U. S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2005

                         PRESTIGE BRANDS HOLDINGS, INC.

 Delaware                       20-1297589                      001-32433
(State of Incorporation)     (I.R.S. Employer          (Commission File Number)
                            Identification No.)

                       PRESTIGE BRANDS INTERNATIONAL, LLC
 Delaware                       20-0941337                     333-11715218-18
(State of Incorporation)    (I.R.S. Employer          (Commission File Number)
                           Identification No.)
           (Exact name of Registrants as specified in their charters)

       90 North Broadway
   Irvington, New York 10533                            (914) 524-6810
(Address of Principal Executive Offices)        (Registrants' telephone number,
                                                        including area code)


                                ----------------

This Quarterly  Report on Form 10-Q is a combined  quarterly  report being filed
separately by Prestige Brands Holdings,  Inc. and Prestige Brands  International
LLC, both registrants.  Prestige Brands  International,  LLC, an indirect wholly
owned  subsidiary  of Prestige  Brands  Holdings,  Inc. is the  indirect  parent
company of Prestige Brands,  Inc., the issuer of our 9 1/4% senior  subordinated
notes due 2012, and the parent  guarantor of such notes. As the indirect holding
company of Prestige Brands  International,  LLC, Prestige Brands Holdings,  Inc.
does not  conduct  ongoing  business  operations.  As a  result,  the  financial
information   for  Prestige   Brands   Holdings,   Inc.   and  Prestige   Brands
International,  LLC is identical for the purposes of the discussion of operating
results in  "Management's  Discussion  and Analysis of Financial  Condition  and
Results  of  Operations."   Unless  otherwise   indicated,   we  have  presented
information throughout this Form 10-Q for Prestige Brands Holdings, Inc. and its
consolidated  subsidiaries,  including Prestige Brands  International,  LLC. The
information  contained herein relating to each individual registrant is filed by
such registrant on its own behalf.  Neither  registrant makes any representation
as  to  information   relating  to  the  other   registrant.   Prestige   Brands
International,  LLC  meets the  conditions  set  forth in  general  instructions
(H)(1)(a)  and (b) of Form 10-Q and is therefore  filing this Form 10-Q with the
reduced disclosure format.

Indicate  by check mark  whether  the  Registrants  (1) have  filed all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrants  were  required to file such  reports),  and (2) has been subject to
such filing requirements for the past 90 days. Yes |X| No |_|

Indicate  by check mark  whether  the  Registrants  are  accelerated  filers (as
defined in Exchange Act Rule 12b-2). Yes |_| No |X|

As of November 21, 2005, Prestige Brands Holdings, Inc. had 50,040,890 shares of
common stock outstanding. As of such date, Prestige International Holdings, LLC,
a wholly owned subsidiary of Prestige Brands  Holdings,  Inc., owned 100% of the
uncertificated ownership interests of Prestige Brands International, LLC.



<PAGE>


                         Prestige Brands Holdings, Inc.
                                    Form 10-Q
                                      Index

<TABLE>
<S>                                                                                     <C>


PART I.       FINANCIAL INFORMATION

Item 1.       Consolidated Financial Statements

              Prestige Brands Holdings, Inc.

              Consolidated  Balance Sheets - September 30, 2005  (unaudited) and
                 March 31, 2005                                                         2
              Consolidated Statements of Operations - three months ended
                 September 30, 2005 and 2004 and six months ended September 30,
                 2005 and 2004 (unaudited)                                              3
              Consolidated Statement of Changes in Stockholders' Equity and
                Comprehensive  Income - six  months  ended  September  30,  2005
                (unaudited)                                                             4
              Consolidated Statements of Cash Flows - six months ended September
                30,  2005 and 2004  (unaudited)                                         5
              Notes to  Unaudited  Consolidated Financial Statements                    6

              Prestige Brands International, LLC

              Consolidated  Balance Sheets - September 30, 2005  (unaudited) and
                 March 31,  2005                                                        32
              Consolidated  Statements  of  Operations  - three months ended
                 September 30, 2005 and 2004 and six months ended September 30,
                 2005 and 2004 (unaudited)                                              33
              Consolidated Statement of Changes in Members' Equity - six months
                 ended September 30, 2005 (unaudited)                                   34
              Consolidated Statements of Cash Flows - six months ended September
                 30, 2005 and 2004 (unaudited)                                          35
              Notes to  Unaudited  Consolidated Financial Statements                    36

Item 2.       Management's Discussion and Analysis of Financial Condition
                and Results of Operation                                                63

Item 3.       Quantitative and Qualitative Disclosure About Market Risk                 75

Item 4.       Controls and Procedures                                                   76

PART II.      OTHER INFORMATION

Item 1.       Legal Proceedings                                                         78

Item 2.       Unregistered Sales of Equity Securities and Use of Proceeds               80

Item 3.       Defaults Upon Senior Securities                                           80

Item 4.       Submission of Matters to a Vote of Security Holders                       80

Item 5.       Other Information                                                         80

Item 6.       Exhibits                                                                  80

              Signatures                                                                81
</TABLE>


                                       1

<PAGE>

                         Prestige Brands Holdings, Inc.
                           Consolidated Balance Sheets
                                   (Unaudited)

<TABLE>
<S>                                                                   <C>                      <C>


(In thousands)
                                                                       September 30, 2005           March 31, 2005
                                                                      ---------------------     ----------------------
Assets                                                                                               (Restated)
Current assets
   Cash                                                                 $       27,585            $           5,334
   Accounts receivable                                                          32,552                       35,918
   Inventories                                                                  32,887                       24,833
   Deferred income tax assets                                                    6,682                        5,699
   Prepaid expenses and other current assets                                     3,256                        3,152
                                                                      ---------------------     ----------------------
Total current assets                                                           102,962                       74,936

Property and equipment                                                           1,647                        2,324
Goodwill                                                                       294,731                      294,731
Intangible assets                                                              604,316                      608,613
Other long-term assets                                                          14,718                       15,996
                                                                      ---------------------     ----------------------

Total Assets                                                            $    1,018,374             $        996,600
                                                                      =====================     ======================

Liabilities and Shareholders' Equity
Current liabilities
   Accounts payable                                                       $      22,725           $          21,705
   Accrued liabilities                                                           12,110                      11,589
   Current portion of long-term debt                                              3,730                       3,730
                                                                      ---------------------     ----------------------
Total current liabilities                                                        38,565                      37,024

Long-term debt                                                                  489,765                     491,630
Deferred income tax liabilities                                                  94,759                      85,899
                                                                      ---------------------     ----------------------

Total liabilities                                                               623,089                     614,553
                                                                      ---------------------     ----------------------

Commitments and Contingencies - Note 12

Shareholders' Equity
Preferred stock - $0.01 par value
   Authorized - 5,000 shares
   Issued and outstanding - None                                                     --                          --
Common stock - $.01 par value
   Authorized - 250,000 shares
   Issued and outstanding - 50,056 shares at September 30, 2005 and
     50,000 March 31, 2005                                                          501                         500
Additional paid-in capital                                                      378,297                     378,251
Treasury stock, at cost - 15 shares at September 30, 2005 and 2
   shares at March 31, 2005                                                         (25)                         (4)
Accumulated other comprehensive income                                              229                         320
Retained earnings                                                                16,283                       2,980
                                                                      ---------------------     ----------------------
Total shareholders' equity                                                      395,285                     382,047
                                                                      ---------------------     ----------------------

Total Liabilities and Shareholders' Equity                              $     1,018,374           $         996,600
                                                                      =====================     ======================
See accompanying notes.

</TABLE>

                                       2
<PAGE>


                         Prestige Brands Holdings, Inc.
                      Consolidated Statements of Operations
                                   (Unaudited)


<TABLE>
<S>                                               <C>                  <C>                <C>                 <C>
                                                             Three Months                               Six Months
                                                          Ended September 30                        Ended September 30
                                                 --------------------------------------   ---------------------------------------
(In thousands, except per share data)                   2005                 2004                2005                 2004
                                                 -------------------   ----------------   -----------------   -------------------
                                                                          (Restated)                              (Restated)
Revenues
  Net sales                                        $      73,320       $       79,932       $     136,748       $     138,612
  Other revenues                                              25                   26                  50                 101
                                                 -------------------   ----------------   -----------------   -------------------
      Total revenues                                      73,345               79,958             136,798             138,713
                                                 -------------------   ----------------   -----------------   -------------------

Cost of Sales
  Costs of sales                                          35,549               37,941              64,498              71,079
                                                 -------------------   ----------------   -----------------   -------------------
      Gross profit                                        37,796               42,017              72,300              67,634
                                                 -------------------   ----------------   -----------------   -------------------

Operating Expenses
  Advertising and promotion                               10,217                8,449              18,922              19,234
  General and administrative                               4,117                4,502               9,023               9,423
  Depreciation                                               487                  452                 975                 938
  Amortization of intangible assets                        2,148                1,802               4,296               3,605
                                                 -------------------   ----------------   -----------------   -------------------
      Total operating expenses                            16,969               15,205              33,216              33,200
                                                 -------------------   ----------------   -----------------   -------------------

      Operating income                                    20,827               26,812              39,084              34,434
                                                 -------------------   ----------------   -----------------   -------------------

Other income (expense)
  Interest income                                            226                   59                 307                  87
  Interest expense                                        (8,897)             (10,893)            (17,488)            (21,970)
  Loss on extinguishment of debt                              --                   --                  --              (7,567)
                                                 -------------------   ----------------   -----------------   -------------------
      Total other income (expense)                        (8,671)             (10,834)            (17,181)            (29,450)
                                                 -------------------   ----------------   -----------------   -------------------

      Income before provision for
        income taxes                                      12,156               15,978              21,903               4,984

Provision for income taxes                                 4,782                6,076               8,600               2,173
                                                 -------------------   ----------------   -----------------   -------------------
      Net income                                           7,374                9,902              13,303               2,811

Cumulative preferred dividends on Senior
    Preferred and Class B Preferred Units                     --               (3,827)                --              (7,446)
                                                 -------------------   ----------------   -----------------   -------------------

Net income (loss) available to members and
    common shareholders                            $       7,374         $      6,075       $     13,303        $     (4,635)
                                                 ===================   ================   =================   ===================

Basic earnings per share                           $       0.15          $     0.25         $      0.27         $    (0.19)
                                                 ===================   ================   =================   ===================

Diluted earnings per share                         $       0.15          $     0.23         $      0.27         $    (0.19)
                                                 ===================   ================   =================   ===================

Weighted average shares outstanding:
    Basic                                                48,791                24,615             48,757              24,563
                                                 ===================   ================   =================   ===================
    Diluted                                              49,949                26,512             49,932              24,563
                                                 ===================   ================   =================   ===================

See accompanying notes.

</TABLE>
                                       3
<PAGE>


                         Prestige Brands Holdings, Inc.
            Consolidated Statement of Changes in Stockholders' Equity
                            and Comprehensive Income
                       Six Months Ended September 30, 2005
                                   (Unaudited)

<TABLE>
<S>                               <C>          <C>       <C>          <C>                   <C>              <C>

                                                                                             Accumulated
                                      Common Stock      Additional                             Other
                                                Par      Paid-in        Treasury Stock      Comprehensive     Retained
                                     Shares    Value     Capital       Shares     Amount       Income          Earnings     Totals
                                  ---------- ---------- ------------ ---------- ---------- ----------------- ------------ ----------
(In thousands)
Balances - March 31, 2005
  (Restated)                        50,000    $   500    $378,251         2     $   (4)      $    320         $   2,980    $ 382,047

Additional costs associated
  with initial public offering                               (63)                                                               (63)

Issuance of common stock and
  options to officers and
  directors                             56          1        109                                                                 110

Repurchase of common stock                                                 13        (21)                                       (21)

Components of comprehensive
  income
   Net income                                                                                                    13,303       13,303

   Unrealized loss on interest
     rate cap, net of income
     tax benefit of $116                                                                            (91)                        (91)
                                                                                                                          ----------
Total comprehensive income                                                                                                    13,212
                                  ---------- ---------- ------------ ---------- ---------- ----------------- ------------ ----------

Balances - September 30, 2005       50,056    $   501     $378,297         15    $   (25)      $    229       $  16,283    $ 395,285
                                  ========== ========== ============ ========== ========== ================= ============ ==========

See accompanying notes.

</TABLE>
                                       4
<PAGE>


                         Prestige Brands Holdings, Inc.
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<S>                                                                           <C>                  <C>



(In thousands)                                                                    Six Months Ended September 30
                                                                             ----------------------------------------
                                                                                   2005                  2004
                                                                             ------------------    ------------------
Operating Activities                                                                                  (Restated)
Net income                                                                      $    13,303          $     2,811
Adjustments to reconcile net income to net cash
  provided by operating activities:
     Depreciation and amortization                                                    5,271                4,543
     Deferred income taxes                                                            7,961                8,219
     Amortization of deferred financing costs                                         1,136                1,502
     Stock-based compensation                                                           110                   --
     Loss on extinguishment of debt                                                      --                7,567
     Changes in operating assets and liabilities, net of
       effects of purchases of businesses
       Accounts receivable                                                            3,366               (6,629)
       Inventories                                                                   (8,054)               5,268
       Prepaid expenses and other assets                                               (104)                 442
       Accounts payable                                                               1,020                3,127
       Account payable - related parties                                                 --                1,000
       Accrued expenses                                                                 521               (1,445)
                                                                             ------------------    ------------------
   Net cash provided by operating activities                                         24,530               26,405
                                                                             ------------------    ------------------


Investing Activities
Purchase of equipment                                                                  (297)                (143)
Purchase of business, net of cash acquired                                               --             (373,250)
                                                                             ------------------    ------------------
   Net cash used for investing activities                                              (297)            (373,393)
                                                                             ------------------    ------------------
Financing Activities
Proceeds from the issuance of notes                                                      --              668,512
Payment of deferred financing costs                                                     (33)             (22,922)
Repayment of notes                                                                   (1,865)            (331,673)
Proceeds from the issuance of equity securities                                          --               58,487
Purchase of shares for treasury                                                         (21)                  --
Additional costs associated with initial public offering                                (63)                  --
                                                                             ------------------    ------------------
   Net cash provided by (used for) financing activities                              (1,982)             372,404
                                                                             ------------------    ------------------

Increase in cash                                                                     22,251               25,416

Cash - beginning of period                                                            5,334                3,393
                                                                             ------------------    ------------------

Cash - end of period                                                            $    27,585          $    28,809
                                                                             ==================    ==================

Supplemental Cash Flow Information
Fair value of assets acquired, net of cash acquired                             $        --          $   602,774
Fair value of liabilities assumed                                                        --             (229,432)
Purchase price funded with non-cash contributions                                        --                  (92)
                                                                             ------------------    ------------------
Cash paid to purchase business                                                  $        --          $   373,250
                                                                             ==================    ==================

Interest paid                                                                   $    16,408          $    20,468
                                                                             ==================    ==================
Income taxes paid                                                               $       565          $       388
                                                                             ==================    ==================

See accompanying notes.
</TABLE>
                                       5
<PAGE>


                         Prestige Brands Holdings, Inc.
                   Notes to Consolidated Financial Statements



1.   Business and Basis of Presentation

Nature of Business
Prestige Brands Holdings,  Inc. ("the Company") and its subsidiaries are engaged
in the marketing, sales and distribution of over-the-counter drug, personal care
and household cleaning brands to mass merchandisers,  drug stores,  supermarkets
and club stores  primarily in the United  States.  In February 2005, the Company
completed an initial public offering.

Basis of Presentation
The  unaudited  consolidated  financial  statements  presented  herein have been
prepared in accordance with generally accepted accounting principles for interim
financial  reporting  and with the  instructions  to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  In the opinion of management,  the financial  statements
include all adjustments,  consisting only of normal  recurring  adjustments that
are  considered  necessary for a fair  presentation  of the Company's  financial
position,  results  of  operations  and  cash  flows  for the  interim  periods.
Operating  results for the three and six month periods ended  September 30, 2005
are not  necessarily  indicative  of results  that may be expected  for the year
ending March 31, 2006. This financial  information should be read in conjunction
with the  Company's  financial  statements  and notes  thereto  included  in the
Company's  Annual  Report on Form 10-K/A for the year ended March 31,  2005,  as
well as the Company's Current Report on Form 8-K filed on November 15, 2005 (see
Note 2). As noted in the Company's  Current Report on Form 8-K, the Company will
file an amended  Form  10-K/A to reflect  the  restatement  of the prior  period
financial statements as soon as it is practicable.

Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements,  as well as the  reported  amounts of  revenues  and
expenses during the reporting period.  Although these estimates are based on the
Company's knowledge of current events and actions that the Company may undertake
in the future, actual results could differ from those estimates.

Cash and Cash Equivalents
The Company  considers all  short-term  deposits and  investments  with original
maturities of three months or less to be cash equivalents.  Substantially all of
the Company's cash is held by one bank located in Wyoming.  The Company does not
believe  that, as a result of this  concentration,  it is subject to any unusual
financial  risk  beyond the  normal  risk  associated  with  commercial  banking
relationships.

Accounts Receivable
The Company  extends  non-interest  bearing trade credit to its customers in the
ordinary  course of business.  To minimize credit risk,  ongoing  evaluations of
customers'  financial  condition  are  performed;  however,  collateral  is  not
required.  The Company maintains an allowance for doubtful accounts based on its
historical  collections  experience,  as well as its  evaluation  of current and
expected conditions and trends affecting its customers.

Sales Returns
The Company must make estimates of potential  future product  returns related to
current  period  sales.  In order to do this,  the Company  analyzes  historical
returns,  current economic trends,  changes in customer demand and acceptance of
the Company's  products when evaluating the adequacy of the Company's  allowance

                                       6
<PAGE>

for returns in any accounting  period.  If actual returns are greater than those
estimated by management,  the Company's  financial  statements in future periods
may be adversely affected.

Inventories
Inventories  are  stated  at the  lower  of  cost or fair  value  where  cost is
determined  by using the first-in,  first-out  method.  The Company  provides an
allowance for slow moving and obsolete inventory.

Property and Equipment
Property  and  equipment  are  stated  at cost  and are  depreciated  using  the
straight-line method based on the following estimated useful lives:

                                               Years
                                           --------------
         Machinery                               5
         Computer equipment                      3
         Furniture and fixtures                  7

Expenditures  for  maintenance  and repairs are charged to expense as  incurred.
When an  asset  is sold or  otherwise  disposed  of,  the  cost  and  associated
accumulated depreciation are removed from the accounts and the resulting gain or
loss is recognized in the consolidated statement of operations.

Property and equipment are reviewed for impairment whenever events or changes in
circumstances  indicate  that the  carrying  amount  of such  assets  may not be
recoverable.  An impairment  loss is  recognized  if the carrying  amount of the
asset exceeds its fair value.

Goodwill
The excess of the purchase  price over the fair market value of assets  acquired
and liabilities  assumed in acquisition  transactions is classified as goodwill.
In accordance with Financial  Accounting  Standards Board ("FASB")  Statement of
Financial  Accounting  Standards  ("Statement")  No.  142,  "Goodwill  and Other
Intangible  Assets,"  the  Company  does not  amortize  goodwill,  but  performs
impairment tests of the carrying value at least annually.

Intangible Assets
Intangible  assets  are  stated  at the  lesser  of  cost  or  fair  value  less
accumulated amortization.  For intangible assets with finite lives, amortization
is computed on the straight-line method over estimated useful lives ranging from
five to 30 years.

Indefinite lived intangible  assets are tested for impairment at least annually,
while intangible  assets with finite lives are reviewed for impairment  whenever
events or changes in  circumstances  indicate  that the carrying  amount of such
assets may not be recoverable.  An impairment loss is recognized if the carrying
amount of the asset exceeds its fair value.

Deferred Financing Costs
The Company has incurred  debt issuance  costs in connection  with its long-term
debt.  These costs are  capitalized  as deferred  financing  costs and amortized
using the effective interest method over the term of the related debt.

Revenue Recognition
Revenues are recognized when the following revenue recognition criteria are met:
(1)  persuasive  evidence  of an  arrangement  exists;  (2)  there is a fixed or
determinable  price;  (3) the product has been  shipped and the  customer  takes
ownership  and assumes risk of loss;  and (4)  collectibility  of the  resulting
receivable is reasonably  assured.  The Company has determined  that the risk of
loss generally occurs when product is received by the customer and, accordingly,
recognizes  revenue  at that  time.  Provision  is made for  estimated  customer
discounts  and  returns  at the time of sale based on the  Company's  historical
experience.

                                       7
<PAGE>

The  Company  frequently   participates  in  the  promotional  programs  of  its
customers,  as is  customary  in this  industry.  The  ultimate  cost  of  these
promotional  programs  varies based on the actual  number of units sold during a
finite period of time. These programs may include coupons, scan downs, temporary
price reductions or other price guarantee  vehicles.  The Company  estimates the
cost of such  promotional  programs  at  their  inception  based  on  historical
experience and current market conditions and reduces sales by such estimates. At
the completion of the promotional program, the estimated amounts are adjusted to
actual results.

Costs of Sales
Costs of sales include product costs,  warehousing  costs,  inbound and outbound
shipping  costs,  and  handling and storage  costs.  Shipping,  warehousing  and
handling  costs were $6.5 million and $6.4  million for the three month  periods
ended  September  30, 2005 and 2004,  respectively,  and $12.0 million and $11.4
million  for  the  six  month  periods  ended   September  30,  2005  and  2004,
respectively.

Advertising and Promotion Costs
Advertising  and  promotion  costs  are  expensed  as  incurred.  Slotting  fees
associated with products are recognized as a reduction of sales.  Under slotting
arrangements,  the retailers  allow the  Company's  products to be placed on the
stores' shelves in exchange for such fees. Direct  reimbursements of advertising
costs are reflected as a reduction of advertising costs in the period earned.

Stock-based Compensation
During the three month period ended  September  30,  2005,  the Company  adopted
FASB, Statement No. 123(R),  "Share-Based Payment" ("Statement No. 123(R)") with
the initial grants of restricted  stock and options to purchase  common stock to
employees  and  directors in  accordance  with the  provisions  of the Company's
Long-Term Equity Incentive Plan ("the Plan").  Statement No. 123(R) requires the
Company to measure the cost of services to be rendered  based on the  grant-date
fair value of the equity award.  Compensation  expense is to be recognized  over
the period which an employee is required to provide  service in exchange for the
award,  generally  referred to as the  vesting  period.  The Company  recorded a
non-cash  charge of $110,000  during the three month period ended  September 30,
2005.

Income Taxes
Income taxes are recorded in accordance with the provisions of FASB Statement
No. 109,  "Accounting  for Income Taxes"  ("Statement  No. 109"). Pursuant  to
Statement  No.  109,  deferred  tax  assets  and  liabilities  are determined
based on the  differences  between the  financial  reporting and tax
bases of assets and  liabilities  using the enacted tax rates and laws that will
be in effect when the differences are expected to reverse. A valuation allowance
is  established  when  necessary  to reduce  deferred  tax assets to the amounts
expected to be realized.

Derivative Instruments
FASB  Statement No. 133,  "Accounting  for  Derivative  Instruments  and Hedging
Activities"  ("Statement No. 133"),  requires companies to recognize  derivative
instruments  as either assets or liabilities in the balance sheet at fair value.
The accounting for changes in the fair value of a derivative  instrument depends
on  whether  it  has  been  designated  and  qualifies  as  part  of  a  hedging
relationship  and  further,  on the  type of  hedging  relationship.  For  those
derivative instruments that are designated and qualify as hedging instruments, a
company must  designate the hedging  instrument,  based upon the exposure  being
hedged,  as a fair value hedge, a cash flow hedge or a hedge of a net investment
in an international operation.

The Company has  designated its  derivative  financial  instruments as cash flow
hedges because they hedge exposure to variability in expected  future cash flows
that are  attributable  to interest rate risk.  For these hedges,  the effective
portion  of the  gain or loss on the  derivative  instrument  is  reported  as a
component of other comprehensive income (loss) and reclassified into earnings in
the same line item associated with the forecasted transaction in the same period
or periods during which the hedged transaction affects earnings. Any ineffective
portion of the gain or loss on the derivative instruments is recorded in results
of operations immediately.

                                       8
<PAGE>


Earnings Per Share
Basic and  diluted  earnings  per share are  calculated  based on income  (loss)
available  to  common  shareholders  and the  weighted-average  number of shares
outstanding during the reported period. For the period ended September 30, 2004,
the weighted average number of common shares outstanding  includes the Company's
common units as if the common units had been converted to common stock using the
February 2005 initial  public  offering  conversion  ratio of one common unit to
0.4543 shares of common stock.

Recently Issued Accounting Standards
In March 2005,  the FASB  issued FASB  Interpretation  No. 47,  "Accounting  for
Conditional Asset Retirement  Obligations"  ("FIN 47") which clarifies  guidance
provided by Statement No. 143,  "Accounting for Asset  Retirement  Obligations."
FIN 47 is effective  for the Company no later than March 31, 2006.  The adoption
of  FIN  47 is not  expected  to  have a  significant  impact  on the  Company's
financial position, results of operations or cash flows.

In May 2005, the FASB issued  Statement of Financial  Accounting  Standards
No. 154, "Accounting Changes and Error Corrections"  ("Statement No. 154") which
replaces Accounting  Principles Board Opinion No. 20, "Accounting Changes" ("APB
Opinion No. 20") and FASB  Statement  No. 3,  "Reporting  Accounting  Changes in
Interim Financial Statements." Statement No. 154 requires that voluntary changes
in accounting principle be applied retrospectively to the balances of assets and
liabilities as of the beginning of the earliest  period for which  retrospective
application is practicable and that a  corresponding  adjustments be made to the
opening balance of retained earnings.  APB Opinion No. 20 had required that most
voluntary  changes in  accounting  principle be  recognized  by including in net
income the cumulative effect of changing to the new principle. Statement No. 154
is effective for all accounting changes and corrections of errors made in fiscal
years beginning after December 15, 2005.


2.   Restatement of Financial Statements

On November 15, 2005,  the Company filed a Current  Report on Form 8-K with
the Securities and Exchange Commission ("SEC") in which it announced that it was
restating previously reported financial results for the fiscal years ended March
31, 2003,  2004 and 2005,  and the quarterly  data for the years ended March 31,
2005 and 2004  included in the  Company's  Annual  Report on Form 10-K/A for the
year ended March 31, 2005 and the financial  statements  for the quarters  ended
June 30, 2005 and 2004 included in the Company's  Quarterly  Report on Form 10-Q
for the quarterly period ended June 30, 2005.

As a result  of a review  of  certain  accounting  practices  performed  in
conjunction  with the Company's  assessment of internal  controls over financial
reporting  under  Section  404  of  the  Sarbanes-Oxley  Act  of  2002  and  the
preparation  of its financial  statements  for the quarter  ended  September 30,
2005,  the  Company   determined  it  erroneously   applied  generally  accepted
accounting  principles  as  they  relate  to the  recognition  of  revenue,  the
classification of certain trade promotion allowances, the compuation of deferred
income taxes and the computation of earnings per share.

With  respect to revenue  recognition,  Staff  Accounting  Bulletin No. 104 sets
forth the  criteria for revenue  recognition,  one of which is that risk of loss
has passed to the customer.  The Company,  consistent with its published pricing
and shipping terms, has historically recognized revenue upon shipment of product
to the customer.  Upon closer  examination of its shipping  practices and terms,
the Company  determined that it often was unclear when, from a legal standpoint,
risk of loss of its products passed to its customers.  Accordingly,  the Company
has concluded that revenue should not be recognized until product is received by
its customers (referred to as "FOB destination point"),  unless the risk of loss
transfers to the customer at the point of shipment. The Company will restate its
previously issued financial statements to correct this erroneous  application of
generally accepted accounting  principles.  The effects of these adjustments for
each fiscal period are reflected in the schedules that follow. These adjustments
had no impact on net cash flows provided by or used in operating activities.

