Revlon Reports Third Quarter Results
Revlon, Inc. (NYSE: REV) reported Q3 2020 net sales of $477.1 million, down 20.1% from $596.8 million a year earlier, primarily due to the COVID-19 pandemic. E-commerce sales grew 13%, accounting for 12% of total sales. The company faced an operating loss of $9.7 million compared to $16.7 million profit previously. Adjusted EBITDA decreased to $54.5 million. Despite a slight improvement in overall losses, liquidity stood at $340.4 million. The company aims to strengthen e-commerce and brand investment, citing ongoing challenges from the pandemic.
- E-commerce sales increased by approximately 13%, representing 12% of total net sales.
- The company achieved $54.7 million in lower selling, general, and administrative expenses due to restructuring efforts.
- Net sales declined by 20.1%, significantly impacted by COVID-19, with an estimated $119 million loss associated with the pandemic.
- Operating loss of $9.7 million compared to $16.7 million profit in the previous year.
- Net loss of $44.5 million, only slightly better than the previous year's $44.7 million loss.
NEW YORK--(BUSINESS WIRE)--Revlon, Inc. (NYSE: REV) today announced its results for the quarter ended September 30, 2020.
Quarter ended September 30, 2020 summary developments:1
-
As Reported net sales were
$477.1 million in the third quarter of 2020, compared to$596.8 million during the prior-year period, a decline of20.1% . E-commerce net sales increased approximately13% versus the prior-year period and represented approximately12% of third quarter 2020 net sales, versus approximately9% in the prior-year period. As Reported net sales include approximately$119 million of estimated negative impacts associated with the ongoing and prolonged COVID-19 pandemic. Excluding the COVID-19 impacts, net sales were essentially flat compared to the prior-year period.
-
As Reported operating loss was
$9.7 million in the third quarter of 2020, compared to$16.7 million of operating income during the prior-year period, driven primarily by the lower net sales described above and lower gross profit margin, driven in part by the adverse effects of the COVID-19 pandemic, including the negative impact from sales mix and higher manufacturing overhead absorption costs. These negative impacts were partially offset by$54.7 million in lower selling, general and administrative expenses, driven in part by cost reductions associated with the Company's restructuring programs and additional actions specifically implemented to mitigate the adverse impact of the COVID-19 pandemic on the Company's operating results. Adjusted operating income in the third quarter of 2020 decreased by$11.3 million to$14.3 million from$25.6 million in the prior-year period.
-
As Reported net loss was
$44.5 million in the third quarter of 2020, versus a$44.7 million net loss in the prior-year period. The slightly lower net loss was driven primarily by a$31.2 million gain on the early extinguishment of Product's Corporation's5.75% Senior Notes as a result of the Company's repurchase and cancellation of approximately$44.4 million in principal face amount of Senior Notes during the third quarter of 2020, as well as a$17.4 million favorable foreign currency impact versus the prior-year period. These impacts were partially offset by the higher operating loss described above and$18.5 million in higher interest expense.
-
Adjusted EBITDA(a) in the third quarter of 2020 was
$54.5 million versus$68.4 million in the prior-year period, with the decrease driven primarily by the lower net sales and lower adjusted gross profit margin attributed to the COVID-19 pandemic, partially offset by lower SG&A expenses.
-
As of September 30, 2020, the Company had total liquidity of
$340.4 million .
- As previously announced, all conditions precedent to the consummation of the Company's Exchange Offer and Consent Solicitation have been satisfied and settlement is expected to occur on Friday, November 13, 2020, subject to customary closing conditions.
“While COVID-19 continues to have a significant impact on both the beauty industry overall as well as on our business, I am pleased that our third quarter 2020 results reflected a sequential improvement in our net sales decline versus the prior quarter. We remain diligent in managing our cost base to reduce COVID-19's impact on our profitability. During the third quarter, the Company made further progress in expanding its e-commerce business, which now represents approximately
1 The results discussed include the following measures: U.S. GAAP (“As Reported”); and non-GAAP (“Adjusted”), which excludes certain Non-Operating Items and EBITDA Exclusions (as defined in Footnote (a)) from As Reported results. See footnote (a) for further discussion of the Company’s Adjusted measures. Reconciliations of As Reported results to Adjusted results are provided as an attachment to this release. In addition, where indicated, the Company analyzes and presents its results excluding the impact of foreign currency translation (“XFX”). Unless otherwise noted, the discussion is presented on an As Reported basis. |
Third Quarter 2020 Results
Total Company Results
In calculating Adjusted results, adjustments were made for the Non-Operating Items and the EBITDA Exclusions in the case of Adjusted EBITDA, in each case as described in footnote (a).
|
|
Three Months Ended September 30,
|
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|
|
2020 |
|
2019 |
|
As Reported |
|
Adjusted (*) |
||||||||||||||
(USD millions, except per share data) |
|
As Reported |
|
Adjusted (*) |
|
As Reported |
|
Adjusted (*) |
|
% Change |
|
% Change |
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Sales |
|
$ |
477.1 |
|
|
$ |
477.1 |
|
|
$ |
596.8 |
|
|
$ |
596.8 |
|
|
(20.1 |
)% |
|
(20.1 |
)% |
Gross Profit |
|
242.8 |
|
|
248.4 |
|
|
327.8 |
|
|
329.0 |
|
|
(25.9 |
)% |
|
(24.5 |
)% |
||||
Gross Margin |
|
50.9 |
% |
|
52.1 |
% |
|
54.9 |
% |
|
55.1 |
% |
|
-400bps |
|
-300bps |
||||||
Operating (Loss) Income |
|
$ |
(9.7 |
) |
|
$ |
14.3 |
|
|
$ |
16.7 |
|
|
$ |
25.6 |
|
|
(158.1 |
)% |
|
(44.1 |
)% |
Net Loss |
|
(44.5 |
) |
|
(30.8 |
) |
|
(44.7 |
) |
|
(37.5 |
) |
|
0.4 |
% |
|
17.9 |
% |
||||
Adjusted EBITDA |
|
|
|
54.5 |
|
|
|
|
68.4 |
|
|
|
|
(20.3 |
)% |
|||||||
Diluted Loss per Common Share |
|
$ |
(0.83 |
) |
|
$ |
(0.58 |
) |
|
$ |
(0.84 |
) |
|
$ |
(0.71 |
) |
|
1.2 |
% |
|
18.3 |
% |
(*) Refer to footnote (a) to this Earnings Release for a discussion and reconciliation of the Company's non-GAAP measures, including Adjusted Net Sales, Adjusted Gross Profit, Adjusted Gross Profit Margin, Adjusted Operating Income (Loss), Adjusted Net Income (Loss), Adjusted EBITDA and Adjusted Diluted Loss per Common Share. |
Segment Results
The Company operates in four reporting segments: Revlon; Elizabeth Arden; Portfolio; and Fragrances:
Revlon - The Revlon segment is comprised of the Company's flagship Revlon brands. Revlon segment products are primarily marketed, distributed and sold in the mass retail channel, large volume retailers, chain drug and food stores, chemist shops, hypermarkets, general merchandise stores, e-commerce sites, television shopping, department stores, professional hair and nail salons, one-stop shopping beauty retailers and specialty cosmetic stores in the U.S. and internationally under brands such as Revlon in color cosmetics; Revlon ColorSilk and Revlon Professional in hair color; and Revlon in beauty tools.
