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 September 30, 2015 and March 31, 2015 , Condensed Consolidating Statements of Income and Comprehensive Income for the three and six months ended September 30, 2015 and 2014 , and Condensed Consolidating Statements of Cash Flows for the six months ended September 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 September 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 $ — $ 27,957 $ 164,772 $ 14,005 $ (1,472 ) $ 205,262 Other revenues — 79 798 543 (617 ) 803 Total revenues — 28,036 165,570 14,548 (2,089 ) 206,065 Cost of Sales Cost of sales (exclusive of depreciation shown below) — 10,868 72,120 4,952 (1,815 ) 86,125 Gross profit — 17,168 93,450 9,596 (274 ) 119,940 Operating Expenses Advertising and promotion — 3,204 21,933 2,756 — 27,893 General and administrative 1,199 1,300 12,912 1,051 — 16,462 Depreciation and amortization 1,030 147 4,447 63 — 5,687 Total operating expenses 2,229 4,651 39,292 3,870 — 50,042 Operating income (loss) (2,229 ) 12,517 54,158 5,726 (274 ) 69,898 Other (income) expense Interest income (12,161 ) (21,607 ) (1,169 ) (126 ) 35,030 (33 ) Interest expense 8,964 20,303 25,294 1,169 (35,030 ) 20,700 Equity in (income) loss of subsidiaries (31,441 ) (19,746 ) (3,385 ) — 54,572 — Total other (income) expense (34,638 ) (21,050 ) 20,740 1,043 54,572 20,667 Income (loss) before income taxes 32,409 33,567 33,418 4,683 (54,846 ) 49,231 Provision for income taxes 606 4,892 10,632 1,298 — 17,428 Net income (loss) $ 31,803 $ 28,675 $ 22,786 $ 3,385 $ (54,846 ) $ 31,803 Comprehensive income, net of tax: Currency translation adjustments (11,079 ) (11,079 ) (11,079 ) (11,079 ) 33,237 (11,079 ) Total other comprehensive income (loss) (11,079 ) (11,079 ) (11,079 ) (11,079 ) 33,237 (11,079 ) Comprehensive income (loss) $ 20,724 $ 17,596 $ 11,707 $ (7,694 ) $ (21,609 ) $ 20,724 Condensed Consolidating Statements of Income and Comprehensive Income Six Months Ended September 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 $ — $ 55,840 $ 317,296 $ 25,613 $ (2,200 ) $ 396,549 Other revenues — 175 1,617 1,041 (1,185 ) 1,648 Total revenues — 56,015 318,913 26,654 (3,385 ) 398,197 Cost of Sales Cost of sales (exclusive of depreciation shown below) — 21,309 138,498 9,360 (3,146 ) 166,021 Gross profit — 34,706 180,415 17,294 (239 ) 232,176 Operating Expenses Advertising and promotion — 5,721 43,161 5,433 — 54,315 General and administrative 2,514 3,855 24,863 2,819 — 34,051 Depreciation and amortization 2,019 293 8,892 203 — 11,407 Total operating expenses 4,533 9,869 76,916 8,455 — 99,773 Operating income (loss) (4,533 ) 24,837 103,499 8,839 (239 ) 132,403 Other (income) expense Interest income (24,210 ) (43,015 ) (2,389 ) (238 ) 69,792 (60 ) Interest expense 17,454 42,211 50,349 2,389 (69,792 ) 42,611 Loss on extinguishment of debt — 451 — — — 451 Equity in (income) loss of subsidiaries (56,747 ) (36,701 ) (4,835 ) — 98,283 — Total other (income) expense (63,503 ) (37,054 ) 43,125 2,151 98,283 43,002 Income (loss) before income taxes 58,970 61,891 60,374 6,688 (98,522 ) 89,401 Provision for income taxes 994 8,917 19,661 1,853 — 31,425 Net income (loss) $ 57,976 $ 52,974 $ 40,713 $ 4,835 $ (98,522 ) $ 57,976 Comprehensive income, net of tax: Currency translation adjustments (11,484 ) (11,484 ) (11,484 ) (11,484 ) 34,452 (11,484 ) Total other comprehensive income (loss) (11,484 ) (11,484 ) (11,484 ) (11,484 ) 34,452 (11,484 ) Comprehensive income (loss) $ 46,492 $ 41,490 $ 29,229 $ (6,649 ) $ (64,070 ) $ 46,492 Condensed Consolidating Statements