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 5, 2010

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 February 5, 2010, the Registrant announced financial results for the fiscal quarter and nine months ended December 31, 2009.  A copy of the press release announcing the Registrant’s earnings results for the fiscal quarter and nine months ended December 31, 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, or otherwise subject to the liabilities of that section, unless the Registrant specifically states that the information is to be considered “filed” under the Securities Exchange Act of 1934 or incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934.

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: February 5, 2010   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 February 5, 2010 announcing the Registrant’s financial results for the fiscal quarter and nine months ended December 31, 2009 (furnished only).

EX-99.1

EXHIBIT 99.1

Prestige Brands Holdings, Inc. Reports Fiscal 2010 Third Quarter & Nine Month Results

Q3 Earnings per Share From Continuing Operations $0.21 vs. $0.15 Last Year; Revenues Slightly Down

Irvington, NY, February 5, 2010—Prestige Brands Holdings, Inc. (NYSE-PBH) today announced results for the third fiscal quarter and nine months ending December 31, 2009.

Third Quarter

Net revenues from continuing operations for the third fiscal quarter ended December 31, 2009 were $75.4 million, $2.6 million or 3% below last year’s results of $78.0 million. Revenues of the divested Denorex®, Prell® and Zincon® shampoo brands in October, 2009, are reflected in discontinued operations for both the current year and the prior year comparable period.

Operating income for the third fiscal quarter was $23.7 million, $4.2 million or 22% greater than last year’s operating income of $19.5 million.  The increase in operating income resulted from decreases in advertising and promotional (A&P) expenditures when compared to the higher levels during the prior year comparable period that were related to last year’s introductory spending levels to support Allergen Block products, and general and administrative (G&A) expenses.  The reduction in G&A expense when compared to the prior year comparable period was primarily due to decreased legal, salary expenses and currency valuation expenses.

Net income from continuing operations for the third quarter ended December 31, 2009 was $10.3 million, $2.6 million or 34% greater than last year’s net income from continuing operations of $7.7 million.  Earnings per share from continuing operations were $0.21 compared to $0.15 in the prior year comparable period.

Commenting on the results of the quarter, Matthew Mannelly, President and CEO said, “We are pleased with our improved profitability and continue to work to drive revenue in this challenging economy.  We are increasing our focus on supporting our core brands.  

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This quarter, we are particularly pleased with the performance on our core brands, Chloraseptic®, Little Remedies®, Clear Eyes® and New-Skin®,” he said.

Results by Segment

Over-The-Counter (OTC) Healthcare Products

Net revenues for the OTC segment in the fiscal third quarter were $46.2 million, $1.4 million or 3% below the prior year comparable period. Increases in sales of the Chloraseptic®, Clear Eyes® and Little Remedies® brands were offset by declines in the two Allergen Block products and the Murine® Ear line.

Household Products

Net revenues for the household products segment in the third fiscal quarter were $27.3 million, $900 thousand, or 3% less than last year. Sales increases on the Spic and Span® and Chore Boy® lines were offset by a decline for Comet®.

Personal Care Products

From this quarter forward, the results of this segment will exclude sales from the three shampoo brands divested in October, 2009, which are now reflected in discontinued operations.  Net revenues from continuing operations for this segment were $2.0 million, $200 thousand or 10% below the prior year comparable period. The decline was primarily due to decreased sales of Cutex®.

Year-To-Date Results

For the nine month period ending December 31, 2009, total revenues from continuing operations were $230.6 million, 2% lower than the prior period results of $234.5 million. Operating income from continuing operations of $63.5 million was 6% greater than the prior year comparable results of $60.0 million, largely as a result of reduced advertising and promotion expenses when compared with the prior year period. Net income from continuing operations for the nine month period was $28.0 million, an increase of $4.7 million over the prior year comparable period’s results of $23.3 million.

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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. We view “free cash flow” as an important measure because it is an indicator of cash available for debt repayment and to fund acquisitions. We define “free cash flow” as operating cash flow less capital expenditures.

The Company’s free cash flow for the third quarter was $10.4 million, compared to $16.4 million in the prior year comparable quarter.  The decrease in free cash flow is primarily a result of an increase in working capital partially offset by an increase in deferred income taxes.  Free cash flow is comprised of operating cash flow of $10.6 million less capital expenditures of $170,000. This compares to the prior year comparable quarter’s operating cash flow of $16.7 million, less capital expenditures of $288,000. The free cash flow generated during the quarter ended December 31, 2009 combined with the funds generated from the divestiture of the three shampoo brands during the quarter allowed us to pay down $19.0 million on our term loan during the quarter. At December 31, 2009, total debt was reduced to $319.3 million.

Conference Call

The Company will host a conference call to review its third quarter fiscal 2010 results on Friday, February 5, 2010 at 8:30am (EST). The toll free dial-in number is 866-277-1181. International callers may dial 617-597-5358. The conference pass code is “prestige”. We will have a live internet webcast of the call, as well as an archived replay which can be accessed from the Investor Relations page of www.prestigebrandsinc.com. The archived replay will be available for two weeks following completion of the call. The dial-in numbers are 888-286-8010 (domestic) and 617-801-6888 (international). The pass code for the replay only is 65721192.

