-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GmGEbzA5JEH5ruKsSsVUcGJGFRZqB3vhT2+Q9ZCoH+H+l1MKbS6o/+HlFBS6EvjW Ldcwb49JZTwfuidae63QoQ== 0000950136-98-000087.txt : 19980126 0000950136-98-000087.hdr.sgml : 19980126 ACCESSION NUMBER: 0000950136-98-000087 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980120 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980123 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: REVLON CONSUMER PRODUCTS CORP CENTRAL INDEX KEY: 0000890547 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 133662953 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-11334 FILM NUMBER: 98512246 BUSINESS ADDRESS: STREET 1: 625 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2125274000 MAIL ADDRESS: STREET 1: 625 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20579 FORM 8-K CURRENT REPORT --------------------- Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 1998 (January 20, 1998) Revlon Consumer Products Corporation (Exact name of registrant as specified in its charter) Delaware 1-11334 13-3662953 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 625 Madison Avenue, New York, New York 10022 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212)527-4000 Not Applicable (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS. On January 20, 1998, Revlon Consumer Products Corporation (the "Company"), announced that it intends to redeem the Company's $260 million aggregate principal amount of 9 3/8% Senior Notes Due 2001 and $555 million aggregate principal amount of 10 1/2% Senior Subordinated Notes Due 2003 (together, the "Old Notes"). The redemptions will be funded by Revlon Escrow Corp., a newly formed subsidiary of an indirect parent of the Company, with the proceeds from the sale of a new series of senior notes and a new series of senior subordinated notes (together, the "Notes"). Following the redemptions, the Company will assume the obligations of Revlon Escrow Corp. under the Notes. The offering of the Notes will not be registered under the Securities Act of 1933, as amended, and the Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. Attached as Exhibit 99.1 hereto and incorporated herein by reference is the press release, dated January 20, 1998, that announced the offering of the Notes and the Company's intent to redeem the Old Notes. On January 22, 1998, the Company announced its preliminary unaudited results of operations for the fourth quarter and full year for 1997. Attached as Exhibit 99.2 hereto and incorporated herein by reference is the press release, dated January 22, 1998, that announced the Company's results of operations. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMA- TION AND EXHIBITS. (c) Exhibits. 99.1 Press Release, January 20, 1998. 99.2 Press Release, January 22, 1998. 2 SIGNATURES 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 CONSUMER PRODUCTS CORPORATION Dated: January 23, 1998 By: /s/ Robert K. Kretzman --------------------------------------- Name: Robert K. Kretzman Title: Vice President, Deputy General Counsel and Secretary 3 EXHIBIT INDEX Exhibit No. Document - ----------- -------- 99.1 Press Release, January 20, 1998. 99.2 Press Release, January 22, 1998. 4 EX-99.1 2 PRESS RELEASE JANUARY 20, 1998 Exhibit 99.1 REVLON CONSUMER PRODUCTS CORPORATION INTENDS TO REDEEM 9 3/8% SENIOR NOTES DUE 2001 AND 10 1/2% SENIOR SUBORDINATED NOTES DUE 2003 NEW YORK, NY -- (January 20, 1998) -- Revlon Consumer Products Corporation ("RCPC") announced today that it intends to redeem its $260 million of 9 3/8% Senior Notes Due 2001 and its $555 million of 10 1/2% Senior Subordinated Notes Due 2003 (together, the "Old Notes"). The redemptions will be funded by Revlon Escrow Corp., a newly formed subsidiary of an indirect parent of RCPC, with the proceeds from the sale of a new series of its senior notes and a new series of its senior subordinated notes (together, the "Notes"). Following the redemptions, RCPC will assume the obligations of Revlon Escrow Corp. under the Notes. RCPC is a wholly owned subsidiary of Revlon, Inc. (NYSE:REV). The offering of the Notes will not be registered under the Securities Act of 1933, as amended, and the Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. ****** Information in this Press Release includes forward looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements include, without limitation, RCPC's intention to redeem the Old Notes. All such forward looking statements involve risks and uncertainties. In addition to factors that are described in the SEC filings of RCPC, the following factors could cause actual results to differ materially from those expressed in the forward looking statements: difficulties or delays in consummating the sale of the Notes, the proceeds from which will be used to redeem the Old Notes, as well as other difficulties in effecting such redemptions. ****** Press Contact: Nancy Risdon 212-572-5791 Investor Relations: Deena Fishman 212-527-5230 5 EX-99.2 3 PRESS