||
Year Ending March 31, 2012
|
|
|
|
|
||||
April 1, 2011 - April 29, 2011
|
|
$
|
11.90
|
|
|
$
|
11.20
|
|
|
|
|
|
|
||||
Year Ended March 31, 2011
|
|
|
|
|
||||
Quarter Ended
:
|
|
|
|
|
||||
June 30, 2010
|
|
$
|
9.95
|
|
|
$
|
7.08
|
|
September 30, 2010
|
|
9.93
|
|
|
7.21
|
|
||
December 31, 2010
|
|
12.15
|
|
|
9.82
|
|
||
March 31, 2011
|
|
12.59
|
|
|
10.60
|
|
||
|
|
|
|
|
||||
Year Ended March 31, 2010
|
|
|
|
|
||||
Quarter Ended
:
|
|
|
|
|
||||
June 30, 2009
|
|
$
|
7.24
|
|
|
$
|
5.19
|
|
September 30, 2009
|
|
8.19
|
|
|
5.75
|
|
||
December 31, 2009
|
|
8.03
|
|
|
6.70
|
|
||
March 31, 2010
|
|
9.06
|
|
|
7.20
|
|
|
March 31,
|
||||||||||||||||||||||
Company/Market/Peer Group
|
2006
|
|
2007
|
|
2008
|
|
2009
|
|
2010
|
|
2011
|
||||||||||||
Prestige Brands Holdings, Inc.
|
$
|
100.00
|
|
|
$
|
97.37
|
|
|
$
|
67.21
|
|
|
$
|
42.56
|
|
|
$
|
73.95
|
|
|
$
|
94.49
|
|
Russell 2000 Index
|
100.00
|
|
|
105.91
|
|
|
92.14
|
|
|
57.58
|
|
|
93.73
|
|
|
117.90
|
|
||||||
S&P SmallCap 600 Index
|
100.00
|
|
|
105.29
|
|
|
94.13
|
|
|
58.30
|
|
|
95.62
|
|
|
119.78
|
|
||||||
Peer Group Index (1)
|
100.00
|
|
|
110.09
|
|
|
98.10
|
|
|
55.01
|
|
|
97.67
|
|
|
126.44
|
|
(1)
|
The Peer Group Index is a self-constructed peer group consisting of companies in the consumer products industry with comparable revenues and market capitalization, from which the Company has been excluded. The Peer Group Index was constructed in connection with the Company’s benchmark analysis of executive compensation. The Peer Group Index is comprised of: (i) Elizabeth Arden, Inc., (ii) Hain Celestial Group, Inc., (iii) Helen of Troy, Ltd., (iv) Inter Parfums, Inc., (v) Lifetime Brands, Inc., (vi) Maidenform Brands, Inc., (vii) Smart Balance, Inc., (viii) WD-40 Company, and (ix) Zep, Inc.
|
(In thousands, except per share data)
|
Year Ended March 31,
|
||||||||||||||||||
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
||||||||||
Income Statement Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
336,510
|
|
|
$
|
292,602
|
|
|
$
|
294,346
|
|
|
$
|
306,571
|
|
|
$
|
296,042
|
|
Cost of sales (1)
|
165,632
|
|
|
139,158
|
|
|
138,909
|
|
|
145,968
|
|
|
139,939
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross profit
|
170,878
|
|
|
153,444
|
|
|
155,437
|
|
|
160,603
|
|
|
156,103
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Advertising and promotion expenses
|
42,897
|
|
|
30,923
|
|
|
37,376
|
|
|
33,733
|
|
|
30,972
|
|
|||||
Depreciation and amortization
|
9,876
|
|
|
10,001
|
|
|
8,872
|
|
|
8,667
|
|
|
8,037
|
|
|||||
General and administrative (2)
|
41,960
|
|
|
34,195
|
|
|
31,888
|
|
|
31,414
|
|
|
28,416
|
|
|||||
Impairment of goodwill and intangibles
|
—
|
|
|
—
|
|
|
249,285
|
|
|
—
|
|
|
—
|
|
|||||
Interest expense, net
|
27,317
|
|
|
22,935
|
|
|
28,436
|
|
|
37,393
|
|
|
39,536
|
|
|||||
Other expense (income)
|
300
|
|
|
2,656
|
|
|
—
|
|
|
(187
|
)
|
|
(30
|
)
|
|||||
Income (loss) from continuing operations before income taxes
|
48,528
|
|
|
52,734
|
|
|
(200,420
|
)
|
|
49,583
|
|
|
49,172
|
|
|||||
Provision (benefit) for income taxes
|
19,349
|
|
|
20,664
|
|
|
(10,876
|
)
|
|
18,558
|
|
|
17,020
|
|
|||||
Income (loss) from continuing operations
|
29,179
|
|
|
32,070
|
|
|
(189,544
|
)
|
|
31,025
|
|
|
32,152
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Discontinued Operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from discontinued operations, net of income tax
|
591
|
|
|
(112
|
)
|
|
2,768
|
|
|
2,894
|
|
|
3,927
|
|
|||||
(Loss) gain on sale of discontinued operations, net of income tax
|
(550
|
)
|
|
157
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) available to common stockholders
|
$
|
29,220
|
|
|
$
|
32,115
|
|
|
$
|
(186,776
|
)
|
|
$
|
33,919
|
|
|
$
|
36,079
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Income (loss) from continuing operations
|
$
|
0.58
|
|
|
$
|
0.64
|
|
|
$
|
(3.80
|
)
|
|
$
|
0.62
|
|
|
$
|
0.65
|
|
Income (loss) from discontinued operations and gain (loss) from sale of discontinued operations
|
—
|
|
|
—
|
|
|
0.06
|
|
|
0.06
|
|
|
0.08
|
|
|||||
Net income (loss)
|
$
|
0.58
|
|
|
$
|
0.64
|
|
|
$
|
(3.74
|
)
|
|
$
|
0.68
|
|
|
$
|
0.73
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Income (loss) from continuing operations
|
$
|
0.58
|
|
|
$
|
0.64
|
|
|
$
|
(3.80
|
)
|
|
$
|
0.62
|
|
|
$
|
0.64
|
|
Income (loss) from discontinued operations and gain (loss) from sale of discontinued operations
|
—
|
|
|
—
|
|
|
0.06
|
|
|
0.06
|
|
|
0.08
|
|
|||||
Net income (loss)
|
$
|
0.58
|
|
|
$
|
0.64
|
|
|
$
|
(3.74
|
)
|
|
$
|
0.68
|
|
|
$
|
0.72
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
50,081
|
|
|
50,013
|
|
|
49,935
|
|
|
49,751
|
|
|
49,460
|
|
|||||
Diluted
|
50,338
|
|
|
50,085
|
|
|
49,935
|
|
|
50,039
|
|
|
50,020
|
|
|
Year Ended March 31,
|
||||||||||||||||||
Other Financial Data
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
||||||||||
Capital expenditures
|
$
|
655
|
|
|
$
|
673
|
|
|
$
|
481
|
|
|
$
|
488
|
|
|
$
|
540
|
|
Cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating activities
|
86,670
|
|
|
59,427
|
|
|
66,679
|
|
|
44,989
|
|
|
71,899
|
|
|||||
Investing activities
|
(275,680
|
)
|
|
7,320
|
|
|
(4,672
|
)
|
|
(537
|
)
|
|
(31,051
|
)
|
|||||
Financing activities
|
161,247
|
|
|
(60,831
|
)
|
|
(32,904
|
)
|
|
(52,132
|
)
|
|
(35,290
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
March 31,
|
||||||||||||||||||
Balance Sheet Data
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
||||||||||
Cash and cash equivalents
|
$
|
13,334
|
|
|
$
|
41,097
|
|
|
$
|
35,181
|
|
|
$
|
6,078
|
|
|
$
|
13,758
|
|
Total assets
|
1,056,918
|
|
|
791,412
|
|
|
801,381
|
|
|
1,049,156
|
|
|
1,063,416
|
|
|||||
Total long-term debt, including current maturities
|
492,000
|
|
|
328,087
|
|
|
378,337
|
|
|
411,225
|
|
|
463,350
|
|
|||||
Stockholders’ equity
|
361,832
|
|
|
329,059
|
|
|
294,385
|
|
|
479,073
|
|
|
445,334
|
|
(1)
|
For 2011 and 2007, cost of sales included $7.3 million and $0.3 million, respectively, of charges related to the step-up of inventory associated with acquisitions.
|
(2)
|
For 2011, general and administrative expense included $7.7 million of costs related to the acquisitions of Blacksmith and
Dramamine
.
|
|
|
||
Inventory
|
$
|
1,486
|
|
Intangible assets
|
4,870
|
|
|
Total assets of discontinued operations
|
$
|
6,356
|
|
|
Year Ended March 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Components of Income
|
|
|
|
|
|
||||||
Revenues
|
$
|
4,027
|
|
|
$
|
14,474
|
|
|
$
|
18,369
|
|
Income (loss) from discontinued operations, net of tax
|
591
|
|
|
(112
|
)
|
|
2,768
|
|
|
March 31, 2011
|
|
March 31, 2010
|
||||||||||||||||||||
|
Over-the-
Counter
Healthcare
|
|
Household
Cleaning
|
|
Consolidated
|
|
Over-the-
Counter
Healthcare
|
|
Household
Cleaning
|
|
Consolidated
|
||||||||||||
(
In thousands
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
$
|
147,507
|
|
|
$
|
7,389
|
|
|
$
|
154,896
|
|
|
$
|
104,100
|
|
|
$
|
7,389
|
|
|
$
|
111,489
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Indefinite-lived
|
568,664
|
|
|
119,820
|
|
|
688,484
|
|
|
334,750
|
|
|
119,820
|
|
|
454,570
|
|
||||||
Finite-lived
|
66,477
|
|
|
31,400
|
|
|
97,877
|
|
|
66,645
|
|
|
33,144
|
|
|
99,789
|
|
||||||
|
635,141
|
|
|
151,220
|
|
|
786,361
|
|
|
401,395
|
|
|
152,964
|
|
|
554,359
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
$
|
782,648
|
|
|
$
|
158,609
|
|
|
$
|
941,257
|
|
|
$
|
505,495
|
|
|
$
|
160,353
|
|
|
$
|
665,848
|
|
•
|
Brand History
|
•
|
Market Position
|
•
|
Recent and Projected Sales Growth
|
•
|
History of and Potential for Product Extensions
|
|
Carrying Value
as of
March 31, 2009
|
|
Annual
Amortization
|
||||
Household Cleaning Trademarks
|
$
|
34,888
|
|
|
$
|
1,745
|
|
OTC Healthcare Trademarks
|
10,717
|
|
|
536
|
|
||
|
$
|
45,605
|
|
|
$
|
2,281
|
|
•
|
Reviews period-to-period sales and profitability by brand,
|
•
|
Analyzes industry trends and projects brand growth rates,
|
•
|
Prepares annual sales forecasts,
|
•
|
Evaluates advertising effectiveness,
|
•
|
Analyzes gross margins,
|
•
|
Reviews contractual benefits or limitations,
|
•
|
Monitors competitors’ advertising spend and product innovation,
|
•
|
Prepares projections to measure brand viability over the estimated useful life of the intangible asset, and
|
•
|
Considers the regulatory environment, as well as industry litigation.
|
|
OTC
Healthcare
|
|
Household
Cleaning
|
|
Consolidated
|
||||||
(In thousands)
|
|
|
|
|
|
||||||
Goodwill impairment
|
$
|
125,527
|
|
|
$
|
65,160
|
|
|
$
|
190,687
|
|
|
|
|
|
|
|
||||||
Intangible assets impairment
|
|
|
|
|
|
|
|
|
|||
Indefinite-lived
|
28,603
|
|
|
16,184
|
|
|
44,787
|
|
|||
Finite-lived
|
13,811
|
|
|
—
|
|
|
13,811
|
|
|||
|
42,414
|
|
|
16,184
|
|
|
58,598
|
|
|||
|
|
|
|
|
|
||||||
|
$
|
167,941
|
|
|
$
|
81,344
|
|
|
$
|
249,285
|
|
•
|
Type of instrument (i.e., restricted shares vs. an option, warrant or performance shares),
|
•
|
Strike price of the instrument,
|
•
|
Market price of our common stock on the date of grant,
|
•
|
Discount rates,
|
•
|
Duration of the instrument, and
|
•
|
Volatility of our common stock in the public market.
|
•
|
Rules and regulations promulgated by regulatory agencies,
|
•
|
Sufficiency of the evidence in support of our position,
|
•
|
Anticipated costs to support our position, and
|
•
|
Likelihood of a positive outcome.
|
|
2011
Revenues
|
|
%
|
|
2010
Revenues
|
|
%
|
|
Increase
(Decrease)
|
|
%
|
|
||||||
OTC Healthcare
|
$
|
234,585
|
|
|
69.7
|
|
$
|
181,906
|
|
|
62.2
|
|
$
|
52,679
|
|
|
29.0
|
|
Household Cleaning
|
101,925
|
|
|
30.3
|
|
110,696
|
|
|
37.8
|
|
(8,771
|
)
|
|
(7.9
|
)
|
|||
|
$
|
336,510
|
|
|
100.0
|
|
$
|
292,602
|
|
|
100.0
|
|
$
|
43,908
|
|
|
15.0
|
|
|
2011
Gross Profit
|
|
%
|
|
2010
Gross Profit
|
|
%
|
|
Increase
(Decrease)
|
|
%
|
|
||||||
OTC Healthcare
|
$
|
136,875
|
|
|
58.3
|
|
$
|
114,866
|
|
|
63.1
|
|
$
|
22,009
|
|
|
19.2
|
|
Household Cleaning
|
34,003
|
|
|
33.4
|
|
38,578
|
|
|
34.9
|
|
(4,575
|
)
|
|
(11.9
|
)
|
|||
|
$
|
170,878
|
|
|
50.8
|
|
$
|
153,444
|
|
|
52.4
|
|
$
|
17,434
|
|
|
11.4
|
|
|
2011
Contribution
Margin
|
|
%
|
|
2010
Contribution
Margin
|
|
%
|
|
Increase
(Decrease)
|
|
%
|
|
||||||
OTC Healthcare
|
$
|
100,123
|
|
|
42.7
|
|
$
|
90,602
|
|
|
49.8
|
|
$
|
9,521
|
|
|
10.5
|
|
Household Cleaning
|
27,858
|
|
|
27.3
|
|
31,919
|
|
|
28.8
|
|
(4,061
|
)
|
|
(12.7
|
)
|
|||
|
$
|
127,981
|
|
|
38.0
|
|
$
|
122,521
|
|
|
41.9
|
|
$
|
5,460
|
|
|
4.5
|
|
|
2010
Revenues
|
|
%
|
|
2009
Revenues
|
|
%
|
|
Increase
(Decrease)
|
|
%
|
|
||||||
OTC Healthcare
|
$
|
181,906
|
|
|
62.2
|
|
$
|
178,331
|
|
|
60.6
|
|
$
|
3,575
|
|
|
2.0
|
|
Household Cleaning
|
110,696
|
|
|
37.8
|
|
116,015
|
|
|
39.4
|
|
(5,319
|
)
|
|
(4.6
|
)
|
|||
|
$
|
292,602
|
|
|
100.0
|
|
$
|
294,346
|
|
|
100.0
|
|
$
|
(1,744
|
)
|
|
(0.6
|
)
|
|
2010
Gross Profit
|
|
%
|
|
2009
Gross Profit
|
|
%
|
|
Increase
(Decrease)
|
|
%
|
|
||||||
OTC Healthcare
|
$
|
114,866
|
|
|
63.1
|
|
$
|
113,879
|
|
|
63.9
|
|
$
|
987
|
|
|
0.9
|
|
Household Cleaning
|
38,578
|
|
|
34.9
|
|
41,558
|
|
|
35.8
|
|
(2,980
|
)
|
|
(7.2
|
)
|
|||
|
$
|
153,444
|
|
|
52.4
|
|
$
|
155,437
|
|
|
52.8
|
|
$
|
(1,993
|
)
|
|
(1.3
|
)
|
|
2010
Contribution Margin
|
|
%
|
|
2009
Contribution Margin
|
|
%
|
|
Increase
(Decrease)
|
|
%
|
|
||||||
OTC Healthcare
|
$
|
90,602
|
|
|
49.8
|
|
$
|
84,128
|
|
|
47.2
|
|
$
|
6,474
|
|
|
7.7
|
|
Household Cleaning
|
31,919
|
|
|
28.8
|
|
33,933
|
|
|
29.2
|
|
(2,014
|
)
|
|
(5.9
|
)
|
|||
|
$
|
122,521
|
|
|
41.9
|
|
$
|
118,061
|
|
|
40.1
|
|
$
|
4,460
|
|
|
3.8
|
|
|
Year Ended March 31,
|
||||||||||
(In thousands)
|
2011
|
|
2010
|
|
2009
|
||||||
Net cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
86,670
|
|
|
$
|
59,427
|
|
|
$
|
66,679
|
|
Investing activities
|
(275,680
|
)
|
|
7,320
|
|
|
(4,672
|
)
|
|||
Financing activities
|
161,247
|
|
|
(60,831
|
)
|
|
(32,904
|
)
|
•
|
A net cash inflow of $31.4 million related to working capital in 2011 compared to a net cash outflow of $3.8 million related to working capital in 2010 which resulted in a $35.2 million increase in working capital, partially offset by
|
•
|
A net decrease of $7.9 million in net income plus non-cash expenses in 2011 compared to 2010.
