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UNITED STATES SECURITIES AND EXCHANGE COMMISSION     
Washington, D.C. 20549

FORM 10-Q
(Mark One)                                     
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2023
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to _____

Commission File Number: 001-32433
pch03.jpg

PRESTIGE CONSUMER HEALTHCARE INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 20-1297589
(State or Other Jurisdiction of
Incorporation or Organization)
 (I.R.S. Employer Identification No.)
660 White Plains Road
Tarrytown, New York 10591
(Address of Principal Executive Offices) (Zip Code)
(914) 524-6800
(Registrant's Telephone Number, Including Area Code)
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.01 per sharePBHNew York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes       No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.  
Large Accelerated Filer Accelerated Filer
Non-Accelerated Filer Smaller Reporting Company
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes  No
As of October 27, 2023, there were 49,618,585 shares of common stock outstanding.



Prestige Consumer Healthcare Inc.
Form 10-Q
Index

PART I.FINANCIAL INFORMATION 
   
Item 1.Financial Statements
 Condensed Consolidated Statements of Income and Comprehensive Income for the three and six months ended September 30, 2023 and 2022 (unaudited)
 Condensed Consolidated Balance Sheets as of September 30, 2023 and March 31, 2023 (unaudited)
Condensed Consolidated Statements of Changes in Stockholders' Equity for the three and six months ended September 30, 2023 and 2022 (unaudited)
 Condensed Consolidated Statements of Cash Flows for the three and six months ended September 30, 2023 and 2022 (unaudited)
 Notes to Condensed Consolidated Financial Statements (unaudited)
  
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations
  
Item 3.Quantitative and Qualitative Disclosures About Market Risk
  
Item 4.Controls and Procedures
  
PART II.OTHER INFORMATION
  
Item 1A.Risk Factors
Item 5.Other Information
Item 6.Exhibits
  
 Signatures
  

TRADEMARKS AND TRADE NAMES
Trademarks and trade names used in this Quarterly Report on Form 10-Q are the property of Prestige Consumer Healthcare Inc. or its subsidiaries, as the case may be.  We have italicized our trademarks or trade names when they appear in this Quarterly Report on Form 10-Q.
-1-


PART I.    FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

Prestige Consumer Healthcare Inc.
Condensed Consolidated Statements of Income and Comprehensive Income
(Unaudited)
 Three Months Ended September 30, Six Months Ended September 30,
(In thousands, except per share data)2023202220232022
Revenues
Net sales$286,307 $289,264 $565,606 $566,288 
Other revenues9 9 19 44 
Total revenues286,316 289,273 565,625 566,332 
Cost of Sales    
Cost of sales excluding depreciation124,324 126,384 246,978 241,380 
Cost of sales depreciation1,972 1,880 3,954 3,824 
Cost of sales126,296 128,264 250,932 245,204 
Gross profit160,020 161,009 314,693 321,128 
Operating Expenses    
Advertising and marketing40,102 43,819 76,333 83,770 
General and administrative25,997 26,438 53,684 53,152 
Depreciation and amortization5,671 6,368 11,232 12,808 
Total operating expenses71,770 76,625 141,249 149,730 
Operating income88,250 84,384 173,444 171,398 
Other expense  
Interest expense, net17,606 16,979 35,325 32,271 
Other (income) expense, net229 812 (1,009)1,637 
Total other expense, net17,835 17,791 34,316 33,908 
Income before income taxes70,415 66,593 139,128 137,490 
Provision for income taxes16,856 15,570 32,293 31,195 
Net income $53,559 $51,023 $106,835 $106,295 
Earnings per share:  
Basic$1.08 $1.02 $2.15 $2.12 
Diluted$1.07 $1.02 $2.13 $2.11 
Weighted average shares outstanding:  
Basic49,687 49,804 49,727 50,033 
Diluted50,081 50,265 50,138 50,496 
Comprehensive income, net of tax:
Currency translation adjustments(3,784)(7,118)(4,430)(16,637)
Net loss on termination of pension plan   (790)
Total other comprehensive loss(3,784)(7,118)(4,430)(17,427)
Comprehensive income $49,775 $43,905 $102,405 $88,868 
See accompanying notes.
-2-



Prestige Consumer Healthcare Inc.
Condensed Consolidated Balance Sheets
(Unaudited)

(In thousands)September 30, 2023March 31, 2023
Assets
Current assets
Cash and cash equivalents$60,067 $58,489 
Accounts receivable, net of allowance of $21,994 and $20,205, respectively
158,456 167,016 
Inventories161,283 162,121 
Prepaid expenses and other current assets8,392 4,117 
Total current assets388,198 391,743 
Property, plant and equipment, net70,700 70,412 
Operating lease right-of-use assets12,134 14,923 
Finance lease right-of-use assets, net2,870 4,200 
Goodwill526,860 527,553 
Intangible assets, net2,328,250 2,341,893 
Other long-term assets3,862 3,005 
Total Assets$3,332,874 $3,353,729 
Liabilities and Stockholders' Equity  
Current liabilities  
Accounts payable44,381 62,743 
Accrued interest payable15,635 15,688 
Operating lease liabilities, current portion6,732 6,926 
Finance lease liabilities, current portion2,876 2,834 
Other accrued liabilities60,080 72,524 
Total current liabilities129,704 160,715 
Long-term debt, net1,262,972 1,345,788 
Deferred income tax liabilities388,481 380,434 
Long-term operating lease liabilities, net of current portion6,644 9,876 
Long-term finance lease liabilities, net of current portion218 1,667 
Other long-term liabilities8,896 8,165 
Total Liabilities1,796,915 1,906,645 
Commitments and Contingencies — Note 14
 
Stockholders' Equity  
Preferred stock - $0.01 par value
  
Authorized - 5,000 shares
  
Issued and outstanding - None
  
Common stock - $0.01 par value
  
Authorized - 250,000 shares
  
Issued - 55,291 shares at September 30, 2023 and 54,857 shares at March 31, 2023
552 548 
Additional paid-in capital552,369 535,356 
Treasury stock, at cost - 5,680 shares at September 30, 2023 and 5,165 shares at March 31, 2023
(219,661)(189,114)
Accumulated other comprehensive loss, net of tax(35,994)(31,564)
Retained earnings1,238,693 1,131,858 
Total Stockholders' Equity1,535,959 1,447,084 
Total Liabilities and Stockholders' Equity$3,332,874 $3,353,729 
 See accompanying notes.
-3-


Prestige Consumer Healthcare Inc.
Condensed Consolidated Statements of Changes in Stockholders' Equity
(Unaudited)
Three Months Ended September 30, 2023
Common StockAdditional Paid-in CapitalTreasury StockAccumulated
Other
Comprehensive
(Loss)
Retained
Earnings
Totals
(In thousands)SharesPar
Value
SharesAmount
Balances at June 30, 202355,220 $552 $546,526 5,680 $(219,707)$(32,210)$1,185,134 $1,480,295 
Stock-based compensation— — 3,688 — — — — 3,688 
Exercise of stock options58  2,155 — — — — 2,155 
Issuance of shares related to restricted stock13 — — — — — — — 
Treasury share repurchases— — — — 46 — — 46 
Net income— — — — — — 53,559 53,559 
Comprehensive loss— — — — — (3,784)— (3,784)
Balances at September 30, 202355,291 $552 $552,369 5,680 $(219,661)$(35,994)$1,238,693 $1,535,959 
Three Months Ended September 30, 2022
Common StockAdditional Paid-in CapitalTreasury StockAccumulated
Other
Comprehensive (Loss)
Retained
Earnings
Totals
(In thousands)SharesPar
Value
SharesAmount
Balances at June 30, 202254,690 $547 $520,926 4,928 $(176,825)$(29,341)$1,269,436 $1,584,743 
Stock-based compensation— — 3,466 — — — — 3,466 
Treasury share repurchases— — — 236 (12,273)— — (12,273)
Net income— — — — — — 51,023 51,023 
Comprehensive loss— — — — — (7,118)— (7,118)
Balances at September 30, 202254,690 $547 $524,392 5,164 $(189,098)$(36,459)$1,320,459 $1,619,841 
-4-


Six Months Ended September 30, 2023
Common StockAdditional Paid-in CapitalTreasury StockAccumulated
Other
Comprehensive (Loss)
Retained
Earnings
Totals
(In thousands)SharesPar
Value
SharesAmount
Balances at March 31, 202354,857 $548 $535,356 5,165 $(189,114)$(31,564)$1,131,858 $1,447,084 
Stock-based compensation— — 7,834 — — — — 7,834 
Exercise of stock options231 2 9,181 — — — — 9,183 
Issuance of shares related to restricted stock203 2 (2)— — — —  
Treasury share repurchases— — — 515 (30,547)— — (30,547)
Net income— — — — — — 106,835 106,835 
Comprehensive loss— — — — — (4,430)— (4,430)
Balances at September 30, 202355,291 $552 $552,369 5,680 $(219,661)$(35,994)$1,238,693 $1,535,959 

Six Months Ended September 30, 2022
Common StockAdditional Paid-in CapitalTreasury StockAccumulated
Other
Comprehensive
(Loss)
Retained
Earnings
Totals
(In thousands)SharesPar
Value
SharesAmount
Balances at March 31, 202254,430 $544 $515,583 4,151 $(133,648)$(19,032)$1,214,164 $1,577,611 
Stock-based compensation— — 7,323 — — — — 7,323 
Exercise of stock options39 1 1,488 — — — — 1,489 
Issuance of shares related to restricted stock221 2 (2)— — — —  
Treasury share repurchases— — — 1,013 (55,450)— — (55,450)
Net income— — — — — — 106,295 106,295 
Comprehensive loss— — — — — (17,427)— (17,427)
Balances at September 30, 202254,690 $547 $524,392 5,164 $(189,098)$(36,459)$1,320,459 $1,619,841 
See accompanying notes.

-5-



Prestige Consumer Healthcare Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
 Six Months Ended September 30,
(In thousands)2023 2022
Operating Activities 
Net income $106,835  $106,295 
Adjustments to reconcile net income to net cash provided by operating activities:  
Depreciation and amortization15,186  16,632 
Loss on disposal of property and equipment191 94 
Deferred income taxes9,721  4,211 
Amortization of debt origination costs2,302  1,798 
Stock-based compensation costs7,834  7,323 
Non-cash operating lease cost2,816 2,984 
Other 447 
Changes in operating assets and liabilities:  
Accounts receivable4,415  (8,276)
Inventories223  (21,810)
Prepaid expenses and other current assets(3,814) (1,501)
Accounts payable(18,820) 1,016 
Accrued liabilities(11,764) 9,788 
Operating lease liabilities(3,493)(3,201)
Other(1,085)(13)
Net cash provided by operating activities110,547  115,787 
Investing Activities   
Purchases of property, plant and equipment(4,411) (3,423)
Other3,800  
Net cash provided by (used in) investing activities(611) (3,423)
Financing Activities   
Term loan repayments(85,000)(40,000)
Borrowings under revolving credit agreement 20,000 
Repayments under revolving credit agreement (20,000)
Payments of finance leases(1,403)(1,369)
Proceeds from exercise of stock options9,183 1,489 
Fair value of shares surrendered as payment of tax withholding(5,508)(5,450)
Repurchase of common stock(25,000)(50,000)
Net cash used in financing activities(107,728) (95,330)
Effects of exchange rate changes on cash and cash equivalents(630)(1,777)
Increase (decrease) in cash and cash equivalents1,578  15,257 
Cash and cash equivalents - beginning of period58,489  27,185 
Cash and cash equivalents - end of period$60,067  $42,442 
Interest paid$33,706  $19,016 
Income taxes paid$25,118  $15,689 
                                                                                                
See accompanying notes.
-6-


Prestige Consumer Healthcare Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)

1.    Business and Basis of Presentation

Nature of Business
Prestige Consumer Healthcare Inc. (referred to herein as the “Company” or “we,” which reference shall, unless the context requires otherwise, be deemed to refer to Prestige Consumer Healthcare Inc. and all of its direct and indirect 100% owned subsidiaries on a consolidated basis) is engaged in the development, manufacturing, marketing, sales and distribution of over-the-counter (“OTC”) healthcare products to mass merchandisers, drug, food, dollar, convenience and club stores and e-commerce channels in North America (the United States and Canada) and in Australia and certain other international markets.  Prestige Consumer Healthcare Inc. is a holding company with no operations and is also the parent guarantor of the senior credit facility and the senior notes described in Note 7 to these Condensed Consolidated Financial Statements.

Economic Environment
There has been economic uncertainty in the United States and globally due to several factors, including global supply chain constraints, rising interest rates, a high inflationary environment and geopolitical events. We expect economic conditions will continue to be highly volatile and uncertain, put pressure on prices and supply, and could affect demand for our products. We have continued to see changes in the purchasing patterns of our consumers, including a reduction in the frequency of visits to retailers and a shift in many markets to purchasing our products online.

The volatile environment has impacted the supply of labor and raw materials and exacerbated rising input costs. Although we have not experienced a material disruption to our overall supply chain to date, we have and may continue to experience shortages, delays and backorders for certain ingredients and products, difficulty scheduling shipping for our products, as well as price increases from many of our suppliers for both shipping and product costs. In addition, labor shortages have impacted our manufacturing operations and may impact our ability to supply certain products to our customers. To date, these global conditions have not had a material negative impact on our operations, supply chain, overall costs or demand for most of our products or resulting aggregate sales and earnings, and, as such, it has also not materially negatively impacted our liquidity position. We continue to generate operating cash flows to meet our short-term liquidity needs. These circumstances could change, however, in this dynamic environment. If conditions cause further disruption in the global supply chain, the availability of labor and materials or otherwise further increase costs, it may materially affect our operations and those of third parties on which we rely, including causing material disruptions in the supply and distribution of our products. The extent to which these conditions impact our results and liquidity will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning global supply chain constraints, the high inflationary environment, global instability and the potential for further outbreaks of severe illnesses. These effects could have a material adverse impact on our business, liquidity, capital resources, and results of operations and those of the third parties on which we rely.

Basis of Presentation
The unaudited Condensed Consolidated Financial Statements presented herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting and the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.  All significant intercompany transactions and balances have been eliminated in consolidation.  In the opinion of management, these Condensed Consolidated Financial Statements include all adjustments, consisting of normal recurring adjustments, that are considered necessary for a fair statement of our consolidated financial position, results of operations and cash flows for the interim periods presented.  Our fiscal year ends on March 31st of each year. References in these Condensed Consolidated Financial Statements or related notes to a year (e.g., 2024) mean our fiscal year ending or ended on March 31st of that year. Operating results for the six months ended September 30, 2023 are not necessarily indicative of results that may be expected for the fiscal year ending March 31, 2024.  These unaudited Condensed Consolidated Financial Statements and related notes should be read in conjunction with our audited Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2023.

-7-


Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period.  Although these estimates are based on our knowledge of current events and actions that we may undertake in the future, actual results could differ from those estimates. Our most significant estimates include those made in connection with the valuation of intangible assets, stock-based compensation, fair value of debt, sales returns and allowances, trade promotional allowances, inventory obsolescence, and accounting for income taxes and related uncertain tax positions.  

Recently Adopted Accounting Pronouncements

In October 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU requires entities to apply Topic 606 to recognize and measure contract assets and liabilities in a business combination. This ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We adopted this standard effective April 1, 2023. The impact of the adoption of this new standard will depend on the magnitude of future acquisitions.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting and also issued subsequent amendments to the initial guidance (collectively, "Topic 848"). In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which extends the period of time preparers can utilize the reference rate reform relief guidance in Topic 848. Topic 848 provides optional guidance for contract modifications and certain hedging relationships associated with the transition from reference rates that are expected to be discontinued. On April 4, 2023, we entered into Amendment No. 8 ("ABL Amendment No. 8") to the Company's asset-based revolving credit facility originally entered into on January 31, 2012 (the "2012 ABL Revolver"). ABL Amendment No. 8 provides for the replacement of LIBOR with Secured Overnight Financing Rate ("SOFR") as our reference rate. On June 12, 2023, we entered into Amendment No. 7 ("Term Loan Amendment No. 7") to the Company’s term loan originally entered into on January 31, 2012 (the “2012 Term Loan”), effective July 1, 2023. Term Loan Amendment No. 7 provides for the replacement of LIBOR with SOFR as our reference rate. Effective July 1, 2023, we have transitioned all discontinued reference rates to SOFR. The adoption of the standard did not have a material impact on our Consolidated Financial Statements.
There were no other accounting pronouncements issued but not yet adopted by us that are expected to have a material impact on our Consolidated Financial Statements.

2.     Inventories

Inventories consist of the following:
(In thousands)September 30, 2023March 31, 2023
Components of Inventories
Packaging and raw materials$22,742 $20,634 
Work in process233 220 
Finished goods138,308 141,267 
Inventories$161,283 $162,121 

Inventories are carried and depicted above at the lower of cost or net realizable value, which includes a reduction in inventory values of $6.0 million at September 30, 2023 and $5.8 million at March 31, 2023 related to obsolete and slow-moving inventory.

-8-


3.    Goodwill

A reconciliation of the activity affecting goodwill by operating segment is as follows:
(In thousands)North American OTC
Healthcare
International OTC
Healthcare
Consolidated
Balance - March 31, 2023
Goodwill$711,452 $30,204 $741,656 
Accumulated impairment loss(212,516)(1,587)(214,103)
Balance - March 31, 2023498,936 28,617 527,553 
Effects of foreign currency exchange rates (693)(693)
Balance - September 30, 2023
Goodwill711,452 29,511 740,963 
Accumulated impairment loss(212,516)(1,587)(214,103)
Balance - September 30, 2023$498,936 $27,924 $526,860 

The date of our annual impairment review was February 28, 2023, and we recorded impairment charges to goodwill of $48.8 million in our March 31, 2023 financial statements. The estimates and assumptions made in assessing the fair value of our reporting units and the valuation of the underlying assets and liabilities are inherently subject to significant uncertainties related to future sales, gross margins, and advertising and marketing expenses, which can be impacted by increases in competition, changing consumer preferences, technical advances, supply chain constraints, labor shortages, and inflation. The discount rate assumption may be influenced by such factors as changes in interest rates and rates of inflation, which can have an impact on the determination of fair value. If these assumptions are adversely affected, we may be required to record impairment charges in the future. As of September 30, 2023, we determined no events have occurred that would indicate potential impairment of goodwill.

4.    Intangible Assets, net

A reconciliation of the activity affecting intangible assets, net is as follows:
(In thousands)Indefinite-
Lived
Trademarks
Finite-Lived
Trademarks and Customer Relationships
Totals
Gross Carrying Amounts
Balance — March 31, 2023$2,168,902 $411,118 $2,580,020 
Effects of foreign currency exchange rates(3,082)(785)(3,867)
Balance — September 30, 2023$2,165,820 $410,333 $2,576,153 
    
Accumulated Amortization   
Balance — March 31, 2023$— $238,127 $238,127 
Additions— 9,900 9,900 
Effects of foreign currency exchange rates— (124)(124)
Balance — September 30, 2023$— $247,903 $247,903 
Intangible assets, net - September 30, 2023$2,165,820 $162,430 $2,328,250 

Amortization expense was $4.9 million and $9.9 million for the three and six months ended September 30, 2023, respectively, and $5.6 million and $11.3 million for the three and six months ended September 30, 2022, respectively.  

Finite-lived intangible assets are expected to be amortized over their estimated useful life, which ranges from a period of 10 to 25 years, and the estimated amortization expense for each of the five succeeding years and the periods thereafter is as follows (in thousands):

-9-


(In thousands)
Year Ending March 31,Amount
2024 (remaining six months ended March 31, 2024)$9,866 
202518,061 
202616,110 
202714,519 
202812,183 
Thereafter91,691 
$162,430 

The date of our annual impairment review was February 28, 2023, and we recorded impairment charges to intangible assets of $321.4 million in our March 31, 2023 financial statements. The assumptions subject to significant uncertainties in the impairment analysis include the discount rate utilized in the analysis, as well as future sales, gross margins, and advertising and marketing expenses. The discount rate assumption may be influenced by such factors as changes in interest rates and rates of inflation, which can have an impact on the determination of fair value. Additionally, should the related fair values of intangible assets be adversely affected as a result of declining sales or margins caused by competition, changing consumer needs or preferences, technological advances, changes in advertising and marketing expenses, or the potential impacts of supply chain constraints, labor shortages, or inflation, we may be required to record impairment charges in the future. As of September 30, 2023, no events have occurred that would indicate potential impairment of intangible assets.

5.    Leases

We lease real estate and equipment for use in our operations.

