Coty(COTY) - 2023 Q4 - Annual Report

Part I Item 1. Business Coty Inc. is a global beauty company with a portfolio of brands in fragrance, color cosmetics, and skin/body care, undergoing a transformation to stabilize Consumer Beauty, accelerate Prestige, build skincare, enhance e-commerce, expand in China, and lead in sustainability Overview Coty is a global beauty company founded in 1904, implementing a Transformation Plan to simplify its capital structure and deleverage its balance sheet - Coty is one of the world's largest beauty companies, founded in 1904, with brands across fragrance, color cosmetics, and skin and body care[54] - The company is implementing a comprehensive Transformation Plan focusing on simplifying its capital structure and deleveraging its balance sheet[54] - As of June 30, 2023, Coty owned a 25.9% stake in the Wella Company; on July 18, 2023, Coty announced its intent to sell a 3.6% stake in Wella, which would reduce its holding to 22.3%[54] Segments The company's operations are managed through two reportable segments: Prestige and Consumer Beauty - The company's operations are managed through two reportable segments: Prestige and Consumer Beauty[55][34] Brand Portfolio by Segment | Prestige | Consumer Beauty | | :--- | :--- | | Burberry, Calvin Klein, Chloe, Davidoff, Gucci, Hugo Boss, Kylie Jenner, Lancaster, Marc Jacobs, Miu Miu, Tiffany & Co., SKKN BY KIM | Adidas, Biocolor, Bozzano, Bourjois, CoverGirl, Max Factor, Rimmel, Sally Hansen, Risque, Monange | Distribution and Marketing Coty markets products in approximately 126 countries through a multi-channel distribution strategy, utilizing both in-house teams and external agencies for marketing efforts - Coty markets and sells products in approximately 126 countries and territories, utilizing a multi-channel distribution strategy[38] - Prestige products are sold through perfumeries, department stores, e-retailers, and duty-free shops, while mass beauty brands are sold through hypermarkets, supermarkets, and drug stores[38] - In fiscal 2023, no single retailer accounted for more than 10% of global net revenues; the top retailer, Walmart, accounted for approximately 5% of total net revenues[38] - Marketing efforts combine in-house teams and external agencies, using traditional media, in-store displays, digital/social media, and collaborations with celebrities and influencers[37] Innovation and Supply Chain Innovation focuses on digital presence and AI-powered tools, with the majority of products manufactured in-house using raw materials from third-party suppliers - Innovation focuses on elevating digital presence, e-commerce, and using AI-powered tools for personalized consumer experiences[58] - In fiscal 2023, the company manufactured and packaged approximately 79% of its products in-house, with the remaining 21% produced by third-party manufacturers[91] - Principal raw materials include essential oils, alcohols, and specialty chemicals, which are purchased from various third-party suppliers[91] Intellectual Property A significant portion of Coty's net revenues are derived from products manufactured and marketed under exclusive license agreements, particularly in prestige fragrance - Products representing 63% of fiscal 2023 net revenues are manufactured and marketed under 22 exclusive license agreements[41] - Approximately 54% of fiscal 2023 net revenues were from prestige fragrance, with 88% of that coming from the top seven prestige fragrance brands[41] - The average duration of license agreements is over 25 years, and none of the top seven licenses are up for non-automatic renewal before 2028[41] Human Capital and ESG Coty employs approximately 11,350 full-time employees globally, focusing on sustainability and diversity, including achieving gender pay equity and a majority female Executive Committee and Board - As of June 30, 2023, Coty had approximately 11,350 full-time employees in over 36 countries[61] - The company's sustainability commitment, "Beauty That Lasts," focuses on products, planet, and people[61] - In fiscal 2023, Coty launched the first globally distributed fragrance, Gucci's "Where My Heart Beats," manufactured using 100% carbon-captured alcohol[43] - The company's Executive Committee and Board of Directors are majority female; Coty also achieved its commitment to pay equity for similar roles and performance, regardless of gender, as of October 2022[44] Item 1A. Risk Factors The company faces numerous risks, including intense competition, retail consolidation, e-commerce shifts, dependence on consumer trends, product safety, brand reputation, and intellectual property protection Risks related to our Business and Industry