UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q
(MARK
ONE)
☒ Quarterly Report
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the quarterly period ended March 31, 2021 .
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)
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common
Stock, $.001 par value per share IPAR The
Nasdaq Stock Market
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 ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act).
Large
accelerated Filer ☒ Accelerated filer ☐
Non-accelerated
filer ☐ Smaller
reporting company ☐
Emerging Growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
At
May 10, 2021, there were 31,652,038 shares of common stock, par value $.001 per share, outstanding.
INTER PARFUMS, INC. AND SUBSIDIARIES
INDEX
Page
Number
Part
I.
Financial Information
1
Item
1.
Financial Statements
1
Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020
2
Consolidated Statements of Income for the Three Months Ended March 31, 2021 and March 31, 2020
3
Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2021 and March 31, 2020
4
Consolidated Statements of Changes in Equity for the Three Months Ended March 31, 2021 and March 31, 2020
5
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2021 and March 31, 2020
6
Notes to Consolidated Financial Statements
7
Item
2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
15
Item
3.
Quantitative and Qualitative Disclosures About Market Risk
25
Item
4.
Controls and Procedures
26
Part
II.
Other Information
26
Item
6.
Exhibits
27
Signatures
28
i
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 (“SEC”).
Therefore, such financial statements do not include all disclosures required by accounting principles generally accepted in the United
States of America. In preparing these consolidated financial statements, the Company has evaluated events and transactions for potential
recognition or disclosure through the date the consolidated financial statements were issued by filing with the SEC. These financial
statements should be read in conjunction with our audited financial statements for the year ended December 31, 2020 included in
our annual report filed on Form 10-K.
The
results of operations for the three months ended March 31, 2021 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)
(Unaudited)
March
31,
2021
December 31,
2020
ASSETS
Current assets:
Cash and cash equivalents
$ 143,313
$ 169,681
Short-term investments
150,545
126,627
Accounts receivable, net
149,940
124,057
Inventories
148,685
158,822
Receivables, other
1,650
1,815
Other current assets
18,579
16,912
Income taxes receivable
404
2,806
Total
current assets
613,116
600,720
Equipment and leasehold improvements, net
18,865
19,580
Right-of-use assets, net
22,807
24,734
Trademarks, licenses and other intangible assets, net
202,247
214,108
Deferred tax assets
7,669
8,041
Other assets
23,011
22,962
Total assets
$ 887,715
$ 890,145
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt
$ 1,071
$ 14,570
Current portion of lease liabilities
4,983
5,133
Accounts payable – trade
44,680
35,576
Accrued expenses
88,600
95,629
Income taxes payable
12,774
5,297
Total current liabilities
152,108
156,205
Long–term debt, less current portion
9,173
10,136
Lease liabilities, less current portion
19,771
21,354
Equity:
Inter Parfums, Inc. shareholders’ equity:
Preferred stock, $ .001 par; authorized 1,000,000 shares; none issued
--
--
Common stock, $ .001 par; authorized 100,000,000 shares; outstanding 31,652,038 and 31,608,588 shares at March 31, 2021 and December 31, 2020, respectively
32
32
Additional paid-in capital
77,566
75,708
Retained earnings
523,600
503,567
Accumulated other comprehensive loss
( 23,611 )
( 5,997 )
Treasury stock, at cost, 9,864,805 shares at March 31, 2021 and December 31, 2020
( 37,475 )
( 37,475 )
Total Inter Parfums, Inc. shareholders’ equity
540,112
535,835
Noncontrolling interest
166,551
166,615
Total equity
706,663
702,450
Total liabilities and equity
$ 887,715
$ 890,145
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,
2021
2020
Net sales
$ 198,528
$ 144,824
Cost of sales
73,280
55,783
Gross margin
125,248
89,041
Selling, general and administrative expenses
74,896
71,262
Impairment loss
2,393
--
Income from operations
47,959
17,779
Other expenses (income):
Interest expense
377
1,001
Gain on foreign currency
( 1,866 )
( 954 )
Interest income
( 386 )
( 1,007 )
Other income
( 192 )
--
( 2,067 )
( 960 )
Income before income taxes
50,026
18,739
Income taxes
13,400
5,440
Net income
36,626
13,299
Less: Net income attributable to the noncontrolling interest
8,964
3,240
Net income attributable to Inter Parfums, Inc.
$ 27,662
$ 10,059
Net income attributable to Inter Parfums, Inc. common shareholders:
Basic
$ 0.87
$ 0.32
Diluted
$ 0.87
$ 0.32
Weighted average number of shares outstanding:
Basic
31,631
31,530
Diluted
31,772
31,708
Dividends declared per share
$ 0.25
$ 0.33
See
notes to consolidated financial statements.
Page 3
INTER
PARFUMS, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF COMPREHENSIVE INCOME
(In
thousands)
(Unaudited)
Three
months ended
March 31,
2021
2020
Comprehensive income:
Net income
$ 36,626
$ 13,299
Other comprehensive income:
Net derivative instrument gain (loss), net of tax
( 600 )
257
Transfer from other comprehensive income into earnings
--
( 52 )
Translation adjustments, net of tax
( 26,119 )
( 11,921 )
Comprehensive income
9,907
1,583
Comprehensive income attributable to the noncontrolling interests:
Net income
8,964
3,240
Other comprehensive income:
Net derivative instrument gain (loss), net of tax
( 164 )
57
Translation adjustments, net of tax
( 8,941 )
( 3,529 )
Comprehensive loss attributable to the noncontrolling interests
( 141 )
( 232 )
Comprehensive income attributable to Inter Parfums, Inc.
$ 10,048
$ 1,815
See
notes to consolidated financial statements.
Page 4
INTER
PARFUMS, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CHANGES IN EQUITY
(In
thousands)
(Unaudited)
Three
months ended
March 31,
2021
2020
Common stock, beginning and end of period
$ 32
$ 31
Additional paid-in capital, beginning of period
75,708
70,664
Shares issued upon exercise of stock options
1,467
641
Share-based compensation
391
427
Transfer of subsidiary shares purchased
--
1,886
Additional paid-in capital, end of period
77,566
73,618
Retained earnings, beginning of period
503,567
474,637
Net income
27,662
10,059
Dividends
( 7,913 )
( 10,406 )
Share-based compensation (adjustment)
284
( 343 )
Retained earnings, end of period
523,600
473,947
Accumulated other comprehensive loss, beginning of period
( 5,997 )
( 39,853 )
Foreign currency translation adjustment, net of tax
( 17,178 )
( 8,392 )
Transfer from other comprehensive income into earnings
--
( 52 )
Net derivative instrument gain (loss), net of tax
( 436 )
200
Accumulated other comprehensive loss, end of period
( 23,611 )
( 48,097 )
Treasury stock, beginning and end of period
( 37,475 )
( 37,475 )
Noncontrolling interest, beginning of period
166,615
140,994
Net income
8,964
3,240
Foreign currency translation adjustment, net of tax
( 8,941 )
( 3,529 )
Net derivative instrument gain (loss), net of tax
( 164 )
57
Share-based compensation (adjustment)
( 22 )
( 34 )
Transfer of subsidiary shares purchased
99
( 139 )
Dividends
--
( 324 )
Noncontrolling interest, end of period
166,551
140,265
Total equity
$ 706,663
$ 602,289
See
notes to consolidated financial statements.
