INTER PARFUMS INC - Quarter Report: 2008 June (Form 10-Q)
UNITED
STATES
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,
2008.
|
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 No. 0-16469
INTER
PARFUMS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
13-3275609
|
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
|
incorporation
or organization)
|
Identification
No.)
|
551
Fifth Avenue, New York, New York 10176
(Address
of Principal Executive Offices) (Zip Code)
(212)
983-2640
(Registrants
telephone number, including area code)
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 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 a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company.
See
definition of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act).
Large
accelerated Filer ¨
|
Accelerated
filer x
|
Non-accelerated
filer ¨
(Do not check if a smaller reporting company)
|
Smaller
reporting company ¨
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes ¨
No
x
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.
At
August
6, 2008 there were 30,631,076 shares of common stock, par value $.001 per share,
outstanding.
INTER
PARFUMS, INC. AND SUBSIDIARIES
INDEX
Page Number
|
||
Part
I. Financial Information
|
||
Item
1.
|
Financial
Statements
|
1
|
Consolidated
Balance Sheets as of June 30, 2008 (unaudited) and December 31,
2007
|
2
|
|
Consolidated
Statements of Income for the Three and Six Month Periods Ended June
30,
2008 (unaudited) and June 30, 2007 (unaudited)
|
3
|
|
Consolidated
Statements of Cash Flows for the Six Months Ended June 30, 2008
(unaudited) and June 30, 2007 (unaudited)
|
4
|
|
Notes
to Consolidated Financial Statements
|
5
|
|
Item
2.
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
|
11
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
20
|
Item
4.
|
Controls
and Procedures
|
22
|
Part
II. Other Information
|
22
|
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
22
|
Item 4.
|
Submission
of Matters to a Vote of Security Holders
|
22
|
Item
6.
|
Exhibits
|
23
|
Signatures
|
24
|
INTER
PARFUMS, INC. AND SUBSIDIARIES
Part
I. Financial
Information
Item
1.
Financial Statements
In
our
opinion, the accompanying unaudited consolidated financial statements contain
all adjustments (consisting only of normal recurring adjustments) necessary
to
present fairly our financial position, results of operations and cash flows
for
the interim periods presented. We have condensed such financial statements
in
accordance with the rules and regulations of the Securities and Exchange
Commission. Therefore, such financial statements do not include all disclosures
required by accounting principles generally accepted in the United States of
America. These financial statements should be read in conjunction with our
audited financial statements for the year ended December 31, 2007 included
in our annual report filed on Form 10-K.
The
results of operations for the six months ended June 30, 2008 are not necessarily
indicative of the results to be expected for the entire fiscal
year.
Page
1
INTER
PARFUMS, INC. AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
(In
thousands except share and per share data)
June
30,
2008
|
December
31,
2007
|
||||||
(unaudited)
|
|||||||
ASSETS
|
|||||||
Current
assets:
|
|||||||
Cash
and cash equivalents
|
$
|
43,694
|
$
|
90,034
|
|||
Short-term
investments
|
5,517
|
--
|
|||||
Accounts
receivable, net of allowance for doubtful accounts of $1,371 and
$2,357 at
June 30, 2008 and December 31, 2007, respectively
|
120,939
|
118,140
|
|||||
Inventories
|
152,704
|
106,022
|
|||||
Receivables,
other
|
4,478
|
5,928
|
|||||
Other
current assets
|
6,295
|
5,253
|
|||||
Income
tax receivable
|
186
|
168
|
|||||
Deferred
tax assets
|
3,937
|
4,300
|
|||||
Total
current assets
|
337,750
|
329,845
|
|||||
Equipment
and leasehold improvements, net
|
7,938
|
7,262
|
|||||
Trademarks,
licenses and other intangible assets, net
|
121,464
|
101,577
|
|||||
Goodwill
|
7,179
|
6,715
|
|||||
Other
assets
|
1,146
|
653
|
|||||
$
|
475,477
|
$
|
446,052
|
||||
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
|||||||
Current
liabilities:
|
|||||||
Loans
payable – banks
|
$
|
11,678
|
$
|
7,217
|
|||
Current
portion of long-term debt
|
17,533
|
16,215
|
|||||
Accounts
payable – trade
|
94,352
|
88,297
|
|||||
Accrued
expenses
|
37,705
|
35,507
|
|||||
Income
taxes payable
|
216
|
3,023
|
|||||
Dividends
payable
|
1,017
|
1,026
|
|||||
Total
current liabilities
|
162,501
|
151,285
|
|||||
Long-term
debt, less current portion
|
37,725
|
43,518
|
|||||
Deferred
tax liability
|
10,171
|
4,664
|
|||||
Minority
interest
|
51,829
|
53,925
|
|||||
Shareholders’
equity:
|
|||||||
Preferred
stock, $.001 par; authorized 1,000,000
shares; none issued
|
|||||||
Common
stock, $.001 par; authorized 100,000,000 shares; outstanding
30,631,076 and 30,798,212 shares at June
30, 2008 and December 31, 2007, respectively
|
31
|
31
|
|||||
Additional
paid-in capital
|
40,649
|
40,023
|
|||||
Retained
earnings
|
158,608
|
147,995
|
|||||
Accumulated
other comprehensive income
|
42,513
|
30,955
|
|||||
Treasury
stock, at cost, 9,498,242 and 9,303,956 common shares
at June 30, 2008 and December 31, 2007, respectively
|
(28,550
|
)
|
(26,344
|
)
|
|||
213,251
|
192,660
|
||||||
$
|
475,477
|
$
|
446,052
|
See
notes to consolidated financial statements.
Page
2
INTER
PARFUMS, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF INCOME
(In
thousands except per share data)
(Unaudited)
Three
Months Ended
June
30,
|
Six
Months Ended
June
30,
|
||||||||||||
2008
|
2007
|
2008
|
2007
|
||||||||||
Net
sales
|
$
|
99,078
|
$
|
82,764
|
$
|
222,241
|
$
|
167,885
|
|||||
Cost
of sales
|
43,104
|
34,615
|
92,179
|
67,803
|
|||||||||
Gross
margin
|
55,974
|
48,149
|
130,062
|
100,082
|
|||||||||
Selling,
general and administrative
|
49,142
|
41,366
|
104,085
|
81,508
|
|||||||||
Income
from operations
|
6,832
|
6,783
|
25,977
|
18,574
|
|||||||||
Other
expenses (income):
|
|||||||||||||
Interest
expense
|
376
|
632
|
1,447
|
1,215
|
|||||||||
(Gain)
loss on foreign currency
|
(181
|
)
|
10
|
186
|
123
|
||||||||
Interest
income
|
(551
|
)
|
(790
|
)
|
(1,165
|
)
|
(1,589
|
)
|
|||||
Gain
on subsidiary’s issuance of stock
|
–
|
(369
|
)
|
–
|
(526
|
)
|
|||||||
(356
|
)
|
(517
|
)
|
468
|
(777
|
)
|
|||||||
Income
before income taxes and
minority
interest
|
7,188
|
7,300
|
25,509
|
19,351
|
|||||||||
Income
taxes
|
2,698
|
2,272
|
9,882
|
6,448
|
|||||||||
Income
before minority interest
|
4,490
|
5,028
|
15,627
|
12,903
|
|||||||||
Minority
interest in net income of
consolidated subsidiary
|
718
|
1,279
|
3,147
|
3,361
|
|||||||||
Net
income
|
$
|
3,772
|
$
|
3,749
|
$
|
12,480
|
$
|
9,542
|
|||||
Net
income per share:
|
|||||||||||||
Basic
|
$
|
0.12
|
$
|
0.12
|
$
|
0.41
|
$
|
0.31
|
|||||
Diluted
|
$
|
0.12
|
$
|
0.12
|
$
|
0.40
|
$
|
0.31
|
|||||
Weighted
average number of shares outstanding:
|
|||||||||||||
Basic
|
30,627
|
30,656
|
30,674
|
30,655
|
|||||||||
Diluted
|
30,914
|
31,087
|
30,861
|
31,009
|
|||||||||
Dividends
declared per share
|
$
|
0.033
|
$
|
0.033
|
$
|
0.066
|
$
|
0.066
|
See
notes to consolidated financial statements.
