The Company operates in a single segment and manufactures, markets and sells an extensive array of cosmetics and skin care, fragrances and personal care products. In addition, the Company has a licensing group.
The Company has accelerated the implementation of the stabilization and growth phase of its three-part plan, which, following detailed evaluations and research, is based on the following key actions and investments: (i) increasing advertising and media spending and effectiveness; (ii) increasing the marketing effectiveness of the Company's wall displays, by among other things, reconfiguring wall displays at its existing retail customers, streamlining its product assortment and reconfiguring product placement on its wall displays and rolling out the new wall displays, which it began in 2002; (iii) selectively adjusting prices on certain SKUs; (iv) further strengthening the Company's new product development process; and (v) implementing a comprehensive program to develop and train the Company's employees.
For a discussion of the Company's critical accounting policies, see the Company's Annual Report on Form 10-K for the year ended December 31, 2002.
Net sales were $292.0 and $275.4 for the first quarters of 2003 and 2002, respectively, an increase of $16.6, or 6.0%, and an increase of 4.4% after excluding the impact of currency fluctuations.
Sales in the Company's international operations are divided by the Company into three geographic regions. In Europe, which is comprised of Europe and the Middle East, net sales increased by $4.6, or 18.4%, to $29.6 for the first quarter of 2003, as compared with the first quarter of 2002. The increase in the European region is primarily due to the impact of favorable currency fluctuations (which factor the Company estimates contributed to an approximate 15.5% increase in net sales for the region) and increased sales volume in the U.K. (which factor the Company estimates contributed to an approximate 9.1% increase in net sales for the region). Such factors were partially offset by lower sales volume in certain distributor markets in the European and Middle East region (which factor the Company estimates contributed to an approximate 5.1% reduction in net sales for the region).
In Latin America, which is comprised of Mexico, Central America and South America, net sales decreased by $6.6, or 28.9%, to $16.2 for the first quarter of 2003, as compared with the first quarter of 2002. The decrease in the Latin American region is primarily due to the impact of adverse currency fluctuations (which factor the Company estimates contributed to an approximate 19.3% reduction in net sales for the region), decreased sales volume in Brazil and Mexico (which factor the Company estimates
REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS—(Continued)
(dollars in millions, except per share data)
contributed to an approximate 18.3% reduction in net sales for the region), which was partially offset by increased sales volume in Venezuela, Argentina and certain distributor markets in Latin America (which factor the Company estimates contributed to an approximate 9.7% increase in net sales for the region).
In the Far East and Africa, net sales increased by $10.1, or 32.4%, to $41.3 for the first quarter of 2003, as compared with the first quarter of 2002. The increase in the Far East region is due to the impact of favorable currency fluctuations (which factor the Company estimates contributed to an approximate 17.7% increase in net sales for the region), and increased sales volume in South Africa, Japan, China, Hong Kong, Taiwan and certain distributor markets in the Far East (which factor the Company estimates contributed to an approximate 17.4% increase in net sales for the region).
Net sales in the Company's international operations may be adversely affected by weak economic conditions, political uncertainties, military actions, adverse currency fluctuations, and competitive activities. Severe Acute Respiratory Syndrome, or SARS, could have an adverse effect on the Company's results of operations in certain countries in its Far East region.
Gross profit
Gross profit was $180.5 for the first quarter of 2003, compared with $166.4 for the first quarter of 2002. As a percentage of net sales, gross profit margins were 61.8% for the first quarter of 2003, compared with 60.4% for the first quarter of 2002. The increase in gross profit margin in the first quarter of 2003 compared to the comparable 2002 period is primarily due to lower factory cost of sales, partially offset by higher sales returns and allowances of $4.0 primarily related to the stabilization and growth phase of the Company's plan, higher brand support of $3.6 and a decrease in other revenue of $0.6 in the first quarter of 2003.
SG&A expenses
SG&A expenses were $183.9 for the first quarter of 2003, compared with $166.4 for the first quarter of 2002. The increase in SG&A expenses for the first quarter of 2003, as compared to the first quarter of 2002, is due primarily to higher personnel-related expenses (including pension expense) and higher professional fees (including consulting expenses related to the stabilization and growth phase of the Company's plan) of $10.2, which were partially offset by the absence of executive separation costs in the first quarter of 2003, which were $6.5 in the first quarter of 2002, higher brand support of $5.4, higher depreciation expense of $1.7 (which includes accelerated amortization charges of $1.2 related to certain information systems as a result of the Company's decision to, among other things, upgrade its information systems), higher wall display amortization of $1.7 and higher distribution costs of $0.5.
Restructuring costs
During the third quarter of 2000, the Company initiated a new restructuring program in line with the original restructuring plan developed in late 1998, designed to improve profitability by reducing personnel and consolidating manufacturing facilities. The 2000 restructuring program focused on the Company's plans to close its manufacturing operations in Phoenix, Arizona and Mississauga, Canada and to consolidate its cosmetics production into its plant in Oxford, North Carolina. The 2000 restructuring program also includes the remaining obligation for excess leased real estate in the Company's headquarters, consolidation costs associated with the Company closing its facility in New Zealand, and the elimination of several domestic and international executive and operational positions, each of which were effected to reduce and streamline corporate overhead costs. During the first quarter of 2002, the Company continued to implement the 2000 restructuring program, as well as other restructuring actions, and recorded charges of $4.0, principally for additional employee severance and other personnel benefits, primarily resulting from reductions in the Company's worldwide sales force and relocation and other costs related to the consolidation of the Company's worldwide operations.
