Condensed Consolidating Financial Statements

As described in Note 10, we, together with certain of our wholly-owned subsidiaries, have fully and unconditionally guaranteed, on a joint and several basis, the obligations of Prestige Brands, Inc. (a wholly-owned subsidiary of the Company) set forth in the Senior Notes Indenture, including, without limitation, the obligation to pay principal and interest with respect to the 2010 Senior Notes. The wholly-owned subsidiaries of the Company that have guaranteed the 2010 Senior Notes are as follows: Prestige Personal Care Holdings, Inc., Prestige Personal Care, Inc., Prestige Services Corp., Prestige Brands Holdings, Inc. (a Virginia corporation), Prestige Brands International, Inc., Medtech Holdings, Inc., Medtech Products Inc., The Cutex Company, The Denorex Company, The Spic and Span Company, and Blacksmith Brands, Inc. (collectively, the "Subsidiary Guarantors"). A significant portion of our operating income and cash flow is generated by our subsidiaries. As a result, funds necessary to meet Prestige Brands, Inc.'s debt service obligations are provided in part by distributions or advances from our subsidiaries. Under certain circumstances, contractual and legal restrictions, as well as the financial condition and operating requirements of our subsidiaries, could limit Prestige Brands, Inc.'s ability to obtain cash from our subsidiaries for the purpose of meeting our debt service obligations, including the payment of principal and interest on the 2010 Senior Notes. Although holders of the 2010 Senior Notes will be direct creditors of the guarantors of the 2010 Senior Notes by virtue of the guarantees, we have indirect subsidiaries located primarily in the United Kingdom and in the Netherlands (collectively, the "Non-Guarantor Subsidiaries") that have not guaranteed the 2010 Senior Notes, and such subsidiaries will not be obligated with respect to the 2010 Senior Notes. As a result, the claims of creditors of the Non-Guarantor Subsidiaries will effectively have priority with respect to the assets and earnings of such companies over the claims of the holders of the 2010 Senior Notes.

Presented below are supplemental Condensed Consolidating Balance Sheets as of December 31, 2011 and March 31, 2011, Condensed Consolidating Statements of Operations for the three and nine months ended December 31, 2011 and 2010, and Condensed Consolidating Statements of Cash Flows for the nine months ended December 31, 2011 and 2010. Such consolidating information includes separate columns for:

a) Prestige Brands Holdings, Inc., the parent,

b) Prestige Brands, Inc., the issuer,

c) Combined Subsidiary Guarantors,

d) Combined Non-Guarantor Subsidiaries, and

e) Elimination entries necessary to consolidate the Company and all of its subsidiaries.

The Condensed Consolidating Financial Statements are presented using the equity method of accounting for investments in wholly-owned subsidiaries. Under the equity method, the investments in subsidiaries are recorded at cost and adjusted for our share of the subsidiaries' cumulative results of operations, capital contributions, distributions and other equity changes. The elimination entries principally eliminate investments in subsidiaries and intercompany balances and transactions. The financial information in this note should be read in conjunction with the Consolidated Financial Statements presented and other notes related thereto contained in this Quarterly Report on Form 10-Q for the quarter ended December 31, 2011.

Condensed Consolidating Statement of Operations

Three Months Ended December 31, 2011



(In thousands)	Prestige Brands Holdings, Inc.			Prestige Brands, Inc., the issuer			Combined Subsidiary Guarantors			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenues
Net sales	$	—		$	83,572		$	21,088		$	1,139		$	—		$	105,799
Other revenues	—			196			255			284			(284		)	451
Total revenues	—			83,768			21,343			1,423			(284		)	106,250

Cost of Sales
Cost of sales (exclusive of depreciation shown below)	—			35,138			15,799			475			(284		)	51,128
Gross profit	—			48,630			5,544			948			—			55,122

Advertising and promotion	—			13,547			1,103			624			—			15,274
General and administrative	1,206			9,610			2,450			389			—			13,655
Depreciation and amortization	134			1,954			458			17			—			2,563
Total operating expenses	1,340			25,111			4,011			1,030			—			31,492

