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
Date of Report: May 12, 2008
(Date of earliest event reported: May 12, 2008)
Revlon, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-11178 (Commission File Number) |
13-3662955 (I.R.S. Employer Identification No.) |
|
237 Park Avenue New York, New York (Address of Principal Executive Offices) |
10017 (Zip Code) |
(212) 527-4000
(Registrants telephone number, including area code)
None
(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):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01. Regulation FD Disclosure.
On May 12, 2008, beginning at approximately 9:30 a.m. E.D.T., Revlon, Inc.s (the Company) senior management is reviewing the attached presentation (the Conference Presentation) with investors at a Goldman Sachs Consumer Products Symposium. A copy of the Conference Presentation was posted on the Companys Investor Relations website, www.revloninc.com, under Webcasts and Presentations.
The Conference Presentation is divided into the following major components: (i) Company Overview; (ii) Strategy; (iii) Revlon and Almay Color Cosmetics; (iv) Recent Financial Performance; (v) Conclusion; and (vi) Appendices.
Certain financial information included within the Conference Presentation consists of non-GAAP amounts, including Adjusted EBITDA and free cash flow. Such non-GAAP amounts are defined in the Basis of Presentation included in the Appendices to the Conference Presentation and they are reconciled, respectively, to their most directly comparable GAAP measures in the financial tables included in the Appendices to the Conference Information (the Reconciliation Information).
A copy of the Conference Presentation (including the Reconciliation Information) is attached to this report as Exhibit 99.1 and is incorporated by reference herein. In accordance with General Instruction B.2 to the Form 8-K, the information under this Item 7.01 and the Conference Presentation attached hereto as Exhibit 99.1 shall be deemed to be furnished to the SEC and not be deemed to be filed with the SEC for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section.
Statements made in the Conference Presentation include various aspects of the Companys strategic, business and financial plans. Statements made in the Conference Presentation, which are not historical, are forward-looking and based on managements estimates, objectives, vision, projections, forecasts, plans, anticipations, targets, drivers, strategies, beliefs, intent, expectations, outlook, opportunities and initiatives, and thus are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. See Forward-Looking Statements in the Conference Information, included in the Appendices.
Item 9.01. Financial Statements and Exhibits.
(c) |
Exhibits |
Exhibit No. |
|
Description |
99.1 |
|
Conference Presentation (including the Reconciliation Information) |
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: |
|
|
|
|
Robert K. Kretzman |
Date: May 12, 2008
EXHIBIT INDEX
Exhibit No. |
|
Description |
99.1 |
|
Conference Information (including the Reconciliation Information) |
Goldman Sachs
Consumer Products Symposium
May 12, 2008
Exhibit 99.1
Management Representatives
David Kennedy
President and Chief Executive Officer
Alan Ennis
Executive Vice President
Chief Financial Officer
Abbe Goldstein
Senior Vice President, Investor Relations and Corporate Communications
2
Agenda
Company Overview
Strategy
Revlon and Almay Color Cosmetics
Recent Financial Performance
Conclusion
3
Company Overview
5
Business Highlights
Leading Market
Presence
Powerful
Brands
Strong Retail
Customer
Relationships
Revlon-branded products generate approximately $1 billion in sales around the world
Products are sold in more than 100 countries
The Company enjoys 19% color cosmetics retail market share in the US (1), and has leading positions in key international markets
The Company generated 2007 Net Sales of $1.4 billion
(1) Share data based on ACNielsen total US All Outlets (excluding Wal-Mart and Regional MVRs). Year-to-date data through April 26, 2008. All changes represent year-over-year comparisons.
