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 December 31, 2016 and March 31, 2016 , Condensed Consolidating Statements of Income and Comprehensive Income for the three and nine months ended December 31, 2016 and 2015 , and Condensed Consolidating Statements of Cash Flows for the nine months ended December 31, 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. In the second quarter of fiscal 2017, the Company determined that it had incorrectly recorded certain intercompany transactions relating to the first quarter of fiscal 2017 in the condensed consolidating financial statements. This resulted in an overstatement of equity in earnings of subsidiaries for Prestige Brands, Inc. (the “Issuer”) of $44.6 million and a net understatement of equity in earnings of subsidiaries for the eliminations of $44.6 million for the three months ended June 30, 2016.This item also resulted in corresponding adjustments to the investments in subsidiaries on the condensed consolidating balance sheet as of June 30, 2016 and adjustments to net income (loss) and equity in income of subsidiaries in the condensed consolidating statement of cash flows, although net cash provided by (used in) operating activities for the three months ended June 30, 2016 remained unchanged. These errors had no impact to the Company's consolidated balance sheet, consolidated statement of income or consolidated statement of cash flows. The Company assessed the materiality of these errors on the previously issued interim financial statements in accordance with SEC Staff Accounting Bulletin No. 99 and No. 108, and concluded that the errors were not material to the consolidated financial statements for the three months ended June 30, 2016. The Company appropriately reflected the intercompany transactions in the condensed consolidating financial statements for the six months ended September 30, 2016 and plans to revise the comparative presentation of the condensed consolidating financial statements for the period ended June 30, 2016 in future filings. Condensed Consolidating Statements of Income and Comprehensive Income Three Months Ended December 31, 2016 (In thousands) Prestige Brands Holdings, Inc. Prestige Brands, Inc., the issuer Combined Subsidiary Guarantors Combined Non- Guarantor Subsidiaries Eliminations Consolidated Revenues Net sales $ — $ 29,156 $ 172,216 $ 16,184 $ (824 ) $ 216,732 Other revenues — 76 31 329 (405 ) 31 Total revenues — 29,232 172,247 16,513 (1,229 ) 216,763 Cost of Sales Cost of sales (exclusive of depreciation shown below) — 12,179 74,494 6,684 (1,141 ) 92,216 Gross profit — 17,053 97,753 9,829 (88 ) 124,547 Operating Expenses Advertising and promotion — 3,009 24,266 3,407 — 30,682 General and administrative 2,486 2,004 15,644 1,997 — 22,131 Depreciation and amortization 722 154 4,860 116 — 5,852 Gain on divestitures — — (3,405 ) — — (3,405 ) Total operating expenses 3,208 5,167 41,365 5,520 — 55,260 Operating income (loss) (3,208 ) 11,886 56,388 4,309 (88 ) 69,287 Other (income) expense Interest income (12,056 ) (21,422 ) (1,299 ) (160 ) 34,891 (46 ) Interest expense 8,495 18,598 25,099 1,299 (34,891 ) 18,600 Equity in (income) loss of subsidiaries (32,821 ) (23,629 ) (2,089 ) — 58,539 — Total other expense (income) (36,382 ) (26,453 ) 21,711 1,139 58,539 18,554 Income (loss) before income taxes 33,174 38,339 34,677 3,170 (58,627 ) 50,733 Provision for income taxes 1,533 5,087 11,391 1,081 — 19,092 Net income (loss) $ 31,641 $ 33,252 $ 23,286 $ 2,089 $ (58,627 ) $ 31,641 Comprehensive (loss) income, net of tax: Currency translation adjustments (8,736 ) (8,736 ) (8,736 ) (8,736 ) 26,208 (8,736 ) Total other comprehensive (loss) income (8,736 ) (8,736 ) (8,736 ) (8,736 ) 26,208 (8,736 ) Comprehensive (loss) income $ 22,905 $ 24,516 $ 14,550 $ (6,647 ) $ (32,419 ) $ 22,905 Condensed Consolidating Statements of Income and Comprehensive Income Nine Months Ended December 31, 2016 (In thousands) Prestige Brands Holdings, Inc. Prestige Brands, Inc., the issuer Combined Subsidiary Guarantors Combined Non- Guarantor Subsidiaries Eliminations Consolidated Revenues Net sales $ — $ 83,128 $ 512,212 $ 47,368 $ (2,189 ) $ 640,519 Other revenues — 223 865 1,309 (1,526 ) 871 Total revenues — 83,351 513,077 48,677 (3,715 ) 641,390 Cost of Sales Cost of sales (exclusive of depreciation shown below) — 35,331 220,336 19,162 (3,542 ) 271,287 Gross profit — 48,020 292,741 29,515 (173 ) 370,103 Operating Expenses Advertising and promotion — 11,505 66,689 8,715 — 86,909 General and administrative 6,224 5,954 43,260 4,945 — 60,383 Depreciation and amortization 2,474 456 15,410 360 — 18,700 Loss on divestitures — — 51,552 — — 51,552 Total operating expenses 8,698 17,915 176,911 14,020 — 217,544 Operating income (loss) (8,698 ) 30,105 115,830 15,495 (173 ) 152,559 Other (income) expense Interest income (36,100 ) (64,143 ) (3,865 ) (475 ) 104,434 (149 ) Interest expense 25,437 60,654 75,138 3,865 (104,434 ) 60,660 Equity in (income) loss of subsidiaries (59,111 ) (37,390 ) (8,766 ) — 105,267 — Total other expense (income) (69,774 ) (40,879 ) 62,507 3,390 105,267 60,511 Income (loss) before income taxes 61,076 70,984 53,323 12,105 (105,440 ) 92,048 Provision for income taxes 2,771 11,791 15,842 3,339 — 33,743 Net income (loss) $ 58,305 $ 59,193 $ 37,481 $ 8,766 $ (105,440 ) $ 58,305 Comprehensive (loss) income, net of tax: Currency translation adjustments (11,857 ) (11,857 ) (11,857 ) (11,857 ) 35,571 (11,857 ) Total other comprehensive (loss) income (11,857 ) (11,857 ) (11,857 ) (11,857 ) 35,571 (11,857 ) Comprehensive (loss) income $ 46,448 $ 47,336 $ 25,624 $ (3,091 ) $ (69,869 ) $ 46,448 Condensed Consolidating Statements of Income and Comprehensive Income Three Months Ended December 31, 2015 (In thousands) Prestige Brands Holdings, Inc. Prestige 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 (loss) income, net of tax: Currency translation adjustments 4,922 4,922 4,922 4,922 (14,766 ) 4,922 Total other comprehensive (loss) income 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 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 (loss) income, net of tax: Currency translation adjustments (6,562 ) (6,562 ) (6,562 ) (6,562 ) 19,686 (6,562 ) Total other comprehensive (loss) income (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 Balance Sheet December 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 $ 36,821 $ — $ 202 $ 26,266 $ — $ 63,289 Accounts receivable, net — 12,291 79,927 12,170 — 104,388 Inventories — 16,758 75,522 9,351 (705 ) 100,926 Deferred income tax assets 2,372 918 8,624 688 — 12,602 Prepaid expenses and other current assets 1,611 158 7,464 772 — 10,005 Total current assets 40,804 30,125 171,739 49,247 (705 ) 291,210 Property and equipment, net 7,595 315 4,478 477 — 12,865 Goodwill — 66,007 258,252 21,226 — 345,485 Intangible assets, net — 191,387 1,882,242 82,749 — 2,156,378 Other long-term assets 2,500 2,414 — — — 4,914 Intercompany receivables 1,451,328 2,518,756 1,670,364 14,432 (5,654,880 ) — Investment in subsidiary 1,690,523 1,553,251 76,662 — (3,320,436 ) — Total Assets $ 3,192,750 $ 4,362,255 $ 4,063,737 $ 168,131 $ (8,976,021 ) $ 2,810,852 Liabilities and Stockholders' Equity Current liabilities Accounts payable $ 2,822 $ 9,418 $ 29,964 $ 3,046 $ — $ 45,250 Accrued interest payable — 8,399 — — — 8,399 Other accrued liabilities 13,722 2,721 55,162 7,070 — 78,675 Total