|
•
|
A net cash outflow of $3.8 million related to working capital in 2010 compared to a net cash inflow of $7.9 million related to working capital in 2009 which resulted in a $11.7 million decrease in working capital, partially offset by
|
•
|
A net increase of $4.5 million in net income plus non-cash expenses in 2010 compared to 2009.
|
•
|
$242.0 million of borrowings under the Senior Secured Credit Facility;
|
•
|
$250.0 million of 8.25% Senior Notes due 2018.
|
•
|
Have a leverage ratio of less than 4.30 to 1.0 for the quarter ended March 31, 2011, (defined as, with certain adjustments, the ratio of our consolidated indebtedness as of the last day of the fiscal quarter to our trailing twelve month consolidated net income before interest, taxes, depreciation, amortization, non-cash charges, and certain other items ("EBITDA")). Our leverage ratio requirement decreases over time to 3.50 to 1.0 for the quarter ending March 31, 2014, and remains level thereafter, and
|
•
|
Have an interest coverage ratio of greater than 2.75 to 1.0 for the quarter ended March 31, 2011, (defined as, with certain adjustments, the ratio of our consolidated EBITDA to our trailing twelve month consolidated cash interest expense). Our interest coverage requirement increases over time to 3.25 to 1.0 for the quarter ending March 31, 2013, and remains level thereafter.
|
|
Payments Due by Period
|
||||||||||||||||||
(In Millions)
|
|
|
Less than
|
|
1 to 3
|
|
4 to 5
|
|
After 5
|
||||||||||
Contractual Obligations
|
Total
|
|
1 Year
|
|
Years
|
|
Years
|
|
Years
|
||||||||||
Long-term debt
|
$
|
492.0
|
|
|
$
|
—
|
|
|
$
|
3.7
|
|
|
$
|
238.3
|
|
|
$
|
250.0
|
|
Interest on long-term debt
(1)
|
215.2
|
|
|
34.8
|
|
|
69.4
|
|
|
68.3
|
|
|
42.7
|
|
|||||
Purchase obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Inventory costs
(2)
|
44.8
|
|
|
37.8
|
|
|
2.2
|
|
|
1.0
|
|
|
3.8
|
|
|||||
Other costs
(3)
|
3.3
|
|
|
3.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases
|
2.7
|
|
|
1.0
|
|
|
1.7
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual cash obligations
(4)
|
$
|
758.0
|
|
|
$
|
76.9
|
|
|
$
|
77.0
|
|
|
$
|
307.6
|
|
|
$
|
296.5
|
|
(1)
|
Represents the estimated interest obligations on the outstanding balances of the Term Loan Facility and Senior Notes, together, assuming scheduled principal payments (based on the terms of the loan agreements) are made and assuming a weighted average interest rate of 7.3%. Estimated interest obligations would be different under different assumptions regarding interest rates or timing of principal payments.
|
(2)
|
Purchase obligations for inventory costs are legally binding commitments for projected inventory requirements to be utilized during the normal course of our operations.
|
(3)
|
Purchase obligations for other costs are legally binding commitments for marketing, advertising and capital expenditures. Activity costs for molds and equipment to be paid, based solely on a per unit basis without any deadlines for final payment, have been excluded from the table because we are unable to determine the time period over which such activity costs will be paid.
|
(4)
|
We have excluded FIN 48 obligations because we cannot reasonably estimate when they will occur.
|
•
|
General economic conditions affecting our products and their respective markets,
|
•
|
Our ability to increase organic growth via new product introductions or line extensions,
|
•
|
The high level of competition in our industry and markets (including, without limitation, vendor and stock keeping unit ("SKU") rationalization and expansion of private label product offerings),
|
•
|
Our ability to invest in research and development,
|
•
|
Our dependence on a limited number of customers for a large portion of our sales,
|
•
|
Disruptions in our distribution center,
|
•
|
Acquisitions, dispositions or other strategic transactions diverting managerial resources, or incurrence of additional liabilities or integration problems associated with such transactions,
|
•
|
Changing consumer trends or pricing pressures which may cause us to lower our prices,
|
•
|
Increases in supplier prices and transportation and fuel charges,
|
•
|
Our ability to protect our intellectual property rights,
|
•
|
Shortages of supply of sourced goods or interruptions in the manufacturing of our products,
|
•
|
Our level of indebtedness, and ability to service our debt,
|
•
|
Any adverse judgments rendered in any pending litigation or arbitration,
|
•
|
Our ability to obtain additional financing, and
|
•
|
The restrictions imposed by our Senior Credit Facility and the indenture on our operations.
|
Report of Independent Registered Public Accounting Firm,
PricewaterhouseCoopers LLP
|
|
Consolidated Statements of Operations for each of the three years in
the period ended March 31, 2011
|
|
Consolidated Balance Sheets at March 31, 2011 and 2010
|
|
Consolidated Statements of Changes in Stockholders’ Equity and Comprehensive Income for
each of the three years in the period ended March 31, 2011
|
|
Consolidated Statements of Cash Flows for each of the three years
in the period ended March 31, 2011
|
|
Notes to Consolidated Financial Statements
|
|
Schedule II—Valuation and Qualifying Accounts
|
|
Year Ended March 31,
|
||||||||||
(In thousands, except per share data)
|
2011
|
|
2010
|
|
2009
|
||||||
Revenues
|
|
|
|
|
|
||||||
Net sales
|
$
|
333,715
|
|
|
$
|
287,552
|
|
|
$
|
292,157
|
|
Other revenues
|
2,795
|
|
|
5,050
|
|
|
2,189
|
|
|||
Total revenues
|
336,510
|
|
|
292,602
|
|
|
294,346
|
|
|||
|
|
|
|
|
|
||||||
Cost of Sales
|
|
|
|
|
|
||||||
Cost of sales (exclusive of depreciation shown below)
|
165,632
|
|
|
139,158
|
|
|
138,909
|
|
|||
Gross profit
|
170,878
|
|
|
153,444
|
|
|
155,437
|
|
|||
|
|
|
|
|
|
||||||
Operating Expenses
|
|
|
|
|
|
||||||
Advertising and promotion
|
42,897
|
|
|
30,923
|
|
|
37,376
|
|
|||
General and administrative
|
41,960
|
|
|
34,195
|
|
|
31,888
|
|
|||
Depreciation and amortization
|
9,876
|
|
|
10,001
|
|
|
8,872
|
|
|||
Impairment of goodwill and intangible assets
|
—
|
|
|
—
|
|
|
249,285
|
|
|||
Total operating expenses
|
94,733
|
|
|
75,119
|
|
|
327,421
|
|
|||
Operating income (loss)
|
76,145
|
|
|
78,325
|
|
|
(171,984
|
)
|
|||
|
|
|
|
|
|
||||||
Other (income) expense
|
|
|
|
|
|
||||||
Interest income
|
(1
|
)
|
|
(1
|
)
|
|
(143
|
)
|
|||
Interest expense
|
27,318
|
|
|
22,936
|
|
|
28,579
|
|
|||
Loss on extinguishment of debt
|
300
|
|
|
2,656
|
|
|
—
|
|
|||
Total other expense
|
27,617
|
|
|
25,591
|
|
|
28,436
|
|
|||
Income (loss) from continuing operations before income taxes
|
48,528
|
|
|
52,734
|
|
|
(200,420
|
)
|
|||
Provision (benefit) for income taxes
|
19,349
|
|
|
20,664
|
|
|
(10,876
|
)
|
|||
Income (loss) from continuing operations
|
29,179
|
|
|
32,070
|
|
|
(189,544
|
)
|
|||
|
|
|
|
|
|
||||||
Discontinued Operations
|
|
|
|
|
|
||||||
Income (loss) from discontinued operations, net of income tax
|
591
|
|
|
(112
|
)
|
|
2,768
|
|
|||
Gain (loss) on sale of discontinued operations, net of income tax
|
(550
|
)
|
|
157
|
|
|
—
|
|
|||
Net income (loss)
|
$
|
29,220
|
|
|
$
|
32,115
|
|
|
$
|
(186,776
|
)
|
|
|
|
|
|
|
||||||
Basic earnings (loss) per share:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
0.58
|
|
|
$
|
0.64
|
|
|
$
|
(3.80
|
)
|
Income (loss) from discontinued operations and gain (loss) from sale of discontinued operations
|
—
|
|
|
—
|
|
|
0.06
|
|
|||
Net income (loss)
|
$
|
0.58
|
|
|
$
|
0.64
|
|
|
$
|
(3.74
|
)
|
|
|
|
|
|
|
||||||
Diluted earnings (loss) per share:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
0.58
|
|
|
$
|
0.64
|
|
|
$
|
(3.80
|
)
|
Income (loss) from discontinued operations and gain (loss) from sale of discontinued operations
|
—
|
|
|
—
|
|
|
0.06
|
|
|||
Net income (loss)
|
$
|
0.58
|
|
|
$
|
0.64
|
|
|
$
|
(3.74
|
)
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
50,081
|
|
|
50,013
|
|
|
49,935
|
|
|||
Diluted
|
50,338
|
|
|
50,085
|
|
|
49,935
|
|
(In thousands)
|
March 31,
|
||||||
Assets
|
2011
|
|
2010
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
13,334
|
|
|
$
|
41,097
|
|
Accounts receivable
|
44,393
|
|
|
30,621
|
|
||
Inventories
|
39,751
|
|
|
27,676
|
|
||
Deferred income tax assets
|
5,292
|
|
|
6,353
|
|
||
Prepaid expenses and other current assets
|
4,812
|
|
|
4,917
|
|
||
Current assets of discontinued operations
|
—
|
|
|
1,486
|
|
||
Total current assets
|
107,582
|
|
|
112,150
|
|
||
|
|
|
|
||||
Property and equipment
|
1,444
|
|
|
1,396
|
|
||
Goodwill
|
154,896
|
|
|
111,489
|
|
||
Intangible assets
|
786,361
|
|
|
554,359
|
|
||
Other long-term assets
|
6,635
|
|
|
7,148
|
|
||
Long-term assets of discontinued operations
|
—
|
|
|
4,870
|
|
||
|
|
|
|
||||
Total Assets
|
$
|
1,056,918
|
|
|
$
|
791,412
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity
|
|
|
|
|
|||
Current liabilities
|
|
|
|
|
|||
Accounts payable
|
$
|
21,615
|
|
|
$
|
12,771
|
|
Accrued interest payable
|
10,313
|
|
|
1,561
|
|
||
Other accrued liabilities
|
22,280
|
|
|
11,733
|
|
||
Current portion of long-term debt
|
—
|
|
|
29,587
|
|
||
Total current liabilities
|
54,208
|
|
|
55,652
|
|
||
|
|
|
|
||||
Long-term debt
|
|
|
|
||||
Principal amount
|
492,000
|
|
|
298,500
|
|
||
Less unamortized discount
|
(5,055
|
)
|
|
(3,943
|
)
|
||
Long-term debt, net of unamortized discount
|
486,945
|
|
|
294,557
|
|
||
|
|
|
|
||||
Deferred income tax liabilities
|
153,933
|
|
|
112,144
|
|
||
|
|
|
|
||||
Total Liabilities
|
695,086
|
|
|
462,353
|
|
||
|
|
|
|
||||
Commitments and Contingencies – Note 16
|
|
|
|
|
|||
|
|
|
|
||||
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 – 50,276 shares and 50,154 shares at March 31, 2011 and 2010, respectively
|
503
|
|
|
502
|
|
||
Additional paid-in capital
|
387,932
|
|
|
384,027
|
|
||
Treasury stock, at cost – 160 shares and 124 shares at March 31, 2011 and 2010, respectively
|
(416
|
)
|
|
(63
|
)
|
||
Accumulated deficit
|
(26,187
|
)
|
|
(55,407
|
)
|
||
Total Stockholders’ Equity
|
361,832
|
|
|
329,059
|
|
||
|
|
|
|
||||
Total Liabilities and Stockholders’ Equity
|
$
|
1,056,918
|
|
|
$
|
791,412
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Treasury Stock
|
|
Accumulated
Other
Comprehensive
Income
|
|
Retained
Earnings (Accumulated Deficit)
|
|
Totals
|
||||||||||||||||||
(In thousands)
|
Shares
|
|
Par
Value
|
|
|
Shares
|
|
Amount
|
|
|
|
||||||||||||||||||
Balances at March 31, 2008
|
50,060
|
|
|
$
|
501
|
|
|
$
|
380,364
|
|
|
59
|
|
|
$
|
(47
|
)
|
|
$
|
(999
|
)
|
|
99,254
|
|
|
$
|
479,073
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
2,439
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,439
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Purchase of common stock for treasury
|
—
|
|
|
—
|
|
|
—
|
|
|
65
|
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Components of comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(186,776
|
)
|
|
(186,776
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Amortization of interest rate caps reclassified into earnings, net of income tax expense of $32
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53
|
|
|
—
|
|
|
53
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Unrealized loss on interest rate caps, net of income tax benefit of $238
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(388
|
)
|
|
—
|
|
|
(388
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(187,111
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balances at March 31, 2009
|
50,060
|
|
|
$
|
501
|
|
|
$
|
382,803
|
|
|
124
|
|
|
$
|
(63
|
)
|
|
$
|
(1,334
|
)
|
|
$
|
(87,522
|
)
|
|
$
|
294,385
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Stock-based compensation
|
94
|
|
|
1
|
|
|
1,224
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,225
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Components of comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,115
|
|
|
32,115
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Amortization of interest rate caps reclassified into earnings, net of income tax expense of $818
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,334
|
|
|
—
|
|
|
1,334
|
|
||||||
Total comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,449
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balances at March 31, 2010
|
50,154
|
|
|
$
|
502
|
|
|
$
|
384,027
|
|
|
124
|
|
|
(63
|
)
|
|
$
|
—
|
|
|
$
|
(55,407
|
)
|
|
$
|
329,059
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Treasury Stock
|
|
Accumulated
Other
Comprehensive
Income
|
|
Retained
Earnings (Accumulated Deficit)
|
|
Totals
|
||||||||||||||||||
|
Shares
|
|
Par
Value
|
|
|
Shares
|
|
Amount
|
|
|
|
||||||||||||||||||
Balances at March 31, 2010
|
50,154
|
|
|
$
|
502
|
|
|
$
|
384,027
|
|
|
124
|
|
|
$
|
(63
|
)
|
|
$
|
—
|
|
|
$
|
(55,407
|
)
|
|
$
|
329,059
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
3,575
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,575
|
|
||||||
Exercise of stock options
|
34
|
|
|
|
|
331
|
|
|
|
|
|
|
|
|
|
|
331
|
|
|||||||||||
Issuance of shares related to restricted stock
|
88
|
|
|
1
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||
Shares surrendered as payment of tax withholding
|
|
|
|
|
|
|
36
|
|
|
(353
|
)
|
|
|
|
|
|
(353
|
)
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Components of comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,220
|
|
|
29,220
|
|
||||||
Total comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,220
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balances at March 31, 2011
|
50,276
|
|
|
$
|
503
|
|
|
$
|
387,932
|
|
|
160
|
|
|
$
|
(416
|
)
|
|
—
|
|
|
$
|
(26,187
|
)
|
|
$
|
361,832
|
|
|
Year Ended March 31,
|
|||||||||||
(In thousands)
|
2011
|
|
2010
|
|
2009
|
|||||||
Operating Activities
|
|
|
|
|
|
|||||||
Net income (loss)
|
$
|
29,220
|
|
|
$
|
32,115
|
|
|
$
|
(186,776
|
)
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
10,108
|
|
|
11,450
|
|
|
11,219
|
|
||||
Loss (gain) on sale of discontinued operations
|
890
|
|
|
(253
|
)
|
|
—
|
|
||||
Deferred income taxes
|
9,324
|
|
|
11,012
|
|
|
(19,955
|
)
|
||||
Amortization of deferred financing costs
|
1,043
|
|
|
1,926
|
|
|
2,233
|
|
||||
Impairment of goodwill and intangible assets
|
—
|
|
|
2,751
|
|
|
249,590
|
|
||||
Stock-based compensation costs
|
3,575
|
|
|
2,085
|
|
|
2,439
|
|
||||
Loss on extinguishment of debt
|
300
|
|
|
2,166
|
|
|
—
|
|
||||
Amortization of debt discount
|
702
|
|
|
—
|
|
|
—
|
|
||||
Loss on disposal of equipment
|
153
|
|
|
—
|
|
|
—
|
|
||||
Changes in operating assets and liabilities, net of effects from acquisitions
|
|
|
|
|
|
|
|
|||||
Accounts receivable
|
4,918
|
|
|
6,404
|
|
|
8,193
|
|
||||
Inventories
|
12,443
|
|
|
(3,351
|
)
|
|
2,719
|
|
||||
Prepaid expenses and other current assets
|
154
|
|
|
(3,559
|
)
|
|
458
|
|
||||
Accounts payable
|
1,784
|
|
|
(3,127
|
)
|
|
(2,265
|
)
|
||||
Accrued liabilities
|
12,056
|
|
|
(192
|
)
|
|
(1,176
|
)
|
||||
Net cash provided by operating activities
|
86,670
|
|
|
59,427
|
|
|
66,679
|
|
||||
|
|
|
|
|
|
|||||||
Investing Activities
|
|
|
|
|
|
|
|
|||||
Purchases of equipment
|
(655
|
)
|
|
(673
|
)
|
|
(481
|
)
|
||||
Proceeds from sale of property and equipment
|
12
|
|
|
—
|
|
|
—
|
|
||||
Proceeds from sale of discontinued operations
|
4,122
|
|
|
7,993
|
|
|
—
|
|
||||
Acquisition of Blacksmith, net of cash acquired
|
(202,044
|
)
|
|
—
|
|
—
|
|
—
|
|
|||
Acquisition of Dramamine
|
(77,115
|
)
|
|
—
|
|
—
|
|
—
|
|
|||
Business acquisition purchase price adjustments
|
—
|
|
|
—
|
|
|
(4,191
|
)
|
||||
Net cash (used in) provided by investing activities
|
(275,680
|
)
|
|
7,320
|
|
|
(4,672
|
)
|
||||
|
|
|
|
|
|
|||||||
Financing Activities
|
|
|
|
|
|
|
|
|||||
Proceeds from issuance of debt
|
—
|
|
|
296,046
|
|
|
—
|
|
||||
Proceeds from issuance of Senior Notes
|
100,250
|
|
|
—
|
|
|
—
|
|
||||
Proceeds from issuance of Senior Term Loan
|
112,936
|
|
|
—
|
|
|
—
|
|
||||
Payment of deferred financing costs
|
(830
|
)
|
|
(6,627
|
)
|
|
—
|
|
||||
Repayment of long-term debt
|
(51,087
|
)
|
|
(350,250
|
)
|
|
(32,888
|
)
|
||||
Proceeds from exercise of stock options
|
331
|
|
|
—
|
|
|
—
|
|
||||
Shares surrendered as payment of tax withholding
|
(353
|
)
|
|
—
|
|
|
(16
|
)
|
||||
Net cash provided by (used in) financing activities
|
161,247
|
|
|
(60,831
|
)
|
|
(32,904
|
)
|
||||
(Decrease) increase in cash
|
(27,763
|
)
|
|
5,916
|
|
|
29,103
|
|
||||
Cash - beginning of year
|
41,097
|
|
|
35,181
|
|
|
6,078
|
|
||||
Cash - end of year
|
$
|
13,334
|
|
|
$
|
41,097
|
|
|
$
|
35,181
|
|
|
|
|
|
|
|
|
|||||||
Interest paid
|
$
|
17,509
|
|
|
$
|
24,820
|
|
|
$
|
26,745
|
|
|
Income taxes paid
|
$
|
11,894
|
|
|
$
|
15,494
|
|
|
$
|
9,844
|
|
1.
