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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, 2019
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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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660 White Plains Road
Tarrytown, New York 10591
(Address of Principal Executive Offices) (Zip Code)
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(914) 524-6800
(Registrant's telephone number, including area code)
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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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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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PBH
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New York Stock Exchange
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Large accelerated filer
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x
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Accelerated filer
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o
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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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Emerging growth 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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Mine Safety Disclosures
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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, Financial Statement Schedules
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Item 16.
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Form 10-K Summary
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TRADEMARKS AND TRADENAMES
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Trademarks and tradenames used in this Annual Report on Form 10-K are the property of Prestige Consumer Healthcare Inc. or its subsidiaries, as the case may be. We have italicized our trademarks or tradenames when they appear in this Annual Report on Form 10-K.
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•
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The high level of competition in our industry and markets;
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•
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Our inability to increase organic growth via new product introductions, line extensions, increased spending on advertising and promotional support, and other new sales and marketing strategies;
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•
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Our dependence on a limited number of customers for a large portion of our sales;
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•
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Our inability to successfully identify, negotiate, complete and integrate suitable acquisition candidates and to obtain necessary financing;
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•
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Our inability to invest successfully in research and development to develop new products;
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•
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Changes in inventory management practices by retailers;
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•
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Our inability to grow our international sales;
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•
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General economic conditions and incidents levels affecting sales of our products and their respective markets;
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•
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Economic factors, such as increases in interest rates and currency exchange rate fluctuations;
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•
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Business, regulatory and other conditions affecting retailers;
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•
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Changing consumer trends, additional store brand or branded competition or other pricing pressures which may cause us to lower our prices;
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•
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Our dependence on third party manufacturers to produce many of the products we sell;
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•
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Our dependence on third party logistics providers to distribute our products to customers;
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•
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Price increases for raw materials, labor, energy and transportation costs, and for other input costs;
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•
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Disruptions in our distribution center or manufacturing facility;
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•
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Acquisitions, dispositions or other strategic transactions diverting managerial resources, the incurrence of additional liabilities or problems associated with integration of those businesses and facilities;
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•
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Actions of government agencies in connection with our products, advertising or regulatory matters governing our industry;
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•
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Product liability claims, product recalls and related negative publicity;
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•
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Our inability to protect our intellectual property rights;
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•
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Our dependence on third parties for intellectual property relating to some of the products we sell;
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•
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Our inability to protect our internal information technology systems;
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•
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Our dependence on third party information technology service providers and their ability to protect against security threats and disruptions;
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•
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Our assets being comprised virtually entirely of goodwill and intangibles and possible changes in their value based on adverse operating results and/or changes in the discount rate used to value our brands;
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•
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Our dependence on key personnel;
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•
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Shortages of supply of sourced goods or interruptions in the distribution or manufacturing of our products;
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•
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The costs associated with any claims in litigation or arbitration and any adverse judgments rendered in such litigation or arbitration;
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•
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Our level of indebtedness and possible inability to service our debt;
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•
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Our inability to obtain additional financing;
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•
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The restrictions imposed by our financing agreements on our operations; and
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•
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Changes in federal and state tax laws, including the Tax Cuts and Jobs Act.
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•
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Develop and execute effective sales, advertising and marketing programs;
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•
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Integrate acquired brands;
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•
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Establish and maintain third party manufacturing and distribution to fulfill customer demands;
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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 the United States and international markets.
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Major Brands
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Market
Position
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Market Segment
(2)
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North American and International OTC Healthcare:
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BC®/Goody's
(1)
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#1
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Analgesic Powders
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Boudreaux's Butt Paste
(1)
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#4
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Baby Ointments
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Chloraseptic
(1)
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#1
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Sore Throat Liquids/Lozenges
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Clear Eyes
(1)
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#1
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Eye Allergy/Redness Relief
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Compound W
(1)
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#1
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Wart Removal
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Debrox
(1)
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#1
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Ear Wax Removal
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DenTek
(1)
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#2
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PEG Oral Care
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Dramamine
(1)
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#1
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Motion Sickness Relief
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Fess
(4)
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#1
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Nasal Saline Spray
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Fleet
(1)
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#1
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Adult Enemas/Suppositories
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Gaviscon
(3)
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#2
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Upset Stomach Remedies
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Hydralyte
(4)
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#1
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Oral Rehydration
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Luden's
(1)
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#3
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Cough Drops
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Monistat
(1)
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#1
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Vaginal Anti-Fungal
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Nix
(1)
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#1
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Lice/Parasite Treatments
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Pedia-Lax
(1)
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#1
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Pediatric Laxatives
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Summer's Eve
(1)
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#1
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Feminine Hygiene
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(1)
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We have prepared the information included in this Annual Report on Form 10-K with regard to the market position for our brands based in part on data generated by Information Resources, Inc. (“IRI”), an independent market research firm, for the 52-week period ended March 24, 2019. IRI reports total U.S. Multi-Outlet retail sales data in the food, drug and mass merchandise markets.
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(2)
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“Market segment” is defined by us and is either a standard IRI category or a segment within a standard IRI category and is based on our product offerings and the categories in which we compete.
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(3)
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Gaviscon
is distributed by us in Canada only, and the market information was generated by Nielsen, an independent third party market research firm for the 52-week period ending March 3, 2019. Figures represent national, all channel retail sales data in the food, drug, mass merchandise (including Walmart), general merchandise (including Dollarama), and warehouse club stores (including Costco). Data reported for warehouse club and general merchandise is calculated based on home scan panel data, and not direct point of sale data.
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(4)
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The brands from our Care Pharmaceuticals Pty. Ltd. subsidiary ("Care Pharma") includes the
Fess
line of cold/allergy and saline nasal health products, which is the leading saline spray for both adults and children in Australia, and
Hydralyte
, which is the leading OTC brand in oral rehydration in Australia
.
Market information was generated by IRI Aztec, an independent market research firm, for the 52-week period ending March 17, 2019.
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Gross
Margin %
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G&A %
To Total Revenues
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CapEx %
To Total Revenues
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2019
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56.9
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9.2
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1.1
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2018
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55.4
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8.2
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1.2
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2017
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56.7
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10.1
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0.3
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•
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Effective Marketing and Advertising;
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•
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Sales Excellence;
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•
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Extraordinary Customer Service;
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•
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Innovation and Product Development; and
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•
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Strategic Acquisitions/Capital Uses.
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•
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Investments in Advertising and Promotion
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•
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Growing our Categories and Market Share with Innovative New Products
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•
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Increasing Distribution Across Multiple Channels
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•
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Growing Our International Business
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•
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Pursuing Strategic Acquisitions
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•
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North American OTC Healthcare; and
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•
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International OTC Healthcare.
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Percentage of Gross Sales
(1)
|
||||
Channel of Distribution
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2019
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2018
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2017
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Mass
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37.4
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37.2
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30.9
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Drug
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26.4
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24.6
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22.8
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Food
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15.5
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15.8
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16.5
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Dollar
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6.8
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9.0
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9.8
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Convenience
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4.0
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3.2
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7.0
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Club
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1.6
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1.6
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3.0
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Other
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8.3
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8.6
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10.0
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(1)
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Includes estimates for some of our wholesale customers that service more than one distribution channel.
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Distribution Channel
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Customers
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Distribution Channel
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Customers
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Mass
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Meijer
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Drug
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CVS
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Target
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Rite Aid
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Walmart
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Walgreens
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Food
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Ahold/Delhaize
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Dollar
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Dollar General
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Kroger
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Dollar Tree
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Publix
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Family Dollar
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Albertson's/Safeway
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Wakefern
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Club
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BJ’s Wholesale Club
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HEB
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Costco
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Wegman's
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|
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Sam’s Club
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|
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Convenience
|
|
McLane
|
|
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Ecommerce
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Amazon
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|
|
HT Hackney
|
|
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|
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|
Core Mark
|
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•
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Difficulties in integrating any acquired companies, suppliers, personnel and products into our existing business;
|
•
|
Difficulties in realizing the benefits of the acquired company or products, including expected returns, margins, synergies and profitability;
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•
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Higher costs of integration than we anticipated;
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•
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Exposure to unexpected liabilities of the acquired business;
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•
|
Difficulties in retaining key employees of the acquired business who are necessary to operate the business;
|
•
|
Difficulties in maintaining uniform standards, controls, procedures and policies throughout our acquired companies; or
|
•
|
Adverse customer or stockholder reaction to the acquisition.
|
•
|
Political instability or declining economic conditions in the countries or regions where we operate that adversely affect sales of our products;
|
•
|
Currency controls that restrict or prohibit the payment of funds or the repatriation of earnings to the United States;
|
•
|
Fluctuating foreign exchange rates that 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;
|
•
|
Compliance with laws and regulations concerning ethical business practices;
|
•
|
Trade restrictions and exchange controls;
|
•
|
Difficulties in staffing and managing international operations;
|
•
|
Difficulty in protecting 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 or require a recall of products with non-complying specifications; or
|
•
|
Change product labeling, packaging, marketing, or advertising, recall non-compliant products, 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
|
•
|
Limits our subsidiaries' ability to pay dividends or make other payments to us.
|
•
|
The timing of when we make acquisitions, execute divestitures or introduce new products;
|
•
|
Our inability to increase the sales of our existing products and expand their distribution;
|
•
|
The timing of the introduction or return to the market of competitive products and the introduction of store brand products;
|
•
|
Inventory management resulting from consolidation among our customers;
|
•
|
Adverse regulatory or market events in the United States or in our international markets;
|
•
|
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;
|
•
|
The discontinuation and return of our products from retailers;
|
•
|
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;
|
•
|
Litigation matters;
|
•
|
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.
|
•
|
Changes in the income allocation methods for state taxes, and the determination of which states or countries have jurisdiction to tax our Company;
|
•
|
An increase in non-deductible expenses for tax purposes, including certain stock-based compensation, executive compensation and impairment of goodwill;
|
•
|
Transfer pricing adjustments;
|
•
|
Tax assessments resulting from tax audits or any related tax interest or penalties that could significantly affect our income tax provision for the period in which the settlement takes place;
|
•
|
Tax liabilities from acquired businesses;
|
•
|
Changes in accounting principles; and
|
•
|
Changes in tax laws or related interpretations, accounting standards, regulations, and interpretations in multiple tax jurisdictions in which we operate.
|
|
March 31,
|
||||||||||||||||||||||
Company/Market/Peer Group
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
||||||||||||
Prestige Consumer Healthcare Inc.
|
$
|
100.00
|
|
|
$
|
157.39
|
|
|
$
|
195.93
|
|
|
$
|
203.89
|
|
|
$
|
123.74
|
|
|
$
|
109.76
|
|
Russell 2000 Index
|
100.00
|
|
|
108.21
|
|
|
97.65
|
|
|
123.25
|
|
|
137.78
|
|
|
140.61
|
|
||||||
S&P MidCap 400 Index
|
100.00
|
|
|
112.20
|
|
|
108.16
|
|
|
130.79
|
|
|
145.14
|
|
|
148.90
|
|
||||||
New Peer Group Index
(1)
|
100.00
|
|
|
130.60
|
|
|
114.08
|
|
|
119.42
|
|
|
114.83
|
|
|
118.68
|
|
||||||
Old Peer Group Index
(2)
|
100.00
|
|
|
131.42
|
|
|
125.71
|
|
|
120.59
|
|
|
113.80
|
|
|
128.86
|
|
(1)
|
The New 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 new peer group index is comprised of: (i) B&G Food Holdings Corp., (ii) Hain Celestial Group, Inc., (iii) Church & Dwight Co., Inc., (iv) Helen of Troy, Ltd., (v) Vista Outdoors, Inc., (vi) Tupperware Brands Corporation, (vii) Revlon, Inc., (viii) Jazz Pharmaceuticals PLC, (ix) Edgewell Personal Care Company, (x) Energizer Holdings, Inc., (xi) Calavo Growers, Inc., (xii) Cott Corporation, (xiii) Akorn, Inc., and (xiv) Amag Pharmaceuticals, Inc.
|
(2)
|
The Old 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 old peer group index is comprised of: (i) B&G Food Holdings Corp., (ii) Hain Celestial Group, Inc., (iii) Church & Dwight Co., Inc., (iv) Helen of Troy, Ltd., (v) Vista Outdoor, (vi) Impax Laboratories, Inc., (vii) Revlon, Inc., (viii) Lancaster Colony Corp, (ix) Edgewell Personal Care Company, (x) Energizer Holdings, Inc. and (xi) Calavo Growers, Inc.
