PART I. FINANCIAL INFORMATION This section presents the company's unaudited condensed consolidated financial statements and related notes for the quarter Item 1. Financial Statements This section presents the unaudited condensed consolidated financial statements for Prestige Consumer Healthcare Inc., including statements of income and comprehensive income, balance sheets, statements of changes in stockholders' equity, and cash flows for the three months ended June 30, 2025 and 2024, along with detailed notes explaining the company's business, accounting policies, and specific financial line items Condensed Consolidated Statements of Income and Comprehensive Income This statement details the company's financial performance, including revenues, expenses, and net income, for the reporting period | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change (YoY) | % Change (YoY) | | :-------------------- | :------------------------------- | :------------------------------- | :----------- | :-------------- | | Net sales | $249,278 | $266,835 | $(17,557) | -6.6% | | Total revenues | $249,530 | $267,142 | $(17,612) | -6.6% | | Gross profit | $140,331 | $146,022 | $(5,691) | -3.9% | | Operating income | $71,756 | $72,046 | $(290) | -0.4% | | Net income | $47,466 | $49,068 | $(1,602) | -3.3% | | Basic EPS | $0.96 | $0.98 | $(0.02) | -2.0% | | Diluted EPS | $0.95 | $0.98 | $(0.03) | -3.1% | | Comprehensive income | $52,870 | $52,228 | $642 | 1.2% | Condensed Consolidated Balance Sheets This statement presents the company's financial position, including assets, liabilities, and equity, at specific points in time | Metric (in thousands) | June 30, 2025 | March 31, 2025 | Change (QoQ) | % Change (QoQ) | | :-------------------- | :------------ | :------------- | :----------- | :------------- | | Cash and cash equivalents | $139,502 | $97,884 | $41,618 | 42.5% | | Total current assets | $480,518 | $448,328 | $32,190 | 7.2% | | Total Assets | $3,431,625 | $3,402,218 | $29,407 | 0.9% | | Total current liabilities | $109,668 | $106,623 | $3,045 | 2.9% | | Total Liabilities | $1,576,143 | $1,567,321 | $8,822 | 0.6% | | Total Stockholders' Equity | $1,855,482 | $1,834,897 | $20,585 | 1.1% | Condensed Consolidated Statements of Changes in Stockholders' Equity This statement outlines changes in the company's equity accounts, including net income, stock-based compensation, and share repurchases | Item (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :------------------ | :------------------------------- | :------------------------------- | | Stock-based compensation | $3,682 | $3,425 | | Exercise of stock options | $3,155 | $1,975 | | Treasury share repurchases | $(39,122) | $(31,945) | | Net income | $47,466 | $49,068 | | Comprehensive income | $5,404 | $3,160 | | Total Stockholders' Equity (End of Period) | $1,855,482 | $1,680,767 | Condensed Consolidated Statements of Cash Flows This statement summarizes the cash inflows and outflows from operating, investing, and financing activities for the period | Cash Flow Activity (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change (YoY) | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------- | | Net cash provided by operating activities | $79,013 | $54,776 | $24,237 | | Net cash (used in) investing activities | $(1,938) | $(2,130) | $192 | | Net cash (used in) financing activities | $(36,282) | $(65,522) | $29,240 | | Effects of exchange rate changes on cash and cash equivalents | $825 | $663 | $162 | | Increase (Decrease) in cash and cash equivalents | $41,618 | $(12,213) | $53,831 | | Cash and cash equivalents - end of period | $139,502 | $34,256 | $105,246 | Notes to Condensed Consolidated Financial Statements This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements Note 1. Business and Basis of Presentation This note describes the company's business, its accounting policies, and the basis for preparing the financial statements - Prestige Consumer Healthcare Inc. develops, manufactures, markets, sells, and distributes over-the-counter (OTC) health and personal care products in North America, Australia, and other international markets20 - The company faces economic uncertainty due to evolving fiscal policy, global supply chain constraints, interest rate changes, high inflation, geopolitical events, and tariffs, which could impact product demand, supply, and costs2122 - The unaudited Condensed Consolidated Financial Statements are prepared in accordance with GAAP for interim financial reporting and include normal recurring adjustments23 - Management's significant estimates include valuation of