Prestige Consumer Healthcare Inc (PBH) 2012 Q3 法說會逐字稿

Good day, ladies and gentlemen, and welcome to the third quarter 2012 Prestige Brands Holdings, Inc.

earnings conference call.

(Operator Instructions).

I would now like to turn the conference over to Dean Siegal, Director of Investor Relations.

Please proceed.

Thank you, and good morning.

As a reminder, there's a presentation that accompanies this conference call.

It can be found on our website, which is prestigebrands.com, click on Investor Relations on the left, and then Webcast and Presentations on the right.

I'm also required to remind you that during this call, statements may be made by management of their beliefs and expectations as to the Company's future operating results.

Statements of management's expectations of what might occur with respect to future operating results are what is known as forward-looking statements.

All forward-looking statements involve risks and uncertainties which in many cases are beyond the control of the Company and may cause actual results to differ materially from management's expectations.

You are cautioned not to place undue reliance on these statements, which speak only as of this date.

A complete Safe Harbor disclosure appears on page two of the presentation that accompanies this call.

Additional information concerning the factors that might cause actual results to differ from management's expectations is contained in the Company's annual and quarterly reports that it files with the US Securities and Exchange Commission.

Now would I like to introduce Matt Mannelly, CEO, and Ron Lombardi, CFO.

Thank you, Dean.

Good morning, everyone, and thanks very much for joining us this morning.

As Dean said, Ron Lombardi, our Chief Financial Officer, is with this as well this morning.

And as Dean also said, we're going to -- as usual we will use a presentation, hopefully to make it easier for everybody.

With that, I would ask you to turn to slide three of the presentation so we can get started.

I think, overall, we're quite pleased with third quarter performance, with revenue being up 17% to $106 million.

Our core OTC growth of 3% -- and you'll hear Ron talk more about this -- as well as 3% organic growth for the Company we're quite pleased with.

And our earnings per share of $0.25, being up $0.19 versus $0.21 last year, we're also quite pleased with the results at the bottom line for the third quarter.

I think, most importantly, from my vantage point, I'd say two things.

One is our core strategy continues to deliver.

All right?

And we're outgrowing the categories, and we're gaining market share.

So to us, that's important and we believe that's the right way to create value long term for our shareholders.

I think the other thing that's a little different this quarter than the last couple, we're actually quite pleased with the performance given -- and I'm sure you've heard this from other retailers and other manufacturers -- a very soft start to the cough/cold season, which we'll talk a little bit more about.

So we're quite pleased with the revenue numbers given incidences in cough/cold are down 6.5% in this quarter to open the season.

I think the other thing that we've talked about a little bit on December 20 is, subsequent to the close of the quarter on January 30 -- January 31 -- I'm sorry -- we completed the acquisition of 15 of the GSK brands.

This is by far the largest acquisition in the history of the Company, and we are excited to take these brands into the fold.

I think one other point I would make is -- Ron will talk more about the financing and the successful financing.

I think, from my vantage point, the fact that Moody's and S&P, both the ratings for Prestige remained unchanged says to me that the strategy and the course were on people believe in.

So with that, I'll turn to page four.

As I said, six straight quarters of organic growth.

This is the core OTC, the legacy brands, the five that we talk about from a couple years ago.

If you look at our organic growth for our core OTC, of the nine brands, excluding the timing impact, which Ron will talk about, our growth is even greater.

It's actually 9.5% for the time we owned those brands.

So again, we're quite pleased with what's going on in terms of our core OTC growth.

If you turn to page five, again a chart -- or just some numbers that we think are important.

It's not just from a shipment standpoint, but from a consumption standpoint we're consistently outgrowing the category.

So if you look on the left, overall as a company we're up 0.6% during this quarter when the categories in which we compete are down 1%, and those nine core OTC brands consumption based on IRI data is up 5.4% versus the categories being down 0.5%.

And as I said, you can see how this translates into shipments on the right-hand side of the page.

Page six, as I said, very soft start to the cough/cold season, and candidly, that incidences rate is consistent in the subsequent time period as well.

But you can see from a consumption standpoint, our cough/cold brands have actually done quite well.

And again, while the category is fairly flat from a consumption standpoint, our brands in aggregate are actually up about 7% from a consumption standpoint in the third quarter.

If you turn to slide seven, just a couple comments on a few of the brands.

First I'lltalk about Little Remedies.

And again, I think the positioning in terms of everything the kids need and nothing they don't, the whole natural ingredients is a very compelling positioning with a segment of the target audience.

And our consumption for the quarter is quite strong, and for the fiscal year our consumption is up almost 40%.

