x |
Quarterly
Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act
of
1934 for the quarterly period ended September 30,
2007.
|
o |
Transition
Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of
1934
for the transition period from ___________to
________.
|
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)
|
Page Number
|
||
Item
1.
|
Financial
Statements
|
1
|
Consolidated
Balance Sheets as
of September 30, 2007 (unaudited) and
December 31, 2006
|
2
|
|
Consolidated
Statements of Income for
the Three and Nine Month Periods Ended September
30, 2007 (unaudited) and
September 30, 2006 (unaudited)
|
3
|
|
Consolidated
Statements of Cash Flows for
the Nine Months Ended September
30, 2007 (unaudited) and September
30, 2006 (unaudited)
|
4
|
|
Notes
to Consolidated Financial Statements
|
5
|
|
Item
2.
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
|
12
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
21
|
Item
4.
|
Controls
and Procedures
|
22
|
Part
II. Other Information
|
23
|
|
Item
6.
|
Exhibits
|
23
|
Signatures
|
24
|
September 30,
2007
|
December 31,
2006
|
||||||
(unaudited)
|
|||||||
ASSETS
|
|||||||
Current
assets:
|
|||||||
Cash
and cash equivalents
|
$
|
53,834
|
$
|
58,247
|
|||
Short-term
investments
|
—
|
12,800
|
|||||
Accounts
receivable, net
|
121,602
|
110,251
|
|||||
Inventories
|
101,372
|
69,537
|
|||||
Receivables,
other
|
5,379
|
2,481
|
|||||
Other
current assets
|
5,337
|
6,137
|
|||||
Income
tax receivable
|
6
|
370
|
|||||
Deferred
tax assets
|
6,623
|
2,494
|
|||||
Total
current assets
|
294,153
|
262,317
|
|||||
Equipment
and leasehold improvements, net
|
7,198
|
6,806
|
|||||
Trademarks,
licenses and other intangible assets, net
|
93,588
|
58,342
|
|||||
Goodwill
|
7,370
|
4,978
|
|||||
Other
assets
|
637
|
602
|
|||||
$
|
402,946
|
$
|
333,045
|
||||
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
|||||||
Current
liabilities:
|
|||||||
Loans
payable – banks
|
$
|
12,112
|
$
|
6,033
|
|||
Current
portion of long-term debt
|
14,389
|
4,214
|
|||||
Accounts
payable - trade
|
53,535
|
58,748
|
|||||
Accrued
expenses
|
37,407
|
52,637
|
|||||
Income
taxes payable
|
3,973
|
1,325
|
|||||
Dividends
payable
|
1,022
|
813
|
|||||
Total
current liabilities
|
122,438
|
123,770
|
|||||
Long-term
debt, less current portion
|
47,059
|
6,555
|
|||||
Deferred
tax liability
|
2,301
|
2,111
|
|||||
Put
option
|
—
|
1,262
|
|||||
Minority
interest
|
53,022
|
44,075
|
|||||
Shareholders’
equity:
|
|||||||
Preferred
stock, $.001 par; authorized 1,000,000 shares; none issued
|
|||||||
Common
stock, $.001 par; authorized 100,000,000 shares; outstanding 20,437,292
and 20,434,792 shares at September 30, 2007 and December 31, 2006,
respectively
|
20
|
20
|
|||||
Additional
paid-in capital
|
38,285
|
38,096
|
|||||
Retained
earnings
|
140,437
|
127,834
|
|||||
Accumulated
other comprehensive income
|
25,232
|
15,170
|
|||||
Treasury
stock, at cost, 6,247,886 common shares at September 30, 2007 and