During the first quarter of 2003, the Company recorded charges of $0.5, principally for employee severance and other personnel benefits in certain Latin American operations.
19
REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS—(Continued)
(dollars in millions, except per share data)
The Company anticipates annualized savings of approximately $1 relating to the restructuring charges recorded during the first quarter of 2003.
Other expenses (income)
Interest expense was $41.4 for the first quarter of 2003, compared with $39.2 for the first quarter of 2002. The increase in interest expense for the first quarter of 2003, as compared to the first quarter of 2002, is primarily due to higher interest rates under the Credit Agreement, as a result of the amendment to the Credit Agreement in February 2003, and higher overall outstanding borrowings during the first quarter of 2003.
Provision for income taxes
The provision for income taxes was $0.9 for the first quarter of 2003, compared with $0.1 for the first quarter of 2002. The increase in the provision for income taxes for the first quarter of 2003, as compared to the first quarter of 2002, was attributable to higher taxable income in certain markets outside the U.S. In addition, the provision for income taxes in the first quarter of 2002 included the recognition of tax benefits of approximately $0.5 relating to the carryback of alternative minimum tax losses.
Financial Condition, Liquidity and Capital Resources
Net cash used for operating activities was $60.5 and $41.7 for the first quarters of 2003 and 2002, respectively. The increase in net cash used for operating activities for the first quarter of 2003, compared to the first quarter of 2002, resulted primarily from a higher net loss, higher purchases of permanent wall displays due to the roll out of the Company's newly-reconfigured wall displays, higher inventory and brand support for the continued implementation of the stabilization and growth phase of the Company's plan and higher insurance costs.
Net cash used for investing activities was $4.7 and $0.1 for the first quarters of 2003 and 2002, respectively. Net cash used for investing activities for the first quarter of 2003 consisted of capital expenditures. Net cash used for investing activities for the first quarter of 2002 consisted of capital expenditures, partially offset by the sale of marketable securities.
Net cash provided by financing activities was $9.7 and $11.0 for the first quarters of 2003 and 2002, respectively. Net cash provided by financing activities for the first quarter of 2003 included cash drawn under the Credit Agreement and the MacAndrews & Forbes $100 million term loan, partially offset by the repayment of borrowings under the Credit Agreement and payment of financing costs. Net cash provided by financing activities for the first quarter of 2002 included cash drawn under the Credit Agreement, partially offset by the repayment of borrowings under the Credit Agreement.
On November 30, 2001, Products Corporation entered into a credit agreement (the "2001 Credit Agreement") with a syndicate of lenders, whose individual members change from time to time, which agreement amended and restated the credit agreement entered into by Products Corporation in May 1997 (as amended, the "1997 Credit Agreement"; the 2001 Credit Agreement and the 1997 Credit Agreement are sometimes referred to as the "Credit Agreement"), and which matures on May 30, 2005. As of March 31, 2003, the 2001 Credit Agreement provided up to $248.7, which is comprised of a $116.6 term loan facility (the "Term Loan Facility") and a $132.1 multi-currency revolving credit facility (the "Multi-Currency Facility"). At March 31, 2003, the Term Loan Facility was fully drawn and $5.1 was available under the Multi-Currency Facility, including letters of credit. As of March 31, 2003, the Company had approximately $203 of available liquidity from all available sources.
In connection with the transactions with MacAndrews & Forbes described in Note 8 to the Unaudited Consolidated Condensed Financial Statements, and as a result of the Company's operating results for the fourth quarter of 2002 and the effect of the acceleration of the Company's implementation of the stabilization and growth phase of its plan, the Company entered into an amendment in February
20
REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS—(Continued)
(dollars in millions, except per share data)
2003 of its Credit Agreement with its bank lenders and secured waivers of compliance with certain covenants under the Credit Agreement. In particular, EBITDA (as defined in the Credit Agreement) was $35.2 for the four consecutive fiscal quarters ended December 31, 2002, which was less than the minimum of $210 required under the EBITDA covenant of the Credit Agreement for that period and the Company's leverage ratio was 5.09:1.00, which was in excess of the maximum ratio of 1.4:1.00 permitted under the leverage ratio covenant of the Credit Agreement for that period. Accordingly, the Company sought and secured waivers of compliance with these covenants for the fourth quarter of 2002 and, in light of the Company's expectation that the continued implementation of the stabilization and growth phase of the Company's plan would affect its ability to comply with these covenants during 2003, the Company also secured an amendment to eliminate the EBITDA and leverage ratio covenants for the first three quarters of 2003 and a waiver of compliance with such covenants for the fourth quarter of 2003 expiring on January 31, 2004.
