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Prestige Brands Holdings, Inc. Announces Second Quarter Results; Confirms Guidance for Balance of Fiscal 2006; Internal Review Results in Restatement of Previously Issued Financial Statements.


IRVINGTON Irvington, town (1990 pop. 59,774), Essex co., NE N.J., an industrial suburb of Newark; settled 1692 as Camptown, renamed 1852, inc. 1898. Tools, castings, photographic equipment, paints, building materials, and plastic and paper products are among its manufactures. , N.Y. -- Prestige Brands Prestige Brands, Inc. NYSE: PBH is a company that manufactures personal care and home cleaning products. It was formed by the merger of Medtech Products, Inc., Prestige Brands International, and The Spic and Span Company. The company is headquartered in Irvington, New York.  Holdings, Inc. (NYSE NYSE

See: New York Stock Exchange
: PBH PBH Prefeitura Municipal de Belo Horizonte (Brazil)
PBH Power By the Hour
PBH Persistent Black Holes (MRI indicator of neuronal loss)
PBH Pyrmont Bridge Hotel (Sydney, Australia) 
), a consumer products company with a diversified diversified (di·verˑ·s  portfolio of well-recognized brand names, today announced results for the second fiscal quarter ended September September: see month.  30, 2005, and provided its outlook for the balance of the fiscal year.

The Company also announced that management and the Audit Committee of the Company's Board of Directors recently completed an internal review of certain accounting practices at the Company. As a result of that review, the Company concluded that certain prior period financial statements could no longer be relied upon and has reclassified certain cooperative cooperative

Organization owned by and operated for the benefit of those using its services. Cooperatives have been successful in such fields as the processing and marketing of farm products and the purchasing of other kinds of equipment and raw materials, and in the
 advertising expenses, changed the time at which it recognizes revenue and restated the reported number of common shares outstanding used in the computation Computation is a general term for any type of information processing that can be represented mathematically. This includes phenomena ranging from simple calculations to human thinking.  of earnings per share. As a result of the conclusion with respect to prior financial statements, the company will restate re·state  
tr.v. re·stat·ed, re·stat·ing, re·states
To state again or in a new form. See Synonyms at repeat.



re·state
 certain of its historical results. All references in this release to prior periods results are to the restated results.

September Quarter Results

Results for the quarter and six months were generally in line with management's expectations as provided in its earnings release of July July: see month.  27, 2005, and in its conference call of July 28, 2005. Net sales Net Sales

The amount a seller receives from the buyer after costs associated with the sale are deducted.

Notes:
This amount is calculated by subtracting the following items from gross sales: merchandise returned for credit, allowances for damaged or missing goods, freight
 for the quarter ended September 30, 2005, were $73.3 million, compared to net sales of $80.0 million for the prior year quarter. Operating income Operating Income

The profit realized from a business' own operations.

Notes:
This would not include income from things such as investments in other firms. Also referred to as operating profit or recurring profit.
 of $20.8 million compares to operating income of $26.8 million in the second quarter of fiscal 2005. The decline was due to lower sales, a slightly less favorable fa·vor·a·ble  
adj.
1. Advantageous; helpful: favorable winds.

2. Encouraging; propitious: a favorable diagnosis.

3.
 gross margin as a percentage of sales, as well as a 21% increase in advertising and promotion expenditures compared to prior year.

Net income for the second quarter of fiscal year 2006 was $7.4 million or $0.15 per basic share and $0.15 per diluted di·lute  
tr.v. di·lut·ed, di·lut·ing, di·lutes
1. To make thinner or less concentrated by adding a liquid such as water.

2. To lessen the force, strength, purity, or brilliance of, especially by admixture.
 share, compared to net income of $9.9 million in the comparable quarter last year.

Results for First Half of Fiscal 2006

Net sales for the six months ended September 30, 2005, were $136.8 million, 1.4% below net sales of $138.7 million for the comparable period last year. Despite the sales shortfall Shortfall

The amount by which the capital required to fulfill a financial obligation exceeds available capital.

Notes:
Shortfall risk is often combated with an efficient hedging strategy created by a fund, group, institution, or individual.
, operating income of $39.1 million was 14% above operating income of $34.4 million in the first six months of fiscal 2005. Fiscal 2005 included a charge of $5.2 million due to an inventory step up adjustment related to the acquisition of Bonita Bonita (Spanish and Portuguese for "beautiful") is the name of:
  • Bonita Magazine, an international men's magazine
  • Bonita, California
  • Bonita, Louisiana
 Bay Holdings, Inc. Adjusting for that charge, the $39.1 million of operating income in this year's first half represents a 1.5% decline from last year's adjusted operating income of $39.7 million. The decline compared to last year was due to the sales decline partially offset by a small improvement in gross margin as a percentage of sales due to mix. Advertising and promotional spending was essentially even with the prior year.

Net income for the first six months of fiscal year 2006 was $12.2 million or $0.25 per basic share and $0.24 per diluted share. This represents an improvement over the prior year comparable period for which we reported net income of $2.8 million. When the prior year results are adjusted to remove one-time one-time
adj.
1. or one·time
a. Occurring or undertaken only once: a one-time winner in 1995.

b.
 expenses arising from the acquisition of Bonita Bay Holdings, Inc., adjusted net income last year would have been $10.0 million. The results for the first half of fiscal year 2006 are a 21 % improvement over the prior year adjusted net income. Please refer to the consolidated con·sol·i·date  
v. con·sol·i·dat·ed, con·sol·i·dat·ing, con·sol·i·dates

v.tr.
1. To unite into one system or whole; combine:
 financial data at the end of this earnings release for a reconciliation of such amounts.

For the first six months, the Company's effective tax rate increased to 44.5 %. This resulted from a one-time charge, recorded in the quarter ended June June: see month.  30, 2005, of approximately ap·prox·i·mate  
adj.
1. Almost exact or correct: the approximate time of the accident.

2.
 $1.2 million due to an increase in the graduated federal income tax rate from 34% to 35% and its related impact on the Company's deferred tax liabilities.

Results by Segment

September Quarter

The reported sales decline in fiscal 2006 affected each of the Company's three business segments: Over-the-Counter medicines (OTC OTC

See: Over-the-counter.


OTC

See over-the-counter market (OTC).
), Household Cleaning products and Personal Care products. For the OTC segment, net sales of $40.8 million were 5% less than last year's second quarter reported net sales of $42.7 million. Fiscal year 2006 results include strong sales of the Little Remedies rem·e·dy  
n. pl. rem·e·dies
1. Something, such as medicine or therapy, that relieves pain, cures disease, or corrects a disorder.

2. Something that corrects an evil, fault, or error.

3.
(R) line of children's health Children's Health Definition

Children's health encompasses the physical, mental, emotional, and social well-being of children from infancy through adolescence.
 care products which were acquired by the Company late in calendar year 2004 and therefore, were not included in the prior year period's results. Little Remedies contributed $3.9 million to current quarter sales compared to no sales in the prior year. The decline for the segment is attributable attributable

emanating from or pertaining to attribute.


attributable proportion
see attributable risk (below).

attributable risk
 to sales declines for Compound W(R) and New Skin(R). Partially offsetting the declines on Compound W and New Skin were gains for Chloraseptic Chloraseptic is an American brand of oral analgesic produced by Prestige Brands Inc, used for the relief of minor sore throat and mouth pain. Its active ingredient is phenol, a compound whose antiseptic properties were discovered by Sir Joseph Lister. (R) sore throat Sore Throat Definition

Sore throat, also called pharyngitis, is a painful inflammation of the mucous membranes lining the pharynx. It is a symptom of many conditions, but most often is associated with colds or influenza.
 treatment, Clear eyes(R) eye care products and Dermoplast(R) first aid treatment. In addition, Little Remedies revenues grew strongly over the year ago quarter before the Company owned the brand.