|
(In thousands, except per share data)
|
Year Ended March 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Income Statement Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
975,777
|
|
|
$
|
1,041,179
|
|
|
$
|
882,060
|
|
|
$
|
806,247
|
|
|
$
|
714,623
|
|
Cost of Sales
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales excluding depreciation
|
415,469
|
|
|
459,676
|
|
|
381,333
|
|
|
339,036
|
|
|
308,400
|
|
|||||
Cost of sales depreciation
|
4,732
|
|
|
4,998
|
|
|
441
|
|
|
—
|
|
|
—
|
|
|||||
Cost of sales
(1)
|
420,201
|
|
|
464,674
|
|
|
381,774
|
|
|
339,036
|
|
|
308,400
|
|
|||||
Gross profit
|
555,576
|
|
|
576,505
|
|
|
500,286
|
|
|
467,211
|
|
|
406,223
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Advertising and promotion
(2)
|
143,090
|
|
|
147,286
|
|
|
128,359
|
|
|
110,802
|
|
|
99,651
|
|
|||||
General and administrative
(3)
|
89,759
|
|
|
85,393
|
|
|
89,113
|
|
|
72,386
|
|
|
79,396
|
|
|||||
Depreciation and amortization
|
27,047
|
|
|
28,428
|
|
|
25,351
|
|
|
23,676
|
|
|
17,740
|
|
|||||
(Gain) loss on divestitures
|
(1,284
|
)
|
|
—
|
|
|
51,820
|
|
|
—
|
|
|
—
|
|
|||||
Goodwill and tradename impairment
|
229,461
|
|
|
99,924
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest expense, net
(4)
|
105,082
|
|
|
105,879
|
|
|
93,343
|
|
|
85,160
|
|
|
81,234
|
|
|||||
Gain on sale of asset
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,133
|
)
|
|||||
Loss on extinguishment of debt
|
—
|
|
|
2,901
|
|
|
1,420
|
|
|
17,970
|
|
|
—
|
|
|||||
Other expense (income), net
|
476
|
|
|
(392
|
)
|
|
30
|
|
|
32
|
|
|
1,877
|
|
|||||
(Loss) income before income taxes
|
(38,055
|
)
|
|
107,086
|
|
|
110,850
|
|
|
157,185
|
|
|
127,458
|
|
|||||
(Benefit) provision for income taxes
|
(2,255
|
)
|
|
(232,484
|
)
|
|
41,455
|
|
|
57,278
|
|
|
49,198
|
|
|||||
Net (loss) income
|
$
|
(35,800
|
)
|
|
$
|
339,570
|
|
|
$
|
69,395
|
|
|
$
|
99,907
|
|
|
$
|
78,260
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) earnings Per Share:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Basic
|
$
|
(0.69
|
)
|
|
$
|
6.40
|
|
|
$
|
1.31
|
|
|
$
|
1.89
|
|
|
$
|
1.50
|
|
Diluted
|
$
|
(0.69
|
)
|
|
$
|
6.34
|
|
|
$
|
1.30
|
|
|
$
|
1.88
|
|
|
$
|
1.49
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
52,068
|
|
|
53,099
|
|
|
52,976
|
|
|
52,754
|
|
|
52,170
|
|
|||||
Diluted
|
52,068
|
|
|
53,526
|
|
|
53,362
|
|
|
53,143
|
|
|
52,670
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other comprehensive (loss) income
|
(6,432
|
)
|
|
7,037
|
|
|
(2,827
|
)
|
|
(113
|
)
|
|
(24,151
|
)
|
|||||
Comprehensive (loss) income
|
$
|
(42,232
|
)
|
|
$
|
346,607
|
|
|
$
|
66,568
|
|
|
$
|
99,794
|
|
|
$
|
54,109
|
|
|
Year Ended March 31,
|
||||||||||||||||||
Other Financial Data
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Capital expenditures
|
$
|
10,480
|
|
|
$
|
12,532
|
|
|
$
|
2,977
|
|
|
$
|
3,568
|
|
|
$
|
6,101
|
|
Cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating activities
|
189,284
|
|
|
210,110
|
|
|
148,672
|
|
|
176,310
|
|
|
157,585
|
|
|||||
Investing activities
|
55,432
|
|
|
(11,562
|
)
|
|
(694,595
|
)
|
|
(222,971
|
)
|
|
(805,258
|
)
|
|||||
Financing activities
|
(249,328
|
)
|
|
(208,955
|
)
|
|
560,957
|
|
|
52,076
|
|
|
641,935
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
March 31,
|
||||||||||||||||||
Balance Sheet Data
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Cash and cash equivalents
|
$
|
27,530
|
|
|
$
|
32,548
|
|
|
$
|
41,855
|
|
|
$
|
27,230
|
|
|
$
|
21,318
|
|
Total assets
|
3,441,036
|
|
|
3,760,612
|
|
|
3,911,348
|
|
|
2,948,791
|
|
|
2,641,967
|
|
|||||
Total long-term debt, including current maturities
|
1,813,000
|
|
|
2,013,000
|
|
|
2,222,000
|
|
|
1,652,500
|
|
|
1,593,600
|
|
|||||
Stockholders’ equity
|
1,095,831
|
|
|
1,178,610
|
|
|
822,549
|
|
|
744,336
|
|
|
627,624
|
|
(1)
|
For 2019, 2018, 2017, 2016 and 2015, cost of sales included $0.2 million, $3.7 million, $3.0 million, $1.4 million and $2.2 million, respectively, of charges related to inventory step-up and other costs associated with acquisitions and divestiture.
|
(2)
|
For 2018 and 2017, advertising and promotion expense included a credit of $0.2 million and a charge of $2.2 million, respectively, related to the integration of the Fleet acquisition.
|
(3)
|
For 2019, 2018, 2017, 2016 and 2015, general and administrative expense included $4.3 million, $2.7 million, $16.0 million, $2.4 million and $13.9 million, respectively, of costs related to acquisitions and divestiture. For 2018, general and administrative expense also includes a tax adjustment associated with acquisitions of $0.7 million. For 2016, an additional $1.4 million of costs associated with a Chief Executive Officer transition was included in general and administrative expense.
|
(4)
|
For 2019, interest expense, net included $0.7 million of accelerated amortization of debt costs associated with a repayment of debt with proceeds from the divestiture of our Household Cleaning segment. For 2018, interest expense, net included $0.4 million of accelerated amortization of debt costs associated with funds received from the repatriation of foreign earnings used to pay down debt and $0.3 million of additional interest expense as a result of the Term Loan refinancing. For 2017, interest expense, net included $8.3 million of bank commitment fees related to the recently acquired Fleet business.
|
|
March 31, 2019
|
||||||||||||||
(In thousands)
|
North American OTC
Healthcare |
|
International OTC
Healthcare |
|
Household
Cleaning |
|
Consolidated
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
$
|
547,393
|
|
|
$
|
31,190
|
|
|
$
|
—
|
|
|
$
|
578,583
|
|
|
|
|
|
|
|
|
|
||||||||
Indefinite-lived intangible assets, net
|
2,195,617
|
|
|
77,574
|
|
|
—
|
|
|
2,273,191
|
|
||||
Finite-lived intangible assets, net
|
228,743
|
|
|
5,276
|
|
|
—
|
|
|
234,019
|
|
||||
Total intangible assets, net
|
2,424,360
|
|
|
82,850
|
|
|
—
|
|
|
2,507,210
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total goodwill and intangible assets, net
|
$
|
2,971,753
|
|
|
$
|
114,040
|
|
|
$
|
—
|
|
|
$
|
3,085,793
|
|
|
March 31, 2018
|
||||||||||||||
(In thousands)
|
North American OTC
Healthcare |
|
International OTC
Healthcare |
|
Household
Cleaning |
|
Consolidated
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
$
|
580,934
|
|
|
$
|
32,919
|
|
|
$
|
6,245
|
|
|
$
|
620,098
|
|
|
|
|
|
|
|
|
|
||||||||
Total indefinite-lived intangible assets, net
|
2,375,736
|
|
|
84,006
|
|
|
30,561
|
|
|
2,490,303
|
|
||||
Total finite-lived intangible assets, net
|
265,356
|
|
|
6,068
|
|
|
19,189
|
|
|
290,613
|
|
||||
Total intangible assets, net
|
2,641,092
|
|
|
90,074
|
|
|
49,750
|
|
|
2,780,916
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total goodwill and intangible assets, net
|
$
|
3,222,026
|
|
|
$
|
122,993
|
|
|
$
|
55,995
|
|
|
$
|
3,401,014
|
|
•
|
Brand History
|
•
|
Market Position
|
•
|
Recent and Projected Sales Growth
|
•
|
History of and Potential for Product Extensions
|
•
|
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.
|
•
|
Type of instrument (i.e., restricted shares, stock options, warrants 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.
|
|
|
|
|
|
Increase (Decrease)
|
||||||||
(In thousands)
|
2019
|
%
|
2018
|
%
|
Amount
|
%
|
|||||||
North American OTC Healthcare
|
|
|
|
|
|
||||||||
Analgesics
|
$
|
113,563
|
|
11.6
|
$
|
118,610
|
|
11.5
|
$
|
(5,047
|
)
|
(4.3
|
)
|
Cough & Cold
|
83,168
|
|
8.5
|
93,537
|
|
9.0
|
(10,369
|
)
|
(11.1
|
)
|
|||
Women's Health
|
244,927
|
|
25.1
|
247,244
|
|
23.7
|
(2,317
|
)
|
(0.9
|
)
|
|||
Gastrointestinal
|
125,416
|
|
12.9
|
117,627
|
|
11.3
|
7,789
|
|
6.6
|
|
|||
Eye & Ear Care
|
101,128
|
|
10.4
|
92,308
|
|
8.9
|
8,820
|
|
9.6
|
|
|||
Dermatologicals
|
95,801
|
|
9.8
|
94,775
|
|
9.1
|
1,026
|
|
1.1
|
|
|||
Oral Care
|
92,964
|
|
9.5
|
99,072
|
|
9.5
|
(6,108
|
)
|
(6.2
|
)
|
|||
Other OTC
|
5,479
|
|
0.6
|
5,701
|
|
0.5
|
(222
|
)
|
(3.9
|
)
|
|||
Total North American OTC Healthcare
|
862,446
|
|
88.4
|
868,874
|
|
83.5
|
(6,428
|
)
|
(0.7
|
)
|
|||
|
|
|
|
|
|
|
|||||||
International OTC Healthcare
|
|
|
|
|
|
||||||||
Analgesics
|
615
|
|
0.1
|
807
|
|
0.1
|
(192
|
)
|
(23.8
|
)
|
|||
Cough & Cold
|
19,955
|
|
2.0
|
18,310
|
|
1.8
|
1,645
|
|
9.0
|
|
|||
Women's Health
|
13,552
|
|
1.4
|
12,140
|
|
1.2
|
1,412
|
|
11.6
|
|
|||
Gastrointestinal
|
35,046
|
|
3.6
|
34,609
|
|
3.3
|
437
|
|
1.3
|
|
|||
Eye & Ear Care
|
11,709
|
|
1.2
|
11,744
|
|
1.1
|
(35
|
)
|
(0.3
|
)
|
|||
Dermatologicals
|
2,171
|
|
0.2
|
2,113
|
|
0.2
|
58
|
|
2.7
|
|
|||
Oral Care
|
10,468
|
|
1.1
|
11,930
|
|
1.1
|
(1,462
|
)
|
(12.3
|
)
|
|||
Other OTC
|
4
|
|
0.0
|
5
|
|
0.0
|
(1
|
)
|
(20.0
|
)
|
|||
Total International OTC Healthcare
|
93,520
|
|
9.6
|
91,658
|
|
8.8
|
1,862
|
|
2.0
|
|
|||
Total OTC Healthcare
|
955,966
|
|
98.0
|
960,532
|
|
92.3
|
(4,566
|
)
|
(0.5
|
)
|
|||
Household Cleaning
|
19,811
|
|
2.0
|
80,647
|
|
7.7
|
(60,836
|
)
|
(75.4
|
)
|
|||
Total Consolidated
|
$
|
975,777
|
|
100.0
|
$
|
1,041,179
|
|
100.0
|
$
|
(65,402
|
)
|
(6.3
|
)
|
(In thousands)
|
|
|
|
|
Increase (Decrease)
|
||||||||
Gross Profit
|
2019
|
%
|
2018
|
%
|
Amount
|
%
|
|||||||
North American OTC Healthcare
|
$
|
497,913
|
|
57.7
|
$
|
511,576
|
|
58.9
|
$
|
(13,663
|
)
|
(2.7
|
)
|
International OTC Healthcare
|
54,440
|
|
58.2
|
51,414
|
|
56.1
|
3,026
|
|
5.9
|
|
|||
Household Cleaning
|
3,223
|
|
16.3
|
13,515
|
|
16.8
|
(10,292
|
)
|
(76.2
|
)
|
|||
|
$
|
555,576
|
|
56.9
|
$
|
576,505
|
|
55.4
|
$
|
(20,929
|
)
|
(3.6
|
)
|
(In thousands)
|
|
|
|
|
Increase (Decrease)
|
||||||||
Contribution Margin
|
2019
|
%
|
2018
|
%
|
Amount
|
%
|
|||||||
North American OTC Healthcare
|
$
|
371,539
|
|
43.1
|
$
|
382,518
|
|
44.0
|
$
|
(10,979
|
)
|
(2.9
|
)
|
International OTC Healthcare
|
38,154
|
|
40.8
|
35,147
|
|
38.3
|
3,007
|
|
8.6
|
|
|||
Household Cleaning
|
2,793
|
|
14.1
|
11,554
|
|
14.3
|
(8,761
|
)
|
(75.8
|
)
|
|||
|
$
|
412,486
|
|
42.3
|
$
|
429,219
|
|
41.2
|
$
|
(16,733
|
)
|
(3.9
|
)
|
|
|
|
|
|
Increase (Decrease)
|
||||||||
(In thousands)
|
2018
|
%
|
2017
|
%
|
Amount
|
%
|
|||||||
North American OTC Healthcare
|
|
|
|
|
|
||||||||
Analgesics
|
$
|
118,610
|
|
11.5
|
$
|
120,253
|
|
13.6
|
$
|
(1,643
|
)
|
(1.4
|
)
|
Cough & Cold
|
93,537
|
|
9.0
|
90,795
|
|
10.3
|
2,742
|
|
3.0
|
|
|||
Women's Health
|
247,244
|
|
23.7
|
147,071
|
|
16.7
|
100,173
|
|
68.1
|
|
|||
Gastrointestinal
|
117,627
|
|
11.3
|
76,500
|
|
8.7
|
41,127
|
|
53.8
|
|
|||
Eye & Ear Care
|
92,308
|
|
8.9
|
97,618
|
|
11.0
|
(5,310
|
)
|
(5.4
|
)
|
|||
Dermatologicals
|
94,775
|
|
9.1
|
85,194
|
|
9.6
|
9,581
|
|
11.2
|
|
|||
Oral Care
|
99,072
|
|
9.5
|
97,586
|
|
11.1
|
1,486
|
|
1.5
|
|
|||
Other OTC
|
5,701
|
|
0.5
|
5,807
|
|
0.7
|
(106
|
)
|
(1.8
|
)
|
|||
Total North American OTC Healthcare
|
868,874
|
|
83.5
|
720,824
|
|
81.7
|
148,050
|
|
20.5
|
|
|||
|
|
|
|
|
|
|
|||||||
International OTC Healthcare
|
|
|
|
|
|
||||||||
Analgesics
|
807
|
|
0.1
|
1,922
|
|
0.2
|
(1,115
|
)
|
(58.0
|
)
|
|||
Cough & Cold
|
18,310
|
|
1.8
|
17,990
|
|
2.0
|
320
|
|
1.8
|
|
|||
Women's Health
|
12,140
|
|
1.2
|
3,811
|
|
0.4
|
8,329
|
|
218.6
|
|
|||
Gastrointestinal
|
34,609
|
|
3.3
|
24,812
|
|
2.8
|
9,797
|
|
39.5
|
|
|||
Eye & Ear Care
|
11,744
|
|
1.1
|
12,075
|
|
1.4
|
(331
|
)
|
(2.7
|
)
|
|||
Dermatologicals
|
2,113
|
|
0.2
|
2,159
|
|
0.3
|
(46
|
)
|
(2.1
|
)
|
|||
Oral Care
|
11,930
|
|
1.1
|
10,513
|
|
1.2
|
1,417
|
|
13.5
|
|
|||
Other OTC
|
5
|
|
0.0
|
22
|
|
0.0
|
(17
|
)
|
(77.3
|
)
|
|||
Total International OTC Healthcare
|
91,658
|
|
8.8
|
73,304
|
|
8.3
|
18,354
|
|
25.0
|
|
|||
Total OTC Healthcare
|
960,532
|
|
92.3
|
794,128
|
|
90.0
|
166,404
|
|
21.0
|
|
|||
Household Cleaning
|
80,647
|
|
7.7
|
87,932
|
|
10.0
|
(7,285
|
)
|
(8.3
|
)
|
|||
Total Consolidated
|
$
|
1,041,179
|
|
100.0
|
$
|
882,060
|
|
100.0
|
$
|
159,119
|
|
18.0
|
|
(In thousands)
|
|
|
|
|
Increase (Decrease)
|
||||||||
Gross Profit
|
2018
|
%
|
2017
|
%
|
Amount
|
%
|
|||||||
North American OTC Healthcare
|
$
|
511,576
|
|
58.9
|
$
|
438,074
|
|
60.8
|
$
|
73,502
|
|
16.8
|
|
International OTC Healthcare
|
51,414
|
|
56.1
|
42,515
|
|
58.0
|
8,899
|
|
20.9
|
|
|||
Household Cleaning
|
13,515
|
|
16.8
|
19,697
|
|
22.4
|
(6,182
|
)
|
(31.4
|
)
|
|||
|
$
|
576,505
|
|
55.4
|
$
|
500,286
|
|
56.7
|
$
|
76,219
|
|
15.2
|
|
(In thousands)
|
|
|
|
|
Increase (Decrease)
|
||||||||
Contribution Margin
|
2018
|
%
|
2017
|
%
|
Amount
|
%
|
|||||||
North American OTC Healthcare
|
$
|
382,518
|
|
44.0
|
$
|
325,609
|
|
45.2
|
$
|
56,909
|
|
17.5
|
|
International OTC Healthcare
|
35,147
|
|
38.3
|
29,081
|
|
39.7
|
6,066
|
|
20.9
|
|
|||
Household Cleaning
|
11,554
|
|
14.3
|
17,237
|
|
19.6
|
(5,683
|
)
|
(33.0
|
)
|
|||
|
$
|
429,219
|
|
41.2
|
$
|
371,927
|
|
42.2
|
$
|
57,292
|
|
15.4
|
|
|
Year Ended March 31,
|
|
$ Change
|
|||||||||||||||
(In thousands)
|
2019
|
|
2018
|
|
2017
|
|
2019 vs. 2018
|
2018 vs. 2017
|
||||||||||
Net cash provided by (used in):
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
189,284
|
|
|
$
|
210,110
|
|
|
$
|
148,672
|
|
|
$
|
(20,826
|
)
|
$
|
61,438
|
|
Investing activities
|
55,432
|
|
|
(11,562
|
)
|
|
(694,595
|
)
|
|
66,994
|
|
683,033
|
|
|||||
Financing activities
|
(249,328
|
)
|
|
(208,955
|
)
|
|
560,957
|
|
|
(40,373
|
)
|
(769,912
|
)
|
|||||
Effects of exchange rate changes on cash and cash equivalents
|
(406
|
)
|
|
1,100
|
|
|
(409
|
)
|
|
(1,506
|
)
|
1,509
|
|
|||||
Net change in cash and cash equivalents
|
$
|
(5,018
|
)
|
|
$
|
(9,307
|
)
|
|
$
|
14,625
|
|
|
$
|
4,289
|
|
$
|
(23,932
|
)
|
•
|
$400.0 million
of 5.375% 2013 Senior Notes due 2021;
|
•
|
$600.0 million
of 6.375% 2016 Senior Notes due 2024;
|
•
|
$738.0 million
of borrowings under the Term B-5 Loans; and
|
•
|
$75.0 million
of borrowings under the 2012 ABL Revolver.