The amendment to the Credit Agreement also included the substitution of a covenant requiring the Company to maintain a minimum of $20 of liquidity from all available sources at all times through January 31, 2004 and certain other amendments to allow for the M&F Investments and the implementation of the stabilization and growth phase of the Company's plan, including specific exceptions from the limitations under the indebtedness covenant to permit the MacAndrews & Forbes $100 million term loan and the MacAndrews & Forbes $40-65 million line of credit and to exclude the proceeds from the M&F Investments from the mandatory prepayment provisions of the Credit Agreement, and to increase the maximum limit on capital expenditures (as defined in the Credit Agreement) from $100 to $115 for 2003. The amendment also increased the applicable margin on loans under the Credit Agreement by 0.5%, the incremental cost of which to the Company, assuming the Credit Agreement is fully drawn, would be $1.1 from February 5, 2003 through the end of 2003.
As discussed in Note 8 to the Unaudited Consolidated Condensed Financial Statements, pursuant to the Investment Agreement MacAndrews & Forbes agreed, among other things, (i) to purchase such shares of Revlon, Inc.'s Class A Common Stock represented by its pro rata share of the rights distributed in the Rights Offering (approximately 83% of the shares available for purchase under the Rights Offering, or approximately $41.5) and to back-stop the Rights Offering by purchasing the remaining shares of Class A Common Stock offered to, but not purchased by, other stockholders (approximately 17% of the shares offered in the Rights Offering, or an additional approximate $8.5), (ii) to provide the Company with the MacAndrews & Forbes $100 million term loan (the terms and conditions of which the parties agreed to on February 5, 2003), (iii) if, prior to the consummation of the Rights Offering, the Company has fully drawn the MacAndrews & Forbes $100 million term loan and the implementation of the stabilization and growth phase of the Company's plan causes Revlon, Inc. to require some or all of the $50 of funds that Revlon, Inc. would raise from the Rights Offering, MacAndrews & Forbes would advance Revlon, Inc. these funds prior to closing the Rights Offering by making the $50 million Series C preferred stock investment, which would be redeemed with the proceeds Revlon, Inc. receives from the Rights Offering, and (iv) to provide the Company with the MacAndrews & Forbes $40-65 million line of credit (the terms and conditions of which the parties agreed to on February 5, 2003), provided that the MacAndrews & Forbes $100 million term loan is fully drawn and MacAndrews & Forbes had made the $50 million Series C preferred stock investment (or if Revlon, Inc. has consummated the Rights Offering and redeemed any outstanding shares of Series C preferred stock). During the second quarter of 2003, prior to the consummation of the Rights Offering, MacAndrews & Forbes agreed to waive the condition that the MacAndrews & Forbes $100 million term loan be fully drawn before it would be required to purchase up to $41.5 of Revlon, Inc.'s Series C preferred stock. During the second quarter of 2003, prior to the consummation of the Rights Offering, MacAndrews & Forbes purchased $24.9 of Revlon, Inc.'s Series C preferred stock, which will be redeemed with the proceeds Revlon, Inc. receives from the Rights Offering. Revlon, Inc. then made a capital contribution of the proceeds from such issuance of Series C preferred stock to the Company.
21
REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS—(Continued)
(dollars in millions, except per share data)
The Company's principal sources of funds are expected to be operating revenues, cash on hand, the net proceeds from the Rights Offering ($24.9 of which was advanced to Revlon, Inc., and which Revlon, Inc. used to make a capital contribution to the Company during the second quarter of 2003 prior to the consummation of the Rights Offering and, subject to the satisfaction of certain conditions, the balance of $25.1 may be purchased by MacAndrews & Forbes in connection with the $50 million Series C preferred stock investment prior to the consummation of the Rights Offering, which Series C preferred stock will be redeemed with the proceeds from the Rights Offering) and funds available for borrowing under the Credit Agreement and the Mafco Loans. Revlon, Inc. expects that the Rights Offering will be consummated in June 2003. The registration statement was declared effective by the Commission on May 12, 2003. At March 31, 2003 Products Corporation had borrowings of $15.0 (which excludes accrued interest of $0.1), under the MacAndrews & Forbes $100 million term loan to help fund the stabilization and growth phase of the Company's plan and for general corporate purposes. The Credit Agreement, the Mafco Loans, Products Corporation's 12% Notes, Products Corporation's 8 5/8% Notes due 2008 (the "8 5/8% Notes"), Products Corporation's 8 1/8% Notes due 2006 (the "8 1/8% Notes") and Products Corporation's 9% Notes due 2006 (the "9% Notes") contain certain provisions that by their terms limit Products Corporation's and/or its subsidiaries' ability to, among other things, incur additional debt.
The Company's principal uses of funds are expected to be the payment of operating expenses, including expenses in connection with the stabilization and growth phase of the Company's plan, purchases of permanent wall displays, capital expenditure requirements, including costs in connection with the ERP System (as hereinafter defined), payments in connection with the Company's restructuring programs referred to below and debt service payments.
