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 9, 2011

PRESTIGE BRANDS HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

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

90 North Broadway, Irvington, New York 10533

 (Address of Principal Executive Offices)

(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.

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act.

¨ Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act.

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

Item 2.02 Results of Operations and Financial Condition.

On February 9, 2011, Prestige Brands Holdings, Inc. (the “Company”) announced financial results for the fiscal quarter and nine months ended December 31, 2010.  A copy of the press release announcing the Company’s earnings results for the fiscal quarter and nine months ended December 31, 2010 is attached hereto as Exhibit 99.1 and incorporated herein by reference.

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.

On February 9, 2011, representatives of the Company began making presentations to investors regarding the Company’s financial results for the quarter and nine month period ended December 31, 2010 using slides containing the information attached to this Current Report on Form 8-K as Exhibit 99.2 (the “Investor Presentation”).  The Company expects to use the Investor Presentation, in whole or in part, and possibly with modifications, in connection with presentations to investors, analysts and others during 2011.

By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.

The information contained in the Investor Presentation is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that it may make, by press release or otherwise, from time to time.  The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted.  Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

In accordance with General Instruction B.2 of this Current Report on Form 8-K, the information presented in Items 2.02 and 7.01 of this Current Report on Form 8-K and Exhibits 99.1 and 99.2 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 Company 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 9.01. Financial Statements and Exhibits.

 (d)           Exhibits.

See Exhibit Index immediately following 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.

	PRESTIGE BRANDS HOLDINGS, INC.
	(Registrant)
Date:  February 9, 2011
	By:	/s/ Ronald M. Lombardi______
		Name:  Ronald M. Lombardi
		Title:  Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated February 9, 2011 announcing the Company’s financial results for the fiscal quarter and nine months ended December 31, 2010(furnished only).
99.2	Investor Relations Slideshow in use beginning February 9, 2011 (furnished only).

EX-99.1

Exhibit 99.1

News Release

Prestige Brands Holdings, Inc. Reports Third Quarter & Nine Months Fiscal 2011 Results

For the Quarter, Prestige Reports Strong Revenue Growth, Driven by Core OTC Growth and Blacksmith Brands Acquisition

IRVINGTON, N.Y., Feb 9, 2011 (BUSINESS WIRE) --

Prestige Brands Holdings, Inc. (NYSE:PBH) today announced results for the third quarter and nine months of fiscal year 2011, which ended on December 31, 2010. Following the close of the quarter, the Company completed the previously announced acquisition of the Dramamine® Brand in the U.S. from McNeil-PPC, Inc.

Revenues for the third fiscal quarter were $90.6 million, $16.8 million or 22.7% above the prior year's comparable quarter revenues of $73.8 million. The Company’s revenue from its five core OTC brands (Chloraseptic®, Clear Eyes®, Compound W®, Little Remedies® and The Doctor’s® NightGuard®) increased 14.0% over the prior year comparable quarter. Revenue for the third fiscal quarter for the remaining OTC brands, the Household segment and International, decreased 7% versus the prior year comparable period. Overall, revenues were up $1.6 million, or 2% above the prior year’s comparable quarter, excluding the impact of the Blacksmith Brands (“BSB”) acquisition in November, 2010.

Operating income for the third fiscal quarter was $13.0 million, which was impacted by $10.5 million of charges associated with the acquisition of BSB. Excluding the impact of these charges, operating income would have been $23.5 million, $0.2 million or 1.0% above the prior year’s comparable quarter operating income of $23.3 million. Gross profit for the third fiscal quarter was $44.0 million, which included $3.5 million of charges associated with the inventory valuation from the BSB acquisition. Excluding the impact of these acquisition related charges, gross profit would have been $47.5 million and gross margin would have been stable at approximately 53% of net revenue, in line with the prior year’s quarter. During the quarter, the Company invested significantly behind Advertising and Promotion (“A&P”) in support of its core brands within the Over-the-Counter (“OTC”) segment as well as the acquired brands from BSB.

Income from continuing operations for the third fiscal quarter was $2.1 million and was impacted by $8.2 million of acquisition related charges, net of tax. Excluding the impact of these acquisition related charges, income from continuing operations would have been $10.3 million, 2.4% higher than the prior year comparable period's results of $10.0 million.

For the third fiscal quarter, basic earnings per share from continuing operations was $0.04, and was impacted by the acquisition related charges by $0.17. Excluding the impact of the acquisition related charges, basic earnings per share from continuing operations would have been $0.21 compared to $0.20 in the prior year’s third fiscal quarter.

