UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark one)
For the fiscal year ended
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For the transition period from to .
Commission file no.
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Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐
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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 February 25, 2022:
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Documents Incorporated by Reference: None.
TABLE OF CONTENTS
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure |
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i
FORWARD LOOKING STATEMENTS
This report includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, and if incorporated by reference into a registration statement under the Securities Act of 1933, as amended, within the meaning of Section 27A of such act. When used in this report, the words “anticipate,” “believe,” “estimate,” “will,” “should,” “could,” “may,” “intend,” “expect,” “plan,” “predict,” “potential,” or “continue” or similar expressions identify certain 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.
Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained in this report. Important factors that could cause actual results to differ materially from our forward-looking statements are set forth in this report, including under the heading “Risk Factors”. Such factors include: The effects of COVID-19 and related governmental mandates; our inability to successfully integrate or manage any future acquisitions; continuation and renewal of existing licenses and similar agreements; potential inability to obtain new licensing, arrangements or agreements for additional brands; potential reduction in sales of our fragrance products due to reduced consumer confidence as the result of a prolonged economic downturn, recession or terrorist attack in the United States, Europe or any of the other countries in which we do significant business; uncertainties and deterioration in global credit markets could negatively impact suppliers, customers and consumers; outbreak of disease, epidemic or pandemic, or similar public health threat, such as the coronavirus; inability to protect our intellectual property rights; our business could be negatively impacted by social impact and sustainability matters; potential liability for infringement of third party brand names; product liability claims; effectiveness of our sales and marketing efforts and product acceptance by consumers; our dependence upon third party manufacturers and distributors; our dependence upon existing management; competition in the fragrance industry; risks related to our foreign operations, currency fluctuation and international tariff and trade barriers; compliance with governmental regulation; changing political conditions could adversely impact our business and financial results; potential hacking and outages of our global information systems; seasonal variability of our business; our ability to operate our business without infringing, and misappropriating or otherwise violating the intellectual property rights of other parties.
These factors are not intended to represent a complete list of the general or specific factors that may affect us. It should be recognized that other factors, including general economic factors and business strategies, may be significant, and the factors set forth herein may affect us to a greater extent than indicated. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth in this report. Except as may be required by law, we undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.
ii
PART I
Item 1. Business
General Business Development
Founded in 1982, we operate in the fragrance business, and manufacture, market and distribute a wide array of prestige fragrance, and fragrance related products. Our worldwide headquarters and the office of our wholly-owned United States subsidiaries, Jean Philippe Fragrances, LLC and Inter Parfums USA, LLC, are located at 551 Fifth Avenue, New York, New York 10176, and our telephone number is 212.983.2640. We also have a newly formed, wholly-owned Italian subsidiary, Interparfums Italia srl.
Our consolidated wholly-owned subsidiary, Inter Parfums Holdings, S.A., and its majority-owned subsidiary, Interparfums SA, maintain executive offices at 4 Rond Point des Champs Elysees, 75008 Paris, France. Our telephone number in Paris is 331.5377.0000. Interparfums SA is the sole owner of two (2) distribution subsidiaries: Inter Parfums srl for Italy and Interparfums Luxury Brands, Inc., a Delaware corporation, for distribution of prestige brands in the United States. Interparfums SA is also the majority owner of Parfums Rochas Spain, SL, a Spanish limited liability company, which specializes in the distribution of Rochas fragrances. In addition, Interparfums SA is also the sole owner of Interparfums (Suisse) SARL, a company formed to hold and manage certain brand names, and Interparfums Asia Pacific Pte., Ltd., an Asian sales and marketing office.
Our common stock is listed on The Nasdaq Global Select Market under the trading symbol “IPAR”. The common shares of our subsidiary, Interparfums SA, are traded on the Euronext Exchange.
The Securities and Exchange Commission (“SEC”) maintains an internet site at http://www.sec.gov that contains financial reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. We maintain our internet website at www.interparfumsinc.com, which is linked to the SEC internet site. You can obtain through our website, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, interactive data files, current reports on Form 8-K, beneficial ownership reports (Forms 3, 4 and 5) and amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934 as soon as reasonably practicable after they have been electronically filed with or furnished to the SEC.
The following information is qualified in its entirety by and should be read together with the more detailed information and audited financial statements, including the related notes, contained or incorporated by reference in this report.
General
We operate in the fragrance business and manufacture, market and distribute a wide array of fragrance 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 27% owned subsidiary in Paris, Interparfums SA, which is also a publicly traded company as 73% of Interparfums SA shares trade on the NYSE Euronext.
1
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 deliver them to one of our distribution centers.
Our fragrance products focus on prestige brands, each with a devoted following. By concentrating in markets where the brands are best known, we have had many successful product launches. We typically launch new fragrance families for our brands every year or two, and more frequently seasonal and limited edition fragrances are introduced as well.
The creation and marketing of each product family is intimately linked with the brand’s name, its past and present positioning, customer base and, more generally, the prevailing market atmosphere. Accordingly, we generally study the market for each proposed family of fragrance products for almost a full year before we introduce any new product into the market. This study is intended to define the general position of the fragrance family and more particularly its scent, bottle, packaging and appeal to the buyer. In our opinion, the unity of these four elements of the marketing mix makes for a successful product.
As with any 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 discuss in greater detail risk factors relating to our business in Item 1A of this Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and the reports that we file from time to time with the SEC.
European Operations
We produce and distribute our fragrance products primarily under license agreements with brand owners, and fragrance product sales through our European operations represented approximately 75% of net sales for 2021. We have built a portfolio of prestige brands, which include Boucheron, Coach, Jimmy Choo, Karl Lagerfeld, Kate Spade, Lanvin, Moncler, Montblanc, Rochas, S.T. Dupont and Van Cleef & Arpels, whose products are distributed in over 120 countries around the world.
United States Operations
Prestige brand fragrance products are also produced and marketed through our United States operations, and represented approximately 25% of net sales for the year ended December 31, 2021. These fragrance products are sold under trademarks owned by us or pursuant to license or other agreements with the owners of brands, which include Abercrombie & Fitch, Anna Sui, Dunhill, Ferragamo, Graff, GUESS, Hollister, MCM, Oscar de la Renta and Ungaro.
2
Recent Developments
Salvatore Ferragamo
In October 2021, we closed on a transaction agreement with Salvatore Ferragamo S.p.A., whereby an exclusive and worldwide license was granted for the production and distribution of Ferragamo brand perfumes. Our rights under this license are subject to certain minimum advertising expenditures and royalty payments as are customary in our industry. The license is effective from October 2021 and will last for 10 years with a 5-year optional term, subject to certain conditions.
With respect to the management and coordination of activities related to the license agreement, the Company will operate through a wholly-owned Italian subsidiary Interparfums Italia srl, which was acquired from Salvatore Ferragamo on October 1, 2021.
Emanuel Ungaro
In October 2021, we also entered into a 10-year exclusive global licensing agreement a with a 5-year optional term subject to certain conditions, with Emanuel Ungaro Italia srl, for the creation, development and distribution of fragrances and fragrance-related products, under the Emanuel Ungaro brand. Our rights under this license are subject to certain minimum advertising expenditures and royalty payments as are customary in our industry.
Donna Karan and DKNY
In September 2021, we entered into a long-term global licensing agreement for the creation, development and distribution of fragrances and fragrance-related products under the Donna Karan and DKNY brands. Our rights under this license are subject to certain minimum advertising expenditures and royalty payments as are customary in our industry. With this agreement, we are gaining several well-established and valuable fragrance franchises, most notably Donna Karan Cashmere Mist and DKNY Be Delicious, as well as a significant loyal consumer base around the world. The exclusive license is effective July 1, 2022, and we are planning to launch new fragrances under these brands in 2023.
French Tax Settlement
The French authorities had claimed that the existence of Inter Parfums (Suisse) Sarl, a wholly-owned subsidiary of Interparfums SA, our majority owned Paris-based subsidiary, 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.
In June 2021, a global settlement agreement was reached with the French Tax Authorities, whereby Interparfums SA paid in December 2021, €2.5 million (approximately $2.9 million) effectively lowering the Lanvin brand royalty rate charged by Inter Parfums (Suisse) Sarl for the periods from 2017 through 2020. Interparfums SA also agreed to apply the lower rate in 2021 through 2025 and to transfer the Lanvin brand from Inter Parfums (Suisse) Sarl to Interparfums SA by December 31, 2025.
3
Land and Building Acquisition - Future Headquarters in Paris
In April 2021, Interparfums SA completed the acquisition of its future headquarters at 10 rue de Solférino in the 7th arrondissement of Paris from the property developer. This is an office complex combining three buildings connected by two inner courtyards, and consists of approximately 40,000 total sq. ft.
The $142 million purchase price includes the complete renovation of the site. As of December 31, 2021, $136.1 million of the purchase price, including approximately $3.1 million of acquisition costs, is included in property, equipment and leasehold improvements on the accompanying balance sheet as of December 31, 2021. Approximately $8.8 million of cash held in escrow is included in other assets on the accompanying consolidated balance sheet as of December 31, 2021. In addition, the Company borrowed $17.0 million pursuant to a short-term loan equal to the VAT credit, and in July 2021, the $17.0 million VAT credit was reimbursed by the French Tax Authorities and the loan was repaid.
The acquisition was financed by a 10-year €120 million (approximately $139 million) bank loan which bears interest at one-month Euribor plus 0.75%. Approximately €80 million of the variable rate debt was swapped for fixed interest rate debt with a maximum interest rate of 2%.
This acquisition is a unique opportunity with benefits to be realized over the long-term. Owning our corporate headquarters in a very prestigious part of Paris, and customizing the complex for our European operations, will enhance our reputation, provide an exceptional work environment, as well as a welcoming and productive atmosphere for our suppliers, distributors and licensors.
Anna Sui Corp.
In January 2021, we renewed our license agreement with Anna Sui Corp. for the creation, development and distribution of fragrance products through December 31, 2026, without any material changes in terms and conditions. Our initial 10-year license agreement with Anna Sui Corp. was signed in 2011. The renewal agreement also allows for an additional 5-year term through 2031 at the option of the Company.
Rochas Fashion
Effective January 1, 2021, we entered into a new license agreement modifying our Rochas fashion business model. The new agreement calls for a reduction in royalties to be received. As a result, in the first quarter of 2021, we took a $2.4 million impairment charge on our Rochas fashion trademark. The new license also contains an option for the licensee to buy-out the Rochas fashion trademarks in June 2025 at its then fair market value.
4
S.T. Dupont
In January 2021, we renewed our license agreement with S.T. Dupont for the creation, development and distribution of fragrance products through December 31, 2022, 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, 2021.
Origines-Parfums
In June 2020, the Company through its 73% owned subsidiary, Interparfums SA, and Divabox SAS (“Divabox”), owner of the Origines-parfums e-commerce platform for beauty products, signed a strategic agreement and equity investment pursuant to which we acquired a 25% of Divabox capital for $14.0 million, through a capital increase. In connection with the acquisition, the Company entered into a $13.4 million term loan, which was repaid in full in February 2021. As a website of reference for all selective fragrance brands, Origines-parfums is a key French player in the online beauty market recognized for its customer relationship expertise. This agreement should enhance the introduction of dedicated fragrance lines and products designed to address a specific consumer demand for this distribution channel and accelerate our digital development.
Moncler
In June 2020, the Company entered into an exclusive, 5-year worldwide license agreement with a potential 5-year extension with Moncler for the creation, development and distribution of fragrances under the Moncler brand. Our rights under this license are subject to certain minimum advertising expenditures and royalty payments as are customary in our industry. Moncler was founded at Monestier-de-Clermont, Grenoble, France, in 1952 and is currently headquartered in Italy. Over the years, the brand has combined style with constant technological research assisted by experts in activities linked to the world of the mountain. The Moncler outerwear collections marry the extreme demands of nature with those of city life. Following a successful prelaunch in late 2021, our first fragrance launch for the Moncler brand is rolling out in the first quarter of 2022.
Fragrance Products
General
We are the owner of the Rochas brand, and the Lanvin brand name and trademark for our class of trade. In addition, we have built a portfolio of licensed prestige brands whereby we produce and distribute our prestige fragrance products under license agreements with brand owners. Under license agreements, we obtain the right to use the brand name, create new fragrances and packaging, determine positioning and distribution, and market and sell the licensed products, in exchange for the payment of royalties. Our rights under license agreements are also generally subject to certain minimum sales requirements and advertising expenditures as are customary in our industry.
5
As a percentage of net sales, product sales for the Company’s largest brands were as follows:
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Year Ended December 31, |
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2021 |
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2020 |
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2019 |
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Montblanc |
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19 |
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21 |
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22 |
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Jimmy Choo |
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18 |
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16 |
% |
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16 |
% |
Coach |
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16 |
% |
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17 |
% |
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14 |
% |
GUESS |
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12 |
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11 |
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10 |
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Our licenses expire on the following dates:
Brand Name |
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Expiration Date |
Abercrombie & Fitch |
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Extends until either party terminates on 3 years’ notice |
Anna Sui |
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December 31, 2026, plus one 5-year optional term |
bebe Stores |
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June 30, 2023 |
Boucheron |
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December 31, 2025, plus a 5-year optional term if certain sales targets are met |
Coach |
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June 30, 2026 |
Donna Karan |
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December 31, 2032*, plus a 5-year optional term if certain sales targets are met |
Dunhill |
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September 30, 2023 |
Emanuel Ungaro |
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December 31, 2031, plus a 5-year optional term if certain sales targets are met |
French Connection |
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December 31, 2027, plus a 10-year optional term if certain sales targets are met |
Graff |
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December 31, 2026, plus 3 optional 3-year terms if certain sales targets are met |
GUESS |
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December 31, 2033 |
Hollister |
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Extends until either party terminates on 3 years’ notice |
Kate Spade |
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June 30, 2030 |
Jimmy Choo |
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December 31, 2031 |
Karl Lagerfeld |
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October 31, 2032 |
MCM |
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December 31, 2030, plus 4 option years |
Moncler |
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December 31, 2026, plus a 5-year optional term if certain conditions are met |
Montblanc |
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December 31, 2025 |
Oscar de la Renta |
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December 31, 2031, plus a 5-year optional term if certain sales targets are met |
Repetto |
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December 31, 2024 |
Salvatore Ferragamo |
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December 31, 2031, plus a 5-year optional term if certain sales targets are met |
S.T. Dupont |
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December 31, 2022 |
Van Cleef & Arpels |
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December 31, 2024 |
* License effective date is July 1, 2022.
6
In connection with the acquisition of the Lanvin brand names and trademarks for our class of trade, we granted the seller the right to repurchase the brand names and trademarks on July 1, 2027 for €70 million (approximately $79 million) in accordance with an amendment signed in 2021. In connection with such amendment, we also granted a license to the seller to develop and sell cosmetics other than fragrances.
Fragrance Portfolio
Abercrombie& Fitch — In 2014, we entered into a worldwide license to create, produce and distribute new fragrances and fragrance related products under the Abercrombie & Fitch brand name. We distribute these fragrances in specialty stores, department stores and duty free shops, and in the U.S., in select Abercrombie & Fitch retail stores. Our initial men’s scent, First Instinct was launched in 2016 followed by a women’s version in 2017. Since that time, we unveiled several new fragrances most notably the Authentic and Away duos as well as brand extensions.
Abercrombie & Fitch Co. is a leading, global, omnichannel specialty retailer of apparel and accessories for men, women and kids. The iconic Abercrombie & Fitch brand was born in 1892 and aims to make every day feel as exceptional as the start of a long weekend.
Anna Sui—In 2011, we entered into an exclusive worldwide fragrance license to create, produce and distribute fragrances and fragrance related products under the Anna Sui brand. Anna Sui is one of New York’s most accomplished fashion designers known for creating contemporary clothing inspired by vintage style that capture the brand’s very sweet feminine girly aspect, combined with touch hipness and rock-and-roll. Today, Anna Sui has over 50 boutiques and her collection and products are sold in 300 stores in over 30 countries, but her brand is by far most popular and well received throughout Asia. Over the past decade, we have worked in partnership Anna Sui and her creative team to build upon the brand’s customer appeal and develop and market a family of fragrances including Fantasia, Sui Dreams and the newest scent, Sky, which was ranked as the second best perfume launch of 2021 by WWD Japan.
Boucheron— In 2010, we entered into an exclusive 15-year worldwide license agreement for the creation, development and distribution of fragrances under the Boucheron brand. For over a century, since becoming the first jeweler to open a boutique on Place Vendôme in 1893, Boucheron has embodied very high-end creation, luxury and French know-how. The mysterious and seductive collection of Boucheron fragrances unquestionably continues this prestigious.
Boucheron legacy scents, Femme and Homme, and the legendary Jaipur perfume form the foundation of brand sales. Our team has enriched the portfolio with Quatre for men and women, along with several special editions, a growing collection of unique scents aptly named, La Collection, and Serpent Boheme. We have a new Boucheron men’s fragrance in the works for 2022, as well as still another addition to our Boucheron Collection. Currently Boucheron operates through over 66 boutiques worldwide as well as an e-commerce site.
7
Coach— In 2015, we entered into an exclusive 11-year worldwide license to create, produce and distribute new men’s and women’s fragrances and fragrance related products under the Coach brand name. We distribute these fragrances globally to department stores, specialty stores and duty free shops, as well as in Coach retail stores.
Founded in 1941, Coach is the ultimate American leather goods brand and has always been renowned for its quality craftsmanship. Now the luxury brand that best embodies New York’s casual elegance, Coach also offers collections of ready-to-wear, lifestyle accessories and fragrances. Its contemporary approach to luxury combines authenticity and innovation, exported worldwide thanks to its thoroughly American non-conformist vision.
In 2016, we launched our first Coach fragrance, a women’s signature scent, and in 2017, a men’s scent, both of which became and remain top selling prestige fragrances. Subsequent flankers and extensions have enlarged the Coach fragrance enterprise as have entirely new collections, including Coach Dreams which debuted in early 2020, and its sister scent, Dreams Sunset, debuting in 2021. For 2022, we have a new pillar for men unveiling, and new edition to the Coach women’s line. Coach is part of the Tapestry house of brands.
Donna Karan— In September 2021, we entered into a long-term global licensing agreement for the creation, development and distribution of fragrances and fragrance-related products under the Donna Karan and DKNY brands, which takes effect on July 1, 2022. The Donna Karan and DKNY brands, which draw from the energy and attitude of New York City, are powerhouses in fashion and fragrance. These global lifestyle brands will make excellent additions to our portfolio. With this agreement, we are gaining several well-established and valuable fragrance franchises, most notably Donna Karan Cashmere Mist and DKNY Be Delicious, as well as a significant loyal consumer base around the world. Upon joining our portfolio, these brands will rank among our largest. We are planning to launch new fragrances under these brands in 2023. Donna Karan and DKNY are part of the G-III house of brands.
Dunhill—Since 2012, we have been the exclusive fragrance licensee whereby we create, produce and distribute fragrances and fragrance related products under the Dunhill brand.
Founded by Alfred Dunhill in 1893 in London, the brand evolved from a leather harness business to creating accessories for the first motorists. For over 100 years the brand has been recognized as the destination for leather and men’s luxury goods. Dunhill today continues to create exquisitely designed luxury products - fashion and ingenious accessories for the modern man. The exquisite products are made with the highest level of craftsmanship for the most discerning clients.
The Dunhill fragrance family encompasses a wide array of men’s scents and related brand extensions including Century, Icon and Driven. A new fragrance dynasty was born with the Dunhill Signature Collection which since its debut in 2019 has added several new members. Dunhill is currently owned by Richemont Holdings Limited.
8
Emanuel Ungaro— In October 2021, we also entered into a 10-year exclusive global licensing agreement with Emanuel Ungaro for the creation, development and distribution of fragrances and fragrance-related products, under the Emanuel Ungaro brand. Founded in 1965 in Paris, the house Emanuel Ungaro is an icon of French refinement and haute couture. Its unique style is expressed through unquestioning sensuality, purity of silhouette, flamboyant prints, and exquisite attention to details. Season after season, Emanuel Ungaro dared to be different, combining unexpected yet sensual clashes of bright colors and prints with beautiful draping. Today Ungaro fragrances uphold the same values of audacity and elegance, and the brand is best known and most prized internationally, and such presence will remain our sales focus as we continue to produce and distribute the brand’s legacy scents, notably Diva. Beginning in 2023, we plan to unveil a new fragrance incorporating disruptive design, driven by creativity, sustainability and authenticity.
Graff— In 2018, we entered into an exclusive, 8-year worldwide license agreement with London-based Graff for the creation, development and distribution of fragrances under the Graff brand. The 8-year agreement has three 3-year automatic renewal options, potentially extending the license until December 31, 2035.
Since Laurence Graff OBE founded the company in 1960, Graff has been dedicated to sourcing and crafting diamonds and gemstones of untold beauty and rarity and transforming them into spectacular pieces of jewelry that move the heart and stir the soul. Throughout its rich history, Graff has become the world leader for diamonds of rarity, magnitude and distinction. Each jewelry creation is designed and manufactured in Graff’s London atelier, where master craftsmen employ techniques to emphasize the beauty of each individual stone. The company remains a family business, overseen by Francois Graff, Chief Executive Officer.
For Graff, a six-scent collection for women, Lesedi La Rona, debuted exclusively at Harrods beginning in March 2020, which we further extended through 2020 as a result of the mandatory store closings throughout that year. In 2021, a select market rollout began in the Middle East, with limited luxury distribution to only the most exclusive, upmarket retail outlets. In 2021, we added two new scents for the Lesedi La Rona collection.
GUESS— In 2018, we entered into an exclusive, 15-year worldwide license agreement with GUESS?, Inc. for the creation, development and distribution of fragrances under the GUESS brand.
Established in 1981, GUESS began as a jeans company and has since successfully grown into a global lifestyle brand. GUESS?, Inc. designs, markets, distributes and licenses a lifestyle collection of contemporary apparel, denim, handbags, watches, footwear and other related consumer products. GUESS products are distributed through branded GUESS stores as well as better department and specialty stores around the world.
We began selling GUESS legacy scents in 2018. In 2019 the GUESS brand quickly became the largest within our U.S. operations, with legacy fragrances dominating the sales mix. In 2019, we began shipments of 1981 Los Angeles and Seductive Noir, both flankers of established scents, which accelerated brand growth.
9
Nearly three years in the making, our first new blockbuster scent, Bella Vita, debuted for the GUESS brand both domestically and internationally in 2021. In addition, Effect, a new men’s grooming line and fragrance collection was launched in 2021. Uomo, a new men’s fragrance for GUESS, comes to market in 2022.
Hollister— In 2014, we entered into a worldwide license to create, produce and distribute new fragrances and fragrance related products under the Hollister brand name. We distribute these fragrances in specialty stores, department stores and duty free shops, as well as select Hollister retail stores in the U.S. In 2016 we launched our first men’s and women’s fragrance duo, Wave which led to flankers and extensions as did subsequent fragrance families Festival and Canyon Escape.
The quintessential apparel brand of the global teen consumer, Hollister Co. celebrates the liberating spirit of the endless summer inside everyone. Inspired by California’s laidback attitude, Hollister’s clothes are designed to be lived in and made your own, for wherever life takes you.
Jimmy Choo— In 2009, we entered into an exclusive 12-year worldwide license agreement for the creation, development and distribution of fragrances and fragrance related products under the Jimmy Choo brand, and in 2017, we extended the license agreement which now runs through December 31, 2031.
Jimmy Choo encompasses a complete luxury accessories brand. Women’s shoes remain the core of the product offering, alongside handbags, small leather goods, scarves, eyewear, belts, fragrance and men’s shoes. Jimmy Choo has a global store network encompassing more than 200 stores and is present in the most prestigious department and specialty stores worldwide. Jimmy Choo is part of the Capri Holdings Limited luxury fashion group.
Our initial Jimmy Choo fragrance was launched in 2011, a signature scent for women. In the decade that followed, Jimmy Choo has grown to become our second largest brand with new pillars and flankers debuting regularly, both for men and women. Our newest women’s fragrance, I Want Choo, was launched in 2021 and for 2022, we have a new Jimmy Choo Man flanker as well as one for I Want Choo.
Karl Lagerfeld— In 2012, we entered into a 20-year worldwide license agreement with Karl Lagerfeld B.V., the internationally renowned haute couture fashion house, to create, produce and distribute fragrances under the Karl Lagerfeld brand.
Under the creative direction of the late Karl Lagerfeld, one of the world’s most influential and iconic designers, the Lagerfeld Portfolio represents a modern approach to distribution, an innovative digital strategy and a global 360 degree vision that reflects the designer’s own style and soul. Karl Lagerfeld created the first fragrance that bears his name in 1978, and that legacy has expanded to include several growing multi-scent collection, Les Parfums Matières and most recently, Karl Cities, a new collection featuring entries for New York, Paris, Hamburg and Tokyo. was unveiled.
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Kate Spade— In 2019, we entered into an exclusive, 11-year worldwide license agreement with Kate Spade to create, produce and distribute new perfumes and fragrance related products under the Kate Spade brand which we distribute globally to department and specialty stores and duty free shops, as well as in Kate Spade retail stores. Our first original scent, Kate Spade New York, debuted in January 2021 and for 2022, we are adding a flanker to our line.
Since its launch in 1993 with a collection of six essential handbags, Kate Spade has always stood for optimistic femininity. Today, the brand is a global life and style house with handbags, ready-to-wear, jewelry, footwear, gifts, home décor and more. Polished ease, thoughtful details and a modern, sophisticated use of color—Kate Spade’s founding principles define a unique style synonymous with joy. Under the vision of its creative director, the brand continues to celebrate confident women with a youthful spirit. Kate Spade is part of the Tapestry house of brands.
Lanvin— In 2007, we acquired the worldwide rights to the Lanvin brand names and international trademarks listed in Class 3, our class of trade. A synonym of luxury and elegance, the Lanvin fashion house, founded in 1889 by Jeanne Lanvin, expanded into fragrances in the 1920s.
Lanvin fragrances occupy an important position in the selective distribution market in France, Eastern Europe and Asia, and we have several lines currently in distribution, including Éclat d’Arpège, Lanvin L’Homme, Jeanne Lanvin, Modern Princess and A Girl in Capri. The Éclat d’Arpège line accounts for almost 50% of brand sales. Les Fleurs de Lanvin, a new floral fragrance collection, was released during the second half 2021. For 2022, we have a new extension unveiling for our Éclat d’Arpège line.
MCM— In 2019, we entered into an exclusive, 10-year worldwide license agreement with German luxury fashion house MCM for the creation, development and distribution of fragrances under the MCM brand. The agreement has a 4-year automatic renewal option, potentially extending the license until December 31, 2034.
MCM is a luxury lifestyle goods and fashion house founded in 1976 with an attitude defined by the cultural Zeitgeist and its German heritage with a focus on functional innovation, including the use of cutting-edge techniques. Today, through its association with music, art, travel and technology, MCM embodies the bold, rebellious and aspirational. Always with an eye on the disruptive, the driving force behind MCM centers on revolutionizing classic design with futuristic materials. MCM’s millennial and Gen Z audience is genderless, ageless, empowered and unconstrained by rules and boundaries.
Following through on our plan to develop extraordinary fragrances that capture the creative spirit of MCM, our first new fragrance, MCM, was released during the first quarter of 2021 to great, and somewhat unexpected success. A flanker is in the pipeline for 2022 along with a limited edition called Graffiti. Our distribution strategy encompasses MCM stores, high-end department stores and prestige beauty retailers, with a geographic focus on Asia, the Americas and Europe.
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Moncler— In June 2020, we entered into an exclusive, 5-year worldwide license agreement with a potential 5-year extension with Moncler for the creation, development and distribution of fragrances under the Moncler brand. Moncler was founded at Monestier-de-Clermont, Grenoble, France, in 1952 and is currently headquartered in Italy. Over the years, the brand has combined style with constant technological research assisted by experts in activities linked to the world of the mountain. The Moncler outerwear collections marry the extreme demands of nature with those of city life.
Our first fragrance for the Moncler brand has a revolutionary LED design, and the flask-shaped bottles of Moncler Pour Femme and Moncler Pour Homme forge a powerful bond with the House Moncler’s alpine roots and pioneering spirit. This playful and unique innovation enables its owner to write a personalized note that scrolls in red letters on the screen of the mirror bottle. Our first fragrance was pre-launched in 250 select outlets in the second half of 2021, and was met with an excellent response. A full rollout to approximately 3,000 doors began in early 2022.
Montblanc—In 2010, we entered into an exclusive license agreement to create, develop and distribute fragrances and fragrance related products under the Montblanc brand. In 2015, we extended the agreement which now runs through December 31, 2025.
Montblanc has achieved a world-renowned position in the luxury segment and has become a purveyor of exclusive products, which reflect today’s exacting demands for timeless design, tradition and master craftsmanship. Through its leadership positions in writing instruments, watches and leather goods, promising growth outlook in women’s jewelry, international retail footprint through its network of more than 600 boutiques, high standards of product design and quality, Montblanc has grown to be our largest fragrance brand.
In 2011, we launched our first new Montblanc fragrance, Legend, which quickly became our best-selling men’s line and has given rise to a plethora of flankers including Legend Night and Legend Spirit. In 2014, we launched our second men’s line, Emblem and like its predecessor, Emblem gave rise to brand extensions. In 2019, we unveiled Montblanc Explorer, which has added flankers, most recently Montblanc Explorer Ultra Blue. The Legend continues, as in 2022, we will be introducing a new flanker, Montblanc Legend Red.
Oscar de la Renta— In 2013, we entered into an exclusive worldwide license to create, produce and distribute fragrances and fragrance related products under the Oscar de la Renta brand. In 2019, the agreement was extended through December 31, 2031, with an additional five-year option potentially extending the agreement through December 31, 2036. After taking over distribution of the brand’s legacy fragrances in 2014, we introduced Extraordinary the following year. Oscar de la Renta Bella Blanca debuted in 2018, followed by Bella Rosa and Bella Essence and soon to join them, Bella Bouquet. Debuting in 2021 was an entirely new fragrance pillar, Alibi which will welcome a sister scent in 2022.
Oscar de la Renta is one of the world’s leading luxury goods firms. The New York-based company was established in 1965, and encompasses a full line of women’s accessories, bridal, children’s wear, fragrance, beauty and home goods, in addition to its internationally renowned signature women’s ready to wear collection. Oscar de la Renta products are sold globally in fine department and specialty stores, www.oscardelarenta.com and through wholesale channels.
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Rochas— In 2015, we acquired the Rochas brand from The Procter & Gamble Company. Founded by Marcel Rochas in 1925, the brand began as a fashion house and expanded into perfumery in the 1950s under Hélène Rochas’ direction.
Our first new fragrance for Rochas, Mademoiselle Rochas, had a successful launch in 2017 in its traditional markets of France and Spain. Over the next few years, we debuted flankers for legacy scents Eau de Rochas and Mademoiselle Rochas, plus others and in 2018 we launched our first new men’s line, Rochas Moustache. Byzance debuted in early 2020 and Rochas Girl in 2021, and the first flanker for both will come to market in 2022 as well as one for L’Homme Rochas.
Salvatore Ferragamo— In October 2021, we closed on a transaction agreement with Salvatore Ferragamo S.p.A., whereby an exclusive and worldwide 10-year license was granted for the production and distribution of Ferragamo brand perfumes, with a 5-year optional term if certain conditions are met. Salvatore Ferragamo S.p.A. is the parent company of the Salvatore Ferragamo Group, one of the world’s leaders in the luxury industry and whose origins date back to 1927. Named after its founder, the brand still represents and lives by the original values of Salvatore Ferragamo.The uniqueness and exclusivity of its creations, along with the perfect blend of style, creativity and innovation enriched by the quality and superior craftsmanship of the ‘Made in Italy’ tradition, have always been the hallmarks of the Salvatore Ferragamo’s products notably shoes, leather goods, apparel, silk products and other accessories for men and women.
The current fragrance lineup includes Storie di Seta, a new collection of four refined, luminous olfactory works of art. Each fragrance is made with rare, sustainable raw materials, and can be worn alone or in combination, creating a personalized multifaceted scent. The genderless collection is comprised of four fragrances in four colors. Four exclusive motifs drawn from the House’s textile heritage adorn each flacon. Established scents in the Ferragamo portfolio include Ferragamo, a collection of fragrances for men, Signoria, a collection of fragrances for women, the Tuscan Creations series, the Amo series and the Uomo series.
S.T. Dupont— In 1997, we signed an exclusive worldwide license agreement with S.T. Dupont for the creation, manufacture and distribution of S.T. Dupont fragrances. The license agreement had been renewed several times and is now renewed annually, without any material changes in terms and conditions. S.T. Dupont is a French luxury goods house founded in 1872, which is known for its fine writing instruments, lighters and leather goods. S.T. Dupont fragrances include S.T. Dupont pour Femme, S.T. Dupont pour Homme, Pure and S.T. Dupont Collection.
Van Cleef & Arpels— In 2018, we renewed its license agreement for an additional six years with Van Cleef & Arpels for the creation, development, and distribution of fragrance products through December 2024. Our initial 12-year license agreement with Van Cleef & Arpels was signed in 2006.
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Van Cleef & Arpels fragrances in current distribution include: First and Collection Extraordinaire. Sales of the Collection Extraordinaire line have experienced continued growth since its debut. We continue to introduce new additions to the Van Cleef & Arpels Collection Extraordinaire assortment annually, including Oud Blanc, in 2020 and Réve de Matiere in 2021. Patchouli Blanc is the new additions to the Collection Extraordinaire, scheduled for 2022. Founded in 1896, Van Cleef & Arpels is a French luxury jewelry company owned by Richemont Holdings Limited.
Business Strategy
Focus on prestige beauty brands. Prestige beauty brands are expected to contribute significantly to our growth. We focus on developing and launching quality fragrances utilizing internationally renowned brand names. By identifying and concentrating in the most receptive market segments and territories where our brands are known, and executing highly targeted launches that capture the essence of the brand, we have had a history of successful launches. Certain fashion designers and other licensors choose us as a partner, because our Company’s size enables us to work more closely with them in the product development process as well as our successful track record.
Grow portfolio brands through new product development and marketing. We grow through the creation of fragrance family extensions within the existing brands in our portfolio. Every year or two, we create a new family of fragrances for each brand in our portfolio. We frequently introduce seasonal and limited edition fragrances as well. With new introductions, we leverage our ability and experience to gauge trends in the market and further leverage the brand name into different product families in order to maximize sales and profit potential. We have had success in introducing new fragrance families (sub-brands, flanker brands or flankers) within our brand franchises. Furthermore, we promote the performance of our prestige fragrance operations through knowledge of the market, detailed analysis of the image and potential of each brand name, and a highly professional approach to international distribution channels.
Continue to add new brands to our portfolio, through new licenses or acquisitions. Prestige brands are the core of our business, and we intend to add new prestige beauty brands to our portfolio. Over the past 30 years, we have built our portfolio of well-known prestige brands through acquisitions and new license agreements. We intend to further build on our success in prestige fragrances and pursue new licenses and acquire new brands to strengthen our position in the prestige beauty market. To that end, in 2020, we signed a new license for the Moncler brand. We also acquired a minority interest in Divabox, which owns the Origines-parfums online platform. As a website of reference for all selective fragrance brands, Origines-parfums is a key French player in the online beauty market recognized for its customer relationship expertise. This acquisition enhances the introduction of dedicated fragrance lines and products designed to address a specific consumer demand for this distribution channel and accelerate our digital development. During 2021, we closed on a transaction agreement with Salvatore Ferragamo S.p.A., whereby an exclusive and worldwide license was granted for the production and distribution of Ferragamo brand perfumes. In 2021, we also entered into a long-term global licensing agreement for the creation, development and distribution of fragrances and fragrance-related products under the Donna Karan and DKNY brands. This exclusive license becomes effective on July 1, 2022. As of December 31, 2021, we had cash, cash equivalents and short-term investments of approximately $320 million, which we believe should assist us in entering new brand licenses or out-right acquisitions. We identify prestige brands that can be developed and marketed into a full and varied product families and, with our technical knowledge and practical experience gained over time, take licensed brand names through all phases of concept, development, manufacturing, marketing and distribution.
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Expand existing portfolio into new categories. We selectively broaden our product offering beyond the fragrance category and offer other fragrance related products and personal care products under some of our existing brands. We believe such product offerings meet customer needs and further strengthen customer loyalty.
Continue to build global distribution footprint. Our business is a global business, and we intend to continue to build our global distribution footprint. In order to adapt to changes in the environment and our business, in addition to our arrangements with third party distributors globally, we are operating distribution subsidiaries or divisions in the major markets of the United States, France and Spain for distribution of prestige fragrances. We may look into future joint arrangements or acquire distribution companies within other key markets to distribute certain of our prestige brands. While building a global distribution footprint is part of our long-term strategy, we may need to make certain decisions based on the short-term needs of the business. We believe that in certain markets, vertical integration of our distribution network may be one of the keys to future growth of our Company, and ownership of such distribution should enable us to better serve our customers’ needs in local markets and adapt more quickly as situations may determine.
Production and Supply
The stages of the development and production process for all fragrances are as follows:
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Simultaneous discussions with perfume designers and creators (includes analysis of esthetic and olfactory trends, target clientele and market communication approach) |
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Concept choice |
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Produce mock-ups for final acceptance of bottles and packaging |
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Receive bids from component suppliers (glass makers, plastic processors, printers, etc.) and packaging companies |
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Choose suppliers |
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Schedule production and packaging |
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Issue component purchase orders |
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Follow quality control procedures for incoming components; and |
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Follow packaging and inventory control procedures. |
Suppliers who assist us with product development include, but are not limited to:
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Independent perfumery design companies (Aesthete, Carré Basset, PI Design, Cent Degres) |
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Perfumers (IFF, Givaudan, Firmenich, Robertet, Takasago, Mane) which create a fragrance consistent with our expectations and, that of the fragrance designers and creators |
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Fillers (Voyant, CPFPI, Omega Packaging, Societe de Diffusion de Produits de Parfumerie, TSM Brands) |
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Bottle manufacturers (Pochet du Courval, Verescence, Verreries Brosse, Bormioli Luigi, Stoelzle Masnières, Heinz), caps (Qualipac, ALBEA, RPC, Codiplas, LF Beauty, Texen Group, S.A.R.L. J3P SBG Packaging Group), Pumps (Silgan Dispensing Systems Thomaston Corp, Rexam) or boxes (Autajon, MMPP, Nortier, Draeger) |
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Production specialists who carry out packaging (CCI, Edipar, Jacomo, Societe de Diffusion de Produits de Parfumerie, MF Productions, Biopack) or logistics (Bansard and Bolloré Logistics for storage, order preparation and shipment) |
Suppliers’ accounts for our European operations are primarily settled in euro and for our United States operations, suppliers’ accounts are primarily settled in U.S. dollars. For our European operations components for our prestige fragrances are purchased from many suppliers around the world and are primarily manufactured in France.
For United States operations, components for our prestige fragrances are sourced from many suppliers around the world and are primarily manufactured in the United States. Additionally, we occasionally utilize third party manufacturers in France, China and Turkey.
Environmental and Social Governance
Both our U.S. operations and our European operations are good corporate citizens and take our responsibilities seriously. We comply with all applicable laws, rules and regulations in general, and in particular with regard to chemicals and hazardous materials. From procurement of components to distribution of finished products, we act as a good corporate citizen and monitor and comply with all legal requirements.
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Interparfums SA, our European operations with their headquarters in Paris, has improved its rating in 2021 as the result of improvements in the 2021 Gaïa Index over the past three years:
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2018 |
2019 |
2020 |
ESG Rating |
67 |
71 |
74 |
This index assesses the Environmental and Social Governance (“ESG”) performance of the top small and medium enterprises for French companies with revenue between €150-500 million.
Interparfums SA also applies a comprehensive approach addressing issues of corporate, environmental and social responsibility and transparency. Interparfums SA complies with IS 22716, International Standards for Good Manufacturing Practices, with all aspects of the manufacturing process, including receiving of raw materials and packaging materials, production and quality control. In this regulatory environment, regular audit campaigns are carried out for all packaging plants by the quality department based on the ISO 22716 standard in place. The ultimate purpose of these audits is to ensure that packaging service providers maintain a good level of traceability for their activities. All plant activities were reviewed: receiving process for raw materials and packaging materials, manufacturing, packaging and quality controls. These reports demonstrated that Interparfums SA’s subcontractors comply with ISO 22716 Good Manufacturing Practices and in particular traceability requirements for all perfume production operations. It is also in compliance with EU directive entitled Regulation on Registration, Evaluation, Authorization and Restriction of Chemicals (“REACH”), which governs and regulates the safe use of chemicals. Although not a manufacturer, per se, Interparfums SA has taken the initiative and monitors its suppliers for compliance with REACH, and has commitments from each of them concerning “Substances of Very High Concern” as listed in appendix XIV of REACH. No supplier of Interparfums SA has advised it of any such hazardous materials in any of Interparfums products to date.
Interparfums SA monitors the outsourcing of the entire production process of its manufacturing partners with expertise and accountable leadership in their respective areas. These include producers of juice, glass, caps and cardboard boxes and packaging companies. We take environmental issues into account at each of these phases, and in particular regarding the choice of materials used for components, waste management and reducing the carbon footprint.
In addition, Interparfums SA has been equipped with a high environmental quality warehouse since 2011. Its supply chain and operations department is integrating a more “optimized eco-design” dimension into its product development process. This process will increase the use of more environmentally friendly materials, reduce weight and size of glass, cardboard and plastics, and replace certain materials with recycled or bio-sourced materials. Interparfums SA intends to build a comprehensive approach based upon the framework provided by the widely used UN Sustainable Development Goals. With these goals in mind, Interparfums SA has established a Corporate Social Responsibility (“CSR”) Executive Committee, which is currently working on a strategy in this area that will include 3 or 4 major issues and company related goals.
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In the U.S. we are also a good corporate citizen. Like our French subsidiary, we are not a true manufacturer, but we regularly monitor our subcontractors, suppliers and fillers for their compliance. In addition, our subcontractors and fillers are subject to inspection and audit from our various licensors for compliance with all aspects of law. One of our largest pump manufacturers is the recipient of a 2021 Gold Medal from EcoVadis for Sustainability and a 2020 Bronze Medal from EcoVadis for its corporate social responsibility rating, and a large glass bottle manufacturer was awarded gold metals from EcoVadis for its corporate social responsibility rating two years in a row. In addition in 2021, a large glass bottle manufacturer received an “A” rating for leadership in corporate sustainability by a global environmental non-profit group, ranking ‘A’ for tackling water security and ‘A-’ for leading effort against climate change.
In our U.S. operations, we do not use any banned ingredients or components and use sustainable ingredients where practicable. Some componentry (glass/folding cartons) is also recyclable where practicable. For example, our Abercrombie & Fitch Away fragrance uses glass and folding cartons that are 100% recyclable, and the carton liner is 100% recyclable and biodegradable. We are also licensed to use the “Green Dot” logo on our packaging, and that licensing fee goes towards packaging recycling efforts of consumer goods. Lastly, our product development team works with our fragrance houses – all very sustainable in their own right – to incorporate sustainably sourced ingredients in the fragrance oils used.
In addition to our production operations complying with applicable law, our managers, supervisors and traffic coordinators in our New Jersey distribution center undergo the following training in order for us to comply with Dangerous Goods Regulations. Compliance requires training and certification to deal in hazardous materials to prevent damage to the environment. The two main certifications are:
International Maritime Dangerous Goods (IMDG) Dangerous Goods Training – 3 year Certification for Ocean Shipment and International Air Transport Association (IATA) Dangerous Goods Training – 2 year Certification for Global Air Shipments.
Further, our distribution center in New Jersey has in-rack sprinklers to accommodate our hazardous material products. Our fragrances, Class 9 – Consumer Commodity ID8000, are registered with American Chemistry Council, Inc. (known in the chemicals industry as Chemtrec). Chemtrec has a 24/7 hazardous materials emergency communications center, which provides immediate assistance for incidents involving hazardous materials of any kind.
Marketing and Distribution
Our products are distributed in over 120 countries around the world through a selective distribution network. For our international distribution, we either contract with independent distribution companies specializing in luxury goods or distribute prestige products through our distribution subsidiaries. In each country, we designate anywhere from one to three distributors on an exclusive basis for one or more of our name brands. We also distribute our products through a variety of duty free operators, such as airports and airlines and select vacation destinations.
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As our business is a global one, we intend to continue to build our global distribution footprint. For distribution of brands within our European based operations we operate through our distribution subsidiaries or divisions in the major markets of the United States, France, Italy and Spain, in addition to our arrangements with third party distributors globally. Our third party distributors vary in size depending on the number of competing brands they represent. This extensive and diverse network together with our own distribution subsidiaries provides us with a significant presence in over 120 countries around the world.
Over 50% of our European based prestige fragrance net sales are denominated in U.S. dollars. We address certain financial exposures through a controlled program of risk management that includes the use of derivative financial instruments. We primarily enter into foreign currency forward exchange contracts to reduce the effects of fluctuating foreign currency exchange rates.
The business of our European operations has become increasingly seasonal due to the timing of shipments by our distribution subsidiaries and divisions to their customers, which are weighted to the second half of the year.
For our United States operations, we distribute product to retailers and distributors in the United States as well as internationally, including duty free and other travel-related retailers. We utilize our in-house sales team to reach our third party distributors and customers outside the United States. In addition, the business of our United States operations has become increasingly seasonal as shipments are weighted toward the second half of the year.
Competition
The market for prestige fragrance products is highly competitive and sensitive to changing preferences and demands. The prestige fragrance industry is highly concentrated around certain major players with resources far greater than ours. We compete with an original strategy, regular and methodical development of quality fragrances for a growing portfolio of internationally renowned brand names.
Inventory
We purchase raw materials and component parts from suppliers based on internal estimates of anticipated need for finished goods, which enables us to meet production requirements for finished goods. We generally ship product to customers within 72 hours of the receipt of their orders. 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 or directly to one of those third party fillers, which manufacture the finished products for us and then deliver them to one of our distribution centers.
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Product Liability
Our United States operations maintain product liability coverage in an amount of $10.0 million, and our European operations maintain product liability coverage in an amount of €20 million (approximately $22.7 million). Based upon our experience, we believe this coverage is adequate and covers substantially all of the exposure we may have with respect to our products. We have never been the subject of any material product liability claims.
Government Regulation
A fragrance is defined as a “cosmetic” under the Federal Food, Drug and Cosmetics Act. A fragrance must comply with the labeling requirements of this FDC Act as well as the Fair Packaging and Labeling Act and its regulations. In addition, various jurisdictions prohibit the use of certain ingredients in fragrances and cosmetics.
Our fragrance products that are manufactured or sold in Europe are subject to certain regulatory requirements of the European Union, such as Regulation number 1223/2009 on cosmetic products, and products sold in the United Kingdom are also subject to United Kingdom cosmetic regulation, but as of the date of this report, we have not experienced any material difficulties in complying with such requirements.
Trademarks
The market for our products depends to a significant extent upon the value associated with our trademarks and brand names. We have licenses or other rights to use, or own, the material trademark and brand name rights used in connection with the packaging, marketing and distribution of our major products both in the United States and in other countries where such products are principally sold. Therefore, trademark and brand name protection are important to our business. Although most of the brand names we license, use or own are registered in the United States and in certain foreign countries in which we operate, we may not be successful in asserting trademark or brand name protection. In addition, the laws of certain foreign countries may not protect our intellectual property rights to the same extent as the laws of the United States. The costs required to protect our trademarks and brand names may be substantial.