And we have increased our A&P spent behind this brand significantly in the last 24 months, and it continues to pay dividends, and we continue to believe there's even more upside to this brand.

Slide eight is our Luden's brand.

And again, we started running in the last few months some new advertising with the tagline "surprisingly soothing, simply delicious." And you'll see down in the bottom left our print ads that we're running.

We are doing quite a bit in terms of new products, the vitamin C that we introduced this year, as well as some sampling at some key venues around the country.

You can see that, again, our consumption year to date is up approximately 7%.

So, again, we're pleased with the Luden's brand and what's going on in the marketplace with consumers.

Slide nine, household, this is something I wanted to share that we've alluded to.

Household environment has been a very tough environment.

You'll see Ron will talk about the numbers in terms of for the quarter.

I wanted to let you know as part of our stabilization efforts, we have just introduced some new product introductions for the fourth quarter, new stainless steel Comet.

And I think the key thing there is it really is more in touch with today's consumer and some of the needs they have in terms of some of their surfaces.

And it comes in cream, powder and spray, so we have three different SKUs.

We believe it's relevant from a consumer standpoint, and we've received very good feedback from our retailers as well.

So that's a little bit about the business.

I want to talk a little bit about the GSK acquisition, and I'll start by saying that we just closed on the business nine days ago.

So on this call we're not going to go into a lot of detail because we've only owned it for nine days.

But similar to the last acquisition, we would expect to do that at the next quarterly call after we've own it for 90 days.

But I think what I do want to say, a couple things, is we're quite pleased with the acquisition in terms of what it does to our portfolio, and what we think it does for our future, and the idea -- the fact that our OTC portfolio in just a couple years has grown from $200 million to $500 million and now represents 85% of our sales.

And we have 13 core plat -- core brands, and we've also added two new scale platforms.

So we believe that it's going to be quite strong for us.

I think as importantly as the brands, we think we really are well down the path of transforming the Company.

We're stronger.

We have a more diverse portfolio of OTC businesses.

As we have talked about in some of the recent calls, we're more innovative, we're doing more from a new product development standpoint today than we did two years ago.

We have really revamped our marketing in the last two years in the way we market and go to market with the brands is completely different, and as you can see with our consumption and market share gains, it's clearly had an impact on our business.

And I think we, as a Company, being a consumer products company, we've tried to stress from day one when I got here that we need to be more consumer and customer focused, and I think we've done that and it's yielding results.

From a finance standpoint, Ron will talk much more about this, but we have a very strong balance sheet, and our free cash flow, as you'll see from Ron, is really seconds to none.

And I think our strategy that we outlined about 21 to 24 months ago in terms of a three prong approach, driving core OTC organic growth, exclusive M&A activity within OTC only, and then managing our portfolio strategically, optimizing that portfolio and divesting of brands that don't fit long term.

We stated that 24 months ago, and I think we've delivered on that, and I think you're seeing the results of it.

We are quite pleased to date with what's been done from an integration standpoint with the GSK brands, and I'll talk a little bit more about that later.

And while we're pleased with the third quarter results, I'd say we're cautiously optimistic for the fourth quarter for a few reasons.

I think the current economic climate remains somewhat tenuous, and I think, as I said, soft cough/cold season to date continues, and so that's something we need to keep our eye on for Q4.

The GSK acquisition, which again Ron will talk a little bit more about, we expected to add about $30 million in revenues and be EPS neutral in Q4, excluding the one-time cost.

And the reason it's EPS neutral is there were some programs and spending put in place for this quarter that we cannot change.

So that has an implication on the earnings.

But really, for these two months -- or less than two months, and the first quarter's really going to be a transition period for us, both from a sales and an A&P execution standpoint as we move from the transition services agreement to the Prestige business.

So with that, I'll turn it over to Ron, who will take you through the financials.

Thanks, Matt, and good morning, everyone.

A financial overview of the third quarter results appears on slide 12, so please turn to that page now.

As a reminder, unless otherwise noted the financial information we are discussing today excludes acquisition related items and other adjustments.

Our third quarter results are highlighted by performance that is consistent with the previous quarter results, including continued solid growth in our core OTC brands driven by our effective A&P investments,growth in EBITDA and EPS that track sales gains, and are consistent cash flow from operations during the quarter.

I'll give you more details on each of these in the next few slides.

Turning to slide 13, we have our Q3 results.

Starting are revenue, which grew approximately 17% during the quarter.

As a reminder, we have begun to comp results from the Blacksmith acquisition, which was completed on November 1, 2010.