The beauty industry's intense competition, retail consolidation, and e-commerce shifts pose significant risks, alongside the potential termination of critical brand licenses and seasonal variability impacting financial results - The beauty industry is highly competitive, with pressure from large multinationals, private labels, and emerging 'disruptor' brands; failure to compete effectively could harm financial results[103] - Consolidation in the retail industry and shifting consumer preferences towards e-commerce may adversely affect business, as the company becomes more dependent on fewer key retailers[103] - The company's brand licenses, which are critical to its business, may be terminated if specified conditions are not met, and renewing them on favorable terms is not guaranteed[106] - Business is subject to seasonal variability, with sales generally increasing in the second fiscal quarter due to the holiday season; inaccurate forecasting or disruptions during this period could materially impact financial results[78][109] Risks Related to our Business Strategy and Organization The success of the company's transformation agenda, new product introductions, and strategic partnerships is not guaranteed, and goodwill and intangible assets remain subject to impairment risks - The success of the company's multi-year transformation agenda and global business strategies is not guaranteed and may result in short-term costs, lost customers, and supply chain disruptions[79] - New product introductions may not be successful, which could lead to decreased sales of existing products and harm brand reputation[80] - Acquisition activities and strategic partnerships (e.g., with Kylie Jenner and Kim Kardashian) present integration, operational, and financial risks that may prevent realizing the full intended benefits[80][81] - Goodwill and other intangible assets have been subject to impairment and may continue to be in the future, which could adversely affect financial condition and results of operations; in fiscal 2022, the company incurred impairment charges of $31.4 million[82][83] Risks related to our Business Operations Operational risks include supply chain disruptions, reliance on IT systems, retaining key personnel, and exposure to international operations' economic and political instability - Disruptions in manufacturing and distribution operations, including supply chain issues, industrial accidents, or natural disasters, could adversely affect the business; inflationary pressures and global supply chain disruptions have caused volatility in the cost and availability of raw materials[84] - The company is increasingly dependent on information technology and is subject to risks of cyber-attacks, data breaches, and system interruptions, which could disrupt operations and lead to significant liabilities under data privacy laws like GDPR[116] - Success depends on retaining key personnel; the company has experienced senior management changes and is implementing cost reduction activities, which may impact employee retention[86] - Approximately 69% of net revenues in fiscal 2023 were generated outside North America, exposing the company to risks from international operations, including economic instability, political changes, tariffs, and sanctions[150] Risks related to our Indebtedness The company's substantial indebtedness imposes significant operating and financial restrictions, with debt service dependent on subsidiary cash flow and exposure to variable interest rate fluctuations - The company has a substantial amount of indebtedness, and the governing agreements contain covenants that impose significant operating and financial restrictions[120] - The ability to service and repay debt depends on cash flow generated by subsidiaries; a failure to generate sufficient cash could require refinancing, asset sales, or raising additional capital[120] - Borrowings under the 2018 Coty Credit Agreement are at variable interest rates, exposing the company to interest rate risk; an increase in rates would increase debt service obligations[122] Risks Related to Ownership of Our Common Stock JABC Cosmetics B.V.'s majority ownership grants significant influence over stockholder decisions, and the company's "controlled company" status allows exemptions from certain NYSE governance rules, while a planned dual-listing may affect liquidity and currency exposure - JABC Cosmetics B.V. and its affiliates own approximately 53% of the outstanding Class A Common Stock, giving them significant influence over stockholder decisions, which may conflict with the interests of other stockholders[163][71] - Coty is a "controlled company" under NYSE