Page 5
INTER
PARFUMS, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(In
thousands)
(Unaudited)
Three
months ended
March 31,
2021
2020
Cash flows from operating activities:
Net income
$ 36,626
$ 13,299
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization
2,529
2,230
Provision for doubtful accounts
1,354
444
Noncash stock compensation
732
124
Share of income of equity investment
( 192 )
--
Impairment loss
2,393
--
Lease expense
236
19
Deferred tax provision (benefit)
58
( 463 )
Change in fair value of derivatives
1,699
( 170 )
Changes in:
Accounts receivable
( 32,566 )
( 4,545 )
Inventories
4,951
( 4,702 )
Other assets
( 3,819 )
( 3,545 )
Accounts payable and accrued expenses
8,102
( 29,821 )
Income taxes, net
10,413
2,013
Net cash provided by (used in) operating activities
32,516
( 25,117 )
Cash flows from investing activities:
Purchases of short-term investments
( 30,367 )
( 2,342 )
Purchases of equipment and leasehold improvements
( 1,205 )
( 1,254 )
Payment for intangible assets acquired
( 302 )
( 460 )
Net cash used in investing activities
( 31,874 )
( 4,056 )
Cash flows from financing activities:
Repayment of long-term debt
( 14,324 )
( 6,577 )
Proceeds from exercise of options
1,467
641
Dividends paid
( 7,913 )
( 10,399 )
Dividends paid to noncontrolling interest
--
( 324 )
Net cash used in financing activities
( 20,770 )
( 16,659 )
Effect of exchange rate changes on cash
( 6,240 )
( 4,028 )
Net decrease in cash and cash equivalents
( 26,368 )
( 49,860 )
Cash and cash equivalents - beginning of period
169,681
133,417
Cash and cash equivalents - end of period
$ 143,313
$ 83,557
Supplemental disclosure of cash flow information:
Cash paid for:
Interest
$ 375
$ 462
Income taxes
2,861
3,706
See
notes to consolidated financial statements.
Page 6
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 consolidated financial statements included in our Form 10-K, which was
filed with the Securities and Exchange Commission for the year ended December 31, 2020.
2. Impact
of COVID-19 Pandemic:
A
novel strain of coronavirus (“COVID-19”) surfaced in late 2019 and has spread around the world, including to the United States
and France. In March 2020, the World Health Organization declared COVID-19 a pandemic. The COVID-19 pandemic disrupted our business operations
and caused a significant unfavorable impact on our results of operations in 2020.
In
response to the COVID-19 pandemic various national, state, and local governments where we, our suppliers, and our customers operate initially
issued decrees prohibiting certain businesses from continuing to operate and certain classes of workers from reporting to work. In all
jurisdictions in which we operate we have been following guidance from authorities and health officials in allowing our teams to gradually
return to our offices, including, requiring personnel to wear masks and implementing additional cleaning and sanitization routines at
our offices and distribution centers.
The
effects of the COVID-19 pandemic on the beauty industry began in early March 2020. Retail store closings, event cancellations and a shutdown
of international air travel brought our sales to a virtual standstill. Business significantly improved during the second half of 2020
and into the first quarter of 2021 as retail stores reopened and consumers increased their on-line purchasing and we expect this trend
to continue. However, international travel has remained largely curtailed globally due to both government restrictions and consumer health
concerns. In addition, the recent resurgence and introduction of variants of COVID-19 cases in various parts of the world have caused
the temporary re-implementation of government restrictions to prevent further spread of the virus in certain jurisdictions. Therefore,
despite recent business improvement, the impact of the COVID-19 pandemic may have a material adverse effect on our results of our operations,
financial position and cash flows through at least the end of 2021.
3. Recent
Agreements:
Building
Acquisition - Future Headquarters in Paris
In
April 2021, our majority owned Paris-based subsidiary, Interparfums SA, completed the acquisition of its future headquarters at 10 rue
de Solférino in the 7th arrondissement of Paris from the property developer, Apsys. This is an office complex combining three
buildings connected by two inner courtyards, which consists of approximately 40,000 total sq. ft.
The
€ 125 million (approximately $ 149 million) purchase price for this building, is in line with market values, includes the complete
renovation of the site and is financed by a 10 -year € 120 million (approximately $ 143 million) bank loan to take advantage of low
current interest rates.
Page 7
INTER PARFUMS, INC. AND SUBSIDIARIES
Notes
to Consolidated Financial Statements
Anna
Sui Corp.
In
January 2021, we renewed our license agreement with Anna Sui Corp. for the creation, development and distribution of fragrance products
through December 31, 2026, without any material changes in terms and conditions. Our initial 10-year license agreement with Anna
Sui Corp. was signed in 2011. The renewal agreement also allows for an additional 5-year term through 2031 at the option of the Company.
Rochas
Fashion
Effective January 1, 2021, we
entered into a new license agreement modifying our Rochas fashion business model. The new agreement calls for a reduction in royalties
to be received. As a result, we have taken $ 2.4 million impairment charge on our Rochas fashion trademark. The new license also
contains an option for the licensee to buy-out the Rochas fashion trademarks in June 2025 at its then fair market value.
4. Recent
Accounting Pronouncements:
There
are no recent accounting pronouncements issued but not yet adopted that would have a material effect on our consolidated financial
statements.
5. Inventories:
Inventories
consist of the following:
(In thousands)
March 31,
2021
December 31, 2020
Raw materials and component parts
$ 62,446
$ 66,492
Finished goods
86,239
92,330
$ 148,685
$ 158,822
Page 8
INTER PARFUMS, INC. AND SUBSIDIARIES
Notes
to Consolidated Financial Statements
6. Fair
Value Measurement:
The
following tables present our financial assets and liabilities that are measured at fair value on a recurring basis and are categorized
using the fair value hierarchy. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair
value.
