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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MARCH 31, 2014
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO ______
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Delaware
(State or other jurisdiction of
incorporation or organization)
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20-1297589
(I.R.S. Employer Identification No.)
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660 White Plains Road
Tarrytown, New York 10591
(Address of principal executive offices) (Zip Code)
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Securities registered pursuant to Section 12(b) of the Act:
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(914) 524-6800
(Registrant's telephone number, including area code)
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Title of each class:
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Name of each exchange on which registered:
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Common Stock, par value $.01 per share
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New York Stock Exchange
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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o
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(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Page
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Part I
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Item 1.
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Business
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Item 1A.
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Risk Factors
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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Part II
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Item 6.
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Selected Financial Data
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Item 7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 8.
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Financial Statements and Supplementary Data
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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Item 9A.
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Controls and Procedures
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Item 9B.
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Other Information
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Part III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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Item 11.
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Executive Compensation
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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Item 14.
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Principal Accounting Fees and Services
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Part IV
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Item 15.
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Exhibits, Financial Statement Schedules
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TRADEMARKS AND TRADE NAMES
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Trademarks and trade names used in this Annual Report on Form 10-K 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 Annual Report on Form 10-K.
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•
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The high level of competition in our industry and markets;
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Our ability to increase organic growth via new product introductions or line extensions;
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Our ability to invest successfully in research and development;
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Our dependence on a limited number of customers for a large portion of our sales;
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Changes in inventory management practices by retailers;
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Our ability to grow our international sales;
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General economic conditions affecting sales of our products and their respective markets;
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Business, regulatory and other conditions affecting retailers;
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Changing consumer trends or pricing pressures which may cause us to lower our prices;
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Our dependence on third-party manufacturers to produce the products we sell;
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Price increases for raw materials, labor, energy and transportation costs;
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Disruptions in our distribution center;
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Acquisitions, dispositions or other strategic transactions diverting managerial resources, the incurrence of additional liabilities or integration problems associated with such transactions;
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Actions of government agencies in connection with our products or regulatory matters governing our industry;
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Product liability claims, product recalls and related negative publicity;
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Our ability to protect our intellectual property rights;
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Our dependence on third parties for intellectual property relating to some of the products we sell;
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Our assets being comprised virtually entirely of goodwill and intangibles and possible changes in their value;
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Our dependence on key personnel;
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Shortages of supply of sourced goods or interruptions in the manufacturing of our products;
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The costs associated with any claims in litigation or arbitration and any adverse judgments rendered in such litigation or arbitration;
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Our level of indebtedness, and possible inability to service our debt;
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Our ability to obtain additional financing; and
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The restrictions imposed by our financing agreements on our operations.
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Develop effective sales, advertising and marketing programs;
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Integrate acquired brands;
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Grow our existing product lines;
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Develop innovative new products;
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Respond to the technological advances and product introductions of our competitors; and
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Continue to grow our presence in the United States and international markets.
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Major Brands
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Market
Position
(1)
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Market Segment
(2)
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Market
Share
(3)
(%)
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ACV
(4)
(%)
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Over-the-Counter Healthcare:
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Chloraseptic®
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#1
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Sore Throat Liquids/Lozenges
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43.7
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92.4
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Clear Eyes®
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#2
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Eye Allergy/Redness Relief
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21.0
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96.8
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Compound W®
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#1
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Wart Removal
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37.2
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91.9
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Dramamine®
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#1
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Motion Sickness
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40.5
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94.4
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Efferdent®
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#2
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Denture Cleanser Tablets
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30.7
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95.2
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Little Remedies®
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#7
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Pediatric Healthcare
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4.2
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83.9
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Luden's®
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#3
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Cough Drops
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6.5
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96.8
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PediaCare®
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#8
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Pediatric Healthcare
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3.9
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82.9
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The Doctor’s® NightGuard®
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#2
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Bruxism (Teeth Grinding)
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25.9
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50.3
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The Doctor’s® Brushpicks®
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#2
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Disposable Dental Picks
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14.6
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55.6
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BC®/Goody's®
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#1
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Analgesic Powders
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98.2
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70.2
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Beano®
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#1
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Gas Prevention
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85.0
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85.7
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Debrox®
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#1
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Ear Wax Removal
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50.5
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90.4
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Gaviscon
®
(5)
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#1
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Upset Stomach Remedies
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16.4
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93.0
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Dermoplast®
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#4
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Pain Relief Sprays
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16.4
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63.8
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Murine®
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#2
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Ear Wax Removal
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10.8
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37.1
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New-Skin®
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#1
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Liquid Bandages
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67.3
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84.3
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Wartner®
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#4
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Wart Removal
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2.2
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8.7
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Fiber Choice®
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#4
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Fiber Laxative Supplements
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5.0
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75.3
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Ecotrin®
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#2
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Aspirin
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3.4
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78.0
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Fess
®
(6)
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#1
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Nasal Saline Spray
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64.0
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—
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Household Cleaning:
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Chore Boy®
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#2
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Soap Free Metal Scrubbers
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11.9
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13.2
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Comet®
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#1
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Abrasive Tub and Tile Cleaner
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37.1
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93.3
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Spic and Span®
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#6
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Dilutable All Purpose Cleaner
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1.0
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49.6
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(1)
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We have prepared the information included in this Annual Report on Form 10-K with regard to the market share and ranking for our brands based in part on data generated by Information Resources, Inc., an independent market research firm (“IRI”). IRI reports Total U.S. Multi-Outlet retail sales data in the food, drug, mass merchandise markets (including Walmart), dollar stores, selected warehouse clubs (BJ's and Sam's) and DeCA military commissaries, representing approximately 90% of Prestige Brands categories for retail sales
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(2)
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“Market segment” is defined by us and is either a standard IRI category or a segment within a standard IRI category and is based on our product offerings and the categories in which we compete.
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(3)
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“Market share” is based on sales dollars in the United States, as calculated by IRI for the 52 weeks ended March 23, 2014.
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(4)
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“ACV” refers to the All Commodity Volume Food Drug Mass Index, as calculated by IRI for the 52 weeks ended March 23, 2014. ACV measures the ratio of the weighted sales volume of stores that sell a particular product to all the stores
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(5)
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Gaviscon
is distributed by us in Canada only and the market information was generated by Nielsen, an independent third party market research firm for the period ending April 5, 2014. Figures represent national, all channel retail sales data in the food, drug, mass merchandise (including Walmart), general merchandise (i.e. Dollarama), and warehouse club stores (Costco). Data reported for warehouse club and general merchandise is calculated based on home scan panel data, and not direct point of sale data.
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(6)
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The Care Pharma brands includes the
Fess
line of cold/allergy and saline nasal health products, which is the leading saline spray for both adults and children in Australia. Market information was generated by IMS Australian Proprietary Index, an independent market research firm for the period ending March 31, 2014.
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Gross
Margin %
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G&A %
To Total Revenues
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CapEx %
To Total Revenues
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2014
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56.5
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8.1
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0.5
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2013
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55.7
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8.3
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1.6
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2012
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51.6
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12.9
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0.1
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Effective Marketing and Advertising;
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Sales Excellence;
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Extraordinary Customer Service; and
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Innovation and Product Development.
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Investments in Advertising and Promotion
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Growing our Categories and Market Share with Innovative New Products
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Increasing Distribution Across Multiple Channels
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Growing Our International Business
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Pursuing Strategic Acquisitions
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Over-the-Counter Healthcare; and
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Household Cleaning.
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Percentage of
Gross Sales
(1)
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||||
Channel of Distribution
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2014
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2013
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2012
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Mass
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29.6
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32.2
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33.2
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Food
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19.6
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19.4
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21.1
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Drug
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23.5
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22.7
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25.8
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Dollar
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9.0
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9.3
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9.4
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Convenience
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7.3
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5.9
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2.8
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Club
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3.0
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3.1
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2.3
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Other
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8.0
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7.4
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5.4
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(1)
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Includes estimates for some of our wholesale customers that service more than one distribution channel.
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Distribution Channel
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Customers
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Distribution Channel
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Customers
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Mass
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Kmart
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Drug
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CVS
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Meijer
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Rite Aid
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Target
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Walgreens
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Walmart
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Food
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Ahold
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Dollar
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Dollar General
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Kroger
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Dollar Tree
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Publix
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Family Dollar
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Safeway
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Supervalu
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Convenience
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McLane
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Club
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BJ’s Wholesale Club
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HT Hackney
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Costco
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Core Mark
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Sam’s Club
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•
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Difficulties achieving our expected returns;
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•
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Difficulties in integrating any acquired companies, suppliers, personnel and products into our existing business;
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•
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Difficulties in realizing the benefits of the acquired company or products;
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•
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Higher costs of integration than we anticipated;
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•
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Exposure to unexpected liabilities of the acquired business;
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•
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Difficulties in retaining key employees of the acquired business who are necessary to operate the business;
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•
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Difficulties in maintaining uniform standards, controls, procedures and policies throughout our acquired companies; or
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•
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Adverse customer or stockholder reaction to the acquisition.
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•
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Political instability or declining economic conditions in the countries or regions where we operate that adversely affect sales of our products;
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•
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Changes in the legislative or regulatory requirements of the countries or regions where we do business;
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•
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Currency controls that restrict or prohibit the payment of funds or the repatriation of earnings to the United States;
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•
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Fluctuating foreign exchange rates that result in unfavorable increases in the price of our products or cause increases in the cost of certain products purchased from our foreign third-party manufacturers;
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•
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Trade restrictions and exchange controls;
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•
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Inability to protect our intellectual property rights in these markets; and
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•
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Increased costs of compliance with general business and tax regulations in these countries or regions.
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•
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Suspend manufacturing operations;
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•
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Modify product formulations or processes;
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•
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Suspend the sale of products with non-complying specifications; or
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•
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Change product labeling, packaging, marketing, or advertising or take other corrective action.
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•
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Increase our vulnerability to general adverse economic and industry conditions;
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•
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Limit our ability to engage in strategic acquisitions;
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•
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Require us to dedicate a substantial portion of our cash flow from operations toward repayment of our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes;
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•
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Limit our flexibility in planning for, or reacting to, changes in our business and the markets in which we operate;
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•
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Place us at a competitive disadvantage compared to our competitors that have less debt; and
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Limit, among other things, our ability to borrow additional funds on favorable terms or at all.
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Borrow money or issue guarantees;
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Pay dividends, repurchase stock from, or make other restricted payments to, stockholders;
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Make investments or acquisitions;
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Use assets as security in other transactions;
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Sell assets or merge with or into other companies;
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Enter into transactions with affiliates;
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Sell stock in our subsidiaries; and
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Direct our subsidiaries to pay dividends or make other payments to us.
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•
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Increases and decreases in quarterly revenues and profitability;
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The timing of acquisitions or the introduction of new products;
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The timing of the introduction or return to the market of competitive products and the introduction of store brand products;
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•
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Adverse regulatory or market events in the United States or in our international markets;
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Changes in consumer preferences, spending habits and competitive conditions, including the effects of competitors’ operational, promotional or expansion activities;
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•
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Seasonality of our products;
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Fluctuations in commodity prices, product costs, utilities and energy costs, prevailing wage rates, insurance costs and other costs;
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The discontinuation and return of our products from retailers;
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Changes in advertising and promotional activities and expansion to new markets;
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Negative publicity relating to us and the products we sell;
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•
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Litigation matters;
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•
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Increases in infrastructure costs;
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Impairment of goodwill or long-lived assets;
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•
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Changes in interest rates; and
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•
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Changes in accounting, tax, regulatory or other rules applicable to our business.
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•
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changes in the income allocation methods for state taxes, and the determination of which states or countries have jurisdiction to tax our Company;
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•
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an increase in non-deductible expenses for tax purposes, including certain stock-based compensation, executive compensation and impairment of goodwill;
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•
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transfer pricing adjustments;
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•
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tax assessments resulting from income tax audits or any related tax interest or penalties that could significantly affect our income tax provision for the period in which the settlement takes place;
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•
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a change in our decision to indefinitely reinvest foreign earnings;
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•
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changes in accounting principles; and
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•
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changes in tax laws or related interpretations, accounting standards, regulations, and interpretations in multiple tax jurisdictions in which we operate.
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High
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Low
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||||
Year Ending March 31, 2015
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|
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||||
April 1, 2014 - April 30, 2014
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|
$
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33.53
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$
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25.94
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||||
Year Ended March 31, 2014
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Quarter Ended
:
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||||
June 30, 2013
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$
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35.21
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$
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25.51
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September 30, 2013
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35.98
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29.02
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December 31, 2013
|
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36.69
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|
29.34
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March 31, 2014
|
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36.02
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24.94
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||
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|
||||
Year Ended March 31, 2013
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|
||||
Quarter Ended
:
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||||
June 30, 2012
|
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$
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17.84
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|
|
$
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12.50
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September 30, 2012
|
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17.16
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15.05
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||
December 31, 2012
|
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21.92
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|
|
16.30
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|
||
March 31, 2013
|
|
26.35
|
|
|
19.48
|
|
|
March 31,
|
||||||||||||||||||||||
Company/Market/Peer Group
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
||||||||||||
Prestige Brands Holdings, Inc.
|
$
|
100.00
|
|
|
$
|
173.75
|
|
|
$
|
222.01
|
|
|
$
|
337.45
|
|
|
$
|
495.95
|
|
|
$
|
526.06
|
|
Russell 2000 Index
|
100.00
|
|
|
162.64
|
|
|
204.59
|
|
|
204.21
|
|
|
237.58
|
|
|
296.73
|
|
||||||
S&P SmallCap 600 Index
|
100.00
|
|
|
164.00
|
|
|
205.43
|
|
|
215.76
|
|
|
250.59
|
|
|
320.28
|
|
||||||
Peer Group Index
(1)
|
100.00
|
|
|
170.53
|
|
|
216.59
|
|
|
246.65
|
|
|
310.31
|
|
|
453.19
|
|
(1)
|
The Peer Group Index is a self-constructed peer group consisting of companies in the consumer products industry with comparable revenues and market capitalization, from which the Company has been excluded. The peer group index was constructed in 2013 in connection with the Company’s analysis of its executive compensation program in light of the Company's significant recent growth. The peer group index is comprised of: (i) B&G Food Holdings Corp., (ii) Hain Celestial Group, Inc., (iii) Hi Tech Pharmacal Co. Inc., (iv) Helen of Troy, Ltd., (v) Inter Parfums, Inc., (vi) Lifetime Brands, Inc., (vii) Maidenform Brands, Inc., (viii) Blyth Inc., (ix) Elizabeth Arden Inc., (x) WD-40 Company, and (xi) Zep, Inc., (xii) Libbey Inc., (xiii) Seneca Foods Corp., (xiv) Par Pharmaceutical Companies Inc., (xv) Snyders-Lance Inc., (xvi) Lancaster Colony Corp.
|
(In thousands, except per share data)
|
Year Ended March 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Income Statement Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
601,881
|
|
|
$
|
623,597
|
|
|
$
|
441,085
|
|
|
$
|
336,510
|
|
|
$
|
292,602
|
|
Cost of sales (1)
|
261,830
|
|
|
276,381
|
|
|
213,701
|
|
|
165,632
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|
|
139,158
|
|
|||||
Gross profit
|
340,051
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|
|
347,216
|
|
|
227,384
|
|
|
170,878
|
|
|
153,444
|
|
|||||
Advertising and promotion
|
89,468
|
|
|
90,630
|
|
|
57,127
|
|
|
42,897
|
|
|
30,923
|
|
|||||
General and administrative (2)
|
48,481
|
|
|
51,467
|
|
|
56,700
|
|
|
41,960
|
|
|
34,195
|
|
|||||
Depreciation and amortization
|
13,486
|
|
|
13,235
|
|
|
10,734
|
|
|
9,876
|
|
|
10,001
|
|
|||||
Interest expense, net
|
68,582
|
|
|
84,407
|
|
|
41,320
|
|
|
27,317
|
|
|
22,935
|
|
|||||
Gain on settlement
|
—
|
|
|
—
|
|
|
(5,063
|
)
|
|
—
|
|
|
—
|
|
|||||
Loss on extinguishment of debt
|
18,286
|
|
|
1,443
|
|
|
5,409
|
|
|
300
|
|
|
2,656
|
|
|||||
Income from continuing operations before income taxes
|
101,748
|
|
|
106,034
|
|
|
61,157
|
|
|
48,528
|
|
|
52,734
|
|
|||||
Provision for income taxes
|
29,133
|
|
|
40,529
|
|
|
23,945
|
|
|
19,349
|
|
|
20,664
|
|
|||||
Income from continuing operations
|
72,615
|
|
|
65,505
|
|
|
37,212
|
|
|
29,179
|
|
|
32,070
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Discontinued Operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from discontinued operations, net of income tax
|
—
|
|
|
—
|
|
|
—
|
|
|
591
|
|
|
(112
|
)
|
|||||
(Loss) gain on sale of discontinued operations, net of income tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(550
|
)
|
|
157
|
|
|||||
Net income available to common stockholders
|
$
|
72,615
|
|
|
$
|
65,505
|
|
|
$
|
37,212
|
|
|
$
|
29,220
|
|
|
$
|
32,115
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Income from continuing operations
|
$
|
1.41
|
|
|
$
|
1.29
|
|
|
$
|
0.74
|
|
|
$
|
0.58
|
|
|
$
|
0.64
|
|
Income (loss) from discontinued operations and gain (loss) from sale of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income
|
$
|
1.41
|
|
|
$
|
1.29
|
|
|
$
|
0.74
|
|
|
$
|
0.58
|
|
|
$
|
0.64
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Income from continuing operations
|
$
|
1.39
|
|
|
$
|
1.27
|
|
|
$
|
0.73
|
|
|
$
|
0.58
|
|
|
$
|
0.64
|
|
Income (loss) from discontinued operations and gain (loss) from sale of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income
|
$
|
1.39
|
|
|
$
|
1.27
|
|
|
$
|
0.73
|
|
|
$
|
0.58
|
|
|
$
|
0.64
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
51,641
|
|
|
50,633
|
|
|
50,270
|
|
|
50,081
|
|
|
50,013
|
|
|||||
Diluted
|
52,349
|
|
|
51,440
|
|
|
50,748
|
|
|
50,338
|
|
|
50,085
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other comprehensive income (loss)
|
843
|
|
|
(91
|
)
|
|
(13
|
)
|
|
—
|
|
|
1,334
|
|
|||||
Comprehensive income
|
$
|
73,458
|
|
|
$
|
65,414
|
|
|
$
|
37,199
|
|
|
$
|
29,220
|
|
|
$
|
33,449
|
|
|
Year Ended March 31,
|
||||||||||||||||||
Other Financial Data
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Capital expenditures
|
$
|
2,764
|
|
|
$
|
10,268
|
|
|
$
|
606
|
|
|
$
|
655
|
|
|
$
|
673
|
|
Cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating activities
|
111,582
|
|
|
137,605
|
|
|
67,452
|
|
|
86,670
|
|
|
59,427
|
|
|||||
Investing activities
|
(57,976
|
)
|
|
11,221
|
|
|
(662,206
|
)
|
|
(275,680
|
)
|
|
7,320
|
|
|||||
Financing activities
|
(41,153
|
)
|
|
(152,117
|
)
|
|
600,434
|
|
|
161,247
|
|
|
(60,831
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
March 31,
|
||||||||||||||||||
Balance Sheet Data
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Cash and cash equivalents
|
$
|
28,331
|
|
|
$
|
15,670
|
|
|
$
|
19,015
|
|
|
$
|
13,334
|
|
|
$
|
41,097
|
|
Total assets
|
1,795,663
|
|
|
1,739,799
|
|
|
1,758,276
|
|
|
1,056,918
|
|
|
791,412
|
|
|||||
Total long-term debt, including current maturities
|
937,500
|
|
|
978,000
|
|
|
1,135,000
|
|
|
492,000
|
|
|
328,087
|
|
|||||
Stockholders’ equity
|
563,360
|
|
|
477,943
|
|
|
402,728
|
|
|
361,832
|
|
|
329,059
|
|
(1)
|
For 2014, 2012 and 2011, cost of sales included $0.6 million, $1.8 million and $7.3 million, respectively, of charges related to the step-up of inventory associated with acquisitions. 2013 included $6.1 million of transaction costs associated with acquisitions.
|
(2)
|
General and administrative expense included $1.1 million of costs related to acquisitions for 2014, $13.8 million of costs related to the GSK Brands acquisition and $1.7 million of unsolicited offer defense costs in 2012, and $7.7 million of costs related to the acquisitions of Blacksmith and
Dramamine
in 2011.
|
(In thousands)
|
July 1, 2013
|
|
|
|
|
||
Cash acquired
|
$
|
1,546
|
|
Accounts receivable
|
1,658
|
|
|
Inventories
|
2,465
|
|
|
Deferred income tax assets
|
283
|
|
|
Prepaids and other current assets
|
647
|
|
|
Property, plant and equipment
|
163
|
|
|
Goodwill
|
23,122
|
|
|
Intangible assets
|
31,502
|
|
|
Total assets acquired
|
61,386
|
|
|
|
|
||
Accounts payable
|
1,537
|
|
|
Accrued expenses
|
2,788
|
|
|
Other long term liabilities
|
300
|
|
|
Total liabilities assumed
|
4,625
|
|
|
|
|
||
Net assets acquired
|
$
|
56,761
|
|
(In thousands)
|
|
GSK Brands I (January 31, 2012)
|
|
GSK Brands II (March 30, 2012)
|
|
Total
|
||||||
Inventory
|
|
$
|
14,820
|
|
|
$
|
250
|
|
|
$
|
15,070
|
|
Prepaid expenses
|
|
3,575
|
|
|
—
|
|
|
3,575
|
|
|||
Trade names
|
|
542,892
|
|
|
81,257
|
|
|
624,149
|
|
|||
Goodwill
|
|
17,401
|
|
|
2,831
|
|
|
20,232
|
|
|||
Total purchase price
|
|
$
|
578,688
|
|
|
$
|
84,338
|
|
|
$
|
663,026
|
|
(In thousands)
|
October 31,
2012 |
||
Components of assets sold:
|
|
||
Inventory
|
$
|
220
|
|
Prepaid expenses
|
100
|
|
|
Trade names
|
15,604
|
|
|
Goodwill
|
6,382
|
|
|
March 31, 2014
|
|
March 31, 2013
|
||||||||||||||||||||
|
Over-the-
Counter
Healthcare
|
|
Household
Cleaning
|
|
Consolidated
|
|
Over-the-
Counter
Healthcare
|
|
Household
Cleaning
|
|
Consolidated
|
||||||||||||
(
In thousands
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
$
|
183,522
|
|
|
$
|
7,389
|
|
|
$
|
190,911
|
|
|
$
|
160,157
|
|
|
$
|
7,389
|
|
|
$
|
167,546
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Intangible assets, net
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Indefinite-lived:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Analgesics
|
343,620
|
|
|
—
|
|
|
343,620
|
|
|
341,123
|
|
|
—
|
|
|
341,123
|
|
||||||
Cough & Cold
|
208,673
|
|
|
—
|
|
|
208,673
|
|
|
185,453
|
|
|
—
|
|
|
185,453
|
|
||||||
Gastrointestinal
|
216,044
|
|
|
—
|
|
|
216,044
|
|
|
213,639
|
|
|
—
|
|
|
213,639
|
|
||||||
Eye & Ear Care
|
172,318
|
|
|
—
|
|
|
172,318
|
|
|
172,318
|
|
|
—
|
|
|
172,318
|
|
||||||
Dermatologicals
|
149,927
|
|
|
—
|
|
|
149,927
|
|
|
149,927
|
|
|
—
|
|
|
149,927
|
|
||||||
Oral Care
|
61,438
|
|
|
—
|
|
|
61,438
|
|
|
61,438
|
|
|
—
|
|
|
61,438
|
|
||||||
Other OTC
|
2,038
|
|
|
—
|
|
|
2,038
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Household Cleaning
|
—
|
|
|
119,820
|
|
|
119,820
|
|
|
—
|
|
|
119,820
|
|
|
119,820
|
|
||||||
Total indefinite-lived intangible assets, net
|
1,154,058
|
|
|
119,820
|
|
|
1,273,878
|
|
|
1,123,898
|
|
|
119,820
|
|
|
1,243,718
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Finite-lived:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Analgesics
|
4,111
|
|
|
—
|
|
|
4,111
|
|
|
4,341
|
|
|
—
|
|
|
4,341
|
|
||||||
Cough & Cold
|
21,463
|
|
|
—
|
|
|
21,463
|
|
|
22,527
|
|
|
—
|
|
|
22,527
|
|
||||||
Gastrointestinal
|
12,411
|
|
|
—
|
|
|
12,411
|
|
|
12,805
|
|
|
—
|
|
|
12,805
|
|
||||||
Eye & Ear Care
|
8,038
|
|
|
—
|
|
|
8,038
|
|
|
8,573
|
|
|
—
|
|
|
8,573
|
|
||||||
Dermatologicals
|
5,479
|
|
|
—
|
|
|
5,479
|
|
|
6,321
|
|
|
—
|
|
|
6,321
|
|
||||||
Oral Care
|
17,198
|
|
|
—
|
|
|
17,198
|
|
|
18,551
|
|
|
—
|
|
|
18,551
|
|
||||||
Other OTC
|
26,072
|
|
|
—
|
|
|
26,072
|
|
|
28,493
|
|
|
—
|
|
|
28,493
|
|
||||||
Household Cleaning
|
—
|
|
|
26,167
|
|
|
26,167
|
|
|
—
|
|
|
27,911
|
|
|
27,911
|
|
||||||
Total finite-lived intangible assets, net
|
94,772
|
|
|
26,167
|
|
|
120,939
|
|
|
101,611
|
|
|
27,911
|
|
|
129,522
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total intangible assets, net
|
1,248,830
|
|
|
145,987
|
|
|
1,394,817
|
|
|
1,225,509
|
|
|
147,731
|
|
|
1,373,240
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total goodwill and intangible assets, net
|
$
|
1,432,352
|
|
|
$
|
153,376
|
|
|
$
|
1,585,728
|
|
|
$
|
1,385,666
|
|
|
$
|
155,120
|
|
|
$
|
1,540,786
|
|
•
|
Brand History
|
•
|
Market Position
|
•
|
Recent and Projected Sales Growth
|
•
|
History of and Potential for Product Extensions
|
•
|
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.
