UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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: August 7, 2008
(Date of earliest event reported:
July 28, 2008)
Revlon, Inc.
(Exact Name of Registrant as
Specified in its Charter)
| Delaware | 1-11178 | 13-3662955 | ||
|
(State or Other Jurisdiction of
Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
||
|
237 Park Avenue |
||
| New York, New York | 10017 | |
|
(Address of Principal Executive Offices)
|
(Zip Code) | |
(212)
527-4000
(Registrant’s 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))
Explanatory
Note
Revlon, Inc. (“Revlon” and together with its
subsidiaries, including Revlon Consumer Products Corporation,
the “Company”) previously reported in Part II,
Item 5, Other Information, contained in its Quarterly
Report on
Form 10-Q
for the quarterly period ended June 30, 2008, which was
filed with the SEC on July 31, 2008, that on July 28,
2008 the Company consummated the sale of its non-core Bozzano
brand, a leading men’s hair care and shaving line of
products, and certain other non-core brands, including Juvena
and Aquamarine, which are sold only in the Brazilian market. The
transaction was effected through the sale of the Company’s
indirect Brazilian subsidiary, Ceil Comércio E
Distribuidora Ltda. (“Ceil”) to Hypermarcas S.A., a
Brazilian publicly-traded, consumer products corporation. The
purchase price was approximately $104 million in cash plus
approximately $3 million in cash on Ceil’s balance
sheet. Net proceeds, after the payment of taxes and transaction
costs, are expected to be approximately $94 million.
This
Form 8-K
is being filed with the SEC to provide the unaudited pro forma
condensed financial information related to such transaction, as
required by Item 9.01(b) of
Form 8-K.
Forward-Looking
Statements
Statements and other information included in this
Form 8-K,
which are not historical facts, including statements about the
Company’s plans, strategies, beliefs and expectations, as
well as certain estimates and assumptions used by the
Company’s management, may contain forward-looking
statements and are 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 to reflect actual results of operations;
changes in financial condition; changes in general economic,
industry or cosmetics category conditions; changes in estimates,
expectations or assumptions; or other circumstances or events
arising after the filing of this
Form 8-K.
Forward-looking statements are subject to known and unknown
risks and uncertainties and are based on potentially inaccurate
estimates and assumptions, including the estimates and
assumptions used by the Company in preparing the pro forma
financial information included in this
Form 8-K,
that could cause actual results to differ materially from those
expected or implied by the forward-looking statements or the
estimates and assumptions used. Such forward-looking statements
include, without limitation, the Company’s estimates of the
net proceeds and one-time gain from the July 2008 sale of Ceil.
Actual results may differ materially from such forward-looking
statements for a number of reasons, including those set forth in
our filings with the SEC, including, without limitation, our
2007 Annual Report on
Form 10-K
filed with the SEC in March 2008 and our Quarterly Reports on
Form 10-Q
and Current Reports on
Form 8-K
that we will file with the SEC during 2008 (which may be viewed
on the SEC’s website at
http://www.sec.gov
or on our website at
http://www.revloninc.com),
as well as reasons including less than anticipated net proceeds
from the sale of Ceil
and/or
changes in the one-time gain from such sale. Factors other than
those listed above could also cause the Company’s results
to differ materially from expected results. Additionally, the
business and financial materials and any other statement or
disclosure on, or made available through, the Company’s
websites or other websites referenced herein shall not be
incorporated by reference into this
Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(b) Pro Forma Financial Information.
The unaudited pro forma condensed consolidated balance sheet as
of June 30, 2008 and unaudited pro forma condensed
consolidated statements of operations for the year ended
December 31, 2007 and the six-months ended June 30,
2008 are attached hereto as Exhibit 99.1 and are
incorporated herein by reference.
