INTER PARFUMS INC - Quarter Report: 2008 March (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 March 31,
2008.
|
OR
o |
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)
13-3275609
|
||
incorporation
or organization)
|
(I.R.S.
Employer 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 o
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 o
|
Accelerated
filer x
|
Non-accelerated
filer o (Do not check if
a smaller reporting company)
|
Smaller
reporting company o
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o 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
May 6,
2008 there were 20,415,117 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 March 31, 2008 (unaudited) and December
31,
2007
|
2
|
Consolidated
Statements of Income for the Three Months Ended March 31, 2008
(unaudited)
and March 31, 2007 (unaudited)
|
3
|
Consolidated
Statements of Cash Flows for the Three Months Ended March 31,
2008
(unaudited) and March 31, 2007 (unaudited)
|
4
|
Notes
to Consolidated Financial Statements
|
5
|
Item
2. Management's Discussion and Analysis of Financial Condition
and Results
of Operations
|
10
|
Item
3. Quantitative and Qualitative Disclosures About Market
Risk
|
18
|
Item
4. Controls and Procedures
|
20
|
Part
II. Other Information
|
20
|
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
|
20
|
Item
6. Exhibits
|
21
|
|
|
Signatures
|
21
|
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 three months ended March 31, 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)
March
31,
2008
|
December
31,
2007
|
||||||
(unaudited)
|
|||||||
ASSETS
|
|||||||
Current
assets:
|
|||||||
Cash
and cash equivalents
|
$
|
54,581
|
$
|
90,034
|
|||
Accounts
receivable, net
|
140,086
|
118,140
|
|||||
Inventories
|
117,902
|
106,022
|
|||||
Receivables,
other
|
4,697
|
5,928
|
|||||
Other
current assets
|
6,528
|
5,253
|
|||||
Income
tax receivable
|
166
|
168
|
|||||
Deferred
tax assets
|
4,109
|
4,300
|
|||||
Total
current assets
|
328,069
|
329,845
|
|||||
Equipment
and leasehold improvements, net
|
7,845
|
7,262
|
|||||
Trademarks,
licenses and other intangible assets, net
|
122,118
|
101,577
|
|||||
Goodwill
|
7,200
|
6,715
|
|||||
Other
assets
|
689
|
653
|
|||||
$
|
465,921
|
$
|
446,052
|
||||
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
|||||||
Current
liabilities:
|
|||||||
Loans
payable – banks
|
$
|
11,974
|
$
|
7,217
|
|||
Current
portion of long-term debt
|
17,529
|
16,215
|
|||||
Accounts
payable - trade
|
77,711
|
88,297
|
|||||
Accrued
expenses
|
36,015
|
35,507
|
|||||
Income
taxes payable
|
6,396
|
3,023
|
|||||
Dividends
payable
|
1,027
|
1,026
|
|||||
Total
current liabilities
|
150,652
|
151,285
|
|||||
Long-term
debt, less current portion
|
42,294
|
43,518
|
|||||
Deferred
tax liability
|
9,936
|
4,664
|
|||||
Minority
interest
|
52,405
|
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
20,415,117 and 20,532,141 shares at March
31, 2008 and December 31, 2007, respectively
|
20
|
21
|
|||||
Additional
paid-in capital
|
40,268
|
40,033
|
|||||
Retained
earnings
|
155,776
|
147,995
|
|||||
Accumulated
other comprehensive income
|
43,120
|
30,955
|
|||||
Treasury
stock, at cost, 6,332,161 and 6,202,637 common shares
at March 31, 2008 and December 31, 2007, respectively
|
(28,550
|
)
|
(26,344
|
)
|
|||
210,634
|
192,660
|
||||||
$
|
465,921
|
$
|
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
March
31,
|
|||||||
2008
|
2007
|
||||||
Net
sales
|
$
|
123,163
|
$
|
85,120
|
|||
Cost
of sales
|
49,075
|
33,187
|
|||||
Gross
margin
|
74,088
|
51,933
|
|||||
Selling,
general and administrative
|
54,943
|
40,141
|
|||||
Income
from operations
|
19,145
|
11,792
|
|||||
Other
expenses (income):
|
|||||||
Interest
expense
|
1,071
|
582
|
|||||
Loss
on foreign currency
|
367
|
114
|
|||||
Interest
income
|
(613
|
)
|
(799
|
)
|
|||
Gain
on subsidiary’s issuance of stock
|
—
|
(157
|
)
|
||||
825
|
(260
|
)
|
|||||
Income
before income taxes and minority interest
|
18,320
|
12,052
|
|||||
Income
taxes
|
7,184
|
4,177
|
|||||
Income
before minority interest
|
11,136
|
7,875
|
|||||
Minority
interest in net income of
consolidated subsidiary
|
2,428
|
2,082
|
|||||
Net
income
|
$
|
8,708
|
$
|
5,793
|
|||
Net
income per share:
|
|||||||
Basic
|
$
|
0.43
|
$
|
0.28
|
|||
Diluted
|
$
|
0.42
|
$
|
0.28
|
|||
Weighted
average number of shares outstanding:
|
|||||||
Basic
|
20,481
|
20,436
|
|||||
Diluted
|
20,539
|
20,620
|
See
notes to consolidated financial statements.
