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): May 16, 2013

PRESTIGE BRANDS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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

660 White Plains Road, Tarrytown, New York 10591

(Address of principal executive offices, including Zip Code)

(914) 524-6800

(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 May 16, 2013, Prestige Brands Holdings, Inc. (the “Company”) announced financial results for the fiscal quarter and year ended March 31, 2013. A copy of the press release announcing the Company's earnings results for the fiscal quarter and year ended March 31, 2013 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 May 16, 2013, representatives of the Company began making presentations to investors regarding the Company's financial results for the quarter and year ended March 31, 2013 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 the fiscal year ended March 31, 2014.

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 the Company 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.

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 specifically 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 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: May 16, 2013	PRESTIGE BRANDS HOLDINGS, INC.
	By:	/s/ Ronald M. Lombardi
		Name: Ronald M. Lombardi
		Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description
99.1	Press Release dated May 16, 2013 announcing the Company's financial results for the fiscal quarter and year ended March 31, 2013 (furnished only).
99.2	Investor Relations Slideshow in use beginning May 16, 2013 (furnished only).

EX-99.1

Exhibit 99.1

Prestige Brands Holdings, Inc. Reports Record Fourth Quarter Revenues Up 15.3%

and EPS of $0.37

Fiscal 13 Revenues Increase 41%; Reported EPS Up 74% to $1.27

Investor Day Slated for May 22nd

Tarrytown, NY-(Business Wire)-May 16, 2013-Prestige Brands Holdings, Inc. (NYSE-PBH) today announced record results for the fourth quarter and the fiscal year ended March 31, 2013, driven by strong growth in both the legacy and acquired core brands in the Company's Over-the-Counter Healthcare (OTC) segment.

Revenues for the fourth fiscal quarter were $154.5 million, an increase of $20.5 million, or 15.3%, above the prior year comparable quarter's revenues of $134.0 million. The revenue increase was primarily due to the growth of the Company's 14 core OTC brands which increased 9.3% over the prior year comparable period. The prior year comparable period results include revenues from two months of ownership of 15 of the 17 brands acquired from GSK on January 31, 2012. The remaining two brands closed on March 30, 2012.

In addition to financial results reported in accordance with generally accepted accounting principles (GAAP), we have provided certain non-GAAP financial information in this release to aid investors in understanding the Company's performance. Each non-GAAP financial measure is defined and reconciled to its most closely related GAAP financial measure in the “About Non-GAAP Financial Measures” section at the end of this earnings release.

Operating income for the fourth fiscal quarter was $50.2 million, an increase of $27.6 million, or 122%, over the prior year comparable quarter's operating income of $22.6 million. The prior year comparable period was impacted by $15.3 million of costs associated primarily with the GSK brands acquisition and an unsolicited proposal. Excluding these charges, operating income for the fourth quarter of fiscal 2013 would have increased 33%.

In the fourth fiscal quarter, the Company's diluted earnings per share were $0.37 compared to $0.00 in the prior year comparable period. The fiscal fourth quarter includes a deferred tax benefit and other items of $0.01 per share. Excluding this, fourth quarter earnings per share would have been $0.36, an increase of

38.5% over the prior year adjusted fourth quarter earnings per share of $0.26. The prior year fourth quarter was impacted by the costs noted above.

Reported gross profit for the fourth fiscal quarter was $88.1 million, 29% higher than the comparable quarter's gross profit of $68.5 million. The prior year's fourth quarter results included GSK brand acquisition and transition-related costs of $1.8 million. Excluding these costs, gross profit would have increased 25%. Gross margin was 57.0% in the fourth quarter of fiscal 2013 compared to 51.1% in the prior year comparable period, or adjusted gross margin of 52.5% excluding the charges noted above. The year-over-year improvement in gross margin is primarily a result of the higher proportion of revenue derived from the higher margin OTC segment.

Revenues for the OTC Healthcare segment were $133.8 million, 22% higher than the prior year's fourth quarter revenues of $109.7 million. The increase in revenue in this segment continues to be driven by consumption gains in the Company's core OTC brands, resulting from increased investment in advertising and promotion (“A&P”) support behind them. Revenues for the Household Cleaning segment, which represents less than 15% of overall Company revenues, were $20.7 million, a decrease of 14.5% over the prior year's fourth quarter results of $24.3 million

Fiscal Year 2013

Revenues for fiscal 2013 were $623.6 million, an increase of $182.5 million or 41.4% over the prior year's revenues of $441.1 million. The increase is due primarily to the growth of revenues of the Company's core OTC brands, which grew 5.9% year-over-year, and a full year of ownership of the acquired GSK brands. In the prior year, the GSK brands contributed revenues for only the final two months of the fiscal year.

Reported diluted earnings per share for fiscal 2013 were $1.27, or 74.0% higher than $0.73 reported in the prior fiscal year. Adjusted earnings per share for the fiscal year were $1.50, a 52% increase over adjusted earnings per share of $0.99 in the prior year. Adjusted earnings per share for fiscal 2013 and fiscal 2012 exclude acquisition and transition-related costs, unsolicited proposal costs, and other adjustments, net of applicable taxes.

The Company continued its investment in Advertising and Promotion (“A&P”) during fiscal 2013 in support of its core OTC brands. A&P for the fiscal year was $90.6 million, 59% higher than the prior year spend of $57.1 million. A&P as a percent of revenue was 14.5% for fiscal 2013 compared to 13.0% in the prior year.

Commentary

“We are very pleased with the excellent growth shown in revenue and earnings per share for both the fourth quarter and fiscal year ended March 31, 2013. These results reflect the successful integration of the acquired GSK brands and meaningful growth in our core OTC brands,” said Matthew M. Mannelly, CEO. “Revenues for our core OTC brands grew 9.3% in the fourth quarter and approximately 6% for the fiscal year, significantly ahead of category growth for both periods. Our increased investment in brand-building A&P was a key stimulus for these record results,” he said.

