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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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__
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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13-3662955
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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One New York Plaza, New York, New York
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10004
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
¨
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Accelerated filer
x
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Non-accelerated filer
¨
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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PART I - Financial Information
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Item 1.
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Financial Statements
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Consolidated Balance Sheets as of March 31, 2016 (Unaudited) and December 31, 2015
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Unaudited Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the Three Months Ended March 31, 2016 and 2015
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Unaudited Consolidated Statement of Stockholders' Deficiency for the Three Months Ended March 31, 2016
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Unaudited Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2016 and 2015
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Notes to Unaudited Consolidated Financial Statements
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 4.
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Controls and Procedures
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PART II - Other Information
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Item 1.
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Legal Proceedings
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Item 1A.
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Risk Factors
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Item 5.
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Other Information
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Item 6.
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Exhibits
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Signatures
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March 31, 2016
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December 31, 2015
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||||
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(Unaudited)
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(as adjusted)
(a)
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||||
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ASSETS
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||||
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Current assets:
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||||
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Cash and cash equivalents
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$
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182.2
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$
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326.9
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Trade receivables, less allowance for doubtful accounts of $10.3 and $10.5 as of March 31, 2016 and December 31, 2015, respectively
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270.4
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244.9
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Inventories
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209.8
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183.8
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Prepaid expenses and other
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68.9
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53.3
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Total current assets
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731.3
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808.9
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Property, plant and equipment, net of accumulated depreciation of $281.3 and $271.7 as of March 31, 2016 and December 31, 2015, respectively
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216.6
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215.3
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Deferred income taxes
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68.6
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71.3
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Goodwill
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469.7
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469.7
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Intangible assets, net of accumulated amortization of $67.2 and $61.1 as of March 31, 2016 and December 31, 2015, respectively
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316.6
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318.0
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Other assets
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84.9
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84.1
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Total assets
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$
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1,887.7
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$
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1,967.3
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||||
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LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
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||||
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Current liabilities:
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||||
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Short-term borrowings
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$
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11.8
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$
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11.3
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Current portion of long-term debt
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6.8
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30.0
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Accounts payable
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178.4
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201.3
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Accrued expenses and other
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225.8
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272.4
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Total current liabilities
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422.8
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515.0
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Long-term debt
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1,783.7
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1,783.7
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Long-term pension and other post-retirement plan liabilities
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181.5
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185.3
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Other long-term liabilities
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73.0
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70.8
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Stockholders’ deficiency:
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Class A Common Stock, par value $0.01 per share; 900,000,000 shares authorized; 54,862,231 shares issued as of March 31, 2016 and December 31, 2015, respectively
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0.5
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0.5
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Additional paid-in capital
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1,028.5
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1,026.3
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Treasury stock, at cost: 933,913 and 859,921 shares of Class A Common Stock as of March 31, 2016 and December 31, 2015, respectively
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(15.9
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)
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(13.3
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)
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Accumulated deficit
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(1,344.7
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)
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(1,355.7
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)
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Accumulated other comprehensive loss
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(241.7
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)
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(245.3
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)
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Total stockholders’ deficiency
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(573.3
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)
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(587.5
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)
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Total liabilities and stockholders’ deficiency
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$
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1,887.7
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$
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1,967.3
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Three Months Ended March 31,
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||||||
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2016
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2015
|
||||
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||||
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Net sales
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$
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439.6
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$
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438.5
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Cost of sales
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153.9
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142.3
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Gross profit
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285.7
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296.2
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Selling, general and administrative expenses
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248.1
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249.3
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Acquisition and integration costs
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0.5
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1.2
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Restructuring charges and other, net
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1.3
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0.5
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Operating income
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35.8
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45.2
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Other expenses, net:
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||||
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Interest expense
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21.0
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20.0
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Amortization of debt issuance costs
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1.5
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1.4
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Foreign currency (gains) losses, net
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(3.4
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)
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15.9
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Miscellaneous, net
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0.3
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—
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Other expenses, net
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19.4
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37.3
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Income from continuing operations before income taxes
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16.4
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7.9
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Provision for income taxes
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5.8
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8.7
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Income (loss) from continuing operations, net of taxes
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10.6
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(0.8
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)
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Income (loss) from discontinued operations, net of taxes
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0.4
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(0.1
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)
|
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Net income (loss)
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$
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11.0
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$
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(0.9
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)
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Other comprehensive income (loss):
|
|
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|
||
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Foreign currency translation adjustments, net of tax
(a)
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2.7
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(13.4
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)
|
||
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Amortization of pension related costs, net of tax
(b)(d)
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1.8
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|
|
1.7
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|
||
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Revaluation of derivative financial instruments, net of reclassifications into earnings
(c)
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(0.9
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)
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(1.9
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)
|
||
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Other comprehensive income (loss)
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3.6
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(13.6
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)
|
||
|
Total comprehensive income (loss)
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$
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14.6
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|
$
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(14.5
|
)
|
|
|
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|
|
||||
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Basic earnings (loss) per common share:
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|
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|
||||
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Continuing operations
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$
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0.20
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$
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(0.02
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)
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|
Discontinued operations
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0.01
|
|
|
—
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|
||
|
Net income (loss)
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$
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0.21
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|
$
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(0.02
|
)
|
|
|
|
|
|
||||
|
Diluted earnings (loss) per common share:
|
|
|
|
||||
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Continuing operations
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$
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0.20
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|
$
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(0.02
|
)
|
|
Discontinued operations
|
0.01
|
|
|
—
|
|
||
|
Net income (loss)
|
$
|
0.21
|
|
|
$
|
(0.02
|
)
|
|
|
|
|
|
|
|||
|
Weighted average number of common shares outstanding:
|
|
|
|
|
|||
|
Basic
|
52,482,413
|
|
|
52,386,223
|
|
||
|
Diluted
|
52,649,763
|
|
|
52,386,223
|
|
||
|
(a)
|
Net of tax expense (benefit) of
$0.1 million
and
$(2.6) million
for the
three months ended March 31, 2016
and
2015
, respectively.
|
|
(b)
|
Net of tax expense of
$0.3 million
for each of the
three months ended March 31, 2016
and
2015
.
|
|
(c)
|
Net of tax benefit of
$0.5 million
and
$1.2 million
for the
three months ended March 31, 2016
and
2015
, respectively.
|
|
(d)
|
This other comprehensive income component is included in the computation of net periodic benefit (income) costs. See Note 11, “Pension and Post-Retirement Benefits,” for additional information regarding net periodic benefit (income) costs.
|
|
|
Common Stock
|
|
Additional Paid-In-Capital
|
|
Treasury Stock
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Loss
|
|
Total Stockholders’ Deficiency
|
||||||||||||
|
Balance, January 1, 2016
|
$
|
0.5
|
|
|
$
|
1,026.3
|
|
|
$
|
(13.3
|
)
|
|
$
|
(1,355.7
|
)
|
|
$
|
(245.3
|
)
|
|
$
|
(587.5
|
)
|
|
Treasury stock acquired, at cost
(a)
|
|
|
|
|
(2.6
|
)
|
|
|
|
|
|
(2.6
|
)
|
||||||||||
|
Stock-based compensation amortization
|
|
|
2.2
|
|
|
|
|
|
|
|
|
2.2
|
|
||||||||||
|
Excess tax benefits from stock-based compensation
|
|
|
—
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||
|
Net income
|
|
|
|
|
|
|
11.0
|
|
|
|
|
11.0
|
|
||||||||||
|
Other comprehensive loss, net
(b)
|
|
|
|
|
|
|
|
|
3.6
|
|
|
3.6
|
|
||||||||||
|
Balance, March 31, 2016
|
$
|
0.5
|
|
|
$
|
1,028.5
|
|
|
$
|
(15.9
|
)
|
|
$
|
(1,344.7
|
)
|
|
$
|
(241.7
|
)
|
|
$
|
(573.3
|
)
|
|
(a)
|
Pursuant to the share withholding provisions of the Fourth Amended and Restated Revlon, Inc. Stock Plan (the “Stock Plan”), certain senior executives, in lieu of paying certain withholding taxes on the vesting of restricted stock, authorized the withholding of an aggregate
73,992
shares of Revlon, Inc. Class A Common Stock during the three months ended March 31, 2016, to satisfy certain minimum statutory tax withholding requirements related to the vesting of such shares. These withheld shares were recorded as treasury stock using the cost method, at a price per share of
$35.00
during the three months ended March 31, 2016, based on the closing price of Revlon, Inc. Class A Common Stock as reported on the NYSE consolidated tape on the vesting date, for a total of
$2.6 million
. See Note 15, "Stock Compensation Plan" to the Consolidated Financial Statements in Revlon, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on February 26, 2016 (the "2015 Form 10-K") for details regarding restricted stock awards under the Stock Plan.