|
•
|
Type of instrument (i.e., restricted shares vs. an option, warrant 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.
|
•
|
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.
|
Revenues
|
2014
|
|
%
|
|
2013
|
|
%
|
|
Increase
(Decrease)
|
|
%
|
|||||||
Analgesics
|
$
|
110,604
|
|
|
18.4
|
|
$
|
108,144
|
|
|
17.3
|
|
$
|
2,460
|
|
|
2.3
|
|
Cough & Cold
|
115,241
|
|
|
19.1
|
|
126,974
|
|
|
20.3
|
|
(11,733
|
)
|
|
(9.2
|
)
|
|||
Gastrointestinal
|
83,971
|
|
|
14.0
|
|
97,940
|
|
|
15.7
|
|
(13,969
|
)
|
|
(14.3
|
)
|
|||
Eye & Ear Care
|
86,390
|
|
|
14.4
|
|
86,380
|
|
|
13.9
|
|
10
|
|
|
—
|
|
|||
Dermatologicals
|
52,363
|
|
|
8.7
|
|
52,401
|
|
|
8.4
|
|
(38
|
)
|
|
(0.1
|
)
|
|||
Oral Care
|
48,774
|
|
|
8.1
|
|
49,617
|
|
|
8.0
|
|
(843
|
)
|
|
(1.7
|
)
|
|||
Other OTC
|
16,504
|
|
|
2.7
|
|
15,475
|
|
|
2.4
|
|
1,029
|
|
|
6.6
|
|
|||
Total OTC Healthcare Revenues
|
513,847
|
|
|
85.4
|
|
536,931
|
|
|
86.1
|
|
(23,084
|
)
|
|
(4.3
|
)
|
|||
Household Cleaning
|
88,034
|
|
|
14.6
|
|
86,666
|
|
|
13.9
|
|
1,368
|
|
|
1.6
|
|
|||
Consolidated Revenues
|
$
|
601,881
|
|
|
100.0
|
|
$
|
623,597
|
|
|
100.0
|
|
$
|
(21,716
|
)
|
|
(3.5
|
)
|
Cost of Sales
|
2014
|
|
%
|
|
2013
|
|
%
|
|
Increase
(Decrease)
|
|
%
|
|||||||
OTC Healthcare
|
$
|
197,442
|
|
|
38.4
|
|
$
|
211,654
|
|
|
39.4
|
|
$
|
(14,212
|
)
|
|
(6.7
|
)
|
Household Cleaning
|
64,388
|
|
|
73.1
|
|
64,727
|
|
|
74.7
|
|
(339
|
)
|
|
(0.5
|
)
|
|||
|
$
|
261,830
|
|
|
43.5
|
|
$
|
276,381
|
|
|
44.3
|
|
$
|
(14,551
|
)
|
|
(5.3
|
)
|
Gross Profit
|
2014
|
|
%
|
|
2013
|
|
%
|
|
Increase
(Decrease)
|
|
%
|
|||||||
OTC Healthcare
|
$
|
316,405
|
|
|
61.6
|
|
$
|
325,277
|
|
|
60.6
|
|
$
|
(8,872
|
)
|
|
(2.7
|
)
|
Household Cleaning
|
23,646
|
|
|
26.9
|
|
21,939
|
|
|
25.3
|
|
1,707
|
|
|
7.8
|
|
|||
|
$
|
340,051
|
|
|
56.5
|
|
$
|
347,216
|
|
|
55.7
|
|
$
|
(7,165
|
)
|
|
(2.1
|
)
|
Contribution Margin
|
2014
|
|
%
|
|
2013
|
|
%
|
|
Increase
(Decrease)
|
|
%
|
|||||||
OTC Healthcare
|
$
|
229,827
|
|
|
44.7
|
|
$
|
240,740
|
|
|
44.8
|
|
$
|
(10,913
|
)
|
|
(4.5
|
)
|
Household Cleaning
|
20,756
|
|
|
23.6
|
|
15,846
|
|
|
18.3
|
|
4,910
|
|
|
31.0
|
|
|||
|
$
|
250,583
|
|
|
41.6
|
|
$
|
256,586
|
|
|
41.1
|
|
$
|
(6,003
|
)
|
|
(2.3
|
)
|
Revenues
|
2013
|
|
%
|
|
2012
|
|
%
|
|
Increase
(Decrease)
|
|
%
|
|||||||
Analgesics
|
$
|
108,144
|
|
|
17.3
|
|
$
|
18,930
|
|
|
4.3
|
|
$
|
89,214
|
|
|
471.3
|
|
Cough & Cold
|
126,974
|
|
|
20.3
|
|
116,669
|
|
|
26.4
|
|
10,305
|
|
|
8.8
|
|
|||
Gastrointestinal
|
97,940
|
|
|
15.7
|
|
29,489
|
|
|
6.7
|
|
68,451
|
|
|
232.1
|
|
|||
Eye & Ear Care
|
86,380
|
|
|
13.9
|
|
74,363
|
|
|
16.9
|
|
12,017
|
|
|
16.2
|
|
|||
Dermatologicals
|
52,401
|
|
|
8.4
|
|
52,592
|
|
|
11.9
|
|
(191
|
)
|
|
(0.4
|
)
|
|||
Oral Care
|
49,617
|
|
|
8.0
|
|
46,551
|
|
|
10.6
|
|
3,066
|
|
|
6.6
|
|
|||
Other OTC
|
15,475
|
|
|
2.5
|
|
6,407
|
|
|
1.4
|
|
9,068
|
|
|
141.5
|
|
|||
Total OTC Healthcare Revenues
|
536,931
|
|
|
86.1
|
|
345,001
|
|
|
78.2
|
|
191,930
|
|
|
55.6
|
|
|||
Household Cleaning
|
86,666
|
|
|
13.9
|
|
96,084
|
|
|
21.8
|
|
(9,418
|
)
|
|
(9.8
|
)
|
|||
Consolidated Revenues
|
$
|
623,597
|
|
|
100.0
|
|
$
|
441,085
|
|
|
100.0
|
|
$
|
182,512
|
|
|
41.4
|
|
Cost of Sales
|
2013
|
|
%
|
|
2012
|
|
%
|
|
Increase
(Decrease)
|
|
%
|
|||||||
OTC Healthcare
|
$
|
211,654
|
|
|
39.4
|
|
$
|
143,151
|
|
|
41.5
|
|
$
|
68,503
|
|
|
47.9
|
|
Household Cleaning
|
64,727
|
|
|
74.7
|
|
70,550
|
|
|
73.4
|
|
(5,823
|
)
|
|
(8.3
|
)
|
|||
|
$
|
276,381
|
|
|
44.3
|
|
$
|
213,701
|
|
|
48.4
|
|
$
|
62,680
|
|
|
29.3
|
|
Gross Profit
|
2013
|
|
%
|
|
2012
|
|
%
|
|
Increase
(Decrease)
|
|
%
|
|||||||
OTC Healthcare
|
$
|
325,277
|
|
|
60.6
|
|
$
|
201,850
|
|
|
58.5
|
|
$
|
123,427
|
|
|
61.1
|
|
Household Cleaning
|
21,939
|
|
|
25.3
|
|
25,534
|
|
|
26.6
|
|
(3,595
|
)
|
|
(14.1
|
)
|
|||
|
$
|
347,216
|
|
|
55.7
|
|
$
|
227,384
|
|
|
51.6
|
|
$
|
119,832
|
|
|
52.7
|
|
Contribution Margin
|
2013
|
|
%
|
|
2012
|
|
%
|
|
Increase
(Decrease)
|
|
%
|
|||||||
OTC Healthcare
|
$
|
240,740
|
|
|
44.8
|
|
$
|
149,955
|
|
|
43.5
|
|
$
|
90,785
|
|
|
60.5
|
|
Household Cleaning
|
15,846
|
|
|
18.3
|
|
20,302
|
|
|
21.1
|
|
(4,456
|
)
|
|
(21.9
|
)
|
|||
|
$
|
256,586
|
|
|
41.1
|
|
$
|
170,257
|
|
|
38.6
|
|
$
|
86,329
|
|
|
50.7
|
|
|
Year Ended March 31,
|
||||||||||
(In thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Net cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
111,582
|
|
|
$
|
137,605
|
|
|
$
|
67,452
|
|
Investing activities
|
(57,976
|
)
|
|
11,221
|
|
|
(662,206
|
)
|
|||
Financing activities
|
(41,153
|
)
|
|
(152,117
|
)
|
|
600,434
|
|
•
|
$250.0 million
of 8.125% 2012 Senior Notes due 2020;
|
•
|
$400.0 million
of 5.375% 2013 Senior Notes due 2021; and
|
•
|
$287.5 million
of borrowings under the 2012 Term Loan.
|
•
|
Have a leverage ratio of less than
6.5 to 1.0
for the quarter ending March 31, 2014 (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 3.50 to 1.0 for the quarter ending June 30, 2016, and remains level thereafter;
|
•
|
Have an interest coverage ratio of greater than
1.70 to 1.0
for the quarter ending March 31, 2014 (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 2.50 to 1.0 for the quarter ending June 30, 2016, and remains level thereafter; and
|
•
|
Have a fixed charge ratio of greater than
1.0 to 1.0
for the quarter ending March 31, 2014 (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.
|
|
Payments Due by Period
|
||||||||||||||||||
(In millions)
|
|
|
Less than
|
|
1 to 3
|
|
4 to 5
|
|
After 5
|
||||||||||
Contractual Obligations
|
Total
|
|
1 Year
|
|
Years
|
|
Years
|
|
Years
|
||||||||||
Long-term debt
|
$
|
937.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
287.5
|
|
|
$
|
650.0
|
|
Interest on long-term debt
(1)
|
482.9
|
|
|
68.6
|
|
|
177.5
|
|
|
118.4
|
|
|
118.4
|
|
|||||
Purchase obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Inventory costs
(2)
|
58.3
|
|
|
53.6
|
|
|
3.1
|
|
|
1.6
|
|
|
—
|
|
|||||
Other costs
(3)
|
13.9
|
|
|
13.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases
|
4.6
|
|
|
1.4
|
|
|
3.2
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual cash obligations
(4)
|
$
|
1,497.2
|
|
|
$
|
137.5
|
|
|
$
|
183.8
|
|
|
$
|
407.5
|
|
|
$
|
768.4
|
|
(1)
|
Represents the estimated interest obligations on the outstanding balances of the 2012 Term Loan, 2012 ABL Revolver, 2013 Senior Notes, and 2012 Senior Notes, assuming scheduled principal payments (based on the terms of the loan agreements) are made and assuming a weighted average interest rate of
7.03%
. Estimated interest obligations would be different under different assumptions regarding interest rates or timing of principal payments.
|
(2)
|
Purchase obligations for inventory costs are legally binding commitments for projected inventory requirements to be utilized during the normal course of our operations.
|
(3)
|
Purchase obligations for other costs are legally binding commitments for marketing, advertising and capital expenditures. Activity costs for molds and equipment to be paid, based solely on a per unit basis without any deadlines for final payment, have been excluded from the table because we are unable to determine the time period over which such activity costs will be paid.
|
(4)
|
We have excluded obligations related to uncertain tax positions because we cannot reasonably estimate when they will occur.
|
Report of Independent Registered Public Accounting Firm,
PricewaterhouseCoopers LLP
|
|
Consolidated Statements of Income and Comprehensive Income for each of the three years in
the period ended March 31, 2014
|
|
Consolidated Balance Sheets at March 31, 2014 and 2013
|
|
Consolidated Statements of Changes in Stockholders’ Equity and Comprehensive Income for
each of the three years in the period ended March 31, 2014
|
|
Consolidated Statements of Cash Flows for each of the three years
in the period ended March 31, 2014
|
|
Notes to Consolidated Financial Statements
|
|
Schedule II—Valuation and Qualifying Accounts
|
|
Year Ended March 31,
|
||||||||||
(In thousands, except per share data)
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues
|
|
|
|
|
|
||||||
Net sales
|
$
|
596,954
|
|
|
$
|
620,394
|
|
|
$
|
437,838
|
|
Other revenues
|
4,927
|
|
|
3,203
|
|
|
3,247
|
|
|||
Total revenues
|
601,881
|
|
|
623,597
|
|
|
441,085
|
|
|||
|
|
|
|
|
|
||||||
Cost of Sales
|
|
|
|
|
|
||||||
Cost of sales (exclusive of depreciation shown below)
|
261,830
|
|
|
276,381
|
|
|
213,701
|
|
|||
Gross profit
|
340,051
|
|
|
347,216
|
|
|
227,384
|
|
|||
|
|
|
|
|
|
||||||
Operating Expenses
|
|
|
|
|
|
||||||
Advertising and promotion
|
89,468
|
|
|
90,630
|
|
|
57,127
|
|
|||
General and administrative
|
48,481
|
|
|
51,467
|
|
|
56,700
|
|
|||
Depreciation and amortization
|
13,486
|
|
|
13,235
|
|
|
10,734
|
|
|||
Total operating expenses
|
151,435
|
|
|
155,332
|
|
|
124,561
|
|
|||
Operating income
|
188,616
|
|
|
191,884
|
|
|
102,823
|
|
|||
|
|
|
|
|
|
||||||
Other (income) expense
|
|
|
|
|
|
||||||
Interest income
|
(60
|
)
|
|
(13
|
)
|
|
(18
|
)
|
|||
Interest expense
|
68,642
|
|
|
84,420
|
|
|
41,338
|
|
|||
Gain on settlement
|
—
|
|
|
—
|
|
|
(5,063
|
)
|
|||
Loss on extinguishment of debt
|
18,286
|
|
|
1,443
|
|
|
5,409
|
|
|||
Total other expense
|
86,868
|
|
|
85,850
|
|
|
41,666
|
|
|||
Income before income taxes
|
101,748
|
|
|
106,034
|
|
|
61,157
|
|
|||
Provision for income taxes
|
29,133
|
|
|
40,529
|
|
|
23,945
|
|
|||
Net income
|
72,615
|
|
|
65,505
|
|
|
37,212
|
|
|||
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.41
|
|
|
$
|
1.29
|
|
|
$
|
0.74
|
|
Diluted
|
$
|
1.39
|
|
|
$
|
1.27
|
|
|
$
|
0.73
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
51,641
|
|
|
50,633
|
|
|
50,270
|
|
|||
Diluted
|
52,349
|
|
|
51,440
|
|
|
50,748
|
|
|||
|
|
|
|
|
|
||||||
Comprehensive income, net of tax:
|
|
|
|
|
|
||||||
Currency translation adjustments
|
843
|
|
|
(91
|
)
|
|
(13
|
)
|
|||
Total other comprehensive income (loss)
|
843
|
|
|
(91
|
)
|
|
(13
|
)
|
|||
Comprehensive income
|
$
|
73,458
|
|
|
$
|
65,414
|
|
|
$
|
37,199
|
|
(In thousands)
|
March 31,
|
||||||
Assets
|
2014
|
|
2013
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
28,331
|
|
|
$
|
15,670
|
|
Accounts receivable, net
|
65,050
|
|
|
73,053
|
|
||
Inventories
|
65,586
|
|
|
60,201
|
|
||
Deferred income tax assets
|
6,544
|
|
|
6,349
|
|
||
Prepaid expenses and other current assets
|
11,674
|
|
|
8,900
|
|
||
Total current assets
|
177,185
|
|
|
164,173
|
|
||
|
|
|
|
||||
Property and equipment, net
|
9,597
|
|
|
9,896
|
|
||
Goodwill
|
190,911
|
|
|
167,546
|
|
||
Intangible assets, net
|
1,394,817
|
|
|
1,373,240
|
|
||
Other long-term assets
|
23,153
|
|
|
24,944
|
|
||
Total Assets
|
$
|
1,795,663
|
|
|
$
|
1,739,799
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity
|
|
|
|
|
|||
Current liabilities
|
|
|
|
|
|||
Accounts payable
|
$
|
48,286
|
|
|
$
|
51,376
|
|
Accrued interest payable
|
9,626
|
|
|
13,894
|
|
||
Other accrued liabilities
|
26,446
|
|
|
31,398
|
|
||
Total current liabilities
|
84,358
|
|
|
96,668
|
|
||
|
|
|
|
||||
Long-term debt
|
|
|
|
||||
Principal amount
|
937,500
|
|
|
978,000
|
|
||
Less unamortized discount
|
(3,086
|
)
|
|
(7,100
|
)
|
||
Long-term debt, net of unamortized discount
|
934,414
|
|
|
970,900
|
|
||
|
|
|
|
||||
Deferred income tax liabilities
|
213,204
|
|
|
194,288
|
|
||
Other long-term liabilities
|
327
|
|
|
—
|
|
||
Total Liabilities
|
1,232,303
|
|
|
1,261,856
|
|
||
|
|
|
|
||||
Commitments and Contingencies – Note 17
|
|
|
|
|
|||
|
|
|
|
||||
Stockholders’ Equity
|
|
|
|
|
|||
Preferred stock – $0.01 par value
|
|
|
|
|
|||
Authorized – 5,000 shares
|
|
|
|
|
|||
Issued and outstanding – None
|
—
|
|
|
—
|
|
||
Preferred share rights
|
—
|
|
|
283
|
|
||
Common stock – $0.01 par value
|
|
|
|
|
|||
Authorized – 250,000 shares
|
|
|
|
|
|||
Issued – 52,021 shares and 51,311 shares at March 31, 2014 and 2013, respectively
|
520
|
|
|
513
|
|
||
Additional paid-in capital
|
414,387
|
|
|
401,691
|
|
||
Treasury stock, at cost – 206 shares at March 31, 2014 and 181 shares at March 31, 2013
|
(1,431
|
)
|
|
(687
|
)
|
||
Accumulated other comprehensive income (loss), net of tax
|
739
|
|
|
(104
|
)
|
||
Retained earnings
|
149,145
|
|
|
76,247
|
|
||
Total Stockholders’ Equity
|
563,360
|
|
|
477,943
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
1,795,663
|
|
|
$
|
1,739,799
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Treasury Stock
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Preferred Share Rights
|
|
Retained
Earnings (Accumulated Deficit)
|
|
Totals
|
||||||||||||||||||||
(In thousands)
|
Shares
|
|
Par
Value
|
|
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||||||||
Balances at March 31, 2011
|
50,276
|
|
|
$
|
503
|
|
|
$
|
387,932
|
|
|
160
|
|
|
$
|
(416
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(26,187
|
)
|
|
$
|
361,832
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
3,078
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,078
|
|
|||||||
Exercise of stock options
|
87
|
|
|
1
|
|
|
888
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
889
|
|
|||||||
Preferred share rights
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
283
|
|
|
(283
|
)
|
|
—
|
|
|||||||
Issuance of shares related to restricted stock
|
103
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||||
Shares surrendered as payment of tax withholding
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
(271
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(271
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Components of comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,212
|
|
|
37,212
|
|
|||||||
Translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|||||||
Total comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,199
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balances at March 31, 2012
|
50,466
|
|
|
$
|
505
|
|
|
$
|
391,898
|
|
|
181
|
|
|
$
|
(687
|
)
|
|
$
|
(13
|
)
|
|
$
|
283
|
|
|
$
|
10,742
|
|
|
$
|
402,728
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
3,772
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,772
|
|
|||||||
Exercise of stock options
|
786
|
|
|
7
|
|
|
6,022
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,029
|
|
|||||||
Issuance of shares related to restricted stock
|
59
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||||||
Components of comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65,505
|
|
|
65,505
|
|
|||||||
Translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(91
|
)
|
|
—
|
|
|
—
|
|
|
(91
|
)
|
|||||||
Total comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65,414
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balances at March 31, 2013
|
51,311
|
|
|
$
|
513
|
|
|
$
|
401,691
|
|
|
181
|
|
|
$
|
(687
|
)
|
|
$
|
(104
|
)
|
|
$
|
283
|
|
|
$
|
76,247
|
|
|
$
|
477,943
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Treasury Stock
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
|
Preferred Share Rights
|
|
Retained
Earnings
|
|
Totals
|
||||||||||||||||||||
|
Shares
|
|
Par
Value
|
|
|
Shares
|
|
Amount
|
|
|
|
||||||||||||||||||||||
Balances at March 31, 2013
|
51,311
|
|
|
$
|
513
|
|
|
$
|
401,691
|
|
|
181
|
|
|
$
|
(687
|
)
|
|
$
|
(104
|
)
|
|
$
|
283
|
|
|
$
|
76,247
|
|
|
$
|
477,943
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
5,146
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,146
|
|
|||||||
Exercise of stock options
|
605
|
|
|
6
|
|
|
5,901
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,907
|
|
|||||||
Preferred share rights
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(283
|
)
|
|
283
|
|
|
—
|
|
|||||||
Issuance of shares related to restricted stock
