UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(MARK ONE )ONE)

 

Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2019.

Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the quarterly period ended March 31, 2020.

 

OR

 

Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ___________to ________.

☐ 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 York10176
(Address of Principal Executive Offices)          (Zip(Zip Code)

 

(212) 983-2640
(Registrants telephone number, including area code)

 

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 and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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 FilerAccelerated filer ☐
Non-accelerated filer ☐ (Do not check if a smaller reporting company)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.

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $.001 par value per shareIPARThe Nasdaq Stock Market

At May 6, 2019,11, 2020, there were 31,449,06531,531,958 shares of common stock, par value $.001 per share, outstanding.

 

 

 

 

INTER PARFUMS, INC. AND SUBSIDIARIES

 

INDEX

 

 Page Number
  
Part I.Financial Information1
   
Item 1.Financial Statements1
   
 Consolidated Balance Sheets as of March 31, 20192020 and December 31, 201820192
   
 Consolidated Statements of Income for the Three Months Ended March 31, 20192020 and March 31, 201820193
   
 Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 20192020 and March 31, 201820194
   
 Consolidated Statements of Changes in Equity for the Three Months Ended March 31, 20192020 and March 31, 201820195
   
 Consolidated Statements of Cash Flows for the Three Months Ended March 31, 20192020 and March 31, 201820196
   
 Notes to Consolidated Financial Statements7
   
Item 2.Management’sManagement's Discussion and Analysis of Financial Condition and Results of Operations15
   
Item 3.Quantitative and Qualitative Disclosures About Market Risk2326
   
Item 4.Controls and Procedures2427
   
Part II.Other Information2527
   
Item 1A.

Risk Factors 

27
  
Item 6.Exhibits2528
   
Signatures 
Signatures2629

  

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, 20182019 included in our annual report filed on Form 10-K.

 

The results of operations for the three months ended March 31, 20192020 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,
2020
 December 31,
2019
 
ASSETSASSETS     
 

March 31,

2019

  December 31,
2018
 
Current assets:             
Cash and cash equivalents $156,382  $193,136  $142,557  $192,417 
Short-term investments  71,867   67,870   61,539   60,714 
Accounts receivable, net  167,281   136,420   133,640   133,010 
Inventories  165,389   160,978   169,477   167,809 
Receivables, other  1,461   2,112   2,936   2,054 
Other current assets  7,963   8,076   21,630   17,123 
Income taxes receivable  111   810   137   169 
        
Total current assets  570,454   569,402   531,916   573,296 
        
Equipment and leasehold improvements, net  9,443   9,839   11,194   11,107 
        
Right-of-use assets, net  30,230      27,174   28,359 
Trademarks, licenses and other intangible assets, net  199,775   204,325   196,813   201,983 
Deferred tax assets  9,462   9,299   8,285   8,004 
        
Other assets  5,118   6,302   6,050   6,083 
        
Total assets $824,482  $799,167  $781,432  $828,832 
                
LIABILITIES AND EQUITY                
Current liabilities:                
Current portion of long-term debt $23,626  $23,155  $6,555  $12,326 
Current portion of lease liabilities  5,216      4,960   5,356 
Accounts payable – trade  62,934   58,328   46,355   54,098 
Accrued expenses  75,328   92,468   69,343   96,421 
Income taxes payable  8,028   4,396   7,894   5,865 
Dividends payable  8,649   8,630   10,406   10,399 
        
Total current liabilities  183,781   186,977   145,513   184,465 
                
Long–term debt, less current portion  15,971   22,906   9,781   10,734 
        
Lease liabilities, less current portion  25,728      23,849   24,635 
Deferred tax liability  3,236   3,538 
                
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 31,449,065 and 31,382,127 shares at March 31, 2019 and December 31, 2018, respectively  31   31 
Common stock, $.001 par; authorized 100,000,000 shares; outstanding 31,531,958 and 31,513,018 shares at March 31, 2020 and December 31, 2019, respectively  31   31 
Additional paid-in capital  72,103   69,970   73,618   70,664 
Retained earnings  459,329   448,731   473,947   474,637 
Accumulated other comprehensive loss  (40,097)  (33,650)  (48,097)  (39,853)
Treasury stock, at cost, 9,864,805 shares at March 31, 2019 and December 31, 2018  (37,475)  (37,475)
Treasury stock, at cost, 9,864,805 shares at March 31, 2020 and December 31, 2019  (37,475)  (37,475)
        
Total Inter Parfums, Inc. shareholders’ equity  453,891   447,607   462,024   468,004 
        
Noncontrolling interest  141,875   138,139   140,265   140,994 
        
Total equity  595,766   585,746   602,289   608,998 
        
Total liabilities and equity $824,482  $799,167  $781,432  $828,832 

 

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,
 
 Three months ended
March 31,
  2020 2019 
 2019 2018      
          
Net sales $178,242  $171,767  $144,824  $178,242 
                
Cost of sales  68,401   66,138   55,783   68,401 
                
Gross margin  109,841   105,629   89,041   109,841 
                
Selling, general and administrative expenses  76,552   75,231   71,262   76,552 
                
Income from operations  33,289   30,398   17,779   33,289 
                
Other expenses (income):                
Interest expense  626   462   1,001   626 
Loss on foreign currency  151   206 
(Gain) loss on foreign currency  (954)  151 
Interest income  (1,906)  (1,745)  (1,007)  (1,906)
                
  (1,129)  (1,077)  (960)  (1,129)
                
Income before income taxes  34,418   31,475   18,739   34,418 
                
Income taxes  9,440   9,613   5,440   9,440 
                
Net income  24,978   21,862   13,299   24,978 
                
Less: Net income attributable to the noncontrolling interest  6,084   5,953   3,240   6,084 
                
Net income attributable to Inter Parfums, Inc. $18,894  $15,909  $10,059  $18,894 
                
Net income attributable to Inter Parfums, Inc. common shareholders:                
Basic $0.60  $0.51  $0.32  $0.60 
Diluted $0.60  $0.51  $0.32  $0.60 
                
Weighted average number of shares outstanding:                
Basic  31,431   31,267   31,530   31,431 
Diluted  31,679   31,429   31,708   31,679 
                
Dividends declared per share $0.28  $0.21  $0.33  $0.28 

 

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,
 
  2020  2019 
Comprehensive income:      
       
Net income $13,299  $24,978 
         
Other comprehensive income:        
         
Net derivative instrument gain (loss), net of tax  257   (59)
         
Transfer from other comprehensive income into earnings  (52)  (136)
         
Translation adjustments, net of tax  (11,921)  (8,545)
         
Comprehensive income  1,583   16,238 
         
Comprehensive income attributable to the noncontrolling interests:        
         
Net income  3,240   6,084 
         
Other comprehensive income:        
         
Net derivative instrument gain (loss), net of tax  57   (52)
         
Translation adjustments, net of tax  (3,529)  (2,241)
         
Comprehensive income (loss) attributable to the noncontrolling    interests  (232)  3,791 
         
Comprehensive income attributable to Inter Parfums, Inc. $1,815  $12,447 

 

  Three months ended
March 31,
 
  2019  2018 
Comprehensive income:        
         
Net income $24,978  $21,862 
         
Other comprehensive income:        
         
Net derivative instrument loss, net of tax  (59)  (63)
         
Transfer from other comprehensive income into earnings  (136)  (38)
         
Translation adjustments, net of tax  (8,545)  13,243 
         
Comprehensive income  16,238   35,004 
         
Comprehensive income attributable to the noncontrolling interests:        
         
Net income  6,084   5,953 
         
Other comprehensive income:        
         
Net derivative instrument loss, net of tax  (52)  (26)
         
Transfer from other comprehensive income into earnings     (8)
         
Translation adjustments, net of tax  (2,241)  3,770 
         
Comprehensive income attributable to the noncontrolling interests  3,791   9,689 
         
Comprehensive income attributable to Inter Parfums, Inc. $12,447  $25,315 

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,
  Three months ended
March 31,
 
