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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, 2016
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO ______
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Delaware
(State or other jurisdiction of
incorporation or organization)
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20-1297589
(I.R.S. Employer Identification No.)
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660 White Plains Road
Tarrytown, New York 10591
(Address of principal executive offices) (Zip Code)
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Securities registered pursuant to Section 12(b) of the Act:
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(914) 524-6800
(Registrant's telephone number, including area code)
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Title of each class:
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Name of each exchange on which registered:
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Common Stock, par value $.01 per share
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New York Stock Exchange
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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o
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(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Page
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Part I
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Item 1.
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Business
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Item 1A.
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Risk Factors
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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Part II
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Item 6.
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Selected Financial Data
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Item 7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 8.
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Financial Statements and Supplementary Data
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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Item 9A.
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Controls and Procedures
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Item 9B.
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Other Information
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Part III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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Item 11.
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Executive Compensation
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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Item 14.
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Principal Accounting Fees and Services
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Part IV
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Item 15.
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Exhibits, Financial Statement Schedules
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TRADEMARKS AND TRADE NAMES
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Trademarks and trade names used in this Annual Report on Form 10-K are the property of Prestige Brands Holdings, Inc. or its subsidiaries, as the case may be. We have italicized our trademarks or trade names when they appear in this Annual Report on Form 10-K.
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•
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The high level of competition in our industry and markets;
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Our ability to increase organic growth via new product introductions, line extensions, increased spending on advertising and promotional support, and other new sales and marketing strategies;
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•
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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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Economic factors, such as increases in interest rates and currency exchange rate fluctuations;
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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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48.4
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94.9
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Clear Eyes®
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#1
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Eye Allergy/Redness Relief
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28.6
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96.7
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Compound W®
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#1
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Wart Removal
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37.8
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88.4
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Dramamine®
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#1
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Motion Sickness
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48.0
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94.0
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Efferdent®
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#2
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Denture Cleanser Tablets
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25.1
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98.6
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Little Remedies®
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#8
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Pediatric Healthcare
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3.5
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92.3
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Luden's®
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#3
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Cough Drops
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6.4
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94.6
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The Doctor’s® NightGuard®
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#3
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Bruxism (Teeth Grinding)
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15.0
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65.8
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The Doctor’s® Brushpicks®
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#2
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Disposable Dental Picks
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12.6
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62.0
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BC®/Goody's®
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#1
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Analgesic Powders
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97.2
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79.8
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Beano®
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#1
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Gas Prevention
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80.1
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92.9
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Debrox®
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#1
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Ear Wax Removal
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53.3
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86.1
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Gaviscon
®
(5)
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#2
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Upset Stomach Remedies
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16.0
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96.0
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Dermoplast®
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#2
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Pain Relief Sprays
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21.0
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79.4
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New-Skin®
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#1
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Liquid Bandages
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62.8
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88.2
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Fess
®
(6)
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#1
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Nasal Saline Spray
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55.4
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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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85.7
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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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55.1
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90.5
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e.p.t™
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#3
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Pregnancy Test Kits
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9.0
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75.5
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Nix®
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#2
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Lice/Parasite Treatments
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14.4
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78.8
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DenTek®
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#2
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Peg Oral Care
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24.5
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89.4
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Household Cleaning:
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Comet®
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#1
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Abrasive Tub and Tile Cleaner
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38.7
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98.5
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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 and convenience stores, 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 20, 2016.
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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 20, 2016. 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
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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 March 5, 2016. 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 February 29, 2016.
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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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2016
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57.9
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9.0
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0.4
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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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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 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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2016
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2015
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2014
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Mass
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30.2
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30.1
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29.6
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Drug
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22.3
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26.5
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23.5
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Food
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18.0
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18.4
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19.6
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Dollar
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10.7
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9.3
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9.0
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Convenience
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6.6
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5.7
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7.3
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Club
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2.7
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2.0
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3.0
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Other
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9.5
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8.0
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8.0
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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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Meijer
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Drug
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CVS
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Target
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Rite Aid
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Walmart
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Walgreens
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Food
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Ahold
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Dollar
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Dollar General
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Kroger
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Dollar Tree
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Publix
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Family Dollar
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Safeway
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Supervalu
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Convenience
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McLane
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Club
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BJ’s Wholesale Club
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HT Hackney
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Costco
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Core Mark
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Sam’s Club
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•
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Difficulties achieving our expected returns;
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•
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Difficulties in integrating any acquired companies, suppliers, personnel and products into our existing business;
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•
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Difficulties in realizing the benefits of the acquired company or products;
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•
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Higher costs of integration than we anticipated;
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Exposure to unexpected liabilities of the acquired business;
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•
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Difficulties in retaining key employees of the acquired business who are necessary to operate the business;
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•
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Difficulties in maintaining uniform standards, controls, procedures and policies throughout our acquired companies; or
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•
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Adverse customer or stockholder reaction to the acquisition.
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•
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Political instability or declining economic conditions in the countries or regions where we operate that adversely affect sales of our products;
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•
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Currency controls that restrict or prohibit the payment of funds or the repatriation of earnings to the United States;
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•
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Fluctuating foreign exchange rates that result in unfavorable increases in the price of our products or cause increases in the cost of certain products purchased from our foreign third-party manufacturers;
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•
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Compliance with laws and regulations concerning ethical business practices;
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•
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Trade restrictions and exchange controls;
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•
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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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•
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Increased costs of compliance with general business and tax regulations in these countries or regions.
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•
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Suspend manufacturing operations;
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•
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Modify product formulations or processes;
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Suspend the sale of products with non-complying specifications; or
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•
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Change product labeling, packaging, marketing, or advertising, recall non-compliant products, or take other corrective action.
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•
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Increase our vulnerability to general adverse economic and industry conditions;
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•
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Limit our ability to engage in strategic acquisitions;
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•
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Require us to dedicate a substantial portion of our cash flow from operations toward repayment of our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes;
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•
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Limit our flexibility in planning for, or reacting to, changes in our business and the markets in which we operate;
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•
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Place us at a competitive disadvantage compared to our competitors that have less debt; and
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•
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Limit, among other things, our ability to borrow additional funds on favorable terms or at all.
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Borrow money or issue guarantees;
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Pay dividends, repurchase stock from, or make other restricted payments to, stockholders;
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Make investments or acquisitions;
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Use assets as security in other transactions;
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Sell assets or merge with or into other companies;
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Enter into transactions with affiliates;
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Sell stock in our subsidiaries; and
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Direct our subsidiaries to pay dividends or make other payments to us.
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•
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The timing of when we make acquisitions or introduce new products;
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•
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Our inability to increase the sales of our existing products and expand their distribution;
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•
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The timing of the introduction or return to the market of competitive products and the introduction of store brand products;
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•
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Adverse regulatory or market events in the United States or in our international markets;
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Changes in consumer preferences, spending habits and competitive conditions, including the effects of competitors’ operational, promotional or expansion activities;
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•
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Seasonality of our products;
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•
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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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•
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Negative publicity relating to us and the products we sell;
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•
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Litigation matters;
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Unanticipated increases in infrastructure costs;
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Impairment of goodwill or long-lived assets;
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•
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Changes in interest rates; and
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•
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Changes in accounting, tax, regulatory or other rules applicable to our business.
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•
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changes in the income allocation methods for state taxes, and the determination of which states or countries have jurisdiction to tax our Company;
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•
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an increase in non-deductible expenses for tax purposes, including certain stock-based compensation, executive compensation and impairment of goodwill;
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•
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transfer pricing adjustments;
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•
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tax assessments resulting from tax audits or any related tax interest or penalties that could significantly affect our income tax provision for the period in which the settlement takes place;
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•
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a change in our decision to indefinitely reinvest foreign earnings;
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•
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changes in accounting principles; and
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•
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changes in tax laws or related interpretations, accounting standards, regulations, and interpretations in multiple tax jurisdictions in which we operate.
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High
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Low
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||||
Year Ending March 31, 2017
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||||
April 1, 2016 - April 30, 2016
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$
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57.81
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$
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52.58
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||||
Year Ended March 31, 2016
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||||
Quarter Ended
:
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||||
June 30, 2015
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$
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47.80
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$
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39.10
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September 30, 2015
|
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51.74
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42.49
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||
December 31, 2015
|
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54.25
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|
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44.50
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|
||
March 31, 2016
|
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53.74
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|
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43.63
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||
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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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|
|
$
|
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
|
|
43.36
|
|
|
33.25
|
|
|
March 31,
|
||||||||||||||||||||||
Company/Market/Peer Group
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
||||||||||||
Prestige Brands Holdings, Inc.
|
$
|
100.00
|
|
|
$
|
152.00
|
|
|
$
|
223.39
|
|
|
$
|
236.96
|
|
|
$
|
372.96
|
|
|
$
|
464.26
|
|
Russell 2000 Index
|
100.00
|
|
|
99.82
|
|
|
116.09
|
|
|
145.00
|
|
|
156.90
|
|
|
141.59
|
|
||||||
S&P SmallCap 600 Index
|
100.00
|
|
|
105.03
|
|
|
121.98
|
|
|
155.90
|
|
|
169.50
|
|
|
164.07
|
|
||||||
New Peer Group Index
(1)
|
100.00
|
|
|
137.30
|
|
|
150.81
|
|
|
190.99
|
|
|
289.57
|
|
|
265.33
|
|
||||||
Old Peer Group Index
(2)
|
100.00
|
|
|
145.71
|
|
|
153.51
|
|
|
201.94
|
|
|
310.29
|
|
|
287.07
|
|
(1)
|
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 2016 in connection with the Company’s analysis of its compensation program. 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, (x) Akorn, Inc., (xi) Edgewell Personal Care Company, (xii) Energizer Holdings, Inc. and (xiii) Calavo Growers, Inc.
|
(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 2015 in connection with the Company’s analysis of its compensation program. The old peer
|
(In thousands, except per share data)
|
Year Ended March 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Income Statement Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
806,247
|
|
|
$
|
714,623
|
|
|
$
|
597,381
|
|
|
$
|
620,118
|
|
|
$
|
437,819
|
|
Cost of sales
(1)
|
339,036
|
|
|
308,400
|
|
|
261,830
|
|
|
276,381
|
|
|
213,701
|
|
|||||
Gross profit
|
467,211
|
|
|
406,223
|
|
|
335,551
|
|
|
343,737
|
|
|
224,118
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Advertising and promotion
|
110,802
|
|
|
99,651
|
|
|
84,968
|
|
|
87,151
|
|
|
53,861
|
|
|||||
General and administrative
(2)
|
72,418
|
|
|
81,273
|
|
|
48,481
|
|
|
51,467
|
|
|
56,700
|
|
|||||
Depreciation and amortization
|
23,676
|
|
|
17,740
|
|
|
13,486
|
|
|
13,235
|
|
|
10,734
|
|
|||||
Interest expense, net
|
85,160
|
|
|
81,234
|
|
|
68,582
|
|
|
84,407
|
|
|
41,320
|
|
|||||
Gain on sale of asset
|
—
|
|
|
(1,133
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gain on settlement
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,063
|
)
|
|||||
Loss on extinguishment of debt
|
17,970
|
|
|
—
|
|
|
18,286
|
|
|
1,443
|
|
|
5,409
|
|
|||||
Income before income taxes
|
157,185
|
|
|
127,458
|
|
|
101,748
|
|
|
106,034
|
|
|
61,157
|
|
|||||
Provision for income taxes
|
57,278
|
|
|
49,198
|
|
|
29,133
|
|
|
40,529
|
|
|
23,945
|
|
|||||
Net Income
|
$
|
99,907
|
|
|
$
|
78,260
|
|
|
$
|
72,615
|
|
|
$
|
65,505
|
|
|
$
|
37,212
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings Per Share:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Basic
|
$
|
1.89
|
|
|
$
|
1.50
|
|
|
$
|
1.41
|
|
|
$
|
1.29
|
|
|
$
|
0.74
|
|
Diluted
|
$
|
1.88
|
|
|
$
|
1.49
|
|
|
$
|
1.39
|
|
|
$
|
1.27
|
|
|
$
|
0.73
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
52,754
|
|
|
52,170
|
|
|
51,641
|
|
|
50,633
|
|
|
50,270
|
|
|||||
Diluted
|
53,143
|
|
|
52,670
|
|
|
52,349
|
|
|
51,440
|
|
|
50,748
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other comprehensive income (loss)
|
(113
|
)
|
|
(24,151
|
)
|
|
843
|
|
|
(91
|
)
|
|
(13
|
)
|
|||||
Comprehensive income
|
$
|
99,794
|
|
|
$
|
54,109
|
|
|
$
|
73,458
|
|
|
$
|
65,414
|
|
|
$
|
37,199
|
|
|
Year Ended March 31,
|
||||||||||||||||||
Other Financial Data
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Capital expenditures
|
$
|
3,568
|
|
|
$
|
6,101
|
|
|
$
|
2,764
|
|
|
$
|
10,268
|
|
|
$
|
606
|
|
Cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating activities
|
174,350
|
|
|
156,255
|
|
|
111,582
|
|
|
137,605
|
|
|
67,452
|
|
|||||
Investing activities
|
(222,971
|
)
|
|
(805,258
|
)
|
|
(57,976
|
)
|
|
11,221
|
|
|
(662,206
|
)
|
|||||
Financing activities
|
54,036
|
|
|
643,265
|
|
|
(41,153
|
)
|
|
(152,117
|
)
|
|
600,434
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
March 31,
|
||||||||||||||||||
Balance Sheet Data
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Cash and cash equivalents
|
$
|
27,230
|
|
|
$
|
21,318
|
|
|
$
|
28,331
|
|
|
$
|
15,670
|
|
|
$
|
19,015
|
|
Total assets
(3)
|
2,948,791
|
|
|
2,641,967
|
|
|
1,773,773
|
|
|
1,716,274
|
|
|
1,724,300
|
|
|||||
Total long-term debt, including current maturities
|
1,652,500
|
|
|
1,593,600
|
|
|
937,500
|
|
|
978,000
|
|
|
1,135,000
|
|
|||||
Stockholders’ equity
|
744,336
|
|
|
627,624
|
|
|
563,360
|
|
|
477,943
|
|
|
402,728
|
|
(1)
|
For 2016, 2015, 2014, 2013, and 2012, cost of sales included $1.4 million, $2.2 million, $0.6 million, $6.1 million and $1.8 million, respectively, of charges related to inventory step-up and other costs associated with acquisitions.
|
(2)
|
For 2016, 2015, 2014, and 2012, general and administrative expense included $2.4 million, $13.9 million, $1.1 million, and $13.8 million, respectively, of costs related to acquisitions. For 2016, an additional $1.4 million of costs associated with a Chief Executive Officer transition was included in general and administrative expense. For 2012, an additional $1.7 million of unsolicited offer defense costs was included in general and administrative expense.
