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What changed in Prestige Consumer Healthcare Inc.'s 10-K2024 vs 2025

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Paragraph-level year-over-year comparison of Prestige Consumer Healthcare Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+265 added267 removedSource: 10-K (2025-05-09) vs 10-K (2024-05-15)

Top changes in Prestige Consumer Healthcare Inc.'s 2025 10-K

265 paragraphs added · 267 removed · 229 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

58 edited+9 added6 removed72 unchanged
Biggest changeOur business, business model, competitive strengths and growth strategy face various risks that are described in "Risk Factors" in Part I, Item 1A of this Annual Report on Form 10-K. 2 The following summarizes the percent of our net revenues by segment during each of the past three fiscal years: March 31, 2024 2023 2022 Segment: North American OTC Healthcare 85.2 % 86.3 % 89.1 % International OTC Healthcare 14.8 13.7 10.9 Total 100.0 % 100.0 % 100.0 % For additional information concerning our business segments, please refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 20 to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K. 3 Major Brands and Market Position Our major brands, set forth in the table below, have strong levels of consumer awareness and retail distribution across all major channels.
Biggest change"Risk Factors" of this Annual Report on Form 10-K. 2 The following summarizes the percent of our net revenues by segment during each of the past three fiscal years: March 31, 2025 2024 2023 Segment: North American OTC Healthcare 84.4 % 85.2 % 86.3 % International OTC Healthcare 15.6 14.8 13.7 Total 100.0 % 100.0 % 100.0 % For additional information concerning our business segments, please refer to Part II, Item 7.
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. Human Capital Management Our Culture & Diversity Our mission is to deliver high-quality consumer health and personal care products that improve and enrich the lives of our consumers.
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. Human Capital Management Our Culture Our mission is to deliver high-quality consumer health and personal care products that improve and enrich the lives of our consumers.
Any requests for these documents from us should be made in writing to: Prestige Consumer Healthcare Inc. 660 White Plains Road Tarrytown, New York 10591 Attention: Corporate Secretary We also make copies of the following policies available on our Internet site at https://ir.prestigebrands.com/corporate-governance/documents: Corporate Governance Guidelines Supplier Code of Conduct Related Persons Transaction Policy Code of Conduct and Ethics Code of Ethics for Senior Financial Employees Clawback Policy We intend to disclose future amendments to these documents, policies and guidelines and any waivers of these documents, policies and guidelines, on our Internet website and/or through the filing of a Current Report on Form 8-K with the SEC, to the extent required under the Exchange Act. 12
Any requests for these documents from us should be made in writing to: Prestige Consumer Healthcare Inc. 660 White Plains Road Tarrytown, New York 10591 Attention: Corporate Secretary We also make copies of the following policies available on our Internet site at https://ir.prestigebrands.com/corporate-governance/documents: Corporate Governance Guidelines Supplier Code of Conduct Related Persons Transaction Policy Code of Conduct and Ethics Code of Ethics for Senior Financial Employees Clawback Policy Insider Trading Policy We intend to disclose future amendments to these documents, policies and guidelines and any waivers of these documents, policies and guidelines, on our Internet website and/or through the filing of a Current Report on Form 8-K with the SEC, to the extent required under the Exchange Act. 12
During the review process, the FDA makes an affirmative determination as to the safety and efficacy of the device, as well as the sufficiency of the label indications, directions, cautions and warnings for the medical devices in question. Certain of our products are considered cosmetics regulated by the FDA through the FDC Act and the Fair Packaging and Labeling Act.
During the review process, the FDA makes an affirmative determination as to the safety and efficacy of the device, as well as the sufficiency of the label indications, directions, cautions and warnings for the medical device in question. Certain of our products are considered cosmetics regulated by the FDA through the FDC Act and the Fair Packaging and Labeling Act.
None of our employees are a party to a collective bargaining agreement. Management believes that our relations with employees are good. Strategic Development and Empowerment We encourage all employees to achieve their full potential by participating in our mentorship opportunities, career development programs and Company-provided learning tools. We provide responsibility and development opportunities to our employees worldwide.
None of our employees are a party to a collective bargaining agreement. Management believes that our relations with employees are good. Strategic Development and Empowerment We encourage all employees to achieve their full potential by participating in our mentorship opportunities, career development programs and Company-provided learning tools. We provide development opportunities to our employees worldwide.
Our branded competitors include, among others, AbbVie Inc., Alcon, Bausch + Lomb, Bayer AG, Combe, Compass Diversified, Haleon plc, Kenvue, Mondelez International, Reckitt Benckiser Group plc, Sanofi, Scholl's Wellness Company, Sunstar Group, and The Procter & Gamble Company.
Our branded competitors include, among others, AbbVie Inc., Alcon, Bausch + Lomb, Bayer AG, Combe, Compass Diversified, Haleon plc, Kenvue, Mondelez International, Reckitt Benckiser Group plc, Sanofi, Scholl's Wellness Company, Sunstar Group, The Procter & Gamble Company and Unilever.
Major Brands Product Group Market Position (1) Market Segment (2) Brand Information North American OTC Healthcare: (3) BC and Goody's Analgesics #1 Analgesic Powders Founded over 90 years ago, the BC and Goody's brands feature over-the-counter, fast-acting pain relief powder Boudreaux's Butt Paste Dermatologicals #3 Baby Ointments Products include various diaper rash treatments and skin protectants manufactured with high-quality ingredients Chloraseptic Cough & Cold #1 Sore Throat Liquids and Lozenges (Medicated) Products include sprays and lozenges to relieve sore throats and mouth pain Clear Eyes Eye & Ear Care #2 Redness Relief Effective line of eye care products that provide soothing comfort, including relief from redness and itchiness Compound W Dermatologicals #1 Wart Removal Provides safe and effective at-home removal of common and plantar warts Debrox Eye & Ear Care #1 Ear Wax Removal Provides a safe and gentle way to remove excess ear wax or water from ear canal DenTek Oral Care #4 PEG Oral Care Products include dental guards, floss picks, interdental brushes, dental repair and kits, and tongue cleaners Dramamine Gastrointestinal #1 Motion Sickness Relief Includes non-drowsy, kids', original and nausea-free formulas Fleet Gastrointestinal #1 Adult Enemas and Suppositories Founded in 1869, products include enemas and other laxative products Gaviscon Gastrointestinal #3 Upset Stomach Remedies Creates a protective foam barrier to help block stomach acid from splashing up into the esophagus Luden's Cough & Cold #3 Cough Drops (Non-Medicated) Cough drop brand that is over 130 years old and includes a variety of flavors Monistat Women's Health #1 Vaginal Anti-Fungal Provides fast relief for yeast infections and is available in several different doses Nix Dermatologicals #1 Lice and Parasite Treatments Effective and safe lice and super lice treatments Summer's Eve Women's Health #1 Feminine Hygiene Offers a variety of feminine care products including washes, cloths, and sprays TheraTears Eye & Ear Care #3 Dry Eye Relief Doctor created and recommended brand for dry eye relief International OTC Healthcare: Fess Cough & Cold #1 Nasal Saline Sprays and Washes Helps relieve nasal and sinus congestion due to allergy, hay fever, colds and flu Hydralyte Gastrointestinal #1 Oral Rehydration Relieves symptoms of dehydration and helps replace water and electrolytes lost due to vomiting, diarrhea, heavy sweating, vigorous exercise and occasional hangovers (1) We have prepared the information included in this Annual Report on Form 10-K with regard to the market position for our brands based in part on data generated by Information Resources, Inc.
Major Brands Product Group Market Position (1) Market Segment (2) Brand Information North American OTC Healthcare: (3) BC and Goody's Analgesics #1 Analgesic Powders Founded over 90 years ago, the BC and Goody's brands feature over-the-counter, fast-acting pain relief powder Boudreaux's Butt Paste Dermatologicals #3 Baby Ointments Products include various diaper rash treatments and skin protectants manufactured with high-quality ingredients Chloraseptic Cough & Cold #1 Sore Throat Liquids and Lozenges (Medicated) Products include sprays and lozenges to relieve sore throats and mouth pain Clear Eyes Eye & Ear Care #2 Redness Relief Effective line of eye drops that provide soothing comfort and multi-symptom relief from redness, dryness and itchiness Compound W Dermatologicals #1 Wart Removal Provides safe and effective at-home removal of common and plantar warts Debrox Eye & Ear Care #1 Ear Wax Removal Provides a safe and gentle way to remove excess ear wax or water from ear canal DenTek Oral Care #4 PEG Oral Care Products include dental guards, floss picks, interdental brushes, dental repair and kits and tongue cleaners Dramamine Gastrointestinal #1 Motion Sickness Relief Includes original, less drowsy, non-drowsy and kids formulas Fleet Gastrointestinal #1 Adult Enemas and Suppositories Founded in 1869, products include enemas and other laxative products Gaviscon Gastrointestinal #1 Upset Stomach Remedies Creates a protective foam barrier to help block stomach acid from splashing up into the esophagus Luden's Cough & Cold #3 Cough Drops (Non-Medicated) Cough drop brand that is over 130 years old and includes a variety of flavors Monistat Women's Health #1 Vaginal Anti-Fungal Provides fast relief for yeast infections and is available in several different doses Nix Dermatologicals #1 Lice and Parasite Treatments Effective and safe lice and super lice treatments Summer's Eve Women's Health #1 Feminine Hygiene Offers a variety of feminine care products including washes, cloths and sprays TheraTears Eye & Ear Care #3 Dry Eye Relief Doctor created and recommended brand for dry eye relief International OTC Healthcare: Fess Cough & Cold #1 Nasal Saline Sprays and Washes Helps relieve nasal and sinus congestion due to allergy, hay fever, colds and flu Hydralyte Gastrointestinal #1 Oral Rehydration Relieves symptoms of dehydration and helps replace water and electrolytes lost due to vomiting, diarrhea, heavy sweating, vigorous exercise and occasional hangovers (1) We have prepared the information included in this Annual Report on Form 10-K with regard to the market position for our brands based in part on data generated by Information Resources, Inc.
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.
We have and may continue to experience shortages, delays and backorders for certain ingredients and products, difficulty scheduling 10 shipping for our products, as well as price increases from many of our suppliers for both shipping and product costs.
We employ a performance management process under which all employees receive reviews that not only assess performance but identify specific developmental opportunities and learning goals for the individual.
We employ a performance management process under which all employees receive reviews that not only assess performance but also identify specific developmental opportunities and learning goals for the individual.
The class of the device determines, among other things, the type of premarket submission/application required by FDA to market the device, and this system may involve pre-market clearance or approval.
The class of the device determines, among other things, the type of pre-market submission/application required by FDA to market the device, and this system may involve pre-market clearance or approval.
The following table sets forth the percentage of gross revenues for our U.S. customers across our six major distribution channels during each of the past three years ended March 31: Percentage of Gross Revenues (1) Channel of Distribution 2024 2023 2022 Mass 34.6 33.6 34.3 Drug 22.8 25.6 25.4 Food 12.9 14.3 13.9 Dollar 6.6 6.5 6.3 Convenience 3.2 3.4 3.5 Club 1.2 1.3 1.6 Other (2) 18.7 15.3 15.0 (1) Includes estimates for some of our wholesale customers that service more than one distribution channel (2) Includes e-commerce retailers such as Amazon Due to the diversity of our product lines, we believe that each of these channels is important to our business, and we continue to seek opportunities for growth in each channel.
The following table sets forth the percentage of gross revenues for our U.S. customers across our six major distribution channels during each of the past three years ended March 31: Percentage of Gross Revenues (1) Channel of Distribution 2025 2024 2023 Mass 34.2 34.6 33.6 Drug 20.7 22.8 25.6 Food 12.9 12.9 14.3 Dollar 6.0 6.6 6.5 Convenience 3.1 3.2 3.4 Club 1.0 1.2 1.3 Other (2) 22.1 18.7 15.3 (1) Includes estimates for some of our wholesale customers that service more than one distribution channel (2) Includes e-commerce retailers such as Amazon Due to the diversity of our product lines, we believe that each of these channels is important to our business, and we continue to seek opportunities for growth in each channel.
Recognizing that financial resources are limited, we allocate our resources to focus on our core brands with the most impactful, consumer-relevant initiatives that we believe have the greatest opportunities for growth and financial success. Customers Our senior management team and dedicated sales force strive to maintain long-standing relationships with our top customers.
Recognizing that financial resources are limited, we allocate our resources to focus on our strategic brands with the most impactful, consumer-relevant initiatives that we believe have the greatest opportunities for growth and financial success. Customers Our senior management team and dedicated sales force strive to maintain long-standing relationships with our top customers.
Many of the competitors noted above are larger and have substantially greater research and development and financial resources than we do, and may therefore have the ability to spend more aggressively and consistently on research and development, advertising and marketing, and to respond more effectively to changing business and economic conditions.
Many of the competitors noted above are larger and have substantially greater research and development and financial resources than we do, and may therefore have the ability to spend more aggressively and consistently on research and development, advertising and marketing, and may be able to respond more effectively to changing business and economic conditions.
Our Company culture is founded on the principles of Leadership, Trust, Change and Execution. Of those principles, Trust is among the most important: trust in the safety and performance of our products, the integrity of our manufacturing and marketing processes, the character of our people, and the benefit to our consumers and society.
Our Company culture is founded on the principles of Leadership, Trust, Change and Execution. Of those principles, Trust is among the most important: trust in the safety and performance of our products, the integrity of our manufacturing and marketing processes, the character of our people and the benefits to our consumers and society.
We believe that most of the raw materials and packaging components used to produce our products at our manufacturing facilities and at our third-party manufacturing facilities are generally available through multiple sources acquired on both a contract and purchase order basis but are also subject to inflationary pressure and production delays.
We believe that most of the raw materials and packaging components used to produce our products at our manufacturing facilities and at our third-party manufacturing facilities are generally available through multiple sources acquired on both a contract and purchase order basis but are also subject to inflationary pressure, production delays and shortages from time to time.
Our products are sold through multiple channels, including mass merchandisers, drug, food, dollar, convenience, club and e-commerce stores, which reduces our exposure to any single distribution channel. 4 Market Position During 2024, approximately 58.6% of our total revenues were from major brands with a number one market position, compared with approximately 58.1% and 67.5% of total revenues during 2023 and 2022, respectively.
Our products are sold through multiple channels, including mass merchandisers, drug, food, dollar, convenience, club and e-commerce stores, which reduces our exposure to any single distribution channel. 4 Market Position During 2025, approximately 61.5% of our total revenues were from major brands with a number one market position, compared with approximately 58.6% and 58.1% of total revenues during 2024 and 2023, respectively.
We believe that our emphasis on strong customer relationships, speed and flexibility and leading sales technology capabilities, combined with consistent marketing support programs and ongoing product innovation, will continue to maximize our competitiveness in the increasingly complex retail environment. During 2024, 2023, and 2022, Walmart accounted for approximately 19.7%, 19.7%, and 20.5%, respectively, of our gross revenues.
We believe that our emphasis on strong customer relationships, speed and flexibility and leading sales technology capabilities, combined with consistent marketing support programs and ongoing product innovation, will continue to maximize our competitiveness in the increasingly complex retail environment. During 2025, 2024 and 2023, Walmart accounted for approximately 19%, 20% and 20%, respectively, of our gross revenues.
If we or our manufacturers fail to comply with applicable regulations, we could be issued a list of deficiencies, which could lead to significant claims or penalties or be required to recall or discontinue the sale and/or manufacturing of the non-compliant products. Most of our U.S.
If we or our manufacturers fail to comply with applicable regulations, we could be issued a list of deficiencies, which could lead to significant claims or penalties or require us to recall or discontinue the sale and/or manufacturing of the non-compliant products. Most of our U.S.
In addition to relying on contract manufacturers, we operate a manufacturing facility in Lynchburg, Virginia, which manufactures products representing approximately 11% of our gross revenues.
In addition to relying on contract manufacturers, we operate a manufacturing facility in Lynchburg, Virginia, which manufactures products representing approximately 15% of our gross revenues.
Certain of our third-party manufacturers are currently having, and have had in the past, difficulty meeting demand, which is and has caused shortages of our products, particularly eye care products. These shortages have negatively impacted our results of operations in the fourth quarter of fiscal 2024, and we expect further shortages may have a negative impact on our sales.
Certain of our third-party manufacturers are currently having, and have had in the past, difficulty meeting demand, which is and has caused shortages of our products, particularly eye care products. These shortages negatively impacted our results of operations, and we expect further shortages may have a negative impact on our sales.
This approach results in minimal capital expenditures and maximizes our cash flow, which allows us to reinvest to support our marketing initiatives, fund brand acquisitions or repay outstanding indebtedness. At March 31, 2024, we had relationships with 122 third-party manufacturers.