Under various license and other agreements, we have the right to use certain registered trademarks throughout the world for fragrance products. These registered trademarks include:
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Abercrombie & Fitch |
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Anna Sui |
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bebe |
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Boucheron |
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Coach |
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Dunhill |
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Emanuel Ungaro |
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French Connection |
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Graff |
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GUESS |
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Hollister |
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Jimmy Choo |
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Kate Spade |
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Lily Aldridge |
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Karl Lagerfeld |
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MCM |
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Moncler |
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Montblanc |
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Oscar de la Renta |
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Salvatore Ferragamo |
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S.T. Dupont |
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Van Cleef & Arpels |
In addition, we are the registered owner of several trademarks for fragrance and beauty products, including:
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Rochas |
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Lanvin |
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Intimate |
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Aziza |
Human Capital
As of January 1, 2022, we had 467 full-time employees worldwide. Of these, 298 are full-time employees of our European operations, with 120 employees engaged in sales activities and 178 in administrative, production and marketing activities. Our United States operations have 169 employees, and of these, 22 were engaged in sales activities and 149 in administrative, production and marketing activities. Other than for the employees of our new wholly-owned subsidiary, Interparfums Italia srl, we do not have collective bargaining agreements relating to any of our employees, and we believe the collective bargaining agreement for our employees of Interparfums Italia Srl will not have a material adverse effect on our operations. We strive to maintain an inclusive environment free from discrimination of any kind, including sexual or other discriminatory harassment and, believe that our relationship with our employees is good.
Our employees are one of our most valuable assets, and fostering long-term relationships are beneficial to the continuity of our business. After experience and expertise in the respective fields of employment, we look for dedication and loyalty among our employees, as we believe having long-term staff members benefits our company. All of our executive officers have been with us for more than twenty years, and we have several senior and upper level staff members, who have also been with us long term. These long-term executives and employees believe that our company and their co-workers are an extended family. Their efforts and dedication are what allow our company to prosper.
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The safety of our employees is of paramount importance to us. In the early stages of the COVID-19 pandemic we experienced brief closures at all of our locations, and adapted to working remotely. Upon reopening, we implemented prevention protocols to minimize the spread of COVID-19 in our workplaces. These protocols, which remain in place, are in compliance with the Centers for Disease Control guidelines and state requirements.
Item 1A. Risk Factors.
You should carefully consider these material risk factors before you decide to purchase or sell shares of our common stock. These factors could cause our future results to differ materially from those expressed or implied in forward-looking statements made by us. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.
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Fragrance Business, Brand Names and Intellectual Property |
We are dependent upon the continuation and renewal of various licenses and other agreements for a significant portion of our sales, and the loss of one or more licenses or agreements could have a material adverse effect on us.
All of our rights relating to prestige fragrance brands, other than Lanvin and Rochas, are derived from licenses or other agreements from unaffiliated third parties, and our business is dependent upon the continuation and renewal of such licenses and other agreements on terms favorable to us. Each license or agreement is for a specific term and may have additional optional terms. Generally, each license is subject to us making required royalty payments (which are subject to certain minimums), minimum advertising and promotional expenditures and meeting minimum sales requirements. Other agreements are generally subject to meeting minimum sales requirements. Just as the loss of a license or other significant agreement may have a material adverse effect on us, a renewal on less favorable terms may also negatively impact us.
If we are unable to acquire or license additional brands or obtain the required financing for these agreements and arrangements, then the growth of our business could be impaired.
Our future expansion through acquisitions or new product license or distribution arrangements, if any, will depend upon the capital resources and working capital available to us. Further, we may be unable to obtain financing or credit that we may require for additional licenses, acquisitions or other transactions. We may be unsuccessful in identifying, negotiating, financing and consummating such acquisitions or arrangements on terms acceptable to us, or at all, which could hinder our ability to increase revenues and build our business. Just as the loss of a license or other significant agreement may have a material adverse effect on us, our failure to acquire rights to new brands may also negatively impact us.
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We may engage in future acquisitions that we may not be able to successfully integrate or manage. These acquisitions may dilute our stockholders and cause us to incur debt and assume contingent liabilities.
We continuously review acquisition prospects that would complement our current product offerings, increase our size and geographic scope of operations or otherwise offer growth and operating efficiency opportunities. The financing, if available, for any of these acquisitions could significantly dilute our stockholders and/or result in an increase in our indebtedness. We may acquire or make investments in businesses or products in the future, and such acquisitions may entail numerous integration risks and impose costs on us, including:
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difficulties in assimilating acquired operations or products, including the loss of key employees from acquired businesses |
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diversion of management’s attention from our core business |
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adverse effects on existing business relationships with suppliers and customers |
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risks of entering markets in which we have no or limited prior experience |
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dilutive issuances of equity securities |
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incurrence of substantial debt |
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assumption of contingent liabilities |
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incurrence of significant amortization expenses related to intangible assets and the potential impairment of acquired assets and |
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incurrence of significant immediate write-offs. |
Our failure to successfully complete the integration of any acquired business could have a material adverse effect on our business, financial condition and operating results.
Joint arrangements or strategic alliances in geographic markets in which we have limited, or no prior experience may expose us to additional risks.
We review, and from time to time may establish, arrangements and strategic alliances that we believe would complement our current product offerings, increase the size and geographic scope of our operations or otherwise offer growth and operating efficiency opportunities. These business relationships may require us to rely on the local expertise of our partners with respect to market development, sales, local regulatory compliance and other matters. Further, there may be challenges with ensuring that such arrangements or strategic alliances implement the appropriate internal controls to ensure compliance with the various laws and regulations applicable to us as a U.S. public company. Accordingly, in addition to commercial and operational risk, these arrangements and strategic alliances may entail risks such as reputational risk and regulatory compliance risk. In addition, there can be no assurance that we will be able to identify suitable alliance or candidates, that we will be able to consummate any such alliances or arrangements on favorable terms, or that we will realize the anticipated benefits of entering into any such alliances or arrangements.
23
If we are unable to protect our intellectual property rights, specifically trademarks and brand names, our ability to compete could be negatively impacted.
The market for our products depends to a significant extent upon the value associated with trademarks and brand names that we license, use or own. We have licenses or other rights to use, or own the material trademark and brand name rights in connection with the packaging, marketing and distribution of our major products both in the United States and in other countries where such products are principally sold. Therefore, trademark and brand name protection are important to our business. Although most of the brand names we license, use or own are registered in the United States and in certain foreign countries in which we operate, we may not be successful in asserting trademark or brand name protection. In addition, the laws of certain foreign countries may not protect our intellectual property rights to the same extent as the laws of the United States. The costs required to protect our trademarks and brand names may be substantial.
If our intangible assets, such as trademarks and licenses, become impaired, we may be required to record a significant non-cash charge to earnings which would negatively impact our results of operations.
Under United States generally accepted accounting principles, we review our intangible assets, including our trademarks and licenses, for impairment annually in the fourth quarter of each fiscal year, or more frequently if events or changes in circumstances indicate the carrying value of our intangible assets may not be fully recoverable. The carrying value of our intangible assets may not be recoverable due to factors such as reduced estimates of future cash flows, including those associated with the specific brands to which intangibles relate, or slower growth rates in our industry. Estimates of future cash flows are based on a long-term financial outlook of our operations and the specific brands to which the intangible assets relate. However, actual performance in the near-term or long-term could be materially different from these forecasts, which could impact future estimates and the recorded value of the intangibles. Any significant impairment to our intangible assets would result in a significant charge to earnings in our financial statements during the period in which the impairment is determined to exist.
The illegal distribution and sale by third parties of counterfeit versions of the Company’s products or the unauthorized diversion by third parties of the Company’s products could have an adverse effect on the Company’s revenues and a negative impact on the Company’s reputation and business.
Third parties may illegally distribute and sell counterfeit versions of the Company’s products. These counterfeit products may be inferior in terms of quality and other characteristics compared to the Company’s authentic products and/or the counterfeit products could pose safety risks that the Company’s authentic products would not otherwise present to consumers. Consumers could confuse counterfeit products with the Company’s authentic products, which could damage or diminish the image, reputation and/or value of the Company’s brands and cause consumers to refrain from purchasing the Company’s products in the future. In addition, the sale of the Company’s prestige products through non-authorized “grey market” channels could damage or diminish the image, reputation and/or value of the Company’s brands and could adversely affect the Company’s revenues and have a negative impact on the Company’s reputation.
24
Our success depends on our ability to operate our business without infringing, misappropriating or otherwise violating the trademarks, patents, copyrights and proprietary rights of other parties.
Our commercial success depends at least in part on our ability to operate without infringing, misappropriating or otherwise violating the trademarks, patents, copyrights and other proprietary rights of others. However, we cannot be certain that the conduct of our business does not and will not infringe, misappropriate or otherwise violate such rights. Many companies have employed intellectual property litigation as a way to gain a competitive advantage, and to the extent we gain greater visibility and market exposure, we may also face a greater risk of being the subject of such litigation. For these and other reasons, third parties may allege that our products, services or activities infringe, misappropriate or otherwise violate their trademark, patent, copyright or other proprietary rights. Defending against allegations and litigation could be expensive, take significant time, divert management’s attention from other business concerns, and delay getting our products to market. In addition, if we are found to be infringing, misappropriating or otherwise violating third party trademark, patent, copyright or other proprietary rights, we may need to obtain a license, which may not be available on commercially reasonable terms or at all, or redesign or rebrand our products, which may not be possible. We may also be required to pay substantial damages or be subject to a court order prohibiting us and our customers from selling certain products or engaging in certain activities. Our inability to operate our business without infringing, misappropriating or otherwise violating the trademarks, patents, copyrights and proprietary rights of others could therefore have a material adverse effect on our business, financial condition and results of operations.
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COVID-19 Pandemic and Economic Downturn |
Although in 2021 we have weathered the COVID-19 pandemic and its effects to date, if the pandemic continues or worsens, it may 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:
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In 2020, we experienced an overall 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 were negatively affected by shelter-in-place regulations and closings of retailers around the world. We believe the most significant impact occurred in the second quarter of 2020, as we generated sales increases in the third and fourth quarter as compared to the second quarter of 2020, and had a record year for sales in 2021. However, to date we have experienced issues in our supply chain caused by the COVID-19 pandemic and government imposed mandates. Also, estimates of future sales, even in the short term may be difficult to determine due to the uncertainty created by the COVID-19 variants. In several major markets, such as the United States, the European Union and the United Kingdom, we have seen spikes in infections and increases in hospitalizations, which resulted in governments reimposing certain restrictions on the public. If the COVID-19 pandemic further intensifies, its negative impacts on our sales could be more prolonged and may become more severe. |
25
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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 decrease in demand for our products. |
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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. |
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As a result of the COVID-19 pandemic, in all jurisdictions in which we operate we are following guidance as well as requirements from authorities and health officials in allowing our teams to gradually return to our offices, including, requiring personnel to wear masks and other protective clothing as appropriate, and implementing additional cleaning and sanitization routines at our offices and distribution centers. However, we may experience reductions in productivity and disruptions to our business routines while such guidance and restrictions remain in place. |
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Considerable uncertainty remains regarding this pandemic, including measures being taken by various authorities and others in response to the pandemic. As we continue to monitor COVID-19 developments, including the impacts on our consumers, customers and suppliers, we have taken and will continue to take further measures. Some of the actions we take could adversely impact our business, and there is no certainty that our actions will be sufficient to mitigate the risks and the impacts of COVID-19. |
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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. |
26
Consumers may reduce discretionary purchases of our products as a result of a general economic downturn.
We believe that a high degree of global economic uncertainty could have a further negative effect on consumer confidence, demand and spending. In addition, we believe that consumer spending on beauty products is influenced by general economic conditions and the availability of discretionary income. Accordingly, we may experience sustained periods of declines in sales during periods of economic downturn as it may affect consumer purchasing patterns. In addition, a further general economic downturn may result in further reduced traffic in our customers’ stores which may, in turn, result in reduced net sales to our retail store customers. Any further material reduction in our sales could have a material adverse effect on our business, financial condition and operating results.
An outbreak of any other disease, epidemic or pandemic, or similar public health threat on the scope of COVID-19, could have a material adverse impact on the Company’s business, operating results and financial condition.
An outbreak of disease, epidemic or pandemic, or similar public threat on the scope of COVID-19, or fear of such an event, that negatively impacts consumer spending on our products could have a material adverse impact on the Company’s business, financial condition and operating results. Like most companies doing business around the globe, ours is being impacted by the coronavirus. There are many unknowns as to the duration and severity of the situation which we are closely monitoring. As a result of the trends starting in 2020 and continuing through today that we have seen, there has been solely a modest increase in air travel and consumer traffic in key shopping and tourist areas from the 2020 pandemic caused lockdowns. The extent and potential short and long-term impact of the coronavirus on the Company’s operational and financial performance will depend on future developments, including the duration and spread of the outbreak, our customers’ willingness to travel and purchase our products, and the impact on our supply chain and the financial markets, all of which are highly uncertain and cannot be predicted.
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Global Operations |
We are subject to risks related to our foreign operations, and a disruption in our operations or supply chain could adversely affect our business and financial results.
We operate on a global basis, with a substantial portion of our net sales and net income generated outside the United States, and we anticipate for the foreseeable future that a substantial portion of our net sales and net income will be generated outside the United States. A substantial portion of our cash, cash equivalents and short-term investments that result from these earnings remain outside the United States. As a company engaged in manufacturing and distribution on a global scale, we are subject to many risks and uncertainties, including:
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changes in foreign laws, regulations and policies, including restrictions on trade, import and export license requirements, and tariffs and taxes, as well as changes in United States laws and regulations relating to foreign trade and investment; and |
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industrial accidents, environmental events, strikes and other labor disputes, disruptions in supply chain or information technology, loss or impairment of key manufacturing sites or suppliers, product quality control, safety, as well as natural disasters, adverse weather conditions, social, economic and geopolitical conditions, such as terrorist attacks, war or other military action and other external factors over which we have no control. |
27
These risks could have a material adverse effect on our business, prospects, results of operations and financial condition.
Terrorist attacks, acts of war or military actions, other civil unrest or natural disasters may adversely affect territories in which we operate, and therefore affect our business, financial condition and operating results.
Terrorist attacks such as those that have occurred in Paris, France where we have our European headquarters, amongst other locations, and attempted terrorist attacks, military responses to terrorist attacks, other military actions, or governmental action in response to or in anticipation of a terrorist attack, or civil unrest as occurring in the Middle East, Ukraine and Africa or natural disasters, may adversely affect prevailing economic conditions. These events could result in work stoppages, reduced consumer spending or reduced demand for our products. These developments subject our worldwide operations to increased risks and, depending on their magnitude, could reduce net sales and therefore could have a material adverse effect on our business, financial condition and operating results.
The loss of or disruption in our distribution facilities could have a material adverse effect on our business, financial condition and operating results.
We currently have several distribution facilities in Europe, China and the United States. The loss of any of those facilities, as well as the inventory stored in those facilities, would require us to find replacement facilities and assets. In addition, acts of God, such as extreme weather conditions, natural disasters and the like or terrorist attacks, could disrupt our distribution operations. If we cannot replace our distribution capacity and inventory in a timely, cost-efficient manner, then such failure could have a material adverse effect on our business, financial condition and operating results.
Changes in foreign tax provisions, the adoption of new tax legislation or exposure to additional tax liabilities could affect our profitability and cash flows.
In addition to being subject to taxation in the United States, we are subject to income and other taxes in other foreign jurisdictions. Our effective tax rate in the future could be adversely affected by changes to our operating structure, changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws and the discovery of new information in the course of our tax return preparation process. From time to time, tax proposals are introduced or considered by the United States Congress or the legislative bodies in foreign jurisdictions that could also affect our tax rate, the carrying value of our deferred tax assets, or our other tax liabilities. Our tax liabilities are also affected by the amounts we charge for inventory, services, licenses, funding, cross-jurisdictional transfer pricing, and other items in intercompany transactions. A negative determination or ultimate disposition in any tax audit, changes in tax laws or tax rates, or the ability to utilize our deferred tax assets could materially affect our tax provision, net income and cash flows in future periods.
28
The international character of our business renders us subject to fluctuation in foreign currency exchange rates and international trade tariffs, barriers and other restrictions.
A substantial portion of our European operations’ net sales (over 50%) are sold in U.S. dollars. In an effort to reduce our exposure to foreign currency exchange fluctuations, we engage in a controlled program of risk management that includes the use of derivative financial instruments for all major currencies with which we operate. Despite such actions, fluctuations in foreign currency exchange rates for the U.S. dollar, particularly with respect to the euro, could have a material adverse effect on our operating results. Possible import, export, tariff and other trade barriers, which could be imposed by the United States, the European Union or other countries might also have a material adverse effect on our operating results.
Changing political conditions could adversely impact our business and financial results.
Changes in the political conditions in markets in which we manufacture, sell or distribute our products may be difficult to predict and may adversely affect our business and financial results. In addition, results of elections, referendums or other political processes in certain markets in which our products are manufactured, sold or distributed could create uncertainty regarding how existing governmental policies, laws and regulations may change, including with respect to sanctions, taxes, the movement of goods, services, capital and people between countries and other matters. The potential implications of such uncertainty, which include, among others, exchange rate fluctuations, tariffs, trade barriers and market contraction, could adversely affect the Company’s business and financial results.
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Operational Risks |
We are dependent upon Messrs. Jean Madar and Philippe Benacin, and the loss of their services could harm our business.
Jean Madar, our Chief Executive Officer, and Philippe Benacin, our President, and Chief Executive Officer of Interparfums SA, are responsible for day-to-day operations as well as major decisions. Termination of their relationships with us, whether through death, incapacity or otherwise, could have a material adverse effect on our operations, and we cannot assure you that qualified replacements can be found.
Our reliance on third party manufacturers could have a material adverse effect on us.
We rely on outside sources to manufacture our fragrances and cosmetics. The failure of such third party manufacturers to deliver either compliant, quality components or finished goods on a timely basis could have a material adverse effect on our business. Although we believe there are alternate manufacturers available to supply our requirements, we cannot assure you that current or alternative sources will be able to supply all of our demands on a timely basis. We do not intend to develop our own manufacturing capacity. As these are third parties over whom we have little or no control, the failure of such third parties to provide components or finished goods on a timely basis could have a material adverse effect on our business, financial condition and operating results.
29
Our reliance on third party distributors could have a material adverse effect on us.
We sell a substantial percentage of our prestige fragrances through independent distributors specializing in luxury goods. Given the growing importance of distribution, we have modified our distribution model by owning a controlling interest in certain of our distributors within key markets. However, we have little or no control over third party distributors and the failure of such third parties to provide services on a timely basis could have a material adverse effect on our business, financial condition and operating results. In addition, if we replace existing third party distributors with new third party distributors or with our own distribution arrangements, then transition issues could have a material adverse effect on our business, financial condition and operating results.
Our business is subject to governmental regulation, which could impact our operations.
Fragrance products must comply with the labeling requirements of the Federal Food, Drug and Cosmetics Act as well as the Fair Packaging and Labeling Act and their regulations. In addition, various jurisdictions prohibit the use of certain ingredients in fragrances and cosmetics.
Our fragrance products that are manufactured or sold in Europe are subject to certain regulatory requirements of the European Union and the United Kingdom, such as the EU Regulation number 1223/2009 on cosmetic products and United Kingdom cosmetic regulations, but as of the date of this report, we have not experienced any material difficulties in complying with such requirements.
However, we cannot assure you that, should we use proscribed ingredients in our fragrance products that we develop or market, or develop or market fragrance products with different ingredients, or should existing regulations or requirements be revised, we would not in the future experience difficulty in complying with such requirements, which could have a material adverse effect on our results of operations.
Our business could be negatively impacted by social impact and sustainability matters.
There has been continues to be an increased focus from certain investors, customers, consumers, employees, and other stakeholders concerning social impact and environmental matters. From time to time, we may announce certain initiatives, including goals and commitments, regarding environmental matters, packaging, responsible sourcing and corporate social responsibility. We could fail, or be perceived to fail, in our achievement of such initiatives, or in accurately reporting our progress on such initiatives. Such failures could be due to changes in distribution channels, new licenses or other acquisitions. Moreover, the standards by which corporate social responsibility are measured are developing and evolving, and certain areas are subject to assumptions that could change over time. In addition, we could be criticized for the scope of our initiatives or goals or perceived as not acting responsibly in connection with these matters. Any of such matters could have a material adverse effect on our business.
30
Our business is subject to seasonal variability.
Our business is somewhat seasonal due to the timing of shipments to our customers, which are weighted to the second half of the year. Accordingly, our financial performance, sales, working capital requirements, cash flow and borrowings generally experience variability during the third and fourth quarters.
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Fragrance Markets |
The success of our products is dependent on public taste.
Our revenues are substantially dependent on the success of our products, which depends upon, among other matters, pronounced and rapidly changing public tastes, factors which are difficult to predict and over which we have little, if any, control. In addition, we have to develop successful marketing, promotional and sales programs in order to sell our fragrances and fragrance related products. If we are not able to develop successful marketing, promotional and sales programs, then such failure will have a material adverse effect on our business, financial condition and operating results.
We are subject to extreme competition in the fragrance industry.
The market for fragrance products is highly competitive and sensitive to changing market preferences and demands. Many of our competitors in this market are larger than we are and have greater financial resources than are available to us, potentially allowing them greater operational flexibility. Our success in the prestige fragrance industry is dependent upon our ability to continue to generate original strategies and develop quality products that are in accord with ongoing changes in the market.
If there is insufficient demand for our existing fragrance products, or if we do not develop future strategies and products that withstand competition or we are unsuccessful in competing on price terms, then we could experience a material adverse effect on our business, financial condition and operating results.
Changes in laws, regulations and policies that affect our business could adversely affect our financial results.
Our business is subject to numerous laws, regulations and policies. Changes in the laws, regulations and policies, including the interpretation or enforcement thereof, that affect, or will affect, our business, including changes in accounting standards, tax laws and regulations, environmental or climate change laws, regulations or accords, trade rules and customs regulations, or increased cosmetics regulation, and the outcome and expense of legal or regulatory proceedings, and any action we may take as a result could adversely affect our financial results.
31
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General Risk Factors |
Our success depends, in part, on the quality and safety of our products.
Our success depends, in part, on the quality and safety of our products. If our products are found to be defective or unsafe, or if they otherwise fail to meet our consumers’ standards, then our relationships with customers or consumers could suffer, the appeal of one or more of our brands could be diminished, and we could lose sales and/or become subject to liability claims, any of which could result in a material adverse effect on our business, results of operations and financial condition.
Our failure to protect our reputation, or the failure of our partners to protect their reputations, could have a material adverse effect on our brand images.
Our ability to maintain our reputation is critical to our various brand images. Our reputation could be jeopardized if we fail to maintain high standards for merchandise quality and integrity or if we, or the third parties with whom we do business, do not comply with regulations or accepted practices. Any negative publicity about these types of concerns may reduce demand for our merchandise. Failure to comply with ethical, social, product, labor and environmental standards, or related political considerations, such as animal testing, could also jeopardize our reputation and potentially lead to various adverse consumer actions, including boycotts. Failure to comply with local laws and regulations, including applicable U.S. trade sanctions, to maintain an effective system of internal controls or to provide accurate and timely financial statement information could also hurt our reputation. We are also dependent on the reputations of our brand partners and licensors, which can be affected by matters outside of our control. Damage to our reputation or the reputations of our brand partners or licensors or loss of consumer confidence for any of these or other reasons could have a material adverse effect on our results of operations, financial condition and cash flows, as well as require additional resources to rebuild our reputation.
Our information systems and websites may be susceptible to outages, hacking and other risks.
We have information systems that support our business processes, including product development, production, marketing, order processing, sales, distribution, finance and intra-company communications. We also have Internet websites in the United States and Europe. These systems may be susceptible to outages due to fire, floods, power loss, telecommunications failures, hacking and similar events. Despite the implementation of network security measures, our systems may be vulnerable to computer viruses, hacking and similar disruptions from unauthorized tampering. The occurrence of these or other events could disrupt or damage our information systems and adversely affect our business and results of operations.
32
The trading prices of our securities periodically may rise or fall based on the accuracy of predictions of our earnings or other financial performance.
Our business planning process is designed to maximize our long-term strength, growth and profitability, not to achieve an earnings target in any particular fiscal quarter. We believe that this longer-term focus is in the best interests of our Company and our stockholders. At the same time, however, we recognize that it may be helpful to provide investors with guidance as to our forecast of annual net sales and diluted earnings per share. Accordingly, we provide guidance as to our expected annual net sales, and diluted earnings per share, which is updated as appropriate throughout the year. While we generally provide updates to our guidance when we report our results each fiscal quarter if called for, we assume no responsibility to update any of our forward-looking statements at such times or otherwise. In addition, longer-term guidance that we may from time to time provide is based on goals that we believe, at the time guidance is given, are reasonably attainable.
In all of our public statements when we make, or update, a forward-looking statement about our sales and/or earnings expectations or expectations regarding other initiatives, we accompany such statements directly, or by reference to a public document, with a list of factors that could cause our actual results to differ materially from those we expect. Such a list is included, among other places, in our earnings press releases (by reference to our periodic filings with the Securities and Exchange Commission) and in our periodic filings with the Securities and Exchange Commission (e.g., in our reports on Form 10-K and Forms 10-Q). These and other factors may make it difficult for outside observers, such as research analysts, to predict what our earnings will be in any given fiscal quarter or year.
Outside analysts and investors have the right to make their own predictions of our financial results for any future period. Outside analysts, however, have access to no more material information about our results or plans than any other public investor, and we do not endorse or adopt their predictions as to our future performance. Nor do we assume any responsibility to correct the predictions of outside analysts or others when they differ from our own internal expectations. If and when we announce actual results that differ from those that outside analysts or others have been predicting, the market price of our securities could be affected. Investors who rely on the predictions of outside analysts or others when making investment decisions with respect to our securities do so at their own risk. We take no responsibility for any losses suffered as a result of such changes in the prices of our securities.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties
United States Operations
We maintain our corporate headquarters and United States operations in approximately 32,000 square feet with a term that expires on December 31, 2029, and have been at the same location in New York City since 1992. We also have a 140,000 square foot distribution center in New Jersey, and this lease expires on October 31, 2025. In addition, we maintain office space in Hong Kong with a lease that expires in June 2023. In August 2019 we opened a small distribution center in Shanghai, China that expires in July 2022, and in October 2021 we leased office space in Florence, Italy with a 6 year term with an option for an additional 6 years for Interparfums Italia srl.
33
European Operations
Our European operations maintain their corporate headquarters on the Champs Elysees in Paris France, with leases for various units that expire from March 2022 to September 2026. We are presently seeking to sublease these offices, due to the planned relocation to the new Paris headquarters in March 2022 as discussed below. Our European operations also maintains a studio and operations departments at a second location in Paris with a lease that now expires on March 31, 2022. United States distribution operations for European operations maintain their headquarters in New York City, with a lease that expires in May 2029. A small office is located Singapore for Asia-Pacific distribution by European operations.
In April 2021, Interparfums SA, completed the acquisition of its future headquarters at 10 rue de Solférino in the 7th arrondissement of Paris from the property developer. This is an office complex combining three buildings connected by two inner courtyards and consists of approximately 40,000 total sq. ft. Interparfums SA intends to relocate its operations to its new headquarters by the end of March 2022.
European operations maintain an approximately 333,700 square foot distribution center located in Criquebeuf sur Seine, France, with a seven year term that expires May 2027 and an option to extend the term for an additional two years.
Interparfums SA has several agreements for warehousing and distribution services which are renewed on an annual basis. Fees payable are partially calculated based upon a percentage of sales, which is customary in the industry.
We believe our office and warehouse facilities are satisfactory for our present needs and those for the foreseeable future.
Item 3. Legal Proceedings
We are not a party to any material lawsuits.
Item 4. Mine Safety Disclosures
Not applicable.
34
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
The Market for Our Common Stock
Our Company’s common stock, $.001 par value per share, is traded on The Nasdaq Global Select Market under the symbol “IPAR”. The following table sets forth in dollars, the range of high and low closing prices for the past two fiscal years for our common stock.
Fiscal 2021 |
High Closing Price |
Low Closing Price |
Fourth Quarter |
106.90 |
75.89 |
Third Quarter |
79.42 |
67.55 |
Second Quarter |
77.95 |
69.96 |
First Quarter |
76.75 |
59.17 |
Fiscal 2020 |
High Closing Price |
Low Closing Price |
Fourth Quarter |
61.08 |
36.63 |
Third Quarter |
49.40 |
36.46 |
Second Quarter |
51.68 |
37.63 |
First Quarter |
75.00 |
34.20 |
As of February 8, 2022, the number of record holders, which include brokers and broker nominees, etc., of our common stock was 32. We believe there are approximately 15,700 beneficial owners of our common stock.
Corporate Performance Graph
The following graph compares the performance for the periods indicated in the graph of our common stock with the performance of the Nasdaq Market Index and the average performance of a group of the Company’s peer corporations consisting of: CCA Industries, Inc., Colgate-Palmolive Co., Estée Lauder Companies, Inc., Inter Parfums, Inc., Kimberly Clark Corp., Natural Health Trends Corp., Procter & Gamble Co., Revlon, Inc., Stephan Co., Summer Infant, Inc. and United Guardian, Inc. The graph assumes that the value of the investment in our common stock and each index was $100 at the beginning of the period indicated in the graph, and that all dividends were reinvested.
35
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among Inter Parfums, Inc., the NASDAQ Composite Index,
and a Peer Group
*$100 invested on 12/31/16 in stock or index, including reinvestment of dividends. Fiscal year ending December 31. |
Below is the list of the data points for each year that corresponds to the lines on the above graph.
|
|
12/16 |
12/17 |
12/18 |
12/19 |
12/20 |
12/21 |
|
|
|
|
|
|
|
|
Inter Parfums, Inc. |
|
100.00 |
135.07 |
207.10 |
233.46 |
195.51 |
349.98 |
NASDAQ Composite |
|
100.00 |
129.64 |
125.96 |
172.17 |
249.51 |
304.85 |
Peer Group |
|
100.00 |
117.42 |
116.63 |
160.22 |
186.70 |
225.46 |
Dividends
In October 2019, our Board of Directors authorized a 20% increase in the annual dividend to $1.32 per share on an annual basis. In April 2020, as a result of the uncertainties raised by the COVID-19 pandemic, the Board of Directors authorized a temporary suspension of the annual cash dividend. In February 2021, our Board of Directors authorized a reinstatement of an annual dividend of $1.00, payable quarterly. In February 2022, our Board of Directors authorized a 100% increase in the annual dividend to $2.00 per share. The next quarterly cash dividend of $0.50 per share is payable on March 31, 2022, to shareholders of record on March 15, 2022.
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Sales of Unregistered Securities
In December 2021, our non-employee directors exercised stock options to purchase an aggregate of 2,500 shares of restricted common stock. These transactions were exempt from the registration requirements of Section 5 of the Securities Act under Sections 4(2) and 4(6) of the Securities Act. Each option holder agreed that, if the option is exercised, the option holder would purchase his or her common stock for investment and not for resale to the public. Also, we provide all option holders with all reports we file with the SEC and press releases issued by us.
Item 6. [RESERVED]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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 75%, 78% and 76% of net sales for 2021, 2020 and 2019, respectively. We have built a portfolio of prestige brands, which include Boucheron, Coach, Jimmy Choo, Karl Lagerfeld, Kate Spade, Lanvin, Moncler, Montblanc, Rochas, S.T. Dupont and Van Cleef & Arpels, whose products are distributed in over 120 countries around the world.
Through our United States operations, we also market fragrance and fragrance related products. United States operations represented 25%, 22% and 24% of net sales in 2021, 2020 and 2019, respectively. These fragrance products are sold primarily pursuant to license or other agreements with the owners of the Abercrombie & Fitch, Anna Sui, Dunhill, Ferragamo, Graff, GUESS, Hollister, MCM, Oscar de la Renta and Ungaro brands.
Substantially all of our prestige fragrance brands are licensed from unaffiliated third parties, and our business is dependent upon the continuation and renewal of such licenses. With respect to the Company’s largest brands, we license the Montblanc, Jimmy Choo, Coach and GUESS brand names.
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As a percentage of net sales, product sales for the Company’s largest brands were as follows:
|
Year Ended December 31, |
|
||||||||||
|
2021 |
|
|
2020 |
|
|
2019 |
|
||||
Montblanc |
|
|
19 |
% |
|
|
21 |
% |
|
|
22 |
% |
Jimmy Choo |
|
|
18 |
% |
|
|
16 |
% |
|
|
16 |
% |
Coach |
|
|
16 |
% |
|
|
17 |
% |
|
|
14 |
% |
GUESS |
|
|
12 |
% |
|
|
11 |
% |
|
|
10 |
% |
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 primarily sell directly to retailers in France 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 by 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. The introduction of new products may have some cannibalizing effect on sales of existing products, which we take into account in our business planning.
Our business is not capital intensive, and it is important to note that we do not own manufacturing facilities. We act as a general contractor and source our needed components from our suppliers. These components are received at one of our distribution centers and then, based upon production needs, the components are sent to one of several third party fillers, which manufacture the finished product for us and then deliver them to one of our distribution centers.
As with any global business, many aspects of our operations are subject to influences outside our control. We believe we have a strong brand portfolio with global reach and potential. As part of our strategy, we plan to continue to make investments behind fast-growing markets and channels to grow market share.
Our reported net sales are impacted by changes in foreign currency exchange rates. A strong U.S. dollar has a negative impact on our net sales. However, earnings are positively affected by a strong dollar, because over 50% of net sales of our European operations are denominated in U.S. dollars, while almost all costs of our European operations are incurred in euro. Conversely, a weak U.S. dollar has a favorable impact on our net sales while gross margins are negatively affected. We address certain financial exposures through a controlled program of risk management that includes the use of derivative financial instruments, and primarily enter into foreign currency forward exchange contracts to reduce the effects of fluctuating foreign currency exchange rates.
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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.
In response to the COVID-19 pandemic various national, state, and local governments where we, our suppliers, and our customers operate initially issued decrees prohibiting certain businesses from continuing to operate and certain classes of workers from reporting to work. In all jurisdictions in which we operate, we have been following guidance from authorities and health officials.
The effects of the COVID-19 pandemic on the beauty industry began in early March 2020. Retail store closings, event cancellations and a shutdown of international air travel brought our sales to a virtual standstill and caused a significant unfavorable impact on our results of operations in 2020.
Business significantly improved in the second half of 2020 and continued to improve throughout 2021, as retail stores reopened, and consumers increased online purchasing. While we expect this trend to continue, as the luxury fragrance industry has shown continued resilience, the introduction of variants of COVID-19 in various parts of the world has caused the temporary re-implementation of governmental restrictions to prevent further spread of the virus. In addition, international air travel has remained curtailed in many jurisdictions due to both governmental restrictions and consumer health concerns. While COVID-19 has significantly restricted international travel in the near-term, we continue to believe that global travel retail will once again be a growth opportunity for the long-term. Lastly, the improved economy has put significant strains on our supply chain causing disruptions affecting the procurement of components, the ability to transport goods, and related cost increases. These disruptions have come at a time when demand for our product lines has never been stronger or more sustained. We have been addressing this issue since the beginning of 2021, by ordering well in advance of need and in larger quantities. Going forward, we aim to carry more inventory overall, source the same components from multiple suppliers and when possible, manufacture products closer to where they are sold. We do not expect the supply chain bottlenecks to begin lifting until later in 2022. Therefore, despite recent business improvement, the impact of the COVID-19 pandemic may have a material adverse effect on our results of our operations, financial position and cash flows through at least the end of 2022.
Recent Important Events
Salvatore Ferragamo
In October 2021, we closed on a transaction agreement with Salvatore Ferragamo S.p.A., whereby an exclusive and worldwide license was granted for the production and distribution of Ferragamo brand perfumes. Our rights under this license are subject to certain minimum advertising expenditures and royalty payments as are customary in our industry. The license became effective in October 2021 and will last for 10 years with a 5-year optional term, subject to certain conditions.
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With respect to the management and coordination of activities related to the license agreement, the Company operates through a wholly-owned Italian subsidiary based in Florence, that was acquired from Salvatore Ferragamo on October 1, 2021. The acquisition together with the license agreement was accounted for as an asset acquisition. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed on October 1, 2021. All amounts have been translated to U.S. dollars at the October 1, 2021 exchange rate.
(In thousands) |
|
|
|
|
Inventories |
|
$ |
17,805 |
|
Trademarks and licenses |
|
|
15,880 |
|
Other assets |
|
|
3,033 |
|
|
|
|
|
|
Assets acquired |
|
|
36,718 |
|
|
|
|
|
|
Liabilities assumed |
|
|
(958 |
) |
|
|
$ |
35,760 |
|
Emanuel Ungaro
In October 2021, we also entered into a 10-year exclusive global licensing agreement a with a 5-year optional term subject to certain conditions, with Emanuel Ungaro Italia S.r.l, for the creation, development and distribution of fragrances and fragrance-related products, under the Emanuel Ungaro brand. Our rights under this license are subject to certain minimum advertising expenditures and royalty payments as are customary in our industry.
Donna Karan and DKNY
In September 2021, we entered into a long-term global licensing agreement for the creation, development and distribution of fragrances and fragrance-related products under the Donna Karan and DKNY brands. Our rights under this license are subject to certain minimum advertising expenditures and royalty payments as are customary in our industry. With this agreement, we are gaining several well-established and valuable fragrance franchises, most notably Donna Karan Cashmere Mist and DKNY Be Delicious, as well as a significant loyal consumer base around the world. In connection with the grant of license, we issued 65,342 shares of Inter Parfums, Inc. common stock valued at $5.0 million to the licensor. The exclusive license is effective July 1, 2022, and we are planning to launch new fragrances under these brands in 2023.
French Tax Settlement
The French authorities had considered 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.
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In June 2021, a global settlement agreement was reached with the French Tax Authorities, whereby Interparfums SA paid in December 2021, €2.5 million (approximately $2.9 million) effectively lowering the Lanvin brand royalty rate charged by IP Suisse for the periods from 2017 through 2020. Interparfums SA also agreed to apply the lower rate in 2021 through 2025 and to transfer the Lanvin brand from IP Suisse to Interparfums SA by December 31, 2025.
Land and Building Acquisition - Future Headquarters in Paris
In April 2021, Interparfums SA, completed the acquisition of its future headquarters at 10 rue de Solférino in the 7th arrondissement of Paris from the property developer. This is an office complex combining three buildings connected by two inner courtyards, and consists of approximately 40,000 total sq. ft.
The $142 million purchase price includes the complete renovation of the site. As of December 31, 2021, $136.1 million of the purchase price, including approximately $3.1 million of acquisition costs, is included in property, equipment and leasehold improvements on the accompanying balance sheet as of December 31, 2021. Approximately $8.8 million of cash held in escrow is included in other assets on the accompanying balance sheet as of December 31, 2021. In addition, the Company borrowed $17.0 million pursuant to a short-term loan equal to the VAT credit, and in July 2021, the $17.0 million VAT credit was reimbursed by the French Tax Authorities and the loan was repaid.
The acquisition was financed by a 10-year €120 million (approximately $136 million) bank loan which bears interest at one-month Euribor plus 0.75%. Approximately €80 million of the variable rate debt was swapped for variable interest rate debt with a maximum rate of 2% per annum.
Anna Sui Corp.
In January 2021, we renewed our license agreement with Anna Sui Corp. for the creation, development and distribution of fragrance products through December 31, 2026, without any material changes in terms and conditions. Our initial 10-year license agreement with Anna Sui Corp. was signed in 2011. The renewal agreement also allows for an additional 5-year term through 2031 at the option of the Company.
Rochas Fashion
Effective January 1, 2021, we entered into a new license agreement modifying our Rochas fashion business model. The new agreement calls for a reduction in royalties to be received. As a result, in the first quarter of 2021, we took a $2.4 million impairment charge on our Rochas fashion trademark. The new license also contains an option for the licensee to buy-out the Rochas fashion trademarks in June 2025 at its then fair market value.
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S.T. Dupont
In January 2021, we renewed our license agreement with S.T. Dupont for the creation, development and distribution of fragrance products through December 31, 2022, 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, 2021.
Discussion of Critical Accounting Policies
We make estimates and assumptions in the preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ significantly from those estimates under different assumptions and conditions. We believe the following discussion addresses our most critical accounting policies, which are those that are most important to the portrayal of our financial condition and results of operations. These accounting policies generally require our management’s most difficult and subjective judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Management of the Company has discussed the selection of significant accounting policies and the effect of estimates with the Audit Committee of the Board of Directors.
Long-Lived Assets
We evaluate indefinite-lived intangible assets for impairment at least annually during the fourth quarter, or more frequently when events occur or circumstances change, such as an unexpected decline in sales, that would more likely than not indicate that the carrying value of an indefinite-lived intangible asset may not be recoverable. When testing indefinite-lived intangible assets for impairment, the evaluation requires a comparison of the estimated fair value of the asset to the carrying value of the asset. The fair values used in our evaluations are estimated based upon discounted future cash flow projections using a weighted average cost of capital of 7.47%. The cash flow projections are based upon a number of assumptions, including, future sales levels and future cost of goods and operating expense levels, as well as economic conditions, changes to our business model or changes in consumer acceptance of our products which are more subjective in nature. If the carrying value of an indefinite-lived intangible asset exceeds its fair value, an impairment charge is recorded.
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We believe that the assumptions we have made in projecting future cash flows for the evaluations described above are reasonable. However, if future actual results do not meet our expectations, we may be required to record an impairment charge, the amount of which could be material to our results of operations.
At December 31, 2021 indefinite-lived intangible assets aggregated $119.7 million. The following table presents the impact a change in the following significant assumptions would have had on the calculated fair value in 2021 assuming all other assumptions remained constant:
$ in millions | Increase (decrease) | |||||||
Change | to fair value | |||||||
Weighted average cost of capital | +10 | % | $ | (11.9 | ) | |||
Weighted average cost of capital | -10 | % | $ | 14.0 | ||||
Future sales levels | +10 | % | $ | 13.3 | ||||
Future sales levels | -10 | % | $ | (13.3 | ) |
Intangible assets subject to amortization are evaluated for impairment testing whenever events or changes in circumstances indicate that the carrying amount of an amortizable intangible asset may not be recoverable. If impairment indicators exist for an amortizable intangible asset, the undiscounted future cash flows associated with the expected service potential of the asset are compared to the carrying value of the asset. If our projection of undiscounted future cash flows is in excess of the carrying value of the intangible asset, no impairment charge is recorded. If our projection of undiscounted future cash flows is less than the carrying value of the intangible asset, an impairment charge would be recorded to reduce the intangible asset to its fair value. The cash flow projections are based upon a number of assumptions, including future sales levels and future cost of goods and operating expense levels, as well as economic conditions, changes to our business model or changes in consumer acceptance of our products which are more subjective in nature. In those cases where we determine that the useful life of long-lived assets should be shortened, we would amortize the net book value in excess of the salvage value (after testing for impairment as described above), over the revised remaining useful life of such asset thereby increasing amortization expense. We believe that the assumptions we have made in projecting future cash flows for the evaluations described above are reasonable.
In determining the useful life of our Lanvin brand names and trademarks, we applied the provisions of ASC topic 350-30-35-3. The only factor that prevented us from determining that the Lanvin brand names and trademarks were indefinite life intangible assets was Item c. “Any legal, regulatory, or contractual provisions that may limit the useful life.” The existence of a repurchase option originally in 2025 and amended to 2027, may limit the useful life of the Lanvin brand names and trademarks to the Company. However, this limitation would only take effect if the repurchase option were to be exercised and the repurchase price was paid. If the repurchase option is not exercised, then the Lanvin brand names and trademarks are expected to continue to contribute directly to the future cash flows of our Company and their useful life would be considered to be indefinite.
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With respect to the application of ASC topic 350-30-35-8, the Lanvin brand names and trademarks would only have a finite life to our Company if the repurchase option were exercised, and in applying ASC topic 350-30-35-8, we assumed that the repurchase option is exercised. When exercised, Lanvin has an obligation to pay the exercise price and the Company would be required to convey the Lanvin brand names and trademarks back to Lanvin. The exercise price to be received (residual value) is well in excess of the carrying value of the Lanvin brand names and trademarks, therefore no amortization is required.
Quantitative Analysis
During the three-year period ended December 31, 2021, we have not made any material changes in our assumptions underlying these critical accounting policies or to the related significant estimates. The results of our business underlying these assumptions have not differed significantly from our expectations.
While we believe the estimates we have made are proper and the related results of operations for the period are presented fairly in all material respects, other assumptions could reasonably be justified that would change the amount of reported net sales, cost of sales, and selling, general and administrative expenses as they relate to the provisions for anticipated sales returns, allowance for doubtful accounts and inventory obsolescence reserves. For 2021, had these estimates been changed simultaneously by 5% in either direction, our reported gross profit would have increased or decreased by approximately $0.6 million and selling, general and administrative expenses would have changed by approximately $0.1 million. The collective impact of these changes on 2021 operating income, net income attributable to Inter Parfums, Inc., and net income attributable to Inter Parfums, Inc. per diluted share would be an increase or decrease of approximately $0.6 million, $0.3 million and $0.01, respectively.
Results of Operations
Net Sales | Years ended December 31, | |||||||||||||||||||
(in millions) | 2021 | % Change | 2020 | % Change | 2019 | |||||||||||||||
European based product sales | $ | 663.2 | 57 | % | $ | 422.9 | (22 | )% | $ | 542.1 | ||||||||||
United States based product sales | 216.4 | 86 | % | 116.1 | (32 | )% | 171.4 | |||||||||||||
Total net sales | $ | 879.6 | 63 | % | $ | 539.0 | (24 | )% | $ | 713.5 |
Net sales rebounded significantly in 2021, as compared to 2020 for both European and United States based operations. Even more gratifying, 2021 net sales for European based operations and United States based operations increased 22% and 26%, respectively, as compared to 2019. At comparable foreign currency exchange rates, net sales increased 62% in 2021, as compared to 2020 and decreased 26 % in 2020, as compared to 2019. Net sales in 2020 reflected the negative impacts of the COVID-19 pandemic on the beauty industry. Retail store closings, event cancellations and a shutdown of international air travel brought our sales to a virtual standstill in early 2020. In the second half of 2020, business began rebounding thanks to retail stores reopening and a robust e-commerce business conducted by our retail customers. However, international travel has remained largely curtailed globally due to both government restrictions and consumer health concerns that continue to adversely impact consumer traffic in most travel retail locations. As 2020 was an outlier for our sales due to the COVID-19 pandemic and its effects as discussed above, below are sales comparisons for our largest brands in 2021 with 2019.
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For European based operations, our largest brands, Montblanc, Jimmy Choo and Coach grew 2021 sales by 7%, 34% and 41%, respectively, as compared to 2019. There were also significant gains made by our mid-sized brands, including Van Cleef & Arpels and Karl Lagerfeld. We also welcomed first time sales by our newest brands, notably Kate Spade and Moncler.
In 2021, GUESS became our fourth brand with sales exceeding $100 million. GUESS brand sales increased 41% in 2021, as compared to 2019, contributing to the overall increase in 2021 net sales within U.S. based operations. There were also significant gains made by our mid-sized brands, especially Abercrombie & Fitch, Hollister and Oscar de la Renta. We also welcomed first time sales by our newest brands, MCM and Ferragamo.
A more detailed discussion relating to our sales for 2020 as compared to 2019 can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our annual report on Form 10-K for the year ended December 2020.
We are confident in our future as 2022 has begun on a strong note. We have completed the integration of the Ferragamo and Ungaro brands and our new Italian subsidiary is now staffed and fully operational. We have a solid line-up of new product launches in the pipeline for many of our other brands. This includes the roll out of the first Moncler fragrance line in a series of selective points of sale that faithfully respect the brand’s image. An entirely new men’s collection for GUESS is scheduled for introduction in the spring. Extensions of the Montblanc Legend, Jimmy Choo Man and Jimmy Choo’s I Want Choo, debut in the first, second and third quarters, respectively. Also, in the third quarter, we will unveil new men’s lines for Coach and Boucheron. Brand extensions and flankers are in the works for MCM, Abercrombie & Fitch, Hollister, Anna Sui, and Oscar de la Renta. In addition, we will be adding the Donna Karan and DKNY fragrance brands to our portfolio come this summer. In sum, 2022 has all the earmarks of another superb year as the growth catalysts currently far outweigh the headwinds, most notably limited travel retail business and supply chain disruptions.
As in the past, we hope to benefit from our strong financial position to potentially acquire one or more brands, either on a proprietary basis or as a licensee. However, we cannot assure you that any new license or acquisition agreements will be consummated.
