x |
Quarterly
Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act
of 1934 for the quarterly period
ended June
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.)
|
Page
Number
|
|||||||
Part
I. Financial Information
|
|||||||
|
|||||||
Item
1.
|
Financial
Statements
|
1
|
|||||
|
|||||||
Consolidated
Balance Sheets as of June 30, 2007 (unaudited) and December 31,
2006
|
|
2
|
|||||
|
|||||||
Consolidated
Statements of Income for the Three and Six Month Periods Ended
June 30,
2007 (unaudited) and June 30, 2006 (unaudited)
|
3
|
||||||
Consolidated
Statements of Cash Flows for the Six Months Ended June 30, 2007
(unaudited) and June 30, 2006 (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
|
21
|
|||||
Part
II. Other Information
|
22
|
||||||
|
|||||||
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
22
|
|||||
|
|||||||
Item
6.
|
Exhibits
|
23
|
|||||
Signatures
|
24
|
ASSETS
|
|||||||
June
30,
2007
|
December
31,
2006
|
||||||
(unaudited)
|
|||||||
Current
assets:
|
|||||||
Cash
and cash equivalents
|
$
|
60,669
|
$
|
58,247
|
|||
Short-term
investments
|
2,500
|
12,800
|
|||||
Accounts
receivable, net
|
103,464
|
110,251
|
|||||
Inventories
|
101,145
|
69,537
|
|||||
Receivables,
other
|
4,628
|
2,481
|
|||||
Other
current assets
|
5,337
|
6,137
|
|||||
Income
tax receivable
|
98
|
370
|
|||||
Deferred
tax assets
|
5,273
|
2,494
|
|||||
Total
current assets
|
283,114
|
262,317
|
|||||
Equipment
and leasehold improvements, net
|
7,069
|
6,806
|
|||||
Trademarks,
licenses and other intangible assets, net
|
58,639
|
58,342
|
|||||
Goodwill
|
7,027
|
4,978
|
|||||
Other
assets
|
613
|
602
|
|||||
$
|
356,462
|
$
|
333,045
|
||||
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
|||||||
Current
liabilities:
|
|||||||
Loans
payable - banks
|
$
|
10,987
|
$
|
6,033
|
|||
Current
portion of long-term debt
|
9,225
|
4,214
|
|||||
Accounts
payable - trade
|
62,987
|
58,748
|
|||||
Accrued
expenses
|
31,274
|
52,637
|
|||||
Income
taxes payable
|
2,420
|
1,325
|
|||||
Dividends
payable
|
1,022
|
813
|
|||||
Total
current liabilities
|
117,915
|
123,770
|
|||||
Long-term
debt, less current portion
|
21,821
|
6,555
|
|||||
Deferred
tax liability
|
2,179
|
2,111
|
|||||
Put
option
|
--
|
1,262
|
|||||
Minority
interest
|
48,134
|
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 June
30, 2007 and December 31, 2006, respectively
|
20
|
20
|
|||||
Additional
paid-in capital
|
38,228
|
38,096
|
|||||
Retained
earnings
|
135,635
|
127,834
|
|||||
Accumulated
other comprehensive income
|
18,378
|
15,170
|
|||||
Treasury
stock, at cost, 6,247,886 common shares
at June 30, 2007 and December 31, 2006
|
(25,848
|
)
|
(25,848
|
)
|
|||
166,413
|
155,272
|
||||||
$
|
356,462
|
$
|
333,045
|
Three
Months Ended
June
30,
|
Six
Months Ended
June
30,
|
||||||||||||
2007
|
2006
|
2007
|
2006
|
||||||||||
Net
sales
|
$
|
82,764
|
$
|
70,285
|
$
|
167,885
|
$
|
141,185
|
|||||
Cost
of sales
|
34,615
|
30,615
|
67,803
|
61,219
|
|||||||||
Gross
margin
|
48,149
|
39,670
|
100,082
|
79,966
|
|||||||||
Selling,
general and administrative
|
41,366
|
33,337
|
81,508
|
64,400
|
|||||||||
Income
from operations
|
6,783
|
6,333
|
18,574
|
15,566
|
|||||||||
Other
expenses (income):
|
|||||||||||||
Interest
expense
|
632
|
318
|
1,215
|
519
|
|||||||||
(Gain)
loss on foreign currency
|
10
|
(220
|
)
|
123
|
(381
|
)
|
|||||||
Interest
and dividend (income)
|
(790
|
)
|
(501
|
)
|
(1,589
|
)
|
(1,015
|
)
|
|||||
(Gain)