This approach results in minimal capital expenditures and maximizes our cash flow, which allows us to reinvest to support our marketing initiatives, fund brand acquisitions and repay outstanding indebtedness. At March 31, 2025, we had relationships with 98 third-party manufacturers.
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 global supply chain constraints, inflation, global conflicts and instability, and the potential for further outbreaks of severe illnesses.
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 global supply chain constraints, inflation, tariffs, global conflicts and trade actions/disputes and the potential for further outbreaks of severe illnesses.
Reference to a year (e.g., “2024”) refers to our fiscal year ended March 31 of that year.
Reference to a year (e.g., “2025”) refers to our fiscal year ended March 31 of that year.
We believe our business model allows us to integrate acquisitions in an efficient manner, while also providing opportunities to realize significant cost savings. Growing Our International Business International sales beyond the borders of North America represented 14.8%, 13.7% and 10.9% of total revenues in 2024, 2023, and 2022, respectively.
We believe our business model allows us to integrate acquisitions in an efficient manner, while also providing opportunities to realize significant cost savings. Growing Our International Business International sales beyond the borders of North America represented 15.6%, 14.8% and 13.7% of total revenues in 2025, 2024, and 2023, respectively.
In 2024, these brands included BC and Goody's, Chloraseptic , Compound W , Debrox, Dramamine, Fess, Fleet, Hydralyte, Monistat, Nix, and Summer's Eve .
In 2025, these brands included BC and Goody's, Chloraseptic , Compound W , Debrox, Dramamine, Fess, Fleet, Gaviscon, Hydralyte, Monistat, Nix and Summer's Eve .
One of our suppliers, a privately owned pharmaceutical manufacturer with whom we have a long-term supply agreement, accounted for more than 10% of our gross revenues during 2024, 2023 and 2022.
One of our suppliers, a privately owned pharmaceutical manufacturer with whom we have a long-term supply agreement, produced products that accounted for more than 10% of our gross revenues during 2025, 2024 and 2023.
(“IRI”), for the 52-week period ended March 24, 2024. International information was derived from several sources. Fess and Hydralyte data are for the Australian market.
(“IRI”), for the 52-week period ended March 23, 2025. International information was derived from several sources. Fess and Hydralyte data are for the Australian market.
Our Employees As of March 31, 2024, we had approximately 570 global employees. Approximately 82% of our workforce operates in the United States, 16% in Australia and Asia and 2% in Europe. 59% of our employees are salaried and 41% are paid hourly wages. We employ only a few part time employees. Our workforce is 53% female and 47% male.
Our Employees As of March 31, 2025, we had approximately 600 global employees. Approximately 82% of our workforce operates in the United States, 16% in Australia and Asia and 2% in Europe. 59% of our employees are salaried and 41% are paid hourly wages. We employ only a few part-time employees. Our workforce is 55% female and 45% male.
Marketing and Sales Our marketing strategy is based primarily on the acquisition and renovation of established consumer brands that possess what we believe to be significant brand value and unrealized potential and to grow categories with existing brands where we have leading market positions.
Our marketing strategy is further developed by the acquisition and renovation of established consumer brands that possess what we believe to be significant brand value and unrealized potential and to grow categories with existing brands where we have leading market positions.
These brands accounted for approximately 83.3%, 81.9%, and 81.4% of our total revenues for 2024, 2023, and 2022, respectively.
These brands accounted for approximately 83.0%, 83.3% and 81.9% of our total revenues for 2025, 2024, and 2023, respectively.
Our EPA registered products are also subject to state regulations and the rules and regulations of the various jurisdictions where these products are sold. Nix Prevention Daily Leave-in Spray is considered a minimum risk pesticide that is exempt from EPA registration, and it is only required to be registered with the states and Washington D.C.
Our EPA registered products are also subject to state regulations and the rules and regulations of the various jurisdictions where these products are sold. We have a single product that is considered a minimum risk pesticide that is exempt from EPA registration, and it is only required to be registered with the states and Washington D.C.
We have continued to see changes in the purchasing patterns of our end customers, including a reduction in the frequency of visits to retailers and a shift in many markets to purchasing our products online. 10 The volatile environment has impacted the supply of labor and raw materials and exacerbated rising input costs.
We have continued to see changes in the purchasing patterns of our end customers, including a shift in many markets to purchasing our products online, and could see changes in retailer purchasing patterns due to the uncertain economic environment. The volatile environment has impacted the supply of labor and raw materials and exacerbated rising input costs.
The CPSIA requires us to make available to our customers certificates stating that we are in compliance with any applicable regulation administered by the CPSC. Nix Lice Control Spray is considered a pesticide under the Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”).
The CPSIA requires us to make available to our customers certificates stating that we are in compliance with any applicable regulation administered by the CPSC. A few of our products are considered pesticides under the Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”).
During 2024, 2023 and 2022, the manufacturer accounted for approximately 20% of our gross revenues while we accounted for a significant portion of their gross revenues over that time period. No other single third-party supplier accounts for 10% or more of our gross revenues.
During 2025, 2024 and 2023, this manufacturer accounted for approximately 21%, 20% and 20%, respectively, of our gross revenues, while we accounted for a significant portion of their gross revenues over that time period. No other single third-party supplier produces products that account for 10% or more of our gross revenues.
In 2022, we acquired the consumer health business assets from Akorn Operating Company LLC. While we believe that there will continue to be a pipeline of acquisition candidates for us to investigate, the strategic fit, availability of capital and relative cost are of the utmost importance in our decision to pursue such opportunities.
While we believe that there will continue to be a pipeline of acquisition candidates for us to investigate, the strategic fit, availability of capital and relative cost are of the utmost importance in our decision to pursue such opportunities.
Our operations are subject to U.S. federal, state and local and foreign laws, rules and regulations relating to environmental concerns, including air emissions, wastewater discharges, solid and hazardous waste management activities, and the safety of our employees. We endeavor to take actions necessary to comply with such regulations, including periodic environmental and health and safety audits of our facilities.
Environmental, Health and Safety Regulations Our operations are subject to U.S. federal, state and local and foreign laws, rules and regulations relating to environmental concerns, including air emissions, wastewater discharges, solid and hazardous waste management activities and the safety of our employees.
Seasonality Our business is generally not seasonal due to our well-diversified portfolio of brands. Advertising and marketing spending to support brands can be high during a specific season, such as summer selling for Clear Eyes and Compound W and the early winter to influence sales of Chloraseptic , Little Remedies , and Luden’s .
Advertising and marketing spending to support brands can be high during a specific season, such as summer selling for Clear Eyes and Compound W and the early winter to influence sales of Chloraseptic , Little Remedies and Luden’s .
We do not own all of the intellectual property rights applicable to our products. In those cases where our third-party manufacturers own patents that protect our products, we are dependent on them as a source of supply for our products. In addition, we rely on our suppliers for their enforcement of their intellectual property rights against infringing products.
In those cases where our third-party manufacturers own patents that protect our products, we are dependent on them as a source of supply for our products. In addition, we rely on our suppliers for their enforcement of their intellectual property rights against infringing products. Seasonality Our business is generally not seasonal due to our well-diversified portfolio of brands.
Some of the ways we encourage this is by: Recruiting : With employees across the U.S. and the world, we understand the importance of hiring and advancement practices that support diversity at all levels of the organization as well as talent development. Monitoring : We have a strict Code of Conduct and Ethics that fosters a work environment that is free from intimidation, harassment and violence.
Some of the ways we encourage this is by: Recruiting : With employees across the U.S. and the world, we understand the importance of hiring the best available and qualified personnel without regard to age, gender, race, gender identification, and sexual orientation, and/or other traits and use advancement practices that support talent development at all levels of the organization. Monitoring : We have a strict Code of Conduct and Ethics that fosters a work environment that is free from intimidation, harassment and violence.
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.
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.
By empowering our employees to develop and enhance their skills through enterprise-wide tools, videos and coursework that focus on continuous learning and professional and personal development, we encourage all of our employees to reach their full potential, which in turn helps our organization succeed. 11 Health and Safety We are committed to providing a safe work environment for our employees and require employees to share this concern by abiding to rigorous safety measures.
By empowering our employees to develop and enhance their skills through enterprise-wide tools, videos and coursework that focus on continuous learning and professional and personal development, we encourage all of our employees to reach their full potential, which in turn helps our organization succeed.
Of those, we had long-term contracts with 26 manufacturers that produced items that accounted for approximately 72.0% of our gross revenues for 2024, compared to 25 manufacturers with long-term contracts that accounted for approximately 69.8% of our gross revenues in 2023.
Of those, we had long-term contracts with 16 manufacturers that produced items that accounted for approximately 58% of gross sales for 2025, compared to 26 manufacturers with long-term contracts that accounted for approximately 72% of gross sales in 2024.
We seek out opportunities to be active members of our communities to enhance the lives of our neighbors and consumers. We encourage employees to become involved in their respective communities, and we enable office locations the freedom to develop programs that are appropriate to their community needs.
We encourage employees to become involved in their respective communities, and we enable office locations the freedom to develop programs that are appropriate to their community needs.
Our marketing objective is to increase sales and market share by developing innovative new products and line extensions and executing creative and cost-effective advertising and marketing programs. This brand-building process involves the evaluation of the existing brand name, the development and introduction of innovative new products, and the execution of marketing support programs. Brand priorities will vary from year-to-year.
Our brand-building process involves the evaluation of the existing brand name, the development and introduction of innovative new products and the execution of marketing support programs. Brand priorities will vary from year-to-year.
Our Canadian and international business is also subject to product regulations by local regulatory authorities in the various countries where these businesses operate, including regulations regarding manufacturing, labeling, marketing, distribution, sale and storage.
Our Australian, Canadian and other international businesses are also subject to product regulations by local regulatory authorities in the various countries where these businesses operate, including regulations regarding manufacturing, labeling, marketing, distribution, sale and storage. In Australia, the Therapeutic Goods Administration ("TGA") regulates OTC medicines to ensure their safety, quality, and efficacy.
Some of our other products are manufactured on a purchase order basis, which is generally based on batch sizes and results in no long-term obligations or commitments.
Some of our other products are manufactured on a purchase order basis, which is generally based on batch sizes and results in no long-term obligations or commitments. As a result, these manufacturers could cease manufacturing our products at any time and for any reason or initiate arbitrary and costly price increases.
Other Regulations We are also subject to a variety of other regulations in the U.S. and various foreign markets, including regulations pertaining to import/export, antitrust and pharmacovigilance issues.
We seek to minimize our resource footprint at our locations with a focus on managing waste, water and energy consumption. 9 Other Regulations We are also subject to a variety of other regulations in the U.S. and various foreign markets, including regulations pertaining to import/export, antitrust and pharmacovigilance issues.
We seek to ensure responsible sourcing of our products and to improve our suppliers’ environmental, labor, health 9 and safety and ethical practices through our Supplier Code of Conduct. We seek to minimize our resource footprint at our locations with a focus on managing waste, water and energy consumption.
We seek to ensure responsible sourcing of our products and to improve our suppliers’ environmental, labor, health and safety and ethical practices through our Supplier Code of Conduct.
During 2024, Amazon accounted for approximately 10.9% of our gross revenues.
During 2025 and 2024, Amazon accounted for approximately 14% and 11%, respectively, of our gross revenues.
Those changes have and will continue to require capital investments in facilities and equipment to meet the requirements, require us to incur additional compliance costs, as well as additional product development, material and production costs, which may impact our financial condition and ability to compete.
Those changes have and will continue to require capital investments in facilities and equipment to meet the requirements and require us to incur additional compliance costs, as well as additional product development, material and production costs. If we fail to comply with these regulations, we could be subject to enforcement actions and the imposition of penalties.
As an example of this philosophy, in 2024 we launched a number of new products, including Summer’s Eve Ultimate Odor Protection line , Monistat's Maintain Boric Acid Suppositories, Clear Eyes Nighttime Restoring Drops, and Dentek Gum Health Advanced Cleaning kit.
In 2024, we launched Summer’s Eve Ultimate Odor Protection line , Monistat's Maintain Boric Acid Suppositories, Clear Eyes Nighttime Restoring Drops and Dentek Gum Health Advanced Cleaning kit. While there is always a risk that sales of our existing products may be reduced by our new product introductions, our goal is to grow the overall sales of our brands.
Given our agility in advertising and marketing support and product diversity, the quarterly timing of this advertising and marketing support and impact to earnings is difficult to predict. 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.
Economic Environment There has been economic uncertainty in the United States and globally due to several factors, including evolving fiscal policy, global supply chain constraints, changes in interest rates, a high inflationary environment, geopolitical events and evolving U.S. and international tariffs.
We endeavor to facilitate the acquisition of diverse attitudes, skills and talents particularly for future leadership roles through hiring, workplace practices and employee development. We strive to create and sustain an environment where all employees are heard and inspired to achieve their full potential. We continually review our Company employee demographics to help us adhere to these principles.
We strive to create and sustain an environment where all employees are valued, heard and inspired to achieve their full potential. We continually review our Company employee hiring, development and workplace practices to help us adhere to these principles. We also believe in working productively with one another and with our stakeholders to ensure long-term success.
If we fail to comply with these regulations, we could be subject to enforcement actions and the imposition of penalties, which could adversely impact our financial condition. Intellectual Property We own a number of trademark registrations and applications in the United States, Canada and other foreign countries.
Intellectual Property We own a number of trademark registrations and applications in the United States, Canada and other foreign countries.
We also seek to comply with the applicable safety and health standards in all other countries in which we have employees, including Australia, the United Kingdom and Singapore. Our Community We seek to be a responsible corporate citizen, and we resolve to live by our principles as we continue to grow our global business.
We seek to comply with all U.S. federal, state and/or local occupational safety and health standards and report our safety records in accordance with the Occupational Safety and Health Administration ("OSHA"). We also seek to comply with the applicable safety and health standards in all other countries in which we have employees, including Australia, the United Kingdom and Singapore.
We rely on experienced personnel to bear the substantial responsibility of brand management and to effectuate our growth strategy.
We rely on experienced personnel to bear the substantial responsibility of brand management and to effectuate our growth strategy. Marketing and Sales Our marketing objective is to increase sales and market share by developing innovative new products and line extensions and executing creative and cost-effective advertising and marketing programs.
To enable this and assure that the message of health, safety and well-being are part of our work culture, we conduct regular training programs at our production facilities. We seek to comply with all U.S. federal, state and/or local occupational safety and health standards and report our safety records in accordance with the Occupational Safety and Health Administration ("OSHA").
Health and Safety We are committed to providing a safe work environment for our employees and require employees to share this concern by abiding to rigorous safety measures. To enable this and assure that the message of health, safety and well-being are part of our 11 work culture, we conduct regular training programs at our production facilities.
We continue to build on our long commitment of equal employment opportunity and anti-discrimination by supporting inclusion and equality of people with unique cultural and ethnic heritage, color and backgrounds, gender identification and sexual orientation, and other traits.
We continue to build on our long commitment of equal employment opportunity and anti-discrimination by supporting a culture where no employee is excluded based on race, age, gender identification, sexual orientation or other traits and employees are rewarded based on merit and skill. We are committed to providing a workplace where diverse attitudes, skills and talents are welcomed and celebrated.
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In 2023, we launched Summer’s Eve Spa Renewing Wash, Compound W Total Care , Nix Lice Prevention Spray , Tagamet Cool Mint, and Fleet Fresh & Clean Enemas. While there is always a risk that sales of existing products may be reduced by new product introductions, our goal is to grow the overall sales of our brands.
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Our business, business model, competitive strengths and growth strategy face various risks that are described in Part I, Item 1A.
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We do not have long-term contracts with certain manufacturers which 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.
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“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 18 to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K. 3 Major Brands and Market Position Our major brands, set forth in the table below, have strong levels of consumer awareness and retail distribution across all major channels.
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We recently moved the manufacture of certain of our more regulated products to our own manufacturing facility, which will subject our facility to increased regulatory requirements and scrutiny with respect to both our existing and new operations there.
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As an example of this philosophy, in 2025, we launched a number of new products, including Summer’s Eve Whole Body Deodorant Creams in three fragrances, Goody’s Plus – Headache Pain + Mental Alertness and Dramamine Advanced Herbals For Kids.
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Sustainability and Environmental, Social and Governance (“ESG”) Regulations We believe that sustainable operations are both financially and operationally beneficial to our business and critical to the health of the communities in which we operate.
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In 2025, we acquired additional rights to Hydralyte intellectual property in all remaining jurisdictions with the exception of the United States. In 2022, we acquired the consumer health business assets from Akorn Operating Company LLC.
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In addition, labor shortages have impacted our manufacturing operations and may impact our ability to supply certain products to our customers.
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OTC medicines are evaluated before they are sold to the public, and they must be registered on the Australian Register of Therapeutic Goods ("ARTG") before being sold.