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Net Sales to Customers by Region
Years ended December 31, | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
(in millions) | ||||||||||||
North America | $ | 354.1 | $ | 193.5 | $ | 235.5 | ||||||
Western Europe | 202.0 | 147.1 | 185.5 | |||||||||
Asia | 128.0 | 79.7 | 110.9 | |||||||||
Eastern Europe | 69.7 | 33.1 | 55.2 | |||||||||
Middle East | 61.0 | 46.8 | 72.6 | |||||||||
Central and South America | 56.4 | 32.5 | 46.2 | |||||||||
Other | 8.4 | 6.3 | 7.6 | |||||||||
$ | 879.6 | $ | 539.0 | $ | 713.5 |
As we did with sales for our largest brands, we are discussing net sales to customers by region using comparisons in 2021 with 2019, as the result of the effects of the COVID-19 pandemic in 2020. Our largest market, North America achieved sales growth of 50% in 2021 compared to 2019, while Western Europe and Asia grew sales by 9% and 15% in 2021, respectively, compared to 2019. Latin America and Eastern Europe also achieved top line growth of 22% and 26% in 2021, respectively, and only the Middle East had a decline in sales compared to 2019. As of the date of this report, international travel has remained largely curtailed globally due to both government restrictions and consumer health concerns that continue to adversely impact consumer traffic in most travel retail locations.
The impact of the COVID-19 pandemic broadly impacted all regions in 2020, with the steepest declines in the Middle East and Eastern Europe. Travel retail accounted for much of the decline in the Middle East and Asian markets.
Gross Margins
Years ended December 31, | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
(in millions) | ||||||||||||
European operations: | ||||||||||||
Net sales | $ | 663.2 | $ | 422.9 | $ | 542.1 | ||||||
Cost of sales | 221.2 | 152.3 | 186.2 | |||||||||
Gross margin | $ | 442.0 | $ | 270.6 | $ | 355.9 | ||||||
Gross margin, as a percent of net sales | 66.7 | % | 64.0 | % | 65.7 | % | ||||||
United States operations: | ||||||||||||
Net sales | $ | 216.3 | $ | 116.1 | $ | 171.4 | ||||||
Cost of sales | 101.4 | 56.0 | 81.4 | |||||||||
Gross margin | $ | 114.9 | $ | 60.1 | $ | 90.0 | ||||||
Gross margin, as a percent of net sales | 53.1 | % | 51.8 | % | 52.5 | % |
For European based operations, gross profit margin as a percentage of net sales was 66.6%, 64.0% and 65.7% in 2021, 2020 and 2019, respectively. Distribution in the United States for European based operations is handled by a 100% owned subsidiary of Interparfums SA. Therefore, sales are made at a wholesale price rather than at an ex-factory price, resulting in higher gross margins. Net sales of our U.S. distribution subsidiary increased 86% in 2021, as compared to 2020, giving rise to the increase in gross margin in 2021 over both 2020 and 2019. We carefully monitor movements in foreign currency exchange rates as over 50% of our European based operations net sales is 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 margin while a weak U.S. dollar has a negative effect. The average dollar/euro exchange rate was 1.18 in 2021, 1.15 in 2020, and 1.12 in 2019. The weaker dollar in 2021 partially mitigated the increase in margin referred to above and resulted in a small decline in our gross margins in 2020. Gross margin in 2020 for European operations also included a charge of approximately $2.0 million relating to the assumption of a return liability for products sold by the former licensee of a brand license acquired in 2019.
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For United States operations, gross profit margin was 53.1%, 51.8% and 52.5% in 2021, 2020 and 2019, respectively. With a decline in sales in 2020, certain expenses such as depreciation of tools and molds together with the distribution of point-of-sale materials exaggerated the decline in gross margin for the year as a percentage of sales. With U.S. based operations net sales up 86% in 2021, as compared to 2020, no such effect was seen in 2021.
Costs relating to purchase with purchase and gift with purchase promotions are reflected in cost of sales, and aggregated $37.6 million, $26.4 million and $38.9 million in 2021, 2020 and 2019, respectively, and represented 4.3%, 4.9% and 5.5% of net sales, respectively.
Generally, we do not bill customers for shipping and handling costs and such costs, which aggregated $10.1 million, $5.0 million and $7.7 million in 2021, 2020 and 2019, respectively, are included in selling, general and administrative expenses in the consolidated statements of income. As such, our Company’s gross margins may not be comparable to other companies, which may include these expenses as a component of cost of goods sold.
Selling, General & Administrative Expenses
Years ended December 31, | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
(in millions) | ||||||||||||
European Operations | ||||||||||||
Selling, general & administrative expenses | $ | 327.5 | $ | 210.6 | $ | 275.3 | ||||||
Selling, general & administrative expenses as a percent of net sales | 49.4 | % | 49.8 | % | 50.8 | % | ||||||
United States Operations | ||||||||||||
Selling, general & administrative expenses | $ | 79.0 | $ | 50.1 | $ | 65.9 | ||||||
Selling, general & administrative expenses as a percent of net sales | 36.5 | % | 43.1 | % | 38.5 | % |
For European operations, selling, general and administrative expenses increased 55.5% in 2021 and declined 23.6% in 2020, as compared to the corresponding prior year period, and represented 49.4%, 49.8% and 50.8% of sales in 2021, 2020 and 2019, respectively. As discussed in more detail below, the fluctuations which are in line with the fluctuations in sales for European operations, are primarily from variations in promotion and advertising expenditures.
Our operating cost structure, of which variable costs typically account for over two-thirds, had enabled us to minimize the impact of reduced net sales on our bottom line. Due to the effects of the COVID-19 pandemic, a substantial portion of the reduction in selling, general and administrative expenses in 2020 were attributable to the postponement of advertising and promotional expenses to 2021, as nearly all major new product launches were postponed until 2021. In addition, we also undertook several actions with an eye toward minimizing fixed expenses.
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For United States operations, selling, general and administrative expenses increased 57.8% in 2021 and decreased 24.1% in 2020, as compared to the corresponding prior year period and represented 36.5%, 43.1% and 38.5% of sales in 2021, 2020 and 2019, respectively. Our U.S. operations are significantly smaller than those of our European operations and carry higher fixed costs that could not be leveraged as efficiently as those of our European operations with the decline in 2020 net sales. However, with an 86% increase in 2021 net sales, the opposite effect was realized, and we were able to achieve significant leverage on fixed costs during the year.
Promotion and advertising included in selling, general and administrative expenses aggregated $171.8 million, $91.7 million and $144.6 million in 2021, 2020 and 2019, respectively. Promotion and advertising as a percentage of sales represented 19.5%, 17.0% and 20.3% of net sales in 2021, 2020 and 2019, respectively. Promotion and advertising programs were cut significantly in 2020 in response to market conditions. Throughout 2021, sales rebounded far more rapidly than anticipated causing us to play catchup with promotional and adverting programs and missing our target spend of 21% of annual sales. Promotion and advertising are integral parts of our industry, and we continue to invest heavily in promotional spending to support new product launches and to build brand awareness. We believe that our promotion and advertising efforts have had a beneficial effect on online net sales, causing then to continue to grow strongly on a global basis. All of our brands have benefitted from newly launched and enhanced e-commerce sites in existing markets in collaboration with our retail customers on their e-commerce sites. We also continue to develop and implement omnichannel concepts, the way brick-and-mortar stores and a business’ online operations work in tandem, and compelling content to deliver an integrated consumer experience. We anticipated that on a full year basis, future promotion and advertising expenditures will aggregate approximately 21% of net sales, which is in line with historical averages.
Royalty expense included in selling, general and administrative expenses aggregated $69.0 million, $41.1 million and $53.0 million in 2021, 2020 and 2019, respectively. Royalty expense as a percentage of sales represented 7.8%, 7.6% and 7.4% of net sales in 2021, 2020 and 2019, respectively. The increases in 2021 and 2020, as a percentage of sales, are directly related to new licenses and increased royalty-based product sales. As a result of the COVID-19 pandemic, we reached agreements with most of our licensors to waive or significantly reduce minimum guaranteed royalties for 2020.
Service fees, which are fees paid within our European operations to third parties relating to the activities of our distribution subsidiaries, aggregated $9.4 million, $6.8 million and $7.5 million in 2021, 2020 and 2019, respectively. The 2021 and 2020 amounts are in line with and directly related to fluctuations in sales within our U.S. distribution subsidiary.
Income from Operations
As a result of the above analysis regarding net sales, gross profit margins and selling, general and administrative expenses, our operating margins aggregated 16.8%, 13.1% and 14.7% for the years ended December 31, 2021, 2020 and 2019, respectively. Lower than expected promotion and adverting expense drove the increase in our operating margin in 2021, while strong cost controls in 2020 enabled us to minimize the impact of the sudden drop in sales resulting from the COVID-19 pandemic.
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Other Income and Expenses
Traditionally, interest expense was primarily related to the financing of brand and licensing acquisitions. However, in April 2021, we completed the acquisition of the future headquarters of Interparfums SA. The acquisition was financed by a 10-year €120 million (approximately $136 million) bank loan which bears interest at one-month Euribor plus 0.75%. Also in 2021, approximately €80 million of the variable rate debt was swapped for fixed interest rate debt. Long-term debt including current maturities aggregated $148.8 million, $24.7 million and $23.1 million as of December 31, 2021, 2020 and 2019, respectively.
We 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. Gains and losses on foreign currency transactions have not been significant.
Interest and dividend income represents interest earned on cash and cash equivalents and short-term investments. In 2021, short-term investments include approximately $24.5 million of marketable equity securities of other companies in the luxury goods sector. Interest and dividend income includes approximately $1.8 million of unrealized gains on marketable equity securities.
Income Taxes
Our effective income tax rate was 27.1%, 27.9% and 27.7% in 2021, 2020 and 2019, respectively.
Income tax expense represents U.S. federal, foreign, state and local income taxes. The effective rate differs from the federal statutory rate primarily due to the effect of state and local income taxes, the tax impact of share-based compensation and the taxation of foreign income including tax settlements. Our effective tax rate will change from year-to-year based on recurring and non-recurring factors including the geographical mix of earnings, enacted tax legislation, state and local income taxes, the tax impact of share-based compensation, the interaction of various global tax strategies and the impact from certain acquisitions.
Our effective income tax rate for European operations was 30.6%, 29.7% and 30.7% in 2021, 2020 and 2019, respectively.
The French authorities had considered 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. In June 2021, a global settlement agreement was reached with the French Tax Authorities, whereby Interparfums SA agreed to pay €2.5 million (approximately $3.0 million) effectively lowering the Lanvin brand royalty rate charged by IP Suisse for the periods from 2017 through 2020. Interparfums SA also agreed to apply the lower rate in 2021 through 2025 and to transfer the Lanvin brand from IP Suisse to Interparfums SA by December 31, 2025.
49
In addition, pursuant to an action plan released by the French Prime Minister, beginning in 2020, the French corporate income tax rate is expected to be cut from approximately 33% to 25% over a three-year period.
Our effective income tax rate for U.S. operations was 15.6%, 16.7% and 17.0% in 2021, 2020 and 2019, respectively.
The Company has determined that it has no tax liability related global intangible low-taxed income (“GILTI”) as of December 31, 2021, 2020 and 2019. The Company also estimated the effect of its foreign derived intangible income (“FDII”) and recorded a tax benefit of $0.6 million, $0.3 million and $0.9 million as of December 31, 2021, 2020 and 2019, respectively. Share-based compensation resulted in a discrete tax benefit of $1.3 million, $0.4 million and $0.7 million in 2021, 2020 and 2019, respectively.
Net Income
|
|
Year ended December 31, |
|
|||||||
|
|
2021 |
|
2020 |
|
2019 |
|
|||
|
|
(In thousands) |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to European operations |
|
$ |
80,670 |
|
$ |
41,990 |
|
$ |
56,660 |
|
Net income attributable to United States operations |
|
|
29,357 |
|
|
7,978 |
|
|
19,410 |
|
Net income |
|
|
110,027 |
|
|
49,968 |
|
|
76,070 |
|
Less: Net income attributable to the noncontrolling interest |
|
|
22,616 |
|
|
11,749 |
|
|
15,821 |
|
Net income attributable to Inter Parfums, Inc. |
|
$ |
87,411 |
|
$ |
38,219 |
|
$ |
60,249 |
|
Net income attributable to European operations was $80.7 million, $42.0 million and $56.7 million in 2021, 2020 and 2019, respectively, while net income attributable to United States operations was $29.4 million, $8.0 million and $19.4 million in 2021, 2020 and 2019, respectively. The fluctuations in net income for both European operations and United States operations are directly related to the previous discussions concerning changes in sales, gross profit margins, selling, general and administrative expenses, most of which were caused by the effects of the COVID-19 pandemic beginning in 2020 and the recovery in 2021.
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. Net income attributable to the noncontrolling interest is directly related to the profitability of our European operations and aggregated 28.0% of European operations net income in 2021 and 28.1% in 2020 and 2019. Net margins attributable to Inter Parfums, Inc. aggregated 9.9%, 7.1% and 8.4% in 2021, 2020 and 2019, respectively.
Liquidity and Capital Resources
Our conservative financial tradition has enabled us to amass significant cash balances. As of December 31, 2021, we had $320 million in cash, cash equivalents and short-term investments, most of which are held in euro by our European operations and are readily convertible into U.S. dollars. We have not had any liquidity issues to date, and do not expect any liquidity issues relating to such cash and cash equivalents and short-term investments. As of December 31, 2021, short-term investments include approximately $24.5 million of marketable equity securities.
50
As of December 31, 2021, working capital aggregated $465 million, and we had a working capital ratio of 2.9 to 1. Approximately 82% of the Company’s total assets are held by European operations including approximately $171 million of trademarks, licenses and other intangible assets.
The Company is party to a number of license and other agreements for the use of trademarks and rights in connection with the manufacture and sale of its products expiring at various dates through 2033. In connection with certain of these license agreements, the Company is subject to minimum annual advertising commitments, minimum annual royalties and other commitments. See Item 8. Financial Statements and Supplementary Data – Note 12 – Commitments in this annual report on Form 10-K. Future advertising commitments are estimated based on planned future sales for the license terms that were in effect at December 31, 2021, without consideration for potential renewal periods and do not reflect the fact that our distributors share our advertising obligations.
The Company hopes to continue to benefit from its strong financial position to potentially acquire one or more brands, either on a proprietary basis or as a licensee. In September 2021, we entered into a long-term global licensing agreement for the creation, development and distribution of fragrances and fragrance-related products under the Donna Karan and DKNY brands. This new license takes effect July 1, 2022.
In October 2021, we closed on a transaction agreement with Salvatore Ferragamo S.p.A., whereby an exclusive and worldwide license was granted for the production and distribution of Ferragamo brand perfumes. The license became effective in October 2021 and will last for 10 years with a 5-year optional term, subject to certain conditions. With respect to the management and coordination of activities related to the license agreement, the Company is operating through a wholly-owned Italian subsidiary based in Florence, that was acquired from Salvatore Ferragamo on October 1, 2021. The acquisition together with the license agreement was accounted for as an asset acquisition. The total cost of the assets acquired net of liabilities assumed aggregated approximately $35.8 million. In connection with this acquisition, we agreed to pay $17.0 million in equal annual installments of $1.7 million including interest imputed at 2.0%.
Opportunities for external growth are regularly 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.
51
Cash provided by operating activities aggregated $119.6 million, $65.0 million, and $76.5 million in 2021, 2020 and 2019, respectively. In 2021, working capital items used $13.7 million in cash from operating activities, as compared to $7.3 million in 2020 and $16.6 million in 2019. Although, from a cash flow perspective, accounts receivable is up approximately 37% from year-end 2020, the balance is reasonable based upon fourth quarter 2021 record sales levels and reflects strong collection activity as day’s sales outstanding decreased to 61 days in 2021, as compared to 86 days and 69 days in 2020 and 2019, respectively. From a cash flow perspective, inventory levels are up 31% from year-end 2020. However, inventory days on hand declined significantly to 208 days in 2021, as compared to 277 days in 2020, and 224 days in 2019. Although inventories include product needed to support new product launches, the overall balance is lower than historic levels due primarily to the aforementioned supply chain disruptions.
Cash flows used in investing activities reflect the purchase and sales of short-term investments. These investments consist of certificates of deposit with maturities greater than three months marketable equity securities and other contracts. At December 31, 2021, approximately $45 million of certificates of deposit contain penalties where we would forfeit a portion of the interest earned in the event of early withdrawal.
Our business is not capital intensive as we do not own any manufacturing facilities. On a full year basis, we generally spend less than $5.0 million on capital expenditures including tools and molds needed to support our new product development calendar. Capital expenditures also include amounts for office fixtures, computer equipment and industrial equipment needed at our distribution centers.
In April 2021, Interparfums SA completed the acquisition of its future headquarters at 10 rue de Solférino in the 7th arrondissement of Paris from the property developer. This is an office complex combining three buildings connected by two inner courtyards, and consists of approximately 40,000 total sq. ft.
The $142 million purchase price is in line with market value and includes the complete renovation of the site. As of December 31, 2021, $136.1 million of the purchase price, including approximately $3.1 million of acquisition costs, is included in building, equipment and leasehold improvements on the accompanying balance sheet as of December 31, 2021. Approximately $8.8 million of cash held in escrow is included in other assets on the accompanying balance sheet as of December 31, 2021. In addition, the Company borrowed $17.0 million pursuant to a short-term loan equal to the VAT credit, and in July 2021, the $17.0 million VAT credit was reimbursed by the French Tax Authorities and the loan was repaid.
The acquisition was financed by a 10-year €120 million (approximately $136 million) bank loan which bears interest at one-month Euribor plus 0.75%. Approximately €80 million of the variable rate debt was swapped for variable interest rate debt with a maximum rate of 2% per annum.
In June 2020, the Company and Divabox, owner of the Origines-parfums e-commerce platform for beauty products, signed a strategic agreement and equity investment pursuant to which we acquired 25% of Divabox capital for $14 million through a capital increase. In connection with the acquisition, the Company entered into a $13.4 million term loan, which was repaid in full in February 2021.
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Our short-term financing requirements are expected to be met by available cash on hand at December 31, 2021, cash generated by operations and short-term credit lines provided by domestic and foreign banks. The principal credit facilities for 2021 consist of a $20.0 million unsecured revolving line of credit provided by a domestic commercial bank and approximately $28 million in credit lines provided by a consortium of international financial institutions. There were no balances due from short-term borrowings as of December 31, 2021 and 2020.
In October 2019, our Board authorized a 20% increase in the annual dividend to $1.32 per share. In April 2020, as a result of the uncertainties raised by the COVID-19 pandemic, the Board of Directors authorized a temporary suspension of the quarterly cash dividend. In February 2021, our Board of Directors authorized a reinstatement of an annual dividend of $1.00, payable quarterly and in February 2022, our Board authorized a 100% increase in the annual dividend to $2.00 per share. The next quarterly cash dividend of $0.50 per share is payable on March 31, 2022, to shareholders of record on March 15, 2022. Dividends paid, including dividends paid once per year to noncontrolling stockholders of Interparfums SA, aggregated $41.5 million, $21.1 million and $44.2 million for the years ended December 31, 2021, 2020 and 2019, respectively. The cash dividends to be paid in 2022 are not expected to have any significant impact on our financial position.
We believe that funds provided by or used in operations can be supplemented by our present cash position and available credit facilities, so that they will provide us with sufficient resources to meet all present and reasonably foreseeable future operating needs.
Inflation rates in the U.S. and foreign countries in which we operate did not have a significant impact on operating results for the year ended December 31, 2021.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
General
We address certain financial exposures through a controlled program of risk management that primarily consists of the use of derivative financial instruments. We primarily enter into foreign currency forward exchange contracts in order to reduce the effects of fluctuating foreign currency exchange rates. We do not engage in the trading of foreign currency forward exchange contracts or interest rate swaps.
Foreign Exchange Risk Management
A general discussion relating to our policies on foreign exchange risk management can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our annual report on Form 10-K for the year ended December 2020.
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As of December 31, 2021, we had foreign currency contracts in the form of forward exchange contracts with notional amounts of approximately U.S. $64.5 million and GB £3.5 million which all have maturities of less than one year. We believe that our risk of loss as the result of nonperformance by any of such financial institutions is remote.
Interest Rate Risk Management
We mitigate interest rate risk by monitoring interest rates, and then determining whether fixed interest rates should be swapped for floating rate debt, or if floating rate debt should be swapped for fixed rate debt.
Item 8. Financial Statements and Supplementary Data
The required financial statements commence on page F-1.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. 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 annual report on Form 10-K (the “Evaluation Date”). Based on their review and evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of the Evaluation Date, our Company’s disclosure controls and procedures were effective.
Management’s Annual Report on Internal Control over Financial Reporting
The management of Inter Parfums, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13(a)-15(f) under the Securities Exchange Act of 1934. With the participation of the Chief Executive Officer and the Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal Control – Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, 2021.
54
Our independent auditor, Mazars USA LLP, a registered public accounting firm, has issued its report on its audit of our internal control over financial reporting. This report appears on page F-2.
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 fourth quarter of 2020 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. Other Information.
None.
55
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Executive Officers and Directors
As of the date of this report, our executive officers and directors were as follows:
Name |
|
Position |
Jean Madar |
|
Chairman of the Board, Chief Executive Officer of Inter Parfums, Inc. and Director General of Interparfums SA |
Philippe Benacin |
|
Vice Chairman of the Board, President of Inter Parfums, Inc. and Chief Executive Officer of Interparfums SA |
Russell Greenberg |
|
Director, Executive Vice President and Chief Financial Officer |
Philippe Santi |
|
Director, Executive Vice President and Chief Financial Officer, Interparfums SA |
François Heilbronn |
|
Director |
Robert Bensoussan |
|
Director |
Patrick Choël |
|
Director |
Michel Dyens |
|
Director |
Veronique Gabai-Pinsky |
|
Director |
Gilbert Harrison |
|
Director |
Frederic Garcia-Pelayo |
|
Executive Vice President and Chief Operating Officer of Interparfums SA |
Our directors will serve until the next annual meeting of stockholders and thereafter until their successors shall have been elected and qualified. Messrs. Jean Madar and Philippe Benacin have a verbal agreement or understanding to vote their shares and the shares of their respective holding companies in a like manner.
With the exception of Mr. Benacin, the officers are elected annually by the directors and serve at the discretion of the board of directors. There are no family relationships between executive officers or directors of our Company.
Board of Directors
Our board of directors has the responsibility for establishing broad corporate policies and for the overall performance of our Company. Although certain directors are not involved in day-to-day operating details, members of the board of directors are kept informed of our business by various reports and documents made available to them. Our board of directors held 21 meetings (or executed consents in lieu thereof), including meetings of committees of the full board of directors during 2021, and all of the directors attended at least 75% of the meetings (or executed consents in lieu thereof) of the full board of directors and committees of which they were a member. Our board of directors presently consists of ten (10) directors.
We have adopted a Code of Business Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, as well as other persons performing similar functions, and we agree to provide to any person without charge, upon request, a copy of our Code of Business Conduct. Any person who requests a copy of our Code of Business Conduct should provide their name and address in writing to: Inter Parfums, Inc., 551 Fifth Avenue, New York, NY 10176, Att.: Shareholder Relations. In addition, our Code of Conduct is also maintained on our website, at www.interparfumsinc.com.
56
During 2021, our board of directors had the following standing committees:
|
● |
Audit Committee – The Audit Committee has the sole authority and is directly responsible for, the appointment, compensation and oversight of the work of the independent accountants employed by our company which prepare or issue audit reports for our company. During 2021, this committee consisted of Messrs. Heilbronn and Choël, and Ms. Gabai-Pinsky. The charter of the Audit Committee is posted on our company’s website. |
The Company does not have an “audit committee financial expert” within the definition of the applicable Securities and Exchange Commission rules. Finding qualified nominees to serve as a director of a public company without substantial financial resources has been challenging. In addition, despite the applicable Securities and Exchange Commission rule which states that being named as the audit committee financial expert does not impose any greater duty, obligation or liability, our company has been met with resistance from both present and former directors to being named as such, primarily due to potential additional personal liability. However, as the result of the background, education and experience of the members of the Audit Committee, our board of directors believes that such committee members are fully qualified to fulfill their obligations as members of the Audit Committee.
|
● |
Executive Compensation and Stock Option Committee – The Executive Compensation and Stock Option Committee oversees the compensation of our company’s executives and administers our company’s stock option plans. During 2021, this committee consisted of Messrs. Heilbronn and Choël, and Ms. Gabai-Pinsky. The charter of the Executive Compensation and Stock Option Committee is posted on our company’s website. |
|
● |
Nominating Committee – During 2021, this committee consisted of Messrs. Heilbronn and Choël, and Ms. Gabai-Pinsky. The purpose of the Nominating Committee is to determine and recommend qualified persons to the Board of Directors who will be put forth as management’s slate of directors for vote of the Corporation’s stockholders, as well as to fill vacancies in the Board of Directors. The charter of the Nominating Committee is posted on our company’s website. |
We have adopted a board diversity policy, which provides that the selection of candidates for appointment to our board will be based on an overriding emphasis on merit, but the Nominating Committee will seek to fill board vacancies by considering candidates that bring a diversity of background and industry or related expertise to our board. The Nominating Committee is to consider an appropriate level of diversity having regard for factors such as skills, business and other experience, education, gender, age, ethnicity and geographic location. A copy of the board diversity policy is posted on our company’s website. In addition, Nasdaq has adopted a Board Diversity Rule, which will require Nasdaq listed companies to publicly disclose board-level diversity statistics using a standardized template commencing on the later of August 8, 2022 or the date the filing of a listed company’s proxy statement for its 2022 annual meeting. In addition, in the following year, we will be required to disclose whether or not we have one director that is diverse under the applicable Nasdaq rule, and if not, then why not. By the 2025 annual meeting, we will be required to disclose whether or not we have two directors that are diverse under the applicable Nasdaq rule, and if not, then why not. We do not foresee any issue in complying with Nasdaq Board Diversity Rule at this time.
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Business Experience
The following sets forth biographical information as to the business experience of each executive officer and director of our company for at least the past five years.
Jean Madar
Jean Madar, age 61, a Director, has been the Chairman of the Board since our company’s inception, and is a co-founder of our company with Mr. Philippe Benacin. From inception until December 1993 he was the President of our company; in January 1994, he became Director General of Interparfums SA, our company’s subsidiary; and in January 1997, he became Chief Executive Officer of our company. Mr. Madar was previously the managing director of Interparfums SA, from September 1983 until June 1985. At such subsidiary, he had the responsibility of overseeing the marketing operations of its foreign distribution, including market research analysis and actual marketing campaigns. Mr. Madar graduated from The French University for Economic and Commercial Sciences (ESSEC) in 1983. We believe that Mr. Madar’s skills in guiding, leading and determining the strategic direction of our company since its inception together with Mr. Benacin, in addition to his contacts in the fragrance and cosmetic industry, render him qualified to serve as a member of our board of directors.
Philippe Benacin
Mr. Benacin, age 63, a Director, is President of our Company and the Chief Executive Officer of Interparfums SA, has been the Vice Chairman of the Board since September 1991, and is a co-founder of our company with Mr. Madar. He was elected the Executive Vice President in September 1991, Senior Vice President in April 1993, and President of the Company in January 1994. In addition, he has been the President of our Company and Chief Executive Officer of Interparfums SA for more than the past five years. Mr. Benacin graduated from The French University for Economic and Commercial Sciences (ESSEC) in 1983. In June 2014 Mr. Benacin was elected as a member of the Supervisory Board of Vivendi, and Chairman of its Corporate Governance, Nominations and Remuneration Committee. We believe that Mr. Benacin’s skills in guiding, leading and determining the strategic direction of our company since its inception together with Mr. Madar, in addition to his contacts in the fragrance and cosmetic industry, render him qualified to serve as a member of our board of directors.
Russell Greenberg
Mr. Greenberg, age 65, the Chief Financial Officer, was Vice-President, Finance when he joined the Company in June 1992; became Executive Vice President in April 1993; and was appointed to our board of directors in February 1995. He is a certified public accountant licensed in the State of New York, and is a member of the American Institute of Certified Public Accountants and the New York State Society of Certified Public Accountants. After graduating from The Ohio State University in 1980, he was employed in public accounting until he joined our company in June 1992. We believe that Mr. Greenberg’s skills in accounting and tax, as well as his knowledge of the fragrance industry and our Company’s operations, render him qualified to serve as a member of our board of directors.
Philippe Santi
Philippe Santi, age 59, and a Director since December 1999, is the Executive Vice President and Chief Financial Officer of Interparfums SA. Mr. Santi, who is a Certified Accountant and Statutory Auditor in France, has been the Chief Financial Officer of Interparfums SA since February 1995. Prior to February 1995, Mr. Santi was the Chief Financial Officer for Stryker France and an Audit Manager for Ernst and Young. We believe that Mr. Santi’s skills in accounting and tax, as well as his knowledge of the fragrance industry and our Company’s European operations, render him qualified to serve as a member of our board of directors.
58
Francois Heilbronn
Mr. Heilbronn, age 60, a Director since 1988, an independent director and a member of the Audit Committee, Nominating Committee and the Executive Compensation and Stock Option Committee, is a graduate of Harvard Business School with a Master of Business Administration degree and is currently the managing partner of the consulting firm of M.M. Friedrich, Heilbronn & Fiszer. He was formerly employed by The Boston Consulting Group, Inc. from 1988 through 1992 as a manager. Mr. Heilbronn graduated from Institut d’ Etudes Politiques de Paris in June 1983. From 1984 to 1986, he worked as a financial analyst for Lazard Freres & Co. In addition, during 2009, Mr. Heilbronn became an Associate Professor in Business Strategy at Sciences Po, Paris, France. As the result of his business and financial acumen, as well as his experience as managing partner of a business consulting firm in the area of mergers and acquisitions of large international companies in retail, consumer goods and consumer services throughout the world, we believe Mr. Heilbronn is qualified to serve as a member of our board of directors.
Robert Bensoussan
Robert Bensoussan, age 63, has been a Director since March 1997, and is also an independent director. Mr. Bensoussan is the founder of Sirius Equity Consultants, a retail and branded luxury goods Investment Company. To date, Mr. Bensoussan remains as an investor in C.A.R.O.L, the AI driven fitness equipment, Hapy Sweet Bee Ltd, natural health food products, Eaglemoss Ltd, UK part-works publisher and Patchwork, a Parisian co-working company.
He was previously Chairman of Camaïeu, the French retail conglomerate, a board member of Celio International, the French retail conglomerate and Vivarte representing the GLG hedge fund. In the latter part of 2019, Mr. Bensoussan resigned after 6 years as the only non-North American board member of lululemon athletica Inc. Following the successful sale in 2021, Mr. Bensoussan stepped down from the board of Feelunique.com one of Europe’s largest online beauty retailer’s after serving 9 years.
He is also a member of the Advisory Board of Pictet Bank Premium Brands Fund and sits on the board of Pronovias, the worldwide leader of wedding dresses owned by BC Partners, Yonderland, Europe’s largest premium outdoor retailer, SNS, a prominent aspirational streetwear and entertainment hub and Internet Fusion Group, a leading e-commerce site for niche lifestyle products.
Previously Mr. Bensoussan was as director of, and had an indirect ownership interest J. Choo Limited until July 2011, and was CEO from 2001 to 2007, and was a member of the Board of Jimmy Choo Ltd, a privately held luxury shoe wholesaler and retailer, from 2001 to 2011.
We believe Mr. Bensoussan is qualified to serve as a member of our board of directors due to his business and financial acumen, as well as his experience in the retail and branded luxury goods market.
Patrick Choël
Mr. Choël, age 78, was appointed to the board of directors in June 2006 as an independent director, and is a member of the Audit Committee, Nominating Committee and the Executive Compensation and Stock Option Committee. Mr. Choël is a director of our majority-owned subsidiary, Interparfums SA, a publicly held company, and Christian Dior and Guerlain, both privately held companies. He is also the manager of Université 82, a business consultant and advisor. For approximately 10 years, through March 2004, Mr. Choël was the President and CEO of two divisions of LVMH Moet Hennessy Louis Vuitton S.A., first Parfums Christian Dior, a leading world-wide prestige beauty/fragrances business, and later, the LVMH Perfumes and Cosmetics Division, which included such well-known brands as Parfums Christian Dior, Guerlain, and Parfums Givenchy, among others. Prior to such time, for approximately 30 years, he held various executive positions at Unilever, including President and CEO of Elida Fabergé France and President and CEO of Chesebrough Pond’s USA. Because of this experience, especially in the prestige beauty business, we believe that Mr. Choël is qualified to serve as a member of our board of directors.
59
Michel Dyens
Michel Dyens, age 81 and an independent director, is the Founder, Chairman and Chief Executive Officer of Michel Dyens & Co., which he founded over 25 years ago. With headquarters in New York and Paris, Michel Dyens & Co. is a leading independent investment banking firm focused on mergers and acquisitions. Michel Dyens & Co. has vast experience in luxury goods, beauty, spirits and other premium branded consumer goods in which it has concluded numerous landmark deals. Michel Dyens & Co. has advised in such deals as the sale of the Grey Goose ultra-premium vodka brand to Bacardi, the acquisition of the luxury Swiss watchmaker Hublot by LVMH, the sale of the Harry Winston to Aber Diamond Corporation and Boucheron to Kering. Michel Dyens & Co. represented the owners of Liaigre, the luxury furniture brand, in the sale to Symphony International and Navis Capital, and Casa Dragones, the ultra-premium tequila, in the sale to BDT Partners (Byron Trott).
Michel Dyens & Co. recently represented the owners of Buly, the luxury French fragrance and beauty brand, in the sale to LVMH and the owners of Blissim, the French leader in beauty subscription e-commerce, and online beauty retail for an investment by Raise Investissement. In addition, he has just sold We11done, the Korean contemporary fashion and lifestyle brand, to Sequoia Capital.
Michel Dyens & Co. was the exclusive advisor to Creed in the sale of the ultra-luxury fragrance company Creed BlackRock Long Term Private Capital, and represented Mr. ChinWook Lee, the founder and CEO of Dr. Jart+, in the sale of Have & Be Co. Ltd. to The Estée Lauder Companies. Michel Dyens & Co. also advised the owner of the ultra-luxury fragrance brand By Kilian, in the sale to Estée Lauder. Michel Dyens & Co. advised the shareholders of the largest independent hair color and hair care company in Brazil, Niely Cosmeticos in the sale of the company to L’Oréal, as well as the owner of the super-premium liqueur St-Germain in the sale of the brand to Bacardi, the Colomer Group (American Crew and CND/Shellac brands) in its sale to Revlon, and Sidney Frank Importing Company in the sale of the company to Jaegermeister. Other transactions include the sale of the Essie cosmetics business to L’Oréal, the sale of TIGI (BedHead and Catwalk brands) to Unilever, the luxury hair care brand Christophe Robin to The Hut Group, the thinning hair brand NIOXIN Research Laboratories to Procter & Gamble, John Frieda Professional Hair Care and Molton Brown to the Kao Corporation, the Svedka vodka brand to Constellation Brands and Chambord liqueur to Brown-Forman.
In the mission-driven field, Michel Dyens & Co. recently represented ClimateCare, a prominent UK carbon-offset business, in the sale to Averna Capital and represented the founders of Caboo Paper Products a Vancouver, Canada-based tree-free household paper products brand, for an investment by sustainability-focused venture capital firm Renewal Funds. Among other recent transactions, Michel Dyens & Co. recently represented the Fairtrade and organic coffee brand Ethical Bean Coffee in the sale to Kraft Heinz, and as well as Alter Eco Americas, a leading organic chocolate brand, which we sold to NextWorld Evergreen.
60
In healthy and premium food, Michel Dyens & Co. represented the Fairtrade and organic coffee brand Ethical Bean Coffee in the sale to Kraft Heinz, and as well as Alter Eco Americas, a leading organic chocolate brand, which it sold to NextWorld Evergreen.
From April 2004 to September 2014, Mr. Dyens was an independent director of Interparfums SA. We believe Mr. Dyens is qualified to serve as a member of our board of directors thanks to his knowledge of our company’s luxury business, his business and financial acumen, as well as his experience in the luxury goods market.
Veronique Gabai-Pinsky
Ms. Gabai-Pinsky, age 56, was elected for the first time to our board in September 2017. She became a director of Interparfums SA in April 2017. She is currently operating a startup specialty fragrance business, and a director of Lifetime Brands (Nasdaq: LCUT), which is in the home goods business. She was President of Vera Wang Group from January 2016 through June 2018, after a year of consulting with the company and she oversaw all product categories and markets. Prior to joining Vera Wang, from 2006 to December 2014 Ms. Gabai-Pinsky was the Global President for Aramis and Designers Fragrances as well as Beauty Bank and Idea Bank at The Estée Lauder Companies, reporting to the Chief Executive Officer of such company. During her tenure, Ms. Gabai-Pinsky developed and ensured the growth of several beauty and skin care brands, including Lab Series for Men. She was highly instrumental in the evolution of the fragrance category for such company, as she improved its overall business model, globally grew brands such as Donna Karan and Michael Kors, evolved and harmonized the portfolio, divested dilutive brands and brought in Tory Burch, Zegna and Marni under licenses. She ultimately actively participated in the acquisitions of Le Labo, Frederic Malle, and By Kilian and assisted in the transformation of the long-term strategic direction of such company.
In the earlier years of her career, Ms. Gabai-Pinsky served as Vice President of Marketing and Communication for Guerlain, a division of LVMH Moet Hennessy Louis Vuitton S.A., where she led the successful re-launch of Shalimar, the introduction of Aqua Allegoria, and contributed to the re-focus of the beauty category around its pillars, Terracotta, Meteorites and Issima, while redesigning all communication strategies and content. She started her career at L’Oréal, and was also Vice President of Marketing for Giorgio Armani, where she was instrumental in the overall development of its fragrance business by developing the successful Acqua di Gio for men and introducing the Emporio Armani franchise. A graduate from ESSEC Business School in Paris, France, she has received several awards, including Marketer of the Year by Women’s Wear Daily in December 2013.
Ms. Gabai-Pinksy is an independent director, and is a member of the Audit Committee, Executive Compensation and Stock Option Committee and the Nominating Committee of our company. We believe Ms. Gabi-Pinsky is qualified to serve as a member of our board of directors due to her more than 25 years of experience in the luxury, fashion, beauty and fragrance fields, success as a brand builder, creative thinker, business acumen, and a broad understanding of consumers, brands and business models.
Gilbert Harrison
Mr. Harrison, age 81, an independent director, was appointed to our board in April 2018. Mr. Harrison has more than 50 years of experience in corporate finance and strategic transactions, specializing in the consumer products space. He began his career in 1965 practicing corporate and securities law in New York and Philadelphia. In 1971 he founded Financo, which he grew to become one of the leading independent middle market transaction firms in the country. In 1985, Financo was acquired by Lehman Brothers, where the firm’s primary efforts were focused on increasing its expertise in retail, apparel and other merchandising transactions of all types. At Lehman, Mr. Harrison was Chairman of the Merchandising Group and on the firm’s Investment Banking Operating Committee while continuing as Chairman of Financo, which was renamed the Middle Market Group of Lehman. In 1989, he re-acquired Financo from Lehman, re-establishing Financo as one of the leading investment banking firms handling transactions and providing strategic advice in connection with merchandising companies. Mr. Harrison retired as Chairman of Financo in December of 2017, after which he formed the Harrison Group, a firm that provides consulting and financial advisory services to merchandising and products companies.
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Mr. Harrison’s other activities include his membership on the Advisory Council of the World Retail Congress, Shoptalk and the Financial Times Business of Luxury Summit. Additionally, he has created a course on mergers and acquisitions at The Wharton School and has published various articles and academic studies on the state of retailing and mergers and acquisitions, including a chapter in the book entitled, “The Mergers and Acquisitions Handbook.” Mr. Harrison lectures throughout the country, including chairing seminars for Retail Week as well as for the International Council of Shopping Centers, the National Retail Federation, Young President’s Center, The Wharton Aresty Institute of Executive Education and The President’s Association of the American Management Association. He also appears frequently on Bloomberg TV and CNBC as an expert on retail and apparel.
Mr. Harrison received a Bachelor of Science in Economics from The Wharton School of The University of Pennsylvania in 1962 and his Juris Doctor from The University of Pennsylvania Law School in 1965. He is also Chairman of the Fashion Division of UJA, Treasurer and a Board member of the Southampton Hospital, Director of the Peggy Guggenheim Collection, and former Board member of the Wharton School of the University of Pennsylvania. We believe Mr. Harrison is qualified to serve as a member of our board of directors due to his tremendous depth and breadth of knowledge about the merchandising and consumer industry, and he has a long track record of facilitating value-creating transactions for companies in this sector. Mr. Harrison just finished his autobiography, Deal Junky, which was published in January 2022.
Frederic Garcia-Pelayo
Frederic Garcia-Pelayo, age 60, has been with Interparfums SA for more than the past 20 years. He is currently the Executive Vice President and Chief Operating Officer of Interparfums SA, and was previously the Director of its Luxury and Fashion division beginning in March 2005. He was also previously the Director of Marketing and Distribution for Perfume and Cosmetics and was first named Executive Vice President in 2004.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely upon a review of Forms 3, 4 and 5 and any amendments to such forms furnished to us, and written representations from various reporting persons furnished to us, we are not aware of any reporting person who has failed to file the reports required to be filed under Section 16(a) of the Securities Exchange Act of 1934 on a timely basis.
Item 11. Executive Compensation
Compensation Discussion and Analysis
General
The executive compensation and stock option committee of our board of directors is comprised entirely of independent directors and oversees all elements of compensation (base salary, annual bonus, long-term incentives and perquisites) of our company’s executive officers and administers our company’s stock option plans, other than the non-employee directors stock option plan, which is self-executing.
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The objectives of our compensation program are designed to strike a balance between offering sufficient compensation to either retain existing or attract new executives on the one hand, and maintaining compensation at reasonable levels on the other hand. We do not have the resources comparable to the cosmetic giants in our industry, and, accordingly, cannot afford to pay excessive executive compensation. In furtherance of these objectives, our executive compensation packages generally include a base salary, as well as annual incentives tied to individual performance and long-term incentives tied to our operating performance.
Mr. Madar, the Chairman and Chief Executive Officer, takes the initiative after discussions with Mr. Russell Greenberg, Executive Vice President, Chief Financial Officer and a Director, and recommends executive compensation levels for executives for United States operations. Mr. Benacin, the Chief Executive Officer of Interparfums SA, takes the initiative after discussions with Philippe Santi, the Chief Financial Officer of Interparfums SA, and recommends executive compensation levels for executives for European operations. The recommendations are presented to the compensation committee for its consideration, and the compensation committee makes a final determination regarding salary adjustments and annual award amounts to executives, including Jean Madar and Philippe Benacin. Messrs. Madar and Benacin are not present during deliberations or determination of their executive compensation by the compensation committee. Further, Messrs. Madar and Benacin, in addition to being executive officers and directors, are our largest beneficial shareholders, and therefore, their interests are aligned with our shareholder base in keeping executive compensation at a reasonable level.
The compensation committee was pleased that the most recent shareholder advisory vote on executive compensation held at our last annual meeting of shareholders in October 2021 overwhelmingly approved the compensation policies and decisions of the compensation committee. The compensation committee has determined to continue its present compensation policies in order to determine similar future decisions.
Our compensation committee believes that individual executive compensation is at a level comparable with executives in other companies of similar size and stage of development that operate in the fragrance industry, and takes into account our company’s performance as well as our own strategic goals. Further, the compensation committee believes that its present policies to date, with its emphasis on rewarding performance, has served to focus the efforts of our executives, which in turn has permitted our company to weather the pandemic and economic and political turmoil in certain parts of the world, which resulted in the Company’s record results for 2021.
During 2021, the members of such committee consisted of Messrs. Heilbronn and Choël, and Ms. Gabai-Pinsky.
Elements of Compensation
General
The compensation of our executive officers is generally comprised of base salaries, including a fee paid to the holding companies of each of Messrs. Madar and Benacin, annual cash bonuses and long-term equity incentive awards. In determining specific components of compensation, the compensation committee considers individual performance, level of responsibility, skills and experience, other compensation awards or arrangements and overall company performance. The compensation committee reviews and approves all elements of compensation for all of our executive officers taking into consideration recommendations from the Chief Executive Officer of our company and the Chief Executive Officer of Interparfums SA, as well as information regarding compensation levels at competitors in our industry.
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Our named executive officers have all been with the company for more than the past ten (10) years, with Messrs. Madar and Benacin being founders of the company. As Messrs. Madar and Greenberg for United States operations, and Benacin and Santi for European operations, are most familiar with the individual performance, level of responsibility, skills and experience of each executive officer in their respective operating segments, the compensation committee relies upon the information provided by such executive officers in determining individual performance, level of responsibility, skills and experience of each executive officer.
The compensation committee views the competitive marketplace very broadly, which would include executive officers from both public and privately held companies in general, including fashion and beauty companies, but not limited to the peer companies contained in the corporate performance graph contained in our annual report. Generally, rather than tie the compensation committee’s determination of compensation proposals to any specific peer companies, the members of our committee have used their business experience, judgment and knowledge to review the executive compensation proposals recommended to them by Mr. Madar for United States operations and Mr. Benacin for European operations. As such, as a general rule the compensation committee did not determine the need to “benchmark” of any material item of compensation or overall compensation. However, in connection with the salary increase to Mr. Madar that occurred in February 2020, surveys of both peer companies and companies with comparable market capitalizations were used by the compensation committee as one of the factors in reaching such determination.
The members of the compensation committee have extensive experience and business acumen and are well qualified in determining the appropriateness of executive compensation levels. Mr. Heilbronn is a managing partner of a business consulting firm in the area of mergers and acquisitions of large international companies in retail, consumer goods and consumer services throughout the world. Mr. Choël is presently a business consultant and advisor, who previously worked as President and Chief Executive Officer of two divisions of LVMH Moet Hennessy Louis Vuitton S.A., which included such well-known brands as Parfums Christian Dior, Guerlain, and Parfums Givenchy. Mr. Choël has also been President and CEO of both Elida Fabergé France and Chesebrough Ponds USA. Ms. Gabai-Pinsky, the final committee member, has executive experience as the former President of Vera Wang Group, as well as the Global President for Aramis and Designers Fragrances in addition to Beauty Bank and Idea Bank at The Estée Lauder Companies.
Base Salary
Base salaries for executive officers are initially determined by evaluating the responsibilities of the position held and the experience of the individual, and by reference to the competitive marketplace for executive talent. Base salaries for executive officers are reviewed on an annual basis, and adjustments are determined by evaluating our operating performance, the performance of each executive officer, as well as whether the nature of the responsibilities of the executive has changed.
As stated above, as Messrs. Madar and Greenberg for United States operations, and Benacin and Santi for European operations, are most familiar with the individual performance, level of responsibility, skills and experience of each executive officer in their respective segments, the committee relies upon the information provided by such executive officers in determining individual performance, level of responsibility, skills and experience of each executive officer.
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For executive officers of United States operations, the bulk of their annual compensation is in base salary including a fee paid to the holding company for Mr. Madar for services rendered outside the United States. However, for executive officers of European operations base salary comprises a smaller percentage of overall compensation. We have paid a lower percentage of overall compensation in the form of base salary to executive officers of European operations for several years, principally because European operations historically have had higher profitability than United States operations, and European operations are run differently from United States operations by the Chief Executive Officer of European operations, Mr. Benacin. As the result of this historically higher profitability, European operations have had the ability to pay higher bonus compensation in addition to base salary. As bonus compensation is and has historically been discretionary, no targets were set in order to maintain flexibility. Further, if results of operations for European operations were not satisfactory (again, no target amounts were set to maintain flexibility), then bonus compensation, as well as overall compensation could be lowered without otherwise affecting base salary. Finally, by keeping annual bonus compensation at a higher percentage of overall compensation and base salary at a lower percentage, our company benefits because the base amount for annual salary adjustments would be smaller.