                                       9

<PAGE>

With respect to the  classification  of trade  promotions  and  allowances,
Emerging  Issues Task Force Issue 01-09 sets forth the criteria for  classifying
such  promotions  and  allowances as an expense or a reduction of revenue.  Upon
review,  the  Company  determined  that it had  incorrectly  classified  certain
promotion  and  allowance  amounts  as expense  rather  than as a  reduction  of
revenue.   The  Company's  restated  financial  statements  will  correct  these
misclassifications.  These  adjustments  do not affect the  balance  sheet,  net
income,  operating  income or cash flows from  operations.  The effects of these
adjustments for each fiscal period are reflected in the schedules that follow.

With respect to the provision for income taxes and related  deferred taxes,
Statement of Financial  Accounting  Standards No. 109 sets forth the criteria by
which such amounts are to be recognized. During the preparation of the financial
statements for the quarter ended September 30, 2005, the Company determined that
the  increase in deferred  income  taxes  related to the  increase in  graduated
federal  income  tax rates from 34% to 35% should  have been  recognized  in the
period in which it filed its first  consolidated  federal income tax return. The
Company's  restated  financial  statements  will  recognize this increase in the
quarter and year ended March 31, 2005. Previously, the Company had recorded this
increase  in the three  month  period  ended June 30,  2005.  The effect of this
adjustment for each fiscal period is reflected in the schedules that follow.


With respect to earnings per share,  Statement of Financial Accounting Standards
No. 128 sets forth the criteria  for  computing  basic and diluted  earnings per
share.  Upon  examination  of its earnings per share  calculations,  the Company
determined  that certain issued and  outstanding,  but unvested,  shares held by
management   were   improperly   reflected  in  the  basic  earnings  per  share
computations.  The  effects  of these  adjustments  for each  fiscal  period are
reflected in the schedules that follow.

                                       10
<PAGE>


<TABLE>
<S>                                        <C>                <C>                <C>              <C>


Consolidated Statements of Operations
                                                               Three Months Ended June 30, 2005
                                           -----------------------------------------------------------------------------------------
(In thousands, except                          Previously          Revenue         Cooperative       Income
per share data)                                 Reported         Recognition       Advertising       Taxes        As Restated
                                           -----------------------------------------------------------------------------------------

Revenues
  Net sales                                  $      63,530       $     1,928       $    (2,030)      $    --      $   63,428
  Other revenues                                        25                                                                25
                                           -----------------------------------------------------------------------------------------
      Total revenues                                63,555             1,928            (2,030)           --          63,453

Cost of Sales
  Costs of sales                                    28,339               610                                          28,949
                                           -----------------------------------------------------------------------------------------
      Gross profit                                  35,216             1,318            (2,030)           --          34,504
                                           -----------------------------------------------------------------------------------------

Operating Expenses
  Advertising and promotion                         10,714                21            (2,030)                        8,705
  General and administrative                         4,911                                                             4,911
  Depreciation                                         483                                                               483
  Amortization of intangible assets                  2,148                                                             2,148
                                           -----------------------------------------------------------------------------------------
      Total operating expenses                      18,256                21            (2,030)           --          16,247
                                           -----------------------------------------------------------------------------------------

      Operating income                              16,960             1,297                --            --          18,257
                                           -----------------------------------------------------------------------------------------

Other income (expense)
  Interest income                                       81                                                                81
  Interest expense                                  (8,591)                                                           (8,591)
                                           -----------------------------------------------------------------------------------------
      Total other income (expense)                  (8,510)               --                --            --          (8,510)
                                           -----------------------------------------------------------------------------------------

      Income before provision for
        income taxes                                 8,450             1,297                --             --          9,747

Provision for income taxes                           4,443               522                           (1,147)         3,818
                                           -----------------------------------------------------------------------------------------
      Net income                             $       4,007       $       775       $        --       $  1,147       $  5,929
                                           =========================================================================================

Basic earnings per share                     $      0.08                                                            $   0.12
                                           ===================                                                     =================

Diluted earnings per share                   $      0.08                                                            $   0.12
                                           ===================                                                     =================

Average shares outstanding:
    Basic                                           49,998                                                            48,722
                                           ===================                                                     =================
    Diluted                                         49,998                                                            49,998
                                           ===================                                                     =================

</TABLE>

                                       11

<PAGE>

<TABLE>
<S>                                       <C>                   <C>               <C>                <C>


Consolidated Statements of Operations
                                                               Fiscal Year Ended March 31, 2005
                                           -----------------------------------------------------------------------------------------
(In thousands, except                          Previously          Revenue         Cooperative       Income
per share data)                                 Reported         Recognition       Advertising       Taxes       As Restated
                                           -----------------------------------------------------------------------------------------

Revenues
  Net sales                                  $     303,167       $    (5,611)      $    (8,638)      $    --     $  288,918
  Other revenues                                       151                                                              151
                                           -----------------------------------------------------------------------------------------
      Total revenues                               303,318            (5,611)           (8,638)           --        289,069

Cost of Sales
  Costs of sales                                   141,348            (2,339)                                       139,009
                                           -----------------------------------------------------------------------------------------
      Gross profit                                 161,970            (3,272)           (8,638)           --        150,060
                                           -----------------------------------------------------------------------------------------

Operating Expenses
  Advertising and promotion                         38,402               (67)           (8,638)                      29,697
  General and administrative                        20,198                                                           20,198
  Depreciation                                       1,899                                                            1,899
  Amortization of intangible assets                  7,901                                                            7,901
                                           -----------------------------------------------------------------------------------------
      Total operating expenses                      68,400               (67)           (8,638)           --         59,695
                                           -----------------------------------------------------------------------------------------

      Operating income                              93,570            (3,205)               --            --         90,365
                                           -----------------------------------------------------------------------------------------

Other income (expense)
  Interest income                                      371                                                               371
  Interest expense                                 (45,097)                                                          (45,097)
  Loss on extinguishment of debt                   (26,863)                                                          (26,863)
                                           -----------------------------------------------------------------------------------------
      Total other income (expense)                 (71,589)               --                --            --         (71,589)
                                           -----------------------------------------------------------------------------------------

      Income before provision for
        income taxes                                21,981            (3,205)               --            --          18,776

Provision for income taxes                           8,522            (1,113)               --         1,147           8,556
                                           -----------------------------------------------------------------------------------------
      Net income                                    13,459            (2,092)               --        (1,147)         10,220

Cumulative preferred dividend on Senior
   Preferred and Class B Preferred Units           (25,395)                                                          (25,395)
                                           -----------------------------------------------------------------------------------------

Net loss available to common shareholders    $     (11,936)      $    (2,092)      $        --      $  (1,147)       (15,175)
                                           =========================================================================================

Basic earnings per share                     $     (0.41)                                                        $     (0.55)
                                           ===================                                                   ===================

Diluted earnings per share                   $     (0.41)                                                        $     (0.55)
                                           ===================                                                   ===================

Average shares outstanding:
    Basic                                           29,389                                                             27,546
                                           ===================                                                   ===================
    Diluted                                         29,389                                                             27,546
                                           ===================                                                   ===================
</TABLE>

                                       12
<PAGE>

<TABLE>
<S>                                       <C>                 <C>               <C>              <C>


Consolidated Statements of Operations
                                                              Six Months Ended September 30, 2004
                                           --------------------------------------------------------------------------
(In thousands, except                          Previously          Revenue         Cooperative
per share data)                                 Reported         Recognition       Advertising       As Restated
                                           --------------------------------------------------------------------------

Revenues
  Net sales                                  $     149,002       $    (5,641)      $    (4,749)      $   138,612
  Other revenues                                       101                                                   101
                                           --------------------------------------------------------------------------
      Total revenues                               149,103            (5,641)           (4,749)          138,713

Cost of Sales
  Costs of sales                                    73,966            (2,887)                             71,079
                                           --------------------------------------------------------------------------
      Gross profit                                  75,137            (2,754)           (4,749)           67,634
                                           --------------------------------------------------------------------------

Operating Expenses
  Advertising and promotion                         24,075               (92)           (4,749)           19,234
  General and administrative                         9,423                                                 9,423
  Depreciation                                         938                                                   938
  Amortization of intangible assets                  3,605                                                 3,605
                                           --------------------------------------------------------------------------
      Total operating expenses                      38,041               (92)           (4,749)           33,200
                                           --------------------------------------------------------------------------

      Operating income                              37,096            (2,662)               --            34,434
                                           --------------------------------------------------------------------------

Other income (expense)
  Interest income                                       87                                                    87
  Interest expense                                 (21,970)                                              (21,970)
  Loss on extinguishment of debt                    (7,567)                                               (7,567)
                                           --------------------------------------------------------------------------
      Total other income (expense)                 (29,450)               --                --           (29,450)
                                           --------------------------------------------------------------------------

      Income before provision for
        income taxes                                 7,646            (2,662)                              4,984

Provision for income taxes                           3,110              (937)                              2,173
                                           --------------------------------------------------------------------------
      Net income                                     4,536            (1,725)               --             2,811

Cumulative preferred dividend on Senior
Preferred and Class B Preferred Units               (7,446)                                               (7,446)
                                           --------------------------------------------------------------------------

Net loss available to common shareholders
                                                   $(2,910)      $    (1,725)      $        --      $      (4,635)
                                           ==========================================================================

Basic earnings per share                     $     (0.11)                                           $     (0.19)
                                           ===================                                    ===================

Diluted earnings per share                   $     (0.11)                                           $     (0.19)
                                           ===================                                    ===================

Average shares outstanding:
    Basic                                           26,514                                                24,563
                                           ===================                                    ===================
    Diluted                                         26,514                                                24,563
                                           ===================                                    ===================

</TABLE>

                                       13
<PAGE>


<TABLE>
<S>                                       <C>                  <C>              <C>               <C>

Consolidated Statements of Operations
                                                             Three Months Ended September 30, 2004
                                           --------------------------------------------------------------------------
(In thousands, except                          Previously          Revenue         Cooperative
per share data)                                 Reported         Recognition       Advertising       As Restated
                                           --------------------------------------------------------------------------

Revenues
  Net sales                                  $      81,320       $       501       $    (1,889)     $     79,932
  Other revenues                                        26                                                    26
                                           --------------------------------------------------------------------------
      Total revenues                                81,346               501            (1,889)           79,958

Cost of Sales
  Costs of sales                                    37,843                98                              37,941
                                           --------------------------------------------------------------------------
      Gross profit                                  43,503               403            (1,889)           42,017
                                           --------------------------------------------------------------------------

Operating Expenses
  Advertising and promotion                         10,304                34            (1,889)            8,449
  General and administrative                         4,502                                                 4,502
  Depreciation                                         452                                                   452
  Amortization of intangible assets                  1,802                                                 1,802
                                           --------------------------------------------------------------------------
      Total operating expenses                      17,060                34            (1,889)           15,205
                                           --------------------------------------------------------------------------

      Operating income                              26,443               369                --            26,812
                                           --------------------------------------------------------------------------

Other income (expense)
  Interest income                                       59                                                    59
  Interest expense                                 (10,893)                                              (10,893)
                                           --------------------------------------------------------------------------
      Total other income (expense)                 (10,834)               --                --           (10,834)
                                           --------------------------------------------------------------------------

      Income before provision for
        income taxes                                15,609               369                              15,978

Provision for income taxes                           5,936               140                --             6,076
                                           --------------------------------------------------------------------------
      Net income                                     9,673               229                --             9,902

Cumulative preferred dividend on Senior
Preferred and Class B Preferred Units
                                                    (3,827)                                               (3,827)
                                           --------------------------------------------------------------------------

Net loss available to common shareholders
                                             $       5,846       $       229       $       --       $      6,075
                                           ==========================================================================

Basic earnings per share                     $      0.22                                            $      0.25
                                           ===================                                    ===================

Diluted earnings per share                   $      0.22                                            $      0.23
                                           ===================                                    ===================

Average shares outstanding:
    Basic                                           26,512                                                24,615
                                           ===================                                    ===================
    Diluted                                         26,512                                                26,512
                                           ===================                                    ===================

</TABLE>

                                       14
<PAGE>


<TABLE>
<S>                                        <C>                <C>                <C>              <C>

Consolidated Statements of Operations
                                                               Three Months Ended June 30, 2004
                                           --------------------------------------------------------------------------
(In thousands, except                          Previously          Revenue         Cooperative
per share data)                                 Reported         Recognition       Advertising       As Restated
                                           --------------------------------------------------------------------------

Revenues
  Net sales                                  $      67,682       $    (6,142)      $    (2,860)     $     58,680
  Other revenues                                        75                                                    75
                                           --------------------------------------------------------------------------
      Total revenues                                67,757            (6,142)           (2,860)           58,755

Cost of Sales
  Costs of sales                                    36,123            (2,985)                             33,138
                                           --------------------------------------------------------------------------
      Gross profit                                  31,634            (3,157)           (2,860)           25,617
                                           --------------------------------------------------------------------------

Operating Expenses
  Advertising and promotion                         13,771              (126)           (2,860)           10,785
  General and administrative                         4,921                                                 4,921
  Depreciation                                         486                                                   486
  Amortization of intangible assets                  1,803                                                 1,803
                                           --------------------------------------------------------------------------
      Total operating expenses                      20,981              (126)           (2,860)           17,995
                                           --------------------------------------------------------------------------

      Operating income                              10,653            (3,031)                -             7,622
                                           --------------------------------------------------------------------------

Other income (expense)
  Interest income                                       28                                                    28
  Interest expense                                 (11,077)                                              (11,077)
  Loss on extinguishment of debt                    (7,567)                                               (7,567)
                                           --------------------------------------------------------------------------
      Total other income (expense)                 (18,616)               --                --           (18,616)
                                           --------------------------------------------------------------------------

      Loss before benefit for
        income taxes                                (7,963)           (3,031)                            (10,994)

Benefit for income taxes                             2,826             1,076                               3,902
                                           --------------------------------------------------------------------------
      Net loss                                      (5,137)           (1,955)               --            (7,092)

Cumulative preferred dividend on Senior
Preferred and Class B Preferred Units               (3,619)                                               (3,619)
                                           --------------------------------------------------------------------------

Net loss available to common shareholders
                                             $      (8,756)      $    (1,955)      $       --       $    (10,711)
                                           ==========================================================================

Basic earnings per share                     $     (0.33)                                           $     (0.44)
                                           ===================                                    ===================

Diluted earnings per share                   $     (0.33)                                           $     (0.44)
                                           ===================                                    ===================

Average shares outstanding:
    Basic                                           26,516                                                24,511
                                           ===================                                    ===================
    Diluted                                         26,516                                                24,511
                                           ===================                                    ===================

</TABLE>

                                       15
<PAGE>

<TABLE>
<S>                                       <C>                  <C>               <C>             <C>


Consolidated Statements of Operations
                                                           Period February 6, 2004 to March 31, 2004
                                                                          (Successor)
                                           --------------------------------------------------------------------------
(In thousands, except                          Previously          Revenue         Cooperative
per share data)                                 Reported         Recognition       Advertising       As Restated
                                           --------------------------------------------------------------------------

Revenues
  Net sales                                  $      18,807       $    (1,597)      $      (388)     $     16,822
  Other revenues                                        54                                                    54
                                           --------------------------------------------------------------------------
      Total revenues                                18,861            (1,597)             (388)           16,876

Cost of Sales
  Costs of sales                                    10,023              (672)                              9,351
                                           --------------------------------------------------------------------------
      Gross profit                                   8,838              (925)             (388)            7,525
                                           --------------------------------------------------------------------------

Operating Expenses
  Advertising and promotion                          1,689               (34)             (388)            1,267
  General and administrative                         1,649                                                 1,649
  Depreciation                                          41                                                    41
  Amortization of intangible assets                    890                                                   890
                                           --------------------------------------------------------------------------
      Total operating expenses                       4,269               (34)             (388)            3,847
                                           --------------------------------------------------------------------------

      Operating income                               4,569              (891)               --             3,678
                                           --------------------------------------------------------------------------

Other income (expense)
  Interest income                                       10                                                    10
  Interest expense                                  (1,735)                                               (1,735)
                                           ------------------- ----------------- ---------------- -------------------
      Total other income (expense)                  (1,725)               --                --            (1,725)
                                           --------------------------------------------------------------------------

      Income before provision for
        income taxes                                 2,844              (891)                              1,953

Provision for income taxes                           1,054              (330)                                724
                                           --------------------------------------------------------------------------
      Net income                                     1,790              (561)               --             1,229

Cumulative preferred dividend on Senior
   Preferred and Class B Preferred Units
                                                    (1,390)                                               (1,390)
                                           --------------------------------------------------------------------------

Net loss available to common shareholders
                                             $         400       $      (561)      $        --      $       (161)
                                           ==========================================================================

Basic earnings per share                     $      0.02                                            $     (0.01)
                                           ===================                                    ===================

Diluted earnings per share                   $      0.02                                            $     (0.01)
                                           ===================                                    ===================

Average shares outstanding:
    Basic                                           26,571                                                24,472
                                           ===================                                    ===================
    Diluted                                         26,571                                                24,472
                                           ===================                                    ===================
</TABLE>

                                       16
<PAGE>

<TABLE>
<S>                                       <C>                <C>                <C>              <C>


Consolidated Statements of Operations
                                                           Period April 1, 2003 to February 5, 2004
                                                                         (Predecessor)
                                           --------------------------------------------------------------------------
                                               Previously          Revenue         Cooperative
(In thousands)                                  Reported         Recognition       Advertising       As Restated
                                           --------------------------------------------------------------------------

Revenues
  Net sales                                  $      68,726       $     1,930       $    (2,587)     $     68,069
  Other revenues                                       333                                                   333
                                           --------------------------------------------------------------------------
      Total revenues                                69,059             1,930            (2,587)           68,402

Cost of Sales
  Costs of sales                                    26,254               601                              26,855
                                           --------------------------------------------------------------------------
      Gross profit                                  42,805             1,329            (2,587)           41,547
                                           --------------------------------------------------------------------------

Operating Expenses
  Advertising and promotion                         12,601                47            (2,587)           10,061
  General and administrative                        12,068                                                12,068
  Depreciation                                         247                                                   247
  Amortization of intangible assets                  4,251                                                 4,251
  Loss on forgiveness of related party
     receivable                                      1,404                                                 1,404
                                           --------------------------------------------------------------------------
      Total operating expenses                      30,571                47            (2,587)           28,031
                                           --------------------------------------------------------------------------

      Operating income                              12,234             1,282                --            13,516
                                           --------------------------------------------------------------------------

Other income (expense)
  Interest income                                       38                                                    38
  Interest expense                                  (8,195)                                               (8,195)
                                           ------------------- ----------------- ---------------- -------------------
      Total other income (expense)                  (8,157)               --                --            (8,157)
                                           --------------------------------------------------------------------------

      Income before provision for
        income taxes                                 4,077             1,282                               5,359

Provision for income taxes                           1,684               530                               2,214
                                           --------------------------------------------------------------------------
      Net income                             $       2,393       $       752       $        --      $      3,145
                                           ==========================================================================

</TABLE>


                                       17


<PAGE>


<TABLE>
<S>                                        <C>                 <C>              <C>               <C>

Consolidated Statements of Operations
                                                               Fiscal Year Ended March 31, 2003
                                                                         (Predecessor)
                                           --------------------------------------------------------------------------
                                               Previously          Revenue         Cooperative
(In thousands)                                  Reported         Recognition       Advertising       As Restated
                                           --------------------------------------------------------------------------

Revenues
  Net sales                                  $      76,048       $    (1,567)      $    (3,138)     $     71,343
  Other revenues                                       391                                                   391
                                           --------------------------------------------------------------------------
      Total revenues                                76,439            (1,567)           (3,138)           71,734

Cost of Sales
  Costs of sales                                    27,475              (458)                             27,017
                                           --------------------------------------------------------------------------
      Gross profit                                  48,964            (1,109)           (3,138)           44,717
                                           --------------------------------------------------------------------------

Operating Expenses
  Advertising and promotion                         14,274               (20)           (3,138)           11,116
  General and administrative                        12,075                                                12,075
  Depreciation                                         301                                                   301
  Amortization of intangible assets                  4,973                                                 4,973
                                           --------------------------------------------------------------------------
      Total operating expenses                      31,623               (20)           (3,138)           28,465
                                           --------------------------------------------------------------------------

      Operating income                              17,341            (1,089)               --            16,252
                                           --------------------------------------------------------------------------

Other income (expense)
  Interest income                                       59                                                    59
  Interest expense                                  (9,806)                                               (9,806)
  Loss on extinguishment of debt                      (685)                                                 (685)
                                           --------------------------------------------------------------------------
      Total other income (expense)                 (10,432)               --                --           (10,432)
                                           --------------------------------------------------------------------------

      Income before provision for
        income taxes                                 6,909            (1,089)                              5,820

Provision for income taxes                           3,902              (615)               --             3,287
                                           --------------------------------------------------------------------------
      Income from continuing operations
                                                     3,007              (474)                              2,533

Discontinued Operations
Loss from operations of discontinued
   Pecos reporting unit, net of tax
   benefit of $1,848                                (3,385)                                               (3,385)

Loss on disposal of Pecos reporting
   unit, net of income tax benefit of
   $1,233                                           (2,259)                                               (2,259)
                                           --------------------------------------------------------------------------

Loss before cumulative effect of change
   in accounting principle                          (2,637)             (474)               --            (3,111)

Cumulative effect of change in
   accounting principle, net of income
   tax benefit of $6,567                           (11,785)                                              (11,785)
                                           --------------------------------------------------------------------------

      Net loss                               $     (14,422)      $      (474)      $        --      $    (14,896)
                                           ==========================================================================
</TABLE>

                                       18
<PAGE>

<TABLE>
<S>                                                                       <C>                     <C>


Consolidated Balance Sheet
(In thousands)                                                                           June 30, 2005
                                                                          --------------------------------------------
                                                                             As Previously
Assets                                                                         Reported                As Restated
                                                                          --------------------     -------------------
Current assets
   Cash                                                                     $       13,945           $       13,945
   Accounts receivable                                                              32,489                   26,442
   Inventories                                                                      27,946                   30,589
   Deferred income tax assets                                                        6,965                    6,965
   Prepaid expenses and other current assets                                         4,039                    4,039
                                                                          --------------------     -------------------
Total current assets                                                                85,384                   81,980

Property and equipment                                                               2,043                    2,043
Goodwill                                                                           294,544                  294,731
Intangible assets                                                                  606,465                  606,465
Other long-term assets                                                              14,344                   14,344
                                                                          --------------------     -------------------

Total Assets                                                                $    1,002,780           $      999,563
                                                                          ====================     ===================

Liabilities and Shareholders' Equity
Current liabilities
   Accounts payable                                                           $      18,626            $      18,626
   Accrued liabilities                                                               10,705                    9,365
   Current portion of long-term debt                                                  3,730                    3,730
                                                                          --------------------     -------------------
Total current liabilities                                                            33,061                   31,721

Long-term debt                                                                      490,698                  490,698
Deferred income tax liabilities                                                      89,916                   89,916
                                                                          --------------------     -------------------

Total liabilities                                                                   613,675                  612,335
                                                                          --------------------     -------------------

Shareholders' Equity
Preferred stock - $0.01 par value
   Authorized - 5,000 shares
   Issued and outstanding - None                                                         --                       --
Common stock - $.01 par value
   Authorized - 250,000 shares
   Issued and outstanding - 50,000 shares                                               500                      500
Additional paid-in capital                                                          378,188                  378,188
Treasury stock - 2 shares at cost                                                        (4)                      (4)
Accumulated other comprehensive loss                                                   (365)                    (365)
Retained earnings                                                                    10,786                    8,909
                                                                          --------------------     -------------------
Total shareholders' equity                                                          389,105                  387,228
                                                                          --------------------     -------------------

Total Liabilities and Shareholders' Equity                                  $     1,002,780          $       999,563
                                                                          ====================     ===================

</TABLE>

                                       19
<PAGE>


<TABLE>
<S>                                                                       <C>                    <C>

Consolidated Balance Sheet
(In thousands)                                                                          March 31, 2005
                                                                          --------------------------------------------
                                                                             As Previously
Assets                                                                         Reported                As Restated
                                                                          --------------------     -------------------
Current assets
   Cash                                                                     $         5,334          $         5,334
   Accounts receivable                                                               43,893                   35,918
   Inventories                                                                       21,580                   24,833
   Deferred income tax assets                                                         5,699                    5,699
   Prepaid expenses and other current assets                                          3,152                    3,152
                                                                          --------------------     -------------------
Total current assets                                                                 79,658                   74,936

Property and equipment                                                                2,324                    2,324
Goodwill                                                                            294,544                  294,731
Intangible assets                                                                   608,613                  608,613
Other long-term assets                                                               15,996                   15,996
                                                                          --------------------     -------------------

Total Assets                                                                 $    1,001,135           $      996,600
                                                                          ====================     ===================

Liabilities and Shareholders' Equity
Current liabilities
   Accounts payable                                                         $        21,705          $        21,705
   Accrued liabilities                                                               13,472                   11,589
   Current portion of long-term debt                                                  3,730                    3,730
                                                                          --------------------     -------------------
Total current liabilities                                                            38,907                   37,024

Long-term debt                                                                      491,630                  491,630
Deferred income tax liabilities                                                      84,752                   85,899
                                                                          --------------------     -------------------

Total liabilities                                                                   615,289                  614,553
                                                                          --------------------     -------------------

Shareholders' Equity
Preferred stock - $0.01 par value
   Authorized - 5,000 shares
   Issued and outstanding - None                                                         --                       --
Common stock - $.01 par value
   Authorized - 250,000 shares
   Issued and outstanding - 50,000 shares                                               500                      500
Additional paid-in capital                                                          378,251                  378,251
Treasury stock - 2 shares at cost                                                        (4)                      (4)
Accumulated other comprehensive income                                                  320                      320
Retained earnings                                                                     6,779                    2,980
                                                                          --------------------     -------------------
Total shareholders' equity                                                          385,846                  382,047
                                                                          --------------------     -------------------

Total Liabilities and Shareholders' Equity                                  $     1,001,135          $       996,600
                                                                          ====================     ===================

</TABLE>

                                       20

<PAGE>


<TABLE>
<S>                                                                      <C>                     <C>

Consolidated Balance Sheet
(In thousands)                                                                          March 31, 2004
                                                                          --------------------------------------------
                                                                             As Previously
Assets                                                                         Reported               As Restated
                                                                          --------------------     -------------------
Current assets
   Cash                                                                     $         3,393          $         3,393
   Accounts receivable                                                               15,732                   13,369
   Inventories                                                                        9,748                   10,660
   Deferred income tax assets                                                         1,647                    1,647
   Prepaid expenses and other current assets                                            234                      234
                                                                          --------------------     -------------------
Total current assets                                                                 30,754                   29,303

Property and equipment                                                                  880                      880
Goodwill                                                                             55,594                   55,781
Intangible assets                                                                   236,611                  236,611
Other long-term assets                                                                2,783                    2,783
                                                                          --------------------     -------------------

Total Assets                                                                 $      326,622           $      325,358
                                                                          ====================     ===================

Liabilities and Members' Equity
Current liabilities
   Accounts payable                                                         $         5,281          $         5,281
   Accrued liabilities                                                                7,264                    6,561
   Current portion of long-term debt                                                  2,000                    2,000
                                                                          --------------------     -------------------
Total current liabilities                                                            14,545                   13,842

Long-term debt                                                                      146,694                  146,694
Deferred income tax liabilities                                                      38,874                   38,874
                                                                          --------------------     -------------------

Total liabilities                                                                   200,113                  199,410
                                                                          --------------------     -------------------

Members' Equity
Senior Preferred Units - 23 units issued and outstanding                             17,768                   17,768
Class B Preferred Units - 107 units issued and outstanding                           96,807                   96,807
Common Units - 57,902 units issued and outstanding                                    5,273                    5,273
Additional paid-in capital                                                            4,871                    4,871
Retained earnings                                                                     1,790                    1,229
                                                                          --------------------     -------------------
Total members' equity                                                               126,509                  125,948
                                                                          --------------------     -------------------

Total Liabilities and Members' Equity                                       $       326,622          $       325,358
                                                                          ====================     ===================
</TABLE>

In  addition,  the  consolidated  statements  of cash flows for all periods
noted  above will be  restated  to reflect  the change in net income or loss and
accounts receivable, inventory, accrued liabilities and deferred income taxes as
discussed  above. The restatements did not affect net cash flows from operating,
investing or financing activities as previously reported.

