PRESTIGE CONSUMER HEALTHCARE INC.
10-Ks and 10-Qs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
|
|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MARCH 31, 2012
|
OR
|
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO ______
|
Commission File Number: 001-32433
PRESTIGE BRANDS HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
|
20-1297589
(I.R.S. Employer Identification No.)
|
|
90 North Broadway
Irvington, New York 10533
(914) 524-6810
|
||
|
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
Title of each class:
|
|
Name of each exchange on which registered:
|
|
Common Stock, par value $.01 per share
|
|
New York Stock Exchange
|
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
o
No
x
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
o
No
x
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes
x
No
o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes
o
No
o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
o
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
|
Large accelerated filer
|
o
|
Accelerated filer
|
x
|
Non-accelerated filer
|
o
|
Smaller reporting company
|
o
|
|||
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
o
No
x
The aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the Registrant’s most recently completed second fiscal quarter ended September 30, 2011 was $453.0 million.
As of April 30, 2012, the Registrant had 50,465,933 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s Definitive Proxy Statement for the
2012
Annual Meeting of Stockholders (the “
2012
Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent described herein.
TABLE OF CONTENTS
|
|
|
|
|
|
|
Page
|
|
Part I
|
|
|
|
Item 1.
|
Business
|
|
|
Item 1A.
|
Risk Factors
|
|
|
Item 1B.
|
Unresolved Staff Comments
|
|
|
Item 2.
|
Properties
|
|
|
Item 3.
|
Legal Proceedings
|
|
|
Item 4.
|
Mine Safety Disclosures
|
|
|
|
|
|
|
Part II
|
|
|
|
Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
|
Item 6.
|
Selected Financial Data
|
|
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
|
|
Item 9A.
|
Controls and Procedures
|
|
|
Item 9B.
|
Other Information
|
|
|
|
|
|
|
Part III
|
|
|
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
|
|
Item 11.
|
Executive Compensation
|
|
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
|
|
Item 14.
|
Principal Accountant Fees and Services
|
|
|
|
|
|
|
Part IV
|
|
|
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
|
|
|
|
|
|
|
TRADEMARKS AND TRADE NAMES
|
|
|
|
Trademarks and trade names used in this Annual Report on Form 10-K are the property of Prestige Brands Holdings, Inc. or its subsidiaries, as the case may be. We have italicized our trademarks or trade names when they appear in this Annual Report on Form 10-K.
|
|
Note About Forward-Looking Statements
Certain statements in this report, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this Annual Report on Form 10-K, including without limitation, in the following sections: “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. A detailed discussion of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements is included in the section entitled “Risk Factors” (in Part I, Item 1A of this Annual Report on Form 10-K). We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.
Overview
Unless otherwise indicated by the context, all references in this Annual Report on Form 10-K to “we”, “us”, “our”, “Company” or “Prestige” refer to Prestige Brands Holdings, Inc. and our subsidiaries. Similarly, reference to a year (e.g., “
2012
”) refers to our fiscal year ended March 31 of that year.
We sell well-recognized, brand name Over-the-Counter (“OTC”) Healthcare and Household Cleaning products largely in North America. We use the strength of our brands, our established retail distribution network, a low-cost operating model and our experienced management team to our competitive advantage in these categories. Our ultimate success is dependent on several factors, including our ability to:
|
•
|
Develop effective sales, advertising and marketing programs;
|
|
•
|
Integrate our acquired brands;
|
|
•
|
Grow our existing product lines;
|
|
•
|
Develop innovative new products;
|
|
•
|
Respond to the technological advances and product introductions of our competitors; and
|
|
•
|
Continue to grow our presence in the United States and international markets.
|
2012 Acquisitions
In 2012, we acquired 17 brands, which we believe are key to our growth strategy in the OTC Healthcare category and complementary to our existing OTC Healthcare brands. On January 31, 2012, we completed the acquisition of 15 North American OTC Healthcare brands, including the related contracts, trademarks and inventory from GlaxoSmithKline plc (“GSK”) and its affiliates (the “GSK Brands I”) for $615.0 million in cash, subject to a post-closing inventory and apportionment adjustment. The GSK Brands I include
BC®
,
Goody's®
and
Ecotrin®
brands of pain relievers;
Beano®
,
Gaviscon®
,
Phazyme®
,
Tagamet®
and
Fiber Choice®
gastrointestinal brands; and the
Sominex®
sleep aid brand. On March 30, 2012, we completed the acquisition of the
Debrox®
and
Gly-Oxide®
brands in the United States from GSK (the “GSK Brands II”), including the related contracts, trademarks and inventory, for $45.0 million in cash, subject to a post-closing inventory adjustment.
2011 Acquisitions
In 2011, we acquired six brands, which we believe are also key to our growth strategy in the OTC Healthcare category and complementary to our existing OTC Healthcare brands. On November 1, 2010, we acquired 100% of the capital stock of Blacksmith
1
Brands Holdings, Inc. (“Blacksmith”), which owned five brands;
Efferdent®, Effergrip®, PediaCare®, Luden's®
and
NasalCrom®
. On January 6, 2011, we completed the acquisition of certain assets comprising the
Dramamine®
brand in the United States.
Major Brands
Our major brands, set forth in the table below, have strong levels of consumer awareness and retail distribution across all major channels. These brands accounted for approximately 92.0%, 93.0%, and 97.0% of our net revenues for 2012, 2011 and 2010, respectively.
|
Major Brands
|
Market
Position
(1)
|
Market Segment
(2)
|
Market
Share
(3)
(%)
|
ACV
(4)
(%)
|
||||
|
Over-the-Counter Healthcare:
|
|
|
|
|
||||
|
Chloraseptic®
|
#1
|
Sore Throat Liquids/Lozenges
|
42.8
|
87.9
|
||||
|
Clear Eyes®
|
#2
|
Eye Allergy/Redness Relief
|
17.2
|
88.1
|
||||
|
Compound W®
|
#2
|
Wart Removal
|
35.9
|
91.8
|
||||
|
Dramamine®
|
#1
|
Motion Sickness
|
37.4
|
94.4
|
||||
|
Efferdent®
|
#2
|
Denture Cleanser Tablets
|
30.3
|
93.9
|
||||
|
Little Remedies®
|
#4
|
Pediatric Healthcare
|
5.2
|
85.0
|
||||
|
Luden's®
|
#3
|
Cough Drops
|
6.7
|
96.8
|
||||
|
PediaCare®
|
#3
|
Pediatric Healthcare
|
5.5
|
87.5
|
||||
|
The Doctor’s® NightGuard®
|
#2
|
Bruxism (Teeth Grinding)
|
29.6
|
31.2
|
||||
|
The Doctor’s® Brushpicks®
|
#2
|
Disposable Dental Picks
|
15.9
|
44.4
|
||||
|
BC®/Goody's®
|
#1
|
Analgesic Powders
|
98.3
|
61.5
|
||||
|
Beano®
|
#1
|
Gas Prevention
|
86.7
|
90.6
|
||||
|
Debrox®
|
#1
|
Ear Drops/Treatments
|
28.3
|
89.4
|
||||
|
Gaviscon
® (5)
|
#2
|
Upset Stomach Remedies
|
15.8
|
95.0
|
||||
|
Dermoplast®
|
#3
|
Pain Relief Sprays
|
15.0
|
61.0
|
||||
|
Murine®
|
#2
|
Personal Ear Care/Ear Drops & Treatments
|
10.1
|
67.4
|
||||
|
New-Skin®
|
#1
|
Liquid Bandages
|
56.3
|
84.8
|
||||
|
Wartner®
|
#3
|
Wart Removal
|
3.9
|
29.2
|
||||
|
Household Cleaning:
|
|
|
|
|
||||
|
Chore Boy®
|
#2
|
Soap Free Metal Scrubbers
|
22.2
|
30.9
|
||||
|
Comet®
|
#2
|
Abrasive Tub and Tile Cleaner
|
32.8
|
98.8
|
||||
|
Spic and Span®
|
#6
|
Dilutable All Purpose Cleaner
|
3.0
|
51.5
|
||||
|
(1)
|
We have prepared the information included in this Annual Report on Form 10-K with regard to the market share and ranking for our brands based in part on data generated by SymphonyIRI Group, Inc., an independent market research firm (“IRI”). IRI reports retail sales data in the food, drug and mass merchandise markets. However, IRI data does not include Walmart point of sale data, as Walmart ceased providing sales data to the industry in 2001. Although Walmart represents a significant portion of the mass merchandise market for us, as well as our competitors, we believe that Walmart's exclusion from the data analyzed by the Company above does not significantly change our market share or ranking relative to our competitors.
|
|
(2)
|
“Market segment” is defined by us and is either a standard IRI category or a segment within a standard IRI category and is based on our product offerings and the categories in which we compete.
|
|
(3)
|
“Market share” is based on sales dollars in the United States, as calculated by IRI for the 52 weeks ended March 18, 2012.
|
2
|
(4)
|
“ACV” refers to the All Commodity Volume Food Drug Mass Index, as calculated by IRI for the 52 weeks ended March 18, 2012. ACV measures the ratio of the weighted sales volume of stores that sell a particular product to all the stores that sell products in that market segment generally. For example, if a product is sold by 50% of the stores that sell products in that market segment, but those stores account for 85% of the sales volume in that market segment, that product would have an ACV of 85%. We believe that a high ACV evidences a product’s attractiveness to consumers, as major national and regional retailers will carry products that are attractive to their customers. Lower ACV measures would indicate that a product is not as available to consumers because the major retailers generally would not carry products for which consumer demand may not be as high. For these reasons, we believe that ACV is an important measure for investors to gauge consumer awareness of the Company’s product offerings and of the importance of those products to major retailers.
|
|
(5)
|
Gaviscon
is distributed by us in Canada only and the market information was obtained from an independent third party market research firm.
|
Our products are sold through multiple channels, including mass merchandisers and drug, grocery, dollar and club stores, which reduces our exposure to any single distribution channel.
We have developed our brand portfolio through the acquisition of strong and well-recognized brands from larger consumer products and pharmaceutical companies, as well as growth brands from smaller private companies. While the brands we have purchased from larger consumer products and pharmaceutical companies have long histories of support and brand development, we believe that at the time we acquired them they were considered “non-core” by their previous owners. Consequently, these brands did not benefit from the focus of senior level personnel or strong marketing support. We also believe that the brands we have purchased from smaller private companies were constrained by the limited financial resources of their prior owners. After adding a brand to our portfolio, we seek to increase its sales, market share and distribution in both new and existing channels through our established retail distribution network. We pursue this growth through increased advertising and promotion, new sales and marketing strategies, improved packaging and formulations and innovative new products. Our business, business model, competitive strengths and growth strategy face various risks that are described in “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K.
Genomma Labs Proposal
On February 21, 2012, Genomma Lab Internacional, S.A.B. de C.V. (“Genomma”) made a highly conditional unsolicited, non-binding proposal to acquire all of the Company's common stock at a price of $16.60 per share. After careful review of Genomma's proposal, and with the assistance of its financial and legal advisors, the Company's Board of Directors unanimously determined that Genomma's proposed price was inadequate and the proposal was not in the best interests of the Company and its stockholders.
On March 15, 2012, Genomma announced its intention to nominate a slate of five nominees for election to the Board at the Annual Meeting of Stockholders and to present a proposal to repeal certain bylaws at the Annual Meeting. On May 3, 2012, Genomma announced that it had withdrawn its proposal to acquire the Company's common stock. On May 10, 2012, Genomma advised the Company that it had withdrawn its (i) slate of nominees for election to the Company's Board and (ii) proposal to repeal certain bylaws of the Company.
Competitive Strengths
Diversified Portfolio of Well-Recognized and Established Consumer Brands
We own and market well-recognized consumer brands, many of which were established over 60 years ago. Our diverse portfolio of products provides us with multiple sources of growth and minimizes our reliance on any one product or category. Our five legacy core OTC Healthcare brands are
Chloraseptic
,
Clear Eyes
,
Compound W
,
Little Remedies
and
The Doctor's
. As a result of our fiscal 2011 acquisitions, we added four brands to our core OTC Healthcare brands (
Efferdent
,
Pediacare
,
Luden's
, and
Dramamine
). In fiscal 2012 we added five brands to our core OTC Healthcare brands (
BC
,
Goody's
,
Beano
,
Gaviscon
and
Debrox
). We provide significant marketing support to our core brands that is designed to enhance our sales growth and our long-term profitability. The markets in which we sell our products, however, are highly competitive and include numerous national and global manufacturers, distributors, marketers and retailers. Many of these competitors have greater research and development and financial resources than us and may be able to spend more aggressively on sales, advertising and marketing programs and research and development, which may have an adverse effect on our competitive position.
Strong Competitor in Attractive Categories
We compete in product categories that address recurring consumer needs. We believe we are well positioned in these categories due to the long history and consumer awareness of our brands, our strong market positions and our low-cost operating model. However, a significant increase in the number of product introductions or increased advertising, marketing and trade
3
support by our competitors in these markets could have a material adverse effect on our business, financial condition and results from operations.
Proven Ability to Develop and Introduce New Products
We focus our marketing and product development efforts on the identification of under-served consumer needs, the design of products that directly address those needs and the ability to extend our highly recognizable brand names to other products. In an example of this philosophy, in 2012, we launched four new
PediaCare
Infant Formula products,
PediaCare
24 Hour Allergy Relief,
Dramamine
for Kids,
Efferdent
Crystals,
Efferdent
PM
overnight denture cleanser, and
Comet
Stainless Steel. In 2011, we launched
Little Fevers
® Fever Reducer and
Little Colds
® Honey Elixir under our
Little
Remedies
line in addition to
Clear Eyes
Cooling Comfort Redness Relief and Itchy Eye Relief
.
In 2010, we restaged our entire
Chloraseptic
lozenge product line with a new soothing liquid center formula. Although line extensions and new product introductions are important to the overall growth of a brand, our efforts may reduce sales of existing products within that brand. In addition, certain of our product introductions may not be successful and may be discontinued in the future.
Efficient Operating Model
To gain operating efficiencies, we oversee the production planning and quality control aspects of the manufacturing, warehousing and distribution of our products, while we outsource the operating elements of these functions to well-established third-party providers. This approach allows us to benefit from their core competencies and maintain a highly variable cost structure, with low overhead, limited working capital requirements and minimal investment in capital expenditures as evidenced by the following:
|
|
Gross
Margin %
|
G&A %
To Total Revenues
|
CapEx %
To Total Revenues
|
|
2012
|
51.6
|
12.9
|
0.1
|
|
2011
|
50.8
|
12.5
|
0.2
|
|
2010
|
52.4
|
11.7
|
0.2
|
In 2012, our gross margin percentage increased 80 basis points due primarily to the brands we acquired in the GSK Brands I acquisition as such brands have higher gross margins. In 2011, our gross margin percentage decreased 160 basis points due primarily to the brands we acquired in the Blacksmith acquisition as such brands have higher costs to produce. General and administrative costs, as a percentage of total revenues, increased 40 basis points in 2012 versus 2011, primarily as a result of costs associated with the acquisition of GSK Brands I. General and administrative costs, as a percentage of total revenues, increased 80 basis points in 2011 versus 2010, primarily as a result of costs associated with the Blacksmith and
Dramamine
acquisitions.
Management Team with Proven Ability to Acquire, Integrate and Grow Brands
Our business has grown through acquisition, integration and expansion of the many brands we have purchased. Our management team has significant experience in consumer product marketing, sales, legal and regulatory compliance, product development and customer service. Unlike many larger consumer products companies, which we believe often entrust their smaller brands to successive junior employees, we dedicate experienced managers to specific brands. We seek more experienced personnel to bear the substantial responsibility of brand management and to effectuate our growth strategy. These managers nurture the brands to allow the brands to grow and evolve.
Growth Strategy
In order to continue to enhance our brands and drive growth we focus our growth strategy on our core competencies:
|
•
|
Effective Marketing and Advertising;
|
|
•
|
Sales Excellence;
|
|
•
|
Extraordinary Customer Service; and
|
|
•
|
Innovation and Product Development.
|
We execute this strategy through the following efforts:
|
•
|
Investments in Advertising and Promotion
|
We invest in advertising and promotion to drive the growth of our core brands. Our marketing strategy is focused primarily
4
on consumer-oriented programs that include media advertising, targeted coupon programs and in-store advertising. While the absolute level of marketing expenditures differs by brand and category, we have often increased the amount of investment in our brands after acquiring them. For example, in 2011, after acquiring
Efferdent, Effergrip, PediaCare, Luden's, NasalCrom
and
Dramamine
, we spent approximately 28.4% of the revenues associated with these combined brands in order to drive future growth. In 2012, the advertising and promotion spend related to these brands was 16.0% of revenue. Additionally, advertising and promotion spend for our five legacy core OTC Healthcare products was approximately 15.0% and 15.8% of revenue in 2012 and 2011, respectively.
Similarly on the core brands acquired from GSK, we expect to spend in 2013 at levels above our spending on our legacy core OTC Healthcare products. Given the competition in our industry and the contraction of the U.S. economy, there is a risk that our marketing efforts may not result in increased sales and profitability. Additionally, no assurance can be given that we can maintain any increased sales and profitability levels once attained.
|
•
|
Growing our Categories and Market Share with Innovative New Products
|
One of our strategies is to broaden the categories in which we participate and increase our share within those categories through ongoing product innovation. In 2012, we launched four new
PediaCare
Infant Formula products,
PediaCare
24 Hour Allergy Relief,
Dramamine
for Kids,
Efferdent
Power Clean Crystals,
Efferdent PM,
and
Luden's
with Vitamin C,
Clear Eyes
All Season Outdoor Eye Drop,
New Skin
Anti-Chafing Spray and
Comet
Stainless Steel Cleanser line. In addition, we introduced a new AccuSafe® dosing system across our
Little Remedies
and
PediaCare
infant analgesics products. In 2011, we launched
Little Fevers
Fever Reducer and
Little Colds
Honey Elixir under our
Little Remedies
line in addition to
Clear Eyes
Cooling Comfort Redness Relief and Itchy Eye Relief. In 2010, we restaged the
Chloraseptic
solid lozenge product line and introduced a soothing liquid center lozenge. While there is always a risk that sales of existing products may be reduced by new product introductions, our goal is to grow the overall sales of our brands.
|
•
|
Increasing Distribution Across Multiple Channels
|
Our broad distribution base attempts to ensure that our products are well positioned across all available channels and that we are able to participate in changing consumer retail trends. In an effort to ensure continued sales growth, we have altered our focus by expanding our reliance on direct sales while reducing our reliance on brokers. We believe this philosophy allows us to better:
•
Know our customer;
•
Service our customer; and
•
Support our customer.
While we make great efforts to both maintain our customer base and grow in new markets, there is a risk that we may not be able to maintain or enhance our relationships across distribution channels, which could adversely impact our sales, business, financial condition and results from operations.
|
•
|
Growing Our International Business
|
International sales beyond the borders of North America represented 3.5%, 4.2% and 4.3% of revenues in 2012, 2011, and 2010, respectively. We have designed and developed both products and packaging for specific international markets and expect that our international revenues will grow as a percentage of total revenues. In addition to
Clear Eyes
,
Murine
and
Chloraseptic,
which are currently sold internationally, we license a large multinational company to market the
Comet
brand in Eastern Europe. Since a number of our other brands have previously been sold internationally, we seek to expand the number of brands sold through our existing international distribution network and continue to identify additional distribution partners for further expansion into other international markets.
|
•
|
Pursuing Strategic Acquisitions
|
Acquisitions are an important part of our overall strategy for growing revenue. We have a history of growth through acquisition (see "Our History and Accomplishments" below). In 2012, we acquired 17 OTC healthcare brands from GSK. In 2011, we acquired five brands from Blacksmith and acquired
Dramamine.
Prior to these three acquisitions, our last acquisition was the
Wartner
brand of OTC wart treatment products in 2007. While we believe that there will continue to be a pipeline of acquisition candidates for us to investigate, strategic fit and relative cost are of the utmost importance in our decision to pursue such opportunities. We believe our business model allows us to integrate acquisitions in an
5
efficient manner, while also providing opportunities to realize significant cost savings. However, there is a risk that our operating results could be adversely affected in the event we (i) do not realize all of the anticipated operating synergies and cost savings from acquisitions, (ii) do not successfully integrate acquisitions or (iii) pay too much for these acquisitions. In the past, we utilized various debt offerings to help us acquire certain brands or businesses. For example, in 2012, we completed an offering of senior notes, entered into new senior secured term loan and revolving credit facilities and ratably secured our existing senior notes with the new term loan facility. We used the net proceeds from the senior notes offering, together with borrowings under the new senior secured term loan facility, to finance the acquisition of the 17 OTC brands acquired from GSK, to repay our existing senior secured credit facilities, to pay fees and expenses incurred in connection with these transactions and for general corporate purposes. In 2010, we refinanced our long-term debt and significantly improved our liquidity position, debt maturities and covenants, all of which better positioned us to pursue the Blacksmith and
Dramamine
acquisitions and potential future acquisition targets.
Market Position
During 2012, approximately 67.0% of our net revenues were from brands with a number one or number two market position, compared with approximately 73.0% and 76.3% during 2011 and 2010, respectively. These brands were
Chloraseptic
,
Clear Eyes
,
Chore Boy, Comet
,
Compound W
,
The Doctor’s, Murine
and
New-Skin
for each of the above periods as well as
Dramamine
and
Efferdent
in 2011 and 2012 and
BC/Goody's, Beano, Debrox
and
Gaviscon
in 2012.
See “Major Brands” above for information regarding market share and ACV calculations.
Our History and Accomplishments
We were originally formed in 1996 as a joint venture of Medtech Labs and The Shansby Group (a private equity firm), to acquire certain OTC drug brands from American Home Products. Since 2001, our portfolio of brand name products has expanded from OTC brands to include household cleaning products. We have added brands to our portfolio principally by acquiring strong and well-recognized brands from larger consumer products and pharmaceutical companies. In February 2004, GTCR Golder Rauner II, LLC (“GTCR”), a private equity firm, acquired our business from the owners of Medtech Labs and The Shansby Group. In addition, we acquired the
Spic and Span
business in March 2004.
In April 2004, we acquired Bonita Bay Holdings, Inc. (“Bonita Bay”), the parent holding company of Prestige Brands International, Inc., which conducted its business under the “Prestige” name. After we completed the Bonita Bay acquisition, we began to conduct our business under the “Prestige” name as well. The Bonita Bay brand portfolio included
Chloraseptic, Comet, Clear Eyes
and
Murine
.
In October 2004, we acquired the
Little Remedies
brand of pediatric OTC products through our purchase of Vetco, Inc. Products offered under the
Little Remedies
brand included
Little Noses®
nasal products,
Little Tummys®
digestive health products,
Little Colds®
cough/cold remedies and
Little Remedies
New Parents Survival Kit.
In February 2005, we raised $448.0 million through an initial public offering of 28.0 million shares of common stock. We used the net proceeds of the offering ($416.8 million), plus $3.0 million from our revolving credit facility and $8.8 million of cash on hand to (i) repay $100.0 million of our existing senior indebtedness, (ii) redeem $84.0 million in aggregate principal amount of our existing 9.25% senior subordinated notes, (iii) repurchase an aggregate of 4.7 million shares of our common stock held by the investment funds affiliated with GTCR and TCW/Crescent Mezzanine, LLC (“TWC/Crescent”) for $30.2 million, and (iv) redeem all outstanding senior preferred units and class B preferred units of one of our subsidiaries for $199.8 million.
In October 2005, we acquired the
Chore Boy
brand of metal cleaning pads, scrubbing sponges, and non-metal soap pads. The brand has over 84 years of history in the scouring pad and cleaning accessories categories.
In November 2005, we acquired Dental Concepts LLC (“Dental Concepts”), a marketer of therapeutic oral care products sold under
The Doctor’s
brand. The business is driven primarily by two niche segments, bruxism (nighttime teeth grinding) and interdental cleaning. Products marketed under
The Doctor’s
brand include
The Doctor’s NightGuard
Dental Protector, the first Food and Drug Administration (“FDA”) cleared OTC treatment for bruxism, and
The Doctor’s BrushPicks,
disposable interdental toothpicks.
In September 2006, we acquired Wartner USA B.V. (“Wartner”), the owner of the
Wartner
brand of OTC wart treatment products in the U.S. and Canada. The
Wartner
brand, which is the number three brand in the U.S. OTC wart treatment category, has enhanced and we expect will continue to enhance our market position in the category, complementing
Compound W
.
6
On October 28, 2009, we sold our three shampoo brands -
Prell
Shampoo,
Denorex
Dandruff Shampoo and
Zincon
Dandruff Shampoo. The terms of the sale included an upfront receipt of $8.0 million in cash, with a subsequent receipt of $1.0 million on October 28, 2010. We used the proceeds from the sale to reduce outstanding bank indebtedness. The operating results of
Denorex, Prell,
and
Zincon
are presented as discontinued operations in the Consolidated Financial Statements for the year ended March 31, 2010.
In March 2010, we refinanced our outstanding long-term indebtedness through entry into a $150.0 million senior term loan facility due April 1, 2016 (the “2010 Senior Term Loan”), and the issuance of $150.0 million in senior notes with an 8.25% interest rate due 2018. Proceeds from the new indebtedness were used to retire our senior term loan facility originally due April 1, 2011 and 9.25% senior subordinated notes originally due April 15, 2012. Additionally, our new credit agreement included a $30.0 million revolving credit facility due April 1, 2015. The refinancing and new credit facility improved our liquidity, extended maturities and improved covenant ratios, all of which better positioned us to pursue strategic acquisitions.
On September 1, 2010, we sold certain assets related to the
Cutex
nail polish remover brand for $4.1 million. The operating results of
Cutex
are presented as discontinued operations in the Consolidated Financial Statements for the years ended March 31, 2011 and 2010.
On November 1, 2010, we acquired 100% of the capital stock of Blacksmith for $190.0 million in cash, plus a working capital adjustment of $13.4 million. Additionally, we paid $1.1 million on behalf of Blacksmith for the sellers' transaction costs. As a result of this acquisition, we acquired five OTC brands:
Efferdent, Effergrip, PediaCare, Luden's
and
NasalCrom.
In connection with the acquisition of Blacksmith, in November 2010, we (i) executed an Increase Joinder to our existing credit agreement pursuant to which we entered into an incremental term loan in the amount of $115.0 million and increased our revolving credit facility by $10.0 million to $40.0 million; and (ii) issued 8.25% senior notes due 2018 in an aggregate principal amount of $100.0 million. The purchase price was funded from the incremental term loan and the issuance of 8.25% senior notes and cash on hand.
On January 6, 2011, we completed the acquisition of certain assets comprising the
Dramamine
brand in the United States for $77.1 million in cash, including transaction costs incurred in the acquisition of $1.2 million. The purchase price was funded by cash on hand. The
Dramamine
brand is complementary to our existing OTC brands.
On January 31, 2012, we completed the acquisition of the 15 GSK Brands I, including the related contracts, trademarks and inventory for $615.0 million in cash, subject to a post-closing inventory and apportionment adjustment. The GSK Brands I include
BC
,
Goody's
and
Ecotrin
brands of pain relievers;
Beano
,
Gaviscon
,
Phazyme
,
Tagamet
and
Fiber Choice
gastrointestinal brands; and the
Sominex
sleep aid brand. On March 30, 2012, we completed the acquisition of the two GSK Brands II in the United States, including the related contracts, trademarks and inventory, for $45.0 million in cash, subject to a post-closing inventory adjustment. The GSK Brands II include
Debrox
and
Gly-Oxide.
On January 31, 2012, in connection with the completed acquisition of the GSK Brands I, we (i) issued 8.125% senior notes due in 2020 in an aggregate principal amount of $250.0 million (the “2012 Senior Notes”), and (ii) entered into a new senior secured credit facility, which consists of a $660.0 million term loan facility with a seven-year maturity (the “2012 Term Loan”) and a $50.0 million asset-based revolving credit facility with a five-year maturity (the “2012 ABL Revolver”). Additionally, in connection with the entry into the new senior secured credit facilities, we repaid the outstanding balance and terminated our 2010 Senior Term Loan.
Products
We conduct our operations through two principal business segments:
|
•
|
Over-the-Counter Healthcare; and
|
|
•
|
Household Cleaning.
|
Over-the-Counter Healthcare Segment
Our portfolio of OTC Healthcare products includes 14 core brands including four from the GSK acquisition. Our core OTC brands are:
Chloraseptic
sore throat remedies
, Clear Eyes
eye drops
, Compound W
wart removers,
Little Remedies
pediatric healthcare products
, The Doctor’s
brand of oral care products,
Efferdent
and
Effergrip
denture products
, Luden's
cough drops
, PediaCare
pediatric healthcare products,
Dramamine
motion sickness products,
BC
and
Goody's
Analgesic powders,
Beano
gas prevention,
Gaviscon
antacids and
Debrox
ear drops. Our other significant brands include
Dermoplast
first-aid products,
Murine
eye and ear care products
, NasalCrom
allergy relief product
, New-Skin
liquid bandage
,
and
Wartner
wart removers.
In 2012, the OTC Healthcare segment accounted for 78.2% of our net revenues compared to 69.7% and 62.2% in 2011 and 2010, respectively.
7
Chloraseptic
Chloraseptic
was originally developed by a dentist in 1957 to relieve sore throats and mouth pain.
Chloraseptic’s
6 oz. cherry liquid sore throat spray is the number one selling product in the sore throat liquids/sprays segment. The
Chloraseptic
brand has an ACV of 87.9% and is number one in sore throat liquids/lozenges with a 42.8% market share.
Clear Eyes
Clear Eyes
, with an ACV of 88.1%, has been marketed as an effective eye care product that helps take redness away and helps moisturize the eye.
Clear Eyes
is among the leading brands in the OTC personal eye care category. The 0.5 oz. size of
Clear Eyes
redness relief eye drops is the number two selling product in the eye allergy redness relief category and
Clear Eyes
is the number two brand in that category with 17.2% market share.
Compound W
Compound W
has a long heritage, with its wart removal products having been introduced almost 50 years ago.
Compound W
products are specially designed to provide relief from common and plantar warts and are sold in multiple forms of treatment depending on the consumer’s need, including Fast-Acting Liquid, Fast-Acting Gel, One Step Pads for Kids, One Step Pads for Adults and
Freeze Off®
, a cryogenic-based wart removal system. We believe that
Compound W
is one of the most trusted names in wart removal.
Compound W
is the number two wart removal brand in the United States with a 35.9% market share and an ACV of 91.8%.
Dramamine
Dramamine
is the number one brand in the $52.4 million Motion Sickness Tablets category with a 37.4% market share and distribution of over 94.4% ACV. The product line includes a Less Drowsy formula and Chewable form in addition to the top selling
Dramamine
original product.
Efferdent and Effergrip
Efferdent
Denture Cleanser holds a 30.3% share and the number two position in the $75.8 million Denture Cleanser Tablets category. The January 2011 introduction of
Efferdent
PM
extended the brand into the growing overnight cleanser segment.
Efferdent
enjoys distribution of over 93.9% ACV.
Effergrip
denture adhesive competes in the $143.9 million adhesives category and holds a 0.9% share of the market.
Little Remedies
Little Remedies
is a full line of pediatric OTC products that contain no alcohol, saccharin, artificial flavors or coloring dyes including: (i)
Little Noses,
a product line consisting of an assortment of nasal saline products, (ii)
Little Colds,
a product line consisting of a multi-symptom cold relief formula, sore throat relief products, a cough relief formula, a decongestant and a combined decongestant plus cough relief formula, (iii)
Little Tummys
, a product line consisting of gas relief drops, laxative drops and gripe water, an herbal supplement used to ease discomfort often associated with colic and hiccups, and (iv)
Little Teethers
, a product line offering teething relief.
Luden's
Luden's
throat drops heritage spans more than 120 years. Among the fastest growing brands in the $338.3 million cough drops category,
Luden's
has a 6.7% share of the market and distribution of more than 96.8% ACV.
Luden's
Wild Cherry is the number one selling item in the cough drop category, and a Sugar Free line extension was launched in 2011.
PediaCare
PediaCare
is a full line of pediatric multi-symptom cough, cold and allergy products. In 2011, the brand launched a comprehensive line of pain relievers and fever reducers for both children and infants in addition to a new 24 Hour Allergy Relief offering.
PediaCare
currently holds a 5.5% share of the market and the number three position in the $661.0 million Pediatric Healthcare market. All
PediaCare
products combined have distribution of 87.5% ACV.
The Doctor’s
The Doctor’s
is a line of products designed to help consumers maintain good oral hygiene in between dental office visits. The market is driven primarily by two niche segments: bruxism (nighttime teeth grinding) and interdental cleaning.
The Doctor’s NightGuard
dental protector was the first FDA cleared OTC treatment for bruxism.
BC/Goody's
BC
and
Goody's
compete in the $1,970.8 million Adult Analgesic category (FDMx). They are the number one OTC pain relievers in a powder form. Developed in the Southeast region over 80 years ago, their unique form delivers fast pain relief. The combined brands have a 1.7% share in FDMx nationally, but are the number one adult analgesic in Southeast Convenience stores (AC Nielsen).
BC
is available in Original and Arthritis formulas.
Goody's
includes Extra Strength, Back & Body, PM and Cool Orange.
8
Beano
Beano
commands over 85.0% of the gas prevention segment and the number one overall position in the $168.1 million anti-gas category. The product is formulated with a unique digestive enzyme that works naturally with the body to prevent gas symptoms before they start. In 2010, the brand developed a proprietary delivery system and launched
Beano
Meltaways, a dissolvable tablet that fills the consumer need for a more discreet way to manage the condition.
Beano
enjoys distribution across the food, drug, mass merchandiser and wholesale club channels.
Debrox
Debrox
is the number one brand of OTC ear wax removal aids, with a 28.3% share of the ear drops and treatments category. The product line consists of two sale items: an ear wax removal kit containing liquid drops and an ear washer bulb, and a second item containing just the liquid drops as a refill. With
Debrox
, consumers have a safe, gentle method for removing ear wax build up while in the privacy of their homes.
Debrox
is the number one trusted brand with doctors and pharmacists, and is their number one choice for a recommended treatment to their patients with ear wax build up.
Gaviscon
Gaviscon
is currently the number two brand in the $136.5 million Canadian upset stomach remedy category with a 15.8% market share. The brand grew more than 14.0% in 2011.
Gaviscon's
success is attributed to a differentiated method of action versus traditional antacid products, as it creates a foam barrier to inhibit stomach acid from backing up into the esophagus.
Gaviscon
is widely distributed throughout Canadian food, drug, mass merchandise and wholesale clubs.
Household Cleaning Segment
Our portfolio of Household Cleaning brands includes the
Chore Boy, Comet
and
Spic and Span
brands. During 2012, the Household Cleaning segment accounted for 21.8% of our revenues, compared with 30.3% and 37.8% in 2011 and 2010, respectively.
Chore Boy
Chore Boy
scrubbing pads and sponges were initially launched in the 1920s. Over the years, the line has grown to include metal and non-metal scrubbers that are used for a variety of household cleaning tasks.
Chore Boy
products are currently sold in food and drug stores, mass merchandisers, and in hardware and convenience stores.
Comet
Comet
was originally introduced in 1956 and is one of the most widely recognized Household Cleaning brands with an ACV of 98.8%.
Comet
competes in the abrasive and non-abrasive tub and tile cleaner sub-category of the Household Cleaning category that includes abrasive powders, creams, liquids and non-abrasive sprays.
Comet
products include several varieties of cleaning powders, spray and cream, both abrasive and non-abrasive.
Spic and Span
Spic and Span
was introduced in 1925 and is marketed as the complete home cleaner with three product lines consisting of (i) dilutables, (ii) an anti-bacterial hard surface spray for counter tops and (iii) glass cleaners. Each of these products can be used for multi-room and multi-surface cleaning.
For additional information concerning our business segments, please refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 18 to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.
Marketing and Sales
Our marketing strategy is based upon the acquisition and the rejuvenation of established consumer brands that possess what we believe to be significant brand value and unrealized potential. Our marketing objective is to increase sales and market share by developing innovative new products and line extensions and executing professionally designed, creative and cost-effective advertising and promotional programs. After we acquire a brand, we implement a brand building strategy that uses the brand’s existing consumer awareness to maximize sales of current products and provides a vehicle to drive growth through product innovation. This brand building process involves the evaluation of the existing brand name, the development and introduction of innovative new products and the execution of professionally designed support programs. Recognizing that financial resources are limited, we allocate our resources to focus on our core brands, which we believe have the greatest opportunities for growth and financial success. Brand priorities vary from year to year and generally revolve around new product introductions.
9
Customers
Our senior management team and dedicated sales force strive to maintain long-standing relationships with our top 50 domestic customers, which accounted for approximately 69.5%, 74.4% and 79.6% of our combined gross sales for 2012, 2011 and 2010, respectively. Our sales management team has grown to 42 people in order to focus on our key customer relationships. We also contract with third-party sales management enterprises that interface directly with our remaining customers and report directly to members of our sales management team.
We enjoy broad distribution across each of the major retail channels, including mass merchandisers, drug, food, dollar and club stores. The following table sets forth the percentage of gross sales across our five major distribution channels during each of the three years ended March 31:
|
|
Percentage of
Gross Sales
(1)
|
||||
|
Channel of Distribution
|
2012
|
2011
|
2010
|
||
|
Mass
|
33.2
|
33.0
|
34.9
|
||
|
Food
|
21.1
|
21.8
|
21.0
|
||
|
Drug
|
25.8
|
25.0
|
24.1
|
||
|
Dollar
|
9.4
|
9.8
|
10.7
|
||
|
Club
|
2.3
|
2.3
|
2.3
|
||
|
Other
|
8.2
|
8.1
|
7.0
|
||
|
(1)
|
Includes estimates for some of our wholesale customers that service more than one distribution channel.
|
Due to the diversity of our product line, we believe that each of these channels is important to our business and we continue to seek opportunities for growth in each channel.
Our principal customer relationships include Walmart, Walgreens, CVS, Target and Dollar Tree. Sales to our top five and ten customers accounted for approximately 40.0% and 50.1% of total gross sales, respectively, in 2012 compared with approximately 41.7% and 53.0%, respectively, in 2011 and approximately 45.6% and 57.3%, respectively, in 2010. No single customer other than Walmart accounted for more than 10% of our gross sales in any of those years and none of our other top five customers accounted for less than 3% of our gross sales in any of those years. During 2012, 2011 and 2010, Walmart accounted for approximately 18.9%, 20.3% and 24.4%, respectively, of our gross revenues.
Our strong customer relationships and product recognition provide us with a number of important opportunities including (i) minimization of slotting fees, (ii) maximization of new product introductions, (iii) maximization of shelf space prominence and (iv) minimization of cash collection days. We believe that management’s emphasis on strong customer relationships, speed and flexibility and leading sales technology capabilities, combined with consistent marketing support programs and ongoing product innovation, will continue to maximize our competitiveness in the increasingly complex retail environment.
The following table sets forth a list of our primary distribution channels and our principal customers for each channel:
|
Distribution Channel
|
|
Customers
|
|
Distribution Channel
|
|
Customers
|
|
Mass
|
|
Kmart
|
|
Drug
|
|
CVS
|
|
|
|
Meijer
|
|
|
|
Rite Aid
|
|
|
|
Target
|
|
|
|
Walgreens
|
|
|
|
Walmart
|
|
|
|
|
|
|
|
|
|
Dollar
|
|
Dollar General
|
|
Food
|
|
Ahold
|
|
|
|
Dollar Tree
|
|
|
|
Kroger
|
|
|
|
Family Dollar
|
|
|
|
Publix
|
|
|
|
|
|
|
|
Safeway
|
|
Club
|
|
BJ’s Wholesale Club
|
|
|
|
Supervalu
|
|
|
|
Costco
|
|
|
|
|
|
|
|
Sam’s Club
|
10
Outsourcing and Manufacturing
In order to maximize our competitiveness and efficiently allocate our resources, third-party manufacturers fulfill all of our manufacturing needs. We have found that contract manufacturing maximizes our flexibility and responsiveness to industry and consumer trends while minimizing the need for capital expenditures. We select contract manufacturers based on their core competencies and our perception of the best overall value, including factors such as (i) depth of services, (ii) professionalism and integrity of the management team, (iii) manufacturing agility and capacity, (iv) regulatory compliance and (v) competitive pricing. We also conduct thorough reviews of each potential manufacturer’s facilities, quality standards, capacity and financial stability. We generally purchase only finished products from our manufacturers.
Our primary contract manufacturers provide comprehensive services from product development through the manufacturing of finished goods. They are responsible for such matters as (i) production planning, (ii) product research and development, (iii) procurement, (iv) production, (v) quality testing, and (vi) almost all capital expenditures. In most instances, we provide our contract manufacturers with guidance in the areas of (i) product development, (ii) performance criteria, (iii) regulatory guidance, (iv) sourcing of packaging materials and (v) monthly master production schedules. This management approach results in minimal capital expenditures and maximizes our cash flow, which allows us to reinvest to support our marketing initiatives, fund brand acquisitions or repay outstanding indebtedness.
At
March 31, 2012
, we had relationships with 42 third-party manufacturers. Of those, we had long-term contracts with 20 manufacturers that produced items that accounted for approximately 70.6% of our gross sales for 2012 compared to 11 manufacturers with long-term contracts that accounted for approximately 52.9% of our gross sales in 2011. The fact that we do not have long-term contracts with certain manufacturers means that they could cease manufacturing these products at any time and for any reason, or initiate arbitrary and costly price increases which could have a material adverse effect on our business, financial condition and results from operations.
At
March 31, 2012
, suppliers for our key brands included (i) GlaxoSmithKline, (ii) Fitzpatrick Bros. Inc., (iii) Aspen Pharmacare, (iv) Pharma Tech Industries, (v) BestSweet, Inc., and (vi) Aaron Industries, Inc. We enter into manufacturing agreements for a majority of our products by sales volume, each of which vary based on the capabilities of the third-party manufacturer and the products being supplied. These agreements explicitly outline the manufacturer’s obligations and product specifications with respect to the brand or brands being produced. The purchase price of products under these agreements is subject to change pursuant to the terms of these agreements due to fluctuations in raw material, packaging and labor costs. Other products are manufactured on a purchase order basis which is generally based on batch sizes and results in no long-term obligations or commitments.
Warehousing and Distribution
We receive orders from retailers and/or brokers primarily by electronic data interchange, which automatically enters each order into our computer systems and then routes the order to our distribution center. The distribution center will, in turn, send a confirmation that the order was received, fill the order and ship the order to the customer, while sending a shipment confirmation to us. Upon receipt of the confirmation, we send an invoice to the customer.
We manage product distribution in the mainland United States primarily through one facility located in St. Louis, which is owned and operated by a third-party provider. Our warehouse provider provides warehouse services with respect to our full line of products, including storage, handling and shipping, as well as transportation services with respect to our full line of products, including, (i) complete management services, (ii) claims administration, (iii) proof of delivery, (iv) procurement, (v) report generation, and (vi) automation and freight payment services.
If our warehouse provider abruptly stopped providing warehousing or transportation services to us, our business operations could suffer a temporary disruption while new service providers are engaged. We believe this process could be completed quickly and any resulting temporary disruption would not be likely to have a significant effect on our operating results or financial condition. However, a serious disruption, such as a flood or fire, to our distribution center could damage our inventory and could materially impair our ability to distribute our products to customers in a timely manner or at a reasonable cost. We could incur significantly higher costs and experience longer lead times associated with the distribution of our products to our customers during the time required to reopen or replace our distribution center. As a result, any such serious or prolonged disruption could have a material adverse effect on our business, financial condition and results from operations.
Competition
The business of selling brand name consumer products in the OTC Healthcare and Household Cleaning categories is highly competitive. These markets include numerous national and global manufacturers, distributors, marketers and retailers that actively
11
compete for consumers’ business both in the United States and abroad. Many of these competitors are larger and have substantially greater research and development and financial resources than we do. Consequently, they may have the ability to spend more aggressively on advertising and marketing and research and development, and to respond more effectively to changing business and economic conditions. If this were to occur, our sales, operating results and profitability could be adversely affected. In addition, we are experiencing increased competition from “private label” products introduced by major retail chains. While we believe that our branded products provide superior quality and benefits, we are unable to predict the extent to which our consumers will purchase “private label” products as an alternative to branded products.
Our principal competitors vary by industry category. Competitors in the OTC Healthcare category include: Johnson & Johnson, maker of Visine®, which competes with our
Clear Eyes
and
Murine
brands; McNeil-PPC (owned by Johnson & Johnson), maker of Children's Tylenol® and Novartis Consumer Healthcare, maker of Triaminic
®
, each of which competes with our
PediaCare
and
Little Remedies
brands; The Procter & Gamble Company, maker of Vicks®, and Reckitt Benckiser, maker of Cepacol®, each of which competes with our
Chloraseptic
brand; Kraft Foods, maker of Halls®, which competes with our
Luden's
brand; The Procter & Gamble Company, maker of Fixodent®, and GlaxoSmithKline, maker of Polident®, each of which competes with our
Efferdent
brand; and Insight Pharmaceuticals, Inc., maker of Bonine®, which competes with our
Dramamine
brand. Sunstar America, Inc., maker of the GUM® line of oral care products, as well as DenTek® Oral Care, Inc., which markets a dental protector for nighttime teeth grinding and interdental toothpicks, competes with our
The Doctor's
oral care brand.