COVID-19 Impact
It is important to note that 2020 salary increases and 2019 bonus compensation awards were determined prior to the full impact the global COVID-19 pandemic, the imposition of worldwide governmental lockdowns, and the resultant negative impact on the Company’s operations. During the balance of the pandemic and related impacts through December 31, 2020, no employees were terminated or furloughed from United States operations. Interparfums SA did avail itself of a small French government plan for unemployment insurance for its employees. For 2020, there were no reductions or deferrals in salaries of any executive officers or employees. For 2021, as the result of the continuing impacts of the COVID-19 pandemic, after the recommendations of Messrs. Madar and Benacin, the compensation committee determined that no executive officer would receive any increase in base salary. In addition, there were no increases in the fees paid to the respective holding companies of Messrs. Madar and Benacin.
For 2021, although Mr. Benacin received the same base salary as he did in 2020, his salary was affected by foreign currency conversion rates and was $804,000 for 2021. For 2020, Mr. Benacin received a modest increase in base salary of $14,000 to $789,000, which is comparable to the modest increase in base salary of $13,000 in 2019. Mr. Benacin’s base salary includes $250,000 paid by the Company’s United States operations to Mr. Benacin’s holding company for each of the past three years, in accordance with the consulting agreement with Mr. Benacin’s holding company, which provides for review on an annual basis of the amount of compensation payable to such company.
The compensation committee considered the following salient factors in authorizing payment to Mr. Benacin’s holding company— services rendered to United States operations for several years by Mr. Benacin in connection with licensing and distribution of international brands, as well as future services to be performed by Mr. Benacin internationally relating to licensing and distribution of international brands for United States operations.
As Mr. Benacin values the services of two named executive officers of Interparfums SA, Mr. Philippe Santi, Executive Vice President and the Chief Financial Officer, and Mr. Frederic Garcia-Pelayo, Executive Vice President and Chief Operating Officer, equally, their base salaries, as well as their bonus compensation discussed below, have been in lockstep. For 2021, the base salary of each of Messrs. Santi and Garcia-Pelayo was €408,000, as no executive officer received any increase in base salary due the continuing impact of the COVID-19 pandemic. However, the base salaries of Messrs. Santi and Garcia-Pelayo in 2021 were affected by foreign currency conversion rates and were both $483,000 for 2021. For 2020, each of Messrs. Santi and Garcia-Pelayo received an increase in base salary of $14,000 to $470,000. Each of Messrs. Santi and Garcia-Pelayo had received an increase of $13,000 in 2019. Increases in prior years were awarded primarily to reward these two executive officers for their contributions in European Operations achieving increases in both the sales and earnings. The compensation committee considered the recommendations of Mr. Benacin, results of operations for the year, as well as the services performed for European operations by Messrs. Santi and Garcia-Pelayo in authorizing these salary levels.
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A different approach is taken for United States operations as that segment is smaller and less profitable. A more significant base salary is paid in order to attract and retain employees with the skills and talents needed to run the operation with a lesser emphasis placed on bonuses. Neither of the executive officers for United States operations have employment agreements (although Mr. Madar’s personal holding company has a consulting agreement that provides for review on an annual basis of the amount of compensation payable to such company), as we believe that having flexibility in structuring annual base salary is a benefit, which permits us to act quickly to meet a changing economic environment.
As previously reported, from 2013 until 2019 the annual aggregate base salary paid to Mr. Madar individually and fees paid to his holding company remained unchanged at $630,000, which was substantially below the amounts indicated by two surveys of chief executive officer salaries for 2019 (collectively the “CEO Salary Surveys”). The CEO Salary Surveys indicated that the annual and median average CEO salaries for peer companies (excluding the Madar salary) were $2,854,656 and $1,540,000, respectively, and $2,604,346 and $1,750,000 for comparable market capitalization companies, respectively. In recognition of the efforts of Mr. Madar and his holding company as one of the prime causes for our substantial increase in net sales and net income, as well as market capitalization from 2014 through 2019, thus substantially increasing shareholder value, on February 4, 2020 the Committees jointly authorized the aggregate annual increase in Mr. Madar’s base salary by $600,000 to $1.23 million effective as of January 1, 2020. For 2021, Mr. Madar did not receive any increase in base salary.
Russell Greenberg, the Executive Vice President and Chief Financial Officer, also did not have any salary increase for 2021, and his base salary remained at $720,000. Previously, he had received the same $30,000 increase in base salary for 2020 and 2019. In connection with the previous increases in salary, the Compensation Committee considered the following material factors in granting Mr. Greenberg his salary increases: his individual performance, level of responsibility, skill and experience, as well as the recommendation of the Chief Executive Officer.
Bonus Compensation/Annual Incentives
As discussed above, we have paid a higher percentage of overall compensation in the form of bonus compensation to executive officers of European operations for several years, principally because European operations historically have had higher profitability than United States operations. As the result of this historically higher profitability, European operations have had the ability to pay higher bonus compensation in addition to base salary. As bonus compensation is discretionary, no targets were set in order to maintain flexibility. Further, if results of operations for European operations were not satisfactory (again, no target amounts were set to maintain flexibility), then bonus compensation, as well as overall compensation could be lowered without otherwise affecting base salary. Individual performance, level of responsibility, skill and experience, were the salient factors considered by the Compensation Committee in awarding bonus compensation described below.
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In recognition of the Company’s turnaround from the effects of the COVID-19 pandemic and record results in 2021, and after the recommendations of Messrs. Madar and Benacin, the compensation committee determined that Mr. Benacin receive a bonus of $166,000. For 2020 Mr. Benacin, the chief decision maker for European operations, proposed and the compensation committee concurred in the payment of discretionary bonus compensation of $131,000. For his performance in 2019 Mr. Benacin was paid discretionary bonus compensation of $110,000. The discretionary bonus compensation for Mr. Benacin has been approximately 30% of his base salary in 2021, 17%, of his base salary in 2020 and approximately 14% in 2019. In addition, bonus compensation for Messrs. Santi and Garcia-Pelayo have remained in lockstep, and each was awarded a discretionary bonus of $378,000 in 2021 or 78% of their base salary. This compares to $296,000 and $324,000 in 2020 and 2019, respectively, or approximately 63% and 73% of their base salaries for services performed in 2020 and 2019, respectively.
A different approach is taken for United States operations as that segment is smaller and less profitable. As discussed above, a more significant base salary is paid in order to attract and retain employees with the skills and talents needed to run United States operations with a lesser emphasis placed on bonuses. In 2021, although Mr. Greenberg did not receive any increase in base salary due to the continuing impact of the COVID-19 pandemic, he did receive a discretionary bonus of $70,000 based upon the recommendation of the Chief Executive Officer. Mr. Greenberg was paid a discretionary bonus of $35,000 in 2020 and $50,000 in 2019. The Compensation Committee considered the following material factors in granting Mr. Greenberg his bonuses: his individual performance, level of responsibility, skill and experience, as well as the recommendation of the Chief Executive Officer.
Mr. Madar, the Chief Executive Officer has not received any cash bonus in the past three years.
As required by French law, Interparfums SA maintains its own profit sharing plan for all French employees who have completed three months of service, including executive officers of our European operations other than Mr. Benacin, the Chief Executive Officer of Interparfums SA. Benefits are calculated based upon a percentage of taxable income of Interparfums SA and allocated to employees based upon salary. The maximum amount payable per year per employee is approximately $34,940.
Calculation of the total annual benefits contribution is made according to the following formula:
67% of (Interparfums SA net income, less 2.5% of shareholders’ equity without net income for the year) times a fraction, the numerator of which is wages, and the denominator of which is net income before tax + wages + taxes (other than income tax) + valuation allowances + amortization expenses + interest expenses.
Contribution to individual employees is then made pro rata based upon their individual salaries for the year.
Long-Term Incentives
Stock Options. In prior years, we have linked long-term incentives with corporate performance through the grant of stock options. However, no options were granted in 2021 or 2020 to either employees of United States operations or European operations, but the compensation committee may choose to do so in the future as part of a review of the executive compensation strategy.
Interparfums SA Stock Compensation Plan
2019 Plan – In December 2018, Interparfums SA approved a plan to grant an aggregate of 26,600 shares of its stock to employees with no performance condition requirement, and an aggregate of 133,000 shares to officers and managers, subject to certain corporate performance conditions. The shares, subject to adjustment for stock splits, will be distributed in June 2022. Under this plan in June 2022, Messrs. Benacin, Madar, Garcia Pelayo and Santi are estimated to receive 4,000 shares each, all subject to adjustment for stock splits.
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In June 2020, the performance conditions were modified effecting 96 employees. As of December 31, 2021, the number of shares to be distributed, after forfeited shares and adjusted for stock splits, increased to 172,343. The increase in shares anticipated to be distributed were transferred from treasury shares at the Interparfums SA level. The modification resulted in a revised cost of the grant to approximately $4.6 million.
In connection with the 2019 Plan referred to above, an incentive plan was established by Interparfums SA for certain employees of Interparfums Luxury Brands, Inc. (“IPLB”), Interparfums Singapore (“IP Singapore”) and Inter Parfums, Inc. The proposed incentive plan would not provide shares but rather, would give a cash payment or bonus (“incentive” or “award”) that mirrors the shares that Interparfums SA employees will receive. An aggregate of 42,140 “phantom” shares have been awarded with Mr. Greenberg being awarded 1,000 of such “phantom” shares, all subject to adjustment for stock splits.
Stock Appreciation Rights
Our stock option plans authorize us to grant stock appreciation rights, or SARs. A SAR represents a right to receive the appreciation in value, if any, of our common stock over the base value of the SAR. To date, we have not granted any SARs under our plans. While the compensation committee currently does not plan to grant any SARs under our plans, it may choose to do so in the future as part of a review of the executive compensation strategy.
Restricted Stock
We have not in the past, and we do not have any future plans to grant restricted stock to our executive officers. However, while the compensation committee currently does not plan to authorize any restricted stock plans, the compensation committee may choose to do so in the future as part of a review of the executive compensation strategy. Our French operating subsidiary, Interparfums, SA, however, has instituted its 2019 Stock Compensation Plans as discussed above.
Other Compensation
For 2021, each of Messrs. Benacin and Garcia-Pelayo received an automobile allowance of $12,774.
No Stock Ownership Guidelines
We do not require any minimum level of stock ownership by any of our executive officers. As stated above, Messrs. Madar and Benacin, are our largest beneficial shareholders, which aligns their interests with our shareholder base in keeping executive compensation at a reasonable level.
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Retirement and Pension Plans
We maintain a 401(k) plan for United States operations. Commencing in 2021 we started matching the first $6,000 of contribution for each employee, as we have determined that base compensation together with annual bonuses, are sufficient incentives to retain talented employees. Our European operations maintain a pension plan for its employees as required by French law. For each of 2021. 2020 and 2019, each of Messrs. Benacin, Santi and Garcia-Pelayo received an increase of $17,773, $17,500, and $16,789, respectively, in their value of deferred compensation earnings.
Compensation Committee Report
We have reviewed and discussed with management the Compensation Discussion and Analysis provisions to be included in this Annual Report on Form 10-K for fiscal year ended December 31, 2021 and the proxy statement for the upcoming annual meeting of shareholders. Based on this review and discussion, we recommend to the board of directors that the Compensation Discussion and Analysis referred to above be included in this Annual Report on Form 10-K as well as the proxy statement for the upcoming annual meeting of shareholders.
Francois Heilbronn
Patrick Choël and
Veronique Gabai-Pinsky
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The following table sets forth a summary of all compensation awarded to, earned by or paid to our “named executive officers,” who are our principal executive officer, our principal financial officer, and each of the three most highly compensated executive officers of our company. This table covers all such compensation during fiscal years ended December 31, 2021, December 31, 2020 and December 31, 2019. For all compensation related matters disclosed in the summary compensation table, and elsewhere where applicable, all amounts paid in euro have been converted to U.S. dollars at the average rate of exchange in each year.
SUMMARY COMPENSATION TABLE | |||||||||||||||||||||||||||
Name and Principal Position | Year | Salary ($) |
Bonus ($) |
Stock Awards ($) |
Option Awards ($)(1) |
Non-Equity Incentive Plan Compensation ($)(2) |
Change
in Pension Value and Nonqualified Deferred Compensation Earnings ($) |
All
Other Compensation ($)(3) |
Total ($) |
||||||||||||||||||
Jean Madar, | 2021 | 1,230,000 | -0- | -0- | -0- | -0- | -0- | -0- | 1,230,000 | ||||||||||||||||||
Chairman and | 2020 | 1,230,000 | -0- | -0- | -0- | -0- | -0- | -0- | 1,230,000 | ||||||||||||||||||
Chief Executive Officer | 2019 | 630,000 | -0- | 138,320 | 353,092 | -0- | -0- | -0- | 1,121,412 | ||||||||||||||||||
Russell Greenberg, | 2021 | 720,000 | 70,000 | -0- | -0- | -0- | -0- | -0- | 790,000 | ||||||||||||||||||
Chief Financial Officer and | 2020 | 720,000 | 35,000 | -0- | -0- | -0- | -0- | -0- | 755,000 | ||||||||||||||||||
Executive Vice President | 2019 | 690,000 | 50,000 | 34,580 | 353,092 | -0- | -0- | -0- | 1,127,672 | ||||||||||||||||||
Philippe Benacin, President Inter | 2021 | 803,504 | 165,578 | -0- | -0- | -0- | 17,733 | 12,774 | 999,589 | ||||||||||||||||||
Parfums, Inc., Chief Executive | 2020 | 788,808 | 130,673 | -0- | -0- | -0- | 17,500 | 12,434 | 949,415 | ||||||||||||||||||
Officer of Interparfums SA | 2019 | 760,583 | 109,731 | 138,320 | 353,092 | -0- | 16,789 | 12,093 | 1,390,608 | ||||||||||||||||||
Philippe Santi, Executive Vice | 2021 | 482,542 | 378,464 | -0- | -0- | -0- | 17,733 | -0- | 878,739 | ||||||||||||||||||
President and Chief Financial | 2020 | 469,730 | 295,596 | -0- | -0- | -0- | 17,500 | -0- | 782,826 | ||||||||||||||||||
Officer, Interparfums SA | 2019 | 443,401 | 323,593 | 138,320 | 141,237 | 34,028 | 16,789 | -0- | 1,097,368 | ||||||||||||||||||
Frédéric Garcia-Pelayo, | 2021 | 482,542 | 378,464 | -0- | -0- | -0- | 17,733 | 12,774 | 891,513 | ||||||||||||||||||
Executive Vice President and | 2020 | 469,730 | 295,596 | -0- | -0- | -0- | 17,500 | 8,980 | 791,806 | ||||||||||||||||||
Chief Operating Officer Interparfums SA | 2019 | 443,401 | 323,593 | 138,320 | 141,237 | 34,028 | 16,789 | 8,734 | 1,106,102 |
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1 | Amounts reflected under Option Awards represent the grant date fair values in 2021, 2020 and 2019 based on the fair value of stock option awards using a Black-Scholes option pricing model. The assumptions used in this model are detailed in Footnote 13 to the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021 and filed with the SEC. |
2 | As required by French law, Interparfums SA maintains its own profit sharing plan for all French employees who have completed three months of service, including executive officers of our European operations other than Mr. Benacin, the Chief Executive Officer of Interparfums SA. Benefits are calculated based upon a percentage of taxable income of Interparfums SA and are allocated to employees based upon salary. The maximum amount payable per year is approximately $34,940. |
Calculation of total annual benefits contribution is made according to the following formula:
67% of (Interparfums SA net income, less 2.5% of shareholders’ equity without net income for the year) times a fraction, the numerator of which is wages, and the denominator of which is net income before tax + wages + taxes (other than income tax) + valuation allowances + amortization expenses + interest expenses.
Contribution to individual employees is then made pro rata based upon their individual salaries for the year.
3 | The following table identifies (i) perquisites and other personal benefits provided to our named executive officers in fiscal 2021, and quantifies those required by SEC rules to be quantified and (ii) all other compensation that is required by SEC rules to be separately identified and quantified.
|
Name and Principal Position | Perquisites and other Personal Benefits ($) |
Personal Automobile Expense ($) |
Lodging Expense ($) |
Total ($) |
||||||||||||
Jean Madar, Chairman Chief Executive Officer |
-0- | -0- | -0- | -0- | ||||||||||||
Russell Greenberg, Chief Financial Officer and Executive Vice President |
-0- | -0- | -0- | -0- | ||||||||||||
Philippe Benacin, President of Inter Parfums, Inc. and Chief Executive Officer of Interparfums SA |
-0- | 12,774 | -0- | 12,774 | ||||||||||||
Philippe Santi, Executive Vice President and Chief Financial Officer, Interparfums SA |
-0- | -0- | -0- | -0- | ||||||||||||
Frédéric Garcia-Pelayo, Executive Vice President and Chief Operating Officer, Interparfums SA |
-0- | 12,774 | -0- | 12,774] |
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Plan Based Awards
No stock options were granted to the executive officers of our company listed in the Summary Compensation Table during the past fiscal year.
Interparfums SA Stock Compensation Plan.
No options were granted by Interparfums SA to the executive officers of our company listed in the Summary Compensation Table during the past fiscal year.
Interparfums SA Profit Sharing Plan
Also as discussed above and required by French law, Inter Parfums, SA maintains its own profit sharing plan for all French employees who have completed three months of service, including executive officers of our European operations other than Mr. Benacin, the Chief Executive Officer of Inter Parfums, SA. Benefits are calculated based upon a percentage of taxable income of Interparfums SA and allocated to employees based upon salary. The maximum amount payable per year per employee is approximately $34,940.
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Outstanding Equity Awards at Fiscal Year-End
The following table sets forth certain information relating to outstanding equity awards of our Company held by the executive officers listed in the Summary Compensation Table as of December 31, 2021.
Option Awards | |||||||||||||||||||
Name | Number
of Securities Underlying Unexercised Options (#) Exercisable(1) |
Number
of Securities Underlying Unexercised Options (#) Unexercisable |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
Option Exercise Price ($) |
Option Expiration Date |
||||||||||||||
Jean Madar | 19,000 | -0- | -0- | 32.825 | 12/30/22 | ||||||||||||||
20,000 | (2) | 5,000 | (2) | -0- | 43.80 | 12/29/23 | |||||||||||||
15,000 | (2) | 10,000 | (2) | -0- | 65.25 | 12/30/24 | |||||||||||||
10,000 | (2) | 15,000 | (2) | -0- | 73.09 | 12/30/25 | |||||||||||||
Russell Greenberg | 25,000 | -0- | -0- | 32.825 | 12/30/22 | ||||||||||||||
20,000 | 5,000 | -0- | 43.80 | 12/29/23 | |||||||||||||||
15,000 | 10,000 | -0- | 65.25 | 12/30/24 | |||||||||||||||
10,000 | 15,000 | -0- | 73.09 | 12/30/25 | |||||||||||||||
Philippe Benacin | 19,000 | -0- | -0- | 32.825 | 12/30/22 | ||||||||||||||
20,000 | (2) | 5,000 | (2) | -0- | 43.80 | 12/29/23 | |||||||||||||
15,000 | (2) | 10,000 | (2) | -0- | 65.25 | 12/30/24 | |||||||||||||
10,000 | (2) | 15,000 | (2) | -0- | 73.09 | 12/30/25 | |||||||||||||
Philippe Santi | 1,200 | -0- | -0- | 32.825 | 12/30/22 | ||||||||||||||
1,200 | 1,200 | -0- | 43.80 | 12/29/23 | |||||||||||||||
-0- | 1,600 | -0- | 46.903 | 1/18/24 | |||||||||||||||
2,000 | 4,000 | -0- | 65.25 | 12/30/24 | |||||||||||||||
2,000 | 6,000 | -0- | 73.09 | 12/30/25 | |||||||||||||||
Frédéric Garcia-Pelayo | 1,200 | -0- | -0- | 32.825 | 12/30/22 | ||||||||||||||
1,200 | 1,200 | -0- | 43.80 | 12/29/23 | |||||||||||||||
-0- | 1,600 | -0- | 46.903 | 1/18/24 | |||||||||||||||
2,000 | 4,000 | -0- | 65.25 | 12/30/24 | |||||||||||||||
2,000 | 6,000 | -0- | 73.09 | 12/30/25 |
[Footnotes from table above]
1 | All options expire 6 years from the date of grant, and vest 20% each year commencing one year after the date of grant. |
2 | Options are held in the name of personal holding company. |
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The following table sets certain information relating to outstanding equity awards granted by Interparfums SA, our majority-owned French subsidiary which has its shares traded on the NYSE Euronext, held by the executive officers of our company listed in the Summary Compensation Table as of the end of the past fiscal year.
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
OF INTERPARFUMS SA
Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable) | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
Option Exercise Price ($) |
Option
Expiration Date |
Number of Shares or Units of Stock that Have Not Vested (#)(1) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested($) | ||||||||||||||||||||||||
Jean Madar | -0- | -0- | -0- | -0- | N/A | -0- | -0- | -0- | NA | ||||||||||||||||||||||||
Russell Greenberg | -0- | -0- | -0- | -0- | N/A | -0- | -0- | -0- | NA | ||||||||||||||||||||||||
Philippe Benacin | -0- | -0- | -0- | -0- | N/A | 5,324 | 443,202 | -0- | NA | ||||||||||||||||||||||||
Philippe Santi | -0- | -0- | -0- | -0- | N/A | 5,324 | 443,202 | -0- | NA | ||||||||||||||||||||||||
Frédéric Garcia-Pelayo | -0- | -0- | -0- | -0- | N/A | 5,324 | 443,202 | -0- | NA |
1 Estimated number of shares are to be issued only to the extent that the performance conditions have been met.
2 As of December 31, 2021, the closing price of Interparfums SA as reported by Euronext was 73.50 euros, and the exchange rate was 1.1326 U.S. dollars to 1 euro.
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Option Exercises and Stock Vested
The following table sets forth certain information relating to each option exercise affected during the past fiscal year, and each vesting of stock, including restricted stock, restricted stock units and similar instruments of our company during the past fiscal year, for the executive officers of our company listed in the Summary Compensation Table.
OPTION EXERCISES AND STOCK VESTED
Option Awards | Stock Awards | |||||||||||||||
Name | Number of Shares Acquired on Exercise (#) |
Value
Realized on Exercise ($)1 |
Number of Shares Acquired on Vesting (#) |
Value Realized On Vesting ($) |
||||||||||||
Jean Madar | 19,000 | 1,375,915 | 0 | 0 | ||||||||||||
Russell Greenberg | 25,000 | 1,460,464 | 0 | 0 | ||||||||||||
Philippe Benacin | 19,000 | 1,277,297 | 0 | 0 | ||||||||||||
Philippe Santi | 16,000 | 440,577 | 0 | 0 | ||||||||||||
Frédéric Garcia-Pelayo | 16,000 | 452,342 | 0 | 0 |
[Footnotes from table above]
1 | Total value realized on exercise of options in dollars is based upon the difference between the fair market value of the common stock on the date of exercise, and the exercise price of the option. |
Regarding Interparfums SA, our majority-owned French subsidiary which has its shares traded on the Euronext, no options were exercised during the past fiscal year, and there was no vesting of stock, including restricted stock, restricted stock units and similar instruments during the past fiscal year, for the executive officers of our company listed in the Summary Compensation Table.
Pension Benefits
The following table sets forth certain information relating to payment of benefits in connection with retirement plans during the past fiscal year, for the executive officers of our company listed in the Summary Compensation Table.
PENSION BENEFITS
Name | Plan Name | Number of Years Credited Service (#) |
Present Value of Accumulated Benefit* ($) |
Payments During Last Fiscal Year ($) |
||||||||
Jean Madar | NA | NA | -0- | -0- | ||||||||
Russell Greenberg | NA | NA | -0- | -0- | ||||||||
Philippe Benacin | Inter Parfums SA Pension Plan | NA | 315,233 | 17,733 | ||||||||
Philippe Santi | Inter Parfums SA Pension Plan | NA | 305,233 | 17,733 | ||||||||
Frédéric Garcia-Pelayo | Inter Parfums SA Pension Plan | NA | 305,233 | 17,733 |
* | Does not include any contributions made by prior employers, or individually by the recipients as such information is confidential under French law. |
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Interparfums SA maintains a pension plan for all of its employees, including all executive officers. The calculation of commitments for severance benefits involves estimating the probable present value of projected benefit obligations. This projected benefit obligations are then prorated to take into account seniority of the employees of Interparfums SA on the calculation date.
In calculating benefits, the following assumptions were applied:
- | voluntary retirement at age 65; |
- | a rate of 45% for employer payroll contributions for all employees; |
- | a 4% average annual salary increase; |
- | an annual rate of turnover for all employees under 55 years of age and nil above; |
- | the TH 00-02 mortality table for men and the TF 00-02 mortality table for women; |
- | a discount rate of 2.0%. |
The normal retirement age is 65 years, but employees, including Messrs. Benacin, Santi and Garcia-Pelayo, can collect reduced benefits if they retire at age 62.
Nonqualified Deferred Compensation
We do not maintain any nonqualified deferred compensation plans.
CEO Pay Ratio
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our mean employee and the annual total compensation of Mr. Jean Madar, Chief Executive Officer (the “CEO”):
For 2021, our last completed fiscal year:
● | Our median employee’s compensation was $69,673 |
● | Our Chief Executive Officer’s total 2021 compensation was $2,605,915 |
● | Accordingly, our 2021 CEO to Median Employee Pay Ratio was 37.4 to 1 |
This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records. We identified our median employee using our total employee population as of December 31, 2021 by applying a consistently applied compensation measure across our global employee population. For our consistently applied compensation measure, we used all compensation, including actual base salary, bonuses, commissions, and any overtime paid during the 12-month period ending December 31, 2021. We did not use any material estimates, assumptions, adjustments or statistical sampling to determine the worldwide median employee.
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The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
Employment and Consulting Agreements
As part of our acquisition in 1991 of the controlling interest in Interparfums SA, now a subsidiary, we entered into an employment agreement with Philippe Benacin. The agreement provides that Mr. Benacin will be employed as Vice Chairman of the Board and President and Chief Executive Officer of Inter Parfums Holdings and its subsidiary, Interparfums SA. The initial term expired on September 2, 1992, and has subsequently been automatically renewed for additional annual periods. The agreement provides for automatic annual renewal terms, unless either party terminates the agreement upon 120 days’ notice. For 2021, Mr. Benacin received an annual salary of approximately $804,000, and automobile expenses of approximately $12,774 which are subject to increase at the discretion of the board of directors. The agreement also provides for indemnification and a covenant not to compete for one year after termination of employment.
In 2014, we entered into a consulting agreement with Mr. Benacin’s holding company, Philippe Benacin Holding SAS, which provides for review on an annual basis of the amount of compensation payable to such company. The agreement also provides for indemnification for Mr. Benacin and his holding company and a covenant not to compete for one year after termination of the agreement. The agreement was for one year, with automatic one year renewals unless either party terminates on 120 days’ notice or Mr. Benacin ceases to be the President of our company. For 2019 through 2021 Mr. Benacin’s personal holding company received $250,000 each year for services rendered outside of the United States by Mr. Benacin in his capacity as President. In addition, in December 2018 and December 2019, we granted options to purchase 25,000 shares for the benefit of Mr. Benacin, which were granted to his personal holding company instead of Mr. Benacin directly.
In 2013, we enter into a consulting agreement with Mr. Madar’s holding company, Jean Madar Holding SAS, which provides for review on an annual basis of the amount of compensation payable to such company. The agreement also provides for indemnification for Mr. Madar and his holding company and a covenant not to compete for one year after termination of the agreement. The agreement was for one year, with automatic one year renewals unless either party terminates on 120 days’ notice or Mr. Madar ceases to be the Chief Executive Officer of our company. As discussed above, in view of receiving substantially less than the annual and median average CEO salaries for peer companies and companies with comparable market capitalization, in early February 2020 the Mr. Madar’s base salary was increased by $600,000 to $1.23 million effective as of January 1, 2020, and allocated so that the annual base salary for Jean Madar individually was $285,000, and the fees to Jean Madar Holding SAS were $945,000, effective as of January 1, 2020. For 2021, the compensation to Mr. Madar and the fees paid to Jean Madar Holding SAS were unchanged from 2020. In addition, in December 2018 and December 2019, we granted options to purchase 25,000 shares for the benefit of Mr. Madar, which were granted to his personal holding company instead of Mr. Madar directly.
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Compensation of Directors
The following table sets forth certain information relating to the compensation for each of our directors who is not an executive officer of our Company named in the Summary Compensation Table for the past fiscal year.
DIRECTOR COMPENSATION | |||||||||||||||||||||||||||||
Name | Fees Earned or Paid in Cash ($) |
Stock Awards ($) |
Option Awards ($) |
Non-Equity
Incentive Plan Compensation ($) |
Change
in Pension Value and Nonqualified Deferred Compensation Earnings |
All
Other Compensation ($)1 |
Total ($) |
||||||||||||||||||||||
Francois Heilbronn2 | 20,000 | -0- | 17,020 | -0- | -0- | 58,861 | 95,881 | ||||||||||||||||||||||
Robert Bensoussan3 | 12,000 | -0- | 17,020 | -0- | -0- | 36,032 | 65,052 | ||||||||||||||||||||||
Patrick Choël4 | 20,000 | -0- | 17,020 | -0- | -0- | 39,254 | 76,274 | ||||||||||||||||||||||
Michel Dyens5 | 12,000 | -0- | 17,020 | -0- | -0- | 87,095 | 116,115 | ||||||||||||||||||||||
Veronique Gabai-Pinsky6 | 20,000 | -0- | 17,020 | -0- | -0- | -0- | 37,020 | ||||||||||||||||||||||
Gilbert Harrison7 | 12,000 | -0- | 17,020 | -0- | -0- | 120,000 | 149,020 |
[Footnotes from table above]
1. | Represents gain from exercise of stock options, except for Mr. Harrison, which consists of a $120,000 payment made in 2021 to the company controlled by Mr. Harrison in connection with the acquisition of the Donna Karan license. See “Fee for Director’s Company” in Item 13, Certain Relationships and Related Transactions, and Director Independence, in this annual report on Form 10-K. |
2. | As of the end of the last fiscal year, Mr. Heilbronn held options to purchase an aggregate of 5,000 shares of our common stock. |
3. | As of the end of the last fiscal year, Mr. Bensoussan held options to purchase an aggregate of 5,000 shares of our common stock. |
4. | As of the end of the last fiscal year, Mr. Choël held options to purchase an aggregate of 4,500 shares of our common stock. |
5. | As of the end of the last fiscal year, Mr. Dyens held options to purchase an aggregate of 5,000 shares of our common stock. |
6. | As of the end of the last fiscal year, Ms. Gabai-Pinsky held options to purchase an aggregate of 6.000 shares of our common stock. |
7. | As of the end of the last fiscal year, Mr. Harrison held options to purchase an aggregate of 6,000 shares of our common stock. |
In July 2019 and compensation to all nonemployee directors was increased to $6,000 for each board meeting at which they participate in person, and $3,000 for each meeting held by conference telephone. In addition, effective January 1, 2020 the annual fee for each member of the audit committee was raised to $8,000. The compensation for the nonemployee directors remained the same for 2021, except for Mr. Harrison. During 2021, a company owned by Mr. Harrison received a fee equal to $300,000, in connection with the Donna Karan license agreement, which is effective on July 1, 2022. A payment of $120,000 was made in 2021 to Mr. Harrison’s company, and the balance will be paid, $120,000 one year later in 2022, and $60,000 two years later in 2023.
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We maintain stock option plans for our nonemployee directors. The purpose of these plans is to assist us in attracting and retaining key directors who are responsible for continuing the growth and success of our company. Under such plans, options to purchase 1,500 shares are granted on each February 1st to all nonemployee directors for as long as each is a nonemployee director on such date. However, if a nonemployee director does not attend certain of the board meetings, then such option grants are reduced according to a schedule. In addition, options to purchase 2,000 shares are granted to each nonemployee director upon his or her initial election or appointment to our board, but if such option is granted within six months of the next February 1 automatic grant, then such nonemployee director would not be eligible to receive that February 1 grant. On February 1, 2021, options to purchase 1,500 shares were granted to all of our nonemployee directors at the exercise price of $62.18 per share under our 2016 Stock Option Plan. However, our board of directors cancelled the automatic grant of options to the nonemployee directors effective with the grant that had been scheduled for February 1, 2022.
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth information with respect to the beneficial ownership of our common stock by (a) each person we know to be the beneficial owner of more than 5% of our outstanding common stock, (b) our executive officers and directors and (c) all of our directors and officers as a group. Messrs. Madar and Benacin own 99.99% of their respective personal holding companies. As of January 26, 2022, we had 31,836,545 shares of common stock outstanding.
Name and Address of Beneficial Owner | Amount
of Beneficial Ownership1 |
Approximate Percent of Class |
|||||
Jean Madar c/o Interparfums SA 4, Rond Point des Champs Elysees 75008 Paris, France |
7,109,341 | 2 | 22.4 | % | |||
Philippe Benacin c/o Interparfums SA 4, Rond Point des Champs Elysees 75008 Paris, France |
6,910,064 | 3 | 21.7 | % | |||
Russell Greenberg c/o Inter Parfums, Inc. 551 Fifth Avenue New York, NY 10176 |
77,500 | 4 | Less than 1 | % | |||
Philippe Santi Interparfums SA 4, Rond Point des Champs Elysees 75008, Paris France |
7,200 | 5 | Less than 1 | % | |||
Francois Heilbronn 60 Avenue de Breteuil 75007 Paris, France |
26,438 | 6 | Less than 1 | % | |||
Robert Bensoussan c/o Sirius Equity LLP 52 Brook Street W1K 5DS London |
9,875 | 7 | Less than 1 | % |
Patrick Choël 140 Rue de Grenelle 75007, Paris, France |
6,375 | 8 | Less than 1 | % | |||
Michel Dyens Michel Dyens & Co. 17 Avenue Montaigne 75008 Paris, France |
6,875 | 9 | Less than 1 | % | |||
Veronique Gabai-Pinsky 200 East End Avenue New York NY 10128 |
3,875 | 10 | Less than 1 | % | |||
Gilbert Harrison Harrison Group 745 Fifth Avenue, Suite 514 New York, NY 10151 |
3,875 | 11 | Less than 1 | % | |||
Frederic Garcia-Pelayo Interparfums SA 4, Rond Point des Champs Elysees 75008, Paris, France |
6,555 | 12 | Less than 1 | % | |||
Blackrock, Inc. 55 East 52nd Street New York, NY 10055 |
2,662,032 |
13 | 8.4 | % | |||
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 |
1,983,427 | 14 | 6.2 | % | |||
Ameriprise Financial, Inc. 145 Ameriprise Financial Center Minneapolis, MN 55474 |
1,744,296 | 15 | 5.4 | % | |||
All Directors and Officers (As a Group 10 Persons) |
14,167,793 | 16 | 44.2 | % |
1 | All shares of common stock are directly held with sole voting power and sole power to dispose, unless otherwise stated. Options which are exercisable within 60 days are included in beneficial ownership calculations. |
2 | Consists of 13,000 shares held directly, 7,032,341 shares held indirectly through Jean Madar Holding SAS, a personal holding company, and options to purchase 64,000 shares. |
3 | Consists of 6,846,064 shares held indirectly through Philippe Benacin Holding SAS, a personal holding company, and options to purchase 64,000 shares. |
4 | Consists of shares 7,500 shares held directly and options to purchase 70,000 shares. |
5 | Consists of options to purchase shares. |
6 | Consists of 24,063 shares held directly and options to purchase 2,375 shares. |
7 | Consists of 7,500 shares held directly and options to purchase 2,375 shares. |
8 | Consists of 4,250 shares held directly and options to purchase 2,125 shares. |
9 | Consists of 4,000 shares held directly and options to purchase 2,875 shares. |
10 | Consists of shares of common stock underlying options. |
11 | Consists of shares of common stock underlying options. |
12 | Consists of shares of common stock underlying options. |
13 | Information based upon Schedule 13G Amendment 6 of Blackrock, Inc. dated February 1, 2022 as filed with the Securities and Exchange Commission. |
14 | Information based upon Schedule 13G Amendment 5 of The Vanguard Group, an investment advisor, dated February 9, 2022 as filed with the Securities and Exchange Commission. |
Information based upon Schedule 13G Amendment 1 of Ameriprise Financial, Inc. (“AFI”) dated February 14, 2022 as filed with the Securities and Exchange Commission. AFI disclaims beneficial ownership of any shares reported on this Schedule 13G. |
15 | Consists of 13,938,718 shares held directly or indirectly, and options to purchase 229,255 shares. |
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The following table sets forth certain information as of the end of our last fiscal year regarding all equity compensation plans that provide for the award of equity securities or the grant of options, warrants or rights to purchase our equity securities.
Equity Compensation Plan Information
Plan category | Number
of securities to be issued upon exercise of outstanding options, warrants and rights (a) |
Weighted-average exercise price of outstanding options, warrants and rights (b) |
Number
of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) |
|||||||||
Equity compensation plans approved by security holders | 650,440 | $57.58 | 612,535 | |||||||||
Equity compensation plans not approved by security holders | -0- | N/A | -0- | |||||||||
Total |
Item 13. Certain Relationships and Related Transactions, and Director Independence
Transactions with European Subsidiaries
We have guaranteed the obligations of our majority-owned, French subsidiary, Interparfums SA under our expired Paul Smith license agreement. We also provide (or had provided on our behalf) certain financial, accounting and legal services for Interparfums SA, and during 2021, 2020 and 2019 fees for such services were $443,625, $450,750 and $483,675, respectively.
During 2018, Interparfums SA, loaned the Company $10 million. This loan was repayable in ten (10) equal monthly payments of $1 million of principal plus accrued interest at 2% per annum, with the first payment made on May 31, 2019, and the last payment made on February 28, 2020.
In March 2020, Interparfums Luxury Brands, Inc., an indirect majority-owned subsidiary of the Company, loaned the Company $10 million, which was repaid in full, with interest at 2% per annum, in December 2020.
In September 2021, Interparfums Luxury Brands, Inc., an indirect majority-owned subsidiary of the Company, loaned the Company $24 million, which is repayable in 12 equal monthly payments with interest at 2% per annum commencing on January 31, 2022.
In December 2021, Inter Parfums USA, LLC, a United States subsidiary, renewed a license agreement for five years that was initially signed in 2012 on the same terms with Interparfums Suisse (SARL), a Swiss subsidiary of Interparfums SA, for the right to sell amenities under the Lanvin brand name to luxury hotels, cruise lines and airlines in return for royalty payments as are customary in our industry.
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Fee for Director’s Company
In connection with the acquisition of the Donna Karan license, which takes effect on July 1, 2022 as discussed above, we agreed to pay to the company controlled by Mr. Gilbert Harrison, a director, the sum of $300,000, payable over time, with $120,000 being paid in 2021, and deferred payments of $120,000 one year later and $60,000 two years later.
Consulting Agreements
In 2014, we entered into a consulting agreement with Mr. Benacin’s holding company, Philippe Benacin Holding SAS, which provides for review on an annual basis of the amount of compensation payable to such company. The agreement also provides for indemnification for Mr. Benacin and his holding company and a covenant not to compete for one year after termination of the agreement. The agreement was for one year, with automatic one year renewals unless either party terminates on 120 days’ notice or Mr. Benacin ceases to be the President of our company. For 2015 through 2021 Mr. Benacin’s personal holding company received $250,000 each year for services rendered outside of the United States by Mr. Benacin in his capacity as President. In addition, in December 2018 and December 2019, we granted options to purchase 25,000 shares for the benefit of Mr. Benacin, which were granted to his personal holding company instead of Mr. Benacin directly.
In 2013, we enter into a consulting agreement with Mr. Madar’s holding company, Jean Madar Holding SAS, which provides for review on an annual basis of the amount of compensation payable to such company. The agreement also provides for indemnification for Mr. Madar and his holding company and a covenant not to compete for one year after termination of the agreement. The agreement was for one year, with automatic one year renewals unless either party terminates on 120 days’ notice or Mr. Madar ceases to be the Chief Executive Officer of our company. As discussed above, in view of receiving substantially less than the annual and median average CEO salaries for peer companies and companies with comparable market capitalization, in early February 2020 the Mr. Madar’s base salary was increased by $600,000 to $1.23 million effective January 1, 2020, and allocated so that the annual base salary for Jean Madar individually was $285,000, and the fees to Jean Madar Holding SAS were $945,000. For 2021, the compensation to Mr. Madar and the fees paid to Jean Madar Holding SAS were unchanged from 2020. In addition, in December 2018 and again in December 2019, we granted options to purchase 25,000 shares for the benefit of Mr. Madar, which were granted to his personal holding company rather than to Mr. Madar directly.
Procedures for Approval of Related Person Transactions
Transactions between related persons, such as between an executive officer or director and our company, or any company or person controlled by such officer or director, are required to be approved by our Audit Committee of our board of directors. Our Audit Committee Charter contains such explicit authority, as required by the applicable rules of The Nasdaq Stock Market.
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Director Independence
The following are our directors who are independent directors within the applicable rules of The Nasdaq Stock Market:
Francois Heilbronn
Robert Bensoussan
Patrick Choël
Michel Dyens
Veronique Gabai-Pinsky
Gilbert Harrison
We follow and comply with the independent director definitions as provided by The Nasdaq Stock Market rules in determining the independence of our directors, which are posted on our company’s website. In addition, such rules are also available on The Nasdaq Stock Market’s website. In addition, The Nasdaq Stock Market maintains more stringent rules relating to director independence for the members of our Audit Committee, and the members of our Audit Committee, Messrs. Heilbronn and Choël, as well as Ms. Gabai-Pinsky, are independent within the meaning of those rules.
Board Leadership Structure and Risk Management
For more than the past ten (10) years, Jean Madar has held the positions of Chairman of the Board of Directors and Chief Executive Officer of our company. Almost since inception, Mr. Madar has been allocated the responsibility of overseeing our United States operations and the operation of Inter Parfums, Inc., as a public company. Philippe Benacin, as Chief Executive Officer of Interparfums SA, has been allocated the responsibility of overseeing our European operations and its operation as a public company in France. In addition, Mr. Benacin is also the Vice Chairman of the Board of Directors of our company. Our board of directors is comfortable with this approach, as the two largest beneficial stockholders of our company are also directly responsible for the operations of our company’s two operating segments. Accordingly, our board of directors does not have a “Lead Director,” a non-management director who controls the meetings of our board of directors.
Our board of directors manages risk by (i) review of periodic operating reports and discussions with management; (ii) approval of executive compensation incentive plans through its committee, the Executive Compensation and Stock Option Committee; (iii) approval of related party transactions through its committee, the Audit Committee; and (iv) approval of material transactions not in the ordinary course of business. Since our inception, we have never been the subject of any material product liability claims, and we have had no recent material property damage claims.
Further, 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 foreign 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.
In addition, we mitigate interest rate risk by continually 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.
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Item 14. Principal Accountant Fees and Services
Fees
The following sets forth the fees billed to us by Mazars USA LLP, as well as discusses the services provided for the past two fiscal years, fiscal years ended December 31, 2021 and December 31, 2020.
Audit Fees
Fees billed by Mazars USA LLP and its affiliate, Mazars S.A. for audit services and review of the financial statements contained in our Quarterly Reports on Form 10-Q were $1.2 and $1.1 and million for 2021 and 2020, respectively.
Audit-Related Fees
Mazars USA LLP did not bill us for any audit-related services during 2021 and 2020.
Tax Fees
Mazars USA LLP billed us $49,300 and $34,500 for tax services during 2021 and 2020, respectively.
All Other Fees
Mazars S.A. billed us $3,000 and $3,500 for other services during 2021 and 2020, respectively.
Audit Committee Pre-Approval Policies and Procedures
The Audit Committee has the sole authority for the appointment, compensation and oversight of the work of our independent accountants, who prepare or issue an audit report for us.
During the second quarter of 2021, the audit committee authorized the following non-audit services to be performed by Mazars USA LLP.
● | We authorized the engagement of Mazars USA LLP if deemed necessary to provide tax consultation in the ordinary course of business for fiscal year ended December 31, 2021. |
● | We authorized the engagement of Mazars USA LLP if deemed necessary to provide tax consultation as may be required on a project by project basis that would not be considered in the ordinary course of business, up to a $10,000 fee limit per project (or €10,000 in the case of Interparfums SA), subject to an aggregate fee limit of $50,000 for fiscal year ended December 31, 2021. If we require further tax services from Mazars USA LLP, then the approval of the audit committee must be obtained. |
● | We authorized the engagement of Mazars USA LLP if deemed necessary to provide attestation or other services as may be required on a project by project basis that would not be considered in the ordinary course of business, up to a $10,000 fee limit per project (or €10,000 in the case of Interparfums SA), subject to an aggregate fee limit of $50,000 for fiscal year ended December 31, 2021. If we require further tax services from Mazars USA LLP, then the approval of the audit committee must be obtained. |
● | If we require other services by Mazars USA LLP on an expedited basis such that obtaining pre-approval of the audit committee is not practicable, then the Chairman of the Committee has authority to grant the required pre-approvals for all such services. |
84
● | We imposed a cap of $100,000 on the fees that Mazars USA LLP can charge for services on an expedited basis that are approved by the Chairman without obtaining full audit committee approval. |
● | None of the non-audit services of either of the Company’s auditors had the pre-approval requirement waived in accordance with Rule 2-01(c)(7)(i)(C) of Regulation S-X. | |
85
PART IV
Item 15. Exhibits, Financial Statement Schedules
Page | ||
(a)(1) Financial Statements annexed hereto | ||
Report of Independent Registered Public Accounting Firm | F-2 | |
Audited Financial Statements: | ||
Consolidated Balance Sheets as of December 31, 2021 and 2020 | F-5 | |
Consolidated Statements of Income for each of the years in the three-year period ended December 31, 2021 | F-6 | |
Consolidated Statements of Comprehensive Income (Loss) for each of the years in the three-year period ended December 31, 2021 | F-7 | |
Consolidated Statements of Changes in Shareholders’ Equity for each of the years in the three-year period ended December 31, 2021 | F-8 | |
Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 2021 | F-9 | |
Notes to Consolidated Financial Statements | F-10 | |
(a)(2) Financial Statement Schedule: | ||
Schedule II – Valuation and Qualifying Accounts | F-33 | |
(a)(3) Exhibits – The list of exhibits is contained in the Exhibit Index, which follows the signature page of this report. |
Item 16. Form 10-K Summary
None.
86
INTER PARFUMS, INC. AND SUBSIDIARIES
Consolidated Financial Statements and Schedule
Index
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To Shareholders and the Board of Directors of Inter Parfums, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Inter Parfums, Inc. (the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes and the schedule listed in the Index in Item 15(a)(2) (collectively referred to as the “financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework: (2013) issued by COSO.
Basis for Opinion
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
F-2
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
As described in Notes 1 and 8 to the consolidated financial statements, the Company’s consolidated indefinite and finite —life intangible assets balance was $214 million at December 31, 2021. Indefinite lived intangible assets principally consist of trademarks and finite-lived intangible assets represent fees to acquire, or enter into a license.
Those intangible assets are tested for impairment as follows:
- | Indefinite – life intangible assets are tested for impairment at least annually at the reporting unit level or more frequently when events occur or circumstances change. The evaluation requires a comparison of the estimated fair value of the asset to the carrying value of the asset. The fair value is estimated based upon discounted future cash flow projections. If the carrying value of an indefinite-lived intangible asset exceeds its fair value, an impairment charge is recorded. |
F-3
- | Finite – life intangible assets are tested for impairment testing whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If impairment indicators exist, the undiscounted future cash flows associated with the expected service potential of the asset are compared to the carrying value of the asset. If the projection of undiscounted cash flows is less than the carrying value of a finite-lived intangible asset, an impairment charge would be recorded. |
The determination of the future cash flows of the intangible assets requires management to make significant estimates and assumptions related to forecasts of future revenues, operating margins and discount rates. As disclosed by management, changes in these assumptions could have a significant impact on the future cash flows and therefore, on the amount of any impairment charge. The determination of an impairment indicator on the finite – life intangible assets requires management judgments and involves assumptions.
We identified the impairment assessment of intangible assets as a critical audit matter and auditing management’s judgments regarding the evaluation of impairment indicators, forecasts of future revenue and operating margin, and the discount rate to be applied involve a high degree of subjectivity.
