UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REPORT ON FORM 10-K AMENDMENT
(Mark one)
/X/ Annual Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 1995 or
/ / Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from to .
Commission File No. 0-16469
JEAN PHILIPPE FRAGRANCES, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3275609
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
551 Fifth Avenue, New York, New York 10176
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 983-2640.
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act: Common
Stock, $.001 par value per share.
Indicate by checkmark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days: Yes /X/ No / /
Indicate by checkmark if disclosure of delinquent filers pursuant to
Item 405 of Regulation SK is not contained herein and will not be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10K or any other
amendment to this Form 10K. / /
State the aggregate market value of the voting stock held by
nonaffiliates of the registrant (based on the closing price on March 25, 1996 of
$7.375): $35,916,611.
Indicate the number of shares outstanding of the registrant's $.001 par
value common stock as of the close of business on the latest practicable date
(March 25, 1996): 10,009,981.
Documents Incorporated By Reference: None.
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Item 7. Management's Discussion And Analysis Of
Financial Condition And Results Of Operation
The Company's long-term business strategy of building core volume and
profitability, developing products in new categories, exploring strategic
acquisition opportunities, and pursuing expansion in international markets, has
enabled the Company to report another record year for growth in sales. However,
current year earnings excluding the gain on sale of stock of subsidiary, reflect
the obstacles encountered in bringing the newly acquired Cutex nail care and lip
color lines to the profitability levels originally anticipated. As discussed in
more detail below, current earnings reflect a nonrecurring charge of $2.2
million, before taxes, relating to the discontinuance of the Cutex lip color
line in October 1995.
1995 as Compared to 1994
Net sales increased 25% to $93.7 million, as compared to $75.1 million
in 1994. This increase reflects the Company's ability to integrate new product
lines with existing product offerings. Sales generated by the Company's domestic
operations increased 19%. Such growth is the result of the August 1994
acquisition of the Cutex nail care and lip color line, and the continued growth
in the core Alternative Designer Fragrance lines.
Net sales generated by Cutex product lines increased $5.3 million over
1994 net sales. This increase was well below original expectations as the result
of excessive product returns caused in part from the required change in the
Uniform Product Code from that of Chesebrough-Ponds, increased competitive
pressures for retail shelf space and disappointing sales of the lip color line.
Management believes that the significant factor which led to disappointing sales
of the Cutex lip color line is the failure of consumers to associate lip color
cosmetics with the Cutex brand name to the same extent that consumers do with
nail products, wherein the Cutex brand has significantly stronger appeal.
In October 1995 the Company decided to discontinue production of the
Cutex lip color line and as a result, has taken a nonrecurring charge
aggregating $2.2 million, before taxes, in the fourth quarter of 1995. This
charge represents a writedown of current lip product inventory of approximately
$741,000 and a reserve for returns of lip products of $1,481,000 which may be
required on lip products in 1996. The discontinued lip color line did not
contribute to net sales in 1995 as customer returns exceeded new product
shipments.
As a result of the issues relating to the Cutex product lines, the
Company and the licensor have agreed to a reduction of the minimum royalties
payable under the Cutex license. The Company believes that such relief along
with the discontinuance of
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the lip color line will enable the Company to direct all Cutex marketing
efforts and resources to building upon the core nail care business for which
Cutex is famous.
Sales by the Company's foreign subsidiaries increased 36%; at
comparable foreign currency exchange rates, sales by the Company's foreign
subsidiaries increased 22%. Such increase reflects new product introductions
under the Ombre Rose and Burberrys labels and initial sales by Jean Philippe
Brasil, the Company's recently organized Brazilian subsidiary, which commenced
operations in October 1995.
The Company continues to focus its sales efforts on development of new
product categories for sale to our expanding customer base. The February 1996
relaunch of the Aziza(R) hypo allergenic eye cosmetic line is well under way.
Gross profit margin was 48% in both 1995 and 1994. Ordinarily,
increased sales of Cutex products would have enabled the Company to improve
overall gross margin. However, with the excessive customer returns experienced
in 1995, markdowns and inventory writedowns of returned products were necessary.
In addition, gross margin has been negatively impacted from incremental closeout
sales of discontinued or returned product at reduced prices. While in the
ordinary course of business the Company closes out such inventory, management
had taken an increased initiative to reduce excess inventory to improve the
Company's cash flow and in preparation of moving to our new distribution center
in Dayton NJ. The Company's business lines, excluding Cutex, generated a 46%
gross margin in both 1995 and 1994.
Selling, general and administrative expenses represented 35% of net
sales in 1995 as compared to 32% in 1994. The increase is primarily the result
of promotion and advertising expenses required for the Cutex product lines and
reflect the fact that sales of the Cutex color lines have been below original
expectations. Management is taking the steps it deems necessary to bring the
Cutex nail color line to an acceptable profitability level. In addition, most
licensed product lines call for royalties to be paid based on sales volume and
some require minimum advertising expenditures. Royalty expense aggregated $2.6
million for 1995 as compared to $1.6 million for 1994. The increase in 1995
represents a full year of sales of Cutex products as compared to four (4) months
of sales of Cutex Products in 1994.