|
Business and Basis of Presentation
|
|
Years
|
Machinery
|
5
|
Computer equipment
|
3
|
Furniture and fixtures
|
7
|
|
|
||
Inventory
|
$
|
1,486
|
|
Intangible assets
|
4,870
|
|
|
Total assets of discontinued operations
|
$
|
6,356
|
|
|
Year Ended March 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Components of Income
|
|
|
|
|
|
||||||
Revenues
|
$
|
4,027
|
|
|
$
|
14,474
|
|
|
$
|
18,369
|
|
Income (loss) from discontinued operations, net of tax
|
591
|
|
|
(112
|
)
|
|
2,768
|
|
(Unaudited)
|
|
Year Ended March 31,
|
||||||||||
(In thousands, except per share data)
|
|
2011
|
|
2010
|
|
2009
|
||||||
|
|
|
|
|
|
|
||||||
Revenues
|
|
$
|
392,201
|
|
|
$
|
322,055
|
|
|
$
|
294,346
|
|
Income from continuing operations
|
|
30,514
|
|
|
27,887
|
|
|
(189,544
|
)
|
|||
|
|
|
|
|
|
|
||||||
Basic earnings per share:
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
0.61
|
|
|
0.56
|
|
|
(3.80
|
)
|
|||
|
|
|
|
|
|
|
||||||
Diluted earnings per share:
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
0.61
|
|
|
0.56
|
|
|
(3.80
|
)
|
|
March 31,
|
||||||
|
2011
|
|
2010
|
||||
Trade accounts receivable
|
$
|
50,333
|
|
|
$
|
35,527
|
|
Other receivables
|
712
|
|
|
1,588
|
|
||
|
51,045
|
|
|
37,115
|
|
||
Less allowances for discounts, returns and uncollectible accounts
|
(6,652
|
)
|
|
(6,494
|
)
|
||
|
$
|
44,393
|
|
|
$
|
30,621
|
|
|
March 31,
|
||||||
|
2011
|
|
2010
|
||||
Packaging and raw materials
|
$
|
1,287
|
|
|
$
|
1,818
|
|
Finished goods
|
38,464
|
|
|
25,858
|
|
||
|
|
|
|
|
|
||
|
$
|
39,751
|
|
|
$
|
27,676
|
|
|
March 31,
|
||||||
|
2011
|
|
2010
|
||||
Machinery
|
$
|
1,215
|
|
|
$
|
1,620
|
|
Computer equipment
|
2,341
|
|
|
1,570
|
|
||
Furniture and fixtures
|
239
|
|
|
239
|
|
||
Leasehold improvements
|
423
|
|
|
418
|
|
||
|
4,218
|
|
|
3,847
|
|
||
|
|
|
|
|
|
||
Accumulated depreciation
|
(2,774
|
)
|
|
(2,451
|
)
|
||
|
|
|
|
|
|
||
|
$
|
1,444
|
|
|
$
|
1,396
|
|
|
OTC Healthcare
|
|
Household Cleaning
|
|
Consolidated
|
||||||
Balance – March 31, 2008
|
|
|
|
|
|
||||||
Goodwill
|
$
|
238,258
|
|
|
$
|
72,549
|
|
|
$
|
310,807
|
|
Accumulated impairment losses
|
(1,892
|
)
|
|
—
|
|
|
(1,892
|
)
|
|||
Balance – March 31, 2008
|
236,366
|
|
|
72,549
|
|
|
308,915
|
|
|||
|
|
|
|
|
|
||||||
2009 purchase price adjustments
|
(3,988
|
)
|
|
—
|
|
|
(3,988
|
)
|
|||
2009 impairments
|
(125,527
|
)
|
|
(65,160
|
)
|
|
(190,687
|
)
|
|||
|
|
|
|
|
|
||||||
Balance – March 31, 2009
|
|
|
|
|
|
||||||
Goodwill
|
234,270
|
|
|
72,549
|
|
|
306,819
|
|
|||
Accumulated impairment losses
|
(127,419
|
)
|
|
(65,160
|
)
|
|
(192,579
|
)
|
|||
Balance – March 31, 2009
|
106,851
|
|
|
7,389
|
|
|
114,240
|
|
|||
|
|
|
|
|
|
||||||
2010 impairments
|
(2,751
|
)
|
|
—
|
|
|
(2,751
|
)
|
|||
|
|
|
|
|
|
||||||
Balance – March 31, 2010
|
|
|
|
|
|
||||||
Goodwill
|
234,270
|
|
|
72,549
|
|
|
306,819
|
|
|||
Accumulated impairment losses
|
(130,170
|
)
|
|
(65,160
|
)
|
|
(195,330
|
)
|
|||
|
104,100
|
|
|
7,389
|
|
|
111,489
|
|
|||
|
|
|
|
|
|
||||||
2011 additions
|
43,407
|
|
|
—
|
|
|
43,407
|
|
|||
|
|
|
|
|
|
||||||
Balance – March 31, 2011
|
|
|
|
|
|
||||||
Goodwill
|
277,677
|
|
|
72,549
|
|
|
350,226
|
|
|||
Accumulated impairment losses
|
(130,170
|
)
|
|
(65,160
|
)
|
|
(195,330
|
)
|
|||
|
$
|
147,507
|
|
|
$
|
7,389
|
|
|
$
|
154,896
|
|
|
Year Ended March 31, 2009
|
||||||||||||||
|
Indefinite
Lived
Trademarks
|
|
Finite
Lived
Trademarks
|
|
Non
Compete
Agreement
|
|
Totals
|
||||||||
Gross Amount
|
|
|
|
|
|
|
|
||||||||
Balance – March 31, 2008
|
$
|
544,963
|
|
|
$
|
119,470
|
|
|
$
|
196
|
|
|
$
|
664,629
|
|
Additions
|
—
|
|
|
500
|
|
|
—
|
|
|
500
|
|
||||
Reclassifications
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Impairments
|
(44,787
|
)
|
|
(13,811
|
)
|
|
—
|
|
|
(58,598
|
)
|
||||
Disposals
|
—
|
|
|
—
|
|
|
(38
|
)
|
|
(38
|
)
|
||||
Balance – March 31, 2009
|
$
|
500,176
|
|
|
$
|
106,159
|
|
|
$
|
158
|
|
|
$
|
606,493
|
|
|
|
|
|
|
|
|
|
||||||||
Accumulated Amortization
|
|
|
|
|
|
|
|
||||||||
Balance – March 31, 2008
|
$
|
—
|
|
|
$
|
28,377
|
|
|
$
|
141
|
|
|
$
|
28,518
|
|
Additions
|
—
|
|
|
8,837
|
|
|
39
|
|
|
8,876
|
|
||||
Disposals
|
—
|
|
|
—
|
|
|
(38
|
)
|
|
(38
|
)
|
||||
Balance – March 31, 2009
|
$
|
—
|
|
|
$
|
37,214
|
|
|
$
|
142
|
|
|
$
|
37,356
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Intangibles, net – March 31, 2009
|
$
|
500,176
|
|
|
$
|
68,945
|
|
|
$
|
16
|
|
|
$
|
569,137
|
|
|
Year Ended March 31, 2010
|
||||||||||||||
|
Indefinite
Lived
Trademarks
|
|
Finite
Lived
Trademarks
|
|
Non
Compete
Agreement
|
|
Totals
|
||||||||
Gross Amount
|
|
|
|
|
|
|
|
||||||||
Balance – March 31, 2009
|
$
|
500,176
|
|
|
$
|
106,159
|
|
|
$
|
158
|
|
|
$
|
606,493
|
|
Reclassifications
|
(45,605
|
)
|
|
45,605
|
|
|
—
|
|
|
—
|
|
||||
Disposals
|
—
|
|
|
(500
|
)
|
|
—
|
|
|
(500
|
)
|
||||
Balance – March 31, 2010 (including discontinued operations)
|
454,571
|
|
|
151,264
|
|
|
158
|
|
|
605,993
|
|
||||
Long-term assets of discontinued operations
|
—
|
|
|
(8,270
|
)
|
|
—
|
|
|
(8,270
|
)
|
||||
Balance – March 31, 2010
|
$
|
454,571
|
|
|
$
|
142,994
|
|
|
$
|
158
|
|
|
$
|
597,723
|
|
|
|
|
|
|
|
|
|
||||||||
Accumulated Amortization
|
|
|
|
|
|
|
|
||||||||
Balance – March 31, 2009
|
$
|
—
|
|
|
$
|
37,214
|
|
|
$
|
142
|
|
|
$
|
37,356
|
|
Additions
|
—
|
|
|
9,725
|
|
|
16
|
|
|
9,741
|
|
||||
Disposals
|
—
|
|
|
(333
|
)
|
|
—
|
|
|
(333
|
)
|
||||
Balance – March 31, 2010 (including discontinued operations)
|
—
|
|
|
46,606
|
|
|
158
|
|
|
46,764
|
|
||||
Long-term assets of discontinued operations
|
—
|
|
|
(3,400
|
)
|
|
—
|
|
|
(3,400
|
)
|
||||
Balance – March 31, 2010
|
$
|
—
|
|
|
$
|
43,206
|
|
|
$
|
158
|
|
|
$
|
43,364
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Intangibles, net – March 31, 2010
|
$
|
454,571
|
|
|
$
|
99,788
|
|
|
$
|
—
|
|
|
$
|
554,359
|
|
|
Year Ended March 31, 2011
|
||||||||||||||
|
Indefinite
Lived
Trademarks
|
|
Finite
Lived
Trademarks
|
|
Non
Compete
Agreement
|
|
Totals
|
||||||||
Gross Amount
|
|
|
|
|
|
|
|
||||||||
Balance – March 31, 2010 (including discontinued operations)
|
$
|
454,571
|
|
|
$
|
151,264
|
|
|
$
|
158
|
|
|
$
|
605,993
|
|
Additions
|
233,913
|
|
|
7,299
|
|
|
—
|
|
|
241,212
|
|
||||
Disposals
|
—
|
|
|
(8,270
|
)
|
|
—
|
|
|
(8,270
|
)
|
||||
Balance – March 31, 2011
|
$
|
688,484
|
|
|
$
|
150,293
|
|
|
$
|
158
|
|
|
$
|
838,935
|
|
|
|
|
|
|
|
|
|
||||||||
Accumulated Amortization
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance – March 31, 2010
|
$
|
—
|
|
|
$
|
46,606
|
|
|
$
|
158
|
|
|
$
|
46,764
|
|
Additions
|
—
|
|
|
9,210
|
|
|
—
|
|
|
9,210
|
|
||||
Disposals
|
—
|
|
|
(3,400
|
)
|
|
—
|
|
|
(3,400
|
)
|
||||
Balance – March 31, 2011
|
$
|
—
|
|
|
$
|
52,416
|
|
|
$
|
158
|
|
|
$
|
52,574
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Intangibles, net – March 31, 2011
|
$
|
688,484
|
|
|
$
|
97,877
|
|
|
—
|
|
|
$
|
786,361
|
|
Intangible
|
Carrying Value
as of
March 31, 2009
|
|
Annual
Amortization
|
||||
Household Cleaning Trademarks
|
$
|
34,888
|
|
|
$
|
1,745
|
|
OTC Healthcare Trademarks
|
10,717
|
|
|
536
|
|
||
|
$
|
45,605
|
|
|
$
|
2,281
|
|
|
March 31,
|
||||||
|
2011
|
|
2010
|
||||
Accrued marketing costs
|
$
|
9,967
|
|
|
$
|
3,823
|
|
Accrued payroll
|
7,589
|
|
|
5,233
|
|
||
Accrued commissions
|
408
|
|
|
285
|
|
||
Accrued income taxes
|
531
|
|
|
372
|
|
||
Accrued professional fees
|
1,953
|
|
|
1,089
|
|
||
Accrued severance
|
1,324
|
|
|
929
|
|
||
Accrued other
|
508
|
|
|
2
|
|
||
|
|
|
|
||||
|
$
|
22,280
|
|
|
$
|
11,733
|
|
|
March 31,
|
||||||
|
2011
|
|
2010
|
||||
Senior secured term loan facility (“2010 Senior Term Loan”) that bears interest at the Company’s option at either the prime rate plus a margin of 2.25% or LIBOR plus 3.25% with a LIBOR floor of 1.5%. At March 31, 2011, the average interest rate on the 2010 Senior Term Loan was 4.75%. Principal payments of $0.7 million are payable quarterly, with the remaining principal due on the 2010 Senior Term Loan maturity date. The 2010 Senior Term Loan matures on March 24, 2016 and is collateralized by substantially all of the Company’s assets. The 2010 Senior Term Loan is unconditionally guaranteed by Prestige Brands Holdings, Inc. and its domestic wholly-owned subsidiaries, other than Prestige Brands, Inc. (the "Borrower"). Each of these guarantees is joint and several. There are no significant restrictions on the ability of any of the guarantors to obtain funds from their subsidiaries.