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We also believe in working productively with one another and with our stakeholders to ensure long-term success.
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We endeavor to take actions necessary to comply with such regulations, including periodic environmental and health and safety audits of our facilities.
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While our trademarks and tradenames generally have indefinite lives if well maintained, our patents have defined lives expiring between 2025 and 2046. We do not own all of the intellectual property rights applicable to our products.
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Given our agility in advertising and marketing support and product diversity, the quarterly timing of this advertising and marketing support and impact to earnings is difficult to predict.
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Our Community We seek to be a responsible corporate citizen, and we resolve to live by our principles as we continue to grow our global business. We seek out opportunities to be active members of our communities to enhance the lives of our neighbors and consumers.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe introduction or expansion of store brand products that compete with our products at a lower price point has and could impact our sales and results of operations. This could be exacerbated by rising costs and other economic conditions that shift consumer demand to lower-priced products, as well as supply chain issues that result in reduced availability for our products.
Biggest changeThis could be exacerbated by rising costs, including tariffs, and other economic conditions that shift consumer demand to lower-priced products, as well as supply chain issues that result in reduced availability for our products. Competitive pricing may require us to reduce prices, which may result in lost revenue or a reduction of our profit margins.
Our ability to retain our current manufacturing relationships and engage in and successfully transition to new relationships or to our own manufacturing facility is critical to our ability to deliver quality products to our customers in a timely manner.
Our ability to retain our current manufacturing relationships or engage in and successfully transition to new relationships or to our own manufacturing facility is critical to our ability to deliver quality products to our customers in a timely manner.
In addition, even if we do enter into long-term contracts with certain manufacturers, our manufacturers may increase prices under the terms our existing contracts if they experience increases in input costs, which could have a material adverse impact on our results of operations and financial condition.
In addition, even if we do enter into long-term contracts with certain manufacturers, our manufacturers may increase prices under the terms of our existing contracts if they experience increases in input costs, which could have a material adverse impact on our results of operations and financial condition.
In this economic environment, the manufacturers we use have and may continue to increase the cost to us of many of the products we purchase, which has impacted and could continue to adversely affect our margins in the event we are unable to pass along these increased costs to our customers or identify and qualify new manufacturers.
In this economic environment, the manufacturers we use have increased, and may continue to increase, the cost to us of many of the products we purchase, which has impacted and could continue to adversely affect our margins in the event we are unable to pass along these increased costs to our customers or identify and qualify new manufacturers.
If we are unable to maintain our current distribution network, 14 product offerings for retail sale, inventory levels and in-store and online positioning of our products, our sales and operating results could be adversely affected. In addition, competitors may attempt to gain market share by offering products at prices at or below those typically offered by us.
If we are unable to maintain our current distribution network, product offerings for retail sale, inventory levels and in-store and online positioning of our products, our sales and operating results could be adversely affected. 14 In addition, competitors may attempt to gain market share by offering products at prices at or below those typically offered by us.
In addition, we or our third-party manufacturers or distributors could be required to: Suspend manufacturing operations; Modify product formulations or processes; Suspend the sale or require a recall of non-compliant products; or Change product labeling, packaging, distribution, storage, marketing, or advertising, or take other corrective action.
In addition, we or our third-party manufacturers or distributors could be required to: Suspend manufacturing operations; Modify product formulations or manufacturing processes; Suspend the sale or require a recall of non-compliant products; or Change product labeling, packaging, distribution, storage, marketing, or advertising, or take other corrective action.
Risks of doing business internationally include, but are not limited to the following: Political instability or declining economic conditions in the countries or regions where we operate or rely on third-party manufacturers or suppliers, which could adversely affect sales of our products in these countries or regions or our ability to obtain adequate supply of our products; Currency controls that restrict or prohibit the payment of funds or the repatriation of earnings to the United States; Fluctuating foreign exchange rates that result in unfavorable increases in the price of our products or cause increases in the cost of certain products purchased from our foreign third-party manufacturers; Requirements under laws and regulations concerning ethical business practices; Trade restrictions and exchange controls; Difficulties in staffing and managing international operations; Difficulty protecting our intellectual property rights and avoiding diversion of our products in these markets; and Increased costs of compliance with general business and tax regulations in these countries or regions.
Risks of doing business internationally include, but are not limited to, the following: Political instability or declining economic conditions in the countries or regions where we operate or rely on third-party manufacturers or suppliers, which could adversely affect sales of our products in these countries or regions or our ability to obtain adequate supply of our products; Currency controls that restrict or prohibit the payment of funds or the repatriation of earnings to the United States; Fluctuating foreign exchange rates and tariffs that result in unfavorable increases in the price of our products or cause increases in the cost of certain products purchased from our foreign third-party manufacturers; Requirements under laws and regulations concerning ethical business practices; Trade restrictions and exchange controls; Difficulties in staffing and managing international operations; Difficulty protecting our intellectual property rights and avoiding diversion of our products in these markets; and Increased costs of compliance with general business and tax regulations in these countries or regions.
Our provision for income taxes is subject to volatility and could be adversely affected by several factors, some of which are outside of our control, including: Changes in the income allocation methods for state taxes, and the determination of which states or countries have jurisdiction to tax our Company; An increase in non-deductible expenses for tax purposes, including certain stock-based compensation, executive compensation and impairment of goodwill; Transfer pricing adjustments; Tax assessments resulting from tax audits or any related tax interest or penalties that could significantly affect our income tax provision for the period in which the settlement takes place; Tax liabilities from acquired businesses; 24 Changes in accounting principles; and Changes in tax laws or related interpretations, accounting standards, regulations, and interpretations in multiple tax jurisdictions in which we operate.
Our provision for income taxes is subject to volatility and could be adversely affected by several factors, some of which are outside of our control, including: Changes in the income allocation methods for state taxes, and the determination of which states or countries have jurisdiction to tax our Company; An increase in non-deductible expenses for tax purposes, including certain stock-based compensation, executive compensation and impairment of goodwill; Transfer pricing adjustments; Tax assessments resulting from tax audits or any related tax interest or penalties that could significantly affect our income tax provision for the period in which the settlement takes place; Tax liabilities from acquired businesses; Changes in accounting principles; and Changes in tax laws or related interpretations, accounting standards, regulations and interpretations in multiple tax jurisdictions in which we operate.
These systems include programs and processes relating to internal communications and communications with other parties, ordering and managing materials from suppliers, converting materials to finished products, marketing and selling products to customers (including through e-commerce channels), customer order entry and order fulfillment, shipping product to customers, billing customers and receiving and applying payment, processing transactions, summarizing and reporting results of operations, complying with regulatory, legal and tax requirements, collecting and storing customer, consumer, employee, investor, and other stakeholder information and personal data, and other processes necessary to manage the Company's business.
These systems include programs and processes relating to internal communications and communications with other parties, ordering and managing materials from suppliers, converting materials to finished products, marketing and selling products to customers (including through e-commerce channels), customer order entry and order fulfillment, shipping product to customers, billing customers and receiving and applying payment, processing transactions, summarizing and reporting results of operations, complying with 20 regulatory, legal and tax requirements, collecting and storing customer, consumer, employee, investor and other stakeholder information and personal data and other processes necessary to manage the Company's business.
The extent to which a global pandemic, and the related global economic downturn, could affect our business, results of operations and financial condition depends on developments that are highly uncertain and cannot be predicted, including the severity and duration of any outbreak and recovery period, the availability, acceptance and efficacy of vaccines, future actions taken by governmental authorities and other third parties in response to the pandemic, and the impact on our customers, employees and suppliers, distributors and other service providers.
The extent to which a pandemic, and any related economic downturn, could affect our business, results of operations and financial condition depends on developments that are highly uncertain and cannot be predicted, including the severity and duration of any outbreak and recovery period, the availability, acceptance and efficacy of vaccines, future actions taken by governmental authorities and other third parties in response to a pandemic and the impact on our customers, employees and suppliers, distributors and other service providers.
While we seek to maintain sustainable operations that are both financially and operationally beneficial to our business, and contribute to the health and wellness of the communities in which we operate, we may experience reduced demand for our products and loss of customers if we do not meet their ESG expectations, which could result in a material adverse effect on our financial condition and results of operations.
While we seek to maintain sustainable operations that are both operationally and financially beneficial to our business, and contribute to the health and wellness of the communities in which we operate, we may experience reduced demand for our products and loss of customers if we do not meet their expectations, which could result in a material adverse effect on our financial condition and results of operations.
We depend on our key personnel, and the loss of the services provided by any of our executive officers or other key employees could harm our business and results of operations. Our success depends to a significant degree upon the continued contributions of our senior management. These employees may voluntarily terminate their employment with us at any time.
We depend on our key personnel, and the loss of the services provided by any of our executive officers or other key employees could harm our business and results of operations. 23 Our success depends to a significant degree upon the continued contributions of our senior management. These employees may voluntarily terminate their employment with us at any time.
We believe our products are safe and effective when used in accordance with label directions. However, adverse publicity about ingredients used in our products may discourage consumers from buying our products containing those ingredients, which would have an adverse impact on our sales. 16 From time to time we are subject to various product liability claims.
We believe our products are safe and effective when used in accordance with label directions. However, adverse publicity about ingredients used in our products may discourage consumers from buying our products containing those ingredients, which would have an adverse impact on our sales. From time to time we are subject to various product liability claims.
Price increases for raw materials, packaging, labor, energy and transportation costs, and other manufacturer, logistics provider or distributor demands, could continue to have an adverse impact on our margins. 13 The costs to manufacture and distribute our products are subject to fluctuation based on a variety of factors.
Price increases for raw materials, packaging, labor, energy and transportation costs, and other manufacturer, logistics provider or distributor demands, could continue to have an adverse impact on our margins. The costs to manufacture and distribute our products are subject to fluctuation based on a variety of factors.
Our senior credit facility and the indentures governing our senior notes impose restrictions that could impede our ability to enter into certain corporate transactions, as well as increase our vulnerability to adverse economic and industry conditions, by limiting our flexibility in planning for, and reacting to, changes in our business and industry.
Our revolving credit facility and the indentures governing our senior notes impose restrictions that could impede our ability to enter into certain corporate transactions, as well as increase our vulnerability to adverse economic and industry conditions, by limiting our flexibility in planning for, and reacting to, changes in our business and industry.
We, and certain of our suppliers, have been, and likely will continue to be, subject to malware, computer viruses, computer hacking, attempted acts of data theft, phishing, other cyber-attacks and employee error or malfeasance related to our information technology systems.
We and certain of our suppliers and customers have been, and likely will continue to be, subject to malware, computer viruses, computer hacking, attempted acts of data theft, phishing, other cyber-attacks and employee error or malfeasance related to information technology systems.
The senior credit facility and the indentures governing the senior notes contain provisions that allow the respective creditors to declare all outstanding borrowings under one agreement to be immediately due and payable as a result of a default under another agreement.
The revolving credit facility and the indentures governing the senior notes contain provisions that allow the respective creditors to declare all outstanding borrowings under one agreement to be immediately due and payable as a result of a default under another agreement.
Conversely, we have, and may 23 be required in the future to, initiate litigation against others to protect the value of our intellectual property and the related goodwill or enforce an agreement or contract that has been breached.
Conversely, we have, and may be required in the future to, initiate litigation against others to protect the value of our intellectual property and the related goodwill or enforce an agreement or contract that has been breached.
The taxation of our business is subject to the application of multiple and sometimes conflicting tax laws and regulations as well as multinational tax conventions. Our effective tax rate is dependent upon the availability of tax credits and carryforwards. The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty.
The taxation of our business is subject to the application of multiple and sometimes conflicting tax laws and regulations as well as multinational tax 24 conventions. Our effective tax rate is dependent upon the availability of tax credits and carryforwards. The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty.
In addition, third parties may assert claims against our intellectual property rights, and we may not be able to successfully resolve those claims, which would cause us to lose the right to use the intellectual property subject to those claims.
In addition, third parties may assert claims against our intellectual property rights, and we may not be able to 19 successfully resolve those claims, which would cause us to lose the right to use the intellectual property subject to those claims.
We have recorded impairment charges resulting from changes in our long-term assumptions for certain brands, including the discount rate, future revenue growth, expected 20 inflationary pressures and other long-term estimates.
We have recorded impairment charges resulting from changes in our long-term assumptions for certain brands, including the discount rate, future revenue growth, expected inflationary pressures and other long-term estimates.
Covenants in our senior credit facility also require us to use 100% of the proceeds we receive from non-permitted debt issuances or certain issuances of refinancing debt to repay outstanding borrowings under our senior credit facility.
Covenants in our revolving credit facility also require us to use 100% of the proceeds we receive from non-permitted debt issuances or certain issuances of refinancing debt to repay outstanding borrowings under our senior credit facility.
Volatility and increases in commodity raw material (e.g. resins) and packaging component prices, labor, energy, and transportation costs, and other input costs, including as a result of supply chain issues or shortages, could significantly affect our profit margin and could have a material adverse impact on our financial condition and results of operations if our raw material suppliers, third-party manufacturers, logistics providers or distributors pass along those costs to us.
Volatility and increases in commodity raw material (e.g. resins) and packaging component prices, labor, energy and transportation costs, and 13 other input costs, including as a result of supply chain issues, shortages or tariffs, could significantly affect our profit margin and could have a material adverse impact on our financial condition and results of operations if our raw material suppliers, third-party manufacturers, logistics providers or distributors pass along those costs to us.
Our indebtedness could: Increase our vulnerability to general adverse economic and industry conditions; Limit our ability to engage in strategic acquisitions; Require us to dedicate a substantial portion of our cash flow from operations toward repayment of our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes; Limit our flexibility in planning for, or reacting to, changes in our business and the markets in which we operate; Place us at a competitive disadvantage compared to our competitors that have less debt; and Limit, among other things, our ability to borrow additional funds on favorable terms or at all.
Our indebtedness could: Increase our vulnerability to general adverse economic and industry conditions; Require us to dedicate a substantial portion of our cash flow from operations toward repayment of our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, investments and other general corporate purposes; Limit our ability to fund potential acquisitions; Limit our flexibility in planning for, or reacting to, changes in our business and the markets in which we operate; Place us at a competitive disadvantage compared to our competitors that have less debt; and Limit, among other things, our ability to borrow additional funds on favorable terms or at all.
The terms of the indentures governing our 3.750% senior notes due April 1, 2031 (the "2021 Senior Notes") and our 5.125% senior unsecured notes due January 15, 2028 (the "2019 Senior Notes"), and the credit agreement governing our term loan and revolving credit facility, allow us to issue and incur additional debt only upon satisfaction of the conditions set forth in those respective agreements.
The terms of the indentures governing our 3.750% senior notes due April 1, 2031 (the "2021 Senior Notes") and our 5.125% senior unsecured notes due January 15, 2028 (the "2019 Senior Notes"), and the credit agreement governing our revolving credit facility, allow us to issue and incur additional debt only upon satisfaction of the conditions set forth in those respective agreements.
For example, although our marketing is evidence-based, consumers and competitors may challenge, and have challenged, certain of our marketing claims by alleging, among other things, false and misleading advertising with respect to advertising for certain of our products. Such challenges could result in our having to pay monetary damages or limit our ability to maintain current marketing claims.
For example, although our marketing is evidence-based, consumers and competitors may challenge, and have in the past challenged, certain of our marketing claims by alleging, among other things, false and misleading advertising with respect to certain of our products. Such challenges could result in our having to pay monetary damages or limit our ability to maintain current marketing claims.
Many of these competitors are larger and have substantially greater resources than we do, and they may therefore have the ability to spend more aggressively on research and development and advertising and marketing, and to respond more effectively to changing business and economic conditions, including in connection with inflation or recessionary conditions.
Many of these competitors are larger and have substantially greater resources than we do, and they may therefore have the ability to spend more aggressively on research and development and advertising and marketing, and may be able to respond more effectively to changing business and economic conditions, including in connection with inflation or recessionary conditions.
Total company consumption is based on domestic IRI multi-outlet + C-store retail sales for the relevant period, retail sales from other third parties for certain e-commerce sales in North America, Australia consumption based on IMS data, and other international net revenues as a proxy for consumption.
Total company consumption is based on U.S. domestic IRI multi-outlet + C-store retail sales for the relevant period, retail sales from other third parties for certain e-commerce sales in North America, Australia consumption based on IMS data and other international net revenues as a proxy for consumption.
Certain product categories have been impacted by higher inflation due to, among other things, the continuing impacts of labor shortages, global supply chain disruptions and the uncertain economic and geopolitical environment, which has negatively impacted our gross margin.
Certain product categories have been impacted by higher inflation due to, among other things, the continuing impacts of labor shortages, global supply chain disruptions and the uncertain economic and geopolitical environment, including tariffs, which has negatively impacted our gross margin.