“Our industry-leading and consistent cash flow from operations combined with a strengthened balance sheet helped us de-lever substantially in both the fourth quarter and for the fiscal year,” Mr. Mannelly continued. “Our net debt was reduced by approximately $154 million in the fiscal year, and our leverage ratio fell by one full point since the acquisition of the GSK brands a year ago. Rapid pay-down of debt enables us to continue to be active and disciplined in M&A. This approach has resulted in our successful track record of integrating, innovating and growing acquired brands.”

“Our strategies are in place and we are fully prepared to build on the success of fiscal 2013. As the largest independent OTC products company in the U.S., we are confident in our ability to continue to build brands, innovate within our portfolio, and invest appropriately for future value creation,” he said.

Free Cash Flow and Debt Reduction

The Company's record free cash flow (“FCF”) for the fourth fiscal quarter ended March 31, 2013 was $35.4 million, an increase of $16.2 million over the prior year comparable period's free cash flow of $19.2 million. For the fiscal year ended March 31, 2013, free cash flow totaled $127.3 million compared to $66.8 million in the prior year. FCF for the prior year comparable period was impacted by $15.1 million of working capital investments associated with the acquisition of the GSK brands, and other costs, net of related tax effects. On a per share basis, free cash flow for the fiscal fourth quarter and full fiscal year ended March 31, 2013 translates to $0.68 per share and $2.48 per share, respectively, compared to $0.38 per share and $1.32 per share for the fourth quarter and full fiscal year ended March 31, 2012, respectively.

The Company's net debt at March 31, 2013 was $962.3 million, reflecting a reduction of a total of $34.7 million during the fourth quarter. At March 31, 2013, the Company's covenant-defined leverage ratio was approximately 4.25x, down from approximately 5.25x at the time of the closing on the acquisition of the GSK brands on January 31, 2012.

Q4 Conference Call & Accompanying Slide Presentation

The Company will host a conference call to review its fourth quarter results on May 16, 2013 at 8:30 am EDT. The toll-free dial-in numbers are 866-318-8613 within North America and 617-399-5132 outside of North America. The conference pass code is "prestige". The Company will provide a live Internet webcast, a slide presentation to accompany the call, as well as an archived replay, all of which can be accessed from the Investor Relations page of the Company's website at http://prestigebrands.com. The slide presentation can be accessed just before the call from the Investor Relations page of the website by clicking on Webcasts and Presentations. Telephonic replays will be available for two weeks following the completion of the call and can be accessed at 888-286-8010 within North America and at 617-801-6888 from outside North America. The pass code is 69473606.

Investor Day is Wednesday, May 22^nd 

The Company will host its first Investor Day on Wednesday, May 22nd beginning at 10:30am EST. CEO Matthew Mannelly and other members of senior management will present an overview of the Company's operational and financial strategy and highlight new advertising and marketing initiatives. The Company will provide a live Internet webcast, which can be accessed from the Investor Relations page of the Company's website at http://prestigebrands.com. Choose the “Click here for webcast” hyperlink and register for access. A replay of the full event will be available via the same URL three hours after the event. Visit the “News and Events” section of the Company's website for details of the events.

About Prestige Brands Holdings, Inc.

The Company markets and distributes brand name over-the-counter and household cleaning products throughout the U.S. and Canada, and in certain international markets. Core brands include Chloraseptic® sore throat treatments, Clear Eyes® eye care products, Compound W® wart treatments, The Doctor's® NightGuard® dental protector, the Little Remedies® and PediaCare® lines of pediatric over-the-counter products, Efferdent® denture care products, Luden's® throat drops, Dramamine® motion sickness treatment, BC® and Goody's® pain relievers, Beano® gas prevention, Debrox® earwax remover, and Gaviscon® antacid in Canada. Visit the Company's website at www.prestigebrands.com.

Note Regarding Forward-Looking Statements

This news release contains "forward-looking statements" within the meaning of the federal securities laws 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 ability to build brands, innovate our product portfolio, invest to create value, and our acquisition capacity. 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, including the impact of our advertising and promotional initiatives, competition in our industry, and the success of our new product introductions and integration of newly acquired products. A discussion of other factors that could cause results to vary is included in the Company's Annual Report on Form 10-K for the year ended March 31, 2012, Quarterly Report on Form 10-Q for the quarter ended December 31, 2012, and other periodic reports filed with the Securities and Exchange Commission.

Contact: Dean Siegal

914 524 6819

Prestige Brands Holdings, Inc.

Consolidated Statements of Income and Comprehensive Income

(Unaudited)

	Three Months Ended March 31,						Year Ended March 31,
(In thousands, except per share data)	2013			2012			2013			2012
Revenues
Net sales	$	153,659		$	133,160		$	620,394		$	437,838
Other revenues	854			836			3,203			3,247
Total revenues	154,513			133,996			623,597			441,085
Cost of Sales
Cost of sales (exclusive of depreciation shown below)	66,443			65,508			276,381			213,701
Gross profit	88,070			68,488			347,216			227,384
Operating Expenses
Advertising and promotion	23,259			18,547			90,630			57,127
General and administrative	11,353			24,334			51,467			56,700
Depreciation and amortization	3,285			3,051			13,235			10,734
Total operating expenses	37,897			45,932			155,332			124,561
Operating income	50,173			22,556			191,884			102,823
Other (income) expense
Interest income	(4		)	(14		)	(13		)	(18		)
Interest expense	18,242			16,361			84,420			41,338
Gain on settlement	—			—			—			(5,063		)
Loss on extinguishment of debt	1,443			5,409			1,443			5,409
Total other expense	19,681			21,756			85,850			41,666
Income before income taxes	30,492			800			106,034			61,157
Provision for income taxes	11,143			815			40,529			23,945
Net income (loss)	$	19,349		$	(15	)	$	65,505		$	37,212
Earnings per share:
Basic	$	0.38		$	—		$	1.29		$	0.74
Diluted	$	0.37		$	—		$	1.27		$	0.73
Weighted average shares outstanding:
Basic	51,147			50,314			50,633			50,270
Diluted	51,913			50,992			51,440			50,748
Comprehensive income, net of tax:
Currency translation adjustments	(114		)	57			(91		)	(13		)
Total other comprehensive income (loss)	(114		)	57			(91		)	(13		)
Comprehensive income	$	19,235		$	42		$	65,414		$	37,199

Prestige Brands Holdings, Inc.

