SEC Filing | Revlon, Inc.

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rev-20220331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended March 31, 2022
			OR
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from__________________ to _______________

Commission File Number

Registrant; State of Incorporation; Address and Telephone Number

IRS Employer Identification No.

1-11178

Revlon, Inc.

13-3662955

Delaware

One New York Plaza

New York, New York 10004

212-527-4000

33-59650

Revlon Consumer Products Corporation

13-3662953

Delaware

One New York Plaza

New York, New York 10004

212-527-4000

Securities registered pursuant to Section 12(b) or 12(g) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Revlon, Inc.

Class A Common Stock

REV

New York Stock Exchange

Revlon Consumer Products Corporation

None

N/A

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.


Revlon, Inc.	Yes ☒	No ☐
Revlon Consumer Products Corporation	Yes ☐	No ☒

Indicate by check mark whether the registrants have submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ¨

Indicate by check mark whether each registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller Reporting Company

Emerging Growth Company

Revlon, Inc.

Yes ☐ No ☒

Yes ☒ No ☐

Yes ☐ No ☒

Yes

☒

No ☐

Yes

☐

No ☒

Revlon Consumer Products Corporation

Yes ☐ No ☒

Yes ☒ No ☐

Yes

☒

No ☐

Yes

☐

No ☒

If an emerging growth company, indicate by check mark if the registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether each registrant is a shell company (as defined in Rule 12b-2 of the Act).


Revlon, Inc.	Yes	☐	No ☒
Revlon Consumer Products Corporation	Yes	☐	No ☒

Number of shares of common stock outstanding as of March 31, 2022:


Revlon, Inc. Class A Common Stock:			54,254,019
Revlon Consumer Products Corporation Common Stock:			5,260

At such date, (i) 46,223,321 shares of Revlon, Inc. Class A Common Stock were beneficially owned by MacAndrews & Forbes Incorporated and certain of its affiliates; and (ii) all shares of Revlon Consumer Products Corporation ("Products Corporation") Common Stock were held by Revlon, Inc.

Products Corporation meets the conditions set forth in General Instructions H(1)(a) and (b) of Form 10-Q as, among other things, all of Products Corporation's equity securities are owned directly by Revlon, Inc., which is a reporting company under the Securities Exchange Act of 1934, as amended, and which filed with the SEC on May 4, 2022 all of the material required to be filed pursuant to Section 13, 14 or 15(d) thereof. Products Corporation is therefore filing this Form 10-Q with a reduced disclosure format applicable to Products Corporation.

REVLON, INC. AND SUBSIDIARIES

INDEX


PART I - Financial Information
Item 1.	Financial Statements of Revlon, Inc. and Subsidiaries
	C onsolidated Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021	2
	Unaudited Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2022 and 2021	3
	Unaudited Consolidated Statement of Stockholders' Deficiency for the Three Months Ended March 31 , 202 2 and 20 2 1	4
	Unaudited Consolidated Statements of Cash Flows for the Three Months Ended March 31 , 202 2 and 202 1	5
	Financial Statements of Revlon Consumer Products Corporation and Subsidiaries
	C onsolidated Balance Sheets as of March 31 , 202 2 (Unaud i t ed) and December 31, 202 1	7
	Unaudited Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31 , 202 2 and 202 1	8
	Unaudited Consolidated Statement of Stockholders' Deficiency for the Three Months Ended March 31 , 202 2 and 202 1	9
	Unaudited Consolidated Statements of Cash Flows for the Three Months Ended March 31 , 202 2 and 202 1	10
	Combined Notes to Unaudited Con densed Consolidated Financial Statements	12
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	44
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	55
Item 4.	Controls and Procedures	56

PART II - Other Information
Item 1.	Legal Proceedings	59
Item 1A.	Risk Factors	59
Item 5.	Other Information	67
Item 6.	Exhibits	68
	Signatures

PART I - FINANCIAL INFORMATION

REVLON, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(dollars in millions, except share and per share amounts)


