FORM 8-K/A |
Avon Products, Inc. | ||||
(Exact name of registrant as specified in charter) | ||||
New York | 1-4881 | 13-0544597 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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)) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common stock, par value $0.25 per share | AVP | NYSE |
AVON PRODUCTS, INC. | |||||||||||||||
(Registrant) | |||||||||||||||
By | /s/ Laura Barbrook | ||||||||||||||
Name: Laura Barbrook | |||||||||||||||
Title: Vice President and Corporate Controller - Principal Accounting Officer |
Exhibit | ||
No. | Description | |
99.1 | ||
Avon Reports First-Quarter 2019 Results |
• | US$ Reportable Segment Revenue down 14%, largely driven by foreign currency; Constant dollar1 Reportable Segment Revenue down 3% with price/mix improvement driving growth in three of four geographical segments |
• | Reported Operating Margin down 350 bps; Adjusted1 Operating Margin up 50 bps |
THREE MONTHS ENDED MARCH 31, 2019 | |||||||||
Change vs 1Q18 | |||||||||
Reported (GAAP) | Adjusted1 (Non-GAAP) | Reported (GAAP) | Adjusted1 (Non-GAAP) | ||||||
Total US$ Reportable Segment Revenue | $1,181.4 | $1,181.4 | (14)% | (14)% | |||||
Total C$1 Reportable Segment Revenue Change | (3)% | (3)% | |||||||
Gross Margin | 56.4% | 56.8% | (200) bps | (160) bps | |||||
Operating Margin | (0.3)% | 4.5% | (350) bps | 50 bps | |||||
Diluted EPS | $(0.09) | $0.03 | $(0.03) | $0.05 | |||||
Effective Tax Rate | (433.3)% | 54.2% | * | * | |||||
Free Cash Flow1 | $(117.1) | $(117.1) | $6.2 | $6.2 |
• | Total Reportable Segment Revenue decreased 14% in reported currency and 3% in constant dollars. Increases in Asia Pacific, South Latin America and North Latin America were offset by a decline in Europe, Middle East & Africa. Price/mix increased 8% with increases reported in all segments. |
• | Gross Margin of 56.4%. Adjusted Gross Margin decreased 160 basis points to 56.8%, unfavorably impacted primarily by foreign exchange, partially offset by the favorable net impact of price and mix. |
• | Operating Margin of (0.3)%. Adjusted Operating Margin increased 50 basis points to 4.5%, driven by cost savings initiatives that more than offset the change in Gross Margin. |
• | Diluted Loss Per Share of $0.09. Adjusted Diluted Earnings Per Share of $0.03, compared with Adjusted Diluted Loss Per Share of $0.02 for first-quarter 2018. |
• | Average order in constant dollars from Reportable Segments increased 6%, driven by increases in all segments. |
• | Active Representatives and Ending Representatives, both from Reportable Segments, each declined 9%, with decreases reported in all segments but largely driven by declines in Brazil and Russia. |
• | Foreign currency unfavorably impacted Diluted Loss Per Share by an estimated $0.01 per share and Adjusted Diluted Earnings Per Share by an estimated $0.03 per share, driven by the strength of the U.S. dollar against the currencies of the countries in which the Company operates. |
• | The Company recorded costs to implement ("CTI") restructuring within operating profit of approximately $54 million. Partially offsetting these costs was a gain on the sale of the China manufacturing facility of approximately $10 million for a net adjustment to income from continuing operations of approximately $43 million before tax (approximately $40 million after tax), primarily related to the Open Up Avon initiative. The costs recorded within operating profit were primarily related to headcount reductions and professional services. |