Top competitors in our newly acquired OTC Healthcare categories include: McNeil-PPC (owned by Johnson & Johnson), maker of Tylenol®, Pfizer, maker of Advil® and Novartis Consumer Healthcare, maker of Excedrin®, each of which compete with our
BC, Goody's
and
Ecotrin
brands; the Procter & Gamble Company, maker of Metamucil®, which competes with our
Fiber Choice
brand; Novartis Consumer Healthcare, maker of Gas X®, which competes with our
Beano
brand; and GSK, maker of Tums®, which competes with our
Gaviscon
and
Tagamet
brands.
Competitors in the Household Cleaning category include: Henkel AG & Co., maker of Soft Scrub®, Colgate-Palmolive Company, maker of Ajax® Cleanser, and The Clorox Company, maker of Tilex®, each of which competes with our
Comet
brand. Additionally, Clorox’s Pine Sol® and The Procter & Gamble Company’s Mr. Clean® compete with our
Spic and Span
brand, while 3M Company, maker of
Scotch-Brite
®,
O-Cel-O
®
and Dobie® brands, and Clorox’s SOS®, compete with our
Chore Boy
brand.
We compete on the basis of numerous factors, including brand recognition, product quality, performance, price and product availability at the retail level. Advertising, promotion, merchandising and packaging, the timing of new product introductions and line extensions also have a significant impact on customers’ buying decisions and, as a result, on our sales. The structure and quality of our sales force, as well as sell-through of our products, affects in-store position, wall display space and inventory levels in retail outlets. If we are unable to maintain the inventory levels and in-store positioning of our products in retail stores, our sales and operating results will be adversely affected. Our markets are also highly sensitive to the introduction of new products, which may rapidly capture a significant share of the market. An increase in the amount of new product introductions and the levels of advertising spending by our competitors could have a material adverse effect on our business, financial condition and results from operations.
Many of the competitors noted above are larger and have substantially greater resources than we do, and may therefore have the ability to spend more aggressively on research and development, advertising and marketing, and to respond more effectively to changing business and economic conditions. See “Competitive Strengths” above for additional information regarding our competitive strengths and “Risk Factors” below for additional information regarding competition in our industry.
Regulation
Product Regulation
The formulation, manufacturing, packaging, labeling, distribution, importation, sale and storage of our products are subject to extensive regulation by various federal agencies, including the FDA, the Federal Trade Commission (“FTC”), the Consumer Product Safety Commission (“CPSC”), and the Environmental Protection Agency (“EPA”), and various agencies of the states, localities and foreign countries in which our products are manufactured, distributed and sold. Our Regulatory Team is guided by a senior member of management and staffed by individuals with appropriate legal and regulatory experience. Our Regulatory and Operations teams work closely with our third-party manufacturers on quality-related matters while we monitor their compliance with FDA regulations and perform periodic audits to ensure compliance. This continual evaluation process is designed to ensure that our manufacturing processes and products are of the highest quality and in compliance with known regulatory requirements. If the FDA chooses to audit a particular manufacturing facility, we require the third-party manufacturer to notify us immediately and update us on the progress of the audit as it proceeds. If we or our manufacturers fail to comply with applicable regulations, we
12
could become subject to significant claims or penalties or be required to discontinue the sale of the non-compliant product, which could have a material adverse effect our business, financial condition and results from operations. In addition, the adoption of new regulations or changes in the interpretations of existing regulations may result in significant additional compliance costs or discontinuation of product sales and may also have a material adverse effect on our business, financial condition and results from operations.
Most of our OTC drug products are regulated pursuant to the FDA’s monograph system. The monographs set out the active ingredients and labeling indications that are permitted for certain broad categories of OTC drug products. When the FDA has finalized a particular monograph, it has concluded that a properly labeled product formulation is generally recognized as safe and effective and not misbranded. A tentative final monograph indicates that the FDA has not made a final determination about products in a category to establish safety and efficacy for a product and its uses. However, unless there is a serious safety or efficacy issue, the FDA typically will exercise enforcement discretion and permit companies to sell products conforming to a tentative final monograph until the final monograph is published. Products that comply with either final or tentative final monograph standards do not require pre-market approval from the FDA.
Certain of our OTC drug products are Abbreviated New Drug Applications (“ANDA”) products and are manufactured and labeled in accordance with a FDA-approved submission. These products are subject to reporting requirements as set forth in FDA regulations.
Certain of our OTC Healthcare products are medical devices regulated by the FDA through a system which usually involves pre-market clearance. During the review process, the FDA makes an affirmative determination as to the sufficiency of the label directions, cautions and warnings for the medical devices in question.
In accordance with the Federal Food, Drug and Cosmetic Act (“FDC Act”) and FDA regulations, the Company and its drug and device manufacturers must also comply with the FDA’s current Good Manufacturing Practices (“GMPs”). The FDA inspects our facilities and those of our third-party manufacturers periodically to determine that both the Company and our third-party manufacturers are complying with GMPs.
A number of our products are regulated by the CPSC under the Federal Hazardous Substances Act (the “FHSA”), the Poison Prevention Packaging Act of 1970 (the “PPPA”) and the Consumer Products Safety Improvement Act of 2008 (the “CPSIA”). Certain of our household products are considered to be hazardous substances under the FHSA and therefore require specific cautionary warnings to be included in their labeling for such products to be legally marketed. In addition, a small number of our products are subject to regulation under the PPPA and can only be legally marketed if they are dispensed in child-resistant packaging or labeled for use in households where there are no children. The CPSIA requires us to make available to our customers certificates stating that we are in compliance with any applicable regulation administered by the CPSC.
Certain of our Household Cleaning products are considered pesticides under the Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”). Generally speaking, any substance intended for preventing, destroying, repelling, or mitigating any pest is considered to be a pesticide under FIFRA. We market and distribute certain household products under our
Comet
and
Spic and Span
brands which make antibacterial and/or disinfectant claims governed by FIFRA. Due to the antibacterial and/or disinfectant claims on certain of the
Comet
and
Spic and Span
products, such products are considered to be pesticides under FIFRA and are required to be registered with the EPA and contain certain disclosures on the product labels. In addition, the contract manufacturers from which we source these products must be registered with the EPA. Our
Comet
and
Spic and Span
products that make antibacterial and/or disinfectant claims are also subject to state regulations and the rules and regulations of the various jurisdictions where these products are sold.
Other Regulations
We are also subject to a variety of other regulations in various foreign markets, including regulations pertaining to import/export regulations and antitrust issues. To the extent we decide to commence or expand operations in additional countries, we may be required to obtain an approval, license or certification from the country’s ministry of health or comparable agency. We must also comply with product labeling and packaging regulations that may vary from country to country. Government regulations in both our domestic and international markets can delay or prevent the introduction, or require the reformulation or withdrawal, of some of our products. Our failure to comply with these regulations can result in a product being removed from sale in a particular market, either temporarily or permanently. In addition, we are subject to FTC and state regulations, as well as foreign regulations, relating to our product claims and advertising. If we fail to comply with these regulations, we could be subject to enforcement actions and the imposition of penalties which could have a material adverse effect on our business, financial condition and results from operations.
13
Intellectual Property
We own a number of trademark registrations and applications in the United States, Canada and other foreign countries. The following are some of the most important registered trademarks we own in the United States and/or Canada:
Chloraseptic, Chore Boy, Cinch®, Clear Eyes, Comet, Compound W, Dermoplast, Dramamine, Efferdent, Effergrip, Freeze Off, Little Remedies, Longlast®, Luden's, Momentum®, Murine, NasalCrom, New-Skin, PediaCare, Percogesic®, Spic and Span, The Doctor’s Brushpicks, The Doctor’s NightGuard, Wartner,
BC
,
Goody's, Ecotrin, Beano
,
Gaviscon
,
Phazyme
,
Tagamet, Fiber Choice, Sominex,
Debrox
and
Gly-Oxide.
Our trademarks and trade names are how we convey that the products we sell are “brand name” products. Our ownership of these trademarks and trade names is very important to our business, as it allows us to compete based on the value and goodwill associated with these marks. We may also license others to use these marks. Additionally, we own or license patents on innovative and proprietary technology. The patents evidence the unique nature of our products, provide us with exclusivity and afford us protection from the encroachment of others. None of the patents that we own or license, however, is material to us on a consolidated basis. Enforcing our rights, or the rights of any of our licensors, represented by these trademarks, trade names and patents is critical to our business, but is expensive. If we are not able to effectively enforce our rights, others may be able to dilute our trademarks, trade names and patents and diminish the value associated with our brands and technologies, which could have a material adverse effect on our business, financial condition and results from operations.
We do not own all of the intellectual property rights applicable to our products. In those cases where our third-party manufacturers own patents that protect our products, we are dependent on them as a source of supply for our products. Unless other non-infringing technologies are available, we must continue to purchase patented products from our suppliers who sell patented products to us. In addition, we rely on our suppliers for their enforcement of their intellectual property rights against infringing products.
We have licensed to The Procter & Gamble Company the right to use the
Comet, Spic and Span
and
Chlorinol®
trademarks in the commercial/institutional/industrial segment in the United States and Canada until 2019. We have also licensed to The Procter & Gamble Company the
Comet
and
Chlorinol
brands in Russia and specified Eastern European countries until 2015.
Seasonality
The first quarter of our fiscal year typically has the lowest level of revenue due to the seasonal nature of certain of our brands relative to the summer and winter months. In addition, the first quarter generally is the least profitable quarter due to the increased advertising and promotional spending to support those brands with a summer selling season, such as
Clear Eyes
products,
Compound W
,
Wartner
and
New-Skin
. The level of advertising and promotional campaigns in the third quarter influences sales of our cough/cold products such as
Chloraseptic,
Little Remedies, Luden's
and
PediaCare
during the fourth quarter cough/cold winter months. Additionally, the fourth quarter typically has the lowest level of advertising and promotional spending as a percent of revenue.
Employees
We employed approximately 105 full time individuals at
March 31, 2012
. None of our employees is a party to a collective bargaining agreement. Management believes that our relations with our employees are good.
Backlog Orders
We had no backlog orders at March 31, 2012 or 2011.
Available Information
Our Internet address is www.prestigebrands.com. We make available free of charge on or through our Internet website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports, and the Proxy Statement for our annual stockholders’ meetings, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (the “SEC”). Information on our Internet website does not constitute a part of this Annual Report on Form 10-K and is not incorporated herein by reference, including any general statement incorporating by reference this Annual Report on Form 10-K into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
You may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
14
We have adopted a Code of Conduct Policy, Code of Ethics for Senior Financial Employees, Complaint Procedures for Accounting and Auditing Matters, Corporate Governance Guidelines, Audit Committee Pre-Approval Policy, and Charters for our Audit, Compensation and Nominating and Governance Committees, as well as a Related Persons Transaction Policy and Stock Ownership Guidelines. We will provide to any person without charge, upon request, a copy of the foregoing materials. Any requests for the foregoing documents from us should be made in writing to:
Prestige Brands Holdings, Inc.
90 North Broadway
Irvington, New York 10533
Attention: Secretary
We intend to disclose future amendments to the provisions of the foregoing documents, policies and guidelines and waivers therefrom, if any, on our Internet website and/or through the filing of a Current Report on Form 8-K with the SEC, to the extent required under the Exchange Act.
15
The high level of competition in our industry, much of which comes from competitors with greater resources, could adversely affect our business, financial condition and results from operations.
The business of selling brand name consumer products in the OTC Healthcare and Household Cleaning categories is highly competitive. These markets include numerous manufacturers, distributors, marketers and retailers that actively compete for consumers’ business both in the United States and abroad. Many of these competitors are larger and have substantially greater resources than we do, and may therefore have the ability to spend more aggressively on research and development, advertising and marketing, and to respond more effectively to changing business and economic conditions. If this were to occur, it could have a material adverse effect on our business, financial condition and results from operations.
Certain of our product lines that account for a large percentage of our sales have a small market share relative to our competitors. For example, while
Clear Eyes
has a number two market share position of 17.2% within the allergy/redness eye drop segment, its top competitor, Visine®, has a market share of 29.7% in the same segment. In contrast, certain of our brands with number two market positions have a similar market share relative to our competitors. For example,
Compound W
has a number two market position of 35.9% and its top competitor, Dr. Scholl’s®, has a market position of 38.2% in the same category. Finally, while our
New-Skin
liquid bandage product has a number one market position of 56.3%, the size of the liquid bandage market is relatively small, particularly when compared to the much larger bandage category. See “Part I, Item 1. Business - Major Brands” of this Annual Report on Form 10-K for information regarding market share calculations.
We compete for customers’ attention based on a number of factors, including brand recognition, product quality, performance, price and product availability at the retail level. Advertising, promotion, merchandising and packaging, the timing of new product introductions and line extensions also have a significant impact on consumer buying decisions and, as a result, on our sales. The structure and quality of our sales force, as well as sell-through of our products affect in-store position, wall display space and inventory levels in retail stores. If we are unable to maintain our current distribution network, inventory levels and in-store positioning of our products at our customers, our sales and operating results will be adversely affected. Our markets also are highly sensitive to the introduction of new products, which may rapidly capture a significant share of the market. An increase in the number of product innovations by our competitors or the failure of a new product launch by the Company could have a material adverse effect on our business, financial condition and results from operations.
In addition, competitors may attempt to gain market share by offering products at prices at or below those typically offered by us. Competitive pricing may require us to reduce prices which may result in lost sales or a reduction of our profit margins. Future price adjustments, product changes or new product introductions by our competitors or our inability to react with price adjustments, product changes or new product introductions of our own could result in a loss of market share which could have a material adverse effect on our business, financial condition and results from operations.
We depend on a limited number of customers with whom we have no long-term agreements for a large portion of our gross sales and the loss of one or more of these customers could reduce our gross sales and have a material adverse effect on our business, financial condition and results of operations.
For 2012, our top five and ten customers accounted for approximately 40.0% and 50.1%, respectively, of our sales, compared with approximately 41.7% and 53.0%, respectively for 2011 and 45.6% and 57.3%, respectively for 2010. Walmart, which itself accounted for approximately 18.9%, 20.3% and 24.4% of our sales in 2012, 2011 and 2010, respectively, is our only customer that accounted for 10% or more of our sales. We expect that for future periods, our top five and ten customers, including Walmart, will, in the aggregate, continue to account for a large portion of our sales. The loss of one or more of our top customers, any significant decrease in sales to these customers, or a significant decrease in our retail display space in any of these customers’ stores, could reduce our sales and have a material adverse effect on our business, financial condition and results from operations.
In addition, our business is based primarily upon individual sales orders. We typically do not enter into long-term contracts with our customers. Accordingly, our customers could cease buying products from us at any time and for any reason. The fact that we do not have long-term contracts with our customers means that we have no recourse in the event a customer no longer wants to purchase products from us. If a significant number of our smaller customers, or any of our significant customers, elect not to purchase products from us, our business, financial condition and results from operations could be adversely affected.
Our business has been and could continue to be adversely affected by a prolonged recession in the United States.
The economic uncertainty surrounding the current United States recession has affected and could continue to materially affect our business because such economic challenges could adversely affect consumers, our customers and suppliers. Specifically:
16
|
•
|
Consumer spending may continue to be curtailed resulting in downward pressure on our sales;
|
|
•
|
Our customers may continue to rationalize the number of products that reach store shelves resulting in a reduction of the number of products that are carried at retail, particularly those that are not number one or two in their category;
|
|
•
|
Our customers may continue to reduce overall inventory levels to strengthen their working capital positions which could result in additional sales reductions for us during those periods that our customers implement such strategies;
|
|
•
|
Our customers may continue to increase the number and breadth of products that are sold via their “private label” to the detriment of our branded products;
|
|
•
|
Our customers may continue to rationalize store count, closing additional marginally performing stores resulting in sales reductions, potential working capital reductions, and an inability to repay amounts owed to us; and
|
|
•
|
Our suppliers may suffer from sales reductions which could diminish their working capital and impede their ability to provide product to us in a timely manner.
|
We depend on third-party manufacturers to produce the products we sell. If we are unable to maintain these manufacturing relationships or fail to enter into additional relationships, as necessary, we may be unable to meet customer demand and our sales and profitability could suffer as a result.
All of our products are produced by third-party manufacturers. Our ability to retain our current manufacturing relationships and engage in and successfully transition to new relationships is critical to our ability to deliver quality products to our customers in a timely manner. Without adequate supplies of quality merchandise, sales would decrease materially and our business would suffer. In the event that our primary third-party manufacturers are unable or unwilling to ship products to us in a timely manner, we would have to rely on secondary manufacturing relationships or identify and qualify new manufacturing relationships. We might not be able to identify or qualify such manufacturers for existing or new products in a timely manner and such manufacturers may not allocate sufficient capacity to us in order that we may meet our commitments to customers. In addition, identifying alternative manufacturers without adequate lead times can compromise required product validation and stability protocol, which may involve additional manufacturing expense, delay in production or product disadvantage in the marketplace. One supplier, which the Company inherited in connection with the GSK acquisition, filed for bankruptcy protection. The Company is attempting to arrange for an alternative supplier, however, given the time required, we may be unable to fulfill our product needs for one of our brands sold internationally if the current supplier is unable to meet our needs. In general, the consequences of not securing adequate and timely supplies of merchandise would negatively impact inventory levels, sales and gross margins, and could have a material adverse effect on our business, financial condition and results from operations.
These manufacturers may also increase the cost of the products we purchase which could adversely affect our margins in the event we are unable to pass along these increased costs to our customers. A situation such as this could also have a material adverse effect on our business, financial condition and results from operations.
At
March 31, 2012
, we had relationships with 42 third-party manufacturers. Of those, we had long-term contracts with 20 manufacturers that produced items that accounted for approximately 70.6% of our gross sales for 2012 compared to 11 manufacturers with long-term contracts that produced approximately 52.9% of gross sales in 2011. The fact that we do not have long-term contracts with certain manufacturers means that they could cease manufacturing these products at any time and for any reason, or initiate arbitrary and costly price increases, either of which could have a material adverse effect on our business, financial condition and results from operations.
Price increases for raw materials, labor, energy and transportation costs could have an adverse impact on our margins.
The costs to manufacture and distribute our products are subject to fluctuation based on a variety of factors. Increases in commodity raw material (including resins) and packaging component prices and labor, energy and fuel costs could have a significant impact on our 2013 results from operations. Consequently, if we are unable to increase the price for our products or continue to achieve cost savings in a rising cost environment, such cost increases would reduce our gross margins and could have a material adverse effect on our results from operations. If we increase the price for our products in order to maintain gross margins for our products, such increase may adversely affect demand for, and sales of, our products which could have a material adverse effect on our financial condition and results of operations.
17
Disruption in our St. Louis distribution center may prevent us from meeting customer demand and our sales and profitability may suffer as a result.
We manage our product distribution in the continental United States through one primary distribution center in St. Louis, Missouri. A serious disruption, such as a flood or fire, to our primary distribution center could damage our inventory and could materially impair our ability to distribute our products to customers in a timely manner or at a reasonable cost. We could incur significantly higher costs and experience longer lead times during the time required to reopen or replace our primary distribution center. As a result, any serious disruption could have a material adverse effect on our business, financial condition and results from operations.
Achievement of our strategic objectives requires the acquisition, or potentially the disposition, of certain brands or product lines. Efforts to effect and integrate such acquisitions or dispositions may divert our managerial resources away from our business operations.
The majority of our growth has been driven by acquiring other brands and companies. At any given time, we may be engaged in discussions with respect to possible acquisitions that are intended to enhance our product portfolio, enable us to realize cost savings and further diversify our category, customer and channel focus. Our ability to successfully grow through acquisitions depends on our ability to identify, negotiate, complete and integrate suitable acquisition candidates and to obtain any necessary financing. These efforts could divert the attention of our management and key personnel from our business operations. If we complete acquisitions, we may also experience:
|
•
|
Difficulties achieving, or an inability to achieve, our expected returns;
|
|
•
|
Difficulties in integrating any acquired companies, suppliers, personnel and products into our existing business;
|
|
•
|
Delays in realizing the benefits of the acquired company or products;
|
|
•
|
Higher costs of integration than we anticipated;
|
|
•
|
Difficulties in retaining key employees of the acquired business who are necessary to manage the business;
|
|
•
|
Difficulties in maintaining uniform standards, controls, procedures and policies throughout our acquired companies; or
|
|
•
|
Adverse customer or stockholder reaction to the acquisition.
|
In addition, any acquisition could adversely affect our operating results as a result of higher interest costs from the acquisition-related debt and higher amortization expenses related to the acquired intangible assets. The diversion of management’s attention to pursue acquisitions, or our failure to successfully integrate acquired companies into our business, could have a material adverse effect on our business, financial condition and results from operations.
In the event that we decide to sell a brand or product line, we may encounter difficulty finding, or be unable to find, a buyer on acceptable terms in a timely manner. The pursuit of divestitures could divert management's attention from our business operations and result in a delay in our efforts to achieve our strategic objectives.
Our risks associated with doing business internationally increase as we expand our international footprint
.
During 2012, 2011 and 2010, approximately 3.5%, 4.2% and 4.3%, respectively, of our total revenues were attributable to our international business. We generally rely on brokers and distributors for the sale of our products in foreign countries. In addition to the risks associated with political instability, changes in the outlook for economic prosperity in these countries could adversely affect the sales of our products in these countries. Other risks of doing business internationally include:
|
•
|
Changes in the legislative or regulatory requirements of the countries or regions where we do business;
|
|
•
|
Currency controls which restrict or prohibit the payment of funds or the repatriation of earnings to the United States;
|
|
•
|
Fluctuating foreign exchange rates could result in unfavorable increases in the price of our products or cause increases in the cost of certain products purchased from our foreign third-party manufacturers;
|
|
•
|
Regulatory oversight and its impact on our ability to get products registered for sale in certain markets;
|
18
|
•
|
Potential trade restrictions and exchange controls;
|
|
•
|
Inability to protect our intellectual property rights in these markets; and
|
|
•
|
Increased costs of compliance with general business and tax regulations in these countries or regions.
|
Regulatory matters governing our industry could have a significant negative effect on our sales and operating costs.
In both our United States and foreign markets, we are affected by extensive laws, governmental regulations, administrative determinations, court decisions and similar constraints. Such laws, regulations and other constraints exist at the federal, state or local levels in the United States and at analogous levels of government in foreign jurisdictions.
The formulation, manufacturing, packaging, labeling, distribution, importation, sale and storage of our products are subject to extensive regulation by various federal agencies, including (i) the FDA, (ii) the FTC, (iii) the CPSC, (iv) the EPA, and by (v) various agencies of the states, localities and foreign countries in which our products are manufactured, distributed, stored and sold. If we or our third-party manufacturers fail to comply with those regulations, we could become subject to enforcement actions, significant penalties or claims, which could materially adversely affect our business, financial condition and results from operations. In addition, the adoption of new regulations or changes in the interpretations of existing regulations may result in significant compliance costs or the cessation of product sales and may adversely affect the marketing of our products, resulting in a significant loss of revenues which could have a material adverse effect on our business, financial condition and results from operations.
The FDC Act and FDA regulations require that the manufacturing processes of our third-party manufacturers must also comply with the FDA’s GMPs. The FDA inspects our facilities and those of our third-party manufacturers periodically to determine if we and our third-party manufacturers are complying with GMPs. A history of past compliance is not a guarantee that future GMPs will not mandate other compliance steps and associated expense.
If we or our third-party manufacturers fail to comply with applicable federal, state, local or foreign regulations, we could be required to:
|
•
|
Suspend manufacturing operations;
|
|
•
|
Modify product formulations or processes;
|
|
•
|
Suspend the sale of products with non-complying specifications; or
|
|
•
|
Change product labeling, packaging or advertising or take other corrective action.
|
In addition, we could be required for a variety of reasons to initiate product recalls, which we have recently done on several occasions. Any of the foregoing actions could have a material adverse effect on our business, financial condition and results from operations.
In addition, our failure to comply with FTC or any other federal and state regulations, or with similar regulations in foreign markets, that cover our product claims and advertising, including direct claims and advertising by us, may result in enforcement actions and imposition of penalties or otherwise materially adversely affect the distribution and sale of our products, which could have a material adverse effect on our business, financial condition and results from operations.
Product liability claims and related negative publicity could adversely affect our sales and operating results.
We may be required to pay for losses or injuries purportedly caused by our products. From time to time we have been and may again be subjected to various product liability claims. Claims could be based on allegations that, among other things, our products contain contaminants, include inadequate instructions or warnings regarding their use or inadequate warnings concerning side effects and interactions with other substances. Any product liability claims may result in negative publicity that may adversely affect our sales and operating results. Also, if one of our products is found to be defective we may be required to recall it. This may result in substantial costs and negative publicity which may adversely affect our sales and operating results. Although we maintain, and require our suppliers and third-party manufacturers to maintain, product liability insurance coverage, potential product liability claims may exceed the amount of insurance coverage or potential product liability claims may be excluded under the terms of the policy, which could have a material adverse effect on our business, financial condition and results from
19
operations. In addition, in the future we may not be able to obtain adequate insurance coverage or we may be required to pay higher premiums and accept higher deductibles in order to secure adequate insurance coverage.
If we are unable to protect our intellectual property rights our ability to compete effectively in the market for our products could be negatively impacted.
The market for our products depends to a significant extent upon the goodwill associated with our trademarks, trade names and patents. Our trademarks and trade names convey that the products we sell are “brand name” products. We believe consumers ascribe value to our brands, some of which are over 100 years old. We own or license the material trademarks, trade names and patents used in connection with the packaging, marketing and sale of our products. These rights prevent our competitors or new entrants to the market from using our valuable brand names and technologies. Therefore, trademark, trade name and patent protection is critical to our business. Although most of our material intellectual property is registered in the United States and in applicable foreign countries, we may not be successful in asserting protection. If we were to lose the exclusive right to use one or more of our intellectual property rights, the loss of such exclusive right could have a material adverse effect on our business, financial condition and results from operations.
Other parties may infringe on our intellectual property rights and may thereby dilute the value of our brands in the marketplace. Brand dilution or the introduction of competitive brands could cause confusion in the marketplace and adversely affect the value that consumers associate with our brands, and thereby negatively impact our sales. Any such infringement of our intellectual property rights would also likely result in a commitment of our time and resources, financial or otherwise, to protect these rights through litigation or other means. In addition, third parties may assert claims against our intellectual property rights and we may not be able to successfully resolve those claims causing us to lose our ability to use our intellectual property that is the subject of those claims. Such loss could have a material adverse effect on our business, financial condition and results from operations. Furthermore, from time to time, we may be involved in litigation in which we are enforcing or defending our intellectual property rights which could require us to incur substantial fees and expenses and have a material adverse effect on our business, financial condition and results from operations.
We license certain of our trademarks to third party licensees, who are bound by their respective license agreement to protect our trademarks from infringement and adhere to defined quality requirements. If a licensee of our trademarks fails to adhere to the contractually defined quality requirements, our financial results could be negatively impacted if one of our brands suffers a substantial impairment to its reputation due to real or perceived quality issues. Further, if a licensee fails to protect one of our licensed trademarks from infringement, we might be required to take action.
Virtually all of our assets consist of goodwill and intangibles.
As our financial statements indicate, virtually all of our assets consist of goodwill and intangibles, principally the trademarks, trade names and patents that we have acquired. We recorded charges in 2010 and 2009 for impairment of certain assets and in the event that the value of those assets become further impaired or our business is materially adversely affected in any way, we would not have tangible assets that could be sold to repay our liabilities. As a result, our creditors and investors may not be able to recoup the amount of the indebtedness that they have extended to us or the amount they have invested in us.
We depend on third parties for intellectual property relating to some of the products we sell, and our inability to maintain or enter into future license agreements may result in our failure to meet customer demand, which would adversely affect our operating results.
We have licenses or manufacturing agreements with third parties that own intellectual property (e.g., formulae, copyrights, trademarks, trade dress, patents and other technology) used in the manufacture and sale of certain of our products. In the event that any such license or manufacturing agreement expires or is otherwise terminated, we will lose the right to use the intellectual property covered by such license or agreement and will have to develop or obtain rights to use other intellectual property. Similarly, our rights could be reduced if the applicable licensor or third-party manufacturer fails to maintain or protect the licensed intellectual property because, in such event, our competitors could obtain the right to use the intellectual property without restriction. If this were to occur, we might not be able to develop or obtain replacement intellectual property in a timely or cost effective manner. Additionally, any modified products may not be well-received by customers. The consequences of losing the right to use or having reduced rights to such intellectual property could negatively impact our sales due to our failure to meet consumer demand for the affected products or require us to incur costs for development of new or different intellectual property, either of which could have a material adverse effect on our business, financial condition and results from operations. In addition, development of replacement products may be time-consuming and ultimately may not be feasible.
20
We depend on our key personnel and the loss of the services provided by any of our executive officers or other key employees could harm our business and results of operations.
Our success depends to a significant degree upon the continued contributions of our senior management, many of whom would be difficult to replace. These employees may voluntarily terminate their employment with us at any time. We may not be able to successfully retain existing personnel or identify, hire and integrate new personnel. While we believe we have developed depth and experience among our key personnel, our business may be adversely affected if one or more of these key individuals were to leave. We do not maintain any key-man or similar insurance policies covering any of our senior management or key personnel.
Our indebtedness could adversely affect our financial condition and the significant amount of cash we need to service our debt will not be available to reinvest in our business.
At
March 31, 2012
, our total indebtedness, including current maturities, is approximately $1,135.0 million.
Our indebtedness could:
|
•
|
Increase our vulnerability to general adverse economic and industry conditions;
|
|
•
|
Limit our ability to engage in strategic acquisitions;
|
|
•
|
Require us to dedicate a substantial portion of our cash flow from operations toward repayment of our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes;
|
|
•
|
Limit our flexibility in planning for, or reacting to, changes in our business and the markets in which we operate;
|
|
•
|
Place us at a competitive disadvantage compared to our competitors that have less debt; and
|
|
•
|
Limit, among other things, our ability to borrow additional funds on favorable terms or at all.
|
The terms of the indentures governing the 8.25% senior notes and the 8.125% senior notes, and the credit agreement governing the 2012 senior credit facility allow us to issue and incur additional debt upon satisfaction of conditions set forth in the respective agreements. If new debt is added to current debt levels, the related risks described above could increase.
At
March 31, 2012
, we had $50.0 million of borrowing capacity available under the 2012 ABL Revolver to support our operating activities.
Our operating flexibility is limited in significant respects by the restrictive covenants in our senior credit facility and the indenture governing our senior notes.
Our senior credit facility and the indenture governing our senior notes impose restrictions that could impede our ability to enter into certain corporate transactions, as well as increase our vulnerability to adverse economic and industry conditions by limiting our flexibility in planning for, and reacting to, changes in our business and industry. These restrictions limit our ability to, among other things:
|
•
|
Borrow money or issue guarantees;
|
|
•
|
Pay dividends, repurchase stock from or make other restricted payments to stockholders;
|
|
•
|
Make investments or acquisitions;
|
|
•
|
Use assets as security in other transactions;
|
|
•
|
Sell assets or merge with or into other companies;
|
|
•
|
Enter into transactions with affiliates;
|
|
•
|
Sell stock in our subsidiaries; and
|
21
|
•
|
Direct our subsidiaries to pay dividends or make other payments to us.
|
Our ability to engage in these types of transactions is generally limited by the terms of the senior credit facility and the indenture governing the senior notes, even if we believe that a specific transaction would positively contribute to our future growth, operating results or profitability. However, if we are able to enter into these types of transactions under the terms of the senior credit facility and the indenture, or if we obtain a waiver with respect to any specific transaction, that transaction may cause our indebtedness to increase, may not result in the benefits we anticipate or may cause us to incur greater costs or suffer greater disruptions in our business than we anticipate, and could therefore, have a material adverse effect on our business, financial condition and results from operations.
In addition, the new senior credit facility requires us to maintain certain leverage, interest coverage and fixed charge ratios. Although we believe we can continue to meet and/or maintain the financial covenants contained in our credit agreement, our ability to do so may be affected by events outside our control. Covenants in our senior credit facility also require us to use 100% of the proceeds we receive from debt issuances to repay outstanding borrowings under our senior credit facility. Any failure by us to comply with the terms and conditions of the credit agreement and the indenture governing the senior notes could have a material adverse effect on our business, financial condition and results from operations.
The senior credit facility and the indentures governing the senior notes contain cross-default provisions that could result in the acceleration of all of our indebtedness.
The senior credit facility and the indentures governing the senior notes contain provisions that allow the respective creditors to declare all outstanding borrowings under one agreement to be immediately due and payable as a result of a default under the other agreement. Consequently, under the senior credit facility, failure to make a payment required by the indentures governing the senior notes, among other things, may lead to an event of default under the senior credit facility. Similarly, an event of default or failure to make a required payment at maturity under the senior credit facility, among other things, may lead to an event of default under the indentures governing the senior notes. If the debt under the senior credit facility and indentures governing the senior notes were to both be accelerated, the aggregate amount immediately due and payable as of
March 31, 2012
would have been approximately $1,135.0 million. We presently do not have sufficient liquidity to repay these borrowings in the event they were to be accelerated, and we may not have sufficient liquidity in the future to do so. Additionally, we may not be able to borrow money from other lenders to enable us to refinance the indebtedness. At
March 31, 2012
, the book value of our current assets was $147.0 million. Although the book value of our total assets was $1,758.3 million, approximately $1,574.2 million was in the form of intangible assets, including goodwill of $173.7 million, a significant portion of which is illiquid and may not be available to satisfy our creditors in the event our debt is accelerated.
Any failure to comply with the restrictions of the senior credit facility, the indentures governing the senior notes or any other subsequent financing agreements may result in an event of default. Such default may allow the creditors to accelerate the related debt, as well as any other debt to which the cross-acceleration or cross-default provisions apply. In addition, the lenders may be able to terminate any commitments they had made to supply us with additional funding. As a result, any default by us under our credit agreement, indentures governing the senior notes or any other financing agreement, could have a material adverse effect on our business, financial condition and results from operations.
Litigation may adversely affect our business, financial condition and results of operations.
Our business is subject to the risk of litigation by employees, customers, consumers, suppliers, stockholders or others through private actions, class actions, administrative proceedings, regulatory actions or other litigation. The outcome of litigation, particularly class action lawsuits and regulatory actions, is difficult to assess or quantify. Plaintiffs in these types of lawsuits may seek recovery of very large or indeterminate amounts, and the magnitude of the potential loss relating to such lawsuits may remain unknown for substantial periods of time. The cost to defend current and future litigation may be significant. There may also be adverse publicity associated with litigation that could decrease customer acceptance of our products, regardless of whether the allegations are valid or whether we are ultimately found liable. Conversely, we may be required to initiate litigation against others to protect the value of our intellectual property and the goodwill associated therewith or enforce an agreement or contract that has been breached. These matters are extremely time consuming and expensive, but absolutely necessary to maintain enterprise value, protect our assets and realize the benefits of the agreements and contracts that we have negotiated and safeguard our future. As a result, litigation may adversely affect our business, financial condition and results of operations.
The trading price of our common stock may be volatile.
The trading price of our common stock could be subject to significant fluctuations in response to several factors, some of which are beyond our control, including (i) general stock market volatility, (ii) variations in our quarterly operating results, (iii) our
22
leveraged financial position, (iv) potential sales of additional shares of our common stock, (v) perceptions associated with the identification of material weaknesses in internal control over financial reporting, (vi) general trends in the consumer products industry, (vii) changes by securities analysts in their estimates or investment ratings, (viii) the relative illiquidity of our common stock, (ix) voluntary withdrawal or recall of products, (x) news regarding litigation in which we are or become involved, and (xi) general marketplace conditions brought on by economic recession.
We have no current intention of paying dividends to holders of our common stock.
We presently intend to retain our earnings, if any, for use in our operations, to facilitate strategic acquisitions, or to repay our outstanding indebtedness and have no current intention of paying dividends to holders of our common stock. In addition, our debt instruments limit our ability to declare and pay cash dividends on our common stock. As a result, your only opportunity to achieve a return on your investment in our common stock will be if the market price of our common stock appreciates and you sell your shares at a profit.
Our annual and quarterly results from operations may fluctuate significantly and could fall below the expectations of securities analysts and investors due to a number of factors, many of which are beyond our control, resulting in a decline in the price of our securities.
Our annual and quarterly results from operations may fluctuate significantly because of several factors, including:
|
•
|
Increases and decreases in average quarterly revenues and profitability;
|
|
•
|
The rate at which we make acquisitions or develop new products and successfully market them;
|
|
•
|
Our inability to increase the sales of our existing products and expand their distribution;
|
|
•
|
Adverse regulatory or market events in our international markets;
|
|
•
|
Litigation matters;
|
|
•
|
Changes in consumer preferences, spending habits and competitive conditions, including the effects of competitors’ operational, promotional or expansion activities;
|
|
•
|
Seasonality of our products;
|
|
•
|
Fluctuations in commodity prices, product costs, utilities and energy costs, prevailing wage rates, insurance costs and other costs;
|
|
•
|
Our ability to recruit, train and retain qualified employees, and the costs associated with those activities;
|
|
•
|
Changes in advertising and promotional activities and expansion to new markets;
|
|
•
|
Negative publicity relating to us and the products we sell;
|
|
•
|
Unanticipated increases in infrastructure costs;
|
|
•
|
Impairment of goodwill or long-lived assets;
|
|
•
|
Changes in interest rates; and
|
|
•
|
Changes in accounting, tax, regulatory or other rules applicable to our business.
|
Our quarterly operating results and revenues may fluctuate as a result of any of these or other factors. Accordingly, results for any one quarter are not necessarily indicative of results to be expected for any other quarter or for any year, and revenues for any particular future period may decrease. In the future, operating results may fall below the expectations of securities analysts and investors. In that event, the market price of our outstanding securities could be adversely impacted.
23
We can be adversely affected by the implementation of new, or changes in the interpretation of existing, accounting principles generally accepted in the United States of America (“GAAP”).
Our financial reporting complies with GAAP which is subject to change over time. If new rules or interpretations of existing rules require us to change our financial reporting, our financial condition and results from operations could be adversely affected.
Identification of a material weakness in internal controls over financial reporting may adversely affect our financial results.
We are subject to the ongoing internal control provisions of Section 404 of the Sarbanes-Oxley Act of 2002 and the regulations promulgated thereunder. Those provisions provide for the identification and reporting of material weaknesses in our system of internal controls over financial reporting. If such a material weakness is identified, it could indicate a lack of controls adequate to generate accurate financial statements. We routinely assess our internal controls over financial reporting, but we cannot assure you that we will be able to timely remediate any material weaknesses that may be identified in future periods, or maintain all of the controls necessary for continued compliance. Likewise, we cannot assure you that we will be able to retain sufficient skilled finance and accounting personnel, especially in light of the increased demand for such personnel among publicly-traded companies.
Provisions in our amended and restated certificate of incorporation and Delaware law may discourage potential acquirers of our company, which could adversely affect the value of our securities.
Our amended and restated certificate of incorporation provides that our board of directors is authorized to issue from time to time, without further stockholder approval, up to five million shares of preferred stock in one or more series of preferred stock issuances. Our board of directors may establish the number of shares to be included in each series of preferred stock and determine, as applicable, the voting and other powers, designations, preferences, rights, qualifications, limitations and restrictions for such series of preferred stock. The shares of preferred stock could have preferences over our common stock with respect to dividends and liquidation rights. We may issue additional preferred stock in ways which may delay, defer or prevent a change in control of the Company without further action by our stockholders. The shares of preferred stock may be issued with voting rights that may adversely affect the voting power of the holders of our common stock by increasing the number of outstanding shares having voting rights, and by the creation of class or series voting rights.
Our amended and restated certificate of incorporation, as amended, contains additional provisions that may have the effect of making it more difficult for a third party to acquire or attempt to acquire control of our company. In addition, we are subject to certain provisions of Delaware law that limit, in some cases, our ability to engage in certain business combinations with significant stockholders.
These provisions, either alone, or in combination with each other, give our current directors and executive officers the ability to significantly influence the outcome of a proposed acquisition of the Company. These provisions would apply even if an acquisition or other significant corporate transaction was considered beneficial by some of our stockholders. If a change in control or change in management is delayed or prevented by these provisions, the market price of our outstanding securities could be adversely impacted.
None.
24
Our corporate headquarters is located in Irvington, New York, a suburb of New York City. Primary functions performed at the Irvington facility include senior management, marketing, sales, operations, quality control and regulatory affairs, finance and legal. We believe our Irvington facility is adequate and the lease expires on April 30, 2014. We also have an administrative center in Jackson, Wyoming which we also believe is adequate. Primary functions performed at the Jackson facility include back office functions, such as invoicing, credit and collection, general ledger and customer service. The lease on the Jackson facility expires on December 31, 2012; however, we have the option to renew the lease on an annual basis. Both of our facilities serve the OTC Healthcare and Household Cleaning segments.
We are involved from time to time in routine legal matters and other claims incidental to our business. We review outstanding claims and proceedings internally and with external counsel as necessary to assess probability and amount of potential loss. These assessments are re-evaluated at each reporting period and as new information becomes available to determine whether a reserve should be established or if any existing reserve should be adjusted. The actual cost of resolving a claim or proceeding ultimately may be substantially different than the amount of the recorded reserve. In addition, because it is not permissible under GAAP to establish a litigation reserve until the loss is both probable and estimable, in some cases there may be insufficient time to establish a reserve prior to the actual incurrence of the loss (upon verdict and judgment at trial, for example, or in the case of a quickly negotiated settlement). We believe the resolution of routine matters and other incidental claims, taking our reserves into account, will not have a material adverse effect on our business, financial condition or results from operations.
None.
25
Market Information
Our common stock is listed on The New York Stock Exchange (“NYSE”) under the symbol “PBH.” The high and low closing prices of our common stock as reported by the NYSE for the two most recently completed fiscal years on a quarterly basis and the current year through April 30, 2012 are as follows:
|
|
High
|
Low
|
||||||
|
Year Ending March 31, 2013
|
|
|
||||||
|
April 1, 2012 - April 30, 2012
|
$
|
17.75
|
|
$
|
16.99
|
|
||
|
Year Ended March 31, 2012
|
|
|
||||||
|
Quarter Ended
:
|
|
|
||||||
|
June 30, 2011
|
$
|
12.91
|
|
$
|
10.87
|
|
||
|
September 30, 2011
|
13.44
|
|
8.37
|
|
||||
|
December 31, 2011
|
11.68
|
|
8.33
|
|
||||
|
March 31, 2012
|
17.73
|
|
11.21
|
|
||||
|
Year Ended March 31, 2011
|
|
|
||||||
|
Quarter Ended
:
|
|
|
||||||
|
June 30, 2010
|
$
|
9.95
|
|
$
|
7.08
|
|
||
|
September 30, 2010
|
9.93
|
|
7.21
|
|
||||
|
December 31, 2010
|
12.15
|
|
9.82
|
|
||||
|
March 31, 2011
|
12.59
|
|
10.60
|
|
||||
Unregistered Sales of Equity Securities and Use of Proceeds
There were no equity securities sold by us during the quarter ended
March 31, 2012
that were not registered under the Securities Act.
There were no purchases of shares of our common stock made during the quarter ended
March 31, 2012
, by or on behalf of us or any “affiliated purchaser,” as defined by Rule 10b-18(a)(3) of the Exchange Act.
Holders
As of April 30, 2012, there were 38 holders of record of our common stock. The number of record holders does not include beneficial owners whose shares are held in the names of banks, brokers, nominees or other fiduciaries.
Dividend Policy
Common Stock
We have not in the past paid, and do not expect for the foreseeable future to pay, cash dividends on our common stock. Instead, we anticipate that all of our earnings in the foreseeable future will be used in our operations, to facilitate strategic acquisitions, or to pay down our outstanding indebtedness. Any future determination to pay dividends will be at the discretion of our board of directors and will depend upon, among other factors, our results from operations, financial condition, capital requirements and contractual restrictions limiting our ability to declare and pay cash dividends, including restrictions under our 2012 Term Loan and the indentures governing our senior notes, and any other considerations our board of directors deems relevant.
26
Preferred Stock Dividend
On February 26, 2012, we declared a dividend of one preferred share purchase right (a “Right”), payable on March 8, 2012, for each share of our common stock, par value $0.01 per share, outstanding as of March 8, 2012 to the stockholders of record on that date. Each Right entitles the registered holder to purchase from us one one-thousandth of a share of Series A Preferred Stock, par value $0.01 per share (the “Preferred Shares”), of the Company at a price of $65.00 per one one-thousandth of a Preferred Share represented by a Right, subject to a dilution adjustment.