 2019 2018  2020 2019 
          
Common stock, beginning and end of period $31  $31  $31  $31 
                
Additional paid-in capital, beginning of period  69,970   66,004   70,664   69,970 
Shares issued upon exercise of stock options  2,251   1,003   641   2,251 
Share-based compensation  350   281   427   350 
Purchase of subsidiary shares from noncontrolling interest  (468)     
   (468)
Transfer of subsidiary shares purchased  1,886   
 
Additional paid-in capital, end of period  72,103   67,288   73,618   72,103 
                
Retained earnings, beginning of period  448,731   422,570   474,637   448,731 
Net income  18,894   15,909   10,059   18,894 
Dividends  (8,649)  (6,569)  (10,406)  (8,649)
Share-based compensation  353   155 
Share-based compensation (adjustment)  (343)  353 
Retained earnings, end of period  459,329   432,065   473,947   459,329 
                
Accumulated other comprehensive loss, beginning of period  (33,650)  (17,832)  (39,853)  (33,650)
Foreign currency translation adjustment, net of tax  (6,304)  9,473   (8,392)  (6,304)
Transfer from other comprehensive income into earnings  (136)  (30)  (52)  (136)
Net derivative instrument loss, net of tax  (7)  (37)  200   (7)
Accumulated other comprehensive loss, end of period  (40,097)  (8,426)  (48,097)  (40,097)
                
Treasury stock, beginning and end of period  (37,475)  (37,475)  (37,475)  (37,475)
                
Noncontrolling interest, beginning of period  138,139   137,339   140,994   138,139 
Net income  6,084   5,953   3,240   6,084 
Foreign currency translation adjustment, net of tax  (2,241)  3,770   (3,529)  (2,241)
Transfer from other comprehensive income into earnings     (8)
Net derivative instrument loss, net of tax  (52)  (26)  57   (52)
Share-based compensation  321   127 
Share-based compensation (adjustment)  (34)  321 
Purchase of subsidiary shares from noncontrolling interest  (376)     
   (376)
Transfer of subsidiary shares purchased  (139)  
 
Dividends     (362)  (324)  
 
Noncontrolling interest, end of period  141,875   146,793   140,265   141,875 
                
Total equity $595,766  $600,276  $602,289  $595,766 

 

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,
  Three months ended
March 31,
 
 2019 2018  2020 2019 
Cash flows from operating activities:             
Net income $24,978  $21,862  $13,299  $24,978 
Adjustments to reconcile net income to net cash used in operating activities:          

 

   

 

 
Depreciation and amortization  2,150   2,616   2,230   2,150 
Provision for doubtful accounts  38   165   444   38 
Lease expense  196      19   196 
Noncash share-based compensation  955   513   124   955 
Deferred tax benefit  (565)  (258)  (463)  (565)
Change in fair value of derivatives  (294)  215   (170)  (294)
Changes in:                
Accounts receivable  (32,745)  (42,959)  (4,545)  (33,385)
Inventories  (6,698)  (1,178)  (4,702)  (6,698)
Other assets  1,098   (1,200)  (3,545)  1,738 
Accounts payable and accrued expenses  (8,875)  (6,984)  (29,821)  (8,875)
Income taxes, net  5,156   6,552   2,013   5,156 
                
Net cash used in operating activities  (14,606)  (20,656)  (25,117)  (14,606)
                
Cash flows from investing activities:                
Purchases of short-term investments  (22,366)  (9,979)  (2,342)  (22,366)
Proceeds from sale of short-term investments  17,037         17,037 
Purchases of equipment and leasehold improvements  (964)  (580)  (1,254)  (964)
Payment for intangible assets acquired  (53)  (1,352)  (460)  (53)
                
Net cash used in investing activities  (6,346)  (11,911)  (4,056)  (6,346)
                
Cash flows from financing activities:                
Repayment of long-term debt  (5,655)  (6,140)  (6,577)  (5,655)
Proceeds from exercise of options  2,251   1,003   641   2,251 
Dividends paid  (8,630)  (6,561)  (10,399)  (8,630)
Purchase of subsidiary shares from noncontrolling interest  (844)        (844)
Dividends paid to minority interest     (362)  (324)   
                
Net cash used in financing activities  (12,878)  (12,060)  (16,659)  (12,878)
                
Effect of exchange rate changes on cash  (2,924)  5,213   (4,028)  (2,924)
                
Net decrease in cash and cash equivalents  (36,754)  (39,414)  (49,860)  (36,754)
                
Cash and cash equivalents - beginning of period  193,136   208,343   192,417   193,136 
                
Cash and cash equivalents - end of period $156,382  $168,929  $142,557  $156,382 
                
Supplemental disclosure of cash flow information:                
Cash paid for:                
Interest $301  $420  $462  $301 
Income taxes  5,185   5,306   3,706   5,185 

 

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, 2018.2019.

 

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 has disrupted our business operations and caused a significant unfavorable impact on our results of operations.

In response to the COVID-19 pandemic various national, state, and local governments where we, our suppliers, and our customers operate, have issued decrees prohibiting certain businesses from continuing to operate and certain classes of workers from reporting to work. As of the date of this filing, we have implemented travel restrictions, and we are following social distancing practices. In the U.S. and France, we are endeavoring to follow guidance from authorities and health officials including, but not limited to, requiring our personnel to wear masks and other protective clothing as appropriate, and implementing additional cleaning and sanitization routines at our distribution centers as the health and safety of our employees are paramount. Our teams are set up and now work from home and carry on business as efficiently as possible. Those decrees however, have resulted in a shutdown of a majority of retail stores selling fragrance products, a slowdown in air traffic, effecting our travel retail business, and supply chain disruption. Additionally, our distribution facilities have also experienced a short-term suspension of operations for COVID-19 employee health concerns.

The duration and intensity of this global health emergency and its related disruptions are uncertain. We anticipate that retail store closings, the slowdown in air traffic, potential supply chain disruptions and short-term suspensions of activities in our distribution centers will continue to unfavorably impact our business. We also anticipate significant challenges for the remainder of 2020 due to uncertain market conditions. We expect a larger net sales decline in the second quarter of 2020, as many retail stores in our major markets may remain closed for the entire period. In addition, the COVID-19 pandemic has led to high levels of unemployment and deteriorating economic conditions in many of the countries where our products are sold, forcing many consumers to limit discretionary purchases. We believe it is possible that the impact of the COVID-19 pandemic could have a material adverse effect on the results of our operations, financial position and cash flows as of and for the year ending December 31, 2020.

3.Recent Accounting Pronouncements:

 

In August 2017,June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”)Instruments,” as updated in 2019 and 2020, which require a financial asset measured at amortized cost basis to improve accounting for hedging activities.be presented at the net amount expected to be collected. The objective ofnew rules eliminate the ASU is to improve the financial reporting of hedging relationships in order to better portray the economic results ofprobable initial recognition threshold and, instead, reflect an entity’s risk management activities in its financial statements and to make certain targeted improvements to simplify the applicationcurrent estimate of hedge accounting guidance. This ASU isall expected credit losses. The new rules are effective for annualthe Company in the first quarter of 2020 and interim periods beginning after December 15, 2018 and early adoption is permitted. We have evaluated the standard and determined that there has beenwas no material impact on our consolidated financial statements.

In February 2016, the FASB issued an ASU which requires lessees to recognize lease assets and lease liabilities arising from operating leases on the balance sheet. This ASU is effective for annual and interim reporting periods beginning after December 15, 2018. The standard requires entities to recognize a lease liability to cover lease payments and a lease asset representing its right to use the underlying asset for the lease term. The Company has adopted the standard on January 1, 2019 using the modified retrospective method in the year of adoption with certain transition practical expedients with no restatement of prior period amounts. Upon adoption, the Company recognized right-of-use assets of $31.8 million and lease liabilities of $32.4 million and made no adjustments to retained earnings. Adoption of the new standard did not materially impact our consolidated net income and cash flows.

 

There are no other recent accounting pronouncements issued but not yet adopted that would have a material effect on our consolidated financial statements.