Page
3
INTER
PARFUMS, INC. AND
SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(In
thousands)
(Unaudited)
Three
months ended
March
31,
|
|||||||
2008
|
2007
|
||||||
Cash
flows from operating activities:
|
|||||||
Net
income
|
$
|
8,708
|
$
|
5,793
|
|||
Adjustments
to reconcile net income to net
cash provided by (used in) operating activities:
|
|||||||
Depreciation
and amortization
|
2,460
|
2,012
|
|||||
Provision
for doubtful accounts
|
24
|
31
|
|||||
Noncash
stock compensation
|
310
|
203
|
|||||
Minority
interest in net income of consolidated subsidiary
|
2,428
|
2,082
|
|||||
Deferred
tax expense (benefit)
|
222
|
(1,892
|
)
|
||||
(Gain)
on subsidiary’s issuance of stock
|
—
|
(157
|
)
|
||||
Changes
in:
|
|||||||
Accounts
receivable
|
(13,121
|
)
|
12,453
|
||||
Inventories
|
(5,372
|
)
|
(10,508
|
)
|
|||
Other
assets
|
412
|
158
|
|||||
Accounts
payable and accrued expenses
|
(17,966
|
)
|
(5,716
|
)
|
|||
Income
taxes payable, net
|
3,011
|
3,294
|
|||||
Net
cash provided by (used in) operating activities
|
(18,884
|
)
|
7,753
|
||||
Cash
flows from investing activities:
|
|||||||
Purchases
of short-term investments
|
—
|
(300
|
)
|
||||
Purchases
of equipment and leasehold improvements
|
(938
|
)
|
(603
|
)
|
|||
Payment
for intangible assets acquired
|
(237
|
)
|
(23,795
|
)
|
|||
Payment
for acquisition of minority interests
|
(16,799
|
)
|
—
|
||||
Proceeds
from sale of stock of subsidiary
|
127
|
1,100
|
|||||
Net
cash used in investing activities
|
(17,847
|
)
|
(23,598
|
)
|
|||
Cash
flows from financing activities:
|
|||||||
Proceeds
from loans payable - bank
|
4,083
|
2,094
|
|||||
Proceeds
from issuance of long-term debt
|
—
|
23,591
|
|||||
Repayment
of long-term debt
|
(4,108
|
)
|
(1,893
|
)
|
|||
Proceeds
from exercise of options
|
111
|
20
|
|||||
Dividends
paid
|
(1,027
|
)
|
(813
|
)
|
|||
Purchase
of treasury stock
|
(2,206
|
)
|
—
|
||||
Net
cash provided by (used in) financing activities
|
(3,147
|
)
|
22,999
|
||||
Effect
of exchange rate changes on cash
|
4,425
|
770
|
|||||
Net
increase (decrease) in cash and cash equivalents
|
(35,453
|
)
|
7,924
|
||||
Cash
and cash equivalents - beginning of period
|
90,034
|
58,247
|
|||||
Cash
and cash equivalents - end of period
|
$
|
54,581
|
$
|
66,171
|
|||
Supplemental
disclosure of cash flow information:
|
|||||||
Cash
paid for:
|
|||||||
Interest
|
$
|
1,097
|
$
|
605
|
|||
Income
taxes
|
3,924
|
2,850
|
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.
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.