The primary procedures we performed to address this critical audit matter included:
► Reviewing the analysis of the identification of impairment evidence for each indefinite and finite-life asset based on three indicators (sales analysis, new products launches, payment of minimum guarantees), and then corroborating that analysis with external information and evidence obtained in other areas of the audit.
► Testing the effectiveness of controls relating to management’s impairment tests, including controls over the impairment indicators and determination of the future cash flows.
► In testing management’s process for determining the future cash flows we evaluated the reasonableness of management’s forecasts of future revenue and operating margin by performing a retrospective review in comparing these forecasts to historical operating results, evaluating whether the assumptions used were reasonable considering current information as well as future expectations, and using additional evidence obtained in other areas of the audit.
► Utilizing a valuation specialist to assist in auditing the discount rate. It includes evaluating whether the assumptions used were reasonable by comparing to third party market data.
/s/ Mazars USA LLP
We have served as the Company's auditor since 2004.
March 1, 2022
F-4
INTER PARFUMS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2021 and 2020
(In thousands except share and per share data)
Assets | 2021 | 2020 | ||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | $ | ||||||
Short-term investments | ||||||||
Accounts receivable, net | ||||||||
Inventories | ||||||||
Receivables, other | ||||||||
Other current assets | ||||||||
Income taxes receivable | ||||||||
Total current assets | ||||||||
Property, equipment and leasehold improvements, net | ||||||||
Right-of-use assets, net | ||||||||
Trademarks, licenses and other intangible assets, net | ||||||||
Deferred tax assets | ||||||||
Other assets | ||||||||
Total assets | $ | | $ | |||||
Liabilities and Equity | ||||||||
Current liabilities: | ||||||||
Current portion of long-term debt | $ | $ | ||||||
Current portion of lease liabilities | ||||||||
Accounts payable - trade | ||||||||
Accrued expenses | ||||||||
Income taxes payable | ||||||||
Total current liabilities | ||||||||
Long–term debt, less current portion | ||||||||
Lease liabilities, less current portion | ||||||||
Equity: | ||||||||
Inter Parfums, Inc. shareholders’ equity: | ||||||||
Preferred stock, $ | par value. Authorized shares; issued||||||||
Common stock, $ | par value. Authorized shares; outstanding, and shares at December 31, 2021 and 2020, respectively||||||||
Additional paid-in capital | ||||||||
Retained earnings | ||||||||
Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
Treasury stock, at cost, | common shares at December 31, 2021 and 2020( | ) | ( | ) | ||||
Total Inter Parfums, Inc. shareholders’ equity | ||||||||
Noncontrolling interest | ||||||||
Total equity | ||||||||
Total liabilities and equity | $ | $ |
See accompanying notes to consolidated financial statements.
F-5
INTER PARFUMS, INC. AND SUBSIDIARIES
Consolidated Statements of Income
Years ended December 31, 2021, 2020, and 2019
(In thousands except share and per share data)
2021 | 2020 | 2019 | ||||||||||
Net sales | $ | $ | $ | |||||||||
Cost of sales | ||||||||||||
Gross margin | ||||||||||||
Selling, general, and administrative expenses | ||||||||||||
Impairment loss | ||||||||||||
Income from operations | ||||||||||||
Other expenses (income): | ||||||||||||
Interest expense | | |||||||||||
(Gain) loss on foreign currency | ( | ) | ||||||||||
Interest and investment income | ( | ) | ( | ) | ( | ) | ||||||
Other income | ( | ) | ( | ) | ||||||||
Other expenses (income) | ( | ) | ( | ) | ||||||||
Income before income taxes | ||||||||||||
Income taxes | ||||||||||||
Net income | ||||||||||||
Less: Net income attributable to the noncontrolling interest | ||||||||||||
Net income attributable to Inter Parfums, Inc. | $ | $ | $ | |||||||||
Net income attributable to Inter Parfums, Inc. common shareholders: | ||||||||||||
Basic | $ | $ | $ | |||||||||
Diluted | $ | $ | $ | |||||||||
Weighted average number of shares outstanding: | ||||||||||||
Basic | ||||||||||||
Diluted | ||||||||||||
Dividends declared per share | $ | $ | $ |
See accompanying notes to consolidated financial statements.
F-6
INTER PARFUMS, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
Years ended December 31, 2021, 2020, and 2019
(In thousands except share and per share data)
2021 | 2020 | 2019 | ||||||||||
Net income | $ | $ | $ | |||||||||
Other comprehensive income: | ||||||||||||
Net derivative instrument income (loss), net of tax | ( | ) | ( | ) | ||||||||
Transfer of OCI into earnings | ( | ) | ( | ) | ||||||||
Translation adjustments, net of tax | ( | ) | ( | ) | ||||||||
( | ) | ( | ) | |||||||||
Comprehensive income | ||||||||||||
Comprehensive income attributable to noncontrolling interests: | ||||||||||||
Net income | ||||||||||||
Net derivative instrument loss, net of tax | ( | ) | ( | ) | ( | ) | ||||||
Translation adjustments, net of tax | ( | ) | ( | ) | ||||||||
Comprehensive income attributable to Inter Parfums Inc. | $ | $ | $ |
See accompanying notes to consolidated financial statements.
F-7
INTER PARFUMS, INC. AND SUBSIDIARIES
Consolidated Statements of Changes in Shareholders’ Equity
Years ended December 31, 2021, 2020, and 2019
(In thousands except share and per share data)
2021 | 2020 | 2019 | ||||||||||
Common stock, beginning of year | $ | $ | $ | |||||||||
Shares issued upon exercise of stock options | ||||||||||||
Common stock, end of year | ||||||||||||
Additional paid-in capital, beginning of year | ||||||||||||
Shares issued upon exercise of stock options | ||||||||||||
Share-based compensation | ||||||||||||
Purchase of subsidiary shares from noncontrolling interests | ( | ) | ||||||||||
Shares issued for license acquisition | ||||||||||||
Transfer of subsidiary shares purchased | ( | ) | ||||||||||
Additional paid-in capital, end of year | ||||||||||||
Retained earnings, beginning of year | ||||||||||||
Net income | ||||||||||||
Dividends | ( | ) | ( | ) | ( | ) | ||||||
Share-based compensation | ||||||||||||
Retained earnings, end of year | ||||||||||||
Accumulated other comprehensive loss, beginning of year | ( | ) | ( | ) | ( | ) | ||||||
Foreign currency translation adjustment, net of tax | ( | ) | ( | ) | ||||||||
Transfer from other comprehensive income into earnings | ( | ) | ( | ) | ||||||||
Net derivative instrument gain (loss), net of tax | ( | ) | ||||||||||
Accumulated other comprehensive loss, end of year | ( | ) | ( | ) | ( | ) | ||||||
Noncontrolling interest, beginning of year | ||||||||||||
Net income | ||||||||||||
Foreign currency translation adjustment, net of tax | ( | ) | ( | ) | ||||||||
Net derivative instrument loss, net of tax | ( | ) | ( | ) | ( | ) | ||||||
Purchase of subsidiary shares from noncontrolling interests | ( | ) | ||||||||||
Dividends | ( | ) | ( | ) | ( | ) | ||||||
Share-based compensation | ( | ) | ||||||||||
Transfer of subsidiary shares purchased | ( | ) | ( | ) | ||||||||
Noncontrolling interest, end of year | ||||||||||||
Total equity | $ | $ | $ |
See accompanying notes to consolidated financial statements.
F-8
INTER PARFUMS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended December 31, 2021, 2020, and 2019
(In thousands)
2021 | 2020 | 2019 | ||||||||||
Cash flows from operating activities: | ||||||||||||
Net income | $ | $ | $ | |||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
Depreciation and amortization including impairment loss | ||||||||||||
Provision for doubtful accounts | ||||||||||||
Noncash stock compensation | ||||||||||||
Share of income of equity investment | ( | ) | ( | ) | ||||||||
Lease expense | ||||||||||||
Deferred tax expense (benefit) | ( | ) | ( | ) | ||||||||
Change in fair value of derivatives | ( | ) | ( | ) | ||||||||
Changes in: | ||||||||||||
Accounts receivable | ( | ) | ||||||||||
Inventories | ( | ) | ( | ) | ||||||||
Other assets | ( | ) | ( | ) | ||||||||
Operating lease liabilities | ( | ) | ( | ) | ( | ) | ||||||
Accounts payable and accrued expenses | ( | ) | ( | ) | ||||||||
Income taxes, net | ( | ) | ||||||||||
Net cash provided by operating activities | ||||||||||||
Cash flows from investing activities: | ||||||||||||
Purchases of short-term investments | ( | ) | ( | ) | ( | ) | ||||||
Proceeds from sale of short-term investments | ||||||||||||
Purchase of property, equipment and leasehold improvements | ( | ) | ( | ) | ( | ) | ||||||
Payment for intangible assets acquired | ( | ) | ( | ) | ( | ) | ||||||
Purchase of equity investment | ( | ) | ||||||||||
Net cash used in investing activities | ( | ) | ( | ) | ( | ) | ||||||
Cash flows from financing activities: | ||||||||||||
Repayment of long-term debt | ( | ) | ( | ) | ( | ) | ||||||
Proceeds from issuance of long-term debt | ||||||||||||
Proceeds from exercise of options | ||||||||||||
Dividends paid | ( | ) | ( | ) | ( | ) | ||||||
Dividends paid to noncontrolling interests | ( | ) | ( | ) | ( | ) | ||||||
Purchase of subsidiary shares from noncontrolling interests | ( | ) | ||||||||||
Net cash provided by (used in) financing activities | ( | ) | ( | ) | ||||||||
Effect of exchange rate changes on cash | ( | ) | ( | ) | ||||||||
Net increase (decrease) in cash and cash equivalents | ( | ) | ( | ) | ||||||||
Cash and cash equivalents – beginning of year | ||||||||||||
Cash and cash equivalents – end of year | $ | $ | $ | |||||||||
Supplemental disclosures of cash flow information: | ||||||||||||
Cash paid for: | ||||||||||||
Interest | $ | $ | $ | |||||||||
Income taxes |
See accompanying notes to consolidated financial statements.
F-9
INTER PARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019
(In thousands except share and per share data)
(1) | The Company and its Significant Accounting Policies |
Business of the Company
Inter Parfums, Inc. and its subsidiaries (the “Company”) are in the fragrance business and manufacture and distribute a wide array of fragrances and fragrance related products.
Substantially all of our prestige fragrance brands are licensed from unaffiliated third parties, and our business is dependent upon the continuation and renewal of such licenses. With respect to the Company’s largest brands, we license the Montblanc, Jimmy Choo, Coach and GUESS brand names. As a percentage of net sales, product sales for the Company’s largest brands were as follows:
Year Ended December 31, | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
Montblanc | % | % | % | |||||||||
Jimmy Choo | % | % | % | |||||||||
Coach | % | % | % | |||||||||
GUESS | % | % | % |
No other brand represented 10% or more of consolidated net sales.
Basis of Preparation
The
consolidated financial statements include the accounts of the Company and its subsidiaries, including
Management Estimates
Management makes assumptions and estimates to prepare financial statements in conformity with accounting principles generally accepted in the United States of America. Those assumptions and estimates directly affect the amounts reported and disclosures included in the consolidated financial statements. Actual results could differ from those assumptions and estimates. Significant estimates for which changes in the near term are considered reasonably possible and that may have a material impact on the financial statements are disclosed in these notes to the consolidated financial statements.
Foreign Currency Translation
For foreign subsidiaries with operations denominated 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.
Cash and Cash Equivalents and Short-Term Investments
All highly liquid investments purchased with a maturity of three months or less are considered to be cash equivalents. The Company also has short-term investments which consist of certificates of deposit and other contracts with maturities greater than three months and available for sale marketable equity securities. The Company monitors concentrations of credit risk associated with financial institutions with which the Company conducts significant business. The Company believes its credit risk is minimal, as the Company primarily conducts business with large, well-established financial institutions. Substantially all cash and cash equivalents are primarily held at financial institutions outside the United States and are readily convertible into U.S. dollars.
F-10
INTER PARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019
(In thousands except share and per share data)
Accounts Receivable
Accounts receivable represent
payments due to the Company for previously recognized net sales, reduced by allowances for doubtful accounts or balances which
are estimated to be uncollectible, which aggregated $
Inventories
Inventories, including promotional merchandise, only include inventory considered saleable or usable in future periods, and are stated at the lower of cost and net realizable value, with cost being determined on the first-in, first-out method. Cost components include raw materials, direct labor and overhead (e.g., indirect labor, utilities, depreciation, purchasing, receiving, inspection and warehousing) as well as inbound freight. Promotional merchandise is charged to cost of sales at the time the merchandise is shipped to the Company’s customers.
Derivatives
All derivative instruments are recorded as either assets or liabilities and measured at fair value. The Company uses derivative instruments to principally manage a variety of market risks. For derivatives designated as hedges of the exposure to changes in fair value of the recognized asset or liability or a firm commitment (referred to as fair value hedges), the gain or loss is recognized in earnings in the period of change together with the offsetting loss or gain on the hedged item attributable to the risk being hedged. The effect of that accounting is to include in earnings the extent to which the hedge is not effective in achieving offsetting changes in fair value. For cash flow hedges, the effective portion of the derivative’s gain or loss is initially reported in equity (as a component of accumulated other comprehensive income) and is subsequently reclassified into earnings in the same period or periods during which the hedged forecasted transaction affects earnings. The ineffective portion of the gain or loss of a cash flow hedge is reported in earnings immediately. The Company also holds certain instruments for economic purposes that are not designated for hedge accounting treatment. For these derivative instruments, changes in their fair value are recorded in earnings immediately.
Property, Equipment and Leasehold Improvements
Property, equipment and leasehold improvements are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are provided using the straight-line method over the estimated useful lives for equipment, which range between three and ten years and the shorter of the lease term or estimated useful asset lives for leasehold improvements. Depreciation has not yet begun on property recently purchased, as it has not yet been put into service. Depreciation provided on equipment used to produce inventory, such as tools and molds, is included in cost of sales.
F-11
INTER PARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019
(In thousands except share and per share data)
Long-Lived Assets
Indefinite-lived intangible assets
principally consist of trademarks which are not amortized. The Company evaluates indefinite-lived intangible assets for impairment
at least annually during the fourth quarter, or more frequently when events occur or circumstances change, such as an unexpected
decline in sales, that would more-likely-than-not indicate that the carrying value of an indefinite-lived intangible asset may
not be recoverable. When testing indefinite-lived intangible assets for impairment, the evaluation requires a comparison of the
estimated fair value of the asset to the carrying value of the asset. The fair values used in our evaluations are estimated based
upon discounted future cash flow projections using a weighted average cost of capital of
Intangible assets subject to amortization are evaluated for impairment testing whenever events or changes in circumstances indicate that the carrying amount of an amortizable intangible asset may not be recoverable. If impairment indicators exist for an amortizable intangible asset, the undiscounted future cash flows associated with the expected service potential of the asset are compared to the carrying value of the asset. If our projection of undiscounted future cash flows is in excess of the carrying value of the intangible asset, no impairment charge is recorded. If our projection of undiscounted future cash flows is less than the carrying value of the intangible asset, an impairment charge would be recorded to reduce the intangible asset to its fair value.
Revenue Recognition
The Company sells its products
to department stores, perfumeries, specialty stores and domestic and international wholesalers and distributors. Our revenue contracts
represent single performance obligations to sell our products to customers. Sales of such products by our domestic subsidiaries
are denominated in U.S. dollars, and sales of such products by our foreign subsidiaries are primarily denominated in either euro
or U.S. dollars. The Company recognizes revenues when contract terms are met, the price is fixed and determinable, collectability
is reasonably assured, and control of the assets has passed to the customer based on the agreed upon shipping terms. Net sales
are comprised of gross revenues less returns, trade discounts and allowances. The Company does not bill its customers’ freight
and handling charges. All shipping and handling costs, which aggregated $
Sales Returns
Generally, the Company does not
permit customers to return their unsold products. However, for U.S. based customers, we allow returns if properly requested, authorized
and approved. The Company regularly reviews and revises, as deemed necessary, its estimate of reserves for future sales returns
based primarily upon historic trends and relevant current data including information provided by retailers regarding their inventory
levels. In addition, as necessary, specific accruals may be established for significant future known or anticipated events. The
types of known or anticipated events that we consider include, but are not limited to, the financial condition of our customers,
store closings by retailers, changes in the retail environment and our decision to continue to support new and existing products.
The Company records its estimate of potential sales returns as a reduction of sales and cost of sales with corresponding entries
to accrued expenses, to record the refund liability, and inventory, for the right to recover goods from the customer. The refund
liability associated with estimated returns was $
F-12
INTER PARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019
(In thousands except share and per share data)
Payments to Customers
The Company records revenues generated from purchase with purchase and gift with purchase promotions as sales and the costs of its purchase with purchase and gift with purchase promotions as cost of sales. Certain other incentive arrangements require the payment of a fee to customers based on their attainment of pre-established sales levels. These fees have been recorded as a reduction of net sales.
Advertising and Promotion
Advertising and promotional costs
are expensed as incurred and recorded as a component of cost of goods sold (in the case of free goods given to customers) or selling,
general and administrative expenses. Advertising and promotional costs included in selling, general and administrative expenses
were $
Package Development Costs
Package development costs associated with new products and redesigns of existing product packaging are expensed as incurred.
Operating Leases
The Company leases its offices and warehouses, vehicles, and certain office equipment, substantially all of which are classified as operating leases. The Company currently has no material financing leases. The Company determines if an arrangement is a lease at inception. Operating lease assets and obligations are recognized at the lease commencement date based on the present value of lease payments over the lease term.
License Agreements
The Company’s license agreements
generally provide the Company with worldwide rights to manufacture, market and sell fragrance and fragrance related products using
the licensors’ trademarks. The licenses typically have an initial term of approximately to years, and are potentially
renewable subject to the Company’s compliance with the license agreement provisions. The remaining terms, excluding
potential renewal periods, range from approximately to years. Under each license, the Company is required to pay royalties
in the range of
In certain cases, the Company may pay an entry fee to acquire, or enter into, a license where the licensor or another licensee was operating a pre-existing fragrance business. In those cases, the entry fee is capitalized as an intangible asset and amortized over its useful life.
Most license agreements require minimum royalty payments, incremental royalties based on net sales levels and minimum spending on advertising and promotional activities. Royalty expenses are accrued in the period in which net sales are recognized while advertising and promotional expenses are accrued at the time these costs are incurred.
F-13
INTER PARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019
(In thousands except share and per share data)
In addition, the Company is exposed to certain concentration risk. Most of our prestige fragrance brands are licensed from unaffiliated third parties, and our business is dependent upon the continuation and renewal of such licenses.
Income Taxes
The Company accounts for income taxes using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in its financial statements or tax returns. The net deferred tax assets assume sufficient future earnings for their realization, as well as the continued application of currently enacted tax rates. Included in net deferred tax assets is a valuation allowance for deferred tax assets, where management believes it is more-likely-than-not that the deferred tax assets will not be realized in the relevant jurisdiction. If the Company determines that a deferred tax asset will not be realizable, an adjustment to the deferred tax asset will result in a reduction of net earnings at that time. Accrued interest and penalties are included within the related tax asset or liability in the accompanying financial statements.
Issuance of Common Stock by Consolidated Subsidiary
The difference between the Company’s share of the proceeds received by the subsidiary and the carrying amount of the portion of the Company’s investment deemed sold, is reflected as an equity adjustment in the consolidated balance sheets.
Treasury Stock
The Board of Directors may authorize share repurchases of the Company’s common stock (Share Repurchase Authorizations). Share repurchases under Share Repurchase Authorizations may be made through open market transactions, negotiated purchase or otherwise, at times and in such amounts within the parameters authorized by the Board. Shares repurchased under Share Repurchase Authorizations are held in treasury for general corporate purposes, including issuances under various employee stock option plans. Treasury shares are accounted for under the cost method and reported as a reduction of equity. Share Repurchase Authorizations may be suspended, limited or terminated at any time without notice.
Recent Accounting Pronouncements
In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, as updated in 2019 and 2020, which require a financial asset measured at amortized cost basis to be presented at the net amount expected to be collected. The new rules eliminate the probable initial recognition threshold and, instead, reflect an entity’s current estimate of all expected credit losses. The new rules took effect for the Company in the first quarter of 2020 and there was no material impact on our consolidated financial statements.
There are no other recent accounting pronouncements issued but not yet adopted that would have a material effect on our consolidated financial statements.
Reclassifications
Certain prior year’s amounts in the accompanying consolidated statements of cash flows have been reclassified to conform to current period presentation.
F-14
INTER PARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019
(In thousands except share and per share data)
(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.
In response to the COVID-19 pandemic various national, state, and local governments where we, our suppliers, and our customers operate initially issued decrees prohibiting certain businesses from continuing to operate and certain classes of workers from reporting to work. In all jurisdictions in which we operate we have been following guidance from authorities and health officials.
The effects of the COVID-19 pandemic on the beauty industry began in early March 2020. Retail store closings, event cancellations and a shutdown of international air travel brought our sales to a virtual standstill and caused a significant unfavorable impact on our results of operations in 2020.
Business significantly improved in the second half of 2020 and continued to improve throughout 2021, as retail stores reopened, and consumers increased online purchasing. While we expect this trend to continue, as the luxury fragrance industry has shown continued resilience, the introduction of variants of COVID-19 in various parts of the world has caused the temporary re-implementation of governmental restrictions to prevent further spread of the virus. In addition, international air travel has remained curtailed in many jurisdictions due to both governmental restrictions and consumer health concerns. While COVID-19 has significantly restricted international travel in the near-term, we continue to believe that global travel retail will once again be a growth opportunity for the long-term. Lastly, the improved economy has put significant strains on our supply chain causing disruptions affecting the procurement of components, the ability to transport goods, and related cost increases. These disruptions have come at a time when demand for our product lines has never been stronger or more sustained. We have been addressing this issue since the beginning of 2021, by ordering well in advance of need and in larger quantities. Going forward, we aim to carry more inventory overall, source the same components from multiple suppliers and when possible, manufacture products closer to where they are sold. We do not expect the supply chain bottlenecks to begin lifting until later in 2022. Therefore, despite recent business improvement, the impact of the COVID-19 pandemic may have a material adverse effect on our results of our operations, financial position and cash flows through at least the end of 2022.
(3) | Recent Agreements |
Salvatore Ferragamo
In October 2021, we closed on a transaction agreement with Salvatore Ferragamo S.p.A., whereby an exclusive and worldwide license was granted for the production and distribution of Ferragamo brand perfumes. Our rights under this license are subject to certain minimum advertising expenditures and royalty payments as are customary in our industry. The license became effective in October 2021 and will last for 10 years with a 5-year optional term, subject to certain conditions.
F-15
INTER PARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019
(In thousands except share and per share data)
With respect to the management and coordination of activities related to the license agreement, the Company operates through a wholly-owned Italian subsidiary based in Florence, that was acquired from Salvatore Ferragamo on October 1, 2021. The acquisition together with the license agreement was accounted for as an asset acquisition. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed on October 1, 2021. All amounts have been translated to U.S. dollars at the October 1, 2021 exchange rate.
Inventories | $ | |||
Trademarks and licenses | ||||
Other assets | ||||
Assets acquired | ||||
Liabilities assumed | ( | ) | ||
$ |
Emanuel Ungaro
In October 2021, we also entered into a 10-year exclusive global licensing agreement a with a 5-year optional term subject to certain conditions, with Emanuel Ungaro Italia S.r.l, for the creation, development and distribution of fragrances and fragrance-related products, under the Emanuel Ungaro brand. Our rights under this license are subject to certain minimum advertising expenditures and royalty payments as are customary in our industry.
Donna Karan and DKNY
In September 2021, we entered into a long-term global licensing agreement for the creation, development and distribution of fragrances and fragrance-related products under the Donna Karan and DKNY brands. Our rights under this license are subject to certain minimum advertising expenditures and royalty payments as are customary in our industry. With this agreement, we are gaining several well-established and valuable fragrance franchises, most notably Donna Karan Cashmere Mist and DKNY Be Delicious, as well as a significant loyal consumer base around the world. In connection with the grant of license, we issued 65,342 shares of Inter Parfums, Inc. common stock valued at $5.0 million to the licensor. The exclusive license is effective July 1, 2022, and we are planning to launch new fragrances under these brands in 2023.
French Tax Settlement
The French authorities had considered 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.
In June 2021, a global settlement
agreement was reached with the French Tax Authorities, whereby Interparfums SA paid in December 2021, €
Land and Building Acquisition - Future Headquarters in Paris
In April 2021, Interparfums SA, completed the acquisition of its future headquarters at 10 rue de Solférino in the 7th arrondissement of Paris from the property developer. This is an office complex combining three buildings connected by two inner courtyards, and consists of approximately 40,000 total sq. ft.
F-16
INTER PARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019
(In thousands except share and per share data)
The $
The acquisition was financed
by a -year €
Anna Sui Corp.
In January 2021, we renewed our
license agreement with Anna Sui Corp. for the creation, development and distribution of fragrance products through December 31,
2026, without any material changes in terms and conditions.
Rochas Fashion
Effective January 1, 2021, we
entered into a new license agreement modifying our Rochas fashion business model. The new agreement calls for a reduction in royalties
to be received. As a result, in the first quarter of 2021, we took a $
S.T. Dupont
In January 2021,
(4) | Inventories |
December 31, | ||||||||
2021 | 2020 | |||||||
Raw materials and component parts | $ | $ | ||||||
Finished goods | ||||||||
$ | $ |
Overhead included in inventory
aggregated $
F-17
INTER PARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019
(In thousands except share and per share data)
(5) | Fair Value of Financial Instruments |
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 December 31, 2021 | ||||||||||||||||
Quoted Prices in | Significant Other | Significant | ||||||||||||||
Active Markets for | Observable | Unobservable | ||||||||||||||
Identical Assets | Inputs | Inputs | ||||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Assets: | ||||||||||||||||
Short-term investments | $ | $ | $ | $ | ||||||||||||
Liabilities: | ||||||||||||||||
Foreign currency forward exchange contracts accounted for using hedge accounting | $ | $ | $ | $ | ||||||||||||
Foreign currency forward exchange contracts not accounted for using hedge accounting | $ | |||||||||||||||
Interest rate swaps | ( | ) | ( | ) | ||||||||||||
$ | $ | $ | $ |
Fair Value Measurements at December 31, 2020 | ||||||||||||||||
Quoted Prices in | Significant Other | Significant | ||||||||||||||
Active Markets for | Observable | Unobservable | ||||||||||||||
Identical Assets | Inputs | Inputs | ||||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Assets: | ||||||||||||||||
Short-term investments | $ | $ | $ | $ | ||||||||||||
Foreign currency forward exchange contracts not accounted for using hedge accounting | ||||||||||||||||
$ | $ | $ | $ |
The carrying amount of cash and cash equivalents including money market funds, short-term investments including marketable equity securities, 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 variable interest rates on the Company’s indebtedness approximate current market rates.
F-18
INTER PARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019
(In thousands except share and per share data)
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.
(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.
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 in each of the years in the three-year period ended December 31, 2021. For the year ended December 31, 2021, interest expense includes a gain of $0.2 million, resulting from an 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 swap is included in long-term debt on the accompanying balance sheets. The valuation of foreign currency forward exchange contracts at December 31, 2021 and December 31, 2020, resulted in an asset and is included in other current assets on the accompanying balance sheets.
At December 31, 2021, the
Company had foreign currency contracts in the form of forward exchange contracts with notional amounts of approximately U.S. $
F-19
INTER PARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019
(In thousands except share and per share data)
(7) | Property, Equipment and Leasehold Improvements |
December 31, | ||||||||
2021 | 2020 | |||||||
Land and Building (construction in progress) | $ | $ | ||||||
Equipment | ||||||||
Leasehold improvements | ||||||||
Less accumulated depreciation and amortization | ||||||||
$ | $ |
Depreciation and amortization
expense was $
(8) | Trademarks, Licenses and Other Intangible Assets |
2021 | Gross | Accumulated | Net Book | |||||||||
Amount | Amortization | Value | ||||||||||
Trademarks (indefinite lives) | $ | $ | $ | |||||||||
Trademarks (finite lives) | ||||||||||||
Licenses (finite lives) | ||||||||||||
Other intangible assets (finite lives) | ||||||||||||
Subtotal | ||||||||||||
Total | $ | $ | $ |
2020 | Gross | Accumulated | Net Book | |||||||||
Amount | Amortization | Value | ||||||||||
Trademarks (indefinite lives) | $ | $ | $ | |||||||||
Trademarks (finite lives) | ||||||||||||
Licenses (finite lives) | ||||||||||||
Other intangible assets (finite lives) | ||||||||||||
Subtotal | ||||||||||||
Total | $ | $ | $ |
Amortization expense was $
F-20
INTER PARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019
(In thousands except share and per share data)
The Company reviews intangible
assets with indefinite lives for impairment whenever events or changes in circumstances indicate that the carrying amount may not
be recoverable. There was an impairment charge for trademarks with indefinite useful lives of $
The cost of trademarks, licenses and other intangible assets with finite lives is being amortized by the straight-line method over the term of the respective license or the intangible assets estimated useful life which range from to . If the residual value of a finite life intangible asset exceeds its carrying value, then the asset is not amortized. The Company reviews intangible assets with finite lives for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
Trademarks (finite lives) primarily
represent Lanvin brand names and trademarks and in connection with their purchase, Lanvin was granted the right to repurchase the
brand names and trademarks on July 1, 2027 for €70 million (approximately $
(9) | Accrued Expenses |
Accrued expenses consist of the following:
December 31, | ||||||||
2021 | 2020 | |||||||
Advertising liabilities | $ | $ | ||||||
Salary (including bonus and related taxes) | ||||||||
Royalties | ||||||||
Due vendors (not yet invoiced) | ||||||||
Retirement reserves | ||||||||
Refund (return) liability | ||||||||
Other | ||||||||
$ | $ |
(10) | Loans Payable – Banks |
Loans payable – banks consist of the following:
The Company and its domestic
subsidiaries have available a $
The Company’s foreign subsidiaries
have available credit lines, including several bank overdraft facilities totaling approximately $
F-21
INTER PARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019
(In thousands except share and per share data)
As there were no borrowings outstanding as of December 31, 2021 and 2010, there is no weighted average interest rate on short-term borrowings as of December 31, 2021 and 2020.
(11) | Long-Term Debt |
Long-term debt consists of the following:
December 31, | ||||||||
2021 | 2020 | |||||||
$ | $ | $ | ||||||
$ | ||||||||
$ | ||||||||
$ | ||||||||
Less current maturities | ||||||||
Total | $ | $ |
In April 2021, to finance the
acquisition of Interparfums SA’s future corporate headquarters, the Company entered into a $
Maturities of long-term debt
subsequent to December 31, 2021 are approximately $
(12) | Commitments |
Leases
The Company leases its offices, warehouses and vehicles, substantially all of which are classified as operating leases. The Company currently has no material financing leases. The Company determines if an arrangement is a lease at inception. Operating lease assets and obligations are recognized at the lease commencement date based on the present value of lease payments over the lease term.
In determining lease asset value, the Company considers fixed or variable payment terms, prepayments, incentives, and options to extend or terminate, depending on the lease. Renewal, termination or purchase options affect the lease term used for determining lease asset value only if the option is reasonably certain to be exercised. The Company generally uses its incremental borrowing rate based on information available at the lease commencement date for the location in which the lease is held in determining the present value of lease payments.
F-22
INTER PARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019
(In thousands except share and per share data)
As of December 31, 2021, the
weighted average remaining lease term was years and the weighted average discount rate used to determine the operating lease
liability was
Maturities of lease liabilities subsequent to December 31, 2021 are as follows:
(In thousands)
2022 | $ | |||
2023 | ||||
2024 | ||||
2025 | ||||
2026 | ||||
Thereafter | ||||
Less imputed interest (based on 2.5% weighted-average discount rate) | ( | ) | ||
$ |
License Agreements
The Company is party to a number of license and other agreements for the use of trademarks and rights in connection with the manufacture and sale of its products expiring at various dates through 2033. In connection with certain of these license agreements, the Company is subject to minimum annual advertising commitments, minimum annual royalties and other commitments as follows:
(In thousands)
2022 | $ | |||
2023 | ||||
2024 | ||||
2025 | ||||
2026 | ||||
Thereafter | ||||
$ |
Future advertising commitments
are estimated based on planned future sales for the license terms that were in effect at December 31, 2021, without consideration
for potential renewal periods. The above figures do not reflect the fact that our distributors share our advertising obligations.
Royalty expense included in selling, general, and administrative expenses, aggregated $
F-23
INTER PARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019
(In thousands except share and per share data)
(13) | Equity |
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 Compensation cost, net of estimated 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 the Company’s policy to issue new shares upon exercise of stock options.
to period. The fair value of shares vested aggregated $ , $ and $ in 2021, 2020 and 2019, respectively.
Number of Shares | Weighted Average Grant Date Fair Value | |||||||
Nonvested options – beginning of year | $ | |||||||
Nonvested options granted | $ | |||||||
Nonvested options vested or forfeited | ( | ) | $ | |||||
Nonvested options – end of year | $ |
Year Ended December 31, | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
Income before income taxes | $ | $ | $ | |||||||||
Net income attributable to Inter Parfums, Inc. | ||||||||||||
Diluted earnings per share attributable to Inter Parfums, Inc. |
Year ended December 31, | ||||||||||||||||||||||||
2021 | 2020 | 2019 | ||||||||||||||||||||||
Options | Weighted Average Exercise Price | Options | Weighted Average Exercise Price | Options | Weighted Average Exercise Price | |||||||||||||||||||
Shares under option - beginning of year | $ | $ | $ | |||||||||||||||||||||
Options granted | ||||||||||||||||||||||||
Options exercised | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
Options forfeited | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
Shares under option - end of year |
F-24
INTER PARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019
(In thousands except share and per share data)
At December 31, 2021, options for
shares were available for future grant under the plans. The aggregate intrinsic value of options outstanding is $ as of December 31, 2021 and unrecognized compensation cost related to stock options outstanding aggregated $ , which will be recognized over the next .
The weighted average fair values of options granted by Inter Parfums, Inc. during 2021, 2020 and 2019 were $
, $ and $ per share, respectively, on the date of grant using the Black-Scholes option pricing model to calculate the fair value.
Year Ended December 31, | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
Weighted-average expected stock-price volatility | % | % | % | |||||||||
Weighted-average expected option life | ||||||||||||
Weighted-average risk-free interest rate | % | % | % | |||||||||
Weighted-average dividend yield | % | % | % |
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 maintain its current payout ratio as a percentage of earnings.
Year Ended December 31, | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
Proceeds from stock options exercised | $ | $ | $ | |||||||||
Tax benefits | $ | $ | $ | |||||||||
Intrinsic value of stock options exercised | $ | $ | $ |
F-25
INTER PARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019
(In thousands except share and per share data)
Exercise prices | Options outstanding | Options outstanding weighted average remaining contractual life | Options exercisable | ||||||||
$ | - $years | ||||||||||
$ | - $years | ||||||||||
$ | - $years | ||||||||||
$ | years | ||||||||||
Totals | years |
As of December 31, 2021, the weighted average exercise price of options exercisable was $52.23 and the weighted average remaining contractual life of options exercisable is 2.35 years. The aggregate intrinsic value of options exercisable at December 31, 2021 is $17.2 million.
In December 2018, Interparfums SA approved a plan to grant an aggregate of
shares of its stock to employees with no performance condition requirement, and an aggregate of shares to officers and managers, subject to certain corporate performance conditions. The shares, subject to adjustment for stock splits, will be distributed in June 2022.
In March 2020,
The fair value of the grant had
been determined based on the quoted stock price of Interparfums SA shares as reported by the NYSE Euronext on the date of grant.
In June 2020, the performance conditions were modified affecting 96 employees. As of December 31, 2021, the number of shares to be distributed, after forfeited shares, increased to
. The increase in shares anticipated to be distributed were transferred from treasury shares at the Interparfums SA level. The modification resulted in a revised cost of the grant to approximately $ .
In order to avoid dilution of the Company’s ownership of Interparfums SA, all shares distributed or to be distributed pursuant to these plans are pre-existing shares of Interparfums SA, purchased in the open market by Interparfums SA.
All share purchases and issuances have been classified as equity transactions on the accompanying balance sheet.
Dividends
In October 2019, our Board of
Directors authorized a
F-26
INTER PARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019
(In thousands except share and per share data)
(14) | Net Income Attributable to Inter Parfums, Inc. Common Shareholders |
Net income attributable to Inter Parfums, Inc. per common share (“basic EPS”) is computed by dividing net income attributable to Inter Parfums, Inc. by the weighted average number of shares outstanding. Net income attributable to Inter Parfums, Inc. per share assuming dilution (“diluted EPS”), is computed using the weighted average number of shares outstanding, plus the incremental shares outstanding assuming the exercise of dilutive stock options using the treasury stock method.
Year ended December 31, | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
Numerator for diluted earnings per share | $ | $ | $ | |||||||||
Denominator: | ||||||||||||
Weighted average shares | ||||||||||||
Effect of dilutive securities: | ||||||||||||
Stock options | ||||||||||||
Denominator for diluted earnings per share | ||||||||||||
Earnings per share: | ||||||||||||
Net income attributable to Inter Parfums, Inc. common shareholders: | ||||||||||||
Basic | $ | $ | $ | |||||||||
Diluted |
Not included in the above computations is the effect of anti-dilutive potential common shares, which consist of outstanding options to purchase
, , and shares of common stock for 2021, 2020, and 2019, respectively.
(15) | Segments and Geographic Areas |
The Company manufactures and distributes one product line, fragrances and fragrance related products. The Company manages its business in two segments, European based operations and United States based operations. The European assets are located, and operations are primarily conducted, in France. Both European and United States operations primarily represent the sale of prestige brand name fragrances.
F-27
INTER PARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019
(In thousands except share and per share data)
Information on the Company’s operations by segments is as follows:
Year ended December 31, | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
Net sales: | ||||||||||||
United States | $ | $ | $ | |||||||||
Europe | ||||||||||||
Eliminations of intercompany sales | ( | ) | ( | ) | ( | ) | ||||||
$ | $ | $ | ||||||||||
Net income attributable to Inter Parfums, Inc.: | ||||||||||||
United States | $ | $ | $ | |||||||||
Europe | ||||||||||||
Eliminations | ||||||||||||
$ | $ | $ | ||||||||||
Depreciation and amortization expense including impairment loss: | ||||||||||||
United States | $ | $ | $ | |||||||||
Europe | ||||||||||||
$ | $ | $ | ||||||||||
Interest and investment income: | ||||||||||||
United States | $ | $ | $ | |||||||||
Europe | ||||||||||||
Eliminations | ( | ) | ( | ) | ( | ) | ||||||
$ | $ | $ | ||||||||||
Interest expense: | ||||||||||||
United States | $ | $ | $ | |||||||||
Europe | ||||||||||||
Eliminations | ( | ) | ( | ) | ( | ) | ||||||
$ | $ | $ | ||||||||||
Income tax expense: | ||||||||||||
United States | $ | $ | $ | |||||||||
Europe | ||||||||||||
Eliminations | ||||||||||||
$ | $ | $ |
December 31, | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
Total assets: | ||||||||||||
United States | $ | $ | $ | |||||||||
Europe | ||||||||||||
Eliminations | ( | ) | ( | ) | ( | ) | ||||||
$ | $ | $ | ||||||||||
Additions to long-lived assets: | ||||||||||||
United States | $ | $ | $ | |||||||||
Europe | ||||||||||||
$ | $ | $ | ||||||||||
Total long-lived assets: | ||||||||||||
United States | $ | $ | $ | |||||||||
Europe | ||||||||||||
$ | $ | $ | ||||||||||
Deferred tax assets: | ||||||||||||
United States | $ | $ | $ | |||||||||
Europe | ||||||||||||
Eliminations | ||||||||||||
$ | $ | $ |
F-28
INTER PARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019
(In thousands except share and per share data)
United States export sales were approximately $126.2 million, $71.5 million and $112.0 million in 2021, 2020 and 2019, respectively. Consolidated net sales to customers by region are as follows:
Year ended December 31, | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
North America | $ | $ | $ | |||||||||
Europe | ||||||||||||
Asia | ||||||||||||
Middle East | ||||||||||||
Central and South America | ||||||||||||
Other | ||||||||||||
$ | $ | $ |
Consolidated net sales to customers in major countries are as follows:
Year Ended December 31, | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
United States | $ | $ | $ | |||||||||
France | $ | $ | $ | |||||||||
Russia | $ | $ | $ | |||||||||
United Kingdom | $ | $ | $ |
(16) | Income Taxes |
The Company and its subsidiaries file income tax returns in the U.S. federal, and various states and foreign jurisdictions.
The Company assessed its uncertain tax positions and determined that it has no material uncertain tax position at December 31, 2021.
The components of income before income taxes consist of the following:
Year ended December 31, | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
U.S. operations | $ | $ | $ | |||||||||
Foreign operations | ||||||||||||
$ | $ | $ |
F-29
INTER PARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019
(In thousands except share and per share data)
The provision for current and deferred income tax expense (benefit) consists of the following:
Year ended December 31, | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
Current: | ||||||||||||
Federal | $ | $ | $ | |||||||||
State and local | ||||||||||||
Foreign | ||||||||||||
Deferred: | ||||||||||||
Federal | ( | ) | ( | ) | ||||||||
State and local | ( | ) | ||||||||||
Foreign | ( | ) | ( | ) | ||||||||
( | ) | ( | ) | |||||||||
Total income tax expense | $ | $ | $ |
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows:
December 31, | ||||||||
2021 | 2020 | |||||||
Net deferred tax assets: | ||||||||
Foreign net operating loss carry-forwards | $ | $ | ||||||
Inventory and accounts receivable | ||||||||
Profit sharing | ||||||||
Stock option compensation | ||||||||
Effect of inventory profit elimination | ||||||||
Other | ||||||||
Total gross deferred tax assets, net | ||||||||
Valuation allowance | ( | ) | ( | ) | ||||
Net deferred tax assets | ||||||||
Deferred tax liabilities (long-term): | ||||||||
Building expenses | ( | ) | ||||||
Trademarks and licenses | ( | ) | ( | ) | ||||
Unrealized gain on marketable equity securities | ( | ) | ||||||
Other | ( | ) | ||||||
Total deferred tax liabilities | ( | ) | ( | ) | ||||
Net deferred tax assets | $ | $ |
Valuation allowances have been provided for deferred tax assets relating to foreign net operating loss carry-forwards and reserves acquired in connection with the acquisition of Interparfums Italia srl, as future profitable operations from certain foreign subsidiaries might not be sufficient to realize the full amount of the deferred tax assets.
F-30
INTER PARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019
(In thousands except share and per share data)
No other valuation allowances have been provided as management believes that it is more likely than not that the asset will be realized in the reduction of future taxable income.
The Company estimated of the
effect of global intangible low-taxed income (“GILTI”) and has determined that it has no tax liability related to
GILTI as of December 31, 2021, 2020 and 2019. The Company also estimated the effect of foreign derived intangible income (“FDII”)
and recorded a tax benefit of approximately $
French Tax Settlement
The French authorities had considered 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. In June 2021, a global settlement agreement was reached with the French Tax Authority whereby Interparfums SA paid in December 2021, €2.5 million (approximately $2.9 million) effectively lowering the Lanvin brand royalty rate charged by IP Suisse for the periods from 2017 through 2020. Interparfums SA also agreed to apply the lower rate in 2021 through 2025 and to transfer the Lanvin brand from IP Suisse to Interparfums, SA by December 31, 2025.
The Company is no longer subject to U.S. federal, state, and local income tax examinations by tax authorities for years before 2017.
Differences between the United States federal statutory income tax rate and the effective income tax rate were as follows:
Year ended December 31, | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
Statutory rates | % | % | % | |||||||||
State and local taxes, net of Federal benefit | ||||||||||||
Windfall benefit from exercise of stock options | ( | ) | ( | ) | ( | ) | ||||||
Benefit of Foreign Derived Intangible Income | ( | ) | ( | ) | ( | ) | ||||||
Effect of foreign taxes greater than | ||||||||||||
U.S. statutory rates | ||||||||||||
Other | ( | ) | ||||||||||
Effective rates | % | % | % |
F-31
INTER PARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019
(In thousands except share and per share data)
(17) | Accumulated Other Comprehensive Loss |
The components of accumulated other comprehensive loss consist of the following:
Year ended December 31, | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
Net derivative instruments, beginning of year | $ | $ | $ | |||||||||
Net derivative instrument loss, net of tax | ( | ) | ( | ) | ( | ) | ||||||
Net derivative instruments, end of year | ( | ) | ||||||||||
Cumulative translation adjustments, beginning of year | ( | ) | ( | ) | ( | ) | ||||||
Translation adjustments | ( | ) | ( | ) | ||||||||
Cumulative translation adjustments, end of year | ( | ) | ( | ) | ( | ) | ||||||
Accumulated other comprehensive loss | $ | ( | ) | $ | ( | ) | $ | ( | ) |
(18) | Net Income Attributable to Inter Parfums, Inc. and Transfers from the Noncontrolling Interest |
Year ended December 31, | ||||||||||||
2021 | 2020 | 2019 | ||||||||||
Net income attributable to Inter Parfums, Inc. | $ | $ | $ | |||||||||
Decrease in Inter Parfums, Inc.’s additional paid-in capital for subsidiary share transactions | ( | ) | ||||||||||
Change from net income attributable to Inter Parfums, Inc. and transfers from noncontrolling interest | $ | $ | $ |
(19) | Reconciliation of Cash and Cash Equivalents to the Statement of Cash Flows |
The following table summarizes cash and cash equivalents as of December 31, 2021:
December 31, 2021 | ||||
Cash and cash equivalents per balance sheet | $ | |||
Cash held in escrow included in other assets (see note 3) | ||||
Cash and cash equivalents per statement of cash flows | $ |
F-32
Schedule II
INTER PARFUMS, INC. AND SUBSIDIARIES
Valuation and Qualifying Accounts
(In thousands)
Column A | Column B | Column C | Column D | Column E | ||||||||||||||||
Additions | ||||||||||||||||||||
(1) | (2) | |||||||||||||||||||
Description | Balance at beginning of period | Charged to costs and expenses | Charged to other accounts – describe |
Deductions describe | Balance at end of period | |||||||||||||||
Allowance for doubtful accounts: | ||||||||||||||||||||
Year ended December 31, 2021 | $ | 5,550 | 877 | (843 | )(d) | 3,336 | (a) | 2,247 | ||||||||||||
Year ended December 31, 2020 | $ | 2,452 | 4,824 | 381 | (d) | 2,107 | (a) | 5,550 | ||||||||||||
Year ended December 31, 2019 | $ | 2,602 | 1,380 | (41 | )(d) | 1,489 | (a) | 2,452 | ||||||||||||
Allowance for sales returns, net of inventory: | ||||||||||||||||||||
Year ended December 31, 2021 | $ | 2,242 | 3,042 | — | 2,042 | (b) | 3,242 | |||||||||||||
Year ended December 31, 2020 | $ | 2,587 | 1,978 | — | 2,323 | (b) | 2,242 | |||||||||||||
Year ended December 31, 2019 | $ | 1,379 | 2,387 | — | 1,179 | (b) | 2,587 | |||||||||||||
Inventory reserve: | ||||||||||||||||||||
Year ended December 31, 2021 | $ | 9,371 | 8,217 | 7,041 | (d)(e) | 8,852 | (c) | 15,777 | ||||||||||||
Year ended December 31, 2020 | $ | 4,909 | 7,212 | 616 | (d) | 3,366 | (c) | 9,371 | ||||||||||||
Year ended December 31, 2019 | $ | 4,854 | 5,321 | (70 | )(d) | 5,196 | (c) | 4,909 |
(a) | Write-off of bad debts. |
(b) | Write-off of sales returns. |
(c) | Disposal of inventory |
(d) | Foreign currency translation adjustment |
(e) | Inventory reserves acquired of $7,639 |
See accompanying reports of independent registered public accounting firm.
F-33
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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.
