UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) /X/ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 1999. OR / / Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from___________to ________. Commission File No. 0-16469 INTER PARFUMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 13-3275609 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 551 FIFTH AVENUE, NEW YORK, NEW YORK 10176 (Address of Principal Executive Offices) (Zip Code) (212) 983-2640 (Registrants telephone number, including area code:) JEAN PHILIPPE FRAGRANCES, INC. (Former name, former address and former fiscal year, if changed from last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes X No __ Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date. At August 5, 1999 there were 7,423,581 shares of common stock, par value $.001 per share, outstanding.
INTER PARFUMS, INC. AND SUBSIDIARIES INDEX Page Number Part I. Financial Information Item 1. Financial Statements 1 Consolidated Balance Sheets as of June 30, 1999 (unaudited) and December 31, 1998 (audited) 2 Consolidated Statements of Income for the Three Month and Six Month Periods Ended June 30, 1999 (unaudited) and June 30, 1998 (unaudited) 3 Consolidated Statements of Cash Flows for the Six Month Periods Ended June 30, 1999 (unaudited) and June 30, 1998 (unaudited) 4 Notes to Unaudited Financial Statements 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 6 Part II. Other Information 11 Item 2. Changes in Securities and Use of Proceeds 11 Item 4. Submission of Matters to a Vote of Security Holders 12 Item 6. Exhibits and Reports on Form 8-K 13 Signatures 13
INTER PARFUMS, INC. AND SUBSIDIARIES PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS In the opinion of management, the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position of the Company and its results of operations and cash flows for the interim periods presented. Such financial statements have been condensed in accordance with the rules and regulations of the Securities and Exchange Commission and therefore, do not include all disclosures required by generally accepted accounting principles. These financial statements should be read in conjunction with the Company's audited financial statements for the year ended December 31, 1998 included in the Company's annual report filed on Form 10-K. The results of operations for the six months ended June 30, 1999 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 ASSETS June 30, December 31, 1999 1998 --------- ------------ Current assets: Cash and cash equivalents $17,691,434 $23,355,915 Accounts receivable, net 26,492,758 28,013,811 Inventories 19,677,159 21,938,972 Receivables, other 969,279 617,110 Other 1,164,017 1,084,512 Deferred tax benefit 1,021,735 1,107,285 ----------- ----------- Total current assets 67,016,382 76,117,605 Equipment and leasehold improvements, net 2,722,587 2,988,365 Other assets 624,805 921,849 Intangible assets, net 7,001,827 7,710,910 ----------- ----------- $77,365,601 $87,738,729 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Loans payable, banks $ 5,101,211 $ 4,171,558 Accounts payable 16,759,230 18,192,388 Income taxes payable 2,317,234 4,155,305 ----------- ----------- Total current liabilities 24,177,675 26,519,251 ----------- ----------- Long-term debt, less current portion 58,758 199,929 ----------- ----------- Minority interests 7,138,356 7,339,559 ----------- ----------- Shareholders' equity: Common stock, $.001 par; authorized 30,000,000 shares; outstanding 7,423,581 and 8,462,781 shares at June 30, 1999 and December 31, 1998, respectively 7,424 8,463 Additional paid-in capital 20,752,686 20,729,692 Retained earnings 49,491,303 47,342,754 Foreign currency translation adjustment (3,911,915) (811,884) Treasury stock, at cost, 3,428,403 and 2,383,203 shares at June 30, 1999 and December 31, 1998, respectively (20,348,686) (13,589,035) ----------- ----------- 45,990,812 53,679,990 ----------- ----------- $77,365,601 $87,738,729 =========== =========== See notes to financial statements. Page 2
INTER PARFUMS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME <TABLE> <CAPTION> Three Months Ended Six Months Ended June 30, June 30, 1999 1998 1999 1998 ----------- ----------- ----------- ------------ <S> <C> <C> <C> <C> Net sales $22,192,297 $24,093,204 $41,775,848 $44,899,306 Cost of sales 11,740,839 12,840,178 21,839,870 23,742,062 ----------- ----------- ----------- ----------- Gross margin 10,451,458 11,253,026 19,935,978 21,157,244 Selling, general and administrative 8,259,920 9,103,503 15,393,889 16,389,506 ----------- ----------- ----------- ----------- Income from operations 2,191,538 2,149,523 4,542,089 4,767,738 ----------- ----------- ----------- ----------- Other charges (income): Interest 83,620 115,890 189,472 237,256 Loss on foreign currency 48,342 53,248 116,806 96,927 Interest and dividend (income) (145,925) (220,983) (345,260) (426,163) Loss on sale of stock of