loss on subsidiary’s issuance of stock
|
(369
|
)
|
61
|
(526
|
)
|
(12
|
)
|
||||||
(517
|
)
|
(342
|
)
|
(777
|
)
|
(889
|
)
|
||||||
Income
before income taxes and minority
interest
|
7,300
|
6,675
|
19,351
|
16,455
|
|||||||||
Income
taxes
|
2,272
|
2,293
|
6,448
|
5,635
|
|||||||||
Income
before minority interest
|
5,028
|
4,382
|
12,903
|
10,820
|
|||||||||
Minority
interest in net income of
consolidated subsidiary
|
1,279
|
1,190
|
3,361
|
3,208
|
|||||||||
Net
income
|
$
|
3,749
|
$
|
3,192
|
$
|
9,542
|
$
|
7,612
|
|||||
Net
income per share:
|
|||||||||||||
Basic
|
$
|
0.18
|
$
|
0.16
|
$
|
0.47
|
$
|
0.38
|
|||||
Diluted
|
$
|
0.18
|
$
|
0.16
|
$
|
0.46
|
$
|
0.37
|
|||||
Weighted
average number of shares outstanding:
|
|||||||||||||
Basic
|
20,437
|
20,315
|
20,437
|
20,291
|
|||||||||
Diluted
|
20,725
|
20,564
|
20,673
|
20,554
|
Six
months ended
|
|||||||
June
30,
|
|||||||
2007
|
2006
|
||||||
Cash
flows from operating activities:
|
|||||||
Net
income
|
$
|
9,542
|
$
|
7,612
|
|||
Adjustments
to reconcile net income to net
cash provided by (used in) operating activities:
|
|||||||
Depreciation
and amortization
|
4,117
|
2,539
|
|||||
Provision
for doubtful accounts
|
289
|
25
|
|||||
Noncash
stock compensation
|
408
|
313
|
|||||
Loss
on sale of trademark
|
--
|
240
|
|||||
Minority
interest in net income of consolidated subsidiary
|
3,361
|
3,208
|
|||||
Deferred
tax (benefit)
|
(2,686
|
)
|
(542
|
)
|
|||
Change
in fair value of put option
|
--
|
363
|
|||||
Gain
on subsidiary’s issuance of stock
|
(526
|
)
|
(12
|
)
|
|||
Changes
in:
|
|||||||
Accounts
receivable
|
8,948
|
(5,859
|
)
|
||||
Inventories
|
(29,926
|
)
|
(18,870
|
)
|
|||
Other
assets
|
(1,131
|
)
|
(1,502
|
)
|
|||
Accounts
payable and accrued expenses
|
4,531
|
8,547
|
|||||
Income
taxes payable, net
|
1,309
|
(863
|
)
|
||||
Net
cash used in operating activities
|
(1,764
|
)
|
(4,801
|
)
|
|||
Cash
flows from investing activities:
|
|||||||
Purchases
of short-term investments
|
(300
|
)
|
--
|
||||
Proceeds
from sale of short-term investments
|
10,600
|
2,800
|
|||||
Purchase
of equipment and leasehold improvements
|
(1,319
|
)
|
(1,887
|
)
|
|||
Payment
for intangible assets acquired
|
(24,891
|
)
|
(1,381
|
)
|
|||
Proceeds
from sale of trademark
|
--
|
1,106
|
|||||
Payment
for acquisition of minority interest
|
(4,673
|
)
|
--
|
||||
Net
cash provided by (used in) investing activities
|
(20,582
|
)
|
638
|
||||
Cash
flows from financing activities:
|
|||||||
Increase
in loans payable - bank
|
4,837
|
8,100
|
|||||
Proceeds
of long-term debt
|
23,909
|
--
|
|||||
Repayment
of long-term debt
|
(4,235
|
)
|
(1,966
|
)
|
|||
Proceeds
from sale of stock of subsidiary
|
2,233
|
574
|
|||||
Proceeds
from exercise of options
|
20
|
509
|
|||||
Dividends
paid
|
(1,835
|
)
|
(1,622
|
)
|
|||
Dividends
paid to minority interest
|
(1,594
|
)
|
(1,218
|
)
|
|||
Net
cash provided by financing activities
|
23,335
|
4,377
|
|||||
Effect
of exchange rate changes on cash
|
1,433
|
1,851
|
|||||
Net
increase in cash and cash equivalents
|
2,422
|
2,065
|
|||||
Cash
and cash equivalents - beginning of period
|
58,247
|
42,132
|
|||||
Cash
and cash equivalents - end of period
|
$
|
60,669
|
$
|
44,197
|
|||
Supplemental
disclosure of cash flow information:
|
|||||||
Cash
paid for:
|
|||||||
Interest
|
$
|
1,163
|
$
|
526
|
|||
Income
taxes
|
6,678
|
7,200
|
1.
|
Significant
Accounting Policies:
|
2.
|
New
Accounting
Pronouncements:
|
3.