Net sales for the Household Cleaning products segment were $25.2 million, or 8% below last year's comparable quarter net sales of $27.6 million. The decline was primarily due to the discontinuation dis·con·tin·u·a·tion  
n.
A cessation; a discontinuance.

Noun 1. discontinuation - the act of discontinuing or breaking off; an interruption (temporary or permanent)
discontinuance
 of the Comet comet [Gr.,=longhaired], a small celestial body consisting mostly of dust and gases that moves in an elongated elliptical or nearly parabolic orbit around the sun. Comets visible from the earth can be seen for periods ranging from a few days to several months. (R) Clean & Flush To empty the contents of a memory buffer. See buffer.

Flush

Elizabeth Barrett Browning’s spaniel, subject of a biography. [Br. Lit.: Woolf Flush in Barnhart, 446]

See : Dogs



(data) flush
 product line.

Net sales of $7.3 million for the Personal Care segment were $2.4 million lower than last year's comparable quarter. This reflects continued softness in the Denorex(R) shampoo shampoo

a cleaning agent, usually liquid, for hair; usually consists of a detergent and perfume. Some, usually referred to as medicated shampoos, contain therapeutic substances such as parasiticides, antimicrobials, ketatolytic agents, and antiseborrheic compounds such as selenium
 line and weaker category trends for nail polish removers nail polish remover nquitaesmalte m

nail polish remover nail ndissolvant m

nail polish remover nail n
 affecting Cutex(R).

First Six Months of Fiscal 2006

For the OTC segment, net sales of $74.1 million were 3% greater than last year's comparable period reported net sales of $72.1 million. The increase in sales for the segment was driven by six months of sales of Little Remedies compared to no sales last year, plus sales increases for the Chloraseptic, Clear eyes and Dermoplast brands, offset by declines on the Compound W and New Skin brands due to category softness. Had Little Remedies been owned from the beginning of fiscal year 2005, the OTC segment would have shown a decline of 5% compared to the comparable period last year.

Net sales for the Household Cleaning products segment were $48.1 million, or 3.0% below last year's comparable period net sales of $49.6 million. The prior year period included sales of discontinued dis·con·tin·ue  
v. dis·con·tin·ued, dis·con·tin·u·ing, dis·con·tin·ues

v.tr.
1. To stop doing or providing (something); end or abandon:
 Comet items previously mentioned which account for the majority of the decline.

Net sales of $14.6 million for the Personal Care segment were 14% or $2.4 million below last years comparable net sales. The decline resulted from continuing softness on the Denorex and Cutex brands.

Restatement Restatement

A revision in a company's earlier financial statements.

Notes:
The need for restating financial figures can result from fraud, misrepresentation, or a simple clerical error.
 of Prior Period Financial Statements

As a result of a review of certain accounting practices performed in conjunction conjunction, in astronomy
conjunction, in astronomy, alignment of two celestial bodies as seen from the earth. Conjunction of the moon and the planets is often determined by reference to the sun.
 with the Company's assessment of internal controls over financial reporting under Section 404 of the Sarbanes-Oxley Act See SOX.  of 2002, the Company determined it may have erroneously er·ro·ne·ous  
adj.
Containing or derived from error; mistaken: erroneous conclusions.



[Middle English, from Latin err
 applied generally accepted accounting principles The standard accounting rules, regulations, and procedures used by companies in maintaining their financial records.

Generally accepted accounting principles (GAAP) provide companies and accountants with a consistent set of guidelines that cover both broad accounting
 as they relate to the recognition of revenue, the classification of certain trade promotion allowances, and the computation of earnings per share. At the direction of the Audit Committee of the Company's Board of Directors, an independent review of these issues was performed.

Management and the Audit Committee concluded that, in light of the accounting errors discussed above, the financial statements for the years ended March 31, 2005, 2004 and 2003 and the quarterly data for the years ended March 31, 2005 and 2004 included in the Company's Annual Report on Forms 10-K and 10-K/A for the year ended March 31, 2005 and the financial statements for the quarters ended June 30, 2005 and 2004 included in the Company's Quarterly Report on Form 10-Q Form 10-Q

See 10-Q.
 for the quarter ended June 30, 2005 should no longer be relied upon. The Company will file an amended a·mend  
v. a·mend·ed, a·mend·ing, a·mends

v.tr.
1. To change for the better; improve: amended the earlier proposal so as to make it more comprehensive.

2.
 Form 10-Q/A for the quarter ended June 30, 2005 and an amended Form 10-K/A for the year ended March 31, 2005 as soon as practicable practicable adj. when something can be done or performed. . Because of the review and restatement described above, the Company was unable to file its Quarterly Report on Form 10-Q by November November: see month.  14, 2005, its due date. The Company will file a Notice on Form 12b-25 with respect to that report today and expects to file the report on or before the extended due date of November 21, 2005.

With respect to revenue recognition, Staff Accounting Bulletin No. 104 sets forth the criteria criteria (krītēr´ē),
n.
 for revenue recognition, one of which is that risk of loss has passed to the customer. The Company, consistent with its published pricing and shipping terms, has historically recognized revenue upon shipment of product to the customer. Upon closer examination of its shipping practices and terms, the Company determined that it often was unclear when, from a legal standpoint The Standpoint is a newspaper published in the British Virgin Islands. It was originally published under the name Pennysaver, largely as a shopping-coupon promotional newspaper, but since emerged as one of the most influential sources of journalism in the , risk of loss of its products passed to its customers. Accordingly, the Company has concluded that revenue should not be recognized until product is received by its customers (referred to as "FOB FOB 1) adj. short for Free on Board, meaning shipped to a specific place without cost. 2) Friend of Bill (Clinton). (See: Free on Board)  destination point"), unless the risk of loss transfers to the customer at the point of shipment. The Company will restate its previously issued financial statements to reflect its conclusions with respect to how revenue should be recognized. Peter C. Mann, Chairman and Chief Executive Officer said, "Although a restatement is a serous serous /se·rous/ (ser´us)
1. pertaining to or resembling serum.

2. producing or containing serum.


se·rous
adj.
Containing, secreting, or resembling serum.
 matter, this is not a case of revenues that did not exist; the practical effect of this change is to move the last few days of sales from the end of a quarter to the beginning of the next quarter. It is an issue only of timing; however, it is important to us as a company that we do record our revenues at the appropriate time." The effects of these adjustments for each fiscal period are reflected in Exhibit A, attached to this news release.

With respect to the classification of trade promotions and allowances, Emerging Issues Task Force Issue 01-09 sets forth the criteria for classifying such promotions and allowances as an expense or a reduction of revenue. Upon review, the Company determined that it had incorrectly in·cor·rect  
adj.
1. Not correct; erroneous or wrong: an incorrect answer.