The Company currently estimates that charges related to the implementation of the stabilization and growth phase of the Company's plan will not exceed $60 during 2003 and 2004 (which excludes brand support and training and development costs). In addition, the Company currently estimates that the cash payments related to this phase of the plan for charges recorded in 2002 and in the first quarter of 2003 will be approximately $90 during 2003 and 2004 (which excludes brand support and training and development costs).
The Company developed a new design for its wall displays (which the Company refined as part of the stabilization and growth phase of its plan) and began installing them at certain customers' retail stores during 2002. The Company is also reconfiguring existing wall displays at its retail customers on an accelerated basis. Accordingly, the Company has accelerated the amortization of its existing wall displays. The installation of these newly-reconfigured wall displays resulted in accelerated amortization in the first quarter of 2003 of approximately $2. The Company estimates that purchases of wall displays for 2003 will be approximately $75 to $85.
The Company estimates that capital expenditures for 2003 will be approximately $25 to $30. The Company estimates that cash payments related to the restructuring programs referred to in Note 4 to the Unaudited Consolidated Condensed Financial Statements and executive separation costs will be $10 to $15 in 2003.
The Company has evaluated its management information systems and determined, among other things, to upgrade to an Enterprise Resource Planning ("ERP") System. As a result of this decision, certain existing information systems are being amortized on an accelerated basis. Based upon the estimated time required to implement an ERP System and related IT actions, the Company expects that it will record additional amortization charges for its current information system in 2002 through 2005. The additional amortization recorded for the first quarter of 2003 was $1.2. The Company expects that the additional amortization for 2003 will be approximately $5.
The Company expects that operating revenues, cash on hand, net proceeds from the Rights Offering ($24.9 of which was advanced to Revlon, Inc. and contributed to the Company during the second quarter
22
REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS—(Continued)
(dollars in millions, except per share data)
of 2003 prior to the consummation of the Rights Offering and, subject to the satisfaction of certain conditions, the balance of $25.1 may be purchased by MacAndrews & Forbes in connection with the $50 million Series C preferred stock investment prior to the consummation of the Rights Offering, which Series C preferred stock will be redeemed with the proceeds from the Rights Offering) and funds available for borrowing under the Credit Agreement and the Mafco Loans will be sufficient to enable the Company to cover its operating expenses, including cash requirements in connection with the Company's operations, the stabilization and growth phase of the Company's plan, cash requirements in connection with the Company's restructuring programs referred to above and the Company's debt service requirements for 2003. The Mafco Loans and the net proceeds from the Rights Offering (after giving effect to the redemption of any issued and outstanding Series C preferred stock) are intended to help fund the stabilization and growth phase of the Company's plan and to decrease the risk that would otherwise exist if the Company were to fail to meet its debt and ongoing obligations as they became due in 2003. However, there can be no assurance that such funds will be sufficient to meet the Company's cash requirements on a consolidated basis. If the Company's anticipated level of revenue growth is not achieved because, for example, of decreased consumer spending in response to weak economic conditions or weakness in the cosmetics category, increased competition from the Company's competitors or the Company's marketing plans are not as successful as anticipated, or if the Company's expenses associated with implementation of the stabilization and growth phase of the Company's plan exceed the anticipated level of expenses, the Company's current sources of funds may be insufficient to meet the Company's cash requirements. Additionally, in the event of a decrease in demand for the Company's products or reduced sales or lack of increases in demand and sales as a result of the stabilization and growth phase of the Company's plan, such development, if significant, could reduce the Company's operating revenues and could adversely affect Products Corporation's ability to achieve certain financial covenants under the Credit Agreement and in such event the Company could be required to take measures, including reducing discretionary spending. If the Company is unable to satisfy such cash requirements from these sources, the Company could be required to adopt one or more alternatives, such as delaying the implementation of or revising aspects of the stabilization and growth phase of its plan, reducing or delaying purchases of wall displays or advertising or promotional expenses, reducing or delaying capital spending, delaying, reducing or revising restructuring programs, restructuring indebtedness, selling assets or operations, seeking additional capital contributions or loans from MacAndrews & Forbes, Revlon, Inc. or other affiliates and/or third parties or reducing other discretionary spending. The Company has substantial debt maturing in 2005, which will require refinancing, consisting of $246.3 (assuming the maximum amount is borrowed) under the Credit Agreement and $363.0 of 12% Notes, as well as amounts, if any, borrowed under the MacAndrews & Forbes $100 million term loan and the MacAndrews & Forbes $40-65 million line of credit.
