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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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August 4, 2005 (August 4, 2005)
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Date of Report (Date of earliest event reported)
Revlon, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-11178 13-3662955
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(State or Other (Commission File No.) (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation)
237 Park Avenue
New York, New York 10017
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(Address of Principal (Zip Code)
Executive Offices)
(212) 527-4000
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(Registrant's telephone number, including area code)
None
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On August 4, 2005, Revlon, Inc. issued a press release announcing its
earnings for the fiscal quarter ended June 30, 2005 and disclosing certain
related business information. A copy of the press release is attached to this
report as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
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99.1 Press Release, dated August 4, 2005
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
REVLON, INC.
By: /s/ Robert K. Kretzman
--------------------------
Robert K. Kretzman
Executive Vice President, Chief Legal
Officer, General Counsel and Secretary
Date: August 4, 2005
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release, dated August 4, 2005
Exhibit 99.1
Revlon Reports Second Quarter and Six Months 2005 Results; Company Also
Announces Strategic Growth Initiatives and Provides Outlook for 2005 and Beyond
NEW YORK--(BUSINESS WIRE)--Aug. 4, 2005--Revlon, Inc. (NYSE: REV) today
announced results for the second quarter and six months ended June 30, 2005. For
the quarter, net sales advanced approximately 1% versus year-ago to $318
million, and Adjusted EBITDA(1) advanced approximately 2% to $24 million. Net
loss in the quarter narrowed slightly to $36 million, or $0.10 per diluted
share, compared with a net loss of $39 million, or $0.11 per diluted share, in
the second quarter of 2004. The Company also announced today two strategic
growth initiatives, designed to significantly accelerate top-line growth and
further build the Company's position in the mass-market color cosmetics
category.
Commenting on the results of the quarter, Revlon President and Chief
Executive Officer Jack Stahl stated, "We are very pleased with our results in
the second quarter and the progress we continue to make to strengthen our
brands, our relationships with our retail partners, and our organization."
The Company indicated that one of the initiatives, focused on the Almay
brand, is designed to capitalize on unmet consumer needs for simplicity and
healthy beauty and builds on the inherent strengths of the Almay brand and the
dramatic success achieved this year with the Almay Intense i-Color Collection.
"We have listened to our consumers and have developed a completely new
experience for the Almay consumer that addresses her busy lifestyle, need for
simplicity, and desire for personalization," stated Stephanie Peponis, Executive
Vice President and Chief Marketing Officer at Revlon. The second initiative is
focused on the more mature cosmetics consumer segment, which is a large and
growing demographic group currently underserved by existing cosmetics offerings.
"We have developed a full range of products specifically for this important
group of women, who have told us that their current products no longer work for
them. To address this, we are introducing the ideal cosmetics system, products
and shades for her changing skin," continued Ms. Peponis.
Mr. Stahl continued, "I am delighted with the strong indications of support
we are receiving on these initiatives from our retail partners, and I believe
the announcements today underscore our focus on growth. At the same time, we are
also very focused on reducing our costs and executing against our
previously-disclosed operating margin objective. We believe that our strong
top-line outlook, coupled with our operating margin potential, positions us well
to achieve our objective of long-term profitable growth and value creation."
Commenting specifically on the Company's outlook for 2005 and beyond, Mr.
Stahl stated, "For 2005, we expect that these initiatives will have a very
positive impact on our revenues, while not having a meaningful positive or
negative impact on Adjusted EBITDA. As it relates to 2006, we expect strong
top-line performance and related significant investment spending behind the new
initiatives, resulting in our expecting solid Adjusted EBITDA growth for the
year. Based on the progress we have made over the past several years and our
plans going forward, we expect our earnings momentum to accelerate beyond 2006,
fueled by both our growing top line and our operating margin improvement
opportunities."
Revlon will host a conference call with members of the investment community
on August 4, 2005 at 10:00 AM EDT to discuss the announcements made today.
Access to the call is available to the public at www.revloninc.com, in the
Investor Relations section, under Events Calendar. A copy of the press release
and additional information related to the call will be available in the Investor
Relations section of the Company's website, under Press Releases and Financial
Reports, respectively.