Page
3
INTER
PARFUMS, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(In
thousands)
(Unaudited)
Six
months ended
June
30,
|
|||||||
2008
|
2007
|
||||||
Cash
flows from operating activities:
|
|||||||
Net
income
|
$
|
12,480
|
$
|
9,542
|
|||
Adjustments
to reconcile net income to net
cash used in operating activities:
|
|||||||
Depreciation
and amortization
|
5,111
|
4,117
|
|||||
(Benefit)
provision for doubtful accounts
|
(69
|
)
|
289
|
||||
Noncash
stock compensation
|
591
|
408
|
|||||
Minority
interest in net income of consolidated subsidiary
|
3,147
|
3,361
|
|||||
Deferred
tax expense (benefit)
|
294
|
(2,686
|
)
|
||||
(Gain)
on subsidiary’s issuance of stock
|
–
|
(526
|
)
|
||||
Changes
in:
|
|||||||
Accounts
receivable
|
4,826
|
8,948
|
|||||
Inventories
|
(39,518
|
)
|
(29,926
|
)
|
|||
Other
assets
|
430
|
(1,131
|
)
|
||||
Accounts
payable and accrued expenses
|
(395
|
)
|
4,531
|
||||
Income
taxes payable
|
(2,967
|
)
|
1,309
|
||||
Net
cash (used in) operating activities
|
(16,070
|
)
|
(1,764
|
)
|
|||
Cash
flows from investing activities:
|
|||||||
Purchases
of short-term investments
|
(5,337
|
)
|
(300
|
)
|
|||
Proceeds
from sales of short-term investments
|
–
|
10,600
|
|||||
Purchases
of equipment and leasehold improvements
|
(1,860
|
)
|
(1,319
|
)
|
|||
Payment
for intangible assets acquired
|
(701
|
)
|
(24,891
|
)
|
|||
Payment
for acquisition of minority interests
|
(18,493
|
)
|
(4,673
|
)
|
|||
Proceeds
from sale of stock of subsidiary
|
1,776
|
2,234
|
|||||
Net
cash used in investing activities
|
(24,615
|
)
|
(18,349
|
)
|
|||
Cash
flows from financing activities:
|
|||||||
Proceeds
from loans payable - bank, net
|
3,937
|
4,837
|
|||||
Proceeds
from issuance of long-term debt
|
–
|
23,909
|
|||||
Repayment
of long-term debt
|
(8,423
|
)
|
(4,235
|
)
|
|||
Proceeds
from exercise of options
|
212
|
20
|
|||||
Dividends
paid
|
(2,054
|
)
|
(1,835
|
)
|
|||
Dividends
paid to minority interest
|
(1,735
|
)
|
(1,594
|
)
|
|||
Purchase
of treasury stock
|
(2,206
|
)
|
–
|
||||
Net
cash provided by (used in) financing activities
|
(10,269
|
)
|
21,102
|
||||
Effect
of exchange rate changes on cash
|
4,614
|
1,433
|
|||||
Net
increase (decrease) in cash and cash equivalents
|
(46,340
|
)
|
2,422
|
||||
Cash
and cash equivalents - beginning of period
|
90,034
|
58,247
|
|||||
Cash
and cash equivalents - end of period
|
$
|
43,694
|
$
|
60,669
|
|||
Supplemental
disclosure of cash flow information:
|
|||||||
Cash
paid for:
|
|||||||
Interest
|
$
|
1,915
|
$
|
1,163
|
|||
Income
taxes
|
9,478
|
6,678
|
See
notes to consolidated financial statements.
Page
4
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes
to Consolidated Financial Statements
1.
|
Significant
Accounting Policies:
|
The
accounting policies we follow are set forth in the notes to our financial
statements included in our Form 10-K which was filed with the Securities and
Exchange Commission for the year ended December 31, 2007. We also discuss
such policies in Part I, Item 2, Management’s Discussion and Analysis of
Financial Condition and Results of Operations, included in this Form 10-Q.
Certain prior year amounts in the accompanying consolidated statements of cash
flows have been reclassified to conform to current year
presentation.
The
consolidated financial statements include the accounts of the Company, including
majority-owned Inter Parfums, S.A. (“IPSA”), a subsidiary whose stock is
publicly traded in France. In June 2008, IPSA formed a new wholly-owned
subsidiary, Inter Parfums (Suisse) SA, to hold and manage certain of its brand
names. All material intercompany balances and transactions have been eliminated.
2.
|
New
Accounting
Pronouncements:
|
In
March
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS 161,
Disclosures about Derivative Instruments and Hedging Activities, as an amendment
to SFAS 133, Accounting for Derivative Instruments and Hedging Activities.
SFAS
161 requires that objectives for using derivative instruments be disclosed
in
terms of underlying risk and accounting designation. The fair value of
derivative instruments and their gains and losses will need to be presented
in
tabular format in order to present a more complete picture of the effects of
using derivative instruments. SFAS 161 is effective for financial statements
beginning after November 15, 2008. The Company does not believe that the
adoption of SFAS 161 will have a material impact on its consolidated financial
statements.
In
December 2007, the FASB issued SFAS 160, “Noncontrolling Interests in
Consolidated Financial Statements” (“SFAS 160”). SFAS 160 establishes
requirements for ownership interests in subsidiaries held by parties other
than
the Company (sometimes called “minority interests”) be clearly identified,
presented, and disclosed in the consolidated statement of financial position
within equity, but separate from the parent’s equity. All changes in the
parent’s ownership interests are required to be accounted for consistently as
equity transactions and any noncontrolling equity investments in deconsolidated
subsidiaries must be measured initially at fair value. SFAS 160 is effective,
on
a prospective basis, for fiscal years beginning after December 15, 2008.
However, presentation and disclosure requirements must be retrospectively
applied to comparative financial statements and upon implementation, the Company
will be required to classify its minority interests in equity in accordance
with
SFAS 160.
In
December 2007, the FASB issued SFAS 141(revised 2007), “Business Combinations”
(“SFAS 141R”). SFAS 141R provides revised guidance on how acquirers recognize
and measure the consideration transferred, identifiable assets acquired,
liabilities assumed, noncontrolling interests, and goodwill acquired in a
business combination. SFAS 141R also expands required disclosures surrounding
the nature and financial effects of business combinations. SFAS 141R is
effective, on a prospective basis, for fiscal years beginning after December
15,
2008. The Company is currently assessing the impact of SFAS 141R on its
consolidated financial statements. However, if additional minority interests
are
acquired after adoption of SFAS 141R, such transactions will be accounted for
as
equity transactions and not subject to purchase accounting.
Page
5
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes
to Consolidated Financial Statements
3. |
Shareholders’
Equity:
|
In
May
2008, the board of directors of the Company authorized a three-for-two stock
split effected in the form of a 50% stock dividend distributed on May 30, 2008
to shareholders of record as of May 15, 2008. As a result of the stock split,
the accompanying consolidated financial statements reflect an increase in the
number of outstanding shares of common stock and the transfer of the par value
of these additional shares from paid-in capital. All share and per share amounts
have been restated for all periods to reflect the retroactive effect of the
stock split.
