# Interparfums Inc: Form 10-Q for the period ended Sep 30, 2013

- Company: [Interparfums Inc](/companies/ipar.md) (CIK 822663)
- Form: 10-Q
- Filed: 2013-11-06
- Accepted by EDGAR: Nov 6, 2013, 16:19 ET
- Period: 2013-09-30
- Accession: 0001144204-13-059237
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/822663/000114420413059237/v358298_10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/822663/000114420413059237/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2013-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2013-07-01 to 2013-09-30 | $126.8m | us-gaap:SalesRevenueNet |
| Revenue | 9 months, 2013-01-01 to 2013-09-30 | $458.0m | us-gaap:SalesRevenueNet |
| Cost of revenue | 3 months, 2013-07-01 to 2013-09-30 | $56.7m | us-gaap:CostOfGoodsSold |
| Cost of revenue | 9 months, 2013-01-01 to 2013-09-30 | $189.8m | us-gaap:CostOfGoodsSold |
| Gross profit | 3 months, 2013-07-01 to 2013-09-30 | $70.0m | us-gaap:GrossProfit |
| Gross profit | 9 months, 2013-01-01 to 2013-09-30 | $268.3m | us-gaap:GrossProfit |
| Selling, general and administrative | 3 months, 2013-07-01 to 2013-09-30 | $55.4m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 9 months, 2013-01-01 to 2013-09-30 | $178.7m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2013-07-01 to 2013-09-30 | $14.6m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2013-01-01 to 2013-09-30 | $89.5m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2013-07-01 to 2013-09-30 | $354.0k | us-gaap:InterestExpense |
| Interest expense | 9 months, 2013-01-01 to 2013-09-30 | $1.2m | us-gaap:InterestExpense |
| Income tax | 3 months, 2013-07-01 to 2013-09-30 | $5.4m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2013-01-01 to 2013-09-30 | $33.2m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2013-07-01 to 2013-09-30 | $7.9m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2013-01-01 to 2013-09-30 | $43.4m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2013-07-01 to 2013-09-30 | $0.25 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2013-01-01 to 2013-09-30 | $1.40 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2013-07-01 to 2013-09-30 | $0.26 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2013-01-01 to 2013-09-30 | $1.41 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2013-07-01 to 2013-09-30 | 30,986,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2013-01-01 to 2013-09-30 | 30,928,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2013-01-01 to 2013-09-30 | $21.5m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 9 months, 2013-01-01 to 2013-09-30 | $3.7m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 9 months, 2013-01-01 to 2013-09-30 | $9.8m | us-gaap:PaymentsOfDividends |
| Cash and equivalents | at 2013-09-30 | $137.2m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2013-09-30 | $529.8m | us-gaap:AssetsCurrent |
| Total assets | at 2013-09-30 | $664.9m | us-gaap:Assets |
| Current liabilities | at 2013-09-30 | $111.9m | us-gaap:LiabilitiesCurrent |
| Shareholders' equity | at 2013-09-30 | $422.4m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 48,988 characters.

### 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, 2012 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.

### Regulation S-K Item 10(e)

Regulation S-K Item 10(e), “Use of Non-GAAP Financial Measures in commission filings,” prescribes the conditions for use of non-GAAP financial information in commission filings. We believe that our presentation of the non-GAAP financial information included in this Form 10-Q consists of important supplemental measures of operating performance to investors as comparable sales information excluding sales related to a terminated license provides investors with a more accurate picture of current sales trends.

### 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. Prestige cosmetics and prestige skin care products represent approximately 1% of consolidated net sales.

We produce and distribute our European based prestige products primarily under license agreements with brand owners, and European based prestige product sales represented approximately 84% and 88% of net sales for the nine months ended September 30, 2013 and 2012, respectively. We have built a portfolio of prestige brands, which include *Lanvin, Jimmy Choo, Van Cleef & Arpels, Montblanc, Paul Smith, Boucheron, S.T. Dupont, Balmain, Karl Lagerfeld and Repetto*, whose products are distributed in over 100 countries around the world.

### INTER PARFUMS, INC. AND SUBSIDIARIES

Burberry was our most significant license, and sales of Burberry products represented 28% and 45% of net sales for the nine months ended September 30, 2013 and 2012, respectively. (*See* Note 3 “Termination of Burberry License” in notes to consolidated financial statements on page 7 of this Form 10-Q). In addition, we own the Lanvin brand name for our class of trade, and license the Montblanc and Jimmy Choo brand names; sales of products for these three brands represented 14.4%, 13.8% and 12.7% of net sales for the nine months ended September 30, 2013, respectively, as compared to 12.1%, 9.5% and 8.1%, respectively, for the corresponding period of the prior year.

Through our United States operations we also market prestige brand as well as specialty retail fragrance and fragrance related products. United States operations represented 16% and 12% of net sales for the nine months ended September 30, 2013 and 2012, respectively. These fragrance products are sold under trademarks pursuant to license or other agreements with the owners of the *Anna Sui, Alfred Dunhill, Shanghai Tang, Agent Provocateur, Gap, Banana Republic, Brooks Brothers, bebe and Betsey Johnson* brands.