The components of lease expense for the three and six months ended September 30, 2023 and 2022 were as follows:
Three Months Ended September 30, Six Months Ended September 30,
(In thousands)2023202220232022
Finance lease cost:
     Amortization of right-of-use assets$664 $664 $1,329 $1,329 
     Interest on lease liabilities24 45 54 95 
Operating lease cost1,624 1,617 3,248 3,251 
Short term lease cost34 51 67 85 
Variable lease cost16,941 17,016 33,397 29,015 
Total net lease cost$19,287 $19,393 $38,095 $33,775 

As of September 30, 2023, the maturities of lease liabilities were as follows:
(In thousands)
Year Ending March 31,Operating LeasesFinance
Lease
Total
2024 (remaining six months ending March 31, 2024)$3,564 $1,461 $5,025 
20254,810 1,509 6,319 
20262,328 96 2,424 
20271,913 80 1,993 
20281,433  1,433 
Thereafter254  254 
Total undiscounted lease payments14,302 3,146 17,448 
Less amount of lease payments representing interest(926)(52)(978)
Total present value of lease payments$13,376 $3,094 $16,470 

-10-


The weighted average remaining lease term and weighted average discount rate were as follows:
September 30, 2023
Weighted average remaining lease term (years)
Operating leases3.02
Finance leases1.23
Weighted average discount rate
Operating leases3.62 %
Finance leases2.94 %

6.    Other Accrued Liabilities

Other accrued liabilities consist of the following:
(In thousands)September 30, 2023March 31, 2023
Accrued marketing costs$26,512 $30,471 
Accrued compensation costs8,232 14,292 
Accrued broker commissions2,210 1,767 
Income taxes payable8,160 10,645 
Accrued professional fees4,323 4,254 
Accrued production costs6,003 5,700 
Other accrued liabilities4,640 5,395 
$60,080 $72,524 

7.    Long-Term Debt

Long-term debt consists of the following, as of the dates indicated:

(In thousands, except percentages)September 30, 2023March 31, 2023
2021 Senior Notes bearing interest at 3.750%, with interest payable on April 1 and October 1 of each year. The 2021 Senior Notes mature on April 1, 2031.
$600,000 $600,000 
2019 Senior Notes bearing interest at 5.125%, with interest payable on January 15 and July 15 of each year. The 2019 Senior Notes mature on January 15, 2028.
400,000 400,000 
2012 Term B-5 Loans bearing interest at the Borrower's option at either LIBOR plus a margin of 2.00%, with a LIBOR floor of 0.50%, or an alternate base rate plus a margin of 1.00% per annum (at March 31, 2023) and SOFR plus a margin of 2.00% plus a credit spread adjustment (at September 30, 2023), due on July 1, 2028.
275,000 360,000 
Long-term debt1,275,000 1,360,000 
Less: unamortized debt costs(12,028)(14,212)
Long-term debt, net$1,262,972 $1,345,788 

At September 30, 2023, we had no balance outstanding on the 2012 ABL Revolver and a borrowing capacity of $171.2 million.

On April 4, 2023, we entered into Amendment No. 8 to the 2012 ABL Revolver. ABL Amendment No. 8 provides for the replacement of LIBOR with SOFR as our reference rate.
On June 12, 2023, we entered into Term Loan Amendment No. 7 to the Company’s 2012 Term Loan, effective July 1, 2023. Term Loan Amendment No. 7 provides for the replacement of LIBOR with SOFR as our reference rate.

As of September 30, 2023, aggregate future principal payments required in accordance with the terms of the 2012 Term B-5 Loans under the 2012 Term Loan, the 2012 ABL Revolver and the indentures governing the senior unsecured notes due 2031 (the "2021 Senior Notes") and the senior unsecured notes due 2028 (the "2019 Senior Notes") are as follows:
-11-


(In thousands)
Year Ending March 31,Amount
2024 (remaining six months ending March 31, 2024)$ 
2025 
2026 
2027 
2028400,000 
Thereafter875,000 
$1,275,000 


8.    Fair Value Measurements
For certain of our financial instruments, including cash, accounts receivable, accounts payable and other current liabilities, the carrying amounts approximate their respective fair values due to the relatively short maturity of these amounts.

FASB Accounting Standards Codification ("ASC") 820, Fair Value Measurements, requires fair value to be determined based on the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market assuming an orderly transaction between market participants. ASC 820 established market (observable inputs) as the preferred source of fair value, to be followed by our assumptions of fair value based on hypothetical transactions (unobservable inputs) in the absence of observable market inputs. Based upon the above, the following fair value hierarchy was created:

Level 1 - Quoted market prices for identical instruments in active markets;

Level 2 - Quoted prices for similar instruments in active markets, as well as quoted prices for identical or similar instruments in markets that are not considered active; and

Level 3 - Unobservable inputs developed by us using estimates and assumptions reflective of those that would be utilized by a market participant.

The market values have been determined based on market values for similar instruments adjusted for certain factors. As such, the 2021 Senior Notes, the 2019 Senior Notes, the 2012 Term B-5 Loans, and the 2012 ABL Revolver are measured in Level 2 of the above hierarchy. The summary below details the carrying amounts and estimated fair values of these instruments at September 30, 2023 and March 31, 2023.
September 30, 2023March 31, 2023
(In thousands)Carrying ValueFair ValueCarrying ValueFair Value
2019 Senior Notes400,000 373,000 400,000 383,500 
2021 Senior Notes600,000 482,250 600,000 510,750 
2012 Term B-5 Loans275,000 275,000 360,000 359,550 

At September 30, 2023 and March 31, 2023, we did not have any assets or liabilities measured in Level 1 or 3.

9.    Stockholders' Equity

We are authorized to issue 250.0 million shares of common stock, $0.01 par value per share, and 5.0 million shares of preferred stock, $0.01 par value per share.  The Board of Directors may direct the issuance of the undesignated preferred stock in one or more series and determine preferences, privileges and restrictions thereof.

Each share of common stock has the right to one vote on all matters submitted to a vote of stockholders.  The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the Board of Directors, subject to prior rights of holders of all classes of outstanding stock having priority rights as to dividends.  No dividends have been declared or paid on our common stock through September 30, 2023.

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On May 2, 2023, the Company's Board of Directors authorized the repurchase of up to $25.0 million of the Company's issued and outstanding common stock through May 31, 2024, utilizing open market transactions, transactions structured through investment banking institutions, in privately-negotiated transactions, by direct purchases of common stock or a combination of the foregoing in compliance with the applicable rules and regulations of the Securities and Exchange Commission. We completed the repurchase in the first quarter of fiscal 2024.

During the three and six months ended September 30, 2023 and 2022, we repurchased shares of our common stock and recorded them as treasury stock. Our share repurchases consisted of the following:

Three Months Ended September 30, Six Months Ended September 30,
2023202220232022
Shares repurchased pursuant to the provisions of the various employee restricted stock awards:
Number of shares  88,953 99,219 
Average price per share$ $ $61.92$54.94
Total amount repurchased$ $ $5.5 million$5.5 million
Shares repurchased in conjunction with our share repurchase program:
Number of shares 236,681 426,479 914,236 
Average price per share$ $51.85 $58.62$54.69
Total amount repurchased$ $12.3 million$25.0 million$50.0 million


10.    Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss consisted of the following at September 30, 2023 and March 31, 2023:

(In thousands)September 30, 2023March 31, 2023
Components of Accumulated Other Comprehensive Loss 
Cumulative translation adjustment$(36,710) $(32,280)
Unrecognized net gain on pension plans, net of tax of $(214) and $(214), respectively
716 716 
Accumulated other comprehensive loss, net of tax$(35,994) $(31,564)

As of September 30, 2023 and March 31, 2023, no amounts were reclassified from accumulated other comprehensive loss into earnings.


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11.    Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share:
Three Months Ended September 30, Six Months Ended September 30,
(In thousands, except per share data)2023202220232022
Numerator
Net income $53,559 $51,023 $106,835 $106,295 
   
Denominator  
Denominator for basic earnings per share — weighted average shares outstanding49,687 49,804 49,727 50,033 
Dilutive effect of unvested restricted stock units and options issued to employees and directors394 461 411 463 
Denominator for diluted earnings per share50,081 50,265 50,138 50,496 
   
Earnings per Common Share:  
Basic earnings per share$1.08 $1.02 $2.15 $2.12 
   
Diluted earnings per share$1.07 $1.02 $2.13 $2.11 

For the three months ended September 30, 2023 and 2022, there were 0.3 million and 0.4 million shares, respectively, attributable to outstanding stock-based awards that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. For the six months ended September 30, 2023 and 2022, there were 0.3 million and 0.4 million shares, respectively, attributable to outstanding stock-based awards that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.

12.    Stock-Based Compensation

In connection with our initial public offering, the Board of Directors adopted the 2005 Long-Term Equity Incentive Plan (the “2005 Plan”), which provided for grants of up to a maximum of 5.0 million shares of restricted stock, stock options, restricted stock units ("RSUs") and other equity-based awards. In June 2014, the Board of Directors approved, and in July 2014, our stockholders ratified, an increase of an additional 1.8 million shares of our common stock for issuance under the 2005 Plan, among other changes.

On June 23, 2020, the Board of Directors adopted the Prestige Consumer Healthcare Inc. 2020 Long-Term Incentive Plan (the “2020 Plan”). The 2020 Plan became effective on August 4, 2020, upon the approval of the 2020 Plan by our stockholders. On June 23, 2020, a total of 2,827,210 shares were available for issuance under the 2020 Plan (comprised of 2,000,000 new shares plus 827,210 shares that were unissued under the 2005 Plan). Since the 2020 Plan became effective, all equity awards have been made from the 2020 Plan, and the Company will not grant any additional awards under the 2005 Plan.

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The following table provides information regarding our stock-based compensation:
Three Months Ended September 30, Six Months Ended September 30,
(In thousands)2023202220232022
Pre-tax stock-based compensation costs charged against income$3,688 $3,466 $7,834 $7,323 
Income tax benefit recognized on compensation costs$263 $338 $669 $875 
Total fair value of options and RSUs vested during the period$987 $64 $12,213 $10,289 
Cash received from the exercise of stock options$2,155 $ $9,183 $1,489 
Tax benefits realized from tax deductions resulting from RSU issuances and stock option exercises$263 $ $1,139 $2,895 

At September 30, 2023, there were $3.8 million of unrecognized compensation costs related to unvested stock options under the 2005 Plan and the 2020 Plan, excluding an estimate for forfeitures which may occur.  We expect to recognize such costs over a weighted average period of 2.1 years. At September 30, 2023, there were $14.8 million of unrecognized compensation costs related to unvested RSUs and performance stock units ("PSUs") under the 2005 Plan and the 2020 Plan, excluding an estimate for forfeitures which may occur.  We expect to recognize such costs over a weighted average period of 1.9 years.

At September 30, 2023, there were 1.9 million shares available for issuance under the 2020 Plan.

Restricted Stock Units
The fair value of the RSUs is determined using the closing price of our common stock on the date of the grant. A summary of the RSUs granted under the 2005 Plan and the 2020 Plan is presented below:
 
 
 
RSUs
 
Shares
(in thousands)
Weighted
Average
Grant-Date
Fair Value
Six Months Ended September 30, 2022
Unvested at March 31, 2022440.9 $38.45 
Granted148.9 55.04 
Incremental performance shares 42.4 — 
Vested (222.4)32.05 
Unvested at September 30, 2022409.8 47.14 
Vested at September 30, 2022108.5 36.54 
   
Six Months Ended September 30, 2023
Unvested at March 31, 2023409.0 $47.17 
Granted157.1 62.06 
Incremental performance shares41.4 — 
Vested (205.0)43.17 
Forfeited(8.6)53.72 
Unvested at September 30, 2023393.9 54.40 
Vested at September 30, 2023110.2 38.77 

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Options

The fair value of each option award is estimated on the date of grant using the Black-Scholes Option Pricing Model that uses the assumptions presented below:
 Six Months Ended September 30,
 2023 2022
Expected volatility
30.2% - 31.6%
 
30.8% - 30.9%
Expected dividends$  $ 
Expected term in years
6.0 to 7.0
 
6.0 to 7.0
Risk-free rate
3.6% to 4.1%
 
2.8% to 2.9%
Weighted average grant date fair value of options granted$23.79 $20.10 

A summary of option activity under the 2005 Plan and the 2020 Plan is as follows:
 
 
 
 
Options
 
 
Shares
(in thousands)
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term (years)
Aggregate
Intrinsic
Value
(in thousands)
Six Months Ended September 30, 2022
Outstanding at March 31, 20221,100.9 $40.62 
Granted197.6 54.48 
Exercised(39.1)38.04 
Outstanding at September 30, 20221,259.4 42.88 6.6$10,963 
Vested at September 30, 2022830.8 40.04 5.4$9,403 
Six Months Ended September 30, 2023    
Outstanding at March 31, 20231,081.0 $43.96 
Granted131.1 61.81 
Exercised(230.4)39.85 
Forfeited (35.8)54.81 
Expired(2.8)54.47 
Outstanding at September 30, 2023943.1 47.00 6.3$10,166 
Vested at September 30, 2023644.7 43.19 5.2$9,025 

The aggregate intrinsic value of options exercised during the six months ended September 30, 2023 was $4.7 million.

13.    Income Taxes

Income taxes are recorded in our quarterly financial statements based on our estimated annual effective income tax rate, subject to adjustments for discrete events, should they occur. The effective tax rates used in the calculation of income taxes were 23.9% and 23.4% for the three months ended September 30, 2023 and 2022, respectively. The effective tax rates used in the calculation of income taxes were 23.2% and 22.7% for the six months ended September 30, 2023 and 2022, respectively. The increase in the effective tax rate for the three and six months ended September 30, 2023, compared to the three and six months ended September 30, 2022, was due to discrete items primarily pertaining to state tax rate legislative changes and stock-based compensation.

14.    Commitments and Contingencies

We are involved from time to time in legal matters and other claims incidental to our business.  We review outstanding claims and proceedings internally and with external counsel as necessary to assess the probability and amount of a potential loss.  These assessments are re-evaluated at each reporting period and as new information becomes available to determine whether a reserve should be established or if any existing reserve should be adjusted.  The actual cost of resolving a claim or proceeding ultimately may be substantially different than the amount of the recorded reserve.  In addition, because it is not permissible under GAAP to establish a litigation reserve until the loss is both probable and estimable, in some cases there may
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be insufficient time to establish a reserve prior to the actual incurrence of the loss (upon verdict and judgment at trial, for example, or in the case of a quickly negotiated settlement).  We believe the reasonably possible losses from resolution of routine legal matters and other claims incidental to our business will not have a material effect on our financial statements.

15.    Concentrations of Risk

Our revenues are concentrated in the area of OTC Healthcare. We sell our products to mass merchandisers, drug, food, dollar, convenience and club stores and e-commerce channels. During the three and six months ended September 30, 2023, approximately 38.9% and 40.0%, respectively, of our gross revenues were derived from our five top selling brands. During the three and six months ended September 30, 2022, approximately 39.7% and 40.6%, respectively, of our gross revenues were derived from our five top selling brands. Walmart accounted for approximately 19.1% and 20.0%, respectively, of our gross revenues for the three and six months ended September 30, 2023. Walmart accounted for approximately 19.7% and 19.8%, respectively, of our gross revenues for the three and six months ended September 30, 2022. Amazon accounted for 10.3% of our gross revenues for the six months ended September 30, 2023. An additional customer, Walgreens, accounted for approximately 10.4% of our gross revenues for the three months ended September 30, 2022.

Our product distribution in the United States is managed by a third party through one primary distribution center in Clayton, Indiana. In addition, we operate one manufacturing facility for certain of our products located in Lynchburg, Virginia, which manufactures many of the Summer's Eve and Fleet products. A natural disaster, such as tornado, earthquake, flood, or fire, could damage our inventory and/or materially impair our ability to distribute our products to customers in a timely manner or at a reasonable cost. In addition, a serious disruption caused by performance or contractual issues with our third-party distribution manager or labor shortages or public health emergencies at our distribution center or manufacturing facility could materially impact our product distribution. Any disruption could result in increased costs, expense and/or shipping times, and could cause us to incur customer fees and penalties. We could also incur significantly higher costs and experience longer lead times if we need to replace our distribution center, the third-party distribution manager or the manufacturing facility.  As a result, any serious disruption could have a material adverse effect on our business, financial condition and results of operations.

At September 30, 2023, we had relationships with 128 third-party manufacturers.  Of those, we had long-term contracts with 28 manufacturers that produced items that accounted for approximately 74.6% of gross sales for the six months ended September 30, 2023. At September 30, 2022, we had relationships with 130 third-party manufacturers.  Of those, we had long-term contracts with 27 manufacturers that produced items that accounted for approximately 71.3% of gross sales for the six months ended September 30, 2022. The fact that we do not have long-term contracts with certain manufacturers means that they could cease manufacturing our products at any time and for any reason or initiate arbitrary and costly price increases, which could have a material adverse effect on our business and results of operations. Although we are continually in the process of negotiating long-term contracts with certain key manufacturers, we may not be able to reach a timely agreement, which could have a material adverse effect on our business and results of operations.


16.    Business Segments

Our current reportable segments consist of (i) North American OTC Healthcare and (ii) International OTC Healthcare. We evaluate the performance of our operating segments and allocate resources to these segments based primarily on contribution margin, which we define as gross profit less advertising and marketing expenses.

The tables below summarize information about our reportable segments.
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 Three Months Ended September 30, 2023
(In thousands)North American OTC
Healthcare
International OTC
Healthcare
Consolidated
Total segment revenues*$244,423 $41,893 $286,316 
Cost of sales107,466 18,830 126,296 
Gross profit136,957 23,063 160,020 
Advertising and marketing35,389 4,713 40,102 
Contribution margin$101,568 $18,350 $119,918 
Other operating expenses 31,668 
Operating income $88,250 
* Intersegment revenues of $0.6 million were eliminated from the North American OTC Healthcare segment.

 Six Months Ended September 30, 2023
(In thousands)North American OTC
Healthcare
International OTC
Healthcare
Consolidated
Total segment revenues*$490,566 $75,059 $565,625 
Cost of sales217,542 33,390 250,932 
Gross profit273,024 41,669 314,693 
Advertising and marketing66,790 9,543 76,333 
Contribution margin$206,234 $32,126 $238,360 
Other operating expenses 64,916 
Operating income $173,444 
* Intersegment revenues of $2.0 million were eliminated from the North American OTC Healthcare segment.


 Three Months Ended September 30, 2022
(In thousands)North American OTC
Healthcare
International OTC
Healthcare
Consolidated
Total segment revenues*$252,054 $37,219 $289,273 
Cost of sales113,533 14,731 128,264 
Gross profit 138,521 22,488 161,009 
Advertising and marketing39,316 4,503 43,819 
Contribution margin$99,205 $17,985 $117,190 
Other operating expenses 32,806 
Operating income $84,384 
* Intersegment revenues of $1.1 million were eliminated from the North American OTC Healthcare segment.
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 Six Months Ended September 30, 2022
(In thousands)North American OTC
Healthcare
International OTC
Healthcare
Consolidated
Total segment revenues*$494,572 $71,760 $566,332 
Cost of sales216,454 28,750 245,204 
Gross profit 278,118 43,010 321,128 
Advertising and marketing74,728 9,042 83,770 
Contribution margin$203,390 $33,968 $237,358 
Other operating expenses 65,960 
Operating income $171,398 
* Intersegment revenues of $1.7 million were eliminated from the North American OTC Healthcare segment.


The tables below summarize information about our segment revenues from similar product groups.
Three Months Ended September 30, 2023
(In thousands)North American OTC
Healthcare
International OTC
Healthcare
Consolidated
Analgesics$29,976 $1,386 $31,362 
Cough & Cold25,970 7,263 33,233 
Women's Health55,000 7,072 62,072 
Gastrointestinal38,703 14,061 52,764 
Eye & Ear Care39,745 7,125 46,870 
Dermatologicals33,018 1,469 34,487 
Oral Care19,312 3,469 22,781 
Other OTC2,699 48 2,747 
Total segment revenues$244,423 $41,893 $286,316 

Six Months Ended September 30, 2023
(In thousands)North American OTC
Healthcare
International OTC
Healthcare
Consolidated
Analgesics$57,158 $2,228 $59,386 
Cough & Cold46,344 13,315 59,659 
Women's Health109,955 12,028 121,983 
Gastrointestinal83,384 26,971 110,355 
Eye & Ear Care79,216 11,146 90,362 
Dermatologicals67,696 2,807 70,503 
Oral Care41,038 6,491 47,529 
Other OTC5,775 73 5,848 
Total segment revenues$490,566 $75,059 $565,625 

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Three Months Ended September 30, 2022
(In thousands)North American OTC
Healthcare
International OTC
Healthcare
Consolidated
Analgesics$32,750 $541 $33,291 
Cough & Cold24,058 7,168 31,226 
Women's Health59,379 4,745 64,124 
Gastrointestinal41,272 16,037 57,309 
Eye & Ear Care37,961 4,734 42,695 
Dermatologicals32,872 902 33,774 
Oral Care21,251 3,080 24,331 
Other OTC2,511 12 2,523 
Total segment revenues$252,054 $37,219 $289,273 
Six Months Ended September 30, 2022
(In thousands)North American OTC
Healthcare
International OTC
Healthcare
Consolidated
Analgesics$60,547 $994 $61,541 
Cough & Cold45,650 13,439 59,089 
Women's Health120,563 9,612 130,175 
Gastrointestinal81,339 30,064 111,403 
Eye & Ear Care76,572 9,470 86,042 
Dermatologicals62,327 1,908 64,235 
Oral Care42,226 6,250 48,476 
Other OTC5,348 23 5,371 
Total segment revenues$494,572 $71,760 $566,332 

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read together with the Condensed Consolidated Financial Statements and the related notes included in this Quarterly Report on Form 10-Q, as well as our Annual Report on Form 10-K for the fiscal year ended March 31, 2023.  This discussion and analysis may contain forward-looking statements that involve certain risks, assumptions and uncertainties.  Future results could differ materially from the discussion that follows for many reasons, including the factors described in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2023 and in future reports filed with the U.S. Securities and Exchange Commission ("SEC").