Volatility in or worsening of economic conditions from high inflation, economic policy, geopolitical conflicts, public health issues, and other factors beyond our control could reduce consumer spending, which could adversely impact demand for our products and our results of operations and financial condition. Our financial performance depends on the stability of conditions that impact consumer spending.
Volatility in or worsening of economic conditions from high inflation, economic policy, tariffs, increased unemployment, geopolitical conflicts, public health issues and other factors beyond our control could reduce consumer spending, which could adversely impact demand for our products and our results of operations and financial condition. Our financial performance depends on the stability of conditions that impact consumer spending.
Certain of our manufacturers who produce products for us have experienced cash flow shortages, and we have provided short term loans to these suppliers to ensure continuous supply.
Certain of our manufacturers who produce products for us have experienced cash flow shortages, and we have provided both prepayments and short term loans to these suppliers to ensure continuous supply.
If we fail to manage these risks effectively, we may not be able to continue our international operations, and our business and results of operations may be materially adversely affected. 18 Regulatory matters governing our industry could have a significant negative effect on our sales and operating costs.
If we fail to manage these risks effectively, we may not be able to continue our international operations, and our business, financial condition and results of operations may be materially adversely affected. Regulatory matters governing our industry could have a significant negative effect on our sales and operating costs.
A negative outcome in any of these risks could adversely impact our results of operations and financial condition. Regulatory Risks We face risks associated with doing business internationally . Approximately 15% of our total 2024 revenues were attributable to our international business. We generally rely on brokers and distributors for the sale of our products in foreign countries.
A negative outcome in any of these risks could adversely impact our results of operations and financial condition. Regulatory Risks We face risks associated with doing business internationally . Approximately 16% of our total 2025 revenues were attributable to our international business. We generally rely on brokers and distributors for the sale of our products in foreign countries.
We could also lose revenue if our consumers change brands, our customers refuse to buy our products, or investors 19 choose not to invest in our debt or common stock if we do not meet their ESG and sustainability expectations. For example, since 2020, some of our major customers requested we respond to various questionnaires to evaluate our ESG efforts.
We could also lose revenue if our consumers change brands, our customers refuse to buy our products, or investors choose not to invest in our debt or common stock if we do not meet their sustainability expectations. For example, since 2020, some of our major customers requested that we respond to various questionnaires to evaluate our sustainability efforts.
In addition, our or our third-party manufacturers or distributors failure to comply with FDA, FTC, EPA or any other federal and state regulations, or with similar regulations in foreign markets, that cover our product registration, product claims and advertising, including direct claims and advertising by us, may result in enforcement actions and imposition of penalties, litigation by private parties, or otherwise materially adversely affect the distribution and sale of our products, which could have a material adverse effect on our business, financial condition and results of operations.
In addition, our or our third-party manufacturers' or distributors' failure to comply with FDA, FTC, EPA or any other federal and state regulations, or with similar regulations in foreign markets, that cover our product registrations, product claims or advertising, including direct claims and advertising by us, may result in enforcement actions and imposition of penalties, litigation by private parties, or otherwise materially adversely affect the distribution and sale of our products, which could have a material adverse effect on our business, financial condition and results of operations.
If they or any other suppliers cease operations or are otherwise unable to continue to supply products to us, or to repay their indebtedness, our results of operations and financial condition would be adversely impacted. At March 31, 2024, we had relationships with 122 third-party manufacturers.
If they or any other suppliers cease operations or are otherwise unable to continue to supply products to us, or to repay their indebtedness, our results of operations and financial condition would be adversely impacted. At March 31, 2025, we had relationships with 98 third-party manufacturers.
We also operate a manufacturing facility in Lynchburg, Virginia, which manufactures products representing approximately 11% of our gross revenues.
We also operate a manufacturing facility in Lynchburg, Virginia, which manufactures products representing approximately 15% of our gross revenues.
We expect that for future periods, our top ten customers, including Walmart and Amazon, will, in the aggregate, continue to account for a large and potentially increasing portion of our sales. Many of our customers have sought to obtain lower pricing, more strict logistics requirements or other changes to the customer-supplier relationship.
We expect that for future periods, our top ten customers, including Walmart and Amazon, in the aggregate, will continue to account for a large and potentially increasing portion of our sales. Many of our customers have sought to obtain lower pricing, better terms, additional trade spend, more strict logistics requirements or other changes to the customer-supplier relationship.
Our sales are also impacted by demand for our products depending on consumers’ activities, lifestyles and financial resources. 15 We could experience adverse impacts from public health emergencies in a number of ways, including, but not limited to, the following: supply chain delays or disruptions due to closed supplier facilities or distribution centers, reduced workforces, scarcity of raw materials and scrutiny or embargoing of goods produced in infected areas; shutdown of our manufacturing facilities due to illness or government order; reduced consumer demand for certain of our products as a result of the economic downturn, discontinuance of government stimulus and assistance programs or restrictions on in-person purchases; change in demand for or availability of our products as a result of retailers or distributors modifying their restocking, fulfillment, or shipping practices; decrease in our ability to develop innovative products due to reprioritization of suppliers and/or retailers; increase in working capital needs and/or an increase in trade accounts receivable write-offs as a result of increased financial pressures on our suppliers or customers; impairment in the carrying value of goodwill or intangible assets or a change in the useful life of finite-lived intangible assets from sustained changes in consumer purchasing behaviors, government restrictions, or financial results; increase in raw material and other input costs resulting from labor shortages, supply chain disruptions, and market volatility; and fluctuation in foreign currency exchange rates or interest rates resulting from market uncertainties.
We could experience adverse impacts from public health emergencies in a number of ways, including, but not limited to, the following: 15 supply chain delays or disruptions due to closed supplier facilities or distribution centers, reduced workforces, scarcity of raw materials and scrutiny or embargoing of goods produced in infected areas; shutdown of our manufacturing facilities due to illness or government order; reduced consumer demand for certain of our products as a result of any related economic downturn or restrictions on in-person purchases; change in demand for or availability of our products as a result of retailers or distributors modifying their restocking, fulfillment, or shipping practices in reaction to public health emergencies; decrease in our ability to develop innovative products due to reprioritization of suppliers and/or retailers; increase in working capital needs and/or an increase in trade accounts receivable write-offs as a result of related increased financial pressures on our suppliers or customers; impairment in the carrying value of goodwill or intangible assets or a change in the useful life of finite-lived intangible assets from sustained related changes in consumer purchasing behaviors, government restrictions, or financial results; increase in raw material and other input costs resulting from related labor shortages, supply chain disruptions and market volatility; and fluctuation in foreign currency exchange rates or interest rates resulting from market uncertainties.
In addition, our senior credit facility requires us to maintain certain leverage, interest coverage and fixed charge ratios. Although we believe we can continue to meet and/or maintain the financial covenants contained in our credit agreement, our ability to do so may be affected by events outside our control.
In addition, our revolving credit facility requires us to maintain certain fixed charge ratios. Although we believe we can continue to meet and/or maintain the financial covenants contained in our credit agreement, our ability to do so may be affected by events outside our control.
All acquisitions entail various risks such that after completing an acquisition, we may also experience: Difficulties in integrating any acquired companies, suppliers, personnel and products into our existing business; Difficulties in realizing the benefits of the acquired company or products, including expected returns, margins, synergies and profitability, which can also result in subsequent impairments to the book value of the acquired assets; Higher costs of integration than we anticipated; Exposure to unexpected liabilities of the acquired business; Difficulties in retaining key employees of the acquired business who are necessary to operate the business; Difficulties in maintaining uniform standards, controls, procedures and policies throughout our acquired companies; or Adverse customer or stockholder reaction to the acquisition. 17 As a result, any acquisitions we pursue or complete could adversely impact our financial condition and results from operations.
All acquisitions entail various risks such that after completing an acquisition, we may also experience: Difficulties in integrating any acquired companies, suppliers, personnel and products into our existing business; Difficulties in realizing the benefits of the acquired company or products, including expected returns, margins, synergies and profitability, which can also result in subsequent impairments to the book value of the acquired assets; Higher costs of integration than we anticipated; Exposure to unexpected liabilities of the acquired business; Difficulties in retaining key employees of the acquired business who are necessary to operate the business; Difficulties in maintaining uniform standards, controls, procedures and policies throughout our acquired companies; or Adverse customer or stockholder reaction to the acquisition.
One of our suppliers, a privately owned pharmaceutical manufacturer with whom we have a long-term supply agreement, accounted for more than 10% of our gross revenues during 2024, 2023 and 2022.
One of our suppliers, a privately owned pharmaceutical manufacturer with whom we have a long-term supply agreement, produced products that accounted for more than 10% of our gross revenues during 2025, 2024 and 2023.
For example, the European Union’s General Data Protection Regulation (the “GDPR”), greatly increases the jurisdictional reach of European Union law and adds a broad array of requirements for handling personal data, including the public disclosure of significant data breaches.
In Europe, the European Union’s ("EU") General Data Protection Regulation (the “GDPR”) greatly increases the jurisdictional reach of EU law and adds a broad array of requirements for handling personal data, including the public disclosure of significant data breaches.
If the debt under the senior credit facility and indentures governing the senior notes were both accelerated, the aggregate amount immediately due and payable as of March 31, 2024 would have been approximately $1.1 billion.
If the debt under the revolving credit facility and indentures governing the senior notes were accelerated, the aggregate amount immediately due and payable as of March 31, 2025 would have been approximately $1.0 billion.
Most recently, we extended short term loans to a supplier that produces cough/cold and ear care products, which total $5.9 million in the aggregate as of March 31, 2024, to support their continued operation.
Most recently, we extended short term loans to a supplier that produces cough/cold and ear care products, which total $7.8 million in the aggregate as of March 31, 2025, to support their continued operation.
However, if these plans do not provide effective protection, the Company may suffer interruptions in its ability to manage or conduct its operations, including in all of the Company’s functions described above, which may adversely affect its business and results of operations.
Further, the Company has implemented continuity and recovery plans in the event of a disruption. However, if these plans do not provide effective protection, the Company may suffer interruptions in its ability to manage or conduct its operations, including in all of the Company’s functions described above, which may adversely affect its business and results of operations.
The Company has also conducted regular security audits by an outside firm based on the National Institute of Standards and Technology ("NIST") standards to address any potential service interruptions or vulnerabilities. Management regularly reports to the Company’s Board on information security risks and audit results. Further, the Company has implemented continuity and recovery plans in the event of a disruption.
The Company has also conducted regular security audits by an outside firm based on the National Institute of Standards and Technology ("NIST") standards to address any potential service interruptions or vulnerabilities. Management regularly reports to the Company’s Board on information security risks and audit results.
During 2024, 2023 and 2022, this manufacturer accounted for approximately 20% of our gross revenues while we accounted for a significant portion of their gross revenues over that time period. No other single third-party supplier accounts for 10% or more of our gross revenues.
During 2025, 2024 and 2023, this manufacturer accounted for approximately 21%, 20% and 20%, respectively, of our gross revenues while we accounted for a significant portion of their gross revenues over that time period. No other single third-party supplier produces products that account for 10% or more of our gross revenues.
Adverse conditions or volatility in financial markets or the economy, including rising interest rates, inflation from rising costs, unemployment, bank failures, and the lack of consumer financing, could adversely impact consumer confidence and reduce disposable income, resulting in reduced consumer spending leading to reduced consumption of our products.
Adverse conditions or volatility in financial markets or the economy, including high interest rates, inflation from rising costs, tariffs, unemployment, bank failures, reductions in government assistance and the lack of consumer financing, could adversely impact consumer confidence and reduce disposable income, resulting in reduced consumer spending on our products.
Any failure to comply with the restrictions of the senior credit facility, the indentures governing the senior notes or any other subsequent financing agreements may result in an event of default. Such default may allow the creditors to accelerate the related debt, as well as any other debt to which the cross-acceleration or cross-default provisions apply.
Any failure to comply with the restrictions of any of our current or subsequent financing agreements may result in an event of default. Such default may allow the creditors to accelerate the related debt, as well as any other debt to which the cross-acceleration or cross-default provisions apply.
At March 31, 2024, the book value of our current assets was $375.0 million. Although the book value of our total assets was $3,318.4 million, approximately $2,848.3 million was in the form of intangible assets, including goodwill of $527.7 million, a significant portion of which may not be available to satisfy our creditors in the event our debt is accelerated.
At March 31, 2025, the book value of our current assets was $448.3 million. Although the book value of our total assets was $3,402.2 million, approximately $2,822.8 million was in the form of intangible assets, including goodwill of $527.4 million, a significant portion of which may not be available to satisfy our creditors in the event our debt is accelerated.
Our sales are impacted by consumer spending levels, the availability of our products at retail stores or for online purchase, and our ability to manufacture and distribute products to our customers and consumers in an effective and efficient manner.
Our sales are impacted by consumer spending levels, the availability of our products at retail stores or for online purchase and our ability to manufacture and distribute products to our customers and consumers in an effective and efficient manner. Our sales are also impacted by demand for our products depending on consumers’ activities, lifestyles and financial resources.
During 2024, Walmart and Amazon, which accounted for approximately 19.7% and 10.9% of our gross revenues, were our only customers that accounted for more than 10% of our gross revenues.
During 2025, Walmart and Amazon, which accounted for approximately 19% and 14%, respectively, of our gross revenues, were our only customers that accounted for more than 10% of our gross revenues.
Although we have supply and manufacturing agreements with certain of our third-party manufacturers, which explicitly outline the allocation of product liability risk with respect to the products these manufacturers produce, some of our other products are manufactured on a purchase order basis.
Any product recalls could have a material adverse effect on our business, financial condition and results of operations. Although we have supply and manufacturing agreements with certain of our third-party manufacturers, which explicitly outline the allocation of product liability risk with respect to the products these manufacturers produce, some of our other products are manufactured on a purchase order basis.
As we conduct our operations, we move data across national borders, and consequently we are subject to a variety of continuously evolving and developing laws and regulations in the United States and abroad regarding privacy, data protection and data security.
As we conduct our operations, we move data across national borders, and consequently we are subject to a variety of continuously evolving and developing laws and regulations in the United States and abroad regarding privacy, data protection and data security. The scope of the laws that may be applicable to us is often uncertain and may be conflicting.
In addition, any acquisition could adversely affect our operating results as a result of higher interest costs from any acquisition-related debt and higher amortization expenses related to the acquired intangible assets.
As a result, any acquisitions we pursue or complete could adversely impact our financial condition and results from operations. In addition, any acquisition could adversely affect our operating results as a result of higher interest costs from any acquisition-related debt and higher amortization expenses related to the acquired intangible assets.
The FDC Act and FDA regulations require that the manufacturing processes of our facilities and third-party manufacturers of U.S. products must also comply with the FDA’s cGMPs. The FDA inspects our facilities and those of our third-party manufacturers periodically to determine if we and our third-party manufacturers are complying with cGMPs.
The FDC Act and FDA regulations require that the manufacturing processes of our facilities and third-party manufacturers of U.S. products must also comply with the FDA’s cGMPs.
Consequently, failure to make a payment required by the indentures governing the senior notes, among other things, may lead to an event of default under the senior credit facility.
Failure to make a payment required by the indentures governing the senior notes may lead to an event of default under the indentures governing the senior notes and any outstanding balance under the revolving credit facility.
Of those, we had long-term contracts with 26 manufacturers that produced items that accounted for approximately 72.0% of our gross revenues for 2024, compared to 25 manufacturers with long-term contracts that produced approximately 69.8% of gross revenues in 2023.
Of those, we had long-term contracts with 16 manufacturers that produced items that accounted for approximately 58% of gross sales for 2025, compared to 26 manufacturers with long-term contracts that accounted for approximately 72% of gross sales in 2024.
The Company's future performance and growth depends on our ability to successfully develop and introduce new products and product line extensions. The successful development and introduction of new products involves substantial research, development, marketing and promotional expenditures, which the Company may not be able to recover if the new products do not gain widespread market acceptance.
The successful development and introduction of new products involves substantial research, development, marketing and promotional expenditures, which the Company may not be able to recover if the new products do not gain widespread market acceptance.
In addition, our and our suppliers’ operations are subject to the oversight of the Occupational Safety and Health Administration and some suppliers by the National Labor Relations Board. Our activities are also regulated by various agencies of the states, localities and foreign countries in which our products and their constituent materials and components are manufactured and sold.
Our activities are also regulated by various agencies of the states, localities and foreign countries in which our products and their constituent materials and components are manufactured and sold.
At March 31, 2024, we had $171.0 million of borrowing capacity available under our revolving credit facility to support our operating activities. Our capital structure and ability to engage in strategic transactions is limited in significant respects by the restrictive covenants in our senior credit facility and the indentures governing our senior notes.
