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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, 2015
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o
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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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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, additional store brand competition or other 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 and for other input 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 based on adverse operating results;
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Our dependence on key personnel and the transition to a new CEO and CFO;
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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 and execute 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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North American and International 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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47.4
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94.8
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Clear Eyes®
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#2
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Eye Allergy/Redness Relief
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20.5
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97.4
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Compound W®
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#1
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Wart Removal
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34.8
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89.0
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Dramamine®
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#1
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Motion Sickness
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41.1
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93.8
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Efferdent®
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#2
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Denture Cleanser Tablets
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27.2
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98.4
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Little Remedies®
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#9
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Pediatric Healthcare
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3.4
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91.3
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Luden's®
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#3
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Cough Drops
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6.7
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94.5
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The Doctor’s® NightGuard®
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#2
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Bruxism (Teeth Grinding)
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24.0
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65.4
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The Doctor’s® Brushpicks®
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#2
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Disposable Dental Picks
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15.3
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60.8
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BC®/Goody's®
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#1
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Analgesic Powders
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98.9
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81.1
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Beano®
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#1
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Gas Prevention
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82.2
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94.6
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Debrox®
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#1
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Ear Wax Removal
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55.4
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85.9
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Gaviscon
®
(5)
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#1
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Upset Stomach Remedies
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16.3
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94.0
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Dermoplast®
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#3
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Pain Relief Sprays
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17.3
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74.7
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New-Skin®
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#1
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Liquid Bandages
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68.2
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91.6
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Fiber Choice®
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#5
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Fiber Laxative Supplements
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4.3
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86.0
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Ecotrin®
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#2
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Aspirin
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3.3
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88.4
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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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Hydralyte®
(6)
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#1
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Oral Rehydration
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85.5
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—
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Monistat®
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#1
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Vaginal Treatment-Anti-Fungal
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53.4
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90.3
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e.p.t™
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#3
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Pregnancy Test Kits
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10.0
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75.4
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Nix®
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#2
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Lice/Parasite Treatments
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13.3
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79.8
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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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8.6
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27.1
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Comet®
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#1
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Abrasive Tub and Tile Cleaner
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37.9
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90.2
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Spic and Span®
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#8
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Dilutable All Purpose Cleaner
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1.4
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46.3
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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 (Dollar General, Family Dollar, Fred's), 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 22, 2015.
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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 22, 2015. ACV measures the ratio of the weighted sales volume of stores that sell a particular product to all the stores that sell products in that market segment generally. For example, if a product is sold by 50% of the stores that sell products in that market segment, but those stores account for 85% of the sales volume in that market segment, that product would have an ACV of 85%. We believe that a high ACV evidences a product’s attractiveness to consumers, as major national and regional retailers will carry products that are attractive to their customers. Lower ACV measures would indicate that a product is not as available to consumers because the major retailers generally would not carry products for which consumer demand is not as high. For these reasons, we believe that ACV is an important measure for investors to gauge consumer awareness of the Company’s product offerings and of the importance of those products to major retailers.
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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 February 7, 2015. Figures represent national, all channel retail sales data in the food, drug, mass merchandise (e.g. Walmart), general merchandise (e.g. Dollarama), and warehouse club stores (e.g. 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 include the
Fess
line of cold/allergy and saline nasal health products, which is the leading saline spray for both adults and children in Australia, and
Hydralyte
, which is the leading OTC brand in oral rehydration in Australia
.
Market information was generated by IMS Australian Proprietary Index, an independent market research firm, for the period ending March 31, 2015.
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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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2015
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56.8
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11.4
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0.9
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2014
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56.2
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8.1
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0.5
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2013
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55.4
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8.3
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1.7
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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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North American Over-the-Counter ("OTC") Healthcare;
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International Over-the-Counter ("OTC") 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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2015
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2014
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2013
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Mass
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30.1
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29.6
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32.2
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Drug
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26.5
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23.5
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22.7
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Food
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18.4
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19.6
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19.4
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Dollar
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9.3
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9.0
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9.3
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Convenience
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5.7
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7.3
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5.9
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Club
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2.0
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3.0
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3.1
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Other
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8.0
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8.0
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7.4
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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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Difficulties in realizing the benefits of the acquired company or products;
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Higher costs of integration than we anticipated;
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Exposure to unexpected liabilities of the acquired business;
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Difficulties in retaining key employees of the acquired business who are necessary to operate the business;
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Difficulties in maintaining uniform standards, controls, procedures and policies throughout our acquired companies; or
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Adverse customer or stockholder reaction to the acquisition.
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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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Currency controls that restrict or prohibit the payment of funds or the repatriation of earnings to the United States;
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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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Compliance with laws and regulations concerning ethical business practices;
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Trade restrictions and exchange controls;
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Difficulties in staffing and managing international operations:
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•
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Difficulty in protecting our intellectual property rights in these markets; and
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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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Modify product formulations or processes;
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Suspend the sale of products with non-complying specifications; or
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Change product labeling, packaging, marketing, or advertising, recall non-compliant products, or take other corrective action.
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Increase our vulnerability to general adverse economic and industry conditions;
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Limit our ability to engage in strategic acquisitions;
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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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Limit our flexibility in planning for, or reacting to, changes in our business and the markets in which we operate;
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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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The timing of when we make acquisitions or introduce new products;
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Our inability to increase the sales of our existing products and expand their distribution;
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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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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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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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Our ability to recruit, train and retain qualified employees, and the costs associated with those activities;
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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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Litigation matters;
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Unanticipated increases in infrastructure costs;
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Impairment of goodwill or long-lived assets;
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Changes in interest rates; and
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Changes in accounting, tax, regulatory or other rules applicable to our business.
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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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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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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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a change in our decision to indefinitely reinvest foreign earnings;
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changes in accounting principles; and
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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, 2016
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||||
April 1, 2015 - April 30, 2015
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$
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45.00
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$
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39.10
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||||
Year Ended March 31, 2015
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||||
Quarter Ended
:
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||||
June 30, 2014
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$
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35.95
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$
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25.94
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September 30, 2014
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35.84
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30.55
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||
December 31, 2014
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38.15
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30.02
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||
March 31, 2015
|
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43.36
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33.25
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||
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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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35.21
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|
|
$
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25.51
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September 30, 2013
|
|
35.98
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|
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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
|
|
36.02
|
|
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24.94
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|
|
March 31,
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||||||||||||||||||||||
Company/Market/Peer Group
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
||||||||||||
Prestige Brands Holdings, Inc.
|
$
|
100.00
|
|
|
$
|
127.78
|
|
|
$
|
194.22
|
|
|
$
|
285.44
|
|
|
$
|
302.78
|
|
|
$
|
476.56
|
|
Russell 2000 Index
|
100.00
|
|
|
125.79
|
|
|
125.56
|
|
|
146.03
|
|
|
182.39
|
|
|
197.37
|
|
||||||
S&P SmallCap 600 Index
|
100.00
|
|
|
125.27
|
|
|
131.56
|
|
|
152.80
|
|
|
195.29
|
|
|
212.32
|
|
||||||
New Peer Group Index
(1)
|
100.00
|
|
|
130.68
|
|
|
190.40
|
|
|
200.61
|
|
|
263.89
|
|
|
405.49
|
|
||||||
Old Peer Group Index
(2)
|
100.00
|
|
|
129.52
|
|
|
149.82
|
|
|
197.24
|
|
|
290.64
|
|
|
340.83
|
|
(1)
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The New 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 new peer group index was constructed in 2015 in connection with the Company’s analysis of its compensation program in light of the Company's significant recent growth. The new peer group index is comprised of: (i) B&G Food Holdings Corp., (ii) Hain Celestial Group, Inc., (iii) Church & Dwight Co., Inc., (iv) Helen of Troy, Ltd., (v) Monster Beverage Corp., (vi) Impax Laboratories, Inc., (vii) Snyders-Lance Inc., (viii) Revlon, Inc., (ix) Lancaster Colony Corp, and (x) Akorn, Inc.
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(2)
|
The Old 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 old peer group index was constructed in 2013 in connection with the Company’s analysis of its executive compensation program. The
|
(In thousands, except per share data)
|
Year Ended March 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Income Statement Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
714,623
|
|
|
$
|
597,381
|
|
|
$
|
620,118
|
|
|
$
|
437,819
|
|
|
$
|
332,905
|
|
Cost of sales
(1)
|
308,400
|
|
|
261,830
|
|
|
276,381
|
|
|
213,701
|
|
|
165,632
|
|
|||||
Gross profit
|
406,223
|
|
|
335,551
|
|
|
343,737
|
|
|
224,118
|
|
|
167,273
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Advertising and promotion
|
99,651
|
|
|
84,968
|
|
|
87,151
|
|
|
53,861
|
|
|
39,292
|
|
|||||
General and administrative
(2)
|
81,273
|
|
|
48,481
|
|
|
51,467
|
|
|
56,700
|
|
|
41,960
|
|
|||||
Depreciation and amortization
|
17,740
|
|
|
13,486
|
|
|
13,235
|
|
|
10,734
|
|
|
9,876
|
|
|||||
Interest expense, net
|
81,234
|
|
|
68,582
|
|
|
84,407
|
|
|
41,320
|
|
|
27,317
|
|
|||||
Gain on sale of asset
|
(1,133
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gain on settlement
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,063
|
)
|
|
—
|
|
|||||
Loss on extinguishment of debt
|
—
|
|
|
18,286
|
|
|
1,443
|
|
|
5,409
|
|
|
300
|
|
|||||
Income from continuing operations before income taxes
|
127,458
|
|
|
101,748
|
|
|
106,034
|
|
|
61,157
|
|
|
48,528
|
|
|||||
Provision for income taxes
|
49,198
|
|
|
29,133
|
|
|
40,529
|
|
|
23,945
|
|
|
19,349
|
|
|||||
Income from continuing operations
|
78,260
|
|
|
72,615
|
|
|
65,505
|
|
|
37,212
|
|
|
29,179
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Discontinued Operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from discontinued operations, net of income tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
591
|
|
|||||
(Loss) gain on sale of discontinued operations, net of income tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(550
|
)
|
|||||
Net income available to common stockholders
|
$
|
78,260
|
|
|
$
|
72,615
|
|
|
$
|
65,505
|
|
|
$
|
37,212
|
|
|
$
|
29,220
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Income from continuing operations
|
$
|
1.50
|
|
|
$
|
1.41
|
|
|
$
|
1.29
|
|
|
$
|
0.74
|
|
|
$
|
0.58
|
|
Income (loss) from discontinued operations and gain (loss) from sale of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income
|
$
|
1.50
|
|
|
$
|
1.41
|
|
|
$
|
1.29
|
|
|
$
|
0.74
|
|
|
$
|
0.58
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Income from continuing operations
|
$
|
1.49
|
|
|
$
|
1.39
|
|
|
$
|
1.27
|
|
|
$
|
0.73
|
|
|
$
|
0.58
|
|
Income (loss) from discontinued operations and gain (loss) from sale of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income
|
$
|
1.49
|
|
|
$
|
1.39
|
|
|
$
|
1.27
|
|
|
$
|
0.73
|
|
|
$
|
0.58
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
52,170
|
|
|
51,641
|
|
|
50,633
|
|
|
50,270
|
|
|
50,081
|
|
|||||
Diluted
|
52,670
|
|
|
52,349
|
|
|
51,440
|
|
|
50,748
|
|
|
50,338
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other comprehensive income (loss)
|
(24,151
|
)
|
|
843
|
|
|
(91
|
)
|
|
(13
|
)
|
|
—
|
|
|||||
Comprehensive income
|
$
|
54,109
|
|
|
$
|
73,458
|
|
|
$
|
65,414
|
|
|
$
|
37,199
|
|
|
$
|
29,220
|
|
|
Year Ended March 31,
|
||||||||||||||||||
Other Financial Data
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Capital expenditures
|
$
|
6,101
|
|
|
$
|
2,764
|
|
|
$
|
10,268
|
|
|
$
|
606
|
|
|
$
|
655
|
|
Cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating activities
|
156,255
|
|
|
111,582
|
|
|
137,605
|
|
|
67,452
|
|
|
86,670
|
|
|||||
Investing activities
|
(805,258
|
)
|
|
(57,976
|
)
|
|
11,221
|
|
|
(662,206
|
)
|
|
(275,680
|
)
|
|||||
Financing activities
|
643,265
|
|
|
(41,153
|
)
|
|
(152,117
|
)
|
|
600,434
|
|
|
161,247
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
March 31,
|
||||||||||||||||||
Balance Sheet Data
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Cash and cash equivalents
|
$
|
21,318
|
|
|
$
|
28,331
|
|
|
$
|
15,670
|
|
|
$
|
19,015
|
|
|
$
|
13,334
|
|
Total assets
|
2,669,405
|
|
|
1,795,663
|
|
|
1,739,799
|
|
|
1,758,276
|
|
|
1,056,918
|
|
|||||
Total long-term debt, including current maturities
|
1,593,600
|
|
|
937,500
|
|
|
978,000
|
|
|
1,135,000
|
|
|
492,000
|
|
|||||
Stockholders’ equity
|
627,624
|
|
|
563,360
|
|
|
477,943
|
|
|
402,728
|
|
|
361,832
|
|
(1)
|
For 2015, 2014, 2013, 2012, and 2011, cost of sales included $2.2 million, $0.6 million, $6.1 million, $1.8 million and $7.3 million, respectively, of charges related to inventory step-up and other costs associated with acquisitions.
|
(2)
|
For 2015, 2014, 2012, and 2011, general and administrative expense included $13.9 million, $1.1 million, $13.8 million, and $7.7 million, respectively, of costs related to acquisitions. For 2012, an additional $1.7 million of unsolicited offer defense costs was included in general and administrative expense.