|
(3)
|
Effective April 1, 2015, the Company elected to change its method of presentation relating to debt issuance costs in accordance with Accounting Standards Update ("ASU") 2015-03. Prior to 2016, the Company's policy was to present these costs in other-long term assets on the balance sheet, net of accumulated amortization. Beginning in 2016, the Company has presented these fees as a direct deduction to the related long-term debt. As a result, in 2015, 2014, 2013, and 2012, we reclassified $27.4 million, $21.9 million, $23.5 million, and $34.0 million, respectively, of deferred financing costs from other long-term assets, which are currently presented as a direct deduction from the long-term debt liability.
|
(In thousands)
|
February 5, 2016
|
||
|
|
||
Cash acquired
|
$
|
1,359
|
|
Accounts receivable
|
9,187
|
|
|
Inventories
|
14,304
|
|
|
Deferred income taxes
|
3,303
|
|
|
Prepaids and other current assets
|
6,728
|
|
|
Property, plant and equipment, net
|
3,555
|
|
|
Goodwill
|
76,529
|
|
|
Intangible assets, net
|
206,700
|
|
|
Total assets acquired
|
321,665
|
|
|
|
|
||
Accounts payable
|
3,261
|
|
|
Accrued expenses
|
16,488
|
|
|
Deferred income tax liabilities - long term
|
73,573
|
|
|
Total liabilities assumed
|
93,322
|
|
|
Total purchase price
|
$
|
228,343
|
|
(In thousands)
|
September 3, 2014
|
||
|
|
||
Cash acquired
|
$
|
3,507
|
|
Accounts receivable
|
26,012
|
|
|
Inventories
|
23,456
|
|
|
Deferred income tax assets - current
|
1,032
|
|
|
Prepaids and other current assets
|
1,341
|
|
|
Property, plant and equipment
|
2,308
|
|
|
Goodwill
|
96,323
|
|
|
Intangible assets
|
724,374
|
|
|
Total assets acquired
|
878,353
|
|
|
|
|
||
Accounts payable
|
16,079
|
|
|
Accrued expenses
|
8,539
|
|
|
Deferred income tax liabilities - long term
|
107,799
|
|
|
Total liabilities assumed
|
132,417
|
|
|
Total purchase price
|
$
|
745,936
|
|
|
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, 2016
|
||||||||||||||
(In thousands)
|
North American OTC
Healthcare |
|
International OTC
Healthcare |
|
Household
Cleaning |
|
Consolidated
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
$
|
330,615
|
|
|
$
|
22,776
|
|
|
$
|
6,800
|
|
|
$
|
360,191
|
|
|
|
|
|
|
|
|
|
||||||||
Intangible assets, net
|
|
|
|
|
|
|
|
||||||||
Indefinite-lived:
|
|
|
|
|
|
|
|
||||||||
Analgesics
|
308,205
|
|
|
2,071
|
|
|
—
|
|
|
310,276
|
|
||||
Cough & Cold
|
138,946
|
|
|
19,251
|
|
|
—
|
|
|
158,197
|
|
||||
Women's Health
|
532,300
|
|
|
1,687
|
|
|
—
|
|
|
533,987
|
|
||||
Gastrointestinal
|
213,639
|
|
|
60,898
|
|
|
—
|
|
|
274,537
|
|
||||
Eye & Ear Care
|
172,318
|
|
|
—
|
|
|
—
|
|
|
172,318
|
|
||||
Dermatologicals
|
217,227
|
|
|
1,994
|
|
|
—
|
|
|
219,221
|
|
||||
Oral Care
|
241,238
|
|
|
—
|
|
|
—
|
|
|
241,238
|
|
||||
Other OTC
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Household Cleaning
|
—
|
|
|
—
|
|
|
110,272
|
|
|
110,272
|
|
||||
Total indefinite-lived intangible assets, net
|
1,823,873
|
|
|
85,901
|
|
|
110,272
|
|
|
2,020,046
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Finite-lived:
|
|
|
|
|
|
|
|
||||||||
Analgesics
|
42,039
|
|
|
—
|
|
|
—
|
|
|
42,039
|
|
||||
Cough & Cold
|
73,224
|
|
|
647
|
|
|
—
|
|
|
73,871
|
|
||||
Women's Health
|
36,019
|
|
|
278
|
|
|
—
|
|
|
36,297
|
|
||||
Gastrointestinal
|
19,835
|
|
|
212
|
|
|
—
|
|
|
20,047
|
|
||||
Eye & Ear Care
|
28,514
|
|
|
—
|
|
|
—
|
|
|
28,514
|
|
||||
Dermatologicals
|
23,362
|
|
|
—
|
|
|
—
|
|
|
23,362
|
|
||||
Oral Care
|
40,062
|
|
|
1,100
|
|
|
—
|
|
|
41,162
|
|
||||
Other OTC
|
14,707
|
|
|
—
|
|
|
—
|
|
|
14,707
|
|
||||
Household Cleaning
|
—
|
|
|
—
|
|
|
22,678
|
|
|
22,678
|
|
||||
Total finite-lived intangible assets, net
|
277,762
|
|
|
2,237
|
|
|
22,678
|
|
|
302,677
|
|
||||
Total intangible assets, net
|
2,101,635
|
|
|
88,138
|
|
|
132,950
|
|
|
2,322,723
|
|
||||
Total goodwill and intangible assets, net
|
$
|
2,432,250
|
|
|
$
|
110,914
|
|
|
$
|
139,750
|
|
|
$
|
2,682,914
|
|
|
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
|
|
•
|
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)
|
2016
|
%
|
2015
|
%
|
Amount
|
%
|
|||||||
North American OTC Healthcare
|
|
|
|
|
|
||||||||
Analgesics
|
$
|
117,337
|
|
14.6
|
$
|
111,954
|
|
15.7
|
$
|
5,383
|
|
4.8
|
|
Cough & Cold
|
100,148
|
|
12.4
|
103,686
|
|
14.5
|
(3,538
|
)
|
(3.4
|
)
|
|||
Women's Health
|
132,184
|
|
16.4
|
71,506
|
|
10.0
|
60,678
|
|
(*)
|
|
|||
Gastrointestinal
|
74,568
|
|
9.2
|
77,596
|
|
10.9
|
(3,028
|
)
|
(3.9
|
)
|
|||
Eye & Ear Care
|
95,515
|
|
11.8
|
85,236
|
|
11.9
|
10,279
|
|
12.1
|
|
|||
Dermatologicals
|
82,941
|
|
10.3
|
64,806
|
|
9.1
|
18,135
|
|
28.0
|
|
|||
Oral Care
|
49,099
|
|
6.1
|
45,916
|
|
6.4
|
3,183
|
|
6.9
|
|
|||
Other OTC
|
6,079
|
|
0.8
|
6,193
|
|
0.8
|
(114
|
)
|
(1.8
|
)
|
|||
Total North American OTC Healthcare
|
657,871
|
|
81.6
|
566,893
|
|
79.3
|
90,978
|
|
16.0
|
|
|||
|
|
|
|
|
|
|
|||||||
International OTC Healthcare
|
|
|
|
|
|
||||||||
Analgesics
|
2,128
|
|
0.3
|
2,597
|
|
0.4
|
(469
|
)
|
(18.1
|
)
|
|||
Cough & Cold
|
16,422
|
|
2.0
|
18,080
|
|
2.5
|
(1,658
|
)
|
(9.2
|
)
|
|||
Women's Health
|
2,982
|
|
0.4
|
2,261
|
|
0.3
|
721
|
|
31.9
|
|
|||
Gastrointestinal
|
20,019
|
|
2.4
|
19,372
|
|
2.7
|
647
|
|
3.3
|
|
|||
Eye & Ear Care
|
11,983
|
|
1.5
|
12,689
|
|
1.8
|
(706
|
)
|
(5.6
|
)
|
|||
Dermatologicals
|
2,133
|
|
0.3
|
2,289
|
|
0.3
|
(156
|
)
|
(6.8
|
)
|
|||
Oral Care
|
2,026
|
|
0.3
|
483
|
|
0.1
|
1,543
|
|
319.5
|
|
|||
Other OTC
|
20
|
|
0.0
|
22
|
|
0.0
|
(2
|
)
|
(9.1
|
)
|
|||
Total International OTC Healthcare
|
57,713
|
|
7.2
|
57,793
|
|
8.1
|
(80
|
)
|
(0.1
|
)
|
|||
Total OTC Healthcare
|
715,584
|
|
88.8
|
624,686
|
|
87.4
|
90,898
|
|
14.6
|
|
|||
Household Cleaning
|
90,663
|
|
11.2
|
89,937
|
|
12.6
|
726
|
|
0.8
|
|
|||
Total Consolidated
|
$
|
806,247
|
|
100.0
|
$
|
714,623
|
|
100.0
|
$
|
91,624
|
|
12.8
|
|
(*) % not meaningful
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
Increase (Decrease)
|
|||||||||
Cost of Sales
|
2016
|
|
%
|
|
2015
|
|
%
|
|
Amount
|
|
%
|
|||||||
North American OTC Healthcare
|
$
|
250,018
|
|
|
38.0
|
|
$
|
216,781
|
|
|
38.2
|
|
$
|
33,237
|
|
|
15.3
|
|
International OTC Healthcare
|
21,676
|
|
|
37.6
|
|
22,820
|
|
|
39.5
|
|
(1,144
|
)
|
|
(5.0
|
)
|
|||
Household Cleaning
|
67,342
|
|
|
74.3
|
|
68,799
|
|
|
76.5
|
|
(1,457
|
)
|
|
(2.1
|
)
|
|||
|
$
|
339,036
|
|
|
42.1
|
|
$
|
308,400
|
|
|
43.2
|
|
$
|
30,636
|
|
|
9.9
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
Increase (Decrease)
|
||||||||
Gross Profit
|
2016
|
|
%
|
|
2015
|
|
%
|
|
Amount
|
|
%
|
||||||
North American OTC Healthcare
|
$
|
407,853
|
|
|
62.0
|
|
$
|
350,112
|
|
|
61.8
|
|
$
|
57,741
|
|
|
16.5
|
International OTC Healthcare
|
36,037
|
|
|
62.4
|
|
34,973
|
|
|
60.5
|
|
1,064
|
|
|
3.0
|
|||
Household Cleaning
|
23,321
|
|
|
25.7
|
|
21,138
|
|
|
23.5
|
|
2,183
|
|
|
10.3
|
|||
|
$
|
467,211
|
|
|
57.9
|
|
$
|
406,223
|
|
|
56.8
|
|
$
|
60,988
|
|
|
15.0
|
(In thousands)
|
|
|
|
|
|
|
|
|
Increase (Decrease)
|
||||||||
Contribution Margin
|
2016
|
|
%
|
|
2015
|
|
%
|
|
Amount
|
|
%
|
||||||
North American OTC Healthcare
|
$
|
310,460
|
|
|
47.2
|
|
$
|
263,215
|
|
|
46.4
|
|
$
|
47,245
|
|
|
17.9
|
International OTC Healthcare
|
24,923
|
|
|
43.2
|
|
24,051
|
|
|
41.6
|
|
872
|
|
|
3.6
|
|||
Household Cleaning
|
21,026
|
|
|
23.2
|
|
19,306
|
|
|
21.5
|
|
1,720
|
|
|
8.9
|
|||
|
$
|
356,409
|
|
|
44.2
|
|
$
|
306,572
|
|
|
42.9
|
|
$
|
49,837
|
|
|
16.3
|
|
|
|
|
|
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
|
85,236
|
|
11.9
|
78,753
|
|
13.2
|
6,483
|
|
8.2
|
|
|||
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
|
|
1.5
|
(2,015
|
)
|
(24.5
|
)
|
|||
Total North American OTC Healthcare
|
566,893
|
|
79.3
|
482,887
|
|
80.8
|
84,006
|
|
17.4
|
|
|||
|
|
|
|
|
|
|
|||||||
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
|
12,689
|
|
1.8
|
6,738
|
|
1.2
|
5,951
|
|
88.3
|
|
|||
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
|
57,793
|
|
8.1
|
26,729
|
|
4.5
|
31,064
|
|
116.2
|
|
|||
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
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
Increase (Decrease)
|
||||||||
Cost of Sales
|
2015
|
|
%
|
|
2014
|
|
%
|
|
Amount
|
|
%
|
||||||
North American OTC Healthcare
|
$
|
216,781
|
|
|
38.2
|
|
$
|
184,796
|
|
|
38.3
|
|
$
|
31,985
|
|
|
17.3
|
International OTC Healthcare
|
22,820
|
|
|
39.5
|
|
12,646
|
|
|
47.3
|
|
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
|
$
|
350,112
|
|
|
61.8
|
|
$
|
298,091
|
|
|
61.7
|
|
$
|
52,021
|
|
|
17.5
|
|
International OTC Healthcare
|
34,973
|
|
|
60.5
|
|
14,083
|
|
|
52.7
|
|
20,890
|
|
|
148.3
|
|
|||
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
|
$
|
263,215
|
|
|
46.4
|
|
$
|
221,008
|
|
|
45.8
|
|
$
|
42,207
|
|
|
19.1
|
|
International OTC Healthcare
|
24,051
|
|
|
41.6
|
|
8,819
|
|
|
33.0
|
|
15,232
|
|
|
172.7
|
|
|||
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
|
|
|
Year Ended March 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Net cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
174,350
|
|
|
$
|
156,255
|
|
|
$
|
111,582
|
|
Investing activities
|
(222,971
|
)
|
|
(805,258
|
)
|
|
(57,976
|
)
|
|||
Financing activities
|
54,036
|
|
|
643,265
|
|
|
(41,153
|
)
|
•
|
$400.0 million
of 5.375% 2013 Senior Notes due 2021;
|
•
|
$350.0 million
of 6.375% 2016 Senior Notes due 2024;
|
•
|
$817.5 million
of borrowings under the 2012 Term B-3 Loans; and
|
•
|
$85.0 million
of borrowings under the 2012 ABL Revolver.