|
$
|
242,000
|
|
|
$
|
150,000
|
|
|
|
|
|
||||
Senior unsecured notes ("2010 Senior Notes") bear interest at 8.25%, with interest only payable on April 1st and October 1st of each year. The 2010 Senior Notes mature on April 1, 2018; however, the Company may earlier redeem some or all of the 2010 Senior Notes at redemption prices set forth in the indenture governing the 2010 Senior Notes (the "Senior Notes Indenture"). The 2010 Senior Notes are unconditionally guaranteed by Prestige Brands Holdings, Inc. and its domestic wholly-owned subsidiaries other than Prestige Brands, Inc., the issuer. Each of these guarantees is joint and several. There are no significant restrictions on the ability of any of the guarantors to obtain funds from their subsidiaries.
|
250,000
|
|
|
150,000
|
|
||
|
|
|
|
||||
Senior subordinated notes ("Senior Subordinated Notes") that bore interest of 9.25% which was payable on April 15th and October 15th of each year. The balance outstanding on the Senior Subordinated Notes as of March 31, 2010 was repaid in full on April 15th, 2010. The Senior Subordinated Notes were unconditionally guaranteed by Prestige Brands Holdings, Inc. and its domestic wholly-owned subsidiaries other than Prestige Brands, Inc., the issuer.
|
—
|
|
|
28,087
|
|
||
|
|
|
|
||||
|
492,000
|
|
|
328,087
|
|
||
Current portion of long-term debt
|
—
|
|
|
(29,587
|
)
|
||
|
|
|
|
||||
|
492,000
|
|
|
298,500
|
|
||
Less: unamortized discount on the 2010 Senior Notes
|
(5,055
|
)
|
|
(3,943
|
)
|
||
Long-term debt, net of unamortized discount
|
$
|
486,945
|
|
|
$
|
294,557
|
|
|
Year Ended March 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Numerator
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
29,179
|
|
|
$
|
32,070
|
|
|
$
|
(189,544
|
)
|
Income from discontinued operations and gain on sale
of discontinued operations
|
41
|
|
|
45
|
|
|
2,768
|
|
|||
Net income (loss)
|
$
|
29,220
|
|
|
$
|
32,115
|
|
|
$
|
(186,776
|
)
|
|
|
|
|
|
|
||||||
Denominator
|
|
|
|
|
|
|
|
||||
Denominator for basic earnings per share- weighted average shares
|
50,081
|
|
|
50,013
|
|
|
49,935
|
|
|||
Dilutive effect of unvested restricted common stock (including restricted stock units), options and stock appreciation rights issued to employees and directors
|
257
|
|
|
72
|
|
|
—
|
|
|||
Denominator for diluted earnings per share
|
50,338
|
|
|
50,085
|
|
|
49,935
|
|
|||
|
|
|
|
|
|
||||||
Earnings per Common Share:
|
|
|
|
|
|
|
|
||||
Basic earnings (loss) per share from continuing operations
|
$
|
0.58
|
|
|
$
|
0.64
|
|
|
$
|
(3.80
|
)
|
Basic earnings per share from discontinued operations and gain on sale of discontinued operations
|
—
|
|
|
—
|
|
|
0.06
|
|
|||
Basic net earnings (loss) per share
|
$
|
0.58
|
|
|
$
|
0.64
|
|
|
$
|
(3.74
|
)
|
|
|
|
|
|
|
||||||
Diluted earnings (loss) per share from continuing operations
|
$
|
0.58
|
|
|
$
|
0.64
|
|
|
$
|
(3.80
|
)
|
Diluted earnings per share from discontinued operations and gain on sale of discontinued operations
|
—
|
|
|
—
|
|
|
0.06
|
|
|||
Diluted net earnings (loss) per share
|
$
|
0.58
|
|
|
$
|
0.64
|
|
|
$
|
(3.74
|
)
|
Nonvested Shares
|
|
Shares
(in thousands)
|
|
Weighted-Average
Grant-Date
Fair Value
|
|||
|
|
|
|
|
|||
Nonvested at March 31, 2008
|
|
484.7
|
|
|
$
|
11.78
|
|
|
|
|
|
|
|||
Granted
|
|
303.5
|
|
|
10.85
|
|
|
Vested
|
|
(29.9
|
)
|
|
10.88
|
|
|
Forfeited
|
|
(415.9
|
)
|
|
11.55
|
|
|
Nonvested at March 31, 2009
|
|
342.4
|
|
|
11.31
|
|
|
|
|
|
|
|
|||
Granted
|
|
171.6
|
|
|
7.09
|
|
|
Vested
|
|
(47.8
|
)
|
|
10.97
|
|
|
Forfeited
|
|
(179.1
|
)
|
|
11.28
|
|
|
Nonvested at March 31, 2010
|
|
287.1
|
|
|
8.86
|
|
|
|
|
|
|
|
|||
Granted
|
|
125.0
|
|
|
8.99
|
|
|
Vested
|
|
(88.2
|
)
|
|
9.63
|
|
|
Forfeited
|
|
(48.5
|
)
|
|
10.10
|
|
|
Vested and nonvested at March 31, 2011
|
|
275.4
|
|
|
8.46
|
|
|
Vested at March 31, 2011
|
|
29.2
|
|
|
6.84
|
|
|
Year Ended March 31,
|
||||
|
2011
|
|
2010
|
||
Expected volatility
|
52.8
|
%
|
|
45.6
|
%
|
Expected dividends
|
—
|
|
|
—
|
|
Expected term in years
|
7.0
|
|
|
7.0
|
|
Risk-free rate
|
3.2
|
%
|
|
2.8
|
%
|
Options
|
|
Shares
(in thousands)
|
|
Weighted-Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual Term
|
|
Aggregate
Intrinsic
Value
(in thousands)
|
||||||
|
|
|
|
|
|
|
|
|
||||||
Outstanding at March 31, 2008
|
|
253.5
|
|
|
$
|
12.86
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
||||||
Granted
|
|
413.2
|
|
|
10.91
|
|
|
|
|
|
||||
Exercised
|
|
—
|
|
|
—
|
|
|
|
|
|
||||
Forfeited or expired
|
|
(4.1
|
)
|
|
11.83
|
|
|
|
|
|
||||
Outstanding at March 31, 2009
|
|
662.6
|
|
|
11.65
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||||
Granted
|
|
1,125.0
|
|
|
7.16
|
|
|
|
|
|
||||
Exercised
|
|
—
|
|
|
—
|
|
|
|
|
|
||||
Forfeited or expired
|
|
(203.4
|
)
|
|
11.34
|
|
|
|
|
|
||||
Outstanding at March 31, 2010
|
|
1,584.2
|
|
|
8.50
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||||
Granted
|
|
418.6
|
|
|
9.26
|
|
|
|
|
|
||||
Exercised
|
|
(33.8
|
)
|
|
9.79
|
|
|
|
|
|
||||
Forfeited or expired
|
|
(347.5
|
)
|
|
10.74
|
|
|
|
|
|
||||
Outstanding at March 31, 2011
|
|
1,621.5
|
|
|
8.19
|
|
|
7.9
|
|
|
$
|
5,519
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Exercisable at March 31, 2011
|
|
663.8
|
|
|
$
|
8.66
|
|
|
7.0
|
|
|
2,032
|
|
|
Year Ended March 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
8,793
|
|
|
$
|
10,837
|
|
|
$
|
8,264
|
|
State
|
1,496
|
|
|
1,492
|
|
|
1,130
|
|
|||
Foreign
|
522
|
|
|
415
|
|
|
218
|
|
|||
Deferred
|
|
|
|
|
|
|
|
||||
Federal
|
7,211
|
|
|
6,418
|
|
|
(18,077
|
)
|
|||
State
|
1,327
|
|
|
1,502
|
|
|
(2,411
|
)
|
|||
Total provision (benefit) for income taxes from continuing operations
|
$
|
19,349
|
|
|
$
|
20,664
|
|
|
$
|
(10,876
|
)
|
|
March 31,
|
||||||
|
2011
|
|
2010
|
||||
Deferred Tax Assets
|
|
|
|
||||
Allowance for doubtful accounts and sales returns
|
$
|
2,701
|
|
|
$
|
2,670
|
|
Inventory capitalization
|
812
|
|
|
644
|
|
||
Inventory reserves
|
260
|
|
|
806
|
|
||
Net operating loss carryforwards
|
579
|
|
|
663
|
|
||
Property and equipment
|
—
|
|
|
20
|
|
||
State income taxes
|
7,089
|
|
|
4,964
|
|
||
Accrued liabilities
|
1,768
|
|
|
502
|
|
||
Stock compensation
|
3,003
|
|
|
1,938
|
|
||
Other
|
136
|
|
|
—
|
|
||
Total deferred tax assets
|
16,348
|
|
|
12,207
|
|
||
|
|
|
|
||||
Deferred Tax Liabilities
|
|
|
|
|
|||
Property and equipment
|
(65
|
)
|
|
—
|
|
||
Intangible assets
|
(164,924
|
)
|
|
(117,998
|
)
|
||
Total deferred tax liabilities
|
(164,989
|
)
|
|
(117,998
|
)
|
||
|
|
|
|
||||
Net deferred tax liability
|
$
|
(148,641
|
)
|
|
$
|
(105,791
|
)
|
|
Year Ended March 31,
|
|||||||||||||||||||
(In thousands)
|
2011
|
|
2010
|
|
2009
|
|||||||||||||||
|
|
|
%
|
|
|
|
|
%
|
|
|
|
|
%
|
|
||||||
Income tax provision (benefit) at statutory rate
|
$
|
17,008
|
|
|
35.0
|
|
|
$
|
19,069
|
|
|
35.0
|
|
|
$
|
(68,586
|
)
|
|
(35.0
|
)
|
Foreign tax (benefit) provision
|
(42
|
)
|
|
(0.1
|
)
|
|
(36
|
)
|
|
(0.1
|
)
|
|
83
|
|
|
—
|
|
|||
State income taxes, net of federal income tax benefit
|
1,615
|
|
|
3.3
|
|
|
1,662
|
|
|
3.1
|
|
|
(5,467
|
)
|
|
(2.8
|
)
|
|||
Increase in net deferred tax liability resulting from an increase in the effective state tax rate
|
302
|
|
|
0.6
|
|
|
597
|
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|||
Goodwill
|
—
|
|
|
—
|
|
|
1,039
|
|
|
1.9
|
|
|
64,770
|
|
|
33.1
|
|
|||
Transaction costs
|
367
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other
|
124
|
|
|
0.3
|
|
|
39
|
|
|
0.1
|
|
|
14
|
|
|
—
|
|
|||
Total provision (benefit) for income taxes
|
19,374
|
|
|
39.9
|
|
|
22,370
|
|
|
41.1
|
|
|
(9,186
|
)
|
|
(4.7
|
)
|
|||
Amount included in discontinued operations
|
25
|
|
|
38.2
|
|
|
1,706
|
|
|
97.5
|
|
|
1,690
|
|
|
37.9
|
|
|||
Provision (benefit) for income taxes from continuing operations
|
$
|
19,349
|
|
|
39.9
|
|
|
$
|
20,664
|
|
|
39.2
|
|
|
$
|
(10,876
|
)
|
|
(5.4
|
)
|
|
2011
|
|
2010
|
||||
(In thousands)
|
|
|
|
||||
Balance – beginning of year
|
$
|
315
|
|
|
225
|
|
|
Additions based on tax positions related to the current year
|
141
|
|
|
90
|
|
||
Balance – end of year
|
$
|
456
|
|
|
$
|
315
|
|
|
Facilities
|
|
Equipment
|
|
Total
|
||||||
Year Ending March 31,
|
|
|
|
|
|
||||||
2012
|
$
|
935
|
|
|
$
|
78
|
|
|
$
|
1,013
|
|
2013
|
976
|
|
|
44
|
|
|
1,020
|
|
|||
2014
|
640
|
|
|
21
|
|
|
661
|
|
|||
2015
|
50
|
|
|
—
|
|
|
50
|
|
|||
2016
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
$
|
2,601
|
|
|
$
|
143
|
|
|
$
|
2,744
|
|
(In thousands)
|
|
||
Year Ending March 31,
|
|
||
2012
|
$
|
1,166
|
|
2013
|
1,136
|
|
|
2014
|
1,105
|
|
|
2015
|
1,074
|
|
|
2016
|
1,044
|
|
|
Thereafter
|
2,635
|
|
|
|
|
|
|
|
$
|
8,160
|
|
|
|
Year Ended March 31, 2011
|
||||||||||
|
|
OTC
Healthcare
|
|
Household
Cleaning
|
|
Consolidated
|
||||||
(In thousands)
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
234,042
|
|
|
$
|
99,673
|
|
|
$
|
333,715
|
|
Other revenues
|
|
543
|
|
|
2,252
|
|
|
2,795
|
|
|||
|
|
|
|
|
|
|
||||||
Total revenues
|
|
234,585
|
|
|
101,925
|
|
|
336,510
|
|
|||
Cost of sales
|
|
97,710
|
|
|
67,922
|
|
|
165,632
|
|
|||
|
|
|
|
|
|
|
||||||
Gross profit
|
|
136,875
|
|
|
34,003
|
|
|
170,878
|
|
|||
Advertising and promotion
|
|
36,752
|
|
|
6,145
|
|
|
42,897
|
|
|||
|
|
|
|
|
|
|
||||||
Contribution margin
|
|
$
|
100,123
|
|
|
$
|
27,858
|
|
|
127,981
|
|
|
Other operating expenses
|
|
|
|
|
|
|
|
51,836
|
|
|||
|
|
|
|
|
|
|
||||||
Operating income
|
|
|
|
|
|
|
|
76,145
|
|
|||
Other expenses
|
|
|
|
|
|
|
|
27,617
|
|
|||
Provision for income taxes
|
|
|
|
|
|
|
|
19,349
|
|
|||
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
|
|
|
|
|
|
29,179
|
|
|||
Income from discontinued operations,
net of income tax
|
|
|
|
|
|
591
|
|
|||||
Loss on sale of discontinued operations,
net of income tax benefit
|
|
|
|
|
|
(550
|
)
|
|||||
|
|
|
|
|
|
|
||||||
Net income
|
|
|
|
|
|
$
|
29,220
|
|
|
|
Year Ended March 31, 2010
|
|||||||||||
|
|
OTC
Healthcare
|
|
Household
Cleaning
|
|
|
Consolidated
|
||||||
(In thousands)
|
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
178,755
|
|
|
$
|
108,797
|
|
|
|
$
|
287,552
|
|
Other revenues
|
|
3,151
|
|
|
1,899
|
|
|
|
5,050
|
|
|||
|
|
|
|
|
|
|
|
||||||
Total revenues
|
|
181,906
|
|
|
110,696
|
|
|
|
292,602
|
|
|||
Cost of sales
|
|
67,040
|
|
|
72,118
|
|
|
|
139,158
|
|
|||
|
|
|
|
|
|
|
|
||||||
Gross profit
|
|
114,866
|
|
|
38,578
|
|
|
|
153,444
|
|
|||
Advertising and promotion
|
|
24,264
|
|
|
6,659
|
|
|
|
30,923
|
|
|||
|
|
|
|
|
|
|
|
||||||
Contribution margin
|
|
$
|
90,602
|
|
|
$
|
31,919
|
|
|
|
122,521
|
|
|
Other operating expenses
|
|
|
|
|
|
|
|
|
44,196
|
|
|||
|
|
|
|
|
|
|
|
||||||
Operating income
|
|
|
|
|
|
|
|
|
78,325
|
|
|||
Other expenses
|
|
|
|
|
|
|
|
|
25,591
|
|
|||
Provision for income taxes
|
|
|
|
|
|
|
|
|
20,664
|
|
|||
|
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
|
|
|
|
|
|
|
32,070
|
|
|||
Loss from discontinued operations, net of income tax benefit
|
|
|
|
|
|
|
(112
|
)
|
|||||
Gain on sale of discontinued operations,
net of income tax
|
|
|
|
|
|
|
157
|
|
|||||
|
|
|
|
|
|
|
|
||||||
Net income
|
|
|
|
|
|
|
|
|
$
|
32,115
|
|
|
|
Year Ended March 31, 2009
|
||||||||||
|
|
OTC
Healthcare
|
|
Household
Cleaning
|
|
Consolidated
|
||||||
(In thousands)
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
178,234
|
|
|
$
|
113,923
|
|
|
$
|
292,157
|
|
Other revenues
|
|
97
|
|
|
2,092
|
|
|
2,189
|
|
|||
|
|
|
|
|
|
|
||||||
Total revenues
|
|
178,331
|
|
|
116,015
|
|
|
294,346
|
|
|||
Cost of sales
|
|
64,452
|
|
|
74,457
|
|
|
138,909
|
|
|||
|
|
|
|
|
|
|
||||||
Gross profit
|
|
113,879
|
|
|
41,558
|
|
|
155,437
|
|
|||
Advertising and promotion
|
|
29,751
|
|
|
7,625
|
|
|
37,376
|
|
|||
|
|
|
|
|
|
|
||||||
Contribution margin
|
|
$
|
84,128
|
|
|
$
|
33,933
|
|
|
118,061
|
|
|
Other operating expenses
|
|
|
|
|
|
|
|
40,760
|
|
|||