December
31, 2006
|
(25,848
|
)
|
(25,848
|
)
|
|||
178,126
|
155,272
|
||||||
$
|
402,946
|
$
|
333,045
|
Three
Months Ended
September
30,
|
Nine
Months Ended
September
30,
|
||||||||||||
2007
|
2006
|
2007
|
2006
|
||||||||||
Net
sales
|
$
|
102,320
|
$
|
89,690
|
$
|
270,205
|
$
|
230,876
|
|||||
Cost
of sales
|
42,254
|
41,002
|
110,057
|
102,221
|
|||||||||
Gross
margin
|
60,066
|
48,688
|
160,148
|
128,655
|
|||||||||
Selling,
general and administrative
|
47,682
|
39,263
|
129,189
|
103,664
|
|||||||||
Income
from operations
|
12,384
|
9,425
|
30,959
|
24,991
|
|||||||||
Other
expenses (income):
|
|||||||||||||
Interest
expense
|
945
|
311
|
2,160
|
830
|
|||||||||
(Gain)
loss on foreign currency
|
(20
|
)
|
(66
|
)
|
104
|
(447
|
)
|
||||||
Interest
and dividend (income)
|
(184
|
)
|
(282
|
)
|
(1,773
|
)
|
(1,297
|
)
|
|||||
(Gain)
on subsidiary’s issuance of stock
|
(113
|
)
|
(5
|
)
|
(639
|
)
|
(17
|
)
|
|||||
628
|
(42
|
)
|
(148
|
)
|
(931
|
)
|
|||||||
Income
before income taxes and minority interest
|
11,756
|
9,467
|
31,107
|
25,922
|
|||||||||
Income
taxes
|
3,967
|
3,192
|
10,415
|
8,827
|
|||||||||
Income
before minority interest
|
7,789
|
6,275
|
20,692
|
17,095
|
|||||||||
Minority
interest in net income of consolidated subsidiary
|
2,129
|
1,630
|
5,490
|
4,838
|
|||||||||
Net
income
|
$
|
5,660
|
$
|
4,645
|
$
|
15,202
|
$
|
12,257
|
|||||
Net
income per share:
|
|||||||||||||
Basic
|
$
|
0.28
|
$
|
0.23
|
$
|
0.74
|
$
|
0.60
|
|||||
Diluted
|
$
|
0.27
|
$
|
0.23
|
$
|
0.74
|
$
|
0.60
|
|||||
Weighted
average number of shares outstanding:
|
|||||||||||||
Basic
|
20,437
|
20,322
|
20,437
|
20,302
|
|||||||||
Diluted
|
20,678
|
20,546
|
20,674
|
20,551
|
Nine
months ended
September
30,
|
|||||||
2007
|
2006
|
||||||
Cash
flows from operating activities:
|
|||||||
Net
income
|
$
|
15,202
|
$
|
12,257
|
|||
Adjustments
to reconcile net income to net cash provided by (used in) operating
activities:
|
|||||||
Depreciation
and amortization
|
6,076
|
3,750
|
|||||
Provision
for doubtful accounts
|
461
|
45
|
|||||
Noncash
stock compensation
|
840
|
686
|
|||||
Loss
on sale of trademark
|
—
|
243
|
|||||
Minority
interest in net income of consolidated subsidiary
|
5,490
|
4,838
|
|||||
Deferred
tax (benefit)
|
(3,796
|
)
|
(479
|
)
|
|||
Change
in fair value of put option
|
—
|
369
|
|||||
Gain
on subsidiary’s issuance of stock
|
(639
|
)
|
(17
|
)
|
|||
Changes
in:
|
|||||||
Accounts
receivable
|
(3,881
|
)
|
(22,667
|
)
|
|||
Inventories
|
(26,920
|
)
|
(19,381
|
)
|
|||
Other
assets and receivables
|
(1,422
|
)
|
(1,268
|
)
|
|||
Accounts
payable and accrued expenses
|
(2,634
|
)
|
15,816
|
||||
Income
taxes payable, net
|
2,553
|
(746
|
)
|
||||
Net
cash used in operating activities
|
(8,670
|
)
|
(6,554
|
)
|
|||
Cash
flows from investing activities:
|
|||||||
Purchases
of short-term investments
|
(300
|
)
|
—
|
||||
Proceeds
from sale of short-term investments
|