The Company expects that it will need to seek a further amendment to the Credit Agreement or a waiver of the EBITDA and leverage ratio covenants under the Credit Agreement prior to the expiration of the existing waiver on January 31, 2004 because the Company does not expect that its operating results, including after giving effect to various actions under the stabilization and growth phase of the Company's plan, will allow it to satisfy those covenants for the four consecutive fiscal quarters ending December 31, 2003. The minimum EBITDA required to be maintained by Products Corporation under the Credit Agreement is $230 for each of the four consecutive fiscal quarters ending on December 31, 2003 (which covenant was waived through January 31, 2004), March 31, 2004, June 30, 2004 and September 30, 2004 and $250 for any four consecutive fiscal quarters ending December 31, 2004 and thereafter and the leverage ratio covenant under the Credit Agreement will permit a maximum ratio of 1.10:1.00 for any four consecutive fiscal quarters ending on or after December 31, 2003 (which limit was waived through January 31, 2004 for the four fiscal quarters ending December 31, 2003). In addition, after giving effect to the amendment, the Credit Agreement also contains a $20 minimum liquidity covenant. While the Company expects that its bank lenders will consent to such amendment or waiver request, there can be no assurance
23
REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS—(Continued)
(dollars in millions, except per share data)
that they will or that they will do so on terms that are favorable to the Company. If the Company is unable to secure such amendment or waiver, it could be required to refinance the Credit Agreement or repay it with proceeds from the sale of assets or operations, or additional capital contributions or loans from MacAndrews & Forbes or the Company's other affiliates or third parties, or the sale of additional equity securities of Revlon, Inc. In the event that the Company were unable to secure such a waiver or amendment and were not able to refinance or repay the Credit Agreement, the Company's inability to meet the financial covenants for the four consecutive fiscal quarters ending December 31, 2003 would constitute an event of default under its Credit Agreement, which would permit the bank lenders to accelerate the Credit Agreement, which in turn would constitute an event of default under the indentures governing the Company's debt if the amount accelerated exceeds $25.0 and such default remains uncured within 10 days of notice from the trustee under the applicable indenture.
There can be no assurance that the Company would be able to take any of the actions referred to in the preceding two paragraphs because of a variety of commercial or market factors or constraints in the Company's debt instruments, including, for example, Products Corporation's inability to reach agreement with its bank lenders on refinancing terms that are acceptable to the Company before the waiver of its financial covenants expires on January 31, 2004, market conditions being unfavorable for an equity or debt offering, or that the transactions may not be permitted under the terms of the Company's various debt instruments then in effect, because of restrictions on the incurrence of debt, incurrence of liens, asset dispositions and related party transactions. In addition, such actions, if taken, may not enable the Company to satisfy its cash requirements if the actions do not generate a sufficient amount of additional capital.
The terms of the Credit Agreement, the Mafco Loans, the 12% Notes, the 8 5/8% Notes, the 8 1/8% Notes and the 9% Notes generally restrict Products Corporation from paying dividends or making distributions, except that Products Corporation is permitted to pay dividends and make distributions to Revlon, Inc., among other things, to enable Revlon, Inc. to pay expenses incidental to being a public holding company, including, among other things, professional fees such as legal and accounting fees, regulatory fees such as Commission filing fees and other miscellaneous expenses related to being a public holding company and, subject to certain limitations, to pay dividends or make distributions in certain circumstances to finance the purchase by Revlon, Inc. of its Class A Common Stock in connection with the delivery of such Class A Common Stock to grantees under the Amended Stock Plan.
Pursuant to a tax sharing agreement, Products Corporation may be required to make tax sharing payments to Revlon, Inc. (which in turn may be required to make tax sharing payments to Mafco Holdings) as if Products Corporation were filing separate income tax returns, except that no payments are required by Products Corporation (or Revlon, Inc.) if and to the extent that Products Corporation is prohibited under the Credit Agreement from making tax sharing payments to Revlon, Inc. The Credit Agreement prohibits Products Corporation from making any tax sharing payments other than in respect of state and local income taxes. Products Corporation currently anticipates that, as a result of net operating tax losses and prohibitions under the Credit Agreement, no cash federal tax payments or cash payments in lieu of federal taxes pursuant to the tax sharing agreement will be required for 2003.
As a result of dealing with suppliers and vendors in a number of foreign countries, the Company enters into foreign currency forward exchange contracts and option contracts from time to time to hedge certain cash flows denominated in foreign currencies. There were foreign currency forward exchange contracts with a notional amount of $43.1 outstanding at March 31, 2003. The fair value of foreign currency forward exchange contracts outstanding at March 31, 2003 was $(0.4).
Disclosures about Contractual Obligations and Commercial Commitments
There have been no material changes outside the ordinary course of the Company's business to the Company's total contractual cash obligations which are set forth in the table included in the Company's
24
REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS—(Continued)
(dollars in millions, except per share data)
Annual Report on Form 10-K for the year ended December 31, 2002, except that on April 15, 2003 Products Corporation entered into an 11-year operating lease for its corporate offices in New York City (as Products Corporation's current lease expires in 2003), which has minimum lease payments in the aggregate of approximately $100 over the 11-year term.
Off-Balance Sheet Transactions
The Company does not maintain any off-balance sheet transactions, arrangements, obligations or other relationships with unconsolidated entities or others that are reasonable likely to have a material current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Effect of New Accounting Standard
In April 2003, the FASB announced it will require all companies to expense the fair value of employee equity-based awards. The FASB announced that it plans to issue an exposure draft later this year that could become effective in 2004. Until a new statement is issued, the provisions of APB No. 25 and SFAS No. 123 will remain in effect. The Company will evaluate the impact of any new statement regarding employee equity-based awards when a new statement is issued.