of Income and Comprehensive Income Three Months Ended September 30, 2014 (In thousands) Prestige Brands Holdings, Inc. Prestige Combined Subsidiary Guarantors Combined Non- Guarantor Subsidiaries Eliminations Consolidated Revenues Net sales $ — $ 27,167 $ 138,336 $ 15,212 $ (710 ) $ 180,005 Other revenues — 95 1,241 436 (508 ) 1,264 Total revenues — 27,262 139,577 15,648 (1,218 ) 181,269 Cost of Sales Cost of sales (exclusive of depreciation shown below) — 10,426 64,812 5,767 (2,278 ) 78,727 Gross profit — 16,836 74,765 9,881 1,060 102,542 Operating Expenses Advertising and promotion — 2,699 19,311 3,034 — 25,044 General and administrative 1,109 3,441 20,329 2,249 — 27,128 Depreciation and amortization 870 145 2,729 108 — 3,852 Total operating expenses 1,979 6,285 42,369 5,391 — 56,024 Operating income (loss) (1,979 ) 10,551 32,396 4,490 1,060 46,518 Other (income) expense Interest income (12,245 ) (16,719 ) (1,760 ) (11 ) 30,720 (15 ) Interest expense 8,629 18,208 20,333 1,758 (30,720 ) 18,208 Equity in (income) loss of subsidiaries (17,577 ) (9,825 ) (1,870 ) — 29,272 — Total other (income) expense (21,193 ) (8,336 ) 16,703 1,747 29,272 18,193 Income (loss) before income taxes 19,214 18,887 15,693 2,743 (28,212 ) 28,325 Provision for income taxes 2,751 3,262 4,976 873 — 11,862 Net income (loss) $ 16,463 $ 15,625 $ 10,717 $ 1,870 $ (28,212 ) $ 16,463 Comprehensive income, net of tax: Currency translation adjustments (10,830 ) (10,830 ) (10,830 ) (10,830 ) 32,490 (10,830 ) Total other comprehensive income (loss) (10,830 ) (10,830 ) (10,830 ) (10,830 ) 32,490 (10,830 ) Comprehensive income (loss) $ 5,633 $ 4,795 $ (113 ) $ (8,960 ) $ 4,278 $ 5,633 Condensed Consolidating Statements of Income and Comprehensive Income Six Months Ended September 30, 2014 (In thousands) Prestige Brands Holdings, Inc. Prestige Combined Subsidiary Guarantors Combined Non- Guarantor Subsidiaries Eliminations Consolidated Revenues Net sales $ — $ 52,577 $ 247,234 $ 26,163 $ (1,428 ) $ 324,546 Other revenues — 225 2,340 838 (978 ) 2,425 Total revenues — 52,802 249,574 27,001 (2,406 ) 326,971 Cost of Sales Cost of sales (exclusive of depreciation shown below) — 19,874 115,327 9,790 (2,428 ) 142,563 Gross profit — 32,928 134,247 17,211 22 184,408 Operating Expenses Advertising and promotion — 5,388 33,377 5,375 — 44,140 General and administrative 2,254 5,914 29,319 6,647 — 44,134 Depreciation and amortization 1,512 290 4,818 193 — 6,813 Total operating expenses 3,766 11,592 67,514 12,215 — 95,087 Operating income (loss) (3,766 ) 21,336 66,733 4,996 22 89,321 Other (income) expense Interest income (24,378 ) (30,944 ) (2,522 ) (40 ) 57,837 (47 ) Interest expense 17,177 32,893 38,138 2,522 (57,837 ) 32,893 Equity in (income) loss of subsidiaries (33,256 ) (20,723 ) (911 ) — 54,890 — Total other (income) expense (40,457 ) (18,774 ) 34,705 2,482 54,890 32,846 Income (loss) before income taxes 36,691 40,110 32,028 2,514 (54,868 ) 56,475 Provision for income taxes 3,496 6,979 11,202 1,603 — 23,280 Net income (loss) $ 33,195 $ 33,131 $ 20,826 $ 911 $ (54,868 ) $ 33,195 Comprehensive income, net of tax: Currency translation adjustments (8,104 ) (8,104 ) (8,104 ) (8,104 ) 24,312 (8,104 ) Total other comprehensive income (loss) (8,104 ) (8,104 ) (8,104 ) (8,104 ) 24,312 (8,104 ) Comprehensive income (loss) $ 25,091 $ 25,027 $ 12,722 $ (7,193 ) $ (30,556 ) $ 25,091 Condensed Consolidating Balance Sheet September 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 $ 10,554 $ — $ — $ 11,598 $ — $ 22,152 Accounts receivable, net — 12,810 70,300 