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

Revlon, Inc.

Delaware		1-11178		13-3662955
(State or Other Jurisdiction of		(Commission		(I.R.S. Employer
Incorporation)		File Number)		Identification No.)

237 Park Avenue New York, New York		10017
(Address of Principal Executive Offices)		(Zip Code)

(212) 527-4000

None

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 2.02. Results of Operations and Financial Condition

     As noted in detail below, Revlon, Inc. (“Revlon” or together with its subsidiaries, the “Company”) is furnishing this Current Report on Form 8-K to provide certain quarterly information regarding its previously-announced Bozzano Sale Transaction and the Reverse Stock Split (each as defined below).

     The Company filed a Current Report on Form 8-K on November 5, 2008 (the “November 5, 2008 Form 8-K”) reflecting the impact of its July 28, 2008 disposition of its non-core Bozzano business, a leading men’s hair care and shaving line of products, and certain other non-core brands, including Juvena and Aquamarine, which were sold by the Company only in the Brazilian market (the “Bozzano Sale Transaction”), on the historical consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed with the SEC on March 5, 2008 (the “2007 Form 10-K”). The Bozzano Sale 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 company, and in accordance with the Statement of Financial Accounting Standards No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS No. 144”), the revenues and expenses associated with Ceil, as included on the statement of operations, have been classified as discontinued operations.

     The Company’s quarterly report on Form 10-Q for the fiscal period ended September 30, 2008, filed with the SEC on November 5, 2008 (the “Q3 2008 Form 10-Q”), reflected the reclassification of Ceil as a discontinued operation on the statement of operations and statement of cash flows for the fiscal quarters and nine-month periods ended September 30, 2008 and 2007, respectively.

     The November 5, 2008 Form 8-K also reflected the impact of Revlon’s reverse stock split of its Class A and Class B common stock, at a split ratio of 1-for-10 (the “Reverse Stock Split”), which it effected on September 15, 2008, by retroactively restating selected sections of the 2007 Form 10-K to reflect the impact of the Reverse Stock Split on per share amounts, weighted average shares outstanding and shares outstanding, as well as outstanding restricted stock, restricted stock units, stock options and stock appreciation rights. The Q3 2008 Form 10-Q reflected the impact of the Reverse Stock Split on the fiscal quarters and nine-month periods ended September 30, 2008 and 2007, respectively.

     For the purpose of providing information on the reclassification of Ceil as a discontinued operation and the impact of the Reverse Stock Split on weighted average shares outstanding and basic and diluted income (loss) per share for the first and second quarters of 2007 and 2008, respectively, the Company is now filing this Form 8-K to supplement the November 5, 2008 Form 8-K and Q3 2008 Form 10-Q filings to cover the Company’s historical consolidated statements for the following fiscal periods:

	•		the three-month period ended March 31, 2007, as included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2007;
	•		the three-month period ended June 30, 2007, as included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2007;
	•		the three-month period ended March 31, 2008, as included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 6, 2008; and
	•		the three-month period ended June 30, 2008, as included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on July 31, 2008.

     In accordance with General Instruction B.2 to the Form 8-K, the information under this Item 2.02 and Exhibits 99.1 and 99.2 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.

Item 9.01. Financial Statements and Exhibits

       (d)     Exhibits

99.1		Consolidated Statements of Operations, updated to reflect the reclassification of Ceil as a discontinued operation and the Reverse Stock Split for the three-month periods ended March 31, 2007 and June 30, 2007 (which updates the Consolidated Statements of Operations of the March 31, 2007 Form 10-Q and the June 30, 2007 Form 10-Q filed with the SEC on May 8, 2007 and August 8, 2007, respectively).
99.2		Consolidated Statements of Operations, updated to reflect the reclassification of Ceil as a discontinued operation and the Reverse Stock Split for the three-month periods ended March 31, 2008 and June 30, 2008 (which updates the Consolidated Statements of Operations of the March 31, 2008 Form 10-Q and the June 30, 2008 Form 10-Q filed with the SEC on May 6, 2008 and July 31, 2008, respectively).
99.3		Reconciliation of Adjusted EBITDA to Net Income/(Loss) for the three-month periods ended March 31, 2007 and June 30, 2007. Adjusted EBITDA is a non-GAAP measure that is defined in the footnote to this Exhibit 99.3 and is reconciled in this Exhibit 99.3 to net income/(loss), its most directly comparable GAAP measure.
99.4		Reconciliation of Adjusted EBITDA to Net Income/(Loss) for the three-month periods ended March 31, 2008 and June 30, 2008. Adjusted EBITDA is a non-GAAP measure that is defined in the footnote to this Exhibit 99.4 and is reconciled in this Exhibit 99.4 to net income/(loss), its most directly comparable GAAP measure.