|
105
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Treasury share repurchases
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
(744
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(744
|
)
|
|||||||
Excess tax benefits from share-based awards
|
—
|
|
|
—
|
|
|
1,650
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,650
|
|
|||||||
Components of comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
72,615
|
|
|
72,615
|
|
|||||||
Translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
843
|
|
|
—
|
|
|
—
|
|
|
843
|
|
|||||||
Total comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
73,458
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balances at March 31, 2014
|
52,021
|
|
|
$
|
520
|
|
|
$
|
414,387
|
|
|
206
|
|
|
$
|
(1,431
|
)
|
|
$
|
739
|
|
|
$
|
—
|
|
|
$
|
149,145
|
|
|
$
|
563,360
|
|
|
Year Ended March 31,
|
||||||||||
(In thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
72,615
|
|
|
$
|
65,505
|
|
|
$
|
37,212
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
13,486
|
|
|
13,235
|
|
|
10,734
|
|
|||
Deferred income taxes
|
19,012
|
|
|
25,505
|
|
|
13,793
|
|
|||
Amortization of deferred financing costs
|
7,102
|
|
|
9,832
|
|
|
1,630
|
|
|||
Stock-based compensation costs
|
5,146
|
|
|
3,772
|
|
|
3,078
|
|
|||
Loss on extinguishment of debt
|
18,286
|
|
|
1,443
|
|
|
5,409
|
|
|||
Premium payment on 2010 Senior Notes
|
(15,527
|
)
|
|
—
|
|
|
—
|
|
|||
Amortization of debt discount
|
3,410
|
|
|
4,632
|
|
|
1,030
|
|
|||
Lease termination costs
|
—
|
|
|
975
|
|
|
—
|
|
|||
(Gain) loss on sale or disposal of property and equipment
|
(3
|
)
|
|
103
|
|
|
—
|
|
|||
Changes in operating assets and liabilities, net of effects from acquisitions
|
|
|
|
|
|
|
|
||||
Accounts receivable
|
9,735
|
|
|
(12,882
|
)
|
|
(15,854
|
)
|
|||
Inventories
|
(2,850
|
)
|
|
(9,342
|
)
|
|
3,710
|
|
|||
Prepaid expenses and other current assets
|
(2,130
|
)
|
|
3,096
|
|
|
(3,009
|
)
|
|||
Accounts payable
|
(4,641
|
)
|
|
24,677
|
|
|
5,127
|
|
|||
Accrued liabilities
|
(12,059
|
)
|
|
7,054
|
|
|
4,592
|
|
|||
Net cash provided by operating activities
|
111,582
|
|
|
137,605
|
|
|
67,452
|
|
|||
|
|
|
|
|
|
||||||
Investing Activities
|
|
|
|
|
|
|
|
||||
Purchases of property and equipment
|
(2,764
|
)
|
|
(10,268
|
)
|
|
(606
|
)
|
|||
Proceeds from sale of property and equipment
|
3
|
|
|
15
|
|
|
—
|
|
|||
Proceeds from escrow of Blacksmith acquisition
|
—
|
|
|
—
|
|
|
1,200
|
|
|||
Proceeds from the sale of Phazyme brand
|
—
|
|
|
21,700
|
|
|
—
|
|
|||
Acquisition of brands from GSK
|
—
|
|
|
—
|
|
|
(662,800
|
)
|
|||
Acquisition of brands from GSK purchase price adjustments
|
—
|
|
|
(226
|
)
|
|
—
|
|
|||
Acquisition of Care Pharmaceuticals, less cash acquired
|
(55,215
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash (used in) provided by investing activities
|
(57,976
|
)
|
|
11,221
|
|
|
(662,206
|
)
|
|||
|
|
|
|
|
|
||||||
Financing Activities
|
|
|
|
|
|
|
|
||||
Proceeds from issuance of Senior Notes
|
400,000
|
|
|
—
|
|
|
250,000
|
|
|||
Proceeds from issuance of 2012 Term Loan
|
—
|
|
|
—
|
|
|
650,100
|
|
|||
Repayment of 2010 Senior Notes
|
(250,000
|
)
|
|
—
|
|
|
—
|
|
|||
Repayment of 2010 Term Loan
|
—
|
|
|
—
|
|
|
(242,000
|
)
|
|||
Repayment of 2012 Term Loan
|
(157,500
|
)
|
|
(190,000
|
)
|
|
(25,000
|
)
|
|||
Payment of deferred financing costs
|
(7,466
|
)
|
|
(1,146
|
)
|
|
(33,284
|
)
|
|||
Repayments under revolving credit agreement
|
(83,000
|
)
|
|
(15,000
|
)
|
|
—
|
|
|||
Borrowings under revolving credit agreement
|
50,000
|
|
|
48,000
|
|
|
—
|
|
|||
Proceeds from exercise of stock options
|
5,907
|
|
|
6,029
|
|
|
889
|
|
|||
Excess tax benefits from share-based awards
|
1,650
|
|
|
—
|
|
|
—
|
|
|||
Fair value of shares surrendered as payment of tax withholding
|
(744
|
)
|
|
—
|
|
|
(271
|
)
|
|||
Net cash (used in) provided by financing activities
|
(41,153
|
)
|
|
(152,117
|
)
|
|
600,434
|
|
|||
|
|
|
|
|
|
||||||
Effects of exchange rate changes on cash and cash equivalents
|
208
|
|
|
(54
|
)
|
|
1
|
|
|||
Increase (decrease) in cash and cash equivalents
|
12,661
|
|
|
(3,345
|
)
|
|
5,681
|
|
|||
Cash and cash equivalents - beginning of year
|
15,670
|
|
|
19,015
|
|
|
13,334
|
|
|||
Cash and cash equivalents - end of year
|
$
|
28,331
|
|
|
$
|
15,670
|
|
|
$
|
19,015
|
|
|
|
|
|
|
|
||||||
Interest paid
|
$
|
62,357
|
|
|
$
|
69,641
|
|
|
$
|
34,977
|
|
Income taxes paid
|
$
|
11,020
|
|
|
$
|
10,624
|
|
|
$
|
12,865
|
|
|
Years
|
Machinery
|
5
|
Computer equipment and software
|
3
|
Furniture and fixtures
|
7
|
Leasehold improvements
|
*
|
(In thousands)
|
July 1, 2013
|
|
|
|
|
||
Cash acquired
|
$
|
1,546
|
|
Accounts receivable
|
1,658
|
|
|
Inventories
|
2,465
|
|
|
Deferred income tax assets
|
283
|
|
|
Prepaids and other current assets
|
647
|
|
|
Property, plant and equipment
|
163
|
|
|
Goodwill
|
23,122
|
|
|
Intangible assets
|
31,502
|
|
|
Total assets acquired
|
61,386
|
|
|
|
|
||
Accounts payable
|
1,537
|
|
|
Accrued expenses
|
2,788
|
|
|
Other long term liabilities
|
300
|
|
|
Total liabilities assumed
|
4,625
|
|
|
|
|
||
Net assets acquired
|
$
|
56,761
|
|
(In thousands)
|
|
GSK Brands I (January 31, 2012)
|
|
GSK Brands II (March 30, 2012)
|
|
Total
|
||||||
Inventory
|
|
$
|
14,820
|
|
|
$
|
250
|
|
|
$
|
15,070
|
|
Prepaid expenses
|
|
3,575
|
|
|
—
|
|
|
3,575
|
|
|||
Trade names
|
|
542,892
|
|
|
81,257
|
|
|
624,149
|
|
|||
Goodwill
|
|
17,401
|
|
|
2,831
|
|
|
20,232
|
|
|||
Total purchase price
|
|
$
|
578,688
|
|
|
$
|
84,338
|
|
|
$
|
663,026
|
|
|
|
Year Ended March 31,
|
||
(In thousands, except per share data)
|
|
2012
|
||
|
|
(Unaudited)
|
||
Revenues
|
|
$
|
616,849
|
|
Income from continuing operations
|
|
69,989
|
|
|
|
|
|
||
Basic earnings per share:
|
|
|
||
Income from continuing operations
|
|
$
|
1.39
|
|
|
|
|
||
Diluted earnings per share:
|
|
|
||
Income from continuing operations
|
|
$
|
1.38
|
|
(In thousands)
|
October 31,
2012 |
||
Components of assets sold:
|
|
||
Inventory
|
$
|
220
|
|
Prepaid expenses
|
100
|
|
|
Trade names
|
15,604
|
|
|
Goodwill
|
6,382
|
|
(In thousands)
|
March 31,
|
||||||
|
2014
|
|
2013
|
||||
Components of Accounts Receivable
|
|
|
|
||||
Trade accounts receivable
|
$
|
73,632
|
|
|
$
|
79,746
|
|
Other receivables
|
1,360
|
|
|
615
|
|
||
|
74,992
|
|
|
80,361
|
|
||
Less allowances for discounts, returns and uncollectible accounts
|
(9,942
|
)
|
|
(7,308
|
)
|
||
Accounts receivable, net
|
$
|
65,050
|
|
|
$
|
73,053
|
|
(In thousands)
|
March 31,
|
||||||
|
2014
|
|
2013
|
||||
Components of Inventories
|
|
|
|
||||
Packaging and raw materials
|
$
|
3,099
|
|
|
$
|
1,875
|
|
Finished goods
|
62,487
|
|
|
58,326
|
|
||
Inventories
|
$
|
65,586
|
|
|
$
|
60,201
|
|
(In thousands)
|
March 31,
|
||||||
|
2014
|
|
2013
|
||||
Components of Property and Equipment
|
|
|
|
||||
Machinery
|
$
|
1,927
|
|
|
$
|
1,580
|
|
Computer equipment
|
8,923
|
|
|
6,559
|
|
||
Furniture and fixtures
|
1,858
|
|
|
1,510
|
|
||
Leasehold improvements
|
4,734
|
|
|
4,713
|
|
||
|
17,442
|
|
|
14,362
|
|
||
Accumulated depreciation
|
(7,845
|
)
|
|
(4,466
|
)
|
||
Property and equipment, net
|
$
|
9,597
|
|
|
$
|
9,896
|
|
(In thousands)
|
OTC Healthcare
|
|
Household Cleaning
|
|
Consolidated
|
||||||
Balance – March 31, 2011
|
|
|
|
|
|
||||||
Goodwill
|
$
|
277,677
|
|
|
$72,549
|
|
$350,226
|
||||
Accumulated impairment losses
|
(130,170
|
)
|
|
(65,160
|
)
|
|
(195,330
|
)
|
|||
Balance – March 31, 2011
|
147,507
|
|
|
7,389
|
|
|
154,896
|
|
|||
|
|
|
|
|
|
||||||
2012 additions
|
20,006
|
|
|
—
|
|
|
20,006
|
|
|||
|
|
|
|
|
|
||||||
Balance – March 31, 2012
|
|
|
|
|
|
||||||
Goodwill
|
296,483
|
|
|
72,549
|
|
|
369,032
|
|
|||
Accumulated impairment losses
|
(130,170
|
)
|
|
(65,160
|
)
|
|
(195,330
|
)
|
|||
Balance – March 31, 2012
|
166,313
|
|
|
7,389
|
|
|
173,702
|
|
|||
|
|
|
|
|
|
||||||
2013 additions
|
226
|
|
|
—
|
|
|
226
|
|
|||
2013 reductions
|
(6,382
|
)
|
|
—
|
|
|
(6,382
|
)
|
|||
|
|
|
|
|
|
||||||
Balance – March 31, 2013
|
|
|
|
|
|
||||||
Goodwill
|
290,327
|
|
|
72,549
|
|
|
362,876
|
|
|||
Accumulated impairment losses
|
(130,170
|
)
|
|
(65,160
|
)
|
|
(195,330
|
)
|
|||
|
160,157
|
|
|
7,389
|
|
|
167,546
|
|
|||
|
|
|
|
|
|
||||||
2014 additions
|
23,122
|
|
|
—
|
|
|
23,122
|
|
|||
Effects of foreign currency exchange rates
|
243
|
|
|
—
|
|
|
243
|
|
|||
|
|
|
|
|
|
||||||
Balance – March 31, 2014
|
|
|
|
|
|
||||||
Goodwill
|
313,692
|
|
|
72,549
|
|
|
386,241
|
|
|||
Accumulated impairment losses
|
(130,170
|
)
|
|
(65,160
|
)
|
|
(195,330
|
)
|
|||
|
$
|
183,522
|
|
|
$
|
7,389
|
|
|
$
|
190,911
|
|
(In thousands)
|
Year Ended March 31, 2012
|
||||||||||||||
|
Indefinite
Lived
Trademarks
|
|
Finite
Lived
Trademarks
|
|
Non
Compete
Agreement
|
|
Totals
|
||||||||
Gross Amount
|
|
|
|
|
|
|
|
||||||||
Balance – March 31, 2011 (including discontinued operations)
|
$
|
688,484
|
|
|
$
|
150,293
|
|
|
$
|
158
|
|
|
$
|
838,935
|
|
Additions
|
556,930
|
|
|
67,219
|
|
|
—
|
|
|
624,149
|
|
||||
Disposals
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance – March 31, 2012
|
$
|
1,245,414
|
|
|
$
|
217,512
|
|
|
$
|
158
|
|
|
$
|
1,463,084
|
|
|
|
|
|
|
|
|
|
||||||||
Accumulated Amortization
|
|
|
|
|
|
|
|
||||||||
Balance – March 31, 2011
|
$
|
—
|
|
|
$
|
52,416
|
|
|
$
|
158
|
|
|
$
|
52,574
|
|
Additions
|
—
|
|
|
9,988
|
|
|
—
|
|
|
9,988
|
|
||||
Disposals
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance – March 31, 2012
|
$
|
—
|
|
|
$
|
62,404
|
|
|
$
|
158
|
|
|
$
|
62,562
|
|
|
|
|
|
|
|
|
|
||||||||
Intangibles, net – March 31, 2012
|
$
|
1,245,414
|
|
|
$
|
155,108
|
|
|
$
|
—
|
|
|
$
|
1,400,522
|
|
(In thousands)
|
Year Ended March 31, 2013
|
||||||||||||||
|
Indefinite
Lived
Trademarks
|
|
Finite
Lived
Trademarks
|
|
Non
Compete
Agreement
|
|
Totals
|
||||||||
Gross Amount
|
|
|
|
|
|
|
|
||||||||
Balance – March 31, 2012
|
$
|
1,245,414
|
|
|
$
|
217,512
|
|
|
$
|
158
|
|
|
$
|
1,463,084
|
|
Reclassifications
|
(1,696
|
)
|
|
1,696
|
|
|
—
|
|
|
—
|
|
||||
Reductions
|
—
|
|
|
(16,142
|
)
|
|
—
|
|
|
(16,142
|
)
|
||||
Balance – March 31, 2013
|
$
|
1,243,718
|
|
|
$
|
203,066
|
|
|
$
|
158
|
|
|
$
|
1,446,942
|
|
|
|
|
|
|
|
|
|
||||||||
Accumulated Amortization
|
|
|
|
|
|
|
|
||||||||
Balance – March 31, 2012
|
$
|
—
|
|
|
$
|
62,404
|
|
|
$
|
158
|
|
|
$
|
62,562
|
|
Additions
|
—
|
|
|
11,678
|
|
|
—
|
|
|
11,678
|
|
||||
Reductions
|
—
|
|
|
(538
|
)
|
|
—
|
|
|
(538
|
)
|
||||
Balance – March 31, 2013
|
$
|
—
|
|
|
$
|
73,544
|
|
|
$
|
158
|
|
|
$
|
73,702
|
|
|
|
|
|
|
|
|
|
||||||||
Intangibles, net – March 31, 2013
|
$
|
1,243,718
|
|
|
$
|
129,522
|
|
|
$
|
—
|
|
|
$
|
1,373,240
|
|
(In thousands)
|
Year Ended March 31, 2014
|
||||||||||||||
|
Indefinite
Lived
Trademarks
|
|
Finite
Lived
Trademarks
|
|
Non
Compete
Agreement
|
|
Totals
|
||||||||
Gross Amount
|
|
|
|
|
|
|
|
||||||||
Balance – March 31, 2013
|
$
|
1,243,718
|
|
|
$
|
203,066
|
|
|
$
|
158
|
|
|
$
|
1,446,942
|
|
Additions
|
29,845
|
|
|
1,657
|
|
|
—
|
|
|
$
|
31,502
|
|
|||
Reductions
|
—
|
|
|
—
|
|
|
(158
|
)
|
|
(158
|
)
|
||||
Effects of foreign currency exchange rates
|
315
|
|
|
17
|
|
|
—
|
|
|
332
|
|
||||
Balance – March 31, 2014
|
$
|
1,273,878
|
|
|
$
|
204,740
|
|
|
$
|
—
|
|
|
$
|
1,478,618
|
|
|
|
|
|
|
|
|
|
||||||||
Accumulated Amortization
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance – March 31, 2013
|
$
|
—
|
|
|
$
|
73,544
|
|
|
$
|
158
|
|
|
$
|
73,702
|
|
Additions
|
—
|
|
|
10,256
|
|
|
—
|
|
|
10,256
|
|
||||
Reductions
|
—
|
|
|
—
|
|
|
(158
|
)
|
|
(158
|
)
|
||||
Effects of foreign currency exchange rates
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
Balance – March 31, 2014
|
$
|
—
|
|
|
$
|
83,801
|
|
|
$
|
—
|
|
|
$
|
83,801
|
|
|
|
|
|
|
|
|
|
||||||||
Intangibles, net – March 31, 2014
|
$
|
1,273,878
|
|
|
$
|
120,939
|
|
|
—
|
|
|
$
|
1,394,817
|
|
(In thousands)
|
March 31,
|
||||||
|
2014
|
|
2013
|
||||
Accrued marketing costs
|
$
|
11,812
|
|
|
$
|
17,187
|
|
Accrued compensation costs
|
6,232
|
|
|
8,847
|
|
||
Accrued broker commissions
|
1,019
|
|
|
1,028
|
|
||
Income taxes payable
|
1,854
|
|
|
493
|
|
||
Accrued professional fees
|
2,002
|
|
|
1,846
|
|
||
Deferred rent
|
1,258
|
|
|
1,268
|
|
||
Accrued production costs
|
1,506
|
|
|
—
|
|
||
Accrued lease termination costs
|
—
|
|
|
729
|
|
||
Other accrued liabilities
|
763
|
|
|
—
|
|
||
|
$
|
26,446
|
|
|
$
|
31,398
|
|
Year Ending March 31,
|
Amount
|
||
2015
|
$
|
—
|
|
2016
|
—
|
|
|
2017
|
—
|
|
|
2018
|
—
|
|
|
2019
|
287,500
|
|
|
Thereafter
|
650,000
|
|
|
|
$
|
937,500
|
|
(In thousands, except per share data)
|
Year Ended March 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Numerator
|
|
|
|
|
|
||||||
Net income
|
$
|
72,615
|
|
|
$
|
65,505
|
|
|
$
|
37,212
|
|
|
|
|
|
|
|
||||||
Denominator
|
|
|
|
|
|
|
|
||||
Denominator for basic earnings per share- weighted average shares outstanding
|
51,641
|
|
|
50,633
|
|
|
50,270
|
|
|||
Dilutive effect of unvested restricted common stock (including restricted stock units) and options issued to employees and directors
|
708
|
|
|
807
|
|
|
478
|
|
|||
Denominator for diluted earnings per share
|
52,349
|
|
|
51,440
|
|
|
50,748
|
|
|||
|
|
|
|
|
|
||||||
Earnings per Common Share:
|
|
|
|
|
|
|
|
||||
Basic net earnings per share
|
$
|
1.41
|
|
|
$
|
1.29
|
|
|
$
|
0.74
|
|
|
|
|
|
|
|
||||||
Diluted net earnings per share
|
$
|
1.39
|
|
|
$
|
1.27
|
|
|
$
|
0.73
|
|
Restricted Shares
|
|
Shares
(in thousands)
|
|
Weighted-Average
Grant-Date
Fair Value
|
|||
|
|
|
|
|
|||
Vested and Nonvested at March 31, 2011
|
|
275.4
|
|
|
$
|
8.46
|
|
|
|
|
|
|
|||
Granted
|
|
217.5
|
|
|
11.81
|
|
|
Vested and issued
|
|
(103.4
|
)
|
|
9.93
|
|
|
Forfeited
|
|
(26.1
|
)
|
|
10.17
|
|
|
Vested and nonvested at March 31, 2012
|
|
363.4
|
|
|
9.92
|
|
|
Vested at March 31, 2012
|
|
54.0
|
|
|
7.40
|
|
|
|
|
|
|
|
|||
Granted
|
|
128.9
|
|
|
13.59
|
|
|
Vested and issued
|
|
(58.7
|
)
|
|
9.99
|
|
|
Forfeited
|
|
(12.3
|
)
|
|
10.69
|
|
|
Vested and nonvested at March 31, 2013
|
|
421.3
|
|
|
11.01
|
|
|
Vested at March 31, 2013
|
|
70.4
|
|
|
8.52
|
|
|
|
|
|
|
|
|||
Granted
|
|
126.6
|
|
|
30.19
|
|
|
Vested and issued
|
|
(104.8
|
)
|
|
9.98
|
|
|
Forfeited
|
|
(5.6
|
)
|
|
15.11
|
|
|
Vested and nonvested at March 31, 2014
|
|
437.5
|
|
|
16.76
|
|
|
Vested at March 31, 2014
|
|
69.6
|
|
|
9.34
|
|
|
Year Ended March 31,
|
||||
|
2014
|
|
2013
|
||
Expected volatility
|
48.0
|
%
|
|
44.0
|
%
|
Expected dividends
|
—
|
|
|
—
|
|
Expected term in years
|
6
|
|
|
6.5
|
|
Risk-free rate
|
1.3
|
%
|
|
1.2
|
%
|
Options
|
|
Shares
(in thousands)
|
|
Weighted-Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual Term
|
|
Aggregate
Intrinsic
Value
(in thousands)
|
|||||
|
|
|
|
|
|
|
|
|
|||||
Outstanding at March 31, 2011
|
|
1,621.5
|
|
|
$
|
8.19
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|||||
Granted
|
|
308.2
|
|
|
11.27
|
|
|
|
|
|
|||
Exercised
|
|
(86.9
|
)
|
|
10.24
|
|
|
|
|
|
|||
Forfeited or expired
|
|
(97.4
|
)
|
|
11.57
|
|
|
|
|
|
|||
Outstanding at March 31, 2012
|
|
1,745.4
|
|
|
8.44
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||||
Granted
|
|
444.9
|
|
|
13.36
|
|
|
|
|
|
|||
Exercised
|
|
(786.5
|
)
|
|
7.67
|
|
|
|
|
|
|||
Forfeited or expired
|
|
(17.4
|
)
|
|
11.21
|
|
|
|
|
|
|||
Outstanding at March 31, 2013
|
|
1,386.4
|
|
|
10.43
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||||
Granted
|
|
227.7
|
|
|
29.94
|
|
|
|
|
|
|||
Exercised
|
|
(605.0
|
)
|
|
9.76
|
|
|
|
|
|
|||
Forfeited or expired
|
|
(14.2
|
)
|
|
14.56
|
|
|
|
|
|
|||
Outstanding at March 31, 2014
|
|
994.9
|
|
|
15.24
|
|
|
7.4
|
|
$
|
7,387
|
|
|
Exercisable at March 31, 2014
|
|
173.6
|
|
|
11.56
|
|
|
6.8
|
|
1,181
|
|
15.