Second Quarter Results
Net sales in the second quarter of 2005 advanced approximately 1% to $318.3
million, compared with net sales of $316.1 million in the second quarter of
2004. Excluding the impact of favorable foreign currency translation, net sales
in the quarter were down approximately 1%.
In North America(2), net sales declined 4% to $198.3 million, versus $206.8
million in the second quarter of 2004. This performance primarily reflected
lower licensing revenues stemming from a $5 million prepayment of minimum
royalties from a licensee that benefited the second quarter of 2004. Also
impacting the comparison were lower shipments of base products, partially offset
by strength of new products and a reduction in returns and allowances.
In International, net sales grew 10% to $120.0 million, versus $109.3
million in the second quarter of 2004. This performance reflected growth in each
of the Company's international regions, as well as the benefit of favorable
foreign currency translation. Excluding the favorable impact of foreign currency
translation, International net sales advanced approximately 5% versus year-ago.
The Company narrowed its operating loss in the quarter to $0.3 million,
versus an operating loss of $1.8 million in the second quarter of 2004. This
improvement largely reflected the growth in net sales and lower brand support,
partially offset by the impact of the aforementioned licensing benefit in the
year-ago period and higher general and administrative expenses, including
upfront development costs associated with the initiatives.
Adjusted EBITDA in the second quarter advanced 2% to $24.2 million,
compared with Adjusted EBITDA of $23.7 million in the second quarter of 2004.
This performance was driven by largely the same factors as those that impacted
the operating income comparison. Adjusted EBITDA is a non-GAAP measure that is
defined in the footnotes of this release and which is reconciled to net
income/(loss), the most directly comparable GAAP measure, in the accompanying
financial tables.
Net loss in the second quarter was $35.8 million, or $0.10 per diluted
share, compared with a net loss of $38.9 million, or $0.11 per diluted share, in
the second quarter of 2004. Cash flow used for operating activities in the
second quarter of 2005 was $39.2 million, compared with cash flow used for
operating activities of $64.5 million in the second quarter of 2004.
In terms of U.S. marketplace performance, according to ACNielsen(3), the
color cosmetics category for the quarter advanced 2.8% versus the same period
last year. For the first six months of 2005, the category advanced 2.2% versus
year-ago. Combined share for the Revlon and Almay brands advanced 0.5 share
points versus year-ago to 22.3% in the second quarter. The Revlon brand
registered a share of 15.7% for the quarter, compared with 16.0% in the second
quarter of 2004, while the Almay brand advanced to 6.6% for the quarter,
compared with 5.7% in the year-ago period. For the first six months, combined
market share advanced 0.2 share points versus year-ago to 22.2%. Revlon brand
share for the six months was 15.7%, versus 16.1% in the first six months of
2004, while Almay share was 6.5%, versus 5.8% in the year-ago period.
In other categories, the Company gained market share in the quarter and six
months in hair color and beauty tools, while market share was essentially even
for anti-perspirants/deodorants.
Six-Month Results
For the first six months of 2005, net sales declined approximately 1% to
$619.2 million, compared with net sales of $624.5 million in the same period
last year.
In North America, net sales of $392.5 million for the first six months were
down approximately 5% versus net sales of $412.7 million in the same period last
year. In International, net sales of $226.7 million advanced 7% in the first six
months of 2005, versus net sales of $211.8 million in the year-ago period.
Excluding the favorable impact of foreign currency translation, International
net sales for the six-month period grew 3% versus year-ago.
For the first six months of 2005, the Company generated an operating loss
of $2.4 million, versus operating income of $18.3 million in the first six
months of 2004. Adjusted EBITDA in the first six months of 2005 was $45.9
million, compared with Adjusted EBITDA of $68.2 million in the first six months
of 2004.
Net loss was $82.6 million, or $0.22 per diluted share, in the first six
months of 2005, compared with a net loss of $97.1 million, or $0.42 per diluted
share, in the first six months of 2004. Cash flow used for operating activities
in the first six months of 2005 was $46.8 million, compared with cash flow used
for operating activities of $100.1 million in the first six months of 2004.