Fair Value Measurements at March 31, 2021
Quoted Prices in
Significant Other
Significant
Active Markets for
Observable
Unobservable
Identical Assets
Inputs
Inputs
Total
(Level 1)
(Level 2)
(Level 3)
Assets:
Short-term investments
$ 150,545
$ —
$ 150,545
$ —
Liabilities:
Foreign currency forward exchange contracts accounted for using hedge accounting
$ 597
$ —
$ 597
$ —
Foreign currency forward exchange contracts not accounted for using hedge accounting
815
—
815
—
$ 1,412
$ —
$ 1,412
$ —
Fair Value Measurements at December 31, 2020
Quoted Prices in
Significant Other
Significant
Active Markets for
Observable
Unobservable
Identical Assets
Inputs
Inputs
Total
(Level 1)
(Level 2)
(Level 3)
Assets:
Short-term investments
$ 126,627
$ —
$ 126,627
$ —
Foreign currency forward exchange contracts not accounted for using hedge accounting
253
—
253
—
$ 126,880
$ —
$ 126,880
$ —
The
carrying amount of cash and cash equivalents including money market funds, short-term investments, accounts receivable, other receivables,
accounts payable and accrued expenses approximates fair value due to the short terms to maturity of these instruments. The carrying amount
of loans payable approximates fair value as the interest rates on the Company’s indebtedness approximate current market rates.
Foreign
currency forward exchange contracts are valued based on quotations from financial institutions and the value of interest rate swaps are
the discounted net present value of the swaps using third party quotes from financial institutions.
Page 9
INTER PARFUMS, INC. AND SUBSIDIARIES
Notes
to Consolidated Financial Statements
7. Derivative
Financial Instruments:
The
Company enters into foreign currency forward exchange contracts to hedge exposure related to receivables denominated in a foreign currency
and occasionally to manage risks related to future sales expected to be denominated in a foreign currency. Before entering into a derivative
transaction for hedging purposes, it is determined that a high degree of initial effectiveness exists between the change in value of
the hedged item and the change in the value of the derivative instrument from movement in exchange rates. High effectiveness means that
the change in the cash flows of the derivative instrument will effectively offset the change in the cash flows of the hedged item. The
effectiveness of each hedged item is measured throughout the hedged period and is based on the dollar offset methodology and excludes
the portion of the fair value of the foreign currency forward exchange contract attributable to the change in spot-forward difference
which is reported in current period earnings. Any hedge ineffectiveness is also recognized as a gain or loss on foreign currency in the
income statement. For hedge contracts that are no longer deemed highly effective, hedge accounting is discontinued and gains and losses
accumulated in other comprehensive income are reclassified to earnings. If it is probable that the forecasted transaction will no
longer occur, then any gains or losses accumulated in other comprehensive income are reclassified to current-period earnings.
Gains
and losses in derivatives designated as hedges are accumulated in other comprehensive income (loss) and gains and losses in derivatives
not designated as hedges are included in (gain) loss on foreign currency on the accompanying income statements. Such gains and losses
were immaterial for both three month periods ended March 31, 2021 and 2020.
All
derivative instruments are reported as either assets or liabilities on the balance sheet measured at fair value. The valuation of foreign
currency forward exchange contracts at March 31, 2021, resulted in a liability and is included in accrued expenses on the accompanying
balance sheet.
At
March 31, 2021, we had foreign currency contracts in the form of forward exchange contracts in the amount of approximately U.S. $ 78.5 million
and GB £ 2.7 million which all have maturities of less than one year.
8. Leases:
The
Company leases its offices and warehouses, vehicles, and certain office equipment, substantially all of which are classified as operating
leases. The Company currently has no material financing leases. The Company determines if an arrangement is a lease at inception. Operating
lease assets and obligations are recognized at the lease commencement date based on the present value of lease payments over the lease
term.
In
determining lease asset value, the Company considers fixed or variable payment terms, prepayments, incentives, and options to extend
or terminate, depending on the lease. Renewal, termination or purchase options affect the lease term used for determining lease asset
value only if the option is reasonably certain to be exercised. The Company generally uses its incremental borrowing rate based on information
available at the lease commencement date for the location in which the lease is held in determining the present value of lease payments.
Page 10
INTER PARFUMS, INC. AND SUBSIDIARIES
Notes
to Consolidated Financial Statements
As
of March 31, 2021, the weighted average remaining lease term was 5.1 years and the weighted average discount rate used to determine the
operating lease liability was 3.1 %. Rental expense related to operating leases was $ 1.4 million and $ 1.8 million for the periods ending
March 31, 2021 and 2020, respectively. Operating lease payments included in operating cash flows totaled $ 1.5 million and $ 1.6 million
for the three months ended March 31, 2021 and 2020, respectively, and noncash additions to operating lease assets totaled $ 0.0 million
and $ 0.7 million for the three months ended March 31, 2021 and 2020, respectively.
9. 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, provide for the granting of both nonqualified and incentive options. Options granted under the plans typically have a six-year
term and vest over a four to five-year period. The fair value of shares vested during the three months ended March 31, 2021 and 2020
aggregated $ 0.09 million and $ 0.08 million, respectively. Compensation cost, net of forfeitures, is recognized on a straight-line basis
over the requisite service period for the entire award. Forfeitures are estimated based on historic trends. It is generally our policy
to issue new shares upon exercise of stock options.
The
following table sets forth information with respect to nonvested options for the three month period ended March 31, 2021:
Number of Shares
Weighted Average Grant-Date Fair Value
Nonvested options – beginning of period
353,790
$ 12.96
Nonvested options granted
9,000
$ 11.35
Nonvested options vested or forfeited
( 27,830 )
$ 12.96
Nonvested options – end of period
334,960
$ 12.91
Share-based
payment expense decreased income before income taxes by $ 0.73 million and $ 0.12 million for the three months ended March 31, 2021 and
2020, respectively, and decreased net income attributable to Inter Parfums, Inc. by $ 0.49 million and $ 0.18 million for the three months
ended March 31, 2021 and 2020.
The
following table summarizes stock option information as of March 31, 2021:
Shares
Weighted Average Exercise Price
Outstanding at January 1, 2021
713,210
$ 52.74
Options granted
9,000
62.18
Options forfeited
( 28,320 )
61.30
Options exercised
( 43,450 )
33.77
Outstanding at March 31, 2021
650,440
$ 53.76
Options exercisable
315,480
$ 44.75
Options available for future grants
559,440
Page 11
INTER PARFUMS, INC. AND SUBSIDIARIES
Notes
to Consolidated Financial Statements
As
of March 31, 2021, the weighted average remaining contractual life of options outstanding is 3.19 years ( 2.49 years for options exercisable);
the aggregate intrinsic value of options outstanding and options exercisable is $ 11.5 million and $ 8.3 million, respectively; and unrecognized
compensation cost related to stock options outstanding aggregated $ 4.1 million.