Elizabeth Arden - The Elizabeth Arden segment is comprised of the Company's Elizabeth Arden branded products. The Elizabeth Arden segment markets, distributes and sells fragrances, skin care and color cosmetics primarily to prestige retailers, department and specialty stores, perfumeries, boutiques, e-commerce sites, the mass retail channel, travel retailers and distributors, as well as direct sales to consumers via its Elizabeth Arden branded retail stores and elizabetharden.com e-commerce websites, in the U.S. and internationally, under brands such as Elizabeth Arden Ceramide, Prevage, Eight Hour, SUPERSTART, Visible Difference and Skin Illuminating in the Elizabeth Arden skin care brands; and Elizabeth Arden White Tea, Elizabeth Arden Red Door, Elizabeth Arden 5th Avenue and Elizabeth Arden Green Tea in Elizabeth Arden fragrances.
Portfolio - The Company’s Portfolio segment markets, distributes and sells a comprehensive line of premium, specialty and mass products primarily to the mass retail channel, hair and nail salons and professional salon distributors in the U.S. and internationally and large volume retailers, specialty and department stores under brands such as Almay and SinfulColors in color cosmetics; American Crew in men’s grooming products (which are also sold direct-to-consumer on its americancrew.com website); CND in nail polishes, gel nail color and nail enhancements; Mitchum in anti-perspirant deodorants; and Cutex in nail care products. The Portfolio segment also includes a multi-cultural hair care line consisting of Creme of Nature hair care products, which are sold in both professional salons and in large volume retailers and other retailers, primarily in the U.S.; and a hair color line under the Llongueras brand (licensed from a third party) that is sold in the mass retail channel, large volume retailers and other retailers, primarily in Spain.
Fragrances - The Fragrances segment includes the development, marketing and distribution of certain owned and licensed fragrances, as well as the distribution of prestige fragrance brands owned by third parties. These products are typically sold to retailers in the U.S. and internationally, including prestige retailers, specialty stores, e-commerce sites, the mass retail channel, travel retailers and other international retailers. The owned and licensed fragrances include brands such as Juicy Couture (which are also sold direct-to-consumer on its juicycouturebeauty.com website), Britney Spears, Elizabeth Taylor, Curve, John Varvatos, Christina Aguilera, Giorgio Beverly Hills, Ed Hardy, Charlie, Lucky Brand, Paul Sebastian, Alfred Sung, Jennifer Aniston, Mariah Carey, Halston, Geoffrey Beene and AllSaints.
|
|
Three Months Ended September 30,
|
||||||||||||
|
|
Net Sales |
||||||||||||
|
|
As Reported |
|
As Reported |
||||||||||
(USD millions) |
|
2020 |
|
2019 |
|
% Change |
|
XFX
|
||||||
|
|
|
|
|
|
|
|
|
||||||
Revlon |
|
$ |
166.0 |
|
|
$ |
217.3 |
|
|
(23.6) |
% |
|
(23.9) |
% |
Elizabeth Arden |
|
106.3 |
|
123.2 |
|
(13.7) |
% |
|
(14.9) |
% |
||||
Portfolio |
|
99.6 |
|
118.2 |
|
(15.7) |
% |
|
(16.2) |
% |
||||
Fragrances |
|
105.2 |
|
138.1 |
|
(23.8) |
% |
|
(24.0) |
% |
||||
Total |
|
$ |
477.1 |
|
|
$ |
596.8 |
|
|
(20.1) |
% |
|
(20.5) |
% |
|
|
|
|
|
|
|
|
|
||||||
|
|
Three Months Ended September 30,
|
||||||||||||
|
|
Segment Profit |
||||||||||||
|
|
As Reported |
|
As Reported |
||||||||||
(USD millions) |
|
2020 |
|
2019 |
|
% Change |
|
XFX
|
||||||
|
|
|
|
|
|
|
|
|
||||||
Revlon |
|
$ |
13.5 |
|
|
$ |
7.3 |
|
|
84.9 |
% |
|
80.8 |
% |
Elizabeth Arden |
|
3.4 |
|
|
12.5 |
|
|
(72.8) |
% |
|
(76.0) |
% |
||
Portfolio |
|
12.2 |
|
|
14.4 |
|
|
(15.3) |
% |
|
(17.4) |
% |
||
Fragrances |
|
25.4 |
|
|
34.2 |
|
|
(25.7) |
% |
|
(26.6) |
% |
||
Total |
|
$ |
54.5 |
|
|
$ |
68.4 |
|
|
(20.3) |
% |
|
(22.2) |
% |
Revlon Segment
Revlon segment net sales in the third quarter of 2020 were
Revlon segment profit in the third quarter of 2020 was
Elizabeth Arden Segment
Elizabeth Arden segment net sales in the third quarter of 2020 were
Elizabeth Arden segment profit in the third quarter of 2020 was
Portfolio Segment
Portfolio segment net sales of
Portfolio segment profit in the third quarter of 2020 was
Fragrances Segment
Fragrances segment net sales of
Fragrances segment profit in the third quarter of 2020 was
Geographic Net Sales
Overall, As Reported total net sales decreased by
|
|
Three Months Ended September 30,
|
||||||||||||
(USD millions) |
|
2020
|
|
2019
|
|
As Reported
|
|
As Reported
|
||||||
Net Sales: |
|
|
|
|
|
|
|
|
||||||
Revlon |
|
|
|
|
|
|
|
|
||||||
North America |
|
$ |
86.4 |
|
|
$ |
100.0 |
|
|
(13.6) |
% |
|
(13.7) |
% |
International |
|
79.6 |
|
|
117.3 |
|
|
(32.1) |
% |
|
(32.6) |
% |
||
Elizabeth Arden |
|
|
|
|