|
Accumulated Other Comprehensive Income (Loss)
|
|
March 31,
|
|
March 31,
|
||||
(In thousands)
|
2014
|
|
2013
|
||||
Components of Accumulated Other Comprehensive Income (Loss)
|
|
|
|
||||
Cumulative translation adjustment
|
$
|
739
|
|
|
$
|
(104
|
)
|
Accumulated other comprehensive income (loss), net of tax
|
$
|
739
|
|
|
$
|
(104
|
)
|
(In thousands)
|
Year Ended March 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
7,801
|
|
|
$
|
12,520
|
|
|
$
|
8,127
|
|
State
|
625
|
|
|
1,972
|
|
|
1,396
|
|
|||
Foreign
|
1,675
|
|
|
532
|
|
|
630
|
|
|||
Deferred
|
|
|
|
|
|
|
|
||||
Federal
|
27,045
|
|
|
23,845
|
|
|
13,100
|
|
|||
State
|
(7,879
|
)
|
|
1,660
|
|
|
692
|
|
|||
Foreign
|
(134
|
)
|
|
—
|
|
|
—
|
|
|||
Total provision for income taxes
|
$
|
29,133
|
|
|
$
|
40,529
|
|
|
$
|
23,945
|
|
(In thousands)
|
March 31,
|
||||||
|
2014
|
|
2013
|
||||
Deferred Tax Assets
|
|
|
|
||||
Allowance for doubtful accounts and sales returns
|
$
|
4,082
|
|
|
$
|
2,807
|
|
Inventory capitalization
|
1,301
|
|
|
1,370
|
|
||
Inventory reserves
|
362
|
|
|
525
|
|
||
Net operating loss carryforwards
|
327
|
|
|
411
|
|
||
State income taxes
|
3,728
|
|
|
7,364
|
|
||
Accrued liabilities
|
642
|
|
|
1,896
|
|
||
Stock compensation
|
2,358
|
|
|
2,367
|
|
||
Other
|
702
|
|
|
496
|
|
||
Total deferred tax assets
|
13,502
|
|
|
17,236
|
|
||
|
|
|
|
||||
Deferred Tax Liabilities
|
|
|
|
|
|||
Property and equipment
|
(1,467
|
)
|
|
(1,504
|
)
|
||
Intangible assets
|
(218,696
|
)
|
|
(203,671
|
)
|
||
Total deferred tax liabilities
|
(220,163
|
)
|
|
(205,175
|
)
|
||
|
|
|
|
||||
Net deferred tax liability
|
$
|
(206,661
|
)
|
|
$
|
(187,939
|
)
|
|
Year Ended March 31,
|
|||||||||||||||||||
(In thousands)
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
|
|
|
%
|
|
|
|
|
%
|
|
|
|
|
%
|
|
||||||
Income tax provision at statutory rate
|
$
|
35,612
|
|
|
35.0
|
|
|
$
|
37,112
|
|
|
35.0
|
|
|
$
|
21,405
|
|
|
35.0
|
|
Foreign tax (benefit) provision
|
(918
|
)
|
|
(0.9
|
)
|
|
—
|
|
|
—
|
|
|
191
|
|
|
0.3
|
|
|||
State income taxes, net of federal income tax benefit
|
2,004
|
|
|
2.0
|
|
|
3,413
|
|
|
3.2
|
|
|
2,073
|
|
|
3.4
|
|
|||
Decrease in net deferred tax liability resulting from a change in the effective state tax rate
|
(8,892
|
)
|
|
(8.7
|
)
|
|
(1,741
|
)
|
|
(1.6
|
)
|
|
(1,177
|
)
|
|
(1.9
|
)
|
|||
Nondeductible compensation
|
1,011
|
|
|
1.0
|
|
|
1,684
|
|
|
1.6
|
|
|
1,305
|
|
|
2.1
|
|
|||
Other
|
316
|
|
|
0.3
|
|
|
61
|
|
|
—
|
|
|
148
|
|
|
0.3
|
|
|||
Total provision for income taxes
|
29,133
|
|
|
28.7
|
|
|
40,529
|
|
|
38.2
|
|
|
23,945
|
|
|
39.2
|
|
|
2014
|
|
2013
|
||||
(In thousands)
|
|
|
|
||||
Balance – beginning of year
|
$
|
1,016
|
|
|
292
|
|
|
Additions based on tax positions related to the current year
|
360
|
|
|
831
|
|
||
Reductions based on lapse of statute of limitations
|
(140
|
)
|
|
(107
|
)
|
||
Balance – end of year
|
$
|
1,236
|
|
|
$
|
1,016
|
|
(In thousands)
|
Facilities
|
|
Equipment
|
|
Total
|
||||||
Year Ending March 31,
|
|
|
|
|
|
||||||
2015
|
$
|
1,221
|
|
|
$
|
136
|
|
|
$
|
1,357
|
|
2016
|
994
|
|
|
135
|
|
|
1,129
|
|
|||
2017
|
1,023
|
|
|
68
|
|
|
1,091
|
|
|||
2018
|
1,044
|
|
|
—
|
|
|
1,044
|
|
|||
2019
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
$
|
4,282
|
|
|
$
|
339
|
|
|
$
|
4,621
|
|
(In thousands)
|
|
||
Year Ending March 31,
|
|
||
2015
|
1,105
|
|
|
2016
|
1,074
|
|
|
2017
|
1,044
|
|
|
2018
|
1,013
|
|
|
2019
|
982
|
|
|
Thereafter
|
560
|
|
|
|
$
|
5,778
|
|
|
|
Year Ended March 31, 2014
|
||||||||||
|
|
OTC
Healthcare
|
|
Household
Cleaning
|
|
Consolidated
|
||||||
(In thousands)
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
513,056
|
|
|
$
|
83,898
|
|
|
$
|
596,954
|
|
Other revenues
|
|
791
|
|
|
4,136
|
|
|
4,927
|
|
|||
Total revenues
|
|
513,847
|
|
|
88,034
|
|
|
601,881
|
|
|||
Cost of sales
|
|
197,442
|
|
|
64,388
|
|
|
261,830
|
|
|||
Gross profit
|
|
316,405
|
|
|
23,646
|
|
|
340,051
|
|
|||
Advertising and promotion
|
|
86,578
|
|
|
2,890
|
|
|
89,468
|
|
|||
Contribution margin
|
|
$
|
229,827
|
|
|
$
|
20,756
|
|
|
250,583
|
|
|
Other operating expenses
|
|
|
|
|
|
|
|
61,967
|
|
|||
Operating income
|
|
|
|
|
|
|
|
188,616
|
|
|||
Other expense
|
|
|
|
|
|
|
|
86,868
|
|
|||
Income before income taxes
|
|
|
|
|
|
101,748
|
|
|||||
Provision for income taxes
|
|
|
|
|
|
|
|
29,133
|
|
|||
Net income
|
|
|
|
|
|
$
|
72,615
|
|
|
|
Year Ended March 31, 2013
|
||||||||||
|
|
OTC
Healthcare
|
|
Household
Cleaning
|
|
Consolidated
|
||||||
(In thousands)
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
536,247
|
|
|
$
|
84,147
|
|
|
$
|
620,394
|
|
Other revenues
|
|
684
|
|
|
2,519
|
|
|
3,203
|
|
|||
Total revenues
|
|
536,931
|
|
|
86,666
|
|
|
623,597
|
|
|||
Cost of sales
|
|
211,654
|
|
|
64,727
|
|
|
276,381
|
|
|||
Gross profit
|
|
325,277
|
|
|
21,939
|
|
|
347,216
|
|
|||
Advertising and promotion
|
|
84,537
|
|
|
6,093
|
|
|
90,630
|
|
|||
Contribution margin
|
|
$
|
240,740
|
|
|
$
|
15,846
|
|
|
256,586
|
|
|
Other operating expenses
|
|
|
|
|
|
|
|
64,702
|
|
|||
Operating income
|
|
|
|
|
|
|
|
191,884
|
|
|||
Other expense
|
|
|
|
|
|
|
|
85,850
|
|
|||
Income before income taxes
|
|
|
|
|
|
106,034
|
|
|||||
Provision for income taxes
|
|
|
|
|
|
|
|
40,529
|
|
|||
Net income
|
|
|
|
|
|
|
|
$
|
65,505
|
|
|
|
Year Ended March 31, 2012
|
||||||||||
|
|
OTC
Healthcare
|
|
Household
Cleaning
|
|
Consolidated
|
||||||
(In thousands)
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
344,282
|
|
|
$
|
93,556
|
|
|
$
|
437,838
|
|
Other revenues
|
|
719
|
|
|
2,528
|
|
|
3,247
|
|
|||
Total revenues
|
|
345,001
|
|
|
96,084
|
|
|
441,085
|
|
|||
Cost of sales
|
|
143,151
|
|
|
70,550
|
|
|
213,701
|
|
|||
Gross profit
|
|
201,850
|
|
|
25,534
|
|
|
227,384
|
|
|||
Advertising and promotion
|
|
51,895
|
|
|
5,232
|
|
|
57,127
|
|
|||
Contribution margin
|
|
$
|
149,955
|
|
|
$
|
20,302
|
|
|
170,257
|
|
|
Other operating expenses
|
|
|
|
|
|
|
|
67,434
|
|
|||
Operating income
|
|
|
|
|
|
|
|
102,823
|
|
|||
Other expense
|
|
|
|
|
|
|
|
41,666
|
|
|||
Income before income taxes
|
|
|
|
|
|
61,157
|
|
|||||
Provision for income taxes
|
|
|
|
|
|
|
|
23,945
|
|
|||
Net income
|
|
|
|
|
|
|
|
$
|
37,212
|
|
|
|
Year Ended March 31,
|
||||||||
(In thousands)
|
|
2014
|
|
2013
|
|
2012
|
|
|||
Analgesics
|
|
$
|
110,604
|
|
$
|
108,144
|
|
$
|
18,930
|
|
Cough & Cold
|
|
115,241
|
|
126,974
|
|
116,669
|
|
|||
Gastrointestinal
|
|
83,971
|
|
97,940
|
|
29,489
|
|
|||
Eye & Ear Care
|
|
86,390
|
|
86,380
|
|
74,363
|
|
|||
Dermatologicals
|
|
52,363
|
|
52,401
|
|
52,592
|
|
|||
Oral Care
|
|
48,774
|
|
49,617
|
|
46,551
|
|
|||
Other OTC
|
|
16,504
|
|
15,475
|
|
6,407
|
|
|||
Total OTC Healthcare Segment
|
|
513,847
|
|
536,931
|
|
345,001
|
|
|||
Household Cleaning Segment
|
|
88,034
|
|
86,666
|
|
96,084
|
|
|||
Consolidated Net Revenues
|
|
$
|
601,881
|
|
$
|
623,597
|
|
$
|
441,085
|
|
(In thousands)
|
|
OTC Healthcare
|
|
Household Cleaning
|
|
Consolidated
|
||||||
Goodwill
|
|
$
|
183,522
|
|
|
$
|
7,389
|
|
|
$
|
190,911
|
|
|
|
|
|
|
|
|
||||||
Intangible assets
|
|
|
|
|
|
|
||||||
Indefinite-lived
|
|
1,154,058
|
|
|
119,820
|
|
|
1,273,878
|
|
|||
Finite-lived
|
|
94,772
|
|
|
26,167
|
|
|
120,939
|
|
|||
|
|
1,248,830
|
|
|
145,987
|
|
|
1,394,817
|
|
|||
|
|
|
|
|
|
|
||||||
|
|
$
|
1,432,352
|
|
|
$
|
153,376
|
|
|
$
|
1,585,728
|
|
|
|
Quarterly Period Ended
|
||||||||||||||
(In thousands, except for per share data)
|
|
June 30,
2013
|
|
September 30,
2013
|
|
December 31,
2013
|
|
March 31,
2014
|
||||||||
Total revenues
|
|
$
|
142,971
|
|
|
$
|
168,442
|
|
|
$
|
146,212
|
|
|
$
|
144,256
|
|
Cost of sales (exclusive of depreciation shown below)
|
|
59,488
|
|
|
73,723
|
|
|
64,403
|
|
|
64,216
|
|
||||
Gross profit
|
|
83,483
|
|
|
94,719
|
|
|
81,809
|
|
|
80,040
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Advertising and promotion
|
|
19,140
|
|
|
26,044
|
|
|
25,570
|
|
|
18,714
|
|
||||
General and administrative
|
|
11,634
|
|
|
11,619
|
|
|
12,137
|
|
|
13,091
|
|
||||
Depreciation and amortization
|
|
3,268
|
|
|
3,294
|
|
|
3,644
|
|
|
3,280
|
|
||||
|
|
34,042
|
|
|
40,957
|
|
|
41,351
|
|
|
35,085
|
|
||||
Operating income
|
|
49,441
|
|
|
53,762
|
|
|
40,458
|
|
|
44,955
|
|
||||
Net interest expense
|
|
15,905
|
|
|
16,439
|
|
|
21,260
|
|
|
14,978
|
|
||||
Loss on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
15,012
|
|
|
3,274
|
|
||||
Income before income taxes
|
|
33,536
|
|
|
37,323
|
|
|
4,186
|
|
|
26,703
|
|
||||
Provision for income taxes
|
|
12,844
|
|
|
4,531
|
|
|
1,056
|
|
|
10,702
|
|
||||
Net income
|
|
20,692
|
|
|
32,792
|
|
|
3,130
|
|
|
16,001
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.40
|
|
|
$
|
0.64
|
|
|
$
|
0.06
|
|
|
$
|
0.31
|
|
Diluted
|
|
$
|
0.40
|
|
|
$
|
0.63
|
|
|
$
|
0.06
|
|
|
$
|
0.30
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
51,222
|
|
|
51,463
|
|
|
51,806
|
|
|
51,893
|
|
||||
Diluted
|
|
52,040
|
|
|
52,219
|
|
|
52,445
|
|
|
52,513
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
||||||||
Currency translation adjustments
|
|
1
|
|
|
1,122
|
|
|
(2,694
|
)
|
|
2,414
|
|
||||
Total other comprehensive income (loss)
|
|
1
|
|
|
1,122
|
|
|
(2,694
|
)
|
|
2,414
|
|
||||
Comprehensive income
|
|
$
|
20,693
|
|
|
$
|
33,914
|
|
|
$
|
436
|
|
|
$
|
18,415
|
|
|
||||||||||||||||
|
|
Quarterly Period Ended
|
||||||||||||||
(In thousands, except for per share data)
|
|
June 30,
2012
|
|
September 30,
2012
|
|
December 31,
2012
|
|
March 31,
2013
|
||||||||
Total revenues
|
|
$
|
146,997
|
|
|
$
|
161,855
|
|
|
$
|
160,232
|
|
|
$
|
154,513
|
|
Cost of sales (exclusive of depreciation shown below)
|
|
63,393
|
|
|
71,310
|
|
|
75,235
|
|
|
66,443
|
|
||||
Gross profit
|
|
83,604
|
|
|
90,545
|
|
|
84,997
|
|
|
88,070
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Advertising and promotion
|
|
20,325
|
|
|
23,508
|
|
|
23,538
|
|
|
23,259
|
|
||||
General and administrative
|
|
16,151
|
|
|
12,585
|
|
|
11,378
|
|
|
11,353
|
|
||||
Depreciation and amortization
|
|
3,295
|
|
|
3,296
|
|
|
3,359
|
|
|
3,285
|
|
||||
|
|
39,771
|
|
|
39,389
|
|
|
38,275
|
|
|
37,897
|
|
||||
Operating income
|
|
43,833
|
|
|
51,156
|
|
|
46,722
|
|
|
50,173
|
|
||||
Net interest expense
|
|
19,848
|
|
|
19,660
|
|
|
26,661
|
|
|
18,238
|
|
||||
Loss on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,443
|
|
||||
Income before income taxes
|
|
23,985
|
|
|
31,496
|
|
|
20,061
|
|
|
30,492
|
|
||||
Provision for income taxes
|
|
9,330
|
|
|
12,252
|
|
|
7,804
|
|
|
11,143
|
|
||||
Net income (loss)
|
|
14,655
|
|
|
19,244
|
|
|
12,257
|
|
|
19,349
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.29
|
|
|
$
|
0.38
|
|
|
$
|
0.24
|
|
|
$
|
0.38
|
|
Diluted
|
|
$
|
0.29
|
|
|
$
|
0.38
|
|
|
$
|
0.24
|
|
|
$
|
0.37
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
50,342
|
|
|
50,364
|
|
|
50,686
|
|
|
51,147
|
|
||||
Diluted
|
|
51,106
|
|
|
51,225
|
|
|
51,523
|
|
|
51,913
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
||||||||
Currency translation adjustments
|
|
(42
|
)
|
|
66
|
|
|
(1
|
)
|
|
(114
|
)
|
||||
Total other comprehensive income (loss)
|
|
(42
|
)
|
|
66
|
|
|
(1
|
)
|
|
(114
|
)
|
||||
Comprehensive income
|
|
$
|
14,613
|
|
|
$
|
19,310
|
|
|
$
|
12,256
|
|
|
$
|
19,235
|
|
(In thousands)
|
|
Prestige
Brands
Holdings,
Inc.
|
|
Prestige
Brands,
Inc.,
the issuer
|
|
Combined
Subsidiary
Guarantors
|
|
Combined
Non-
guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
|
$
|
—
|
|
|
$
|
98,278
|
|
|
$
|
478,069
|
|
|
$
|
23,286
|
|
|
$
|
(2,679
|
)
|
|
$
|
596,954
|
|
Other revenues
|
|
—
|
|
|
295
|
|
|
4,886
|
|
|
1,639
|
|
|
(1,893
|
)
|
|
4,927
|
|
||||||
Total Revenues
|
|
—
|
|
|
98,573
|
|
|
482,955
|
|
|
24,925
|
|
|
(4,572
|
)
|
|
601,881
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of sales (exclusive of depreciation shown below)
|
|
—
|
|
|
37,272
|
|
|
218,692
|
|
|
9,428
|
|
|
(3,562
|
)
|
|
261,830
|
|
||||||
Gross profit
|
|
—
|
|
|
61,301
|
|
|
264,263
|
|
|
15,497
|
|
|
(1,010
|
)
|
|
340,051
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Advertising and promotion
|
|
—
|
|
|
10,992
|
|
|
73,314
|
|
|
5,162
|
|
|
—
|
|
|
89,468
|
|
||||||
General and administrative
|
|
3,140
|
|
|
8,026
|
|
|
34,469
|
|
|
2,846
|
|
|
—
|
|
|
48,481
|
|
||||||
Depreciation and amortization
|
|
2,994
|
|
|
577
|
|
|
9,715
|
|
|
200
|
|
|
—
|
|
|
13,486
|
|
||||||
Total operating expenses
|
|
6,134
|
|
|
19,595
|
|
|
117,498
|
|
|
8,208
|
|
|
—
|
|
|
151,435
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating income (loss)
|
|
(6,134
|
)
|
|
41,706
|
|
|
146,765
|
|
|
7,289
|
|
|
(1,010
|
)
|
|
188,616
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other (income) expense
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income
|
|
(48,730
|
)
|
|
(57,446
|
)
|
|
(2,327
|
)
|
|
(382
|
)
|
|
108,825
|
|
|
(60
|
)
|
||||||
Interest expense
|
|
34,436
|
|
|
68,642
|
|
|
72,064
|
|
|
2,325
|
|
|
(108,825
|
)
|
|
68,642
|
|
||||||
Loss on extinguishment of debt
|
|
—
|
|
|
18,286
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,286
|
|
||||||
Equity in income of subsidiaries
|
|
(66,739
|
)
|
|
(53,836
|
)
|
|
(4,052
|
)
|
|
—
|
|
|
124,627
|
|
|
—
|
|
||||||
Total other expense (income)
|
|
(81,033
|
)
|
|
(24,354
|
)
|
|
65,685
|
|
|
1,943
|
|
|
124,627
|
|
|
86,868
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) before income taxes
|
|
74,899
|
|
|
66,060
|
|
|
81,080
|
|
|
5,346
|
|
|
(125,637
|
)
|
|
101,748
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Provision for income taxes
|
|
2,284
|
|
|
3,500
|
|
|
22,055
|
|
|
1,294
|
|
|
—
|
|
|
29,133
|
|
||||||
Net income (loss)
|
|
72,615
|
|
|
62,560
|
|
|
59,025
|
|
|
4,052
|
|
|
(125,637
|
)
|
|
72,615
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Currency translation adjustments
|
|
843
|
|
|
843
|
|
|
843
|
|
|
843
|
|
|
(2,529
|
)
|
|
843
|
|
||||||
Total other comprehensive income (loss)
|
|
843
|
|
|
843
|
|
|
843
|
|
|
843
|
|
|
(2,529
|
)
|
|
843
|
|
||||||
Comprehensive income (loss)
|
|
$
|
73,458
|
|
|
$
|
63,403
|
|
|
$
|
59,868
|
|
|
$
|
4,895
|
|
|
$
|
(128,166
|
)
|
|
$
|
73,458
|
|
(In thousands)
|
|
Prestige
Brands
Holdings,
Inc.
|
|
Prestige
Brands,
Inc.,
the issuer
|
|
Combined
Subsidiary
Guarantors
|
|
Combined
Non-
guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
|
$
|
—
|
|
|
$
|
102,706
|
|
|
$
|
513,017
|
|
|
$
|
4,671
|
|
|
$
|
—
|
|
|
$
|
620,394
|
|
Other revenues
|
|
—
|
|
|
278
|
|
|
3,158
|
|
|
1,517
|
|
|
(1,750
|
)
|
|
3,203
|
|
||||||
Total Revenues
|
|
—
|
|
|
102,984
|
|
|
516,175
|
|
|
6,188
|
|
|
(1,750
|
)
|
|
623,597
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of sales (exclusive of depreciation shown below)
|
|
—
|
|
|
39,333
|
|
|
236,795
|
|
|
2,003
|
|
|
(1,750
|
)
|
|
276,381
|
|
||||||
Gross profit
|
|
—
|
|
|
63,651
|
|
|
279,380
|
|
|
4,185
|
|
|
—
|
|
|
347,216
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Advertising and promotion
|
|
—
|
|
|
12,605
|
|
|
76,599
|
|
|
1,426
|
|
|
—
|
|
|
90,630
|
|
||||||
General and administrative
|
|
5,127
|
|
|
6,917
|
|
|
38,713
|
|
|
710
|
|
|
—
|
|
|
51,467
|
|
||||||
Depreciation and amortization
|
|
1,346
|
|
|
569
|
|
|
11,261
|
|
|
59
|
|
|
—
|
|
|
13,235
|
|
||||||
Total operating expenses
|
|
6,473
|
|
|
20,091
|
|
|
126,573
|
|
|
2,195
|
|
|
—
|
|
|
155,332
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating income (loss)
|
|
(6,473
|
)
|
|
43,560
|
|
|
152,807
|
|
|
1,990
|
|
|
—
|
|
|
191,884
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other (income) expense
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income
|
|
(30,561
|
)
|
|
(57,496
|
)
|
|
—
|
|
|
(1
|
)
|
|
88,045
|
|
|
(13
|
)
|
||||||
Interest expense
|
|
34,671
|
|
|
84,420
|
|
|
53,374
|
|
|
—
|
|
|
(88,045
|
)
|
|
84,420
|
|
||||||
Loss on extinguishment of debt
|
|
—
|
|
|
1,443
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,443
|
|
||||||
Equity in income of subsidiaries
|
|
(72,295
|
)
|
|
(65,784
|
)
|
|
(1,482
|
)
|
|
—
|
|
|
139,561
|
|
|
—
|
|
||||||
Total other expense (income)
|
|
(68,185
|
)
|
|
(37,417
|
)
|
|
51,892
|
|
|
(1
|
)
|
|
139,561
|
|
|
85,850
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) before income taxes
|
|
61,712
|
|
|
80,977
|
|
|
100,915
|
|
|
1,991
|
|
|
(139,561
|
)
|
|
106,034
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Provision (benefit) for income taxes
|
|
(3,793
|
)
|
|
5,807
|
|
|
38,006
|
|
|
509
|
|
|
—
|
|
|
40,529
|
|
||||||
Net income (loss)
|
|
65,505
|
|
|
75,170
|
|
|
62,909
|
|
|
1,482
|
|
|
(139,561
|
)
|
|
65,505
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Currency translation adjustments
|
|
(91
|
)
|
|
—
|
|
|
—
|
|
|
(91
|
)
|
|
91
|
|
|
(91
|
)
|
||||||
Total other comprehensive (loss) income
|
|
(91
|
)
|
|
—
|
|
|
—
|
|
|
(91
|
)
|
|
91
|
|
|
(91
|
)
|
||||||
Comprehensive income (loss)
|
|
$
|
65,414
|
|
|
$
|
75,170
|
|
|
$
|
62,909
|
|
|
$
|
1,391
|
|
|
$
|
(139,470
|
)
|
|
$
|
65,414
|
|
(In thousands)
|
|
Prestige
Brands
Holdings,
Inc.
