PBH 10Q June 30, 2015
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
(Mark One)
[ X ]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2015
OR
[    ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to _____
Commission File Number: 001-32433
 

PRESTIGE BRANDS HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
Delaware
 
20-1297589
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer Identification No.)
660 White Plains Road
Tarrytown, New York 10591
(Address of principal executive offices) (Zip Code)
 
(914) 524-6800
(Registrant's telephone number, including area code)
 
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x      No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  
Large accelerated filer x
 
 
Accelerated filer o
Non-accelerated filer o
(Do not check if a smaller reporting company)
 
Smaller reporting company o
                                                                     
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x
As of July 31, 2015, there were 52,726,418 shares of common stock outstanding.




Prestige Brands Holdings, Inc.
Form 10-Q
Index

PART I.
FINANCIAL INFORMATION
 
 
 
 
Item 1.
Financial Statements
 
 
Consolidated Statements of Income and Comprehensive Income for the three months ended June 30, 2015 and 2014 (unaudited)
 
Consolidated Balance Sheets as of June 30, 2015 (unaudited) and March 31, 2015
 
Consolidated Statements of Cash Flows for the three months ended June 30, 2015 and 2014 (unaudited)
 
Notes to Consolidated Financial Statements (unaudited)
 
 
 
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
 
 
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
 
 
 
Item 4.
Controls and Procedures
 
 
 
PART II.
OTHER INFORMATION
 
 
 
 
Item 1A.
Risk Factors
 
 
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
 
 
 
Item 5.
Other Information
 
 
 
Item 6.
Exhibits
 
 
 
 
Signatures
 
 
 

Trademarks and Trade Names
Trademarks and trade names used in this Quarterly Report on Form 10-Q are the property of Prestige Brands Holdings, Inc. or its subsidiaries, as the case may be.  We have italicized our trademarks or trade names when they appear in this Quarterly Report on Form 10-Q.

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PART I
FINANCIAL INFORMATION

ITEM 1.
FINANCIAL STATEMENTS

Prestige Brands Holdings, Inc.
Consolidated Statements of Income and Comprehensive Income
(Unaudited)
 
Three Months Ended June 30,
(In thousands, except per share data)
2015
 
2014
Revenues
 
 
 
Net sales
$
191,287

 
$
144,541

Other revenues
845

 
1,161

Total revenues
192,132

 
145,702

 
 
 
 
Cost of Sales
 

 
 

Cost of sales (exclusive of depreciation shown below)
79,896

 
63,836

Gross profit
112,236

 
81,866

 
 
 
 
Operating Expenses
 

 
 

Advertising and promotion
26,422

 
19,096

General and administrative
17,589

 
17,006

Depreciation and amortization
5,720

 
2,961

Total operating expenses
49,731

 
39,063

Operating income
62,505

 
42,803

 
 
 
 
Other (income) expense
 

 
 

Interest income
(27
)
 
(32
)
Interest expense
21,911

 
14,685

Loss on extinguishment of debt
451

 

Total other expense
22,335

 
14,653

Income before income taxes
40,170

 
28,150

Provision for income taxes
13,997

 
11,418

Net income
$
26,173

 
$
16,732

 
 
 
 
Earnings per share:
 

 
 

Basic
$
0.50

 
$
0.32

Diluted
$
0.49

 
$
0.32

 
 
 
 
Weighted average shares outstanding:
 

 
 

Basic
52,548

 
51,956

Diluted
52,958

 
52,533

 
 
 
 
Comprehensive income, net of tax:
 
 
 
Currency translation adjustments
(405
)
 
2,726

Total other comprehensive income (loss)
(405
)
 
2,726

Comprehensive income
$
25,768

 
$
19,458

See accompanying notes.

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Prestige Brands Holdings, Inc.
Consolidated Balance Sheets
(Unaudited)

(In thousands)
June 30,
2015
 
March 31,
2015
Assets
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
21,598

 
$
21,318

Accounts receivable, net
85,576

 
87,858

Inventories
74,077

 
74,000

Deferred income tax assets
7,918

 
8,097

Prepaid expenses and other current assets
11,890

 
10,434

Total current assets
201,059

 
201,707

 
 
 
 
Property and equipment, net
13,154

 
13,744

Goodwill
290,867

 
290,651

Intangible assets, net
2,129,860

 
2,134,700

Other long-term assets
1,562

 
1,165

Total Assets
$
2,636,502

 
$
2,641,967

 
 
 
 
Liabilities and Stockholders' Equity
 

 
 

Current liabilities
 

 
 

Current portion of long-term debt
$
8,525

 
$

Accounts payable
47,170

 
46,115

Accrued interest payable
9,359

 
11,974

Other accrued liabilities
36,738

 
40,948

Total current liabilities
101,792

 
99,037

 
 
 
 
Long-term debt
 
 
 
Principal amount
1,540,075

 
1,593,600

Less unamortized debt costs
(33,534
)
 
(32,327
)
Long-term debt, net
1,506,541

 
1,561,273

 
 
 
 
Deferred income tax liabilities
362,928

 
351,569

Other long-term liabilities
2,517

 
2,464

Total Liabilities
1,973,778

 
2,014,343

 
 
 
 
Commitments and Contingencies — Note 16


 


 
 
 
 
Stockholders' Equity
 

 
 

Preferred stock - $0.01 par value
 

 
 

Authorized - 5,000 shares
 

 
 

Issued and outstanding - None

 

Common stock - $0.01 par value
 

 
 

Authorized - 250,000 shares
 

 
 

Issued - 53,032 shares at June 30, 2015 and 52,562 shares at March 31, 2015
530

 
525

Additional paid-in capital
437,554

 
426,584

Treasury stock, at cost - 306 shares at June 30, 2015 and 266 shares at March 31, 2015
(5,121
)
 
(3,478
)
Accumulated other comprehensive loss, net of tax
(23,817
)
 
(23,412
)
Retained earnings
253,578

 
227,405

Total Stockholders' Equity
662,724

 
627,624

Total Liabilities and Stockholders' Equity
$
2,636,502

 
$
2,641,967

 See accompanying notes.

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Prestige Brands Holdings, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
 
Three Months Ended June 30,
(In thousands)
2015
 
2014
Operating Activities
 
 
 
Net income
$
26,173

 
$
16,732

Adjustments to reconcile net income to net cash provided by operating activities:
 

 
 
Depreciation and amortization
5,720

 
2,961

Gain on sale of asset
(36
)
 

Deferred income taxes
11,536

 
7,140

Amortization of debt origination costs
2,138

 
995

Stock-based compensation costs
3,047

 
1,858

Loss on extinguishment of debt
451

 

Changes in operating assets and liabilities, net of effects from acquisitions
 

 
 
Accounts receivable
2,578

 
6,956

Inventories
(211
)
 
1,540

Prepaid expenses and other current assets
(1,522
)
 
(2,203
)
Accounts payable
783

 
(3,096
)
Accrued liabilities
(7,136
)
 
(3,212
)
Net cash provided by operating activities
43,521

 
29,671

 
 
 
 
Investing Activities
 

 
 

Purchases of property and equipment
(780
)
 
(496
)
Proceeds from the sale of property and equipment
344

 

Acquisition of the Hydralyte brand

 
(77,991
)
Net cash used in investing activities
(436
)
 
(78,487
)
 
 
 
 
Financing Activities
 

 
 

Term loan repayments
(25,000
)
 

Borrowings under revolving credit agreement
15,000

 
65,000

Repayments under revolving credit agreement
(35,000
)
 
(30,000
)
Payments of debt origination costs
(4,172
)
 
(74
)
Proceeds from exercise of stock options
6,328

 
1,294

Proceeds from restricted stock exercises
544

 
57

Excess tax benefits from share-based awards
1,600

 
950

Fair value of shares surrendered as payment of tax withholding
(2,187
)
 
(1,171
)
Net cash (used in) provided by financing activities
(42,887
)
 
36,056

 
 
 
 
Effects of exchange rate changes on cash and cash equivalents
82

 
104

Increase (decrease) in cash and cash equivalents
280

 
(12,656
)
Cash and cash equivalents - beginning of period
21,318

 
28,331

Cash and cash equivalents - end of period
$
21,598

 
$
15,675

 
 
 
 
Interest paid
$
22,444

 
$
13,867

Income taxes paid
$
1,914

 
$
707

See accompanying notes.

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Prestige Brands Holdings, Inc.
Notes to Consolidated Financial Statements (unaudited)

1.
Business and Basis of Presentation

Nature of Business
Prestige Brands Holdings, Inc. (referred to herein as the “Company” or “we”, which reference shall, unless the context requires otherwise, be deemed to refer to Prestige Brands Holdings, Inc. and all of its direct and indirect 100% owned subsidiaries on a consolidated basis) is engaged in the marketing, sales and distribution of over-the-counter (“OTC”) healthcare and household cleaning products to mass merchandisers, drug stores, supermarkets, and club, convenience, and dollar stores in North America (the United States and Canada), and in Australia and certain other international markets.  Prestige Brands Holdings, Inc. is a holding company with no operations and is also the parent guarantor of the senior credit facility and the senior notes described in Note 9 to these Consolidated Financial Statements.

Basis of Presentation
The unaudited Consolidated Financial Statements presented herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting and the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.  All significant intercompany transactions and balances have been eliminated in the Consolidated Financial Statements.  In the opinion of management, the Consolidated Financial Statements include all adjustments, consisting of normal recurring adjustments, that are considered necessary for a fair statement of our consolidated financial position, results of operations and cash flows for the interim periods presented.  Our fiscal year ends on March 31st of each year. References in these Consolidated Financial Statements or related notes to a year (e.g., “2016”) mean our fiscal year ending or ended on March 31st of that year. Operating results for the three months ended June 30, 2015 are not necessarily indicative of results that may be expected for the fiscal year ending March 31, 2016.  These unaudited Consolidated Financial Statements and related notes should be read in conjunction with our audited Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2015.

Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period.  Although these estimates are based on our knowledge of current events and actions that we may undertake in the future, actual results could differ materially from those estimates.  As discussed below, our most significant estimates include those made in connection with the valuation of intangible assets, stock-based compensation, fair value of debt, sales returns and allowances, trade promotional allowances, inventory obsolescence, and the recognition of income taxes using an estimated annual effective tax rate.
 
Cash and Cash Equivalents
We consider all short-term deposits and investments with original maturities of three months or less to be cash equivalents.  Substantially all of our cash is held by a large regional bank with headquarters in California.  We do not believe that, as a result of this concentration, we are subject to any unusual financial risk beyond the normal risk associated with commercial banking relationships. The Federal Deposit Insurance Corporation (“FDIC”) and Securities Investor Protection Corporation (“SIPC”) insure these balances up to $250,000 and $500,000, with a $250,000 limit for cash, respectively. Substantially all of the Company's cash balances at June 30, 2015 are uninsured.

Accounts Receivable
We extend non-interest-bearing trade credit to our customers in the ordinary course of business.  We maintain an allowance for doubtful accounts receivable based upon historical collection experience and expected collectability of the accounts receivable.  In an effort to reduce credit risk, we (i) have established credit limits for all of our customer relationships, (ii) perform ongoing credit evaluations of customers' financial condition, (iii) monitor the payment history and aging of customers' receivables, and (iv) monitor open orders against an individual customer's outstanding receivable balance.

Inventories
Inventories are stated at the lower of cost or market value, with cost determined by using the first-in, first-out method.  We reduce inventories for diminution of value resulting from product obsolescence, damage or other issues affecting marketability, equal to the difference between the cost of the inventory and its estimated market value.  Factors utilized in the determination of estimated market value include: (i) current sales data and historical return rates, (ii) estimates of future demand, (iii) competitive pricing pressures, (iv) new product introductions, (v) product expiration dates, and (vi) component and packaging obsolescence.

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Property and Equipment
Property and equipment are stated at cost and are depreciated using the straight-line method based on the following estimated useful lives:
 
 
Years
Machinery
5
Computer equipment and software
3
Furniture and fixtures
7
Leasehold improvements
*
* Leasehold improvements are amortized over the lesser of the term of the lease or the estimated useful life of the related asset.

Expenditures for maintenance and repairs are charged to expense as incurred.  When an asset is sold or otherwise disposed of, we remove the cost and associated accumulated depreciation from the respective accounts and recognize the resulting gain or loss in the Consolidated Statements of Income and Comprehensive Income.
 
Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.  An impairment loss is recognized if the carrying amount of the asset exceeds its fair value.

Goodwill
The excess of the purchase price over the fair market value of assets acquired and liabilities assumed in purchase business combinations is classified as goodwill.  Goodwill is not amortized, although the carrying value is tested for impairment at least annually in the fourth fiscal quarter of each year, or more frequently if events or changes in circumstances indicate that the asset may be impaired.  Goodwill is tested for impairment at the product group level, which is one level below the operating segment level.

Intangible Assets
Intangible assets, which are comprised primarily of trademarks, are stated at cost less accumulated amortization.  For intangible assets with finite lives, amortization is computed using the straight-line method over estimated useful lives, typically ranging from 10 to 30 years.

Indefinite-lived intangible assets are tested for impairment at least annually in the fourth fiscal quarter of each year, or more frequently if events or changes in circumstances indicate that the asset may be impaired.  Intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts exceed their fair values and may not be recoverable. An impairment loss is recognized if the carrying amount of the asset exceeds its fair value.

Debt Origination Costs
We have incurred debt origination costs in connection with the issuance of long-term debt.  Certain of these costs were recorded as a long-term asset as deferred financing costs and others were recorded as a reduction to our long-term debt. These costs are amortized over the term of the related debt, using the effective interest method for our term loan facility and the straight-line method for our revolving credit facility. During the current period, in accordance with new accounting standards discussed below, we began reporting the costs related to our senior notes and the term loan facility as a reduction of debt. We continue to report the costs associated with our revolving credit facility as a long-term asset.

Revenue Recognition
Revenues are recognized when the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the selling price is fixed or determinable, (iii) the product has been shipped and the customer takes ownership and assumes the risk of loss, and (iv) collection of the resulting receivable is reasonably assured.  We have determined that these criteria are met and the transfer of the risk of loss generally occurs when the product is received by the customer, and, accordingly, we recognize revenue at that time.  Provisions are made for estimated discounts related to customer payment terms and estimated product returns at the time of sale based on our historical experience.

As is customary in the consumer products industry, we participate in the promotional programs of our customers to enhance the sale of our products.  The cost of these promotional programs varies based on the actual number of units sold during a finite period of time.  These promotional programs consist of direct-to-consumer incentives, such as coupons and temporary price reductions, as well as incentives to our customers, such as allowances for new distribution, including slotting fees, and cooperative advertising.  Estimates of the costs of these promotional programs are based on (i) historical sales experience, (ii) the current

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promotional offering, (iii) forecasted data, (iv) current market conditions, and (v) communication with customer purchasing/marketing personnel. We recognize the cost of such sales incentives by recording an estimate of such cost as a reduction of revenue, at the later of (a) the date the related revenue is recognized, or (b) the date when a particular sales incentive is offered.  At the completion of a promotional program, the estimated amounts are adjusted to actual results.

Due to the nature of the consumer products industry, we are required to estimate future product returns.  Accordingly, we record an estimate of product returns concurrent with recording sales, which is made after analyzing (i) historical return rates, (ii) current economic trends, (iii) changes in customer demand, (iv) product acceptance, (v) seasonality of our product offerings, and (vi) the impact of changes in product formulation, packaging and advertising.

Cost of Sales
Cost of sales includes product costs, warehousing costs, inbound and outbound shipping costs, and handling and storage costs.  Shipping, warehousing and handling costs were $8.7 million for the three months ended June 30, 2015 and $7.7 million for the three months ended June 30, 2014.

Advertising and Promotion Costs
Advertising and promotion costs are expensed as incurred.  Allowances for new distribution costs associated with products, including slotting fees, are recognized as a reduction of sales.  Under these new distribution arrangements, the retailers allow our products to be placed on the stores' shelves in exchange for such fees.

Stock-based Compensation
We recognize stock-based compensation by measuring the cost of services to be rendered based on the grant-date fair value of the equity award.  Compensation expense is recognized over the period a grantee is required to provide service in exchange for the award, generally referred to as the requisite service period.

Income Taxes
Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized.

The Income Taxes topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740 prescribes a recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  The guidance only allows the recognition of those tax benefits that have a greater than 50% likelihood of being sustained upon examination by the various taxing authorities. As a result, we have applied such guidance in determining our uncertainties.

We are subject to taxation in the United States and various state and foreign jurisdictions.  

We classify penalties and interest related to unrecognized tax benefits as income tax expense in the Consolidated Statements of Income and Comprehensive Income.

Earnings Per Share
Basic earnings per share is calculated based on income available to common stockholders and the weighted-average number of shares outstanding during the reporting period.  Diluted earnings per share is calculated based on income available to common stockholders and the weighted-average number of common and potential common shares outstanding during the reporting period.  Potential common shares, composed of the incremental common shares issuable upon the exercise of outstanding stock options, stock appreciation rights and unvested restricted shares, are included in the earnings per share calculation to the extent that they are dilutive.

Recently Issued Accounting Standards
In July 2015, the FASB issued Accounting Standards Update ("ASU") 2015-11, Simplifying the Measurement of Inventory. The amendments in this update more closely align the measurement of inventory in GAAP with the measurement of inventory in International Financial Reporting Standards, under which an entity should measure in scope inventory at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. For public business entities, the amendments are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. We are evaluating the impact of adopting this prospective guidance on our Consolidated Financial Statements.


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In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. The amendments in this update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The amendments in this update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. As permitted by the guidance, we have early adopted these provisions, as of the beginning of our first quarter of 2016. As a result, we reclassified $27.4 million of deferred financing costs as of March 31, 2015 from other long-term assets, which are currently presented as a direct deduction from the long-term debt liability.

In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis. Update 2015-02 amended the process that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. The amendments in this update are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. The adoption of ASU 2015-02 is not expected to have a material impact on our Consolidated Financial Statements.

In January 2015, the FASB issued ASU 2015-01, Income Statement - Extraordinary and Unusual Items. The amendments in this update eliminate the concept of extraordinary items in Subtopic 225-20, which required entities to consider whether an underlying event or transaction is extraordinary. However, the amendments retain the presentation and disclosure guidance for items that are unusual in nature or occur infrequently. The amendments in this update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. The adoption of ASU 2015-01 is not expected to have a material impact on our Consolidated Financial Statements.

In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This amendment states that in connection with preparing financial statements for each annual and interim reporting period, an entity's management should evaluate whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued, when applicable). The amendments in this update are effective for the annual reporting period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The adoption of ASU 2014-15 is not expected to have a material impact on our Consolidated Financial Statements.

In June 2014, the FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide that a Performance Target Could Be Achieved after the Requisite Service Period, which requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. As such, the new guidance does not allow for a performance target that affects vesting to be reflected in estimating the fair value of the award at the grant date. The amendments to this update are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this update either prospectively to all awards granted or modified after the effective date or retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. We currently do not have any outstanding share-based payments with a performance target. The adoption of ASU 2014-12 is not expected to have a material impact on our Consolidated Financial Statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers - Topic 606, which supersedes the revenue recognition requirements in FASB ASC 605. The new guidance primarily states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. In July 2015, the FASB approved a deferral of the ASU effective date from annual and interim periods beginning after December 15, 2016 to annual and interim periods beginning after December 15, 2017. We are evaluating the impact of adopting this prospective guidance on our Consolidated Financial Statements.

In April 2014, the FASB issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on the organization’s operations and financial results. Examples include a disposal of a major geographic area, a major line of business, or a major equity method investment. In addition, the new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. Early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance. The amendments in this update must be applied prospectively to all disposals (or classifications as held for sale) of components of an entity that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. The adoption of ASU 2014-08 did not have a material impact on our Consolidated Financial Statements.


- 8-



Management has reviewed and continues to monitor the actions of the various financial and regulatory reporting agencies and is currently not aware of any other pronouncement that could have a material impact on our consolidated financial position, results of operations or cash flows.