World Class
Operations
Major world class manufacturing facility in Oxford, NC and four other manufacturing facilities
worldwide
~5,600 employees worldwide
Global Cosmetics Category Growth
$27.6
$30.2
$32.6
$34.3
$36.1
$37.9
2002
2003
2004
2005
2006
2007
Revlon participates in strong and growing global cosmetics category
Source: Euromonitor International all channels
CAGR +6.6%
6
(in billions)
Net Sales - Full Year 2007
Net Sales by Category
Net Sales by Geography
2007 Net Sales: $1.4 billion, up 5.2% vs. 2006
57%
18%
15%
10%
United
States
Asia Pacific /
Africa
Europe /
Canada
Latin
America
64%
11%
8%
7%
6%
4%
Color
Cosmetics
Womens
Hair Color
AP/DEO
Fragrances
Other
Personal Care
Beauty
Tools
7
All Other
15.5%
Physicians
Formula
3.7%
Maybelline
19.1%
L'Oreal
16.9%
Sally Hansen
3.6%
CoverGirl
17.9%
Neutrogena
4.6%
Almay
6.1%
Revlon
12.6%
8
Source: All share data based on ACNielsen total U.S. All Outlets (excluding Wal-Mart and Regional MVRs). Year-to-date data through April 26, 2008. All changes
represent year-over-year comparisons.
Revlon holds a strong position in color cosmetics in the U.S.
Since the fourth quarter 2006:
Revlon brand has maintained an approximate 13% dollar share each quarter
Almay brand has maintained an approximate 6% dollar share each quarter
U.S. ACNielsen-measured Retail Share
YTD April 2008 - Color Cosmetics
U.S. ACNielsen-measured Retail Share
April 2008 - Color Cosmetics
Source: All share data based on ACNielsen total U.S. All Outlets (excluding Wal-Mart and Regional MVRs). Four-week data through April 26, 2008. All changes
represent year-over-year comparisons.
9
New products drives share performance
4 weeks ending
April 2008
$ Share
YOY
$ Consumption
Change
YOY
$ Share Change
REVLON BRAND
12.8
+0.2
+3.1%
Face
Revlon ColorStay Mineral
Collection
Revlon Custom Creations
13.9
+1.5
+19.2%
Lip
Revlon Super Lustrous
Revlon Renewist
20.8
+1.9
+2.3%
Eye
Eye - Mascara
Revlon 3D Extreme mascara
9.3
4.3
-0.6
+0.2
-5.7%
+5.1%
ALMAY BRAND
Face
Almay Smart Shade
6.7
+0.6
+17.1%
5.8
-0.8
-10.8%
Eye
Almay Intense i-Color
Play Up
7.4
+0.2
+3.1%
Revlon Beauty Tools
20.4% retail share, - 4.9 percentage points YTD
#1 in beauty tools
Objective: Generate profitable growth by
increasing number of new products
Womens Hair Color / Beauty Tools /
Anti-Perspirants & Deodorants
10
Revlon ColorSilk
8.1% retail share, +1.5 percentage points YTD
Leading position in value segment of category,
and growing
Objective: Continue profitable growth
Mitchum AP/DEO
5.1% retail share, -0.9 percentage points YTD
Mitchum enjoys premium pricing and extremely high loyalty
based on most efficacious positioning; #1 gel brand in the U.S.
Objective: Maintain current strong and profitable position
Source: All share data based on ACNielsen total U.S. All Outlets (excluding Wal-Mart and Regional MVRs). Year-to-date data through March 29, 2008. All changes represent year-over-year comparisons.
Strategy
Build and leverage our strong
brands, particularly the Revlon
brand
Improve the execution of our
strategies and plans, and provide
for continued improvement in our
organizational capability
Continue to strengthen our
international business
Enhance operating profit margins
and cash flow
Improve capital structure
12
Net Sales
Mid-single digit growth over
time
Margins
Maintain or improve margins
Working Capital
Improve working capital
management
Growth in
Adjusted
EBITDA
Generates
Objective: Building the Value of the Company
Growth in Adjusted EBITDA and Cash Flow
Drives
STRATEGY RESULTS
Positive Free
Cash Flow
Build and leverage our strong brands, particularly the
Revlon brand
Drivers
Innovative, high-quality, consumer-preferred new
products
Effective, integrated brand communication
Competitive levels of advertising and promotion
Superb execution with our retail partners
13
Revlon Strategy
Build and leverage our strong brands, particularly the
Revlon brand
Recent actions
Accelerated new product development
Developed comprehensive rolling three-year color cosmetics and
beauty care portfolio strategy
Developed effective brand communication
Developed celebrity brand ambassador strategy
Signed Jessica Alba in 2007 and Elle Macpherson in 2008 for Revlon
brand
Signed Gucci Westman as Global Artistic Director for Revlon brand
Planned incremental support for Revlon brand with continued
support for brands worldwide with comparable levels of dollar
spending
14
Revlon Strategy
Improve the execution of our strategies and plans, and provide
for continued improvement in our organizational capability
Recent actions
Completed organizational restructurings in the U.S.