2. Defective; faulty: incorrect programming of the computer.

3.
 classified certain promotion and allowance amounts as expense rather than as a reduction of revenue. The Company will restate its previously issued financial statements for the periods referred to above to correct these misclassifications. These adjustments do not affect net income, operating income or cash flows from operations. The effects of these adjustments are reflected in Exhibit A, attached to this news release.

With respect to earnings per share, Statement of Financial Accounting Standards No. 128 sets forth the criteria for computing computing - computer  basic and diluted earnings per share diluted earnings per share

An earnings measure calculated by dividing net income less preferred stock dividends for a period by the average number of shares of common stock that would be outstanding if all convertible securities were converted into shares of
. Upon examination of its earnings per share calculations, the Company determined that certain issued and outstanding, but unvested, shares held by management were improperly im·prop·er  
adj.
1. Not suited to circumstances or needs; unsuitable: improper shoes for a hike; improper medical treatment.

2.
 reflected in the basic earnings per share computations. The effects of this revision (programming) revision - A release of a piece of software which is not a major release or a bugfix, but only introduces small changes or new features.  are reflected in Exhibit A, attached to this news release.

Commentary and Outlook

Commenting on the results of the quarter and the first half, Mann said, "Results were generally in line with the expectations we announced in July, but were below our historical growth rates Growth Rates

The compounded annualized rate of growth of a company's revenues, earnings, dividends, or other figures.

Notes:
Remember, historically high growth rates don't always mean a high rate of growth looking into the future.
. Virtually all of the sales softness in this six-month period was related to specific short-term Short-term

Any investments with a maturity of one year or less.


short-term

1. Of or relating to a gain or loss on the value of an asset that has been held less than a specified period of time.
 issues which we believe are now largely behind us. The fundamental strength of our business model has not changed, and so the long-term Long-term

Three or more years. In the context of accounting, more than 1 year.


long-term

1. Of or relating to a gain or loss in the value of a security that has been held over a specific length of time. Compare short-term.
 prognosis prognosis /prog·no·sis/ (prog-no´sis) a forecast of the probable course and outcome of a disorder.prognos´tic

prog·no·sis
n. pl. prog·no·ses
1.
 for the Company continues to be good. We have strong brand names, many of which gained market share during the quarter, and we are fiscally sound with impressive cash earnings and low capital expenditures to enable us to reduce debt and fund acquisitions."

"As a result of the sales weakness in the first half of the year, we continue to anticipate revenues and profits, excluding the impact of acquisitions, will be essentially flat compared to the restated results for our last fiscal year."

Mann noted that the Company has closed two important transactions within the past few weeks. "On October October: see month.  28th, we acquired the Chore Boy Chore Boy is a brand name for a coarse scouring pad made of steel or copper wool. It is designed for cleaning very dirty surfaces, especially washing dishes. During the first half of the 20th century, the product was marketed under the name Chore Girl. (R) brand of household scrubbers from Reckitt Benckiser Reckitt Benckiser plc is one of the world's leading manufacturers of cleaning products and a member of the FTSE 100 Index of the largest companies traded on the London Stock Exchange. It is headquartered in the town of Slough just to the west of Greater London. , and we are already making good progress in implementing plans to grow that brand in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area.  and beyond. And, just last week, we closed the transaction whereby we acquired essentially all the assets of Dental dental /den·tal/ (den´t'l) pertaining to a tooth or teeth.

den·tal
adj.
1. Of, relating to, or for the teeth.

2. Of, relating to, or intended for dentistry.
 Concepts, LLC (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
. The two main product lines within Dental Concepts --The Doctors(R) NightGuard and BrushPicks(R) interproximal interproximal /in·ter·prox·i·mal/ (in?ter-prok´si-mal) between two adjoining surfaces.

in·ter·prox·i·mal
adj.
Situated between adjoining surfaces.
 cleaning devices -- are exciting, growing OTC brands to which we believe Prestige can add meaningful value. In combination, these two acquisitions are expected to add approximately $30 million in new annual revenues."

Mann added, "The restatement of previously issued financial statements announced today, while a serious matter, does not affect the Company's fundamental trends or business model. These accounting issues had to be addressed appropriately by us in order for the Company to be 404 compliant
For other meanings, see compliant. Or mistype for complaint?
Compliant is an American industrial rock band that was formed in Chicago, Illinois and is headed by frontman David Downs.
 at the end of this year. The adjustments and the recent review put us in a better position to do that."

Conference Call

The Company will hold a conference all to review its second quarter fiscal 2006 results on Tuesday Tuesday: see week.  , November 15, 2005, at 8:30 a.m. (EST EST electroshock therapy.

EST
abbr.
electroshock therapy
). The toll free dial in number for the call is 1-800-857-1849. International callers may dial 1-210-234-0036. The conference password A secret word or code used to serve as a security measure against unauthorized access to data. It is normally managed by the operating system or DBMS. However, the computer can only verify the legitimacy of the password, not the legitimacy of the user. See NCSC.  is "Prestige". We will have a live internet web cast of the conference call, as well as an archived replay, which can be accessed from the investor relations Investor relations

The process by which the corporation communicates with its investors.
 page of www.prestigebrandsinc.com.

Forward Looking Statements

All statements, other than statements of historical fact included in this release, are forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
, as that term is defined in the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995. Forward-looking statements generally can be identified by the use of forward-looking for·ward-look·ing
adj.
Concerned with or making provision for the future: forward-looking educators; a forward-looking corporate plan.

Adj. 1.
 terminology The terminology used in the computer and telecommunications field adds tremendous confusion not only for the lay person, but for the technicians themselves. What many do not realize is that terms are made up by anybody and everybody in a nonchalant, casual manner without any regard or  such as "assumptions," "target," "guidance," "outlook," "plans," "projection projection, in psychology: see defense mechanism.


See rear-projection TV, front-projection TV and LCD panel.

(theory) projection - In domain theory, a function, f, which is (a) idempotent, i.e.
," "may," "will," "would," "expect," "intend," "estimate," "anticipate," "believe," "potential" or "continue" (or the negative or other derivatives derivatives

In finance, contracts whose value is derived from another asset, which can include stocks, bonds, currencies, interest rates, commodities, and related indexes. Purchasers of derivatives are essentially wagering on the future performance of that asset.
 of each of these terms) or similar terminology. There are certain factors that could cause actual results to differ materially from those anticipated by some of the statements made. These include: (1) the ability to achieve business plans; (2) successfully executing, managing and integrating key acquisitions (including the Chore Boy and Dental Concepts acquisitions); (3) the ability to manage and maintain key customer relationships; (4) the ability to maintain key manufacturing and supply sources; (5) the ability to successfully manage regulatory reg·u·late  
tr.v. reg·u·lat·ed, reg·u·lat·ing, reg·u·lates
1. To control or direct according to rule, principle, or law.