                                       21

<PAGE>


3.   Accounts Receivable

The components of accounts receivable consist of the following (in thousands):
<TABLE>
<S>                                                                           <C>                    <C>

                                                                              September 30, 2005     March 31, 2005
                                                                              -------------------    -----------------
                                                                                                        (Restated)

         Accounts receivable                                                      $    33,992            $    36,985
         Other receivables                                                                867                    835
                                                                              -------------------    -----------------
                                                                                       34,859                 37,820
         Less allowances for discounts, returns and
              uncollectible accounts                                                   (2,307)                (1,902)
                                                                              -------------------    -----------------

                                                                                  $    32,552            $    35,918
                                                                              ===================    =================


4.   Inventories

Inventories consist of the following (in thousands):
                                                                              September 30, 2005        March 31, 2005
                                                                              -------------------    -----------------
                                                                                                        (Restated)

         Packaging and raw materials                                              $     4,132            $     3,587
         Finished goods                                                                28,755                 21,246
                                                                              -------------------    -----------------

                                                                                  $    32,887            $    24,833
                                                                              ===================    =================

Inventories  are shown net of allowances for obsolete and slow moving  inventory
of $0.9  million and $1.5  million at  September  30,  2005 and March 31,  2005,
respectively.


5.   Property and Equipment

Property and equipment consist of the following (in thousands):
                                                                              September 30, 2005     March 31, 2005
                                                                              -------------------    ----------------

         Machinery                                                                $     2,860            $     2,828
         Computer equipment                                                               811                    771
         Furniture and fixtures                                                           573                    515
         Leasehold improvements                                                           340                    173
                                                                              -------------------    ----------------
                                                                                        4,584                  4,287

         Accumulated depreciation                                                      (2,937)                (1,963)
                                                                              -------------------    ----------------

                                                                                  $     1,647            $     2,324
                                                                              ===================    ================
</TABLE>
                                       22


<PAGE>



6.   Intangible Assets

Intangible assets consist of the following (in thousands):
<TABLE>
<S>                                                    <C>                   <C>                     <C>
                                                                             September 30, 2005
                                                        --------------------------------------------------------------
                                                              Gross              Accumulated               Net
                                                              Amount             Amortization             Amount
                                                        -------------------   -------------------    -----------------

         Indefinite lived trademarks                      $     522,346         $        --            $   522,346
                                                        -------------------   -------------------    -----------------

         Amortizable intangible assets
              Trademarks                                         94,900               (13,056)              81,844
              Non-compete agreement                                 158                   (32)                 126
                                                        -------------------   -------------------    -----------------
                                                                 95,058               (13,088)              81,970
                                                        -------------------   -------------------    -----------------

                                                            $   617,404           $   (13,088)         $   604,316
                                                        ===================   ===================    =================


                                                                               March 31, 2005
                                                        --------------------------------------------------------------
                                                              Gross              Accumulated               Net
                                                              Amount             Amortization             Amount
                                                        -------------------   -------------------    -----------------

         Indefinite lived trademarks                        $   522,346           $        --          $   522,346
                                                        -------------------   -------------------    -----------------

         Amortizable intangible assets
              Trademarks                                         94,900                (8,775)              86,125
              Non-compete agreement                                 158                   (16)                 142
                                                        -------------------   -------------------    -----------------
                                                                 95,058                (8,791)              86,267
                                                        -------------------   -------------------    -----------------

                                                            $   617,404           $    (8,791)         $   608,613
                                                        ===================   ===================    =================

At September  30, 2005,  intangible  assets are expected to be amortized  over a
period of five to 30 years as follows (in thousands):

Twelve Months Ending September 30
     2006                                                                       $       8,592
     2007                                                                               8,592
     2008                                                                               8,592
     2009                                                                               8,592
     2010                                                                               7,168
     Thereafter                                                                        40,434
                                                                              -------------------

                                                                                $      81,970
                                                                              ===================
</TABLE>

                                       23


<PAGE>


7.   Long-Term Debt

<TABLE>
<S>                                                                                  <C>                    <C>

Long-term debt consists of the following (in thousands):                             September 30, 2005        March 31, 2005
                                                                                     -------------------    -----------------

     Senior  revolving  credit facility  ("Revolving  Credit  Facility"),  which
     expires on April 6, 2009,  is  available  for maximum  borrowings  of up to
     $60.0  million.  The  Revolving  Credit  Facility  bears  interest  at  the
     Company's  option at either the prime rate plus a variable  margin or LIBOR
     plus a variable margin.  The variable margin ranges from 0.75% to 2.50% and
     at September 30, 2005, the interest rate on the Revolving  Credit  Facility
     was  8.0%  per  annum.  The  Company  is also  required  to pay a  variable
     commitment fee on the unused portion of the Revolving Credit  Facility.  At
     September 30, 2005,  the  commitment  fee was 0.50% of the unused line. The
     Revolving Credit Facility is  collateralized  by  substantially  all of the
     Company's assets.                                                                  $        --            $        --

     Senior secured term loan facility,  ("Tranche B Term Loan Facility")  bears
     interest at the  Company's  option at either the prime rate or LIBOR plus a
     variable  margin of 2.25%.  At  September  30, 2005,  the weighted  average
     applicable  interest  rate on the Tranche B Term Loan  Facility  was 6.28%.
     Principal payments of $933 and interest are payable quarterly.  In February
     2005,  the Tranche B Term Loan  Facility was amended to increase the amount
     available  thereunder  by  $200.0  million,  all of which is  available  at
     September 30, 2005.  Current amounts  outstanding  under the Tranche B Term
     Loan Facility mature on April 6, 2011, while amounts  borrowed  pursuant to
     the  amendment  will  mature on October 6,  2011.  The  Tranche B Term Loan
     Facility is collateralized by substantially all of the Company's assets.                 367,495                369,360

     Senior  Subordinated  Notes  ("Senior  Notes") that bear  interest at 9.25%
     which is payable on April 15th and  October  15th of each year.  The Senior
     Notes mature on April 15, 2012; however, the Company may redeem some or all
     of the Senior  Notes on or prior to April 15,  2008 at a  redemption  price
     equal to 100%, plus a make-whole premium, and on or after April 15, 2008 at
     redemption  prices set forth in the  indenture  governing the Senior Notes.
     The  Senior  Notes  are  unconditionally   guaranteed  by  Prestige  Brands
     International,  LLC ("Prestige International"),  a wholly owned subsidiary,
     and  Prestige  International's  wholly owned  subsidiaries  (other than the
     issuer).  Each of these  guarantees  is joint  and  several.  There  are no
     significant  restrictions on the ability of any of the guarantors to obtain
     funds from their subsidiaries.                                                           126,000                126,000
                                                                                      -------------------    -----------------

                                                                                              493,495                495,360
     Current portion of long-term debt                                                         (3,730)                (3,730)
                                                                                      -------------------    -----------------

                                                                                          $   489,765            $   491,630
                                                                                      ===================    =================
</TABLE>

                                       24
<PAGE>


The Revolving Credit Facility and the Tranche B Term Loan Facility (together the
"Senior  Credit  Facility")  contain  various  financial  covenants,   including
provisions  that  require  the  Company to  maintain  certain  leverage  ratios,
interest  coverage ratios and fixed charge coverage  ratios.  Additionally,  the
Senior  Credit  Facility  contains  provisions  that  restrict  the Company from
undertaking   specified   corporate   actions,   such  as  asset   dispositions,
acquisitions, dividend payments, changes of control, incurrence of indebtedness,
creation  of  liens  and  transactions  with  affiliates.  The  Company  was  in
compliance with its financial and restrictive  covenants under the Senior Credit
Facility at September 30, 2005.

Future  principal  payments  required in accordance with the terms of the Senior
Credit Facility and the Senior Notes are as follows (in thousands):

<TABLE>
<S>                                                                        <C>


Twelve Months Ending September 30
     2006                                                                       $       3,730
     2007                                                                               3,730
     2008                                                                               3,730
     2009                                                                               3,730
     2010                                                                               3,730
     Thereafter                                                                       474,845
                                                                              -------------------

                                                                                $     493,495
                                                                              ===================
</TABLE>



The Company  entered  into a 5%  interest  rate cap  agreement  with a financial
institution  to mitigate the impact of changing  interest  rates.  The agreement
provides for a notional amount of $20.0 million and terminates in June 2006. The
Company also entered into interest rate cap  agreements  with another  financial
institution  that became  effective  on August 30, 2005,  with a total  notional
amount of  $180.0  million  and cap  rates  ranging  from  3.25% to  3.75%.  The
agreements  terminate on May 30, 2006, 2007 and 2008 as to $50.0 million,  $80.0
million  and $50.0  million,  respectively.  The Company is  accounting  for the
interest rate cap agreements as cash flow hedges. The fair value of the interest
rate cap agreements was $2.6 million at September 30, 2005.


8.   Shareholders' Equity

In connection  with the Company's  IPO, the Board of Directors  adopted the 2005
Long-Term  Equity  Incentive Plan ("the Plan").  The Plan provides for grants of
stock options,  restricted stock,  restricted stock units,  deferred stock units
and other equity-based  awards.  Directors,  officers and other employees of the
Company and its  subsidiaries,  as well as others  performing  services  for the
Company,  are eligible for grants under the Plan. At September  30, 2005,  there
were 4.9 million shares available for issuance under the Plan.

Pursuant to the provisions of the Plan, on July 29, 2005,  each of the Company's
four  independent  members of the Board of Directors  received an award of 6,222
shares of common stock in  connection  with  Company's  directors'  compensation
arrangements.  Of such  amount,  1,778  shares  represent  a  one-time  grant of
unrestricted  shares,  while the  remaining  4,444 shares  represent  restricted
shares that vest over a two year period.

On August 4, 2005,  Frank  Palantoni  joined the Company as President  and Chief
Operating Officer. In connection  therewith,  the Board of Directors granted Mr.
Palantoni  30,888 shares of  restricted  common stock and options to purchase an
additional  61,776  shares of common  stock at an  exercise  price of $12.95 per
share. The options vest over a period of five years while the restricted  shares
will  vest   contingent   upon  the  attainment  of  certain   performance-based
benchmarks.

                                       25
<PAGE>


In September 2005, the Company  repurchased  13,000 shares of restricted  common
stock from former  employees  pursuant to the provisions of the various employee
stock purchase  agreements.  The average  purchase price of the shares was $1.70
per share.


9.   Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per
share (in thousands):
<TABLE>
<S>                                      <C>                <C>                    <C>              <C>


                                                  Three Months Ended                        Six Months Ended
                                                     September 30                             September 30
                                         --------------------------------------    -----------------------------------
                                                2005               2004                 2005              2004
                                         --------------------------------------    -----------------------------------
                                                                (Restated)                             (Restated)
Numerator
Net income (loss) available to member
     and common shareholders
                                            $      7,374       $       6,075          $    13,303     $     (4,635)
                                         ======================================    ===================================

Denominator
Denominator for basic earnings per
   share - weighted average shares
                                                  48,791              24,615               48,757           24,563

Dilutive effect of unvested restricted
   common stock issued to employee and
   directors                                       1,158               1,897                1,175               --
                                         --------------------------------------    -----------------------------------

Denominator for diluted earnings per
   share                                          49,949              26,512               49,932           24,563
                                         ======================================    ===================================

Earnings per Common Share:
   Basic                                    $       0.15       $        0.25          $     0.27      $      (0.19)
                                         ======================================    ===================================

   Diluted                                  $       0.15       $        0.23          $     0.27      $      (0.19)
                                         =================== ==================    ================ ==================

</TABLE>


Outstanding  employee stock options to purchase an aggregate of 61,776 shares of
common  stock at  September  30, 2005 were not  included in the  computation  of
diluted  earnings per share  because their  exercise  price was greater than the
average market price of the common stock, and therefore,  would be antidilutive.
At September 30, 2005,  1.1 million  restricted  shares issued to management and
employees are unvested.


10.  Related Party Transactions

The Company had entered in an agreement  with an affiliate of GTCR Golder Rauner
II, LLC ("GTCR"), a private equity firm and an investor in the Company,  whereby
the GTCR  affiliate  was to provide  management  and  advisory  services  to the
Company for an aggregate annual compensation of $4.0 million.  The agreement was
terminated in February 2005.  During the three month and six month periods ended
September 30, 2004,  the Company paid the affiliate of GTCR a management  fee of
$0.9 million and $1.9 million, respectively.

                                       26


<PAGE>


11.  Income Taxes

Income taxes are recorded in the Company's quarterly  financial  statements
based on the Company's estimated annual effective income tax rate. The effective
rates used in the calculation of income taxes were 39.3% and 38.0% for the three
month periods ended September 30, 2005 and 2004, respectively. For the six month
periods ended  September  30, 2005 and 2004,  the effective tax rates were 39.3%
and 43.6%,  respectively.  The increase in the  effective tax rate for the three
month period ended September 30, 2005 results from the increase in the Company's
graduated  federal  income tax rate from 34% to 35%, due to the formation of the
Company in February 2005 and the election to file a consolidated  federal income
tax return.  The difference in the effective tax rates for the six month periods
ended  September 30, 2005 and 2004 results  primarily  from the  computation  of
taxes on a separate  company  basis during the six month period ended  September
30, 2004.


12.  Commitments and Contingencies

In July 2002,  the  Company  entered  into a ten year  manufacturing  and supply
agreement with an unrelated  company.  Pursuant to this  agreement,  the Company
agreed to purchase certain minimum  quantities of product over the initial three
years of the  agreement  or to pay  liquidated  damages of up to  $360,000.  The
Company  had  recorded  a  liability  of  $308,000  at  March  31,  2005,  which
represented its estimate of the probable liquidated  damages.  Such estimate was
based on historical and expected purchases during the initial three years of the
agreement. The Company settled this obligation in August 2005 for an amount
slightly in excess of its recorded liability.

In June 2003, Dr. Jason Theodosakis  filed a lawsuit,  Theodosakis v. Walgreens,
et al., in Federal District Court in Arizona, alleging that two of the Company's
subsidiaries,  Medtech  Products  and  Pecos  Pharmaceutical,  as well as  other
unrelated  parties,  infringed  the trade dress of two of his  published  books.
Specifically, Dr. Theodosakis published "The Arthritis Cure" and "Maximizing the
Arthritis  Cure"  regarding the use of dietary  supplements  to treat  arthritis
patients. Dr. Theodosakis alleged that his books have a distinctive trade dress,
or cover  layout,  design,  color  and  typeface,  and those  products  that the
defendants sold under the ARTHx trademarks  infringed the books' trade dress and
constituted  unfair  competition and false designation of origin.  Additionally,
Dr.  Theodosakis  alleged that the  defendants  made false  endorsements  of the
products by referencing  his books on the product  packaging and that the use of
his name, books and trade dress invaded his right to publicity. The Company sold
the  ARTHx  trademarks,  goodwill  and  inventory  to a  third  party,  Contract
Pharmacal Corporation, in March 2003. On January 12, 2005, the court granted the
Company's motion for summary judgment and dismissed all claims against Pecos and
Medtech. The plaintiff has filed an appeal in the U.S. Court of Appeals which is
pending.

On January 3, 2005,  the  Company  was served  with  process by its former  lead
counsel in the Theodosakis  litigation seeking $679,000 plus interest.  The case
was filed in the Supreme Court of New York and is styled as Dickstein Shapiro et
al v. Medtech  Products,  Inc. In February 2005, the plaintiffs filed an amended
complaint naming the Pecos Pharmaceutical Company as defendant.  The Company has
answered and filed a counterclaim against Dickstein and also filed a third party
complaint  against  the  Lexington  Insurance  Company,  the  Company's  product
liability  carrier.  The Company believes that if there is any obligation to the
Dickstein firm relating to this matter, it is an obligation of Lexington and not
the Company.

On May 9, 2005,  the  Company  was served  with a  complaint  in a class  action
lawsuit filed in Essex County, Massachusetts,  styled as Dawn Thompson v. Wyeth,
Inc.  relating to the Company's  Little Remedies  pediatric cough products.  The
Company  is  one  of  several   corporate   defendants,   all  of  whom   market
over-the-counter  cough syrup products for pediatric use. The complaint  alleges
that the ingredient  dextromethorphan is no more effective than a placebo. There
is no allegation of physical injury caused by the product or the ingredient.  In
June 2005, the Company was served in a second class action  complaint  involving
dextromethorphan.  The second case,  styled Tina Yescavage v. Wyeth was filed in
Lee County Florida and similarly  involves multiple corporate  defendants.  Both
the Thompson and Yescavage suits were dismissed in September 2005.

                                       27
<PAGE>


The  Company and certain of its  officers  and  directors  are  defendants  in a
consolidated putative securities class action lawsuit filed in the United States
District Court for the Southern District of New York (he "Consolidated Action").
The first of the six consolidated cases was filed on August 3, 2005.  Plaintiffs
purport to represent a class of shareholders of the Company who purchased shares
between  February  9,  2005  through  July 27,  2005.  Plaintiffs  also  name as
defendants  the  underwriters  in the Company's  initial  public  offering and a
private equity fund that was a selling shareholder in the offering.

The various  complaints  on file in the  Consolidated  Action  collectively
include claims under Sections 11, 12(a)(2), and 15 of the Securities Act of 1933
and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. Plaintiff's
generally  allege  that the  Company  issued a series  of  materially  false and
misleading  statements  in  connection  with its  initial  public  offering  and
thereafter  by failing to  disclose  that  demand for  certain of the  Company's
products was  declining  and that the Company was  planning to withdraw  several
products from the market.  Plaintiffs seek an unspecified amount of damages. The
district  court  has  appointed  a  Lead  Plaintiff  and  ordered  it to  file a
consolidated  complaint by December 5, 2005. The Company's  management  believes
the allegations to be unfounded, will vigorously pursue its defenses, and cannot
reasonably estimate the potential range of loss, if any.

On  September  6,  2005,  another  putative   securities  class  action  lawsuit
substantially  similar to the  Consolidated  Action was filed  against  the same
defendants in the Circuit Court of Cook County, Illinois (the "Chicago Action").
In light of the  first-filed  Consolidated  Action,  proceedings  in the Chicago
Action have been stayed  until a ruling on  defendants'  anticipated  motions to
dismiss the  consolidated  complaint in the Consolidated  Action.  The Company's
management  believes the allegations to be unfounded and will vigorously  pursue
its defenses, and cannot reasonably estimate the potential range of loss, if
any.

The  Company is also  involved  from time to time in routine  legal  matters and
other  claims   incidental  to  its  business.   When  it  appears  probable  in
management's  judgment  that the Company  will incur  monetary  damages or other
costs in  connection  with such  claims and  proceedings,  and such costs can be
reasonably  estimated,  liabilities are recorded in the financial statements and
charges are recorded  against  earnings.  The Company believes the resolution of
such routine matters and other incidental  claims,  taking into account reserves
and  insurance,  will  not  have a  material  adverse  effect  on its  financial
condition or results of operation.


13.  Concentrations of Risk

The  Company's  sales  are   concentrated  in  the  areas  of   over-the-counter
pharmaceutical products, personal care products and household cleaning products.
The Company sells its products to mass  merchandisers,  food and drug  accounts,
and  dollar  and club  stores.  During  the three and six  month  periods  ended
September  30,  2005,  approximately  65.0%  and  63.4%,  respectively,  of  the
Company's  total sales were  derived from its four major brands while during the
three and six month periods ended  September 30, 2004,  approximately  66.9% and
64.5%,  respectively,  of the Company's total sales were derived from these four
brands.  During  the three and six  month  periods  ended  September  30,  2005,
approximately  22.3% and 23.2%,  respectively,  of the  Company's net sales were
made to one  customer,  while  during  the  three and six  month  periods  ended
September  30,  2004,  26.8% and 26.3% of net sales  were to this  customer.  At
September 30, 2005,  approximately 19.6% of accounts receivable were owed by one
customer.

The Company  manages  product  distribution  in the  continental  United  States
through a main distribution center in St. Louis, Missouri. A serious disruption,
such as a flood or fire,  to the  main  distribution  center  could  damage  the
Company's  inventory  and could  materially  impair  the  Company's  ability  to
distribute its products to customers in a timely manner or at a reasonable cost.
The Company could incur  significantly  higher costs and experience  longer lead
times  associated with the  distribution of its products to its customers during
the time that it takes the Company to reopen or replace its distribution center.
As a result,  any such  disruption  could have a material  adverse effect on the
Company's sales and profitability.

                                       28
<PAGE>

14.  Business Segments

Segment information has been prepared in accordance with FASB Statement No. 131,
"Disclosures  about  Segments of an  Enterprise  and Related  Information."  The
Company's  operating  segments are based on its product lines and consist of (i)
Over-the-Counter  Drugs,  (ii)  Personal  Care  and  (iii)  Household  Cleaning.
Accordingly,  within each  reportable  segment are operations  that have similar
economic  characteristics,  including the nature of their  products,  production
process, type of customer and method of distribution.

There  were no  inter-segment  sales  or  transfers  during  the  periods  ended
September  30,  2005 and 2004.  The Company  evaluates  the  performance  of its
product lines and allocates  resources to them based  primarily on  contribution
margin.  The table below summarizes  information  about reportable  segments (in
thousands).

<TABLE>
<S>                                      <C>                 <C>                 <C>                 <C>

                                                               Quarter Ended September 30, 2005
                                         ------------------------------------------------------------------------------
                                          Over-the-Counter      Personal            Household
                                               Drug               Care               Cleaning            Consolidated
                                         ----------------    ----------------    ------------------    ----------------

Net sales                                $     40,759           $   7,332           $    25,229         $       73,320
Other revenues                                                                               25                     25
                                         ----------------    ----------------    ------------------    ----------------

Total revenues                                 40,759               7,332                25,254                 73,345
Cost of sales                                  15,558               4,456                15,535                 35,549
                                         ----------------    ----------------    ------------------    ----------------

Gross profit                                   25,201               2,876                 9,719                 37,796
Advertising and promotion                       7,127               1,350                 1,740                 10,217
                                         ----------------    ----------------    ------------------    ----------------

Contribution margin                      $     18,074           $   1,526           $     7,979                 27,579
                                         ================    ================    ==================
Other operating expenses                                                                                         6,752
                                                                                                       ----------------

Operating income                                                                                                20,827
Other income (expense)                                                                                          (8,671)
Provision for income taxes                                                                                      (4,782)
                                                                                                       ----------------

Net income                                                                                              $        7,374
                                                                                                       ================

</TABLE>
                                       29

<PAGE>

<TABLE>
<S>                                      <C>                 <C>                 <C>                   <C>

                                                                  Six Months Ended September 30, 2005
                                         ------------------------------------------------------------------------------
                                         Over-the-Counter       Personal            Household
                                               Drug               Care               Cleaning           Consolidated
                                         ----------------    ----------------    ------------------    ----------------

Net sales                                 $    74,148           $  14,588           $    48,012         $   136,748
Other revenues                                                                               50                  50
                                         ----------------    ----------------    ------------------    ----------------

Total revenues                                 74,148              14,588                48,062             136,798
Cost of sales                                  27,223               8,353                28,922              64,498
                                         ----------------    ----------------    ------------------    ----------------

Gross profit                                   46,925               6,235                19,140              72,300
Advertising and promotion                      13,266               2,146                 3,510              18,922
                                         ----------------    ----------------    ------------------    ----------------

Contribution margin                       $    33,659           $   4,089           $    15,630              53,378
                                         ================    ================    ==================
Other operating expenses                                                                                     14,294
                                                                                                       ----------------

Operating income                                                                                             39,084
Other income (expense)                                                                                      (17,181)
Provision for income taxes                                                                                   (8,600)
                                                                                                       ----------------

Net income                                                                                              $    13,303
                                                                                                       ================
</TABLE>


<TABLE>
<S>                                      <C>                <C>                  <C>                 <C>

                                                               Quarter Ended September 30, 2004
                                                                          (Restated)
                                         ------------------------------------------------------------------------------
                                          Over-the-Counter      Personal            Household
                                               Drug               Care               Cleaning           Consolidated
                                         ----------------    ----------------    ------------------    ----------------

Net sales                                   $  42,707           $   9,678           $    27,547         $    79,932
Other revenues                                                                               26                  26
                                         ----------------    ----------------    ------------------    ----------------

Total revenues                                 42,707               9,678                27,573              79,958
Cost of sales                                  16,365               4,888                16,688              37,941
                                         ----------------    ----------------    ------------------    ----------------

Gross profit                                   26,342               4,790                10,885              42,017
Advertising and promotion                      5,798                1,500                 1,151               8,449
                                         ----------------    ----------------    ------------------    ----------------

Contribution margin                         $  20,544           $   3,290           $     9,734              33,568
                                         ================    ================    ==================
Other operating expenses                                                                                      6,756
                                                                                                       ----------------

Operating income                                                                                             26,812
Other income (expense)                                                                                      (10,834)
Provision for income taxes                                                                                   (6,076)
                                                                                                       ----------------

Net Income                                                                                              $     9,902
                                                                                                       ================
</TABLE>
                                       30
<PAGE>



<TABLE>
<S>                                      <C>                  <C>                 <C>                 <C>

                                                              Six Months Ended September 30, 2004
                                                                          (Restated)
                                         ------------------------------------------------------------------------------
                                         Over-the-Counter       Personal            Household
                                               Drug               Care               Cleaning           Consolidated
                                         ----------------    ----------------    ------------------    ----------------

Net sales                                 $    72,102           $  16,982           $    49,528        $    138,612
Other revenues                                                                              101                 101
                                         ----------------    ----------------    ------------------    ----------------

Total revenues                                 72,102              16,982                49,629             138,713
Cost of sales                                  29,530               9,119                32,430              71,079
                                         ----------------    ----------------    ------------------    ----------------

Gross profit                                   42,572               7,863                17,199              67,634
Advertising and promotion                      12,351               3,417                 3,466              19,234
                                         ----------------    ----------------    ------------------    ----------------

Contribution margin                       $    30,221           $   4,446           $    13,733              48,400
                                         ================    ================    ==================
Other operating expenses                                                                                     13,966
                                                                                                       ----------------

Operating income                                                                                             34,434
Other income (expense)                                                                                      (29,450)
Provision for income taxes                                                                                   (2,173)
                                                                                                       ----------------

Net income                                                                                              $     2,811
                                                                                                       ================
</TABLE>


During the six month periods  ended  September  2005 and 2004,  97.9% and 97.8%,
respectively,  of sales were made to customers in the United  States and Canada.
No individual  geographical area accounted for more than 10% of net sales in any
of the periods  presented.  At September 30, 2005 and 2004, all of the Company's
long-term  assets were located in the United States of America and have not been
allocated between segments.


16.  Subsequent Events

Effective October 1, 2005, the Company authorized the issuance of 123,377 shares
of  restricted  stock with a fair market value of $12.32 per share,  the closing
price of the Company's common stock on September 30, 2005, to employees.  In the
event that an employee  terminates his or her employment  with the Company prior
to October 1, 2008, the vesting date, the shares will be forfeited.

On November 2, 2005, the Company completed the previously announced  acquisition
of the Chore Boy line of household cleaning products from Reckett Beckiser, Inc.
and Reckett Benckiser (Canada) for aggregate consideration of $22.3 million.