 

Page 7

INTER PARFUMS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

3.4.Inventories:

Inventories consist of the following:

 

(In thousands) March 31,
2019
 December 31,
2018
  March 31,
2020
 December 31,
2019
 
Raw materials and component parts $66,725  $67,508  $63,181  $71,895 
Finished goods  98,664   93,470   106,296   95,914 
                
 $165,389  $160,978  $169,477  $167,809 

 

4.5.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, 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 $61,539  $
  $61,539  $
 
Foreign currency forward exchange contracts accounted for using hedge accounting  131   
 
   131   
 
 
Foreign currency forward exchange contracts not accounted for using hedge accounting  140   
   140   
 
                 
  $61,810  $
  $61,810  $
 
Liabilities:                
Interest rate swap $8  $
  $8  $
 

Page 8

 

 

INTER PARFUMS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

 

     Fair Value Measurements at March 31, 2019 
  Total  Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
  Significant Other
Observable
Inputs
(Level 2)
  Significant
Unobservable
Inputs
(Level 3)
 
Assets:            
Short-term investments $71,867  $  $71,867  $ 
Liabilities:                
Interest rate swap $149  $  $149  $ 
Foreign currency forward exchange contracts accounted for using hedge accounting  349       349     
Foreign currency forward  exchange contracts not accounted for using hedge accounting  19      19    
  $517  $  $517  $ 

    Fair Value Measurements at December 31, 2019 
   Quoted Prices in Significant Other Significant 
   Active Markets for Observable Unobservable 
  Fair Value Measurements at December 31, 2018    Identical Assets Inputs Inputs 
 Total Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 Significant Other
Observable
Inputs
(Level 2)
 Significant
Unobservable
Inputs
(Level 3)
  Total  (Level 1)  (Level 2)  (Level 3) 
Assets:                  
Short-term investments $67,870  $  $67,870  $  $60,714  $
  $60,714  $
 
Foreign currency forward exchange contracts accounted for using hedge accounting  179       179       16   
 
   16   
 
 
Foreign currency forward exchange contracts not accounted for using hedge accounting  112   
   112   
 
                
 $68,049  $  $68,049  $  $60,842  $
  $60,842  $
 
Liabilities:                                
Foreign currency forward exchange contracts not accounted for using hedge accounting $45  $  $45  $ 
Interest rate swap  207      207     $30  $
  $30  $
 
 $252  $  $252  $ 

 

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.

 

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INTER PARFUMS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

5.6.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.

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INTER PARFUMS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

 

In connection with a 2015 brand acquisition, $108 million of the purchase price was paid in cash on the closing date and was financed entirely through a 5-year term loan. As the payment at closing was due in dollars and we had planned to finance it with debt in euro, the Company entered into foreign currency forward contracts to secure the exchange rate for the $108 million purchase price at $1.067 per 1 euro. This derivative was designated and qualified as a cash flow hedge.

 

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, 20192020 and 2018.2019. For the three months ended March 31, 20192020 and 2018,2019, interest expense was reduced by a gain of $0.1$0.02 and $0.05 million relating to the interest rate swap.

 

All derivative instruments are reported as either assets or liabilities on the balance sheet measured at fair value. The valuation of interest rate swaps resulted in a liability which is included in long-term debt on the accompanying balance sheets. The valuation of foreign currency forward exchange contracts at March 31, 2019,2020, resulted in a liabilityan asset and is included in accrued expensesother current assets on the accompanying balance sheet.

 

At March 31, 2019,2020, we had foreign currency contracts in the form of forward exchange contracts in the amount of approximately U.S. $26.5$40.0 million, GB £2.1£1.0 million and JPY ¥90.0¥170.0 million which all have maturities of less than one year.

 

6.7.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 and historically has not entered into such 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. Lease expense is recognized by amortizing the amount recorded as an asset on a straight-line basis over the lease term.

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INTER PARFUMS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

 

In determining lease asset value, the Company considers fixed or variable payment terms, prepayments, incentives, maintenance, 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.

 

As of March 31, 2019,2020, the weighted average remaining lease term was 7.76.3 years and the weighted average discount rate used to determine the operating lease liability was 2.9%2.8%. For the three months ended March 31, 2019,Rental expense related to operating leases was $1.8 million operatingfor both periods ending March 31, 2020 and 2019. Operating lease payments included in operating cash flows totaled $1.6 million for both three months ended March 31, 2020 and 2019 and noncash additions to operating lease assets totaled $0.7 million and $31.8 million.

Maturities of lease liabilities subsequent tomillion for the three months ended March 31, 2020 and 2019, are as follows:respectively.

 

2019  $4,789 
2020   5,250 
2021   4,507 
2022   3,978 
2023   3,640 
Thereafter   13,060 
      
    35,224 
 Less imputed interest (based on 2.9% weighted-average discount rate)   (4,280)
   $30,944 

Page 10

 

The Company has additional lease liabilities of $4.2 million which have not yet commenced as of March 31, 2019, and as such, have not been recognized on the Company’s consolidated balance sheet. These leases are expectedINTER PARFUMS, INC. AND SUBSIDIARIES

Notes to commence during the second quarter of 2019 with a terms of five years.Consolidated Financial Statements

 

7.8.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, 2020 and 2019 and 2018 aggregated $0.06$0.08 million and $0.04$0.06 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.

 

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INTER PARFUMS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The following table sets forth information with respect to nonvested options for the three month period ended March 31, 2019:2020:

 

 Number of Shares 

Weighted Average Grant Date Fair Value

  Number of
Shares
 Weighted Average
Grant-Date
Fair Value
 
Nonvested options – beginning of period  485,360  $10.72   514,210  $12.36 
Nonvested options granted  6,000  $14.83   9,000  $12.16 
Nonvested options vested or forfeited  (20,790) $9.31   (10,180) $10.10 
Nonvested options – end of period  470,570  $10.84   513,030  $12.40 

  

Share-based payment expense decreased income before income taxes by $0.96$0.12 million and $0.51$0.96 million for the three months ended March 31, 20192020 and 2018,2019, respectively, and decreased net income attributable to Inter Parfums, Inc. by $0.58$0.18 million and $0.32$0.58 million for the three months ended March 31, 20192020 and 2018.2019.

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INTER PARFUMS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

 

The following table summarizes stock option information as of March 31, 2019:2020:

 

 Shares Weighted Average Exercise Price  Shares Weighted Average Exercise Price 
          
Outstanding at January 1, 2019  776,171  $41.33 
Outstanding at January 1, 2020  815,800  $49.89 
Options granted  6,000   66.46   9,000   69.11 
Options forfeited  (13,440)  43.67   (2,140)  57.03 
Options exercised  (66,938)  33.57   (18,940)  33.82 
                
Outstanding at March 31, 2019  701,793  $42.24 
Outstanding at March 31, 2020  803,720   
$ 50. 46
 
                
Options exercisable  231,223  $31.18   290,690  $35.09 
Options available for future grants  751,655       566,835   
 
 

 

As of March 31, 2019,2020, the weighted average remaining contractual life of options outstanding is 3.853.78 years (2.33(2.38 years for options exercisable); the aggregate intrinsic value of options outstanding and options exercisable is $23.6$5.3 million and $10.3$3.9 million, respectively; and unrecognized compensation cost related to stock options outstanding aggregated $4.6$5.6 million.

 

Cash proceeds, tax benefits and intrinsic value related to stock options exercised during the three months ended March 31, 20192020 and March 31, 20182019 were as follows:

 

(In thousands) March 31,
2019
  March 31,
2018
 
       
Cash proceeds from stock options exercised $2,251  $1,003 
Tax benefits  300   157 
Intrinsic value of stock options exercised  2,226   897 

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INTER PARFUMS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(In thousands) March 31,
2020
  March 31,
2019
 
       
Cash proceeds from stock options exercised $641  $2,251 
Tax benefits     300 
Intrinsic value of stock options exercised  733   2,226 

 

The weighted average fair values of the options granted by Inter Parfums, Inc. during the three months ended March 31, 2020 and 2019 were $12.16 and 2018 were $14.83 and $10.72 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, 20192020 and 20182019 are set forth in the following table:

 

 March 31,
2019
 March 31,
2018
  March 31,
2020
 March 31,
2019
 
          
Weighted average expected stock-price volatility  27%  28%  25%  27%
Weighted average expected option life  5 years   5 years   5 years   5 years 
Weighted average risk-free interest rate  2.5%  2.5%  1.4%  2.5%
Weighted average dividend yield  2.0%  2.0%  2.5%  2.0%

 

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.