Our legacy core OTC growth and organic growth in the Blacksmith brands were the drivers of revenue growth during the quarter, with total organic growth approximately 3% during the quarter.

Our five legacy core OTC brands grew over 3% during the quarter, while acquisitions added approximately $17 million during the quarter.

$4 million of the $17 million is from organic growth in the Blacksmith brands for the comparable periods.

Gross margins were at approximately 52% during the quarter, which were consistent with the previous four quarters and, as expected, below the prior year level due to the impact of the Blacksmith acquisition.

We increased our A&P spending by over $2 million over the prior year during the quarter, as we continue to invest behind our core OTC brands to increase market share and drive revenue growth.

Revenue increases and EBITDA margin gains resulted in an increase of $2.2 million in adjusted net income to $12.5 million, an increase of over 22% during the period, and continued growth in earnings per share, which excluding the adjustments, increased $0.04 to $0.25 during the quarter, an increase of 19%.

Moving to slide 14, which summarizes the year to date results, we see that the year to date results show that consistent performance was realized in all three quarters this year.

For the nine months ended December 31, revenues were approximately $307 million, an increase of nearly 28% over the prior year.

Gross margins have been consistently near 52% all year, and A&P investments have increased spending to approximately $39 million, an increase of nearly 34%.

Finally, solid growth in earnings per share, which increased $0.12 over the prior year to $0.74 on a year to date basis, an increase of approximately 19%.

On slide 15 we are providing a table to show the break down in the adjustments recorded during Q3 and on a year to date basis.

Reported results in Q3 included acquisition-related costs of $3 million net of taxes, which reduced reported EPS by $0.06 in the quarter.

On a year to date basis, the Q3 costs were largely offset by a legal settlement recorded in Q1, resulting in a reduction of reported EPS of $0.01 on a year to date basis.

On slide 16, we address cash flow.

The business continued to generate consistent cash flow from operations during the quarter of $14.5 million.

Cash flow from operations was $4.3 million lower than last year, largely due to the timing of bond interest payments as compared to last year, while the change in working capital was largely due to a reduction in working capital associated with the Blacksmith acquisition in the prior year.

A strong cash flow, along with a reduction of cash on hand during the quarter, allowed for a $18 million paydown of debt, leaving the December balance at $434 million with a debt to EBITDA level of 3.5 times.

At this point, I would like to turn the discussion back over to Matt.

Thanks, Ron.

Page 17.

Just I'll spend a few minutes talking about the acquisition of the GSK North America brands.

And if you turn to slide 18, I think this talks a little bit why both strategically and financially we think this is such a great fit with Prestige and why we think it's going to create value for our shareholders.

As I said, it really strengthens our court OTC portfolio both in terms of depth and breadth of brands.

And this now says that OTC represents 85% of our revenue and 90% of our contribution.

So we really are fulfilling our mission of being an OTC company.

From a financial standpoint, and Ron will talk a little bit more about this in a few minutes, but it's quite attractive in terms of it's accretive both at the gross margin and at the EBITDA margin level.

It allows us to continue -- because of the high gross margins, allows us to continue to invest and build these brands.

And again, as Ron will talk about a little bit later, from a cash standpoint, we generate quite a bit of cash with this, and it's very accretive from free cash flow.

Slide 19 shows you a little bit -- I believe we've shown this once before.

But the fact that we're adding four core brands and two new platforms in terms of the platforms being powdered analgesics and GI, and the four core brands being BC Goody's, Beano, Gaviscon and Debrox.

And if you turn to slide 20, as I said, you'll see that how we've really morphed the portfolio significantly in a very short period of time, and so we really are at 90% contribution an OTC company as we sit here today.

Page 21 shows you from a financial standpoint in terms of how the Company has -- how the Company will change with the acquisition, with our revenues being up approximately 50%.

As I said, our platforms go from four to six.

We go up to 13 core OTC businesses.

It allows us to increase our -- to keep increasing our spending while at the same time our EBITDA margins actually expand with this acquisition quite a bit.

And you'll see while we have a history of terrific free cash flow, this acquisition expands on that significantly as well.

Slide 22, just to take a few minutes to talk about some of the key brands, those core brands that we are so fond of talking about.

BC Goody's really, as we've said, is the diamond in this portfolio.

And if you are from the South or have lived in the South, you know that this has strong southern heritage and is the number one share powdered aspirin in that segment in the southern region.

It has very strong marketing support in terms of marketing, as well as it has some sports marketing associating with NASCAR and Richard Petty.

It's also a brand that has very strong C store presence.

