Condensed Consolidating Financial Statements | Condensed Consolidating Financial Statements 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., Medtech Personal Products Corporation, The Spic and Span Company, Blacksmith Brands, Inc., Insight Pharmaceuticals Corporation, Insight Pharmaceuticals, LLC, Practical Health Products, Inc., DenTek Holdings, Inc., C.B. Fleet Topco, LLC, C.B. Fleet Holdco, LLC, C.B.Fleet, LLC, C.B. Fleet Company, Incorporated, Peaks HBC Company, Inc., C.B. Fleet Investment Corporation, C.B.Fleet International, Inc., C.B. Fleet Holding Company, Incorporated, Medtech Online, Inc. and DenTek Oral Care, 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, Singapore 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, 2017 and March 31, 2017 , Condensed Consolidating Statements of Income and Comprehensive Income for the three months ended June 30, 2017 and 2016 , and Condensed Consolidating Statements of Cash Flows for the three months ended June 30, 2017 and 2016 . 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 Condensed 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. 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 condensed 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 we revised the comparative presentation of the condensed consolidating financial statements for the period ended June 30, 2016 below. Condensed Consolidating Statements of Income and Comprehensive Income Three Months Ended June 30, 2017 (In thousands) Prestige Brands Holdings, Inc. Prestige Brands, Inc., the issuer Combined Subsidiary Guarantors Combined Non- Guarantor Subsidiaries Eliminations Consolidated Revenues Net sales $ — $ 26,683 $ 212,912 $ 18,321 $ (1,429 ) $ 256,487 Other revenues — 63 248 517 (742 ) 86 Total revenues — 26,746 213,160 18,838 (2,171 ) 256,573 Cost of Sales Cost of sales excluding depreciation — 11,021 94,783 8,559 (2,606 ) 111,757 Cost of sales depreciation — — 1,340 — — 1,340 Cost of sales — 11,021 96,123 8,559 (2,606 ) 113,097 Gross profit — 15,725 117,037 10,279 435 143,476 Operating Expenses Advertising and promotion — 4,270 29,029 3,645 — 36,944 General and administrative 1,186 2,703 14,421 2,026 — 20,336 Depreciation and amortization 813 166 5,945 243 — 7,167 Total operating expenses 1,999 7,139 49,395 5,914 — 64,447 Operating income (loss) (1,999 ) 8,586 67,642 4,365 435 79,029 Other (income) expense Interest income (11,886 ) (21,117 ) (1,385 ) (998 ) 35,317 (69 ) Interest expense 8,374 26,408 25,560 1,385 (35,317 ) 26,410 Equity in (income) loss of subsidiaries (33,265 ) (31,754 ) (3,136 ) — 68,155 — Total other expense (income) (36,777 ) (26,463 ) 21,039 387 68,155 26,341 Income (loss) before income taxes 34,778 35,049 46,603 3,978 (67,720 ) 52,688 Provision for income taxes 1,019 1,203 15,865 842 — 18,929 Net income (loss) $ 33,759 $ 33,846 $ 30,738 $ 3,136 $ (67,720 ) $ 33,759 Comprehensive income (loss), net of tax: Currency translation adjustments 1,119 1,119 1,119 1,119 (3,357 ) 1,119 Unrecognized net gain (loss) on pension plans 1 1 1 — (2 ) 1 Total other comprehensive income (loss) 1,120 1,120 1,120 1,119 (3,359 ) 1,120 Comprehensive income (loss) $ 34,879 $ 34,966 $ 31,858 $ 4,255 $ (71,079 ) $ 34,879 Condensed Consolidating Statements of Income and Comprehensive Income Three Months Ended June 30, 2016 (In thousands) Prestige Brands Holdings, Inc. Prestige 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 — 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 divestitures — — 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 13,259 (3,076 ) — (15,921 ) — Total other (income) expense 2,211 13,171 20,551 1,115 (15,921 ) 21,127 (Loss) income before income taxes (5,068 ) (4,307 ) (19,211 ) 3,965 15,708 (8,913 ) (Benefit) provision for income taxes 463 3,178 (7,912 ) 889 — (3,382 ) Net (loss) income $ (5,531 ) $ (7,485 ) $ (11,299 ) $ 3,076 $ 15,708 $ (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 ) $ (13,309 ) $ (17,123 ) $ (2,748 ) $ 33,180 $ (11,355 ) Condensed Consolidating Balance Sheet June 30, 2017 (In thousands) Prestige Brands Holdings, Inc. Prestige Combined Subsidiary Guarantors Combined Non- Guarantor Subsidiaries Eliminations Consolidated Assets Current assets Cash and cash equivalents $ 6,176 $ — $ 4,467 $ 33,492 $ — $ 44,135 Accounts receivable, net — 12,684 106,028 16,013 — 134,725 Inventories — 16,399 92,857 9,979 (528 ) 118,707 Prepaid expenses and other current assets 6,295 848 21,921 1,594 — 30,658 Total current assets 12,471 29,931 225,273 61,078 (528 ) 328,225 Property, plant and equipment, net 7,148 407 42,354 560 — 50,469 Goodwill — 66,007 516,691 32,753 — 615,451 Intangible assets, net — 191,119 2,616,653 90,501 — 2,898,273 Other long-term assets 2,500 2,675 1,151 817 — 7,143 Intercompany receivables 1,524,730 2,434,924 2,020,627 195,602 (6,175,883 ) — Investment in subsidiary 1,742,236 2,430,790 281,433 — (4,454,459 ) — Total Assets $ 3,289,085 $ 5,155,853 $ 5,704,182 $ 381,311 $ (10,630,870 ) $ 3,899,561 Liabilities and Stockholders' Equity Current liabilities Accounts payable $ 2,461 $ 11,247 $ 45,194 $ 3,836 $ — $ 62,738 Accrued interest payable — 8,414 — — — 8,414 Other accrued liabilities 8,076 2,840 65,109 6,440 — 82,465 Total current liabilities 10,537 22,501 110,303 10,276 — 153,617 Long-term debt Principal amount — 2,172,000 — — — 2,172,000 Less unamortized debt costs — (26,591 ) — — — (26,591 ) Long-term debt, net — 2,145,409 — — — 2,145,409 Deferred income tax liabilities — 58,206 666,158 181 — 724,545 Other long-term liabilities — — 17,382 61 — 17,443 Intercompany payables 2,420,001 1,261,252 2,402,936 91,694 (6,175,883 ) — Total Liabilities 2,430,538 3,487,368 3,196,779 102,212 (6,175,883 ) 3,041,014 Stockholders' Equity Common stock 533 — — — — 533 Additional paid-in capital 460,401 1,280,947 2,183,644 269,234 (3,733,825 ) 460,401 Treasury stock, at cost (7,621 ) — — — — (7,621 ) Accumulated other comprehensive (loss) income, net of tax (25,232 ) (25,232 ) (25,232 ) (24,980 ) 75,444 (25,232 ) Retained earnings (accumulated deficit) 430,466 412,770 348,991 34,845 (796,606 ) 430,466 Total Stockholders' Equity 858,547 1,668,485 2,507,403 279,099 (4,454,987 ) 858,547 Total Liabilities and Stockholders' Equity $ 3,289,085 $ 5,155,853 $ 5,704,182 $ 381,311 $ (10,630,870 ) $ 3,899,561 Condensed Consolidating Balance Sheet March 31, 2017 (In thousands) Prestige Brands Holdings, Inc. Prestige Combined Subsidiary Guarantors Combined Non- Guarantor Subsidiaries Eliminations Consolidated Assets Current assets Cash and cash equivalents $ 6,168 $ — $ 4,984 $ 30,703 $ — $ 41,855 Accounts receivable, net — 15,787 105,403 15,552 — 136,742 Inventories — 16,484 89,255 10,833 (963 ) 115,609 Prepaid expenses and other current assets 15,072 245 23,444 1,467 — 40,228 Total current assets 21,240 32,516 223,086 58,555 (963 ) 334,434 Property, plant and equipment, net 7,300 439 42,260 596 — 50,595 Goodwill — 66,007 516,691 32,554 — 615,252 Intangible assets, net — 191,253 2,622,226 90,134 — 2,903,613 Other long-term assets 2,500 2,774 1,170 1,010 — 7,454 Intercompany receivables 1,510,308 2,477,928 1,832,286 193,609 (6,014,131 ) — Investment in subsidiary 1,708,095 2,397,916 276,933 — (4,382,944 ) — Total Assets $ 3,249,443 $ 5,168,833 $ 5,514,652 $ 376,458 $ (10,398,038 ) $ 3,911,348 Liabilities and Stockholders' Equity Current liabilities Accounts payable $ 2,150 $ 14,576 $ 49,025 $ 4,467 $ — $ 70,218 Accrued interest payable — 8,130 — — — 8,130 Other accrued liabilities 12,905 2,432 59,711 8,613 — 83,661 Total current liabilities 15,055 25,138 108,736 13,080 — 162,009 Long-term debt Principal amount — 2,222,000 — — — 2,222,000 Less unamortized debt costs — (28,268 ) — — — (28,268 ) Long-term debt, net — 2,193,732 — — — 2,193,732 Deferred income