Prestige Consumer Healthcare 8K Regulation FD Disclosure | PBH 27 Feb 06

Holdings Inc.

NYSE: PBH

Welcome

Forward Looking Statement

Statements in this presentation which are not historical facts,
including, without limitation, reporting financial guidance
for fiscal 2006 and fiscal 2007, are forward-looking statements within
the meaning of the Securities Litigation Reform Act of 1995.

These forward-looking statements involve risks, uncertainties and
assumptions that could cause actual outcomes and results to differ
materially from those stated or projected.

Business Overview

Operating Model

Financial Performance

Growth Opportunities

•

Competes in OTC, household and personal care segments

•

Uniquely strong and diversified brand portfolio with many brands having #1 or #2 market positions

•

Focus on smaller, less competitive “niche” categories and segments

•

Marketing and sales driven with particular focus on line and brand extensions

•

USA and Canada Concentration

•

Ability to make strategic acquisitions each year

•

Lean organization with emphasis on experience

•

Focus on core competencies; marketing, product development and customer relationships

•

Outsourced manufacturing, distribution and R&D

•

High margins with virtually no Capex

•

Organic growth of 5.5% annually since Fiscal 2002

•

EBITDA margin of over 35%, with high conversion to cash flow

•

15-year amortization tax shield reduces cash taxes by approximately $9 million per year

•

Free-cash-per-share higher than EPS

•

Organic growth driven by product innovation and line/category extensions

•

Extensions of brands internationally via new distribution and licensing

•

Robust pipeline of acquisitions

Operating
Model

Business
Overview

Financial
Performance

Growth
Opportunities

Company Overview

Business Overview

Operating Model

Financial Performance

Growth Opportunities

(1)

Rankings based on brand’s primary category

(2)

Based on IRI Dollar sales, adjusted for Wal-Mart and Dollar/club store sales

OTC

Household

Copper
Scrubber

Our Strong Portfolio of Brands

Business Overview

Operating Model

Financial Performance

Growth Opportunities

Latest 12 Months Net Sales: $294mm

(a)

Other brands include: Cutex, Denorex, Prell, Oxipor, Cloverine, Kerodex, Heet, Momentum, Percogesic, Outgro, Freezone, Mosco, Compoz, EZO, Zincon, and Private Label.

Note: Brand %’s are pro forma assuming full year sales of Chore Boy and The Doctor’s. Segment %’s are

based on reported sales.

Diversified Sales

Business Overview

Operating Model

Financial Performance

Growth Opportunities

Sales By Channel, Nine Months Ended 12/31/05

Top 10 Customers

Focus on Fastest Growing Channels
and Customers

Business Overview

Operating Model

Financial Performance

Growth Opportunities

Year

Brand Acquired

Revenue at Acquisition

1999		$8.0
2000		$40.0
2001		$25.0
2001		$85.0
2002		$51.0
2002		$15.0
2004		$17.0
2005		$14.0
2005		$13.0

($ in millions)

Proven Ability to Acquire

Business Overview

Operating Model

Financial Performance

Growth Opportunities

Core Brand

Extension

	Freeze Off, Invisible Strips
	Strips, Pocket Pal
	Clear Eyes Dry Eyes, Triple Action
	Redness, Homeopathic (eye & ear)
	Twister, Essential Care Pads
	Scar Therapy
	Comet Cream, Lavender Powder
	Sprays, Lavender
	Colic
	Poison Ivy Treatment

Proven Ability to Grow by Brand Extension

Business Overview

Operating Model

Financial Performance

Growth Opportunities

Brand Investment as % of Net Sales ⁽¹⁾

LTM 12/31/05 Marketing Spend

(1)

Reported net sales for the twelve months ending 3/31/05 and 12/31/2005.

Investment in Brand Equity

Business Overview

Operating Model

Financial Performance

Growth Opportunities

Unique Operating Model

• Hands-on senior management with 25+ years experience per manager; middle

management also deeply experienced

• Manufacturing done by large, experienced 3rd parties – P&G, Abbott, Amway, Vijon,

Humco.