|
(In thousands)
|
September 3, 2014
|
||
|
|
||
Cash acquired
|
$
|
3,507
|
|
Accounts receivable
|
25,784
|
|
|
Inventories
|
23,559
|
|
|
Deferred income tax assets - current
|
860
|
|
|
Prepaids and other current assets
|
1,407
|
|
|
Property, plant and equipment
|
2,308
|
|
|
Goodwill
|
103,255
|
|
|
Intangible assets
|
724,374
|
|
|
Total assets acquired
|
885,054
|
|
|
|
|
||
Accounts payable
|
16,079
|
|
|
Accrued expenses
|
8,003
|
|
|
Deferred income tax liabilities - long term
|
107,799
|
|
|
Total liabilities assumed
|
131,881
|
|
|
Total purchase price
|
$
|
753,173
|
|
|
Year Ended March 31,
|
||||||
(In thousands, except per share data)
|
2015
|
|
2014
|
||||
|
(Unaudited)
|
||||||
Revenues
|
$
|
783,217
|
|
|
$
|
767,897
|
|
Net income
|
$
|
86,844
|
|
|
$
|
82,762
|
|
|
|
|
|
||||
Earnings per share:
|
|
|
|
||||
Basic
|
$
|
1.66
|
|
|
$
|
1.60
|
|
|
|
|
|
||||
Diluted
|
$
|
1.65
|
|
|
$
|
1.58
|
|
(In thousands)
|
April 30, 2014
|
||
|
|
||
Inventories
|
$
|
1,970
|
|
Property, plant and equipment, net
|
1,267
|
|
|
Goodwill
|
1,224
|
|
|
Intangible assets, net
|
73,580
|
|
|
Total assets acquired
|
78,041
|
|
|
|
|
||
Accrued expenses
|
38
|
|
|
Other long term liabilities
|
12
|
|
|
Total liabilities assumed
|
50
|
|
|
Net assets acquired
|
$
|
77,991
|
|
(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
|
|
|
March 31, 2015
|
||||||||||||||
(In thousands)
|
North American OTC
Healthcare |
|
International OTC
Healthcare |
|
Household
Cleaning |
|
Consolidated
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
$
|
263,411
|
|
|
$
|
20,440
|
|
|
$
|
6,800
|
|
|
$
|
290,651
|
|
|
|
|
|
|
|
|
|
||||||||
Intangible assets, net
|
|
|
|
|
|
|
|
||||||||
Indefinite-lived:
|
|
|
|
|
|
|
|
||||||||
Analgesics
|
341,122
|
|
|
2,077
|
|
|
—
|
|
|
343,199
|
|
||||
Cough & Cold
|
138,946
|
|
|
19,305
|
|
|
—
|
|
|
158,251
|
|
||||
Women's Health
|
532,300
|
|
|
1,692
|
|
|
—
|
|
|
533,992
|
|
||||
Gastrointestinal
|
213,639
|
|
|
61,068
|
|
|
—
|
|
|
274,707
|
|
||||
Eye & Ear Care
|
172,319
|
|
|
—
|
|
|
—
|
|
|
172,319
|
|
||||
Dermatologicals
|
217,227
|
|
|
1,999
|
|
|
—
|
|
|
219,226
|
|
||||
Oral Care
|
61,438
|
|
|
—
|
|
|
—
|
|
|
61,438
|
|
||||
Other OTC
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Household Cleaning
|
—
|
|
|
—
|
|
|
110,272
|
|
|
110,272
|
|
||||
Total indefinite-lived intangible assets, net
|
1,676,991
|
|
|
86,141
|
|
|
110,272
|
|
|
1,873,404
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Finite-lived:
|
|
|
|
|
|
|
|
||||||||
Analgesics
|
10,001
|
|
|
—
|
|
|
—
|
|
|
10,001
|
|
||||
Cough & Cold
|
78,846
|
|
|
689
|
|
|
—
|
|
|
79,535
|
|
||||
Women's Health
|
38,139
|
|
|
317
|
|
|
—
|
|
|
38,456
|
|
||||
Gastrointestinal
|
21,039
|
|
|
225
|
|
|
—
|
|
|
21,264
|
|
||||
Eye & Ear Care
|
30,219
|
|
|
—
|
|
|
—
|
|
|
30,219
|
|
||||
Dermatologicals
|
25,915
|
|
|
—
|
|
|
—
|
|
|
25,915
|
|
||||
Oral Care
|
15,845
|
|
|
—
|
|
|
—
|
|
|
15,845
|
|
||||
Other OTC
|
15,638
|
|
|
—
|
|
|
—
|
|
|
15,638
|
|
||||
Household Cleaning
|
—
|
|
|
—
|
|
|
24,423
|
|
|
24,423
|
|
||||
Total finite-lived intangible assets, net
|
235,642
|
|
|
1,231
|
|
|
24,423
|
|
|
261,296
|
|
||||
Total intangible assets, net
|
1,912,633
|
|
|
87,372
|
|
|
134,695
|
|
|
2,134,700
|
|
||||
Total goodwill and intangible assets, net
|
$
|
2,176,044
|
|
|
$
|
107,812
|
|
|
$
|
141,495
|
|
|
$
|
2,425,351
|
|
|
March 31, 2014
|
||||||||||||||
(In thousands)
|
North American OTC
Healthcare |
|
International OTC
Healthcare |
|
Household
Cleaning |
|
Consolidated
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
$
|
160,157
|
|
|
$
|
23,365
|
|
|
$
|
7,389
|
|
|
$
|
190,911
|
|
|
|
|
|
|
|
|
|
||||||||
Intangible assets, net
|
|
|
|
|
|
|
|
||||||||
Indefinite-lived:
|
|
|
|
|
|
|
|
||||||||
Analgesics
|
341,123
|
|
|
2,498
|
|
|
—
|
|
|
343,621
|
|
||||
Cough & Cold
|
185,452
|
|
|
23,223
|
|
|
—
|
|
|
208,675
|
|
||||
Women's Health
|
—
|
|
|
2,035
|
|
|
—
|
|
|
2,035
|
|
||||
Gastrointestinal
|
213,639
|
|
|
—
|
|
|
—
|
|
|
213,639
|
|
||||
Eye & Ear Care
|
172,318
|
|
|
—
|
|
|
—
|
|
|
172,318
|
|
||||
Dermatologicals
|
149,927
|
|
|
2,405
|
|
|
—
|
|
|
152,332
|
|
||||
Oral Care
|
61,438
|
|
|
—
|
|
|
—
|
|
|
61,438
|
|
||||
Other OTC
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Household Cleaning
|
—
|
|
|
|
|
|
119,820
|
|
|
119,820
|
|
||||
Total indefinite-lived intangible assets, net
|
1,123,897
|
|
|
30,161
|
|
|
119,820
|
|
|
1,273,878
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Finite-lived:
|
|
|
|
|
|
|
|
||||||||
Analgesics
|
4,111
|
|
|
—
|
|
|
—
|
|
|
4,111
|
|
||||
Cough & Cold
|
20,704
|
|
|
817
|
|
|
—
|
|
|
21,521
|
|
||||
Women's Health
|
1,874
|
|
|
428
|
|
|
—
|
|
|
2,302
|
|
||||
Gastrointestinal
|
12,126
|
|
|
285
|
|
|
—
|
|
|
12,411
|
|
||||
Eye & Ear Care
|
8,038
|
|
|
—
|
|
|
—
|
|
|
8,038
|
|
||||
Dermatologicals
|
12,623
|
|
|
—
|
|
|
—
|
|
|
12,623
|
|
||||
Oral Care
|
17,198
|
|
|
—
|
|
|
—
|
|
|
17,198
|
|
||||
Other OTC
|
16,568
|
|
|
—
|
|
|
—
|
|
|
16,568
|
|
||||
Household Cleaning
|
—
|
|
|
—
|
|
|
26,167
|
|
|
26,167
|
|
||||
Total finite-lived intangible assets, net
|
93,242
|
|
|
1,530
|
|
|
26,167
|
|
|
120,939
|
|
||||
Total intangible assets, net
|
1,217,139
|
|
|
31,691
|
|
|
145,987
|
|
|
1,394,817
|
|
||||
Total goodwill and intangible assets, net
|
$
|
1,377,296
|
|
|
$
|
55,056
|
|
|
$
|
153,376
|
|
|
$
|
1,585,728
|
|
•
|
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, stock options, warrants or performance shares);
|
•
|
Strike price of the instrument;
|
•
|
Market price of our common stock on the date of grant;
|
•
|
Discount rates;
|
•
|
Duration of the instrument; and
|
•
|
Volatility of our common stock in the public market.
|
•
|
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.
|
|
|
|
|
|
Increase (Decrease)
|
||||||||
(In thousands)
|
2015
|
%
|
2014
|
%
|
Amount
|
%
|
|||||||
North American OTC Healthcare
|
|
|
|
|
|
||||||||
Analgesics
|
$
|
111,954
|
|
15.7
|
$
|
108,101
|
|
18.1
|
$
|
3,853
|
|
3.6
|
|
Cough & Cold
|
103,686
|
|
14.5
|
100,060
|
|
16.7
|
3,626
|
|
3.6
|
|
|||
Women's Health
|
71,506
|
|
10.0
|
1,960
|
|
0.3
|
69,546
|
|
(*)
|
|
|||
Gastrointestinal
|
77,596
|
|
10.9
|
81,469
|
|
13.6
|
(3,873
|
)
|
(4.8
|
)
|
|||
Eye & Ear Care
|
81,849
|
|
11.5
|
75,568
|
|
12.6
|
6,281
|
|
8.3
|
|
|||
Dermatologicals
|
64,806
|
|
9.1
|
56,436
|
|
9.4
|
8,370
|
|
14.8
|
|
|||
Oral Care
|
45,916
|
|
6.4
|
47,900
|
|
8.0
|
(1,984
|
)
|
(4.1
|
)
|
|||
Other OTC
|
6,193
|
|
0.8
|
8,208
|
|
1.6
|
(2,015
|
)
|
(24.5
|
)
|
|||
Total North American OTC Healthcare
|
563,506
|
|
78.9
|
479,702
|
|
80.3
|
83,804
|
|
17.5
|
|
|||
|
|
|
|
|
|
|
|||||||
International OTC Healthcare
|
|
|
|
|
|
||||||||
Analgesics
|
2,597
|
|
0.4
|
1,883
|
|
0.3
|
714
|
|
37.9
|
|
|||
Cough & Cold
|
18,080
|
|
2.5
|
13,365
|
|
2.2
|
4,715
|
|
35.3
|
|
|||
Women's Health
|
2,261
|
|
0.3
|
1,835
|
|
0.3
|
426
|
|
23.2
|
|
|||
Gastrointestinal
|
19,372
|
|
2.7
|
838
|
|
0.1
|
18,534
|
|
(*)
|
|
|||
Eye & Ear Care
|
16,076
|
|
2.2
|
9,923
|
|
1.7
|
6,153
|
|
62.0
|
|
|||
Dermatologicals
|
2,289
|
|
0.3
|
1,655
|
|
0.3
|
634
|
|
38.3
|
|
|||
Oral Care
|
483
|
|
0.1
|
413
|
|
0.1
|
70
|
|
16.9
|
|
|||
Other OTC
|
22
|
|
0.0
|
2
|
|
0.0
|
20
|
|
(*)
|
|
|||
Total International OTC Healthcare
|
61,180
|
|
8.5
|
29,914
|
|
5.0
|
31,266
|
|
104.5
|
|
|||
Total OTC Healthcare
|
624,686
|
|
87.4
|
509,616
|
|
85.3
|
115,070
|
|
22.6
|
|
|||
Household Cleaning
|
89,937
|
|
12.6
|
87,765
|
|
14.7
|
2,172
|
|
2.5
|
|
|||
Total Consolidated
|
$
|
714,623
|
|
100.0
|
$
|
597,381
|
|
100.0
|
$
|
117,242
|
|
19.6
|
|
* size of % not meaningful
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
Increase (Decrease)
|
||||||||
Cost of Sales
|
2015
|
|
%
|
|
2014
|
|
%
|
|
Amount
|
|
%
|
||||||
North American OTC Healthcare
|
$
|
216,781
|
|
|
38.5
|
|
$
|
184,796
|
|
|
38.5
|
|
$
|
31,985
|
|
|
17.3
|
International OTC Healthcare
|
22,820
|
|
|
37.3
|
|
12,646
|
|
|
42.3
|
|
10,174
|
|
|
80.5
|
|||
Household Cleaning
|
68,799
|
|
|
76.5
|
|
64,388
|
|
|
73.4
|
|
4,411
|
|
|
6.9
|
|||
|
$
|
308,400
|
|
|
43.2
|
|
$
|
261,830
|
|
|
43.8
|
|
$
|
46,570
|
|
|
17.8
|
(In thousands)
|
|
|
|
|
|
|
|
|
Increase (Decrease)
|
|||||||||
Gross Profit
|
2015
|
|
%
|
|
2014
|
|
%
|
|
Amount
|
|
%
|
|||||||
North American OTC Healthcare
|
$
|
346,725
|
|
|
61.5
|
|
$
|
294,906
|
|
|
61.5
|
|
$
|
51,819
|
|
|
17.6
|
|
International OTC Healthcare
|
38,360
|
|
|
62.7
|
|
17,268
|
|
|
57.7
|
|
21,092
|
|
|
122.1
|
|
|||
Household Cleaning
|
21,138
|
|
|
23.5
|
|
23,377
|
|
|
26.6
|
|
(2,239
|
)
|
|
(9.6
|
)
|
|||
|
$
|
406,223
|
|
|
56.8
|
|
$
|
335,551
|
|
|
56.2
|
|
$
|
70,672
|
|
|
21.1
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
Increase (Decrease)
|
|||||||||
Contribution Margin
|
2015
|
|
%
|
|
2014
|
|
%
|
|
Amount
|
|
%
|
|||||||
North American OTC Healthcare
|
$
|
259,828
|
|
|
46.1
|
|
$
|
217,823
|
|
|
45.4
|
|
$
|
42,005
|
|
|
19.3
|
|
International OTC Healthcare
|
27,438
|
|
|
44.8
|
|
12,004
|
|
|
40.1
|
|
15,434
|
|
|
128.6
|
|
|||
Household Cleaning
|
19,306
|
|
|
21.5
|
|
20,756
|
|
|
23.6
|
|
(1,450
|
)
|
|
(7.0
|
)
|
|||
|
$
|
306,572
|
|
|
42.9
|
|
$
|
250,583
|
|
|
41.9
|
|
$
|
55,989
|
|
|
22.3
|
|
|
|
|
|
|
Increase (Decrease)
|
||||||||
(In thousands)
|
2014
|
%
|
2013
|
%
|
Amount
|
%
|
|||||||
North American OTC Healthcare
|
|
|
|
|
|
||||||||
Analgesics
|
$
|
108,101
|
|
18.1
|
$
|
107,272
|
|
17.3
|
$
|
829
|
|
0.8
|
|
Cough & Cold
|
100,060
|
|
16.7
|
121,514
|
|
19.6
|
(21,454
|
)
|
(17.7
|
)
|
|||
Women's Health
|
1,960
|
|
0.3
|
2,544
|
|
0.4
|
(584
|
)
|
(23.0
|
)
|
|||
Gastrointestinal
|
81,469
|
|
13.6
|
97,536
|
|
15.7
|
(16,067
|
)
|
(16.5
|
)
|
|||
Eye & Ear Care
|
75,568
|
|
12.6
|
76,960
|
|
12.4
|
(1,392
|
)
|
(1.8
|
)
|
|||
Dermatologicals
|
56,436
|
|
9.4
|
56,114
|
|
9.0
|
322
|
|
0.6
|
|
|||
Oral Care
|
47,900
|
|
8.0
|
49,002
|
|
7.9
|
(1,102
|
)
|
(2.2
|
)
|
|||
Other OTC
|
8,208
|
|
1.4
|
8,743
|
|
1.4
|
(535
|
)
|
(6.1
|
)
|
|||
Total North American OTC Healthcare
|
479,702
|
|
80.1
|
519,685
|
|
83.7
|
(39,983
|
)
|
(7.7
|
)
|
|||
|
|
|
|
|
|
|
|||||||
International OTC Healthcare
|
|
|
|
|
|
||||||||
Analgesics
|
1,883
|
|
0.3
|
245
|
|
0.0
|
1,638
|
|
668.6
|
|
|||
Cough & Cold
|
13,365
|
|
2.2
|
4,277
|
|
0.7
|
9,088
|
|
212.5
|
|
|||
Women's Health
|
1,835
|
|
0.3
|
—
|
|
—
|
1,835
|
|
(*)
|
|
|||
Gastrointestinal
|
838
|
|
0.1
|
82
|
|
0.0
|
756
|
|
(*)
|
|
|||
Eye & Ear Care
|
9,923
|
|
1.7
|
9,116
|
|
1.5
|
807
|
|
8.9
|
|
|||
Dermatologicals
|
1,655
|
|
0.4
|
399
|
|
0.1
|
1,256
|
|
314.8
|
|
|||
Oral Care
|
413
|
|
0.2
|
419
|
|
0.1
|
(6
|
)
|
(1.4
|
)
|
|||
Other OTC
|
2
|
|
0.0
|
—
|
|
—
|
2
|
|
(*)
|
|
|||
Total International OTC Healthcare
|
29,914
|
|
5.2
|
14,538
|
|
2.4
|
15,376
|
|
105.8
|
|
|||
Total OTC Healthcare
|
509,616
|
|
85.3
|
534,223
|
|
86.1
|
(24,607
|
)
|
(4.6
|
)
|
|||
Household Cleaning
|
87,765
|
|
14.7
|
85,895
|
|
13.9
|
1,870
|
|
2.2
|
|
|||
Total Consolidated
|
$
|
597,381
|
|
100.0
|
$
|
620,118
|
|
100.0
|
$
|
(22,737
|
)
|
(3.7
|
)
|
(In thousands)
|
|
|
|
|
|
|
|
|
Increase (Decrease)
|
|||||||||
Cost of Sales
|
2014
|
|
%
|
|
2013
|
|
%
|
|
Amount
|
|
%
|
|||||||
North American OTC Healthcare
|
$
|
184,796
|
|
|
38.5
|
|
$
|
205,389
|
|
|
39.5
|
|
$
|
(20,593
|
)
|
|
(10.0
|
)
|
International OTC Healthcare
|
12,646
|
|
|
42.3
|
|
6,265
|
|
|
43.1
|
|
6,381
|
|
|
101.9
|
|
|||
Household Cleaning
|
64,388
|
|
|
73.4
|
|
64,727
|
|
|
75.4
|
|
(339
|
)
|
|
(0.5
|
)
|
|||
|
$
|
261,830
|
|
|
43.8
|
|
$
|
276,381
|
|
|
44.6
|
|
$
|
(14,551
|
)
|
|
(5.3
|
)
|
(In thousands)
|
|
|
|
|
|
|
|
|
Increase (Decrease)
|
|||||||||
Gross Profit
|
2014
|
|
%
|
|
2013
|
|
%
|
|
Amount
|
|
%
|
|||||||
North American OTC Healthcare
|
$
|
294,906
|
|
|
61.5
|
|
$
|
314,296
|
|
|
60.5
|
|
$
|
(19,390
|
)
|
|
(6.2
|
)
|
International OTC Healthcare
|
17,268
|
|
|
57.7
|
|
8,273
|
|
|
56.9
|
|
8,995
|
|
|
108.7
|
|
|||
Household Cleaning
|
23,377
|
|
|
26.6
|
|
21,168
|
|
|
24.6
|
|
2,209
|
|
|
10.4
|
|
|||
|
$
|
335,551
|
|
|
56.2
|
|
$
|
343,737
|
|
|
55.4
|
|
$
|
(8,186
|
)
|
|
(2.4
|
)
|
(In thousands)
|
|
|
|
|
|
|
|
|
Increase (Decrease)
|
|||||||||
Contribution Margin
|
2014
|
|
%
|
|
2013
|
|
%
|
|
Amount
|
|
%
|
|||||||
North American OTC Healthcare
|
$
|
217,823
|
|
|
45.4
|
|
$
|
234,245
|
|
|
45.1
|
|
$
|
(16,422
|
)
|
|
(7.0
|
)
|
International OTC Healthcare
|
12,004
|
|
|
40.1
|
|
6,630
|
|
|
45.6
|
|
5,374
|
|
|
81.1
|
|
|||
Household Cleaning
|
20,756
|
|
|
23.6
|
|
15,711
|
|
|
18.3
|
|
5,045
|
|
|
32.1
|
|
|||
|
$
|
250,583
|
|
|
41.9
|
|
$
|
256,586
|
|
|
41.4
|
|
$
|
(6,003
|
)
|
|
(2.3
|
)
|
|
Year Ended March 31,
|
||||||||||
(In thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Net cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
156,255
|
|
|
$
|
111,582
|
|
|
$
|
137,605
|
|
Investing activities
|
(805,258
|
)
|
|
(57,976
|
)
|
|
11,221
|
|
|||
Financing activities
|
643,265
|
|
|
(41,153
|
)
|
|
(152,117
|
)
|
•
|
$250.0 million
of 8.125% 2012 Senior Notes due 2020;
|
•
|
$400.0 million
of 5.375% 2013 Senior Notes due 2021;
|
•
|
$217.5 million
of borrowings under the 2012 Term B-1 Loans;
|
•
|
$660.0 million
of borrowings under the 2012 Term B-2 Loans; and
|
•
|
$66.1 million
of borrowings under the 2012 ABL Revolver.