This is important for us, because as we've said previously, with the acquisition of Dramamine, with Luden's and Clear Eyes, we believe there are opportunities for us in the convenience store channel with those brands as well.

So this brings synergies to the Company on that front.

Beano is a very successful brand in it's own right, with a very strong share in the gas prevention segment.

Debrox is number one in terms of ear wax remover and is most recommended by doctors and pharmacists.

And Gaviscon has a very strong market share in Canada and is growing quite rapidly as we speak.

Ron, you want to talk a little bit about some of the financials?

Sure.

Thanks, Matt.

Slides 23 and 24 show the impact of the acquisitions on a few metrics and points to key factors in our value-creation proposition.

On slide 23, we compare a few of Prestige's metrics with others in the industry, and again, the impact of the GSK acquisition.

Prestige's operating model results in industry leading metrics, and the GSK bolt-on acquisition adds to our leading position on both large and mid-cap companies.

The profile of our brands, our outsourcing model and lean operating structure results in high EBITDA margins.

Prestige EBITDA margins, at approximately 31%, start nearly 10 points higher than the group average, with the GSK acquisition increasing this to over 14 points higher than the average, resulting in EBITDA margins at approximately 35% versus an average for the group of just over 20%.

Capital spending as a percent of sales, which are the white numbers in each column, starts low at 0.2% of sales and is expected to increase slightly, but will continue well below the average for the group, which is approximately 3%.

High EBITDA margins, low capital spending, along with our deferred tax assets, results in solid free cash flow.

Free cash flow, at 15.6% of sales for prestige, starts approximately five points above the average for the group, and the GSK acquisition increases free cash flow to nearly 20% of sales.

Again, this is after we service our interest expense.

On slide 24, we have information about the Company's history of rapid deleveraging and estimates for future leverage levels as a result of the GSK acquisition.

The table on the left shows the Company's history of delevering and its ability to support acquisitions while reducing debt levels.

Even after a series of acquisitions, with two major acquisitions in fiscal 2011, the Company was able to reduce leverage to 3.5 times at the ends of December 2011.

This delevering is driven by an operating model and financial profile that drives strong inconsistent cash flow.

Given that the GSK acquisition further improves our operating metrics and free cash flow, and absent any other investment opportunities, we would expect the Company to quickly delever and to return to the preacquisition level 3.5 times by the end of fiscal 2015.

Starting on slide 25, we will discuss the results of our recent financing.

Our strong financial and free cash flow profile, along with other factors, resulted in our financing being well received by the market and allowed for pricing in terms to be well positioned to drive shareholder value.

Factors that influenced the competitive pricing of our financing were strong debt market fundamentals at the time of the financing, with demand outpacing supply during January.

Our public company filings and strong performance of our existing bond, along with the Company holding its B1/B+ corporate ratings gave lenders confidence, and a well received road show highlighting our solid performance and consistent and disciplined strategic plan execution.

These factors resulted in strong demand for participation in the financing, which enabled us to increase our lower cost bank financing to $260 million and reduce our unsecured notes to $250 million as part of the financing structure.

Turning to slide 26, we'll go over some of the specific pricing terms and conditions.

Our new $250 million senior unsecured notes have a coupon of 8.125% with a tenor of eight years.

Our $660 million senior secured credit facilities margin is LIBOR, with a floor of 1.25% plus 400 basis points, with a tenor of seven years.

We also have a $50 million asset based revolver with a margin of LIBOR with no floor plus 175 to 225 basis points, with a tenor of five years.

With that, let me turn the discussion back over to Matt.

Thanks, Ron.

Just a couple of comments with regards to the integration.

Slide 27.

Again, I think we're quite excited about this acquisition, because we believe not only strategically and financially that it's a great fit with us, but also from an execution standpoint it's very similar to our last several acquisitions.

And it's very consistent, with our business model in terms of sales and marketing and outsourcing all of our manufacturing.

So we have a track record of being able to successfully I integrate those types of businesses into the Company.

We're already calling on this customer base, so we're familiar with the buyers and the people and will have very seamless transition with them.

We've worked very hard on this acquisition and have laid out a timeline by function, by area, in terms of the integration, the transition services agreement, and post transition services agreement, how we expect everything to operate.

As we said, similar to the acquisition of Blacksmith, we will invest in these brands, we will support these brands and build these brands for the first couple of years to get a solid foundation underneath them.

And consistent with our last few acquisitions, we've set very strict objectives of what we want to accomplish.

And with the recent acquisitions, we go back each quarter and look at whether we're accomplishing those objectives.