SIGNATURES

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.

Dated: November 14, 2008

EXHIBIT INDEX

99.1		Consolidated Statements of Operations, updated to reflect the reclassification of Ceil as a discontinued operation and the Reverse Stock Split for the three-month periods ended March 31, 2007 and June 30, 2007 (which updates the Consolidated Statements of Operations of the March 31, 2007 Form 10-Q and the June 30, 2007 Form 10-Q filed with the SEC on May 8, 2007 and August 8, 2007, respectively).
99.2		Consolidated Statements of Operations, updated to reflect the reclassification of Ceil as a discontinued operation and the Reverse Stock Split for the three-month periods ended March 31, 2008 and June 30, 2008 (which updates the Consolidated Statements of Operations of the March 31, 2008 Form 10-Q and the June 30, 2008 Form 10-Q filed with the SEC on May 6, 2008 and July 31, 2008, respectively).
99.5		Reconciliation of Adjusted EBITDA to Net Income/(Loss) for the three-month periods ended March 31, 2007 and June 30, 2007. Adjusted EBITDA is a non-GAAP measure that is defined in the footnote to this Exhibit 99.3 and is reconciled in this Exhibit 99.3 to net income/(loss), its most directly comparable GAAP measure.
99.6		Reconciliation of Adjusted EBITDA to Net Income/(Loss) for the three-month periods ended March 31, 2008 and June 30, 2008. Adjusted EBITDA is a non-GAAP measure that is defined in the footnote to this Exhibit 99.4 and is reconciled in this Exhibit 99.4 to net income/(loss), its most directly comparable GAAP measure.

Exhibit 99.1

REVLON, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in millions, except per share data)

		Three Months Ended								Three Months Ended
		March 31, 2007								June 30, 2007
		As Reported				Updated				As Reported				Updated
Net sales		$	328.6			$	322.0			$	349.2			$	341.0
Cost of sales			126.2				122.7				127.8				123.5
Gross profit			202.4				199.3				221.4				217.5
Selling, general and administrative expenses			195.1				192.1				202.4				198.9
Restructuring costs and other, net			4.3				4.3				2.1				2.1
Operating income			3.0				2.9				16.9				16.5
Other expenses (income):
Interest expense			33.8				33.6				33.6				33.5
Interest income			(1.3	)			(1.3	)			(0.2	)			(0.2	)
Amortization of debt issuance costs			1.1				1.1				0.2				0.2
Foreign currency losses (gains), net			0.1				0.1				(0.6	)			(0.6	)
Miscellaneous, net			0.1				0.1				(1.0	)			(1.0	)
Other expenses, net			33.8				33.6				32.0				31.9
Loss from continuing operations before income taxes			(30.8	)			(30.7	)			(15.1	)			(15.4	)
Provision for income taxes			4.4				4.3				(3.8	)			(3.5	)
Loss from continuing operations			(35.2	)			(35.0	)			(11.3	)			(11.9	)
(Loss) income from discontinued operations, net of taxes			—				(0.2	)			—				0.6
Net loss		$	(35.2	)		$	(35.2	)		$	(11.3	)		$	(11.3	)
Basic (loss) income per common share:
Continuing operations			(0.72	)			(0.72	)			(0.22	)			(0.23	)
Discontinued operations			—				—				—				0.01
Net loss		$	(0.72	)		$	(0.72	)		$	(0.22	)		$	(0.22	)
Diluted (loss) income per common share:
Continuing operations			(0.72	)			(0.72	)			(0.22	)			(0.23	)
Discontinued operations			—				—				—				0.01
Net loss		$	(0.72	)		$	(0.72	)		$	(0.22	)		$	(0.22	)
Weighted average number of common shares outstanding:
Basic			48,635,934				48,635,934				50,946,029				50,946,029
Diluted			48,635,934				48,635,934				50,946,029				50,946,029

Exhibit 99.2

REVLON, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in millions, except per share data)