 

Page 12

INTER PARFUMS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

In September 2016,December 2018, Interparfums SA, our 73% owned French subsidiary, approved a plan to grant an aggregate of 15,100 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 September 2019 so long as the individual is employed by Interparfums SA at the time, and in the case of officers and managers, only to the extent that the performance conditions have been met. Once distributed, the shares will be unrestricted and the employees will be permitted to trade their shares.

The fair value of the grant of €18.56 per share (approximately $22.00 per share) has been determined based on the quoted share price of Interparfums SA shares as reported by the NYSE Euronext on the date of grant. The estimated number of shares to be distributed of 157,324 has been determined taking into account employee turnover and has been adjusted for stock splits. The aggregate cost of the grant of approximately $3.4 million is being recognized as compensation cost by Interparfums SA on a straight-line basis over the requisite three year service period

To avoid dilution of the Company’s ownership of Interparfums SA, all shares to be distributed pursuant to this plan will be pre-existing shares of Interparfums SA, purchased in the open market by Interparfums SA. In 2016 and 2018, a total of 150,000 shares had been acquired at an aggregate cost of $3.7 million. During the three months ended March 31, 2019, an additional 7,324 shares were acquired at an aggregate cost of $0.3 million. All share purchases have been classified as equity transactions on the accompanying balance sheet.

In December 2018, Interparfums SA approved an additional 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 20222022. 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 will followoperating results resulting from the same guidelines asCOVID-19 pandemic, the September 2016 plan.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. Employee turnover was also taken into account in the calculation.

 

The fair value of the grant of €30.20 per share (approximately $34.00 per share) hashad been determined based on the quoted stock price of Interparfums SA shares as reported by the NYSE Euronext on the date of grant. The estimated number of shares to be distributed of 135,331 has been determined taking into account employee turnover. The aggregateoriginal cost of the grant ofwas approximately $4.9$4.4 million, will be recognized as compensation cost by

Interparfums SA onand the March 2020 revaluation resulted in a straight-line basis over the requisite three and a half year service period.

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INTER PARFUMS, INC. AND SUBSIDIARIES

Similar to the September 2016 plan, in order to avoid dilutionreduction of the Company’s ownershipcost, to approximately $2.5 million. As a result, a $0.3 million reduction of Interparfums SA, all shares to be distributed pursuant to this plan will be pre-existing shares of Interparfums SA, purchased in the open market by Interparfums SA. Duringcost, net, was recorded for the three months ended March 31, 2019, the Company acquired 14,276 shares at an aggregate cost of $0.6 million. All share purchases have been classified as equity transactions on the accompanying balance sheet.

For the three months ended March 31, 2019, $0.5 million of compensation cost has been recognized in connection with these plans.2020.

 

8.9.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 earnings attributable to Inter Parfums, Inc. by the weighted average number of shares outstanding. Net earnings 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  Three months ended 
(In thousands, except per share data) March 31,  March 31, 
 2019  2018  2020  2019 
Numerator:          
Net income attributable to Inter Parfums, Inc. $18,894  $15,909  $10,059  $18,894 
        
Denominator:                
Weighted average shares  31,431   31,267   31,530   31,431 
Effect of dilutive securities:                
Stock options  248   162   178   248 
Denominator for diluted earnings per share  31,679   31,429   31,708   31,679 
                
Earnings per share:                
Net income attributable to Inter Parfums, Inc. common shareholders:        
Net income attributable to Inter Parfums, Inc.        
common shareholders:        
Basic $0.60  $0.51  $0.32  $0.60 
Diluted  0.60   0.51   0.32   0.60 

Page 13

INTER PARFUMS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

 

Not included in the above computations is the effect of antidilutive potential common shares which consist of outstanding options to purchase 0.37 and 0.18 million shares of common stock for both the three months ended March 31, 2020 and 2019, and 2018.respectively.

 

9.10.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. European operations primarily represent the sale of prestige brand name fragrances and United States operations primarily represent the sale of prestige brand name and specialty retail fragrance.

 

Page 13 

INTER PARFUMS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Information on our operations by geographical areas is as follows:

 

(In thousands)

 Three months ended
March 31,
  Three months ended
March 31,
 
 

2019

 

2018

  2020 2019 
Net sales:             
United States $35,616  $22,859  $31,618  $35,616 
Europe  143,767   149,514   114,123   143,767 
Eliminations  (1,141)  (606)  (917)  (1,141)
 $178,242  $171,767  $144,824  $178,242 
                
Net income attributable to Inter Parfums, Inc.:                
United States $2,887  $270  $1,606  $2,887 
Europe  16,007   15,639   8,453   16,007 
 $18,894  $15,909  $10,059  $18,894 
 
 March 31,
2019
 December 31,
2018
 
Total Assets:        
United States $152,714  $133,406 
Europe  692,120   686,123 
Eliminations of investment in subsidiary  (20,352)  (20,362)
 $824,482  $799,167 

 

  March 31,
2020
  December 31,
2019
 
Total Assets:        
United States $148,547  $166,180 
Europe  646,984   670,657 
Eliminations of investment in subsidiary  (14,099)  (8,005)
  $781,432  $828,832 

11.Recent Agreements:

S.T. Dupont

In January 2020, we renewed our license agreement with S.T. Dupont for the creation, development and distribution of fragrance products through December 31, 2020, without any material changes in terms and conditions. Our initial 11-year license agreement with S.T. Dupont was signed in June 1997, and had previously been extended through December 31, 2019. The agreement will be extended annually in September of each year upon mutual consent.

12.Reclassifications:

Certain prior year’s amounts in the accompanying consolidated balance sheet and 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”"anticipate," "believe," "could," "estimate," "expect," "intend," "may," "should," "will" and “would”"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”"Risk Factors" in Inter Parfums’Parfums' annual report on Form 10-K for the fiscal year ended December 31, 20182019 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 81%79% and 87%81% of net sales for the three months ended March 31, 20192020 and 2018,2019, respectively. We have built a portfolio of prestige brands, which includeBoucheron, Coach, Jimmy Choo, Karl Lagerfeld, Kate Spade New York, Lanvin, Montblanc, Paul Smith, Repetto, Rochas, S.T. DupontandVan Cleef & Arpels, whose products are distributed in over 100120 countries around the world.

 

Through our United States operations, we also market fragrance and fragrance related products. United States operations represented 19%21% and 13%19% of net sales for the three months ended March 31, 20192020 and 2018,2019, respectively. These fragrance products are sold or to be sold primarily pursuant to license or other agreements with the owners of theAbercrombie & Fitch, Agent Provocateur, Anna Sui, bebe, Dunhill, French Connection, Graff, GUESS, Hollister, Lily AldridgeMCM andOscar de la Rentabrands.

 

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 CoachGUESS brand names and own the Lanvin brand name for our class of trade.names. As a percentage of net sales, product sales for the Company’s largest brands were as follows:

 

 

Three Months Ended

March 31,

  Three Months Ended
March 31,
 
 2019  2018  2020  2019 
          
Montblanc.  26%  24%  21%  26%
Coach.  20%  17%
Jimmy Choo.  17%  14%  15%  12%
Coach.  12%  16%
Lanvin.  9%  11%
GUESS.  11%  9%

 

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.

We believe general economic and other uncertainties exist in select markets in which we do business, and we monitor these uncertainties and other risks that may affect our business.