Eliminated redundant management structure
Established clear accountabilities
Reduced costs
Implemented rigorous individual performance management and succession
planning for key employees
Implemented restricted stock award programs in 2006 and 2007
15
Revlon Strategy
Continue to strengthen our international business
Continue to implement winning strategy
Focus on the strong brands in key countries
Leverage Revlon and Almay color brand marketing worldwide
Adapt product portfolio to local consumer preferences and trends
Structure most effective business model in each country
International operating profits and margins continued to improve
16
Revlon Strategy
Five-Year
CAGR
Growth
1Q08 vs. 1Q07
Net Sales, as reported
6.6%
5.5%
Adjusted EBITDA
31.0%
29.0%
Revlon and Almay
Color Cosmetics
Revlon Brand Color Cosmetics
Brand Positioning
Strong consumer franchise and heritage
Modern glamour positioning
Broad consumer appeal across all age groups
Celebrity brand ambassadors
Halle Berry, Jessica Alba, Elle Macpherson, Beau Garrett
Gucci Westman, Global Artistic Director
2008 new products
Differentiated and unique offerings
Innovations in products and packaging
Extensions of existing Revlon franchises
18
Revlon Brand Color Cosmetics Build our Strong Brands
Revlon ColorStay Mineral Collection
19
First-ever longwearing minerals
collection with ColorStay longwear
technology
Collection includes face and eye
products
Unique baked technology offers
no-mess packaging and
lightweight application
Contains unique skin-nourishing
mineral complex
Updates and enhances ColorStay
product offering
Ranked in ACNielsen top 10 new
products, by retail dollar sales, in
1Q08
1H08
Source: All share data based on ACNielsen total U.S. All Outlets (excluding Wal-Mart and Regional MVRs). Year-to-date data through
March 29, 2008.
Revlon Brand Color Cosmetics - Build our Strong Brands
Revlon Custom Creations
20
Unique skin-tone matching
product in self-select environment
First-to-market foundation
packaged in an innovative bottle
that delivers five custom shades
at the turn of a dial
Bottle contains two chambers of
product with a single pump
Ranked in ACNielsen top 10 new
products, by retail dollar sales, in
1Q08
1H08
Source: All share data based on ACNielsen total U.S. All Outlets (excluding Wal-Mart and Regional MVRs). Year-to-date data through March 29, 2008.