See also “Cautionary Statement Regarding Forward-Looking Statements” on page 30 of this Quarterly Report on Form 10-Q.
Unless otherwise indicated by the context, all references in this Quarterly Report on Form 10-Q to “we,” “us,” “our,” the “Company” or “Prestige” refer to Prestige Consumer Healthcare Inc. and our subsidiaries. Similarly, references to a year (e.g., 2024) refers to our fiscal year ended March 31 of that year.

General
We are engaged in the development, manufacturing, marketing, sales and distribution of well-recognized, brand name, over-the-counter ("OTC") healthcare products to mass merchandisers, drug, food, dollar, convenience, and club stores and e-commerce channels in North America (the United States and Canada) and in Australia and certain other international markets.  We use the strength of our brands, our established retail distribution network, a low-cost operating model and our experienced management team to our competitive advantage.

We have grown our brand portfolio both organically and through acquisitions. We develop our existing brands by investing in new product lines, brand extensions and strong advertising support. Acquisitions of OTC brands have also been an important part of our growth strategy. We have acquired well-recognized brands from consumer products and pharmaceutical companies and private equity firms. While many of these brands have long histories of brand development and investment, we believe that, at the time we acquired them, most were considered “non-core” by their previous owners. As a result, these acquired brands did not benefit from adequate management focus and marketing support during the period prior to their acquisition, which created opportunities for us to reinvigorate these brands and improve their performance post-acquisition. After adding a core brand to our portfolio, we seek to increase its sales, market share and distribution in both existing and new channels through our established retail distribution network.  We pursue this growth through increased spending on advertising and marketing support, new sales and marketing strategies, improved packaging and formulations, and innovative development of brand extensions.

Economic Environment
There has been economic uncertainty in the United States and globally due to several factors, including global supply chain constraints, rising interest rates, a high inflationary environment and geopolitical events. We expect economic conditions will continue to be highly volatile and uncertain, put pressure on prices and supply, and could affect demand for our products. We have continued to see changes in the purchasing patterns of our consumers, including a reduction in the frequency of visits to retailers and a shift in many markets to purchasing our products online.

The volatile environment has impacted the supply of labor and raw materials and exacerbated rising input costs. Although we have not experienced a material disruption to our overall supply chain to date, we have and may continue to experience shortages, delays and backorders for certain ingredients and products, difficulty scheduling shipping for our products, as well as price increases from many of our suppliers for both shipping and product costs. In addition, labor shortages have impacted our manufacturing operations and may impact our ability to supply certain products to our customers. To date, these global conditions have not had a material negative impact on our operations, supply chain, overall costs or demand for most of our products or resulting aggregate sales and earnings, and, as such, it has also not materially negatively impacted our liquidity position. We continue to generate operating cash flows to meet our short-term liquidity needs. These circumstances could change, however, in this dynamic environment. If conditions cause further disruption in the global supply chain, the availability of labor and materials or otherwise further increase costs, it may materially affect our operations and those of third parties on which we rely, including causing material disruptions in the supply and distribution of our products. The extent to which these conditions impact our results and liquidity will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning global supply chain constraints, the high inflationary environment, global instability and the potential for further outbreaks of severe illnesses. These effects could have a material adverse impact on our business, liquidity, capital resources, and results of operations and those of the third parties on which we rely.
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Results of Operations

Three Months Ended September 30, 2023 compared to the Three Months Ended September 30, 2022

Total Segment Revenues

The following table represents total revenue by segment, including product groups, for the three months ended September 30, 2023 and 2022.

Three Months Ended September 30,
Increase (Decrease)
(In thousands)2023%2022%Amount%
North American OTC Healthcare
Analgesics$29,976 10.5 $32,750 11.3 $(2,774)(8.5)
Cough & Cold25,970 9.1 24,058 8.3 1,912 7.9 
Women's Health55,000 19.3 59,379 20.5 (4,379)(7.4)
Gastrointestinal38,703 13.5 41,272 14.3 (2,569)(6.2)
Eye & Ear Care39,745 13.9 37,961 13.1 1,784 4.7 
Dermatologicals33,018 11.5 32,872 11.4 146 0.4 
Oral Care19,312 6.7 21,251 7.3 (1,939)(9.1)
Other OTC2,699 0.9 2,511 0.9 188 7.5 
Total North American OTC Healthcare244,423 85.4 252,054 87.1 (7,631)(3.0)
International OTC Healthcare
Analgesics$1,386 0.5 $541 0.2 845 156.2 
Cough & Cold7,263 2.5 7,168 2.5 95 1.3 
Women's Health7,072 2.5 4,745 1.6 2,327 49.0 
Gastrointestinal14,061 4.9 16,037 5.5 (1,976)(12.3)
Eye & Ear Care7,125 2.5 4,734 1.7 2,391 50.5 
Dermatologicals1,469 0.5 902 0.3 567 62.9 
Oral Care3,469 1.2 3,080 1.1 389 12.6 
Other OTC48 — 12 — 36 300.0 
Total International OTC Healthcare41,893 14.6 37,219 12.9 4,674 12.6 
Total Consolidated$286,316 100.0 $289,273 100.0 $(2,957)(1.0)

Total revenues for the three months ended September 30, 2023 were $286.3 million, a decrease of $3.0 million, or 1.0%, versus the three months ended September 30, 2022.

North American OTC Healthcare Segment
Revenues for the North American OTC Healthcare segment decreased $7.6 million, or 3.0%, during the three months ended September 30, 2023 versus the three months ended September 30, 2022. The $7.6 million decrease was primarily attributable to a decline in sales in the Women's Health and certain other categories, partly offset by an increase in sales in the Cough & Cold and Eye & Ear categories.

International OTC Healthcare Segment
Revenues for the International OTC Healthcare segment increased $4.7 million, or 12.6%, during the three months ended September 30, 2023 versus the three months ended September 30, 2022. The $4.7 million increase was primarily attributable to an increase in sales in the Eye & Ear Care and Women's Health categories, partly offset by a decrease in sales in the Gastrointestinal category.

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Gross Profit
The following table presents our gross profit and gross profit as a percentage of total segment revenues, by segment for each of the periods presented.

Three Months Ended September 30,
(In thousands)Increase (Decrease)
Gross Profit2023%2022%Amount%
North American OTC Healthcare$136,957 56.0 $138,521 55.0$(1,564)(1.1)
International OTC Healthcare23,063 55.1 22,488 60.4575 2.6 
$160,020 55.9 $161,009 55.7$(989)(0.6)

Gross profit for the three months ended September 30, 2023 decreased $1.0 million, or 0.6%, when compared with the three months ended September 30, 2022.  As a percentage of total revenues, gross profit increased to 55.9% during the three months ended September 30, 2023, from 55.7% during the three months ended September 30, 2022, primarily due to reduced logistics costs in our North American OTC Healthcare segment.

North American OTC Healthcare Segment
Gross profit for the North American OTC Healthcare segment decreased $1.6 million, or 1.1%, during the three months ended September 30, 2023 versus the three months ended September 30, 2022. As a percentage of North American OTC Healthcare revenues, gross profit increased to 56.0% during the three months ended September 30, 2023 from 55.0% during the three months ended September 30, 2022, primarily due to reduced logistics costs.

International OTC Healthcare Segment
Gross profit for the International OTC Healthcare segment increased $0.6 million, or 2.6%, during the three months ended September 30, 2023 versus the three months ended September 30, 2022. As a percentage of International OTC Healthcare revenues, gross profit decreased to 55.1% during the three months ended September 30, 2023 from 60.4% during the three months ended September 30, 2022, primarily due to increased supply chain costs and product mix.

Contribution Margin
Contribution margin is our segment measure of profitability. It is defined as gross profit less advertising and marketing expenses.

The following table presents our contribution margin and contribution margin as a percentage of total segment revenues, by segment for each of the periods presented.

Three Months Ended September 30,
(In thousands)Increase (Decrease)
Contribution Margin2023%2022%Amount%
North American OTC Healthcare$101,568 41.6 $99,205 39.4 $2,363 2.4 
International OTC Healthcare18,350 43.8 17,985 48.3 365 2.0 
 $119,918 41.9 $117,190 40.5 $2,728 2.3 

North American OTC Healthcare Segment
Contribution margin for the North American OTC Healthcare segment increased $2.4 million, or 2.4%, during the three months ended September 30, 2023 versus the three months ended September 30, 2022. As a percentage of North American OTC Healthcare revenues, contribution margin increased to 41.6% during the three months ended September 30, 2023 from 39.4% during the three months ended September 30, 2022. The contribution margin increase as a percentage of revenues was primarily due to a decrease in advertising and marketing spend in the three months ended September 30, 2023, as well as the increase in gross profit margin noted above.

International OTC Healthcare Segment
Contribution margin for the International OTC Healthcare segment increased $0.4 million, or 2.0%, during the three months ended September 30, 2023 versus the three months ended September 30, 2022. As a percentage of International OTC Healthcare revenues, contribution margin decreased to 43.8% during the three months ended September 30, 2023 from 48.3% during the three months ended September 30, 2022. The contribution margin decrease as a percentage of revenues was primarily due to the decrease in gross profit margin noted above.
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General and Administrative
General and administrative expenses were $26.0 million for the three months ended September 30, 2023 and $26.4 million for the three months ended September 30, 2022.

Depreciation and Amortization
Depreciation and amortization expenses decreased to $5.7 million for the three months ended September 30, 2023 from $6.4 million for the three months ended September 30, 2022. The decrease in depreciation and amortization expenses was primarily attributable to a decrease in amortization expense due to impairment charges taken on finite-lived brands in fiscal 2023.

Interest Expense, Net
Interest expense, net was $17.6 million during the three months ended September 30, 2023 versus $17.0 million during the three months ended September 30, 2022. The average indebtedness decreased to $1.3 billion during the three months ended September 30, 2023 from $1.5 billion during the three months ended September 30, 2022. The average cost of borrowing increased to 5.5% for the three months ended September 30, 2023 from 4.6% for the three months ended September 30, 2022.

Income Taxes
The provision for income taxes during the three months ended September 30, 2023 was $16.9 million versus $15.6 million during the three months ended September 30, 2022.  The effective tax rate during the three months ended September 30, 2023 was 23.9% versus 23.4% during the three months ended September 30, 2022. The increase in the effective tax rate for the three months ended September 30, 2023 was due to the impact of discrete items primarily pertaining to stock-based compensation.


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Results of Operations

Six Months Ended September 30, 2023 compared to the Six Months Ended September 30, 2022

Total Segment Revenues

The following table represents total revenue by segment, including product groups, for the six months ended September 30, 2023 and 2022.
Six Months Ended September 30,
Increase (Decrease)
(In thousands)2023%2022%Amount%
North American OTC Healthcare
Analgesics$57,158 10.1 $60,547 10.7 $(3,389)(5.6)
Cough & Cold46,344 8.2 45,650 8.1 694 1.5 
Women's Health109,955 19.4 120,563 21.3 (10,608)(8.8)
Gastrointestinal83,384 14.7 81,339 14.4 2,045 2.5 
Eye & Ear Care79,216 14.0 76,572 13.4 2,644 3.5 
Dermatologicals67,696 12.0 62,327 11.0 5,369 8.6 
Oral Care41,038 7.3 42,226 7.5 (1,188)(2.8)
Other OTC5,775 1.0 5,348 0.9 427 8.0 
Total North American OTC Healthcare490,566 86.7 494,572 87.3 (4,006)(0.8)
International OTC Healthcare
Analgesics2,228 0.4 994 0.2 1,234 124.1 
Cough & Cold13,315 2.4 13,439 2.3 (124)(0.9)
Women's Health12,028 2.1 9,612 1.8 2,416 25.1 
Gastrointestinal26,971 4.8 30,064 5.3 (3,093)(10.3)
Eye & Ear Care11,146 2.0 9,470 1.7 1,676 17.7 
Dermatologicals2,807 0.5 1,908 0.3 899 47.1 
Oral Care6,491 1.1 6,250 1.1 241 3.9 
Other OTC73 — 23 — 50 217.4 
Total International OTC Healthcare75,059 13.3 71,760 12.7 3,299 4.6 
Total Consolidated$565,625 100.0 $566,332 100.0 $(707)(0.1)

Total revenues for the six months ended September 30, 2023 were $565.6 million, a decrease of $0.7 million, or 0.1%, versus the six months ended September 30, 2022.

North American OTC Healthcare Segment
Revenues for the North American OTC Healthcare segment decreased $4.0 million, or 0.8%, during the six months ended September 30, 2023 versus the six months ended September 30, 2022. The $4.0 million decrease was primarily attributable to a decrease in sales in the Women's Health and Analgesics categories, partly offset by an increase in sales in the Dermatologicals, Eye & Ear Care and Gastrointestinal categories.

International OTC Healthcare Segment
Revenues for the International OTC Healthcare segment increased $3.3 million, or 4.6%, during the six months ended September 30, 2023 versus the six months ended September 30, 2022. The $3.3 million increase was mainly attributable to an increase in sales in the Women's Health, Eye & Ear Care and Analgesics categories, partly offset by a decrease in sales in the Gastrointestinal category.
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Gross Profit
The following table presents our gross profit and gross profit as a percentage of total segment revenues, by segment for each of the periods presented.
Six Months Ended September 30,
(In thousands)Increase (Decrease)
Gross Profit 2023%2022%Amount%
North American OTC Healthcare $273,024 55.7 $278,118 56.2 $(5,094)(1.8)
International OTC Healthcare 41,669 55.5 43,010 59.9 (1,341)(3.1)
 $314,693 55.6 $321,128 56.7 $(6,435)(2.0)

Gross profit for the six months ended September 30, 2023 decreased $6.4 million, or 2.0%, when compared with the six months ended September 30, 2022.  As a percentage of total revenues, gross profit decreased to 55.6% during the six months ended September 30, 2023, from 56.7% during the six months ended September 30, 2022, primarily due to increased supply chain costs and product mix, partly offset by pricing actions.

North American OTC Healthcare Segment
Gross profit for the North American OTC Healthcare segment decreased $5.1 million, or 1.8%, during the six months ended September 30, 2023 versus the six months ended September 30, 2022. As a percentage of North American OTC Healthcare revenues, gross profit decreased to 55.7% during the six months ended September 30, 2023 from 56.2% during the six months ended September 30, 2022, primarily due to increased supply chain costs, partly offset by product mix and pricing actions.

International OTC Healthcare Segment
Gross profit for the International OTC Healthcare segment decreased $1.3 million, or 3.1%, during the six months ended September 30, 2023 versus the six months ended September 30, 2022. As a percentage of International OTC Healthcare revenues, gross profit decreased to 55.5% during the six months ended September 30, 2023 from 59.9% during the six months ended September 30, 2022, primarily due to increased supply chain costs and product mix.

Contribution Margin
Contribution margin is our segment measure of profitability. It is defined as gross profit less advertising and marketing expenses.

The following table presents our contribution margin and contribution margin as a percentage of total segment revenues, by segment for each of the periods presented.
Six Months Ended September 30,
(In thousands)Increase (Decrease)
Contribution Margin2023%2022%Amount%
North American OTC Healthcare$206,234 42.0 $203,390 41.1 $2,844 1.4 
International OTC Healthcare32,126 42.8 33,968 47.3 (1,842)(5.4)
 $238,360 42.1 $237,358 41.9 $1,002 0.4 
    
North American OTC Healthcare Segment
Contribution margin for the North American OTC Healthcare segment for the six months ended September 30, 2023 increased $2.8 million, or 1.4%, when compared with the six months ended September 30, 2022. As a percentage of North American OTC Healthcare revenues, contribution margin increased to 42.0% during the six months ended September 30, 2023 from 41.1% during the six months ended September 30, 2022, primarily due to a decrease in advertising and marketing spend in the six months ended September 30, 2023.

International OTC Healthcare Segment
Contribution margin for the International OTC Healthcare segment decreased $1.8 million, or 5.4%, during the six months ended September 30, 2023 versus the six months ended September 30, 2022. As a percentage of International OTC Healthcare revenues, contribution margin decreased to 42.8% during the six months ended September 30, 2023 from 47.3% during the six months ended September 30, 2022. The contribution margin decrease as a percentage of revenues was primarily due to the decrease in gross profit margin noted above.

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General and Administrative
General and administrative expenses were $53.7 million for the six months ended September 30, 2023 and $53.2 million for the six months ended September 30, 2022.

Depreciation and Amortization
Depreciation and amortization expenses were $11.2 million for the six months ended September 30, 2023 and $12.8 million for the six months ended September 30, 2022. The decrease in depreciation and amortization expenses was primarily attributable to a decrease in amortization expense due to impairment charges taken on finite-lived brands in fiscal 2023.

Interest Expense, Net
Interest expense, net was $35.3 million during the six months ended September 30, 2023 versus $32.3 million during the six months ended September 30, 2022. The average indebtedness decreased to $1.3 billion during the six months ended September 30, 2023 from $1.5 billion during the six months ended September 30, 2022. The average cost of borrowing increased to 5.4% for the six months ended September 30, 2023 compared to 4.3% for the six months ended September 30, 2022.

Income Taxes
The provision for income taxes during the six months ended September 30, 2023 was $32.3 million versus $31.2 million during the six months ended September 30, 2022.  The effective tax rate during the six months ended September 30, 2023 was 23.2% versus 22.7% during the six months ended September 30, 2022. The increase in the effective tax rate for the six months ended September 30, 2023 compared to the six months ended September 30, 2022 was due to the impact of discrete items primarily pertaining to state tax rate legislative changes and stock-based compensation.
Liquidity and Capital Resources

Liquidity
Our primary source of cash comes from our cash flow from operations. In the past, we have supplemented this source of cash with various debt facilities, primarily in connection with acquisitions. We have financed our operations, and expect to continue to finance our operations for the next twelve months and the foreseeable future, with a combination of funds generated from operations and borrowings.  Our principal uses of cash are for operating expenses, debt service, share repurchases, capital expenditures, and acquisitions. Based on our current levels of operations and anticipated growth, excluding acquisitions, we believe that our cash generated from operations and our existing credit facilities will be adequate to finance our working capital and capital expenditures through the next twelve months. See "Economic Environment" above.

As of September 30, 2023, we had cash and cash equivalents of $60.1 million, an increase of $1.6 million from March 31, 2023. The following table summarizes the change:
 Six Months Ended September 30,
(In thousands)20232022$ Change
Cash provided by (used in): 
Operating Activities$110,547 $115,787 $(5,240)
Investing Activities(611) (3,423)2,812 
Financing Activities(107,728) (95,330)(12,398)
Effects of exchange rate changes on cash and cash equivalents(630)(1,777)1,147 
Net change in cash and cash equivalents$1,578 $15,257 $(13,679)

Operating Activities
Net cash provided by operating activities was $110.5 million for the six months ended September 30, 2023, compared to $115.8 million for the six months ended September 30, 2022. The $5.2 million decrease was primarily due to increased working capital, partly offset by an increase in net income before non-cash items.

Investing Activities
Net cash used in investing activities was $0.6 million for the six months ended September 30, 2023, compared to $3.4 million for the six months ended September 30, 2022. The change was primarily due to proceeds we received from a short term loan repayment, partly offset by an increase in capital expenditures.

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Financing Activities
Net cash used in financing activities was $107.7 million for the six months ended September 30, 2023, compared to $95.3 million for the six months ended September 30, 2022. The $12.4 million increase was primarily due to lower net borrowings of $45.0 million compared to the prior year six month period, partly offset by a decrease in the repurchase of shares of our common stock in conjunction with our share repurchase program of $25.0 million and an increase in the proceeds from exercise of stock options of $7.7 million in the six months ended September 30, 2023.

