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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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July 31, 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 12. Results of Operations and Financial Condition.
On July 31, 2003, Revlon, Inc. issued a press release
announcing its earnings for the fiscal quarter ended June 30, 2003. The press
release is attached hereto as Exhibit 99.1.
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: July 31, 2003
REVLON, INC.
By: /s/ Robert K. Kretzman
---------------------------
Robert K. Kretzman
Senior Vice President, General Counsel
and Secretary
2
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
99.1 Press Release, dated July 31, 2003, issued by Revlon, Inc.
3
Exhibit 99.1
Revlon Reports Second Quarter 2003 Results;
Net Sales Advance 5% in the Quarter;
U.S. Color Cosmetics Market Share Strengthens Versus Year-Ago
NEW YORK--(BUSINESS WIRE)--July 31, 2003--Revlon, Inc. (NYSE:REV)
today announced results for the second quarter ended June 30, 2003.
The Company indicated that steady progress continues to be made
against its comprehensive growth plan, including solid growth in sales
and market share. For the third consecutive quarter and the tenth
consecutive month, the Company registered color cosmetics market share
growth versus year-ago, with both the Revlon and Almay brands posting
share increases in the current quarter. The Company indicated that, in
addition to continued improvements in market share, it also made
meaningful progress on building strong retail partnerships and further
strengthening its organization.
Specific Second Quarter Highlights
-- Net sales growth of approximately 5% versus the prior year;
-- Total color cosmetics market share growth to 22.6%, up from
22.2% last year;
-- Revlon brand market share growth to 17.0%, up from 16.4% last
year;
-- Almay brand market share growth to 5.6%, up from 5.3% last
year; and
-- Five new products ranked in the Top 10 New Products ranking by
ACNielsen(1).
Commenting on the quarter, Revlon President and Chief Executive
Officer Jack Stahl stated, "The second quarter marked another period
of progress for Revlon. Despite the prevailing softness in the
category, we maintained our traction in the market behind more
effective and increased marketing investments, and we delivered
another quarter of solid sales and market share growth as well as
strengthened relationships with our retail partners. Our progress to
date suggests that our strategy to invest behind and fundamentally
strengthen our business and our organization is moving us in a
positive direction. Obviously, the current softness of the category
causes our rate of progress to be somewhat slower than it would
otherwise be, but we intend to continue to take the actions necessary
to achieve our objectives of building our great brands and achieving
long-term, profitable growth."
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
charges (excluding brand support expenses and training and development
costs) of approximately $15 million associated with its growth plan,
bringing the total charges incurred to date in 2003 to approximately
$26 million. The Company further indicated that it continues to expect
its growth plan and related actions will result in charges over the
2002 to 2004 period of up to $160 million, $130 million of which has
been recognized to date, including $104 million charged in 2002.
The Company will host a conference call with members of the
investment community on July 31, 2003 at 9:30 AM EST to discuss the
results of the second quarter. Access to the call is available to the
public at www.revloninc.com, in the Investor Relations section, under
Events Calendar. A copy of the press release and additional
information related to this presentation will be available in the
Investor Relations section of the Company's website, under Press
Releases and Financial Reports, respectively.
Second Quarter Results
Net sales in the second quarter of 2003 advanced approximately 5%
to $322 million, compared with net sales of $308 million in the second
quarter of 2002, fueled by growth in North America(2) and favorable
foreign currency translation in International. Excluding the favorable
impact of foreign currency translation, net sales advanced 2%.
In North America, net sales grew 4% to $225 million, versus $217
million in the second quarter of 2002, primarily driven by continued
growth in color cosmetics. In International, net sales grew 7% to $97
million, versus $91 million in the second quarter of 2002, primarily
reflecting favorable foreign currency translation and strength in
several key markets, offset by softness in Brazil and Mexico.
Excluding the favorable impact of foreign currency translation,
International net sales were even with year-ago.