RELEASE REVLON REPORTS RECORD FULL YEAR AND FOURTH QUARTER RESULTS RECORD EARNINGS PER SHARE, CONTINUING MOMENTUM NEW YORK, January 22, 1998--Revlon, Inc. (NYSE:REV) today announced record performance for the full year and fourth quarter of 1997, marking Revlon's 17th consecutive quarter of growth in net sales, operating income and EBITDA compared with the corresponding quarter of the prior year. "We are extremely proud to report record earnings per share for the year," said George Fellows, President and Chief Executive Officer. "By all significant measures, including net sales and operating income, EBITDA and net income before non-recurring charges, Revlon grew at double digit rates. The Revlon brand solidified its #1 position with a 21.6% dollar market share and widened its lead in dollar market share in the United States mass market color cosmetics category. Our Almay and Revlon brands were the fastest growing major brands at retail in dollar market share for the year according to A.C. Nielsen. Our U.S. operation continued its strong growth based upon our existing products and introduction of successful new product offerings. Our International operation increased Revlon's global presence with the success of Revlon branded color cosmetics, new launches and expanded distribution." 1997 4th Quarter Earnings, pg. 2 1997 PERFORMANCE Net sales for 1997 increased 10.2% to $2.391 billion on a reported basis or 12.6% on a constant U.S. dollar basis. Operating income rose 10.1% to $220.9 million before a (non-recurring) charge of $7.6 million related to business consolidation costs and other, net. EBITDA increased 12.3% to $318.0 million before the (non-recurring) charge. Net income for 1997 was $58.5 million, or $1.14 per share (based upon the weighted average common shares outstanding for the period), before an extraordinary charge for early extinguishment of debt of $14.9 million, or $.29 per share and after a gain of $6.0 million which was recognized in 1997 as a result of the merger of Revlon's Prestige Fragrance & Cosmetics subsidiary with The Cosmetic Center, Inc. (Nasdaq:COSC). Net income for 1996 was $24.8 million, or $.50 per share, before an extraordinary charge for early extinguishment of debt of $6.6 million, or $.13 per share. Selling, general and administrative expenses, other than advertising and consumer-directed promotion expense, as a percentage of net sales improved to 39.3% from 40.9% in 1996. Advertising and consumer-directed promotion increased 11.8% to $397.4 million or 16.6% of net sales in 1997, from $355.5 million or 16.4% of sales in 1996. FULL YEAR U.S. OPERATION In the U.S., net sales grew by 15.3% to $1.453 billion for 1997, compared with $1.260 billion last year. Excluding the impact of the Cosmetic Center merger, net sales increased 10.1% for the year. Higher sales were driven by successful new product introductions and the continued success of existing product lines. New products launched in 1997 included ColorStay hair color, which capitalizes on the ColorStay name and adds a new category to Revlon's top-selling ColorStay cosmetics franchise, bringing proprietary long-wear technology to the growing at- 1997 4th Quarter Earnings, pg. 3 home hair color market; Top Speed Nail Enamel, with a proprietary fast-drying formula, and Line and Shine, which uses innovative technology combining a lip gloss and liner in one package. The continued success of the ColorStay, Age Defying and New Complexion collections and of seasonal fashion shade statements, featured in Revlon Reports, also contributed to sales increases. In 1997 StreetWear, a line of cosmetics targeted for the trend conscious consumer, was added to the Revlon portfolio. The Almay brand generated excitement during 1997 with the continued success of the Amazing and One Coat franchises. FULL YEAR INTERNATIONAL OPERATION The International operation's net sales increased to $938.4 million for 1997, compared to $909.8 million in 1996, an increase of 3.1% on a reported basis. Net sales on a constant U.S. dollar basis and adjusted for the impact of exiting the demonstrator-assisted distribution channel in Japan increased 10.1%. Net sales improved principally as a result of continued progress in the Company's globalization strategy, particularly in Europe, Africa and the Western Hemisphere. This increase was partially offset by less favorable economic conditions in certain markets. However, the Company continued to support the business in these markets as part of its long-term strategy. Sales of seasonal fashion shade statements, featured in Revlon Reports, the continued success of the ColorStay collection and the opening of new doors in markets throughout the world all had a positive impact on International business. FOURTH QUARTER RESULTS In the fourth quarter, net sales were $702.1 million, an increase of 14.2% over the fourth quarter of 1996 on a reported basis or 17.0% on a constant U.S. dollar basis. Operating income 1997 4th Quarter