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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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August 3, 2004 (August 3, 2004)
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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.)
237 Park Avenue
New York, New York 10017
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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 Operation and Financial Condition.
On August 3, 2004, Revlon, Inc. issued a press release announcing its
earnings for the fiscal quarter ended June 30, 2004. The press release is
attached hereto as Exhibit 99.1.
In accordance with general instruction B.6 of Form 8-K, the information in
this report, including the exhibit, is furnished pursuant to Item 12 and shall
not be deemed "filed" for the purposes of Section 18 of the Securities Exchange
Act of 1934, or otherwise subject to the liability of that section.
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 hereunto duly authorized.
REVLON, INC.
By: /s/ Robert K. Kretzman
--------------------------
Robert K. Kretzman
Executive Vice President, General
Counsel and Chief Legal Officer
Date: August 3, 2004
3
EXHIBIT INDEX
Exhibit No. Description
---------- ------------
99.1 Press Release, dated August 3, 2004.
4
Exhibit 99.1
Revlon Reports Second Quarter and Six-Month 2004 Results
NEW YORK--(BUSINESS WIRE)--Aug. 3, 2004--Revlon, Inc. (NYSE: REV)
today announced results for the second quarter and six months ended
June 30, 2004. Net sales for the second quarter declined 2% versus
year-ago, while net sales for the first six months grew 2%. Adjusted
EBITDA(1) for the second quarter advanced 15% to $24 million, and
Adjusted EBITDA for the first six months advanced 55% to $68 million.
Commenting on the quarter, Revlon President and Chief Executive
Officer Jack Stahl stated, "We continued to make meaningful progress
to strengthen our business and our balance sheet in the second
quarter. We believe that we are taking the appropriate steps to
position Revlon to drive long-term category growth and improve our
profit margins, recognizing that the color cosmetics category in the
ACNielsen(2) U.S. mass market continues to be challenging, declining
1.5% for the first six months of this year. We remain focused on
driving the long-term health of the Company, and I am confident that
the actions we are taking to strengthen our strategic and operational
approach to the business will position Revlon for long-term,
profitable growth."
Revlon will host a conference call with members of the investment
community on August 3, 2004 at 9:30 AM EDT 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 2004 declined approximately 2%
to $316 million, compared with net sales of $322 million in the second
quarter of 2003. Excluding the impact of sales-related growth plan(3)
charges on the year-ago period, net sales declined 5%. This
performance reflected higher returns and allowances and lower
shipments in North America(4), partially offset by solid growth and
favorable foreign currency translation in International. Also
benefiting the sales comparison in the quarter were higher licensing
revenues of approximately $6 million, largely due to the prepayment of
certain minimum royalties by a licensee.
In North America, net sales declined 8% to $207 million, versus
$225 million in the second quarter of 2003. Excluding the impact of
sales-related growth plan charges on the year-ago period, net sales
declined 12%. This performance primarily reflected lower shipments,
stemming from color cosmetics category softness and Revlon's more
focused new products offering this year versus last year, as the
Company refined its new product development strategy and process to
enhance innovation and improve overall profitability. The new strategy
and process, which was implemented by Revlon in 2003, will produce its
first line-up of cross-functionally conceived and developed new
products in 2005. Also impacting the sales comparison were higher
returns and allowances, stemming from particularly low returns and
allowances in the year-ago quarter, partially offset by the higher
licensing revenues.
In International, net sales grew 12% to $109 million, versus $97
million in the second quarter of 2003. This growth reflected
particular strength in the Company's Far East region as well as
favorable foreign currency translation. Excluding the favorable impact
of foreign currency translation, International net sales advanced 6%
versus year-ago.
Operating loss in the quarter narrowed to $1.8 million, versus an
operating loss of $3.1 million in the second quarter of 2003. This
performance primarily reflected the absence in the current quarter of
approximately $15 million of growth plan charges taken in the second
quarter of 2003, as well as the higher licensing revenues and improved
manufacturing margins. Offsetting these positive factors were higher
returns and allowances and lower shipments.