Consolidated Balance Sheets

(Unaudited)

(In thousands) Assets	March 31, 2013			March 31, 2012
Current assets
Cash and cash equivalents	$	15,670		$	19,015
Accounts receivable, net	73,053			60,228
Inventories	60,201			51,113
Deferred income tax assets	6,349			5,283
Prepaid expenses and other current assets	8,900			11,396
Total current assets	164,173			147,035
Property and equipment, net	9,896			1,304
Goodwill	167,546			173,702
Intangible assets, net	1,373,240			1,400,522
Other long-term assets	24,944			35,713
Total Assets	$	1,739,799		$	1,758,276
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	51,376		$	26,726
Accrued interest payable	13,894			13,889
Other accrued liabilities	31,398			23,308
Total current liabilities	96,668			63,923
Long-term debt
Principal amount	978,000			1,135,000
Less unamortized discount	(7,100		)	(11,092		)
Long-term debt, net of unamortized discount	970,900			1,123,908
Deferred income tax liabilities	194,288			167,717
Total Liabilities	1,261,856			1,355,548
Stockholders' Equity
Preferred stock - $0.01 par value
Authorized - 5,000 shares
Issued and outstanding - None	—			—
Preferred share rights	283			283
Common stock - $0.01 par value
Authorized - 250,000 shares
Issued - 51,311 shares and 50,466 shares at March 31, 2013 and 2012, respectively	513			505
Additional paid-in capital	401,691			391,898
Treasury stock, at cost - 181 shares at March 31, 2013 and March 31, 2012	(687		)	(687		)
Accumulated other comprehensive loss, net of tax	(104		)	(13		)
Retained earnings	76,247			10,742
Total Stockholders' Equity	477,943			402,728
Total Liabilities and Stockholders' Equity	$	1,739,799		$	1,758,276

Prestige Brands Holdings, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

	Year Ended March 31,
(In thousands)	2013			2012
Operating Activities
Net income	$	65,505		$	37,212
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	13,235			10,734
Deferred income taxes	25,505			13,793
Amortization of deferred financing costs	9,832			1,630
Stock-based compensation costs	3,772			3,078
Loss on extinguishment of debt	1,443			5,409
Amortization of debt discount	4,632			1,030
Lease termination costs	975			—
Loss on disposal of equipment	103			—
Changes in operating assets and liabilities, net of effects of acquisitions
Accounts receivable	(12,882		)	(15,854		)
Inventories	(9,342		)	3,710
Prepaid expenses and other current assets	3,096			(3,009		)
Accounts payable	24,677			5,127
Accrued liabilities	7,054			4,592
Net cash provided by operating activities	137,605			67,452
Investing Activities
Purchases of property and equipment	(10,268		)	(606		)
Proceeds from sale of property and equipment	15			—
Proceeds from escrow of Blacksmith acquisition	—			1,200
Proceeds from sale of Phazyme brand	21,700			—
Acquisition of brands from GSK	—			(662,800		)
Acquisition of brands from GSK purchase price adjustments	(226		)	—
Net cash provided by (used in) investing activities	11,221			(662,206		)
Financing Activities
Proceeds from issuance of Senior Notes	—			250,000
Proceeds from issuance of 2012 Term Loan and 2010 Term Loan	—			650,100
Repayment of 2010 Term Loan	—			(242,000		)
Payment of deferred financing costs	(1,146		)	(33,284		)
Repayment of long-term debt	(190,000		)	(25,000		)
Repayments under revolving credit agreement	(15,000		)	—
Borrowings under revolving credit agreement	48,000			—
Proceeds from exercise of stock options	6,029			889
Shares surrendered as payment of tax withholding	—			(271		)
Net cash (used in) provided by financing activities	(152,117		)	600,434
Effects of exchange rate changes on cash and cash equivalents	(54		)	1
(Decrease) increase in cash and cash equivalents	(3,345		)	5,681
Cash and cash equivalents - beginning of year	19,015			13,334
Cash and cash equivalents - end of year	$	15,670		$	19,015
Interest paid	$	69,641		$	34,977
Income taxes paid	$	10,624		$	12,865

Prestige Brands Holdings, Inc.