2.
Acquisitions

Acquisition of Insight Pharmaceuticals
On September 3, 2014, the Company completed the acquisition of Insight Pharmaceuticals Corporation ("Insight"), a marketer and distributor of feminine care and other OTC healthcare products, for $753.2 million in cash. The closing followed the Federal Trade Commission’s (“FTC”) approval of the acquisition and was finalized pursuant to the terms of the purchase agreement announced on April 25, 2014. Pursuant to the Insight purchase agreement, the Company acquired 27 OTC brands sold in North America (including related trademarks, contracts and inventory), which extended the Company's portfolio of OTC brands to include a leading feminine care platform in the United States and Canada anchored by Monistat, the leading brand in OTC yeast infection treatment. The acquisition also added brands to the Company's cough & cold, pain relief, ear care and dermatological platforms. In connection with the FTC's approval of the Insight acquisition, we sold one of the competing brands that we acquired from Insight on the same day as the Insight closing. Insight is primarily included in our North American OTC Healthcare segment.

The Insight acquisition was accounted for in accordance with the Business Combinations topic of the FASB ASC 805, which requires that the total cost of an acquisition be allocated to the tangible and intangible assets acquired and liabilities assumed based upon their respective fair values at the date of acquisition.

We prepared an analysis of the fair values of the assets acquired and liabilities assumed as of the date of acquisition. During the quarter ended June 30, 2015, we adjusted the fair values of the assets acquired and liabilities assumed for certain immaterial items that came to our attention subsequent to the date of acquisition. The following table summarizes our allocation of the assets acquired and liabilities assumed as of the September 3, 2014 acquisition date.

(In thousands)
September 3, 2014
 
 
Cash acquired
$
3,507

Accounts receivable
26,012

Inventories
23,456

Deferred income tax assets - current
1,032

Prepaids and other current assets
1,341

Property, plant and equipment
2,308

Goodwill
103,560

Intangible assets
724,374

Total assets acquired
885,590

 
 
Accounts payable
16,079

Accrued expenses
8,539

Deferred income tax liabilities - long term
107,799

Total liabilities assumed
132,417

Total purchase price
$
753,173


Based on this analysis, we allocated $599.6 million to indefinite-lived intangible assets and $124.8 million to amortizable intangible assets. We are amortizing the purchased amortizable intangible assets on a straight-line basis over an estimated weighted average useful life of 16.2 years. The weighted average remaining life for amortizable intangible assets at June 30, 2015 was 15.3 years.

We also recorded goodwill of $103.6 million based on the amount by which the purchase price exceeded the fair value of the net assets acquired. Goodwill is not deductible for income tax purposes.

The operating results of Insight have been included in our Consolidated Financial Statements beginning September 3, 2014. On September 3, 2014, we sold one of the brands we acquired from the Insight acquisition for $18.5 million, for which we had allocated $17.7 million, $0.6 million and $0.2 million to intangible assets, inventory and property, plant and equipment, respectively.

- 9-




Acquisition of the Hydralyte brand
On April 30, 2014, we completed the acquisition of the Hydralyte brand in Australia and New Zealand from The Hydration Pharmaceuticals Trust of Victoria, Australia, which was funded through a combination of cash on hand and our existing senior secured credit facility.

Hydralyte is the leading OTC brand in oral rehydration in Australia and is marketed and sold through our Care Pharmaceuticals Pty Ltd. subsidiary ("Care Pharma"). Hydralyte is available in pharmacies in multiple forms and is indicated for oral rehydration following diarrhea, vomiting, fever, heat and other ailments. Hydralyte is included in our International OTC Healthcare segment.

The Hydralyte acquisition was accounted for in accordance with the Business Combinations topic of the FASB ASC 805, which requires that the total cost of an acquisition be allocated to the tangible and intangible assets acquired and liabilities assumed based upon their respective fair values at the date of acquisition.

We prepared an analysis of the fair values of the assets acquired and liabilities assumed as of the date of acquisition. The following table summarizes our allocation of the assets acquired and liabilities assumed as of the April 30, 2014 acquisition date.

(In thousands)
April 30, 2014
 
 
Inventories
$
1,970

Property, plant and equipment, net
1,267

Goodwill
1,224

Intangible assets, net
73,580

Total assets acquired
78,041

 
 
Accrued expenses
38

Other long term liabilities
12

Total liabilities assumed
50

Net assets acquired
$
77,991


Based on this analysis, we allocated $73.6 million to non-amortizable intangible assets and no allocation was made to amortizable intangible assets.

We also recorded goodwill of $1.2 million based on the amount by which the purchase price exceeded the fair value of the net assets acquired. Goodwill is not deductible for income tax purposes.

The pro forma effect of this acquisition on revenues and earnings was not material.

3.
Accounts Receivable

Accounts receivable consist of the following:
(In thousands)
June 30,
2015
 
March 31,
2015
Components of Accounts Receivable
 
 
 
Trade accounts receivable
$
93,064

 
$
95,411

Other receivables
1,956

 
2,353

 
95,020

 
97,764

Less allowances for discounts, returns and uncollectible accounts
(9,444
)
 
(9,906
)
Accounts receivable, net
$
85,576

 
$
87,858



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4.
Inventories

Inventories consist of the following:
(In thousands)
June 30,
2015
 
March 31,
2015
Components of Inventories
 
 
 
Packaging and raw materials
$
7,748

 
$
7,588

Finished goods
66,329

 
66,412

Inventories
$
74,077

 
$
74,000


Inventories are carried and depicted above at the lower of cost or market, which includes a reduction in inventory values of $3.8 million and $4.1 million at June 30, 2015 and March 31, 2015, respectively, related to obsolete and slow-moving inventory.

5.
Property and Equipment

Property and equipment consist of the following:
(In thousands)
June 30,
2015
 
March 31,
2015
Components of Property and Equipment
 
 
 
Machinery
$
3,943

 
$
4,743

Computer equipment
12,509

 
11,339

Furniture and fixtures
2,371

 
2,484

Leasehold improvements
7,296

 
7,134

 
26,119

 
25,700

Accumulated depreciation
(12,965
)
 
(11,956
)
Property and equipment, net
$
13,154

 
$
13,744


We recorded depreciation expense of $1.3 million and $0.7 million for the three months ended June 30, 2015 and 2014, respectively.

6.
Goodwill

A reconciliation of the activity affecting goodwill by operating segment is as follows:
(In thousands)
North American OTC
Healthcare
 
International OTC
Healthcare
 
Household
Cleaning
 
Consolidated
 
 
 
 
 
 
 
 
Balance — March 31, 2015
$
263,411

 
$
20,440

 
$
6,800

 
$
290,651

Adjustments
305

 

 

 
305

Effects of foreign currency exchange rates

 
(89
)
 

 
(89
)
Balance — June 30, 2015
$
263,716

 
$
20,351

 
$
6,800

 
$
290,867


As discussed in Note 2, we completed two acquisitions during the year ended March 31, 2015. On September 3, 2014, we completed the acquisition of Insight and recorded goodwill of $103.6 million reflecting the amount by which the purchase price exceeded the preliminary estimate of fair value of net assets acquired. During the quarter ended June 30, 2015, we adjusted the fair values of the assets acquired and liabilities assumed by $0.3 million for certain immaterial items that came to our attention subsequent to the date of acquisition. Additionally, on April 30, 2014, we completed the acquisition of the Hydralyte brand and recorded goodwill of $1.2 million, reflecting the amount by which the purchase price exceeded the preliminary estimate of fair value of the net assets acquired.

Under accounting guidelines, goodwill is not amortized, but must be tested for impairment annually, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below the carrying amount.


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On an annual basis, during the fourth quarter of each fiscal year, or more frequently if conditions indicate that the carrying value of the asset may not be recoverable, management performs a review of the values assigned to goodwill and tests for impairment.

At February 28, 2015, during our annual test for goodwill impairment, there were no indicators of impairment under the analysis. Accordingly, no impairment charge was recorded in fiscal 2015. As of June 30, 2015, there have been no triggering events that would indicate potential impairment of goodwill.

7.
Intangible Assets

A reconciliation of the activity affecting intangible assets is as follows:
(In thousands)
Indefinite
Lived
Trademarks
 
Finite Lived
Trademarks
 
Totals
Gross Carrying Amounts
 
 
 
 
 
Balance — March 31, 2015
$
1,873,404

 
$
358,066

 
$
2,231,470

Effects of foreign currency exchange rates
(375
)
 
(6
)
 
(381
)
Balance — June 30, 2015
1,873,029

 
358,060

 
2,231,089

 
 

 
 

 
 

Accumulated Amortization
 

 
 

 
 

Balance — March 31, 2015

 
96,770

 
96,770

Additions

 
4,460

 
4,460

Effects of foreign currency exchange rates

 
(1
)
 
(1
)
Balance — June 30, 2015

 
101,229

 
101,229

 
 
 
 
 
 
Intangible assets, net - June 30, 2015
$
1,873,029

 
$
256,831

 
$
2,129,860

 
 
 
 
 
 
Intangible Assets, net by Reportable Segment:
 
 
 
 
 
North American OTC Healthcare
$
1,676,991

 
$
231,251

 
$
1,908,242

International OTC Healthcare
85,766

 
1,594

 
87,360

Household Cleaning
110,272

 
23,986

 
134,258

Intangible assets, net - June 30, 2015
$
1,873,029

 
$
256,831

 
$
2,129,860


As discussed in Note 2, we completed two acquisitions during the year ended March 31, 2015. On September 3, 2014, we completed the acquisition of Insight and allocated $724.4 million to intangible assets based on our preliminary analysis. Additionally, on April 30, 2014, we completed the acquisition of the Hydralyte brand and allocated $73.6 million to intangible assets based on our preliminary analysis. Furthermore, on September 3, 2014 we sold one of the brands that we acquired from Insight, for which we had allocated $17.7 million to the intangible assets.

Under accounting guidelines, indefinite-lived assets are not amortized, but must be tested for impairment annually, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the asset below the carrying amount.  Additionally, at each reporting period, an evaluation must be made to determine whether events and circumstances continue to support an indefinite useful life.  Intangible assets with finite lives are amortized over their respective estimated useful lives and are also tested for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable and exceeds its fair value.

On an annual basis during the fourth fiscal quarter, or more frequently if conditions indicate that the carrying value of the asset may not be recovered, management performs a review of both the values and, if applicable, useful lives assigned to intangible assets and tests for impairment.

We utilize the discounted cash flow method to estimate the fair value of our reporting units as part of the goodwill impairment test and the excess earnings method to estimate the fair value of our individual indefinite-lived intangible assets. We also considered our market capitalization at February 28, 2015, which is the date of our review, as compared to the aggregate fair values of our reporting units, to assess the reasonableness of our estimates pursuant to the discounted cash flow methodology. The estimates and assumptions made in assessing the fair value of our reporting units and the valuation of the underlying assets and liabilities are inherently subject to significant uncertainties. Consequently, changing rates of interest and inflation, declining sales or margins,

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increases in competition, changing consumer preferences, technical advances, or reductions in advertising and promotion may require an impairment charge to be recorded in the future.

As a result of recent declines in revenues in Pediacare and in certain other brands, we continue to monitor whether events or conditions would indicate that the fair value of the intangible asset no longer exceeds the carrying value. Although we continue to believe that the fair values of our brands exceed their carrying values, sustained or significant future declines in revenue, profitability, other adverse changes in expected operating results, and/or unfavorable changes in other economic factors used to estimate fair value of certain brands could indicate that fair value no longer exceeds carrying value, in which case a non-cash impairment charge may be recorded in future periods.

The weighted average remaining life for finite-lived intangible assets at June 30, 2015 was approximately 14.4 years, and the amortization expense for the three months ended June 30, 2015 was $4.5 million. At June 30, 2015, finite-lived intangible assets are being amortized over a period of 10 to 30 years, and the associated amortization expense is expected to be as follows:
(In thousands)
 
 
Year Ending March 31,
 
Amount
2016 (Remaining nine months ending March 31, 2016)
$
13,401

2017
17,868

2018
17,868

2019
17,868

2020
17,868

Thereafter
171,958

 
$
256,831


8.
Other Accrued Liabilities

Other accrued liabilities consist of the following:

(In thousands)
June 30,
2015
 
March 31,
2015
 
 
 
 
Accrued marketing costs
$
20,817

 
$
16,903

Accrued compensation costs
3,405

 
8,840

Accrued broker commissions
741

 
1,134

Income taxes payable
2,187

 
2,642

Accrued professional fees
1,958

 
2,769

Deferred rent
985

 
1,021

Accrued production costs
4,137

 
5,610

Accrued lease termination costs
767

 
669

Other accrued liabilities
1,741

 
1,360

 
$
36,738

 
$
40,948


9.    Long-Term Debt

2012 Senior Notes:
On January 31, 2012, Prestige Brands, Inc. (the "Borrower") issued $250.0 million of senior unsecured notes at par value, with an interest rate of 8.125% and a maturity date of February 1, 2020 (the "2012 Senior Notes"). The Borrower may earlier redeem some or all of the 2012 Senior Notes at redemption prices set forth in the indenture governing the 2012 Senior Notes. The 2012 Senior Notes are guaranteed by Prestige Brands Holdings, Inc. and certain of its domestic 100% owned subsidiaries, other than the Borrower. Each of these guarantees is joint and several. There are no significant restrictions on the ability of any of the guarantors to obtain funds from their subsidiaries or to make payments to the Borrower or the Company. In connection with the 2012 Senior Notes offering, we incurred $12.6 million of costs, which were capitalized as deferred financing costs and are being amortized over the term of the 2012 Senior Notes.



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2012 Term Loan and 2012 ABL Revolver:
On January 31, 2012, the Borrower also entered into a new senior secured credit facility, which consists of (i) a $660.0 million term loan facility (the “2012 Term Loan”) with a 7-year maturity and (ii) a $50.0 million asset-based revolving credit facility (the “2012 ABL Revolver”) with a 5-year maturity. In subsequent years, we have utilized portions of our accordion feature to increase the amount of our borrowing capacity under the 2012 ABL Revolver by $85.0 million to $135.0 million and reduced our borrowing rate on the 2012 ABL Revolver by 0.25%. The 2012 Term Loan was issued with an original issue discount of 1.5% of the principal amount thereof, resulting in net proceeds to the Borrower of $650.1 million. In connection with these loan facilities, we incurred $20.6 million of costs, which were capitalized as deferred financing costs and are being amortized over the terms of the facilities. The 2012 Term Loan is unconditionally guaranteed by Prestige Brands Holdings, Inc. and certain of its domestic 100% owned subsidiaries, other than the Borrower. Each of these guarantees is joint and several. There are no significant restrictions on the ability of any of the guarantors to obtain funds from their subsidiaries or to make payments to the Borrower or the Company.

On February 21, 2013, the Borrower entered into Amendment No. 1 (the "Term Loan Amendment No. 1") to the 2012 Term Loan. Term Loan Amendment No. 1 provided for the refinancing of all of the Borrower's existing Term B Loans with new Term B-1 Loans (the "Term B-1 Loans"). The interest rate on the Term B-1 Loans under the Term Loan Amendment No. 1 was based, at the Borrower's option, on a LIBOR rate plus a margin of 2.75% per annum, with a LIBOR floor of 1.00%, or an alternate base rate, with a floor of 2.00%, plus a margin. The new Term B-1 Loans mature on the same date as the Term B Loans' original maturity date.  In addition, Term Loan Amendment No. 1 provided the Borrower with certain additional capacity to prepay subordinated debt, the 2012 Senior Notes and certain other unsecured indebtedness permitted to be incurred under the credit agreement governing the 2012 Term Loan and 2012 ABL Revolver. In connection with Term Loan Amendment No. 1, during the fourth quarter ended March 31, 2013, we recognized a $1.4 million loss on the extinguishment of debt.
On September 3, 2014, the Borrower entered into Amendment No. 2 ("Term Loan Amendment No. 2") to the 2012 Term Loan. Term Loan Amendment No. 2 provided for (i) the creation of a new class of Term B-2 Loans under the 2012 Term Loan (the "Term B-2 Loans") in an aggregate principal amount of $720.0 million, (ii) increased flexibility under the credit agreement governing the 2012 Term Loan and 2012 ABL Revolver, including additional investment, restricted payment and debt incurrence flexibility and financial maintenance covenant relief, and (iii) an interest rate on (x) the Term B-1 Loans that was based, at the Borrower’s option, on a LIBOR rate plus a margin of 3.125% per annum, with a LIBOR floor of 1.00%, or an alternate base rate, with a floor of 2.00%, plus a margin, and (y) the Term B-2 Loans that was based, at the Borrower’s option, on a LIBOR rate plus a margin of 3.50% per annum, with a LIBOR floor of 1.00%, or an alternate base rate, with a floor of 2.00%, plus a margin (with a margin step-down to 3.25% per annum, based upon achievement of a specified secured net leverage ratio).
On May 8, 2015, the Borrower entered into Amendment No. 3 (the "Term Loan Amendment No. 3") to the 2012 Term Loan. Term Loan Amendment No. 3 provides for (i) the creation of a new class of Term B-3 Loans under the 2012 Term Loan (the "Term B-3 Loans") in an aggregate principal amount of $852.5 million, which combined the current outstanding balances of the Term B-1 Loans of $207.5 million and the Term B-2 Loans of $645.0 million, (ii) increased flexibility under the credit agreement governing the 2012 Term Loan, including additional investment, restricted payment, and debt incurrence flexibility and financial maintenance covenant relief, and (iii) an interest rate on the Term B-3 Loans that is based, at the Borrower’s option, on a LIBOR rate plus a margin of 2.75% per annum, with a LIBOR floor of 0.75%, or an alternate base rate, with a floor of 1.75%, plus a margin. The maturity date of the Term B-3 Loans remains the same as the Term B-2 Loans' original maturity date of September 3, 2021.
The 2012 Term Loan, as amended, bears interest at a rate per annum equal to an applicable margin plus, at the Borrower's option, either (i) a base rate determined by reference to the highest of (a) the Federal Funds rate plus 0.50%, (b) the prime rate of Citibank, N.A., (c) the LIBOR rate determined by reference to the cost of funds for U.S. dollar deposits for an interest period of one month, adjusted for certain additional costs, plus 1.00% and (d) a floor of 2.00% or (ii) a LIBOR rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing, adjusted for certain additional costs, with a floor of 1.00%. For the three months ended June 30, 2015, the average interest rate on the 2012 Term Loan was 4.8%.
Under the 2012 Term Loan, we were originally required to make quarterly payments each equal to 0.25% of the original principal amount of the 2012 Term Loan, with the balance expected to be due on the seventh anniversary of the closing date. However, since we entered into Term Loan Amendment No. 3, we are required to make quarterly payments each equal to 0.25% of the aggregate principal amount of $852.5 million.

On September 3, 2014, the Borrower entered into Amendment No. 3 (“ABL Amendment No. 3”) to the 2012 ABL Revolver. ABL Amendment No. 3 provided for (i) a $40.0 million increase in revolving commitments under the 2012 ABL Revolver and (ii) increased flexibility under the credit agreement governing the 2012 Term Loan and 2012 ABL Revolver, including additional investment, restricted payment and debt incurrence flexibility. Borrowings under the 2012 ABL Revolver, as amended, bear interest at a rate per annum equal to an applicable margin, plus, at the Borrower's option, either (i) a base rate determined by reference to the highest of (a) the Federal Funds rate plus 0.50%, (b) the prime rate of Citibank, N.A., or (c) the LIBOR rate

- 14-



determined by reference to the cost of funds for U.S. dollar deposits for an interest period of one month, adjusted for certain additional costs, plus 1.00% or (ii) a LIBOR rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing, adjusted for certain additional costs. The initial applicable margin for borrowings under the 2012 ABL Revolver is 1.75% with respect to LIBOR borrowings and 0.75% with respect to base-rate borrowings. The applicable margin for borrowings under the 2012 ABL Revolver may be increased to 2.00% or 2.25% for LIBOR borrowings and 1.00% or 1.25% for base-rate borrowings, depending on average excess availability under the 2012 ABL Revolver during the prior fiscal quarter. In addition to paying interest on outstanding principal under the 2012 ABL Revolver, we are required to pay a commitment fee to the lenders under the 2012 ABL Revolver in respect of the unutilized commitments thereunder. The initial commitment fee rate is 0.50% per annum. The commitment fee rate will be reduced to 0.375% per annum at any time when the average daily unused commitments for the prior quarter is less than a percentage of total commitments by an amount set forth in the credit agreement covering the 2012 ABL Revolver.