	March 31, 2022		December 31, 2021
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	70.0	$	102.4
Trade receivables (net of allowance for doubtful accounts of $8.8 and $9.0, respectively)	337.8		383.8
Inventories, net	450.6		417.4
Prepaid expenses and other assets	133.9		136.0
Total current assets	992.3		1,039.6
Property, plant and equipment (net of accumulated depreciation of $555.7 and $551.3, respectively)	291.4		297.3
Deferred income taxes	54.0		42.8
Goodwill	562.5		562.8
Intangible assets (net of accumulated amortization and impairment of $333.8 and $326.4, respectively)	382.4		392.2
Other assets	92.2		97.8
Total assets	$	2,374.8	$	2,432.5

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current liabilities:
Short-term borrowings	$	0.7	$	0.7
Current portion of long-term debt	115.6		137.2
Accounts payable	263.7		217.7
Accrued expenses and other current liabilities	415.8		432.0

Total current liabilities	795.8		787.6
Long-term debt	3,307.1		3,305.5
Long-term pension and other post-retirement plan liabilities	143.9		147.3
Other long-term liabilities	206.6		206.2

Stockholders’ deficiency:
Class A Common Stock, par value $0.01 per share: 900,000,000 shares authorized; 61,082,225 and 58,005,142 shares issued, respectively	0.5		0.5
Additional paid-in capital	1,098.1		1,096.3
Treasury stock, at cost: 2,412,079 and 1,992,957 shares of Class A Common Stock, respectively	(40.8)		(37.6)
Accumulated deficit	(2,905.6)		(2,838.6)
Accumulated other comprehensive loss	(230.8)		(234.7)
Total stockholders’ deficiency	(2,078.6)		(2,014.1)
Total liabilities and stockholders’ deficiency	$	2,374.8	$	2,432.5

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

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REVLON, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(dollars in millions, except share and per share amounts)

(Unaudited)


	Three Months Ended March 31,

		2022		2021

Net sales		$	479.6	$	445.0
Cost of sales		196.9		191.2
Gross profit		282.7		253.8
Selling, general and administrative expenses		256.9		260.5
Acquisition, integration and divestiture costs		0.2		0.6
Restructuring charges and other, net		1.9		5.4


Operating income (loss)		23.7		(12.7)
Other expenses:
Interest expense, net		62.1		58.9

Amortization of debt issuance costs		9.1		8.7

Foreign currency losses, net		7.8		3.3
Miscellaneous, net		1.9		1.2
Other expenses		80.9		72.1
Loss from operations before income taxes		(57.2)		(84.8)
Provision for income taxes		9.8		11.2


Net loss		$	(67.0)	$	(96.0)
Other comprehensive income (loss):
Foreign currency translation adjustments		1.0		(4.9)
Amortization of pension related costs, net of tax(a)(b)		2.9		3.5





Other comprehensive income, net		3.9		(1.4)
Total comprehensive loss		$	(63.1)	$	(97.4)


Basic and Diluted (loss) earnings per common share:		$	(1.23)	$	(1.79)









Weighted average number of common shares outstanding:
Basic		54,262,464		53,653,449
Diluted		54,262,464		53,653,449

(a) Net of tax benefit of nil for each of the three months ended March 31, 2022 and 2021.

(b) This amount is included in the computation of net periodic benefit costs (income). See Note 10, "Pension and Post-Retirement Benefits," for additional information regarding net periodic benefit costs (income).

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

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REVLON, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIENCY

(dollars in millions, except share and per share amounts)

(Unaudited)


	Common Stock		Additional Paid-In Capital		Treasury Stock		Accumulated Deficit		Accumulated Other Comprehensive (Loss) Income		Total Stockholders’ Deficiency

Balance, January 1, 2022	$	0.5	$	1,096.3	$	(37.6)	$	(2,838.6)	$	(234.7)	$	(2,014.1)















Treasury stock acquired, at cost (a)	—		—		(3.2)		—		—		(3.2)
Stock-based compensation amortization	—		1.8		—		—		—		1.8
Net loss	—		—		—		(67.0)		—		(67.0)
Other comprehensive (loss) income, net (b)	—		—		—		—		3.9		3.9
Balance at March 31, 2022	$	0.5	$	1,098.1	$	(40.8)	$	(2,905.6)	$	(230.8)	$	(2,078.6)