|
|
|
|
||||||
North America |
|
$ |
30.5 |
|
|
$ |
29.5 |
|
|
3.4 |
% |
|
3.7 |
% |
International |
|
75.8 |
|
|
93.7 |
|
|
(19.1) |
% |
|
(20.8) |
% |
||
Portfolio |
|
|
|
|
|
|
|
|
||||||
North America |
|
$ |
59.9 |
|
|
$ |
71.4 |
|
|
(16.1) |
% |
|
(15.8) |
% |
International |
|
39.7 |
|
|
46.8 |
|
|
(15.2) |
% |
|
(16.7) |
% |
||
Fragrances |
|
|
|
|
|
|
|
|
||||||
North America |
|
$ |
79.2 |
|
|
$ |
98.6 |
|
|
(19.7) |
% |
|
(19.6) |
% |
International |
|
26.0 |
|
|
39.5 |
|
|
(34.2) |
% |
|
(34.9) |
% |
||
Total Net Sales |
|
$ |
477.1 |
|
|
$ |
596.8 |
|
|
(20.1) |
% |
|
(20.5) |
% |
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||
Total Net Sales Summary |
|
|
|
|
|
|
||||||||
North America |
|
$ |
256.0 |
|
|
$ |
299.5 |
|
|
(14.5) |
% |
|
(14.4) |
% |
International |
|
221.1 |
|
|
297.3 |
|
|
(25.6) |
% |
|
(26.7) |
% |
Revlon Segment
In North America, Revlon segment net sales of
In International, Revlon segment net sales of
Elizabeth Arden Segment
In North America, Elizabeth Arden segment net sales were
In International, Elizabeth Arden segment net sales of
Portfolio Segment
In North America, Portfolio segment net sales of
In International, Portfolio segment net sales of
Fragrances Segment
In North America, Fragrances segment net sales of
In International, Fragrances segment net sales of
Cash Flow
Net cash used in operating activities in the first nine months of 2020 was
Liquidity Update
As of September 30, 2020, the Company had approximately
As of 11:59 p.m., New York City time, on Tuesday, November 10, 2020, approximately
All conditions precedent to the consummation of the Exchange Offer and Consent Solicitation have been satisfied, including the minimum liquidity requirement of
Third Quarter 2020 Results Conference Call
The Company will host a conference call with members of the investment community today, November 12, 2020, at 5:00 P.M. EST to discuss its third quarter 2020 financial results. Access to the call is available to the public at www.revloninc.com.
Footnotes to Press Release
(a) Non-GAAP Financial Measures: EBITDA; Adjusted EBITDA; Adjusted net sales; Adjusted operating loss/income; Adjusted net income/loss; Adjusted gross profit; Adjusted gross profit margin; Adjusted diluted loss per common share and free cash flow (together, the “Non-GAAP Measures”) are non-GAAP financial measures. See the reconciliations of such Non-GAAP Measures to their most directly comparable GAAP measures in the accompanying financial tables, to the extent not otherwise directly reconciled in the Company’s financial results.
The Company defines EBITDA as income from continuing operations before interest, taxes, depreciation, amortization, gains/losses on foreign currency fluctuations, gains/losses on the early extinguishment of debt and miscellaneous expenses (the foregoing being the “EBITDA Exclusions”). The Company presents Adjusted EBITDA to exclude the EBITDA Exclusions, as well as the impact of non-cash stock-based compensation expense and certain other non-operating items that are not directly attributable to the Company's underlying operating performance (the “Non-Operating Items”). The following table identifies the Non-Operating Items excluded in the presentation of Adjusted EBITDA for all periods:
(USD millions) |
Q3 2020 |
Q3 2019 |
||||
Net Loss Adjustments to EBITDA |
||||||
|
(Unaudited) |
|||||
Non-Operating Items: |
|
|||||
Non-cash stock-based compensation expense |
$ |
5.1 |
|
$ |
3.9 |
|
Restructuring and related charges |
4.5 |
|
5.4 |
|
||
Acquisition, integration and divestiture costs |
0.9 |
|
0.1 |
|
||
Gain on divested assets |
(1.1) |
|
— |
|
||
Financial control remediation and sustainability actions and related charges |
0.7 |
|
3.4 |
|
||
COVID-19 charges |
9.7 |
|
— |
|
||
Capital structure and related charges |
9.3 |
|
— |
|
Adjusted net loss and adjusted diluted loss per common share exclude the after-tax impact of the Non-Operating Items from As Reported net loss.
The Company excludes the EBITDA Exclusions and Non-Operating Items, as applicable, in calculating the Non-GAAP Measures because the Company's management believes that some of these items may not occur in certain periods, the amounts recognized can vary significantly from period to period and/or these items do not facilitate an understanding of the Company's underlying operating performance.
Free cash flow is defined as net cash provided by/used in operating activities, less capital expenditures for property, plant and equipment. Free cash flow excludes proceeds on sale of discontinued operations. Free cash flow does not represent the residual cash flow available for discretionary expenditures, as it excludes certain expenditures such as mandatory debt service requirements, which for the Company are significant.