• | The Company recorded a transaction fee of approximately $4 million before and after tax. |
THREE MONTHS ENDED MARCH 31, 2019 | |||||||||||||||||
SEGMENT RESULTS | |||||||||||||||||
($ in millions) | |||||||||||||||||
Revenue | Active Representatives | Average Order C$ | Units Sold | Price/ Mix C$ | Ending Representatives | ||||||||||||
US$ | C$ | ||||||||||||||||
Revenue & Drivers | Reported (GAAP) | % var. vs 1Q18 | % var. vs 1Q18 | % var. vs 1Q18 | % var. vs 1Q18 | % var. vs 1Q18 | % var. vs 1Q18 | % var. vs 1Q18 | |||||||||
Europe, Middle East & Africa | $ | 458.7 | (19)% | (9)% | (12)% | 3% | (15)% | 6% | (12)% | ||||||||
South Latin America | 414.7 | (17) | 1 | (6) | 7 | (11) | 12 | (7) | |||||||||
North Latin America | 192.7 | (1) | 1 | (8) | 9 | (3) | 4 | (12) | |||||||||
Asia Pacific | 115.3 | 3 | 7 | (12) | 19 | (1) | 8 | (6) | |||||||||
Total from reportable segments | 1,181.4 | (14) | (3) | (9) | 6 | (11) | 8 | (9) | |||||||||
Other operating segments and business activities | 5.5 | (74) | (73) | * | * | * | * | * | |||||||||
Total Avon | $ | 1,186.9 | (15)% | (4)% | (9)% | 5% | (12)% | 8% | (10)% |
Operating Profit/Margin | 2019 Operating Profit US$ | 2019 Operating Margin US$ | Change in US$ vs 1Q18 | Change in C$ vs 1Q18 | ||||||
Segment profit/margin | ||||||||||
Europe, Middle East & Africa | $ | 59.2 | 12.9% | (20) bps | 20 bps | |||||
South Latin America | 23.8 | 5.7 | 20 | 150 | ||||||
North Latin America | 16.5 | 8.6 | (200) | (200) | ||||||
Asia Pacific | 16.7 | 14.5 | 520 | 500 | ||||||
Total from reportable segments | 116.2 | 9.8 | 10 | 60 | ||||||
Other operating segments and business activities | .6 | |||||||||
Unallocated global expenses | (63.1 | ) | ||||||||
CTI restructuring initiatives | (53.5 | ) | ||||||||
Other Items | (4.1 | ) | ||||||||
Total Avon Reported (GAAP) | $ | (3.9 | ) | (0.3)% | (350) bps | (180) bps | ||||
Total Avon Adjusted (Non-GAAP) | $ | 53.7 | 4.5% | 50 bps | 150 bps | |||||
THREE MONTHS ENDED MARCH 31, 2019 | ||||||||
Revenue - % var. vs 1Q18 | Reported (US$) | Reported (C$) | Top Market Revenue Drivers | |||||
Europe, Middle East & Africa | (19 | )% | (9 | )% | ||||
South Latin America | (17 | )% | 1 | % | ||||
North Latin America | (1 | )% | 1 | % | ||||
Asia Pacific | 3 | % | 7 | % | ||||
Brazil | (17 | )% | (2 | )% | impacted by a decrease in Active Representatives, partially offset by higher average order | |||
Mexico | — | % | 2 | % | impacted by higher average order, partially offset by a decrease in Active Representatives | |||
Argentina | (27 | )% | 45 | % | impacted by higher average order, including the impact of inflationary pricing | |||
Philippines | 10 | % | 12 | % | impacted by higher average order, partially offset by a decrease in Active Representatives | |||
Russia | (31 | )% | (19 | )% | impacted by a decrease in Active Representatives |
Three Months Ended March 31 | ||||||||||||||
2019 | 2018 | Change vs 1Q18 | Drivers | |||||||||||
Net cash used by operating activities of continuing operations | $ | (142.7 | ) | $ | (96.3 | ) | $ | (46.4 | ) | Driven by changes in working capital including a reduction in accounts payable and accrued liabilities due to the timing of payments, including payments related to CTI restructuring, partially offset by a reduction in inventory associated with Open Up Avon. | ||||