In
February 2007, the FASB issued SFAS 159, “The Fair Value Option for Financial
Assets and Financial Liabilities—Including an amendment of FASB Statement 115”
(“SFAS 159”). SFAS 159 permits entities to choose to measure many financial
instruments and certain other items at fair value. Unrealized gains and losses
on items for which the fair value option has been elected will be recognized
in
earnings at each subsequent reporting date. SFAS 159 was effective for the
year-end beginning January 1, 2008. The adoption by the Company of SFAS 159
had
no impact on its consolidated financial statements.
Page
5
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes
to Consolidated Financial Statements
2.
|
New
Accounting Pronouncements
(continued):
|
In
September 2006, FASB issued SFAS 157, “Fair Value Measurements” (“SFAS 157”).
While the statement does not expand the use of fair value in any new
circumstances it defines fair value, establishes a framework for measuring
fair
value in generally accepted accounting principles and expands disclosures about
fair value measurements. SFAS 157 was effective for the year-end beginning
January 1, 2008. The adoption by the Company of SFAS 157 had no impact on its
consolidated financial statements other than additional disclosure.
3. |
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 except
for an amendment made to one of the plans which is subject to shareholder
approval of which such approval is reasonably assured, 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 and net income
by
$0.31 million and $0.17 million and by $0.28 million and $0.14 million for
the
three months ended March 31, 2008 and 2007, respectively.
The
following table summarizes stock option information as of March 31,
2008:
Shares
|
Weighted
Average
Exercise
Price
|
||||||
Outstanding
at January 1, 2008
|
804,400
|
$
|
18.43
|
||||
Granted
|
110,000
|
16.96
|
|||||
Exercised
|
(12,500
|
)
|
8.87
|
||||
Forfeited
or expired
|
(2,500
|
)
|
20.92
|
||||
Outstanding
at March 31, 2008
|
899,400
|
$
|
18.37
|
||||
Options
exercisable at March 31, 2008
|
563,235
|
$
|
18.24
|
||||
Options
available for future grants
|
678,029
|
As
of
March 31, 2008, the weighted average remaining contractual life of options
outstanding is 3.04 years (1.69 years for options exercisable), the aggregate
intrinsic value of options outstanding is $3.6 million ($2.4 million for options
exercisable) and unrecognized compensation cost related to stock options
outstanding on Inter Parfums, Inc. stock aggregated $1.9 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 three months ended March 31, 2008
and
2007.
Page
6
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes
to Consolidated Financial Statements
3. |
Share-Based
Payments
(continued):
|
Cash
proceeds, tax benefits and intrinsic value related to stock options exercised
during the three months ended March 31, 2008 and March 31, 2007 were as
follows:
(In
thousands)
|
March
31,
2008
|
March
31,
2007
|
|||||
Cash
proceeds from stock options exercised
|
$
|
111
|
$
|
20
|
|||
Tax
benefits
|
—
|
—
|
|||||
Intrinsic
value of stock options exercised
|
88
|
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 three months ended March 31, 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.
4. |
Comprehensive
Income:
|
(In
thousands)
|
Three
months ended
March
31,
|
||||||
2008
|
2007
|
||||||
Comprehensive
income:
|
|||||||
Net
income
|
$
|
8,708
|
$
|
5,793
|
|||
Other
comprehensive income, net of tax:
|
|||||||
Foreign
currency translation adjustment
|
12,305
|
1,484
|
|||||
Change
in fair value of derivatives
|
(140
|
)
|
(5
|
)
|
|||
Comprehensive
income
|
$
|
20,873
|
$
|
7,272
|
5. |
Treasury
Stock:
|
In
February 2008, the board of directors of the Company authorized a stock
repurchase program whereby the Company is authorized to repurchase a maximum
of
500,000 shares of its common stock in the open market. In February 2008, the
Company repurchased 129,524 shares of its common stock at an average price
of
$16.95 per common share.
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
March
31,
|
||||||
2008
|
2007
|
||||||
Net
Sales:
|
|||||||
United
States
|
$
|
12,535
|
$
|
9,554
|
|||
Europe
|
110,628
|
75,767
|
|||||
Eliminations
of intercompany sales
|
—
|
(201
|
)
|
||||
$
|
123,163
|
$
|
85,120
|
||||
Net
Income (Loss):
|
|||||||
United
States
|
$
|
(446
|
)
|
$
|
(687
|
)
|
|
Europe
|
9,129
|
6,417
|
|||||
Eliminations
|
25
|
63
|
|||||
$
|
8,708
|
$
|
5,793
|
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. The following table sets forth
the
computation of basic and diluted earnings per share:
(In
thousands)
|
Three
months ended
March
31,
|
||||||
2008
|
2007
|
||||||
Numerator:
|
|||||||
Net
income
|
8,708
|
5,793
|
|||||
Effect
of dilutive securities of consolidated subsidiary
|
(77
|
)
|
—
|
||||
$
|
8,631
|
$
|
5,793
|
||||
Denominator:
|
|||||||
Weighted
average shares
|
20,481
|
20,436
|
|||||
Effect
of dilutive securities:
|
|||||||
Stock
options and warrants
|
58
|
184
|
|||||
20,539
|
20,620
|
Page
8
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes
to Consolidated Financial Statements
7.