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About Prestige Brands Holdings, Inc.

Located in Irvington, NY, Prestige Brands Holdings, Inc. is a marketer and distributor of brand name over-the-counter healthcare products, household products and personal care products sold throughout the U.S., Canada, and certain international markets. Key brands include Chloraseptic® sore throat treatment, Compound W® wart remover, New-Skin® liquid bandage, Clear Eyes® and Murine® eye and ear care products, Little Remedies® pediatric over-the-counter products, Cutex® nail polish remover, Comet® and Spic and Span® household cleaners, and other well-known brands.

Forward-Looking Statements

Note: This news release contains “forward-looking statements” within the meaning of the federal securities laws and is intended to qualify for the Safe Harbor from liability established by the Private Securities Litigation Reform Act of 1995. “Forward-looking statements” generally can be identified by the use of forward-looking terminology such as “assumptions,” “target,” “guidance,” “outlook,” “plans,” “projection,” “may,” “will,” “would,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “potential,” or “continue (or the negative or other derivatives of each of these terms or similar terminology). The “forward-looking statements” include, without limitation, statements regarding the economic outlook for the Company and the demand for its products and future cash flows from operations. These 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 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

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Prestige Brands Holdings, Inc.

Consolidated Statements of Operations (Unaudited)

	Three Months Ended December 31					Nine Months Ended December 31
(In thousands, except share data)	2009		2008			2009		2008
Revenues
Net sales	$	74,997	$	77,345		$	229,130	$	232,582
Other revenues		451		621			1,511		1,921
Total revenues		75,448		77,966			230,641		234,503
Cost of Sales
Cost of sales		35,641		36,480			108,670		109,789
Gross profit		39,807		41,486			121,971		124,714
Operating Expenses
Advertising and promotion		6,099		11,349			24,645		32,129
General and administrative		7,411		8,311			26,088		25,647
Depreciation and amortization		2,596		2,311			7,781		6,926
Total operating expenses		16,106		21,971			58,514		64,702
Operating income		23,701		19,515			63,457		60,012
Other (income) expense
Interest income		-		(14	)		-		(143	)
Interest expense		5,558		7,065			16,853		22,656
Total other expense		5,558		7,051			16,853		22,513
Income from continuing operations before income taxes		18,143		12,464			46,604		37,499
Provision for income taxes		7,807		4,724			18,594		14,212
Income from continuing operations		10,336		7,740			28,010		23,287
Discontinued Operations
Income from discontinued operations, net of income tax		87		278			661		1,034
Gain on sale of discontinued operations, net of income tax		157		-			157		-
Net income	$	10,580	$	8,018		$	28,828	$	24,321
Basic earnings per share:
Income from continuing operations	$	0.21	$	0.15		$	0.56	$	0.47
Net income	$	0.21	$	0.16		$	0.58	$	0.49
Diluted earnings per share:
Income from continuing operations	$	0.21	$	0.15		$	0.56	$	0.47
Net income	$	0.21	$	0.16		$	0.58	$	0.49
Weighted average shares outstanding:
Basic		50,030		49,960			50,008		49,921
Diluted		50,074		50,040			50,078		50,038

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Prestige Brands Holdings, Inc.

Consolidated Balance Sheets (Unaudited)

(In thousands) Assets	December 31,  2009			March 31, 2009
Current assets
Cash and cash equivalents	$	34,262		$	35,181
Accounts receivable		30,618			36,025
Inventories		34,092			25,939
Deferred income tax assets		5,045			4,022
Prepaid expenses and other current assets		2,022			1,358
Current assets of discontinued operations		-			1,038
Total current assets		106,039			103,563
Property and equipment		1,297			1,367
Goodwill		114,240			114,240
Intangible assets		561,828			569,137
Other long-term assets		3,170			4,602
Long-term assets of discontinued operations		-			8,472
Total Assets	$	786,574		$	801,381
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	16,904		$	15,898
Accrued interest payable		2,446			5,371
Other accrued liabilities		13,258			9,407
Current portion of long-term debt		3,550			3,550
Total current liabilities		36,158			34,226
Long-term debt		315,787			374,787
Deferred income tax liabilities		109,776			97,983
Total Liabilities		461,721			506,996
Commitments and Contingencies – Note 16
Stockholders’ Equity
Preferred stock - $0.01 par value
Authorized - 5,000 shares
Issued and outstanding - None
Common stock - $0.01 par value
Authorized - 250,000 shares
Issued - 50,154 shares at December 31, 2009 and 50,060 shares at March 31, 2009		502			501
Additional paid-in capital		383,600			382,803
Treasury stock, at cost – 124 shares at December 31, 2009 and March 31, 2009		(63	)		(63	)
Accumulated other comprehensive loss		(492	)		(1,334	)
Accumulated deficit		(58,694	)		(87,522	)
Total Stockholders’ Equity		324,853			294,385
Total Liabilities and Stockholders’ Equity	$	786,574		$	801,381