The Company's management uses the Non-GAAP Measures as operating performance measures, and in the case of free cash flow, as a liquidity measure (in conjunction with GAAP financial measures), as an integral part of its reporting and planning processes and to, among other things: (i) monitor and evaluate the performance of the Company's business operations, financial performance and overall liquidity; (ii) facilitate management's internal comparisons of the Company's historical operating performance of its business operations; (iii) facilitate management's external comparisons of the results of its overall business to the historical operating performance of other companies that may have different capital structures and debt levels; (iv) review and assess the operating performance of the Company's management team and, together with other operational objectives, as a measure in evaluating employee compensation, including bonuses and other incentive compensation; (v) analyze and evaluate financial and strategic planning decisions regarding future operating investments; and (vi) plan for and prepare future annual operating budgets and determine appropriate levels of operating investments.
Management believes that the Non-GAAP Measures are useful to investors to provide them with disclosures of the Company's operating results on the same basis as that used by management. Management believes that the Non-GAAP Measures provide useful information to investors about the performance of the Company's overall business because such measures eliminate the effects of certain charges that are not directly attributable to the Company's underlying operating performance. Additionally, management believes that providing the Non-GAAP Measures enhances the comparability for investors in assessing the Company’s financial reporting. Management believes that free cash flow is useful for investors because it provides them with an important perspective on the cash available for debt service and other strategic measures, after making necessary capital investments in property and equipment to support the Company's ongoing business operations, and provides them with the same measures that management uses as the basis for making resource allocation decisions.
Accordingly, the Company believes that the presentation of the Non-GAAP Measures, when used in conjunction with GAAP financial measures, are useful financial analytical measures that are used by management, as described above, and therefore can assist investors in assessing the Company's financial condition, operating performance and underlying strength. The Non-GAAP Measures should not be considered in isolation or as a substitute for their respective most directly comparable As Reported financial measures prepared in accordance with GAAP, such as net income/loss, operating income/loss, diluted earnings/loss per share or net cash provided by (used in) operating activities. Other companies may define such non-GAAP measures differently. Also, while EBITDA and Adjusted EBITDA, as used in this release, are defined differently than Adjusted EBITDA for the Company's credit agreements and indentures, certain financial covenants in its borrowing arrangements are tied to similar financial measures. These non-GAAP financial measures should be read in conjunction with the Company's financial statements and related footnotes filed with the SEC.
(b) Segment profit is defined as income from continuing operations for each of the Company's Revlon, Elizabeth Arden, Portfolio and Fragrances segments, excluding the EBITDA Exclusions. Segment profit also excludes the impact of certain items that are not directly attributable to the segments' underlying operating performance, including the impact of the Non-Operating Items noted above in footnote (a). The Company does not have any material inter-segment sales.
FORWARD-LOOKING STATEMENTS
Statements made in this press release, which are not historical facts, are forward-looking and are provided pursuant 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 the Company undertakes no obligation to publicly update any forward-looking statement, whether to reflect actual results of operations; changes in financial condition; changes in general U.S. or international economic or industry conditions and/or conditions in the Company’s reportable segments; changes in estimates, expectations or assumptions; or other circumstances, conditions, developments and/or events arising after the issuance of this press release, except for the Company's ongoing obligations under the U.S. federal securities laws. Forward-looking statements are subject to known and unknown risks and uncertainties and are based on preliminary or potentially inaccurate estimates and assumptions that could cause actual results to differ materially from those expected or implied by the estimated financial information. Such forward-looking statements include, among other things: (i) the Company’s expectations to remain diligent in managing its cost base to reduce COVID-19's impact on the Company’s profitability; (ii) the Company’s expectations that, based on the aggregate principal amount of