|
•
|
Have a leverage ratio of less than 7.00 to 1.0 for the quarter ended March 31, 2016 (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 2.50 to 1.0 for the quarter ended March 31, 2016 (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, 2016 (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
|
$
|
1,652.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
99.0
|
|
|
$
|
1,553.5
|
|
Interest on long-term debt
(1)
|
771.4
|
|
|
82.7
|
|
|
314.2
|
|
|
209.5
|
|
|
165.0
|
|
|||||
Purchase obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Inventory costs
(2)
|
119.6
|
|
|
117.0
|
|
|
2.6
|
|
|
—
|
|
|
—
|
|
|||||
Other costs
(3)
|
16.2
|
|
|
16.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases
(4)
|
8.4
|
|
|
2.0
|
|
|
5.6
|
|
|
0.8
|
|
|
—
|
|
|||||
Total contractual cash obligations
(5)
|
$
|
2,568.1
|
|
|
$
|
217.9
|
|
|
$
|
322.4
|
|
|
$
|
309.3
|
|
|
$
|
1,718.5
|
|
(1)
|
Represents the estimated interest obligations on the outstanding balances at March 31, 2016 of the 2013 Senior Notes, 2016 Senior Notes, 2012 Term B-3 Loans, 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
5.4%
. 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 $
1.2 million
due in the future under non-cancelable subleases. Refer to Note 16 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, 2016
|
|
Consolidated Balance Sheets at March 31, 2016 and 2015
|
|
Consolidated Statements of Changes in Stockholders’ Equity and Comprehensive Income for
each of the three years in the period ended March 31, 2016
|
|
Consolidated Statements of Cash Flows for each of the three years
in the period ended March 31, 2016
|
|
Notes to Consolidated Financial Statements
|
|
Schedule II—Valuation and Qualifying Accounts
|
|
Year Ended March 31,
|
||||||||||
(In thousands, except per share data)
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
|
|
|
|
|
||||||
Net sales
|
$
|
803,088
|
|
|
$
|
710,070
|
|
|
$
|
592,454
|
|
Other revenues
|
3,159
|
|
|
4,553
|
|
|
4,927
|
|
|||
Total revenues
|
806,247
|
|
|
714,623
|
|
|
597,381
|
|
|||
|
|
|
|
|
|
||||||
Cost of Sales
|
|
|
|
|
|
||||||
Cost of sales (exclusive of depreciation shown below)
|
339,036
|
|
|
308,400
|
|
|
261,830
|
|
|||
Gross profit
|
467,211
|
|
|
406,223
|
|
|
335,551
|
|
|||
|
|
|
|
|
|
||||||
Operating Expenses
|
|
|
|
|
|
||||||
Advertising and promotion
|
110,802
|
|
|
99,651
|
|
|
84,968
|
|
|||
General and administrative
|
72,418
|
|
|
81,273
|
|
|
48,481
|
|
|||
Depreciation and amortization
|
23,676
|
|
|
17,740
|
|
|
13,486
|
|
|||
Total operating expenses
|
206,896
|
|
|
198,664
|
|
|
146,935
|
|
|||
Operating income
|
260,315
|
|
|
207,559
|
|
|
188,616
|
|
|||
|
|
|
|
|
|
||||||
Other (income) expense
|
|
|
|
|
|
||||||
Interest income
|
(162
|
)
|
|
(92
|
)
|
|
(60
|
)
|
|||
Interest expense
|
85,322
|
|
|
81,326
|
|
|
68,642
|
|
|||
Gain on sale of asset
|
—
|
|
|
(1,133
|
)
|
|
—
|
|
|||
Loss on extinguishment of debt
|
17,970
|
|
|
—
|
|
|
18,286
|
|
|||
Total other expense
|
103,130
|
|
|
80,101
|
|
|
86,868
|
|
|||
Income before income taxes
|
157,185
|
|
|
127,458
|
|
|
101,748
|
|
|||
Provision for income taxes
|
57,278
|
|
|
49,198
|
|
|
29,133
|
|
|||
Net income
|
$
|
99,907
|
|
|
$
|
78,260
|
|
|
$
|
72,615
|
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.89
|
|
|
$
|
1.50
|
|
|
$
|
1.41
|
|
Diluted
|
$
|
1.88
|
|
|
$
|
1.49
|
|
|
$
|
1.39
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
52,754
|
|
|
52,170
|
|
|
51,641
|
|
|||
Diluted
|
53,143
|
|
|
52,670
|
|
|
52,349
|
|
|||
|
|
|
|
|
|
||||||
Comprehensive income, net of tax:
|
|
|
|
|
|
||||||
Currency translation adjustments
|
(113
|
)
|
|
(24,151
|
)
|
|
843
|
|
|||
Total other comprehensive income (loss)
|
(113
|
)
|
|
(24,151
|
)
|
|
843
|
|
|||
Comprehensive income
|
$
|
99,794
|
|
|
$
|
54,109
|
|
|
$
|
73,458
|
|
(In thousands)
|
March 31,
|
||||||
Assets
|
2016
|
|
2015
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
27,230
|
|
|
$
|
21,318
|
|
Accounts receivable, net
|
95,247
|
|
|
87,858
|
|
||
Inventories
|
91,263
|
|
|
74,000
|
|
||
Deferred income tax assets
|
10,108
|
|
|
8,097
|
|
||
Prepaid expenses and other current assets
|
25,165
|
|
|
10,434
|
|
||
Total current assets
|
249,013
|
|
|
201,707
|
|
||
|
|
|
|
||||
Property and equipment, net
|
15,540
|
|
|
13,744
|
|
||
Goodwill
|
360,191
|
|
|
290,651
|
|
||
Intangible assets, net
|
2,322,723
|
|
|
2,134,700
|
|
||
Other long-term assets
|
1,324
|
|
|
1,165
|
|
||
Total Assets
|
$
|
2,948,791
|
|
|
$
|
2,641,967
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity
|
|
|
|
|
|||
Current liabilities
|
|
|
|
|
|||
Accounts payable
|
$
|
38,296
|
|
|
$
|
46,115
|
|
Accrued interest payable
|
8,664
|
|
|
11,974
|
|
||
Other accrued liabilities
|
59,724
|
|
|
40,948
|
|
||
Total current liabilities
|
106,684
|
|
|
99,037
|
|
||
|
|
|
|
||||
Long-term debt
|
|
|
|
||||
Principal amount
|
1,652,500
|
|
|
1,593,600
|
|
||
Less unamortized debt costs
|
(27,191
|
)
|
|
(32,327
|
)
|
||
Long-term debt, net
|
1,625,309
|
|
|
1,561,273
|
|
||
|
|
|
|
||||
Deferred income tax liabilities
|
469,622
|
|
|
351,569
|
|
||
Other long-term liabilities
|
2,840
|
|
|
2,464
|
|
||
Total Liabilities
|
2,204,455
|
|
|
2,014,343
|
|
||
|
|
|
|
||||
Commitments and Contingencies – Note 16
|
|
|
|
|
|||
|
|
|
|
||||
Stockholders’ Equity
|
|
|
|
|
|||
Preferred stock – $0.01 par value
|
|
|
|
|
|||
Authorized – 5,000 shares
|
|
|
|
|
|||
Issued and outstanding – None
|
—
|
|
|
—
|
|
||
Common stock – $0.01 par value
|
|
|
|
|
|||
Authorized – 250,000 shares
|
|
|
|
|
|||
Issued – 53,066 shares at March 31, 2016 and 52,562 shares at March 31, 2015
|
530
|
|
|
525
|
|
||
Additional paid-in capital
|
445,182
|
|
|
426,584
|
|
||
Treasury stock, at cost – 306 shares at March 31, 2016 and 266 shares at March 31, 2015
|
(5,163
|
)
|
|
(3,478
|
)
|
||
Accumulated other comprehensive income (loss), net of tax
|
(23,525
|
)
|
|
(23,412
|
)
|
||
Retained earnings
|
327,312
|
|
|
227,405
|
|
||
Total Stockholders’ Equity
|
744,336
|
|
|
627,624
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
2,948,791
|
|
|
$
|
2,641,967
|
|
|
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, 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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
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
|
|
|
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, 2015
|
52,562
|
|
|
$
|
525
|
|
|
$
|
426,584
|
|
|
266
|
|
|
$
|
(3,478
|
)
|
|
$
|
(23,412
|
)
|
|
$
|
—
|
|
|
$
|
227,405
|
|
|
$
|
627,624
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
9,954
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,954
|
|
|||||||
Exercise of stock options
|
348
|
|
|
3
|
|
|
6,685
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,688
|
|
|||||||
Issuance of shares related to restricted stock
|
156
|
|
|
2
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||||
Treasury share repurchases
|
—
|
|
|
—
|
|
|
—
|
|
|
40
|
|
|
(1,685
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,685
|
)
|
|||||||
Excess tax benefits from share-based awards
|
—
|
|
|
—
|
|
|
1,960
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,960
|
|
|||||||
Components of comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
99,907
|
|
|
99,907
|
|
|||||||
Translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(113
|
)
|
|
—
|
|
|
—
|
|
|
(113
|
)
|
|||||||
Total comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
99,794
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balances at March 31, 2016
|
53,066
|
|
|
$
|
530
|
|
|
$
|
445,182
|
|
|
306
|
|
|
$
|
(5,163
|
)
|
|
$
|
(23,525
|
)
|
|
$
|
—
|
|
|
$
|
327,312
|
|
|
$
|
744,336
|
|
|
Year Ended March 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
99,907
|
|
|
$
|
78,260
|
|
|
$
|
72,615
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
23,676
|
|
|
17,740
|
|
|
13,486
|
|
|||
Gain on sale of asset
|
—
|
|
|
(1,133
|
)
|
|
—
|
|
|||
Deferred income taxes
|
46,152
|
|
|
28,922
|
|
|
19,012
|
|
|||
Long term income taxes payable
|
(332
|
)
|
|
2,294
|
|
|
—
|
|
|||
Amortization of debt origination costs
|
8,994
|
|
|
8,821
|
|
|
10,512
|
|
|||
Stock-based compensation costs
|
9,954
|
|
|
6,918
|
|
|
5,146
|
|
|||
Loss on extinguishment of debt
|
17,970
|
|
|
—
|
|
|
18,286
|
|
|||
Premium payment on 2012 Senior Notes
|
(10,158
|
)
|
|
—
|
|
|
—
|
|
|||
Premium payment on 2010 Senior Notes
|
—
|
|
|
—
|
|
|
(15,527
|
)
|
|||
Lease termination costs
|
—
|
|
|
785
|
|
|
—
|
|
|||
(Gain) loss on sale or disposal of property and equipment
|
(35
|
)
|
|
321
|
|
|
(3
|
)
|
|||
Changes in operating assets and liabilities, net of effects from acquisitions
|
|
|
|
|
|
|
|
||||
Accounts receivable
|
1,824
|
|
|
1,608
|
|
|
9,735
|
|
|||
Inventories
|
(3,005
|
)
|
|
15,360
|
|
|
(2,850
|
)
|
|||
Prepaid expenses and other current assets
|
(7,921
|
)
|
|
4,664
|
|
|
(2,130
|
)
|
|||
Accounts payable
|
(11,348
|
)
|
|
(17,637
|
)
|
|
(4,641
|
)
|
|||
Accrued liabilities
|
(1,328
|
)
|
|
9,332
|
|
|
(12,059
|
)
|
|||
Net cash provided by operating activities
|
174,350
|
|
|
156,255
|
|
|
111,582
|
|
|||
|
|
|
|
|
|
||||||
Investing Activities
|
|
|
|
|
|
|
|
||||
Purchases of property and equipment
|
(3,568
|
)
|
|
(6,101
|
)
|
|
(2,764
|
)
|
|||
Proceeds from the sale of property and equipment
|
344
|
|
|
—
|
|
|
3
|
|
|||
Proceeds from sale of business
|
—
|
|
|
18,500
|
|
|
—
|
|
|||
Proceeds from sale of asset
|
—
|
|
|
10,000
|
|
|
—
|
|
|||
Proceeds from Insight Pharmaceuticals working capital arbitration settlement
|
7,237
|
|
|
—
|
|
|
—
|
|
|||
Acquisition of DenTek, less cash acquired
|
(226,984
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisition of Insight Pharmaceuticals, less cash acquired
|
—
|
|
|
(749,666
|
)
|
|
—
|
|
|||
Acquisition of the Hydralyte brand
|
—
|
|
|
(77,991
|
)
|
|
—
|
|
|||
Acquisition of Care Pharmaceuticals, less cash acquired
|
—
|
|
|
—
|
|
|
(55,215
|
)
|
|||
Net cash used in investing activities
|
(222,971
|
)
|
|
(805,258
|
)
|
|
(57,976
|
)
|
|||
|
|
|
|
|
|
||||||
Financing Activities
|
|
|
|
|
|
|
|
||||
Proceeds from issuance of 2016 Senior Notes
|
350,000
|
|
|
—
|
|
|
—
|
|
|||
Repayment of 2012 Senior Notes
|
(250,000
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of 2013 Senior Notes
|
—
|
|
|
—
|
|
|
400,000
|
|
|||
Borrowings under Bridge term loans
|
80,000
|
|
|
—
|
|
|
—
|
|
|||
Repayments under Bridge term loans
|
(80,000
|
)
|
|
—
|
|
|
—
|
|
|||
Repayment of 2010 Senior Notes
|
—
|
|
|
—
|
|
|
(250,000
|
)
|
|||
Term loan borrowings
|
—
|
|
|
720,000
|
|
|
—
|
|
|||
Term loan repayments
|
(60,000
|
)
|
|
(130,000
|
)
|
|
(157,500
|
)
|
|||
Borrowings under revolving credit agreement
|
115,000
|
|
|
124,600
|
|
|
50,000
|
|
|||
Repayments under revolving credit agreement
|
(96,100
|
)
|
|
(58,500
|
)
|
|
(83,000
|
)
|
|||
Payments of debt origination costs
|
(11,828
|
)
|
|
(16,072
|
)