Revlon Brand Color Cosmetics - Build our Strong Brands
2008 Revlon Limited Edition Collection
New launch of six cross-
category products for face,
eye and lip
Collection focuses on self-
expression and freedom of
experimentation
Customizable for personalized
looks
Glamorous and trendy eye
candy products
21
1H08
Revlon Brand Color Cosmetics Effective Creative
Revlon Super Lustrous Lipcolor & Revlon Nail Enamel
22
Reinvigorating core franchises
Super Lustrous lipcolor
Revlon nail enamel
Updating shades
Exciting, new creative
1H08
Revlon Brand Color Cosmetics - Build our Strong Brands
Revlon Beyond Natural
23
Naturally Glamorous, Never
Overdone
New collection of eight products
for face, eye and lip
Smoothing primer
Skin matching makeup
Concealer and highlighter in a single
compact
Cream-to-powder eye shadow
Defining eye pencil
Defining mascara with molded brush
Cream lipgloss
Protective liptint
Works with all skin tones
2H08
Revlon Brand Color Cosmetics - Build our Strong Brands
Revlon ColorStay Mineral Lipglaze
24
First mineral lip gloss with
longwearing ColorStay technology
that lasts up to eight hours
12 shades with a unique mineral
complex that is good for lips and
provides a glossy seal of
conditioning with a one-step
application
Extension of the Revlon
ColorStay Mineral collection
launched in the first half of 2008
2H08
Revlon Brand Color Cosmetics - Build our Strong Brands
Revlon Lash Fantasy Total Definition Mascara
25
First dual ended molded brush
with
A vitamin primer on one side that
nourishes and lifts lashes
The other side delivers rich, intense
color with beautiful definition
A relaunch of our successful
Revlon Lash Fantasy mascara
2H08
Revlon Brand Color Cosmetics - Build our Strong Brands
Revlon Crush on Color
26
Summer collection of 13 new and
on-trend shades for
Revlon Super Lustrous lipstick and lip
gloss,
Revlon ColorStay 12 Hour eye
shadow quad
Revlon nail enamel
Enhance our shade selection by
offering hottest new shades of the
season in several core Revlon
products
2H08
Almay Brand Color Cosmetics
Brand Positioning
Strong consumer franchise
Naturally beautiful positioning
Broad consumer appeal across all age groups
Unique, highly relevant brand
Hypoallergenic, Dermatologist tested, Ophthalmologist tested
Celebrity brand ambassadors
Elaine Irwin-Mellencamp, Marina Theiss
2008 new products
Differentiated and unique offerings
Innovations in products and packaging
Extensions and enhancements of existing franchises
27
Almay Brand Color Cosmetics - Build our Strong Brands
Almay TLC Truly Lasting Color Foundation
28
First mass-market healthy beauty
longwear makeup that
incorporates skincare benefits
Lasts for up to 16 hours and has
SPF sun protection of 15
Exclusive blend of vitamins and
antioxidants, namely green tea to
protect the skin, lemon extract to
brighten and vitamin E to help
smooth
Extension of TLC franchise
Ranked in ACNielsen top 20 new
products, by retail dollar sales, in
1Q08
1H08
Source: All share data based on ACNielsen total U.S. All Outlets (excluding Wal-Mart and Regional MVRs). Year-to-date data through
March 29, 2008.
Almay Brand Color Cosmetics - Build our Strong Brands
Almay Intense i-Color Play Up Collection
29
Relaunch of the highly
successful Intense i-Color
Collection
New Play Up shadows, liners
and mascara with a molded
brush
Products are expertly
coordinated to intensify natural
eye color
Four eye collections to
intensify specific eye color
Ranked in ACNielsen top 20
new products, by retail dollar
sales, in 1Q08
1H08
Source: All share data based on ACNielsen total U.S. All Outlets (excluding Wal-Mart and Regional MVRs). Year-to-date data through
March 29, 2008.