Consolidated Statements of Income

Business Segments

(Unaudited)

	Three Months Ended March 31, 2013						Year Ended March 31, 2013
	OTC Healthcare		Household Cleaning		Consolidated		OTC Healthcare		Household Cleaning		Consolidated
(In thousands)
Net sales	$	133,614	$	20,045	$	153,659	$	536,247	$	84,147	$	620,394
Other revenues	164		690		854		684		2,519		3,203
Total revenues	133,778		20,735		154,513		536,931		86,666		623,597
Cost of sales	51,405		15,038		66,443		211,654		64,727		276,381
Gross profit	82,373		5,697		88,070		325,277		21,939		347,216
Advertising and promotion	22,228		1,031		23,259		84,537		6,093		90,630
Contribution margin	$	60,145	$	4,666	64,811		$	240,740	$	15,846	256,586
Other operating expenses					14,638						64,702
Operating income					50,173						191,884
Other expense					19,681						85,850
Income before income taxes					30,492						106,034
Provision for income taxes					11,143						40,529
Net income					$	19,349					$	65,505

	Three Months Ended March 31, 2012							Year Ended March 31, 2012
	OTC Healthcare		Household Cleaning		Consolidated			OTC Healthcare		Household Cleaning		Consolidated
(In thousands)
Net sales	$	109,570	$	23,590	$	133,160		$	344,282	$	93,556	$	437,838
Other revenues	167		669		836			719		2,528		3,247
Total revenues	109,737		24,259		133,996			345,001		96,084		441,085
Cost of sales	45,953		19,555		65,508			143,151		70,550		213,701
Gross profit	63,784		4,704		68,488			201,850		25,534		227,384
Advertising and promotion	17,149		1,398		18,547			51,895		5,232		57,127
Contribution margin	$	46,635	$	3,306	49,941			$	149,955	$	20,302	170,257
Other operating expenses					27,385							67,434
Operating income					22,556							102,823
Other expense					21,756							41,666
Income before income taxes					800							61,157
Provision for income taxes					815							23,945
Net income					$	(15	)					$	37,212

About Non-GAAP Financial Measures

We define Non-GAAP EBITDA as earnings before interest expense (income), income taxes, depreciation and amortization, income or loss from discontinued operations or the sale thereof and Non-GAAP Adjusted EBITDA as earnings before interest expense (income), income taxes, depreciation and amortization, income or loss from discontinued operations and the sale thereof, gain on settlement, loss on extinguishment of debt, certain other legal and professional fees, and acquisition-related costs. We define Non-GAAP Adjusted Gross Margin as Gross Profit before certain acquisition and integration-related costs.We define Non-GAAP Adjusted Operating Income as Operating Income minus certain other legal and professional fees, acquisition and other integration costs. We define Non-GAAP Adjusted Net Income as Net Income before gain on settlement, loss on extinguishment of debt, certain other legal and professional fees, acquisition and integration-related costs, income or loss from discontinued operations and sale thereof, the applicable tax impacts associated with these items and the tax impacts of state tax rate adjustments and other non-deductible items. Non-GAAP Adjusted EPS is calculated based on Non-GAAP Adjusted Net Income, divided by the weighted average number of common and potential common shares outstanding during the period. We define Non-GAAP Free Cash Flow as Net Cash provided by operating activities less cash paid for capital expenditures. Non-GAAP Free Cash Flow per Share is calculated based on Non-GAAP Free Cash Flow, divided by the weighted average number of common and potential common shares outstanding during the period. Non-GAAP EBITDA, Non-GAAP Adjusted EBITDA, Non-GAAP Adjusted Operating Income, Non-GAAP Adjusted Net Income, Non-GAAP Adjusted EPS, Non-GAAP Free Cash Flow and Non-GAAP Free Cash Flow per Share may not be comparable to similarly titled measures reported by other companies.

We are presenting Non-GAAP EBITDA, Non-GAAP Adjusted EBITDA, Non-GAAP Adjusted Gross Margin, Non-GAAP Adjusted Operating Income, Non-GAAP Adjusted Net Income, Non-GAAP Adjusted EPS, Non-GAAP Free Cash Flow and Non-GAAP Free Cash Flow per Share because they provide additional ways to view our operations, when considered with both our GAAP results and the reconciliation to net income and net cash provided by operating activities, respectively, which we believe provide a more complete understanding of our business than could be obtained absent this disclosure. Additionally, we believe that Free Cash Flow and Free Cash Flow per Share are commonly used measures of liquidity and are indicative of cash available for debt repayment and acquisitions. Each of Non-GAAP EBITDA, Non-GAAP Adjusted EBITDA, Non-GAAP Adjusted Gross Margin, Non-GAAP Adjusted Operating Income, Non-GAAP Adjusted Net Income, Non-GAAP Adjusted EPS, Non-GAAP Free Cash Flow and Non-GAAP Free Cash Flow per Share is presented solely as a supplemental disclosure because (i) we believe it is a useful tool for investors to assess the operating performance of the business without the effect of these items; (ii) we believe that investors will find this data useful in assessing our ability to pursue acquisitions or to service or incur indebtedness; and (iii) we use Non-GAAP EBITDA, Non-GAAP Adjusted EBITDA, Non-GAAP Adjusted Gross Margin, Non-GAAP Adjusted Operating Income, Non-GAAP Adjusted Net Income and Non-GAAP Adjusted EPS internally to evaluate the performance of our personnel and also as a benchmark to evaluate our operating performance or compare our performance to that of our competitors. The use of Non-GAAP EBITDA, Non-GAAP Adjusted EBITDA, Non-GAAP Adjusted Gross Margin, Non-GAAP Adjusted Operating Income, Non-GAAP Adjusted Net Income, Non-GAAP Adjusted EPS, Non-GAAP Free Cash Flow and Non-GAAP Free Cash Flow per Share has limitations, and you should not consider these measures in isolation from or as an alternative to GAAP measures such as Operating income, Net income, and Net cash flow provided by operating activities, or cash flow statement data prepared in accordance with GAAP, or as a measure of profitability or liquidity.

The following tables set forth the reconciliation of Non-GAAP EBITDA, Non-GAAP Adjusted EBITDA, Non-GAAP Adjusted Gross Margin, Non-GAAP Adjusted Operating Income, Non-GAAP Adjusted Net

Income, Non-GAAP Adjusted EPS, Non-GAAP Free Cash Flow and Non-GAAP Free Cash Flow per Share, all of which are non-GAAP financial measures, to GAAP Gross Profit, GAAP Operating Income, GAAP Net Income, GAAP Diluted EPS and GAAP Net cash provided by operating activities, our most directly comparable financial measures presented in accordance with GAAP.