intangible assets, stock-based compensation, fair value of debt, sales returns, trade promotional allowances, inventory obsolescence, and income taxes24 - The company is evaluating the impact of new FASB ASUs 2024-03 (Expense Disaggregation Disclosures) and 2023-09 (Improvements to Income Tax Disclosures) on its financial statements, effective for annual periods beginning after December 15, 2026, and December 15, 2024, respectively252627 Note 2. Inventories This note details the composition and valuation methods for the company's inventory assets | Components of Inventories (in thousands) | June 30, 2025 | March 31, 2025 | | :-------------------------------------- | :------------ | :------------- | | Packaging and raw materials | $19,158 | $26,562 | | Work in process | $2,382 | $2,880 | | Finished goods | $131,586 | $118,267 | | Total Inventories | $153,126 | $147,709 | - Inventories are carried at the lower of cost or net realizable value, with a reduction for obsolete and slow-moving inventory of $5.6 million at June 30, 2025, up from $4.0 million at March 31, 202528 Note 3. Goodwill This note provides information on the company's goodwill balance and any impairment assessments | Goodwill (in thousands) | North American OTC Healthcare | International OTC Healthcare | Consolidated | | :---------------------- | :---------------------------- | :--------------------------- | :----------- | | Balance - March 31, 2025 | $498,936 | $28,489 | $527,425 | | Effects of foreign currency exchange rates | — | $889 | $889 | | Balance - June 30, 2025 | $498,936 | $29,378 | $528,314 | - No goodwill impairment charge was taken as of February 28, 2025, and no events indicating potential impairment were identified as of June 30, 20252930 Note 4. Intangible Assets, net This note details the company's intangible assets, including trademarks, and their amortization | Intangible Assets (in thousands) | Indefinite-Lived Trademarks | Finite-Lived Trademarks and Customer Relationships | Totals | | :------------------------------- | :-------------------------- | :----------------------------------------------- | :----- | | Balance — March 31, 2025 | $2,136,986 | $158,364 | $2,295,350 | | Effects of foreign currency exchange rates | $3,197 | $752 | $3,949 | | Amortization | — | $(4,470) | $(4,470) | | Balance — June 30, 2025 | $2,140,183 | $154,646 | $2,294,829 | - Amortization expense was $4.5 million for the three months ended June 30, 2025, down from $5.0 million in the prior year31 - No impairment charge was taken for intangible assets as of February 28, 2025, and no events indicating potential impairment were identified as of June 30, 202532 Note 5. Leases This note outlines the company's lease arrangements, including lease costs and liabilities | Lease Cost (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :------------------------ | :------------------------------- | :------------------------------- | | Finance lease cost | $1,180 | $674 | | Operating lease cost | $1,938 | $1,704 | | Short term lease cost | $34 | $32 | | Variable lease cost | $4,826 | $16,423 | | Total net lease cost | $7,978 | $18,833 | | Lease Liabilities (in thousands) | Operating Leases | Finance Leases | Total | | :------------------------------- | :--------------- | :------------- | :---- | | Total present value of lease payments | $27,469 | $22,506 | $49,975 | - Weighted average remaining lease terms are 4.55 years for operating leases and 7.87 years for finance leases, with weighted average discount rates of 6.57% and 6.32%, respectively, as of June 30, 202534 Note 6. Other Accrued Liabilities This note provides a breakdown of the company's various accrued liabilities | Other Accrued Liabilities (in thousands) | June 30, 2025 | March 31, 2025 | | :--------------------------------------- | :------------ | :------------- | | Accrued marketing costs | $32,731 | $26,324 | | Accrued compensation costs | $5,798 | $14,205 | | Income taxes payable | $5,452 | $830 | | Total Other Accrued Liabilities | $63,782 | $63,458 | Note 7. Long-Term Debt This note details the company's long-term debt obligations, including senior notes and credit facilities | Long-Term Debt (in thousands) | June 30, 2025 | March 31, 2025 | | :---------------------------- | :------------ | :------------- | | 2021 Senior Notes (3.750%, due April 1, 2031) | $600,000 | $600,000 | | 2019 Senior Notes (5.125%, due January 15, 2028) | $400,000 | $400,000 | | Long-term debt, net | $992,749 | $992,357 | - As of June 30, 2025, the company had no outstanding balance on its $173.2 million asset-based revolving credit facility36 | Year