Impairment of goodwill and intangibles
|
|
|
|
|
|
249,285
|
|
|||||
|
|
|
|
|
|
|
||||||
Operating loss
|
|
|
|
|
|
|
|
(171,984
|
)
|
|||
Other expenses
|
|
|
|
|
|
|
|
28,436
|
|
|||
Income tax benefit
|
|
|
|
|
|
|
|
(10,876
|
)
|
|||
|
|
|
|
|
|
|
||||||
Loss from continuing operations
|
|
|
|
|
|
|
|
(189,544
|
)
|
|||
Income from discontinued operations,
net of income tax
|
|
|
|
|
|
2,768
|
|
|||||
|
|
|
|
|
|
|
||||||
Net loss
|
|
|
|
|
|
|
|
$
|
(186,776
|
)
|
(In thousands)
|
|
OTC Healthcare
|
|
Household Cleaning
|
|
Consolidated
|
||||||
Goodwill
|
|
$
|
147,507
|
|
|
$
|
7,389
|
|
|
$
|
154,896
|
|
|
|
|
|
|
|
|
||||||
Intangible assets
|
|
|
|
|
|
|
||||||
Indefinite-lived
|
|
568,664
|
|
|
119,820
|
|
|
688,484
|
|
|||
Finite-lived
|
|
66,477
|
|
|
31,400
|
|
|
97,877
|
|
|||
|
|
635,141
|
|
|
151,220
|
|
|
786,361
|
|
|||
|
|
|
|
|
|
|
||||||
|
|
$
|
782,648
|
|
|
$
|
158,609
|
|
|
$
|
941,257
|
|
|
|
Quarterly Period Ended
|
||||||||||||||
(In thousands, except for
per share data)
|
|
June 30,
2010
|
|
|
September 30,
2010
|
|
|
December 31,
2010
|
|
|
March 31,
2011
|
|
||||
Total revenues
|
|
$
|
71,236
|
|
|
$
|
78,303
|
|
|
$
|
90,608
|
|
|
$
|
96,363
|
|
Cost of sales
|
|
33,265
|
|
|
35,713
|
|
|
46,596
|
|
|
50,058
|
|
||||
Gross profit
|
|
37,971
|
|
|
42,590
|
|
|
44,012
|
|
|
46,305
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Advertising and promotion
|
|
7,486
|
|
|
8,240
|
|
|
13,049
|
|
|
14,122
|
|
||||
General and administrative
|
|
7,414
|
|
|
8,101
|
|
|
15,426
|
|
|
11,019
|
|
||||
Depreciation and amortization
|
|
2,410
|
|
|
2,413
|
|
|
2,513
|
|
|
2,540
|
|
||||
|
|
17,310
|
|
|
18,754
|
|
|
30,988
|
|
|
27,681
|
|
||||
Operating income
|
|
20,661
|
|
|
23,836
|
|
|
13,024
|
|
|
18,624
|
|
||||
Net interest expense
|
|
5,461
|
|
|
5,373
|
|
|
7,674
|
|
|
8,809
|
|
||||
Loss on extinguishment of debt
|
|
300
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Income from continuing operations
before income taxes
|
|
14,900
|
|
|
18,463
|
|
|
5,350
|
|
|
9,815
|
|
||||
Provision for income taxes
|
|
5,691
|
|
|
7,053
|
|
|
3,204
|
|
|
3,401
|
|
||||
Income from continuing operations
|
|
9,209
|
|
|
11,410
|
|
|
2,146
|
|
|
6,414
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Discontinued Operations
|
|
|
|
|
|
|
|
|
||||||||
Income from discontinued operations,
net of income tax
|
|
397
|
|
|
162
|
|
|
32
|
|
|
—
|
|
||||
Gain on sale of discontinued operations,
net of income tax
|
|
—
|
|
|
(550
|
)
|
|
—
|
|
|
—
|
|
||||
Net income
|
|
$
|
9,606
|
|
|
$
|
11,022
|
|
|
$
|
2,178
|
|
|
$
|
6,414
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
|
$
|
0.18
|
|
|
$
|
0.23
|
|
|
$
|
0.04
|
|
|
$
|
0.13
|
|
Income (loss) from discontinued operations and gain (loss) from sale of discontinued operations
|
|
0.01
|
|
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
||||
Net income
|
|
$
|
0.19
|
|
|
$
|
0.22
|
|
|
$
|
0.04
|
|
|
$
|
0.13
|
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
|
$
|
0.18
|
|
|
$
|
0.23
|
|
|
$
|
0.04
|
|
|
$
|
0.13
|
|
Income (loss) from discontinued operations and gain (loss) from sale of discontinued operations
|
|
0.01
|
|
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
||||
Net income
|
|
$
|
0.19
|
|
|
$
|
0.22
|
|
|
$
|
0.04
|
|
|
$
|
0.13
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
50,038
|
|
|
50,053
|
|
|
50,085
|
|
|
50,129
|
|
||||
Diluted
|
|
50,105
|
|
|
50,141
|
|
|
50,533
|
|
|
50,555
|
|
|
|
Quarterly Period Ended
|
||||||||||||||
(In thousands, except for
per share data)
|
|
June 30,
2009
|
|
September 30,
2009
|
|
December 31,
2009
|
|
March 31,
2010
|
||||||||
Total revenues
|
|
$
|
68,114
|
|
|
$
|
80,729
|
|
|
$
|
73,818
|
|
|
$
|
69,941
|
|
Cost of sales
|
|
31,591
|
|
|
37,936
|
|
|
34,647
|
|
|
34,984
|
|
||||
Gross profit
|
|
36,523
|
|
|
42,793
|
|
|
39,171
|
|
|
34,957
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses
|
|
|
|
|
|
|
|
|
||||||||
Advertising and promotion
|
|
8,667
|
|
|
9,675
|
|
|
6,037
|
|
|
6,544
|
|
||||
General and administrative
|
|
8,195
|
|
|
10,481
|
|
|
7,411
|
|
|
8,108
|
|
||||
Depreciation and amortization
|
|
2,207
|
|
|
2,703
|
|
|
2,458
|
|
|
2,633
|
|
||||
|
|
19,069
|
|
|
22,859
|
|
|
15,906
|
|
|
17,285
|
|
||||
Operating income
|
|
17,454
|
|
|
19,934
|
|
|
23,265
|
|
|
17,672
|
|
||||
Net interest expense
|
|
5,653
|
|
|
5,642
|
|
|
5,558
|
|
|
6,082
|
|
||||
Loss on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,656
|
|
||||
Income from continuing operations before income taxes
|
|
11,801
|
|
|
14,292
|
|
|
17,707
|
|
|
8,934
|
|
||||
Provision for income taxes
|
|
4,472
|
|
|
5,417
|
|
|
7,642
|
|
|
3,133
|
|
||||
Income from continuing operations
|
|
7,329
|
|
|
8,875
|
|
|
10,065
|
|
|
5,801
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Discontinued Operations
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from discontinued operations, net of income tax
|
|
996
|
|
|
1,048
|
|
|
358
|
|
|
(2,514
|
)
|
||||
Gain on sale of discontinued operations,
net of income tax
|
|
—
|
|
|
—
|
|
|
157
|
|
|
—
|
|
||||
Net income
|
|
$
|
8,325
|
|
|
$
|
9,923
|
|
|
$
|
10,580
|
|
|
$
|
3,287
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income from continuing operations
|
|
$
|
0.15
|
|
|
$
|
0.18
|
|
|
$
|
0.20
|
|
|
$
|
0.12
|
|
Income (loss) and from discontinued operations and gain (loss) from sale of discontinued operations
|
|
0.02
|
|
|
0.02
|
|
|
0.01
|
|
|
(0.05
|
)
|
||||
Net income
|
|
$
|
0.17
|
|
|
$
|
0.20
|
|
|
$
|
0.21
|
|
|
$
|
0.07
|
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income from continuing operations
|
|
$
|
0.15
|
|
|
$
|
0.18
|
|
|
$
|
0.20
|
|
|
$
|
0.12
|
|
Income (loss) and from discontinued operations and gain (loss) from sale of discontinued operations
|
|
0.02
|
|
|
0.02
|
|
|
0.01
|
|
|
(0.05
|
)
|
||||
Net income
|
|
$
|
0.17
|
|
|
$
|
0.20
|
|
|
$
|
0.21
|
|
|
$
|
0.07
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
49,982
|
|
|
50,012
|
|
|
50,030
|
|
|
50,030
|
|
||||
Diluted
|
|
50,095
|
|
|
50,055
|
|
|
50,074
|
|
|
50,105
|
|
(In thousands)
|
|
Prestige
Brands
Holdings,
Inc.
|
|
Prestige
Brands,
Inc.,
the issuer
|
|
Combined
Subsidiary
Guarantors
|
|
Combined
Non-
guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues
|
|
$
|
—
|
|
|
$
|
230,302
|
|
|
$
|
99,672
|
|
|
$
|
3,741
|
|
|
$
|
—
|
|
|
$
|
333,715
|
|
Other revenues
|
|
—
|
|
|
542
|
|
|
2,253
|
|
|
1,666
|
|
|
(1,666
|
)
|
|
2,795
|
|
||||||
Total Revenues
|
|
—
|
|
|
230,844
|
|
|
101,925
|
|
|
5,407
|
|
|
(1,666
|
)
|
|
336,510
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of sales (exclusive of depreciation)
|
|
—
|
|
|
97,872
|
|
|
67,923
|
|
|
1,503
|
|
|
(1,666
|
)
|
|
165,632
|
|
||||||
Gross profit
|
|
—
|
|
|
132,972
|
|
|
34,002
|
|
|
3,904
|
|
|
—
|
|
|
170,878
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Advertising and promotion
|
|
—
|
|
|
35,259
|
|
|
6,145
|
|
|
1,493
|
|
|
—
|
|
|
42,897
|
|
||||||
General and administrative
|
|
(298
|
)
|
|
30,899
|
|
|
11,289
|
|
|
70
|
|
|
—
|
|
|
41,960
|
|
||||||
Depreciation and amortization
|
|
486
|
|
|
7,473
|
|
|
1,848
|
|
|
69
|
|
|
—
|
|
|
9,876
|
|
||||||
Total operating expenses
|
|
188
|
|
|
73,631
|
|
|
19,282
|
|
|
1,632
|
|
|
—
|
|
|
94,733
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating income (loss)
|
|
(188
|
)
|
|
59,341
|
|
|
14,720
|
|
|
2,272
|
|
|
—
|
|
|
76,145
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other (income) expense
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income
|
|
(51,909
|
)
|
|
(9,116
|
)
|
|
—
|
|
|
(189
|
)
|
|
61,213
|
|
|
(1
|
)
|
||||||
Interest expense
|
|
—
|
|
|
74,409
|
|
|
14,118
|
|
|
4
|
|
|
(61,213
|
)
|
|
27,318
|
|
||||||
Loss on extinguishment of debt
|
|
—
|
|
|
300
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
300
|
|
||||||
Equity in income of subsidiaries
|
|
1,875
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,875
|
)
|
|
—
|
|
||||||
Total other (income) expense
|
|
(50,034
|
)
|
|
65,593
|
|
|
14,118
|
|
|
(185
|
)
|
|
(1,875
|
)
|
|
27,617
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) from continuing operations before income taxes
|
|
49,846
|
|
|
(6,252
|
)
|
|
602
|
|
|
2,457
|
|
|
1,875
|
|
|
48,528
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Provision (benefit) for income taxes
|
|
20,626
|
|
|
(2,081
|
)
|
|
274
|
|
|
530
|
|
|
—
|
|
|
19,349
|
|
||||||
Income (loss) from continuing operations
|
|
29,220
|
|
|
(4,171
|
)
|
|
328
|
|
|
1,927
|
|
|
1,875
|
|
|
29,179
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) from discontinued operations, net of income tax
|
|
—
|
|
|
578
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
591
|
|
||||||
Loss on sale of discontinued operations, net of income tax benefit
|
|
—
|
|
|
(550
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(550
|
)
|
||||||
Net income (loss)
|
|
$
|
29,220
|
|
|
$
|
(4,143
|
)
|
|
$
|
341
|
|
|
$
|
1,927
|
|
|
$
|
1,875
|
|
|
$
|
29,220
|
|
(In thousands)
|
|
Prestige
Brands
Holdings,
Inc.
|
|
Prestige
Brands,
Inc.,
the issuer
|
|
Combined
Subsidiary
Guarantors
|
|
Combined
Non-
guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues
|
|
$
|
—
|
|
|
$
|
175,203
|
|
|
$
|
108,797
|
|
|
$
|
3,552
|
|
|
$
|
—
|
|
|
$
|
287,552
|
|
Other revenues
|
|
—
|
|
|
3,150
|
|
|
1,900
|
|
|
1,297
|
|
|
(1,297
|
)
|
|
5,050
|
|
||||||
Total Revenues
|
|
—
|
|
|
178,353
|
|
|
110,697
|
|
|
4,849
|
|
|
(1,297
|
)
|
|
292,602
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of sales (exclusive of depreciation)
|
|
—
|
|
|
66,882
|
|
|
72,119
|
|
|
1,454
|
|
|
(1,297
|
)
|
|
139,158
|
|
||||||
Gross profit
|
|
—
|
|
|
111,471
|
|
|
38,578
|
|
|
3,395
|
|
|
—
|
|
|
153,444
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Advertising and promotion
|
|
—
|
|
|
22,867
|
|
|
6,659
|
|
|
1,397
|
|
|
—
|
|
|
30,923
|
|
||||||
General and administrative
|
|
533
|
|
|
20,840
|
|
|
12,445
|
|
|
377
|
|
|
—
|
|
|
34,195
|
|
||||||
Depreciation and amortization
|
|
384
|
|
|
7,657
|
|
|
1,889
|
|
|
71
|
|
|
—
|
|
|
10,001
|
|
||||||
Total operating expenses (income)
|
|
917
|
|
|
51,364
|
|
|
20,993
|
|
|
1,845
|
|
|
—
|
|
|
75,119
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating income (loss)
|
|
(917
|
)
|
|
60,107
|
|
|
17,585
|
|
|
1,550
|
|
|
—
|
|
|
78,325
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other (income) expense
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income
|
|
(52,265
|
)
|
|
(9,246
|
)
|
|
—
|
|
|
(123
|
)
|
|
61,633
|
|
|
(1
|
)
|
||||||
Interest expense
|
|
—
|
|
|
70,344
|
|
|
14,215
|
|
|
10
|
|
|
(61,633
|
)
|
|
22,936
|
|
||||||
Loss on extinguishment of debt
|
|
—
|
|
|
2,656
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,656
|
|
||||||
Equity in income of subsidiaries
|
|
(808
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
808
|
|
|
—
|
|
||||||
Total other (income) expense
|
|
(53,073
|
)
|
|
63,754
|
|
|
14,215
|
|
|
(113
|
)
|
|
808
|
|
|
25,591
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) from continuing operations before income taxes
|
|
52,156
|
|
|
(3,647
|
)
|
|
3,370
|
|
|
1,663
|
|
|
(808
|
)
|
|
52,734
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Provision (benefit) for income taxes
|
|
20,041
|
|
|
(1,266
|
)
|
|
1,480
|
|
|
409
|
|
|
—
|
|
|
20,664
|
|
||||||
Income (loss) from continuing operations
|
|
32,115
|
|
|
(2,381
|
)
|
|
1,890
|
|
|
1,254
|
|
|
(808
|
)
|
|
32,070
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income/(loss) from discontinued operations, net of income tax/(benefit)
|
|
—
|
|
|
(368
|
)
|
|
256
|
|
|
—
|
|
|
—
|
|
|
(112
|
)
|
||||||
Gain/(loss) on sale of discontinued operations, net of income tax/(benefit)
|
|
—
|
|
|
787
|
|
|
(630
|
)
|
|
—
|
|
|
—
|
|
|
157
|
|
||||||
Net income (loss)
|
|
$
|
32,115
|
|
|
$
|
(1,962
|
)
|
|
$
|
1,516
|
|
|
$
|
1,254
|
|
|
$
|
(808
|
)
|
|
$
|
32,115
|
|
(In thousands)
|
|
Prestige
Brands
Holdings,
Inc.