On June 9, 2015, the Borrower entered into Amendment No. 4 (“ABL Amendment No. 4”) to the 2012 ABL Revolver. ABL Amendment No. 4 provides for (i) a $35.0 million increase in the accordion feature under the 2012 ABL Revolver and (ii) increased flexibility under the credit agreement governing the 2012 ABL Revolver, including additional investment, restricted payment, and debt incurrence flexibility and financial maintenance covenant relief and (iii) extended the maturity date to June 9, 2020, which is five years from the effective date. We may voluntarily repay outstanding loans under the 2012 ABL Revolver at any time without a premium or penalty. For the three months ended June 30, 2015, the average interest rate on the amounts borrowed under the 2012 ABL Revolver was 2.3%.
2013 Senior Notes:
On December 17, 2013, the Borrower issued $400.0 million of senior unsecured notes, with an interest rate of 5.375% and a maturity date of December 15, 2021 (the "2013 Senior Notes"). The Borrower may redeem some or all of the 2013 Senior Notes at redemption prices set forth in the indenture governing the 2013 Senior Notes. The 2013 Senior Notes are guaranteed by Prestige Brands Holdings, Inc. and certain of its 100% domestic owned subsidiaries, other than the Borrower. Each of these guarantees is joint and several. There are no significant restrictions on the ability of any of the guarantors to obtain funds from their subsidiaries or to make payments to the Borrower or the Company. In connection with the 2013 Senior Notes offering, we incurred $7.2 million of costs, which were capitalized as deferred financing costs and are being amortized over the term of the 2013 Senior Notes.
Redemptions and Restrictions:
At any time prior to February 1, 2016, we may redeem the 2012 Senior Notes in whole or in part at a redemption price equal to 100% of the principal amount of the notes redeemed, plus a "make-whole premium" calculated as set forth in the indenture governing the 2012 Senior Notes, together with accrued and unpaid interest, if any, to the date of redemption. On or after February 1, 2016, we may redeem the 2012 Senior Notes in whole or in part at redemption prices set forth in the indenture governing the 2012 Senior Notes. In addition, at any time prior to February 1, 2015, we could have redeemed up to 35% of the aggregate principal amount of the 2012 Senior Notes at a redemption price equal to 108.125% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, with the net cash proceeds of certain equity offerings, provided that certain conditions were met. Subject to certain limitations, in the event of a change of control, as defined in the indenture governing the 2012 Senior Notes, the Borrower will be required to make an offer to purchase the 2012 Senior Notes at a price equal to 101% of the aggregate principal amount of the 2012 Senior Notes repurchased, plus accrued and unpaid interest, if any, to the date of repurchase.

At any time prior to December 15, 2016, we may redeem the 2013 Senior Notes in whole or in part at a redemption price equal to 100% of the principal amount of notes redeemed, plus an applicable "make-whole premium" calculated as set forth in the indenture governing the 2013 Senior Notes, together with accrued and unpaid interest, if any, to the date of redemption. On or after December 15, 2016, we may redeem some or all of the 2013 Senior Notes at redemption prices set forth in the indenture governing the 2013 Senior Notes. In addition, at any time prior to December 15, 2016, we may redeem up to 35% of the aggregate principal amount of the 2013 Senior Notes at a redemption price equal to 105.375% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, with the net cash proceeds of certain equity offerings, provided that certain conditions are met. Subject to certain limitations, in the event of a change of control, as defined in the indenture governing the 2013 Senior Notes, the Borrower will be required to make an offer to purchase the 2013 Senior Notes at a price equal to 101% of the aggregate principal amount of the 2013 Senior Notes repurchased, plus accrued and unpaid interest, if any, to the date of repurchase.

The indentures governing the 2012 Senior Notes and the 2013 Senior Notes contain provisions that restrict us from undertaking specified corporate actions, such as asset dispositions, acquisitions, dividend payments, repurchases of common shares outstanding, changes of control, incurrences of indebtedness, issuance of equity, creation of liens, making of loans and transactions with affiliates. Additionally, the credit agreement with respect to the 2012 Term Loan and the 2012 ABL Revolver and the indentures governing the 2012 Senior Notes and the 2013 Senior Notes contain cross-default provisions, whereby a default pursuant to the

- 15-



terms and conditions of certain indebtedness will cause a default on the remaining indebtedness under the credit agreement governing the 2012 Term Loan and the 2012 ABL Revolver and the indentures governing the 2012 Senior Notes and the 2013 Senior Notes. At June 30, 2015, we were in compliance with the covenants under our long-term indebtedness.

Effective April 1, 2015, the Company elected to change its method of presentation relating to debt issuance costs in accordance with ASU 2015-03. Prior to 2016, the Company's policy was to present these costs in other-long term assets on the balance sheet, net of accumulated amortization. Beginning in 2016, the Company has presented these fees as a direct deduction to the related long-term debt. As a result, we reclassified $27.4 million of deferred financing costs as of March 31, 2015 from other long-term assets, which are currently presented as a direct deduction from the long-term debt liability.

At June 30, 2015, we had an aggregate $33.5 million of unamortized debt costs, the total of which is comprised of $8.3 million related to the 2012 Senior Notes, $6.0 million related to the 2013 Senior Notes and $19.2 million related to the 2012 Term Loan.

During the three months ended June 30, 2015, we had $46.1 million outstanding on the 2012 ABL Revolver and a borrowing capacity of $63.0 million.

Long-term debt consists of the following, as of the dates indicated:
(In thousands, except percentages)
 
June 30,
2015
 
March 31,
2015
2013 Senior Notes bearing interest at 5.375%, with interest payable on June 15 and December 15 of each year. The 2013 Senior Notes mature on December 15, 2021.
 
$
400,000

 
$
400,000

2012 Senior Notes bearing interest at 8.125%, with interest payable on February 1 and August 1 of each year. The 2012 Senior Notes mature on February 1, 2020.
 
250,000

 
250,000

2012 Term B-3 Loans bearing interest at the Borrower's option at either a base rate with a floor of 1.75% plus applicable margin or LIBOR with a floor of 0.75% plus applicable margin, due on September 3, 2021.
 
852,500

 
877,500

2012 ABL Revolver bearing interest at the Borrower's option at either a base rate plus applicable margin or LIBOR plus applicable margin. Any unpaid balance is due on June 9, 2020.
 
46,100

 
66,100

Total long-term debt (including current portion)
 
1,548,600

 
1,593,600

Current portion of long-term debt
 
8,525

 

Long-term debt
 
1,540,075

 
1,593,600

Less: unamortized debt costs
 
(33,534
)
 
(32,327
)
Long-term debt, net
 
$
1,506,541

 
$
1,561,273


As of June 30, 2015, aggregate future principal payments required in accordance with the terms of the 2012 Term Loan, 2012 ABL Revolver and the indentures governing the 2013 Senior Notes and the 2012 Senior Notes are as follows:
(In thousands)
 
 
Year Ending March 31,
 
Amount
2016 (remaining nine months ending March 31, 2016)
$
6,394

2017
8,525

2018
8,525

2019
8,525

2020
258,525

Thereafter
1,258,106

 
$
1,548,600


10.
Fair Value Measurements
 
For certain of our financial instruments, including cash, accounts receivable, accounts payable and other current liabilities, the carrying amounts approximate their respective fair values due to the relatively short maturity of these amounts.

The Fair Value Measurements and Disclosures topic of the FASB ASC 820 requires fair value to be determined based on the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market

- 16-



assuming an orderly transaction between market participants. The Fair Value Measurements and Disclosures topic established market (observable inputs) as the preferred source of fair value, to be followed by the Company's assumptions of fair value based on hypothetical transactions (unobservable inputs) in the absence of observable market inputs. Based upon the above, the following fair value hierarchy was created:

Level 1 - Quoted market prices for identical instruments in active markets;

Level 2 - Quoted prices for similar instruments in active markets, as well as quoted prices for identical or similar instruments in markets that are not considered active; and

Level 3 - Unobservable inputs developed by the Company using estimates and assumptions reflective of those that would be utilized by a market participant.

The market values have been determined based on market values for similar instruments adjusted for certain factors. As such, the Term B-3 Loans, the 2013 Senior Notes, the 2012 Senior Notes, and the 2012 ABL Revolver are measured in Level 2 of the above hierarchy. At June 30, 2015 and March 31, 2015, we did not have any assets or liabilities measured in Level 1 or 3. During the periods presented, there were no transfers of assets or liabilities between Levels 1, 2 and 3.

At June 30, 2015 and March 31, 2015, the carrying value of our 2013 Senior Notes was $400.0 million. The fair value of our 2013 Senior Notes was $398.5 million and $405.0 million at June 30, 2015 and March 31, 2015, respectively.

At June 30, 2015 and March 31, 2015, the carrying value of our 2012 Senior Notes was $250.0 million. The fair value of our 2012 Senior Notes was $266.9 million and $268.1 million at June 30, 2015 and March 31, 2015, respectively.

At June 30, 2015 and March 31, 2015, the carrying value of the Term B-3 Loans was $852.5 million and $877.5 million, respectively. The fair value of the Term B-3 Loans was $851.4 million and $880.5 million at June 30, 2015 and March 31, 2015, respectively.

At June 30, 2015 and March 31, 2015, the carrying value of the 2012 ABL Revolver was $46.1 million and $66.1 million, respectively. The fair value of the 2012 ABL revolver was $45.9 million and $65.7 million at June 30, 2015 and March 31, 2015, respectively.

11.    Stockholders' Equity

The Company is authorized to issue 250.0 million shares of common stock, $0.01 par value per share, and 5.0 million shares of preferred stock, $0.01 par value per share.  The Board of Directors may direct the issuance of the undesignated preferred stock in one or more series and determine preferences, privileges and restrictions thereof.

Each share of common stock has the right to one vote on all matters submitted to a vote of stockholders.  The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the Board of Directors, subject to prior rights of holders of all classes of outstanding stock having priority rights as to dividends.  No dividends have been declared or paid on the Company's common stock through June 30, 2015.

During the three months ended June 30, 2015 and 2014, we repurchased 39,429 shares and 33,740 shares, respectively, of restricted common stock from our employees pursuant to the provisions of various employee restricted stock awards. The repurchases for the three months ended June 30, 2015 and 2014 were at an average price of $41.66 and $33.03, respectively. All of the repurchased shares have been recorded as treasury stock.

12.
Accumulated Other Comprehensive Loss

The table below presents accumulated other comprehensive loss (“AOCI”), which affects equity and results from recognized transactions and other economic events, other than transactions with owners in their capacity as owners.
AOCI consisted of the following at June 30, 2015 and March 31, 2015:
 
June 30,
 
March 31,
(In thousands)
2015
 
2015
Components of Accumulated Other Comprehensive Loss
 
 
 
Cumulative translation adjustment
$
(23,817
)
 
$
(23,412
)
Accumulated other comprehensive loss, net of tax
$
(23,817
)
 
$
(23,412
)


- 17-



13.
Earnings Per Share

Basic earnings per share is computed based on the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share is computed based on the weighted-average number of shares of common stock outstanding plus the effect of potentially dilutive common shares outstanding during the period using the treasury stock method, which includes stock options, restricted stock awards, and restricted stock units. The following table sets forth the computation of basic and diluted earnings per share:
 
 
Three Months Ended June 30,
(In thousands, except per share data)
 
2015
 
2014
Numerator
 
 
 
 
Net income
 
$
26,173

 
$
16,732

 
 
 

 
 

Denominator
 
 

 
 

Denominator for basic earnings per share — weighted average shares outstanding
 
52,548

 
51,956

Dilutive effect of unvested restricted common stock (including restricted stock units) and options issued to employees and directors
 
410

 
577

Denominator for diluted earnings per share
 
52,958

 
52,533

 
 
 

 
 

Earnings per Common Share:
 
 

 
 

Basic net earnings per share
 
$
0.50

 
$
0.32

 
 
 

 
 

Diluted net earnings per share
 
$
0.49

 
$
0.32


For the three months ended June 30, 2015 and 2014, there were 0.2 million and 0.3 million shares, respectively, attributable to outstanding stock-based awards that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.

14.
Share-Based Compensation

In connection with our initial public offering, the Board of Directors adopted the 2005 Long-Term Equity Incentive Plan (the “Plan”), which provides for grants up to a maximum of 5.0 million shares of restricted stock, stock options, restricted stock units and other equity-based awards. In June 2014, the Board of Directors approved, and in July 2014, the stockholders ratified, an increase of an additional 1.8 million shares of our common stock, for issuance under the Plan and increased the maximum number of shares subject to stock options that may be awarded to any one participant under the Plan during any 12-month period from 1.0 million to 2.5 million shares and extended the term of the Plan by ten years, to February 2025.  Directors, officers and other employees of the Company and its subsidiaries, as well as others performing services for the Company, are eligible for grants under the Plan.

During the three months ended June 30, 2015 and 2014, pre-tax share-based compensation costs charged against income were $3.0 million and $1.9 million, respectively, and the related income tax benefit recognized was $1.1 million and $0.7 million, respectively.

On April 22, 2015, we announced that Matthew M. Mannelly, our President and Chief Executive Officer and member of the Board of Directors, would retire effective June 1, 2015. In conjunction with his retirement, the Board of Directors accelerated the vesting of his previously unvested restricted stock units and stock options, and we recorded additional compensation expense of approximately $0.8 million associated with this acceleration. Following his retirement, and effective June 1, 2015, the Board of Directors appointed Ron Lombardi, our then current Chief Financial Officer, to succeed Mr. Mannelly as President and Chief Executive Officer and as a member of the Board of Directors. In connection with his appointment, Mr. Lombardi was granted 57,924 restricted stock units on April 22, 2015.

On May 11, 2015, the Compensation Committee of our Board of Directors granted 185,904 restricted stock units and stock options to acquire 186,302 shares of our common stock to certain executive officers and employees under the Plan. Of those grants, 163,404 restricted stock units vest in their entirety on the three-year anniversary of the date of grant and 22,500 restricted stock

- 18-



units vest 33.3% per year over three years. Upon vesting, the units will be settled in shares of our common stock. The stock options will vest 33.3% per year over three years and are exercisable for up to ten years from the date of grant. These stock options were granted at an exercise price of $41.44 per share, which is equal to the closing price of our common stock on the date of grant.

Restricted Shares

Restricted shares granted to employees under the Plan generally vest in three to five years, primarily upon the attainment of certain time vesting thresholds, and may also be contingent on the attainment of certain performance goals of the Company, including revenue and earnings before income taxes, depreciation and amortization targets.  The restricted share awards provide for accelerated vesting if there is a change of control, as defined in the Plan.  The restricted stock units granted to employees generally vest in their entirety on the three-year anniversary of the date of the grant. Termination of employment prior to vesting will result in forfeiture of the restricted stock units, unless otherwise accelerated by the Compensation Committee of the Board of Directors. The restricted stock units granted to directors will vest in their entirety one year after the date of grant so long as the membership on the Board of Directors continues through the vesting date, with the settlement in common stock to occur on the earliest of the director's death, disability or six-month anniversary of the date on which the director's Board membership ceases for reasons other than death or disability. Upon vesting, the units will be settled in shares of our common stock.

The fair value of the restricted stock units is determined using the closing price of our common stock on the date of the grant. The weighted-average grant-date fair value during the three months ended June 30, 2015 and 2014 was $41.85 and $33.50, respectively.

A summary of the Company's restricted shares granted under the Plan is presented below:
 
 
 
Restricted Shares
 
 
Shares
(in thousands)
 
Weighted-
Average
Grant-Date
Fair Value
Three months ended June 30, 2014
 
 
 
 
Vested and nonvested at March 31, 2014
 
437.5

 
$
16.76

Granted
 
96.6

 
33.50

Vested and issued
 
(93.7
)
 
15.12

Forfeited
 
(14.4
)
 
20.78

Vested and nonvested at June 30, 2014
 
426.0

 
20.78

Vested at June 30, 2014
 
69.6

 
9.34

 
 
 

 
 

Three months ended June 30, 2015
 
 
 
 
Vested and nonvested at March 31, 2015
 
362.3

 
$
22.74

Granted
 
243.8

 
41.85

Vested and issued
 
(138.9
)
 
19.35

Forfeited
 
(1.4
)
 
33.50

Vested and nonvested at June 30, 2015
 
465.8

 
33.72

Vested at June 30, 2015
 
76.6

 
11.62


Options
The Plan provides that the exercise price of options granted shall be no less than the fair market value of the Company's common stock on the date the options are granted.  Options granted have a term of no greater than ten years from the date of grant and vest in accordance with a schedule determined at the time the option is granted, generally three to five years.  The option awards provide for accelerated vesting in the event of a change in control, as defined in the Plan. Termination of employment prior to vesting will result in forfeiture of the unvested stock options. Vested stock options will remain exercisable by the employee after termination, subject to the terms of in the Plan.

The fair value of each option award is estimated on the date of grant using the Black-Scholes Option Pricing Model that uses the assumptions noted in the table below.  Expected volatilities are based on the historical volatility of our common stock and other factors, including the historical volatilities of comparable companies.  We use appropriate historical data, as well as current data, to estimate option exercise and employee termination behaviors.  Employees that are expected to exhibit similar exercise or termination behaviors are grouped together for the purposes of valuation.  The expected terms of the options granted are derived from our historical experience, management's estimates, and consideration of information derived from the public filings of

- 19-



companies similar to us, and represent the period of time that options granted are expected to be outstanding.  The risk-free rate represents the yield on U.S. Treasury bonds with a maturity equal to the expected term of the granted options.  

The weighted-average grant-date fair values of the options granted during the three months ended June 30, 2015 and 2014 was $16.95 and $15.93, respectively.
 
 
Three Months Ended June 30,
 
 
2015
 
2014
Expected volatility
 
40.2
%
 
47.3
%
Expected dividends
 
$

 
$

Expected term in years
 
6.0

 
6.0

Risk-free rate
 
1.7
%
 
2.2
%

A summary of option activity under the Plan is as follows:
 
 
 
 
Options
 
 
 
Shares
(in thousands)
 
Weighted-
Average
Exercise
Price
 
Weighted-
Average
Remaining
Contractual
Term (years)
 
Aggregate
Intrinsic
Value
(in thousands)
Three months ended June 30, 2014:
 
 
 
 
 
 
 
 
Outstanding at March 31, 2014
 
994.9

 
$
15.24

 
 
 
 
Granted
 
307.5

 
33.50

 
 
 
 
Exercised
 
(93.8
)
 
13.80

 
 
 
 
Forfeited or expired
 
(31.6
)
 
25.49

 
 
 
 
Outstanding at June 30, 2014
 
1,177.0

 
19.85

 
7.8
 
$
16,527

Exercisable at June 30, 2014
 
375.1

 
15.23

 
7.3
 
6,998

 
 
 
 
 
 
 
 
 
Three months ended June 30, 2015:
 
 

 
 

 
 
 
 

Outstanding at March 31, 2015
 
871.2

 
$
23.40

 
 
 
 
Granted
 
186.3

 
41.44

 
 
 
 
Exercised
 
(330.4
)
 
19.15

 
 
 
 
Forfeited or expired
 
(0.9
)
 
33.50

 
 
 
 
Outstanding at June 30, 2015
 
726.2

 
29.95

 
8.3
 
$
11,830

Exercisable at June 30, 2015
 
322.5

 
21.54

 
7.2
 
7,966


The aggregate intrinsic value of options exercised in the three months ended June 30, 2015 was $8.1 million.