2
(d) Exhibits
|
Exhibit No.
|
Description
|
|||
| 99 | .1 | Unaudiated pro forma condensed consolidated balance sheet as of June 30, 2008 and unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2007 and the six months ended June 30, 2008. | ||
3
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, Human
Resources, Chief Legal Officer, General
Counsel and Secretary
Date: August 7, 2008
4
EXHIBIT INDEX
|
Exhibit No.
|
Description
|
|||
| 99 | .1 | Unaudiated pro forma condensed consolidated balance sheet as of June 30, 2008 and unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2007 and six months ended June 30, 2008. | ||
5
Exhibit 99.1
REVLON,
INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Overview
On July 28, 2008, Revlon, Inc. (“Revlon” and
together with its subsidiaries, including Revlon Consumer
Products Corporation, the “Company”) consummated the
sale of the Company’s non-core Bozzano brand, a leading
men’s hair care and shaving line of products, and certain
other non-core brands, including Juvena and Aquamarine, which
are sold only in the Brazilian market. The transaction was
effected through the sale of the Company’s indirect
Brazilian subsidiary, Ceil Comércio E Distribuidora Ltda.
(“Ceil”) to Hypermarcas S.A., a Brazilian
publicly-traded, consumer products corporation. The purchase
price was approximately $104 million in cash plus
approximately $3 million in cash on Ceil’s balance
sheet. Net proceeds, after the payment of taxes and transaction
costs, are expected to be approximately $94 million.
The Company is currently evaluating the most appropriate use of
the net proceeds from this transaction. In the Company’s
results for the third quarter of 2008, the Company expects to
record a one-time gain from this transaction of approximately
$50 million. Revlon brand color cosmetics will continue to
be marketed in Brazil through the Company’s current third
party distributor.
The adjustments reflected in the unaudited pro forma condensed
consolidated financial statements are based on currently
available information and certain estimates and assumptions.
Actual results may differ from the pro forma adjustments and
from the estimates and assumptions used. The Company’s
management believes that the estimates and assumptions used
provide a reasonable basis for presenting the effects of the
sale of the Company’s Ceil subsidiary. The Company’s
management also believes that the pro forma adjustments give
appropriate effect to these estimates and assumptions and are
applied in conformity with U.S. generally accepted
accounting principles.
The pro forma adjustments made in connection with the
development of the pro forma information are preliminary and
have been made solely for the purpose of developing such pro
forma information necessary to comply with disclosure
requirements and are not necessarily indicative of the results
of continuing operations that would have occurred if the
disposition had been consummated on January 1, 2007, nor
are they necessarily indicative of the Company’s future
results of operations.
6
REVLON,
INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in millions)
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in millions)
|
As Reported |
Pro Forma |
Pro Forma |
||||||||||||||||||
| June 30, 2008 | Adjustments | June 30, 2008 | ||||||||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||||||
|
ASSETS
|
||||||||||||||||||||
|
Current assets:
|
||||||||||||||||||||
|
Cash and cash equivalents
|
$ | 31 | .2 | $ | 93 | .7 | (b) | $ | 124 | .9 | ||||||||||
|
Trade receivables, less allowance for doubtful accounts
|
192 | .7 | (5 | .5) | (a) | 187 | .2 | |||||||||||||
|
Inventories
|
182 | .9 | (3 | .5) | (a) | 179 | .4 | |||||||||||||
|
Prepaid expenses and other
|
65 | .7 | (8 | .0) | (c) | 57 | .7 | |||||||||||||
|
Total current assets
|
472 | .5 | 76 | .7 | (a) | 549 | .2 | |||||||||||||
|
Property, plant and equipment, net
|
