Dean P. Siegal - Director of Investor Relations & Communications Ronald M. Lombardi - President and Chief Executive Officer David S. Marberger - Chief Financial Officer.

Joseph Nicholas Altobello - Raymond James & Associates, Inc. Stephanie Schiller Wissink - Piper Jaffray & Co. (Broker) Frank Camma - Sidoti & Co. LLC Linda B. Weiser - B. Riley & Co. LLC Luke Christianson - William Blair & Co. LLC.

Good morning, ladies and gentlemen, and welcome to the Prestige Brands Fiscal 2017 Q1 Conference Call. At this time, all participants are in a listen-only mode. Later we will have a question-and-answer session and instructions will be given at that time. As a reminder, this conference call is being recorded.

I would now like to turn the call over to your host for today's conference, Mr. Dean Siegal, Director of Investor Relations. Sir, you may begin..

Good morning and welcome. As a reminder, there's a slide presentation, which accompanies this call. It can be accessed by visiting prestigebrands.com, clicking on the Investor link and then on today's Webcast and Presentation.

I am required to remind you that during this call, management may make forward-looking statements regarding their beliefs and expectations as to the company's future business prospects and results.

All forward-looking statements involve risks and uncertainties, which, in many cases are beyond the control of the company and may cause actual results to differ materially from management's expectation. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this conference call.

A complete Safe Harbor disclosure appears on page two of the presentation accompanying this call. Additional information concerning the factors that might cause actual results to differ from management's expectations is contained in the company's Annual and Quarterly Reports, which it files with the U.S. Securities and Exchange Commission.

As a reminder, some of the information contained in this presentation includes adjusted projections, which exclude acquisition-related and other items. A reconciliation between adjusted results and reported results is included in today's earnings release. Now, I would like to introduce Ron Lombardi, CEO and Dave Marberger, CFO..

Thanks, Dean, and good morning everyone. Today's agenda will cover an update on our performance highlights, a financial overview, and an update on our outlook for fiscal 2017. With that, we can start on page five.

Our fiscal year got off to a great start on a number of fronts, including strong financial performance and the continued execution of our strategy.

From a financial perspective, we saw solid top and bottom line growth with sales up 9% over the last year, driven by continued strong performance in our Invest for Growth business and an increase in adjusted EPS of 13.5% during the quarter. We also generated solid cash flow in the quarter of over $50 million, which was used to pay down debt.

Turning to page six, we have more detail on our solid performance and how we continue to deliver against our previously communicated strategy. Q1 saw the continuation of growth across our portfolio with sales reaching approximately $210 million, which was driven by organic growth of approximately 1% excluding FX during the quarter.

Our organic growth continues to be led by Invest for Growth brands, which realized strong organic growth of approximately 4.5% during the quarter. We will touch on this further on the next slide.

DenTek is performing as expected and contributed to our sales growth with $16.6 million of sales during the quarter, which was also our first full quarter of ownership for the brand.

Our consistent and solid consumption in sales gains have been driven by our long-term focus and investment in brand-building and we'll continue to invest in new product development and concentrate our A&P investment behind our Invest for Growth business. Our strategic focus on these brands is yielding results.

Our financial highlights for the quarter also include strong gross margins at 58%, which helped drive adjusted EPS to $0.59 for the quarter. We also delivered over $50 million of adjusted free cash flow which was used to pay down debt and reduced our leverage ratio to 4.8 times at the end of the quarter.

Our first quarter also saw the continued execution of our M&A strategy with the completion of the DenTek integration and the agreement to sell three of our non-core OTC brands. The sale of these non-core brands closed in the second quarter. So proceeds from this sale are not included in our 4.8 times leverage ratio at the end of the first quarter.

Both of these initiatives are aimed at evolving our portfolio, so that 85% of our revenue comes from our Invest for Growth brands over time. With that, let's turn to page seven, which has our consumption and sales trends for our Invest for Growth business.

Slide seven has our consumption trends at the top and our revenue trends on the bottom of the page. Q1 results include both the North American core OTC brands, as well as our International Invest for Growth brands. Our trend of growing consumption ahead of the categories we compete in continued in the first quarter.

During the quarter, our Invest for Growth brands saw consumption for the categories we compete in, grow approximately 3.5% ahead of the prior year. This level of growth was approximately double the category growth rate of 1.5% during the quarter as we continued to grow market share. Moving to the bottom of the page, we have our sales growth trends.