At June 30, 2015, there were $14.5 million of unrecognized compensation costs related to nonvested share-based compensation arrangements under the Plan, based on management's estimate of the shares that will ultimately vest.  We expect to recognize such costs over a weighted-average period of 1.3 years.  The total fair value of options and restricted shares vested during the three months ended June 30, 2015 and 2014 was $6.2 million and $4.7 million, respectively.  For the three months ended June 30, 2015 and 2014, cash received from the exercise of stock options was $6.3 million and $1.3 million, respectively, and we realized $1.0 million and $1.0 million, respectively, in tax benefits from the tax deductions resulting from these option exercises. At June 30, 2015, there were 2.6 million shares available for issuance under the Plan.


- 20-



15.
Income Taxes

Income taxes are recorded in our quarterly financial statements based on our estimated annual effective income tax rate, subject to adjustments for discrete events, should they occur.  The effective tax rates used in the calculation of income taxes were 34.8% and 40.6% for the three months ended June 30, 2015 and June 30, 2014, respectively. The decrease in the effective tax rate for the three months ended June 30, 2015 was primarily due to the impact of certain non-deductible items related to acquisitions in the prior year period and to favorable tax deductions related to stock options and equity awards that were realized in the current year period.

At June 30, 2015, wholly-owned subsidiaries of the Company had net operating loss carryforwards of approximately $53.0 million, which may be used to offset future taxable income of the consolidated group and which begin to expire in 2020.  The net operating loss carryforwards are subject to an annual limitation as to usage of approximately $33.6 million pursuant to Internal Revenue Code Section 382. The Company expects to utilize all of the net operating loss carryforwards before they expire.

The balance in our uncertain tax liability was $3.4 million at June 30, 2015 and March 31, 2015. We recognize interest and penalties related to uncertain tax positions as a component of income tax expense.  We did not incur any material interest or penalties related to income taxes in any of the periods presented.

16. Commitments and Contingencies

We are involved from time to time in legal matters and other claims incidental to our business.  We review outstanding claims and proceedings internally and with external counsel as necessary to assess the probability and amount of a potential loss.  These assessments are re-evaluated at each reporting period and as new information becomes available to determine whether a reserve should be established or if any existing reserve should be adjusted.  The actual cost of resolving a claim or proceeding ultimately may be substantially different than the amount of the recorded reserve.  In addition, because it is not permissible under GAAP to establish a litigation reserve until the loss is both probable and estimable, in some cases there may be insufficient time to establish a reserve prior to the actual incurrence of the loss (upon verdict and judgment at trial, for example, or in the case of a quickly negotiated settlement).  We believe the resolution of routine legal matters and other claims incidental to our business, taking our reserves into account, will not have a material adverse effect on our financial condition or results of operations.

Lease Commitments
We have operating leases for office facilities and equipment in New York, Wyoming, and other locations, which expire at various dates through fiscal 2021. These amounts have been included in the table below.

The following summarizes future minimum lease payments for our operating leases as of June 30, 2015 (a):
(In thousands)
 
 
 
 
 
Year Ending March 31,
Facilities
 
Equipment
 
Total
2016 (Remaining nine months ending March 31, 2016)
$
1,312

 
$
228

 
$
1,540

2017
1,861

 
77

 
1,938

2018
1,871

 

 
1,871

2019
1,864

 

 
1,864

2020
1,695

 

 
1,695

Thereafter
770

 

 
770

 
$
9,373

 
$
305

 
$
9,678

(a) Minimum lease payments have not been reduced by minimum sublease rentals of $1.3 million due in the future
under noncancelable subleases.


- 21-



The following schedule shows the composition of total minimum lease payments that have been reduced by minimum sublease rentals: 

(In thousands)
June 30,
2015
 
March 31, 2015
Minimum lease payments
$
9,678

 
$
9,957

Less: Sublease rentals
(1,342
)
 
(1,401
)
 
$
8,336

 
$
8,556


Rent expense for the three months ended June 30, 2015 and 2014 was $0.4 million and $0.4 million, respectively.

Purchase Commitments
Effective November 1, 2009, we entered into a ten year supply agreement for the exclusive manufacture of a portion of one of our Household Cleaning products.  Although we are committed under the supply agreement to pay the minimum amounts set forth in the table below, the total commitment is less than 10% of the estimated purchases that we expect to make during the course of the agreement.
(In thousands)
 
Year Ending March 31,
Amount
2016 (Remaining nine months ending March 31, 2016)
803

2017
1,044

2018
1,013

2019
982

2020
560

Thereafter

 
$
4,402


17.
Concentrations of Risk

Our revenues are concentrated in the areas of OTC Healthcare and Household Cleaning products.  We sell our products to mass merchandisers, food and drug stores, and convenience, dollar and club stores.  During the three months ended June 30, 2015, approximately 43.9% of our total revenues were derived from our five top selling brands.  During the three months ended June 30, 2014, approximately 42.0% of our total revenues were derived from our five top selling brands. One customer, Walmart, accounted for more than 10% of our gross revenues for each of the periods presented. Walmart accounted for approximately 19.9% of our gross revenues for the three months ended June 30, 2015, and approximately 19.2% of our gross revenues for the three months ended June 30, 2014. Our next largest customer accounted for approximately 9.4% of gross revenues for the three months ended June 30, 2015. At June 30, 2015, approximately 21.8% of accounts receivable were owed by Walmart.

We manage product distribution in the continental United States through a third-party distribution center in St. Louis, Missouri.  A serious disruption, such as a flood or fire, to the main distribution center could damage our inventories and could materially impair our ability to distribute our products to customers in a timely manner or at a reasonable cost.  We could incur significantly higher costs and experience longer lead times associated with the distribution of our products to our customers during the time that it takes us to reopen or replace our distribution center and inventory levels.  As a result, any such disruption could have a material adverse effect on our business, sales and profitability.

At June 30, 2015, we had relationships with 98 third-party manufacturers.  Of those, we had long-term contracts with 47 manufacturers that produced items that accounted for approximately 83.9% of gross sales for the three months ended June 30, 2015. At June 30, 2014, we had relationships with 61 third-party manufacturers.  Of those, we had long-term contracts with 27 manufacturers that produced items that accounted for approximately 84.5% of gross sales for the three months ended June 30, 2014. The fact that we do not have long-term contracts with certain manufacturers means that they could cease manufacturing our products at any time and for any reason or initiate arbitrary and costly price increases, which could have a material adverse effect on our business and results from operations. Although we are in the process of negotiating long-term contracts with certain key manufacturers, we may not be able to reach agreement which could have a material adverse effect on our business.




- 22-



18. Business Segments

Segment information has been prepared in accordance with the Segment Reporting topic of the FASB ASC 280. Our current reportable segments consist of (i) North American OTC Healthcare, (ii) International OTC Healthcare and (iii) Household Cleaning. We evaluate the performance of our operating segments and allocate resources to these segments based primarily on contribution margin, which we define as gross profit less advertising and promotional expenses.

The tables below summarize information about our reportable segments.
 
Three Months Ended June 30, 2015
(In thousands)
North American OTC
Healthcare
 
International OTC
Healthcare
 
Household
Cleaning
 
Consolidated
Gross segment revenues
$
156,339

 
$
14,209

 
$
21,467

 
$
192,015

Elimination of intersegment revenues
(728
)
 

 

 
(728
)
Third-party segment revenues
155,611

 
14,209

 
21,467

 
191,287

Other revenues
40

 

 
805

 
845

Total segment revenues
155,651

 
14,209

 
22,272

 
192,132

Cost of sales
58,126

 
5,290

 
16,480

 
79,896

Gross profit
97,525

 
8,919

 
5,792

 
112,236

Advertising and promotion
23,195

 
2,723

 
504

 
26,422

Contribution margin
$
74,330

 
$
6,196

 
$
5,288

 
85,814

Other operating expenses
 

 
 
 
 

 
23,309

Operating income
 

 
 
 
 

 
62,505

Other expense
 

 
 
 
 

 
22,335

Income before income taxes
 
 
 
 
 
 
40,170

Provision for income taxes
 

 
 
 
 

 
13,997

Net income
 
 
 
 
 
 
$
26,173

 
 
Three Months Ended June 30, 2014
(In thousands)
North American OTC
Healthcare
 
International OTC
Healthcare
 
Household
Cleaning
 
Consolidated
Gross segment revenues
$
110,973

 
$
13,692

 
$
20,593

 
$
145,258

Elimination of intersegment revenues
(717
)
 

 

 
(717
)
Third-party segment revenues
110,256

 
13,692

 
20,593

 
144,541

Other revenues
177

 
35

 
949

 
1,161

Total segment revenues
110,433

 
13,727

 
21,542

 
145,702

Cost of sales
42,340

 
5,078

 
16,418

 
63,836

Gross profit
68,093

 
8,649

 
5,124

 
81,866

Advertising and promotion
16,353

 
2,339

 
404

 
19,096

Contribution margin
$
51,740

 
$
6,310

 
$
4,720

 
62,770

Other operating expenses
 

 
 
 
 

 
19,967

Operating income
 

 
 
 
 

 
42,803

Other expense
 

 
 
 
 

 
14,653

Income before income taxes
 
 
 
 
 
 
28,150

Provision for income taxes
 

 
 
 
 

 
11,418

Net income
 
 
 
 
 
 
$
16,732






- 23-



The tables below summarize information about our segment revenues from similar product groups.
 
Three Months Ended June 30, 2015
(In thousands)
North American OTC
Healthcare
 
International OTC
Healthcare
 
Household
Cleaning
 
Consolidated
Analgesics
$
26,848

 
$
530

 
$

 
$
27,378

Cough & Cold
19,759

 
4,506

 

 
24,265

Women's Health
32,908

 
700

 

 
33,608

Gastrointestinal
20,320

 
3,808

 

 
24,128

Eye & Ear Care
24,332

 
3,930

 

 
28,262

Dermatologicals
20,095

 
534

 

 
20,629

Oral Care
9,977

 
194

 

 
10,171

Other OTC
1,412

 
7

 

 
1,419

Household Cleaning

 

 
22,272

 
22,272

Total segment revenues
$
155,651

 
$
14,209

 
$
22,272

 
$
192,132


 
Three Months Ended June 30, 2014
(In thousands)
North American OTC
Healthcare
 
International OTC
Healthcare
 
Household
Cleaning
 
Consolidated
Analgesics
$
25,031

 
$
665

 
$

 
$
25,696

Cough & Cold
20,043

 
4,798

 

 
24,841

Women's Health
368

 
518

 

 
886

Gastrointestinal
20,638

 
2,497

 

 
23,135

Eye & Ear Care
20,725

 
4,642

 

 
25,367

Dermatologicals
12,260

 
542

 

 
12,802

Oral Care
10,187

 
62

 

 
10,249

Other OTC
1,181

 
3

 

 
1,184

Household Cleaning

 

 
21,542

 
21,542

Total segment revenues
$
110,433

 
$
13,727

 
$
21,542

 
$
145,702


During the three months ended June 30, 2015 and June 30, 2014, approximately 87.3% and 84.5%, respectively, of our total segment revenues were from customers in the United States. Other than the United States, no individual geographical area accounted for more than 10% of net sales in any of the periods presented. During the three months ended June 30, 2015, our Canada and Australia sales accounted for approximately 5.1% and 5.7%, respectively, of our total segment revenues, while during the three months ended June 30, 2014, approximately 5.6% and 5.2%, respectively, of our total segment revenues was attributable to sales to Canada and Australia.

At June 30, 2015, approximately 95.6% of our consolidated goodwill and intangible assets were located in the United States and approximately 4.4% were located in Australia. These consolidated goodwill and intangible assets have been allocated to the reportable segments as follows:
(In thousands)
North American OTC
Healthcare
 
International OTC
Healthcare
 
Household
Cleaning
 
Consolidated
Goodwill
$
263,716

 
$
20,351

 
$
6,800

 
$
290,867

 
 
 
 
 
 
 
 
Intangible assets
 
 
 
 
 
 
 

Indefinite-lived
1,676,991

 
85,766

 
110,272

 
1,873,029

Finite-lived
231,251

 
1,594

 
23,986

 
256,831

Intangible assets, net
1,908,242

 
87,360

 
134,258

 
2,129,860

Total
$
2,171,958

 
$
107,711

 
$
141,058

 
$
2,420,727


- 24-



19. Condensed Consolidating Financial Statements

As described in Note 9, 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 2013 Senior Notes and the 2012 Senior Notes, including the obligation to pay principal and interest with respect to the 2013 Senior Notes and the 2012 Senior Notes. The 100% owned subsidiaries of the Company that have guaranteed the 2013 Senior Notes and the 2012 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 and Practical Health Products, 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 2013 Senior Notes and the 2012 Senior Notes. Although holders of the 2013 Senior Notes and the 2012 Senior Notes will be direct creditors of the guarantors of the 2013 Senior Notes and the 2012 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 2013 Senior Notes or the 2012 Senior Notes, and such subsidiaries will not be obligated with respect to the 2013 Senior Notes or the 2012 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 2013 Senior Notes and the 2012 Senior Notes.

Presented below are supplemental Condensed Consolidating Balance Sheets as of June 30, 2015 and March 31, 2015, Condensed Consolidating Statements of Income and Comprehensive Income for the three months ended June 30, 2015 and 2014, and Condensed Consolidating Statements of Cash Flows for the three months ended June 30, 2015 and 2014. 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.



- 25-



Condensed Consolidating Statements of Income and Comprehensive Income
Three Months Ended June 30, 2015

(In thousands)
 
Prestige
Brands
Holdings,
Inc.
 
Prestige
Brands,
Inc.,
the issuer
 
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

























- 26-




Condensed Consolidating Statements of Income and Comprehensive Income
Three Months Ended June 30, 2014

(In thousands)
 
Prestige
Brands
Holdings,
Inc.
 
Prestige
Brands,
Inc.,
the issuer
 
Combined
Subsidiary
Guarantors
 
Combined
Non-
Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Revenues
 
 
 
 
 
 
 
 
 
 
 
 
Net sales
 
$

 
$
25,410

 
$
108,898

 
$
10,951

 
$
(718
)
 
$
144,541

Other revenues
 

 
130

 
1,099

 
402

 
(470
)
 
1,161

        Total revenues
 

 
25,540

 
109,997

 
11,353

 
(1,188
)
 
145,702

 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of Sales
 
 
 
 
 
 
 
 
 
 
 
 
Cost of sales (exclusive of depreciation shown below)
 

 
9,448

 
50,515

 
4,023

 
(150
)
 
63,836

        Gross profit
 

 
16,092

 
59,482

 
7,330

 
(1,038
)
 
81,866

 
 
 
 
 
 
 
 
 
 
 
 
 
Operating Expenses
 
 
 
 
 
 
 
 
 
 
 
 
Advertising and promotion
 

 
2,689

 
14,066

 
2,341

 

 
19,096

General and administrative
 
1,145

 
2,473

 
8,990

 
4,398

 

 
17,006

Depreciation and amortization
 
642

 
145

 
2,089

 
85

 

 
2,961

        Total operating expenses
 
1,787

 
5,307

 
25,145

 
6,824

 

 
39,063

        Operating income (loss)
 
(1,787
)
 
10,785

 
34,337

 
506

 
(1,038
)
 
42,803

 
 
 
 
 
 
 
 
 
 
 
 
 
Other (income) expense
 
 
 
 
 
 
 
 
 
 
 
 
Interest income
 
(12,133
)
 
(14,225
)
 
(762
)
 
(29
)
 
27,117

 
(32
)
Interest expense
 
8,548

 
14,685

 
17,805

 
764

 
(27,117
)
 
14,685

Equity in (income) loss of subsidiaries
 
(15,679
)
 
(10,898
)
 
959

 

 
25,618

 

        Total other (income) expense
 
(19,264
)
 
(10,438
)
 
18,002

 
735

 
25,618

 
14,653

Income (loss) before income taxes
 
17,477

 
21,223

 
16,335

 
(229
)
 
(26,656
)
 
28,150

Provision for income taxes
 
745

 
3,717

 
6,226

 
730

 

 
11,418

Net income (loss)
 
$
16,732

 
$
17,506

 
$
10,109

 
$
(959
)
 
$
(26,656
)
 
$
16,732

 
 
 
 
 
 
 
 
 
 
 
 
 
Comprehensive income, net of tax:
 
 
 
 
 
 
 
 
 
 
 
 
Currency translation adjustments
 
2,726

 
2,726

 
2,726

 
2,726

 
(8,178
)
 
2,726

Total other comprehensive income (loss)
 
2,726

 
2,726

 
2,726

 
2,726

 
(8,178
)
 
2,726

Comprehensive income (loss)
 
$
19,458

 
$
20,232

 
$
12,835

 
$
1,767

 
$
(34,834
)
 
$
19,458



- 27-




Condensed Consolidating Balance Sheet
June 30, 2015

 
 
 
 
 
 
 
 
 
 
 
 
 
(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
 
$
10,832

 
$

 
$

 
$
10,766

 
$

 
$
21,598

Accounts receivable, net
 

 
11,368

 
66,016

 
8,192

 

 
85,576

Inventories
 

 
7,492

 
61,651

 
6,045

 
(1,111
)
 
74,077

Deferred income tax assets
 
311

 
705

 
6,567

 
335

 

 
7,918

Prepaid expenses and other current assets
 
7,883

 
243

 
3,016

 
748

 

 
11,890

Total current assets
 
19,026

 
19,808

 
137,250

 
26,086

 
(1,111
)
 
201,059

 
 
 
 
 
 
 
 
 
 
 
 
 
Property and equipment, net
 
10,301

 
163

 
2,291

 
399

 

 
13,154

Goodwill
 

 
66,007

 
204,510

 
20,350

 

 
290,867

Intangible assets, net
 

 
192,191

 
1,850,501

 
87,168

 

 
2,129,860

Other long-term assets
 

 
1,562

 

 

 

 
1,562

Intercompany receivables
 
1,215,771

 
2,572,637

 
695,741

 
9,174

 
(4,493,323
)
 

Investment in subsidiary
 
1,569,115

 
1,245,085

 
67,970

 

 
(2,882,170
)
 

Total Assets
 
$
2,814,213

 
$
4,097,453

 
$
2,958,263

 
$
143,177

 
$
(7,376,604
)
 
$
2,636,502

 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and Stockholders' Equity
 
 
 
 
 
 
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
 
 
 
 
 
 
 
Current portion of long-term debt
 
$

 
$
8,525

 
$

 
$

 
$

 
$
8,525

Accounts payable
 
2,846

 
6,504

 
33,871

 
3,949

 

 
47,170

Accrued interest payable
 

 
9,359

 

 

 

 
9,359

Other accrued liabilities
 
4,710

 
1,400

 
27,116

 
3,512

 

 
36,738

Total current liabilities
 
7,556

 
25,788

 
60,987

 
7,461

 

 
101,792

 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term debt
 
 
 
 
 
 
 
 
 
 
 
 
Principal amount
 

 
1,540,075

 

 

 

 
1,540,075

Less unamortized debt costs
 

 
(33,534
)
 

 

 

 
(33,534
)
Long-term debt, net
 

 
1,506,541

 

 

 

 
1,506,541

 
 
 
 
 
 
 
 
 
 
 
 
 
Deferred income tax liabilities
 

 
59,464

 
303,440

 
24

 

 
362,928

Other long-term liabilities
 

 

 
2,333

 
184

 

 
2,517

Intercompany payables
 
2,143,933

 
1,003,970

 
1,275,240

 
70,180

 
(4,493,323
)
 

Total Liabilities
 
2,151,489

 
2,595,763

 
1,642,000

 
77,849

 
(4,493,323
)
 
1,973,778

 
 
 
 
 
 
 
 
 
 
 
 
 
Stockholders' Equity
 
 
 
 
 
 
 
 
 
 
 
 
Common stock
 
530

 

 

 

 

 
530

Additional paid-in capital
 
437,554

 
1,280,948

 
1,131,578

 
74,031

 
(2,486,557
)
 
437,554

Treasury stock, at cost
 
(5,121
)
 