On  November  9, 2005,  the  Company  completed  the  acquisition  of all of the
outstanding  membership  interests  of  Dental  Concepts,  LLC,  a  marketer  of
therapeutic  oral care products.  The purchase price of $30.6 million was funded
through the Company's existing bank lines of credit.

                                       31
<PAGE>


                       Prestige Brands International, LLC
                           Consolidated Balance Sheets
                                   (Unaudited)

<TABLE>
<S>                                                                   <C>                       <C>

(In thousands)
                                                                       September 30, 2005          March 31, 2005
                                                                      ---------------------     ----------------------
Assets                                                                                               (Restated)
Current assets
   Cash                                                                 $       27,585           $            5,334
   Accounts receivable                                                          32,552                       35,918
   Inventories                                                                  32,887                       24,833
   Deferred income tax assets                                                    6,682                        5,699
   Prepaid expenses and other current assets                                     3,256                        3,152
                                                                      ---------------------     ----------------------
Total current assets                                                           102,962                       74,936

Property and equipment                                                           1,647                        2,324
Goodwill                                                                       294,731                      294,731
Intangible assets                                                              604,316                      608,613
Other long-term assets                                                          14,718                       15,996
                                                                      ---------------------     ----------------------

Total Assets                                                           $     1,018,374           $          996,600
                                                                      =====================     ======================

Liabilities and Members' Equity
Current liabilities
   Accounts payable                                                    $         22,725          $           21,705
   Accrued liabilities                                                           12,110                      11,589
   Current portion of long-term debt                                              3,730                       3,730
                                                                      ---------------------     ----------------------
Total current liabilities                                                        38,565                      37,024

Long-term debt                                                                  489,765                     491,630
Deferred income tax liabilities                                                  94,759                      85,899
                                                                      ---------------------     ----------------------

Total liabilities                                                               623,089                     614,553
                                                                      ---------------------     ----------------------

Commitments and Contingencies - Note 11

Members' Equity
Contributed capital - Prestige Holdings                                         370,303                     370,277
Accumulated other comprehensive income                                              229                         320
Retained earnings                                                                24,753                      11,450
                                                                      ---------------------     ----------------------
   Total members' equity                                                        395,285                     382,047
                                                                      ---------------------     ----------------------

Total liabilities and members' equity                                  $      1,018,374          $          996,600
                                                                      =====================     ======================
</TABLE>


See accompanying notes.

                                       32

<PAGE>


                       Prestige Brands International, LLC
                      Consolidated Statements of Operations
                                   (Unaudited)


<TABLE>
<S>                                              <C>                 <C>                 <C>                  <C>

                                                             Three Months                               Six Months
                                                          Ended September 30                        Ended September 30
                                                 --------------------------------------   ---------------------------------------
(In thousands)                                          2005                2004                2005                 2004
                                                 -------------------   ----------------   -----------------   -------------------
                                                                         (Restated)                              (Restated)
Revenues
  Net sales                                        $      73,320         $     79,932       $     136,748       $     138,612

  Other revenues                                              25                   26                  50                 101
                                                 -------------------   ----------------   -----------------   -------------------
      Total revenues                                      73,345               79,958             136,798             138,713
                                                 -------------------   ----------------   -----------------   -------------------

Cost of Sales
  Costs of sales                                          35,549               37,941              64,498              71,079
                                                 -------------------   ----------------   -----------------   -------------------
      Gross profit                                        37,796               42,017              72,300              67,634
                                                 -------------------   ----------------   -----------------   -------------------

Operating Expenses
  Advertising and promotion                               10,217                8,449              18,922              19,234
  General and administrative                               4,117                4,502               9,028               9,423
  Depreciation                                               487                  452                 970                 938
  Amortization of intangible assets                        2,148                1,802               4,296               3,605
                                                 -------------------   ----------------   -----------------   -------------------
      Total operating expenses                            16,969               15,205              33,216              33,200
                                                 -------------------   ----------------   -----------------   -------------------

      Operating income                                    20,827               26,812              39,084              34,434
                                                 -------------------   ----------------   -----------------   -------------------

Other income (expense)
  Interest income                                            226                   59                 307                  87
  Interest expense                                        (8,897)             (10,893)            (17,488)            (21,970)
  Loss on extinguishment of debt                              --                   --                  --              (7,567)
                                                 -------------------   ----------------   -----------------   -------------------
      Total other income (expense)                        (8,671)             (10,834)            (17,181)            (29,450)
                                                 -------------------   ----------------   -----------------   -------------------

      Income before provision for
        income taxes                                      12,156               15,978              21,903               4,984

Provision for income taxes                                 4,782                6,076               8,600               2,173
                                                 -------------------   ----------------   -----------------   -------------------
      Net income                                   $       7,374          $     9,902      $       13,303       $       2,811
                                                 ===================   ================   =================   ===================
</TABLE>


See accompanying notes.

                                       33
<PAGE>


                       Prestige Brands International, LLC
              Consolidated Statement of Changes in Members' Equity
                            and Comprehensive Income
                       Six Months Ended September 30, 2005
                                   (Unaudited)

<TABLE>
<S>                                             <C>                <C>               <C>              <C>


                                                 Contributed       Accumulated
                                                   Capital            Other
                                                  Prestige        Comprehensive        Retained
                                                  Holdings            Income           Earnings           Totals
                                               --------------    ----------------    -------------    ---------------
(In thousands)
Balances - March 31, 2005 (Restated)             $   370,277       $       320       $  11,450       $    382,047

Additional costs associated with capital
  contributions from Prestige Brands Holdings            (63)                                                 (63)

Capital contributions from Prestige Brands
  Holdings in connection with compensation
  of officers and directors                              110                                                   110

Repurchase of equity units                               (21)                                                  (21)

Components of comprehensive income
   Net income for the period                                                             13,303             13,303
   Unrealized loss on interest rate cap, net
     of tax benefit of $116                                               (91)                                 (91)
                                                                                                      ---------------
Total Comprehensive Income                                                                                  13,212
                                               --------------    ----------------    -------------    ---------------

Balances - September 30, 2005                     $   370,303       $     229         $   24,753        $   395,285
                                               ==============    ================    =============    ===============
</TABLE>


See accompanying notes.

                                       34
<PAGE>


                       Prestige Brands International, LLC
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<S>                                                                          <C>                  <C>


(In thousands)                                                                    Six Months Ended September 30
                                                                             ----------------------------------------
                                                                                   2005                  2004
                                                                             ------------------    ------------------
Operating Activities                                                                                  (Restated)
Net income                                                                      $    13,303          $     2,811
Adjustments  to  reconcile   net  income  to  net  cash  provided  by  operating
   activities:
     Depreciation and amortization                                                    5,271                4,543
     Deferred income taxes                                                            7,961                8,219
     Amortization of deferred financing costs                                         1,136                1,502
     Stock-based compensation                                                           110                   --
     Loss on extinguishment of debt                                                      --                7,567
     Changes in operating assets and liabilities, net of
       effects of purchases of businesses
       Accounts receivable                                                            3,366               (6,629)
       Inventories                                                                   (8,054)               5,268
       Prepaid expenses and other assets                                               (104)                 442
       Accounts payable                                                               1,020                3,127
       Account payable - related parties                                                 --                1,000
       Accrued expenses                                                                 521               (1,445)
                                                                             ------------------    ------------------
   Net cash provided by operating activities                                         24,530               26,405
                                                                             ------------------    ------------------


Investing Activities
Purchase of equipment                                                                  (297)                (143)
Purchase of business, net of cash acquired                                               --             (373,250)
                                                                             ------------------    ------------------
   Net cash used for investing activities                                              (297)            (373,393)
                                                                             ------------------    ------------------
Financing Activities
Proceeds from the issuance of notes                                                      --              668,512
Payment of deferred financing costs                                                     (33)             (22,922)
Repayment of notes                                                                   (1,865)            (331,673)
Proceeds from capital contributions                                                      --               58,487
Repayment of capital contributions                                                      (21)                  --
Additional costs associated with initial public offering                                (63)                  --
                                                                             ------------------    ------------------
   Net cash provided by (used for) financing activities                              (1,982)             372,404
                                                                             ------------------    ------------------

Increase in cash                                                                     22,251               25,416
Cash - beginning of period                                                            5,334                3,393
                                                                             ------------------    ------------------
Cash - end of period                                                            $    27,585          $    28,809
                                                                             ==================    ==================

Supplemental Cash Flow Information
Fair value of assets acquired, net of cash acquired                             $        --          $   602,774
Fair value of liabilities assumed                                                        --             (229,432)
Purchase price funded with non-cash contributions                                        --                  (92)
                                                                             ------------------    ------------------
Cash paid to purchase business                                                  $        --          $   373,250
                                                                             ==================    ==================

Interest paid                                                                   $    16,408          $    20,468
                                                                             ==================    ==================
Income taxes paid                                                               $       565          $       388
                                                                             ==================    ==================
</TABLE>


See accompanying notes.

                                       35
<PAGE>


                       Prestige Brands International, LLC
                   Notes to Consolidated Financial Statements



1.   Business and Basis of Presentation

Nature of Business
Prestige Brands International,  LLC, ("Prestige International" or the "Company")
is an indirect  wholly  owned  subsidiary  of  Prestige  Brands  Holdings,  Inc.
("Prestige  Holdings") and the indirect parent company of Prestige Brands, Inc.,
the issuer of the 9.25% senior  subordinated notes due 2012 ("Senior Notes") and
the borrower under the senior credit facility  consisting of a Revolving  Credit
Facility,  Tranche B Term  Loan  Facility  and a  Tranche  C Term Loan  Facility
(together the "Senior Credit  Facility").  Prestige  International  is a holding
company  with no assets or  operations  and is also the parent  guarantor of the
Senior Notes and Senior Credit Facility.  Prestige Holdings and its subsidiaries
are engaged in the marketing,  sales and distribution of over-the-counter  drug,
personal care and household cleaning brands to mass merchandisers,  drug stores,
supermarkets and club stores primarily in the United States.

Basis of Presentation
The  unaudited  consolidated  financial  statements  presented  herein have been
prepared in accordance with generally accepted accounting principles for interim
financial  reporting  and with the  instructions  to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  In the opinion of management,  the financial  statements
include all adjustments,  consisting only of normal  recurring  adjustments that
are  considered  necessary for a fair  presentation  of the Company's  financial
position,  results  of  operations  and  cash  flows  for the  interim  periods.
Operating  results for the three and six month periods ended  September 30, 2005
are not  necessarily  indicative  of results  that may be expected  for the year
ending March 31, 2006. This financial  information should be read in conjunction
with the  Company's  financial  statements  and notes  thereto  included  in the
Company's  Annual  Report on Form 10-K/A for the year ended March 31, 2005.  The
Company will file an amended Form 10-K/A to reflect the restatement of the prior
period financial statements (see Note 2) as soon as it is practicable.

Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements,  as well as the  reported  amounts of  revenues  and
expenses during the reporting period.  Although these estimates are based on the
Company's knowledge of current events and actions that the Company may undertake
in the future, actual results could differ from those estimates.

Cash and Cash Equivalents
The Company  considers all  short-term  deposits and  investments  with original
maturities of three months or less to be cash equivalents.  Substantially all of
the Company's cash is held by one bank located in Wyoming.  The Company does not
believe  that, as a result of this  concentration,  it is subject to any unusual
financial  risk  beyond the  normal  risk  associated  with  commercial  banking
relationships.

Accounts Receivable
The Company  extends  non-interest  bearing trade credit to its customers in the
ordinary  course of business.  To minimize credit risk,  ongoing  evaluations of
customers'  financial  condition  are  performed;  however,  collateral  is  not
required.  The Company maintains an allowance for doubtful accounts based on its
historical  collections  experience,  as well as its  evaluation  of current and
expected conditions and trends affecting its customers.

                                       36
<PAGE>


Sales Returns
The Company must make estimates of potential  future product  returns related to
current  period  sales.  In order to do this,  the Company  analyzes  historical
returns,  current economic trends,  changes in customer demand and acceptance of
the Company's  products when evaluating the adequacy of the Company's  allowance
for returns in any accounting  period.  If actual returns are greater than those
estimated by management,  the Company's  financial  statements in future periods
may be adversely affected.

Inventories
Inventories  are  stated  at the  lower  of  cost or fair  value  where  cost is
determined  by using the first-in,  first-out  method.  The Company  provides an
allowance for slow moving and obsolete inventory.

Property and Equipment
Property  and  equipment  are  stated  at cost  and are  depreciated  using  the
straight-line method based on the following estimated useful lives:

                                         Years
                                    --------------
         Machinery                         5
         Computer equipment                3
         Furniture and fixtures            7

Expenditures  for  maintenance  and repairs are charged to expense as  incurred.
When an  asset  is sold or  otherwise  disposed  of,  the  cost  and  associated
accumulated depreciation are removed from the accounts and the resulting gain or
loss is recognized in the consolidated statement of operations.

Property and equipment are reviewed for impairment whenever events or changes in
circumstances  indicate  that the  carrying  amount  of such  assets  may not be
recoverable.  An impairment  loss is  recognized  if the carrying  amount of the
asset exceeds its fair value.

Goodwill
The excess of the purchase  price over the fair market value of assets  acquired
and liabilities  assumed in acquisition  transactions is classified as goodwill.
In accordance with Financial  Accounting  Standards Board ("FASB")  Statement of
Financial  Accounting  Standards  ("Statement")  No.  142,  "Goodwill  and Other
Intangible  Assets,"  the  Company  does not  amortize  goodwill,  but  performs
impairment tests of the carrying value at least annually.

Intangible Assets
Intangible  assets  are  stated  at the  lesser  of  cost  or  fair  value  less
accumulated amortization.  For intangible assets with finite lives, amortization
is computed on the straight-line method over estimated useful lives ranging from
five to 30 years.

Indefinite lived intangible  assets are tested for impairment at least annually,
while intangible  assets with finite lives are reviewed for impairment  whenever
events or changes in  circumstances  indicate  that the carrying  amount of such
assets may not be recoverable.  An impairment loss is recognized if the carrying
amount of the asset exceeds its fair value.

Deferred Financing Costs
The Company has incurred  debt issuance  costs in connection  with its long-term
debt.  These costs are  capitalized  as deferred  financing  costs and amortized
using the effective interest method over the term of the related debt.

Revenue Recognition
Revenues are recognized when the following revenue recognition criteria are met:
(1)  persuasive  evidence  of an  arrangement  exists;  (2)  there is a fixed or
determinable  price;  (3) the product has been  shipped and the  customer  takes
ownership  and assumes risk of loss;  and (4)  collectibility  of the  resulting
receivable is reasonably  assured.  The Company has determined  that the risk of
loss generally occurs when product is received by the customer and, accordingly,
recognizes  revenue  at that  time.  Provision  is made for  estimated  customer

                                       37
<PAGE>

discounts  and  returns  at the time of sale based on the  Company's  historical
experience.

The  Company  frequently   participates  in  the  promotional  programs  of  its
customers,  as is  customary  in this  industry.  The  ultimate  cost  of  these
promotional  programs  varies based on the actual  number of units sold during a
finite period of time. These programs may include coupons, scan downs, temporary
price reductions or other price guarantee  vehicles.  The Company  estimates the
cost of such  promotional  programs  at  their  inception  based  on  historical
experience and current market conditions and reduces sales by such estimates. At
the completion of the promotional program, the estimated amounts are adjusted to
actual results.

Costs of Sales
Costs of sales include product costs,  warehousing  costs,  inbound and outbound
shipping  costs,  and  handling and storage  costs.  Shipping,  warehousing  and
handling  costs were $6.5 million and $6.4  million for the three month  periods
ended  September  30, 2005 and 2004,  respectively,  and $12.0 million and $11.4
million  for  the  six  month  periods  ended   September  30,  2005  and  2004,
respectively.

Advertising and Promotion Costs
Advertising  and  promotion  costs  are  expensed  as  incurred.  Slotting  fees
associated with products are recognized as a reduction of sales.  Under slotting
arrangements,  the retailers  allow the  Company's  products to be placed on the
stores' shelves in exchange for such fees. Direct  reimbursements of advertising
costs are reflected as a reduction of advertising costs in the period earned.

Stock-based Compensation
During the three month period ended  September  30,  2005,  the Company  adopted
FASB, Statement No. 123(R),  "Share-Based Payment" ("Statement No. 123(R)") with
the initial grants of Prestige Brands Holdings  restricted  stock and options to
purchase  common  stock  to  employees  and  directors  in  accordance  with the
provisions of the Prestige  Brands  Holdings'  Long-Term  Equity  Incentive Plan
("the Plan").  Statement No. 123(R)  requires the Company to measure the cost of
services to be rendered based on the grant-date  fair value of the equity award.
Compensation  expense is to be  recognized  over the period which an employee is
required to provide service in exchange for the award,  generally referred to as
the vesting  period.  The Company  recorded a non-cash charge of $110,000 during
the three month period ended September 30, 2005.

Income Taxes
Income taxes are recorded in accordance with the provisions of FASB Statement
No. 109,  "Accounting  for Income Taxes"  ("Statement  No. 109"). Pursuant  to
Statement  No.  109,  deferred  tax  assets  and  liabilities  are determined
based on the  differences  between the  financial  reporting and tax
bases of assets and  liabilities  using the enacted tax rates and laws that will
be in effect when the differences are expected to reverse. A valuation allowance
is  established  when  necessary  to reduce  deferred  tax assets to the amounts
expected to be realized.

Derivative Instruments
FASB  Statement No. 133,  "Accounting  for  Derivative  Instruments  and Hedging
Activities"  ("Statement No. 133"),  requires companies to recognize  derivative
instruments  as either assets or liabilities in the balance sheet at fair value.
The accounting for changes in the fair value of a derivative  instrument depends
on  whether  it  has  been  designated  and  qualifies  as  part  of  a  hedging
relationship  and  further,  on the  type of  hedging  relationship.  For  those
derivative instruments that are designated and qualify as hedging instruments, a
company must  designate the hedging  instrument,  based upon the exposure  being
hedged,  as a fair value hedge, a cash flow hedge or a hedge of a net investment
in an international operation.

The Company has  designated its  derivative  financial  instruments as cash flow
hedges because they hedge exposure to variability in expected  future cash flows
that are  attributable  to interest rate risk.  For these hedges,  the effective
portion  of the  gain or loss on the  derivative  instrument  is  reported  as a
component of other comprehensive income (loss) and reclassified into earnings in

                                       38
<PAGE>


the same line item associated with the forecasted transaction in the same period
or periods during which the hedged transaction affects earnings. Any ineffective
portion of the gain or loss on the derivative instruments is recorded in results
of operations immediately.

Recently Issued Accounting Standards
In March 2005,  the FASB  issued FASB  Interpretation  No. 47,  "Accounting  for
Conditional Asset Retirement  Obligations"  ("FIN 47") which clarifies  guidance
provided by Statement No. 143,  "Accounting for Asset  Retirement  Obligations."
FIN 47 is effective  for the Company no later than March 31, 2006.  The adoption
of  FIN  47 is not  expected  to  have a  significant  impact  on the  Company's
financial position, results of operations or cash flows.

In May 2005, the FASB issued  Statement of Financial  Accounting  Standards
No. 154, "Accounting Changes and Error Corrections"  ("Statement No. 154") which
replaces Accounting  Principles Board Opinion No. 20, "Accounting Changes" ("APB
Opinion No. 20") and FASB  Statement  No. 3,  "Reporting  Accounting  Changes in
Interim Financial Statements." Statement No. 154 requires that voluntary changes
in accounting principle be applied retrospectively to the balances of assets and
liabilities as of the beginning of the earliest  period for which  retrospective
application is practicable and that a  corresponding  adjustments be made to the
opening balance of retained earnings.  APB Opinion No. 20 had required that most
voluntary  changes in  accounting  principle be  recognized  by including in net
income the cumulative effect of changing to the new principle. Statement No. 154
is effective for all accounting changes and corrections of errors made in fiscal
years beginning after December 15, 2005.


2.   Restatement of Financial Statements

On November 15, 2005,  Prestige Holdings filed a Current Report on Form 8-K with
the Securities and Exchange Commission ("SEC") in which it announced that it was
restating previously reported financial results for the fiscal years ended March
31, 2003,  2004 and 2005,  and the quarterly  data for the years ended March 31,
2005 and 2004  included in the  Company's  Annual  Report on Form 10-K/A for the
year ended March 31, 2005 and the financial  statements  for the quarters  ended
June 30, 2005 and 2004 included in the Company's  Quarterly  Report on Form 10-Q
for the  quarterly  period ended June 30,  2005.  The  restatement  of financial
statements  by  Prestige  Holdings  has also  resulted in a  restatement  of the
financial statements previously issued by the Company.

As a result  of a review  of  certain  accounting  practices  performed  in
conjunction  with the Company's  assessment of internal  controls over financial
reporting  under  Section  404  of  the  Sarbanes-Oxley  Act  of  2002  and  the
preparation of financial  statements  for the quarter ended  September 30, 2005,
the Company  determined it erroneously  applied  generally  accepted  accounting
principles as they relate to the recognition of revenue,  the  classification of
certain trade  promotion  allowances,  and the  computation  of deferred  income
taxes.

With  respect to revenue  recognition,  Staff  Accounting  Bulletin No. 104 sets
forth the  criteria for revenue  recognition,  one of which is that risk of loss
has passed to the customer.  The Company,  consistent with its published pricing
and shipping terms, has historically recognized revenue upon shipment of product
to the customer.  Upon closer  examination of its shipping  practices and terms,
the Company  determined that it often was unclear when, from a legal standpoint,
risk of loss of its products passed to its customers.  Accordingly,  the Company
has concluded that revenue should not be recognized until product is received by
its customers (referred to as "FOB destination point"),  unless the risk of loss
transfers to the customer at the point of shipment. The Company will restate its
previously issued financial statements to correct this erroneous  application of
generally accepted accounting  principles.  The effects of these adjustments for
each fiscal period are reflected in the schedules that follow. These adjustments
had no impact on net cash flows provided by or used in operating activities.

With respect to the classification of trade promotions and allowances,  Emerging
Issues Task Force  Issue  01-09 sets forth the  criteria  for  classifying  such
promotions and allowances as an expense or a reduction of revenue.  Upon review,
the Company determined that it had incorrectly  classified certain promotion and

                                       39
<PAGE>


allowance  amounts as expense  rather than as a reduction  of revenue.  The
Company's restated financial  statements will correct these  misclassifications.
These adjustments do not affect the balance sheet, net income,  operating income
or cash flows from operations.  The effects of these adjustments for each fiscal
period are reflected in the schedules that follow.

With respect to the provision for income taxes and related  deferred taxes,
Statement of Financial  Accounting  Standards No. 109 sets forth the criteria by
which such amounts are to be recognized. During the preparation of its financial
statements for the quarter ended September 30, 2005, the Company determined that
the  increase in deferred  income  taxes  related to the  increase in  graduated
federal  income  tax rates from 34% to 35% should  have been  recognized  in the
period for which it filed its first consolidated  federal income tax return. The
Company's  restated  financial  statements  will  recognize this increase in the
quarter and year ended March 31, 2005. Previously, the Company had recorded this
increase  in the three  month  period  ended June 30,  2005.  The effect of this
adjustment for each fiscal period is reflected in the schedules that follow.



<TABLE>
<S>                                       <C>                   <C>               <C>              <C>


Consolidated Statements of Operations
                                                                        Three Months Ended June 30, 2005
                                           -----------------------------------------------------------------------------------------
(In thousands, except                          Previously          Revenue         Cooperative       Income
 per share data)                                Reported         Recognition       Advertising       Taxes         As Restated
                                           -----------------------------------------------------------------------------------------

Revenues
  Net sales                                  $      63,530       $     1,928       $    (2,030)      $     --      $     63,428
  Other revenues                                        25                                                                   25
                                           -----------------------------------------------------------------------------------------
      Total revenues                                63,555             1,928            (2,030)            --            63,453

Cost of Sales
  Costs of sales                                    28,339               610                                             28,949
                                           -----------------------------------------------------------------------------------------
      Gross profit                                  35,216             1,318            (2,030)            --            34,504
                                           -----------------------------------------------------------------------------------------

Operating Expenses
  Advertising and promotion                         10,714                21            (2,030)                           8,705
  General and administrative                         4,911                                                                4,911
  Depreciation                                         483                                                                  483
  Amortization of intangible assets                  2,148                                                                2,148
                                           -----------------------------------------------------------------------------------------
      Total operating expenses                      18,256                21            (2,030)            --            16,247
                                           -----------------------------------------------------------------------------------------

      Operating income                              16,960             1,297                --             --            18,257
                                           -----------------------------------------------------------------------------------------

Other income (expense)
  Interest income                                       81                                                                   81
  Interest expense                                  (8,591)                                                              (8,591)
                                           -----------------------------------------------------------------------------------------
      Total other income (expense)                  (8,510)               --                --             --            (8,510)
                                           -----------------------------------------------------------------------------------------

      Income before provision for
        income taxes                                 8,450             1,297                --             --             9,747

Provision for income taxes                           4,443               522                             (1,147)          3,818
                                           -----------------------------------------------------------------------------------------
      Net income                             $       4,007       $       775       $        --      $     1,147        $  5,929
                                           =========================================================================================

</TABLE>

                                       40

<PAGE>


<TABLE>
<S>                                       <C>                 <C>                <C>              <C>

Consolidated Statements of Operations
                                                                        Fiscal Year Ended March 31, 2005
                                           -----------------------------------------------------------------------------------------
(In thousands, except                          Previously          Revenue         Cooperative       Income
per share data)                                 Reported         Recognition       Advertising       Taxes         As Restated
                                           -----------------------------------------------------------------------------------------

Revenues
  Net sales                                  $     303,167       $    (5,611)      $    (8,638)      $    --       $    288,918
  Other revenues                                       151                                                                  151
                                           -----------------------------------------------------------------------------------------
      Total revenues                               303,318            (5,611)           (8,638)           --            289,069

Cost of Sales
  Costs of sales                                   141,348            (2,339)                                           139,009
                                           -----------------------------------------------------------------------------------------
      Gross profit                                 161,970            (3,272)           (8,638)           --            150,060
                                           -----------------------------------------------------------------------------------------

Operating Expenses
  Advertising and promotion                         38,402               (67)           (8,638)                          29,697
  General and administrative                        20,198                                                               20,198
  Depreciation                                       1,899                                                                1,899
  Amortization of intangible assets                  7,901                                                                7,901
                                           -----------------------------------------------------------------------------------------
      Total operating expenses                      68,400               (67)           (8,638)            --            59,695
                                           -----------------------------------------------------------------------------------------

      Operating income                              93,570            (3,205)               --             --            90,365
                                           -----------------------------------------------------------------------------------------

Other income (expense)
  Interest income                                      371                                                                  371
  Interest expense                                 (45,097)                                                             (45,097)
  Loss on extinguishment of debt                   (26,863)                                                             (26,863)
                                           -----------------------------------------------------------------------------------------
      Total other income (expense)                 (71,589)               --                --             --           (71,589)
                                           -----------------------------------------------------------------------------------------

      Income before provision for
        income taxes                                21,981            (3,205)               --             --            18,776

Provision for income taxes                           8,522            (1,113)               --          1,147              8,556
                                           -----------------------------------------------------------------------------------------
      Net income                             $      13,459       $    (2,092)      $        --      $  (1,147)        $   10,220
                                           =========================================================================================
</TABLE>
                                       41


<PAGE>

<TABLE>
<S>                                        <C>                  <C>               <C>            <C>

Consolidated Statements of Operations
                                                              Nine Months Ended December 31, 2004
                                           --------------------------------------------------------------------------
                                               Previously          Revenue         Cooperative
(In thousands)                                  Reported         Recognition       Advertising       As Restated
                                           --------------------------------------------------------------------------