Adjusted EBITDA in the second quarter was $23.7 million, compared
with Adjusted EBITDA of $20.6 million in the second quarter of 2003.
This performance was driven by largely the same factors as those that
impacted the operating income comparison. 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 $38.9 million, or $0.11 per
diluted share, compared with a net loss of $37.8 million, or $0.68 per
diluted share, in the second quarter of 2003. Net loss in the second
quarter of 2003 included a $7.0 million tax benefit associated with
the resolution of various tax audits. On a diluted per share basis,
net loss in the current quarter reflected the impact of the Company's
debt-for-equity exchange offers, consummated in March 2004, which
significantly increased common shares outstanding. Cash flow used for
operating activities in the second quarter of 2004 was $64.5 million,
compared with cash flow used for operating activities of $74.3 million
in the second quarter of 2003.
In terms of U.S. marketplace performance, according to ACNielsen,
the color cosmetics category for the quarter declined approximately
3.4% versus the same period last year and was down 1.5% for the first
six months of 2004. Combined share for the Revlon and Almay brands
totaled 21.7% for the quarter, compared with 22.5% in the second
quarter of 2003. For the first six months, combined market share
totaled 21.9%, compared with 22.7% for the first six months of 2003.
The share performance reflected less share contribution from new
products this year, while the Company's share on existing businesses
advanced solidly. Further commenting on the business, Mr. Stahl
stated, "Obviously, given our market share results through the first
half of this year, our expectation of maintaining our overall share
for the year, after gaining share in 2003, may well prove difficult to
achieve." In other categories, the Company gained share in the quarter
in hair color and beauty tools, while market share was essentially
even for anti-perspirants/deodorants.
Six-Month Results
For the first six months of 2004, net sales advanced approximately
2% to $625 million, compared with net sales of $614 million in the
same period last year. Excluding the impact of sales-related growth
plan charges on the year-ago period, net sales declined approximately
1%.
In North America, net sales of $413 million for the first six
months were down approximately 4% versus net sales of $430 million in
the same period last year. Excluding the impact of sales-related
growth plan charges on the year-ago period, North America net sales
declined approximately 7%. In International, net sales of $212 million
advanced 15% versus net sales of $184 million in the year-ago period.
Excluding the favorable impact of foreign currency translation,
International net sales grew 5% in the six-month period.
Operating income in the first six months of 2004 was $18.3
million, versus an operating loss of $7.3 million in the first six
months of 2003, which included growth plan charges totaling
approximately $26 million.
Adjusted EBITDA in the first six months of 2004 was $68.2 million,
compared with Adjusted EBITDA of $44.0 million in the first six months
of 2003. Adjusted EBITDA in the first six months of 2003 included
approximately $24 million of charges associated with the Company's
growth plan.
Net loss was $97.1 million, or $0.42 per diluted share, in the
first six months of 2004, compared with a net loss of $86.5 million,
or $1.60 per diluted share, in the first six months of 2003. Impacting
the diluted per share comparison for the six-month period was the
impact of the Company's debt-for-equity exchange offers, consummated
in March 2004, which significantly increased common shares
outstanding. Cash flow used for operating activities in the first six
months of 2004 was $100.1 million, compared with cash flow used for
operating activities of $134.8 million in the first six months of
2003.
About Revlon
Revlon is a worldwide cosmetics, fragrance, and personal care
products company. The Company's vision is to deliver the promise of
beauty through creating and developing the most consumer preferred
brands. 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)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.
(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 regional mass volume
retailers. This data represents approximately 70% of the Company's
U.S. mass-market dollar volume.