 

 

 

 
(5,121
)
Accumulated other comprehensive income (loss), net of tax
 
(23,817
)
 
(23,817
)
 
(23,817
)
 
(23,817
)
 
71,451

 
(23,817
)
Retained earnings (accumulated deficit)
 
253,578

 
244,559

 
208,502

 
15,114

 
(468,175
)
 
253,578

Total Stockholders' Equity
 
662,724

 
1,501,690

 
1,316,263

 
65,328

 
(2,883,281
)
 
662,724

Total Liabilities and Stockholders' Equity
 
$
2,814,213

 
$
4,097,453

 
$
2,958,263

 
$
143,177

 
$
(7,376,604
)
 
$
2,636,502



- 28-



Condensed Consolidating Balance Sheet
March 31, 2015

(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
 
$
11,387

 
$

 
$

 
$
9,931

 
$

 
$
21,318

Accounts receivable, net
 

 
14,539

 
66,523

 
6,796

 

 
87,858

Inventories
 

 
8,667

 
60,297

 
6,182

 
(1,146
)
 
74,000

Deferred income tax assets
 
452

 
674

 
6,497

 
474

 

 
8,097

Prepaid expenses and other current assets
 
5,731

 
141

 
3,804

 
758

 

 
10,434

Total current assets
 
17,570

 
24,021

 
137,121

 
24,141

 
(1,146
)
 
201,707

 
 
 
 
 
 
 
 
 
 
 
 
 
Property and equipment, net
 
10,726

 
175

 
2,207

 
636

 

 
13,744

Goodwill
 

 
66,007

 
204,205

 
20,439

 

 
290,651

Intangible assets, net
 

 
192,325

 
1,854,798

 
87,577

 

 
2,134,700

Other long-term assets
 

 
1,165

 

 

 

 
1,165

Intercompany receivables
 
1,210,017

 
2,607,054

 
668,169

 
8,764

 
(4,494,004
)
 

Investment in subsidiary
 
1,545,575

 
1,228,535

 
65,564

 

 
(2,839,674
)
 

Total Assets
 
$
2,783,888

 
$
4,119,282

 
$
2,932,064

 
$
141,557

 
$
(7,334,824
)
 
$
2,641,967

 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and Stockholders' Equity
 
 
 
 
 
 
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
 
 
 
 
 
 
 
Accounts payable
 
$
1,959

 
$
6,829

 
$
32,898

 
$
4,429

 
$

 
$
46,115

Accrued interest payable
 

 
11,974

 

 

 

 
11,974

Other accrued liabilities
 
10,378

 
1,153

 
25,795

 
3,622

 

 
40,948

Total current liabilities
 
12,337

 
19,956

 
58,693

 
8,051

 

 
99,037

 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term debt
 
 
 
 
 
 
 
 
 
 
 
 
Principal amount
 

 
1,593,600

 

 

 

 
1,593,600

Less unamortized debt costs
 

 
(32,327
)
 

 

 

 
(32,327
)
Long-term debt, net
 

 
1,561,273

 

 

 

 
1,561,273

 
 
 
 
 
 
 
 
 
 
 
 
 
Deferred income tax liabilities
 

 
59,038

 
292,504

 
27

 

 
351,569

Other long-term liabilities
 

 

 
2,293

 
171

 

 
2,464

Intercompany payables
 
2,143,927

 
1,001,219

 
1,279,833

 
69,025

 
(4,494,004
)
 

Total Liabilities
 
2,156,264

 
2,641,486

 
1,633,323

 
77,274

 
(4,494,004
)
 
2,014,343

 
 
 
 
 
 
 
 
 
 
 
 
 
Stockholders' Equity
 
 
 
 
 
 
 
 
 
 
 
 
Common stock
 
525

 

 

 

 

 
525

Additional paid-in capital
 
426,584

 
1,280,948

 
1,131,578

 
74,031

 
(2,486,557
)
 
426,584

Treasury stock, at cost
 
(3,478
)
 

 

 

 

 
(3,478
)
Accumulated other comprehensive income (loss), net of tax
 
(23,412
)
 
(23,412
)
 
(23,412
)
 
(23,412
)
 
70,236

 
(23,412
)
Retained earnings (accumulated deficit)
 
227,405

 
220,260

 
190,575

 
13,664

 
(424,499
)
 
227,405

Total Stockholders' Equity
 
627,624

 
1,477,796

 
1,298,741

 
64,283

 
(2,840,820
)
 
627,624

Total Liabilities and Stockholders' Equity
 
$
2,783,888

 
$
4,119,282

 
$
2,932,064

 
$
141,557

 
$
(7,334,824
)
 
$
2,641,967



- 29-



Condensed Consolidating Statement of Cash Flows
Three Months Ended June 30, 2015

(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)
 
$
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 provided by (used in) financing activities
 
2,008

 
(12,025
)
 
(33,616
)
 
746

 

 
(42,887
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Effect of exchange rate changes on cash and cash equivalents
 

 

 

 
82

 

 
82

(Decrease) increase 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




- 30-



Condensed Consolidating Statement of Cash Flows
Three Months Ended June 30, 2014

(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)
 
$
16,732

 
$
17,506

 
$
10,109

 
$
(959
)
 
$
(26,656
)
 
$
16,732

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
 
 
 
 
 
 
 
 
 
 
 
 
Depreciation and amortization
 
642

 
145

 
2,089

 
85

 

 
2,961

Deferred income taxes
 
(1
)
 
892

 
6,330

 
(81
)
 

 
7,140

Amortization of debt origination costs
 

 
995

 

 

 

 
995

Stock-based compensation costs
 
1,858

 

 

 

 

 
1,858

Equity in income of subsidiaries
 
(15,679
)
 
(10,898
)
 
959

 

 
25,618

 

Changes in operating assets and liabilities, net of effects from acquisitions:
 
 
 
 
 
 
 
 
 
 
 
 
Accounts receivable
 
467

 
(130
)
 
8,941

 
(2,322
)
 

 
6,956

Inventories
 

 
3,288

 
(2,822
)
 
36

 
1,038

 
1,540

Prepaid expenses and other current assets
 
947

 
(920
)
 
(1,706
)
 
(524
)
 

 
(2,203
)
Accounts payable
 
(936
)
 
(916
)
 
(2,918
)
 
1,674

 

 
(3,096
)
Accrued liabilities
 
(4,800
)
 
4,733

 
(5,663
)
 
2,518

 

 
(3,212
)
Net cash provided by (used in) operating activities
 
(770
)
 
14,695

 
15,319

 
427

 

 
29,671

 
 
 
 
 
 
 
 
 
 
 
 
 
Investing Activities
 
 
 
 
 
 
 
 
 
 
 
 
Purchases of property and equipment
 
(385
)
 

 
(11
)
 
(100
)
 

 
(496
)
Acquisition of the Hydralyte brand
 

 

 

 
(77,991
)
 

 
(77,991
)
Intercompany activity, net
 

 
(77,991
)
 

 
77,991

 

 

Net cash used in investing activities
 
(385
)
 
(77,991
)
 
(11
)
 
(100
)
 

 
(78,487
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Financing Activities
 
 
 
 
 
 
 
 
 
 
 
 
Borrowings under revolving credit agreement
 

 
65,000

 

 

 

 
65,000

Repayments under revolving credit agreement
 

 
(30,000
)
 

 

 

 
(30,000
)
Payment of debt origination costs
 

 
(74
)
 

 

 

 
(74
)
Proceeds from exercise of stock options
 
1,294

 

 

 

 

 
1,294

Proceeds from restricted stock exercises
 
57

 

 

 

 

 
57

Excess tax benefits from share-based awards
 
950

 

 

 

 

 
950

Fair value of shares surrendered as payment of tax withholding
 
(1,171
)
 

 

 

 

 
(1,171
)
Intercompany activity, net
 
(13,700
)
 
28,370

 
(15,308
)
 
638

 

 

Net cash provided by (used in) financing activities
 
(12,570
)
 
63,296

 
(15,308
)
 
638

 

 
36,056

 
 
 
 
 
 
 
 
 
 
 
 
 
Effect of exchange rate changes on cash and cash equivalents
 

 

 

 
104

 

 
104

(Decrease) increase in cash and cash equivalents
 
(13,725
)
 

 

 
1,069

 

 
(12,656
)
Cash and cash equivalents - beginning of period
 
24,644

 

 

 
3,687

 

 
28,331

Cash and cash equivalents - end of period
 
$
10,919

 
$

 
$

 
$
4,756

 
$

 
$
15,675



- 31-



20. Subsequent Events

Pursuant to the Plan, each of the independent members of the Board of Directors received a grant of 2,075 restricted stock units on August 4, 2015. The restricted stock units vest on August 4, 2016 and shall be settled by delivery to the director of one share of common stock of the Company for each vested restricted stock unit promptly following the earliest of the director's (i) death, (ii) disability or (iii) the six-month anniversary of the date on which the director's Board membership ceases for reasons other than death or disability.

- 32-




ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read together with the Consolidated Financial Statements and the related notes included in this Quarterly Report on Form 10-Q, as well as our Annual Report on Form 10-K for the fiscal year ended March 31, 2015.  This discussion and analysis may contain forward-looking statements that involve certain risks, assumptions and uncertainties.  Future results could differ materially from the discussion that follows for many reasons, including the factors described in Part I, Item 1A., “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2015, as well as those described in Part II, Item 1A, "Risk Factors" in this Quarterly Report on Form 10-Q and in future reports filed with the Securities and Exchange Commission (the "SEC").
See also “Cautionary Statement Regarding Forward-Looking Statements” on page 51 of this Quarterly Report on Form 10-Q.

General
We are engaged in the marketing, sales and distribution of over-the-counter (“OTC”) healthcare and household cleaning products to mass merchandisers, drug stores, supermarkets, and club, convenience, and dollar stores in North America (the United States and Canada), and in Australia and certain other international markets.  We use the strength of our brands, our established retail distribution network, a low-cost operating model and our experienced management team to grow our presence in these categories and, as a result, grow our sales and profits.

We have grown our product portfolio both organically and through acquisitions. We develop our core brands organically by investing in new product lines, brand extensions and providing advertising support. Acquisitions of OTC brands have also been an important part of our growth strategy. We have acquired well-recognized brands from consumer products and pharmaceutical companies as well as from private equity investors. While many of these brands have long histories of brand development and investment, we believe that, at the time we acquired them, many were considered “non-core” by their previous owners. As a result, these acquired brands did not benefit from adequate management focus and marketing support during the period prior to their acquisition, which created significant opportunities for us to reinvigorate these brands and improve their performance post-acquisition. After adding a brand to our portfolio, we seek to increase its sales, market share and distribution in both existing and new channels through our established retail distribution network.  This is achieved often through increased spending on advertising and promotional support, new sales and marketing strategies, improved packaging and formulations and innovative development of brand extensions.

Acquisitions

Acquisition of Insight Pharmaceuticals
On September 3, 2014, the Company completed the acquisition of Insight Pharmaceuticals Corporation ("Insight"), a marketer and distributor of feminine care and other OTC healthcare products, for $753.2 million in cash. The closing followed the Federal Trade Commission’s (“FTC”) approval of the acquisition and was finalized pursuant to the terms of the purchase agreement announced on April 25, 2014. Pursuant to the Insight purchase agreement, the Company acquired 27 OTC brands sold in North America (including related trademarks, contracts and inventory), which extended the Company's portfolio of OTC brands to include a leading feminine care platform in the United States and Canada anchored by Monistat, the leading brand in OTC yeast infection treatment. The acquisition also added brands to the Company's cough & cold, pain relief, ear care and dermatological platforms. In connection with the FTC's approval of the Insight acquisition, we sold one of the competing brands that we acquired from Insight on the same day as the Insight closing. Insight is primarily included in our North American OTC Healthcare segment.

The Insight acquisition was accounted for in accordance with the Business Combinations topic of the Financial Accounting Standards Board ('FASB") Accounting Standards Codification ("ASC") 805, which requires that the total cost of an acquisition be allocated to the tangible and intangible assets acquired and liabilities assumed based upon their respective fair values at the date of acquisition.

We prepared an analysis of the fair values of the assets acquired and liabilities assumed as of the date of acquisition. During the quarter ended June 30, 2015, we adjusted the fair values of the assets acquired and liabilities assumed for certain immaterial items that came to our attention subsequent to the date of acquisition. The following table summarizes our allocation of the assets acquired and liabilities assumed as of the September 3, 2014 acquisition date.



- 33-



(In thousands)
September 3, 2014
 
 
Cash acquired
$
3,507

Accounts receivable
26,012

Inventories
23,456

Deferred income tax assets - current
1,032

Prepaids and other current assets
1,341

Property, plant and equipment
2,308

Goodwill
103,560

Intangible assets
724,374

Total assets acquired
885,590

 
 
Accounts payable
16,079

Accrued expenses
8,539

Deferred income tax liabilities - long term
107,799

Total liabilities assumed
132,417

Total purchase price
$
753,173


Based on this analysis, we allocated $599.6 million to indefinite-lived intangible assets and $124.8 million to amortizable intangible assets. We are amortizing the purchased amortizable intangible assets on a straight-line basis over an estimated weighted average useful life of 16.2 years. The weighted average remaining life for amortizable intangible assets at June 30, 2015 was 15.3 years.

We also recorded goodwill of $103.6 million based on the amount by which the purchase price exceeded the fair value of the net assets acquired. Goodwill is not deductible for income tax purposes.

The operating results of Insight have been included in our Consolidated Financial Statements beginning September 3, 2014. On September 3, 2014, we sold one of the brands we acquired from the Insight acquisition for $18.5 million, for which we had allocated $17.7 million, $0.6 million and $0.2 million to intangible assets, inventory and property, plant and equipment, respectively.

Acquisition of the Hydralyte brand
On April 30, 2014, we completed the acquisition of the Hydralyte brand in Australia and New Zealand from The Hydration Pharmaceuticals Trust of Victoria, Australia, which was funded through a combination of cash on hand and our existing senior secured credit facility.

Hydralyte is the leading OTC brand in oral rehydration in Australia and is marketed and sold through our Care Pharmaceuticals Pty Ltd. subsidiary ("Care Pharma"). Hydralyte is available in pharmacies in multiple forms and is indicated for oral rehydration following diarrhea, vomiting, fever, heat and other ailments. Hydralyte is included in our International OTC Healthcare segment.

The Hydralyte acquisition was accounted for in accordance with the Business Combinations topic of the FASB ASC 805, which requires that the total cost of an acquisition be allocated to the tangible and intangible assets acquired and liabilities assumed based upon their respective fair values at the date of acquisition.


- 34-



We prepared an analysis of the fair values of the assets acquired and liabilities assumed as of the date of acquisition. The following table summarizes our allocation of the assets acquired and liabilities assumed as of the April 30, 2014 acquisition date.

(In thousands)
April 30, 2014
 
 
Inventories
$
1,970

Property, plant and equipment, net
1,267

Goodwill
1,224

Intangible assets, net
73,580

Total assets acquired
78,041

 
 
Accrued expenses
38

Other long term liabilities
12

Total liabilities assumed
50

Net assets acquired
$
77,991


Based on this analysis, we allocated $73.6 million to non-amortizable intangible assets and no allocation was made to amortizable intangible assets.

We also recorded goodwill of $1.2 million based on the amount by which the purchase price exceeded the fair value of the net assets acquired. Goodwill is not deductible for income tax purposes.

The pro forma effect of this acquisition on revenues and earnings was not material.


- 35-



Results of Operations

Three Months Ended June 30, 2015 compared to the Three Months Ended June 30, 2014

Total Segment Revenues

The following table represents total revenue by segment, including product groups, for the three months ended June 30, 2015 and 2014.
 
Three Months Ended June 30,
 
 
 
 
 
Increase (Decrease)
(In thousands)
2015
%
2014
%
Amount
%
North American OTC Healthcare
 
 
 
 
 
Analgesics
$
26,848

14.0
$
25,031

17.2
$
1,817

7.3

Cough & Cold
19,759

10.3
20,043

13.8
(284
)
(1.4
)
Women's Health
32,908

17.1
368

0.3
32,540

(*)

Gastrointestinal
20,320

10.6
20,638

14.2
(318
)
(1.5
)
Eye & Ear Care
24,332

12.7
20,725

14.2
3,607

17.4

Dermatologicals
20,095

10.5
12,260

8.4
7,835

63.9

Oral Care
9,977

5.2
10,187

7.0
(210
)
(2.1
)
Other OTC
1,412

0.6
1,181

0.7
231

19.6

Total North American OTC Healthcare
155,651

81.0
110,433

75.8
45,218

40.9

 
 
 
 
 
 
 
International OTC Healthcare
 
 
 
 
 
Analgesics
530

0.3
665

0.5
(135
)
(20.3
)
Cough & Cold
4,506

2.3
4,798

3.3
(292
)
(6.1
)
Women's Health
700

0.4
518

0.3
182

35.1

Gastrointestinal
3,808

2.0
2,497

1.7
1,311

52.5

Eye & Ear Care
3,930

2.0
4,642

3.2
(712
)
(15.3
)
Dermatologicals
534

0.3
542

0.4
(8
)
(1.5
)
Oral Care
194

0.1
62

132

212.9

Other OTC
7

3

4

133.3

Total International OTC Healthcare
14,209

7.4
13,727

9.4
482

3.5

 
 
 
 
 
 
 
Total OTC Healthcare
169,860

88.4
124,160

85.2
45,700

36.8

Household Cleaning
22,272

11.6
21,542

14.8
730

3.4

Total Consolidated
$
192,132

100.0
$
145,702

100.0
$
46,430

31.9

(*) % not meaningful

Total segment revenues for the three months ended June 30, 2015 were $192.1 million, an increase of $46.4 million, or 31.9%, versus the three months ended June 30, 2014. This increase was primarily related to an increase in the North American OTC Healthcare segment due to the acquisition of Insight and higher revenues from certain of our core OTC brands.

North American OTC Healthcare Segment
Revenues for the North American OTC Healthcare segment increased $45.2 million, or 40.9%, during the three months ended June 30, 2015 versus the three months ended June 30, 2014. 

This increase was primarily due to the acquisition of Insight, which contributed $42.5 million to the segment overall, including increases of $32.5 million, $5.7 million, $1.5 million, and $1.2 million in the women’s health, dermatologicals, eye & ear care, and cough & cold product groups, respectively. Although certain products in our cough & cold product group experienced growth, this was largely offset by declines in Pediacare, which continues to experience declines in revenues and market share due to increasing competition in the cough & cold market.

- 36-



We continue to monitor whether events or conditions would indicate that the fair value of the intangible asset no longer exceeds the carrying value. Although we continue to believe that the fair values of our brands exceed their carrying values, sustained or significant future declines in revenue, profitability, other adverse changes in expected operating results, and/or unfavorable changes in other economic factors used to estimate fair value of certain brands could indicate that fair value no longer exceeds carrying value, in which case a non-cash impairment charge may be recorded in future periods.

Additionally, in our women's health product group, a third-party manufacturer has failed to keep up with demand leading to product being temporarily out of stock, and therefore, we have begun utilizing an alternative manufacturer to supplement production, which we expect will eliminate out of stock issues in the future. We are also in the process of replacing the current supplier of the active ingredient (which will cease production late in the third quarter of calendar 2015) for certain products in the women's health product group. At this point, we have identified a number of alternative suppliers and expect to have a new supplier in place when necessary. Additionally, a third party manufacturer of our analgesics products has failed to keep up with demand from time to time leading to certain products being temporarily out of stock. If these supply issues are not resolved timely we may not have enough product to meet demand, which could adversely impact our business, result in a significant reduction of net sales and have an adverse impact on our results of operations and financial condition.

International OTC Healthcare Segment
Revenues for the International OTC Healthcare segment increased $0.5 million, or 3.5%, during the three months ended June 30, 2015 versus the three months ended June 30, 2014. This increase was primarily due to an increase of $1.3 million within the gastrointestinal product group during the three months ended June 30, 2015 versus the three months ended June 30, 2014. This increase was partially offset by a decrease of $0.7 million in the eye & ear care product group.