Revenues
  Net sales                                  $     224,831       $    (6,373)      $    (6,828)     $    211,630
  Other revenues                                       126                                                   126
                                           --------------------------------------------------------------------------
      Total revenues                               224,957            (6,373)           (6,828)          211,756

Cost of Sales
  Costs of sales                                   107,889            (3,569)                            104,320
                                           --------------------------------------------------------------------------
      Gross profit                                 117,068            (2,804)           (6,828)          107,436
                                           --------------------------------------------------------------------------

Operating Expenses
  Advertising and promotion                         31,340              (110)           (6,828)           24,402
  General and administrative                        15,113                                                15,113
  Depreciation                                       1,395                                                 1,395
  Amortization of intangible assets                  5,753                                                 5,753
                                           --------------------------------------------------------------------------
      Total operating expenses                      53,601              (110)           (6,828)           46,663
                                           --------------------------------------------------------------------------

      Operating income                              63,467            (2,694)               --            60,773
                                           --------------------------------------------------------------------------

Other income (expense)
  Interest income                                      135                                                   135
  Interest expense                                 (34,012)                                              (34,012)
  Loss on extinguishment of debt                    (7,567)                                               (7,567)
                                           --------------------------------------------------------------------------
      Total other income (expense)                 (41,444)               --                --           (41,444)
                                           --------------------------------------------------------------------------

      Income before provision for
        income taxes                                22,023            (2,694)                             19,329

Provision for income taxes                           8,340              (948)                              7,392
                                           --------------------------------------------------------------------------
      Net income                             $      13,683       $    (1,746)      $        --      $     11,937
                                           ==========================================================================
</TABLE>
                                       42


<PAGE>


<TABLE>
<S>                                        <C>                 <C>              <C>                <C>

Consolidated Statements of Operations
                                                             Three Months Ended December 31, 2004
                                           --------------------------------------------------------------------------
                                               Previously          Revenue         Cooperative
(In thousands)                                  Reported         Recognition       Advertising       As Restated
                                           --------------------------------------------------------------------------

Revenues
  Net sales                                  $      75,829       $      (732)      $    (2,079)     $     73,018
  Other revenues                                        25                                                    25
                                           --------------------------------------------------------------------------
      Total revenues                                75,854              (732)           (2,079)           73,043

Cost of Sales
  Costs of sales                                    33,923              (682)                             33,241
                                           --------------------------------------------------------------------------
      Gross profit                                  41,931               (50)           (2,079)           39,802
                                           --------------------------------------------------------------------------

Operating Expenses
  Advertising and promotion                          7,265               (18)           (2,079)            5,168
  General and administrative                         5,690                                                 5,690
  Depreciation                                         457                                                   457
  Amortization of intangible assets                  2,148                                                 2,148
                                           --------------------------------------------------------------------------
      Total operating expenses                      15,560               (18)           (2,079)           13,463
                                           --------------------------------------------------------------------------

      Operating income                              26,371               (32)               --            26,339
                                           --------------------------------------------------------------------------

Other income (expense)
  Interest income                                       48                                                    48
  Interest expense                                 (12,042)                                              (12,042)
                                           ------------------- ----------------- ---------------- -------------------
      Total other income (expense)                 (11,994)               --                --           (11,994)
                                           --------------------------------------------------------------------------

      Income before provision for
        income taxes                                14,377               (32)                             14,345

Provision for income taxes                           5,230               (12)                              5,218
                                           --------------------------------------------------------------------------
      Net income                             $       9,147       $       (20)      $        --      $      9,127
                                           ==========================================================================
</TABLE>
                                       43


<PAGE>

<TABLE>
<S>                                        <C>                <C>                 <C>              <C>


Consolidated Statements of Operations
                                                              Six Months Ended September 30, 2004
                                           --------------------------------------------------------------------------
                                               Previously          Revenue         Cooperative
(In thousands)                                  Reported         Recognition       Advertising       As Restated
                                           --------------------------------------------------------------------------

Revenues
  Net sales                                  $     149,002       $    (5,641)      $    (4,749)     $    138,612
  Other revenues                                       101                                                   101
                                           --------------------------------------------------------------------------
      Total revenues                               149,103            (5,641)           (4,749)          138,713

Cost of Sales
  Costs of sales                                    73,966            (2,887)                             71,079
                                           --------------------------------------------------------------------------
      Gross profit                                  75,137            (2,754)           (4,749)           67,634
                                           --------------------------------------------------------------------------

Operating Expenses
  Advertising and promotion                         24,075               (92)           (4,749)           19,234
  General and administrative                         9,423                                                 9,423
  Depreciation                                         938                                                   938
  Amortization of intangible assets                  3,605                                                 3,605
                                           --------------------------------------------------------------------------
      Total operating expenses                      38,041               (92)           (4,749)           33,200
                                           --------------------------------------------------------------------------

      Operating income                              37,096            (2,662)               --            34,434
                                           --------------------------------------------------------------------------

Other income (expense)
  Interest income                                       87                                                    87
  Interest expense                                 (21,970)                                              (21,970)
  Loss on extinguishment of debt                    (7,567)                                               (7,567)
                                           --------------------------------------------------------------------------
      Total other income (expense)
                                                   (29,450)               --                --           (29,450)
                                           --------------------------------------------------------------------------

      Income before provision for
        income taxes                                 7,646            (2,662)                              4,984

Provision for income taxes                           3,110              (937)                              2,173
                                           --------------------------------------------------------------------------
      Net income                             $       4,536       $    (1,725)      $        --      $      2,811
                                           ==========================================================================
</TABLE>
                                       44



<PAGE>

<TABLE>
<S>                                        <C>                 <C>                <C>            <C>


Consolidated Statements of Operations
                                                             Three Months Ended September 30, 2004
                                           --------------------------------------------------------------------------
                                               Previously          Revenue         Cooperative
(In thousands)                                  Reported         Recognition       Advertising       As Restated
                                           --------------------------------------------------------------------------

Revenues
  Net sales                                  $      81,320       $       501       $    (1,889)     $     79,932
  Other revenues                                        26                                                    26
                                           --------------------------------------------------------------------------
      Total revenues                                81,346               501            (1,889)           79,958

Cost of Sales
  Costs of sales                                    37,843                98                              37,941
                                           --------------------------------------------------------------------------
      Gross profit                                  43,503               403            (1,889)           42,017
                                           --------------------------------------------------------------------------

Operating Expenses
  Advertising and promotion                         10,304                34            (1,889)            8,449
  General and administrative                         4,502                                                 4,502
  Depreciation                                         452                                                   452
  Amortization of intangible assets                  1,802                                                 1,802
                                           --------------------------------------------------------------------------
      Total operating expenses
                                                    17,060                34            (1,889)           15,205
                                           --------------------------------------------------------------------------

      Operating income                              26,443               369                --            26,812
                                           --------------------------------------------------------------------------

Other income (expense)
  Interest income                                       59                                                    59
  Interest expense                                 (10,893)                                              (10,893)
                                           --------------------------------------------------------------------------
      Total other income (expense)                 (10,834)               --                --           (10,834)
                                           --------------------------------------------------------------------------

      Income before provision for
        income taxes                                15,609               369                              15,978

Provision for income taxes                           5,936               140                --             6,076
                                           --------------------------------------------------------------------------
      Net income                             $       9,673       $       229       $        --      $      9,902
                                           ==========================================================================

</TABLE>
                                       45

<PAGE>

<TABLE>
<S>                                        <C>                  <C>               <C>             <C>


Consolidated Statements of Operations
                                                               Three Months Ended June 30, 2004
                                           --------------------------------------------------------------------------
                                               Previously          Revenue         Cooperative
(In thousands)                                  Reported         Recognition       Advertising       As Restated
                                           --------------------------------------------------------------------------

Revenues
  Net sales                                  $      67,682       $    (6,142)      $    (2,860)     $     58,680
  Other revenues                                        75                                                    75
                                           --------------------------------------------------------------------------
      Total revenues                                67,757            (6,142)           (2,860)           58,755

Cost of Sales
  Costs of sales                                    36,123            (2,985)                             33,138
                                           --------------------------------------------------------------------------
      Gross profit                                  31,634            (3,157)           (2,860)           25,617
                                           --------------------------------------------------------------------------

Operating Expenses
  Advertising and promotion                         13,771              (126)           (2,860)           10,785
  General and administrative                         4,921                                                 4,921
  Depreciation                                         486                                                   486
  Amortization of intangible assets                  1,803                                                 1,803
                                           --------------------------------------------------------------------------
      Total operating expenses                      20,981              (126)           (2,860)           17,995
                                           --------------------------------------------------------------------------

      Operating income                              10,653            (3,031)                -             7,622
                                           --------------------------------------------------------------------------

Other income (expense)
  Interest income                                       28                                                    28
  Interest expense                                 (11,077)                                              (11,077)
  Loss on extinguishment of debt                    (7,567)                                               (7,567)
                                           --------------------------------------------------------------------------
      Total other income (expense)                 (18,616)               --                --           (18,616)
                                           --------------------------------------------------------------------------

      Income before provision for
        income taxes                                (7,963)           (3,031)                            (10,994)

Income tax benefit                                   2,826             1,076                               3,902
                                           --------------------------------------------------------------------------
      Net loss                               $      (5,137)      $    (1,955)      $        --      $     (7,092)
                                           ==========================================================================

</TABLE>
                                       46

<PAGE>


<TABLE>
<S>                                        <C>                  <C>              <C>              <C>

Consolidated Statements of Operations
                                                           Period February 6, 2004 to March 31, 2004
                                                                          (Successor)
                                           --------------------------------------------------------------------------
                                               Previously          Revenue         Cooperative
(In thousands)                                  Reported         Recognition       Advertising       As Restated
                                           --------------------------------------------------------------------------

Revenues
  Net sales                                  $      18,807       $    (1,597)      $      (388)     $     16,822
  Other revenues                                        54                                                    54
                                           --------------------------------------------------------------------------
      Total revenues                                18,861            (1,597)             (388)           16,876

Cost of Sales
  Costs of sales                                    10,023              (672)                              9,351
                                           --------------------------------------------------------------------------
      Gross profit                                   8,838              (925)             (388)            7,525
                                           --------------------------------------------------------------------------

Operating Expenses
  Advertising and promotion                          1,689               (34)             (388)            1,267
  General and administrative                         1,649                                                 1,649
  Depreciation                                          41                                                    41
  Amortization of intangible assets                    890                                                   890
                                           --------------------------------------------------------------------------
      Total operating expenses                       4,269               (34)             (388)            3,847
                                           --------------------------------------------------------------------------

      Operating income                               4,569              (891)               --             3,678
                                           --------------------------------------------------------------------------

Other income (expense)
  Interest income                                       10                                                    10
  Interest expense                                  (1,735)                                               (1,735)
                                           --------------------------------------------------------------------------
      Total other income (expense)                  (1,725)               --                --            (1,725)
                                           --------------------------------------------------------------------------

      Income before provision for
        income taxes                                 2,844              (891)                              1,953

Provision for income taxes                           1,054              (330)                                724
                                           --------------------------------------------------------------------------
      Net income                             $       1,790       $      (561)      $        --      $      1,229
                                           ==========================================================================
</TABLE>
                                       47

<PAGE>

<TABLE>
<S>                                       <C>                 <C>                 <C>             <C>


Consolidated Statements of Operations
                                                           Period April 1, 2003 to February 5, 2004
                                                                         (Predecessor)
                                           --------------------------------------------------------------------------
                                               Previously          Revenue         Cooperative
(In thousands)                                  Reported         Recognition       Advertising       As Restated
                                           --------------------------------------------------------------------------

Revenues
  Net sales                                  $      68,726       $     1,930       $    (2,587)     $     68,069
  Other revenues                                       333                                                   333
                                           --------------------------------------------------------------------------
      Total revenues                                69,059             1,930            (2,587)           68,402

Cost of Sales
  Costs of sales                                    26,254               601                              26,855
                                           --------------------------------------------------------------------------
      Gross profit                                  42,805             1,329            (2,587)           41,547
                                           --------------------------------------------------------------------------

Operating Expenses
  Advertising and promotion                         12,601                47            (2,587)           10,061
  General and administrative                        12,068                                                12,068
  Depreciation                                         247                                                   247
  Amortization of intangible assets                  4,251                                                 4,251
  Loss on forgiveness of related party
     receivable                                      1,404                                                 1,404
                                           --------------------------------------------------------------------------
      Total operating expenses                      30,571                47            (2,587)           28,031
                                           --------------------------------------------------------------------------

      Operating income                              12,234             1,282                --            13,516
                                           --------------------------------------------------------------------------

Other income (expense)
  Interest income                                       38                                                    38
  Interest expense                                  (8,195)                                               (8,195)
                                           --------------------------------------------------------------------------
      Total other income (expense)                  (8,157)               --                --            (8,157)
                                           --------------------------------------------------------------------------

      Income before provision for
        income taxes                                 4,077             1,282                               5,359

Provision for income taxes                           1,684               530                               2,214
                                           --------------------------------------------------------------------------
      Net income                             $       2,393       $       752       $        --      $      3,145
                                           ==========================================================================

</TABLE>
                                       48

<PAGE>


<TABLE>
<S>                                        <C>                 <C>                 <C>             <C>

Consolidated Statements of Operations
                                                               Fiscal Year Ended March 31, 2003
                                                                         (Predecessor)
                                           --------------------------------------------------------------------------
                                               Previously          Revenue         Cooperative
(In thousands)                                  Reported         Recognition       Advertising       As Restated
                                           --------------------------------------------------------------------------

Revenues
  Net sales                                  $      76,048       $    (1,567)      $    (3,138)     $     71,343
  Other revenues                                       391                                                   391
                                           --------------------------------------------------------------------------
      Total revenues                                76,439            (1,567)           (3,138)           71,734

Cost of Sales
  Costs of sales                                    27,475              (458)                             27,017
                                           --------------------------------------------------------------------------
      Gross profit                                  48,964            (1,109)           (3,138)           44,717
                                           --------------------------------------------------------------------------

Operating Expenses
  Advertising and promotion                         14,274               (20)           (3,138)           11,116
  General and administrative                        12,075                                                12,075
  Depreciation                                         301                                                   301
  Amortization of intangible assets                  4,973                                                 4,973
                                           --------------------------------------------------------------------------
      Total operating expenses                      31,623               (20)           (3,138)           28,465
                                           --------------------------------------------------------------------------

      Operating income                              17,341            (1,089)               --            16,252
                                           --------------------------------------------------------------------------

Other income (expense)
  Interest income                                       59                                                    59
  Interest expense                                  (9,806)                                               (9,806)
  Loss on extinguishment of debt                      (685)                                                 (685)
                                           --------------------------------------------------------------------------
      Total other income (expense)                 (10,432)               --                --           (10,432)
                                           --------------------------------------------------------------------------

      Income before provision for
        income taxes                                 6,909            (1,089)                              5,820

Provision for income taxes                           3,902              (615)               --             3,287
                                           --------------------------------------------------------------------------
      Income from continuing operations              3,007              (474)                              2,533

Discontinued Operations
Loss from operations of discontinued
   Pecos reporting unit, net of tax
   benefit of $1,848                                (3,385)                                               (3,385)

Loss on disposal of Pecos reporting
   unit, net of income tax benefit of
   $1,233                                           (2,259)                                               (2,259)
                                           --------------------------------------------------------------------------

Loss before cumulative effect of change
   in accounting principle                          (2,637)             (474)               --            (3,111)

Cumulative effect of change in
   accounting principle, net of income
   tax benefit of $6,567                           (11,785)                                              (11,785)
                                           --------------------------------------------------------------------------

      Net loss                               $     (14,422)      $      (474)      $        --      $    (14,896)
                                           ==========================================================================

</TABLE>
                                       49
<PAGE>


<TABLE>
<S>                                                                       <C>                      <C>

Consolidated Balance Sheet
(In thousands)                                                                           June 30, 2005
                                                                          --------------------------------------------
                                                                             As Previously
Assets                                                                         Reported               As Restated
                                                                          --------------------     -------------------
Current assets
   Cash                                                                     $       13,945           $       13,945
   Accounts receivable                                                              32,489                   26,442
   Inventories                                                                      27,946                   30,589
   Deferred income tax assets                                                        6,965                    6,965
   Prepaid expenses and other current assets                                         4,039                    4,039
                                                                          --------------------     -------------------
Total current assets                                                                85,384                   81,980

Property and equipment                                                               2,043                    2,043
Goodwill                                                                           294,544                  294,731
Intangible assets                                                                  606,465                  606,465
Other long-term assets                                                              14,344                   14,344
                                                                          --------------------     -------------------

Total Assets                                                                $    1,002,780           $      999,563
                                                                          ====================     ===================

Liabilities and Shareholders' Equity
Current liabilities
   Accounts payable                                                           $      18,626            $      18,626
   Accrued liabilities                                                               10,705                    9,365
   Current portion of long-term debt                                                  3,730                    3,730
                                                                          --------------------     -------------------
Total current liabilities                                                            33,061                   31,721

Long-term debt                                                                      490,698                  490,698
Deferred income tax liabilities                                                      89,916                   89,916
                                                                          --------------------     -------------------

Total liabilities                                                                   613,675                  612,335
                                                                          --------------------     -------------------

Members' Equity
Contributed capital - Prestige Holdings                                             370,214                  370,214
Accumulated other comprehensive loss                                                   (365)                    (365)
Retained earnings                                                                    19,256                   17,379
                                                                          --------------------     -------------------
   Total members' equity                                                            389,105                  387,228
                                                                          --------------------     -------------------

Total liabilities and members' equity                                       $     1,002,780          $       999,563
                                                                          ====================     ===================
</TABLE>

                                       50

<PAGE>

<TABLE>
<S>                                                                       <C>                     <C>


Consolidated Balance Sheet
(In thousands)                                                                          March 31, 2005
                                                                          --------------------------------------------
                                                                             As Previously
Assets                                                                         Reported               As Restated
                                                                          --------------------     -------------------
Current assets
   Cash                                                                     $         5,334          $         5,334
   Accounts receivable                                                               43,893                   35,918
   Inventories                                                                       21,580                   24,833
   Deferred income tax assets                                                         5,699                    5,699
   Prepaid expenses and other current assets                                          3,152                    3,152
                                                                          --------------------     -------------------
Total current assets                                                                 79,658                   74,936

Property and equipment                                                                2,324                    2,324
Goodwill                                                                            294,544                  294,731
Intangible assets                                                                   608,613                  608,613
Other long-term assets                                                               15,996                   15,996
                                                                          --------------------     -------------------

Total Assets                                                                 $    1,001,135           $      996,600
                                                                          ====================     ===================

Liabilities and Shareholders' Equity
Current liabilities
   Accounts payable                                                         $        21,705          $        21,705
   Accrued liabilities                                                               13,472                   11,589
   Current portion of long-term debt                                                  3,730                    3,730
                                                                          --------------------     -------------------
Total current liabilities                                                            38,907                   37,024

Long-term debt                                                                      491,630                  491,630
Deferred income tax liabilities                                                      84,752                   85,899
                                                                          --------------------     -------------------

Total liabilities                                                                   615,289                  614,553
                                                                          --------------------     -------------------

Members' Equity
Contributed capital - Prestige Holdings                                             370,277                  370,277
Accumulated other comprehensive income                                                  320                      320
Retained earnings                                                                    15,249                   11,450
                                                                          --------------------     -------------------
   Total members' equity                                                            385,846                  382,047
                                                                          --------------------     -------------------

Total liabilities and members' equity                                       $     1,001,135          $       996,600
                                                                          ====================     ===================
</TABLE>
                                       51


<PAGE>

<TABLE>
<S>                                                                      <C>                       <C>


Consolidated Balance Sheet
(In thousands)                                                                          March 31, 2004
                                                                          --------------------------------------------
                                                                             As Previously
Assets                                                                         Reported               As Restated
                                                                          --------------------     -------------------
Current assets
   Cash                                                                     $         3,393          $         3,393
   Accounts receivable                                                               15,732                   13,369
   Inventories                                                                        9,748                   10,660
   Deferred income tax assets                                                         1,647                    1,647
   Prepaid expenses and other current assets                                            234                      234
                                                                          --------------------     -------------------
Total current assets                                                                 30,754                   29,303

Property and equipment                                                                  880                      880
Goodwill                                                                             55,594                   55,781
Intangible assets                                                                   236,611                  236,611
Other long-term assets                                                                2,783                    2,783
                                                                          --------------------     -------------------

Total Assets                                                                 $      326,622           $      325,358
                                                                          ====================     ===================

Liabilities and Members' Equity
Current liabilities
   Accounts payable                                                         $         5,281          $         5,281
   Accrued liabilities                                                                7,264                    6,561
   Current portion of long-term debt                                                  2,000                    2,000
                                                                          --------------------     -------------------
Total current liabilities                                                            14,545                   13,842

Long-term debt                                                                      146,694                  146,694
Deferred income tax liabilities                                                      38,874                   38,874
                                                                          --------------------     -------------------

Total liabilities                                                                   200,113                  199,410
                                                                          --------------------     -------------------

Members' Equity
Contributed capital - Prestige Holdings                                             124,719                  124,719
Retained earnings                                                                     1,790                    1,229
                                                                          --------------------     -------------------
   Total members' equity                                                            126,509                  125,948
                                                                          --------------------     -------------------

Total liabilities and members' equity                                       $       326,622          $       325,358
                                                                          ====================     ===================

</TABLE>

In  addition,  the  consolidated  statements  of cash flows for all periods
noted  above will be  restated  to reflect  the change in net income or loss and
accounts receivable, inventory, accrued liabilities and deferred income taxes as
discussed above. The restatements did not affect net cash flows from operating,
investing or financing activities as previously reported.

                                       52



<PAGE>

<TABLE>
<S>                                                                           <C>                   <C>

3.   Accounts Receivable

The components of accounts receivable consist of the following (in thousands):
                                                                              September 30, 2005      March 31, 2005
                                                                              -------------------    -----------------
                                                                                                        (Restated)

         Accounts receivable                                                      $    33,992            $    36,985
         Other receivables                                                                867                    835
                                                                              -------------------    -----------------
                                                                                       34,859                 37,820
         Less allowances for discounts, returns and
              uncollectible accounts                                                   (2,307)                (1,902)
                                                                              -------------------    -----------------

                                                                                  $    32,552            $    35,918
                                                                              ===================    =================


4.   Inventories

Inventories consist of the following (in thousands):
                                                                              September 30, 2005      March 31, 2005
                                                                              -------------------    -----------------
                                                                                                        (Restated)

         Packaging and raw materials                                              $     4,132            $     3,587
         Finished goods                                                                28,755                 21,246
                                                                              -------------------    -----------------

                                                                                  $    32,887            $    24,833
                                                                              ===================    =================

Inventories  are shown net of allowances for obsolete and slow moving  inventory
of $0.9  million and $1.5  million at  September  30,  2005 and March 31,  2005,
respectively.


5.   Property and Equipment

Property and equipment consist of the following (in thousands):
                                                                              September 30, 2005      March 31, 2005
                                                                              -------------------    ----------------

         Machinery                                                                $     2,860            $     2,828
         Computer equipment                                                               811                    771
         Furniture and fixtures                                                           573                    515
         Leasehold improvements                                                           340                    173
                                                                              -------------------    ----------------
                                                                                        4,584                  4,287

         Accumulated depreciation                                                      (2,937)                (1,963)
                                                                              -------------------    ----------------

                                                                                  $     1,647            $     2,324
                                                                              ===================    ================

</TABLE>
                                       53



<PAGE>


<TABLE>
<S>                                                      <C>                <C>                     <C>

6.   Intangible Assets

Intangible assets consist of the following (in thousands):
                                                                             September 30, 2005
                                                        --------------------------------------------------------------
                                                              Gross              Accumulated               Net
                                                              Amount             Amortization             Amount
                                                        -------------------   -------------------    -----------------

         Indefinite lived trademarks                        $   522,346           $        --            $   522,346
                                                        -------------------   -------------------    -----------------

         Amortizable intangible assets
              Trademarks                                         94,900               (13,056)                81,844
              Non-compete agreement                                 158                   (32)                   126
                                                        -------------------   -------------------    -----------------
                                                                 95,058               (13,088)                81,970
                                                        -------------------   -------------------    -----------------

                                                            $   617,404           $   (13,088)           $   604,316
                                                        ===================   ===================    =================


                                                                               March 31, 2005
                                                        --------------------------------------------------------------
                                                              Gross              Accumulated               Net
                                                              Amount             Amortization             Amount
                                                        -------------------   -------------------    -----------------

         Indefinite lived trademarks                        $   522,346           $        --            $   522,346
                                                        -------------------   -------------------    -----------------

         Amortizable intangible assets
              Trademarks                                         94,900                (8,775)                86,125
              Non-compete agreement                                 158                   (16)                   142
                                                        -------------------   -------------------    -----------------
                                                                 95,058                (8,791)                86,267
                                                        -------------------   -------------------    -----------------

                                                            $   617,404           $    (8,791)           $   608,613
                                                        ===================   ===================    =================

At September  30, 2005,  intangible  assets are expected to be amortized  over a
period of five to 30 years as follows (in thousands):

Twelve Months Ending September 30
     2006                                                                       $       8,592
     2007                                                                               8,592
     2008                                                                               8,592
     2009                                                                               8,592
     2010                                                                               7,168
     Thereafter                                                                        40,434
                                                                              -------------------

                                                                                $      81,970
                                                                              ===================

</TABLE>
                                       54




<PAGE>

<TABLE>
<S>                                                                               <C>                   <C>

7.   Long-Term Debt

Long-term debt consists of the following (in thousands):                                September 30, 2005     March 31, 2005
                                                                                        -------------------    -----------------

     Senior  revolving  credit facility  ("Revolving  Credit  Facility"),  which
     expires on April 6, 2009,  is  available  for maximum  borrowings  of up to
     $60.0  million.  The  Revolving  Credit  Facility  bears  interest  at  the
     Company's  option at either the prime rate plus a variable  margin or LIBOR
     plus a variable margin.  The variable margin ranges from 0.75% to 2.50% and
     at September 30, 2005, the interest rate on the Revolving  Credit  Facility
     was  8.0%  per  annum.  The  Company  is also  required  to pay a  variable
     commitment fee on the unused portion of the Revolving Credit  Facility.  At
     September 30, 2005,  the  commitment  fee was 0.50% of the unused line. The
     Revolving Credit Facility is  collateralized  by  substantially  all of the
     Company's assets.                                                                   $        --            $        --

     Senior secured term loan facility,  ("Tranche B Term Loan Facility")  bears
     interest at the  Company's  option at either the prime rate or LIBOR plus a
     variable  margin of 2.25%.  At  September  30, 2005,  the weighted  average
     applicable  interest  rate on the Tranche B Term Loan  Facility  was 6.28%.
     Principal payments of $933 and interest are payable quarterly.  In February
     2005,  the Tranche B Term Loan  Facility was amended to increase the amount
     available  thereunder  by  $200.0  million,  all of which is  available  at
     September 30, 2005.  Current amounts  outstanding  under the Tranche B Term
     Loan Facility mature on April 6, 2011, while amounts  borrowed  pursuant to
     the  amendment  will  mature on October 6,  2011.  The  Tranche B Term Loan
     Facility is collateralized by substantially all of the Company's assets.                   367,495                369,360

     Senior  Subordinated  Notes  ("Senior  Notes") that bear  interest at 9.25%
     which is payable on April 15th and  October  15th of each year.  The Senior
     Notes mature on April 15, 2012; however, the Company may redeem some or all
     of the Senior  Notes on or prior to April 15,  2008 at a  redemption  price
     equal to 100% plus a make-whole premium,  and on or after April 15, 2008 at
     redemption  prices set forth in the  indenture  governing the Senior Notes.
     The  Senior  Notes  are  unconditionally   guaranteed  by  Prestige  Brands
     International,  LLC ("Prestige International"),  a wholly owned subsidiary,
     and  Prestige  International's  wholly owned  subsidiaries  (other than the
     issuer).  Each of these  guarantees  is joint  and  several.  There  are no
     significant  restrictions on the ability of any of the guarantors to obtain
     funds from their subsidiaries.                                                             126,000                126,000
                                                                                         -------------------    -----------------

                                                                                                493,495                495,360
     Current portion of long-term debt                                                           (3,730)                (3,730)
                                                                                         -------------------    -----------------
                                                                                            $   489,765            $   491,630
                                                                                         ===================    =================
</TABLE>
                                       55

<PAGE>


The Revolving Credit Facility and the Tranche B Term Loan Facility (together the
"Senior  Credit  Facility")  contain  various  financial  covenants,   including
provisions  that  require  the  Company to  maintain  certain  leverage  ratios,
interest  coverage ratios and fixed charge coverage  ratios.  Additionally,  the
Senior  Credit  Facility  contains  provisions  that  restrict  the Company from
undertaking   specified   corporate   actions,   such  as  asset   dispositions,
acquisitions, dividend payments, changes of control, incurrence of indebtedness,
creation  of  liens  and  transactions  with  affiliates.  The  Company  was  in
compliance with its financial and restrictive  covenants under the Senior Credit
Facility at September 30, 2005.