Operating income (loss)	(1,340		)	23,519			1,533			(82		)	—			23,630

Other (income) expense
Interest income	(11,790		)	(2,267		)	—			(60		)	14,116			(1		)
Interest expense	—			19,384			2,849			—			(14,116		)	8,117
Equity in income of subsidiaries	(3,125		)	—			—			—			3,125			—
Total other (income) expense	(14,915		)	17,117			2,849			(60		)	3,125			8,116

Income (loss) before income taxes	13,575			6,402			(1,316		)	(22		)	(3,125		)	15,514

Provision (benefit) for income taxes	4,065			2,430			(509		)	18			—			6,004
Net income (loss)	$	9,510		$	3,972		$	(807	)	$	(40	)	$	(3,125	)	$	9,510

Condensed Consolidating Statement of Operations

Three Months Ended December 31, 2010



(In thousands)	Prestige Brands Holdings, Inc.			Prestige Brands, Inc., the issuer			Combined Subsidiary Guarantors			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenues
Net sales	$	—		$	66,089		$	22,790		$	1,198		$	—		$	90,077
Other revenues	—			173			358			336			(336		)	531
Total revenues	—			66,262			23,148			1,534			(336		)	90,608

Cost of Sales
Cost of sales (exclusive of depreciation shown below)	—			30,662			15,769			501			(336		)	46,596
Gross profit	—			35,600			7,379			1,033			—			44,012

Advertising and promotion	3			11,232			1,206			608			—			13,049
General and administrative	(74		)	12,445			2,797			258			—			15,426
Depreciation and amortization	111			1,921			463			18			—			2,513
Total operating expenses	40			25,598			4,466			884			—			30,988

Operating income (loss)	(40		)	10,002			2,913			149			—			13,024

Other (income) expense
Interest income	(13,073		)	(2,258		)	—			(85		)	15,416			—
Interest expense	—			19,534			3,556			—			(15,416		)	7,674
Equity in income of subsidiaries	4,698			—			—			—			(4,698		)	—
Total other (income) expense	(8,375		)	17,276			3,556			(85		)	(4,698		)	7,674

Income (loss) from continuing operations before income taxes	8,335			(7,274		)	(643		)	234			4,698			5,350

Provision (benefit) for income taxes	6,157			(2,797		)	(245		)	89			—			3,204
Income (loss) from continuing operations	2,178			(4,477		)	(398		)	145			4,698			2,146

Discontinued operations
Income from discontinued operations, net of income tax	—			17			15			—			—			32
Loss on sale of discontinued operations, net of income tax	—			—			—			—			—			—
Net income (loss)	$	2,178		$	(4,460	)	$	(383	)	$	145		$	4,698		$	2,178

Condensed Consolidating Statement of Operations

Nine Months Ended December 31, 2011



(In thousands)	Prestige Brands Holdings, Inc.			Prestige Brands, Inc., the issuer			Combined Subsidiary Guarantors			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenues
Net sales	$	—		$	231,662		$	69,964		$	3,052		$	—		$	304,678
Other revenues	—			552			1,859			1,284			(1,284		)	2,411
Total revenues	—			232,214			71,823			4,336			(1,284		)	307,089

Cost of Sales
Cost of sales (exclusive of depreciation shown below)	—			97,227			50,995			1,255			(1,284		)	148,193
Gross profit	—			134,987			20,828			3,081			—			158,896

Advertising and promotion	—			33,643			3,834			1,103			—			38,580
General and administrative	627			22,882			7,891			966			—			32,366
Depreciation and amortization	412			5,843			1,375			53			—			7,683
Total operating expenses	1,039			62,368			13,100			2,122			—			78,629

Operating income (loss)	(1,039		)	72,619			7,728			959			—			80,267

Other (income) expense
Interest income	(36,663		)	(6,795		)	—			(173		)	43,627			(4		)
Interest expense	—			58,713			9,891			—			(43,627		)	24,977
Gain on settlement	(5,063		)	—			—			—			—			(5,063		)
Equity in income of subsidiaries	(12,119		)	—			—			—			12,119			—
Total other (income) expense	(53,845		)	51,918			9,891			(173		)	12,119			19,910

Income (loss) before income taxes	52,806			20,701			(2,163		)	1,132			(12,119		)	60,357

Provision (benefit) for income taxes	15,579			8,000			(837		)	388			—			23,130
Net income (loss)	$	37,227		$	12,701		$	(1,326	)	$	744		$	(12,119	)	$	37,227