Household Cleaning Segment
Revenues for the Household Cleaning segment increased by $0.7 million, or 3.4%, during the three months ended June 30, 2015 versus the three months ended June 30, 2014. The increase was primarily due to increased sales in certain distribution channels.

Cost of Sales
The following table presents our cost of sales and cost of sales as a percentage of total segment revenues, by segment for each of the periods presented.
 
Three Months Ended June 30,
(In thousands)
 
 
 
 
 
 
 
 
Increase (Decrease)
Cost of Sales
2015
 
%
 
2014
 
%
 
Amount
 
%
North American OTC Healthcare
$
58,126

 
37.3
 
$
42,340

 
38.3
 
$
15,786

 
37.3
International OTC Healthcare
5,290

 
37.2
 
5,078

 
37.0
 
212

 
4.2
Household Cleaning
16,480

 
74.0
 
16,418

 
76.2
 
62

 
0.4
 
$
79,896

 
41.6
 
$
63,836

 
43.8
 
$
16,060

 
25.2

Cost of sales increased $16.1 million, or 25.2%, during the three months ended June 30, 2015 versus the three months ended June 30, 2014. This increase was largely due to increased sales volume associated with the acquisitions of Insight and the Hydralyte brand. As a percentage of total revenue, cost of sales decreased to 41.6% in the three months ended June 30, 2015 from 43.8% in the three months ended June 30, 2014. This decrease in cost of sales as a percentage of revenues was primarily due to the favorable impact from lower cost of sales as a percentage of revenue in the North American OTC Healthcare segment.

North American OTC Healthcare Segment
Cost of sales for the North American OTC Healthcare segment increased $15.8 million, or 37.3%, during the three months ended June 30, 2015 versus the three months ended June 30, 2014.  This increase was due to higher overall sales volume primarily from the acquisition of Insight and to higher manufacturing costs for certain of our products. As a percentage of North American OTC Healthcare revenues, cost of sales decreased to 37.3% during the three months ended June 30, 2015 from 38.3% during the three months ended June 30, 2014. The decrease in costs of sales as a percentage of revenues was primarily due to a favorable product mix in the North American OTC Healthcare segment. We anticipate increasing costs for certain of our products during the remainder of 2016 based on a manufacturer's notification to us. If we are unable to offset such cost increases by corresponding price increases, the increased costs could negatively impact our gross margins and results of operations.




- 37-



International OTC Healthcare Segment
Cost of sales for the International OTC Healthcare segment increased $0.2 million, or 4.2%, during the three months ended June 30, 2015 versus the three months ended June 30, 2014. This increase was due to the acquisition of Hydralyte and an increase in overall sales volume. As a percentage of International OTC Healthcare revenues, cost of sales in the International OTC Healthcare segment remained relatively consistent at 37.2% in the three months ended June 30, 2015 from 37.0% during the three months ended June 30, 2014.

Household Cleaning Segment
Cost of sales for the Household Cleaning segment increased $0.1 million, or 0.4%, during the three months ended June 30, 2015 versus the three months ended June 30, 2014.  As a percentage of Household Cleaning revenues, cost of sales decreased to 74.0% during the three months ended June 30, 2015 from 76.2% during the three months ended June 30, 2014. This decrease in cost of sales as a percentage of revenues was primarily attributable to a favorable product mix.

Gross Profit
The following table presents our gross profit and gross profit as a percentage of total segment revenues, by segment for each of the periods presented.

 
Three Months Ended June 30,
(In thousands)
 
 
 
 
 
 
 
 
Increase (Decrease)
Gross Profit
2015
 
%
 
2014
 
%
 
Amount
 
%
North American OTC Healthcare
$
97,525

 
62.7
 
$
68,093

 
61.7
 
$
29,432

 
43.2
International OTC Healthcare
8,919

 
62.8
 
8,649

 
63.0
 
270

 
3.1
Household Cleaning
5,792

 
26.0
 
5,124

 
23.8
 
668

 
13.0
 
$
112,236

 
58.4
 
$
81,866

 
56.2
 
$
30,370

 
37.1

Gross profit for the three months ended June 30, 2015 increased $30.4 million, or 37.1%, when compared with the three months ended June 30, 2014.  As a percentage of total revenues, gross profit increased to 58.4% in the three months ended June 30, 2015 from 56.2% in the three months ended June 30, 2014. The increase in gross profit as a percentage of revenues was primarily the result of higher gross margins associated with the acquired Insight brands and Hydralyte.

North American OTC Healthcare Segment
Gross profit for the North American OTC Healthcare segment increased $29.4 million, or 43.2%, during the three months ended June 30, 2015 versus the three months ended June 30, 2014.  This increase was due to higher overall sales volume primarily from the acquisition of Insight, slightly offset by higher manufacturing costs for certain of our products. As a percentage of North American OTC Healthcare revenues, gross profit remained relatively consistent for the three months ended June 30, 2015 and 2014.

International OTC Healthcare Segment
Gross profit for the International OTC Healthcare segment increased $0.3 million, or 3.1%, during the three months ended June 30, 2015 versus the three months ended June 30, 2014. This increase was due primarily to the acquisition of Hydralyte. As a percentage of International OTC Healthcare revenues, gross profit remained relatively consistent at 62.8% during the three months ended June 30, 2015 from 63.0% during the three months ended June 30, 2014.

Household Cleaning Segment
Gross profit for the Household Cleaning segment increased $0.7 million, or 13.0%, during the three months ended June 30, 2015 versus the three months ended June 30, 2014.  As a percentage of Household Cleaning revenue, gross profit increased to 26.0% during the three months ended June 30, 2015 from 23.8% during the three months ended June 30, 2014. The increase in gross profit as a percentage of revenues was primarily attributable to higher sales through certain distribution channels that have higher gross margins.


- 38-



Contribution Margin
The following table presents our contribution margin and contribution margin as a percentage of total segment revenues, by segment for each of the periods presented.

 
Three Months Ended June 30,
(In thousands)
 
 
 
 
 
 
 
 
Increase (Decrease)
Contribution Margin
2015
 
%
 
2014
 
%
 
Amount
 
%
North American OTC Healthcare
$
74,330

 
47.8
 
$
51,740

 
46.9
 
$
22,590

 
43.7

International OTC Healthcare
6,196

 
43.6
 
6,310

 
46.0
 
(114
)
 
(1.8
)
Household Cleaning
5,288

 
23.7
 
4,720

 
21.9
 
568

 
12.0

 
$
85,814

 
44.7
 
$
62,770

 
43.1
 
$
23,044

 
36.7


Contribution margin is the financial measure that we use as a primary measure for evaluating segment performance. It is defined as gross profit less advertising and promotional expenses. Contribution margin increased $23.0 million, or 36.7%, during the three months ended June 30, 2015 versus the three months ended June 30, 2014.  The contribution margin increase was primarily the result of the increased gross profit, offset by higher advertising and promotional expenses, mainly incurred for Insight, during the three months ended June 30, 2015 versus the three months ended June 30, 2014.

North American OTC Healthcare Segment
Contribution margin for the North American OTC Healthcare segment increased $22.6 million, or 43.7%, during the three months ended June 30, 2015 versus the three months ended June 30, 2014. The contribution margin increase was primarily the result of the higher sales volumes primarily associated with the Insight acquisition and the resulting higher gross profit, partially offset by higher advertising and promotional expenses. As a percentage of North American OTC Healthcare revenues, contribution margin for the North American OTC Healthcare segment increased to 47.8% during the three months ended June 30, 2015 from 46.9% during the three months ended June 30, 2014.

International OTC Healthcare Segment
Contribution margin for the International OTC Healthcare segment decreased $0.1 million, or 1.8%, during the three months ended June 30, 2015 versus the three months ended June 30, 2014. As a percentage of International OTC Healthcare revenues, contribution margin from the International OTC Healthcare segment decreased to 43.6% during the three months ended June 30, 2015 from 46.0% during the three months ended June 30, 2014. This decrease in contribution margin as a percentage of revenues was primarily related to an increase in advertising and promotion expenses during the three months ended June 30, 2015 versus June 30, 2014.

Household Cleaning Segment
Contribution margin for the Household Cleaning segment increased $0.6 million, or 12.0%, during the three months ended June 30, 2015 versus the three months ended June 30, 2014.  As a percentage of Household Cleaning revenues, contribution margin from the Household Cleaning segment increased to 23.7% during the three months ended June 30, 2015 from 21.9% during the three months ended June 30, 2014. The contribution margin increase as a percentage of revenues was primarily due to the gross profit increase in the Household Cleaning segment discussed above.
 
General and Administrative
General and administrative expenses were $17.6 million for the three months ended June 30, 2015 versus $17.0 million for the three months ended June 30, 2014. The increase in general and administrative expenses was primarily due to higher compensation costs of $4.4 million as the result of increased headcount associated with the Insight acquisition, and higher information technology costs and legal and other professional costs of $0.4 million and $0.3 million, respectively. This increase was partially offset by a decrease in acquisition costs of $4.6 million related to the acquisition of Hydralyte during the first quarter of fiscal 2015.

Depreciation and Amortization
Depreciation and amortization expense was $5.7 million and $3.0 million for the three months ended June 30, 2015 and 2014, respectively. The increase in depreciation and amortization expense was due to higher intangible asset amortization in the current period related to the intangible assets acquired as a result of the Insight acquisition.


- 39-



Interest Expense
Net interest expense was $21.9 million during the three months ended June 30, 2015 versus $14.7 million during the three months ended June 30, 2014. The increase in interest expense was primarily the result of a higher level of indebtedness, primarily related to the acquisition of Insight. The average indebtedness outstanding increased from approximately $1.0 billion during the three months ended June 30, 2014 to $1.6 billion during the three months ended June 30, 2015. The increase in average indebtedness outstanding is the result of additional borrowings under our term loan facility and revolving credit facility to fund our acquisition of Insight. The average cost of borrowing decreased to 5.5% for the three months ended June 30, 2015, from 6.0% for the three months ended June 30, 2014.

Income Taxes
The provision for income taxes during the three months ended June 30, 2015 was $14.0 million versus $11.4 million during the three months ended June 30, 2014.  The effective tax rate during the three months ended June 30, 2015 was 34.8% versus 40.6% during the three months ended June 30, 2014. The decrease in the effective tax rate for the three months ended June 30, 2015 was primarily due to the impact of certain non-deductible items related to acquisitions during the three months ended June 30, 2014. The decrease in the effective tax rate for the three months ended June 30, 2015 was primarily due to the impact of certain non-deductible items related to acquisitions in the prior year period and to favorable deductions related to stock options and equity awards that were realized in the current year period. The estimated effective tax rate for the remaining quarters of the fiscal year ending March 31, 2016 is expected to be approximately 35.4%, excluding the impact of acquisitions and discrete items that may occur.

Liquidity and Capital Resources

Liquidity
Our primary source of cash comes from our cash flow from operations. In the past, we have supplemented this source of cash with various debt facilities, primarily in connection with acquisitions. We have financed, and expect to continue to finance our operations over the next twelve months, with a combination of borrowings and funds generated from operations.  Our principal uses of cash are for operating expenses, debt service, acquisitions, working capital and capital expenditures.

The following table summarizes our cash provided by (used in) operating activities, investing activities and financing activities as reported in our consolidated statements of cash flows in the accompanying Consolidated Financial Statements.

 
Three Months ended June 30,
(In thousands)
2015
 
2014
Cash provided by (used in):
 
 
 
Operating Activities
$
43,521

 
$
29,671

Investing Activities
(436
)
 
(78,487
)
Financing Activities
(42,887
)
 
36,056



Operating Activities
Net cash provided by operating activities was $43.5 million for the three months ended June 30, 2015 compared to $29.7 million for the three months ended June 30, 2014. The $13.8 million increase in net cash provided by operating activities was primarily due to an increase in non-cash charges of $9.9 million, an increase in net income of $9.4 million, offset partially by an increase in working capital of $5.5 million.

Working capital is defined as current assets (excluding cash and cash equivalents) minus current liabilities. Working capital increased in the three months ended June 30, 2015 compared to the three months ended June 30, 2014 due to increases in accounts receivable and inventories of $4.4 million and $1.8 million, respectively, and a decrease in accrued liabilities of $3.9 million. The increase in working capital was offset by an increase in accounts payable of $3.9 million and a decrease in prepaid expenses of $0.7 million.

Non-cash charges increased $9.9 for the three months ended June 30, 2015 from the three months ended June 30, 2014 million primarily due to the increase in deferred income taxes of $4.4 million, depreciation and amortization of $2.8 million, debt amortization and loss on debt extinguishment of $1.5 million and stock based compensation costs of $1.2 million.




- 40-




Investing Activities
Net cash used in investing activities was $0.4 million for the three months ended June 30, 2015 compared to $78.5 million for the three months ended June 30, 2014. The decrease in net cash used in investing activities was primarily due to the use of cash for the acquisition of the Hydralyte brand in April 2014 of $78.0 million.
  
Financing Activities
Net cash used in financing activities was $42.9 million for the three months ended June 30, 2015 compared to net cash provided by financing activities of $36.1 million for the three months ended June 30, 2014.  The decrease was primarily due to an increase in payments of $25.0 million for the Term Loan, $5.0 million for the revolving credit agreement, and $4.1 million for debt origination costs. Additionally, the decrease was attributable to a decrease of $50 million in borrowings under our revolving credit agreement. The decreases were slightly offset by an increase in proceeds from the exercise of stock options of $5.0 million. Our outstanding indebtedness was $1,548.6 million at June 30, 2015 compared to $1,593.6 million at June 30, 2014.

Capital Resources

2012 Senior Notes, 2012 Term Loan and 2012 ABL Revolver:
On January 31, 2012, Prestige Brands, Inc. (the "Borrower") (i) issued senior unsecured notes in an aggregate principal amount of $250.0 million (the "2012 Senior Notes"), (ii) entered into a $660.0 million term loan facility (the "2012 Term Loan") with a seven-year maturity and a $50.0 million asset-based revolving credit facility (the "2012 ABL Revolver") with a five-year maturity, and (iii) repaid in full and canceled its then-existing credit facility. The 2012 Term Loan was issued with an original issue discount of 1.5% of the principal amount thereof, resulting in net proceeds to the Borrower of $650.1 million. In addition to the discount, we incurred $33.3 million in issuance costs related to the 2012 Senior Notes, the 2012 Term Loan and the 2012 ABL Revolver, which were capitalized as deferred financing costs and are being amortized over the terms of the related loans and notes. The Borrower may redeem some or all of the 2012 Senior Notes at redemption prices set forth in the indenture governing the 2012 Senior Notes. The 2012 Senior Notes are guaranteed by Prestige Brands Holdings, Inc. and certain of its 100% domestic owned subsidiaries. Each of these guarantees is joint and several. There are no significant restrictions on the ability of any of the guarantors to obtain funds from their subsidiaries or to make payments to the Borrower or Prestige Brands Holdings, Inc.

On February 21, 2013, the Borrower entered into an amendment to the 2012 Term Loan ("Term Loan Amendment No. 1"). The Term Loan Amendment No. 1 provided for the refinancing of all of the Borrower's existing Term B Loans with new Term B-1 Loans (the "Term B-1 Loans"). The interest rate on the Term B-1 Loans under Term Loan Amendment No. 1 was based, at the Borrower's option, on a LIBOR rate plus a margin of 2.75% per annum, with a LIBOR floor of 1.00%, or an alternate base rate, with a floor of 2.00%, plus a margin. The new Term B-1 Loans mature on the same date as the Term B Loans' original maturity date.  In addition, Term Loan Amendment No. 1 provided the Borrower with certain additional capacity to prepay subordinated debt, the 2012 Senior Notes and certain other unsecured indebtedness permitted to be incurred under the credit agreement governing the 2012 Term Loan and 2012 ABL Revolver. In connection with Term Loan Amendment No. 1, during the fourth quarter ended March 31, 2013, we recognized a $1.4 million loss on the extinguishment of debt.
On September 3, 2014, the Borrower entered into Amendment No. 2 ("Term Loan Amendment No. 2") to the 2012 Term Loan. Term Loan Amendment No. 2 provided for (i) the creation of a new class of Term B-2 Loans in an aggregate principal amount of $720.0 million (the "Term B-2 Loans"), (ii) increased flexibility under the credit agreement governing the 2012 Term Loan and the 2012 ABL Revolver, including additional investment, restricted payment and debt incurrence flexibility and financial maintenance covenant relief, and (iii) an interest rate on (x) the Term B-1 Loans that was based, at the Borrower’s option, on a LIBOR rate plus a margin of 3.125% per annum, with a LIBOR floor of 1.00%, or an alternate base rate, with a floor of 2.00%, plus a margin, and (y) the Term B-2 Loans that was based, at the Borrower’s option, on a LIBOR rate plus a margin of 3.50% per annum, with a LIBOR floor of 1.00%, or an alternate base rate, with a floor of 2.00%, plus a margin (with a margin step-down to 3.25% per annum, based upon achievement of a specified secured net leverage ratio).
On May 8, 2015, the Borrower entered into Amendment No. 3 (the "Term Loan Amendment No. 3") to the 2012 Term Loan. Term Loan Amendment No. 3 provides for (i) the creation of a new class of Term B-3 Loans under the 2012 Term Loan (the "Term B-3 Loans") in an aggregate principal amount of $852.5 million, which combined the current outstanding balances of the Term B-1 Loans of $207.5 million and the Term B-2 Loans of $645.0 million, (ii) increased flexibility under the credit agreement governing the 2012 Term Loan, including additional investment, restricted payment, and debt incurrence flexibility and financial maintenance covenant relief, and (iii) an interest rate on the Term B-3 Loans that is based, at the Borrower’s option, on a LIBOR rate plus a margin of 2.75% per annum, with a LIBOR floor of 0.75%, or an alternate base rate, with a floor of 1.75%, plus a margin. The maturity date of the Term B-3 Loans remains the same as the Term B-2 Loans' original maturity date of September 3, 2021.

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On September 3, 2014, the Borrower entered into Amendment No. 3 (“ABL Amendment No. 3”) to the 2012 ABL Revolver. ABL Amendment No. 3 provided for (i) a $40.0 million increase in revolving commitments under the 2012 ABL Revolver and (ii)increased flexibility under the credit agreement governing the 2012 Term Loan and the 2012 ABL Revolver, including additional investment, restricted payment and debt incurrence flexibility. Borrowings under the 2012 ABL Revolver, as amended, bear interest at a rate per annum equal to an applicable margin, plus, at the Borrower's option, either (i) a base rate determined by reference to the highest of (a) the Federal Funds rate plus 0.50%, (b) the prime rate of Citibank, N.A., or (c) the LIBOR rate determined by reference to the cost of funds for U.S. dollar deposits for an interest period of one month, adjusted for certain additional costs, plus 1.00% or (ii) a LIBOR rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing, adjusted for certain additional costs. The initial applicable margin for borrowings under the 2012 ABL Revolver is 1.75% with respect to LIBOR borrowings and 0.75% with respect to base-rate borrowings. The applicable margin for borrowings under the 2012 ABL Revolver may be increased to 2.00% or 2.25% for LIBOR borrowings and 1.00% or 1.25% for base-rate borrowings, depending on average excess availability under the 2012 ABL Revolver during the prior fiscal quarter. In addition to paying interest on outstanding principal under the 2012 ABL Revolver, we are required to pay a commitment fee to the lenders under the 2012 ABL Revolver in respect of the unutilized commitments thereunder. The initial commitment fee rate is 0.50% per annum. The commitment fee rate will be reduced to 0.375% per annum at any time when the average daily unused commitments for the prior quarter is less than a percentage of total commitments by an amount set forth in the credit agreement covering the 2012 ABL Revolver.
On June 9, 2015, the Borrower entered into Amendment No. 4 (“ABL Amendment No. 4”) to the 2012 ABL Revolver. ABL Amendment No. 4 provides for (i) a $35.0 million increase in the accordion feature under the 2012 ABL Revolver and (ii) increased flexibility under the credit agreement governing the 2012 ABL Revolver, including additional investment, restricted payment, and debt incurrence flexibility and financial maintenance covenant relief and (iii) extended the maturity date to five years from the effective date (to June 9, 2020). We may voluntarily repay outstanding loans under the 2012 ABL Revolver at any time without a premium or penalty. For the three months ended June 30, 2015, the average interest rate on the amounts borrowed under the 2012 ABL Revolver was 2.3%.
2013 Senior Notes:
On December 17, 2013, the Borrower issued $400.0 million of the senior unsecured notes. The Borrower may redeem some or all of the 2013 Senior Notes at redemption prices set forth in the indenture governing the 2013 Senior Notes. The 2013 Senior Notes are guaranteed by Prestige Brands Holdings, Inc. and certain of its 100% domestic owned subsidiaries. Each of these guarantees is joint and several. There are no significant restrictions on the ability of any of the guarantors to obtain funds from their subsidiaries or to make payments to the Borrower or Prestige Brands Holdings, Inc. As a result of this issuance, in December 2013, we redeemed $201.7 million of our 8.25% senior notes due 2018 and the balance of $48.3 million in January 2014 and repaid approximately $120.0 million toward our 2012 Term Loan.
As of June 30, 2015, we had an aggregate of $1,548.6 million of outstanding indebtedness, which consisted of the following:

$250.0 million of 8.125% 2012 Senior Notes due 2020;
$400.0 million of 5.375% 2013 Senior Notes due 2021;
$852.5 million of borrowings under the Term B-3 Loans; and
$46.1 million of borrowings under the 2012 ABL Revolver.