		Three Months Ended								Three Months Ended
		March 31, 2008								June 30, 2008
		As Reported				Updated				As Reported				Updated
Net sales		$	320.4			$	311.7			$	376.4			$	366.5
Cost of sales			117.4				113.1				130.0				124.5
Gross profit			203.0				198.6				246.4				242.0
Selling, general and administrative expenses			176.7				172.8				192.4				188.2
Restructuring costs and other, net			(6.2	)			(6.2	)			(5.4	)			(5.4	)
Operating income			32.5				32.0				59.4				59.2
Other expenses (income):
Interest expense			32.1				32.1				30.8				30.7
Interest income			(0.3	)			(0.3	)			(0.2	)			—
Amortization of debt issuance costs			1.3				1.3				1.5				1.4
Foreign currency (gains), net			(4.3	)			(4.3	)			(1.3	)			(1.2	)
Miscellaneous, net			0.1				0.1				(0.1	)			(0.1	)
Other expenses, net			28.9				28.9				30.7				30.8
Income from continuing operations before income taxes			3.6				3.1				28.7				28.4
Provision for income taxes			6.1				5.8				8.8				8.6
(Loss) income from continuing operations			(2.5	)			(2.7	)			19.9				19.8
Income from discontinued operations, net of taxes			—				0.2				—				0.1
Net (loss) income		$	(2.5	)		$	(2.5	)		$	19.9			$	19.9
Basic (loss) income per common share:
Continuing operations			(0.05	)			(0.05	)			0.39				0.39
Discontinued operations			—				—				—				—
Net (loss) income		$	(0.05	)		$	(0.05	)		$	0.39			$	0.39
Diluted (loss) income per common share:
Continuing operations			(0.05	)			(0.05	)			0.39				0.39
Discontinued operations			—				—				—				—
Net (loss) income		$	(0.05	)		$	(0.05	)		$	0.39			$	0.39
Weighted average number of common shares outstanding:
Basic			51,168,134				51,168,134				51,170,036				51,170,036
Diluted			51,168,134				51,168,134				51,232,982				51,232,982

Exhibit 99.3

REVLON, INC. AND SUBSIDIARIES
UNAUDITED ADJUSTED EBITDA¹ RECONCILATION
(dollars in millions)

		Three Months Ended								Three Months Ended
		March 31, 2007								June 30, 2007
		As Reported				Updated				As Reported				Updated
Net loss		$	(35.2	)		$	(35.2	)		$	(11.3	)		$	(11.3	)
(Loss) income from discontinued operations, net of taxes			—				(0.2	)			—				0.6
Loss from continuing operations			(35.2	)			(35.0	)			(11.3	)			(11.9	)
Interest expense, net			32.5				32.3				33.4				33.3
Amortization of debt issuance costs			1.1				1.1				0.2				0.2
Foreign currency losses (gains), net			0.1				0.1				(0.6	)			(0.6	)
Miscellaneous, net			0.1				0.1				(1.0	)			(1.0	)
Provision for income taxes			4.4				4.3				(3.8	)			(3.5	)
Depreciation and amortization			29.3				29.1				25.1				25.0
Adjusted EBITDA1		$	32.3			$	32.0			$	42.0			$	41.5

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 previous press releases which have been furnished on Form 8-Ks, that including such non-GAAP measure in this Form 8-K 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 Form 8-K, 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.

Exhibit 99.4

REVLON, INC. AND SUBSIDIARIES
UNAUDITED ADJUSTED EBITDA¹ RECONCILATION
(dollars in millions)

		Three Months Ended								Three Months Ended
		March 31, 2008								June 30, 2008
		As Reported				Updated				As Reported				Updated
Net (loss) income		$	(2.5	)		$	(2.5	)		$	19.9			$	19.9
Income from discontinued operations, net of taxes			—				0.2				—				0.1
(Loss) income from continuing operations			(2.5	)			(2.7	)			19.9				19.8
Interest expense, net			31.8				31.8				30.6				30.7
Amortization of debt issuance costs			1.3				1.3				1.5				1.4
Foreign currency gains, net			(4.3	)			(4.3	)			(1.3	)			(1.2	)
Miscellaneous, net			0.1				0.1				(0.1	)			(0.1	)
Provision for income taxes			6.1				5.8				8.8				8.6
Depreciation and amortization			25.6				25.5				22.3				22.1
Adjusted EBITDA1		$	58.1			$	57.5			$	81.7			$	81.3

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 previous press releases which have been furnished on Form 8-Ks, that including such non-GAAP measure in this Form 8-K 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 Form 8-K, 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.