tax liabilities — 55,945 659,132 9 — 715,086 Other long-term liabilities — — 17,920 52 — 17,972 Intercompany payables 2,411,839 1,260,499 2,253,319 88,474 (6,014,131 ) — Total Liabilities 2,426,894 3,535,314 3,039,107 101,615 (6,014,131 ) 3,088,799 Stockholders' Equity Common stock 533 — — — — 533 Additional paid-in capital 458,255 1,280,947 2,183,644 269,234 (3,733,825 ) 458,255 Treasury stock, at cost (6,594 ) — — — — (6,594 ) Accumulated other comprehensive income (loss), net of tax (26,352 ) (26,352 ) (26,352 ) (26,100 ) 78,804 (26,352 ) Retained earnings (accumulated deficit) 396,707 378,924 318,253 31,709 (728,886 ) 396,707 Total Stockholders' Equity 822,549 1,633,519 2,475,545 274,843 (4,383,907 ) 822,549 Total Liabilities and Stockholders' Equity $ 3,249,443 $ 5,168,833 $ 5,514,652 $ 376,458 $ (10,398,038 ) $ 3,911,348 Condensed Consolidating Statement of Cash Flows Three Months Ended June 30, 2017 (In thousands) Prestige Brands Holdings, Inc. Prestige Combined Subsidiary Guarantors Combined Non- Guarantor Subsidiaries Eliminations Consolidated Operating Activities Net income (loss) $ 33,759 $ 33,846 $ 30,738 $ 3,136 $ (67,720 ) $ 33,759 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 813 166 7,285 243 — 8,507 Loss on disposals of property and equipment — — 490 — — 490 Deferred income taxes — 2,261 7,026 (62 ) — 9,225 Amortization of debt origination costs — 1,746 — — — 1,746 Excess tax benefits from share-based awards 302 — — — — 302 Stock-based compensation costs 1,678 — — 35 — 1,713 Equity in income of subsidiaries (33,265 ) (31,754 ) (3,136 ) — 68,155 — Changes in operating assets and liabilities, net of effects from acquisitions: Accounts receivable — 2,133 (625 ) 35 — 1,543 Inventories — 85 (3,602 ) 1,053 (435 ) (2,899 ) Prepaid expenses and other current assets 8,777 (603 ) 1,523 (93 ) — 9,604 Accounts payable 271 (3,329 ) (4,250 ) (716 ) — (8,024 ) Accrued liabilities (4,674 ) 692 4,930 (2,506 ) — (1,558 ) Noncurrent assets and liabilities — — (287 ) — — (287 ) Net cash provided by operating activities 7,661 5,243 40,092 1,125 — 54,121 Investing Activities Purchases of property, plant and equipment (620 ) — (1,890 ) (44 ) — (2,554 ) Acquisition of Fleet escrow payment — 970 — — 970 Net cash used in investing activities (620 ) 970 (1,890 ) (44 ) — (1,584 ) Financing Activities Term loan repayments — (50,000 ) — — — (50,000 ) Proceeds from exercise of stock options 433 — — — — 433 Fair value of shares surrendered as payment of tax withholding (1,027 ) — — — — (1,027 ) Intercompany activity, net (6,439 ) 43,787 (38,719 ) 1,371 — Net cash (used in) provided by financing activities (7,033 ) (6,213 ) (38,719 ) 1,371 — (50,594 ) Effect of exchange rate changes on cash and cash equivalents — — — 337 — 337 Increase (decrease) in cash and cash equivalents 8 — (517 ) 2,789 — 2,280 Cash and cash equivalents - beginning of period 6,168 — 4,984 30,703 — 41,855 Cash and cash equivalents - end of period $ 6,176 $ — $ 4,467 $ 33,492 $ — $ 44,135 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 income (loss) $ (5,531 ) $ (7,485 ) $ (11,299 ) $ 3,076 $ 15,708 $ (5,531 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 920 151 5,633 128 — 6,832 Loss on divestitures — — 55,453 — — 55,453 Deferred income taxes (9 ) 385 (10,089 ) 53 — (9,660 ) Amortization of debt origination costs — 2,231 — — — 2,231 Excess tax benefits from share-based awards 550 — — — — 550 Stock-based compensation costs 1,940 — — — — 1,940 Equity in income of subsidiaries 5,738 13,259 (3,076 ) — (15,921 ) — 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 4,057 9,766 37,260 218 — 51,301 Investing Activities Purchases of property, plant 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 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 (2,961 ) (9,743 ) (37,285 ) 1,990 — (47,999 ) 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 |