|
Earnings
Per Share (continued):
|
Not
included in the above computations is the effect of antidilutive
potential
common shares which consist of outstanding options to purchase 517,000
and
366,000 shares of common stock for the three month periods ended
March 31,
2008 and 2007, respectively, as well as outstanding warrants to purchase
100,000 shares of common stock for both periods presented.
|
8. |
Inventories:
|
Inventories
consist of the following:
(In
thousands)
|
March
31,
2008
|
December
31, 2007
|
|||||
Raw
materials and component parts
|
$
|
43,207
|
$
|
41,109
|
|||
Finished
goods
|
74,695
|
64,913
|
|||||
$
|
117,902
|
$
|
106,022
|
9.
|
Acquisition
of Minority Interests:
|
In
January and February 2008, we acquired an additional 3.3% interest in Inter
Parfums S.A., our majority owned French subsidiary, from its minority
shareholders for approximately $16.8 million in cash. The allocation of the
purchase price was as follows:
Trademarks
|
$
|
14,146
|
||
Minority
interest
|
7,523
|
|||
(4,870
|
)
|
|||
Total
|
$
|
16,799
|
The
acquisition was accounted for under the purchase method and brings our ownership
interest in Inter Parfums S.A. to approximately 75%.
10.
|
Entry
Into Definitive
Agreement:
|
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.
11.
|
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 March 31, 2008, the Company held foreign currency forward
exchange contracts which had a net fair value of $1.9 million based on
quotations from financial institutions and interest rate swaps with a fair
value
liability of $0.2 million based on the discounted net present value of the
swaps
using third party quotes obtained from financial institutions.
Page
9
INTER
PARFUMS, INC. AND SUBSIDIARIES
Item2: |
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 90% and 89% of net sales for the three months ended March 31,
2008
and 2007, respectively. 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 63% and 60% of net sales for the three months
ended March 31, 2008 and 2007, respectively.
Our
specialty retail and mass-market fragrance and fragrance related products are
marketed through our United States operations and represented 10% of net sales
for the three month period ended March 31, 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
10
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
good for us and ship it back to our distribution center.
Recent
Important Events
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 February 2008, we acquired an additional 4.5%
interest in Inter Parfums, S.A., our majority owned French subsidiary, from
its
minority shareholders for approximately $23.1 million in cash. The allocation
of
the aggregate purchase price was as follows:
Trademarks
|
$
|
19,614
|
||
Minority
interest
|
10,247
|
|||
Deferred
tax liability
|
(6,753
|
)
|
||
Total
|
$
|
23,108
|
The
acquisition was accounted for under the purchase method and brings our ownership
interest in Inter Parfums, S.A. to approximately 75%.
Brooks
Brothers
In
November 2007, we entered into exclusive agreements with Retail Brand Alliance,
Inc., d/b/a/ Brooks Brothers (“Brooks Brothers”) under which we will 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 a licensing agreement
covering Brooks Brothers stores and specialty retail and department stores
outside the United States, including duty free and other travel-related
retailers.
Page
11
INTER
PARFUMS, INC. AND SUBSIDIARIES
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.
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.
Page
12
INTER
PARFUMS, INC. AND SUBSIDIARIES
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.
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
13
INTER
PARFUMS, INC. AND SUBSIDIARIES
Results
of Operations
Three
Months Ended March 31, 2008 as Compared to the Three Months Ended March 31,
2007
Net
Sales
Three
months ended March 31,
|
||||||||||||||||
2008
|
% Change
|
2007
|
% Change
|
2006
|
||||||||||||
(in
millions)
|
||||||||||||||||
European
based product sales
|
$
|
110.6
|
46
|
%
|
$
|
75.6
|
20
|
%
|
$
|
62.9
|
||||||
United
States based product sales
|
12.6
|
31
|
%
|
9.5
|
19
|
%
|
8.0
|
|||||||||
Total
net sales
|
$
|
123.2
|
45
|
%
|
$
|
85.1
|
20
|
%
|
$
|
70.9
|
Net
sales
for the three months ended March 31, 2008 increased 45% to $123.2 million,
as
compared to $85.1 million for the corresponding period of the prior year. At
comparable foreign
currency exchange rates, net sales increased 35%.