Sales for this group grew approximately 4.5% during the quarter and we continue to feel good about inventory levels at retail, as our shipments have been below consumption levels for nearly two full years for this portion of our business.

As I mentioned at the start, our consumption and sales information on slide seven, now includes our International business, which is a growing and important part of our business that is now over 10% of our sales. Over the next few slides, we will cover some of the bigger brands that are in the International Invest for Growth portion of our business.

Turning to page eight, we have the four key anchors of our International Invest for Growth platform.

We're going to give a bit more color over the next few pages on Gaviscon, the leading antacid brand in Canada; Fess, Australia's leading nasal saline health brand; Hydralyte, a leading rehydration brand in Australia, and Murine, which is our International eye care brand. Turning to page nine, we feature Gaviscon, our largest brand in Canada.

Gaviscon has grown steadily since we acquired the brand in 2012 and has become the number one brand in heartburn relief in Canada. We have introduced new products like pocket pouches, new flavors and enhanced our position at retail through the use of displays.

We have also expanded our communication to consumers with claims like 'begins working immediately' and 'number one selling heartburn relief' to better connect with consumers. All of this has driven strong growth and sets the stage for future success in Canada for the brand. Turning into slide 10, we have our two Australian key brands.

Fess and Hydralyte, are two of our three anchored brands marketed by our Care Pharma business in Australia. Both brands are the leaders in their category and have shown very impressive double-digit growth benefiting from a steady stream of innovation, new products, and brand building investments.

Turning to slide 11, we have our most broadly distributed brand, Murine. We have realized strong growth in our International distributed business for well over five years and it has largely been driven by the success of Murine in a number of markets.

Our International business partners with leading distributors in each local market and they execute brand building and marketing programs to grow the brand. As shown on the page, Murine, which is sometimes co-branded with Clear Eyes, is distributed across the globe with a broad product offering in many markets.

Whether we use a distributor or market the product ourselves, like we do in Australia and UK, brand building and new products play an important role in our growth. At this point, let me turn the discussion over to Dave, who will cover the financial results for the quarter..

Thank you, Ron, and good morning, everyone. Turning to slide 13, you see a summary of the solid revenue, profit and cash flow growth for the first quarter. Total revenue grew approximately 9% driven by positive organic growth and incremental sales from DenTek. Adjusted EBITDA was up 10% driven by the incremental sales from DenTek.

EPS was up 13.5% driven by the EBITDA growth and a 3% reduction in interest expense for the first quarter. Adjusted free cash flow was up 17% to $50 million, which was in line with the $50 million debt pay down we made in Q1.

Interest expense was down for the first quarter versus the prior year, despite net debt increasing over 3% at Q1 versus the prior year, reflecting the benefit of the term loan and bond refinancings we completed during fiscal 2016. Turning to slide 14, we have our consolidated first quarter results.

As a reminder, today's information includes adjusted results that are reconciled in our earnings release and in the attached reconciliation schedule. As I just mentioned, total revenue grew 9% for the quarter. Gross margin for Q1 came in at 58%, in line with our expectations.

A&P investment came in at 13.2% of total revenue for Q1, up over $1 million versus the prior-year first quarter. We continue to make brand building in our Invest for Growth portfolio a top priority. Adjusted G&A spending came in at 8.3% of total revenue, in line with the prior-year percentage.

Finally, our adjusted EPS increased 13.5% versus the prior year driven by double-digit EBITDA growth and lower interest expense based on the refinancings, I just mentioned. Turning to slide 15, we have the details of our cash flow for the first quarter.

We delivered over $50 million in adjusted free cash flow in Q1 and finished the quarter with net debt of $1.57 billion. This strong free cash flow allowed us to pay down $50 million of term loan debt in Q1, reducing our bank defined leverage ratio from 5 times at the end of Q4 to 4.8 times at the end of Q1.

Included on this page is $50 million of other non-cash operating items, which includes the non-cash loss on the sales of the three brands to Moberg, which closed on July 7. This non-cash loss after tax approximated $35 million for Q1.

Our continued strong free cash flow in the first quarter is generated from our industry leading and consistent EBITDA levels, low fixed asset spending due to our asset-light model and meaningful deferred tax benefits. Turning to slide 16, I am pleased to report that the DenTek integration is complete.

Given the company's focus on acquiring brands, Prestige has established a core competency around integrating businesses after they are acquired. All core functions including IT, finance, supply chain, regulatory, sales and marketing work together to ensure that the timelines for integration are clear and that people understand their deliverables.