In
February 2008, the board of directors of the Company had authorized a stock
repurchase program and in February 2008, the Company repurchased 194,286 shares
of its common stock at an average price of $11.35 per common share. In June
2008, the board of directors of the Company terminated the remainder of the
February 2008 authorization and authorized a new stock repurchase program
whereby the Company is authorized to repurchase a maximum of 500,000 shares
of
its common stock in the open market.
4. |
Share-Based
Payments:
|
The
Company maintains a stock option program for key employees, executives and
directors. The plans, all of which have been approved by shareholder vote,
provide for the granting of both nonqualified and incentive options. Options
granted under the plans vest over a period of four to five years and are
exercisable for a period of up to six years. Compensation cost is recognized
on
a straight-line basis over the requisite service period for the entire award.
It
is generally the Company’s policy to issue new shares upon exercise of stock
options.
Employee
stock-based compensation reduced income before income taxes by $0.28 million
and
$0.59 million for the three and six month periods ended June 30, 2008,
respectively, as compared to $0.28 million and $0.56 million for the
corresponding periods of the prior year. Employee stock-based compensation
reduced net income by $0.16 million and $0.33 million for the three and six
month periods ended June 30, 2008, respectively, as compared to $0.14 million
and $0.28 million for the corresponding periods of the prior year.
The
following table summarizes stock option information as of June 30,
2008:
Shares
|
Weighted
Average
Exercise Price
|
||||||
Outstanding
at January 1, 2008
|
1,206,600
|
$
|
12.29
|
||||
Granted
|
165,000
|
11.30
|
|||||
Exercised
|
(27,150
|
)
|
7.80
|
||||
Forfeited
or expired
|
(14,400
|
)
|
12.91
|
||||
Outstanding
at June 30, 2008
|
1,330,050
|
$
|
12.25
|
||||
Options
exercisable at June 30, 2008
|
830,708
|
$
|
12.16
|
||||
Options
available for future grants
|
1,027,694
|
Page
6
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes
to Consolidated Financial Statements
4. |
Share-Based
Payments (continued):
|
As
of
June 30, 2008, the weighted average remaining contractual life of options
outstanding is 2.8 years (1.44 years for options exercisable), the aggregate
intrinsic value of options outstanding is $3.8 million ($2.5 million for options
exercisable) and unrecognized compensation cost related to stock options
outstanding on Inter Parfums, Inc. stock aggregated $1.8 million. The amount
of
unrecognized compensation cost related to stock options outstanding of our
majority owned subsidiary, Inter Parfums S.A., was €0.7 million. Options under
Inter Parfums, S.A. plans vest over a four year period and no options were
granted by Inter Parfums, S.A. during the six month periods ended June 30,
2008
and June 30, 2007.
Cash
proceeds, tax benefits and intrinsic value related to stock options exercised
during the six months ended June 30, 2008 and June 30, 2007 were as
follows:
(In
thousands)
|
June
30,
2008
|
June
30,
2007
|
|||||
Cash
proceeds from stock options exercised
|
$
|
212
|
$
|
20
|
|||
Tax
benefits
|
–
|
–
|
|||||
Intrinsic
value of stock options exercised
|
136
|
29
|
No
tax
benefit was realized or recognized from stock options exercised as valuation
reserves were allocated to those potential benefits.
The
weighted average fair values of the options granted by Inter Parfums, Inc.
during the six months ended June 30, 2008 and 2007 were $5.53 and $5.18 per
share, respectively, on the date of grant using the Black-Scholes option pricing
model with the following assumptions: dividend yield 1.2% in 2008 and 1.0%
in
2007; volatility of 39% in 2008 and 26% in 2007; risk-free interest rates at
the
date of grant, 2.7% in 2008 and 5.0% in 2007; and an expected life of the option
of 4.5 years in 2008 and 4.0 years in 2007. The Company uses the simplified
method in developing its estimate of the expected term of the option and
expected volatility is estimated using historical volatility.
5. |
Comprehensive
Income:
|
(In
thousands)
|
Three
months ended
June
30,
|
Six
months ended
June
30,
|
|||||||||||
2008
|
2007
|
2008
|
2007
|
||||||||||
Comprehensive
income:
|
|||||||||||||
Net
income
|
$
|
3,772
|
$
|
3,749
|
$
|
12,480
|
$
|
9,542
|
|||||
Other
comprehensive income, net of tax:
|
|||||||||||||
Foreign
currency translation adjustment
|
(607
|
)
|
1,715
|
11,698
|
3,199
|
||||||||
Change
in fair value of derivatives
|
–
|
14
|
(140
|
)
|
9
|
||||||||
Comprehensive
income
|
$
|
3,165
|
$
|
5,478
|
$
|
24,038
|
$
|
12,750
|
Page
7
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes
to Consolidated Financial Statements
6. |
Segment
and Geographic Areas:
|
We
manufacture and distribute one product line, fragrances and fragrance
related products and we manage our business in two segments, European
based operations and United States based operations. The European
assets
are primarily located, and operations are primarily conducted, in
France.
European operations primarily represent the sale of prestige brand
name
fragrances and United States operations primarily represent the sale
of
specialty retail and mass market fragrances. Information on the Company’s
operations by geographical areas is as
follows:
|
(In
thousands)
|
Three months ended
June 30,
|
Six months ended
June 30,
|
|||||||||||
2008
|
2007
|
2008
|
2007
|
||||||||||
Net
Sales:
|
|||||||||||||
United
States
|
$
|
15,218
|
$
|
12,334
|
$
|
27,753
|
$
|
21,889
|
|||||
Europe
|
84,876
|
70,653
|
195,504
|
146,420
|
|||||||||
Eliminations
of intercompany sales
|
(1,016
|
)
|
(223
|
)
|
(1,016
|
)
|
(424
|
)
|
|||||
$
|
99,078
|
$
|
82,764
|
$
|
222,241
|
$
|
167,885
|
||||||
Net
Income (Loss):
|
|||||||||||||
United
States
|
$
|
669
|
$
|
(223
|
)
|
$
|
223
|
$
|
(910
|
)
|
|||
Europe
|
3,143
|
3,984
|
12,272
|
10,401
|
|||||||||
Eliminations
|
(40
|
)
|
(12
|
)
|
(15
|
)
|
51
|
||||||
$
|
3,772
|
$
|
3,749
|
$
|
12,480
|
$
|
9,542
|
||||||
June
30,
|
December 31,
|
||||||||||||
2008
|
2007
|
||||||||||||
Total
Assets:
|
|||||||||||||
United
States
|
$
|
51,899
|
$
|
52,571
|
|||||||||
Europe
|
433,698
|
403,351
|
|||||||||||
Eliminations
of investment in subsidiary
|
(10,120
|
)
|
(9,870
|
)
|
|||||||||
$
|
475,477
|
$
|
446,052
|
7.
|
Earnings
Per Share:
|
Basic
earnings per share is computed using the weighted average number of shares
outstanding during each period. Diluted earnings per share is computed using
the
weighted average number of shares outstanding during each period, plus the
incremental shares outstanding assuming the exercise of dilutive stock options
and warrants using the treasury stock method. All share and per share amounts
have been restated for all periods to reflect the retroactive effect of the
stock split. The following table sets forth the computation of basic and diluted
earnings per share:
Page
8
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes
to Consolidated Financial Statements
7.