|
|
(b)
|
See Note 13, “Accumulated Other Comprehensive Loss,” regarding the changes in the accumulated balances for each component of other comprehensive income (loss) during the three months ended March 31, 2016.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
(as adjusted)
(a)
|
||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
|
Net income (loss)
|
$
|
11.0
|
|
|
$
|
(0.9
|
)
|
|
Adjustments to reconcile net income (loss) to net cash used in by operating activities:
|
|
|
|
||||
|
Depreciation and amortization
|
25.9
|
|
|
25.6
|
|
||
|
Foreign currency (gains) losses from re-measurement
|
(4.2
|
)
|
|
16.5
|
|
||
|
Amortization of debt discount
|
0.4
|
|
|
0.3
|
|
||
|
Stock-based compensation amortization
|
2.2
|
|
|
1.6
|
|
||
|
Provision for deferred income taxes
|
1.7
|
|
|
5.7
|
|
||
|
Amortization of debt issuance costs
|
1.5
|
|
|
1.4
|
|
||
|
Loss (gain) on sale of certain assets
|
0.2
|
|
|
(3.0
|
)
|
||
|
Pension and other post-retirement income
|
(0.3
|
)
|
|
(0.6
|
)
|
||
|
Change in assets and liabilities:
|
|
|
|
|
|||
|
Increase in trade receivables
|
(23.1
|
)
|
|
(0.9
|
)
|
||
|
Increase in inventories
|
(23.9
|
)
|
|
(23.4
|
)
|
||
|
Increase in prepaid expenses and other current assets
|
(14.6
|
)
|
|
(18.1
|
)
|
||
|
(Decrease) increase in accounts payable
|
(13.6
|
)
|
|
18.3
|
|
||
|
Decrease in accrued expenses and other current liabilities
|
(52.6
|
)
|
|
(27.4
|
)
|
||
|
Pension and other post-retirement plan contributions
|
(1.9
|
)
|
|
(2.5
|
)
|
||
|
Purchases of permanent displays
|
(10.5
|
)
|
|
(14.7
|
)
|
||
|
Other, net
|
(0.6
|
)
|
|
(3.5
|
)
|
||
|
Net cash used in operating activities
|
(102.4
|
)
|
|
(25.6
|
)
|
||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
||||
|
Capital expenditures
|
(7.4
|
)
|
|
(5.3
|
)
|
||
|
Business acquisition
|
—
|
|
|
(4.2
|
)
|
||
|
Proceeds from the sale of certain assets
|
0.4
|
|
|
1.6
|
|
||
|
Net cash used in investing activities
|
(7.0
|
)
|
|
(7.9
|
)
|
||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
||||
|
Net (decrease) increase in short-term borrowings and overdraft
|
(10.6
|
)
|
|
1.7
|
|
||
|
Repayments under the Acquisition Term Loan
|
(13.4
|
)
|
|
(14.2
|
)
|
||
|
Prepayments under the 2011 Term Loan
|
(11.5
|
)
|
|
(12.1
|
)
|
||
|
Other financing activities
|
(0.9
|
)
|
|
(1.2
|
)
|
||
|
Net cash used in financing activities
|
(36.4
|
)
|
|
(25.8
|
)
|
||
|
Effect of exchange rate changes on cash and cash equivalents
|
1.1
|
|
|
(7.8
|
)
|
||
|
Net decrease in cash and cash equivalents
|
(144.7
|
)
|
|
(67.1
|
)
|
||
|
Cash and cash equivalents at beginning of period
|
326.9
|
|
|
275.3
|
|
||
|
Cash and cash equivalents at end of period
|
$
|
182.2
|
|
|
$
|
208.2
|
|
|
Supplemental schedule of cash flow information:
|
|
|
|
||||
|
Cash paid during the period for:
|
|
|
|
||||
|
Interest
|
$
|
27.8
|
|
|
$
|
26.9
|
|
|
Income taxes, net of refunds
|
2.0
|
|
|
3.9
|
|
||
|
Supplemental schedule of non-cash investing and financing activities:
|
|
|
|
||||
|
Treasury stock received to satisfy certain minimum tax withholding liabilities
|
$
|
2.6
|
|
|
$
|
2.0
|
|
|
Consolidated Balance Sheets
|
|
Total as reported at 12/31/2015
|
|
Adjustment
|
|
Total as adjusted at 12/31/2015
|
|||
|
Deferred income taxes - current
|
|
58.0
|
|
|
(58.0
|
)
|
|
—
|
|
|
Deferred income taxes - noncurrent
|
|
40.3
|
|
|
31.0
|
|
|
71.3
|
|
|
Other long-term liabilities
|
|
97.8
|
|
|
(27.0
|
)
|
|
70.8
|
|
|
|
|
|
|
|
|
|
|||
|
Consolidated Statements of Cash Flows
|
|
Total as reported at 3/31/2015
|
|
Adjustment
|
|
Total as adjusted at 3/31/2015
|
|||
|
Increase in prepaid expense and other current assets
|
|
(17.5
|
)
|
|
(0.6
|
)
|
|
(18.1
|
)
|
|
Other, net
|
|
(4.1
|
)
|
|
0.6
|
|
|
(3.5
|
)
|
|
Consolidated Balance Sheets
|
|
Total as reported at 12/31/2015
|
|
Adjustment
|
|
Total as adjusted at 12/31/2015
|
|||
|
Long-Term Debt
|
|
1,803.7
|
|
|
(20.0
|
)
|
|
1,783.7
|
|
|
Other Assets
|
|
104.1
|
|
|
(20.0
|
)
|
|
84.1
|
|
|
|
Amounts recognized at April 21, 2015
(Provisional)
(a)
|
|
Measurement Period Adjustments
|
|
Amounts recognized at April 21, 2015
(Adjusted)
|
||||||
|
Total Tangible Net Assets Acquired
(b)
|
$
|
3.9
|
|
|
$
|
(1.6
|
)
|
|
$
|
2.3
|
|
|
Purchased Intangible Assets
(c)
|
11.9
|
|
|
0.2
|
|
|
12.1
|
|
|||
|
Goodwill
|
18.8
|
|
|
0.7
|
|
|
19.5
|
|
|||
|
Total consideration transferred
|
$
|
34.6
|
|
|
$
|
(0.7
|
)
|
|
$
|
33.9
|
|
|
|
Restructuring Charges and Other, Net
|
||||||||||
|
|
Employee Severance and Other Personnel Benefits
|
|
Other
|
|
Total Restructuring Charges
|
||||||
|
Charges incurred through December 31, 2015
|
$
|
9.4
|
|
|
$
|
0.1
|
|
|
$
|
9.5
|
|
|
Charges incurred in the three months ended March 31, 2016
|
$
|
1.0
|
|
|
$
|
0.3
|
|
|
$
|
1.3
|
|
|
Cumulative charges incurred through March 31, 2016
|
$
|
10.4
|
|
|
$
|
0.4
|
|
|
$
|
10.8
|
|
|
Total expected charges
|
$
|
10.4
|
|
|
$
|
1.4
|
|
|
$
|
11.8
|
|
|
|
|
|
|
|
|
|
Utilized, Net
|
|
|
||||||||||||||
|
Balance
Beginning of Year
|
|
(Income) Expense, Net
|
|
Foreign Currency Translation
|
|
Cash
|
|
Non-cash
|
|
Balance
End of Period
|
|||||||||||||
|
2015 Efficiency Program:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Employee severance and other personnel benefits
|
$
|
6.6
|
|
|
$
|
1.0
|
|
|
$
|
—
|
|
|
$
|
(0.6
|
)
|
|
$
|
—
|
|
|
$
|
7.0
|
|
|
Other
|
0.1
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
||||||
|
Integration Program:
(a)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Employee severance and other personnel benefits
|
0.8
|
|
|
(0.1
|
)
|
|
0.1
|
|
|
(0.6
|
)
|
|
—
|
|
|
0.2
|
|
||||||
|
Other
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||||
|
December 2013 Program:
(b)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Employee severance and other personnel benefits
|
1.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
||||||
|
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Other immaterial actions:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Employee severance and other personnel benefits
|
2.3
|
|
|
0.1
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
1.9
|
|
||||||
|
Other
|
0.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
||||||
|
Total restructuring reserve
|
$
|
11.8
|
|
|
$
|
1.3
|
|
|
$
|
0.1
|
|
|
$
|
(1.7
|
)
|
|
$
|
—
|
|
|
$
|
11.5
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
Income (loss) from discontinued operations, before taxes
|
0.4
|
|
|
(0.1
