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Condensed Consolidating Financial Statements | 3 Months Ended
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Jun. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
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 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 |  | — |  |  | 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 Brands, Inc., the issuer |  | 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 Brands, Inc., the issuer |  | 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 Brands, Inc., the issuer |  | 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 Brands, Inc., the issuer |  | 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 |

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