|
•
|
Have a leverage ratio of less than 8.00 to 1.0 for the quarter ended March 31, 2015 (defined as, with certain adjustments, the ratio of our consolidated total net debt as of the last day of the fiscal quarter to our trailing twelve month consolidated net income before interest, taxes, depreciation, amortization, non-cash charges and certain other items (“EBITDA”)). Our leverage ratio requirement decreases over time to 3.75 to 1.0 for the quarter ending March 31, 2019 and remains level thereafter;
|
•
|
Have an interest coverage ratio of greater than 2.25 to 1.0 for the quarter ended March 31, 2015 (defined as, with certain adjustments, the ratio of our consolidated EBITDA to our trailing twelve month consolidated cash interest expense). Our interest coverage requirement increases over time to 3.50 to 1.0 for the quarter ending March 31, 2018 and remains level thereafter; and
|
•
|
Have a fixed charge ratio of greater than 1.0 to 1.0 for the quarter ended March 31, 2015 (defined as, with certain adjustments, the ratio of our consolidated EBITDA minus capital expenditures to our trailing twelve month consolidated interest paid, taxes paid and other specified payments). Our fixed charge requirement remains level throughout the term of the agreement.
|
|
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
|
$
|
1,593.6
|
|
|
$
|
—
|
|
|
$
|
66.1
|
|
|
$
|
467.5
|
|
|
$
|
1,060.0
|
|
Interest on long-term debt
(1)
|
536.7
|
|
|
81.3
|
|
|
241.2
|
|
|
141.8
|
|
|
72.4
|
|
|||||
Purchase obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Inventory costs
(2)
|
86.1
|
|
|
82.5
|
|
|
3.0
|
|
|
0.6
|
|
|
—
|
|
|||||
Other costs
(3)
|
17.1
|
|
|
17.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases
(4)
|
10.0
|
|
|
1.9
|
|
|
5.6
|
|
|
2.5
|
|
|
—
|
|
|||||
Total contractual cash obligations
(5)
|
$
|
2,243.5
|
|
|
$
|
182.8
|
|
|
$
|
315.9
|
|
|
$
|
612.4
|
|
|
$
|
1,132.4
|
|
(1)
|
Represents the estimated interest obligations on the outstanding balances at March 31, 2015 of the 2012 Senior Notes, 2013 Senior Notes, 2012 Term B-1 Loan, 2012 Term B-2 Loan, and 2012 ABL Revolver, assuming scheduled principal payments (based on the terms of the loan agreements) are made and assuming a weighted average interest rate of
5.9%
. 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 minimum sublease rentals of $
1.4 million
due in the future under noncancelable subleases. Refer to Note 17 for further details.
|
(5)
|
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, 2015
|
|
Consolidated Balance Sheets at March 31, 2015 and 2014
|
|
Consolidated Statements of Changes in Stockholders’ Equity and Comprehensive Income for
each of the three years in the period ended March 31, 2015
|
|
Consolidated Statements of Cash Flows for each of the three years
in the period ended March 31, 2015
|
|
Notes to Consolidated Financial Statements
|
|
Schedule II—Valuation and Qualifying Accounts
|
|
Year Ended March 31,
|
||||||||||
(In thousands, except per share data)
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
|
|
|
|
|
||||||
Net sales
|
$
|
710,070
|
|
|
$
|
592,454
|
|
|
$
|
616,915
|
|
Other revenues
|
4,553
|
|
|
4,927
|
|
|
3,203
|
|
|||
Total revenues
|
714,623
|
|
|
597,381
|
|
|
620,118
|
|
|||
|
|
|
|
|
|
||||||
Cost of Sales
|
|
|
|
|
|
||||||
Cost of sales (exclusive of depreciation shown below)
|
308,400
|
|
|
261,830
|
|
|
276,381
|
|
|||
Gross profit
|
406,223
|
|
|
335,551
|
|
|
343,737
|
|
|||
|
|
|
|
|
|
||||||
Operating Expenses
|
|
|
|
|
|
||||||
Advertising and promotion
|
99,651
|
|
|
84,968
|
|
|
87,151
|
|
|||
General and administrative
|
81,273
|
|
|
48,481
|
|
|
51,467
|
|
|||
Depreciation and amortization
|
17,740
|
|
|
13,486
|
|
|
13,235
|
|
|||
Total operating expenses
|
198,664
|
|
|
146,935
|
|
|
151,853
|
|
|||
Operating income
|
207,559
|
|
|
188,616
|
|
|
191,884
|
|
|||
|
|
|
|
|
|
||||||
Other (income) expense
|
|
|
|
|
|
||||||
Interest income
|
(92
|
)
|
|
(60
|
)
|
|
(13
|
)
|
|||
Interest expense
|
81,326
|
|
|
68,642
|
|
|
84,420
|
|
|||
Gain on sale of asset
|
(1,133
|
)
|
|
—
|
|
|
—
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
18,286
|
|
|
1,443
|
|
|||
Total other expense
|
80,101
|
|
|
86,868
|
|
|
85,850
|
|
|||
Income before income taxes
|
127,458
|
|
|
101,748
|
|
|
106,034
|
|
|||
Provision for income taxes
|
49,198
|
|
|
29,133
|
|
|
40,529
|
|
|||
Net income
|
$
|
78,260
|
|
|
$
|
72,615
|
|
|
$
|
65,505
|
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.50
|
|
|
$
|
1.41
|
|
|
$
|
1.29
|
|
Diluted
|
$
|
1.49
|
|
|
$
|
1.39
|
|
|
$
|
1.27
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
52,170
|
|
|
51,641
|
|
|
50,633
|
|
|||
Diluted
|
52,670
|
|
|
52,349
|
|
|
51,440
|
|
|||
|
|
|
|
|
|
||||||
Comprehensive income, net of tax:
|
|
|
|
|
|
||||||
Currency translation adjustments
|
(24,151
|
)
|
|
843
|
|
|
(91
|
)
|
|||
Total other comprehensive income (loss)
|
(24,151
|
)
|
|
843
|
|
|
(91
|
)
|
|||
Comprehensive income
|
$
|
54,109
|
|
|
$
|
73,458
|
|
|
$
|
65,414
|
|
(In thousands)
|
March 31,
|
||||||
Assets
|
2015
|
|
2014
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
21,318
|
|
|
$
|
28,331
|
|
Accounts receivable, net
|
87,858
|
|
|
65,050
|
|
||
Inventories
|
74,000
|
|
|
65,586
|
|
||
Deferred income tax assets
|
8,097
|
|
|
6,544
|
|
||
Prepaid expenses and other current assets
|
10,434
|
|
|
11,674
|
|
||
Total current assets
|
201,707
|
|
|
177,185
|
|
||
|
|
|
|
||||
Property and equipment, net
|
13,744
|
|
|
9,597
|
|
||
Goodwill
|
290,651
|
|
|
190,911
|
|
||
Intangible assets, net
|
2,134,700
|
|
|
1,394,817
|
|
||
Other long-term assets
|
28,603
|
|
|
23,153
|
|
||
Total Assets
|
$
|
2,669,405
|
|
|
$
|
1,795,663
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity
|
|
|
|
|
|||
Current liabilities
|
|
|
|
|
|||
Accounts payable
|
$
|
46,115
|
|
|
$
|
48,286
|
|
Accrued interest payable
|
11,974
|
|
|
9,626
|
|
||
Other accrued liabilities
|
40,948
|
|
|
26,446
|
|
||
Total current liabilities
|
99,037
|
|
|
84,358
|
|
||
|
|
|
|
||||
Long-term debt
|
|
|
|
||||
Principal amount
|
1,593,600
|
|
|
937,500
|
|
||
Less unamortized discount
|
(4,889
|
)
|
|
(3,086
|
)
|
||
Long-term debt, net of unamortized discount
|
1,588,711
|
|
|
934,414
|
|
||
|
|
|
|
||||
Deferred income tax liabilities
|
351,569
|
|
|
213,204
|
|
||
Other long-term liabilities
|
2,464
|
|
|
327
|
|
||
Total Liabilities
|
2,041,781
|
|
|
1,232,303
|
|
||
|
|
|
|
||||
Commitments and Contingencies – Note 17
|
|
|
|
|
|||
|
|
|
|
||||
Stockholders’ Equity
|
|
|
|
|
|||
Preferred stock – $0.01 par value
|
|
|
|
|
|||
Authorized – 5,000 shares
|
|
|
|
|
|||
Issued and outstanding – None
|
—
|
|
|
—
|
|
||
Common stock – $0.01 par value
|
|
|
|
|
|||
Authorized – 250,000 shares
|
|
|
|
|
|||
Issued – 52,562 shares and 52,021 shares at March 31, 2015 and 2014, respectively
|
525
|
|
|
520
|
|
||
Additional paid-in capital
|
426,584
|
|
|
414,387
|
|
||
Treasury stock, at cost – 266 shares at March 31, 2015 and 206 shares at March 31, 2014
|
(3,478
|
)
|
|
(1,431
|
)
|
||
Accumulated other comprehensive income (loss), net of tax
|
(23,412
|
)
|
|
739
|
|
||
Retained earnings
|
227,405
|
|
|
149,145
|
|
||
Total Stockholders’ Equity
|
627,624
|
|
|
563,360
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
2,669,405
|
|
|
$
|
1,795,663
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Treasury Stock
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
|
Preferred Share Rights
|
|
Retained
Earnings (Accumulated Deficit)
|
|
Totals
|
||||||||||||||||||||
(In thousands)
|
Shares
|
|
Par
Value
|
|
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||||||||
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
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
|
|
|
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, 2014
|
52,021
|
|
|
$
|
520
|
|
|
$
|
414,387
|
|
|
206
|
|
|
$
|
(1,431
|
)
|
|
$
|
739
|
|
|
$
|
—
|
|
|
$
|
149,145
|
|
|
$
|
563,360
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
6,918
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,918
|
|
|||||||
Exercise of stock options
|
387
|
|
|
4
|
|
|
3,950
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,954
|
|
|||||||
Issuance of shares related to restricted stock
|
154
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Treasury share repurchases
|
—
|
|
|
—
|
|
|
—
|
|
|
60
|
|
|
(2,047
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,047
|
)
|
|||||||
Excess tax benefits from share-based awards
|
—
|
|
|
—
|
|
|
1,330
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,330
|
|
|||||||
Components of comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
78,260
|
|
|
78,260
|
|
|||||||
Translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,151
|
)
|
|
—
|
|
|
—
|
|
|
(24,151
|
)
|
|||||||
Total comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54,109
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balances at March 31, 2015
|
52,562
|
|
|
$
|
525
|
|
|
$
|
426,584
|
|
|
266
|
|
|
$
|
(3,478
|
)
|
|
$
|
(23,412
|
)
|
|
$
|
—
|
|
|
$
|
227,405
|
|
|
$
|
627,624
|
|
|
Year Ended March 31,
|
||||||||||
(In thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
78,260
|
|
|
$
|
72,615
|
|
|
$
|
65,505
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
17,740
|
|
|
13,486
|
|
|
13,235
|
|
|||
Gain on sale of asset
|
(1,133
|
)
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
28,922
|
|
|
19,012
|
|
|
25,505
|
|
|||
Long term income taxes payable
|
2,294
|
|
|
—
|
|
|
—
|
|
|||
Amortization of deferred financing costs
|
6,735
|
|
|
7,102
|
|
|
9,832
|
|
|||
Stock-based compensation costs
|
6,918
|
|
|
5,146
|
|
|
3,772
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
18,286
|
|
|
1,443
|
|
|||
Premium payment on 2010 Senior Notes
|
—
|
|
|
(15,527
|
)
|
|
—
|
|
|||
Amortization of debt discount
|
2,086
|
|
|
3,410
|
|
|
4,632
|
|
|||
Lease termination costs
|
785
|
|
|
—
|
|
|
975
|
|
|||
Loss (gain) on sale or disposal of property and equipment
|
321
|
|
|
(3
|
)
|
|
103
|
|
|||
Changes in operating assets and liabilities, net of effects from acquisitions
|
|
|
|
|
|
|
|
||||
Accounts receivable
|
1,608
|
|
|
9,735
|
|
|
(12,882
|
)
|
|||
Inventories
|
15,360
|
|
|
(2,850
|
)
|
|
(9,342
|
)
|
|||
Prepaid expenses and other current assets
|
4,664
|
|
|
(2,130
|
)
|
|
3,096
|
|
|||
Accounts payable
|
(17,637
|
)
|
|
(4,641
|
)
|
|
24,677
|
|
|||
Accrued liabilities
|
9,332
|
|
|
(12,059
|
)
|
|
7,054
|
|
|||
Net cash provided by operating activities
|
156,255
|
|
|
111,582
|
|
|
137,605
|
|
|||
|
|
|
|
|
|
||||||
Investing Activities
|
|
|
|
|
|
|
|
||||
Purchases of property and equipment
|
(6,101
|
)
|
|
(2,764
|
)
|
|
(10,268
|
)
|
|||
Proceeds from sale of property and equipment
|
—
|
|
|
3
|
|
|
15
|
|
|||
Proceeds from sale of business
|
18,500
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of asset
|
10,000
|
|
|
—
|
|
|
—
|
|
|||
Acquisition of Insight Pharmaceuticals, less cash acquired
|
(749,666
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisition of the Hydralyte brand
|
(77,991
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from the sale of Phazyme brand
|
—
|
|
|
—
|
|
|
21,700
|
|
|||
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
|
(805,258
|
)
|
|
(57,976
|
)
|
|
11,221
|
|
|||
|
|
|
|
|
|
||||||
Financing Activities
|
|
|
|
|
|
|
|
||||
Proceeds from issuance of 2013 Senior Notes
|
—
|
|
|
400,000
|
|
|
—
|
|
|||
Repayment of 2010 Senior Notes
|
—
|
|
|
(250,000
|
)
|
|
—
|
|
|||
Term loan borrowings
|
720,000
|
|
|
—
|
|
|
—
|
|
|||
Term loan repayments
|
(130,000
|
)
|
|
(157,500
|
)
|
|
(190,000
|
)
|
|||
Borrowings under revolving credit agreement
|
124,600
|
|
|
50,000
|
|
|
48,000
|
|
|||
Repayments under revolving credit agreement