|
•
|
Have a leverage ratio of less than 6.50 to 1.0 for the quarter ended
March 31, 2019
(defined as, with certain adjustments, the ratio of our consolidated total net debt 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”));
|
•
|
Have an interest coverage ratio of greater than 2.25 to 1.0 for the quarter ended
March 31, 2019
(defined as, with certain adjustments, the ratio of our consolidated EBITDA to our trailing twelve month consolidated cash interest expense); and
|
•
|
Have a fixed charge ratio of greater than 1.0 to 1.0 for the quarter ended
March 31, 2019
(defined as, with certain adjustments, the ratio of our consolidated EBITDA minus capital expenditures to our trailing twelve month consolidated interest paid, taxes paid and other specified payments). Our fixed charge requirement remains level throughout the term of the agreement.
|
|
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
|
$
|
1,813.0
|
|
|
$
|
—
|
|
|
$
|
475.0
|
|
|
$
|
1,338.0
|
|
|
$
|
—
|
|
Interest on long-term debt
(1)
|
459.2
|
|
|
105.1
|
|
|
204.3
|
|
|
149.8
|
|
|
—
|
|
|||||
Purchase obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Inventory costs
(2)
|
156.7
|
|
|
135.8
|
|
|
19.2
|
|
|
1.7
|
|
|
—
|
|
|||||
Other costs
(3)
|
24.9
|
|
|
20.1
|
|
|
4.5
|
|
|
0.3
|
|
|
—
|
|
|||||
Operating leases
(4)
|
18.8
|
|
|
3.1
|
|
|
5.4
|
|
|
3.5
|
|
|
6.8
|
|
|||||
Total contractual cash obligations
(5)
|
$
|
2,472.6
|
|
|
$
|
264.1
|
|
|
$
|
708.4
|
|
|
$
|
1,493.3
|
|
|
$
|
6.8
|
|
(1)
|
Represents the estimated interest obligations on the outstanding balances at
March 31, 2019
of the 2013 Senior Notes, 2016 Senior Notes, Term B-5 Loans, and 2012 ABL Revolver, assuming scheduled principal payments (based on the terms of the loan agreements) are made and assuming a weighted average interest rate of
5.0%
. 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 minimum sublease rentals of $
0.5 million
due in the future under non-cancellable subleases. Please refer to Note 17 to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.
|
(5)
|
We have excluded obligations related to uncertain tax positions because we cannot reasonably estimate when they will occur.
|
Report of Independent Registered Public Accounting Firm,
PricewaterhouseCoopers LLP
|
|
Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for each of the three years in the period ended March 31, 2019
|
|
Consolidated Balance Sheets at March 31, 2019 and 2018
|
|
Consolidated Statements of Changes in Stockholders’ Equity for each of the three years in the period ended March 31, 2019
|
|
Consolidated Statements of Cash Flows for each of the three years in the period ended March 31, 2019
|
|
Notes to Consolidated Financial Statements
|
|
Schedule II—Valuation and Qualifying Accounts for the years ended March 31, 2019, 2018 and 2017
|
|
Year Ended March 31,
|
||||||||||
(In thousands, except per share data)
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues
|
|
|
|
|
|
||||||
Net sales
|
$
|
975,692
|
|
|
$
|
1,040,792
|
|
|
$
|
881,113
|
|
Other revenues
|
85
|
|
|
387
|
|
|
947
|
|
|||
Total revenues
|
975,777
|
|
|
1,041,179
|
|
|
882,060
|
|
|||
|
|
|
|
|
|
||||||
Cost of Sales
|
|
|
|
|
|
||||||
Cost of sales excluding depreciation
|
415,469
|
|
|
459,676
|
|
|
381,333
|
|
|||
Cost of sales depreciation
|
4,732
|
|
|
4,998
|
|
|
441
|
|
|||
Cost of sales
|
420,201
|
|
|
464,674
|
|
|
381,774
|
|
|||
Gross profit
|
555,576
|
|
|
576,505
|
|
|
500,286
|
|
|||
|
|
|
|
|
|
||||||
Operating Expenses
|
|
|
|
|
|
||||||
Advertising and promotion
|
143,090
|
|
|
147,286
|
|
|
128,359
|
|
|||
General and administrative
|
89,759
|
|
|
85,393
|
|
|
89,113
|
|
|||
Depreciation and amortization
|
27,047
|
|
|
28,428
|
|
|
25,351
|
|
|||
(Gain) loss on divestitures
|
(1,284
|
)
|
|
—
|
|
|
51,820
|
|
|||
Goodwill and tradename impairment
|
229,461
|
|
|
99,924
|
|
|
—
|
|
|||
Total operating expenses
|
488,073
|
|
|
361,031
|
|
|
294,643
|
|
|||
Operating income
|
67,503
|
|
|
215,474
|
|
|
205,643
|
|
|||
|
|
|
|
|
|
||||||
Other (income) expense
|
|
|
|
|
|
||||||
Interest income
|
(217
|
)
|
|
(388
|
)
|
|
(203
|
)
|
|||
Interest expense
|
105,299
|
|
|
106,267
|
|
|
93,546
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
2,901
|
|
|
1,420
|
|
|||
Other expense (income), net
|
476
|
|
|
(392
|
)
|
|
30
|
|
|||
Total other expense
|
105,558
|
|
|
108,388
|
|
|
94,793
|
|
|||
(Loss) income before income taxes
|
(38,055
|
)
|
|
107,086
|
|
|
110,850
|
|
|||
(Benefit) provision for income taxes
|
(2,255
|
)
|
|
(232,484
|
)
|
|
41,455
|
|
|||
Net (loss) income
|
$
|
(35,800
|
)
|
|
$
|
339,570
|
|
|
$
|
69,395
|
|
|
|
|
|
|
|
||||||
(Loss) earnings per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.69
|
)
|
|
$
|
6.40
|
|
|
$
|
1.31
|
|
Diluted
|
$
|
(0.69
|
)
|
|
$
|
6.34
|
|
|
$
|
1.30
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
52,068
|
|
|
53,099
|
|
|
52,976
|
|
|||
Diluted
|
52,068
|
|
|
53,526
|
|
|
53,362
|
|
|||
|
|
|
|
|
|
||||||
Comprehensive (loss) income, net of tax:
|
|
|
|
|
|
||||||
Currency translation adjustments
|
(6,480
|
)
|
|
5,702
|
|
|
(2,575
|
)
|
|||
Unrecognized net gain (loss) on pension plans
|
48
|
|
|
1,335
|
|
|
(252
|
)
|
|||
Total other comprehensive (loss) income
|
(6,432
|
)
|
|
7,037
|
|
|
(2,827
|
)
|
|||
Comprehensive (loss) income
|
$
|
(42,232
|
)
|
|
$
|
346,607
|
|
|
$
|
66,568
|
|
(In thousands)
|
March 31,
|
||||||
Assets
|
2019
|
|
2018
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
27,530
|
|
|
$
|
32,548
|
|
Accounts receivable, net of allowance of $12,965 and $12,734, respectively
|
148,787
|
|
|
140,881
|
|
||
Inventories
|
119,880
|
|
|
118,547
|
|
||
Prepaid expenses and other current assets
|
4,741
|
|
|
11,501
|
|
||
Total current assets
|
300,938
|
|
|
303,477
|
|
||
|
|
|
|
||||
Property, plant and equipment, net
|
51,176
|
|
|
52,552
|
|
||
Goodwill
|
578,583
|
|
|
620,098
|
|
||
Intangible assets, net
|
2,507,210
|
|
|
2,780,916
|
|
||
Other long-term assets
|
3,129
|
|
|
3,569
|
|
||
Total Assets
|
$
|
3,441,036
|
|
|
$
|
3,760,612
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity
|
|
|
|
|
|||
Current liabilities
|
|
|
|
|
|||
Accounts payable
|
$
|
56,560
|
|
|
$
|
61,390
|
|
Accrued interest payable
|
9,756
|
|
|
9,708
|
|
||
Other accrued liabilities
|
60,663
|
|
|
52,101
|
|
||
Total current liabilities
|
126,979
|
|
|
123,199
|
|
||
|
|
|
|
||||
Long-term debt, net
|
1,798,598
|
|
|
1,992,952
|
|
||
Deferred income tax liabilities
|
399,575
|
|
|
442,518
|
|
||
Other long-term liabilities
|
20,053
|
|
|
23,333
|
|
||
Total Liabilities
|
2,345,205
|
|
|
2,582,002
|
|
||
|
|
|
|
||||
Commitments and Contingencies – Note 17
|
|
|
|
|
|||
|
|
|
|
||||
Stockholders’ Equity
|
|
|
|
|
|||
Preferred stock – $0.01 par value
|
|
|
|
|
|||
Authorized – 5,000 shares
|
|
|
|
|
|||
Issued and outstanding – None
|
—
|
|
|
—
|
|
||
Common stock – $0.01 par value
|
|
|
|
|
|||
Authorized – 250,000 shares
|
|
|
|
|
|||
Issued – 53,670 shares at March 31, 2019 and 53,396 shares at March 31, 2018
|
536
|
|
|
534
|
|
||
Additional paid-in capital
|
479,150
|
|
|
468,783
|
|
||
Treasury stock, at cost – 1,871 shares at March 31, 2019 and 353 shares at March 31, 2018
|
(59,928
|
)
|
|
(7,669
|
)
|
||
Accumulated other comprehensive loss, net of tax
|
(25,747
|
)
|
|
(19,315
|
)
|
||
Retained earnings
|
701,820
|
|
|
736,277
|
|
||
Total Stockholders’ Equity
|
1,095,831
|
|
|
1,178,610
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
3,441,036
|
|
|
$
|
3,760,612
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Treasury Stock
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
|
Retained
Earnings
|
|
Total
|
||||||||||||||||||
(In thousands)
|
Shares
|
|
Par
Value
|
|
|
Shares
|
|
Amount
|
|
|
|
||||||||||||||||||
Balances at March 31, 2016
|
53,066
|
|
|
$
|
530
|
|
|
$
|
445,182
|
|
|
306
|
|
|
$
|
(5,163
|
)
|
|
$
|
(23,525
|
)
|
|
$
|
327,312
|
|
|
$
|
744,336
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
8,148
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,148
|
|
||||||
Exercise of stock options
|
127
|
|
|
2
|
|
|
4,026
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,028
|
|
||||||
Issuance of shares related to restricted stock
|
94
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Treasury share repurchases
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
(1,431
|
)
|
|
—
|
|
|
—
|
|
|
(1,431
|
)
|
||||||
Excess tax benefits from share-based awards
|
—
|
|
|
—
|
|
|
900
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
900
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
69,395
|
|
|
69,395
|
|
||||||
Comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,827
|
)
|
|
—
|
|
|
(2,827
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balances at March 31, 2017
|
53,287
|
|
|
$
|
533
|
|
|
$
|
458,255
|
|
|
332
|
|
|
$
|
(6,594
|
)
|
|
$
|
(26,352
|
)
|
|
$
|
396,707
|
|
|
$
|
822,549
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
8,909
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,909
|
|
||||||
Exercise of stock options
|
56
|
|
|
—
|
|
|
1,620
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,620
|
|
||||||
Issuance of shares related to restricted stock
|
53
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Treasury share repurchases
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
(1,075
|
)
|
|
—
|
|
|
—
|
|
|
(1,075
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
339,570
|
|
|
339,570
|
|
||||||
Comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,037
|
|
|
—
|
|
|
7,037
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balances at March 31, 2018
|
53,396
|
|
|
$
|
534
|
|
|
$
|
468,783
|
|
|
353
|
|
|
$
|
(7,669
|
)
|
|
$
|
(19,315
|
)
|
|
$
|
736,277
|
|
|
$
|
1,178,610
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Adoption of new accounting pronouncement
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,343
|
|
|
1,343
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
7,438
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,438
|
|
||||||
Exercise of stock options
|
98
|
|
|
—
|
|
|
2,931
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,931
|
|
||||||
Issuance of shares related to restricted stock
|
176
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Treasury share repurchases
|
—
|
|
|
—
|
|
|
—
|
|
|
1,518
|
|
|
(52,259
|
)
|
|
—
|
|
|
—
|
|
|
(52,259
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,800
|
)
|
|
(35,800
|
)
|
||||||
Comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,432
|
)
|
|
—
|
|
|
(6,432
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balances at March 31, 2019
|
53,670
|
|
|
$
|
536
|
|
|
$
|
479,150
|
|
|
1,871
|
|
|
$
|
(59,928
|
)
|
|
$
|
(25,747
|
)
|
|
$
|
701,820
|
|
|
$
|
1,095,831
|
|
|
Year Ended March 31,
|
||||||||||
(In thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(35,800
|
)
|
|
$
|
339,570
|
|
|
$
|
69,395
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
31,779
|
|
|
33,426
|
|
|
25,792
|
|
|||
(Gain) loss on divestitures
|
(1,284
|
)
|
|
—
|
|
|
51,820
|
|
|||
Loss on sale or disposal of property and equipment
|
216
|
|
|
1,568
|
|
|
573
|
|
|||
Deferred income taxes
|
(40,554
|
)
|
|
(269,086
|
)
|
|
(5,778
|
)
|
|||
Amortization of debt origination costs
|
5,923
|
|
|
6,742
|
|
|
8,633
|
|
|||
Excess tax benefits from share-based awards
|
—
|
|
|
—
|
|
|
900
|
|
|||
Stock-based compensation costs
|
7,438
|
|
|
8,909
|
|
|
8,148
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
2,901
|
|
|
1,420
|
|
|||
Impairment loss
|
229,461
|
|
|
99,924
|
|
|
—
|
|
|||
Lease termination costs
|
—
|
|
|
214
|
|
|
524
|
|
|||
Other non-cash items
|
421
|
|
|
1,704
|
|
|
581
|
|
|||
Changes in operating assets and liabilities, net of effects from acquisitions:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
(2,980
|
)
|
|
(5,043
|