 

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 over 45% 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. Our Company addressesWe address certain financial exposures through a controlled program of risk management that includes the use of derivative financial instruments. Weinstruments and primarily enter into foreign currency forward exchange contracts to reduce the effects of fluctuating foreign currency exchange rates. We continue to carefully monitor currency trends in the United Kingdom as a result of the volatility created from the United Kingdom’s decision to exit the European Union. We have evaluated our pricing models and we do not expect any significant pricing changes. However, if the devaluation of the British Pound worsens, it may affect future gross profit margins from sales in the territory.

 

Page 16

 

 

INTER PARFUMS, INC. AND SUBSIDIARIESImpact of COVID-19 Pandemic and the Resulting Changes to our 2020 Financial Outlook

 

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 has disrupted our business operations and caused a significant unfavorable impact on our results of operations.

In response to the COVID-19 pandemic various national, state, and local governments where we, our suppliers, and our customers operate have issued decrees prohibiting certain businesses from continuing to operate and certain classes of workers from reporting to work. As of the date of this filing, we have implemented travel restrictions; and we are following social distancing practices. In the U.S. and France, we are endeavoring to follow guidance from authorities and health officials including, but not limited to, requiring our personnel to wear masks and other protective clothing as appropriate, and implementing additional cleaning and sanitization routines at our distribution centers as the health and safety of our employees is paramount. Our teams are set up and now work from home and carry on business as efficiently as possible. Those decrees however, have resulted in a shutdown of a majority of retail stores selling fragrance products, a slowdown in air traffic, effecting our travel retail business, and supply chain disruption. Additionally, our distribution facilities have also experienced a short-term suspension of operations for COVID-19 employee health concerns.

The effects of the COVID-19 pandemic on the beauty industry began in early March 2020. Retail store closings, event cancellations and the slowdown of air travel brought our sales to a virtual standstill. Customer orders were cancelled and shipping activities were minimal. As a result, we estimate that approximately $34 million ($28 million for our European operations and $6 million for our U.S operations) in sales were lost in the three months ended March 31, 2020 as compared to our initial expectations. Furthermore, due to the sudden nature of the shutdown, advertising and promotional programs in the period were well underway and could not be curtailed in time. As a result, advertising and promotional expenses aggregated $28.5 million or 19.7% of net sales for the three months ended March 31, 2020, as compared to $27.3 million or 15.4% for the corresponding period of the prior year.

The duration and intensity of this global health emergency and its related disruptions are uncertain. We anticipate that retail store closings, the slowdown in air traffic, potential supply chain disruptions and short-term suspensions of activities in our distribution centers will continue to unfavorably impact our business. We also anticipate significant challenges for the remainder of 2020 due to uncertain market conditions. We expect a larger net sales decline in the second quarter of 2020, as many retail stores in our major markets may remain closed for the entire period. In addition, the COVID-19 pandemic has led to high levels of unemployment and deteriorating economic conditions in many of the countries where our products are sold, forcing many consumers to limit discretionary purchases. We believe it is possible that the impact of the COVID-19 pandemic could have a material adverse effect on the results of our operations, financial position and cash flows as of and for the year ended December 31, 2020. Accordingly, we have withdrawn our 2020 guidance on net sales and earnings and cannot issue new guidance until we gain greater visibility.

Operationally, we are preparing for increased demand in the post-COVID-19 environment, with business in Asia already showing signs of a comeback. We have seen a resumption of more normalized sales levels in South Korea and China, with internet sales especially strong. We are gearing up to be prepared to rapidly fill the distribution channels once the crisis is behind us. 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. We do not anticipate any material impairment of trademarks, licenses and other intangible assets.

Page 17

Our conservative financial tradition has enabled us to amass hefty cash balances and nominal long-term debt. As of March 31, 2020 we had $204 million in cash, cash equivalents and short-term investments, only $9.8 million of long-term debt. We also have $47 million available in untapped credit facilities. Nonetheless, we have taken several actions to minimize expenses and protect cash flow. Our operating cost structure, of which variable costs historically accounts for over two-thirds of net sales, should enable us to minimize the impact of reduced net sales on our bottom line. In that regard, we have postponed the launch of several programs originally scheduled for this year until 2021 and moved related advertising and promotion expenses to 2021 as well. That includes our planned launches for the Kate Spade New York, Jimmy Choo, Anna Sui and GUESS brands. We have also taken several actions with an eye toward minimizing fixed expenses. While we have not terminated or furloughed any employees, we have instituted a hiring freeze and plan on significantly cutting bonuses and other expenses for 2020 in an effort to keep fixed expenses under $25 million per quarter. We have also temporarily suspended our quarterly cash dividend. While these actions are expected to have a favorable impact on the Company’s fixed expenditures and cash flow, our cash and credit management teams, together with our executive management teams are paying particular attention to the management of working capital. As a result of the above, we do not anticipate any short-term liquidity problems, nor do we anticipate any material credit losses.

Recent Important Events

 

Lily Aldridge LicenseS.T. Dupont

In January 2020, we renewed our license agreement with S.T. Dupont for the creation, development and distribution of fragrance products through December 31, 2020, without any material changes in terms and conditions. Our initial 11-year license agreement with S.T. Dupont was signed in June 1997, and had previously been extended through December 31, 2019. The agreement will be extended annually in September of each year upon mutual consent.

Abercrombie & Fitch and Hollister

In November 2019, we extended our license for both the Abercrombie & Fitch and Hollister brands until December 31, 2022, and added automatic renewals unless terminated on 3 years’ notice.

MCM

In September 2018, Interstellar Brands LLC, a wholly-owned subsidiary of the Company, announced the development of a new fragrance line in collaboration with supermodel Lily Aldridge. The license agreement with Lily Aldridge runs through December 31, 2023, and is subject to royalty payments as are customary in our industry. This deal marks the beginning of a strategic partnership between Interstellar and IMG Models, which manages Lily Aldridge, to develop direct-to-consumer e-commerce fragrance and beauty businesses for IMG Models’ diverse and dynamic client base. Our initial fragrance product launch, a multi-scent collection, is planned for September 2019.

Graff License

In April 2018, the Company2019, we entered into an exclusive, 8-year10-year worldwide license agreement with London-based GraffGerman luxury fashion house MCM for the creation, development and distribution of fragrances under the GraffMCM brand. Our rights under such license agreement are subject to certain advertising expenditures and royalty payments as are customary in our industry. Initial product development includes a multi-scent collection planned for a late 2019 or early 2020 launch. Additionally, we are exploring opportunities for luxury travel amenities, including five star hotels.

GUESS License

In February 2018, the Company entered into an exclusive, 15-year worldwide license agreement with GUESS?, Inc. for the creation, development and distribution of fragrances under the GUESS brand. This license took effect on April 1, 2018, and our rights under such license are subject to certain minimum advertising expenditures and royalty payments as are customary in our industry.

Page 18

Oscar de la Renta

In 2018, our sales efforts were focused on existing fragrances; inSeptember 2019, we plan to add several flankers to existing productextended our license through December 31, 2031, and added an additional five-year extension option through December 31, 2036. The original license agreement, signed in 2020, an entirely new fragrance line is scheduled for launch.October 2013, would have expired on December 31, 2025.

 

Kate Spade New York

In June 2019, we entered into an exclusive 11-year worldwide license agreement with Kate Spade New York for the creation, development and distribution of fragrances under the Kate Spade brand. Our rights under such license are subject to certain minimum advertising expenditures and royalty payments as are customary in our industry.

Discussion of Critical Accounting Policies

 

Information regarding our critical accounting policies can be found in our 20182019 Annual Report on Form 10-K filed with the SEC.

