Condensed Consolidating Financial Statements | Condensed Consolidating Financial Statements As described in Note 10, 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 2016 Senior Notes and the 2013 Senior Notes, including the obligation to pay principal and interest with respect to the 2016 Senior Notes and the 2013 Senior Notes. The 100% owned subsidiaries of the Company that have guaranteed the 2016 Senior Notes and the 2013 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, Practical Health Products, Inc., and DenTek Holdings, 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 2016 Senior Notes and the 2013 Senior Notes. Although holders of the 2016 Senior Notes and the 2013 Senior Notes will be direct creditors of the guarantors of the 2016 Senior Notes and the 2013 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 2016 Senior Notes or the 2013 Senior Notes, and such subsidiaries will not be obligated with respect to the 2016 Senior Notes or the 2013 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 2016 Senior Notes and the 2013 Senior Notes. Presented below are supplemental Condensed Consolidating Balance Sheets as of June 30, 2016 and March 31, 2016 , Condensed Consolidating Statements of Operations and Comprehensive Income for the three months ended June 30, 2016 and 2015 , and Condensed Consolidating Statements of Cash Flows for the three months ended June 30, 2016 and 2015 . 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 Operations and Comprehensive Income Three Months Ended June 30, 2016 (In thousands) Prestige Brands Holdings, Inc. Prestige Brands, Inc., the issuer Combined Subsidiary Guarantors Combined Non- Guarantor Subsidiaries Eliminations Consolidated Revenues Net sales $ — $ 27,959 $ 168,205 $ 13,826 $ (1,220 ) $ 208,770 Other revenues — 75 801 486 (557 ) 805 Total revenues — 28,034 169,006 14,312 (1,777 ) 209,575 Cost of Sales Cost of sales (exclusive of depreciation shown below) — 12,086 71,462 6,000 (1,564 ) 87,984 Gross profit — 15,948 97,544 8,312 (213 ) 121,591 Operating Expenses Advertising and promotion — 4,745 20,804 2,086 — 27,635 General and administrative 1,937 2,188 14,314 1,018 — 19,457 Depreciation and amortization 920 151 5,633 128 — 6,832 Loss on sale of assets — — 55,453 — — 55,453 Total operating expenses 2,857 7,084 96,204 3,232 — 109,377 Operating income (loss) (2,857 ) 8,864 1,340 5,080 (213 ) 12,214 Other (income) expense Interest income (11,967 ) (21,262 ) (1,274 ) (159 ) 34,605 (57 ) Interest expense 8,440 21,174 24,901 1,274 (34,605 ) 21,184 Equity in (income) loss of subsidiaries 5,738 (31,333 ) (3,076 ) — 28,671 — Total other expense (income) 2,211 (31,421 ) 20,551 1,115 28,671 21,127 (Loss) income before income taxes (5,068 ) 40,285 (19,211 ) 3,965 (28,884 ) (8,913 ) (Benefit) provision for income taxes 463 3,178 (7,912 ) 889 — (3,382 ) Net (loss) income $ (5,531 ) $ 37,107 $ (11,299 ) $ 3,076 $ (28,884 ) $ (5,531 ) Comprehensive (loss) income, net of tax: Currency translation adjustments (5,824 ) (5,824 ) (5,824 ) (5,824 ) 17,472 (5,824 ) Total other comprehensive (loss) income (5,824 ) (5,824 ) (5,824 ) (5,824 ) 17,472 (5,824 ) Comprehensive (loss) income $ (11,355 ) $ 31,283 $ (17,123 ) $ (2,748 ) $ (11,412 ) $ (11,355 ) Condensed Consolidating Statements of Income and Comprehensive Income Three Months Ended June 30, 2015 (In thousands) Prestige Brands Holdings, Inc. Prestige 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 Balance Sheet June 30, 2016 (In thousands) Prestige