As of June 30, 2015, we had $63.0 million of borrowing capacity under the 2012 ABL Revolver.

The 2012 Term Loan, as amended, bears interest at a rate per annum equal to an applicable margin plus, at our option, either (i) a base rate determined by reference to the highest of (a) the Federal Funds rate plus 0.50%, (b) the prime rate of Citibank, N.A., (c) the LIBOR rate determined by reference to the cost of funds for U.S. dollar deposits for an interest period of one month, adjusted for certain additional costs, plus 1.00% and (d) a floor of 2.00% or (ii) a LIBOR rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing, adjusted for certain additional costs, with a floor of 1.00%.

As we deem appropriate, we may from time to time utilize derivative financial instruments to mitigate the impact of changing interest rates associated with our long-term debt obligations or other derivative financial instruments.  While we have utilized derivative financial instruments in the past, we did not have any significant derivative financial instruments outstanding at either June 30, 2015 or March 31, 2015 or during any of the periods presented. We have not entered into derivative financial instruments for trading purposes; all of our derivatives were over-the-counter instruments with liquid markets.  

Our debt facilities contain various financial covenants, including provisions that require us to maintain certain leverage, interest coverage and fixed charge ratios.  The credit agreement governing the 2012 Term Loan and the 2012 ABL Revolver and the

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indentures governing the 2012 Senior Notes and 2013 Senior Notes contain provisions that accelerate our indebtedness on certain changes in control and restrict us from undertaking specified corporate actions, including asset dispositions, acquisitions, payment of dividends and other specified payments, repurchasing our equity securities in the public markets, incurrence of indebtedness, creation of liens, making loans and investments and transaction with affiliates. Specifically, we must:

Have a leverage ratio of less than 8.00 to 1.0 for the quarter ended June 30, 2015 (defined as, with certain adjustments, the ratio of our consolidated total net debt as of the last day of the fiscal quarter to our trailing twelve month consolidated net income before interest, taxes, depreciation, amortization, non-cash charges and certain other items (“EBITDA”)). Our leverage ratio requirement decreases over time to 3.75 to 1.0 for the quarter ending March 31, 2019 and remains level thereafter;

Have an interest coverage ratio of greater than 2.25 to 1.0 for the quarter ended June 30, 2015 (defined as, with certain adjustments, the ratio of our consolidated EBITDA to our trailing twelve month consolidated cash interest expense). Our interest coverage requirement increases over time to 3.50 to 1.0 for the quarter ending March 31, 2018 and remains level thereafter; and

Have a fixed charge ratio of greater than 1.0 to 1.0 for the quarter ended June 30, 2015 (defined as, with certain adjustments, the ratio of our consolidated EBITDA minus capital expenditures to our trailing twelve month consolidated interest paid, taxes paid and other specified payments). Our fixed charge requirement remains level throughout the term of the agreement.

At June 30, 2015, we were in compliance with the applicable financial and restrictive covenants under the 2012 Term Loan and the 2012 ABL Revolver and the indentures governing the 2012 Senior Notes and the 2013 Senior Notes. Additionally, management anticipates that in the normal course of operations, we will be in compliance with the financial and restrictive covenants during 2016. During the years ended March 31, 2015, 2014 and 2013, we made voluntary principal payments against outstanding indebtedness of $130.0 million, $157.5 million and $190.0 million, respectively, under the 2012 Term Loan. Under the Term Loan Amendment No. 2, we were required to make quarterly payments each equal to 0.25% of the original principal amount of the Term B-2 Loans, with the balance expected to be due on the seventh anniversary of the closing date. However, since we entered into Term Loan Amendment No. 3, we are required to make quarterly payments each equal to 0.25% of the aggregate principal amount of $852.5 million.

Effective April 1, 2015, the Company elected to change its method of presentation relating to debt issuance costs in accordance with Accounting Standards Update ("ASU") 2015-03. Prior to 2016, the Company's policy was to present these costs in other-long term assets on the balance sheet, net of accumulated amortization. Beginning in 2016, the Company has presented these fees as a direct deduction to the related long-term debt. As a result, we reclassified $27.4 million of deferred financing costs as of March 31, 2015 from other long-term assets, which are currently presented as a direct deduction from the long-term debt liability.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements or financing activities with special-purpose entities.

Inflation

Inflationary factors such as increases in the costs of raw materials, packaging materials, purchased product and overhead may adversely affect our operating results and financial condition.  Although we do not believe that inflation has had a material impact on our financial condition or results from operations for the three months ended June 30, 2015, a high rate of inflation in the future could have a material adverse effect on our financial condition or results from operations.  More volatility in crude oil prices may have an adverse impact on transportation costs, as well as certain petroleum based raw materials and packaging material.  Although we make efforts to minimize the impact of inflationary factors, including raising prices to our customers, a high rate of pricing volatility associated with crude oil supplies or other raw materials used in our products may have an adverse effect on our operating results.


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Critical Accounting Policies and Estimates

Our significant accounting policies are described in the notes to the unaudited Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q, as well as in our Annual Report on Form 10-K for the fiscal year ended March 31, 2015.  While all significant accounting policies are important to our Consolidated Financial Statements, certain of these policies may be viewed as being critical.  Such policies are those that are both most important to the portrayal of our financial condition and results of operations and require our most difficult, subjective and complex estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, or the related disclosure of contingent assets and liabilities.  These estimates are based on our historical experience and on various other assumptions that we believe to be reasonable under the circumstances.  Actual results may differ materially from these estimates.  The most critical accounting policies are as follows:

Revenue Recognition
We recognize revenue when the following revenue recognition criteria are met: (i) persuasive evidence of an arrangement exists; (ii) the selling price is fixed or determinable; (iii) the product has been shipped and the customer takes ownership and assumes the risk of loss; and (iv) collection of the resulting receivable is reasonably assured.  We have determined that these criteria are met and the transfer of risk of loss generally occurs when product is received by the customer, and, accordingly we recognize revenue at that time.  Provision is made for estimated discounts related to customer payment terms and estimated product returns at the time of sale based on our historical experience.

As is customary in the consumer products industry, we participate in the promotional programs of our customers to enhance the sale of our products.  The cost of these promotional programs varies based on the actual number of units sold during a finite period of time. These promotional programs consist of direct-to-consumer incentives, such as coupons and temporary price reductions, as well as incentives to our customers, such as allowances for new distribution, including slotting fees, and cooperative advertising.  Estimates of the costs of these promotional programs are based on (i) historical sales experience, (ii) the current promotional offering, (iii) forecasted data, (iv) current market conditions, and (v) communication with customer purchasing/marketing personnel. We recognize the cost of such sales incentives by recording an estimate of such cost as a reduction of revenue, at the later of (a) the date the related revenue is recognized, or (b) the date when a particular sales incentive is offered.  At the completion of the promotional program, these estimated amounts are adjusted to actual amounts.  Our related promotional expense for the fiscal year ended March 31, 2015 was $53.2 million. For the three months ended June 30, 2015, our related promotional expense was $12.3 million. We believe that the estimation methodologies employed, combined with the nature of the promotional campaigns, make the likelihood remote that our obligation would be misstated by a material amount. However, for illustrative purposes, had we underestimated the promotional program rate by 10% for the fiscal year ended March 31, 2015, our sales and operating income would have been reduced by approximately $5.3 million.  Net income would have been adversely affected by approximately $3.4 million.  Similarly, had we underestimated the promotional program rate by 10% for the three months ended June 30, 2015, our sales and operating income would have been adversely affected by approximately $1.2 million.  Net income would have been adversely affected by approximately $0.8 million for the three months ended June 30, 2015.

We also periodically run coupon programs in Sunday newspaper inserts, on our product websites, or as on-package instant redeemable coupons.  We utilize a national clearing house to process coupons redeemed by customers.  At the time a coupon is distributed, a provision is made based upon historical redemption rates for that particular product, information provided as a result of the clearing house's experience with coupons of similar dollar value, the length of time the coupon is valid, and the seasonality of the coupon drop, among other factors.  For the fiscal year ended March 31, 2015, we had 341 coupon events.  The amount recorded against revenues and accrued for these events during 2015 was $5.2 million. Cash settlement of coupon redemptions during 2015 was $3.6 million.  During the three months ended June 30, 2015, we had 139 coupon events.  The amount recorded against revenue and accrued for these events during the three months ended June 30, 2015 was $2.1 million. Cash settlement of coupon redemptions during the three months ended June 30, 2015 was $0.3 million.

Allowances for Product Returns
Due to the nature of the consumer products industry, we are required to estimate future product returns.  Accordingly, we record an estimate of product returns concurrent with recording sales.  Such estimates are made after analyzing (i) historical return rates, (ii) current economic trends, (iii) changes in customer demand, (iv) product acceptance, (v) seasonality of our product offerings, and (vi) the impact of changes in product formulation, packaging and advertising.

We construct our returns analysis by looking at the previous year's return history for each brand.  Subsequently, each month, we estimate our current return rate based upon an average of the previous twelve months' return rate and review that calculated rate for reasonableness, giving consideration to the other factors described above.  Our historical return rate has been relatively stable; for example, for the years ended March 31, 2015, 2014 and 2013, returns represented 4.2%, 2.2% and 2.9%, respectively, of gross sales.  For the three months June 30, 2015, product returns represented 4.1% of gross sales.  At June 30, 2015 and March 31, 2015, the allowance for sales returns was $8.5 million and $8.6 million, respectively.

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While we utilize the methodology described above to estimate product returns, actual results may differ materially from our estimates, causing our future financial results to be adversely affected.  Among the factors that could cause a material change in the estimated return rate would be significant unexpected returns with respect to a product or products that comprise a significant portion of our revenues.  Based on the methodology described above and our actual returns experience, management believes the likelihood of such an event remains remote.  As noted, over the last three years our actual product return rate has stayed within a range of 4.2% to 2.2% of gross sales.  However, a hypothetical increase of 0.1% in our estimated return rate as a percentage of gross sales would have adversely affected our reported sales and operating income for the fiscal year ended March 31, 2015 by approximately $0.8 million.  Net income would have been reduced by approximately $0.5 million.  A hypothetical increase of 0.1% in our estimated return rate as a percentage of gross sales for the three months ended June 30, 2015 would have reduced our reported sales and operating income by approximately $0.2 million. Net income would have been reduced by approximately $0.1 million.

Lower of Cost or Market for Obsolete and Damaged Inventory
We value our inventory at the lower of cost or market value.  Accordingly, we reduce our inventories for the diminution of value resulting from product obsolescence, damage or other issues affecting marketability, equal to the difference between the cost of the inventory and its estimated market value.  Factors utilized in the determination of estimated market value include (i) current sales data and historical return rates, (ii) estimates of future demand, (iii) competitive pricing pressures, (iv) new product introductions, (v) product expiration dates, and (vi) component and packaging obsolescence.

Many of our products are subject to expiration dating.  As a general rule, our customers will not accept goods with expiration dating of less than 12 months from the date of delivery.  To monitor this risk, management utilizes a detailed compilation of inventory with expiration dating between zero and 15 months and reserves for 100% of the cost of any item with expiration dating of 12 months or less.  Inventory obsolescence costs charged to operations were $2.9 million for the fiscal year ended March 31, 2015, while for the three months ended June 30, 2015, we recorded obsolescence costs of $1.3 million.  A hypothetical increase of 1.0% in our allowance for obsolescence at March 31, 2015 would have adversely affected our reported operating income and net income for the fiscal year ended March 31, 2015 by approximately $0.4 million.  Similarly, a hypothetical increase of 1.0% in our obsolescence allowance for the three months ended June 30, 2015 would have adversely affected each of our reported operating income and net income by less than$0.1 million.

Allowance for Doubtful Accounts
In the ordinary course of business, we grant non-interest bearing trade credit to our customers on normal credit terms.  We maintain an allowance for doubtful accounts receivable, which is based upon our historical collection experience and expected collectability of the accounts receivable.  In an effort to reduce our credit risk, we (i) establish credit limits for all of our customer relationships, (ii) perform ongoing credit evaluations of our customers' financial condition, (iii) monitor the payment history and aging of our customers' receivables, and (iv) monitor open orders against an individual customer's outstanding receivable balance.

We establish specific reserves for those accounts which file for bankruptcy, have no payment activity for 180 days, or have reported major negative changes to their financial condition.  The allowance for bad debts amounted to 1.0% and 1.3% of accounts receivable at June 30, 2015 and March 31, 2015, respectively.  Bad debt expense for the fiscal year ended March 31, 2015 was approximately $0.1 million, while during the three months ended June 30, 2015, we recorded bad debt expense of less than $0.1 million.

While management believes that it is diligent in its evaluation of the adequacy of the allowance for doubtful accounts, an unexpected event, such as the bankruptcy filing of a major customer, could have an adverse effect on our future financial results.  A hypothetical increase of 0.1% in our bad debt expense as a percentage of net sales during the fiscal year ended March 31, 2015 would have resulted in a decrease in each of reported operating income and reported net income of less than $0.1 million.  Similarly, a hypothetical increase of 0.1% in our bad debt expense as a percentage of sales for the three months ended June 30, 2015 would have resulted in a decrease in each of reported operating income and reported net income of less than $0.1 million.


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Valuation of Intangible Assets and Goodwill
Goodwill and intangible assets amounted to $2,420.7 million and $2,425.4 million at June 30, 2015 and March 31, 2015, respectively.  At June 30, 2015, goodwill and intangible assets were apportioned among our three operating segments as follows:

(In thousands)
North American OTC
Healthcare
 
International OTC
Healthcare
 
Household
Cleaning
 
Consolidated
 
 
 
 
 
 
 
 
Goodwill
$
263,716

 
$
20,351

 
$
6,800

 
$
290,867

 
 
 
 
 
 
 
 

Intangible assets, net
 
 
 
 
 
 
 

Indefinite-lived:
 
 
 
 
 
 


Analgesics
341,122

 
2,068

 

 
343,190

Cough & Cold
138,946

 
19,221

 

 
158,167

Women's Health
532,300

 
1,685

 

 
533,985

Gastrointestinal
213,639

 
60,801

 

 
274,440

Eye & Ear Care
172,319

 

 

 
172,319

Dermatologicals
217,227

 
1,991

 

 
219,218

Oral Care
61,438

 

 

 
61,438

Household Cleaning

 

 
110,272


110,272

Total indefinite-lived intangible assets, net
1,676,991

 
85,766

 
110,272

 
1,873,029

 
 
 
 
 
 
 
 
Finite-lived:
 
 
 
 
 
 


Analgesics
9,781

 

 

 
9,781

Cough & Cold
77,578

 
627

 

 
78,205

Women's Health
37,609

 
309

 

 
37,918

Gastrointestinal
20,738

 
221

 

 
20,959

Eye & Ear Care
29,793

 

 

 
29,793

Dermatologicals
25,277

 

 

 
25,277

Oral Care
15,506

 

 

 
15,506

Other OTC
14,969

 
437

 

 
15,406

Household Cleaning

 

 
23,986

 
23,986

Total finite-lived intangible assets, net
231,251

 
1,594

 
23,986

 
256,831

Total intangible assets, net
1,908,242

 
87,360

 
134,258

 
2,129,860

Total goodwill and intangible assets, net
$
2,171,958

 
$
107,711

 
$
141,058

 
$
2,420,727


Our Chloraseptic, Clear Eyes, Compound W, Dramamine, Efferdent, Luden's, PediaCare, BC, Goody's, Ecotrin, Beano, Gaviscon, Tagamet, Fiber Choice, Dermoplast, New-Skin, Sominex, and Debrox brands comprise the majority of the value of the intangible assets within the OTC Healthcare segments. The Chore Boy, Comet, and Spic and Span brands comprise substantially all of the intangible asset value within the Household Cleaning segment.

Goodwill and intangible assets comprise substantially all of our assets.  Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed in a purchase business combination.  Intangible assets generally represent our trademarks, brand names and patents.  When we acquire a brand, we are required to make judgments regarding the value assigned to the associated intangible assets, as well as their respective useful lives.  Management considers many factors both prior to and after the acquisition of an intangible asset in determining the value, as well as the useful life, assigned to each intangible asset that we acquire or continue to own and promote.  


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The most significant factors are:

Brand History
A brand that has been in existence for a long period of time (e.g., 25, 50 or 100 years) generally warrants a higher valuation and longer life (sometimes indefinite) than a brand that has been in existence for a very short period of time.  A brand that has been in existence for an extended period of time generally has been the subject of considerable investment by its previous owner(s) to support product innovation and advertising and promotion.

Market Position
Consumer products that rank number one or two in their respective market generally have greater name recognition and are known as quality product offerings, which warrant a higher valuation and longer life than products that lag in the marketplace.

Recent and Projected Sales Growth
Recent sales results present a snapshot as to how the brand has performed in the most recent time periods and represent another factor in the determination of brand value.  In addition, projected sales growth provides information about the strength and potential longevity of the brand.  A brand that has both strong current and projected sales generally warrants a higher valuation and a longer life than a brand that has weak or declining sales.  Similarly, consideration is given to the potential investment, in the form of advertising and promotion, that is required to reinvigorate a brand that has fallen from favor.

History of and Potential for Product Extensions
Consideration is given to the product innovation that has occurred during the brand's history and the potential for continued product innovation that will determine the brand's future.  Brands that can be continually enhanced by new product offerings generally warrant a higher valuation and longer life than a brand that has always “followed the leader”.

After consideration of the factors described above, as well as current economic conditions and changing consumer behavior, management prepares a determination of an intangible asset's value and useful life based on its analysis.  Under accounting guidelines, goodwill is not amortized, but must be tested for impairment annually, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below the carrying amount.  In a similar manner, indefinite-lived assets are not amortized.  They are also subject to an annual impairment test, or more frequently if events or changes in circumstances indicate that the asset may be impaired.  Additionally, at each reporting period an evaluation must be made to determine whether events and circumstances continue to support an indefinite useful life.  Intangible assets with finite lives are amortized over their respective estimated useful lives and must also be tested for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable and exceeds its fair value.

On an annual basis, during the fourth fiscal quarter, or more frequently if conditions indicate that the carrying value of the asset may not be recovered, management performs a review of both the values and, if applicable, useful lives assigned to goodwill and intangible assets and tests for impairment.