In connection with the distribution of the Rights, we entered into a Rights Agreement (the “Rights Agreement”), dated as of February 27, 2012, between us and Computershare Trust Company, N.A., as Rights Agent. The Rights are in all respects subject to and governed by the provisions of the Rights Agreement.
27
PERFORMANCE GRAPH
The following graph (“Performance Graph”) compares our cumulative total stockholder return since March 31, 2007, with the cumulative total stockholder return for the Standard & Poor's SmallCap 600 Index, the Russell 2000 Index and our old and new peer group indices. The Company is included in each of the Standard & Poor's SmallCap 600 Index and the Russell 2000 Index. The Performance Graph assumes that the value of the investment in the Company’s common stock and each index was $100.00 on March 31, 2007. The Performance Graph was also prepared based on the assumption that all dividends paid, if any, were reinvested. The new peer group index was established in 2011 by the Company in connection with research regarding improvements to our executive compensation program in light of the significant recent growth of the Company. Based on the Company’s use of the new peer group for executive compensation benchmarking purposes, we believe the new peer group should be included in the Performance Graph. The Company previously used the old peer group.
|
March 31,
|
|||||||||||||||||||||||
|
Company/Market/Peer Group
|
2007
|
2008
|
2009
|
2010
|
2011
|
2012
|
|||||||||||||||||
|
Prestige Brands Holdings, Inc.
|
$
|
100.00
|
|
$
|
69.03
|
|
$
|
43.71
|
|
$
|
75.95
|
|
$
|
97.05
|
|
$
|
147.51
|
|
|||||
|
Russell 2000 Index
|
100.00
|
|
87.01
|
|
54.37
|
|
88.49
|
|
111.32
|
|
111.10
|
|
|||||||||||
|
S&P SmallCap 600 Index
|
100.00
|
|
89.40
|
|
55.37
|
|
90.80
|
|
113.74
|
|
119.44
|
|
|||||||||||
|
New Peer Group Index (1)
|
100.00
|
|
79.46
|
|
51.44
|
|
87.73
|
|
111.42
|
|
126.89
|
|
|||||||||||
|
Old Peer Group Index (1)
|
100.00
|
|
88.30
|
|
49.64
|
|
88.11
|
|
114.06
|
|
126.49
|
|
|||||||||||
|
(1)
|
The Peer Group Index is a self-constructed peer group consisting of companies in the consumer products industry with comparable revenues and market capitalization, from which the Company has been excluded. The new peer group index was constructed in connection with the Company’s analysis of its executive compensation program in light of the Company's significant recent growth. The new peer group index is comprised of: (i) B&G Food Holdings Corp., (ii) Hain Celestial Group, Inc., (iii) Hi Tech Pharmacal Co. Inc., (iv) Helen of Troy, Ltd., (v) Inter Parfums, Inc., (vi) Lifetime Brands, Inc., (vii) Maidenform Brands, Inc., (viii) Smart Balance, Inc., (ix) USANA Health Sciences, Inc., (x) WD-40 Company, and (xi) Zep, Inc. The old peer group index included some of the same companies as well as companies of smaller sizes.
|
The Performance Graph shall not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report on Form 10-K into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such Acts.
28
Prestige Brands Holdings, Inc.
|
(In thousands, except per share data)
|
Year Ended March 31,
|
||||||||||||||||||
|
|
2012
|
2011
|
2010
|
2009
|
2008
|
||||||||||||||
|
Income Statement Data
|
|
|
|
|
|
||||||||||||||
|
Total revenues
|
$
|
441,085
|
|
$
|
336,510
|
|
$
|
292,602
|
|
$
|
294,346
|
|
$
|
306,571
|
|
||||
|
Cost of sales (1)
|
213,701
|
|
165,632
|
|
139,158
|
|
138,909
|
|
145,968
|
|
|||||||||
|
Gross profit
|
227,384
|
|
170,878
|
|
153,444
|
|
155,437
|
|
160,603
|
|
|||||||||
|
Advertising and promotion
|
57,127
|
|
42,897
|
|
30,923
|
|
37,376
|
|
33,733
|
|
|||||||||
|
General and administrative (2)
|
56,700
|
|
41,960
|
|
34,195
|
|
31,888
|
|
31,414
|
|
|||||||||
|
Depreciation and amortization
|
10,734
|
|
9,876
|
|
10,001
|
|
8,872
|
|
8,667
|
|
|||||||||
|
Impairment of goodwill and intangibles
|
—
|
|
—
|
|
—
|
|
249,285
|
|
—
|
|
|||||||||
|
Interest expense, net
|
41,320
|
|
27,317
|
|
22,935
|
|
28,436
|
|
37,393
|
|
|||||||||
|
Gain on settlement
|
(5,063
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
|
Other expense (income)
|
5,409
|
|
300
|
|
2,656
|
|
—
|
|
(187
|
)
|
|||||||||
|
Income (loss) from continuing operations before income taxes
|
61,157
|
|
48,528
|
|
52,734
|
|
(200,420
|
)
|
49,583
|
|
|||||||||
|
Provision (benefit) for income taxes
|
23,945
|
|
19,349
|
|
20,664
|
|
(10,876
|
)
|
18,558
|
|
|||||||||
|
Income (loss) from continuing operations
|
37,212
|
|
29,179
|
|
32,070
|
|
(189,544
|
)
|
31,025
|
|
|||||||||
|
Discontinued Operations
|
|
|
|
|
|
||||||||||||||
|
Income (loss) from discontinued operations, net of income tax
|
—
|
|
591
|
|
(112
|
)
|
2,768
|
|
2,894
|
|
|||||||||
|
(Loss) gain on sale of discontinued operations, net of income tax
|
—
|
|
(550
|
)
|
157
|
|
—
|
|
—
|
|
|||||||||
|
Net income (loss) available to common stockholders
|
$
|
37,212
|
|
$
|
29,220
|
|
$
|
32,115
|
|
$
|
(186,776
|
)
|
$
|
33,919
|
|
||||
|
Basic earnings per share:
|
|
|
|
|
|
|
|||||||||||||
|
Income (loss) from continuing operations
|
$
|
0.74
|
|
$
|
0.58
|
|
$
|
0.64
|
|
$
|
(3.80
|
)
|
$
|
0.62
|
|
||||
|
Income (loss) from discontinued operations and gain (loss) from sale of discontinued operations
|
—
|
|
—
|
|
—
|
|
0.06
|
|
0.06
|
|
|||||||||
|
Net income (loss)
|
$
|
0.74
|
|
$
|
0.58
|
|
$
|
0.64
|
|
$
|
(3.74
|
)
|
$
|
0.68
|
|
||||
|
Diluted earnings per share:
|
|
|
|
|
|
|
|||||||||||||
|
Income (loss) from continuing operations
|
$
|
0.73
|
|
$
|
0.58
|
|
$
|
0.64
|
|
$
|
(3.80
|
)
|
$
|
0.62
|
|
||||
|
Income (loss) from discontinued operations and gain (loss) from sale of discontinued operations
|
—
|
|
—
|
|
—
|
|
0.06
|
|
0.06
|
|
|||||||||
|
Net income (loss)
|
$
|
0.73
|
|
$
|
0.58
|
|
$
|
0.64
|
|
$
|
(3.74
|
)
|
$
|
0.68
|
|
||||
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Basic
|
50,270
|
|
50,081
|
|
50,013
|
|
49,935
|
|
49,751
|
|
|||||||||
|
Diluted
|
50,748
|
|
50,338
|
|
50,085
|
|
49,935
|
|
50,039
|
|
|||||||||
29
|
|
Year Ended March 31,
|
||||||||||||||||||
|
Other Financial Data
|
2012
|
2011
|
2010
|
2009
|
2008
|
||||||||||||||
|
Capital expenditures
|
$
|
606
|
|
$
|
655
|
|
$
|
673
|
|
$
|
481
|
|
$
|
488
|
|
||||
|
Cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Operating activities
|
67,452
|
|
86,670
|
|
59,427
|
|
66,679
|
|
44,989
|
|
|||||||||
|
Investing activities
|
(662,206
|
)
|
(275,680
|
)
|
7,320
|
|
(4,672
|
)
|
(537
|
)
|
|||||||||
|
Financing activities
|
600,434
|
|
161,247
|
|
(60,831
|
)
|
(32,904
|
)
|
(52,132
|
)
|
|||||||||
|
|
March 31,
|
||||||||||||||||||
|
Balance Sheet Data
|
2012
|
2011
|
2010
|
2009
|
2008
|
||||||||||||||
|
Cash and cash equivalents
|
$
|
19,015
|
|
$
|
13,334
|
|
$
|
41,097
|
|
$
|
35,181
|
|
$
|
6,078
|
|
||||
|
Total assets
|
1,758,276
|
|
1,056,918
|
|
791,412
|
|
801,381
|
|
1,049,156
|
|
|||||||||
|
Total long-term debt, including current maturities
|
1,135,000
|
|
492,000
|
|
328,087
|
|
378,337
|
|
411,225
|
|
|||||||||
|
Stockholders’ equity
|
402,728
|
|
361,832
|
|
329,059
|
|
294,385
|
|
479,073
|
|
|||||||||
|
(1)
|
For 2012 and 2011, cost of sales included $1.8 million and $7.3 million, respectively, of charges related to the step-up of inventory associated with acquisitions.
|
|
(2)
|
General and administrative expense included $13.8 million of costs related to the GSK brands acquisition, $1.7 million of unsolicited offer defense costs in 2012, and $7.7 million of costs related to the acquisitions of Blacksmith and
Dramamine
in 2011.
|
30
The following discussion of our financial condition and results of operations should be read together with the “Selected Financial Data” and the Consolidated Financial Statements and the related notes included elsewhere in this Annual Report on Form 10-K. This discussion and analysis may contain forward-looking statements that involve certain risks, assumptions and uncertainties. Future results could differ materially from the discussion that follows for many reasons, including the factors described in Part I, Item 1A “Risk Factors” in this Annual Report on Form 10-K, as well as those described in future reports filed with the SEC.
General
We are engaged in the marketing, sales and distribution of brand name Over-the-Counter (“OTC”) Healthcare and Household Cleaning products to mass merchandisers, drug stores, supermarkets and dollar and club stores primarily in the United States and Canada. We continue to use the strength of our brands, our established retail distribution network, a low-cost operating model and our experienced management team as a competitive advantage to grow our presence in these categories and, as a result, grow our sales and profits.
We have grown our brand portfolio both organically and through acquisitions. We develop our existing brands by investing in new product lines, brand extensions and strong advertising support. Acquisitions of OTC brands have also been an important part of our growth strategy. We have acquired strong and well-recognized brands from consumer products and pharmaceutical companies. While many of these brands have long histories of brand development and investment, we believe that, at the time we acquired them, most were considered “non-core” by their previous owners. As a result, these acquired brands did not benefit from adequate management focus and marketing support during the period prior to their acquisition, which created significant opportunities for us to reinvigorate these brands and improve their performance post-acquisition. After adding a brand to our portfolio, we seek to increase its sales, market share and distribution in both existing and new channels through our established retail distribution network. We pursue this growth through increased spending on advertising and promotional support, new sales and marketing strategies, improved packaging and formulations, and innovative development of brand extensions.
Acquisitions
Acquisition of GlaxoSmithKline OTC Brands
On December 20, 2011, we entered into two separate agreements with GlaxoSmithKline plc (“GSK”) to acquire a total of 17 North American OTC pharmaceutical brands for $660.0 million in cash. On January 31, 2012, we completed, subject to a post-closing inventory and apportionment adjustment, as defined in the GSK agreement, the acquisition of 15 North American OTC healthcare brands owned by GSK and its affiliates (the “GSK Brands I”) for $615.0 million in cash, including the related contracts, trademarks and inventory.
The GSK Brands I include, among other brands,
BC
,
Goody's
and
Ecotrin
brands of pain relievers;
Beano
,
Gaviscon
,
Phazyme
,
Tagamet
and
Fiber Choice
gastrointestinal brands; and the
Sominex
sleep aid brand. These brands are complementary to our existing OTC Healthcare portfolio.
On March 30, 2012, we completed the acquisition of the other two OTC pharmaceutical brands, the
Debrox
and
Gly-Oxide
brands (the “GSK Brands II”) in the United States for $45.0 million in cash, including the related contracts, trademarks and inventory, subject to a post-closing inventory adjustment. The GSK Brands II are also complementary to our existing OTC Healthcare portfolio.
These acquisitions were accounted for in accordance with the Business Combinations topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), which requires that the total cost of an acquisition be allocated to the tangible and intangible assets acquired and liabilities assumed based upon their respective fair values at the date of acquisition.
The purchase price of GSK Brands I and GSK Brands II was funded by cash provided by the issuance of long-term debt and additional bank borrowings, which are discussed further in Note 10 to the Consolidated Financial Statements in this Annual Report on Form 10-K.
In April 2012, we received the post-closing inventory and apportionment adjustments to the acquisitions of the GSK Brands I and GSK Brands II, which required an additional $2.8 million to be paid to GSK.
Concurrent with the closing of the transaction on January 31, 2012, we entered into a Transitional Services Agreement with GSK (the “TSA”), whereby GSK is to provide various services including: marketing, operations, finance and other services from the
31
acquisition date through June 30, 2012. As part of the TSA, GSK will, among other things, ship products, invoice customers, collect from customers and pay certain vendors on our behalf. Our costs under the TSA are approximately $2.5 million per month for the length of the agreement and may be reduced if we remove certain services as we transition these processes to us. We incurred $5.0 million in TSA costs for the period ended March 31, 2012. Pursuant to such arrangement, we will receive, on a monthly basis the net amount owed to us for revenues and expenses, net of GSK's TSA fees and inventory that GSK purchased on our behalf. As a result, a net amount due of $8.4 million from GSK is included in our accounts receivable at March 31, 2012.
The allocation of the purchase price to assets acquired is based on a valuation which we performed to determine the fair value of such assets as of the acquisition date. The following table summarizes our preliminary allocation of the $662.8 million purchase price to the assets we acquired at the GSK Brands I and GSK Brands II (collectively, the “GSK Brands”) acquisition dates:
|
(In thousands)
|
GSK Brands I (January 31, 2012)
|
GSK Brands II (March 30, 2012)
|
Total
|
|||||||||
|
Inventory
|
$
|
14,820
|
|
$
|
250
|
|
$
|
15,070
|
|
|||
|
Prepaid expenses
|
3,575
|
|
—
|
|
3,575
|
|
||||||
|
Trade names
|
542,892
|
|
81,257
|
|
624,149
|
|
||||||
|
Goodwill
|
17,401
|
|
2,605
|
|
20,006
|
|
||||||
|
Total purchase price
|
$
|
578,688
|
|
$
|
84,112
|
|
$
|
662,800
|
|
|||
Transaction and other costs of $13.8 million associated with the GSK Brands acquisition are included in general and administrative expenses in our Consolidated Statement of Operations for 2012.
We recorded goodwill based on the amount by which the purchase price exceeded the fair value of assets acquired. The amount of goodwill deductible for tax purposes is $20.0 million.
The fair value of the trade names is comprised of $556.9 million of non-amortizable intangible assets and $67.2 million of amortizable intangible assets. We are amortizing the purchased amortizable intangible assets on a straight-line basis over an estimated weighted average useful life of 19.3 years. The weighted average remaining life for amortizable intangible assets at March 31, 2012 was 19.1 years.
The operating results of GSK Brands I have been included in our Consolidated Financial Statements from February 1, 2012, the day following the date of acquisition. Revenues of the acquired operations from February 1, 2012 through March 31, 2012 were $30.4 million and the net loss was $2.8 million. The operating results of GSK Brands II will be included in our Consolidated Financial Statements beginning April 1, 2012. Accordingly, we did not record any revenues or operating results in the accompanying Consolidated Financial Statements related to GSK Brands II.
Blacksmith Acquisition
On November 1, 2010, we acquired 100% of the capital stock of Blacksmith Brands Holdings, Inc. (“Blacksmith”) for $190.0 million in cash, plus a working capital adjustment of $13.4 million, and we paid an additional $1.1 million on behalf of Blacksmith for the seller's transaction costs. As previously disclosed, we brought to arbitration a matter regarding the working capital adjustment related to Blacksmith. On July 20, 2011, we received notification from the arbitrator that we would be awarded a working capital adjustment pending final resolution and distribution from the escrow agent. In September 2011, we received $1.2 million in settlement of this matter, which reduced the amount of recorded goodwill related to Blacksmith.
As a result of this acquisition, we acquired five leading consumer OTC brands:
Efferdent, Effergrip, PediaCare, Luden's,
and
NasalCrom
. We believe, the acquisition of the five brands enhances our position in the OTC market and that these brands will benefit from a targeted advertising and marketing program, as well as our business model of outsourcing manufacturing and the elimination of redundant operations. The purchase price was funded by cash provided by the issuance of long-term debt and additional bank borrowings, which are discussed further in Note 10 to the Consolidated Financial Statements in this Annual Report on Form 10-K.
The Blacksmith acquisition was accounted for in accordance with the Business Combinations topic of the ASC, which requires that the total cost of an acquisition be allocated to the tangible and intangible assets acquired and liabilities assumed based upon their respective fair values at the date of acquisition.
The following table summarizes our final allocation of the $203.4 million purchase price to the assets we acquired and liabilities
we
assumed on the Blacksmith acquisition date:
32
|
(In thousands)
|
November 1, 2010
|
|||
|
Cash acquired
|
$
|
2,507
|
|
|
|
Accounts receivable, net
|
17,473
|
|
||
|
Other receivables
|
1,198
|
|
||
|
Income taxes receivable
|
5
|
|
||
|
Inventories
|
22,155
|
|
||
|
Prepaids and other current assets
|
44
|
|
||
|
Property, plant and equipment, net
|
226
|
|
||
|
Goodwill
|
42,207
|
|
||
|
Trademarks
|
165,346
|
|
||
|
Other long-term assets
|
19
|
|
||
|
Total assets acquired
|
251,180
|
|
||
|
Accounts payable
|
7,060
|
|
||
|
Accrued expenses
|
5,212
|
|
||
|
Income taxes payable
|
2,031
|
|
||
|
Deferred income taxes
|
33,526
|
|
||
|
Total liabilities assumed
|
47,829
|
|
||
|
Total purchase price
|
$
|
203,351
|
|
|
Transaction and other costs of $7.2 million associated with the Blacksmith acquisition are included in general and administrative expenses in our statement of operations for 2011.
We recorded goodwill based on the amount by which the purchase price exceeded the fair value of net assets acquired. The amount of goodwill deductible for tax purposes is $4.6 million.
The fair value of the trademarks is comprised of $158.0 million of non-amortizable intangible assets and $7.3 million of amortizable intangible assets. We are amortizing the purchased amortizable intangible assets on a straight-line basis over an estimated useful life of 15 years. The weighted average remaining life for the amortizable intangible assets at March 31, 2012 was 13.6 years.
The operating results of Blacksmith have been included in our Consolidated Financial Statements from November 1, 2010, the date of acquisition. Revenues of the acquired operations from November 1, 2010 through March 31, 2011 were $34.8 million and the net loss was $4.8 million.
The following table provides our combined unaudited pro forma revenues, income from continuing operations and income from continuing operations per basic and diluted common share as if the results of Blacksmith and GSK Brands occurred on April 1, 2010. The pro forma results were prepared from financial information obtained from the sellers of the businesses, as well as information obtained during the due diligence processes associated with the acquisitions. The unaudited pro forma results reflect certain adjustments related to the acquisitions, such as increased depreciation and amortization expense resulting from the stepped-up basis to fair value of the assets acquired and adjustments to reflect the Company's borrowing and tax rates. This pro forma information is not necessarily indicative either of the combined results of operations that actually would have been realized by us had the acquisition of the Blacksmith and GSK brands been consummated at the beginning of the period for which the pro forma information is presented, or of future results.
33
|
Year Ended March 31,
|
||||||||
|
(In thousands, except per share data)
|
2012
|
2011
|
||||||
|
(Unaudited)
|
||||||||
|
Revenues
|
$
|
616,849
|
|
$
|
599,543
|
|
||
|
Income from continuing operations
|
69,989
|
|
34,913
|
|
||||
|
Basic earnings per share:
|
||||||||
|
Income from continuing operations
|
$
|
1.39
|
|
$
|
0.70
|
|
||
|
Diluted earnings per share:
|
||||||||
|
Income from continuing operations
|
$
|
1.38
|
|
$
|
0.69
|
|
||
Dramamine Acquisition
On January 6, 2011, we acquired certain assets comprising the
Dramamine
brand in the United States. The purchase price was $77.1 million in cash, after a $0.1 million post-closing inventory adjustment and including transaction costs of $1.2 million incurred in the acquisition. We acquired the
Dramamine
brand primarily to expand our brand offerings and complement our existing OTC brands. The purchase price was funded by cash on hand.
In accounting for the acquisition of the
Dramamine
brand, we considered the Business Combinations topic of the ASC. Accordingly, as the
Dramamine
assets acquired do not constitute a business, as defined in the ASC, we have accounted for the transaction as an asset acquisition. The total consideration paid, including transaction costs, have been allocated to the tangible and intangible assets acquired based upon their relative fair values at the date of acquisition.
The allocation of the purchase price to assets acquired assumed is based on valuations we performed to determine the fair value of such assets as of the acquisition date. The following table summarizes our allocation of the $77.1 million purchase price to the assets we acquired comprising the assets of the
Dramamine
brand:
|
(In thousands)
|
January 6, 2011
|
|||
|
Inventories
|
$
|
1,249
|
|
|
|
Trademark
|
75,866
|
|
||
|
Total purchase price
|
$
|
77,115
|
|
|
The $75.9 million fair value of the acquired
Dramamine
trademark was comprised of non-amortizable intangible assets.
Discontinued Operations and Sale of Certain Assets
On September 1, 2010, we sold certain assets related to the
Cutex
nail polish remover brand for $4.1 million. In accordance with the Discontinued Operations topic of the ASC, we reclassified the related operating results as discontinued operations in the Consolidated Financial Statements and related notes in this Annual Report on Form 10-K for all periods presented. We recognized a loss of $0.9 million on a pre-tax basis and $0.6 million, net of related tax effects of $0.3 million, on the sale in 2011. As a result of the divestiture of
Cutex
, which comprised a substantial majority of the assets in our previously reported Personal Care segment, we reclassified the remaining Personal Care segment assets to the OTC Healthcare segment for all periods presented.
In October 2009, we sold certain assets related to the shampoo brands. In accordance with the Discontinued Operations topic of the ASC, we reclassified the related operating results as discontinued in the Consolidated Financial Statements and related notes for all periods presented. We recognized a gain of $0.3 million on a pre-tax basis and $0.2 million, net of related tax effects of $0.1 million, on the sale in 2010. The total sales price for the assets was $9.0 million, subject to an inventory adjustment, with $8.0 million received upon closing. We received the remaining $1.0 million in October 2010.
34
The following table summarizes the results of discontinued operations:
|
(In thousands)
|
Year Ended March 31,
|
||||||||||
|
|
2012
|
2011
|
2010
|
||||||||
|
Components of Income
|
|
|
|
||||||||
|
Revenues
|
$
|
—
|
|
$
|
4,027
|
|
$
|
14,474
|
|
||
|
Income (loss) from discontinued operations, net of tax
|
—
|
|
591
|
|
(112
|
)
|
|||||
Critical Accounting Policies and Estimates
Our significant accounting policies are described in the notes to the audited Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K. While all significant accounting policies are important to our Consolidated Financial Statements, certain of these policies may be viewed as being critical. Such policies are those that are both most important to the portrayal of our financial condition and results from operations and require our most difficult, subjective and complex estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses or the related disclosure of contingent assets and liabilities. These estimates are based upon our historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates. The most critical accounting policies are as follows:
Revenue Recognition
We recognize revenue when the following revenue recognition criteria are met: (i) persuasive evidence of an arrangement exists; (ii) the product has been shipped and the customer takes ownership and assumes the risk of loss; (iii) the selling price is fixed or determinable; and (iv) collection of the resulting receivable is reasonably assured. We have determined that these criteria are met and the transfer of risk of loss generally occurs when product is received by the customer, and, accordingly we recognize revenue at that time. Provision is made for estimated discounts related to customer payment terms and estimated product returns at the time of sale based on our historical experience.
As is customary in the consumer products industry, we participate in the promotional programs of our customers to enhance the sale of our products. The cost of these promotional programs is recorded as advertising and promotional expenses or as a reduction of sales based upon the nature of such items and the applicable accounting guidance. Such costs vary from period to period based on the actual number of units sold during a finite period of time. We estimate the cost of such promotional programs at their inception based on historical experience and current market conditions and reduce sales by such estimates. These promotional programs consist of direct-to-consumer incentives, such as coupons and temporary price reductions, as well as incentives to our customers, such as allowances for new distribution, including slotting fees, and cooperative advertising. Direct reimbursements of advertising costs are reflected as a reduction of advertising costs in the periods in which the reimbursement criteria are achieved. We do not provide incentives to customers for the acquisition of product in excess of normal inventory quantities, because such incentives would increase the potential for future returns, as well as reduce sales in the subsequent fiscal periods.
Estimates of costs of promotional programs are based on (i) historical sales experience, (ii) the current promotional offering, (iii) forecasted data, (iv) current market conditions, and (v) communication with customer purchasing/marketing personnel. At the completion of the promotional program, the estimated amounts are adjusted to actual results. Our related promotional expense for 2012 was $32.2 million. We participated in over 7,000 promotional campaigns in 2012, resulting in an average cost of less than $5,000 per campaign. Of such amount, only approximately 1,000 payments were in excess of $5,000. We believe that the estimation methodologies employed, combined with the nature of the promotional campaigns, make the likelihood remote that our obligation would be misstated by a material amount. However, for illustrative purposes, had we underestimated the promotional program rate by 10% for 2012, our sales and operating income would have been reduced by approximately $3.2 million. Net income would have been adversely affected by approximately $1.9 million.
We also periodically run coupon programs in Sunday newspaper inserts, on our product website or as on-package instant redeemable coupons. We utilize a national clearing house to process coupons redeemed by customers. At the time a coupon is distributed, a provision is made based upon historical redemption rates for that particular product, information provided as a result of the clearing house’s experience with coupons of similar dollar value, the length of time the coupon is valid, and the seasonality of the coupon drop, among other factors. During 2012, we had 127 coupon events. The amount recorded against revenues and accrued for these events during the year was $7.2 million. Cash settlement of coupon redemptions during the year was $6.4 million.
Allowances for Product Returns
Due to the nature of the consumer products industry, we are required to estimate future product returns. Accordingly, we record an estimate of product returns concurrent with the recording of sales. Such estimates are made after analyzing (i) historical return
35
rates, (ii) current economic trends, (iii) changes in customer demand, (iv) product acceptance, (v) seasonality of our product offerings, and (vi) the impact of changes in product formulation, packaging and advertising.
We construct our returns analysis by looking at the previous year’s return history for each brand. Subsequently, each month, we estimate our current return rate based upon an average of the previous six months’ return rate and review that calculated rate for reasonableness, giving consideration to the other factors described above. Our historical return rate has been relatively stable; for example, for the years ended March 31, 2012, 2011 and 2010, returns represented 2.9%, 2.7% and 3.8%, respectively, of gross sales. At March 31, 2012 and 2011, the allowance for sales returns was $3.3 million and $5.2 million, respectively.
While we utilize the methodology described above to estimate product returns, actual results may differ materially from our estimates, causing our future financial results to be adversely affected. Among the factors that could cause a material change in the estimated return rate would be significant unexpected returns with respect to a product or products that comprise a significant portion of our revenues. Based upon the methodology described above and our actual returns experience, management believes the likelihood of such an event remains remote. As noted, over the last three years our actual product return rate has stayed within a range of 2.7% to 3.8% of gross sales. A hypothetical increase of 0.1% in our estimated return rate as a percentage of gross sales would have decreased our reported sales and operating income for 2012 by approximately $0.5 million. Net income would have been reduced by approximately $0.3 million.
Lower of Cost or Market for Obsolete and Damaged Inventory
We value our inventory at the lower of cost or market value. Accordingly, we reduce our inventories for the diminution of value resulting from product obsolescence, damage or other issues affecting marketability, equal to the difference between the cost of the inventory and its estimated market value. Factors utilized in the determination of estimated market value include (i) current sales data and historical return rates, (ii) estimates of future demand, (iii) competitive pricing pressures, (iv) new product introductions, (v) product expiration dates, and (vi) component and packaging obsolescence.
Many of our products are subject to expiration dating. As a general rule, our customers will not accept goods with expiration dating of less than 12 months from the date of delivery. To monitor this risk, management utilizes a detailed compilation of inventory with expiration dating between zero and 15 months and reserves for 100% of the cost of any item with expiration dating of 12 months or less. Inventory obsolescence costs charged to operations for 2012, 2011, and 2010 were $3.3 million, $0.2 million and $1.7 million, respectively, or 0.8%, 0.1% and 0.6%, respectively, of net sales.
Allowance for Doubtful Accounts
In the ordinary course of business, we grant non-interest bearing trade credit to our customers on normal credit terms. We maintain an allowance for doubtful accounts receivable, which is based upon our historical collection experience and expected collectability of the accounts receivable. In an effort to reduce our credit risk, we (i) establish credit limits for all of our customer relationships, (ii) perform ongoing credit evaluations of our customers’ financial condition, (iii) monitor the payment history and aging of our customers’ receivables, and (iv) monitor open orders against an individual customer’s outstanding receivable balance.
We establish specific reserves for those accounts which file for bankruptcy, have no payment activity for 180 days, or have reported major negative changes to their financial condition. The allowance for bad debts amounted to 1.1% and 0.9% of accounts receivable at March 31, 2012 and 2011, respectively. Bad debt expense in each of the years 2012, 2011 and 2010 was $0.2 million, representing 0.1% of net sales for each of 2012, 2011 and 2010.
While management believes that it is diligent in its evaluation of the adequacy of the allowance for doubtful accounts, an unexpected event, such as the bankruptcy filing of a major customer, could have an adverse effect on our future financial results. A hypothetical increase of 0.1% in our bad debt expense as a percentage of sales in 2012 would have resulted in a decrease in reported operating income of approximately $0.4 million, and a decrease in our reported net income of approximately $0.3 million.
Valuation of Intangible Assets and Goodwill
Goodwill and intangible assets amounted to $1,574.2 million and $941.3 million at March 31, 2012 and 2011, respectively. At March 31, 2012 and 2011, goodwill and intangible assets were apportioned among similar product groups within our two operating segments as follows:
36
|
March 31, 2012
|
March 31, 2011
|
||||||||||||||||||||||
|
|
Over-the-
Counter
Healthcare
|
Household
Cleaning
|
Consolidated
|
Over-the-
Counter
Healthcare
|
Household
Cleaning
|
Consolidated
|
|||||||||||||||||
|
(
In thousands
)
|
|
|
|
|
|
||||||||||||||||||
|
Goodwill
|
$
|
166,313
|
|
$
|
7,389
|
|
$
|
173,702
|
|
$
|
147,507
|
|
$
|
7,389
|
|
$
|
154,896
|
|
|||||
|
Intangible assets, net
|
|
|
|
|
|
|
|||||||||||||||||
|
Indefinite-lived:
|
|
|
|
|
|||||||||||||||||||
|
Analgesics
|
342,164
|
|
—
|
|
342,164
|
|
—
|
|
—
|
|
—
|
|
|||||||||||
|
Cough & Cold
|
185,453
|
|
—
|
|
185,453
|
|
185,453
|
|
—
|
|
185,453
|
|
|||||||||||
|
Gastrointestinal
|
214,060
|
|
—
|
|
214,060
|
|
75,866
|
|
—
|
|
75,866
|
|
|||||||||||
|
Eye & Ear Care
|
172,552
|
|
—
|
|
172,552
|
|
95,980
|
|
—
|
|
95,980
|
|
|||||||||||
|
Dermatologicals
|
149,927
|
|
—
|
|
149,927
|
|
149,927
|
|
—
|
|
149,927
|
|
|||||||||||
|
Oral Care
|
61,438
|
|
—
|
|
61,438
|
|
61,438
|
|
—
|
|
61,438
|
|
|||||||||||
|
Other OTC
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||
|
Household Cleaning
|
—
|
|
119,820
|
|
119,820
|
|
—
|
|
119,820
|
|
119,820
|
|
|||||||||||
|
Total indefinite-lived intangible assets, net
|
1,125,594
|
|
119,820
|
|
1,245,414
|
|
568,664
|
|
119,820
|
|
688,484
|
|
|||||||||||
|
Finite-lived:
|
|
|
|
|
|||||||||||||||||||
|
Analgesics
|
4,585
|
|
—
|
|
4,585
|
|
—
|
|
—
|
|
—
|
|
|||||||||||
|
Cough & Cold
|
17,803
|
|
—
|
|
17,803
|
|
18,225
|
|
—
|
|
18,225
|
|
|||||||||||
|
Gastrointestinal
|
27,690
|
|
—
|
|
27,690
|
|
—
|
|
—
|
|
—
|
|
|||||||||||
|
Eye & Ear Care
|
9,109
|
|
—
|
|
9,109
|
|
9,645
|
|
—
|
|
9,645
|
|
|||||||||||
|
Dermatologicals
|
7,651
|
|
—
|
|
7,651
|
|
9,382
|
|
—
|
|
9,382
|
|
|||||||||||
|
Oral Care
|
19,880
|
|
—
|
|
19,880
|
|
16,353
|
|
—
|
|
16,353
|
|
|||||||||||
|
Other OTC
|
38,734
|
|
—
|
|
38,734
|
|
12,872
|
|
—
|
|
12,872
|
|
|||||||||||
|
Household Cleaning
|
—
|
|
29,656
|
|
29,656
|
|
—
|
|
31,400
|
|
31,400
|
|
|||||||||||
|
Total finite-lived intangible assets, net
|
125,452
|
|
29,656
|
|
155,108
|
|
66,477
|
|
31,400
|
|
97,877
|
|
|||||||||||
|
Total intangible assets, net
|
1,251,046
|
|
149,476
|
|
1,400,522
|
|
635,141
|
|
151,220
|
|
786,361
|
|
|||||||||||
|
|
$
|
1,417,359
|
|
$
|
156,865
|
|
$
|
1,574,224
|
|
$
|
782,648
|
|
$
|
158,609
|
|
$
|
941,257
|
|
|||||
The increase in goodwill of $18.8 million for 2012 was due to goodwill of $20.0 million resulting from the GSK Brands acquisition, partially offset by $1.2 million of Blacksmith escrow settlement discussed in Note 7 to the Consolidated Financial Statements in this Annual Report on Form 10-K. The increase in the indefinite-lived intangible assets of $556.9 million for 2012 was due to the GSK Brands acquisition. The increase in the finite-lived intangible assets of $57.2 million for 2012 was due to $67.2 million of finite-lived assets acquired from GSK, offset by amortization of $10.0 million.
Our
Chloraseptic
,
Clear Eyes, Compound W, Dramamine, Efferdent, Luden's,
PediaCare, BC
,
Goody's,
Ecotrin,
Beano
,
Gaviscon
,
Phazyme
,
Tagamet,
Fiber Choice, Sominex,
and
Debrox
brands comprise the majority of the value of the intangible assets within the OTC Healthcare segment. The
Chore Boy,
Comet
and
Spic and Span
brands comprise substantially all of the intangible asset value within the Household Cleaning segment.
Goodwill and intangible assets comprise substantially all of our assets. Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed in a purchase business combination. Intangible assets generally represent our trademarks, brand names and patents. When we acquire a brand, we are required to make judgments regarding the value assigned to the associated intangible assets, as well as their respective useful lives. Management considers many factors both prior to and after the acquisition of an intangible asset in determining the value, as well as the useful life, assigned to each intangible asset that we acquire or continue to own and promote. The most significant factors are:
37
|
•
|
Brand History
|
A brand that has been in existence for a long period of time (e.g., 25, 50 or 100 years) generally warrants a higher valuation and longer life (sometimes indefinite) than a brand that has been in existence for a very short period of time. A brand that has been in existence for an extended period of time generally has been the subject of considerable investment by its previous owner(s) to support product innovation and advertising and promotion.
|
•
|
Market Position
|
Consumer products that rank number one or two in their respective market generally have greater name recognition and are known as quality product offerings, which warrant a higher valuation and longer life than products that lag in the marketplace.
|
•
|
Recent and Projected Sales Growth
|
Recent sales results present a snapshot as to how the brand has performed in the most recent time periods and represent another factor in the determination of brand value. In addition, projected sales growth provides information about the strength and potential longevity of the brand. A brand that has both strong current and projected sales generally warrants a higher valuation and a longer life than a brand that has weak or declining sales. Similarly, consideration is given to the potential investment, in the form of advertising and promotion, which is required to reinvigorate a brand that has fallen from favor.
|
•
|
History of and Potential for Product Extensions
|
Consideration also is given to the product innovation that has occurred during the brand’s history and the potential for continued product innovation that will determine the brand’s future. Brands that can be continually enhanced by new product offerings generally warrant a higher valuation and longer life than a brand that has always “followed the leader”.
After consideration of the factors described above, as well as current economic conditions and changing consumer behavior, management prepares a determination of an intangible asset’s value and useful life based on its analysis. Under accounting guidelines, goodwill is not amortized, but must be tested for impairment annually, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below the carrying amount. In a similar manner, indefinite-lived assets are not amortized. They are also subject to an annual impairment test, or more frequently if events or changes in circumstances indicate that the asset may be impaired. Additionally, at each reporting period an evaluation must be made to determine whether events and circumstances continue to support an indefinite useful life. Intangible assets with finite lives are amortized over their respective estimated useful lives and must also be tested for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable and exceeds its fair value.
On an annual basis, during the fourth fiscal quarter, or more frequently if conditions indicate that the carrying value of the asset may not be recovered, management performs a review of both the values and, if applicable, useful lives assigned to goodwill and intangible assets and tests for impairment.
We report goodwill and indefinite-lived intangible assets in two operating segments: OTC Healthcare and Household Cleaning. We identify our reporting units in accordance with the FASB ASC Subtopic 280-10, which is at the brand level, and one level below the operating segment level. The carrying value and fair value for intangible assets and goodwill for a reporting unit are calculated based on key assumptions and valuation methodologies previously discussed. As a result, any material changes to these assumptions could require us to record additional impairment in the future.
Goodwill
As of March 31, 2012, we had 15 reporting units with goodwill, including six reporting units resulting from the acquisition of the GSK brands. The aggregate fair value exceeded the carrying value by 29.1%. Since the acquisition of the GSK brands occurred recently, the fair value of these reporting units approximates the carrying value. For the remaining reporting units, no individual reporting unit's fair value exceeded its carrying value by less than 5.0%.
As part of our annual test for impairment of goodwill, management estimates the discounted cash flows of each reporting unit, which is at the brand level, and one level below the operating segment level, to estimate their respective fair values. In performing this analysis, management considers the same types of information as listed below in regard to finite-lived intangible assets. In the event that the carrying amount of the reporting unit exceeds the fair value, management would then be required to allocate the estimated fair value of the assets and liabilities of the reporting unit as if the unit was acquired in a business combination, thereby revaluing the carrying amount of goodwill. Future events, such as competition, technological advances and reductions in advertising support for our trademarks and trade names, could cause subsequent evaluations to utilize different assumptions.
38
Indefinite-Lived Intangible Assets
At each reporting period, management analyzes current events and circumstances to determine whether the indefinite life classification for a trademark or trade name continues to be valid. If circumstances warrant a change to a finite life, the carrying value of the intangible asset would then be amortized prospectively over the estimated remaining useful life.
Management tests the indefinite-lived intangible assets for impairment by comparing the carrying value of the intangible asset to its estimated fair value. Since quoted market prices are seldom available for trademarks and trade names such as ours, we utilize present value techniques to estimate fair value. Accordingly, management’s projections are utilized to assimilate all of the facts, circumstances and expectations related to the trademark or trade name and estimate the cash flows over its useful life. In performing this analysis, management considers the same types of information as listed below in regard to finite-lived intangible assets. Once that analysis is completed, a discount rate is applied to the cash flows to estimate fair value. In a manner similar to goodwill, future events, such as competition, technological advances and reductions in advertising support for our trademarks and trade names, could cause subsequent evaluations to utilize different assumptions.
Finite-Lived Intangible Assets
As mentioned above, when events or changes in circumstances indicate the carrying value of the assets may not be recoverable, management performs a review to ascertain the impact of events and circumstances on the estimated useful lives and carrying values of our trademarks and trade names. In connection with this analysis, management:
|
•
|
Reviews period-to-period sales and profitability by brand;
|
|
•
|
Analyzes industry trends and projects brand growth rates;
|
|
•
|
Prepares annual sales forecasts;
|
|
•
|
Evaluates advertising effectiveness;
|
|
•
|
Analyzes gross margins;
|
|
•
|
Reviews contractual benefits or limitations;
|
|
•
|
Monitors competitors’ advertising spend and product innovation;
|
|
•
|
Prepares projections to measure brand viability over the estimated useful life of the intangible asset; and
|
|
•
|
Considers the regulatory environment, as well as industry litigation.
|
If analysis of any of the aforementioned factors warrants a change in the estimated useful life of the intangible asset, management will reduce the estimated useful life and amortize the carrying value prospectively over the shorter remaining useful life. Management’s projections are utilized to assimilate all of the facts, circumstances and expectations related to the trademark or trade name and estimate the cash flows over its useful life. In the event that the long-term projections indicate that the carrying value is in excess of the undiscounted cash flows expected to result from the use of the intangible assets, management is required to record an impairment charge. Once that analysis is completed, a discount rate is applied to the cash flows to estimate fair value. The impairment charge is measured as the excess of the carrying amount of the intangible asset over fair value as calculated using the discounted cash flow analysis. Future events, such as competition, technological advances and reductions in advertising support for our trademarks and trade names, could cause subsequent evaluations to utilize different assumptions.
Impairment Analysis
We estimate the fair value of our intangible assets and goodwill using a discounted cash flow method. This discounted cash flow methodology is a widely-accepted valuation technique to estimate fair value utilized by market participants in the transaction evaluation process and has been applied consistently. In addition, we considered our market capitalization at March 31, 2012, as compared to the aggregate fair values of our reporting units, to assess the reasonableness of our estimates pursuant to the discounted cash flow methodology. As a result of our analysis, we did not record an impairment charge in 2012.
During the three month period ended March 31, 2010, we recorded a $2.8 million non-cash impairment charge to goodwill related to the
Cutex
brand, which was sold on September 1, 2010 and is included in the loss from discontinued operations for 2010. The impairment was the result of distribution losses and increased competition from private label store brands.
The discount rate utilized in the analyses, as well as future cash flows, may be influenced by such factors as changes in interest
39
rates and rates of inflation. Additionally, should the related fair values of goodwill and intangible assets continue to be adversely affected as a result of declining sales or margins caused by competition, changing consumer preferences, technological advances or reductions in advertising and promotional expenses, we may be required to record additional impairment charges in the future.
Stock-Based Compensation
The Compensation and Equity topic of the FASB ASC requires us to measure the cost of services to be rendered based on the grant-date fair value of the equity award. Compensation expense is to be recognized over the period during which an employee is required to provide service in exchange for the award, generally referred to as the requisite service period. Information utilized in the determination of fair value includes the following:
|
•
|
Type of instrument (i.e., restricted shares vs. an option, warrant or performance shares);
|
|
•
|
Strike price of the instrument;
|
|
•
|
Market price of our common stock on the date of grant;
|
|
•
|
Discount rates;
|
|
•
|
Duration of the instrument; and
|
|
•
|
Volatility of our common stock in the public market.
|
Additionally, management must estimate the expected attrition rate of the recipients to enable it to estimate the amount of non-cash compensation expense to be recorded in our financial statements. While management prepares various analyses to estimate the respective variables, a change in assumptions or market conditions, as well as changes in the anticipated attrition rates, could have a significant impact on the future amounts recorded as non-cash compensation expense. We recorded net non-cash compensation expense of $3.1 million, $3.6 million and $2.1 million during 2012, 2011 and 2010, respectively. During 2011 and 2010, performance goals related to certain restricted stock grants were met and recorded accordingly. Assuming no changes in assumptions and no new awards authorized by the Compensation Committee of the Board of Directors, we expect to record non-cash compensation expense of approximately $2.2 million during 2013. On May 9, 2012, the Compensation Committee of our Board of Directors granted 111,152 shares of restricted common stock units and stock options to acquire 422,962 shares of our common stock to certain executive officers and employees under the Plan.