Historically, seasonality has not been a major factor for our Company as quarterly sales fluctuations were more influenced by the timing of new product launches than by the third and fourth quarter holiday season. However, in certain markets where we now sell directly to retailers, seasonality is more evident. We have operated our European distribution subsidiaries in Italy, Germany, Spain and the United Kingdom since 2007, and in January 2011, we commenced operations of our U. S. distribution subsidiary. In addition, our specialty retail product lines sold to U. S. retailers are also concentrated in the second half of the year.

We grow our business in two distinct ways. First, we grow by adding new brands to our portfolio, either through new licenses, other arrangements or out-right acquisitions of brands. Second, we grow through the introduction of new products and supporting new and established products through advertising, merchandising and sampling, as well as phasing out existing products that no longer meet the needs of our consumers. 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.

During the nine months ended September 30, 2013, the economic uncertainty and financial market volatility taking place in certain European countries did not have a significant impact on our business, and at this time we do not believe it will have a significant impact on our business for the foreseeable future. This is due in part to our belief that we are well positioned as a result of our strategy to manage our business effectively and efficiently. However, if the degree of uncertainty or volatility worsens or is prolonged, then there will likely be a negative effect on ongoing consumer confidence, demand and spending and as a result, our business. Currently, we believe general economic and other uncertainties still exist in select markets in which we do business, and we continue to monitor global economic uncertainties and other risks that may affect our business.

### INTER PARFUMS, INC. AND SUBSIDIARIES

Our reported net sales are impacted by changes in foreign currency exchange rates. A weak U.S. dollar has a positive impact on our net sales. However, earnings are negatively affected by a weak dollar because approximately 40% of net sales of our European operations are denominated in U.S. dollars, while all costs of our European operations are incurred in euro. Our Company addresses certain financial exposures through a controlled program of risk management that includes the use of derivative financial instruments. We primarily enter into foreign currency forward exchange contracts to reduce the effects of fluctuating foreign currency exchange rates.

### Recent Important Events

### Burberry

Burberry exercised its option to buy-out the license rights effective December 31, 2012. On October 11, 2012, the Company and Burberry entered into a transition agreement that provided for certain license rights and obligations to continue through March 31, 2013. The Company continued to operate certain aspects of the business for the brand including product development, testing, and distribution. The transition agreement provided for non-exclusivity for manufacturing, a cap on sales of Burberry products, a reduced advertising requirement and no minimum royalty amounts.

The transition agreement provided that Burberry inventories at March 31, 2013 should be less than $20.0 million in the aggregate. Actual Burberry inventory as of March 31, 2013 aggregated approximately $18 million. During the second quarter of 2013, the Company and Burberry reached an agreement regarding inventory and Burberry agreed to purchase $7.8 million of inventory at cost. Remaining inventories were sold off in the ordinary course of business pursuant to our sell-off rights, destroyed or given to Burberry at no charge.

As of September 30, 2013, the $10 million inventory reserve, recorded in December upon recognition of the license termination gain of $198.8 million, was fully consumed by the costs incurred for inventories given to Burberry at no charge, sold below cost and destroyed, together with commercial rebates and free merchandise given to customers over the sell-off period.

Accounts receivables and accounts payables were collected and paid in the ordinary course of business. In addition, Burberry purchased fixed assets for $2.8 million as agreed in the transition agreement.

### Shanghai Tang

In July 2013, the Company created a wholly-owned Hong Kong subsidiary, Inter Parfums USA Hong Kong Limited, which entered into a 12-year exclusive worldwide license to create, produce and distribute perfumes and related products under China’s leading luxury brand, Shanghai Tang. The agreement commenced on July 1, 2013 and is subject to certain minimum sales, advertising expenditures and royalty payments as are customary in our industry. The Company plans to launch its first fragrance under the Shanghai Tang brand in Spring 2014.

### INTER PARFUMS, INC. AND SUBSIDIARIES

### Agent Provocateur

In July 2013, the Company entered into a 10.5-year exclusive worldwide license to create, produce and distribute perfumes and related products under London-based luxury lingerie brand, Agent Provocateur. The agreement commenced on August 1, 2013 and is subject to certain minimum advertising expenditures as is customary in our industry. The Company plans to launch its first fragrance under the Agent Provocateur brand in 2014. In addition, the Company has taken over distribution of selected fragrances within the brand’s current perfume portfolio, and plans to revitalize the Agent Provocateur signature scent.

### Oscar de la Renta

In October 2013, the Company entered into a 12-year exclusive worldwide license to create, produce and distribute perfumes and related products under the Oscar de la Renta brand. The agreement is expected to close on December 2, 2013 and is subject to certain minimum advertising expenditures as is customary in our industry. The Company has agreed to purchase certain inventories and has paid an up-front entry fee of $5.0 million. The Company will take over distribution of fragrances within the brand’s current perfume portfolio, and plans to launch its first fragrance under the Oscar de la Renta brand in 2014.