 

Page 17 

INTER PARFUMS, INC. AND SUBSIDIARIES 

Results of Operations

 

Three Months Ended March 31, 20192020 as Compared to the Three Months Ended March 31, 20182019

 

Net Sales 

Three months ended March 31,

  Three months ended
March 31,
 
(in millions) 

2019

 

% Change

 

2018

  2020  % Change  2019 
      
European based product sales $143.7   (3.8%) $149.5  $114.1   (20.6)% $143.7 
United States based product sales  34.5   54.8%  22.3   30.7   (10.9)%  34.5 
            

Total net sales

 $178.2   3.8% $171.8  $144.8   (18.7)% $178.2 

 

Net sales for the three months ended March 31, 2019 increased 3.8%2020 declined 18.7% to $178.2$144.8 million, as compared to $171.8$178.2 million for the corresponding period of the prior year. At comparable foreign currency exchange rates, net sales increased 7.4%declined 17.8%. For the 20192020 first quarter, the average U.S. dollar/euro exchange rate was 1.141.10 as compared to 1.231.14 in the first quarter of 2018.2019.

 

European based product sales decreased 3.8%20.6% to $143.7$114.1 million for the three months ended March 31, 2019,2020, as compared to $149.5$143.7 million for the corresponding period of the prior year. At comparable foreign currency exchange rates, net sales were relatively unchanged.declined 19.5%. The successful launch of MontblancCoach ExplorerDreams was the catalyst behind the brand’s 9.9% sales gain and is expected to continue to contribute to sales growthearly in the second quarter. Foryear spurred the 35.9% increase in Coach brand sales. Comparable quarter sales declined for our other major brands following the closure of virtually all points of sale throughout the world due to the global COVID-19 pandemic. In addition, for certain major brands like Montblanc and Jimmy Choo, the 9.9% and 25.7% increaserespective increases in comparablebrand sales for the 2019 first quarter established a high benchmark in 2020. Net sales reflectsfor the recent launchMontblanc and Jimmy Choo brands declined 33.4% and 28.3% for the three months ended March 31, 2020, respectively, as compared to the corresponding period of the Jimmy ChooFloral line and the continued popularity of the brand’s entire suite of fragrances, including Jimmy ChooMan Blue and Jimmy ChooFever, which debuted last year in April and September, respectively. Coach, our third largest brand, saw a 22.3% drop in net sales, but factoring in last year’s 242.1% increase in first quarter brand sales, fueled in part by the launch of CoachFloral, the current quarter decline is understandable. Our distributors are awaiting the imminent release of Lanvin’sA Girl in Capri, which is expected to reverse the 18.9% decrease in first quarter Lanvin brand sales. While we have brand extensions and flankers unveiling for most of our European brands throughout the year, the next major launch is planned for the fall, and that is a new men’s fragrance pillar for Jimmy Choo.prior year.

 

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United States based product sales increased 54.8%decreased 10.9% to $34.5$30.7 million for the three months ended March 31, 2019,2020, as compared to $22.3$34.5 million for the corresponding period of the prior year. The inclusionAs with our European operations, comparable quarter sales declined for most brands within our U.S. operations following the closure of virtually all points of sale throughout the world due to the global COVID-19 pandemic. Offsetting the decline, GUESS legacy scents was far and away the primary contributor to the 54.8%brand extensions launched in 2019 drove a 28.9% increase in first quarter net sales, as GUESS brand sales began duringfor the period.

We anticipate that the effects of the COVID-19 pandemic will continue to unfavorably impact our business. We also anticipate significant challenges for the remainder of 2020 due to uncertain market conditions. We expect a larger net sales decline in the second quarter of 2018. While2020, as many retail stores in our major markets may remain closed for the entire period. In that regard, we have postponed the launch of several programs originally scheduled for this year until 2021 and moved related advertising and promotion expenses to 2021 as well. That includes our planned launches for the Kate Spade New York, Jimmy Choo, Anna Sui fragranceand GUESS brands.

Net Sales to Customers by Region Three months ended
March 31,
 
(in millions) 2020  2019 
       
North America $46.5  $47.2 
Western Europe  41.5   46.8 
Asia  20.6   32.8 
Middle East  14.4   25.5 
Central and South America  10.9   13.3 
Eastern Europe  7.1   9.0 
Other  3.8   3.6 
  $144.8  $178.2 

With respect to performances by region, shelter in place measures and store closings decreed by various governments weighed on net sales. The impact was most severe in the Middle East and Asia, where net sales approximated those of last year’s first quarter, Oscar de la Renta enjoyed an increase in sales due in partdeclined 44% and 37% for the three months ended March 31, 2020, respectively, compared to the introductioncorresponding period ofBella Rosa, building upon last year’s launch ofBella Blanca. We have several major launches ahead of us, includingAuthentic by Abercrombie & Fitch the prior year. In North America andMermaid by Anna Sui, plus brand extensions Western Europe, where shelter in place and store closings were implemented later, sales declined 1% and 11% for the GUESS1981 andSeductive collections. Finally, our new initiatives are progressing, with initial Lily Aldridge fragrances making their e-commerce debut later this year, and our ultra-deluxe Graff scents unveiling late this year or early nextthree months ended March 31, 2020, respectively, compared to the corresponding period of the prior year.

 

Page 18 

Gross Profit Margin Three months ended
March 31,
 
(in millions) 2020  2019 
       
Net sales $144.8  $178.2 
Cost of sales  55.8   68.4 
Gross margin $89.0  $109.8 
         
Gross margin as a % of net sales  61.5%  61.6%

 

INTER PARFUMS, INC. AND SUBSIDIARIES

Net Sales to Customers by Region 

Three months ended

March 31,

 
(in millions) 2019  2018 
       
North America $47.2  $43.5 
Western Europe  46.8   41.6 
Asia  32.8   36.2 
Middle East  25.5   20.7 
Central and South America  13.3   15.9 
Eastern Europe  9.0   11.0 
Other  3.6   2.9 
  $178.2  $171.8 

Sustained growth in the major markets of North America, Western Europe and Middle East was the result of increased product sales from the Montblanc, Jimmy Choo and Boucheron brands. The decrease in Asia is primarily the result of the decline in Lanvin brand sales.

Gross Profit Margin  Three months ended
March 31,
 
(in millions) 2019  2018 
       
Net sales $178.2  $171.7 
Cost of sales  68.4   66.1 
Gross margin $109.8  $105.6 
         
Gross margin as a % of net sales  61.6%  61.5%

Gross profit margin was 61.6%61.5% of net sales for the three months ended March 31, 2019,2020, as compared to 61.5%61.6% for the corresponding period of the prior year. For European operations, gross profit margin was 63.2%63.9% and 63.0%63.2% in the first quarters of 20192020 and 2018,2019, respectively. We carefully monitor movements in foreign currency exchange rates as over 45% 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. The stronger dollar in 20192020 resulted in a benefit to our gross margin during the three months ended March 31, 2019. However, our new MontblancExplorer product line, which was designed by some of the most highly sought after designers, has a greater than typical cost of sales, which offset much of the benefit of the stronger dollar.2020.

Page 20

 

For U.S. operations, gross profit margin was 55.1%52.6% and 51.4%55.1% in the first quarters of 2020 and 2019, respectively. The decline in gross profit margin is primarily the result of product sales mix. Anna Sui products, which are primarily sold in Asia and 2018, respectively. Sales growth forgenerate some of our United States operations has primarily come from increased saleshighest gross margins, were down significantly in the first quarter of higher margin prestige products under license.2020, as compared to the corresponding period of the prior year.

 

Generally, we do not bill customers for shipping and handling costs and such costs, which aggregated $1.6 million for both the three months ended March 31, 20192020 and 2018,2019, 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.