|
Earnings
Per Share (continued):
|
(In
thousands)
|
Three
months ended
June
30,
|
Six
months ended
June
30,
|
|||||||||||
2008
|
2007
|
2008
|
2007
|
||||||||||
Numerator:
|
|||||||||||||
Net
income
|
$
|
3,772
|
$
|
3,749
|
$
|
12,480
|
$
|
9,542
|
|||||
Effect
of dilutive stock options of consolidated subsidiary
|
(10
|
)
|
–
|
(87
|
)
|
–
|
|||||||
$
|
3,762
|
$
|
3,749
|
$
|
12,393
|
$
|
9,542
|
||||||
Denominator:
|
|||||||||||||
Weighted
average shares
|
30,627
|
30,656
|
30,674
|
30,655
|
|||||||||
Effect
of dilutive stock options and warrants
|
287
|
431
|
187
|
354
|
|||||||||
30,914
|
31,087
|
30,861
|
31,009
|
Not
included in the above computations is the effect of antidilutive
potential
common shares which consist of outstanding options to purchase 33,000
and
404,000 shares of common stock for the three and six month periods
ended
June 30, 2008, respectively, and 252,000 and 400,500 shares of common
stock for the three and six month periods ended June 30, 2007,
respectively, as well as outstanding warrants to purchase 150,000
shares
of common stock for all periods presented.
|
8. |
Inventories:
|
Inventories
consist of the following:
(In
thousands)
|
June
30,
2008
|
December
31,
2007
|
|||||
Raw
materials and component parts
|
$
|
59,328
|
$
|
41,109
|
|||
Finished
goods
|
93,376
|
64,913
|
|||||
$
|
152,704
|
$
|
106,022
|
9.
|
Short-term
Investments:
|
Short-term
investments consist of certificates of deposit with maturities of
greater
than three months.
|
Page
9
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes
to Consolidated Financial Statements
10.
|
Acquisition
of Minority Interests:
|
In
January, February and May 2008, we acquired an additional 3.6% interest in
Inter
Parfums S.A., our majority owned French subsidiary, from its minority
shareholders for approximately $18.5 million in cash. The allocation of the
purchase price was as follows:
Trademarks
|
$
|
15,458
|
||
Minority
interest
|
8,356
|
|||
Deferred
tax liability
|
(5,321
|
)
|
||
Total
|
$
|
18,493
|
The
acquisition was accounted for under the purchase method and brings our ownership
interest in Inter Parfums S.A. to approximately 75%.
11.
|
Entry
Into Definitive
Agreements:
|
[1] In
April
2008, we expanded our current relationship with Gap Inc. with the signing of
a
licensing agreement for international distribution of personal care products
through Gap and Banana Republic stores as well as select specialty and
department stores outside the United States, including duty-free and other
travel related retailers. The agreement is effective through December 31, 2011.
[2] In
July
2008, we entered into an exclusive six year worldwide agreement with bebe
stores, inc. under which we will design, manufacture and supply fragrance,
bath
and body products and color cosmetics for company-owned bebe stores in the
United States and Canada as well as select specialty and department stores
worldwide.
[3]
In
July
2008, our license to create, produce and distribute perfumes and cosmetics
under
the Paul Smith brand, originally signed in December 1998, was extended for
an
additional seven years through December 31, 2017 on comparable terms and
conditions.
12.
|
Fair
Value Measurement:
|
The
Company has certain instruments that are measured at fair value on a recurring
basis and believes that these instruments fall within Level 2 of the fair value
hierarchy. As of June 30, 2008, the Company held foreign currency forward
exchange contracts which had a net fair value of $1.0 million based on
quotations from financial institutions and interest rate swaps with a fair
value
liability of $0.5 million based on the discounted net present value of the
swaps
using third party quotes obtained from financial institutions.
Page
10
INTER
PARFUMS, INC. AND SUBSIDIARIES
Item
2: MANAGEMENT’S
DISCUSSION AND ANALYSIS OF
FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Forward
Looking Information
Statements
in this report which are not historical in nature are forward-looking
statements. Although we believe that our plans, intentions and expectations
reflected in such forward-looking statements are reasonable, we can give no
assurance that such plans, intentions or expectations will be achieved. In
some
cases you can identify forward-looking statements by forward-looking words
such
as "anticipate," "believe," "could," "estimate," "expect," "intend," "may,"
"should," "will" and "would" or similar words. You should not rely on
forward-looking statements because actual events or results may differ
materially from those indicated by these forward-looking statements as a result
of a number of important factors. These factors include, but are not limited
to,
the risks and uncertainties discussed under the headings “Forward Looking
Statements” and "Risk Factors" in Inter Parfums' annual report on Form 10-K for
the fiscal year ended December 31, 2007 and the reports Inter Parfums files
from
time to time with the Securities and Exchange Commission. Inter Parfums does
not
intend to and undertakes no duty to update the information contained in this
report.
Overview
We
operate in the fragrance business, and manufacture, market and distribute a
wide
array of fragrances and fragrance related products. We manage our business
in
two segments, European based operations and United States based operations.
Our
prestige fragrance products are produced and marketed by our European operations
through our 75% owned subsidiary in Paris, Inter Parfums, S.A., which is also
a
publicly traded company as 25% of Inter Parfums, S.A. shares trade on the
Euronext. Prestige cosmetics and prestige skin care products represent less
than
3% of consolidated net sales.
We
produce and distribute our prestige products primarily under license agreements
with brand owners and European based prestige product sales represented
approximately 88% of net sales for the six months ended June 30, 2008. We have
built a portfolio of brands, which include Burberry, Lanvin, Paul Smith, S.T.
Dupont, Christian Lacroix, Quiksilver/Roxy, Van Cleef & Arpels and Nickel
whose products are distributed in over 120 countries around the world. Burberry
is our most significant license; sales of Burberry products represented 60%
and
58% of net sales for the six months ended June 30, 2008 and 2007, respectively.
Our
specialty retail and mass-market fragrance and fragrance related products are
marketed through our United States operations and represented 12% of net sales
for the six month period ended June 30, 2008. These products are sold under
trademarks owned by us or pursuant to license or other agreements with the
owners of the Gap,
Banana
Republic, New York & Company, Brooks Brothers and
Jordache
trademarks.
Prior
to
2007, seasonality was not a major influence to our sales. However, with the
establishment in 2007 of our four majority-owned European distribution
subsidiaries and our growing specialty retail product lines, sales have been,
and are expected to continue to be more concentrated in the second half of
the
year.
Page
11
INTER
PARFUMS, INC. AND SUBSIDIARIES
We
grow
our business in two distinct ways. We grow by adding new brands to our
portfolio, either through new licenses or out-right acquisitions of brands.
We
also grow through the creation of fragrance family extensions within the
existing brands in our portfolio. Every year or two, we create a new family
of
fragrances for each brand in our portfolio.
Our
business is not capital intensive, and it is important to note that we do not
own any manufacturing facilities. We act as a general contractor and source
our
needed components from our suppliers. These components are received at one
of
our distribution centers and then, based upon production needs, the components
are sent to one of several third party fillers which manufacture the finished
goods for us and ship them back to our distribution center.
Recent
Important Events
bebe
stores, inc.
In
July
2008, we entered into an exclusive six year worldwide agreement with bebe
stores, inc. under which we will design, manufacture and supply fragrance,
bath
and body products and color cosmetics for company-owned bebe stores in the
United States and Canada as well as select specialty and department stores
worldwide.
Gap
and Banana Republic International
In
April
2008, we expanded our current relationship with Gap Inc. with the signing of
a
licensing agreement for international distribution of personal care products
through Gap and Banana Republic stores as well as select specialty and
department stores outside the United States, including duty-free and other
travel related retailers. The agreement is effective through December 31, 2011.
