8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): February 27, 2006

PRESTIGE BRANDS HOLDINGS, INC.

Delaware	001-32433	20-1297589
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

90 North Broadway, Irvington, New York 10533

(Address of Principal executive offices, including Zip Code)

(914) 524-6810

(Registrant’s telephone number, including area code)

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR.13e-4(c))

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Item 7.01. Regulation FD Disclosure.

On February 27, 2006, Prestige Brands Holdings, Inc. gave a power point presentation to investors, a copy of which is furnished as Exhibit 99 to this Current Report on Form 8-K, which by this reference is incorporated herein as if copied verbatim.

Item 9.01. Financial Statements and Exhibits.

(a)Financial Statements. None

(b)Pro Forma Financial Information. None

(c)Exhibits.

99Power Point presentation dated February 27, 2006 (furnished).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 27, 2006		PRESTIGE BRANDS HOLDINGS, INC.
	By:	/s/ Charles N. Jolly
	Name:	Charles N. Jolly
	Title:	General Counsel

 3

EX-99

Holdings Inc.

NYSE:  PBH

 

Welcome

Forward Looking Statement

Statements in this presentation which are not historical facts,
including, without limitation, reporting financial guidance
for fiscal 2006 and fiscal 2007, are forward-looking statements within
the meaning of the Securities Litigation Reform Act of 1995. 

These forward-looking statements involve risks, uncertainties and
assumptions that could cause actual outcomes and results to differ
materially from those stated or projected.

Business Overview

Operating Model

Financial Performance

Growth Opportunities

3

•

Competes in OTC, household and personal care segments

•

Uniquely strong and diversified brand portfolio with many brands having #1 or #2 market positions

•

Focus on smaller, less competitive “niche” categories and segments

•

Marketing and sales driven with particular focus on line and brand extensions

•

USA and Canada Concentration

•

Ability to make strategic acquisitions each year

•

Lean organization with emphasis on experience

•

Focus on core competencies; marketing, product development and customer relationships

•

Outsourced manufacturing, distribution and R&D

•

High margins with virtually no Capex

•

Organic growth of 5.5% annually since Fiscal 2002

•

EBITDA margin of over 35%, with high conversion to cash flow

•

15-year amortization tax shield reduces cash taxes by approximately $9 million per year

•

Free-cash-per-share higher than EPS

•

Organic growth driven by product innovation and line/category extensions

•

Extensions of brands internationally via new distribution and licensing

•

Robust pipeline of acquisitions

Operating
Model

Business
Overview

Financial
Performance

Growth
Opportunities

Company Overview

Business Overview

Operating Model

Financial Performance

Growth Opportunities

4

(1)

Rankings based on brand’s primary category

(2)

Based on IRI Dollar sales, adjusted for Wal-Mart and Dollar/club store sales

OTC

PC

Household

Copper
Scrubber

Our Strong Portfolio of Brands

Business Overview

Operating Model

Financial Performance

Growth Opportunities

5

Latest 12 Months Net Sales: $294mm

(a)

Other brands include: Cutex, Denorex, Prell, Oxipor, Cloverine, Kerodex, Heet, Momentum, Percogesic, Outgro, Freezone, Mosco, Compoz, EZO, Zincon, and Private Label.

    Note:   Brand %’s are pro forma assuming full year sales of Chore Boy and The Doctor’s.  Segment %’s are

               based on reported sales.

Diversified Sales

Business Overview

Operating Model

Financial Performance

Growth Opportunities

6

Sales By Channel, Nine Months Ended 12/31/05

Top 10 Customers

Focus on Fastest Growing Channels
and Customers

Business Overview

Operating Model

Financial Performance

Growth Opportunities

7

Year

Brand Acquired

Revenue at Acquisition

1999	$8.0
2000	$40.0
2001	$25.0
2001	$85.0
2002	$51.0
2002	$15.0
2004	$17.0
2005	$14.0
2005	$13.0

($ in millions)

Proven Ability to Acquire

Business Overview

Operating Model

Financial Performance

Growth Opportunities

8

Core Brand

Extension

Freeze Off, Invisible Strips

Strips, Pocket Pal

Clear Eyes Dry Eyes, Triple Action

Redness, Homeopathic (eye & ear)

Twister, Essential Care Pads

Scar Therapy

Comet Cream, Lavender Powder

Sprays, Lavender

Colic

Poison Ivy Treatment

Proven Ability to Grow by Brand Extension

Business Overview

Operating Model

Financial Performance

Growth Opportunities

9

Brand Investment as % of Net Sales ⁽¹⁾

LTM 12/31/05 Marketing Spend

(1)

Reported net sales for the twelve months ending 3/31/05 and 12/31/2005.

Investment in Brand Equity

Business Overview

Operating Model

Financial Performance

Growth Opportunities

10

Unique Operating Model

•   Hands-on senior management with 25+ years experience per manager; middle

       management also deeply experienced

•   Manufacturing done by large, experienced 3rd parties – P&G, Abbott, Amway, Vijon,

       Humco.