current liabilities 16,544 20,538 85,126 10,116 — 132,324 Long-term debt Principal amount — 1,437,000 — — — 1,437,000 Less unamortized debt costs — (21,421 ) — — — (21,421 ) Long-term debt, net — 1,415,579 — — — 1,415,579 Deferred income tax liabilities — 61,047 398,380 353 — 459,780 Other long-term liabilities — — 3,264 48 — 3,312 Intercompany payables 2,376,349 1,249,872 1,945,431 83,228 (5,654,880 ) — Total Liabilities 2,392,893 2,747,036 2,432,201 93,745 (5,654,880 ) 2,010,995 Stockholders' Equity Common stock 532 — — — — 532 Additional paid-in capital 455,684 1,280,947 1,359,921 78,774 (2,719,642 ) 455,684 Treasury stock, at cost (6,594 ) — — — — (6,594 ) Accumulated other comprehensive (loss) income, net of tax (35,382 ) (35,382 ) (35,382 ) (35,382 ) 106,146 (35,382 ) Retained earnings (accumulated deficit) 385,617 369,654 306,997 30,994 (707,645 ) 385,617 Total Stockholders' Equity 799,857 1,615,219 1,631,536 74,386 (3,321,141 ) 799,857 Total Liabilities and Stockholders' Equity $ 3,192,750 $ 4,362,255 $ 4,063,737 $ 168,131 $ (8,976,021 ) $ 2,810,852 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 Nine Months Ended December 31, 2016 (In thousands) Prestige Brands Holdings, Inc. Prestige Combined Subsidiary Guarantors Combined Non- Guarantor Subsidiaries Eliminations Consolidated Operating Activities Net income (loss) $ 58,305 $ 59,193 $ 37,481 $ 8,766 $ (105,440 ) $ 58,305 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 2,474 456 15,410 360 — 18,700 Loss on divestitures and sales of property and equipment — 51,807 — — 51,807 Deferred income taxes (2,056 ) 493 (11,101 ) 134 — (12,530 ) Amortization of debt origination costs — 6,129 — — — 6,129 Stock-based compensation costs 6,260 — — — — 6,260 Equity in income of subsidiaries (59,111 ) (37,390 ) (8,766 ) — 105,267 — Changes in operating assets and liabilities, net of effects from acquisitions: Accounts receivable — (266 ) (5,481 ) (6,627 ) — (12,374 ) Inventories — (7,347 ) (9,409 ) (6 ) 173 (16,589 ) Prepaid expenses and other current assets 11,200 99 (525 ) 375 — 11,149 Accounts payable (118 ) 1,775 5,981 (470 ) — 7,168 Accrued liabilities 1,437 742 20,995 (851 ) — 22,323 Net cash provided by operating activities 18,391 23,884 96,392 1,681 — 140,348 Investing Activities Purchases of property and equipment (890 ) (158 ) (785 ) (102 ) — (1,935 ) Proceeds from divestitures — — 110,717 — — 110,717 Proceeds from the sales of property and equipment — — 85 — — 85 Proceeds from DenTek working capital arbitration settlement — — 1,419 — — 1,419 Net cash provided by (used in) investing activities (890 ) (158 ) 111,436 (102 ) — 110,286 Financing Activities Term loan repayments — (130,500 ) — — — (130,500 ) Borrowings under revolving credit agreement — 20,000 — — — 20,000 Repayments under revolving credit agreement — (105,000 ) — — — (105,000 ) Payments of debt origination costs — (9 ) — — — (9 ) Proceeds from exercise of stock options 3,444 — — — — 3,444 Excess tax benefits from share-based awards 800 — — — — 800 Fair value of shares surrendered as payment of tax withholding (1,431 ) — — — — (1,431 ) Intercompany activity, net 12,067 191,783 (210,525 ) 6,675 — — Net cash (used in) provided by financing activities 14,880 (23,726 ) (210,525 ) 6,675 — (212,696 ) Effect of exchange rate changes on cash and cash equivalents — — — (1,879 ) — (1,879 ) Increase (decrease) in cash and cash equivalents 32,381 — (2,697 ) 6,375 — 36,059 Cash and cash equivalents - beginning of period 4,440 — 2,899 19,891 — 27,230 Cash and cash equivalents - end of period $ 36,821 $ — $ 202 $ 26,266 $ — $ 63,289 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 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 |