Condensed Consolidating Statement of Operations

Nine Months Ended December 31, 2010



(In thousands)	Prestige Brands Holdings, Inc.			Prestige Brands, Inc., the issuer			Combined Subsidiary Guarantors		Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenues
Net sales	$	—		$	159,772		$	75,434	$	2,880		$	—		$	238,086
Other revenues	—			369			1,692		1,327			(1,327		)	2,061
Total revenues	—			160,141			77,126		4,207			(1,327		)	240,147

Cost of Sales
Cost of sales (exclusive of depreciation shown below)	—			64,680			51,097		1,124			(1,327		)	115,574
Gross profit	—			95,461			26,029		3,083			—			124,573

Advertising and promotion	2			22,864			4,858		1,051			—			28,775
General and administrative	(225		)	22,651			8,196		319			—			30,941
Depreciation and amortization	338			5,559			1,388		51			—			7,336
Total operating expenses	115			51,074			14,442		1,421			—			67,052

Operating income (loss)	(115		)	44,387			11,587		1,662			—			57,521

Other (income) expense
Interest income	(39,142		)	(6,884		)	—		(132		)	46,158			—
Interest expense	—			54,021			10,645		—			(46,158		)	18,508
Loss on extinguishment of debt	—			300			—		—			—			300
Equity in income of subsidiaries	110			—			—		—			(110		)	—
Total other (income) expense	(39,032		)	47,437			10,645		(132		)	(110		)	18,808

Income (loss) from continuing operations before income taxes	38,917			(3,050		)	942		1,794			110			38,713

Provision (benefit) for income taxes	16,111			(993		)	361		469			—			15,948
Income (loss) from continuing operations	22,806			(2,057		)	581		1,325			110			22,765

Discontinued operations
Income from discontinued operations, net of income tax	—			578			13		—			—			591
Loss on sale of discontinued operations, net of income tax	—			(550		)	—		—			—			(550		)
Net income (loss)	$	22,806		$	(2,029	)	$	594	$	1,325		$	110		$	22,806

Condensed Consolidating Balance Sheet

December 31, 2011



(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	$	3,545		$	—		$	—		$	894		$	—		$	4,439
Accounts receivable, net	37			41,166			8,111			849			—			50,163
Inventories	—			33,975			8,973			631			—			43,579
Deferred income tax assets	220			4,731			589			—			—			5,540
Prepaid expenses and other current assets	1,285			872			5			—			—			2,162
Total current assets	5,087			80,744			17,678			2,374			—			105,883

Property and equipment, net	860			268			106			4			—			1,238
Goodwill	—			146,306			7,390			—			—			153,696
Intangible assets, net	—			628,938			149,912			392			—			779,242
Other long-term assets	(1		)	5,789			—			—			—			5,788
Intercompany receivable	1,020,576			937,176			105,748			6,972			(2,070,472		)	—
Investment in subsidiary	456,119			—			—			—			(456,119		)	—
Total Assets	$	1,482,641		$	1,799,221		$	280,834		$	9,742		$	(2,526,591	)	$	1,045,847

Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	1,890		$	13,914		$	7,437		$	736		$	—		$	23,977
Accrued interest payable	—			5,181			—			—			—			5,181
Other accrued liabilities	4,446			29,101			1,568			824			(12,034		)	23,905
Total current liabilities	6,336			48,196			9,005			1,560			(12,034		)	53,063

Long-term debt
Principal amount	—			434,000			—			—			—			434,000
Less unamortized discount	—			(4,368		)	—			—			—			(4,368		)
Long-term debt, net of unamortized discount	—			429,632			—			—			—			429,632

Deferred income tax liabilities	(4,235		)	138,842			26,812			83			—			161,502

Intercompany payable	916,629			968,697			172,479			632			(2,058,437		)	—
Intercompany equity in subsidiaries	162,261			—			—			—			(162,261		)	—

Total Liabilities	1,080,991			1,585,367			208,296			2,275			(2,232,732		)	644,197

