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 December 31, 2015 and March 31, 2015 , Condensed Consolidating Statements of Income and Comprehensive Income for the three and nine months ended December 31, 2015 and 2014 , and Condensed Consolidating Statements of Cash Flows for the nine months ended December 31, 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 December 31, 2015 (In thousands) Prestige Brands Holdings, Inc. Prestige Brands, Inc., the issuer Combined Subsidiary Guarantors Combined Non- Guarantor Subsidiaries Eliminations Consolidated Revenues Net sales $ — $ 27,598 $ 159,783 $ 12,332 $ (228 ) $ 199,485 Other revenues — 98 700 356 (444 ) 710 Total revenues — 27,696 160,483 12,688 (672 ) 200,195 Cost of Sales Cost of sales (exclusive of depreciation shown below) — 11,796 68,148 4,448 (981 ) 83,411 Gross profit — 15,900 92,335 8,240 309 116,784 Operating Expenses Advertising and promotion — 1,881 25,251 2,803 — 29,935 General and administrative 1,370 1,789 13,463 1,513 — 18,135 Depreciation and amortization 1,013 151 4,794 113 — 6,071 Total operating expenses 2,383 3,821 43,508 4,429 — 54,141 Operating income (loss) (2,383 ) 12,079 48,827 3,811 309 62,643 Other (income) expense Interest income (12,141 ) (21,569 ) (1,124 ) (128 ) 34,931 (31 ) Interest expense 8,602 19,443 25,255 1,124 (34,931 ) 19,493 Equity in (income) loss of subsidiaries (27,711 ) (15,898 ) (2,033 ) — 45,642 — Total other (income) expense (31,250 ) (18,024 ) 22,098 996 45,642 19,462 Income (loss) before income taxes 28,867 30,103 26,729 2,815 (45,333 ) 43,181 Provision for income taxes 872 4,950 8,582 782 — 15,186 Net income (loss) $ 27,995 $ 25,153 $ 18,147 $ 2,033 $ (45,333 ) $ 27,995 Comprehensive income, net of tax: Currency translation adjustments 4,922 4,922 4,922 4,922 (14,766 ) 4,922 Total other comprehensive income (loss) 4,922 4,922 4,922 4,922 (14,766 ) 4,922 Comprehensive income (loss) $ 32,917 $ 30,075 $ 23,069 $ 6,955 $ (60,099 ) $ 32,917 Condensed Consolidating Statements of Income and Comprehensive Income Nine Months Ended December 31, 2015 (In thousands) Prestige Brands Holdings, Inc. Prestige Brands, Inc., the issuer Combined Subsidiary Guarantors Combined Non- Guarantor Subsidiaries Eliminations Consolidated Revenues Net sales $ — $ 83,438 $ 477,079 $ 37,945 $ (2,428 ) $ 596,034 Other revenues — 273 2,317 1,397 (1,629 ) 2,358 Total revenues — 83,711 479,396 39,342 (4,057 ) 598,392 Cost of Sales Cost of sales (exclusive of depreciation shown below) — 33,105 206,646 13,808 (4,127 ) 249,432 Gross profit — 50,606 272,750 25,534 70 348,960 Operating Expenses Advertising and promotion — 7,602 68,412 8,236 — 84,250 General and administrative 3,884 5,644 38,326 4,332 — 52,186 Depreciation and amortization 3,032 444 13,686 316 — 17,478 Total operating expenses 6,916 13,690 120,424 12,884 — 153,914 Operating income (loss) (6,916 ) 36,916 152,326 12,650 70 195,046 Other (income) expense Interest income (36,351 ) (64,584 ) (3,513 ) (366 ) 104,723 (91 ) Interest expense 26,056 61,654 75,604 3,513 (104,723 ) 62,104 Loss on extinguishment of debt — 451 — — — 451 Equity in (income) loss of subsidiaries (84,458 ) (52,599 ) (6,868 ) — 143,925 — Total other (income) expense (94,753 ) (55,078 ) 65,223 3,147 143,925 62,464 Income (loss) before income taxes 87,837 91,994 87,103 9,503 (143,855 ) 132,582 Provision for income taxes 1,866 13,867 28,243 2,635 — 46,611 Net income (loss) $ 85,971 $ 78,127 $ 58,860 $ 6,868 $ (143,855 ) $ 85,971 Comprehensive income, net of tax: Currency translation adjustments (6,562 ) (6,562 ) (6,562 ) (6,562 ) 19,686 (6,562 ) Total other comprehensive income (loss) (6,562 ) (6,562 ) (6,562 ) (6,562 ) 19,686 (6,562 ) Comprehensive income (loss) $ 79,409 $ 71,565 $ 52,298 $ 306 $ (124,169 ) $ 79,409 Condensed Consolidating Statements of Income and Comprehensive Income Three Months Ended December 31, 2014 (In thousands) Prestige Brands Holdings, Inc. Prestige Combined Subsidiary Guarantors Combined Non- Guarantor Subsidiaries Eliminations Consolidated Revenues Net sales $ — $ 27,937 $ 155,733 $ 14,273 $ (1,508 ) $ 196,435 Other revenues — 83 1,166 266 (344 ) 1,171 Total revenues — 28,020 156,899 14,539 (1,852 ) 197,606 Cost of Sales Cost of sales (exclusive of depreciation shown below) — 10,296 71,891 5,208 (1,534 ) 85,861 Gross profit — 17,724 85,008 9,331 (318 ) 111,745 Operating Expenses Advertising and promotion — 2,175 25,202 2,767 — 30,144 General and administrative 1,408 1,879 13,760 2,407 — 19,454 Depreciation and amortization 869 156 3,864 265 — 5,154 Total operating expenses 2,277 4,210 42,826 5,439 — 54,752 Operating income (loss) (2,277 ) 13,514 42,182 3,892 (318 ) 56,993 Other (income) expense Interest income (12,226 ) (21,602 ) (1,278 ) (15 ) 35,101 (20 ) Interest expense 8,611 24,612 25,212 1,278 (35,101 ) 24,612 Gain on sale of asset — — (1,133 ) — — (1,133 ) Equity in (income) loss of subsidiaries (20,462 ) (12,977 ) (1,654 ) — 35,093 — Total other (income) expense (24,077 ) (9,967 ) 21,147 1,263 35,093 23,459 Income (loss) before income taxes 21,800 23,481 21,035 2,629 (35,411 ) 33,534 Provision for income taxes 507 3,782 6,977 975 — 12,241 Net income (loss) $ 21,293 $ 19,699 $ 14,058 $ 1,654 $ (35,411 ) $ 21,293 Comprehensive income, net of tax: Currency translation adjustments (8,779 ) (8,779 ) (8,779 ) (8,779 ) 26,337 (8,779 ) Total other comprehensive income (loss) (8,779 ) (8,779 ) (8,779 ) (8,779 ) 26,337 (8,779 ) Comprehensive income (loss) $ 12,514 $ 10,920 $ 5,279 $ (7,125 ) $ (9,074 ) $ 12,514 Condensed Consolidating Statements of Income and Comprehensive Income Nine Months Ended December 31, 2014 (In thousands) Prestige Brands Holdings, Inc. Prestige Combined Subsidiary Guarantors Combined Non- Guarantor Subsidiaries Eliminations Consolidated Revenues Net sales $ — $ 80,514 $ 402,967 $ 40,436 $ (2,936 ) $ 520,981 Other revenues — 308 3,506 1,104 (1,322 ) 3,596 Total revenues — 80,822 406,473 41,540 (4,258 ) 524,577 Cost of Sales Cost of sales (exclusive of depreciation shown below) — 30,170 187,218 14,998 (3,962 ) 228,424 Gross profit — 50,652 219,255 26,542 (296 ) 296,153 Operating Expenses Advertising and promotion — 7,563 58,579 8,142 — 74,284 General and administrative 3,662 7,793 43,079 9,054 — 63,588 Depreciation and amortization 2,381 446 8,682 458 — 11,967 Total operating expenses 6,043 15,802 110,340 17,654 — 149,839 Operating income (loss) (6,043 ) 34,850 108,915 8,888 (296 ) 146,314 Other (income) expense Interest income (36,604 ) (52,546 ) (3,800 ) (55 ) 92,938 (67 ) Interest expense 25,788 57,505 63,350 3,800 (92,938 ) 57,505 Gain on sale of asset — — (1,133 ) — — (1,133 ) Equity in (income) loss of subsidiaries (53,718 ) (33,700 ) (2,565 ) — 89,983 — Total other (income) expense (64,534 ) (28,741 ) 55,852 3,745 89,983 56,305 Income (loss) before income taxes 58,491 63,591 53,063 5,143 (90,279 ) 90,009 Provision for income taxes 4,003 10,761 18,179 2,578 — 35,521 Net income (loss) $ 54,488 $ 52,830 $ 34,884 $ 2,565 $ (90,279 ) $ 54,488 Comprehensive income, net of tax: Currency translation adjustments (16,883 ) (16,883 ) (16,883 ) (16,883 ) 50,649 (16,883 ) Total other comprehensive income (loss) (16,883 ) (16,883 ) (16,883 ) (16,883 ) 50,649 (16,883 ) Comprehensive income (loss) $ 37,605 $ 35,947 $ 18,001 $ (14,318 ) $ (39,630 ) $ 37,605 Condensed Consolidating Balance Sheet December 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 $ 33,752 $ — $ — $ 15,221 $ — $ 48,973 Accounts receivable, net — 13,381 64,679 7,025 — 85,085 Inventories — 11,186 63,466 7,095 (1,076 ) 80,671 Deferred income tax assets 304 728 6,921 453 — 8,406 Prepaid expenses and other current assets 2,174 446 1,165 1,235 — 5,020 Total current assets 36,230 25,741 136,231 31,029 (1,076 ) 228,155 Property and equipment, net 9,383 227 2,085 607 — 12,302 Goodwill — 66,007 197,272 19,400 — 282,679 Intangible assets, net — 191,923 1,841,558 83,030 — 2,116,511 Other long-term assets — 1,352 — — — 1,352 Intercompany receivables 1,231,094 2,523,623 960,672 10,958 (4,726,347 ) — Investment in subsidiary 1,620,683 1,274,571 68,658 — (2,963,912 ) — Total Assets $ 2,897,390 $ 4,083,444 $ 3,206,476 $ 145,024 $ (7,691,335 ) $ 2,640,999 Liabilities and Stockholders' Equity Current liabilities Accounts payable $ 1,952 $ 5,668 $ 18,372 $ 2,547 $ — $ 28,539 Accrued interest payable — 9,359 — — — 9,359 Other accrued liabilities 10,276 2,132 31,852 4,563 — 48,823 Total current liabilities 12,228 17,159 50,224 7,110 — 86,721 Long-term debt Principal amount — 1,477,500 — — — 1,477,500 Less unamortized debt costs — (30,468 ) — — — (30,468 ) Long-term debt, net — 1,447,032 — — — 1,447,032 Deferred income tax liabilities — 59,256 324,211 18 — 383,485 Other long-term liabilities — — 2,664 159 — 2,823 Intercompany payables 2,164,224 1,010,637 1,478,338 73,148 (4,726,347 ) — Total Liabilities 2,176,452 2,534,084 1,855,437 80,435 (4,726,347 ) 1,920,061 Stockholders' Equity Common stock 530 — — — — 530 Additional paid-in capital 442,127 1,280,947 1,131,578 74,031 (2,486,556 ) 442,127 Treasury stock, at cost (5,121 ) — — — — (5,121 ) Accumulated other comprehensive income (loss), net of tax (29,974 ) (29,974 ) (29,974 ) (29,974 ) 89,922 (29,974 ) Retained earnings (accumulated deficit) 313,376 298,387 249,435 20,532 (568,354 ) 313,376 Total Stockholders' Equity 720,938 1,549,360 1,351,039 64,589 (2,964,988 ) 720,938 Total Liabilities and Stockholders' Equity $ 2,897,390 $ 4,083,444 $ 3,206,476 $ 145,024 $ (7,691,335 ) $ 2,640,999 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 Nine Months Ended December 31, 2015 (In thousands) Prestige Brands Holdings, Inc. Prestige Combined Subsidiary Guarantors Combined Non- Guarantor Subsidiaries Eliminations Consolidated Operating Activities Net income (loss) $ 85,971 $ 78,127 $ 58,860 $ 6,868 $ (143,855 ) $ 85,971 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 3,032 444 13,686 316 — 17,478 Deferred income taxes 148 164 31,301 (22 ) — 31,591 Amortization of debt origination costs — 5,433 — — — 5,433 Stock-based compensation costs 7,057 — — 41 — 7,098 Loss on extinguishment of debt — 451 — — — 451 Gain on sale or disposal of property and equipment — — — (36 ) — (36 ) Equity in income of subsidiaries (84,458 ) (52,599 ) (6,868 ) — 143,925 — Changes in operating assets and liabilities, net of effects from acquisitions: Accounts receivable — 1,158 2,188 (893 ) — 2,453 Inventories — (2,519 ) (3,014 ) (1,511 ) (70 ) (7,114 ) Prepaid expenses and other current assets 3,557 (305 ) 2,752 (532 ) — 5,472 Accounts payable (33 ) (1,161 ) (14,613 ) (1,746 ) — (17,553 ) Accrued liabilities (102 ) (1,636 ) 5,439 1,506 — 5,207 Net