13,100
|
4,100
|
|||||
Purchase
of equipment and leasehold improvements
|
(1,835
|
)
|
(2,793
|
)
|
|||
Payment
for intangible assets acquired
|
(57,127
|
)
|
(4,101
|
)
|
|||
Proceeds
from sale of trademark
|
—
|
1,121
|
|||||
Payment
for acquisition of minority interest
|
(4,673
|
)
|
—
|
||||
Net
cash used in investing activities
|
(50,835
|
)
|
(1,673
|
)
|
|||
Cash
flows from financing activities:
|
|||||||
Increase
in loans payable – bank
|
5,709
|
9,119
|
|||||
Proceeds
of long-term debt
|
53,808
|
—
|
|||||
Repayment
of long-term debt
|
(6,510
|
)
|
(2,990
|
)
|
|||
Proceeds
from sale of stock of subsidiary
|
2,588
|
681
|
|||||
Proceeds
from exercise of options
|
20
|
657
|
|||||
Dividends
paid
|
(2,857
|
)
|
(2,434
|
)
|
|||
Dividends
paid to minority interest
|
(1,594
|
)
|
(1,218
|
)
|
|||
Net
cash provided by financing activities
|
51,164
|
3,815
|
|||||
Effect
of exchange rate changes on cash
|
3,928
|
2,963
|
|||||
Net
decrease in cash and cash equivalents
|
(4,413
|
)
|
(1,449
|
)
|
|||
Cash
and cash equivalents - beginning of period
|
58,247
|
42,132
|
|||||
Cash
and cash equivalents - end of period
|
$
|
53,834
|
$
|
40,683
|
|||
Supplemental
disclosure of cash flow information:
|
|||||||
Cash
paid for:
|
|||||||
Interest
|
$
|
2,334
|
$
|
985
|
|||
Income
taxes
|
10,248
|
10,228
|
1.
|
Significant
Accounting Policies:
|
2.
|
New
Accounting
Pronouncements:
|
3. |
Comprehensive
Income:
|
(In
thousands)
|
Three
months ended
September 30, |
Nine
months ended
September 30, |
|||||||||||
2007
|
2006
|
2007
|
2006
|
||||||||||
Comprehensive
income:
|
|||||||||||||
Net
income
|
$
|
5,660
|
$
|
4,645
|
$
|
15,202
|
$
|
12,257
|
|||||
Other
comprehensive income, net of tax:
|
|||||||||||||
Foreign
currency translation adjustment
|
6,863
|
(506
|
)
|
10,062
|
6,931
|
||||||||
Change
in fair value of derivatives
|
(9
|
)
|
26
|
—
|
28
|
||||||||
Comprehensive
income
|
$
|
12,514
|
$
|
4,165
|
$
|
25,264
|
$
|
19,216
|
4. |
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
September 30, |
Nine
months ended
September 30, |
|||||||||||
2007
|
2006
|
2007
|
2006
|
||||||||||
Net
Sales:
|
|||||||||||||
United
States
|
$
|
14,170
|
$
|
13,624
|
$
|
36,059
|
$
|
31,174
|
|||||
Europe
|
89,352
|
76,506
|
235,772
|
200,788
|
|||||||||
Eliminations
of intercompany sales
|
(1,202
|
)
|
(440
|
)
|
(1,626
|
)
|
(1,086
|
)
|
|||||
$
|
102,320
|
$
|
89,690
|
$
|
270,205
|
$
|
230,876
|
||||||
Net
Income (Loss):
|
|||||||||||||
United
States
|
$
|
466
|
$
|
212
|
$
|
(444
|
)
|
$
|
(1,111
|
)
|
|||
Europe
|
5,237
|
4,404
|
15,638
|
13,349
|
|||||||||
Eliminations
|
(43
|
)
|
29
|
8
|
19
|
||||||||
$
|
5,660
|
$
|
4,645
|
$
|
15,202
|
$
|
12,257
|
September
30,
|
December
31,
|
||||||
2007
|
2006
|
||||||
Total
Assets:
|
|||||||
United
States
|
$
|
55,294
|
$
|
61,435
|
|||
Europe
|
358,278
|
281,378
|
|||||
Eliminations
of investment in subsidiary
|
(10,626
|
)
|
(9,768
|
)
|
|||
$
|
402,946
|
$
|
333,045
|
5.