Loss Contingencies
Loss contingencies are recorded as liabilities when it is probable that a liability has been incurred and the amount of such loss is reasonably estimable. Contingent losses are often resolved over longer periods of time and involve many factors including:
|
•
|
Rules and regulations promulgated by regulatory agencies;
|
|
•
|
Sufficiency of the evidence in support of our position;
|
|
•
|
Anticipated costs to support our position; and
|
|
•
|
Likelihood of a positive outcome.
|
Recent Accounting Pronouncements
In December 2011, the FASB issued guidance regarding disclosures about offsetting assets and liabilities. The new disclosure requirements mandate that entities disclose both gross and net information about instruments and transactions eligible for offset in the statement of financial position as well as instruments and transactions subject to an agreement similar to a master netting arrangement. In addition, the standard requires disclosure of collateral received and posted in connection with master netting agreements or similar arrangements. An entity will be required to disclose the following information for assets and liabilities within the scope of the new standard: (i) the gross amounts of those recognized assets and those recognized liabilities; (ii) the amounts offset to determine the net amounts presented in the statement of financial position; (iii) the net amounts presented in the statement of financial position; (iv) the amounts subject to an enforceable master netting arrangement or similar agreement not otherwise included in (ii); and (v) the net amount after deducting the amounts in (iv) from the amounts in (iii). The standard affects all entities with balances presented on a net basis in the financial statements, derivative assets and derivative liabilities, repurchase agreements, and financial assets and financial liabilities executed under a master netting or similar arrangement. This guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. We do not expect the adoption of this new guidance to have a material impact on our Consolidated Financial Statements. However, our arrangement with GSK provides that, during the term of the arrangement, we will receive a net monthly remittance and, therefore we will be reporting a net amount due from GSK in our accounts receivable.
In June 2011, the FASB issued guidance regarding presentation of comprehensive income. Under the ASC Comprehensive Income topic, entities are allowed the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount
40
for comprehensive income. This guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. This guidance does not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income.
In December 2011, the FASB issued guidance to defer the new requirement to present components of reclassifications of other comprehensive income on the face of the income statement. Based on this guidance, entities are still required to adopt either the single continuous statement or the two-statement approach required by the new guidance. However, entities should continue to report reclassifications out of accumulated other comprehensive income consistent with the requirements in effect before the adoption of the new standard (i.e., by component of other comprehensive income, either by displaying each component on a gross basis on the face of the appropriate financial statement or by displaying each component net of other changes on the face of the appropriate financial statement with the gross change disclosed in the notes). The new guidance and this deferral are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted, but full retrospective application is required. The December 2011 deferral of the guidance issued in June 2011, as well as the June 2011 guidance, are effective at the same time. We do not expect that the adoption of this new guidance will have a material impact on our Consolidated Financial Statements
.
In September 2011, the FASB issued guidance regarding testing goodwill for impairment. The new guidance is intended to simplify how entities test goodwill for impairment. The new guidance permits an entity to first assess qualitative factors to determine whether it is "more-likely-than-not" that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in the ASC Intangibles-Goodwill and Other topic. The more-likely-than-not threshold is defined as having a likelihood of more than 50%. The new guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. We do not expect that the adoption of this new guidance will have a material impact on our Consolidated Financial Statements.
In May 2011, the FASB issued guidance on fair value measurement. The ASC Fair Value Measurement topic amended the requirements for measuring fair value and for disclosing information about fair value measurements, including a consistent meaning of the term “fair value”. The new guidance states that the concepts of highest and best use and valuation premise are only relevant when measuring the fair value of non-financial assets (that is, it does not apply to financial assets or any liabilities). The disclosure requirements have been enhanced, with the most significant change requiring entities, for their recurring Level 3 fair value measurements, to disclose quantitative information about unobservable inputs used, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements. New disclosures are required about the use of a non-financial asset measured or disclosed at fair value if its use differs from its highest and best use. In addition, entities must report the level in the fair value hierarchy of assets and liabilities not recorded at fair value but where fair value is disclosed. This guidance is effective during interim and annual periods beginning after December 15, 2011 and is required to be applied prospectively. The adoption of this new guidance did not have a material impact on our Consolidated Financial Statements.
We have reviewed and continue to monitor the actions of the various financial and regulatory reporting agencies and are currently not aware of any other pronouncement that could have a material impact on our consolidated financial position, results of operations or cash flows.
Results of Operations
2012 compared to 2011
|
Revenues
|
2012
|
%
|
2011
|
%
|
Increase
(Decrease)
|
%
|
||||||||||||
|
Analgesics
|
$
|
18,930
|
|
4.3
|
$
|
3,063
|
|
0.9
|
$
|
15,867
|
|
518.0
|
|
|||||
|
Cough & Cold
|
116,669
|
|
26.4
|
75,013
|
|
22.3
|
41,656
|
|
55.5
|
|
||||||||
|
Gastrointestinal
|
29,489
|
|
6.7
|
4,067
|
|
1.2
|
25,422
|
|
625.1
|
|
||||||||
|
Eye & Ear Care
|
74,363
|
|
16.9
|
70,724
|
|
21.0
|
3,639
|
|
5.1
|
|
||||||||
|
Dermatologicals
|
52,592
|
|
11.9
|
51,398
|
|
15.3
|
1,194
|
|
2.3
|
|
||||||||
|
Oral Care
|
46,551
|
|
10.6
|
26,518
|
|
7.9
|
20,033
|
|
75.5
|
|
||||||||
|
Other OTC
|
6,407
|
|
1.4
|
3,802
|
|
1.1
|
2,605
|
|
68.5
|
|
||||||||
|
Total OTC Healthcare Revenues
|
345,001
|
|
78.2
|
234,585
|
|
69.7
|
110,416
|
|
47.1
|
|
||||||||
|
Household Cleaning
|
96,084
|
|
21.8
|
101,925
|
|
30.3
|
(5,841
|
)
|
(5.7
|
)
|
||||||||
|
Consolidated Revenues
|
$
|
441,085
|
|
100.0
|
$
|
336,510
|
|
100.0
|
$
|
104,575
|
|
31.1
|
|
|||||
41
Revenues for 2012 were $441.1 million, an increase of $104.6 million, or 31.1%, versus 2011. Revenues for the OTC Healthcare segment increased versus the prior year primarily due to the impact of a full year of Blacksmith and
Dramamine
and the acquisition of 15 GSK brands in 2012. Revenues for the Household Cleaning segment declined 5.7% during 2012 versus 2011. Revenues from customers outside of North America, which represent 3.5% of total revenues, increased by $1.1 million, or 7.5%, during 2012 versus 2011.
OTC Healthcare Segment
Revenues for the OTC Healthcare segment increased $110.4 million, or 47.1%, during 2012 versus 2011. Acquisitions of the Blacksmith and
Dramamine
brands added $72.1 million of revenue and the acquired GSK brands added $30.4 million, while our legacy OTC Healthcare brands contributed to the remainder of the net revenue increase. Revenue increases for
Clear Eyes
,
Compound W
,
The Doctor's
and
Little Remedies
were partially offset by revenue decreases in our other OTC Healthcare brands. We believe our core OTC Healthcare brands have continued to benefit from increased advertising and promotional investment, which has translated into organic sales growth.
Household Cleaning Segment
Revenues for the Household Cleaning segment decreased $5.8 million, or 5.7%, during 2012 versus 2011.
Comet
revenues decreased primarily due to softer consumer consumption of non-abrasive products.
Chore Boy
and
Spic and Span
revenues increased as a result of increased promotional activity, and expanded distribution and consumer demand for
Spic and Span
sprays and
Chore Boy
copper scrubbers.
|
Cost of Sales
|
2012
|
%
|
2011
|
%
|
Increase
(Decrease)
|
%
|
|||||||||||
|
OTC Healthcare
|
$
|
143,151
|
|
41.5
|
$
|
97,710
|
|
41.7
|
$
|
45,441
|
|
46.5
|
|||||
|
Household Cleaning
|
70,550
|
|
73.4
|
67,922
|
|
66.6
|
2,628
|
|
3.9
|
||||||||
|
|
$
|
213,701
|
|
48.4
|
$
|
165,632
|
|
49.2
|
$
|
48,069
|
|
29.0
|
|||||
Cost of sales increased $48.1 million, or 29.0% during 2012 versus 2011. As a percent of total revenue, cost of sales decreased from 49.2% in 2011 to 48.4% in 2012. The decrease in cost of sales as a percent of revenues was primarily due to the step-up adjustments related to the inventory valuation of the acquired Blacksmith and
Dramamine
brands in 2011 of $7.3 million, while the step-up adjustment related to the GSK brands amounted to $1.8 million in 2012. Additionally, cost of sales as a percentage of revenues decreased due to the change in product mix associated with the acquired GSK brands, which have a lower cost of sales, offset by the higher cost of sales for the Household Cleaning products.
OTC Healthcare Segment
Cost of sales for the OTC Healthcare segment increased $45.4 million, or 46.5%, during 2012 versus 2011. As a percent of revenues, cost of sales in the OTC Healthcare segment decreased from 41.7% during 2011 to 41.5% during 2012. The reduction in cost of sales as a percentage of revenues is primarily attributable to the acquired GSK brands and the full year impact of
Dramamine
, which are lower cost products, partially offset by the higher cost products acquired from Blacksmith brands for the full year of 2012. Additionally, the inventory step-up adjustment of $1.8 million in 2012 related to the GSK brands was lower than the inventory step-up adjustment in 2011 related to the Blacksmith brands and
Dramamine.
Household Cleaning Segment
Cost of sales for the Household Cleaning segment increased $2.6 million, or 3.9%, during 2012 versus 2011. As a percent of Household Cleaning revenues, cost of sales increased from 66.6% during 2011 to 73.4% during 2012. The increase in cost of sales percentage was the result of higher product costs associated with promotional products and other discounting.
|
Gross Profit
|
2012
|
%
|
2011
|
%
|
Increase
(Decrease)
|
%
|
||||||||||||
|
OTC Healthcare
|
$
|
201,850
|
|
58.5
|
$
|
136,875
|
|
58.3
|
$
|
64,975
|
|
47.5
|
|
|||||
|
Household Cleaning
|
25,534
|
|
26.6
|
34,003
|
|
33.4
|
(8,469
|
)
|
(24.9
|
)
|
||||||||
|
|
$
|
227,384
|
|
51.6
|
$
|
170,878
|
|
50.8
|
$
|
56,506
|
|
33.1
|
|
|||||
Gross profit during 2012 increased $56.5 million, or 33.1%, versus 2011. As a percent of total revenue, gross profit increased from 50.8% in 2011 to 51.6% in 2012. The increase in gross profit as a percent of revenues was primarily due to the higher gross profit recognized as a result of the larger percentage of overall sales of OTC Healthcare products, which provide a higher gross profit
42
margin than the Household Cleaning products.
OTC Healthcare Segment
Gross profit for the OTC Healthcare segment increased $65.0 million, or 47.5%, during 2012 versus 2011. As a percent of revenues, gross profit in the OTC Healthcare segment increased from 58.3% during 2011 to 58.5% during 2012. The full year impact in 2012 of the Blacksmith and
Dramamine
acquisitions increased gross profit by $36.1 million and the acquired GSK brands in 2012 contributed $18.4 million. The remainder of the increase resulted from higher sales volume of our legacy OTC Healthcare brands as well as the reduction in the amount recognized for the step-up adjustments in 2012 versus 2011. The increase in gross profit percentage was primarily the result of the reduction in the step-up adjustment, higher margins on the acquired
Dramamine
brand and slightly higher margins from our legacy OTC Healthcare brands, offset by lower margins on the acquired Blacksmith brands.
Household Cleaning Segment
Gross profit for the Household Cleaning segment decreased $8.5 million, or 24.9%, during 2012 versus 2011. As a percent of Household Cleaning revenues, gross profit decreased from 33.4% during 2011 to 26.6% during 2012. The decrease in gross profit percentage was the result of higher product costs associated with promotional products and other discounting in the
Comet
brand.
|
Contribution Margin
|
2012
|
%
|
2011
|
%
|
Increase
(Decrease)
|
%
|
||||||||||||
|
OTC Healthcare
|
$
|
149,955
|
|
43.5
|
$
|
100,123
|
|
42.7
|
$
|
49,832
|
|
49.8
|
|
|||||
|
Household Cleaning
|
20,302
|
|
21.1
|
27,858
|
|
27.3
|
(7,556
|
)
|
(27.1
|
)
|
||||||||
|
|
$
|
170,257
|
|
38.6
|
$
|
127,981
|
|
38.0
|
$
|
42,276
|
|
33.0
|
|
|||||
Contribution margin, a non-GAAP financial measure, is defined as gross profit less advertising and promotional expenses, and is discussed further in Note 18 to the Consolidated Financial Statements. Contribution margin for 2012 increased $42.3 million, or 33.0%, versus 2011. The contribution margin increase was primarily the result of the higher gross profit previously discussed, offset by higher advertising and promotional spending. The acquired Blacksmith,
Dramamine
, and GSK brands contributed $40.7 million to total contribution margin. The increase in advertising and promotional spending was primarily attributable to the acquired brands.
OTC Healthcare Segment
Contribution margin for the OTC Healthcare segment increased $49.8 million, or 49.8%, during 2012 versus 2011. The contribution margin increase was the result of the increase in gross margin as previously discussed, offset by a $15.1 million, or 41.2%, increase in advertising and promotional spending, of which $13.9 million related to the acquired Blacksmith, GSK and
Dramamine
brands.
Household Cleaning Segment
Contribution margin for the Household Cleaning segment decreased $7.6 million, or 27.1%, during 2012 versus 2011. The contribution margin decrease was the result of the decrease in gross profit as previously discussed, offset by a decrease in advertising and promotional spending for the
Comet
brand.
General and Administrative
General and administrative expenses were $56.7 million for 2012 versus $42.0 million for 2011. The increase in expense was due primarily to $15.5 million in costs associated with the acquisition of the GSK brands, including $1.7 million in costs associated with the unsolicited proposal to acquire all of the common stock of the Company.
Depreciation and Amortization
Depreciation and amortization expense was $10.7 million for 2012 versus $9.9 million for 2011. The increase is primarily due to higher amortization related to the acquired GSK brands in 2012 and, to a lesser extent, the full year of amortization from the acquired Blacksmith brands in 2011.
Impairment of Intangible Assets and Goodwill
During the fourth quarter of 2012 and 2011, we performed our annual impairment analysis of intangible assets and goodwill. No impairment charges were recorded in 2012 or 2011.
Interest Expense
Net interest expense was $41.3 million during 2012 versus $27.3 million during 2011. The increase in interest expense was primarily the result of a higher level of indebtedness incurred as a result of the acquisition of the GSK Brands. The average cost
43
of funds remained constant at approximately 6.7% for 2011 and 2012, while the average indebtedness increased from $410.0 million during 2011 to $621.1 million during 2012.
Gain on Settlement
On June 15, 2011, we received a settlement payment of $8.0 million in resolution of a pending litigation matter. We incurred costs of $2.9 million in pursuing this matter, which we initiated for legal malpractice, breach of contract and breach of fiduciary duty against a law firm and two individual lawyers who had previously provided legal representation to us. Therefore, during 2012, we recorded a pre-tax gain on settlement of $5.1 million net of costs incurred, which is included in other (income) expense, as this gain did not relate to our ongoing operations.
Loss on Extinguishment of Debt
In January 2012, we made a payment of $184.0 million to fully repay our 2010 Senior Term Loan as result of the entry into the new senior secured credit facilities described in Note 10 to our Consolidated Financial Statements. In connection with the payoff of the 2010 Senior Term Loan, we recognized a $5.4 million loss on the extinguishment of debt for 2012.
Income Taxes
The provision for income taxes from continuing operations during 2012 was $23.9 million versus $19.3 million in 2011. The effective tax rate on pretax income from continuing operations was 39.2% during 2012 versus 39.9% during 2011. The 2012 tax rate reflects the impact of non-deductible compensation of $1.3 million and a non-cash benefit of $1.2 million for expected lower future state taxes. The 2011 tax rate reflects the impact of non-deductible transaction costs for the Blacksmith acquisition and a non-cash tax charge of $0.3 million to our deferred tax liability for expected higher future state taxes.
2011 compared to 2010
|
Revenues
|
2011
|
%
|
2010
|
%
|
Increase
(Decrease)
|
%
|
||||||||||||
|
Analgesics
|
$
|
3,063
|
|
0.9
|
$
|
3,360
|
|
1.2
|
$
|
(297
|
)
|
(8.8
|
)
|
|||||
|
Cough & Cold
|
75,013
|
|
22.3
|
45,853
|
|
15.7
|
29,160
|
|
63.6
|
|
||||||||
|
Gastrointestinal
|
4,067
|
|
1.2
|
—
|
|
—
|
4,067
|
|
—
|
|
||||||||
|
Eye & Ear Care
|
70,724
|
|
21.0
|
65,274
|
|
22.3
|
5,450
|
|
8.3
|
|
||||||||
|
Dermatologicals
|
51,398
|
|
15.3
|
47,240
|
|
16.1
|
4,158
|
|
8.8
|
|
||||||||
|
Oral Care
|
26,518
|
|
7.9
|
16,660
|
|
5.7
|
9,858
|
|
59.2
|
|
||||||||
|
Other OTC
|
3,802
|
|
1.1
|
3,519
|
|
1.2
|
283
|
|
8.0
|
|
||||||||
|
Total OTC Healthcare Revenues
|
234,585
|
|
69.7
|
181,906
|
|
62.2
|
52,679
|
|
29.0
|
|
||||||||
|
Household Cleaning
|
101,925
|
|
30.3
|
110,696
|
|
37.8
|
(8,771
|
)
|
(7.9
|
)
|
||||||||
|
Consolidated Revenues
|
$
|
336,510
|
|
100.0
|
$
|
292,602
|
|
100.0
|
$
|
43,908
|
|
15.0
|
|
|||||
Revenues for fiscal 2011 were $336.5 million, an increase of $43.9 million, or 15.0%, versus 2010. Revenues for the OTC Healthcare segment increased versus the prior year primarily due to the acquisitions of Blacksmith and
Dramamine
. Revenues for the Household Cleaning segment declined 7.9% during 2011 versus 2010. Revenues from customers outside of North America, which represented 4.2% of total revenues in 2011, increased by $1.7 million, or 13.6%, during 2011 versus 2010.
OTC Healthcare Segment
Revenues for the OTC Healthcare segment increased $52.7 million, or 29.0%, during 2011 versus 2010. Acquisitions of the Blacksmith and
Dramamine
brands added $38.8 million of revenue, while our legacy OTC Healthcare brands contributed to the remainder of the net revenue increase. Revenue increases for
Clear Eyes
,
Chloraseptic
,
Compound W
, and
Little Remedies
were partially offset by a revenue decline for
The Doctor's
.
The Doctor
's revenues decreased due to a loss of distribution at a major customer.
Clear Eyes
revenues increased primarily due to the launch of new products.
Chloraseptic
revenues increased as the result of a higher number of cold and flu incidents.
Compound W
revenues increased due to the launch of Skin Tags products in Canada and increased consumer consumption, particularly behind the non-cryogenic products.
Little Remedies
revenues increased as the result of new products, distribution gains and increased consumer consumption of its non-medicated pediatric products.
Household Cleaning Segment
Revenues for the Household Cleaning segment decreased $8.8 million, or 7.9%, during 2011 versus 2010.
Comet
revenues decreased primarily due to softer consumer consumption of bathroom spray.
Chore Boy
revenues declined as a result of weaker consumer consumption and lost distribution.
Spic and Span
revenues decreased due to lost distribution.
44
|
Cost of Sales
|
2011
|
%
|
2010
|
%
|
Increase
(Decrease)
|
%
|
||||||||||||
|
OTC Healthcare
|
$
|
97,710
|
|
41.7
|
$
|
67,040
|
|
36.9
|
$
|
30,670
|
|
45.7
|
|
|||||
|
Household Cleaning
|
67,922
|
|
66.6
|
72,118
|
|
65.1
|
(4,196
|
)
|
(5.8
|
)
|
||||||||
|
$
|
165,632
|
|
49.2
|
$
|
139,158
|
|
47.6
|
$
|
26,474
|
|
19.0
|
|
||||||
Cost of sales during 2011 increased $26.5 million, or 19.0%, versus 2010. As a percent of total revenue, cost of sales increased from 47.6% in 2010 to 49.2% in 2011. The increase in cost of sales was primarily due to a charge of $7.3 million for step-up adjustments relating to acquired Blacksmith and
Dramamine
brands, $5.9 million due to a change in product mix associated with the acquisitions of Blacksmith brands, which carry a higher cost of sales percentage, and higher product costs in the Household Cleaning segment for promotional activities. The cost of sales percentage increased 1.6% primarily due to the step-up adjustments from the acquisitions, mix associated with the acquired Blacksmith brands and Household Cleaning promotional activities offset by mix improvement with OTC Healthcare products.
OTC Healthcare Segment
Cost of sales for the OTC Healthcare segment increased $30.7 million, or 45.7%, during 2011 versus 2010. The cost of sales increase was the result of a $7.3 million charge for step-up adjustments in inventory relating to acquired Blacksmith and
Dramamine
brands, $5.9 million in increased costs due to the acquired Blacksmith and
Dramamine
brands, which carry a higher cost of sales percentage. The cost of sales percentage increased 4.8% primarily due to the step-up adjustments of 3.1% and the higher cost of sales percentage of the acquired brands.
Household Cleaning Segment
Cost of sales for the Household Cleaning segment decreased $4.2 million, or 5.8%, during 2011 versus 2010. The cost of sales decrease was the result of a decrease in sales of $8.8 million, offset by higher product costs in the Household Cleaning segment for promotional activities, which increased cost of sales by 1.5%.
|
Gross Profit
|
2011
|
%
|
2010
|
%
|
Increase
(Decrease)
|
%
|
||||||||||||
|
OTC Healthcare
|
$
|
136,875
|
|
58.3
|
$
|
114,866
|
|
63.1
|
$
|
22,009
|
|
19.2
|
|
|||||
|
Household Cleaning
|
34,003
|
|
33.4
|
38,578
|
|
34.9
|
(4,575
|
)
|
(11.9
|
)
|
||||||||
|
|
$
|
170,878
|
|
50.8
|
$
|
153,444
|
|
52.4
|
$
|
17,434
|
|
11.4
|
|
|||||
Gross profit during 2011 increased $17.4 million, or 11.4%, versus 2010. As a percent of total revenue, gross profit decreased from 52.4% in 2010 to 50.8% in 2011. The decrease in gross profit as a percent of revenues was primarily due to a charge of $7.3 million resulting from the step-up adjustments related to the inventory valuation of the acquired Blacksmith and
Dramamine
brands and to the acquired Blacksmith brands, which decreased total gross profit percentage by 1.7%.
OTC Healthcare Segment
Gross profit for the OTC Healthcare segment increased $22.0 million, or 19.2%, during 2011 versus 2010. As a percent of revenues, gross profit in the OTC Healthcare segment decreased from 63.1% during 2010 to 58.3% during 2011. The acquisitions of Blacksmith and
Dramamine
brands
increased gross profit by $18.0 million, while the remainder of the increase resulted from a higher sales volume of our legacy OTC Healthcare brands. The decrease in gross profit percentage was primarily the result of the Blacksmith brands acquired, as well as a $3.1 million benefit for royalties received as part of a legal settlement related to our oral care business in 2010, which did not occur in 2011.
Household Cleaning Segment
Gross profit for the Household Cleaning segment decreased $4.6 million, or 11.9%, during 2011 versus 2010. As a percent of Household Cleaning revenues, gross profit decreased from 34.9% during 2010 to 33.4% during 2011. The decrease in gross profit percentage was the result of higher product costs associated with promotional products and other discounting.
45
|
Contribution Margin
|
2011
|
%
|
2010
|
%
|
Increase
(Decrease)
|
%
|
||||||||||||
|
OTC Healthcare
|
$
|
100,123
|
|
42.7
|
$
|
90,602
|
|
49.8
|
$
|
9,521
|
|
10.5
|
|
|||||
|
Household Cleaning
|
27,858
|
|
27.3
|
31,919
|
|
28.8
|
(4,061
|
)
|
(12.7
|
)
|
||||||||
|
|
$
|
127,981
|
|
38.0
|
$
|
122,521
|
|
41.9
|
$
|
5,460
|
|
4.5
|
|
|||||
Contribution margin, a non-GAAP financial measure, is defined as gross profit less advertising and promotional expenses, and is discussed further in Note 18 to the Consolidated Financial Statements. Contribution margin for 2011 increased $5.5 million, or 4.5%, versus 2010. The contribution margin increase was primarily the result of the higher gross profit previously discussed, offset by higher advertising and promotional spending. The acquired Blacksmith and
Dramamine
brands contributed $7.0 million to contribution margin in 2011. The increase in advertising and promotional spending was primarily attributable to increases in media support and market research primarily for the OTC Healthcare segment.
OTC Healthcare Segment
Contribution margin for the OTC Healthcare segment increased $9.5 million, or 10.5%, during 2011 versus 2010. The contribution margin increase was the result of the increase in gross margin as previously discussed, offset by a $12.5 million, or 51.5%, increase in advertising and promotional spending, of which $11.0 million related to the acquired Blacksmith and
Dramamine
brands.
Household Cleaning Segment
Contribution margin for the Household Cleaning segment decreased $4.1 million, or 12.7%, during 2011 versus 2010. The contribution margin decrease was the result of the decrease in gross profit as previously discussed, offset by a decrease in advertising and promotional spending for the
Comet
brand.
General and Administrative
General and administrative expenses were $42.0 million for 2011 versus $34.2 million for 2010. The increase in expense was due primarily to $7.7 million in costs associated with the acquisitions of Blacksmith and
Dramamine
.
Depreciation and Amortization
Depreciation and amortization expense was $9.9 million for 2011 versus $10.0 million for 2010.
Impairment of Intangible Assets and Goodwill
During the fourth quarters of 2011 and 2010, we performed our annual impairment analysis of intangible assets and goodwill. No impairment charges were recorded in 2011. However, in 2010, we did record a $2.8 million pre-tax impairment charge related to the goodwill of the
Cutex
brand. Since we divested this brand in September 2010, this charge is included in the loss from discontinued operations for 2010.
Interest Expense
Net interest expense was $27.3 million during 2011 versus $22.9 million during 2010. The increase in interest expense was primarily the result of a higher level of indebtedness combined with an increase of interest rates on our senior bank debt. The average cost of funds increased from 6.5% for 2010 to 6.7% for 2011, while the average indebtedness increased from $353.2 million during 2010 to $410.0 million during 2011.
Loss on Extinguishment of Debt
In March 2010, we retired our Tranche B Term Loan facility with an original maturity date of April 6, 2011. In addition, in March 2010, we repaid a portion and, in April 2010, redeemed in full the remaining Senior Subordinated Notes due in 2012, which bore interest at 9.25% with a maturity date of April 15, 2012. We recognized a $0.3 million loss on the extinguishment of the Tranche B Term Loan facility for 2011. During 2010, we refinanced our long-term debt with a new senior credit facility and senior notes. As a result of the refinancing, we incurred $2.7 million of expense related to the extinguished debt. The expense consisted of a $2.2 million non-cash charge and a $0.5 million premium paid for tendered Senior Subordinated Notes.
Income Taxes
The provision for income taxes from continuing operations during 2011 was $19.3 million versus $20.7 million in 2010. The effective tax rate on pretax income from continuing operations was 39.9% during 2011 versus 39.2% during 2010. The 2011 tax rate reflects the impact of non-deductible transaction costs for the Blacksmith acquisition and a non-cash tax charge of $0.3 million to our deferred tax liability for expected higher future state taxes. The 2010 tax rate reflects the impact of a $0.6 million non-cash charge to our deferred tax liability for higher future state taxes. The increase in the deferred effective tax rate for 2011 is a result of higher inventory balances located in certain state tax jurisdictions for Blacksmith and
Dramamine
. The increase in the deferred
46
tax rate for 2010 was due to the divestiture of the shampoo business.
Liquidity and Capital Resources
Liquidity
We have financed and expect to continue to finance our operations with a combination of borrowings and funds generated from operations. Our principal uses of cash are for operating expenses, debt service, acquisitions, working capital and capital expenditures.
On March 24, 2010, we entered into a new $150.0 million Senior Secured Term Loan Facility with a maturity date of March 24, 2016 (the “2010 Senior Term Loan”), a $30.0 million Senior Secured Revolving Credit Facility with a maturity date of March 24, 2015 (the “2010 Revolving Credit Facility” and collectively with the 2010 Senior Term Loan, the “2010 Credit Agreement”) and issued Senior Notes of $150.0 million that bear interest at 8.25% with a maturity date of April 1, 2018 (the “2010 Senior Notes”).
In November 2010, we issued an additional $100.0 million of 2010 Senior Notes and borrowed an additional $115.0 million term loan under the 2010 Credit Agreement. In addition, in November 2010, we amended the 2010 Credit Agreement to increase our borrowing capacity under the 2010 Revolving Credit Facility by $10.0 million to $40.0 million. The proceeds from the preceding transactions, in addition to cash that was on hand, were used to purchase, redeem or otherwise retire all of the previously issued senior subordinated notes, to repay all amounts under our former credit facility and terminate the associated credit agreement, and fund the Blacksmith and
Dramamine
acquisitions.
On January 31, 2012, we issued $250.0 million of 8.125% Senior Notes with a maturity date of February 1, 2020 (the “2012 Senior Notes”) and also entered into a New Senior Secured Credit Facility, which consists of (i) a $660.0 million term loan facility (“2012 Term Loan” with a seven-year maturity and (ii) a $50.0 million asset-based revolving credit facility (“2012 ABL Revolver”) with a five-year maturity. We used the net proceeds from the 2012 Senior Notes offering, together with the borrowings under the 2012 Term Loan, to finance the acquisition of the GSK Brands, to repay amounts borrowed under our 2010 Credit Agreement, to pay fees and expenses incurred in connection with these transactions and for general corporate purposes.
|
|
Year Ended March 31,
|
||||||||||
|
(In thousands)
|
2012
|
2011
|
2010
|
||||||||
|
Net cash provided by (used in):
|
|
|
|
||||||||
|
Operating activities
|
$
|
67,452
|
|
$
|
86,670
|
|
$
|
59,427
|
|
||
|
Investing activities
|
(662,206
|
)
|
(275,680
|
)
|
7,320
|
|
|||||
|
Financing activities
|
600,434
|
|
161,247
|
|
(60,831
|
)
|
|||||
2012 compared to 2011
Operating Activities
Net cash provided by operating activities was $67.5 million for 2012 compared to $86.7 million for 2011. The $19.2 million decrease in net cash provided by operating activities was primarily the result of a net cash outflow of $5.4 million related to working capital in 2012 compared to a net cash inflow of $31.4 million related to working capital in 2011 which resulted in a $36.8 million decrease in cash flow provided by working capital. This decrease was partially offset by a net increase of $17.6 million in net income plus non-cash expenses in 2012 compared to 2011, including higher acquisition and public company defense costs of $7.8 million in 2012 compared to 2011.
The increase in working capital in 2012 was primarily the result of higher accounts receivable due to the acquired GSK Brands
and higher prepaid expenses
, partially offset by higher accounts payable, accrued interest and lower inventory levels.
Consistent with 2011, our cash flow from operations in 2012 exceeded net income due to the substantial non-cash charges related to depreciation and amortization, increases in deferred income tax liabilities resulting from differences in the amortization of intangible assets and goodwill for income tax and financial reporting purposes, the amortization of certain deferred financing costs and debt discount, a recognized loss on the early extinguishment of debt, and stock-based compensation costs.
Investing Activities
Net cash used in investing activities was $662.2 million for 2012 compared to $275.7 million for 2011. The net cash used in investing activities during 2012 was primarily the result of the GSK Brands acquisition. The net cash used in investing activities
47
during 2011 was primarily the result of the Blacksmith and
Dramamine
acquisitions, partially offset by the proceeds received from the
Cutex
divestiture.
Financing Activities
Net cash provided by financing activities was $600.4 million for 2012 compared to $161.2 million for 2011. During 2012, we issued $250.0 million of the 2012 Senior Notes, and borrowed $660.0 million under our 2012 Term Loan. These borrowings were offset by voluntary principal payments against outstanding indebtedness of $58.0 million in excess of required payments under the Credit Agreement governing the 2010 Senior Term Loan and $25.0 million against the 2012 Term Loan, payment of $184.0 million to fully repay the 2010 Senior Term Loan, and payment of $33.3 million for deferred financing costs. At March 31, 2012, our outstanding indebtedness was $1,135.0 million compared to $492.0 million at March 31, 2011.
2011 compared to 2010
Operating Activities
Net cash provided by operating activities was $86.7 million for 2011 compared to $59.4 million for 2010. The $27.3 million increase in net cash provided by operating activities was primarily the result of the net cash inflow of $31.4 million related to working capital in 2011 compared to a net cash outflow of $3.8 million related to working capital in 2010 which resulted in a $35.2 million increase in working capital. This increase was partially offset by a net decrease of $7.9 million in net income plus non-cash expenses in 2011 compared to 2010.
The decrease in working capital in 2011 was primarily the result of the acquisitions of Blacksmith and
Dramamine
, which resulted in higher accounts payable, accrued interest and other accrued expenses, partially offset by higher accounts receivable and inventory.
The acquired Blacksmith brands generated (i) $6.1 million in cash which resulted from a corresponding decrease in accounts receivable, due to receipt of payments from customers whose payment terms were extended by Blacksmith prior to the acquisition, and (ii) $10.8 million in inventory due to higher than normal inventory levels at the time of acquisition. Additionally, accrued liabilities increased primarily due to increased incentive compensation accruals and an increase in interest payable resulting from debt financing changes further described in the Financing Activities section below. As noted above, the net working capital decrease was primarily due to acquisition activity, and thus, notwithstanding additional acquisitions in 2012, are considered non-recurring charges.
Consistent with 2010, our cash flow from operations in 2011 exceeded net income due to the substantial non-cash charges related to depreciation and amortization of intangibles, increases in deferred income tax liabilities resulting from differences in the amortization of intangible assets and goodwill for income tax and financial reporting purposes, the amortization of certain deferred financing costs and stock-based compensation costs.
Investing Activities
Net cash used for investing activities was $275.7 million for 2011 compared to net cash provided by investing activities of $7.3 million for 2010. The net cash used for investing activities during 2011 was primarily the result of the Blacksmith and
Dramamine
acquisitions, partially offset by the proceeds received from the
Cutex
divestiture. Net cash provided by investing activities during 2010 was primarily due to the divestiture of the shampoo business, partially offset by the acquisition of property and equipment.
Financing Activities
Net cash provided by financing activities was $161.2 million for 2011 compared to net cash used for financing activities of $60.8 million for 2010. During 2011, we issued $100.0 million of 2010 Senior Notes, and borrowed $115.0 million under our 2010 Credit Agreement, which was partially offset by the redemption of the remaining $28.1 million of Senior Subordinated Notes due in 2012 that bore interest at 9.25%. In addition, during 2011, we made a required principal payment of $0.8 million on the 2010 Senior Term Loan plus unscheduled payments of $21.2 million. At March 31, 2011, our outstanding indebtedness was $492.0 million compared to $328.1 million at March 31, 2010.
Capital Resources
On March 24, 2010, we retired our existing Senior Secured Term Loan Facility, which had a maturity date of April 6, 2011. In addition, on March 24, 2010, we repaid a portion and, on April 15, 2010, redeemed in full the remaining outstanding indebtedness under our previously outstanding Senior Subordinated Notes due in 2012, which bore interest at 9.25% with a maturity date of April 15, 2012. In March 2010, we entered into the 2010 Credit Agreement and issued the 2010 Senior Notes. This debt refinancing improved our liquidity position by increasing our borrowing capacity under our senior secured term loan and revolving credit facilities and extending the maturities of our indebtedness. However, under certain circumstances, contractual and legal restrictions, as well as the financial condition and operating requirements of our subsidiaries, could limit Prestige Brands, Inc.'s ability to obtain cash from our subsidiaries for the purpose of meeting our debt service obligations, including the payment of principal and interest on the 2010 Senior Notes. Additionally, we believe that the new debt better positions us to pursue acquisitions as part of our
48
growth strategy.
The 2010 Senior Term Loan included a discount to the lenders of $1.8 million resulting in our receipt of net proceeds of $148.2 million. The 2010 Senior Notes were issued at an aggregate face value of $150.0 million with a discount to noteholders of $2.2 million and net proceeds to us of $147.8 million. The discount was offered to improve the yield to maturity to lenders reflective of market conditions at the time of the offering. In addition to the discount, we incurred $7.3 million of costs primarily related to fees of bank arrangers and legal advisors, of which $6.6 million was capitalized as deferred financing costs and $0.7 million expensed. The deferred financing costs are being amortized over the term of the loan and notes.
In connection with the acquisition of Blacksmith, on November 1, 2010, we amended our existing debt agreements and increased the amount borrowed thereunder. Specifically, on November 1, 2010, we amended our 2010 Credit Agreement in order to allow us to (i) borrow an additional $115.0 million as an incremental term loan, with the same maturity date and other terms and conditions as the 2010 Senior Term Loan under our Senior Secured Term Loan Facility and (ii) increase our borrowing capacity under our 2010 Revolving Credit Facility by $10.0 million to $40.0 million. On November 1, 2010, we also issued an additional $100.0 million of 2010 Senior Notes.
On January 31, 2012, in connection with the acquisition of the GSK Brands, we (i) issued the 2012 Senior Notes in an aggregate principal amount of $250.0 million, (ii) entered into the 2012 Term Loan with a seven-year maturity and the 2012 ABL Revolver with a five-year maturity. The 2012 Term Loan was issued with an original issue discount of 1.5% of the principal amount thereof, resulting in net proceeds to Prestige Brands of $650.1 million. In addition to the discount, we incurred $33.3 million in issuance costs, which were capitalized as deferred financing costs and are being amortized over the terms of the related loans and notes.
Additionally, in connection with the entry into the new senior secured credit facilities in January 2012, we terminated the 2010 Credit Agreement and repaid amounts due under the 2010 Senior Term Loan.
As of
March 31, 2012
, we had an aggregate of $1,135.0 million of outstanding indebtedness, which consisted of the following:
|
•
|
$250.0 million of 8.25% 2010 Senior Notes due 2018;
|
|
•
|
$250.0 million of 8.125% 2012 Senior Notes due 2020; and
|
|
•
|
$635.0 million of borrowings under the 2012 Term Loan.
|
As of March 31, 2012, we had
$50.0 million
of borrowing capacity under
the 2012 ABL Revolver.
The 2010 Senior Term Loans bore interest at floating rates, based on either the prime rate, or at our option, the LIBOR rate, plus an applicable margin. The LIBOR rate option contained a floor rate of 1.5%. The 2010 Senior Term Loans were fully repaid during the year ended March 31, 2012.
The 2012 Term Loan bears interest at a rate per annum equal to an applicable margin plus, at our option, either (i) a base rate determined by reference to the highest of (a) the Federal Funds rate plus 0.50%, (b) the prime rate of Citibank, N.A., (c) the LIBOR rate determined by reference to the cost of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs, plus 1.00% and (d) a floor of 2.25% or (ii) a LIBOR rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs provided that LIBOR shall not be lower than 1.25%.
Borrowings under the 2012 ABL Revolver bear interest at a rate per annum equal to an applicable margin, plus, at our option, either (i) a base rate determined by reference to the highest of (a) the Federal Funds rate plus 0.50%, (b) the prime rate of Citibank, N.A., (c) the LIBOR rate determined by reference to the cost of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs, plus 1.00% or (ii) a LIBOR rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs. The initial applicable margin for borrowings under the 2012 ABL Revolver is 1.75% with respect to LIBOR borrowings and 0.75% with respect to base-rate borrowings. The applicable margin for borrowings under the 2012 ABL Revolver may be increased to 2.00% or 2.25% for LIBOR borrowings and 1.00% or 1.25% for base-rate borrowings, depending on average excess availability under such revolving credit facility during the prior fiscal quarter. In addition to paying interest on outstanding principal under the 2012 ABL Revolver, we are required to pay a commitment fee to the lenders under the 2012 ABL Revolver in respect of the unutilized commitments thereunder. The initial commitment fee rate is 0.50% per annum. The commitment fee rate will be reduced to 0.375% per annum at any time when the average daily unused commitments for the prior quarter is less than a percentage of total commitments in an amount set forth in the credit agreement covering the 2012 ABL Revolver.
49
At times, we utilize derivative financial instruments to mitigate the impact of changing interest rates associated with our long-term debt obligations. Although we do not enter into derivative financial instruments for trading purposes, all of our derivatives are straightforward over-the-counter instruments with liquid markets. The notional, or contractual, amount of our derivative financial instruments is used to measure the amount of interest to be paid or received and does not represent an actual liability. We account for these financial instruments as cash flow hedges.
Our debt facilities contain various financial covenants, including provisions that require us to maintain certain leverage, interest coverage and fixed charge ratios. The New Senior Secured Credit Facility and the Indenture governing the 2010 Senior Notes and the 2012 Senior Notes contain provisions that accelerate our indebtedness on certain changes in control and restrict us from undertaking specified corporate actions, including asset dispositions, acquisitions, payment of dividends and other specified payments, repurchasing our equity securities in the public markets, incurrence of indebtedness, creation of liens, making loans and investments and transactions with affiliates. Specifically, beginning with the quarter ending June 30, 2012, we must:
|
•
|
Have a leverage ratio of less than 7.75 to 1.0 for the quarter ending June 30, 2012 (defined as, with certain adjustments, the ratio of our consolidated total net debt as of the last day of the fiscal quarter to our trailing twelve month consolidated net income before interest, taxes, depreciation, amortization, non-cash charges, and certain other items (“EBITDA”)). Our leverage ratio requirement decreases over time to 3.50 to 1.0 for the quarter ending June 30, 2017, and remains level thereafter;
|
|
•
|
Have an interest coverage ratio of greater than 1.5 to 1.0 for the quarter ending June 30, 2012 (defined as, with certain adjustments, the ratio of our consolidated EBITDA to our trailing twelve month consolidated cash interest expense). Our interest coverage requirement increases over time to 2.50 to 1.0 for the quarter ending June 30, 2017, and remains level thereafter; and
|
|
•
|
Have a fixed charge ratio of greater than 1.0 to 1.0 for the quarter ending June 30, 2012 (defined as, with certain adjustments, the ratio of our consolidated EBITDA minus capital expenditures to our trailing twelve month consolidated interest paid, taxes paid and other specified payments). Our fixed charge requirement remains level throughout the term of the agreement.
|
At
March 31, 2012
, we were in compliance with the applicable financial and restrictive covenants under the New Senior Secured Credit Facility and the Indenture governing the 2010 Senior Notes and the 2012 Senior Notes. Additionally, management anticipates that in the normal course of operations, we will be in compliance with the financial and restrictive covenants during the ensuing year. During the year ended March 31, 2012, we made voluntary principal payments against outstanding indebtedness of $58.0 million in excess of required payments under the 2010 Credit Agreement governing the 2010 Senior Term Loan. In accordance with the 2010 Credit Agreement, such payments were applied against the first four principal payments, and any remaining principal payments were applied ratably toward the remaining required principal payments. Subsequently, during 2012, we terminated the 2010 Credit Agreement and repaid the remaining balance. Additionally, during 2012, we made voluntary principal payments of $25.0 million against outstanding indebtedness under the 2012 Term Loan. Therefore we are not required to make quarterly principal payments until March 2016.
Commitments
As of
March 31, 2012
, we had ongoing commitments under various contractual and commercial obligations as follows:
|
|
Payments Due by Period
|
||||||||||||||||||
|
(In millions)
|
|
Less than
|
1 to 3
|
4 to 5
|
After 5
|
||||||||||||||
|
Contractual Obligations
|
Total
|
1 Year
|
Years
|
Years
|
Years
|
||||||||||||||
|
Long-term debt
|
$
|
1,135.0
|
|
$
|
—
|
|
$
|
—
|
|
$
|
8.0
|
|
$
|
1,127.0
|
|
||||
|
Interest on long-term debt
(1)
|
520.5
|
|
76.2
|
|
152.5
|
|
152.5
|
|
139.3
|
|
|||||||||
|
Purchase obligations:
|
|
|
|
|
|
||||||||||||||
|
Inventory costs
(2)
|
72.1
|
|
65.2
|
|
2.2
|
|
2.1
|
|
2.6
|
|
|||||||||
|
Other costs
(3)
|
10.5
|
|
10.5
|
|
—
|
|
—
|
|
—
|
|
|||||||||
|
Operating leases
|
1.9
|
|
1.1
|
|
0.8
|
|
—
|
|
—
|
|
|||||||||
|
Total contractual cash obligations
(4)
|
$
|
1,740.0
|
|
$
|
153.0
|
|
$
|
155.5
|
|
$
|
162.6
|
|
$
|
1,268.9
|
|
||||
|
(1)
|
Represents the estimated interest obligations on the outstanding balances of the 2012 Term Loan, 2012 Senior Notes and
|
50
2010 Senior Notes, together, assuming scheduled principal payments (based on the terms of the loan agreements) are made and assuming a weighted average interest rate of 6.7%. Estimated interest obligations would be different under different assumptions regarding interest rates or timing of principal payments.
|
(2)
|
Purchase obligations for inventory costs are legally binding commitments for projected inventory requirements to be utilized during the normal course of our operations.
|
|
(3)
|
Purchase obligations for other costs are legally binding commitments for marketing, advertising and capital expenditures. Activity costs for molds and equipment to be paid, based solely on a per unit basis without any deadlines for final payment, have been excluded from the table because we are unable to determine the time period over which such activity costs will be paid.
|
|
(4)
|
We have excluded obligations related to uncertain tax positions because we cannot reasonably estimate when they will occur.
|
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements or financing activities with special-purpose entities.