Cash
proceeds, tax benefits and intrinsic value related to stock options exercised during the three months ended March 31, 2021 and March
31, 2020 were as follows:
(In thousands)
March 31,
2021
March 31,
2020
Cash proceeds from stock options exercised
$ 1,467
$ 641
Tax benefits
200
--
Intrinsic value of stock options exercised
1,457
733
The
weighted average fair values of the options granted by Inter Parfums, Inc. during the three months ended March 31, 2021 and 2020 were
$ 11.35 and $ 12.16 per share, respectively, on the date of grant using the Black-Scholes option pricing model to calculate the fair value
of options granted. The assumptions used in the Black-Scholes pricing model for the periods ended March 31, 2021 and 2020 are set
forth in the following table:
March 31,
2021
March 31,
2020
Weighted average expected stock-price volatility
25 %
25 %
Weighted average expected option life
5 years
5 years
Weighted average risk-free interest rate
0.4 %
1.4 %
Weighted average dividend yield
1.6 %
2.5 %
Expected
volatility is estimated based on historic volatility of the Company’s common stock. The expected term of the option is estimated
based on historic data. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of the grant of the option
and the dividend yield reflects the assumption that the dividend payout as authorized by the Board of Directors would increase as the
earnings of the Company and its stock price continue to increase.
In
December 2018, Interparfums SA, our 73 % owned French subsidiary, approved a plan to grant an aggregate of 26,600 shares of its stock
to employees with no performance condition requirement, and an aggregate of 133,000 shares to officers and managers, subject to certain
corporate performance conditions. The shares, subject to adjustment for stock splits, will be distributed in June 2022. In order to avoid
dilution of the Company’s ownership of Interparfums SA, all shares to be distributed pursuant to the plan will be pre-existing
shares of Interparfums SA, purchased in the open market by Interparfums SA in prior years.
In
March 2020, due to the potential impact on future net sales and operating results resulting from the COVID-19 pandemic, the estimated
number of shares to be distributed, after forfeited shares, was reduced from 142,571 to 82,162. As the Company had already purchased
shares in contemplation of the higher anticipated distribution, shares purchased in excess of the reduced anticipated distribution were
transferred to treasury shares at Interparfums SA level.
Page 12
INTER PARFUMS, INC. AND SUBSIDIARIES
Notes
to Consolidated Financial Statements
The
fair value of the grant had been determined based on the quoted stock price of Interparfums SA shares as reported by the NYSE Euronext
on the date of grant. The original cost of the grant was approximately $4.4 million, and the March 2020 revaluation resulted in a reduction
of the cost, to approximately $2.5 million.
In
June 2020, the performance conditions were modified effecting 96 employees. As of March 31, 2021, the number of shares to be distributed,
after forfeited shares, increased to 158,707 . The increase in shares anticipated to be distributed were transferred from treasury shares
at the Interparfums SA level. The original cost of the grant was approximately $ 4.4 million, and the modification resulted in a revised
cost of approximately $ 4.6 million.
10. Net
Income Attributable to Inter Parfums, Inc. Common Shareholders:
Net
income attributable to Inter Parfums, Inc. per common share (“basic EPS”) is computed by dividing net income attributable
to Inter Parfums, Inc. by the weighted average number of shares outstanding. Net income attributable to Inter Parfums, Inc. per
share assuming dilution (“diluted EPS”), is computed using the weighted average number of shares outstanding, plus the incremental
shares outstanding assuming the exercise of dilutive stock options using the treasury stock method.
The
reconciliation between the numerators and denominators of the basic and diluted EPS computations is as follows:
Three months ended
March 31,
(In thousands, except per share data)
2021
2020
Numerator:
Net income attributable to Inter Parfums, Inc.
$ 27,662
$ 10,059
Denominator:
Weighted average shares
31,631
31,530
Effect of dilutive securities:
Stock options
141
178
Denominator for diluted earnings per share
31,772
31,708
Earnings per share:
Net income attributable to Inter Parfums, Inc.
common shareholders:
Basic
$ 0.87
$ 0.32
Diluted
0.87
0.32
Not
included in the above computations is the effect of antidilutive potential common shares which consist of outstanding options to purchase
0.35 and 0.37 million shares of common stock for the three months ended March 31, 2021 and 2020, respectively.
Page 13
INTER PARFUMS, INC. AND SUBSIDIARIES
Notes
to Consolidated Financial Statements
11. Segment
and Geographic Areas:
The
Company manufactures and distributes one product line, fragrances and fragrance related products. The Company manages its business in
two segments, European based operations and United States based operations. The European assets are located, and operations are primarily
conducted, in France. Both European operations and United States operations primarily represent the sale of prestige brand name fragrances.
Information
on our operations by geographical areas is as follows:
(In thousands)
Three months ended
March 31,
2021
2020
Net sales:
United States
$ 39,196
$ 31,618
Europe
159,766
114,123
Eliminations
( 434 )
( 917 )
$ 198,528
$ 144,824
Net income attributable to Inter Parfums, Inc.:
United States
$ 4,187
$ 1,606
Europe
23,475
8,453
$ 27,662
$ 10,059
March 31,
December 31,
2021
2020
Total Assets:
United States
$ 140,875
$ 141,316
Europe
759,473
758,812
Eliminations of investment in subsidiary
( 12,633 )
( 9,983 )
$ 887,715
$ 890,145
12. Reclassifications:
Certain
prior year’s amounts in the accompanying consolidated statements of cash flows have been reclassified to conform to current period
presentation.
Page 14
INTER PARFUMS, INC. AND SUBSIDIARIES
Item
2: 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, 2020 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. Certain prestige fragrance products
are produced and marketed by our European operations through our 73% owned subsidiary in Paris, Interparfums SA, which is also a publicly
traded company as 27% of Interparfums SA shares trade on the NYSE Euronext.
We
produce and distribute our European based fragrance products primarily under license agreements with brand owners, and European based
fragrance product sales represented approximately 80% and 79% of net sales for the three months ended March 31, 2021 and 2020, respectively.
We have built a portfolio of prestige brands, which include Boucheron, Coach, Jimmy Choo, Karl Lagerfeld, Kate Spade New York, Lanvin,
Moncler, Montblanc, Paul Smith, Repetto, Rochas, S.T. Dupont and Van Cleef & Arpels , whose products are distributed in
over 120 countries around the world.