|
|
(7,466
|
)
|
|||
Proceeds from exercise of stock options
|
6,689
|
|
|
3,954
|
|
|
5,907
|
|
|||
Proceeds from restricted stock exercises
|
544
|
|
|
57
|
|
|
—
|
|
|||
Excess tax benefits from share-based awards
|
1,960
|
|
|
1,330
|
|
|
1,650
|
|
|||
Fair value of shares surrendered as payment of tax withholding
|
(2,229
|
)
|
|
(2,104
|
)
|
|
(744
|
)
|
|||
Net cash (used in) provided by financing activities
|
54,036
|
|
|
643,265
|
|
|
(41,153
|
)
|
|||
|
|
|
|
|
|
||||||
Effects of exchange rate changes on cash and cash equivalents
|
497
|
|
|
(1,275
|
)
|
|
208
|
|
|||
Increase (decrease) in cash and cash equivalents
|
5,912
|
|
|
(7,013
|
)
|
|
12,661
|
|
|||
Cash and cash equivalents - beginning of year
|
21,318
|
|
|
28,331
|
|
|
15,670
|
|
|||
Cash and cash equivalents - end of year
|
$
|
27,230
|
|
|
$
|
21,318
|
|
|
$
|
28,331
|
|
|
|
|
|
|
|
||||||
Interest paid
|
$
|
79,132
|
|
|
$
|
70,155
|
|
|
$
|
62,357
|
|
Income taxes paid
|
$
|
15,352
|
|
|
$
|
11,939
|
|
|
$
|
11,020
|
|
|
Years
|
Machinery
|
5
|
Computer equipment and software
|
3
|
Furniture and fixtures
|
7
|
Leasehold improvements
|
*
|
(In thousands)
|
February 5, 2016
|
||
|
|
||
Cash acquired
|
$
|
1,359
|
|
Accounts receivable
|
9,187
|
|
|
Inventories
|
14,304
|
|
|
Deferred income taxes
|
3,303
|
|
|
Prepaids and other current assets
|
6,728
|
|
|
Property, plant and equipment, net
|
3,555
|
|
|
Goodwill
|
76,529
|
|
|
Intangible assets, net
|
206,700
|
|
|
Total assets acquired
|
321,665
|
|
|
|
|
||
Accounts payable
|
3,261
|
|
|
Accrued expenses
|
16,488
|
|
|
Deferred income tax liabilities - long term
|
73,573
|
|
|
Total liabilities assumed
|
93,322
|
|
|
Total purchase price
|
$
|
228,343
|
|
(In thousands)
|
September 3, 2014
|
||
|
|
||
Cash acquired
|
$
|
3,507
|
|
Accounts receivable
|
26,012
|
|
|
Inventories
|
23,456
|
|
|
Deferred income tax assets - current
|
1,032
|
|
|
Prepaids and other current assets
|
1,341
|
|
|
Property, plant and equipment
|
2,308
|
|
|
Goodwill
|
96,323
|
|
|
Intangible assets
|
724,374
|
|
|
Total assets acquired
|
878,353
|
|
|
|
|
||
Accounts payable
|
16,079
|
|
|
Accrued expenses
|
8,539
|
|
|
Deferred income tax liabilities - long term
|
107,799
|
|
|
Total liabilities assumed
|
132,417
|
|
|
Total purchase price
|
$
|
745,936
|
|
|
Year Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
(In thousands, except per share data)
|
(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,
|
||||||
(In thousands)
|
2016
|
|
2015
|
||||
Components of Accounts Receivable
|
|
|
|
||||
Trade accounts receivable
|
$
|
105,592
|
|
|
$
|
95,411
|
|
Other receivables
|
1,261
|
|
|
2,353
|
|
||
|
106,853
|
|
|
97,764
|
|
||
Less allowances for discounts, returns and uncollectible accounts
|
(11,606
|
)
|
|
(9,906
|
)
|
||
Accounts receivable, net
|
$
|
95,247
|
|
|
$
|
87,858
|
|
|
March 31,
|
||||||
(In thousands)
|
2016
|
|
2015
|
||||
Components of Inventories
|
|
|
|
||||
Packaging and raw materials
|
$
|
7,563
|
|
|
$
|
7,588
|
|
Finished goods
|
83,700
|
|
|
66,412
|
|
||
Inventories
|
$
|
91,263
|
|
|
$
|
74,000
|
|
|
March 31,
|
||||||
(In thousands)
|
2016
|
|
2015
|
||||
Components of Property and Equipment
|
|
|
|
||||
Machinery
|
$
|
7,734
|
|
|
$
|
4,743
|
|
Computer equipment
|
12,793
|
|
|
11,339
|
|
||
Furniture and fixtures
|
2,445
|
|
|
2,484
|
|
||
Leasehold improvements
|
7,389
|
|
|
7,134
|
|
||
|
30,361
|
|
|
25,700
|
|
||
Accumulated depreciation
|
(14,821
|
)
|
|
(11,956
|
)
|
||
Property and equipment, net
|
$
|
15,540
|
|
|
$
|
13,744
|
|
(In thousands)
|
North American OTC Healthcare
|
|
International OTC Healthcare
|
|
Household Cleaning
|
|
Consolidated
|
||||||||
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
|
|
||||
|
|
|
|
|
|
|
|
||||||||
2016 additions
|
74,441
|
|
|
2,393
|
|
|
—
|
|
|
76,834
|
|
||||
2016 reductions
|
(7,237
|
)
|
|
—
|
|
|
—
|
|
|
(7,237
|
)
|
||||
Effects of foreign currency exchange rates
|
—
|
|
|
(57
|
)
|
|
—
|
|
|
(57
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Balance – March 31, 2016
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
460,785
|
|
|
22,776
|
|
|
71,960
|
|
|
555,521
|
|
||||
Accumulated impairment losses
|
(130,170
|
)
|
|
—
|
|
|
(65,160
|
)
|
|
(195,330
|
)
|
||||
Balance - March 31, 2016
|
$
|
330,615
|
|
|
$
|
22,776
|
|
|
$
|
6,800
|
|
|
$
|
360,191
|
|
|
Year Ended March 31, 2014
|
||||||||||||||
(In thousands)
|
Indefinite
Lived Trademarks |
|
Finite Lived
Trademarks and Customer Relationships |
|
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
|
|
|
Year Ended March 31, 2015
|
||||||||||||||
(In thousands)
|
Indefinite
Lived Trademarks |
|
Finite Lived
Trademarks and Customer Relationships |
|
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 Ended March 31, 2016
|
||||||||||||||
(In thousands)
|
Indefinite
Lived Trademarks |
|
Finite Lived
Trademarks and Customer Relationships |
|
Non
Compete Agreement |
|
Totals
|
||||||||
Gross Amount
|
|
|
|
|
|
|
|
||||||||
Balance – March 31, 2015
|
$
|
1,873,404
|
|
|
$
|
358,066
|
|
|
$
|
—
|
|
|
$
|
2,231,470
|
|
Additions
|
179,800
|
|
|
26,900
|
|
|
—
|
|
|
206,700
|
|
||||
Reclassifications
|
(32,918
|
)
|
|
32,918
|
|
|
—
|
|
|
—
|
|
||||
Reductions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Effects of foreign currency exchange rates
|
(240
|
)
|
|
(4
|
)
|
|
—
|
|
|
(244
|
)
|
||||
Balance – March 31, 2016
|
$
|
2,020,046
|
|
|
$
|
417,880
|
|
|
$
|
—
|
|
|
$
|
2,437,926
|
|
|
|
|
|
|
|
|
|
||||||||
Accumulated Amortization
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance – March 31, 2015
|
$
|
—
|
|
|
$
|
96,770
|
|
|
$
|
—
|
|
|
$
|
96,770
|
|
Additions
|
—
|
|
|
18,430
|
|
|
—
|
|
|
18,430
|
|
||||
Effects of foreign currency exchange rates
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||
Balance – March 31, 2016
|
$
|
—
|
|
|
$
|
115,203
|
|
|
$
|
—
|
|
|
$
|
115,203
|
|
|
|
|
|
|
|
|
|
||||||||
Intangibles, net – March 31, 2016
|
$
|
2,020,046
|
|
|
$
|
302,677
|
|
|
$
|
—
|
|
|
$
|
2,322,723
|
|
|
|
|
|
|
|
|
|
||||||||
Intangible Assets, net by Reportable Segment:
|
|
|
|
|
|
|
|
||||||||
North American OTC Healthcare
|
$
|
1,823,873
|
|
|
$
|
277,762
|
|
|
$
|
—
|
|
|
$
|
2,101,635
|
|
International OTC Healthcare
|
85,901
|
|
|
2,237
|
|
|
—
|
|
|
88,138
|
|
||||
Household Cleaning
|
110,272
|
|
|
22,678
|
|
|
—
|
|
|
132,950
|
|
||||
Intangible assets, net – March 31, 2016
|
$
|
2,020,046
|
|
|
$
|
302,677
|
|
|
$
|
—
|
|
|
$
|
2,322,723
|
|
Year Ending March 31,
|
|
||
2017
|
21,236
|
|
|
2018
|
21,072
|
|
|
2019
|
21,072
|
|
|
2020
|
21,072
|
|
|
2021
|
20,650
|
|
|
Thereafter
|
197,575
|
|
|
|
$
|
302,677
|
|
|
March 31,
|
||||||
(In thousands)
|
2016
|
|
2015
|
||||
Accrued marketing costs
|
$
|
26,373
|
|
|
$
|
16,903
|
|
Accrued compensation costs
|
9,574
|
|
|
8,840
|
|
||
Accrued broker commissions
|
1,497
|
|
|
1,134
|
|
||
Income taxes payable
|
3,675
|
|
|
2,642
|
|
||
Accrued professional fees
|
1,787
|
|
|
2,769
|
|
||
Deferred rent
|
836
|
|
|
1,021
|
|
||
Accrued production costs
|
3,324
|
|
|
5,610
|
|
||
Accrued lease termination costs
|
448
|
|
|
669
|
|
||
Income tax related payable
|
6,354
|
|
|
—
|
|
||
Other accrued liabilities
|
5,856
|
|
|
1,360
|
|
||
|
$
|
59,724
|
|
|
$
|
40,948
|
|
(In thousands, except percentages)
|
|
March 31,
2016 |
|
March 31,
2015 |
||||
2016 Senior Notes bearing interest at 6.375%, with interest payable on March 1 and September 1 of each year. The 2016 Senior Notes mature on March 1, 2024.
|
|
350,000
|
|
|
—
|
|
||
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
|
|
||
2012 Term B-3 Loans bearing interest at the Borrower's option at either a base rate with a floor of 1.75% plus applicable margin or LIBOR with a floor of 0.75% plus applicable margin, due on September 3, 2021.
|
|
817,500
|
|
|
877,500
|
|
||
2012 ABL Revolver bearing interest at the Borrower's option at either a base rate plus applicable margin or LIBOR plus applicable margin. Any unpaid balance is due on June 9, 2020.
|
|
85,000
|
|
|
66,100
|
|
||
Total long-term debt (including current portion)
|
|
1,652,500
|
|
|
1,593,600
|
|
||
Current portion of long-term debt
|
|
—
|
|
|
—
|
|
||
Long-term debt
|
|
1,652,500
|
|
|
1,593,600
|
|
||
Less: unamortized debt costs
|
|
(27,191
|
)
|
|
(32,327
|
)
|
||
Long-term debt, net
|
|
$
|
1,625,309
|
|
|
$
|
1,561,273
|
|
|
|
March 31, 2016
|
|
March 31, 2015
|
||||||||||||
(In thousands)
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
2016 Senior Notes
|
|
$
|
350,000
|
|
|
$
|
363,125
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2013 Senior Notes
|
|
400,000
|
|
|
408,000
|
|
|
400,000
|
|
|
405,000
|
|
||||
2012 Senior Notes
|
|
—
|
|
|
—
|
|
|
250,000
|
|
|
268,100
|
|
||||
Term B-3 Loans
|
|
817,500
|
|
|
818,522
|
|
|
877,500
|
|
|
880,500
|
|
||||
2012 ABL Revolver
|
|
85,000
|
|
|
85,000
|
|
|
66,100
|
|
|
65,700
|
|
|
Year Ended March 31,
|
||||||||||
(In thousands, except per share data)
|
2016
|
|
2015
|
|
2014
|
||||||
Numerator
|
|
|
|
|
|
||||||
Net income
|
$
|
99,907
|
|
|
$
|
78,260
|
|
|
$
|
72,615
|
|
|
|
|
|
|
|
||||||
Denominator
|
|
|
|
|
|
|
|
||||
Denominator for basic earnings per share- weighted average shares outstanding
|
52,754
|
|
|
52,170
|
|
|
51,641
|
|
|||
Dilutive effect of unvested restricted stock units and options issued to employees and directors
|
389
|
|
|
500
|
|
|
708
|
|
|||
Denominator for diluted earnings per share
|
53,143
|
|
|
52,670
|
|
|
52,349
|
|
|||
|
|
|
|
|
|
||||||
Earnings per Common Share:
|
|
|
|
|
|
|
|
||||
Basic net earnings per share
|
$
|
1.89
|
|
|
$
|
1.50
|
|
|
$
|
1.41
|
|
|
|
|
|
|
|
||||||
Diluted net earnings per share
|
$
|
1.88
|
|
|
$
|
1.49
|
|
|
$
|
1.39
|
|
Restricted Shares
|
|
Shares
(in thousands)
|
|
Weighted-Average
Grant-Date
Fair Value
|
|||
Vested and Nonvested at March 31, 2013
|
|
421.3
|
|
|
$
|
11.01
|
|
|
|
|
|
|
|||
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
|
|
|
|
|
|
|
|
|||
Granted
|
|
266.1
|
|
|
42.41
|
|
|
Vested and issued
|
|
(155.6
|
)
|
|
18.31
|
|
|
Forfeited
|
|
(5.0
|
)
|
|
39.61
|
|
|
Vested and nonvested at March 31, 2016
|
|
467.8
|
|
|
35.22
|
|
|
Vested at March 31, 2016
|
|
69.8
|
|
|
14.76
|
|
|
Year Ended March 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Expected volatility
|
40.2
|
%
|
|
47.3
|
%
|
|
48.0
|
%
|
Expected dividends
|
—
|
|
|
—
|
|
|
—
|
|
Expected term in years
|
6.0
|
|
|
6.0
|
|
|
6.0
|
|
Risk-free rate
|
1.7
|
%
|
|
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, 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
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||||
Granted
|
|
208.2
|
|
|
42.13
|
|
|
|
|
|
|||
Exercised
|
|
(348.0
|
)
|
|
19.22
|
|
|
|
|
|
|||
Forfeited or expired
|
|
(3.7
|
)
|
|
35.72
|
|
|
|
|
|
|||
Outstanding at March 31, 2016
|
|
727.7
|
|
|
30.70
|
|
|
7.6
|
|
$
|
16,512
|
|
|
Exercisable at March 31, 2016
|
|
308.4
|
|
|
21.75
|
|
|
6.5
|
|
9,756
|
|
14.
