SEC Filing | Prestige Consumer Healthcare Inc.

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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



[ ]	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)	2
	Consolidated Balance Sheets as of June 30, 2015 (unaudited) and March 31, 2015	3
	Consolidated Statements of Cash Flows for the three months ended June 30, 2015 and 2014 (unaudited)	4
	Notes to Consolidated Financial Statements (unaudited)	5

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	33

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	52

Item 4.	Controls and Procedures	52

PART II.	OTHER INFORMATION

Item 1A.	Risk Factors	52

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	54

Item 5.	Other Information	55

Item 6.	Exhibits	55

	Signatures	56

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.

- 1-


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.

- 2-

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.

- 4-

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 31^st 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 31^st 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.

- 5-

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.

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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.

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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.

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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.

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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

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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

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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	)

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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

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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.

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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.

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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

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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

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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.

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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

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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

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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

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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.

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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

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.

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(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

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.

Acquisition of the Hydralyte brand

- 34-



(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.

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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.

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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.

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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.

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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).

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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.

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.

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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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Exhibit101ABLAmendmentNo4

Exhibit 10.1

AMENDMENT NO. 4

This Amendment No. 4 (this “Amendment”), dated as of June 9, 2015, is entered into among Prestige Brands, Inc., a Delaware corporation (“Borrower”), Prestige Brands Holdings, Inc., a Delaware corporation (“Holdings”), the Subsidiaries of the Borrower identified as “Guarantors” on the signature pages hereto (the “Subsidiary Guarantors” and, together with Holdings, the “Guarantors”), the Incremental Lenders (as defined below) signatory hereto (in their capacities as such), the Lenders party hereto and Citibank, N.A., in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and in its capacity as L/C Issuer and Swing Line Lender and amends that certain ABL Credit Agreement dated as of January 31, 2012 (as amended by that certain Incremental Amendment, dated as of September 12, 2012, that certain Incremental Amendment dated as of June 11, 2013, that certain Amendment No. 3, dated as of September 3, 2014 and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) entered into among the Borrower, the institutions from time to time party thereto as Lenders (the “Lenders”), the Administrative Agent, L/C Issuer and the other agents and arrangers named therein. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

W I T N E S S E T H:

WHEREAS, Section 10.01 of the Credit Agreement permits certain amendments of the Credit Agreement with the consent of each of the Lenders, Administrative Agent and the applicable Loan Parties.

NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1.Amendments

(a) The Credit Agreement is, effective as of the Amendment No. 4 Effective Date, hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto).

Section 2. Conditions Precedent to the Effectiveness of this Amendment

This Amendment shall become effective as of the date when, and only when, the following conditions precedent have been satisfied:

(a) Administrative Agent shall have received counterparts of this Amendment duly executed by (1) the Borrower, (2) each Guarantor, (3) the Administrative Agent and (4) the Lenders.

(b) Administrative Agent shall have received A) a certificate as to the good standing of each Loan Party as of a recent date, from the Secretary of State of the state of its organization or a

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similar Governmental Authority and (B) a certificate of a Responsible Officer of each Loan Party dated the Amendment No. 4 Effective Date and certifying (I) to the effect that (w) attached thereto is a true and complete copy of the certificate or articles of incorporation or organization such Loan Party certified as of a recent date by the Secretary of State of the state of its organization, or in the alternative, certifying that such certificate or articles of incorporation or organization have not been amended since the Amendment No. 3 Effective Date (as defined in the Term Loan Credit Agreement), and that such certificate or articles are in full force and effect, (x) attached thereto is a true and complete copy of the by-laws or operating agreements of each Loan Party as in effect on the Amendment No. 4 Effective Date, or in the alternative, certifying that such by-laws or operating agreements have not been amended since the Amendment No. 3 Effective Date (as defined in the Term Loan Credit Agreement) and (y) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers or member, as the case may be, of each Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (II) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of any Loan Party and signed by another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to this clause (B) or in the alternative, certifying that the incumbency and specimen signature for each officer executing any Loan Document on behalf of any Loan Party has not changed since the Amendment No. 3 Effective Date (as defined in the Term Loan Credit Agreement).

(c) Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions set forth in paragraphs (d) and (e) of this Section 2.

(d) The representations and warranties of the Borrower and each Subsidiary Guarantor contained in Article V of the Credit Agreement and Section 3 of this Amendment or any other Loan Document shall be true and correct in all material respects on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective date.

(e) No Default or Event of Default shall exist after giving effect to this Amendment.

(f) The Borrower shall have paid to the Administrative Agent, for the account of each Lender that consents hereto, a fee equal to 0.25% of the Revolving Credit Loans and Commitments of such Lender immediately prior to the effectiveness of this Amendment.