Capital Resources

As of September 30, 2023, we had an aggregate of $1.3 billion of outstanding indebtedness, which consisted of the following:

$400.0 million of 5.125% 2019 senior unsecured notes, which mature on January 15, 2028 (the "2019 Senior Notes");
$600.0 million of 3.750% 2021 senior unsecured notes, which mature on April 1, 2031 (the "2021 Senior Notes"); and
$275.0 million of borrowings under the Term B-5 Loans under our term loan originally entered into on January 31, 2012 (the "2012 Term Loan”) due July 1, 2028.

As of September 30, 2023, we had no outstanding balance on our asset-based revolving credit facility originally entered into on January 31, 2012 (the "2012 ABL Revolver”) and a borrowing capacity of $171.2 million.

Since we have made optional payments that exceed all of our required quarterly payments, we will not be required to make another payment on the 2012 Term Loan until maturity.

Maturities:
(In thousands)
Year Ending March 31,Amount
2024 (remaining six months ending March 31, 2024)$— 
2025— 
2026— 
2027— 
2028400,000 
Thereafter875,000 
$1,275,000 

Covenants:
Our debt facilities contain various financial covenants, including provisions that require us to maintain certain leverage, interest coverage and fixed charge ratios.  The credit agreement governing the 2012 Term Loan and the 2012 ABL Revolver and the indentures governing the 2021 Senior Notes and 2019 Senior Notes contain provisions that accelerate our indebtedness on certain changes in control and restrict us from undertaking specified corporate actions, including asset dispositions, acquisitions, payments of dividends and other specified payments, repurchasing our equity securities in the public markets, incurrence of indebtedness, creation of liens, making loans and investments and transactions with affiliates. Specifically, we must:

Have a leverage ratio of less than 6.50 to 1.0 for the quarter ended September 30, 2023 and thereafter (defined as, with certain adjustments, the ratio of our consolidated total net debt as of the last day of the fiscal quarter to our trailing twelve month consolidated net income before interest, taxes, depreciation, amortization, non-cash charges and certain other items (“EBITDA”));

Have an interest coverage ratio of greater than 2.25 to 1.0 for the quarter ended September 30, 2023 and thereafter (defined as, with certain adjustments, the ratio of our consolidated EBITDA to our trailing twelve month consolidated cash interest expense); and

Have a fixed charge ratio of greater than 1.0 to 1.0 for the quarter ended September 30, 2023 (defined as, with certain adjustments, the ratio of our consolidated EBITDA minus capital expenditures to our trailing twelve month consolidated interest paid, taxes paid and other specified payments). Our fixed charge requirement remains level throughout the term of the debt facilities.

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At September 30, 2023, we were in compliance with the applicable financial and restrictive covenants under the 2012 Term Loan and the 2012 ABL Revolver and the indentures governing the 2021 Senior Notes and the 2019 Senior Notes. Management anticipates that in the normal course of operations, we will be in compliance with the financial and restrictive covenants during the next twelve months.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period.  Although these estimates are based on our knowledge of current events and actions that we may undertake in the future, actual results could differ from those estimates.  A summary of our critical accounting policies is presented in our Annual Report on Form 10-K for the fiscal year ended March 31, 2023.  There were no material changes to our critical accounting policies during the six months ended September 30, 2023.

Recent Accounting Pronouncements
A description of recently adopted accounting pronouncements is included in the notes to the unaudited Condensed Consolidated Financial Statements in Part I, Item I, Note 1 of this Quarterly Report on Form 10-Q.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”), including, without limitation, information within Management's Discussion and Analysis of Financial Condition and Results of Operations.  The following cautionary statements are being made pursuant to the provisions of the PSLRA and with the intention of obtaining the benefits of the “safe harbor” provisions of the PSLRA.  

Forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q.  Except as required under federal securities laws and the rules and regulations of the SEC, we do not intend to update any forward-looking statements to reflect events or circumstances arising after the date of this Quarterly Report on Form 10-Q, whether as a result of new information, future events or otherwise.  As a result of these risks and uncertainties, readers are cautioned not to place undue reliance on forward-looking statements included in this Quarterly Report on Form 10-Q or that may be made elsewhere from time to time by, or on behalf of, us.  All forward-looking statements attributable to us are expressly qualified by these cautionary statements.

These forward-looking statements generally can be identified by the use of words or phrases such as “believe,” “anticipate,” “expect,” “estimate,” "plan," “project,” "intend," "strategy," "goal," "objective," "future," "seek," "may," "might," "should," "would," "will," "will be," or other similar words and phrases.  Forward-looking statements are based on current expectations and assumptions that are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated, including, without limitation:

Price increases for raw materials, labor, energy and transportation costs, and for other input costs;
Disruptions of supply of sourced goods or components;
The impact of geopolitical events and severe illness outbreaks on global economic conditions, consumer demand, retailer product availability, and business operations including manufacturing, supply chain and distribution;
The high level of competition in our industry and markets;
The level of success of new product introductions, line extensions, increased spending on advertising and marketing support, and other new sales and marketing strategies;
Our dependence on a limited number of customers for a large portion of our sales;
Our inability to successfully identify, negotiate, complete and integrate suitable acquisition candidates and to obtain necessary financing;
Changes by retailers in inventory management practices, delivery requirements, and demands for marketing and promotional spending in order to retain or increase shelf space or online share;
Our inability to grow our international sales;
General economic conditions and incidence levels affecting sales of our products and their respective markets;
Financial factors, such as increases in interest rates and currency exchange rate fluctuations;
Changing consumer trends, additional store brand or branded competition, accelerating shifts to online shopping or pricing pressures;
Our dependence on third-party manufacturers to produce many of the products we sell and our ability to transfer production to our own facilities or other third-party suppliers;
Our dependence on third-party logistics providers to distribute our products to customers;
Disruptions in our distribution center or manufacturing facility;
Potential changes in export/import and trade laws, regulations and policies including any increased trade restrictions or tariffs;
Acquisitions, dispositions or other strategic transactions diverting managerial resources and creating additional liabilities;
Actions of government agencies in connection with our manufacturing plant, products, advertising or regulatory matters;
Product liability claims, product recalls and related negative publicity;
Our inability to protect our intellectual property rights;
Our dependence on third parties for intellectual property relating to some of the products we sell;
Our inability to protect our information technology systems from threats or disruptions;
Our dependence on third-party information technology service providers and their ability to protect against security threats and disruptions;
Our assets being comprised virtually entirely of goodwill and intangibles and possible changes in their value based on adverse operating results and/or changes in the discount rate used to value our brands;
Our dependence on key personnel;
The costs associated with any claims in litigation or arbitration and any adverse judgments rendered in such litigation or arbitration;
Our level of indebtedness and possible inability to service our debt or to obtain additional financing;
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The restrictions imposed by our financing agreements on our operations; and
Changes in federal, state and other geographic tax laws.

For more information, see Part I, Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended March 31, 2023.
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ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

We are exposed to changes in interest rates because our 2012 Term Loan and 2012 ABL Revolver are variable rate debt. At September 30, 2023, approximately $275.0 million of our debt carries a variable rate of interest.

Holding other variables constant, including levels of indebtedness, a 1.0% increase in interest rates on our variable rate debt would have an adverse impact on pre-tax earnings and cash flows for the three and six months ended September 30, 2023 of approximately $0.8 million and $1.6 million, respectively.

Foreign Currency Exchange Rate Risk

During the three and six months ended September 30, 2023, approximately 13.5% and 12.7%, respectively, of our gross revenues were denominated in currencies other than the U.S. Dollar. During the three and six months ended September 30, 2022, approximately 13.1% and 13.3%, respectively, of our gross revenues were denominated in currencies other than the U.S. Dollar. As such, we are exposed to transactions that are sensitive to foreign currency exchange rates. These transactions are primarily with respect to the Canadian and Australian Dollars.

We performed a sensitivity analysis with respect to exchange rates for the three and six months ended September 30, 2023 and 2022. Holding all other variables constant, and assuming a hypothetical 10.0% adverse change in foreign currency exchange rates, this analysis resulted in a less than 5.0% impact on pre-tax income of approximately $2.4 million for the three months ended September 30, 2023 and approximately $4.1 million for the six months ended September 30, 2023. It represented a less than 5.0% impact on pre-tax income of approximately $2.6 million for the three months ended September 30, 2022 and $4.8 million for the six months ended September 30, 2022.


ITEM 4.    CONTROLS AND PROCEDURES
              
Disclosure Controls and Procedures

The Company's management, with the participation of its Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company's disclosure controls and procedures, as defined in Rule 13a–15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”), as of September 30, 2023.  Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2023, the Company's disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the quarter ended September 30, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


PART II.    OTHER INFORMATION

ITEM 1A. RISK FACTORS

You should carefully consider the risk factors discussed in Part I, Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the year ended March 31, 2023, which could materially affect our business, financial condition or results of operations. The risk factors described in our Annual Report on Form 10-K have not materially changed in the period covered by this Quarterly Report on Form 10-Q, but such risks are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and results of operations.

Our quarterly operating results and revenues may fluctuate as a result of any of these or other factors. Accordingly, results for any one quarter are not necessarily indicative of results to be expected for any other quarter or for any year, and revenues for
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any particular future period may decrease.  In the future, operating results may fall below the expectations of securities analysts and investors.  In that event, the market price of our outstanding securities could be adversely impacted.

ITEM 5.    OTHER INFORMATION

Rule 10b5-1 Trading Arrangements

The following is a summary of the material terms of the contracts, instructions or written plans for the purchase or sale of the Company's securities adopted or terminated by our officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) or directors during the three months ended September 30, 2023:
Name and PositionDateActionSatisfies Affirmative Defense under Rule 10b5-(c)Expiration DateTotal Ordinary Shares to be Sold
Mary Beth FritzSeptember 15, 2023AdoptionXSeptember 27, 202415,871 
Senior Vice President
Quality & Regulatory Affairs
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ITEM 6.     EXHIBITS
3.1
3.1.1
3.2
31.1
31.2
32.1
32.2
*Incorporated herein by reference.
101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 PRESTIGE CONSUMER HEALTHCARE INC. 
    
    
Date:November 2, 2023By:/s/ Christine Sacco 
  Christine Sacco 
  Chief Financial Officer 
  (Principal Financial Officer and Duly Authorized Officer) 
   


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Exhibit 31.1
 
CERTIFICATIONS
 
I, Ronald M. Lombardi, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Prestige Consumer Healthcare Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:November 2, 2023/s/ Ronald M. Lombardi 
 Ronald M. Lombardi
 Chief Executive Officer
(Principal Executive Officer)




Exhibit 31.2
 
CERTIFICATIONS
 
I, Christine Sacco, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Prestige Consumer Healthcare Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date:November 2, 2023/s/ Christine Sacco
 Christine Sacco
 Chief Financial Officer
(Principal Financial Officer)




EXHIBIT 32.1
CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Ronald M. Lombardi, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Prestige Consumer Healthcare Inc. on Form 10-Q for the quarter ended September 30, 2023, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of Prestige Consumer Healthcare Inc.
/s/ Ronald M. Lombardi
Name: Ronald M. Lombardi
Title: Chief Executive Officer
(Principal Executive Officer)
Date: November 2, 2023





EXHIBIT 32.2
 
CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
  
I, Christine Sacco, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Prestige Consumer Healthcare Inc. on Form 10-Q for the quarter ended September 30, 2023, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of Prestige Consumer Healthcare Inc.
/s/ Christine Sacco
Name: Christine Sacco
Title: Chief Financial Officer
(Principal Financial Officer)
Date: November 2, 2023

 


v3.23.3
Cover Page - shares
6 Months Ended
Sep. 30, 2023
Oct. 27, 2023
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2023  
Document Transition Report false  
Entity File Number 001-32433  
Entity Registrant Name PRESTIGE CONSUMER HEALTHCARE INC.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 20-1297589  
Entity Address, Address Line One 660 White Plains Road  
Entity Address, City or Town Tarrytown  
Entity Address, State or Province NY  
Entity Address, Postal Zip Code 10591  
City Area Code 914  
Local Phone Number 524-6800  
Title of 12(b) Security Common stock, par value $0.01 per share  
Trading Symbol PBH  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   49,618,585
Entity Central Index Key 0001295947  
Current Fiscal Year End Date --03-31  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q2  
Amendment Flag false  
v3.23.3
Condensed Consolidated Statements of Income and Comprehensive Income - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Revenues        
Total revenues $ 286,316 $ 289,273 $ 565,625 $ 566,332
Cost of Sales        
Cost of sales excluding depreciation 124,324 126,384 246,978 241,380
Cost of sales depreciation 1,972 1,880 3,954 3,824
Cost of sales 126,296 128,264 250,932 245,204
Gross profit 160,020 161,009 314,693 321,128
Operating Expenses        
Advertising and marketing 40,102 43,819 76,333 83,770
General and administrative 25,997 26,438 53,684 53,152
Depreciation and amortization 5,671 6,368 11,232 12,808
Total operating expenses 71,770 76,625 141,249 149,730
Operating income 88,250 84,384 173,444 171,398
Other expense        
Interest expense, net 17,606 16,979 35,325 32,271
Other (income) expense, net 229 812 (1,009) 1,637
Total other expense, net 17,835 17,791 34,316 33,908
Income before income taxes 70,415 66,593 139,128 137,490
Provision for income taxes 16,856 15,570 32,293 31,195
Net income $ 53,559 $ 51,023 $ 106,835 $ 106,295
Earnings per share:        
Basic (in USD per share) $ 1.08 $ 1.02 $ 2.15 $ 2.12
Diluted (in USD per share) $ 1.07 $ 1.02 $ 2.13 $ 2.11
Weighted average shares outstanding:        
Basic (in shares) 49,687 49,804 49,727 50,033
Diluted (in shares) 50,081 50,265 50,138 50,496
Comprehensive income, net of tax:        
Currency translation adjustments $ (3,784) $ (7,118) $ (4,430) $ (16,637)
Net loss on termination of pension plan 0 0 0 (790)
Total other comprehensive loss (3,784) (7,118) (4,430) (17,427)
Comprehensive income 49,775 43,905 102,405 88,868
Net sales        
Revenues        
Total revenues 286,307 289,264 565,606 566,288
Other revenues        
Revenues        
Total revenues $ 9 $ 9 $ 19 $ 44
v3.23.3
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Sep. 30, 2023
Mar. 31, 2023
Current assets    
Cash and cash equivalents $ 60,067 $ 58,489
Accounts receivable, net of allowance of $21,994 and $20,205, respectively 158,456 167,016
Inventories 161,283 162,121
Prepaid expenses and other current assets 8,392 4,117
Total current assets 388,198 391,743
Property, plant and equipment, net 70,700 70,412
Operating lease right-of-use assets 12,134 14,923
Finance lease right-of-use assets, net 2,870 4,200
Goodwill 526,860 527,553
Intangible assets, net 2,328,250 2,341,893
Other long-term assets 3,862 3,005
Total Assets 3,332,874 3,353,729
Current liabilities    
Accounts payable 44,381 62,743
Accrued interest payable 15,635 15,688
Operating lease liabilities, current portion 6,732 6,926
Finance lease liabilities, current portion 2,876 2,834
Other accrued liabilities 60,080 72,524
Total current liabilities 129,704 160,715
Long-term debt, net 1,262,972 1,345,788
Deferred income tax liabilities 388,481 380,434
Long-term operating lease liabilities, net of current portion 6,644 9,876
Long-term finance lease liabilities, net of current portion 218 1,667
Other long-term liabilities 8,896 8,165
Total Liabilities 1,796,915 1,906,645
Commitments and Contingencies — Note 14
Stockholders' Equity    
Preferred stock - $0.01 par value; Authorized - 5,000 shares; Issued and outstanding - None 0 0
Common stock - $0.01 par value; Authorized - 250,000 shares; Issued - 55,291 shares at September 30, 2023 and 54,857 shares at March 31, 2023 552 548
Additional paid-in capital 552,369 535,356
Treasury stock, at cost - 5,680 shares at September 30, 2023 and 5,165 shares at March 31, 2023 (219,661) (189,114)
Accumulated other comprehensive loss, net of tax (35,994) (31,564)
Retained earnings 1,238,693 1,131,858
Total Stockholders' Equity 1,535,959 1,447,084
Total Liabilities and Stockholders' Equity $ 3,332,874 $ 3,353,729
v3.23.3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Sep. 30, 2023
Mar. 31, 2023
Statement of Financial Position [Abstract]    
Allowance for doubtful accounts receivable, current $ 21,994 $ 20,205
Stockholders' Equity:    
Preferred stock, par value (in USD per share) $ 0.01 $ 0.01
Preferred stock, shares authorized (in shares) 5,000,000 5,000,000
Preferred stock, shares issued (in shares) 0 0
Preferred stock, shares outstanding (in shares) 0 0
Common stock, par value (in USD per share) $ 0.01 $ 0.01
Common stock, shares authorized (in shares) 250,000,000 250,000,000
Common stock, shares issued (in shares) 55,291,000 54,857,000
Treasury stock (in shares) 5,680,000 5,165,000
v3.23.3
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($)
$ in Thousands
Total
Common Stock
Additional Paid-in Capital
Treasury Stock
Accumulated Other Comprehensive (Loss)
Retained Earnings
Common stock, beginning balance (in shares) at Mar. 31, 2022   54,430,000        
Equity, beginning balance at Mar. 31, 2022 $ 1,577,611 $ 544 $ 515,583 $ (133,648) $ (19,032) $ 1,214,164
Treasury stock, beginning balance (in shares) at Mar. 31, 2022       4,151,000    
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Stock-based compensation $ 7,323   7,323      
Exercise of stock options (in shares) 39,100 39,000        
Exercise of stock options $ 1,489 $ 1 1,488      
Issuance of shares related to restricted stock (in shares)   221,000        
Issuance of shares related to restricted stock 0 $ 2 (2)      
Treasury share repurchases (in shares)       1,013,000    
Treasury share repurchases (55,450)     $ (55,450)    
Net income 106,295         106,295
Comprehensive loss (17,427)       (17,427)  
Common stock, ending balance (in shares) at Sep. 30, 2022   54,690,000        
Equity, ending balance at Sep. 30, 2022 1,619,841 $ 547 524,392 $ (189,098) (36,459) 1,320,459
Treasury stock, ending balance (in shares) at Sep. 30, 2022       5,164,000    
Common stock, beginning balance (in shares) at Jun. 30, 2022   54,690,000        
Equity, beginning balance at Jun. 30, 2022 1,584,743 $ 547 520,926 $ (176,825) (29,341) 1,269,436
Treasury stock, beginning balance (in shares) at Jun. 30, 2022       4,928,000    
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Stock-based compensation 3,466   3,466      
Treasury share repurchases (in shares)       236,000    
Treasury share repurchases (12,273)     $ (12,273)    
Net income 51,023         51,023
Comprehensive loss (7,118)       (7,118)  
Common stock, ending balance (in shares) at Sep. 30, 2022   54,690,000        
Equity, ending balance at Sep. 30, 2022 1,619,841 $ 547 524,392 $ (189,098) (36,459) 1,320,459
Treasury stock, ending balance (in shares) at Sep. 30, 2022       5,164,000    
Common stock, beginning balance (in shares) at Mar. 31, 2023   54,857,000        
Equity, beginning balance at Mar. 31, 2023 $ 1,447,084 $ 548 535,356 $ (189,114) (31,564) 1,131,858
Treasury stock, beginning balance (in shares) at Mar. 31, 2023 5,165,000     5,165,000    
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Stock-based compensation $ 7,834   7,834      
Exercise of stock options (in shares) 230,400 231,000        
Exercise of stock options $ 9,183 $ 2 9,181      
Issuance of shares related to restricted stock (in shares)   203,000        
Issuance of shares related to restricted stock 0 $ 2 (2)      
Treasury share repurchases (in shares)       515,000    
Treasury share repurchases (30,547)     $ (30,547)    
Net income 106,835         106,835
Comprehensive loss (4,430)       (4,430)  
Common stock, ending balance (in shares) at Sep. 30, 2023   55,291,000        
Equity, ending balance at Sep. 30, 2023 $ 1,535,959 $ 552 552,369 $ (219,661) (35,994) 1,238,693
Treasury stock, ending balance (in shares) at Sep. 30, 2023 5,680,000     5,680,000    
Common stock, beginning balance (in shares) at Jun. 30, 2023   55,220,000        
Equity, beginning balance at Jun. 30, 2023 $ 1,480,295 $ 552 546,526 $ (219,707) (32,210) 1,185,134
Treasury stock, beginning balance (in shares) at Jun. 30, 2023       5,680,000    
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Stock-based compensation 3,688   3,688      
Exercise of stock options (in shares)   58,000        
Exercise of stock options 2,155 $ 0 2,155      
Issuance of shares related to restricted stock (in shares)   13,000        
Treasury share repurchases 46     $ 46    
Net income 53,559         53,559
Comprehensive loss (3,784)       (3,784)  
Common stock, ending balance (in shares) at Sep. 30, 2023   55,291,000        
Equity, ending balance at Sep. 30, 2023 $ 1,535,959 $ 552 $ 552,369 $ (219,661) $ (35,994) $ 1,238,693
Treasury stock, ending balance (in shares) at Sep. 30, 2023 5,680,000     5,680,000    
v3.23.3
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
6 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Operating Activities    
Net income $ 106,835 $ 106,295
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 15,186 16,632
Loss on disposal of property and equipment 191 94
Deferred income taxes 9,721 4,211
Amortization of debt origination costs 2,302 1,798
Stock-based compensation costs 7,834 7,323
Non-cash operating lease cost 2,816 2,984
Other 0 447
Changes in operating assets and liabilities:    
Accounts receivable 4,415 (8,276)
Inventories 223 (21,810)
Prepaid expenses and other current assets (3,814) (1,501)
Accounts payable (18,820) 1,016
Accrued liabilities (11,764) 9,788
Operating lease liabilities (3,493) (3,201)
Other (1,085) (13)
Net cash provided by operating activities 110,547 115,787
Investing Activities    
Purchases of property, plant and equipment (4,411) (3,423)
Other 3,800 0
Net cash provided by (used in) investing activities (611) (3,423)
Financing Activities    
Term loan repayments (85,000) (40,000)
Borrowings under revolving credit agreement 0 20,000
Repayments under revolving credit agreement 0 (20,000)
Payments of finance leases (1,403) (1,369)
Proceeds from exercise of stock options 9,183 1,489
Fair value of shares surrendered as payment of tax withholding (5,508) (5,450)
Repurchase of common stock (25,000) (50,000)
Net cash used in financing activities (107,728) (95,330)
Effects of exchange rate changes on cash and cash equivalents (630) (1,777)
Increase (decrease) in cash and cash equivalents 1,578 15,257
Cash and cash equivalents - beginning of period 58,489 27,185
Cash and cash equivalents - end of period 60,067 42,442
Supplemental Cash Flow Information    
Interest paid 33,706 19,016
Income taxes paid $ 25,118 $ 15,689
v3.23.3
Business and Basis of Presentation
6 Months Ended
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Business and Basis of Presentation Business and Basis of Presentation
Nature of Business
Prestige Consumer Healthcare Inc. (referred to herein as the “Company” or “we,” which reference shall, unless the context requires otherwise, be deemed to refer to Prestige Consumer Healthcare Inc. and all of its direct and indirect 100% owned subsidiaries on a consolidated basis) is engaged in the development, manufacturing, marketing, sales and distribution of over-the-counter (“OTC”) healthcare products to mass merchandisers, drug, food, dollar, convenience and club stores and e-commerce channels in North America (the United States and Canada) and in Australia and certain other international markets.  Prestige Consumer Healthcare Inc. is a holding company with no operations and is also the parent guarantor of the senior credit facility and the senior notes described in Note 7 to these Condensed Consolidated Financial Statements.

