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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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April 24, 2003
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Date of Report (Date of earliest event reported)
Revlon, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-11178 13-3662955
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(State or Other (Commission File No.) (I.R.S. Employer
Jurisdiction of Identification
Incorporation) No.)
625 Madison Avenue
New York, New York 10022
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(Address of Principal (Zip Code)
Executive Offices)
(212) 527-4000
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(Registrant's telephone number, including area code)
None
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(Former Name or Former Address, if Changed Since Last Report)
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits. The following exhibit is filed with this document:
Exhibit Number Description
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99.1 Press Release issued by Revlon, Inc., dated
April 24, 2003.
Item 9. Regulation FD Disclosure (Item 12. Results of Operations and
Financial Condition).
The information contained in this report is being furnished pursuant to
Item 12 of Form 8-K, "Results of Operations and Financial Condition", and is
included under this Item 9 in accordance with SEC Release Nos. 33-8216;
34-47583. On April 24, 2003, Revlon, Inc. issued a press release announcing its
earnings for the fiscal quarter ended March 31, 2003. The information contained
in Exhibit 99.1 is incorporated herein by reference.
The information in this Current Report is being furnished and shall not be
deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that Section. The
information in this Current Report shall not be incorporated by reference into
any registration statement or other document pursuant to the Securities Act of
1933, as amended.
2
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 thereunto duly authorized.
Date: April 24, 2003
REVLON, INC.
By: /s/ Robert K. Kretzman
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Robert K. Kretzman
Senior Vice President, General Counsel and
Secretary
3
EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release issued by Revlon, Inc., dated April 24, 2003.
4
Exhibit 99.1
Revlon Reports First Quarter 2003 Results; U.S. Color Cosmetics Market
Share Strengthens Versus Year-Ago; Progress Against Growth Plan
Remains On Track
NEW YORK--(BUSINESS WIRE)--April 24, 2003--Revlon, Inc. (NYSE:
REV) today announced results for the first quarter ended March 31,
2003.
The Company indicated that steady progress continues to be made
against its comprehensive growth plan, including solid growth in sales
and continued improvements in marketplace performance. For the
quarter, the Company again registered color cosmetics market share
growth versus year-ago, with both the Revlon and Almay brands posting
share increases.
Commenting on the quarter, Revlon President and Chief Executive
Officer Jack Stahl stated, "The first quarter marked another period of
solid progress for Revlon. As we continue to implement our growth
plan, we are maintaining the critical traction in the marketplace that
we established in the back half of last year, building on an
intensifying focus on our brands, our customers and our people. Our
growth plan remains on track, and we are confident in our ability to
execute effectively to drive improved results as we move forward."
The Company's growth plan involves increasing the effectiveness of
its advertising and promotional spending, increasing the effectiveness
of its in-store wall displays, discontinuing select products and
adjusting prices on several others, further strengthening the new
product development process, and investing in training and development
for its people. During the quarter, Revlon indicated that it incurred
expenses (excluding brand support expenses or any training and
development costs) of approximately $11 million associated with
implementing its growth plan. The Company further indicated that it
continues to expect its growth plan and related actions will result in
charges of up to $160 million, $115 million of which has been
recognized to date.
As previously disclosed, on February 5, 2003, Revlon entered into
an investment agreement with MacAndrews & Forbes, including a $100
million term loan from MacAndrews & Forbes, a $50 million rights
offering that MacAndrews & Forbes will back, and a $40 million line of
credit from MacAndrews & Forbes for 2003 that increases to $65 million
in 2004.
In connection with the SEC's new Regulation G, which recently
became effective, the Company will only be presenting its financial
results on a GAAP basis and will not be also presenting its financial
results on an ongoing operations basis, which is a non-GAAP measure
previously reported by the Company. Revlon will continue to report
Adjusted EBITDA(1), which the Company defines as net earnings before
interest, taxes, depreciation, amortization, gains/losses on foreign
currency transactions, gains/losses on the sale of assets, and
miscellaneous expenses. The Company indicated that Adjusted EBITDA is
a non-GAAP measure most directly comparable to cash flow from
operating activities and net earnings/loss, depending upon its use.
The Company's definition of Adjusted EBITDA, which is discussed in
more detail in the footnotes of this release and which is reconciled
to its most directly comparable GAAP measures in the accompanying
financial tables, may differ from that of other companies.
The Company will host a conference call with members of the
investment community on April 24, 2003 at 9:00 AM EST to discuss the
results of the first quarter. Access to the call is available to the
public at www.revloninc.com.
First Quarter Results
Net sales in the first quarter of 2003 advanced 6% to $292
million, compared with net sales of $275 million in the first quarter
of 2002. The increase in sales was driven by growth in both North
America and International, despite provisions for higher returns and
allowances associated with implementing the Company's growth plan.