Almay Brand Color Cosmetics - Build our Strong Brands
Almay Makeup Removers
30
Enhanced formula and improved package for our already successful makeup remover
Contains a botanical blend of ingredients to condition skin
Offering includes eye makeup remover pads and liquid in both oil-free and moisturizing formulas
New and improved towelettes for our oil-free formula
1H08
Almay Brand Color Cosmetics - Build our Strong Brands
Almay Bright Eyes Collection
31
Three-product, innovative and
coordinated collection made up of
Eye Base and Concealer in one,
Eye Shadow and a
Liner/Highlighter Duo
Contains unique blend of marine
extracts, white tea and peptides
that work with light reflectors to
naturally brighten, de-puff and
refresh the look of the entire eye
area
The three collections of Bright
Eyes products are coordinated by
skin tone
2H08
Almay Brand Color Cosmetics - Build our Strong Brands
Almay Smart Shade Concealer
32
Uses the Smart Shade unique
shade-sensing technology to conceal skin imperfections
Another extension of the highly successful Smart Shade line of products, which already includes makeup, blush and bronzer
2H08
Almay Brand Color Cosmetics - Build our Strong Brands
Almay TLC Truly Lasting Color Pressed Powder
33
A longwear makeup that
incorporates skincare benefits
Lasts for up to 16 hours and is
infused with a nourishing blend of
natural ingredients, namely
antioxidant green tea to protect,
lemon extract to brighten and
Vitamin E to help smooth
An extension to the TLC Truly
Lasting Color makeup that was
launched in 1H08
2H08
Recent Financial Performance
Build and leverage our strong
brands, particularly the Revlon
brand
Improve the execution of our
strategies and plans, and provide
for continued improvement in our
organizational capability
Continue to strengthen our
international business
Enhance operating profit margins
and cash flow
Improve capital structure
35
Net Sales
Mid-single digit growth over
time
Margins
Maintain or improve margins
Working Capital
Improve working capital
management
Growth in
Adjusted
EBITDA
Generates
Objective: Building the Value of the Company
Growth in Adjusted EBITDA and Cash Flow
Drives
STRATEGY RESULTS
Positive Free
Cash Flow
Recent actions
Reduced cost base from previous levels by $55 million through
restructuring actions
Established continuous improvement initiatives to manage productivity and
achieve efficiencies and control costs
Improved gross profit margin and operating income margin in 1Q08 vs. 1Q07
Working to reduce working capital as percentage of net sales, with focus
on inventory reduction
Enhance operating profit margins and cash flow
36
Revlon Strategy
Program
Cost (approx.)
Cost Reduction
(approx.)
Program Rationale
Feb.
2006
Consolidation of certain functions
$10
$15
Sep.
2006
Broad organizational streamlining
$21
$33
Mar.
2007
Closure of Irvington, NJ facility
Streamlining in IT and Canada
$3
$7
Total
$34
$55
($ millions)
Improve capital structure
Recent actions
Refinance of $1 billion revolving credit facility and term loan in Dec
2006 generating significant interest savings
Completed two equity rights offerings totaling $210 million in 2006 and
2007, with net proceeds used to reduce debt
Refinanced 8 5/8% senior subordinated notes in Feb 2008 with the new
$170 million 11% senior subordinated term loan from MacAndrews &
Forbes
Announced plan in April 2008 to effect a reverse split of Class A and
Class B common stock at a 1-for-10 split ratio, which we currently
expect to consummate in May or June of 2008
In September 2007 and April 2008, entered into two $150 million two-
year floating-to-fixed interest rate swap transactions related to
indebtedness under bank term loan. Interest rate is fixed at 8.692%
and
6.66%, respectively, for the two-year term of each swap
37
Revlon Strategy
-$50.2
$121.0
8.6%
2006
2007
Operating Income
% of Net Sales
38
(2)
(1)
(1)
(1) In 2006, Vital Radiance, executive severance and restructuring expenses collectively reduced net sales by $19.7 million
and unfavorably affected Operating Income by $145.1 million.
(2) In 2007, Operating Income included restructuring expenses of $7.3 million.
+5.2%
Net sales up 5.2% (up 3.2% excluding FX); Consistent with mid-single digit
sales growth expectations. Significant improvement in operating income
Operating Income
(in millions)
Net Sales
(in millions)
2007 Results
$1,331.4
$1,400.1
2006
2007
Free Cash Flow (1)
(in millions)
$78.2
$224.5
5.9%
16.0%
2006
2007
Adjusted EBITDA
% of Net Sales
Adjusted EBITDA (1)
(in millions)
(2)
(3)
(1)
Adjusted EBITDA and Free Cash Flow are non-GAAP measures; see definitions and reconciliations to their respective most directly comparable GAAP financial measures in appendices attached.
2007 Results
Significantly improved Adjusted EBITDA and cash usage
-$161.1
-$13.8
2006
2007
39
(3) 2007 included restructuring expenses of $7.3 million.
(2) In 2006, Vital Radiance, executive severance and restructuring expenses collectively reduced Adjusted EBITDA by $122.9 million.