### Discussion of Critical Accounting Policies

We make estimates and assumptions in the preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ significantly from those estimates under different assumptions and conditions. We believe the following discussion addresses our most critical accounting policies, which are those that are most important to the portrayal of our financial condition and results of operations. These accounting policies generally require our management’s most difficult and subjective judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Management of the Company has discussed the selection of significant accounting policies and the effect of estimates with the Audit Committee of the Board of Directors.

### Revenue Recognition

We sell our products to department stores, perfumeries, specialty retailers, mass-market retailers, supermarkets and domestic and international wholesalers and distributors. Sales of such products by our domestic subsidiaries are denominated in U.S. dollars and sales of such products by our foreign subsidiaries are primarily denominated in either euro or U.S. dollars. We recognize revenues when merchandise is shipped and the risk of loss passes to the customer. Net sales are comprised of gross revenues less returns, trade discounts and allowances.

### INTER PARFUMS, INC. AND SUBSIDIARIES

### Accounts Receivable

Accounts receivable represent payments due to the Company for previously recognized net sales, reduced by allowances for sales returns and doubtful accounts. Accounts receivable balances are written-off against the allowance for doubtful accounts when they become uncollectible. Recoveries of accounts receivable previously recorded against the allowance are recorded in the consolidated statement of income when received. We generally grant credit based upon our analysis of the customer’s financial position as well as previously established buying patterns.

### Sales Returns

Generally, we do not permit customers to return their unsold products. However, commencing in January 2011, we took over U.S. distribution of our European based prestige products and for U.S. based customers we allow customer returns if properly requested, authorized and approved. We regularly review and revise, as deemed necessary, our estimate of reserves for future sales returns based primarily upon historic trends and relevant current data including information provided by retailers regarding their inventory levels. In addition, as necessary, specific accruals may be established for significant future known or anticipated events. The types of known or anticipated events that we have considered, and will continue to consider, include, but are not limited to, the financial condition of our customers, store closings by retailers, changes in the retail environment and our decision to continue to support new and existing products. We record estimated reserves for sales returns as a reduction of sales, cost of sales and accounts receivable. Returned products are recorded as inventories and are valued based upon estimated realizable value. The physical condition and marketability of returned products are the major factors we consider in estimating realizable value. Actual returns, as well as estimated realizable values of returned products, may differ significantly, either favorably or unfavorably, from our estimates, if factors such as economic conditions, inventory levels or competitive conditions differ from our expectations.

### Promotional Allowances

We have various performance-based arrangements with certain retailers. These arrangements primarily allow customers to take deductions against amounts owed to us for product purchases. The costs that we incur for performance-based arrangements, shelf replacement costs and slotting fees are netted against revenues on our Company’s consolidated statement of income. Estimated accruals for promotions and advertising programs are recorded in the period in which the related revenue is recognized. We review and revise the estimated accruals for the projected costs for these promotions. Actual costs incurred may differ significantly, either favorably or unfavorably, from estimates if factors such as the level and success of the retailers’ programs or other conditions differ from our expectations.

### Inventories

Inventories are stated at the lower of cost or market value. Cost is principally determined by the first-in, first-out method. We record adjustments to the cost of inventories based upon our sales forecast and the physical condition of the inventories. These adjustments are estimates, which could vary significantly, either favorably or unfavorably, from actual requirements if future economic conditions or competitive conditions differ from our expectations.

### INTER PARFUMS, INC. AND SUBSIDIARIES

### Equipment and Other Long-Lived Assets

Equipment, which includes tools and molds, is recorded at cost and is depreciated on a straight-line basis over the estimated useful lives of such assets. Changes in circumstances such as technological advances, changes to our business model or changes in our capital spending strategy can result in the actual useful lives differing from our estimates. In those cases where we determine that the useful life of equipment should be shortened, we would depreciate the net book value in excess of the salvage value, over its revised remaining useful life, thereby increasing depreciation expense. Factors such as changes in the planned use of equipment, or market acceptance of products, could result in shortened useful lives.

We evaluate goodwill and indefinite-lived intangible assets for impairment at least annually during the fourth quarter, or more frequently when events occur or circumstances change, such as an unexpected decline in sales, that would more likely than not (i) reduce the carrying value of the reporting unit below its fair value or (ii) indicate that the carrying value of an indefinite-lived intangible asset may not be recoverable. Impairment of goodwill is evaluated using a two-step process. The first step involves a comparison of the estimated fair value of the reporting unit to the carrying value of that unit to determine if there is an indication of impairment. In accordance with ASU 2011-08, the Company has the option of performing a qualitative assessment before calculating the fair value of a reporting unit in the first step of the goodwill impairment test. If the Company determines, on the basis of qualitative factors, that the fair value of a reporting unit is more likely than not less than the carrying amount, the two-step impairment test would be required. Otherwise, further testing would not be needed. If the carrying value of the reporting unit exceeds the fair value of the reporting unit, the second step of the process involves comparison of the implied fair value of goodwill with its carrying value. If the carrying value of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized as an amount equal to the excess.