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Commentary

"We are pleased with our results for the quarter. Our strategy for growing the core OTC brands is well underway. Increased investment in advertising and promotion coupled with new product introductions resulted in strong sell through during the quarter. Consumption for Prestige’s core OTC brands, including Blacksmith Brands, grew 26.5% during the quarter, as compared to a decline of 1% for the respective categories," said Matthew Mannelly, President and CEO. "In addition, our M&A focus is driving the Company’s strategic and financial transformation. The Blacksmith Brands integration is on track and we are making the appropriate advertising and promotional investment to support long-term sustainable growth," he said. "Furthermore, we just completed the acquisition of the Dramamine® brand in the U.S. Dramamine has the dominant position in the motion sickness category and possesses attractive growth characteristics. With the addition of this brand, our OTC segment now includes nine core OTC brands which represent approximately 90% of our OTC segment revenue. Looking forward, we are cautiously optimistic as the retail environment shows some signs of improvement. We will continue to view this as an opportunity to build our brands and invest in our future growth. We expect our continued investments in the fourth quarter to position our expanded core OTC portfolio for growth in fiscal year 2012 and beyond.”

Third Quarter Results by Segment

Revenues for the OTC segment increased $20.9 million, or 44.9%, during the third quarter of fiscal year 2011 versus the same period in fiscal year 2010. This increase was primarily due to $15.2 million of revenues attributable to the acquired BSB products. The OTC segment increased revenues by $5.7 million or 12.3%, excluding the impact of the acquisition of BSB. Overall, revenue increases for Chloraseptic®, Little Remedies®, Compound W® and Clear Eyes® brands were partially offset by revenue decreases for The Doctor's® brand. To drive revenue growth, the Company increased advertising and promotional activities, which led to increased consumption at retail.

Revenues for the Household segment decreased $4.1 million, or 15.1%, during fiscal year 2011 versus the same period in fiscal year 2010. In a challenging retail and competitive market, the Company’s largest Household brand, Comet®, grew market share in abrasive cleaners while experiencing revenue declines in bathroom sprays primarily due to competitive new product introductions and lower consumer demand.

Year-to-Date Results

For the nine month period ending December 31, 2010, revenues were $240.1 million, an increase of 7.9% over the prior year comparable period's results of $222.7 million. Revenues were $2.2 million, or 1% above the prior year’s comparable period, excluding the BSB revenues.

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Operating income for the nine month period ending December 31, 2010 was $57.5 million, which was impacted by $10.5 million of charges associated with the acquisition of BSB. Excluding the impact of these charges, operating income would have been $68.0 million, $7.3 million or 12.1% above the prior year’s comparable period operating income of $60.7 million. Gross profit for the current nine month period was $124.6 million, which included $3.5 million of charges associated with the inventory valuation from the BSB acquisition. Excluding the impact of these acquisition related charges, gross profit would have been $128.1 million and gross margin would have been stable at approximately 53% of revenue, in line with the prior year’s comparable period.

Income from continuing operations was $22.7 million and was impacted by $8.2 million of acquisition related charges, net of tax. Excluding the impact of these charges, income from continuing operations would have been $30.9 million, an increase of 17.7%, compared to $26.3 million in the prior year's comparable period.

For the current nine month period, basic earnings per share from continuing operations was $0.46, and was impacted by the acquisition related charges by $0.16. Excluding the impact of the acquisition related charges, basic earnings per share from continuing operations would have been $0.62 compared to $0.53, 17.4% higher than the prior year's comparable period.

Free Cash Flow and Debt

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 here 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 third fiscal quarter ended December 31, 2010 was $18.7 million, an increase of $8.3 million or 79.0% over the prior year’s comparable quarter. Free cash flow is composed of operating cash flow of $18.8 million less capital expenditures of $0.1 million. This compares to the prior year comparable quarter's free cash flow of $10.4 million, composed of operating cash flow of $10.6 million less capital expenditures of $0.2 million.

Total indebtedness at December 31, 2010 was $509.5 million. At December 31, 2010, cash on the balance sheet totaled $83.3 million.

Conference Call

The Company will host a conference call to review its third quarter and nine month results on Wednesday, February 9, 2010 at 8:30am EST. The dial-in numbers are: 1-866-383-8003 within North America and 1-617- 597-5330 outside of North America. The conference passcode is "prestige". A slide presentation will accompany the call and can be accessed through the Company’s website, www.prestigebrands.com. Click on “Investor Relations” and then on “Webcasts and Presentations”. 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 71941228.

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About Prestige Brands Holdings, Inc.