REVLON, INC. AND SUBSIDIARIES |
|||||||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS |
|||||||||||||||
(dollars in millions, except share and per share amounts) |
|||||||||||||||
|
|
|
|
|
|
|
|
||||||||
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
2020 |
|
2019 |
|
2020 |
|
2019 |
||||||||
|
(Unaudited) |
|
(Unaudited) |
||||||||||||
|
|
|
|
|
|
|
|
||||||||
Net sales |
$ |
477.1 |
|
|
$ |
596.8 |
|
|
$ |
1,277.7 |
|
|
$ |
1,720.2 |
|
Cost of sales |
234.3 |
|
|
269.0 |
|
|
600.7 |
|
|
750.7 |
|
||||
Gross profit |
242.8 |
|
|
327.8 |
|
|
677.0 |
|
|
969.5 |
|
||||
Selling, general and administrative expenses |
253.4 |
|
|
308.1 |
|
|
739.1 |
|
|
973.2 |
|
||||
Acquisition, integration and divestiture costs |
0.9 |
|
|
0.1 |
|
|
4.2 |
|
|
0.7 |
|
||||
Restructuring charges and other, net |
(0.7 |
) |
|
2.9 |
|
|
44.8 |
|
|
11.6 |
|
||||
Impairment charges |
— |
|
|
— |
|
|
144.1 |
|
|
— |
|
||||
Gain on divested assets |
(1.1 |
) |
|
— |
|
|
(0.5 |
) |
|
— |
|
||||
Operating (loss) income |
(9.7 |
) |
|
16.7 |
|
|
(254.7 |
) |
|
(16.0 |
) |
||||
|
|
|
|
|
|
|
|
||||||||
Other expenses: |
|
|
|
|
|
|
|
||||||||
Interest expense |
68.7 |
|
|
50.2 |
|
|
178.0 |
|
|
145.7 |
|
||||
Amortization of debt issuance costs |
7.8 |
|
|
3.7 |
|
|
17.8 |
|
|
10.4 |
|
||||
Gain on early extinguishment of debt, net |
(31.2 |
) |
|
— |
|
|
(43.1 |
) |
|
— |
|
||||
Foreign currency (gains) losses, net |
(9.8 |
) |
|
7.6 |
|
|
9.1 |
|
|
9.0 |
|
||||
Miscellaneous, net |
(2.6 |
) |
|
1.7 |
|
|
13.9 |
|
|
7.6 |
|
||||
Other expenses |
32.9 |
|
|
63.2 |
|
|
175.7 |
|
|
172.7 |
|
||||
|
|
|
|
|
|
|
|
||||||||
Loss from continuing operations before income taxes |
(42.6 |
) |
|
(46.5 |
) |
|
(430.4 |
) |
|
(188.7 |
) |
||||
Provision for (benefit from) income taxes |
1.9 |
|
|
(2.1 |
) |
|
(45.2 |
) |
|
(3.2 |
) |
||||
Loss from continuing operations, net of taxes |
(44.5 |
) |
|
(44.4 |
) |
|
(385.2 |
) |
|
(185.5 |
) |
||||
(Loss) income from discontinued operations, net of taxes |
— |
|
|
(0.3 |
) |
|
— |
|
|
2.0 |
|
||||
Net loss |
$ |
(44.5 |
) |
|
$ |
(44.7 |
) |
|
$ |
(385.2 |
) |
|
$ |
(183.5 |
) |
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss): |
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments |
2.2 |
|
|
(1.8 |
) |
|
7.3 |
|
|
(0.5 |
) |
||||
Amortization of pension related costs, net of tax |
2.8 |
|
|
2.3 |
|
|
9.3 |
|
|
7.2 |
|
||||
Other comprehensive (loss) income, net |
5.0 |
|
|
0.5 |
|
|
16.6 |
|
|
6.7 |
|
||||
Total comprehensive loss |
$ |
(39.5 |
) |
|
$ |
(44.2 |
) |
|
$ |
(368.6 |
) |
|
$ |
(176.8 |
) |
|
|
|
|
|
|
|
|
||||||||
Basic and Diluted (loss) earnings per common share: |
|
|
|
|
|
|
|
||||||||
Continuing operations |
$ |
(0.83 |
) |
|
$ |
(0.84 |
) |
|
$ |
(7.22 |
) |
|
$ |
(3.50 |
) |
Discontinued operations |
— |
|
|
— |
|
|
— |
|
|
0.04 |
|
||||
Net loss |
$ |
(0.83 |
) |
|
$ |
(0.84 |
) |
|
$ |
(7.22 |
) |
|
$ |
(3.46 |
) |
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding: |
|
|
|
|
|
|
|
||||||||
Basic |
53,476,354 |
|
|
53,129,004 |
|
|
53,371,986 |
|
|
53,057,154 |
|
||||
Diluted |
53,476,354 |
|
|
53,129,004 |
|
|
53,371,986 |
|
|
53,057,154 |
|
||||
REVLON, INC. AND SUBSIDIARIES |
|||||||
CONSOLIDATED CONDENSED BALANCE SHEETS |
|||||||
(dollars in millions) |
|||||||
|
|
|
|
||||
|
September 30, |
|
December 31, |
||||
|
2020 |
|
2019 |
||||
ASSETS |
(Unaudited) |
|
|
||||
Current assets: |
|
|
|
||||
Cash and cash equivalents |
$ |
268.3 |
|
|
$ |
104.3 |
|
Trade receivables, net |
340.8 |
|
|
423.4 |
|
||
Inventories, net |
525.5 |
|
|
448.4 |
|
||
Prepaid expenses and other current assets |
140.8 |
|
|
135.3 |
|
||
Total current assets |
1,275.4 |
|
|
1,111.4 |
|
||
Property, plant and equipment, net |
355.8 |
|
|
408.6 |
|
||
Deferred income taxes |
230.5 |
|
|
175.1 |
|
||
Goodwill |
563.2 |
|
|
673.7 |
|
||
Intangible assets, net |
435.9 |
|
|
490.7 |
|
||
Other assets |
112.5 |
|
|
121.1 |
|
||
Total assets |
$ |
2,973.3 |
|
|
$ |
2,980.6 |
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS' DEFICIENCY |
|
|
|
||||
Current liabilities: |
|
|
|
||||
Short-term borrowings |
$ |
2.0 |
|
|
$ |
2.2 |
|
Current portion of long-term debt |
704.5 |
|
|
288.0 |
|
||
Accounts payable |
219.9 |
|
|
251.8 |
|
||