subsidiary, net 26,214 18,274 26,214 35,838 ----------- ----------- ----------- ----------- 12,251 (33,571) (12,768) (56,142) ----------- ----------- ----------- ----------- Income before income taxes 2,179,287 2,183,094 4,554,857 4,823,880 Income taxes 845,704 785,191 1,823,660 1,975,406 ----------- ----------- ----------- ----------- Net income before minority interest 1,333,583 1,397,903 2,731,197 2,848,474 Minority interest in net income of consolidated subsidiary 249,593 239,877 490,277 468,373 ----------- ----------- ----------- ----------- Net income $ 1,083,990 $ 1,158,026 $ 2,240,920 $ 2,380,101 =========== =========== =========== =========== Net income per common share: Basic $ 0.15 $ 0.13 $ 0.29 $ 0.27 Diluted $ 0.14 $ 0.13 $ 0.28 $ 0.26 =========== =========== =========== =========== Number of common shares outstanding: Basic 7,433,152 8,799,927 7,660,763 8,815,204 Diluted 7,856,022 9,151,554 7,915,623 9,087,962 =========== =========== =========== =========== </TABLE> See notes to financial statements. Page 3
INTER PARFUMS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS <TABLE> <CAPTION> Six months ended June 30, 1999 1998 ----------- ------------ <S> <C> <C> Operating activities: Net income $ 2,240,920 $ 2,380,101 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 788,777 655,437 Gain on sale of stock of subsidiary 26,214 35,838 Minority interest in net income 490,277 468,373 Increase (decrease) in cash from changes in: Accounts receivable (754,800) (3,211,207) Inventories 583,967 (2,843,265) Other assets (271,490) 44,471 Deferred tax benefit 49,869 (625,477) Accounts payable 23,478 914,565 Income taxes payable (1,545,515) 431,500 ----------- ----------- Net cash provided by (used in) operating activites 1,631,697 (1,749,664) ----------- ----------- Investing activities: Purchase of equipment and leasehold improvements (364,352) (764,115) Trademark and license acquisitions (336,001) (18,020) ----------- ----------- Net cash (used in) investing activities (700,353) (782,135) ----------- ----------- Financing activities: Increase (decrease) in loan payable, bank 1,464,892 3,778,406 Proceeds from sale of stock of subsidiary 31,192 58,134 Proceeds from exercise of options and warrants 23,000 43,827 Dividends paid (92,371) Purchase of treasury stock (6,760,696) (787,431) ----------- ----------- Net cash provided by (used in) financing activities (5,333,983) 3,092,936 ----------- ----------- Effect of exchange rate changes on cash (1,261,842) (77,362) ----------- ----------- Increase in cash and cash equivalents (5,664,481) (483,775) Cash and cash equivalents at beginning of period 23,355,915 18,721,525 ----------- ----------- Cash and cash equivalents at end of period $17,691,434 $19,205,300 =========== =========== Supplemental disclosure of cash flows information: Cash paid during the period for: Interest $ 189,000 $ 255,000 Income taxes 3,116,000 1,552,000 </TABLE> See notes to financial statements. Page 4
INTER PARFUMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED FINANCIAL STATEMENTS 1. SIGNIFICANT ACCOUNTING POLICIES: The accounting policies followed by the Company are set forth in the notes to the Company's financial statements included in its Form 10-K which was filed with the Securities and Exchange Commission for the year ended December 31, 1998. 2. COMPREHENSIVE INCOME: Comprehensive income (loss) aggregated ($ 859,720) and ($ 202,065) for the six months ended June 30, 1999 and 1998, respectively, as a result of foreign currency translation adjustments. 3. GEOGRAPHIC AREAS: Information on the Company's operations by geographic areas is as follows: Six Months Ended Six Months Ended June 30, 1999 June 30, 1998 ---------------- ---------------- Net sales: United States $12,332,884 $16,014,787 Europe 29,492,964 28,786,788 South America 391,628 Eliminations (50,000) (293,896) ----------- ----------- $41,775,848 $44,899,307 =========== =========== Net Income: United States $ 453,401 $ 924,716 Europe 1,824,894 1,803,138 South America (37,375) (212,000) Eliminations (21,857) ----------- ----------- $ 2,240,920 $ 2,380,101 =========== =========== Page 5
INTER PARFUMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED FINANCIAL STATEMENTS 4. EARNINGS PER SHARE: Basic earnings per share are computed using the weighted average number of shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of shares outstanding during each period, plus the incremental shares outstanding assuming the exercise of dilutive stock options. 5. INVENTORIES: Inventories consist of the following: June 30, 1999 December 31, 1998 ------------- ----------------- Raw materials and component parts $ 7,327,161 $ 7,570,613 Finished goods 12,349,998 14,368,359 ----------- ----------- $19,677,159 $21,938,972 =========== =========== Page 6