Net cash provided (used) by investing activities of continuing operations | $ | 25.6 | $ | (27.0 | ) | $ | 52.6 | Primarily due to net proceeds from the sale of the China manufacturing facility. | ||||||
Free Cash Flow | $ | (117.1 | ) | $ | (123.3 | ) | $ | 6.2 | ||||||
Net cash provided by financing activities of continuing operations | $ | 18.0 | $ | 0.4 | $ | 17.6 | Mainly due to the receipt of proceeds from the sale of the China manufacturing facility, which included an amount to be used to settle former intercompany debt, partially offset by debt issuance costs related to the new revolving credit facility entered into in February 2019. The China manufacturing debt was subsequently settled in April 2019. |
Contacts: |
INVESTORS & MEDIA: |
Amy Greene |
Avon Investor & Stakeholder Relations |
(212) 282-5320 |
or |
James Golden/Leigh Parrish/Sophie Throsby |
Joele Frank, Wilkinson Brimmer Katcher |
(212) 355-4449 |
Three Months Ended | Percent Change | ||||||||||
March 31 | |||||||||||
2019 | 2018 | ||||||||||
Net sales | $ | 1,116.2 | $ | 1,309.6 | (15)% | ||||||
Other revenue | 70.7 | 83.9 | |||||||||
Total revenue | 1,186.9 | 1,393.5 | (15)% | ||||||||
Cost of sales | 517.0 | 579.7 | |||||||||
Selling, general and administrative expenses | 673.8 | 768.9 | |||||||||
Operating (loss) profit | (3.9 | ) | 44.9 | * | |||||||
Interest expense | 33.2 | 36.2 | |||||||||
Loss on extinguishment of debt and credit facilities | 2.0 | — | |||||||||
Interest income | (1.7 | ) | (4.2 | ) | |||||||
Other (income) expense, net | (22.6 | ) | 2.5 | ||||||||
Gain on sale of business | (10.3 | ) | — | ||||||||
Total other expenses | 0.6 | 34.5 | |||||||||
(Loss) income from continuing operations, before income taxes | (4.5 | ) | 10.4 | * | |||||||
Income taxes | (19.5 | ) | (31.5 | ) | |||||||
Loss from continuing operations, net of tax | (24.0 | ) | (21.1 | ) | |||||||
Loss from discontinued operations, net of tax | (9.5 | ) | — | ||||||||
Net loss | (33.5 | ) | (21.1 | ) | (59)% | ||||||
Net loss attributable to noncontrolling interests | 0.8 | 0.8 | |||||||||
Net loss attributable to Avon | $ | (32.7 | ) | $ | (20.3 | ) | (61)% | ||||
Loss per share (1) | |||||||||||
Basic | |||||||||||
Basic EPS from continuing operations | $ | (0.07 | ) | $ | (0.06 | ) | (17)% | ||||
Basic EPS from discontinued operations | (0.02 | ) | — | * | |||||||
Basic EPS attributable to Avon | $ | (0.09 | ) | $ | (0.06 | ) | (50%) | ||||
Diluted | |||||||||||
Diluted EPS from continuing operations | $ | (0.07 | ) | $ | (0.06 | ) | (17%) | ||||
Diluted EPS from discontinued operations | (0.02 | ) | — | * | |||||||
Diluted EPS attributable to Avon | $ | (0.09 | ) | $ | (0.06 | ) | (50%) | ||||
Weighted-average shares outstanding: | |||||||||||
Basic | 442.2 | 440.9 | |||||||||
Diluted | 442.2 | 440.9 | |||||||||
* Calculation not meaningful | |||||||||||
(1) Under the two-class method, loss per share is calculated using net loss allocable to common shares, which is derived by reducing net loss by the loss allocable to participating securities and earnings allocated to convertible preferred stock. Net loss allocable to common shares used in the basic and diluted earnings per share calculation was ($38.6) and ($26.0) for the three months ended March 31, 2019 and 2018, respectively. |