 

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INTER PARFUMS, INC. AND SUBSIDIARIES

Selling, General and Administrative Expenses Three months ended
March 31,
  Three months ended
March 31,
 
(in millions) 2019  2018  2020  2019 
          
Selling, general and administrative expenses $76.5  $75.2  $71.3  $76.5 

Selling, general and administrative expenses as a % of net sales

  42.9%  43.8%  49.2%  42.9%

 

Selling, general and administrative expenses increased 1.8%decreased 6.9% for the three months ended March 31, 2019,2020, as compared to the corresponding period of the prior year. However, as a percentage of sales, selling, general and administrative expenses were 42.9%49.2% and 43.8%42.9% for the three months ended March 31, 20192020 and 2018,2019, respectively. For European operations, with sales down 3.8%20.6%, selling, general and administrative expenses declined 4.4%6.4% in 2019,2020, as compared to 20182019 and represented 50.1% of sales in 2020, as compared to 42.5% of sales in 2019, as compared to 42.8% of sales in 2018.2019. For U.S. operations, with sales up 54.8%down 10.9%, selling, general and administrative expenses increased 36.5%decreased 8.8% in 2019,2020, as compared to 20182019 and represented 44.7%45.8% and 50.8%44.7% of sales in 2020 and 2019, respectively. At the time of retail store closings our advertising and 2018, respectively. Improved quarterly sales comparisons are expected to provide further leverage of our selling, general and administrative expenses.

promotional programs were well underway. Promotion and advertising included in selling, general and administrative expenses aggregated approximately $28.5 million (19.7% of net sales) for the 2020 period, as compared to $27.4 million (15.4% of net sales) for the 2019 period. In addition, our entire operational budgets in Europe and the United States for this period as compared to $26.9 million (15.6% of net sales) forwere based on our originally projected sales levels.

Once the 2018 period. We continue toCOVID-19 pandemic recedes, we will once again invest heavily in promotional spending to support new product launches and buildingto build brand awareness. We havehad significant promotion and advertising programs underwayplanned for 2019,2020. However, we have postponed the launch of several programs originally scheduled for this year until 2021 and, anticipate that on a full year basis,where possible, we also moved those related advertising and promotion and advertising expenditure will aggregate approximately 21% of 2019 net sales, which is in line with that of the past two years.expenses to 2021 as well.

 

Royalty expense included in selling, general and administrative expenses aggregated $13.0$11.3 million for the 20192020 period, as compared to $11.8$13.0 million in 20182019 and represented 7.3%7.8% and 6.9%7.3% of net sales in 20192020 and 2018,2019, respectively. The increase in 2019,2020, as a percentage of sales, is directly related to new licenses and increased royalty based product sales.

 

As a result of the above analysis regarding sales, margins and selling, general and administrative expenses, income from operations increased 9.5%decreased 46.6% to $33.3$17.8 million for the three months ended March 31, 2019,2020, as compared to $30.4$33.3 million for the corresponding period of the prior year. Operating margins were 18.7%12.3% of net sales in the current period as compared to 17.7%18.7% for the corresponding period of the prior year.

 

Page 21

Other Income and Expense

 

Interest expense aggregated $0.6$1.0 million and $0.5$0.6 million for the three months ended March 31, 20192020 and 2018,2019, respectively. Interest expense is primarily related to the financing of brand and licensing acquisitions and in 2019, is incurred in connection with lease liabilities.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.

 

Foreign currency lossesgains (losses) aggregated $0.2$1.0 million and $(0.2) million for both the three months ended March 31, 2020 and 2019, and 2018.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. Over 45% of net sales of our European operations are denominated in U.S. dollars.

 

Page 20 

INTER PARFUMS, INC. AND SUBSIDIARIES

Interest income aggregated $1.9$1.0 million and $1.7$1.9 million for the three months ended March 31, 20192020 and 2018,2019, 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 27.4%29.0% and 30.5%27.4% for the three months ended March 31, 20192020 and 2018,2019, respectively. Pursuant to an action plan released by the French Prime Minister, the French corporate income tax rate is expected to be cut from 33% to 25% over a five-yearthree-year period beginning in 2018.2020. Our effective tax rate for European operations was 29%30% and 31%29% for the three months ended March 31, 20192020 and 2018,2019, respectively.

 

In December 2017, the U.S. government passed the Tax Cuts and Jobs Act (“the Tax Act”). The Tax Act makes broad and complex changes to the U.S. tax code, including, but not limited to reducing the U.S. federal corporateOur effective tax rate from 35% to 21% beginning in 2018. The Tax Act also established a new provision designed to tax global intangible low-taxed income (“GILTI”) as well as a provision that allows a domestic corporation an immediate deduction for a portion of its foreign derived intangible income (“FDII”).

The decrease in our effective rate for the 2019 period is also related to increased profits from our United States subsidiariesU.S. operations was 20.9% for the three months ended March 31, 2019,2020, as compared to 12.1% 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. There was no benefit from the exercise of stock options for the three months ended March 31, 2020 as compared to a benefit of $0.3 million in the 2019 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 recently 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 recover taxes already paid to the Swiss authorities, and excluding interest.

Page 22

 

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

(in thousands except per share data)

 Three months ended
March 31,
 
  2019  2018 
       
Net income attributable to European operations $22,091  $21,592 
Net income attributable to United States operations  2,887   270 
Net income  24,978   21,862 
Less: Net income attributable to the noncontrolling interest  6,084   5,953 
         
Net income attributable to Inter Parfums, Inc. $18,894  $15,909 
         
Net income attributable to Inter Parfums, Inc. common shareholders:        
Basic $0.60  $0.51 
Diluted $0.60  $0.51 
         
Weighted average number of shares outstanding:        
Basic  31,431   31,267 
Diluted  31,679   31,429 

 

Page 21 

INTER PARFUMS, INC. AND SUBSIDIARIES

Net Income and Earnings per Share

(in thousands except per share data)

 Three months ended
March 31,
 
  2020  2019 
       
Net income attributable to European operations $11,693  $22,091 
Net income attributable to United States operations  1,606   2,887 
Net income  13,299   24,978 
Less: Net income attributable to the noncontrolling interest  3,240   6,084 
         
Net income attributable to Inter Parfums, Inc. $10,059  $18,894 
         
Net income attributable to Inter Parfums, Inc. common shareholders:        
Basic $0.32  $0.60 
Diluted $0.32  $0.60 
         
Weighted average number of shares outstanding:        
Basic  31,530   31,431 
Diluted  31,708   31,679 

 

Net income increased 14.3%decreased 46.8% to $25.0$13.3 million for the three months ended March 31, 2019,2020, as compared to $21.9$25.0 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, most of which was caused by the effects of the COVID-19 pandemic and effective tax rates. As discussed above, a slight increase in gross margin within our European operations was supplemented by increased leverage in selling, general and administrative expenses that offset the 3.8% decline in sales. For United States operations, in summary, 2019 sales increased 54.8%, gross margin increased 65.7% and selling, general and administrative expenses increased 36.5%, all as compared to the corresponding period of the prior year.

 

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, 20192020 and 2018.2019. Net income attributable to Inter Parfums, Inc. increased 19%decreased 47% to $18.9$10.1 million, as compared to $15.9$18.9 million for the corresponding period of the prior year.

 

Page 23

Liquidity and Capital Resources

 

The Company’sOur conservative financial position remains strong. Attradition has enabled us to amass hefty cash balances and nominal long-term debt. As of March 31, 2019, working capital aggregated $387 million and2020 we had a working capital ratio of over 3.1 to 1. Cash and$204 million in cash, cash equivalents and short-term investments, aggregated $228 million, 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, 2020 long-term debt aggregated only $9.8 million and we also have $47 million available in untapped credit facilities. Nonetheless, in response to the COVID-19 pandemic, we have taken several actions to minimize expenses and protect cash flow. Our operating cost structure, of which variable costs accounts for over two-thirds, should enable us to minimize the impact of reduced net sales on our bottom line. In that regard, we have postponed the launch of several programs originally scheduled for this year until 2021 and moved related advertising and promotion expenses to 2021 as well. We have also taken several actions with an eye toward minimizing fixed expenses. While we have not terminated or furloughed any employees, we have instituted a hiring freeze and plan on significantly cutting bonuses for 2020. We have also temporarily suspended our quarterly cash dividend. While these actions are expected to have a favorable impact on the Company’s fixed expenditures and cash flow, our cash and credit management teams, together with our executive management teams are paying particular attention to the management of working capital. As a result of the above, we do not anticipate any short-term liquidity problems.

As of March 31, 2020, we had a working capital ratio of 3.7 to 1. Approximately 84%82% of the Company’s total assets are held by European operations, and approximately $176$171 million of trademarks, licenses and other intangible assets are held by European operations.