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Prestige Brands Holdings, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended December 31
(In thousands)	2009			2008
Operating Activities
Net income	$	28,828		$	24,321
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		8,679			8,273
Gain on sale of discontinued operations		(253	)		-
Deferred income taxes		10,254			7,393
Amortization of deferred financing costs		1,432			1,696
Stock-based compensation		1,658			2,248
Changes in operating assets and liabilities
Accounts receivable		6,407			9,588
Inventories		(8,281	)		945
Inventories held for sale		-			-
Prepaid expenses and other current assets		(664	)		(527	)
Accounts payable		1,006			(2,450	)
Accrued liabilities		1,424			1,860
Net cash provided by operating activities		50,490			53,347
Investing Activities
Purchases of equipment		(402	)		(397	)
Proceeds from sale of discontinued operations		7,993			-
Business acquisition purchase price adjustments		-			(4,191	)
Net cash provided by (used for) investing activities		7,591			(4,588	)
Financing Activities
Repayment of long-term debt		(59,000	)		(26,887	)
Purchase of common stock for treasury		-			(16	)
Net cash used for financing activities		(59,000	)		(26,903	)
Increase (Decrease) in cash		(919	)		21,856
Cash - beginning of period		35,181			6,078
Cash - end of period	$	34,262		$	27,934
Interest paid	$	18,345		$	24,276
Income taxes paid	$	9,820		$	7,251

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Prestige Brands Holdings, Inc.

Notes to Consolidated Financial Statements

Business Segments

	Three Months Ended December 31, 2009
	Over-the-Counter		Household		Personal
	Healthcare		Cleaning		Care		Consolidated
(In thousands)
Net sales	$	46,160	$	26,828	$	2,009	$	74,997
Other revenues		9		437		5		451
Total revenues		46,169		27,265		2,014		75,448
Cost of sales		16,919		17,481		1,241		35,641
Gross profit		29,250		9,784		773		39,807
Advertising and promotion		5,146		877		76		6,099
Contribution margin	$	24,104	$	8,907	$	697		33,708
Other operating expenses								10,007
Operating income								23,701
Other expense								5,558
Provision for income taxes								7,807
Income from continuing operations								10,336
Income from discontinued operations, net of income tax								87
Gain on sale of assets, net of  income tax								157
Net income							$	10,580

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	Nine Months Ended December 31, 2009
	Over-the-Counter		Household		Personal
	Healthcare		Cleaning		Care		Consolidated
(In thousands)
Net sales	$	137,800	$	82,271	$	9,059	$	229,130
Other revenues		29		1,454		28		1,511
Total revenues		137,829		83,725		9,087		230,641
Cost of sales		49,664		53,765		5,241		108,670
Gross profit		88,165		29,960		3,846		121,971
Advertising and promotion		19,264		5,080		301		24,645
Contribution margin	$	68,901	$	24,880	$	3,545		97,326
Other operating expenses								33,869
Operating income								63,457
Other expense								16,853
Provision for income taxes								18,594
Income from continuing operations								28,010
Income from discontinued operations, net of income tax								661
Gain on sale of assets, net of income tax								157
Net income							$	28,828

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	Three Months Ended December 31, 2008
	Over-the-Counter		Household		Personal
	Healthcare		Cleaning		Care		Consolidated
(In thousands)
Net sales	$	47,526	$	27,586	$	2,233	$	77,345
Other revenues		69		552		-		621
Total revenues		47,595		28,138		2,233		77,966
Cost of sales		16,892		18,253		1,335		36,480
Gross profit		30,703		9,885		898		41,486
Advertising and promotion		9,459		1,794		96		11,349
Contribution margin	$	21,244	$	8,091	$	802		30,137
Other operating expenses								10,622
Operating income								19,515
Other expense								7,051
Provision for income taxes								4,724
Income from continuing operations								7,740
Income from discontinued operations, net of income tax								278
Net income							$	8,018

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	Nine Months Ended December 31, 2008
	Over-the-Counter		Household		Personal
	Healthcare		Cleaning		Care		Consolidated
(In thousands)
Net sales	$	137,090	$	87,472	$	8,020	$	232,582
Other revenues		93		1,828		-		1,921
Total revenues		137,183		89,300		8,020		234,503
Cost of sales		47,667		57,113		5,009		109,789
Gross profit		89,516		32,187		3,011		124,714
Advertising and promotion		25,150		6,595		384		32,129
Contribution margin	$	64,366	$	25,592	$	2,627		92,585
Other operating expenses								32,573
Operating income								60,012
Other expense								22,513
Provision for income taxes								14,212
Income from continuing operations								23,287
Income from discontinued operations, net of income tax								1,034
Net income							$	24,321

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