25
REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company has exposure to market risk both as a result of changing interest rates and movements in foreign currency exchange rates. The Company's policy is to manage market risk through a combination of fixed and floating rate debt, the use of derivative financial instruments and foreign exchange forward and option contracts. The Company does not hold or issue financial instruments for trading purposes. The qualitative and quantitative information presented in Item 7A of the Company's Annual Report on Form 10-K for the year ended December 31, 2002 describes significant aspects of the Company's financial instrument programs that have material market risk as of December 31, 2002. The following table presents the information required by Item 7A as of March 31, 2003:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Expected maturity date for the year ended March 31, | |
| | | 2003 | | 2004 | | 2005 | | 2006 | | 2007 | | Thereafter | | Total | | Fair Value
March 31,
2003 |
| Debt(a) | | (dollars in millions) |
| Short-term variable rate (various currencies) | | $ | 26.9 | | | | | | | | | | | | | | | | | | | | | | | $ | 26.9 | | | $ | 26.9 | | |
| Average interest rate (b) | | | 4.9 | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Long-term fixed rate ($US) | | | | | | | | | | $ | 354.1 | | | $ | 499.7 | | | | | | | $ | 649.9 | | | | 1,503.7 | | | | 930.3 | | |
| Average interest rate | | | | | | | | | | | 12.0 | % | | | 8.6 | % | | | | | | | 8.6 | % | | | | | | | | |
| Long-term variable rate ($US) | | | | | | | | | | | 218.7 | * | | | | | | | | | | | | | | | 218.7 | | | | 218.7 | |
| Average interest rate (b) | | | | | | | | | | | 7.7 | % | | | | | | | | | | | | | | | | | | | | | |
| Long-term variable rate (various currencies) | | | | | | | | | | | 3.0 | * | | | | | | | | | | | | | | | 3.0 | | | | 3.0 | |
| Average interest rate (b) | | | | | | | | | | | 9.3 | % | | | | | | | | | | | | | | | | | | | | |
| Total debt | | $ | 26.9 | | | $ | — | | | $ | 575.8 | | | $ | 499.7 | | | $ | — | | | $ | 649.9 | | | $ | 1,752.3 | | | $ | 1,178.9 | |
|
| | | | | | | | | | | | | | | | | | |
| | | Average
Contractual
Rate
$/FC | | Original
US Dollar
Notional
Amount | | Contract
Value
March 31,
2003 | | Fair Value
March 31,
2003 |
| Forward Contracts | |
| Buy Euros/Sell USD | | | 1.0628 | | | $ | 7.5 | | | $ | 7.7 | | | $ | 0.2 | |
| Sell British Pounds/Buy USD | | | 1.5529 | | | | 4.3 | | | | 4.3 | | | | — | |
| Sell Australian Dollars/Buy USD | | | 0.5839 | | | | 8.8 | | | | 8.6 | | | | (0.2 | ) |
| Sell Canadian Dollars/Buy USD | | | 0.6688 | | | | 13.1 | | | | 13.0 | | | | (0.1 | ) |
| Sell South African Rand/Buy USD | | | 0.1177 | | | | 3.6 | | | | 3.5 | | | | (0.1 | ) |
| Buy Australian Dollars/Sell New Zealand Dollars | | | 1.0900 | | | | 3.2 | | | | 3.2 | | | | — | |
| Buy British Pounds/Sell Euros | | | 0.6804 | | | | 2.6 | | | | 2.4 | | | | (0.2 | ) |
| Total forward contracts | | | | | | $ | 43.1 | | | $ | 42.7 | | | $ | (0.4 | ) |
|
| (a) | Excludes affiliate debt of $39.2. |
| (b) | Weighted average variable rates are based upon implied forward rates from the yield curves at March 31, 2003. |
| * | Represents Products Corporation's Credit Agreement which matures in May 2005. |
26
REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures:
The Company's Chief Executive Officer and Chief Financial Officer (who are its principal executive officer and principal financial officer, respectively) have within 90 days prior to the filing date of this Quarterly Report on Form 10-Q (the "Evaluation Date"), evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Exchange Act). Based upon such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that such disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports filed or submitted by it under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and that such information is accumulated and communicated to the Company's management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding disclosure. The Chief Executive Officer and Chief Financial Officer have determined that there were no significant changes in the Company's internal controls or in other factors that could significantly affect the Company's internal controls subsequent to the date of their evaluation, nor any significant deficiencies or material weaknesses in such internal controls requiring corrective actions.