	Common Stock		Additional Paid-In Capital		Treasury Stock		Accumulated Deficit		Accumulated Other Comprehensive (Loss) Income		Total Stockholders’ Deficiency
Balance, January 1, 2021	$	0.5	$	1,082.3	$	(35.2)	$	(2,631.7)	$	(277.9)	$	(1,862.0)















Treasury stock acquired, at cost (a)	—		—		(2.4)		—		—		(2.4)
Stock-based compensation amortization	—		3.1		—		—		—		3.1
Net loss	—		—		—		(96.0)		—		(96.0)
Other comprehensive (loss) income, net (b)	—		—		—		—		(1.4)		(1.4)
Balance, March 31, 2021	$	0.5	$	1,085.4	$	(37.6)	$	(2,727.7)	$	(279.3)	$	(1,958.7)

(a) Pursuant to the share withholding provisions of the Fourth Amended and Restated Revlon, Inc. Stock Plan (as amended, the "Stock Plan"), the Company withheld an aggregate of 419,122 and 162,496 shares of Revlon Class A Common Stock during the three months ended March 31, 2022 and 2021, respectively, to satisfy certain minimum statutory tax withholding requirements related to the vesting of restricted shares and restricted stock units ("RSUs") for certain senior executives and employees. These withheld shares were recorded as treasury stock using the cost method, at a weighted-average price per share of $7.66 and $14.95 during the three months ended March 31, 2022 and 2021, respectively, based on the closing price of Revlon Class A Common Stock as reported on the New York Stock Exchange (the "NYSE") consolidated tape on each respective vesting date, for a total of approximately $3.2 million and $2.4 million during the three months ended March 31, 2022 and 2021. See Note 11, "Stock Compensation Plan," for details regarding restricted stock awards and RSUs under the Stock Plan.

(b) See Note 13, "Accumulated Other Comprehensive Loss," regarding the changes in the accumulated balances for each component of other comprehensive loss during the three months ended March 31, 2022 and 2021, respectively.

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

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REVLON, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in millions)

(Unaudited)


	Three Months Ended March 31,
	2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(67.0)	$	(96.0)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	27.6		33.3
Foreign currency losses from re-measurement	7.9		3.3
Amortization of debt discount	0.2		0.4
Stock-based compensation amortization	1.8		3.1

Provision for (benefit from) deferred income taxes	(11.4)		1.7

Amortization of debt issuance costs	9.1		8.7


Pension and other post-retirement cost	1.1		1.3

Paid-in-kind interest expense on the 2020 BrandCo Facilities	4.7		4.6
Change in assets and liabilities:
Decrease in trade receivables	45.8		33.7
(Increase) decrease in inventories	(33.4)		18.7
Decrease (increase) in prepaid expenses and other current assets	2.1		(8.4)
Increase in accounts payable	46.8		2.8
Decrease in accrued expenses and other current liabilities	(22.8)		(22.5)
Decrease in deferred revenue	(0.7)		(1.3)
Pension and other post-retirement plan contributions	(2.2)		(13.7)
Purchases of permanent displays	(4.2)		(5.8)
Other, net	1.3		7.7
Net cash provided by (used in) operating activities	6.7		(28.4)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(2.3)		(0.7)



Net cash used in investing activities	(2.3)		(0.7)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in short-term borrowings and overdraft	(0.3)		(10.6)
Borrowings on term loans (a)	—		175.0
Repayments on term loans (b)	(10.6)		(61.2)


Net (repayments) borrowings under the revolving credit facilities	(21.6)		(59.3)





Payment of financing costs	(1.8)		(11.8)

Tax withholdings related to net share settlements of restricted stock and RSUs	(3.2)		(2.4)

Other financing activities	(0.1)		(0.1)
Net cash (used in) provided by financing activities	(37.6)		29.6
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(0.1)		(1.3)
Net decrease in cash, cash equivalents and restricted cash	(33.3)		(0.8)
Cash, cash equivalents and restricted cash at beginning of period (c)	120.9		102.5
Cash, cash equivalents and restricted cash at end of period (c)	$	87.6	$	101.7
Supplemental schedule of cash flow information:
Cash paid during the period for:
Interest	$	67.7	$	64.6
Income taxes, net of refunds	(0.5)		(1.0)

Supplemental schedule of non-cash investing and financing activities:






Paid-in-kind interest capitalized to the 2020 BrandCo Facilities	$	4.7	$	4.6

(a) Borrowings on term loans for the three months ended March 31, 2021 includes borrowings under the SISO Term Loan Facility and the 2021 Foreign Asset-Based Term Facility of $100.0 million and $75.0 million, respectively. See Note 7, "Debt" in the Company's 2021 Form 10-K for additional information.