|
(58,500
|
)
|
|
(83,000
|
)
|
|
(15,000
|
)
|
|||
Payment of deferred financing costs
|
(16,072
|
)
|
|
(7,466
|
)
|
|
(1,146
|
)
|
|||
Proceeds from exercise of stock options
|
3,954
|
|
|
5,907
|
|
|
6,029
|
|
|||
Proceeds from restricted stock exercises
|
57
|
|
|
—
|
|
|
—
|
|
|||
Excess tax benefits from share-based awards
|
1,330
|
|
|
1,650
|
|
|
—
|
|
|||
Fair value of shares surrendered as payment of tax withholding
|
(2,104
|
)
|
|
(744
|
)
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
643,265
|
|
|
(41,153
|
)
|
|
(152,117
|
)
|
|||
|
|
|
|
|
|
||||||
Effects of exchange rate changes on cash and cash equivalents
|
(1,275
|
)
|
|
208
|
|
|
(54
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
(7,013
|
)
|
|
12,661
|
|
|
(3,345
|
)
|
|||
Cash and cash equivalents - beginning of year
|
28,331
|
|
|
15,670
|
|
|
19,015
|
|
|||
Cash and cash equivalents - end of year
|
$
|
21,318
|
|
|
$
|
28,331
|
|
|
$
|
15,670
|
|
|
|
|
|
|
|
||||||
Interest paid
|
$
|
70,155
|
|
|
$
|
62,357
|
|
|
$
|
69,641
|
|
Income taxes paid
|
$
|
11,939
|
|
|
$
|
11,020
|
|
|
$
|
10,624
|
|
|
Years
|
Machinery
|
5
|
Computer equipment and software
|
3
|
Furniture and fixtures
|
7
|
Leasehold improvements
|
*
|
(In thousands)
|
September 3, 2014
|
||
|
|
||
Cash acquired
|
$
|
3,507
|
|
Accounts receivable
|
25,784
|
|
|
Inventories
|
23,559
|
|
|
Deferred income tax assets - current
|
860
|
|
|
Prepaids and other current assets
|
1,407
|
|
|
Property, plant and equipment
|
2,308
|
|
|
Goodwill
|
103,255
|
|
|
Intangible assets
|
724,374
|
|
|
Total assets acquired
|
885,054
|
|
|
|
|
||
Accounts payable
|
16,079
|
|
|
Accrued expenses
|
8,003
|
|
|
Deferred income tax liabilities - long term
|
107,799
|
|
|
Total liabilities assumed
|
131,881
|
|
|
Total purchase price
|
$
|
753,173
|
|
|
Year Ended March 31,
|
||||||
(In thousands, except per share data)
|
2015
|
|
2014
|
||||
|
(Unaudited)
|
||||||
Revenues
|
$
|
783,217
|
|
|
$
|
767,897
|
|
Net income
|
$
|
86,844
|
|
|
$
|
82,762
|
|
|
|
|
|
||||
Earnings per share:
|
|
|
|
||||
Basic
|
$
|
1.66
|
|
|
$
|
1.60
|
|
|
|
|
|
||||
Diluted
|
$
|
1.65
|
|
|
$
|
1.58
|
|
(In thousands)
|
April 30, 2014
|
||
|
|
||
Inventories
|
$
|
1,970
|
|
Property, plant and equipment, net
|
1,267
|
|
|
Goodwill
|
1,224
|
|
|
Intangible assets, net
|
73,580
|
|
|
Total assets acquired
|
78,041
|
|
|
|
|
||
Accrued expenses
|
38
|
|
|
Other long term liabilities
|
12
|
|
|
Total liabilities assumed
|
50
|
|
|
Net assets acquired
|
$
|
77,991
|
|
(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)
|
March 31,
|
||||||
|
2015
|
|
2014
|
||||
Components of Accounts Receivable
|
|
|
|
||||
Trade accounts receivable
|
$
|
95,411
|
|
|
$
|
73,632
|
|
Other receivables
|
2,353
|
|
|
1,360
|
|
||
|
97,764
|
|
|
74,992
|
|
||
Less allowances for discounts, returns and uncollectible accounts
|
(9,906
|
)
|
|
(9,942
|
)
|
||
Accounts receivable, net
|
$
|
87,858
|
|
|
$
|
65,050
|
|
(In thousands)
|
March 31,
|
||||||
|
2015
|
|
2014
|
||||
Components of Inventories
|
|
|
|
||||
Packaging and raw materials
|
$
|
7,588
|
|
|
$
|
3,099
|
|
Finished goods
|
66,412
|
|
|
62,487
|
|
||
Inventories
|
$
|
74,000
|
|
|
$
|
65,586
|
|
(In thousands)
|
March 31,
|
||||||
|
2015
|
|
2014
|
||||
Components of Property and Equipment
|
|
|
|
||||
Machinery
|
$
|
4,743
|
|
|
$
|
1,927
|
|
Computer equipment
|
11,339
|
|
|
8,923
|
|
||
Furniture and fixtures
|
2,484
|
|
|
1,858
|
|
||
Leasehold improvements
|
7,134
|
|
|
4,734
|
|
||
|
25,700
|
|
|
17,442
|
|
||
Accumulated depreciation
|
(11,956
|
)
|
|
(7,845
|
)
|
||
Property and equipment, net
|
$
|
13,744
|
|
|
$
|
9,597
|
|
(In thousands)
|
North American OTC Healthcare
|
|
International OTC Healthcare
|
|
Household Cleaning
|
|
Consolidated
|
||||||||
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
|
)
|
||||
Balance – March 31, 2013
|
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
|
290,327
|
|
|
23,365
|
|
|
72,549
|
|
|
386,241
|
|
||||
Accumulated impairment losses
|
(130,170
|
)
|
|
—
|
|
|
(65,160
|
)
|
|
(195,330
|
)
|
||||
Balance - March 31, 2014
|
160,157
|
|
|
23,365
|
|
|
7,389
|
|
|
190,911
|
|
||||
|
|
|
|
|
|
|
|
||||||||
2015 additions
|
103,254
|
|
|
1,224
|
|
|
—
|
|
|
104,478
|
|
||||
2015 reductions
|
—
|
|
|
—
|
|
|
(589
|
)
|
|
(589
|
)
|
||||
Effects of foreign currency exchange rates
|
—
|
|
|
(4,149
|
)
|
|
—
|
|
|
(4,149
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Balance – March 31, 2015
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
393,581
|
|
|
20,440
|
|
|
71,960
|
|
|
485,981
|
|
||||
Accumulated impairment losses
|
(130,170
|
)
|
|
—
|
|
|
(65,160
|
)
|
|
(195,330
|
)
|
||||
Balance - March 31, 2015
|
$
|
263,411
|
|
|
$
|
20,440
|
|
|
$
|
6,800
|
|
|
$
|
290,651
|
|
(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
|
|
|
|
|
|
|
|
|
|
||||||||
Intangible Assets, net by Reportable Segment:
|
|
|
|
|
|
|
|
||||||||
North American OTC Healthcare
|
$
|
1,123,898
|
|
|
$
|
101,611
|
|
|
$
|
—
|
|
|
$
|
1,225,509
|
|
International OTC Healthcare
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Household Cleaning
|
119,820
|
|
|
27,911
|
|
|
—
|
|
|
147,731
|
|
||||
Intangible assets, 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
|
|
|
|
|
|
|
|
|
|
||||||||
Intangible Assets, net by Reportable Segment:
|
|
|
|
|
|
|
|
||||||||
North American OTC Healthcare
|
$
|
1,123,897
|
|
|
$
|
93,242
|
|
|
$
|
—
|
|
|
$
|
1,217,139
|
|
International OTC Healthcare
|
30,161
|
|
|
1,530
|
|
|
—
|
|
|
31,691
|
|
||||
Household Cleaning
|
119,820
|
|
|
26,167
|
|
|
—
|
|
|
145,987
|
|
||||
Intangible assets, net – March 31, 2014
|
$
|
1,273,878
|
|
|
$
|
120,939
|
|
|
$
|
—
|
|
|
$
|
1,394,817
|
|
(In thousands)
|
Year Ended March 31, 2015
|
||||||||||||||
|
Indefinite
Lived Trademarks |
|
Finite
Lived Trademarks |
|
Non
Compete Agreement |
|
Totals
|
||||||||
Gross Amount
|
|
|
|
|
|
|
|
||||||||
Balance – March 31, 2014
|
$
|
1,273,878
|
|
|
$
|
204,740
|
|
|
$
|
—
|
|
|
$
|
1,478,618
|
|
Additions
|
673,180
|
|
|
124,774
|
|
|
—
|
|
|
797,954
|
|
||||
Reclassifications
|
(46,506
|
)
|
|
46,506
|
|
|
—
|
|
|
—
|
|
||||
Reductions
|
(9,548
|
)
|
|
(17,674
|
)
|
|
—
|
|
|
(27,222
|
)
|
||||
Effects of foreign currency exchange rates
|
(17,600
|
)
|
|
(280
|
)
|
|
—
|
|
|
(17,880
|
)
|
||||
Balance – March 31, 2015
|
$
|
1,873,404
|
|
|
$
|
358,066
|
|
|
$
|
—
|
|
|
$
|
2,231,470
|
|
|
|
|
|
|
|
|
|
||||||||
Accumulated Amortization
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance – March 31, 2014
|
$
|
—
|
|
|
$
|
83,801
|
|
|
$
|
—
|
|
|
$
|
83,801
|
|
Additions
|
—
|
|
|
12,995
|
|
|
—
|
|
|
12,995
|
|
||||
Effects of foreign currency exchange rates
|
—
|
|
|
(26
|
)
|
|
—
|
|
|
(26
|
)
|
||||
Balance – March 31, 2015
|
$
|
—
|
|
|
$
|
96,770
|
|
|
$
|
—
|
|
|
$
|
96,770
|
|
|
|
|
|
|
|
|
|
||||||||
Intangibles, net – March 31, 2015
|
$
|
1,873,404
|
|
|
$
|
261,296
|
|
|
$
|
—
|
|
|
$
|
2,134,700
|
|
|
|
|
|
|
|
|
|
||||||||
Intangible Assets, net by Reportable Segment:
|
|
|
|
|
|
|
|
||||||||
North American OTC Healthcare
|
$
|
1,676,991
|
|
|
$
|
235,642
|
|
|
$
|
—
|
|
|
$
|
1,912,633
|
|
International OTC Healthcare
|
86,141
|
|
|
1,231
|
|
|
—
|
|
|
87,372
|
|
||||
Household Cleaning
|
110,272
|
|
|
24,423
|
|
|
—
|
|
|
134,695
|
|
||||
Intangible assets, net – March 31, 2015
|
$
|
1,873,404
|
|
|
$
|
261,296
|
|
|
$
|
—
|
|
|
$
|
2,134,700
|
|
Year Ending March 31,
|
|
||
2016
|
17,868
|
|
|
2017
|
17,868
|
|
|
2018
|
17,868
|
|
|
2019
|
17,868
|
|
|
2020
|
17,868
|
|
|
Thereafter
|
171,956
|
|
|
|
$
|
261,296
|
|
(In thousands)
|
March 31,
|
||||||
|
2015
|
|
2014
|
||||
Accrued marketing costs
|
$
|
16,903
|
|
|
$
|
11,812
|
|
Accrued compensation costs
|
8,840
|
|
|
6,232
|
|
||
Accrued broker commissions
|
1,134
|
|
|
1,019
|
|
||
Income taxes payable
|
2,642
|
|
|
1,854
|
|
||
Accrued professional fees
|
2,769
|
|
|
2,002
|
|
||
Deferred rent
|
1,021
|
|
|
1,258
|
|
||
Accrued production costs
|
5,610
|
|
|
1,506
|
|
||
Accrued lease termination costs
|
669
|
|
|
—
|
|
||
Other accrued liabilities
|
1,360
|
|
|
763
|
|
||
|
$
|
40,948
|
|
|
$
|
26,446
|
|
(In thousands, except percentages)
|
|
March 31,
2015 |
|
March 31,
2014 |
||||
2013 Senior Notes bearing interest at 5.375%, with interest payable on June 15 and December 15 of each year. The 2013 Senior Notes mature on December 15, 2021.
|
|
$
|
400,000
|
|
|
$
|
400,000
|
|
2012 Senior Notes bearing interest at 8.125%, with interest payable on February 1 and August 1 of each year. The 2012 Senior Notes mature on February 1, 2020.
|
|
250,000
|
|
|
250,000
|
|
||
2012 Term B-1 Loan bearing interest at the Borrower's option at either a base rate with a floor of 2.00% plus applicable margin or LIBOR with a floor of 1.00% plus applicable margin, due on January 31, 2019.
|
|
217,500
|
|
|
287,500
|
|
||
2012 Term B-2 Loan bearing interest at the Borrower's option at either a base rate with a floor of 2.00% plus applicable margin or LIBOR with a floor of 1.00% plus applicable margin, due on September 3, 2021.
|
|
660,000
|
|
|
—
|
|
||
2012 ABL Revolver bearing interest at the Borrower's option at either a base rate plus applicable margin or LIBOR plus applicable margin. Any unpaid balance is due on January 31, 2017.
|
|
66,100
|
|
|
—
|
|
||
|
|
1,593,600
|
|
|
937,500
|
|
||
Current portion of long-term debt
|
|
—
|
|
|
—
|
|
||
|
|
1,593,600
|
|
|
937,500
|
|
||
Less: unamortized discount
|
|
(4,889
|
)
|
|
(3,086
|
)
|
||
Long-term debt, net of unamortized discount
|
|
$
|
1,588,711
|
|
|
$
|
934,414
|
|
(In thousands, except per share data)
|
Year Ended March 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Numerator
|
|
|
|
|
|
||||||
Net income
|
$
|
78,260
|
|
|
$
|
72,615
|
|
|
$
|
65,505
|
|
|
|
|
|
|
|
||||||
Denominator
|
|
|
|
|
|
|
|
||||
Denominator for basic earnings per share- weighted average shares outstanding
|
52,170
|
|
|
51,641
|
|
|
50,633
|
|
|||
Dilutive effect of unvested restricted common stock (including restricted stock units) and options issued to employees and directors
|
500
|
|
|
708
|
|
|
807
|
|
|||
Denominator for diluted earnings per share
|
52,670
|
|
|
52,349
|
|
|
51,440
|
|
|||
|
|
|
|
|
|
||||||
Earnings per Common Share:
|
|
|
|
|
|
|
|
||||
Basic net earnings per share
|
$
|
1.50
|
|
|
$
|
1.41
|
|
|
$
|
1.29
|
|
|
|
|
|
|
|
||||||
Diluted net earnings per share
|
$
|
1.49
|
|
|
$
|
1.39
|
|
|
$
|
1.27
|
|
Restricted Shares
|
|
Shares
(in thousands)
|
|
Weighted-Average
Grant-Date
Fair Value
|
|||
|
|
|
|
|
|||
Vested and Nonvested at March 31, 2012
|
|
363.4
|
|
|
$
|
9.92
|
|
|
|
|
|
|
|||
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
|
|
|
|
|
|
|
|
|||
Granted
|
|
106.9
|
|
|
33.33
|
|
|
Vested and issued
|
|
(154.4
|
)
|
|
13.37
|
|
|
Forfeited
|
|
(27.7
|
)
|
|
21.45
|
|
|
Vested and nonvested at March 31, 2015
|
|
362.3
|
|
|
22.74
|
|
|
Vested at March 31, 2015
|
|
76.6
|
|
|
11.62
|
|
|
Year Ended March 31,
|
||||
|
2015
|
|
2014
|
||
Expected volatility
|
47.3
|
%
|
|
48.0
|
%
|
Expected dividends
|
—
|
|
|
—
|
|
Expected term in years
|
6.0
|
|
|
6.0
|
|
Risk-free rate
|
2.2
|
%
|
|
1.3
|
%
|
Options
|
|
Shares
(in thousands)
|
|
Weighted-Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual Term
|
|
Aggregate
Intrinsic
Value
(in thousands)
|
|||||
|
|
|
|
|
|
|
|
|
|||||
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
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||||
Granted
|
|
317.9
|
|
|
33.54
|
|
|
|
|
|
|||
Exercised
|
|
(386.3
|
)
|
|
10.24
|
|
|
|
|
|
|||
Forfeited or expired
|
|
(55.3
|
)
|
|
26.77
|
|
|
|
|
|
|||
Outstanding at March 31, 2015
|
|
871.2
|
|
|
23.40
|
|
|
7.7
|
|
$
|
16,978
|
|
|
Exercisable at March 31, 2015
|
|
312.3
|
|
|
15.15
|
|
|
6.4
|
|
8,664
|
|
15.