Interest expense increased to $1.1 million in 1995 from $0.8 million in
1994. The Company uses its available credit lines, as needed, to finance its
working capital needs.
The Company realized a gain on foreign currency aggregating $197,000 in
1995 as compared to a loss of $161,000 in 1994. The Company, on occasion enters
into foreign currency forward exchange contracts as a hedge for short-term
intercompany borrowings.
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The Company recognized a net gain on sale of stock of a subsidiary
aggregating $3.3 million in 1995 and $0.2 million in 1994. The 1995 gain
resulted primarily from the public offering by Inter Parfums, in France, of
308,000 shares of its common stock. The 1994 gain also resulted from the sale of
common stock by Inter Parfums. Such sales of shares has been accounted for as a
gain on sale of stock of a subsidiary and is not part of a broader corporate
reorganization contemplated by the Company. Although additional shares may be
issued in the future, the Company has no plans to spin-off its subsidiary nor to
repurchase the shares previously issued. (See Liquidity and Financial
Resources).
The Company's effective income tax rate was 26% in 1995 and 37% in
1994. Both the 1995 and 1994 tax rates were favorably impacted as deferred taxes
were not required to be provided on the gain on sale of stock by Inter Parfums.
Excluding such gain the Company's effective tax rate was 35% in 1995 and 37% in
1994.
Net income for the year ended December 31, 1995 increased 24% to $9.0
million compared to $7.3 million for the year ended December 31, 1994. Results
for 1995 include a nonrecurring charge of $1.3 million, on an after tax basis,
relating to the discontinuance of the lip color line. Results also include a net
gain from the sale of common stock of a subsidiary of $3.3 million in 1995 and
$0.2 million in 1994. Excluding the nonrecurring charge and such gains, net
income was $7.1 million or $0.68 per share in 1995 and in 1994.
The weighted average number of shares outstanding was 10,438,896 in
1995 and 10,454,555 in 1994.
1994 as Compared to 1993
Net sales increased 26% to $75.1 million, as compared to $59.5 million
in 1993. The results for 1994 reflect the Company's success in integrating new
product lines with pre existing product offerings, and creating greater
opportunities to serve the needs of its customers. Sales generated by the
Company's domestic operations increased 12%. Such growth reflects the positive
impact of the recently acquired Cutex lip and nail product line and the negative
impact of store closings of one of the Company's larger customers.
Sales by the Company's foreign subsidiaries increased 62%; at
comparable foreign currency exchange rates, sales by the Company's foreign
subsidiaries increased 59%. Such increase reflects contributions from the Ombre
Rose and Burberrys license agreements as well as the Parfums Molyneux and
Parfums Weil fragrance lines.
In connection with the Company's recent acquisitions and license
agreements, the Company has restructured its retail sales force and has added
additional
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experienced salespeople. The Company's primary efforts are now focused on
capitalizing on its expanding list of customer relationships. With efficient
product development and a strong national sales force, the Company can now offer
to all of its customers, its growing collection of fragrance, personal care and
color cosmetic products.
Gross profit margin for 1994 increased to 48% of sales from 45% in
1993. The Company's decision to purchase certain raw materials and component
parts for its domestic operations at lower domestic prices continued to benefit
the Company's gross margin throughout 1994. In addition, initial sales of Cutex
products have enabled the Company to further improve its gross margin; without
such sales gross profit margin would have been 46%.
Selling, general and administrative expenses represented 32% of net
sales in 1994 as compared to 27% and 1993. The increase is primarily the result
of expenses incurred in connection with the restructuring of the Company's sales
force and the transition of all of the Company's new product lines into its
existing domestic and international business operations. In addition, most
licensed product lines call for royalties to be paid based on sales volume and
some require minimum advertising expenditures. Royalty expense aggregated $1.6
million for 1994 as compared to $0.6 million for 1993. The increase in 1994
represents a full year of sales of Ombre Rose and Burberry's products as
compared to six (6) months of sales in 1993. Royalty expense for 1994 also
included royalties on sale of Cutex product lines, which were acquired in August
1994.
Interest expense increased to $803,000 in 1994 from $619,000 in
1993.The Company uses its available credit lines, as needed, to finance its
working capital needs.
In 1994, as a result of the decline of the U.S. dollar relative to the
French franc, the Company incurred a loss on foreign currency of $161,000 as
compared to a gain of $179,000 in 1993. The Company, on occasion enters into
foreign currency forward exchange contracts as a hedge for short-term
intercompany borrowings. No material hedge transactions were entered into during
1994.
Gain on sale of stock of subsidiary aggregated $221,000 in 1994 as
compared to a gain of $645,000 1993. The 1993 gain resulted from the issuance by
Inter Parfums of 7.65% of its common stock. In 1994, an additional 10,000 shares
were sold to enable the stock of Inter Parfums to commence trading in the
over-the-counter stock market in Paris, and 11,536 shares were issued pursuant
to the conversion terms of Inter Parfum's long-term debt. These issuances of
shares by Inter Parfums have been accounted for as a gain on sale of stock of
subsidiary; the issuances are not part of a broader corporate reorganization
contemplated by the Company. Although additional shares may be issued in the
future the Company has no plans to spin-off its subsidiary nor repurchase the
shares previously issued.