INTER PARFUMS, INC. AND SUBSIDIARIES ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Company is a leading manufacturer and distributor of fragrances, cosmetics and personal care products, where innovation, diversity and commitment to creating quality products for sale at intelligent prices are achieved. The Company and its French subsidiary Inter Parfums, S.A., specialize in prestige perfumes (63% of net sales for the six months ended June 30, 1999) and consumer perfumes and cosmetics: o Prestige products -- For each prestige brand, owned or licensed, the Company develops an original concept for the perfume consistent with world market trends; o Consumer products -- Domestically, the Company designs, markets and distributes inexpensive fragrances and personal care products including alternative designer fragrances and mass market cosmetics. Inter Parfums S.A. designs, markets and distributes a broad range of inexpensive fragrances, highlighting the "Made in France" label. THREE AND SIX MONTHS ENDED JUNE 30, 1999 AS COMPARED TO THE THREE AND SIX MONTHS ENDED JUNE 30, 1998 Net sales for the three months ended June 30, 1999 was $22.2 million, as compared to $24.1 million for the corresponding period of the prior year. Net sales for the six months ended June 30, 1999 was $41.8 million, as compared to $44.9 million for the corresponding period of the prior year. Sales generated by the Company's French subsidiary, Inter Parfums, S.A., increased 3% for the six months ended June 30, 1999, as compared to the corresponding period of the prior year. There was no material effect of foreign currency exchange rates during the period. Sales within the Company's prestige fragrance lines increased 5% while sales of consumer products decreased 23%. The increase in sales of prestige fragrances is in line with management expectations and reflects expanded distribution of the S.T. Dupont fragrance line which was launched in September 1998. While several new prestige fragrance projects are on the drawing board, most have target launch dates in the year 2000. These projects include, the launch of the Company's Paul Smith fragrance line, two new perfume lines under the Burberry name, as well as two new perfume lines under the S.T. Dupont name. Page 7
INTER PARFUMS, INC. AND SUBSIDIARIES In March 1999, the Company entered into an exclusive license agreement with the Christian Lacroix Company (a division of Group LVMH). This new association, with a prestigious fashion label, will further strengthen the Company's position in prestige fragrance distribution. The first Christian Lacroix product line is expected to be launched internationally at the end of 1999, on the basis of a project currently under development. Management is also actively pursuing new license agreements to build upon the strength of its existing portfolio. The success of the Company's prestige fragrance lines was mitigated by sales declines in its consumer products lines, including the domestic alternative designer fragrances. The economic situation in Eastern Europe, Brazil and other Latin American countries continues to affect sales in these territories. In addition, the market for alternative designer fragrances is very price sensitive and the consolidation of customers through numerous announced mergers of mass market customers is also affecting sales as customers reduce inventory levels and eliminate duplicate vendors. This trend is expected to continue throughout 1999 and is affecting the entire industry. In an attempt to combat the negative impact of this industry-wide trend, in January 1999 the Company introduced its newest consumer products line, "Parfums Deja New." Parfums Deja New was conceived, designed and created entirely in-house, and is produced domestically. This line, which consists of an original fragrance, unique packaging and premium ingredients, has a suggested retail price of $15.00 to $35.00. It was created to capitalize on a recent developing trend in the fragrance market, the blurring of the distinction between prestige and mass market products. Initial orders have exceeded original expectations and management expects this line to contribute positively to sales and earnings in 1999. However, for the six month period ended June 30, 1999, sales generated by Parfums Deja New did not fully compensate for sales declines in the Company's other consumer product lines. Gross profit margin aggregated approximately 47% for all periods presented. The Company's prestige fragrance lines generate a slightly higher gross profit margin than the Company's consumer product lines. Sales of the Company's prestige line products continue to experience solid growth, and therefore, represent a greater portion of the Company's overall sales. These gross profit margin benefits have offset the negative affect of the lower margin consumer product sales and closeout sales. Selling, general and administrative expenses declined to $8.3 million for the three months ended June 30, 1999, as compared to $9.1 million for the corresponding period of the prior year and aggregated 37% of sales in the 1999 period, as compared to 38% in the 1998 period. Selling, general and administrative expenses declined to $15.4 million for the six months ended June 30, 1999, as compared to $16.4 million for the corresponding period of the prior year and aggregated 37% of sales in both periods. Page 8