And I'm happy to report on both Dramamine and Blacksmith we're meeting or exceeding the top line and the bottom line objectives for both of those, and we expect to measure the GSK acquisition the same way.

If you turn to slide 28, it talks a little bit about the diligence and the process for us with regards to the integration of these businesses.

And as I've said previously, we spent five months doing diligence on this.

We brought in an unprecedented level of external resources to help us evaluate the opportunity.

We spent quite a bit of time in terms of mapping out our integration plan, building transition services agreements with GSK, and finalizing plans.

We're now in the process of executing against those.

And again, I think one of the things I'm quite pleased about is we've already lined up the external resources.

So again, we closed January 31, and there are two resource that is we had already in place -- external resources on February 1.

One was brought in some help with regards to filling the positions.

The 20-plus open positions that will come with this acquisition.

And second of all, from an integration, both strategically and executionally, we have brought BCG on board to once again help us to ensure a very smooth transition.

Slide 29 gives you a little more detail on that.

I won't go into it except to say that from a supply standpoint, we have three-plus year supply agreements after the transition services.

So we're in quite good shape on the supply agreement.

From a marketing and sales standpoint, this acquisition really opens up opportunities for us.

It opens up opportunities in Canada by doubling the size of the business, and we can rethink how we go to market there to be more effective long term.

And in the USit provides opportunities for us in terms of integrating and realigning our sales structure to maximize the opportunity across the different classes of trade, and we're in the process of doing that as well.

From a finance and an IT standpoint, I would just point out that these businesses will run on the GSK systems during the transition services agreement, and our current IT system can accommodate these businesses with minor upgrades, which we're in the process of doing right now.

On slide 30, we have some detail around the estimate for our Q4 acquisition and integration-related costs.

During Q4, we expect approximately $50 million of costs associated with the acquisition and integration, net of taxes.

Included in this total is banker and other legal accounting professional fees of $11 million, integration and consulting costs of $2 million, incremental TSA costs of $4.5 million, and finally, noncash inventory and financing costs totaling $7.5 million.

Again, that's noncash.

The impact of these adjustments on EPS is expected to be negative $0.30 in Q4.

If you turn to slide 31, just a couple of more slides and a few comments, and we'll open it up for questions.

Again, we look at this acquisition, and we think it accomplishes our overall objectives and really sets us up to create long-term shareholder value on a number of fronts.

As I said, it fulfills our mission of really becoming an OTC company.

We continue to focus on core brands, and core brands that have strong consumer franchises.

As I said, in addition to the four core brands, we have two new scale platforms that we'll be building out with them, in both powdered analgesics and GI.

Ron talked about financially what this does from a gross margin and EBITDA margin profile, and takes our numbers, which really are already industry leading, and makes them even stronger.

I talked about from an integration standpoint, this is perfectly aligned with our operating model.

It is the exact same way that Blacksmith worked in terms of how we expect to bring it in from a supply and a demand standpoint, and we'll achieve synergies as a result of doing that and have limited overhead.

That will help us.

And most importantly, from a financial metrics standpoint, it's very accretive long term and has very strong free cash flow, which as Ron said, will help us deleverage at a very rapid rate.

So with that, slide 32.

I close with this just because we've use this had slide a number of times, and I think it's critical, because we are focusing on driving that core OTC organic growth [when] we're delivering against it.

We have another quarter here of exclusive OTC M&A focus that we've been successful on delivering on, and we continue to manage the portfolio.

So in summary, we're quite pleased with the third quarter results.

We talk a lot about manage for today and lead for tomorrow.

We think the third quarter was a good example of that.

Managing for today, we're quite pleased with the results given the environment and the cough/cold season.

Strong top line, 3% organic growth, as well as very strong bottom line, plus 19% in EPS.

And we also believe, more importantly, in terms of leading for tomorrow, we set ourselves up very well with the acquisition of the GSK North America brands, which we believe will help us create significant shareholder value long term.

So with that, I will open it up to questions.

(Operator Instructions).

And your first question comes from the line of Joe Altobello with Oppenheimer.

Pleaseproceed.

Thanks.

Good morning, guys.

Good morning, Joe.

Just a couple quick questions.

I guess, first of all, obviously, the 3% organic growth you said was overall in spite of a soft start to the cough/cold season.

How should we think about that number, given the overall organic growth is flattish for the first six months.

Is this a number you feel like is sustainable going forward?

Well, I think -- Joe, we've talked about this a little bit.

I think organic growth in this environment, I think 3% actually, especially given the environment, was quite strong this quarter.

I'm not sure that I would model an ongoing 3% organic growth rate in this economic environment.