More Detailed Outlook
The Company indicated that the positive net sales impact anticipated from
the initiatives in 2005 is approximately $50 million, which includes an
estimated $40 million to $50 million of incremental returns provisions
associated with the launch. The Company expects that the combined incremental
net sales potential of the two initiatives for the full year of 2006 could be
well in excess of double the benefit that it expects to realize in 2005.
For 2005, the positive net sales impact of the initiatives is expected to
be essentially offset by accelerated amortization, currently estimated to be
approximately $10 million to $15 million, associated with certain retail display
fixtures, as well as various upfront expenses related to the launch, including
development and marketing-related expenses. As previously indicated, the Company
expects that the initiatives will not have a meaningful positive or negative
impact to Adjusted EBITDA for the year.
The Company expects its performance in the third quarter of 2005 to include
the impact of much of the anticipated incremental provision for returns, while
performance in the fourth quarter would benefit from the incremental shipments
associated with the launch. Given the magnitude of the initiatives, the Company
also expects the first quarter of 2006 to benefit from incremental initial
shipments associated with the launch.
From a cash flow perspective and assuming the initiatives begin shipping in
the fourth quarter of 2005 as planned, working capital is expected to increase
during the second half of the year and return to more normalized levels in
relation to sales during the second quarter of 2006. In addition, the Company
expects to increase its investment in permanent displays in 2005 and 2006, in
order to execute the initiatives.
In connection with the initiatives, the Company indicated that it intends
to increase to $185 million its previously announced commitment to issue $110
million of equity by March 31, 2006. The Company reiterated its commitment to
use the proceeds of $110 million of the equity offering to reduce debt, with the
balance available for general corporate purposes. The Company also announced
that it intends to conduct a proposed debt financing to raise approximately $75
million in the third quarter of 2005, to help fund investments in the
initiatives.
To the extent that the equity issuance is less than $185 million,
MacAndrews & Forbes, the Company's principal shareholder, has agreed to
back-stop the issuance by purchasing such additional equity as necessary to
ensure that the Company raises the full $185 million. MacAndrews & Forbes has
also agreed to extend the term of the Company's existing line of credit, which
has current availability of $87 million, through the planned equity issuance to
be consummated by March 31, 2006.
About Revlon
Revlon is a worldwide cosmetics, skin care, fragrance, and personal care
products company. The Company's vision is to deliver the promise of beauty
through creating and developing the most consumer preferred brands. Websites
featuring current product and promotional information can be reached at
www.revlon.com and www.almay.com. Corporate and investor relations information
can be accessed at www.revloninc.com. The Company's brands, which are sold
worldwide, include Revlon(R), Almay(R), Ultima(R), Charlie(R), Flex(R), and
Mitchum(R).
Footnotes to Press Release
(1)Adjusted EBITDA is defined as net earnings before interest, taxes,
depreciation, amortization, gains/losses on foreign currency transactions,
gains/losses on the sale of assets, gains/losses on the early extinguishment of
debt, and miscellaneous expenses. Adjusted EBITDA is a non-GAAP financial
measure that is reconciled to net income/(loss), its most directly comparable
GAAP measure, in the accompanying financial tables. The Company believes that
Adjusted EBITDA is a financial metric that can assist the Company and investors
in assessing its financial operating performance and underlying strength of its
business, excluding the effects of certain factors, including gains/losses on
foreign currency transactions, gains/losses on the sale of assets, gains/losses
on the early extinguishment of debt, and miscellaneous expenses. Finally, EBITDA
is defined differently for our credit agreement.
(2)North America includes the United States and Canada.
(3)All market share and consumption data is U.S. mass-market dollar volume
according to ACNielsen (an independent research entity). ACNielsen data is an
aggregate of the drug channel, Kmart, Target and Food and Combo stores, and
excludes Wal-Mart and regional mass volume retailers. This data represents
approximately two-thirds of the Company's U.S. mass-market dollar volume.