|
|
Prestige
Brands,
Inc.,
the issuer
|
|
Combined
Subsidiary
Guarantors
|
|
Combined
Non-
guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues
|
|
$
|
—
|
|
|
$
|
174,993
|
|
|
$
|
113,923
|
|
|
$
|
3,241
|
|
|
$
|
—
|
|
|
$
|
292,157
|
|
Other revenues
|
|
—
|
|
|
55
|
|
|
2,093
|
|
|
1,639
|
|
|
(1,598
|
)
|
|
2,189
|
|
||||||
Total Revenues
|
|
—
|
|
|
175,048
|
|
|
116,016
|
|
|
4,880
|
|
|
(1,598
|
)
|
|
294,346
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of sales (exclusive of depreciation)
|
|
—
|
|
|
64,805
|
|
|
74,457
|
|
|
1,245
|
|
|
(1,598
|
)
|
|
138,909
|
|
||||||
Gross profit
|
|
—
|
|
|
110,243
|
|
|
41,559
|
|
|
3,635
|
|
|
—
|
|
|
155,437
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Advertising and promotion
|
|
—
|
|
|
28,423
|
|
|
7,625
|
|
|
1,328
|
|
|
—
|
|
|
37,376
|
|
||||||
General and administrative
|
|
(34
|
)
|
|
19,348
|
|
|
11,614
|
|
|
960
|
|
|
—
|
|
|
31,888
|
|
||||||
Depreciation and amortization
|
|
297
|
|
|
8,359
|
|
|
152
|
|
|
64
|
|
|
—
|
|
|
8,872
|
|
||||||
Impairment of goodwill and intangible assets
|
|
—
|
|
|
167,941
|
|
|
81,344
|
|
|
—
|
|
|
—
|
|
|
249,285
|
|
||||||
Total operating expenses
|
|
263
|
|
|
224,071
|
|
|
100,735
|
|
|
2,352
|
|
|
—
|
|
|
327,421
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating income (loss)
|
|
(263
|
)
|
|
(113,828
|
)
|
|
(59,176
|
)
|
|
1,283
|
|
|
—
|
|
|
(171,984
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other (income) expense
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income
|
|
(52,751
|
)
|
|
(9,406
|
)
|
|
—
|
|
|
(40
|
)
|
|
62,054
|
|
|
(143
|
)
|
||||||
Interest expense
|
|
—
|
|
|
76,309
|
|
|
14,312
|
|
|
12
|
|
|
(62,054
|
)
|
|
28,579
|
|
||||||
Equity in income of subsidiaries
|
|
227,126
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(227,126
|
)
|
|
—
|
|
||||||
Total other (income) expense
|
|
174,375
|
|
|
66,903
|
|
|
14,312
|
|
|
(28
|
)
|
|
(227,126
|
)
|
|
28,436
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) from continuing operations before income taxes
|
|
(174,638
|
)
|
|
(180,731
|
)
|
|
(73,488
|
)
|
|
1,311
|
|
|
227,126
|
|
|
(200,420
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Provision (benefit) for income taxes
|
|
12,138
|
|
|
(20,287
|
)
|
|
(3,175
|
)
|
|
448
|
|
|
—
|
|
|
(10,876
|
)
|
||||||
Income (loss) from continuing operations
|
|
(186,776
|
)
|
|
(160,444
|
)
|
|
(70,313
|
)
|
|
863
|
|
|
227,126
|
|
|
(189,544
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income from discontinued operations, net of income tax
|
|
—
|
|
|
2,227
|
|
|
541
|
|
|
—
|
|
|
—
|
|
|
2,768
|
|
||||||
Net income (loss)
|
|
$
|
(186,776
|
)
|
|
$
|
(158,217
|
)
|
|
$
|
(69,772
|
)
|
|
$
|
863
|
|
|
$
|
227,126
|
|
|
$
|
(186,776
|
)
|
(In thousands)
|
|
Prestige
Brands
Holdings,
Inc.
|
|
Prestige
Brands,
Inc.,
the issuer
|
|
Combined
Subsidiary
Guarantors
|
|
Combined
Non-
guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
|
$
|
12,698
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
636
|
|
|
$
|
—
|
|
|
$
|
13,334
|
|
Accounts receivable
|
|
13
|
|
|
34,835
|
|
|
8,842
|
|
|
703
|
|
|
—
|
|
|
44,393
|
|
||||||
Inventories
|
|
—
|
|
|
31,023
|
|
|
8,050
|
|
|
678
|
|
|
—
|
|
|
39,751
|
|
||||||
Deferred income tax assets
|
|
646
|
|
|
4,168
|
|
|
477
|
|
|
1
|
|
|
—
|
|
|
5,292
|
|
||||||
Prepaid expenses and other current assets
|
|
4,505
|
|
|
156
|
|
|
150
|
|
|
1
|
|
|
—
|
|
|
4,812
|
|
||||||
Total current assets
|
|
17,862
|
|
|
70,182
|
|
|
17,519
|
|
|
2,019
|
|
|
—
|
|
|
107,582
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment
|
|
1,131
|
|
|
127
|
|
|
173
|
|
|
13
|
|
|
—
|
|
|
1,444
|
|
||||||
Goodwill
|
|
—
|
|
|
147,506
|
|
|
7,390
|
|
|
—
|
|
|
—
|
|
|
154,896
|
|
||||||
Intangible assets
|
|
—
|
|
|
634,704
|
|
|
151,220
|
|
|
437
|
|
|
—
|
|
|
786,361
|
|
||||||
Other long-term assets
|
|
—
|
|
|
6,635
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,635
|
|
||||||
Intercompany receivable
|
|
1,007,260
|
|
|
954,317
|
|
|
92,251
|
|
|
4,558
|
|
|
(2,058,386
|
)
|
|
—
|
|
||||||
Investment in subsidiary
|
|
456,119
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(456,119
|
)
|
|
—
|
|
||||||
Total Assets
|
|
$
|
1,482,372
|
|
|
$
|
1,813,471
|
|
|
$
|
268,553
|
|
|
$
|
7,027
|
|
|
$
|
(2,514,505
|
)
|
|
$
|
1,056,918
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
|
$
|
1,920
|
|
|
$
|
14,656
|
|
|
$
|
4,627
|
|
|
$
|
412
|
|
|
$
|
—
|
|
|
$
|
21,615
|
|
Accrued interest payable
|
|
—
|
|
|
10,313
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,313
|
|
||||||
Other accrued liabilities
|
|
15,555
|
|
|
15,134
|
|
|
(7,382
|
)
|
|
(1,027
|
)
|
|
—
|
|
|
22,280
|
|
||||||
Total current liabilities
|
|
17,475
|
|
|
40,103
|
|
|
(2,755
|
)
|
|
(615
|
)
|
|
—
|
|
|
54,208
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Principal amount
|
|
—
|
|
|
492,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
492,000
|
|
||||||
Less unamortized discount
|
|
—
|
|
|
(5,055
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,055
|
)
|
||||||
Long-term debt, net of unamortized discount
|
|
—
|
|
|
486,945
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
486,945
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deferred income tax liabilities
|
|
(2,846
|
)
|
|
132,549
|
|
|
24,135
|
|
|
95
|
|
|
—
|
|
|
153,933
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Intercompany payable
|
|
931,601
|
|
|
952,721
|
|
|
173,310
|
|
|
754
|
|
|
(2,058,386
|
)
|
|
—
|
|
||||||
Intercompany equity in subsidiaries
|
|
174,310
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(174,310
|
)
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total Liabilities
|
|
1,120,540
|
|
|
1,612,318
|
|
|
194,690
|
|
|
234
|
|
|
(2,232,696
|
)
|
|
695,086
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Common Stock
|
|
503
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
503
|
|
||||||
Additional paid-in capital
|
|
387,932
|
|
|
337,458
|
|
|
118,637
|
|
|
24
|
|
|
(456,119
|
)
|
|
387,932
|
|
||||||
Treasury stock
|
|
(416
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(416
|
)
|
||||||
Retained earnings (accumulated deficit)
|
|
(26,187
|
)
|
|
(142,032
|
)
|
|
(44,774
|
)
|
|
12,496
|
|
|
174,310
|
|
|
(26,187
|
)
|
||||||
Intercompany dividends
|
|
—
|
|
|
5,727
|
|
|
—
|
|
|
(5,727
|
)
|
|
—
|
|
|
—
|
|
||||||
Total Stockholders' Equity
|
|
361,832
|
|
|
201,153
|
|
|
73,863
|
|
|
6,793
|
|
|
(281,809
|
)
|
|
361,832
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total Liabilities and Stockholders' Equity
|
|
$
|
1,482,372
|
|
|
$
|
1,813,471
|
|
|
$
|
268,553
|
|
|
$
|
7,027
|
|
|
$
|
(2,514,505
|
)
|
|
$
|
1,056,918
|
|
(In thousands)
|
|
Prestige
Brands
Holdings,
Inc.
|
|
Prestige
Brands,
Inc.,
the issuer
|
|
Combined
Subsidiary
Guarantors
|
|
Combined
Non-
guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
|
$
|
40,644
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
453
|
|
|
$
|
—
|
|
|
$
|
41,097
|
|
Accounts receivable
|
|
1,054
|
|
|
18,865
|
|
|
10,025
|
|
|
677
|
|
|
—
|
|
|
30,621
|
|
||||||
Inventories
|
|
—
|
|
|
19,798
|
|
|
7,257
|
|
|
621
|
|
|
—
|
|
|
27,676
|
|
||||||
Deferred income tax assets
|
|
2,315
|
|
|
3,639
|
|
|
398
|
|
|
1
|
|
|
—
|
|
|
6,353
|
|
||||||
Prepaid expenses and other current assets
|
|
4,442
|
|
|
226
|
|
|
248
|
|
|
1
|
|
|
—
|
|
|
4,917
|
|
||||||
Current assets of discontinued operations
|
|
—
|
|
|
1,486
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,486
|
|
||||||
Total current assets
|
|
48,455
|
|
|
44,014
|
|
|
17,928
|
|
|
1,753
|
|
|
—
|
|
|
112,150
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment
|
|
841
|
|
|
236
|
|
|
297
|
|
|
22
|
|
|
—
|
|
|
1,396
|
|
||||||
Goodwill
|
|
—
|
|
|
104,099
|
|
|
7,390
|
|
|
—
|
|
|
—
|
|
|
111,489
|
|
||||||
Intangible assets
|
|
—
|
|
|
400,900
|
|
|
152,964
|
|
|
495
|
|
|
—
|
|
|
554,359
|
|
||||||
Other long-term assets
|
|
—
|
|
|
7,148
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,148
|
|
||||||
Long-term assets of discontinued operations
|
|
—
|
|
|
4,870
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,870
|
|
||||||
Intercompany receivable
|
|
712,224
|
|
|
729,069
|
|
|
90,251
|
|
|
3,989
|
|
|
(1,535,533
|
)
|
|
—
|
|
||||||
Investment in subsidiary
|
|
456,119
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(456,119
|
)
|
|
—
|
|
||||||
Total Assets
|
|
$
|
1,217,639
|
|
|
$
|
1,290,336
|
|
|
$
|
268,830
|
|
|
$
|
6,259
|
|
|
$
|
(1,991,652
|
)
|
|
$
|
791,412
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
|
$
|
2,526
|
|
|
$
|
5,837
|
|
|
$
|
4,060
|
|
|
$
|
348
|
|
|
$
|
—
|
|
|
$
|
12,771
|
|
Accrued interest payable
|
|
—
|
|
|
1,561
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,561
|
|
||||||
Other accrued liabilities
|
|
10,234
|
|
|
4,960
|
|
|
(3,476
|
)
|
|
15
|
|
|
—
|
|
|
11,733
|
|
||||||
Current portion of long-term debt
|
|
—
|
|
|
29,587
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,587
|
|
||||||
Total current liabilities
|
|
12,760
|
|
|
41,945
|
|
|
584
|
|
|
363
|
|
|
—
|
|
|
55,652
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Principal amount
|
|
—
|
|
|
298,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
298,500
|
|
||||||
Less unamortized discount
|
|
—
|
|
|
(3,943
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,943
|
)
|
||||||
Long-term debt, net of unamortized discount
|
|
—
|
|
|
294,557
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
294,557
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deferred income tax liabilities
|
|
(4
|
)
|
|
91,828
|
|
|
20,224
|
|
|
96
|
|
|
—
|
|
|
112,144
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Intercompany payable
|
|
703,389
|
|
|
656,711
|
|
|
174,500
|
|
|
933
|
|
|
(1,535,533
|
)
|
|
—
|
|
||||||
Intercompany equity in subsidiaries
|
|
172,435
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(172,435
|
)
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total Liabilities
|
|
888,580
|
|
|
1,085,041
|
|
|
195,308
|
|
|
1,392
|
|
|
(1,707,968
|
)
|
|
462,353
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Common Stock
|
|
502
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
502
|
|
||||||
Additional paid-in capital
|
|
384,027
|
|
|
337,458
|
|
|
118,637
|
|
|
24
|
|
|
(456,119
|
)
|
|
384,027
|
|
||||||
Treasury stock
|
|
(63
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(63
|
)
|
||||||
Retained earnings (accumulated deficit)
|
|
(55,407
|
)
|
|
(137,890
|
)
|
|
(45,115
|
)
|
|
10,570
|
|
|
172,435
|
|
|
(55,407
|
)
|
||||||
Intercompany dividends
|
|
—
|
|
|
5,727
|
|
|
—
|
|
|
(5,727
|
)
|
|
—
|
|
|
—
|
|
||||||
Total Stockholders' Equity
|
|
329,059
|
|
|
205,295
|
|
|
73,522
|
|
|
4,867
|
|
|
(283,684
|
)
|
|
329,059
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total Liabilities and Stockholders’ Equity
|
|
$
|
1,217,639
|
|
|
$
|
1,290,336
|
|
|
$
|
268,830
|
|
|
$
|
6,259
|
|
|
$
|
(1,991,652
|
)
|
|
$
|
791,412
|
|
(In thousands)
|
|
Prestige
Brands
Holdings,
Inc.