Through
our United States operations, we also market fragrance and fragrance related products. United States operations represented 20% and 21%
of net sales for the three months ended March 31, 2021 and 2020, respectively. These fragrance products are sold primarily pursuant to
license or other agreements with the owners of the Abercrombie & Fitch, Anna Sui, bebe, Dunhill, French Connection, Graff, GUESS,
Hollister, MCM and Oscar de la Renta brands.
Page 15
INTER PARFUMS, INC. AND
SUBSIDIARIES
Substantially
all of our prestige fragrance brands are licensed from unaffiliated third parties, and our business is dependent upon the continuation
and renewal of such licenses. With respect to the Company’s largest brands, we license the Montblanc, Jimmy Choo, Coach and GUESS
brand names. As a percentage of net sales, product sales for the Company’s largest brands were as follows:
Three
Months Ended
March
31,
2021
2020
Montblanc.
20 %
21 %
Jimmy Choo.
18 %
15 %
Coach.
16 %
20 %
GUESS.
10 %
11 %
Quarterly
sales fluctuations are influenced by the timing of new product launches as well as the third and fourth quarter holiday season. In certain
markets where we sell directly to retailers, seasonality is more evident. We sell directly to retailers in France as well as through
our own distribution subsidiaries in Spain and the United States.
We
grow our business in two distinct ways. First, we grow by adding new brands to our portfolio, either through new licenses or other arrangements
or out-right acquisitions of brands. Second, we grow through the introduction of new products and by supporting new and established products
through advertising, merchandising and sampling as well as phasing out underperforming products so we can devote greater resources to
those products with greater potential. The economics of developing, producing, launching and supporting products influence our sales
and operating performance each year. Our introduction of new products may have some cannibalizing effect on sales of existing products,
which we take into account in our business planning.
Our
business is not capital intensive, and it is important to note that we do not own 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 product for us and
then deliver them to one of our distribution centers.
As
with any global business, many aspects of our operations are subject to influences outside our control. We believe we have a strong brand
portfolio with global reach and potential. As part of our strategy, we plan to continue to make investments behind fast-growing markets
and channels to grow market share.
Our
reported net sales are impacted by changes in foreign currency exchange rates. A strong U.S. dollar has a negative impact on our net
sales. However, earnings are positively affected by a strong dollar, because almost 50% of net sales of our European operations are denominated
in U.S. dollars, while almost all costs of our European operations are incurred in euro. Conversely, a weak U.S. dollar has a favorable
impact on our net sales while gross margins are negatively affected. We address certain financial exposures through a controlled program
of risk management that includes the use of derivative financial instruments and primarily enter into foreign currency forward exchange
contracts to reduce the effects of fluctuating foreign currency exchange rates.
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INTER PARFUMS, INC. AND SUBSIDIARIES
Impact
of COVID-19 Pandemic
A
novel strain of coronavirus (“COVID-19”) surfaced in late 2019 and has spread around the world, including to the United States
and France. In March 2020, the World Health Organization declared COVID-19 a pandemic. The COVID-19 pandemic disrupted our business operations
and caused a significant unfavorable impact on our results of operations in 2020.
In
response to the COVID-19 pandemic various national, state, and local governments where we, our suppliers, and our customers operate initially
issued decrees prohibiting certain businesses from continuing to operate and certain classes of workers from reporting to work. In all
jurisdictions in which we operate we have been following guidance from authorities and health officials in allowing our teams to gradually
return to our offices, including, requiring personnel to wear masks and implementing additional cleaning and sanitization routines at
our offices and distribution centers.
The
effects of the COVID-19 pandemic on the beauty industry began in early March 2020. Retail store closings, event cancellations and a shutdown
of international air travel brought our sales to a virtual standstill. Beginning in June 2020, retail stores in many jurisdictions around
the world began reopening and business has improved considerably. However, international travel has remained largely curtailed globally
due to both government restrictions and consumer health concerns.
Business
significantly improved during the second half of 2020 and into the first quarter of 2021 as retail stores reopened and consumers increased
their on-line purchasing, and we expect this trend to continue. However, the recent resurgence and introduction of variants of COVID-19
cases in various parts of the world has caused the temporary re-implementation of government restrictions to prevent further spread of
the virus in certain jurisdictions. Therefore, despite recent business improvement, the impact of the COVID-19 pandemic may have a material
adverse effect on our results of our operations, financial position and cash flows through at least the end of 2021.
Operationally,
we are prepared for increased demand in the post-COVID-19 environment, with business in most parts of the world showing signs of a comeback.
We have geared up to rapidly fill the distribution channels as the crisis subsides. In that regard, we have maintained reasonable inventory
levels of components and finished goods, and we are gaining local market intelligence from our distributors and production capacity data
from our suppliers.
Recent
Important Events
Building
Acquisition - Future Headquarters in Paris
In
April 2021, our majority owned Paris-based subsidiary, Interparfums SA, completed the acquisition of its future headquarters at 10 rue
de Solférino in the 7th arrondissement of Paris from the property developer, Apsys. This is an office complex combining three
buildings connected by two inner courtyards, a large part of which was the French Socialist Party’s former headquarters, which
consists of approximately 40,000 total sq. ft.
The
€125 million (approximately $149 million) purchase price for this building, is in line with market values, includes the complete
renovation of the site and is financed by a 10-year €120 million (approximately $143 million) bank loan to take advantage of low
current interest rates.
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INTER PARFUMS, INC. AND SUBSIDIARIES
Anna
Sui Corp.
In
January 2021, we renewed our license agreement with Anna Sui Corp. for the creation, development and distribution of fragrance products
through December 31, 2026, without any material changes in terms and conditions. Our initial 10-year license agreement with Anna
Sui Corp. was signed in 2011. The renewal agreement also allows for an additional 5-year term through 2031 at the option of the Company.
Origines-Parfums
In
June 2020, the Company through its 73% owned subsidiary, Interparfums SA, and Divabox SAS (“Divabox”), owner of the Origines-parfums
e-commerce platform for beauty products, signed a strategic agreement and equity investment pursuant to which we acquired 25% of Divabox
capital for $14.0 million, through a capital increase. In connection with the acquisition, the Company entered into a $13.4 million term
loan, which has been amended such that the loan was repaid in full in February 2021. As a website of reference for all selective fragrance
brands, Origines-parfums is a key French player in the online beauty market recognized for its customer relationship expertise. This
agreement should enhance the introduction of dedicated fragrance lines and products designed to address a specific consumer demand for
this distribution channel and accelerate our digital development.