Stockholders' Equity
Common stock	504			—			—			—			—			504
Additional paid-in capital	390,863			337,458			118,638			24			(456,120		)	390,863
Treasury stock, at cost - 181 shares	(687		)	—			—			—			—			(687		)
Accumulated other comprehensive loss, net of tax	(70		)	—			—			(70		)	70			(70		)
Retained earnings (accumulated deficit)	11,040			(129,331		)	(46,100		)	13,240			162,191			11,040
Intercompany dividends	—			5,727			—			(5,727		)	—			—
Total Stockholders' Equity	401,650			213,854			72,538			7,467			(293,859		)	401,650

Total Liabilities and Stockholders' Equity	$	1,482,641		$	1,799,221		$	280,834		$	9,742		$	(2,526,591	)	$	1,045,847

Condensed Consolidating Balance Sheet

March 31, 2011



(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	$	12,698		$	—		$	—		$	636		$	—		$	13,334
Accounts receivable, net	13			34,835			8,842			703			—			44,393
Inventories	—			31,023			8,050			678			—			39,751
Deferred income tax assets	646			4,168			477			1			—			5,292
Prepaid expenses and other current assets	4,505			156			150			1			—			4,812
Total current assets	17,862			70,182			17,519			2,019			—			107,582

Property and equipment, net	1,131			127			173			13			—			1,444
Goodwill	—			147,506			7,390			—			—			154,896
Intangible assets, net	—			634,704			151,220			437			—			786,361
Other long-term assets	—			6,635			—			—			—			6,635
Intercompany receivable	1,007,260			954,317			92,251			4,558			(2,058,386		)	—
Investment in subsidiary	456,119			—			—			—			(456,119		)	—
Total Assets	$	1,482,372		$	1,813,471		$	268,553		$	7,027		$	(2,514,505	)	$	1,056,918

Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	1,920		$	14,656		$	4,627		$	412		$	—		$	21,615
Accrued interest payable	—			10,313			—			—			—			10,313
Other accrued liabilities	15,555			15,134			(7,382		)	(1,027		)	—			22,280
Total current liabilities	17,475			40,103			(2,755		)	(615		)	—			54,208

Long-term debt
Principal amount	—			492,000			—			—			—			492,000
Less unamortized discount	—			(5,055		)	—			—			—			(5,055		)
Long-term debt, net of unamortized discount	—			486,945			—			—			—			486,945

Deferred income tax liabilities	(2,846		)	132,549			24,135			95			—			153,933

Intercompany payable	931,601			952,721			173,310			754			(2,058,386		)	—
Intercompany equity in subsidiaries	174,310			—			—			—			(174,310		)	—

Total Liabilities	1,120,540			1,612,318			194,690			234			(2,232,696		)	695,086

Stockholders' Equity
Common stock	503			—			—			—			—			503
Additional paid-in capital	387,932			337,458			118,637			24			(456,119		)	387,932
Treasury stock, at cost - 160 shares	(416		)	—			—			—			—			(416		)
(Accumulated deficit) retained earnings	(26,187		)	(142,032		)	(44,774		)	12,496			174,310			(26,187		)
Intercompany dividends	—			5,727			—			(5,727		)	—			—
Total Stockholders' Equity	361,832			201,153			73,863			6,793			(281,809		)	361,832

Total Liabilities and Stockholders' Equity	$	1,482,372		$	1,813,471		$	268,553		$	7,027		$	(2,514,505	)	$	1,056,918

Condensed Consolidating Statement of Cash Flows

Nine Months Ended December 31, 2011



(In thousands)	Prestige Brands Holdings, Inc.			Prestige Brands, Inc., the issuer				Combined Subsidiary Guarantors				Combined Non- Guarantor Subsidiaries				Eliminations				Consolidated
Operating Activities
Net income (loss)	$	37,227		$	12,701			$	(1,326	)		$	744			$	(12,119	)		$	37,227
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	412			5,843				1,375				53				—				7,683
Deferred income taxes	(963		)	5,718				2,565				1				—				7,321
Amortization of deferred financing costs	—			847				—				—				—				847
Stock-based compensation costs	2,360			—				—				—				—				2,360
Amortization of debt discount	—			687				—				—				—				687
Changes in operating assets and liabilities
Accounts receivable	(23		)	(6,331		)		731				(193		)		—				(5,816		)
Inventories	—			(2,951		)		(924		)		25				—				(3,850		)
Prepaid expenses and other current assets	3,218			(715		)		145				2				—				2,650
Accounts payable	(29		)	(748		)		2,810				359				—				2,392
Accrued liabilities	(14,662		)	14,860				(3,084		)		(622		)		—				(3,508		)
Intercompany activity, net	26,866			(34,020		)		(2,292		)		(200		)		9,646				—
Net cash provided by (used in) operating activities	54,406			(4,109		)		—				169				(2,473		)		47,993