For indefinite-lived intangible assets, the evaluation requires a comparison of the estimated fair value of the asset to the carrying value of the asset. If the carrying value of an indefinite-lived intangible asset exceeds its fair value, impairment is recorded. To determine fair value of indefinite-lived intangible assets, we use an income approach, including the relief-from-royalty method. This method assumes that, in lieu of ownership, a third party would be willing to pay a royalty in order to obtain the rights to use the comparable asset. The relief-from-royalty calculations require us to make a number of assumptions and estimates concerning future sales levels, market royalty rates, future tax rates and discount rates. We use this method to determine if an impairment charge is required relating to our Nickel brand trademarks.

The following table presents the impact a change in the following significant assumptions would have had on the calculated fair value in 2012 assuming all other assumptions remained constant:

*In thousands*

|  | Change | Increase (decrease) to fair value |
| --- | ---: | ---: |
| Weighted average cost of capital | +10% | $(301) |
| Weighted average cost of capital | -10% | $396 |
| Future sales levels | +10% | $255 |
| Future sales levels | -10% | $(255) |

Page 20

### INTER PARFUMS, INC. AND SUBSIDIARIES

The fair values used in our evaluations are also estimated based upon discounted future cash flow projections using a weighted average cost of capital of 7.6%. The cash flow projections are based upon a number of assumptions, including, future sales levels and future cost of goods and operating expense levels, as well as economic conditions, changes to our business model or changes in consumer acceptance of our products which are more subjective in nature. We believe that the assumptions we have made in projecting future cash flows for the evaluations described above are reasonable. However, if future actual results do not meet our expectations, we may be required to record an impairment charge, the amount of which could be material to our results of operations.

Intangible assets subject to amortization are evaluated for impairment testing whenever events or changes in circumstances indicate that the carrying amount of an amortizable intangible asset may not be recoverable. If impairment indicators exist for an amortizable intangible asset, the undiscounted future cash flows associated with the expected service potential of the asset are compared to the carrying value of the asset. If our projection of undiscounted future cash flows is in excess of the carrying value of the intangible asset, no impairment charge is recorded. If our projection of undiscounted future cash flows is less than the carrying value of the intangible asset, an impairment charge would be recorded to reduce the intangible asset to its fair value. The cash flow projections are based upon a number of assumptions, including future sales levels and future cost of goods and operating expense levels, as well as economic conditions, changes to our business model or changes in consumer acceptance of our products which are more subjective in nature. We believe that the assumptions we have made in projecting future cash flows for the evaluations described above are reasonable and currently no impairment indicators exist for our intangible assets subject to amortization. In those cases where we determine that the useful life of long-lived assets should be shortened, we would depreciate the net book value in excess of the salvage value (after testing for impairment as described above), over the revised remaining useful life of such asset thereby increasing amortization expense.

In determining the useful life of our Lanvin brand names and trademarks, we applied the provisions of ASC topic 350-30-35-3. The only factor that prevented us from determining that the Lanvin brand names and trademarks were indefinite life intangible assets was Item c. “Any legal, regulatory, or contractual provisions that may limit the useful life”. The existence of a repurchase option in 2025 may limit the useful life of the Lanvin brand names and trademarks to the Company. However, this limitation would only take effect if the repurchase option were to be exercised and the repurchase price was paid. If the repurchase option is not exercised, then the Lanvin brand names and trademarks are expected to continue to contribute directly to the future cash flows of our Company and their useful life would be considered to be indefinite.

With respect to the application of ASC topic 350-30-35-8, the Lanvin brand names and trademarks would only have a finite life to our Company if the repurchase option were exercised, and in applying ASC topic 350-30-35-8 we assumed that the repurchase option is exercised. When exercised, Lanvin has an obligation to pay the exercise price and the Company would be required to convey the Lanvin brand names and trademarks back to Lanvin. The exercise price to be received (Residual Value) is well in excess of the carrying value of the Lanvin brand names and trademarks, therefore no amortization is required.

### INTER PARFUMS, INC. AND SUBSIDIARIES

### Derivatives

We account for derivative financial instruments in accordance with ASC topic 815, which establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. This topic also requires the recognition of all derivative instruments as either assets or liabilities on the balance sheet and that they are measured at fair value.

We currently use derivative financial instruments to hedge certain anticipated transactions and interest rates, as well as receivables denominated in foreign currencies. We do not utilize derivatives for trading or speculative purposes. Hedge effectiveness is documented, assessed and monitored by employees who are qualified to make such assessments and monitor the instruments. Variables that are external to us such as social, political and economic risks may have an impact on our hedging program and the results thereof.