2.
, tax and legal matters (including product liability matters), and to resolve pending matters within current estimates; (6) the ability to successfully manage increases in the prices of raw materials used to make the Company's products; (7) the ability to stay close to consumers in an era of increased media fragmentation (1) Storing data in non-contiguous areas on disk. As files are updated, new data are stored in available free space, which may not be contiguous. Fragmented files cause extra head movement, slowing disk accesses. A defragger program is used to rewrite and reorder all the files. ; and (8) the ability to stay on the leading edge of innovation. For additional information concerning factors that could cause actual results to materially differ from those projected herein, please refer to our most recent 10-K, 10-Q and 8-K reports.

About Prestige Brands Holdings

Located in Irvington, New York Irvington is a village in Westchester County, New York, United States. The population was 6,632 at the 2000 census.

The Village of Irvington is located on the western side of the Town of Greenburgh. The village is north of New York City.
, Prestige Brands Holdings is a marketer and distributor of brand name over-the-counter drug over-the-counter drug A therapeutic agent that does not require a prescription, which the FDA feels can be safely self-prescribed by non-physicians. Cf Prescription drug, Under-the-counter. , personal care and household cleaning products sold throughout the U.S. and Canada Canada (kăn`ədə), independent nation (2001 pop. 30,007,094), 3,851,787 sq mi (9,976,128 sq km), N North America. Canada occupies all of North America N of the United States (and E of Alaska) except for Greenland and the French islands of . Key brands include Compound W(R) wart wart, circumscribed outgrowth of the skin caused by a filterable virus that is readily transmitted. Warts may appear anywhere on the skin but are most common on the hands.  remover, Chloraseptic(R) sore throat treatment, New-Skin(R) liquid bandage Liquid bandage is a topical skin treatment for minor cuts and sores that is sold by several companies. The products are mixtures of chemicals which create a polymeric layer which binds to the skin. , Clear eyes(R) and Murine murine /mu·rine/ (mur´en) pertaining to, derived from, or characteristic of mice or rats.

mu·rine
adj.
(R) eye care products, Little Remedies(R) pediatric pediatric /pe·di·at·ric/ (pe?de-at´rik) pertaining to the health of children.

pe·di·at·ric
adj.
Of or relating to pediatrics.
 over-the-counter products, Cutex(R) nail polish remover, Comet(R) and Spic and Span Spic and Span

brand of household cleaner. [Trademarks: Crowley Trade, 546]

See : Cleanliness
(R) household cleaning products and other well-known well-known
adj.
1. Widely known; familiar or famous: a well-known performer.

2. Fully known: well-known facts.
 brands.
PRESTIGE BRANDS HOLDINGS, INC.
                 CONSOLIDATED STATEMENTS OF OPERATIONS
                              (Unaudited)
            (in thousands, except share and per share data)

                        Three months ended       Six months ended
                           September 30,          September 30,
                        2005         2004        2005        2004
                     ----------- ------------ ----------- ------------
                                  (Restated)               (Restated)
REVENUES:
Net sales           $    73,320  $    79,932 $   136,748 $    138,612
Other revenues               25           26          50          101
                     ----------- ------------ ----------- ------------

  Total revenues         73,345       79,958     136,798      138,713

COST OF SALES:
Cost of sales            35,549       37,941      64,498       71,079
                     ----------- ------------ ----------- ------------

  Gross profit           37,796       42,017      72,300       67,634
                     ----------- ------------ ----------- ------------

OPERATING EXPENSES:
 Advertising and
  promotion              10,217        8,449      18,922       19,234
 General and
  administrative          4,117        4,502       9,028        9,423
 Depreciation               487          452         970          938
 Amortization of
  intangible assets       2,148        1,802       4,296        3,605
                     ----------- ------------ ----------- ------------

   Total operating
   expenses              16,969       15,205      33,216       33,200
                     ----------- ------------ ----------- ------------

   Operating income      20,827       26,812      39,084       34,434
                     ----------- ------------ ----------- ------------

OTHER INCOME
 (EXPENSE):
 Interest income            226           59         307           87
 Interest expense        (8,897)     (10,893)    (17,488)     (21,970)
 Loss on
  extinguishment of
  debt                        -            -           -       (7,567)
                     ----------- ------------ ----------- ------------

   Total other income
    (expense)            (8,671)     (10,834)    (17,181)     (29,450)
                     ----------- ------------ ----------- ------------

   Income before
    income taxes         12,156       15,978      21,903        4,984

Provision for income
 taxes                   (4,782)      (6,076)     (9,747)      (2,173)
                     ----------- ------------ ----------- ------------

   Net income       $     7,374  $     9,902 $    12,156 $      2,811

Cumulative preferred
 dividends on Senior
 Preferred and Class
 B Preferred units            -       (3,827)          -       (7,446)
                     ----------- ------------ ----------- ------------

Net income (loss)
 available to members
 and common
 shareholders       $     7,374  $     6,075 $    12,156 $     (4,635)
                     =========== ============ =========== ============
Net income (loss)
 per common share:
  Basic             $      0.15  $      0.25 $      0.25 $      (0.19)
                     =========== ============ =========== ============
  Diluted           $      0.15  $      0.23 $      0.24 $      (0.19)
                     =========== ============ =========== ============

Weighted average
 shares outstanding:
  Basic              48,790,856   24,615,066  48,756,535   24,563,238
                     =========== ============ =========== ============
  Diluted            49,949,432   26,512,017  49,932,199   24,563,238
                     =========== ============ =========== ============


                        Three months ended        Six months ended
                          September 30,            September 30,
                    --------------------------------------------------
Adjusted Operating      2005         2004        2005         2004
 Income             ------------ ------------ ----------- ------------
--------------------
(dollars in
 thousands)

 Operating Income   $    20,827  $    26,812 $    39,084 $     34,434

 Charges due to
  inventory step-up           -            -           -        5,249
                     ----------- ------------ ----------- ------------

Adjusted Operating
 Income             $    20,827  $    26,812 $    39,084 $     39,683
                     =========== ============ =========== ============



Adjusted Net Income
--------------------
(dollars in
 thousands)

Net Income          $     7,374  $     9,902 $    12,156 $      2,811

Loss on
 extinguishment of
 debt, net of taxes           -            -           -        4,267

Charges due to
 inventory step-up,
 net of taxes                 -            -           -        2,960
                     ----------- ------------ ----------- ------------

Adjusted Net Income $     7,374  $     9,902 $    12,156 $     10,038
                     =========== ============ =========== ============
Prestige Brands Holdings, Inc.
                      Consolidated Balance Sheet
                              (Unaudited)

(Dollars in thousands)                                  September 30,
                                                             2005
                                                        --------------
Assets
Current assets
 Cash                                                   $      27,585
 Accounts receivable                                           32,552
 Inventories                                                   32,887
 Deferred income tax assets                                     6,682
 Prepaid expenses and other current assets                      3,256
                                                         -------------
Total current assets                                          102,962

Property and equipment                                          1,647
Goodwill                                                      294,731
Intangible assets                                             604,316
Other long-term assets                                         14,718
                                                         -------------

Total Assets                                            $   1,018,374
                                                         =============

Liabilities and Shareholders' Equity
Current liabilities
 Accounts payable                                       $      22,725
 Accrued liabilities                                           12,110
 Current portion of long-term debt                              3,730
                                                         -------------
Total current liabilities                                      38,565

Long-term debt                                                489,765
Deferred income tax liabilities                                94,759
                                                         -------------