|
Earnings
Per Share:
|
(In
thousands)
|
Three
months ended
September 30, |
Nine
months ended
September 30, |
|||||||||||
2007
|
|
2006
|
|
2007
|
|
2006
|
|
||||||
Numerator:
|
|||||||||||||
Net
income
|
$
|
5,660
|
$
|
4,645
|
$
|
15,202
|
$
|
12,257
|
|||||
Denominator:
|
|||||||||||||
Weighted
average shares - basic
|
20,437
|
20,322
|
20,437
|
20,302
|
|||||||||
Effect
of dilutive securities:
|
|||||||||||||
Stock
options and warrants
|
241
|
224
|
237
|
249
|
|||||||||
Weighted
average shares - diluted
|
20,678
|
20,546
|
20,674
|
20,551
|
Not
included in the above computations is the effect of antidilutive
potential
common shares which consist of outstanding options to purchase
357,000 and
297,000 shares of common stock for the three and nine month periods
ended
September 30 2007, respectively, and 202,000 and 215,000 shares
for the
three and nine month periods ended September 30 2006, respectively,
as
well as outstanding warrants to purchase 100,000 shares of common
stock
for all periods presented.
|
6. |
Inventories:
|
(In
thousands)
|
September
30,
2007 |
|
December
31,
2006 |
||||
Raw
materials and component parts
|
$
|
37,387
|
$
|
27,179
|
|||
Finished
goods
|
63,985
|
42,358
|
|||||
$
|
101,372
|
$
|
69,537
|
Overhead
included in inventory aggregated $2.7 million and $2.1 million
as of
September 30, 2007 and December 31, 2006,
respectively.
|
7.
|
Long-term
Debt:
|
2007
|
$
|
2,694
|
||
2008
|
15,619
|
|||
2009
|
13,552
|
|||
2010
|
11,493
|
|||
2011
|
11,712
|
|||
2012
|
6,083
|
8. |
Share-Based
Payments:
|
8. |
Share-Based
Payments (continued):
|
Shares
|
Weighted
Average Exercise Price |
||||||
Outstanding
at January 1, 2007
|
867,600
|
$
|
16.53
|
||||
Granted
|
11,500
|
21.09
|
|||||
Exercised
|
(2,500
|
)
|
8.00
|
||||
Forfeited
or expired
|
(7,400
|
)
|
18.91
|
||||
Outstanding
at September 30, 2007
|
869,200
|
$
|
16.59
|
||||
Options
exercisable at September 30, 2007
|
692,700
|
$
|
15.79
|
||||
Options
available for future grants
|
870,329
|
(In
thousands)
|
September
30,
2007 |
September
30,
2006 |
|||||
Cash
proceeds from stock options exercised
|
$
|
20
|
$
|
509
|
|||
Tax
benefits
|
—
|
—
|
|||||
Intrinsic
value of stock options exercised
|
29
|
686
|
8. |
Share-Based
Payments (continued):
|
9.
|
Entry
Into Definitive
Agreements:
|
[1]
|
In
July 2007, we acquired the worldwide rights to the Lanvin brand
names and
international trademarks listed in Class 3 from Jeanne Lanvin,
S.A.
(“Lanvin”). Among other items, Class 3 of the international classification
of trademarks goods and services include: soaps, perfumery, essential
oils, cosmetics and hair lotions. In July, we paid €22
million (approximately $29.7 million) in cash for the brand names
and
trademarks and simultaneously terminated our existing license agreement.
We also agreed to pay to Lanvin a sales based fee for technical
and
creative assistance in new product development to be rendered by
Lanvin in
connection with our use of the trademarks through June 30, 2019.
In
addition, Lanvin has the right to repurchase the brand names and
trademarks in 2025 for the greater of €70
million or one times the average of the annual sales for the years
ending
December 31, 2023 and 2024.
|
Prior
to this acquisition, the amount paid to secure the license agreement
with
Lanvin was being amortized over the life of the license agreement.