European
based prestige product sales increased 46% to $110.6 million, as compared to
$75.6 million in the corresponding period of the prior year. Most of the gain
was due to the 53% increase in Burberry fragrance sales (34% in local currency)
with 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 Europe increasing 33% in local currency and newer
markets like Asia, up 56% in local currency.
In
January 2007, we began operations pursuant to our exclusive,
worldwide license with
Van
Cleef
& Arpels Logistics SA, a prestigious and legendary world-renowned jewelry
designer. Sales of products under the Van Cleef & Arpels brand aggregated
approximately $7.7 million and $2.8 million for the three months ended March
31,
2008 and 2007, respectively.
We
are in
the midst of a very active launch schedule for 2008 which began in the first
quarter of 2008 with a new fragrance family for Burberry fragrances. Our license
with Quiksilver was recently amended to include men’s fragrance; the debut of
the first Quiksilver fragrance is scheduled for September 2008. In addition,
we
intend to launch new products in 2008 for Lanvin, Roxy, Paul Smith and Van
Cleef
& Arpels.
With
respect to our United States specialty retail and mass-market products, net
sales were up 31% for the first quarter of 2008. 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 the 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 as of July 1, 2007 and expires December
31, 2011.
Page
14
INTER
PARFUMS, INC. AND SUBSIDIARIES
New
product introductions are in the works for New York & Company, Inc., whose
initial line of 30 plus products was launched during the fourth quarter of
2007.
In addition, 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.
Unlike
our growing specialty retail fragrance products, 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. We have no plans
to discontinue sales to this market which aggregated approximately $4.9 million
and $5.1 million for the three months ended March 31, 2008 and 2007,
respectively, and contributes significantly to our United States based
operations. We have and will however, continue to consolidate our product
offerings.
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.
Gross margins |
Three months ended March 31,
|
||||||
(in
millions)
|
2008
|
2007
|
|||||
Net
sales
|
$
|
123.2
|
$
|
85.1
|
|||
Cost
of sales
|
49.1
|
33.2
|
|||||
Gross
margin
|
$
|
74.1
|
$
|
51.9
|
|||
Gross
margin as a % of net sales
|
60
|
%
|
61
|
%
|
Gross
profit margin was 60% in 2008 and 61% in 2007. 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 during the quarter 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 euro.
Generally,
we do not bill customers for shipping and handling costs and such costs, which
aggregated $1.6 million and $1.4 million for the three month period ended March
31, 2008 and 2007, respectively, 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.
Page
15
INTER
PARFUMS, INC. AND SUBSIDIARIES
Selling, general & administrative | |||||||
(in
millions)
|
Three
months ended March 31,
|
||||||
2008
|
2007
|
||||||
Selling,
general & administrative
|
$
|
54.9
|
$
|
40.1
|
|||
Selling,
general & administrative as
a % of net sales
|
45
|
%
|
47
|
%
|
Selling,
general and administrative expense increased 37% for the three month period
ended March 31, 2008, as compared to the corresponding period of the prior
year.
As a percentage of sales selling, general and administrative expense was 45%
and
47% for the three month period ended March 31, 2008 and 2007,
respectively.
Promotion
and advertising included in selling, general and administrative expenses
aggregated approximately $16.6
million (13.5% of net sales) and $12.5 million (14.7% of net sales) for the
three month period ended March 31, 2008 and 2007, respectively. 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, the second quarter of 2008 will bear a
significant portion of such required advertising expenditures.
Royalty
expense included in selling, general, and administrative expenses aggregated
$12.2 million (9.9% of net sales) and $9.6 million (11.3% of net sales), for
the
three month periods ended March 31, 2007 and 2006, respectively.
Income
from operations increased 62% to $19.1 million for the three month period ended
March 31, 2008, as compared to $11.8 million for the corresponding period of
the
prior year. Operating margins were 15.4% of net sales in the current period
as
compared to 13.9% for the corresponding period of the prior year.