Future  principal  payments  required in accordance with the terms of the Senior
Credit Facility and the Senior Notes are as follows (in thousands):

<TABLE>
<S>                                                                           <C>


Twelve Months Ending September 30
     2006                                                                       $       3,730
     2007                                                                               3,730
     2008                                                                               3,730
     2009                                                                               3,730
     2010                                                                               3,730
     Thereafter                                                                       474,845
                                                                              -------------------

                                                                                $     493,495
                                                                              ===================
</TABLE>


The Company  entered  into a 5%  interest  rate cap  agreement  with a financial
institution  to mitigate the impact of changing  interest  rates.  The agreement
provides for a notional amount of $20.0 million and terminates in June 2006. The
Company also entered into interest rate cap  agreements  with another  financial
institution  that became  effective  on August 30, 2005,  with a total  notional
amount of  $180.0  million  and cap  rates  ranging  from  3.25% to  3.75%.  The
agreements  terminate on May 30, 2006, 2007 and 2008 as to $50.0 million,  $80.0
million  and $50.0  million,  respectively.  The Company is  accounting  for the
interest rate cap agreements as cash flow hedges. The fair value of the interest
rate cap agreements was $2.6 million at September 30, 2005.


8.   Shareholders' Equity

In connection  with the Prestige  Brands  Holdings'  IPO, the Board of Directors
adopted the 2005 Long-Term Equity Incentive Plan ("the Plan"). The Plan provides
for grants of stock options,  restricted stock, restricted stock units, deferred
stock units and other equity-based awards to employees.  Directors, officers and
other  employees  of the  Company  and  its  subsidiaries,  as  well  as  others
performing services for the Company,  are eligible for grants under the Plan. At
September 30, 2005,  there were 4.9 million shares  available for issuance under
the Plan.

Pursuant to the provisions of the Plan, on July 29, 2005,  each of the Company's
four  independent  members of the Board of Directors  received an award of 6,222
shares of Prestige  Brands  Holdings'  common stock in connection with Company's
directors' compensation  arrangements.  Of such amount, 1,778 shares represent a
one-time  grant  of  unrestricted  shares,  while  the  remaining  4,444  shares
represent  restricted shares that vest over a two year period. The benefits,  as
well as the costs  associated with these  relationships  were contributed to the
Company.

On August 4, 2005,  Frank  Palantoni  joined the Company as President  and Chief
Operating Officer. In connection  therewith,  the Board of Directors granted Mr.
Palantoni 30,888 shares of Prestige Brands Holdings' restricted common stock and
options to purchase an  additional  61,776 shares of Prestige  Brands  Holdings'
common stock at an exercise  price of $12.95 per share.  The options vest over a
period of five years while the restricted  shares will vest  contingent upon the
attainment of certain performance-based benchmarks. The benefits, as well as the
costs associated with these relationships were contributed to the Company.

                                       56
<PAGE>


In September  2005,  the Company  repurchased  13,000 shares of Prestige  Brands
Holdings'  restricted  common  stock  from  former  employees  pursuant  to  the
provisions  of the  various  employee  stock  purchase  agreements.  The average
purchase price of the shares was $1.70 per share.  The benefits  associated with
these transactions were contributed to the Company.


9.   Related Party Transactions

The Company had entered in an agreement  with an affiliate of GTCR Golder Rauner
II, LLC ("GTCR"), a private equity firm and an investor in the Company,  whereby
the GTCR  affiliate  was to provide  management  and  advisory  services  to the
Company for an aggregate annual compensation of $4.0 million.  The agreement was
terminated in February 2005.  During the three month and six month periods ended
September 30, 2004,  the Company paid the affiliate of GTCR a management  fee of
$0.9 million and $1.9 million, respectively.


10.  Income Taxes

Income taxes are recorded in the Company's quarterly  financial  statements
based on the Company's estimated annual effective income tax rate. The effective
rates used in the calculation of income taxes were 39.3% and 38.0% for the three
month periods ended September 30, 2005 and 2004, respectively. For the six month
periods ended  September  30, 2005 and 2004,  the effective tax rates were 39.3%
and 43.6%,  respectively.  The increase in the  effective tax rate for the three
month period ended September 30, 2005 results from the increase in the Company's
graduated  federal  income  tax  rate  from 34% to 35% due to the  formation  of
Prestige  Holdings in  February  2005 and the  election  to file a  consolidated
federal income tax return. The difference in the effective tax rates for the six
month  periods  ended  September  30, 2005 and 2004 results  primarily  from the
computation  of taxes on a separate  company  basis  during the six month period
ended September 30, 2004.


11.  Commitments and Contingencies

In July 2002,  the  Company  entered  into a ten year  manufacturing  and supply
agreement with an unrelated  company.  Pursuant to this  agreement,  the Company
agreed to purchase certain minimum  quantities of product over the initial three
years of the  agreement  or to pay  liquidated  damages of up to  $360,000.  The
Company  had  recorded  a  liability  of  $308,000  at  March  31,  2005,  which
represented its estimate of the probable liquidated  damages.  Such estimate was
based on historical and expected purchases during the initial three years of the
agreement. The Company settled this obligation in August 2005 for an amount
slightly in excess of its recorded liability.

In June 2003, Dr. Jason Theodosakis  filed a lawsuit,  Theodosakis v. Walgreens,
et al., in Federal District Court in Arizona, alleging that two of the Company's
subsidiaries,  Medtech  Products  and  Pecos  Pharmaceutical,  as well as  other
unrelated  parties,  infringed  the trade dress of two of his  published  books.
Specifically, Dr. Theodosakis published "The Arthritis Cure" and "Maximizing the
Arthritis  Cure"  regarding the use of dietary  supplements  to treat  arthritis
patients. Dr. Theodosakis alleged that his books have a distinctive trade dress,
or cover  layout,  design,  color  and  typeface,  and those  products  that the
defendants sold under the ARTHx trademarks  infringed the books' trade dress and
constituted  unfair  competition and false designation of origin.  Additionally,
Dr.  Theodosakis  alleged that the  defendants  made false  endorsements  of the
products by referencing  his books on the product  packaging and that the use of
his name, books and trade dress invaded his right to publicity. The Company sold
the  ARTHx  trademarks,  goodwill  and  inventory  to a  third  party,  Contract
Pharmacal Corporation, in March 2003. On January 12, 2005, the court granted the
Company's motion for summary judgment and dismissed all claims against Pecos and
Medtech. The plaintiff has filed an appeal in the U.S. Court of Appeals which is
pending.

                                       57
<PAGE>


On January 3, 2005,  the  Company  was served  with  process by its former  lead
counsel in the Theodosakis  litigation seeking $679,000 plus interest.  The case
was filed in the Supreme Court of New York and is styled as Dickstein Shapiro et
al v. Medtech  Products,  Inc. In February 2005, the plaintiffs filed an amended
complaint naming the Pecos Pharmaceutical Company as defendant.  The Company has
answered and filed a counterclaim against Dickstein and also filed a third party
complaint  against  the  Lexington  Insurance  Company,  the  Company's  product
liability  carrier.  The Company believes that if there is any obligation to the
Dickstein firm relating to this matter, it is an obligation of Lexington and not
the Company.

On May 9, 2005,  the  Company  was served  with a  complaint  in a class  action
lawsuit filed in Essex County, Massachusetts,  styled as Dawn Thompson v. Wyeth,
Inc.  relating to the Company's  Little Remedies  pediatric cough products.  The
Company  is  one  of  several   corporate   defendants,   all  of  whom   market
over-the-counter  cough syrup products for pediatric use. The complaint  alleges
that the ingredient  dextromethorphan is no more effective than a placebo. There
is no allegation of physical injury caused by the product or the ingredient.  In
June 2005, the Company was served in a second class action  complaint  involving
dextromethorphan.  The second case,  styled Tina Yescavage v. Wyeth was filed in
Lee County Florida and similarly  involves multiple corporate  defendants.  Both
the Thompson and Yescavage suits were dismissed in September 2005.

The  Company and certain of its  officers  and  directors  are  defendants  in a
consolidated putative securities class action lawsuit filed in the United States
District Court for the Southern District of New York (he "Consolidated Action").
The first of the six consolidated cases was filed on August 3, 2005.  Plaintiffs
purport to represent a class of shareholders of the Company who purchased shares
between  February  9,  2005  through  July 27,  2005.  Plaintiffs  also  name as
defendants  the  underwriters  in the Company's  initial  public  offering and a
private equity fund that was a selling shareholder in the offering.

The various  complaints  on file in the  Consolidated  Action  collectively
include claims under Sections 11, 12(a)(2), and 15 of the Securities Act of 1933
and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. Plaintiff's
generally  allege  that the  Company  issued a series  of  materially  false and
misleading  statements  in  connection  with its  initial  public  offering  and
thereafter  by failing to  disclose  that  demand for  certain of the  Company's
products was  declining  and that the Company was  planning to withdraw  several
products from the market.  Plaintiffs seek an unspecified amount of damages. The
district  court  has  appointed  a  Lead  Plaintiff  and  ordered  it to  file a
consolidated  complaint by December 5, 2005. The Company's  management  believes
the allegations to be unfounded, will vigorously pursue its defenses, and cannot
reasonably estimate the potential range of loss, if any.

On  September  6,  2005,  another  putative   securities  class  action  lawsuit
substantially  similar to the  Consolidated  Action was filed  against  the same
defendants in the Circuit Court of Cook County, Illinois (the "Chicago Action").
In light of the  first-filed  Consolidated  Action,  proceedings  in the Chicago
Action have been stayed  until a ruling on  defendants'  anticipated  motions to
dismiss the  consolidated  complaint in the Consolidated  Action.  The Company's
management  believes the allegations to be unfounded and will vigorously  pursue
its defenses, and cannot reasonably estimate the potential range of loss, if
any.

The  Company is also  involved  from time to time in routine  legal  matters and
other  claims   incidental  to  its  business.   When  it  appears  probable  in
management's  judgment  that the Company  will incur  monetary  damages or other
costs in  connection  with such  claims and  proceedings,  and such costs can be
reasonably  estimated,  liabilities are recorded in the financial statements and
charges are recorded  against  earnings.  The Company believes the resolution of
such routine matters and other incidental  claims,  taking into account reserves
and  insurance,  will  not  have a  material  adverse  effect  on its  financial
condition or results of operation.

                                       58
<PAGE>

12.  Concentrations of Risk

The  Company's  sales  are   concentrated  in  the  areas  of   over-the-counter
pharmaceutical products, personal care products and household cleaning products.
The Company sells its products to mass  merchandisers,  food and drug  accounts,
and  dollar  and club  stores.  During  the three and six  month  periods  ended
September  30,  2005,  approximately  65.0%  and  63.4%,  respectively,  of  the
Company's  total sales were  derived from its four major brands while during the
three and six month periods ended  September 30, 2004,  approximately  66.9% and
64.5%,  respectively,  of the Company's total sales were derived from these four
brands.  During  the three and six  month  periods  ended  September  30,  2005,
approximately  22.3% and 23.2%,  respectively,  of the  Company's net sales were
made to one  customer,  while  during  the  three and six  month  periods  ended
September  30,  2004,  26.8% and 26.3% of net sales  were to this  customer.  At
September 30, 2005,  approximately 19.6% of accounts receivable were owed by one
customer.

The Company  manages  product  distribution  in the  continental  United  States
through a main distribution center in St. Louis, Missouri. A serious disruption,
such as a flood or fire,  to the  main  distribution  center  could  damage  the
Company's  inventory  and could  materially  impair  the  Company's  ability  to
distribute its products to customers in a timely manner or at a reasonable cost.
The Company could incur  significantly  higher costs and experience  longer lead
times  associated with the  distribution of its products to its customers during
the time that it takes the Company to reopen or replace its distribution center.
As a result,  any such  disruption  could have a material  adverse effect on the
Company's sales and profitability.


13.  Business Segments

Segment information has been prepared in accordance with FASB Statement No. 131,
"Disclosures  about  Segments of an  Enterprise  and Related  Information."  The
Company's  operating  segments are based on its product lines and consist of (i)
Over-the-Counter  Drugs,  (ii)  Personal  Care  and  (iii)  Household  Cleaning.
Accordingly,  within each  reportable  segment are operations  that have similar
economic  characteristics,  including the nature of their  products,  production
process, type of customer and method of distribution.

There  were no  inter-segment  sales  or  transfers  during  the  periods  ended
September  30,  2005 and 2004.  The Company  evaluates  the  performance  of its
product lines and allocates  resources to them based  primarily on  contribution
margin.  The table below summarizes  information  about reportable  segments (in
thousands).

                                       59

<PAGE>

<TABLE>
<S>                                     <C>                 <C>                  <C>                 <C>


                                                               Quarter Ended September 30, 2005
                                         ------------------------------------------------------------------------------
                                        Over-the-Counter        Personal            Household
                                               Drug               Care               Cleaning           Consolidated
                                         ----------------    ----------------    ------------------    ----------------

Net sales                                $     40,759           $   7,332           $    25,229         $       73,320
Other revenues                                                                               25                     25
                                         ----------------    ----------------    ------------------    ----------------

Total revenues                                 40,759               7,332                25,254                 73,345
Cost of sales                                  15,558               4,456                15,535                 35,549
                                         ----------------    ----------------    ------------------    ----------------

Gross profit                                   25,201               2,876                 9,719                 37,796
Advertising and promotion                       7,127               1,350                 1,740                 10,217
                                         ----------------    ----------------    ------------------    ----------------

Contribution margin                      $     18,074           $   1,526           $     7,979                 27,579
                                         ================    ================    ==================
Other operating expenses                                                                                         6,752
                                                                                                       ----------------

Operating income                                                                                                20,827
Other income (expense)                                                                                          (8,671)
Provision for income taxes                                                                                      (4,782)
                                                                                                       ----------------

Net income                                                                                              $        7,374
                                                                                                       ================


                                                                  Six Months Ended September 30, 2005
                                         ------------------------------------------------------------------------------
                                         Over-the-Counter       Personal            Household
                                               Drug               Care               Cleaning           Consolidated
                                         ----------------    ----------------    ------------------    ----------------

Net sales                                 $    74,148           $  14,588           $    48,012         $   136,748
Other revenues                                                                               50                  50
                                         ----------------    ----------------    ------------------    ----------------

Total revenues                                 74,148              14,588                48,062             136,798
Cost of sales                                  27,223               8,353                28,922              64,498
                                         ----------------    ----------------    ------------------    ----------------

Gross profit                                   46,925               6,235                19,140              72,300
Advertising and promotion                      13,266               2,146                 3,510              18,922
                                         ----------------    ----------------    ------------------    ----------------

Contribution margin                       $    33,659           $   4,089           $    15,630              53,378
                                         ================    ================    ==================
Other operating expenses                                                                                     14,294
                                                                                                       ----------------

Operating income                                                                                             39,084
Other income (expense)                                                                                      (17,181)
Provision for income taxes                                                                                   (8,600)
                                                                                                       ----------------

Net income                                                                                              $    13,303
                                                                                                       ================

</TABLE>
                                       60



<PAGE>


<TABLE>
<S>                                       <C>                 <C>               <C>                   <C>

                                                               Quarter Ended September 30, 2004
                                                                          (Restated)
                                         ------------------------------------------------------------------------------
                                         Over-the-Counter       Personal            Household
                                               Drug               Care               Cleaning           Consolidated
                                         ----------------    ----------------    ------------------    ----------------

Net sales                                   $  42,707           $   9,678           $    27,547         $    79,932
Other revenues                                                                               26                  26
                                         ----------------    ----------------    ------------------    ----------------

Total revenues                                 42,707               9,678                27,573              79,958
Cost of sales                                  16,365               4,888                16,688              37,941
                                         ----------------    ----------------    ------------------    ----------------

Gross profit                                   26,342               4,790                10,885              42,017
Advertising and promotion                       5,798                1,500                 1,151               8,449
                                         ----------------    ----------------    ------------------    ----------------

Contribution margin                         $  20,544           $   3,290           $     9,734              33,568
                                         ================    ================    ==================
Other operating expenses                                                                                      6,756
                                                                                                       ----------------

Operating income                                                                                             26,812
Other income (expense)                                                                                      (10,834)
Provision for income taxes                                                                                   (6,076)
                                                                                                       ----------------

Net Income                                                                                              $     9,902
                                                                                                       ================


                                                              Six Months Ended September 30, 2004
                                                                          (Restated)
                                         ------------------------------------------------------------------------------
                                        Over-the-Counter        Personal            Household
                                               Drug               Care               Cleaning           Consolidated
                                         ----------------    ----------------    ------------------    ----------------

Net sales                                 $    72,102           $  16,982           $    49,528        $    138,612
Other revenues                                                                              101                 101
                                         ----------------    ----------------    ------------------    ----------------

Total revenues                                 72,102              16,982                49,629             138,713
Cost of sales                                  29,530               9,119                32,430              71,079
                                         ----------------    ----------------    ------------------    ----------------

Gross profit                                   42,572               7,863                17,199              67,634
Advertising and promotion                      12,351               3,417                 3,466              19,234
                                         ----------------    ----------------    ------------------    ----------------

Contribution margin                       $    30,221           $   4,446           $    13,733              48,400
                                         ================    ================    ==================
Other operating expenses                                                                                     13,966
                                                                                                       ----------------

Operating income                                                                                             34,434
Other income (expense)                                                                                      (29,450)
Provision for income taxes                                                                                   (2,173)
                                                                                                       ----------------

Net income                                                                                              $     2,811
                                                                                                       ================
</TABLE>

During the six month periods  ended  September  2005 and 2004,  97.9% and 97.8%,
respectively,  of sales were made to customers in the United  States and Canada.
No individual  geographical area accounted for more than 10% of net sales in any
of the periods  presented.  At September 30, 2005 and 2004, all of the Company's
long-term  assets were located in the United States of America and have not been
allocated between segments.

                                       61
<PAGE>

14.  Subsequent Events

Effective October 1, 2005,  Prestige Brands Holdings  authorized the issuance of
123,377 shares of restricted stock with a fair market value of $12.32 per share,
the closing price of its common stock on September 30, 2005, to employees of its
operating  subsidiaries.  In the event that an  employee  terminates  his or her
employment with such operating  subsidiary prior to October 1, 2008, the vesting
date, the shares will be forfeited.

On November 2, 2005,  the Prestige  Brands  Holdings  completed  the  previously
announced  acquisition of the Chore Boy line of household cleaning products from
Reckett   Beckiser,   Inc.  and  Reckett   Benckiser   (Canada)  for   aggregate
consideration of $22.3 million.

On November 9, 2005, the Prestige Brands  Holdings  completed the acquisition of
all of the outstanding membership interests of Dental Concepts,  LLC, a marketer
of  therapeutic  oral care  products.  The purchase  price of $30.6  million was
funded through the Company's existing bank lines of credit.

                                       62
<PAGE>


ITEM 2.  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION AND
RESULTS OF OPERATIONS

The Company,  as the indirect holding company of Prestige Brands  International,
LLC ("Prestige  International") does not conduct ongoing business operations. As
a result,  the financial  information  for Prestige  Brands  Holdings,  Inc. and
Prestige  International  is  identical  for the  purposes of the  discussion  of
operating results in Management's Discussion and Analysis of Financial Condition
and Results of Operations.  Prestige  International  is an indirect wholly owned
subsidiary of Prestige Brands Holdings,  Inc. and the parent company of Prestige
Brands,  Inc.,  the  issuer  of our  9.25%  senior  subordinated  notes due 2012
("Senior Notes") and the borrower under the senior credit  facility,  consisting
of a Revolving  Credit  Facility,  Tranche B Term Loan  Facility and a Tranche C
Term  Loan  Facility   (together  the  "Senior   Credit   Facility").   Prestige
International is also the parent guarantor of the obligations.

This document should be read in conjunction with the Management's Discussion and
Analysis  section of Amendment No. 1 to our Annual Report on Form 10-K/A for the
fiscal year ended March 31, 2005,  as well as the  Company's  Current  Report on
Form 8-K filed on November 15, 2005.  All items within  Management's  Discussion
and Analysis that were  affected by the  restatement  of prior period  financial
statements (see Note 2) have been appropriately restated.

General
We sell well-recognized,  brand name  over-the-counter  drug, household cleaning
and personal care  products.  We operate in niche  segments of these  categories
where we can use the strength of our brands, our established retail distribution
network,  a low-cost  operating model and our  experienced  management team as a
competitive advantage to grow our presence in these categories and, as a result,
grow our sales and profits.

We have grown our brand portfolio by acquiring strong and well-recognized brands
from larger consumer  products and  pharmaceutical  companies,  as well as other
brands from smaller private  companies.  While the brands we have purchased from
larger  consumer  products and  pharmaceutical  companies have long histories of
support and brand development, we believe that at the time we acquired them they
were considered "non-core" by their previous owners and did not benefit from the
focus of senior level  management or strong marketing  support.  We believe that
the  brands  we  have  purchased  from  smaller  private   companies  have  been
constrained by the limited  resources of their prior owners.  After  acquiring a
brand,  we seek to increase  its sales,  market share and  distribution  in both
existing and new channels.  We pursue this growth through increased  spending on
advertising  and promotion,  new marketing  strategies,  improved  packaging and
formulations and innovative new products.

In February 2005, we raised $448.0 million through an initial public offering of
28,000,000  shares of common stock. The net proceeds of the offering were $416.8
million after deducting $28.0 million of underwriters' discounts and commissions
and $3.2 million of offering  expenses.  The net proceeds of $416.8 million plus
$3.0 million from our revolving credit facility and $8.8 million of cash on hand
went to  repay  $100.0  million  of our  existing  senior  indebtedness  (plus a
repayment  premium of $3.0  million and accrued  interest of $0.5  million as of
February 15, 2005), to redeem $84.0 million in aggregate principal amount of our
existing  9.25% senior  subordinated  notes (plus a  redemption  premium of $7.8
million  and  accrued  interest  of $3.3  million  as of  March  18,  2005),  to
repurchase an aggregate of 4,397,950 shares of our common stock held by the GTCR
funds and the  TCW/Crescent  funds for $30.2 million,  and to contribute  $199.8
million to Prestige International Holdings, LLC, which was used to redeem all of
its outstanding  senior  preferred units and class B preferred units. We did not
receive any of the  proceeds  from the sale of  4,200,000  shares by the selling
stockholders as a result of the  underwriters  exercising  their  over-allotment
options.

                                       63

<PAGE>


Restatement of Prior Period Financial Statements

As a result  of a review  of  certain  accounting  practices  performed  in
conjunction  with the Company's  assessment of internal  controls over financial
reporting  under  Section  404  of  the  Sarbanes-Oxley  Act  of  2002  and  the
preparation  of the financial  statements  for the quarter  ended  September 30,
2005,  the  Company   determined  it  erroneously   applied  generally  accepted
accounting  principles  as  they  relate  to the  recognition  of  revenue,  the
classification  of  certain  trade  promotion  allowances,  the  computation  of
deferred income taxes, and the computation of earnings per share.

With  respect to revenue  recognition,  Staff  Accounting  Bulletin No. 104 sets
forth the  criteria for revenue  recognition,  one of which is that risk of loss
has passed to the customer.  The Company,  consistent with its published pricing
and shipping terms, has historically recognized revenue upon shipment of product
to the customer.  Upon closer  examination of its shipping  practices and terms,
the Company  determined that it often was unclear when, from a legal standpoint,
risk of loss of its products passed to its customers.  Accordingly,  the Company
has concluded that revenue should not be recognized until product is received by
its customers (referred to as "FOB destination point"),  unless the risk of loss
transfers to the customer at the point of shipment. The Company will restate its
previously issued financial statements to correct this erroneous  application of
generally accepted accounting  principles.  The effects of these adjustments for
each fiscal  period are reflected in the schedules as set forth in Note 2 to the
financial statements.

With respect to the  classification  of trade  promotions  and  allowances,
Emerging  Issues Task Force Issue 01-09 sets forth the criteria for  classifying
such  promotions  and  allowances as an expense or a reduction of revenue.  Upon
review,  the  Company  determined  that it had  incorrectly  classified  certain
promotion  and  allowance  amounts  as expense  rather  than as a  reduction  of
revenue.   The  Company's  restated  financial  statements  will  correct  these
misclassifications.  These  adjustments  do not affect the  balance  sheet,  net
income,  operating  income or cash flows from  operations.  The effects of these
adjustments  for each fiscal  period are reflected in the schedules as set forth
in Note 2 to the financial statements.

With respect to the provision for income taxes and related  deferred taxes,
Statement of Financial  Accounting  Standards No. 109 sets forth the criteria by
which such amounts are to be recognized. During the preparation of the financial
statements for the quarter ended September 30, 2005, the Company determined that
the increase in the deferred  income taxes  related to the increase in graduated
federal  income  tax rates from 34% to 35% should  have been  recognized  in the
period in which it filed its first  consolidated  federal income tax return. The
Company's  restated  financial  statements  will  recognize this increase in the
quarter and year ended March 31, 2005. Previously, the Company had recorded this
increase  in the three  month  period  ended June 30,  2005.  The effect of this
adjustment  for each fiscal period is reflected in the schedules as set forth in
Note 2 to the financial statements.


With respect to earnings per share,  Statement of Financial Accounting Standards
No. 128 sets forth the criteria  for  computing  basic and diluted  earnings per
share.  Upon  examination  of its earnings per share  calculations,  the Company
determined  that certain issued and  outstanding,  but unvested,  shares held by
management were improperly reflected in the earnings per share computations. The
effects  of these  adjustments  for each  fiscal  period  are  reflected  in the
schedules as set forth in Note 2 to the financial statements.


Quarterly Period Ended September 30, 2005 compared to the Quarterly
   Period Ended September 30, 2004

Net Sales
Net sales for the period ended September 30, 2005 were $73.3 million compared to
$79.9 million for the comparable  period of the prior year.  This  represented a
decrease  of $6.6  million or 9.0% from the prior  period.  All three  operating
segments experienced sales declines during the period. The Over-the-Counter Drug
segment had net sales of $40.8 million for the period ended  September 30, 2005,

                                       64
<PAGE>


a decrease  of $1.9  million,  or 4.6% below net sales of $42.7  million for the
period ended September 30, 2004. The Household Cleaning segment had net sales of
$25.2  million  for the period  ended  September  30,  2005,  a decrease of $2.3
million, or 8.4% below net sales of $27.5 million for the period ended September
30, 2004. The Personal Care segment had net sales of $7.3 million for the period
ended  September 30, 2005, a decrease of $2.3 million,  or 24.2% below net sales
of $9.7 million for the period ended September 30, 2004.