|
)
|
||
|
Provision for income taxes
|
—
|
|
|
—
|
|
||
|
Income (loss) from discontinued operations, net of taxes
|
0.4
|
|
|
(0.1
|
)
|
||
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
Cash and cash equivalents
|
$
|
1.8
|
|
|
$
|
2.0
|
|
|
Trade receivables, net
|
0.2
|
|
|
0.2
|
|
||
|
Total current assets
|
2.0
|
|
|
2.2
|
|
||
|
Total assets
|
$
|
2.0
|
|
|
$
|
2.2
|
|
|
|
|
|
|
||||
|
Accounts payable
|
$
|
0.5
|
|
|
$
|
0.7
|
|
|
Accrued expenses and other
|
3.7
|
|
|
3.6
|
|
||
|
Total current liabilities
|
4.2
|
|
|
4.3
|
|
||
|
Total liabilities
|
$
|
4.2
|
|
|
$
|
4.3
|
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
Raw materials and supplies
|
$
|
68.3
|
|
|
$
|
58.2
|
|
|
Work-in-process
|
11.4
|
|
|
8.3
|
|
||
|
Finished goods
|
130.1
|
|
|
117.3
|
|
||
|
|
$
|
209.8
|
|
|
$
|
183.8
|
|
|
|
Consumer
|
|
Professional
|
|
Other
|
|
Total
|
||||||||
|
Balance at January 1, 2016
|
$
|
210.1
|
|
|
$
|
240.7
|
|
|
$
|
18.9
|
|
|
$
|
469.7
|
|
|
Foreign currency translation adjustment
|
—
|
|
|
0.5
|
|
|
(0.5
|
)
|
|
—
|
|
||||
|
Balance at March 31, 2016
|
$
|
210.1
|
|
|
$
|
241.2
|
|
|
$
|
18.4
|
|
|
$
|
469.7
|
|
|
|
March 31, 2016
|
||||||||||
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
|
Finite-lived intangible assets:
|
|
|
|
|
|
||||||
|
Trademarks and Licenses
|
$
|
146.5
|
|
|
$
|
(39.3
|
)
|
|
$
|
107.2
|
|
|
Customer relationships
|
119.4
|
|
|
(22.6
|
)
|
|
96.8
|
|
|||
|
Patents and Internally-Developed IP
|
16.9
|
|
|
(4.6
|
)
|
|
12.3
|
|
|||
|
Distribution rights
|
3.4
|
|
|
(0.7
|
)
|
|
2.7
|
|
|||
|
Total finite-lived intangible assets
|
$
|
286.2
|
|
|
$
|
(67.2
|
)
|
|
$
|
219.0
|
|
|
|
|
|
|
|
|
||||||
|
Indefinite-lived intangible assets:
|
|
|
|
|
|
||||||
|
Trade Names
|
$
|
97.6
|
|
|
$
|
—
|
|
|
$
|
97.6
|
|
|
Total indefinite-lived intangible assets
|
$
|
97.6
|
|
|
$
|
—
|
|
|
$
|
97.6
|
|
|
|
|
|
|
|
|
||||||
|
Total intangible assets
|
$
|
383.8
|
|
|
$
|
(67.2
|
)
|
|
$
|
316.6
|
|
|
|
|
|
|
|
|
||||||
|
|
December 31, 2015
|
||||||||||
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
|
Finite-lived intangible assets:
|
|
|
|
|
|
||||||
|
Trademarks and Licenses
|
$
|
145.0
|
|
|
$
|
(36.0
|
)
|
|
$
|
109.0
|
|
|
Customer relationships
|
118.8
|
|
|
(20.5
|
)
|
|
98.3
|
|
|||
|
Patents and Internally-Developed IP
|
16.8
|
|
|
(4.0
|
)
|
|
12.8
|
|
|||
|
Distribution rights
|
3.5
|
|
|
(0.6
|
)
|
|
2.9
|
|
|||
|
Total finite-lived intangible assets
|
$
|
284.1
|
|
|
$
|
(61.1
|
)
|
|
$
|
223.0
|
|
|
|
|
|
|
|
|
||||||
|
Indefinite-lived intangible assets:
|
|
|
|
|
|
||||||
|
Trade Names
|
$
|
95.0
|
|
|
$
|
—
|
|
|
$
|
95.0
|
|
|
Total indefinite-lived intangible assets
|
$
|
95.0
|
|
|
$
|
—
|
|
|
$
|
95.0
|
|
|
|
|
|
|
|
|
||||||
|
Total intangible assets
|
$
|
379.1
|
|
|
$
|
(61.1
|
)
|
|
$
|
318.0
|
|
|
|
Estimated Amortization Expense
|
||
|
2016
|
$
|
17.0
|
|
|
2017
|
22.5
|
|
|
|
2018
|
21.6
|
|
|
|
2019
|
19.1
|
|
|
|
2020
|
18.4
|
|
|
|
Thereafter
|
120.4
|
|
|
|
Total
|
$
|
219.0
|
|
|
|
March 31,
|
|
December 31,
|
||||
|
|
2016
|
|
2015
|
||||
|
Sales returns and allowances
|
$
|
52.4
|
|
|
$
|
61.1
|
|
|
Compensation and related benefits
|
40.7
|
|
|
75.6
|
|
||
|
Advertising and promotional costs
|
45.2
|
|
|
38.4
|
|
||
|
Taxes
|
20.9
|
|
|
20.8
|
|
||
|
Interest
|
5.1
|
|
|
12.4
|
|
||
|
Restructuring reserve
|
11.5
|
|
|
11.8
|
|
||
|
Other
|
50.0
|
|
|
52.3
|
|
||
|
|
$
|
225.8
|
|
|
$
|
272.4
|
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
Amended Term Loan Facility: Acquisition Term Loan due 2019, net of discounts and debt issuance costs
(a)
|
$
|
649.5
|
|
|
$
|
662.1
|
|
|
Amended Term Loan Facility: 2011 Term Loan due 2017, net of discounts and debt issuance costs
(a)
|
647.7
|
|
|
658.5
|
|
||
|
Amended Revolving Credit Facility
(b)
|
—
|
|
|
—
|
|
||
|
5¾% Senior Notes due 2021, net of debt issuance costs
(c)
|
492.7
|
|
|
492.5
|
|
||
|
Spanish Government Loan due 2025
(d)
|
0.6
|
|
|
0.6
|
|
||
|
|
1,790.5
|
|
|
1,813.7
|
|
||
|
Less current portion (*)
|
(6.8
|
)
|
|
(30.0
|
)
|
||
|
|
$
|
1,783.7
|
|
|
$
|
1,783.7
|
|
|
•
|
Level 1: Fair valuing the asset or liability using observable inputs, such as quoted prices in active markets for identical assets or liabilities;
|
|
•
|
Level 2: Fair valuing the asset or liability using inputs other than quoted prices that are observable for the applicable asset or liability, either directly or indirectly, such as quoted prices for similar (as opposed to identical) assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and
|
|
•
|
Level 3: Fair valuing the asset or liability using unobservable inputs that reflect the Company’s own assumptions regarding the applicable asset or liability.
|
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
Assets:
|
|
|
|
|
|
|
|
||||||||
|
Derivatives:
|
|
|
|
|
|
|
|
||||||||
|
FX Contracts
(a)
|
$
|
0.9
|
|
|
$
|
—
|
|
|
$
|
0.9
|
|
|
$
|
—
|
|
|
Total assets at fair value
|
$
|
0.9
|
|
|
$
|
—
|
|
|
$
|
0.9
|
|
|
$
|
—
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
|
Derivatives:
|
|
|
|
|
|
|
|
||||||||
|
FX Contracts
(a)
|
$
|
1.5
|
|
|
$
|
—
|
|
|
$
|
1.5
|
|
|
$
|
—
|
|
|
2013 Interest Rate Swap
(b)
|
8.0
|
|
|
—
|
|
|
8.0
|
|
|
—
|
|
||||
|
Total liabilities at fair value
|
$
|
9.5
|
|
|
$
|
—
|
|
|
$
|
9.5
|
|
|
$
|
—
|
|
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
Assets:
|
|
|
|
|
|
|
|
||||||||
|
Derivatives:
|
|
|
|
|
|
|
|
||||||||
|
FX Contracts
(a)
|
$
|
2.0
|
|
|
$
|
—
|
|
|
$
|
2.0
|
|
|
$
|
—
|
|
|
Total assets at fair value
|
$
|
2.0
|
|
|
$
|
—
|
|
|
$
|
2.0
|
|
|
$
|
—
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
|
Derivatives:
|
|
|
|
|
|
|
|
||||||||
|
FX Contracts
(a)
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|
2013 Interest Rate Swap
(b)
|
$
|
6.5
|
|
|
$
|
—
|
|
|
$
|
6.5
|
|
|
$
|
—
|
|
|
Total liabilities at fair value
|
$
|
7.1
|
|
|
$
|
—
|
|
|
$
|
7.1
|
|
|
$
|
—
|
|
|
(a)
|
The fair value of the Company’s foreign currency forward exchange contracts ("FX Contracts") was measured based on observable market transactions for similar transactions in actively quoted markets of spot and forward rates on the respective dates. See Note 10, “Financial Instruments.”
|
|
(b)
|
The fair value of the Company's 2013 Interest Rate Swap (as hereinafter defined) was measured based on the implied forward rates from the U.S. Dollar three-month LIBOR yield curve on the respective dates. See Note 10, “Financial Instruments.”