Forward-Looking Statements
This Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, as well as other public documents and statements of the Company, contain forward-looking statements that involve risks and uncertainties. The Company's actual results may differ materially from those discussed in such forward-looking statements. Such statements include, without limitation, the Company's expectations and estimates (whether qualitative or quantitative) as to:
| (i) | the Company's plans to update its retail presence and improve the marketing effectiveness of its retail wall displays by installing newly-reconfigured wall displays and reconfiguring existing wall displays at its retail customers (and its estimates of the costs of such wall displays, the effects of such plans on the accelerated amortization of existing wall displays and the estimated amount of such amortization); |
| (ii) | the Company's plans to increase its advertising and media spending and improve the effectiveness of its advertising; |
| (iii) | the Company's plans to introduce new products and further strengthen its new product development process; |
| (iv) | the Company's plans to streamline its product assortment and reconfigure product placement on its wall displays, selectively adjust prices on certain of its products, improve customers' stock levels by enhancing merchandiser coverage and reduce damages by continuing to develop the Company's tamper evident program; |
| (v) | the Company's plans to implement comprehensive programs to develop and train its employees; |
| (vi) | the Company's future financial performance; |
| (vii) | the effect on sales of political and/or economic conditions, political uncertainties, military actions, adverse currency fluctuations, competitive activities and SARS; |
| (viii) | the Company's plans to accelerate the implementation of the stabilization and growth phase of its plan and the charges and the cash costs resulting from implementing such plan and the timing of such costs, as well as the Company's expectations as to improved revenues over the long term as a result of such phase of its plan; |
| (ix) | restructuring activities, restructuring costs, the timing of restructuring payments and annual savings and other benefits from such activities; |
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REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES
| (x) | operating revenues, cash on hand, cash available from the Rights Offering (which may be advanced as a result of the $50 million Series C preferred stock investment, which would be redeemed with the proceeds from the Rights Offering) and availability of borrowings under the Mafco Loans and Products Corporation's Credit Agreement being sufficient to satisfy the Company's cash requirements in 2003, the Company's current estimates and expectations as to it not requiring funds from the $40-65 million line of credit during 2003, and the availability of funds from restructuring indebtedness, selling assets or operations, capital contributions or loans from MacAndrews & Forbes, Revlon, Inc. or other affiliates and/or third parties; |
| (xi) | the Company's uses of funds, including amounts required for the payment of operating expenses, including expenses in connection with the stabilization and growth phase of the Company's plan, such as the purchase and reconfiguration of wall displays and increases in advertising and media, capital expenditure requirements, including charges and costs in connection with the ERP System, payments in connection with the Company's restructuring programs and debt service payments, and its estimates of operating expenses, working capital expenses, wall display costs, capital expenditures, restructuring costs and debt service payments (including payments required under Products Corporation's debt instruments); |
| (xii) | matters concerning the Company's market-risk sensitive instruments; |
| (xiii) | the effects of the Company's adoption of certain accounting principles; |
| (xiv) | Revlon, Inc.'s ability to consummate the Rights Offering and as to the timing thereof; |
| (xv) | the Company securing a further waiver or amendment of various provisions of its Credit Agreement, including the EBITDA and leverage ratio covenants, or refinancing or repaying such debt before January 31, 2004 in the event such waiver or amendment is not secured; and |
| (xvi) | the Company's plan to refinance debt maturing in 2005. |
Statements that are not historical facts, including statements about the Company's beliefs and expectations, are forward-looking statements. Forward-looking statements can be identified by, among other things, the use of forward-looking language, such as "believes," "expects," "estimates," "projects," "forecast," "may," "will," "should," "seeks," "plans," "scheduled to," "anticipates" or "intends" or the negative of those terms, or other variations of those terms or comparable language, or by discussions of strategy or intentions. Forward-looking statements speak only as of the date they are made, and except for the Company's ongoing obligations under the U.S. federal securities laws, the Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. Investors are advised, however, to consult any additional disclosures the Company makes in its Quarterly Reports on Form 10-Q, Annual Report on Form 10-K and Current Reports on Form 8-K to the Commission (which, among other places, can be found on the Commission's website at http://www.sec.gov). The information available from time to time on such website shall not be deemed incorporated by reference into this Quarterly Report on Form 10-Q. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. In addition to factors that may be described in the Company's filings with the Commission, including this filing, the following factors, among others, could cause the Company's actual results to differ materially from those expressed in any forward-looking statements made by the Company:
| (i) | difficulties or delays or unanticipated costs associated with improving the marketing effectiveness of the Company's wall displays; |
| (ii) | difficulties or delays in developing and/or presenting the Company's increased advertising programs and/or improving the effectiveness of its advertising; |
| (iii) | difficulties or delays in developing and introducing new products or failure of the Company's customers to accept new product offerings and/or in further strengthening the Company's new product development process; |
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REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES
| (iv) | difficulties or delays in implementing the Company's plans to streamline its product assortment and reconfigure product placement on its wall displays, selectively adjust prices on certain of its products, improve stock levels by enhancing merchandiser coverage and/or reduce damages by continuing to develop the Company's tamper evident program; |
| (v) | difficulties or delays in implementing comprehensive programs to train the Company's employees; |