Earnings, pg. 4 was $81.1 million, an increase of 5.7%, after a (non-recurring) gain of $.8 million related to business consolidation. EBITDA, after a (non-recurring) gain, grew to $106.0 million, up 7.0% compared to last year's fourth quarter. Net income increased 32.3% for the quarter to $41.4 million, or $.81 basic income per share compared to $31.3 million, or $.61 basic income per share in the fourth quarter of 1996. Selling, general and administrative expenses, other than advertising and consumer-directed promotion expense, as a percentage of net sales improved to 36.1% from 36.9% in 1996. Advertising and consumer-directed promotion increased 19.1% to $121.5 million or 17.3% of net sales in the fourth quarter of 1997, from $102.0 million or 16.6% of sales in the comparable 1996 period. In the U.S., net sales grew by 21.1% to $436.7 million for the fourth quarter, compared with $360.5 million in the same period last year. Excluding the impact of the merger of Revlon's Prestige Fragrance & Cosmetics subsidiary with Cosmetic Center, net sales increased 12.8% for the period. The International operation's net sales increased to $265.4 million for the fourth quarter, compared to $254.2 million in the fourth quarter of 1996, an increase of 4.4% on a reported basis. International net sales on a constant U.S. dollar basis increased 11.1% primarily due to continued success in Europe, Africa and the Western Hemisphere, including the acquisition of a hair care business in Argentina. 1998 FOCUS In 1998, Revlon plans to continue to drive innovation in the industry by developing a wide range of revolutionary proprietary technology based products designed to meet consumers' changing needs. MoistureStay, targeted for launch in the spring, utilizes breakthrough technology to provide long-lasting moisture for the lips. The Company also intends to launch Almay Stay Smooth Anti-Chap lip color, which is the first anti-chap lip color with SPF 25. 1997 4th Quarter Earnings, pg. 5 Revlon also plans to expand successful brand franchises, including core Revlon, ColorStay, Revlon Age Defying, and StreetWear, and will continue to reinforce its color authority heritage through seasonal shade statements. The Company plans to increase retail distribution in international markets and further roll out new products in key brand franchises internationally to continue to support global objectives. As previously reported, while consumer sell-through for the Revlon and Almay brands was strong in 1997, the Company's sales to its retail customers have been and may continue to be impacted by inventory balancing and reductions resulting from consolidation in the chain drugstore industry. Revlon is a worldwide leader in cosmetics, skin care, fragrance, personal care and professional products. The Company's vision is to provide glamour, excitement and innovation through quality products at affordable prices. A web site featuring current product and promotional information can be reached at www.revlon.com. Revlon's brands include REVLON(R), COLORSTAY(R), AGE DEFYING, STREETWEAR, ALMAY(R), ULTIMA II(R), CHARLIE(R) and FLEX(R) and are sold in approximately 175 countries and territories. FORWARD LOOKING STATEMENTS Information in this press release includes forward looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements include, without limitation, the Company's plans to continue as an industry innovator, its plans for the launch of new products, expansion of successful brand franchises, and the increase in retail distribution in international markets; and the possible impact resulting from consolidation in the chain drugstore industry. In addition to the factors that are described in the 1997 4th Quarter Earnings, pg. 6 Company's SEC filings, including its quarterly reports on Form 10-Q, the following factors could cause actual results to differ materially from those expressed in the forward looking statements: (i) difficulties or delays in developing and introducing new proprietary, enhanced performance products and product franchise expansions or failure of consumers to accept new product offerings and product franchise expansions; (ii) difficulties or delays in the Company's continued expansion outside the United States into the self-select distribution channel and into new markets; (iii) greater than expected impact from consolidation in the chain drugstore industry; and (iv) actions by competitors including business combination, technological breakthroughs, new product offerings and marketing and promotional success. The Company assumes no responsibility to update forward looking information contained herein. Press Contact: Nancy Risdon (212) 527-5791 Investor Relations: Deena S. Fishman (212) 527-5230 # # # NOTE TO EDITORS: Revlon press releases are available at the Revlon website at www.revlon.com. REVLON, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