Competitive industry insures cost efficiency and backup

Cost variable with sales

• Distribution done by 3rd party at dedicated facility

Also variable with sales

• R&D done by current and prospective contract manufacturer

Usually on “spec” as new business effort

Focused and directed by Prestige Management

• Established platform enables efficient integration of acquisitions with minimal

incremental cost

Reduces total G&A as % of sales

Sales brokerage efficiency

Business Overview

Operating Model

Financial Performance

Growth Opportunities

Industry Leading Margins and
Capital Efficiency

Note: Prestige as of 12/31/05 and pro forma EBITDA and Free Cash Flow.
All other companies are as per most recent annual report filings.

Business Overview

Operating Model

Financial Performance

Growth Opportunities

(1) Assumes acquisitions of Medtech and Denorex (predecessor companies), Bonita Bay and

Spic and Span occurred as of 4/1/2001. Bonita Bay and Spic and Span net sales represent

previous calendar year results for FY02 through FY03.

Pro forma Results Through December 2005

Net Sales ⁽¹⁾

($ in millions)

Strong and Consistent Historical
Top Line Growth

Business Overview

Operating Model

Financial Performance

Growth Opportunities

($ in millions)

11%

-1%

Net Sales ⁽¹⁾

(1) Assumes acquisitions of Medtech and Denorex (predecessor companies), Bonita Bay and

Spic and Span occurred as of 4/1/2001. Bonita Bay and Spic and Span net sales represent

previous calendar year results for FY02 through FY03.

Pro forma Results Through December 2005

Strong Organic Growth

Business Overview

Operating Model

Financial Performance

Growth Opportunities

Capitalization

Flexible Capital Structure

Business Overview

Operating Model

Financial Performance

Growth Opportunities

•

Asset acquisitions created $529.5mm deductible tax asset

Amortizable over 15 years

PF LTM 12/05

$ 36.6 Book Pre-Tax Income

15.6 Book Provision for Income Taxes

20.9 Book Net Income

30.1

+9.2 Cash Tax Shield from Incremental Tax Amortization

“Cash Net Income”

Cash Taxes Substantially Below Book Taxes

Business Overview

Operating Model

Financial Performance

Growth Opportunities

FY 2005

TTM

12/31/2005

($ in millions)

Cash Flows Higher Than Basic Net Income

Business Overview

Operating Model

Financial Performance

Growth Opportunities

Current Examples

Comet Cream

Murine
Homeopathic

Compound W
Foot Care Kit

Little Remedies
Colic + New Kit

Organic Growth Driven by
Product Innovation

Business Overview

Operating Model

Financial Performance

Growth Opportunities

Canada

Other International

•

New items in existing geography

•

New geographies

•

Licensing

International

Business Overview

Operating Model

Financial Performance

Growth Opportunities

Existing Market

New Market

USA,
Canada

Venezuela

Central
America

South Africa

Australia

Malaysia

Saudi Arabia

Lebanon

United
Kingdom

Mexico

Singapore

Central
Eastern
Europe and
Middle East
and Africa

New Geographies

Business Overview

Operating Model

Financial Performance

Growth Opportunities

Acquisition Criteria

• OTC or household categories – bias towards OTC

• Must be growable

• Accretive in year 1

• National distribution

• Consumer awareness

• Revenues $15m -$100m

• Valuation based on pro-forma trailing numbers

Pro-forma reflects synergies, proper A&P levels, etc

Business Overview

Operating Model

Financial Performance

Growth Opportunities

Business Model and Outlook

• Long Term Business Outlook

Continued organic revenue growth from:

•

Market share gains

•

Line extension and new category expansion

•

Geographic expansion

Modest operating margin improvement

De-leveraging

Strategic Acquisitions

Business Overview

Operating Model

Financial Performance

Growth Opportunities

What Does This Mean for the March 2006 Quarter?

• We expect to post a mid-single digit revenue increase

with both net income and EPS growing more rapidly

• We expect free cash flow higher than reported net book

income

Business Overview

Operating Model

Financial Performance

Growth Opportunities

Looking Ahead to FY ’07

• We expect total revenues to grow in the high single

digits, with organic growth contributing to that overall

performance

• We expect net income growth in excess of revenue

growth as a result of deleveraging and modest operating

profit margin improvement

• We expect FCF to be better than reported net income

• We expect acquisitions will be incremental to that outlook

• In short, we expect a better and more stable year

Holdings Inc.

NYSE: PBH

THANK YOU

Prestige Consumer Healthcare (PBH) 8-KRegulation FD Disclosure