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.
|
o |
Transition
Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of
1934
for the transition period from ___________to
________.
|
13-3275609
|
||
incorporation
or organization)
|
(I.R.S.
Employer Identification No.)
|
Large
accelerated Filer o
|
Accelerated
filer x
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Non-accelerated
filer o (Do not check if
a smaller reporting company)
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Smaller
reporting company o
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Page Number
|
|
Part
I. Financial Information
|
|
Item
1. Financial Statements
|
1
|
Consolidated
Balance Sheets as of March 31, 2008 (unaudited) and December
31,
2007
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2
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Consolidated
Statements of Income for the Three Months Ended March 31, 2008
(unaudited)
and March 31, 2007 (unaudited)
|
3
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Consolidated
Statements of Cash Flows for the Three Months Ended March 31,
2008
(unaudited) and March 31, 2007 (unaudited)
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4
|
Notes
to Consolidated Financial Statements
|
5
|
Item
2. Management's Discussion and Analysis of Financial Condition
and Results
of Operations
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10
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Item
3. Quantitative and Qualitative Disclosures About Market
Risk
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18
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Item
4. Controls and Procedures
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20
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Part
II. Other Information
|
20
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Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
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20
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Item
6. Exhibits
|
21
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|
|
Signatures
|
21
|
March
31,
2008
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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
|
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
|
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
|
1.
|
Significant
Accounting Policies:
|
2.
|
New
Accounting
Pronouncements:
|
2.
|
New
Accounting Pronouncements
(continued):
|
3. |
Share-Based
Payments:
|
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
|
3. |
Share-Based
Payments
(continued):
|
(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
|
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:
|
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:
|
(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
|
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:
|
(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:
|
Trademarks
|
$
|
14,146
|
||
Minority
interest
|
7,523
|
|||
(4,870
|
)
|
|||
Total
|
$
|
16,799
|
10.
|
Entry
Into Definitive
Agreement:
|
11.
|
Fair
Value Measurement:
|
Item2: |
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF
OPERATIONS
|
Trademarks
|
$
|
19,614
|
||
Minority
interest
|
10,247
|
|||
Deferred
tax liability
|
(6,753
|
)
|
||
Total
|
$
|
23,108
|
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
|
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
|
%
|
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
|
%
|
Item 3: |
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
|
Item 4. |
CONTROLS
AND PROCEDURES
|
Month During 2008 Quarter
|
Number of Shares Repurchased
|
|||
January
|
-0-
|
|||
February
|
129,524
|
|||
March
|
-0-
|
Item 6. |
Exhibits.
|
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
|
|
INTER
PARFUMS, INC.
|
|
By:
|
/s/
Russell Greenberg
|
|
Executive
Vice President and
|
||
Chief
Financial Officer
|