### Income Taxes

The Company accounts for income taxes using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in its financial statements or tax returns. The net deferred tax assets assume sufficient future earnings for their realization, as well as the continued application of currently anticipated tax rates. Included in net deferred tax assets is a valuation allowance for deferred tax assets, where management believes it is more-likely-than-not that the deferred tax assets will not be realized in the relevant jurisdiction. If the Company determines that a deferred tax asset will not be realizable, an adjustment to the deferred tax asset will result in a reduction of net earnings at that time. In addition, the Company follows the provisions of uncertain tax positions as addressed in ASC topic 740-10-65-1.

### Results of Operations

### Three and Nine Months Ended September 30, 2013 as Compared to the Three and Nine Months Ended September 30, 2012

*(In millions)*

| Net Sales | Three Months Ended September 30, 2013 | 2012 | % Change | Nine Months Ended September 30, 2013 | 2012 | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| European-based product sales | $98.1 | $148.6 | (34.0)% | $385.9 | $419.4 | (8.0)% |
| United States-based product sales | 28.7 | 17.7 | 62.3% | 72.1 | 57.8 | 24.8% |
|  | $126.8 | $166.3 | (23.8)% | $458.0 | $477.2 | (4.0)% |

Net sales for the three months ended September 30, 2013 decreased 24% to $126.8 million, as compared to $166.3 million for the corresponding period of the prior year. At comparable foreign currency exchange rates, net sales also decreased 24% for the period. Net sales for the nine months ended September 30, 2013 decreased 4% to $458.0 million, as compared to $477.2 million for the corresponding period of the prior year. At comparable foreign currency exchange rates, net sales decreased 5% for the period. Our association with Burberry concluded during the second quarter of 2013. Burberry brand product sales aggregated zero and $130.3 million for the three and nine months ended September 30, 2013, respectively, as compared to $79.1 million and $213.2 million for the corresponding periods of the prior year.

### INTER PARFUMS, INC. AND SUBSIDIARIES

See information regarding Regulation S-K Item 10(e) on page 15 of this Form 10-Q. European based prestige product sales, excluding Burberry brand product sales, increased 41% and 24% for the three and nine months ended September 30, 2013, respectively, as compared to the corresponding periods of the prior year. Our major ongoing brands have performed very well in 2013. Jimmy Choo introduced its second fragrance line, Jimmy Choo *Flash*, which contributed to the 56% and 50% increase in brand sales for the three and nine months ended September 30, 2013, respectively. Sales of Montblanc *Legend* fragrances also performed exceptionally well with three and nine month 2013 brand sales increasing 57% and 40%, respectively. With the continued growth of *Eclat ď Arpège* along with the launch of *Lanvin Me* and the steady performance of the *Jeanne Lanvin* line, Lanvin product sales increased 11% and 14% for the three and nine months ended September 30, 2013, respectively, as compared to the corresponding periods of the prior year.

Future sales within our European operations will be significantly affected as a result of the termination of the Burberry license. However, we are confident in our future. This new situation allows us to strengthen investments supporting all portfolio brands and to accelerate their development. Our expectations reflect our plans to continue to build upon the strength of our brands and worldwide distribution network. While we are not expecting any contribution in 2013 from one of our newest brands, Karl Lagerfeld, as we are in the midst of the product development process, we do expect continued strong performances from the Lanvin, Jimmy Choo, Montblanc and Boucheron brands. The recent launches of the Repetto signature scent, along with *Place Vendôme* from Boucheron have exceeded our expectations and were meaningful contributors to our sales growth during the third quarter. In addition, the Company expects to benefit from its substantial resources to potentially acquire one or more brands, either on a proprietary basis or as a licensee.

With respect to our United States prestige brand and specialty retail products, sales benefited from strong consumer demand and expanded retail distribution for Anna Sui fragrances. Initial sales of Anna Sui fragrances began in 2012 and we expect this brand to gain further momentum following the launch of *La Vie de Bohème* during the third quarter of 2013. Anna Sui fragrance sales aggregated $7.6 million and $20.2 million for the three and nine months ended September 30, 2013, respectively, as compared to $2.4 million and $13.8 million, respectively, for the corresponding periods of the prior year. In April 2013, our U.S. based operations took over the manufacture and distribution of legacy Alfred Dunhill fragrances and brand sales aggregated $5.7 million and $7.9 million for the three and nine months ended September 30, 2013, respectively, providing an incremental contribution to 2013 growth for our U.S. business. Finally we are very excited about our recent agreement with internationally renowned fashion house, Oscar de la Renta, and expect that brand to further enhance the performance of our U.S.-based operations in the coming year.