| (vi) | unanticipated circumstances or results affecting the Company's financial performance, including changes in consumer preferences, such as reduced consumer demand for the Company's color cosmetics and other current products, and actions by the Company's competitors, including business combinations, technological breakthroughs, new products offerings, promotional spending and marketing and promotional successes, including increases in market share; |
| (vii) | the effects of and changes in political and/or economic conditions, including inflation, monetary conditions and military actions, in trade, monetary, fiscal and tax policies in international markets and developments related to SARS; |
| (viii) | unanticipated costs or difficulties or delays in completing projects associated with the stabilization and growth phase of the Company's plan or lower than expected revenues over the long term as a result of such plan; |
| (ix) | difficulties, delays or unanticipated costs or less than expected savings and other benefits resulting from the Company's restructuring activities; |
| (x) | lower than expected operating revenues, the inability to secure capital contributions or loans from MacAndrews & Forbes, Revlon, Inc. or other affiliates and/or third parties, lower than expected operating revenues or increased operating expenses, or delays in the consummation of the Rights Offering, that could cause the Company to require funds from the $40-65 million line of credit during 2003, or the unavailability of funds under Products Corporation's Credit Agreement, the Mafco Loans, the $50 million Series C preferred stock investment or from the Rights Offering; |
| (xi) | higher than expected operating expenses, sales returns, working capital expenses, wall display costs, capital expenditures, restructuring costs or debt service payments; |
| (xii) | interest rate or foreign exchange rate changes affecting the Company and its market sensitive financial instruments; |
| (xiii) | unanticipated effects of the Company's adoption of certain new accounting standards; |
| (xiv) | difficulties, delays or the inability of Revlon, Inc. to consummate the Rights Offering; |
| (xv) | difficulties, delays or inability to secure a further waiver or amendment of the EBITDA and leverage ratio covenants under the Credit Agreement or refinancing or repaying such debt on or before January 31, 2004 in the event such waiver or amendment is not secured; and |
| (xvi) | difficulties, delays or the inability of the Company to refinance debt maturing in 2005. |
Factors other than those listed above could cause the Company's results to differ materially from expected results. This discussion is provided as permitted by the Private Securities Litigation Reform Act of 1995.
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REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES
PART II — OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders — None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits –
| |
| 3.4 | Certificate of the Designations, Powers, Preferences and Rights of Series C Preferred Stock dated May 8, 2003 (incorporated by reference to Exhibit 3.4 to the Quarterly Report on Form 10-Q of Revlon, Inc. for the quarterly period ended March 31, 2003). |
| |
| 99.1 | Certification of Jack L. Stahl, Chief Executive Officer, dated May 14, 2003 pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002. |
| |
| 99.2 | Certification of Douglas H. Greeff, Chief Financial Officer, dated May 14, 2003 pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002. |
(b) Reports on Form 8-K –
On February 5, 2003, the Company filed with the Commission a current report on Form 8-K furnishing as Item 5 a copy of Revlon, Inc.'s press release announcing the M&F Investments and the amendment to the Credit Agreement.
S I G N A T U R E S
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
REVLON CONSUMER
PRODUCTS CORPORATION
Registrant
| | | | | | |
By: /s/ Douglas H. Greeff
Douglas H. Greeff
Executive Vice President
and Chief Financial Officer | | By: /s/ Laurence Winoker
Laurence Winoker
Senior Vice President, Corporate
Controller and Treasurer |
|
Dated: May 14, 2003
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REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES
CERTIFICATIONS
I, Jack L. Stahl, certify that:
| |
| 1. | I have reviewed this quarterly report on Form 10-Q of Revlon Consumer Products Corporation (the "Registrant"); |
| |
| 2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; |
| |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this quarterly report; |
| |
| 4. | The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and have: |
| |
| a) | Designed such disclosure controls and procedures to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; |
| |
| b) | Evaluated the effectiveness of the Registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and |
| |
| c) | Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; |
| |
| 5. | The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent functions): |
| |
| a) | All significant deficiencies in the design or operation of internal controls which could adversely affect the Registrant's ability to record, process, summarize and report financial data and have identified for the Registrant's auditors any material weaknesses in internal controls; and |
| |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls; and |
| |
| 6. | The Registrant's other certifying officer and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
| | | | | | |
| | | /s/ Jack L. Stahl |
| | | Jack L. Stahl
Chief Executive Officer
of Revlon Consumer
Products Corporation |
|
Date: May 14, 2003
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REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES
CERTIFICATIONS
I, Douglas H. Greeff, certify that:
| |
| 1. | I have reviewed this quarterly report on Form 10-Q of Revlon Consumer Products Corporation (the "Registrant"); |
| |
| 2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; |
| |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this quarterly report; |
| |
| 4. | The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and have: |
| |
| a) | Designed such disclosure controls and procedures to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; |
| |
| b) | Evaluated the effectiveness of the Registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and |
| |
| c) | Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; |
| |
| 5. | The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent functions): |
| |
| a) | All significant deficiencies in the design or operation of internal controls which could adversely affect the Registrant's ability to record, process, summarize and report financial data and have identified for the Registrant's auditors any material weaknesses in internal controls; and |
| |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls; and |
| |
| 6. | The Registrant's other certifying officer and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
| | | | | | |
| | | /s/ Douglas H. Greeff |
| | | Douglas H. Greeff
Chief Financial Officer
of Revlon Consumer
Products Corporation |
|
Date: May 14, 2003
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