rules, allowing it to be exempt from certain corporate governance requirements, such as having a majority of independent directors[133] - The planned dual-listing of Class A Common Stock on the NYSE and Euronext Paris may dilute liquidity in one or both markets and could be affected by currency fluctuations between the Euro and U.S. dollar[134] Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Coty's Class A Common Stock is listed on the NYSE under "COTY"; the company has suspended common stock dividends since April 2020 to preserve cash, while continuing preferred stock dividends, and made no common stock repurchases in fiscal years 2022 and 2023 - The Board of Directors suspended the payment of dividends on common stock on April 29, 2020, and this suspension continues as the company focuses on preserving cash[139] - Dividends on the Convertible Series B Preferred Stock are being paid in cash on a quarterly basis, subject to Board declaration[139] - No shares of Class A Common Stock were repurchased during the fiscal years ended June 30, 2023 and 2022[143] Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations In fiscal 2023, Coty's net revenues grew 5% to $5.55 billion, driven by price increases and segment growth, with improved gross and operating margins, and net income rising to $508.2 million, as the company focuses on deleveraging amidst supply chain and inflationary pressures Overview and Key Factors Coty's fiscal 2023 revenues grew across both divisions due to price increases, with expectations for mid-to-high single-digit growth in fiscal 2024, despite ongoing supply chain challenges and a pre-tax gain from its Russia market exit - Revenues grew across both divisions in fiscal 2023, benefiting from price increases despite stable sales volumes[173] - The company expects net revenue for fiscal 2024 to grow in the mid-to-high single digits, excluding foreign exchange impacts and the termination of the Lacoste license[173] - Global supply chain challenges, particularly component shortages for prestige fragrances, negatively impacted order fill rates, though sequential improvements were seen in the second half of fiscal 2023[174] - The company recognized a pre-tax gain of $17.0 million in fiscal 2023 related to its market exit from Russia, primarily from better-than-expected debt collections[175] Results of Operations Coty's fiscal 2023 saw net revenues increase by 5% to $5.55 billion, driven by price/mix impact, with significant improvements in gross and operating income margins, and substantial net other income from investment gains Consolidated Financial Performance (FY2021-2023) | Metric | FY 2023 | FY 2022 | FY 2021 | | :--- | :--- | :--- | :--- | | Net Revenues | $5,554.1M | $5,304.4M | $4,629.9M | | Gross Profit | $3,547.3M | $3,369.2M | $2,768.2M | | Operating Income (Loss) | $543.7M | $240.9M | $(48.6)M | | Net Income (Loss) Attributable to Coty Inc. | $508.2M | $259.5M | $(201.3)M | | Diluted EPS | $0.57 | $0.08 | $(0.40) | - FY2023 net revenues increased 5% (6% excluding Russia exit impact) to $5.55 billion, driven by an 11% positive price/mix impact, partially offset by a 5% negative foreign currency impact[183] Net Revenues by Segment (FY2022 vs FY2023) | Segment | FY 2023 Net Revenues | FY 2022 Net Revenues | % Change | | :--- | :--- | :--- | :--- | | Prestige | $3,420.5 M | $3,267.9 M | 5% | | Consumer Beauty | $2,133.6 M | $2,036.5 M | 5% | | Total | $5,554.1 M | $5,304.4 M | 5% | - Gross margin increased by approximately 40 basis points in FY2023 to 36.1% of net revenues, primarily due to productivity improvements in manufacturing and material costs[242] - Operating income margin improved to 9.8% in FY2023 from 4.5% in FY2022, driven by lower fixed costs, stock-based compensation, and advertising spending as a percentage of net revenues[191] - Net other income in FY2023 was $419.0 million, primarily from a $230.0 million unrealized gain in the Wella investment and a $196.9 million unrealized gain on forward repurchase contracts[13] Liquidity and Capital Resources Coty's liquidity is primarily driven by cash from operations, debt issuance, and credit lines, with a focus on deleveraging through operational cash and potential Wella divestiture proceeds, while managing variable rate debt and utilizing trade receivable factoring - Primary sources of funds are cash from operations, debt issuance, and credit lines; principal uses are operating expenditures, capital expenditures, interest payments, and debt repayment[4] - The company remains focused on deleveraging its balance sheet using cash from operations and proceeds from the potential divestiture of its remaining 25.9% stake in Wella[4] Cash Flow