|
|
Prestige
Brands,
Inc.,
the issuer
|
|
Combined
Subsidiary
Guarantors
|
|
Combined
Non-
guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Operating Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss)
|
|
$
|
29,220
|
|
|
$
|
(4,143
|
)
|
|
$
|
341
|
|
|
$
|
1,927
|
|
|
$
|
1,875
|
|
|
$
|
29,220
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation and amortization
|
|
485
|
|
|
7,702
|
|
|
1,849
|
|
|
72
|
|
|
—
|
|
|
10,108
|
|
||||||
Loss on sale of discontinued operations
|
|
—
|
|
|
890
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
890
|
|
||||||
Deferred income taxes
|
|
(1,174
|
)
|
|
6,666
|
|
|
3,832
|
|
|
—
|
|
|
—
|
|
|
9,324
|
|
||||||
Amortization of deferred financing costs
|
|
—
|
|
|
1,043
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,043
|
|
||||||
Stock-based compensation costs
|
|
3,575
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,575
|
|
||||||
Loss on extinguishment of debt
|
|
—
|
|
|
300
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
300
|
|
||||||
Amortization of debt discount
|
|
—
|
|
|
702
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
702
|
|
||||||
Loss on disposal of equipment
|
|
27
|
|
|
106
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
153
|
|
||||||
Changes in operating assets and liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts receivable
|
|
1,041
|
|
|
2,720
|
|
|
1,183
|
|
|
(26
|
)
|
|
—
|
|
|
4,918
|
|
||||||
Inventories
|
|
—
|
|
|
13,294
|
|
|
(793
|
)
|
|
(58
|
)
|
|
—
|
|
|
12,443
|
|
||||||
Prepaid expenses and other current assets
|
|
(62
|
)
|
|
118
|
|
|
98
|
|
|
—
|
|
|
—
|
|
|
154
|
|
||||||
Accounts payable
|
|
(605
|
)
|
|
1,759
|
|
|
566
|
|
|
64
|
|
|
—
|
|
|
1,784
|
|
||||||
Accrued liabilities
|
|
4,219
|
|
|
11,696
|
|
|
(3,906
|
)
|
|
47
|
|
|
—
|
|
|
12,056
|
|
||||||
Net cash provided by operating activities
|
|
36,726
|
|
|
42,853
|
|
|
3,190
|
|
|
2,026
|
|
|
1,875
|
|
|
86,670
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of equipment
|
|
(595
|
)
|
|
(56
|
)
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(655
|
)
|
||||||
Proceeds from sale of property and equipment
|
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
||||||
Proceeds from sale of discontinued operations
|
|
—
|
|
|
4,122
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,122
|
|
||||||
Acquisition of Blacksmith, net of cash acquired
|
|
(220
|
)
|
|
(201,824
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(202,044
|
)
|
||||||
Acquisition of Dramamine
|
|
—
|
|
|
(77,115
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(77,115
|
)
|
||||||
Net cash used for investing activities
|
|
(803
|
)
|
|
(274,873
|
)
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(275,680
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from issuance of senior notes
|
|
—
|
|
|
100,250
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,250
|
|
||||||
Proceeds from issuance of senior term loan
|
|
—
|
|
|
112,936
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
112,936
|
|
||||||
Payment of deferred financing costs
|
|
—
|
|
|
(830
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(830
|
)
|
||||||
Repayment of long-term debt
|
|
—
|
|
|
(51,087
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51,087
|
)
|
||||||
Proceeds from exercise of stock options
|
|
331
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
331
|
|
||||||
Purchase of treasury stock
|
|
(353
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(353
|
)
|
||||||
Intercompany activity, net
|
|
(63,847
|
)
|
|
70,751
|
|
|
(3,190
|
)
|
|
(1,839
|
)
|
|
(1,875
|
)
|
|
—
|
|
||||||
Net cash (used for) provided by financing activities
|
|
(63,869
|
)
|
|
232,020
|
|
|
(3,190
|
)
|
|
(1,839
|
)
|
|
(1,875
|
)
|
|
161,247
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(Decrease) increase in cash
|
|
(27,946
|
)
|
|
—
|
|
|
—
|
|
|
183
|
|
|
—
|
|
|
(27,763
|
)
|
||||||
Cash - beginning of period
|
|
40,644
|
|
|
—
|
|
|
—
|
|
|
453
|
|
|
—
|
|
|
41,097
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash - end of period
|
|
$
|
12,698
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
636
|
|
|
$
|
—
|
|
|
$
|
13,334
|
|
(In thousands)
|
|
Prestige
Brands
Holdings,
Inc.
|
|
Prestige
Brands,
Inc.,
the issuer
|
|
Combined
Subsidiary
Guarantors
|
|
Combined
Non-
guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Operating Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss)
|
|
$
|
32,115
|
|
|
$
|
(843
|
)
|
|
$
|
1,516
|
|
|
$
|
1,254
|
|
|
$
|
(1,927
|
)
|
|
$
|
32,115
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation and amortization
|
|
384
|
|
|
8,508
|
|
|
2,487
|
|
|
71
|
|
|
—
|
|
|
11,450
|
|
||||||
Loss (gain) on sale of discontinued operations
|
|
—
|
|
|
(1,268
|
)
|
|
1,015
|
|
|
—
|
|
|
—
|
|
|
(253
|
)
|
||||||
Deferred income taxes
|
|
(1,412
|
)
|
|
6,261
|
|
|
6,162
|
|
|
1
|
|
|
—
|
|
|
11,012
|
|
||||||
Amortization of deferred financing costs
|
|
—
|
|
|
1,926
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,926
|
|
||||||
Impairment of goodwill and intangible assets
|
|
—
|
|
|
2,751
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,751
|
|
||||||
Stock-based compensation costs
|
|
2,085
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,085
|
|
||||||
Loss on extinguishment of debt
|
|
—
|
|
|
2,166
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,166
|
|
||||||
Changes in operating assets and liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts receivable
|
|
465
|
|
|
5,578
|
|
|
550
|
|
|
(189
|
)
|
|
—
|
|
|
6,404
|
|
||||||
Inventories
|
|
—
|
|
|
(1,798
|
)
|
|
(1,247
|
)
|
|
(306
|
)
|
|
—
|
|
|
(3,351
|
)
|
||||||
Prepaid expenses and other current assets
|
|
(3,972
|
)
|
|
594
|
|
|
(181
|
)
|
|
—
|
|
|
—
|
|
|
(3,559
|
)
|
||||||
Accounts payable
|
|
1,263
|
|
|
(526
|
)
|
|
(3,824
|
)
|
|
(40
|
)
|
|
—
|
|
|
(3,127
|
)
|
||||||
Accrued liabilities
|
|
(3,217
|
)
|
|
7,571
|
|
|
(4,522
|
)
|
|
(24
|
)
|
|
—
|
|
|
(192
|
)
|
||||||
Net cash provided by (used for) operating activities
|
|
27,711
|
|
|
30,920
|
|
|
1,956
|
|
|
767
|
|
|
(1,927
|
)
|
|
59,427
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of equipment
|
|
(610
|
)
|
|
(33
|
)
|
|
—
|
|
|
(30
|
)
|
|
—
|
|
|
(673
|
)
|
||||||
Proceeds from sale of discontinued operations
|
|
(1,000
|
)
|
|
4,476
|
|
|
4,517
|
|
|
—
|
|
|
—
|
|
|
7,993
|
|
||||||
Net cash (used for) provided by investing activities
|
|
(1,610
|
)
|
|
4,443
|
|
|
4,517
|
|
|
(30
|
)
|
|
—
|
|
|
7,320
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceed from issuance of debt
|
|
—
|
|
|
296,046
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
296,046
|
|
||||||
Payment of deferred financing costs
|
|
—
|
|
|
(6,627
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,627
|
)
|
||||||
Repayment of long-term debt
|
|
—
|
|
|
(350,250
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(350,250
|
)
|
||||||
Intercompany activity, net
|
|
(19,915
|
)
|
|
25,468
|
|
|
(6,473
|
)
|
|
(1,007
|
)
|
|
1,927
|
|
|
—
|
|
||||||
Net cash (used for) provided by financing activities
|
|
(19,915
|
)
|
|
(35,363
|
)
|
|
(6,473
|
)
|
|
(1,007
|
)
|
|
1,927
|
|
|
(60,831
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Increase (decrease) in cash
|
|
6,186
|
|
|
—
|
|
|
—
|
|
|
(270
|
)
|
|
—
|
|
|
5,916
|
|
||||||
Cash - beginning of period
|
|
34,458
|
|
|
—
|
|
|
—
|
|
|
723
|
|
|
—
|
|
|
35,181
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash - end of period
|
|
$
|
40,644
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
453
|
|
|
$
|
—
|
|
|
$
|
41,097
|
|
(In thousands)
|
|
Prestige
Brands
Holdings,
Inc.
|
|
Prestige
Brands,
Inc.,
the issuer
|
|
Combined
Subsidiary
Guarantors
|
|
Combined
Non-
guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Operating Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss)
|
|
$
|
(186,776
|
)
|
|
$
|
(158,350
|
)
|
|
$
|
(69,772
|
)
|
|
$
|
863
|
|
|
$
|
227,259
|
|
|
$
|
(186,776
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation and amortization
|
|
297
|
|
|
9,509
|
|
|
1,349
|
|
|
64
|
|
|
—
|
|
|
11,219
|
|
||||||
Deferred income taxes
|
|
(687
|
)
|
|
(17,623
|
)
|
|
(1,641
|
)
|
|
(4
|
)
|
|
—
|
|
|
(19,955
|
)
|
||||||
Amortization of deferred financing costs
|
|
—
|
|
|
2,233
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,233
|
|
||||||
Impairment of goodwill and intangible assets
|
|
—
|
|
|
168,246
|
|
|
81,344
|
|
|
—
|
|
|
—
|
|
|
249,590
|
|
||||||
Stock-based compensation costs
|
|
2,439
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,439
|
|
||||||
Changes in operating assets and liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts receivable
|
|
(307
|
)
|
|
5,855
|
|
|
2,065
|
|
|
580
|
|
|
—
|
|
|
8,193
|
|
||||||
Inventories
|
|
—
|
|
|
1,658
|
|
|
833
|
|
|
228
|
|
|
—
|
|
|
2,719
|
|
||||||
Prepaid expenses and other current assets
|
|
268
|
|
|
237
|
|
|
6
|
|
|
(53
|
)
|
|
—
|
|
|
458
|
|
||||||
Accounts payable
|
|
234
|
|
|
203
|
|
|
(2,141
|
)
|
|
(561
|
)
|
|
—
|
|
|
(2,265
|
)
|
||||||
Accrued liabilities
|
|
(12,407
|
)
|
|
12,659
|
|
|
(1,296
|
)
|
|
(132
|
)
|
|
—
|
|
|
(1,176
|
)
|
||||||
Net cash provided by (used for) operating activities
|
|
(196,939
|
)
|
|
24,627
|
|
|
10,747
|
|
|
985
|
|
|
227,259
|
|
|
66,679
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of equipment
|
|
(440
|
)
|
|
(41
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(481
|
)
|
||||||
Business acquisition purchase price adjustments
|
|
—
|
|
|
(4,191
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,191
|
)
|
||||||
Net cash (used for) provided by investing activities
|
|
(440
|
)
|
|
(4,232
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,672
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Repayment of long-term debt
|
|
—
|
|
|
(32,888
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,888
|
)
|
||||||
Purchase of treasury stock
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
||||||
Intercompany activity, net
|
|
226,118
|
|
|
12,493
|
|
|
(10,747
|
)
|
|
(605
|
)
|
|
(227,259
|
)
|
|
—
|
|
||||||
Net cash (used for) provided by financing activities
|
|
226,102
|
|
|
(20,395
|
)
|
|
(10,747
|
)
|
|
(605
|
)
|
|
(227,259
|
)
|
|
(32,904
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Increase in cash
|
|
28,723
|
|
|
—
|
|
|
—
|
|
|
380
|
|
|
—
|
|
|
29,103
|
|
||||||
Cash - beginning of period
|
|
5,735
|
|
|
—
|
|
|
—
|
|
|
343
|
|
|
—
|
|
|
6,078
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash - end of period
|
|
$
|
34,458
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
723
|
|
|
$
|
—
|
|
|
$
|
35,181
|
|
(a)(1)
|
Financial Statements
|
Prestige Brands Holdings, Inc.
|
Report of Independent Registered Public Accounting Firm,
PricewaterhouseCoopers LLP
|
Consolidated Statements of Operations for each of the three years in
the period ended March 31, 2011
|
Consolidated Balance Sheets at March 31, 2011 and 2010
|
Consolidated Statements of Changes in Stockholders’ Equity and Comprehensive
Income for each of the three years in the period ended March 31, 2011
|
Consolidated Statements of Cash Flows for each of the three years
in the period ended March 31, 2011
|
Notes to Consolidated Financial Statements
|
Schedule II—Valuation and Qualifying Accounts
|
(a)(2)
|
Financial Statement Schedules
|
|
PRESTIGE BRANDS HOLDINGS, INC.
|
|
|
|
|
|
|
|
By:
|
/s/ RONALD M. LOMBARDI
|
|
|
Name:
|
Ronald M. Lombardi
|
|
|
Title:
|
Chief Financial Officer
|
|
|
Date:
|
May 13, 2011
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ MATTHEW M. MANNELLY
|
|
Director, President
and Chief Executive Officer
|
|
May 13, 2011
|
Matthew M. Mannelly
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ RONALD M. LOMBARDI
|
|
Chief Financial Officer
|
|
May 13, 2011
|
Ronald M. Lombardi
|
|
(Principal Financial Officer and
|
|
|
|
|
Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ JOHN E. BYOM
|
|
Director
|
|
May 13, 2011
|
John E. Byom
|
|
|
|
|
|
|
|
|
|
/s/ GARY E. COSTLEY
|
|
Director
|
|
May 13, 2011
|
Gary E. Costley
|
|
|
|
|
|
|
|
|
|
/s/ CHARLES J. HINKATY
|
|
Director
|
|
May 13, 2011
|
Charles J. Hinkaty
|
|
|
|
|
|
|
|
|
|
/s/ PATRICK M. LONERGAN
|
|
Director
|
|
May 13, 2011
|
Patrick M. Lonergan
|
|
|
|
|
(In thousands)
|
Balance at
Beginning of
Year
|
|
Amounts
Charged to
Expense
|
|
Deductions
|
|
Other
|
|
Balance at
End of
Year
|
||||||||||||
Year Ended March 31, 2011
|
|
|
|
|
|
|
|
|
|
||||||||||||
Reserves for sales returns and allowance
|
$
|
6,221
|
|
|
$
|
17,316
|
|
|
$
|
(17,746
|
)
|
|
$
|
417
|
|
(2
|
)
|
$
|
6,208
|
|
|
Reserves for trade promotions
|
2,051
|
|
|
23,906
|
|
(1
|
)
|
(23,350
|
)
|
|
2,246
|
|
(2
|
)
|
4,853
|
|
|||||
Reserves for consumer coupon redemptions
|
263
|
|
|
3,932
|
|
(1
|
)
|
(3,090
|
)
|
|
1,618
|
|
(2
|
)
|
2,723
|
|
|||||
Allowance for doubtful accounts
|
273
|
|
|
180
|
|
|
(16
|
)
|
|
7
|
|
(2
|
)
|
444
|
|
||||||
Allowance for inventory obsolescence
|
2,010
|
|
|
198
|
|
|
(1,727
|
)
|
|
165
|
|
(2
|
)
|
646
|
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||
Year Ended March 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Reserves for sales returns and allowance
|
2,457
|
|
|
20,042
|
|
|
(16,278
|
)
|
|
—
|
|
|
6,221
|
|
|||||||
Reserves for trade promotions
|
2,440
|
|
|
20,362
|
|
|
(20,751
|
)
|
|
—
|
|
|
2,051
|
|
|||||||
Reserves for consumer coupon redemptions
|
297
|
|
|
1,281
|
|
|
(1,315
|
)
|
|
—
|
|
|
263
|
|
|||||||
Allowance for doubtful accounts
|
120
|
|
|
200
|
|
|
(47
|
)
|
|
—
|
|
|
273
|
|
|||||||
Allowance for inventory obsolescence
|
1,392
|
|
|
1,743
|
|
|
(1,125
|
)
|
|
—
|
|
|
2,010
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||
Year Ended March 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Reserves for sales returns and allowance
|
2,052
|
|
|
14,086
|
|
|
(13,681
|
)
|
|
—
|
|
|
2,457
|
|
|||||||
Reserves for trade promotions
|
1,867
|
|
|
18,277
|
|
|
(17,704
|
)
|
|
—
|
|
|
2,440
|
|
|||||||
Reserves for consumer coupon redemptions
|
215
|
|
|
1,480
|
|
|
(1,398
|
)
|
|
—
|
|
|
297
|
|
|||||||
Allowance for doubtful accounts
|
25
|
|
|
130
|
|
|
(35
|
)
|
|
—
|
|
|
120
|
|
|||||||
Allowance for inventory obsolescence
|
1,445
|
|
|
2,215
|
|
|
(2,268
|
)
|
|
—
|
|
|
1,392
|
|
(1)
|
We increased our reserves for Trade Promotion and Consumer Coupon Redemption by $3.0 million and $2.0 million, respectively, in an effort to gain market share for the
PediaCare
brand.
|
(2)
|
Reflect the applicable amounts acquired from the purchase of Blacksmith on November 1, 2010.
|
Exhibit No.
|
|
Description
|
2.1
|
|
Stock Purchase Agreement, dated as of September 14, 2010, by and among Prestige Brands Holdings, Inc., Blacksmith Brands Holdings, Inc. and the Stockholders of Blacksmith Brands Holdings, Inc.
(filed as Exhibit 2.1 to Prestige Brands Holdings, Inc.'s Form 8-K filed on September 20, 2010).+
|
2.2
|
|
Asset Purchase Agreement, dated as of December 15, 2010, by and between McNeil-PPC, Inc. and Prestige Brands Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on December 17, 2010).+
|
3.1
|
|
Amended and Restated Certificate of Incorporation of Prestige Brands Holdings, Inc. (filed as Exhibit 3.1 to Prestige Brands Holdings, Inc.’s Form S-1/A filed on February 8, 2005).+
|
3.2
|
|
Amended and Restated Bylaws of Prestige Brands Holdings, Inc., as amended (filed as Exhibit 3.2 to Prestige Brands Holdings, Inc.’s Form 10-Q filed on November 6, 2009).+
|
4.1
|
|
Form of stock certificate for common stock (filed as Exhibit 4.1 to Prestige Brands Holdings, Inc.’s
Form S-1/A filed on January 26, 2005).+
|
4.2
|
|
Indenture, dated as of March 24, 2010, by and among Prestige Brands, Inc., each Guarantor listed on the signature pages thereto, and U.S. Bank National Association, as trustee
(filed as Exhibit 4.2 to Prestige Brands Holdings, Inc.'s Form 10-K filed on June 11, 2010).