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The Company's effective income tax rate increased to 37.1% in 1994 from
36.8% in 1993. Both 1994 and 1993 were favorably impacted as deferred taxes were
not required to be provided on the gain from issuance of common stock by Inter
Parfums.
Net income for the year ended December 31, 1994 was $7.3 million
compared to $7.1 million for the year ended December 31, 1993. Results for the
year include a net gain from the sale of common stock of a subsidiary of
$221,000 or $0.02 per share in 1994 and $645,000 or $0.06 per share in 1993.
Excluding such gain, net income increased 9.3% to $7.1 million or $0.68 per
share compared to $6.5 million or $0.64 per share for the year ended December
31, 1993.
The weighted average number of shares outstanding increased 3% to
10,454,555 in 1994 from 10,132,628 in 1993. This increase is primarily the
result of the issuance of common stock in connection with the February 1994
acquisition of Parfums Molyneux and Parfums Weil.
Liquidity and Financial Resources
The Company's financial position continues to show solid strength as a
result of profitable operating results. At December 31, 1995, working capital
aggregated $41.4 million and the Company had cash and cash equivalents
aggregating $14.2 million. The Company's Board of Directors has authorized the
repurchase of up to 1,000,000 shares of the Company's common stock and as of
December 31, 1995, 324,305 shares had been purchased at an average price per
share of $8.91. Through February 1996 an additional 138,000 shares were
purchased at an average price per share of $7.85.
In November 1995, the Company's majority owned subsidiary, Inter
Parfums sold to the public in France 308,000 shares of its capital stock at 130
French francs per share. Net proceeds of such offering aggregated 36.5 million
French francs ($7.6 million U.S.). In connection with such offering, Inter
Parfums Holding ("Holding"), a wholly-owned subsidiary of the Company and direct
parent of Inter Parfums, exercised its right to convert a portion of its
convertible debt into 250,000 shares of capital stock of Inter Parfums at 80
French francs per share.
As a result of such offering and related debt to equity conversions,
the interest of the Company in Inter Parfums, as held by Holding, was reduced
from 90.64% to 76.72%.
The Company's short-term financing requirements are expected to be met
by available cash at December 31, 1995, cash generated by operations and
short-term credit lines provided by domestic and foreign banks. The principal
credit facility for 1996 is a $12.0 million unsecured revolving line of credit
provided by a domestic
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commercial bank. Borrowings under the domestic revolving line of credit are due
on demand and bear interest at the bank's prime lending rate.
Management of the Company believes that funds generated from
operations, supplemented by its available credit facilities, will provide it
with sufficient resources to meet all present and reasonably foreseeable future
operating needs.
Operating activities provided $2.8 million of net cash in 1995 as
compared to $2.1 million in 1994. As the Company continues to monitor and
improve its procedures with respect to collection of outstanding receivables and
closely monitor inventory levels, the Company anticipates continued improvement
in cash flow. Current inventory levels reflect the necessary quantities to
support the upcoming selling season and new product introductions.
On October 25, 1995, the Company took occupancy of its new 145,000
square foot distribution center at 60 Stults Road in Dayton NJ. The premises
have been leased by the Company for an eight year term and require monthly
rental payments of $57,000, aggregating $684,000 per annum. In connection
therewith, the Company has invested approximately $0.7 million in equipment and
improvements and expects to invest an additional $0.3 million in 1996.
Inflation rates in the U.S. and foreign countries in which the Company
operates have not had a significant impact on operating results for the year
ended December 31, 1995.
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JEAN PHILIPPE FRAGRANCES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(in thousands except share and per share data)
(NOTE A) - The Company and its Significant Accounting Policies:
[1] Business of the Company:
The Company is a manufacturer and distributor of domestic and
international brand name and licensed fragrances, alternative designer
fragrances and mass market cosmetics.
[2] Basis of preparation:
The consolidated financial statements include the accounts of Jean
Philippe Fragrances, Inc. ("JPF") and its domestic and foreign subsidiaries (the
"Company"). All material intercompany balances and transactions have been
eliminated.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
[3] Foreign currency translation:
For foreign subsidiaries that operate in a foreign currency, assets
and liabilities are translated to U.S. dollars at year-end exchange rates.
Income and expense items are translated at average rates of exchange prevailing
during the year. Gains and losses from translation adjustments are accumulated
in a separate component of shareholders' equity. In instances where the
financial statements of foreign entities are remeasured into their functional
currency (U.S. dollars), the remeasurement adjustment is recorded in operations.
[4] Cash equivalents:
All highly liquid investments purchased with a maturity of three
months or less are considered to be cash equivalents.
[5] Inventories:
Inventories are stated at the lower of cost (first-in, first-out) or
market.
[6] Equipment and leasehold improvements:
Equipment and leasehold improvements are stated at cost. Depreciation
and amortization are provided using the straight-line method and the declining
balance method over the estimated useful asset lives and for equipment, which
range between 3 and 10 years, and the shorter of the lease term or estimated
useful asset lives for leasehold improvements.
F-7