|
|
|
Fair Value
|
|
|
||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Carrying Value
|
||||||||||
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Long-term debt, including current portion
|
$
|
—
|
|
|
$
|
1,822.8
|
|
|
$
|
—
|
|
|
$
|
1,822.8
|
|
|
$
|
1,790.5
|
|
|
|
Fair Value
|
|
|
||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Carrying Value
|
||||||||||
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Long-term debt, including current portion
|
$
|
—
|
|
|
$
|
1,818.0
|
|
|
$
|
—
|
|
|
$
|
1,818.0
|
|
|
$
|
1,813.7
|
|
|
(a)
|
Fair Values of Derivative Financial Instruments in the Consolidated Balance Sheets:
|
|
|
Fair Values of Derivative Instruments
|
||||||||||||||||||
|
|
Assets
|
|
Liabilities
|
||||||||||||||||
|
|
Balance Sheet
|
|
March 31,
2016 |
|
December 31,
2015 |
|
Balance Sheet
|
|
March 31,
2016 |
|
December 31,
2015 |
||||||||
|
|
Classification
|
|
Fair Value
|
|
Fair Value
|
|
Classification
|
|
Fair Value
|
|
Fair Value
|
||||||||
|
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|||||||||||
|
2013 Interest Rate Swap
(i)
|
Prepaid expenses and other
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Accrued expenses and other
|
|
$
|
4.2
|
|
|
$
|
4.0
|
|
|
|
Other assets
|
|
—
|
|
|
—
|
|
|
Other long-term liabilities
|
|
3.8
|
|
|
2.5
|
|
||||
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|||||||||||
|
FX Contracts
(ii)
|
Prepaid expenses and other
|
|
$
|
0.9
|
|
|
$
|
2.0
|
|
|
Accrued Expenses
|
|
$
|
1.5
|
|
|
$
|
0.6
|
|
|
|
Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss)
|
|||||||
|
Three Months Ended March 31,
|
||||||||
|
2016
|
|
2015
|
||||||
|
Derivatives designated as hedging instruments:
|
|
|
|
|||||
|
2013 Interest Rate Swap, net of tax
(a)
|
$
|
(0.9
|
)
|
|
$
|
(1.9
|
)
|
|
|
(a)
|
Net of tax benefit of
$0.5 million
and
$1.2 million
for the three months ended March 31, 2016 and 2015, respectively.
|
|
|
Income Statement Classification
|
Amount of Gain (Loss) Recognized in Net Income (Loss)
|
|||||||
|
Three Months Ended March 31,
|
|||||||||
|
2016
|
|
2015
|
|||||||
|
Derivatives designated as hedging instruments:
|
|
|
|
||||||
|
2013 Interest Rate Swap
|
Interest Expense
|
$
|
(1.1
|
)
|
|
$
|
—
|
|
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
||||||
|
FX Contracts
|
Foreign currency gain (loss), net
|
$
|
(0.8
|
)
|
|
$
|
0.5
|
|
|
|
|
Pension Plans |
Other
Post-Retirement Benefit Plans |
|||||||||||||
|
|
Three Months Ended March 31,
|
||||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
Net periodic benefit (income) costs:
|
|
||||||||||||||
|
Service cost
|
$
|
0.1
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Interest cost
|
5.2
|
|
|
7.2
|
|
|
0.1
|
|
|
0.1
|
|
||||
|
Expected return on plan assets
|
(7.8
|
)
|
|
(10.1
|
)
|
|
—
|
|
|
—
|
|
||||
|
Amortization of actuarial loss
|
2.1
|
|
|
2.0
|
|
|
—
|
|
|
—
|
|
||||
|
|
(0.4
|
)
|
|
(0.7
|
)
|
|
0.1
|
|
|
0.1
|
|
||||
|
Portion allocated to Revlon Holdings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
$
|
(0.4
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
Net periodic benefit (income) costs:
|
|
|
|
||||
|
Cost of sales
|
$
|
(0.8
|
)
|
|
$
|
(1.0
|
)
|
|
Selling, general and administrative expense
|
0.5
|
|
|
0.4
|
|
||
|
|
$
|
(0.3
|
)
|
|
$
|
(0.6
|
)
|
|
|
Foreign Currency Translation
|
|
Actuarial (Loss) Gain on Post-retirement Benefits
|
|
Deferred Gain (Loss) - Hedging
|
|
Other
|
|
Accumulated Other Comprehensive Loss
|
||||||||||
|
Balance at December 31, 2015
|
$
|
(23.5
|
)
|
|
$
|
(217.7
|
)
|
|
$
|
(3.8
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(245.3
|
)
|
|
Currency translation adjustment, net of tax of $0.1 million
|
$
|
2.7
|
|
|
|
|
|
|
|
|
|
|
|
2.7
|
|
||||
|
Amortization of pension related costs, net of tax of $0.3 million
(a)
|
|
|
|
$
|
1.8
|
|
|
|
|
|
|
|
|
1.8
|
|
||||
|
Revaluation of derivative financial instrument, net of amounts reclassified into earnings and tax benefit of $0.5 million
(b)
|
|
|
|
|
|
|
$
|
(0.9
|
)
|
|
|
|
|
(0.9
|
)
|
||||
|
Other comprehensive loss
|
2.7
|
|
|
1.8
|
|
|
(0.9
|
)
|
|
—
|
|
|
3.6
|
|
|||||
|
Balance at March 31, 2016
|
$
|
(20.8
|
)
|
|
$
|
(215.9
|
)
|
|
$
|
(4.7
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(241.7
|
)
|
|
(a)
|
Amounts represent the change in accumulated other comprehensive loss as a result of the amortization of actuarial losses (gains) arising during each year related to the Company’s pension and other post-retirement plans. See Note 11, “Pension and Post-retirement Benefits,” for further discussion of the Company’s pension and other post-retirement plans.
|
|
(b)
|
For the
three months ended March 31, 2016
, the Company's 2013 Interest Rate Swap was deemed effective and therefore, the changes in fair value related to the 2013 Interest Rate Swap were recorded in other comprehensive income (loss). See Note 10, "Financial Instruments," for further discussion of the 2013 Interest Rate Swap.
|
|
|
|
2013
Interest Rate Swap
|
||
|
Beginning accumulated losses at December 31, 2015
|
|
(3.8
|
)
|
|
|
Reclassifications into earnings (net of $0.4 million tax expense)
(a)
|
|
0.7
|
|
|
|
Change in fair value (net of $0.9 million tax benefit)
|
|
(1.6
|
)
|
|
|
Ending accumulated losses at March 31, 2016
|
|
$
|
(4.7
|
)
|
|
(a)
|
Reclassified to interest expense.
|
|
•
|
Consumer
- The Consumer segment is comprised of the Company's consumer brands, which primarily include
Revlon
,
Almay
,
SinfulColors
and
Pure Ice
in color cosmetics;
Revlon ColorSilk
in women’s hair color;
Revlon
in beauty tools; and
Mitchum
in anti-perspirant deodorants. The Company’s principal customers for its consumer products include large volume retailers, chain drug and food stores, chemist shops, hypermarkets, general merchandise stores, the Internet/e-commerce, television shopping, department stores, one-stop shopping beauty retailers, specialty cosmetics stores and perfumeries in the U.S. and internationally. The Consumer segment also includes a skincare line under the
Natural Honey
brand and a hair color line under the
Llongueras
brand sold to large volume retailers and other retailers, primarily in Spain, which were acquired as part of the Colomer Acquisition. In October 2015, the Company acquired the U.S. Cutex business and related assets. The results of operations relating to the sales of
Cutex
nail care products are included within the Consumer segment.
|
|
•
|
Professional
- The Professional segment is comprised primarily of the brands which the Company acquired in the Colomer Acquisition, which include
Revlon Professional
in hair color and hair care;
CND
-branded products
in nail polishes and nail enhancements; and
American Crew
in men’s grooming products, all of which are sold worldwide to professional salons. The Company’s principal customers for its professional products include hair and nail salons and distributors to professional salons in the U.S. and internationally. The Professional segment also includes a multi-cultural line consisting of
Creme of Nature
hair care products sold to large volume retailers, other retailers and professional salons, primarily in the U.S.