|
Comprehensive
Income:
|
(In
thousands)
|
Three
months ended
June
30,
|
Six
months ended
June
30,
|
|||||||||||
2007
|
2006
|
2007
|
2006
|
||||||||||
Comprehensive
income:
|
|||||||||||||
Net
income
|
$
|
3,749
|
$
|
3,192
|
$
|
9,542
|
$
|
7,612
|
|||||
Other
comprehensive income, net of tax:
|
|||||||||||||
Foreign
currency translation adjustment
|
1,715
|
4,870
|
3,199
|
7,437
|
|||||||||
Change
in fair value of derivatives
|
14
|
23
|
9
|
2
|
|||||||||
Comprehensive
income
|
$
|
5,478
|
$
|
8,085
|
$
|
12,750
|
$
|
15,051
|
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
June
30,
|
|
Six
months ended
June
30,
|
|
||||||||
|
|
2007
|
|
2006
|
|
2007
|
|
2006
|
|
||||
Net
Sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United
States
|
$
|
12,334
|
$
|
9,544
|
$
|
21,889
|
$
|
17,550
|
|||||
Europe
|
70,653
|
60,776
|
146,420
|
124,282
|
|||||||||
Eliminations
of intercompany sales
|
(223
|
)
|
(35
|
)
|
(424
|
)
|
(647
|
)
|
|||||
$
|
82,764
|
$
|
70,285
|
$
|
167,885
|
$
|
141,185
|
||||||
Net
Income (Loss):
|
|||||||||||||
United
States
|
$
|
(223
|
)
|
$
|
(500
|
)
|
$
|
(910
|
)
|
$
|
(1,323
|
)
|
|
Europe
|
3,984
|
3,659
|
10,401
|
8,945
|
|||||||||
Eliminations
|
(12
|
)
|
33
|
51
|
(10
|
)
|
|||||||
$
|
3,749
|
$
|
3,192
|
$
|
9,542
|
$
|
7,612
|
||||||
|
June
30,
|
December
31,
|
|||||||||||
2007
|
2006
|
||||||||||||
Total
Assets:
|
|||||||||||||
United
States
|
$
|
55,754
|
$
|
61,435
|
|||||||||
Europe
|
310,823
|
281,378
|
|||||||||||
Eliminations
of investment in subsidiary
|
(10,115
|
)
|
(9,768
|
)
|
|||||||||
$
|
356,462
|
$
|
333,045
|
5.
|
Earnings
Per Share:
|
We
computed basic earnings per share using the weighted average
number of
shares outstanding during each period. We computed diluted earnings
per
share using the weighted average number of shares outstanding
during each
period, plus the incremental shares outstanding assuming the
exercise of
dilutive stock options.
|
The
following table sets forth the computation of basic and diluted
earnings
per share:
|
(In
thousands)
|
Three
months ended
June
30,
|
Six
months ended
June
30,
|
|||||||||||
2007
|
2006
|
2007
|
2006
|
||||||||||
Numerator:
|
|||||||||||||
Net
income
|
$
|
3,749
|
$
|
3,192
|
$
|
9,542
|
$
|
7,612
|
|||||
Denominator:
|
|||||||||||||
Weighted
average shares
|
20,437
|
20,315
|
20,437
|
20,291
|
|||||||||
Effect
of dilutive securities:
|
|||||||||||||
Stock
options
|
288
|
249
|
236
|
263
|
|||||||||
20,725
|
20,564
|
20,673
|
20,554
|
Not
included in the above computations is the effect of antidilutive
potential
common shares which consist of outstanding options to purchase 168,000
and
267,000 shares of common stock for the three and six month periods
ended
June 30, 2007, respectively, and 220,000 shares for both the three
and six
month periods ended June 30, 2006, as well as outstanding warrants
to
purchase 100,000 shares of common stock for all periods presented.
|
6.
|
Inventories:
|
Inventories
consist of the
following:
|
(In
thousands)
|
June
30,
2007
|
December
31, 2006
|
|||||
Raw
materials and component parts
|
$
|
41,297
|
$
|
27,179
|
|||
Finished
goods
|
59,848
|
42,358
|
|||||
$
|
101,145
|
$
|
69,537
|
Overhead
included in inventory aggregated $2.8 million and $2.1 million as
of June
30, 2007 and December 31, 2006,
respectively.
|
7.
|
Long-term
Debt:
|
7.
|
Long-term
Debt (continued):
|
2007
|
$
3,592
|
|
2008
|
8,934
|
|
2009
|
6,965
|
|
2010
|
5,005
|
|
2011
|
5,213
|
|
2012
|
1,337
|
8.
|
Share-Based
Payments:
|
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
|
(3,400
|
)
|
18.03
|
||||
Outstanding
at June 30, 2007
|
873,200
|
$
|
16.61
|
||||
Options
exercisable at June 30, 2007
|
692,700
|
$
|
15.80
|
||||
Options
available for future grants
|
866,329
|
8.
|
Share-Based
Payments
(continued):
|
(In
thousands)
|
June
30,
2007
|
June
30,
2006
|
|||||
Cash
proceeds from stock options exercised
|
$
|
20
|
$
|
509
|
|||
Tax
benefits
|
--
|
--
|
|||||
Intrinsic
value of stock options exercised
|
29
|
686
|
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.