113 | .9 | (0 | .9) | (a) | 113 | .0 | |||||||||||||
|
Other assets
|
110 | .9 | (0 | .1) | (a) | 110 | .8 | |||||||||||||
|
Goodwill, net
|
186 | .4 | (3 | .5) | (d) | 182 | .9 | |||||||||||||
|
Total assets
|
$ | 883 | .7 | $ | 72 | .2 | $ | 955 | .9 | |||||||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIENCY | ||||||||||||||||||||
|
Current liabilities:
|
||||||||||||||||||||
|
Short-term borrowings
|
$ | 2 | .7 | $ | - | $ | 2 | .7 | ||||||||||||
|
Current portion of long-term debt
|
8 | .7 | - | 8 | .7 | |||||||||||||||
|
Accounts payable
|
103 | .4 | (4 | .1) | (a) | 99 | .3 | |||||||||||||
|
Accrued expenses and other
|
247 | .9 | (9 | .1) | (a) | 238 | .8 | |||||||||||||
|
Total current liabilities
|
362 | .7 | (13 | .2) | (a) | 349 | .5 | |||||||||||||
|
Long-term debt
|
1,221 | .6 | - | 1,221 | .6 | |||||||||||||||
|
Long-term debt - affiliates
|
170 | .0 | - | 170 | .0 | |||||||||||||||
|
Long-term pension and other post-retirement plan liabilities
|
110 | .2 | - | 110 | .2 | |||||||||||||||
|
Other long-term liabilities
|
82 | .2 | - | 82 | .2 | |||||||||||||||
|
Total stockholders’ deficiency
|
(1,063 | .0) | 85 | .4 | (e) | (977 | .6) | |||||||||||||
|
Total liabilities and stockholders’ deficiency
|
$ | 883 | .7 | $ | 72 | .2 | $ | 955 | .9 | |||||||||||
See Accompanying Notes to Unaudited Pro Forma Condensed
Consolidated Financial Statements
7
REVLON,
INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in millions, except share and per share amounts)
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in millions, except share and per share amounts)
| Year Ended December 31, 2007 | |||||||||||||||
|
Pro Forma |
|||||||||||||||
| As Reported | Adjustments | Pro Forma | |||||||||||||
| (a) | (Unaudited) | ||||||||||||||
|
Net sales
|
$ | 1,400 | .1 | $ | (33 | .0) | $ | 1,367 | .1 | ||||||
|
Cost of sales
|
522 | .9 | (17 | .1) | 505 | .8 | |||||||||
|
Gross profit
|
877 | .2 | (15 | .9) | 861 | .3 | |||||||||
|
Selling, general and administrative expenses
|
748 | .9 | (12 | .7) | 736 | .2 | |||||||||
|
Restructuring costs and other, net
|
7 | .3 | - | 7 | .3 | ||||||||||
|
Operating income
|
121 | .0 | (3 | .2) | 117 | .8 | |||||||||
|
Other expenses (income):
|
|||||||||||||||
|
Interest expense
|
136 | .3 | - | 136 | .3 | ||||||||||
|
Interest income
|
(2 | .0) | - | (2 | .0) | ||||||||||
|
Amortization of debt issuance costs
|
3 | .3 | - | 3 | .3 | ||||||||||
|
Foreign currency gains, net
|
(6 | .8) | 2 | .1 | (4 | .7) | |||||||||
|
Miscellaneous, net
|
(1 | .7) | - | (1 | .7) | ||||||||||
|
Other expenses, net
|
129 | .1 | 2 | .1 | 131 | .2 | |||||||||
|
Loss before income taxes
|
(8 | .1) | (5 | .3) | (13 | .4) | |||||||||
|
Provision for income taxes
|
8 | .0 | (1 | .4) | 6 | .6 | |||||||||
|
Net loss
|
$ | (16 | .1) | $ | (3 | .9) | $ | (20 | .0) | ||||||
|
Basic loss per common share
|
$ | (0 | .03) | $ | (0 | .04) | |||||||||
|
Diluted loss per common share
|
$ | (0 | .03) | $ | (0 | .04) | |||||||||
|
Weighted average number of common shares outstanding:
|
|||||||||||||||
|
Basic
|
504,372,640 | 504,372,640 | |||||||||||||
|
Diluted
|
504,372,640 | 504,372,640 | |||||||||||||
See Accompanying Notes to Unaudited Pro Forma Condensed
Consolidated Financial Statements
8
REVLON,
INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in millions, except share and per share amounts)
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in millions, except share and per share amounts)
| Six Months Ended June 30, 2008 | |||||||||||||||
|
Pro Forma |
|||||||||||||||
| As Reported | Adjustments | Pro Forma | |||||||||||||
| (Unaudited) | (a) | (Unaudited) | |||||||||||||
|
Net sales
|
$ | 696 | .8 | $ | (18 | .6) | $ | 678 | .2 | ||||||
|
Cost of sales
|
247 | .4 | (9 | .8) | 237 | .6 | |||||||||
|
Gross profit
|
449 | .4 | (8 | .8) | 440 | .6 | |||||||||
|
Selling, general and administrative expenses
|
369 | .1 | (7 | .5) | 361 | .6 | |||||||||
|
Restructuring costs and other, net
