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):   November 5, 2009

PRESTIGE BRANDS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-32433	20-1297589
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

90 North Broadway, Irvington, New York 10533

(Address of principal executive offices, including Zip Code)

 (914) 524-6810

(Registrant’s telephone number, including area code)

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

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

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

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

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On November 5, 2009, Prestige Brands Holdings, Inc. (the ‘‘Registrant’’) announced financial results for the fiscal quarter and six months ended September 30, 2009.  A copy of the press release announcing the Registrant’s earnings results for the fiscal quarter and six months ended September 30, 2009 is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed to be ‘‘filed’’ for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Registrant specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 7.01.  Regulation FD Disclosure.

The information set forth in Item 2.02 above is incorporated by reference as if fully set forth herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

See Exhibit Index immediately following the signature page.

SIGNATURES

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

Dated:  November 5, 2009	PRESTIGE BRANDS HOLDINGS, INC.
	By:	/s/ Peter J. Anderson
		Name: Peter J. Anderson
		Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description
99.1	Press Release dated November 5, 2009 announcing the Registrant’s financial results for the fiscal quarter and six months ended September 30, 2009 (furnished only).

EX-99.1

EXHIBIT 99.1

PRESTIGE BRANDS HOLDINGS, INC. REPORTS SECOND QUARTER

 & SIX MONTHS FISCAL 2010 RESULTS

For the Quarter, EPS of $0.20 vs. $0.17; Net Income Up 16%; $23 million of Debt Pay Down

Irvington, NY, November 5, 2009—Prestige Brands Holdings, Inc. today announced results for the second quarter and first half of fiscal year 2010, which ended on September 30, 2009.

Net revenues from continuing operations for the second fiscal quarter were $84.2 million, 2% below the prior year’s comparable quarter net revenues from continuing operations of $85.5 million.  The reported results reflect the recent divestitures of Denorex®, Prell® and Zincon® shampoo brands from the Company’s Personal Care segment, which the Company announced on October 28, 2009.  The revenues and results from these three brands are classified as discontinued operations.  The results of the second quarter reflect revenue increases for the Over-the-Counter Healthcare segment and the Personal Care segment, offset by revenue declines in the Household Cleaning Products segment.

Operating income from continuing operations for the second fiscal quarter was $21.2 million, $1.3 million greater than year ago operating income from continuing operations of $19.9 million.  The increase in operating income from continuing operations was a result of a 28% decrease in advertising and promotional (A&P) expenditures compared to the last fiscal year, primarily due to decreased spending on Allergen Block products compared to introductory spending levels last year. Partially offsetting the decrease in A&P expenditures was a 12% increase in G&A expenses which was due to $2.5 million of expenses related to a reduction in force and the organizational changes. The Company currently anticipates annualized savings of approximately $2 million as a result of the reduction in force.

Income from continuing operations for the second fiscal quarter was $9.7 million, or 19% higher than the prior year comparable period’s results.

Total net income for the second quarter, including that related to the discontinued operations, was $9.9 million, $1.4 million or 16% greater than the prior year comparable period results of $8.5 million.

Earnings per share from continuing operations were $0.20 compared to $0.17 in the prior fiscal year.

Commentary

“Overall we are pleased with the results of the second quarter and remain cautiously optimistic for the balance of the year,” said Matthew Mannelly, President and CEO.  “Based on our brands’ strength in the categories in which we compete, combined with the passion and experience of our team, we believe we are well positioned for future growth as the economy strengthens” he said.

First Half of Fiscal 2010

Net revenues from continuing operations for the first six months of fiscal 2010 were $155.2 million, a decrease of 0.9% from the prior year’s comparable period’s results of $156.5 million. Income from continuing operations was $17.7 million, an increase of 14%, compared to $15.5 million in the comparable period.  Total net income of $18.2 million, or $0.36 per share, including that related to the discontinued operations, was 12% higher than the comparable period’s results of $16.3 million, or $0.33 per share.