DenTek is just the latest example of our timely integration of businesses we acquire. On slide 17, we have summarized the key points related to our divestiture of three of our Manage for Cash brands to Moberg Pharma in early July for $40 million in cash plus inventory.

This transaction will allow us to put more focus on our Invest for Growth portfolio and it moves Prestige towards the stated target of 85% of sales coming from the Invest for Growth brands. This injection of cash allows us to continue delivering the balance sheet in order to reduce interest expense and build acquisition capacity.

For the full year of fiscal 2017 outlook, we expect total net sales to be reduced by $17 million for the divested brands but we do not expect any significant impact on our adjusted EPS or adjusted free cash flow since the divested contribution margin is largely offset by reduced amortization expense from the sold brands, and reduced interest expense as we utilize the sale proceeds to pay down debt.

Thank you. I will now pass it back to Ron..

Thanks, Dave, turning to page 19, we have an update on our outlook for the year to reflect the sale of the three brands that closed at the beginning of our second fiscal quarter.

As Dave just described, the three brands divested had very little contribution to our adjusted EPS and adjusted cash flow outlook and, as a result, we are keeping our outlook unchanged for these items.

For sales, our outlook has been updated to reflect the $17 million in revenues that we expected from these brands for the remainder of the fiscal year. This results in an update of revenue growth for the year of plus 4% to plus 6% with first half growth of plus 5% to plus 7%, and second half at plus 2.5% to plus 4.5%.

Turning to page 20, we'll wrap up our prepared remarks before we open the call up for questions. Our first quarter results and M&A execution shows that our three-part strategy can continue to position the company for long-term success and shareholder value creation.

During the quarter, we realized strong consumption growth and market share gains in our Invest for Growth brands driven by our investments in digital marketing, new product development, and marketing initiatives aimed at healthcare professionals for Monistat and other brands.

In addition, we completed the DenTek integration and turned our sights on long-term brand building and marketing plans for the brand. We also moved further towards our long-term portfolio mix target by selling three non-core brands.

Finally, we delivered solid financial results including adjusted EPS growth of over 13% and delivered over $50 million of cash flow from operations, which allows us the resources to invest in our brands and build M&A capacity. Based on this, we continue to feel confident in our outlook for fiscal 2017 and our long-term opportunities.

With that let me turn the call over to the operator who will open the lines for questions..

Our first question is from Joe Altobello with Raymond James. Your line is open..

Thanks. Hey, guys, good morning..

Good morning, Joe..

I guess, first question I want to kind of talk about the slowdown in organic growth this quarter, you mentioned that you guys continued to ship below consumption in your core OTC or your Invest for Growth businesses.

How long do you think that'll continue to play out? And what are you thinking about the back half of the year in terms of retailer inventory reductions in your categories?.

Sure. So, first of all, Joe the organic growth we realized during the quarter really was in line with what we would expect. We did see two of our top 10 retailers slowdown in their order rates versus consumption. And this really isn't a new trend for us.

It's something we've been realizing for the last couple of years and something that we expect to continue but has been incorporated in the outlook for the year..

Okay, but just on that, you guys have talked about consolidation on the retail side as having an impact on organic sales this year and it sounds like most of that's going to happen in the second half.

Is that still the case?.

It is, right. For the big combination of the two drug retailers, it's anticipated in the second half of the year. But we continue to see reductions in inventory across our customer base..

Okay. And then in terms of the sale of the non-core brands, obviously, this does help you improve the portfolio.

Is that it, or do you guys intend to sell additional brands? Are there additional brands in the portfolio that you would look to sell at this point?.

Yeah. What we've been saying for quite a while now is that we're open to consider selling really any of the non-core OTC brands. And it really all depends on getting a fair value for them. And in the case of the three brands that we sold to Moberg, we felt good about the valuation, the acceleration and the delevering that helps us out.

It's going to reduce leverage by 0.1 point and it further moves us towards our targeted mix of 85% from Invest for Growth. So if we hear from individuals that are willing to pay up where it makes sense, we'll consider it..

Okay Just one last one for me. The $40 million that you got from Moberg, it sounds like the EBITDA contribution from these brands was pretty low. It sounds the multiple at least was pretty good.

Is that fair to say?.

The multiple was pretty good but the EBITDA margin was offset by around $3 million or so of depreciation and amortization. So the net income from those brands was fairly minimal..

Got it, okay. Great that's it for me. And, Dave, by the way, good luck in your new role. it was great working with you..

Thank you, Joe..

Take care..

Thank you. Our next question is from Steph Wissink with Piper Jaffray your line is open..