|
Accumulated Other Comprehensive Loss
|
|
March 31,
|
|
March 31,
|
||||
(In thousands)
|
2016
|
|
2015
|
||||
Components of Accumulated Other Comprehensive Loss
|
|
|
|
||||
Cumulative translation adjustment
|
$
|
(23,525
|
)
|
|
$
|
(23,412
|
)
|
Accumulated other comprehensive loss, net of tax
|
$
|
(23,525
|
)
|
|
$
|
(23,412
|
)
|
|
Year Ended March 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
6,080
|
|
|
$
|
13,066
|
|
|
$
|
7,801
|
|
State
|
1,171
|
|
|
760
|
|
|
625
|
|
|||
Foreign
|
3,905
|
|
|
3,228
|
|
|
1,675
|
|
|||
Deferred
|
|
|
|
|
|
|
|
||||
Federal
|
44,787
|
|
|
31,012
|
|
|
27,045
|
|
|||
State
|
1,678
|
|
|
1,162
|
|
|
(7,879
|
)
|
|||
Foreign
|
(343
|
)
|
|
(30
|
)
|
|
(134
|
)
|
|||
Total provision for income taxes
|
$
|
57,278
|
|
|
$
|
49,198
|
|
|
$
|
29,133
|
|
|
March 31,
|
||||||
(In thousands)
|
2016
|
|
2015
|
||||
Deferred Tax Assets
|
|
|
|
||||
Allowance for doubtful accounts and sales returns
|
$
|
5,083
|
|
|
$
|
4,106
|
|
Inventory capitalization
|
1,838
|
|
|
1,550
|
|
||
Inventory reserves
|
1,367
|
|
|
1,495
|
|
||
Net operating loss carryforwards
|
12,350
|
|
|
23,800
|
|
||
State income taxes
|
10,293
|
|
|
7,557
|
|
||
Accrued liabilities
|
2,162
|
|
|
619
|
|
||
Stock compensation
|
4,411
|
|
|
3,517
|
|
||
Other
|
300
|
|
|
834
|
|
||
Total deferred tax assets
|
37,804
|
|
|
43,478
|
|
||
|
|
|
|
||||
Deferred Tax Liabilities
|
|
|
|
|
|||
Property and equipment
|
(833
|
)
|
|
(1,143
|
)
|
||
Intangible assets
|
(496,485
|
)
|
|
(385,807
|
)
|
||
Total deferred tax liabilities
|
(497,318
|
)
|
|
(386,950
|
)
|
||
|
|
|
|
||||
Net deferred tax liability
|
$
|
(459,514
|
)
|
|
$
|
(343,472
|
)
|
|
Year Ended March 31,
|
|||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
(In thousands)
|
|
|
%
|
|
|
|
|
%
|
|
|
|
|
%
|
|
||||||
Income tax provision at statutory rate
|
$
|
55,015
|
|
|
35.0
|
|
|
$
|
44,610
|
|
|
35.0
|
|
|
$
|
35,612
|
|
|
35.0
|
|
Foreign tax benefit
|
(2,894
|
)
|
|
(1.8
|
)
|
|
(2,019
|
)
|
|
(1.6
|
)
|
|
(918
|
)
|
|
(0.9
|
)
|
|||
State income taxes, net of federal income tax benefit
|
3,284
|
|
|
2.0
|
|
|
2,865
|
|
|
2.3
|
|
|
2,004
|
|
|
2.0
|
|
|||
Decrease in net deferred tax liability resulting from a change in the effective state tax rate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,892
|
)
|
|
(8.7
|
)
|
|||
Goodwill adjustment for sale of asset
|
—
|
|
|
—
|
|
|
206
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|||
Nondeductible transaction costs
|
1,071
|
|
|
0.7
|
|
|
2,936
|
|
|
2.3
|
|
|
—
|
|
|
—
|
|
|||
Nondeductible compensation
|
758
|
|
|
0.5
|
|
|
566
|
|
|
0.4
|
|
|
1,011
|
|
|
1.0
|
|
|||
Other
|
44
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
316
|
|
|
0.3
|
|
|||
Total provision for income taxes
|
$
|
57,278
|
|
|
36.4
|
|
|
$
|
49,198
|
|
|
38.6
|
|
|
$
|
29,133
|
|
|
28.7
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
(In thousands)
|
|
|
|
|
|
||||||
Balance – beginning of year
|
$
|
3,420
|
|
|
$
|
1,236
|
|
|
$
|
1,016
|
|
Additions based on tax positions related to the current year
|
664
|
|
|
2,229
|
|
|
360
|
|
|||
Reductions based on lapse of statute of limitations
|
—
|
|
|
(45
|
)
|
|
(140
|
)
|
|||
Balance – end of year
|
$
|
4,084
|
|
|
$
|
3,420
|
|
|
$
|
1,236
|
|
(In thousands)
|
Facilities
|
|
Equipment
|
|
Total
|
||||||
Year Ending March 31,
|
|
|
|
|
|
||||||
2017
|
$
|
1,923
|
|
|
$
|
77
|
|
|
$
|
2,000
|
|
2018
|
1,934
|
|
|
—
|
|
|
1,934
|
|
|||
2019
|
1,926
|
|
|
—
|
|
|
1,926
|
|
|||
2020
|
1,757
|
|
|
—
|
|
|
1,757
|
|
|||
2021
|
817
|
|
|
—
|
|
|
817
|
|
|||
|
$
|
8,357
|
|
|
$
|
77
|
|
|
$
|
8,434
|
|
|
Year ending March 31,
|
||||||
(In thousands)
|
2016
|
|
2015
|
||||
Minimum lease payments
|
$
|
8,434
|
|
|
$
|
9,957
|
|
Less: Sublease rentals
|
(1,165
|
)
|
|
(1,401
|
)
|
||
|
$
|
7,269
|
|
|
$
|
8,556
|
|
(In thousands)
|
|
||
Year Ending March 31,
|
|
||
2017
|
1,044
|
|
|
2018
|
1,013
|
|
|
2019
|
982
|
|
|
2020
|
560
|
|
|
2021
|
—
|
|
|
Thereafter
|
—
|
|
|
|
$
|
3,599
|
|
|
Year Ended March 31, 2016
|
||||||||||||||
(In thousands)
|
North American OTC
Healthcare |
|
International OTC
Healthcare |
|
Household
Cleaning
|
|
Consolidated
|
||||||||
Gross segment revenues*
|
$
|
660,518
|
|
|
$
|
57,670
|
|
|
$
|
87,561
|
|
|
$
|
805,749
|
|
Elimination of intersegment revenues
|
(2,661
|
)
|
|
—
|
|
|
—
|
|
|
(2,661
|
)
|
||||
Third-party segment revenues
|
657,857
|
|
|
57,670
|
|
|
87,561
|
|
|
803,088
|
|
||||
Other revenues*
|
14
|
|
|
43
|
|
|
3,102
|
|
|
3,159
|
|
||||
Total segment revenues
|
657,871
|
|
|
57,713
|
|
|
90,663
|
|
|
806,247
|
|
||||
Cost of sales
|
250,018
|
|
|
21,676
|
|
|
67,342
|
|
|
339,036
|
|
||||
Gross profit
|
407,853
|
|
|
36,037
|
|
|
23,321
|
|
|
467,211
|
|
||||
Advertising and promotion
|
97,393
|
|
|
11,114
|
|
|
2,295
|
|
|
110,802
|
|
||||
Contribution margin
|
$
|
310,460
|
|
|
$
|
24,923
|
|
|
$
|
21,026
|
|
|
356,409
|
|
|
Other operating expenses
|
|
|
|
|
|
|
|
|
96,094
|
|
|||||
Operating income
|
|
|
|
|
|
|
|
|
260,315
|
|
|||||
Other expense
|
|
|
|
|
|
|
|
|
103,130
|
|
|||||
Income before income taxes
|
|
|
|
|
|
|
157,185
|
|
|||||||
Provision for income taxes
|
|
|
|
|
|
|
|
|
57,278
|
|
|||||
Net income
|
|
|
|
|
|
|
$
|
99,907
|
|
|
Year Ended March 31, 2015
|
||||||||||||||
(In thousands)
|
North American OTC
Healthcare |
|
International OTC
Healthcare |
|
Household
Cleaning |
|
Consolidated
|
||||||||
Gross segment revenues*
|
$
|
569,643
|
|
|
$
|
57,729
|
|
|
$
|
86,085
|
|
|
$
|
713,457
|
|
Elimination of intersegment revenues
|
(3,387
|
)
|
|
—
|
|
|
—
|
|
|
(3,387
|
)
|
||||
Third-party segment revenues
|
566,256
|
|
|
57,729
|
|
|
86,085
|
|
|
710,070
|
|
||||
Other revenues
|
637
|
|
|
64
|
|
|
3,852
|
|
|
4,553
|
|
||||
Total segment revenues
|
566,893
|
|
|
57,793
|
|
|
89,937
|
|
|
714,623
|
|
||||
Cost of sales
|
216,781
|
|
|
22,820
|
|
|
68,799
|
|
|
308,400
|
|
||||
Gross profit
|
350,112
|
|
|
34,973
|
|
|
21,138
|
|
|
406,223
|
|
||||
Advertising and promotion
|
86,897
|
|
|
10,922
|
|
|
1,832
|
|
|
99,651
|
|
||||
Contribution margin
|
$
|
263,215
|
|
|
$
|
24,051
|
|
|
$
|
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*
|
$
|
485,323
|
|
|
$
|
26,687
|
|
|
$
|
83,629
|
|
|
$
|
595,639
|
|
Elimination of intersegment revenues
|
(3,185
|
)
|
|
—
|
|
|
—
|
|
|
(3,185
|
)
|
||||
Third-party segment revenues
|
482,138
|
|
|
26,687
|
|
|
83,629
|
|
|
592,454
|
|
||||
Other revenues
|
749
|
|
|
42
|
|
|
4,136
|
|
|
4,927
|
|
||||
Total segment revenues
|
482,887
|
|
|
26,729
|
|
|
87,765
|
|
|
597,381
|
|
||||
Cost of sales
|
184,796
|
|
|
12,646
|
|
|
64,388
|
|
|
261,830
|
|
||||
Gross profit
|
298,091
|
|
|
14,083
|
|
|
23,377
|
|
|
335,551
|
|
||||
Advertising and promotion
|
77,083
|
|
|
5,264
|
|
|
2,621
|
|
|
84,968
|
|
||||
Contribution margin
|
$
|
221,008
|
|
|
$
|
8,819
|
|
|
$
|
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, 2016
|
||||||||||||||
(In thousands)
|
North American OTC
Healthcare |
|
International OTC
Healthcare |
|
Household
Cleaning |
|
Consolidated
|
||||||||
Analgesics
|
$
|
117,337
|
|
|
$
|
2,128
|
|
|
$
|
—
|
|
|
$
|
119,465
|
|
Cough & Cold
|
100,148
|
|
|
16,422
|
|
|
—
|
|
|
116,570
|
|
||||
Women's Health
|
132,184
|
|
|
2,982
|
|
|
—
|
|
|
135,166
|
|
||||
Gastrointestinal
|
74,568
|
|
|
20,019
|
|
|
—
|
|
|
94,587
|
|
||||
Eye & Ear Care
|
95,515
|
|
|
11,983
|
|
|
—
|
|
|
107,498
|
|
||||
Dermatologicals
|
82,941
|
|
|
2,133
|
|
|
—
|
|
|
85,074
|
|
||||
Oral Care
|
49,099
|
|
|
2,026
|
|
|
—
|
|
|
51,125
|
|
||||
Other OTC
|
6,079
|
|
|
20
|
|
|
—
|
|
|
6,099
|
|
||||
Household Cleaning
|
—
|
|
|
—
|
|
|
90,663
|
|
|
90,663
|
|
||||
Total segment revenues
|
$
|
657,871
|
|
|
$
|
57,713
|
|
|
$
|
90,663
|
|
|
$
|
806,247
|
|
|
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
|
85,236
|
|
|
12,689
|
|
|
—
|
|
|
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
|
$
|
566,893
|
|
|
$
|
57,793
|
|
|
$
|
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
|
78,753
|
|
|
6,738
|
|
|
—
|
|
|
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
|
$
|
482,887
|
|
|
$
|
26,729
|
|
|
$
|
87,765
|
|
|
$
|
597,381
|
|
March 31, 2016
(In thousands)
|
North American OTC
Healthcare |
|
International OTC
Healthcare |
|
Household
Cleaning |
|
Consolidated
|
||||||||
Goodwill
|
$
|
330,615
|
|
|
$
|
22,776
|
|
|
$
|
6,800
|
|
|
$
|
360,191
|
|
|
|
|
|
|
|
|
|
||||||||
Intangible assets
|
|
|
|
|
|
|
|
|
|||||||
Indefinite-lived
|
1,823,873
|
|
|
85,901
|
|
|
110,272
|
|
|
2,020,046
|
|
||||
Finite-lived
|
277,762
|
|
|
2,237
|
|
|
22,678
|
|
|
302,677
|
|
||||
Intangible assets, net
|
2,101,635
|
|
|
88,138
|
|
|
132,950
|
|
|
2,322,723
|
|
||||
Total
|
$
|
2,432,250
|
|
|
$
|
110,914
|
|
|
$
|
139,750
|
|
|
$
|
2,682,914
|
|
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
|
|
|
|
|
|
|
|
|
|||||||
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,
2015
|
|
September 30,
2015
|
|
December 31,
2015
|
|
March 31,
2016
|
||||||||
Total revenues
|
|
$
|
192,132
|
|
|
$
|
206,065
|
|
|
$
|
200,195
|
|
|
$
|
207,855
|
|
Cost of sales (exclusive of depreciation shown below)
|
|
79,896
|
|
|
86,125
|
|
|
83,411
|
|
|
89,604
|
|
||||
Gross profit
|
|
112,236
|
|
|
119,940
|
|
|
116,784
|
|
|
118,251
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Advertising and promotion
|
|
26,422
|
|
|
27,893
|
|
|
29,935
|
|
|
26,552
|
|
||||
General and administrative
|
|
17,589
|
|
|
16,462
|
|
|
18,135
|
|
|
20,232
|
|
||||
Depreciation and amortization
|
|
5,720
|
|
|
5,687
|
|
|
6,071
|
|
|
6,198
|
|
||||
|
|
49,731
|
|
|
50,042
|
|
|
54,141
|
|
|
52,982
|
|
||||
Operating income
|
|
62,505
|
|
|
69,898
|
|
|
62,643
|
|
|
65,269
|
|
||||
Net interest expense
|
|
21,884
|
|
|
20,667
|
|
|
19,462
|
|
|
23,147
|
|
||||
Loss on extinguishment of debt
|
|
451
|
|
|
—
|
|
|
—
|
|
|
17,519
|
|
||||
Income before income taxes
|
|
40,170
|
|
|
49,231
|
|
|
43,181
|
|
|
24,603
|
|
||||
Provision for income taxes
|
|
13,997
|
|
|
17,428
|
|
|
15,186
|
|
|
10,667
|
|
||||
Net income
|
|
$
|
26,173
|
|
|
$
|
31,803
|
|
|
$
|
27,995
|
|
|
$
|
13,936
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.50
|
|
|
$
|
0.60
|
|
|
$
|
0.53
|
|
|
$
|
0.26
|
|
Diluted
|
|
$
|
0.49
|
|
|
$
|
0.60
|
|
|
$
|
0.53
|
|
|
$
|
0.26
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
52,548
|
|
|
52,803
|
|
|
52,824
|
|
|
52,833
|
|
||||
Diluted
|
|
52,958
|
|
|
53,151
|
|
|
53,203
|
|
|
53,252
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
||||||||
Currency translation adjustments
|
|
(405
|
)
|
|
(11,079
|
)
|
|
4,922
|
|
|
6,449
|
|
||||
Total other comprehensive income (loss)
|
|
(405
|
)
|
|
(11,079
|
)
|
|
4,922
|
|
|
6,449
|
|
||||
Comprehensive income
|
|
$
|
25,768
|
|
|
$
|
20,724
|
|
|
$
|
32,917
|
|
|
$
|
20,385
|
|
|
||||||||||||||||
|
|
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 settlement
|
|
—
|
|
|
—
|
|
|
(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
|
|
(In thousands)
|
|
Prestige
Brands
Holdings,
Inc.