March 31, | December 31, | |||||||
2019 | 2018 | |||||||
Assets | ||||||||
Current Assets | ||||||||
Cash and cash equivalents | $ | 406.4 | $ | 532.7 | ||||
Restricted cash | 17.0 | — | ||||||
Accounts receivable, net | 340.9 | 349.7 | ||||||
Inventories | 532.3 | 542.0 | ||||||
Prepaid expenses and other | 255.2 | 272.0 | ||||||
Held for sale assets | 15.7 | 65.6 | ||||||
Total current assets | 1,567.5 | 1,762.0 | ||||||
Property, plant and equipment, at cost | 1,200.5 | 1,207.8 | ||||||
Less accumulated depreciation | (657.3 | ) | (650.2 | ) | ||||
Property, plant and equipment, net | 543.2 | 557.6 | ||||||
Right-of-use assets | 180.3 | — | ||||||
Goodwill | 88.6 | 87.4 | ||||||
Deferred tax asset | 204.2 | 212.6 | ||||||
Other assets | 413.7 | 390.4 | ||||||
Total assets | 2,997.5 | 3,010.0 | ||||||
Liabilities, Series C Convertible Preferred Stock and Shareholders' Deficit | ||||||||
Current Liabilities | ||||||||
Debt maturing within one year | 425.4 | 12.0 | ||||||
Accounts payable | 706.0 | 816.5 | ||||||
Accrued compensation | 103.9 | 85.5 | ||||||
Other accrued liabilities | 425.2 | 451.3 | ||||||
Sales taxes and taxes other than income | 94.1 | 103.9 | ||||||
Income taxes | 11.0 | 15.9 | ||||||
Held for sale liabilities | 0.1 | 11.4 | ||||||
Current liabilities of discontinued operations | 9.5 | — | ||||||
Total current liabilities | 1,775.2 | 1,496.5 | ||||||
Long-term debt | 1,196.4 | 1,581.6 | ||||||
Long-term operating lease liability | 150.4 | — | ||||||
Employee benefit plans | 128.2 | 128.3 | ||||||
Long-term income taxes | 135.3 | 136.2 | ||||||
Other liabilities | 55.2 | 72.1 | ||||||
Total liabilities | 3,440.7 | 3,414.7 | ||||||
Series C convertible preferred stock | 498.3 | 492.1 | ||||||
Shareholders' Deficit | ||||||||
Common stock | 190.6 | 190.3 | ||||||
Additional paid-in capital | 2,302.1 | 2,303.6 | ||||||
Retained earnings | 2,195.4 | 2,234.3 | ||||||
Accumulated other comprehensive loss | (1,034.4 | ) | (1,030.4 | ) | ||||
Treasury stock, at cost | (4,602.3 | ) | (4,602.3 | ) | ||||
Total Avon shareholders' deficit | (948.6 | ) | (904.5 | ) | ||||
Noncontrolling interests | 7.1 | 7.7 | ||||||
Total shareholders' deficit | (941.5 | ) | (896.8 | ) | ||||
Total liabilities, series C convertible preferred stock and shareholders' deficit | 2,997.5 | 3,010.0 | ||||||
Three Months Ended | ||||||||
March 31 | ||||||||
2019 | 2018 | |||||||
Cash Flows from Operating Activities | ||||||||
Net loss | $ | (33.5 | ) | $ | (21.1 | ) | ||
Loss from discontinued operations, net of tax | (9.5 | ) | — | |||||
Loss from continuing operations, net of tax | $ | (24.0 | ) | $ | (21.1 | ) | ||
Adjustments to reconcile loss from continuing operations, net of tax to net cash used by operating activities: | ||||||||
Depreciation | 20.6 | 20.8 | ||||||
Amortization | 6.6 | 7.1 | ||||||
Provision for doubtful accounts | 29.9 | 43.1 | ||||||
Provision for obsolescence | 6.7 | 9.7 | ||||||
Share-based compensation | (0.5 | ) | 3.8 | |||||
Revaluation of Argentinian monetary assets and liabilities and other foreign exchange losses | (19.2 | ) | 4.6 | |||||
Deferred income taxes | 8.2 | 1.8 | ||||||
Other | (8.6 | ) | 3.2 | |||||
Changes in assets and liabilities: | ||||||||