(3)The Company's growth plan, the implementation of which was
accelerated in the fourth quarter of 2002, involves, among other
things, increasing the effectiveness of the Company's advertising and
in-store promotional marketing, increasing the effectiveness of its
in-store wall displays, discontinuing select products and adjusting
prices on several others, and further strengthening the Company's new
product development process and other organizational capabilities to
accelerate the execution of the plan. Over the 2002 to 2003 period,
the Company incurred charges totaling approximately $135 million
associated with the acceleration of its growth plan, with no
additional charges associated with the acceleration of its plan
expected.
The Company believes that net sales excluding growth plan-related
returns and allowances is useful in understanding net sales
performance excluding the effect of growth plan charges which impacted
the Company's performance in 2003.
(4)North America includes the United States and Canada.
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 fundamentally
strengthen its business, the current softness in the category slowing
the Company's rate of progress, taking actions, including changes the
Company is currently making to strengthen its strategic and
operational approach to the business, which the Company believes are
necessary to drive long-term category growth, improve profit margins,
and achieve long-term profitable growth, the Company's expectation
that its new product development process and strategy will produce its
first line-up of cross-functionally conceived and developed new
products in 2005 and the Company's expectations regarding its overall
market share for the year. 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, 2003, Quarterly Reports on Form
10-Q for the fiscal quarter ended March 31, 2004, and Current Reports
on Form 8-K filed with the SEC during 2004 (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 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 drive
long-term category growth, improve profit margins, and achieve
long-term profitable growth, difficulties and delays with the new
product development process or the inability to launch the expected
level of new products in 2005, and difficulties with regard to the
Company's overall market share for the year. 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,
------------------------ -------------------------
2004 2003 2004 2003
----------- ----------- ------------ -----------
Net sales $ 316.1 $ 322.3 $ 624.5 $ 614.3
Cost of sales 118.4 125.2 235.5 236.7
----------- ----------- ------------ -----------
Gross profit 197.7 197.1 389.0 377.6
Selling, general
and
administrative
expenses 199.4 200.2 371.3 384.4
Restructuring
costs (benefit) 0.1 - (0.6) 0.5
----------- ----------- ------------ -----------
Operating (loss)
income (1.8) (3.1) 18.3 (7.3)
----------- ----------- ------------ -----------
Other
expenses
(income):
Interest expense 29.0 42.8 73.6 84.2
Interest income (1.1) (1.7) (2.1) (2.2)
Amortization of
debt issuance
costs 2.5 2.4 5.1 4.4
Foreign currency
losses (gains),
net 3.0 (2.7) 1.6 (2.4)
Loss on early
extinguishment
of debt - - 32.6 -
Miscellaneous,
net 2.4 - 2.5 0.4
----------- ----------- ------------ -----------
Other expenses,
net 35.8 40.8 113.3 84.4
----------- ----------- ------------ -----------
Loss before
income taxes (37.6) (43.9) (95.0) (91.7)
Provision
(benefit) for
income taxes 1.3 (6.1) 2.1 (5.2)
----------- ----------- ------------ -----------
Net loss $ (38.9) $ (37.8) $ (97.1) $ (86.5)
=========== =========== ============ ===========
Basic and diluted
net loss per
common share $ (0.11) $ (0.68) $ (0.42) $ (1.60)
=========== =========== ============ ===========
Weighted average
number of common
shares
outstanding:
Basic and
diluted 369,526,515 55,225,957 231,229,771 53,947,077