|
Accumulated Other Comprehensive Income (Loss)
|
|
March 31,
|
|
March 31,
|
||||
(In thousands)
|
2015
|
|
2014
|
||||
Components of Accumulated Other Comprehensive Income (Loss)
|
|
|
|
||||
Cumulative translation adjustment
|
$
|
(23,412
|
)
|
|
$
|
739
|
|
Accumulated other comprehensive income (loss), net of tax
|
$
|
(23,412
|
)
|
|
$
|
739
|
|
|
Year Ended March 31,
|
||||||||||
(In thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
13,066
|
|
|
$
|
7,801
|
|
|
$
|
12,520
|
|
State
|
760
|
|
|
625
|
|
|
1,972
|
|
|||
Foreign
|
3,228
|
|
|
1,675
|
|
|
532
|
|
|||
Deferred
|
|
|
|
|
|
|
|
||||
Federal
|
31,012
|
|
|
27,045
|
|
|
23,845
|
|
|||
State
|
1,162
|
|
|
(7,879
|
)
|
|
1,660
|
|
|||
Foreign
|
(30
|
)
|
|
(134
|
)
|
|
—
|
|
|||
Total provision for income taxes
|
$
|
49,198
|
|
|
$
|
29,133
|
|
|
$
|
40,529
|
|
|
March 31,
|
||||||
(In thousands)
|
2015
|
|
2014
|
||||
Deferred Tax Assets
|
|
|
|
||||
Allowance for doubtful accounts and sales returns
|
$
|
4,106
|
|
|
$
|
4,082
|
|
Inventory capitalization
|
1,550
|
|
|
1,301
|
|
||
Inventory reserves
|
1,495
|
|
|
362
|
|
||
Net operating loss carryforwards
|
23,800
|
|
|
327
|
|
||
State income taxes
|
7,557
|
|
|
3,728
|
|
||
Accrued liabilities
|
619
|
|
|
642
|
|
||
Stock compensation
|
3,517
|
|
|
2,358
|
|
||
Other
|
834
|
|
|
702
|
|
||
Total deferred tax assets
|
43,478
|
|
|
13,502
|
|
||
|
|
|
|
||||
Deferred Tax Liabilities
|
|
|
|
|
|||
Property and equipment
|
(1,143
|
)
|
|
(1,467
|
)
|
||
Intangible assets
|
(385,807
|
)
|
|
(218,696
|
)
|
||
Total deferred tax liabilities
|
(386,950
|
)
|
|
(220,163
|
)
|
||
|
|
|
|
||||
Net deferred tax liability
|
$
|
(343,472
|
)
|
|
$
|
(206,661
|
)
|
|
Year Ended March 31,
|
|||||||||||||||||||
(In thousands)
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
|
|
%
|
|
|
|
|
%
|
|
|
|
|
%
|
|
||||||
Income tax provision at statutory rate
|
$
|
44,610
|
|
|
35.0
|
|
|
$
|
35,612
|
|
|
35.0
|
|
|
$
|
37,112
|
|
|
35.0
|
|
Foreign tax (benefit) provision
|
(2,019
|
)
|
|
(1.6
|
)
|
|
(918
|
)
|
|
(0.9
|
)
|
|
—
|
|
|
—
|
|
|||
State income taxes, net of federal income tax benefit
|
2,865
|
|
|
2.3
|
|
|
2,004
|
|
|
2.0
|
|
|
3,413
|
|
|
3.2
|
|
|||
Decrease in net deferred tax liability resulting from a change in the effective state tax rate
|
—
|
|
|
—
|
|
|
(8,892
|
)
|
|
(8.7
|
)
|
|
(1,741
|
)
|
|
(1.6
|
)
|
|||
Goodwill impairment
|
206
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Transaction costs
|
2,936
|
|
|
2.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Nondeductible compensation
|
566
|
|
|
0.4
|
|
|
1,011
|
|
|
1.0
|
|
|
1,684
|
|
|
1.6
|
|
|||
Other
|
34
|
|
|
—
|
|
|
316
|
|
|
0.3
|
|
|
61
|
|
|
—
|
|
|||
Total provision for income taxes
|
$
|
49,198
|
|
|
38.6
|
|
|
$
|
29,133
|
|
|
28.7
|
|
|
$
|
40,529
|
|
|
38.2
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
(In thousands)
|
|
|
|
|
|
||||||
Balance – beginning of year
|
$
|
1,236
|
|
|
1,016
|
|
|
292
|
|
||
Additions based on tax positions related to the current year
|
2,229
|
|
|
360
|
|
|
831
|
|
|||
Reductions based on lapse of statute of limitations
|
(45
|
)
|
|
(140
|
)
|
|
(107
|
)
|
|||
Balance – end of year
|
$
|
3,420
|
|
|
$
|
1,236
|
|
|
$
|
1,016
|
|
(In thousands)
|
Facilities
|
|
Equipment
|
|
Total
|
||||||
Year Ending March 31,
|
|
|
|
|
|
||||||
2016
|
$
|
1,612
|
|
|
$
|
311
|
|
|
$
|
1,923
|
|
2017
|
1,772
|
|
|
77
|
|
|
1,849
|
|
|||
2018
|
1,856
|
|
|
—
|
|
|
1,856
|
|
|||
2019
|
1,864
|
|
|
—
|
|
|
1,864
|
|
|||
2020
|
2,465
|
|
|
—
|
|
|
2,465
|
|
|||
|
$
|
9,569
|
|
|
$
|
388
|
|
|
$
|
9,957
|
|
|
Year ending March 31,
|
||||||
(In thousands)
|
2015
|
|
2014
|
||||
Minimum lease payments
|
$
|
9,957
|
|
|
$
|
4,621
|
|
Less: Sublease rentals
|
(1,401
|
)
|
|
—
|
|
||
|
$
|
8,556
|
|
|
$
|
4,621
|
|
(In thousands)
|
|
||
Year Ending March 31,
|
|
||
2016
|
1,074
|
|
|
2017
|
1,044
|
|
|
2018
|
1,013
|
|
|
2019
|
982
|
|
|
2020
|
560
|
|
|
Thereafter
|
—
|
|
|
|
$
|
4,673
|
|
|
Year Ended March 31, 2015
|
||||||||||||||
(In thousands)
|
North American OTC
Healthcare |
|
International OTC
Healthcare |
|
Household
Cleaning
|
|
Consolidated
|
||||||||
Gross segment revenues
|
$
|
566,256
|
|
|
$
|
61,116
|
|
|
$
|
86,085
|
|
|
$
|
713,457
|
|
Elimination of intersegment revenues
|
(3,387
|
)
|
|
—
|
|
|
—
|
|
|
(3,387
|
)
|
||||
Third-party segment revenues
|
562,869
|
|
|
61,116
|
|
|
86,085
|
|
|
710,070
|
|
||||
Other revenues
|
637
|
|
|
64
|
|
|
3,852
|
|
|
4,553
|
|
||||
Total segment revenues
|
563,506
|
|
|
61,180
|
|
|
89,937
|
|
|
714,623
|
|
||||
Cost of sales
|
216,781
|
|
|
22,820
|
|
|
68,799
|
|
|
308,400
|
|
||||
Gross profit
|
346,725
|
|
|
38,360
|
|
|
21,138
|
|
|
406,223
|
|
||||
Advertising and promotion
|
86,897
|
|
|
10,922
|
|
|
1,832
|
|
|
99,651
|
|
||||
Contribution margin
|
$
|
259,828
|
|
|
$
|
27,438
|
|
|
$
|
19,306
|
|
|
306,572
|
|
|
Other operating expenses
|
|
|
|
|
|
|
|
|
99,013
|
|
|||||
Operating income
|
|
|
|
|
|
|
|
|
207,559
|
|
|||||
Other expense
|
|
|
|
|
|
|
|
|
80,101
|
|
|||||
Income before income taxes
|
|
|
|
|
|
|
127,458
|
|
|||||||
Provision for income taxes
|
|
|
|
|
|
|
|
|
49,198
|
|
|||||
Net income
|
|
|
|
|
|
|
$
|
78,260
|
|
|
Year Ended March 31, 2014
|
||||||||||||||
(In thousands)
|
North American OTC
Healthcare |
|
International OTC
Healthcare |
|
Household
Cleaning |
|
Consolidated
|
||||||||
Gross segment revenues
|
$
|
482,138
|
|
|
$
|
29,872
|
|
|
$
|
83,629
|
|
|
$
|
595,639
|
|
Elimination of intersegment revenues
|
(3,185
|
)
|
|
—
|
|
|
—
|
|
|
(3,185
|
)
|
||||
Third-party segment revenues
|
478,953
|
|
|
29,872
|
|
|
83,629
|
|
|
592,454
|
|
||||
Other revenues
|
749
|
|
|
42
|
|
|
4,136
|
|
|
4,927
|
|
||||
Total segment revenues
|
479,702
|
|
|
29,914
|
|
|
87,765
|
|
|
597,381
|
|
||||
Cost of sales
|
184,796
|
|
|
12,646
|
|
|
64,388
|
|
|
261,830
|
|
||||
Gross profit
|
294,906
|
|
|
17,268
|
|
|
23,377
|
|
|
335,551
|
|
||||
Advertising and promotion
|
77,083
|
|
|
5,264
|
|
|
2,621
|
|
|
84,968
|
|
||||
Contribution margin
|
$
|
217,823
|
|
|
$
|
12,004
|
|
|
$
|
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
|
||||||||||||||
(In thousands)
|
North American OTC
Healthcare |
|
International OTC
Healthcare |
|
Household
Cleaning |
|
Consolidated
|
||||||||
Gross segment revenues
|
$
|
519,046
|
|
|
$
|
14,493
|
|
|
$
|
83,376
|
|
|
$
|
616,915
|
|
Elimination of intersegment revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Third-party segment revenues
|
519,046
|
|
|
14,493
|
|
|
83,376
|
|
|
616,915
|
|
||||
Other revenues
|
639
|
|
|
45
|
|
|
2,519
|
|
|
3,203
|
|
||||
Total segment revenues
|
519,685
|
|
|
14,538
|
|
|
85,895
|
|
|
620,118
|
|
||||
Cost of sales
|
205,389
|
|
|
6,265
|
|
|
64,727
|
|
|
276,381
|
|
||||
Gross profit
|
314,296
|
|
|
8,273
|
|
|
21,168
|
|
|
343,737
|
|
||||
Advertising and promotion
|
80,051
|
|
|
1,643
|
|
|
5,457
|
|
|
87,151
|
|
||||
Contribution margin
|
$
|
234,245
|
|
|
$
|
6,630
|
|
|
$
|
15,711
|
|
|
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, 2015
|
||||||||||||||
(In thousands)
|
North American OTC
Healthcare |
|
International OTC
Healthcare |
|
Household
Cleaning |
|
Consolidated
|
||||||||
Analgesics
|
$
|
111,954
|
|
|
$
|
2,597
|
|
|
$
|
—
|
|
|
$
|
114,551
|
|
Cough & Cold
|
103,686
|
|
|
18,080
|
|
|
—
|
|
|
121,766
|
|
||||
Women's Health
|
71,506
|
|
|
2,261
|
|
|
—
|
|
|
73,767
|
|
||||
Gastrointestinal
|
77,596
|
|
|
19,372
|
|
|
—
|
|
|
96,968
|
|
||||
Eye & Ear Care
|
81,849
|
|
|
16,076
|
|
|
—
|
|
|
97,925
|
|
||||
Dermatologicals
|
64,806
|
|
|
2,289
|
|
|
—
|
|
|
67,095
|
|
||||
Oral Care
|
45,916
|
|
|
483
|
|
|
—
|
|
|
46,399
|
|
||||
Other OTC
|
6,193
|
|
|
22
|
|
|
—
|
|
|
6,215
|
|
||||
Household Cleaning
|
—
|
|
|
—
|
|
|
89,937
|
|
|
89,937
|
|
||||
Total segment revenues
|
$
|
563,506
|
|
|
$
|
61,180
|
|
|
$
|
89,937
|
|
|
$
|
714,623
|
|
|
Year Ended March 31, 2014
|
||||||||||||||
(In thousands)
|
North American OTC
Healthcare |
|
International OTC
Healthcare |
|
Household
Cleaning |
|
Consolidated
|
||||||||
Analgesics
|
$
|
108,101
|
|
|
$
|
1,883
|
|
|
$
|
—
|
|
|
$
|
109,984
|
|
Cough & Cold
|
100,060
|
|
|
13,365
|
|
|
—
|
|
|
113,425
|
|
||||
Women's Health
|
1,960
|
|
|
1,835
|
|
|
—
|
|
|
3,795
|
|
||||
Gastrointestinal
|
81,469
|
|
|
838
|
|
|
—
|
|
|
82,307
|
|
||||
Eye & Ear Care
|
75,568
|
|
|
9,923
|
|
|
—
|
|
|
85,491
|
|
||||
Dermatologicals
|
56,436
|
|
|
1,655
|
|
|
—
|
|
|
58,091
|
|
||||
Oral Care
|
47,900
|
|
|
413
|
|
|
—
|
|
|
48,313
|
|
||||
Other OTC
|
8,208
|
|
|
2
|
|
|
—
|
|
|
8,210
|
|
||||
Household Cleaning
|
—
|
|
|
—
|
|
|
87,765
|
|
|
87,765
|
|
||||
Total segment revenues
|
$
|
479,702
|
|
|
$
|
29,914
|
|
|
$
|
87,765
|
|
|
$
|
597,381
|
|
|
Year Ended March 31, 2013
|
||||||||||||||
(In thousands)
|
North American OTC
Healthcare |
|
International OTC
Healthcare |
|
Household
Cleaning |
|
Consolidated
|
||||||||
Analgesics
|
$
|
107,272
|
|
|
$
|
245
|
|
|
$
|
—
|
|
|
$
|
107,517
|
|
Cough & Cold
|
121,514
|
|
|
4,277
|
|
|
—
|
|
|
125,791
|
|
||||
Women's Health
|
2,544
|
|
|
—
|
|
|
—
|
|
|
2,544
|
|
||||
Gastrointestinal
|
97,536
|
|
|
82
|
|
|
—
|
|
|
97,618
|
|
||||
Eye & Ear Care
|
76,960
|
|
|
9,116
|
|
|
—
|
|
|
86,076
|
|
||||
Dermatologicals
|
56,114
|
|
|
399
|
|
|
—
|
|
|
56,513
|
|
||||
Oral Care
|
49,002
|
|
|
419
|
|
|
—
|
|
|
49,421
|
|
||||
Other OTC
|
8,743
|
|
|
—
|
|
|
—
|
|
|
8,743
|
|
||||
Household Cleaning
|
—
|
|
|
—
|
|
|
85,895
|
|
|
85,895
|
|
||||
Total segment revenues
|
$
|
519,685
|
|
|
$
|
14,538
|
|
|
$
|
85,895
|
|
|
$
|
620,118
|
|
(In thousands)
|
North American OTC
Healthcare |
|
International OTC
Healthcare |
|
Household
Cleaning |
|
Consolidated
|
||||||||
Goodwill
|
$
|
263,411
|
|
|
$
|
20,440
|
|
|
$
|
6,800
|
|
|
$
|
290,651
|
|
|
|
|
|
|
|
|
|
||||||||
Intangible assets
|
|
|
|
|
|
|
|
|
|||||||
Indefinite-lived
|
1,676,991
|
|
|
86,141
|
|
|
110,272
|
|
|
1,873,404
|
|
||||
Finite-lived
|
235,642
|
|
|
1,231
|
|
|
24,423
|
|
|
261,296
|
|
||||
Intangible assets, net
|
1,912,633
|
|
|
87,372
|
|
|
134,695
|
|
|
2,134,700
|
|
||||
Total
|
$
|
2,176,044
|
|
|
$
|
107,812
|
|
|
$
|
141,495
|
|
|
$
|
2,425,351
|
|
|
|
Quarterly Period Ended
|
||||||||||||||
(In thousands, except for per share data)
|
|
June 30,
2014
|
|
September 30,
2014
|
|
December 31,
2014
|
|
March 31,
2015
|
||||||||
Total revenues
|
|
$
|
145,702
|
|
|
$
|
181,269
|
|
|
$
|
197,606
|
|
|
$
|
190,046
|
|
Cost of sales (exclusive of depreciation shown below)
|
|
63,836
|
|
|
78,727
|
|
|
85,861
|
|
|
79,976
|
|
||||
Gross profit
|
|
81,866
|
|
|
102,542
|
|
|
111,745
|
|
|
110,070
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Advertising and promotion
|
|
19,096
|
|
|
25,044
|
|
|
30,144
|
|
|
25,367
|
|
||||
General and administrative
|
|
17,006
|
|
|
27,128
|
|
|
19,454
|
|
|
17,685
|
|
||||
Depreciation and amortization
|
|
2,961
|
|
|
3,852
|
|
|
5,154
|
|
|
5,773
|
|
||||
|
|
39,063
|
|
|
56,024
|
|
|
54,752
|
|
|
48,825
|
|
||||
Operating income
|
|
42,803
|
|
|
46,518
|
|
|
56,993
|
|
|
61,245
|
|
||||
Net interest expense
|
|
14,653
|
|
|
18,193
|
|
|
24,592
|
|
|
23,796
|
|
||||
Gain on sale of asset
|
|
—
|
|
|
—
|
|
|
(1,133
|
)
|
|
—
|
|
||||
Income before income taxes
|
|
28,150
|
|
|
28,325
|
|
|
33,534
|
|
|
37,449
|
|
||||
Provision for income taxes
|
|
11,418
|
|
|
11,862
|
|
|
12,241
|
|
|
13,677
|
|
||||
Net income
|
|
$
|
16,732
|
|
|
$
|
16,463
|
|
|
$
|
21,293
|
|
|
$
|
23,772
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.32
|
|
|
$
|
0.32
|
|
|
$
|
0.41
|
|
|
$
|
0.45
|
|
Diluted
|
|
$
|
0.32
|
|
|
$
|
0.31
|
|
|
$
|
0.40
|
|
|
$
|
0.45
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
51,956
|
|
|
52,088
|
|
|
52,278
|
|
|
52,356
|
|
||||
Diluted
|
|
52,533
|
|
|
52,594
|
|
|
52,730
|
|
|
52,821
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
||||||||
Currency translation adjustments
|
|
2,726
|
|
|
(10,830
|
)
|
|
(8,779
|
)
|
|
(7,268
|
)
|
||||
Total other comprehensive income (loss)
|
|
2,726
|
|
|
(10,830
|
)
|
|
(8,779
|
)
|
|
(7,268
|
)
|
||||
Comprehensive income
|
|
$
|
19,458
|
|
|
$
|
5,633
|
|
|
$
|
12,514
|
|
|
$
|
16,504
|
|
|
||||||||||||||||
|
|
Quarterly Period Ended
|
||||||||||||||
(In thousands, except for per share data)
|
|
June 30,
2013
|
|
September 30,
2013
|
|
December 31,
2013
|
|
March 31,
2014
|
||||||||
Total revenues
|
|
$
|
142,512
|
|
|
$
|
166,945
|
|
|
$
|
144,871
|
|
|
$
|
143,053
|
|
Cost of sales (exclusive of depreciation shown below)
|
|
59,488
|
|
|
73,723
|
|
|
64,403
|
|
|
64,216
|
|
||||
Gross profit
|
|
83,024
|
|
|
93,222
|
|
|
80,468
|
|
|
78,837
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Advertising and promotion
|
|
18,681
|
|
|
24,547
|
|
|
24,229
|
|
|
17,511
|
|
||||
General and administrative
|
|
11,634
|
|
|
11,619
|
|
|
12,137
|
|
|
13,091
|
|
||||
Depreciation and amortization
|
|
3,268
|
|
|
3,294
|
|
|
3,644
|
|
|
3,280
|
|
||||
|
|
33,583
|
|
|
39,460
|
|
|
40,010
|
|
|
33,882
|
|
||||
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 (loss)
|
|
$
|
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
|
|
(In thousands)
|
|
Prestige
Brands
Holdings,
Inc.