Forward-Looking Statements
Statements made in this press release which are not historical facts,
including statements about the Company's plans, strategies, beliefs and
expectations, are forward-looking and subject to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. Forward-looking statements
speak only as of the date they are made, and, except for the Company's ongoing
obligations under the U.S. federal securities laws, the Company undertakes no
obligation to publicly update any forward-looking statement, whether as a result
of new information, future events or otherwise. Such forward-looking statements
include, without limitation, the Company's expectations, plans and/or beliefs:
(i) concerning its growth outlook, including that the two strategic growth
initiatives will significantly accelerate the Company's top-line growth and
further build the Company's position in the mass-market color cosmetics category
and that the Company is positioned well to achieve its objective of long-term
profitable growth and value creation; (ii) that it has strong support for these
initiatives from its retail partners; (iii) that it will reduce its costs and
execute against its previously-disclosed operating margin objective; (iv) that
the positive net sales impact in 2005 from the two strategic initiatives will be
approximately $50 million, that it will have an estimated $40 million to $50
million of incremental returns provisions associated with the launch (much of
which will impact the third quarter of 2005), that accelerated amortization of
existing displays will be approximately $10 million to $15 million and that
these initiatives will not have a meaningful positive or negative impact to the
Company's Adjusted EBITDA for 2005; (v) that the first quarter of 2006 will
benefit from incremental initial shipments associated with the launch, that the
combined incremental net sales potential of the two initiatives for the full
year 2006 could be well in excess of double the benefit that it expects to
realize in 2005, that its performance in 2006 will be characterized as one of
strong top-line performance and related significant investment spending behind
the new initiatives, that it will have solid Adjusted EBITDA growth for 2006 and
that its earnings momentum will accelerate beyond 2006; (vi) that working
capital will increase during the second half of 2005 and return to more
normalized levels in relation to sales during the second quarter of 2006; (vii)
that its overall investments in permanent displays will increase in 2005 and
2006; (viii) that it will issue $185 million of equity by March 31, 2006 and use
proceeds from $110 million of such issuance to reduce debt and the Company's
expectation that the balance of such proceeds will be available for general
corporate purposes; and (ix) that it will conduct a debt financing in the third
quarter of 2005 to raise approximately $75 million and that proceeds from such
financing will be available for general corporate purposes, including to help
fund the initiatives. Actual results may differ materially from such
forward-looking statements for a number of reasons, including those set forth in
the Company's filings with the Securities and Exchange Commission, including the
Company's Annual Report on Form 10-K/A for the year ended December 31, 2004, and
the Company's Quarterly Reports on Form 10-Q and Current Reports on Form 8-K
that it files with the SEC during 2005 (which may be viewed on the SEC's website
at http://www.sec.gov or on the Company's website at http://www.revloninc.com),
as well as the following reasons: (i) difficulties, delays or higher than
expected costs to generate the Company's anticipated growth in net sales in 2005
and 2006 or difficulties or delays to generate anticipated growth in earnings
and/or Adjusted EBITDA, including in 2005 and 2006 or beyond, such as due to
less than anticipated net sales, higher than anticipated returns, higher than
expected expenses, less than anticipated retail customer or consumer acceptance
of these initiatives, decreased sales of the Company's existing products as a
result of the sale of products associated with these initiatives and/or
competitive activities; (ii) difficulties, delays or unanticipated costs in the
Company's efforts to reduce its costs and execute against its
previously-disclosed operating margin objective, such as due to increased costs
of raw materials, components, labor or other items or other difficulties or
delays in implementing initiatives intended to improve operating margins; (iii)
higher than anticipated returns in the third quarter of 2005, higher than
anticipated amortization of existing displays or less than anticipated shipments
associated with the launch; (iv) higher than anticipated working capital or
unforeseen circumstances affecting the timing or levels thereof; (v)
difficulties, delays or increased costs associated with, or the Company's
inability to consummate, the issuance of $185 million of equity by March 31,
2006 and the unavailability of, or less than anticipated, proceeds from such
transaction; and (vi) difficulties, delays or increased costs associated with,
or the Company's inability to consummate, the proposed debt financing to raise
approximately $75 million and the unavailability of, or less than anticipated,
proceeds from such transaction.