Economic Environment
There has been economic uncertainty in the United States and globally due to several factors, including global supply chain constraints, rising interest rates, a high inflationary environment and geopolitical events. We expect economic conditions will continue to be highly volatile and uncertain, put pressure on prices and supply, and could affect demand for our products. We have continued to see changes in the purchasing patterns of our consumers, including a reduction in the frequency of visits to retailers and a shift in many markets to purchasing our products online.

The volatile environment has impacted the supply of labor and raw materials and exacerbated rising input costs. Although we have not experienced a material disruption to our overall supply chain to date, we have and may continue to experience shortages, delays and backorders for certain ingredients and products, difficulty scheduling shipping for our products, as well as price increases from many of our suppliers for both shipping and product costs. In addition, labor shortages have impacted our manufacturing operations and may impact our ability to supply certain products to our customers. To date, these global conditions have not had a material negative impact on our operations, supply chain, overall costs or demand for most of our products or resulting aggregate sales and earnings, and, as such, it has also not materially negatively impacted our liquidity position. We continue to generate operating cash flows to meet our short-term liquidity needs. These circumstances could change, however, in this dynamic environment. If conditions cause further disruption in the global supply chain, the availability of labor and materials or otherwise further increase costs, it may materially affect our operations and those of third parties on which we rely, including causing material disruptions in the supply and distribution of our products. The extent to which these conditions impact our results and liquidity will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning global supply chain constraints, the high inflationary environment, global instability and the potential for further outbreaks of severe illnesses. These effects could have a material adverse impact on our business, liquidity, capital resources, and results of operations and those of the third parties on which we rely.

Basis of Presentation
The unaudited Condensed Consolidated Financial Statements presented herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting and the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.  All significant intercompany transactions and balances have been eliminated in consolidation.  In the opinion of management, these Condensed Consolidated Financial Statements include all adjustments, consisting of normal recurring adjustments, that are considered necessary for a fair statement of our consolidated financial position, results of operations and cash flows for the interim periods presented.  Our fiscal year ends on March 31st of each year. References in these Condensed Consolidated Financial Statements or related notes to a year (e.g., 2024) mean our fiscal year ending or ended on March 31st of that year. Operating results for the six months ended September 30, 2023 are not necessarily indicative of results that may be expected for the fiscal year ending March 31, 2024.  These unaudited Condensed Consolidated Financial Statements and related notes should be read in conjunction with our audited Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2023.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period.  Although these estimates are based on our knowledge of current events and actions that we may undertake in the future, actual results could differ from those estimates. Our most significant estimates include those made in connection with the valuation of intangible assets, stock-based compensation, fair value of debt, sales returns and allowances, trade promotional allowances, inventory obsolescence, and accounting for income taxes and related uncertain tax positions.  

Recently Adopted Accounting Pronouncements

In October 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU requires entities to apply Topic 606 to recognize and measure contract assets and liabilities in a business combination. This ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We adopted this standard effective April 1, 2023. The impact of the adoption of this new standard will depend on the magnitude of future acquisitions.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting and also issued subsequent amendments to the initial guidance (collectively, "Topic 848"). In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which extends the period of time preparers can utilize the reference rate reform relief guidance in Topic 848. Topic 848 provides optional guidance for contract modifications and certain hedging relationships associated with the transition from reference rates that are expected to be discontinued. On April 4, 2023, we entered into Amendment No. 8 ("ABL Amendment No. 8") to the Company's asset-based revolving credit facility originally entered into on January 31, 2012 (the "2012 ABL Revolver"). ABL Amendment No. 8 provides for the replacement of LIBOR with Secured Overnight Financing Rate ("SOFR") as our reference rate. On June 12, 2023, we entered into Amendment No. 7 ("Term Loan Amendment No. 7") to the Company’s term loan originally entered into on January 31, 2012 (the “2012 Term Loan”), effective July 1, 2023. Term Loan Amendment No. 7 provides for the replacement of LIBOR with SOFR as our reference rate. Effective July 1, 2023, we have transitioned all discontinued reference rates to SOFR. The adoption of the standard did not have a material impact on our Consolidated Financial Statements.
There were no other accounting pronouncements issued but not yet adopted by us that are expected to have a material impact on our Consolidated Financial Statements.
v3.23.3
Inventories
6 Months Ended
Sep. 30, 2023
Inventory Disclosure [Abstract]  
Inventories InventoriesInventories consist of the following:
(In thousands)September 30, 2023March 31, 2023
Components of Inventories
Packaging and raw materials$22,742 $20,634 
Work in process233 220 
Finished goods138,308 141,267 
Inventories$161,283 $162,121 
Inventories are carried and depicted above at the lower of cost or net realizable value, which includes a reduction in inventory values of $6.0 million at September 30, 2023 and $5.8 million at March 31, 2023 related to obsolete and slow-moving inventory.
v3.23.3
Goodwill
6 Months Ended
Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill Goodwill A reconciliation of the activity affecting goodwill by operating segment is as follows:
(In thousands)North American OTC
Healthcare
International OTC
Healthcare
Consolidated
Balance - March 31, 2023
Goodwill$711,452 $30,204 $741,656 
Accumulated impairment loss(212,516)(1,587)(214,103)
Balance - March 31, 2023498,936 28,617 527,553 
Effects of foreign currency exchange rates— (693)(693)
Balance - September 30, 2023
Goodwill711,452 29,511 740,963 
Accumulated impairment loss(212,516)(1,587)(214,103)
Balance - September 30, 2023$498,936 $27,924 $526,860 
The date of our annual impairment review was February 28, 2023, and we recorded impairment charges to goodwill of $48.8 million in our March 31, 2023 financial statements. The estimates and assumptions made in assessing the fair value of our reporting units and the valuation of the underlying assets and liabilities are inherently subject to significant uncertainties related to future sales, gross margins, and advertising and marketing expenses, which can be impacted by increases in competition, changing consumer preferences, technical advances, supply chain constraints, labor shortages, and inflation. The discount rate assumption may be influenced by such factors as changes in interest rates and rates of inflation, which can have an impact on the determination of fair value. If these assumptions are adversely affected, we may be required to record impairment charges in the future. As of September 30, 2023, we determined no events have occurred that would indicate potential impairment of goodwill.
v3.23.3
Intangible Assets, net
6 Months Ended
Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets, net Intangible Assets, net
A reconciliation of the activity affecting intangible assets, net is as follows:
(In thousands)Indefinite-
Lived
Trademarks
Finite-Lived
Trademarks and Customer Relationships
Totals
Gross Carrying Amounts
Balance — March 31, 2023$2,168,902 $411,118 $2,580,020 
Effects of foreign currency exchange rates(3,082)(785)(3,867)
Balance — September 30, 2023$2,165,820 $410,333 $2,576,153 
    
Accumulated Amortization   
Balance — March 31, 2023$— $238,127 $238,127 
Additions— 9,900 9,900 
Effects of foreign currency exchange rates— (124)(124)
Balance — September 30, 2023$— $247,903 $247,903 
Intangible assets, net - September 30, 2023$2,165,820 $162,430 $2,328,250 

Amortization expense was $4.9 million and $9.9 million for the three and six months ended September 30, 2023, respectively, and $5.6 million and $11.3 million for the three and six months ended September 30, 2022, respectively.  

Finite-lived intangible assets are expected to be amortized over their estimated useful life, which ranges from a period of 10 to 25 years, and the estimated amortization expense for each of the five succeeding years and the periods thereafter is as follows (in thousands):
(In thousands)
Year Ending March 31,Amount
2024 (remaining six months ended March 31, 2024)$9,866 
202518,061 
202616,110 
202714,519 
202812,183 
Thereafter91,691 
$162,430 

The date of our annual impairment review was February 28, 2023, and we recorded impairment charges to intangible assets of $321.4 million in our March 31, 2023 financial statements. The assumptions subject to significant uncertainties in the impairment analysis include the discount rate utilized in the analysis, as well as future sales, gross margins, and advertising and marketing expenses. The discount rate assumption may be influenced by such factors as changes in interest rates and rates of inflation, which can have an impact on the determination of fair value. Additionally, should the related fair values of intangible assets be adversely affected as a result of declining sales or margins caused by competition, changing consumer needs or preferences, technological advances, changes in advertising and marketing expenses, or the potential impacts of supply chain constraints, labor shortages, or inflation, we may be required to record impairment charges in the future. As of September 30, 2023, no events have occurred that would indicate potential impairment of intangible assets.
v3.23.3
Leases
6 Months Ended
Sep. 30, 2023
Leases [Abstract]  
Leases Leases
We lease real estate and equipment for use in our operations.

The components of lease expense for the three and six months ended September 30, 2023 and 2022 were as follows:
Three Months Ended September 30, Six Months Ended September 30,
(In thousands)2023202220232022
Finance lease cost:
     Amortization of right-of-use assets$664 $664 $1,329 $1,329 
     Interest on lease liabilities24 45 54 95 
Operating lease cost1,624 1,617 3,248 3,251 
Short term lease cost34 51 67 85 
Variable lease cost16,941 17,016 33,397 29,015 
Total net lease cost$19,287 $19,393 $38,095 $33,775 

As of September 30, 2023, the maturities of lease liabilities were as follows:
(In thousands)
Year Ending March 31,Operating LeasesFinance
Lease
Total
2024 (remaining six months ending March 31, 2024)$3,564 $1,461 $5,025 
20254,810 1,509 6,319 
20262,328 96 2,424 
20271,913 80 1,993 
20281,433 — 1,433 
Thereafter254 — 254 
Total undiscounted lease payments14,302 3,146 17,448 
Less amount of lease payments representing interest(926)(52)(978)
Total present value of lease payments$13,376 $3,094 $16,470 
The weighted average remaining lease term and weighted average discount rate were as follows:
September 30, 2023
Weighted average remaining lease term (years)
Operating leases3.02
Finance leases1.23
Weighted average discount rate
Operating leases3.62 %
Finance leases2.94 %
Leases Leases
We lease real estate and equipment for use in our operations.

The components of lease expense for the three and six months ended September 30, 2023 and 2022 were as follows:
Three Months Ended September 30, Six Months Ended September 30,
(In thousands)2023202220232022
Finance lease cost:
     Amortization of right-of-use assets$664 $664 $1,329 $1,329 
     Interest on lease liabilities24 45 54 95 
Operating lease cost1,624 1,617 3,248 3,251 
Short term lease cost34 51 67 85 
Variable lease cost16,941 17,016 33,397 29,015 
Total net lease cost$19,287 $19,393 $38,095 $33,775 

As of September 30, 2023, the maturities of lease liabilities were as follows:
(In thousands)
Year Ending March 31,Operating LeasesFinance
Lease
Total
2024 (remaining six months ending March 31, 2024)$3,564 $1,461 $5,025 
20254,810 1,509 6,319 
20262,328 96 2,424 
20271,913 80 1,993 
20281,433 — 1,433 
Thereafter254 — 254 
Total undiscounted lease payments14,302 3,146 17,448 
Less amount of lease payments representing interest(926)(52)(978)
Total present value of lease payments$13,376 $3,094 $16,470 
The weighted average remaining lease term and weighted average discount rate were as follows:
September 30, 2023
Weighted average remaining lease term (years)
Operating leases3.02
Finance leases1.23
Weighted average discount rate
Operating leases3.62 %
Finance leases2.94 %
v3.23.3
Other Accrued Liabilities
6 Months Ended
Sep. 30, 2023
Payables and Accruals [Abstract]  
Other Accrued Liabilities Other Accrued Liabilities
Other accrued liabilities consist of the following:
(In thousands)September 30, 2023March 31, 2023
Accrued marketing costs$26,512 $30,471 
Accrued compensation costs8,232 14,292 
Accrued broker commissions2,210 1,767 
Income taxes payable8,160 10,645 
Accrued professional fees4,323 4,254 
Accrued production costs6,003 5,700 
Other accrued liabilities4,640 5,395 
$60,080 $72,524 
v3.23.3
Long-Term Debt
6 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
Long-Term Debt Long-Term Debt
Long-term debt consists of the following, as of the dates indicated:

(In thousands, except percentages)September 30, 2023March 31, 2023
2021 Senior Notes bearing interest at 3.750%, with interest payable on April 1 and October 1 of each year. The 2021 Senior Notes mature on April 1, 2031.
$600,000 $600,000 
2019 Senior Notes bearing interest at 5.125%, with interest payable on January 15 and July 15 of each year. The 2019 Senior Notes mature on January 15, 2028.
400,000 400,000 
2012 Term B-5 Loans bearing interest at the Borrower's option at either LIBOR plus a margin of 2.00%, with a LIBOR floor of 0.50%, or an alternate base rate plus a margin of 1.00% per annum (at March 31, 2023) and SOFR plus a margin of 2.00% plus a credit spread adjustment (at September 30, 2023), due on July 1, 2028.
275,000 360,000 
Long-term debt1,275,000 1,360,000 
Less: unamortized debt costs(12,028)(14,212)
Long-term debt, net$1,262,972 $1,345,788 

At September 30, 2023, we had no balance outstanding on the 2012 ABL Revolver and a borrowing capacity of $171.2 million.

On April 4, 2023, we entered into Amendment No. 8 to the 2012 ABL Revolver. ABL Amendment No. 8 provides for the replacement of LIBOR with SOFR as our reference rate.
On June 12, 2023, we entered into Term Loan Amendment No. 7 to the Company’s 2012 Term Loan, effective July 1, 2023. Term Loan Amendment No. 7 provides for the replacement of LIBOR with SOFR as our reference rate.

As of September 30, 2023, aggregate future principal payments required in accordance with the terms of the 2012 Term B-5 Loans under the 2012 Term Loan, the 2012 ABL Revolver and the indentures governing the senior unsecured notes due 2031 (the "2021 Senior Notes") and the senior unsecured notes due 2028 (the "2019 Senior Notes") are as follows:
(In thousands)
Year Ending March 31,Amount
2024 (remaining six months ending March 31, 2024)$— 
2025— 
2026— 
2027— 
2028400,000 
Thereafter875,000 
$1,275,000 
v3.23.3
Fair Value Measurements
6 Months Ended
Sep. 30, 2023
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
For certain of our financial instruments, including cash, accounts receivable, accounts payable and other current liabilities, the carrying amounts approximate their respective fair values due to the relatively short maturity of these amounts.

FASB Accounting Standards Codification ("ASC") 820, Fair Value Measurements, requires fair value to be determined based on the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market assuming an orderly transaction between market participants. ASC 820 established market (observable inputs) as the preferred source of fair value, to be followed by our assumptions of fair value based on hypothetical transactions (unobservable inputs) in the absence of observable market inputs. Based upon the above, the following fair value hierarchy was created:

Level 1 - Quoted market prices for identical instruments in active markets;

Level 2 - Quoted prices for similar instruments in active markets, as well as quoted prices for identical or similar instruments in markets that are not considered active; and

Level 3 - Unobservable inputs developed by us using estimates and assumptions reflective of those that would be utilized by a market participant.

The market values have been determined based on market values for similar instruments adjusted for certain factors. As such, the 2021 Senior Notes, the 2019 Senior Notes, the 2012 Term B-5 Loans, and the 2012 ABL Revolver are measured in Level 2 of the above hierarchy. The summary below details the carrying amounts and estimated fair values of these instruments at September 30, 2023 and March 31, 2023.
September 30, 2023March 31, 2023
(In thousands)Carrying ValueFair ValueCarrying ValueFair Value
2019 Senior Notes400,000 373,000 400,000 383,500 
2021 Senior Notes600,000 482,250 600,000 510,750 
2012 Term B-5 Loans275,000 275,000 360,000 359,550 
At September 30, 2023 and March 31, 2023, we did not have any assets or liabilities measured in Level 1 or 3.
v3.23.3
Stockholders' Equity
6 Months Ended
Sep. 30, 2023
Stockholders' Equity Note [Abstract]  
Stockholders' Equity Stockholders' Equity
We are authorized to issue 250.0 million shares of common stock, $0.01 par value per share, and 5.0 million shares of preferred stock, $0.01 par value per share.  The Board of Directors may direct the issuance of the undesignated preferred stock in one or more series and determine preferences, privileges and restrictions thereof.

Each share of common stock has the right to one vote on all matters submitted to a vote of stockholders.  The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the Board of Directors, subject to prior rights of holders of all classes of outstanding stock having priority rights as to dividends.  No dividends have been declared or paid on our common stock through September 30, 2023.
On May 2, 2023, the Company's Board of Directors authorized the repurchase of up to $25.0 million of the Company's issued and outstanding common stock through May 31, 2024, utilizing open market transactions, transactions structured through investment banking institutions, in privately-negotiated transactions, by direct purchases of common stock or a combination of the foregoing in compliance with the applicable rules and regulations of the Securities and Exchange Commission. We completed the repurchase in the first quarter of fiscal 2024.