$1,400.1
$1,119.4
2002
2003
2004
2005
2006
2007
2002
2003
2004
2005
2006
2007
-$114.9
$121.0
Operating Income
% of Net Sales
Financial Performance Trends
Net Sales
(in millions)
Operating Income
(in millions)
CAGR: 4.6%
Mid-single digit sales growth, over time
Improved operating income and margins in 2007
8.6%
40
$3.0
$32.5
0.9%
10.1%
First Quarter
2007
First Quarter
2008
Operating Income
% of Net Sales
$328.6
$320.4
First Quarter
2007
First Quarter
2008
Net sales down 2.5% and down 5.5% XFX - Hurdling Revlon Colorist hair color and Mitchum
Smart Solid AP/DEO launches in 1Q07.
Significant improvement in operating income (excluding one-time items mentioned above) due
mainly to lower S,G & A expenses, primarily the non-recurrence of brand support related to the
launch of Revlon
Colorist hair color in 1Q07.
First Quarter 2008 Results
Net Sales
(in millions)
Operating Income
(in millions)
(1)
Operating Income in the first quarter 2007 includes $4.3 million of restructuring
charges, and a $4.4 million benefit from the reduction of lease liability related to consolidation of office space in New York.
(2) Operating Income in the first quarter 2008 includes a net gain of approximately $6 million related to the sale of a non-core trademark.
(1)
(2)
41
$58.1
$32.3
18.1%
9.8%
First Quarter
2007
First Quarter
2008
Adjusted EBITDA
% of Net Sales
42
First Quarter 2008 Results
(1)
Adjusted EBITDA is a non-GAAP measure; see definition and reconciliation to its most directly comparable GAAP
financial measure in the appendices attached.
(2)
Adjusted EBITDA in 1Q07 includes $4.3 million of restructuring charges, and a $4.4 million benefit from the reduction of lease
liability related to consolidation of office space in New York.
(3) Adjusted EBITDA in 1Q08 includes a net gain of approximately $6 million related to the sale of a non-core trademark.
(3)
(2)
Adjusted EBITDA (1)
(in millions)
Significant improvement in Adjusted EBITDA
Current Composition of Debt & Liquidity
Loan
Amount
($ millions)
Rate
Maturity Date
Term Loan Facility
(Secured )
840(1)
LIBOR + 400 bps(1)
January 2012
Senior Notes
(Unsecured )
390
9.5%
April 2011
M&F Senior
Subordinated Term
Loan (Unsecured )
170
11%
August 2009
Total Debt
1,400
Approx 60/40
fixed/floating rates
Revolving Credit
Facility (Secured )
160 facility
LIBOR + 200 bps
January 2012
(1)
In September, 2007, we entered into a $150 million two-year floating-to-fixed interest rate swap transaction related to
indebtedness under term loan. Interest rate is fixed at 8.692% for the two-year term
of the swap. In April, 2008 we entered
into a second $150 million two-year floating-to-fixed interest rate swap transaction related to indebtedness under term loan. Interest rate is fixed at 6.66% for the two year term of the swap.
43
Unutilized borrowing capacity and cash of $185.7 million as of March 31, 2008
$92.8 million available under the revolving credit facility
$46.7 million of cash and cash equivalents
Conclusion
45
Conclusion
Leading Market
Presence
Powerful
Brands
Strong Retail
Customer
Relationships
Revlon-branded products generate approximately $1 billion in sales around the world
Products are sold in more than 100 countries
The Company enjoys 19% color cosmetics retail market share in the US (1), and has leading
positions in
key international markets
The Company generated 2007 Net Sales of $1.4 billion
(1) Share data based on ACNielsen total US All Outlets (excluding Wal-Mart and Regional MVRs). Year-to-date data through April 26, 2008. All changes represent year-over-year comparisons.