Inflation
Inflationary factors such as increases in the costs of raw materials, packaging materials, purchased product and overhead may adversely affect our operating results. Although we do not believe that inflation has had a material impact on our financial condition or results from operations for the three most recent fiscal years, a high rate of inflation in the future could have a material adverse effect on our business, financial condition or results from operations. The recent volatility in crude oil prices has had an adverse impact on transportation costs, as well as, certain petroleum based raw materials and packaging material. Although we take efforts to minimize the impact of inflationary factors, including raising prices to our customers, a high rate of pricing volatility associated with crude oil supplies may continue to have an adverse effect on our operating results.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”), including, without limitation, information within Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following cautionary statements are being made pursuant to the provisions of the PSLRA and with the intention of obtaining the benefits of the “safe harbor” provisions of the PSLRA. Although we believe that our expectations are based on reasonable assumptions, actual results may differ materially from those in the forward-looking statements.
Forward-looking statements speak only as of the date of this Annual Report on Form 10-K. Except as required under federal securities laws and the rules and regulations of the SEC, we do not intend to update any forward-looking statements to reflect events or circumstances arising after the date of this Annual Report on Form 10-K, whether as a result of new information, future events or otherwise. As a result of these risks and uncertainties, readers are cautioned not to place undue reliance on forward-looking statements included in this Annual Report on Form 10-K or that may be made elsewhere from time to time by, or on behalf of, us. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.
These forward-looking statements generally can be identified by the use of words or phrases such as “believe,” “anticipate,” “expect,” “estimate,” “project,” “will be,” “will continue,” “will likely result,” or other similar words and phrases. Forward-looking statements and our plans and expectations are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated, and our business in general is subject to such risks. For more information, see “Risk Factors” contained in Item 1A. of this Annual Report on Form 10-K. In addition, our expectations or beliefs concerning future events involve risks and uncertainties, including, without limitation:
|
•
|
General economic conditions affecting our products and their respective markets;
|
|
•
|
Our ability to increase organic growth via new product introductions or line extensions;
|
|
•
|
The high level of competition in our industry and markets (including, without limitation, vendor and stock keeping unit ("SKU") rationalization and expansion of private label product offerings);
|
51
|
•
|
Our ability to invest in research and development;
|
|
•
|
Our dependence on a limited number of customers for a large portion of our sales;
|
|
•
|
Our expectations regarding increased advertising and promotion spending for core GSK brands;
|
|
•
|
Our expectations regarding the growth of our international sales;
|
|
•
|
Disruptions in our distribution center;
|
|
•
|
Acquisitions, dispositions or other strategic transactions diverting managerial resources, or incurrence of additional liabilities or integration problems associated with such transactions;
|
|
•
|
Changing consumer trends or pricing pressures which may cause us to lower our prices;
|
|
•
|
Increases in supplier prices and transportation and fuel charges;
|
|
•
|
Our ability to protect our intellectual property rights;
|
|
•
|
Shortages of supply of sourced goods or interruptions in the manufacturing of our products;
|
|
•
|
Our level of indebtedness, and ability to service our debt;
|
|
•
|
Any adverse judgments rendered in any pending litigation or arbitration;
|
|
•
|
Our ability to obtain additional financing; and
|
|
•
|
The restrictions imposed by our Senior Credit Facility and the indenture on our operations.
|
We are exposed to changes in interest rates because our 2012 Term Loan is variable rate debt. Interest rate changes generally do not affect the market value of the 2012 Term Loan but do affect the amount of our interest payments and, therefore, our future earnings and cash flows, assuming other factors are held constant. At
March 31, 2012
, we had variable rate debt of approximately $635.0 million under our 2012 Term Loan.
Holding other variables constant, including levels of indebtedness, a one percentage point increase in interest rates on our variable rate debt would have an adverse impact on pre-tax earnings and cash flows for the year ending March 31, 2012 of approximately $6.4 million.
52
The supplementary data required by this Item are described in Part IV, Item 15 of this Annual Report on Form 10-K and are presented beginn
ing on page 99.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Prestige Brands Holdings, Inc.
Audited Financial Statements
March 31, 2012
|
Report of Independent Registered Public Accounting Firm,
PricewaterhouseCoopers LLP
|
|
|
Consolidated Statements of Operations for each of the three years in
the period ended March 31, 2012
|
|
|
Consolidated Balance Sheets at March 31, 2012 and 2011
|
|
|
Consolidated Statements of Changes in Stockholders’ Equity and Comprehensive Income for
each of the three years in the period ended March 31, 2012
|
|
|
Consolidated Statements of Cash Flows for each of the three years
in the period ended March 31, 2012
|
|
|
Notes to Consolidated Financial Statements
|
|
|
Schedule II—Valuation and Qualifying Accounts
|
|
53
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
Prestige Brands Holdings, Inc.
In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of stockholders' equity and comprehensive income and of cash flows
present fairly, in all material respects, the financial position of Prestige Brands Holdings, Inc. and its subsidiaries at
March 31, 2012
and
2011
, and the results of their operations and their cash flows for each of the three years in the period ended
March 31, 2012
in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of
March 31, 2012
, based on criteria established in
Internal Control - Integrated Framework
, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ PricewaterhouseCoopers LLP
Salt Lake City, Utah
May 17, 2012
54
Prestige Brands Holdings, Inc.
|
|
Year Ended March 31,
|
||||||||||
|
(In thousands, except per share data)
|
2012
|
2011
|
2010
|
||||||||
|
Revenues
|
|
|
|
||||||||
|
Net sales
|
$
|
437,838
|
|
$
|
333,715
|
|
$
|
287,552
|
|
||
|
Other revenues
|
3,247
|
|
2,795
|
|
5,050
|
|
|||||
|
Total revenues
|
441,085
|
|
336,510
|
|
292,602
|
|
|||||
|
Cost of Sales
|
|
|
|
||||||||
|
Cost of sales (exclusive of depreciation shown below)
|
213,701
|
|
165,632
|
|
139,158
|
|
|||||
|
Gross profit
|
227,384
|
|
170,878
|
|
153,444
|
|
|||||
|
Operating Expenses
|
|
|
|
||||||||
|
Advertising and promotion
|
57,127
|
|
42,897
|
|
30,923
|
|
|||||
|
General and administrative
|
56,700
|
|
41,960
|
|
34,195
|
|
|||||
|
Depreciation and amortization
|
10,734
|
|
9,876
|
|
10,001
|
|
|||||
|
Total operating expenses
|
124,561
|
|
94,733
|
|
75,119
|
|
|||||
|
Operating income
|
102,823
|
|
76,145
|
|
78,325
|
|
|||||
|
Other (income) expense
|
|
|
|
||||||||
|
Interest income
|
(18
|
)
|
(1
|
)
|
(1
|
)
|
|||||
|
Interest expense
|
41,338
|
|
27,318
|
|
22,936
|
|
|||||
|
Gain on settlement
|
(5,063
|
)
|
—
|
|
—
|
|
|||||
|
Loss on extinguishment of debt
|
5,409
|
|
300
|
|
2,656
|
|
|||||
|
Total other expense
|
41,666
|
|
27,617
|
|
25,591
|
|
|||||
|
Income from continuing operations before income taxes
|
61,157
|
|
48,528
|
|
52,734
|
|
|||||
|
Provision for income taxes
|
23,945
|
|
19,349
|
|
20,664
|
|
|||||
|
Income from continuing operations
|
37,212
|
|
29,179
|
|
32,070
|
|
|||||
|
Discontinued Operations
|
|
|
|
||||||||
|
Income (loss) from discontinued operations, net of income tax
|
—
|
|
591
|
|
(112
|
)
|
|||||
|
Gain (loss) on sale of discontinued operations, net of income tax
|
—
|
|
(550
|
)
|
157
|
|
|||||
|
Net income
|
$
|
37,212
|
|
$
|
29,220
|
|
$
|
32,115
|
|
||
|
Basic earnings per share:
|
|
|
|
||||||||
|
Income from continuing operations
|
$
|
0.74
|
|
$
|
0.58
|
|
$
|
0.64
|
|
||
|
Income (loss) from discontinued operations and gain (loss) from sale of discontinued operations
|
—
|
|
—
|
|
—
|
|
|||||
|
Net income
|
$
|
0.74
|
|
$
|
0.58
|
|
$
|
0.64
|
|
||
|
Diluted earnings per share:
|
|
|
|
||||||||
|
Income from continuing operations
|
$
|
0.73
|
|
$
|
0.58
|
|
$
|
0.64
|
|
||
|
Income (loss) from discontinued operations and gain (loss) from sale of discontinued operations
|
—
|
|
—
|
|
—
|
|
|||||
|
Net income
|
$
|
0.73
|
|
$
|
0.58
|
|
$
|
0.64
|
|
||
|
Weighted average shares outstanding:
|
|
|
|
||||||||
|
Basic
|
50,270
|
|
50,081
|
|
50,013
|
|
|||||
|
Diluted
|
50,748
|
|
50,338
|
|
50,085
|
|
|||||
See accompanying notes.
55
Prestige Brands Holdings, Inc.
|
(In thousands)
|
March 31,
|
||||||
|
Assets
|
2012
|
2011
|
|||||
|
Current assets
|
|
|
|||||
|
Cash and cash equivalents
|
$
|
19,015
|
|
$
|
13,334
|
|
|
|
Accounts receivable, net
|
60,228
|
|
44,393
|
|
|||
|
Inventories
|
51,113
|
|
39,751
|
|
|||
|
Deferred income tax assets
|
5,283
|
|
5,292
|
|
|||
|
Prepaid expenses and other current assets
|
11,396
|
|
4,812
|
|
|||
|
Total current assets
|
147,035
|
|
107,582
|
|
|||
|
Property and equipment, net
|
1,304
|
|
1,444
|
|
|||
|
Goodwill
|
173,702
|
|
154,896
|
|
|||
|
Intangible assets, net
|
1,400,522
|
|
786,361
|
|
|||
|
Other long-term assets
|
35,713
|
|
6,635
|
|
|||
|
Total Assets
|
$
|
1,758,276
|
|
$
|
1,056,918
|
|
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
|
Current liabilities
|
|
|
|
||||
|
Accounts payable
|
$
|
26,726
|
|
$
|
21,615
|
|
|
|
Accrued interest payable
|
13,889
|
|
10,313
|
|
|||
|
Other accrued liabilities
|
23,308
|
|
22,280
|
|
|||
|
Total current liabilities
|
63,923
|
|
54,208
|
|
|||
|
Long-term debt
|
|
|
|||||
|
Principal amount
|
1,135,000
|
|
492,000
|
|
|||
|
Less unamortized discount
|
(11,092
|
)
|
(5,055
|
)
|
|||
|
Long-term debt, net of unamortized discount
|
1,123,908
|
|
486,945
|
|
|||
|
Deferred income tax liabilities
|
167,717
|
|
153,933
|
|
|||
|
Total Liabilities
|
1,355,548
|
|
695,086
|
|
|||
|
Commitments and Contingencies – Note 16
|
|
|
|
||||
|
Stockholders’ Equity
|
|
|
|
||||
|
Preferred stock – $0.01 par value
|
|
|
|
||||
|
Authorized – 5,000 shares
|
|
|
|
||||
|
Issued and outstanding – None
|
—
|
|
—
|
|
|||
|
Preferred share rights
|
283
|
|
—
|
|
|||
|
Common stock – $0.01 par value
|
|
|
|
||||
|
Authorized – 250,000 shares
|
|
|
|
||||
|
Issued – 50,466 shares and 50,276 shares at March 31, 2012 and 2011, respectively
|
505
|
|
503
|
|
|||
|
Additional paid-in capital
|
391,898
|
|
387,932
|
|
|||
|
Treasury stock, at cost – 181 shares at March 31, 2012 and 160 shares at March 31, 2011
|
(687
|
)
|
(416
|
)
|
|||
|
Accumulated other comprehensive loss, net of tax
|
(13
|
)
|
—
|
|
|||
|
Retained earnings (accumulated deficit)
|
10,742
|
|
(26,187
|
)
|
|||
|
Total Stockholders’ Equity
|
402,728
|
|
361,832
|
|
|||
|
Total Liabilities and Stockholders’ Equity
|
$
|
1,758,276
|
|
$
|
1,056,918
|
|
|
See accompanying notes.
56
Prestige Brands Holdings, Inc.
Consolidated Statements of Changes in Stockholders’
Equity and Comprehensive Income
|
Common Stock
|
Additional Paid-in Capital
|
Treasury Stock
|
Accumulated
Other
Comprehensive
Income
|
Retained
Earnings (Accumulated Deficit)
|
Totals
|
||||||||||||||||||||||||
|
(In thousands)
|
Shares
|
Par
Value
|
Shares
|
Amount
|
|||||||||||||||||||||||||
|
Balances at March 31, 2009
|
50,060
|
|
$
|
501
|
|
$
|
382,803
|
|
124
|
|
$
|
(63
|
)
|
$
|
(1,334
|
)
|
$
|
(87,522
|
)
|
$
|
294,385
|
|
|||||||
|
Stock-based compensation
|
94
|
|
1
|
|
1,224
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,225
|
|
|||||||||||||
|
Components of comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
32,115
|
|
32,115
|
|
|||||||||||||
|
Amortization of interest rate caps reclassified into earnings, net of income tax expense of $818
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,334
|
|
—
|
|
1,334
|
|
|||||||||||||
|
Total comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
33,449
|
|
|||||||||||||
|
Balances at March 31, 2010
|
50,154
|
|
$
|
502
|
|
$
|
384,027
|
|
124
|
|
(63
|
)
|
$
|
—
|
|
$
|
(55,407
|
)
|
$
|
329,059
|
|
||||||||
|
Stock-based compensation
|
—
|
|
—
|
|
3,575
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3,575
|
|
|||||||||||||
|
Exercise of stock options
|
34
|
|
331
|
|
331
|
|
|||||||||||||||||||||||
|
Issuance of shares related to restricted stock
|
88
|
|
1
|
|
(1
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||||
|
Shares surrendered as payment of tax withholding
|
—
|
|
—
|
|
—
|
|
36
|
|
(353
|
)
|
—
|
|
—
|
|
(353
|
)
|
|||||||||||||
|
Components of comprehensive income:
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
29,220
|
|
29,220
|
|
|||||||||||||
|
Total comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
29,220
|
|
|||||||||||||
|
Balances at March 31, 2011
|
50,276
|
|
$
|
503
|
|
$
|
387,932
|
|
160
|
|
$
|
(416
|
)
|
—
|
|
$
|
(26,187
|
)
|
$
|
361,832
|
|
||||||||
See accompanying notes.
57
Prestige Brands Holdings, Inc.
Consolidated Statements of Changes in Stockholders’
Equity and Comprehensive Income
|
Common Stock
|
Additional
Paid-in
Capital
|
Treasury Stock
|
Accumulated
Other
Comprehensive
Income
|
Preferred Share Rights
|
Retained
Earnings (Accumulated Deficit)
|
Totals
|
|||||||||||||||||||||||||||
|
|
Shares
|
Par
Value
|
Shares
|
Amount
|
|||||||||||||||||||||||||||||
|
Balances at March 31, 2011
|
50,276
|
|
$
|
503
|
|
$
|
387,932
|
|
160
|
|
$
|
(416
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
(26,187
|
)
|
$
|
361,832
|
|
||||||||
|
Stock-based compensation
|
—
|
|
—
|
|
3,078
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3,078
|
|
|||||||||||||||
|
Exercise of stock options
|
87
|
|
1
|
|
888
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
889
|
|
|||||||||||||||
|
Preferred share rights
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
283
|
|
(283
|
)
|
—
|
|
|||||||||||||||
|
Issuance of shares related to restricted stock
|
103
|
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1
|
|
|||||||||||||||
|
Shares surrendered as payment of tax withholding
|
—
|
|
—
|
|
—
|
|
21
|
|
(271
|
)
|
—
|
|
—
|
|
—
|
|
(271
|
)
|
|||||||||||||||
|
Components of comprehensive income:
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
|
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
37,212
|
|
37,212
|
|
|||||||||||||||
|
Translation adjustments
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(13
|
)
|
—
|
|
—
|
|
(13
|
)
|
|||||||||||||||
|
Total comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
37,199
|
|
|||||||||||||||
|
Balances at March 31, 2012
|
50,466
|
|
$
|
505
|
|
$
|
391,898
|
|
181
|
|
$
|
(687
|
)
|
$
|
(13
|
)
|
$
|
283
|
|
$
|
10,742
|
|
$
|
402,728
|
|
||||||||
See accompanying notes.
58
Prestige Brands Holdings, Inc.
|
|
Year Ended March 31,
|
|||||||||||
|
(In thousands)
|
2012
|
2011
|
2010
|
|||||||||
|
Operating Activities
|
|
|
|
|||||||||
|
Net income
|
$
|
37,212
|
|
$
|
29,220
|
|
$
|
32,115
|
|
|||
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|||||||
|
Depreciation and amortization
|
10,734
|
|
10,108
|
|
11,450
|
|
||||||
|
Loss (gain) on sale of discontinued operations
|
—
|
|
890
|
|
(253
|
)
|
||||||
|
Deferred income taxes
|
13,793
|
|
9,324
|
|
11,012
|
|
||||||
|
Amortization of deferred financing costs
|
1,630
|
|
1,043
|
|
1,926
|
|
||||||
|
Impairment of goodwill and intangible assets
|
—
|
|
—
|
|
2,751
|
|
||||||
|
Stock-based compensation costs
|
3,078
|
|
3,575
|
|
2,085
|
|
||||||
|
Loss on extinguishment of debt
|
5,409
|
|
300
|
|
2,166
|
|
||||||
|
Amortization of debt discount
|
1,030
|
|
702
|
|
—
|
|
||||||
|
Loss on disposal of equipment
|
—
|
|
153
|
|
—
|
|
||||||
|
Changes in operating assets and liabilities, net of effects from acquisitions
|
|
|
|
|
|
|||||||
|
Accounts receivable
|
(15,854
|
)
|
4,918
|
|
6,404
|
|
||||||
|
Inventories
|
3,710
|
|
12,443
|
|
(3,351
|
)
|
||||||
|
Prepaid expenses and other current assets
|
(3,009
|
)
|
154
|
|
(3,559
|
)
|
||||||
|
Accounts payable
|
5,127
|
|
1,784
|
|
(3,127
|
)
|
||||||
|
Accrued liabilities
|
4,592
|
|
12,056
|
|
(192
|
)
|
||||||
|
Net cash provided by operating activities
|
67,452
|
|
86,670
|
|
59,427
|
|
||||||
|
Investing Activities
|
|
|
|
|
|
|||||||
|
Purchases of equipment
|
(606
|
)
|
(655
|
)
|
(673
|
)
|
||||||
|
Proceeds from sale of property and equipment
|
—
|
|
12
|
|
—
|
|
||||||
|
Proceeds from sale of discontinued operations
|
—
|
|
4,122
|
|
7,993
|
|
||||||
|
Acquisition of Blacksmith, net of cash acquired
|
—
|
|
(202,044
|
)
|
—
|
|
—
|
|
||||
|
Proceeds from escrow of Blacksmith acquisition
|
1,200
|
|
—
|
|
—
|
|
||||||
|
Acquisition of Dramamine
|
—
|
|
(77,115
|
)
|
—
|
|
—
|
|
||||
|
Acquisition of GSK Brands
|
(662,800
|
)
|
—
|
|
—
|
|
||||||
|
Net cash (used in) provided by investing activities
|
(662,206
|
)
|
(275,680
|
)
|
7,320
|
|
||||||
|
Financing Activities
|
|
|
|
|
|
|||||||
|
Proceeds from issuance of debt
|
—
|
|
—
|
|
296,046
|
|
||||||
|
Proceeds from issuance of Senior Notes
|
250,000
|
|
100,250
|
|
—
|
|
||||||
|
Proceeds from issuance of 2012 Term Loan and 2010 Term Loan
|
650,100
|
|
112,936
|
|
—
|
|
||||||
|
Repayment of 2010 Term Loan
|
(242,000
|
)
|
—
|
|
—
|
|
||||||
|
Payment of deferred financing costs
|
(33,284
|
)
|
(830
|
)
|
(6,627
|
)
|
||||||
|
Repayment of long-term debt
|
(25,000
|
)
|
(51,087
|
)
|
(350,250
|
)
|
||||||
|
Proceeds from exercise of stock options
|
889
|
|
331
|
|
—
|
|
||||||
|
Shares surrendered as payment of tax withholding
|
(271
|
)
|
(353
|
)
|
—
|
|
||||||
|
Net cash provided by (used in) financing activities
|
600,434
|
|
161,247
|
|
(60,831
|
)
|
||||||
|
Effects of exchange rate changes on cash and cash equivalents
|
1
|
|
—
|
|
—
|
|
||||||
|
Increase (decrease) in cash
|
5,681
|
|
(27,763
|
)
|
5,916
|
|
||||||
|
Cash - beginning of year
|
13,334
|
|
41,097
|
|
35,181
|
|
||||||
|
Cash - end of year
|
$
|
19,015
|
|
$
|
13,334
|
|
$
|
41,097
|
|
|||
|
Interest paid
|
$
|
34,977
|
|
$
|
17,509
|
|
$
|
24,820
|
|
|||
|
Income taxes paid
|
$
|
12,865
|
|
$
|
11,894
|
|
$
|
15,494
|
|
|||
See accompanying notes.
59
Prestige Brands Holdings, Inc.
Notes to Consolidated Financial Statements
1. Business and Basis of Presentation
Nature of Business
Prestige Brands Holdings, Inc. (referred to herein as the “Company” or “we” which reference shall, unless the context requires otherwise, be deemed to refer to Prestige Brands Holdings, Inc. and all of its direct or indirect wholly-owned subsidiaries on a consolidated basis) is engaged in the marketing, sales and distribution of Over-the-Counter (“OTC”) Healthcare and Household Cleaning brands to mass merchandisers, drug stores, supermarkets, club and dollar stores primarily in the United States, Canada and certain other international markets. Prestige Brands Holdings, Inc. is a holding company with no operations and is also the parent guarantor of the senior credit facility and the senior notes described in Note 10 to the Consolidated Financial Statements.
Basis of Presentation
Our Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States. All significant intercompany transactions and balances have been eliminated in consolidation. Our fiscal year ends on March 31st of each year. References in these Consolidated Financial Statements or notes to a year (e.g., “
2012
”) mean our fiscal year ended on March 31st of that year.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on our knowledge of current events and actions that we may undertake in the future, actual results could differ from those estimates. As discussed below, our most significant estimates include those made in connection with the valuation of intangible assets, sales returns and allowances, trade promotional allowances and inventory obsolescence.
Cash and Cash Equivalents
We consider all short-term deposits and investments with original maturities of three months or less to be cash equivalents. Substantially all of our cash is held by a large regional bank with headquarters in California. We do not believe that, as a result of this concentration, we are subject to any unusual financial risk beyond the normal risk associated with commercial banking relationships.
Accounts Receivable
We extend non-interest-bearing trade credit to our customers in the ordinary course of business. We maintain an allowance for doubtful accounts receivable based upon historical collection experience and expected collectability of the accounts receivable. In an effort to reduce credit risk, we (i) have established credit limits for all of our customer relationships, (ii) perform ongoing credit evaluations of customers’ financial condition, (iii) monitor the payment history and aging of customers’ receivables, and (iv) monitor open orders against an individual customer’s outstanding receivable balance. As a result of our acquisition of GSK brands and our Transitional Services Agreement, we have also included in accounts receivable $8.4 million due from GSK, as further discussed in Note 3.
Inventories
Inventories are stated at the lower of cost or market value, where cost is determined by using the first-in, first-out method. We reduce inventories for the diminution of value resulting from product obsolescence, damage or other issues affecting marketability, equal to the difference between the cost of the inventory and its estimated market value. Factors utilized in the determination of estimated market value include (i) current sales data and historical return rates, (ii) estimates of future demand, (iii) competitive pricing pressures, (iv) new product introductions, (v) product expiration dates, and (vi) component and packaging obsolescence.
Property and Equipment
Property and equipment are stated at cost and are depreciated using the straight-line method based on the following estimated useful lives:
|
|
Years
|
|
Machinery
|
5
|
|
Computer equipment
|
3
|
|
Furniture and fixtures
|
7
|
60
Leasehold improvements are amortized over the lesser of the term of the lease or five years.
Expenditures for maintenance and repairs are charged to expense as incurred. When an asset is sold or otherwise disposed of, we remove the cost and associated accumulated depreciation from the accounts and recognize the resulting gain or loss in the Consolidated Statement of Operations.
Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. An impairment loss is recognized if the carrying amount of the asset exceeds its fair value.
Goodwill
The excess of the purchase price over the fair market value of assets acquired and liabilities assumed in purchase business combinations is classified as goodwill. Goodwill is not amortized, although the carrying value is tested for impairment at least annually in the fourth fiscal quarter of each year, or more frequently if events or changes in circumstances indicate that the asset may be impaired. We test goodwill for impairment at the reporting unit “brand” level, which is one level below the operating segment level.
Intangible Assets
Intangible assets, which are comprised primarily of trademarks, are stated at cost less accumulated amortization. For intangible assets with finite lives, amortization is computed on the straight-line method over estimated useful lives ranging from 3 to 30 years.
Indefinite-lived intangible assets are tested for impairment at least annually in the fourth fiscal quarter of each year. Intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts exceed their fair values and may not be recoverable. An impairment loss is recognized if the carrying amount of the asset exceeds its fair value.
Deferred Financing Costs
We have incurred debt origination costs in connection with the issuance of long-term debt. These costs are capitalized as deferred financing costs and amortized over the term of the related debt using the effective interest method, or in certain circumstances, the straight-line method, where the straight-line method approximates the effective interest method.
Revenue Recognition
Revenues are recognized when the following criteria are met: (i) persuasive evidence of an arrangement exists; (ii) the selling price is fixed or determinable; (iii) the product has been shipped and the customer takes ownership and assumes the risk of loss; and (iv) collection of the resulting receivable is reasonably assured. We have determined that these criteria are met and the transfer of the risk of loss generally occurs when product is received by the customer and, accordingly, we recognize revenue at that time. Provision is made for estimated discounts related to customer payment terms and estimated product returns at the time of sale based on our historical experience.
As is customary in the consumer products industry, we participate in the promotional programs of our customers to enhance the sale of our products. The cost of these promotional programs varies based on the actual number of units sold during a finite period of time. These promotional programs consist of direct-to-consumer incentives, such as coupons and temporary price reductions, as well as incentives to our customers, such as allowances for new distribution, including slotting fees, and cooperative advertising. Estimates of the costs of these promotional programs are based on (i) historical sales experience, (ii) the current promotional offering, (iii) forecasted data, (iv) current market conditions, and (v) communication with customer purchasing/marketing personnel. At the completion of the promotional program, the estimated amounts are adjusted to actual results.
Due to the nature of the consumer products industry, we are required to estimate future product returns. Accordingly, we record an estimate of product returns concurrent with recording sales which is made after analyzing (i) historical return rates, (ii) current economic trends, (iii) changes in customer demand, (iv) product acceptance, (v) seasonality of our product offerings, and (vi) the impact of changes in product formulation, packaging and advertising.
Cost of Sales
Cost of sales includes product costs, warehousing costs, inbound and outbound shipping costs, and handling and storage costs. Shipping, warehousing and handling costs were $27.8 million for 2012, $23.5 million for 2011 and $20.7 million for 2010.
61
Advertising and Promotion Costs
Advertising and promotion costs are expensed as incurred. Allowances for new distribution costs associated with products, including slotting fees, are recognized as a reduction of sales. Under these new distribution arrangements, the retailers allow our products to be placed on the stores’ shelves in exchange for such fees.
Stock-based Compensation
We recognize stock-based compensation by measuring the cost of services to be rendered based on the grant-date fair value of the equity award. Compensation expense is to be recognized over the period an employee is required to provide service in exchange for the award, generally referred to as the requisite service period.
Income Taxes
Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized.
The Income Taxes topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) prescribes a recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As a result, we have applied a more-likely-than-not recognition threshold for all tax uncertainties. The guidance only allows the recognition of those tax benefits that have a greater than 50% likelihood of being sustained upon examination by the various taxing authorities.
We are subject to taxation in the United States and various state and foreign jurisdictions.
We classify penalties and interest related to unrecognized tax benefits as income tax expense in the Consolidated Statements of Operations.
Derivative Instruments
Companies are required to recognize derivative instruments as either assets or liabilities in the Consolidated Balance Sheets at fair value. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, a cash flow hedge or a hedge of a net investment in a foreign operation.
While we have utilized derivative financial instruments in the past, we did not have any derivative financial instruments at March 31, 2012 or 2011, although we did incur a $1.3 million loss during 2010 related to derivative financial instruments.
Earnings Per Share
Basic earnings per share is calculated based on income available to common stockholders and the weighted-average number of shares outstanding during the reporting period. Diluted earnings per share is calculated based on income available to common stockholders and the weighted-average number of common and potential common shares outstanding during the reporting period. Potential common shares, composed of the incremental common shares issuable upon the exercise of stock options, stock appreciation rights and unvested restricted shares, are included in the earnings per share calculation to the extent that they are dilutive.
Recently Issued Accounting Standards
In December 2011, the FASB issued guidance regarding disclosures about offsetting assets and liabilities. The new disclosure requirements mandate that entities disclose both gross and net information about instruments and transactions eligible for offset in the statement of financial position as well as instruments and transactions subject to an agreement similar to a master netting arrangement. In addition, the standard requires disclosure of collateral received and posted in connection with master netting agreements or similar arrangements. An entity will be required to disclose the following information for assets and liabilities within the scope of the new standard: (i) the gross amounts of those recognized assets and those recognized liabilities; (ii) the amounts offset to determine the net amounts presented in the statement of financial position; (iii) the net amounts presented in the statement of financial position; (iv) the amounts subject to an enforceable master netting arrangement or similar agreement not otherwise included in (ii); and (v) the net amount after deducting the amounts in (iv) from the amounts in (iii). The standard affects all entities with balances presented on a net basis in the financial statements, derivative assets and derivative liabilities, repurchase agreements, and financial assets and financial liabilities executed under a master netting or similar arrangement. This guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. We do not expect the adoption of this new guidance to have a material impact on our Consolidated Financial Statements. However, our arrangement with GSK provides, during the term of the arrangement, that we will receive a net monthly remittance and therefore we will be
62
reporting a net amount due from GSK in our accounts receivable.
In June 2011, the FASB issued guidance regarding presentation of comprehensive income. Under the ASC Comprehensive Income topic, entities are allowed the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. This guidance does not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income.
In December 2011, the FASB issued guidance to defer the new requirement to present components of reclassifications of other comprehensive income on the face of the income statement. Based on this guidance, entities are still required to adopt either the single continuous statement or the two-statement approach required by the new guidance. However, entities should continue to report reclassifications out of accumulated other comprehensive income consistent with the requirements in effect before the adoption of the new standard (i.e., by component of other comprehensive income, either by displaying each component on a gross basis on the face of the appropriate financial statement or by displaying each component net of other changes on the face of the appropriate financial statement with the gross change disclosed in the notes). The new guidance and this deferral are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted, but full retrospective application is required. The December 2011 deferral of the guidance issued in June 2011, as well as the June 2011 guidance, are effective at the same time. We do not expect that the adoption of this new guidance will have a material impact on our Consolidated Financial Statements
.
In September 2011, the FASB issued guidance regarding testing goodwill for impairment. The new guidance is intended to simplify how entities test goodwill for impairment. The new guidance permits an entity to first assess qualitative factors to determine whether it is "more-likely-than-not" that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in the ASC Intangibles-Goodwill and Other topic. The more-likely-than-not threshold is defined as having a likelihood of more than 50%. The new guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. We do not expect that the adoption of this new guidance will have a material impact on our Consolidated Financial Statements.
In May 2011, the FASB issued guidance on fair value measurement. The ASC Fair Value Measurement topic amended the requirements for measuring fair value and for disclosing information about fair value measurements, including a consistent meaning of the term “fair value”. The new guidance states that the concepts of highest and best use and valuation premise are only relevant when measuring the fair value of non-financial assets (that is, it does not apply to financial assets or any liabilities). The disclosure requirements have been enhanced, with the most significant change requiring entities, for their recurring Level 3 fair value measurements, to disclose quantitative information about unobservable inputs used, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements. New disclosures are required about the use of a non-financial asset measured or disclosed at fair value if its use differs from its highest and best use. In addition, entities must report the level in the fair value hierarchy of assets and liabilities not recorded at fair value but where fair value is disclosed. This guidance is effective during interim and annual periods beginning after December 15, 2011 and is required to be applied prospectively. The adoption of this new guidance did not have a material impact on our Consolidated Financial Statements.
Management has reviewed and continues to monitor the actions of the various financial and regulatory reporting agencies and is currently not aware of any other pronouncement that could have a material impact on our consolidated financial position, results of operations or cash flows.
2. Discontinued Operations and Sale of Certain Assets
On September 1, 2010, we sold certain assets related to the
Cutex
nail polish remover brand for $4.1 million. In accordance with the Discontinued Operations topic of the ASC, we reclassified the related operating results as discontinued in the Consolidated Financial Statements and related notes for all periods presented. We recognized a loss of $0.9 million on a pre-tax basis and $0.6 million net of related tax effects of $0.3 million, on the sale in 2011. As a result of the divestiture of
Cutex
, which comprised a substantial majority of the assets in our previously reported Personal Care segment, we reclassified the then remaining Personal Care segment assets to the OTC Healthcare segment for all periods presented.
In October 2009, we sold certain assets related to the shampoo brands, which were included in our previously reported Personal Care segment. In accordance with the ASC, we reclassified the related operating results as discontinued in the Consolidated
63
Financial Statements and related notes for all periods presented. We recognized a gain of $0.3 million on a pre-tax basis and $0.2 million net of related tax effects of $0.1 million on the sale in 2010. The total sales price for the assets was $9.0 million, subject to an inventory adjustment, with $8.0 million received upon closing. We received the remaining $1.0 million in October 2010.
The following table summarizes the results of discontinued operations:
|
(In thousands)
|
Year Ended March 31,
|
||||||||||
|
|
2012
|
2011
|
2010
|
||||||||
|
Components of Income
|
|
|
|
||||||||
|
Revenues
|
$
|
—
|
|
$
|
4,027
|
|
$
|
14,474
|
|
||
|
Income (loss) from discontinued operations, net of income tax
|
—
|
|
591
|
|
(112
|
)
|
|||||
3. Acquisitions
Acquisition of GlaxoSmithKline OTC Brands
On December 20, 2011, we entered into two separate agreements with GlaxoSmithKline plc (“GSK”) to acquire a total of 17 North American OTC pharmaceutical brands for $660.0 million in cash. On January 31, 2012, we completed, subject to a post-closing inventory and apportionment adjustment, as defined in the agreement, the acquisition of 15 North American over-the-counter healthcare brands owned by GSK and its affiliates (the “GSK Brands I”) for $615.0 million in cash, including the related contracts, trademarks and inventory.
The GSK Brands I include, among other brands,
BC
,
Goody's
and
Ecotrin
brands of pain relievers;
Beano
,
Gaviscon
,
Phazyme
,
Tagamet
and
Fiber Choice
gastrointestinal brands; and the
Sominex
sleep aid brand. These brands are complementary to our existing OTC Healthcare portfolio.
We acquired the GSK Brands I pursuant to the terms of that certain purchase agreement we entered into on December 20, 2011 with GSK and its affiliates. We also entered into a separate purchase agreement on December 20, 2011 with GSK and its affiliates to acquire
Debrox
and
Gly-Oxide
brands (the “GSK Brands II”) in the United States for $45.0 million in cash, including the related contracts, trademarks and inventory, subject to a post-closing inventory adjustment. The GSK Brands II are also complementary to our existing OTC Healthcare portfolio. The acquisition of the GSK Brands II was completed on March 30, 2012.
These acquisitions were accounted for in accordance with the Business Combinations topic of the ASC, which requires that the total cost of an acquisition be allocated to the tangible and intangible assets acquired and liabilities assumed based upon their respective fair values at the date of acquisition.
The purchase price of GSK Brands I and GSK Brands II was funded by cash provided by the issuance of long-term debt and additional bank borrowings, which are discussed further in Note 10 to the Consolidated Financial Statements.
In April 2012, we received the post-closing inventory and apportionment adjustments, which required an additional $2.8 million to be paid to GSK.
Concurrent with the closing of the transaction, we entered into a Transitional Services Agreement with GSK (the “TSA”), whereby GSK is to provide various services including: marketing, operations, finance and other services from the acquisition date through June 30, 2012. As part of the TSA, GSK will, among other things, ship products, invoice customers, collect from customers and pay certain vendors on our behalf. Our costs under the TSA are approximately $2.5 million per month for the length of the agreement and may be reduced if we remove certain services as we transition these processes to us. We incurred $5.0 million in TSA costs for the period ended March 31, 2012. Pursuant to this arrangement, we will receive on a monthly basis the net amount owed to us for revenues and expenses, net of GSK's TSA fees and inventory that GSK purchased on our behalf. Therefore, a net amount of $8.4 million due from GSK is included in our accounts receivable at March 31, 2012.
The allocation of the purchase price to assets acquired is based on a valuation which we performed to determine the fair value of such assets as of the acquisition date. The following table summarizes our preliminary allocation of the $662.8 million purchase price to the assets we acquired on the GSK Brands I and GSK Brands II (collectively, the "GSK Brands") acquisition dates:
64
|
(In thousands)
|
GSK Brands I (January 31, 2012)
|
GSK Brands II (March 30, 2012)
|
Total
|
|||||||||
|
Inventory
|
$
|
14,820
|
|
$
|
250
|
|
$
|
15,070
|
|
|||
|
Prepaid expenses
|
3,575
|
|
—
|
|
3,575
|
|
||||||
|
Trade names
|
542,892
|
|
81,257
|
|
624,149
|
|
||||||
|
Goodwill
|
17,401
|
|
2,605
|
|
20,006
|
|
||||||
|
Total purchase price
|
$
|
578,688
|
|
$
|
84,112
|
|
$
|
662,800
|
|
|||
We recorded goodwill based on the amount by which the purchase price exceeded the fair value of assets acquired. The amount of goodwill deductible for tax purposes is $20.0 million.
The fair value of the trade names is comprised of $556.9 million of non-amortizable intangible assets and $67.2 million of amortizable intangible assets. We are amortizing the purchased amortizable intangible assets on a straight-line basis over an estimated weighted average useful life of 19.3 years. The weighted average remaining life for amortizable intangible assets at March 31, 2012 was 19.1 years.
The operating results of GSK Brands I have been included in our Consolidated Financial Statements from February 1, 2012, the day following the date of acquisition. Revenues of the acquired operations from February 1, 2012 through March 31, 2012 were $30.4 million and the net loss was $2.8 million. The operating results of GSK Brands II will be included in our Consolidated Financial Statements beginning April 1, 2012. Accordingly, we did not record any revenues or operating results in the accompanying Consolidated Financial Statements related to GSK Brands II.
Blacksmith Acquisition
On November 1, 2010, we acquired 100% of the capital stock of Blacksmith Brands Holdings, Inc. (“Blacksmith”) for $190.0 million in cash, plus a working capital adjustment of $13.4 million, and we paid an additional $1.1 million on behalf of Blacksmith for the seller's transaction costs. As previously disclosed, we brought to arbitration a matter regarding the working capital adjustment related to Blacksmith. On July 20, 2011, we received notification from the arbitrator that we would be awarded a working capital adjustment pending final resolution and distribution from the escrow agent. In September 2011, we received $1.2 million in settlement of this matter, which reduced the amount of recorded goodwill related to Blacksmith.
As a result of this acquisition, we acquired five leading consumer OTC brands:
Efferdent, Effergrip, PediaCare, Luden's,
and
NasalCrom
. The purchase price was funded by cash provided by the issuance of long-term debt and additional bank borrowings, which are discussed further in Note 10 to the Consolidated Financial Statements.
The acquisition was accounted for in accordance with the Business Combinations topic of the ASC, which requires that the total cost of an acquisition be allocated to the tangible and intangible assets acquired and liabilities assumed based upon their respective fair values at the date of acquisition.
The allocation of the purchase price to assets acquired and liabilities assumed is based on a valuation which we performed to determine the fair value of such assets as of the acquisition date. The following table summarizes our final allocation of the $203.4 million purchase price to the assets we acquired and liabilities
assumed on the Blacksmith acquisition date:
65
|
(In thousands)
|
November 1, 2010
|
|||
|
Cash acquired
|
$
|
2,507
|
|
|
|
Accounts receivable, net
|
17,473
|
|
||
|
Other receivables
|
1,198
|
|
||
|
Income taxes receivable
|
5
|
|
||
|
Inventories
|
22,155
|
|
||
|
Prepaids and other current assets
|
44
|
|
||
|
Property, plant and equipment, net
|
226
|
|
||
|
Goodwill
|
42,207
|
|
||
|
Trademarks
|
165,346
|
|
||
|
Other long-term assets
|
19
|
|
||
|
Total assets acquired
|
251,180
|
|
||
|
Accounts payable
|
7,060
|
|
||
|
Accrued expenses
|
5,212
|
|
||
|
Income taxes payable
|
2,031
|
|
||
|
Deferred income taxes
|
33,526
|
|
||
|
Total liabilities assumed
|
47,829
|
|
||
|
Total purchase price
|
$
|
203,351
|
|
|
We recorded goodwill based on the amount by which the purchase price exceeded the fair value of assets acquired and liabilities assumed. The amount of goodwill deductible for tax purposes is $4.6 million.
The fair value of the trademarks is comprised of $158.0 million of non-amortizable intangible assets and $7.3 million of amortizable intangible assets. We are amortizing the purchased amortizable intangible assets on a straight-line basis over an estimated weighted average useful life of 15 years. The weighted average remaining life for amortizable intangible assets at March 31, 2012 was 13.6 years.
The operating results of Blacksmith have been included in our Consolidated Financial Statements from November 1, 2010, the date of acquisition. Revenues of the acquired operations from November 1, 2010 through March 31, 2011 were $34.8 million and the net loss was $4.8 million.
The following table provides our combined unaudited pro forma revenues, income from continuing operations and income from continuing operations per basic and diluted common share as if the results of Blacksmith and the GSK Brands occurred on April 1, 2010. The pro forma results were prepared from financial information obtained from the sellers of the businesses, as well as information obtained during the due diligence processes associated with the acquisitions. The unaudited pro forma results reflect certain adjustments related to the acquisitions, such as increased depreciation and amortization expense resulting from the stepped-up basis to fair value of the assets acquired and adjustments to reflect the Company's borrowing and tax rates. This pro forma information is not necessarily indicative of either the combined results of operations that actually would have been realized by us had the acquisition of the Blacksmith and GSK brands been consummated at the beginning of the period for which the pro forma information is presented, or of future results.
|
Year Ended March 31,
|
||||||||
|
(In thousands, except per share data)
|
2012
|
2011
|
||||||
|
(Unaudited)
|
||||||||
|
Revenues
|
$
|
616,849
|
|
$
|
599,543
|
|
||
|
Income from continuing operations
|
69,989
|
|
34,913
|
|
||||
|
Basic earnings per share:
|
||||||||
|
Income from continuing operations
|
$
|
1.39
|
|
$
|
0.70
|
|
||
|
Diluted earnings per share:
|
||||||||
|
Income from continuing operations
|
$
|
1.38
|
|
$
|
0.69
|
|
||
66
Dramamine Acquisition
On January 6, 2011, we acquired certain assets comprising the
Dramamine
brand in the United States. The purchase price was $77.1 million in cash, after a $0.1 million post-closing inventory adjustment and including transaction costs of $1.2 million incurred in the acquisition. The purchase price was funded by cash on hand.
In accounting for the acquisition of the
Dramamine
brand, we considered the Business Combinations topic of the ASC. Accordingly, as the
Dramamine
assets acquired do not constitute a business, as defined in the ASC, we have accounted for the transaction as an asset acquisition. The total consideration paid, including transaction costs, has been allocated to the tangible and intangible assets acquired based upon their relative fair values at the date of acquisition.