|
|
Prestige
Brands,
Inc.,
the issuer
|
|
Combined
Subsidiary
Guarantors
|
|
Combined
Non-
guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
|
$
|
—
|
|
|
$
|
100,542
|
|
|
$
|
333,407
|
|
|
$
|
3,889
|
|
|
$
|
—
|
|
|
$
|
437,838
|
|
Other revenues
|
|
—
|
|
|
229
|
|
|
3,212
|
|
|
1,475
|
|
|
(1,669
|
)
|
|
3,247
|
|
||||||
Total Revenues
|
|
—
|
|
|
100,771
|
|
|
336,619
|
|
|
5,364
|
|
|
(1,669
|
)
|
|
441,085
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of sales (exclusive of depreciation shown below)
|
|
—
|
|
|
36,658
|
|
|
177,112
|
|
|
1,600
|
|
|
(1,669
|
)
|
|
213,701
|
|
||||||
Gross profit
|
|
—
|
|
|
64,113
|
|
|
159,507
|
|
|
3,764
|
|
|
—
|
|
|
227,384
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Advertising and promotion
|
|
—
|
|
|
11,918
|
|
|
43,906
|
|
|
1,303
|
|
|
—
|
|
|
57,127
|
|
||||||
General and administrative
|
|
17,181
|
|
|
10,059
|
|
|
28,698
|
|
|
762
|
|
|
—
|
|
|
56,700
|
|
||||||
Depreciation and amortization
|
|
538
|
|
|
570
|
|
|
9,556
|
|
|
70
|
|
|
—
|
|
|
10,734
|
|
||||||
Total operating expenses
|
|
17,719
|
|
|
22,547
|
|
|
82,160
|
|
|
2,135
|
|
|
—
|
|
|
124,561
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating (loss) income
|
|
(17,719
|
)
|
|
41,566
|
|
|
77,347
|
|
|
1,629
|
|
|
—
|
|
|
102,823
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other (income) expense
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income
|
|
(50,357
|
)
|
|
(44,269
|
)
|
|
—
|
|
|
(221
|
)
|
|
94,829
|
|
|
(18
|
)
|
||||||
Interest expense
|
|
35,004
|
|
|
76,341
|
|
|
24,822
|
|
|
—
|
|
|
(94,829
|
)
|
|
41,338
|
|
||||||
Gain on settlement
|
|
(5,063
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,063
|
)
|
||||||
Loss on extinguishment of debt
|
|
—
|
|
|
5,409
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,409
|
|
||||||
Equity in income of subsidiaries
|
|
(35,571
|
)
|
|
(37,192
|
)
|
|
(1,313
|
)
|
|
—
|
|
|
74,076
|
|
|
—
|
|
||||||
Total other expense (income)
|
|
(55,987
|
)
|
|
289
|
|
|
23,509
|
|
|
(221
|
)
|
|
74,076
|
|
|
41,666
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) before income taxes
|
|
38,268
|
|
|
41,277
|
|
|
53,838
|
|
|
1,850
|
|
|
(74,076
|
)
|
|
61,157
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Provision for income taxes
|
|
1,056
|
|
|
1,599
|
|
|
20,565
|
|
|
725
|
|
|
—
|
|
|
23,945
|
|
||||||
Net income (loss)
|
|
37,212
|
|
|
39,678
|
|
|
33,273
|
|
|
1,125
|
|
|
(74,076
|
)
|
|
37,212
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Currency translation adjustments
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
13
|
|
|
(13
|
)
|
|
(13
|
)
|
||||||
Total other comprehensive (loss) income
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
13
|
|
|
(13
|
)
|
|
(13
|
)
|
||||||
Comprehensive income
|
|
$
|
37,199
|
|
|
$
|
39,678
|
|
|
$
|
33,273
|
|
|
$
|
1,138
|
|
|
$
|
(74,089
|
)
|
|
$
|
37,199
|
|
(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
|
|
$
|
24,644
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,687
|
|
|
$
|
—
|
|
|
$
|
28,331
|
|
Accounts receivable, net
|
|
473
|
|
|
14,245
|
|
|
45,885
|
|
|
4,447
|
|
|
—
|
|
|
65,050
|
|
||||||
Inventories
|
|
—
|
|
|
14,357
|
|
|
46,309
|
|
|
5,930
|
|
|
(1,010
|
)
|
|
65,586
|
|
||||||
Deferred income tax assets
|
|
260
|
|
|
925
|
|
|
4,914
|
|
|
445
|
|
|
—
|
|
|
6,544
|
|
||||||
Prepaid expenses and other current assets
|
|
8,004
|
|
|
113
|
|
|
2,898
|
|
|
659
|
|
|
—
|
|
|
11,674
|
|
||||||
Total current assets
|
|
33,381
|
|
|
29,640
|
|
|
100,006
|
|
|
15,168
|
|
|
(1,010
|
)
|
|
177,185
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment, net
|
|
8,966
|
|
|
112
|
|
|
226
|
|
|
293
|
|
|
—
|
|
|
9,597
|
|
||||||
Goodwill
|
|
—
|
|
|
66,007
|
|
|
101,540
|
|
|
23,364
|
|
|
—
|
|
|
190,911
|
|
||||||
Intangible assets, net
|
|
—
|
|
|
192,861
|
|
|
1,169,943
|
|
|
32,013
|
|
|
—
|
|
|
1,394,817
|
|
||||||
Other long-term assets
|
|
—
|
|
|
23,153
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,153
|
|
||||||
Intercompany receivable
|
|
655,146
|
|
|
1,824,482
|
|
|
656,759
|
|
|
13,595
|
|
|
(3,149,982
|
)
|
|
—
|
|
||||||
Investment in subsidiary
|
|
1,497,357
|
|
|
749,947
|
|
|
34,562
|
|
|
—
|
|
|
(2,281,866
|
)
|
|
—
|
|
||||||
Total Assets
|
|
$
|
2,194,850
|
|
|
$
|
2,886,202
|
|
|
$
|
2,063,036
|
|
|
$
|
84,433
|
|
|
$
|
(5,432,858
|
)
|
|
$
|
1,795,663
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
|
$
|
4,416
|
|
|
$
|
7,658
|
|
|
$
|
33,553
|
|
|
$
|
2,659
|
|
|
$
|
—
|
|
|
$
|
48,286
|
|
Accrued interest payable
|
|
—
|
|
|
9,626
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,626
|
|
||||||
Other accrued liabilities
|
|
7,728
|
|
|
2,117
|
|
|
13,443
|
|
|
3,158
|
|
|
—
|
|
|
26,446
|
|
||||||
Total current liabilities
|
|
12,144
|
|
|
19,401
|
|
|
46,996
|
|
|
5,817
|
|
|
—
|
|
|
84,358
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Principal amount
|
|
—
|
|
|
937,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
937,500
|
|
||||||
Less unamortized discount
|
|
—
|
|
|
(3,086
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,086
|
)
|
||||||
Long-term debt, net of unamortized discount
|
|
—
|
|
|
934,414
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
934,414
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deferred income tax liabilities
|
|
—
|
|
|
56,827
|
|
|
156,327
|
|
|
50
|
|
|
—
|
|
|
213,204
|
|
||||||
Other long-term liabilities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
327
|
|
|
—
|
|
|
327
|
|
||||||
Intercompany payable
|
|
1,619,346
|
|
|
451,497
|
|
|
1,037,105
|
|
|
42,034
|
|
|
(3,149,982
|
)
|
|
—
|
|
||||||
Total Liabilities
|
|
1,631,490
|
|
|
1,462,139
|
|
|
1,240,428
|
|
|
48,228
|
|
|
(3,149,982
|
)
|
|
1,232,303
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Common Stock
|
|
520
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
520
|
|
||||||
Additional paid-in capital
|
|
414,387
|
|
|
1,280,945
|
|
|
681,503
|
|
|
23,815
|
|
|
(1,986,263
|
)
|
|
414,387
|
|
||||||
Treasury stock, at cost - 206 shares
|
|
(1,431
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,431
|
)
|
||||||
Accumulated other comprehensive income (loss), net of tax
|
|
739
|
|
|
739
|
|
|
739
|
|
|
739
|
|
|
(2,217
|
)
|
|
739
|
|
||||||
Retained earnings (accumulated deficit)
|
|
149,145
|
|
|
142,379
|
|
|
140,366
|
|
|
11,651
|
|
|
(294,396
|
)
|
|
149,145
|
|
||||||
Total Stockholders' Equity
|
|
563,360
|
|
|
1,424,063
|
|
|
822,608
|
|
|
36,205
|
|
|
(2,282,876
|
)
|
|
563,360
|
|
||||||
Total Liabilities and Stockholders' Equity
|
|
$
|
2,194,850
|
|
|
$
|
2,886,202
|
|
|
$
|
2,063,036
|
|
|
$
|
84,433
|
|
|
$
|
(5,432,858
|
)
|
|
$
|
1,795,663
|
|
(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
|
|
$
|
14,720
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
950
|
|
|
$
|
—
|
|
|
$
|
15,670
|
|
Accounts receivable, net
|
|
21
|
|
|
13,875
|
|
|
58,345
|
|
|
812
|
|
|
—
|
|
|
73,053
|
|
||||||
Inventories
|
|
—
|
|
|
11,164
|
|
|
48,474
|
|
|
563
|
|
|
—
|
|
|
60,201
|
|
||||||
Deferred income tax assets
|
|
218
|
|
|
855
|
|
|
5,276
|
|
|
—
|
|
|
—
|
|
|
6,349
|
|
||||||
Prepaid expenses and other current assets
|
|
4,942
|
|
|
93
|
|
|
3,609
|
|
|
256
|
|
|
—
|
|
|
8,900
|
|
||||||
Total current assets
|
|
19,901
|
|
|
25,987
|
|
|
115,704
|
|
|
2,581
|
|
|
—
|
|
|
164,173
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment, net
|
|
9,609
|
|
|
34
|
|
|
253
|
|
|
—
|
|
|
—
|
|
|
9,896
|
|
||||||
Goodwill
|
|
—
|
|
|
66,007
|
|
|
101,539
|
|
|
—
|
|
|
—
|
|
|
167,546
|
|
||||||
Intangible assets, net
|
|
—
|
|
|
193,396
|
|
|
1,179,524
|
|
|
320
|
|
|
—
|
|
|
1,373,240
|
|
||||||
Other long-term assets
|
|
—
|
|
|
24,944
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,944
|
|
||||||
Intercompany receivable
|
|
653,049
|
|
|
1,911,573
|
|
|
415,587
|
|
|
7,316
|
|
|
(2,987,525
|
)
|
|
—
|
|
||||||
Investment in subsidiary
|
|
1,429,775
|
|
|
638,611
|
|
|
7,067
|
|
|
—
|
|
|
(2,075,453
|
)
|
|
—
|
|
||||||
Total Assets
|
|
$
|
2,112,334
|
|
|
$
|
2,860,552
|
|
|
$
|
1,819,674
|
|
|
$
|
10,217
|
|
|
$
|
(5,062,978
|
)
|
|
$
|
1,739,799
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
|
$
|
2,601
|
|
|
$
|
10,600
|
|
|
$
|
37,695
|
|
|
$
|
480
|
|
|
$
|
—
|
|
|
$
|
51,376
|
|
Accrued interest payable
|
|
—
|
|
|
13,894
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,894
|
|
||||||
Other accrued liabilities
|
|
12,694
|
|
|
1,684
|
|
|
16,107
|
|
|
913
|
|
|
—
|
|
|
31,398
|
|
||||||
Total current liabilities
|
|
15,295
|
|
|
26,178
|
|
|
53,802
|
|
|
1,393
|
|
|
—
|
|
|
96,668
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Principal amount
|
|
—
|
|
|
978,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
978,000
|
|
||||||
Less unamortized discount
|
|
—
|
|
|
(7,100
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,100
|
)
|
||||||
Long-term debt, net of unamortized discount
|
|
—
|
|
|
970,900
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
970,900
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deferred income tax liabilities
|
|
—
|
|
|
55,291
|
|
|
138,924
|
|
|
73
|
|
|
—
|
|
|
194,288
|
|
||||||
Intercompany payable
|
|
1,619,096
|
|
|
447,419
|
|
|
920,865
|
|
|
145
|
|
|
(2,987,525
|
)
|
|
—
|
|
||||||
Total Liabilities
|
|
1,634,391
|
|
|
1,499,788
|
|
|
1,113,591
|
|
|
1,611
|
|
|
(2,987,525
|
)
|
|
1,261,856
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Preferred share rights
|
|
283
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
283
|
|
||||||
Common Stock
|
|
513
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
513
|
|
||||||
Additional paid-in capital
|
|
401,691
|
|
|
1,280,945
|
|
|
624,742
|
|
|
1,111
|
|
|
(1,906,798
|
)
|
|
401,691
|
|
||||||
Treasury stock, at cost - 181 shares
|
|
(687
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(687
|
)
|
||||||
Accumulated other comprehensive (loss) income, net of tax
|
|
(104
|
)
|
|
—
|
|
|
—
|
|
|
(104
|
)
|
|
104
|
|
|
(104
|
)
|
||||||
Retained earnings (accumulated deficit)
|
|
76,247
|
|
|
79,819
|
|
|
81,341
|
|
|
7,599
|
|
|
(168,759
|
)
|
|
76,247
|
|
||||||
Total Stockholders' Equity
|
|
477,943
|
|
|
1,360,764
|
|
|
706,083
|
|
|
8,606
|
|
|
(2,075,453
|
)
|
|
477,943
|
|
||||||
Total Liabilities and Stockholders’ Equity
|
|
$
|
2,112,334
|
|
|
$
|
2,860,552
|
|
|
$
|
1,819,674
|
|
|
$
|
10,217
|
|
|
$
|
(5,062,978
|
)
|
|
$
|
1,739,799
|
|
(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)
|
|
$
|
72,615
|
|
|
$
|
62,560
|
|
|
$
|
59,025
|
|
|
$
|
4,052
|
|
|
$
|
(125,637
|
)
|
|
$
|
72,615
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation and amortization
|
|
2,994
|
|
|
577
|
|
|
9,715
|
|
|
200
|
|
|
—
|
|
|
13,486
|
|
||||||
Deferred income taxes
|
|
(42
|
)
|
|
1,466
|
|
|
17,765
|
|
|
(177
|
)
|
|
—
|
|
|
19,012
|
|
||||||
Amortization of deferred financing costs
|
|
—
|
|
|
7,102
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,102
|
|
||||||
Stock-based compensation costs
|
|
5,146
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,146
|
|
||||||
Loss on extinguishment of debt
|
|
—
|
|
|
18,286
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,286
|
|
||||||
Premium payment of 2010 Senior notes
|
|
—
|
|
|
(15,527
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,527
|
)
|
||||||
Amortization of debt discount
|
|
—
|
|
|
3,410
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,410
|
|
||||||
Gain on disposal of equipment
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
||||||
Equity in income of subsidiaries
|
|
(66,739
|
)
|
|
(53,836
|
)
|
|
(4,052
|
)
|
|
—
|
|
|
124,627
|
|
|
—
|
|
||||||
Changes in operating assets and liabilities, net of effects from acquisitions
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts receivable
|
|
(452
|
)
|
|
(370
|
)
|
|
12,460
|
|
|
(1,903
|
)
|
|
—
|
|
|
9,735
|
|
||||||
Inventories
|
|
—
|
|
|
(3,193
|
)
|
|
2,165
|
|
|
(2,832
|
)
|
|
1,010
|
|
|
(2,850
|
)
|
||||||
Prepaid expenses and other current assets
|
|
(3,062
|
)
|
|
(20
|
)
|
|
711
|
|
|
241
|
|
|
—
|
|
|
(2,130
|
)
|
||||||
Accounts payable
|
|
1,815
|
|
|
(2,942
|
)
|
|
(4,142
|
)
|
|
628
|
|
|
—
|
|
|
(4,641
|
)
|
||||||
Accrued liabilities
|
|
(4,966
|
)
|
|
(3,835
|
)
|
|
(2,664
|
)
|
|
(594
|
)
|
|
—
|
|
|
(12,059
|
)
|
||||||
Net cash provided by (used in) operating activities
|
|
7,309
|
|
|
13,678
|
|
|
90,980
|
|
|
(385
|
)
|
|
—
|
|
|
111,582
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property and equipment
|
|
(2,351
|
)
|
|
(119
|
)
|
|
(108
|
)
|
|
(186
|
)
|
|
—
|
|
|
(2,764
|
)
|
||||||
Proceeds from the sale of property and equipment
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||||
Acquisition of Care Pharmaceuticals, less cash acquired
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(55,215
|
)
|
|
—
|
|
|
(55,215
|
)
|
||||||
Intercompany activity, net
|
|
—
|
|
|
(55,215
|
)
|
|
—
|
|
|
55,215
|
|
|
—
|
|
|
—
|
|
||||||
Net cash (used in) provided by investing activities
|
|
(2,351
|
)
|
|
(55,334
|
)
|
|
(105
|
)
|
|
(186
|
)
|
|
—
|
|
|
(57,976
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from issuance of 2013 Senior notes
|
|
—
|
|
|
400,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
400,000
|
|
||||||
Payment of 2010 Senior Notes
|
|
—
|
|
|
(250,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(250,000
|
)
|
||||||
Repayment of 2012 Term Loan
|
|
—
|
|
|
(157,500
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(157,500
|
)
|
||||||
Payment of deferred financing costs
|
|
—
|
|
|
(7,466
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,466
|
)
|
||||||
Repayments under revolving credit facility
|
|
—
|
|
|
(83,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(83,000
|
)
|
||||||
Borrowings under revolving credit facility
|
|
—
|
|
|
50,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50,000
|
|
||||||
Proceeds from exercise of stock options
|
|
5,907
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,907
|
|
||||||
Excess tax benefits from share-based awards
|
|
1,650
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,650
|
|
||||||
Fair value of shares surrendered as payment of tax withholding
|
|
(744
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(744
|
)
|
||||||
Intercompany activity, net
|
|
(1,847
|
)
|
|
89,622
|
|
|
(90,875
|
)
|
|
3,100
|
|
|
—
|
|
|
—
|
|
||||||
Net cash (used in) provided by financing activities
|
|
4,966
|
|
|
41,656
|
|
|
(90,875
|
)
|
|
3,100
|
|
|
—
|
|
|
(41,153
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Effects of exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
—
|
|
|
208
|
|
|
—
|
|
|
208
|
|
||||||
Increase in cash and cash equivalents
|
|
9,924
|
|
|
—
|
|
|
—
|
|
|
2,737
|
|
|
—
|
|
|
12,661
|
|
||||||
Cash and cash equivalents - beginning of year
|
|
14,720
|
|
|
—
|
|
|
—
|
|
|
950
|
|
|
—
|
|
|
15,670
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents - end of year
|
|
$
|
24,644
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,687
|
|
|
$
|
—
|
|
|
$
|
28,331
|
|
(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)
|
|
$
|
65,505
|
|
|
$
|
75,170
|
|
|
$
|
62,909
|
|
|
$
|
1,482
|
|
|
$
|
(139,561
|
)
|
|
$
|
65,505
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation and amortization
|
|
1,346
|
|
|
569
|
|
|
11,261
|
|
|
59
|
|
|
—
|
|
|
13,235
|
|
||||||
Deferred income taxes
|
|
138
|
|
|
4,341
|
|
|
21,036
|
|
|
(10
|
)
|
|
—
|
|
|
25,505
|
|
||||||
Amortization of deferred financing costs
|
|
—
|
|
|
9,832
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,832
|
|
||||||
Stock-based compensation costs
|
|
3,772
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,772
|
|
||||||
Loss on extinguishment of debt
|
|
—
|
|
|
1,443
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,443
|
|
||||||
Amortization of debt discount
|
|
—
|
|
|
4,632
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,632
|
|
||||||
Lease termination costs
|
|
975
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
975
|
|
||||||
Loss on disposal of equipment
|
|
82
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
103
|
|
||||||
Equity in income of subsidiaries
|
|
(72,295
|
)
|
|
(65,784
|
)
|
|
(1,482
|
)
|
|
—
|
|
|
139,561
|
|
|
—
|
|
||||||
Changes in operating assets and liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts receivable
|
|
4
|
|
|
(373
|
)
|
|
(12,391
|
)
|
|
(122
|
)
|
|
—
|
|
|
(12,882
|
)
|
||||||
Inventories
|
|
—
|
|
|
(3,066
|
)
|
|
(6,360
|
)
|
|
84
|
|
|
—
|
|
|
(9,342
|
)
|
||||||
Prepaid expenses and other current assets
|
|
3,160
|
|
|
(37
|
)
|
|
(135
|
)
|
|
108
|
|
|
—
|
|
|
3,096
|
|
||||||
Accounts payable
|
|
(1,930
|
)
|
|
5,784
|
|
|
20,687
|
|
|
136
|
|
|
—
|
|
|
24,677
|
|
||||||
Accrued liabilities
|
|
(39
|
)
|
|
2
|
|
|
7,069
|
|
|
22
|
|
|
—
|
|
|
7,054
|
|
||||||
Net cash provided by operating activities
|
|
718
|
|
|
32,513
|
|
|
102,615
|
|
|
1,759
|
|
|
—
|
|
|
137,605
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property and equipment
|
|
(10,268
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,268
|
)
|
||||||
Proceeds from the sale of property and equipment
|
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
||||||
Proceeds from the sale of the Phazyme brand
|
|
—
|
|
|
—
|
|
|
21,700
|
|
|
—
|
|
|
—
|
|
|
21,700
|
|
||||||
Acquisition of brands from GSK purchase price adjustments
|
|
—
|
|
|
—
|
|
|
(226
|
)
|
|
—
|
|
|
—
|
|
|
(226
|
)
|
||||||
Intercompany activity, net
|
|
(226
|
)
|
|
—
|
|
|
226
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net cash provided by (used in) investing activities
|
|
(10,494
|
)
|
|
—
|
|
|
21,715
|
|
|
—
|
|
|
—
|
|
|
11,221
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Repayments of long-term debt
|
|
—
|
|
|
(190,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(190,000
|
)
|
||||||
Repayments under revolving credit agreement
|
|
—
|
|
|
(15,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,000
|
)
|
||||||
Borrowings under revolving credit agreement
|
|
—
|
|
|
48,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48,000
|
|
||||||
Payment of deferred financing costs
|
|
—
|
|
|
(1,146
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,146
|
)
|
||||||
Proceeds from exercise of stock options
|
|
6,029
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,029
|
|
||||||
Intercompany activity, net
|
|
246
|
|
|
125,633
|
|
|
(124,330
|
)
|
|
(1,549
|
)
|
|
—
|
|
|
—
|
|
||||||
Net cash (used in) provided by financing activities
|
|
6,275
|
|
|
(32,513
|
)
|
|
(124,330
|
)
|
|
(1,549
|
)
|
|
—
|
|
|
(152,117
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Effect of exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54
|
)
|
|
—
|
|
|
(54
|
)
|
||||||
(Decrease) increase in cash and cash equivalents
|
|
(3,501
|
)
|
|
—
|
|
|
—
|
|
|
156
|
|
|
—
|
|
|
(3,345
|
)
|
||||||
Cash and cash equivalents - beginning of year
|
|
18,221
|
|
|
—
|
|
|
—
|
|
|
794
|
|
|
—
|
|
|
19,015
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents - end of year
|
|
$
|
14,720
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
950
|
|
|
$
|
—
|
|
|
$
|
15,670
|
|
(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)
|
|
$
|
37,212
|
|
|
$
|
39,678
|
|
|
$
|
33,273
|
|
|
$
|
1,125
|
|
|
$
|
(74,076
|
)
|
|
$
|
37,212
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation and amortization
|
|
538
|
|
|
570
|
|
|
9,556
|
|
|
70
|
|
|
—
|
|
|
10,734
|
|
||||||
Deferred income taxes
|
|
290
|
|
|
3,514
|
|
|
10,000
|
|
|
(11
|
)
|
|
—
|
|
|
13,793
|
|
||||||
Amortization of deferred financing costs
|
|
—
|
|
|
1,630
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,630
|
|
||||||
Stock-based compensation costs
|
|
3,078
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,078
|
|
||||||
Loss on extinguishment of debt
|
|
—
|
|
|
5,409
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,409
|
|
||||||
Amortization of debt discount
|
|
—
|
|
|
1,030
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,030
|
|
||||||
Equity in income of subsidiaries
|
|
(35,571
|
)
|
|
(37,192
|
)
|
|
(1,313
|
)
|
|
—
|
|
|
74,076
|
|
|
—
|
|
||||||
Changes in operating assets and liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts receivable
|
|
(12
|
)
|
|
(3,412
|
)
|
|
(12,367
|
)
|
|
(63
|
)
|
|
—
|
|
|
(15,854
|
)
|
||||||
Inventories
|
|
—
|
|
|
1,459
|
|
|
2,252
|
|
|
(1
|
)
|
|
—
|
|
|
3,710
|
|
||||||
Prepaid expenses and other current assets
|
|
(3,598
|
)
|
|
(20
|
)
|
|
968
|
|
|
(359
|
)
|
|
—
|
|
|
(3,009
|
)
|
||||||
Accounts payable
|
|
2,611
|
|
|
(1,598
|
)
|
|
4,139
|
|
|
(25
|
)
|
|
—
|
|
|
5,127
|
|
||||||
Accrued liabilities
|
|
417
|
|
|
2,984
|
|
|
856
|
|
|
335
|
|
|
—
|
|
|
4,592
|
|
||||||
Net cash provided by operating activities
|
|
4,965
|
|
|
14,052
|
|
|
47,364
|
|
|
1,071
|
|
|
—
|
|
|
67,452
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of equipment
|
|
(367
|
)
|
|
—
|
|
|
(239
|
)
|
|
—
|
|
|
—
|
|
|
(606
|
)
|
||||||
Proceeds from escrow of Blacksmith acquisition
|
|
—
|
|
|
—
|
|
|
1,200
|
|
|
—
|
|
|
—
|
|
|
1,200
|
|
||||||
Acquisition of GSK Brands
|
|
—
|
|
|
—
|
|
|
(662,800
|
)
|
|
—
|
|
|
—
|
|
|
(662,800
|
)
|
||||||
Intercompany activity, net
|
|
1,200
|
|
|
(662,800
|
)
|
|
661,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net cash (used in) provided by investing activities
|
|
833
|
|
|
(662,800
|
)
|
|
(239
|
)
|
|
—
|
|
|
—
|
|
|
(662,206
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from issuance of 2012 Senior notes
|
|
—
|
|
|
250,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
||||||
Repayment of 2010 Senior Term Loan
|
|
—
|
|
|
(242,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(242,000
|
)
|
||||||
Proceeds from issuance of 2012 Term Loan and 2010 Term Loan
|
|
—
|
|
|
650,100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
650,100
|
|
||||||
Payment of deferred financing costs
|
|
—
|
|
|
(33,284
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33,284
|
)
|
||||||
Repayment of 2012 Term Loan
|
|
—
|
|
|
(25,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,000
|
)
|
||||||
Proceeds from exercise of stock options
|
|
889
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
889
|
|
||||||
Shares surrendered as payment of tax withholding
|
|
(271
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(271
|
)
|
||||||
Intercompany activity, net
|
|
(893
|
)
|
|
48,932
|
|
|
(47,125
|
)
|
|
(914
|
)
|
|
—
|
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities
|
|
(275
|
)
|
|
648,748
|
|
|
(47,125
|
)
|
|
(914
|
)
|
|
—
|
|
|
600,434
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Effect of exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Increase in cash
|
|
5,523
|
|
|
—
|
|
|
—
|
|
|
158
|
|
|
—
|
|
|
5,681
|
|
||||||
Cash and cash equivalents - beginning of year
|
|
12,698
|
|
|
—
|
|
|
—
|
|
|
636
|
|
|
—
|
|
|
13,334
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents - end of year
|
|
$
|
18,221
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
794
|
|
|
$
|
—
|
|
|
$
|
19,015
|
|
(a)(1)
|
Financial Statements
|
Prestige Brands Holdings, Inc.
|
Report of Independent Registered Public Accounting Firm,
PricewaterhouseCoopers LLP
|
Consolidated Statements of Income and Comprehensive Income for each of the three years in
the period ended March 31, 2014
|
Consolidated Balance Sheets at March 31, 2014 and 2013
|
Consolidated Statements of Changes in Stockholders’ Equity and Comprehensive
Income for each of the three years in the period ended March 31, 2014
|
Consolidated Statements of Cash Flows for each of the three years
in the period ended March 31, 2014
|
Notes to Consolidated Financial Statements
|
Schedule II—Valuation and Qualifying Accounts
|
(a)(2)
|
Financial Statement Schedules
|
(b)
|
Exhibits
|
|
PRESTIGE BRANDS HOLDINGS, INC.
|
|
|
|
|
|
|
|
By:
|
/s/ RONALD M. LOMBARDI
|
|
|
Name:
|
Ronald M. Lombardi
|
|
|
Title:
|
Chief Financial Officer
|
|
|
Date:
|
May 19, 2014
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ MATTHEW M. MANNELLY
|
|
Director, President
and Chief Executive Officer
|
|
May 19, 2014
|
Matthew M. Mannelly
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ RONALD M. LOMBARDI
|
|
Chief Financial Officer
|
|
May 19, 2014
|
Ronald M. Lombardi
|
|
(Principal Financial Officer and
|
|
|
|
|
Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ JOHN E. BYOM
|
|
Director
|
|
May 19, 2014
|
John E. Byom
|
|
|
|
|
|
|
|
|
|
/s/ GARY E. COSTLEY
|
|
Director
|
|
May 19, 2014
|
Gary E. Costley
|
|
|
|
|
|
|
|
|
|
/s/ CHARLES J. HINKATY
|
|
Director
|
|
May 19, 2014
|
Charles J. Hinkaty
|
|
|
|
|
|
|
|
|
|
/s/ CARL J. JOHNSON
|
|
Director
|
|
May 19, 2014
|
Carl J. Johnson
|
|
|
|
|
(In thousands)
|
Balance at
Beginning of
Year
|
|
Amounts
Charged to
Expense
|
|
Deductions
|
|
Other
|
|
Balance at
End of
Year
|
|||||||||||
Year Ended March 31, 2014
|
|
|
|
|
|
|
|
|
|
|||||||||||
Reserves for sales returns and allowance
|
$
|
6,446
|
|
|
$
|
38,314
|
|
|
$
|
(37,365
|
)
|
|
$
|
—
|
|
|
$
|
7,395
|
|
|
Reserves for trade promotions
|
8,523
|
|
|
39,967
|
|
|
(42,389
|
)
|
|
—
|
|
|
6,101
|
|
||||||
Reserves for consumer coupon redemptions
|
4,249
|
|
|
2,755
|
|
|
(5,262
|
)
|
|
—
|
|
|
1,742
|
|
||||||
Allowance for doubtful accounts
|
863
|
|
|
134
|
|
|
(6
|
)
|
|
44
|
|
|
1,035
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Year Ended March 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Reserves for sales returns and allowance
|
4,257
|
|
|
33,165
|
|
|
(30,976
|
)
|
|
—
|
|
|
6,446
|
|
||||||
Reserves for trade promotions
|
5,506
|
|
|
41,041
|
|
|
(38,024
|
)
|
|
—
|
|
|
8,523
|
|
||||||
Reserves for consumer coupon redemptions
|
3,509
|
|
|
8,282
|
|
|
(7,542
|
)
|
|
—
|
|
|
4,249
|
|
||||||
Allowance for doubtful accounts
|
604
|
|
|
265
|
|
|
(6
|
)
|
|
—
|
|
|
863
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Year Ended March 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Reserves for sales returns and allowance
|
6,208
|
|
|
23,457
|
|
|
(25,408
|
)
|
|
—
|
|
|
4,257
|
|
||||||
Reserves for trade promotions
|
4,853
|
|
|
32,185
|
|
(1
|
)
|
(31,532
|
)
|
|
—
|
|
|
5,506
|
|
|||||
Reserves for consumer coupon redemptions
|
2,723
|
|
|
7,180
|
|
(1
|
)
|
(6,394
|
)
|
|
—
|
|
|
3,509
|
|
|||||
Allowance for doubtful accounts
|
444
|
|
|
200
|
|
|
(40
|
)
|
|
—
|
|
|
604
|
|
(1)
|
We increased our reserves for Trade Promotion and Consumer Coupon Redemption by
$3.0 million
and
$2.0 million
, respectively, in an effort to gain market share for the
PediaCare
brand.
|
Exhibit No.
|
|
Description
|
2.1
|
|
Stock Purchase Agreement, dated as of September 14, 2010, by and among Prestige Brands Holdings, Inc., Blacksmith Brands Holdings, Inc. and the Stockholders of Blacksmith Brands Holdings, Inc.
(filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on September 20, 2010).+
|
2.2
|
|
Asset Purchase Agreement, dated as of December 15, 2010, by and between McNeil-PPC, Inc. and Prestige Brands Holdings, Inc. (filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on December 17, 2010).+
|
2.3
|
|
Business Sale and Purchase Agreement, dated December 20, 2011, between GlaxoSmithKline LLC, GlaxoSmithKline plc and certain of its affiliates and Prestige Brands Holdings, Inc. (filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on December 27, 2011).+†
|
2.4
|
|
Business Sale and Purchase Agreement, dated December 20, 2011 between GlaxoSmithKline LC, GlaxoSmithKline Consumer Healthcare L.P., GlaxoSmithKline plc and Prestige Brands Holdings, Inc. (filed as Exhibit 2.2 to the Company's Current Report on Form 8-K filed with the SEC on December 20, 2011).+†
|
2.5
|
|
Stock Purchase Agreement, dated April 25, 2014, by and among Medtech Products Inc., Insight Pharmaceuticals Corporation, SPC Partners IV, L.P. and the other seller parties thereto.*
|
3.1
|
|
Amended and Restated Certificate of Incorporation of Prestige Brands Holdings, Inc. (filed as Exhibit 3.1 to the Company's Form S-1/A filed with the SEC on February 8, 2005).+
|
3.2
|
|
Amended and Restated Bylaws of Prestige Brands Holdings, Inc., as amended (filed as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2009).+
|
3.3
|
|
Certificate of Designations of Series A Preferred Stock of Prestige Brands Holdings, Inc., as filed with the Secretary of State of the State of Delaware on February 27, 2012 (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on February 28, 2012).+
|
4.1
|
|
Form of stock certificate for common stock (filed as Exhibit 4.1 to the Company's
Form S-1/A filed with the SEC on January 26, 2005).+
|
4.2
|
|
Second Supplemental Indenture, dated December 17, 2013 by and among Prestige Brands, Inc. the guarantors party thereto from time to time and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 17, 2013).+
|
4.3
|
|
Indenture, dated as of January 31, 2012, among Prestige Brands, Inc., as issuer, the Company and certain subsidiaries, as guarantors, and U.S. Bank National Association, as Trustee with respect to 8.125% Senior Notes Due 2020 (filed as Exhibit 4.5 to the Company's Annual Report on Form 10-K filed with the SEC on May 18, 2012). +
|
4.4
|
|
Form of 8.125% Senior Note due 2020 (contained in Exhibit 4.5 to the Company's Annual Report on Form 10-K filed with the SEC May 18, 2012).+
|
4.5
|
|
Indenture, dated as of December 17, 2013, among Prestige Brands, Inc., as issuer, the Company and certain subsidiaries, as guarantors, and U.S. Bank National Association, as Trustee with respect to 5.375% Senior Notes Due 2021 (filed as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on February 7, 2014).+
|
4.6
|
|
Form of 5.375% Senior Note due 2021 (filed as Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on February 7, 2014).+
|
10.1
|
|
Note Purchase Agreement entered into on January 24, 2012 with respect to the sale by Prestige Brands, Inc., as issuer, of $250.0 million in aggregate principal amount of 8.125% Senior Notes due 2020 (filed as Exhibit 10.1 to the Company's Annual Report on Form 10-K filed with the SEC on May 18, 2012).+
|
10.2
|
|
Registration Rights Agreement, dated as of January 31, 2012, among Prestige Brands, Inc., the Company, and certain subsidiaries of the Company, as guarantors, and Morgan Stanley & Co., LLC, Citigroup Global Markets Inc., RBC Capital Markets, LLC and Deutsche Bank Securities Inc. (filed as Exhibit 10.2 to the Company's Annual Report on Form 10-K filed with the SEC on May 18, 2012).+
|
10.3
|
|
$660,000,000 Term Loan Credit Agreement, dated as of January 31, 2012, among
Prestige Brands Inc., the Company, and certain subsidiaries of the Company as guarantors, Citibank, N.A., Citigroup Global Markets Inc., Morgan Stanley Senior Funding, Inc. and RBC Capital Markets (filed as Exhibit 10.3 to the Company's Annual Report on Form 10-K filed with the SEC on May 18, 2012).+ |
10.4
|
|
Amendment No. 1, dated as of February 21, 2013, to the Term Loan Credit Agreement, 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 (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on February 25, 2013).+
|
10.5
|
|
Term Loan Security Agreement, dated as of January 31, 2012, among Prestige Brands Inc., the Company and certain subsidiaries of the Company as guarantors, Citibank N.A. and U.S. Bank National Association, as Trustee (filed as Exhibit 10.4 to the Company's Annual Report on Form 10-K filed with the SEC on May 18, 2012).+
|
10.6
|
|
$50,000,000 ABL Credit Agreement, dated as of January 31, 2012, Among Prestige Brands, Inc., the Company, certain subsidiaries of the Company as guarantors, Citibank, N.A., Citigroup Global Markets Inc., Morgan Stanley Senior Funding, Inc. and RBC Capital Markets filed (filed as Exhibit 10.5 to the Company's Annual Report on Form 10-K filed with the SEC on May 18, 2012.).+
|
10.7
|
|
Incremental Amendment, dated as of September 12, 2012, to the ABL Credit Agreement dated as of January 31, 2012 (filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed with the SEC on November 7, 2012).+
|
10.8
|
|
Amendment, dated as of June 11, 2013, to the ABL Credit Agreement dated as of January 31, 2012 (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 1, 2013).+
|
10.9
|
|
Agreement of Lease between RA 660 White Plains Road LLC and Prestige Brands, Inc. (filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed with the SEC on August 9, 2012).+
|
10.10
|
|
Executive Employment Agreement, dated as of September 2, 2009, by and between Prestige Brands Holdings, Inc. and Matthew M. Mannelly (filed as Exhibit 10.1 to the Company's Quarterly Report on Form10-Q filed with the SEC on November 6, 2009).+@
|
10.11
|
|
Executive Employment Agreement, dated as of August 21, 2006, between Prestige Brands Holdings, Inc. and Jean A. Boyko (filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on November 9, 2006).+@
|
10.12
|
|
Executive Employment Agreement, dated as of October 1, 2007, between Prestige Brands Holdings, Inc. and John Parkinson (filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed with the SEC on February 8, 2008).+@
|
10.13
|
|
Executive Employment Agreement, dated as of April 19, 2010, between Prestige Brands Holdings, Inc. and Timothy Connors (filed as Exhibit 10.16 to the Company's Annual Report on Form 10-K filed with the SEC on June 11, 2010).+@
|
10.14
|
|
Executive Employment Agreement, dated as of December 6, 2010, between Prestige Brands Holdings, Inc. and Ronald M. Lombardi (filed as Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed with the SEC on February 9, 2011).+@
|
10.15
|
|
Executive Employment Agreement, dated as of March 4, 2011, between Prestige Brands Holdings, Inc. and Paul Hennessey (filed as Exhibit 10.15 to the Company's Annual Report on Form 10-K filed with the SEC on May 13, 2011).+@
|
10.16
|
|
Executive Employment Agreement, dated as of February 29, 2012, by and between Prestige Brands Holdings, Inc. and Samuel C. Cowley (filed as Exhibit 10.13 to the Company's Annual Report on Form 10-K filed with the SEC on May 18, 2012).+@
|
10.17
|
|
Executive Employment Agreement, dated as of April 1, 2013, between Prestige Brands Holdings, Inc. and Paul Migaki (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 1, 2013). +@
|
10.18
|
|
Prestige Brands Holdings, Inc. 2005 Long-Term Equity Incentive Plan (filed as Exhibit 10.38 to the Company’s Form S-1/A filed with the SEC on January 26, 2005).+#
|
10.19
|
|
Form of Restricted Stock Grant Agreement (filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on August 9, 2005).+#
|
10.20
|
|
Form of Nonqualified Stock Option Agreement.*#
|
10.21
|
|
Form of Award Agreement for Restricted Stock Units.*#
|
10.22
|
|
Form of Director Indemnification Agreement(filed as Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed with the SEC on May 17, 2013).+@
|
10.23
|
|
Form of Officer Indemnification Agreement (filed as Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed with the SEC on May 17, 2013).+@
|
10.24
|
|
Supply Agreement, dated May 15, 2008, by and between Fitzpatrick Bros., Inc. and The Spic and Span Company (filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on August 11, 2008).+†
|
10.25
|
|
First Amendment to Supply Agreement, dated as of March 1, 2011, between Fitzpatrick Bros., Inc. and The Spic and Span Company (filed as Exhibit 10.29 to the Company's Annual Report on Form 10-K filed with the SEC on May 13, 2011).+†
|
10.26
|
|
Transitional Manufacturing and Supply Agreement, dated January 31, 2012 between Medtech Products Inc. and GlaxoSmithKline Consumer Healthcare L.P. (filed as Exhibit 10.28 to the Company's Annual Report on Form 10-K filed with the SEC on May 18, 2012).+†
|
10.27
|
|
Prestige Brands Holdings, Inc. Summary of Director Compensation Program (filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on November 7, 2012). +#
|
10.28
|
|
Supply Agreement, dated as of July 1, 2012, among Medtech Products Inc. and Pharmacare Limited T/A Aspen Pharmacare (filed as Exhibit 10.27 to the Company’s Annual Report on Form 10-K filed with the SEC on May 17, 2013).+
|
10.29
|
|
Supply Agreement, dated as of November 16, 2012, among Medtech Products Inc. and BestSweet Inc (filed as Exhibit 10.28 to the Company’s Annual Report on Form 10-K filed with the SEC on May 17, 2013).+
|
21.1
|
|
Subsidiaries of the Registrant.*
|
23.1
|
|
Consent of PricewaterhouseCoopers LLP.*
|
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, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
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, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
32.1
|
|
Certification of Principal Executive Officer of Prestige Brands Holdings, Inc. pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
32.2
|
|
Certification of Principal Financial Officer of Prestige Brands Holdings, Inc. pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
*
|
Filed herewith.
|
|
|
†
|
Certain confidential portions have been omitted pursuant to a confidential treatment request separately filed with the SEC.
|
|
|
+
|
Incorporated herein by reference.
|
|
|
@
|
Represents a management contract.
|
|
|
#
|
Represents a compensatory plan.
|
|
Page
|
1.
Definitions……………………………………………………………………………………
|
1
|
1.1
Defined Terms……………………………………………………………………….
|
1
|
1.2
Other Terms………………………………………………………………………….
|
1
|
2.
Purchase and Sale……………………………………………………………………………
|
1
|
2.1
Purchase and Sale……………………………………………………………………
|
17
|
2.2
Stock Options………………………………………………………………………...
|
17
|
2.3
Payments at Closing…………………………………………………………………
|
17
|
2.4
Post-Closing Adjustments……………………………………………………………………
|
18
|
3.
Closing……………………………………………………………………………………….
|
19
|
3.1
Closing Date…………………………………………………………………………………
|
19
|
3.2
Closing Deliveries……………………………………………………………………………
|
20
|
4.
Representations and Warranties of the Sellers……………………………………………………….
|
22
|
4.1
Company Shares; Stock Options……………………………………………………………..
|
22
|
4.2
Authorization of Transaction…………………………………………………………………
|
22
|
4.3
Noncontravention…………………………………………………………………………….
|
22
|
4.4
No Litigation; No Injunctions………………………………………………………………..
|
23
|
4.5
Brokerage Fees……………………………………………………………………………….
|
23
|
4.6
No Other Representations or Warranties……………………………………………………..
|
23
|
5.
Representations and Warranties Concerning the Company………………………………………….
|
23
|
5.1
Organization, Qualification and Authority…………………………………………………..
|
23
|
5.2
Authorization of Transaction…………………………………………………………………
|
23
|
5.3
Noncontravention…………………………………………………………………………….
|
24
|
5.4
Capitalization…………………………………………………………………………………
|
24
|
5.5
Subsidiaries…………………………………………………………………………………..
|
25
|
5.6
Financial Statements; Books and Records……………………………………………………
|
25
|
5.7
Recent Events………………………………………………………………………………...
|
25
|
5.8
Indebtedness; Undisclosed Liabilities……………………………………………………….
|
27
|
5.9
Tax Matters…………………………………………………………………………………..
|
27
|
5.10
Leased Real Property; Owned Real Property; Title and Condition of Properties……………
|
29
|
5.11
Intellectual Property………………………………………………………………………….
|
30
|
5.12
Contracts……………………………………………………………………………………...
|
32
|
5.13
Certain Accounts Receivable…………………………………………………………………
|
34
|
5.14
Powers of Attorney…………………………………………………………………………...
|
34
|
5.15
Litigation……………………………………………………………………………………..
|
34
|
5.16
Employees; Employment Matters……………………………………………………………
|
34
|
5.17
Employee Benefit Plans………………………………………………………………………
|
36
|
5.18
Licenses, Permits and Approvals…………………………………………………………….
|
38
|
5.19
Unlawful Payments…………………………………………………………………………...
|
38
|
5.20
Compliance with Laws……………………………………………………………………….
|
39
|
5.21
Top Customers and Top Suppliers…………………………………………………………...
|
39
|
5.22
Insurance……………………………………………………………………………………..
|
40
|
5.23
Product Liability; Product Warranty…………………………………………………………
|
40
|
5.24
Brokerage Fees……………………………………………………………………………….
|
41
|
5.25
Affiliate Transactions………………………………………………………………………...
|
41
|
5.26
Environmental……………………………………………………………………………….
|
41
|
5.27
Bank Accounts………………………………………………………………………………
|
42
|
5.28
FDA/FTC Regulatory Compliance…………………………………………………………..
|
42
|
5.29
No Other Representations or Warranties…………………………………………………….
|
44
|
6.
Representations and Warranties of Buyer……………………………………………………………
|
44
|
6.1
Organization and Authority………………………………………………………………….
|
44
|
6.2
Authorization of Transaction………………………………………………………………..
|
44
|
6.3
Noncontravention……………………………………………………………………………
|
45
|
6.4
No Litigation; No Injunctions……………………………………………………………….
|
45
|
6.5
Brokerage Fees………………………………………………………………………………
|
45
|
6.6
Investment Intent; Restricted Securities…………………………………………………….
|
45
|
6.7
Financing……………………………………………………………………………………
|
45
|
6.8
Due Diligence Review……………………………………………………………………….
|
46
|
6.9
Solvency……………………………………………………………………………………..
|
46
|
6.10
No Other Representations or Warranties…………………………………………………….
|
46
|
7.
Covenants of the Company, the Sellers and the Sellers Representative……………………………..
|
46
|
7.1
Conduct of the Business……………………………………………………………………..
|
46
|
7.2
Filings; Consents; Etc………………………………………………………………………..
|
48
|
7.3
No Solicitation……………………………………………………………………………….
|
49
|
7.4
Updated Disclosures; Interim Financial Statements…………………………………………
|
49
|
7.5
Reasonable Access…………………………………………………………………………..
|
50
|
7.6
Financing Assistance; Sale Assistance; Etc………………………………………………….
|
50
|
8.
Covenants of Buyer…………………………………………………………………………………..
|
52
|
8.1
Filings; Consents; Etc………………………………………………………………………..
|
52
|
8.2
Post-Closing Access to Books and Records………………………………………………….
|
53
|
9.
Conditions Precedent to the Closing………………………………………………………………….
|
53
|
9.1
Conditions Precedent to Each Party’s Obligations…………………………………………...
|
53
|
9.2
Conditions Precedent to Obligations of Buyer……………………………………………….
|
53
|
9.3
Conditions Precedent to Obligations of the Company and the Sellers……………………….
|
54
|
10.
Tax Matters…………………………………………………………………………………………...
|
55
|
10.1
Tax Indemnification………………………………………………………………………….
|
55
|
10.2
Straddle Period……………………………………………………………………………….
|
55
|
10.3
Responsibility for Filing Tax Returns……………………………………………………….
|
55
|
10.4
Post-Closing Actions…………………………………………………………………………
|
56
|
10.5
Cooperation and Records Retention………………………………………………………….
|
57
|
10.6
Tax Proceedings………………………………………………………………………………
|
57
|
10.7
Adjustments to the Purchase Price…………………………………………………………...
|
58
|
10.8
Transfer Taxes……………………………………………………………………………….
|
58
|
11.
Survival; Indemnification…………………………………………………………………………….
|
59
|
11.1
Survival………………………………………………………………………………………
|
59
|
11.2
Indemnification by the Sellers……………………………………………………………….
|
59
|
11.3
Indemnification by Buyer……………………………………………………………………
|
60
|
11.4
Indemnifiable Losses…………………………………………………………………………
|
60
|
11.5
Limitations on Indemnification………………………………………………………………
|
60
|
11.6
Indemnification Procedures………………………………………………………………….
|
61
|
11.7
Calculation of Indemnification Payments……………………………………………………
|
62
|
11.8
No Contribution or Circular Recovery……………………………………………………….
|
63
|
11.9
Certain Determinations………………………………………………………………………
|
64
|
11.10
Mitigation…………………………………………………………………………………….
|
64
|
11.11
Exclusive Remedy……………………………………………………………………………
|
64
|
12.
Termination…………………………………………………………………………………………..
|
64
|
12.1
Termination………………………………………………………………………………….
|
64
|
12.2
Effect of Termination………………………………………………………………………..
|
65
|
13.
Miscellaneous………………………………………………………………………………………..
|
65
|
13.1
Sellers Representative………………………………………………………………………..
|
65
|
13.2
Regulatory Filings……………………………………………………………………………
|
67
|
13.3
Press Releases and Announcements…………………………………………………………
|
69
|
13.4
Specific Performance………………………………………………………………………..
|
69
|
13.5
No Third Party Beneficiaries………………………………………………………………..
|
70
|
13.6
Entire Agreement…………………………………………………………………………….
|
70
|
13.7
Succession and Assignment…………………………………………………………………..
|
70
|
13.8
Counterparts…………………………………………………………………………………..
|
70
|
13.9
Notices………………………………………………………………………………………..
|
70
|
13.10
Governing Law……………………………………………………………………………….
|
71
|
13.11
CONSENT TO JURISDICTION…………………………………………………………….
|
71
|
13.12
WAIVER OF TRIAL BY JURY…………………………………………………………….
|
72
|
13.13
Amendments and Waivers……………………………………………………………………
|
72
|
13.14
Severability…………………………………………………………………………………..
|
72
|
13.15
Expenses……………………………………………………………………………………..
|
73
|
13.16
Further Assurances…………………………………………………………………………...
|
73
|
13.17
Construction…………………………………………………………………………………..
|
73
|
13.18
Directors and Officers………………………………………………………………………..
|
73
|
1.
|
Definitions.
|
1.1
|
Defined Terms.
The following terms have the meanings specified or referred to in this
Section 1.1
:
|
1.2
|
Other Terms.
Any accounting term used in this Agreement shall have, unless otherwise specifically provided for herein, the meaning customarily given to such term under GAAP.
|
2.
|
Purchase and Sale.
|
2.1
|
Purchase and Sale.
Subject to the provisions of this Agreement, at the Closing Buyer will purchase and accept from the Sellers, and the Sellers will sell, transfer, convey and assign to Buyer, free and clear of any and all Liens other than restrictions under the Securities Act and other applicable securities Laws, the Company Shares. As consideration for the purchase of the Company Shares at the Closing, subject to the provisions of this Agreement and the adjustments and payments set forth in
Sections 2.3
and
2.4
, Buyer shall pay the Sellers and the Persons identified in
Sections 2.3
and
2.4
an aggregate amount equal to Seven Hundred Fifty Million Dollars ($750,000,000) (the “
Enterprise Value
”).
|
2.2
|
Stock Options.
Each Optionholder agrees that his or her unexercised Stock Options outstanding immediately prior to the Closing shall be cancelled at the Closing in exchange for him or her being entitled to receive payment in accordance with the Pro Rata Portion set forth next to his or her name on
Exhibit C
hereto. At the Closing, each such Stock Option shall be converted into the right to receive an amount in cash (with the Company withholding from the payment(s) made to each Optionholder a portion of such amount for any applicable withholding Tax and such withheld amount(s) being treated for all purposes of this Agreement as having been paid to the Optionholder in respect of which such deduction and withholding was made) equal to the amounts set forth on
Exhibit C
,
less
(i) a portion thereof to be contributed to the Indemnity Escrow Amount in accordance with the applicable Optionholder’s Pro Rata Portion,
less
(ii) a portion thereof to be contributed to the NWC Escrow Amount in accordance with the applicable Optionholder’s Pro Rata Portion,
less
(iii) a portion thereof to be contributed to the Sellers Representative Amount in accordance with the applicable Optionholder’s Pro Rata Portion. The Company shall make timely payment to the appropriate Taxing Authority or Taxing Authorities of any amounts withheld from payment to the Optionholders under this
Section 2.2
. Each such Stock Option shall be cancelled at the Closing and all rights attached to such Stock Options shall be waived and released and the only right each Optionholder shall have thereafter with respect thereto is the right to receive such Optionholder’s Pro Rata Portion of the Estimated Payment, the Estimated Payment Increase (if any), the Sellers Representative Amount, the NWC Escrow Amount, and the Indemnity Escrow Amount in accordance with this Agreement and the Escrow Agreement, as applicable.
|
2.3
|
Payments at Closing.
|
2.4
|
Post-Closing Adjustments.
|
3.
|
Closing.
|
3.1
|
Closing Date.
The Closing of the purchase and sale of the Company Shares contemplated hereby (the “
Closing
”) will take place at the offices of Reed Smith LLP, 10 South Wacker Drive, 40
th
Floor, Chicago, Illinois, on the date on which the last of the conditions set forth in
Section 9
has been satisfied or waived (other than the conditions with respect to actions of the respective Parties to be taken at the Closing itself), or at such other location and on such other date as the Parties may mutually agree upon (the “
Closing Date
”);
provided
, that notwithstanding the satisfaction or waiver of the conditions set forth in
Section 9
, if the Marketing Period has not ended at the time of the satisfaction or waiver of such conditions (other than those conditions that by their nature are to be satisfied or waived at the Closing), the Closing shall take place instead on the earlier to occur of (i) any Business Day during the Marketing Period to be specified by Buyer to the Sellers
|
3.2
|
Closing Deliveries.
|
4.
|
Representations and Warranties of the Sellers.
As a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated hereby, each Seller hereby represents and warrants to Buyer, on a several and not joint basis, as of the date hereof and as of the Closing Date, and except as set forth in the Disclosure Schedule, as follows:
|
4.1
|
Company Shares; Stock Options.
Such Seller is the record and beneficial owner of the Company Shares and the Stock Options, in each case, set forth opposite such Seller’s name in Section 4.1 of the Disclosure Schedule. Except as set forth in Section 4.1 of the Disclosure Schedule, such Seller has good and valid title to such Company Shares and Stock Options, free and clear of any and all Liens, options or similar rights of any nature, other than any restrictions on transfer pursuant to applicable securities Laws. Except pursuant to this Agreement, there is no contractual obligation pursuant to which such Seller has, directly or indirectly, granted any option, warrant or other right to any Person to acquire any Company Shares or other equity interests in the Company or any of its Subsidiaries. Except as set forth in Section 4.1 of the Disclosure Schedule, there are no voting trusts or other Contracts or understandings to which such Seller is a party with respect to the voting of capital stock of the Company.
|
4.2
|
Authorization of Transaction.
The execution, delivery, and performance by such Seller of this Agreement and the other agreements, documents and instruments relating hereto (the “
Ancillary Agreements
”) to which such Seller is a party, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of such Seller. Such Seller has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations under this Agreement and the Ancillary Agreements to which it is a party, and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements to which it is a party. This Agreement has been duly and validly executed and delivered by such Seller, and the Ancillary Agreements to which such Seller is a party will be duly executed and delivered by such Seller at the Closing, and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, will constitute, upon such execution and delivery in each case thereof, legal, valid and binding obligations of such Seller, enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar Laws affecting the enforcement of creditors’ rights generally, and general principles of equity (regardless of whether such enforceability is considered in a proceeding in law or equity). If such Seller is an entity, such Seller is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization.
|
4.3
|
Noncontravention.
Neither the execution and delivery of this Agreement or the Ancillary Agreements to which such Seller is a party, nor the consummation of the transactions contemplated hereby or thereby will (i) violate or conflict in any way with any applicable Law of any Governmental
|
4.4
|
No Litigation; No Injunctions.
There are no suits, actions, proceedings, investigations, claims or orders pending, or to such Seller’s knowledge, threatened, against such Seller, nor is such Seller or the Company Shares or Stock Options held by such Seller subject to any Contract or judgment, order, writ, prohibition, injunction or decree of any Governmental Authority which would reasonably be expected to prevent or have the effect of restricting any of the transactions contemplated by this Agreement.
|
4.5
|
Brokerage Fees.
Except as set forth in Section 4.5 of the Disclosure Schedule, no broker, finder or agent is entitled to any brokerage fees, finder’s fees or commissions in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of such Seller.
|
4.6
|
No Other Representations or Warranties.
Except for the representations and warranties made by or relating to such Seller contained in this
Section 4
, such Seller makes no express or implied representation or warranty relating to such Seller.
|
5.
|
Representations and Warranties Concerning the Company.
As a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated hereby, the Company hereby represents and warrants to Buyer as of the date hereof and as of the Closing Date, and except as set forth in the Disclosure Schedule, as follows:
|
5.1
|
Organization, Qualification and Authority.