Reconciliation of GAAP Gross Margin to Non-GAAP Adjusted Gross Margin:

	Three Months Ended March 31,						Year Ended March 31,
	2013			2012			2013			2012
(In thousands)
GAAP Total Revenues	$	154,513		$	133,996		$	623,597		$	441,085
Adjustments:
Additional slotting costs associated with GSK	—			—			411			—
Total adjustments	—			—			411			—
Non-GAAP Adjusted Total Revenues	$	154,513		$	133,996		$	624,008		$	441,085
GAAP Gross Profit	$	88,070		$	68,488		$	347,216		$	227,384
Adjustments:
Additional slotting costs associated with GSK	—			—			411			—
Inventory step-up charge associated with acquisitions	—			1,795			23			1,795
Additional product testing costs associated with GSK	—			—			220			—
Additional supplier transition costs associated with GSK	—			—			5,426			—
Total adjustments	—			1,795			6,080			1,795
Non-GAAP Adjusted Gross Margin	$	88,070		$	70,283		$	353,296		$	229,179
Non-GAAP Adjusted Gross Margin %	57.0		%	52.5		%	56.6		%	52.0		%

Reconciliation of GAAP Operating Income to Non-GAAP Adjusted Operating Income:

	Three Months Ended March 31,				Year Ended March 31,
	2013		2012		2013		2012
(In thousands)
GAAP Operating Income	$	50,173	$	22,556	$	191,884	$	102,823
Adjustments:
Additional slotting costs associated with GSK	—		—		411		—
Inventory step-up charge associated with acquisitions	—		1,795		23		1,795
Additional product testing costs associated with GSK	—		—		220		—
Additional supplier transition costs associated with GSK	—		—		5,426		—
Legal and professional fees associated with acquisitions	—		8,142		98		13,807
Unsolicited proposal costs	—		1,737		534		1,737
Transition and integration costs associated with GSK	—		3,588		5,811		3,588
Total adjustments	—		15,262		12,523		20,927
Non-GAAP Adjusted Operating Income	$	50,173	$	37,818	$	204,407	$	123,750

Reconciliation of GAAP Net Income to Non-GAAP Adjusted EBITDA:

	Three Months Ended March 31,					Year Ended March 31,
	2013		2012			2013		2012
(In thousands)
GAAP Net Income	$	19,349	$	(15	)	$	65,505	$	37,212
Interest expense, net	18,238		16,347			84,407		41,320
Income tax provision	11,143		815			40,529		23,945
Depreciation and amortization	3,285		3,051			13,235		10,734
Non-GAAP EBITDA:	52,015		20,198			203,676		113,211
Adjustments:
Gain on settlement	—		—			—		(5,063		)
Loss on extinguishment of debt	1,443		5,409			1,443		5,409
Additional slotting costs associated with GSK	—		—			411		—
Inventory step-up charge associated with acquisitions	—		1,795			23		1,795
Additional product testing costs associated with GSK	—		—			220		—
Additional supplier transition costs associated with GSK	—		—			5,426		—
Legal and professional fees associated with acquisitions	—		8,142			98		13,807
Unsolicited proposal costs	—		1,737			534		1,737
Transition and integration costs associated with GSK	—		3,588			5,811		3,588
Total adjustments	1,443		20,671			13,966		21,273
Non-GAAP Adjusted EBITDA	$	53,458	$	40,869		$	217,642	$	134,484

Reconciliation of GAAP Net Income to Non-GAAP Adjusted Net Income and related Adjusted Earnings Per Share:

	Three Months Ended March 31,												Year Ended March 31,
	2013			2013 Adjusted EPS			2012			2012 Adjusted EPS			2013			2013 Adjusted EPS				2012			2012 Adjusted EPS
(In thousands)
GAAP Net Income	$	19,349		$	0.37		$	(15	)	$	—		$	65,505		$	1.27			$	37,212		$	0.73
Adjustments:
Gain on settlement	—			—			—			—			—			—				(5,063		)	(0.10		)
Loss on extinguishment of debt	1,443			0.03			5,409			0.11			1,443			0.03				5,409			0.11
Additional slotting costs associated with GSK	—			—			—			—			411			0.01				—			—
Inventory step-up charge associated with acquisitions	—			—			1,795			0.04			23			—				1,795			0.04
Additional product testing costs associated with GSK	—			—			—			—			220			—				—			—
Additional supplier transition costs associated with GSK	—			—			—			—			5,426			0.11				—			—
Legal and professional fees associated with acquisitions	—			—			8,142			0.16			98			—			13,907	13,807			0.27
Unsolicited proposal costs	—			—			1,737			0.03			534			0.01				1,737			0.03
Transition and integration costs associated with GSK	—			—			3,588			0.07			5,811			0.11				3,588			0.07
Accelerated amortization of debt discount and issue costs	—			—			—			—			7,746			0.15				—			—
Tax impact of adjustments	(409		)	(0.01		)	(7,816		)	(0.15		)	(8,329		)	(0.16		)		(8,091		)	(0.16		)
Tax impact of state rate adjustments and other non-deductible items	(1,741		)	(0.03		)	—			—			(1,741		)	(0.03		)		(237		)	—
Total adjustments	(707		)	(0.01		)	12,855			0.26			11,642			0.23				12,945			0.26
Non-GAAP Adjusted Net Income and Adjusted EPS	$	18,642		$	0.36		$	12,840		$	0.26		$	77,147		$	1.50			$	50,157		$	0.99

Reconciliation of GAAP Net Cash Provided by Operating Activities to Non-GAAP Free Cash Flow:

	Three Months Ended March 31,						Year Ended March 31,
	2013			2012			2013			2012
(In thousands)
GAAP Net cash provided by operating activities	$	36,729		$	19,459		$	137,605		$	67,452
Additions to property and equipment for cash	(1,346		)	(248		)	(10,268		)	(606		)
Non-GAAP Free Cash Flow	$	35,383		$	19,211		$	127,337		$	66,846
Non-GAAP Free Cash Flow per Share	$	0.68		$	0.38		$	2.48		$	1.32

Reconciliation of GAAP Net Cash Provided by Operating Activities to Non-GAAP Free Cash Flow and Non-GAAP Free Cash Flow per Share:

	Three Months Ended March 31,											Year Ended March 31,
	2013			2013 Free Cash Flow per Share			2012			2012 Free Cash Flow per Share		2013			2013 Free Cash Flow per Share			2012			2012 Free Cash Flow per Share
(In thousands)
GAAP Net Income	$	19,349		$	0.37		$	(15	)	$	—	$	65,505		$	1.27		$	37,212		$	0.73
Adjustments:
Adjustments to reconcile net income to net cash provided by operating activities as shown in the Statement of Cash Flows	17,465			0.34			16,776			0.33		59,497			1.16			35,674			0.71
Changes in operating assets and liabilities, net of effects from acquisitions as shown in the Statement of Cash Flows	(85		)	—			2,698			0.05		12,603			0.25			(5,434		)	(0.11		)
Total adjustments	17,380			0.34			19,474			0.38		72,100			1.41			30,240			0.60
GAAP Net cash provided by operating activities	$	36,729		$	0.71		$	19,459		$	0.38	$	137,605		$	2.68		$	67,452		$	1.33
Additions to property and equipment for cash	$	(1,346	)	$	(0.03	)	$	(248	)	$	—	$	(10,268	)	$	(0.20	)	$	(606	)	$	(0.01	)
Non-GAAP Free Cash Flow per Share	$	35,383		$	0.68		$	19,211		$	0.38	$	127,337		$	2.48		$	66,846		$	1.32

EX-99.2

1 28-75-124 196-18-48 Review of Fourth Quarter & FY’13 Results Matthew M. Mannelly, CEO Ronald M. Lombardi, CFO May 16, 2013 Exhibit 99.2

2 This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements about the Company’s growth strategies, investments in advertising and promotion, competitive position and strategies, product development and acquisitions, leverage, capital expenditures, creation of shareholder value, successful integration of acquired brands, debt reduction, growth and future financial performance. Words such as "continue," "will," "believe," “intend,” “expect,” “anticipate,” “plan,” “potential,” “estimate,” “may,” “should,” “could,” “would,” and similar expressions identify forward-looking statements. Such forward-looking statements represent the Company’s expectations and beliefs and involve a number of known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include, among others, the failure to successfully integrate the GSK brands or other future acquisitions, the failure to successfully commercialize new and enhanced products, the Company’s inability to rapidly deleverage, the effectiveness of the Company’s advertising and promotions investments, the severity of the cold/cough season, the effectiveness of the Company’s marketing and distribution infrastructure, and other risks set forth in Part I, Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended March 31, 2012 and Part II, Item 1A in the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2012. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this presentation. Except to the extent required by applicable securities laws, the Company undertakes no obligation to update any forward-looking statement contained herein, whether as a result of new information, future events, or otherwise. Safe Harbor Disclosure

3 Q2 FY2013: Performance Highlights Q4 & Full Year FY’13: Financial Overview Prestige’s Strategy: Delivering Results; Poised for Continued Success 1 2 3 Agenda 4 FY’13: Performance Highlights

4 OTC M&A Focus Strong FCF Resulting in Debt Reduction Drive Core OTC Growth  A&P Driven Growth for Core OTC Brands  Investment in Multi-Year New Product Development Pipeline  Select investment in Other Brands  High Conversion of EBITDA to Free Cash Flow  Free Cash Flow Used for Rapid Debt Pay Down  Significant Tax Shield Incremental to Free Cash Flow Generation  Proven M&A Competency  Rapid Integration Expertise  Demonstrated Value Creation Formula Prestige Brands: Delivering Value Now and Into the Future Through a Proven Shareholder Value Creation Framework Leverage Ratio

5  Excellent financial performance for the quarter − Q4 consolidated net revenue of $154.5 million, up 15.3% − Adjusted EPS(1) of $0.36, up 38.5% versus prior year corresponding quarter − Cash flow from Operations of $36.7(5) million − Debt paydown of ~$30 million in Q4 − Leverage ratio(2) reduced to ~4.25x, down from ~5.25x at the time of the GSK acquisition  Brand building strategy continues to deliver organic growth for core OTC brands − Core OTC organic net revenue growth of 9.3% for Q4 − Core OTC consumption growth continues to exceed category growth; Up 6.4% in L-12 weeks compared to category growth of 5.1%(3)(4)  Solid financial performance oriented towards sustained value creation Notes: (1) This non-GAAP financial measure is reconciled to its most closely related GAAP financial measure in our earnings release in the “About Non-GAAP Financial Measures” section. Adjusted EPS is also reconciled to reported EPS on slide 15. (2) Leverage ratio reflects net debt / covenant defined EBITDA. (3) IRI multi-outlet retail dollar sales for the period ending 3/24/13 (4) Excludes impact of re-introduction of the Excedrin brand which accounted for 75% of growth in Internal Analgesics for the 12 weeks ended 3/24/13 (5) Cash flow from operations is reconciled to Reported Net Income on slide 16. Fourth Quarter Highlights: Delivering Against Stated Strategy

6 (1) Includes GSK Core Brands Strong Core OTC Organic Revenue Growth PBH Core Cough/Cold Core OTC Non-Cough/Cold Core OTC 3.7% 7.8% 16.7% 4.4% (6.2%) 6.3% 3.2% (1.2%) Timing Impact of Cough/Cold Shipments 11.3% 4.8% 9.3% (1) 5.9%

7 Consistent Category Outperformance and Market Share Gains Category Source: Latest 12-week IRI multi-outlet retail dollar sales growth for relevant quarter. Note: Data reflects retail dollar sales percentage growth versus prior period. (1) Excludes impact of re-introduction of the Excedrin brand which accounted for 75% of growth in Internal Analgesics for the 12 weeks ended 3/24/13 Prestige Core OTC Re la tiv e Con s umptio n G ro w th M a rk et Sh a re G a in +8.3 pts. +9.0 pts. +0.6 pts. +0.6 pts. +0.3 pts. +3.7 pts. (1) +0.4 pts. +5.4 pts. +0.1 pts. +1.3 pts.