Acquisition
of Minority Interests
During
the period December 2007 through May 2008, we acquired an additional 4.8%
interest in Inter Parfums, S.A., our majority owned French subsidiary, from
its
minority shareholders for approximately $24.8 million in cash. The allocation
of
the aggregate purchase price was as follows:
Trademarks
|
$
|
20,927
|
||
Minority
interest
|
11,080
|
|||
Deferred
tax liability
|
(7,204
|
)
|
||
Total
|
$
|
24,803
|
The
acquisition was accounted for under the purchase method and brings our ownership
interest in Inter Parfums, S.A. to approximately 75%.
Discussion
of Critical Accounting Policies
We
make
estimates and assumptions in the preparation of our financial statements in
conformity with accounting principles generally accepted in the United States
of
America. Actual results could differ significantly from those estimates under
different assumptions and conditions. We believe the following discussion
addresses our most critical accounting policies, which are those that are most
important to the portrayal of our financial condition and results of operations.
These accounting policies generally require our management’s most difficult and
subjective judgments, often as a result of the need to make estimates about
the
effect of matters that are inherently uncertain. The following is a brief
discussion of the more critical accounting policies that we employ.
Page
12
INTER
PARFUMS, INC. AND SUBSIDIARIES
Revenue
Recognition
We
sell
our products to department stores, perfumeries, specialty retailers, mass-market
retailers, supermarkets and domestic and international wholesalers and
distributors. Sales of such products by our domestic subsidiaries are
denominated in U.S. dollars and sales of such products by our foreign
subsidiaries are primarily denominated in either Euros or U.S. dollars. Accounts
receivable reflect the granting of credit to these customers. We generally
grant
credit based upon our analysis of the customer’s financial position as well as
previously established buying patterns. We recognize revenues when merchandise
is shipped and the risk of loss passes to the customer. Net sales are comprised
of gross revenues less returns, and trade discounts and allowances.
Sales
Returns
Generally,
we do not permit customers to return their unsold products. However, on a
case-by-case basis we occasionally allow customer returns. We regularly review
and revise, as deemed necessary, our estimate of reserves for future sales
returns based primarily upon historic trends and relevant current data. We
record estimated reserves for sales returns as a reduction of sales, cost of
sales and accounts receivable. Returned products are recorded as inventories
and
are valued based upon estimated realizable value. The physical condition and
marketability of returned products are the major factors we consider in
estimating realizable value. Actual returns, as well as estimated realizable
values of returned products, may differ significantly, either favorably or
unfavorably, from our estimates, if factors such as economic conditions,
inventory levels or competitive conditions differ from our expectations.
Promotional
Allowances
We
have
various performance-based arrangements with certain retailers. These
arrangements primarily allow customers to take deductions against amounts owed
to us for product purchases. The costs that we incur for performance based
arrangements, shelf replacement costs and slotting fees are netted against
revenues on our consolidated statement of income. Estimated accruals for
promotions and advertising programs are recorded in the period in which the
related revenue is recognized. We review and revise the estimated accruals
for
the projected costs for these promotions. Actual costs incurred may differ
significantly, either favorably or unfavorably, from estimates if factors such
as the level and success of the retailers’ programs or other conditions differ
from our expectations.
Inventories
Inventories
are stated at the lower of cost or market value. Cost is principally determined
by the first-in, first-out method. We record adjustments to the cost of
inventories based upon our sales forecast and the physical condition of the
inventories. These adjustments are estimates, which could vary significantly,
either favorably or unfavorably, from actual requirements if future economic
conditions or competitive conditions differ from our
expectations.
Page
13
INTER
PARFUMS, INC. AND SUBSIDIARIES
Equipment
and Other Long-Lived Assets
Equipment,
which includes tools and molds, is recorded at cost and is depreciated on a
straight-line basis over the estimated useful lives of such assets. Changes
in
circumstances such as technological advances, changes to our business model
or
changes in our capital spending strategy can result in the actual useful lives
differing from our estimates. In those cases where we determine that the useful
life of equipment should be shortened, we would depreciate the net book value
in
excess of the salvage value, over its revised remaining useful life, thereby
increasing depreciation expense. Factors such as changes in the planned use
of
equipment, or market acceptance of products, could result in shortened useful
lives.
Long-lived
assets, including trademarks, licenses, goodwill and other rights, are reviewed
for impairment whenever events or changes in circumstances indicate that the
carrying amount of any such asset may not be recoverable. If the sum of the
undiscounted cash flows (excluding interest) is less than the carrying value,
then we recognize an impairment loss, measured as the amount by which the
carrying value exceeds the fair value of the asset. The estimate of undiscounted
cash flows is based upon, among other things, certain assumptions about expected
future operating performance. Our estimates of undiscounted cash flows may
differ from actual cash flows due to, among other things, economic conditions,
changes to our business model or changes in consumer acceptance of our products.
In those cases where we determine that the useful life of long-lived assets
should be shortened, we would depreciate the net book value in excess of the
salvage value (after testing for impairment as described above), over the
revised remaining useful life of such asset thereby increasing amortization
expense.
Income
Taxes
Deferred
income taxes are recognized for the tax consequences of temporary differences
by
applying enacted statutory tax rates applicable to future years to the
difference between the financial statement carrying amounts and the tax bases
of
existing assets and liabilities. Tax benefits recognized are reduced by a
valuation allowance where it is more likely than not that the benefits may
not
be realized.
Page
14
INTER
PARFUMS, INC. AND SUBSIDIARIES
Results
of Operations
Three
and Six Months Ended June 30, 2008 as Compared to the Three and Six Months
Ended
June 30, 2007
Net sales
|
Three months ended
June 30,
|
Six months ended
June 30,
|
|||||||||||||||||
(In millions)
|
|
2008
|
|
%
Change
|
|
2007
|
|
2008
|
|
%
Change
|
|
2007
|
|||||||
European
based product sales
|
$
|
83.9
|
19%
|
|
$
|
70.5
|
$
|
194.4
|
33%
|
|
$
|
146.0
|
|||||||
United
States based product sales
|
15.2
|
23%
|
|
12.3
|
27.8
|
27%
|
|
21.9
|
|||||||||||
Total
net sales
|
$
|
99.1
|
20%
|
|
$
|
82.8
|
$
|
222.2
|
32%
|
|
$
|
167.9
|
Net
sales
for the three months ended June 30, 2008 increased 20% to $99.1 million, as
compared to $82.8 million for the corresponding period of the prior year. At
comparable foreign currency exchange rates, net sales increased 12% for the
period. Net sales for the six months ended June 30, 2008 increased 32% to $222.2
million, as compared to $167.9 million for the corresponding period of the
prior
year. At comparable foreign currency exchange rates, net sales increased 24%
for
the period. The weakness of the US dollar relative to the euro gave rise to
the
difference between constant dollar and reported net sales.
European
based prestige product sales increased 19% for the three months ended June
30,
2008 and 33% for the six months ended June 30, 2008, as compared to the
corresponding periods of the prior year. Burberry fragrances continued to drive
sales growth with an increase of 19% and 37% for the three and six months ended
June 30, 2008, respectively, as compared to the corresponding periods of the
prior year. Such growth is the result of the successful launch of Burberry
The
Beat
coupled
with good performance by the brand’s existing lines. Despite the challenging
economic environment, European based prestige product sales showed strong growth
in both mature markets like Western Europe increasing 21% in local currency
and
newer markets like Asia, up 30% in local currency for the six months ended
June
30, 2008, as compared to the corresponding period of the prior
year.