### INTER PARFUMS, INC. AND SUBSIDIARIES

### Consolidated Net Sales to Customers by Region

(in millions)

|  | Nine months ended September 30, 2013 | 2012 |
| --- | ---: | ---: |
| North America | $121.1 | $129.2 |
| Western Europe | 130.1 | 129.4 |
| Eastern Europe | 42.3 | 37.4 |
| Central and South America | 35.7 | 41.7 |
| Middle East | 37.8 | 47.9 |
| Asia | 83.2 | 86.2 |
| Other | 7.8 | 5.4 |
|  | $458.0 | $477.2 |

*(In millions)*

| Gross margin | Three Months Ended September 30, 2013 | 2012 | Nine Months Ended September 30, 2013 | 2012 |
| --- | ---: | ---: | ---: | ---: |
| Net sales | $126.8 | $166.3 | $458.0 | $477.2 |
| Cost of sales | 56.8 | 65.2 | 189.7 | 181.5 |
| Gross margin | $70.0 | $101.1 | $268.3 | $295.7 |
| Gross margin as a percent of net sales | 55% | 61% | 59% | 62% |

Gross profit margin was 55% and 59% for the three and nine months ended September 30, 2013, respectively, as compared to 61% and 62% for the corresponding periods of the prior year. For European operations, gross profit margin was 58% and 61% for the three and nine months ended September 30, 2013, respectively, as compared to 63% and 64% for the corresponding periods of the prior year. The gross margin decline is directly related to the resolution of the Burberry inventory and the termination of the Burberry license. Although reserves were established and used to cover losses on the disposition of inventory, the sale to Burberry, at cost, resulted in lower gross margin for the nine months ended September 30, 2013. For the three months ended September 30, 2013, the decline in gross margin is the result of the discontinuance of Burberry product sales, which were sold at higher margins than ongoing brand sales. For U.S. operations, gross profit margin was 45% for both the three and nine months ended September 30, 2013, respectively, as compared to 44% and 46% for the corresponding periods of the prior year with product mix accounting for the slight fluctuation.

In addition, we carefully monitor movements in foreign currency exchange rates as approximately 40% of our European based operations net sales are denominated in dollars, while our costs are incurred in euro. From a profit standpoint, a stronger U.S. dollar has a positive effect on our gross margin while a weak dollar has a negative effect. The average dollar/euro exchange rate for the nine months ended September 30, 2013 was 1.32, as compared to 1.28 for the 2012 period. As such, there was only a minor effect on gross margin in 2013 from changes in currency exchange rates.

### INTER PARFUMS, INC. AND SUBSIDIARIES

Generally, we do not bill customers for shipping and handling costs, and such costs, which aggregated $1.5 million and $4.6 million for the three and nine months ended September 30, 2013, respectively, as compared to $2.3 million and $6.2 million for the corresponding periods of the prior year, 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.

*(In millions)*

| Selling, general and administrative expenses | Three Months Ended September 30, 2013 | 2012 | Nine Months Ended September 30, 2013 | 2012 |
| --- | ---: | ---: | ---: | ---: |
| Selling, general and administrative expenses | $55.4 | $79.0 | $178.7 | $229.2 |
| Selling, general and administrative expenses as a percent of net sales | 44% | 48% | 39% | 48% |

Selling, general and administrative expenses decreased 30% and 22% for the three and nine months ended September 30, 2013, respectively, as compared to the corresponding periods of the prior year. Selling, general and administrative expenses were 44% and 39% of net sales for the three and nine months ended September 30, 2013, as compared to 48% for both corresponding periods of the prior year.

Promotion and advertising included in selling, general and administrative expenses aggregated $20.9 million and $58.0 million for the three and nine months ended September 30, 2013, respectively, as compared to $31.2 million and $88.3 million for the corresponding periods of the prior year. Promotion and advertising represented 16% and 13% of net sales for the three and nine months ended September 30, 2013, as compared to 19% and 18% of net sales for the corresponding period of the prior year. In 2013, pursuant to the requirements of the transition agreement with Burberry, advertising requirements were reduced. For the three months ended September 30, 2013, promotional spending on continuing brands aggregated 16% of sales and is expected to increase significantly in the fourth quarter of 2013 as we plan to invest heavily during the holiday period to support new product launches and continued worldwide development of our brand portfolio.

Royalty expense included in selling, general and administrative expenses aggregated $7.9 million and $32.7 million for the three and nine months ended September 30, 2013, respectively, as compared to $14.7 million and $40.7 million for the corresponding periods of the prior year. Royalty expense represented 6.2% and 7.1% of net sales for the three and nine months ended September 30, 2013, as compared to 8.8% and 8.5% of net sales for the corresponding periods of the prior year. In addition, service fees relating to the activities of our distribution subsidiaries aggregated $2.6 million and $12.0 million for the three and nine months ended September 30, 2013, respectively, as compared to $6.5 million and $17.5 million for the corresponding periods of the prior year. The decline in both royalties and service fees are directly related to the termination of the Burberry license.

### INTER PARFUMS, INC. AND SUBSIDIARIES

As a result of the above analysis, income from operations decreased to $14.6 million for the three months ended September 30, 2013, as compared to $22.1 million for the corresponding period of the prior year. Income from operations increased to $89.5 million for the nine month period ended September 30, 2013, as compared to $66.5 million for the corresponding period of the prior year. Operating margins were 11.6% and 19.5% of net sales for the three and nine month periods ended September 30, 2013, respectively, as compared to 13.3% and 13.9% for the corresponding periods of the prior year. Results for the nine months ended September 30, 2013 were influenced by an exceptional first quarter where profits were extraordinarily strong due to a substantial increase in sales, coupled with low promotional expenses. Third quarter results were influenced by lower sales and profitability relating to the termination of the Burberry license. Lower gross margins were partially offset by lower promotional spending. However, as we build our business in this new post Burberry era, we plan on investing in our ongoing brands, and we anticipate higher promotional expense in succeeding periods.