Operating loss in the quarter was $3.1 million, versus operating
income of $4.4 million in the second quarter of 2002. This performance
primarily reflected significantly higher investment in brand support
and charges associated with the Company's growth plan, partially
offset by the benefits of higher sales, lower sales returns and
allowances, lower display amortization, and the absence of
restructuring in the current quarter.
Operating loss in the current quarter included charges of
approximately $15 million associated with the Company's growth plan as
well as $0.2 million of consolidation costs, while operating income in
the second quarter of 2002 included $3.2 million of restructuring
expenses and $0.3 million of additional consolidation costs.
Adjusted EBITDA(3) in the second quarter was $20.6 million,
compared with Adjusted EBITDA of $36.1 million in the second quarter
of 2002. This performance primarily reflected significantly higher
investment in brand support and charges associated with the Company's
growth plan, partially offset by the benefits of higher sales, lower
sales returns and allowances, and the absence of restructuring in the
current quarter.
Adjusted EBITDA in the current quarter included charges of
approximately $13 million associated with the Company's growth plan as
well as expenses totaling $0.2 million for consolidation costs, while
Adjusted EBITDA in the second quarter of 2002 included restructuring
and additional consolidation costs totaling approximately $3.5
million. Adjusted EBITDA is a non-GAAP measure that is defined in the
footnotes of this release and which is reconciled to its most directly
comparable GAAP measures, net loss and cash flow used for operating
activities, in the accompanying financial tables.
Net loss in the second quarter was $37.8 million, or $0.68 per
diluted share, compared with a net loss of $38.9 million, or $0.74 per
diluted share, in the second quarter of 2002. Cash flow used for
operating activities in the second quarter of 2003 was $74.3 million,
compared with cash flow used for operating activities of $60.7 million
in the second quarter of 2002.
In terms of U.S. marketplace performance, according to ACNielsen
the color cosmetics category declined approximately 1.3% in the
quarter, while consumption of the Revlon and Almay brands combined
advanced 2.9%. The Company gained market share in color cosmetics for
the third consecutive quarter, from 22.2% in the second quarter last
year to 22.6% in the second quarter of 2003. Market share for the
Revlon brand, which registered its fourth consecutive quarterly share
increase versus year-ago, advanced 0.6 share points to 17.0% for the
quarter, and Almay market share grew 0.3 share points to 5.6%.
In other categories, the Company gained share in hair color and
anti-perspirants/deodorants, while market share declined for
implements.
Six-Month Results
For the first six months of 2003, net sales advanced approximately
5% to $614 million, compared with net sales of $584 million in the
same period last year, with both North America and International
contributing to the growth. Excluding the favorable impact of foreign
currency translation, net sales for the first six months were up 3%.
In North America, net sales of $430 million for the first six
months were up 4% versus net sales of $414 million in the same period
last year. International net sales of $184 million advanced 8% versus
net sales of $170 million in the year-ago period. Excluding the
favorable impact of foreign currency translation, International net
sales grew 3% in the six-month period.
Operating loss in the first six months of 2003 was $7.3 million,
versus operating income of $0.1 million in the first six months of
2002. Operating loss in the first six months of 2003 included
approximately $26 million of charges associated with the Company's
growth plan as well as $0.5 million of restructuring expenses and $0.4
million of additional consolidation costs, while the first six months
of 2002 included $7.2 million of restructuring expenses, $1.1 million
of additional consolidation costs and $6.5 million of executive
severance.
Adjusted EBITDA in the first six months of 2003 was $44.0 million,
compared with Adjusted EBITDA of $55.2 million in the first six months
of 2002. Adjusted EBITDA in the current six-month period included
approximately $24 million of charges associated with the Company's
growth plan as well as expenses totaling $0.9 million for
restructuring and additional consolidation costs, while Adjusted
EBITDA in the first half of 2002 included restructuring and additional
consolidation costs totaling approximately $8.3 million as well as
$6.5 million of executive severance.