At June
30, 2007, that intangible asset, net of accumulated amortization
aggregated €13.2
million. The €22
million paid in July 2007 for the brand names and trademarks together
with
the carrying value related to the license agreement represents
the total
cost of acquiring the brand names and trademarks. Such total amount
is
included in trademarks, licenses and other intangible assets on
the
Company’s consolidated balance sheet as of September 30,
2007.
|
Since
the estimated residual value of the Lanvin brand names and trademarks
exceeds its carrying amount, no further amortization expense has
been, or
is expected to be, recorded after June 30, 2007.
|
9.
|
Entry
Into Definitive Agreements
(continued):
|
[2]
|
In
June 2007, the minority shareholders of Nickel S.A., a consolidated
subsidiary of the Company, exercised their rights to sell their
remaining
32.4% interest in Nickel S.A. to the Company for approximately
$4.7
million in cash. The acquisition was accounted for under the purchase
method. The allocation of the additional purchase price was as
follows (in
thousands):
|
$
|
4,673
|
|||
Less
amount recorded for put option liability
|
1,273
|
|||
Subtotal
|
$
|
3,400
|
||
Allocated
as follows:
|
||||
Trademarks
|
$
|
921
|
||
Minority
interest
|
587
|
|||
Goodwill
|
1,892
|
|||
Total
|
$
|
3,400
|
[3]
|
In
April 2007, we entered into an exclusive agreement with New York
&
Company, Inc. under which we design and manufacture personal care
products
to be sold at the New York & Company retail locations and on their
website. We are responsible for product development, formula creation,
packaging and manufacturing while New York & Company is responsible
for marketing and selling in its
stores.
|
Item 2: |
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF
OPERATIONS
|
Three
months ended
September
30,
|
Nine
months ended
September
30,
|
||||||||||||||||||
2007
|
2006
|
%
Change
|
2007
|
2006
|
%
Change
|
||||||||||||||
(in
millions)
|
|||||||||||||||||||
European
based product sales
|
$
|
88.1
|
$
|
76.1
|
16
|
%
|
$
|
234.1
|
$
|
199.7
|
17
|
%
|
|||||||
United
States based product sales
|
14.2
|
13.6
|
4
|
%
|
36.1
|
31.2
|
16
|
%
|
|||||||||||
$
|
102.3
|
$
|
89.7
|
14
|
%
|
$
|
270.2
|
$
|
230.9
|
17
|
%
|
Three
months ended
September
30,
|
Nine
months ended
September
30,
|
||||||||||||
2007
|
2006
|
2007
|
2006
|
||||||||||
(in
millions)
|
|||||||||||||
Net
sales
|
$
|
102.3
|
$
|
89.7
|
$
|
270.2
|
$
|
230.9
|
|||||
Cost
of sales
|
42.2
|
41.0
|
110.1
|
102.2
|
|||||||||
Gross
margin
|
$
|
60.1
|
$
|
48.7
|
$
|
160.1
|
$
|
128.7
|
|||||
Gross
margin as a percent of net sales
|
59
|
%
|
54
|
%
|
59
|
%
|
56
|
%
|
Three months ended
September 30,
|
Nine months ended
September 30,
|
||||||||||||
2007
|
2006
|
2007
|
2006
|
||||||||||
(in
millions)
|
|||||||||||||
Selling,
general & administrative
|
$
|
47.7
|
$
|
39.3
|
$
|
129.2
|
$
|
103.7
|
|||||
Selling,
general & administrative as a percent of net sales
|
47
|
%
|
44
|
%
|
48
|
%
|
45
|
%
|
Exhibit
No.
|
Description
|
|
4.21.2
|
Amendment to the Company’s 2004 Nonemployee Director Stock Option Plan | |
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
|
INTER
PARFUMS, INC.
|
|
By:
|
/s/
Russell Greenberg
|
Executive
Vice President and
|
|
Chief
Financial Officer
|