Inter Parfums, Inc. | ||
By: | /s/ Jean Madar | |
Jean Madar, Chief Executive Officer | ||
Date: March 1, 2022 | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
Signature | Title | Date | ||
/s/ Jean Madar | Chairman of the Board of Directors | |||
Jean Madar | and Chief Executive Officer | March 1, 2022 | ||
/s/ Russell Greenberg | ||||
Russell Greenberg | Chief Financial and Accounting Officer and Director | March 1, 2022 | ||
/s/ Philippe Benacin | ||||
Philippe Benacin | Director | February 25, 2022 | ||
/s/ Philippe Santi | ||||
Philippe Santi | Director | February 25, 2022 | ||
/s/ François Heilbronn | ||||
François Heilbronn | Director | February 28, 2022 | ||
/s/ Robert Bensoussan | ||||
Robert Bensoussan | Director | February 25, 2022 | ||
/s/ Patrick Choël | ||||
Patrick Choël | Director | February 28, 2022 | ||
/s/ Michel Dyens | ||||
Michel Dyens | Director | February 25, 2022 | ||
/s/ Veronique Gabai-Pinsky | ||||
Veronique Gabai-Pinsky | Director | February 28, 2022 | ||
/s/ Gilbert Harrison | ||||
Gilbert Harrison | Director | February 25, 2022 |
87
Exhibit Index
The following documents previously filed with the Commission are incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017:
The following documents previously filed with the Commission are incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018:
The following document previously filed with the Commission is incorporated by reference to the Company’s Current Report on Form 8-K as filed on February 7, 2020:
Exhibit No. | Description | |
10.171 | Form of Amendment to Consulting Agreement for Jean Madar Holding SAS |
88
The following documents previously filed with the Commission are incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019:
The following documents previously filed with the Commission are incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020:
89
The following documents previously filed with the Commission are incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016:
Exhibits Filed and Attached to this report:
The following document previously filed with the Commission more than five years ago is incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2016:
Exhibit
No. |
Description | Page No. | ||
3.8 | Articles of Association of Parfums Rochas Spain, Limited Liability Company (Spanish with English translation) | 127 |
The following document previously filed with the Commission more than five years ago is incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2016:
4.33 | 2016 Stock Option Plan | 158 |
The following documents are filed with this report:
90
Exhibit 3.10
Repertorio n. 82.061 Raccolta n.26.643
ATTO COSTITUTIVO DI SOCIETA’ A RESPONSABILITA’ LIMITATA
R E P U B B L I C A I T A L I A N A
- 8 settembre 2021 -
Il giorno otto settembre duemilaventuno.
In Firenze, via Tornabuoni n. 2.
Davanti a me dott. Francesco STEIDL, Notaio in Firenze,
iscritto al Collegio Notarile dei Distretti Riuniti di
Firenze Pistoia e Prato
sono comparsi i signori
- Francesco PERGOLINI, impiegato, nato a Firenze (FI) il
giorno 11 ottobre 1970, residente a Sesto Fiorentino (FI),
via Cagliari n. 10 int. 2, codice fiscale dichiarato PRG FNC
70R11 D612I;
- Dott. Michele Norsa, nato a Lecco (LC) il giorno 12 agosto
1948 domiciliato ove infra per la carica, il quale dichiara
di intervenire al presente atto nella qualità di Vice
Presidente del Consiglio di Amministrazione e legale
rappresentante della società, costituita in Italia,
“SALVATORE FERRAGAMO S.P.A.”, con sede in Firenze (FI), via
Tornabuoni n. 2, con capitale sociale di euro 16.879.000,00
(sedicimilioniottocentosettantanovemila virgola zero zero),
interamente versato, codice fiscale, partita I.V.A. e numero
di iscrizione al Registro delle Imprese di Firenze
02175200480, R.E.A. numero FI-464724, in forza dei poteri
attribuiti con deliberazione del Consiglio di
Amministrazione in data 20 luglio 2021, che in estratto
autentico si allega al presente atto sub A), omessa la
lettura per dispensa avutane dai comparenti.
Detti comparenti, di cittadinanza italiana, della cui
identità personale io notaio sono certo, mi richiedono di
ricevere il presente atto con il quale si conviene e stipula
quanto segue.
ART. 1) CONSENSO
E’ costituita da “SALVATORE FERRAGAMO S.P.A.” una società a
responsabilità limitata unipersonale sotto la denominazione
sociale “PARFUMS ITALIA SRL”.
ART. 2) SEDE
La sede della società è fissata in Firenze (FI).
Ai soli fini dell’art. 111 ter disp. att. cod. civ., le
parti dichiarano che l’indirizzo ove è posta la sede della
società è in via Maggio n. 7.
ART. 3) DURATA
La società avrà durata compresa tra il giorno della sua
legale costituzione e il giorno trentuno dicembre
duemilacento, e può essere prorogata o anticipatamente
sciolta con deliberazione dell’assemblea dei soci.
ART. 4) ORGANO AMMINISTRATIVO
Fino a nuova determinazione dei soci, la società sarà
gestita e amministrata da un Amministratore unico, che dura
in carica a tempo indeterminato, nella persona del signor
Francesco PERGOLINI, come sopra costituito, il quale,
presente, accetta dichiarando che a proprio carico non
sussistono cause di ineleggibilità o decadenza previste
dalla legge.
ART. 5) CAPITALE SOCIALE
Il capitale sociale è fissato in euro 10.000,00 (diecimila
virgola zero zero) e viene interamente sottoscritto e
versato in denaro dall’unico socio in data odierna come
subito appresso indicato.
Il signor Francesco PERGOLINI, nella sua qualità di
Amministratore unico, come sopra nominato e costituito,
dichiara di ricevere e prendere in custodia la somma
rappresentante l’intero capitale sociale e si obbliga ad
aprire un conto corrente bancario intestato alla società una
volta che la stessa sia stata iscritta nel competente
Registro delle Imprese e a versare il citato importo su
detto conto.
Ai sensi dell’art. 2464, comma 4, cod. civ., copia dei mezzi
di pagamento dei conferimenti in denaro si allega al
presente atto sub B), omessa la lettura per dispensa avutane
dai comparenti.
ART. 6) NORME RELATIVE AL FUNZIONAMENTO DELLA SOCIETA’ E
OGGETTO SOCIALE
Le norme relative al funzionamento della società sono
stabilite nello statuto sociale, che viene approvato
dall’unico socio nel testo che si allega al presente atto
sub C), previa lettura da me datane ai comparenti.
Si allega inoltre sub D), e per una migliore sua
comprensione da parte di chi non comprende la lingua
italiana, il testo dello statuto con traduzione a fronte in
lingua inglese effettuata da me notaio, che comprendo la
lingua inglese, omessa la lettura per dispensa avutane dai
comparenti.
La società ha per oggetto lo svolgimento delle attività
connesse alla commercializzazione all’ingrosso di fragranze
e cosmetici e quant’altro previsto nell’art. 4 dello statuto
sociale come sopra allegato.
ART. 7) PRIMO ESERCIZIO
Il primo esercizio sociale si chiuderà il giorno 31 dicembre
2021.
ART. 8) PRIVACY
Ai sensi del reg. UE n. 2016/679 (regolamento generale sulla
protezione dei dati), i comparenti, ricevuta la debita
informativa su finalità, conservazione, tempi, diritti
dell’interessato, destinatari e destinazioni, in virtù della
funzione e degli adempimenti di legge connessi al loro
utilizzo, nella consapevolezza dell’importanza del servizio,
autorizzano il notaio rogante in quanto pubblico ufficiale e
il suo ufficio al trattamento dei dati personali sensibili
esplicitati nel presente atto; il consenso è reso a tempo
indefinito in quanto connesso ad atto notarile avente
validità non limitata nel tempo.
ART. 9) NORMATIVA ANTIRICICLAGGIO
I comparenti, ciascuno per quanto di propria spettanza e
sotto la rispettiva personale responsabilità, consapevoli
della rilevanza penale del loro comportamento ai sensi
dell’art. 55 d.lgs. n. 231 del 2007, dichiarano:
- di essere a conoscenza che le informazioni e gli altri
dati forniti in occasione dell’istruttoria e della stipula
del presente atto saranno impiegati dal notaio rogante ai
fini degli adempimenti previsti dal citato d.lgs.;
- che tali informazioni e dati sono aggiornati.
ART. 10) SPESE
Le spese e competenze inerenti e conseguenti al presente
atto, ammontanti approssimativamente a euro 2.000,00
(duemila virgola zero zero), sono a carico della società.
Del presente atto ho dato lettura alle parti comparenti che
lo approvano e confermano.
Scritto da persona di mia fiducia e completato da me notaio
su un foglio per tre pagine.
Sottoscritto alle ore dodici e venti.
All’originale firmato: Michele Norsa - Francesco Pergolini -
Francesco Steidl Notaio
[Signature and Seal]
Exhibit 3.10.1
Repertoire n. 82.061 Collection n.26.643
DEED OF INCORPORATION OF LIMITED LIABILITY COMPANIES
R E P U B B L I C A I T A L I A N A
- 8 September 2021 -
On the eighth day of September two thousand twenty-one.
In Florence, via Tornabuoni n. 2.
In front of me dr. Francesco STEIDL, Notary in Florence,
member of the Notarial College of the Districts of
Florence Pistoia and Prato
the gentlemen have appeared
- Francesco PERGOLINI, clerk, born in Florence (FI) on
11 October 1970, resident in Sesto Fiorentino (FI),
via Cagliari n. 10 int. 2, tax code declared PRG FNC
70R11 D612I;
- Dr. Michele Norsa, born in Lecco (LC) on August 12th
1948 domiciled if infra for the office, which declares
to intervene in this Act in his capacity as Deputy
Chairman of the Board of Directors and Legal
representative of the company, incorporated in Italy,
“SALVATORE FERRAGAMO S.P.A.” , based in Florence (FI), via
Tornabuoni n. 2, with share capital of € 16,879,000.00
(sixteen million, eight hundred and seventy-nine thousand zero point zero),
fully paid, tax code, VAT number and number
registration in the Register of Companies of Florence
02175200480, R.E.A. number FI-464724, by virtue of the powers
assigned by resolution of the Council of
Administration on July 20 , 2021, which in extract
authentic is attached to this act under A) omitted the
reading for dispensation had by the participants.
Said applicants, of Italian nationality, of which
personal identity I notary I am sure, they ask me to
receive this act with which it is agreed and stipulated
the following.
ART. 1) CONSENT
It is established by “SALVATORE FERRAGAMO S.P.A.” a company in
single-person limited liability under the name
social “PARFUMS ITALIA SRL”.
ART. 2) HEADQUARTERS
The company’s headquarters are located in Florence (FI).
For the sole purposes of Article 111b of the Civil Code, the
parties declare that the address where the seat of the
company is in via Maggio n. 7.
ART. 3) DURATION
The company will last between the day of its
legal constitution and the day thirty-one December
two thousand hundred, and can be extended or in advance
dissolved by resolution of the shareholders’ meeting .
ART. 4) ADMINISTRATIVE BODY
Until further determination of the shareholders, the company will be
managed and administered by a Sole Director, which lasts
in office for an indefinite period, in the person of Mr
Francesco PERGOLINI, as constituted above, who,
present, accepts declaring that at his own expense not
there are grounds for ineligibility or forfeiture provided for
by law.
ART. 5) SOCIAL CAPITAL
The share capital is fixed at € 10,000.00 (ten thousand
zero point zero) and is fully subscribed to and
paid in cash by the sole shareholder today as
immediately indicated below.
Mr. Francesco PERGOLINI, in his capacity as
Sole Director, as appointed and constituted above,
declares to receive and take into custody the sum
representing the entire share capital and undertakes to
open a bank account in the name of the company a
once the same has been registered in the competent
Register of Companies and to pay the aforementioned amount on
said account.
Pursuant to Article 2464, paragraph 4, of the Italian Civil Code, copy of the means
payment of cash contributions is attached to the
this Act (B), omitted reading for dispensation had
by the comparants.
ART. 6) RULES RELATING TO THE FUNCTIONING OF THE COMPANY AND
COMPANY OBJECT
The rules relating to the operation of the company are
established in the articles of association, which are approved
by the sole member in the text annexed to this act
sub C), after reading by me given to the participants.
It is also attached sub D), and for a better its
comprehension by those who do not understand the language
Italian, the text of the statute with translation in front in
English language made by me notary, which I understand the
English language, omitted reading for dispensation had by the
comparenti.
The object of the company is to carry out its activities
related to the wholesale marketing of fragrances
and cosmetics and anything else provided for in Article 4 of the Statute
social as attached above.
ART. 7) FIRST FINANCIAL YEAR
The first financial year will close on December 31st
2021.
ART. 8) PRIVACY
Pursuant to Reg. EU no. 2016/679 (general regulation on
data protection), the applicants, received the due
information on purpose, conservation, timing, rights
of the interested party, recipients and destinations, by virtue of the
function and legal obligations related to their
use, in the awareness of the importance of the service,
authorize the notary public as a public official and
your office to the processing of sensitive personal data
made explicit in this act; consent is given in time
indefinite as it is connected to a notarial deed having
validity not limited in time.
ART. 9) ANTI-MONEY LAUNDERING LEGISLATION
The participants, each to the extent to which it is their responsibility and
under their respective personal responsibility, aware
the criminal relevance of their conduct pursuant to
of Article 55 of Legislative Decree no. 231 of 2007, declare:
- to be aware that the information and others
data provided during the investigation and stipulation
of this deed will be used by the notary public to the
purposes of the obligations provided for by the aforementioned d.lgs.;
- that such information and data are up to date.
ART. 10) EXPENSES
The expenses and competences inherent and consequential to the present
deed, amounting approximately to € 2,000.00
(two thousand comma zero zero), are the responsibility of the company.
Of this Act I have read to the appearing parts that
they approve and confirm it.
Written by a person of my trust and completed by me a notary
on a sheet for three pages.
Signed at twelve and twenty o’clock.
To the original signed: Michele Norsa - Francesco Pergolini -
Francesco Steidl Notary
[signature and seal]
Exhibit 3.10.2
Dott. Francesco STEIDL
Notaio
C E R T I F I C A Z I O N E
Io sottoscritto Dr. Francesco STEIDL, Notaio in Firenze, iscritto al
Collegio dei Distretti Notarili Riuniti di Firenze, Pistoia e Prato,
CERTIFICO
che con atto autenticato dame notaio in data odierna tra :
- “SALVATORE FERRAGAMO S . P.A.” , con sede in Firenze (FI), via Tornabuoni
n. 2 , con capitale sociale di euro 16 .8 79.000 ,00, interamente versato,
codice fiscale , partita I.V.A . e numero di iscrizione al Registro delle
Imprese di Firenze 02175200480, R. E. A. numero FI-464724;
“INTER PARFUMS, Inc .”, societa regolata dalla legge del Delaware
(U.S.A.) con sede al n. 551 Fifth Avenue, New York N. Y. 10176 (U . S .A.)
con Numero Identificativo dell’Agenzia delle Entrate 13-3275609;
premesso che
“SALVATORE FERRAGAMO S. P .A.” e proprietaria dell’ intero capitale
sociale della societa “PARFUMS ITALIA S.R.L .” unipersonale, societa di
diritto italiano con sede a Firenze via Maggio n. 7, capitale sociale di
euro 17.138.000,00 (diciassettemilionicentotrentottomila virgola zero
zero) interamente versato, numero di iscrizione nel Registro delle
Imprese di Firenze codice fiscale e Partita IVA 07122680486, R. E.A. di
Firenze FI 681202;
tanto premesso
la societa “SALVATORE FERRAGAMO s . p .A.” ha venduto alla societa “INTER
PARFUMS Inc .”, l’ intera quota di sua proprieta pari al 100% (cento per
cento) del capitale sociale nella societa “PARFUMS ITALIA S.R.L.”, al
prezzo di euro 17 . 138 . 000,00 (diciassettemilionicentotrentottomila
virgola zero zero).
La presente dichiarazione si rilascia per gli usi consentiti dalla legge.
Firenze, 1° ottobre 2021
[signature and seal]
Dott. Francesco STEIDL
Notaio
CERTIFICAZIONE
Io sottoscritto Dott. Francesco Steidl, Notaio in
Collegio dei Distretti Notarili riuniti di Firenze,
certifico:
Firenze, iscritto al
Pistoia e Prato,
che con decisione del socio unico, SALVATORE FERRAGAMO S.P.A. (in
esecuzione di precedenti accordi assunti con INTER PARFUMS, INC. che ha,
in data odierna, acquisi to l’ intero capi tale sociale dell a societa, con
atto da me notaio autenticato, in corso di registrazione e di deposito
presso il competente Registro delle Imprese), dame verbalizzata in data
odierna, la societa a responsabilita limitata denominata:
“PARFUMS ITALIA SRL”, con sede in Firenze (FI) , via Maggio n. 7, con
capitale sociale di euro 17.138.000,00= interamente versato, codice
fiscale, partita I.V.A. e numero di iscrizione al Registro delle Imprese
di Firenze 07122680486, R.E.A. numero FI-681202,
ha deliberato quanto segue:
“a) sul prim.o punto all’ordine del giorno:
- di accettare le dimissioni dell’Amministratore unico e, ringraziandolo
per la fattiva opera svolta a favore della societa;
di ratificare ed approvare e, conseguentemente, di rinunciare
all ’esercizio di qualunque azione, anche di responsabilita (ivi inclusa
l’azione di cui agli artt. 2476 e 2497 del codice civile) nei confronti
di Francesco Pergolini in relazione a - l’operato dallo stesso svolto
quale Amministratore Unico della societa, per tutto
permanenza nella carica e fino alla data di cessazione
il tempo di
della stessa
inclusa, con riferimento a tutte le operazioni paste in essere,
confermando l ’assemblea all’ unanimi ta di es sere pienamen te informa ta al
riguardo;
- che la ratifica, le rinunce all’esercizio di azioni di responsabilita,
nonche tutto quanta previsto nella presente delibera, non troveranno
applicazione per qualsiasi azione e/o omissione pasta in essere dal
precedente amministratore unico con dolo e/o colpa grave;
b) sul secondo punto all’ordine del giorno:
di nominare quale Amministratore Unico il signor Gregory Joseph Serge
REZNIK, nato a Parigi (Francia) il 12 luglio 1977, domiciliato per la
carica presso la sede sociale, codice fiscale dichiarato RZN GGR 77£12
ZllOW, cittadino francese, il quale durera in carica fino a revoca o
dimissioni;
c) sul terzo punto all’ordine del giorno:
di modificare la denominazione in “INTERPARFUMS ITALIA SRL” con
conseguente dello statuto costituita odifica dell ’art. 1)
come segue: “E una societa a responsabilita “INTERPARFUMS ITALIA SRL” ”;
limitata denominata
d) s ul quarto punto all’ordine del giorno:
- di t r as ferire la sede legale della societa nell ’ambi to dello stesso
c om une e cioe da Via Maggio n. 7, Firenze a Piazza della Repubblica n.
6, Fi r e n z e ;
e) sul quinto pun to all’ordine del giorno:
- di ridurre il capitale sociale, ai sensi dell ’ art. di euro1 7. 138 . 000, 00
dall ’importo attuale 2482 cod . civ., 1 7. 138 . 000, 00
(diciassettemilionicentotrentottomila/00) all ’importo di euro 100.000,00
(centomila/00) e, quindi, per euro 17.038.000,00
(diciassettemilionitrentottomila/00), mediante accan tonamen to del
corrispondente importo ad apposita riserva disponibile;
- di prendere atto che la presente delibera di riduzione del capitale
potra es sere eseguita sol tan to dopo novanta giorni dall ’ iscrizione della
stessa nel Registro delle Imprese, purche, entro tale termine, nessun
creditore sociale anteriore all ’ iscrizione abbia fatto opposizione;
di dare mandato al nuovo Amministratore unico di provvedere al
deposito del nuovo testo dello statuto sociale, quale risultante dal
testo esibito dal Presidente e approvato in questa sede dall ’assemblea e
recante la modifica dell ’art. 5) relativo al capita le sociale,
subordina tamente all a defini ti va efficacia della presente delibera.”
Si rilascia per gli usi consentiti dalla legge.
Firenze, 1° ottobre 2021
[signature & seal]
Exhibit 3.10.3
Dott. Francesco STEIDL
Notary
C E R T I F I C A Z I O N E
I undersigned Dr. Francesco STEIDL, Notary in Florence, registered with the
College of the Notary Districts of Florence, Pistoia and Prato,
CERTIFY
that with deed authenticated dame notary today between:
- “SALVATORE FERRAGAMO S . P.A.”, based in Florence (FI), via Tornabuoni
n. 2 , with share capital of € 16.8 79,000.00, fully paid-up,
tax code, VAT number. and registration number in the Register of
Imprese di Firenze 02175200480, R. E. A. number FI-464724;
“INTER PARFUMS, Inc.”, a company governed by Delaware law
(U.S.A.) con sede al n. 551 Fifth Avenue, New York N. Y. 10176 (U . S .A.)
with Identification Number of the Revenue Agency 13-3275609;
given that
“SALVATORE FERRAGAMO S. P.A.” and owner of the entire capital
social of the company “PARFUMS ITALIA S.R.L.” unipersonale, a company of
Italian law with registered office in Florence via Maggio n. 7, share capital of
€ 17,138,000.00 (seventeen million one hundred and thirty-eight thousand point zero
zero) fully paid, registration number in the Register of
Companies of Florence tax code and VAT number 07122680486, R. E.A. of
Florence FI 681202;
so much premise
the company “SALVATORE FERRAGAMO s . p.A.” sold to the company “INTER
PARFUMS Inc .”, the entire share of his property equal to 100% (one hundred for
cento) of the share capital in the company “PARFUMS ITALIA S.R.L.”, to the
price of euro 17 . 138 . 000.00 (seventeen million one hundred and thirty-eight thousand
zero point zero).
This statement is made for the uses permitted by law.
Florence, 1 October 2021
[signature and seal]
Dott. Francesco STEIDL
Notary
CERTIFICATION
I undersigned Dr. Francesco Steidl, Notary in
College of the Notary Districts of Florence,
Certify:
Florence, member of the
Pistoia and Prato,
and by decision of the sole shareholder, SALVATORE FERRAGAMO S.P.A. (in
execution of previous agreements entered into with INTER PARFUMS, INC. which has,
Today, acquired the entire corporate capital of the company, with
deed notary notarized by me, in the process of registration and deposit
at the competent Register of Companies), dame recorded on
today, the limited liability company called:
“PARFUMS ITALIA SRL”, with registered office in Florence (FI), via Maggio n. 7, with
share capital of € 17,138,000.00 = fully paid-up, code
tax, VAT number and registration number in the Register of Companies
of Florence 07122680486, R.E.A. number FI-681202,
has decided as follows:
“(a) on the first item on the agenda:
- to accept the resignation of the Sole Director and, thanking him
for the active work carried out in favor of the company;
to ratify and approve and, consequently, to renounce
the exercise of any action, including responsibility (including
the action referred to in Articles. 2476 and 2497 of the Civil Code)
by Francesco Pergolini in relation to - the work carried out by the same
as Sole Director of the company, for everything
stay in office and until the date of termination
the time of
of the same
included, with reference to all existing paste operations,
confirming the assembly unanimously and fully informed to the
regard;
- ratification, renunciation of the exercise of actions of responsibility,
as well as everything provided for in this resolution, they will not find
application for any action and / or omission paste in place since
previous sole director with intent and / or gross negligence;
(b) on the second item on the agenda:
to appoint Mr Gregory Joseph Serge as Sole Director
REZNIK, born in Paris (France) on 12 July 1977, domiciled in
office at the registered office, tax code declared RZN GGR 77£12
ZllOW, French national, who will remain in office until revoked or
resignation;
(c) on the third item on the agenda:
to change the name to “INTERPARFUMS ITALIA SRL” with
consequential of the statute constituted odifica of art. 1)
as follows: “And a company with responsibility “INTERPARFUMS ITALIA SRL” ”;
limited named
(d) the fourth item on the agenda:
- to transfer the registered office of the company within the scope of the same
c om une e cioe from Via Maggio n. 7, Florence to Piazza della Repubblica n.
6, Fi r e n z e ;
(c) on the fifth item on the agenda:
- to reduce the share capital, in accordance with Article 1 of euro1 7. 138 . 000, 00
from the current amount 2482 cod . civ., 1 7. 138 . 000, 00
(seventeen million one hundred and thirty-eight thousand/00) to the amount of € 100,000.00
(one hundred thousand/00) and, therefore, for € 17,038,000.00
(diciassettemilionitrentottomila/00), by accan tonamen to del
corresponding amount to a specific reserve available;
- to take note that this resolution on the reduction of capital
may be performed only after ninety days from the registration of the
itself in the Register of Companies, provided that, within that period, no
social creditor prior to registration has objected;
to give a mandate to the new Sole Director to provide for the
filing of the new text of the Articles of Association, as resulting from the
text presented by the President and approved here by the Assembly and
amending art. 5) relating to the social capita le,
subject to the definitive effectiveness of this resolution.”
It is released for uses permitted by law.
Florence, 1 October 2021
[signature & seal]
EXHIBIT 3.8
ESTATUTOS SOCIALES DE PARFUMS ROCHAS SPAIN, SOCIEDAD LIMITADA. | ARTICLES OF ASSOCIATION OF PARFUMS ROCHAS SPAIN, LIMITED LIABILITY COMPANY. |
TÍTULO I.- DENOMINACIÓN, OBJETO, DOMICILIO Y DURACIÓN | TITLE I.- NAME, PURPOSE, REGISTERED OFFICE AND TERM OF EXISTANCE |
Artículo 1.- Denominación. La Sociedad se denomina PARFUMS ROCHAS SPAIN, SOCIEDAD LIMITADA. | Article 1.- Name. The name of the Company is PARFUMS ROCHAS SPAIN, LIMITED LIABILITY COMPANY. |
Esta Sociedad es de carácter mercantil y adopta la forma de Sociedad de Responsabilidad Limitada, que se regirá por las normas contenidas en los presentes Estatutos Sociales, por el Real Decreto Legislativo 1/2010 de 2 de julio por el que se aprueba el texto refundido de la Ley de Sociedades de Capital (“LSC”), por el Real Decreto 1784/1996 de 19 de julio por el que se aprueba el Reglamento del Registro Mercantil (“RRM”) y por las demás normas legales vigentes en cada momento que le sean aplicables. | This Company is of mercantile nature and has adopted a Limited Liability Form. It will be governed by the present Articles of Association, as well as by the Royal Legislative Decree 1/2010 dated the 2nd of July, by which the law regarding the Capital Companies Law is approved (“LSC”), and by Royal Decree 1784/1996 dated the 19th of July by which the Rules of the Companies House is approved (“RRM”) and by any other applicable legal disposition. |
Artículo 2.- Objeto. El objeto social de la Sociedad es: | Article 2.- Purpose. The purpose of the Company is |
- La fabricación, venta, comercialización y representación de productos de perfumería y cosmética y objetos de lujo ya sean nacionales o extranjeros. | - The manufacture, sale, marketing and representation of perfumes and cosmetics and luxury items whether national or foreign |
La Sociedad puede igualmente, desarrollar, en general, cualquier otra actividad de licito comercio que sea antecedente, complemento o accesoria, o consecuencia de las anteriormente citadas o principales. | The Company may also develop, in general, any other lawful activity of trade that is complement or accessory, or a result of the above. |
Las actividades integrantes del objeto social pueden ser desarrolladas por la Sociedad total o parcialmente de modo directo o indirecto, mediante la titularidad de acciones o participaciones en sociedad. | The above activities can be performed by the Company partially or in full, by means of owning shares or stocks of any company with an identical or similar purpose. |
El código que mejor describe su actividad principal, por referencia al CNAE, es el 4645 (Comercio al por mayor de productos de perfumería y droguería). | The Tax Code (CNAE) that best describes the corporate purpose is the 4645 (Wholesale of perfume and drugstore). |
Artículo 3.- Domicilio. La Sociedad tendrá su domicilio en Madrid (España), Isla de Java, 28034 Madrid. | Article 3.- Registered Address. The registered office of the Company shall be in Madrid (Spain), Isla de Java, 33, 28034 Madrid. |
El órgano de administración de la Sociedad es el competente para cambiar el domicilio social dentro del mismo término municipal, así como para acordar la creación, supresión o el traslado de sucursales, delegaciones y agencias en cualquier lugar del territorio nacional o del extranjero. | The administration body is authorized to change the Registered Office within the same municipality, as well as to create, eliminate or transfer branches, local offices and agencies in Spain or abroad. |
Artículo 4.- Duración e inicio de operaciones. La duración de la Sociedad se establece por tiempo indefinido y dará comienzo en sus operaciones sociales el día del otorgamiento de la escritura fundacional. | Article 4.- Term of existence and starting of activities. The Company shall exist for an indefinite period and it will start its corporate activities from the day in which the incorporation Public Deed is granted. |
TÍTULO II.- CAPITAL - PARTICIPACIONES SOCIALES | TITLE II.- SHARE Capital - shares of the Company |
Artículo 5.- Capital Social. El capital social de la Sociedad es de QUINIENTOS MIL EUROS (500.000 €). | Article 5.- Share Capital. The share capital of the Company shall amount to FIVE HUNDRED THOUSAND EURO (Eur. 500,000). |
Dicho capital estará representado por QUINCIENTOS MIL (500.000) participaciones sociales, de UN EURO (1 €) de valor nominal cada una de ellas, indivisibles y acumulables, numeradas correlativamente para su debida identificación de la UNO (1) a la QUINIENTOS MIL (500.000), ambas inclusive. Las participaciones sociales están totalmente asumidas y desembolsadas. | The Company's share capital shall be divided into FIVE HUNDRED THOUSAND (500,000) shares of ONE EURO (1 €) of nominal value each, numbered ONE (1) to FIVE HUNDRED THOUSAND (500,000), both inclusive. These shares are cumulative and non divisible and the share capital is fully subscribed and disbursed. |
Artículo 6.- Participaciones sociales. Las participaciones sociales no tendrán el carácter de valores, no podrán estar representadas por medio de títulos o de anotaciones en cuenta, ni denominarse acciones. | Article 6.- Shares. Company’ shares shall not be considered securities and may not be represented by certificates or book entries and they cannot be called stocks. |
Tampoco podrán emitirse resguardos provisionales acreditativos de la propiedad de una o varias participaciones sociales. El único título de propiedad está constituido por la escritura de constitución y, en su caso, por las escrituras de modificación del capital social y por los demás documentos públicos que pudieran otorgarse. En caso de adquisición por transmisión “inter vivos” o “mortis causa”, por el documento público correspondiente. | No temporary shares voucher shall be issued. The incorporation Public Deed shall be the only property deed and, if applicable, the public deed of modification of the share capital or by other public documents that could be granted. In case of “inter vivos” or “mortis causa” share transfer, this shall be registered into a public document. |
Las participaciones atribuyen a los socios los mismos derechos, con las excepciones estatutarias y legales. | Shares shall grant the same rights to all members, with exceptions expressly set forth in these Articles of Association and in the Law. |
En ningún caso podrán ser objeto de aportación el trabajo o los servicios. | In any case the Shareholder’s contribution to the Company may consist in rendering labour or services. |
Artículo 7.- Libro Registro de socios. La Sociedad llevará un Libro Registro de socios, en el que se hará constar la titularidad originaria y las sucesivas transmisiones, voluntarias o forzosas, de las participaciones sociales, así como la constitución de derechos reales y otros gravámenes sobre las mismas. | Article 7.- Shareholders’ Registry Book. The Company shall have a Shareholders’ Registry Book, which will contain the original ownership and consecutive transfers of the shares, whether voluntary or forced, as well as the incorporation of real property rights and other encumbrances on the shares. |
La Sociedad sólo reputará socio a quien se halle inscrito en dicho libro. | The Company will only consider as Shareholder whoever is registered in referred Book. |
En cada anotación se indicará la identidad y domicilio del titular de la participación o del derecho o gravamen constituido sobre aquella. | In each annotation the identity and the address of the titleholder of the share or the titleholder of the right or encumbrance will be indicated. |
La Sociedad sólo podrá rectificar el contenido del Libro Registro de socios si los interesados no se hubieran opuesto a la rectificación en el plazo de un (1) mes desde la notificación fehaciente del propósito de proceder a la misma. | The Company may only modify the contents of the Shareholders Registry Book if the interested parties do not oppose the modification within one (1) month after receiving due notification of the intention to modify the registry. |
Cualquier socio podrá examinar el Libro Registro de socios, cuya llevanza y custodia corresponde al órgano de administración. | Any Shareholder will be able to revise the Shareholders Registry Book, which will be kept by the Administrative Body. |
El socio y los titulares de derechos reales o gravámenes sobre las participaciones sociales, tienen derecho a obtener certificación de las participaciones, derechos y gravámenes registrados a su nombre. | The Shareholder or the titleholders of real property rights will be able to obtain certificates containing the rights and encumbrances registered in their name. |
Los datos personales de los socios podrán modificarse a su instancia, no surtiendo entre tanto efectos frente a la Sociedad. | Personal details of the Shareholders will be modified upon Shareholders’ request, not taking effect before the Company prior the request. |
Artículo 8.- Copropiedad de participaciones. En caso de copropiedad sobre una o varias participaciones sociales los copropietarios habrán de designar una sola persona para el ejercicio de los derechos de socio, y responderán solidariamente frente a la Sociedad de cuantas obligaciones se deriven de esta condición. La misma regla se aplicará a los demás supuestos de cotitularidad de derechos sobre las participaciones. | Article 8.- Joint ownership of shares. Joint owners of the Company shares shall appoint one person to exercise the Shareholder’s rights and both shall be jointly and severally liable to the Company for any obligation derived from their condition of Shareholders. The same rule shall apply to any other case of joint ownership of rights over the shares. |
Artículo 9.- Usufructo de participaciones. En caso de usufructo de participaciones la cualidad de socio reside en el nudo propietario, pero el usufructuario tendrá derecho en todo caso a los dividendos acordados por la Sociedad durante el usufructo. El ejercicio de los demás derechos del socio corresponde al nudo propietario. | Article 9.- Rights of usufruct over Company shares. In cases of usufruct, the legal owner of the share shall be considered Shareholder. However, the usufruct holder shall have the right, in all cases, to receive any dividends declared by the Company during the term of the usufruct. The exercise of all other rights shall correspond to the legal owner. |
El usufructuario queda obligado a facilitar al nudo propietario el ejercicio de estos derechos. | The usufruct holder is subject to facilitate to the legal owner of the shares the execution of its rights. |
En las relaciones entre el usufructuario y el nudo propietario regirá lo que determine el título constitutivo del usufructo y, en su defecto, lo previsto en esta Ley y, supletoriamente, lo dispuesto en el Código Civil. | The title establishing the usufruct and in its default the law provisions and additionally the Civil Code shall govern the relationship between the usufruct holder and the legal owner of the shares. |
Artículo 10.- Prenda y embargo de participaciones. En caso de prenda de participaciones sociales corresponderá al propietario de éstas el ejercicio de los derechos de socio. | Article 10.- Pledge and seizure of Company Shares. The owner of the shares which have been subject to pledge shall exercise the rights of the Shareholder. |
El acreedor pignoraticio queda obligado a facilitar el ejercicio de estos derechos. | The pledge creditor is subject to facilitate to the owner of the shares the executions of its rights. |
En caso de ejecución de la prenda de participaciones se aplicarán las reglas previstas para el caso de transmisión forzosa por el artículo 109 de la LSC. | In the event of execution of the pledge, provisions on forced transfer contained in the article 109 of the LSC will be applicable. |
El derecho real de prenda deberá constar siempre en documento público. | Pledge of shares shall be executed into public document. |
En caso de embargo de participaciones, se observarán las mismas reglas siempre que sean compatibles con el régimen específico del embargo. | In the event of the seizure of the Company’s shares, the rules established for the pledge shall govern, provided that they are compatible with the specific nature of the seizure. |
Artículo 11.- Régimen general de transmisión de participaciones. Será libre la transmisión voluntaria de participaciones por actos inter vivos entre socios, así como la realizada a favor del cónyuge, ascendiente del socio o en a favor de sociedades pertenecientes al mismo grupo que la transmitente. En otros casos, cualquier transmisión de participaciones sociales se realizará de conformidad con lo previsto en el artículo 107.2 de la LSC. | Article 11.- General transfer rules of shares. The transfer of shares shall be limited to other shareholders, its spouses, ascendants and descendents, or in favour of companies in the same group as the transferor, and subject to limitations according to the Spanish Law regulations (LSC) in the remaining cases. Any transfer of shares shall be carried out pursuant to provisions of article 107.2 of the LSC. |
Artículo 12.- Transmisión forzosa de participaciones sociales. En el caso de embargo de participaciones sociales en cualquier procedimiento de apremio, y en tanto no adquieran firmeza, los socios y, en su defecto, la Sociedad, podrán subrogarse en lugar del rematante o, en su caso, del acreedor, siendo aplicable lo dispuesto en el artículo 109 y concordantes de la LSC. | Article 12.- Forced transfer rules. Should there be a seizure of Company’s shares, in any type of judicial collection proceedings, during the execution or when the adjudication is not finalized, the Shareholders and, if applicable, the Company, may substitute the creditors being applicable what is established in article 109 and following articles of the LSC. |
Artículo 13.- Transmisión mortis causa de participaciones sociales. El mismo derecho de adquisición preferente de participaciones de la Sociedad tendrá lugar en el caso de transmisión mortis causa o a título gratuito o lucrativo de las participaciones. Los herederos o legatarios y, en su caso, los donatarios, comunicarán la adquisición al órgano de administración, aplicándose a partir de ese momento las reglas del anterior artículo 11º en cuanto a plazos de ejercicio del derecho. | Article 13.- Rules regarding mortis causa transfers. The Shareholders will have the same preferential acquisition right in cases of “mortis causa” or free transfer of shares. Heirs, beneficiaries and donors shall notify the acquisition to the Administrative Body and the rules established in Article 11 will be applicable regarding the terms applicable to execute this right. |
TÍTULO III.- ÓRGANOS DE LA SOCIEDAD | TITLE III.- COMPANY ORGANIZATION |
Artículo 14.- Órganos de la Sociedad. Los órganos sociales de la Sociedad son los siguientes: | Article 14.- Company organization. The Company is made of the following governing bodies: |
A) La Junta General. | A) The General Shareholders’ Meeting. |
B) El órgano de administración (o “Administradores”). | B) The Administrative Body (also referred to as “Directors”). |
A. JUNTA GENERAL DE SOCIOS | A. GENERAL SHAREHOLDERS MEETING |
Artículo 15.- Junta General de socios. Los socios, reunidos en Junta General debidamente convocada y constituida, decidirán por la mayoría legal establecida en estos Estatutos, en los asuntos propios de la competencia de la Junta. | Article 15.- General Shareholders’ Meeting. The Shareholders, assembled at a duly called general Shareholders’ Meeting, shall decide, by a majority vote as determined by these Articles of Association, those matters that fall within the competence of the Meeting. |
Las Juntas Generales podrán ser Ordinarias o Extraordinarias. | General Shareholders’ Meeting can be either Ordinary or Extraordinary. |
Junta Ordinaria es la que debe reunirse dentro de los seis (6) primeros meses de cada ejercicio para censurar la gestión social, aprobar, en su caso, las cuentas del ejercicio anterior y resolver sobre la aplicación del resultado. Junta Extraordinaria es cualquier otra que no sea la ordinaria anual. | Ordinary Shareholders’ Meeting must take place within the first six (6) months of each financial year in order to review the Company’s management, approve in its case, the annual accounts of the previous financial year and decide regarding the allocation of the results. Extraordinary Shareholders’ Meeting is any other Meeting besides de Ordinary Meeting. |
Todos los socios, incluso los disidentes y los que no hayan participado en la reunión, quedan sometidos a los acuerdos de la Junta General. | All members, including dissenting and non-attending members, shall be bound by the resolutions passed at General Meetings. |
No se permite la adopción de acuerdos fuera de Junta General de socios. | Resolutions adopted outside the General Shareholder’s Meeting shall not be binding. |
Es competencia de la Junta General deliberar y acordar los asuntos referidos en el artículo 160 de la LSC. | The scope of powers to the General Shareholders’ Meeting shall be those referred in article 160 of LSC. |
Artículo 16.- Emisión de votos. Cada participación da derecho a un (1) voto. | Article 16.- Right to vote. Each share in the Company shall give the holder a right to one (1) vote. |
Artículo 17.- Adopción de acuerdos en Junta General. Los acuerdos sociales se adoptarán por mayoría de los votos válidamente emitidos, siempre que representen al menos un tercio (1/3) de los votos correspondientes a las participaciones sociales en que se divide el capital social. No se computarán los votos en blanco. | Article 17.- Resolutions of the Company. Resolutions of the Company shall be approved by a majority of votes validly issued, provided that such votes represent at least one third (1/3) of Company’s shares. Abstentions shall not be counted. |
Por excepción a lo dispuesto en el apartado anterior: | The following exceptions to the above rule shall be applicable: |
a) El aumento o reducción de capital y cualquier otra modificación de los Estatutos Sociales para la que no se exija mayoría cualificada, y la opción por cualesquiera de las formas de administración que en su caso se fijen en los Estatutos, requerirá el voto favorable de al menos dos tercios (2/3) de los votos correspondientes a las participaciones en que se haya dividido el capital social. | a) An increase or decrease of the Company’s capital or any other modification of the Articles of Association not requiring a qualified majority, and the change of the structure of the Administrative Body shall require the favourable vote of more than 2/3 of the votes corresponding to the shares in which the capital of the Company is divided. |
b) La transformación, la fusión, la escisión y la cesión global de activo y pasivo de la Sociedad, así como el traslado del domicilio al extranjero y la supresión del derecho de preferencia en los aumentos de capital, la exclusión de socios y la autorización para que los Administradores puedan dedicarse por cuenta propia o ajena al mismo, análogo o complementario género de actividad que constituya el objeto social, requerirá el voto favorable de al menos dos tercios (2/3) de los votos correspondientes a las participaciones en que se divida el capital social. | b) Reorganization, merger or split-off and the global transfer of the assets and liabilities of the Company, as well as transfer of the Registered Office to a foreign country, waiver of pre-emptive rights in capital increases, exclusion of Shareholders from the Company and the authorization for the Directors to act on their own behalf or on third parties behalf in activities similar or complementary to the corporate purpose, will require a favourable vote of at least two thirds (2/3) of the votes of the corresponding shares in which the Share capital of the Company is divided. |
No obstante, cuando la legislación exija cualesquiera otros requisitos para la convocatoria (su forma y contenido), modo de deliberar y adoptar acuerdos, mayorías, derechos de los socios, constitución de la Junta y de su mesa, conflicto de intereses y documentación de los acuerdos para casos especiales y concretos, se estará a lo que dicha legislación establezca, como en el caso del traslado del domicilio al extranjero. | However, when the legislation requires any other requirements for the call (form and content), deliberations and adopt resolutions, majorities rights of members, constitution of Shareholders’ Meeting, conflict of interest and documentation for special and specific cases, it will be to what that legislation provides, as in the case of transfer of residence abroad. |
Para el cómputo de la mayoría de votos que en cada caso sea necesaria se deducirán del capital social las participaciones del socio que se encuentre en las situaciones de conflicto de intereses previstas en el artículo 190 de la LSC. | When applicable, the shares of Shareholders in a conflict of interest situation, foreseen in article 190 of LSC, shall be subtracted from the Company’s capital for the determination of the majority of votes’ purposes. |
De conformidad con lo dispuesto en el artículo 197 bis LSC, en la Junta General, deberán votarse separadamente aquellos asuntos que sean sustancialmente independientes. En todo caso, aunque figuren en el mismo punto del orden del día, deberán votarse de forma separada: | In accordance with article 197 bis LSC, the General Shareholders’ Meeting must vote separately on matters that are substantially independent. In any case, even appearing at the same point on the agenda, should be voted on separately: |
a) el nombramiento, la ratificación, la reelección o la separación de cada administrador. | a) appointment, ratification, re-election or removal of each administrator. |
b) en la modificación de estatutos sociales, la de cada artículo o grupo de artículos que tengan autonomía propia. | b) modifying bylaws. |
Artículo 18.- Adopción de acuerdos en Junta General por unanimidad. Quedan a salvo de la norma establecida en el artículo anterior los supuestos en los que la LSC exija el consentimiento de todos los socios. | Article 18.- General Meeting with unanimous consent. The abovementioned rules shall not be applicable in those cases where the applicable LSC require an unanimous consent on the resolution of a matter. |
Artículo 19.- Régimen general de convocatoria de Junta General. La Junta General Ordinaria o Extraordinaria será convocada por el órgano de administración y, en su caso, por los Liquidadores de la Sociedad, sin perjuicio de lo mencionado en los párrafos siguientes. | Article 19.- Rules for calling of the General Meeting. The Ordinary or Extraordinary General Shareholders’ Meeting shall be announced by the Administrative Body, or, when the Company is in liquidation, by the Company’s liquidators. |
El órgano de administración convocará la Junta General Ordinaria para su celebración dentro de los seis (6) primeros meses de cada ejercicio, con el fin de censurar la gestión social, aprobar, en su caso, las cuentas del ejercicio anterior y resolver sobre la aplicación del resultado. En este anuncio de convocatoria se hará constar expresamente que cualquier socio puede obtener de la Sociedad, de forma inmediata y gratuita, los documentos que han de ser sometidos a la aprobación de la misma, así como, en su caso, el informe de Gestión y el informe de los Auditores de Cuentas. Si estas Juntas no fueran convocadas dentro del plazo legal, podrán serlo por el Juez de lo mercantil del domicilio social, a solicitud de cualquier socio y previa audiencia del órgano de administración. | Likewise, the Administrative Body shall call the General Ordinary Meeting within the first six (6) months of each financial year for the purpose of reviewing the Company’s management, approving the Company’s annual accounts, financial statements and applications of the results. In the announcement it will be detailed that all Shareholders have the right to obtain immediately, and without cost, the documents that will be subject to the Shareholders’ approval, as well as if applicable, the Management Report and the Auditors’ Report. Should the Meeting not be called in the abovementioned time the Mercantile Court corresponding to the Company’s Registered Office shall call the Meeting upon the request of any of the Shareholders, having already informed the Administrative Body. |
El órgano de administración convocará asimismo la Junta General Extraordinaria cuando lo considere necesario o conveniente y cuando lo soliciten uno o varios socios que representen al menos el cinco (5) por ciento del capital social, expresando en la solicitud los asuntos a tratar en la Junta. En este último caso, la Junta General deberá ser convocada para su celebración dentro de los dos meses siguientes a la fecha en que se hubiera requerido notarialmente al órgano de administración para convocarla, debiendo incluirse necesariamente en el Orden del Día los asuntos que hubiesen sido objeto de la solicitud. | The Administrative Body shall call an Extraordinary General Meeting any time they deem it necessary or advisable, or when requested by one or more Shareholders, representing at least five (5) percent of the Company’s capital, who shall state in their request the matters to be placed on the Meeting’s agenda. In the latter case, the General Meeting must be called within two (2) months after receipt of Notary's notification requiring them to call the Meeting. The notice calling for the Meeting must include the agenda for the Meeting, including the matters specified in the request for the Meeting. |
Si el órgano de administración no atiende oportunamente a la solicitud mencionada, podrá realizarse la convocatoria por el Juez de lo mercantil del domicilio social, si lo solicita el porcentaje del capital social a que se refiere el párrafo anterior y previa audiencia del órgano de administración. | If the Administrative Body do not properly respond to the request, the call of a Meeting may be made by the Mercantile Court corresponding to where the Company has its Registered Office, who may call a Meeting at the request of Shareholders holding the shares percentage referred to in the previous paragraph, and after having already informed the Administrative Body. |
Igualmente, en caso de muerte o de cese del administrador único, de todos los administradores solidarios, de alguno de los administradores mancomunados, o de la mayoría de los miembros del órgano de administración, sin que existan suplentes, cualquier socio podrá solicitar del Juez de lo mercantil del domicilio social la convocatoria de Junta General para el nombramiento de los Administradores. Además, cualquiera de los Administradores que permanezca en el ejercicio del cargo podrá convocar la Junta General con este único objeto. | In the event of death or resignation of the Sole Director, all of the joint and several directors, any of the joint directors or the majority of the members of the Board of Directors, any Shareholder may request to the Mercantile Court corresponding to the Company’s Registered Office to call the General Meeting for the purpose of appointing new Directors. Also, any remaining Director may call a General Meeting for this sole purpose. |
Artículo 20.- Forma de la convocatoria. La convocatoria se realizará por carta certificada o telegrama con acuse de recibo dirigido personalmente a cada socio al domicilio designado que conste al efecto en el Libro Registro de socios. Con carácter adicional, la convocatoria también podrá publicarse en uno de los diarios de mayor circulación en la provincia en que esté situado el domicilio social. | Article 20.- Contents of the notice of the Meeting. The Meeting will be called through notification send by certified letter, with acknowledgement of receipt, personally addressed to all Shareholders to their domicile contained in the Shareholders’ Registration Book. Furthermore, the meeting can also be notified by means of its publication in a high-circulation newspaper of the province in which the Company has its registered office. |
Artículo 21.- Plazos y contenido de la convocatoria. Derecho de información. Entre la convocatoria y la fecha prevista para la celebración de la reunión, deberá existir un plazo de, al menos, quince (15) días, que se computará, en los casos de convocatoria individual, a partir de la fecha en que hubiera sido remitido el anuncio al último de los socios. En los casos de fusión y escisión, la antelación deberá ser de al menos un (1) mes. | Article 21.- Periods and contents of the notice of the Meeting. Information right. A period of at least fifteen (15) days must pass from the calling of the Meeting to the date of the Meeting. In the event of individual notification to each Shareholder, the period shall be calculated from the time the last Shareholder receives the notification. In merger and split off of the Company the period will be of at least one (1) month. |
En todo caso, la convocatoria expresará el nombre de la Sociedad, la fecha y hora de la reunión y el Orden del Día en el que figurarán los asuntos a tratar, así como el nombre de la persona o personas que realicen la comunicación. En todo caso se harán constar las menciones obligatorias que en cada caso exija la LSC en relación con los temas a tratar. | In any case, the notice of the Meeting shall include the name of the Company, the date and time for the Meeting, and the agenda of the matters to be discussed, as well as the name of the person or people who make the communication. In any case it will be necessary to include those obligatory mentions required by the LSC regarding the matters to be discussed. |
Los socios podrán solicitar por escrito, con anterioridad a la reunión de la Junta General o verbalmente durante la misma, los informes o aclaraciones que estimen precisos acerca de los asuntos comprendidos en el Orden del Día. El órgano de administración estará obligado a proporcionárselos en la forma prevista en la LSC, salvo en los casos en que, a juicio del propio órgano, la publicidad de ésta perjudique los intereses sociales. Esta excepción no procederá cuando la solicitud esté apoyada por socios que representen, al menos, el veinticinco por ciento (25%) del capital social. | If the Shareholders deem it necessary, they may require in writing before the Meeting or verbally during the Meeting information or clarifications of the matters included on the agenda. The Administrative Body shall provide such information in the form established in LSC, except in those cases where the Administrative Body deems that the disclosure of the information requested may be harmful to the Company’s interests. This exception shall not be applicable if the request is supported by Shareholders representing at least twenty-five (25%) percent of the Company’s capital. |
Artículo 22.- Junta universal. La Junta General quedará válidamente constituida para tratar cualquier asunto, sin necesidad de previa convocatoria, siempre que esté presente o representado la totalidad del capital social y los concurrentes acepten por unanimidad la celebración de la reunión y el Orden del Día de la misma. | Article 22.- Universal Meetings. The General Meeting shall be validly held to consider any matter and without prior calling when Shareholders representing the entire capital or their representatives are present at the Meeting and those present unanimously agree to hold the Meeting and agree on its agenda. |