|
|
Prestige
Brands,
Inc.,
the issuer
|
|
Combined
Subsidiary
Guarantors
|
|
Combined
Non-
guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
|
$
|
—
|
|
|
$
|
106,439
|
|
|
$
|
555,388
|
|
|
$
|
51,630
|
|
|
$
|
(3,387
|
)
|
|
$
|
710,070
|
|
Other revenues
|
|
—
|
|
|
385
|
|
|
4,452
|
|
|
1,497
|
|
|
(1,781
|
)
|
|
4,553
|
|
||||||
Total revenues
|
|
—
|
|
|
106,824
|
|
|
559,840
|
|
|
53,127
|
|
|
(5,168
|
)
|
|
714,623
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of sales (exclusive of depreciation shown below)
|
|
—
|
|
|
39,637
|
|
|
254,670
|
|
|
19,127
|
|
|
(5,034
|
)
|
|
308,400
|
|
||||||
Gross profit
|
|
—
|
|
|
67,187
|
|
|
305,170
|
|
|
34,000
|
|
|
(134
|
)
|
|
406,223
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Advertising and promotion
|
|
—
|
|
|
8,828
|
|
|
79,944
|
|
|
10,879
|
|
|
—
|
|
|
99,651
|
|
||||||
General and administrative
|
|
4,571
|
|
|
9,090
|
|
|
55,209
|
|
|
12,403
|
|
|
—
|
|
|
81,273
|
|
||||||
Depreciation and amortization
|
|
3,381
|
|
|
592
|
|
|
12,752
|
|
|
1,015
|
|
|
—
|
|
|
17,740
|
|
||||||
Total operating expenses
|
|
7,952
|
|
|
18,510
|
|
|
147,905
|
|
|
24,297
|
|
|
—
|
|
|
198,664
|
|
||||||
Operating income (loss)
|
|
(7,952
|
)
|
|
48,677
|
|
|
157,265
|
|
|
9,703
|
|
|
(134
|
)
|
|
207,559
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other (income) expense
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income
|
|
(48,543
|
)
|
|
(73,755
|
)
|
|
(5,373
|
)
|
|
(456
|
)
|
|
128,035
|
|
|
(92
|
)
|
||||||
Interest expense
|
|
34,198
|
|
|
81,326
|
|
|
88,464
|
|
|
5,373
|
|
|
(128,035
|
)
|
|
81,326
|
|
||||||
Gain on sale of asset
|
|
—
|
|
|
—
|
|
|
(1,133
|
)
|
|
—
|
|
|
—
|
|
|
(1,133
|
)
|
||||||
Equity in income of subsidiaries
|
|
(76,383
|
)
|
|
(51,573
|
)
|
|
(2,013
|
)
|
|
—
|
|
|
129,969
|
|
|
—
|
|
||||||
Total other expense (income)
|
|
(90,728
|
)
|
|
(44,002
|
)
|
|
79,945
|
|
|
4,917
|
|
|
129,969
|
|
|
80,101
|
|
||||||
Income (loss) before income taxes
|
|
82,776
|
|
|
92,679
|
|
|
77,320
|
|
|
4,786
|
|
|
(130,103
|
)
|
|
127,458
|
|
||||||
Provision for income taxes
|
|
4,516
|
|
|
14,798
|
|
|
27,111
|
|
|
2,773
|
|
|
—
|
|
|
49,198
|
|
||||||
Net income (loss)
|
|
$
|
78,260
|
|
|
$
|
77,881
|
|
|
$
|
50,209
|
|
|
$
|
2,013
|
|
|
$
|
(130,103
|
)
|
|
$
|
78,260
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Currency translation adjustments
|
|
(24,151
|
)
|
|
(24,151
|
)
|
|
(24,151
|
)
|
|
(24,151
|
)
|
|
72,453
|
|
|
(24,151
|
)
|
||||||
Total other comprehensive income (loss)
|
|
(24,151
|
)
|
|
(24,151
|
)
|
|
(24,151
|
)
|
|
(24,151
|
)
|
|
72,453
|
|
|
(24,151
|
)
|
||||||
Comprehensive income (loss)
|
|
$
|
54,109
|
|
|
$
|
53,730
|
|
|
$
|
26,058
|
|
|
$
|
(22,138
|
)
|
|
$
|
(57,650
|
)
|
|
$
|
54,109
|
|
(In thousands)
|
|
Prestige
Brands
Holdings,
Inc.
|
|
Prestige
Brands,
Inc.,
the issuer
|
|
Combined
Subsidiary
Guarantors
|
|
Combined
Non-
guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
|
$
|
—
|
|
|
$
|
97,509
|
|
|
$
|
474,338
|
|
|
$
|
23,286
|
|
|
$
|
(2,679
|
)
|
|
$
|
592,454
|
|
Other revenues
|
|
—
|
|
|
295
|
|
|
4,886
|
|
|
1,639
|
|
|
(1,893
|
)
|
|
4,927
|
|
||||||
Total revenues
|
|
—
|
|
|
97,804
|
|
|
479,224
|
|
|
24,925
|
|
|
(4,572
|
)
|
|
597,381
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of sales (exclusive of depreciation shown below)
|
|
—
|
|
|
37,272
|
|
|
218,692
|
|
|
9,428
|
|
|
(3,562
|
)
|
|
261,830
|
|
||||||
Gross profit
|
|
—
|
|
|
60,532
|
|
|
260,532
|
|
|
15,497
|
|
|
(1,010
|
)
|
|
335,551
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Advertising and promotion
|
|
—
|
|
|
10,223
|
|
|
69,583
|
|
|
5,162
|
|
|
—
|
|
|
84,968
|
|
||||||
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
|
|
|
18,826
|
|
|
113,767
|
|
|
8,208
|
|
|
—
|
|
|
146,935
|
|
||||||
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
|
|
$
|
—
|
|
|
$
|
102,203
|
|
|
$
|
510,041
|
|
|
$
|
4,671
|
|
|
$
|
—
|
|
|
$
|
616,915
|
|
Other revenues
|
|
—
|
|
|
278
|
|
|
3,158
|
|
|
1,517
|
|
|
(1,750
|
)
|
|
3,203
|
|
||||||
Total revenues
|
|
—
|
|
|
102,481
|
|
|
513,199
|
|
|
6,188
|
|
|
(1,750
|
)
|
|
620,118
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of sales (exclusive of depreciation shown below)
|
|
—
|
|
|
39,333
|
|
|
236,795
|
|
|
2,003
|
|
|
(1,750
|
)
|
|
276,381
|
|
||||||
Gross profit
|
|
—
|
|
|
63,148
|
|
|
276,404
|
|
|
4,185
|
|
|
—
|
|
|
343,737
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Advertising and promotion
|
|
—
|
|
|
12,102
|
|
|
73,623
|
|
|
1,426
|
|
|
—
|
|
|
87,151
|
|
||||||
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
|
|
|
19,588
|
|
|
123,597
|
|
|
2,195
|
|
|
—
|
|
|
151,853
|
|
||||||
Operating (loss) income
|
|
(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
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
|
$
|
11,387
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,931
|
|
|
$
|
—
|
|
|
$
|
21,318
|
|
Accounts receivable, net
|
|
—
|
|
|
14,539
|
|
|
66,523
|
|
|
6,796
|
|
|
—
|
|
|
87,858
|
|
||||||
Inventories
|
|
—
|
|
|
8,667
|
|
|
60,297
|
|
|
6,182
|
|
|
(1,146
|
)
|
|
74,000
|
|
||||||
Deferred income tax assets
|
|
452
|
|
|
674
|
|
|
6,497
|
|
|
474
|
|
|
—
|
|
|
8,097
|
|
||||||
Prepaid expenses and other current assets
|
|
5,731
|
|
|
141
|
|
|
3,804
|
|
|
758
|
|
|
—
|
|
|
10,434
|
|
||||||
Total current assets
|
|
17,570
|
|
|
24,021
|
|
|
137,121
|
|
|
24,141
|
|
|
(1,146
|
)
|
|
201,707
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment, net
|
|
10,726
|
|
|
175
|
|
|
2,207
|
|
|
636
|
|
|
—
|
|
|
13,744
|
|
||||||
Goodwill
|
|
—
|
|
|
66,007
|
|
|
204,205
|
|
|
20,439
|
|
|
—
|
|
|
290,651
|
|
||||||
Intangible assets, net
|
|
—
|
|
|
192,325
|
|
|
1,854,798
|
|
|
87,577
|
|
|
—
|
|
|
2,134,700
|
|
||||||
Other long-term assets
|
|
—
|
|
|
28,603
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,603
|
|
||||||
Intercompany receivables
|
|
1,210,017
|
|
|
2,607,054
|
|
|
668,169
|
|
|
8,764
|
|
|
(4,494,004
|
)
|
|
—
|
|
||||||
Investment in subsidiary
|
|
1,545,575
|
|
|
1,228,535
|
|
|
65,564
|
|
|
—
|
|
|
(2,839,674
|
)
|
|
—
|
|
||||||
Total Assets
|
|
$
|
2,783,888
|
|
|
$
|
4,146,720
|
|
|
$
|
2,932,064
|
|
|
$
|
141,557
|
|
|
$
|
(7,334,824
|
)
|
|
$
|
2,669,405
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
|
$
|
1,959
|
|
|
$
|
6,829
|
|
|
$
|
32,898
|
|
|
$
|
4,429
|
|
|
$
|
—
|
|
|
$
|
46,115
|
|
Accrued interest payable
|
|
—
|
|
|
11,974
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,974
|
|
||||||
Other accrued liabilities
|
|
10,378
|
|
|
1,153
|
|
|
25,795
|
|
|
3,622
|
|
|
—
|
|
|
40,948
|
|
||||||
Total current liabilities
|
|
12,337
|
|
|
19,956
|
|
|
58,693
|
|
|
8,051
|
|
|
—
|
|
|
99,037
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Principal amount
|
|
—
|
|
|
1,593,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,593,600
|
|
||||||
Less unamortized discount
|
|
—
|
|
|
(4,889
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,889
|
)
|
||||||
Long-term debt, net of unamortized discount
|
|
—
|
|
|
1,588,711
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,588,711
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deferred income tax liabilities
|
|
—
|
|
|
59,038
|
|
|
292,504
|
|
|
27
|
|
|
—
|
|
|
351,569
|
|
||||||
Other long-term liabilities
|
|
—
|
|
|
—
|
|
|
2,293
|
|
|
171
|
|
|
—
|
|
|
2,464
|
|
||||||
Intercompany payables
|
|
2,143,927
|
|
|
1,001,219
|
|
|
1,279,833
|
|
|
69,025
|
|
|
(4,494,004
|
)
|
|
—
|
|
||||||
Total Liabilities
|
|
2,156,264
|
|
|
2,668,924
|
|
|
1,633,323
|
|
|
77,274
|
|
|
(4,494,004
|
)
|
|
2,041,781
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Common stock
|
|
525
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
525
|
|
||||||
Additional paid-in capital
|
|
426,584
|
|
|
1,280,948
|
|
|
1,131,578
|
|
|
74,031
|
|
|
(2,486,557
|
)
|
|
426,584
|
|
||||||
Treasury stock, at cost - 266 shares
|
|
(3,478
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,478
|
)
|
||||||
Accumulated other comprehensive income (loss), net of tax
|
|
(23,412
|
)
|
|
(23,412
|
)
|
|
(23,412
|
)
|
|
(23,412
|
)
|
|
70,236
|
|
|
(23,412
|
)
|
||||||
Retained earnings (accumulated deficit)
|
|
227,405
|
|
|
220,260
|
|
|
190,575
|
|
|
13,664
|
|
|
(424,499
|
)
|
|
227,405
|
|
||||||
Total Stockholders' Equity
|
|
627,624
|
|
|
1,477,796
|
|
|
1,298,741
|
|
|
64,283
|
|
|
(2,840,820
|
)
|
|
627,624
|
|
||||||
Total Liabilities and Stockholders' Equity
|
|
$
|
2,783,888
|
|
|
$
|
4,146,720
|
|
|
$
|
2,932,064
|
|
|
$
|
141,557
|
|
|
$
|
(7,334,824
|
)
|
|
$
|
2,669,405
|
|
(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
|
||||||||||||
Operating Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss)
|
|
$
|
78,260
|
|
|
$
|
77,881
|
|
|
$
|
50,209
|
|
|
$
|
2,013
|
|
|
$
|
(130,103
|
)
|
|
$
|
78,260
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation and amortization
|
|
3,381
|
|
|
592
|
|
|
12,752
|
|
|
1,015
|
|
|
—
|
|
|
17,740
|
|
||||||
Gain on sale of asset
|
|
—
|
|
|
—
|
|
|
(1,133
|
)
|
|
—
|
|
|
—
|
|
|
(1,133
|
)
|
||||||
Deferred income taxes
|
|
(192
|
)
|
|
2,462
|
|
|
26,795
|
|
|
(143
|
)
|
|
—
|
|
|
28,922
|
|
||||||
Long term income taxes payable
|
|
—
|
|
|
—
|
|
|
2,294
|
|
|
—
|
|
|
—
|
|
|
2,294
|
|
||||||
Amortization of deferred financing costs
|
|
—
|
|
|
6,735
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,735
|
|
||||||
Stock-based compensation costs
|
|
6,918
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,918
|
|
||||||
Amortization of debt discount
|
|
—
|
|
|
2,086
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,086
|
|
||||||
Lease termination costs
|
|
—
|
|
|
—
|
|
|
785
|
|
|
—
|
|
|
—
|
|
|
785
|
|
||||||
Loss on sale or disposal of equipment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
321
|
|
|
—
|
|
|
321
|
|
||||||
Equity in income of subsidiaries
|
|
(76,383
|
)
|
|
(51,573
|
)
|
|
(2,013
|
)
|
|
—
|
|
|
129,969
|
|
|
—
|
|
||||||
Changes in operating assets and liabilities, net of effects from acquisitions
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts receivable
|
|
473
|
|
|
(294
|
)
|
|
5,146
|
|
|
(3,717
|
)
|
|
—
|
|
|
1,608
|
|
||||||
Inventories
|
|
—
|
|
|
5,690
|
|
|
8,981
|
|
|
555
|
|
|
134
|
|
|
15,360
|
|
||||||
Prepaid expenses and other current assets
|
|
2,273
|
|
|
(28
|
)
|
|
2,631
|
|
|
(212
|
)
|
|
—
|
|
|
4,664
|
|
||||||
Accounts payable
|
|
(2,457
|
)
|
|
(829
|
)
|
|
(16,734
|
)
|
|
2,383
|
|
|
—
|
|
|
(17,637
|
)
|
||||||
Accrued liabilities
|
|
2,650
|
|
|
1,384
|
|
|
3,560
|
|
|
1,738
|
|
|
—
|
|
|
9,332
|
|
||||||
Net cash provided by operating activities
|
|
14,923
|
|
|
44,106
|
|
|
93,273
|
|
|
3,953
|
|
|
—
|
|
|
156,255
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property and equipment
|
|
(5,029
|
)
|
|
(119
|
)
|
|
(739
|
)
|
|
(214
|
)
|
|
—
|
|
|
(6,101
|
)
|
||||||
Proceeds from sale of business
|
|
—
|
|
|
—
|
|
|
18,500
|
|
|
—
|
|
|
—
|
|
|
18,500
|
|
||||||
Proceeds from sale of asset
|
|
—
|
|
|
—
|
|
|
10,000
|
|
|
—
|
|
|
—
|
|
|
10,000
|
|
||||||
Acquisition of Insight Pharmaceuticals, less cash acquired
|
|
—
|
|
|
—
|
|
|
(749,666
|
)
|
|
—
|
|
|
—
|
|
|
(749,666
|
)
|
||||||
Acquisition of the Hydralyte brand
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(77,991
|
)
|
|
—
|
|
|
(77,991
|
)
|
||||||
Intercompany activity, net
|
|
—
|
|
|
(809,157
|
)
|
|
731,166
|
|
|
77,991
|
|
|
—
|
|
|
—
|
|
||||||
Net cash (used in) provided by investing activities
|
|
(5,029
|
)
|
|
(809,276
|
)
|
|
9,261
|
|
|
(214
|
)
|
|
—
|
|
|
(805,258
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Term loan borrowings
|
|
—
|
|
|
720,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
720,000
|
|
||||||
Term loan repayments
|
|
—
|
|
|
(130,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(130,000
|
)
|
||||||
Borrowings under revolving credit agreement
|
|
—
|
|
|
