Condensed Consolidating Financial Statements | Condensed Consolidating Financial Statements As described in Note 9, Prestige Brands Holdings, Inc., together with certain of our 100% owned subsidiaries, has fully and unconditionally guaranteed, on a joint and several basis, the obligations of Prestige Brands, Inc. (a 100% owned subsidiary of the Company) set forth in the indentures governing the 2013 Senior Notes and the 2012 Senior Notes, including the obligation to pay principal and interest with respect to the 2013 Senior Notes and the 2012 Senior Notes. The 100% owned subsidiaries of the Company that have guaranteed the 2013 Senior Notes and the 2012 Senior Notes are as follows: Prestige Services Corp., Prestige Brands Holdings, Inc. (a Virginia corporation), Prestige Brands International, Inc., Medtech Holdings, Inc., Medtech Products Inc., The Cutex Company, The Spic and Span Company, Blacksmith Brands, Inc., Insight Pharmaceuticals Corporation, Insight Pharmaceuticals, LLC and Practical Health Products, Inc. (collectively, the "Subsidiary Guarantors"). A significant portion of our operating income and cash flow is generated by our subsidiaries. As a result, funds necessary to meet Prestige Brands, Inc.'s debt service obligations are provided in part by distributions or advances from our subsidiaries. Under certain circumstances, contractual and legal restrictions, as well as the financial condition and operating requirements of our subsidiaries, could limit Prestige Brands, Inc.'s ability to obtain cash from our subsidiaries for the purpose of meeting our debt service obligations, including the payment of principal and interest on the 2013 Senior Notes and the 2012 Senior Notes. Although holders of the 2013 Senior Notes and the 2012 Senior Notes will be direct creditors of the guarantors of the 2013 Senior Notes and the 2012 Senior Notes by virtue of the guarantees, we have indirect subsidiaries located primarily in the United Kingdom, the Netherlands and Australia (collectively, the "Non-Guarantor Subsidiaries") that have not guaranteed the 2013 Senior Notes or the 2012 Senior Notes, and such subsidiaries will not be obligated with respect to the 2013 Senior Notes or the 2012 Senior Notes. As a result, the claims of creditors of the Non-Guarantor Subsidiaries will effectively have priority with respect to the assets and earnings of such companies over the claims of the holders of the 2013 Senior Notes and the 2012 Senior Notes. Presented below are supplemental Condensed Consolidating Balance Sheets as of June 30, 2015 and March 31, 2015 , Condensed Consolidating Statements of Income and Comprehensive Income for the three months ended June 30, 2015 and 2014 , and Condensed Consolidating Statements of Cash Flows for the three months ended June 30, 2015 and 2014 . Such consolidating information includes separate columns for: a) Prestige Brands Holdings, Inc., the parent, b) Prestige Brands, Inc., the Issuer or the Borrower, c) Combined Subsidiary Guarantors, d) Combined Non-Guarantor Subsidiaries, and e) Elimination entries necessary to consolidate the Company and all of its subsidiaries. The Condensed Consolidating Financial Statements are presented using the equity method of accounting for investments in our 100% owned subsidiaries. Under the equity method, the