Accrued expenses and other current liabilities |
387.9 |
|
|
414.9 |
|
||
Total current liabilities |
1,314.3 |
|
|
956.9 |
|
||
Long-term debt |
2,926.5 |
|
|
2,906.2 |
|
||
Long-term pension and other post-retirement plan liabilities |
166.7 |
|
|
181.2 |
|
||
Other long-term liabilities |
148.7 |
|
|
157.5 |
|
||
Total stockholders' deficiency |
(1,582.9 |
) |
|
(1,221.2 |
) |
||
Total liabilities and stockholders' deficiency |
$ |
2,973.3 |
|
|
$ |
2,980.6 |
|
REVLON, INC. AND SUBSIDIARIES |
|||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS |
|||||||
(dollars in millions) |
|||||||
|
Nine Months Ended |
||||||
|
September 30, |
||||||
|
2020 |
|
2019 |
||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
(Unaudited) |
||||||
Net loss |
$ |
(385.2 |
) |
|
$ |
(183.5 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
||||
Depreciation and amortization |
108.3 |
|
|
124.6 |
|
||
Foreign currency losses from re-measurement |
9.1 |
|
|
9.0 |
|
||
Amortization of debt discount |
1.3 |
|
|
1.2 |
|
||
Stock-based compensation amortization |
8.6 |
|
|
7.7 |
|
||
Impairment charges |
144.1 |
|
|
— |
|
||
Benefit from deferred income taxes |
(54.4 |
) |
|
(19.0 |
) |
||
Amortization of debt issuance costs |
17.8 |
|
|
10.4 |
|
||
Gain on divested assets |
(0.5 |
) |
|
— |
|
||
Pension and other post-retirement cost |
4.2 |
|
|
6.3 |
|
||
Gain on early extinguishment of debt, net |
(43.1 |
) |
|
— |
|
||
Paid-in-kind interest accrued on the 2020 Brandco Facilities |
6.2 |
|
|
— |
|
||
Change in assets and liabilities: |
|
|
|
||||
Decrease (increase) in trade receivables |
78.0 |
|
|
(30.5 |
) |
||
Increase in inventories |
(79.4 |
) |
|
(4.9 |
) |
||
Increase in prepaid expenses and other current assets |
(1.7 |
) |
|
(5.5 |
) |
||
(Decrease) Increase in accounts payable |
(27.8 |
) |
|
9.1 |
|
||
Decrease in accrued expenses and other current liabilities |
(25.2 |
) |
|
(81.0 |
) |
||
Pension and other post-retirement plan contributions |
(7.5 |
) |
|
(7.8 |
) |
||
Purchases of permanent displays |
(16.5 |
) |
|
(28.4 |
) |
||
Other, net |
6.8 |
|
|
25.5 |
|
||
Net cash used in operating activities |
(256.9 |
) |
|
(166.8 |
) |
||
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
||||
Capital expenditures |
(7.4 |
) |
|
(20.0 |
) |
||
Net cash used in investing activities |
(7.4 |
) |
|
(20.0 |
) |
||
|
|
|
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
||||
Net decrease in short-term borrowings and overdraft |
(0.7 |
) |
|
(22.4 |
) |
||
Borrowings under the 2020 BrandCo Facilities |
880.0 |
|
|
— |
|
||
Repurchase of the |
(114.1 |
) |
|
— |
|
||
Net borrowings under the Amended 2016 Revolving Credit Facility |
19.5 |
|
|
13.4 |
|
||
Repayment of the 2019 Term Loan Facility |
(200.0 |
) |
|
200.0 |
|
||
Repayment under the 2018 Foreign Asset-Based Term Loan |
(31.4 |
) |
|
— |
|
||
Repayments under the 2016 Term Loan Facility |
(9.2 |
) |
|
(13.5 |
) |
||
Payment of financing costs |
(108.3 |
) |
|
(13.4 |
) |
||
Tax withholdings related to net share settlements of restricted stock and RSUs |
(1.6 |
) |
|
(1.6 |
) |
||
Other financing activities |
(0.3 |
) |
|
(0.9 |
) |
||
Net cash provided by financing activities |
433.9 |
|
|
161.6 |
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
(0.4 |
) |
|
(1.4 |
) |
||
Net increase (decrease) in cash, cash equivalents and restricted cash |
169.2 |
|
|
(26.6 |
) |
||
Cash, cash equivalents and restricted cash at beginning of period |
104.5 |
|
|
87.5 |
|
||
Cash, cash equivalents and restricted cash at end of period |
$ |
273.7 |
|
|
$ |
60.9 |
|
Supplemental schedule of cash flow information: |
|
|
|
||||
Cash paid during the period for: |
|
|
|
||||
Interest |
$ |
182.2 |
|
|
$ |
157.9 |
|
Income taxes, net of refunds |
12.6 |
|
|
6.9 |
|
||
Supplemental schedule of non-cash investing and financing activities: |
|
|
|
||||
Non-cash roll-up of participating lenders from the 2016 Term Loan Facility to the 2020 Brandco Facilities |
$ |
846.0 |
|
|
$ |
— |
|
Paid-in-kind debt issuance costs capitalized to the 2020 Brandco Facilities |
29.1 |
|
|
— |
|
||
REVLON, INC. AND SUBSIDIARIES |
|||||||
EBITDA AND ADJUSTED EBITDA RECONCILIATION |
|||||||
(dollars in millions) |
|||||||
|
|
|
|
||||
|
Three Months Ended September 30, |
||||||
|
2020 |
|
2019 |
||||
|
(Unaudited) |
||||||
Reconciliation to net loss: |
|
|
|
||||
Net loss |
$ |
(44.5 |
) |
|
$ |
(44.7 |
) |
Income (loss) from discontinued operations, net of taxes |
— |
|
|
(0.3 |
) |
||
Loss from continuing operations, net of taxes |
(44.5 |
) |
|
(44.4 |
) |
||
|
|
|
|
||||
Interest expense, net |
68.7 |
|
|
50.2 |
|
||
Amortization of debt issuance costs |
7.8 |
|
|
3.7 |
|
||
Loss on early extinguishment of debt |
(31.2 |
) |
|
— |
|
||