|
|
•
|
Other
- The Other segment primarily includes CBB's operating results and related purchase accounting for the Company's April 2015 CBB Acquisition. CBB develops, manufactures, markets and distributes fragrances and other beauty products under various celebrity, lifestyle and fashion brands licensed from third parties, principally through department stores and selective distribution in international territories. The results included within the Other segment are not material to the Company's consolidated results of operations.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
Segment Net Sales:
|
|
|
|
||||
|
Consumer
|
$
|
320.0
|
|
|
$
|
324.3
|
|
|
Professional
|
115.1
|
|
|
114.2
|
|
||
|
Other
|
4.5
|
|
|
—
|
|
||
|
Total
|
$
|
439.6
|
|
|
$
|
438.5
|
|
|
|
|
|
|
||||
|
Segment Profit:
|
|
|
|
||||
|
Consumer
|
$
|
58.4
|
|
|
$
|
62.2
|
|
|
Professional
|
25.6
|
|
|
29.2
|
|
||
|
Other
|
(0.9
|
)
|
|
—
|
|
||
|
Total
|
$
|
83.1
|
|
|
$
|
91.4
|
|
|
|
|
|
|
||||
|
Reconciliation:
|
|
|
|
||||
|
Segment Profit
|
$
|
83.1
|
|
|
$
|
91.4
|
|
|
Less:
|
|
|
|
||||
|
Unallocated corporate expenses
|
16.5
|
|
|
17.1
|
|
||
|
Depreciation and amortization
|
25.9
|
|
|
25.6
|
|
||
|
Non-cash stock compensation expense
|
2.2
|
|
|
1.6
|
|
||
|
Non-Operating items:
|
|
|
|
||||
|
Restructuring and related charges
|
1.3
|
|
|
0.7
|
|
||
|
Acquisition and integration costs
|
0.5
|
|
|
1.2
|
|
||
|
Deferred Compensation related to CBB Acquisition
|
0.9
|
|
|
—
|
|
||
|
Operating Income
|
35.8
|
|
|
45.2
|
|
||
|
Less:
|
|
|
|
||||
|
Interest Expense
|
21.0
|
|
|
20.0
|
|
||
|
Amortization of debt issuance costs
|
1.5
|
|
|
1.4
|
|
||
|
Foreign currency losses (gains), net
|
(3.4
|
)
|
|
15.9
|
|
||
|
Miscellaneous, net
|
0.3
|
|
|
—
|
|
||
|
Income from continuing operations before income taxes
|
$
|
16.4
|
|
|
$
|
7.9
|
|
|
|
Three Months Ended March 31,
|
||||||||||
|
|
2016
|
|
2015
|
||||||||
|
Geographic area:
|
|
|
|
|
|
|
|
||||
|
Net sales:
|
|
|
|
|
|
|
|
||||
|
United States
|
$
|
247.7
|
|
|
56%
|
|
$
|
244.4
|
|
|
56%
|
|
Outside of the United States
|
191.9
|
|
|
44%
|
|
194.1
|
|
|
44%
|
||
|
|
$
|
439.6
|
|
|
|
|
$
|
438.5
|
|
|
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||
|
Long-lived assets, net:
|
|
|
|
|
|
|
|||||
|
United States
|
$
|
849.8
|
|
|
78%
|
|
$
|
854.7
|
|
|
79%
|
|
Outside of the United States
|
238.0
|
|
|
22%
|
|
232.4
|
|
|
21%
|
||
|
|
$
|
1,087.8
|
|
|
|
$
|
1,087.1
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||||||
|
|
2016
|
|
2015
|
||||||||
|
Classes of similar products:
|
|
|
|
|
|
|
|
||||
|
Net sales:
|
|
|
|
|
|
|
|
||||
|
Color cosmetics
|
$
|
224.3
|
|
|
51%
|
|
$
|
239.5
|
|
|
55%
|
|
Hair care
|
132.1
|
|
|
30%
|
|
126.9
|
|
|
29%
|
||
|
Beauty care and fragrance
|
83.2
|
|
|
19%
|
|
72.1
|
|
|
16%
|
||
|
|
$
|
439.6
|
|
|
|
|
$
|
438.5
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
Numerator:
|
|
|
|
||||
|
Income (loss) from continuing operations, net of taxes
|
$
|
10.6
|
|
|
$
|
(0.8
|
)
|
|
Income (loss) from discontinued operations, net of taxes
|
0.4
|
|
|
(0.1
|
)
|
||
|
Net income (loss)
|
$
|
11.0
|
|
|
$
|
(0.9
|
)
|
|
Denominator:
|
|
|
|
||||
|
Weighted average common shares outstanding – Basic
|
52,482,413
|
|
|
52,386,223
|
|
||
|
Effect of dilutive restricted stock
|
167,350
|
|
|
—
|
|
||
|
Weighted average common shares outstanding – Diluted
|
52,649,763
|
|
|
52,386,223
|
|
||
|
Basic earnings (loss) per common share:
|
|
|
|
||||
|
Continuing operations
|
$
|
0.20
|
|
|
$
|
(0.02
|
)
|
|
Discontinued operations
|
0.01
|
|
|
—
|
|
||
|
Net income (loss)
|
$
|
0.21
|
|
|
$
|
(0.02
|
)
|
|
Diluted earnings (loss) per common share:
|
|
|
|
||||
|
Continuing operations
|
$
|
0.20
|
|
|
$
|
(0.02
|
)
|
|
Discontinued operations
|
0.01
|
|
|
—
|
|
||
|
Net income (loss)
|
$
|
0.21
|
|
|
$
|
(0.02
|
)
|
|
1.
|
Manage financial drivers for value creation.
Gross profit margin expansion, which includes optimizing price, allocating sales allowances to maximize our return on trade spending and reducing costs across our global supply chain. In addition, we are focused on eliminating non-value added general and administrative costs in order to fund reinvestment to facilitate growth.
|
|
2.
|
Grow profitability through intensive innovation and geographical expansion.
Creating fewer, bigger and better innovations across our brands that are relevant, unique, impactful, distinctive and ownable. We are also focused on pursuing organic growth opportunities within our existing brand portfolio and existing channels, and pursuing opportunities to expand our geographical presence.
|
|
3.
|
Improve cash flow.
Improving our cash flows through, among other things, continued effective management of our working capital and by focusing on appropriate return on capital spending.
|
|
4.
|
People.
Attracting, developing and supporting employees who fit into our innovative culture and inspire the creative drive that represents the foundation of our vision and execution of our strategy.
|
|
•
|
$19.3 million
of favorable variance in foreign currency (gains) losses, net, as a result of $3.4 million in foreign currency gains recognized during the first quarter of 2016, compared to
$15.9 million
in foreign currency losses, net, recognized during the first quarter of 2015; and
|
|
•
|
a
$2.9 million
decrease in the provision for income taxes recognized in the first quarter of 2016, primarily due to the phasing of the annual tax provision in relation to pre-tax income;
|
|
•
|
$10.5 million
of lower gross profit in the three months ended March 31, 2016, primarily due to an $11.6 million increase in cost of sales.
|
|
•
|
The Consumer segment is comprised of the Company's consumer brands, which primarily include
Revlon
,
Almay
,
SinfulColors
and
Pure Ice
in color cosmetics;
Revlon ColorSilk
in women’s hair color;
Revlon
in beauty tools; and
Mitchum
in anti-perspirant deodorants. The Company’s principal customers for its consumer products include large volume retailers, chain drug and food stores, chemist shops, hypermarkets, general merchandise stores, the Internet/e-commerce, television shopping, department stores, one-stop shopping beauty retailers, specialty cosmetics stores and perfumeries in the U.S. and internationally. The Consumer segment also includes a skincare line under the
Natural Honey
brand and a hair color line under the
Llongueras
brand sold to large volume retailers and other retailers, primarily in Spain, which were acquired as part of the Colomer Acquisition. In October 2015, the Company acquired the U.S. Cutex business and related assets. The results of operations relating to the sales of
Cutex
nail care products are included within the Consumer segment.
|
|
•
|
The Professional segment is comprised primarily of the Company's professional brands, which include
Revlon Professional
in hair color and hair care;
CND
-
branded products
in nail polishes and nail enhancements; and
American Crew
in men’s grooming products, all of which are sold worldwide to professional salons. The Company’s principal customers for its professional products include hair and nail salons and distributors to professional salons in the U.S. and internationally. The Professional segment also includes a multi-cultural hair care line consisting of
Creme of Nature
hair care products sold to professional salons, large volume retailers and other retailers, primarily in the U.S.
|
|
•
|
The Other segment primarily includes CBB's operating results and related purchase accounting for the CBB Acquisition. CBB develops, manufactures, markets and distributes fragrances and other beauty products under various celebrity, lifestyle and fashion brands licensed from third parties, principally through department stores and selective distribution in international territories. The results included within the Other segment are not material to the Company's consolidated results of operations.
|
|
|
Net Sales
|
|
Segment Profit
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||
|
|
Three Months Ended March 31,
|
|
Change
|
|
XFX Change
(a)
|
|
Three Months Ended March 31,
|
|
Change
|
|
XFX Change
(a)
|
|||||||||||||||||||||||||||||||||
|
|
2016
|
|
2015
|
|
$
|
|
%
|
|
$
|
|
%
|
|
2016
|
|
2015
|
|
$
|
|
%
|
|
$
|
|
%
|
|||||||||||||||||||||
|
Consumer
|
$
|
320.0
|
|
|
$
|
324.3
|
|
|
$
|
(4.3
|
)
|
|
(1.3
|
)%
|
|
$
|
8.1
|
|
|
2.5
|
%
|
|
$
|
58.4
|
|
|
$
|
62.2
|
|
|
$
|
(3.8
|
)
|
|
(6.1
|
)%
|
|
$
|
(2.9
|
)
|
|
(4.7
|
)%
|
|
|
Professional
|
115.1
|
|
|
114.2
|
|
|
0.9
|
|
|
0.8
|
%
|
|
3.1
|
|
|
2.7
|
%
|
|
25.6
|
|
|
29.2
|
|
|
(3.6
|
)
|
|
(12.3
|
)%
|
|
(3.7
|
)
|
|
(12.7
|
)%
|
|||||||||
|
Other
|
4.5
|
|
—
|
|
—
|
|
|
4.5
|
|
|
N.M.
|
|
|
4.5
|
|
|
N.M.