124,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
124,600
|
|
||||||
Repayments under revolving credit agreement
|
|
—
|
|
|
(58,500
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58,500
|
)
|
||||||
Payment of deferred financing costs
|
|
—
|
|
|
(16,072
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,072
|
)
|
||||||
Proceeds from exercise of stock options
|
|
3,954
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,954
|
|
||||||
Proceeds from restricted stock exercises
|
|
57
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57
|
|
||||||
Excess tax benefits from share-based awards
|
|
1,330
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,330
|
|
||||||
Fair value of shares surrendered as payment of tax withholding
|
|
(2,104
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,104
|
)
|
||||||
Intercompany activity, net
|
|
(26,388
|
)
|
|
125,142
|
|
|
(102,534
|
)
|
|
3,780
|
|
|
—
|
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities
|
|
(23,151
|
)
|
|
765,170
|
|
|
(102,534
|
)
|
|
3,780
|
|
|
—
|
|
|
643,265
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Effects of exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,275
|
)
|
|
—
|
|
|
(1,275
|
)
|
||||||
(Decrease) increase in cash and cash equivalents
|
|
(13,257
|
)
|
|
—
|
|
|
—
|
|
|
6,244
|
|
|
—
|
|
|
(7,013
|
)
|
||||||
Cash and cash equivalents - beginning of year
|
|
24,644
|
|
|
—
|
|
|
—
|
|
|
3,687
|
|
|
—
|
|
|
28,331
|
|
||||||
Cash and cash equivalents - end of year
|
|
$
|
11,387
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,931
|
|
|
$
|
—
|
|
|
$
|
21,318
|
|
(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 on 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 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 investing activities
|
|
(2,351
|
)
|
|
(55,334
|
)
|
|
(105
|
)
|
|
(186
|
)
|
|
—
|
|
|
(57,976
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from issuance of 2013 Senior Notes
|
|
—
|
|
|
400,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
400,000
|
|
||||||
Repayment of 2010 Senior Notes
|
|
—
|
|
|
(250,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(250,000
|
)
|
||||||
Term loan repayments
|
|
—
|
|
|
(157,500
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(157,500
|
)
|
||||||
Borrowings under revolving credit agreement
|
|
—
|
|
|
50,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50,000
|
|
||||||
Repayment under revolving credit agreement
|
|
—
|
|
|
(83,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(83,000
|
)
|
||||||
Payment of deferred financing costs
|
|
—
|
|
|
(7,466
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,466
|
)
|
||||||
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
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Effect 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 sale of property and equipment
|
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
||||||
Proceeds from the sale of 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
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Term loan repayments
|
|
—
|
|
|
(190,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(190,000
|
)
|
||||||
Borrowings under revolving credit agreement
|
|
—
|
|
|
48,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48,000
|
|
||||||
Repayments under revolving credit agreement
|
|
—
|
|
|
(15,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,000
|
)
|
||||||
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
|
|
(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, 2015
|
Consolidated Balance Sheets at March 31, 2015 and 2014
|
Consolidated Statements of Changes in Stockholders’ Equity and Comprehensive
Income for each of the three years in the period ended March 31, 2015
|
Consolidated Statements of Cash Flows for each of the three years
in the period ended March 31, 2015
|
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 14, 2015
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ MATTHEW M. MANNELLY
|
|
Director, President
and Chief Executive Officer
|
|
May 14, 2015
|
Matthew M. Mannelly
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ RONALD M. LOMBARDI
|
|
Chief Financial Officer
|
|
May 14, 2015
|
Ronald M. Lombardi
|
|
(Principal Financial Officer and
|
|
|
|
|
Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ JOHN E. BYOM
|
|
Director
|
|
May 14, 2015
|
John E. Byom
|
|
|
|
|
|
|
|
|
|
/s/ GARY E. COSTLEY
|
|
Director
|
|
May 14, 2015
|
Gary E. Costley
|
|
|
|
|
|
|
|
|
|
/s/ CHARLES J. HINKATY
|
|
Director
|
|
May 14, 2015
|
Charles J. Hinkaty
|
|
|
|
|
|
|
|
|
|
/s/ JAMES M. JENNESS
|
|
Director
|
|
May 14, 2015
|
James M. Jenness
|
|
|
|
|
|
|
|
|
|
/s/ CARL J. JOHNSON
|
|
Director
|
|
May 14, 2015
|
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, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserves for sales returns and allowance
|
$
|
7,395
|
|
|
$
|
34,598
|
|
|
$
|
(35,277
|
)
|
|
$
|
—
|
|
|
$
|
6,716
|
|
Reserves for trade promotions
|
6,101
|
|
|
60,499
|
|
|
(56,668
|
)
|
|
—
|
|
|
9,932
|
|
|||||
Reserves for consumer coupon redemptions
|
1,742
|
|
|
5,089
|
|
|
(5,159
|
)
|
|
—
|
|
|
1,672
|
|
|||||
Allowance for doubtful accounts
|
1,035
|
|
|
340
|
|
|
(98
|
)
|
|
—
|
|
|
1,277
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
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
|
|
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 (filed as Exhibit 2.5 to the Company's Annual Report on Form 10-K filed with the SEC on May 19, 2014). +
|
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
|
|
Amendment No. 2, dated as of September 3, 2014, to the Term Loan Credit Agreement (as amended by Amendment No.1, dated as of February 21, 2013), 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 Quarterly Report on Form 10-Q filed with the SEC on February 5, 2015).+
|
10.6
|
|
Amendment No. 3, dated as of May 8, 2015, to the Term Loan Credit Agreement, dated as of December 31, 2012, as amended by Amendment No. 1, dated as of February 21, 2013, and as further amended by Amendment No. 2, dated as of September 3, 2014, among Prestige Brands Holdings, Inc., Prestige Brands, Inc., the other Guarantors from time to time party thereto, the lender from time to time party thereto and Citibank, N.A. as administrative agent.*
|
10.7
|
|
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).+
|
10.8
|
|
$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.).+
|
10.9
|
|
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).+
|
10.10
|
|
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).+
|
10.11
|
|
Amendment No. 3, dated as of September 3, 2014, to the ABL Credit Agreement (as amended by that certain Incremental Amendment, dated as of September 12, 2012, and that certain Incremental Amendment, dated as of June 11, 2013), dated as of January 31, 2012, among Prestige Brands Holdings, Inc., Prestige Brands, Inc., the other Guarantors from time to time party thereto, the lenders from time to time party thereto and Citibank, N.A. as administrative agent, L/C issuer and swing line lender (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 3, 2014, and incorporated herein by reference).
|
10.12
|
|
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).+
|
10.13
|
|
Amendment to agreement of lease between RA 660 White Plains Road LLC and Prestige Brands, Inc. (filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on August 7, 2014). +
|
10.14
|
|
Second Amendment to 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 November 6, 2014). +
|
10.15
|
|
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).+@
|
10.16
|
|
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).+@
|
10.17
|
|
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).+@
|
10.18
|
|
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).+@
|
10.19
|
|
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).+@
|
10.20
|
|
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).+@
|
10.21
|
|
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). +@
|
10.22
|
|
Executive Employment Agreement, dated as of August 11, 2014, by and between Prestige Brands Holdings, Inc. and Thomas Hochuli (filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2014)+@
|
10.23
|
|
Executive Retirement Agreement, dated as of April 22, 2015, by and between Prestige Brands Holdings, Inc. and Matthew M. Mannelly*@
|
10.24
|
|
Executive Employment Agreement, dated as of April 22, 2015, by and between Prestige Brands Holdings, Inc. and Ronald M. Lombardi*@
|
10.25
|
|
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).+#
|
10.26
|
|
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).+#
|
10.27
|
|
Form of Nonqualified Stock Option Agreement (filed as Exhibit 10.20 to the Company's Annual Report on Form 10-K filed with the SEC on May 19, 2014). +#
|
10.28
|
|
Form of Award Agreement for Restricted Stock Units (filed as Exhibit 10.21 to the Company's Annual Report on Form 10-K filed with the SEC on May 19, 2014). +#
|
10.29
|
|
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).+@
|
10.30
|
|
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).+@
|
10.31
|
|
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).+†
|
10.32
|
|
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).+†
|
10.33
|
|
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).+†
|
10.34
|
|
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). +#
|
10.35
|
|
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).+
|
10.36
|
|
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.
|
By:
|
/s/ Ronald M. Lombardi
Name: Ronald M. Lombardi Title: Chief Financial Officer |
By:
|
Name: Title: |
1
|
For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.
|
2
|
For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.
|
3
|
Select as appropriate.
|
4
|
Include bracketed language if there are either multiple Assignors or multiple Assignees.
|
1.
|
Assignor[s]
:
|
_________________________________
|
|
|
_________________________________
|
2.
|
Assignee[s]
:
|
_________________________________
|
|
|
_________________________________
|
|
[for each Assignee, indicate if [Affiliate][Approved Fund] of [
identify Lender
]]
|
|
3.
|
Affiliate Status
:
|
|
4.
|
Borrower
:
|
Prestige Brands, Inc.
|
5.
|
Administrative Agent
:
|
Citibank, N.A., including any successor thereto, as the administrative agent under the Credit Agreement
|
6.
|
Credit Agreement
:
|
The Credit Agreement, dated as of January 31, 2012 (as amended by Amendment No. 1, dated as of February 21, 2013, by Amendment No. 2, dated as of September 3, 2014 and by Amendment No. 3, dated as of May 8, 2015), among Prestige Brands Holdings, Inc., a Delaware corporation, Prestige Brands, Inc., a Delaware corporation (the “
Borrower
”), the other Guarantors party thereto, the Lenders from time to time party thereto, Citibank, N.A., as Administrative Agent and the other parties from time to time party thereto
|
7.
|
Assigned Interest
:
|
|
Assign- or[s]
5
|
Assignee[s]
6
|
Facility
Assigned
7
|
Aggregate
Amount of
Commitment/Loans
for all Lenders
8
|
Amount of
Commitment/Loans
Assigned
|
Percentage
Assigned of
Commitment/
Loans
9
|
CUSIP
Number
|
|
|
|
|
|
|
|
|
|
____________
|
$________________
|
$_________
|
____________%
|
|
|
|
____________
|
$________________
|
$_________
|
____________%
|
|
|
|
____________
|
$________________
|
$_________
|
____________%
|
|
[8.
|
Trade Date
:
|
__________________]
|
5
|
List each Assignor, as appropriate.
|
6
|
List each Assignee, as appropriate.
|
7
|
Fill in the appropriate terminology for the types of facilities under the Credit Agreement
|
11
|
To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.
|
12
|
To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.
|
If to Executive:
Matthew M. Mannelly
52 Indian Waters Drive
New Canaan, CT 06840
|
|
If to Company:
Prestige Brands Holdings, Inc.