Total liabilities                                             623,089
                                                         -------------

Shareholders' Equity
Preferred stock - $0.01 par value
 Authorized - 5,000,000 shares
 Issued and outstanding - None                                     --
Common stock - $.01 par value
 Authorized - 250,000,000 shares
 Issued and outstanding - 50,055,776 shares                       501
Additional paid-in capital                                    378,297
Treasury stock - 14,886 shares at cost                            (25)
Accumulated other comprehensive income                            229
Retained earnings                                              16,283
                                                         -------------
Total shareholders' equity                                    395,285
                                                         -------------

Total Liabilities and Shareholders' Equity              $   1,018,374
                                                         =============
EXHIBIT A - FISCAL YEAR 2006
----------------------------
                    PRESTIGE BRANDS HOLDINGS, INC.
                 CONSOLIDATED STATEMENTS OF OPERATIONS
                              (Unaudited)
                       Restated Fiscal Year 2006
            (in thousands, except share and per share data)

                               Three months ended June 30, 2005
                       ----------------------------------------------
                       Previously    Revenue  Cooperative As Restated
                        Reported   Recognition   Trade
                                                 Expense
                                                 Reclass
                       ------------ ----------- ---------- -----------
REVENUES:
 Net sales             $    63,530 $     1,928 $   (2,030)$    63,428
 Other revenues                 25           -          -          25
                        ----------- ----------- ---------- -----------
   Total revenues           63,555       1,928     (2,030)     63,453

COST OF SALES:
 Cost of sales              28,339         610          -      28,949
                        ----------- ----------- ---------- -----------
   Gross profit             35,216       1,318     (2,030)     34,504
                        ----------- ----------- ---------- -----------

OPERATING EXPENSES:
 Advertising and
  promotion                 10,714          21     (2,030)      8,705
 General and
  administrative             4,911           -          -       4,911
 Depreciation                  483           -          -         483
 Amortization of
  intangible assets          2,148           -          -       2,148
                       ------------ ----------- ---------- -----------
   Total operating
    expenses                18,256          21     (2,030)     16,247
                        ----------- ----------- ---------- -----------
   Operating income         16,960       1,297          -      18,257
                        ----------- ----------- ---------- -----------

OTHER INCOME (EXPENSE):
 Interest income                81           -          -          81
 Interest expense           (8,591)          -          -      (8,591)
                        ----------- ----------- ---------- -----------
   Total other income
    (expense)               (8,510)          -          -      (8,510)
                        ----------- ----------- ---------- -----------
   Income before income
    taxes                    8,450       1,297          -       9,747

Provision for income
 taxes                      (4,443)       (522)         -      (4,965)
                        ----------- ----------- ---------- -----------
   Net income          $     4,007 $       775 $        - $     4,782
                        =========== =========== ========== ===========

Net income (loss) per
 common share:
  Basic                $      0.08                        $      0.10
                        ===========                        ===========
  Diluted              $      0.08                        $      0.10
                        ===========                        ===========

Weighted average shares
 outstanding:
  Basic                 49,997,647                         48,722,342
                        ===========                        ===========
  Diluted               49,997,647                         49,997,647
                        ===========                        ===========
Prestige Brands Holdings, Inc.
                      Consolidated Balance Sheet
                              (Unaudited)

(Dollars in thousands)                               June 30, 2005
                                                 ---------------------
Assets                                               As         As
                                                  Previously  Restated
                                                   Reported
                                                 ----------- ---------
Current assets
 Cash                                            $   13,945  $ 13,945
 Accounts receivable                                 32,489    26,442
 Inventories                                         27,946    30,589
 Deferred income tax assets                           6,965     6,965
 Prepaid expenses and other current assets            4,039     4,039
                                                  ----------  --------
Total current assets                                 85,384    81,980

Property and equipment                                2,043     2,043
Goodwill                                            294,544   294,731
Intangible assets                                   606,465   606,465
Other long-term assets                               14,344    14,344
                                                  ----------  --------

Total Assets                                     $1,002,780  $999,563
                                                  ==========  ========

Liabilities and Shareholders' Equity
Current liabilities
 Accounts payable                                $   18,626  $ 18,626
 Accrued liabilities                                 10,705     9,365
 Current portion of long-term debt                    3,730     3,730
                                                  ----------  --------
Total current liabilities                            33,061    31,721

Long-term debt                                      490,698   490,698
Deferred income tax liabilities                      89,916    89,916
                                                  ----------  --------

Total liabilities                                   613,675   612,335
                                                  ----------  --------

Shareholders' Equity
Preferred stock - $0.01 par value
 Authorized - 5,000,000 shares
 Issued and outstanding - None                           --        --
Common stock - $.01 par value
 Authorized - 250,000,000 shares
 Issued and outstanding - 50,000,000 shares             500       500
Additional paid-in capital                          378,188   378,188
Treasury stock - 2,353 shares at cost                    (4)       (4)
Accumulated other comprehensive loss                   (365)     (365)
Retained earnings                                    10,786     8,909
                                                  ----------  --------
Total shareholders' equity                          389,105   387,228
                                                  ----------  --------

Total Liabilities and Shareholders' Equity       $1,002,780  $999,563
                                                  ==========  ========
EXHIBIT A - FISCAL YEAR 2005
----------------------------

                    PRESTIGE BRANDS HOLDINGS, INC.
                 CONSOLIDATED STATEMENTS OF OPERATIONS
                       Restated Fiscal Year 2005
            (in thousands, except share and per share data)

                              Three months ended June 30, 2004
                      ------------------------------------------------
                      Previously    Revenue   Cooperative As Restated
                        Reported   Recognition   Trade
                                                Expense
                                                Reclass
                      ------------------------------------------------
REVENUES:
 Net sales            $    67,682 $    (6,142)$   (2,860)$    58,680
 Other revenues                75           -          -          75
                       ----------- ----------- ---------- -----------

   Total revenues          67,757      (6,142)    (2,860)     58,755

COST OF SALES:
 Cost of sales             36,123      (2,985)         -      33,138
                       ----------- ----------- ---------- -----------

   Gross profit            31,634      (3,157)    (2,860)     25,617
                       ----------- ----------- ---------- -----------

OPERATING EXPENSES:
 Advertising and
  promotion                13,771        (126)    (2,860)     10,785
 General and
  administrative            4,921           -          -       4,921
 Depreciation                 486           -          -         486
 Amortization of
  intangible assets         1,803           -          -       1,803

                      ---------------------------------------------

   Total operating
    expenses               20,981        (126)    (2,860)     17,995
                       ----------- ----------- ---------- -----------

   Operating income        10,653      (3,031)         -       7,622
                       ----------- ----------- ---------- -----------

OTHER INCOME (EXPENSE):
 Interest income               28           -          -          28
 Interest expense         (11,077)          -          -     (11,077)
 Loss on
  extinguishment of
  debt                     (7,567)          -          -      (7,567)
                       ----------- ----------- ---------- -----------

   Total other income
    (expense)             (18,616)          -          -     (18,616)
                       ----------- ----------- ---------- -----------

   Income (loss)
    before income
    taxes                  (7,963)     (3,031)         -     (10,994)

(Provision) Benefit
 for income taxes           2,826       1,076          -       3,902
                       ----------- ----------- ---------- -----------