)
|
|
(18,938
|
)
|
|||
Inventories
|
(10,535
|
)
|
|
(2,482
|
)
|
|
(10,262
|
)
|
|||
Prepaid expenses and other assets
|
6,887
|
|
|
33,721
|
|
|
(1,996
|
)
|
|||
Accounts payable
|
(3,993
|
)
|
|
(10,028
|
)
|
|
21,447
|
|
|||
Accrued liabilities
|
3,734
|
|
|
(31,495
|
)
|
|
2,413
|
|
|||
Pension contribution
|
(1,375
|
)
|
|
—
|
|
|
(6,000
|
)
|
|||
Other
|
(54
|
)
|
|
(435
|
)
|
|
—
|
|
|||
Net cash provided by operating activities
|
189,284
|
|
|
210,110
|
|
|
148,672
|
|
|||
|
|
|
|
|
|
||||||
Investing Activities
|
|
|
|
|
|
|
|
||||
Purchases of property, plant and equipment
|
(10,480
|
)
|
|
(12,532
|
)
|
|
(2,977
|
)
|
|||
Proceeds from divestitures
|
65,912
|
|
|
—
|
|
|
110,717
|
|
|||
Proceeds from the sale of property, plant and equipment
|
—
|
|
|
—
|
|
|
85
|
|
|||
Proceeds from working capital arbitration settlement
|
—
|
|
|
—
|
|
|
1,419
|
|
|||
Acquisition of C.B. Fleet, less cash acquired
|
—
|
|
|
—
|
|
|
(803,839
|
)
|
|||
Acquisition of C.B. Fleet escrow receipt
|
—
|
|
|
970
|
|
|
—
|
|
|||
Net cash provided by (used in) investing activities
|
55,432
|
|
|
(11,562
|
)
|
|
(694,595
|
)
|
|||
|
|
|
|
|
|
||||||
Financing Activities
|
|
|
|
|
|
|
|
||||
Proceeds from issuance of Senior Notes
|
—
|
|
|
250,000
|
|
|
—
|
|
|||
Proceeds from issuance of Term Loan
|
—
|
|
|
—
|
|
|
1,427,000
|
|
|||
Term Loan repayments
|
(200,000
|
)
|
|
(444,000
|
)
|
|
(862,500
|
)
|
|||
Borrowings under revolving credit agreement
|
45,000
|
|
|
30,000
|
|
|
110,000
|
|
|||
Repayments under revolving credit agreement
|
(45,000
|
)
|
|
(45,000
|
)
|
|
(105,000
|
)
|
|||
Payments of debt origination costs
|
—
|
|
|
(500
|
)
|
|
(11,140
|
)
|
|||
Proceeds from exercise of stock options
|
2,931
|
|
|
1,620
|
|
|
4,028
|
|
|||
Fair value of shares surrendered as payment of tax withholding
|
(2,281
|
)
|
|
(1,075
|
)
|
|
(1,431
|
)
|
|||
Repurchase of common stock
|
(49,978
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash (used in) provided by financing activities
|
(249,328
|
)
|
|
(208,955
|
)
|
|
560,957
|
|
|||
|
|
|
|
|
|
||||||
Effects of exchange rate changes on cash and cash equivalents
|
(406
|
)
|
|
1,100
|
|
|
(409
|
)
|
|||
(Decrease) increase in cash and cash equivalents
|
(5,018
|
)
|
|
(9,307
|
)
|
|
14,625
|
|
|||
Cash and cash equivalents - beginning of year
|
32,548
|
|
|
41,855
|
|
|
27,230
|
|
|||
Cash and cash equivalents - end of year
|
$
|
27,530
|
|
|
$
|
32,548
|
|
|
$
|
41,855
|
|
|
|
|
|
|
|
||||||
Interest paid
|
$
|
98,232
|
|
|
$
|
98,572
|
|
|
$
|
85,209
|
|
Income taxes paid
|
$
|
27,463
|
|
|
$
|
24,440
|
|
|
$
|
47,999
|
|
|
Years
|
Building
|
15 - 40
|
Machinery
|
3 - 15
|
Computer equipment and software
|
3 - 5
|
Furniture and fixtures
|
7 - 10
|
Leasehold improvements
|
*
|
|
Year Ended March 31, 2019
|
||||||||||
(In thousands)
|
As Reported
|
|
Impact of Change
|
|
Without Adoption of ASC 606
|
||||||
Total revenues
|
$
|
975,777
|
|
|
$
|
(14,756
|
)
|
|
$
|
961,021
|
|
Cost of sales
|
$
|
420,201
|
|
|
$
|
(5,220
|
)
|
|
$
|
414,981
|
|
Total operating expenses
|
$
|
488,073
|
|
|
$
|
(319
|
)
|
|
$
|
487,754
|
|
Loss before income taxes
|
$
|
(38,055
|
)
|
|
$
|
(9,217
|
)
|
|
$
|
(47,272
|
)
|
(Benefit) for income taxes
|
$
|
(2,255
|
)
|
|
$
|
(2,662
|
)
|
|
$
|
(4,917
|
)
|
Net loss
|
$
|
(35,800
|
)
|
|
$
|
(6,555
|
)
|
|
$
|
(42,355
|
)
|
|
Year Ended March 31,
|
||||||||||
(In thousands, except per share data)
|
2019
|
|
2018
|
|
2017
|
||||||
Numerator
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(35,800
|
)
|
|
$
|
339,570
|
|
|
$
|
69,395
|
|
|
|
|
|
|
|
||||||
Denominator
|
|
|
|
|
|
|
|
||||
Denominator for basic (loss) earnings per share - weighted average shares outstanding
|
52,068
|
|
|
53,099
|
|
|
52,976
|
|
|||
Dilutive effect of unvested restricted stock units and options issued to employees and directors
|
—
|
|
|
427
|
|
|
386
|
|
|||
Denominator for diluted (loss) earnings per share
|
52,068
|
|
|
53,526
|
|
|
53,362
|
|
|||
|
|
|
|
|
|
||||||
(Loss) earnings per Common Share:
|
|
|
|
|
|
|
|
||||
Basic net (loss) earnings per share
|
$
|
(0.69
|
)
|
|
$
|
6.40
|
|
|
$
|
1.31
|
|
|
|
|
|
|
|
||||||
Diluted net (loss) earnings per share
|
$
|
(0.69
|
)
|
|
$
|
6.34
|
|
|
$
|
1.30
|
|
(In thousands)
|
Balance
March 31, 2018
|
|
New Revenue Standard Adjustment
|
|
April 1, 2018
|
||||||
Accounts receivable, net
|
$
|
140,881
|
|
|
$
|
5,438
|
|
|
$
|
146,319
|
|
Inventories
|
118,547
|
|
|
(1,768
|
)
|
|
116,779
|
|
|||
Other accrued liabilities
|
52,101
|
|
|
1,926
|
|
|
54,027
|
|
|||
Deferred income tax liabilities
|
442,518
|
|
|
401
|
|
|
442,919
|
|
|||
Retained earnings
|
736,277
|
|
|
1,343
|
|
|
737,620
|
|
(In thousands)
|
July 2, 2018
|
||
Components of assets sold:
|
|
||
Inventory
|
$
|
6,644
|
|
Property, plant and equipment, net
|
653
|
|
|
Goodwill
|
6,245
|
|
|
Intangible assets, net
|
49,315
|
|
|
Assets sold
|
62,857
|
|
|
Total purchase price received
|
65,912
|
|
|
|
(3,055
|
)
|
|
Costs to sell
|
1,771
|
|
|
Pre-tax gain on divestiture
|
$
|
(1,284
|
)
|
|
March 31,
|
||||||
(In thousands)
|
2019
|
|
2018
|
||||
Components of Accounts Receivable
|
|
|
|
||||
Trade accounts receivable
|
$
|
161,047
|
|
|
$
|
152,832
|
|
Other receivables
|
705
|
|
|
783
|
|
||
|
161,752
|
|
|
153,615
|
|
||
Less allowances for discounts, returns and uncollectible accounts
|
(12,965
|
)
|
|
(12,734
|
)
|
||
Accounts receivable, net
|
$
|
148,787
|
|
|
$
|
140,881
|
|
|
March 31,
|
||||||
(In thousands)
|
2019
|
|
2018
|
||||
Components of Inventories
|
|
|
|
||||
Packaging and raw materials
|
$
|
17,082
|
|
|
$
|
13,112
|
|
Work in process
|
161
|
|
|
157
|
|
||
Finished goods
|
102,637
|
|
|
105,278
|
|
||
Inventories
|
$
|
119,880
|
|
|
$
|
118,547
|
|
|
March 31,
|
||||||
(In thousands)
|
2019
|
|
2018
|
||||
Components of Property, Plant and Equipment
|
|
|
|
||||
Land
|
$
|
550
|
|
|
$
|
550
|
|
Building
|
13,960
|
|
|
13,746
|
|
||
Machinery
|
42,472
|
|
|
38,599
|
|
||
Computer equipment
|
20,716
|
|
|
18,116
|
|
||
Furniture and fixtures
|
3,200
|
|
|
2,924
|
|
||
Leasehold improvements
|
9,090
|
|
|
8,804
|
|
||
|
89,988
|
|
|
82,739
|
|
||
Accumulated depreciation
|
(38,812
|
)
|
|
(30,187
|
)
|
||
Property, plant and equipment, net
|
$
|
51,176
|
|
|
$
|
52,552
|
|
(In thousands)
|
North American OTC Healthcare
|
|
International OTC Healthcare
|
|
Household Cleaning
|
|
Consolidated
|
||||||||
Balance – March 31, 2017
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
$
|
706,623
|
|
|
$
|
32,554
|
|
|
$
|
71,405
|
|
|
$
|
810,582
|
|
Accumulated impairment losses
|
(130,170
|
)
|
|
—
|
|
|
(65,160
|
)
|
|
(195,330
|
)
|
||||
Balance - March 31, 2017
|
576,453
|
|
|
32,554
|
|
|
6,245
|
|
|
615,252
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
2018 Adjustments
(a)
|
4,481
|
|
|
—
|
|
|
—
|
|
|
4,481
|
|
||||
Effects of foreign currency exchange rates
|
—
|
|
|
365
|
|
|
—
|
|
|
365
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Balance – March 31, 2018
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
711,104
|
|
|
32,919
|
|
|
71,405
|
|
|
815,428
|
|
||||
Accumulated impairment losses
|
(130,170
|
)
|
|
—
|
|
|
(65,160
|
)
|
|
(195,330
|
)
|
||||
Balance - March 31, 2018
|
580,934
|
|
|
32,919
|
|
|
6,245
|
|
|
620,098
|
|
||||
|
|
|
|
|
|
|
|
||||||||
2019 Additions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
2019 Reductions:
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Goodwill
(b)
|
—
|
|
|
—
|
|
|
(71,405
|
)
|
|
(71,405
|
)
|
||||
Accumulated impairment loss
(b)
|
—
|
|
|
—
|
|
|
65,160
|
|
|
65,160
|
|
||||
Effects of foreign currency exchange rates
|
—
|
|
|
(1,729
|
)
|
|
—
|
|
|
(1,729
|
)
|
||||
Impairment loss
|
(33,541
|
)
|
|
—
|
|
|
—
|
|
|
(33,541
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Balance – March 31, 2019
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
711,104
|
|
|
31,190
|
|
|
—
|
|
|
742,294
|
|
||||
Accumulated impairment losses
|
(163,711
|
)
|
|
—
|
|
|
—
|
|
|
(163,711
|
)
|
||||
Balance - March 31, 2019
|
$
|
547,393
|
|
|
$
|
31,190
|
|
|
$
|
—
|
|
|
$
|
578,583
|
|
|
Year Ended March 31, 2019
|
||||||||||
(In thousands)
|
Indefinite-
Lived Tradenames |
|
Finite-Lived
Tradenames and Customer Relationships |
|
Totals
|
||||||
Gross Carrying Amounts
|
|
|
|
|
|
||||||
Balance – March 31, 2018
|
$
|
2,490,303
|
|
|
$
|
441,314
|
|
|
$
|
2,931,617
|
|
Reclassifications
|
(25,152
|
)
|
|
25,152
|
|
|
—
|
|
|||
Reductions
|
(30,562
|
)
|
|
(34,889
|
)
|
|
(65,451
|
)
|
|||
Tradename impairment
|
(154,967
|
)
|
|
(40,953
|
)
|
|
(195,920
|
)
|
|||
Effects of foreign currency exchange rates
|
(6,431
|
)
|
|
(341
|
)
|
|
(6,772
|
)
|
|||
Balance – March 31, 2019
|
$
|
2,273,191
|
|
|
$
|
390,283
|
|
|
$
|
2,663,474
|
|
|
|
|
|
|
|
||||||
Accumulated Amortization
|
|
|
|
|
|
|
|
|
|||
Balance – March 31, 2018
|
$
|
—
|
|
|
$
|
150,701
|
|
|
$
|
150,701
|
|
Additions
|
—
|
|
|
21,767
|
|
|
21,767
|
|
|||
Reductions
|
—
|
|
|
(16,136
|
)
|
|
(16,136
|
)
|
|||
Effects of foreign currency exchange rates
|
—
|
|
|
(68
|
)
|
|
(68
|
)
|
|||
Balance – March 31, 2019
|
$
|
—
|
|
|
$
|
156,264
|
|
|
$
|
156,264
|
|
|
|
|
|
|
|
||||||
Intangible assets, net – March 31, 2019
|
$
|
2,273,191
|
|
|
$
|
234,019
|
|
|
$
|
2,507,210
|
|
|
|
|
|
|
|
||||||
Intangible Assets, net by Reportable Segment:
|
|
|
|
|
|
||||||
North American OTC Healthcare
|
$
|
2,195,617
|
|
|
$
|
228,743
|
|
|
$
|
2,424,360
|
|
International OTC Healthcare
|
77,574
|
|
|
5,276
|
|
|
82,850
|
|
|||
Intangible assets, net – March 31, 2019
|
$
|
2,273,191
|
|
|
$
|
234,019
|
|
|
$
|
2,507,210
|
|
|
Year Ended March 31, 2018
|
||||||||||
(In thousands)
|
Indefinite-
Lived Tradenames |
|
Finite-Lived
Tradenames and Customer Relationships |
|
Totals
|
||||||
Gross Carrying Amounts
|
|
|
|
|
|
||||||
Balance – March 31, 2017
|
$
|
2,589,155
|
|
|
$
|
441,801
|
|
|
$
|
3,030,956
|
|
Tradename impairment
|
(99,300
|
)
|
|
(624
|
)
|
|
(99,924
|
)
|
|||
Effects of foreign currency exchange rates
|
448
|
|
|
137
|
|
|
585
|
|
|||
Balance – March 31, 2018
|
$
|
2,490,303
|
|
|
$
|
441,314
|
|
|
$
|
2,931,617
|
|
|
|
|
|
|
|
||||||
Accumulated Amortization
|
|
|
|
|
|
|
|
|
|||
Balance – March 31, 2017
|
$
|
—
|
|
|
$
|
127,343
|
|
|
$
|
127,343
|
|
Additions
|
—
|
|
|
23,349
|
|
|
23,349
|
|
|||
Effects of foreign currency exchange rates
|
—
|
|
|
9
|
|
|
9
|
|
|||
Balance – March 31, 2018
|
$
|
—
|
|
|
$
|
150,701
|
|
|
$
|
150,701
|
|
|
|
|
|
|
|
||||||
Intangible assets, net – March 31, 2018
|
$
|
2,490,303
|
|
|
$
|
290,613
|
|
|
$
|
2,780,916
|
|
|
|
|
|
|
|
||||||
Intangible Assets, net by Reportable Segment:
|
|
|
|
|
|
||||||
North American OTC Healthcare
|
$
|
2,375,736
|
|
|
$
|
265,356
|
|
|
$
|
2,641,092
|
|
International OTC Healthcare
|
84,006
|
|
|
6,068
|
|
|
90,074
|
|
|||
Household Cleaning
|
30,561
|
|
|
19,189
|
|
|
49,750
|
|
|||
Intangible assets, net – March 31, 2018
|
$
|
2,490,303
|
|
|
$
|
290,613
|
|
|
$
|
2,780,916
|
|
(In thousands)
|
|
||
Year Ending March 31,
|
Amount
|
||
2020
|
19,642
|
|
|
2021
|
19,646
|
|
|
2022
|
19,644
|
|
|
2023
|
19,644
|
|
|
2024
|
19,614
|
|
|
Thereafter
|
135,829
|
|
|
|
$
|
234,019
|
|
|
March 31,
|
||||||
(In thousands)
|
2019
|
|
2018
|
||||
Accrued marketing costs
|
$
|
31,228
|
|
|
$
|
21,473
|
|
Accrued compensation costs
|
10,958
|
|
|
10,591
|
|
||
Accrued broker commissions
|
1,361
|
|
|
1,487
|
|
||
Income taxes payable
|
88
|
|
|
1,901
|
|
||
Accrued professional fees
|
2,441
|
|
|
2,244
|
|
||
Accrued production costs
|
6,788
|
|
|
7,392
|
|
||
Other accrued liabilities
|
7,799
|
|
|
7,013
|
|
||
|
$
|
60,663
|
|
|
$
|
52,101
|
|
(In thousands, except percentages)
|
|
March 31,
2019 |
|
March 31,
2018 |
||||
2016 Senior Notes bearing interest at 6.375%, with interest payable on March 1 and September 1 of each year. The 2016 Senior Notes mature on March 1, 2024.