Our capital structure and ability to engage in strategic transactions is limited in significant respects by the restrictive covenants in our revolving credit facility and the indentures governing our senior notes.
Certain of the Company's manufacturers are currently having, and have had in the past, difficulty meeting demand, which is and has caused shortages of our products, particularly eye care products. These shortages have negatively impacted our results of operations in the fourth quarter of fiscal 2024, and we expect further shortages may have a negative impact on our sales.
Certain of the Company's manufacturers are currently having, and have had in the past, difficulty meeting demand, which is and has caused shortages of our products, particularly eye care products.
Whether or not successful, product liability claims could result in negative publicity that could adversely affect the reputation of our brands and our sales and financial condition. Additionally, we may be required to pay for losses or injuries purportedly caused by our products, which could negatively impact our financial condition.
Whether or not successful, product liability claims could result in negative publicity that could adversely affect the reputation of our brands and our sales and financial condition.
Additionally, the pursuit of acquisitions and divestitures could also divert management's attention from our business operations and result in a delay in our efforts to achieve our strategic objectives. If new products and product line extensions do not gain widespread customer acceptance or are otherwise discontinued, our financial performance could be impacted.
Additionally, the pursuit of acquisitions and divestitures could also divert management's attention from our business operations and result in a delay in our efforts to achieve our strategic objectives.
These restrictions limit our ability to, among other things: Borrow money or issue guarantees; Pay dividends, repurchase stock from, or make other restricted payments to, stockholders; Make investments or acquisitions; Use assets as security in other transactions; 22 Sell assets or merge with or into other companies; Enter into transactions with affiliates; Sell stock in our subsidiaries; and Limits our subsidiaries' ability to pay dividends or make other payments to us.
These restrictions limit our ability to, among other things: Borrow money or issue guarantees; Pay dividends, repurchase stock from, or make other restricted payments to, stockholders; Make investments or acquisitions; Use assets as security in other transactions; Sell assets or merge with or into other companies; Enter into transactions with affiliates; 22 Sell stock in our subsidiaries; and Our ability to engage in these types of transactions is generally limited by the terms of the revolving credit facility and the indentures governing the senior notes, even if we believe that a specific transaction would positively contribute to our future growth, operating results or profitability.
We are subject to increasing focus on Environmental, Social and Governance (“ESG”) issues, including those related to climate change.
We are subject to increasing focus on Environmental and Sustainability issues.
We could also be required for a variety of reasons to initiate product recalls, which we have done on several occasions. Any product recalls could have a material adverse effect on our business, financial condition and results of operations.
Additionally, we may be required to pay for losses or injuries purportedly caused by our products, which could negatively impact our financial condition. 16 We could also be required for a variety of reasons to initiate product recalls, which we have done on several occasions.
In addition, several U.S. states have enacted data privacy laws applicable to entities serving or employing residents and other states are doing the same. We may not be able to comply with all of these evolving compliance and operational requirements and to do so may impose significant costs that are likely to increase over time.
In addition, it is important to note that many countries are following the EU in producing a broad omnibus law in relation to privacy protection. We may not be able to comply with all of these evolving compliance and operational requirements and to do so may impose significant costs that are likely to increase over time.
Following a halt in inspections during the early phases of COVID-19, the FDA has recently increased inspection activity globally, which has resulted in production delays and exacerbated supply chain issues. The health regulatory bodies of other countries have their own regulations and standards, which may impose additional requirements beyond the U.S. FDA cGMPs.
The FDA inspects our facilities and those of our third-party manufacturers periodically to determine if we and our third-party manufacturers are complying with cGMPs. 18 Following a halt in inspections during the early phases of COVID-19, the FDA has increased inspection activity globally, which has resulted in production delays and exacerbated supply chain issues.
This increased focus on sustainability may result in new laws, regulations and requirements that could cause disruptions in or increased costs associated with developing, manufacturing and distributing our products.
Land use, water use, carbon emissions, deforestation, recyclability or recoverability of packaging, plastic waste, ingredients and other sustainability concerns remain key topics with federal, state and local governments, non-governmental organizations, our customers, consumers and investors, which may result in new laws, regulations and requirements that could cause disruptions in or increased costs associated with developing, manufacturing and distributing our products.
In other instances, we have not been able to identify additional third-party manufacturers to supply us with sufficient quantities of the products for which we are currently experiencing shortages, and our own manufacturing facility is not currently able to produce these products.
In some cases, we have identified additional third-party manufacturing to supply us with quantities of the product for which we are experiencing shortages, but these additions may not manufacture product in time to fully supplement the long-term forecasted demand.
Removed
Competitive pricing may require us to reduce prices, which may result in lost revenue or a reduction of our profit margins.
Added
These shortages negatively impacted our results of operations in the fourth quarter of fiscal 2024 and fiscal 2025, and we expect further shortages may have a negative impact on our sales.
Removed
As climate change, land use, water use, deforestation, recyclability or recoverability of packaging, plastic waste, ingredients and other ESG and sustainability concerns become more prevalent, federal, state and local governments, non-governmental organizations and our customers, consumers and investors are increasingly focused on these issues.
Added
The introduction or expansion of store brand products that compete with our products at a lower price point has and could impact our sales and results of operations.
Removed
The scope of the laws that may be applicable to us is often uncertain and may be conflicting, particularly with 21 respect to foreign laws.
Added
If new products and product line extensions do not gain widespread customer acceptance or are otherwise discontinued, our financial performance could be impacted. 17 The Company's future performance and growth depends on our ability to successfully develop and introduce new products and product line extensions.
Removed
Risks Related to our Financing Our indebtedness could adversely affect our financial condition, and the significant amount of cash required to service our debt would not be available to reinvest in our business. At March 31, 2024, our total indebtedness, including current maturities, was approximately $1.1 billion.
Added
The health regulatory bodies of other countries have their own regulations and standards, which may impose additional requirements beyond the U.S. FDA cGMPs. In addition, our and our suppliers’ operations are subject to the oversight of the Occupational Safety and Health Administration and some suppliers by the National Labor Relations Board.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe realize that cybersecurity is not just the job of the IT security team; the Company and all employees play a critical role in managing the risk; Phishing and other exercises performed by our IT department periodically throughout the year to test our systems and reinforce the training provided to all personnel; A cybersecurity incident response plan managed by our VP of IT/CISO, which includes procedures for responding to cybersecurity incidents and is designed to protect and preserve the confidentiality, integrity and continued availability of information possessed by the Company; A third-party cybersecurity risk management process for service providers, suppliers, and vendors performed throughout the year.
Biggest changeWe realize that cybersecurity is not just the job of the IT security team; the Company and all employees play a critical role in managing the risk; Phishing and other exercises performed by our IT department periodically throughout the year to test our systems and reinforce the training provided to all personnel; A cybersecurity incident response plan managed by our VP of IT/CISO, which includes procedures for responding to cybersecurity incidents and is designed to protect and preserve the confidentiality, integrity and continued availability of information possessed by the Company; A third-party cybersecurity risk management process for service providers, suppliers and vendors performed throughout the year. 25 We have not identified any risks from known cybersecurity threats, including any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition.
Members of our executive leadership team, including our CFO, Senior Vice President and General Counsel, as well as the other members as needed, supervise efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which include briefings from internal security personnel, threat intelligence and other information obtained from governmental, public, or private sources, including external consultants engaged by us, alerts and reports produced by security tools deployed in the IT environment. 26
Members of our executive leadership team, including our CFO & COO and our Senior Vice President and General Counsel, as well as the other members as needed, supervise efforts to prevent, detect, mitigate and remediate cybersecurity risks and incidents through various means, which include briefings from internal security personnel, threat intelligence and other information obtained from governmental, public, or private sources, including external consultants engaged by us, alerts and reports produced by security tools deployed in the IT environment. 26
The Audit Committee meets with management at least annually, and as necessary, to review the Company’s IT security program, compliance and controls with the CFO and/or CISO, including the potential impact of data privacy risk exposures on the Company’s business, financial results, operations and reputation, the steps management has taken to monitor and mitigate such exposures, and major legislative and regulatory developments that could materially impact the Company’s data privacy risk exposure.
The Audit Committee meets with management at least annually, and as necessary, to review the Company’s IT security program, compliance and controls with the CFO & COO and/or CISO, including the potential impact of data privacy risk exposures on the Company’s business, financial results, operations and reputation, the steps management has taken to monitor and mitigate such exposures, and major legislative and regulatory developments that could materially impact the Company’s data privacy risk exposure.
Our VP of IT/CISO and CFO are responsible for assessing and managing our material risks from cybersecurity threats. The cyber security risk management team is led by our VP of IT/CISO, who has significant experience across digital innovation and technology-enabled growth, information security, infrastructure, operations and compliance.
Our VP of IT/CISO and CFO & COO are responsible for assessing and managing our material risks from cybersecurity threats. The cyber security risk management team is led by our VP of IT/CISO, who has significant experience across digital innovation and technology-enabled growth, information security, infrastructure, operations and compliance.
The VP of IT/CISO reports to the CFO, who regularly reports to the Board of Directors and Audit Committee regarding cybersecurity risks and our risk management program. The Audit Committee oversees management’s implementation of our cybersecurity risk management program, including reviewing risk assessments and policies with respect to the Company’s IT systems, privacy, information governance and cybersecurity management.
The VP of IT/CISO reports to the CFO & COO, who regularly reports to the Board of Directors and Audit Committee regarding cybersecurity risks and our risk management program. The Audit Committee oversees management’s implementation of our cybersecurity risk management program, including reviewing risk assessments and policies with respect to the Company’s IT systems, privacy, information governance and cybersecurity management.
Procedures include annual internal vulnerability scans and external penetration tests; 25 Regular cybersecurity awareness training for all employees to provide a better understanding of the issues and risks related to cybersecurity and data privacy.
Procedures include annual internal vulnerability scans and external penetration tests; Regular cybersecurity awareness training for all employees to provide a better understanding of the issues and risks related to cybersecurity and data privacy.
Our cybersecurity program also includes a comprehensive incident response plan ("IRP") to respond to security breaches and cyberattacks. In addition, our cybersecurity IRP is part of our overall Information Security Program, which is led by the Company’s Information Technology ("IT") Vice President ("VP") and Chief Information Security Officer ("CISO") and is overseen by the Company’s Chief Financial Officer ("CFO").
In addition, our cybersecurity IRP is part of our overall Information Security Program, which is led by the Company’s Information Technology ("IT") Vice President ("VP") and Chief Information Security Officer ("CISO") and is overseen by the Company’s Chief Financial Officer & Chief Operating Officer ("CFO & COO").
The team has primary responsibility for our overall cybersecurity risk management program and oversees both our internal cybersecurity personnel and our retained external cybersecurity consultants.
The team, which includes personnel with Certified Information Systems Security Professional ("CISSP") certification from the International Information System Security Certification Consortium, has primary responsibility for our overall cybersecurity risk management program and oversees both our internal cybersecurity personnel and our retained external cybersecurity consultants.
We design and assess our program based on the National Institute of Standards and Technology ("NIST") Cybersecurity Framework.
In accordance with the plan, material cybersecurity incidents are escalated to the Audit Committee of the Board of Directors. We design and assess our program based on the NIST Cybersecurity Framework.
Removed
We have not identified any risks from known cybersecurity threats, including any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition.
Added
Our cybersecurity program also includes a comprehensive incident response plan ("IRP") to respond to security breaches and cyberattacks.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThis property serves as our primary warehouse. The lease expires on September 30, 2024. We own an office and manufacturing facility in Lynchburg, Virginia. These properties are utilized by both our North American OTC Healthcare segment and our International OTC Healthcare segment.
Biggest changeThis property serves as our primary warehouse. The lease expires on February 28, 2030. We own an office and manufacturing facility in Lynchburg, Virginia. We also own and operate a manufacturing facility in Victoria, Australia. These properties are utilized by both our North American OTC Healthcare segment and our International OTC Healthcare segment.
ITEM 2. PROPERTIES We lease our corporate headquarters located in Tarrytown, New York. Primary functions performed at the Tarrytown facility include marketing, sales, operations, quality control, regulatory affairs, finance, information technology and legal. The lease expires on December 31, 2027. Our logistics provider, GEODIS Logistics LLC ("GEODIS"), has leased a warehouse on our behalf located in Clayton, Indiana.
ITEM 2. PROPERTIES We lease our corporate headquarters located in Tarrytown, New York. Primary functions performed at the Tarrytown facility include marketing, sales, operations, quality control, regulatory affairs, finance, information technology and legal. The lease expires on December 31, 2027. Our logistics provider, GEODIS Logistics LLC ("GEODIS"), leases a warehouse on our behalf in Clayton, Indiana.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeInformation required to be disclosed by this Item will be contained in the Company’s 2024 Proxy Statement under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance Under Equity Compensation Plans”, which information is incorporated herein by reference. 28 PERFORMANCE GRAPH The following graph (“Performance Graph”) compares our cumulative total stockholder return since March 31, 2019, with the cumulative total stockholder return for the Russell 2000 Index, Standard & Poor's SmallCap 600 Index and our peer group indexes.
Biggest changeAdditional information required to be disclosed by this Item will be contained in the Company’s 2025 Proxy Statement under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance Under Equity Compensation Plans”, which information is incorporated herein by reference.
(2) The Old Peer Group index is comprised of:(i) B&G Food Holdings Corp., (ii) Hain Celestial Group, Inc., (iii) Church & Dwight Co., Inc., (iv) Helen of Troy, Ltd., (v) Vista Outdoors, Inc., (vi) Tupperware Brands Corporation, (vii) Pacira BioSciences, Inc., (viii) Jazz Pharmaceuticals PLC, (ix) Edgewell Personal Care Company, (x) Energizer Holdings, Inc., (xi) Calavo Growers, Inc., (xii) Primo Water Corporation, (xiii) Lannet Co., (xiv) Usana Health Sciences, Inc., and (xv) Corcept Therapeutics Incorporated. 29 The Performance Graph shall not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report on Form 10-K into any filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such Acts. 30 ITEM 6.
(2) The Old Peer Group index is comprised of: (i) B&G Food Holdings Corp., (ii) Hain Celestial Group, Inc., (iii) Church & Dwight Co., Inc., (iv) Helen of Troy, Ltd., (v) Vista Outdoors, Inc., (vi) Tupperware Brands Corporation, (vii) Pacira BioSciences, Inc., (viii) Jazz Pharmaceuticals PLC, (ix) Edgewell Personal Care Company, (x) Energizer Holdings, Inc., (xi) Calavo Growers, Inc., (xii) Primo Water Corporation, (xiii) Hostess Brands, Inc., (xiv) Usana Health Sciences, Inc. and (xv) Corcept Therapeutics Incorporated. 29 The Performance Graph shall not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report on Form 10-K into any filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such Acts. 30 ITEM 6.
Instead, we anticipate that all of our earnings in the foreseeable future will be used in our operations, to facilitate strategic acquisitions, to repurchase our common stock, or to pay down our outstanding indebtedness.
Instead, we anticipate that all of our earnings in the foreseeable future will be used in our operations, to facilitate strategic acquisitions, to repurchase our common stock, or to pay down indebtedness.
The Company is included in each of the Standard & Poor's SmallCap 600 Index and the Russell 2000 Index. The Performance Graph assumes that the value of the investment in the Company’s common stock and each index was $100.00 on March 31, 2019.
The Company is included in each of the Standard & Poor's SmallCap 600 Index and the Russell 2000 Index. The Performance Graph assumes that the value of the investment in the Company’s common stock and each index was $100.00 on March 31, 2020.
Any future determination to pay dividends will be at the discretion of our Board of Directors and will depend, among other factors, on our results of operations, financial condition, capital requirements and contractual restrictions limiting our ability to declare and pay cash dividends, including restrictions under our 2012 Term Loan and the indentures governing our senior notes, and any other considerations our Board of Directors deems relevant.
Any future determination to pay dividends will be at the discretion of our Board of Directors and will depend on, among other factors, our results of operations, financial condition, capital requirements and contractual restrictions limiting our ability to declare and pay cash dividends, including restrictions under the indentures governing our senior notes and any other considerations our Board of Directors deems relevant.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is listed on The New York Stock Exchange (“NYSE”) under the symbol “PBH.” Holders As of May 10, 2024, there were 15 holders of record of our common stock.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is listed on The New York Stock Exchange (“NYSE”) under the symbol “PBH.” Holders As of April 28, 2025, there were 15 holders of record of our common stock.
Lannet Co., which was included in the Old Peer Group, was replaced in the New Peer Group as it ceased to be a relevant peer due to bankruptcy. Hostess Brands, Inc. was added as a replacement based on their similar financial profile.