Summary (FY2021-2023) | Cash Flow Activity | FY 2023 | FY 2022 | FY 2021 | | :--- | :--- | :--- | :--- | | Operating Activities | $625.7M | $726.6M | $318.7M | | Investing Activities | $(118.2)M | $269.7M | $2,441.9M | | Financing Activities | $(469.3)M | $(1,034.0)M | $(2,795.1)M | - As of June 30, 2023, variable rate debt accounted for approximately 34% of total debt; after giving effect to July 2023 transactions, the proportion of fixed-rate debt would have been approximately 84%[4] - The company uses factoring of trade receivables to supplement cash flows, with $1,579.2 million in invoices factored worldwide in fiscal 2023, up from $1,041.2 million in fiscal 2022[5] Item 7A. Quantitative and Qualitative Disclosures About Market Risk Coty manages market risks from foreign currency, interest rates, and inflation using derivatives, with a hypothetical 10% unfavorable currency change resulting in a $91.6 million derivative fair value decrease, and a 10% interest rate increase reducing income by $8.4 million - The company operates in multiple functional currencies and uses derivatives to manage volatility from foreign currency exchange rate fluctuations[8] - A hypothetical 10% unfavorable change in foreign currency rates versus the U.S. dollar would cause a $91.6 million decrease in the fair value of foreign exchange forward and cross currency contracts[8] - The company is exposed to interest rate risk on its variable-rate debt; a hypothetical 10% increase in interest rates would decrease income from continuing operations before income taxes by $8.4 million in fiscal 2023[338] - The company faces inflation risk, which may raise costs and reduce profitability; it may not be able to fully offset higher costs through price increases[20] Item 9A. Controls and Procedures As of June 30, 2023, Coty's management, including the CEO and CFO, concluded that disclosure controls and procedures were effective at a reasonable assurance level, with no material changes to internal control over financial reporting during the fourth fiscal quarter - Management, including the CEO and CFO, evaluated the effectiveness of disclosure controls and procedures as of June 30, 2023[11] - The CEO and CFO concluded that as of June 30, 2023, the company's disclosure controls and procedures were effective at the reasonable assurance level[11] - No material changes in internal control over financial reporting were identified during the fourth fiscal quarter of 2023[323] Part III Item 10. Directors, Executive Officers and Corporate Governance Information regarding directors, executive officers, and corporate governance is incorporated by reference from the company's 2023 Proxy Statement - Information for this item is incorporated by reference from the company's proxy statement for the 2023 Annual Meeting of Stockholders[326][327][328] Item 11. Executive Compensation Information regarding executive and director compensation is incorporated by reference from the company's 2023 Proxy Statement - Information for this item is incorporated by reference from the "Executive Compensation" and "Director Compensation" sections of the 2023 Proxy Statement[329] Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information regarding security ownership is incorporated by reference from the company's 2023 Proxy Statement - Information for this item is incorporated by reference from the "Security Ownership of Certain Beneficial Owners and Management" section of the 2023 Proxy Statement[329] Item 13. Certain Relationships and Related Transactions, and Director Independence Information regarding related party transactions and director independence is incorporated by reference from the company's 2023 Proxy Statement - Information for this item is incorporated by reference from the "Certain Relationships and Transactions of Related Persons" and "Corporate Governance" sections of the 2023 Proxy Statement[330] Item 14. Principal Accounting Fees and Services Information regarding principal accounting fees and services is incorporated by reference from the company's 2023 Proxy Statement - Information for this item is incorporated by reference from the "Audit Fees and Other Fees" section of the 2023 Proxy Statement[331] Part IV Item 15. Exhibits, Financial Statement Schedules This section lists the documents filed as part of the Form 10-K report, including financial statements, financial statement schedules, and various exhibits such as transaction agreements, indentures, credit agreements, and executive compensation plans - This section contains a list of all documents filed as part of the annual report, including Consolidated Financial Statements and various exhibits[377][357]