Free Cash Flow and Debt Repayment

Free cash flow is a “non-GAAP” financial measure as that term is defined by the Securities and Exchange Commission in Regulation G. Free cash flow is presented in this news release because management believes it is a commonly used measure of liquidity, and indicative of

cash available for debt repayment and acquisitions. The Company defines “free cash flow” as operating cash flow from continuing operations less capital expenditures.

The Company’s free cash flow for the second quarter ended September 30, 2009 was $21.7 million, an increase of 2% over the prior year’s comparable quarter. Free cash flow is composed of operating cash flow from continuing operation of $21.8 million less capital expenditures of $100,000. This compares to the prior year comparable quarter’s free cash flow of $21.2 million, composed of operating cash flow from continuing operations of $21.2 million less capital expenditures of $48,000.  The increase was primarily due to the increase in net income from continuing operations.

The Company’s continued strong cash flow resulted in debt repayments of $23.0 million on its term loan during the second quarter. Total debt was reduced to $338.3 million at September 30, 2009. Following the divestitures of the three shampoo brands on October 28, 2009, the Company paid down an additional $8 million on its term loan with the proceeds of the sale.

Second Quarter Results by Segment

Net revenues for the OTC Healthcare segment were $51.4 million, 2% higher than the prior year comparable period. Increased sales of Chloraseptic®, Clear Eyes®, Compound W®, Little Remedies®, New Skin® and The Doctor’s® brands, led to the increase in revenues for this segment. Partially offsetting these increases were revenue declines for the Allergen Block products and the Wartner® brand.

Net revenues for the Household Cleaning products segment were $29.0 million, 10% lower than the prior year comparable period. Comet®, Spic and Span® and Chore Boy® brands all experienced sales declines during the quarter.

Net revenues from continuing operations for the Personal Care segment were $3.8 million, 24% greater than the prior year comparable period. The revenue increase was primarily due to sales increases on the Cutex® line of nail polish removers.

Conference Call

The Company will host a conference call to review its second quarter and six month results on Thursday, November 5, 2009 at 8:30am EST. The toll free dial-in numbers are 1-800-706-7749 within North America and 1-617-614-3474 outside of North America. The conference passcode is “prestige”. Telephonic replays will be available for two weeks following the completion of the call and can be accessed at 1-888-286-8010 within North America and at 617-801-6888 outside North America. The passcode is 28607458.

About Prestige Brands Holdings, Inc.

The Company markets and distributes brand name over-the-counter healthcare, personal care and household cleaning products throughout the U.S., Canada and certain international markets. Key brands include Chloraseptic®, Compound W®, Clear Eyes®, Murine®, New-Skin®, Little Remedies®, The Doctor’s® NightGuard™, Cutex®, Comet®, Spic and Span®, and other well-known brands.

Forward-Looking Statements

This news release contains “forward-looking statements” within the meaning of the federal securities laws and is intended to qualify for the Safe Harbor from liability established by the Private Securities Litigation Reform Act of 1995. “Forward-looking statements” generally can be identified by the use of forward-looking terminology such as “assumptions,” “target”, “guidance”, “outlook”, “plans”, “projection”, “may”, “will, “would, “expect”, “intend”, “estimate”, “anticipate”,” believe”, “potential”, “continue” (or the negative or other derivatives of each of these terms) or similar terminology.  The “forward-looking statements” include, without limitation, statements regarding the outlook for the Company’s market and the demand for its products, future revenues, future debt retirement and our ability to manage costs and expenses, including those associated with interest rate risk. These projections and statements are based on management’s estimates and assumptions with respect to future events and financial performance and are believed to be reasonable, though are inherently uncertain and difficult to predict. Actual results could differ materially from those projected as a result of certain factors. A discussion of factors that could cause actual results to vary is

included in the Company’s Annual Report on Form 10-K and other periodic reports filed with the Securities and Exchange Commission.

Contact: Dean Siegal

914-524-6819

Prestige Brands Holdings, Inc.