Tupperware Brands Corporation and Hostess Brands, Inc., which were included in the Old Peer Group, were replaced in the New Peer Group as they ceased to be a relevant peer because Tupperware filed for bankruptcy and Hostess was acquired. Utz Brands, Inc. and Amphastar Pharmaceuticals, Inc. were added as replacements based on their similar financial profile.
March 31, Company/Market/Peer Group 2019 2020 2021 2022 2023 2024 Prestige Consumer Healthcare Inc. $ 100.00 $ 122.63 $ 147.37 $ 176.99 $ 209.36 $ 242.53 Russell 2000 Index 100.00 76.01 148.10 139.53 123.34 147.65 S&P SmallCap 600 Index 100.00 74.11 144.76 146.54 133.62 154.90 New Peer Group Index (1) 100.00 82.63 132.34 131.72 111.78 117.81 Old Peer Group Index (2) 100.00 82.57 132.53 129.41 107.96 111.74 (1) The New Peer Group index is comprised of: (i) B&G Food Holdings Corp., (ii) Hain Celestial Group, Inc., (iii) Church & Dwight Co., Inc., (iv) Helen of Troy, Ltd., (v) Vista Outdoors, Inc., (vi) Tupperware Brands Corporation, (vii) Pacira BioSciences, Inc., (viii) Jazz Pharmaceuticals PLC, (ix) Edgewell Personal Care Company, (x) Energizer Holdings, Inc., (xi) Calavo Growers, Inc., (xii) Primo Water Corporation, (xiii) Hostess Brands, Inc., (xiv) Usana Health Sciences, Inc., and (xv) Corcept Therapeutics Incorporated.
March 31, Company/Market/Peer Group 2020 2021 2022 2023 2024 2025 Prestige Consumer Healthcare Inc. $ 100.00 $ 120.17 $ 144.33 $ 170.73 $ 197.77 $ 234.29 Russell 2000 Index 100.00 194.85 183.57 162.27 194.25 186.46 S&P SmallCap 600 Index 100.00 195.33 197.73 180.30 209.02 201.95 New Peer Group Index (1) 100.00 157.80 154.26 132.60 138.58 164.93 Old Peer Group Index (2) 100.00 160.17 159.41 135.29 142.59 175.60 (1) The New Peer Group index is comprised of: (i) B&G Food Holdings Corp., (ii) Hain Celestial Group, Inc., (iii) Church & Dwight Co., Inc., (iv) Helen of Troy, Ltd., (v) Vista Outdoors, Inc., (vi) Utz Brands, Inc. , (vii) Pacira BioSciences, Inc., (viii) Jazz Pharmaceuticals PLC, (ix) Edgewell Personal Care Company, (x) Energizer Holdings, Inc., (xi) Calavo Growers, Inc., (xii) Primo Water Corporation, (xiii) Amphastar Pharmaceuticals, Inc., (xiv) Usana Health Sciences, Inc. and (xv) Corcept Therapeutics Incorporated.
Added
Issuer Purchases of Equity Securities Period Total Number of Shares Purchased (a) Average Price Paid per Share Total Number of 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 January 1 to January 31, 2025 38,216 $ 74.43 38,216 $ 256,959 February 1 to February 28, 2025 33,783 $ 85.40 33,783 $ 254,074 March 1 to March 31, 2025 65,725 $ 84.94 65,725 $ 248,491 Total 137,724 137,724 (a) These repurchases were made pursuant to our share repurchase program, which was announced in May 2024 and permits the repurchase of up to $300.0 million of our common stock. 28 PERFORMANCE GRAPH The following graph (“Performance Graph”) compares our cumulative total stockholder return since March 31, 2020, with the cumulative total stockholder return for the Russell 2000 Index, Standard & Poor's SmallCap 600 Index and our peer group indexes.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeSpecifically, we must: Have a leverage ratio of less than 6.50 to 1.0 for the quarter ended March 31, 2024 and going forward (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 March 31, 2024 and going forward (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 (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).
Biggest changeSpecifically, we must: Have a fixed charge ratio of greater than 1.0 to 1.0 (defined as, with certain adjustments, the ratio of our consolidated EBITDA minus capital expenditures to our trailing twelve months consolidated interest paid, taxes paid and other specified payments). Our fixed charge requirement remains level throughout the term of the agreement.
In performing the discounted cash flow analysis, management considers current information and assumptions regarding future sales, gross margins, and advertising and marketing expenses, and the discount rate utilized in the analysis, as well as future cash flows, may be influenced by such factors as changes in interest rates and rates of inflation.
In performing the discounted cash flow analysis, management considers current information and assumptions regarding future sales, gross margins and advertising and marketing expenses; the discount rate utilized in the analysis, as well as future cash flows, may be influenced by such factors as changes in interest rates and rates of inflation.
Additionally, a 50-basis point decrease in the terminal growth rate used for each reporting unit would not have resulted in any of our reporting units' fair value being less than their carrying value. 35 Indefinite-Lived Intangible Assets Indefinite-lived intangibles are tested for impairment annually and whenever events and circumstances indicate that impairment may have occurred.
Additionally, a 50-basis point decrease in the terminal growth rate used for each reporting unit would not have resulted in any of our reporting units' fair value being less than their carrying value. Indefinite-Lived Intangible Assets Indefinite-lived intangibles are tested for impairment annually and whenever events and circumstances indicate that impairment may have occurred.
Information utilized in the determination of fair value includes the following: Type of instrument (i.e., restricted shares, stock options, warrants or performance shares); Strike price of the instrument; Market price of our common stock on the date of grant; Discount rates; Duration of the instrument; and Volatility of our common stock in the public market.
Information utilized in the determination of fair value includes the following: Type of instrument (i.e., restricted shares, stock options or performance shares); Strike price of the instrument; Market price of our common stock on the date of grant; Discount rates; Duration of the instrument; and Volatility of our common stock in the public market.
The $19.2 million increase in net cash provided by operating activities was due to decreased working capital and an increase in net income before non-cash items. 40 Investing Activities Net cash used in investing activities was $20.1 million for 2024 compared to $11.6 million for 2023.
The $19.2 million increase in net cash provided by operating activities was due to decreased working capital and an increase in net income before non-cash items. Investing Activities Net cash used in investing activities was $20.1 million for 2024 compared to $11.6 million for 2023.
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. 32 Critical Accounting Estimates Our significant accounting policies are described in the notes to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.
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. 31 Critical Accounting Estimates Our significant accounting policies are described in the notes to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.
They are also subject to an annual impairment test or more frequently if events or changes in circumstances indicate that the asset may be impaired. Additionally, at each reporting period 34 an evaluation must be made to determine whether events and circumstances continue to support an indefinite useful life.
They are also subject to an annual impairment test or more frequently if events or changes in circumstances indicate that the asset may be impaired. Additionally, at each reporting period 33 an evaluation must be made to determine whether events and circumstances continue to support an indefinite useful life.
At February 28, 2023, in conjunction with the annual test for goodwill impairment, which coincides with our annual strategic planning process, we recorded an impairment charge of $48.8 million to adjust the carrying amount of goodwill related to our North American Women's Health and North American Oral Care reporting units.
At February 28, 2023, in conjunction with the annual test for goodwill impairment, which coincided with our annual strategic planning process, we recorded an impairment charge of $48.8 million to adjust the carrying amount of goodwill related to our North American Women's Health and North American Oral Care reporting units.
In addition, we assume that the average balance outstanding for the last month of fiscal 2024 remains the same for the remaining term of the agreement. The actual balance outstanding may fluctuate significantly in future periods, depending on the availability of cash flow from operations and future investing and financing considerations.
In addition, we assume that the average balance outstanding for the last month of fiscal 2025 remains the same for the remaining term of the agreement. The actual balance outstanding may fluctuate significantly in future periods, depending on the availability of cash flow from operations and future investing and financing considerations.
While certain of these brands have long histories of brand development and investment, we believe that, at the time we acquired them, many were considered “non-core” by their previous owners.
While certain of these brands have long histories of brand development and investment, we believe that, at the time we acquired them, many were considered “non-strategic” by their previous owners.
The impairment charges were the result of our reassessment of the long-term sales projections for the associated non-core brands during our annual planning cycle, the largest of which pertains to the strategic exit of our DenTek private label business. The finite-lived trademarks impaired are all part of the North American OTC Healthcare segment.
The impairment charges were the result of our reassessment of the long-term sales projections for the associated non-strategic brands during our annual planning cycle, the largest of which pertained to the strategic exit of our DenTek private label business. The finite-lived trademarks impaired are all part of the North American OTC Healthcare segment.
On April 4, 2023, we entered into Amendment No. 8 ("ABL 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 December 8, 2023, we entered into Amendment No. 9 ("ABL Amendment No. 9") to the 2012 ABL Revolver.
ABL Amendment No. 8 provides for the replacement of LIBOR with SOFR as our reference rate for the 2012 ABL Revolver. On December 8, 2023, we entered into Amendment No. 9 ("ABL Amendment No. 9") to the 2012 ABL Revolver.
Recent Accounting Pronouncements A description of recently issued and adopted accounting pronouncements is included in the notes to the Consolidated Financial Statements in Item 8, Note 1 of this Annual Report. 37 Results of Operations 2024 compared to 2023 Total Segment Revenues The following table represents total revenue by segment, including product groups, for each of the fiscal years ended March 31, 2024 and 2023.
Recent Accounting Pronouncements A description of recently issued and adopted accounting pronouncements is included in the notes to the Consolidated Financial Statements in Item 8, Note 1 of this Annual Report. 36 Results of Operations 2025 compared to 2024 Total Segment Revenues The following table represents total revenue by segment, including product groups, for each of the fiscal years ended March 31, 2025 and 2024.
The following table represents our contribution margin and contribution margin as a percentage of total segment revenues, by segment for each of the fiscal years ended March 31, 2024 and 2023.
The following table represents our contribution margin and contribution margin as a percentage of total segment revenues, by segment for each of the fiscal years ended March 31, 2025 and 2024.
In subsequent years, we have utilized portions of our accordion feature to increase the amount of our borrowing capacity under the 2012 ABL Revolver to the current amount of $200.0 million and reduced our borrowing rate on the 2012 ABL Revolver. We have also amended the 2012 Term Loan several times.
In subsequent years, we have utilized portions of our accordion feature to increase the amount of our borrowing capacity under the 2012 ABL Revolver to the current amount of $200.0 million, reduced our borrowing rate on the 2012 ABL Revolver and made several other changes to the 2012 ABL Revolver. We have also amended the 2012 Term Loan several times.
Under Term Loan Amendment No. 6, we are required to make quarterly payments each equal to 0.25% of the aggregate principal amount of the 2012 Term Loan.
Under Term Loan Amendment No. 6, we were required to make quarterly payments each equal to 0.25% of the aggregate principal amount of the 2012 Term Loan.
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, although no assurance can be given in this regard. See "Economic Environment" above.
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, although no assurance can be given in this regard.
Certain of our third-party manufacturers are currently having, and have had in the past, difficulty meeting demand, which is and has caused shortages of our products, particularly eye care products. These shortages have negatively impacted our results of operations in the fourth quarter of fiscal 2024, and we expect further shortages may have a negative impact on our sales.
Certain of our third-party manufacturers are currently having, and have had in the past, difficulty meeting demand, which is and has caused shortages of our products, particularly eye care products. These shortages negatively impacted our results of operations, and we expect further shortages may have a negative impact on our sales.
In addition, we considered our market capitalization at February 29, 2024, as compared to the aggregate fair values of our reporting units, to assess the reasonableness of our estimates pursuant to the discounted cash flow methodology. An impairment charge is then recognized for the amount by which the carrying amount exceeds the reporting unit's fair value.
In addition, we considered our market capitalization at February 28, 2025, as compared to the aggregate fair values of our reporting units, to assess the reasonableness of our estimates pursuant to the discounted cash flow methodology. An impairment charge is then recognized for the amount by which the carrying amount exceeds the reporting unit's fair value.
(the “Borrower") entered into a senior secured credit facility, which originally consisted of (i) the $660.0 million 2012 Term Loan with a 7-year maturity and (ii) the $50.0 million 2012 ABL Revolver with a 5-year maturity.
(the “Borrower") entered into a senior secured credit facility, which originally consisted of (i) a $660.0 million term loan with a 7-year maturity (the "2012 Term Loan") and (ii) a $50.0 million asset-based revolving line of credit with a 5-year maturity (the "2012 ABL Revolver").
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 global supply chain constraints, inflation, global conflicts and instability, and the potential for further outbreaks of severe illnesses.
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 further global supply chain constraints, inflation, tariffs, global conflicts and trade actions/disputes and the potential for further outbreaks of severe illnesses.
Goodwill Goodwill is tested for impairment annually and whenever events and circumstances indicate that impairment may have occurred. As of February 29, 2024 (our annual impairment review date), we had 13 reporting units with goodwill.
Goodwill Goodwill is tested for impairment annually and whenever events and circumstances indicate that impairment may have occurred. As of February 28, 2025 (our annual impairment review date), we had 13 reporting units with goodwill.
We performed a sensitivity analysis of our weighted average cost of capital, and we determined that a 50-basis point increase in the weighted average cost of capital used to value all of our indefinite-lived intangible assets would have resulted in an impairment charge of $3.2 million.
We performed a sensitivity analysis of our weighted average cost of capital, and we determined that a 50-basis point increase in the weighted average cost of capital used to value all of our indefinite-lived intangible assets would have resulted in an additional impairment charge of $1.4 million.
This change was primarily due to an increase in net debt repayments of $90.0 million, 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 proceeds from the exercise of stock options of $10.7 million. 2023 compared to 2022 Operating Activities Net cash provided by operating activities was $229.7 million for 2023 compared to $259.9 million for 2022.
The decrease of $58.9 million was primarily due to a decrease in debt repayments of $90.0 million, partly offset by an increase in the repurchase of shares of our common stock in conjunction with our share repurchase program of $26.5 million and a decrease in proceeds from the exercise of stock options of $3.3 million. 2024 compared to 2023 Operating Activities Net cash provided by operating activities was $248.9 million for 2024 compared to $229.7 million for 2023.
We 31 have continued to see changes in the purchasing patterns of our end customers, 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.
We have continued to see changes in the purchasing patterns of our end customers, including a shift in many markets to purchasing our products online, and could see changes in retailer purchasing patterns due to the uncertain economic environment. The volatile environment has impacted the supply of labor and raw materials and exacerbated rising input costs.
Interest Expense, Net Interest expense, net was $67.2 million during 2024 versus $69.2 million during 2023. The average cost of borrowing increased to 5.4% for 2024 from 4.8% for 2023. The average indebtedness decreased to $1.3 billion during 2024 from $1.5 billion in 2023.
Interest Expense, Net Interest expense, net was $47.6 million during 2025 versus $67.2 million during 2024. The average cost of borrowing decreased to 4.7% for 2025 from 5.4% for 2024. The average indebtedness decreased to $1.1 billion during 2025 from $1.3 billion in 2024.
International OTC Healthcare Segment Contribution margin for the International OTC Healthcare segment increased $1.5 million, or 2.1%, during 2024 versus 2023. As a percentage of International OTC Healthcare revenues, contribution margin for the International OTC Healthcare segment decreased to 44.1% during 2024 from 46.9% during 2023.
International OTC Healthcare Segment Contribution margin for the International OTC Healthcare segment increased $3.3 million, or 4.5%, during 2025 versus 2024. As a percentage of International OTC Healthcare revenues, contribution margin for the International OTC Healthcare segment decreased to 43.3% during 2025 from 44.1% during 2024.
Our analysis at February 28, 2023 concluded that the fair value of several of our non-core finite-lived intangible assets did not exceed their carrying values, and as such, impairment charges of $22.7 million were recorded.
The impairment charge is measured as the excess of the carrying amount of the intangible asset over its fair value. 35 Our analysis at February 28, 2023 concluded that the fair value of several of our non-strategic finite-lived intangible assets did not exceed their carrying values, and as such, impairment charges of $22.7 million were recorded.
We estimate our future obligations for interest on our variable rate debt by assuming the weighted average interest rates in effect on each variable rate debt obligation at March 31, 2024 remain constant into the future. This is an estimate, as actual rates will vary over time.
We estimate our future obligations for interest on our variable rate debt, made up of interest on the unused portion of our ABL, by assuming the weighted average interest rate in effect on the variable rate debt obligation at March 31, 2025 remains constant into the future. This is an estimate, as actual rates will vary over time.
The $30.2 million decrease in net cash provided by operating activities was 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 $11.6 million for 2023 compared $256.5 million for 2022.
The $2.6 million increase in net cash provided by operating activities was due to an increase in net income before non-cash items, partly offset by increased working capital. Investing Activities Net cash used in investing activities was $17.5 million for 2025 compared to $20.1 million for 2024.