Over-the-Counter Drug Segment
Net sales in the Over-the-Counter Drug segment were $40.8 million for the period
ended  September 30, 2005 versus $42.7 million for the comparable  period of the
prior year.  This  represented a decrease of $1.9 million or 4.6% from the prior
period. The sales decrease was the result of declines in Compound W and New Skin
partially offset by Little Remedies,  which is not included in the September 30,
2004 results, and gains on Chloraseptic.  The decline in Compound W is primarily
a result of continued softness in the retail wart remover category and increased
competition.  The decline in New Skin is a result of the contraction in sales in
the retail liquid bandage  category.  The Little  Remedies brand was acquired in
the Vetco  acquisition in October 2004. The  Chloraseptic  gains are a result of
continued  strong retail  consumer  consumption  and  introduction  of new items
during the period.

Personal Care Segment
Net sales of the  Personal  Care  segment were $7.3 million for the period ended
September  30, 2005 versus $9.7 million for the  comparable  period of the prior
year.  This  represented  a  decrease  of $2.3  million  or 24.2% from the prior
period.  The sales  decrease  is a result of the  continued  decline of the nail
polish  remover  category  on Cutex and  Denorex  brand's  continued  decline in
consumer consumption.

Household Cleaning Segment
Net sales of the  Household  Cleaning  segment were $25.2 million for the period
ended  September 30, 2005 versus $27.5 million for the comparable  period of the
prior year.  This  represented a decrease of $2.3 million or 8.4% from the prior
period.  The sales  decrease  was  primarily  a result of  declines on the Comet
brand. The decrease in Comet sales is largely attributable to the discontinuance
of the Clean & Flush  toilet bowl product  during 2004 and a one-time  inventory
level adjustment by a large customer.  Retail movement on the core Comet product
line - powder, sprays and cream - continued to strengthen during the period. The
Spic and Span brand was down slightly from last year's second quarter.

Gross Profit
Gross profit for the period ended September 30, 2005 was $37.8 million  compared
to $42.0 million for the comparable period of the prior year. This represented a
decrease of $4.2 million or 10.0% from the prior  period.  The decrease in gross
profit is primarily a result of the sales  shortfall.  Gross profit as a percent
of sales was 51.5% for the period ended  September 30, 2005 versus 52.5% for the
comparable  period of the prior year. The decrease in gross profit percentage is
a result of higher transportation costs and $0.3 million of costs related to the
Company's change to a new logistics provider during the quarter. Those increases
were partially offset by favorable sales mix to higher gross margin brands.

Over-the-Counter Drug Segment
Gross profit of the  Over-the-Counter  segment was $25.2  million for the period
ended  September 30, 2005 versus $26.3 million for the comparable  period of the
prior year.  This  represented a decrease of $1.1 million or 4.3% from the prior
period.  Gross  profit as a percent  of sales  was  61.8% for the  period  ended
September 30, 2005 versus 61.7% for the comparable period of the prior year. The
increase in gross profit percentage is a result of favorable sales mix partially
offset by increased  transportation  and warehouse costs.  Compound W Freeze-off
has  a  lower  gross  profit   percentage   than  the  average  product  in  the
Over-the-Counter  Drug  segment  and a  smaller  proportion  of the sales in the
period ended September 30, 2005 than in the comparable period of the prior year.

Personal Care Segment
Gross profit of the personal  care segment was $2.9 million for the period ended
September  30, 2005 versus $4.8 million for the  comparable  period of the prior
year.  This  represented  a  decrease  of $1.9  million  or 40.0% from the prior

                                       65
<PAGE>



period.  Gross  profit as a percent  of sales  was  39.2% for the  period  ended
September 30, 2005 versus 49.5% for the comparable period of the prior year. The
gross profit decrease is due to the sales  shortfall,  increased costs of goods,
higher  transportation  costs and cost  related  to  warehouse  relocation.  The
increased cost of goods is primarily a result of higher petroleum prices related
to the Cutex product line and higher costs  associated  with the increased value
size for Denorex which was introduced last fall.

Household Cleaning Segment
Gross profit of the Household  Cleaning  segment was $9.7 million for the period
ended  September 30, 2005 versus $10.9 million for the comparable  period of the
prior year. This  represented a decrease of $1.2 million or 10.7% from the prior
period.  The  decrease  in gross  profit  is  primarily  a result  of the  sales
shortfall.  Gross  profit as a percent of sales was 38.5% for the  period  ended
September 30, 2005 versus 39.5% for the comparable period of the prior year as a
result of increased transportation costs.

Contribution Margin
Contribution  margin was $27.6  million for the period ended  September 30, 2005
versus  $33.6  million  for  the  comparable  period  of the  prior  year.  This
represented  a decrease  of $6.0  million or 17.8%  from the prior  period.  The
contribution  margin  decrease  is a result of lower  sales and gross  margin as
discussed  above  and a $1.8  million  increase  in  advertising  and  promotion
spending in the period  ended  September  30, 2005 versus the same period in the
prior year.

Over-the-Counter Drug Segment
Contribution margin of the  Over-the-Counter  drug segment was $18.1 million for
the period  ended  September  30, 2005 versus $20.5  million for the  comparable
period of the prior year. The  contribution  margin  decrease is a result of the
gross  profit  decline  as  discussed  above  and a  $1.3  million  increase  in
advertising and promotion spending in the period ended September 30, 2005 versus
the same period of the prior year.  Advertising and promotion spending increased
during the period ended September 30, 2005 on Chloraseptic, Clear Eyes, Compound
W, New Skin and Little Remedies compared to the period ended September 30, 2004.

Personal Care Segment
Contribution margin of the personal care segment was $1.5 million for the period
ended  September 30, 2005 versus $3.3 million for the  comparable  period of the
prior year. This  represented a decrease of $1.8 million or 53.6% from the prior
period. The contribution margin decrease is a result of the gross profit decline
discussed above, partially offset by a $0.1 million reduction in advertising and
promotion spending in the period ended September 30, 2005 versus the same period
of the prior year.

Household Cleaning Segment
Contribution  margin of the Household  Cleaning segment was $8.0 million for the
period ended September 30, 2005 versus $9.7 million for the comparable period of
the prior year.  This  represented  a decrease of $1.7 million or 18.0% from the
prior period.  The contribution  margin decrease is a result of the gross profit
decline as  discussed  above and a $0.5  million  increase  in  advertising  and
promotion spending in the period ended September 30, 2005 versus the same period
of the prior year. The increased  advertising and promotion is primarily related
to Comet media spending.

General and Administrative
General and  administrative  expenses  were $4.1  million  for the period  ended
September  30, 2005 versus $4.5 million for the  comparable  period of the prior
year.  Synergies  achieved  with  the  Medtech,  Bonita  Bay and  Spic  and Span
acquisitions were partially offset by an increase in costs associated with being
a public company,  including,  Sarbanes-Oxley  reporting compliance,  regulatory
filings and legal fees.

Depreciation and Amortization
Depreciation  and  amortization  expense was $2.6  million for the period  ended
September  30, 2005 versus $2.3 million for the  comparable  period of the prior
year. The increase was due to amortization  of intangible  assets related to the
Vetco acquisition.

                                       66
<PAGE>


Interest Expense, net
Net interest  expense was $8.7 million for the period ended  September  30, 2005
versus  $10.8  million  for  the  comparable  period  of the  prior  year.  This
represented  a decrease  of $2.1  million or 20.0%  from the prior  period.  The
decrease  in  interest   expense  is  due  to  the  reduction  of   indebtedness
outstanding.

Income Taxes
The income tax  provision  for the period ended  September 30, 2005 was  $4.8
million,  with an  effective  rate of  39.3%,  compared  to $6.1 million,  with
an effective  rate of 38.0% for period ended  September 30, 2004.  The increase
in effective tax rate is primarily the result of an increase in the graduated
federal income tax rate from 34% to 35%, effective March 31, 2005.

Six Month Period Ended September 30, 2005 compared to the Six Month
   Period Ended September 30, 2004

Net Sales
Net sales for the six month period ended  September 30, 2005 were $136.8 million
compared to $138.7  million for the  comparable  period of the prior year.  This
represented  a  decrease  of $1.9  million  or 1.4% from the prior  period.  The
Over-the-Counter  Drug segment had net sales of $74.1  million for the six month
period ended September 30, 2005, an increase of $2.0 million,  or 2.8% above net
sales of $72.1 million for the six month period ended  September  30, 2004.  The
Household  Cleaning  segment  had net sales of $48.1  million  for the six month
period ended  September 30, 2005, a decrease of $1.5 million,  or 3.2% below net
sales of $49.6 million for the six month period ended  September  30, 2004.  The
Personal  Care  segment had net sales of $14.6  million for the six month period
ended  September 30, 2005, a decrease of $2.4 million,  or 14.1% below net sales
of $17.0 million for the six month period ended September 30, 2004.

Over-the-Counter Drug Segment
Net sales in the  Over-the-Counter  Drug segment were $74.1  million for the six
month period ended  September 30, 2005 versus $72.1  million for the  comparable
period of the prior year.  This  represented an increase of $2.0 million or 2.8%
from the prior period.  The sales increase  resulted from  year-over-year  sales
gains for the  Chloraseptic  and Clear Eyes  brands and the  addition  of Little
Remedies  in fiscal  year 2006  compared  to no sales  the  prior  year  (Little
Remedies was acquired in October 2004) partially offset by a decline in sales of
Compound W. The  decline in Compound W is  primarily a result of softness in the
retail wart remover category and increased competition.  The decline in New Skin
is a result of the drop in sales in the  retail  liquid  bandage  category.  The
Little Remedies brand was acquired in the Vetco acquisition in October 2004. The
Chloraseptic  and  Clear  Eyes  gains are a result of  continued  strong  retail
consumer consumption during the period.

Personal Care Segment
Net sales of the  Personal  Care  segment  were $14.6  million for the six month
period ended  September 30, 2005 versus $17.0 million for the comparable  period
of the prior year. This represented a decrease of $2.4 million or 14.1% from the
prior  period.  The sales  decrease  is  primarily  attributable  to the Denorex
brand's continued  decline in consumer  consumption and lower Cutex sales due to
softness in the nail polish remover category.

Household Cleaning Segment
Net sales of the Household Cleaning segment were $48.1 million for the six month
period ended  September 30, 2005 versus $49.6 million for the comparable  period
of the prior year. This  represented a decrease of $1.5 million or 3.2% from the
prior period.  The sales  decrease was the result of declines in both  household
brands  - Comet  and Spic and  Span.  The  decrease  in Comet  sales is  largely
attributable  to the  discontinuance  of the Clean & Flush  toilet bowl  product
during 2004 and a one-time inventory level adjustment by a large customer during
the period ended  September  30, 2005.  Retail  movement for the on-going  Comet
product line - powder,  sprays and cream - continued to strengthened  during the
period.

                                       67
<PAGE>


Gross Profit
Gross profit for the six month period ended September 30, 2005 was $72.3 million
compared to $67.6  million  for the  comparable  period of the prior year.  This
represented  an increase of $4.7 million or 6.9% from the prior period.  The six
month  period  ended  September  30,  2004  included   inventory  step-up  costs
associated  with  the  acquisitions  of the  businesses  of  approximately  $5.2
million.  Excluding costs  associated  with the inventory  step-up in the period
ended September 30, 2004, gross profit decreased by $0.6 million or 0.8% for the
six month  period  ended  September  30,  2005.  The decrease in gross profit is
primarily a result of the sales  shortfall.  Gross  profit as a percent of sales
was 52.9% for the six month period ended September 30, 2005 versus 48.8% for the
comparable  period of the prior year.  Excluding the inventory  step-up  charge,
gross  profit in the prior year period was 52.5%.  The  increase in gross profit
percentage is primarily a result of a favorable  sales mix  partially  offset by
higher transportation costs..

Over-the-Counter Drug Segment
Gross  profit for the  Over-the-Counter  segment  was $46.9  million for the six
month period ended  September 30, 2005 versus $42.6  million for the  comparable
period of the prior year. This  represented an increase of $4.3 million or 10.1%
from the prior  period.  Excluding  $2.6  million  of cost  associated  with the
inventory step-up in the six month period ended September 30, 2004, gross profit
increased by $1.7 million or 3.8% for the six month period ended  September  30,
2005.  Gross  profit  as a percent  of sales was 63.3% for the six month  period
ended  September  30, 2005 versus 59.0% for the  comparable  period of the prior
year.  Excluding the inventory step up charge,  gross profit in the prior period
was 62.6%. The increase in gross profit as a percent of sales, excluding cost of
inventory  step-up,  was due to favorable sales mix,  partially offset by higher
transportation  costs. Compound W Freeze-off has a lower gross profit percentage
than the  average  product in the  Over-the-Counter  Drug  segment and a smaller
proportion of the sales in the six month period ended September 30, 2005 than in
the comparable period of the prior year.

Personal Care Segment
Gross  profit of the  personal  care  segment was $6.2 million for the six month
period ended September 30, 2005 versus $7.8 million for the comparable period of
the prior year.  This  represented  a decrease of $1.6 million or 20.7% from the
prior  period.  Excluding  $0.2 million of costs  associated  with the inventory
step-up in the six month period ended September 30, 2004, gross profit decreased
by $1.8 million or 23.1% for the six month period ended  September 30, 2005. The
gross profit decrease is primarily due to the sales shortfall. Gross profit as a
percent of sales was 42.7% for the six month  period  ended  September  30, 2005
versus  46.3%  for the  comparable  period  of the  prior  year.  Excluding  the
inventory  step-up charge,  gross profit in the prior year period was 47.8%. The
gross profit  decrease is due to the sales  shortfall,  increased costs of goods
and higher  transportation  costs.  The  increased  cost of goods is primarily a
result of higher  petroleum  prices  related to the Cutex  product  line and the
higher cost value size for Denorex which was introduced last fall.

Household Cleaning Segment
Gross profit of the  Household  Cleaning  segment was $19.1  million for the six
month period ended  September 30, 2005 versus $17.2  million for the  comparable
period of the prior year. This  represented an increase of $1.9 million or 11.3%
from the prior  period.  Excluding  $2.4  million of costs  associated  with the
inventory step-up in the six month period ended September 30, 2004, gross profit
decreased by $0.5 million or 2.4% for the six month period ended  September  30,
2005. The decrease in gross profit is a result of the sales shortfall, partially
offset by improved gross profit as a percent of sales due to  discontinuance  of
the lower margin Clean & Flush toilet bowl product and sales of certain obsolete
Spic and Span  inventory.  Gross  profit as a percent of sales was 39.8% for the
period ended  September 30, 2005 versus 34.7% for the  comparable  period of the
prior year.  Excluding the inventory  step-up charge,  gross profit in the prior
year period was 39.5%.

Contribution Margin
Contribution  margin was $53.4 million for the six month period ended  September
30, 2005 versus $48.4 million for the comparable  period of the prior year. This
represented  an  increase  of $5.0  million  or  10.3%  from the  prior  period.

                                       68
<PAGE>


Excluding  costs  associated  with  the  inventory   step-up   mentioned  above,
contribution  margin  decreased by $0.2 million or 0.5% for the six month period
ended  September 30, 2005 versus the  comparable  period of the prior year.  The
contribution  margin  decrease  is a result of lower  sales and gross  margin as
discussed  above and a $0.3  million  reduction  in  advertising  and  promotion
spending in the six month period ended September 30, 2005 versus the same period
in the prior year.

Over-the-Counter Drug Segment
Contribution margin for the Over-the-Counter  drug segment was $33.6 million for
the six month  period  ended  September  30, 2005 versus  $30.2  million for the
comparable  period  of the  prior  year.  Excluding  costs  associated  with the
inventory step-up mentioned above, contribution margin increased by $0.8 million
or 2.6% for the six month period ended  September 30, 2005 versus the comparable
period of the prior year. The  contribution  margin  increase is a result of the
increase in sales and gross profit  discussed above and partially offset by $0.9
million  increase in advertising and promotion  spending in the six month period
ended  September 30, 2005 versus the same period of the prior year.  Advertising
and promotion  increased  during the period primarily on Clear Eyes for Dry Eyes
and Compound W partially  offset by a  Chloraseptic  media test program aimed at
the allergy  season in the six month period ended  September  30, 2004 which was
not repeated in the period ended September 30, 2005.

Personal Care Segment
Contribution  margin for the personal  care segment was $4.1 million for the six
month period  ended  September  30, 2005 versus $4.4 million for the  comparable
period of the prior year.  This  represented  a decrease of $0.4 million or 8.0%
from the prior period.  Excluding costs  associated  with the inventory  step-up
mentioned above, contribution margin decreased by $0.6 million. The contribution
margin  decrease is a result of lower sales and gross margin as discussed  above
partially  offset by a $1.3  million  reduction  in  advertising  and  promotion
spending in the six month period ended  September  30,  2005.  The  reduction in
advertising and promotion was primarily a result of a shift in Cutex advertising
from television to print media.

Household Cleaning Segment
Contribution  margin of the Household Cleaning segment was $15.6 million for the
six  month  period  ended  September  30,  2005  versus  $13.7  million  for the
comparable  period of the prior  year.  This  represented  an  increase  of $1.9
million or 13.8% from the prior  period.  Excluding  costs  associated  with the
inventory step-up mentioned above, contribution margin decreased by $0.5 million
or 3.2% for the six month period ended  September 30, 2005 versus the comparable
period of the prior year. The contribution  margin decrease is a result of lower
sales and gross margin as discussed  above.  Advertising and promotion  spending
was flat in the six month  period end  September  30,  2005 from the  comparable
period of the prior year.

General and Administrative
General and  administrative  expenses were $9.0 million for the six month period
ended  September 30, 2005 versus $9.4 million for the  comparable  period of the
prior year.  Synergies achieved with the integration of the Medtech,  Bonita Bay
and Spic and Span  acquisitions  were  partially  offset by an increase in costs
associated  with being a public  company,  including,  Sarbanes-Oxley  reporting
compliance,  regulatory  filings  and legal  fees.  The six month  period  ended
September  30, 2005  includes  additional  expenses  associated  with adding the
Little  Remedies  brand in the Vetco  acquisition  that was completed in October
2004.

Depreciation and Amortization
Depreciation and amortization  expense was $5.3 million for the six month period
ended  September 30, 2005 versus $4.5 million for the  comparable  period of the
prior year. The increase was due to amortization of intangible assets related to
the Vetco acquisition.

                                       69
<PAGE>


Interest Expense, net
Net interest  expense was $17.2 million for the six month period ended September
30, 2005 versus $29.5 million for the comparable  period of the prior year. This
represented  a decrease  of $12.3  million or 21.5% from the prior  period.  The
decrease  in  interest   expense  is  due  to  the  reduction  of   indebtedness
outstanding.

Loss on Extinguishment of Debt
Loss on  extinguishment  of debt was $0 for the six month period ended September
30, 2005 versus $7.6 million for the  comparable  period of the prior year.  The
$7.6 million for the six month period  ended  September  30, 2004 related to the
write-off of deferred  financing  costs and debt discounts  associated  with the
borrowings retired in connection with the Bonita Bay acquisition.

Income  Taxes
The  income  tax  provision  for the six month  period ended September 30, 2005
was $8.6 million,  with an effective rate of 39.3%,  compared to $2.2 million,
with an effective rate of 43.6% for the six month period ended September 30,
2004.  The difference in the effective tax rates for the six month periods ended
September 30, 2005 and 2004 results primarily from the computation of taxes on a
separate company basis during the six month period ended September 30, 2004.


Liquidity and Capital Resources
We have  historically  financed our operations  with a combination of internally
generated funds and borrowings. In February 2005, we completed an initial public
offering  that  provided the Company with net proceeds of $416.8  million  which
were used to repay $184.0 million of  indebtedness,  to repurchase  common stock
held by the GTCR  funds and the  TCW/Crescent  funds,  and to redeem  all of the
outstanding  senior preferred units and class B preferred units held by previous
investors.  Our principal uses of cash are for operating expenses, debt service,
acquisitions, working capital, and capital expenditures.

Net cash  provided by operating  activities  was $24.5  million for period ended
September 30, 2005 compared to $26.4 million for comparable  period of the prior
year.  The $1.9  million  increase  was  primarily  due to net  income  of $13.3
million,  adjusted for non-cash items of $14.5 million in 2005,  compared to net
income of $2.8  million,  adjusted for non-cash  items of $21.8  million for the
period ended  September 30, 2004,  offset by working  capital  changes.  Working
capital increased by $3.3 million for period ended September 30, 2005, primarily
due to an increase in  inventory  of $8.1 million as a result of the build-up of
Chloraseptic  and  Little  Remedies  inventory  in  advance  of the cold and flu
season,  as well as higher than normal  inventory levels of Compound W resulting
from the sales  shortfall  during the  period,  offset by a decrease in accounts
receivable of $3.4 million and increase in accounts payable and accrued expenses
of $1.5 million.

Net  cash  used in  investing  activities  was $0.3  million  for  period  ended
September  30,  2005  compared  to net  cash  used  of  $373.4  million  for the
comparable  period of the prior year. The net cash used in investing  activities
for  the  September  30,  2005  period  was  primarily  a  result  of  leasehold
improvements on the Company's Irvington,  New York offices. The net cash used in
investing  activities for the period ended June 30, 2004 was for the acquisition
of Bonita Bay on April 6, 2004.

Net cash used in  financing  activities  was $2.0  million for the period  ended
September 30, 2005 compared to $372.4 million for the period ended September 30,
2004. Net cash used in financing activities for September 30, 2005 was primarily
due to mandatory scheduled payments on the senior secured term loan facility. In
the period ended September 30, 2004, to finance the  acquisitions of Bonita Bay,
the Company  borrowed $668.5 million and issued preferred units and common units
of $58.5  million.  The increase in debt was partially  offset by the payment of
deferred  financing  costs of $22.9  million,  repayment of the debt incurred in
February 2004 at the time of the  Medtech/Denorex  acquisition,  the pay down of
the revolving  credit facility and scheduled  payments on current debt which all
totaled $331.7 million.

                                       70
<PAGE>


Capital Resources
On February 15, 2005, the Company completed an initial public offering of common
stock which resulted in net proceeds of $416.8  million.  The proceeds were used
to repay the $100.0 million  outstanding  under the Tranche C Term Loan Facility
(plus a repayment  premium of $3.0 million and accrued  interest of $0.5 million
as of February 15,  2005),  and to redeem $84.0  million in aggregate  principal
amount of our existing  9.25%  Senior  Notes (plus a redemption  premium of $7.8
million and accrued  interest of $3.3 million as of March 18,  2005).  Effective
upon the completion of the initial public offering, we entered into an amendment
to the credit  agreement  that,  among other  things,  allows us to increase the
indebtedness under our Tranche B Term Loan Facility by $200.0 million and allows
for an increase in our Revolving Credit Facility up to $60.0 million.

As of September 30, 2005, we had an aggregate of $493.5  million of  outstanding
indebtedness,  which  consisted  of  (i)  an  aggregate  of  $367.5  million  of
borrowings  under the Tranche B Term Loan  Facility,  and (ii) $126.0 million of
9.25% Senior Notes due 2012.  We had $60.0 million of borrowing  capacity  under
the Revolving Credit Facility available at such time.

All loans under the Senior  Credit  Facility  bear  interest at floating  rates,
which can be either (i) based on the prime  rate,  or (ii) LIBOR  rate,  plus an
applicable  margin. As of September 30, 2005, an aggregate of $367.5 million was
outstanding under the term loans at a weighted average interest rate of 5.9%.

On June 30, 2004, we paid $52,000 for a 5% interest  rate cap  agreement  with a
notional  amount of $20 million.  The interest rate cap terminates in June 2006.
On March 7, 2005,  we paid $2.3 million for interest  rate cap  agreements  that
became  effective  August 30, 2005, with a total notional amount of $180 million
and  LIBOR  cap  rates  ranging  from  3.25% to  3.75%.  The  interest  rate cap
agreements  terminate on May 30, 2006, 2007 and 2008 as to $50.0 million,  $80.0
million and $50.0 million, respectively. The fair value of the interest rate cap
agreements was $2.6 million at September 30, 2005.

The Tranche B Term Loan Facility  matures in April 2011. We must make  quarterly
amortization  payments on the term loan  facility  equal to 0.25% of the initial
principal amount of the term loan. The Revolving Credit Facility matures and the
commitments  relating to the Revolving Credit Facility  terminate in April 2009.
The  obligations  under the Senior  Credit  Facility are  guaranteed on a senior
basis by Prestige International and all of its domestic subsidiaries, other than
the issuer (Prestige Brands,  Inc.), and are secured by substantially all of our
assets.

The Senior Credit  Facility  contains  various  financial  covenants,  including
financial  covenants  that  require  us to  maintain  certain  leverage  ratios,
interest  coverage ratios and fixed charge coverage ratios, as well as covenants
restricting us from undertaking  specified  corporate  actions,  including asset
dispositions,  acquisitions,  payment of dividends and other specified payments,
changes of control, incurrence of indebtedness,  creation of liens, making loans
and investments and transactions with affiliates.  Our Senior Notes require that
adjusted  EBITDA (as defined in the indenture  governing  such notes) be used as
the basis for calculating our leverage and interest  coverage ratios. We were in
compliance  with our  financial  and  restrictive  covenants  under  the  credit
facility at September 30, 2005.

Our principal  sources of funds are  anticipated to be cash flows from operating
activities and available  borrowings  under the Revolving  Credit  Facility.  We
believe that these funds will provide us with  sufficient  liquidity and capital
resources for us to meet our current and future financial  obligations,  as well
as to provide funds for working  capital,  capital  expenditures and other needs
for at least the next 12 months. We regularly review  acquisition  opportunities
and other potential strategic transactions, which may require additional debt or
equity financing.

                                       71

<PAGE>


Commitments

As of September 30, 2005, we had ongoing  commitments under various  contractual
and commercial obligations as follows:

<TABLE>
<S>                                    <C>               <C>               <C>            <C>            <C>

                                                         Less than         1 to 3         4 to 5           After 5
     Contractual Obligations             Total            1 Year           Years           Years            Years
                                      -------------    --------------   ------------    ------------     -------------
                                                                        (in millions)
Long-term debt                          $  493.5         $   3.7           $    7.5       $   7.5          $    474.8

Interest on long-term debt (1)             203.1            31.7               62.5          62.1                46.8

Operating leases                             1.4             0.4                0.8           0.2                --
                                      -------------    --------------    -----------    ------------     -------------

Total Contractual Obligations           $  698.0         $  35.8           $   70.8       $  69.8          $    521.6
                                      =============    ==============    ===========    ============     =============
</TABLE>


-------------------
     (1) Represents  the  estimated  interest  obligations  on  the  outstanding
         balance of the Tranche B Term Loan Facility and the outstanding balance
         of the Senior Notes,  together,  assuming scheduled  principal payments
         (based on the terms of the loan  agreements)  were made and  assuming a
         weighted average interest rate of 6.4%.  Estimated interest obligations
         would be different under different assumptions regarding interest rates
         or timing of principal  payments.  If interest rates on borrowings with
         variable  rates  increased  by  1%,  interest  expense  would  increase
         approximately $3.7 million, in the first year.

                                       72

<PAGE>


Critical Accounting Policies and Estimates

The significant  accounting policies are described in the notes of the unaudited
financial statements included elsewhere in this document.  While all significant
accounting policies are important to our consolidated financial statements, some
of these policies may be viewed as being critical.  Such policies are those that
are both most important to the portrayal of our financial  condition and require
our most difficult, subjective and complex estimates and assumptions that affect
the reported amounts of assets, liabilities,  revenues, expenses and the related
disclosure of contingent assets and liabilities.  These estimates are based upon
our historical experience and on various other assumptions that we believe to be
reasonable under the  circumstances.  Actual results may differ  materially from
these  estimates under  different  assumptions or conditions.  The most critical
accounting policies are as follows:

Allowance for doubtful accounts and the allowance for obsolete and damaged
inventory
In the ordinary course of business,  we grant non-interest  bearing trade credit
to our customers on normal  credit terms.  To reduce our credit risk, we perform
ongoing credit evaluations of our customers' financial  condition.  In addition,
we  maintain  an  allowance  for  doubtful  accounts  receivable  based upon our
historical  collection  experience and expected  collectibility  of our accounts
receivable.   If  uncollectible  account  balances  exceed  our  estimates,  our
financial statements would be adversely affected.