During the three and six months ended September 30, 2023 and 2022, we repurchased shares of our common stock and recorded them as treasury stock. Our share repurchases consisted of the following:

Three Months Ended September 30, Six Months Ended September 30,
2023202220232022
Shares repurchased pursuant to the provisions of the various employee restricted stock awards:
Number of shares— — 88,953 99,219 
Average price per share$— $— $61.92$54.94
Total amount repurchased$— $— $5.5 million$5.5 million
Shares repurchased in conjunction with our share repurchase program:
Number of shares— 236,681 426,479 914,236 
Average price per share$— $51.85 $58.62$54.69
Total amount repurchased$— $12.3 million$25.0 million$50.0 million
v3.23.3
Accumulated Other Comprehensive Loss
6 Months Ended
Sep. 30, 2023
Stockholders' Equity Note [Abstract]  
Accumulated Other Comprehensive Loss Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss consisted of the following at September 30, 2023 and March 31, 2023:

(In thousands)September 30, 2023March 31, 2023
Components of Accumulated Other Comprehensive Loss 
Cumulative translation adjustment$(36,710) $(32,280)
Unrecognized net gain on pension plans, net of tax of $(214) and $(214), respectively
716 716 
Accumulated other comprehensive loss, net of tax$(35,994) $(31,564)
As of September 30, 2023 and March 31, 2023, no amounts were reclassified from accumulated other comprehensive loss into earnings.
v3.23.3
Earnings Per Share
6 Months Ended
Sep. 30, 2023
Earnings Per Share [Abstract]  
Earnings Per Share Earnings Per ShareThe following table sets forth the computation of basic and diluted earnings per share:
Three Months Ended September 30, Six Months Ended September 30,
(In thousands, except per share data)2023202220232022
Numerator
Net income $53,559 $51,023 $106,835 $106,295 
   
Denominator  
Denominator for basic earnings per share — weighted average shares outstanding49,687 49,804 49,727 50,033 
Dilutive effect of unvested restricted stock units and options issued to employees and directors394 461 411 463 
Denominator for diluted earnings per share50,081 50,265 50,138 50,496 
   
Earnings per Common Share:  
Basic earnings per share$1.08 $1.02 $2.15 $2.12 
   
Diluted earnings per share$1.07 $1.02 $2.13 $2.11 
For the three months ended September 30, 2023 and 2022, there were 0.3 million and 0.4 million shares, respectively, attributable to outstanding stock-based awards that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. For the six months ended September 30, 2023 and 2022, there were 0.3 million and 0.4 million shares, respectively, attributable to outstanding stock-based awards that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.
v3.23.3
Stock-Based Compensation
6 Months Ended
Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation
In connection with our initial public offering, the Board of Directors adopted the 2005 Long-Term Equity Incentive Plan (the “2005 Plan”), which provided for grants of up to a maximum of 5.0 million shares of restricted stock, stock options, restricted stock units ("RSUs") and other equity-based awards. In June 2014, the Board of Directors approved, and in July 2014, our stockholders ratified, an increase of an additional 1.8 million shares of our common stock for issuance under the 2005 Plan, among other changes.

On June 23, 2020, the Board of Directors adopted the Prestige Consumer Healthcare Inc. 2020 Long-Term Incentive Plan (the “2020 Plan”). The 2020 Plan became effective on August 4, 2020, upon the approval of the 2020 Plan by our stockholders. On June 23, 2020, a total of 2,827,210 shares were available for issuance under the 2020 Plan (comprised of 2,000,000 new shares plus 827,210 shares that were unissued under the 2005 Plan). Since the 2020 Plan became effective, all equity awards have been made from the 2020 Plan, and the Company will not grant any additional awards under the 2005 Plan.
The following table provides information regarding our stock-based compensation:
Three Months Ended September 30, Six Months Ended September 30,
(In thousands)2023202220232022
Pre-tax stock-based compensation costs charged against income$3,688 $3,466 $7,834 $7,323 
Income tax benefit recognized on compensation costs$263 $338 $669 $875 
Total fair value of options and RSUs vested during the period$987 $64 $12,213 $10,289 
Cash received from the exercise of stock options$2,155 $— $9,183 $1,489 
Tax benefits realized from tax deductions resulting from RSU issuances and stock option exercises$263 $— $1,139 $2,895 

At September 30, 2023, there were $3.8 million of unrecognized compensation costs related to unvested stock options under the 2005 Plan and the 2020 Plan, excluding an estimate for forfeitures which may occur.  We expect to recognize such costs over a weighted average period of 2.1 years. At September 30, 2023, there were $14.8 million of unrecognized compensation costs related to unvested RSUs and performance stock units ("PSUs") under the 2005 Plan and the 2020 Plan, excluding an estimate for forfeitures which may occur.  We expect to recognize such costs over a weighted average period of 1.9 years.

At September 30, 2023, there were 1.9 million shares available for issuance under the 2020 Plan.

Restricted Stock Units
The fair value of the RSUs is determined using the closing price of our common stock on the date of the grant. A summary of the RSUs granted under the 2005 Plan and the 2020 Plan is presented below:
 
 
 
RSUs
 
Shares
(in thousands)
Weighted
Average
Grant-Date
Fair Value
Six Months Ended September 30, 2022
Unvested at March 31, 2022440.9 $38.45 
Granted148.9 55.04 
Incremental performance shares 42.4 — 
Vested (222.4)32.05 
Unvested at September 30, 2022409.8 47.14 
Vested at September 30, 2022108.5 36.54 
   
Six Months Ended September 30, 2023
Unvested at March 31, 2023409.0 $47.17 
Granted157.1 62.06 
Incremental performance shares41.4 — 
Vested (205.0)43.17 
Forfeited(8.6)53.72 
Unvested at September 30, 2023393.9 54.40 
Vested at September 30, 2023110.2 38.77 
Options

The fair value of each option award is estimated on the date of grant using the Black-Scholes Option Pricing Model that uses the assumptions presented below:
 Six Months Ended September 30,
 2023 2022
Expected volatility
30.2% - 31.6%
 
30.8% - 30.9%
Expected dividends$—  $— 
Expected term in years
6.0 to 7.0
 
6.0 to 7.0
Risk-free rate
3.6% to 4.1%
 
2.8% to 2.9%
Weighted average grant date fair value of options granted$23.79 $20.10 

A summary of option activity under the 2005 Plan and the 2020 Plan is as follows:
 
 
 
 
Options
 
 
Shares
(in thousands)
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term (years)
Aggregate
Intrinsic
Value
(in thousands)
Six Months Ended September 30, 2022
Outstanding at March 31, 20221,100.9 $40.62 
Granted197.6 54.48 
Exercised(39.1)38.04 
Outstanding at September 30, 20221,259.4 42.88 6.6$10,963 
Vested at September 30, 2022830.8 40.04 5.4$9,403 
Six Months Ended September 30, 2023    
Outstanding at March 31, 20231,081.0 $43.96 
Granted131.1 61.81 
Exercised(230.4)39.85 
Forfeited (35.8)54.81 
Expired(2.8)54.47 
Outstanding at September 30, 2023943.1 47.00 6.3$10,166 
Vested at September 30, 2023644.7 43.19 5.2$9,025 

The aggregate intrinsic value of options exercised during the six months ended September 30, 2023 was $4.7 million.
v3.23.3
Income Taxes
6 Months Ended
Sep. 30, 2023
Income Tax Disclosure [Abstract]  
Income Taxes Income TaxesIncome taxes are recorded in our quarterly financial statements based on our estimated annual effective income tax rate, subject to adjustments for discrete events, should they occur. The effective tax rates used in the calculation of income taxes were 23.9% and 23.4% for the three months ended September 30, 2023 and 2022, respectively. The effective tax rates used in the calculation of income taxes were 23.2% and 22.7% for the six months ended September 30, 2023 and 2022, respectively. The increase in the effective tax rate for the three and six months ended September 30, 2023, compared to the three and six months ended September 30, 2022, was due to discrete items primarily pertaining to state tax rate legislative changes and stock-based compensation.
v3.23.3
Commitments and Contingencies
6 Months Ended
Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and ContingenciesWe are involved from time to time in legal matters and other claims incidental to our business.  We review outstanding claims and proceedings internally and with external counsel as necessary to assess the probability and amount of a potential loss.  These assessments are re-evaluated at each reporting period and as new information becomes available to determine whether a reserve should be established or if any existing reserve should be adjusted.  The actual cost of resolving a claim or proceeding ultimately may be substantially different than the amount of the recorded reserve.  In addition, because it is not permissible under GAAP to establish a litigation reserve until the loss is both probable and estimable, in some cases there may be insufficient time to establish a reserve prior to the actual incurrence of the loss (upon verdict and judgment at trial, for example, or in the case of a quickly negotiated settlement).  We believe the reasonably possible losses from resolution of routine legal matters and other claims incidental to our business will not have a material effect on our financial statements.
v3.23.3
Concentrations of Risk
6 Months Ended
Sep. 30, 2023
Risks and Uncertainties [Abstract]  
Concentrations of Risk Concentrations of Risk
Our revenues are concentrated in the area of OTC Healthcare. We sell our products to mass merchandisers, drug, food, dollar, convenience and club stores and e-commerce channels. During the three and six months ended September 30, 2023, approximately 38.9% and 40.0%, respectively, of our gross revenues were derived from our five top selling brands. During the three and six months ended September 30, 2022, approximately 39.7% and 40.6%, respectively, of our gross revenues were derived from our five top selling brands. Walmart accounted for approximately 19.1% and 20.0%, respectively, of our gross revenues for the three and six months ended September 30, 2023. Walmart accounted for approximately 19.7% and 19.8%, respectively, of our gross revenues for the three and six months ended September 30, 2022. Amazon accounted for 10.3% of our gross revenues for the six months ended September 30, 2023. An additional customer, Walgreens, accounted for approximately 10.4% of our gross revenues for the three months ended September 30, 2022.

Our product distribution in the United States is managed by a third party through one primary distribution center in Clayton, Indiana. In addition, we operate one manufacturing facility for certain of our products located in Lynchburg, Virginia, which manufactures many of the Summer's Eve and Fleet products. A natural disaster, such as tornado, earthquake, flood, or fire, could damage our inventory and/or materially impair our ability to distribute our products to customers in a timely manner or at a reasonable cost. In addition, a serious disruption caused by performance or contractual issues with our third-party distribution manager or labor shortages or public health emergencies at our distribution center or manufacturing facility could materially impact our product distribution. Any disruption could result in increased costs, expense and/or shipping times, and could cause us to incur customer fees and penalties. We could also incur significantly higher costs and experience longer lead times if we need to replace our distribution center, the third-party distribution manager or the manufacturing facility.  As a result, any serious disruption could have a material adverse effect on our business, financial condition and results of operations.

At September 30, 2023, we had relationships with 128 third-party manufacturers.  Of those, we had long-term contracts with 28 manufacturers that produced items that accounted for approximately 74.6% of gross sales for the six months ended September 30, 2023. At September 30, 2022, we had relationships with 130 third-party manufacturers.  Of those, we had long-term contracts with 27 manufacturers that produced items that accounted for approximately 71.3% of gross sales for the six months ended September 30, 2022. The fact that we do not have long-term contracts with certain manufacturers means that they could cease manufacturing our products at any time and for any reason or initiate arbitrary and costly price increases, which could have a material adverse effect on our business and results of operations. Although we are continually in the process of negotiating long-term contracts with certain key manufacturers, we may not be able to reach a timely agreement, which could have a material adverse effect on our business and results of operations.
v3.23.3
Business Segments
6 Months Ended
Sep. 30, 2023
Segment Reporting [Abstract]  
Business Segments Business Segments
Our current reportable segments consist of (i) North American OTC Healthcare and (ii) International OTC Healthcare. We evaluate the performance of our operating segments and allocate resources to these segments based primarily on contribution margin, which we define as gross profit less advertising and marketing expenses.

The tables below summarize information about our reportable segments.
 Three Months Ended September 30, 2023
(In thousands)North American OTC
Healthcare
International OTC
Healthcare
Consolidated
Total segment revenues*$244,423 $41,893 $286,316 
Cost of sales107,466 18,830 126,296 
Gross profit136,957 23,063 160,020 
Advertising and marketing35,389 4,713 40,102 
Contribution margin$101,568 $18,350 $119,918 
Other operating expenses 31,668 
Operating income $88,250 
* Intersegment revenues of $0.6 million were eliminated from the North American OTC Healthcare segment.

 Six Months Ended September 30, 2023
(In thousands)North American OTC
Healthcare
International OTC
Healthcare
Consolidated
Total segment revenues*$490,566 $75,059 $565,625 
Cost of sales217,542 33,390 250,932 
Gross profit273,024 41,669 314,693 
Advertising and marketing66,790 9,543 76,333 
Contribution margin$206,234 $32,126 $238,360 
Other operating expenses 64,916 
Operating income $173,444 
* Intersegment revenues of $2.0 million were eliminated from the North American OTC Healthcare segment.


 Three Months Ended September 30, 2022
(In thousands)North American OTC
Healthcare
International OTC
Healthcare
Consolidated
Total segment revenues*$252,054 $37,219 $289,273 
Cost of sales113,533 14,731 128,264 
Gross profit 138,521 22,488 161,009 
Advertising and marketing39,316 4,503 43,819 
Contribution margin$99,205 $17,985 $117,190 
Other operating expenses 32,806 
Operating income $84,384 
* Intersegment revenues of $1.1 million were eliminated from the North American OTC Healthcare segment.
 Six Months Ended September 30, 2022
(In thousands)North American OTC
Healthcare
International OTC
Healthcare
Consolidated
Total segment revenues*$494,572 $71,760 $566,332 
Cost of sales216,454 28,750 245,204 
Gross profit 278,118 43,010 321,128 
Advertising and marketing74,728 9,042 83,770 
Contribution margin$203,390 $33,968 $237,358 
Other operating expenses 65,960 
Operating income $171,398 
* Intersegment revenues of $1.7 million were eliminated from the North American OTC Healthcare segment.


The tables below summarize information about our segment revenues from similar product groups.
Three Months Ended September 30, 2023
(In thousands)North American OTC
Healthcare
International OTC
Healthcare
Consolidated
Analgesics$29,976 $1,386 $31,362 
Cough & Cold25,970 7,263 33,233 
Women's Health55,000 7,072 62,072 
Gastrointestinal38,703 14,061 52,764 
Eye & Ear Care39,745 7,125 46,870 
Dermatologicals33,018 1,469 34,487 
Oral Care19,312 3,469 22,781 
Other OTC2,699 48 2,747 
Total segment revenues$244,423 $41,893 $286,316 

Six Months Ended September 30, 2023
(In thousands)North American OTC
Healthcare
International OTC
Healthcare
Consolidated
Analgesics$57,158 $2,228 $59,386 
Cough & Cold46,344 13,315 59,659 
Women's Health109,955 12,028 121,983 
Gastrointestinal83,384 26,971 110,355 
Eye & Ear Care79,216 11,146 90,362 
Dermatologicals67,696 2,807 70,503 
Oral Care41,038 6,491 47,529 
Other OTC5,775 73 5,848 
Total segment revenues$490,566 $75,059 $565,625 
Three Months Ended September 30, 2022
(In thousands)North American OTC
Healthcare
International OTC
Healthcare
Consolidated
Analgesics$32,750 $541 $33,291 
Cough & Cold24,058 7,168 31,226 
Women's Health59,379 4,745 64,124 
Gastrointestinal41,272 16,037 57,309 
Eye & Ear Care37,961 4,734 42,695 
Dermatologicals32,872 902 33,774 
Oral Care21,251 3,080 24,331 
Other OTC2,511 12 2,523 
Total segment revenues$252,054 $37,219 $289,273 
Six Months Ended September 30, 2022
(In thousands)North American OTC
Healthcare
International OTC
Healthcare
Consolidated
Analgesics$60,547 $994 $61,541 
Cough & Cold45,650 13,439 59,089 
Women's Health120,563 9,612 130,175 
Gastrointestinal81,339 30,064 111,403 
Eye & Ear Care76,572 9,470 86,042 
Dermatologicals62,327 1,908 64,235 
Oral Care42,226 6,250 48,476 
Other OTC5,348 23 5,371 
Total segment revenues$494,572 $71,760 $566,332 
v3.23.3
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Pay vs Performance Disclosure        
Net income $ 53,559 $ 51,023 $ 106,835 $ 106,295
v3.23.3
Insider Trading Arrangements
3 Months Ended 6 Months Ended
Sep. 30, 2023
shares
Sep. 30, 2023
shares
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement  
The following is a summary of the material terms of the contracts, instructions or written plans for the purchase or sale of the Company's securities adopted or terminated by our officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) or directors during the three months ended September 30, 2023:
Name and PositionDateActionSatisfies Affirmative Defense under Rule 10b5-(c)Expiration DateTotal Ordinary Shares to be Sold
Mary Beth FritzSeptember 15, 2023AdoptionXSeptember 27, 202415,871 
Senior Vice President
Quality & Regulatory Affairs
Non-Rule 10b5-1 Arrangement Adopted false  
Rule 10b5-1 Arrangement Terminated true  
Non-Rule 10b5-1 Arrangement Terminated false  
Mary Beth Fritz [Member]    
Trading Arrangements, by Individual    
Name Mary Beth Fritz  
Title Senior Vice President  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date September 15, 2023  
Arrangement Duration 378 days  
Aggregate Available 15,871 15,871
v3.23.3
Business and Basis of Presentation (Policies)
6 Months Ended
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation Basis of Presentation
The unaudited Condensed Consolidated Financial Statements presented herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting and the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.  All significant intercompany transactions and balances have been eliminated in consolidation.  In the opinion of management, these Condensed Consolidated Financial Statements include all adjustments, consisting of normal recurring adjustments, that are considered necessary for a fair statement of our consolidated financial position, results of operations and cash flows for the interim periods presented.  Our fiscal year ends on March 31st of each year. References in these Condensed Consolidated Financial Statements or related notes to a year (e.g., 2024) mean our fiscal year ending or ended on March 31st of that year. Operating results for the six months ended September 30, 2023 are not necessarily indicative of results that may be expected for the fiscal year ending March 31, 2024.  These unaudited Condensed Consolidated Financial Statements and related notes should be read in conjunction with our audited Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2023.
Use of Estimates Use of EstimatesThe preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period.  Although these estimates are based on our knowledge of current events and actions that we may undertake in the future, actual results could differ from those estimates. Our most significant estimates include those made in connection with the valuation of intangible assets, stock-based compensation, fair value of debt, sales returns and allowances, trade promotional allowances, inventory obsolescence, and accounting for income taxes and related uncertain tax positions.
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements
Recently Adopted Accounting Pronouncements

In October 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU requires entities to apply Topic 606 to recognize and measure contract assets and liabilities in a business combination. This ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We adopted this standard effective April 1, 2023. The impact of the adoption of this new standard will depend on the magnitude of future acquisitions.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting and also issued subsequent amendments to the initial guidance (collectively, "Topic 848"). In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which extends the period of time preparers can utilize the reference rate reform relief guidance in Topic 848. Topic 848 provides optional guidance for contract modifications and certain hedging relationships associated with the transition from reference rates that are expected to be discontinued. On April 4, 2023, we entered into Amendment No. 8 ("ABL Amendment No. 8") to the Company's asset-based revolving credit facility originally entered into on January 31, 2012 (the "2012 ABL Revolver"). ABL Amendment No. 8 provides for the replacement of LIBOR with Secured Overnight Financing Rate ("SOFR") as our reference rate. On June 12, 2023, we entered into Amendment No. 7 ("Term Loan Amendment No. 7") to the Company’s term loan originally entered into on January 31, 2012 (the “2012 Term Loan”), effective July 1, 2023. Term Loan Amendment No. 7 provides for the replacement of LIBOR with SOFR as our reference rate. Effective July 1, 2023, we have transitioned all discontinued reference rates to SOFR. The adoption of the standard did not have a material impact on our Consolidated Financial Statements.
There were no other accounting pronouncements issued but not yet adopted by us that are expected to have a material impact on our Consolidated Financial Statements.
v3.23.3
Inventories (Tables)
6 Months Ended
Sep. 30, 2023
Inventory Disclosure [Abstract]  
Inventories Inventories consist of the following:
(In thousands)September 30, 2023March 31, 2023
Components of Inventories
Packaging and raw materials$22,742 $20,634 
Work in process233 220 
Finished goods138,308 141,267 
Inventories$161,283 $162,121 
v3.23.3
Goodwill (Tables)
6 Months Ended
Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Reconciliation of the Activity Affecting Goodwill A reconciliation of the activity affecting goodwill by operating segment is as follows:
(In thousands)North American OTC
Healthcare
International OTC
Healthcare
Consolidated
Balance - March 31, 2023
Goodwill$711,452 $30,204 $741,656 
Accumulated impairment loss(212,516)(1,587)(214,103)
Balance - March 31, 2023498,936 28,617 527,553 
Effects of foreign currency exchange rates— (693)(693)
Balance - September 30, 2023
Goodwill711,452 29,511 740,963 
Accumulated impairment loss(212,516)(1,587)(214,103)
Balance - September 30, 2023$498,936 $27,924 $526,860 
v3.23.3
Intangible Assets, net (Tables)
6 Months Ended
Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Reconciliation of the Activity Affecting Finite Lived Intangible Assets A reconciliation of the activity affecting intangible assets, net is as follows:
(In thousands)Indefinite-
Lived
Trademarks
Finite-Lived
Trademarks and Customer Relationships
Totals
Gross Carrying Amounts
Balance — March 31, 2023$2,168,902 $411,118 $2,580,020 
Effects of foreign currency exchange rates(3,082)(785)(3,867)
Balance — September 30, 2023$2,165,820 $410,333 $2,576,153 
    
Accumulated Amortization   
Balance — March 31, 2023$— $238,127 $238,127 
Additions— 9,900 9,900 
Effects of foreign currency exchange rates— (124)(124)
Balance — September 30, 2023$— $247,903 $247,903 
Intangible assets, net - September 30, 2023$2,165,820 $162,430 $2,328,250 
Reconciliation of the Activity Affecting Indefinite Lived Intangible Assets A reconciliation of the activity affecting intangible assets, net is as follows:
(In thousands)Indefinite-
Lived
Trademarks
Finite-Lived
Trademarks and Customer Relationships
Totals
Gross Carrying Amounts
Balance — March 31, 2023$2,168,902 $411,118 $2,580,020 
Effects of foreign currency exchange rates(3,082)(785)(3,867)
Balance — September 30, 2023$2,165,820 $410,333 $2,576,153 
    