|
|
Prestige
Brands,
Inc.,
the issuer
|
|
Combined
Subsidiary
Guarantors
|
|
Combined
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
|
$
|
—
|
|
|
$
|
111,747
|
|
|
$
|
643,330
|
|
|
$
|
50,672
|
|
|
$
|
(2,661
|
)
|
|
$
|
803,088
|
|
Other revenues
|
|
—
|
|
|
347
|
|
|
3,116
|
|
|
1,776
|
|
|
(2,080
|
)
|
|
3,159
|
|
||||||
Total revenues
|
|
—
|
|
|
112,094
|
|
|
646,446
|
|
|
52,448
|
|
|
(4,741
|
)
|
|
806,247
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of sales (exclusive of depreciation shown below)
|
|
—
|
|
|
45,763
|
|
|
280,169
|
|
|
18,459
|
|
|
(5,355
|
)
|
|
339,036
|
|
||||||
Gross profit
|
|
—
|
|
|
66,331
|
|
|
366,277
|
|
|
33,989
|
|
|
614
|
|
|
467,211
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Advertising and promotion
|
|
—
|
|
|
9,465
|
|
|
90,353
|
|
|
10,984
|
|
|
—
|
|
|
110,802
|
|
||||||
General and administrative
|
|
5,737
|
|
|
9,098
|
|
|
51,198
|
|
|
6,385
|
|
|
—
|
|
|
72,418
|
|
||||||
Depreciation and amortization
|
|
4,050
|
|
|
594
|
|
|
18,617
|
|
|
415
|
|
|
—
|
|
|
23,676
|
|
||||||
Total operating expenses
|
|
9,787
|
|
|
19,157
|
|
|
160,168
|
|
|
17,784
|
|
|
—
|
|
|
206,896
|
|
||||||
Operating income (loss)
|
|
(9,787
|
)
|
|
47,174
|
|
|
206,109
|
|
|
16,205
|
|
|
614
|
|
|
260,315
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other (income) expense
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income
|
|
(48,342
|
)
|
|
(85,882
|
)
|
|
(5,087
|
)
|
|
(531
|
)
|
|
139,680
|
|
|
(162
|
)
|
||||||
Interest expense
|
|
34,553
|
|
|
84,822
|
|
|
100,540
|
|
|
5,087
|
|
|
(139,680
|
)
|
|
85,322
|
|
||||||
Loss on extinguishment of debt
|
|
—
|
|
|
17,970
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,970
|
|
||||||
Equity in (income) loss of subsidiaries
|
|
(98,803
|
)
|
|
(70,953
|
)
|
|
(8,564
|
)
|
|
—
|
|
|
178,320
|
|
|
—
|
|
||||||
Total other (income) expense
|
|
(112,592
|
)
|
|
(54,043
|
)
|
|
86,889
|
|
|
4,556
|
|
|
178,320
|
|
|
103,130
|
|
||||||
Income (loss) before income taxes
|
|
102,805
|
|
|
101,217
|
|
|
119,220
|
|
|
11,649
|
|
|
(177,706
|
)
|
|
157,185
|
|
||||||
Provision for income taxes
|
|
2,898
|
|
|
11,016
|
|
|
40,279
|
|
|
3,085
|
|
|
—
|
|
|
57,278
|
|
||||||
Net income (loss)
|
|
$
|
99,907
|
|
|
$
|
90,201
|
|
|
$
|
78,941
|
|
|
$
|
8,564
|
|
|
$
|
(177,706
|
)
|
|
$
|
99,907
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Currency translation adjustments
|
|
(113
|
)
|
|
(113
|
)
|
|
(113
|
)
|
|
(113
|
)
|
|
339
|
|
|
(113
|
)
|
||||||
Total other comprehensive income (loss)
|
|
(113
|
)
|
|
(113
|
)
|
|
(113
|
)
|
|
(113
|
)
|
|
339
|
|
|
(113
|
)
|
||||||
Comprehensive income (loss)
|
|
$
|
99,794
|
|
|
$
|
90,088
|
|
|
$
|
78,828
|
|
|
$
|
8,451
|
|
|
$
|
(177,367
|
)
|
|
$
|
99,794
|
|
(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
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
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) loss 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
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
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) loss 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
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
|
$
|
4,440
|
|
|
$
|
—
|
|
|
$
|
2,899
|
|
|
$
|
19,891
|
|
|
$
|
—
|
|
|
$
|
27,230
|
|
Accounts receivable, net
|
|
—
|
|
|
12,025
|
|
|
74,446
|
|
|
8,776
|
|
|
—
|
|
|
95,247
|
|
||||||
Inventories
|
|
—
|
|
|
9,411
|
|
|
72,296
|
|
|
10,088
|
|
|
(532
|
)
|
|
91,263
|
|
||||||
Deferred income tax assets
|
|
316
|
|
|
681
|
|
|
8,293
|
|
|
818
|
|
|
—
|
|
|
10,108
|
|
||||||
Prepaid expenses and other current assets
|
|
15,311
|
|
|
257
|
|
|
8,379
|
|
|
1,218
|
|
|
—
|
|
|
25,165
|
|
||||||
Total current assets
|
|
20,067
|
|
|
22,374
|
|
|
166,313
|
|
|
40,791
|
|
|
(532
|
)
|
|
249,013
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment, net
|
|
9,166
|
|
|
210
|
|
|
5,528
|
|
|
636
|
|
|
—
|
|
|
15,540
|
|
||||||
Goodwill
|
|
—
|
|
|
66,007
|
|
|
271,409
|
|
|
22,775
|
|
|
—
|
|
|
360,191
|
|
||||||
Intangible assets, net
|
|
—
|
|
|
191,789
|
|
|
2,042,640
|
|
|
88,294
|
|
|
—
|
|
|
2,322,723
|
|
||||||
Other long-term assets
|
|
—
|
|
|
1,324
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,324
|
|
||||||
Intercompany receivables
|
|
1,457,011
|
|
|
2,703,192
|
|
|
1,083,488
|
|
|
10,738
|
|
|
(5,254,429
|
)
|
|
—
|
|
||||||
Investment in subsidiary
|
|
1,641,477
|
|
|
1,527,718
|
|
|
81,545
|
|
|
|
|
|
(3,250,740
|
)
|
|
—
|
|
||||||
Total Assets
|
|
$
|
3,127,721
|
|
|
$
|
4,512,614
|
|
|
$
|
3,650,923
|
|
|
$
|
163,234
|
|
|
$
|
(8,505,701
|
)
|
|
$
|
2,948,791
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
|
$
|
2,914
|
|
|
$
|
7,643
|
|
|
$
|
24,437
|
|
|
$
|
3,302
|
|
|
$
|
—
|
|
|
$
|
38,296
|
|
Accrued interest payable
|
|
—
|
|
|
8,664
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,664
|
|
||||||
Other accrued liabilities
|
|
12,285
|
|
|
1,714
|
|
|
38,734
|
|
|
6,991
|
|
|
—
|
|
|
59,724
|
|
||||||
Total current liabilities
|
|
15,199
|
|
|
18,021
|
|
|
63,171
|
|
|
10,293
|
|
|
—
|
|
|
106,684
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Principal amount
|
|
—
|
|
|
1,652,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,652,500
|
|
||||||
Less unamortized debt costs
|
|
—
|
|
|
(27,191
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,191
|
)
|
||||||
Long-term debt, net
|
|
—
|
|
|
1,625,309
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,625,309
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deferred income tax liabilities
|
|
—
|
|
|
60,317
|
|
|
408,893
|
|
|
412
|
|
|
—
|
|
|
469,622
|
|
||||||
Other long-term liabilities
|
|
—
|
|
|
—
|
|
|
2,682
|
|
|
158
|
|
|
—
|
|
|
2,840
|
|
||||||
Intercompany payables
|
|
2,368,186
|
|
|
1,241,084
|
|
|
1,570,265
|
|
|
74,894
|
|
|
(5,254,429
|
)
|
|
—
|
|
||||||
Total Liabilities
|
|
2,383,385
|
|
|
2,944,731
|
|
|
2,045,011
|
|
|
85,757
|
|
|
(5,254,429
|
)
|
|
2,204,455
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Common stock
|
|
530
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
530
|
|
||||||
Additional paid-in capital
|
|
445,182
|
|
|
1,280,947
|
|
|
1,359,921
|
|
|
78,774
|
|
|
(2,719,642
|
)
|
|
445,182
|
|
||||||
Treasury stock, at cost
|
|
(5,163
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,163
|
)
|
||||||
Accumulated other comprehensive income (loss), net of tax
|
|
(23,525
|
)
|
|
(23,525
|
)
|
|
(23,525
|
)
|
|
(23,525
|
)
|
|
70,575
|
|
|
(23,525
|
)
|
||||||
Retained earnings (accumulated deficit)
|
|
327,312
|
|
|
310,461
|
|
|
269,516
|
|
|
22,228
|
|
|
(602,205
|
)
|
|
327,312
|
|
||||||
Total Stockholders' Equity
|
|
744,336
|
|
|
1,567,883
|
|
|
1,605,912
|
|
|
77,477
|
|
|
(3,251,272
|
)
|
|
744,336
|
|
||||||
Total Liabilities and Stockholders' Equity
|
|
$
|
3,127,721
|
|
|
$
|
4,512,614
|
|
|
$
|
3,650,923
|
|
|
$
|
163,234
|
|
|
$
|
(8,505,701
|
)
|
|
$
|
2,948,791
|
|
(In thousands)
|
|
Prestige
Brands
Holdings,
Inc.
|
|
Prestige
Brands,
Inc.,
the issuer
|
|
Combined
Subsidiary
Guarantors
|
|
Combined
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
|
$
|
11,387
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,931
|
|
|
$
|
—
|
|
|
$
|
21,318
|
|
Accounts receivable, net
|
|
—
|
|
|
14,539
|
|
|
66,523
|
|
|
6,796
|
|
|
—
|
|
|
87,858
|
|
||||||
Inventories
|
|
—
|
|
|
8,667
|
|
|
60,297
|
|
|
6,182
|
|
|
(1,146
|
)
|
|
74,000
|
|
||||||
Deferred income tax assets
|
|
452
|
|
|
674
|
|
|
6,497
|
|
|
474
|
|
|
—
|
|
|
8,097
|
|
||||||
Prepaid expenses and other current assets
|
|
5,731
|
|
|
141
|
|
|
3,804
|
|
|
758
|
|
|
—
|
|
|
10,434
|
|
||||||
Total current assets
|
|
17,570
|
|
|
24,021
|
|
|
137,121
|
|
|
24,141
|
|
|
(1,146
|
)
|
|
201,707
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment, net
|
|
10,726
|
|
|
175
|
|
|
2,207
|
|
|
636
|
|
|
—
|
|
|
13,744
|
|
||||||
Goodwill
|
|
—
|
|
|
66,007
|
|
|
204,205
|
|
|
20,439
|
|
|
—
|
|
|
290,651
|
|
||||||
Intangible assets, net
|
|
—
|
|
|
192,325
|
|
|
1,854,798
|
|
|
87,577
|
|
|
—
|
|
|
2,134,700
|
|
||||||
Other long-term assets
|
|
—
|
|
|
1,165
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,165
|
|
||||||
Intercompany receivables
|
|
1,210,017
|
|
|
2,607,054
|
|
|
668,169
|
|
|
8,764
|
|
|
(4,494,004
|
)
|
|
—
|
|
||||||
Investment in subsidiary
|
|
1,545,575
|
|
|
1,228,535
|
|
|
65,564
|
|
|
—
|
|
|
(2,839,674
|
)
|
|
—
|
|
||||||
Total Assets
|
|
$
|
2,783,888
|
|
|
$
|
4,119,282
|
|
|
$
|
2,932,064
|
|
|
$
|
141,557
|
|
|
$
|
(7,334,824
|
)
|
|
$
|
2,641,967
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
|
$
|
1,959
|
|
|
$
|
6,829
|
|
|
$
|
32,898
|
|
|
$
|
4,429
|
|
|
$
|
—
|
|
|
$
|
46,115
|
|
Accrued interest payable
|
|
—
|
|
|
11,974
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,974
|
|
||||||
Other accrued liabilities
|
|
10,378
|
|
|
1,153
|
|
|
25,795
|
|
|
3,622
|
|
|
—
|
|
|
40,948
|
|
||||||
Total current liabilities
|
|
12,337
|
|
|
19,956
|
|
|
58,693
|
|
|
8,051
|
|
|
—
|
|
|
99,037
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Principal amount
|
|
—
|
|
|
1,593,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,593,600
|
|
||||||
Less unamortized debt costs
|
|
—
|
|
|
(32,327
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,327
|
)
|
||||||
Long-term debt, net
|
|
—
|
|
|
1,561,273
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,561,273
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deferred income tax liabilities
|
|
—
|
|
|
59,038
|
|
|
292,504
|
|
|
27
|
|
|
—
|
|
|
351,569
|
|
||||||
Other long-term liabilities
|
|
—
|
|
|
—
|
|
|
2,293
|
|
|
171
|
|
|
—
|
|
|
2,464
|
|
||||||
Intercompany payables
|
|
2,143,927
|
|
|
1,001,219
|
|
|
1,279,833
|
|
|
69,025
|
|
|
(4,494,004
|
)
|
|
—
|
|
||||||
Total Liabilities
|
|
2,156,264
|
|
|
2,641,486
|
|
|
1,633,323
|
|
|
77,274
|
|
|
(4,494,004
|
)
|
|
2,014,343
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Common Stock
|
|
525
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
525
|
|
||||||
Additional paid-in capital
|
|
426,584
|
|
|
1,280,948
|
|
|
1,131,578
|
|
|
74,031
|
|
|
(2,486,557
|
)
|
|
426,584
|
|
||||||
Treasury stock, at cost
|
|
(3,478
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,478
|
)
|
||||||
Accumulated other comprehensive income (loss), net of tax
|
|
(23,412
|
)
|
|
(23,412
|
)
|
|
(23,412
|
)
|
|
(23,412
|
)
|
|
70,236
|
|
|
(23,412
|
)
|
||||||
Retained earnings (accumulated deficit)
|
|
227,405
|
|
|
220,260
|
|
|
190,575
|
|
|
13,664
|
|
|
(424,499
|
)
|
|
227,405
|
|
||||||
Total Stockholders' Equity
|
|
627,624
|
|
|
1,477,796
|
|
|
1,298,741
|
|
|
64,283
|
|
|
(2,840,820
|
)
|
|
627,624
|
|
||||||
Total Liabilities and Stockholders’ Equity
|
|
$
|
2,783,888
|
|
|
$
|
4,119,282
|
|
|
$
|
2,932,064
|
|
|
$
|
141,557
|
|
|
$
|
(7,334,824
|
)
|
|
$
|
2,641,967
|
|
(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)
|
|
$
|
99,907
|
|
|
$
|
90,201
|
|
|
$
|
78,941
|
|
|
$
|
8,564
|
|
|
$
|
(177,706
|
)
|
|
$
|
99,907
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation and amortization
|
|
4,050
|
|
|
594
|
|
|
18,617
|
|
|
415
|
|
|
—
|
|
|
23,676
|
|
||||||
Deferred income taxes
|
|
136
|
|
|
1,272
|
|
|
45,070
|
|
|
(326
|
)
|
|
—
|
|
|
46,152
|
|
||||||
Long term income taxes payable
|
|
—
|
|
|
—
|
|
|
(332
|
)
|
|
—
|
|
|
—
|
|
|
(332
|
)
|
||||||
Amortization of debt origination costs
|
|
—
|
|
|
8,994
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,994
|
|
||||||
Stock-based compensation costs
|
|
9,794
|
|
|
—
|
|
|
—
|
|
|
160
|
|
|
—
|
|
|
9,954
|
|
||||||
Loss on extinguishment of debt
|
|
—
|
|
|
17,970
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,970
|
|
||||||
Premium payment on 2012 Senior Notes
|
|
—
|
|
|
(10,158
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,158
|
)
|
||||||
(Gain) loss on sale or disposal of property and equipment
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(36
|
)
|
|
—
|
|
|
(35
|
)
|
||||||
Equity in income of subsidiaries
|
|
(98,803
|
)
|
|
(70,953
|
)
|
|
(8,564
|
)
|
|
—
|
|
|
178,320
|
|
|
—
|
|
||||||
Changes in operating assets and liabilities, net of effects from acquisitions:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts receivable
|
|
—
|
|
|
2,514
|
|
|
(388
|
)
|
|
(302
|
)
|
|
—
|
|
|
1,824
|
|
||||||
Inventories
|
|
—
|
|
|
(744
|
)
|
|
213
|
|
|
(1,860
|
)
|
|
(614
|
)
|
|
(3,005
|
)
|
||||||
Prepaid expenses and other current assets
|
|
(9,580
|
)
|
|
(116
|
)
|
|
1,977
|
|
|
(202
|
)
|
|
—
|
|
|
(7,921
|
)
|
||||||
Accounts payable
|
|
929
|
|
|
814
|
|
|
(11,284
|
)
|
|
(1,807
|
)
|
|
—
|
|
|
(11,348
|
)
|
||||||
Accrued liabilities
|
|
1,907
|
|
|
(2,749
|
)
|
|
(1,943
|
)
|
|
1,457
|
|
|
—
|
|
|
(1,328
|
)
|
||||||
Net cash provided by operating activities
|
|
8,340
|
|
|
37,639
|
|
|
122,308
|
|
|
6,063
|
|
|
—
|
|
|
174,350
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property and equipment
|
|
(2,460
|
)
|
|
(93
|
)
|
|
(521
|
)
|
|
(494
|
)
|
|
—
|
|
|
(3,568
|
)
|
||||||