We report goodwill and indefinite-lived intangible assets in three reportable segments: North American OTC Healthcare, International OTC Healthcare and Household Cleaning.  We identify our reporting units in accordance with the FASB ASC Subtopic 280. The carrying value and fair value for intangible assets and goodwill for a reporting unit are calculated based on key assumptions and valuation methodologies previously discussed.  As a result, any material changes to these assumptions could require us to record additional impairment in the future.

In the past, we have experienced declines in revenues and profitability of certain brands in the North American OTC Healthcare and Household Cleaning segments. Sustained or significant future declines in revenue, profitability, other adverse changes in expected operating results, and/or unfavorable changes in other economic factors used to estimate fair values of certain brands could indicate that fair value no longer exceeds carrying value, in which case a non-cash impairment charge may be recorded in future periods.

Goodwill
As of February 28 and March 31, 2015, we had 15 reporting units with goodwill. As part of our annual test for impairment of goodwill, management estimates the discounted cash flows of each reporting unit, to estimate their respective fair values. In performing this analysis, management considers current information and future events, such as competition, technological advances and reductions in advertising support for our trademarks and trade names, that could cause subsequent evaluations to utilize different assumptions. In the event that the carrying value of the reporting unit exceeds the fair value, management would then be required to allocate the estimated fair value of the assets and liabilities of the reporting unit as if the unit was acquired in a

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business combination, thereby revaluing the carrying amount of goodwill. No impairment charge was recorded during the three months ended June 30, 2015.

Indefinite-Lived Intangible Assets
At each reporting period, management analyzes current events and circumstances to determine whether the indefinite life classification for a trademark or trade name continues to be valid. If circumstances warrant a change to a finite life, the carrying value of the intangible asset would then be amortized prospectively over the estimated remaining useful life.

Management tests the indefinite-lived intangible assets for impairment by comparing the carrying value of the intangible asset to its estimated fair value. Since quoted market prices are seldom available for trademarks and trade names such as ours, we utilize present value techniques to estimate fair value. Accordingly, management's projections are utilized to assimilate all of the facts, circumstances and expectations related to the trademark or trade name and estimate the cash flows over its useful life. In a manner similar to goodwill, future events, such as competition, technological advances and reductions in advertising support for our trademarks and trade names, could cause subsequent evaluations to utilize different assumptions. Once that analysis is completed, a discount rate is applied to the cash flows to estimate fair value. In connection with this analysis, management:

Reviews period-to-period sales and profitability by brand;
Analyzes industry trends and projects brand growth rates;
Prepares annual sales forecasts;
Evaluates advertising effectiveness;
Analyzes gross margins;
Reviews contractual benefits or limitations;
Monitors competitors' advertising spend and product innovation;
Prepares projections to measure brand viability over the estimated useful life of the intangible asset; and
Considers the regulatory environment, as well as industry litigation.

Finite-Lived Intangible Assets
When events or changes in circumstances indicate the carrying value of the assets may not be recoverable, management performs a review similar to indefinite-lived intangible assets to ascertain the impact of events and circumstances on the estimated useful lives and carrying values of our trademarks and trade names.

If the analysis warrants a change in the estimated useful life of the intangible asset, management will reduce the estimated useful life and amortize the carrying value prospectively over the shorter remaining useful life.  Management's projections are utilized to assimilate all of the facts, circumstances and expectations related to the trademark or trade name and estimate the cash flows over its useful life.  Future events, such as competition, technological advances and reductions in advertising support for our trademarks and trade names, could cause subsequent evaluations to utilize different assumptions. In the event that the long-term projections indicate that the carrying value is in excess of the undiscounted cash flows expected to result from the use of the intangible assets, management is required to record an impairment charge.  Once that analysis is completed, a discount rate is applied to the cash flows to estimate fair value.  The impairment charge is measured as the excess of the carrying amount of the intangible asset over fair value, as calculated using the discounted cash flow analysis.  

As a result of recent declines in revenues in Pediacare and in certain other brands, we continue to monitor whether events or conditions would indicate that the fair value of the intangible asset no longer exceeds the carrying value. Although we continue to believe that the fair values of our brands exceed their carrying values, sustained or significant future declines in revenue, profitability, other adverse changes in expected operating results, and/or unfavorable changes in other economic factors used to estimate fair value of certain brands could indicate that fair value no longer exceeds carrying value, in which case a non-cash impairment charge may be recorded in future periods.

Impairment Analysis
During the fourth quarter of each fiscal year, we perform our annual impairment analysis. We utilized the discounted cash flow method to estimate the fair value of our reporting units as part of the goodwill impairment test and the excess earnings method to estimate the fair value of our individual indefinite-lived intangible assets. The discount rate utilized in the analyses, as well as future cash flows, may be influenced by such factors as changes in interest rates and rates of inflation.  Additionally, should the related fair values of goodwill and intangible assets be adversely affected as a result of declining sales or margins caused by competition, changing consumer preferences, technological advances or reductions in advertising and promotional expenses, we may be required to record impairment charges in the future.  However, no impairment charge was recorded during the three months ended June 30, 2015.


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Stock-Based Compensation
The Compensation and Equity topic of the FASB ASC 718 requires us to measure the cost of services to be rendered based on the grant-date fair value of an equity award.  Compensation expense is to be recognized over the period during which an employee is required to provide service in exchange for the award, generally referred to as the requisite service period.  Information utilized in the determination of fair value includes the following:

Type of instrument (i.e., restricted shares, stock options, warrants or performance shares);
Strike price of the instrument;
Market price of our common stock on the date of grant;
Discount rates;
Duration of the instrument; and
Volatility of our common stock in the public market.

Additionally, management must estimate the expected attrition rate of the recipients to enable it to estimate the amount of non-cash compensation expense to be recorded in our financial statements.  While management prepares various analyses to estimate the respective variables, a change in assumptions or market conditions, as well as changes in the anticipated attrition rates, could have a significant impact on the future amounts recorded as non-cash compensation expense.  We recorded net non-cash compensation expense of $3.0 million and $1.9 million for the three months ended June 30, 2015 and 2014, respectively.
 
Loss Contingencies
Loss contingencies are recorded as liabilities when it is probable that a liability has been incurred and the amount of such loss is reasonably estimable.  Contingent losses are often resolved over longer periods of time and involve many factors, including:

Rules and regulations promulgated by regulatory agencies;
Sufficiency of the evidence in support of our position;
Anticipated costs to support our position; and
Likelihood of a positive outcome.

Recent Accounting Pronouncements
In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory. The amendments in this update more closely align the measurement of inventory in GAAP with the measurement of inventory in International Financial Reporting Standards, under which an entity should measure in scope inventory at the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. For public business entities, the amendments are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. We are evaluating the impact of adopting this prospective guidance on our Consolidated Financial Statements.

In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. The amendments in this update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The amendments in this update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. As permitted by the guidance, we have early adopted these provisions, as of the beginning of our first quarter of 2016. As a result, we reclassified $27.4 million of deferred financing costs as of March 31, 2015 from other long-term assets, which are currently presented as a direct deduction from the long-term debt liability.

In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis. Update 2015-02 amended the process that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. The amendments in this update are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. The adoption of ASU 2015-02 is not expected to have a material impact on our Consolidated Financial Statements.

In January 2015, the FASB issued ASU 2015-01, Income Statement - Extraordinary and Unusual Items. The amendments in this update eliminate the concept of extraordinary items in Subtopic 225-20, which required entities to consider whether an underlying event or transaction is extraordinary. However, the amendments retain the presentation and disclosure guidance for items that are unusual in nature or occur infrequently. The amendments in this update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. The adoption of ASU 2015-01 is not expected to have a material impact on our Consolidated Financial Statements.


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In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This amendment states that in connection with preparing financial statements for each annual and interim reporting period, an entity's management should evaluate whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued, when applicable). The amendments in this update are effective for the annual reporting period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The adoption of ASU 2014-15 is not expected to have a material impact on our Consolidated Financial Statements.

In June 2014, the FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide that a Performance Target Could Be Achieved after the Requisite Service Period, which requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. As such, the new guidance does not allow for a performance target that affects vesting to be reflected in estimating the fair value of the award at the grant date. The amendments to this update are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this update either prospectively to all awards granted or modified after the effective date or retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. We currently do not have any outstanding share-based payments with a performance target. The adoption of ASU 2014-12 is not expected to have a material impact on our Consolidated Financial Statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers - Topic 606, which supersedes the revenue recognition requirements in FASB ASC 605. The new guidance primarily states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. In July 2015, the FASB approved a deferral of the ASU effective date from annual and interim periods beginning after December 15, 2016 to annual and interim periods beginning after December 15, 2017. We are evaluating the impact of adopting this prospective guidance on our Consolidated Financial Statements.

In April 2014, the FASB issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on the organization’s operations and financial results. Examples include a disposal of a major geographic area, a major line of business, or a major equity method investment. In addition, the new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. Early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance. The amendments in this update must be applied prospectively to all disposals (or classifications as held for sale) of components of an entity that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. The adoption of ASU 2014-08 did not have a material impact on our Consolidated Financial Statements.

Management has reviewed and continues to monitor the actions of the various financial and regulatory reporting agencies and is currently not aware of any other pronouncement that could have a material impact on our consolidated financial position, results of operations or cash flows.


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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”), including, without limitation, information within Management's Discussion and Analysis of Financial Condition and Results of Operations.  The following cautionary statements are being made pursuant to the provisions of the PSLRA and with the intention of obtaining the benefits of the “safe harbor” provisions of the PSLRA.  Although we believe that our expectations are based on reasonable assumptions, actual results may differ materially from those in the forward-looking statements.

Forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q.  Except as required under federal securities laws and the rules and regulations of the SEC, we do not intend to update any forward-looking statements to reflect events or circumstances arising after the date of this Quarterly Report on Form 10-Q, whether as a result of new information, future events or otherwise.  As a result of these risks and uncertainties, readers are cautioned not to place undue reliance on forward-looking statements included in this Quarterly Report on Form 10-Q or that may be made elsewhere from time to time by, or on behalf of, us.  All forward-looking statements attributable to us are expressly qualified by these cautionary statements.

These forward-looking statements generally can be identified by the use of words or phrases such as “believe,” “anticipate,” “expect,” “estimate,” “project,” "intend," "strategy," "goal," "future," "seek," "may," "should," "would," "will," “will be,” or other similar words and phrases.  Forward-looking statements are based on current expectations and assumptions that are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated, including, without limitation:

The high level of competition in our industry and markets;
Our inability to increase organic growth via new product introductions, line extensions, increased spending on advertising and promotional support, and other new sales and marketing strategies;
Our inability to invest successfully in research and development;
Our dependence on a limited number of customers for a large portion of our sales;
Changes in inventory management practices by retailers;
Our inability to grow our international sales;
General economic conditions affecting sales of our products and their respective markets;
Business, regulatory and other conditions affecting retailers;
Changing consumer trends, additional store brand competition or other pricing pressures which may cause us to lower our prices;
Our dependence on third-party manufacturers to produce the products we sell;
Price increases for raw materials, labor, energy and transportation costs, and for other input costs;
Disruptions in our distribution center;
Acquisitions, dispositions or other strategic transactions diverting managerial resources, the incurrence of additional liabilities or integration problems associated with such transactions;
Actions of government agencies in connection with our products or regulatory matters governing our industry;
Product liability claims, product recalls and related negative publicity;
Our ability to protect our intellectual property rights;
Our dependence on third parties for intellectual property relating to some of the products we sell;
Our assets being comprised virtually entirely of goodwill and intangibles and possible changes in their value based on adverse operating results;
Our dependence on key personnel and the transition to a new CEO and CFO;
Shortages of supply of sourced goods or interruptions in the manufacturing of our products;
The costs associated with any claims in litigation or arbitration and any adverse judgments rendered in such litigation or arbitration;
Our level of indebtedness, and possible inability to service our debt;
Our ability to obtain additional financing; and
The restrictions imposed by our financing agreements on our operations.

For more information, see “Risk Factors” contained in Part I, Item 1A., "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended March 31, 2015 and Part II, Item 1A of this Quarterly Report on Form 10-Q.


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ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

We are exposed to changes in interest rates because our 2012 Term Loan and 2012 ABL Revolver are variable rate debt.  Interest rate changes generally do not significantly affect the market value of the 2012 Term Loan and the 2012 ABL Revolver but do affect the amount of our interest payments and, therefore, our future earnings and cash flows, assuming other factors are held constant.  At June 30, 2015, we had variable rate debt of approximately $852.5 million under our 2012 Term Loan and $46.1 million under our 2012 ABL Revolver.

Holding other variables constant, including levels of indebtedness, a 1.0% increase in interest rates on our variable rate debt would have had an adverse impact on pre-tax earnings and cash flows for the three months ended June 30, 2015 of approximately $2.3 million.

Foreign Currency Exchange Rate Risk

During the three months ended June 30, 2015 and 2014, approximately 11.4% and 13.8%, respectively, of our revenues were denominated in currencies other than the U.S. Dollar. As such, we are exposed to transactions that are sensitive to foreign currency exchange rates, including insignificant foreign currency forward exchange agreements. These transactions are primarily with respect to the Canadian and Australian Dollar.

We performed a sensitivity analysis with respect to exchange rates for the three months ended June 30, 2015 and 2014. Holding all other variables constant, and assuming a hypothetical 10.0% adverse change in foreign currency exchange rates, this analysis resulted in a less than 5.0% impact on pre-tax income of approximately $0.7 million and $0.4 million for the three months ended June 30, 2015 and 2014, respectively.

ITEM 4.
CONTROLS AND PROCEDURES
              
Disclosure Controls and Procedures

The Company's management, with the participation of its Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company's disclosure controls and procedures, as defined in Rule 13a–15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”), as of June 30, 2015.  Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer has concluded that, as of June 30, 2015, the Company's disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes during the quarter ended June 30, 2015 in the Company's internal control over financial reporting, as defined in Rule 13a-15(f) of the Exchange Act, that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II.
OTHER INFORMATION

ITEM 1A. RISK FACTORS

In addition to the risk factors set forth below and the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended March 31, 2015, which could materially affect our business, financial condition or future results of operations. The risks described below and in our Annual Report on Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and results of operations. The information below amends, updates and should be read in conjunction with the risk factors and information disclosed in our Annual Report on Form 10-K for the year ended March 31, 2015.




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Regulatory matters governing our industry could have a significant negative effect on our sales and operating costs.

In both the United States and in our foreign markets, our operations are affected by extensive laws, governmental regulations, administrative determinations, court decisions and similar constraints.  Such laws, regulations and other constraints exist at the federal, state and local levels in the United States and at analogous levels of government in foreign jurisdictions.

The formulation, manufacturing, packaging, labeling, distribution, importation, marketing, sale and storage of our products are subject to extensive regulation by various U.S. federal agencies, including the FDA, the FTC, the CPSC, the EPA, and by various agencies of the states, localities and foreign countries in which our products are manufactured, distributed, stored and sold. The FDC Act and FDA regulations require that the manufacturing processes of our third-party manufacturers of U.S. products must also comply with the FDA’s GMPs.  The FDA inspects our facilities and those of our third-party manufacturers periodically to determine if we and our third-party manufacturers are complying with GMPs.  A history of general compliance in the past is not a guarantee that future GMPs will not mandate other compliance steps and associated expense.

If we or our third-party manufacturers or distributors fail to comply with applicable regulations, we could become subject to enforcement actions, significant penalties or claims, which could materially adversely affect our business, financial condition and results from operations.  In addition, we could be required to:

Suspend manufacturing operations;

Modify product formulations or processes;

Suspend the sale of products with non-complying specifications; or

Change product labeling, packaging, marketing, or advertising, recall non-compliant products, or take other corrective action.

The adoption of new regulations or changes in the interpretations of existing regulations may result in significant compliance costs or the cessation of product sales and may adversely affect the marketing of our products, which could have a material adverse effect on our financial condition and results from operations.

In addition, we could be required for a variety of reasons to initiate product recalls, which we are currently conducting for two products and have done on several other occasions. Any product recalls could have a material adverse effect on our business, financial condition and results from operations.

In addition, our failure to comply with FDA, FTC, EPA or any other federal and state regulations, or with similar regulations in foreign markets, that cover our product registration, product claims and advertising, including direct claims and advertising by us, may result in enforcement actions and imposition of penalties, litigation by private parties, or otherwise materially adversely affect the distribution and sale of our products, which could have a material adverse effect on our business, financial condition and results from operations. We are currently engaged in early-stage discussions with regulators regarding a product registration matter.









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Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds

ISSUER PURCHASES OF EQUITY SECURITIES (a)
Period
 
Total Number of Shares Purchased
 
Average Price Paid per Share
 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
 
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
April 1 to April 30, 2015
 

 

 
n/a
 
n/a
May 1 to May 31, 2015
 
39,429

 
$
41.66

 
n/a
 
n/a
June 1 to June 30, 2015
 

 

 
n/a
 
n/a
Total
 
39,429

 
 
 
n/a
 
n/a
(a) These purchases were made pursuant to our 2005 Long-Term Equity Incentive Plan, which allows for the indirect purchase of shares through a net-settlement feature upon the vesting of shares in order to satisfy minimum statutory tax-withholding requirements.

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Item 5. Other Information
Submission of Matters to a Vote of Security Holders.
The 2015 Annual Meeting of Stockholders of the Company was held on August 4, 2015. The stockholders of the Company voted upon three proposals at the Annual Meeting, with the following results:

Item 1 – Election of seven directors nominated by the Board of Directors to serve until the 2016 Annual Meeting of Stockholders.
Director Nominee
For
Withheld
Broker Non-Votes
Ronald Lombardi
44,711,359

3,639,732

1,696,539

Gary Costley
47,994,379

356,712

1,696,539

John Byom
46,661,802

1,689,289

1,696,539

Charles Hinkaty
48,022,435

328,656

1,696,539

Sheila Hopkins
48,023,033

328,058

1,696,539

James Jenness
48,022,152

328,939

1,696,539

Carl Johnson
48,012,383

329,708

1,696,539


Item 2 – Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2016.
For
Against
Abstentions
49,704,115
176,967
166,548

Item 3 – Non-binding resolution to approve the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement.
For
Against
Abstentions
Broker Non-Votes
47,904,573
270,381
176,137
1,696,539

ITEM 6.     EXHIBITS

 See Exhibit Index immediately following the signature page.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
 
PRESTIGE BRANDS HOLDINGS, INC.
 
 
 
 
 
 
 
 
 
 
 
Date:
August 6, 2015
By:
/s/ RONALD M. LOMBARDI
 
 
 
 
Ronald M. Lombardi
 
 
 
 
President, Chief Executive Officer and Chief Financial Officer
 
 
 
 
(Principal Executive Officer, Principal Financial Officer and Duly Authorized Officer)
 
 
 
 
 
 



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Exhibit Index
 
 
 
 
10.1

 
Amendment No. 4, dated as of June 9, 2015, to the ABL Credit Agreement (as amended by that certain Incremental Amendment, dated as of September 12, 2012, and that certain Incremental Amendment, dated as of June 11, 2013, and that certain Incremental Amendment dated as of September 3, 2014), dated as of January 31, 2012, among Prestige Brands Holdings, Inc., Prestige Brands, Inc., the other Guarantors from time to time party thereto, the lenders from time to time party thereto and Citibank, N.A. as administrative agent, L/C issuer and swing line lender.
 
 
 
31.1

 
Certification of Principal Executive Officer of Prestige Brands Holdings, Inc. pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
 
 
 
31.2

 
Certification of Principal Financial Officer of Prestige Brands Holdings, Inc. pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
 
 
 
32.1

 
Certification of Principal Executive Officer of Prestige Brands Holdings, Inc. pursuant to Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
 
 
 
32.2

 
Certification of Principal Financial Officer of Prestige Brands Holdings, Inc. pursuant to Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
 
 
 
101.INS*
 
XBRL Instance Document
101.SCH*
 
XBRL Taxonomy Extension Schema Document
101.CAL*
 
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
 
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
 
XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
 
XBRL Taxonomy Extension Presentation Linkbase Document

* XBRL information is furnished and not filed for purposes of Section 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement, prospectus or other document to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.



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