Ending March 31, | Amount (in thousands) | | :-------------------- | :-------------------- | | 2028 | $400,000 | | Thereafter | $600,000 | | Total | $1,000,000 | Note 8. Fair Value Measurements This note describes the fair value measurements of the company's financial instruments - The fair values of cash, accounts receivable, accounts payable, and other current liabilities approximate their carrying amounts due to short maturities38 - The 2021 Senior Notes and 2019 Senior Notes are measured in Level 2 of the fair value hierarchy, based on market values for similar instruments4041 | Debt Instrument (in thousands) | June 30, 2025 Carrying Value | June 30, 2025 Fair Value | March 31, 2025 Carrying Value | March 31, 2025 Fair Value | | :----------------------------- | :----------------------------- | :----------------------- | :---------------------------- | :------------------------ | | 2019 Senior Notes | $400,000 | $397,500 | $400,000 | $392,000 | | 2021 Senior Notes | $600,000 | $553,500 | $600,000 | $537,750 | Note 9. Stockholders' Equity This note provides details on the company's common stock, share repurchase programs, and equity changes - The company is authorized to issue 250.0 million shares of common stock and 5.0 million shares of preferred stock43 - No dividends have been declared or paid on common stock through June 30, 202544 - The Board authorized a $300.0 million share repurchase program on May 6, 2024, with $213.7 million remaining as of June 30, 202545 | Share Repurchases | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :---------------- | :------------------------------- | :------------------------------- | | Employee restricted stock awards (shares) | 48,680 | 82,673 | | Employee restricted stock awards (amount) | $4.1 million | $5.8 million | | Share repurchase program (shares) | 410,446 | 401,111 | | Share repurchase program (amount) | $34.8 million | $26.0 million | Note 10. Accumulated Other Comprehensive Loss This note details the components of the company's accumulated other comprehensive loss | Components of Accumulated Other Comprehensive Loss (in thousands) | June 30, 2025 | March 31, 2025 | | :-------------------------------------------------------------- | :------------ | :------------- | | Cumulative translation adjustment | $(32,899) | $(38,303) | | Unrecognized net gain on pension plans, net of tax | $644 | $644 | | Accumulated other comprehensive loss, net of tax | $(32,255) | $(37,659) | - No amounts were reclassified from accumulated other comprehensive loss into earnings during the periods presented47 Note 11. Earnings Per Share This note presents the calculation of basic and diluted earnings per share | EPS Metric (in thousands, except per share data) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :----------------------------------------------- | :------------------------------- | :------------------------------- | | Net income | $47,466 | $49,068 | | Denominator for basic EPS (weighted average shares) | 49,475 | 49,886 | | Basic earnings per share | $0.96 | $0.98 | | Diluted earnings per share | $0.95 | $0.98 | - Approximately 0.1 million and 0.3 million shares were excluded from diluted EPS calculation for the three months ended June 30, 2025 and 2024, respectively, due to their anti-dilutive effect48 Note 12. Stock-Based Compensation This note describes the company's stock-based compensation plans and related expenses - The company operates under the 2005 Long-Term Equity Incentive Plan and the 2020 Long-Term Incentive Plan, with 1.4 million shares available for issuance under the 2020 Plan as of June 30, 2025495051 | Stock-Based Compensation (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :-------------------------------------- | :------------------------------- | :------------------------------- | | Pre-tax stock-based compensation costs | $3,682 | $3,425 | | Income tax benefit recognized | $465 | $438 | | Total fair value of options and RSUs vested | $9,036 | $11,150 | | Cash received from exercise of stock options | $3,155 | $1,975 | - Unrecognized compensation costs for unvested stock options were $4.6 million and for unvested RSUs/PSUs were $18.0 million as of June 30, 2025, both expected to be recognized over a weighted average period of 2.4 years52 | RSU Activity (in thousands) | Unvested at March 31, 2025 | Granted | Vested | Forfeited | Unvested at June 30, 2025 | | :-------------------------- | :------------------------- | :------ | :----- | :-------- | :------------------------ | | Shares | 402.2 | 114.9 | (109.2) | (21.2) | 386.7 | | Weighted Average Grant-Date Fair Value | $63.20 | $82.98 | $56.85 | $61.03 | $70.99 | | Option Activity (in thousands) | Outstanding at March 31, 2025 | Granted | Exercised | Forfeited | Outstanding at June 30, 2025 | | :----------------------------- | :---------------------------- | :------ | :-------- | :-------- | :--------------------------- | | Shares | 518.7 | 104.7 | (52.7) | (5.1) | 565.6 | | Weighted Average Exercise Price | $52.22 | $82.98 | $59.84 | $74.48 | $57.00 | Note 13. Income Taxes This note details the company's income tax provision and effective tax rate - The effective tax rate increased to 23.2% for the three months ended June 30, 2025, from 16.0% in the prior year, primarily due to a discrete item in the prior year related to the release of a reserve for uncertain tax positions56 - The global minimum tax proposed by the OECD is not expected to have a material impact on the company's Consolidated Financial Statements55 Note 14. Commitments and Contingencies This note outlines the company's legal commitments and potential contingent liabilities - The company is involved in routine legal matters and claims incidental to its business, with assessments re-evaluated each reporting period57 - Management believes the resolution of these matters, considering reserves, will not be material to the financial condition or results of operations57 Note 15. Concentrations of Risk This note identifies significant concentrations of risk related to customers, brands, and suppliers - Revenues are concentrated in OTC Healthcare, with approximately 40% derived from the top five selling brands for the three months ended June 30, 2025 and 202458 | Customer | % of Gross Revenues (Q2 2025) | % of Gross Revenues (Q2 2024) | | :------- | :---------------------------- | :---------------------------- | | Walmart | 22% | 20% | | Amazon | 12% | 13% | - The company relies on a single primary distribution center in Clayton, Indiana, and a third-party manufacturer for approximately 23% of gross revenues, posing supply chain and operational risks5960 Note 16. Business Segments This note provides financial information for the company's reportable business segments - The company operates in two reportable segments: North American OTC Healthcare and International OTC Healthcare, with contribution margin as the primary performance measure61 | Segment Performance (in thousands) | Q2 2025 Revenues | Q2 2025 Gross Profit | Q2 2025 Contribution Margin | Q2 2024 Revenues | Q2 2024 Gross Profit | Q2 2024 Contribution Margin | | :--------------------------------- | :--------------- | :------------------- | :-------------------------- | :--------------- | :------------------- | :-------------------------- | | North American OTC Healthcare | $212,578 | $120,400 | $91,446 | $232,316 | $126,757 | $93,004 | | International OTC Healthcare | $36,952 | $19,931 | $13,948 | $34,826 | $19,265 | $13,653 | | Consolidated | $249,530 | $140,331 | $105,394 | $267,142 | $146,022 | $106,657 | | Product Group Revenues (in thousands) | Q2 2025 Consolidated | Q2 2024 Consolidated | | :------------------------------------ | :------------------- | :------------------- | | Analgesics | $28,932 | $28,293 | | Cough & Cold | $19,007 | $20,697 | | Women's Health | $56,758 | $54,578 | | Gastrointestinal | $57,784 | $58,015 | | Eye & Ear Care | $32,308 | $48,130 | | Dermatologicals | $30,109 | $33,355 | | Oral Care | $21,702 | $20,774 | | Other OTC | $2,930 | $3,300 | | Total segment revenues | $249,530 | $267,142 | Note 17. Subsequent Events This note discloses significant events that occurred after the reporting period - The One Big Beautiful Bill Act (OBBBA) was enacted on July 4, 2025, making permanent key elements of the Tax Cuts and Jobs Act; the company is evaluating its impact on financial statements67 - Independent directors received grants of 2,094 RSUs on August 5, 2025, vesting one year after receipt68 - The company entered into a definitive agreement to acquire Pillar5 Pharma Inc., a sterile ophthalmic manufacturer and current Clear Eyes supplier, for approximately $100.0 million, expected to close in Q3 fiscal 20266970 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial performance and condition for the three months ended June 30, 2025, compared to the prior year. It covers overall business strategy, the impact of the economic environment, detailed analysis of revenues, gross profit, contribution margin by segment, operating expenses, interest, income taxes, and a review of liquidity and capital resources General This section outlines the company's business model and strategic growth initiatives - Prestige Consumer Healthcare