World Class
Operations
Major world class manufacturing facility in Oxford, NC and four other manufacturing facilities
worldwide
~5,600 employees worldwide
Goldman Sachs
Consumer Products Symposium
May 12, 2008
Appendices
Forward-Looking Statements
This presentation relates to various aspects of Revlon, Inc.s (Revlon) strategic, business and financial plans. Statements made in this presentation, which are not historical, are forward-looking and based on managements estimates, objectives, vision, projections, forecasts, plans, anticipations, targets, drivers, strategies, beliefs, intent, expectations, outlook, opportunities and initiatives, and thus are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Accordingly, Revlon's actual results may differ materially from such forward-looking statements for a number of reasons, including, without limitation, those set forth in the Company's filings with the SEC, including its Annual Report on Form 10-K for 2007, Quarterly Reports on Form 10-Q, including its Q1 2008 Form 10-Q, and other Current Reports on Form 8-K filed with the SEC. Access to these filings is available on the SEC's website at www.sec.gov.
The date of this presentation is as of May 12, 2008 and the information provided herein is presented through the dates indicated on the applicable slides. Except for the Companys ongoing obligations under the U.S. federal securities laws, Revlon undertakes no commitment to update or otherwise revise this presentation to reflect actual results of operations, changes in financial condition, changes in estimates, changes in expectations, changes in assumptions, changes in external sources of information, or other circumstances arising and/or existing since the preparation of the information contained herein or to reflect the occurrence of any future events. Further, Revlon undertakes no commitment to update or revise any of this presentation to reflect changes in general economics or industry conditions or changes in specific industry categories in which Revlon operates.
Additionally, the business and financial information and materials and any other statement or disclosure on, or made available through the websites referred to herein shall not be incorporated by reference herein unless specifically identified as such.
48
Revlon is a public holding company with no business operations of its own. Revlons only material asset is all of the outstanding capital stock of Revlon Consumer Products Corporation (Products Corporation and, together with Revlon, sometimes referred to as the Company), through which Revlon conducts all of its business operations. As such, Revlon's net (loss)/income has historically consisted of the net (loss)/income of Products Corporation and includes certain expenses related to being a public holding company. This presentation includes financial information as of December 31, 2007 and 2006 and as of March 31, 2008 and 2007 based on information in the public domain and in certain cases information in the Company's press releases issued in 2007 and 2008, as well as related Form 10Ks, 10Qs and Form 8-Ks filed with the SEC during 2008 and 2007. The financial data contained herein are both audited and unaudited and have been prepared from Revlon, Inc.s internal and external reporting information.
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. Adjusted EBITDA is defined as net earnings before interest, taxes, depreciation, amortization, gains/losses on foreign currency transactions, gains/losses on the early extinguishment of debt and miscellaneous expenses. In calculating Adjusted EBITDA, the Company excludes the effects of gains/losses on foreign currency transactions, gains/losses on the early extinguishment of debt and miscellaneous expenses because the Company's management believes that some of these items may not occur in certain periods, the amounts recognized can vary significantly from period to period and these items do not facilitate an understanding of the Company's operating performance. The Company's management utilizes Adjusted EBITDA as an operating performance measure in conjunction with GAAP measures, such as net income and gross margin calculated in accordance with GAAP.
The Company's management uses Adjusted EBITDA as an integral part of its reporting and planning processes and as one of the primary measures to, among other things --
(i) monitor and evaluate the performance of the Company's business operations;
(ii) facilitate management's internal comparisons of the Company's historical operating performance of its business operations;
(iii) facilitate management's external comparisons of the results of its overall business to the historical operating performance of other companies that may have different capital structures and debt levels;
(iv) review and assess the operating performance of the Company's management team and as a measure in evaluating employee compensation and bonuses;
(v) analyze and evaluate financial and strategic planning decisions regarding future operating investments; and
(vi) plan for and prepare future annual operating budgets and determine appropriate levels of operating investments.