   Net income (loss)  $    (5,137)$    (1,955)$        - $    (7,092)
                                   =========== ==========


Cumulative preferred dividends on Senior
Preferred and Class B
 Preferred units           (3,619)                            (3,619)
                       -----------                        -----------

Net income (loss) available to members and
common shareholders   $    (8,756)                       $   (10,711)
                       ===========                        ===========
Net income (loss) per common share:
 Basic                $     (0.33)                       $     (0.44)
                       ===========                        ===========
 Diluted              $     (0.33)                       $     (0.44)
                       ===========                        ===========

Weighted average shares outstanding:
 Basic                 26,515,916                         24,511,337
                       ===========                        ===========
 Diluted               26,515,916                         24,511,337
                       ===========                        ===========


                           Three months ended September 30, 2004
                      ------------------------------------------------
                      Previously    Revenue   Cooperative As Restated
                        Reported   Recognition   Trade
                                                Expense
                                                Reclass
                      ------------------------------------------------
REVENUES:
 Net sales            $    81,320 $       501 $   (1,889)$    79,932
 Other revenues                26           -          -          26
                       ----------- ----------- ---------- -----------

   Total revenues          81,346         501     (1,889)     79,958

COST OF SALES:
 Cost of sales             37,843          98          -      37,941
                       ----------- ----------- ---------- -----------

   Gross profit            43,503         403     (1,889)     42,017
                       ----------- ----------- ---------- -----------

OPERATING EXPENSES:
 Advertising and
  promotion                10,304          34     (1,889)      8,449
 General and
  administrative            4,502           -          -       4,502
 Depreciation                 452           -          -         452
 Amortization of
  intangible assets         1,802           -          -       1,802

                      --------------------------------------------

   Total operating
    expenses               17,060          34     (1,889)     15,205
                       ----------- ----------- ---------- -----------

   Operating income        26,443         369          -      26,812
                       ----------- ----------- ---------- -----------

OTHER INCOME (EXPENSE):
 Interest income               59           -          -          59
 Interest expense         (10,893)          -          -     (10,893)
                       ----------- ----------- ---------- -----------

   Total other income
    (expense)             (10,834)          -          -     (10,834)
                       ----------- ----------- ---------- -----------

   Income (loss)
    before income
    taxes                  15,609         369          -      15,978

(Provision) Benefit
 for income taxes          (5,936)       (140)         -      (6,076)
                       ----------- ----------- ---------- -----------

   Net income (loss)  $     9,673 $       229 $        - $     9,902
                                   =========== ==========


Cumulative preferred dividends on
 Senior
Preferred and Class B
 Preferred units           (3,827)                           (3,827)
                       -----------                       -----------

Net income (loss) available to
 members and
common shareholders   $     5,846                       $     6,075
                       ===========                       ===========
Net income (loss) per common
 share:
 Basic                $      0.22                       $      0.25
                       ===========                       ===========
 Diluted              $      0.22                       $      0.23
                       ===========                       ===========

Weighted average shares
 outstanding:
 Basic                 26,512,017                        24,615,066
                       ===========                       ===========
 Diluted               26,512,017                        26,512,017
                       ===========                       ===========


                            Three months ended December 31, 2004
                      ------------------------------------------------
                      Previously    Revenue   Cooperative As Restated
                        Reported   Recognition   Trade
                                                Expense
                                                Reclass
                      ------------------------------------------------
REVENUES:
 Net sales            $    75,829 $      (732)$   (2,079)$    73,018
 Other revenues                25           -          -          25
                       ----------- ----------- ---------- -----------

   Total revenues          75,854        (732)    (2,079)     73,043

COST OF SALES:
 Cost of sales             33,923        (682)         -      33,241
                       ----------- ----------- ---------- -----------

   Gross profit            41,931         (50)    (2,079)     39,802
                       ----------- ----------- ---------- -----------

OPERATING EXPENSES:
 Advertising and
  promotion                 7,265         (18)    (2,079)      5,168
 General and
  administrative            5,690           -          -       5,690
 Depreciation                 457           -          -         457
 Amortization of
  intangible assets         2,148           -          -       2,148

                      ---------------------------------------------

   Total operating
    expenses               15,560         (18)    (2,079)     13,463
                       ----------- ----------- ---------- -----------

   Operating income        26,371         (32)         -      26,339
                       ----------- ----------- ---------- -----------

OTHER INCOME (EXPENSE):
 Interest income               48           -          -          48
 Interest expense         (12,042)          -          -     (12,042)
                       ----------- ----------- ---------- -----------

   Total other income
    (expense)             (11,994)          -          -     (11,994)
                       ----------- ----------- ---------- -----------

   Income (loss)
    before income
    taxes                  14,377         (32)         -      14,345

(Provision) Benefit
 for income taxes          (5,230)         12          -      (5,218)
                       ----------- ----------- ---------- -----------

   Net income (loss)  $     9,147 $       (20)$        - $     9,127
                                   =========== ==========


Cumulative preferred dividends on
 Senior
Preferred and Class B
 Preferred units           (3,895)                            (3,895)
                       -----------                        -----------

Net income (loss) available to
 members and
common shareholders   $     5,252                        $     5,232
                       ===========                        ===========
Net income (loss) per common
 share:
 Basic                $      0.20                        $      0.21
                       ===========                        ===========
 Diluted              $      0.20                        $      0.20
                       ===========                        ===========

Weighted average shares
 outstanding:
 Basic                 26,612,876                         24,725,182
                       ===========                        ===========
 Diluted               26,612,876                         26,612,876
                       ===========                        ===========


                             Three months ended March 31, 2005
                      ------------------------------------------------
                      Previously    Revenue   Cooperative As Restated
                        Reported   Recognition   Trade
                                                Expense
                                                Reclass
                      ------------------------------------------------
REVENUES:
 Net sales            $    78,336 $       762 $   (1,810)$    77,288
 Other revenues                25           -          -          25
                       ----------- ----------- ---------- -----------

   Total revenues          78,361         762     (1,810)     77,313

COST OF SALES:
 Cost of sales             33,459       1,230          -      34,689
                       ----------- ----------- ---------- -----------

   Gross profit            44,902        (468)    (1,810)     42,624
                       ----------- ----------- ---------- -----------

OPERATING EXPENSES:
 Advertising and
  promotion                 7,062          43     (1,810)      5,295
 General and
  administrative            5,085           -          -       5,085
 Depreciation                 504           -          -         504
 Amortization of
  intangible assets         2,148           -          -       2,148

                      ---------------------------------------------

   Total operating
    expenses               14,799          43     (1,810)     13,032
                       ----------- ----------- ---------- -----------

   Operating income        30,103        (511)         -      29,592
                       ----------- ----------- ---------- -----------

OTHER INCOME (EXPENSE):
 Interest income              236           -          -         236
 Interest expense         (11,085)          -          -     (11,085)
 Loss on
  extinguishment of
  debt                    (19,296)          -          -     (19,296)
                       ----------- ----------- ---------- -----------

   Total other income
    (expense)             (30,145)          -          -     (30,145)
                       ----------- ----------- ---------- -----------

   Income (loss)
    before income
    taxes                     (42)       (511)         -        (553)