Okay.

That's helpful.

And secondly, in terms of GSK brands, could you remind us what the seasonality is of those brands?

The seasonality -- I'm going to have to get back to you with the specifics.

But again, it's a diverse portfolio between GI, analgesics, and some other things.

So I don't think there's a very strong skew towards cough/cold or any of those businesses, or any seasonality.

Got it.

Just one last one for Ron.

The interest expense you're looking for for fourth quarter and then for fiscal 2013?

We haven't given any guidance, Joe, on those two numbers.

Okay.

In the 8-K you put out in mid-January, it looks like overall you're looking at about $90 millionish.

Is that a fair number?

Yes.

Okay.

Great.

Thanks, guys.

Thanks, Joe.

And your next question comes from the line of John San Marco go with Janney.

Good morning.

Good morning, John.

Why do you think category consumption was flat in your cough/cold categories in cold/flue incidences were down 7%?

And does that raise some concern for you all, that the consumers medicine cabinets might be a little stocked?

Well, I do think -- when I look at incidences, right, cough/cold, and I look at flu incidences, et cetera, the numbers are down.

The fact that consumption was flat, I think we're keeping our eye on Q4 right now and monitoring it very closely, John, to answer your question, yes.

Okay.

And what about the other -- I guess the other layer of inventory at the trade level?

Do you have any updates on what inventories look like at trade?

I don't -- John, I think the word I get from talking to our guys is I don't -- this is something we're monitoring, but I don't right now -- I don't have concerns of heavy inventory for the reasons you're saying, because the trade -- with what's going on in the economy and at retail, the trade worked on working capital in the third quarter.

All right?So I don't think the trade loaded up for cough/cold as much as it has in previous years.

So, therefore, I don't believe inventory is bloated, but again, we're -- we don't have any signs of that right now, but we're keeping our eyes on it.

Okay.

That's helpful.

Thanks.

And then what -- the spending programs you referenced that were put in place by GSK, when you were explaining the EPS neutrality for the March quarter, what were those spending programs exactly?

And then do they go away once we get through the March quarter?

Well, there's some TV spending and things on some of the brands that we may do things differently.

But as you know, those sort of contracts are set three, six months in advance, so we couldn't have any impact on those.

So I think some of the things that are in place right now for February, March, and even some of them in our first quarter are kind of locked and loaded, and we won't really have an impact on those businesses until Q2.

Okay, butis there -- I mean in absolute dollar terms, is there a higher level of advertising spending, or are these promotions that are net against sales or --

Well, there is -- on a couple of brands there's some advertising and promotional things in place that we are going to change.

So they've got higher levels in -- on a couple of the businesses that we're going to reallocate that towards some other businesses.

Got it.

And then to maybe just -- I think this will be a bit of a refresher relative to the disclosures you've already put out there, but just as an update the 18% of sales or so that GSK's historically spent on advertising, that number will be -- for these brands, do you expect that number to be up or flat?

Well, we expect -- 18%, that number doesn't ring a bell for me, Joe -- or John -- sorry -- but what I will say is this.

We expect to increase our spending on the portfolio just as we did with Blacksmith, just as we did with Dramamine, and we expect that increase in spending to be focused first and foremost against the core brands.

Okay.

So the answer is yes.

And again, the other thing I would point to, when you look at the growth margins and the EBITDA margins and the way we do business, our intention is to increase that A&P support to grow the businesses long term.

Got it.

All right, thanks for taking the questions.

Thanks, John.

And your next question comes from the line of Jon Andersen with William Blair.

Please proceed.

Good morning, thank you.

Hello, Jon, how are you?

Good.

Just sticking with advertising for a second, Matt, do you expect, overall across the portfolio, your advertising and promotion spending on a rate basis or percent of sales basis to increase over time?

I understand that you're going to reallocate within the portfolio towards -- away from noncore and towards core.

But how does that play out over all across the portfolio over the next 12 to 24 months?

Jon, the answer is yes, we do expect it to increase.

And I think again we now have a history of that, right?

Over the last two, two and a half years here.

And I think the way we described it to people is we're going to be brand builders, we're going to invest in the business, but that investment philosophy and strategy is going to be a little bit of pay as you go.

So you can see that we've been gradually taking up our A&P spending over the last 24 months and getting results, and we expect to continue to do that with these acquisitions.

Okay.

And just a question on the -- I guess the four core brands that you added with the GSK acquisition.

I'm just trying to better understand what is it that's different about these four brands from the other 11 that you acquired such that you define them as core.