8,230 — 91,340 Inventories — 9,684 62,371 6,467 (1,385 ) 77,137 Deferred income tax assets 281 750 6,863 379 — 8,273 Prepaid expenses and other current assets 2,565 543 3,078 691 — 6,877 Total current assets 13,400 23,787 142,612 27,365 (1,385 ) 205,779 Property and equipment, net 9,918 243 2,210 549 — 12,920 Goodwill — 66,007 204,510 18,544 — 289,061 Intangible assets, net — 192,057 1,846,203 79,409 — 2,117,669 Other long-term assets — 1,462 — — — 1,462 Intercompany receivables 1,224,520 2,539,960 822,065 10,880 (4,597,425 ) — Investment in subsidiary 1,588,050 1,253,751 61,703 — (2,903,504 ) — Total Assets $ 2,835,888 $ 4,077,267 $ 3,079,303 $ 136,747 $ (7,502,314 ) $ 2,626,891 Liabilities and Stockholders' Equity Current liabilities Accounts payable $ 2,254 $ 7,453 $ 29,846 $ 2,224 $ — $ 41,777 Accrued interest payable — 9,656 — — — 9,656 Other accrued liabilities 7,875 2,377 27,132 4,211 — 41,595 Total current liabilities 10,129 19,486 56,978 6,435 — 93,028 Long-term debt Principal amount — 1,503,600 — — — 1,503,600 Less unamortized debt costs — (31,736 ) — — — (31,736 ) Long-term debt, net — 1,471,864 — — — 1,471,864 Deferred income tax liabilities — 59,368 314,376 20 — 373,764 Other long-term liabilities — — 2,333 147 — 2,480 Intercompany payables 2,140,004 1,007,264 1,377,646 72,511 (4,597,425 ) — Total Liabilities 2,150,133 2,557,982 1,751,333 79,113 (4,597,425 ) 1,941,136 Stockholders' Equity Common stock 530 — — — — 530 Additional paid-in capital 439,861 1,280,947 1,131,578 74,031 (2,486,556 ) 439,861 Treasury stock, at cost (5,121 ) — — — — (5,121 ) Accumulated other comprehensive income (loss), net of tax (34,896 ) (34,896 ) (34,896 ) (34,896 ) 104,688 (34,896 ) Retained earnings (accumulated deficit) 285,381 273,234 231,288 18,499 (523,021 ) 285,381 Total Stockholders' Equity 685,755 1,519,285 1,327,970 57,634 (2,904,889 ) 685,755 Total Liabilities and Stockholders' Equity $ 2,835,888 $ 4,077,267 $ 3,079,303 $ 136,747 $ (7,502,314 ) $ 2,626,891 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 Six Months Ended September 30, 2015 (In thousands) Prestige Brands Holdings, Inc. Prestige Combined Subsidiary Guarantors Combined Non- Guarantor Subsidiaries Eliminations Consolidated Operating Activities Net income (loss) $ 57,976 $ 52,974 $ 40,713 $ 4,835 $ (98,522 ) $ 57,976 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 2,019 293 8,892 203 — 11,407 Deferred income taxes 171 254 21,506 54 — 21,985 Amortization of debt origination costs — 4,055 — — — 4,055 Stock-based compensation costs 4,993 — — 41 — 5,034 Loss on extinguishment of debt — 451 — — — 451 Loss (gain) on sale or disposal of property and equipment — — — (36 ) — (36 ) Equity in income of subsidiaries (56,747 ) (36,701 ) (4,835 ) — 98,283 — Changes in operating assets and liabilities, net of effects from acquisitions: Accounts receivable — 1,729 (3,550 ) (2,097 ) — (3,918 ) Inventories — (1,017 ) (2,177 ) (883 ) 239 (3,838 ) Prepaid expenses and other current assets 3,166 (402 ) 660 12 — 3,436 Accounts payable 269 624 (3,343 ) (2,069 ) — (4,519 ) Accrued liabilities (2,503 ) (1,094 ) 1,012 1,142 — (1,443 ) Net cash provided by operating activities 9,344 21,166 58,878 1,202 — 90,590 Investing Activities Purchases of property and equipment (1,107 ) (93 ) (103 ) (380 ) — (1,683 ) Proceeds from the sale of property and equipment — — — 344 — 344 Net cash used in investing activities (1,107 ) (93 ) (103 ) (36 ) — (1,339 ) Financing Activities Term loan repayments — (50,000 ) — — — (50,000 ) Borrowings under revolving credit agreement — 