Foreign currency (gains) losses, net |
(9.8 |
) |
|
7.6 |
|
||
Provision for (benefit from) income taxes |
1.9 |
|
|
(2.1 |
) |
||
Depreciation and amortization |
35.1 |
|
|
38.9 |
|
||
Miscellaneous, net |
(2.6 |
) |
|
1.7 |
|
||
EBITDA |
$ |
25.4 |
|
|
$ |
55.6 |
|
Non-operating items: |
|
|
|
||||
Non-cash stock-based compensation expense |
5.1 |
|
|
3.9 |
|
||
Restructuring and related charges |
4.5 |
|
|
5.4 |
|
||
Acquisition, integration and divestiture costs |
0.9 |
|
|
0.1 |
|
||
Gain on divested assets |
(1.1 |
) |
|
— |
|
||
Financial control remediation and sustainability actions and related charges |
0.7 |
|
|
3.4 |
|
||
COVID-19 charges |
9.7 |
|
|
— |
|
||
Capital structure and related charges |
9.3 |
|
|
— |
|
||
Adjusted EBITDA |
$ |
54.5 |
|
|
$ |
68.4 |
|
|
|
|
|
||||
|
Nine Months Ended September 30, |
||||||
|
2020 |
|
2019 |
||||
|
(Unaudited) |
||||||
|
|
|
|
||||
Reconciliation to net loss: |
|
|
|
||||
Net loss |
$ |
(385.2 |
) |
|
$ |
(183.5 |
) |
Income (loss) from discontinued operations, net of taxes |
— |
|
|
2.0 |
|
||
Loss from continuing operations, net of taxes |
(385.2 |
) |
|
(185.5 |
) |
||
Interest expense |
178.0 |
|
|
145.7 |
|
||
Amortization of debt issuance costs |
17.8 |
|
|
10.4 |
|
||
Loss on early extinguishment of debt |
(43.1 |
) |
|
— |
|
||
Foreign currency losses, net |
9.1 |
|
|
9.0 |
|
||
Benefit from income taxes |
(45.2 |
) |
|
(3.2 |
) |
||
Depreciation and amortization |
108.3 |
|
|
124.6 |
|
||
Miscellaneous, net |
13.9 |
|
|
7.6 |
|
||
EBITDA |
$ |
(146.4 |
) |
|
$ |
108.6 |
|
Non-operating items: |
|
|
|
||||
Non-cash stock-based compensation expense |
8.6 |
|
|
7.7 |
|
||
Restructuring and related charges |
61.2 |
|
|
27.4 |
|
||
Acquisition, integration and divestiture costs |
4.2 |
|
|
0.7 |
|
||
Gain on divested assets |
(0.5 |
) |
|
— |
|
||
Financial control remediation and sustainability actions and related charges |
8.5 |
|
|
9.8 |
|
||
Impairment charges |
144.1 |
|
|
— |
|
||
Excessive coupon redemption |
4.2 |
|
|
— |
|
||
COVID-19 charges |
35.1 |
|
|
— |
|
||
Capital structure and related charges |
9.3 |
|
|
— |
|
||
Adjusted EBITDA |
$ |
128.3 |
|
|
$ |
154.2 |
|
REVLON, INC. AND SUBSIDIARIES |
|||||||||||||||
SEGMENT PROFIT, ADJUSTED EBITDA AND ADJUSTED OPERATING LOSS RECONCILIATION |
|||||||||||||||
(dollars in millions) |
|||||||||||||||
|
|
|
|
|
|
|
|
||||||||
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
||||||||||||
|
2020 |
|
2019 |
|
2020 |
|
2019 |
||||||||
|
(Unaudited) |
|
(Unaudited) |
||||||||||||
Segment Profit: |
|
|
|
|
|
|
|
||||||||
Revlon |
$ |
13.5 |
|
|
$ |
7.3 |
|
|
$ |
41.4 |
|
|
$ |
58.5 |
|
Elizabeth Arden |
3.4 |
|
|
12.5 |
|
|
18.4 |
|
|
17.1 |
|
||||
Portfolio |
12.2 |
|
|
14.4 |
|
|
33.9 |
|
|
25.0 |
|
||||
Fragrances |
25.4 |
|
|
34.2 |
|
|
34.6 |
|
|
53.6 |
|
||||
Total Segment Profit/Adjusted EBITDA |
$ |
54.5 |
|
|
$ |
68.4 |
|
|
$ |
128.3 |
|
|
$ |
154.2 |
|
|
|
|
|
|
|
|
|
||||||||
Reconciliation to loss from continuing operations before income taxes: |
|
|
|
|
|
|
|
||||||||
Loss from continuing operations before income taxes |
$ |
(42.6 |
) |
|
$ |
(46.5 |
) |
|
$ |
(430.4 |
) |
|
$ |
(188.7 |
) |
Interest expense |
68.7 |
|
|
50.2 |
|
|
178.0 |
|
|
145.7 |
|
||||
Amortization of debt issuance costs |
7.8 |
|
|
3.7 |
|
|
17.8 |
|
|
10.4 |
|
||||
Loss on early extinguishment of debt |
(31.2 |
) |
|
— |
|
|
(43.1 |
) |
|
— |
|
||||
Foreign currency (gains) losses, net |
(9.8 |
) |
|
7.6 |
|
|
9.1 |
|
|
9.0 |
|
||||
Miscellaneous, net |
(2.6 |
) |
|
1.7 |
|
|
13.9 |
|
|
7.6 |
|
||||
Operating loss |
(9.7 |
) |
|
16.7 |
|
|
(254.7 |
) |
|
(16.0 |
) |
||||
|
|
|
|
|
|
|
|
||||||||
Non-operating items: |
|
|
|
|
|
|
|
||||||||
Restructuring and related charges |
4.5 |
|
|
5.4 |
|
|
61.2 |
|
|
27.4 |
|
||||
Acquisition, integration and divestiture costs |
0.9 |
|
|
0.1 |
|
|
4.2 |
|
|
0.7 |
|
||||
Gain on divested assets |
(1.1 |
) |
|
— |
|
|
(0.5 |
) |
|
— |
|
||||
Financial control remediation and sustainability actions and related charges |
0.7 |
|
|
3.4 |
|
|
8.5 |
|
|
9.8 |
|
||||
Impairment charges |
— |
|
|
— |
|
|
144.1 |
|
|
— |
|
||||
Excessive coupon redemption |
— |
|
|
— |
|
|
4.2 |
|
|
— |
|
||||
COVID-19 charges |
9.7 |
|
|
— |
|
|
35.1 |
|
|
— |
|
||||
Capital structure and related charges |
9.3 |
|
|
— |
|
|
9.3 |
|
|
— |
|
||||
Adjusted Operating loss |
14.3 |
|
|
25.6 |
|
|
11.4 |
|
|
21.9 |
|
||||
Non-cash stock-based compensation expense |
5.1 |
|
|
3.9 |
|
|
8.6 |
|
|
7.7 |
|
||||
Depreciation and amortization |
35.1 |
|
|
38.9 |
|
|
108.3 |
|
|
124.6 |
|
||||
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA |
$ |
54.5 |
|
|
$ |
68.4 |
|
|
$ |
128.3 |
|
|
$ |
154.2 |
|
REVLON, INC. AND SUBSIDIARIES | |||||||||||||||