And then I guess second, what does that mean in terms of the opportunity that you see there and how you plan to grow those specific brands?

Any color there would be helpful.

Sure.

I think, Jon, it's fairly similar to the way we look at our current portfolio, and that is we look at it from a category standpoint.

Does the category have potential?

From a brand standpoint, and where the brand stands.

Does it have potential with the consumer and versus the competition?

And then we also look at what's been the support behind the business, and if you put more support behind it, could you in fact change the slope of the growth rate?

So those are kind of the criteria that we look at.

And, again, similar, those four -- those brands, BC Goody's, Beano, Gaviscon and Debrox -- we think they meet the criteria both from a category and a brand standpoint that if we put increased spending and support and attention behind them, we can get the kind of growth that we're looking for.

So that's a little bits of the criteria of how we look at them.

Does that answer your question?

Yes,that's helpful.

Thanks.

Just two more.

One, Matt, you talked about kind of the strategic kind of focus that you laid out a year and a half ago or so to drive core OTC, exclusive M&N and OTC, and quote-unquote optimize the portfolio.

I'm just wondering how you're thinking about the third dimension there, and more specifically the household cleaning business at this point in time, given that clearly the business remains challenging from a competitive standpoint.

How should we think about your commitment to that business and plans for that business going forward?

Yes,I think -- Jon, I think that's a fair question.

And I think we talked about it a little bit.

I think we've somewhat answered it, right?

In terms of I said -- six months ago or nine months ago, or I said really two years ago we're going to be an OTC company.

With these acquisitions we really are an OTC company already, with 90% of our contribution coming from OTC.

Household plays a role for us in terms of the cash generation, and the role that it plays there is that cash generation allows us to invest in our other OTC brands, as well as delever the Company.

We will continue to invest in household to the extent to support the business as required, and utilize it to do that, and also to, like I said, allow the cash to help us invest in other businesses or delever.

Does that answer your question?

Yes, it does.

Last question I have is just on some of the metrics you provided around the GSK acquisition.

In our mode, we have you at around 30% to 31% EBITDA margins in fiscal 2012.

You put a projection out there in the presentation today that GSK would take you to 35%.

Does that happen just by a function of bringing the business on board?

Are there assumptions baked into that around growth or cost savings that need to be considered as well?

I guess what I'm trying to get at is do we go from 30.5% to 35% -- in fiscal 2012 to 35% just by function ever kind of on-boarding the business?

Well, Jon, that 35% is on a pro forma, I believe, through September 30, 2011, right?

And I would expect that we would move towards those numbers.

I don't think it happens all at once, because I think in FY 2013 between the transition services agreement, between some other things as far as moving the business over, but I would think we would be moving towards those numbers in 2013, yes.

Okay.

Thanks a lot, guys

Thank you, Jon.

And your next question comes from the line of Reza Vahabzadeh, Barclays Capital.

Please proceed.

Good morning.

Good morning.

As far as the GSK brands is concerned, are they -- have the recent results been relatively close to your expectations?

Yes.

In terms of the -- in the interim the updates on the businesses are all within the bandwidth of what we expected, yes.

Okay.

And have you updated your thoughts as far as what level of incremental investment, marketing or otherwise, the portfolio may need in the first year or two?

Yes.

When we did the acquisition, part of the diligence, part of bringing Boston Consulting in was we took a look not only at what's happened but what would we do with the business and what would we require, and we modeled everything in terms of our assumptions after that, and we would expect to increase that investment.

And I think the last time on I think maybe the high yield bond conference call -- I can't remember, but I thought your comments suggested maybe $6 million to $8 million of additional spending on GSK?

I don't believe -- I may be wrong, but I don't believe we gave any specific number on incremental spending, because $6 million to $8 million doesn't sound -- that doesn't ring a bell with me.

We didn't give an absolute number.

We haven't given -- we don't typically give guidance on that.

I think I would ask you to look to the May conference call, and once we've owned the businesses for a quarter, we'll try to flesh out a little bit more in terms of the strategies and the financials for the business.

Got it.

And last question is as far as any potential return of one of your competitors in a cold products category, any latest updates on that?

Well, I think we're no different than you.

We hear and read everything that you read, and there was some information recently that said some people are coming back, and it's starting to trickle back, and we're starting to see that.

Got it.

Thank you,

Thank you.

And your next question comes from the line of Karru Martinson with Deutsche Bank.

Please proceed,

Good morning.

Good morning.

With the stainless steel Comet cleanser launch, how much is going to be the incremental cost to sell that in and the marketing support that you guys are putting behind that repositioning?

There will be incremental costs with that associated with the selling.