investments in subsidiaries are recorded at cost and adjusted for our share of the subsidiaries' cumulative results of operations, capital contributions, distributions and other equity changes. The elimination entries principally eliminate investments in subsidiaries and intercompany balances and transactions. The financial information in this note should be read in conjunction with the Consolidated Financial Statements presented and other notes related thereto contained in this Quarterly Report on Form 10-Q. Condensed Consolidating Statements of Income and Comprehensive Income Three Months Ended June 30, 2015 (In thousands) Prestige Brands Holdings, Inc. Prestige Brands, Inc., the issuer Combined Subsidiary Guarantors Combined Non- Guarantor Subsidiaries Eliminations Consolidated Revenues Net sales $ — $ 27,883 $ 152,524 $ 11,608 $ (728 ) $ 191,287 Other revenues — 96 819 498 (568 ) 845 Total revenues — 27,979 153,343 12,106 (1,296 ) 192,132 Cost of Sales Cost of sales (exclusive of depreciation shown below) — 10,441 66,378 4,408 (1,331 ) 79,896 Gross profit — 17,538 86,965 7,698 35 112,236 Operating Expenses Advertising and promotion — 2,517 21,228 2,677 — 26,422 General and administrative 1,315 2,555 11,951 1,768 — 17,589 Depreciation and amortization 989 146 4,445 140 — 5,720 Total operating expenses 2,304 5,218 37,624 4,585 — 49,731 Operating income (loss) (2,304 ) 12,320 49,341 3,113 35 62,505 Other (income) expense Interest income (12,049 ) (21,408 ) (1,220 ) (112 ) 34,762 (27 ) Interest expense 8,490 21,908 25,055 1,220 (34,762 ) 21,911 Loss on extinguishment of debt — 451 — — — 451 Equity in (income) loss of subsidiaries (25,306 ) (16,955 ) (1,450 ) — 43,711 — Total other (income) expense (28,865 ) (16,004 ) 22,385 1,108 43,711 22,335 Income (loss) before income taxes 26,561 28,324 26,956 2,005 (43,676 ) 40,170 Provision for income taxes 388 4,025 9,029 555 — 13,997 Net income (loss) $ 26,173 $ 24,299 $ 17,927 $ 1,450 $ (43,676 ) $ 26,173 Comprehensive income, net of tax: Currency translation adjustments (405 ) (405 ) (405 ) (405 ) 1,215 (405 ) Total other comprehensive income (loss) (405 ) (405 ) (405 ) (405 ) 1,215 (405 ) Comprehensive income (loss) $ 25,768 $ 23,894 $ 17,522 $ 1,045 $ (42,461 ) $ 25,768 Condensed Consolidating Statements of Income and Comprehensive Income Three Months Ended June 30, 2014 (In thousands) Prestige Brands Holdings, Inc. Prestige Combined Subsidiary Guarantors Combined Non- Guarantor Subsidiaries Eliminations Consolidated Revenues Net sales $ — $ 25,410 $ 108,898 $ 10,951 $ (718 ) $ 144,541 Other revenues — 130 1,099 402 (470 ) 1,161 Total revenues — 25,540 109,997 11,353 (1,188 ) 145,702 Cost of Sales Cost of sales (exclusive of depreciation shown below) — 9,448 50,515 4,023 (150 ) 63,836 Gross profit — 16,092 59,482 7,330 (1,038 ) 81,866 Operating Expenses Advertising and promotion — 2,689 14,066 2,341 — 19,096 General and administrative 1,145 2,473 8,990 4,398 — 17,006 Depreciation and amortization 642 145 2,089 85 — 2,961 Total operating expenses 1,787 5,307 25,145 6,824 — 39,063 Operating income (loss) (1,787 ) 10,785 34,337 506 (1,038 ) 42,803 Other (income) expense Interest income (12,133 ) (14,225 ) (762 ) (29 ) 27,117 (32 ) Interest expense 8,548 14,685 17,805 764 (27,117 ) 14,685 Equity in (income) loss of subsidiaries (15,679 ) (10,898 ) 959 — 25,618 — Total other (income) expense (19,264 ) (10,438 ) 18,002 735 25,618 14,653 Income (loss) before income taxes 17,477 21,223 16,335 (229 ) (26,656 ) 28,150 Provision for income taxes 745 3,717 6,226 730 — 11,418 Net income (loss) $ 16,732 $ 17,506 $ 10,109 $ (959 ) $ (26,656 ) $ 16,732 Comprehensive income, net of tax: Currency translation adjustments 2,726 2,726 2,726 2,726 (8,178 ) 2,726 Total other comprehensive income (loss) 2,726 2,726 2,726 2,726 (8,178 ) 2,726 Comprehensive income (loss) $ 19,458 $ 20,232 $ 12,835 $ 1,767 $ (34,834 ) $ 19,458 Condensed Consolidating Balance Sheet June 30, 2015 (In thousands) Prestige Brands Holdings, Inc. Prestige Combined Subsidiary Guarantors Combined Non- Guarantor Subsidiaries Eliminations Consolidated Assets Current assets Cash and cash equivalents $ 10,832 $ — $ — $ 10,766 $ — $ 21,598 Accounts receivable, net — 11,368 66,016 8,192 — 85,576 Inventories — 7,492 61,651 6,045 (1,111 ) 74,077 Deferred income tax assets 311 705 6,567 335 — 7,918 Prepaid expenses and other current assets 7,883 243 3,016 748 — 11,890 Total current assets 19,026 19,808 137,250 26,086 (1,111 ) 201,059 Property and equipment, net 10,301 163 2,291 399 — 13,154 Goodwill — 66,007 204,510 20,350 — 290,867 Intangible assets, net — 192,191 1,850,501 87,168 — 2,129,860 Other long-term assets — 1,562 — — — 1,562 Intercompany receivables 1,215,771 2,572,637 695,741 9,174 (4,493,323 ) — Investment in subsidiary 1,569,115 1,245,085 67,970 — (2,882,170 ) — Total Assets $ 2,814,213 $ 4,097,453 $ 2,958,263 $ 143,177 $ (7,376,604 ) $ 2,636,502 Liabilities and Stockholders' Equity Current liabilities Current portion of long-term debt $ — $ 8,525 $ — $ — $ — $ 8,525 Accounts payable 2,846 6,504 33,871 3,949 — 47,170 Accrued interest payable — 9,359 — — — 9,359 Other accrued liabilities 4,710 1,400 27,116 3,512 — 36,738 Total current liabilities 7,556 25,788 60,987 7,461 — 101,792 Long-term debt Principal amount — 1,540,075 — — — 1,540,075 Less unamortized debt costs — (33,534 ) — — — (33,534 ) Long-term debt, net — 1,506,541 — — — 1,506,541 Deferred income tax liabilities — 59,464 303,440 24 — 362,928 Other long-term liabilities — — 2,333 184 — 2,517 Intercompany payables 2,143,933 1,003,970 1,275,240 70,180 (4,493,323 ) — Total Liabilities 2,151,489 2,595,763 1,642,000 77,849 (4,493,323 ) 1,973,778 Stockholders' Equity Common stock 530 — — — — 530 Additional paid-in capital 437,554 1,280,948 1,131,578 74,031 (2,486,557 ) 437,554 Treasury stock, at cost (5,121 ) — — — — (5,121 ) Accumulated other comprehensive income (loss), net of tax (23,817 ) (23,817 ) (23,817 ) (23,817 ) 71,451 (23,817 ) Retained earnings (accumulated deficit) 253,578 244,559 208,502 15,114 (468,175 ) 253,578 Total Stockholders' Equity 662,724 1,501,690 1,316,263 65,328 (2,883,281 ) 662,724 Total Liabilities and Stockholders' Equity $ 2,814,213 $ 4,097,453 $ 2,958,263 $ 143,177 $ (7,376,604 ) $ 2,636,502 Condensed Consolidating Balance Sheet March 31, 2015 (In thousands) Prestige Brands Holdings, Inc. Prestige Combined Subsidiary Guarantors Combined Non- Guarantor Subsidiaries Eliminations Consolidated Assets Current assets Cash and cash equivalents $ 11,387 $ — $ — $ 9,931 $ — $ 21,318 Accounts receivable, net — 14,539 66,523 6,796 — 87,858 Inventories — 8,667 60,297 6,182 (1,146 ) 74,000 Deferred income tax assets 452 674 6,497 474 — 8,097 Prepaid expenses and other current assets 5,731 141 3,804 758 — 10,434 Total current assets 17,570 24,021 137,121 24,141 (1,146 ) 201,707 Property and equipment, net 10,726 175 2,207 636 — 13,744 Goodwill — 66,007 204,205 20,439 — 290,651 Intangible assets, net — 192,325 1,854,798 87,577 — 2,134,700 Other long-term assets — 1,165 — — — 1,165 Intercompany receivables 1,210,017 2,607,054 668,169 8,764 (4,494,004 ) — Investment in subsidiary 1,545,575 1,228,535 65,564 — (2,839,674 ) — Total Assets $ 2,783,888 $ 4,119,282 $ 2,932,064 $ 141,557 $ (7,334,824 ) $ 2,641,967 Liabilities and Stockholders' Equity Current liabilities Accounts payable $ 1,959 $ 6,829 $ 32,898 $ 4,429 $ — $ 46,115 Accrued interest payable — 11,974 — — — 11,974 Other accrued liabilities 10,378 1,153 25,795 3,622 — 40,948 Total current liabilities 12,337 19,956 58,693 8,051 — 99,037 Long-term debt Principal amount — 1,593,600 — — — 1,593,600 Less unamortized debt costs — (32,327 ) — — — (32,327 ) Long-term debt, net — 1,561,273 — — — 1,561,273 Deferred income tax liabilities — 59,038 292,504 27 — 351,569 Other long-term liabilities — — 2,293 171 — 2,464 Intercompany payables 2,143,927 1,001,219 1,279,833 69,025 (4,494,004 ) — Total Liabilities 2,156,264 2,641,486 1,633,323 77,274 (4,494,004 ) 2,014,343 Stockholders' Equity Common stock 525 — — — — 525 Additional paid-in capital 426,584 1,280,948 1,131,578 74,031 (2,486,557 ) 426,584 Treasury stock, at cost (3,478 ) — — — — (3,478 ) Accumulated other comprehensive income (loss), net of tax (23,412 ) (23,412 ) (23,412 ) (23,412 ) 70,236 (23,412 ) Retained earnings (accumulated deficit) 227,405 220,260 190,575 13,664 (424,499 ) 227,405 Total Stockholders' Equity 627,624 1,477,796 1,298,741 64,283 (2,840,820 ) 627,624 Total Liabilities and Stockholders' Equity $ 2,783,888 $ 4,119,282 $ 2,932,064 $ 141,557 $ (7,334,824 ) $ 2,641,967 Condensed Consolidating Statement of Cash Flows Three Months Ended June 30, 2015 (In thousands) Prestige Brands Holdings, Inc. Prestige Combined Subsidiary Guarantors Combined Non- Guarantor Subsidiaries Eliminations Consolidated Operating Activities Net income (loss) $ 26,173 $ 24,299 $ 17,927 $ 1,450 $ (43,676 ) $ 26,173 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 989 146 4,445 140 — 5,720 Gain on sale of asset — — — (36 ) — (36 ) Deferred income taxes 141 395 10,866 134 — 11,536 Amortization of debt origination costs — 2,138 — — — 2,138 Stock-based compensation costs 3,047 — — — — 3,047 Loss on extinguishment of debt — 451 — — — 451 Equity in income of subsidiaries (25,306 ) (16,955 ) (1,450 ) — 43,711 — Changes in operating assets and liabilities, net of effects from acquisitions: Accounts receivable — 3,171 735 (1,328 ) — 2,578 Inventories — 1,175 (1,457 ) 106 (35 ) (211 ) Prepaid expenses and other current assets (2,152 ) (102 ) 722 10 — (1,522 ) Accounts payable 861 (325 ) 880 (633 ) — 783 Accrued liabilities (5,668 ) (2,368 ) 975 (75 ) — (7,136 ) Net cash provided by (used in) operating activities (1,915 ) 12,025 33,643 (232 ) — 43,521 Investing Activities Purchases of property and equipment (648 ) — (27 ) (105 ) — (780 ) Proceeds from the sale of property and equipment — — — 344 — 344 Net cash (used in) provided by investing activities (648 ) — (27 ) 239 — (436 ) Financing Activities Term loan repayments — (25,000 ) — — — (25,000 ) Borrowings under revolving credit agreement — 15,000 — — — 15,000 Repayments under revolving credit agreement — (35,000 ) — — — (35,000 ) Payments of debt origination costs — (4,172 ) — — — (4,172 ) Proceeds from exercise of stock options 6,328 — — — — 6,328 Proceeds from restricted stock exercises 544 — — — — 544 Excess tax benefits from share-based awards 1,600 — — — — 1,600 Fair value of shares surrendered as payment of tax withholding (2,187 ) — — — — (2,187 ) Intercompany activity, net (4,277 ) 37,147 (33,616 ) 746 — — Net cash provided by (used in) financing activities 2,008 (12,025 ) (33,616 ) 746 — (42,887 ) Effect of exchange rate changes on cash and cash equivalents — — — 82 — 82 (Decrease) increase in cash and cash equivalents (555 ) — — 835 — 280 Cash and cash equivalents - beginning of period 11,387 — — 9,931 — 21,318 Cash and cash equivalents - end of period $ 10,832 $ — $ — $ 10,766 $ — $ 21,598 Condensed Consolidating Statement of Cash Flows Three Months Ended June 30, 2014 (In thousands) Prestige Brands Holdings, Inc. Prestige Combined Subsidiary Guarantors Combined Non-Guarantor Subsidiaries Eliminations Consolidated Operating Activities Net income (loss) $ 16,732 $ 17,506 $ 10,109 $ (959 ) $ (26,656 ) $ 16,732 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 642 145 2,089 85 — 2,961 Deferred income taxes (1 ) 892 6,330 (81 ) — 7,140 Amortization of debt origination costs — 995 — — — 995 Stock-based compensation costs 1,858 — — — — 1,858 Equity in income of subsidiaries (15,679 ) (10,898 ) 959 — 25,618 — Changes in operating assets and liabilities, net of effects from acquisitions: Accounts receivable 467 (130 ) 8,941 (2,322 ) — 6,956 Inventories — 3,288 (2,822 ) 36 1,038 1,540 Prepaid expenses and other current assets 947 (920 ) (1,706 ) (524 ) — (2,203 ) Accounts payable (936 ) (916 ) (2,918 ) 1,674 — (3,096 ) Accrued liabilities (4,800 ) 4,733 (5,663 ) 2,518 — (3,212 ) Net cash provided by (used in) operating activities (770 ) 14,695 15,319 427 — 29,671 Investing Activities Purchases of property and equipment (385 ) — (11 ) (100 ) — (496 ) Acquisition of the Hydralyte brand — — — (77,991 ) — (77,991 ) Intercompany activity, net — (77,991 ) — 77,991 — — Net cash used in investing activities (385 ) (77,991 ) (11 ) (100 ) — (78,487 ) Financing Activities Borrowings under revolving credit agreement — 65,000 — — — 65,000 Repayments under revolving credit agreement — (30,000 ) — — — (30,000 ) Payment of debt origination costs — (74 ) — — — (74 ) Proceeds from exercise of stock options 1,294 — — — — 1,294 Proceeds from restricted stock exercises 57 — — — — 57 Excess tax benefits from share-based awards 950 — — — — 950 Fair value of shares surrendered as payment of tax withholding (1,171 ) — — — — (1,171 ) Intercompany activity, net (13,700 ) 28,370 (15,308 ) 638 — — Net cash provided by (used in) financing activities (12,570 ) 63,296 (15,308 ) 638 — 36,056 Effect of exchange rate changes on cash and cash equivalents — — — 104 — 104 (Decrease) increase in cash and cash equivalents (13,725 ) — — 1,069 — (12,656 ) Cash and cash equivalents - beginning of period 24,644 — — 3,687 — 28,331 Cash and cash equivalents - end of period $ 10,919 $ — $ — $ 4,756 $ — $ 15,675 |