 

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 used in operating activities aggregated $14.6$25.1 million and $20.7$14.6 million for the three months ended March 31, 20192020 and 2018,2019, respectively. For the three months ended March 31, 2019,2020, working capital items used $42.1$40.6 million in cash from operating activities, as compared to $45.8$42.1 million in the 20182019 period. Although accounts receivable is up 24%3.4% from year end, the balance is reasonable based on first quarter 20192020 sales levels, and reflects continued strong collection activity as day’s sales outstanding is 85 days and 87 days for both the three months ended March 31, 20192020 and 2018, respectively.2019. Inventory levels are relatively unchanged from year end and reflectincludes inventory anticipated to be needed to support for 2020 new product launches.

Page 22 

INTER PARFUMS, INC. AND SUBSIDIARIES As previously mentioned, we anticipate significant challenges for the remainder of 2020 due to uncertain market conditions. We expect a larger net sales decline in the second quarter of 2020, as many retail stores in our major markets may remain closed for the entire period. As a result, inventory levels are expected to rise considerably. Our cash and credit management teams, together with our executive management teams are paying particular attention to the management of working capital.

 

Cash flows used in investing activities in 20192020 reflect the purchases and sales of short-term investments. These investments are primarily certificates of deposit with maturities greater than three months. At March 31, 2019,2020, approximately $88$60 million of such certificates of deposit contain penalties where we would forfeit a portion of the interest earned in the event of early withdrawal.

 

Page 24

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 2018, in connection with a license agreement, we agreed to pay $15.0 million in equal annual installments of $1.1 million including interest imputed at 4.1%. In 2015, in connection with a brand acquisition, we entered into a 5-year term loan payable in equal quarterly installments of €5.0 million (approximately $5.7 million) plus interest. In order to reduce exposure to rising variable interest rates, we entered into a swap transaction effectively exchanging the variable interest rate to a fixed rate of approximately 1.2%.

 

Our short-term financing requirements are expected to be met by available cash on hand at March 31, 2019, cash generated by operations2020, and short-term credit lines provided by domestic and foreign banks. The principal credit facilities for 20192020 consist of a $20.0 million unsecured revolving line of credit provided by a domestic commercial bank, and approximately $28.0$27.0 million in credit lines provided by a consortium of international financial institutions. There were no short-term borrowings outstanding as of both March 31, 20192020 and 2018.2019.

 

Purchase of subsidiary shares from noncontrolling interest represents the purchase of treasury shares of Interparfums SA, which are expected to be issued to Interparfums SA employees pursuant to its Free Share Plans.Plan.

 

In October 2018,2019, the Board of Directors authorized a 31%20% increase in the annual dividend to $1.10$1.32 per share. The nextIn 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. The Board also indicated that it will revisit this issue with an eye towards reinstitution of the dividend of $0.275 per sharewhen the business environment is payable on July 15, 2019 to shareholders of record on June 28, 2019.more favorable.

 

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 month period ended March 31, 2019.2020.

 

Page 25

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.

 

Page 23 

INTER PARFUMS, INC. AND SUBSIDIARIES

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.

 

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, 2019,2020, we had foreign currency contracts in the form of forward exchange contracts in the amount of approximately U.S. $26.5$40.0 million, GB £2.1£1.0 million and JPY ¥90.0¥170.0 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 June 2015 on €100 million of debt, effectively exchanging the variable interest rate to a fixed rate of approximately 1.2%. This derivative instrument is recorded at fair value and changes in fair value are reflected in the accompanying consolidated statements of income.

 

Page 26

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’sCompany's disclosure controls and procedures were effective.

 

Page 24 

INTER PARFUMS, INC. AND SUBSIDIARIES

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’sCompany'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.

Item 1A. Risk Factors

 

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019, as updated and supplemented below, which could materially affect our business, financial condition or future results. The risks described in this report and in our Annual Report on Form 10-K may not be the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

The COVID-19 pandemic has had, and we expect will continue to have a material adverse effect on our business, results of operations, financial condition and cash flows.

The public health crisis caused by the COVID-19 pandemic and the measures being taken by governments, businesses, including us, our suppliers, our distributors, retailers and the public, to limit COVID-19's spread, have had and we expect will continue to have, certain negative impacts on our business including, but not limited to, the following:

We have experienced a decrease in sales of our products in markets around the world that have been affected by the COVID-19 pandemic. In particular, sales of our products have been significantly negatively affected by shelter-in-place regulations and closings of retailers around the world. This negative trend is likely to continue, with the most significant impact expected to occur in the second quarter of 2020. If the COVID-19 pandemic intensifies its negative impacts on our sales could be more prolonged and may become more severe.

Deteriorating economic and political conditions in many of our major markets affected by the COVID-19 pandemic, such as increased unemployment, decreases in disposable income, declines in consumer confidence, or economic slowdowns could cause a further decrease in demand for our products.

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Due to the closings of a substantial number of retailers that sell our products we have faced, and may continue to face, increasing delays in payment of accounts receivables from our customers. We may have to write-off certain receivables as a result of the COVID-19 pandemic’s damaging impacts on their respective businesses, the extent of which is not presently known.

We have faced, and may continue to face, increasing delays in the delivery of components as a result of shipping delays due to, among other things, additional safety requirements imposed by port authorities, closures of or congestion at ports, and capacity constraints of transportation contractors.

We may be required to record significant impairment charges with respect to noncurrent assets, including trademarks, licenses and other intangible assets whose fair values may be negatively affected by the effects of the COVID-19 pandemic on our operations.

As a result of the COVID-19 pandemic, including related governmental guidance or directives, we have required substantially all of our employees in New York, New Jersey and Paris, to work remotely. We may experience reductions in productivity and disruptions to our business routines while our remote work policy remains in place.

Actions we have taken or may take, or decisions on potential actions that we did not take, as a consequence of the COVID-19 pandemic may result in claims or litigation against us.

The resumption of normal business operations after the disruptions caused by the COVID-19 pandemic may be delayed or constrained by its lingering effects on consumers, suppliers or third-party distributors.

COVID-19 pandemic and governmental responses could exacerbate many of our risk factors.

Any of the negative impacts of the COVID-19 pandemic, including those described above, alone or in combination with others, could exacerbate many of the risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019.

COVID-19 pandemic and governmental responses could cause a global recession.

The pandemic has significantly increased economic and demand uncertainty. To date the impact of COVID-19 has caused a global economic slowdown, and it is possible that it could cause a global recession. There is a significant degree of uncertainty and lack of visibility as to the extent and duration of any such slowdown or recession. A global recession would exacerbate the risk factors discussed above that could have a material adverse effect on our results of operations, financial condition and cash flows.

Item 6. Exhibits.

Item 6.Exhibits

 

The following documents are filed herewith:

 

Exhibit No.DescriptionPage Number Description Page Number
    
10.173.1 Lease for Interparfums SA Distribution Center - English translation  32
 (confidential information in this exhibit was omitted)  
     
31.1Certifications required by Rule 13a-14(a) of Chief Executive Officer

27

 Certifications required by Rule 13a-14(a) of Chief Executive Officer 

 102

     
31.2Certifications required by Rule 13a-14(a) of Chief Financial Officer and Principal Accounting Officer

28

 Certifications required by Rule 13a-14(a) of Chief Financial Officer and Principal Accounting Officer 

 103

     
32.1Certification required by Section 906 of the Sarbanes-Oxley Act of Chief Executive Officer

29

Certification required by Section 906 of the Sarbanes-Oxley Act of Chief Executive Officer

 104

     
32.2Certification required by Section 906 of the Sarbanes-Oxley Act of Chief Financial Officer and Principal Accounting Officer

30

 Certification required by Section 906 of the Sarbanes-Oxley Act of Chief Financial Officer and Principal Accounting Officer 105

 

     
101Interactive data files  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 6th11th day of May 2019.2020.

 

 INTER PARFUMS, INC.
   
 By:/s/ Russell Greenberg
  Executive Vice President and
  Chief Financial Officer

 

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