(b) Repayments on term loans for the three months ended March 31, 2022 includes repayments of $4.7 million under the 2020 BrandCo Term Loan Facility, $3.6 million for the 2020 Troubled-debt-restructuring future interest amortization, and $2.3 million under the 2016 Term Loan Facility. Repayments on term loans for the three months ended March 31, 2021 includes repayments under the 2018 Foreign Asset-Based Term Facility and the 2016 Term Loan Facility of $58.9 million and $2.3 million, respectively. See Note 7, "Debt" in the Company's 2021 Form 10-K for additional information.

(c)These amounts include restricted cash of $17.6 million and $16.1 million as of March 31, 2022 and 2021, respectively. The balance as of March 31, 2022 represents: (i) cash on deposit in lieu of a mandatory prepayment under the 2021 Foreign Asset-Based Term Agreement; and (ii) cash on deposit to support outstanding undrawn letters of credit. The balance as of March 31, 2021 represents: (i) cash on deposit in lieu of a mandatory prepayment and loan proceeds

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held in escrow until certain collateral perfection requirements were satisfied under the 2021 Foreign Asset-Based Term Agreement; and (ii) cash on deposit to support outstanding undrawn letters of credit. These balances were included within prepaid expenses and other current assets and other assets in the Company's Consolidated Balance Sheets as of March 31, 2022 and March 31, 2021, respectively.

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

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REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(dollars in millions, except share and per share amounts)


	March 31, 2022		December 31, 2021
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	70.0	$	102.4
Trade receivables (net of allowance for doubtful accounts of $8.8 and $9.0, respectively)	337.8		383.8
Inventories, net	450.6		417.4
Prepaid expenses and other assets	129.8		131.8
Receivable from Revlon, Inc.	167.0		165.0
Total current assets	1,155.2		1,200.4
Property, plant and equipment (net of accumulated depreciation of $555.7 and $551.3, respectively)	291.4		297.3
Deferred income taxes	62.7		51.6
Goodwill	562.5		562.8
Intangible assets (net of accumulated amortization and impairment of $333.8 and $326.4, respectively)	382.4		392.2
Other assets	92.2		97.8
Total assets	$	2,546.4	$	2,602.1

LIABILITIES AND STOCKHOLDER'S DEFICIENCY
Current liabilities:
Short-term borrowings	$	0.7	$	0.7
Current portion of long-term debt	115.6		137.2
Accounts payable	263.7		217.7
Accrued expenses and other current liabilities	415.9		432.1

Total current liabilities	795.9		787.7
Long-term debt	3,307.1		3,305.5
Long-term pension and other post-retirement plan liabilities	143.9		147.3
Other long-term liabilities	219.2		218.8

Stockholder's deficiency:
Products Corporation Preferred stock, par value $1.00 per share; 1,000 shares authorized; 546 shares issued and outstanding	54.6		54.6
Products Corporation Common Stock, par value $1.00 per share; 10,000 shares authorized; 5,260 shares issued and outstanding	—		—
Additional paid-in capital	1,022.7		1,020.9
Accumulated deficit	(2,766.2)		(2,698.0)
Accumulated other comprehensive loss	(230.8)		(234.7)
Total stockholder's deficiency	(1,919.7)		(1,857.2)
Total liabilities and stockholder's deficiency	$	2,546.4	$	2,602.1

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

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REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(dollars in millions)

(Unaudited)


	Three Months Ended March 31,

		2022		2021

Net sales		$	479.6	$	445.0
Cost of sales		196.9		191.2
Gross profit		282.7		253.8
Selling, general and administrative expenses		254.8		259.5
Acquisition, integration and divestiture costs		0.2		0.6
Restructuring charges and other, net		1.9		5.4


Operating income (loss)		25.8		(11.7)
Other expenses:
Interest expense, net		62.1		58.9