§

Competitive industry insures cost efficiency and backup

§

Cost variable with sales

•   Distribution done by 3rd party at dedicated facility

§

Also variable with sales

•   R&D done by current and prospective contract manufacturer

§

Usually on “spec” as new business effort

§

Focused and directed by Prestige Management

•   Established platform enables efficient integration of acquisitions with minimal

       incremental cost

§

Reduces total G&A as % of sales

§

Sales brokerage efficiency

Business Overview

Operating Model

Financial Performance

Growth Opportunities

11

Industry Leading Margins and
Capital Efficiency

Note: Prestige as of 12/31/05 and pro forma EBITDA and Free Cash Flow.
All other companies are as per most recent annual report filings.

Business Overview

Operating Model

Financial Performance

Growth Opportunities

12

(1)  Assumes acquisitions of Medtech and Denorex (predecessor companies), Bonita Bay and

      Spic and Span occurred as of 4/1/2001.  Bonita Bay and Spic and Span net  sales represent

      previous calendar year results for FY02 through FY03.

Pro forma Results Through December 2005

Net Sales  ⁽¹⁾

($ in millions)

Strong and Consistent Historical
Top Line Growth

Business Overview

Operating Model

Financial Performance

Growth Opportunities

13

($ in millions)

8%

11%

-1%

4%

Net Sales ⁽¹⁾

(1)  Assumes acquisitions of Medtech and Denorex (predecessor companies), Bonita Bay and

      Spic and Span occurred as of 4/1/2001.  Bonita Bay and Spic and Span net  sales represent

      previous calendar year results for FY02 through FY03.

Pro forma Results Through December 2005

Strong Organic Growth

Business Overview

Operating Model

Financial Performance

Growth Opportunities

14

Capitalization

Flexible Capital Structure

Business Overview

Operating Model

Financial Performance

Growth Opportunities

15

•

Asset acquisitions created $529.5mm deductible tax asset

§

Amortizable over 15 years

PF LTM 12/05

                       $   36.6                                               Book Pre-Tax Income

                            15.6                                               Book Provision for Income Taxes

                            20.9                                               Book Net Income

                            30.1                     

                            +9.2                                               Cash Tax Shield from Incremental Tax Amortization

                         “Cash Net Income”

Cash Taxes Substantially Below Book Taxes

Business Overview

Operating Model

Financial Performance

Growth Opportunities

16

FY 2005

TTM

12/31/2005

($ in millions)

Cash Flows Higher Than Basic Net Income

Business Overview

Operating Model

Financial Performance

Growth Opportunities

17

Current Examples

Comet Cream

Murine
Homeopathic

Compound W
Foot Care Kit

Little Remedies
Colic + New Kit

Organic Growth Driven by
Product Innovation

Business Overview

Operating Model

Financial Performance

Growth Opportunities

18

Canada

Other International

•

New items in existing geography

•

New geographies

•

Licensing

International

Business Overview

Operating Model

Financial Performance

Growth Opportunities

19

 Existing Market                                       New Market

USA,
Canada

Venezuela

Central
America

South Africa

Australia

Malaysia

Saudi Arabia

Lebanon

United
Kingdom

Mexico

Singapore

Central
Eastern
Europe and
Middle East
and Africa

New Geographies

Business Overview

Operating Model

Financial Performance

Growth Opportunities

20

Acquisition Criteria

•   OTC or household categories – bias towards OTC

•   Must be growable

•   Accretive in year 1

•   National distribution

•   Consumer awareness

•   Revenues $15m -$100m

•   Valuation based on pro-forma trailing numbers

§

Pro-forma reflects synergies, proper A&P levels, etc

Business Overview

Operating Model

Financial Performance

Growth Opportunities

21

Business Model and Outlook

•   Long Term Business Outlook

§

Continued organic revenue growth from:

•

Market share gains

•

Line extension and new category expansion

•

Geographic expansion

§

Modest operating margin improvement

§

De-leveraging

§

Strategic Acquisitions

Business Overview

Operating Model

Financial Performance

Growth Opportunities

22

What Does This Mean for the March 2006 Quarter?

•   We expect to post a mid-single digit revenue increase

     with both net income and EPS growing more rapidly

•   We expect free cash flow higher than reported net book

     income

Business Overview

Operating Model

Financial Performance

Growth Opportunities

23

Looking Ahead to FY ’07

•   We expect total revenues to grow in the high single

     digits, with organic growth contributing to that overall

     performance

•   We expect net income growth in excess of revenue

     growth as a result of deleveraging and modest operating

     profit margin improvement

•   We expect FCF to be better than reported net income

•   We expect acquisitions will be incremental to that outlook

•   In short, we expect a better and more stable year

Holdings Inc.

NYSE:  PBH

THANK YOU