============ =========== ============ ===========
REVLON, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(dollars in millions)
June 30, December 31,
ASSETS 2004 2003
----------- ---------
(Unaudited)
Current assets:
Cash and cash equivalents $ 51.7 $ 56.5
Trade receivables, net 170.4 182.5
Inventories 159.6 142.7
Prepaid expenses and other 43.6 33.9
----------- ---------
Total current assets 425.3 415.6
Property, plant and equipment, net 125.2 132.1
Other assets 157.7 158.4
Goodwill, net 186.1 186.1
----------- ---------
Total assets $ 894.3 $ 892.2
=========== =========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
Short-term borrowings - third
parties $ 33.7 $ 28.0
Accounts payable 105.1 97.4
Accrued expenses and other 287.9 321.9
----------- ---------
Total current liabilities 426.7 447.3
Long-term debt 1,170.4 1,869.5
Other long-term liabilities 290.7 301.0
Total stockholders' deficiency (993.5) (1,725.6)
----------- ---------
Total liabilities and
stockholders' deficiency $ 894.3 $ 892.2
=========== =========
REVLON, INC. AND SUBSIDIARIES
UNAUDITED ADJUSTED EBITDA RECONCILIATION
(dollars in millions)
Three Months Ended Six Months Ended
June 30, June 30,
------------------- --------------------
2004 2003 2004 2003
--------- -------- --------- --------
(Unaudited) (Unaudited)
Reconciliation to cash
flows from operating
activities:
- ----------------------
Net cash used for operating
activities $ (64.5) $(74.3) $ (100.1) $(134.8)
Changes in assets and
liabilities, net of
acquisitions and
dispositions 41.1 64.5 78.9 106.6
Loss on early
extinguishment of debt
- cash portion 13.3 - 13.3 -
Interest expense, net 27.1 39.2 69.9 79.4
Foreign currency losses
(gains), net 3.0 (2.7) 1.6 (2.4)
Miscellaneous, net 2.4 - 2.5 0.4
Provision (benefit) for
income taxes 1.3 (6.1) 2.1 (5.2)
--------- -------- --------- --------
Adjusted EBITDA $ 23.7 $ 20.6 $ 68.2 $ 44.0
========= ======== ========= ========
Reconciliation to
net loss:
- -------------------------
Net loss $ (38.9) $(37.8) $ (97.1) $ (86.5)
Interest expense, net 27.9 41.1 71.5 82.0
Amortization of debt
issuance costs 2.5 2.4 5.1 4.4
Foreign currency losses
(gains), net 3.0 (2.7) 1.6 (2.4)
Loss on early
extinguishment of debt - - 32.6 -
Miscellaneous, net 2.4 - 2.5 0.4
Provision (benefit) for
income taxes 1.3 (6.1) 2.1 (5.2)
Depreciation and
amortization 25.5 23.7 49.9 51.3
--------- -------- --------- --------
Adjusted EBITDA $ 23.7 $ 20.6 $ 68.2 $ 44.0
========= ======== ========= ========
REVLON, INC. AND SUBSIDIARIES
UNAUDITED NET SALES DATA
(dollars in millions)
Three Months Ended June 30, 2004
- --------------------------------
As
reported
without
As Growth growth
reported plan plan
--------- ------ ---------
North America $ 206.8 $ - $ 206.8
International 109.3 - 109.3
--------- ------ ---------
Net sales $ 316.1 $ - $ 316.1
========= ====== =========
Three Months Ended June 30, 2003
- --------------------------------
As
reported
without
As Growth growth
reported plan plan
--------- ------ ---------
North America $ 224.8 $ 9.5 $ 234.3
International 97.5 - 97.5
--------- ------ ---------
Net sales $ 322.3 $ 9.5 $ 331.8
========= ====== =========
Six Months Ended June 30, 2004
- ------------------------------
As
reported
without
As Growth growth
reported plan plan
--------- ------ ---------
North America $ 412.7 $ - $ 412.7
International 211.8 - 211.8
--------- ------ ---------
Net sales $ 624.5 $ - $ 624.5
========= ====== =========
Six Months Ended June 30, 2003
- ------------------------------
As
reported
without
As Growth growth
reported plan plan
--------- ------ ---------
North America $ 429.7 $ 15.5 $ 445.2
International 184.6 - 184.6
--------- ------ ---------
Net sales $ 614.3 $ 15.5 $ 629.8
========= ====== =========
CONTACT: Revlon, Inc.
Investor Relations:
Maria A. Sceppaguercio, 212-527-5230
or
Media:
Catherine Fisher, 212-527-5727