Brands Holdings, Inc. Prestige Combined Subsidiary Guarantors Combined Non- Guarantor Subsidiaries Eliminations Consolidated Assets Current assets Cash and cash equivalents $ 5,311 $ — $ 2,278 $ 21,288 $ — $ 28,877 Accounts receivable, net — 10,167 69,646 8,624 — 88,437 Inventories — 10,017 73,711 9,884 (745 ) 92,867 Deferred income tax assets 325 826 8,812 739 — 10,702 Prepaid expenses and other current assets 9,012 538 8,365 815 — 18,730 Assets held for sale — — 41,745 — — 41,745 Total current assets 14,648 21,548 204,557 41,350 (745 ) 281,358 Property and equipment, net 8,624 216 5,641 599 — 15,080 Goodwill — 66,007 268,490 22,028 — 356,525 Intangible assets, net — 191,655 1,946,309 85,595 — 2,223,559 Other long-term assets — 1,918 — — — 1,918 Intercompany receivables 1,460,733 2,664,832 1,249,875 11,046 (5,386,486 ) — Investment in subsidiary 1,631,033 1,553,227 77,679 — (3,261,939 ) — Total Assets $ 3,115,038 $ 4,499,403 $ 3,752,551 $ 160,618 $ (8,649,170 ) $ 2,878,440 Liabilities and Stockholders' Equity Current liabilities Accounts payable $ 1,384 $ 6,922 $ 24,731 $ 1,975 $ — $ 35,012 Accrued interest payable — 9,216 — — — 9,216 Other accrued liabilities 7,991 2,137 39,617 6,168 — 55,913 Total current liabilities 9,375 18,275 64,348 8,143 — 100,141 Long-term debt Principal amount — 1,602,500 — — — 1,602,500 Less unamortized debt costs — (25,086 ) — — — (25,086 ) Long-term debt, net — 1,577,414 — — — 1,577,414 Deferred income tax liabilities — 60,847 399,323 387 — 460,557 Other long-term liabilities — — 2,682 165 — 2,847 Intercompany payables 2,368,182 1,243,701 1,697,409 77,194 (5,386,486 ) — Total Liabilities 2,377,557 2,900,237 2,163,762 85,889 (5,386,486 ) 2,140,959 Stockholders' Equity Common stock 532 — — — — 532 Additional paid-in capital 451,075 1,280,947 1,359,921 78,774 (2,719,642 ) 451,075 Treasury stock, at cost (6,558 ) — — — — (6,558 ) Accumulated other comprehensive (loss) income, net of tax (29,349 ) (29,349 ) (29,349 ) (29,349 ) 88,047 (29,349 ) Retained earnings (accumulated deficit) 321,781 347,568 258,217 25,304 (631,089 ) 321,781 Total Stockholders' Equity 737,481 1,599,166 1,588,789 74,729 (3,262,684 ) 737,481 Total Liabilities and Stockholders' Equity $ 3,115,038 $ 4,499,403 $ 3,752,551 $ 160,618 $ (8,649,170 ) $ 2,878,440 Condensed Consolidating Balance Sheet March 31, 2016 (In thousands) Prestige Brands Holdings, Inc. Prestige Combined Subsidiary Guarantors Combined Non- Guarantor Subsidiaries Eliminations Consolidated Assets Current assets Cash and cash equivalents $ 4,440 $ — $ 2,899 $ 19,891 $ — $ 27,230 Accounts receivable, net — 12,025 74,446 8,776 — 95,247 Inventories — 9,411 72,296 10,088 (532 ) 91,263 Deferred income tax assets 316 681 8,293 818 — 10,108 Prepaid expenses and other current assets 15,311 257 8,379 1,218 — 25,165 Total current assets 20,067 22,374 166,313 40,791 (532 ) 249,013 Property and equipment, net 9,166 210 5,528 636 — 15,540 Goodwill — 66,007 271,409 22,775 — 360,191 Intangible assets, net — 191,789 2,042,640 88,294 — 2,322,723 Other long-term assets — 1,324 — — — 1,324 Intercompany receivables 1,457,011 2,703,192 1,083,488 10,738 (5,254,429 ) — Investment in subsidiary 1,641,477 1,527,718 81,545 — (3,250,740 ) — Total Assets $ 3,127,721 $ 4,512,614 $ 3,650,923 $ 163,234 $ (8,505,701 ) $ 2,948,791 Liabilities and Stockholders' Equity Current liabilities Accounts payable $ 2,914 $ 7,643 $ 24,437 $ 3,302 $ — $ 38,296 Accrued interest payable — 8,664 — — — 8,664 Other accrued liabilities 12,285 1,714 