Moncler
In
June 2020, the Company entered into an exclusive, 5-year worldwide license agreement with a potential 5-year extension with Moncler for
the creation, development and distribution of fragrances under the Moncler brand. Our rights under this license are subject to certain
minimum advertising expenditures and royalty payments as are customary in our industry. Moncler was founded at Monestier-de-Clermont,
Grenoble, France, in 1952 and is currently headquartered in Italy. Over the years, the brand has combined style with constant technological
research assisted by experts in activities linked to the world of the mountain. The Moncler outerwear collections marry the extreme demands
of nature with those of city life. Our first fragrance launch for the Moncler brand is scheduled for the first quarter of 2022.
Discussion
of Critical Accounting Policies
Information
regarding our critical accounting policies can be found in our 2020 Annual Report on Form 10-K filed with the SEC.
Page 18
INTER PARFUMS, INC. AND SUBSIDIARIES
Results
of Operations
Three
Months Ended March 31, 2021 as Compared to the Three Months Ended March 31, 2020
Net Sales
Three months ended
March 31,
(in millions)
2021
% Change
2020
European based product sales
$ 159.7
40.0 %
$ 114.1
United States based product sales
38.8
26.2 %
30.7
Total net sales
$ 198.5
37.1 %
$ 144.8
Net
sales for the three months ended March 31, 2021 increased 37.1% to $198.5 million, as compared to $144.8 million for the corresponding
period of the prior year. At comparable foreign currency exchange rates, net sales increased 32.7%. For the 2021 first quarter, the average
U.S. dollar/euro exchange rate was 1.20 as compared to 1.10 in the first quarter of 2020.
European
based product sales increased 40.0% to $159.7 million for the three months ended March 31, 2021, as compared to $114.1 million for the
corresponding period of the prior year. At comparable foreign currency exchange rates, net sales increased 34.5%.
Continuing
the rebound that began in the second half of 2020, sales for the first three months of 2021 set a first quarter record. Not only were
2021 first quarter sales 37.1% ahead of the 2020 first quarter, but they were also 11.4% ahead of the 2019 first quarter sales of $178.2
million. Product sales for our largest brands within European operations, Montblanc, Jimmy Choo, Coach, and Lanvin, rose 27.5%, 66.7%,
8.8% and 91.2%, respectively. Montblanc legacy scents were responsible for the increase in brand sales, and the same holds for Lanvin
fragrances with a major sales boost in the brand’s major markets, Eastern Europe and Asia. In 2021, the increase in Coach sales
was more of a function of a weaker dollar rather than increased sales volume; in 2020 comparable quarter sales rose 35.9% over the 2019
first quarter due in great part to the pre-pandemic launch of Coach Dreams . The combination of the strong sales by established
Jimmy Choo scents along with the first quarter launch of I Want Choo produced the gain in first quarter brand sales. Initial sales
of Kate Spade New York , our first new fragrance for the brand, also pushed first quarter sales to a new record as did the launch
of our eco-friendly scent, Rochas Girl.
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INTER PARFUMS, INC. AND SUBSIDIARIES
United
States based product sales increased 26.2% to $38.8 million for the three months ended March 31, 2021, as compared to $30.7 million for
the corresponding period of the prior year. With little exception, our U.S. brands also produced strong growth in the first quarter.
GUESS, our largest brand, continued to benefit from a combination of legacy fragrance sales and initial distribution of Bella Vita .
We have had strong replenishment orders for the Authentic Night duo by Abercrombie & Fitch which debuted late last year while
first quarter shipments of the Canyon Escape duo drove Hollister brand sales growth. Debuting in limited distribution toward the
end of the first quarter was our MCM signature scent, our first scent for this brand, with global rollout now underway. The first quarter
decline in Anna Sui brand sales following the 62.3% increase in the 2020 fourth quarter, was primarily due to the launch of Sky
in the 2020 fourth quarter. The limited duty free/travel retail market also factored into the decline in Anna Sui brand sales. However,
we have significant Anna Sui open orders and look forward to improving brand sales as the year unfolds. Our newest Oscar de la Renta
scent, Alibi , was unveiled late in the first quarter with broader distribution now in process.
Net Sales to Customers by Region
Three months ended
March 31,
(in millions)
2021
2020
North America
$ 72.6
$ 46.5
Western Europe
45.2
41.4
Asia
30.1
22.5
Middle East
18.9
14.4
Eastern Europe
15.9
7.1
Central and South America
13.3
10.9
Other
2.5
2.0
$ 198.5
$ 144.8
Most
regions showed gains, with sales by two of our three largest markets, North America and Asia, up 56% and 34%, respectively. The
9% reported sales increase in Western Europe was attributable to the weaker dollar, as the region was impacted by the lockdowns
in the United Kingdom, Germany and Italy. Comparable quarter sales also bounced back in the Middle East, Eastern Europe and
Central and South America, growing 31%, 125% and 22%, respectively.
Gross
Profit Margin
Three
months ended
March 31,
(in millions)
2021
2020
Net sales
$ 198.5
$ 144.8
Cost of sales
73.3
55.8
Gross margin
$ 125.2
$ 89.0
Gross margin as a % of net sales
63.1 %
61.5 %
Gross
profit margin was 63.1% of net sales for the three months ended March 31, 2021, as compared to 61.5% for the corresponding period of
the prior year. For European operations, gross profit margin was 65.5% and 63.9% in the first quarters of 2021 and 2020, respectively.
We carefully monitor movements in foreign currency exchange rates as almost 50% of our European based operations net sales are denominated
in U.S. dollars, while most of our costs are incurred in euro. From a margin standpoint, a strong U.S. dollar has a positive effect on
our gross profit margin while a weak U.S. dollar has a negative effect. For the three months ended March 31, 2021 the weaker dollar,
as compared to the corresponding period of the prior year had a negative effect on gross margin. However, significantly reduced lower
margin giftset sales in 2021 and new product launches with better margins mitigated the negative effect from currency exchange rates
in the period.
For U.S. operations,
gross profit margin was 53.2% and 52.6% in the first quarters of 2021 and 2020, respectively. With the increase in sales in the
first quarter of 2021, we were better able to absorb expenses such as depreciation of tools and molds and the cost of point-of-sale
materials, as compared to the corresponding period of the prior year.
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INTER PARFUMS, INC. AND SUBSIDIARIES
Generally,
we do not bill customers for shipping and handling costs and such costs, which aggregated $1.7 million and $1.6 million for the three
months ended March 31, 2021 and 2020, respectively, and are included in selling, general and administrative expenses 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.
