Item 2.02. Results of Operations and Financial Condition.
In connection with the proposed offering of the Notes disclosed below,
For the three months ended
Some of the factors that influenced the Company's results of operations for the
three months ended
While our net revenue in third quarter was impacted due to lockdowns in EMEA, we
expect to improve the revenue in a stronger fourth quarter. Consistent with
prior trends, the Company anticipates its net revenues for the second half of
fiscal year 2021 to reflect similar seasonality impacts. However, the Company
cannot predict if or when its revenue, capital expenditures and operating income
will increase or decrease compared to levels recorded in prior years. The above
information reflects our preliminary estimates based on currently available
information and has not been audited, reviewed, compiled or otherwise examined
by
In addition, the Company's expected adjusted operating income and adjusted EBITDA are forward-looking non-GAAP financial measures. The Company does not provide reconciliations of such forward-looking non-GAAP measures to GAAP due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation, including adjustments that could be made for the charges reflected in our reconciliation of historic numbers, the amount of which, based on historical experience, could be significant.
The information disclosed under this Item 2.02 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing.
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Item 7.01. Regulation FD Disclosure.
In connection with the offering of the Notes described below, the Company
anticipates disclosing to prospective investors certain information on or about
The information disclosed under this Item 7.01, including Exhibit 99.2 hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing.
Item 8.01. Other Events.
On
This report is neither an offer to purchase nor a solicitation of an offer to sell any securities.
Forward Looking Statements
The statements contained in this report include certain "forward-looking
statements" within the meaning of the relevant securities laws, including the
Company's preliminary estimates of its results of operations and its intention
to offer the Notes. These forward-looking statements are generally identified by
words or phrases, such as "anticipate," "are going to," "estimate," "plan,"
"project," "expect," "believe," "intend," "foresee," "forecast," "will," "may,"
"should," "outlook," "continue," "target," "aim," "potential" and similar words
or phrases. These statements are based on certain assumptions and estimates that
the Company considers reasonable, but are subject to a number of risks and
uncertainties, many of which are beyond the Company's control, which could cause
actual events or results to differ materially from such statements, including
(i) the Company's ability to consummate the offering of the Notes and enter into
the proposed new senior secured credit facilities on a timely basis and on terms
commercially acceptable to the Company, (ii) the impact of COVID-19 (or future
similar events), including demand for the Company's products, illness,
quarantines, government actions, facility closures, store closures or other
restrictions in connection with the COVID-19 pandemic, and the extent and
duration thereof, the availability and widespread distribution of a safe and
effective vaccine, related impact on our ability to meet customer needs and on
the ability of third parties on which we rely, including our suppliers,
customers, contract manufacturers, distributors, contractors, commercial banks,
joint-venture partners, to meet their obligations to us, in particular
collections from customers, the extent that government funding and reimbursement
programs in connection with COVID-19 are available to us, and the ability to
successfully implement measures to respond to such impacts and (iii) the other
potential risks and uncertainties that could affect the Company's business and
financial results included under the heading "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
Company's latest Annual Report on Form 10-K for the fiscal year ended
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press release ofCoty Inc. , datedApril 15, 2021 , relating to the offering of the Notes. 99.2 Certain Information with respect toCoty Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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