In
January 2007, we began operations pursuant to our exclusive, worldwide license
with Van Cleef & Arpels Logistics SA. Sales of products under the Van Cleef
& Arpels brand also contributed to growth in European based product sales
and aggregated $6.0 million and $13.8 million for the three and six months
ended
June 30, 2008, respectively, as compared to $3.3 million and $6.1 million for
the corresponding periods of the prior year.
We
are in
the midst of a very active launch schedule for 2008 which began in the first
quarter with a new fragrance family for Burberry fragrances. In addition to
several limited edition flankers that were launched during the first six months
of 2008, beginning in September, we plan to launch new families of fragrances
under the Lanvin, Van Cleef & Arpels, and ST Dupont brand names. Our license
with Quiksilver, which launched a suncare collection in the spring of 2008,
was
amended to include men’s fragrances; the debut of the first Quiksilver fragrance
is scheduled for an early 2009 debut.
Page
15
INTER
PARFUMS, INC. AND SUBSIDIARIES
With
respect to our United States specialty retail and mass-market products, net
sales were up 23% for the three months ended June 30, 2008 and 27% for the
six
months ended June 30, 2008, as compared to the corresponding periods of the
prior year. After launching products for Banana Republic’s North American stores
in 2006, in May 2007, over 150 Gap Body stores in the United States and Canada
unveiled more than 70 new bath and body products we created for them. The bath
and body line was followed in August 2007 by new Gap eau de toilette products
and men’s fragrance and grooming products. All product lines were rolled out to
approximately 200 Gap stores in August and approximately 300 Gap stores in
October. In addition, we prepared a complete assortment of holiday programs
for
Gap and Banana Republic North American stores.
The
increase in United States based product sales also reflects international
distribution of Gap and Banana Republic product. As recently announced, we
have
expanded our current relationship with Gap Inc. with the signing of a licensing
agreement for international distribution of personal care products through
Gap
and Banana Republic stores as well as select specialty and department stores
outside the United States, including duty-free and other travel related
retailers. The agreement is effective through December 31, 2011.
New
product introductions are in the works for New York & Company, and pursuant
to our exclusive agreement with Brooks Brothers, we are well under way in our
plans to design, manufacture and supply personal care products for men and
women
to be sold at Brooks Brothers locations in the United States as well as Brooks
Brothers stores and specialty retail and department stores outside the United
States, including duty free and other travel-related retailers. We anticipate
having new products available for Brooks Brothers US stores in time for the
2008
holiday season and internationally in 2009.
Sales
of
mass market fragrance products have been in a decline for several years. We
believe that rising oil and gas prices are a significant cause for declining
sales in the dollar store markets, as dollar store customers have less
disposable cash. Sales to this market aggregated approximately $5.0 million
and
$9.8 million for the three and six months ended June 30, 2008, respectively,
as
compared to $6.5 million and $11.6 million for the corresponding periods of
the
prior year. We have no plans to discontinue sales to this market, because such
sales continue to contribute to the absorption of the overhead of our United
States based operations. However, we have and will continue to consolidate
our
product offerings.
In
July
2008, we entered into an exclusive six year worldwide agreement with bebe
stores, inc. under which we will design, manufacture and supply fragrance,
bath
and body products and color cosmetics for company-owned bebe stores in the
United States and Canada as well as select specialty and department stores
worldwide.
In
addition, we are actively pursuing other new business opportunities. However,
we
cannot assure you that any new licenses, acquisitions or specialty retail
agreements will be consummated.
Page
16
INTER
PARFUMS, INC. AND SUBSIDIARIES
Gross margin
|
Three months ended
June 30,
|
Six months ended
June 30,
|
|||||||||||
(In
millions)
|
2008
|
2007
|
2008
|
2007
|
|||||||||
Net
sales
|
$
|
99.1
|
$
|
82.8
|
$
|
222.2
|
$
|
167.9
|
|||||
Cost
of sales
|
43.1
|
34.7
|
92.2
|
67.8
|
|||||||||
Gross
margin
|
$
|
56.0
|
$
|
48.1
|
$
|
130.0
|
$
|
100.1
|
|||||
Gross
margin as a percent
of net sales
|
57
|
%
|
58
|
%
|
59
|
%
|
60
|
%
|
Gross
profit margin was 57% and 59% for the three and six month periods ended
June 30, 2008, respectively, as compared to 58% and 60% for the
corresponding periods of the prior year. Sales of product from our European
based prestige fragrance operations, consistently generate higher gross profit
margins than sales of our United States based specialty retail and mass-market
products. Gross margins were relatively consistent with that of the prior year
among all of our product lines. The small decline in 2008 is the effect the
decline of the US dollar against the euro has on our European based product
sales to United States customers. Sales to these customers are denominated
in
dollars while our costs are incurred in euros.
Generally,
we do not bill customers for shipping and handling costs and such costs, which
aggregated $1.6 million and $3.2 million for the three and six month periods
ended June 30, 2008, respectively, as compared to $1.4 million and $2.8
million for the corresponding periods of the prior year, are included in
selling, general and administrative expense in the consolidated statements
of
income. As such, our company’s gross profit may not be comparable to other
companies which may include these expenses as a component of cost of goods
sold.
Selling,
general & administrative expenses
|
Three
months ended
June
30,
|
Six
months ended
June
30,
|
|||||||||||
(In
millions)
|
2008
|
2007
|
2008
|
2007
|
|||||||||
Selling,
general & administrative expenses
|
$
|
49.1
|
$
|
41.4
|
$
|
104.1
|
$
|
81.5
|
|||||
Selling,
general & administrative expenses as a percent of net
sales
|
50
|
%
|
50
|
%
|
47
|
%
|
49
|
%
|
Selling,
general and administrative expenses increased 19% and 28% for the three and
six-month periods ended June 30, 2008, respectively, as compared to the
corresponding periods of the prior year. As a percentage of sales, selling,
general and administrative expenses were 50% and 47% of sales for the three
and
six-month periods ended June 30, 2008, respectively, as compared to 50% and
49%
for the corresponding periods of the prior year.
Promotion
and advertising included in selling, general and administrative expenses
aggregated $18.5 million and $35.1 million for the three and six-month periods
ended June 30, 2008, respectively, as compared to $13.2 million and $25.7
million for the corresponding periods of the prior year. Although our 2008
first
quarter sales include a significant contribution from the launch of Burberry,
The
Beat,
the
advertising expenditure requirements pursuant to our license with Burberry
does
not require such spending to be incurred until our distributors sell such
product to retailers. As a result, promotion and advertising represented 18.7%
of sales for the three month period ended June 30, 2008 as compared to 13.5%
of
net sales for the three month period ended March 31, 2008. Royalty expense,
included in selling, general, and administrative expenses, aggregated $7.9
million and $20.1 million for the three and six-month periods ended June 30,
2008, respectively, as compared to $7.9 million and $17.5 million for the
corresponding periods of the prior year.
Page
17
INTER
PARFUMS, INC. AND SUBSIDIARIES
Income
from operations was $6.8 million for both the three-month period ended June
30,
2008 and 2007. Income from operations increased 39% to $26.0 million for the
six
month period ended June 30, 2008, as compared to $18.6 million for the
corresponding period of the prior year. Operating margins were 6.9% and 11.7%
of
net sales for the three and six month periods ended June 30, 2008, respectively,
as compared to 8.2% and 11.1% for the corresponding periods of the prior year.
Interest
expense aggregated $0.4 million and $1.4 million for the three and six-month
periods ended June 30, 2008, respectively, as compared to $0.6 million and
$1.2
million for the corresponding periods of the prior year. We
use
the credit lines available to us, as needed, to finance our working capital
needs. An €18 million and a €22 million five-year credit facility were entered
into in January 2007 and September 2007, respectively, to finance payments
required for the Van Cleef & Arpels license agreement and the acquisition of
the Lanvin trademarks.