INTER PARFUMS, INC. AND SUBSIDIARIES Domestic selling, general and administrative expenses declined 27% to $2.1 million for the three months ended June 30, 1999, as compared to $2.9 million for the corresponding period of the prior year. As a percentage of net sales, selling, general and administrative expenses was 36% for both periods. During this period of weak domestic consumer product sales, management has instituted extraordinarily tight controls in an effort to keep spending in line with sales. Selling, general and administrative expenses incurred by Inter Parfums S.A. was $6.2 million for both the three months ended June 30, 1999 and June 30, 1998. Such spending is necessary to support the Company's growing portfolio of prestige fragrance brands and to build upon each brand's awareness. Interest expense was $0.1 million and $0.2 million for the three and six month periods ended June 30, 1999, respectively, which is slightly below that incurred during the corresponding 1998 periods. The Company uses its credit lines, as needed, to finance its working capital needs. As a result of profitable operating results and positive cash flow, overall borrowing levels continue to decline. On occasion, the Company enters into foreign currency forward exchange contracts as a hedge for short-term inter company borrowings, and for receivables to be collected in a foreign currency. Such investments did not have any material effect on the Company's results of operations for the three and six month periods ended June 30, 1999 and 1998. The Company's effective income tax rate was 40% for the six months ended June 30, 1999, as compared to 41% for the corresponding period of the prior year. The 1998 rate was negatively impacted by losses from the Company's Brazilian subsidiary for which no tax benefit could be recognized at the time. The Company made its decision to close its Brazilian subsidiary during the second half of 1998, and simultaneously with that decision, the Company was able to recognize the expected tax benefit. Net income was $1.1 million or $0.14 per diluted share for the three months ended June 30, 1999, as compared to $1.2 million or $0.13 per diluted share for the corresponding period of the prior year. Net income was $2.2 million or $0.28 per diluted share for the six months ended June 30, 1999, as compared to $2.4 million or $0.26 per diluted share for the corresponding period of the prior year. Page 9
INTER PARFUMS, INC. AND SUBSIDIARIES Weighted average shares outstanding aggregated 7.4 million and 7.7 million for the three and six month periods ended June 30, 1999, respectively, as compared to 8.8 million for both the three and six month periods ended June 30, 1998. On a diluted basis, average shares outstanding were 7.9 million for both for the three and six month periods ended June 30, 1999, as compared to 9.2 million and 9.1 million for the three and six month periods ended June 30, 1998, respectively. Such decline is the result of the Company's ongoing stock repurchase program. LIQUIDITY AND CAPITAL RESOURCES As a result of continued profitable operating results, the Company's financial position remains very strong. At June 30, 1999, working capital aggregated $43 million with a working capital ratio of almost 3 to 1. The Company had cash and cash equivalents on hand of $18 million, its net book value aggregated $6.19 per outstanding share as of June 30, 1999 and the Company had virtually no long-term debt. The Company is confident in the long-term growth potential of its business. As such, it has consistently used its common stock repurchase program in an effort to increase shareholder value. During the six month period ended June 30, 1999, the Company continued to repurchase its shares. During such period the Company repurchased 1,045,200 shares of its common stock at an average purchase price of $6.47. Since the inception of the repurchase program, which began in 1995, the Company has repurchased 2.9 million shares of its common stock, or approximately 29% of outstanding shares, at an average price of $6.92 per share, bringing total shares outstanding to its present level of 7.4 million. The Company's short-term financing requirements are expected to be met by available cash at June 30, 1999, cash generated by operations and short-term credit lines provided by domestic and foreign banks. The principal credit facilities for 1999 are a $12.0 million unsecured revolving line of credit provided by a domestic commercial bank and approximately $12.0 million in credit lines provided by a consortium of international financial institutions. Cash provided by operating activities aggregated $1.6 million for the six months ended June 30, 1999 as compared to a (use) of cash for operating activities of ($1.7) million for the corresponding period of the prior year. Cash provided by operating activities continues to be the Company's primary source of funds to finance operating needs, investments in new ventures, as well as to finance the Company's stock repurchase program. Page 10