REVLON, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(dollars in millions, except per share data)
Three Months Ended Six Months Ended
June 30, June 30,
------------------------ -------------------------
2005 2004 2005 2004
------------ ----------- ------------ ------------
Net sales $ 318.3 $ 316.1 $ 619.2 $ 624.5
Cost of sales 118.9 118.4 233.1 235.5
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Gross profit 199.4 197.7 386.1 389.0
Selling, general
and administrative
expenses 199.9 199.4 387.0 371.3
Restructuring
(benefit) costs
and other, net (0.2) 0.1 1.5 (0.6)
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Operating income
(loss) (0.3) (1.8) (2.4) 18.3
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Other expenses
(income):
Interest expense 31.8 29.0 61.5 73.6
Interest income (1.8) (1.1) (3.4) (2.1)
Amortization of
debt issuance
costs 1.7 2.5 3.3 5.1
Foreign currency
(gains) losses,
net (1.2) 3.0 1.3 1.6
Loss on early
extinguishment of
debt 1.5 - 9.0 32.6
Miscellaneous, net 0.2 2.4 1.6 2.5
------------ ----------- ------------ ------------
Other expenses,
net 32.2 35.8 73.3 113.3
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Loss before income
taxes (32.5) (37.6) (75.7) (95.0)
Provision for
income taxes 3.3 1.3 6.9 2.1
------------ ----------- ------------ ------------
Net loss $ (35.8)$ (38.9)$ (82.6)$ (97.1)
============ =========== ============ ============
Basic and diluted
net loss per
common share $ (0.10)$ (0.11)$ (0.22)$ (0.42)
============ =========== ============ ============
Weighted average
number of common
shares outstanding:
Basic and diluted 371,240,301 369,526,515 370,686,698 231,229,771
============ =========== ============ ============
REVLON, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(dollars in millions)
June 30, December 31,
ASSETS 2005 2004
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(Unaudited)
Current assets:
Cash and cash equivalents $ 66.7 $ 120.8
Trade receivables, net 148.4 200.6
Inventories 190.2 154.7
Prepaid expenses and other 69.5 69.7
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Total current assets 474.8 545.8
Property, plant and equipment, net 115.9 118.7
Other assets 148.6 149.9
Goodwill, net 186.1 186.1
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Total assets $ 925.4 $ 1,000.5
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LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
Short-term borrowings - third parties $ 37.5 $ 36.6
Current portion of long-term debt -
third parties - 10.5
Accounts payable 99.7 95.2
Accrued expenses and other 267.4 283.2
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Total current liabilities 404.6 425.5
Long-term debt - third parties 1,337.0 1,308.2
Other long-term liabilities 286.2 286.7
Total stockholders' deficiency (1,102.4) (1,019.9)
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Total liabilities and stockholders'
deficiency $ 925.4 $ 1,000.5
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REVLON, INC. AND SUBSIDIARIES
UNAUDITED ADJUSTED EBITDA RECONCILIATION
(dollars in millions)
Three Months Ended
June 30,
------------------
2005 2004
-------- --------
Reconciliation to net loss: (Unaudited)
- ---------------------------------------------------
Net loss $ (35.8) $ (38.9)
Interest expense, net 30.0 27.9
Amortization of debt issuance costs 1.7 2.5
Foreign currency (gains) losses, net (1.2) 3.0
Loss on early extinguishment of debt 1.5 -
Miscellaneous, net 0.2 2.4
Provision for income taxes 3.3 1.3
Depreciation and amortization 24.5 25.5
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Adjusted EBITDA $ 24.2 $ 23.7
======== ========
Six Months Ended
June 30,
------------------
2005 2004
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Reconciliation to net loss: (Unaudited)
- ---------------------------------------------------
Net loss $ (82.6) $ (97.1)
Interest expense, net 58.1 71.5
Amortization of debt issuance costs 3.3 5.1
Foreign currency (gains) losses, net 1.3 1.6
Loss on early extinguishment of debt 9.0 32.6
Miscellaneous, net 1.6 2.5
Provision for income taxes 6.9 2.1
Depreciation and amortization 48.3 49.9
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Adjusted EBITDA $ 45.9 $ 68.2
======== ========
CONTACT: Revlon, Inc.
Investor Relations:
Maria A. Sceppaguercio, 212-527-5230
or
Media:
Scott Behles, 212-527-4718