Hi. Good morning, everyone, and I would echo Joe's comments. Best of luck to you, Dave..

Thank you..

Just a question Ron for you. You emphasized International in the presentation this quarter.

Just talk a little bit more about what other brands in the portfolio you may have that have good International opportunity and how you think about that kind of 10%-ish of sales graduating over time? And then, the second question, just relates to your revenue guidance, the change with the business exit, through the brand exit, it looks like the second half portion is a bit more of a step down versus the first half.

So can you just give us some sensitivity around the seasonality of those businesses or if there is anything else factoring into the back half, a step down versus the front half? Thank you..

Sure. One of our other big International brands is Chloraseptic, which actually has fairly broad distribution. We think about the International part of the business pretty simply, which is, we look to have strong growth and actually growth above what we're realizing in North America over the long term.

We deal with it market-by-market and we look for places that we can make the right balance of investment and get a return on it through sales growth in those markets. And again, each quarter we like to call out and give some further insight into our brands and the activities we have going on.

And this quarter we wanted to call out the International part of the business. It's been performing very well for us and we wanted to give some insight into the brands behind that success. So that's why we called out International.

In terms of revenue growth and the split between the first half and the second half of the year, in the second half, specifically in the fourth quarter, we're going to start comping against DenTek, which will impact organic growth rates in the second half of the year.

And then the second part of it is we do have some impact on the cough/cold season in the second half of the year that can impact growth rates in the second half compared to the first half..

Thanks, Ron. Just one follow-up with respect to the Walgreens, Rite Aid and Boots consolidation. Is that an opportunity that eases your International expansion plans, just given it's a ubiquitous operating model now.

Does that help create opportunity in Europe, in particular, for growth?.

We actually have fairly strong distribution with Boots in the UK right now with Chloraseptic, Murine and DenTek, which the business is actually growing quite nicely for us over there. So we've already got well established distribution with Boots.

The other comment I'll have on really any of the retailers that have an International footprint is that buying decisions are really made locally. So you have to make the connections and win the distribution on a local basis..

Thank you..

And our next question is from Frank Camma with Sidoti. Your line is open..

Good morning, guys..

Great morning, Frank..

Good morning..

Hey, could you talk about where you are at strategically with Monistat and sort of the professional detailing? And you mentioned it briefly, but can you talk a little bit more like what inning you think you're at with that and how much more improvement you could see?.

Sure. We're in the very early innings of the Monistat healthcare professional detailing program. We kicked it off in the quarter ended December last year. So we haven't even been added a whole year yet. It is going to be a very long-term investment and proposition for us.

You have to get out there and win doctor by doctor, and it takes a lot more than just one call to educate the doctor on the benefits of Monistat versus the prescription that they've been used to providing to their patients. So, it's going to be a long-term process and we are very early on in that initiative, Frank..

Okay.

And the reason why I asked this question, I saw that the women's health as a category for you really didn't grow year-over-year, and I was wondering if you could just sort of comment on why that might be versus some of the other categories where you saw some strength?.

Sure. If you look at our consumption trends for the Invest for Growth portfolio, you'd see that during the quarter we were at roughly 3.5%. Last year we were like 8% or something like that. And the big driver was the incident level of yeast infections was actually minus 3% during the quarter. There is seasonality in yeast infections. So it was down 3%.

The prescription market was down 5% during the quarter. The good news is Monistat was flat during that period. So, we continue to feel very good about the initiatives in our approach to brand-building for Monistat where we can be flat in a market that is down 3% to 5%..

Sure..

That's the driver there. So Monistat from a shipment standpoint was down slightly during the quarter as well as versus last year. But, again, in a category that was down minus 3% to minus 5%..

Right.

So you – effectively you picked up market share?.

Yeah. We grew share. And, again, it validates, we feel, what we've got going on for initiatives in that space..

Great. Thanks. That's all I have for now..

Okay. Thank you, Frank..

Our next question is from Linda Loweiser with Biley (sic) [Linda B. Weiser with B. Riley]. Your line is open..

Hi. So, going back to page seven with your consumption and shipment data, maybe I'm confused about this but it does show that your shipments are ahead of consumption growth.

So when you make your comments about what you said about shipments being below consumption, do you mean when you include the non-core brands that's the case or can you just clarify what the data are showing?.

Yeah. I was commenting on for fiscal year 2015 and fiscal year 2016. So we had – both of those years' consumption was ahead of our shipments in. So my comment is we've had a long period of consumption outpacing shipments, right. We've had headwinds of retailers reducing inventory for a long time.