As a percentage of International OTC Healthcare revenues, gross profit decreased to 57.2% during 2024 from 60.6% during 2023, 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.
As a percentage of International OTC Healthcare revenues, gross profit increased to 58.1% during 2025 from 57.2% during 2024, primarily due to an increase in revenue and product mix. Contribution Margin Contribution margin is our segment measure of profitability. It is defined as gross profit less advertising and marketing expenses.
As a percentage of North American OTC Healthcare revenues, contribution margin for the North American OTC Healthcare segment decreased to 41.5% during 2024 from 41.9% during 2023. The contribution margin decrease as a percentage of revenues was primarily due to an increase in advertising and marketing spend in 2024.
As a percentage of North American OTC Healthcare revenues, contribution margin for the North American OTC Healthcare segment increased to 41.8% during 2025 from 41.5% during 2024. The contribution margin increase as a percentage of revenues was primarily due to the increase in gross profit margin noted above and decreased advertising and marketing spend in North America during 2025.
Stock-Based Compensation The Compensation and Equity topic of the FASB ASC 718 requires us to measure the cost of services to be rendered based on the grant-date fair value of the equity award.
The impairments were predominantly associated with our North American OTC Healthcare segment. Stock-Based Compensation The Compensation and Equity topic of the FASB ASC 718 requires us to measure the cost of services to be rendered based on the grant-date fair value of the equity award.
At February 29, 2024, in conjunction with the annual test for impairment of intangible assets, the estimated fair value exceeded the carrying value for all indefinite-lived intangible assets and accordingly, no impairment charge was taken.
At February 29, 2024, in conjunction with the annual test for impairment of intangible assets, the estimated fair value exceeded the carrying value for all indefinite-lived intangible assets and accordingly, no impairment charge was taken. As part of our annual impairment test conducted on February 28, 2025, we recognized impairment charges totaling $6.6 million.
Commitments As of March 31, 2024, we had ongoing commitments under various contractual and commercial obligations as follows: 43 Payments Due by Period (In millions) Less than 1 to 3 4 to 5 After 5 Contractual Obligations Total 1 Year Years Years Years Long-term debt $ 1,135.0 $ $ $ 535.0 $ 600.0 Interest on long-term debt (1) 283.8 54.6 108.2 76.0 45.0 Purchase obligations: Inventory costs (2) 276.2 257.7 11.9 6.6 Other costs (3) 38.3 26.9 7.6 3.6 0.2 Operating leases 12.2 4.6 4.3 1.9 1.4 Finance leases 1.7 1.5 0.2 Total contractual cash obligations (4) $ 1,747.2 $ 345.3 $ 132.2 $ 623.1 $ 646.6 (1) Represents the estimated interest obligations on the outstanding balances at March 31, 2024 of the 2021 Senior Notes, 2019 Senior Notes, Term B-5 Loans, and 2012 ABL Revolver, assuming scheduled principal payments (based on the terms of the loan agreements).
Commitments As of March 31, 2025, we had ongoing commitments under various contractual and commercial obligations as follows: Payments Due by Period (In millions) Less than 1 to 3 4 to 5 After 5 Contractual Obligations Total 1 Year Years Years Years Long-term debt $ 1,000.0 $ $ 400.0 $ $ 600.0 Interest on long-term debt (1) 195.7 43.7 84.0 45.5 22.5 Purchase obligations: Inventory costs (2) 191.5 182.5 7.4 1.6 Other costs (3) 38.7 29.7 5.4 3.4 0.2 Operating leases 28.8 5.9 11.9 10.0 1.0 Finance leases 23.1 2.5 5.5 5.7 9.4 Total contractual cash obligations (4) $ 1,477.8 $ 264.3 $ 514.2 $ 66.2 $ 633.1 (1) Represents the estimated interest obligations on the outstanding balances at March 31, 2025 of the 2021 Senior Notes, 2019 Senior Notes and 2012 ABL Revolver, assuming scheduled principal payments (based on the terms of the loan agreements).
Our fixed charge requirement remains level throughout the term of the agreement. At March 31, 2024, we were in compliance with the applicable financial and restrictive covenants under the credit agreement governing the 2012 Term Loan and the 2012 ABL Revolver and the indentures governing the 2021 Senior Notes and the 2019 Senior Notes.
At March 31, 2025, we were in compliance with the applicable financial and restrictive covenants under the credit agreement governing the 2012 ABL Revolver and the indentures governing the 2021 Senior Notes and the 2019 Senior Notes.
Term Loan Amendment No. 7 provides for the replacement of LIBOR with Secured Overnight Financing Rate ("SOFR") as our reference rate for the 2012 Term Loan. On December 11, 2019, we entered into Amendment No. 7 ("ABL Amendment No. 7") to the 2012 ABL Revolver.
Term Loan Amendment No. 7 provided for the replacement of LIBOR with SOFR as our reference rate for the 2012 Term Loan. On April 4, 2023, we entered into Amendment No. 8 ("ABL Amendment No. 8") to the 2012 ABL Revolver.
The $13.1 million increase was mainly attributable to an increase in sales in the Women's Health, Eye & Ear Care and Analgesics categories. 38 Gross Profit The following table represents our gross profit and gross profit as a percentage of total segment revenues, by segment for each of the fiscal years ended March 31, 2024 and 2023.
The $10.7 million increase was mainly attributable to an increase in sales in the Gastrointestinal and Dermatologicals categories, partly offset by a decrease in sales in the Women's Health and Cough & Cold categories. 37 Gross Profit The following table represents our gross profit and gross profit as a percentage of total segment revenues, by segment for each of the fiscal years ended March 31, 2025 and 2024.
Bank National Association, as trustee. We used the net proceeds from the 2021 Senior Notes to redeem all $600.0 million of our then-outstanding 2016 Senior Notes, which were due in 2024, and to pay related fees and expenses. Interest, Redemptions and Restrictions: For the year ended March 31, 2024, the average interest rate on the 2012 Term Loan was 7.3%.
Bank National Association, as trustee. We used the net proceeds from the 2021 Senior Notes to redeem all $600.0 million of our then-outstanding 2016 senior notes issued on February 19, 2016 and March 21, 2018, which were due in 2024, and to pay related fees and expenses.
Year Ended March 31, $ Change (In thousands) 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 Net cash provided by (used in): Operating activities $ 248,926 $ 229,716 $ 259,922 $ 19,210 $ (30,206) Investing activities (20,111) (11,584) (256,511) (8,527) 244,927 Financing activities (241,015) (185,846) (7,569) (55,169) (178,277) Effects of exchange rate changes on cash and cash equivalents 180 (982) (959) 1,162 (23) Net change in cash and cash equivalents $ (12,020) $ 31,304 $ (5,117) $ (43,324) $ 36,421 2024 compared to 2023 Operating Activities Net cash provided by operating activities was $248.9 million for 2024 compared to $229.7 million for 2023.
Year Ended March 31, $ Change (In thousands) 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 Net cash provided by (used in): Operating activities $ 251,515 $ 248,926 $ 229,716 $ 2,589 $ 19,210 Investing activities (17,452) (20,111) (11,584) 2,659 (8,527) Financing activities (182,075) (241,015) (185,846) 58,940 (55,169) Effects of exchange rate changes on cash and cash equivalents (573) 180 (982) (753) 1,162 Net change in cash and cash equivalents $ 51,415 $ (12,020) $ 31,304 $ 63,435 $ (43,324) 2025 compared to 2024 Operating Activities Net cash provided by operating activities was $251.5 million for 2025 compared to $248.9 million for 2024.
Goodwill and Intangible Assets At March 31, 2024 and 2023, goodwill and intangible assets were apportioned among similar product groups within our operating segments as follows: March 31, 2024 (In thousands) North American OTC Healthcare International OTC Healthcare Consolidated Goodwill $ 498,936 $ 28,797 $ 527,733 Intangible assets Indefinite-lived 2,092,853 74,309 2,167,162 Finite-lived 135,932 17,489 153,421 Intangible assets, net 2,228,785 91,798 2,320,583 Total $ 2,727,721 $ 120,595 $ 2,848,316 33 March 31, 2023 (In thousands) North American OTC Healthcare International OTC Healthcare Consolidated Goodwill $ 498,936 $ 28,617 $ 527,553 Intangible assets Indefinite-lived 2,092,852 76,050 2,168,902 Finite-lived 154,552 18,439 172,991 Intangible assets, net 2,247,404 94,489 2,341,893 Total $ 2,746,340 $ 123,106 $ 2,869,446 At March 31, 2024, the brands with the highest carrying value were Monistat, BC/Goody's, Summer's Eve, TheraTears and Fleet , comprising 58.0% of our total intangible assets value.
Goodwill and Intangible Assets At March 31, 2025 and 2024, goodwill and intangible assets were apportioned among similar product groups within our operating segments as follows: March 31, 2025 (In thousands) North American OTC Healthcare International OTC Healthcare Consolidated Goodwill $ 498,936 $ 28,489 $ 527,425 Intangible assets Indefinite-lived 2,068,752 68,234 2,136,986 Finite-lived 141,234 17,130 158,364 Intangible assets, net 2,209,986 85,364 2,295,350 Total $ 2,708,922 $ 113,853 $ 2,822,775 32 March 31, 2024 (In thousands) North American OTC Healthcare International OTC Healthcare Consolidated Goodwill $ 498,936 $ 28,797 $ 527,733 Intangible assets Indefinite-lived 2,092,853 74,309 2,167,162 Finite-lived 135,932 17,489 153,421 Intangible assets, net 2,228,785 91,798 2,320,583 Total $ 2,727,721 $ 120,595 $ 2,848,316 At March 31, 2025, the brands with the highest carrying value were Monistat, BC/Goody's, Summer's Eve, TheraTears and Fleet , comprising 58.6% of our total intangible assets value.
The $15.5 million decrease was primarily attributable to a decrease in sales in the Women's Health, Cough & Cold, and Analgesics categories, partly offset by an increase in sales in the Eye & Ear Care, Gastrointestinal, and Dermatologicals categories. International OTC Healthcare Segment Revenues for the International OTC Healthcare segment increased $13.1 million, or 8.5%, during 2024 versus 2023.
North American OTC Healthcare Segment Revenues for the North American OTC Healthcare segment increased $1.8 million, or 0.2%, during 2025 versus 2024. The $1.8 million increase was primarily attributable to an increase in sales in the Gastrointestinal category, partly offset by a decrease in sales in the Cough & Cold category.
Inflation Inflationary factors such as increases in the costs of raw materials, packaging materials, purchased product, labor costs, transportation costs and overhead may adversely affect our operating results and financial condition.
We do not have any off-balance sheet arrangements or financing activities with special-purpose entities. 42 Inflation Inflationary factors such as increases in the costs of raw materials, packaging materials, purchased product, labor costs, transportation costs, tariffs and overhead may adversely affect our operating results and financial condition.
The impairment charges were primarily a result of increased discount rates due to macroeconomic conditions. At February 29, 2024, in conjunction with the annual test for goodwill impairment, which coincides with our annual strategic planning process, the estimated fair value exceeded the carrying value for all reporting units and accordingly, no impairment charge was taken.
At February 29, 2024 and February 28, 2025, in conjunction with the annual tests for goodwill impairment, which coincided with our annual strategic planning process, the estimated fair value exceeded the carrying value for all reporting units and accordingly, no impairment charge was taken in either period.
Our analysis at February 29, 2024 determined that all reporting units had a fair value that exceeded their carrying value by at least 10%, with the exception of the North American Women's Health reporting unit.
Our analysis at February 28, 2025 determined that all reporting units had a fair value that exceeded their carrying value by at least 10%.
As a percentage of total revenues, gross profit increased to 55.5% in 2024 from 55.4% in 2023, primarily due to product mix and pricing actions, partly offset by increased supply chain costs. North American OTC Healthcare Segment Gross profit for the North American OTC Healthcare segment decreased $3.0 million, or 0.6%, during 2024 versus 2023.
As a percentage of total revenues, gross profit increased to 55.8% in 2025 from 55.5% in 2024, primarily due to an increase in revenue and a decrease in freight costs in our North American OTC Healthcare segment. North American OTC Healthcare Segment Gross profit for the North American OTC Healthcare segment increased $2.2 million, or 0.4%, during 2025 versus 2024.
We performed a sensitivity analysis on our weighted average cost of capital, and we determined that a 50-basis point increase in the weighted average cost of capital would have resulted in an impairment charge of $9.1 million.
We performed a sensitivity analysis on our weighted average cost of capital, and we determined that a 50-basis point increase in the weighted average cost of capital would not have resulted in any of our reporting units' fair value being less than their carrying value.
(In thousands) Increase (Decrease) Gross Profit 2024 % 2023 % Amount % North American OTC Healthcare $ 528,899 55.2 $ 531,930 54.6 $ (3,031) (0.6) International OTC Healthcare 95,549 57.2 93,364 60.6 2,185 2.3 $ 624,448 55.5 $ 625,294 55.4 $ (846) (0.1) Gross profit for 2024 decreased $0.8 million, or 0.1%, versus 2023.
(In thousands) Increase (Decrease) Gross Profit 2025 % 2024 % Amount % North American OTC Healthcare $ 531,139 55.3 $ 528,899 55.2 $ 2,240 0.4 International OTC Healthcare 103,324 58.1 95,549 57.2 7,775 8.1 $ 634,463 55.8 $ 624,448 55.5 $ 10,015 1.6 Gross profit for 2025 increased $10.0 million, or 1.6%, versus 2024.
Additionally, a 50-basis point decrease in the terminal growth rate used for each of our indefinite-lived intangible assets would not have resulted in any of our indefinite-lived intangible assets' fair values being less than their carrying values.
Additionally, a 50-basis point decrease in the terminal growth rate used for each of our indefinite-lived intangible assets would have resulted in an additional impairment charge of $1.9 million.
The 2012 Term Loan is unconditionally guaranteed by Prestige Consumer Healthcare Inc. and certain of its domestic 100% owned subsidiaries, other than the Borrower. Each of these guarantees is joint and several.
The 2012 Term Loan is unconditionally guaranteed by Prestige Consumer Healthcare Inc. and certain of its domestic wholly-owned subsidiaries, other than the Borrower. Each of these guarantees is joint and several. There are no significant restrictions on the ability of any of the guarantors to obtain funds from their subsidiaries or to make payments to the Borrower or the Company.
As a percentage of North American OTC Healthcare revenues, gross profit increased to 55.2% during 2024 from 54.6% during 2023, primarily due to product mix and pricing actions, partly offset by increased supply chain costs. International OTC Healthcare Segment Gross profit for the International OTC Healthcare segment increased $2.2 million, or 2.3%, during 2024 versus 2023.
As a percentage of North American OTC Healthcare revenues, gross profit increased to 55.3% during 2025 from 55.2% during 2024. International OTC Healthcare Segment Gross profit for the International OTC Healthcare segment increased $7.8 million, or 8.1%, during 2025 versus 2024.
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 over the next twelve months, with a combination of funds generated from operations and borrowings.
We have financed our operations, and expect to continue to finance our operations over the next twelve months, with a combination of funds generated from operations and borrowings. Our principal uses of cash are for operating expenses, debt service, capital expenditures, share repurchases and acquisitions.
Subject to certain limitations, in the event of a change of control (as defined in the indenture governing the 2021 Senior Notes), the Borrower will be required to make an offer to purchase the 2021 Senior Notes at a price equal to 101% of the aggregate principal amount of the notes repurchased, plus accrued and unpaid interest, if any, to the date of repurchase. 42 The credit agreement governing the 2012 Term Loan and the 2012 ABL Revolver and the indentures governing the 2021 Senior Notes and the 2019 Senior Notes contain provisions that restrict us from undertaking specified corporate actions, such as asset dispositions, acquisitions, dividend payments, repurchases of common shares outstanding, changes of control, incurrences of indebtedness, issuance of equity, creation of liens, making of loans and transactions with affiliates.
The credit agreement governing the 2012 ABL Revolver and the indentures governing the 2021 Senior Notes and the 2019 Senior Notes contain provisions that restrict us from undertaking specified corporate actions, such as asset dispositions, acquisitions, dividend payments, repurchases of common shares outstanding, changes of control, incurrences of indebtedness, issuance of equity, creation of liens, making of loans and transactions with affiliates.
(4) We have excluded obligations related to uncertain tax positions because we cannot reasonably estimate when they will occur. We do not have any off-balance sheet arrangements or financing activities with special-purpose entities.
(4) We have excluded obligations related to uncertain tax positions because we cannot reasonably estimate when they will occur.
The contribution margin decrease as a percentage of revenues was primarily due to the decrease in gross profit margin noted above. General and Administrative General and administrative expenses were $106.2 million for 2024 versus $107.4 million for 2023.