(Provision) Benefit
 for income taxes            (182)        165          -         (17)
                       ----------- ----------- ---------- -----------

   Net income (loss)  $      (224)$      (346)$        - $      (570)
                                   =========== ==========


Cumulative preferred dividends on
 Senior
Preferred and Class B
 Preferred units          (14,054)                           (14,054)
                       -----------                        -----------

Net income (loss) available to
 members and
common shareholders   $   (14,278)                       $   (14,624)
                       ===========                        ===========
Net income (loss) per common
 share:
 Basic                $     (0.37)                       $     (0.40)
                       ===========                        ===========
 Diluted              $     (0.37)                       $     (0.40)
                       ===========                        ===========

Weighted average shares
 outstanding:
 Basic                 38,074,074                         36,496,869
                       ===========                        ===========
 Diluted               38,074,074                         36,496,869
                       ===========                        ===========


                             Twelve months ended March 31, 2005
                       -----------------------------------------------
                       Previously    Revenue   Cooperative As Restated
                         Reported   Recognition   Trade
                                                 Expense
                                                 Reclass
                       -----------------------------------------------
REVENUES:
 Net sales             $   303,167 $    (5,611)$   (8,638)$   288,918
 Other revenues                151           -          -         151
                        ----------- ----------- ---------- -----------

   Total revenues          303,318      (5,611)    (8,638)    289,069

COST OF SALES:
 Cost of sales             141,348      (2,339)         -     139,009
                        ----------- ----------- ---------- -----------

   Gross profit            161,970      (3,272)    (8,638)    150,060
                        ----------- ----------- ---------- -----------

OPERATING EXPENSES:
 Advertising and
  promotion                 38,402         (67)    (8,638)     29,697
 General and
  administrative            20,198           -          -      20,198
 Depreciation                1,899           -          -       1,899
 Amortization of
  intangible assets          7,901           -          -       7,901

                       ---------------------------------------------

   Total operating
    expenses                68,400         (67)    (8,638)     59,695
                        ----------- ----------- ---------- -----------

   Operating income         93,570      (3,205)         -      90,365
                        ----------- ----------- ---------- -----------

OTHER INCOME (EXPENSE):
 Interest income               371           -          -         371
 Interest expense          (45,097)          -          -     (45,097)
 Loss on extinguishment
  of debt                  (26,863)          -          -     (26,863)
                        ----------- ----------- ---------- -----------

   Total other income
    (expense)              (71,589)          -          -     (71,589)
                        ----------- ----------- ---------- -----------

   Income (loss) before
    income taxes            21,981      (3,205)         -      18,776

(Provision) Benefit for
 income taxes               (8,522)      1,113          -      (7,409)
                        ----------- ----------- ---------- -----------

   Net income (loss)   $    13,459 $    (2,092)$        - $    11,367
                                    =========== ==========


Cumulative preferred dividends on
 Senior
Preferred and Class B
 Preferred units           (25,395)                           (25,395)
                        -----------                        -----------

Net income (loss) available to
 members and
common shareholders    $   (11,936)                       $   (14,028)
                        ===========                        ===========
Net income (loss) per common
 share:
 Basic                 $     (0.41)                       $     (0.51)
                        ===========                        ===========
 Diluted               $     (0.41)                       $     (0.51)
                        ===========                        ===========

Weighted average shares
 outstanding:
 Basic                  29,389,329                         27,545,898
                        ===========                        ===========
 Diluted                29,389,329                         27,545,898
                        ===========                        ===========
Prestige Brands Holdings, Inc.
                      Consolidated Balance Sheet

(Dollars in thousands)                              March 31, 2005
                                                 ---------------------
Assets                                               As         As
                                                  Previously  Restated
                                                   Reported
                                                 ----------- ---------
Current assets
 Cash                                            $    5,334  $  5,334
 Accounts receivable                                 43,893    35,918
 Inventories                                         21,580    24,833
 Deferred income tax assets                           5,699     5,699
 Prepaid expenses and other current assets            3,152     3,152
                                                  ----------  --------
Total current assets                                 79,658    74,936

Property and equipment                                2,324     2,324
Goodwill                                            294,544   294,731
Intangible assets                                   608,613   608,613
Other long-term assets                               15,996    15,996
                                                  ----------  --------

Total Assets                                     $1,001,135  $996,600
                                                  ==========  ========

Liabilities and Shareholders' Equity
Current liabilities
 Accounts payable                                $   21,705  $ 21,705
 Accrued liabilities                                 13,472    11,589
 Current portion of long-term debt                    3,730     3,730
                                                  ----------  --------
Total current liabilities                            38,907    37,024

Long-term debt                                      491,630   491,630
Deferred income tax liabilities                      84,752    84,752
                                                  ----------  --------

Total liabilities                                   615,289   613,406
                                                  ----------  --------

Shareholders' Equity
Preferred stock - $0.01 par value
 Authorized - 5,000,000 shares
 Issued and outstanding - None                           --        --
Common stock - $.01 par value
 Authorized - 250,000,000 shares
 Issued and outstanding - 50,000,000 shares             500       500
Additional paid-in capital                          378,251   378,251
Treasury stock - 2,353 shares at cost                    (4)       (4)
Accumulated other comprehensive income                  320       320
Retained earnings                                     6,779     4,127
                                                  ----------  --------
Total shareholders' equity                          385,846   383,194
                                                  ----------  --------

Total Liabilities and Shareholders' Equity       $1,001,135  $996,600
                                                  ==========  ========
EXHIBIT A - FISCAL YEARS 2003 and 2004
---------------------------------------------
                    PRESTIGE BRANDS HOLDINGS, INC.
                 CONSOLIDATED STATEMENTS OF OPERATIONS
                  Restated Fiscal Years 2003 and 2004
            (in thousands, except share and per share data)

                               Twelve months ended March 31, 2003
                           -------------------------------------------
                           Previously  Revenue   Cooperative   As
                            Reported  Recognition   Trade    Restated
                                                   Expense
                                                   Reclass
                           -------------------------------------------
REVENUES:
 Net sales                  $ 76,048 $    (1,567)$   (3,138)$ 71,343
 Other revenues - related
  parties                        391           -          -      391
                             -------- ----------- ---------- --------

   Total revenues             76,439      (1,567)    (3,138)  71,734

COST OF SALES:
 Cost of sales                27,475        (458)         -   27,017
                             -------- ----------- ---------- --------

   Gross profit               48,964      (1,109)    (3,138)  44,717
                             -------- ----------- ---------- --------

OPERATING EXPENSES:
 Advertising and promotion    14,274         (20)    (3,138)  11,116
 General and administrative   12,075           -          -   12,075
 Depreciation                    301           -          -      301
 Amortization of intangible
  assets                       4,973           -          -    4,973
                             -------- ----------- ---------- --------

   Total operating expenses   31,623         (20)    (3,138)  28,465
                             -------- ----------- ---------- --------

   Operating income           17,341      (1,089)         -   16,252
                             -------- ----------- ---------- --------

OTHER INCOME (EXPENSE):
 Interest income                  59           -          -       59
 Interest expense             (9,806)          -          -   (9,806)
 Loss on extinguishment of
  debt                          (685)          -          -     (685)
                             -------- ----------- ---------- --------