The Comet business -- the household business, as I'm sure you know, there's a fair amount of business in the food channel.

And the food channel operating model is still -- and having worked in the food business going back 30 years, they still utilize slotting allowances and things like that require investment in year one.

So there will be some of that.

And also we will invest in terms of some marketing support out of the gate to launch the business.

So there will be some incremental costs associated with the launch of stainless steel.

And that will primarily be in the next, let's say, two quarters or so?

I think it will probably run two to three quarters, yes.

And when we look at the BC Goody's business that you're acquiring -- and you described it in the diamond in the rough here -- I mean, who are the competitors in the powdered analgesic side?Are you still -- are you going up against the major players, or is it still more a fragmented, smaller market?

I think it's one of those -- it's like a lot of businesses we're in they're somewhat under the radar.

We -- BC Goody's is the powdered analgesic segment.

So there aren't really any competitors.

So our challenge is how do we bring more people into that segment, not how do we beat the competition in that segment.

Okay.

And then when you look at the head count to run the combined businesses, I heard you say there's about 20 open spots.

What's the timing in terms of filling that, and what's your outlook on G&A as we go forward?

I think the timing to fill it, we would expect to have all those positions filled within the next two quarters.

And the outlook on G&A, we don't give specific guidance on that, but I think as far as our synergies, we have significant synergies from a G&A standpoint with this that we've baked into our numbers.

Back in the December announcement deck that we had, we had that current G&A is approximately 8% of sales, and on a pro forma basis we drop to about 7%.

So you go back and look at that for some additional insight.

Thank you.

I appreciate that.

And just lastly, you guys are still all an outsource model.

I know we talked about in the past, if the right acquisition comes along, moving into manufacturing.

What are your -- has that changed with the GSK acquisition, or are you still open to that transformation?

No, it has not changed.

And we've looked at all sorts of alternatives with this acquisition, as well as others.

And for us, that decision, similar to other decisions associated with the acquisition, really is three criteria.

Strategically would it work for us.

Is it the right thing to, do I should say.

Financially could we get it to work.

And executionally, do we think we'd be successful at it?

And all acquisitions, including GSK, that we looked at, we evaluate the manufacturing facilities based on those three criteria.

And if it meets those criteria, we would do it.

Thank you very much, guys.

Appreciate it.

Thank you.

And your last question comes from the line of Frank Camma with Sidoti & Company

Good morning, guys, and congratulations on closing the acquisition so quickly.

Good morning, Frank.

Good morning to you.

Most of my questions have been answered.

Just a clarification on one, though.

Great.

Frank?

Frank?

I think we lost you, Frank.

Frank, if you're on the line, please requeue up for questions.

Okay,I think --

Frank, please proceed.

Hello?

Frank, you're back on?

Yes, sorryabout that.

Just a minor point on -- you had mentioned that nine brands that you owned, the core brands, grew by 9.5%.

I was just wondering the timing of that.

Was that quarter over quarter that you were referencing?

It was comp period.

So it was when we owned those brands.

So it wasn't quarter over quarter because, we didn't own --

For the full quarter,

We didn't own for the full quarter those Blacksmith brands,So it's like comp store sales.

It's on a comparable period for when we owned them.

That's fine.

Frank, it wasn't the nine core, it was the Blacksmith brands.

Correct.

Oh, just the Blacksmith brands.

Yes,because we didn't own the Dramamine business in that quarter.

Okay.

Okay.

Great.

So it is an apples to apples, Frank.

Okay.

Great.

And final minor point.

I know it's a diminishing portion of your business, household cleaning, but I just wanted to get an update on some of the initiatives that you kicked off last year, Comet lavender, and going into dollar stores and penetrating home improvement.

Has any of that taken traction, or do you see that improving at all?

Well, I think we've had success in the dollar stores, we've had success in home improvement.

I think it's been tough sledding in food, it's been tough sledding in [mass].

As I said, we just introduced stainless steel.

I'm optimistic that the fourth quarter numbers will be improved versus the third quarter, and we're continuing to look at other opportunities and initiatives to stabilize the business.

Okay.

Great.

That's all I had.

Great.

Thanks, Frank.

I'd now like to hand the call back to Matt Mannelly for closing remarks.

Okay.

Well, I think, as I said, we're quite pleased with the quarter.

We appreciate everyone's questions, and your following the business, and we look forward to talking to everyone again at the upcoming conferences, as well as next quarter.

Thank you for joining us this morning.

We appreciate it.

Ladies and gentlemen, that concludes your conference.

You may now disconnect.

Have a wonderful day.