15,000 — — — 15,000 Repayments under revolving credit agreement — (55,000 ) — — — (55,000 ) Payments of debt origination costs — (4,211 ) — — — (4,211 ) Proceeds from exercise of stock options 6,398 — — — — 6,398 Proceeds from restricted stock exercises 544 — — — — 544 Excess tax benefits from share-based awards 1,850 — — — — 1,850 Fair value of shares surrendered as payment of tax withholding (2,187 ) — — — — (2,187 ) Intercompany activity, net (15,675 ) 73,138 (58,775 ) 1,312 — — Net cash (used in) provided by financing activities (9,070 ) (21,073 ) (58,775 ) 1,312 — (87,606 ) Effect of exchange rate changes on cash and cash equivalents — — — (811 ) — (811 ) (Decrease) increase in cash and cash equivalents (833 ) — — 1,667 — 834 Cash and cash equivalents - beginning of period 11,387 — — 9,931 — 21,318 Cash and cash equivalents - end of period $ 10,554 $ — $ — $ 11,598 $ — $ 22,152 Condensed Consolidating Statement of Cash Flows Six Months Ended September 30, 2014 (In thousands) Prestige Brands Holdings, Inc. Prestige Combined Subsidiary Guarantors Combined Non-Guarantor Subsidiaries Eliminations Consolidated Operating Activities Net income (loss) $ 33,195 $ 33,131 $ 20,826 $ 911 $ (54,868 ) $ 33,195 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 1,512 290 4,818 195 — 6,815 Deferred income taxes (879 ) 1,351 11,084 (60 ) — 11,496 Amortization of debt origination costs — 3,085 — — — 3,085 Stock-based compensation costs 3,403 — — — — 3,403 Loss (gain) on sale or disposal of property and equipment — — — 56 — 56 Equity in income of subsidiaries (33,256 ) (20,723 ) (911 ) — 54,890 — Changes in operating assets and liabilities, net of effects from acquisitions: Accounts receivable 466 (107 ) (4,496 ) (4,226 ) — (8,363 ) Inventories — 4,691 1,857 738 (22 ) 7,264 Prepaid expenses and other current assets 5,163 (241 ) (1,718 ) (90 ) — 3,114 Accounts payable (2,332 ) 1,850 (6,997 ) 1,832 — (5,647 ) Accrued liabilities (1,321 ) 3,313 (701 ) 1,349 — 2,640 Net cash provided by operating activities 5,951 26,640 23,762 705 — 57,058 Investing Activities Purchases of property and equipment (1,127 ) — (87 ) (166 ) — (1,380 ) Proceeds from sale of business — — 18,500 — — 18,500 Acquisition of Insight Pharmaceuticals, less cash acquired — — (749,666 ) — — (749,666 ) Acquisition of the Hydralyte brand — — — (77,991 ) — (77,991 ) Intercompany activity, net — (809,157 ) 731,166 77,991 — — Net cash used in investing activities (1,127 ) (809,157 ) (87 ) (166 ) — (810,537 ) Financing Activities Term loan borrowings — 720,000 — — — 720,000 Term loan repayments — (25,000 ) — — — (25,000 ) Borrowings under revolving credit agreement — 124,600 — — — 124,600 Repayments under revolving credit agreement — (58,500 ) — — — (58,500 ) Payment of debt origination costs — (16,072 ) — — — (16,072 ) Proceeds from exercise of stock options 2,757 — — — — 2,757 Proceeds from restricted stock exercises 57 — — — — 57 Excess tax benefits from share-based awards 1,030 — — — — 1,030 Fair value of shares surrendered as payment of tax withholding (1,660 ) — — — — (1,660 ) Intercompany activity, net (21,187 ) 37,489 (18,641 ) 2,339 — — Net cash provided by (used in) financing activities (19,003 ) 782,517 (18,641 ) 2,339 — 747,212 Effect of exchange rate changes on cash and cash equivalents — — — (316 ) — (316 ) (Decrease) increase in cash and cash equivalents (14,179 ) — 5,034 2,562 — (6,583 ) Cash and cash equivalents - beginning of period 24,644 — — 3,687 — 28,331 Cash and cash equivalents - end of period $ 10,465 $ — $ 5,034 $ 6,249 $ — $ 21,748 |