The allocation of the purchase price to assets acquired and liabilities assumed is based on valuations which we performed to determine the fair value of such assets as of the acquisition date. The following table summarizes our allocation of the $77.1 million purchase price to the assets we acquired comprising the
Dramamine
brand:
|
(In thousands)
|
January 6, 2011
|
|||
|
Inventories
|
$
|
1,249
|
|
|
|
Trademark
|
75,866
|
|
||
|
Total purchase price
|
$
|
77,115
|
|
|
The $75.9 million fair value of the acquired
Dramamine
trademark was comprised solely of non-amortizable intangible assets.
4. Accounts Receivable
Accounts receivable consist of the following:
|
(In thousands)
|
March 31,
|
||||||
|
|
2012
|
2011
|
|||||
|
Components of Accounts Receivable
|
|||||||
|
Trade accounts receivable
|
$
|
55,721
|
|
$
|
50,333
|
|
|
|
Other receivables
|
9,368
|
|
712
|
|
|||
|
|
65,089
|
|
51,045
|
|
|||
|
Less allowances for discounts, returns and uncollectible accounts
|
(4,861
|
)
|
(6,652
|
)
|
|||
|
Accounts receivable, net
|
$
|
60,228
|
|
$
|
44,393
|
|
|
As a result of our acquisition of the GSK brands and the related TSA, we will be receiving a net remittance from GSK for the revenues, expenses and inventory purchases that GSK has transacted on our behalf, net of the TSA fees that we would owe GSK. Accordingly, we have included in accounts receivable $8.4 million due from GSK as part of the TSA.
5. Inventories
Inventories consist of the following:
|
(In thousands)
|
March 31,
|
||||||
|
|
2012
|
2011
|
|||||
|
Components of Inventories
|
|||||||
|
Packaging and raw materials
|
$
|
1,189
|
|
$
|
1,287
|
|
|
|
Finished goods
|
49,924
|
|
38,464
|
|
|||
|
Inventories
|
$
|
51,113
|
|
$
|
39,751
|
|
|
Inventories are carried and depicted above at the lower of cost or market, which includes a reduction in inventory values of $1.6 million and $0.6 million at March 31, 2012 and 2011, respectively, related to obsolete and slow-moving inventory.
67
6. Property and Equipment
Property and equipment consist of the following:
|
(In thousands)
|
March 31,
|
||||||
|
|
2012
|
2011
|
|||||
|
Components of Property and Equipment
|
|||||||
|
Machinery
|
$
|
1,454
|
|
$
|
1,215
|
|
|
|
Computer equipment
|
2,693
|
|
2,341
|
|
|||
|
Furniture and fixtures
|
241
|
|
239
|
|
|||
|
Leasehold improvements
|
436
|
|
423
|
|
|||
|
|
4,824
|
|
4,218
|
|
|||
|
Accumulated depreciation
|
(3,520
|
)
|
(2,774
|
)
|
|||
|
Property and equipment, net
|
$
|
1,304
|
|
$
|
1,444
|
|
|
We recorded depreciation expense of $0.7 million, $0.7 million, and $0.6 million for 2012, 2011 and 2010, respectively.
7. Goodwill
The following table summarizes the changes in the carrying value of goodwill by operating segment for each of 2010, 2011 and 2012:
|
(In thousands)
|
OTC Healthcare
|
|
Household Cleaning
|
|
Consolidated
|
||||||
|
Balance – March 31, 2009
|
|||||||||||
|
Goodwill
|
$
|
234,270
|
|
|
$72,549
|
|
$306,819
|
||||
|
Accumulated impairment losses
|
(127,419
|
)
|
(65,160
|
)
|
(192,579
|
)
|
|||||
|
Balance – March 31, 2009
|
106,851
|
|
7,389
|
|
114,240
|
|
|||||
|
2010 impairments
|
(2,751
|
)
|
—
|
|
(2,751
|
)
|
|||||
|
Balance – March 31, 2010
|
|
|
|
||||||||
|
Goodwill
|
234,270
|
|
72,549
|
|
306,819
|
|
|||||
|
Accumulated impairment losses
|
(130,170
|
)
|
(65,160
|
)
|
(195,330
|
)
|
|||||
|
Balance – March 31, 2010
|
104,100
|
|
7,389
|
|
111,489
|
|
|||||
|
2011 additions
|
43,407
|
|
—
|
|
43,407
|
|
|||||
|
Balance – March 31, 2011
|
|
|
|
||||||||
|
Goodwill
|
277,677
|
|
72,549
|
|
350,226
|
|
|||||
|
Accumulated impairment losses
|
(130,170
|
)
|
(65,160
|
)
|
(195,330
|
)
|
|||||
|
|
147,507
|
|
7,389
|
|
154,896
|
|
|||||
|
2012 additions
|
20,006
|
|
—
|
|
20,006
|
|
|||||
|
Balance – March 31, 2012
|
|
|
|
||||||||
|
Goodwill
|
297,683
|
|
72,549
|
|
370,232
|
|
|||||
|
Blacksmith escrow settlement*
|
(1,200
|
)
|
—
|
|
(1,200
|
)
|
|||||
|
Accumulated impairment losses
|
(130,170
|
)
|
(65,160
|
)
|
(195,330
|
)
|
|||||
|
|
$
|
166,313
|
|
$
|
7,389
|
|
$
|
173,702
|
|
||
* As previously disclosed, we brought to arbitration a matter regarding the working capital adjustment related to Blacksmith. On July 20, 2011, we received notification from the arbitrator that we would be awarded a working capital adjustment pending final
68
resolution and distribution from the escrow agent. In September 2011, we received $1.2 million in settlement of this matter, which reduced the amount of recorded goodwill related to Blacksmith.
On November 1, 2010, we acquired 100% of the capital stock of Blacksmith. In connection with this acquisition, we recorded goodwill of $42.2 million, net of the $1.2 million settlement noted above, based on the amount by which the purchase price exceeded the fair value of net assets acquired.
As discussed in Note 3, on January 31, 2012, we completed the acquisition of GSK Brands I for $615.0 million in cash, and on March 30, 2012, we completed the acquisition of GSK Brands II for $45.0 million in cash, subject to certain post-closing adjustments. We recorded a post-closing adjustment as of March 31, 2012, to reflect adjustments to certain inventory items and other current assets acquired. In connection with these acquisitions, we recorded goodwill of $20.0 million based on the amount by which the purchase price exceeded the fair value of assets acquired.
At
March 31, 2012
and March 31, 2011, in conjunction with the annual test for goodwill impairment, there were no indicators of impairment under the analysis. Accordingly, no impairment charge was recorded in 2012 or in 2011.
At March 31, 2010, in conjunction with the annual test for goodwill, we recorded an impairment charge of $2.8 million to adjust the carrying amounts of goodwill related to the
Cutex
brand to its fair value, as determined by use of a discounted cash flow methodology. The impairment was a result of distribution losses and increased competition from private label store brands. Due to the sale of
Cutex
on September 1, 2010, this impairment charge is included in the loss from discontinued operations for the year ended March 31, 2010.
The discounted cash flow methodology is a widely-accepted valuation technique utilized by market participants in the transaction evaluation process and has been applied consistently. We also considered our market capitalization at March 31, 2012, 2011 and 2010, as compared to the aggregate fair values of our reporting units to assess the reasonableness of our estimates pursuant to the discounted cash flow methodology. Although the impairment charges in the prior years were a result of utilizing management’s best estimate of fair value, the estimates and assumptions made in assessing the fair value of the our reporting units and the valuation of the underlying assets and liabilities are inherently subject to significant uncertainties. Consequently, changing rates of interest and inflation, declining sales or margins, increases in competition, changing consumer preferences, technical advances or reductions in advertising and promotion may require additional impairments in the future.
As discussed in Note 1, in accordance with recent guidance from the FASB, an entity is permitted to first assess qualitative factors in testing goodwill for impairment prior to performing a quantitative assessment. The new guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. This new guidance will be effective for the Company in fiscal year 2013.
69
8. Intangible Assets
A reconciliation of the activity affecting intangible assets for each of 2010, 2011 and 2012 is as follows:
|
(In thousands)
|
Year Ended March 31, 2010
|
||||||||||||||
|
Indefinite
Lived
Trademarks
|
Finite
Lived
Trademarks
|
Non
Compete
Agreement
|
Totals
|
||||||||||||
|
Gross Amount
|
|||||||||||||||
|
Balance – March 31, 2009
|
$
|
500,176
|
|
$
|
106,159
|
|
$
|
158
|
|
$
|
606,493
|
|
|||
|
Reclassifications
|
(45,605
|
)
|
45,605
|
|
—
|
|
—
|
|
|||||||
|
Disposals
|
—
|
|
(500
|
)
|
—
|
|
(500
|
)
|
|||||||
|
Balance – March 31, 2010 (including discontinuing operations)
|
454,571
|
|
151,264
|
|
158
|
|
605,993
|
|
|||||||
|
Long-term assets of discontinued operations
|
—
|
|
(8,270
|
)
|
—
|
|
(8,270
|
)
|
|||||||
|
Balance - March 31, 2010
|
$
|
454,571
|
|
$
|
142,994
|
|
$
|
158
|
|
$
|
597,723
|
|
|||
|
Accumulated Amortization
|
|||||||||||||||
|
Balance – March 31, 2009
|
$
|
—
|
|
$
|
37,214
|
|
$
|
142
|
|
$
|
37,356
|
|
|||
|
Additions
|
—
|
|
9,725
|
|
16
|
|
9,741
|
|
|||||||
|
Disposals
|
—
|
|
(333
|
)
|
—
|
|
(333
|
)
|
|||||||
|
Balance – March 31, 2010 (including discontinued operations)
|
—
|
|
46,606
|
|
158
|
|
46,764
|
|
|||||||
|
Long-term assets of discontinued operations
|
—
|
|
(3,400
|
)
|
—
|
|
(3,400
|
)
|
|||||||
|
Balance - March 31, 2010
|
$
|
—
|
|
$
|
43,206
|
|
$
|
158
|
|
$
|
43,364
|
|
|||
|
Intangibles, net – March 31, 2010
|
$
|
454,571
|
|
$
|
99,788
|
|
$
|
—
|
|
$
|
554,359
|
|
|||
|
(In thousands)
|
Year Ended March 31, 2011
|
||||||||||||||
|
Indefinite
Lived
Trademarks
|
Finite
Lived
Trademarks
|
Non
Compete
Agreement
|
Totals
|
||||||||||||
|
Gross Amount
|
|||||||||||||||
|
Balance – March 31, 2010 (including discontinued operations)
|
$
|
454,571
|
|
$
|
151,264
|
|
$
|
158
|
|
$
|
605,993
|
|
|||
|
Additions
|
233,913
|
|
7,299
|
|
—
|
|
241,212
|
|
|||||||
|
Disposals
|
—
|
|
(8,270
|
)
|
—
|
|
(8,270
|
)
|
|||||||
|
Balance – March 31, 2011
|
$
|
688,484
|
|
$
|
150,293
|
|
$
|
158
|
|
$
|
838,935
|
|
|||
|
Accumulated Amortization
|
|||||||||||||||
|
Balance – March 31, 2010
|
$
|
—
|
|
$
|
46,606
|
|
$
|
158
|
|
$
|
46,764
|
|
|||
|
Additions
|
—
|
|
9,210
|
|
—
|
|
9,210
|
|
|||||||
|
Disposals
|
—
|
|
(3,400
|
)
|
—
|
|
(3,400
|
)
|
|||||||
|
Balance – March 31, 2011
|
$
|
—
|
|
$
|
52,416
|
|
$
|
158
|
|
$
|
52,574
|
|
|||
|
Intangibles, net – March 31, 2011
|
$
|
688,484
|
|
$
|
97,877
|
|
$
|
—
|
|
$
|
786,361
|
|
|||
70
|
(In thousands)
|
Year Ended March 31, 2012
|
||||||||||||||
|
Indefinite
Lived
Trademarks
|
Finite
Lived
Trademarks
|
Non
Compete
Agreement
|
Totals
|
||||||||||||
|
Gross Amount
|
|
|
|
|
|||||||||||
|
Balance – March 31, 2011
|
$
|
688,484
|
|
$
|
150,293
|
|
$
|
158
|
|
$
|
838,935
|
|
|||
|
Additions
|
556,930
|
|
67,219
|
|
—
|
|
624,149
|
|
|||||||
|
Disposals
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
|
Balance – March 31, 2012
|
$
|
1,245,414
|
|
$
|
217,512
|
|
$
|
158
|
|
$
|
1,463,084
|
|
|||
|
Accumulated Amortization
|
|
|
|
|
|
|
|
|
|||||||
|
Balance – March 31, 2011
|
$
|
—
|
|
$
|
52,416
|
|
$
|
158
|
|
$
|
52,574
|
|
|||
|
Additions
|
—
|
|
9,988
|
|
—
|
|
9,988
|
|
|||||||
|
Disposals
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
|
Balance – March 31, 2012
|
$
|
—
|
|
$
|
62,404
|
|
$
|
158
|
|
$
|
62,562
|
|
|||
|
|
|
|
|
|
|
|
|
||||||||
|
Intangibles, net – March 31, 2012
|
$
|
1,245,414
|
|
$
|
155,108
|
|
—
|
|
$
|
1,400,522
|
|
||||
As discussed in Note 3, on January 31, 2012, we completed the acquisition of GSK Brands I for $615.0 million in cash. On March 30, 2012, we completed the acquisition of GSK Brands II for $45.0 million in cash. In connection with these acquisitions, we allocated $624.1 million of the purchase price to intangible assets.
On January 6, 2011, we acquired certain assets related to the
Dramamine
brand in the United States. In connection with this acquisition, we allocated $75.9 million of the purchase price to intangible assets.
On November 1, 2010, we acquired 100% of the capital stock of Blacksmith. In connection with this acquisition, we allocated $
165.3 million
of the purchase price to intangible assets, which are comprised of acquired trademarks. The allocation is based on valuations performed to determine the fair value of such assets as of the acquisition date.
We completed our test for impairment of its intangible assets during the fourth quarter of 2012, 2011 and 2010. For 2012, 2011 and 2010, we did not record any impairment charge as facts and circumstances indicated that the fair values of the intangible assets for such segments exceeded their carrying values. For 2009, we recorded an impairment charge aggregating $58.6 million to the OTC Healthcare and Household Cleaning segments as facts and circumstances indicated that the carrying values of the intangible assets for such segments exceeded their fair values and may not be recoverable.
The economic events experienced during 2009, as well as our plans and projections for our brands indicated that several of such brands could no longer support indefinite useful lives. Each of the brands that incurred an impairment charge during the three month period ended March 31, 2009 was adversely affected by increased competition and the macroeconomic environment in the United States. Consequently, at April 1, 2009, management reclassified $45.6 million of previously indefinite-lived intangibles to intangibles with definite lives. Management estimates the remaining useful lives of these intangibles to be 20 years.
The carrying value as of March 31, 2009 and the annual amortization charges by operating segment of the reclassified intangibles were as follows (in thousands):
|
Intangible
|
Carrying Value
as of
March 31, 2009
|
Annual
Amortization
|
|||||
|
Household Cleaning Trademarks
|
$
|
34,888
|
|
$
|
1,745
|
|
|
|
OTC Healthcare Trademarks
|
10,717
|
|
536
|
|
|||
|
|
$
|
45,605
|
|
$
|
2,281
|
|
|
The weighted average remaining life for finite-lived intangible assets at March 31, 2012 was approximately 16.3 years and the amortization expense for the year ended March 31, 2012 was $10.0 million. At
March 31, 2012
, finite-lived intangible assets are expected to be amortized over their estimated useful life, which ranges from a period of 3 to 30 years and the estimated amortization
71
expense for each of the five succeeding years and periods thereafter is as follows (in thousands):
|
Year Ending March 31,
|
|
||
|
2013
|
$
|
12,029
|
|
|
2014
|
10,898
|
|
|
|
2015
|
9,563
|
|
|
|
2016
|
9,563
|
|
|
|
2017
|
9,563
|
|
|
|
Thereafter
|
103,493
|
|
|
|
|
$
|
155,109
|
|
9. Other Accrued Liabilities
Other accrued liabilities consist of the following:
|
(In thousands)
|
March 31,
|
||||||
|
|
2012
|
2011
|
|||||
|
Accrued marketing costs
|
$
|
10,554
|
|
$
|
9,967
|
|
|
|
Accrued payroll
|
7,181
|
|
7,589
|
|
|||
|
Accrued commissions
|
415
|
|
408
|
|
|||
|
Accrued income taxes
|
577
|
|
531
|
|
|||
|
Accrued professional fees
|
3,821
|
|
1,953
|
|
|||
|
Accrued severance
|
461
|
|
1,324
|
|
|||
|
Accrued other
|
299
|
|
508
|
|
|||
|
|
$
|
23,308
|
|
$
|
22,280
|
|
|
On March 24, 2010, Prestige Brands, Inc. issued $150.0 million of 2010 Senior Notes, with an interest rate of 8.25% and a maturity date of April 1, 2018. On November 1, 2010, Prestige Brands, Inc. issued an additional $100.0 million of the 2010 Senior Notes. The Company may earlier redeem some or all of the 2010 Senior Notes at redemption prices set forth in the indenture governing the 2010 Senior Notes (the "Senior Notes Indenture"). The 2010 Senior Notes are unconditionally guaranteed by Prestige Brands
Holdings, Inc. and its domestic 100% owned subsidiaries other than Prestige Brands, Inc., the issuer. Each of these guarantees is joint and several. There are no significant restrictions on the ability of any of the guarantors to obtain funds from their subsidiaries. The 2010 Senior Notes issued in March and November were issued at an aggregate face value of $150.0 million and $100.0 million, respectively, with a discount to the initial purchasers of $2.2 million and a premium of $0.3 million, respectively, and net proceeds to the Company of $147.8 million and $100.3 million, respectively, yielding an 8.5% effective interest rate.
On March 24, 2010, Prestige Brands, Inc. entered into the 2010 Senior Term Loan for $150.0 million, with an interest rate at LIBOR plus 3.25% with a LIBOR floor of 1.5% and a maturity date of March 24, 2016. The $150.0 million 2010 Senior Term Loan was entered into with a discount to lenders of $1.8 million and net proceeds to the Company of $148.2 million, yielding a 5.0% effective interest rate. On November 1, 2010, we, together with the Borrower and certain of our other subsidiaries, executed an Increase Joinder to our Credit Agreement dated March 24, 2010 (the "Increase Joinder"), pursuant to which the Borrower entered into an incremental term loan in the amount of $115.0 million. The incremental 2010 Senior Term Loan was scheduled to mature on March 24, 2016 and was repaid in full on January 31, 2012 with the entry into the new senior secured credit facilities described below. In connection with the refinancing and the payoff of the 2010 Senior Term Loan, we recognized a $5.4 million loss on the extinguishment of debt for 2012. The 2010 Senior Term Loan was unconditionally guaranteed by Prestige Brands Holdings, Inc. and its domestic 100% owned subsidiaries, other than Prestige Brands, Inc. (the "Borrower").
Additionally, on March 24, 2010, Prestige Brands, Inc. entered into a non-amortizing senior secured revolving credit facility (“2010 Revolving Credit Facility” and, collectively with the 2010 Senior Term Loan, the “2010 Credit Agreement”) in an aggregate principal amount of up to $30.0 million. On November 1, 2010, pursuant to the Increase Joinder, the amount of the 2010 Revolving Credit Facility was increased by $10.0 million and the Borrower had borrowing capacity under the 2010 Revolving Credit Facility in an aggregate principal amount of up to $40.0 million. On January 31, 2012, i
n connection with the entry into new senior secured
72
credit facilities as described below, Prestige Brands terminated the 2010 Credit Agreement. There were no material early termination penalties as a result of the termination of the 2010 Credit Agreement.
On January 31, 2012, Prestige Brands, Inc. issued $250.0 million of 2012 Senior Notes, with an interest rate of 8.125% and a maturity date of February 1, 2020. We may earlier redeem some or all of the 2012 Senior Notes at redemption prices set forth in the indenture governing the 2012 Senior Notes. The 2012 Senior Notes are guaranteed by Prestige Brands Holdings, Inc. and certain of its domestic 100% owned subsidiaries. Each of these guarantees is joint and several. There are no significant restrictions on the ability of any of the guarantors to obtain funds from their subsidiaries.
On January 31, 2012, Prestige Brands Inc. also entered into a New Senior Secured Credit Facility which consists of (i) a $660.0 million term loan facility (“2012 Term Loan”) with a seven-year maturity and (ii) a $50.0 million asset-based revolving credit facility (“2012 ABL Revolver”) with a five-year maturity. The 2012 Term Loan was issued with an original issue discount of 1.5% of the principal amount thereof, resulting in net proceeds to Prestige Brands of $650.1 million.
The 2012 Term Loan is unconditionally guaranteed by Prestige Brands Holdings, Inc. and its domestic 100% owned subsidiaries, other than Prestige Brands, Inc. Each of these guarantees is joint and several. There are no significant restrictions on the ability of any of the guarantors to obtain funds from their subsidiaries.
The 2012 Term Loan bears interest at a rate per annum equal to an applicable margin plus, at our option, either (i) a base rate determined by reference to the highest of (a) the Federal Funds rate plus 0.50%, (b) the prime rate of Citibank, N.A., (c) the LIBOR rate determined by reference to the cost of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs, plus 1.00% and (d) a floor of 2.25% or (ii) a LIBOR rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs provided that LIBOR shall not be lower than 1.25%. At March 31, 2012, the average interest rate on the 2012 Term Loan was 5.5%.
Borrowings under the 2012 ABL Revolver bear interest at a rate per annum equal to an applicable margin, plus, at our option, either (i) a base rate determined by reference to the highest of (a) the Federal Funds rate plus 0.50%, (b) the prime rate of Citibank, N.A., (c) the LIBOR rate determined by reference to the cost of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs, plus 1.00% or (ii) a LIBOR rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs. The initial applicable margin for borrowings under the 2012 ABL Revolver is 1.75% with respect to LIBOR borrowings and 0.75% with respect to base-rate borrowings. The applicable margin for borrowings under the 2012 ABL Revolver may be increased to 2.00% or 2.25% for LIBOR borrowings and 1.00% or 1.25% for base-rate borrowings, depending on average excess availability under such revolving credit facility during the prior fiscal quarter. In addition to paying interest on outstanding principal under the 2012 ABL Revolver, we are required to pay a commitment fee to the lenders under the 2012 ABL Revolver in respect of the unutilized commitments thereunder. The initial commitment fee rate is 0.50% per annum. The commitment fee rate will be reduced to 0.375% per annum at any time when the average daily unused commitments for the prior quarter is less than a percentage of total commitments in an amount set forth in the credit agreement covering the 2012 ABL Revolver.
Under the 2012 Term Loan, we will be required to make quarterly payments each equal to 0.25% of the original principal amount of the term loan made on the closing date, with the balance expected to be due on the seventh anniversary of the closing date. However, since we made a $25.0 million payment in March 2012, we will not be required to make a quarterly payment until the fourth quarter of 2016. For the 2012 ABL Revolver, in addition to paying interest on outstanding principal, we will be required to pay a commitment fee to the lenders in respect of the unutilized commitments thereunder, with an initial rate of 0.50% per annum, and which can be reduced at any time under certain conditions as defined in the agreement. We may voluntarily repay outstanding loans under the 2012 ABL Revolver at any time without a premium or penalty.
We used the net proceeds from the 2012 Senior Notes offering, together with borrowings under the 2012 Term Loan to finance the acquisition of 17 North American over-the-counter brands from GSK and its affiliates, to repay our existing senior secured credit facilities, to pay fees and expenses incurred in connection with these transactions and for general corporate purposes. The acquisition is discussed in Note 3 to the Consolidated Financial Statements.
In connection with the financing activities of March 2010 relating to the 2010 Senior Notes, the 2010 Senior Term Loan and the 2010 Revolving Credit Facility, we incurred $7.3 million in issuance costs, of which $6.6 million was capitalized as deferred financing costs and $0.7 million was expensed. In connection with the financing activities of November 2010 relating to the 2010 Senior Notes, the 2010 Senior Term Loan and the 2010 Revolving Credit Facility, we incurred $0.6 million in issuance costs, all of which was capitalized as deferred financing costs.
73
In connection with the financing activities of January 2012 relating to the 2012 Senior Notes, the 2012 Term Loan and the 2012 ABL Revolver, we incurred $12.6 million, $18.8 million and $1.8 million, respectively, in issuance costs, which were capitalized as deferred financing costs. The deferred financing costs are being amortized over the terms of the related loan and notes.
On March 24, 2010, we retired our existing Senior Secured Term Loan facility with an original maturity date of April 6, 2011. In addition, on March 24, 2010, we repaid a portion and, on April 15, 2010, redeemed in full the remaining outstanding indebtedness under our previously outstanding Senior Subordinated Notes due in 2012, which bore interest at 9.25% with a maturity date of April 15, 2012. In connection with the refinancing, we recognized a $0.3 million loss on the extinguishment of debt for 2011.
The 2010 Senior Notes and 2012 Senior Notes are senior unsecured obligations of the Company and are guaranteed on a senior unsecured basis. The 2010 Senior Notes are effectively junior in right of payment to all existing and future secured obligations of the Company with exception of the 2012 Senior Notes, equal in right of payment with all existing and future senior unsecured indebtedness of the Company, and senior in right of payment to all future subordinated debt of the Company. The 2012 Senior Notes are effectively subordinated to secured obligations of the Company including the New Senior Secured Credit Facilities and the 2010 Senior Notes, equal in right of payment to all existing and future unsecured obligations of the Company, and senior in right of payment to all existing and future obligations of the Company.
At any time prior to April 1, 2014, we may redeem the 2010 Senior Notes in whole or in part at a redemption price equal to 100% of the principal amount of the notes redeemed, plus a “make-whole premium” calculated as set forth in the Senior Notes Indenture, together with accrued and unpaid interest, if any, to the date of redemption. We may redeem the 2010 Senior Notes in whole or in part at any time on or after the 12-month period beginning April 1, 2014 at a redemption price of 104.125% of the principal amount thereof, at a redemption price of 102.063% of the principal amount thereof if the redemption occurs during the 12-month period beginning on April 1, 2015, and at a redemption price of 100% of the principal amount thereof if the redemption occurs on and after April 1, 2016, in each case, plus accrued and unpaid interest, if any, to the redemption date. In addition, prior to April 1, 2013, with the net cash proceeds from certain equity offerings, we may redeem up to 35% in aggregate principal amount of the 2010 Senior Notes at a redemption price of 108.250% of the principal amount of the 2010 Senior Notes to be redeemed, plus accrued and unpaid interest, if any, to the redemption date.
At any time prior to February 1, 2016, we may redeem the 2012 Senior Notes in whole or in part at a redemption price equal to 100% of the principal amount of the notes redeemed, plus a "make-whole premium" calculated as set forth in the Senior Notes Indenture, together with accrued and unpaid interest, if any, to the date of redemption. On or after February 1, 2016, we may redeem the 2012 Senior Notes in whole or in part at redemption prices set forth in the Indenture. In addition, at any time prior to February 1, 2015, we may redeem up to 35% of the aggregate principal amount of the 2012 Senior Notes at a redemption price equal to 108.125% of the principal amount plus accrued and unpaid interest to the redemption date, with the net cash proceeds of certain equity offerings, provided that certain conditions are met. Subject to certain limitations, in the event of a change of control, as defined in the Indenture, Prestige Brands, Inc. will be required to make an offer to purchase the 2012 Senior Notes at a price equal to 101% of the aggregate principal amount of the 2012 Senior Notes repurchased, plus accrued and unpaid interest, if any, to the date of repurchase.
The Senior Notes Indentures contain provisions that restrict us from undertaking specified corporate actions, such as asset dispositions, acquisitions, dividend payments, repurchases of common shares outstanding, changes of control, incurrences of indebtedness, issuance of equity, creation of liens, making of loans and transactions with affiliates. Additionally, the Credit Agreement and the Senior Notes Indenture contain cross-default provisions whereby a default pursuant to the terms and conditions of certain indebtedness will cause a default on the remaining indebtedness under the Credit Agreement and the Senior Notes Indenture. At March 31, 2012, we were in compliance with the covenants under our long-term indebtedness.
During the year ended March 31, 2012, we made voluntary principal payments against outstanding indebtedness of $58.0 million in excess of required payments under the Credit Agreement governing the 2010 Senior Term Loan and $25.0 million against the 2012 Term Loan. The 2010 Senior Term Loan was repaid in full on January 31, 2012.
Long-term debt consists of the following, as of the dates indicated:
74
|
(In thousands, except percentages)
|
March 31,
|
||||||
|
2012
|
2011
|
||||||
|
2012 Senior Notes bear interest at 8.125%, with interest only payable on February 1 and August 1 of each year. The 2012 Senior Notes mature on February 1, 2020.
|
$250,000
|
$
|
—
|
|
|||
|
2012 Term Loan bears interest at the Company's options at either a base rate plus applicable margin with a floor of 2.25% or LIBOR with a floor of 1.25%. Quarterly
payments each equal to 0.25% of the original principal amount of the term loans are due, with the balance expected to be due on January 31, 2019.
|
635,000
|
|
—
|
|
|||
|
2010 Senior Term Loan bore interest at the Company’s option at either the prime rate plus a margin of 2.25% or LIBOR plus 3.25% with a LIBOR floor of 1.5%. The outstanding balance on the 2010 Senior Term Loan was repaid in full on January 31, 2012.
|
—
|
|
242,000
|
|
|||
|
2010 Senior Notes bear interest at 8.25%, with interest only payable on April 1st and October 1st of each year. The 2010 Senior Notes mature on April 1, 2018.
|
250,000
|
|
250,000
|
|
|||
|
|
1,135,000
|
|
492,000
|
|
|||
|
Current portion of long-term debt
|
—
|
|
—
|
|
|||
|
|
1,135,000
|
|
492,000
|
|
|||
|
Less: unamortized discount
|
(11,092
|
)
|
(5,055
|
)
|
|||
|
Long-term debt, net of unamortized discount
|
$
|
1,123,908
|
|
$
|
486,945
|
|
|
Future principal payments required in accordance with the terms of the 2012 Term Loan and the Senior Notes Indentures are as follows (in thousands):
|
Year Ending March 31,
|
Amount
|
||
|
2013
|
$
|
—
|
|
|
2014
|
—
|
|
|
|
2015
|
—
|
|
|
|
2016
|
1,400
|
|
|
|
2017
|
6,600
|
|
|
|
Thereafter
|
1,127,000
|
|
|
|
|
$
|
1,135,000
|
|
11. Fair Value Measurements
As we deem appropriate, we may from time to time utilize derivative financial instruments to mitigate the impact of changing interest rates associated with our long-term debt obligations or other derivative financial instruments. While we have utilized derivative financial instruments in the past, we did not have any derivative financial instruments outstanding at March 31, 2012 or 2011. We recorded a charge to interest expense of $2.9 million during 2010 in connection with an interest rate swap agreement. We have not entered into derivative financial instruments for trading purposes; all of our derivatives were over-the-counter instruments with liquid markets.
For certain of our financial instruments, including cash, accounts receivable, accounts payable and other current liabilities, the carrying amounts approximate their respective fair values due to the relatively short maturity of these amounts.
The Fair Value Measurements and Disclosures topic of the FASB ASC requires fair value to be determined based on the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market assuming an orderly transaction between market participants. The Fair Value Measurements and Disclosures topic established market (observable inputs) as the preferred source of fair value to be followed by the Company's assumptions of fair value based on hypothetical transactions (unobservable inputs) in the absence of observable market inputs. Based upon the above, the following fair value hierarchy was created:
Level 1 - Quoted market prices for identical instruments in active markets;
Level 2 - Quoted prices for similar instruments in active markets, as well as quoted prices for identical or similar instruments in markets that are not considered active; and
Level 3 - Unobservable inputs developed by the Company using estimates and assumptions reflective of those that would be utilized by a market participant.
75
The market values have been determined based on market values for similar instruments adjusted for certain factors. As such, the 2012 Term Loan, the 2012 Senior Notes and the 2010 Senior Notes are measured in Level 2 of the above hierarchy. At March 31, 2012 and 2011, we did not have any assets or liabilities measured in Level 2 or 3. During 2012, 2011 and 2010, there were no transfers of assets or liabilities between Levels 1, 2 and 3.
At March 31, 2012, the carrying value and the market value of our 2012 Senior Notes were $250.0 million and $270.6 million, respectively, at March 31, 2012.
At March 31, 2012, the carrying value and the market value of the 2012 Term Loan were $635.0 million and $639.0 million, respectively, at March 31, 2012.
At March 31, 2012 and March 31, 2011, the carrying value of our 2010 Senior Notes was $250.0 million and $250.0 million, respectively. The market value of these notes was approximately $272.5 million and $264.4 million at March 31, 2012 and March 31, 2011, respectively.
At March 31, 2011, the carrying value and the market value of the 2010 Term Loan was $242.0 million and $243.4 million, respectively. During the year ended March 31, 2012 we repaid the 2010 Term Loan in full.
12. Stockholders' Equity
We are authorized to issue 250.0 million shares of common stock, $0.01 par value per share, and 5.0 million shares of preferred stock, $0.01 par value per share. The Board of Directors may direct the issuance of the undesignated preferred stock in one or more series and determine preferences, privileges and restrictions thereof.
Each share of common stock has the right to one vote on all matters submitted to a vote of stockholders. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the Board of Directors, subject to prior rights of holders of all classes of stock outstanding having priority rights as to dividends. No dividends have been declared or paid on our common stock through March 31, 2012, except as described below.
Effective February 26, 2012, our Board of Directors adopted a stockholder rights plan (the "Rights Plan"). Pursuant to the Rights Plan, the Board of Directors declared a dividend distribution of one preferred share right (a "Right") for each share of common stock held as of March 8, 2012. Each Right entitles the holder to purchase one one-thousandth of a share of Series A Preferred Stock (the "Preferred Shares") at an initial exercise price of $65.00, subject to dilution adjustments for dividends payable in Preferred Shares or other such events. The Rights Plan is intended to ensure that all of our stockholders receive fair and equal treatment in the event of any proposed takeover of the Company and to protect stockholders' interests in the event we are confronted with partial tender offers or other coercive or unfair takeover tactics.
The Rights become exercisable after ten days following the acquisition by an acquiring person or group of 10% or more of our outstanding common stock (“Acquisition Event”). If such acquiring person or group acquires 10% or more of the common stock, each Right (other than such acquiring person's or group's Rights, whose Rights become void upon exceeding the 10% threshold) will entitle the holder to purchase, at the exercise price, common stock having a market value equal to twice the exercise price of the Right.
The Rights Plan and the Rights will expire on the date of the 2013 Annual Stockholders' Meeting if the plan is not approved by the stockholders. If approved by the stockholders, the Rights Plan and the Rights will expire on February 26, 2022, unless an Acquisition Event occurs earlier. Subject to the provisions of the Rights Plan, at the Company's option, the Rights may be redeemed by the Company at an initial cash redemption price of $0.01 per Right or may be exchanged in whole or in part for one share of the Company's common stock, or one one-thousandth of a share of Preferred Share.
During March 2012, we recorded a charge against retained earnings in the amount of $283 related to the fair value of the rights as of the dividend date. For any right that expires unredeemed, the appropriate charge to retained earnings will be reversed.
During 2012, 2011 and 2010, we repurchased 21, 36 and zero shares, respectively, of restricted common stock from current and former employees pursuant to the provisions of the various employee stock purchase agreements. The purchases were at an average price of $12.86 per share for 2012 and $9.81 per share for 2011. All of such shares have been recorded as treasury stock.
76
13. Earnings Per Share
Basic earnings per share is computed based on the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share is computed based on the weighted-average number of shares of common stock outstanding plus the effect of potentially dilutive common shares outstanding during the period using the treasury stock method, which includes stock options, restricted stock awards, and restricted stock units. The following table sets forth the computation of basic and diluted earnings per share:
|
(In thousands, except per share data)
|
Year Ended March 31,
|
||||||||||
|
|
2012
|
2011
|
2010
|
||||||||
|
Numerator
|
|
|
|
||||||||
|
Income from continuing operations
|
$
|
37,212
|
|
$
|
29,179
|
|
$
|
32,070
|
|
||
|
Income from discontinued operations and gain on sale
of discontinued operations
|
—
|
|
41
|
|
45
|
|
|||||
|
Net income
|
$
|
37,212
|
|
$
|
29,220
|
|
$
|
32,115
|
|
||
|
Denominator
|
|
|
|
|
|
||||||
|
Denominator for basic earnings per share- weighted average shares
|
50,270
|
|
50,081
|
|
50,013
|
|
|||||
|
Dilutive effect of unvested restricted common stock (including restricted stock units), options and stock appreciation rights issued to employees and directors
|
478
|
|
257
|
|
72
|
|
|||||
|
Denominator for diluted earnings per share
|
50,748
|
|
50,338
|
|
50,085
|
|
|||||
|
Earnings per Common Share:
|
|
|
|
|
|
||||||
|
Basic earnings per share from continuing operations
|
$
|
0.74
|
|
$
|
0.58
|
|
$
|
0.64
|
|
||
|
Basic earnings per share from discontinued operations and gain on sale of discontinued operations
|
—
|
|
—
|
|
—
|
|
|||||
|
Basic net earnings per share
|
$
|
0.74
|
|
$
|
0.58
|
|
$
|
0.64
|
|
||
|
Diluted earnings per share from continuing operations
|
$
|
0.73
|
|
$
|
0.58
|
|
$
|
0.64
|
|
||
|
Diluted earnings per share from discontinued operations and gain on sale of discontinued operations
|
—
|
|
—
|
|
—
|
|
|||||
|
Diluted net earnings per share
|
$
|
0.73
|
|
$
|
0.58
|
|
$
|
0.64
|
|
||
At March 31, 2012, 2011 and 2010, there were zero, zero and 0.1 million shares of restricted stock awards that have been excluded from the computation of basic earnings per share as these awards were subject to contingencies that were not met as of the end of each respective period. Additionally, for 2012, 2011 and 2010 there were 0.4 million, 0.5 million and 1.3 million shares attributable to outstanding stock-based awards that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.
14. Share-Based Compensation
In connection with our initial public offering, the Board of Directors adopted the 2005 Long-Term Equity Incentive Plan (the “Plan”) which provides for the grant, to a maximum of 5.0 million shares of restricted stock, stock options, restricted stock units and other equity-based awards. Directors, officers and other employees of the Company and its subsidiaries, as well as others performing services for the Company, are eligible for grants under the Plan.
During 2012, pre-tax share-based compensation costs charged against income and the related income tax benefit recognized were $3.1 million and $1.2 million, respectively. During the year management determined that performance goals associated with the grants of stock to management and employees in May 2008 were met and recorded stock compensation costs accordingly. No prior compensation costs were required to be reversed.
During 2011, pre-tax share-based compensation costs charged against income and the related income tax benefit recognized were $3.6 million and $1.4 million, respectively. During the year management determined that performance goals associated with the
77
grants of stock to management and employees in May 2008 were met and recorded stock compensation costs accordingly. No prior compensation costs were required to be reversed.
During 2010, pre-tax share-based compensation costs charged against income and the related income tax benefit recognized were $2.1 million and $0.8 million, respectively. During the year management determined that performance goals associated with the grants of stock to management and employees in May 2008 were met and recorded stock compensation costs accordingly. No prior compensation costs were required to be reversed.
Restricted Shares
Restricted shares granted to employees under the Plan generally vest in three to five years, contingent on the attainment of certain performance goals of the Company, including revenue and earnings before income taxes, depreciation and amortization targets, or the attainment of certain time vesting thresholds. The restricted share awards provide for accelerated vesting if there is a change of control, as defined in the Plan. On January 25, 2012, the Compensation Committee of our Board of Directors granted 95,000 shares of restricted stock units to certain members of executive management. The restricted stock units will vest in equal annual installments over a three year period on the anniversary date of the grants. The grant-date fair value of restricted shares is determined using the closing price of our common stock on the day preceding the grant date. The weighted-average grant-date fair value during 2012, 2011 and 2010 was $11.81, $8.99 and $7.09, respectively.
A summary of the Company’s restricted shares granted under the Plan is presented below:
|
Nonvested Shares
|
Shares
(in thousands)
|
Weighted-Average
Grant-Date
Fair Value
|
|||||
|
Nonvested at March 31, 2009
|
342.4
|
|
$
|
11.31
|
|
||
|
Granted
|
171.6
|
|
7.09
|
|
|||
|
Vested
|
(47.8
|
)
|
10.97
|
|
|||
|
Forfeited
|
(179.1
|
)
|
11.28
|
|
|||
|
Nonvested at March 31, 2010
|
287.1
|
|
8.86
|
|
|||
|
Granted
|
125.0
|
|
8.99
|
|
|||
|
Vested
|
(88.2
|
)
|
9.63
|
|
|||
|
Forfeited
|
(48.5
|
)
|
10.10
|
|
|||
|
Vested and nonvested at March 31, 2011
|
275.4
|
|
8.46
|
|
|||
|
Vested at March 31, 2011
|
29.2
|
|
6.84
|
|
|||
|
Granted
|
217.5
|
|
11.81
|
|
|||
|
Vested
|
(103.4
|
)
|
9.93
|
|
|||
|
Forfeited
|
(26.1
|
)
|
10.17
|
|
|||
|
Vested and nonvested at March 31, 2012
|
363.4
|
|
9.92
|
|
|||
|
Vested at March 31, 2012
|
54.0
|
|
7.40
|
|
|||
Options
The Plan provides that the exercise price of options granted shall be no less than the fair market value of the Company's common stock on the date the options are granted. Options granted have a term of no greater than 10 years from the date of grant and vest in accordance with a schedule determined at the time the option is granted, generally three to five years. The option awards provide for accelerated vesting in the event of a change in control, as defined in the Plan.
The fair value of each option award is estimated on the date of grant using the Black-Scholes Option Pricing Model that uses the assumptions noted in the table below. Expected volatilities are based on the historical volatility of our common stock. We use appropriate historical data, as well as current data, to estimate option exercise and employee termination behaviors. Employees that are expected to exhibit similar exercise or termination behaviors are grouped together for the purposes of valuation. The expected terms of the options granted are derived from our historical experience and management’s estimates and represent the period of time that options granted are expected to be outstanding. The risk-free rate represents the yield on U.S. Treasury bonds
78
with a maturity equal to the expected term of the granted option. The weighted-average grant-date fair value of the options granted during 2012, 2011 and 2010 were $5.83, $4.91 and $3.64, respectively.
|
|
Year Ended March 31,
|
||||
|
|
2012
|
2011
|
|||
|
Expected volatility
|
53.0
|
%
|
52.8
|
%
|
|
|
Expected dividends
|
—
|
|
—
|
|
|
|
Expected term in years
|
6.5
|
|
7.0
|
|
|
|
Risk-free rate
|
2.4
|
%
|
3.2
|
%
|
|
A summary of option activity under the Plan is as follows:
|
Options
|
Shares
(in thousands)
|
Weighted-Average
Exercise
Price
|
Weighted-
Average
Remaining
Contractual Term
|
Aggregate
Intrinsic
Value
(in thousands)
|
||||||||||
|
Outstanding at March 31, 2009
|
662.6
|
|
$
|
11.65
|
|
|||||||||
|
Granted
|
1,125.0
|
|
7.16
|
|
||||||||||
|
Exercised
|
—
|
|
—
|
|
||||||||||
|
Forfeited or expired
|
(203.4
|
)
|
11.34
|
|
||||||||||
|
Outstanding at March 31, 2010
|
1,584.2
|
|
8.50
|
|
||||||||||
|
Granted
|
418.6
|
|
9.26
|
|
||||||||||
|
Exercised
|
(33.8
|
)
|
9.79
|
|
||||||||||
|
Forfeited or expired
|
(347.5
|
)
|
10.74
|
|
||||||||||
|
Outstanding at March 31, 2011
|
1,621.5
|
|
8.19
|
|
||||||||||
|
Granted
|
308.2
|
|
11.27
|
|
||||||||||
|
Exercised
|
(86.9
|
)
|
10.24
|
|
||||||||||
|
Forfeited or expired
|
(97.4
|
)
|
11.57
|
|
||||||||||
|
Outstanding at March 31, 2012
|
1,745.4
|
|
8.44
|
|
7.6
|
|
$
|
15,772
|
|
|||||
|
Exercisable at March 31, 2012
|
657.2
|
|
8.37
|
|
7.1
|
|
5,985
|
|
||||||
The aggregate intrinsic value of options exercised during 2012 was $0.2 million. The aggregate intrinsic value at March 31, 2012 for options granted during 2012 was $1.9 million. The weighted-average fair value per option at the grant date was $5.83 for 2012.