|
|
|
(0.9
|
)
|
|
—
|
|
|
(0.9
|
)
|
|
N.M.
|
|
|
(0.9
|
)
|
|
N.M.
|
|
||||||||
|
Total
|
$
|
439.6
|
|
|
$
|
438.5
|
|
|
$
|
1.1
|
|
|
0.3
|
%
|
|
$
|
15.7
|
|
|
3.6
|
%
|
|
$
|
83.1
|
|
|
$
|
91.4
|
|
|
$
|
(8.3
|
)
|
|
(9.1
|
)%
|
|
$
|
(7.5
|
)
|
|
(8.2
|
)%
|
|
|
|
Three Months Ended March 31,
|
|
Change
|
|
XFX Change
(a)
|
||||||||||||||||
|
|
2016
|
|
2015
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
|
Consumer
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
United States
|
$
|
200.5
|
|
|
$
|
201.6
|
|
|
$
|
(1.1
|
)
|
|
(0.5
|
)%
|
|
$
|
(1.1
|
)
|
|
(0.5
|
)%
|
|
International
|
119.5
|
|
|
122.7
|
|
|
(3.2
|
)
|
|
(2.6
|
)%
|
|
9.2
|
|
|
7.5
|
%
|
||||
|
Professional
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
United States
|
$
|
47.2
|
|
|
$
|
42.8
|
|
|
$
|
4.4
|
|
|
10.3
|
%
|
|
$
|
4.4
|
|
|
10.3
|
%
|
|
International
|
67.9
|
|
|
71.4
|
|
|
(3.5
|
)
|
|
(4.9
|
)%
|
|
(1.3
|
)
|
|
(1.8
|
)%
|
||||
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
United States
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
N.M.
|
|
|
$
|
—
|
|
|
N.M.
|
|
|
International
|
4.5
|
|
|
—
|
|
|
4.5
|
|
|
N.M.
|
|
|
4.5
|
|
|
N.M.
|
|
||||
|
Total Net Sales
|
$
|
439.6
|
|
|
$
|
438.5
|
|
|
$
|
1.1
|
|
|
0.3
|
%
|
|
$
|
15.7
|
|
|
3.6
|
%
|
|
|
Three Months Ended March 31,
|
|
Change
|
||||||||
|
|
2016
|
|
2015
|
|
2016 vs. 2015
|
||||||
|
Gross profit
|
$
|
285.7
|
|
|
$
|
296.2
|
|
|
$
|
(10.5
|
)
|
|
Percentage of net sales
|
65.0
|
%
|
|
67.5
|
%
|
|
(2.6
|
)%
|
|||
|
•
|
unfavorable foreign currency fluctuations, which decreased gross profit by $12.4 million and decreased gross profit as a percentage of net sales by 1.1 percentage points;
|
|
•
|
unfavorable product mix, which decreased gross profit by $6.8 million and decreased gross profit as a percentage of net sales by 0.6 percentage points;
|
|
•
|
higher promotional allowances, which decreased gross profit by $5.0 million and decreased gross profit as a percentage of net sales by 0.4 percentage points; and
|
|
•
|
higher sales returns and markdowns, which decreased gross profit by $3.3 million and decreased gross profit as a percentage of net sales by 0.3 percentage points;
|
|
•
|
favorable volume, which increased gross profit by $17.6 million, with no impact on gross profit as a percentage of net sales.
|
|
|
Three Months Ended March 31,
|
|
Change
|
||||||||
|
|
2016
|
|
2015
|
|
2016 vs. 2015
|
||||||
|
SG&A expenses
|
$
|
248.1
|
|
|
$
|
249.3
|
|
|
$
|
(1.2
|
)
|
|
•
|
$7.5 million of favorable impacts due to foreign currency fluctuations in the first quarter
2016
; and
|
|
•
|
a $4.1 million decrease in brand support expenses, primarily within the Consumer segment;
|
|
•
|
$9.4 million of higher general and administrative expenses in 2016, primarily due to a $3.0 million gain recognized in the first quarter of 2015 on the sale of certain non-core assets and $2.1 million in expenses in the first quarter of 2016 related to CBB's operations, which business was acquired in April 2015.
|
|
|
Three Months Ended March 31,
|
|
Change
|
||||||||
|
|
2016
|
|
2015
|
|
2016 vs. 2015
|
||||||
|
Restructuring charges and other, net
|
$
|
1.3
|
|
|
$
|
0.5
|
|
|
$
|
0.8
|
|
|
|
Three Months Ended March 31,
|
|
Change
|
||||||||
|
|
2016
|
|
2015
|
|
2016 vs. 2015
|
||||||
|
Interest expense
|
$
|
21.0
|
|
|
$
|
20.0
|
|
|
$
|
1.0
|
|
|
|
Three Months Ended March 31,
|
|
Change
|
||||||||
|
|
2016
|
|
2015
|
|
2016 vs. 2015
|
||||||
|
Foreign currency (gains) losses, net
|
$
|
(3.4
|
)
|
|
$
|
15.9
|
|
|
$
|
19.3
|
|
|
•
|
the favorable impact of the revaluation of certain U.S. Dollar and foreign currency denominated intercompany payables during the first quarter of
2016
, as compared to the first quarter of
2015
; and
|
|
•
|
a $1.9 million foreign currency loss recognized in the first quarter of 2015 as a result of the re-measurement of Revlon Venezuela’s balance sheet from Venezuela's March 2015 currency devaluation.
|
|
|
Three Months Ended March 31,
|
|
Change
|
||||||||
|
|
2016
|
|
2015
|
|
2016 vs. 2015
|
||||||
|
Provision for income taxes
|
$
|
5.8
|
|
|
$
|
8.7
|
|
|
$
|
(2.9
|
)
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
Net cash used in operating activities
|
$
|
(102.4
|
)
|
|
$
|
(25.6
|
)
|
|
Net cash used in investing activities
|
(7.0
|
)
|
|
(7.9
|
)
|
||
|
Net cash used in financing activities
|
(36.4
|
)
|
|
(25.8
|
)
|
||
|
Effect of exchange rate changes on cash and cash equivalents
|
1.1
|
|
|
(7.8
|
)
|
||
|
•
|
a
$23.2 million
required excess cash flow prepayment made under the Amended Term Loan Facility; and
|
|
•
|
$1.7 million of scheduled amortization payments on the Acquisition Term Loan; and
|
|
•
|
a
$10.6 million
decrease in short-term borrowings and overdraft.
|
|
•
|
a $24.6 million prepayment made under the Amended Term Loan Facility; and
|
|
•
|
$1.7 million of scheduled amortization payments on the Acquisition Term Loan.
|
|
|
Expected Maturity Date for the year ended December 31,
|
|
|
|||||||||||||||||||||||||||||
|
|
(dollars in millions, except for rate information)
|
|
|
|||||||||||||||||||||||||||||
|
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
|
Fair Value March 31, 2016
|
||||||||||||||||
|
Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Short-term variable rate (various currencies)
|
|
$
|
9.9
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
9.9
|
|
|
$
|
9.9
|
|
||||||||||
|
Average interest rate
(a)
|
|
3.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Short-term fixed rate (third party - EUR)
|
|
$
|
1.9
|
|
|
|
|
|
|
|
|
|
|
|
|
1.9
|
|
|
$
|
1.9
|
|
|||||||||||
|
Average interest rate
|
|
11.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Long-term fixed rate – third party (USD)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
500.0
|
|
|
500.0
|
|
|
$
|
511.3
|
|
|||||||||||
|
Average interest rate
|
|
|
|
|
|
|
|
|
|
|
|
5.75
|
%
|
|
|
|
|
|||||||||||||||
|
Long-term fixed rate – third party (EUR)
|
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
0.1
|
|
|
0.6
|
|
|
$
|
0.6
|
|
|||
|
Average interest rate
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
|
|
|
||||||||||
|
Long-term variable rate – third party (USD)
(b)
|
|
5.1
|
|
|
$
|
658.2
|
|
|
6.8
|
|
|
641.6
|
|
|
|
|
|
|
1,311.7
|
|
|
$
|
1,310.9
|
|
||||||||
|
Average interest rate
(a)(c)
|
|
4.0
|
%
|
|
3.3
|
%
|
|
4.1
|
%
|
|
4.5
|
%
|
|
|
|
|
|
|
|
|
||||||||||||
|
Total debt
|
|
$
|
17.0
|
|
|
$
|
658.3
|
|
|
$
|
6.9
|
|
|
$
|
641.7
|
|
|
$
|
0.1
|
|
|
$
|
500.1
|
|
|
$
|
1,824.1
|
|
|
$
|
1,834.6
|
|
|
(a)
|
Weighted average variable rates are based upon implied forward rates from the U.S. Dollar LIBOR and Euribor yield curves at
March 31, 2016
.
|
|
(b)
|
Includes total quarterly amortization payments required within each year under the Acquisition Term Loan.