Amortization of debt issuance costs		9.1		8.7

Foreign currency losses, net		7.8		3.3
Miscellaneous, net		5.3		1.2
Other expenses		84.3		72.1
Loss from operations before income taxes		(58.5)		(83.8)
Provision for income taxes		9.7		11.1


Net loss		$	(68.2)	$	(94.9)
Other comprehensive income (loss):
Foreign currency translation adjustments		1.0		(4.9)
Amortization of pension related costs, net of tax(a)(b)		2.9		3.5





Other comprehensive income, net		3.9		(1.4)
Total comprehensive loss		$	(64.3)	$	(96.3)

(a)Net of tax benefit of nil for each of the three months ended March 31, 2022 and 2021.

(b)This amount is included in the computation of net periodic benefit costs (income). See Note 10, "Pension and Post-Retirement Benefits," for additional information regarding net periodic benefit costs (income).

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

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REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIENCY

(dollars in millions)

(Unaudited)


	Preferred Stock		Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive (Loss) Income		Total Stockholder's Deficiency

Balance, January 1, 2022	$	54.6	$	1,020.9	$	(2,698.0)	$	(234.7)	$	(1,857.2)












Stock-based compensation amortization	—		1.8		—		—		1.8
Net loss	—		—		(68.2)		—		(68.2)
Other comprehensive (loss) income, net (a)	—		—		—		3.9		3.9
Balance, March 31, 2022	$	54.6	$	1,022.7	$	(2,766.2)	$	(230.8)	$	(1,919.7)


	Preferred Stock		Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive (Loss) Income		Total Stockholder's Deficiency

Balance, January 1, 2021	$	54.6	$	1,006.9	$	(2,486.6)	$	(277.9)	$	(1,703.0)












Stock-based compensation amortization	—		3.1		—		—		3.1
Net loss	—		—		(94.9)		—		(94.9)
Other comprehensive (loss) income, net (a)	—		—		—		(1.4)		(1.4)
Balance, March 31, 2021	$	54.6	$	1,010.0	$	(2,581.5)	$	(279.3)	$	(1,796.2)

(a)See Note 13, "Accumulated Other Comprehensive Loss," regarding the changes in the accumulated balances for each component of other comprehensive loss during the three months ended March 31, 2022 and 2021, respectively.

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

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REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in millions)

(Unaudited)


	Three Months Ended March 31,
	2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(68.2)	$	(94.9)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	27.6		33.3
Foreign currency losses from re-measurement	7.9		3.3
Amortization of debt discount	0.2		0.4
Stock-based compensation amortization	1.8		3.1

Provision for (benefit from) deferred income taxes	(11.4)		1.9

Amortization of debt issuance costs	9.1		8.7


Pension and other post-retirement cost	1.1		1.3

Paid-in-kind interest expense on the 2020 BrandCo Facilities	4.7		4.6
Change in assets and liabilities:
Decrease in trade receivables	45.8		33.7
(Increase) decrease in inventories	(33.4)		18.7
Decrease (increase) in prepaid expenses and other current assets	0.1		(11.8)
Increase in accounts payable	46.8		2.8
Decrease in accrued expenses and other current liabilities	(22.8)		(22.5)
Decrease in deferred revenue	(0.7)		(1.3)
Pension and other post-retirement plan contributions	(2.2)		(13.7)
Purchases of permanent displays	(4.2)		(5.8)
Other, net	4.5		9.8
Net cash used in operating activities	6.7		(28.4)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(2.3)		(0.7)

Net cash used in investing activities	(2.3)		(0.7)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in short-term borrowings and overdraft	(0.3)		(10.6)
Borrowings on term loans (a)	—		175.0
Repayments on term loans (b)	(10.6)		(61.2)


Net (repayments) borrowings under the revolving credit facilities	(21.6)		(59.3)



Payment of financing costs	(1.8)		(11.8)

Tax withholdings related to net share settlements of restricted stock and RSUs	(3.2)		(2.4)

Other financing activities	(0.1)		(0.1)
Net cash (used in) provided by financing activities	(37.6)		29.6
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(0.1)		(1.3)
Net decrease in cash, cash equivalents and restricted cash	(