Foreign
currency gains (losses) aggregated $0.2 million and ($0.2) million for the
three
and six-month periods ended June 30, 2008, respectively, as compared to ($0.0)
million and ($0.1) million for the corresponding periods of the prior year.
We
enter into foreign currency forward exchange contracts to manage exposure
related to certain foreign currency commitments.
Our
effective income tax rate was 38% and 39% for the three and six-month periods
ended June 30, 2008, respectively, as compared to 31% and 33% for the
corresponding periods of the prior year. Our effective tax rates differ from
statutory rates due to the effect of state and local taxes and tax rates in
foreign jurisdictions which are slightly higher than those in the United States.
The increase in our effective rate in 2008 resulted primarily from valuation
allowances that have been provided in 2008 on deferred tax assets relating
to
foreign net operating loss carryforwards, as future profitable operations from
our four European based distribution subsidiaries is not assured. No significant
changes in tax rates were experienced nor were any expected in jurisdictions
where we operate.
Net
income was $3.8 million for the three-month period ended June 30, 2008, as
compared to $3.7 million for the corresponding period of the prior year. Net
income increased 31% to $12.5 million for the six-month period ended June 30,
2008, as compared to $9.5 million for the corresponding period of the prior
year.
Diluted
earnings per share were $0.12 for both the three month periods ended
June 30, 2008 and 2007 and diluted earnings per share were $0.40 and $0.31
for the six month periods ended June 30, 2008 and 2007, respectively. Weighted
average shares outstanding aggregated 30.6 million and 30.7 million for the
three and six-month periods ended June 30, 2008, respectively, as compared
to
30.7 million for both corresponding periods of the prior year. On a diluted
basis, average shares outstanding were 30.9 million for both the three and
six-month periods ended June 30, 2008, as compared to 31.1 million and 31.0
million for the three and six-month periods ended June 30, 2007, respectively.
In May 2008, our board of directors authorized a three-for-two stock split
effected in the form of a 50% stock dividend distributed on May 30, 2008 to
shareholders of record as of May 15, 2008. All share and per share amounts
have
been restated for all periods to reflect the retroactive effect of the stock
split.
Page
18
INTER
PARFUMS, INC. AND SUBSIDIARIES
In
February 2008, the board of directors of the Company had authorized a stock
repurchase program and in February 2008, the Company repurchased 194,286 shares
of its common stock at an average price of $11.35 per common share. In June
2008, the board of directors of the Company terminated the remainder of the
February 2008 authorization and authorized a new stock repurchase program
whereby the Company is authorized to repurchase a maximum of 500,000 shares
of
its common stock in the open market.
Liquidity
and Capital Resources
Our
financial position remains strong. At June 30, 2008, working capital aggregated
$175 million and we had a working capital ratio in excess of 2.0 to 1. Cash
and
cash equivalents and short-term investments aggregated $49 million.
Cash
used
in operating activities aggregated $16.1 million and $1.8 million for the six
month periods ended June 30, 2008 and 2007, respectively. In terms of cash
flows, for the six month period ended June 30, 2008, inventories grew 37%.
As
previously mentioned, 2008 is one of the most aggressive years for our company
in terms of new product launches. Although Burberry, The
Beat
initially launched during the first quarter of 2008, additional geographic
expansion is still underway. In addition, we are preparing for the third quarter
2008 new fragrance family launches for Lanvin, Van Cleef & Arpels, ST Dupont
and Nickel.
Cash
flows used in investing activities in 2008, reflects the purchase of an
additional 3.6% interest in Inter Parfums, S.A., our majority owned French
subsidiary, from its minority shareholders for approximately $18.5 million
in
cash. The acquisition brings our ownership interest in Inter Parfums, S.A.
to
approximately 75%.
Cash
flows used in investing activities in 2008 also reflects payments of
approximately $1.9 million for capital items. Our business is not capital
intensive as we do not own any manufacturing facilities. We typically spend
between $2.0 and $3.0 million per year on tools and molds, depending on our
new
product development calendar. The balance of capital expenditures is for office
fixtures, computer equipment and industrial equipment needed at our distribution
centers. Capital expenditures in 2008 are expected to be in the range of $2.5
million to $3.5 million, considering our 2008 launch schedule.
In
December 2007, our board of directors authorized the continuation of our cash
dividend of $0.132 per share for 2008, aggregating approximately $4.1 million
per annum, payable $.033 per share on a quarterly basis. Our next cash dividend
for 2008 will be paid on October 15, 2008 to shareholders of record on September
30, 2008. Dividends paid, including dividends paid once per year to minority
shareholders of Inter Parfums, S.A., aggregated $3.8 million and $3.4 million
for the six-month periods ended June 30, 2008 and 2007, respectively. The cash
dividend for 2008 represents a small part of our cash position and is not
expected to have any significant impact on our financial
position.
Page
19
INTER
PARFUMS, INC. AND SUBSIDIARIES
In
February 2008, our board of directors authorized a stock repurchase program
whereby our Company is authorized to repurchase a maximum of 750,000 shares
of
its common stock in the open market. In February 2008, we repurchased 194,286
shares of our common stock at an average price of $11.35 per common
share.
Our
short-term financing requirements are expected to be met by available cash
and
short-term investments on hand at June 30, 2008, cash generated by operations
and short-term credit lines provided by domestic and foreign banks. The
principal credit facilities for 2008 consist of a $12.0 million unsecured
revolving line of credit provided by a domestic commercial bank and
approximately $45.0 million in credit lines provided by a consortium of
international financial institutions.
We
believe that funds generated from operations, supplemented by our present cash
position and available credit facilities, will provide us with sufficient
resources to meet all present and reasonably foreseeable future operating
needs.
Inflation
rates in the U.S. and foreign countries in which we operate did not have a
significant impact on operating results for the three month period ended June
30, 2008.
Contractual
Obligations
We
lease
our office and warehouse facilities under operating leases which are subject
to
escalation clauses and expire at various dates through 2014. Minimum future
annual rental payments for the years ended December 31, 2008, 2009, 2010, 2011,
2012 and thereafter are $6.7 million, $6.8 million, $6.6 million, $5.1 million,
$1.7 million and $1.3 million, respectively.
Our
company is party to a number of license agreements for the use of trademarks
and
rights in connection with the manufacture and sale of our products expiring
at
various dates through 2018. In connection with certain of these license
agreements, we are subject to minimal annual advertising commitments, minimum
annual royalties and other commitments which for the years ended December 31,
2008, 2009, 2010, 2011, 2012 and thereafter are $143 million, $151 million,
$159
million, $155 million, $163 million and $763 million, respectively. Future
advertising commitments are estimated based on planned future sales for the
license terms that were in effect at December 31, 2007, without consideration
for potential renewal periods. The figures included above do not reflect the
fact that historically our distributors have shared in our advertising
obligations.
Item
3: QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
General
We
address certain financial exposures through a controlled program of risk
management that primarily consists of the use of derivative financial
instruments. Our French subsidiary primarily enters into foreign currency
forward exchange contracts in order to reduce the effects of fluctuating foreign
currency exchange rates. We do not engage in the trading of foreign currency
forward exchange contracts or interest rate swaps.
Page
20
INTER
PARFUMS, INC. AND SUBSIDIARIES
Foreign
Exchange Risk Management
We
periodically enter into foreign currency forward exchange contracts to hedge
exposure related to receivables denominated in a foreign currency and to manage
risks related to future sales expected to be denominated in a foreign currency.