+
|
4.3
|
|
First Supplemental Indenture dated as of November 1, 2010, by and among Prestige Brands, Inc., the Guarantors listed on the signature pages thereto and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to Prestige Brands Holdings, Inc.'s Form 10-Q filed on February 9, 2011).+
|
4.4
|
|
Form of 8¼% Senior Note due 2018 (contained in Exhibit 4.2 to Prestige Brands Holdings, Inc.'s Form 10-K filed on June 11, 2010).+
|
10.1
|
|
Credit Agreement, dated as of March 24, 2010, among Prestige Brands, Inc., Prestige Brands Holdings, Inc., the Lenders and Issuers parties thereto, Bank of America, N.A., as administrative agent for the Lenders and the Issuers and collateral agent for the Secured Parties, and Deutsche Bank Securities Inc., as syndication agent
(filed as Exhibit 10.1 to Prestige Brands Holdings, Inc.'s Form 10-K filed on June 11, 2010)
.+
|
10.2
|
|
Pledge and Security Agreement,
dated as of March 24, 2010, by Prestige Brands, Inc. and each of the other entities listed on the signature pages thereof in favor of Bank of America, N.A., as administrative agent for the Lenders and the Issuers and collateral agent for the Secured Parties
(filed as Exhibit 10.2 to Prestige Brands Holdings, Inc.'s Form 10-K filed on June 11, 2010).
+
|
10.3
|
|
Guaranty, dated as of March 24, 2010, by Prestige Brands Holdings, Inc., and each of the other entities listed on the signature pages thereof in favor of the Administrative Agent, and each other Agent, Lender, Issuer and each other holder of an Obligation
(filed as Exhibit 10.3 to Prestige Brands Holdings, Inc.'s Form 10-K filed on June 11, 2010).
+
|
10.4
|
|
Increase Joinder, dated as of November 1, 2010, among Prestige Brands, Inc., each Guarantor listed on the signature pages thereto, Bank of America, N.A., Deutsche Bank Securities Inc., and Deutsche Bank Trust Company Americas to the Credit Agreement dated as of March 24, 2010 among Prestige Brands, Inc., Prestige Brands Holdings, Inc., Bank of America, N.A., Deutsche Bank Securities Inc. and the lenders and issuers party thereto (filed as Exhibit 10.1 to Prestige Brands Holdings, Inc.'s Form 10-Q filed on February 9, 2011).+
.
|
10.5
|
|
Purchase Agreement, dated October 22, 2010, by and among Prestige Brands, Inc., each Guarantor listed on the signature pages thereto, Banc of America Securities LLC and Deutsche Bank Securities Inc. (filed as Exhibit 10.2 to Prestige Brands Holdings, Inc.'s Form 10-Q filed on February 9, 2011).+
|
10.6
|
|
Registration Rights Agreement, dated as of November 1, 2010, by and among Prestige Brands, Inc., each Guarantor listed on the signature pages thereto, Merrill Lynch, Pierce, Fenner & Smith Incorporated (formerly known as Banc of America Securities LLC) and Deutsche Bank Securities Inc. (filed as Exhibit 10.3 to Prestige Brands Holdings, Inc.'s Form 10-Q filed on February 9, 2011).+
|
10.7
|
|
Executive Employment Agreement, dated as of September 2, 2009, by and between Prestige Brands Holdings, Inc. and Matthew M. Mannelly (filed as Exhibit 10.1 to Prestige Brands Holdings, Inc. Form10-Q filed on November 6, 2009).+@
|
10.8
|
|
Executive Employment Agreement, dated as of August 21, 2006, between Prestige Brands Holdings, Inc. and Jean A. Boyko (filed as Exhibit 10.1 to Prestige Brands Holdings, Inc.’s Form 10-Q filed on November 9, 2006).+@
|
10.9
|
|
Executive Employment Agreement, dated as of October 1, 2007, between Prestige Brands Holdings, Inc. and John Parkinson (filed as Exhibit 10.3 to Prestige Brands Holdings, Inc.’s Form 10-Q filed on February 8, 2008).+@
|
10.10
|
|
Executive Employment Agreement, dated as of October 1, 2007, between Prestige Brands Holdings, Inc. and Lieven Nuyttens
(filed as Exhibit 10.14 to Prestige Brands Holdings, Inc.'s Form 10-K filed on June 11, 2010).
+#
|
10.11
|
|
Executive Employment Agreement, dated as of March 31, 2010, between Prestige Brands Holdings, Inc. and Eric S. Klee
(filed as Exhibit 10.15 to Prestige Brands Holdings, Inc.'s Form 10-K filed on June 11, 2010).
+@
|
10.12
|
|
Executive Employment Agreement, dated as of April 19, 2010, between Prestige Brands Holdings, Inc. and Timothy Connors
(filed as Exhibit 10.16 to Prestige Brands Holdings, Inc.'s Form 10-K filed on June 11, 2010).
+@
|
10.13
|
|
Retirement Agreement, dated as of December 2, 2010, by and between Peter J. Anderson and Prestige Brands Holdings, Inc. (filed as Exhibit 10.4 to Prestige Brands Holdings, Inc.'s Form 10-Q filed on February 9, 2011).+#
|
10.14
|
|
Executive Employment Agreement, dated as of December 6, 2010, between Prestige Brands Holdings, Inc. and Ronald M. Lombardi (filed as Exhibit 10.5 to Prestige Brands Holdings, Inc.'s Form 10-Q filed on February 9, 2011).+@
|
10.15
|
|
Executive Employment Agreement, dated as of March 4, 2011, between Prestige Brands Holdings, Inc. and Paul Hennessey.*@
|
10.16
|
|
Prestige Brands Holdings, Inc. 2005 Long-Term Equity Incentive Plan (filed as Exhibit 10.38 to Prestige Brands Holdings, Inc.’s Form S-1/A filed on January 26, 2005).+#
|
10.17
|
|
Form of Restricted Stock Grant Agreement (filed as Exhibit 10.1 to Prestige Brands Holdings, Inc.’s Form 10-Q filed on August 9, 2005).+#
|
10.18
|
|
Form of Nonqualified Stock Option Agreement (filed as Exhibit 10.28 to Prestige Brands Holdings, Inc.’s Form 10-K filed on June 14, 2007).+#
|
10.19
|
|
Form of Award Agreement for Restricted Stock Units (filed as Exhibit 10.24 to Prestige Brands Holdings, Inc.’s Form 10-K filed on June 15, 2009).+#
|
10.20
|
|
Form of Director Indemnification Agreement (filed as Exhibit 10.25 to Prestige Brands Holdings, Inc.’s Form 10-K filed on June 15, 2009).+@
|
10.21
|
|
Form of Officer Indemnification Agreement (filed as Exhibit 10.26 to Prestige Brands Holdings, Inc.’s Form 10-K filed on June 15, 2009).+@
|
10.22
|
|
Patent and Technology License Agreement, dated October 2, 2001, between The Procter & Gamble Company and Prestige Brands International, Inc. (filed as Exhibit 10.29 to Prestige Brands, Inc.’s Form S-4/A filed on August 19, 2004).+ †
|
10.23
|
|
Amendment No. 1 dated April 30, 2003 to the Patent and Technology License Agreement, dated October 2, 2001, between The Procter & Gamble Company and Prestige Brands International, Inc. (filed as Exhibit 10.30 to Prestige Brands, Inc.’s Form S-4/A filed on August 19, 2004).+
|
10.24
|
|
Trademark License Agreement and Option to Purchase, dated September 8, 2005, by and among The Procter & Gamble Company and Prestige Brands Holdings, Inc. (filed as Exhibit 10.1 to Prestige Brands Holdings, Inc.’s Form 8-K filed on September 12, 2005).+
|
10.25
|
|
Exclusive Supply Agreement, dated as of September 18, 2006, among Medtech Products Inc., Pharmacare Limited, Prestige Brands Holdings, Inc. and Aspen Pharmacare Holdings Limited (filed as Exhibit 10.2 to Prestige Brands Holdings, Inc.’s Form 10-Q filed on November 9, 2006).+
|
10.26
|
|
Contract Manufacturing Agreement, dated December 21, 2007, between Medtech Products Inc. and Pharmaspray B.V. (filed as Exhibit 10.1 to Prestige Brands Holdings, Inc.’s Form 10-Q filed on February 8, 2008).+
|
10.27
|
|
Contract Manufacturing Agreement, dated December 21, 2007, between Medtech Products Inc. and Pharmaspray B.V. (filed as Exhibit 10.2 to Prestige Brands Holdings, Inc.’s Form 10-Q filed on February 8, 2008).+
|
10.28
|
|
Supply Agreement, dated May 15, 2008, by and between Fitzpatrick Bros., Inc. and The Spic and Span Company (filed as Exhibit 10.1 to Prestige Brands Holdings, Inc.’s Form 10-Q filed on August 11, 2008).+†
|
10.29
|
|
First Amendment to Supply Agreement, dated as of March 1, 2011, between Fitzpatrick Bros., Inc. and The Spic and Span Company.*†
|
|
|
|
21.1
|
|
Subsidiaries of the Registrant.*
|
23.1
|
|
Consent of PricewaterhouseCoopers LLP.*
|
31.1
|
|
Certification of Principal Executive Officer of Prestige Brands Holdings, Inc. pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
31.2
|
|
Certification of Principal Financial Officer of Prestige Brands Holdings, Inc. pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
32.1
|
|
Certification of Principal Executive Officer of Prestige Brands Holdings, Inc. pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
32.2
|
|
Certification of Principal Financial Officer of Prestige Brands Holdings, Inc. pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
*
|
Filed herewith.
|
|
|
†
|
Certain confidential portions have been omitted pursuant to a confidential treatment request separately filed with the Securities and Exchange Commission.
|
|
|
+
|
Incorporated herein by reference.
|
|
|
@
|
Represents a management contract.
|
|
|
#
|
Represents a compensatory plan.
|
1.
|
Employment
. Prestige Brands Holdings, Inc. (“Employer”) agrees to employ Paul Hennessey (“Executive”) and Executive accepts such employment for the period beginning as of March 4, 2011 and ending upon his termination pursuant to Section 1(c) hereof (the “Employment Period”), subject only to the approval of the Prestige Brands Holdings, Inc. Board of Directors (the “Board”).
|
(i) To Employer:
|
Prestige Brands Holdings, Inc.
|
|
90 North Broadway
|
|
Irvington, New York 10533
|
|
Attention: Chief Executive Officer
|
(ii) With a copy to:
|
Prestige Brands Holdings, Inc.
|
|
90 North Broadway
|
|
Irvington, New York 10533
|
|
Attention: General Cousel
|
(iii) To the Employee:
|
Paul Hennessey
|
|
37 Oak Ridge Road
|
|
Bernardsville, NJ 07924
|
|
|
(i)
|
The parties shall first use their reasonable best efforts to discuss and negotiate a resolution of the dispute.
|
(ii)
|
If efforts to negotiate a resolution do not succeed within 5 business days after a written request for negotiation has been made, the dispute shall be resolved timely and exclusively by final and binding arbitration in New York County or Westchester County, New York pursuant to the American Arbitration Association (“AAA”) National Rules for the Resolution of Employment Disputes (the “AAA Rules”). Arbitration must be demanded within ten (10) calendar days after the expiration of the five (5) day period referred to above. The arbitration opinion and award shall be final and binding on the Employer and the Executive and shall be enforceable by any court sitting within New York County or Westchester County, New York. Employer and Executive shall share equally all costs of arbitration excepting their own attorney's fees unless and to the extent ordered by the arbitrator(s) to pay the attorneys' fees of
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(iii)
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The parties recognize that this Section 4(i) means that certain claims will be reviewed and decided only before an impartial arbitrator or panel of arbitrators instead of before a court of law and/or a jury, but desire the many benefits of the arbitration process over court proceedings, including speed of resolution, lower costs and fees, and more flexible rules of evidence. The arbitration or arbitrators duly selected pursuant to the AAA's Rules shall have the same power and authority to order any remedy for violation of a statute, regulation, or ordinance as a court would have; and shall have the same power to order discovery as a federal district court has under the Federal Rules of Civil Procedure.
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(b)
|
The provisions of this Section 4(i) shall not apply to any action by the Employer seeking to enforce its rights arising out of or related to the provisions of Sections 2 and 3 of this Agreement.
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(c)
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This Section 4(i) is intended by the Employer and the Executive to be enforceable under the Federal Arbitration Act (“FAA”). Should it be determined by any court that the FAA does not apply, then this Section 4(i) shall be enforceable under the applicable arbitration statutes of the State of Delaware.
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(i)
|
the Executive continues to provide services as an employee of the Employer at an annual rate that is twenty percent (20%) or more of the services rendered, on average, during the immediately preceding three full calendar years of employment (or, if employed less than three years, such lesser period) and the annual remuneration for such services is twenty percent (20%) or more of the
|
(ii)
|
the Executive continues to provide services to the Employer in a capacity other than as an employee of the Employer at an annual rate that is fifty percent (50%) or more of the services rendered, on average, during the immediately preceding three full calendar years of employment (or if employed less than three years, such lesser period) and the annual remuneration for such services is fifty percent (50%) or more of the average annual remuneration earned during the final three full calendar years of employment (or if less, such lesser period).
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1.
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Commission Payment
. No later than sixty (60) days after the end of each calendar month, Supplier shall pay to Buyer an amount equal to *** (***%) of the aggregate gross sales of all powder cleanser products to *** and its Affiliates (the “*** Products”) during such calendar month (the “*** Commissions”). Supplier acknowledges and agrees that the inspection rights granted to Buyer under Paragraph 7 of Article 5 shall include Buyer's ability to audit Supplier's documents regarding Supplier's sale of the *** Products to *** and its Affiliates;
provided
,
however
, Supplier' shall have no obligation to share sales information with Buyer regarding the *** Products unless *** or its applicable Affiliate consents to such disclosure in writing. Notwithstanding anything contained herein to the contrary, in any given Production Year, the aggregate amount of pounds of the *** Products sold by Supplier to *** and its Affiliates shall be credited to Buyer by Supplier for the purpose of calculating the Capital Recovery Amount to be paid by Buyer for such Production Year. Buyer represents to Supplier that *** is aware of the commission arrangement (the “Commission Arrangement”) between Supplier and Buyer.
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FITZPATRICK BROS., INC.
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By:
/s/ Mark Mattes
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Name: Mark Mattes
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Title: Vice President
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THE SPIC AND SPAN COMPANY
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By:
/s/Ronald Lombardi
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Name: Ronald M. Lombardi
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Title: Chief Financial Officer
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SUBSIDIARIES LIST
|
|
|
|
|
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Direct and Indirect Subsidiaries
of Prestige Brands Holdings, Inc.
|
|
|
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Name
|
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Jurisdiction of Incorporated/Organization
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Blacksmith Brands, Inc.
|
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Delaware
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Medtech Holdings, Inc.
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Delaware
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Medtech Products Inc.
|
|
Delaware
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Prestige Brands Holdings, Inc.
|
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Virginia
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Prestige Brands, Inc.
|
|
Delaware
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Prestige Brands International, Inc.
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Virginia
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Prestige Brands (UK) Limited
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England and Wales
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Prestige Personal Care Holdings, Inc.
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Delaware
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Prestige Personal Care, Inc.
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|
Delaware
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Prestige Services Corp.
|
|
Delaware
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The Cutex Company
|
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Delaware
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The Denorex Company
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Delaware
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The Spic and Span Company
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Delaware
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Wartner USA B.V.
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|
Netherlands
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1.
|
I have reviewed this Annual Report on Form 10-K of Prestige Brands Holdings, Inc.;
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2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: May 13, 2011
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/s/ MATTHEW M. MANNELLY
|
|
Matthew M. Mannelly
|
|
Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of Prestige Brands Holdings, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: May 13, 2011
|
/s/ RONALD M. LOMBARDI
|
|
Ronald M. Lombardi
|
|
Chief Financial Officer
|
|
|
/s/
MATTHEW M. MANNELLY
|
|
|
|
Name: Matthew M. Mannelly
|
|
|
|
Title:
Chief Executive Officer
|
|
|
|
Date: May 13, 2011
|
|
|
|
/s/
RONALD M. LOMBARDI
|
|
|
|
Name: Ronald M. Lombardi
|
|
|
|
Title:
Chief Financial Officer
|
|
|
|
Date: May 13, 2011
|
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