Each of the Company and its Subsidiaries (i) is a corporation or limited liability company, as applicable, duly incorporated or formed, validly existing and in good standing under the Laws of the jurisdiction of its organization, (ii) has all requisite corporate or limited liability company, as applicable, power and authority to own, lease and operate its assets and conduct its business as it is now being operated and conducted, and (iii) is in good standing and is duly qualified to conduct business as a foreign entity under the Laws of the jurisdictions listed in Section 5.1 of the Disclosure Schedule, which are all the jurisdictions where the nature of its business or the ownership or leasing of its property requires such qualification, except for any jurisdiction where the failure to be qualified has not had and would not reasonably be expected to have a Material Adverse Effect. True, correct and complete copies of the Organizational Documents of the Company and each of its Subsidiaries, in each case as amended to date, have been delivered to Buyer. Section 5.1 of the Disclosure Schedule sets forth a correct and complete list of the officers, directors and/or managers of each of the Company and its Subsidiaries.
|
5.2
|
Authorization of Transaction.
The execution, delivery, and performance by the Company of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. Neither the Company nor any of its Subsidiaries is in violation in any material respect of its Organizational Documents. The Company has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations under this Agreement and the Ancillary Agreements to which it is a party, and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements to which it is a party. This Agreement has been duly and validly executed and delivered by the Company, and the Ancillary Agreements to which it is a party will be duly executed and delivered by the Company at the Closing, and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, will constitute, upon such execution and delivery in each case thereof, legal, valid and binding obligations of the Company, enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar Laws affecting the enforcement of creditors’ rights generally, and general principles of equity (regardless of whether such enforceability is considered in a proceeding in law or equity).
|
5.3
|
Noncontravention.
Except as disclosed in Section 5.3 of the Disclosure Schedule and except as required by the HSR Act or any other applicable antitrust Law, neither the execution and the delivery of this Agreement or the Ancillary Agreements to which the Company is a party, nor the consummation of the transactions contemplated hereby or thereby will (i) violate or conflict in any way with any applicable Law of any Governmental Authority to which the Company or any of its Subsidiaries is subject or any provision of the Organizational Documents of the Company or any of its Subsidiaries, or result in the creation of any Lien that is not a Permitted Lien upon any asset of the Company or any of its Subsidiaries pursuant to the terms thereof, or (ii) conflict with, result in a breach of, constitute a default under (with or without notice or lapse of time, or both), result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, require any notice or consent under, or result in the creation of any Lien that is not a Permitted Lien upon any asset of the Company or any of its Subsidiaries pursuant to the terms of, any Contract, Permit or other arrangement to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the Company’s or any of its Subsidiaries’ assets are subject.
|
5.4
|
Capitalization.
|
5.5
|
Subsidiaries.
Except for the Subsidiaries set forth in Section 5.4.2 of the Disclosure Schedule, the Company has no Subsidiaries and holds no Investments in any other Person or any right to acquire the same in any other Person.
|
5.6
|
Financial Statements; Books and Records.
Attached hereto as Section 5.6 of the Disclosure Schedule are true, correct and complete copies of: (i) the audited consolidated balance sheet of the Company and its Subsidiaries for each of the years ended December 31, 2011, December 31, 2012 and December 31, 2013 (the “
Latest Audited Balance Sheet
”), and the related audited consolidated statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries for the fiscal years then ended, together with the notes thereto and the reports thereon of KPMG LLP, independent public accountants (collectively, the “
Audited Financial Statements
”); and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of March 31, 2014 (the “
Latest Balance Sheet
”) and the related unaudited consolidated statement of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries for the three (3)-month fiscal period then ended (collectively, the “
Unaudited Financial Statements
”). The Audited Financial Statements and the Unaudited Financial Statements are herein collectively referred to as the “
Financial Statements
.” Except as set forth in Section 5.6 of the Disclosure Schedule, each of the Financial Statements were prepared on the basis of and in accordance with the books and records of the Company and its Subsidiaries kept in the Ordinary Course of Business and fairly presents in all material respects the financial condition of the Company and its Subsidiaries on a consolidated basis as of the date thereof, and the consolidated results of operations and cash flows of the Company and its Subsidiaries for the periods related thereto, in each case in accordance with GAAP, using the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Latest Audited Financial Statements, and subject, in the case of the Unaudited Financial Statements, to normal year-end adjustments and the absence of footnotes, none of which is material.
|
5.7
|
Recent Events.
Since the date of the Latest Audited Balance Sheet, neither the Company nor any of its Subsidiaries has experienced or suffered any Material Adverse Effect. Since the date of the Latest Audited Balance Sheet, except as set forth in Section 5.7 of the Disclosure Schedule, the Company and each of its Subsidiaries has conducted its business only in the Ordinary Course of Business, and, without limiting the generality of the foregoing, neither the Company nor any of its Subsidiaries has:
|
5.8
|
Indebtedness; Undisclosed Liabilities.
|
5.9
|
Tax Matters.
|
5.10
|
Leased Real Property; Owned Real Property; Title and Condition of Properties.
|
5.11
|
Intellectual Property.
|
5.12
|
Contracts.
|
5.13
|
Certain Accounts Receivable.
All accounts receivable of the Company and its Subsidiaries from ANB, Emerson Group and Emerson Healthcare are fully collectible, except as specifically reserved for bad debt allowances and for deductions from retailers for promotional expenses, co-op funds and other trade commitments, including amounts for future audits, deductions, and chargebacks (which reserves were established in a manner consistent with the Company’s and its Subsidiaries’ past custom and practice).
|
5.14
|
Powers of Attorney.
There are no outstanding powers of attorney executed by or on behalf of the Company or any of its Subsidiaries, except as set forth in Section 5.14 of the Disclosure Schedule.
|
5.15
|
Litigation.
Section 5.15 of the Disclosure Schedule sets forth each instance in which the Company or any of its Subsidiaries: (i) is (or within the past three (3) years has been) subject to any unsatisfied judgment, order, decree, stipulation, injunction, sanction, or charge; or (ii) is (or within the past three (3) years has been) a party to or, to the Knowledge of the Company, is (or within the past three (3) years was) threatened to be made a party to, any claim, charge, complaint, action, suit, proceeding, hearing, inquiry, or investigation of any Governmental Authority or any other Person or before any arbitrator.
|
5.16
|
Employees; Employment Matters.
|
5.17
|
Employee Benefit Plans.
|
5.18
|
Licenses, Permits and Approvals.
Section 5.18 of the Disclosure Schedule lists all material domestic and material foreign governmental, regulatory and industry licenses, permits, certifications and approvals used in or necessary to the operation of the Business as presently conducted (collectively, “
Permits
”), and neither the Company nor any of its Subsidiaries is in violation of, in any material respect, the terms or conditions of any Permits, or has received written notice of any actual or alleged
|
5.19
|
Unlawful Payments.
In the past three (3) years, none of the Company or any of its Subsidiaries, any of their respective officers, directors or managers (as such term is defined in the Limited Liability Act of the State of Delaware) or, to the Knowledge of the Company, any other Person employed by or engaged by the Company or any of its Subsidiaries has offered to any Person, made to any Person or received from any Person on behalf of the Company, any of its Subsidiaries or any Person affiliated with the Company or any of its Subsidiaries any illegal payment or contribution of any kind (whether or not monetary), directly or indirectly, including bribes, payments, gifts or gratuities (including to or from any official, employee or agent of any Governmental Authority or candidate therefor or any family member thereof).
|
5.20
|
Compliance with Laws.
|
5.21
|
Top Customers and Top Suppliers.
|
5.22
|
Insurance.
Section 5.22 of the Disclosure Schedule sets forth each material insurance policy (other than welfare insurance policies relating to welfare benefit plans, each of which is listed in Section 5.17.1 of the Disclosure Schedule) to which the Company or any of its Subsidiaries is a party, a named insured, or otherwise the beneficiary of coverage. With respect to each insurance policy disclosed in Section 5.22 of the Disclosure Schedule: (i) such insurance policy is legal, valid, binding,, enforceable, and in full force and effect, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights generally, and general principles of equity (regardless of whether such enforceability is considered in a proceeding in law or equity); (ii) none of the Company, any of its Subsidiaries or, to the Knowledge of the Company, any other party to such insurance policy is in material breach or material default thereunder, and no event has occurred which, with or without notice or lapse of time, or both, would constitute such a breach or default thereunder; and (iii) to the Knowledge of the Company, no other party to the such insurance policy has repudiated any material provision thereof. Except as set forth in Section 5.22 of the Disclosure Schedule, there are no pending material claims that have been submitted by or on behalf of the Company or any of its Subsidiaries under such insurance policies.
|
5.23
|
Product Liability; Product Warranty.
|
5.24
|
Brokerage Fees.
Except as set forth in Section 5.24 of the Disclosure Schedule, no broker, finder or agent is entitled to any brokerage fees, finder’s fees or commissions in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company.
|
5.25
|
Affiliate Transactions.
Except as set forth in Section 5.25 of the Disclosure Schedule, no officer, director, manager or equityholder of the Company or any of its Subsidiaries or, to the Knowledge of the Company, family member of any of the foregoing: (i) owns, directly or indirectly, any interest in or is an officer, director, manager, employee or consultant of any Person which is a competitor, lessor, lessee, customer or supplier of the Company or any of its Subsidiaries; (ii) owns, directly or indirectly, in whole or in part, any material property, asset or right, real, personal or mixed, tangible or intangible which is utilized by the Company or its Subsidiaries or in connection with the Business; (iii) has received any loan from, or has any loan outstanding to the Company or any of its Subsidiaries; or (iv) directly or indirectly has an interest in or is a party to any Contract pertaining or relating to the Business, except for employment, consulting or other personal service agreements entered into in the Ordinary Course of Business.
|
5.26
|
Environmental.
|
5.27
|
Bank Accounts.
Section 5.27 of the Disclosure Schedule contains a true, correct and complete list of: (i) the name of each bank, safe deposit company or other financial institution in which the Company or any of its Subsidiaries has an account, lock box or safe deposit box; (ii) the type of each such account; and (iii) the names of all Persons authorized to draw thereon or to have access thereto.
|
5.28
|
FDA/FTC Regulatory Compliance.
|
5.29
|
No Other Representations or Warranties.
The representations and warranties made by the Company or relating to the Company or any of its Subsidiaries contained in this
Section 5
are the exclusive representations made by the Company or relating to the Company or any of its Subsidiaries. Except for such representations and warranties, the Company makes no express or implied representation or warranty of any kind relating to the Company or any of its Subsidiaries.
|
6.
|
Representations and Warranties of Buyer.
As a material inducement to the Company and the Sellers to enter into this Agreement and consummate the transactions contemplated hereby, Buyer hereby represents and warrants to the Company and the Sellers as of the date hereof and as of the Closing, and except as set forth in the Disclosure Schedule, as follows:
|
6.1
|
Organization and Authority.
Buyer (i) is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, and (ii) has all requisite corporate
|
6.2
|
Authorization of Transaction.
The execution, delivery, and performance by Buyer of this Agreement and the Ancillary Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of Buyer. Buyer has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations under this Agreement and the Ancillary Agreements to which it is a party, and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements to which it is a party. This Agreement has been duly and validly executed and delivered by Buyer, and the Ancillary Agreements to which it is a party will be duly executed and delivered by Buyer at the Closing, and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, will constitute, upon such execution and delivery in each case thereof, legal, valid and binding obligations of Buyer, enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, and general principles of equity (regardless of whether such enforceability is considered in a proceeding in law or equity).
|
6.3
|
Noncontravention.
Except as set forth in Section 6.3 of the Disclosure Schedule, neither the execution and the delivery of this Agreement or the Ancillary Agreements to which Buyer is a party, nor the consummation of the transactions contemplated hereby or thereby will (i) violate or conflict in any way with any applicable Law of any Governmental Authority to which Buyer is subject or any of the Organizational Documents of Buyer, or result in the creation of any Lien upon any asset of Buyer pursuant to the terms thereof, or (ii) conflict with, result in a breach of, constitute a default under (with or without notice or lapse of time, or both), result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, require any consent or notice under, or result in the creation of any Lien upon any asset of Buyer pursuant to the terms of, any Contract, Permit or other arrangement to which Buyer is a party or by which Buyer is bound or to which any of Buyer’s assets is subject. Except as required by the HSR Act or any other applicable antitrust Law and except as set forth in Section 6.3 of the Disclosure Schedule, Buyer is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Authority or any other Person in order for the Parties to consummate the transactions contemplated by this Agreement and in order that such transactions not constitute a breach or violation of, or result in a right of termination or acceleration or any Lien on Buyer’s assets pursuant to the provisions of, any Contract or Permit.
|
6.4
|
No Litigation; No Injunctions.
There are no suits, actions, proceedings, investigations, claims or orders pending, or to Buyer’s knowledge after reasonable inquiry, threatened, against Buyer, nor is Buyer subject to any agreement or judgment, order, writ, prohibition, injunction or decree of any Governmental Authority which would reasonably be expected to prevent or have the effect of restricting any of the transactions contemplated by this Agreement.
|
6.5
|
Brokerage Fees.
Except as set forth in Section 6.5 of the Disclosure Schedule, no broker, finder or agent is entitled to any brokerage fees, finder’s fees or commissions in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer.
|
6.6
|
Investment Intent; Restricted Securities
. Buyer is acquiring the Company Shares solely for Buyer’s own account, for investment purposes only, and not with a current view to, or with any present
|
6.7
|
Financing
. Buyer has provided to the Company true, correct and complete copies of the fully executed commitment letter, dated as of April 25, 2014, among Buyer’s indirect parent, Prestige Brands Holdings, Inc. and the Debt Financing Sources party thereto, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (collectively, the “
Debt Commitment Letter
”) pursuant to which the Debt Financing Sources party thereto have agreed, subject to the terms and conditions set forth in the Debt Commitment Letter, to provide debt financing to Buyer in connection with the consummation of the transactions contemplated hereby in an aggregate amount not to exceed the amount set forth in the Debt Commitment Letter. On the Closing Date Buyer will have sufficient unrestricted cash on hand and available credit facilities to pay all amounts required to be paid by Buyer at the Closing pursuant to the terms of this Agreement, and to pay all of its related fees and expenses.
|
6.8
|
Due Diligence Review
. Buyer acknowledges that: (i) it has completed its own due diligence review with respect to the Company and its Subsidiaries and it is entering into the transactions contemplated by this Agreement based on such investigation and, except for the specific representations and warranties made by the Sellers and/or the Company in
Section 4
or
Section 5
hereof, it is not relying upon any representation or warranty of any Seller, the Company or any Affiliate thereof or any officer, director, employee, agent or advisor thereof, nor upon the accuracy of any record, projection or statement made available or given to Buyer in the performance of such investigation, (ii) it has had access to the Company and its Subsidiaries and their respective books and records, contracts, agreements and documents (including Tax Returns and related documents), and employees, agents and representatives, and (iii) it has had such opportunity to seek accounting, legal, tax or other advice or information in connection with its entry into this Agreement and the other documents referred to herein relating to the consummation of the transactions contemplated hereby and thereby as it has seen fit.
|
6.9
|
Solvency
. As of the Closing, assuming the accuracy of each Seller’s and the Company’s representations and warranties, and after giving effect to all of the transactions contemplated by this Agreement, the Company will be Solvent. For purposes of this
Section 6.9
, “
Solvent
” means that, with respect to any Person and as of any date of determination, (i) the amount of the “present fair saleable value” of the assets of such Person, will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise,” as of such date, as such quoted terms are generally determined in accordance with applicable federal laws governing determinations of the insolvency of debtors, (ii) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its indebtedness as its indebtedness becomes absolute and matured, (iii) such Person will not have, as of such date,
|
6.10
|
No Other Representations or Warranties.
Except for the representations and warranties made by Buyer or relating to Buyer contained in this
Section 6
, Buyer makes no express or implied representation or warranty relating to Buyer.
|
7.
|
Covenants of the Company, the Sellers and the Sellers Representative.
|
7.1
|
Conduct of the Business.
Except as contemplated by this Agreement, as set forth on
Schedule 7.1
, as required by Law, in connection with the entry into customary sale bonus agreements covered by the definition of Company Transaction Expenses (
provided
, that the Sellers and the Company provide prior written notice to Buyer of any such sale bonus agreement that would or reasonably would be expected to result in a payment of $100,000 or more to any one Person) or as otherwise consented to or requested in writing by Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, from the date hereof through the Closing or earlier termination of this Agreement in accordance with
Section 12
, each of the Sellers and the Company covenants and agrees: (w) to use its Reasonable Efforts to maintain and preserve substantially intact the Company’s and each of its Subsidiaries’ business organization and advantageous business relationships, including the Distributor Contracts, and retain the services of their officers and employees; (x) except for competitively sensitive information specific to the Bonine or Sucrets brands (for which such correspondence shall solely be provided to Buyer’s legal counsel and other outside advisors), promptly to provide to Buyer copies of all written correspondence received by Emerson Group, Emerson Healthcare or the Company or any of its Subsidiaries from the five (5) largest retailers (by revenue) within the Emerson Group or Emerson Healthcare distribution network concerning product de-listings, and/or store count changes of five percent (5%) or more; (y) to disclose to Buyer (and provide Buyer copies of) any written notice or other communication received by the Company, any of its Subsidiaries or any Seller from any third party relating to a default or event which, with or without notice or lapse of time or both, would become a default, received subsequent to the date of this Agreement, under any Contract to which the Company or any of its Subsidiaries is a party or is subject, or any written notice or other communication received by the Company, any of its Subsidiaries or any Seller from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; and (z) to cause the Company and each of its Subsidiaries not to:
|
7.2
|
Filings; Consents; Etc.
Unless a higher standard of effort is expressly set forth herein with respect to a particular matter, each of the Sellers and the Company shall use Reasonable Efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable in compliance with applicable Laws to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby. Without limiting the generality of the foregoing, each of the Sellers and the Company shall give all material notices, make all material required filings with or applications to Governmental Authorities, and use Reasonable Efforts to obtain all material consents of all third parties set forth in Section 5.3 of the Disclosure Schedule, including Apotex Inc., as required under the terms of that certain Cross License and Supply Agreement, dated February 14, 2012, by and between Apotex Inc. and Insight LLC (which such consent the Company shall seek at its sole cost and expense), and all Governmental Authorities, necessary for the Parties to consummate the transactions contemplated hereby, and shall use Reasonable Efforts to ensure that each of the Distributor Contracts are amended in a manner consistent with the terms set forth in Section 7.2 of the Disclosure Schedule. In addition, each of the Sellers and the Company agrees to use Reasonable Efforts to cooperate with Buyer in connection with the foregoing, including using Reasonable Efforts to (x) oppose, lift or rescind any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the transactions contemplated hereby, and (y) cause the conditions set forth in
Section 9.1
and
9.2
to be satisfied and to consummate the transactions contemplated hereby. Notwithstanding the foregoing, all of the provisions of this
Section 7.2
shall be subject to
Section 13.2
and in the event of a conflict,
Section 13.2
shall control.
|
7.3
|
No Solicitation.
From and after the date of this Agreement until the earlier of the termination of this Agreement or the Closing, each of the Sellers and the Company will not, will not permit the Subsidiaries of the Company or its or their directors, officers, employees or representatives to, and will direct each of their respective Affiliates not to, directly or indirectly, (i) solicit, initiate, or encourage any Acquisition Proposal, (ii) engage in negotiations or discussions (except for any internal discussions among the members of the board of directors of and the investors in the Company) concerning, or provide any information to any Person in connection with, any Acquisition Proposal, or (iii) agree to or approve any Acquisition Proposal;
provided
, that for purposes of this sentence, the term “Affiliates” shall be deemed not to include any portfolio company controlled directly or indirectly by any Seller or by Teachers’ Private Capital, the private equity division of Ontario Teachers’ Pension Plan Board, and shall not include any Affiliate of 1829356 Ontario Limited that is not controlled, directly or indirectly, by Teachers’ Private Capital. As used herein, the term “
Acquisition Proposal
” shall mean any proposal relating to a possible (A) sale, lease or other disposition, directly or indirectly, by merger, consolidation, share exchange or otherwise, of a material portion of the assets of the Company or any of its Subsidiaries, or (B) issuance, sale or
|
7.4
|
Updated Disclosures; Interim Financial Statements.
|
7.5
|
Reasonable Access.
From the date of this Agreement until the Closing or the earlier termination of this Agreement, and subject to applicable Law, the Company shall give Buyer and its representatives, upon reasonable advance notice, reasonable access, during normal business hours, to the assets, properties, books, records, agreements and senior management of the Company and its Subsidiaries, and the Company shall permit Buyer to make such inspections as Buyer may reasonably require;
provided
, however, that such access shall not extend to any sampling or analysis of soil, groundwater, building materials or other environmental media of the sort generally referred to as a Phase II environmental investigation.
|
7.6
|
Financing Assistance; Sale Assistance; Etc.
|
8.
|
Covenants of Buyer.
|
8.1
|
Filings; Consents; Etc.
Unless a higher standard of effort is expressly set forth herein with respect to a particular matter, Buyer shall use Reasonable Efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable in compliance with applicable Laws to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby. Without limiting the generality of the foregoing, Buyer shall give all notices, make all material required filings with or applications to Governmental Authorities, and use Reasonable Efforts to obtain all material consents of all third parties, including Governmental Authorities, necessary for the Parties to consummate the transactions contemplated hereby. In addition, Buyer agrees to use Reasonable Efforts to cooperate with the Company in connection with the foregoing, including using Reasonable Efforts to (i) oppose, lift or rescind any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the transactions contemplated hereby, and (ii) to cause the conditions set forth in
Section 9.1
and
Section 9.3
to be satisfied and to consummate the transactions contemplated herein. Notwithstanding the foregoing, (x) except as provided in
Section 13.15
, in no event shall the provisions of this
Section 8.1
require Buyer to expend any funds in, or otherwise in connection with, the giving of notices, the making of filings with or applications to Governmental Authorities or the obtaining of material consents and (y) all of the provisions of this
Section 8.1
shall be subject to
Section 13.2
and in the event of a conflict,
Section 13.2
shall control.
|
8.2
|
Post-Closing Access to Books and Records.
From and after the Closing, to the extent permitted by Law or contractual obligation and subject to keeping intact any privilege relating to such information and the confidentiality obligations set forth in any of the Ancillary Agreements, Buyer shall cause the Company and its Subsidiaries to provide the Sellers Representative and its authorized representatives with reasonable access (for the purpose of examining and copying), during normal business hours upon reasonable advance written notice to Buyer, to the books and records of the Company solely with respect to periods prior to and including the Closing Date in connection with any reasonable business justification previously disclosed in writing to the Company whether or not relating to or arising out of this Agreement or the transactions contemplated hereby. For purposes of clarity, in no event shall the foregoing be deemed to limit the Parties’ obligations set forth in
Section 10.5
.
|
9.
|
Conditions Precedent to the Closing.
|
9.1
|
Conditions Precedent to Each Party’s Obligations.
The respective obligations of each Party to consummate the transactions contemplated hereby will be subject to the satisfaction, at or prior to
|
9.2
|
Conditions Precedent to Obligations of Buyer.
The obligations of Buyer under this Agreement to consummate the transactions contemplated hereby will be subject to the satisfaction, at or prior to the Closing, of all of the following conditions, any one or more of which may be waived in writing at the option of Buyer:
|
9.3
|
Conditions Precedent to Obligations of the Company and the Sellers.
The obligations of the Company and the Sellers under this Agreement to consummate the transactions contemplated hereby will be subject to the satisfaction, at or prior to the Closing, of all the following conditions, any one or more of which may be waived in writing at the option of the Company and the Sellers Representative, as applicable:
|
10.
|
Tax Matters.
|
10.1
|
Tax Indemnification.
From and after the Closing, the Buyer Parties shall be indemnified and held harmless by the Sellers on a several but not joint basis in accordance with each Seller’s Pro Rata Portion from and against any Pre-Closing Taxes (which, for purposes of this
Section 10.1
, shall include any reasonable out-of-pocket expenses incurred in preparing any Tax Returns with respect thereto or conducting any audit arising therefrom).
|
10.2
|
Straddle Period.
In the case of any Straddle Period, (i) the amount of any Taxes based upon or measured by income or receipts of the Company and its Subsidiaries for the Pre-Closing Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Company or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time), and (ii) the amount of other Taxes of the Company and its Subsidiaries for a Straddle Period which relate to the Pre-Closing Period shall be deemed to be the amount of such Tax for the entire taxable period
multiplied
by a fraction, the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in the Straddle Period.
|
10.3
|
Responsibility for Filing Tax Returns.
|
10.4
|
Post-Closing Actions.
Neither Buyer nor any Affiliate of Buyer (including, after the Closing, the Company and its Subsidiaries) shall file, amend, re-file or otherwise modify any Tax Return relating in whole or in part to the Company or any of its Subsidiaries for any periods (or portion thereof) ending on or before the Closing Date, without the prior written consent of the Sellers Representative, not to be unreasonably withheld or delayed. The Sellers Representative (on behalf of the Sellers) shall be entitled to receive payment from Buyer or any of its Subsidiaries (including, after the Closing, the Company and its Subsidiaries) of any refund of Pre-Closing Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing Date or otherwise, except to the extent attributable to any Tax attribute arising in a Tax period beginning after the Closing Date), but excluding any Tax receivables included in the calculation of the Actual Net Working Capital (as finally determined), with respect to any Tax period ending on or prior to the Closing Date and the pre-Closing portion of any Straddle Period of the Company and its Subsidiaries that is actually received by Buyer or any of its Subsidiaries (including, after the Closing, the Company and its Subsidiaries), as additional consideration in connection with the consummation of the transactions contemplated hereby. Buyer and its Subsidiaries (including, after the Closing, the Company and its Subsidiaries) shall cooperate with the Sellers Representative, to the extent reasonably requested, in obtaining any refund to which the Sellers Representative (on behalf of the Sellers) is entitled under this
Section 10.4
. All such refunds shall be claimed in cash rather than as a credit against future Tax Liabilities. Notwithstanding anything in this Agreement to the contrary, in the event that a refund to which the Sellers Representative (on behalf of the Sellers) is entitled under this
Section 10.4
is subsequently determined by any Taxing Authority to be less than the amount paid by Buyer to the Sellers Representative (on behalf of the Sellers), the Sellers Representative (on behalf of the Sellers) shall promptly return any such disallowed amounts (
plus
any interest in respect of such disallowed refunds owed to a Taxing Authority) to Buyer.
|
10.5
|
Cooperation and Records Retention.