Accumulated Amortization   
Balance — March 31, 2023$— $238,127 $238,127 
Additions— 9,900 9,900 
Effects of foreign currency exchange rates— (124)(124)
Balance — September 30, 2023$— $247,903 $247,903 
Intangible assets, net - September 30, 2023$2,165,820 $162,430 $2,328,250 
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense Finite-lived intangible assets are expected to be amortized over their estimated useful life, which ranges from a period of 10 to 25 years, and the estimated amortization expense for each of the five succeeding years and the periods thereafter is as follows (in thousands):
(In thousands)
Year Ending March 31,Amount
2024 (remaining six months ended March 31, 2024)$9,866 
202518,061 
202616,110 
202714,519 
202812,183 
Thereafter91,691 
$162,430 
v3.23.3
Leases (Tables)
6 Months Ended
Sep. 30, 2023
Leases [Abstract]  
Components of Lease Expense The components of lease expense for the three and six months ended September 30, 2023 and 2022 were as follows:
Three Months Ended September 30, Six Months Ended September 30,
(In thousands)2023202220232022
Finance lease cost:
     Amortization of right-of-use assets$664 $664 $1,329 $1,329 
     Interest on lease liabilities24 45 54 95 
Operating lease cost1,624 1,617 3,248 3,251 
Short term lease cost34 51 67 85 
Variable lease cost16,941 17,016 33,397 29,015 
Total net lease cost$19,287 $19,393 $38,095 $33,775 
The weighted average remaining lease term and weighted average discount rate were as follows:
September 30, 2023
Weighted average remaining lease term (years)
Operating leases3.02
Finance leases1.23
Weighted average discount rate
Operating leases3.62 %
Finance leases2.94 %
Maturities of Operating Leases
As of September 30, 2023, the maturities of lease liabilities were as follows:
(In thousands)
Year Ending March 31,Operating LeasesFinance
Lease
Total
2024 (remaining six months ending March 31, 2024)$3,564 $1,461 $5,025 
20254,810 1,509 6,319 
20262,328 96 2,424 
20271,913 80 1,993 
20281,433 — 1,433 
Thereafter254 — 254 
Total undiscounted lease payments14,302 3,146 17,448 
Less amount of lease payments representing interest(926)(52)(978)
Total present value of lease payments$13,376 $3,094 $16,470 
Maturities of Finance Leases
As of September 30, 2023, the maturities of lease liabilities were as follows:
(In thousands)
Year Ending March 31,Operating LeasesFinance
Lease
Total
2024 (remaining six months ending March 31, 2024)$3,564 $1,461 $5,025 
20254,810 1,509 6,319 
20262,328 96 2,424 
20271,913 80 1,993 
20281,433 — 1,433 
Thereafter254 — 254 
Total undiscounted lease payments14,302 3,146 17,448 
Less amount of lease payments representing interest(926)(52)(978)
Total present value of lease payments$13,376 $3,094 $16,470 
v3.23.3
Other Accrued Liabilities (Tables)
6 Months Ended
Sep. 30, 2023
Payables and Accruals [Abstract]  
Other Accrued Liabilities
Other accrued liabilities consist of the following:
(In thousands)September 30, 2023March 31, 2023
Accrued marketing costs$26,512 $30,471 
Accrued compensation costs8,232 14,292 
Accrued broker commissions2,210 1,767 
Income taxes payable8,160 10,645 
Accrued professional fees4,323 4,254 
Accrued production costs6,003 5,700 
Other accrued liabilities4,640 5,395 
$60,080 $72,524 
v3.23.3
Long-Term Debt (Tables)
6 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
Schedule of Long-term Debt
Long-term debt consists of the following, as of the dates indicated:

(In thousands, except percentages)September 30, 2023March 31, 2023
2021 Senior Notes bearing interest at 3.750%, with interest payable on April 1 and October 1 of each year. The 2021 Senior Notes mature on April 1, 2031.
$600,000 $600,000 
2019 Senior Notes bearing interest at 5.125%, with interest payable on January 15 and July 15 of each year. The 2019 Senior Notes mature on January 15, 2028.
400,000 400,000 
2012 Term B-5 Loans bearing interest at the Borrower's option at either LIBOR plus a margin of 2.00%, with a LIBOR floor of 0.50%, or an alternate base rate plus a margin of 1.00% per annum (at March 31, 2023) and SOFR plus a margin of 2.00% plus a credit spread adjustment (at September 30, 2023), due on July 1, 2028.
275,000 360,000 
Long-term debt1,275,000 1,360,000 
Less: unamortized debt costs(12,028)(14,212)
Long-term debt, net$1,262,972 $1,345,788 
Aggregate Future Principal Payments As of September 30, 2023, aggregate future principal payments required in accordance with the terms of the 2012 Term B-5 Loans under the 2012 Term Loan, the 2012 ABL Revolver and the indentures governing the senior unsecured notes due 2031 (the "2021 Senior Notes") and the senior unsecured notes due 2028 (the "2019 Senior Notes") are as follows:
(In thousands)
Year Ending March 31,Amount
2024 (remaining six months ending March 31, 2024)$— 
2025— 
2026— 
2027— 
2028400,000 
Thereafter875,000 
$1,275,000 
v3.23.3
Fair Value Measurements (Tables)
6 Months Ended
Sep. 30, 2023
Fair Value Disclosures [Abstract]  
Summary of Carry Amounts and Fair Value Measurements The summary below details the carrying amounts and estimated fair values of these instruments at September 30, 2023 and March 31, 2023.
September 30, 2023March 31, 2023
(In thousands)Carrying ValueFair ValueCarrying ValueFair Value
2019 Senior Notes400,000 373,000 400,000 383,500 
2021 Senior Notes600,000 482,250 600,000 510,750 
2012 Term B-5 Loans275,000 275,000 360,000 359,550 
v3.23.3
Stockholders' Equity (Tables)
6 Months Ended
Sep. 30, 2023
Stockholders' Equity Note [Abstract]  
Class of Treasury Stock Our share repurchases consisted of the following:
Three Months Ended September 30, Six Months Ended September 30,
2023202220232022
Shares repurchased pursuant to the provisions of the various employee restricted stock awards:
Number of shares— — 88,953 99,219 
Average price per share$— $— $61.92$54.94
Total amount repurchased$— $— $5.5 million$5.5 million
Shares repurchased in conjunction with our share repurchase program:
Number of shares— 236,681 426,479 914,236 
Average price per share$— $51.85 $58.62$54.69
Total amount repurchased$— $12.3 million$25.0 million$50.0 million
v3.23.3
Accumulated Other Comprehensive Loss (Tables)
6 Months Ended
Sep. 30, 2023
Stockholders' Equity Note [Abstract]  
Schedule of Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss consisted of the following at September 30, 2023 and March 31, 2023:

(In thousands)September 30, 2023March 31, 2023
Components of Accumulated Other Comprehensive Loss 
Cumulative translation adjustment$(36,710) $(32,280)
Unrecognized net gain on pension plans, net of tax of $(214) and $(214), respectively
716 716 
Accumulated other comprehensive loss, net of tax$(35,994) $(31,564)
v3.23.3
Earnings Per Share (Tables)
6 Months Ended
Sep. 30, 2023
Earnings Per Share [Abstract]  
Computation of Basic and Diluted Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share:
Three Months Ended September 30, Six Months Ended September 30,
(In thousands, except per share data)2023202220232022
Numerator
Net income $53,559 $51,023 $106,835 $106,295 
   
Denominator  
Denominator for basic earnings per share — weighted average shares outstanding49,687 49,804 49,727 50,033 
Dilutive effect of unvested restricted stock units and options issued to employees and directors394 461 411 463 
Denominator for diluted earnings per share50,081 50,265 50,138 50,496 
   
Earnings per Common Share:  
Basic earnings per share$1.08 $1.02 $2.15 $2.12 
   
Diluted earnings per share$1.07 $1.02 $2.13 $2.11 
v3.23.3
Stock-Based Compensation (Tables)
6 Months Ended
Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]  
Compensation Expense Information The following table provides information regarding our stock-based compensation:
Three Months Ended September 30, Six Months Ended September 30,
(In thousands)2023202220232022
Pre-tax stock-based compensation costs charged against income$3,688 $3,466 $7,834 $7,323 
Income tax benefit recognized on compensation costs$263 $338 $669 $875 
Total fair value of options and RSUs vested during the period$987 $64 $12,213 $10,289 
Cash received from the exercise of stock options$2,155 $— $9,183 $1,489 
Tax benefits realized from tax deductions resulting from RSU issuances and stock option exercises$263 $— $1,139 $2,895 
Summary of Restricted Shares A summary of the RSUs granted under the 2005 Plan and the 2020 Plan is presented below:
 
 
 
RSUs
 
Shares
(in thousands)
Weighted
Average
Grant-Date
Fair Value
Six Months Ended September 30, 2022
Unvested at March 31, 2022440.9 $38.45 
Granted148.9 55.04 
Incremental performance shares 42.4 — 
Vested (222.4)32.05 
Unvested at September 30, 2022409.8 47.14 
Vested at September 30, 2022108.5 36.54 
   
Six Months Ended September 30, 2023
Unvested at March 31, 2023409.0 $47.17 
Granted157.1 62.06 
Incremental performance shares41.4 — 
Vested (205.0)43.17 
Forfeited(8.6)53.72 
Unvested at September 30, 2023393.9 54.40 
Vested at September 30, 2023110.2 38.77 
Fair Value of Options Granted
The fair value of each option award is estimated on the date of grant using the Black-Scholes Option Pricing Model that uses the assumptions presented below:
 Six Months Ended September 30,
 2023 2022
Expected volatility
30.2% - 31.6%
 
30.8% - 30.9%
Expected dividends$—  $— 
Expected term in years
6.0 to 7.0
 
6.0 to 7.0
Risk-free rate
3.6% to 4.1%
 
2.8% to 2.9%
Weighted average grant date fair value of options granted$23.79 $20.10 
Stock Option Activity A summary of option activity under the 2005 Plan and the 2020 Plan is as follows:
 
 
 
 
Options
 
 
Shares
(in thousands)
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term (years)
Aggregate
Intrinsic
Value
(in thousands)
Six Months Ended September 30, 2022
Outstanding at March 31, 20221,100.9 $40.62 
Granted197.6 54.48 
Exercised(39.1)38.04 
Outstanding at September 30, 20221,259.4 42.88 6.6$10,963 
Vested at September 30, 2022830.8 40.04 5.4$9,403 
Six Months Ended September 30, 2023    
Outstanding at March 31, 20231,081.0 $43.96 
Granted131.1 61.81 
Exercised(230.4)39.85 
Forfeited (35.8)54.81 
Expired(2.8)54.47 
Outstanding at September 30, 2023943.1 47.00 6.3$10,166 
Vested at September 30, 2023644.7 43.19 5.2$9,025 
v3.23.3
Business Segments (Tables)
6 Months Ended
Sep. 30, 2023
Segment Reporting [Abstract]  
Operating and Reportable Segments The tables below summarize information about our reportable segments.
 Three Months Ended September 30, 2023
(In thousands)North American OTC
Healthcare
International OTC
Healthcare
Consolidated
Total segment revenues*$244,423 $41,893 $286,316 
Cost of sales107,466 18,830 126,296 
Gross profit136,957 23,063 160,020 
Advertising and marketing35,389 4,713 40,102 
Contribution margin$101,568 $18,350 $119,918 
Other operating expenses 31,668 
Operating income $88,250 
* Intersegment revenues of $0.6 million were eliminated from the North American OTC Healthcare segment.

 Six Months Ended September 30, 2023
(In thousands)North American OTC
Healthcare
International OTC
Healthcare
Consolidated
Total segment revenues*$490,566 $75,059 $565,625 
Cost of sales217,542 33,390 250,932 
Gross profit273,024 41,669 314,693 
Advertising and marketing66,790 9,543 76,333 
Contribution margin$206,234 $32,126 $238,360 
Other operating expenses 64,916 
Operating income $173,444 
* Intersegment revenues of $2.0 million were eliminated from the North American OTC Healthcare segment.


 Three Months Ended September 30, 2022
(In thousands)North American OTC
Healthcare
International OTC
Healthcare
Consolidated
Total segment revenues*$252,054 $37,219 $289,273 
Cost of sales113,533 14,731 128,264 
Gross profit 138,521 22,488 161,009 
Advertising and marketing39,316 4,503 43,819 
Contribution margin$99,205 $17,985 $117,190 
Other operating expenses 32,806 
Operating income $84,384 
* Intersegment revenues of $1.1 million were eliminated from the North American OTC Healthcare segment.
 Six Months Ended September 30, 2022
(In thousands)North American OTC
Healthcare
International OTC
Healthcare
Consolidated
Total segment revenues*$494,572 $71,760 $566,332 
Cost of sales216,454 28,750 245,204 
Gross profit 278,118 43,010 321,128 
Advertising and marketing74,728 9,042 83,770 
Contribution margin$203,390 $33,968 $237,358 
Other operating expenses 65,960 
Operating income $171,398 
* Intersegment revenues of $1.7 million were eliminated from the North American OTC Healthcare segment.
Revenues from Similar Product Groups
The tables below summarize information about our segment revenues from similar product groups.
Three Months Ended September 30, 2023
(In thousands)North American OTC
Healthcare
International OTC
Healthcare
Consolidated
Analgesics$29,976 $1,386 $31,362 
Cough & Cold25,970 7,263 33,233 
Women's Health55,000 7,072 62,072 
Gastrointestinal38,703 14,061 52,764 
Eye & Ear Care39,745 7,125 46,870 
Dermatologicals33,018 1,469 34,487 
Oral Care19,312 3,469 22,781 
Other OTC2,699 48 2,747 
Total segment revenues$244,423 $41,893 $286,316 