Accounts receivable | (24.3 | ) | (4.4 | ) | ||||
Inventories | 4.8 | (58.4 | ) | |||||
Prepaid expenses and other | 38.4 | 0.1 | ||||||
Accounts payable and accrued liabilities | (164.2 | ) | (106.3 | ) | ||||
Income and other taxes | (12.0 | ) | (0.9 | ) | ||||
Noncurrent assets and liabilities | (5.1 | ) | 0.6 | |||||
Net cash used by operating activities of continuing operations | (142.7 | ) | (96.3 | ) | ||||
Cash Flows from Investing Activities | ||||||||
Capital expenditures | (21.2 | ) | (27.8 | ) | ||||
Disposal of assets | 0.4 | 0.8 | ||||||
Net proceeds from sale of business | 46.4 | — | ||||||
Net cash provided (used) by investing activities of continuing operations | 25.6 | (27.0 | ) | |||||
Cash Flows from Financing Activities | ||||||||
Debt, net (maturities of three months or less) | 27.2 | 3.6 | ||||||
Repurchase of common stock | — | (2.7 | ) | |||||
Other financing activities | (9.2 | ) | (0.5 | ) | ||||
Net cash provided by financing activities of continuing operations | 18.0 | 0.4 | ||||||
Effect of exchange rate changes on cash and cash equivalents, and restricted cash | (6.3 | ) | 13.9 | |||||
Net decrease in cash and cash equivalents, and restricted cash | (105.4 | ) | (109.0 | ) | ||||
Cash and cash equivalents, and restricted cash at beginning of year(1) | 536.4 | 881.5 | ||||||
Cash and cash equivalents, and restricted cash at end of period (2) | 431.0 | 772.5 | ||||||
(1) | Includes cash and cash equivalents of $3.7 classified as Held for sale assets in the Company's Consolidated Balance Sheets at the end of the year in 2018 |
(2) | Includes restricted cash related to the sale of Avon Manufacturing (Guangzhou), Ltd at March 31, 2019. |
CATEGORY SALES FROM REPORTABLE SEGMENTS (US$) | |||||||||||||
Consolidated | |||||||||||||
Reported | |||||||||||||
Three Months Ended March 31 | US$ | C$ | |||||||||||
2019 | 2018 | % var. vs 1Q18 | % var. vs 1Q18 | ||||||||||
Beauty: | |||||||||||||
Skincare | $ | 349.3 | $ | 389.1 | (10)% | 1 | % | ||||||
Fragrance | 298.0 | 354.0 | (16) | (4 | ) | ||||||||
Color | 189.2 | 235.7 | (20) | (9 | ) | ||||||||
Total Beauty | 836.5 | 978.8 | (15) | (3 | ) | ||||||||
Fashion & Home: | |||||||||||||
Fashion (jewelry/watches/apparel/ footwear/accessories/children's) | 164.3 | 188.6 | (13) | (5 | ) | ||||||||
Home (gift & decorative products/housewares/ entertainment & leisure/children's/nutrition) | 115.4 | 129.4 | (11) | 1 | |||||||||
Total Fashion & Home | 279.7 | 318.0 | (12) | (2 | ) | ||||||||
Net sales from reportable segments | 1,116.2 | 1,296.8 | (14) | (3 | ) | ||||||||
Other revenue from reportable segments | 65.2 | 75.7 | (14) | (2 | ) | ||||||||
Total revenue from reportable segments | 1,181.4 | 1,372.5 | (14) | (3 | ) | ||||||||
Total revenue from Other operating segments and business activities | 5.5 | 21.0 | (74) | (73 | ) | ||||||||
Total revenue | $ | 1,186.9 | $ | 1,393.5 | (15) | (4 | ) | ||||||
THREE MONTHS ENDED MARCH 31, 2019 | ||||||||||||||||
Reported (GAAP) | CTI restructuring initiatives | Other items | Adjusted (Non-GAAP) | |||||||||||||
Total revenue | $ | 1,186.9 | $ | — | $ | — | $ | 1,186.9 | ||||||||
Cost of sales | 517.0 | 4.3 | — | 512.7 | ||||||||||||
Selling, general and administrative expenses | 673.8 | 49.2 | 4.1 | 620.5 | ||||||||||||
Operating (loss) profit | (3.9 | ) | 53.5 | 4.1 | 53.7 | |||||||||||