In North America, net sales grew 4% to $205 million, versus $196
million in the first quarter of 2002, primarily driven by strong
growth in color cosmetics and, to a lesser extent, hair color,
partially offset by lower sales from implements and
anti-perspirants/deodorants. In International, net sales grew 10%,
reflecting growth in the U.K., South Africa, and certain markets in
the Far East, as well as the benefit of favorable foreign currency
translation, partially offset by softness in Brazil and Mexico.
Excluding the favorable impact of foreign currency translation,
International net sales advanced 5% for the quarter.
Operating loss in the quarter was $4.2 million, versus an
operating loss of $4.3 million in the first quarter of 2002. This
performance primarily reflected the benefit of the sales growth, the
absence of executive severance in the current quarter, and
significantly lower restructuring expenses. These factors were almost
entirely offset by higher brand support for both North America and
International, as well as charges in the current quarter of
approximately $11 million associated with implementing the Company's
growth plan (excluding brand support expenses or any training and
development costs), and higher general and administrative expenses.
Operating loss in the current quarter included $0.5 million of
restructuring expenses and $0.2 million of additional consolidation
costs, while operating loss in the first quarter of 2002 included
expenses totaling $11.3 million, reflecting $6.5 million of executive
severance, $4.0 million of restructuring expenses, and $0.8 million of
additional consolidation costs.
Adjusted EBITDA in the first quarter was $23.4 million, compared
with Adjusted EBITDA of $19.1 million in the first quarter of 2002.
Adjusted EBITDA in the current quarter included $0.5 million of
restructuring expenses, while Adjusted EBITDA in the first quarter of
2002 included expenses totaling approximately $11 million for
executive severance, restructuring expenses, and additional
consolidation costs.
Net loss in the first quarter was $48.7 million, or $0.93 per
diluted share, compared with a net loss of $46.1 million, or $0.88 per
diluted share, in the first quarter of 2002. Cash flow used for
operating activities in the first quarter of 2003 was $60.5 million,
compared with cash flow used for operating activities of $41.7 million
in the first quarter of 2002.
Market Share Results(2):
In terms of U.S. marketplace performance, according to ACNielsen,
the Company gained market share in color cosmetics in the quarter,
from 22.4% in the first quarter last year to 23.2% in the first
quarter 2003, with both the Revlon brand and the Almay brand
contributing to the share growth. Specifically, market share for the
Revlon brand advanced 1.1 share points to 17.2% for the quarter, and
Almay market share grew 0.2 share points to 5.9%.
According to ACNielsen, the color cosmetics category declined
approximately 6% in the quarter, while the Company's color cosmetics
consumption in this measured channel declined 2.6%, driven primarily
by reduced distribution for the Ultima brand. The Company indicated
that its Revlon brand registered a modest increase in consumption for
the quarter.
In other categories, the Company gained share in hair color and
anti-perspirants/deodorants, while market share declined for skin care
and implements.
About Revlon
Revlon is a worldwide cosmetics, skin care, fragrance, and
personal care products company. The Company's vision is to become the
world's most dynamic leader in global beauty and skin care. A web site
featuring current product and promotional information can be reached
at www.Revlon.com and www.Almay.com. The Company's brands, which are
sold worldwide, include Revlon(R), Almay(R), Ultima(R), Charlie(R),
Flex(R), and Mitchum(R).
Footnotes to Press Release
(1) Adjusted EBITDA is defined as net earnings before interest,
taxes, depreciation, amortization, gains/losses on foreign currency
transactions, gains/losses on the sale of assets, and miscellaneous
expenses. Adjusted EBITDA is a non-GAAP financial measure. The Company
believes that Adjusted EBITDA is a financial metric to assist the
Company and investors in assessing its performance and its ability to
meet its cash requirements. Adjusted EBITDA should not be considered
in isolation, as a substitute for net income/(loss) or cash flow from
operating activities prepared in accordance with GAAP. Adjusted EBITDA
does not take into account our debt service requirements and other
commitments and, accordingly, is not necessarily indicative of amounts
that may be available for discretionary uses. EBITDA is defined
differently for our credit agreement. Furthermore, other companies may
define EBITDA differently and, as a result, our measure of Adjusted
EBITDA may not be comparable to EBITDA of other companies.
In the accompanying tables, Adjusted EBITDA is reconciled to both
cash flow from operating activities and net loss, which are the most
directly comparable GAAP cash flow and performance measures,
respectively.
(2) All market share and consumption data is U.S. mass-market
dollar volume according to ACNielsen (an independent research entity).
