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