The Company's management believes that Adjusted EBITDA is useful to investors to provide them with disclosures of the Company's operating results on the same basis as that used by the Company's management. Additionally, the Company's management believes that Adjusted EBITDA provides useful information to investors about the performance of the Company's overall business because such measure eliminates the effects of unusual or other infrequent charges that are not directly attributable to the Company's underlying operating performance. Additionally, the Company's management believes that because it has historically provided Adjusted EBITDA in its presentations, that including such non-GAAP measure in this presentation provides consistency in its financial reporting and continuity to investors for comparability purposes. Accordingly, the Company believes that the presentation of Adjusted EBITDA, when used in conjunction with GAAP financial measures, is a useful financial analysis tool, used by the Company's management as described above that can assist investors in assessing the Company's financial condition, operating performance and underlying strength. Adjusted EBITDA should not be considered in isolation or as a substitute for net income/(loss) prepared in accordance with GAAP. Other companies may define EBITDA differently. Also, while EBITDA is defined differently than Adjusted EBITDA for the Company's credit agreement, certain financial covenants in its borrowing arrangements are tied to similar measures. Adjusted EBITDA, as well as the other information in this presentation, should be read in conjunction with the Company's financial statements and footnotes contained in the documents that the Company files with the U.S. Securities and Exchange Commission.
Free cash flow is a non-GAAP measure that is reconciled to net cash provided by/(used in) operating activities, its most directly comparable GAAP measure, in the accompanying financial tables. Free cash flow is defined as net cash provided by/(used in) operating activities, less capital expenditures for property, plant and equipment, plus proceeds from the sale of certain assets. Management uses free cash flow to evaluate its business and financial performance and overall liquidity and in strategic planning. Management believes that free cash flow is useful for investors because it provides them with an important perspective on the cash available for debt repayment and other strategic measures, after making necessary capital investments in property and equipment to support the Company's ongoing business operations, and provides them with the same results that management uses as the basis for making resource allocation decisions. Free cash flow does not represent the residual cash flow available for discretionary expenditures, as it excludes certain expenditures such as mandatory debt service requirements, which for the Company are significant. The Company does not intend for free cash flow to be considered in isolation or as a substitute for the related GAAP measures. Other companies may define free cash flow or similarly titled measures differently.
All mass retail share and consumption data is U.S. mass-retail 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, as well as prestige, department stores, door-to-door, internet, television shopping, specialty stores, perfumeries and other outlets, all of which are channels for cosmetics sales. This data represents approximately two-thirds of the Companys U.S. mass-retail dollar volume. Such data represents ACNielsens estimates based upon mass retail sample data gathered by ACNielsen and are therefore subject to some degree of variance and may contain slight rounding differences.
Basis of Presentation
49
Non-GAAP Adjusted EBITDA Reconciliation
50
2008
2007
2007
2006
Reconciliation to net loss:
Net loss ..
$
(2.5)
$
(35.2)
$
(16.1)
$
(251.3)
Interest expense, net .. .
31.8
32.5
134.3
147.7
Amortization of debt issuance costs .. ...
1.3
1.1
3.3
7.5
Foreign currency (gains) losses, net .. ..
(4.3)
0.1
(6.8)
(1.5)
Loss on early extinguishment of debt .. .
0.0
0.0
0.1
23.5
Miscellaneous, net .. .
0.1
0.1
(1.8)
3.8
Provision for income taxes .. ...
6.1
4.4
8.0
20.1
Depreciation and amortization .. .
25.6
29.3
103.5
128.4
Adjusted EBITDA .. ...
$
58.1
$
32.3
$
224.5
$
78.2
Three Months Ended
Year Ended
REVLON, INC. AND SUBSIDIARIES
UNAUDITED ADJUSTED EBITDA RECONCILIATION
(dollars in millions)
March
December 31,
Non-GAAP Free Cash Flow Reconciliation
51
2007
2006
Reconciliation to net cash provided by/(used in) operating activities:
$
3.8
$
(138.7)
Less capital expenditures .. ... ... ..
Cash provided by/(used in) operating activities .. ... .
(20.0)
(22.4)
Plus proceeds from the sale of certain assets ... .....
2.4
-
Free cash flow ..
$
(13.8)
$
(161.1)
REVLON, INC. AND SUBSIDIARIES
UNAUDITED FREE CASH FLOW RECONCILIATION
(dollars in millions)
(Unaudited)
Year Ended
December 31,
Goldman Sachs
Consumer Products Symposium
May 12, 2008