38,734 6,991 — 59,724 Total current liabilities 15,199 18,021 63,171 10,293 — 106,684 Long-term debt Principal amount — 1,652,500 — — — 1,652,500 Less unamortized debt costs — (27,191 ) — — — (27,191 ) Long-term debt, net — 1,625,309 — — — 1,625,309 Deferred income tax liabilities — 60,317 408,893 412 — 469,622 Other long-term liabilities — — 2,682 158 — 2,840 Intercompany payables 2,368,186 1,241,084 1,570,265 74,894 (5,254,429 ) — Total Liabilities 2,383,385 2,944,731 2,045,011 85,757 (5,254,429 ) 2,204,455 Stockholders' Equity Common stock 530 — — — — 530 Additional paid-in capital 445,182 1,280,947 1,359,921 78,774 (2,719,642 ) 445,182 Treasury stock, at cost (5,163 ) — — — — (5,163 ) Accumulated other comprehensive income (loss), net of tax (23,525 ) (23,525 ) (23,525 ) (23,525 ) 70,575 (23,525 ) Retained earnings (accumulated deficit) 327,312 310,461 269,516 22,228 (602,205 ) 327,312 Total Stockholders' Equity 744,336 1,567,883 1,605,912 77,477 (3,251,272 ) 744,336 Total Liabilities and Stockholders' Equity $ 3,127,721 $ 4,512,614 $ 3,650,923 $ 163,234 $ (8,505,701 ) $ 2,948,791 Condensed Consolidating Statement of Cash Flows Three Months Ended June 30, 2016 (In thousands) Prestige Brands Holdings, Inc. Prestige Combined Subsidiary Guarantors Combined Non- Guarantor Subsidiaries Eliminations Consolidated Operating Activities Net (loss) income $ (5,531 ) $ 37,107 $ (11,299 ) $ 3,076 $ (28,884 ) $ (5,531 ) Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation and amortization 920 151 5,633 128 — 6,832 Loss on sale of assets — — 55,453 — — 55,453 Deferred income taxes (9 ) 385 (10,089 ) 53 — (9,660 ) Amortization of debt origination costs — 2,231 — — — 2,231 Stock-based compensation costs 1,940 — — — — 1,940 Equity in income of subsidiaries 5,738 (31,333 ) (3,076 ) — 28,671 — Changes in operating assets and liabilities, net of effects from acquisitions: Accounts receivable — 1,858 4,800 (1,507 ) — 5,151 Inventories — (606 ) (3,835 ) (99 ) 213 (4,327 ) Prepaid expenses and other current assets 6,299 (281 ) (697 ) 376 — 5,697 Accounts payable (1,556 ) (721 ) 109 (1,233 ) — (3,401 ) Accrued liabilities (4,294 ) 975 261 (576 ) — (3,634 ) Net cash provided by operating activities 3,507 9,766 37,260 218 — 50,751 Investing Activities Purchases of property and equipment (225 ) (23 ) (596 ) (51 ) — (895 ) Net cash used in investing activities (225 ) (23 ) (596 ) (51 ) — (895 ) Financing Activities Term loan repayments — (50,000 ) — — — (50,000 ) Payments of debt origination costs — (9 ) — — — (9 ) Proceeds from exercise of stock options 3,405 — — — — 3,405 Excess tax benefits from share-based awards 550 — — — — 550 Fair value of shares surrendered as payment of tax withholding (1,395 ) — — — — (1,395 ) Intercompany activity, net (4,971 ) 40,266 (37,285 ) 1,990 — — Net cash (used in) provided by financing activities (2,411 ) (9,743 ) (37,285 ) 1,990 — (47,449 ) Effect of exchange rate changes on cash and cash equivalents — — — (760 ) — (760 ) Increase (decrease) in cash and cash equivalents 871 — (621 ) 1,397 — 1,647 Cash and cash equivalents - beginning of period 4,440 — 2,899 19,891 — 27,230 Cash and cash equivalents - end of period $ 5,311 $ — $ 2,278 $ 21,288 $ — $ 28,877 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 (used in) provided by financing activities 2,008 (12,025 ) (33,616 ) 746 — (42,887 ) Effect of exchange rate changes on cash and cash equivalents — — — 82 — 82 Increase (decrease) 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 |