Six Months Ended September 30, 2023
(In thousands)North American OTC
Healthcare
International OTC
Healthcare
Consolidated
Analgesics$57,158 $2,228 $59,386 
Cough & Cold46,344 13,315 59,659 
Women's Health109,955 12,028 121,983 
Gastrointestinal83,384 26,971 110,355 
Eye & Ear Care79,216 11,146 90,362 
Dermatologicals67,696 2,807 70,503 
Oral Care41,038 6,491 47,529 
Other OTC5,775 73 5,848 
Total segment revenues$490,566 $75,059 $565,625 
Three Months Ended September 30, 2022
(In thousands)North American OTC
Healthcare
International OTC
Healthcare
Consolidated
Analgesics$32,750 $541 $33,291 
Cough & Cold24,058 7,168 31,226 
Women's Health59,379 4,745 64,124 
Gastrointestinal41,272 16,037 57,309 
Eye & Ear Care37,961 4,734 42,695 
Dermatologicals32,872 902 33,774 
Oral Care21,251 3,080 24,331 
Other OTC2,511 12 2,523 
Total segment revenues$252,054 $37,219 $289,273 
Six Months Ended September 30, 2022
(In thousands)North American OTC
Healthcare
International OTC
Healthcare
Consolidated
Analgesics$60,547 $994 $61,541 
Cough & Cold45,650 13,439 59,089 
Women's Health120,563 9,612 130,175 
Gastrointestinal81,339 30,064 111,403 
Eye & Ear Care76,572 9,470 86,042 
Dermatologicals62,327 1,908 64,235 
Oral Care42,226 6,250 48,476 
Other OTC5,348 23 5,371 
Total segment revenues$494,572 $71,760 $566,332 
v3.23.3
Inventories - Summary of Inventories (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Mar. 31, 2023
Inventory Disclosure [Abstract]    
Packaging and raw materials $ 22,742 $ 20,634
Work in process 233 220
Finished goods 138,308 141,267
Inventories $ 161,283 $ 162,121
v3.23.3
Inventories - Narrative (Details) - USD ($)
$ in Millions
Sep. 30, 2023
Mar. 31, 2023
Inventory Disclosure [Abstract]    
Inventory valuation reserves related to obsolete and slow-moving inventory $ 6.0 $ 5.8
v3.23.3
Goodwill - Schedule of Changes (Details)
$ in Thousands
6 Months Ended
Sep. 30, 2023
USD ($)
Goodwill [Roll Forward]  
Goodwill $ 741,656
Accumulated impairment loss, beginning (214,103)
Goodwill, net 527,553
Effects of foreign currency exchange rates (693)
Goodwill, gross, ending 740,963
Accumulated impairment loss, ending (214,103)
Goodwill, net, ending 526,860
North American OTC Healthcare  
Goodwill [Roll Forward]  
Goodwill 711,452
Accumulated impairment loss, beginning (212,516)
Goodwill, net 498,936
Effects of foreign currency exchange rates 0
Goodwill, gross, ending 711,452
Accumulated impairment loss, ending (212,516)
Goodwill, net, ending 498,936
International OTC Healthcare  
Goodwill [Roll Forward]  
Goodwill 30,204
Accumulated impairment loss, beginning (1,587)
Goodwill, net 28,617
Effects of foreign currency exchange rates (693)
Goodwill, gross, ending 29,511
Accumulated impairment loss, ending (1,587)
Goodwill, net, ending $ 27,924
v3.23.3
Goodwill - Narrative (Details)
$ in Millions
12 Months Ended
Mar. 31, 2023
USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill, impairment loss $ 48.8
v3.23.3
Intangible Assets, net - Activity Affecting Intangible Assets (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Mar. 31, 2023
Intangible Assets, Gross [Abstract]          
Totals, gross, beginning balance     $ 2,580,020    
Totals, effects of foreign currency exchange rate     (3,867)    
Totals, gross, ending balance $ 2,576,153   2,576,153    
Finite-lived Intangible Assets, Accumulated Amortization [Abstract]          
Accumulated amortization, beginning balance     238,127    
Accumulated amortization, additions 4,900 $ 5,600 9,900 $ 11,300  
Accumulated amortization, effects of foreign exchange rates     (124)    
Accumulated amortization, ending balance 247,903   247,903    
Finite-Lived Intangible Assets, Net [Abstract]          
Finite-Lived Intangible Assets, Net 162,430   162,430    
Intangible Assets, Net [Abstract]          
Intangible Assets, Net (Excluding Goodwill), Total 2,328,250   2,328,250   $ 2,341,893
Finite-Lived Trademarks and Customer Relationships          
Finite-Lived Intangible Assets, Gross [Abstract]          
Finite-lived trademarks and customer relationships, beginning balance     411,118    
Finite-lived trademarks and customer relationships, effects of foreign currency exchange rate     (785)    
Finite-lived trademarks and customer relationships, ending balance 410,333   410,333    
Finite-lived Intangible Assets, Accumulated Amortization [Abstract]          
Accumulated amortization, beginning balance     238,127    
Accumulated amortization, additions     9,900    
Accumulated amortization, effects of foreign exchange rates     (124)    
Accumulated amortization, ending balance 247,903   247,903    
Finite-Lived Intangible Assets, Net [Abstract]          
Finite-Lived Intangible Assets, Net 162,430   162,430    
Indefinite- Lived Trademarks          
Indefinite-Lived Intangible Assets [Abstract]          
Indefinite-lived trademarks, beginning balance     2,168,902    
Indefinite lived trademarks, effects of foreign currency exchange rate     (3,082)    
Indefinite-lived trademarks, ending balance $ 2,165,820   $ 2,165,820    
v3.23.3
Intangible Assets, net - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended 12 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Mar. 31, 2023
Finite-Lived Intangible Assets [Line Items]          
Amortization expense $ 4,900 $ 5,600 $ 9,900 $ 11,300  
Impairment of intangible assets         $ 321,400
Minimum          
Finite-Lived Intangible Assets [Line Items]          
Intangible asset, useful life 10 years   10 years    
Maximum          
Finite-Lived Intangible Assets [Line Items]          
Intangible asset, useful life 25 years   25 years    
v3.23.3
Intangible Assets, net - Future Amortization of Intangible Assets (Details)
$ in Thousands
Sep. 30, 2023
USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]  
2024 (remaining six months ended March 31, 2024) $ 9,866
2025 18,061
2026 16,110
2027 14,519
2028 12,183
Thereafter 91,691
Finite-lived intangible assets, net $ 162,430
v3.23.3
Leases - Lease Cost (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Leases [Abstract]        
Amortization of right-of-use assets $ 664 $ 664 $ 1,329 $ 1,329
Interest on lease liabilities 24 45 54 95
Operating lease cost 1,624 1,617 3,248 3,251
Short term lease cost 34 51 67 85
Variable lease cost 16,941 17,016 33,397 29,015
Total net lease cost $ 19,287 $ 19,393 $ 38,095 $ 33,775
v3.23.3
Leases - Lease Maturities (Details)
$ in Thousands
Sep. 30, 2023
USD ($)
Operating Leases  
2024 (remaining six months ending March 31, 2024) $ 3,564
2025 4,810
2026 2,328
2027 1,913
2028 1,433
Thereafter 254
Total undiscounted lease payments 14,302
Less amount of lease payments representing interest (926)
Total present value of lease payments 13,376
Finance Lease  
2024 (remaining six months ending March 31, 2024) 1,461
2025 1,509
2026 96
2027 80
2028 0
Thereafter 0
Total undiscounted lease payments 3,146
Less amount of lease payments representing interest (52)
Total present value of lease payments 3,094
Total  
2024 (remaining six months ending March 31, 2024) 5,025
2025 6,319
2026 2,424
2027 1,993
2028 1,433
Thereafter 254
Total undiscounted lease payments 17,448
Less amount of lease payments representing interest (978)
Total present value of lease payments $ 16,470
v3.23.3
Leases - Additional Information (Details)
Sep. 30, 2023
Weighted average remaining lease term (years)  
Operating leases 3 years 7 days
Finance leases 1 year 2 months 23 days
Weighted average discount rate  
Operating leases 3.62%
Finance leases 2.94%
v3.23.3
Other Accrued Liabilities (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Mar. 31, 2023
Payables and Accruals [Abstract]    
Accrued marketing costs $ 26,512 $ 30,471
Accrued compensation costs 8,232 14,292
Accrued broker commissions 2,210 1,767
Income taxes payable 8,160 10,645
Accrued professional fees 4,323 4,254
Accrued production costs 6,003 5,700
Other accrued liabilities 4,640 5,395
Total other accrued liabilities $ 60,080 $ 72,524
v3.23.3
Long-Term Debt - Schedule of Long-term Debt (Details) - USD ($)
$ in Thousands
6 Months Ended 12 Months Ended
Sep. 30, 2023
Mar. 31, 2023
Debt Instrument [Line Items]    
Total long-term debt (including current portion) $ 1,275,000  
Long-term debt, net 1,275,000 $ 1,360,000
Less: unamortized debt costs (12,028) (14,212)
Long-term debt, net $ 1,262,972 1,345,788
Senior Notes | 2021 Senior Notes    
Debt Instrument [Line Items]    
Debt instrument, stated interest rate 3.75%  
Total long-term debt (including current portion) $ 600,000 600,000
Senior Notes | 2019 Senior Notes    
Debt Instrument [Line Items]    
Debt instrument, stated interest rate 5.125%  
Total long-term debt (including current portion) $ 400,000 400,000
Term Loans | 2012 Term B-5 Loans    
Debt Instrument [Line Items]    
Total long-term debt (including current portion) $ 275,000 $ 360,000
Term Loans | 2012 Term B-5 Loans | LIBOR    
Debt Instrument [Line Items]    
Debt instrument, basis spread on variable rate   2.00%
Debt instrument, variable rate, minimum   0.50%
Term Loans | 2012 Term B-5 Loans | Base Rate    
Debt Instrument [Line Items]    
Debt instrument, basis spread on variable rate   1.00%
Term Loans | 2012 Term B-5 Loans | SOFR    
Debt Instrument [Line Items]    
Debt instrument, basis spread on variable rate 2.00%  
v3.23.3
Long-Term Debt - Narrative (Details)
$ in Thousands
Sep. 30, 2023
USD ($)
Debt Instrument [Line Items]  
Long-term debt outstanding $ 1,275,000
Revolving Credit Facility | 2012 ABL Revolver  
Debt Instrument [Line Items]  
Long-term debt outstanding 0
Borrowing capacity $ 171,200
v3.23.3
Long-Term Debt - Maturities of Long-term Debt (Details)
$ in Thousands
Sep. 30, 2023
USD ($)
Aggregate Future Principal Payments  
2024 (remaining six months ending March 31, 2024) $ 0
2025 0
2026 0
2027 0
2028 400,000
Thereafter 875,000
Total long-term debt (including current portion) $ 1,275,000
v3.23.3
Fair Value Measurements (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Mar. 31, 2023
Senior Notes | 2019 Senior Notes | Carrying Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Long-term debt, senior notes and term loans $ 400,000 $ 400,000
Senior Notes | 2021 Senior Notes | Carrying Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Long-term debt, senior notes and term loans 600,000 600,000
Term Loans | 2012 Term B-5 Loans | Carrying Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Long-term debt, senior notes and term loans 275,000 360,000
Fair Value, Measurements, Recurring | Senior Notes | 2019 Senior Notes | Fair Value | Fair Value, Inputs, Level 2    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Long-term debt, senior notes and term loans 373,000 383,500
Fair Value, Measurements, Recurring | Senior Notes | 2021 Senior Notes | Fair Value | Fair Value, Inputs, Level 2    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Long-term debt, senior notes and term loans 482,250 510,750
Fair Value, Measurements, Recurring | Term Loans | 2012 Term B-5 Loans | Fair Value | Fair Value, Inputs, Level 2    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Long-term debt, senior notes and term loans $ 275,000 $ 359,550
v3.23.3
Stockholders' Equity - Narrative (Details)
6 Months Ended
Sep. 30, 2023
USD ($)
vote
$ / shares
shares
May 02, 2023
USD ($)
Mar. 31, 2023
$ / shares
shares
Stockholders' Equity Note [Abstract]      
Common stock, shares authorized (in shares) | shares 250,000,000   250,000,000
Common stock, par value (in USD per share) | $ / shares $ 0.01   $ 0.01
Preferred stock, shares authorized (in shares) | shares 5,000,000   5,000,000
Preferred stock, par value (in USD per share) | $ / shares $ 0.01   $ 0.01
Voting rights, number of votes per common share owned | vote 1    
Dividends declared on common stock | $ $ 0    
Stock repurchase program, authorized amount | $   $ 25,000,000  
v3.23.3
Stockholders' Equity - Schedule of Repurchased Shares (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Class of Stock [Line Items]        
Total amount repurchased   $ 12,273 $ 30,547 $ 55,450
Share Repurchase Program        
Class of Stock [Line Items]        
Number of shares (in shares) 0 236,681 426,479 914,236
Average price per share (in USD per share) $ 0 $ 51.85 $ 58.62 $ 54.69
Total amount repurchased $ 0 $ 12,300 $ 25,000 $ 50,000
Restricted Shares        
Class of Stock [Line Items]        
Number of shares (in shares) 0 0 88,953 99,219
Average price per share (in USD per share) $ 0 $ 0 $ 61.92 $ 54.94
Total amount repurchased $ 0 $ 0 $ 5,500 $ 5,500
v3.23.3
Accumulated Other Comprehensive Loss - Accumulated Other Comprehensive Loss (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2022
Jun. 30, 2022
Mar. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]            
Shareholders' equity $ 1,535,959 $ 1,480,295 $ 1,447,084 $ 1,619,841 $ 1,584,743 $ 1,577,611
Accumulated other comprehensive loss, net of tax            
Accumulated Other Comprehensive Income (Loss) [Line Items]            
Shareholders' equity (35,994) $ (32,210) (31,564) $ (36,459) $ (29,341) $ (19,032)
Cumulative translation adjustment            
Accumulated Other Comprehensive Income (Loss) [Line Items]            
Shareholders' equity (36,710)   (32,280)      
Unrecognized net gain on pension plans, net of tax of $(214) and $(214), respectively            
Accumulated Other Comprehensive Income (Loss) [Line Items]            
Shareholders' equity 716   716      
Unrecognized net gain on pension plan, tax $ (214)   $ (214)      
v3.23.3
Accumulated Other Comprehensive Loss - Narrative (Details) - USD ($)
6 Months Ended 12 Months Ended
Sep. 30, 2023
Mar. 31, 2023
Stockholders' Equity Note [Abstract]    
Reclassification from accumulated other comprehensive loss into earnings $ 0 $ 0
v3.23.3
Earnings Per Share - Computation of Basis and Diluted Earnings Per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Numerator        
Net income $ 53,559 $ 51,023 $ 106,835 $ 106,295
Denominator        
Denominator for basic earnings per share — weighted average shares outstanding (in shares) 49,687 49,804 49,727 50,033
Dilutive effect of unvested restricted stock units and options issued to employees and directors (in shares) 394 461 411 463
Denominator for diluted earnings per share (in shares) 50,081 50,265 50,138 50,496
Earnings per Common Share:        
Basic earnings per share (in USD per share) $ 1.08 $ 1.02 $ 2.15 $ 2.12
Diluted earnings per share (in USD per share) $ 1.07 $ 1.02 $ 2.13 $ 2.11
v3.23.3
Earnings Per Share - Antidilutive Securities (Details) - shares
shares in Millions
3 Months Ended 6 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Outstanding Stock Awards        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities excluded from computation of earnings per share 0.3 0.4 0.3 0.4
v3.23.3
Stock-Based Compensation - Narrative (Details) - USD ($)
$ in Millions
1 Months Ended 6 Months Ended
Jun. 30, 2014
Sep. 30, 2023
Jun. 23, 2020
May 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Unrecognized compensation costs related to nonvested awards   $ 3.8    
Unrecognized compensation costs related to nonvested awards, weighted average period for recognition (years)   2 years 1 month 6 days    
Shares available for issuance under the Plan (in shares)   1,900,000    
Options exercised, aggregate intrinsic value   $ 4.7    
Restricted Stock Units (RSUs) & Performance Stock Units (PSUs)        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Unrecognized compensation costs related to nonvested awards   $ 14.8    
Unrecognized compensation costs related to nonvested awards, weighted average period for recognition (years)   1 year 10 months 24 days    
Long-term Equity Incentive Plan, 2005        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Number of shares authorized for grant (in shares)       5,000,000
Number of additional shares authorized (in shares) 1,800,000      
Long-term Incentive Plan, 2020        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Common stock, capital shares reserved for future issuance (in shares)     2,827,210  
Number of new shares for future issuance under 2020 long-term incentive plans (in shares)     2,000,000  
Number of unissued shares reserved for 2020 long-term incentive plans (in shares)     827,210  
v3.23.3
Stock-Based Compensation - Stock Based Compensation Information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]        
Pre-tax stock-based compensation costs charged against income $ 3,688 $ 3,466 $ 7,834 $ 7,323
Income tax benefit recognized on compensation costs 263 338 669 875
Total fair value of options and RSUs vested during the period 987 64 12,213 10,289
Cash received from the exercise of stock options 2,155 0 9,183 1,489
Tax benefits realized from tax deductions resulting from RSU issuances and stock option exercises $ 263 $ 0 $ 1,139 $ 2,895
v3.23.3
Stock-Based Compensation - Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) - $ / shares
6 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Shares    
Outstanding, beginning of period (in shares) 409,000.0 440,900
Granted (in shares) 157,100 148,900
Incremental performance shares (in shares) 41,400 42,400
Vested (in shares) (205,000.0) (222,400)
Forfeited (in shares) (8,600)  
Outstanding, end of period (in shares) 393,900 409,800
Vested, end of period (in shares) 110,200 108,500
Weighted Average Grant-Date Fair Value    
Outstanding, beginning of period, weighted-average grant-date fair value (in USD per share) $ 47.17 $ 38.45
Granted, weighted-average grant-date fair value (in USD per share) 62.06 55.04
Vested, weighted-average grant-date fair value (in USD per share) 43.17 32.05
Forfeited, weighted-average grant-date fair value (in USD per share) 53.72  
Outstanding, end of period, weighted-average grant-date fair value (in USD per share) 54.40 47.14
Vested, end of period, weighted-average grant-date fair value (in USD per share) $ 38.77 $ 36.54
v3.23.3
Stock-Based Compensation - Stock Option Valuation Assumptions (Details) - Stock Options - USD ($)
6 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Expected dividends $ 0 $ 0
Granted, weighted-average grant-date fair value (in USD per share) $ 23.79 $ 20.10
Minimum    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Expected volatility 30.20% 30.80%
Expected term in years 6 years 6 years
Risk-free rate 3.60% 2.80%
Maximum    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Expected volatility 31.60% 30.90%
Expected term in years 7 years 7 years
Risk-free rate 4.10% 2.90%
v3.23.3
Stock-Based Compensation - Stock Option Activity (Details)
$ / shares in Units, $ in Thousands
6 Months Ended
Sep. 30, 2023
USD ($)
$ / shares
shares
Sep. 30, 2022
USD ($)
$ / shares
shares
Shares    
Outstanding, beginning of period (in shares) | shares 1,081,000 1,100,900
Granted (in shares) | shares 131,100 197,600
Exercised (in shares) | shares (230,400) (39,100)
Forfeited (in shares) | shares (35,800)  
Expired (in shares) | shares (2,800)  
Outstanding, end of period (in shares) | shares 943,100 1,259,400
Exercisable, end of period (in shares) | shares 644,700 830,800
Weighted Average Exercise Price    
Outstanding, beginning of period, weighted-average exercise price (in USD per share) | $ / shares $ 43.96 $ 40.62
Granted, weighted-average exercise price (in USD per share) | $ / shares 61.81 54.48
Exercised, weighted-average exercise price (in USD per share) | $ / shares 39.85 38.04
Forfeited, weighted-average exercise price (in USD per share) | $ / shares 54.81  
Expired, weighted-average exercise price (in USD per share) | $ / shares 54.47  
Outstanding, end of period, weighted-average exercise price (in USD per share) | $ / shares 47.00 42.88
Exercisable, end of period, weighted-average exercise price (in USD per share) | $ / shares $ 43.19 $ 40.04
Options, Additional Disclosures:    
Outstanding, end of period, weighted-average remaining contractual term 6 years 3 months 18 days 6 years 7 months 6 days
Exercisable, end of period, weighted-average remaining contractual term 5 years 2 months 12 days 5 years 4 months 24 days
Outstanding, end of period, aggregate intrinsic value | $ $ 10,166 $ 10,963
Exercisable, end of period, aggregate intrinsic value | $ $ 9,025 $ 9,403
v3.23.3
Income Taxes (Details)
3 Months Ended 6 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Income Tax Disclosure [Abstract]        
Effective income tax rate 23.90% 23.40% 23.20% 22.70%
v3.23.3
Concentrations of Risk (Details) - manufacturer
3 Months Ended 6 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Concentration Risk [Line Items]        
Number of third-party manufacturers 128 130 128 130
Sales | Customer Concentration Risk | Walmart        
Concentration Risk [Line Items]        
Concentration risk, percentage 19.10% 19.70% 20.00% 19.80%
Sales | Customer Concentration Risk | Amazon        
Concentration Risk [Line Items]        
Concentration risk, percentage     10.30%  
Sales | Customer Concentration Risk | Walgreens        
Concentration Risk [Line Items]        
Concentration risk, percentage   10.40%    
Sales | Supplier Concentration Risk        
Concentration Risk [Line Items]        
Number of third-party manufacturers with long-term contracts     28 27
Top 5 brands | Sales | Product Concentration Risk        
Concentration Risk [Line Items]        
Concentration risk, percentage 38.90% 39.70% 40.00% 40.60%
Manufacturers | Sales | Supplier Concentration Risk        
Concentration Risk [Line Items]        
Concentration risk, percentage     74.60% 71.30%
v3.23.3
Business Segments - Information on Operating and Reportable Segments (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Segment Reporting Information, Profit (Loss):        
Total revenues $ 286,316 $ 289,273 $ 565,625 $ 566,332
Cost of sales 126,296 128,264 250,932 245,204
Gross profit 160,020 161,009 314,693 321,128
Advertising and marketing 40,102 43,819 76,333 83,770
Contribution margin 119,918 117,190 238,360 237,358
Other operating expenses 31,668 32,806 64,916 65,960
Operating income 88,250 84,384 173,444 171,398
North American OTC Healthcare        
Segment Reporting Information, Profit (Loss):        
Total revenues 244,423 252,054 490,566 494,572
International OTC Healthcare        
Segment Reporting Information, Profit (Loss):        
Total revenues 41,893 37,219 75,059 71,760
Operating Segments | North American OTC Healthcare        
Segment Reporting Information, Profit (Loss):        
Total revenues 244,423 252,054 490,566 494,572
Cost of sales 107,466 113,533 217,542 216,454
Gross profit 136,957 138,521 273,024 278,118
Advertising and marketing 35,389 39,316 66,790 74,728
Contribution margin 101,568 99,205 206,234 203,390
Operating Segments | International OTC Healthcare        
Segment Reporting Information, Profit (Loss):        
Total revenues 41,893 37,219 75,059 71,760
Cost of sales 18,830 14,731 33,390 28,750
Gross profit 23,063 22,488 41,669 43,010
Advertising and marketing 4,713 4,503 9,543 9,042
Contribution margin 18,350 17,985 32,126 33,968
Intersegment Eliminations | North American OTC Healthcare        
Segment Reporting Information, Profit (Loss):        
Total revenues $ 600 $ 1,100 $ 2,000 $ 1,700
v3.23.3
Business Segments - Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Geographic Areas, Revenues from External Customers [Abstract]        
Total revenues $ 286,316 $ 289,273 $ 565,625 $ 566,332
Analgesics        
Geographic Areas, Revenues from External Customers [Abstract]        
Total revenues 31,362 33,291 59,386 61,541
Cough & Cold        
Geographic Areas, Revenues from External Customers [Abstract]        
Total revenues 33,233 31,226 59,659 59,089
Women's Health        
Geographic Areas, Revenues from External Customers [Abstract]        
Total revenues 62,072 64,124 121,983 130,175
Gastrointestinal        
Geographic Areas, Revenues from External Customers [Abstract]        
Total revenues 52,764 57,309 110,355 111,403
Eye & Ear Care        
Geographic Areas, Revenues from External Customers [Abstract]        
Total revenues 46,870 42,695 90,362 86,042
Dermatologicals        
Geographic Areas, Revenues from External Customers [Abstract]        
Total revenues 34,487 33,774 70,503 64,235
Oral Care        
Geographic Areas, Revenues from External Customers [Abstract]        
Total revenues 22,781 24,331 47,529 48,476
Other OTC        
Geographic Areas, Revenues from External Customers [Abstract]        
Total revenues 2,747 2,523 5,848 5,371
North American OTC Healthcare        
Geographic Areas, Revenues from External Customers [Abstract]        
Total revenues 244,423 252,054 490,566 494,572
North American OTC Healthcare | Analgesics        
Geographic Areas, Revenues from External Customers [Abstract]        
Total revenues 29,976 32,750 57,158 60,547
North American OTC Healthcare | Cough & Cold        
Geographic Areas, Revenues from External Customers [Abstract]        
Total revenues 25,970 24,058 46,344 45,650
North American OTC Healthcare | Women's Health        
Geographic Areas, Revenues from External Customers [Abstract]        
Total revenues 55,000 59,379 109,955 120,563
North American OTC Healthcare | Gastrointestinal        
Geographic Areas, Revenues from External Customers [Abstract]        
Total revenues 38,703 41,272 83,384 81,339
North American OTC Healthcare | Eye & Ear Care        
Geographic Areas, Revenues from External Customers [Abstract]        
Total revenues 39,745 37,961 79,216 76,572
North American OTC Healthcare | Dermatologicals        
Geographic Areas, Revenues from External Customers [Abstract]        
Total revenues 33,018 32,872 67,696 62,327
North American OTC Healthcare | Oral Care        
Geographic Areas, Revenues from External Customers [Abstract]        
Total revenues 19,312 21,251 41,038 42,226
North American OTC Healthcare | Other OTC        
Geographic Areas, Revenues from External Customers [Abstract]        
Total revenues 2,699 2,511 5,775 5,348
International OTC Healthcare        
Geographic Areas, Revenues from External Customers [Abstract]        
Total revenues 41,893 37,219 75,059 71,760
International OTC Healthcare | Analgesics        
Geographic Areas, Revenues from External Customers [Abstract]        
Total revenues 1,386 541 2,228 994
International OTC Healthcare | Cough & Cold        
Geographic Areas, Revenues from External Customers [Abstract]        
Total revenues 7,263 7,168 13,315 13,439
International OTC Healthcare | Women's Health        
Geographic Areas, Revenues from External Customers [Abstract]        
Total revenues 7,072 4,745 12,028 9,612
International OTC Healthcare | Gastrointestinal        
Geographic Areas, Revenues from External Customers [Abstract]        
Total revenues 14,061 16,037 26,971 30,064
International OTC Healthcare | Eye & Ear Care        
Geographic Areas, Revenues from External Customers [Abstract]        
Total revenues 7,125 4,734 11,146 9,470
International OTC Healthcare | Dermatologicals        
Geographic Areas, Revenues from External Customers [Abstract]        
Total revenues 1,469 902 2,807 1,908
International OTC Healthcare | Oral Care        
Geographic Areas, Revenues from External Customers [Abstract]        
Total revenues 3,469 3,080 6,491 6,250
International OTC Healthcare | Other OTC        
Geographic Areas, Revenues from External Customers [Abstract]        
Total revenues $ 48 $ 12 $ 73 $ 23

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Prestige Consumer Health... (NYSE:PBH)
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