|
|
$
|
600,000
|
|
|
$
|
600,000
|
|
2013 Senior Notes bearing interest at 5.375%, with interest payable on June 15 and December 15 of each year. The 2013 Senior Notes mature on December 15, 2021.
|
|
400,000
|
|
|
400,000
|
|
||
2012 Term B-5 Loans bearing interest at the Borrower's option at either LIBOR plus a margin of 2.00%, with a LIBOR floor of 0.00%, or an alternate base rate plus a margin of 1.00% with a floor of 1.00% due on January 26, 2024.
|
|
738,000
|
|
|
938,000
|
|
||
2012 ABL Revolver bearing interest at the Borrower's option at either a base rate plus applicable margin or LIBOR plus applicable margin. Any unpaid balance is due on January 26, 2022.
|
|
75,000
|
|
|
75,000
|
|
||
Long-term debt
|
|
1,813,000
|
|
|
2,013,000
|
|
||
Less: unamortized debt costs
|
|
(14,402
|
)
|
|
(20,048
|
)
|
||
Long-term debt, net
|
|
$
|
1,798,598
|
|
|
$
|
1,992,952
|
|
|
|
March 31, 2019
|
|
March 31, 2018
|
||||||||||||
(In thousands)
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
2016 Senior Notes
|
|
$
|
600,000
|
|
|
$
|
606,000
|
|
|
$
|
600,000
|
|
|
$
|
610,500
|
|
2013 Senior Notes
|
|
400,000
|
|
|
401,500
|
|
|
400,000
|
|
|
402,000
|
|
||||
2012 Term B-5 Loans
|
|
738,000
|
|
|
728,775
|
|
|
938,000
|
|
|
939,173
|
|
||||
2012 ABL Revolver
|
|
75,000
|
|
|
75,000
|
|
|
75,000
|
|
|
75,000
|
|
RSUs
|
|
Shares
(in thousands)
|
|
Weighted-Average
Grant-Date
Fair Value
|
|||
Vested and nonvested at March 31, 2016
|
|
467.8
|
|
|
$
|
35.22
|
|
|
|
|
|
|
|||
Granted
|
|
68.4
|
|
|
55.44
|
|
|
Vested and issued
|
|
(94.7
|
)
|
|
28.51
|
|
|
Forfeited
|
|
(91.4
|
)
|
|
41.71
|
|
|
Vested and nonvested at March 31, 2017
|
|
350.1
|
|
|
39.29
|
|
|
Vested at March 31, 2017
|
|
63.4
|
|
|
20.12
|
|
|
|
|
|
|
|
|||
Granted
|
|
105.8
|
|
|
55.61
|
|
|
Vested and issued
|
|
(53.3
|
)
|
|
34.30
|
|
|
Forfeited
|
|
(9.1
|
)
|
|
48.76
|
|
|
Vested and nonvested at March 31, 2018
|
|
393.5
|
|
|
44.13
|
|
|
Vested at March 31, 2018
|
|
90.5
|
|
|
29.88
|
|
|
|
|
|
|
|
|||
Granted
|
|
226.4
|
|
|
30.09
|
|
|
Vested and issued
|
|
(175.8
|
)
|
|
43.05
|
|
|
Forfeited
|
|
(31.1
|
)
|
|
48.32
|
|
|
Vested and nonvested at March 31, 2019
|
|
413.0
|
|
|
36.58
|
|
|
Vested at March 31, 2019
|
|
113.2
|
|
|
31.05
|
|
|
Year Ended March 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Expected volatility
|
29.6
|
%
|
|
35.2
|
%
|
|
37.8
|
%
|
Expected dividends
|
—
|
|
|
—
|
|
|
—
|
|
Expected term in years
|
6.0
|
|
|
6.0
|
|
|
6.0
|
|
Risk-free rate
|
2.9
|
%
|
|
2.2
|
%
|
|
1.7
|
%
|
Options
|
|
Shares
(in thousands)
|
|
Weighted-Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual Term
|
|
Aggregate
Intrinsic
Value
(in thousands)
|
|||||
|
|
|
|
|
|
|
|
|
|||||
Outstanding at March 31, 2016
|
|
727.7
|
|
|
$
|
30.70
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|||||
Granted
|
|
264.3
|
|
|
55.86
|
|
|
|
|
|
|||
Exercised
|
|
(126.8
|
)
|
|
31.75
|
|
|
|
|
|
|||
Forfeited or expired
|
|
(92.9
|
)
|
|
42.66
|
|
|
|
|
|
|||
Outstanding at March 31, 2017
|
|
772.3
|
|
|
37.70
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||||
Granted
|
|
182.8
|
|
|
56.11
|
|
|
|
|
|
|||
Exercised
|
|
(55.7
|
)
|
|
29.08
|
|
|
|
|
|
|||
Forfeited or expired
|
|
(26.2
|
)
|
|
48.19
|
|
|
|
|
|
|||
Outstanding at March 31, 2018
|
|
873.2
|
|
|
41.79
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||||
Granted
|
|
294.5
|
|
|
29.46
|
|
|
|
|
|
|||
Exercised
|
|
(97.7
|
)
|
|
30.02
|
|
|
|
|
|
|||
Forfeited or expired
|
|
(125.4
|
)
|
|
47.16
|
|
|
|
|
|
|||
Outstanding at March 31, 2019
|
|
944.6
|
|
|
38.45
|
|
|
7.0
|
|
$
|
2,048
|
|
|
Exercisable at March 31, 2019
|
|
499.4
|
|
|
37.87
|
|
|
5.5
|
|
$
|
1,921
|
|
|
March 31,
|
|
March 31,
|
||||
(In thousands)
|
2019
|
|
2018
|
||||
Components of Accumulated Other Comprehensive Loss
|
|
|
|
||||
Cumulative translation adjustment
|
$
|
(26,878
|
)
|
|
$
|
(20,398
|
)
|
Unrecognized net gain on pension plans
|
1,131
|
|
|
1,083
|
|
||
Accumulated other comprehensive loss, net of tax
|
$
|
(25,747
|
)
|
|
$
|
(19,315
|
)
|
|
Year Ended March 31,
|
||||||||||
(In thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
27,629
|
|
|
$
|
31,327
|
|
|
$
|
40,183
|
|
State
|
3,156
|
|
|
2,686
|
|
|
2,808
|
|
|||
Foreign
|
7,193
|
|
|
5,588
|
|
|
4,242
|
|
|||
Deferred
|
|
|
|
|
|
|
|
||||
Federal
|
(35,760
|
)
|
|
(270,796
|
)
|
|
(5,421
|
)
|
|||
State
|
(4,101
|
)
|
|
(1,240
|
)
|
|
(163
|
)
|
|||
Foreign
|
(372
|
)
|
|
(49
|
)
|
|
(194
|
)
|
|||
Total (benefit) provision for income taxes
|
$
|
(2,255
|
)
|
|
$
|
(232,484
|
)
|
|
$
|
41,455
|
|
|
March 31,
|
||||||
(In thousands)
|
2019
|
|
2018
|
||||
Deferred Tax Assets
|
|
|
|
||||
Allowance for doubtful accounts and sales returns
|
$
|
3,285
|
|
|
$
|
2,806
|
|
Inventory capitalization
|
1,245
|
|
|
1,176
|
|
||
Inventory reserves
|
1,267
|
|
|
540
|
|
||
Net operating loss carryforwards
|
226
|
|
|
609
|
|
||
State income taxes
|
9,003
|
|
|
10,154
|
|
||
Accrued liabilities
|
1,785
|
|
|
2,210
|
|
||
Accrued compensation
|
4,416
|
|
|
4,992
|
|
||
Stock compensation
|
4,206
|
|
|
5,038
|
|
||
Foreign tax credit
|
3,236
|
|
|
—
|
|
||
Interest
|
154
|
|
|
—
|
|
||
Other
|
7,691
|
|
|
4,975
|
|
||
Total deferred tax assets
|
$
|
36,514
|
|
|
$
|
32,500
|
|
|
|
|
|
||||
Deferred Tax Liabilities
|
|
|
|
|
|||
Property, plant and equipment
|
$
|
(6,002
|
)
|
|
$
|
(6,032
|
)
|
Intangible assets
|
(425,134
|
)
|
|
(467,388
|
)
|
||
Adoption of revenue recognition standard
|
(721
|
)
|
|
—
|
|
||
Total deferred tax liabilities
|
$
|
(431,857
|
)
|
|
$
|
(473,420
|
)
|
|
|
|
|
||||
Net deferred tax liability before valuation allowance
|
$
|
(395,343
|
)
|
|
$
|
(440,920
|
)
|
Valuation allowance
|
(3,236
|
)
|
|
(609
|
)
|
||
Net deferred tax liability
|
$
|
(398,579
|
)
|
|
$
|
(441,529
|
)
|
|
Year Ended March 31,
|
|||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
(In thousands)
|
|
|
%
|
|
|
|
|
%
|
|
|
|
|
%
|
|
||||||
Income tax (benefit) provision at statutory rate
|
$
|
(7,992
|
)
|
|
21.0
|
|
|
$
|
37,480
|
|
|
35.0
|
|
|
$
|
38,798
|
|
|
35.0
|
|
Foreign tax provision (benefit)
|
2,866
|
|
|
(7.5
|
)
|
|
(2,084
|
)
|
|
(1.9
|
)
|
|
(2,322
|
)
|
|
(2.1
|
)
|
|||
State income taxes, net of federal income tax benefit
|
(1,710
|
)
|
|
4.5
|
|
|
1,414
|
|
|
1.3
|
|
|
1,820
|
|
|
1.7
|
|
|||
Impact of tax legislation
|
—
|
|
|
—
|
|
|
(268,244
|
)
|
|
(250.5
|
)
|
|
—
|
|
|
—
|
|
|||
Goodwill impairment
|
5,616
|
|
|
(14.8
|
)
|
|
—
|
|
|
—
|
|
|
3,208
|
|
|
2.9
|
|
|||
R&D
|
(629
|
)
|
|
1.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Compensation limitations
|
296
|
|
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Valuation allowance
|
2,627
|
|
|
(6.9
|
)
|
|
(2,828
|
)
|
|
(2.6
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on sale
|
1,312
|
|
|
(3.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Nondeductible transaction costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
686
|
|
|
0.6
|
|
|||
Nondeductible compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
342
|
|
|
0.3
|
|
|||
Other
|
(4,641
|
)
|
|
12.1
|
|
|
1,778
|
|
|
1.6
|
|
|
(1,077
|
)
|
|
(1.0
|
)
|
|||
Total (benefit) provision for income taxes
|
$
|
(2,255
|
)
|
|
5.9
|
|
|
$
|
(232,484
|
)
|
|
(217.1
|
)
|
|
$
|
41,455
|
|
|
37.4
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
(In thousands)
|
|
|
|
|
|
||||||
Balance – beginning of year
|
$
|
10,827
|
|
|
$
|
3,651
|
|
|
$
|
4,084
|
|
Additions based on tax positions related to the current year
|
585
|
|
|
7,286
|
|
|
583
|
|
|||
Reductions based on lapse of statute of limitations
|
(650
|
)
|
|
(110
|
)
|
|
(1,016
|
)
|
|||
Payments and other movements
|
(888
|
)
|
|
—
|
|
|
—
|
|
|||
Balance – end of year
|
$
|
9,874
|
|
|
$
|
10,827
|
|
|
$
|
3,651
|
|
|
March 31,
|
||||||
(In thousands)
|
2019
|
|
2018
|
||||
Change in benefit obligation:
|
|
|
|
||||
Projected benefit obligation at beginning of period
|
$
|
61,882
|
|
|
$
|
61,714
|
|
Interest cost
|
2,380
|
|
|
2,529
|
|
||
Actuarial (gain) loss
|
(744
|
)
|
|
800
|
|
||
Benefits paid
|
(3,184
|
)
|
|
(3,161
|
)
|
||
Projected benefit obligations at end of year
|
$
|
60,334
|
|
|
$
|
61,882
|
|
|
|
|
|
||||
Change in plan assets:
|
|
|
|
||||
Fair value of plan assets at beginning of period
|
$
|
50,508
|
|
|
$
|
47,772
|
|
Actual return on plan assets
|
2,416
|
|
|
5,505
|
|
||
Employer contribution
|
1,375
|
|
|
392
|
|
||
Benefits paid
|
(3,184
|
)
|
|
(3,161
|
)
|
||