Proceeds from the sale of property and equipment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
344
|
|
|
—
|
|
|
344
|
|
||||||
Proceeds from Insight Pharmaceuticals working capital arbitration settlement
|
|
—
|
|
|
—
|
|
|
7,237
|
|
|
—
|
|
|
—
|
|
|
7,237
|
|
||||||
Acquisition of DenTek, less cash acquired
|
|
—
|
|
|
—
|
|
|
(226,984
|
)
|
|
—
|
|
|
—
|
|
|
(226,984
|
)
|
||||||
Intercompany activity, net
|
|
—
|
|
|
(228,343
|
)
|
|
228,343
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net cash (used in) provided by investing activities
|
|
(2,460
|
)
|
|
(228,436
|
)
|
|
8,075
|
|
|
(150
|
)
|
|
—
|
|
|
(222,971
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from issuance of 2016 Senior Notes
|
|
—
|
|
|
350,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
350,000
|
|
||||||
Repayment of 2012 Senior Notes
|
|
—
|
|
|
(250,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(250,000
|
)
|
||||||
Borrowings under Bridge term loans
|
|
—
|
|
|
80,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80,000
|
|
||||||
Repayments under Bridge term loans
|
|
—
|
|
|
(80,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(80,000
|
)
|
||||||
Term loan repayments
|
|
—
|
|
|
(60,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(60,000
|
)
|
||||||
Borrowings under revolving credit agreement
|
|
—
|
|
|
115,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
115,000
|
|
||||||
Repayments under revolving credit agreement
|
|
—
|
|
|
(96,100
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(96,100
|
)
|
||||||
Payments of debt origination costs
|
|
—
|
|
|
(11,828
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,828
|
)
|
||||||
Proceeds from exercise of stock options
|
|
6,689
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,689
|
|
||||||
Proceeds from restricted stock exercises
|
|
544
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
544
|
|
||||||
Excess tax benefits from share-based awards
|
|
1,960
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,960
|
|
||||||
Fair value of shares surrendered as payment of tax withholding
|
|
(2,229
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,229
|
)
|
||||||
Intercompany activity, net
|
|
(19,791
|
)
|
|
143,725
|
|
|
(127,484
|
)
|
|
3,550
|
|
|
—
|
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities
|
|
(12,827
|
)
|
|
190,797
|
|
|
(127,484
|
)
|
|
3,550
|
|
|
—
|
|
|
54,036
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Effects of exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
—
|
|
|
497
|
|
|
—
|
|
|
497
|
|
||||||
Increase (decrease) in cash and cash equivalents
|
|
(6,947
|
)
|
|
—
|
|
|
2,899
|
|
|
9,960
|
|
|
—
|
|
|
5,912
|
|
||||||
Cash and cash equivalents - beginning of year
|
|
11,387
|
|
|
—
|
|
|
—
|
|
|
9,931
|
|
|
—
|
|
|
21,318
|
|
||||||
Cash and cash equivalents - end of year
|
|
$
|
4,440
|
|
|
$
|
—
|
|
|
$
|
2,899
|
|
|
$
|
19,891
|
|
|
$
|
—
|
|
|
$
|
27,230
|
|
(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 (used in) 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 debt origination costs
|
|
—
|
|
|
8,821
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,821
|
|
||||||
Stock-based compensation costs
|
|
6,918
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,918
|
|
||||||
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
|
)
|
||||||
Payments of debt origination 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
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Effect 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 debt origination costs
|
|
—
|
|
|
10,512
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,512
|
|
||||||
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
|
)
|
||||||
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
|
)
|
||||||
Payments of debt origination 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
|
|
(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, 2016
|
Consolidated Balance Sheets at March 31, 2016 and 2015
|
Consolidated Statements of Changes in Stockholders’ Equity and Comprehensive
Income for each of the three years in the period ended March 31, 2016
|
Consolidated Statements of Cash Flows for each of the three years
in the period ended March 31, 2016
|
Notes to Consolidated Financial Statements
|
Schedule II—Valuation and Qualifying Accounts
|
(a)(2)
|
Financial Statement Schedules
|
(b)
|
Exhibits
|
|
PRESTIGE BRANDS HOLDINGS, INC.
|
|
|
|
|
|
|
|
By:
|
/s/ David S. Marberger
|
|
|
Name:
|
David S. Marberger
|
|
|
Title:
|
Chief Financial Officer
|
|
|
Date:
|
May 17, 2016
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ RONALD M. LOMBARDI
|
|
Director, President
and Chief Executive Officer
|
|
May 17, 2016
|
Ronald M. Lombardi
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ DAVID S. MARBERGER
|
|
Chief Financial Officer
|
|
May 17, 2016
|
David S. Marberger
|
|
(Principal Financial Officer and
|
|
|
|
|
Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ JOHN E. BYOM
|
|
Director
|
|
May 17, 2016
|
John E. Byom
|
|
|
|
|
|
|
|
|
|
/s/ GARY E. COSTLEY
|
|
Director
|
|
May 17, 2016
|
Gary E. Costley
|
|
|
|
|
|
|
|
|
|
/s/ SHEILA A. HOPKINS
|
|
Director
|
|
May 17, 2016
|
Sheila A. Hopkins
|
|
|
|
|
|
|
|
|
|
/s/ CARL J. JOHNSON
|
|
Director
|
|
May 17, 2016
|
Carl J. Johnson
|
|
|
|
|
|
|
|
|
|
/s/ JAMES M. JENNESS
|
|
Director
|
|
May 17, 2016
|
James M. Jenness
|
|
|
|
|
(In thousands)
|
Balance at
Beginning of
Year
|
|
Amounts
Charged to
Expense
|
|
Deductions
|
|
Other
|
|
Balance at
End of
Year
|
||||||||||
Year Ended March 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserves for sales returns and allowance
|
$
|
6,716
|
|
|
$
|
41,217
|
|
|
$
|
(40,085
|
)
|
|
$
|
975
|
|
(a)
|
$
|
8,823
|
|
Reserves for trade promotions
|
9,932
|
|
|
62,331
|
|
|
(62,409
|
)
|
|
2,787
|
|
(a)
|
12,641
|
|
|||||
Reserves for consumer coupon redemptions
|
1,672
|
|
|
6,235
|
|
|
(5,637
|
)
|
|
2,053
|
|
(a)
|
4,323
|
|
|||||
Allowance for doubtful accounts
|
1,277
|
|
|
(276
|
)
|
|
(186
|
)
|
|
—
|
|
|
815
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
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
|
|
Exhibit No.
|
|
Description
|
2.1
|
|
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).+†
|
2.2
|
|
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).+†
|
2.3
|
|
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
|
|
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).+
|
4.3
|
|
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).+
|
4.4
|
|
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).+
|
4.5
|
|
Indenture, dated as of February 19, 2016, among Prestige Brands, Inc., as issuer, the Company and certain subsidiaries, as guarantors, and U.S. Bank National Association, as Trustee with respect to 6.375% Senior Notes due 2024 (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on February 19, 2016). +
|
4.6
|
|
First Supplemental Indenture, dated as of April 4, 2016, among DenTek Holdings, Inc. and DenTek Oral Care, Inc., as guaranteeing subsidiaries, Prestige Brands, Inc. and U.S. Bank National Association, as Trustee with respect to the 6.375% Senior Notes due 2024.*
|
4.7
|
|
Form of 6.375% Senior Notes due 2024 (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on February 19, 2016). +
|
10.1
|
|
$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).+
|
10.2
|
|
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).+
|
10.3
|
|
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).+
|
10.4
|
|
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 (filed as Exhibit 10.6 to the Company's Annual Report on Form 10-K filed with the SEC on May 14, 2015).+
|
10.5
|
|
Term Loan Security Agreement, dated as of January 31, 2012, among Prestige Brands Inc., the Company and certain subsidiaries of the Company as guarantors, Citibank N.A. and U.S. Bank National Association, as Trustee (filed as Exhibit 10.4 to the Company's Annual Report on Form 10-K filed with the SEC on May 18, 2012).+
|
10.6
|
|
$50,000,000 ABL Credit Agreement, dated as of January 31, 2012, Among Prestige Brands, Inc., the Company, certain subsidiaries of the Company as guarantors, Citibank, N.A., Citigroup Global Markets Inc., Morgan Stanley Senior Funding, Inc. and RBC Capital Markets filed (filed as Exhibit 10.5 to the Company's Annual Report on Form 10-K filed with the SEC on May 18, 2012.).+
|
10.7
|
|
Incremental Amendment, dated as of September 12, 2012, to the ABL Credit Agreement dated as of January 31, 2012 (filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed with the SEC on November 7, 2012).+
|
10.8
|
|
Amendment, dated as of June 11, 2013, to the ABL Credit Agreement dated as of January 31, 2012 (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 1, 2013).+
|
10.9
|
|
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). +
|
10.10
|
|
Amendment No. 4, dated as of June 9, 2015, to the ABL Credit Agreement (as amended by that certain Incremental Amendment, dated as of September 12, 2012, and that certain Incremental Amendment, dated as of June 11, 2013, and that certain Incremental Amendment dated as of September 3, 2014), dated as of January 31, 2012, among Prestige Brands Holdings, Inc., Prestige Brands, Inc., the other Guarantors from time to time party thereto, the lenders from time to time party thereto and Citibank, N.A. as administrative agent, L/C issuer and swing line lender (filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2015).+
|
10.11
|
|
Amendment No. 5 , dated as of February 4, 2016, to the ABL Credit Agreement, originally dated as of January 31, 2012, among the Company, 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 February 4, 2016). +
|
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 April 22, 2015, by and between Prestige Brands Holdings, Inc. and Ronald M. Lombardi (filed as Exhibit 10.23 to the Company's Annual Report on Form 10-K filed with the SEC on May 14, 2015)+@
|
10.16
|
|
Executive Employment Agreement, dated as of October 28, 2015, by and between Prestige Brands Holdings, Inc. and David Marberger (filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on November 5, 2015)+@
|
10.17
|
|
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).+@
|
10.18
|
|
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).+@
|
10.19
|
|
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).+@
|
10.20
|
|
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). +@
|
10.21
|
|
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).+@
|
10.22
|
|
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 Employment Agreement, dated as of April 1, 2016, between Prestige Brands Holdings, Inc. and Chris Heye. *@
|
10.24
|
|
Executive Retirement Agreement, dated as of April 22, 2015, by and between Prestige Brands Holdings, Inc. and Matthew M. Mannelly (filed as Exhibit 10.23 to the Company's Annual Report on Form 10-K filed with the SEC on May 14, 2015)+@
|
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. ("MedTech") and GlaxoSmithKline Consumer Healthcare L.P. ("GSK") (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
|
|
Amendment No. 1 to Transitional Manufacturing and Supply Agreement, dated as of June 25, 2013 between GSK and Medtech.*
|
10.35
|
|
Amendment No. 2 to Transitional Manufacturing and Supply Agreement, dated as of November 6, 2015, between GSK and Medtech. *
|
10.36
|
|
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).+
|
10.37
|
|
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/ David S. Marberger
Name: David S. Marberger Title: Vice President and Treasurer |
By:
|
/s/ David S. Marberger
Name: David S. Marberger Title: Vice President and Treasurer |
By:
|
/s/ Raymond S. Haverstock
Name: Raymond S. Haverstock Title: Vice President |
1.
|
Employment
. Prestige Brands Holdings, Inc. (“Employer”) agrees to employ Chris Heye (“Executive”) and Executive accepts such employment for the period beginning as of April 1, 2016 and ending upon his termination pursuant to Section 1(c) hereof (the “Employment Period”), subject only to the approval of the Prestige Brands Holdings, Inc. Board of Directors (the “Board”).
|
(i)
|
The parties shall first use their reasonable 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 in New York County or Westchester County, New York
|
(iii)
|
The parties recognize that this Section 4(i) 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 arbitration 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 Rules of Civil Procedure.
|
(b)
|
The provisions of this Section 4(i) shall not apply to any action by the Employer seeking to enforce its rights arising out of or related to the provisions of Sections 2 and 3 of this Agreement.
|
(c)
|
This Section 4(i) is intended by the Employer and the Executive to be enforceable under the Federal Arbitration Act (“FAA”). Should it be determined by any court that the FAA does not apply, then this Section 4(i) shall be enforceable under the applicable arbitration statutes of the State of Delaware.