Interest expense aggregated $0.4 million and $1.2 million for the three and nine months ended September 30, 2013, respectively, were unchanged as compared to the corresponding periods of the prior year. We use the credit lines available to us, as needed, to finance our working capital needs. In October 2012, the Company entered into a one year, €20 million short-term credit facility to finance payments required pursuant to the Karl Lagerfeld license. This credit facility was repaid in full as of June 30, 2013.

Interest income aggregated $1.2 million and $3.5 million for the three and nine months ended September 30, 2013, respectively, as compared to $0.1 million and $0.9 million for the corresponding periods of the prior year. Cash and cash equivalents and short-term investments are primarily invested in certificates of deposit.

Our effective income tax rate was 35% and 37% for the three and nine months ended September 30, 2013, respectively, as compared to 35% and 36% for the corresponding periods of the prior year. In 2013, the Company incurred a new tax levied by the French Government equal to 3% on any dividend paid by a French company to its shareholders. This new tax incurred during the second quarter of 2013 aggregated approximately $1.3 million. Excluding this new tax, our effective income tax rate was 35% for the nine months ended September 30, 2013. Our effective tax rates differ from statutory rates due to the effect of state and local taxes and tax rates in foreign jurisdictions.

### INTER PARFUMS, INC. AND SUBSIDIARIES

### Net income and earnings per share

*(In thousands except per share data)*

|  | Three Months Ended September 30, 2013 | 2012 | Nine Months Ended September 30, 2013 | 2012 |
| --- | ---: | ---: | ---: | ---: |
| **Net income European operations** | $7,746 | $12,437 | $52,994 | $37,688 |
| **Net income U.S. operations** | 2,157 | 740 | 4,372 | 3,224 |
| **Net income** | 9,903 | 13,177 | 57,366 | 40,912 |
| Less: Net income attributable to the noncontrolling interest | 2,049 | 3,159 | 14,001 | 9,389 |
| **Net income attributable to Inter Parfums, Inc.** | $7,854 | $10,018 | $43,365 | $31,523 |
| **Earnings per share:** |  |  |  |  |
| **Net income attributable to Inter Parfums, Inc. common shareholders:** |  |  |  |  |
| Basic | $0.26 | $0.33 | $1.41 | $1.03 |
| Diluted | $0.25 | $0.33 | $1.40 | $1.03 |
| **Weighted average number of shares outstanding:** |  |  |  |  |
| Basic | 30,796 | 30,570 | 30,743 | 30,561 |
| Diluted | 30,986 | 30,717 | 30,928 | 30,697 |

Net income decreased to $9.9 million for the three months ended September 30, 2013, as compared to $13.2 million for the corresponding period of the prior year. Net income increased to $57.4 million for the nine months ended September 30, 2013, as compared to $40.9 million for the corresponding period of the prior year.

Net income attributable to the noncontrolling interest comes solely through our European operations and aggregated 26% of net income of European operations for both the three and nine months ended September 30, 2013, respectively, as compared to 25% for both corresponding periods of the prior year. The noncontrolling interest arises 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.

Net income attributable to Inter Parfums, Inc. decreased to $7.9 million for the three months ended September 30, 2013, as compared to $10.0 million for the corresponding period of the prior year. Net income attributable to Inter Parfums, Inc. increased to $43.4 million for the nine months ended September 30, 2013, as compared to $31.5 million for the corresponding period of the prior year.

Diluted earnings per share were $0.25 and $0.33 for the three months ended September 30, 2013 and 2012, respectively, and diluted earnings per share were $1.40 and $1.03 for the nine months ended September 30, 2013 and 2012, respectively.

### INTER PARFUMS, INC. AND SUBSIDIARIES

### Liquidity and Capital Resources

Having received the proceeds in December 2012 from the termination of the Burberry license, our financial position remains strong. At September 30, 2013, working capital aggregated $418 million and we had a working capital ratio of 4.7 to 1. Cash and cash equivalents and short-term investments aggregated $288 million of which $283 million is held in euro by our European operations, which are 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. Approximately 89% of the Company’s total assets are held by European operations. In addition to the cash and cash equivalents and short-term investments referred to above, approximately $106 million of trademarks, licenses and other intangible assets are held by European operations.

As previously disclosed, Burberry exercised its option to buy-out the license rights effective December 31, 2012. On October 11, 2012, the Company and Burberry entered into a transition agreement that provided for certain license rights and obligations to continue through March 31, 2013. The Company continued to operate certain aspects of the business for the brand including product development, testing, and distribution. The transition agreement provided for non-exclusivity for manufacturing, a cap on sales of Burberry products, a reduced advertising requirement and no minimum royalty amounts.