Fair value of plan assets at end of year
|
$
|
51,115
|
|
|
$
|
50,508
|
|
|
|
|
|
||||
Funded status at end of year
|
$
|
(9,219
|
)
|
|
$
|
(11,374
|
)
|
|
March 31,
|
||||||
(In thousands)
|
2019
|
|
2018
|
||||
Current liability
|
$
|
361
|
|
|
461
|
|
|
Long-term liability
|
8,858
|
|
|
10,913
|
|
||
Total
|
$
|
9,219
|
|
|
$
|
11,374
|
|
|
Year Ended March 31,
|
||||||||||
(In thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Interest cost
|
$
|
2,380
|
|
|
$
|
2,529
|
|
|
$
|
456
|
|
Expected return on assets
|
(3,070
|
)
|
|
(2,901
|
)
|
|
(462
|
)
|
|||
Net periodic benefit cost (income)
|
$
|
(690
|
)
|
|
$
|
(372
|
)
|
|
$
|
(6
|
)
|
(In thousands)
|
Pension Benefits
|
||
Employer contributions:
|
|
||
2020 (expectation) to participant benefits
|
$
|
1,361
|
|
|
|
||
Expected benefit payments year ending March 31,
|
|
||
2020
|
$
|
3,371
|
|
2021
|
3,472
|
|
|
2022
|
3,592
|
|
|
2023
|
3,678
|
|
|
2024
|
3,743
|
|
|
2025-2029
|
18,771
|
|
|
Percentage of Plan Assets
|
||||||
Asset Category
|
Target Allocation
|
March 31, 2019
|
|
March 31, 2018
|
|||
Domestic large cap equities
|
18
|
%
|
18
|
%
|
|
21
|
%
|
Domestic small/mid cap equities
|
5
|
|
5
|
|
|
6
|
|
International equities
|
15
|
|
15
|
|
|
18
|
|
Fixed income and cash
|
62
|
|
62
|
|
|
55
|
|
Total
|
100
|
%
|
100
|
%
|
|
100
|
%
|
(In thousands)
|
|
||
Balances in accumulated other comprehensive loss as of March 31, 2017:
|
|
||
Unrecognized actuarial loss
|
$
|
399
|
|
Unrecognized prior service credit
|
—
|
|
|
|
|
||
Balances in accumulated other comprehensive loss as of March 31, 2018:
|
|
||
Unrecognized actuarial (gain)
|
$
|
(1,407
|
)
|
Unrecognized prior service credit
|
—
|
|
|
|
|
||
Balances in accumulated other comprehensive (income) as of March 31, 2019:
|
|
||
Unrecognized actuarial (gain)
|
$
|
(1,469
|
)
|
Unrecognized prior service credit
|
—
|
|
|
|
|
||
Amounts expected to be reclassified from accumulated other comprehensive income (loss) during 2020:
|
|
|
|
Unrecognized actuarial (loss)
|
$
|
—
|
|
Unrecognized prior service credit
|
—
|
|
|
March 31,
|
||
|
2019
|
|
2018
|
Key assumptions:
|
|
|
|
Discount rate
|
3.80% to 3.99%
|
|
3.93% to 4.07%
|
Expected return on plan assets, net of administrative fees
|
5.75%
|
|
6.25%
|
Rate of compensation increase
|
—
|
|
—
|
(In thousands)
|
Facilities
|
|
Equipment
|
|
Total
|
||||||
Year Ending March 31,
|
|
|
|
|
|
||||||
2020
|
$
|
2,828
|
|
|
$
|
314
|
|
|
$
|
3,142
|
|
2021
|
2,633
|
|
|
248
|
|
|
2,881
|
|
|||
2022
|
2,265
|
|
|
213
|
|
|
2,478
|
|
|||
2023
|
1,684
|
|
|
105
|
|
|
1,789
|
|
|||
2024
|
1,705
|
|
|
—
|
|
|
1,705
|
|
|||
Thereafter
|
6,780
|
|
|
—
|
|
|
6,780
|
|
|||
|
$
|
17,895
|
|
|
$
|
880
|
|
|
$
|
18,775
|
|
|
Year ending March 31,
|
||||||
(In thousands)
|
2019
|
|
2018
|
||||
Minimum lease payments
|
$
|
18,775
|
|
|
$
|
20,987
|
|
Less: Sublease rentals
|
(509
|
)
|
|
(1,018
|
)
|
||
|
$
|
18,266
|
|
|
$
|
19,969
|
|
(In thousands)
|
|
||
Year Ending March 31,
|
Amount
|
||
2020
|
$
|
9,802
|
|
2021
|
9,719
|
|
|
2022
|
9,497
|
|
|
2023
|
1,650
|
|
|
2024
|
—
|
|
|
Thereafter
|
—
|
|
|
|
$
|
30,668
|
|
|
Year Ended March 31, 2019
|
||||||||||||||
(In thousands)
|
North American OTC
Healthcare |
|
International OTC
Healthcare |
|
Household
Cleaning
|
|
Consolidated
|
||||||||
Total segment revenues*
|
$
|
862,446
|
|
|
$
|
93,520
|
|
|
$
|
19,811
|
|
|
$
|
975,777
|
|
Cost of sales
|
364,533
|
|
|
39,080
|
|
|
16,588
|
|
|
420,201
|
|
||||
Gross profit
|
497,913
|
|
|
54,440
|
|
|
3,223
|
|
|
555,576
|
|
||||
Advertising and promotion
|
126,374
|
|
|
16,286
|
|
|
430
|
|
|
143,090
|
|
||||
Contribution margin
|
$
|
371,539
|
|
|
$
|
38,154
|
|
|
$
|
2,793
|
|
|
412,486
|
|
|
Other operating expenses**
|
|
|
|
|
|
|
|
|
344,983
|
|
|||||
Operating income
|
|
|
|
|
|
|
|
|
67,503
|
|
|||||
Other expense
|
|
|
|
|
|
|
|
|
105,558
|
|
|||||
Loss before income taxes
|
|
|
|
|
|
|
(38,055
|
)
|
|||||||
Benefit for income taxes
|
|
|
|
|
|
|
|
|
(2,255
|
)
|
|||||
Net loss
|
|
|
|
|
|
|
$
|
(35,800
|
)
|
|
Year Ended March 31, 2018
|
||||||||||||||
(In thousands)
|
North American OTC
Healthcare |
|
International OTC
Healthcare |
|
Household
Cleaning |
|
Consolidated
|
||||||||
Total segment revenues*
|
$
|
868,874
|
|
|
$
|
91,658
|
|
|
$
|
80,647
|
|
|
$
|
1,041,179
|
|
Cost of sales
|
357,298
|
|
|
40,244
|
|
|
67,132
|
|
|
464,674
|
|
||||
Gross profit
|
511,576
|
|
|
51,414
|
|
|
13,515
|
|
|
576,505
|
|
||||
Advertising and promotion
|
129,058
|
|
|
16,267
|
|
|
1,961
|
|
|
147,286
|
|
||||
Contribution margin
|
$
|
382,518
|
|
|
$
|
35,147
|
|
|
$
|
11,554
|
|
|
429,219
|
|
|
Other operating expenses**
|
|
|
|
|
|
|
|
|
213,745
|
|
|||||
Operating income
|
|
|
|
|
|
|
|
|
215,474
|
|
|||||
Other expense
|
|
|
|
|
|
|
|
|
108,388
|
|
|||||
Income before income taxes
|
|
|
|
|
|
|
|
|
107,086
|
|
|||||
Provision for income taxes
|
|
|
|
|
|
|
|
|
(232,484
|
)
|
|||||
Net income
|
|
|
|
|
|
|
$
|
339,570
|
|
|
Year Ended March 31, 2017
|
||||||||||||||
(In thousands)
|
North American OTC
Healthcare |
|
International OTC
Healthcare |
|
Household
Cleaning |
|
Consolidated
|
||||||||
Total segment revenues*
|
$
|
720,824
|
|
|
$
|
73,304
|
|
|
$
|
87,932
|
|
|
$
|
882,060
|
|
Cost of sales
|
282,750
|
|
|
30,789
|
|
|
68,235
|
|
|
381,774
|
|
||||
Gross profit
|
438,074
|
|
|
42,515
|
|
|
19,697
|
|
|
500,286
|
|
||||
Advertising and promotion
|
112,465
|
|
|
13,434
|
|
|
2,460
|
|
|
128,359
|
|
||||
Contribution margin
|
$
|
325,609
|
|
|
$
|
29,081
|
|
|
$
|
17,237
|
|
|
371,927
|
|
|
Other operating expenses**
|
|
|
|
|
|
|
|
|
166,284
|
|
|||||
Operating income
|
|
|
|
|
|
|
|
|
205,643
|
|
|||||
Other expense
|
|
|
|
|
|
|
|
|
94,793
|
|
|||||
Income before income taxes
|
|
|
|
|
|
|
|
|
110,850
|
|
|||||
Provision for income taxes
|
|
|
|
|
|
|
|
|
41,455
|
|
|||||
Net income
|
|
|
|
|
|
|
$
|
69,395
|
|
|
Year Ended March 31, 2019
|
||||||||||||||
(In thousands)
|
North American OTC
Healthcare |
|
International OTC
Healthcare |
|
Household
Cleaning |
|
Consolidated
|
||||||||
Analgesics
|
$
|
113,563
|
|
|
$
|
615
|
|
|
$
|
—
|
|
|
$
|
114,178
|
|
Cough & Cold
|
83,168
|
|
|
19,955
|
|
|
—
|
|
|
103,123
|
|
||||
Women's Health
|
244,927
|
|
|
13,552
|
|
|
—
|
|
|
258,479
|
|
||||
Gastrointestinal
|
125,416
|
|
|
35,046
|
|
|
—
|
|
|
160,462
|
|
||||
Eye & Ear Care
|
101,128
|
|
|
11,709
|
|
|
—
|
|
|
112,837
|
|
||||
Dermatologicals
|
95,801
|
|
|
2,171
|
|
|
—
|
|
|
97,972
|
|
||||
Oral Care
|
92,964
|
|
|
10,468
|
|
|
—
|
|
|
103,432
|
|
||||
Other OTC
|
5,479
|
|
|
4
|
|
|
—
|
|
|
5,483
|
|
||||
Household Cleaning
|
—
|
|
|
—
|
|
|
19,811
|
|
|
19,811
|
|
||||
Total segment revenues
|
$
|
862,446
|
|
|
$
|
93,520
|
|
|
$
|
19,811
|
|
|
$
|
975,777
|
|
|
Year Ended March 31, 2018
|
||||||||||||||
(In thousands)
|
North American OTC
Healthcare |
|
International OTC
Healthcare |
|
Household
Cleaning |
|
Consolidated
|
||||||||
Analgesics
|
$
|
118,610
|
|
|
$
|
807
|
|
|
$
|
—
|
|
|
$
|
119,417
|
|
Cough & Cold
|
93,537
|
|
|
18,310
|
|
|
—
|
|
|
111,847
|
|
||||
Women's Health
|
247,244
|
|
|
12,140
|
|
|
—
|
|
|
259,384
|
|
||||
Gastrointestinal
|
117,627
|
|
|
34,609
|
|
|
—
|
|
|
152,236
|
|
||||
Eye & Ear Care
|
92,308
|
|
|
11,744
|
|
|
—
|
|
|
104,052
|
|
||||
Dermatologicals
|
94,775
|
|
|
2,113
|
|
|
—
|
|
|
96,888
|
|
||||
Oral Care
|
99,072
|
|
|
11,930
|
|
|
—
|
|
|
111,002
|
|
||||
Other OTC
|
5,701
|
|
|
5
|
|
|
—
|
|
|
5,706
|
|
||||
Household Cleaning
|
—
|
|
|
—
|
|
|
80,647
|
|
|
80,647
|
|
||||
Total segment revenues
|
$
|
868,874
|
|
|
$
|
91,658
|
|
|
$
|
80,647
|
|
|
$
|
1,041,179
|
|
|
Year Ended March 31, 2017
|
||||||||||||||
(In thousands)
|
North American OTC
Healthcare |
|
International OTC
Healthcare |
|
Household
Cleaning |
|
Consolidated
|
||||||||
Analgesics
|
$
|
120,253
|
|
|
$
|
1,922
|
|
|
$
|
—
|
|
|
$
|
122,175
|
|
Cough & Cold
|
90,795
|
|
|
17,990
|
|
|
—
|
|
|
108,785
|
|
||||
Women's Health
|
147,071
|
|
|
3,811
|
|
|
—
|
|
|
150,882
|
|
||||
Gastrointestinal
|
76,500
|
|
|
24,812
|
|
|
—
|
|
|
101,312
|
|
||||
Eye & Ear Care
|
97,618
|
|
|
12,075
|
|
|
—
|
|
|
109,693
|
|
||||
Dermatologicals
|
85,194
|
|
|
2,159
|
|
|
—
|
|
|
87,353
|
|
||||
Oral Care
|
97,586
|
|
|
10,513
|
|
|
—
|
|
|
108,099
|
|
||||
Other OTC
|
5,807
|
|
|
22
|
|
|
—
|
|
|
5,829
|
|
||||
Household Cleaning
|
—
|
|
|
—
|
|
|
87,932
|
|
|
87,932
|
|
||||
Total segment revenues
|
$
|
720,824
|
|
|
$
|
73,304
|
|
|
$
|
87,932