Net loss was $86.5 million, or $1.60 per diluted share, in the
first six months of 2003, compared with a net loss of $85.0 million,
or $1.61 per diluted share, in the first six months of 2002. Cash flow
used for operating activities in the first six months of 2003 was
$134.8 million, compared with cash flow used for operating activities
of $102.4 million in the first six months of 2002.
During the first half of 2003, the Company initiated and completed
its previously-announced rights offering, raising approximately $50
million in gross proceeds in a transaction that was fully subscribed
for by the public for its pro-rata portion of the offering. The
Company indicated that due to the progress achieved against its plan
in the first six months of 2003, and notwithstanding the softness of
the color cosmetics category, it intends to continue to invest behind
its growth plan. The Company further indicated that MacAndrews &
Forbes, its principal shareholder, has agreed to accelerate into the
second half of 2003 its commitment to provide to the extent necessary
an additional $25 million in liquidity that would otherwise become
available in 2004, to help fund the Company's growth plan. Revlon
believes that this action reflects confidence on the part of
MacAndrews & Forbes in the progress being made in the marketplace by
Revlon.
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. Websites
featuring current product and promotional information can be reached
at www.revlon.com and www.almay.com. Corporate investor relations
information can be accessed at www.revloninc.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) 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 regional mass volume
retailers. This data represents approximately 60%-65% of the Company's
U.S. mass-market dollar volume. All Revlon brand share and consumption
data excludes StreetWear.
(2) North America includes the United States and Canada.
(3) 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 that can assist
the Company and investors in assessing its financial operating
performance and liquidity. The Company believes that, as a performance
measure, Adjusted EBITDA is useful in understanding the financial
operating performance and underlying strength of its business,
excluding the effects of certain factors, including gains/losses on
foreign currency transactions, gains/losses on the sale of assets and
miscellaneous expenses. Adjusted EBITDA should not be considered in
isolation, as a substitute for net income/(loss) or cash flow
from/used for 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 net
income/(loss) to account for its use as a performance measurement and
to cash flow from/used for operating activities to account for its use
in assessing liquidity. Net income/(loss) and cash flow from/used for
operating activities are the most directly comparable GAAP performance
and cash flow measures, respectively.
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 the effectiveness of its strategy to invest behind and
fundamentally strengthen its business, the current softness in the
category slowing the Company's rate of progress, taking actions which
the Company believes are necessary to build great brands and achieve
long-term profitable growth, 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, and the Company's plans to continue to
invest behind its growth plan. 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 for the year ended December 31, 2002, Quarterly Reports on Form
10-Q for the fiscal quarter ended March 31, 2003, and Current Reports
on Form 8-K filed with the SEC during 2003 (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 the Company's
inability to implement its strategy to invest behind and fundamentally
strengthen its business, unforeseen levels of softness in the category
which could cause the Company's rate of growth to slow more than
anticipated, the Company's inability to effectuate actions which the
Company believes are necessary to build great brands and achieve
long-term profitable growth, increased costs and expenses in
connection with the growth plan, and the Company's inability to
continue to invest behind its growth plan. Factors other than those
listed above could also cause the Company's results to differ
materially from expected results.