(g) The Administrative Agent shall have received the executed legal opinion of Kirkland & Ellis LLP, counsel to the Borrower and the Guarantors, in form and substance reasonably satisfactory to the Administrative Agent.

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Section 3. Representations and Warranties

On and as of the Amendment No. 4 Effective Date, after giving effect to this Amendment, the Borrower hereby represents and warrants to the Administrative Agent and the Lenders as follows:

(a) The execution, delivery and performance by each Loan Party of this Amendment (a) has been duly authorized by all necessary corporate or other organizational action, and (b) does not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01 of the Credit Agreement), or require any payment to be made under (x) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clauses (ii) and (iii), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect;

(b) No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Amendment, except for (i) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect or (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect (except to the extent not required to be obtained, taken, given or made or in full force and effect pursuant to the Collateral and Guarantee Requirement);

(c) this Amendment and the Loan Documents (as amended hereby) has been duly executed and delivered by each Loan Party that is a party thereto. This Agreement and each other Loan Document (as amended hereby) constitutes, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is a party thereto in accordance with its terms, except as such enforceability may be limited by (i) Debtor Relief Laws and by general principles of equity and (ii) the need for filings and registrations necessary to create or perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties and (iii) the effect of foreign Laws, rules and regulations as they relate to pledges of Equity Interests in Foreign Subsidiaries; and

(d) (x) no Default or Event of Default shall exist after giving effect to this Amendment on the Amendment No. 4 Effective Date.

Section 4. Reference to and Effect on the Loan Documents

(a) As of the Amendment No. 4 Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement (including, without limitation, by means of words like “thereunder,” “thereof” and words of like import), shall mean and be a reference to the

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Credit Agreement as amended hereby, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument. Each of the table of contents and lists of Exhibits and Schedules of the Credit Agreement shall be amended to reflect the changes made in this Amendment as of the Amendment No. 4 Effective Date.

(b) Except as expressly amended hereby or specifically waived above, all of the terms and provisions of the Credit Agreement and all other Loan Documents are and shall remain in full force and effect and are hereby ratified and confirmed.

(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders, the Borrower or the Administrative Agent under any of the Loan Documents, nor constitute a waiver or amendment of any other provision of any of the Loan Documents or for any purpose except as expressly set forth herein.

(d) This Amendment shall constitute a Loan Document under the terms of the Credit Agreement.

Section 5. Acknowledgement and Reaffirmation of Guarantors

The Guarantors acknowledge and consent to all terms and conditions of this Amendment and agree that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge the Guarantors’ obligations under the Loan Documents. Each Guarantor hereby ratifies and confirms its obligations under the Loan Documents, including the Collateral and Guarantee Requirement of the Credit Agreement and including, without limitation, its guarantee of the Obligations and its grant of the security interest in the Collateral (as defined in the Security Agreement) to secure the Obligations (including any Obligations resulting from the Revolving Commitment Increases contemplated hereby).

Section 6. Costs and Expenses

The Borrower agrees to pay all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, reproduction, execution and delivery of this Amendment (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto).

Section 7. Execution in Counterparts

This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment. The Administrative Agent may also require that any such documents and signatures delivered by telecopier be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier.

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Section 8. Governing Law

THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AMENDMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AMENDMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY (BOROUGH OF MANHATTAN) OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AMENDMENT, EACH LOAN PARTY, THE ADMINISTRATIVE AGENT, THE SWING LINE LENDER, THE L/C ISSUER AND EACH LENDER, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS AND AGREES THAT IT WILL NOT COMMENCE OR SUPPORT ANY SUCH ACTION OR PROCEEDING IN ANOTHER JURISDICTION. EACH LOAN PARTY, THE ADMINISTRATIVE AGENT, THE SWING LINE LENDER, THE L/C ISSUER AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT IN THE MANNER PROVIDED FOR NOTICES (OTHER THAN TELECOPIER) IN SECTION 10.02 OF THE CREDIT AGREEMENT. NOTHING IN THIS AMENDMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

Section 9. Notices

All communications and notices hereunder shall be given as provided in the Credit Agreement.

Section 10. Waiver of Jury Trial

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO

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ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 11. Loss of FATCA

For purposes of determining withholding Taxes imposed under FATCA, including any FATCA-related compliance of any Person with Section 3.01(e) of the Credit Agreement, from and after the September 2014 Amendment Closing Date, the Borrower and the Administrative Agent agree to treat (and the Lenders hereby authorize the Borrower and the Administrative Agent to treat) this Amendment, Amendment No. 3, the Credit Agreement and any Obligations hereunder and thereunder (including any advances or other Obligations outstanding on the September 2014 Amendment Closing Date) as no longer qualifying as “grandfathered obligations” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i) and 1.1471-2T(b)(2).