At March 31, 2012, there were $3.5 million of unrecognized compensation costs related to nonvested share-based compensation arrangements under the Plan, based on management’s estimate of the shares that will ultimately vest. We expect to recognize such costs over a weighted-average period of 1.0 years. The total fair value of options and restricted shares vested during 2012, 2011 and 2010, was $2.9 million, $2.3 million and $0.5 million, respectively. Cash received from the exercise of stock options was $0.6 million during 2012 and we realized $0.3 million in tax benefits for the tax deductions resulting from option exercises. Cash received from the exercise of stock options was $0.3 million during 2011 and we realized $0.2 million in tax benefits for the tax deductions resulting from option exercises. There were no options exercised during 2010 and therefore, we did not realize any tax benefits during this period associated with option exercises. At March 31, 2012, there were 2.5 million shares available for issuance under the Plan.
79
15. Income Taxes
The provision for income taxes from continuing operations consists of the following:
|
(In thousands)
|
Year Ended March 31,
|
||||||||||
|
|
2012
|
2011
|
2010
|
||||||||
|
Current
|
|
|
|
||||||||
|
Federal
|
$
|
8,127
|
|
$
|
8,793
|
|
$
|
10,837
|
|
||
|
State
|
1,396
|
|
1,496
|
|
1,492
|
|
|||||
|
Foreign
|
630
|
|
522
|
|
415
|
|
|||||
|
Deferred
|
|
|
|
|
|
||||||
|
Federal
|
13,100
|
|
7,211
|
|
6,418
|
|
|||||
|
State
|
692
|
|
1,327
|
|
1,502
|
|
|||||
|
Total provision for income taxes from continuing operations
|
$
|
23,945
|
|
$
|
19,349
|
|
$
|
20,664
|
|
||
The principal components of our deferred tax balances are as follows:
|
(In thousands)
|
March 31,
|
||||||
|
|
2012
|
2011
|
|||||
|
Deferred Tax Assets
|
|
|
|||||
|
Allowance for doubtful accounts and sales returns
|
$
|
1,931
|
|
$
|
2,701
|
|
|
|
Inventory capitalization
|
1,184
|
|
812
|
|
|||
|
Inventory reserves
|
635
|
|
260
|
|
|||
|
Net operating loss carryforwards
|
495
|
|
579
|
|
|||
|
Property and equipment
|
—
|
|
—
|
|
|||
|
State income taxes
|
7,103
|
|
7,089
|
|
|||
|
Accrued liabilities
|
1,762
|
|
1,768
|
|
|||
|
Stock compensation
|
2,536
|
|
3,003
|
|
|||
|
Other
|
1
|
|
136
|
|
|||
|
Total deferred tax assets
|
15,647
|
|
16,348
|
|
|||
|
Deferred Tax Liabilities
|
|
|
|
||||
|
Property and equipment
|
(155
|
)
|
(65
|
)
|
|||
|
Intangible assets
|
(177,926
|
)
|
(164,924
|
)
|
|||
|
Total deferred tax liabilities
|
(178,081
|
)
|
(164,989
|
)
|
|||
|
Net deferred tax liability
|
$
|
(162,434
|
)
|
$
|
(148,641
|
)
|
|
At March 31, 2012, a wholly-owned subsidiary had a net operating loss carryforward of approximately $1.4 million which may be used to offset future taxable income of the consolidated group and begins to expire in 2020. The net operating loss carryforward is subject to an annual limitation as to usage under Internal Revenue Code Section 382 of approximately $0.2 million.
80
A reconciliation of the effective tax rate compared to the statutory U.S. Federal tax rate is as follows:
|
|
Year Ended March 31,
|
|||||||||||||||||||
|
(In thousands)
|
2012
|
2011
|
2010
|
|||||||||||||||||
|
|
|
%
|
|
|
%
|
|
|
%
|
|
|||||||||||
|
Income tax provision at statutory rate
|
$
|
21,405
|
|
35.0
|
|
$
|
17,008
|
|
35.0
|
|
$
|
19,069
|
|
35.0
|
|
|||||
|
Foreign tax (benefit) provision
|
191
|
|
0.3
|
|
(42
|
)
|
(0.1
|
)
|
(36
|
)
|
(0.1
|
)
|
||||||||
|
State income taxes, net of federal income tax benefit
|
2,073
|
|
3.4
|
|
1,615
|
|
3.3
|
|
1,662
|
|
3.1
|
|
||||||||
|
(Decrease) increase in net deferred tax liability resulting from a change in the effective state tax rate
|
(1,177
|
)
|
(1.9
|
)
|
302
|
|
0.6
|
|
597
|
|
1.1
|
|
||||||||
|
Goodwill
|
—
|
|
—
|
|
—
|
|
—
|
|
1,039
|
|
1.9
|
|
||||||||
|
Nondeductible compensation
|
1,305
|
|
2.1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
|
Transaction costs
|
—
|
|
—
|
|
367
|
|
0.8
|
|
—
|
|
—
|
|
||||||||
|
Other
|
148
|
|
0.3
|
|
124
|
|
0.3
|
|
39
|
|
0.1
|
|
||||||||
|
Total provision for income taxes
|
23,945
|
|
39.2
|
|
19,374
|
|
39.9
|
|
22,370
|
|
41.1
|
|
||||||||
|
Amount included in discontinued operations
|
—
|
|
—
|
|
25
|
|
38.2
|
|
1,706
|
|
97.5
|
|
||||||||
|
Provision for income taxes from continuing operations
|
$
|
23,945
|
|
39.2
|
|
$
|
19,349
|
|
39.9
|
|
$
|
20,664
|
|
39.2
|
|
|||||
Uncertain tax liability activity is as follows:
|
|
2012
|
2011
|
|||||
|
(In thousands)
|
|
|
|||||
|
Balance – beginning of year
|
$
|
456
|
|
315
|
|
||
|
Additions based on tax positions related to the current year
|
45
|
|
141
|
|
|||
|
Reductions based on lapse of statute of limitations
|
(209
|
)
|
—
|
|
|||
|
Balance – end of year
|
$
|
292
|
|
$
|
456
|
|
|
We recognize interest and penalties related to uncertain tax positions as a component of income tax expense. We did not incur any material interest or penalties related to income taxes in any of the periods presented. We do not anticipate any events or circumstances that would cause a material change to these uncertainties during the ensuing year. We are subject to taxation in the United States and various state and foreign jurisdictions and we are generally open to examination from the year ended March 31, 2009 forward.
16. Commitments and Contingencies
We are involved from time to time in routine legal matters and other claims incidental to our business. We review outstanding claims and proceedings internally and with external counsel as necessary to assess probability and amount of potential loss. These assessments are re-evaluated at each reporting period and as new information becomes available to determine whether a reserve should be established or if any existing reserve should be adjusted. The actual cost of resolving a claim or proceeding ultimately may be substantially different than the amount of the recorded reserve. In addition, because it is not permissible under GAAP to establish a litigation reserve until the loss is both probable and estimable, in some cases there may be insufficient time to establish a reserve prior to the actual incurrence of the loss (upon verdict and judgment at trial, for example, or in the case of a quickly negotiated settlement). We believe the resolution of routine matters and other incidental claims, taking our reserves into account, will not have a material adverse effect on our business, financial condition or results from operations.
Lease Commitments
We have operating leases for office facilities and equipment in New York and Wyoming, which expire at various dates through 2014.
81
The following summarizes future minimum lease payments for our operating leases:
|
(In thousands)
|
Facilities
|
Equipment
|
Total
|
||||||||
|
Year Ending March 31,
|
|
|
|
||||||||
|
2013
|
$
|
1,087
|
|
$
|
50
|
|
$
|
1,137
|
|
||
|
2014
|
719
|
|
23
|
|
742
|
|
|||||
|
2015
|
56
|
|
—
|
|
56
|
|
|||||
|
2016
|
—
|
|
—
|
|
—
|
|
|||||
|
2017
|
—
|
|
—
|
|
—
|
|
|||||
|
|
$
|
1,862
|
|
$
|
73
|
|
$
|
1,935
|
|
||
Rent expense was $0.9 million for 2012 and $0.8 million for each of 2011 and 2010.
Purchase Commitments
We have entered into a ten year supply agreement for the exclusive manufacture of a portion of one of our Household Cleaning products. Although we are committed under the supply agreement to pay the minimum amounts set forth in the table below, the total commitment is less than ten percent of the estimated purchases that we expect to make during the course of the agreement.
|
(In thousands)
|
|
||
|
Year Ending March 31,
|
|
||
|
2013
|
$
|
1,166
|
|
|
2014
|
1,136
|
|
|
|
2015
|
1,105
|
|
|
|
2016
|
1,074
|
|
|
|
2017
|
1,044
|
|
|
|
Thereafter
|
2,555
|
|
|
|
|
$
|
8,080
|
|
17. Concentrations of Risk
Our sales are concentrated in the areas of OTC Healthcare and Household Cleaning products. We sell our products to mass merchandisers, food and drug accounts, and dollar and club stores. During 2012, 2011 and 2010, approximately 51.3%, 63.3% and 66.6%, respectively, of our total sales were derived from our five top selling brands brands. One customer, Walmart, accounted for more than 10% of our gross revenues for each of the periods presented. During 2012, 2011 and 2010, Walmart accounted for approximately 18.9%, 20.3% and 24.4%, respectively, of our gross revenues. At March 31, 2012, approximately 22.3% of accounts receivable were owed by the same customer.
We manage product distribution in the continental United States through a third-party distribution center in St. Louis, Missouri. A serious disruption, such as a flood or fire, to the main distribution center could damage our inventories and could materially impair our ability to distribute our products to customers in a timely manner or at a reasonable cost. We could incur significantly higher costs and experience longer lead times associated with the distribution of our products to our customers during the time that it takes us to reopen or replace our distribution center. As a result, any such disruption could have a material adverse effect on our sales and profitability.
At March 31, 2012, we had relationships with 42 third-party manufacturers. Of those, we had long-term contracts with 20 manufacturers that produced items that accounted for approximately 70.6% of our gross sales for 2012 compared to 11 manufactures with long-term contracts that accounted for approximately 52.9% of gross sales in 2011. The fact that we do not have long-term contracts with certain manufacturers means that they could cease manufacturing these products at any time and for any reason, or initiate arbitrary and costly price increases which could have a material adverse effect on our business, financial condition and results from operations.
18. Business Segments
Segment information has been prepared in accordance with Segment Reporting topic of the FASB ASC and includes certain information that our chief operating decision maker, the Company's Chief Executive Officer, reviews including contribution
82
margin, which is a non-GAAP financial measure. Contribution margin is defined as gross profit less advertising and promotional expenses. Our general and administrative expenses and other corporate-level activity is not allocated to our segments including costs of: employee related costs; legal; finance; information technology; corporate development; legal settlements; depreciation and amortization; and facility and insurance costs. As described in Note 2, on September 1, 2010, we sold certain assets related to the
Cutex
nail polish remover brand included in our previously reported Personal Care segment to an unrelated third party. The assets sold comprised a substantial majority of the assets in our previously reported Personal Care segment. The remaining assets and revenues generated do not constitute a reportable segment under the Segment Reporting topic of the FASB ASC. Therefore, we reclassified the remaining assets and results of the Personal Care segment to the OTC Healthcare segment for all periods presented. Our current operating and reportable segments now consist of (i) OTC Healthcare and (ii) Household Cleaning.
There were no inter-segment sales or transfers during any of the periods presented. We evaluate the performance of our operating segments and allocate resources to them based primarily on contribution margin.
The table below summarizes information about our operating and reportable segments.
|
|
Year Ended March 31, 2012
|
|||||||||||
|
OTC
Healthcare
|
Household
Cleaning
|
Consolidated
|
||||||||||
|
(In thousands)
|
|
|
|
|||||||||
|
Net sales
|
$
|
344,282
|
|
$
|
93,556
|
|
$
|
437,838
|
|
|||
|
Other revenues
|
719
|
|
2,528
|
|
3,247
|
|
||||||
|
Total revenues
|
345,001
|
|
96,084
|
|
441,085
|
|
||||||
|
Cost of sales
|
143,151
|
|
70,550
|
|
213,701
|
|
||||||
|
Gross profit
|
201,850
|
|
25,534
|
|
227,384
|
|
||||||
|
Advertising and promotion
|
51,895
|
|
5,232
|
|
57,127
|
|
||||||
|
Contribution margin
|
$
|
149,955
|
|
$
|
20,302
|
|
170,257
|
|
||||
|
Other operating expenses
|
|
|
|
|
67,434
|
|
||||||
|
Operating income
|
|
|
|
|
102,823
|
|
||||||
|
Other expenses
|
|
|
|
|
41,666
|
|
||||||
|
Provision for income taxes
|
|
|
|
|
23,945
|
|
||||||
|
Income from continuing operations
|
|
|
|
|
37,212
|
|
||||||
|
Income from discontinued operations,
net of income tax
|
|
|
—
|
|
||||||||
|
Loss on sale of discontinued operations,
net of income tax benefit
|
|
|
—
|
|
||||||||
|
Net income
|
|
|
$
|
37,212
|
|
|||||||
83
|
|
Year Ended March 31, 2011
|
|||||||||||
|
OTC
Healthcare
|
Household
Cleaning
|
Consolidated
|
||||||||||
|
(In thousands)
|
|
|
|
|||||||||
|
Net sales
|
$
|
234,042
|
|
$
|
99,673
|
|
$
|
333,715
|
|
|||
|
Other revenues
|
543
|
|
2,252
|
|
2,795
|
|
||||||
|
Total revenues
|
234,585
|
|
101,925
|
|
336,510
|
|
||||||
|
Cost of sales
|
97,710
|
|
67,922
|
|
165,632
|
|
||||||
|
Gross profit
|
136,875
|
|
34,003
|
|
170,878
|
|
||||||
|
Advertising and promotion
|
36,752
|
|
6,145
|
|
42,897
|
|
||||||
|
Contribution margin
|
$
|
100,123
|
|
$
|
27,858
|
|
127,981
|
|
||||
|
Other operating expenses
|
|
|
|
|
51,836
|
|
||||||
|
Operating income
|
|
|
|
|
76,145
|
|
||||||
|
Other expenses
|
|
|
|
|
27,617
|
|
||||||
|
Provision for income taxes
|
|
|
|
|
19,349
|
|
||||||
|
Income from continuing operations
|
|
|
|
|
29,179
|
|
||||||
|
Income from discontinued operations, net of income tax benefit
|
|
|
591
|
|
||||||||
|
Loss on sale of discontinued operations,
net of income tax
|
(550
|
)
|
||||||||||
|
Net income
|
|
|
|
|
$
|
29,220
|
|
|||||
|
|
Year Ended March 31, 2010
|
|||||||||||
|
OTC
Healthcare
|
Household
Cleaning
|
Consolidated
|
||||||||||
|
(In thousands)
|
|
|
|
|||||||||
|
Net sales
|
$
|
178,755
|
|
$
|
108,797
|
|
$
|
287,552
|
|
|||
|
Other revenues
|
3,151
|
|
1,899
|
|
5,050
|
|
||||||
|
Total revenues
|
181,906
|
|
110,696
|
|
292,602
|
|
||||||
|
Cost of sales
|
67,040
|
|
72,118
|
|
139,158
|
|
||||||
|
Gross profit
|
114,866
|
|
38,578
|
|
153,444
|
|
||||||
|
Advertising and promotion
|
24,264
|
|
6,659
|
|
30,923
|
|
||||||
|
Contribution margin
|
$
|
90,602
|
|
$
|
31,919
|
|
122,521
|
|
||||
|
Other operating expenses
|
|
|
|
|
44,196
|
|
||||||
|
Operating income
|
|
|
|
|
78,325
|
|
||||||
|
Other expenses
|
|
|
|
|
25,591
|
|
||||||
|
Income tax benefit
|
|
|
|
|
20,664
|
|
||||||
|
Income from continuing operations
|
|
|
|
|
32,070
|
|
||||||
|
Loss from discontinued operations,
net of income tax
|
|
|
(112
|
)
|
||||||||
|
Gain on sale of discontinued operations, net of income tax
|
157
|
|
||||||||||
|
Net income
|
|
|
|
|
$
|
32,115
|
|
|||||
84
|
Year Ended March 31,
|
||||||||||
|
(In thousands)
|
2012
|
2011
|
2010
|
|||||||
|
Analgesics
|
$
|
18,930
|
|
$
|
3,063
|
|
$
|
3,360
|
|
|
|
Cough & Cold
|
116,669
|
|
75,013
|
|
45,853
|
|
||||
|
Gastrointestinal
|
29,489
|
|
4,067
|
|
—
|
|
||||
|
Eye & Ear Care
|
74,363
|
|
70,724
|
|
65,274
|
|
||||
|
Dermatologicals
|
52,592
|
|
51,398
|
|
47,240
|
|
||||
|
Oral Care
|
46,551
|
|
26,518
|
|
16,660
|
|
||||
|
Other OTC
|
6,407
|
|
3,802
|
|
3,519
|
|
||||
|
Total OTC Healthcare Segment
|
345,001
|
|
234,585
|
|
181,906
|
|
||||
|
Household Cleaning Segment
|
96,084
|
|
101,925
|
|
110,696
|
|
||||
|
Consolidated Net Revenues
|
$
|
441,085
|
|
$
|
336,510
|
|
$
|
292,602
|
|
|
During 2012, 2011 and 2010, approximately 96.5%, 95.8% and 95.7%, respectively of our sales were made to customers in the United States and Canada. Other than the United States, no individual geographical area accounted for more than 10% of net sales in any of the periods presented. At
March 31, 2012
, substantially all of our long-term assets were located in the United States of America and have been allocated to the operating segments as follows:
|
(In thousands)
|
OTC Healthcare
|
Household Cleaning
|
Consolidated
|
|||||||||
|
Goodwill
|
$
|
166,313
|
|
$
|
7,389
|
|
$
|
173,702
|
|
|||
|
Intangible assets
|
|
|
|
|||||||||
|
Indefinite-lived
|
1,125,594
|
|
119,820
|
|
1,245,414
|
|
||||||
|
Finite-lived
|
125,452
|
|
29,656
|
|
155,108
|
|
||||||
|
|
1,251,046
|
|
149,476
|
|
1,400,522
|
|
||||||
|
|
$
|
1,417,359
|
|
$
|
156,865
|
|
$
|
1,574,224
|
|
|||
19. Gain on Settlement
On June 15, 2011, we received a settlement payment of $8.0 million in the resolution of pending litigation, which Prestige Brands, Inc. had initiated for legal malpractice, breach of contract and breach of fiduciary duty against a law firm and two individual lawyers who had previously provided legal representation to Prestige Brands, Inc.
Because the result of the litigation could only have resulted in a potential gain and the amount could not be determined prior to the settlement, the settlement payment was not disclosed prior to the actual receipt of the settlement. Additionally, the costs netted against the gain during the period ended June 30, 2011 were legal fees paid solely on a contingent basis and other immaterial legal fees incurred in the period ended June 30, 2011. All other costs and legal fees that were incurred prior to the period ended June 30, 2011 were immaterial and expensed as incurred.
We incurred costs of $2.9 million in pursuing this matter. Therefore, we recorded a pre-tax gain on settlement of $5.1 million net of costs incurred and $3.2 million after income tax effects for the fiscal year ended March 31, 2012. The $5.1 million pre-tax gain is included in other (income) expense, as this gain did not relate to our ongoing operations.
85
20. Unaudited Quarterly Financial Information
Unaudited quarterly financial information for 2012 and 2011 is as follows:
Year Ended
March 31, 2012
|
|
Quarterly Period Ended
|
|||||||||||||||
|
(In thousands, except for per share data)
|
June 30,
2011
|
|
September 30,
2011
|
|
December 31,
2011
|
|
March 31,
2012
|
|
||||||||
|
Total revenues
|
$
|
95,295
|
|
$
|
105,544
|
|
$
|
106,250
|
|
$
|
133,996
|
|
||||
|
Cost of sales
|
45,427
|
|
51,638
|
|
51,128
|
|
65,508
|
|
||||||||
|
Gross profit
|
49,868
|
|
53,906
|
|
55,122
|
|
68,488
|
|
||||||||
|
Operating expenses
|
|
|
|
|
|
|
|
|
||||||||
|
Advertising and promotion
|
10,233
|
|
13,073
|
|
15,274
|
|
18,547
|
|
||||||||
|
General and administrative
|
9,850
|
|
8,861
|
|
13,655
|
|
24,334
|
|
||||||||
|
Depreciation and amortization
|
2,550
|
|
2,570
|
|
2,563
|
|
3,051
|
|
||||||||
|
|
22,633
|
|
24,504
|
|
31,492
|
|
45,932
|
|
||||||||
|
Operating income
|
27,235
|
|
29,402
|
|
23,630
|
|
22,556
|
|
||||||||
|
Net interest expense
|
8,578
|
|
8,279
|
|
8,116
|
|
16,347
|
|
||||||||
|
Gain on settlement
|
(5,063
|
)
|
|
|
|
|
—
|
|
||||||||
|
Loss on extinguishment of debt
|
—
|
|
—
|
|
—
|
|
5,409
|
|
||||||||
|
Income from continuing operations
before income taxes
|
23,720
|
|
21,123
|
|
15,514
|
|
800
|
|
||||||||
|
Provision for income taxes
|
8,952
|
|
8,174
|
|
6,004
|
|
815
|
|
||||||||
|
Income (loss) from continuing operations
|
14,768
|
|
12,949
|
|
9,510
|
|
(15
|
)
|
||||||||
|
Discontinued Operations
|
|
|
|
|
||||||||||||
|
Income from discontinued operations,
net of income tax
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
|
Gain on sale of discontinued operations,
net of income tax
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
|
Net income (loss)
|
$
|
14,768
|
|
$
|
12,949
|
|
$
|
9,510
|
|
$
|
(15
|
)
|
||||
|
Basic earnings per share:
|
|
|
|
|
||||||||||||
|
Income from continuing operations
|
$
|
0.29
|
|
$
|
0.26
|
|
$
|
0.19
|
|
$
|
—
|
|
||||
|
Income (loss) from discontinued operations and gain (loss) from sale of discontinued operations
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
|
Net income
|
$
|
0.29
|
|
$
|
0.26
|
|
$
|
0.19
|
|
$
|
—
|
|
||||
|
Diluted earnings per share:
|
||||||||||||||||
|
Income from continuing operations
|
$
|
0.29
|
|
$
|
0.26
|
|
$
|
0.19
|
|
$
|
—
|
|
||||
|
Income (loss) from discontinued operations and gain (loss) from sale of discontinued operations
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
|
Net income
|
$
|
0.29
|
|
$
|
0.26
|
|
$
|
0.19
|
|
$
|
—
|
|
||||
|
Weighted average shares outstanding:
|
||||||||||||||||
|
Basic
|
50,183
|
|
50,278
|
|
50,307
|
|
50,314
|
|
||||||||
|
Diluted
|
50,646
|
|
50,671
|
|
50,684
|
|
50,992
|
|
||||||||
86
Year Ended
March 31, 2011
|
|
Quarterly Period Ended
|
|||||||||||||||
|
(In thousands, except for per share data)
|
June 30,
2010
|
|
September 30,
2010
|
|
December 31,
2010
|
|
March 31,
2011
|
|
||||||||
|
Total revenues
|
$
|
71,236
|
|
$
|
78,303
|
|
$
|
90,608
|
|
$
|
96,363
|
|
||||
|
Cost of sales
|
33,265
|
|
35,713
|
|
46,596
|
|
50,058
|
|
||||||||
|
Gross profit
|
37,971
|
|
42,590
|
|
44,012
|
|
46,305
|
|
||||||||
|
Operating expenses
|
|
|
|
|
|
|
|
|
||||||||
|
Advertising and promotion
|
7,486
|
|
8,240
|
|
13,049
|
|
14,122
|
|
||||||||
|
General and administrative
|
7,414
|
|
8,101
|
|
15,426
|
|
11,019
|
|
||||||||
|
Depreciation and amortization
|
2,410
|
|
2,413
|
|
2,513
|
|
2,540
|
|
||||||||
|
|
17,310
|
|
18,754
|
|
30,988
|
|
27,681
|
|
||||||||
|
Operating income
|
20,661
|
|
23,836
|
|
13,024
|
|
18,624
|
|
||||||||
|
Net interest expense
|
5,461
|
|
5,373
|
|
7,674
|
|
8,809
|
|
||||||||
|
Loss on extinguishment of debt
|
300
|
|
—
|
|
—
|
|
—
|
|
||||||||
|
Income from continuing operations
before income taxes
|
14,900
|
|
18,463
|
|
5,350
|
|
9,815
|
|
||||||||
|
Provision for income taxes
|
5,691
|
|
7,053
|
|
3,204
|
|
3,401
|
|
||||||||
|
Income from continuing operations
|
9,209
|
|
11,410
|
|
2,146
|
|
6,414
|
|
||||||||
|
Discontinued Operations
|
|
|
|
|
||||||||||||
|
Income from discontinued operations,
net of income tax
|
397
|
|
162
|
|
32
|
|
—
|
|
||||||||
|
Loss on sale of discontinued operations,
net of income tax
|
—
|
|
(550
|
)
|
—
|
|
—
|
|
||||||||
|
Net income
|
$
|
9,606
|
|
$
|
11,022
|
|
$
|
2,178
|
|
$
|
6,414
|
|
||||
|
Basic earnings per share:
|
|
|
|
|
||||||||||||
|
Income from continuing operations
|
$
|
0.18
|
|
$
|
0.23
|
|
$
|
0.04
|
|
$
|
0.13
|
|
||||
|
Income (loss) from discontinued operations and gain (loss) from sale of discontinued operations
|
0.01
|
|
(0.01
|
)
|
—
|
|
—
|
|
||||||||
|
Net income
|
$
|
0.19
|
|
$
|
0.22
|
|
$
|
0.04
|
|
$
|
0.13
|
|
||||
|
Diluted earnings per share:
|
|
|
|
|
||||||||||||
|
Income from continuing operations
|
$
|
0.18
|
|
$
|
0.23
|
|
$
|
0.04
|
|
$
|
0.13
|
|
||||
|
Income (loss) from discontinued operations and gain (loss) from sale of discontinued operations
|
0.01
|
|
(0.01
|
)
|
—
|
|
—
|
|
||||||||
|
Net income
|
$
|
0.19
|
|
$
|
0.22
|
|
$
|
0.04
|
|
$
|
0.13
|
|
||||
|
Weighted average shares outstanding:
|
|
|
|
|
||||||||||||
|
Basic
|
50,038
|
|
50,053
|
|
50,085
|
|
50,129
|
|
||||||||
|
Diluted
|
50,105
|
|
50,141
|
|
50,533
|
|
50,555
|
|
||||||||
87
21. Condensed Consolidating Financial Statements
As described in Note 10, we, together with certain of our 100% owned subsidiaries, have fully and unconditionally guaranteed, on a joint and several basis, the obligations of Prestige Brands, Inc. (a 100% owned subsidiary of the Company) set forth in the Senior Notes Indenture, including, without limitation, the obligation to pay principal and interest with respect to the 2010 Senior Notes and the 2012 Senior Notes, collectively (the "Senior Notes"). The 100% owned subsidiaries of the Company which have guaranteed the Senior Notes are as follows: Prestige Personal Care Holdings, Inc., Prestige Personal Care, Inc., Prestige Services Corp., Prestige Brands Holdings, Inc. (a Virginia corporation), Prestige Brands International, Inc., Medtech Holdings, Inc., Medtech Products Inc., The Cutex Company, The Denorex Company, The Spic and Span Company and Blacksmith Brands, Inc. (collectively, the "Subsidiary Guarantors"). A significant portion of our operating income and cash flow is generated by our subsidiaries. As a result, funds necessary to meet Prestige Brands, Inc.'s debt service obligations are provided in part by distributions or advances from the Company's subsidiaries. Under certain circumstances, contractual and legal restrictions, as well as the financial condition and operating requirements of the Company's subsidiaries, could limit Prestige Brands, Inc.'s ability to obtain cash from our subsidiaries for the purpose of meeting its debt service obligations, including the payment of principal and interest on the Senior Notes. Although holders of the Senior Notes will be direct creditors of the guarantors of the Senior Notes by virtue of the guarantees, we have indirect subsidiaries located primarily in the United Kingdom and in the Netherlands (collectively, the "Non-Guarantor Subsidiaries") that have not guaranteed the Senior Notes, and such subsidiaries will not be obligated with respect to the Senior Notes. As a result, the claims of creditors of the Non-Guarantor Subsidiaries will effectively have priority with respect to the assets and earnings of such companies over the claims of the holders of the Senior Notes.
Presented below are supplemental condensed consolidating balance sheets as of March 31, 2012 and 2011 and condensed consolidating statements of operations and cash flows for each year in the three year period ended March 31, 2012. Such consolidating information includes separate columns for:
a) Prestige Brands Holdings, Inc., the parent,
b) Prestige Brands, Inc., the issuer,
c) Combined Subsidiary Guarantors,
d) Combined Non-Guarantor Subsidiaries,
e) Elimination entries necessary to consolidate the Company and all of its subsidiaries.
The condensed consolidating financial statements are presented using the equity method of accounting for investments in 100% owned subsidiaries. Under the equity method, the investments in subsidiaries are recorded at cost and adjusted for our share of the subsidiaries' cumulative results of operations, capital contributions, distributions and other equity changes. The elimination entries principally eliminate investments in subsidiaries and intercompany balances and transactions. The financial information in this footnote should be read in conjunction with the Consolidated Financial Statements presented and other notes related thereto contained in this Annual Report on Form 10-K for the fiscal year ended March 31, 2012.
88
Condensed Consolidating Statement of Operations
Year Ended
March 31, 2012
|
(In thousands)
|
Prestige
Brands
Holdings,
Inc.
|
Prestige
Brands,
Inc.,
the issuer
|
Combined
Subsidiary
Guarantors
|
Combined
Non-
guarantor
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||||||||||
|
Revenues
|
||||||||||||||||||||||||
|
Net sales
|
$
|
—
|
|
$
|
340,394
|
|
$
|
93,554
|
|
$
|
3,890
|
|
$
|
—
|
|
$
|
437,838
|
|
||||||
|
Other revenues
|
—
|
|
913
|
|
2,528
|
|
1,475
|
|
(1,669
|
)
|
3,247
|
|
||||||||||||
|
Total Revenues
|
—
|
|
341,307
|
|
96,082
|
|
5,365
|
|
(1,669
|
)
|
441,085
|
|
||||||||||||
|
Cost of Sales
|
||||||||||||||||||||||||
|
Cost of sales (exclusive of depreciation shown below)
|
—
|
|
143,220
|
|
70,550
|
|
1,600
|
|
(1,669
|
)
|
213,701
|
|
||||||||||||
|
Gross profit
|
—
|
|
198,087
|
|
25,532
|
|
3,765
|
|
—
|
|
227,384
|
|
||||||||||||
|
Advertising and promotion
|
—
|
|
50,593
|
|
5,231
|
|
1,303
|
|
—
|
|
57,127
|
|
||||||||||||
|
General and administrative
|
16,715
|
|
28,360
|
|
10,668
|
|
957
|
|
—
|
|
56,700
|
|
||||||||||||
|
Depreciation and amortization
|
537
|
|
8,292
|
|
1,834
|
|
71
|
|
—
|
|
10,734
|
|
||||||||||||
|
Total operating expenses
|
17,252
|
|
87,245
|
|
17,733
|
|
2,331
|
|
—
|
|
124,561
|
|
||||||||||||
|
Operating income (loss)
|
(17,252
|
)
|
110,842
|
|
7,799
|
|
1,434
|
|
—
|
|
102,823
|
|
||||||||||||
|
Other (income) expense
|
||||||||||||||||||||||||
|
Interest income
|
—
|
|
(59,402
|
)
|
—
|
|
(222
|
)
|
59,606
|
|
(18
|
)
|
||||||||||||
|
Interest expense
|
—
|
|
88,240
|
|
12,704
|
|
—
|
|
(59,606
|
)
|
41,338
|
|
||||||||||||
|
Gain on Settlement
|
(5,063
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(5,063
|
)
|
||||||||||||
|
Loss on extinguishment of debt
|
—
|
|
5,409
|
|
—
|
|
—
|
|
—
|
|
5,409
|
|
||||||||||||
|
Equity in income of subsidiaries
|
(51,184
|
)
|
—
|
|
—
|
|
—
|
|
51,184
|
|
—
|
|
||||||||||||
|
Total other (income) expense
|
(56,247
|
)
|
34,247
|
|
12,704
|
|
(222
|
)
|
51,184
|
|
41,666
|
|
||||||||||||
|
Income (loss) from continuing operations before income taxes
|
38,995
|
|
76,595
|
|
(4,905
|
)
|
1,656
|
|
(51,184
|
)
|
61,157
|
|
||||||||||||
|
Provision (benefit) for income taxes
|
1,783
|
|
23,643
|
|
(2,018
|
)
|
537
|
|
—
|
|
23,945
|
|
||||||||||||
|
Income (loss) from continuing operations
|
37,212
|
|
52,952
|
|
(2,887
|
)
|
1,119
|
|
(51,184
|
)
|
37,212
|
|
||||||||||||
|
Discontinued operations
|
||||||||||||||||||||||||
|
Income (loss) from discontinued operations, net of income tax
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||||
|
Loss on sale of discontinued operations, net of income tax benefit
|
—
|
|
||||||||||||||||||||||
|
Net income (loss)
|
$
|
37,212
|
|
$
|
52,952
|
|
$
|
(2,887
|
)
|
$
|
1,119
|
|
$
|
(51,184
|
)
|
$
|
37,212
|
|
||||||
89
Condensed Consolidating Statement of Operations
Year Ended
March 31, 2011
|
(In thousands)
|
Prestige
Brands
Holdings,
Inc.
|
Prestige
Brands,
Inc.,
the issuer
|
Combined
Subsidiary
Guarantors
|
Combined
Non-
guarantor
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||||||||||
|
Revenues
|
||||||||||||||||||||||||
|
Net sales
|
$
|
—
|
|
$
|
230,302
|
|
$
|
99,672
|
|
$
|
3,741
|
|
$
|
—
|
|
$
|
333,715
|
|
||||||
|
Other revenues
|
—
|
|
542
|
|
2,253
|
|
1,666
|
|
(1,666
|
)
|
2,795
|
|
||||||||||||
|
Total Revenues
|
—
|
|
230,844
|
|
101,925
|
|
5,407
|
|
(1,666
|
)
|
336,510
|
|
||||||||||||
|
Cost of Sales
|
||||||||||||||||||||||||
|
Cost of sales (exclusive of depreciation)
|
—
|
|
97,872
|
|
67,923
|
|
1,503
|
|
(1,666
|
)
|
165,632
|
|
||||||||||||
|
Gross profit
|
—
|
|
132,972
|
|
34,002
|
|
3,904
|
|
—
|
|
170,878
|
|
||||||||||||
|
Advertising and promotion
|
—
|
|
35,259
|
|
6,145
|
|
1,493
|
|
—
|
|
42,897
|
|
||||||||||||
|
General and administrative
|
(298
|
)
|
30,899
|
|
11,289
|
|
70
|
|
—
|
|
41,960
|
|
||||||||||||
|
Depreciation and amortization
|
486
|
|
7,473
|
|
1,848
|
|
69
|
|
—
|
|
9,876
|
|
||||||||||||
|
Total operating expenses (income)
|
188
|
|
73,631
|
|
19,282
|
|
1,632
|
|
—
|
|
94,733
|
|
||||||||||||
|
Operating (loss) income
|
(188
|
)
|
59,341
|
|
14,720
|
|
2,272
|
|
—
|
|
76,145
|
|
||||||||||||
|
Other (income) expense
|
||||||||||||||||||||||||
|
Interest income
|
(51,909
|
)
|
(9,116
|
)
|
—
|
|
(189
|
)
|
61,213
|
|
(1
|
)
|
||||||||||||
|
Interest expense
|
—
|
|
74,409
|
|
14,118
|
|
4
|
|
(61,213
|
)
|
27,318
|
|
||||||||||||
|
Loss on extinguishment of debt
|
—
|
|
300
|
|
—
|
|
—
|
|
—
|
|
300
|
|
||||||||||||
|
Equity in income of subsidiaries
|
1,875
|
|
—
|
|
—
|
|
—
|
|
(1,875
|
)
|
—
|
|
||||||||||||
|
Total other (income) expense
|
(50,034
|
)
|
65,593
|
|
14,118
|
|
(185
|
)
|
(1,875
|
)
|
27,617
|
|
||||||||||||
|
Income (loss) from continuing operations before income taxes
|
49,846
|
|
(6,252
|
)
|
602
|
|
2,457
|
|
1,875
|
|
48,528
|
|
||||||||||||
|
Provision (benefit) for income taxes
|
20,626
|
|
(2,081
|
)
|
274
|
|
530
|
|
—
|
|
19,349
|
|
||||||||||||
|
Income (loss) from continuing operations
|
29,220
|
|
(4,171
|
)
|
328
|
|
1,927
|
|
1,875
|
|
29,179
|
|
||||||||||||
|
Discontinued operations
|
||||||||||||||||||||||||
|
Income from discontinued operations, net of income tax
|
—
|
|
578
|
|
13
|
|
—
|
|
—
|
|
591
|
|
||||||||||||
|
Loss on sale of discontinued operations, net of income tax benefit
|
—
|
|
(550
|
)
|
—
|
|
—
|
|
—
|
|
(550
|
)
|
||||||||||||
|
Net income (loss)
|
$
|
29,220
|
|
$
|
(4,143
|
)
|
$
|
341
|
|
$
|
1,927
|
|
$
|
1,875
|
|
$
|
29,220
|
|
||||||
90
Condensed Consolidating Statement of Operations
Year Ended
March 31, 2010
|
(In thousands)
|
Prestige
Brands
Holdings,
Inc.
|
Prestige
Brands,
Inc.,
the issuer
|
Combined
Subsidiary
Guarantors
|
Combined
Non-
guarantor
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||||||||||
|
Revenues
|
||||||||||||||||||||||||
|
Net sales
|
$
|
—
|
|
$
|
175,203
|
|
$
|
108,797
|
|
$
|
3,552
|
|
$
|
—
|
|
$
|
287,552
|
|
||||||
|
Other revenues
|
—
|
|
3,150
|
|
1,900
|
|
1,297
|
|
(1,297
|
)
|
5,050
|
|
||||||||||||
|
Total Revenues
|
—
|
|
178,353
|
|
110,697
|
|
4,849
|
|
(1,297
|
)
|
292,602
|
|
||||||||||||
|
Cost of Sales
|
||||||||||||||||||||||||
|
Cost of sales (exclusive of depreciation)
|
—
|
|
66,882
|
|
72,119
|
|
1,454
|
|
(1,297
|
)
|
139,158
|
|
||||||||||||
|
Gross profit
|
—
|
|
111,471
|
|
38,578
|
|
3,395
|
|
—
|
|
153,444
|
|
||||||||||||
|
Advertising and promotion
|
—
|
|
22,867
|
|
6,659
|
|
1,397
|
|
—
|
|
30,923
|
|
||||||||||||
|
General and administrative
|
533
|
|
20,840
|
|
12,445
|
|
377
|
|
—
|
|
34,195
|
|
||||||||||||
|
Depreciation and amortization
|
384
|
|
7,657
|
|
1,889
|
|
71
|
|
—
|
|
10,001
|
|
||||||||||||
|
Total operating expenses
|
917
|
|
51,364
|
|
20,993
|
|
1,845
|
|
—
|
|
75,119
|
|
||||||||||||
|
Operating (loss) income
|
(917
|
)
|
60,107
|
|
17,585
|
|
1,550
|
|
—
|
|
78,325
|
|
||||||||||||
|
Other (income) expense
|
||||||||||||||||||||||||
|
Interest income
|
(52,265
|
)
|
(9,246
|
)
|
—
|
|
(123
|
)
|
61,633
|
|
(1
|
)
|
||||||||||||
|
Interest expense
|
—
|
|
70,344
|
|
14,215
|
|
10
|
|
(61,633
|
)
|
22,936
|
|
||||||||||||
|
Loss on extinguishment of debt
|
—
|
|
2,656
|
|
—
|
|
—
|
|
—
|
|
2,656
|
|
||||||||||||
|
Equity in income of subsidiaries
|
(808
|
)
|
—
|
|
—
|
|
—
|
|
808
|
|
—
|
|
||||||||||||
|
Total other (income) expense
|
(53,073
|
)
|
63,754
|
|
14,215
|
|
(113
|
)
|
808
|
|
25,591
|
|
||||||||||||
|
Income (loss) from continuing operations before income taxes
|
52,156
|
|
(3,647
|
)
|
3,370
|
|
1,663
|
|
(808
|
)
|
52,734
|
|
||||||||||||
|
Provision (benefit) for income taxes
|
20,041
|
|
(1,266
|
)
|
1,480
|
|
409
|
|
—
|
|
20,664
|
|
||||||||||||
|
Income (loss) from continuing operations
|
32,115
|
|
(2,381
|
)
|
1,890
|
|
1,254
|
|
(808
|
)
|
32,070
|
|
||||||||||||
|
Discontinued operations
|
||||||||||||||||||||||||
|
Income (loss) from discontinued operations, net of income tax/(benefit)
|
—
|
|
(368
|
)
|
256
|
|
—
|
|
—
|
|
(112
|
)
|
||||||||||||
|
Gain/(loss) on sale of discontinued operations, net of income tax/(benefit)
|
—
|
|
787
|
|
(630
|
)
|
—
|
|
—
|
|
157
|
|
||||||||||||
|
Net income (loss)
|
$
|
32,115
|
|
$
|
(1,962
|
)
|
$
|
1,516
|
|
$
|
1,254
|
|
$
|
(808
|
)
|
$
|
32,115
|
|
||||||
91
Condensed Consolidating Balance Sheet
March 31, 2012
|
(In thousands)
|
Prestige
Brands
Holdings,
Inc.