Gain on sale of business | 10.3 | (10.3 | ) | — | ||||||||||||
All other expenses | (10.9 | ) | — | — | (10.9 | ) | ||||||||||
(Loss) income from continuing operations, before income taxes | (4.5 | ) | 43.2 | 4.1 | 42.8 | |||||||||||
Income taxes | (19.5 | ) | (3.7 | ) | — | (23.2 | ) | |||||||||
(Loss) income from continuing operations, net of tax | $ | (24.0 | ) | $ | 39.5 | $ | 4.1 | $ | 19.6 | |||||||
Diluted EPS from continuing operations | $ | (0.09 | ) | $ | 0.03 | |||||||||||
Gross margin | 56.4 | % | 0.4 | — | 56.8 | % | ||||||||||
SG&A as a % of revenue | 56.8 | % | (4.1 | ) | (0.3 | ) | 52.3 | % | ||||||||
Operating margin | (0.3 | )% | 4.5 | 0.3 | 4.5 | % | ||||||||||
Effective tax rate | (433.3 | )% | 54.2 | % | ||||||||||||
Three Months Ended March 31, 2019 | ||||
Net cash (used) by operating activities of continuing operations | $ | (142.7 | ) | |
Net cash provided by investing activities of continuing operations | 25.6 | |||
Free cash flow | $ | (117.1 | ) | |
THREE MONTHS ENDED MARCH 31, 2018 | ||||||||||||||||
Reported (GAAP) | CTI restructuring initiatives | Special tax items | Adjusted (Non-GAAP) | |||||||||||||
Total revenue | $ | 1,393.5 | $ | — | $ | — | $ | 1,393.5 | ||||||||
Cost of sales | 579.7 | 0.6 | — | 579.1 | ||||||||||||
Selling, general and administrative expenses | 768.9 | 10.3 | — | 758.6 | ||||||||||||
Operating profit | 44.9 | 10.9 | — | 55.8 | ||||||||||||
Income before income taxes | 10.4 | 10.9 | — | 21.3 | ||||||||||||
Income taxes | (31.5 | ) | (2.1 | ) | 9.2 | (24.4 | ) | |||||||||
Net loss | $ | (21.1 | ) | $ | 8.8 | $ | 9.2 | $ | (3.1 | ) | ||||||
Diluted EPS | $ | (0.06 | ) | $ | (0.02 | ) | ||||||||||
Gross margin | 58.4 | % | — | — | 58.4 | % | ||||||||||
SG&A as a % of revenue | 55.2 | % | (0.8 | ) | — | 54.4 | % | |||||||||
Operating margin | 3.2 | % | 0.8 | — | 4.0 | % | ||||||||||
Effective tax rate | 302.9 | % | 114.6 | % | ||||||||||||
Three Months Ended March 31, 2018 | ||||
Net cash (used) by operating activities of continuing operations | $ | (96.3 | ) | |
Net cash (used) by investing activities of continuing operations | (27.0 | ) | ||
Free cash flow | $ | (123.3 | ) | |
Approximate Impact of Foreign Currency | |||||||
THREE MONTHS ENDED MARCH 31, 2019 | |||||||
Estimated impact ($ in millions) | Estimated impact on diluted EPS | ||||||
Year-on-Year impact on Reported (GAAP) results: | |||||||
Total revenue | (11) pts | ||||||
Operating profit - transaction | $ | (25 | ) | $ | (0.04 | ) | |
Operating profit - translation | — | — | |||||
Total operating profit | $ | (25 | ) | $ | (0.04 | ) | |
Operating margin | (150) bps | ||||||
Revaluation of working capital | $ | 20 | $ | 0.03 | |||
Diluted EPS | $ | (0.01 | ) | ||||
Year-on-Year impact on Adjusted (Non-GAAP) results: | |||||||
Adjusted revenue | (11) pts | ||||||
Adjusted operating profit - transaction | $ | (25 | ) | $ | (0.04 | ) | |
Adjusted operating profit - translation | (15 | ) | (0.02 | ) | |||
Total Adjusted operating profit | $ | (40 | ) | $ | (0.06 | ) | |
Adjusted operating margin | (210) bps | ||||||
Revaluation of working capital | $ | 20 | $ | 0.03 | |||
Adjusted diluted EPS | $ | (0.03 | ) | ||||
Amounts in the table above may not necessarily sum because the computations are made independently. |
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