Investing Activities
Purchases of equipment	(140		)	(218		)		—				—				—				(358		)
Proceeds from escrow of Blacksmith acquisition	—			1,200				—				—				—				1,200
Intercompany activity, net	1,200			(1,200		)		—				—				—				—
Net cash provided by (used in) investing activities	1,060			(218		)	—	—			—	—			—	—			—	842

Financing Activities
Repayment of long-term debt	—			(58,000		)		—				—				—				(58,000		)
Proceeds from exercise of stock options	572			—				—				—				—				572
Shares surrendered as payment of tax withholding	(271		)	—				—				—				—				(271		)
Intercompany activity, net	(64,920		)	62,327				—				120				2,473				—
Net cash (used in) provided by financing activities	(64,619		)	4,327				—				120				2,473				(57,699		)

Effect of exchange rate changes on cash and cash equivalents	—			—				—				(31		)		—				(31		)
(Decrease) increase in cash	(9,153		)	—				—				258				—				(8,895		)
Cash - beginning of period	12,698			—				—				636				—				13,334

Cash - end of period	$	3,545		$	—			$	—			$	894			$	—			$	4,439

Condensed Consolidating Statement of Cash Flows

Nine Months Ended December 31, 2010



(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)	$	22,806		$	(2,029	)	$	594		$	1,325		$	110		$	22,806
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	338			5,789			1,388			50			—			7,565
Loss on sale of discontinued operations	—			890			—			—			—			890
Deferred income taxes	(1,039		)	3,768			2,862			—			—			5,591
Amortization of deferred financing costs	—			767			—			—			—			767
Stock-based compensation costs	2,751			—			—			—			—			2,751
Loss on extinguishment of debt	—			300			—			—			—			300
Amortization of debt discount	—			480			—			—			—			480
Loss on disposal of equipment	3			105			20			3			—			131
Changes in operating assets and liabilities, net of effects of purchases of businesses:
Accounts receivable	1,037			3,624			2,985			(316		)	—			7,330
Inventories	—			4,696			(1,712		)	(170		)	—			2,814
Inventories held for sale	—			1,114			—			—			—			1,114
Prepaid expenses and other current assets	3,404			(395		)	157			—			—			3,166
Accounts payable	(1,631		)	(746		)	852			471			—			(1,054		)
Accrued liabilities	(2,069		)	11,567			(2,778		)	288			—			7,008
Intercompany activity, net	—			—			—			—			—			—
Net cash provided by operating activities	25,600			29,930			4,368			1,651			110			61,659

Investing Activities
Purchases of equipment	(358		)	(44		)	—			(3		)	—			(405		)
Proceeds from sale of discontinued operations	—			4,122			—			—			—			4,122
Acquisition of Blacksmith, net of cash acquired	(221		)	(201,823		)	—			—			—			(202,044		)
Net cash used in investing activities	(579		)	(197,745		)	—			(3		)	—			(198,327		)

Financing Activities
Proceeds from issuance of Senior Notes	—			100,250			—			—			—			100,250
Proceeds from issuance of Senior Term Loan	—			112,936			—			—			—			112,936
Payment of deferred financing costs	—			(648		)	—			—			—			(648		)
Repayment of long-term debt	—			(33,587		)	—			—			—			(33,587		)
Proceeds from exercise of stock options	150			—			—			—			—			150
Shares surrendered as payment of tax withholding	(264		)	—			—			—			—			(264		)
Intercompany activity, net	17,101			(11,136		)	(4,368		)	(1,487		)	(110		)	—
Net cash provided by (used in) financing activities	16,987			167,815			(4,368		)	(1,487		)	(110		)	178,837

Increase in cash	42,008			—			—			161			—			42,169
Cash - beginning of period	40,644			—			—			453			—			41,097

Cash - end of period	$	82,652		$	—		$	—		$	614		$	—		$	83,266