|
Prestige
Brands,
Inc.,
the issuer
|
Combined
Subsidiary
Guarantors
|
Combined
Non-
guarantor
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||||||||||
|
Assets
|
||||||||||||||||||||||||
|
Current assets
|
||||||||||||||||||||||||
|
Cash and cash equivalents
|
$
|
18,221
|
|
$
|
—
|
|
$
|
—
|
|
$
|
794
|
|
$
|
—
|
|
$
|
19,015
|
|
||||||
|
Accounts receivable, net
|
291
|
|
49,958
|
|
9,232
|
|
747
|
|
—
|
|
60,228
|
|
||||||||||||
|
Inventories
|
1
|
|
41,410
|
|
9,021
|
|
681
|
|
—
|
|
51,113
|
|
||||||||||||
|
Deferred income tax assets
|
355
|
|
4,112
|
|
816
|
|
—
|
|
—
|
|
5,283
|
|
||||||||||||
|
Prepaid expenses and other current assets
|
7,836
|
|
3,407
|
|
153
|
|
—
|
|
—
|
|
11,396
|
|
||||||||||||
|
Total current assets
|
26,704
|
|
98,887
|
|
19,222
|
|
2,222
|
|
—
|
|
147,035
|
|
||||||||||||
|
|
||||||||||||||||||||||||
|
Property and equipment, net
|
934
|
|
285
|
|
83
|
|
2
|
|
—
|
|
1,304
|
|
||||||||||||
|
Goodwill
|
—
|
|
166,312
|
|
7,390
|
|
—
|
|
—
|
|
173,702
|
|
||||||||||||
|
Intangible assets, net
|
—
|
|
1,250,669
|
|
149,476
|
|
377
|
|
—
|
|
1,400,522
|
|
||||||||||||
|
Other long-term assets
|
—
|
|
35,713
|
|
—
|
|
—
|
|
—
|
|
35,713
|
|
||||||||||||
|
Intercompany receivable
|
1,716,894
|
|
1,684,732
|
|
91,236
|
|
7,801
|
|
(3,500,663
|
)
|
—
|
|
||||||||||||
|
Investment in subsidiary
|
456,120
|
|
—
|
|
—
|
|
—
|
|
(456,120
|
)
|
—
|
|
||||||||||||
|
Total Assets
|
$
|
2,200,652
|
|
$
|
3,236,598
|
|
$
|
267,407
|
|
$
|
10,402
|
|
$
|
(3,956,783
|
)
|
$
|
1,758,276
|
|
||||||
|
Liabilities and Stockholders' Equity
|
||||||||||||||||||||||||
|
Current liabilities
|
||||||||||||||||||||||||
|
Accounts payable
|
$
|
4,532
|
|
$
|
13,291
|
|
$
|
8,532
|
|
$
|
371
|
|
$
|
—
|
|
$
|
26,726
|
|
||||||
|
Accrued interest payable
|
—
|
|
13,889
|
|
—
|
|
—
|
|
—
|
|
13,889
|
|
||||||||||||
|
Other accrued liabilities
|
12,247
|
|
22,066
|
|
(11,978
|
)
|
973
|
|
—
|
|
23,308
|
|
||||||||||||
|
Total current liabilities
|
16,779
|
|
49,246
|
|
(3,446
|
)
|
1,344
|
|
—
|
|
63,923
|
|
||||||||||||
|
|
||||||||||||||||||||||||
|
Long-term debt
|
||||||||||||||||||||||||
|
Principal amount
|
—
|
|
1,135,000
|
|
—
|
|
—
|
|
—
|
|
1,135,000
|
|
||||||||||||
|
Less unamortized discount
|
—
|
|
(11,092
|
)
|
—
|
|
—
|
|
—
|
|
(11,092
|
)
|
||||||||||||
|
Long-term debt, net of unamortized discount
|
—
|
|
1,123,908
|
|
—
|
|
—
|
|
—
|
|
1,123,908
|
|
||||||||||||
|
|
||||||||||||||||||||||||
|
Deferred income tax liabilities
|
(3,643
|
)
|
143,528
|
|
27,749
|
|
83
|
|
—
|
|
167,717
|
|
||||||||||||
|
|
||||||||||||||||||||||||
|
Intercompany payable
|
1,648,505
|
|
1,665,810
|
|
172,127
|
|
689
|
|
(3,487,131
|
)
|
—
|
|
||||||||||||
|
Intercompany equity in subsidiaries
|
136,286
|
|
—
|
|
—
|
|
—
|
|
(136,286
|
)
|
—
|
|
||||||||||||
|
Total Liabilities
|
1,797,927
|
|
2,982,492
|
|
196,430
|
|
2,116
|
|
(3,623,417
|
)
|
1,355,548
|
|
||||||||||||
|
Stockholders' Equity
|
||||||||||||||||||||||||
|
Preferred share rights
|
283
|
|
—
|
|
—
|
|
—
|
|
—
|
|
283
|
|
||||||||||||
|
Common Stock
|
505
|
|
—
|
|
—
|
|
—
|
|
—
|
|
505
|
|
||||||||||||
|
Additional paid-in capital
|
391,898
|
|
337,458
|
|
118,638
|
|
24
|
|
(456,120
|
)
|
391,898
|
|
||||||||||||
|
Treasury stock
|
(687
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(687
|
)
|
||||||||||||
|
Accumulated other comprehensive loss, net of tax
|
(13
|
)
|
—
|
|
—
|
|
(13
|
)
|
13
|
|
(13
|
)
|
||||||||||||
|
Retained earnings (accumulated deficit)
|
10,739
|
|
(89,079
|
)
|
(47,661
|
)
|
14,002
|
|
122,741
|
|
10,742
|
|
||||||||||||
|
Intercompany dividends
|
—
|
|
5,727
|
|
—
|
|
(5,727
|
)
|
—
|
|
—
|
|
||||||||||||
|
Total Stockholders' Equity
|
402,725
|
|
254,106
|
|
70,977
|
|
8,286
|
|
(333,366
|
)
|
402,728
|
|
||||||||||||
|
|
||||||||||||||||||||||||
|
Total Liabilities and Stockholders' Equity
|
$
|
2,200,652
|
|
$
|
3,236,598
|
|
$
|
267,407
|
|
$
|
10,402
|
|
$
|
(3,956,783
|
)
|
$
|
1,758,276
|
|
||||||
92
Condensed Consolidating Balance Sheet
March 31, 2011
|
(In thousands)
|
Prestige
Brands
Holdings,
Inc.
|
Prestige
Brands,
Inc.,
the issuer
|
Combined
Subsidiary
Guarantors
|
Combined
Non-
guarantor
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||||||||||
|
Assets
|
||||||||||||||||||||||||
|
Current assets
|
||||||||||||||||||||||||
|
Cash and cash equivalents
|
$
|
12,698
|
|
$
|
—
|
|
$
|
—
|
|
$
|
636
|
|
$
|
—
|
|
$
|
13,334
|
|
||||||
|
Accounts receivable, net
|
13
|
|
34,835
|
|
8,842
|
|
703
|
|
—
|
|
44,393
|
|
||||||||||||
|
Inventories
|
—
|
|
31,023
|
|
8,050
|
|
678
|
|
—
|
|
39,751
|
|
||||||||||||
|
Deferred income tax assets
|
646
|
|
4,168
|
|
477
|
|
1
|
|
—
|
|
5,292
|
|
||||||||||||
|
Prepaid expenses and other current assets
|
4,505
|
|
156
|
|
150
|
|
1
|
|
—
|
|
4,812
|
|
||||||||||||
|
Total current assets
|
17,862
|
|
70,182
|
|
17,519
|
|
2,019
|
|
—
|
|
107,582
|
|
||||||||||||
|
|
||||||||||||||||||||||||
|
Property and equipment, net
|
1,131
|
|
127
|
|
173
|
|
13
|
|
—
|
|
1,444
|
|
||||||||||||
|
Goodwill
|
—
|
|
147,506
|
|
7,390
|
|
—
|
|
—
|
|
154,896
|
|
||||||||||||
|
Intangible assets, net
|
—
|
|
634,704
|
|
151,220
|
|
437
|
|
—
|
|
786,361
|
|
||||||||||||
|
Other long-term assets
|
—
|
|
6,635
|
|
—
|
|
—
|
|
—
|
|
6,635
|
|
||||||||||||
|
Intercompany receivable
|
1,007,260
|
|
954,317
|
|
92,251
|
|
4,558
|
|
(2,058,386
|
)
|
—
|
|
||||||||||||
|
Investment in subsidiary
|
456,119
|
|
—
|
|
—
|
|
—
|
|
(456,119
|
)
|
—
|
|
||||||||||||
|
Total Assets
|
$
|
1,482,372
|
|
$
|
1,813,471
|
|
$
|
268,553
|
|
$
|
7,027
|
|
$
|
(2,514,505
|
)
|
$
|
1,056,918
|
|
||||||
|
Liabilities and Stockholders' Equity
|
||||||||||||||||||||||||
|
Current liabilities
|
||||||||||||||||||||||||
|
Accounts payable
|
$
|
1,920
|
|
$
|
14,656
|
|
$
|
4,627
|
|
$
|
412
|
|
$
|
—
|
|
$
|
21,615
|
|
||||||
|
Accrued interest payable
|
—
|
|
10,313
|
|
—
|
|
—
|
|
—
|
|
10,313
|
|
||||||||||||
|
Other accrued liabilities
|
15,555
|
|
15,134
|
|
(7,382
|
)
|
(1,027
|
)
|
—
|
|
22,280
|
|
||||||||||||
|
Total current liabilities
|
17,475
|
|
40,103
|
|
(2,755
|
)
|
(615
|
)
|
—
|
|
54,208
|
|
||||||||||||
|
|
||||||||||||||||||||||||
|
Long-term debt
|
||||||||||||||||||||||||
|
Principal amount
|
—
|
|
492,000
|
|
—
|
|
—
|
|
—
|
|
492,000
|
|
||||||||||||
|
Less unamortized discount
|
—
|
|
(5,055
|
)
|
—
|
|
—
|
|
—
|
|
(5,055
|
)
|
||||||||||||
|
Long-term debt, net of unamortized discount
|
—
|
|
486,945
|
|
—
|
|
—
|
|
—
|
|
486,945
|
|
||||||||||||
|
|
||||||||||||||||||||||||
|
Deferred income tax liabilities
|
(2,846
|
)
|
132,549
|
|
24,135
|
|
95
|
|
—
|
|
153,933
|
|
||||||||||||
|
|
||||||||||||||||||||||||
|
Intercompany payable
|
931,601
|
|
952,721
|
|
173,310
|
|
754
|
|
(2,058,386
|
)
|
—
|
|
||||||||||||
|
Intercompany equity in subsidiaries
|
174,310
|
|
—
|
|
—
|
|
—
|
|
(174,310
|
)
|
—
|
|
||||||||||||
|
Total Liabilities
|
1,120,540
|
|
1,612,318
|
|
194,690
|
|
234
|
|
(2,232,696
|
)
|
695,086
|
|
||||||||||||
|
Stockholders' Equity
|
||||||||||||||||||||||||
|
Common Stock
|
503
|
|
—
|
|
—
|
|
—
|
|
—
|
|
503
|
|
||||||||||||
|
Additional paid-in capital
|
387,932
|
|
337,458
|
|
118,637
|
|
24
|
|
(456,119
|
)
|
387,932
|
|
||||||||||||
|
Treasury stock
|
(416
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(416
|
)
|
||||||||||||
|
(Accumulated deficit) Retained earnings
|
(26,187
|
)
|
(142,032
|
)
|
(44,774
|
)
|
12,496
|
|
174,310
|
|
(26,187
|
)
|
||||||||||||
|
Intercompany dividends
|
—
|
|
5,727
|
|
—
|
|
(5,727
|
)
|
—
|
|
—
|
|
||||||||||||
|
Total Stockholders' Equity
|
361,832
|
|
201,153
|
|
73,863
|
|
6,793
|
|
(281,809
|
)
|
361,832
|
|
||||||||||||
|
|
||||||||||||||||||||||||
|
Total Liabilities and Stockholders’ Equity
|
$
|
1,482,372
|
|
$
|
1,813,471
|
|
$
|
268,553
|
|
$
|
7,027
|
|
$
|
(2,514,505
|
)
|
$
|
1,056,918
|
|
||||||
93
Condensed Consolidating Statement of Cash Flows
Year Ended
March 31, 2012
|
(In thousands)
|
Prestige
Brands
Holdings,
Inc.
|
Prestige
Brands,
Inc.,
the issuer
|
Combined
Subsidiary
Guarantors
|
Combined
Non-
guarantor
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||||||||||
|
Operating Activities
|
||||||||||||||||||||||||
|
Net income (loss)
|
$
|
37,212
|
|
$
|
52,952
|
|
$
|
(2,887
|
)
|
$
|
1,119
|
|
$
|
(51,184
|
)
|
$
|
37,212
|
|
||||||
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
||||||||||||||||||||||||
|
Depreciation and amortization
|
537
|
|
8,292
|
|
1,834
|
|
71
|
|
—
|
|
10,734
|
|
||||||||||||
|
Deferred income taxes
|
(507
|
)
|
11,023
|
|
3,276
|
|
1
|
|
—
|
|
13,793
|
|
||||||||||||
|
Amortization of deferred financing costs
|
—
|
|
1,630
|
|
—
|
|
—
|
|
—
|
|
1,630
|
|
||||||||||||
|
Stock-based compensation costs
|
3,078
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3,078
|
|
||||||||||||
|
Loss on extinguishment of debt
|
—
|
|
5,409
|
|
—
|
|
—
|
|
—
|
|
5,409
|
|
||||||||||||
|
Amortization of debt discount
|
—
|
|
1,030
|
|
—
|
|
—
|
|
—
|
|
1,030
|
|
||||||||||||
|
Changes in operating assets and liabilities
|
||||||||||||||||||||||||
|
Accounts receivable
|
(12
|
)
|
(15,389
|
)
|
(390
|
)
|
(63
|
)
|
—
|
|
(15,854
|
)
|
||||||||||||
|
Inventories
|
—
|
|
4,683
|
|
(972
|
)
|
(1
|
)
|
—
|
|
3,710
|
|
||||||||||||
|
Prepaid expenses and other current assets
|
(3,598
|
)
|
591
|
|
(3
|
)
|
1
|
|
—
|
|
(3,009
|
)
|
||||||||||||
|
Accounts payable
|
2,614
|
|
(1,365
|
)
|
3,905
|
|
(27
|
)
|
—
|
|
5,127
|
|
||||||||||||
|
Accrued liabilities
|
(5,867
|
)
|
16,186
|
|
(4,596
|
)
|
(1,131
|
)
|
—
|
|
4,592
|
|
||||||||||||
|
Intercompany activity, net
|
26,866
|
|
(34,019
|
)
|
(2,292
|
)
|
(200
|
)
|
9,645
|
|
—
|
|
||||||||||||
|
Net cash provided by (used in) operating activities
|
60,323
|
|
51,023
|
|
(2,125
|
)
|
(230
|
)
|
(41,539
|
)
|
67,452
|
|
||||||||||||
|
|
||||||||||||||||||||||||
|
Investing Activities
|
||||||||||||||||||||||||
|
Purchases of equipment
|
(367
|
)
|
(239
|
)
|
—
|
|
—
|
|
—
|
|
(606
|
)
|
||||||||||||
|
Proceeds from escrow of Blacksmith acquisition
|
—
|
|
1,200
|
|
—
|
|
—
|
|
—
|
|
1,200
|
|
||||||||||||
|
Acquisition of GSK Brands
|
—
|
|
(662,800
|
)
|
—
|
|
—
|
|
—
|
|
(662,800
|
)
|
||||||||||||
|
Intercompany activity, net
|
1,200
|
|
661,600
|
|
—
|
|
—
|
|
(662,800
|
)
|
—
|
|
||||||||||||
|
Net cash provided by (used in) investing activities
|
833
|
|
|
(239
|
)
|
—
|
|
—
|
|
(662,800
|
)
|
(662,206
|
)
|
|||||||||||
|
|
||||||||||||||||||||||||
|
Financing Activities
|
||||||||||||||||||||||||
|
Proceeds from issuance of 2012 Senior Notes
|
—
|
|
250,000
|
|
—
|
|
—
|
|
—
|
|
250,000
|
|
||||||||||||
|
Repayment 0f 2010 Senior Term Loan
|
—
|
|
(242,000
|
)
|
—
|
|
—
|
|
—
|
|
(242,000
|
)
|
||||||||||||
|
Proceeds from issuance of 2012 Term Loan and 2010 Term Loan
|
—
|
|
650,100
|
|
—
|
|
—
|
|
—
|
|
650,100
|
|
||||||||||||
|
Payment of deferred financing costs
|
—
|
|
(33,284
|
)
|
—
|
|
—
|
|
—
|
|
(33,284
|
)
|
||||||||||||
|
Repayment of 2012 Term Loan
|
—
|
|
(25,000
|
)
|
—
|
|
—
|
|
—
|
|
(25,000
|
)
|
||||||||||||
|
Proceeds from exercise of stock options
|
889
|
|
—
|
|
—
|
|
—
|
|
—
|
|
889
|
|
||||||||||||
|
Shares surrendered as payment of tax withholding
|
(271
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(271
|
)
|
||||||||||||
|
Intercompany activity, net
|
(56,251
|
)
|
(650,600
|
)
|
2,125
|
|
387
|
|
704,339
|
|
—
|
|
||||||||||||
|
Net cash (used in) provided by financing activities
|
(55,633
|
)
|
(50,784
|
)
|
2,125
|
|
387
|
|
704,339
|
|
600,434
|
|
||||||||||||
|
|
||||||||||||||||||||||||
|
Effects of exchange rate changes on cash and cash equivalents
|
—
|
|
—
|
|
—
|
|
1
|
|
—
|
|
1
|
|
||||||||||||
|
Increase (decrease) in cash
|
5,523
|
|
—
|
|
—
|
|
158
|
|
—
|
|
5,681
|
|
||||||||||||
|
Cash - beginning of period
|
12,698
|
|
—
|
|
—
|
|
636
|
|
—
|
|
13,334
|
|
||||||||||||
|
|
||||||||||||||||||||||||
|
Cash - end of period
|
$
|
18,221
|
|
$
|
—
|
|
$
|
—
|
|
$
|
794
|
|
$
|
—
|
|
$
|
19,015
|
|
||||||
94
Condensed Consolidating Statement of Cash Flows
Year Ended
March 31, 2011
|
(In thousands)
|
Prestige
Brands
Holdings,
Inc.
|
Prestige
Brands,
Inc.,
the issuer
|
Combined
Subsidiary
Guarantors
|
Combined
Non-
guarantor
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||||||||||
|
Operating Activities
|
||||||||||||||||||||||||
|
Net income (loss)
|
$
|
29,220
|
|
$
|
(4,143
|
)
|
$
|
341
|
|
$
|
1,927
|
|
$
|
1,875
|
|
$
|
29,220
|
|
||||||
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
||||||||||||||||||||||||
|
Depreciation and amortization
|
485
|
|
7,702
|
|
1,849
|
|
72
|
|
—
|
|
10,108
|
|
||||||||||||
|
Loss on sale of discontinued operations
|
—
|
|
890
|
|
—
|
|
—
|
|
—
|
|
890
|
|
||||||||||||
|
Deferred income taxes
|
(1,174
|
)
|
6,666
|
|
3,832
|
|
—
|
|
—
|
|
9,324
|
|
||||||||||||
|
Amortization of deferred financing costs
|
—
|
|
1,043
|
|
—
|
|
—
|
|
—
|
|
1,043
|
|
||||||||||||
|
Stock-based compensation costs
|
3,575
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3,575
|
|
||||||||||||
|
Loss on extinguishment of debt
|
—
|
|
300
|
|
—
|
|
—
|
|
—
|
|
300
|
|
||||||||||||
|
Amortization of debt discount
|
—
|
|
702
|
|
—
|
|
—
|
|
—
|
|
702
|
|
||||||||||||
|
Loss on disposal of equipment
|
27
|
|
106
|
|
20
|
|
—
|
|
—
|
|
153
|
|
||||||||||||
|
Changes in operating assets and liabilities
|
||||||||||||||||||||||||
|
Accounts receivable
|
1,041
|
|
2,720
|
|
1,183
|
|
(26
|
)
|
—
|
|
4,918
|
|
||||||||||||
|
Inventories
|
—
|
|
13,294
|
|
(793
|
)
|
(58
|
)
|
—
|
|
12,443
|
|
||||||||||||
|
Prepaid expenses and other current assets
|
(62
|
)
|
118
|
|
98
|
|
—
|
|
—
|
|
154
|
|
||||||||||||
|
Accounts payable
|
(605
|
)
|
1,759
|
|
566
|
|
64
|
|
—
|
|
1,784
|
|
||||||||||||
|
Accrued liabilities
|
4,219
|
|
11,696
|
|
(3,906
|
)
|
47
|
|
—
|
|
12,056
|
|
||||||||||||
|
Net cash provided by operating activities
|
36,726
|
|
42,853
|
|
3,190
|
|
2,026
|
|
1,875
|
|
86,670
|
|
||||||||||||
|
|
||||||||||||||||||||||||
|
Investing Activities
|
||||||||||||||||||||||||
|
Purchases of equipment
|
(595
|
)
|
(56
|
)
|
—
|
|
(4
|
)
|
—
|
|
(655
|
)
|
||||||||||||
|
Proceeds from sale of property and equipment
|
12
|
|
—
|
|
—
|
|
—
|
|
—
|
|
12
|
|
||||||||||||
|
Proceeds from sale of discontinued operations
|
—
|
|
4,122
|
|
—
|
|
—
|
|
—
|
|
4,122
|
|
||||||||||||
|
Acquisition of Blacksmith, net of cash acquired
|
(220
|
)
|
(201,824
|
)
|
—
|
|
—
|
|
—
|
|
(202,044
|
)
|
||||||||||||
|
Acquisition of Dramamine
|
—
|
|
(77,115
|
)
|
—
|
|
—
|
|
—
|
|
(77,115
|
)
|
||||||||||||
|
Net cash used in investing activities
|
(803
|
)
|
(274,873
|
)
|
—
|
|
(4
|
)
|
—
|
|
(275,680
|
)
|
||||||||||||
|
|
||||||||||||||||||||||||
|
Financing Activities
|
||||||||||||||||||||||||
|
Proceeds from issuance of senior notes
|
—
|
|
100,250
|
|
—
|
|
—
|
|
—
|
|
100,250
|
|
||||||||||||
|
Proceeds from issuance of senior term loan
|
—
|
|
112,936
|
|
—
|
|
—
|
|
—
|
|
112,936
|
|
||||||||||||
|
Payment of deferred financing costs
|
—
|
|
(830
|
)
|
—
|
|
—
|
|
—
|
|
(830
|
)
|
||||||||||||
|
Repayment of long-term debt
|
—
|
|
(51,087
|
)
|
—
|
|
—
|
|
—
|
|
(51,087
|
)
|
||||||||||||
|
Proceeds of exercise of stock options
|
331
|
|
—
|
|
—
|
|
—
|
|
—
|
|
331
|
|
||||||||||||
|
Purchase of treasury stock
|
(353
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(353
|
)
|
||||||||||||
|
Intercompany activity, net
|
(63,847
|
)
|
70,751
|
|
(3,190
|
)
|
(1,839
|
)
|
(1,875
|
)
|
—
|
|
||||||||||||
|
Net cash (used in) provided by financing activities
|
(63,869
|
)
|
232,020
|
|
(3,190
|
)
|
(1,839
|
)
|
(1,875
|
)
|
161,247
|
|
||||||||||||
|
|
||||||||||||||||||||||||
|
(Decrease) increase in cash
|
(27,946
|
)
|
—
|
|
—
|
|
183
|
|
—
|
|
(27,763
|
)
|
||||||||||||
|
Cash - beginning of period
|
40,644
|
|
—
|
|
—
|
|
453
|
|
—
|
|
41,097
|
|
||||||||||||
|
|
||||||||||||||||||||||||
|
Cash - end of period
|
$
|
12,698
|
|
$
|
—
|
|
$
|
—
|
|
$
|
636
|
|
$
|
—
|
|
$
|
13,334
|
|
||||||
95
Condensed Consolidating Statement of Cash Flows
Year Ended
March 31, 2010
|
(In thousands)
|
Prestige
Brands
Holdings,
Inc.
|
Prestige
Brands,
Inc.,
the issuer
|
Combined
Subsidiary
Guarantors
|
Combined
Non-
guarantor
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||||||||||
|
Operating Activities
|
||||||||||||||||||||||||
|
Net income (loss)
|
$
|
32,115
|
|
$
|
(843
|
)
|
$
|
1,516
|
|
$
|
1,254
|
|
$
|
(1,927
|
)
|
$
|
32,115
|
|
||||||
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
||||||||||||||||||||||||
|
Depreciation and amortization
|
384
|
|
8,508
|
|
2,487
|
|
71
|
|
—
|
|
11,450
|
|
||||||||||||
|
Loss (gain) on sale of discontinued operations
|
—
|
|
(1,268
|
)
|
1,015
|
|
—
|
|
—
|
|
(253
|
)
|
||||||||||||
|
Deferred income taxes
|
(1,412
|
)
|
6,261
|
|
6,162
|
|
1
|
|
—
|
|
11,012
|
|
||||||||||||
|
Amortization of deferred financing costs
|
—
|
|
1,926
|
|
—
|
|
—
|
|
—
|
|
1,926
|
|
||||||||||||
|
Impairment of goodwill and intangible assets
|
—
|
|
2,751
|
|
—
|
|
—
|
|
—
|
|
2,751
|
|
||||||||||||
|
Stock-based compensation costs
|
2,085
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,085
|
|
||||||||||||
|
Loss on extinguishment of debt
|
—
|
|
2,166
|
|
—
|
|
—
|
|
—
|
|
2,166
|
|
||||||||||||
|
Changes in operating assets and liabilities
|
||||||||||||||||||||||||
|
Accounts receivable
|
465
|
|
5,578
|
|
550
|
|
(189
|
)
|
—
|
|
6,404
|
|
||||||||||||
|
Inventories
|
—
|
|
(1,798
|
)
|
(1,247
|
)
|
(306
|
)
|
—
|
|
(3,351
|
)
|
||||||||||||
|
Prepaid expenses and other current assets
|
(3,972
|
)
|
594
|
|
(181
|
)
|
—
|
|
—
|
|
(3,559
|
)
|
||||||||||||
|
Accounts payable
|
1,263
|
|
(526
|
)
|
(3,824
|
)
|
(40
|
)
|
—
|
|
(3,127
|
)
|
||||||||||||
|
Accrued liabilities
|
(3,217
|
)
|
7,571
|
|
(4,522
|
)
|
(24
|
)
|
—
|
|
(192
|
)
|
||||||||||||
|
Net cash provided by (used in) operating activities
|
27,711
|
|
30,920
|
|
1,956
|
|
767
|
|
(1,927
|
)
|
59,427
|
|
||||||||||||
|
|
||||||||||||||||||||||||
|
Investing Activities
|
||||||||||||||||||||||||
|
Purchases of equipment
|
(610
|
)
|
(33
|
)
|
—
|
|
(30
|
)
|
—
|
|
(673
|
)
|
||||||||||||
|
Proceeds from sale of discontinued operations
|
(1,000
|
)
|
4,476
|
|
4,517
|
|
—
|
|
—
|
|
7,993
|
|
||||||||||||
|
Net cash (used in) provided by investing activities
|
(1,610
|
)
|
4,443
|
|
4,517
|
|
(30
|
)
|
—
|
|
7,320
|
|
||||||||||||
|
|
||||||||||||||||||||||||
|
Financing Activities
|
||||||||||||||||||||||||
|
Proceed from issuance of debt
|
—
|
|
296,046
|
|
—
|
|
—
|
|
—
|
|
296,046
|
|
||||||||||||
|
Payment of deferred financing costs
|
—
|
|
(6,627
|
)
|
—
|
|
—
|
|
—
|
|
(6,627
|
)
|
||||||||||||
|
Repayment of long-term debt
|
—
|
|
(350,250
|
)
|
—
|
|
—
|
|
—
|
|
(350,250
|
)
|
||||||||||||
|
Intercompany activity, net
|
(19,915
|
)
|
25,468
|
|
(6,473
|
)
|
(1,007
|
)
|
1,927
|
|
—
|
|
||||||||||||
|
Net cash (used in) provided by financing activities
|
(19,915
|
)
|
(35,363
|
)
|
(6,473
|
)
|
(1,007
|
)
|
1,927
|
|
(60,831
|
)
|
||||||||||||
|
|
||||||||||||||||||||||||
|
Increase (decrease) in cash
|
6,186
|
|
—
|
|
—
|
|
(270
|
)
|
—
|
|
5,916
|
|
||||||||||||
|
Cash - beginning of period
|
34,458
|
|
—
|
|
—
|
|
723
|
|
—
|
|
35,181
|
|
||||||||||||
|
|
||||||||||||||||||||||||
|
Cash - end of period
|
$
|
40,644
|
|
$
|
—
|
|
$
|
—
|
|
$
|
453
|
|
$
|
—
|
|
$
|
41,097
|
|
||||||
22. Subsequent Events
On May 9, 2012, the Compensation Committee of our Board of Directors granted 111,152 shares of restricted common stock units and stock options to acquire 422,962 shares of our common stock to certain executive officers and employees under the Plan. The restricted common stock units vest in their entirety on the three-year anniversary of the date of grant. Upon vesting, the units will be settled in shares of our common stock. The stock options will vest 33.3% per year over three years and are exercisable for up to ten years from the date of grant. These stock options were granted at an exercise price of $13.24 per share, which is equal to the closing price for our common stock on the day of the grant. Termination of employment prior to vesting will result in forfeiture of the restricted common stock units and unvested stock options. Vested stock options will remain exercisable by an employee after termination, subject to the terms of the Plan.
96
None.
Disclosure Controls and Procedures
The Company’s management, with the participation of its Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rule 13a–15(e) of the Exchange Act as of
March 31, 2012
. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of
March 31, 2012
, the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act). Internal control over financial reporting is a process designed by, or under the supervision of the Chief Executive Officer and Chief Financial Officer and effected by the Board of Directors, management and other personnel, to provide reasonable assurance regarding reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable, not absolute, assurance that the control objectives will be met. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate over time.
Management, with the participation of the Chief Executive Officer and Chief Financial Officer, has assessed the effectiveness of the Company’s internal control over financial reporting as of
March 31, 2012
. In making its assessment, management has used the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in
Internal Control – Integrated Framework
(the “COSO Criteria”).
Based on management's assessment utilizing the COSO Criteria, management concluded that the Company’s internal control over financial reporting was effective as of
March 31, 2012
.
PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued an attestation report on our internal control over financial reporting, which appears at page 54 and is incorporated by reference to Part II, Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
There have been no changes during the quarter ended
March 31, 2012
in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
None.
97
Information required to be disclosed by this Item will be contained in the Company’s
2012
Proxy Statement under the headings “Election of Directors,” “Executive Compensation and Other Matters,” “Section 16(a) Beneficial Ownership Reporting Compliance” and “Governance of the Company”, which information is incorporated herein by reference.
Information required to be disclosed by this Item will be contained in the Company’s
2012
Proxy Statement under the headings “Executive Compensation and Other Matters” and “Governance of the Company”, which information is incorporated herein by reference.
Information required to be disclosed by this Item will be contained in the Company’s
2012
Proxy Statement under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance Under Equity Compensation Plans”, which information is incorporated herein by reference.
Information required to be disclosed by this Item will be contained in the Company’s
2012
Proxy Statement under the headings “Certain Relationships and Related Transactions”, “Election of Directors” and “Governance of the Company”, which information is incorporated herein by reference.
Information required to be disclosed by this Item will be contained in the Company’s
2012
Proxy Statement under the heading “Ratification of Appointment of the Independent Registered Public Accounting Firm”, which information is incorporated herein by reference.
98
|
(a)(1)
|
Financial Statements
|
The financial statements and financial statement schedules listed below are set forth under Part II, Item 8 (pages 53 through 96) of this Annual Report on Form 10-K, which are incorporated herein to this Item as if copied verbatim.
|
Prestige Brands Holdings, Inc.
|
|
Report of Independent Registered Public Accounting Firm,
PricewaterhouseCoopers LLP
|
|
Consolidated Statements of Operations for each of the three years in
the period ended March 31, 2012
|
|
Consolidated Balance Sheets at March 31, 2012 and 2011
|
|
Consolidated Statements of Changes in Stockholders’ Equity and Comprehensive
Income for each of the three years in the period ended March 31, 2012
|
|
Consolidated Statements of Cash Flows for each of the three years
in the period ended March 31, 2012
|
|
Notes to Consolidated Financial Statements
|
|
Schedule II—Valuation and Qualifying Accounts
|
|
(a)(2)
|
Financial Statement Schedules
|
Schedule II - Valuation and Qualifying Accounts listed in (a)(1) above is incorporated herein by reference as if copied verbatim. Schedules other than those listed in the preceding sentence have been omitted as they are either not required, not applicable, or the information has otherwise been shown in the consolidated financial statements or notes thereto.
|
(b)
|
Exhibits
|
See Exhibit Index immediately following the financial statements and financial statement schedules of this Annual Report on Form 10-K.
99
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
PRESTIGE BRANDS HOLDINGS, INC.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ RONALD M. LOMBARDI
|
|
|
|
Name:
|
Ronald M. Lombardi
|
|
|
|
Title:
|
Chief Financial Officer
|
|
|
|
Date:
|
May 17, 2012
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ MATTHEW M. MANNELLY
|
|
Director, President
and Chief Executive Officer
|
|
May 17, 2012
|
|
Matthew M. Mannelly
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
/s/ RONALD M. LOMBARDI
|
|
Chief Financial Officer
|
|
May 17, 2012
|
|
Ronald M. Lombardi
|
|
(Principal Financial Officer and
|
|
|
|
|
|
Principal Accounting Officer)
|
|
|
|
|
|
|
|
|
|
/s/ JOHN E. BYOM
|
|
Director
|
|
May 17, 2012
|
|
John E. Byom
|
|
|
|
|
|
|
|
|
|
|
|
/s/ GARY E. COSTLEY
|
|
Director
|
|
May 17, 2012
|
|
Gary E. Costley
|
|
|
|
|
|
|
|
|
|
|
|
/s/ CHARLES J. HINKATY
|
|
Director
|
|
May 17, 2012
|
|
Charles J. Hinkaty
|
|
|
|
|
|
|
|
|
|
|
|
/s/ PATRICK M. LONERGAN
|
|
Director
|
|
May 17, 2012
|
|
Patrick M. Lonergan
|
|
|
|
|
100
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
|
(In thousands)
|
Balance at
Beginning of
Year
|
Amounts
Charged to
Expense
|
|
Deductions
|
Other
|
Balance at
End of
Year
|
|||||||||||||||
|
Year Ended March 31, 2012
|
|
|
|
|
|
||||||||||||||||
|
Reserves for sales returns and allowance
|
$
|
6,208
|
|
$
|
23,457
|
|
|
$
|
(25,408
|
)
|
$
|
—
|
|
$
|
4,257
|
|
|||||
|
Reserves for trade promotions
|
4,853
|
|
32,185
|
|
(31,532
|
)
|
—
|
|
5,506
|
|
|||||||||||
|
Reserves for consumer coupon redemptions
|
2,723
|
|
7,180
|
|
(6,394
|
)
|
—
|
|
3,509
|
|
|||||||||||
|
Allowance for doubtful accounts
|
444
|
|
200
|
|
|
(40
|
)
|
—
|
|
604
|
|
||||||||||
|
Year Ended March 31, 2011
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Reserves for sales returns and allowance
|
6,221
|
|
17,316
|
|
|
(17,746
|
)
|
417
|
|
(2
|
)
|
6,208
|
|
||||||||
|
Reserves for trade promotions
|
2,051
|
|
23,906
|
|
(1
|
)
|
(23,350
|
)
|
2,246
|
|
(2
|
)
|
4,853
|
|
|||||||
|
Reserves for consumer coupon redemptions
|
263
|
|
3,932
|
|
(1
|
)
|
(3,090
|
)
|
1,618
|
|
(2
|
)
|
2,723
|
|
|||||||
|
Allowance for doubtful accounts
|
273
|
|
180
|
|
|
(16
|
)
|
7
|
|
(2
|
)
|
444
|
|
||||||||
|
Year Ended March 31, 2010
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Reserves for sales returns and allowance
|
2,457
|
|
20,042
|
|
(16,278
|
)
|
—
|
|
6,221
|
|
|||||||||||
|
Reserves for trade promotions
|
2,440
|
|
20,362
|
|
|
(20,751
|
)
|
—
|
|
2,051
|
|
||||||||||
|
Reserves for consumer coupon redemptions
|
297
|
|
1,281
|
|
|
(1,315
|
)
|
—
|
|
263
|
|
||||||||||
|
Allowance for doubtful accounts
|
120
|
|
200
|
|
|
(47
|
)
|
—
|
|
273
|
|
||||||||||
|
(1)
|
We increased our reserves for Trade Promotion and Consumer Coupon Redemption by $3.0 million and $2.0 million, respectively, in an effort to gain market share for the
PediaCare
brand.
|
|
(2)
|
Reflect the applicable amounts acquired from the purchase of Blacksmith on November 1, 2010.
|
101
EXHIBIT INDEX
|
Exhibit No.
|
|
Description
|
|
2.1
|
Stock Purchase Agreement, dated as of September 14, 2010, by and among Prestige Brands Holdings, Inc., Blacksmith Brands Holdings, Inc. and the Stockholders of Blacksmith Brands Holdings, Inc.
(filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on September 20, 2010).+
|
|
|
2.2
|
Asset Purchase Agreement, dated as of December 15, 2010, by and between McNeil-PPC, Inc. and Prestige Brands Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on December 17, 2010).+
|
|
|
2.3
|
Business Sale and Purchase Agreement, dated December 20, 2011, between GlaxoSmithKline LLC, GlaxoSmithKline plc and certain of its affiliates and Prestige Brands Holdings, Inc. (filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on December 27, 2011).+
|
|
|
2.4
|
Business Sale and Purchase Agreement, dated December 20, 2011 between GlaxoSmithKline LC, GlaxoSmithKline Consumer Healthcare L.P., GlaxoSmithKline plc and Prestige Brands Holdings, Inc. (filed as Exhibit 2.2 to the Company's Current Report on Form 8-K filed with the SEC on December 20, 2011).+
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of Prestige Brands Holdings, Inc. (filed as Exhibit 3.1 to the Company's Form S-1/A filed with the SEC on February 8, 2005).+
|
|
3.2
|
|
Amended and Restated Bylaws of Prestige Brands Holdings, Inc., as amended (filed as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2009).+
|
|
3.3
|
Certificate of Designations of Series A Preferred Stock of Prestige Brands Holdings, Inc., as filed with the Secretary of State of the State of Delaware on February 27, 2012 (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on February 28, 2012).+
|
|
|
4.1
|
|
Form of stock certificate for common stock (filed as Exhibit 4.1 to the Company's
Form S-1/A filed with the SEC on January 26, 2005).+
|
|
4.2
|
Indenture, dated as of March 24, 2010, by and among Prestige Brands, Inc., each Guarantor listed on the signature pages thereto, and U.S. Bank National Association, as trustee (filed as Exhibit 4.2 to the Company's Annual Report on Form 10-K filed with the SEC on June 11, 2010).+
|
|
|
4.3
|
First Supplemental Indenture dated as of November 1, 2010, by and among Prestige Brands, Inc., the Guarantors listed on the signature pages thereto and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on February 9, 2011).+
|
|
|
4.4
|
Form of 8¼% Senior Note due 2018 (contained in Exhibit 4.2 to the Company's Annual Report on Form 10-K filed on June 11, 2010).+
|
|
|
4.5
|
Indenture, dated as of January 31, 2012, among Prestige Brands, Inc., as issuer, the Company and certain subsidiaries, as guarantors, and U.S. Bank National Association, as Trustee with respect to 8.125% Senior Notes Due 2020.*
|
|
|
4.6
|
Form of 8.125% Senior Note due 2020 (contained in Exhibit 4.5 to the Company's Annual Report on Form 10-K filed herewith).*
|
|
|
4.7
|
Rights Agreement, dated as of February 27, 2012, between Prestige Brands Holdings, Inc. and Computershare Trust Company, N.A., as Rights Agent (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on February 28, 2012).+
|
|
|
10.1
|
Note Purchase Agreement entered into on January 24, 2012 with respect to the sale by Prestige Brands, Inc., as issuer, of $250.0 million in aggregate principal amount of 8.125% Senior Notes due 2020.*
|
|
|
10.2
|
Registration Rights Agreement, dated as of January 31, 2012, among Prestige Brands, Inc., the Company, and certain subsidiaries of the Company, as guarantors, and Morgan Stanley & Co., LLC, Citigroup Global Markets Inc., RBC Capital Markets, LLC and Deutsche Bank Securities Inc.*
|
|
|
10.3
|
$660,000,000 Term Loan Credit Agreement, dated as of January 31, 2012, among
Prestige Brands Inc., the Company, and certain subsidiaries of the Company as guarantors, Citibank, N.A., Citigroup Global Markets Inc., Morgan Stanley Senior Funding, Inc. and RBC Capital Markets.* |
|
|
10.4
|
Term Loan Security Agreement, dated as of January 31, 2012, among Prestige Brands Inc., the Company and certain subsidiaries of the Company as guarantors, Citibank N.A. and U.S. Bank National Association, as Trustee.*
|
|
|
10.5
|
$50,000,000 ABL Credit Agreement, dated as of January 31, 2012, Among Prestige Brands, Inc., the Company, certain subsidiaries of the Company as guarantors, Citibank, N.A., Citigroup Global Markets Inc., Morgan Stanley Senior Funding, Inc. and RBC Capital Markets.*
|
|
|
10.6
|
Registration Rights Agreement, dated as of November 1, 2010, by and among Prestige Brands, Inc., each Guarantor listed on the signature pages thereto, Merrill Lynch, Pierce, Fenner & Smith Incorporated (formerly known as Banc of America Securities LLC) and Deutsche Bank Securities Inc. (filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed with the SEC on February 9, 2011).+
|
|
|
10.7
|
Executive Employment Agreement, dated as of September 2, 2009, by and between Prestige Brands Holdings, Inc. and Matthew M. Mannelly (filed as Exhibit 10.1 to the Company's Quarterly Report on Form10-Q filed with the SEC on November 6, 2009).+@
|
|
|
10.8
|
|
Executive Employment Agreement, dated as of August 21, 2006, between Prestige Brands Holdings, Inc. and Jean A. Boyko (filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on November 9, 2006).+@
|
|
10.9
|
|
Executive Employment Agreement, dated as of October 1, 2007, between Prestige Brands Holdings, Inc. and John Parkinson (filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed with the SEC on February 8, 2008).+@
|
|
10.10
|
|
Executive Employment Agreement, dated as of April 19, 2010, between Prestige Brands Holdings, Inc. and Timothy Connors (filed as Exhibit 10.16 to the Company's Annual Report on Form 10-K filed with the SEC on June 11, 2010).+@
|
|
10.11
|
Executive Employment Agreement, dated as of December 6, 2010, between Prestige Brands Holdings, Inc. and Ronald M. Lombardi (filed as Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed with the SEC on February 9, 2011).+@
|
|
|
10.12
|
Executive Employment Agreement, dated as of March 4, 2011, between Prestige Brands Holdings, Inc. and Paul Hennessey (filed as Exhibit 10.15 to the Company's Annual Report on Form 10-K filed with the SEC on May 13, 2011).+@
|
|
|
10.13
|
Executive Employment Agreement, dated as of February 29, 2012, by and between Prestige Brands Holdings, Inc. and Samuel C. Cowley.*@
|
|
|
10.14
|
|
Prestige Brands Holdings, Inc. 2005 Long-Term Equity Incentive Plan (filed as Exhibit 10.38 to the Company’s Form S-1/A filed with the SEC on January 26, 2005).+#
|
|
10.15
|
|
Form of Restricted Stock Grant Agreement (filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on August 9, 2005).+#
|
|
10.16
|
|
Form of Nonqualified Stock Option Agreement (filed as Exhibit 10.28 to the Company's Annual Report on Form 10-K filed with the SEC on June 14, 2007).+#
|
|
10.17
|
|
Form of Award Agreement for Restricted Stock Units (filed as Exhibit 10.24 to the Company's Annual Report on Form 10-K filed with the SEC on June 15, 2009).+#
|
|
10.18
|
|
Form of Director Indemnification Agreement (filed as Exhibit 10.25 to the Company's Annual Report on Form 10-K filed with the SEC on June 15, 2009).+@
|
|
10.19
|
|
Form of Officer Indemnification Agreement (filed as Exhibit 10.26 to the Company's Annual Report on Form 10-K filed with the SEC on June 15, 2009).+@
|
|
10.20
|
|
Patent and Technology License Agreement, dated October 2, 2001, between The Procter & Gamble Company and Prestige Brands International, Inc. (filed as Exhibit 10.29 to Company's Form S-4/A filed with the SEC on August 19, 2004).+ †
|
|
10.21
|
|
Amendment No. 1 dated April 30, 2003 to the Patent and Technology License Agreement, dated October 2, 2001, between The Procter & Gamble Company and Prestige Brands International, Inc. (filed as Exhibit 10.30 to the Company's Form S-4/A filed with the SEC on August 19, 2004).+
|
|
10.22
|
|
Trademark License Agreement and Option to Purchase, dated September 8, 2005, by and among The Procter & Gamble Company and Prestige Brands Holdings, Inc. (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on September 12, 2005).+
|
|
10.23
|
|
Exclusive Supply Agreement, dated as of September 18, 2006, among Medtech Products Inc., Pharmacare Limited, Prestige Brands Holdings, Inc. and Aspen Pharmacare Holdings Limited (filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed with the SEC on November 9, 2006).+
|
|
10.24
|
|
Contract Manufacturing Agreement, dated December 21, 2007, between Medtech Products Inc. and Pharmaspray B.V. (filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on February 8, 2008).+
|
|
10.25
|
|
Contract Manufacturing Agreement, dated December 21, 2007, between Medtech Products Inc. and Pharmaspray B.V. (filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed with the SEC on February 8, 2008).+
|
|
10.26
|
|
Supply Agreement, dated May 15, 2008, by and between Fitzpatrick Bros., Inc. and The Spic and Span Company (filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on August 11, 2008).+†
|
|
10.27
|
First Amendment to Supply Agreement, dated as of March 1, 2011, between Fitzpatrick Bros., Inc. and The Spic and Span Company.†
|
|
|
10.28
|
Transitional Manufacturing and Supply Agreement, dated January 31, 2012 between Medtech Products Inc. and GlaxoSmithKline Consumer Healthcare L.P. *†
|
|
|
21.1
|
|
Subsidiaries of the Registrant.*
|
|
23.1
|
|
Consent of PricewaterhouseCoopers LLP.*
|
|
31.1
|
|
Certification of Principal Executive Officer of Prestige Brands Holdings, Inc. pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
|
31.2
|
|
Certification of Principal Financial Officer of Prestige Brands Holdings, Inc. pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
|
32.1
|
|
Certification of Principal Executive Officer of Prestige Brands Holdings, Inc. pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
|
32.2
|
Certification of Principal Financial Officer of Prestige Brands Holdings, Inc. pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
|
|
*
|
Filed herewith.
|
|
|
|
|
†
|
Certain confidential portions have been omitted pursuant to a confidential treatment request separately filed with the SEC.
|
|
|
|
|
+
|
Incorporated herein by reference.
|
|
|
|
|
@
|
Represents a management contract.
|
|
|
|
|
#
|
Represents a compensatory plan.
|
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesPart Iii, Item 12 Of This Annual Report on Form 10-k Is Incorporated Herein By ReferenceItem 6. Selected Financial DataItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement Schedules