The Company markets and distributes brand name over-the-counter and household cleaning products throughout the U.S., Canada, and certain international markets. Key brands include Chloraseptic® sore throat treatments, Clear Eyes® eye care products, Compound W® wart treatments, The Doctor's® NightGuard® dental protector, The Little Remedies® line of pediatric over-the-counter products, Comet® cleansers, PediaCare® children's over-the-counter products, Efferdent® and Effergrip® denture care products, Luden's® cough drops, NasalCrom® allergy treatment, and Dramamine® motion sickness treatment.

Note Regarding Forward-Looking Statements

This news release contains "forward-looking statements" within the meaning of the federal securities laws and that are 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 our intentions regarding development of the brands that we acquired on November 1, 2010 in the Blacksmith acquisition as well as the outlook for Prestige Brands Holdings' market and its core brands as well as prospects for the industry. 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 expected as a result of a variety of 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.

SOURCE: Prestige Brands Holdings, Inc.

Prestige Brands Holdings, Inc.

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 per share data)	2010		2009		2010			2009
Revenues
Net sales	$	90,077	$	73,372	$	238,086		$	221,178
Other revenues	531		446		2,061			1,483
Total revenues	90,608		73,818		240,147			222,661
Cost of Sales
Cost of sales (exclusive of depreciation shown below)	46,596		34,647		115,574			104,174
Gross profit	44,012		39,171		124,573			118,487
Operating Expenses
Advertising and promotion	13,049		6,037		28,775			24,379
General and administrative	15,426		7,411		30,941			26,087
Depreciation and amortization	2,513		2,458		7,336			7,368
Total operating expenses	30,988		15,906		67,052			57,834
Operating income	13,024		23,265		57,521			60,653
Other expense
Interest expense, net	7,674		5,558		18,508			16,853
Loss on extinguishment of debt	—		—		300			—
Total other expense	7,674		5,558		18,808			16,853
Income from continuing operations before income taxes	5,350		17,707		38,713			43,800
Provision for income taxes	3,204		7,642		15,948			17,531
Income from continuing operations	2,146		10,065		22,765			26,269
Discontinued Operations
Income from discontinued operations, net of income tax	32		358		591			2,402
Gain/(Loss) on sale of discontinued operations, net of income tax/(benefit)	—		157		(550		)	157
Net income	$	2,178	$	10,580	$	22,806		$	28,828
Basic earnings per share:
Income from continuing operations	$	0.04	$	0.20	$	0.46		$	0.53
Net income	$	0.04	$	0.21	$	0.46		$	0.58
Diluted earnings per share:
Income from continuing operations	$	0.04	$	0.20	$	0.45		$	0.53
Net income	$	0.04	$	0.21	$	0.45		$	0.58
Weighted average shares outstanding:
Basic	50,085		50,030		50,059			50,008
Diluted	50,533		50,074		50,260			50,078

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Prestige Brands Holdings, Inc.

Consolidated Balance Sheets

(Unaudited)

(In thousands) Assets	December 31, 2010			March 31, 2010
Current assets
Cash and cash equivalents	$	83,266		$	41,097
Accounts receivable		41,981			30,621
Inventories		47,907			27,676
Deferred income tax assets		4,700			6,353
Prepaid expenses and other current assets		1,800			4,917
Current assets of discontinued operations		—			1,486
Total current assets		179,654			112,150
Property and equipment		1,406			1,396
Goodwill		153,199			111,489
Intangible assets		712,860			554,359
Other long-term assets		6,729			7,148
Long-term assets of discontinued operations		—			4,870
Total Assets	$	1,053,848		$	791,412
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	18,682		$	12,771
Accrued interest payable		5,156			1,561
Other accrued liabilities		20,589			11,733
Current portion of long-term debt		659			29,587
Total current liabilities		45,086			55,652
Long-term debt
Principal amount		508,841			298,500
Less unamortized discount		(5,277	)		(3,943	)
Long-term debt, net of unamortized discount		503,564			294,557
Deferred income tax liabilities		150,696			112,144
Total Liabilities		699,346			462,353
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 - 50,229 shares at December 31, 2010 and 50,154 shares at March 31, 2010		502			502
Additional paid-in capital		386,928			384,027
Treasury stock, at cost - 148 shares at December 31, 2010 and 124 shares at March 31, 2010		(327	)		(63	)
Accumulated deficit		(32,601	)		(55,407	)
Total Stockholders' Equity		354,502			329,059
Total Liabilities and Stockholders' Equity	$	1,053,848		$	791,412