INTER PARFUMS, INC. AND SUBSIDIARIES Management of the Company believes that funds generated from operations, supplemented by its present cash position and available credit facilities, will provide it with sufficient resources to meet all present and reasonably foreseeable future operating needs. The Company has substantially completed all projects to address "Year 2000" compliance with respect to its internal information systems. As such, management believes that "Year 2000" transition will not have a material adverse effect on future results. In January 1999, certain member countries of the European Union established permanent fixed rates between their existing currencies and the European Union's common currency ("the Euro"). The transition period for the introduction of the Euro is scheduled to phase in over a period ending January 1, 2002. The introduction of the Euro and the phasing out of the other currencies will not have a material impact on the Company's consolidated financial statements. Inflation rates in the U.S. and foreign countries in which the Company operates have not had a significant impact on operating results for the six months ended June 30, 1999. Statements included herein which are not historical in nature are forward looking statements. Forward looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different from projected results. Such factors include changes in product acceptance by consumers, effectiveness of sales and marketing efforts and competition. Given these uncertainties, persons are cautioned not to place undue reliance on the forward looking statements. PART II. OTHER INFORMATION Items 1, 3 and 5 are omitted as they are either not applicable or have been included in Part I. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS On April 20, 1999, the Company issued 6,000 shares of Common Stock upon exercise of one stock option, to Neil Fogel, a former employee of the Company, and the Company received proceeds of $23,000. The issuance was exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the "Securities Act"), under Section 4(2) of the Securities Act. Page 11
INTER PARFUMS, INC. AND SUBSIDIARIES ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) The Annual Meeting of Stockholders (the "Meeting") of Inter Parfums, Inc., formerly, Jean Philippe Fragrances, Inc. (the "Corporation"), was held on July 13, 1999 at 10:00 a.m., local time, at the offices of the Corporation, 551 Fifth Avenue, New York, New York 10176. (b) The following individuals were nominated for election as members of the Board of Directors to hold office for a term of one (1) year until the next annual meeting of stockholders and until their successors are elected and qualify: Jean Madar, Philippe Benacin, Russell Greenberg, Francois Heilbronn, Joseph A. Caccamo, Jean Levy and Robert Bensoussan-Torres. The results of the voting were as follows: 6,378,625 votes for Jean Madar, 688,262 withheld; 6,378,625 votes for Philippe Benacin, 688,262 withheld; 6,378,625 votes for Russell Greenberg, 688,262 withheld; 6,378,625 votes for Francois Heilbronn, 688,262 withheld; 6,378,625 votes for Joseph A. Caccamo, 688,262 withheld; 6,378,625 votes for Jean Levy, 688,262 withheld; and 6,378,625 votes for Robert Bensoussan-Torres, 688,262 withheld. A plurality of the votes having been cast in favor of each of the above-named Directors, they were duly elected to serve a one (1) year term. (c) (i) The second item of business was the resolution to adopt an amendment to the Company's Amended and Restated Certificate of Incorporation, to change the name of the Company to Inter Parfums, Inc., and the results of the voting were as follows: 6,929,657 votes for the resolution, 128,300 votes against and 8,930 votes abstained. A majority of the outstanding shares were cast for resolution no. 2, and the resolution was duly passed. (c) (ii) The final item of business was the resolution to adopt the 1999 Stock Option Plan. The results of the voting were as follows: 4,966,519 votes for the resolution, 1,081,244 votes against and 26,987 votes abstained. Page 12
INTER PARFUMS, INC. AND SUBSIDIARIES A majority of the outstanding shares were cast for resolution no. 3 and the resolution was duly passed. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (b) A Current Report on Form 8-K, date of report, July 14, 1999 was filed, reporting item 5. 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 5th day of August 1999. INTER PARFUMS, INC. By: /s/ Russell Greenberg Russell Greenberg, Executive Vice President and Chief Financial Officer Page 13