The Sellers Representative and Buyer shall (i) each provide the other, and Buyer shall, after the Closing, cause the Company and its Subsidiaries to provide the Sellers Representative, with such assistance as may be reasonably requested by any of them in connection with the preparation of any Tax Return, audit, or other examination by any Taxing Authority or judicial or administrative proceedings relating to any Liability for Taxes, (ii) each retain and provide the other, and Buyer shall, after the Closing, cause the Company and its Subsidiaries to retain and provide the Sellers Representative with, any records or other information that may be relevant to such Tax Return, audit or examination, proceeding, or determination, and (iii) each provide the other with any final determination of any such audit or examination, proceeding, or determination that affects any amount required to be shown on any Tax Return of the other or the Company or any of its Subsidiaries for any period. Without limiting the generality of the foregoing, Buyer shall retain, and shall, after the Closing, cause the Company and its Subsidiaries to retain, and the Sellers Representative shall retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all Tax Returns, supporting work schedules, and other records or information that may be relevant to such returns for all Tax periods or portions thereof ending before or including the Closing Date, and shall provide copies of such records at the other Party’s
|
10.6
|
Tax Proceedings.
|
10.7
|
Adjustments to the Purchase Price.
Buyer and the Sellers agree to treat any amounts payable after the Closing by the Sellers to Buyer (or by Buyer to the Sellers) pursuant to this Agreement as an adjustment to the purchase price payable hereunder, unless a final determination by the appropriate Taxing Authority or court of competent jurisdiction causes any such payment not to be treated as an adjustment to the purchase price payable hereunder for Tax purposes.
|
10.8
|
Transfer Taxes.
Buyer, on the one hand, and the Sellers, on the other hand, shall each pay one-half of all transfer, sales, use, gains, documentary, stamp, registration and other similar Taxes, and all conveyance fees, recording charges and other fees and charges imposed as a result of the transactions contemplated by this Agreement (collectively, “
Transfer Taxes
”), and any penalties or interest with respect to Transfer Taxes.
|
11.
|
Survival; Indemnification.
|
11.1
|
Survival.
|
11.2
|
Indemnification by the Sellers.
|
11.3
|
Indemnification by Buyer.
Buyer shall indemnify, protect, defend and hold and save harmless each Seller and its equityholders, managers, directors, officers, partners, employees, agents, successors and assigns (collectively, the “
Seller Parties
”) from and against any Losses any of the Seller Parties shall suffer, sustain or become subject to, through and after the date of the claim for indemnification, resulting from (i) any breach or inaccuracy of any representation or warranty of Buyer in
Section 6
of this Agreement, or (ii) any nonfulfillment or breach of any covenant or agreement on the part of Buyer set forth in this Agreement.
|
11.4
|
Indemnifiable Losses.
All Losses for which the Buyer Parties are entitled to seek indemnification pursuant to
Section 11.2
are referred to herein as “
Buyer Indemnifiable Losses
.” All Losses for which the Sellers are entitled to seek indemnification pursuant to
Section 11.3
are referred to herein as “
Seller Indemnifiable Losses
.” Buyer Indemnifiable Losses and Seller Indemnifiable Losses are collectively referred to herein as “
Indemnifiable Losses
.” Notwithstanding anything to the contrary in this Agreement, including in the definitions of Losses, Liabilities, or otherwise, in no case shall any Buyer Party be entitled to recover from any Seller hereunder any consequential, special, punitive, indirect, or exemplary damages except for and to the extent such damages are sought and actually obtained by a third party in a Third Party Claim. In addition to the limitations set forth elsewhere in this Agreement, in no event shall any Seller be liable for any Buyer Indemnifiable Losses in excess of the amount of proceeds actually received by such Seller hereunder.
|
11.5
|
Limitations on Indemnification.
The indemnification obligations of the Sellers set forth in
Section 11.2
shall be subject to the following limitations:
|
11.6
|
Indemnification Procedures.
|
11.7
|
Calculation of Indemnification Payments.
|
11.8
|
No Contribution or Circular Recovery.
The Sellers shall not have any right of contribution against Buyer, the Company, any of their respective Subsidiaries or any other Buyer Party with respect to any Buyer Indemnifiable Losses. The Sellers hereby agree that they shall not make any claim for indemnification against Buyer, the Company (following the Closing), any of their respective Subsidiaries or any other Buyer Party by reason of the fact that the Sellers or any of their agents or other representatives was a controlling person, equityholder director, officer, manager, employee, agent or other representative of the Company or any of its Subsidiaries or was serving as such for another Person at the request of the Company or any of its Subsidiaries (whether such claim is for losses of any kind or otherwise and whether such claim is pursuant to any Law, Organizational Document, contractual obligation or otherwise) with respect to any claim brought by Buyer against such Person pursuant to
Section 11
of this Agreement.
|
11.9
|
Certain Determinations.
Notwithstanding anything to the contrary contained in this Agreement, for purposes of determining whether there has been a breach and the amount of any Losses that are the subject matter of a claim for indemnification hereunder, each representation and warranty in this Agreement shall be read without regard and without giving effect to the term(s) “material” or “Material Adverse Effect” or similar qualifiers as if such words and surrounding related words (e.g. “reasonably be expected to,” “could have” and similar restrictions and qualifiers) were deleted from such representation and warranty, (i) except where any such provision requires disclosure of lists of items of a material nature or above a specified threshold in which case such provision shall not deleted for purposes of determining the lists of items which must be disclosed, including with respect to the definition of “Material Contracts” and all uses of such defined term, and (ii) except for purposes of
Section 5.23
.
|
11.10
|
Mitigation
. Each Party seeking indemnification hereunder shall use Reasonable Efforts to mitigate any Losses as soon as reasonably practicable after such party becomes aware of any event which such party believes does, or could reasonably be expected to, give rise to Losses for which such party would seek indemnification hereunder.
|
11.11
|
Exclusive Remedy
. Following the Closing Date, the respective rights of the Buyer Parties and the Seller Parties to indemnification pursuant to
Section 10
or this
Section 11
shall be the sole and exclusive remedy available to such parties with respect to any and all claims with respect to the subject matter of this Agreement or the transactions set forth herein (including, without limitation, with respect to any Environmental Laws) (other than disputes under
Section 2.4
, which disputes under
Section 2.4
shall be resolved in accordance with the dispute resolution mechanism set forth in
Section 2.4
). Notwithstanding the foregoing, (i) nothing herein shall limit or impair any party’s right to obtain specific performance or other injunctive relief with respect to any breach or anticipated breach of this Agreement or limit a cause of action in the case of actual, intentional (and not constructive or any other type of) fraud, and (ii) the limitations on remedies contained in this
Section 11.11
do not apply to the Ancillary Agreements.
|
12.
|
Termination.
|
12.1
|
Termination.
This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing only as follows:
|
12.2
|
Effect of Termination.
In the event of termination of this Agreement pursuant to
Section 12.1
, this Agreement will become void and have no further force or effect, without any Liability on the part of the Sellers, the Company, the Sellers Representative or Buyer, other than the provisions of this
Section 12.2
,
Section 11
(to the extent applicable) and
Section 13
which will each survive any termination of this Agreement;
provided
,
however
, that nothing herein will relieve any Party from any Liability for any willful breach of this Agreement by such Party occurring prior to such termination. A Party’s right to terminate this Agreement is in addition to, and not in lieu of, any other legal or equitable rights or remedies which such Party may have.
|
13.
|
Miscellaneous.
|
13.1
|
Sellers Representative.
|
13.2
|
Regulatory Filings.
|
13.3
|
Press Releases and Announcements.
Prior to Closing, no Party shall, nor shall it permit any of its managers, directors, officers, employees, agents, or representatives to, issue any press release or public announcement relating to the subject matter of this Agreement without the prior written approval of the other Parties. Following the Closing, no Party shall, nor shall it permit any of its agents or representatives to, issue any press release or public announcement relating to the subject matter of this Agreement without the prior written approval of the other Parties, unless the information to be contained in such a press release or public announcement is already available to the public or , with respect to public announcements and press releases by Buyer, in the industry in which the Company and/or its Subsidiaries operate, other than as a result of a breach of this provision by the issuing Party;
provided
,
however
, that both prior to and following the Closing, any Party may make any public disclosure it believes in good faith is required by Law, including the rules or regulations of any United States or foreign securities exchange, in which case the disclosing Party will advise the other Parties prior to making the disclosure and shall insofar as may be practicable reflect on such disclosure substantially all reasonable comments of the other Parties;
provided
further
, that (i) any Seller may disclose this Agreement and the transactions contemplated hereby to the extent required for financial reporting purposes and to its investors, employees, accountants, advisors and other representatives as necessary in connection with the ordinary conduct of its business (so long as such Persons agree to or are bound by Contract to keep the terms of this Agreement confidential) and (ii) Buyer may disclose this Agreement and the transactions contemplated hereby to its employees, accountants, advisors and other representatives as necessary in connection with the ordinary conduct of its business (so long as such Persons agree to or are bound by Contract to keep the terms of this Agreement confidential).
|
13.4
|
Specific Performance.
The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by Buyer, the Company or the Sellers, as applicable, in accordance with their specific terms or were otherwise breached by Buyer, the Company or the Sellers, as applicable. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions, without any requirement to post or provide any bond or other security in connection therewith, to prevent breaches of this Agreement by any of Buyer, the Company or the Sellers, as applicable, and to enforce specifically the terms and provisions hereof against Buyer, the Company or the Sellers, as applicable, in any court having jurisdiction, this being in addition to any other remedy to which the parties hereto are entitled at law or in equity.
|
13.5
|
No Third Party Beneficiaries.
Except with respect to each of the Debt Financing Sources, who shall be third party beneficiaries of this
Section 13.5
and
Sections 13.11
,
13.12
and
13.13
hereof, nothing herein expressed or implied is intended or shall be construed to confer upon or give to any Person, other than as is expressly provided herein including with respect to, the Parties, the Buyer Parties and the Seller Parties any rights or remedies under or by reason of this Agreement.
|
13.6
|
Entire Agreement.
This Agreement (including the other documents referred to herein) constitutes the entire agreement among the Parties and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, that may have related in any way to the subject matter hereof.
|
13.7
|
Succession and Assignment.
This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign this Agreement or any of such Party’s rights, interests, or obligations hereunder without the prior
|
13.8
|
Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Agreement, any and all agreements and instruments executed and delivered in accordance herewith, along with any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine or e-mail delivery of a “.pdf” or similar format data file, shall be treated in all manner and respects and for all purposes as an original signature, agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No Party hereto shall raise the use of a facsimile machine or e-mail delivery of a “.pdf” or similar format data file to deliver a signature to this Agreement or any amendment hereto or the fact that such signature was transmitted or communicated through the use of a facsimile machine or e-mail delivery of a “.pdf” or similar format data file as a defense to the formation or enforceability of a contract, and each Party hereto forever waives any such defense.
|
13.9
|
Notices.
All notices, requests, demands, claims, and other communications hereunder will be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given (i) three (3) Business Days after it is sent by registered or certified mail, return receipt requested, postage prepaid, (ii) one day after receipt is electronically confirmed, if sent by fax (provided that a hard copy shall be promptly sent by first class mail), or (iii) one Business Day following deposit with a recognized national overnight courier service for next day delivery, charges prepaid, and, in each case, addressed to the intended recipient as set forth below:
|
If to the Company (prior to the Closing):
|
With a copy to (which shall not constitute notice to):
|
Insight Pharmaceuticals Corporation
900 Northbrook Drive, Suite 200
Trevose, PA 19053
Facsimile: (267) 852-0514
Attention: Gary Downing
Jim Berwick
|
Kirkland & Ellis LLP
555 California Street, Suite 2700
San Francisco, CA 94104
Facsimile: (415) 439-1500
Attention: David A. Breach, P.C.
Noah Boyens
|
If to any Seller or the Sellers Representative:
|
With a copy to (which shall not constitute notice to):
|
Swander Pace Capital
100 Spear Street, Suite 1900
San Francisco, CA 94105
Facsimile: (415) 477-8510
Attention: C. Morris Stout
|
Kirkland & Ellis LLP
555 California Street, Suite 2700
San Francisco, CA 94104
Facsimile: (415) 439-1500
Attention: David A. Breach, P.C.
Noah Boyens
|
If to Buyer or the Company (post-Closing):
|
With a copy to (which shall not constitute notice to):
|
c/o Prestige Brands Holdings, Inc.
660 White Plains Road, Suite #250
Tarrytown, NY 10591
Facsimile: (914) 524-7488
Attention: Samuel C. Cowley, General
Counsel and Vice President,
Business Development
|
Reed Smith LLP
10 South Wacker Drive, 40
th
Floor
Chicago, IL 60606
Facsimile: (312) 207-6400
Attention: Seth M. Hemming
Michelle L. Moore
|
13.10
|
Governing Law.
This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
|
13.11
|
CONSENT TO JURISDICTION.
EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE APPLICABLE STATE OR FEDERAL COURTS SITTING IN WILMINGTON, DELAWARE, FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND EACH OF THE PARTIES AGREES NOT TO COMMENCE ANY LEGAL PROCEEDING RELATED THERETO EXCEPT IN SUCH COURTS. EACH OF THE PARTIES IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH HE, SHE OR IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH COURT OR THAT SUCH ACTION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EACH OF THE PARTIES HERETO: (I) AGREES THAT IT WILL NOT BRING OR SUPPORT ANY PERSON IN ANY ACTION OF ANY KIND OR DESCRIPTION, WHETHER
|
13.12
|
WAIVER OF TRIAL BY JURY.
TO THE EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE ANCILLARY AGREEMENTS OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY OF THE PARTIES IN CONNECTION HEREWITH (INCLUDING IN THE CASE OF ANY ACTION AGAINST ANY DEBT FINANCING SOURCE (OR ITS AFFILIATES) IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED UNDER THE DEBT COMMITMENT LETTER). THE PARTIES HEREBY EXPRESSLY ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR THEM TO ENTER INTO THIS AGREEMENT.
|
13.13
|
Amendments and Waivers.
No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by Buyer, the Company and the Sellers Representative. No waiver by any Party of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent occurrence of such kind. Notwithstanding anything in this Agreement to the contrary,
Sections 13.5
,
13.11
,
13.12
and this
13.13
hereof (and any provision of this Agreement to the extent an amendment, modification, waiver or termination of such provision would modify the substance of
Sections 13.5
,
13.10
13.11
,
13.12
and this
13.13
hereof) may not be amended, modified, waived or terminated in a manner that impacts or is adverse in any respect to the Debt Financing Sources without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter on the date of this Agreement.
|
13.14
|
Severability.
Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the invalid or unenforceable term or provision in any other situation or in any other jurisdiction. If a final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration,
|
13.15
|
Expenses.
Each of the Parties will bear such Party’s own costs and expenses (including fees and expenses of legal counsel, investment bankers, brokers or other representatives or consultants) incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby, whether or not such transactions are consummated;
provided
,
however
, for purposes of clarity, in the event of a conflict between the foregoing and
Section 1.1
,
Section 7.6.4
,
Section 10.8
, or
Section 13.2
, then such other provision shall control.
|
13.16
|
Further Assurances.
Each of Buyer, the Company, the Sellers and the Sellers Representative shall use Reasonable Efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable in compliance with applicable Laws to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby, including, as and when reasonably requested by any Party hereto, executing and delivering, or causing to be executed and delivered, all such documents and instruments, and taking, or causing to be taken, all such further or other actions as the requesting Party may reasonably deem necessary or desirable to evidence and effectuate the transactions contemplated by this Agreement.
|
13.17
|
Construction.
The Parties have jointly participated in the negotiation and drafting of this Agreement. In the event of an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumptions or burdens of proof shall arise favoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to “Sellers” herein shall be deemed to refer both to each Seller on an individual basis and also to the Sellers on a collective basis. As used in this Agreement, the words “including” and “include” shall mean by way of example and not by way of limitation and shall be deemed to be followed by the phrase “without limitation” in each instance, the word “or” is not exclusive and the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. Each defined term used in this Agreement shall have a comparable meaning when used in its plural or singular form. Unless the context otherwise requires, references herein: (i) to Sections, Exhibits and Schedules mean the Sections of and the Exhibits and Schedules attached to this Agreement, (ii) to an agreement, instrument or document means such agreement, instrument or document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and not prohibited by this Agreement and (iii) to a Law means such Law as amended from time to time and includes any successor legislation thereto. The headings and captions used in this Agreement, or in any Schedule or Exhibit hereto are for convenience of reference only and do not constitute a part of this Agreement and shall not be deemed to limit, characterize or in any way affect any provision of this Agreement or any Schedule or Exhibit hereto. Any capitalized terms used in any Schedule or Exhibit attached hereto and not otherwise defined therein shall have the meanings set forth in this Agreement. All amounts payable hereunder and set forth in this Agreement are expressed in U.S. dollars, and all references to dollars (or the symbol “$”) contained herein shall be deemed to refer to United States dollars. The Parties intend that each representation, warranty and agreement contained in this Agreement will have independent significance. If any Party has breached any representation, warranty or agreement in any respect, the fact that there exists another representation, warranty or agreement relating to the same subject matter (regardless of the relative levels of specificity) that the Party has not breached will not detract from or mitigate the fact that the Party is in breach of the first representation, warranty or agreement.
|
13.18
|
Directors and Officers
. For a period of six (6) years after the Closing, Buyer shall not, and shall not permit the Company or any of its Subsidiaries to, amend, repeal or modify (in a manner adverse to the beneficiary thereof) any provision in such Person’s certificates of incorporation, bylaws, limited liability company agreement or comparable governing documents relating to the exculpation or indemnification of, or advancement of expenses to, any officers, directors or managers, it being the intent of the parties hereto that the officers, directors and managers of the Company and its Subsidiaries on the date hereof shall continue to be entitled to such exculpation, indemnification and advancement to the full extent of the Law. The provisions of this
Section 13.18
are intended to be for the benefit of, and enforceable by, any Person who is on the date hereof, or who becomes prior to the Closing Date, an officer, director or manager of the Company or any Subsidiary of the Company and each such Person’s estate, heirs and representatives, and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have pursuant to law, the organizational documents of the Company or any Subsidiary of the Company, contract or otherwise.
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COMPANY
:
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INSIGHT PHARMACEUTICALS CORPORATION
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By:
/s/ Gary Downing
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Name:
Gary Downing
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Title:
Chief Executive Officer
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[Signatures continue on the following page.]
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SELLERS
:
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SPC PARTNERS IV, L.P.
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By: Swander Pace Capital IV, L.P., its general partner
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By: SPC Management IV, LLC, its general partner
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By:
/s/ C. Morris Stout
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Name: C. Morris Stout
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Title: Managing Director
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[Signatures continue on the following page.]
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RANDOLPH STREET INVESTMENT PARTNERS, L.P. – 2008 DIF
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By:
/s/ Jack S. Levin
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Name:
Jack S. Levin
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Title: Manager, Randolph Street Investment Management, LLC.
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the Releasor’s General Partner
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[Signatures continue on the following page.]
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ARES CAPITAL CORPORATION
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By:
/s/ R. Kipp deVeer
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Name:
R. Kipp deVeer
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Title:
Authorized Signatory
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[Signatures continue on the following page.]
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1829356 ONTARIO LIMITED
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By:
/s/ Raymond Shiu
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Name:
Raymond Shiu
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Title:
Authorized Signatory
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[Signatures continue on the following page.]
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TOWER SQUARE CAPITAL PARTNERS III, L.P.
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By: Babson Capital Management LLC, as Investment Manager
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By:
/s/ Christopher P. Dowd
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Name:
Christopher P. Dowd
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Title:
Managing Director
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TOWER SQUARE CAPITAL PARTNERS III-A, L.P.
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By: Babson Capital Management LLC, as Investment Manager
|
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By:
/s/ Christopher P. Dowd
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Name:
Christopher P. Dowd
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Title:
Managing Director
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TOWER SQUARE CAPITAL PARTNERS III-B, L.P.
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By: Babson Capital Management LLC, as Investment Manager
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By:
/s/ Christopher P. Dowd
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Name:
Christopher P. Dowd
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Title:
Managing Director
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[Signatures continue on the following page.]
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GE CAPITAL EQUITY INVESTMENTS, INC.
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By:
/s/ Phillip Croff
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Name:
Phillip Croff
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Title:
Duty Authorized Signatory
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[Signatures continue on the following page.]
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NEWSTONE CAPITAL PARTNERS II, L.P.
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By: Newstone Partners II, L.P., its general partner
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By: Newstone Partners II, L.P., its general partner
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By:
/s/ Timothy P. Costello
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Name:
Timothy P. Costello
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Title:
Managing Director
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[Signatures continue on the following page.]
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/s/ Scott Emerson
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Scott Emerson
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[Signatures continue on the following page.]
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/s/ Robert Casele
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Robert Casale
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[Signatures continue on the following page.]
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/s/ Lisa Casolina
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Lisa Casolina
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[Signatures continue on the following page.]
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/s/ Michael Dau
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Michael Dau
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[Signatures continue on the following page.]
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/s/ Gary Downing
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Gary Downing
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[Signatures continue on the following page.]
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/s/ Brad Doyle
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Brad Doyle
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[Signatures continue on the following page.]
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/s/ Larry Freedman
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Larry Freedman
|
[Signatures continue on the following page.]
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/s/ Rebecca Goslee
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Rebecca Goslee
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[Signatures continue on the following page.]
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/s/ Stephanie Gregg
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Stephanie Gregg
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[Signatures continue on the following page.]
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/s/ Cassandra Hallberg
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Cassandra Hallberg
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[Signatures continue on the following page.]
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/s/ Jim Berwick
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Jim Berwick
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[Signatures continue on the following page.]
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/s/ Dennis Kinsey
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Dennis Kinsey
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[Signatures continue on the following page.]
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/s/ Jennifer Moyer
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Jennifer Moyer
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[Signatures continue on the following page.]
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/s/ Umberto (Al) Parrotta
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Umberto (Al) Parrotta
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[Signatures continue on the following page.]
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/s/ Lauren Shulz
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Lauren Shulz
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[Signatures continue on the following page.]
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/s/ Sharon Sulecki
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Sharon Sulecki
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[Signatures continue on the following page.]
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/s/ Troy Talarico
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Troy Talarico
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[Signatures continue on the following page.]
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/s/ Mickael Tukdarian
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Mickael Tukdarian
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[Signatures continue on the following page.]
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/s/ Jeff Vernimb 4-24-14
|
Jeff Vernimb
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[Signatures continue on the following page.]
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SELLERS REPRESENTATIVE
:
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SPC PARTNERS IV, L.P.
|
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By: Swander Pace Capital IV, L.P., its general partner
|
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By: SPC Management IV, LLC, its general partner
|
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By:
/s/ C. Morris Stout
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Name: C. Morris Stout
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Title: Managing Director
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[Signatures continue on the following page.]
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BUYER:
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MEDTECH PRODUCTS INC.
|
|
By:
/s/ Matt M. Mannelly
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Name:
Matthew M. Mannelly
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Title:
Chief Executive Officer
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Date Exercisable
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Number of Shares
|
|
|
|
|
|
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Date
|
Vested Percentage
|
Date of Grant
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0%
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3 years from Date of Grant
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100%
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SUBSIDIARIES LIST
|
|
|
|
|
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Direct and Indirect Subsidiaries
of Prestige Brands Holdings, Inc.
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|
|
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Name
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Jurisdiction of Incorporated/Organization
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Blacksmith Brands, Inc.
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Delaware
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Medtech Holdings, Inc.
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Delaware
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Medtech Products Inc.
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Delaware
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Prestige Brands Holdings, Inc.
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Virginia
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Prestige Brands, Inc.
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Delaware
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Prestige Brands International, Inc.
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Virginia
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Prestige Brands (UK) Limited
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England and Wales
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Prestige Services Corp.
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Delaware
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The Cutex Company
|
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Delaware
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The Spic and Span Company
|
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Delaware
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Wartner USA B.V.
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Netherlands
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PBH Australia Holding Company Pty Limited
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Australia
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Care Acquisition Company Pty Limited
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Australia
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Care Pharmaceuticals Pty Limited
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Australia
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Cellegy Australia Pty Limited
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Australia
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1.
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I have reviewed this Annual Report on Form 10-K of Prestige Brands Holdings, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
|
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(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;
|
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(b)
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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;
|
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(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
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(d)
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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
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5.
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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)
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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.
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Date: May 19, 2014
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/s/ MATTHEW M. MANNELLY
|
|
Matthew M. Mannelly
|
|
Chief Executive Officer
|
1.
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I have reviewed this Annual Report on Form 10-K of Prestige Brands Holdings, Inc.;
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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;
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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;
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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
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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)
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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.
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Date: May 19, 2014
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/s/ RONALD M. LOMBARDI
|
|
Ronald M. Lombardi
|
|
Chief Financial Officer
|
|
|
/s/
MATTHEW M. MANNELLY
|
|
|
|
Name: Matthew M. Mannelly
|
|
|
|
Title:
Chief Executive Officer
|
|
|
|
Date: May 19, 2014
|
|
|
|
/s/
RONALD M. LOMBARDI
|
|
|
|
Name: Ronald M. Lombardi
|
|
|
|
Title:
Chief Financial Officer
|
|
|
|
Date: May 19, 2014
|
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