8 Digital Initiatives Have Become a More Important Element in our Marketing Mix Brings PBH brands to the top of the list when searching key words “best tasting throat drops” = Revamped Product Websites and Blogs  Digital Marketing at Prestige is the fastest-growing segment of our marketing plans, growing from 0% to > 10% of A&P in the past 3 years  Digital Marketing at Prestige includes social media, Search Engine Optimization, and mobile apps that help connect people to our brands and build relationships with customers Search Engine Optimization (“SEO”) Social Media (Facebook)

9 11 Brands Have Digital Initiatives Digital for Core Brands Digital for Non-Core Brands An excellent vehicle for these types of brands, which enables us to convey messages to large numbers of consumers effectively and efficiently A complementary tool to traditional marketing & advertising, and a key tactic to connect effectively with today’s consumers

10 FY’13 Objectives: Exceeded Expectations  Successfully integrate and transition the acquired brands Exceeded Expectations Exceeded Expectations Active Exceeded Expectations Exceeded Expectations Active  Continue to participate in OTC M&A activity as part of on-going portfolio optimization  Develop long-term potential of acquired GSK brands through tested brand investment strategy  Deliver FY’13 Adjusted EPS of $1.22 - $1.32, up ~23% to ~33% versus FY’12 EPS, respectively  Maintain strong financial performance while investing for future value creation  Continue the strategic course in the transformation process…”it’s a marathon, not a sprint”

11 Q4 FY’13: Performance Highlights Q1 FY2013: Financial Overview Prestige’s Strategy: Delivering Results; Poised for Continued Success 1 2 3 Agenda 4 and Full Year FY’13: Financial Overview

12 Q4 Summary Financial Performance Dollar values in millions, except per share data Notes: (1) These non-GAAP financial measures are reconciled to their most closely related GAAP financial measures in our earnings release in the “About Non-GAAP Financial Measures” section. Adjusted EPS is also reconciled to reported EPS on slide 15. (2) Adjusted cash flow from operations is reconciled to reported Net Income on slide 16. Q4 FY’13 Q4 FY’12 $154.5 $53.5 $0.36 $36.7 $38.4 $134.0 $40.9 $0.26 +15.3% +30.8% +38.5% (4.4%) (1) (1) Cash Flow from Operations – Adjusted(1)(2)

13  Net Revenue grew by ~$21 million, or 15.3%, over year ago, driven by the strong performance of our Core OTC brands – Core Organic OTC growth of 9.3% – Total Organic growth of 3.0%  Adjusted gross margin expanded by 4.5 pts. due to higher proportion of Revenue from OTC, including impact of GSK brands  A&P growth of 25.4% consistent with stated investment levels to drive core OTC growth  G&A as a percentage of Revenue decreased by 0.8 pts., to 7.3% of Revenue  Adjusted earnings per share growth of 38.5% Q4 Consolidated Financial Summary Dollar values in millions, except per share data Notes: Adjusted figures represent non-GAAP financial measures and are reconciled to their most closely related GAAP financial measures in our earnings release in the “About Non-GAAP Financial Measures” section. Adjusted Net Income and Adjusted EPS are also reconciled on slide 15. Q4 FY’13 Comments Q4 FY'13 Q4 FY'12 % Chg Revenue 154.5$ 134.0$ 15.3% Adj. Gross Margin 88.1 70.3 25.2% % Revenue 57.0% 52.5% A&P 23.3 18.5 25.4% % Revenue 15.1% 13.8% G&A 11.4 10.9 4.6% % Revenue 7.3% 8.1% Adjusted EBITDA 53.5$ 40.9$ 30.8% % Margin 34.6% 30.5% D&A 3.3 3.1 7.6% % Revenue 2.1% 2.3% Adj. Operating Income 50.2 37.8 32.7% % Revenue 32.5% 28.2% Adjusted Net Income 18.6$ 12.8$ 45.2% Adjusted Earnings P r Shar 0.36$ 0.26$ 38.5% Earnings Per Sha - As Reported 0.37$ 0.00$ nmf Net Income - As Reported 19.3$ 0.0$ nmf