|
|
(c)
|
At
March 31, 2016
, the Acquisition Term Loan bears interest at the Eurodollar Rate (as defined in the Amended Term Loan Agreement) plus 3.00% per annum (with the Eurodollar Rate not to be less than 1.00%). The 2011 Term Loan bears interest at the Eurodollar Rate plus 2.5% per annum (with the Eurodollar Rate not to be less than 0.75%).
|
|
Forward Contracts (“FC”)
|
|
Average Contractual Rate
$/FC
|
|
Original U.S. Dollar Notional Amount
|
|
Contract Value
March 31, 2016
|
|
Asset (Liability) Fair Value March 31, 2016
|
||||||
|
Sell British Pound/Buy USD
|
|
1.4887
|
|
$
|
22.6
|
|
|
$
|
23.4
|
|
|
$
|
0.8
|
|
|
Buy Mexican Peso/Sell USD
|
|
0.0570
|
|
13.0
|
|
|
13.1
|
|
|
0.1
|
|
|||
|
Sell Canadian Dollars/Buy USD
|
|
0.7472
|
|
12.9
|
|
|
12.5
|
|
|
(0.4
|
)
|
|||
|
Sell Australian Dollars/Buy USD
|
|
0.7220
|
|
11.9
|
|
|
11.2
|
|
|
(0.7
|
)
|
|||
|
Sell Japanese Yen/Buy USD
|
|
0.0086
|
|
5.3
|
|
|
5.1
|
|
|
(0.2
|
)
|
|||
|
Sell South African Rand/Buy USD
|
|
0.0632
|
|
4.6
|
|
|
4.4
|
|
|
(0.2
|
)
|
|||
|
Buy Australian Dollars/Sell NZ dollars
|
|
1.0962
|
|
3.0
|
|
|
3.0
|
|
|
—
|
|
|||
|
Sell New Zealand Dollars/Buy USD
|
|
0.6575
|
|
0.8
|
|
|
0.8
|
|
|
—
|
|
|||
|
Total forward contracts
|
|
|
|
$
|
74.1
|
|
|
$
|
73.5
|
|
|
$
|
(0.6
|
)
|
|
(i)
|
the Company's future financial performance;
|
|
(ii)
|
the effect on sales of decreased consumer spending in response to weak economic conditions or weakness in the consumption of beauty care products in the Consumer, Professional and/or Other segments; adverse changes in foreign currency exchange rates, foreign currency controls and/or government-mandated pricing controls; decreased sales of the Company’s products as a result of increased competitive activities by the Company’s competitors and/or decreased performance by third party suppliers, changes in consumer purchasing habits, including with respect to retailer preferences and/or among professional salons; inventory management by the Company's customers; space reconfigurations or reductions in display space by the Company's customers; changes in pricing, marketing, advertising and/or promotional strategies by the Company's customers; less than anticipated results from the Company’s existing or new products or from its advertising, promotional, pricing and/or marketing plans; or if the Company’s expenses, including, without limitation, for pension expense under its benefit plans, acquisition-related integration costs, costs related to litigation, advertising, promotional and marketing activities, or for sales returns related to any reduction of space by the Company's customers, product discontinuances or otherwise, exceed the anticipated level of expenses;
|
|
(iii)
|
the Company's belief that the continued execution of its business strategy could include taking advantage of additional opportunities to reposition, repackage or reformulate one or more brands or product lines, launching additional new products, acquiring businesses or brands, (including through licensing transactions, if any), divesting or discontinuing non-core business lines (which may include exiting certain territories), further refining its approach to retail merchandising and/or taking further actions to optimize its manufacturing, sourcing and organizational size and structure, including optimizing the Colomer Acquisition and/or the CBB Acquisition and related non-restructuring costs, any of which, the intended purpose of which would be to create value through improving the Company's financial performance, could result in the Company making investments and/or recognizing charges related to executing against such opportunities, which activities may be funded with cash on hand, funds available under the Amended Revolving Credit Facility and/or other permitted additional sources of capital, which actions could increase the Company’s total debt;
|
|
(iv)
|
the Company’s vision to establish Revlon as the quintessential and most innovative beauty company in the world by offering products that make consumers feel attractive and beautiful and to inspire its consumers to express themselves boldly and confidently; and the Company's expectations regarding its strategic goal to optimize the market and financial performance of its portfolio of brands and assets by: (a) managing financial drivers for value creation through gross profit margin expansion, which includes optimizing price, allocating sales allowances to maximize our return on trade spending, reducing costs across our global supply chain and eliminating non-value added general and administrative costs in order to fund reinvestment to facilitate growth; (b) growing profitability through intensive innovation and geographical expansion by creating fewer, bigger and better innovations across our brands that are relevant, unique, impactful, distinctive and ownable; pursuing organic growth opportunities within our existing brand portfolio and among our existing retailers; and pursuing opportunities to expand our geographical presence; (c) improving our cash flows through, among other things, continued effective management of our working capital and by focusing on appropriate return on capital spending; and (d) attracting, developing and supporting employees who fit into our innovative culture and inspire the creative drive that represents the foundation of our vision and execution of our strategy;
|
|
(v)
|
the effect of restructuring activities, restructuring costs and charges, the timing of restructuring payments and the benefits from such activities; including, without limitation, the Company’s expectation (a) that the 2015 Efficiency Program will drive certain organizational efficiencies across the Company's Consumer and Professional segments and reduce general and administrative expenses within the Consumer and Professional segments; (b) that the Company will recognize a total of approximately
$11.8 million
of restructuring and related charges for the 2015 Efficiency Program by the end of 2017; (c) that cash payments related to the 2015 Efficiency Program will total approximately
$12.0 million
, including
$0.2 million
for capital expenditures (which capital expenditures are excluded from total restructuring and related charges expected to be recognized for the 2015 Efficiency Program), of which
$7.5 million
is expected to be paid in the remainder of 2016, with the remaining balance expected to be paid in 2017; and (d) that approximately
$9 million
of cost reductions from the 2015 Efficiency Program are expected to benefit 2016 results and that annualized cost reductions thereafter are expected to be approximately $10 million to $15 million by the end of 2018;
|
|
(vi)
|
the Company’s expectation that operating revenues, cash on hand and funds available for borrowing under Products Corporation's Amended Revolving Credit Facility and other permitted lines of credit will be sufficient to enable the Company to cover its operating expenses for 2016, including the cash requirements referred to in item (viii) below, and the Company's beliefs that (a) the cash generated by its domestic operations and availability under the Amended Revolving Credit Facility and other permitted lines of credit should be sufficient to meet its domestic liquidity needs for at least the next 12 months, and (b) restrictions or taxes on repatriation of foreign earnings will not have a material effect on the Company's liquidity during such period;
|
|
(vii)
|
the Company’s expected principal sources of funds, including operating revenues, cash on hand and funds available for borrowing under Products Corporation's Amended Revolving Credit Facility and other permitted lines of credit, as well as the availability of funds from the Company taking certain measures, including, among other things, reducing discretionary spending;
|
|
(viii)
|
the Company's expected principal uses of funds, including amounts required for the payment of operating expenses, including expenses in connection with the continued execution of the Company’s business strategy; payments in connection with the Company's purchases of permanent wall displays; capital expenditure requirements; debt service payments and costs, cash tax payments, pension and other post-retirement benefit plan contributions; payments in connection with the Company's restructuring programs; business and/or brand acquisitions (including through licensing transactions, if any); severance not otherwise included in the Company’s restructuring programs; debt and/or equity repurchases, if any; costs related to litigation; and payments in connection with discontinuing non-core business lines and/or exiting certain territories (including, without limitation, that the Company may also, from time to time, seek to retire or purchase its outstanding debt obligations and/or equity in open market purchases, in privately negotiated transactions or otherwise and may seek to refinance some or all of its indebtedness based upon market conditions and that any retirement or purchase of debt and/or equity may be funded with operating cash flows of the business or other sources and will depend upon prevailing market conditions, liquidity requirements, contractual restrictions and other factors, and the amounts involved may be material); and its estimates of the amount and timing of such operating and other expenses;
|
|
(ix)
|
matters concerning the Company's market-risk sensitive instruments, as well as the Company’s expectations as to the counterparty’s performance, including that any risk of loss under its derivative instruments arising from any non-performance by any of the counterparties is remote;
|
|
(x)
|
the Company's expectation to efficiently manage its working capital, including, among other things, initiatives intended to optimize inventory levels over time; centralized procurement to secure discounts and efficiencies; prudent management of trade receivables and accounts payable; and controls on general and administrative spending; and the Company’s belief that in the ordinary course of business, its source or use of cash from operating activities may vary on a quarterly basis as a result of a number of factors, including the timing of working capital flows;
|
|
(xi)
|
the Company’s expectations regarding its future net periodic benefit cost for its U.S. and international defined benefit plans;
|
|
(xii)
|
the Company's expectation that its tax provision and effective tax rate in any individual quarter and year-to-date period will vary and may not be indicative of the Company's tax provision and effective tax rate for the full year;
|
|
(xiii)
|
the Company’s belief that while the outcome of all pending legal proceedings in the aggregate is not reasonably likely to have a material adverse effect on the Company’s business, financial condition and/or its results of operations, in light of the uncertainties involved in legal proceedings generally, the ultimate outcome of a particular matter could be material to the Company’s operating results for a particular period depending on, among other things, the size of the loss or the nature of the liability imposed and the level of the Company’s income for that particular period; and
|
|
(xiv)
|
certain estimates used by management in estimating the fair value of the assets acquired in the CBB Acquisition.