|
|
|
$
|
882,060
|
|
March 31, 2019 (In thousands) |
North American OTC
Healthcare |
|
International OTC
Healthcare |
|
Household
Cleaning |
|
Consolidated
|
||||||||
Goodwill
|
$
|
547,393
|
|
|
$
|
31,190
|
|
|
$
|
—
|
|
|
$
|
578,583
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Intangible assets
|
|
|
|
|
|
|
|
|
|
|
|||||
Indefinite-lived
|
2,195,617
|
|
|
77,574
|
|
|
—
|
|
|
2,273,191
|
|
||||
Finite-lived
|
228,743
|
|
|
5,276
|
|
|
—
|
|
|
234,019
|
|
||||
Intangible assets, net
|
$
|
2,424,360
|
|
|
82,850
|
|
|
—
|
|
|
2,507,210
|
|
|||
Total
|
$
|
2,971,753
|
|
|
$
|
114,040
|
|
|
$
|
—
|
|
|
$
|
3,085,793
|
|
March 31, 2018 (In thousands) |
North American OTC
Healthcare |
|
International OTC
Healthcare |
|
Household
Cleaning |
|
Consolidated
|
||||||||
Goodwill
|
$
|
580,934
|
|
|
$
|
32,919
|
|
|
$
|
6,245
|
|
|
$
|
620,098
|
|
|
|
|
|
|
|
|
|
||||||||
Intangible assets
|
|
|
|
|
|
|
|
|
|||||||
Indefinite-lived
|
2,375,736
|
|
|
84,006
|
|
|
30,561
|
|
|
2,490,303
|
|
||||
Finite-lived
|
265,356
|
|
|
6,068
|
|
|
19,189
|
|
|
290,613
|
|
||||
Intangible assets, net
|
2,641,092
|
|
|
90,074
|
|
|
49,750
|
|
|
2,780,916
|
|
||||
Total
|
$
|
3,222,026
|
|
|
$
|
122,993
|
|
|
$
|
55,995
|
|
|
$
|
3,401,014
|
|
|
|
Quarterly Period Ended
|
||||||||||||||
(In thousands, except for per share data)
|
|
June 30,
2018 |
|
September 30,
2018 |
|
December 31,
2018 |
|
March 31,
2019 |
||||||||
Total revenues
|
|
$
|
253,980
|
|
|
$
|
239,357
|
|
|
$
|
241,414
|
|
|
$
|
241,026
|
|
Cost of sales
|
|
113,357
|
|
|
101,885
|
|
|
102,179
|
|
|
102,780
|
|
||||
Gross profit
|
|
140,623
|
|
|
137,472
|
|
|
139,235
|
|
|
138,246
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Advertising and promotion
|
|
37,111
|
|
|
37,042
|
|
|
34,504
|
|
|
34,433
|
|
||||
General and administrative
|
|
23,941
|
|
|
24,034
|
|
|
20,485
|
|
|
21,299
|
|
||||
Depreciation and amortization
|
|
7,084
|
|
|
6,756
|
|
|
6,705
|
|
|
6,502
|
|
||||
Gain on divestiture
|
|
—
|
|
|
(1,284
|
)
|
|
—
|
|
|
—
|
|
||||
Goodwill and tradename impairment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
229,461
|
|
||||
Total operating expenses
|
|
68,136
|
|
|
66,548
|
|
|
61,694
|
|
|
291,695
|
|
||||
Operating income (loss)
|
|
72,487
|
|
|
70,924
|
|
|
77,541
|
|
|
(153,449
|
)
|
||||
Net interest expense
|
|
25,940
|
|
|
27,070
|
|
|
26,327
|
|
|
25,745
|
|
||||
Other expense (income), net
|
|
87
|
|
|
335
|
|
|
218
|
|
|
(164
|
)
|
||||
Income (loss) before income taxes
|
|
46,460
|
|
|
43,519
|
|
|
50,996
|
|
|
(179,030
|
)
|
||||
Provision (benefit) for income taxes
|
|
11,994
|
|
|
12,678
|
|
|
12,829
|
|
|
(39,756
|
)
|
||||
Net income (loss)
|
|
$
|
34,466
|
|
|
$
|
30,841
|
|
|
$
|
38,167
|
|
|
$
|
(139,274
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.65
|
|
|
$
|
0.59
|
|
|
$
|
0.74
|
|
|
$
|
(2.68
|
)
|
Diluted
|
|
$
|
0.65
|
|
|
$
|
0.59
|
|
|
$
|
0.73
|
|
|
$
|
(2.68
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
52,640
|
|
|
51,841
|
|
|
51,881
|
|
|
51,912
|
|
||||
Diluted
|
|
52,942
|
|
|
52,153
|
|
|
52,202
|
|
|
51,912
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|
|
|
||||||||
Currency translation adjustments
|
|
(2,974
|
)
|
|
(2,145
|
)
|
|
(2,020
|
)
|
|
659
|
|
||||
Unrecognized net gain on pension plans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48
|
|
||||
Total other comprehensive (loss) income
|
|
(2,974
|
)
|
|
(2,145
|
)
|
|
(2,020
|
)
|
|
707
|
|
||||
Comprehensive income (loss)
|
|
$
|
31,492
|
|
|
$
|
28,696
|
|
|
$
|
36,147
|
|
|
$
|
(138,567
|
)
|
|
|
Quarterly Period Ended
|
||||||||||||||
(In thousands, except for per share data)
|
|
June 30,
2017 |
|
September 30,
2017 |
|
December 31,
2017 |
|
March 31,
2018 |
||||||||
Total revenues
|
|
$
|
256,573
|
|
|
$
|
258,026
|
|
|
$
|
270,615
|
|
|
$
|
255,965
|
|
Cost of sales
|
|
113,097
|
|
|
113,928
|
|
|
122,941
|
|
|
114,708
|
|
||||
Gross profit
|
|
143,476
|
|
|
144,098
|
|
|
147,674
|
|
|
141,257
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Advertising and promotion
|
|
36,944
|
|
|
39,188
|
|
|
35,835
|
|
|
35,319
|
|
||||
General and administrative
|
|
20,410
|
|
|
21,999
|
|
|
20,820
|
|
|
22,164
|
|
||||
Depreciation and amortization
|
|
7,167
|
|
|
7,186
|
|
|
7,129
|
|
|
6,946
|
|
||||
Tradename impairment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
99,924
|
|
||||
Total operating expenses
|
|
64,521
|
|
|
68,373
|
|
|
63,784
|
|
|
164,353
|
|
||||
Operating income (loss)
|
|
78,955
|
|
|
75,725
|
|
|
83,890
|
|
|
(23,096
|
)
|
||||
Net interest expense
|
|
26,341
|
|
|
26,836
|
|
|
25,864
|
|
|
26,838
|
|
||||
Loss on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,901
|
|
||||
Other (income) expense, net
|
|
(74
|
)
|
|
(432
|
)
|
|
387
|
|
|
(273
|
)
|
||||
Income (loss) before income taxes
|
|
52,688
|
|
|
49,321
|
|
|
57,639
|
|
|
(52,562
|
)
|
||||
Provision (benefit) for income taxes
|
|
18,929
|
|
|
18,616
|
|
|
(257,154
|
)
|
|
(12,875
|
)
|
||||
Net income (loss)
|
|
$
|
33,759
|
|
|
$
|
30,705
|
|
|
$
|
314,793
|
|
|
$
|
(39,687
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.64
|
|
|
$
|
0.58
|
|
|
$
|
5.93
|
|
|
$
|
(0.75
|
)
|
Diluted
|
|
$
|
0.63
|
|
|
$
|
0.57
|
|
|
$
|
5.88
|
|
|
$
|
(0.75
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
53,038
|
|
|
53,098
|
|
|
53,129
|
|
|
53,131
|
|
||||
Diluted
|
|
53,509
|
|
|
53,539
|
|
|
53,543
|
|
|
53,131
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
||||||||
Currency translation adjustments
|
|
1,119
|
|
|
2,716
|
|
|
4,492
|
|
|
(2,625
|
)
|
||||
Unrecognized net loss on pension plans
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1,334
|
|
||||
Total other comprehensive (loss) income
|
|
1,120
|
|
|
2,716
|
|
|
4,492
|
|
|
(1,291
|
)
|
||||
Comprehensive (loss) income
|
|
$
|
34,879
|
|
|
$
|
33,421
|
|
|
$
|
319,285
|
|
|
$
|
(40,978
|
)
|
(In thousands)
|
Balance at
Beginning of
Year
|
|
Amounts
Charged to
Expense
|
|
Deductions
|
|
Other
|
|
Balance at
End of
Year
|
||||||||||
Year Ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserves for sales returns and allowance
|
$
|
8,813
|
|
|
$
|
56,276
|
|
|
$
|
(56,116
|
)
|
|
$
|
—
|
|
|
$
|
8,973
|
|
Reserves for trade promotions
|
13,062
|
|
(a)
|
90,844
|
|
|
(88,415
|
)
|
|
—
|
|
|
15,491
|
|
|||||
Reserves for consumer coupon redemptions
|
2,645
|
|
|
5,199
|
|
|
(6,669
|
)
|
|
—
|
|
|
1,175
|
|
|||||
Allowance for doubtful accounts
|
1,203
|
|
|
203
|
|
|
(147
|
)
|
|
—
|
|
|
1,259
|
|
|||||
Deferred tax valuation allowance
|
609
|
|
|
2,627
|
|
(b)
|
—
|
|
|
—
|
|
|
3,236
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Reserves for sales returns and allowance
|
9,429
|
|
|
62,953
|
|
|
(63,569
|
)
|
|
—
|
|
|
8,813
|
|
|||||
Reserves for trade promotions
|
15,193
|
|
|
78,669
|
|
|
(82,427
|
)
|
|
—
|
|
|
11,435
|
|
|||||
Reserves for consumer coupon redemptions
|
4,614
|
|
|
7,283
|
|
|
(9,252
|
)
|
|
—
|
|
|
2,645
|
|
|||||
Allowance for doubtful accounts
|
1,352
|
|
|
187
|
|
|
(336
|
)
|
|
—
|
|
|
1,203
|
|
|||||
Deferred tax valuation allowance
|
3,437
|
|
|
—
|
|
|
—
|
|
|
(2,828
|
)
|
(c)
|
609
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Reserves for sales returns and allowance
|
8,823
|
|
|
41,173
|
|
|
(41,417
|
)
|
|
850
|
|
(d)
|
9,429
|
|
|||||
Reserves for trade promotions
|
12,641
|
|
|
69,475
|
|
|
(69,713
|
)
|
|
2,790
|
|
(d)
|
15,193
|
|
|||||
Reserves for consumer coupon redemptions
|
4,323
|
|
|
7,616
|
|
|
(7,745
|
)
|
|
420
|
|
(d)
|
4,614
|
|
|||||
Allowance for doubtful accounts
|
815
|
|
|
177
|
|
|
360
|
|
|
—
|
|
|
1,352
|
|
|||||
Deferred tax valuation allowance
|
—
|
|
|
—
|
|
|
—
|
|
|
3,437
|
|
(d)
|
3,437
|
|
(a)(1)
|
Financial Statements
|
Prestige Consumer Healthcare Inc.
|
Report of Independent Registered Public Accounting Firm,
PricewaterhouseCoopers LLP
|
Consolidated Statements of Income and Comprehensive Income for each of the three years in
the period ended March 31, 2019
|
Consolidated Balance Sheets at March 31, 2019 and 2018
|
Consolidated Statements of Changes in Stockholders’ Equity for each of the three years in the period ended March 31, 2019
|
Consolidated Statements of Cash Flows for each of the three years
in the period ended March 31, 2019
|
Notes to Consolidated Financial Statements
|
Schedule II—Valuation and Qualifying Accounts for the years ended March 31, 2019, 2018 and 2017
|
(a)(2)
|
Financial Statement Schedules
|
(b)
|
Exhibit Index
|
Exhibit No.