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended September 30					Six Months Ended September 30
(In thousands, except share data)	2009		2008			2009		2008
Revenues
Net sales	$	83,737	$	84,858		$	154,133	$	155,237
Other revenues		444		682			1,060		1,300
Total revenues		84,181		85,540			155,193		156,537
Cost of Sales
Cost of sales		39,847		40,402			73,029		73,309
Gross profit		44,334		45,138			82,164		83,228
Operating Expenses
Advertising and promotion		9,782		13,543			18,547		20,780
General and administrative		10,481		9,363			18,675		17,336
Depreciation and amortization		2,841		2,308			5,186		4,615
Total operating expenses		23,104		25,214			42,408		42,731
Operating income		21,230		19,924			39,756		40,497
Other (income) expense
Interest income		-		(56	)		-		(129	)
Interest expense		5,642		6,835			11,295		15,591
Total other (income) expense		5,642		6,779			11,295		15,462
Income from continuing operations before income taxes		15,588		13,145			28,461		25,035
Provision for income taxes		5,908		4,982			10,787		9,488
Income from continuing operations		9,680		8,163			17,674		15,547
Discontinued Operations
Income from operations of assets held for sale, net of income tax		243		359			574		756
Net income	$	9,923	$	8,522		$	18,248	$	16,303
Basic earnings per share:
Income from continuing operations	$	0.19	$	0.16		$	0.35	$	0.31
Net income	$	0.20	$	0.17		$	0.36	$	0.33
Diluted earnings per share:
Income from continuing operations	$	0.19	$	0.16		$	0.35	$	0.31
Net income	$	0.20	$	0.17		$	0.36	$	0.33

Weighted average shares outstanding:
Basic	50,012	49,924	49,997	49,902
Diluted	50,055	50,037	50,080	50,036

Prestige Brands Holdings, Inc.

Consolidated Balance Sheets

(Unaudited)

(In thousands)
Assets	September 30, 2009			March 31, 2009
Current assets
Cash and cash equivalents	$	34,829		$	35,181
Accounts receivable		39,152			36,025
Inventories		24,955			25,939
Deferred income tax assets		5,362			4,022
Prepaid expenses and other current assets		2,460			1,358
Inventories of operations held for sale		1,535			1,038
Total current assets		108,293			103,563
Property and equipment		1,291			1,367
Goodwill		114,240			114,240
Intangible assets		564,259			569,137
Other long-term assets		3,646			4,602
Intangible assets of operations held for sale		7,574			8,472
Total Assets	$	799,303		$	801,381
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	21,444		$	15,898
Accrued interest payable		5,360			5,371
Other accrued liabilities		17,951			9,407
Current portion of long-term debt		3,550			3,550
Total current liabilities		48,305			34,226
Long-term debt		334,787			374,787
Deferred income tax liabilities		103,231			97,983
Total Liabilities		486,323			506,996
Stockholders’ Equity
Preferred stock - $0.01 par value
Authorized - 5,000 shares
Issued and outstanding - None
Common stock - $0.01 par value
Authorized - 250,000 shares
Issued - 50,154 shares at September 30, 2009 and 50,060 shares         at March 31, 2009		502			501
Additional paid-in capital		382,790			382,803
Treasury stock, at cost - 124 shares at September 30, 2009    and March 31, 2009		(63	)		(63	)
Accumulated other comprehensive loss		(975	)		(1,334	)
Retained deficit		(69,274	)		(87,522	)
Total stockholders’ equity		312,980			294,385
Total Liabilities and Stockholders’ Equity	$	799,303		$	801,381

