UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 14, 1997
RENAISSANCE COSMETICS, INC.
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(Exact name of registrant as specified in its charter)
State of Delaware 33-87280 06-1396287
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
955 Massachusetts Ave., Cambridge, Massachusetts 02139
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code (617) 497-5584
Not applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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On January 14, 1997, the Registrant issued the press release
attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 7. Exhibits
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Exhibit Number
(Referenced to Item 601
of Regulation S-K) Description of Exhibit
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99.1 Registrant's Press Release, dated as of
January 14, 1997.
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Signatures
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Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Date: January 14, 1997
RENAISSANCE COSMETICS, INC.
By: /s/ Thomas T. S. Kaung
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Name: Thomas T. S. Kaung
Title: Group Vice-President
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EXHIBIT INDEX
Pursuant to Item 601 of Regulation S-K
Exhibit No. Description of Exhibit
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99.1 Registrant's Press Release, dated as of
January 14, 1997.
Exhibit 99.1
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FOR IMMEDIATE RELEASE Renaissance Cosmetics, Inc.
955 Massachusetts Avenue
Cambridge, MA 02139
Tel: (617) 497-5584
PRESS RELEASE
RENAISSANCE ANNOUNCES
RESTATEMENT OF OPERATING RESULTS
CAMBRIDGE, MA, January 14, 1997 - - Renaissance Cosmetics, Inc.
announced today that it plans to restate its previously-reported results of
operations for the six months ended September 30, 1996 and September 30, 1995
and its previously-reported balance sheet data as of September 30, 1996 and
September 30, 1995 to defer the Company's recognition of certain sales from the
second fiscal quarter to the third fiscal quarter ended December 31 in each
year.
The restatement will result in approximately $3.3 million of
previously reported net sales and approximately $1.2 million of related EBITDA
(earnings before interest, income taxes, depreciation and amortization) for the
six months ended September 30, 1996 and approximately $1.9 million of previously
reported net sales and approximately $747,000 of related EBITDA for the six
months ended September 30, 1995, respectively, being reported in the Company's
third fiscal quarters.
The restatement relates to certain products that were shipped from
the Company's facilities to a third-party packer's warehouse prior to September
30 in each of the two years (based in each case on firm orders from the
Company's customers). Because these products were not reshipped by the packer to
such customers until October in 1996 and 1995, the Company determined that it
was
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inappropriate under generally accepted accounting principles to record the
related revenue in September. The revisions to sales and earnings also resulted
in decreases of less than 1% to total assets and total liabilities and common
stockholders' equity as of September 30, 1996 and September 30, 1995.
Company President Thomas Bonoma stated that "As a result of the
restatement of the six month period data, the Company, together with its
independent public accountants, Deloitte & Touche, conducted an extensive review
of the Company's previously-reported audited financial statements for Fiscal
1995 and concluded that such financial statements did not require restatement.
Furthermore, the restatement will not have any impact on the Company's results
of operations for Fiscal 1996 or its balance sheet data as of March 31, 1997."
As restated, the Company reported net sales of $77.7 million in the
six months ended September 30, 1996 compared to $61.9 million in the six months
ended September 30, 1995, EBITDA of $9.9 million in the 1996 period compared to
$9.5 million in the 1995 period and a net loss applicable to common stockholders
of $10.4 million in the 1996 period compared to $4.2 million in the 1995 period.
The Company's plans to file an amendment to its previously-filed quarterly
report on Form 10-Q with the Securities and Exchange Commission to restate the
previously-filed information.
The Company is currently reviewing its sales data for the fiscal
quarters ended June 30, 1996 and 1995 and expects to complete this review prior
to filing its amended Form 10-Q. Results for the most recent quarter ended
December 31, 1996 will not be affected.
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Renaissance manufactures, markets and distributes fragrances,
cosmetics and related products which it sells through the domestic and
international mass-market or self-select distribution channels. Renaissance
brands are sold to over 1,000 retailers with approximately 25,000 locations
throughout the United States, and are sold in 45 foreign countries. The
Renaissance family of fragrance brands includes several classic brands such as
"CHANTILLY," "TABU," "AMBUSH," "CANOE," "ENGLISH LEATHER" and "BRITISH STERLING"
and other established brands such as "NAVY" and "NAVY FOR MEN." Through its
Cosmar subsidiary, Renaissance is the largest manufacturer and marketer of
artificial fingernails and related nail care products in the United States, and
its brands include "LAJOIE" and "PRO10."
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities nor shall it constitute an offer
to buy or the solicitation of an offer to sell any securities.
* * *
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Renaissance Cosmetics, Inc.
Condensed Consolidated Statements of Operations (As Restated)
Six Months Ended Six Months Ended
September 30, 1996 September 30, 1995
(-000 omitted)
Net Sales $ 77,709 $61,924
Gross Profit 48,956 38,375
Operating Income 5,110 5,988
Loss Before Income Taxes (4,994) (2,859)
Net Loss (5,302) (3,557)
Preferred Stock Dividends 5,060 661
Net Loss Applicable to ($10,361) ($ 4,217)
Common Stockholders
Net Loss Per Common Share $ (14.08) ($ 5.86)
Weighted Average Shares 735,648 720,093
Outstanding