Selling,
General and Administrative Expenses
Three months ended
March 31,
(in millions)
2021
2020
Selling, general and administrative expenses
$ 74.9
$ 71.3
Selling, general and administrative expenses as a % of net sales
37.7 %
49.2 %
Selling,
general and administrative expenses increased 5.1% for the three months ended March 31, 2021, as compared to the corresponding period
of the prior year. As a percentage of sales, selling, general and administrative expenses were 37.7% and 49.2% for the three months ended
March 31, 2021 and 2020, respectively. For European operations, with sales up 40.0%, selling, general and administrative expenses increased
3.9% in 2021, as compared to 2020 and represented 37.2% of sales in 2021, as compared to 50.1% of sales in 2020. For U.S. operations,
with sales up 26.2%, selling, general and administrative expenses increased 9.9% in 2021 as compared to 2020 and represented 39.9% and
45.8% of sales in 2021 and 2020, respectively. The decline in selling, general and administrative expenses as a percentage of sales for
the 2021 period was primarily due to lower promotional and advertising expenses. Sales rebounded more quickly than anticipated, and we
did not have the opportunity to reinvest in additional promotion and advertising to match our historic levels. Promotion and advertising
included in selling, general and administrative expenses aggregated approximately $21.8 million (11.0% of net sales) for the 2021 period,
as compared to $28.5 million (19.7% of net sales) for the 2020 period.
As
the COVID-19 pandemic recedes, we plan to invest heavily in promotional spending to support new product launches and to build brand awareness.
We have significant promotion and advertising programs planned for 2021 and expect promotion and advertising expense included in selling
general and administrative expense to aggregate approximately 21% of sales for the full year ended December 31, 2021.
Royalty
expense included in selling, general and administrative expenses aggregated $15.4 million for the 2021 period, as compared to $11.3 million
in 2020 and represented 7.7% and 7.8% of net sales in 2021 and 2020, respectively.
As
a result of the above analysis regarding sales, margins and selling, general and administrative expenses, income from operations increased
169.7% to $48.0 million for the three months ended March 31, 2021, as compared to $17.8 million for the corresponding period of the prior
year. Operating margins were 24.2% of net sales in the current period as compared to 12.3% for the corresponding period of the prior
year.
Other
Income and Expense
Interest
expense aggregated $0.4 million and $1.0 million for the three months ended March 31, 2021 and 2020, respectively. Interest expense is
primarily related to the financing of brand and licensing acquisitions. We use the credit lines available to us, as needed, to finance
our working capital needs as well as our financing needs for acquisitions.
Page 21
INTER PARFUMS, INC. AND SUBSIDIARIES
Foreign
currency gains aggregated $1.9 million and $1.0 million for the three months ended March 31, 2021 and 2020, respectively. We typically
enter into foreign currency forward exchange contracts to manage exposure related to receivables from unaffiliated third parties denominated
in a foreign currency and occasionally to manage risks related to future sales expected to be denominated in a foreign currency. Almost
50% of net sales of our European operations are denominated in U.S. dollars.
Interest
income aggregated $0.4 million and $1.0 million for the three months ended March 31, 2021 and 2020, respectively. Cash and cash equivalents
and short-term investments are primarily invested in certificates of deposit with varying maturities.
Income
Taxes
Our effective tax rate was 26.8% and 29.0%
for the three months ended March 31, 2021 and 2020, respectively. Pursuant to an action plan released by the French Prime Minister,
the French corporate income tax rate is to be cut from 33% to 25% over the three-year period ending 2023. Our effective tax rate
for European operations was 28% and 30% for the three months ended March 31, 2021 and 2020, respectively.
Our
effective tax rate for U.S. operations was 17.0% for the three months ended March 31, 2021, as compared to 20.9% for the corresponding
period of the prior year. Our effective tax rate differs from the 21% statutory rate due to benefits received from the exercise of stock
options as well as deductions we are allowed for a portion of our foreign derived intangible income slightly offset by state and local
taxes. The benefit from the exercise of stock options for the three months ended March 31, 2021 was $0.2 million as compared to zero
in the 2020 first quarter.
The
French authorities are considering that the existence of IP Suisse, a wholly-owned subsidiary of Interparfums SA, does not, in and of
itself, constitute a permanent establishment and therefore Interparfums, SA should pay French taxes on all or part of the profits of
that entity. The French Tax Authority notified the Company that IP Suisse will be the subject of a tax audit covering the period January
1, 2010 through December 31, 2018. No claim or assessment for any taxes or penalties has been made at this time. The Company disagrees
and is prepared to vigorously defend its position. Consequently, no provision has been made in the accompanying consolidated financial
statements as we believe it is more likely than not that our position will be sustained based on its technical merits. Although we believe
that we have sufficient arguments to support our position, there exists a risk that the French authorities may prevail. The Company’s
exposure in connection with this matter is approximately $5.8 million, net of recovery taxes already paid to the Swiss authorities and
excluding interest.
Page 22
INTER PARFUMS, INC. AND SUBSIDIARIES
Other
than as discussed above, we did not experience any significant changes in tax rates, and none were expected in jurisdictions where we
operate.
Net Income and Earnings per Share
Three
months ended
March 31,
(in thousands except per
share data)
2021
2020
Net income attributable to European operations
$ 32,439
$ 11,693
Net income attributable to United States operations
4,187
1,606
Net income
36,626
13,299
Less: Net income attributable to the noncontrolling interest
8,964
3,240
Net income attributable to Inter Parfums, Inc.
$ 27,662
$ 10,059
Net income attributable to Inter Parfums, Inc. common shareholders:
Basic
$ 0.87
$ 0.32
Diluted
$ 0.87
$ 0.32
Weighted average number of shares outstanding:
Basic
31,631
31,530
Diluted
31,772
31,708
Net
income increased 175.4% to $36.6 million for the three months ended March 31, 2021, as compared to $13.3 million for the corresponding
period of the prior year. The reasons for significant fluctuations in net income for both European operations and United States operations
are directly related to the previous discussions relating to changes in sales, gross margin, and selling, general and administrative
expenses and effective tax rates.
The
noncontrolling interest arises primarily from our 73% owned subsidiary in Paris, Interparfums SA, which is also a publicly traded company
as 27% of Interparfums SA shares trade on the NYSE Euronext. The noncontrolling interest is also affected by the profitability of Interparfums
SA’s 51% owned distribution subsidiaries in Spain. Net income attributable to the noncontrolling interest aggregated 28% of European
operations net income for both the three months ended March 31, 2021 and 2020. Net income attributable to Inter Parfums, Inc. increased
175.0% to $27.7 million, as compared to $10.1 million for the corresponding period of the prior year.