Artículo 23.- Lugar de celebración de la Junta General. La Junta General se celebrará en cualquier lugar del término municipal del domicilio social. Si en la convocatoria no figurase el lugar de celebración, se entenderá que la Junta ha sido convocada para su celebración en el domicilio social. Por excepción, la Junta Universal a la que se ha hecho mención en el artículo 22º anterior, podrá reunirse en cualquier lugar del territorio nacional o del extranjero. | Article 23.- Place of the Meeting. The General Meeting shall be held in the municipality corresponding to the Company’s Registered Office. If the notice of the Meeting does not state the place where it is to be held, it shall be understood that the Meeting is to be held at the Company’s Registered Office. A Universal Meeting, as described in the aforementioned Article 22, may take place at any place either in national or foreign territory. |
Artículo 24.- Mesa de la Junta General. Las Juntas Generales de socios serán presididas y ejercerá de Secretario las personas que designe la propia Junta en el mismo acto. En el supuesto de que exista un Consejo de Administración, la Junta será presidida por el Presidente del Consejo de Administración o, en su caso, por el Vicepresidente del mismo y actuará de Secretario el que lo sea del Consejo de Administración o, en su caso, el Vicesecretario del mismo. Lo anterior se entiende sin perjuicio de las facultades que asisten a la propia Junta General para designar el socio que haya de presidirlas y la persona, sea o no socio, que haya de actuar como Secretario. | Article 24.- Chairing of the General Meeting. General Shareholders’ Meetings will be chaired by a Chairman and the Secretary will be appointed by the own Meeting at the same occasion. Should there exist a Board of Directors, the General Shareholders’ Meeting will be chaired by the Chairman, or the Vicechairman of the Board of Directors, and the Secretary, or the Vicesecretary of the Board of Directors will hold the same position in the General Meeting. Notwithstanding the abovementioned, the General Meeting will be able to appoint the Chairman or the Secretary (even in cases where the latter is not a Shareholder) for the purposes of the Meeting. |
Artículo 25.- Dirección de la Junta y constancia en acta de los acuerdos. Corresponde al Presidente de la Junta dirigir las sesiones, conceder la palabra a los socios y organizar los debates así como comprobar la realidad de la adopción de los acuerdos. | Article 25.- Minutes of the Meetings. Meetings will be chaired by the Chairman who will have the faculty to give the right to speak, to moderate and to check the fulfilment of the adopted agreements. |
Todos los acuerdos sociales deberán constar en acta. El acta incluirá necesariamente la lista de asistentes y deberá ser aprobada por la propia Junta al final de la reunión o, en su defecto, y dentro del plazo de quince (15) días, por el Presidente de la Junta General y dos (2) socios interventores, uno en representación de la mayoría y otro en representación de la minoría. El acta tendrá fuerza ejecutiva a partir de la fecha de su aprobación. | All resolutions of the Company must be reflected in the Minutes of the Meeting. The Minutes shall include a list of attendees and must be approved by the attendees at the end of the Meeting, or in its default, it has to be approved within fifteen (15) days by the Chairman and two (2) supervising Shareholders, one representing the majority and the other the minority. The Minutes shall have legal effect from the date of their approval. |
El órgano de administración podrá requerir la presencia de un Notario para que levante acta de la Junta y estará obligado a hacerlo siempre que con cinco (5) días de antelación al previsto para la celebración de la Junta, lo soliciten socios que representen, al menos, el cinco (5) por ciento del capital social. En este último caso, los acuerdos sólo serán eficaces si constan en acta notarial. El acta notarial no se someterá a trámite de aprobación, tendrá la consideración de acta de la Junta y fuerza ejecutiva desde la fecha de su cierre, siendo sus honorarios de cargo de la Sociedad. | The Administrative Body may require the presence of a Public Notary to draw up the minutes. The Administrative Body will be obliged to do so when Shareholders representing at least five (5) percent of the Company shares require the Notary’s presence with at least five (5) days notice before the scheduled Meeting. In this case, resolutions shall only be valid if reflected in the Minutes drawn up by the Notary. Minutes drawn up by a Notary shall not be subject to approval and shall be considered as the correct Minutes and shall have legal effect from the date of execution. The Notary’s fees shall be charged to the Company. |
Artículo 26.- Asistencia y representación en Junta General. Todos los socios tienen derecho a asistir personalmente a la Junta General o hacerse representar en dichas reuniones por medio de otro socio, su cónyuge, ascendientes o descendientes, o persona que ostente poder general conferido en documento público con facultades para administrar todo el patrimonio que el representado tuviera en territorio nacional. | Article 26.- Attendance and representation. All Shareholders shall have the right to attend the General Meeting. Shareholders may be represented at General Meetings by other Shareholders, spouse, ascendants, descendants or any other person with general powers of attorney executed in a public document with the faculties to administer all the property of the represented person within the national territory. |
La representación comprenderá la totalidad de las participaciones de las que sea titular el socio representado y si no constara en documento público, deberá ser escrita y con carácter especial para cada Junta. | Representation by proxy shall include all shares held by represented Shareholders and must be issued in writing for each Meeting unless the proxy is contained in a document executed before a Notary. |
B. ÓRGANO DE ADMINISTRACIÓN | B. The ADMINiSTRATIVE Body |
Artículo 27.- Órgano de administración. La Sociedad estará regida y administrada por un Administrador único, dos (2) mancomunados, varios solidarios, con un mínimo de dos (2) y un máximo de cuatro (4), o un Consejo de Administración. | Article 27.- Administrative Body. The management of the Company may be entrusted to a sole Director, to two (2) joint Directors or to several joint and several Directors with a minimum of two (2) and a maximum of four (4), or to a Board of Directors. |
En el supuesto de Consejo de Administración, éste estará integrado por un mínimo de tres (3) y un máximo de doce (12) miembros. Al Consejo de Administración, en forma colegiada, le corresponden todas las facultades del órgano de administración que resultan de la LSC y de estos Estatutos, sin perjuicio de la posibilidad de poder delegar todas o algunas de dichas facultades en una Comisión Ejecutiva o en uno o varios Consejeros Delegados. También le corresponde la representación de la Sociedad, en juicio y fuera de él, en forma colegiada. | Board of Directors shall be made up of a minimum of three (3) and a maximum of twelve (12) Directors. The Board of Directors acting jointly will have all the powers established in the LSC and in these Articles of Association. It will also have the power to grant any of its powers to an executive committee or to several Managing Directors. The Board of Directors will also hold the representation of the Company inside or outside trials. |
Artículo 28.- Competencia para el nombramiento y separación de los miembros del órgano de administración. La Competencia para el nombramiento y separación de los miembros del órgano de administración corresponde exclusivamente a la Junta General, la cual determinará también el número concreto de miembros dentro de los mínimos y máximos señalados en estos Estatutos Sociales. Los Administradores nombrados podrán ser separados de su cargo por la Junta General, aun cuando la separación no conste en el Orden del Día. | Article 28.- Appointment and removal of members of the Administrative Body. The General Meeting shall have the exclusive power to appoint and remove the members from the Administrative Body and to establish the number of members, within the minimum and maximum numbers established in the Articles of Association of the Company. Directors may be removed from office by the General Meeting, even if the removal is not on the agenda. |
Artículo 29.- Ámbito de representación. La representación del órgano de administración se extiende a todos los actos comprendidos en el objeto social, sin más excepción que la de aquellos asuntos que legalmente sean competencia de la Junta General. | Article 29.- Scope of representation. The scope of representation shall extend to all the activities included in the purpose of the Company, except those matters belonging to the scope of Competence of the General Shareholders Meeting. |
Cualquier limitación de las facultades representativas del órgano de administración, tanto si viene impuesta por los Estatutos como por decisiones de la Junta General, serán ineficaces frente a terceros, sin perjuicio de su validez y de la responsabilidad en que incurren los Administradores frente a la Sociedad en caso de extralimitación o abuso de facultades o por la realización de actos no comprendidos en el objeto social que obliguen a la Sociedad en virtud de lo dispuesto en la LSC. | Any limitation to the representation powers of the Administrative Body, whether imposed by the Articles of Association or by the decisions of the Shareholders’ Meeting, will be ineffective before third parties, notwithstanding its validity and the responsibility in which the Directors may incur before the Company due to the extra limitation or abuse of their powers or by taking actions in matters which are not part of the corporate purpose of the Company by virtue of what is established in the LSC. |
Artículo 30.- Condiciones para ser nombrado Administrador. Para ser nombrado Administrador no se requiere la condición de socio. | Article 30.- Conditions for being appointed Director. It shall not be necessary to be a Shareholder in the Company in order to be appointed Director. |
No podrán ser Administradores ni ocupar cargos en la Sociedad los menores de edad no emancipados, los judicialmente incapacitados, las personas inhabilitadas conforme a la Ley Concursal mientras no haya concluido el período de inhabilitación fijado en la sentencia de calificación del concurso y los condenados por delitos contra la libertad, contra el patrimonio o contra el orden socioeconómico, contra la seguridad colectiva, contra la Administración de Justicia o por cualquier clase de falsedad, así como aquéllos que por razón de su cargo no puedan ejercer el comercio. | People who cannot be appointed Directors include minors, any individual without legal capacity, those who have been declared bankrupt or insolvent but not discharged, and those convicted of crimes with sentences prohibiting the exercise of public office, those who have been convicted of serious breaches of labour laws or regulations, and those who, due to their position, cannot engage in business activities. |
Tampoco pueden serlo los funcionarios al servicio de la Administración con funciones a su cargo que se relacionen con las actividades propias de la Sociedad, ni quienes se hallen incursos en causa legal de incompatibilidad, en la medida y condiciones que en cada caso se establezcan. | Neither public servants working for the administration with duties in their charge linked with the activities of the Company nor those people incurring in a cause of incompatibility. |
El nombramiento de los Administradores surtirá efecto desde el momento de su aceptación. | The appointment of the Directors will be effective from the date of its acceptance. |
Artículo 31.- Administradores suplentes. La Junta General está facultada para nombrar Administradores suplentes para el caso de que cesen por cualquier causa uno o varios de ellos. El nombramiento y aceptación de los suplentes como administradores se inscribirá en el Registro Mercantil una vez producido en cese del anterior. El nombramiento del suplente se entenderá efectuado por el periodo pendiente de cumplir por la persona cuya vacante se cubra. | Article 31.- Substitute Directors. Substitute Directors may be appointed by the General Meeting to take office in the event of the removal of a Director for whatever reason. The appointment and acceptance of substitute Directors shall be registered at the Companies House upon removal of the prior Director. The appointment of a substitute Director shall be understood to be subject to the term of the replaced Director. |
El nombramiento de los Administradores suplentes surtirá efecto desde el momento de su aceptación. | The appointment of substitute Directors shall have effect upon acceptance. |
Artículo 32.- Duración del cargo de Administrador. Los Administradores ejercerán su cargo por tiempo indefinido. | Article 32.- Term of the office. Directors shall serve for an indefinite period. |
Artículo 33.- Responsabilidad de los Administradores. En todo lo relativo a la responsabilidad de los Administradores, acciones de responsabilidad y de impugnación de acuerdos adoptados por ellos, se estará a lo dispuesto en la LSC, con excepción del acuerdo de Junta General que decida sobre el ejercicio de la acción de responsabilidad que se podrá adoptar por mayoría ordinaria por imperativo legal. | Article 33.- Liability of Directors. Liability of Directors as well as the challenging of their decisions will be governed by the applicable LSC, with exception of the General Meeting Agreement which decides over the responsibility action against the Directors which will have to be adopted by ordinary majority as established in Law. |
Artículo 34.- Retribución de los Administradores. El cargo de Administrador será gratuito. | Article 34.- Payment of Directors. The position of Director shall not be remunerated. |
Si alguno de los Administradores prestase a la Sociedad servicios por cargos para los que hubiese sido nombrado, como Director General, Director Gerente o por trabajos profesionales o de cualquier índole que para la misma realice, la remuneración que por este concepto reciba lo será en función del trabajo que desarrolle y no por su carácter de Administrador, que es totalmente independiente. | Should any Director render services to the Company due to a post of General Director, General Manager or to any professional service contract, the remuneration for this concept will be considered according to the services rendered. This remuneration shall be considered independent from the post held by the individual as Director. |
Artículo 35.- Nombramiento de Presidente y Vicepresidente y Secretario y Vicesecretario del Consejo de Administración. En el caso de que exista, el Consejo de Administración nombrará de su seno un Presidente y, si lo considera oportuno, un Vicepresidente. Asimismo nombrará libremente a la persona que haya de desempeñar el cargo de Secretario y, si lo estima conveniente, un Vicesecretario. El Secretario y el Vicesecretario podrán no ser Consejeros. | Article 35.- Chairman, Vicechairman, Secretary and Vicesecretary appointment. Should there be a Board of Directors, the Board shall appoint a Chairman and if necessary a Vicechairman, as well as a Secretary and if necessary a Vicesecretary. Neither Secretary nor Vicesecretary has to be members of the Board of Directors. |
El Vicepresidente y Vicesecretario actuarán en los casos de imposibilidad física o jurídica de los cargos que suplan. | The Vicechairman and Vicesecretary will act in case of physical or legal impossibility of the Director or Secretary to attend the meeting. |
Artículo 36.- Convocatoria y modo de celebración de reuniones por el Consejo de Administración. Votación por escrito y sin sesión. En el caso de que exista Consejo de Administración, la convocatoria del mismo se hará por el Presidente, o a falta de éste, por el Vicepresidente, por medio de carta certificada o por telegrama, con acuse de recibo, o por e-mail dirigido personalmente a cada Consejero, con una antelación mínima de siete (7) días y quedará válidamente constituido cuando concurran a la reunión, presentes o representados, un número de éstos que superen la mitad aritmética del número de miembros que lo integran. La representación y voto para las reuniones del Consejo podrá conferirse a favor de cualquier otro Consejero, comunicándolo por carta dirigida al Presidente o a falta de éste, al Vicepresidente. Esta representación, además de escrita, habrá de ser especial para cada sesión. | Article 36.- Notice and holding of the Meeting. Written vote with no Meeting. Should the Administrative Body be a Board of Directors, the Meeting of the Board will be announced by its Chairman or, when applicable, the Vicechairman, by way of a certified letter or telegram with acknowledgment of receipt, or by email, sent to all Directors individually at least seven (7) days in advance. The Meeting will be validly called when members or their representatives representing at least half of the members of the Board of Directors are present. Representation and voting rights for the Meetings can be conferred to another Board member through a letter addressed to the Chairman or Vicechairman. This proxy will have to be put into writing and in a separate document for each Meeting. |
El Presidente, o a falta de éste, el Vicepresidente, dirigirá las sesiones, concederá la palabra a los Consejeros y ordenará los debates, fijará el orden de las intervenciones y las propuestas de resolución. | The Chairman or the Vicechairman, in its case, shall lead the Meetings, will give the right to speak to the Directors and will establish the participation order and the proposals for the resolution of matters. |
El Consejo de Administración deberá reunirse, al menos, una vez al trimestre. Así mismo, el Consejo de Administración se reunirá en los días que el mismo acuerde y siempre que lo disponga su Presidente, o a falta de éste, el Vicepresidente o lo pidan dos (2) de sus componentes, en cuyo caso se convocará por aquél para reunirse dentro de los quince (15) días siguientes a la petición. | Board of Directors shall be held, at least, once a quarter. Additionally, Board of Directors shall be held for the dates established by the Chairman or, when applicable, by the Vicechairman or the date requested by two (2) members. The Meeting will be held fifteen (15) days after the request. |
Se permitirá la participación por medio de teléfono o videoconferencia, siempre que todos los consejeros puedan oír y ser oídos por los demás | Participation by means of telephone or videoconference will be allowed, provided all Directors can hear and be heard by each other. |
Será válida la reunión del Consejo sin necesidad de previa convocatoria, cuando, estando reunidos todos sus miembros, decidan por unanimidad celebrar la sesión. | The Board of Directors shall be validly called without a prior call when members representing all the Board of Directors unanimously agree to hold the Meeting. |
La votación por escrito y sin sesión sólo será admitida cuando ningún Consejero se oponga a este procedimiento. El Presidente, o a falta de éste, el Vicepresidente o el Secretario o a falta de éste, el Vicesecretario del Consejo de Administración, deberán dirigirse por carta certificada o telegrama, con acuse de recibo, a todos los Consejeros, comunicándoles el contenido de los acuerdos que se proponen al Consejo para su deliberación. Los Consejeros, por escrito y bajo su firma, otorgarán su voto a la propuesta de acuerdos dentro de los diez (10) días siguientes a la fecha en que se hubiere remitido la comunicación al último Consejero. Dicha comunicación previa no será necesaria cuando conste, por escrito y bajo su firma, el voto de todos los Consejeros. | The agreements taken in a written form and without holding a meeting will only be valid when no Directors object the procedure. Chairman or, when applicable, Vicechairman, or Secretary or, when applicable, Vicesecretary shall communicate to all members of the Board of Directors by certified letter or telegram, with acknowledgement of receipt, informing them about the contents of the agreements subject to consideration by the Board of Directors. The vote shall be issued in a written and signed form by all the Directors within ten (10) days after the last notification has been sent to the last Director. This procedure shall not be necessary when there is a written and signed vote of all the Directors. |
Artículo 37.- Adopción de acuerdos por el Consejo de Administración y delegación de facultades. | Article 37.- Board of Directors agreements and delegations of powers. |
En el caso de existir Consejo de Administración, los acuerdos se adoptarán por mayoría absoluta de los Consejeros presentes y representados en la sesión. | Should there be a Board of Directors, all the agreements will be adopted by all the present and represented Directors following the majority rules. |
El Consejo de Administración, mediante acuerdo con el voto favorable de las dos terceras (2/3) partes de sus componentes, podrá delegar permanentemente alguna o todas sus facultades en una Comisión Ejecutiva o en uno o varios Consejeros Delegados, indicando en el nombramiento el régimen de actuación y fijando sus facultades con cumplimiento de los límites legales. | The Board of Directors will be able to delegate permanently some of its Powers to the Executive Committee or to one or more Managing Directors establishing the rules and content of the delegation. For this delegation the agreement of two thirds (2/3) of the members of the Board will be necessary. |
Dicha delegación y nombramiento no producirán efecto alguno hasta su inscripción en el Registro Mercantil. | This delegation shall not be effective until recorded in the Trade Register. |
Cuando un miembro del consejo de administración sea nombrado consejero delegado o se le atribuyan funciones ejecutivas en virtud de otro título, será necesario que se celebre un contrato entre este y la sociedad que deberá ser aprobado previamente por el consejo de administración con el voto favorable de las dos terceras partes de sus miembros. El consejero afectado deberá abstenerse de asistir a la deliberación y de participar en la votación. El contrato deberá incorporarse como anejo al acta de la sesión. | When a member of the Board of Directors is appointed CEO or executive functions assigned to him under another title, it will require a contract between him and the company which must be approved by the Board of Directors with the favorable vote of two-thirds of its members. The director shall not attend the discussion and participate in the vote. The contract shall be incorporated as an annex to the minutes of the session. |
Artículo 38.- Constancia en acta de los acuerdos del Consejo de Administración. En el supuesto de existir Consejo de Administración, las discusiones y acuerdos del mismo se llevarán a un Libro de Actas en el que constarán los acuerdos adoptados con expresión de los datos relativos a la convocatoria y a la constitución del Consejo, un resumen de los asuntos debatidos, las intervenciones de los que se haya solicitado constancia y los resultados de las votaciones. Dicho Libro de Actas será firmado por el Secretario o, en su caso, el Vicesecretario, con el visto bueno del Presidente o, en su caso, el Vicepresidente. | Article 38.- Minutes of the Board of Directors. The agreements taken by the Board of Directors will be included in a Minutes Book. The Minutes Book will contain all the details regarding the calling of the Meeting, agreements adopted, the incorporation of the Board, the summary of the discussed issues, the participation of the attendants, the recording of the matters requested by attendants and the results of the voting process and it will be signed by the Secretary or by the Vicesecretary with the Chairman’s or Vicechairman’s approval. |
TÍTULO IV.- EJERCICIO SOCIAL | TITLE IV.- FINANCIAL YEAR |
Artículo 39.- Ejercicio social. El ejercicio social empieza el 1 de enero y termina el 31 de diciembre. | Article 39.- Financial year. The financial year shall begin on 1 January and end on 31st of December. |
Artículo 40.- Formulación de las Cuentas Anuales. Los Administradores están obligados a formular en el plazo máximo de tres (3) meses, contados a partir del cierre del ejercicio social, las Cuentas Anuales, el Informe de Gestión y la propuesta de aplicación del resultado, así como, en su caso, las Cuentas y el Informe de Gestión consolidados. Las Cuentas Anuales comprenderán el Balance, la Cuenta de Pérdidas y Ganancias, la Memoria, el estado que refleje los cambios en el patrimonio neto del ejercicio y en su caso el estado de flujo de efectivo. Estos documentos, que forman una unidad, deberán ser redactados con claridad y mostrar la imagen fiel del patrimonio, de la situación financiera y de los resultados de la Sociedad, de acuerdo con lo establecido en la legislación aplicable. | Article 40.- Preparation of Annual Accounts. Directors shall prepare the Annual Accounts, financial statements, the management report, the proposed distribution of income or loss, and, where applicable, the consolidated financial statements and consolidated management report within a maximum period of three (3) months counted from the close of the financial year. The financial statements shall consist of a balance sheet, profit and loss statements, notes on the financial statements, the state which reflects the changes in the net equity of the financial year, and in its case the state of effective flow. These documents, will be considered as a single report, must be clearly presented and give a true and correct view of the Company’s net equity, financial position and income or loss, in accordance with the Law and any other applicable provision. |
Las Cuentas Anuales y el Informe de Gestión deberán estar firmadas por todos los Administradores. Si faltare la firma de alguno de ellos se señalará en cada uno de los documentos que falte, con expresa indicación de la causa. | The financial statements and the management report must be signed by all the Directors. Where a Director’s signature is missing, this fact together with the reason for its absence shall be expressly pointed out on each document where such signature is lacking. |
En materia de auditoría de cuentas se aplicará lo previsto en la legislación vigente. | Regarding the auditing of the accounts it will be enforceable the applicable legislation. |
Artículo 41.- Derecho de información y examen de contabilidad. A partir de la convocatoria de la Junta General, cualquier socio podrá obtener de la Sociedad, de forma inmediata y gratuita los documentos que han de ser sometidos a la aprobación de la misma, así como, en su caso, el Informe de Gestión y el Informe de los Auditores de Cuentas. En la propia convocatoria se deberá hacer mención de este derecho. | Article 41.- Right to access to information and examination of accounts. From the date of the calling of the Shareholders’ General Meeting, any Shareholder has the right to obtain from the Company, immediately and free of charge, the documents that are to be approved during the Meeting. This includes the Management Report and Auditors’ Report, if applicable. This right must be mentioned in the calling of the Meeting. |
Durante el mismo plazo, el socio o socios que representen el cinco (5) por ciento del capital podrán examinar en el domicilio social, por sí o en unión de experto contable, los documentos que sirvan de soporte y de antecedente de las Cuentas Anuales, sin que ello impida el derecho de la minoría a que se nombre un auditor de cuentas con cargo a la Sociedad. | During the same period, the Shareholder/s who represent a five (5) percent or more of the Share Capital, may consult, in the Registered Office of the Company, independently or accompanied by an accounting expert, the documents which serve as a support and background for the preparation of the Annual Accounts. This does not have any effect on the fact that the minority has a right to elect an independent Auditor of the Annual Accounts, whose cost will be charged to the Company. |
Artículo 42.- Distribución de dividendos. La distribución de dividendos a los socios, se realizará en proporción a su participación en el capital social. | Article 42.- Distribution of dividends. The payment of dividends on ordinary shares shall be made in proportion to the capital paid-in on those shares. |
TÍTULO V.- DISOLUCIÓN Y LIQUIDACIÓN | TITLE V.- WINDING UP AND LIQUIDATION |
Artículo 43.- Causas de disolución. La Sociedad se disolverá por las causas previstas en la LSC. | Article 43.- Causes of dissolution. The Company shall be wound up for any of the reasons set forth in the LSC. |
Artículo 44.- Cese de Administradores y nombramiento de Liquidadores. Con la apertura del periodo de liquidación cesarán en sus cargos los Administradores quienes de forma automática quedarán convertidos en Liquidadores. | Article 44.- Resignation of Directors and appointment of Liquidators. The Company’s Directors’ posts shall terminate when the liquidation process starts. Directors at the time of dissolution shall become liquidators. |
La Sociedad disuelta conservará su personalidad jurídica mientras la liquidación se realiza. Durante ese tiempo deberá añadir a su denominación la expresión “en liquidación”. | The dissolved Company shall maintain its status as legal entity during the liquidation process. During this time it shall add to its Company name the words “in liquidation”. |
Artículo 45.- Duración del cargo de Liquidador. Los Liquidadores ejercerán su cargo por tiempo indefinido. | Article 45.- Term of office of Liquidators. Liquidators shall serve for an undetermined period of time. |
Artículo 46.- Ámbito de representación. El poder de representación de los Liquidadores será ejercido de forma individual. La representación de los Liquidadores se extiende a todas aquellas operaciones que sean necesarias para la liquidación de la Sociedad. | Article 46.- Representative authority. Each liquidator shall have individual representative authority. The liquidators’ representative authority shall extend to all transactions necessary for the liquidation. |
Artículo 47.- Cálculo de la cuota de liquidación. La cuota de liquidación que corresponde a cada socio será proporcional a su participación en el capital social. | Article 47.- Distribution of the liquidation payout. The payout distributed between the Shareholders shall be in proportion to their participation in the Company’s share capital. |
Los Liquidadores no podrán satisfacer la cuota de liquidación sin la previa satisfacción a los acreedores de sus créditos o sin consignarlos en una entidad de crédito del término municipal del domicilio social. | The Liquidators may not satisfy liquidation payout until all creditors have been fully paid or the amounts of their credits have been deposited in escrow in a financial institution within the municipal limits of the Company’s Registered Office. |
Artículo 48.- Forma de pago de la cuota de liquidación. Los socios tendrán derecho a percibir en dinero la cuota resultante de la liquidación, salvo que por acuerdo unánime se acuerde otra cosa. | Article 48.- Payment of liquidation payout. Unless all Shareholders unanimously agree otherwise, the Shareholders shall have the right to receive the liquidation payout in cash. |
Exhibit 4.33
2016 STOCK OPTION PLAN
OF
INTER PARFUMS, INC.
1. Purposes of The Plan. This stock option plan (the "Plan") is designed to provide an incentive to key employees, officers, directors and consultants of Inter Parfums, Inc., a Delaware corporation (the "Company"), and its present and future subsidiary corporations, as defined in Paragraph 17 ("Subsidiaries"), and to offer an additional inducement in obtaining the services of such individuals. The Plan provides for the grant of "incentive stock options," within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), nonqualified stock options and stock appreciation rights ("SARs").
2. Shares Subject to The Plan. The aggregate number of shares of Common Stock, $.001 par value per share, of the Company ("Common Stock") for which options or SARs may be granted under the Plan shall not exceed 1,000,000, and the Company hereby reserves 50,000 shares of Common Stock to be available solely for issuance to Nonemployee Directors, as hereinafter defined, upon options to be granted under 2016 Option Plan. Such shares may, in the discretion of the Board of Directors, consist either in whole or in part of authorized but unissued shares of Common Stock or shares of Common Stock held in the treasury of the Company. The Company shall at all times during the term of the Plan reserve and keep available such number of shares of Common Stock as will be sufficient to satisfy the requirements of the Plan. Subject to the provisions of Paragraph 14, any shares subject to an option or SAR which for any reason expire, are canceled or are terminated unexercised (other than those which expire, are canceled or terminated pursuant to the exercise of a tandem SAR or option) shall again become available for the granting of options or SARs under the Plan. The number of shares of Common Stock underlying that portion of an option or SAR which is exercised (regardless of the number of shares actually issued) shall not again become available for grant under the Plan.
3. Administration of The Plan.
(a) The Plan shall be administered by the Board of Directors, or if appointed, by a committee consisting of not less than two (2) members of the Board of Directors, each of whom shall be a “Nonemployee Director” within the meaning of Rule 16b-3 promulgated by the Securities and Exchange Commission. (The group administering the plan is referred to as the “Committee”). The failure of any of the Committee members to qualify as a Nonemployee Director shall not otherwise affect the validity of the grant of any option or SAR, or the issuance of shares of Common Stock otherwise validly issued upon exercise of any such option. A majority of the members of the Committee shall constitute a quorum, and the acts of a majority of the members present at any meeting at which a quorum is present, and any acts approved in writing by all members without a meeting, shall be the acts of the Committee.
(b) Subject to the express provisions of the Plan, the Committee shall have the authority, in its sole discretion, to determine the individuals who shall receive options and SARS; the times when they shall receive them; whether an option shall be an incentive or a nonqualified stock option; whether an SAR shall be granted separately, in tandem with or in addition to an option; the number of shares to be subject to each option and SAR; the term of each option and SAR; the date each option and SAR shall become exercisable; whether an option or SAR shall be exercisable in whole, in part or in installments, and if in installments, the number of shares to be subject to each installment; whether the installments shall be cumulative, the date each installment shall become exercisable and the term of each installment; whether to accelerate the date of exercise of any installment; whether shares may be issued on exercise of an option as partly paid, and, if so, the dates when future installments of the exercise price shall become due and the amounts of such installments; the exercise price of each option and the base price of each SAR; the form of payment of the exercise price; the form of payment by the Company upon the optionee's exercise of an SAR; whether to require that the optionee remain in the employ of, or in association with, the Company or its Subsidiaries for a period of time from and after the date the option or SAR is granted to him; the amount necessary to satisfy the Company's obligation to withhold taxes; whether to restrict the sale or other disposition of the shares of Common Stock acquired upon the exercise of an option or SAR and to waive any such restriction; to subject the exercise of all or any portion of an option or SAR to the fulfillment of contingencies as specified in the Contract (as described in Paragraph 12), including without limitations, contingencies relating to financial objectives (such as, but not limited to, earnings per share, cash flow return, return on investment or growth in sales) for a specified period for the Company, a division, a product line or other category, and/or the period of continued employment of the optionee with the Company or its Subsidiaries, and to determine whether such contingencies have been met; to construe the respective Contracts and the Plan; with the consent of the optionee, to cancel or modify an option or SAR, provided such option or SAR as modified would be permitted to be granted on such date under the terms of the Plan; and to make all other determinations necessary or advisable for administering the Plan. The determinations of the Committee on the matters referred to in this Paragraph 3 shall be conclusive.
(c) Subject to the express provisions of the Plan and solely with respect to employees or consultants of the Company who are not executive officers or directors of the Company, the Committee hereby delegates to the Chief Executive Officer, and to act in place and on behalf of the Committee, the authority to grant nonqualified options and SARs to such employees or consultants; to determine the term of such nonqualified options and SARs; to determine whether an option or SAR shall be exercisable in whole, in part or in installments; to determine whether to require that the optionee remain in the employ of, or association with, the Company or its Subsidiaries for a period of time from and after the date the option or SAR is granted to such person; and to subject the exercise of all or any portion of an option or SAR to the fulfillment of contingencies as specified in the Contract. Any such action by the Chief Executive Officer shall be promptly reduced to writing and provided to the Committee.
(d) With regard to option grants to Nonemployee Directors, the Plan shall be self-executing. However, subject to the express provisions of the Plan, with regard to Nonemployee Directors, the Committee have the power to interpret the Plan; correct any defect, supply any omission or reconcile any inconsistency in the Plan; prescribe, amend and rescind rules and regulations relating to the Plan; and make all other determinations necessary or advisable for the administration of the Plan.
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4. Eligibility.
(a) The Committee may, consistent with the purposes of the Plan, grant incentive stock options to key employees (including officers and directors who are employees) and nonqualified stock options and SARs to key employees, officers, directors and consultants of the Company or any of its Subsidiaries from time to time, but not to Nonemployee Directors, who are to receive automatic grants of nonqualified stock options without discretion of the Committee, as hereinafter set forth, within ten (10) years from the date of adoption of the Plan by the Board of Directors, covering such number of shares of Common Stock as the Committee may determine; provided that, the aggregate market value (determined at the time the stock option is granted) of the shares for which any eligible person may be granted incentive stock options under the Plan or any plan of the Company, or of a Parent or a Subsidiary of the Company which are exercisable for the first time by such optionee during any calendar year shall not exceed $100,000. Any option (or portion thereof) granted in excess of such amount shall be treated as a nonqualified stock option.
(b) Notwithstanding any other provision of the Plan, if the Committee determines that at the time a person is granted an option or SAR, such person is then, or is likely to become, a Covered Person (as hereinafter defined), then the Committee may provide that this Section 4(b) is applicable to such grant.
(i) Notwithstanding any provision of this Plan, no person eligible to receive a grant of an option or SAR under this Plan shall be granted options to purchase or an SAR in excess of 150,000 shares of common stock in any one fiscal year. Such 150,000 maximum number shall be appropriately adjusted for stock splits, stock dividends and the like.
(ii) Notwithstanding any provision of this Plan, the exercise price for all options and the base price for all SARs to be granted under the Plan, shall not be less than the Fair Market Value (as hereinafter defined) at the time of grant.
(iii) The term “Covered Person” shall mean a “covered employee” within the meaning of Code Section 162(m)(3) or any successor provision thereto.
(c) Nonemployee Directors shall not be eligible to receive a stock option or SAR grant in the discretion of the Committee. In lieu of such discretionary grants, each Nonemployee Director shall receive the following option grants:
(i) Each individual who becomes a Nonemployee Director, shall on the date of his initial election or appointment to the Board be granted an option to purchase 2,000 shares of Common Stock.
(ii) Each Nonemployee Director shall be granted an option to purchase 1,000 shares of Common Stock commencing on the next February 1st, and each succeeding February 1st throughout the term of this Plan for so long as such person is a Nonemployee Director. Notwithstanding the foregoing, no option shall be granted on such February 1st grant date to any Nonemployee Director who first becomes a Nonemployee Director within six (6) months prior to such February 1st grant date. Notwithstanding the foregoing, if a Nonemployee Director did not attend one of the two in-person board meetings that are usually held the prior June-July and December-January, then the option to be granted on the following February 1, under this Plan would be reduced by 50%; and if such Nonemployee Director did not attend both of such meetings, then such Nonemployee Director would not receive any option grant on the following February 1.
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(iii) If a sufficient number of shares of Common Stock reserved for issuance upon proper exercise of options to be granted to Nonemployee Directors on the February 1st grant date does not exist, then the aggregate remaining number of shares shall be prorated equally among options to be granted to all Nonemployee Directors at such February 1st grant date, and options shall be granted to purchase such reduced number of shares. Notwithstanding the foregoing, if a sufficient number of shares of Common Stock reserved for issuance upon proper exercise of options to be granted to Nonemployee Directors on the February 1st grant date does not exist, then options shall be granted under any pre-existing Nonemployee Director plan in order to satisfy such deficiency, if, and to the extent available.
(iv) All options that may be granted from time to time under the Plan to Nonemployee Directors shall vest and become exercisable to purchase shares of Common Stock as follows: 25% one year after the date of grant, and then 25% on each of the second, third and fourth consecutive years from the date of grant on a cumulative basis, so that each option shall become fully vested and exercisable on the fourth year from the date of grant.
(v) It is the express intent that options to be granted to Nonemployee Directors shall be first made under the 2004 Nonemployee Director Stock Option Plan, as amended (the “2004 Nonemployee Director Plan”), until all shares of Common Stock under that plan have been exhausted. Upon no further shares of Common Stock being available for grant under the 2004 Nonemployee Director Plan, then options to purchase Common Stock to Nonemployee Directors are to be granted under this Plan.
(vi) All grants under this Plan to Nonemployee Directors shall be in lieu of any other option grants that a Nonemployee Director may have been entitled to under any other plan of the Company.
5. Exercise Price and Base Price.
(a) The exercise price of the shares of Common Stock under each option and the base price for each SAR shall be determined by the Committee; provided that, in the case of
(i) Nonemployee Directors, all options granted under this Plan shall have an exercise price equal to one hundred percent (100%) of the fair market value of the Common Stock as hereinafter determined (“Fair Market Value”) on the date of grant, and
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(ii) an incentive stock option, the exercise price shall not be less than 100% of the Fair Market Value on the date of grant, and further provided, that if, at the time an incentive stock option is granted, the optionee owns (or is deemed to own) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company, of any of its Subsidiaries or of a Parent, then the exercise price shall not be less than 110% of the Fair Market Value subject to the option at the time of the granting of such option.
(b) The Fair Market Value on the date of grant shall be: (i) If the principal market for the Common stock is a national securities exchange, then the closing price of the Common Stock on the last trading day immediately preceding the date of grant as reported by such exchange; or (ii) if the principal market for the Common Stock is not a national securities exchange, then the Fair Market Value shall be determined by the Committee by any method consistent with United States generally accepted accounting principles. The determination of the Committee shall be conclusive in determining Fair Market Value.
6. Term.
(a) Except as otherwise provided in this Plan, the term of each option and SAR granted pursuant to the Plan shall be as established by the Committee, in its sole discretion. The term of each incentive stock option granted pursuant to the Plan shall be for a period not exceeding ten (10) years from the date of grant thereof; provided that, if, at the time an incentive stock option is granted, the optionee owns (or is deemed to own) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company, of any of its Subsidiaries or of a Parent, then the term of the incentive stock option shall be for a period not exceeding five (5) years.
(b) For options granted to Nonemployee Directors, the term of each option shall be five (5) years.
(c) Options shall be subject to earlier termination as hereinafter provided.
7. Exercise.
(a) An option or SAR (or any part or installment thereof) shall be exercised by giving written notice to the Company at its principal office (at present 551 Fifth Avenue, New York, NY 10176) stating whether an incentive or nonqualified stock option or SAR is being exercised, specifying the number of shares as to which such option or SAR is being exercised, and in the case of an option, accompanied by payment in full of the aggregate exercise price therefor (or the amount due on exercise if the Contract permits installment payments) in the discretion of the Committee (i) in cash, by certified check or by wire transfer of funds through the Federal Reserve System, (ii) with previously acquired shares of Common Stock having an aggregate fair market value, on the date of exercise, equal to the aggregate exercise price of all options being exercised, or (iii) any combination thereof. In addition, upon the exercise of a nonqualified stock option or SAR, the Company may withhold cash and/or shares of Common Stock to be issued with respect thereto having an aggregate fair market value equal to the amount which it determined is necessary to satisfy its obligation to withhold Federal, state and local income taxes or other taxes incurred by reason of such exercise. Alternatively, the Company may require the holder to pay to the Company such amount, in cash, promptly upon demand. The Company shall not be required to issue any shares pursuant to any such option or SAR until all required payments have been made. Fair market value of the shares shall be determined in accordance with Paragraph 5.
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(b) A person entitled to receive Common Stock upon the exercise of an option or SAR shall not have the rights of a shareholder with respect to such shares until the date of issuance of such shares; provided that, until such shares are issued, any option holder using previously acquired shares in payment of an option exercise price shall have the rights of a shareholder with respect to such previously acquired shares.
(c) In no case may a fraction of a share be purchased or issued under the Plan. Any option granted in tandem with an SAR shall no longer be exercisable to the extent the SAR is exercised, and the exercise of the related option shall cancel the SAR to the extent of such exercise.
8. Stock Appreciation Rights.
(a) An SAR may be granted separately, in tandem with or in addition to any option, and may be granted before, simultaneously with or after the grant of an option hereunder. In addition, the holder of an option may, in lieu of making the payment required at the time of exercise under Paragraph 7, include in the written notice referred to therein an "election" to exercise the option as an SAR. In such case, the Committee shall have fifteen (15) days from the receipt of notice of the election to decide, in its sole discretion, whether or not to accept the election and notify the option holder of its decision. If the Committee consents, then such exercise shall be treated as the exercise of an SAR with a base price equal to the exercise price.
(b) Upon the exercise of an SAR, the holder shall be entitled to receive an amount equal to the excess of the Fair Market Value on the date of exercise over the base price of the SAR. Such amount shall be paid, in the discretion of the Committee, in cash, Common Stock having a Fair Market Value on the date of payment equal to such amount, or a combination thereof. For purposes of this Paragraph 8, Fair Market Value shall be determined in accordance with Paragraph 5.
9. Termination of Association with the Company (Other Than Death or Permanent Disability).
(a) Any holder of an incentive option whose association with the Company (and its Subsidiaries) has terminated for any reason other than his death or permanent and total disability as defined in Section 22(e)(3) of the Code (“Permanent Disability”) may exercise such option, to the extent exercisable on the date of such termination, at any time within three (3) months after the date of termination, but in no event after the expiration of the term of the option; provided that, if such association shall be terminated either (i) for cause, or (ii) without the consent of the Company, then said option shall terminate immediately.
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(b) Except with regard to stock options granted to Nonemployee Directors, any and all nonqualified stock options or SARs granted under the Plan shall terminate simultaneously with the termination of association of the holder of such nonqualified option or SAR with the Company (and its Subsidiaries) for any reason other than the death or Permanent Disability of such holder.
(c) Options and SARs granted under the Plan shall not be affected by any change in the status of an optionee so long as he continues to be associated with the Company or any of the Subsidiaries.
(d) Nothing in the Plan or in any option or SAR granted under the Plan shall confer on any individual any right to continue to be associated with the Company or any of its Subsidiaries, or interfere in any way with the right of the Company or any of its Subsidiaries to terminate the holder's association at any time for any reason whatsoever without liability to the Company or any of its Subsidiaries.
(e) If a Nonemployee Director to whom an option has been granted under the Plan shall cease to serve on the Board, otherwise than by reason of death or Permanent Disability, then such option may be exercised (to the extent that the Nonemployee Director was entitled to do so at the time of cessation of service) at any time within three (3) months after such cessation of service but not thereafter, and in no event after the date on which, except for such cessation of service, the option would otherwise expire.
10. Death or Permanent Disability of An Optionee.
(a) Except with regard to options held by Nonemployee Directors, if an optionee dies while he is associated with the Company or any of its Subsidiaries, or within three (3) months after such termination for the holder of an incentive option (unless such termination was for cause or without the consent of the Company), then the remaining unexercised portion of the option or SAR may be exercised in whole or in part (notwithstanding that the option or SAR had not yet become exercisable with respect to all or part of such shares at the date of death, i.e., all vesting requirements shall lapse) by such person’s executor, administrator or other person at the time entitled by law to the decedent’s rights under the option or SAR, at any time within one (1) year after death, but in no event after the expiration of the term of the option or SAR.
(b) If a Nonemployee Director to whom an option has been granted under the Plan shall die while he is serving on the Board, or within three (3) months after cessation of service on the Board, then the remaining unexercised portion of the option may be exercised in whole or in part (notwithstanding that the option had not yet become exercisable with respect to all or part of such shares at the date of such death, i.e., all vesting requirements shall lapse) by such person’s executor, administrator or other person at the time entitled by law to the decedent’s rights, at any time within one (1) year after his death, but in no event after the date on which, except for such death, the option would otherwise expire.
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(c) Except with regard to options held by Nonemployee Directors, any holder whose association with the Company or its Subsidiaries has terminated by reason of a Permanent Disability may exercise his option or SAR, to the extent exercisable upon the effective date of such termination, at any time within one (1) year after such date, but in no event after the expiration of the term of the option or SAR.
(d) If a Nonemployee Director to whom an option has been granted under the Plan shall cease to serve on the Board by reason of a Permanent Disability, then the remaining unexercised portion of the option may be exercised in whole or in part by the Nonemployee Director (notwithstanding that the option had not yet become exercisable with respect to all or part of such shares at the date of such Permanent Disability i.e., all vesting requirements shall lapse) at any time within one (1) year after such Permanent Disability, but not thereafter, and in no event after the date on which, except for such Permanent Disability, the option would otherwise expire.
11. Compliance With Securities Laws. The Committee may require, in its discretion, as a condition to the exercise of an option or SAR that either (a) a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to such shares shall be effective at the time of exercise or (b) there is an exemption from registration under the Securities Act for the issuance of shares of Common Stock upon such exercise. Nothing herein shall be construed as requiring the Company to register shares subject to any option or SAR under the Securities Act. In addition, if at any time the Committee shall determine in its discretion that the listing or qualification of the shares subject to such option or SAR on any securities exchange or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of an option or SAR, or the issue of shares thereunder, then such option or SAR may not be exercised in whole or in part unless such listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.