   Total other income
    (expense)                (10,432)          -          -  (10,432)
                             -------- ----------- ---------- --------

   Income before income
    taxes                      6,909      (1,089)         -    5,820

Provision for income taxes    (3,902)        615          -   (3,287)
                             -------- ----------- ---------- --------

   Income from continuing
    operations                 3,007        (474)         -    2,533
                                      =========== ==========

Discontinued Operations
 Loss from operations of discontinued Pecos
  reporting unit, net of
   income tax benefit of
   $1,848                     (3,385)                         (3,385)

 Loss on disposal of Pecos reporting unit, net of
  income tax benefit of
   $1,233                     (2,259)                         (2,259)
                             --------                        --------

   Income (loss) before cumulative
    effect of
    change in accounting
     principle                (2,637)                         (3,111)
Cumulative effect of change in accounting
 principle,
 net of income tax benefit
  of $6,467                  (11,785)                        (11,785)
                             --------                        --------

   Net income (loss)        $(14,422)                       $(14,896)
                             ========                        ========


                                April 1, 2003 to February 5, 2004
                            -----------------------------------------
                            Previously  Revenue   Cooperative   As
                             Reported  Recognition   Trade    Restated
                                                    Expense
                                                    Reclass
                            ------------------------------------------
REVENUES:
 Net sales                  $  68,726 $     1,930 $   (2,587)$68,069
 Other revenues - related
  parties                         333           -          -     333
                             --------- ----------- ---------- -------

   Total revenues              69,059       1,930     (2,587) 68,402

COST OF SALES:
 Cost of sales                 26,254         601          -  26,855
                             --------- ----------- ---------- -------

   Gross profit                42,805       1,329     (2,587) 41,547
                             --------- ----------- ---------- -------

OPERATING EXPENSES:
 Advertising and promotion     12,601          47     (2,587) 10,061
 General and administrative    12,068           -          -  12,068
 Depreciation                     247           -          -     247
 Amortization of intangible
  assets                        4,251           -          -   4,251
 Loss on forgiveness of
  related party receivable      1,404                          1,404
                             -------------------------------- -------

   Total operating expenses    30,571          47     (2,587) 28,031
                             --------- ----------- ---------- -------

   Operating income            12,234       1,282          -  13,516
                             --------- ----------- ---------- -------

OTHER INCOME (EXPENSE):
 Interest income                   38           -          -      38
 Interest expense              (8,195)          -          -  (8,195)
                             --------- ----------- ---------- -------

   Total other income
    (expense)                  (8,157)          -          -  (8,157)
                             --------- ----------- ---------- -------

   Income before income
    taxes                       4,077       1,282          -   5,359

Provision for income taxes     (1,684)       (530)         -  (2,214)
                             --------- ----------- ---------- -------

   Net Income               $   2,393         752          - $ 3,145
                            ========== =========== ========== =======



                             February 6, 2004 to March 31, 2004
                       -----------------------------------------------
                       Previously    Revenue   Cooperative As Restated
                         Reported   Recognition   Trade
                                                 Expense
                                                 Reclass
                       -----------------------------------------------
REVENUES:
 Net sales             $    18,807 $    (1,597)$     (388)$    16,822
 Other revenues -
  related parties               54           -          -          54
                        ----------- ----------- ---------- -----------

   Total revenues           18,861      (1,597)      (388)     16,876

COST OF SALES:
 Cost of sales              10,023        (672)         -       9,351
                        ----------- ----------- ---------- -----------

   Gross profit              8,838        (925)      (388)      7,525
                        ----------- ----------- ---------- -----------

OPERATING EXPENSES:
 Advertising and
  promotion                  1,689         (34)      (388)      1,267
 General and
  administrative             1,649           -          -       1,649
 Depreciation                   41           -          -          41
 Amortization of
  intangible assets            890           -          -         890
                        ---------------------------------- -----------

   Total operating
    expenses                 4,269         (34)      (388)      3,847
                        ----------- ----------- ---------- -----------

   Operating income          4,569        (891)         -       3,678
                        ----------- ----------- ---------- -----------

OTHER INCOME (EXPENSE):
 Interest income                10           -          -          10
 Interest expense           (1,735)          -          -      (1,735)
                        ----------- ----------- ---------- -----------

   Total other income
    (expense)               (1,725)          -          -      (1,725)
                        ----------- ----------- ---------- -----------

   Income before income
    taxes                    2,844        (891)         -       1,953

Provision for income
 taxes                      (1,054)        330          -        (724)
                        ----------- ----------- ---------- -----------

   Net Income                1,790        (561)         -       1,229
                                    =========== ==========

Cumulative preferred
 dividends on Senior
Preferred and Class B
 Preferred units            (1,390)                            (1,390)
                            -------                        -----------

Net income (loss) available
 to members and
common shareholders    $       400                        $      (161)
                        ===========                        ===========
Net income (loss) per common
 share:
 Basic                 $      0.02                        $     (0.01)
                        ===========                        ===========
 Diluted               $      0.02                        $     (0.01)
                        ===========                        ===========

Weighted average shares
 outstanding:
 Basic                  26,571,155                         24,471,597
                        ===========                        ===========
 Diluted                26,571,155                         24,471,597
                        ===========                        ===========
Prestige Brands Holdings, Inc.
                      Consolidated Balance Sheet

(Dollars in thousands)                             March 31, 2004
                                               -----------------------
Assets                                             As      As Restated
                                                Previously
                                                 Reported
                                               ----------- -----------
Current assets
 Cash                                          $    3,393  $    3,393
 Accounts receivable                               15,732      13,369
 Inventories                                        9,748      10,660
 Deferred income tax assets                         1,647       1,647
 Prepaid expenses and other current assets            234         234
                                                ----------  ----------
Total current assets                               30,754      29,303

Property and equipment                                880         880
Goodwill                                           55,594      55,781
Intangible assets                                 236,611     236,611
Other long-term assets                              2,783       2,783
                                                ----------  ----------

Total Assets                                   $  326,622  $  325,358
                                                ==========  ==========

Liabilities and Members' and Shareholders'
 Equity
Current liabilities
 Accounts payable                              $    5,281  $    5,281
 Accrued liabilities                                7,264       6,561
 Current portion of long-term debt                  2,000       2,000
                                                ----------  ----------
Total current liabilities                          14,545      13,842

Long-term debt                                    146,694     146,694
Deferred income tax liabilities                    38,874      38,874
                                                ----------  ----------

Total liabilities                                 200,113     199,410
                                                ----------  ----------

Members' and Shareholders' Equity
Senior Preferred Units - 22,500 units issued
 and outstanding                                   17,768      17,768
Class B Preferred Units - 106,656 units issued
 and outstanding                                   96,807      96,807
Common Units - 57,901,655 units issued and
 outstanding                                        5,273       5,273
Additional paid-in capital                          4,871       4,871
Retained earnings                                   1,790       1,229
                                                ----------  ----------
Total members' and shareholders' equity           126,509     125,948
                                                ----------  ----------

Total Liabilities and Members' and
 Shareholders' Equity                          $  326,622  $  325,358
                                                ==========  ==========
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Publication:Business Wire
Date:Nov 15, 2005
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