Finally, we have given Lanvin 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.
|
[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):
|
Purchase
price
|
$
|
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 will design and manufacture personal
care
products which will 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.
|
Net
sales
|
Three
months ended
June
30,
|
Six
months ended
June
30,
|
|||||||||||||||||
(In
millions)
|
2007
|
%
Change
|
2006
|
2007
|
%
Change
|
2006
|
|||||||||||||
European
based product sales
|
$
|
70.5
|
16%
|
|
$
|
60.8
|
$
|
146.0
|
18%
|
|
$
|
123.6
|
|||||||
United
States based product sales
|
12.3
|
29%
|
|
9.5
|
21.9
|
25%
|
|
17.6
|
|||||||||||
|
|||||||||||||||||||
Total
net sales
|
$
|
82.8
|
18%
|
|
$
|
70.3
|
$
|
167.9
|
19%
|
$
|
141.2
|
Gross
margin
|
Three
months ended
June
30,
|
Six
months ended
June
30,
|
|||||||||||
(In
millions)
|
2007
|
2006
|
2007
|
2006
|
|||||||||
Net
sales
|
$
|
82.8
|
$
|
70.3
|
$
|
167.9
|
$
|
141.2
|
|||||
Cost
of sales
|
34.7
|
30.6
|
67.8
|
61.2
|
|||||||||
Gross
margin
|
$
|
48.1
|
$
|
39.7
|
$
|
100.1
|
$
|
80.0
|
|||||
Gross
margin as a percent
of net sales
|
58
|
%
|
56
|
%
|
60
|
%
|
57
|
%
|
Selling,
general & administrative expense
|
Three
months ended
June
30,
|
Six
months ended
June
30,
|
|||||||||||
(In
millions)
|
2007
|
2006
|
2007
|
2006
|
|||||||||
Selling,
general & administrative expense
|
$
|
41.4
|
$
|
33.3
|
$
|
81.5
|
$
|
64.4
|
|||||
Selling,
general & administrative expense as a percent of net
sales
|
50
|
%
|
47
|
%
|
49
|
%
|
46
|
%
|
Nominee
|
Votes
For
|
|
Votes
Withheld
|
||||
Jean
Madar
|
15,343,198
|
1,558,397
|
|||||
Philippe
Benacin
|
14,652,049
|
2,249,546
|
|||||
Russell
Greenberg
|
13,604,846
|
3,296,749
|
|||||
Francois
Heilbronn
|
15,665,107
|
1,236,488
|
|||||
Joseph
A. Caccamo
|
13,843,821
|
3,057,774
|
|||||
Jean
Levy
|
16,713,799
|
187,796
|
|||||
Robert
Bensoussan-Torres
|
13,118,170
|
3,783,425
|
|||||
Jean
Cailliau
|
16,803,552
|
98,043
|
|||||
Philippe
Santi
|
12,901,014
|
4,000,581
|
|||||
Serge
Rosinoer
|
16,806,927
|
94,668
|
|||||
Patrick
Choël
|
16,713,799
|
187,796
|
Exhibit
No.
|
Description
|
|
2.4
|
Agreement
of Sale of Lanvin Trademarks between Jeanne Lanvin, S.A and Inter
Parfums,
S.A. dated 30 July 2007 - French Original
|
|
2.4.1
|
Agreement
of Sale of Lanvin Trademarks between Jeanne Lanvin, S.A and Inter
Parfums,
S.A. dated 30 July 2007 - English Translation
|
|
10.130
|
Agreement
for Technical Assistance between Jeanne Lanvin, S.A and Inter Parfums,
S.A. dated 30 July 2007 - French Original
(Certain
confidential information in this Exhibit 10.130 was omitted and filed
separately with the Securities and Exchange Commission with a request
for
confidential treatment by Inter Parfums, Inc).
|
|
10.130.1
|
Agreement
for Technical Assistance between Jeanne Lanvin, S.A and Inter Parfums,
S.A. dated 30 July 2007 - English Translation
(Certain
confidential information in this Exhibit 10.130.1 was omitted and
filed
separately with the Securities and Exchange Commission with a request
for
confidential treatment by Inter Parfums, Inc).
|
|
10.131
|
Coexistence
Agreement between Jeanne Lanvin, S.A and Inter Parfums, S.A. dated
30 July
2007- French Original
|
|
10.131.1
|
Coexistence
Agreement between Jeanne Lanvin, S.A and Inter Parfums, S.A. dated
30 July
2007- English Translation
|
|
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
|