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Prestige Brands Holdings, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended December 31
(In thousands)	2010			2009
Operating Activities
Net income	$	22,806		$	28,828
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		7,565			8,679
Loss (Gain) on sale of discontinued operations		890			(253	)
Deferred income taxes		5,591			10,254
Amortization of deferred financing costs		767			1,432
Stock-based compensation costs		2,751			1,658
Loss on extinguishment of debt		300			—
Amortization of debt discount		480			—
Loss on disposition of equipment		131			—
Changes in operating assets and liabilities
Accounts receivable		7,330			6,407
Inventories		2,814			(6,958	)
Inventories held for sale		1,114			(1,323	)
Prepaid expenses and other current assets		3,166			(664	)
Accounts payable		(1,054	)		1,006
Accrued liabilities		7,008			1,424
Net cash provided by operating activities		61,659			50,490
Investing Activities
Purchases of equipment		(405	)		(402	)
Proceeds from sale of discontinued operations		4,122			7,993
Acquisition of Blacksmith, net of cash acquired		(202,044	)		—
Net cash (used for) provided by investing activities		(198,327	)		7,591
Financing Activities
Proceeds from issuance of Senior Notes		100,250			—
Proceeds from issuance of Senior Term Loan		112,936			—
Payment of deferred financing costs		(648			—
Repayment of long-term debt		(33,587	)		(59,000	)
Proceeds from exercise of stock options		150			—
Purchase of treasury stock		(264	)		—
Net cash provided by (used for) financing activities		178,837			(59,000	)
Increase (decrease) in cash		42,169			(919	)
Cash - beginning of period		41,097			35,181
Cash - end of period	$	83,266		$	34,262
Interest paid	$	13,354		$	18,345
Income taxes paid	$	4,096		$	9,820

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Prestige Brands Holdings, Inc.

Consolidated Statements of Operations

Business Segments

	For the Three Months Ended December 31, 2010
	Over-the- Counter Healthcare		Household Cleaning		Consolidated
(In thousands)
Net sales	$	67,287	$	22,790	$	90,077
Other revenues		173		358		531
Total revenues		67,460		23,148		90,608
Cost of sales		30,827		15,769		46,596
Gross profit		36,633		7,379		44,012
Advertising and promotion		11,842		1,207		13,049
Contribution margin	$	24,791	$	6,172		30,963
Other operating expenses						17,939
Operating income						13,024
Other expense						7,674
Provision for income taxes						3,204
Income from continuing operations						2,146
Income from discontinued operations, net of income tax						32
Net income					$	2,178

	For the Nine Months Ended December 31, 2010
	Over-the- Counter Healthcare		Household Cleaning		Consolidated
(In thousands)
Net sales	$	162,652	$	75,434	$	238,086
Other revenues		368		1,693		2,061
Total revenues		163,020		77,127		240,147
Cost of sales		64,477		51,097		115,574
Gross profit		98,543		26,030		124,573
Advertising and promotion		23,918		4,857		28,775
Contribution margin	$	74,625	$	21,173		95,798
Other operating expenses						38,277
Operating income						57,521
Other expense						18,808
Provision for income taxes						15,948
Income from continuing operations						22,765
Income from discontinued operations, net of income tax						591
Loss on sale of discontinued operations, net of income tax benefit						(550	)
Net income					$	22,806

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Prestige Brands Holdings, Inc.

Consolidated Statements of Operations

Business Segments

	For the Three Months Ended December 31, 2009
	Over-the- Counter Healthcare		Household Cleaning		Consolidated
(In thousands)
Net sales	$	46,544	$	26,828	$	73,372
Other revenues		9		437		446
Total revenues		46,553		27,265		73,818
Cost of sales		17,166		17,481		34,647
Gross profit		29,387		9,784		39,171
Advertising and promotion		5,160		877		6,037
Contribution margin	$	24,227	$	8,907		33,134
Other operating expenses						9,869
Operating income						23,265
Other expense						5,558
Provision for income taxes						7,642
Income from continuing operations						10,065
Income from discontinued operations, net of income tax						358
Gain on sale of discontinued operations, net of income tax						157
Net income					$	10,580

	For the Nine Months Ended December 31, 2009
	Over-the- Counter Healthcare		Household Cleaning		Consolidated
(In thousands)
Net sales	$	138,907	$	82,271	$	221,178
Other revenues		29		1,454		1,483
Total revenues		138,936		83,725		222,661
Cost of sales		50,409		53,765		104,174
Gross profit		88,527		29,960		118,487
Advertising and promotion		19,299		5,080		24,379
Contribution margin	$	69,228	$	24,880		94,108
Other operating expenses						33,455
Operating income						60,653
Other expense						16,853
Provision for income taxes						17,531
Income from continuing operations						26,269
Income from discontinued operations, net of income tax						2,402
Gain on sale of discontinued operations, net of income tax						157
Net income					$	28,828

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EX-99.2

Exhibit 99.2