One quarter of shipments a point ahead of consumption hasn't affected the level of inventory at retail is what my comment was all about, Linda..

Okay. I get what you mean, because I seem to recall that shipments were ahead of consumption last quarter too, but not by a lot, just by a little bit.

So are you saying that this small gap between the two may continue and actually it maybe that the shipments are ahead of consumption, just for a while, as you rebuild that inventory at retail?.

No. We think that consumption will be in line or maybe even slightly ahead of shipments for fiscal 2017 because we expect some retailer consolidation and some other activities to put further pressure on reducing inventory at retail. And, again, we've included the impact of that in our expected outlook for the year..

Right, okay.

So can we still think of organic growth? I think the guidance you had given before was like 1.5% to 2.0% for the year, is that still reasonable or is that notched down a little bit?.

No. We continue to feel that organic growth will be in that range for the year..

Okay. And then on the divestiture, you referred to depreciation and amortization and interest expenses offsetting the contribution margin. But, I mean, on an EBITDA perspective, those two factors don't affect EBITDA. So there must be a reduction in EBITDA from divesting those brands, a small reduction for the year.

Is it that your upside in this quarter is offsetting the reduction or how should I think about that?.

Yeah. Linda, this is Dave. Yeah, I think that's fair. If you look at the contribution on this business and then you factor in the amortization, which Ron said, is about $3 million on an annual basis and then reduced interest expense, it's pretty much a wash..

Okay. And my understanding was that non-core brands don't receive as much A&P investments, so actually their margins can be sometimes a little strong. Is that not the case in with these divestitures or....

On average for our non-core that's true but for this specific group of brands the contribution margin was well below the average for the company for these brands..

Right..

Especially for PediaCare and Fiber Choice where we had been investing heavy both in trade and some A&P activity to try to get them back on growth trajectories..

Okay. I understand. And then, in terms of your longer-term strategic objective to get to the 85% in core brands, I mean, I think by my math that this divestiture gets you up to may be 83% or 82.5%, something like that. So you are getting....

Yeah. Just add it was about a point..

Yeah. So you are getting really close.

I mean, should we think even longer term like 90% or is that not something you want to talk about yet?.

Yeah. We haven't thought about setting another target outside of the 85% at this point..

Okay.

I guess, that's all for me unless you have – do you have an FX projection? If currencies stay where they are now, do you have an FX impact for the fiscal year, just for our modeling?.

Yeah. We haven't updated the estimate from the original amount of $7 million to $8 million..

Okay, thanks a lot..

Okay. Thank you, Linda..

Thank you..

Thank you. And our last question comes from Jon Andersen with William Blair. Your line is open..

Hey, guys, it's actually Luke on for Jon..

Good morning, Luke..

A couple of questions for us. So, first, on growth margin. It seems by segment it was kind of down across the board. Can you just kind of walk us through by segment what seems to be weighing on those and then in particular Household seems to especially weak. Thanks..

Yeah. So Household gross margins will fluctuate quarter-to-quarter based on the merchandising and promotional activity that we've got going on in any given quarter, right? For the Household business, it's all about winning at shelf and it's a price value proposition. So programs will fluctuate which will impact gross margin.

But in terms of the company's overall gross margin, we were very pleased with it at 58%. It's in line with the outlook that we have for the year, which we said would be between 57.5% and 58%.

The DenTek addition was slightly dilutive to gross margin, which is really one of the big drivers in gross margin change year-over-year from the 58% for last year to the 58% this year. But, in general, we feel good about gross margin in the first quarter..

Got it. And then on DenTek, can you just talk a little about the underlying category growth rates recently and maybe how that's changed over the past 12 months to 24 months or so. And then if you are seeing any new competitors entering the market or any more aggressive competitors in the market? Thanks..

We haven't seen any new entrants into the categories that we compete in with DenTek. There are a number of smaller brands that we compete against in. And I would say the dynamics in the category during the last two quarters that we've owned it have been fairly consistent with the long-term trends that we reviewed during our diligence for the business.

So, no real changes in the dynamics there and we continue to feel good about high-single digit growth for that category over time and DenTek's position within that space..

Got it. That's it for us. Thank you..

Okay, Luke. Thank you..

Thank you. And I'm not showing any further questions. So, I'll now turn the call back over to Mr. Lombardi for closing remarks..

Okay. Thanks everyone for joining and have a good day..

Ladies and gentlemen, this does conclude the program, and you may now disconnect. Everyone, have a great day..