ADJUSTED NET SALES RECONCILIATION |
|||||||||||||||
(dollars in millions) |
|||||||||||||||
|
|
|
|
|
|
|
|
||||||||
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
2020 |
|
2019 |
|
2020 |
|
2019 |
||||||||
|
(Unaudited) |
|
(Unaudited) |
||||||||||||
Segment Net Sales |
|
|
|
|
|
|
|
||||||||
Revlon |
$ |
166.0 |
|
|
$ |
217.3 |
|
|
$ |
482.8 |
|
|
$ |
716.1 |
|
Elizabeth Arden |
106.3 |
|
|
123.2 |
|
|
282.4 |
|
|
352.0 |
|
||||
Portfolio |
99.6 |
|
|
118.2 |
|
|
298.1 |
|
|
354.1 |
|
||||
Fragrances |
105.2 |
|
|
138.1 |
|
|
214.4 |
|
|
298.0 |
|
||||
Total Segment Net Sales |
$ |
477.1 |
|
|
$ |
596.8 |
|
|
$ |
1,277.7 |
|
|
$ |
1,720.2 |
|
|
|
|
|
|
|
|
|
||||||||
Non-operating items: |
|
|
|
|
|
|
|
||||||||
Excessive coupon redemption |
— |
|
|
— |
|
|
4.2 |
|
|
— |
|
||||
Total Adjusted Net Sales |
$ |
477.1 |
|
|
$ |
596.8 |
|
|
$ |
1,281.9 |
|
|
$ |
1,720.2 |
|
REVLON, INC. AND SUBSIDIARIES |
|||||||||||||||
ADJUSTED GROSS PROFIT RECONCILIATION |
|||||||||||||||
(dollars in millions) |
|||||||||||||||
|
|
|
|
|
|
|
|
||||||||
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
2020 |
|
2019 |
|
2020 |
|
2019 |
||||||||
|
(Unaudited) |
|
(Unaudited) |
||||||||||||
Gross Profit |
$ |
242.8 |
|
|
$ |
327.8 |
|
|
$ |
677.0 |
|
|
$ |
969.5 |
|
Non-operating items: |
|
|
|
|
|
|
|
||||||||
COVID-19 charges |
5.6 |
|
|
— |
|
|
27.0 |
|
|
— |
|
||||
Excessive coupon redemption |
— |
|
|
— |
|
|
4.2 |
|
|
— |
|
||||
Financial control remediation and sustainability actions and related charges |
— |
|
|
— |
|
|
6.1 |
|
|
— |
|
||||
Restructuring and related charges |
— |
|
|
1.2 |
|
|
— |
|
|
4.2 |
|
||||
Adjusted Gross Profit |
$ |
248.4 |
|
|
$ |
329.0 |
|
|
$ |
714.3 |
|
|
$ |
973.7 |
|
|
|
|
|
|
|
|
|
REVLON, INC. AND SUBSIDIARIES |
|||||||
ADJUSTED NET INCOME (LOSS) AND ADJUSTED DILUTED INCOME (LOSS) PER SHARE RECONCILIATION |
|||||||
(dollars in millions, except share and per share amounts) |
|||||||
|
|
|
|
||||
|
Three Months Ended
|
||||||
|
2020 |
|
2019 |
||||
|
(Unaudited) |
||||||
|
|
|
|
||||
Reconciliation to net loss and diluted loss per share: |
|
|
|
||||
Net loss |
$ |
(44.5 |
) |
|
$ |
(44.7 |
) |
|
|
|
|
||||
Non-operating items (after-tax): |
|
|
|
||||
Restructuring and related charges |
3.8 |
|
|
4.6 |
|
||
Acquisition, integration and divestiture costs |
0.7 |
|
|
— |
|
||
Gain on divested assets |
(0.9 |
) |
|
— |
|
||
Financial control remediation and sustainability actions and related charges |
0.5 |
|
|
2.6 |
|
||
COVID-19 charges |
2.3 |
|
|
— |
|
||
Capital structure and related charges |
7.3 |
|
|
— |
|
||
|
|
|
|
||||
Adjusted net loss |
$ |
(30.8 |
) |
|
$ |
(37.5 |
) |
|
|
|
|
||||
Net loss: |
|
|
|
||||
Diluted loss per common share |
(0.83 |
) |
|
(0.84 |
) |
||
Adjustment to diluted loss per common share |
0.25 |
|
|
0.13 |
|
||
Adjusted diluted loss per common share |
$ |
(0.58 |
) |
|
$ |
(0.71 |
) |
|
|
|
|
||||
U.S. GAAP weighted average number of common shares outstanding: |
|
|
|
||||
Diluted |
53,476,354 |
|
|
53,129,004 |
|
||
|
|
|
|
||||
|
|
|
|
||||
|
Nine Months Ended
|
||||||
|
2020 |
|
2019 |
||||
|
(Unaudited) |
||||||
|
|
|
|
||||
Reconciliation to net loss and diluted loss per share: |
|
|
|
||||
Net loss |
$ |
(385.2 |
) |
|
$ |
(183.5 |
) |
|
|
|
|
||||
Non-operating items (after-tax): |
|
|
|
||||
Restructuring and related charges |
48.5 |
|
|
21.6 |
|
||
Acquisition, integration and divestiture costs |
3.3 |
|
|
0.5 |
|
||
Gain on divested assets |
(0.4 |
) |
|
— |
|
||
Financial control remediation and sustainability actions and related charges |
6.4 |
|
|
7.5 |
|
||
Impairment charges |
130.7 |
|
|
— |
|
||
Excessive coupon redemption |
3.3 |
|
|
— |
|
||
COVID-19 charges |
7.6 |
|
|
— |
|
||
Capital structure and related charges |
7.3 |
|
|
— |
|
||
|
|
|
|
||||
Adjusted net loss |
$ |
(178.5 |
) |
|
$ |
(153.9 |
) |
|
|
|
|
||||
Net loss: |
|
|
|
||||
Diluted loss per common share |
(7.22 |
) |
|
(3.46 |
) |
||
Adjustment to diluted loss per common share |
3.88 |
|
|
0.56 |
|
||
Adjusted diluted loss per common share |
$ |
(3.34 |
) |
|
$ |
(2.90 |
) |
|
|
|
|
||||
U.S. GAAP weighted average number of common shares outstanding: |
|
|
|
||||
Diluted |
53,371,986 |
|
|
53,057,154 |
|
||
|
|
|
|
REVLON, INC. AND SUBSIDIARIES |
|||||||
FREE CASH FLOW RECONCILIATION |
|||||||
(dollars in millions) |
|||||||
|
|
|
|
||||
|
Nine Months Ended
|
||||||
|
2020 |
|
2019 |
||||
|
(Unaudited) |
||||||
|
|
|
|
||||
Reconciliation to net cash used in operating activities: |
|
|
|
||||
Net cash used in operating activities |
$ |
(256.9 |
) |
|
$ |
(166.8 |
) |
Less capital expenditures |
(7.4 |
) |
|
(20.0 |
) |
||
|
|
|
|
||||
Free cash flow |
$ |
(264.3 |
) |
|
$ |
(186.8 |
) |