14  Adjusted Net Revenue grew by $182.9 million, or 41.5%, over year ago, driven by core OTC growth and acquisition of GSK brands(1) – 5.9% growth in PBH and GSK Total core OTC brands – 1.4% total PBH and GSK organic growth  Adjusted gross margin expanded by 4.6 pts. due to higher proportion of Revenue from OTC, including impact of GSK brands  A&P growth of 58.6% consistent with stated investment levels to drive Revenue growth  G&A as a percentage of Revenue decreased by 1.3 pts., to 7.2% of Revenue  Adjusted earnings per share growth of 51.5% Full Year FY’13 Consolidated Financial Summary Dollar values in millions, except per share data Notes: Adjusted figures represent non-GAAP financial measures and are reconciled to their most closely related GAAP financial measures in our earnings release in the “About Non-GAAP Financial Measures” section. Adjusted Net Income and Adjusted EPS are also reconciled on slide 15. (1) Reported net revenue for FY’13 was $623.6 million. Adjusted net revenue for FY’13 was $624.0 million and is a Non-GAAP financial measure which excludes transition related slotting costs of ~$400k. FY’13 Comments FY'13 FY'12 % Chg Adjusted Net Revenue(1) 624.0$ 441.1$ 41.5% Adj. Gross Margin 353.3 229.2 54.2% % Revenue 56.6% 52.0% A&P 90.6 57.1 58.6% % Revenue 14.5% 13.0% G&A 45.1 37.6 19.8% % Revenue 7.2% 8.5% Adjusted EBITDA 217.6$ 134.5$ 61.8% % Margin 34.9% 30.5% D&A 13.2 10.7 23.3% % Revenue 2.1% 2.4% Adj. Operating Income 204.4 123.8 65.2% % Revenue 32.8% 28.1% Adjusted Net Incom 77.1$ 50.2$ 53.8% Adjusted Earnings Per Share 1.50$ 0.99$ 51.5% Earnings Per Sha - As Reported 1.27$ 0.73$ 74.0% Net Income - As Reported 65.5$ 37.2$ 76.1%

15 3 Months Ended 3 Months Ended 12 Months Ended 12 Months Ended Q4 FY'13 Q4 FY'12 Q4 FY'13 Q4 FY'12 Net Income EPS Net Income EPS Net Income EPS Net Income EPS As Reported 19.3$ 0.37$ (0.0)$ -$ 65.5$ 1.27$ 37.2$ 0.73$ Adjustments: Loss on Extinguishment of Debt 1.4 0.03 5.4 0.11 1.4 0.03 5.4 0.11 Gain on Settlement - - - - - - (5.1) (0.10) Legal & Professional Fees - - 9.9 0.19 0.6 0.01 15.5 0.30 Transition Costs Associated with GSK - - 5.4 0.11 11.9 0.23 5.4 0.11 - - Increased Deferred Financing Amortization - - - - 7.7 0.15 - - Tax Impact of State Rate Adjustments (1.7) (0.03) - - (1.7) (0.03) (0.2) (0.00) Tax Impact of Adjustments (0.4) (0.01) (7.9) (0.15) (8.3) (0.16) (8.0) (0.16) Total Adjustments (0.7) (0.01) 12.8 0.26 11.6 0.23 13.0 0.26 Adjusted 18.6$ 0.36$ 12.8$ 0.26$ 77.1$ 1.50$ 50.2$ 0.99$ Q4 FY’13 and Full Year FY’13 Net Income and EPS Reconciliation Dollar values in millions, except per share data (1) These Non-GAAP financial measures are being reconciled to their reported GAAP amounts. For further information about non-GAAP financial measures, refer to our earnings release in the “About Non-GAAP Financial Measures” section. (2) $7.7 million of incremental non-cash deferred financing amortization to reflect accelerated paydown of the term loan primarily in Q3. Q4 FY’13 FY’13 (1) (2)

16 YTD FY’13 Cash Flow from Operations Cash Flow Comments Dollar values in millions (1) Leverage ratio reflects net debt / covenant defined EBITDA. Debt Profile & Financial Compliance:  Total Net Debt at 3/31/13 of $962 million comprised of: – Cash on hand of $16 million – $445 million of term loan – $500 million of bonds – $33 million of revolver  Paid down ~$30 million of debt in Q4  Leverage ratio(1) of ~4.25x down from ~5.25x immediately following GSK acquisition – 3.25x cushion to covenant max of 7.50x  Refinanced term loan and meaningfully reduced effective interest rate  Full year cash flow from operations of ~$138 million, up from prior estimate of $120 million Q4 FY'13 Q4 FY'12 FY'13 FY'12 Net Income - As Reported 19.3$ (0.0)$ 65.5$ 37.2$ Depreciation & Amortization 3.3 3.1 13.2 10.7 Other Non-Cash Operating Items 14.2 13.7 46.3 24.9 Working Capital (0.1) 2.7 12.6 (5.4) Cash Flow from Operations - As Reported 36.7$ 19.5$ 137.6$ 67.5$ GSK Acquisition Related Items - 18.9 - 15.1 Cash Flow from Operations - Adjusted 36.7$ 38.4$ 137.6$ 82.6$

17 Q4 FY’13: Performance Highlights Q4 and Full Year FY’13: Financial Overview Prestige’s Strategy: Delivering Results; Poised for Success 1 2 3 Agenda ’ lt ; r Continued Success

18  Strong FY 13 Results: Continue to build a solid foundation  Proven strategy and management team in place for long-term value creation  FY 14 Focus  Continue brand-building through new marketing campaigns (including Clear Eyes, BC, Goody’s, Beano)  Deeper engagement with consumer through Digital and Sports Marketing Assets  Execute key new product launches as well as pipeline development  Fiber Choice Fruity Bites  BC Cherry  FY 14 Challenges  Manage pediatrics in marketplace in light of returning brands and their investments  Based on very strong FY 13 Q4 cough/cold season, manage FY 14 Q1 and Q4 accordingly  It’s a Marathon, not a Sprint  Current strategy has yielded strong results through FY13  FY 14:  Continue the course in transitional marketplace (returning brands, competitive spending, category dynamics)  Strong Core OTC growth combined with Phazyme sale and impact of returning brands will yield flat to 1% growth  Manage for Today, Lead for Tomorrow Solid Outlook for FY’2014 and Beyond

19 Webcast is accessible via the Investor Relations section of our website, http://prestigebrands.com. Choose the “Click Here for Access” hyperlink and register for access. Investor Day is May 22nd at 10:30 am ET

20 28-75-124 196-18-48 May 16, 2013