Liquidity
and Capital Resources
Our
conservative financial tradition has enabled us to amass hefty cash balances and nominal long-term debt. As of March 31, 2021 we had
$294 million in cash, cash equivalents and short-term investments, most of which is held in euro by our European operations and is readily
convertible into U.S. dollars. We have not had any liquidity issues to date, and do not expect any liquidity issues relating to such
cash and cash equivalents and short-term investments held by our European operations. As of March 31, 2021 long-term debt aggregated
only $9.2 million and we also have $49 million available in untapped credit facilities.
As
of March 31, 2021, working capital aggregated $462 million and we had a working capital ratio in excess of 4 to 1. Approximately 86%
of the Company’s total assets are held by European operations, and approximately $179 million of trademarks, licenses and other
intangible assets are held by European operations.
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INTER PARFUMS, INC. AND SUBSIDIARIES
The
Company hopes to benefit from its strong financial position to potentially acquire one or more brands, either on a proprietary basis
or as a licensee. Opportunities for external growth continue to be examined, with the priority of maintaining the quality and homogeneous
nature of our portfolio. However, we cannot assure you that any new license or acquisition agreements will be consummated.
Cash
provided by operating activities aggregated $32.5 million for the three month period ended March 31, 2021, as compared to cash used in
operating activities of $25.1 million for the three months ended March 31, 2020. For the 2021 period, working capital items used $12.9
million in cash from operating activities, as compared to $40.6 million in the 2020 period. Although accounts receivable is up 26% from
year end, the balance is reasonable based on first quarter 2021 record sales levels and reflects strong collection activity as day’s
sales outstanding is down to 71 for the 2021 period as compared to 85 days for the corresponding period of the prior year. Inventory
levels are down 3% from year end and includes inventory anticipated to be needed to support 2021 new product launches.
Cash
flows used in investing activities in 2021 reflect the purchases of short-term investments. These investments are primarily certificates
of deposit and other contracts with maturities greater than three months. At March 31, 2021, approximately $82 million of such certificates
of deposit contain penalties where we would forfeit a portion of the interest earned in the event of early withdrawal.
Our
business is not capital intensive as we do not own any manufacturing facilities. On a full year basis, we expect to spend approximately
$4.0 million on tools and molds, depending on our new product development calendar. Capital expenditures also include amounts for office
fixtures, computer equipment and industrial equipment needed at our distribution centers.
In
April 2021, our majority owned Paris-based subsidiary, Interparfums SA, completed the acquisition of its future headquarters at 10 rue
de Solférino in the 7th arrondissement of Paris from the property developer, Apsys. This is an office complex combining three
buildings connected by two inner courtyards, which consists of approximately 40,000 total sq. ft. The €125 million (approximately
$149 million) purchase price for this building, is in line with market values, includes the complete renovation of the site and is financed
by a 10-year €120 million (approximately $143 million) bank loan to take advantage of low current interest rates.
In
June 2020, the Company and Divabox, owner of the Origines-parfums e-commerce platform for beauty products, signed a strategic agreement
and equity investment pursuant to which we acquired 25% of Divabox capital for $14 million through a capital increase. In connection
with the acquisition, the Company entered into a $13.4 million term loan, which was repaid in full in February 2021.
Effective
January 1, 2021, we entered into a new license agreement modifying our Rochas fashion business model. The new agreement calls for
a reduction in royalties to be received. As a result, we have taken $2.4 million impairment charge on our Rochas fashion trademark.
The remaining value of the Rochas fashion trademarks is €17.1 million (approximately $20.0 million). The new license
also contains an option for the licensee to buy-out the Rochas fashion trademarks in June 2025, at its then fair market value.
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INTER PARFUMS, INC. AND SUBSIDIARIES
Our
short-term financing requirements are expected to be met by available cash on hand at March 31, 2021, and short-term credit lines provided
by domestic and foreign banks. The principal credit facilities for 2021 consist of a $20.0 million unsecured revolving line of credit
provided by a domestic commercial bank, and approximately $29.3 million in credit lines provided by a consortium of international financial
institutions. There were no short-term borrowings outstanding as of both March 31, 2021 and 2020.
In
October 2019, the Board of Directors authorized a 20% increase in the annual dividend to $1.32 per share. In April 2020, as a result
of the uncertainties raised by the COVID-19 pandemic, the Board of Directors authorized a temporary suspension of the quarterly cash
dividend. In February 2021, our Board of Directors authorized a reinstatement of an annual dividend of $1.00, payable quarterly. The
next quarterly cash dividend of $0.25 per share is payable on June 30, 2021 to shareholders of record on June 15, 2021.
We
believe that funds provided by or used in operations can be supplemented by our present cash position and available credit facilities,
so that they 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 months
ended March 31, 2021.
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. We primarily enter 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.
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 currency other than our functional 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 Interparfums SA, 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, then the changes in fair value of the derivative instrument will
be recorded in other comprehensive income.
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INTER PARFUMS, INC. AND SUBSIDIARIES
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.
At
March 31, 2021, we had foreign currency contracts in the form of forward exchange contracts in the amount of approximately U.S. $78.5 million
and GB £2.7 million which all have maturities of less than one year. We believe that our risk of loss as the result of nonperformance
by any of such financial institutions is remote.
Interest
Rate Risk Management
We
mitigate interest rate risk by 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.
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 effective.
Changes
in Internal Control Over Financial Reporting
There
has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934)
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, 2. Unregistered Sales of Equity Securities and Use of Proceeds, 3. Defaults Upon Senior Securities,
4. Mine Safety Disclosures and 5. Other Information, are omitted as they are either not applicable or have been included in
Part I.
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INTER PARFUMS, INC. AND SUBSIDIARIES
Item
6. Exhibits
The
following documents are filed herewith:
Exhibit No.
Description
Page Number
31.1
Certifications required by Rule 13a-14(a) of Chief Executive Officer
Page 29
31.2
Certifications required by Rule 13a-14(a) of Chief Financial Officer and Principal Accounting Officer
Page 30
32.1
Certification required by Section 906 of the Sarbanes-Oxley Act of Chief Executive Officer
Page 31
32.2
Certification required by Section 906 of the Sarbanes-Oxley Act of Chief Financial Officer and Principal Accounting Officer
Page 32
101
Interactive data files
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INTER PARFUMS, INC. AND SUBSIDIARIES
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 10th day of May 2021.
INTER PARFUMS, INC.
By:
/s/
Russell Greenberg
Executive
Vice President and
Chief Financial Officer
Page 28
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.