cash provided by operating activities 15,172 27,557 89,731 3,991 — 136,451 Investing Activities Purchases of property and equipment (1,741 ) (93 ) (212 ) (494 ) (2,540 ) Proceeds from the sale of property and equipment — — — 344 — 344 Proceeds from Insight Pharmaceuticals working capital arbitration settlement — — 7,237 — — 7,237 Net cash provided by (used in) investing activities (1,741 ) (93 ) 7,025 (150 ) — 5,041 Financing Activities Term loan repayments — (50,000 ) — — — (50,000 ) Borrowings under revolving credit agreement — 15,000 — — — 15,000 Repayments under revolving credit agreement — (81,100 ) — — — (81,100 ) Payments of debt origination costs — (4,211 ) — — — (4,211 ) Proceeds from exercise of stock options 6,600 — — — — 6,600 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 2,127 92,847 (96,756 ) 1,782 — — Net cash (used in) provided by financing activities 8,934 (27,464 ) (96,756 ) 1,782 — (113,504 ) Effect of exchange rate changes on cash and cash equivalents — — — (333 ) — (333 ) Increase in cash and cash equivalents 22,365 — — 5,290 — 27,655 Cash and cash equivalents - beginning of period 11,387 — — 9,931 — 21,318 Cash and cash equivalents - end of period $ 33,752 $ — $ — $ 15,221 $ — $ 48,973 Condensed Consolidating Statement of Cash Flows Nine Months Ended December 31, 2014 (In thousands) Prestige Brands Holdings, Inc. Prestige Combined Subsidiary Guarantors Combined Non-Guarantor Subsidiaries Eliminations Consolidated Operating Activities Net income (loss) $ 54,488 $ 52,830 $ 34,884 $ 2,565 $ (90,279 ) $ 54,488 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 2,381 446 8,682 458 — 11,967 Gain on sale of asset — — (1,133 ) — — (1,133 ) Deferred income taxes (69 ) 1,814 17,900 (128 ) — 19,517 Amortization of debt origination costs — 5,904 — — — 5,904 Stock-based compensation costs 4,919 — — — — 4,919 Lease termination costs — — 1,125 — — 1,125 Loss on sale or disposal of equipment — — — 321 — 321 Equity in income of subsidiaries (53,718 ) (33,700 ) (2,565 ) — 89,983 — Changes in operating assets and liabilities, net of effects from acquisitions: Accounts receivable 466 (131 ) 6,556 (4,778 ) — 2,113 Inventories — 5,381 8,109 692 296 14,478 Prepaid expenses and other current assets 5,821 (140 ) 2,070 (153 ) — 7,598 Accounts payable (2,460 ) (2,652 ) (21,748 ) 1,408 — (25,452 ) Accrued liabilities 1,010 2,392 2,978 1,917 — 8,297 Net cash provided by operating activities 12,838 32,144 56,858 2,302 — 104,142 Investing Activities Purchases of property and equipment (3,167 ) — (419 ) (114 ) — (3,700 ) Proceeds from sale of business — — 18,500 — — 18,500 Proceeds from sale of asset — — 10,000 — — 10,000 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) provided by investing activities (3,167 ) (809,157 ) 9,581 (114 ) — (802,857 ) Financing Activities Term loan borrowings — 720,000 — — — 720,000 Term loan repayments — (80,000 ) — — — (80,000 ) 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 3,654 — — — — 3,654 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 (1,688 ) — — — — (1,688 ) Intercompany activity, net (23,093 ) 86,985 (65,950 ) 2,058 — — Net cash provided by (used in) financing activities (20,040 ) 777,013 (65,950 ) 2,058 — 693,081 Effect of exchange rate changes on cash and cash equivalents — — — (746 ) — (746 ) (Decrease) increase in cash and cash equivalents (10,369 ) — 489 3,500 — (6,380 ) Cash and cash equivalents - beginning of period 24,644 — — 3,687 — 28,331 Cash and cash equivalents - end of period $ 14,275 $ — $ 489 $ 7,187 $ — $ 21,951 |