Interest
expense aggregated $1.1 million for the three month period ended March 31,
2008,
as compared to $0.6 million in 2007. 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 losses aggregated $0.4 million and $0.1 million for the three month
period ended March 31, 2008 and 2007, respectively. We enter into foreign
currency forward exchange contracts to manage exposure related to certain
foreign currency commitments.
Our
effective income tax rate was 39% and 35% for the three month period ended
March 31, 2008 and 2007, respectively. 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.
Page
16
INTER
PARFUMS, INC. AND SUBSIDIARIES
Net
income increased 50% to $8.7 million for the three month period ended March
31,
2008, as compared to $5.8 million for the corresponding period of the prior
year. Basic earnings per share increased 54% to $0.43 for the three month period
ended March 31, 2008, as compared to $0.28 for the corresponding period of
the
prior year. Diluted earnings per share increased 50% to $0.42 for the three
month period ended March 31, 2008, as compared to $0.28 for the corresponding
period of the prior year.
Weighted
average shares outstanding aggregated 20.5 million for the three months ended
March 31, 2008, as compared to 20.4 million for the corresponding period of
the prior year. On a diluted basis, average shares outstanding were 20.5 million
for the three months ended March 31, 2008, as compared to 20.6 million for
the corresponding period of the prior year.
Liquidity
and Capital Resources
Our
financial position remains strong. At March 31, 2008, working capital aggregated
$177 million and we had a working capital ratio of 2.2 to 1. Cash and cash
equivalents aggregated $55 million.
Cash
provided by (used in) operating activities aggregated ($18.9) million and $7.8
million for the three month periods ended March 31, 2008 and 2007, respectively.
As of December 31, 2007, we had a significant buildup of inventory to support
the first quarter launch of Burberry, The
Beat.
According to the statement of cash flows as of March 31, 2008, accounts
payable and accrued expenses decreased $18 million or 15% as our vendor
obligations became due. In terms of cash flows, for the three month period
ended
March 31, 2008, inventories grew 5% and account receivable is up 11%, which
is
reasonable compared to sales levels achieved and in anticipation of inventory
requirements to support the current 2008 launch schedule.
Cash
flows used in investing activities in 2008, reflects the purchase of an
additional 3.3% interest in Inter Parfums, S.A., our majority owned French
subsidiary, from its minority shareholders for approximately $16.8 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 $0.9 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 $0.20 per share for 2008, aggregating approximately $4.1 million
per
annum, payable $.05 per share on a quarterly basis. Our first cash dividend
for
2008 was paid on April 15, 2008 to shareholders of record on March 31, 2008.
Dividends paid aggregated $1.0 million and $0.8 million for the three month
period ended March 31, 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
17
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 500,000 shares
of
its common stock in the open market. In February 2008, we repurchased 129,524
shares of our common stock at an average price of $16.95 per common
share.
Our
short-term financing requirements are expected to be met by available cash
and
short-term investments on hand at March 31, 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 March
31, 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
18
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 March 31, 2008, we had foreign currency contracts in the form of
forward exchange contracts in the amount of approximately U.S. $42.5 million
and
GB Pounds 3.4 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 €4.0 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
€19.8 million. These derivative instruments are recorded at fair value and
changes in fair value are reflected in the accompanying consolidated statements
of income.
Page
19
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, 4, Submission of Matters to
Vote of Security Holders
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
The
following table sets forth the number of shares of our common stock that we
repurchased during the quarter covered by this report. The average price per
common share was $16.95.
Month During 2008 Quarter
|
Number of Shares Repurchased
|
|||
January
|
-0-
|
|||
February
|
129,524
|
|||
March
|
-0-
|
Page
20
INTER
PARFUMS, INC. AND SUBSIDIARIES
Item 6. |
Exhibits.
|
The
following documents are filed herewith:
Exhibit
No.
|
Description
|
10.133
|
License
Agreement by
and among The Gap, Inc., Banana Republic LLC, Gap (Apparel) LLC,
Gap
(ITM), Inc., Banana Republic (Apparel) LLC, and Banana Republic (ITM),
Inc. and Inter Parfums, Inc. and Inter Parfums USA, LLC (signed April
2008
but effective as of July 1, 2007) (Certain
confidential information in this Exhibit 10.133 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
|
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 6th day of May 2008.
|
INTER
PARFUMS, INC.
|
|
By:
|
/s/
Russell Greenberg
|
|
Executive
Vice President and
|
||
Chief
Financial Officer
|
Page
21