Prestige Brands Holdings, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

	Six Months Ended September 30
(In thousands)	2009			2008
Operating Activities
Net income	$	18,248		$	16,303
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		6,084			5,513
Deferred income taxes		3,687			5,042
Amortization of deferred financing costs		956			1,159
Stock-based compensation		848			1,577
Changes in operating assets and liabilities
Accounts receivable		(3,127	)		1,725
Inventories		984			4,011
Inventories held for sale		(497	)		313
Prepaid expenses and other current assets		(1,102	)		(828	)
Accounts payable		5,546			(1,582	)
Accrued liabilities		8,253			3,443
Net cash provided by operating activities		39,880			36,676
Investing Activities
Purchases of equipment		(232	)		(109	)
Business acquisition purchase price adjustments		-			(4,000	)
Net cash used for investing activities		(232	)		(4,109	)
Financing Activities
Repayment of long-term debt		(40,000	)		(26,000	)
Purchase of common stock for treasury		-			(15	)
Net cash used for financing activities		(40,000	)		(26,015	)
Increase (Decrease) in cash		(352	)		6,552
Cash - beginning of period		35,181			6,078
Cash - end of period	$	34,829		$	12,630
Interest paid	$	10,350		$	14,775
Income taxes paid	$	6,307		$	4,761

	Three Months Ended September 30, 2009
	Over-the-Counter		Household		Personal
	Healthcare		Cleaning		Care		Consolidated
(In thousands)
Net sales	$	51,368	$	28,602	$	3,767	$	83,737
Other revenues		9		411		24		444
Total revenues		51,377		29,013		3,791		84,181
Cost of sales		19,217		18,483		2,147		39,847
Gross profit		32,160		10,530		1,644		44,334
Advertising and promotion		7,378		2,285		119		9,782
Contribution margin	$	24,782	$	8,245	$	1,525		34,552
Other operating expenses								13,322
Operating income								21,230
Other (income) expense								5,642
Provision for income taxes								5,908
Income from continuing operations								9,680
Income from discontinued operations (assets held for sale), net of income tax								243
Net income							$	9,923

	Six Months Ended September 30, 2009
	Over-the-Counter		Household		Personal
	Healthcare		Cleaning		Care		Consolidated
(In thousands)
Net sales	$	91,640	$	55,443	$	7,050	$	154,133
Other revenues		20		1,017		23		1,060
Total revenues		91,660		56,460		7,073		155,193
Cost of sales		32,745		36,284		4,000		73,029
Gross profit		58,915		20,176		3,073		82,164
Advertising and promotion		14,118		4,204		225		18,547
Contribution margin	$	44,797	$	15,972	$	2,848		63,617
Other operating expenses								23,861
Operating income								39,756
Other (income) expense								11,295
Provision for income taxes								10,787
Income from continuing operations								17,674
Income from discontinued operations (assets held for sale), net of income tax								574
Net income							$	18,248

	Three Months Ended September 30, 2008
	Over-the-Counter		Household		Personal
	Healthcare		Cleaning		Care		Consolidated
(In thousands)
Net sales	$	50,318	$	31,482	$	3,058	$	84,858
Other revenues		24		658		--		682
Total revenues		50,342		32,140		3,058		85,540
Cost of sales		17,567		20,937		1,898		40,402
Gross profit		32,775		11,203		1,160		45,138
Advertising and promotion		10,654		2,731		158		13,543
Contribution margin	$	22,121	$	8,472	$	1,002		31,595
Other operating expenses								11,671
Operating income								19,924
Other (income) expense								6,779
Provision for income taxes								4,982
Income from continuing operations								8,163
Income from discontinued operations (assets held for sale), net of income tax								359
Net income							$	8,522

	Six Months Ended September 30, 2008
	Over-the-Counter		Household		Personal
	Healthcare		Cleaning		Care		Consolidated
(In thousands)
Net sales	$	89,564	$	59,886	$	5,787	$	155,237
Other revenues		24		1,276		--		1,300
Total revenues		89,588		61,162		5,787		156,537
Cost of sales		30,775		38,860		3,674		73,309
Gross profit		58,813		22,302		2,113		83,228
Advertising and promotion		15,691		4,801		288		20,780
Contribution margin	$	43,122	$	17,501	$	1,825		62,448
Other operating expenses								21,951
Operating income								40,497
Other (income) expense								15,462
Provision for income taxes								9,488
Income from continuing operations								15,547
Income from discontinued operations (assets held for sale), net of income tax								756
Net income							$	16,303