660 White Plains Rd
Tarrytown, NY 10591
Attention: General Counsel
|
Grant Date
|
Exercise Price
|
# Granted
|
# Outstanding and Vested as of Retirement Date
|
# Outstanding and Unvested as of Retirement Date
|
# Subject to Accelerated Vesting as of Retirement Date
|
Exercise Period Ends *
|
05/12/14
|
33.50
|
59,008
|
19,670
|
39,338
|
39,338
|
08/29/15
|
05/14/13
|
29.94
|
23,946
|
15,964
|
7,982
|
7,982
|
08/29/15
|
08/06/12
|
15.66
|
21,978
|
14,652
|
7,326
|
7,326
|
08/29/15
|
09/22/09
|
7.16
|
1,125,000
|
50,000
|
-
|
-
|
08/29/15
|
Grant Date
|
# Granted
|
# Outstanding and Unvested as of Retirement Date
|
# Subject to Accelerated Vesting as of Retirement Date
|
|
05/12/14
|
14,030
|
14,030
|
14,030
|
|
05/14/13
|
5,567
|
5,567
|
5,567
|
|
08/06/12
|
5,109
|
5,109
|
5,109
|
|
1.
|
EMPLOYMENT
.
|
2.
|
DURATION OF AGREEMENT
.
|
3.
|
POSITION AND DUTIES
.
|
(a)
|
Between the Effective Date and the CFO Transition Date, Executive shall serve as Chief Financial Officer of the Company and shall have the normal duties, responsibilities and authority implied by such position, subject to the power of the Chief Executive Officer of the Company and the Board to
|
4.
|
COMPENSATION AND BENEFITS
.
|
(a)
|
Annual Incentive Bonus Plan
. Executive shall be entitled to an annual incentive bonus opportunity, the amount and terms of which shall be determined by the Compensation Committee of the Board (the “Committee”), except as set forth in the next sentence. Effective for fiscal year 2016, Executive’s annual target (subject to such performance and other criteria as may be established by the Committee) incentive bonus shall be 100.0% of Base Salary (the “Target Bonus”), subject to proration for partial periods, if any. The performance and other criteria in respect of any such bonus shall be determined by the Committee in its sole discretion.
|
(b)
|
Initial Equity Awards
. The Company shall grant to Executive 57,924 restricted stock units (“RSUs”), which RSUs shall be granted under, and pursuant to the terms and conditions of, the Company’s Amended and Restated 2005 Long-Term Incentive Plan (the “LTIP”) and have such other terms and conditions, including vesting conditions, as set forth in the Restricted Stock Unit Award Agreement set forth as
Appendix A
hereto.
|
(c)
|
Future Equity Awards
. Commencing May 2016, Executive shall be eligible to receive additional equity awards under the LTIP, as determined by the Committee in its sole discretion. Nothing herein requires the Board or the Committee to make additional grants of equity awards in any year.
|
(d)
|
Vacation
. During each year through the Term, Executive shall be granted four (4) weeks’ paid vacation in accordance with the Company’s vacation policy as in effect and as approved by the Committee from time to time. The timing of paid vacations shall be scheduled in a reasonable manner by Executive.
|
(e)
|
Business Expenses
. Executive shall be reimbursed for all reasonable business expenses incurred in carrying out his duties hereunder in accordance with the policies, practices and procedures of the Company as in effect from time to time. Executive shall be entitled to be reimbursed for an annual executive medical examination in accordance with the Company’s policies as in effect from time to time.
|
(f)
|
No Other Benefits
. Executive will not be entitled to any benefit or perquisite other than as specifically set out in this Agreement or agreed to in writing by the Company.
|
5.
|
TERMINATION FOR CAUSE.
|
(a)
|
Any willful act by Executive involving fraud and any willful breach by Executive of applicable regulations of competent authorities in relation to trading or dealing with stocks, securities, investments, regulation of the Company’s business and the like which, in each case, a majority of the Board determines in its sole and absolute good faith discretion materially adversely affects the Company or Executive’s ability to perform his duties under this Agreement;
|
(b)
|
Attendance at work in a state of intoxication or otherwise being found in possession of any prohibited drug or substance, possession of which would amount to a criminal offense;
|
(c)
|
Executive’s personal dishonesty or willful misconduct, in each case in connection with his employment by the Company;
|
(d)
|
Breach of fiduciary duty or breach of the duty of loyalty to the Company which a majority of the Board determines in its sole and absolute good faith discretion materially adversely affects the Company or Executive’s ability to perform his duties under this Agreement;
|
(e)
|
Assault or other act of violence against any employee of the Company or other person during the course of his employment;
|
(f)
|
Indictment of Executive for any felony (other than minor traffic offenses) or any crime involving moral turpitude;
|
(g)
|
Intentional breach by Executive of any provision of this Agreement or of any Company policy adopted by the Board not cured within 30 days after written notice from the Board;
|
(h)
|
The willful continued failure of Executive to perform substantially Executive’s duties with the Company (other than any such failure resulting from incapacity due to Disability) if not cured within 30 days after a written demand for substantial performance is delivered to Executive by a majority of the Board that specifically identifies the manner in which such Board believes that Executive has not substantially performed Executive’s duties. For clarity, the failure of the Company to meet its business plans shall not be, in and of itself, grounds for Termination for Cause
|
6.
|
TERMINATION UPON DEATH
.
|
7.
|
DISABILITY
.
|
8.
|
TERMINATION OF EMPLOYMENT FOR GOOD REASON OR WITHOUT CAUSE
.
|
(a)
|
Other than his removal for Cause pursuant to Article
5
and excluding his relinquishment of the role of Chief Financial Officer as of the CFO Transition Date, a material diminution in Executive’s authority, duties or responsibilities; but excluding, for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by Executive;
|
(b)
|
A material reduction by the Company in Executive’s Base Salary as in effect on the Effective Date or as the same may be increased from time to time;
|
(c)
|
A material reduction by the Company in Executive’s annual target incentive bonus (expressed as a percentage of Base Salary) during the Term unless such reduction is a part of an across-the-board decrease in target incentive bonuses affecting all other Senior Executives, in which case Good Reason shall exist only if the decrease (considered as a percentage relative to the prior percentage used to determine annual target incentive bonus) to Executive is disproportionately large;
|
(d)
|
The Company’s giving notice under
Section
2.2
of its intention not to renew this Agreement unless at the time of such notice the Company could terminate this Agreement and Executive’s employment for “Cause,” or for Disability, or if Executive shall have reached the age of 65 by the applicable Anniversary Date;
|
(e)
|
The Company’s requiring Executive, without his consent, to be based at any office or location more than fifty (50) miles from the Company’s current headquarters in Tarrytown, New York; or
|
(f)
|
The material breach by the Company of any provision of this Agreement, including, but not limited to, the failure of the Company to appoint Executive to the Board or, once Executive has been appointed to the Board, the failure to nominate Executive for election to the Board pursuant to Section 3.1(b), or any failure by the Company to comply with and satisfy Section 12.2(b) of this Agreement.
|
(a)
|
The Company shall pay to Executive in a lump sum in cash within 30 days following Executive’s termination of employment, the sum of (i) Executive’s Base Salary through the date of termination to the extent not theretofore paid, (ii) any accrued expenses and vacation pay to the extent not theretofore paid, and (iii) unless Executive has elected a different payout date in a prior deferral election, any compensation previously deferred by Executive under a plan other than a tax-qualified plan (together with any accrued interest or earnings thereon) to the extent not theretofore paid (the sum of the amounts described in subparagraphs (i), (ii) and (iii) shall be referred to in this Agreement as the “Accrued Obligations”);
|
(b)
|
Subject to Executive’s execution and delivery of a Release (as defined in Section 8.3 of this Agreement) and Executive’s compliance with Sections 9 and 10 of this Agreement, the Company shall pay to Executive, starting on the 60th day following Executive’s termination of employment, in installments ratably over twelve (12) months in accordance with the Company’s normal payroll cycle and procedures, an amount equal to 1.5 times the sum of: (i) Executive’s annual Base Salary in effect as of the date of termination;
plus
(ii) Executive’s Target Bonus; and
|
(c)
|
to the extent not theretofore paid or provided, the Company shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).
|
(d)
|
Code Section 280G Excise Tax
.
|
i.
|
Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any benefit, payment or distribution by the Company to or for the benefit of Executive (whether payable or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payments to Executive, a calculation shall be made comparing (1) the net after-tax benefit to Executive of the Payments after payment by Executive of the Excise Tax, to (2) the net after-tax benefit to Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (1) above is less than the amount calculated under (2) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change of control, as determined by the Determination Firm (as defined in Section 8.2(d)(ii) below). For purposes of this
Section 8.2(d)
, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this
Section 8.2(d)
, the “Parachute Value” of a Payment means the present value as of the date of the change of control of the portion of
|
ii.
|
All determinations required to be made under this
Section 8.2(d)
, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from Executive that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to Section 8.2(d)(i), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises.
|
9.
|
PUBLICITY; NO DISPARAGING STATEMENT
.
|
10.
|
BUSINESS PROTECTION PROVISIONS
.
|
(a)
|
“Competitive Position” shall mean any employment, consulting, advisory, directorship, agency, promotional or independent contractor arrangement between Executive and any person or Entity engaged in a line of business that competes directly with any brand of the Company or any of its affiliates or subsidiaries (collectively the “PBH Entities”) whereby Executive is required to or does perform services on behalf of or for the benefit of such person or Entity which are substantially similar to the services in which Executive participated or that he directed or oversaw while employed by the Company.
|
(b)
|
“Confidential Information” shall mean the proprietary or confidential data, information, documents or materials (whether oral, written, electronic or otherwise) belonging to or pertaining to the PBH Entities, other than “Trade Secrets” (as defined below), which is of tangible or intangible value to any of the PBH Entities and the details of which are not generally known to the competitors of the PBH Entities. Confidential Information shall also include: any items that any of the PBH Entities have marked “CONFIDENTIAL” or some similar designation or are otherwise identified as being confidential.
|
(c)
|
“Entity” or “Entities” shall mean any business, individual, partnership, joint venture, agency, governmental agency, body or subdivision, association, firm, corporation, limited liability company or other entity of any kind.
|
(d)
|
“Restricted Period” shall mean eighteen (18) months following termination of Executive’s employment hereunder; provided, however, that the Restricted Period shall be extended for a period of time equal to any period(s) of time within the eighteen (18) month period following termination of Executive’s employment hereunder that Executive is determined by a court of competent jurisdiction to have engaged in any conduct that violates this Article
10
or any sections or subsections thereof, the purpose of this provision being to secure for the benefit of the Company the entire Restricted Period being bargained for by the Company for the restrictions upon Executive’s activities.
|
(e)
|
“Territory” shall mean each of the United States of America or any country other than the United States of America in which the Company shall transact business during the Term.
|
(f)
|
“Trade Secrets” shall mean information or data of or about any of the PBH Entities, including, but not limited to, technical or non-technical data, customer lists, pricing models, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans or lists of actual or potential suppliers that derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and any other information which is defined as a “trade secret” under applicable law.
|
(g)
|
“Work Product” shall mean all tangible work product, property, data, documentation, “know-how,” concepts or plans, inventions, improvements, techniques and processes relating to the PBH Entities that were conceived, discovered, created, written, revised or developed by Executive during the term of his employment with the Company.
|
(a)
|
In recognition of the need of the PBH Entities to protect their legitimate business interests, Confidential Information and Trade Secrets, Executive hereby covenants and agrees that Executive shall regard and treat Trade Secrets and all Confidential Information as strictly confidential and wholly-owned by the PBH Entities and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any such item or information to any third party or Entity for any purpose other than in accordance with this Agreement or as required by applicable law, court order or other legal process.
|
(b)
|
Executive shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information, and he shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Executive becomes aware. Executive shall assist the PBH Entities, to the extent necessary, in the protection of or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information.
|
(c)
|
All Work Product shall be owned exclusively by the PBH Entities. To the greatest extent possible, any Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § 101
et seq
., as amended), and Executive hereby unconditionally and irrevocably transfers and assigns to applicable PBH Entity all right, title and interest Executive currently has or may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) and other intellectual property rights. Executive agrees to execute and deliver to the applicable PBH Entity any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the applicable PBH Entity.
|
11.
|
RETURN OF MATERIALS; BOARD RESIGNATION
.
|
12.
|
GENERAL PROVISIONS.
|
(a)
|
This Agreement shall inure to the benefit of and be binding upon Executive, his heirs and personal representatives, and the Company and its successors and assigns.
|
(b)
|
The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.
|
|
If to Company to:
|
Prestige Brands Holdings, Inc.
|
|
Attn: General Counsel’s Office
|
|
|
660 White Plains Rd
|
|
|
Tarrytown, NY 10531
|
|
|
Facsimile: (914) 524-7488
|
|
|
|
|
|
If to Executive to:
|
Ronald M. Lombardi
|
|
Address on file with the Company
|
(a)
|
Except as provided in subsection
(b)
of this
Section
12.13
, the following provisions shall apply to disputes between Company and Executive arising out of or related to either: (i) this Agreement (including any claim that any part of this agreement is invalid, illegal or otherwise void or voidable), or (ii) the employment relationship that exists between Company and Executive:
|
i.
|
The parties shall first use their best efforts to discuss and negotiate a resolution of the dispute.
|
ii.
|
If efforts to negotiate a resolution do not succeed within 5 business days after a written request for negotiation has been made, the dispute shall be resolved timely and exclusively by final and binding arbitration pursuant to the American Arbitration Association (“AAA”) National Rules for the Resolution of Employment Disputes (the “AAA Rules”). Arbitration must be demanded within ten (10) calendar days after the expiration of the five (5) day period referred to above. The arbitration opinion and award shall be final and binding on the Company and the Executive and shall be enforceable by any court sitting within Westchester County, New York. Company and Executive shall share equally all costs of arbitration excepting their own attorney’s fees unless and to the extent ordered by the arbitrator(s) to pay the attorneys’ fees of the prevailing party.
|
iii.
|
The parties recognize that this
Section
12.13
means that certain claims will be reviewed and decided only before an impartial arbitrator or panel of arbitrators instead of before a court of law and/or a jury, but desire the many benefits of the arbitration process over court proceedings, including speed of resolution, lower costs and fees, and more flexible rules of evidence. The arbitrator or arbitrators duly selected pursuant to the AAA’s Rules shall have the same power and authority to order any remedy for violation of a statute, regulation, or ordinance as a court would have; and shall have the same power to order discovery as a federal district court has under the Federal Rule of Civil Procedure.
|
(b)
|
(c)
|
(a)
|
It is intended that any compensation provided under this Agreement be administered and paid in a manner which will not result in the imposition of additional federal income taxes on Executive under Code Section 409A. The provisions of this Agreement relating to amounts which constitute deferred compensation under Code Section 409A are intended to be construed accordingly. If any compensation or benefits provided by this Agreement may result in the application of Section 409A of the Code, the Company shall, at the request of Executive, seek to modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Section 409A and/or any rules, regulations or other regulatory guidance issued under such statutory provision and without any diminution in the value of the payments to Executive; provided, however, that in connection with any such modification the Company shall not be required to increase amounts or benefits otherwise payable to or provided to Executive. Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither the Company, nor its directors, officers, employees or advisers, shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Executive as a result of the application of Section 409A of the Code.
|
(b)
|
Notwithstanding anything in this Agreement to the contrary, to the extent necessary to comply with Code Section 409A, the amount of any expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement in any taxable year of Executive shall not affect the expenses eligible for reimbursement or the provision of in-kind benefits in any other taxable year, and (b) the reimbursement of expenses or in-kind benefits under this Agreement shall be made or provided no later than on or before the last day of Executive’s taxable year following the taxable year in which the expense was incurred, except to the extent earlier reimbursement is required under this Agreement or applicable Company policies and procedures. No right of Executive to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit.
|
(c)
|
Notwithstanding anything in this Agreement to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) would otherwise be payable or distributable hereunder by reason of Executive’s termination of employment, such Non-Exempt Deferred Compensation will not be payable or distributable to Executive by reason of such circumstance unless the circumstances giving rise to such termination of employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not affect the dollar amount or prohibit the vesting of any Non-Exempt Deferred Compensation upon a termination of employment, however defined. If this provision prevents the payment or distribution of any Non-Exempt Deferred Compensation, such payment or distribution shall be made at the time and in the form that would have applied absent the non-409A-conforming event.
|
(d)
|
Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Executive’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Executive’s separation from service (or, if Executive dies during such period, within 30 days after Executive’s death) (in either case, the “Required Delay Period”); and (ii)
|
(e)
|
Each payment of termination benefits under Sections 8.1 and 8.2 of this Agreement shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code.
|
(f)
|
Whenever in this Agreement a payment or benefit is conditioned on Executive’s execution of a release of claims, such release must be executed and all revocation periods shall have expired within 60 days after the date of termination; failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, then such payment or benefit (including any installment payments) that would have otherwise been payable during such 60-day period shall be accumulated and paid on the 60th day after the date of termination provided such release shall have been executed and such revocation periods shall have expired. If such payment or benefit is exempt from Section 409A of the Code, the Company may elect to make or commence payment at any time during such period.
|
(g)
|
The Company shall have the sole authority to make any accelerated distribution permissible under Treas. Reg. Section 1.409A-3(j)(4) to Executive of deferred amounts, provided that such distribution meets the requirements of Treas. Reg. Section 1.409A-3(j)(4).
|
Date
|
Vested Percentage
|
Date of Grant
|
0%
|
3 years from Date of Grant
|
100%
|
1.
|
I have reviewed this Annual Report on Form 10-K of Prestige Brands Holdings, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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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
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(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 14, 2015
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/s/ MATTHEW M. MANNELLY
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Matthew M. Mannelly
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Chief Executive Officer
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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)
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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.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date: May 14, 2015
|
/s/ RONALD M. LOMBARDI
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|
Ronald M. Lombardi
|
|
Chief Financial Officer
|
|
|
/s/
MATTHEW M. MANNELLY
|
|
|
|
Name: Matthew M. Mannelly
|
|
|
|
Title:
Chief Executive Officer
|
|
|
|
Date: May 14, 2015
|
|
|
|
/s/
RONALD M. LOMBARDI
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|
|
|
Name: Ronald M. Lombardi
|
|
|
|
Title:
Chief Financial Officer
|
|
|
|
Date: May 14, 2015
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