|
(i)
|
the Executive continues to provide services as an employee of the Employer at an annual rate that is twenty percent (20%) or more of the services rendered, on average, during the immediately preceding three full calendar years of employment (or, if employed less than three years, such lesser period) and the annual remuneration for such services is twenty percent (20%) or more of the average annual remuneration earned during the final three full calendar years of employment (or, if less, such lesser period), or
|
(ii)
|
the Executive continues to provide services to the Employer in a capacity other than as an employee of the Employer at an annual rate that is fifty percent (50%) or more of the services rendered, on average, during the immediately preceding three full calendar years of employment (or if employed less than three years, such lesser period) and the annual remuneration for such services is fifty percent (50%) or more of the average annual remuneration earned during the final three full calendar years of employment (or if less, such lesser period).
|
(i)
|
a material diminution in the Executive’s base salary as in effect on the date hereof or as the same may be increased from time to time;
|
(ii)
|
a material diminution in the Executive’s authority, duties, or responsibilities;
|
(iii)
|
the relocation of the Employer’s headquarters outside a thirty-mile radius of Tarrytown, New York or the Employer’s requiring the Executive to be based at any place other than a location within a thirty-mile radius of Tarrytown, New York, except for reasonably required travel on the Employer’s business; or
|
(iv)
|
any other action or inaction that constitutes a material breach by the Employer of this Agreement.
|
1.
|
The definition of "End Date" is hereby deleted in its entirety and replaced as follows:
|
(i)
|
In respect of the Products supplied from the Memphis Manufacturing Site, the date four (4) years after the Effective Date: and
|
2.
|
A new Section 5.3 shall be added as follows and the remaining sections renumbered accordingly:
|
3.
|
Schedule I is hereby deleted in it entirety and replaced with the new Schedule 1
attached hereto as Exhibit A.
|
4.
|
This Amendment may b
e
executed in one or more counterparts
,
each o
f
which shall be deemed an original, and all of which shall constitute one and the same instrument.
|
5.
|
Except as provided herein
,
all other terms
,
conditions and provision
s
o
f
the Agreement shall remain in full force and effect.
|
6.
|
This Amendment and the
A
greement, including all documents r
e
ferred to herein and attached hereto, constitut
e
s the entire agreement of the parties on the subject matter hereof and supersedes all prior representations, understandings and agreements between the parties with respect to such subject matter. The documents referred to herein and attached hereto shall be read together with this Amendment and the Agreement to determine the parties' intent. In the event of a conflict between or among such docum
e
nts, the documents shall govern in this order: (1) this Amendment, (2) the Agreement, (3) the applicable Statement of Work, if any, and (4) a Ch
a
nge Order, if any
,
related to the applicable Statement of Work, if any.
|
Medtech Products Inc.
|
GlaxoSmithKline Consumer
|
“End Date”
|
means:
|
(i)
|
in respect of Products supplied from the Memphis Manufacturing Site, the date of 31 January 2019; and
|
(ii)
|
in respect of Products supplied from the Mississauga Manufacturing Site, the date of 31 January 2019, subject to
|
Manufacturing Site”
|
means the manufacturing site located at 7333 Mississauga Rd, Mississauga, ON L5N 6L4, Canada.
|
“Manufacturing Sites”
|
means, together, the Memphis Manufacturing Site and the Mississauga Manufacturing Site or any alternative manufacturing site to which the Manufacture of any Products has been moved pursuant to Clause 6.2.
|
“10.7
|
Within ninety (90) days of the Amendment Effective Date, the practice of shipping under quarantine will cease and thereafter all Products will be released by Supplier prior to shipment unless otherwise specifically requested in writing by Prestige.”
|
20.1
|
Supplier and Prestige will use all commercially reasonable efforts to initiate and implement cost savings projects. Approval of these cost savings projects will not be unreasonably withheld by Prestige or Supplier. Any cost savings achieved through the Parties’ continuous improvement will be shared equally (50:50) by the Parties.
|
20.2
|
The Parties will work together to identify risks within the supply chains for the Products, and the Parties will use all commercially reasonable efforts to mitigate any identified risks.
|
20.3
|
Subject to Clause 7.6, Supplier shall deliver the Products as ordered by Prestige with respect to a particular production Line at the Manufacturing Sites (“
Line
”) (a) on time not less than ninety-five percent (95%) of the time, measured by not more than three (3) days before or after (+/- 3) the Delivery due date (“
On-Time Delivery
”) in the applicable purchase order, and (b) in complete quantities plus or minus ten percent (+/-10%) (“
Required Quantities
”), in each case, measured cumulatively on a calendar quarter basis. If in a given calendar quarter, Supplier does not meet such On-Time Delivery and/or Required Quantities targets, Supplier shall have the next calendar quarter to remedy such failure (“
Remedy Quarter
”). Products Manufactured on each Line are identified on Schedule 2 attached hereto. If Supplier does not remedy an On-Time Delivery and/or Required Quantities failure in the applicable Remedy Quarter, Prestige will be entitled to discount of one percent (1%) for all Products that are Manufactured on the applicable Line in the Remedy Quarter. Notwithstanding the foregoing in this Clause 20.3, if Prestige requests a change to the date for Delivery or Product quantity of any SKU specified in an existing Firm Order (the “
Ordered SKU
”) without requesting, in the same change order, an equivalent off-setting Delivery date or Product quantity change (as applicable), the On-Time Delivery and Required Quantities targets in this Clause 20.3 as to the Ordered SKU shall automatically be suspended for four (4) weeks, but only to the extent that such offset has not been requested.”
|
“24.5
|
Prestige shall have the right to terminate the Agreement with respect to, but only with respect to, the Products manufactured at the Mississauga Manufacturing Site, by providing Supplier no less than three (3) months’ prior written notice.”
|
“25.7
|
Subject to Clause 25.8 through Clause 25.14, upon expiration or termination of this Agreement (but not earlier during the Term), Prestige may notify Supplier in writing if Prestige wishes to purchase the Designated Equipment (“
Buy Notification
”). The Buy Notification must include the information set forth in Clause 25.8(A) below. Supplier may sell the Designated Equipment to Prestige,
|
25.8
|
In the event Prestige provides the Supplier with the Buy Notification and Supplier provides Prestige with a Seller Notification (pursuant to Clause 25.7 above) the following process shall apply:
|
(A)
|
As part of such Buy Notification, Prestige shall provide confirmation of:
|
(i)
|
the proposed Purchase Date (being the date of expiry of this Agreement (subject to sub-Clause (G) below)) of the Designated Equipment and (provided that such date is the same as or later than the Purchase Date) the proposed date of transfer of the Designated Equipment from the Memphis Manufacturing Site to a different site, as nominated by Prestige; and
|
(ii)
|
whether it wishes to inspect the Designated Equipment (the “
First Notification
”).
|
(B)
|
if Supplier provides Prestige a Seller Notification, then within ten (10) Business Days of such Seller Notification the Supplier shall confirm in writing to Prestige (or its nominated Affiliate) the then current Net Book Value of the Designated Equipment and the anticipated Net Book Value of the Designated Equipment on the proposed Purchase Date pursuant to sub-Clause 25.8(A)(i) above. In the event of any dispute with regard to such Net Book Value Prestige (or its nominated Affiliate) shall be entitled to request and the Supplier will procure written confirmation of the Net Book Value and any related calculation by the Supplier's independent auditors, together with documentation satisfactorily supporting such Net Book Value calculation;
|
(C)
|
if Supplier provides Prestige a Seller Notification and should Prestige wish to inspect the Designated Equipment, Prestige (or its nominated Affiliate) shall have the right to fully inspect the Designated Equipment at the Memphis Manufacturing Site where the Designated Equipment is located within Working Hours on such a date within twenty (20) Business Days of the Seller Notification as shall be agreed by the Parties and the Supplier shall fully cooperate in facilitating such inspection, including granting access to the Designated Equipment and relevant information with regard to the condition and performance of the Designated Equipment;
|
(D)
|
if Supplier provides Prestige a Seller Notification, then within fifteen (15) Business Days of the Seller Notification (or if later within fifteen (15) Business Days of Prestige (or its nominated Affiliate) completing its inspection pursuant to sub-Clause 25.8(C)), Prestige (or its nominated Affiliate) shall confirm to the Supplier in writing whether it wishes to proceed with the purchase of the Designated Equipment (the "
Second Notification
");
|
(E)
|
within fifteen (15) Business Days of the Second Notification Prestige (or its nominated Affiliate) and the Supplier shall cooperate in good faith to prepare and execute appropriate transfer documentation and invoices as required and customary in the relevant jurisdiction of the Memphis Manufacturing Site where the Designated Equipment is located to give effect to the purchase and transfer of the Designated Equipment to Prestige (or its nominated Affiliate). Such documentation shall, among other things, provide that:
|
(i)
|
Prestige shall be responsible for arranging and paying for the cost of decommissioning, disassembling, removing and transporting the Designated Equipment from the Memphis Manufacturing Site:
|
(ii)
|
For the avoidance of doubt, the price of the Designated Equipment shall be equal to the Net Book Value of the Designated Equipment at the Purchase Date; and
|
(iii)
|
Payment for the Designated Equipment shall take place upon the Purchase Date of the Designated Equipment.
|
(F)
|
The Parties shall use commercially reasonable endeavours to agree upon a date and plan for the physical transfer the Designated Equipment (allowing for, amongst other things, decommissioning, disassembly, removal and transportation) from the Memphis Manufacturing Site to a site nominated by Prestige within a prompt and reasonable timescale after the Purchase Date.
|
(G)
|
In the event this Agreement terminates prior to its date of expiry, for any reason, after Prestige has provided a Second Notification confirming that it wishes to proceed with the purchase of the Designated Equipment, the Purchase Date shall be deemed to be the date of termination (or such other date as soon as reasonably practicable thereafter as the Parties shall agree in writing (acting reasonably)) and the provisions in sub-Clauses 25.8(E) and 25.8(F).
|
Clause 25.9
|
INTENIONALLY OMITTED.
|
Clause 25.10
|
INTENIONALLY OMITTED.
|
Clause 25.11
|
INTENTIONALLY OMITTED.
|
Clause 25.12
|
INTENTIONALLY OMITTED.
|
Clause 25.13
|
Effective as of the Purchase Date and subject to payment by Prestige to Supplier of the Net Book Value of the Designated Equipment at the Purchase Date, the Supplier shall transfer to Prestige all right, title and interest in and to any and all of the Intellectual Property owned by the
|
Clause 25.14
|
If any piece of Designated Equipment, on inspection by Prestige (or its nominated Affiliate) pursuant to sub-Clause 25.8(C), is found by Prestige (acting reasonably) to not be in reasonable working condition such that it is materially defective
("Defective Designated Equipment"),
Prestige (or its nominated Affiliate) may, by giving notice to the Supplier as part of the Second Notification, exclude such Defective Designated Equipment from the Designated Equipment to be transferred pursuant to Clause 25.8 and upon execution of this right, reference to Designated Equipment in this Agreement shall thereafter be construed accordingly. The Net Book Value of any Defective Designated Equipment (calculated on the basis provided for in sub-Clause 25.8(B)) shall be deducted from the purchase price for the Designated Equipment. Notwithstanding the foregoing, if Prestige (or its nominated Affiliate) finds (acting reasonably) that the significance of the Defective Designated Equipment to the operation of the Designated Equipment is so material that in the absence of the Defective Designated Equipment, the Designated Equipment is not useful to Prestige and/or that the cost of replacing the Defective Designated Equipment makes the purchase of the Designated Equipment uneconomic, Prestige may notify Supplier in writing that Prestige is revoking its Buy Notification and Prestige’s right to purchase the Designated Equipment pursuant to Clauses 25.8 through 25.15 shall lapse and be of no further force and effect.
|
(A)
|
In the event that Prestige provides Supplier a Buy Notification pursuant to Clause 25.7, but Supplier does not want to sell the Designated Equipment and, therefore, does not provide Prestige with a Seller Notification as set forth in Clause 25.7, Prestige shall have a right of first refusal to purchase the Designated Equipment if Supplier shall within five (5) years from the termination or expiration date of this Agreement determine that it wishes to sell the Designated Equipment to a third party. If Supplier makes such a determination, Supplier shall notify Prestige in writing of Supplier’s wish to sell the Designated Equipment to a third party and the terms of such proposed sale (“
Third Party Sale
”) and Supplier shall offer Prestige the right to purchase the Designated Equipment on terms in the aggregate no less favorable than those being offered to such third party. Within ten (10) days of a written notice of the Third Party Sale, Prestige shall notify Supplier in writing whether or not Prestige wishes to purchase such Designated Equipment on such Third Party Sale terms. In the event that
|
(B)
|
If Prestige notifies Supplier in writing within the ten (10) day period set forth in Clause 25.15(A) that Prestige wishes to purchase the Designated Equipment pursuant to its right of first refusal on the same terms as the Third Party Sale, Prestige shall have the inspection rights provided for in Clause 25.8(C) (but such inspection to take place within ten (10) days of the date of Prestige’s written notice of its wish to purchase the Designated Equipment), and the processes in Clause 25.8(D), Clause 25.8(E) (except Clause 25.8(E)(ii)), and Clause 25.8 shall apply.”
|
Name___________________________
|
Jurisdiction of Incorporated/Organization
|
Blacksmith Brands, Inc.
|
Delaware
|
Care Acquisition Company Pty Limited
|
Australia
|
Care Pharmaceuticals Pty Limited
|
Australia
|
Cellegy Australia Pty
|
Australia
|
Clear Eyes Pharma Limited
|
England and Wales
|
DenTek Holdings, Inc.
|
Delaware
|
DenTek Oral Care, Inc.
|
Tennessee
|
DenTek Oral Care Limited
|
England and Wales
|
Insight Pharmaceuticals Corporation
|
Delaware
|
Insight Pharmaceuticals LLC
|
Delaware
|
Medtech Holdings, Inc.
|
Delaware
|
Medtech Products Inc.
|
Delaware
|
PBH Australia Holdings Company Pty Limited
|
Australia
|
Practical Health Products, Inc.
|
Delaware
|
Prestige Brands Holdings, Inc.
|
Virginia
|
Prestige Brands, Inc.
|
Delaware
|
Prestige Brands International, Inc.
|
Virginia
|
Prestige Brands (UK) Limited
|
England and Wales
|
Prestige Services Corp.
|
Delaware
|
The Cutex Company
|
Delaware
|
The Spic and Span Company
|
Delaware
|
Wartner USA B.V.
|
Netherlands
|
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):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: May 17, 2016
|
/s/ Ronald M. Lombardi
|
|
Ronald M. Lombardi
|
|
Chief Executive Officer
|
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.
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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)
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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.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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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 17, 2016
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/s/ David S. Marberger
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David S. Marberger
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Chief Financial Officer
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/s/
Ronald M. Lombardi
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Name: Ronald M. Lombardi
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Title:
Chief Executive Officer
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Date: May 17, 2016
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/s/
David S. Marberger
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Name: David S. Marberger
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Title:
Chief Financial Officer
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Date: May 17, 2016
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