The transition agreement provided that Burberry inventories at March 31, 2013 should be less than $20.0 million in the aggregate. Actual Burberry inventory as of March 31, 2013 aggregated approximately $18 million. During the second quarter of 2013, the Company and Burberry reached an agreement regarding inventory and Burberry agreed to purchase $7.8 million of inventory at cost. Remaining inventories were sold off in the ordinary course of business pursuant to our sell-off rights, destroyed or given to Burberry at no charge.

As of September 30, 2013, the $10 million inventory reserve, recorded in December upon recognition of the license termination gain of $198.8 million, was fully consumed by the costs incurred for inventories given to Burberry at no charge, sold below cost and destroyed, together with commercial rebates and free merchandise given to customers over the sell-off period.

Accounts receivables and accounts payables were collected and paid in the ordinary course of business.

With only limited reorganization measures needed, the Company’s business model is expected to continue to demonstrate its effectiveness. This new situation will allow us to strengthen investments supporting all portfolio brands and to accelerate their development. In addition, the Company will benefit from its substantial resources to potentially acquire one or more brands, either on a proprietary basis or as a licensee. Opportunities for external growth are examined without urgency, 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.

### INTER PARFUMS, INC. AND SUBSIDIARIES

Cash provided by operating activities aggregated $21.5 million and $22.4 million for the nine months ended September 30, 2013 and 2012, respectively. For the nine months ended September 30, 2013, working capital items used $49.9 million in cash from operating activities, as compared to $27.6 million in the 2012 period. The biggest factor contributing to the use of cash during the 2013 period is the payment of taxes relating to the gain on termination of license. The decline in accounts receivable, inventories and payables reflect the wind down associated with the termination of the Burberry license.

Cash flows used in investing activities in 2013 reflect the purchase and sales, in our European operations, of short-term investments aggregating to a net position of $147.1 million. These investments are primarily certificates of deposit with maturities greater than three months. Approximately $39 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. However, on a full year basis, we spend upwards of $4 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 addition, we generated proceeds of approximately $2.8 million from the sale of fixed assets to Burberry.

Our short-term financing requirements are expected to be met by available cash on hand at September 30, 2013, cash generated by operations and a short-term credit line. The principal credit facilities for 2013 consist of a $15.0 million unsecured revolving line of credit provided by a domestic commercial bank. Approximately $50.0 million in credit lines that were provided by a consortium of international financial institutions have been cancelled by the Company as the Company has no current need for such facilities.

In January 2013, our Board of Directors authorized a 50% increase in the annual dividend to $0.48 per share for 2013. The next quarterly dividend of $0.12 per share will be paid on January 15, 2014 to shareholders of record on December 31, 2013. The annual cash dividend for 2013 represents a small part of our cash position and is not expected to have any significant impact on our financial position.

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 nine month period ended September 30, 2013.

### INTER PARFUMS, INC. AND SUBSIDIARIES

### Contractual Obligations

The following table summarizes our contractual obligations as of December 31, 2012 over the periods indicated, as well as our total contractual obligations ($ in thousands).

| Contractual Obligations Long-Term Debt Capital Lease Obligations | Payments due by period Total | Less than 1 year | Years 2-3 | Years 4-5 | More than 5 years |
| --- | ---: | ---: | ---: | ---: | ---: |
| Operating Leases | $30,080 | $4,527 | $7,872 | $7,383 | $10,298 |
| Purchase obligations(1) | $974,670 | $88,704 | $189,695 | $189,101 | $507,170 |
| Other Long-Term Liabilities Reflected on the Registrant's Balance Sheet under GAAP |  |  |  |  |  |
| Total | $1,004,750 | $93,231 | $197,567 | $196,484 | $517,468 |

(1) Consists of purchase commitments for advertising and promotional items, minimum royalty guarantees, including fixed or minimum obligations, and estimates of such obligations subject to variable price provisions. Future advertising commitments were estimated based on planned future sales for the license terms that were in effect at December 31, 2012, without consideration for potential renewal periods and do not reflect the fact that our distributors share our advertising obligations.

## Market risk

As filed, 3,090 characters.

### 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, our French subsidiary, 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.

### 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 September 30, 2013, we had foreign currency contracts in the form of forward exchange contracts in the amount of approximately U.S. $11 million and GB pounds £6.5 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. We entered into an interest rate swap in September 2007 on €22 million of debt, effectively exchanging the variable interest rate of 0.6% above the three month EURIBOR to a fixed rate of 4.42%. As of December 31, 2012, this loan had been paid in full. The derivative instrument had been recorded at fair value and changes in fair value are reflected in the accompanying consolidated statements of income.

## Controls and procedures

As filed, 1,328 characters.

### 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.

### INTER PARFUMS, INC. AND SUBSIDIARIES

### 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.

Filed Nov 6, 2013.
Source: SEC EDGAR, the filing index for accession 0001144204-13-059237. Last ingested by Listed: Nov 4, 2026, 18:31 ET. No prices; not investment advice.