|
|
Description
|
2.1
|
|
Stock Purchase Agreement, dated April 25, 2014, by and among Medtech Products Inc., Insight Pharmaceuticals Corporation, SPC Partners IV, L.P. and the other seller parties thereto
(filed as Exhibit 2.5 to the Company's Annual Report on Form 10-K filed with the SEC on May 19, 2014).+
|
2.2
|
|
Agreement and Plan of Merger, dated as of December 21, 2016, by and among Medtech Products Inc., AETAGE LLC, C.B. Fleet TopCo, LLC and Gryphon Partners 3.5, L.P. (
filed as Exhibit 2.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on February 2, 2017
).+
|
3.1
|
|
Amended and Restated Certificate of Incorporation of Prestige Consumer Healthcare Inc. (
filed as Exhibit 3.1 to the Company's Form S-1/A filed with the SEC on February 8, 2005
).+
|
3.1.1
|
|
Amendment to Amended and Restated Certificate of Incorporation of Prestige Consumer Healthcare Inc. (
filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on August 2, 2018
).+
|
3.2
|
|
Amended and Restated Bylaws of Prestige Consumer Healthcare Inc. as amended, effective October 29, 2018 (
filed as Exhibit 3.2 to the Company's Quarterly Report on form 10-Q filed with the SEC on February 7, 2019
).+
|
3.3
|
|
Certificate of Designations of Series A Preferred Stock of Prestige Consumer Healthcare Inc. as filed with the Secretary of State of the State of Delaware on February 27, 2012 (
filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on February 28, 2012
).+
|
4.1
|
|
Form of stock certificate for common stock (
filed as Exhibit 4.1 to the Company's Form S-1/A filed with the SEC on January 26, 2005
).+
|
4.2
|
|
Indenture, dated as of December 17, 2013, among Prestige Brands, Inc., as issuer, the Company and certain subsidiaries, as guarantors, and U.S. Bank National Association, as Trustee with respect to 5.375% Senior Notes due 2021 (
filed as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on February 7, 2014
).+
|
4.3
|
|
Second Supplemental Indenture, dated December 17, 2013 by and among Prestige Brands, Inc. the guarantors party thereto from time to time and U.S. Bank National Association, as trustee (
filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 17, 2013
).+
|
4.4
|
|
Form of 5.375% Senior Note due 2021 (
filed as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on February 7, 2014
). +
|
4.5
|
|
Indenture, dated as of February 19, 2016, among Prestige Brands, Inc., as issuer, the Company and certain subsidiaries, as guarantors, and U.S. Bank National Association, as Trustee with respect to 6.375% Senior Notes due 2024 (
filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on February 19, 2016
). +
|
4.6
|
|
First Supplemental Indenture, dated as of April 4, 2016, among DenTek Holdings, Inc. and DenTek Oral Care, Inc., as guaranteeing subsidiaries, Prestige Brands, Inc. and U.S. Bank National Association, as Trustee with respect to the 6.375% Senior Notes due 2024 (
filed as Exhibit 4.6 to the Company’s Annual Report on Form 10-K filed with the SEC on May 17, 2016
). +
|
4.7
|
|
Third Supplemental Indenture, dated as of March 21, 2018, by and among Prestige Brands, Inc., as issuer, the Company and certain subsidiaries, as guarantors, and U.S. Bank National Association, as Trustee with respect to 6.375% Senior Notes due 2024 (
filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on March 21, 2018
). +
|
4.8
|
|
Form of 6.375% Senior Notes due 2024 (
filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on February 19, 2016
). +
|
4.9
|
|
|
10.1
|
|
$660,000,000 Term Loan Credit Agreement, dated as of January 31, 2012, among Prestige Brands Inc., the Company, and certain subsidiaries of the Company as guarantors, Citibank, N.A., Citigroup Global Markets Inc., Morgan Stanley Senior Funding, Inc. and RBC Capital Markets (
filed as Exhibit 10.3 to the Company's Annual Report on Form 10-K filed with the SEC on May 18, 2012
). +
|
10.2
|
|
Amendment No. 1, dated as of February 21, 2013, to the Term Loan Credit Agreement, dated as of January 31, 2012, among the Company, Prestige Brands, Inc., the other Guarantors from time to time party thereto, the lenders from time to time party thereto and Citibank, N.A. as administrative agent (
filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on February 25, 2013
). +
|
10.3
|
|
Amendment No. 2, dated as of September 3, 2014, to the Term Loan Credit Agreement, dated as of January 31, 2012, among the Company, Prestige Brands, Inc., the other Guarantors from time to time party thereto, the lenders from time to time party thereto and Citibank, N.A. as administrative agent (
filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on February 5, 2015
).+
|
10.4
|
|
Amendment No. 3, dated as of May 8, 2015, to the Term Loan Credit Agreement, dated as of January 31, 2012, among the Company, Prestige Brands, Inc., the other Guarantors from time to time party thereto, the lenders from time to time party thereto and Citibank, N.A. as administrative agent (
filed as Exhibit 10.6 to the Company's Annual Report on Form 10-K filed with the SEC on May 14, 2015
).+
|
10.5
|
|
Amendment No. 4, dated as of January 26, 2017, to the Term Loan Credit Agreement, dated as of January 31, 2012, among the Company, Prestige Brands, Inc., the other guarantors from time to time party thereto, the lenders from time to time party thereto and Barclays Bank PLC (as successor in interest to Citibank, N.A.), as administrative agent (
filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 31, 2017
). +
|
10.6
|
|
Amendment No. 5, dated as of March 21, 2018, to the Term Loan Credit Agreement, dated as of January 31, 2012, among the Company, Prestige Brands, Inc., the other guarantors from time to time party thereto, the lenders from time to time party thereto and Barclays Bank PLC (as successor in interest to Citibank, N.A.), as administrative agent (
filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 21, 2018
).+
|
10.7
|
|
Term Loan Security Agreement, dated as of January 31, 2012, among Prestige Brands Inc., the Company and certain subsidiaries of the Company as guarantors, Citibank N.A. and U.S. Bank National Association, as Trustee (
filed as Exhibit 10.4 to the Company's Annual Report on Form 10-K filed with the SEC on May 18, 2012
).+
|
10.8
|
|
$50,000,000 ABL Credit Agreement, dated as of January 31, 2012, Among Prestige Brands, Inc., the Company, certain subsidiaries of the Company as guarantors, Citibank, N.A., Citigroup Global Markets Inc., Morgan Stanley Senior Funding, Inc. and RBC Capital Markets filed (
filed as Exhibit 10.5 to the Company's Annual Report on Form 10-K filed with the SEC on May 18, 2012.
).+
|
10.9
|
|
Incremental Amendment, dated as of September 12, 2012, to the ABL Credit Agreement dated as of January 31, 2012 (
filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed with the SEC on November 7, 2012
).+
|
10.10
|
|
Amendment, dated as of June 11, 2013, to the ABL Credit Agreement dated as of January 31, 2012 (
filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 1, 2013
).+
|
10.11
|
|
Amendment No. 3, dated as of September 3, 2014, to the ABL Credit Agreement (as amended by that certain Incremental Amendment, dated as of September 12, 2012, and that certain Incremental Amendment, dated as of June 11, 2013), dated as of January 31, 2012, among the Company, Prestige Brands, Inc., the other Guarantors from time to time party thereto, the lenders from time to time party thereto and Citibank, N.A. as administrative agent, L/C issuer and swing line lender (
filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 3, 2014
). +
|
10.12
|
|
Amendment No. 4, dated as of June 9, 2015, to the ABL Credit Agreement (as amended by that certain Incremental Amendment, dated as of September 12, 2012, and that certain Incremental Amendment, dated as of June 11, 2013, and that certain Incremental Amendment dated as of September 3, 2014), dated as of January 31, 2012, among the Company, Prestige Brands, Inc., the other Guarantors from time to time party thereto, the lenders from time to time party thereto and Citibank, N.A. as administrative agent, L/C issuer and swing line lender (
filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2015
).+
|
10.13
|
|
Amendment No. 5, dated as of February 4, 2016, to the ABL Credit Agreement, originally dated as of January 31, 2012, among the Company, Prestige Brands, Inc., the other Guarantors from time to time party thereto, the lenders from time to time party thereto and Citibank, N.A. as administrative agent, L/C issuer and swing line lender (
filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on February 9, 2016
). +
|
10.14
|
|
Amendment No. 6, dated as of January 26, 2017, to the ABL Credit Agreement, originally dated as of January 31, 2012, among the Company, Prestige Brands, Inc., the other guarantors from time to time party thereto, the lenders from time to time party thereto and Citibank, N.A., as administrative agent, L/C issue and swing line lender (
filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 31, 2017
). +
|
10.15
|
|
Agreement of Lease between RA 660 White Plains Road LLC and Prestige Brands, Inc. (
filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed with the SEC on August 9, 2012
). +
|
10.16
|
|
Amendment to Agreement of Lease between RA 660 White Plains Road LLC and Prestige Brands, Inc. (
filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on August 7, 2014
). +
|
10.17
|
|
Letter Agreement, dated August 26, 2014, to Amendment to Agreement of Lease between RA 660 White Plains Road LLC and Prestige Brands, Inc. (
filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2014
).+
|
10.18
|
|
Second Amendment to Lease between GHP 660 LLC and Prestige Brands, Inc. (
filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on November 2, 2017
). +
|
10.19
|
|
Prestige Brands Holdings, Inc. 2005 Long-Term Equity Incentive Plan (
filed as Exhibit 10.38 to the Company’s Form S-1/A filed with the SEC on January 26, 2005
).+#
|
10.20
|
|
Form of Restricted Stock Grant Agreement (
filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on August 9, 2005
). +#
|
10.21
|
|
Form of Nonqualified Stock Option Agreement (
filed as Exhibit 10.20 to the Company's Annual Report on Form 10-K filed with the SEC on May 19, 2014
). +#
|
10.22
|
|
Form of Award Agreement for Restricted Stock Units (
filed as Exhibit 10.21 to the Company's Annual Report on Form 10-K filed with the SEC on May 19, 2014
). +#
|
10.23
|
|
Form of Nonqualified Stock Option Agreement for grants beginning Fiscal 2018 (
filed as Exhibit 10.30 to the Company's Annual Report on Form 10-K filed with the SEC on May 17, 2017
). +#
|
10.24
|
|
Form of Award Agreement for Restricted Stock Units for grants beginning Fiscal 2018 (
filed as Exhibit 10.31 to the Company's Annual Report on Form 10-K filed with the SEC on May 17, 2017
). +#
|
10.25
|
|
Form of Award Agreement for Performance Units for grants beginning Fiscal 2018 (
filed as Exhibit 10.32 to the Company's Annual Report on Form 10-K filed with the SEC on May 17, 2017
). +#
|
10.26
|
|
Form of Director Indemnification Agreement (
filed as Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed with the SEC on May 17, 2013
). +@
|
10.27
|
|
Form of Officer Indemnification Agreement (
filed as Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed with the SEC on May 17, 2013
). +@
|
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 the Company's Quarterly Report on Form 10-Q filed with the SEC 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 (
filed as Exhibit 10.29 to the Company's Annual Report on Form 10-K filed with the SEC on May 13, 2011
).+†
|
10.30
|
|
Transitional Manufacturing and Supply Agreement, dated January 31, 2012 between Medtech Products Inc. (“Medtech”) and GlaxoSmithKline Consumer Healthcare L.P. (“GSK”) (
filed as Exhibit 10.28 to the Company's Annual Report on Form 10-K filed with the SEC on May 18, 2012
).+†
|
10.31
|
|
Amendment No. 1 to Transitional Manufacturing and Supply Agreement, dated as of June 25, 2013 between GSK and Medtech (
filed as Exhibit 10.34 to the Company’s Annual Report on Form 10-K filed with the SEC on May 17, 2016
). +
|
10.32
|
|
Amendment No. 2 to Transitional Manufacturing and Supply Agreement, dated as of November 6, 2015, between GSK and Medtech (
filed as Exhibit 10.35 to the Company’s Annual Report on Form 10-K filed with the SEC on May 17, 2016
). +
|
10.33
|
|
Supply Agreement, dated as of July 1, 2012, among Medtech Products Inc. and Pharmacare Limited T/A Aspen Pharmacare (
filed as Exhibit 10.26 to the Company’s Annual Report on Form 10-K filed with the SEC on May 17, 2013
).+
|
10.34
|
|
Supply Agreement, dated as of November 16, 2012, among Medtech Products Inc. and BestSweet Inc. (
filed as Exhibit 10.27 to the Company’s Annual Report on Form 10-K filed with the SEC on May 17, 2013
).+
|
10.35
|
|
Amended and Restated Executive Severance Plan, adopted as of October 29, 2018 (
filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q on November 1, 2018
). +#
|
10.36
|
|
Asset Purchase Agreement, dated July 2, 2018, by and among KIK International LLC, Prestige Brands International, Inc., The Spic and Span Company, Medtech Holdings, Inc. (as guarantor only) and Prestige Brands Holdings, Inc. (
filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 2, 2018
).+
|
21.1
|
|
|
23.1
|
|
|
31.1
|
|
|
31.2
|
|
|
32.1
|
|
|
32.2
|
|
*
|
Filed herewith.
|
|
|
†
|
Certain confidential portions have been omitted pursuant to a confidential treatment request separately filed with the SEC.
|
|
|
+
|
Incorporated herein by reference.
|
|
|
@
|
Represents a management contract.
|
|
|
#
|
Represents a compensatory plan.
|
|
Prestige Consumer Healthcare Inc.
|
|
|
|
|
|
|
|
By:
|
/s/ Christine Sacco
|
|
|
Name:
|
Christine Sacco
|
|
|
Title:
|
Chief Financial Officer
|
|
|
Date:
|
May 13, 2019
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ RONALD M. LOMBARDI
|
|
Director, President
and Chief Executive Officer
|
|
May 13, 2019
|
Ronald M. Lombardi
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ CHRISTINE SACCO
|
|
Chief Financial Officer
|
|
May 13, 2019
|
Christine Sacco
|
|
(Principal Financial Officer and
|
|
|
|
|
Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ JOHN E. BYOM
|
|
Director
|
|
May 13, 2019
|
John E. Byom
|
|
|
|
|
|
|
|
|
|
/s/ GARY E. COSTLEY
|
|
Director
|
|
May 13, 2019
|
Gary E. Costley
|
|
|
|
|
|
|
|
|
|
/s/ SHEILA A. HOPKINS
|
|
Director
|
|
May 13, 2019
|
Sheila A. Hopkins
|
|
|
|
|
|
|
|
|
|
/s/ CARL J. JOHNSON
|
|
Director
|
|
May 13, 2019
|
Carl J. Johnson
|
|
|
|
|
|
|
|
|
|
/s/ JAMES M. JENNESS
|
|
Director
|
|
May 13, 2019
|
James M. Jenness
|
|
|
|
|
|
|
|
|
|
/s/ NATALE S. RICCIARDI
|
|
Director
|
|
May 13, 2019
|
Natale S. Ricciardi
|
|
|
|
|
Name_________________________
|
Jurisdiction of Incorporated/Organization
|
Blacksmith Brands, Inc.
|
Delaware
|
C.B. Fleet TopCo, LLC
|
Delaware
|
C.B. Fleet HoldCo, LLC
|
Delaware
|
C.B. Fleet, LLC
|
Delaware
|
C.B. Fleet Company, Incorporated
|
Virginia
|
C.B. Fleet Investment Corporation
|
Delaware
|
C.B. Fleet, International, Inc.
|
Virginia
|
C.B. Fleet Holding Company, Incorporated
|
Virginia
|
C.B. Fleet International(s) Pte. Ltd
|
Singapore
|
C.B. Fleet Company (Aust) Pty. Ltd
|
Australia
|
Care Acquisition Company Pty Limited
|
Australia
|
Care Pharmaceuticals Pty Limited
|
Australia
|
Cellegy Australia Pty
|
Australia
|
Clear Eyes Pharma Limited
|
England and Wales
|
DenTek Holdings, Inc.
|
Delaware
|
DenTek Oral Care, Inc.
|
Tennessee
|
DenTek Oral Care Limited
|
England and Wales
|
Insight Pharmaceuticals Corporation
|
Delaware
|
Insight Pharmaceuticals LLC
|
Delaware
|
Medtech Holdings, Inc.
|
Delaware
|
Medtech Online Inc.
|
Delaware
|
Medtech Personal Products Corporation
|
Delaware
|
Medtech Products Inc.
|
Delaware
|
PBH Australia Holdings Company Pty Limited
|
Australia
|
Peaks HBC Company, Inc.
|
Virginia
|
Practical Health Products, Inc
|
Delaware
|
Prestige Brands Holdings, Inc.
|
Virginia
|
Prestige Brands, Inc.
|
Delaware
|
Prestige Brands Gmbh
|
Germany
|
Prestige Brands International, Inc.
|
Virginia
|
Prestige Brands (UK) Limited
|
England and Wales
|
Prestige Services Corp.
|
Delaware
|
The Spic and Span Company
|
Delaware
|
Wartner USA B.V.
|
Netherlands
|
1.
|
I have reviewed this Annual Report on Form 10-K of Prestige Consumer Healthcare 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 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-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, 2019
|
/s/ Ronald M. Lombardi
|
|
|
Ronald M. Lombardi
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of Prestige Consumer Healthcare 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 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-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)
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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.
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Date:
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May 13, 2019
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/s/ Christine Sacco
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Christine Sacco
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|
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Chief Financial Officer
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|
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/s/
Ronald M. Lombardi
|
|
|
|
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Name:
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Ronald M. Lombardi
|
|
|
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Title:
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Chief Executive Officer
|
|
|
|
Date:
|
May 13, 2019
|
|
|
|
/s/
Christine Sacco
|
|
|
|
|
Name:
|
Christine Sacco
|
|
|
|
Title:
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Chief Financial Officer
|
|
|
|
Date:
|
May 13, 2019
|
|