ACNielsen data is an aggregate of the drug channel, Kmart, Target and
Food and Combo stores, and excludes Wal-Mart and remaining mass volume
retailers. This data represents approximately 60%-65% of the Company's
U.S. mass-market volume. All Revlon brand share and consumption data
excludes StreetWear.
Forward-Looking Statements
Statements in this press release which are not historical facts,
including statements about the Company's plans, strategies, beliefs
and expectations, are forward-looking and subject to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements speak only as of the date they are made,
and except for the Company's ongoing obligations under the U.S.
federal securities laws, the Company undertakes no obligation to
publicly update any forward-looking statements, whether as a result of
new information, future events or otherwise. Such forward looking
statements include, without limitation, the Company's expectations and
estimates about future events, including the Company's expectations
regarding its incurring charges over the 2002 to 2004 period of up to
$160 million as a result of the Company's growth plan and related
actions, its ability to execute effectively to drive improved results
as we move forward and carrying out the $50 million rights offering.
Actual results may differ materially from such forward-looking
statements for a number of reasons, including those set forth in the
Company's filings with the Securities and Exchange Commission,
including the Company's Annual Report on Form 10-K, Quarterly Reports
on Form 10-Q, and Current Reports on Form 8-K (which may be viewed on
the SEC's website at http://www.sec.gov or on the Company's website at
http://www.revloninc.com), as well as reasons including increased
costs and expenses in connection with the growth plan and related
actions and difficulties, delays in or the inability of the Company to
execute effectively to drive improved results or consummate the rights
offering. Factors other than those listed above could cause the
Company's results to differ materially from expected results.
REVLON, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(dollars in millions, except per share data)
Three Months Ended
March 31,
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2003 2002
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(Unaudited)
Net sales $ 292.0 $ 275.4
Cost of sales 111.5 109.0
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Gross profit 180.5 166.4
Selling, general and administrative
expenses 184.2 166.7
Restructuring costs 0.5 4.0
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Operating loss (4.2) (4.3)
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Other expenses (income):
Interest expense 41.4 39.2
Interest income (0.5) (0.5)
Amortization of debt issuance costs 2.0 1.9
Foreign currency losses (gains), net 0.3 (0.6)
Miscellaneous, net 0.4 1.7
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Other expenses, net 43.6 41.7
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Loss before income taxes (47.8) (46.0)
Provision for income taxes 0.9 0.1
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Net loss $ (48.7) $ (46.1)
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Basic and diluted net loss per common
share $ (0.93) $ (0.88)
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Weighted average number of common shares
outstanding:
Basic and diluted 52,199,468 52,199,468
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REVLON, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(dollars in millions)
March 31, December 31,
ASSETS 2003 2002
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(Unaudited)
Current assets:
Cash and cash equivalents $ 34.8 $ 85.8
Trade receivables, net 200.5 212.3
Inventories 151.6 128.1
Prepaid expenses and other 51.1 39.6
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Total current assets 438.0 465.8
Property, plant and equipment, net 130.4 133.4
Other assets 163.4 154.4
Goodwill, net 185.9 185.9
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Total assets $ 917.7 $ 939.5
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LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
Short-term borrowings - third parties $ 26.9 $ 25.0
Accounts payable 113.3 92.9
Accrued expenses and other 382.0 392.3
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Total current liabilities 522.2 510.2
Long-term debt 1,764.6 1,750.1
Other long-term liabilities 318.6 320.0
Total stockholders' deficiency (1,687.7) (1,640.8)
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Total liabilities and stockholders'
deficiency $ 917.7 $ 939.5
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REVLON, INC. AND SUBSIDIARIES
UNAUDITED ADJUSTED EBITDA RECONCILIATION
(dollars in millions)
Three Months Ended
March 31,
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2003 2002
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(Unaudited)
Reconciliation to cash flows from operating
activities:
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Net cash used for operating activities $ (60.5) $ (41.7)
Changes in assets and liabilities, net of
acquisitions and dispositions 42.1 22.5
Interest expense, net 40.2 38.1
Foreign currency losses (gains), net 0.3 (0.6)
Miscellaneous, net 0.4 0.7
Provision for income taxes 0.9 0.1
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Adjusted EBITDA $ 23.4 $ 19.1
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Reconciliation to net loss:
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Net loss $ (48.7) $ (46.1)
Interest expense, net 40.9 38.7
Amortization of debt issuance costs 2.0 1.9
Foreign currency losses (gains), net 0.3 (0.6)
Miscellaneous, net 0.4 1.7
Provision for income taxes 0.9 0.1
Depreciation and amortization 27.6 23.4
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Adjusted EBITDA $ 23.4 $ 19.1
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CONTACT: Revlon
Investor Relations:
Maria A. Sceppaguercio, 212/527-5230
or
Media:
Catherine Fisher, 212/527-5727