Section 12. Exiting Lender; DBNY

Deutsche Bank Trust Company Americas (the “Exiting Lender”) hereby consents to this Amendment as required under Section 10.01 of the Credit Agreement. On the Amendment No. 4 Effective Date, Deutsche Bank AG New York Branch (“DBNY”) shall take the place of the Exiting Lender in its capacity as a Revolving Credit Lender under the Credit Agreement. Each of the parties hereto hereby agrees and confirms that after giving effect to this Section 12, (i) DBNY shall have a Revolving Credit Commitment in an aggregate principal amount set forth opposite DBNY’s name in the table on Schedule A hereto and (ii) the Exiting Lender’s Revolving Credit Commitment shall be $0, its commitments to lend and all obligations under the Credit Agreement shall be terminated, and the Exiting Lender shall cease to be a Lender for all purposes under the Loan Documents (other than in respect of any terms and conditions of the Credit Agreement as in effect prior to the effectiveness of this Amendment (including, without limitation, Section 10.04 thereof), which by their terms survive any cancellation of commitments, repayment in full of any obligations or the termination of any existing Loan Document.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first written above.

PRESTIGE BRANDS HOLDINGS, INC., as

Holdings and Guarantor

By: /s/ Ronald Lombardi

Name: Ronald M. Lombardi

Title: President, Chief executive Officer,

Chief Financial Officer and Treasurer

PRESTIGE BRANDS, INC., as Borrower

By: /s/ Ronald Lombardi

Name: Ronald M. Lombardi

Title: President, Chief Executive Officer,

Chief Financial Officer and Treasurer

BLACKSMITH BRANDS, INC.

INSIGHT PHARMACEUTICALS CORPORATION

INSIGHT PHARMACEUTICALS LLC

MEDTECH HOLDINGS, INC.

MEDTECH PRODUCTS INC.

PRESTIGE BRANDS HOLDINGS, INC.

PRESTIGE BRANDS INTERNATIONAL, INC.

PRESTIGE SERVICES CORP.

THE CUTEX COMPANY

THE SPIC AND SPAN COMPANY, as Subsidiary Guarantors

By: /s/ Ronald Lombardi

Name: Ronald M. Lombardi

Title: Chief Financial Officer

CITIBANK, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and as a Lender

By: /s/ K. Kelly Gunness

Name: K. Kelly Gunness

Title: Vice President

MORGAN STANLEY BANK, N.A.,
as a Lender

By: /s/ Michael King

Name: Michael King

Title: Authorized Signatory

ROYAL BANK OF CANADA, as a Lender

By: /s/ John Flores

Name: John Flores

Title: Authorized Signatory

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Exiting Lender

By: /s/ Peter Cucchiara

Name: Peter Cucchiara

Title: Vice President

By: /s/ Marcus M. Tarkington

Name: Marcus M. Tarkington

Title: Director

DEUTSCHE BANK AG NEW YORK BRANCH, as Lender

By: /s/ Peter Cusshiara

Name: Peter Cucchiara

Title: Vice President

By: /s/ Michael Shannon

Name: Michael Shannon

Title: Vice President

Exhibit 31.1 2015-06-30

Exhibit 31.1

CERTIFICATIONS

I, Ronald M. Lombardi, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q of Prestige Brands Holdings, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date:	August 6, 2015	/s/ Ronald M. Lombardi
		Ronald M. Lombardi
		Chief Executive Officer
		(Principal Executive Officer)

Exhibit 31.2 2015-06-30

Exhibit 31.2

CERTIFICATIONS

I, Ronald M. Lombardi, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q of Prestige Brands Holdings, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date:	August 6, 2015	/s/ Ronald M. Lombardi
		Ronald M. Lombardi
		Chief Financial Officer
		(Principal Financial Officer)

Exhibit 32.1 2015-06-30

EXHIBIT 32.1

CERTIFICATION

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Ronald M. Lombardi, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Prestige Brands Holdings, Inc. on Form 10-Q for the quarter ended June 30, 2015, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of Prestige Brands Holdings, Inc.

/s/ Ronald M. Lombardi

Name: Ronald M. Lombardi

Title: Chief Executive Officer

(Principal Executive Officer)

Date: August 6, 2015

Exhibit 32.2 2015-06-30

EXHIBIT 32.2

CERTIFICATION

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



/s/ Ronald M. Lombardi
Name: Ronald M. Lombardi
Title: Chief Financial Officer
(Principal Financial Officer)
Date: August 6, 2015

Primary IR Contact

Irinquiries@prestigebrands.com
Prestige Consumer Healthcare Inc.
660 White Plains Road – Ste 250
Tarrytown, NY 10591
Telephone: 914-524-6819

Transfer Agent

AST
6201 15th Avenue
Brooklyn, NY 11219
Telephone: (800) 937-5449
help@astfinancial.com
https://www.astfinancial.com

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