REVLON, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(dollars in millions, except per share data)
Three Months Ended Six Months Ended
June 30, June 30,
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2003 2002 2003 2002
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Net sales $ 322.3 $ 308.2 $ 614.3 $ 583.6
Cost of sales 125.2 119.8 236.7 228.8
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Gross profit 197.1 188.4 377.6 354.8
Selling, general and
administrative
expenses 200.2 180.8 384.4 347.5
Restructuring costs - 3.2 0.5 7.2
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Operating (loss)
income (3.1) 4.4 (7.3) 0.1
----------- ----------- ----------- -----------
Other expenses (income):
Interest expense 42.8 39.1 84.2 78.3
Interest income (1.7) (1.3) (2.2) (1.8)
Amortization of debt
issuance costs 2.4 1.9 4.4 3.8
Foreign currency
(gains) losses, net (2.7) 2.4 (2.4) 1.8
Miscellaneous, net - 0.2 0.4 1.9
----------- ----------- ----------- -----------
Other expenses, net 40.8 42.3 84.4 84.0
----------- ----------- ----------- -----------
Loss before income
taxes (43.9) (37.9) (91.7) (83.9)
(Benefit) provision
for income taxes (6.1) 1.0 (5.2) 1.1
----------- ----------- ----------- -----------
Net loss $ (37.8)$ (38.9)$ (86.5)$ (85.0)
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Basic and diluted net
loss per common
share(a) $ (0.68)$ (0.74)$ (1.60)$ (1.61)
=========== =========== =========== ===========
Weighted average number
of common shares
outstanding:
Basic and diluted(a) 55,225,957 52,653,988 53,947,077 52,653,988
=========== =========== =========== ===========
(a) During the second quarter of 2003, the Company completed the
Rights Offering. Accordingly, the basic and diluted net loss per
common share and the weighted average number of common shares
outstanding reflect this change for all periods presented.
REVLON, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(dollars in millions)
June 30, December 31,
ASSETS 2003 2002
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(Unaudited)
Current assets:
Cash and cash equivalents $ 34.4 $ 85.8
Trade receivables, net 206.7 212.3
Inventories 161.6 128.1
Prepaid expenses and other 43.6 39.6
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Total current assets 446.3 465.8
Property, plant and equipment, net 132.5 133.4
Other assets 164.6 154.4
Goodwill, net 186.1 185.9
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Total assets $ 929.5 $ 939.5
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LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
Short-term borrowings - third
parties $ 27.8 $ 25.0
Accounts payable 100.0 92.9
Accrued expenses and other 358.5 392.3
-------------- --------------
Total current liabilities 486.3 510.2
Long-term debt 1,798.5 1,750.1
Other long-term liabilities 314.7 320.0
Total stockholders' deficiency (1,670.0) (1,640.8)
-------------- --------------
Total liabilities and
stockholders' deficiency $ 929.5 $ 939.5
============== ==============
REVLON, INC. AND SUBSIDIARIES
UNAUDITED ADJUSTED EBITDA RECONCILIATION
(dollars in millions)
Three Months Ended Six Months Ended
June 30, June 30,
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2003 2002 2003 2002
----------- ----------- ----------- -----------
(Unaudited) (Unaudited)
Reconciliation to cash
flows from operating
activities:
- -----------------------
Net cash used for
operating activities $ (74.3) $ (60.7) $ (134.8) $ (102.4)
Changes in assets and
liabilities, net of
acquisitions and
dispositions 64.5 56.0 106.6 78.5
Interest expense, net 39.2 37.2 79.4 75.3
Foreign currency (gains)
losses, net (2.7) 2.4 (2.4) 1.8
Miscellaneous, net - 0.2 0.4 0.9
(Benefit) provision for
income taxes (6.1) 1.0 (5.2) 1.1
----------- ----------- ----------- -----------
Adjusted EBITDA $ 20.6 $ 36.1 $ 44.0 $ 55.2
=========== =========== =========== ===========
Reconciliation to net
loss:
- -----------------------
Net loss $ (37.8) $ (38.9) $ (86.5) $ (85.0)
Interest expense, net 41.1 37.8 82.0 76.5
Amortization of debt
issuance costs 2.4 1.9 4.4 3.8
Foreign currency (gains)
losses, net (2.7) 2.4 (2.4) 1.8
Miscellaneous, net - 0.2 0.4 1.9
(Benefit) provision for
income taxes (6.1) 1.0 (5.2) 1.1
Depreciation and
amortization 23.7 31.7 51.3 55.1
----------- ----------- ----------- -----------
Adjusted EBITDA $ 20.6 $ 36.1 $ 44.0 $ 55.2
=========== =========== =========== ===========
CONTACT: Revlon, Inc., New York
Investor Relations:
Maria A. Sceppaguercio, 212-527-5230
or
Media:
Catherine Fisher, 212-527-5727