We enter into these exchange contracts for periods consistent with our
identified exposures. The purpose of the hedging activities is to minimize
the
effect of foreign exchange rate movements on the receivables and cash flows
of
Inter Parfums, S.A., our French subsidiary, whose functional currency is the
Euro. All foreign currency contracts are denominated in currencies of
major industrial countries and
are
with large financial
institutions, which are rated as strong investment grade.
All
derivative instruments are required to be reflected as either assets or
liabilities in the balance sheet measured at fair value. Generally, increases
or
decreases in fair value of derivative instruments will be recognized as gains
or
losses in earnings in the period of change. If the derivative is designated
and
qualifies as a cash flow hedge, the changes in fair value of the derivative
instrument will be recorded in other comprehensive income.
Before
entering into a derivative transaction for hedging purposes, we determine that
the change in the value of the derivative will effectively offset the change
in
the fair value of the hedged item from a movement in foreign currency rates.
Then, we measure the effectiveness of each hedge throughout the hedged period.
Any hedge ineffectiveness is recognized in the income statement.
We
believe that our risk of loss as the result of nonperformance by any of such
financial institutions is remote and in any event would not be material. The
contracts have varying maturities with none exceeding one year. Costs associated
with entering into such contracts have not been material to our financial
results. At June 30, 2008, we had foreign currency contracts in the form of
forward exchange contracts in the amount of approximately U.S. $39.0 million
and
GB Pounds 1.8 million.
Interest
Rate Risk Management
We
mitigate interest rate risk by continually monitoring interest rates, and then
determining whether fixed interest rates should be swapped for floating rate
debt, or if floating rate debt should be swapped for fixed rate debt. We have
entered into two (2) interest rate swaps to reduce exposure to rising variable
interest rates. The first swap, entered into in 2004, effectively exchanged
the
variable interest rate of 0.6% above the three month EURIBOR to a variable
rate
based on the 12 month EURIBOR rate with a floor of 3.25% and a ceiling of 3.85%.
The remaining balance owed pursuant to this facility is €3.2 million. The second
swap entered into in September 2007 on €22 million of debt, effectively
exchanged the variable interest rate of 0.6% above the three month EURIBOR
to a
fixed rate of 4.42%. The remaining balance owed pursuant to this facility is
€18.7 million. These derivative instruments are recorded at fair value and
changes in fair value are reflected in the accompanying consolidated statements
of income.
Page
21
INTER
PARFUMS, INC. AND SUBSIDIARIES
Item
4. CONTROLS
AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
Our
Chief
Executive Officer and Chief Financial Officer have reviewed and evaluated the
effectiveness of our disclosure controls and procedures (as defined in the
Securities Exchange Act of 1934 Rule 13a-15(e)) as of the end of the period
covered by this quarterly report on Form 10-Q (the “Evaluation Date”). Based on
their review and evaluation, our Chief Executive Officer and Chief Financial
Officer have concluded that, as of the Evaluation Date, our Company's disclosure
controls and procedures were adequate and effective to ensure that material
information relating to our Company and its consolidated subsidiaries would
be
made known to them by others within those entities, so that such material
information is recorded, processed and reported in a timely manner, particularly
during the period in which this quarterly report on Form 10-Q was being
prepared, and that no changes were required at this time.
Changes
in Internal Controls
There
has
been no change in our internal control over financial reporting (as defined
in
Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the
quarterly period covered by this report on Form 10-Q that has materially
affected, or is reasonably likely to materially affect, the Company's internal
control over financial reporting.
Part
II. Other Information
Items
1. Legal Proceedings, 1A.
Risk
Factors, 3. Defaults Upon Senior Securities and
5. Other
Information,
are
omitted as they are either not applicable or have been included in
Part
I.
Item
2. Unregistered
Sales of Equity Securities and Use of Proceeds
For
the
period consisting of the date of the filing, May 6, 2008, of our quarterly
report on Form 10-Q for the quarter ended March 31, 2008, through the date
of
this report, we issued the following unregistered equity
securities.
One
employee exercised stock options and purchased 2,100 shares of our common stock
in transactions exempt from the registration requirements of Section 5 of the
Securities Act under Section 4(2) of the Securities Act. Such employee agreed
to
purchase our common stock for investment and not for resale to the
public.
Item
4. Submission
of Matters to a Vote of Security Holders
(a)
The
Annual Meeting of Stockholders of Inter Parfums, Inc. was held on July 24,
2008
at 10:00 a.m., local time, at the offices of the Company, 551 Fifth Avenue,
New
York, New York 10176.
(b)
The
following individuals were nominated for election as members of the Board of
Directors to hold office for a term of one (1) year until the next annual
meeting of stockholders and until their successors are elected and qualify:
Jean
Madar, Philippe Benacin, Russell Greenberg, Philippe Santi, Francois Heilbronn,
Joseph A. Caccamo, Jean Levy, Robert Bensoussan-Torres, Jean Cailliau, Serge
Rosinoer and Patrick Choël. The results of the voting were as set forth below. A
plurality of the votes having been cast in favor of each of the above-named
Directors, they were duly elected to serve a one (1) year term.
Page
22
INTER
PARFUMS, INC. AND SUBSIDIARIES
Nominee
|
Votes
For
|
Votes
Withheld
|
|||||
Jean
Madar
|
25,541,196
|
3,638,735
|
|||||
Philippe
Benacin
|
24,774,642
|
4,405,289
|
|||||
Russell
Greenberg
|
23,684,014
|
5,495,917
|
|||||
Francois
Heilbronn
|
27,002,718
|
2,177,213
|
|||||
Joseph
A. Caccamo
|
24,476,888
|
4,703,043
|
|||||
Jean
Levy
|
28,298,941
|
880,990
|
|||||
Robert
Bensoussan-Torres
|
22,427,243
|
6,752,688
|
|||||
Jean
Cailliau
|
28,844,305
|
335,626
|
|||||
Philippe
Santi
|
24,773,892
|
4,406,039
|
|||||
Serge
Rosinoer
|
23,418,639
|
5,761,292
|
|||||
Patrick
Choël
|
28,298,641
|
881,292
|
(c)
Regarding the proposal to approve the adoption of an amendment to the Company’s
2004 Stock Option Plan, the results of the voting were as set forth below.
A
plurality of the votes having been cast in favor of the proposal, such proposal
has been approved.
votes
for the resolution
|
24,242,868
|
|||
votes
against the resolution
|
1,980,822
|
|||
votes
abstained
|
18,971
|
Item
6. Exhibits.
The
following documents are filed herewith:
Exhibit No.
|
Description
|
3.6
|
Organizational
Documents of Inter Parfums (Suisse) SA (French
original)
|
3.6.1
|
Organizational
Documents of Inter Parfums (Suisse) SA (English
translation)
|
10.134
|
Licence
Agreement among Paul Smith Limited, Inter Parfums, S.A. and Inter
Parfums,
Inc. dated July 3, 2008, but signed on July 17, 2008 (Certain confidential
information in this Exhibit 10.134 was omitted and filed separately
with
the Securities and Exchange Commission with a request for confidential
treatment by Inter Parfums, Inc.)
|
31.1
|
Certifications
required by Rule 13a-14(a) of Chief Executive Officer
|
31.2
|
Certifications
required by Rule 13a-14(a) of Chief Financial Officer
|
32
|
Certification
required by Section 906 of the Sarbanes-Oxley
Act
|
Page
23
INTER
PARFUMS, INC. AND SUBSIDIARIES
SIGNATURES
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 on the 7th day of August 2008.
INTER
PARFUMS, INC.
|
|
By:
|
/s/
Russell Greenberg
|
Executive
Vice President and
|
|
Chief
Financial Officer
|
Page
24