Inc. develops, manufactures, markets, sells, and distributes well-recognized, brand name, over-the-counter (OTC) health and personal care products in North America and international markets73 - The company's growth strategy involves organic development through new product lines, brand extensions, and advertising, as well as acquisitions of non-core consumer health and personal care brands to reinvigorate their performance74 Economic Environment This section discusses the impact of current economic conditions on the company's operations and financial performance - Economic uncertainty, including fiscal policy, supply chain constraints, interest rates, inflation, and geopolitical events, continues to create volatility, impacting prices, supply, and demand for products75 - The volatile environment has led to labor and raw material shortages, shipping delays, and increased input costs, particularly affecting eye care products, which negatively impacted results of operations76 Global Minimum Tax This section addresses the potential implications of the OECD's global minimum tax on the company's financial statements - The global minimum tax rate of 15% proposed by the OECD is not expected to have a material impact on the company's Consolidated Financial Statements, but potential tax increases are being monitored as legislation becomes effective in more countries78 Results of Operations This section analyzes the company's financial performance, including revenues, gross profit, and operating expenses Total Segment Revenues This section provides an overview of the company's total revenue performance across all segments - Total revenues for the three months ended June 30, 2025, decreased by $17.6 million, or 6.6%, to $249.5 million compared to the same period in 202480 North American OTC Healthcare Segment (Revenue) This section details revenue performance for the North American OTC Healthcare segment - North American OTC Healthcare segment revenues decreased by $19.7 million, or 8.5%, primarily due to reduced sales in Eye & Ear Care (down 35.9% due to supply limitations for Clear Eyes) and Dermatologicals (down 11.9%)8180 International OTC Healthcare Segment (Revenue) This section details revenue performance for the International OTC Healthcare segment - International OTC Healthcare segment revenues increased by $2.1 million, or 6.1%, driven by higher sales in Women's Health (up 25.2%) and Dermatologicals (up 28.8%)8280 Gross Profit This section analyzes the company's consolidated gross profit and margin changes - Consolidated gross profit decreased by $5.7 million, or 3.9%, but increased as a percentage of total revenues to 56.2% (from 54.7% in Q2 2024) due to favorable product mix and lower air freight costs84 North American OTC Healthcare Segment (Gross Profit) This section details gross profit performance for the North American OTC Healthcare segment - North American OTC Healthcare gross profit decreased by $6.4 million, or 5.0%, but its gross profit margin increased to 56.6% (from 54.6% in Q2 2024) primarily due to lower air freight expenses85 International OTC Healthcare Segment (Gross Profit) This section details gross profit performance for the International OTC Healthcare segment - International OTC Healthcare gross profit increased by $0.7 million, or 3.5%, but its gross profit margin decreased to 53.9% (from 55.3% in Q2 2024) mainly due to increased inflation costs86 Contribution Margin This section analyzes the company's consolidated contribution margin and its percentage of total revenues - Consolidated contribution margin decreased by $1.3 million, or 1.2%, but increased as a percentage of total revenues to 42.2% (from 39.9% in Q2 2024)88 North American OTC Healthcare Segment (Contribution Margin) This section details contribution margin performance for the North American OTC Healthcare segment - North American OTC Healthcare contribution margin decreased by $1.6 million, or 1.7%, but its margin percentage increased to 43.0% (from 40.0% in Q2 2024) due to higher gross profit margin and decreased advertising and marketing spend89 International OTC Healthcare Segment (Contribution Margin) This section details contribution margin performance for the International OTC Healthcare segment - International OTC Healthcare contribution margin increased by $0.3 million, or 2.2%, but its margin percentage decreased to 37.7% (from 39.2% in Q2 2024) due to a decrease in gross profit margin90 General and Administrative This section analyzes changes in general and administrative expenses - General and administrative expenses decreased by $0.4 million to $28.5 million, driven by lower legal expenses partially offset by increased compensation costs91 Depreciation and Amortization This section details the company's depreciation and amortization expenses - Depreciation and amortization expenses decreased to $5.2 million (from $5.7 million in Q2 2024) due to impairment charges on finite-lived brands and certain intangible assets becoming fully amortized in fiscal 202592 Interest Expense, Net This section analyzes the company's net interest expense and its drivers - Net interest expense decreased to $10.2 million (from $13.1 million in Q2 2024), reflecting a decrease in average indebtedness to $1.0 billion (from $1.1 billion) and a lower average cost of borrowing of 4.5% (from 4.8%)93 Income Taxes This section details the company's income tax provision and effective tax rate - The provision for income taxes increased to $14.3 million (from $9.3 million in Q2 2024), with the effective tax rate rising to 23.2% (from 16.0%) primarily due to a prior-year discrete item related to the release of a reserve for uncertain tax positions94 Liquidity and Capital Resources This section discusses the company's cash flow, debt, and ability to meet financial obligations - The company's primary cash source is operations, supplemented by debt facilities for acquisitions, and expects to finance operations with cash flow and existing credit facilities for the foreseeable future95 - Cash and cash equivalents increased by $41.6 million to $139.5 million as of June 30, 2025, from $97.9 million at March 31, 202596 Operating Activities This section details cash flows generated from the company's primary business operations - Net cash provided by operating activities increased by $24.2 million to $79.0 million, driven by timing of working capital and increased net income before non-cash items97 Investing Activities This section details cash flows related to the company's investment activities - Net cash used in investing activities slightly decreased to $1.9 million (from $2.1 million in Q2 2024)98 Financing Activities This section details cash flows related to the company's debt and equity financing activities - Net cash used in financing activities decreased by $29.2 million to $36.3 million, primarily due to a $35.0 million decrease in debt repayments, partially offset by an $8.8 million increase in common stock repurchases100 Capital Resources This section outlines the company's available capital, including debt facilities - As of June 30, 2025, total outstanding indebtedness was $1.0 billion, consisting of $400.0 million in 2019 Senior Notes (5.125%, due 2028) and $600.0 million in 2021 Senior Notes (3.750%, due 2031)101106 - The company had a borrowing capacity of $173.2 million on its 2012 ABL Revolver with no outstanding balance as of June 30, 2025101 Covenants This section confirms the company's compliance with debt covenants - The company was in compliance with all applicable financial and restrictive covenants under its debt facilities as of June 30, 2025, including maintaining a fixed charge ratio greater than 1.0 to 1.0103 Critical Accounting Policies and Estimates This section addresses the company's key accounting policies and significant management estimates - There were no material changes to the company's critical accounting policies during the three months ended June 30, 2025104 Recent Accounting Pronouncements This section discusses the impact of newly issued accounting standards on the company - A description of recently issued accounting pronouncements is included in Note 1 to the unaudited Condensed Consolidated Financial Statements107 Item 3. Quantitative and Qualitative Disclosures About Market Risk This section details the company's exposure to market risks, specifically interest rate risk and foreign currency exchange rate risk, and provides a sensitivity analysis for the latter Interest Rate Risk This section assesses the company's exposure to fluctuations in interest rates - As of June 30, 2025, none of the company's debt carried a variable rate of interest, as the 2012 ABL Revolver had a zero balance113 Foreign Currency Exchange Rate Risk This section assesses the company's exposure to fluctuations in foreign currency exchange rates - Approximately 14.5% of gross revenues for the three months ended June 30, 2025, were denominated in non-U.S. Dollar currencies, primarily Canadian and Australian Dollars114 - A hypothetical 10.0% adverse change in foreign currency exchange rates would result in a less than 5.0% impact on pre-tax income, approximately $0.8 million, for the three months ended June 30, 