Three Months Ended December 31, Year Ended December 31, --------------------- ------------------------ 1997 1996 1997 1996 -------- --------- --------- --------- Net sales ................................................... $ 702.1 $ 614.7 $ 2,390.9 $ 2,169.5 Cost of sales ............................................... 246.8 209.3 832.1 726.5 -------- --------- --------- --------- Gross profit .............................................. 455.3 405.4 1,558.8 1,443.0 Selling, general and administrative expenses ................ 375.0 328.7 1,337.9 1,242.4 Business consolidation costs and other, net ................. (0.8) - 7.6 - -------- --------- --------- --------- Operating income .......................................... 81.1 76.7 213.3 200.6 -------- --------- --------- --------- Other expenses (income): Interest expense .......................................... 35.5 33.4 136.2 133.4 Interest and net investment income ........................ (0.8) (1.1) (3.0) (3.4) Gain on sale of subsidiary stock .......................... - - (6.0) - Amortization of debt issuance costs ....................... 1.4 1.8 6.7 8.3 Foreign currency losses, net .............................. 1.2 0.0 6.4 5.7 Miscellaneous, net ........................................ 2.2 4.5 5.1 6.3 -------- --------- --------- --------- Other expenses, net ..................................... 39.5 38.6 145.4 150.3 -------- --------- --------- --------- Income before income taxes .................................. 41.6 38.1 67.9 50.3 Provision for income taxes .................................. 0.2 6.8 9.4 25.5 -------- --------- --------- --------- Income before extraordinary items ........................... 41.4 31.3 58.5 24.8 Extraordinary items - early extinguishment of debt .......... - - (14.9) (6.6) -------- --------- --------- --------- Net income .................................................. $ 41.4 $ 31.3 $ 43.6 $ 18.2 ======== ========= ========= ========= Basic income per common share: Income before extraordinary items ......................... $ 0.81 $ 0.61 $ 1.14 $ 0.50 Extraordinary items ....................................... - - (0.29) (0.13) -------- --------- --------- --------- Net income per common share ............................... $ 0.81 $ 0.61 $ 0.85 $ 0.37 ======== ========= ========= ========= Diluted income per common share: Income before extraordinary items ......................... $ 0.80 $ 0.61 $ 1.14 $ 0.50 Extraordinary items ....................................... - - (0.29) (0.13) -------- --------- --------- --------- Net income per common share ............................... $ 0.80 $ 0.61 $ 0.85 $ 0.37 ======== ========= ========= ========= Weighted average common shares outstanding Basic................................................... 51,136,329 51,125,000 51,131,440 49,687,500 ========== ========== ========== ========== Dilutive................................................ 51,464,122 51,342,562 51,544,318 49,818,792 ========== ========== ========== ==========
* The results of The Cosmetic Center, Inc. for the three months ended December 31, 1997 and 1996 are as follows: Net sales of $62.1 and $28.4, cost of sales of $40.3 and $13.2 S,G&A of $18.5 and $11.1 and operating income of $3.3 and $4.1. the results of the Cosmetic Center, Inc. for 1997 and 1996 are as follows: Net sales of $151.1 and $77.4, cost of sales $93.9 and $37.6, S,G&A of $59.5 and $38.4 and operating (loss) income of $(6.3) and $1.4, the 1997 period includes business consolidation costs of $4.0 in the operating (loss). REVLON, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (DOLLARS IN MILLIONS)
DECEMBER 31, DECEMBER 31, 1997 1996 ASSETS --------- ---------- Current assets: Cash and cash equivalents................................ $ 42.8 $ 38.6 Trade receivables, net................................... 493.9 426.8 Inventories.............................................. 349.3 281.1 Prepaid expenses and other............................... 97.5 74.5 -------- --------- Total current assets................................ 983.5 821.0 Property, plant and equipment, net......................... 378.2 381.1 Intangible and other assets, net........................... 472.9 419.8 -------- --------- Total assets........................................ $1,834.6 $ 1,621.9 ======== ========= LIABILITIES AND STOCKHOLDERS' DEFICIENCY Current liabilities: Short-term borrowings - third parties.................... $ 42.7 $ 27.1 Current portion of long-term debt - third parties........ 5.5 8.8 Accounts payable, accrued expenses and other............. 561.6 528.1 -------- --------- Total current liabilities........................... 609.8 564.0 Long-term debt ............................................ 1,458.7 1,352.2 Other long-term liabilities................................ 224.6 202.8 Total stockholders' deficiency............................. (458.5) (497.1) -------- --------- Total liabilities and stockholders' deficiency...... $1,834.6 $ 1,621.9 ======== =========
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