The contribution margin decrease as a percentage of revenues was primarily due to an increase in advertising and marketing spend internationally in 2025. General and Administrative General and administrative expenses were $108.2 million for 2025 versus $106.2 million for 2024. The increase in general and administrative expenses was primarily due to increases in compensation costs and professional fees.
Term Loan Amendment No. 6 provides for (i) the refinancing of our outstanding term loans and the creation of a new class of Term B-5 Loans in an aggregate principal amount of $600.0 million, (ii) increased flexibility under the credit agreement governing the 2012 Term Loan and the 2012 ABL Revolver, and (iii) an interest rate on the Term B-5 Loans that is based, at our option, on a LIBOR rate plus a margin of 2.00% per annum, with a LIBOR floor of 0.50%, or an alternative base rate plus a margin of 1.00% per annum.
Term Loan Amendment No. 6 provided for, among other things, (i) the refinancing of our outstanding term loans and the creation of a new class of Term B-5 Loans (the "Term B-5 Loans") in an aggregate principal amount of $600.0 million, (ii) increased flexibility under the credit agreement governing the 2012 Term Loan and the 2012 ABL Revolver and (iii) an extension of the maturity date of the 2012 Term Loan to July 1, 2028.
As of March 31, 2024, we had an aggregate of $1.1 billion of outstanding indebtedness, which consisted of the following: $400.0 million of 5.125% 2019 Senior Notes due January 15, 2028; $600.0 million of 3.750% 2021 Senior Notes due April 1, 2031; and $135.0 million of borrowings under the Term B-5 Loans due July 1, 2028.
Additionally, the credit agreement governing the 2012 ABL Revolver and the indentures governing the 2021 Senior Notes and the 2019 Senior Notes contain cross-default provisions, whereby a default pursuant to the terms and conditions of certain indebtedness will cause a default on the remaining indebtedness under the credit agreement governing the 2012 ABL Revolver and the indentures governing the 2021 Senior Notes and the 2019 Senior Notes. 41 As of March 31, 2025, we had an aggregate of $1.0 billion of outstanding indebtedness, which consisted of the following: $400.0 million of 5.125% 2019 Senior Notes due January 15, 2028; and $600.0 million of 3.750% 2021 Senior Notes due April 1, 2031.
Accordingly, management’s projections are utilized to assimilate all of the facts, circumstances and expectations related to the trademark or tradename and estimate the cash flows over its useful life. In a manner similar to goodwill, future events, such as competition, technological advances and changes in advertising support for our trademarks and tradenames, could cause subsequent evaluations to utilize different assumptions.
In a manner similar to goodwill, future events, such as competition, technological advances and changes in advertising support for our trademarks and tradenames, could cause subsequent evaluations to utilize different assumptions. Once that analysis is completed, a discount rate is applied to the cash flows to estimate fair value.
(In thousands) Increase (Decrease) Contribution Margin 2024 % 2023 % Amount % North American OTC Healthcare $ 397,405 41.5 $ 408,004 41.9 $ (10,599) (2.6) International OTC Healthcare 73,728 44.1 72,229 46.9 1,499 2.1 $ 471,133 41.9 $ 480,233 42.6 $ (9,100) (1.9) North American OTC Healthcare Segment Contribution margin for the North American OTC Healthcare segment decreased $10.6 million, or 2.6%, during 2024 versus 2023.
(In thousands) Increase (Decrease) Contribution Margin 2025 % 2024 % Amount % North American OTC Healthcare $ 401,708 41.8 $ 397,405 41.5 $ 4,303 1.1 International OTC Healthcare 77,032 43.3 73,728 44.1 3,304 4.5 $ 478,740 42.1 $ 471,133 41.9 $ 7,607 1.6 North American OTC Healthcare Segment Contribution margin for the North American OTC Healthcare segment increased $4.3 million, or 1.1%, during 2025 versus 2024.
At each reporting period, management analyzes current events and circumstances to determine whether the indefinite life classification for a trademark or tradename continues to be valid. If circumstances warrant a change to a finite life, the carrying value of the intangible asset would then be amortized prospectively over the estimated remaining useful life.
If circumstances warrant a change to a finite life, the carrying value of the intangible asset would then be amortized prospectively over the estimated remaining useful life. Management tests the indefinite-lived intangible assets for impairment by comparing the carrying value of the intangible asset to its estimated fair value.
Income Taxes The provision (benefit) for income taxes during 2024 was a provision of $66.7 million versus a benefit of $(11.6) million in 2023. The effective tax rate on income (loss) before income taxes was 24.2% during 2024 versus 12.4% during 2023.
Income Taxes The provision for income taxes during 2025 was $69.6 million versus $66.7 million in 2024. The effective tax rate on income before income taxes was 24.5% during 2025 versus 24.2% during 2024. The increase in the effective tax rate in 2025 compared to 2024 was due to the mix of earnings in the U.S. and foreign jurisdictions.
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.
Economic Environment There has been economic uncertainty in the United States and globally due to several factors, including evolving fiscal policy, global supply chain constraints, changes in interest rates, a high inflationary environment, geopolitical events and evolving U.S. and international tariffs.
Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2023 Annual Report on Form 10-K, filed with the SEC on May 5, 2023. Liquidity and Capital Resources Liquidity Our primary source of cash comes from our cash flow from operations.
Results of Operations 2024 compared to 2023 For a discussion of fiscal 2024 compared to 2023, please refer to Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2024 Annual Report on Form 10-K, filed with the SEC on May 15, 2024.
Increase (Decrease) (In thousands) 2024 % 2023 % Amount % North American OTC Healthcare Analgesics $ 111,996 10.0 $ 116,582 10.3 $ (4,586) (3.9) Cough & Cold 93,575 8.3 100,218 8.9 (6,643) (6.6) Women's Health 217,103 19.3 231,754 20.5 (14,651) (6.3) Gastrointestinal 160,889 14.3 156,957 13.9 3,932 2.5 Eye & Ear Care 156,553 13.9 151,879 13.5 4,674 3.1 Dermatologicals 123,288 11.0 119,822 10.6 3,466 2.9 Oral Care 83,212 7.4 85,542 7.6 (2,330) (2.7) Other OTC 11,644 1.0 11,020 1.0 624 5.7 Total North American OTC Healthcare 958,260 85.2 973,774 86.3 (15,514) (1.6) International OTC Healthcare Analgesics 5,455 0.5 2,680 0.2 2,775 103.5 Cough & Cold 25,445 2.3 26,770 2.4 (1,325) (4.9) Women's Health 23,318 2.1 19,597 1.7 3,721 19.0 Gastrointestinal 70,721 6.2 69,626 6.3 1,095 1.6 Eye & Ear Care 22,870 2.0 19,197 1.7 3,673 19.1 Dermatologicals 5,814 0.5 3,919 0.3 1,895 48.4 Oral Care 13,093 1.2 12,085 1.1 1,008 8.3 Other OTC 381 77 304 394.8 Total International OTC Healthcare 167,097 14.8 153,951 13.7 13,146 8.5 Total Consolidated $ 1,125,357 100.0 $ 1,127,725 100.0 $ (2,368) (0.2) Total segment revenues for 2024 were $1,125.4 million, a decrease of $2.4 million, or 0.2%, versus 2023.
Increase (Decrease) (In thousands) 2025 % 2024 % Amount % North American OTC Healthcare Analgesics $ 112,173 9.9 $ 111,996 10.0 $ 177 0.2 Cough & Cold 82,533 7.3 93,575 8.3 (11,042) (11.8) Women's Health 216,335 18.9 217,103 19.3 (768) (0.4) Gastrointestinal 174,891 15.4 160,889 14.3 14,002 8.7 Eye & Ear Care 158,858 14.0 156,553 13.9 2,305 1.5 Dermatologicals 120,770 10.6 123,288 11.0 (2,518) (2.0) Oral Care 81,868 7.2 83,212 7.4 (1,344) (1.6) Other OTC 12,582 1.1 11,644 1.0 938 8.1 Total North American OTC Healthcare 960,010 84.4 958,260 85.2 1,750 0.2 International OTC Healthcare Analgesics 5,524 0.5 5,455 0.5 69 1.3 Cough & Cold 23,681 2.1 25,445 2.3 (1,764) (6.9) Women's Health 20,496 1.8 23,318 2.1 (2,822) (12.1) Gastrointestinal 81,052 7.1 70,721 6.2 10,331 14.6 Eye & Ear Care 24,464 2.2 22,870 2.0 1,594 7.0 Dermatologicals 8,177 0.7 5,814 0.5 2,363 40.6 Oral Care 13,162 1.2 13,093 1.2 69 0.5 Other OTC 1,196 381 815 213.9 Total International OTC Healthcare 177,752 15.6 167,097 14.8 10,655 6.4 Total Consolidated $ 1,137,762 100.0 $ 1,125,357 100.0 $ 12,405 1.1 Total segment revenues for 2025 were $1,137.8 million, an increase of $12.4 million, or 1.1%, versus 2024.
Goodwill impairment represented $48.8 million and related to our North American Women's Health and North American Oral Care reporting units. The goodwill impairment charges were primarily a result of increased discount rates due to macroeconomic conditions.
The impairment charges were primarily a result of increased discount rates due to macroeconomic conditions.
North American OTC Healthcare Segment Revenues for the North American OTC Healthcare segment decreased $15.5 million, or 1.6%, during 2024 versus 2023.
International OTC Healthcare Segment Revenues for the International OTC Healthcare segment increased $10.7 million, or 6.4%, during 2025 versus 2024.
This change was primarily due to an increase in net debt repayments of $132.0 million, and the repurchase of shares of our common stock in conjunction with our share repurchase program of $50.0 million in 2023. Capital Resources 2012 Term Loan and 2012 ABL Revolver: On January 31, 2012, Prestige Brands, Inc.
This change was primarily due to an increase in net debt repayments of $90.0 million, 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 proceeds from the exercise of stock options of $10.7 million.
Additionally, management anticipates that in the normal course of operations, we will be in compliance with the financial and restrictive covenants during fiscal 2025. 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 on July 1, 2028.
Additionally, management anticipates that in the normal course of operations, we will continue to be in compliance with the financial and restrictive covenants during fiscal 2026.
Management tests the indefinite-lived intangible assets for impairment by comparing the carrying value of the intangible asset to its estimated fair value. Since quoted market prices are seldom available for trademarks and tradenames such as ours, we utilize present value techniques to estimate fair value.
Since quoted market prices are seldom available for trademarks and tradenames such as ours, we utilize present value techniques to estimate fair value. Accordingly, management’s projections are utilized to assimilate all of the facts, circumstances and expectations related to the trademark or tradename and estimate the cash flows over its useful life.
We utilize the excess earnings method to estimate the fair value of our individual indefinite-lived intangible assets. The discount rate utilized in the analysis, as well as future cash flows, may be influenced by such factors as changes in interest rates and rates of inflation.
We utilize the excess earnings method to estimate the fair value of our individual indefinite-lived intangible assets.
The decrease in net cash used in investing activities was primarily due to acquisitions of $247.0 million in 2022. Financing Activities Net cash used in financing activities was $185.8 million for 2023 compared to $7.6 million for 2022.
The decrease of $2.7 million in net cash used in investing activities was primarily due to a decrease in capital expenditures of $1.3 million and changes in a short-term loan receivable of $1.2 million. Financing Activities 39 Net cash used in financing activities was $182.1 million for 2025 compared to $241.0 million for 2024.
One swap settled on January 31, 2021 and the other settled on January 31, 2022. Debt Covenants Our debt facilities contain various financial covenants, including provisions that require us to maintain certain leverage, interest coverage and fixed charge ratios.
As of March 31, 2025, we had no balance outstanding on the 2012 ABL Revolver and a borrowing capacity of $165.7 million. Debt Covenants Our debt facilities contain various financial covenants, including provisions that require us to maintain certain fixed charge ratios.
Our analysis at February 29, 2024 determined that all indefinite-lived intangible assets had a fair value that exceeded their carrying value by at least 10%, with the exception of Summer’s Eve and TheraTears within our North American Women’s Health reporting unit and North American Eye & Ear Care reporting unit, respectively.
Additionally, our analysis as of February 28, 2025 confirmed that all other indefinite-lived intangible assets had a fair value exceeding their carrying value by at least 10%.
There were no borrowings under the 2012 ABL Revolver at any time during 2024. For the year ended March 31, 2023, the average interest rate on the 2012 Term Loan was 4.8% and the average interest rate on the amounts borrowed under the 2012 ABL Revolver was 2.5%.
Interest, Redemptions and Restrictions: For the year ended March 31, 2025, during the period it was outstanding, the average interest rate on the 2012 Term Loan was 7.1%. For the year ended March 31, 2024, the average interest rate on the 2012 Term Loan was 7.3%.
Acquisition Acquisition of Akorn On July 1, 2021, we completed the acquisition of the consumer health business assets from Akorn Operating Company LLC ("Akorn") pursuant to an Asset Purchase Agreement, dated May 27, 2021 (the "Purchase Agreement"), for a purchase price of $228.9 million in cash, subject to certain closing adjustments specified in the Purchase Agreement.
The net proceeds from the new class of Term B-5 Loans were used to refinance our outstanding term loans, finance the acquisition of the consumer health business assets from Akorn Operating Company LLC ("Akorn") pursuant to an Asset Purchase Agreement, dated May 27, 2021 (the "Purchase Agreement"), and pay fees and expenses incurred in connection with these transactions. 40 On June 12, 2023, we entered Amendment No. 7 to the 2012 Term Loan ("Term Loan Amendment No. 7"), effective July 1, 2023.
We also had amortization related to our long-term debt of $5.2 million and $4.4 million for 2024 and 2023, respectively. 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 on July 1, 2028.
There were no borrowings under the 2012 ABL Revolver at any time during 2025 or 2024. We also had amortization related to our long-term debt of $1.8 million and $5.2 million for 2025 and 2024, respectively. During fiscal 2025, we repaid the balance of our 2012 Term Loan and terminated all related commitments.
Removed
As a result of the purchase, we acquired TheraTears and certain other OTC consumer brands. The financial results from this acquisition are included in our North American and International OTC Healthcare segments.
Added
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.
Removed
The purchase price was funded by a combination of available cash on hand, additional borrowings under our asset-based revolving credit facility (the "2012 ABL Revolver") and the net proceeds from the refinancing of our term loan originally entered into on January 31, 2012 (the "2012 Term Loan"). The acquisition was accounted for as a business combination.
Added
The discount rate utilized in the analysis, as well as future cash flows, may be influenced by such factors as changes in interest rates and rates of inflation. 34 At each reporting period, management analyzes current events and circumstances to determine whether the indefinite life classification for a trademark or tradename continues to be valid.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeHolding other variables constant, including levels of indebtedness, a one percentage point increase in interest rates on our variable rate debt would have had an adverse impact on pre-tax income and cash flows for the year ended March 31, 2024 of approximately $2.7 million. 44 Foreign Currency Exchange Rate Risk During the years ended March 31, 2024 and 2023, approximately 14.2% and 13.9%, respectively, of our net revenues were denominated in currencies other than the U.S.
Biggest changeForeign Currency Exchange Rate Risk During the years ended March 31, 2025 and 2024, approximately 15.7% and 14.2%, respectively, of our net 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, including insignificant foreign currency forward exchange agreements.
Holding all other variables constant, and assuming a hypothetical 10.0% adverse change in foreign currency exchange rates, this analysis resulted in a 3.3% impact on pre-tax income of approximately $9.0 million for the year ended March 31, 2024 and a 10.6% impact on pre-tax loss of approximately $9.0 million for the year ended March 31, 2023. 45
Holding all other variables constant, and assuming a hypothetical 10.0% adverse change in foreign currency exchange rates, this analysis resulted in a 3.7% impact on pre-tax income of approximately $10.6 million for the year ended March 31, 2025 and a 3.3% impact on pre-tax loss of approximately $9.0 million for the year ended March 31, 2024. 43
Dollar. As such, we are exposed to transactions that are sensitive to foreign currency exchange rates, including insignificant foreign currency forward exchange agreements. These transactions are primarily with respect to the Canadian and Australian Dollar. We performed a sensitivity analysis with respect to exchange rates for the year ended March 31, 2024 and 2023.
These transactions are primarily with respect to the Canadian and Australian Dollar. We performed a sensitivity analysis with respect to exchange rates for the year ended March 31, 2025 and 2024.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Interest Rate Risk We are exposed to interest rate risk because our 2012 Term Loan and 2012 ABL Revolver are variable rate debt. At March 31, 2024, approximately $135.0 million of our debt carries a variable rate of interest.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Interest Rate Risk We are exposed to interest rate risk because our 2012 ABL Revolver is variable rate debt. At March 31, 2025, the 2012 ABL had a zero balance and therefore none of our debt carried a variable rate of interest at March 31, 2025.

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