2025115 Item 4. Controls and Procedures This section confirms the effectiveness of the company's disclosure controls and procedures and reports no material changes in internal control over financial reporting during the quarter Disclosure Controls and Procedures This section confirms the effectiveness of the company's disclosure controls and procedures - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of June 30, 2025116 Changes in Internal Control over Financial Reporting This section reports on any material changes in the company's internal control over financial reporting - There were no material changes in internal control over financial reporting during the quarter ended June 30, 2025117 PART II. OTHER INFORMATION This section covers risk factors, equity sales, stockholder meeting results, and exhibits for the reporting period Item 1A. Risk Factors This section refers readers to the risk factors discussed in the company's Annual Report on Form 10-K, noting no material changes in the period covered by this quarterly report, but emphasizing potential quarterly fluctuations and the impact of unforeseen risks - No material changes to the risk factors discussed in the Annual Report on Form 10-K for the fiscal year ended March 31, 2025, were identified in this quarterly report118 - Quarterly operating results and revenues may fluctuate, and future results may fall below expectations, potentially impacting the market price of securities119 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details the company's share repurchase activities during the quarter, including repurchases under its publicly announced program and those related to employee restricted stock awards | Period | Total Number of Shares Purchased | Average Price Paid per Share | Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs | | :---------------------- | :------------------------------- | :--------------------------- | :--------------------------------------------------------------- | :--------------------------------------------------------------------------------------- | | April 1 to April 30, 2025 | 89,875 | $81.19 | 89,875 | $241,194 | | May 1 to May 31, 2025 | 246,844 | $85.44 | 198,220 | $224,152 | | June 1 to June 30, 2025 | 122,407 | $85.30 | 122,351 | $213,716 | | Total | 459,126 | | 410,446 | | - Of the total shares repurchased, 410,446 shares were under the $300.0 million share repurchase program, and 48,680 shares were for tax withholding related to employee restricted stock awards120 Item 5. Other Information This section reports the results of the 2025 Annual Meeting of Stockholders, including the election of directors, approval of executive compensation, and ratification of the independent registered public accounting firm - At the 2025 Annual Meeting of Stockholders on August 5, 2025, seven directors were elected, executive compensation was approved in a non-binding resolution, and PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm121122123 Item 6. Exhibits This section lists all exhibits filed as part of the Form 10-Q, including corporate governance documents, certifications, and XBRL-related files - Exhibits include amendments to the Certificate of Incorporation and Bylaws, certifications from the Principal Executive and Financial Officers (31.1, 31.2, 32.1, 32.2), and Inline XBRL documents (101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE, 104)125 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This statement highlights risks and uncertainties that could cause actual results to differ materially from forward-looking projections - This section contains forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially, and the company does not intend to update them108109 - Key risks include disruptions in supply, dependence on third-party manufacturers, rising input costs, regulatory actions, competition, limited success of new products, customer dependence, acquisition challenges, and general economic conditions110 - Additional risks cover financial factors (interest rates, currency), distribution disruptions, changes in trade laws, product liability, intellectual property, IT system threats, dependence on key personnel, litigation costs, indebtedness, and tax law changes110112 SIGNATURES This section formally attests to the accuracy and completeness of the report by the company's authorized financial officer - The report was signed on August 7, 2025, by Christine Sacco, Chief Financial Officer & Chief Operating Officer, on behalf of Prestige Consumer Healthcare Inc127128129
Prestige sumer Healthcare (PBH) - 2026 Q1 - Quarterly Report