|
(11 | .6) | - | (11 | .6) | ||||||||||
|
Operating income
|
91 | .9 | (1 | .3) | 90 | .6 | |||||||||
|
Other expenses (income):
|
|||||||||||||||
|
Interest expense
|
62 | .9 | - | 62 | .9 | ||||||||||
|
Interest income
|
(0 | .5) | - | (0 | .5) | ||||||||||
|
Amortization of debt issuance costs
|
2 | .8 | - | 2 | .8 | ||||||||||
|
Foreign currency gains, net
|
(5 | .6) | 1 | .2 | (4 | .4) | |||||||||
|
Miscellaneous, net
|
- | - | - | ||||||||||||
|
Other expenses, net
|
59 | .6 | 1 | .2 | 60 | .8 | |||||||||
|
Income before income taxes
|
32 | .3 | (2 | .5) | 29 | .8 | |||||||||
|
Provision for income taxes
|
14 | .9 | (0 | .4) | 14 | .5 | |||||||||
|
Net income
|
$ | 17 | .4 | $ | (2 | .1) | $ | 15 | .3 | ||||||
|
Basic income per common share
|
$ | 0 | .03 | $ | 0 | .03 | |||||||||
|
Diluted income per common share
|
$ | 0 | .03 | $ | 0 | .03 | |||||||||
|
Weighted average number of common shares outstanding:
|
|||||||||||||||
|
Basic
|
511,690,858 | 511,690,858 | |||||||||||||
|
Diluted
|
512,117,244 | 512,117,244 | |||||||||||||
See Accompanying Notes to Unaudited Pro Forma Condensed
Consolidated Financial Statements
9
REVLON,
INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(all tabular amounts in millions)
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(all tabular amounts in millions)
| 1. | Basis of Presentation |
The historical condensed consolidated balance sheet as of
June 30, 2008 and historical condensed consolidated
statement of operations for the six months ended June 30,
2008 are derived from and should be read in conjunction with the
Company’s unaudited condensed consolidated financial
statements in its June 30, 2008
Form 10-Q,
which was filed with the SEC on July 31, 2008. The
historical condensed consolidated statement of operations for
the year ended December 31, 2007 is derived from and should
be read in conjunction with the Company’s audited
consolidated financial statements in its December 31, 2007
Form 10-K,
which was filed with the SEC on March 5, 2008.
The pro forma adjustments in the accompanying condensed
consolidated balance sheet have been prepared as if the sale of
the Company’s Ceil subsidiary was completed on
June 30, 2008. The pro forma adjustments in the
accompanying condensed consolidated statements of operations for
the six months ended June 30, 2008 and year ended
December 31, 2007 have been prepared as if the sale of the
Company’s Ceil subsidiary was completed on January 1,
2007.
These pro forma financial statements do not purport to be
indicative of the Company’s financial position or results
of operations as of the dates presented or for such periods, nor
are they necessarily indicative of the Company’s future
results of operations.
| 2. | Pro Forma Adjustments and Assumptions |
The unaudited pro forma condensed consolidated financial
statements give pro forma effect to the following:
| (a) | The pro forma adjustments relate to the assets disposed of from the sale of the Company’s Ceil subsidiary. |
| (b) | The purchase price for the Company’s Ceil subsidiary was $104.0 million in cash, plus $3.6 million in cash on Ceil’s balance sheet. Net proceeds received at the closing, after the payment of taxes and the elimination of cash on hand in the Company’s Ceil subsidiary, were $93.7 million. |
| (c) | The elimination of $8.0 million of prepaid expenses includes approximately $6 million related to non-income taxes receivable. |
| (d) | The write-off of $3.5 million of goodwill represents the portion of goodwill allocated to the Company’s Ceil subsidiary. |
| (e) | The $85.4 million adjustment to stockholders’ deficiency represents the difference between the net cash proceeds, the elimination of net assets (as related to the assets disposed) and the write-off of the currency translation adjustment related to the Company’s Ceil subsidiary (none of which are included in the pro forma condensed consolidated income statements). |
10