We write down our inventory for  estimated  obsolescence  or damage equal to the
difference  between the cost of inventory and the  estimated  market value based
upon  assumptions  about future demand and market  conditions.  If actual market
conditions  are less favorable  than those  projected by management,  additional
inventory write-downs may be required.

Valuation of long-lived and intangible assets and goodwill
Pursuant to FASB  Statement No. 141,  "Business  Combinations"  ("Statement  No.
141") and Statement No. 142, "Goodwill and Other Intangible Assets"  ("Statement
No.  142")  goodwill  and  indefinite-lived  intangible  assets  are  no  longer
amortized,  but must be tested  for  impairment  at least  annually.  Intangible
assets with finite lives are amortized over their  respective  estimated  useful
lives.  We are  required  to make  judgments  regarding  the value  assigned  to
acquired  intangible assets and their respective useful lives. Our determination
of the  values  and lives  was  based on our  analysis  of the  requirements  of
Statements  No. 141 and No. 142, as well as an  independent  evaluation  of such
assets.  We have  determined  that a significant  portion of our trademarks have
indefinite lives. If we determine that any of these assets has a finite life, we
would  amortize the value of that asset over the  remainder of such finite life.
Intangible  assets with finite  lives and other  long-lived  assets must also be
evaluated for impairment when management believes that the carrying value of the
asset  will not be  recovered.  Adverse  changes  in market  conditions  or poor
operating  results  could result in a future  impairment  charge.  There were no
impairments of goodwill,  indefinite-lived intangible assets or other long-lived
assets during the period ended September 30, 2005. Goodwill and other intangible
assets amounted to $899.0 million at September 30, 2005.

Revenue Recognition
We comply  with the  provisions  Securities  and  Exchange  Commission  of Staff
Accounting Bulletin 104 "Revenue  Recognition," which states that revenue should
be  recognized  when the  following  revenue  recognition  criteria are met: (1)
persuasive  evidence of an arrangement  exists; (2) the product has been shipped
and the customer  takes  ownership and assumes the risk of loss; (3) the selling
price is fixed or determinable;  and (4) collection of the resulting  receivable
is  reasonably  assured.  The  Company  has  determined  that  the  risk of loss
generally  occurs when  product is received by the  customer  and,  accordingly,
recognizes revenue at that time.

We must make estimates of potential  future product  returns  related to current
period  sales.  In order to do this,  we  analyze  historical  returns,  current
economic  trends and changes in customer  demand and  acceptance of our products
when  evaluating  the adequacy of our  allowance  for returns in any  accounting
period.  If actual returns are greater than those  estimated by management,  our
financial statements in future periods would be adversely affected.

                                       73
<PAGE>


The  Company  frequently  participates  in  the  promotional  programs  of its
customers,  as is  customary  in this  industry.  The  ultimate  cost  of  these
promotional  programs  varies based on the actual  number of units sold during a
finite period of time. These programs may include coupons, scan downs, temporary
price reductions or other price guarantee  vehicles.  The Company  estimates the
cost of such  promotional  programs  at  their  inception  based  on  historical
experience and current market conditions and reduces sales by such estimates. At
the completion of the promotional program, the estimated amounts are adjusted to
actual results.

Recent Accounting Pronouncements
In March  2005,  the FASB  issued FIN 47 which  clarifies  guidance  provided by
Statement No. 143,  "Accounting  for Asset  Retirement  Obligations."  FIN 47 is
effective  for the Company no later than March 31, 2006.  The adoption of FIN 47
is not expected to have a significant impact on our financial position,  results
of operations or cash flows.

In May 2005, the FASB issued Statement No. 154 which replaces APB Opinion No. 20
and FASB Statement No. 3,  "Reporting  Accounting  Changes in Interim  Financial
Statements."  Statement  No. 154 requires that  voluntary  changes in accounting
principle be applied  retrospectively  to the balances of assets and liabilities
as of the beginning of the earliest period for which  retrospective  application
is  practicable  and  that a  corresponding  adjustment  be made to the  opening
balance  of  retained  earnings.  APB  Opinion  No.  20 had  required  that most
voluntary  changes in  accounting  principle be  recognized  by including in net
income the cumulative effect of changing to the new principle. Statement No. 154
is effective for all accounting changes and corrections of errors made in fiscal
years beginning after December 15, 2005.

Off-Balance Sheet Arrangements
We do not have any off-balance sheet  arrangements or financing  activities with
special-purpose entities.

Inflation
Inflationary factors such as increases in the costs of raw materials,  packaging
materials,  purchased  product and overhead may  adversely  affect our operating
results.  Although we do not believe that inflation has had a material impact on
our  financial  position or results of  operations  for the periods  referred to
above,  a high rate of inflation in the future may have an adverse  effect on us
and our operating results.

Seasonality
The first  quarter of our fiscal year  typically has the lowest level of revenue
due to the seasonal  nature of certain of our brands  relative to the summer and
winter months.  In addition,  the first quarter is the least profitable  quarter
due the increased  advertising and promotional  spending to support those brands
with a summer  season,  such as,  Compound W, Cutex and New Skin.  The Company's
advertising and promotional campaign in the third quarter influence sales in the
fourth quarter winter  months.  Additionally,  the fourth quarter has the lowest
level of advertising and promotional spending as a percent of revenue.

           CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This quarterly  report of Form 10-Q contains forward looking  statements  within
the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act"),
including  information within Management's  Discussion and Analysis of Financial
Condition and Results of  Operations.  The following  cautionary  statements are
being made  pursuant  to the  provisions  of the Act and with the  intention  to
obtaining the benefits of the "safe harbor"  provisions of the Act.  Although we
believe  that our  expectations  are  based on  reasonable  assumptions,  actual
results may differ materially from those in the forward looking statement.

These  forward-looking  statements  may or may not contain the words  "believe,"
"anticipate," "expect," "estimate," "project," "will be," "will continue," "will
likely result," or other similar words and phrases.  Forward-looking  statements

                                       74
<PAGE>


and  our  plans  and   expectations  are  subject  to  a  number  of  risks  and
uncertainties  that could cause actual results to differ  materially  from those
anticipated, including, but not limited to the following:

     o  general economic conditions affecting our products and their respective
        markets,

     o  the high level of competition in our industry and markets,

     o  our dependence on a limited number of customers for a large portion of
        our sales,

     o  disruptions in our distribution center,

     o  acquisitions  or  other  strategic   transactions  diverting  managerial
        resources,  or  incurrence  of  additional  liabilities  or  integration
        problems associated with such transactions,

     o  changing consumer trends, pricing pressures which may cause us to lower
        our prices,

     o  increases in supplier prices,

     o  changes in our senior management team,

     o  our ability to protect our intellectual property rights,

     o  our dependency on the reputation of our brand names,

     o  shortages of supply of sourced goods or interruptions in the
        manufacturing of our products,

     o  our level of debt, and ability to service our debt,

     o  our ability to obtain additional financing, and

     o  the restrictions imposed by our senior credit facility and the indenture
        on our operations.

Forward-looking statements speak only as of the date of this quarterly report on
Form 10-Q.  Except as required under federal  securities  laws and the rules and
regulations  of the  Securities  and  Exchange  Commission,  we do not  have any
intention  to  update  any  forward-looking  statements  to  reflect  events  or
circumstances  arising after the date of this Form 10-Q,  whether as a result of
new  information,  future  events or  otherwise.  As a result of these risks and
uncertainties,   readers  are   cautioned   not  to  place  undue   reliance  on
forward-looking  statements  included  in this  Form  10-Q  or that  may be made
elsewhere  from  time to time by,  or on  behalf  of,  us.  All  forward-looking
statements  attributable  to us are  expressly  qualified  by  these  cautionary
statements.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to changes in interest  rates because our senior credit  facility
is variable rate debt. Interest rate changes, therefore, generally do not affect
the market value of such debt, but do impact the amount of our interest payments
and, therefore,  our future earnings and cash flows,  assuming other factors are
held constant. At September 30, 2005, we had variable rate debt of approximately
$367.5  million  related to our  Tranche B Term Loan.  There were no  borrowings
outstanding  at September  30, 2005 related to our  Revolving  Credit  Facility.
Holding  other  variables  constant,  including  levels of  indebtedness,  a one
percentage  point  increase in interest rates on our variable debt would have an
adverse  impact  on  pre-tax  earnings  and  cash  flows  for the  next  year of
approximately $3.7 million.

However,  on June 30, 2004, we paid $52,000 for a 5% interest rate cap agreement
with  a  notional  amount  of  $20.0  million  that  terminates  in  June  2006.
Additionally,  on March 7,  2005 we paid  $2.3  million  for  interest  rate cap
agreements that become  effective  August 30, 2005, with a total notional amount
of  $180.0  million  and  LIBOR cap rates  ranging  from  3.25% to 3.75%.  These
interest  rate cap  agreements  terminate on May 30,  2006,  2007 and 2008 as to
$50.0  million,  $80.0  million  and  $50.0  million,  respectively.  Given  the
protection  afforded by the interest rate cap agreements,  the impact on pre-tax
earnings and cash flows during the next year of a one percentage  point increase

                                       75

<PAGE>

in  interest  rates  would be  limited  to $2.0  million.  The fair value of the
interest rate cap agreements was $2.6 million at September 30, 2005.


ITEM 4.     CONTROLS AND PROCEDURES

Disclosure Controls and Procedures
----------------------------------


As of the end of the period covered by this report,  September 30, 2005, an
evaluation  was carried out by our  management,  with the  participation  of the
Company's   Chief  Executive   Officer  and  Chief  Financial   Officer  of  the
effectiveness of our disclosure controls and procedures (as such term is defined
in Rules 13a-15(e) and 15d-15(e)  under the Securities  Exchange Act of 1934, as
amended (the "Exchange Act"). The Company's  disclosure  controls and procedures
are  designed to ensure that  information  required to be  disclosed  in reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms and that
such  information is accumulated and  communicated to management,  including the
Chief Executive Officer and Chief Financial Officer, to allow timely discussions
regarding  required  disclosure.  Based on this evaluation,  the Company's Chief
Executive  Officer and Chief  Financial  Officer  have  concluded  that  because
certain  deficiencies in the Company's internal control over financial reporting
that are described below and in Note 2 to the consolidated  condensed  financial
statements  contained in Part I, Item 1 of this  Quarterly  Report on Form 10-Q,
Item  4.02(a)  of the  Company's  Current  Report  on Form  8-K  filed  with the
Commission  on  November  15,  2005 (the  "Restatement  8-K") and the  Company's
Notification of Late Filing on Form 12b-25 with respect to this Quarterly Report
on Form 10-Q (the "12b-25  Notice")  filed with the  Commission  on November 15,
2005  constituted  material  weaknesses  that existed at September 30, 2005, and
because the Company was unable to file its Quarterly  Report on Form 10-Q within
the time period  specified in the Commission's  rules, the Company's  disclosure
controls  and  procedures  were not  effective as of  September  30,  2005.  The
Company's management  nevertheless has concluded that the consolidated financial
statements included in this report present fairly, in all material respects, the
Company's  financial  position,  and results of operation and cash flows for the
periods presented in conformity with accounting principles generally accepted in
the United States of America.

Internal Control Over Financial Reporting
-----------------------------------------

Management,  with the  oversight of the Audit  Committee  of the  Company's
Board of Directors, recently conducted an internal review of the Company's books
and records.  As a result of the findings of that review (including with respect
to effects of the above referenced  control  deficiencies),  as noted above, the
Company will restate its audited consolidated financial statements for the years
ended March 31, 2005,  2004 and 2003 and the quarterly  data for the years ended
March 31, 2005 and 2004  included in the  Company's  Annual Report on Forms 10-K
and 10-K/A for the year ended March 31, 2005,  and the financial  statements for
the quarters  ended June 30, 2005 and 2004 included in the  Company's  Quarterly
Report on Form 10-Q for the quarterly  period ended June 30, 2005.  According to
PCAOB  Accounting  Standard No. 2, An Audit Of Internal  Control Over  Financial
Reporting  Performed in  Conjunction  With an Audit of Financial  Statements,  a
restatement of previously-issued  financial statements is at least a significant
deficiency and a strong  indicator that a material  weakness exists with respect
to  internal  control  over  financial  reporting.  As noted  above,  management
concluded  that the  control  deficiencies  listed  below  constituted  material
weaknesses  as  of  September  30,  2005.   Material   weaknesses   are  control
deficiencies, or a combination of control deficiencies, that result in more than
a remote  likelihood  that a  material  misstatement  of the  annual or  interim
financial statements will not be prevented or detected. The control deficiencies
that the Company identified were as follows:

     a) The Company did not maintain  effective  controls over the  completeness
and  accuracy of revenue in  accordance  with the  requirements  of SAB No. 104.
Specifically,  the  Company's  controls  failed to ensure  that risk of loss had
passed to the customer before revenue was recognized.

                                       76
<PAGE>


     b) The Company did not maintain  effective controls over the classification
of promotions and allowances in accordance with the  requirements of EITF 01-09.
Specifically,  the Company's  controls failed to prevent or detect the incorrect
classification  of promotions and allowances as an operating  expense instead of
as a reduction of revenue.

     c) The Company did not maintain  effective  controls over the  completeness
and  accuracy of  deferred  income tax  balances.  Specifically,  the  Company's
controls  failed  to  ensure  that  adjustments  to  deferred  income  taxes for
increases in graduated  federal  income tax rates were timely  recognized in the
Company's financial statements.

     d) The Company did not maintain effective controls over the accuracy of the
computation of earnings per share.  Specifically,  the Company's controls failed
to  ensure  that  unvested  restricted  shares  of common  stock  were  properly
considered in the computation of earnings per share.

Management,  with the  oversight  of the  Audit  Committee  of the Board of
Directors,  is devoting and intends to continue to devote considerable effort to
making improvements in the Company's internal control over financial  reporting.
These improvements have included  appointing a new Corporate  Controller in June
2005 who reports to the Company's Chief Financial Officer. Additionally, in July
2005, the Company engaged an independent tax consultant to provide guidance with
regard to the  determination  of  corporate  tax  obligations.  This  consultant
reports  directly  to the  Corporate  Controller.  Specifically  related  to the
control  deficiencies  referenced above and described in the Restatement 8-K and
the  12b-25  Notice  that  constituted   material   weaknesses,   the  Company's
remediation plan includes the following:

     o The Company is enhancing  its  guidelines  and  implementing  controls in
connection with the issuance of trade promotional allowances.  Additionally, the
Company  will  provide  training  to  employees  on the  proper  accounting  and
documentation policies related to trade promotional allowances and implement new
policies to ensure compliance throughout the year.

     o The  Company  is  taking  measures  to  enhance  the  controls  over  the
selection,  application  and  monitoring  of its  accounting  policies to ensure
consistent application of accounting policies that are generally accepted in the
United  States of America.  The  Company is also  integrating  reporting  lines,
increasing   communication  and  supervision  across  operating  and  accounting
organizations,  and  increasing  the  review of  existing  accounting  policies.
Specifically  as it relates  to the  accounting  for  revenue  recognition,  the
Company is changing its controls and accounting policies surrounding the review,
analysis and recording of shipments and shipping terms with customers, including
the selection and  monitoring of  appropriate  assumptions  and guidelines to be
applied during the review and analysis of all customer terms. Specifically,  the
Company is implementing controls over the accounting,  monitoring,  and analysis
of all  customer  shipping  terms  and  conditions  to ensure  transactions  are
recorded consistent with generally accepted accounting principles.

     o With respect to the  computation of earnings per share,  the Company will
provide  training to  employees on the proper  accounting  related to the proper
treatment  of  unvested  shares  in the basic and  diluted  computations.

The above-described  remedial  efforts all began  following  the  completion  of
the Company's  quarter  ended  September  30,  2005.  There  were no  changes in
the Company's internal control over financial reporting during the quarter ended
September  30,  2005  that  materially  affected  or are  reasonably  likely  to
materially affect internal control over financial reporting.

Management  is not  required to report on the  assessment  of its  internal
control over financial  reporting  pursuant to Section 404 of the Sarbanes-Oxley
Act of 2002  until it files its Annual  Report on Form 10-K for the fiscal  year
ended March 31, 2006.  Although it expects its internal  control over  financial
reporting to be effective at that time,  if it fails to remediate  any condition
constituting a material  weakness on or before March 31, 2006, the presence of a

                                       77
<PAGE>

material  weakness at that time would  cause  management  to  conclude  that its
internal  controls over financial  reporting are ineffective and would cause its
external  auditors  to issue an  adverse  opinion on the  effectiveness  of such
internal controls.

PART II.      OTHER INFORMATION

ITEM 1.       LEGAL PROCEEDINGS

In July 2002,  the  Company  entered  into a ten year  manufacturing  and supply
agreement with an unrelated  company.  Pursuant to this  agreement,  the Company
agreed to purchase certain minimum  quantities of product over the initial three
years of the  agreement  or to pay  liquidated  damages of up to  $360,000.  The
Company  had  recorded  a  liability  of  $308,000  at  March  31,  2005,  which
represented its estimate of the probable liquidated  damages.  Such estimate was
based on historical and expected purchases during the initial three years of the
agreement. The Company settled this obligation in August 2005 for an amount
slightly in excess of its recorded liability.

In June 2003, Dr. Jason Theodosakis  filed a lawsuit,  Theodosakis v. Walgreens,
et al., in Federal District Court in Arizona, alleging that two of the Company's
subsidiaries,  Medtech  Products  and  Pecos  Pharmaceutical,  as well as  other
unrelated  parties,  infringed  the trade dress of two of his  published  books.
Specifically, Dr. Theodosakis published "The Arthritis Cure" and "Maximizing the
Arthritis  Cure"  regarding the use of dietary  supplements  to treat  arthritis
patients. Dr. Theodosakis alleged that his books have a distinctive trade dress,
or cover  layout,  design,  color  and  typeface,  and those  products  that the
defendants sold under the ARTHx trademarks  infringed the books' trade dress and
constituted  unfair  competition and false designation of origin.  Additionally,
Dr.  Theodosakis  alleged that the  defendants  made false  endorsements  of the
products by referencing  his books on the product  packaging and that the use of
his name, books and trade dress invaded his right to publicity. The Company sold
the  ARTHx  trademarks,  goodwill  and  inventory  to a  third  party,  Contract
Pharmacal Corporation, in March 2003. On January 12, 2005, the court granted the
Company's motion for summary judgment and dismissed all claims against Pecos and
Medtech. The plaintiff has filed an appeal in the U.S. Court of Appeals which is
pending.

On January 3, 2005,  the  Company  was served  with  process by its former  lead
counsel in the Theodosakis  litigation  seeking $67,000 plus interest.  The case
was filed in the Supreme Court of New York and is styled as Dickstein Shapiro et
al v. Medtech  Products,  Inc. In February 2005, the plaintiffs filed an amended
complaint naming the Pecos Pharmaceutical Company as defendant.  The Company has
answered and filed a counterclaim against Dickstein and also filed a third party
complaint  against  the  Lexington  Insurance  Company,  the  Company's  product
liability  carrier.  The Company believes that if there is any obligation to the
Dickstein firm relating to this matter, it is an obligation of Lexington and not
the Company.

On May 9, 2005,  the  Company  was served  with a  complaint  in a class  action
lawsuit filed in Essex County, Massachusetts,  styled as Dawn Thompson v. Wyeth,
Inc.  relating to the Company's  Little Remedies  pediatric cough products.  The
Company  is  one  of  several   corporate   defendants,   all  of  whom   market
over-the-counter  cough syrup products for pediatric use. The complaint  alleges
that the ingredient  dextromethorphan is no more effective than a placebo. There
is no allegation of physical injury caused by the product or the ingredient.  In
June 2005, the Company was served in a second class action  complaint  involving
dextromethorphan.  The second case,  styled Tina Yescavage v. Wyeth was filed in
Lee County Florida and similarly  involves multiple corporate  defendants.  Both
the Thompson and Yescavage suits were dismissed in September 2005.

The  Company and certain of its  officers  and  directors  are  defendants  in a
consolidated putative securities class action lawsuit filed in the United States
District Court for the Southern District of New York (he "Consolidated Action").
The first of the six consolidated cases was filed on August 3, 2005.  Plaintiffs
purport to represent a class of shareholders of the Company who purchased shares
between  February  9,  2005  through  July 27,  2005.  Plaintiffs  also  name as

                                       78
<PAGE>

defendants  the  underwriters  in the Company's  initial  public  offering and a
private equity fund that was selling shareholder in the offering.

The various  complaints  on file in the  Consolidated  Action  collectively
include claims under Sections 11, 12(a)(2), and 15 of the Securities Act of 1933
and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. Plaintiff's
generally  allege  that the  Company  issued a series  of  materially  false and
misleading  statements  in  connection  with its  initial  public  offering  and
thereafter  by failing to  disclose  that  demand for  certain of the  Company's
products was  declining  and that the Company was  planning to withdraw  several
products from the market.  Plaintiffs seek an unspecified amount of damages. The
district  court  has  appointed  a  Lead  Plaintiff  and  ordered  it to  file a
consolidated  complaint by December 5, 2005. The Company's  management  believes
the allegations to be unfounded, will vigorously pursue its defenses, and cannot
reasonably estimate the potential range of loss, if any.

On  September  6,  2005,  another  putative   securities  class  action  lawsuit
substantially  similar to the  Consolidated  Action was filed  against  the same
defendants in the Circuit Court of Cook County, Illinois (the "Chicago Action").
In light of the  first-filed  Consolidated  Action,  proceedings  in the Chicago
Action have been stayed  until a ruling on  defendants'  anticipated  motions to
dismiss the  consolidated  complaint in the Consolidated  Action.  The Company's
management  believes the allegations to be unfounded, will vigorously pursue its
defenses, and cannot reasonably estimate the potential range of loss, if any.


ITEM 2.       UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no equity securities sold by the Company during the period covered by
this Quarterly Report on Form 10-Q that were not registered under the Securities
Act of 1933, as amended.

The following table sets forth  information  with respect to purchases of shares
of the Company's  common stock made during the quarter ended  September 30, 2005
by or on behalf of the Company or any "affiliated purchaser," as defined by Rule
10b-18(a)(3) of the Exchange Act:

<TABLE>
<S>     <C>                  <C>                   <C>                  <C>               <C>

                                         Issuer Purchases of Equity Securities
         --------------------------------------------------------------------------------------------------------
                                                                          Total Number           Maximum
                                                                            of Shares           Number of
                                                                          Purchased as         Shares that
                                                                             Part of            May Yet Be
                                                                            Publicly            Purchased
                                   Total Number          Average            Announced           Under the
                                    of Shares         Price Paid Per        Plans or             Plans or
                Period              Purchased             Share             Programs             Programs
         --------------------------------------------------------------------------------------------------------
         7/1/05 - 7/31/05
         8/1/05 - 8/31/05
         9/1/05 - 9/30/05                  12,533      $         1.70               --                 --
                                 ------------------- ------------------- ------------------ ---------------------

         Total                             12,533      $         1.70               --                 --
                                 =================== =================== ================== =====================
</TABLE>

                                       79
<PAGE>


ITEM 3.       DEFAULTS UPON SENIOR SECURITIES

None


ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Part II, Item 4 of the Company's  Quarterly  Report on Form 10-Q for the quarter
ended June 30, 2005 filed with the Commission on August 9, 2005 is  incorporated
herein by this reference.


ITEM 5.       OTHER INFORMATION

None


ITEM 6. EXHIBITS

See Exhibit Index immediately following signature page.

                                       80
<PAGE>


                                   SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrants  have duly caused  this  report to be signed on their  behalf by the
undersigned thereunto duly authorized.


                                  Prestige Brand Holdings, Inc.
                                 -----------------------------------------------
                                            Registrant

Date:    November 29, 2005          /s/ PETER J. ANDERSON
                                  ----------------------------------------------
                                  Peter J. Anderson
                                  Chief Financial Officer


                                  Prestige Brands International, LLC
                                 -----------------------------------------------
                                             Registrant

Date:    November 29, 2005           /s/ PETER J. ANDERSON
                                 -----------------------------------------------
                                 Peter J. Anderson
                                 Chief Financial Officer

                                       81

<PAGE>


                                  Exhibit Index
                                -----------------



10.1        Form of Restricted Stock Agreement, incorporated by reference to the
            combined Form 10-Q filed separately by Prestige Brands Holdings,Inc.
            and Prestige Brands International, LLC for the quarterly period
            ended June 30, 2005.
10.2        Executive Employment Agreement, dated August 4, 2005, by and among
            Prestige Brands Holdings,  Inc., Prestige  Brands, Inc. and Frank P.
            Palantoni,  incorporated  by reference to Form 8-K of Prestige
            Brands Holdings, Inc. filed on August 9, 2005.
10.3        Asset Sale and  Purchase  Agreement,  dated July 22,  2005,  by and
            among  Reckitt  Benckiser  Inc., Reckitt  Benckiser  (Canada) Inc.,
            Prestige  Brands  Holdings,  Inc. and the Spic and Span Company,
            incorporated by reference to the Form 8-K of Prestige Brands
            Holdings, Inc. filed on July 28, 2005.
10.4        Trademark License and Option to Purchase  Agreement between Prestige
            Brands Holdings,  Inc. and The Procter & Gamble Company, dated
            September 8, 2005,  incorporated by reference to the Current Report
            on Form 8-K of Prestige Brands Holding, Inc. filed on September 12,
            2005.
31.1        Rule 13a-14(a)/ 15d-14(a)  Certification, executed by Peter C. Mann,
            Chairman,  President and Chief Executive Officer of Prestige Brands
            Holdings, Inc.
31.2        Rule 13a-14(a)/ 15d-14(a) Certification, executed by Peter J.
            Anderson, Chief Financial Officer of Prestige Brands Holdings, Inc.
31.3        Rule 13a-14(a)/  15d-14(a) Certification, executed by Peter C. Mann,
            Manager,  President and Chief Executive Officer of Prestige Brands
            International, LLC.
31.4        Rule 13a-14(a)/ 15d-14(a) Certification, executed by Peter J.
            Anderson, Chief Financial Officer of Prestige Brands International,
            LLC.
32.1        Certification  required by Rule  13a-14(b) or Rule 15d-14(b) and
            Section 1350 of Chapter 63 of Title 18 of the United States Code 302
            (18 U.S.C. 1350),  executed by Peter C. Mann,  Chairman,  President
            and Chief Executive Officer of Prestige Brands Holdings, Inc.
32.2        Certification  required by Rule  13a-14(b) or Rule 15d-14(b) and
            Section 1350 of Chapter 63 of Title 18 of the United States Code 302
            (18 U.S.C.  1350)  executed by Peter J. Anderson,  Chief  Financial
            Officer of Prestige Brands Holdings, Inc.
32.3        Certification  required by Rule  13a-14(b) or Rule 15d-14(b) and
            Section 1350 of Chapter 63 of Title 18 of the United States Code 302
            (18 U.S.C. 1350),  executed by Peter C. Mann,  Manager,  President
            and Chief Executive Officer of Prestige Brands International, LLC.
32.4        Certification required by Rule 13a-14(b) or Rule 15d-14(b) and
            Section 1350 of Chapter 63 of Title 18 of the United States Code 302
            (18 U.S.C. 1350) executed by Peter J. Anderson,  Chief  Financial
            Officer of Prestige Brands International, LLC.