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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2004

OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                         to                         

Commission file number 33-59650

REVLON CONSUMER PRODUCTS CORPORATION

(Exact name of registrant as specified in its charter)


Delaware 13-3662953
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
 
237 Park Avenue, New York, New York 10017
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 212-527-4000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes    X           No           

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes                   No    X   

The number of shares outstanding of the registrant's common stock was 5,260 shares as of June 30, 2004, all of which were held by an affiliate, Revlon, Inc., an indirect majority-owned subsidiary of Mafco Holdings Inc.

Total Pages – 43




REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(dollars in millions, except per share data)


  June 30,
2004
December 31,
2003
  (Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 51.7   $ 56.5  
Trade receivables, less allowances of $18.7 and $19.4, respectively   170.4     182.5  
Inventories   159.6     142.7  
Prepaid expenses and other   56.9     46.6  
Total current assets   438.6     428.3  
Property, plant and equipment, net   125.2     132.1  
Other assets   142.7     144.2  
Goodwill, net   186.1     186.1  
Total assets $ 892.6   $ 890.7  
LIABILITIES AND STOCKHOLDER'S DEFICIENCY
Current liabilities:            
Short-term borrowings – third parties $ 33.7   $ 28.0  
Accounts payable   105.1     97.4  
Accrued expenses and other   287.9     322.0  
Total current liabilities   426.7     447.4  
Long-term debt – third parties   1,166.4     1,723.3  
Long-term debt – affiliates   4.0     146.2  
Other long-term liabilities   290.7     301.0  
Stockholder's deficiency:
Preferred stock, par value $1.00 per share; 1,000
shares authorized, 546 shares of Series A Preferred Stock
issued and outstanding
  54.6     54.6  
Common Stock, par value $1.00 per share; 10,000 shares as of June 30, 2004 and 1,000 shares as of December 31, 2003 authorized, respectively, and 5,260 shares as of June 30, 2004 and 1,000 shares as of December 31, 2003 issued and outstanding, respectively        
Additional paid-in-capital (capital deficiency)   689.0     (152.3
Accumulated deficit   (1,600.5   (1,503.3
Deferred compensation   (15.7   (4.2
Accumulated other comprehensive loss   (122.6   (122.0
Total stockholder's deficiency   (995.2   (1,727.2
Total liabilities and stockholder's deficiency $ 892.6   $ 890.7  

See Accompanying Notes to Unaudited Consolidated Condensed Financial Statements.

2




REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(dollars in millions)


  Three Months Ended
June 30,
Six Months Ended
June 30,
  2004 2003 2004 2003
Net sales $ 316.1   $ 322.3   $ 624.5   $ 614.3  
Cost of sales   118.4     125.2     235.5     236.7  
Gross profit   197.7     197.1     389.0     377.6  
Selling, general and administrative expenses   199.1     199.9     370.7     383.8  
Restructuring costs (benefit)   0.1         (0.6   0.5  
Operating (loss) income   (1.5   (2.8   18.9     (6.7
Other expenses (income):
Interest expense   29.0     42.8     73.6     84.2  
Interest income   (0.7   (0.9   (1.3   (1.4
Amortization of debt issuance costs   2.5     2.4     5.1     4.4  
Foreign currency losses (gains) , net   3.0     (2.7   1.6     (2.4
Loss on early extinguishment of debt           32.6      
Miscellaneous, net   2.4         2.5     0.4  
Other expenses, net   36.2     41.6     114.1     85.2  
Loss before income taxes   (37.7   (44.4   (95.2   (91.9
Provision (benefit) for income taxes   1.2     (6.2   2.0     (5.3
Net loss $ (38.9 $ (38.2 $ (97.2 $ (86.6

See Accompanying Notes to Unaudited Consolidated Condensed Financial Statements.

3




REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDER'S
DEFICIENCY AND COMPREHENSIVE LOSS
(dollars in millions)