|
|
(i)
|
unanticipated circumstances or results affecting the Company's financial performance, including decreased consumer spending in response to weak economic conditions or weakness in the consumption of beauty care products in the Consumer, Professional and/or Other segments; adverse changes in foreign currency exchange rates, foreign currency controls and/or government-mandated pricing controls; decreased sales of the Company's products as a result of increased competitive activities by the Company's competitors and/or decreased performance by third party suppliers; changes in consumer preferences, such as reduced consumer demand for the Company's color cosmetics and other current products, including new product launches; changes in consumer purchasing habits, including with respect to retailer preferences and/or among professional salons; lower than expected customer acceptance or consumer acceptance of, or less than anticipated results from, the Company’s existing or new products; higher than expected restructuring costs and/or acquisition-related integration costs; higher than expected pension expense and/or cash contributions under its benefit plans, costs related to litigation, advertising, promotional and/or marketing expenses or lower than expected results from the Company’s advertising, promotional, pricing and/or marketing plans; higher than expected sales returns related to any reduction of space by the Company's customers, product discontinuances or otherwise or decreased sales of the Company’s existing or new products; actions by the Company’s customers, such as inventory management and greater than anticipated space reconfigurations or reductions in display space and/or product discontinuances or a greater than expected impact from pricing, marketing, advertising and/or promotional strategies by the Company's customers; and changes in the competitive environment and actions by the Company's competitors, including, among other things, business combinations, technological breakthroughs, implementation of new pricing strategies, new product offerings, increased advertising, promotional and marketing spending and advertising, promotional and/or marketing successes by competitors;
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(ii)
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in addition to the items discussed in (i) above, the effects of and changes in economic conditions (such as continued volatility in the financial markets, inflation, monetary conditions and foreign currency fluctuations, foreign currency controls and/or government-mandated pricing controls, as well as in trade, monetary, fiscal and tax policies in international markets) and political conditions (such as military actions and terrorist activities);
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(iii)
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unanticipated costs or difficulties or delays in completing projects associated with the continued execution of the Company’s business strategy or lower than expected revenues or the inability to create value through improving our financial performance as a result of such strategy, including lower than expected sales, or higher than expected costs, including as may arise from any additional repositioning, repackaging or reformulating of one or more brands or product lines, launching of new product lines, including higher than expected expenses, including for sales returns, for launching its new products, acquiring businesses or brands (including through licensing transactions, if any), divesting or discontinuing non-core business lines (which may include exiting certain territories), further refining its approach to retail merchandising and/or difficulties, delays or increased costs in connection with taking further actions to optimize the Company’s manufacturing, sourcing, supply chain or organizational size and structure, including optimizing the Colomer Acquisition and/or the CBB Acquisition, as well as the unavailability of cash on hand and/or funds under the Amended Revolving Credit Facility or from other permitted additional sources of capital to fund such potential activities;
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(iv)
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difficulties, delays in or less than expected results from the Company’s efforts to optimize the market and financial performance of its portfolio of brands and assets due to, among other things, less than effective product development, less than expected acceptance of its new or existing products by consumers, salon professionals and/or customers in the Consumer, Professional and/or Other segments, less than expected acceptance of its advertising, promotional, pricing and/or marketing plans and/or brand communication by consumers, salon professionals and/or customers in the Consumer, Professional and/or Other segments, less than expected investment in advertising, promotional and/or marketing activities or greater than expected competitive investment, less than expected levels of advertising, promotional and/or marketing activities for its new product launches and/or less than expected levels of execution with its customers in the Consumer, Professional and/or Other segments or higher than expected costs and expenses, as well as due to: (i) difficulties, delays in or less than expected results from the Company’s efforts to manage financial drivers for value creation, such as due to higher than expected costs; (ii) difficulties, delays in or less than expected results from the Company’s efforts to grow profitability through intensive innovation and geographical expansion, such as less than effective product development and/or difficulties, delays in and/or the Company's inability to consummate transactions to expand its geographical presence; (iii) difficulties, delays in or less than expected results from the Company's efforts to improve its cash flow; and/or (iv) difficulties, delays in and/or the inability to attract or retain employees essential to the execution of its strategy;
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(v)
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difficulties, delays or unanticipated costs or charges or less than expected cost reductions and other benefits resulting from the Company's restructuring activities, such as greater than anticipated costs or charges or less than anticipated cost reductions or other benefits from the 2015 Efficiency Program and/or the risk that such program may not satisfy the Company’s objectives;
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(vi)
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lower than expected operating revenues, cash on hand and/or funds available under the Amended Revolving Credit Facility and/or other permitted lines of credit or higher than anticipated operating expenses, such as referred to in clause (viii) below, and/or less than anticipated cash generated by the Company's domestic operations or unanticipated restrictions or taxes on repatriation of foreign earnings;
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(vii)
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the unavailability of funds under Products Corporation's Amended Revolving Credit Facility or other permitted lines of credit; or from difficulties, delays in or the Company's inability to take other measures, such as reducing discretionary spending;
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(viii)
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higher than expected operating expenses, sales returns, working capital expenses, permanent wall display costs, capital expenditures, debt service payments, cash tax payments, cash pension plan contributions, other post-retirement benefit plan contributions and/or net periodic benefit costs for the pension and other post-retirement benefit plans, restructuring costs, severance and discontinued operations not otherwise included in the Company’s restructuring programs, debt and/or equity repurchases, costs related to litigation and/or payments in connection with business and/or brand acquisitions (including through licensing transactions, if any), and discontinuing non-core business lines and/or exiting certain territories;
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(ix)
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interest rate or foreign exchange rate changes affecting the Company and its market-risk sensitive financial instruments and/or difficulties, delays or the inability of the counterparty to perform such transactions;
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(x)
|
difficulties, delays or the inability of the Company to efficiently manage its cash and working capital;
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(xi)
|
lower than expected returns on pension plan assets and/or lower discount rates, which could result in higher than expected cash contributions, higher net periodic benefit costs and/or less than expected net periodic benefit income;
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(xii)
|
unexpected significant variances in the Company's tax provision and effective tax rate;
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(xiii)
|
unexpected effects on the Company’s business, financial condition and/or its results of operations as a result of legal proceedings; and/or
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(xiv)
|
changes in the fair values of CBB's assets due to, among other things, unanticipated future performance of the acquired licenses.
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10.1
|
Employment Agreement, dated as of March 27, 2016, between the Company and Fabian T. Garcia (incorporated by reference to Exhibit 10.1 to Revlon, Inc.'s Form 8-K filed with the SEC on March 28, 2016 (the "March 2016 Form 8-K")).
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10.2
|
Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.2 to the March 2016 Form 8-K).
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10.3
|
Revlon Amended and Restated Executive Incentive Compensation Plan, dated March 24, 2016 (incorporated by reference to Exhibit 10.3 to the March 2016 Form 8-K).
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10.4
|
Employment Agreement, dated as of April 12, 2016, between the Company and Juan R. Figuereo (incorporated by reference to Exhibit 10.1 to Revlon, Inc.'s Form 8-K filed with the SEC on April 12, 2016).
|
|
10.5
|
Transition and Separation Agreement and Release dated March 1, 2016 between the Company and Lorenzo Delpani (incorporated by reference to Exhibit 10.1 to Revlon, Inc.'s Form 8-K filed with the SEC on March 4, 2016).
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|
10.6
|
Amendment, dated April 21, 2016, to the Transition and Separation Agreement and Release between the Company and Lorenzo Delpani (incorporated by reference to Exhibit 10.1 to Revlon, Inc.'s Form 8-K filed with the SEC on April 22, 2016).
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*31.1
|
Certification of Fabian T. Garcia, Chief Executive Officer, dated May 6, 2016, pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act.
|
|
*31.2
|
Certification of Juan R. Figuereo, Chief Financial Officer, dated May 6, 2016, pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act.
|
|
32.1 (furnished herewith)
|
Certification of Fabian T. Garcia, Chief Executive Officer, dated May 6, 2016, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
32.2 (furnished herewith)
|
Certification of Juan R. Figuereo, Chief Financial Officer, dated May 6, 2016, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
*101.INS
|
XBRL Instance Document
|
|
*101.SCH
|
XBRL Taxonomy Extension Schema
|
|
*101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
*101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
|
*101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
|
*101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
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Revlon, Inc.
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(Registrant)
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By: /s/ Fabian T. Garcia
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By: /s/ Juan R. Figuereo
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By: /s/ Siobhan Anderson
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Fabian T. Garcia
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Juan R. Figuereo
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Siobhan Anderson
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President,
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Executive Vice President and
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Senior Vice President,
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Chief Executive Officer and
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Chief Financial Officer
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Chief Accounting Officer,
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Director
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Corporate Controller, Treasurer
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and Investor Relations
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No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|