12. Stock Option and SAR Contracts. Each option and SAR shall be evidenced by an appropriate Contract which shall be duly executed by the Company and the optionee, and shall contain such terms and conditions not inconsistent herewith as may be determined by the Committee, and which shall provide, among other things, (i) that the optionee agrees that he will remain in the employ of or association with the Company or its Subsidiaries, at the election of the Company, for the later of (A) the period of time determined by the Committee at or before the time of grant or (B) the date to which such optionee is then contractually obligated to remain associated with the Company or its Subsidiaries, (ii) that in the event of the exercise of an option or an SAR which is paid with Common stock, unless the shares of Common Stock received upon such exercise shall have been registered under an effective registration statement under the Securities Act, such shares will be acquired for investment and not with a view to distribution thereof, and that such shares may not be sold except in compliance with the applicable provisions of the Securities Act, and (iii) that in the event of any disposition of the shares of Common Stock acquired upon the exercise of an incentive stock option within two (2) years from the date of grant of the option or one (1) year from the date of transfer of such shares to him, the optionee will notify the Company thereof in writing within 30 days after such disposition, pay the Company, on demand, in cash an amount necessary to satisfy its obligation, if any, to withhold any Federal, state and local income taxes or other taxes by reason of such disqualifying disposition and provide the Company, on demand, with such information as the Company shall reasonably request to determine such obligation.
8
13. Adjustment of and Changes in Common Stock.
(a) If the outstanding shares of the Common Stock are increased, decreased, changed into, or exchanged for a different number or kind of shares or securities of the Corporation through reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or the like, then an appropriate and proportionate adjustment shall be made in the (i) aggregate number and kind of securities available under the Plan, and (ii) number and kind of securities issuable upon the exercise of all outstanding options and SARs granted under the Plan, without change in the total price applicable to the unexercised portion of such options or SARs, but with a corresponding adjustment in the exercise price or base price for each unit of any security covered by such options or SARs.
(b) Upon the dissolution or liquidation of the Corporation, or upon a reorganization, merger or consolidation of the Corporation with one or more corporations as a result of which the Corporation is not the surviving corporation, or upon the sale of substantially all of the assets of the Corporation, the Committee shall provide in writing in connection with such transaction for one or more of the following alternatives, separately or in combination: (i) the assumption by the successor entity of the options theretofore granted or the substitution by such entity for such options of new options or SARs covering the stock of the successor entity, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices; or (ii) the continuance of such option agreements by such successor entity in which such options shall remain in full force and effect under the terms so provided.
(c) Any adjustments under this Section 13 shall be made by the Committee, whose good faith determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive.
14. Amendments and Termination of The Plan. The Plan was adopted by the Board of Directors on June 28, 2016. No options may be granted under the Plan after June 27, 2026. The Board of Directors, without further approval of the Company's stockholders, may at any time suspend or terminate the Plan, in whole or in part, or amend it from time to time in such respects as it may deem advisable, including, without limitation, in order that incentive stock options granted hereunder meet the requirements for "incentive stock options" under the Code, or any comparable provisions thereafter enacted and conform to any change in applicable law or to regulations or rulings of administrative agencies; provided that, no amendment shall be effective without the prior or subsequent approval of a majority of the Company's outstanding stock entitled to vote thereon which would (a) except as contemplated in Paragraph 13, increase the maximum number of shares for which options may be granted under the Plan, (b) materially increase the benefits to participants under the Plan or (c) change the eligibility requirements for individuals entitled to receive options hereunder. No termination, suspension or amendment of the Plan shall, without the consent of the holder of an existing option affected thereby, adversely affect his rights under such option.
9
15. Nontransferability of Options. No option or SAR granted under the Plan shall be transferable otherwise than by will or the laws of descent and distribution, or qualified domestic relations order as defined in the Code or Title I of the Employee Retirement Income Security Act, and options and SARs may be exercised, during the lifetime of the holder thereof, only by him or his legal representatives. Except to the extent provided above, options and SARs may not be assigned, transferred, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise) and shall not subject to execution, attachment or similar process.
16. Substitutions and Assumptions of Options of Certain Constituent Corporations. Anything in this Plan to the contrary notwithstanding, the Board of directors may, without further approval by the stockholders, substitute new options for prior options and new SARs for prior SARs of a Constituent Corporation (as defined in Paragraph 17) or assume the prior options or SARs of such Constituent Corporation.
17. Certain Definitions.
(a) The term "Subsidiary" shall have the same definition as "subsidiary corporation" in Section 424(f) of the Code.
(b) The term "Parent" shall have the same definition as "parent corporation" in Section 424(e) of the Code.
(c) The term "Constituent Corporation" shall mean any corporation which engages with the Company, its Parent or Subsidiary, in a transaction to which section 424(a) of the Code applies (or would apply if the option or SAR assumed or substituted were an incentive stock option), or any Parent or any Subsidiary of such corporation.
18. Conditions Precedent. The Plan shall be subject to approval by the holders of a majority of shares of the Company's capital stock outstanding and entitled to vote thereon at the next meeting of its stockholders, or the written consent of the holders of a majority of shares that would have been entitled to vote thereon, and no options or SARs granted hereunder may be exercised prior to such approval, provided that the date of grant of any options granted hereunder shall be determined as if the Plan had not been subject to such approval.
10
Exhibit 21
LIST OF SUBSIDIARIES
Name | Jurisdiction |
Inter Parfums Holdings, S.A. | France |
Interparfums SA | France |
Jean Philippe Fragrances, LLC | New York |
Inter Parfums USA, LLC | New York |
IP Beauty, Inc. | Delaware |
Inter Parfums srl | Italy |
Parfums Rochas Spain, SL | Spain |
Inter Parfums (Suisse) Sarl | Switzerland |
Interparfums Luxury Brands, Inc. | Delaware |
Interparfums Singapore Pte. | Republic of Singapore |
Inter Parfums USA Hong Kong Limited | Hong Kong |
Interstellar Brands LLC | New York |
Divabox SAS | France |
Interparfums Italia Srl | Italy |
Exhibit 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-136988 and No. 333-216705) under the Securities Act of 1933 of Inter Parfums, Inc. and subsidiaries of our report dated March 1, 2022 on the consolidated balance sheets of Inter Parfums, Inc. and subsidiaries as of December 31, 2021 and 2020, and the related consolidated statements of income, comprehensive income (loss), changes in shareholders’ equity and cash flows and the schedule listed in the Index in Item 15(a)(2) for each of the years in the three-year period ended December 31, 2021 and on the effectiveness of the Inter Parfums, Inc. maintenance of internal controls over financial reporting as of December 31, 2021. This report appears in the December 31, 2021 Annual Report on Form 10-K of Inter Parfums, Inc.
/s/ Mazars USA LLP | |
Mazars USA LLP |
New York, New York
March 1, 2022
Exhibit 31.1
CERTIFICATIONS
I, Jean Madar, certify that:
1. I have reviewed this annual report on Form 10-K of Inter Parfums, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based upon such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 1, 2022
/s /Jean Madar | |
Jean Madar, Chief Executive Officer |
Exhibit 31.2
I, Russell Greenberg, certify that:
1. I have reviewed this annual report on Form 10-K of Inter Parfums, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based upon such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 1, 2022
/s /Russell Greenberg | |
Russell
Greenberg Chief Financial Officer and Principal Accounting Officer |
Exhibit 32.1
CERTIFICATION
The undersigned hereby certifies, in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in his capacity as an officer of Inter Parfums, Inc., that the Annual Report of Inter Parfums, Inc. on Form 10-K for the year ended December 31, 2021, fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operation of Inter Parfums, Inc.
Date: March 1, 2022 | By: | /s/ Jean Madar |
Jean Madar, | ||
Chief Executive Officer |
A signed original of this written statement required by Section 906 has been provided to Inter Parfums, Inc. and will be retained by Inter Parfums, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION
The undersigned hereby certifies, in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in his capacity as an officer of Inter Parfums, Inc., that the Annual Report of Inter Parfums, Inc. on Form 10-K for the year ended December 31, 2021, fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operation of Inter Parfums, Inc.
Date: March 1, 2022 | By: | /s/ Russell Greenberg |
Russell Greenberg, | ||
Executive
Vice President, Chief Financial Officer and Principal Accounting Officer |
A signed original of this written statement required by Section 906 has been provided to Inter Parfums, Inc. and will be retained by Inter Parfums, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
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Consolidated Balance Sheets (Parenthetical) - $ / shares |
Dec. 31, 2021 |
Dec. 31, 2020 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 1,000,000 | 1,000,000 |
Preferred stock, issued | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock, outstanding | 31,830,420 | 31,608,588 |
Treasury Stock, Shares | 9,864,805 | 9,864,805 |
Consolidated Statements of Income - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
|
Income Statement [Abstract] | |||
Net sales | $ 879,516 | $ 539,009 | $ 713,514 |
Cost of sales | 322,614 | 208,278 | 267,578 |
Gross margin | 556,902 | 330,731 | 445,936 |
Selling, general, and administrative expenses | 406,459 | 260,648 | 341,209 |
Impairment loss | 2,393 | ||
Income from operations | 148,050 | 70,083 | 104,727 |
Other expenses (income): | |||
Interest expense | 2,825 | 1,970 | 2,146 |
(Gain) loss on foreign currency | (2,338) | 2,178 | 1,128 |
Interest and investment income | (3,403) | (2,865) | (3,693) |
Other income | (53) | (549) | |
Other expenses (income) | (2,969) | 734 | (419) |
Income before income taxes | 151,019 | 69,349 | 105,146 |
Income taxes | 40,992 | 19,381 | 29,076 |
Net income | 110,027 | 49,968 | 76,070 |
Less: Net income attributable to the noncontrolling interest | 22,616 | 11,749 | 15,821 |
Net income attributable to Inter Parfums, Inc. | $ 87,411 | $ 38,219 | $ 60,249 |
Net income attributable to Inter Parfums, Inc. common shareholders: | |||
Basic | $ 2.76 | $ 1.21 | $ 1.92 |
Diluted | $ 2.75 | $ 1.21 | $ 1.90 |
Weighted average number of shares outstanding: | |||
Basic | 31,676,796 | 31,536,659 | 31,451,093 |
Diluted | 31,835,408 | 31,654,544 | 31,688,700 |
Dividends declared per share | $ 1.00 | $ 0.33 | $ 1.16 |
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
|
Income Statement [Abstract] | |||
Net income | $ 110,027 | $ 49,968 | $ 76,070 |
Other comprehensive income: | |||
Net derivative instrument income (loss), net of tax | (1,367) | (19) | 22 |
Transfer of OCI into earnings | (52) | (136) | |
Translation adjustments, net of tax | (42,967) | 47,912 | (8,712) |
Other Comprehensive Income (Loss), before Tax | (44,334) | 47,841 | (8,826) |
Comprehensive income | 65,693 | 97,809 | 67,244 |
Comprehensive income attributable to noncontrolling interests: | |||
Net income | 22,616 | 11,749 | 15,821 |
Net derivative instrument loss, net of tax | (375) | (19) | (30) |
Translation adjustments, net of tax | (11,524) | 14,004 | (2,593) |
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | 10,717 | 25,734 | 13,198 |
Comprehensive income attributable to Inter Parfums Inc. | $ 54,976 | $ 72,075 | $ 54,046 |
The Company and its Significant Accounting Policies |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The Company and its Significant Accounting Policies |
Business of the Company
Inter Parfums, Inc. and its subsidiaries (the “Company”) are in the fragrance business and manufacture and distribute a wide array of fragrances and fragrance related products.
Substantially all of our prestige fragrance brands are licensed from unaffiliated third parties, and our business is dependent upon the continuation and renewal of such licenses. With respect to the Company’s largest brands, we license the Montblanc, Jimmy Choo, Coach and GUESS brand names. As a percentage of net sales, product sales for the Company’s largest brands were as follows:
No other brand represented 10% or more of consolidated net sales.
Basis of Preparation
The consolidated financial statements include the accounts of the Company and its subsidiaries, including 73% owned Interparfums SA, a subsidiary whose stock is publicly traded in France. All material intercompany balances and transactions have been eliminated.
Management Estimates
Management makes assumptions and estimates to prepare financial statements in conformity with accounting principles generally accepted in the United States of America. Those assumptions and estimates directly affect the amounts reported and disclosures included in the consolidated financial statements. Actual results could differ from those assumptions and estimates. Significant estimates for which changes in the near term are considered reasonably possible and that may have a material impact on the financial statements are disclosed in these notes to the consolidated financial statements.
Foreign Currency Translation
For foreign subsidiaries with operations denominated 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.
Cash and Cash Equivalents and Short-Term Investments
All highly liquid investments purchased with a maturity of three months or less are considered to be cash equivalents. The Company also has short-term investments which consist of certificates of deposit and other contracts with maturities greater than three months and available for sale marketable equity securities. The Company monitors concentrations of credit risk associated with financial institutions with which the Company conducts significant business. The Company believes its credit risk is minimal, as the Company primarily conducts business with large, well-established financial institutions. Substantially all cash and cash equivalents are primarily held at financial institutions outside the United States and are readily convertible into U.S. dollars.
Accounts Receivable
Accounts receivable represent payments due to the Company for previously recognized net sales, reduced by allowances for doubtful accounts or balances which are estimated to be uncollectible, which aggregated $2.2 million and $5.5 million as of December 31, 2021 and 2020, respectively. Accounts receivable balances are written-off against the allowance for doubtful accounts when they become uncollectible. Recoveries of accounts receivable previously recorded against the allowance are recorded in the consolidated statement of income when received. We generally grant credit based upon our analysis of the customer’s financial position, as well as previously established buying patterns.
Inventories
Inventories, including promotional merchandise, only include inventory considered saleable or usable in future periods, and are stated at the lower of cost and net realizable value, with cost being determined on the first-in, first-out method. Cost components include raw materials, direct labor and overhead (e.g., indirect labor, utilities, depreciation, purchasing, receiving, inspection and warehousing) as well as inbound freight. Promotional merchandise is charged to cost of sales at the time the merchandise is shipped to the Company’s customers.
Derivatives
All derivative instruments are recorded as either assets or liabilities and measured at fair value. The Company uses derivative instruments to principally manage a variety of market risks. For derivatives designated as hedges of the exposure to changes in fair value of the recognized asset or liability or a firm commitment (referred to as fair value hedges), the gain or loss is recognized in earnings in the period of change together with the offsetting loss or gain on the hedged item attributable to the risk being hedged. The effect of that accounting is to include in earnings the extent to which the hedge is not effective in achieving offsetting changes in fair value. For cash flow hedges, the effective portion of the derivative’s gain or loss is initially reported in equity (as a component of accumulated other comprehensive income) and is subsequently reclassified into earnings in the same period or periods during which the hedged forecasted transaction affects earnings. The ineffective portion of the gain or loss of a cash flow hedge is reported in earnings immediately. The Company also holds certain instruments for economic purposes that are not designated for hedge accounting treatment. For these derivative instruments, changes in their fair value are recorded in earnings immediately.
Property, Equipment and Leasehold Improvements
Property, equipment and leasehold improvements are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are provided using the straight-line method over the estimated useful lives for equipment, which range between three and ten years and the shorter of the lease term or estimated useful asset lives for leasehold improvements. Depreciation has not yet begun on property recently purchased, as it has not yet been put into service. Depreciation provided on equipment used to produce inventory, such as tools and molds, is included in cost of sales.
Long-Lived Assets
Indefinite-lived intangible assets principally consist of trademarks which are not amortized. The Company evaluates indefinite-lived intangible assets for impairment at least annually during the fourth quarter, or more frequently when events occur or circumstances change, such as an unexpected decline in sales, that would more-likely-than-not indicate that the carrying value of an indefinite-lived intangible asset may not be recoverable. When testing indefinite-lived intangible assets for impairment, the evaluation requires a comparison of the estimated fair value of the asset to the carrying value of the asset. The fair values used in our evaluations are estimated based upon discounted future cash flow projections using a weighted average cost of capital of 7.47% and 6.99% in 2021 and 2020, respectively. The cash flow projections are based upon a number of assumptions, including future sales levels, future cost of goods and operating expense levels, as well as economic conditions, changes to our business model or changes in consumer acceptance of our products which are more subjective in nature. If the carrying value of an indefinite-lived intangible asset exceeds its fair value, an impairment charge is recorded.
Intangible assets subject to amortization are evaluated for impairment testing whenever events or changes in circumstances indicate that the carrying amount of an amortizable intangible asset may not be recoverable. If impairment indicators exist for an amortizable intangible asset, the undiscounted future cash flows associated with the expected service potential of the asset are compared to the carrying value of the asset. If our projection of undiscounted future cash flows is in excess of the carrying value of the intangible asset, no impairment charge is recorded. If our projection of undiscounted future cash flows is less than the carrying value of the intangible asset, an impairment charge would be recorded to reduce the intangible asset to its fair value.
Revenue Recognition
The Company sells its products to department stores, perfumeries, specialty stores and domestic and international wholesalers and distributors. Our revenue contracts represent single performance obligations to sell our products to customers. Sales of such products by our domestic subsidiaries are denominated in U.S. dollars, and sales of such products by our foreign subsidiaries are primarily denominated in either euro or U.S. dollars. The Company recognizes revenues when contract terms are met, the price is fixed and determinable, collectability is reasonably assured, and control of the assets has passed to the customer based on the agreed upon shipping terms. Net sales are comprised of gross revenues less returns, trade discounts and allowances. The Company does not bill its customers’ freight and handling charges. All shipping and handling costs, which aggregated $10.1 million, $5.0 million and $7.7 million in 2021, 2020 and 2019, respectively, are included in selling, general and administrative expenses in the consolidated statements of income. The Company grants credit to all qualified customers and does not believe it is exposed significantly to any undue concentration of credit risk. No one customer represented 10% or more of net sales in 2021, 2020 or 2019.
Sales Returns
Generally, the Company does not permit customers to return their unsold products. However, for U.S. based customers, we allow returns if properly requested, authorized and approved. The Company regularly reviews and revises, as deemed necessary, its estimate of reserves for future sales returns based primarily upon historic trends and relevant current data including information provided by retailers regarding their inventory levels. In addition, as necessary, specific accruals may be established for significant future known or anticipated events. The types of known or anticipated events that we consider include, but are not limited to, the financial condition of our customers, store closings by retailers, changes in the retail environment and our decision to continue to support new and existing products. The Company records its estimate of potential sales returns as a reduction of sales and cost of sales with corresponding entries to accrued expenses, to record the refund liability, and inventory, for the right to recover goods from the customer. The refund liability associated with estimated returns was $5.1 million and $3.6 million at December 31, 2021 and 2020, respectively, and the amounts recognized for the rights to recover products was $1.9 million and $1.4 million at December 31, 2021 and 2020, respectively. The physical condition and marketability of returned products are the major factors we consider in estimating realizable value. Actual returns, as well as estimated realizable values of returned products, may differ significantly, either favorably or unfavorably, from our estimates, if factors such as economic conditions, inventory levels or competitive conditions differ from our expectations.
Payments to Customers
The Company records revenues generated from purchase with purchase and gift with purchase promotions as sales and the costs of its purchase with purchase and gift with purchase promotions as cost of sales. Certain other incentive arrangements require the payment of a fee to customers based on their attainment of pre-established sales levels. These fees have been recorded as a reduction of net sales.
Advertising and Promotion
Advertising and promotional costs are expensed as incurred and recorded as a component of cost of goods sold (in the case of free goods given to customers) or selling, general and administrative expenses. Advertising and promotional costs included in selling, general and administrative expenses were $171.8 million, $91.7 million and $144.6 million for 2021, 2020 and 2019, respectively. Costs relating to purchase with purchase and gift with purchase promotions that are reflected in cost of sales aggregated $37.6 million, $26.4 million and $38.9 million in 2021, 2020 and 2019, respectively.
Package Development Costs
Package development costs associated with new products and redesigns of existing product packaging are expensed as incurred.
Operating Leases
The Company leases its offices and warehouses, vehicles, and certain office equipment, substantially all of which are classified as operating leases. The Company currently has no material financing leases. The Company determines if an arrangement is a lease at inception. Operating lease assets and obligations are recognized at the lease commencement date based on the present value of lease payments over the lease term.
License Agreements
The Company’s license agreements generally provide the Company with worldwide rights to manufacture, market and sell fragrance and fragrance related products using the licensors’ trademarks. The licenses typically have an initial term of approximately to years, and are potentially renewable subject to the Company’s compliance with the license agreement provisions. The remaining terms, excluding potential renewal periods, range from approximately to years. Under each license, the Company is required to pay royalties in the range of 6% to 10% to the licensor, at least annually, based on net sales to third parties.
In certain cases, the Company may pay an entry fee to acquire, or enter into, a license where the licensor or another licensee was operating a pre-existing fragrance business. In those cases, the entry fee is capitalized as an intangible asset and amortized over its useful life.
Most license agreements require minimum royalty payments, incremental royalties based on net sales levels and minimum spending on advertising and promotional activities. Royalty expenses are accrued in the period in which net sales are recognized while advertising and promotional expenses are accrued at the time these costs are incurred.
In addition, the Company is exposed to certain concentration risk. Most of our prestige fragrance brands are licensed from unaffiliated third parties, and our business is dependent upon the continuation and renewal of such licenses.
Income Taxes
The Company accounts for income taxes using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in its financial statements or tax returns. The net deferred tax assets assume sufficient future earnings for their realization, as well as the continued application of currently enacted tax rates. Included in net deferred tax assets is a valuation allowance for deferred tax assets, where management believes it is more-likely-than-not that the deferred tax assets will not be realized in the relevant jurisdiction. If the Company determines that a deferred tax asset will not be realizable, an adjustment to the deferred tax asset will result in a reduction of net earnings at that time. Accrued interest and penalties are included within the related tax asset or liability in the accompanying financial statements.
Issuance of Common Stock by Consolidated Subsidiary
The difference between the Company’s share of the proceeds received by the subsidiary and the carrying amount of the portion of the Company’s investment deemed sold, is reflected as an equity adjustment in the consolidated balance sheets.
Treasury Stock
The Board of Directors may authorize share repurchases of the Company’s common stock (Share Repurchase Authorizations). Share repurchases under Share Repurchase Authorizations may be made through open market transactions, negotiated purchase or otherwise, at times and in such amounts within the parameters authorized by the Board. Shares repurchased under Share Repurchase Authorizations are held in treasury for general corporate purposes, including issuances under various employee stock option plans. Treasury shares are accounted for under the cost method and reported as a reduction of equity. Share Repurchase Authorizations may be suspended, limited or terminated at any time without notice.
Recent Accounting Pronouncements
In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, as updated in 2019 and 2020, which require a financial asset measured at amortized cost basis to be presented at the net amount expected to be collected. The new rules eliminate the probable initial recognition threshold and, instead, reflect an entity’s current estimate of all expected credit losses. The new rules took effect for the Company in the first quarter of 2020 and there was no material impact on our consolidated financial statements.
There are no other recent accounting pronouncements issued but not yet adopted that would have a material effect on our consolidated financial statements.
Reclassifications
Certain prior year’s amounts in the accompanying consolidated statements of cash flows have been reclassified to conform to current period presentation.
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Impact of COVID-19 Pandemic |
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Impact Of Covid-19 Pandemic | |||
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.
In response to the COVID-19 pandemic various national, state, and local governments where we, our suppliers, and our customers operate initially issued decrees prohibiting certain businesses from continuing to operate and certain classes of workers from reporting to work. In all jurisdictions in which we operate we have been following guidance from authorities and health officials.
The effects of the COVID-19 pandemic on the beauty industry began in early March 2020. Retail store closings, event cancellations and a shutdown of international air travel brought our sales to a virtual standstill and caused a significant unfavorable impact on our results of operations in 2020.
Business significantly improved in the second half of 2020 and continued to improve throughout 2021, as retail stores reopened, and consumers increased online purchasing. While we expect this trend to continue, as the luxury fragrance industry has shown continued resilience, the introduction of variants of COVID-19 in various parts of the world has caused the temporary re-implementation of governmental restrictions to prevent further spread of the virus. In addition, international air travel has remained curtailed in many jurisdictions due to both governmental restrictions and consumer health concerns. While COVID-19 has significantly restricted international travel in the near-term, we continue to believe that global travel retail will once again be a growth opportunity for the long-term. Lastly, the improved economy has put significant strains on our supply chain causing disruptions affecting the procurement of components, the ability to transport goods, and related cost increases. These disruptions have come at a time when demand for our product lines has never been stronger or more sustained. We have been addressing this issue since the beginning of 2021, by ordering well in advance of need and in larger quantities. Going forward, we aim to carry more inventory overall, source the same components from multiple suppliers and when possible, manufacture products closer to where they are sold. We do not expect the supply chain bottlenecks to begin lifting until later in 2022. Therefore, despite recent business improvement, the impact of the COVID-19 pandemic may have a material adverse effect on our results of our operations, financial position and cash flows through at least the end of 2022. |
Recent Agreements |
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Business Combination and Asset Acquisition [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||
Recent Agreements |
Salvatore Ferragamo
In October 2021, we closed on a transaction agreement with Salvatore Ferragamo S.p.A., whereby an exclusive and worldwide license was granted for the production and distribution of Ferragamo brand perfumes. Our rights under this license are subject to certain minimum advertising expenditures and royalty payments as are customary in our industry. The license became effective in October 2021 and will last for 10 years with a 5-year optional term, subject to certain conditions.
With respect to the management and coordination of activities related to the license agreement, the Company operates through a wholly-owned Italian subsidiary based in Florence, that was acquired from Salvatore Ferragamo on October 1, 2021. The acquisition together with the license agreement was accounted for as an asset acquisition. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed on October 1, 2021. All amounts have been translated to U.S. dollars at the October 1, 2021 exchange rate.
Emanuel Ungaro
In October 2021, we also entered into a 10-year exclusive global licensing agreement a with a 5-year optional term subject to certain conditions, with Emanuel Ungaro Italia S.r.l, for the creation, development and distribution of fragrances and fragrance-related products, under the Emanuel Ungaro brand. Our rights under this license are subject to certain minimum advertising expenditures and royalty payments as are customary in our industry.
Donna Karan and DKNY
In September 2021, we entered into a long-term global licensing agreement for the creation, development and distribution of fragrances and fragrance-related products under the Donna Karan and DKNY brands. Our rights under this license are subject to certain minimum advertising expenditures and royalty payments as are customary in our industry. With this agreement, we are gaining several well-established and valuable fragrance franchises, most notably Donna Karan Cashmere Mist and DKNY Be Delicious, as well as a significant loyal consumer base around the world. In connection with the grant of license, we issued 65,342 shares of Inter Parfums, Inc. common stock valued at $5.0 million to the licensor. The exclusive license is effective July 1, 2022, and we are planning to launch new fragrances under these brands in 2023.
French Tax Settlement
The French authorities had considered 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.
In June 2021, a global settlement agreement was reached with the French Tax Authorities, whereby Interparfums SA paid in December 2021, €2.5 million (approximately $2.9 million) effectively lowering the Lanvin brand royalty rate charged by IP Suisse for the periods from 2017 through 2020. Interparfums SA also agreed to apply the lower rate in 2021 through 2025 and to transfer the Lanvin brand from IP Suisse to Interparfums SA by December 31, 2025.
Land and Building Acquisition - Future Headquarters in Paris
In April 2021, Interparfums SA, completed the acquisition of its future headquarters at 10 rue de Solférino in the 7th arrondissement of Paris from the property developer. This is an office complex combining three buildings connected by two inner courtyards, and consists of approximately 40,000 total sq. ft.
The $142 million purchase price includes the complete renovation of the site. As of December 31, 2021, $136.1 million of the purchase price, including approximately $3.1 million of acquisition costs, is included in property, equipment and leasehold improvements on the accompanying balance sheet as of December 31, 2021. Approximately $8.8 million of cash held in escrow is included in other assets on the accompanying balance sheet as of December 31, 2021. In addition, the Company borrowed $17.0 million pursuant to a short-term loan equal to the VAT credit, and in July 2021, the $17.0 million VAT credit was reimbursed by the French Tax Authorities and the loan was repaid.
The acquisition was financed by a -year €120 million (approximately $136 million) bank loan which bears interest at one-month Euribor plus 0.75%. Approximately €80 million of the variable rate debt was swapped for fixed interest rate debt with a maximum interest rate of 2%.
Anna Sui Corp.
In January 2021, we renewed our license agreement with Anna Sui Corp. for the creation, development and distribution of fragrance products through December 31, 2026, without any material changes in terms and conditions. Our initial 10-year license agreement with Anna Sui Corp. was signed in 2011. The renewal agreement also allows for an additional 5-year term through 2031 at the option of the Company.
Rochas Fashion
Effective January 1, 2021, we entered into a new license agreement modifying our Rochas fashion business model. The new agreement calls for a reduction in royalties to be received. As a result, in the first quarter of 2021, we took a $2.4 million impairment charge on our Rochas fashion trademark. The new license also contains an option for the licensee to buy-out the Rochas fashion trademarks in June 2025 at its then fair market value.
S.T. Dupont
In January 2021, we renewed our license agreement with S.T. Dupont for the creation, development and distribution of fragrance products through December 31, 2022, 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, 2021. |
Inventories |
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Inventory Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Inventories |
Overhead included in inventory aggregated $3.7 million and $5.4 million as of December 31, 2021 and 2020, respectively. Included in inventories is an inventory reserve, which represents the difference between the cost of the inventory and its estimated realizable value, based upon sales forecasts and the physical condition of the inventories. In addition, and as necessary, specific reserves for future known or anticipated events may be established. Inventory reserves aggregated $15.8 million and $9.4 million as of December 31, 2021 and 2020, respectively. |
Fair Value of Financial Instruments |
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Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value of Financial Instruments |
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.
The carrying amount of cash and cash equivalents including money market funds, short-term investments including marketable equity securities, 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 variable 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. |
Derivative Financial Instruments |
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Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Derivative Financial Instruments |
The Company enters into foreign currency forward exchange contracts to hedge exposure related to receivables denominated in a foreign currency and occasionally to manage risks related to future sales expected to be denominated in a foreign currency. Before entering into a derivative transaction for hedging purposes, it is determined that a high degree of initial effectiveness exists between the change in value of the hedged item and the change in the value of the derivative instrument from movement in exchange rates. High effectiveness means that the change in the cash flows of the derivative instrument will effectively offset the change in the cash flows of the hedged item. The effectiveness of each hedged item is measured throughout the hedged period and is based on the dollar offset methodology and excludes the portion of the fair value of the foreign currency forward exchange contract attributable to the change in spot-forward difference which is reported in current period earnings. Any hedge ineffectiveness is also recognized as a gain or loss on foreign currency in the income statement. For hedge contracts that are no longer deemed highly effective, hedge accounting is discontinued, and gains and losses accumulated in other comprehensive income are reclassified to earnings. If it is probable that the forecasted transaction will no longer occur, then any gains or losses accumulated in other comprehensive income are reclassified to current-period earnings.
Gains and losses in derivatives designated as hedges are accumulated in other comprehensive income (loss) and gains and losses in derivatives not designated as hedges are included in (gain) loss on foreign currency on the accompanying income statements. Such gains and losses were immaterial in each of the years in the three-year period ended December 31, 2021. For the year ended December 31, 2021, interest expense includes a gain of $0.2 million, resulting from an 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 swap is included in long-term debt on the accompanying balance sheets. The valuation of foreign currency forward exchange contracts at December 31, 2021 and December 31, 2020, resulted in an asset and is included in other current assets on the accompanying balance sheets.
At December 31, 2021, the Company had foreign currency contracts in the form of forward exchange contracts with notional amounts of approximately U.S. $64.5 million and GB £3.5 million, which all have maturities of less than one year. |
Property, Equipment and Leasehold Improvements |
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Property, Equipment and Leasehold Improvements |
Depreciation and amortization expense was $4.4 million, $3.8 million and $3.7 million in 2021, 2020, and 2019, respectively.
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Trademarks, Licenses and Other Intangible Assets |
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Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Trademarks, Licenses and Other Intangible Assets |
Amortization expense was $5.9 million, $5.3 million and $5.0 million in 2021, 2020 and 2019, respectively. Amortization expense is expected to approximate $5.4 million in 2022, $4.4 million in 2023, $4.2 million in 2024, 2025 and 2026. The weighted average amortization period for trademarks, licenses and other intangible assets with finite lives are years, years and years, respectively, and years on average. The Company reviews intangible assets with indefinite lives for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. There was an impairment charge for trademarks with indefinite useful lives of $2.4 million in 2021 relating to our Rochas fashion business. The fair values used in our evaluations are estimated based upon discounted future cash flow projections using a weighted average cost of capital of 7.47%, 6.99%, and 7.94% as of December 31, 2021, 2020 and 2019, respectively. The cash flow projections are based upon a number of assumptions, including, future sales levels and future cost of goods and operating expense levels, as well as economic conditions, changes to our business model or changes in consumer acceptance of our products which are more subjective in nature. The Company believes that the assumptions it has made in projecting future cash flows for the evaluations described above are reasonable and currently no other impairment indicators exist for our indefinite-lived assets. However, if future actual results do not meet our expectations, the Company may be required to record an impairment charge, the amount of which could be material to our results of operations.
The cost of trademarks, licenses and other intangible assets with finite lives is being amortized by the straight-line method over the term of the respective license or the intangible assets estimated useful life which range from to . If the residual value of a finite life intangible asset exceeds its carrying value, then the asset is not amortized. The Company reviews intangible assets with finite lives for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
Trademarks (finite lives) primarily represent Lanvin brand names and trademarks and in connection with their purchase, Lanvin was granted the right to repurchase the brand names and trademarks on July 1, 2027 for €70 million (approximately $79 million) (residual value) in accordance with an amendment signed in 2021. Because the residual value of the intangible asset exceeds its carrying value, the asset is not being amortized. |
Accrued Expenses |
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Accrued Expenses |
Accrued expenses consist of the following:
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Loans Payable – Banks |
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Debt Disclosure [Abstract] | |||
Loans Payable – Banks |
Loans payable – banks consist of the following:
The Company and its domestic subsidiaries have available a $20 million unsecured revolving line of credit due on demand, which bears interest at the daily Secured Overnight Financing Rate (“SOFR”) plus 2% (the SOFR was 0.05% as of December 31, 2021). The line of credit which has a maturity date of , is expected to be renewed on an annual basis. Borrowings outstanding pursuant to lines of credit were zero as of December 31, 2021 and 2020.
The Company’s foreign subsidiaries have available credit lines, including several bank overdraft facilities totaling approximately $28 million. These credit lines bear interest at EURIBOR plus between 0.5% and 0.8% (EURIBOR was minus 0.570% at December 31, 2021). Borrowings outstanding pursuant to these bank overdraft facilities were zero as of December 31, 2021 and 2020.
As there were no borrowings outstanding as of December 31, 2021 and 2010, there is no weighted average interest rate on short-term borrowings as of December 31, 2021 and 2020. |
Long-Term Debt |
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Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-Term Debt |
Long-term debt consists of the following:
In April 2021, to finance the acquisition of Interparfums SA’s future corporate headquarters, the Company entered into a $135.9 million (€120 million) ten-year credit agreement. Approximately $90.6 million (€80.0 million) of the variable rate debt was swapped for variable interest rate debt with maximum rate of 2% per annum. The swap is a derivative instrument and is therefore recorded at fair value and changes in fair value are reflected in the accompanying consolidated statements of income.
Maturities of long-term debt subsequent to December 31, 2021 are approximately $15.9 million in 2022 and $16.4 million per year thereafter through 2033. |
Commitments |
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Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments |
Leases
The Company leases its offices, warehouses and vehicles, substantially all of which are classified as operating leases. The Company currently has no material financing leases. The Company determines if an arrangement is a lease at inception. Operating lease assets and obligations are recognized at the lease commencement date based on the present value of lease payments over the lease term.
In determining lease asset value, the Company considers fixed or variable payment terms, prepayments, incentives, and options to extend or terminate, depending on the lease. Renewal, termination or purchase options affect the lease term used for determining lease asset value only if the option is reasonably certain to be exercised. The Company generally uses its incremental borrowing rate based on information available at the lease commencement date for the location in which the lease is held in determining the present value of lease payments.
As of December 31, 2021, the weighted average remaining lease term was years and the weighted average discount rate used to determine the operating lease liability was 2.5%. Rental expense related to operating leases was $8.2 million, $6.2 million, and $7.5 million for the years ended December 31, 2021, 2020 and 2019, respectively. Operating lease payments included in operating cash flows totaled $7.5 million and noncash additions to operating lease assets totaled $12.2 million.
Maturities of lease liabilities subsequent to December 31, 2021 are as follows:
(In thousands)
License Agreements
The Company is party to a number of license and other agreements for the use of trademarks and rights in connection with the manufacture and sale of its products expiring at various dates through 2033. In connection with certain of these license agreements, the Company is subject to minimum annual advertising commitments, minimum annual royalties and other commitments as follows:
(In thousands)
Future advertising commitments are estimated based on planned future sales for the license terms that were in effect at December 31, 2021, without consideration for potential renewal periods. The above figures do not reflect the fact that our distributors share our advertising obligations. Royalty expense included in selling, general, and administrative expenses, aggregated $69.0 million, $41.1 million and $53.0 million, in 2021, 2020 and 2019, respectively, and represented 7.8%, 7.6% and 7.4% of net sales for the years ended December 31, 2021, 2020 and 2019, respectively. |
Equity |
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Equity |
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 Compensation cost, net of estimated 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 the Company’s policy to issue new shares upon exercise of stock options. to period. The fair value of shares vested aggregated $ , $ and $ in 2021, 2020 and 2019, respectively.
At December 31, 2021, options for shares were available for future grant under the plans. The aggregate intrinsic value of options outstanding is $ as of December 31, 2021 and unrecognized compensation cost related to stock options outstanding aggregated $ , which will be recognized over the next .
The weighted average fair values of options granted by Inter Parfums, Inc. during 2021, 2020 and 2019 were $ , $ and $ per share, respectively, on the date of grant using the Black-Scholes option pricing model to calculate the fair value.
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 maintain its current payout ratio as a percentage of earnings.
INTER PARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements December 31, 2021, 2020 and 2019 (In thousands except share and per share data)
As of December 31, 2021, the weighted average exercise price of options exercisable was $52.23 and the weighted average remaining contractual life of options exercisable is 2.35 years. The aggregate intrinsic value of options exercisable at December 31, 2021 is $17.2 million.
In December 2018, Interparfums SA approved a plan to grant an aggregate of shares of its stock to employees with no performance condition requirement, and an aggregate of shares to officers and managers, subject to certain corporate performance conditions. The shares, subject to adjustment for stock splits, will be distributed in June 2022.
In March 2020, due to the potential impact on future net sales and operating results resulting from the COVID-19 pandemic, the estimated number of shares to be distributed, after forfeited shares, was reduced from 142,571 to 82,162. As the Company had already purchased shares in contemplation of the higher anticipated distribution, shares purchased in excess of the reduced anticipated distribution were transferred to treasury shares at the Interparfums SA level.
The fair value of the grant had been determined based on the quoted stock price of Interparfums SA shares as reported by the NYSE Euronext on the date of grant. The original cost of the grant was approximately $4.4 million, and the March 2020 revaluation resulted in a reduction of the cost, to approximately $2.5 million.
In June 2020, the performance conditions were modified affecting 96 employees. As of December 31, 2021, the number of shares to be distributed, after forfeited shares, increased to . The increase in shares anticipated to be distributed were transferred from treasury shares at the Interparfums SA level. The modification resulted in a revised cost of the grant to approximately $ .
In order to avoid dilution of the Company’s ownership of Interparfums SA, all shares distributed or to be distributed pursuant to these plans are pre-existing shares of Interparfums SA, purchased in the open market by Interparfums SA.
All share purchases and issuances have been classified as equity transactions on the accompanying balance sheet.
Dividends
In October 2019, our Board of Directors authorized a 20% increase in the annual dividend to $ per share on an annual basis. In April 2020, as a result of the uncertainties raised by the COVID-19 pandemic, the Board of Directors authorized a temporary suspension of the annual cash dividend. In February 2021, the Board of Directors authorized a reinstatement of an annual dividend of $1.00 payable quarterly. In February 2022, the Board of Directors authorized a 100% increase in the annual dividend to $ per share. The next quarterly cash dividend of $ per share is payable on March 31, 2022 to shareholders of record on March 15, 2022. |
Net Income Attributable to Inter Parfums, Inc. Common Shareholders |
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Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Income Attributable to Inter Parfums, Inc. Common Shareholders |
Net income attributable to Inter Parfums, Inc. per common share (“basic EPS”) is computed by dividing net income attributable to Inter Parfums, Inc. by the weighted average number of shares outstanding. Net income attributable to Inter Parfums, Inc. per share assuming dilution (“diluted EPS”), is computed using the weighted average number of shares outstanding, plus the incremental shares outstanding assuming the exercise of dilutive stock options using the treasury stock method.
Not included in the above computations is the effect of anti-dilutive potential common shares, which consist of outstanding options to purchase , , and shares of common stock for 2021, 2020, and 2019, respectively. |
Segments and Geographic Areas |
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Segments and Geographic Areas |
The Company manufactures and distributes one product line, fragrances and fragrance related products. The Company manages its business in two segments, European based operations and United States based operations. The European assets are located, and operations are primarily conducted, in France. Both European and United States operations primarily represent the sale of prestige brand name fragrances.
INTER PARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements December 31, 2021, 2020 and 2019 (In thousands except share and per share data)
Information on the Company’s operations by segments is as follows:
INTER PARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements December 31, 2021, 2020 and 2019 (In thousands except share and per share data)
United States export sales were approximately $126.2 million, $71.5 million and $112.0 million in 2021, 2020 and 2019, respectively. Consolidated net sales to customers by region are as follows:
Consolidated net sales to customers in major countries are as follows:
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Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes |
The Company and its subsidiaries file income tax returns in the U.S. federal, and various states and foreign jurisdictions.
The Company assessed its uncertain tax positions and determined that it has no material uncertain tax position at December 31, 2021.
The components of income before income taxes consist of the following:
The provision for current and deferred income tax expense (benefit) consists of the following:
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows:
Valuation allowances have been provided for deferred tax assets relating to foreign net operating loss carry-forwards and reserves acquired in connection with the acquisition of Interparfums Italia srl, as future profitable operations from certain foreign subsidiaries might not be sufficient to realize the full amount of the deferred tax assets.
INTER PARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements December 31, 2021, 2020 and 2019 (In thousands except share and per share data)
No other valuation allowances have been provided as management believes that it is more likely than not that the asset will be realized in the reduction of future taxable income.
The Company estimated of the effect of global intangible low-taxed income (“GILTI”) and has determined that it has no tax liability related to GILTI as of December 31, 2021, 2020 and 2019. The Company also estimated the effect of foreign derived intangible income (“FDII”) and recorded a tax benefit of approximately $0.9 million, $0.3 million and $0.9 million as of December 31, 2021, 2020 and 2019, respectively.
French Tax Settlement
The French authorities had considered 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. In June 2021, a global settlement agreement was reached with the French Tax Authority whereby Interparfums SA paid in December 2021, €2.5 million (approximately $2.9 million) effectively lowering the Lanvin brand royalty rate charged by IP Suisse for the periods from 2017 through 2020. Interparfums SA also agreed to apply the lower rate in 2021 through 2025 and to transfer the Lanvin brand from IP Suisse to Interparfums, SA by December 31, 2025.
The Company is no longer subject to U.S. federal, state, and local income tax examinations by tax authorities for years before 2017.
Differences between the United States federal statutory income tax rate and the effective income tax rate were as follows:
INTER PARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements December 31, 2021, 2020 and 2019 (In thousands except share and per share data) |
Accumulated Other Comprehensive Loss |
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Equity: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Loss |
The components of accumulated other comprehensive loss consist of the following:
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Net Income Attributable to Inter Parfums, Inc. and Transfers from the Noncontrolling Interest |
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Noncontrolling Interest [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Income Attributable to Inter Parfums, Inc. and Transfers from the Noncontrolling Interest |
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Reconciliation of Cash and Cash Equivalents to the Statement of Cash Flows |
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Reconciliation Of Cash And Cash Equivalents To Statement Of Cash Flows | |||||||||||||||||||||||||||||||||
Reconciliation of Cash and Cash Equivalents to the Statement of Cash Flows |
The following table summarizes cash and cash equivalents as of December 31, 2021:
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The Company and its Significant Accounting Policies (Policies) |
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business of the Company | Business of the Company
Inter Parfums, Inc. and its subsidiaries (the “Company”) are in the fragrance business and manufacture and distribute a wide array of fragrances and fragrance related products.
Substantially all of our prestige fragrance brands are licensed from unaffiliated third parties, and our business is dependent upon the continuation and renewal of such licenses. With respect to the Company’s largest brands, we license the Montblanc, Jimmy Choo, Coach and GUESS brand names. As a percentage of net sales, product sales for the Company’s largest brands were as follows:
No other brand represented 10% or more of consolidated net sales. |
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Basis of Preparation | Basis of Preparation
The consolidated financial statements include the accounts of the Company and its subsidiaries, including 73% owned Interparfums SA, a subsidiary whose stock is publicly traded in France. All material intercompany balances and transactions have been eliminated. |
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Management Estimates | Management Estimates
Management makes assumptions and estimates to prepare financial statements in conformity with accounting principles generally accepted in the United States of America. Those assumptions and estimates directly affect the amounts reported and disclosures included in the consolidated financial statements. Actual results could differ from those assumptions and estimates. Significant estimates for which changes in the near term are considered reasonably possible and that may have a material impact on the financial statements are disclosed in these notes to the consolidated financial statements. |
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Foreign Currency Translation | Foreign Currency Translation
For foreign subsidiaries with operations denominated 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. |
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Cash and Cash Equivalents and Short-Term Investments | Cash and Cash Equivalents and Short-Term Investments
All highly liquid investments purchased with a maturity of three months or less are considered to be cash equivalents. The Company also has short-term investments which consist of certificates of deposit and other contracts with maturities greater than three months and available for sale marketable equity securities. The Company monitors concentrations of credit risk associated with financial institutions with which the Company conducts significant business. The Company believes its credit risk is minimal, as the Company primarily conducts business with large, well-established financial institutions. Substantially all cash and cash equivalents are primarily held at financial institutions outside the United States and are readily convertible into U.S. dollars. |
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Accounts Receivable | Accounts Receivable
Accounts receivable represent payments due to the Company for previously recognized net sales, reduced by allowances for doubtful accounts or balances which are estimated to be uncollectible, which aggregated $2.2 million and $5.5 million as of December 31, 2021 and 2020, respectively. Accounts receivable balances are written-off against the allowance for doubtful accounts when they become uncollectible. Recoveries of accounts receivable previously recorded against the allowance are recorded in the consolidated statement of income when received. We generally grant credit based upon our analysis of the customer’s financial position, as well as previously established buying patterns. |
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Inventories | Inventories
Inventories, including promotional merchandise, only include inventory considered saleable or usable in future periods, and are stated at the lower of cost and net realizable value, with cost being determined on the first-in, first-out method. Cost components include raw materials, direct labor and overhead (e.g., indirect labor, utilities, depreciation, purchasing, receiving, inspection and warehousing) as well as inbound freight. Promotional merchandise is charged to cost of sales at the time the merchandise is shipped to the Company’s customers. |
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Derivatives | Derivatives
All derivative instruments are recorded as either assets or liabilities and measured at fair value. The Company uses derivative instruments to principally manage a variety of market risks. For derivatives designated as hedges of the exposure to changes in fair value of the recognized asset or liability or a firm commitment (referred to as fair value hedges), the gain or loss is recognized in earnings in the period of change together with the offsetting loss or gain on the hedged item attributable to the risk being hedged. The effect of that accounting is to include in earnings the extent to which the hedge is not effective in achieving offsetting changes in fair value. For cash flow hedges, the effective portion of the derivative’s gain or loss is initially reported in equity (as a component of accumulated other comprehensive income) and is subsequently reclassified into earnings in the same period or periods during which the hedged forecasted transaction affects earnings. The ineffective portion of the gain or loss of a cash flow hedge is reported in earnings immediately. The Company also holds certain instruments for economic purposes that are not designated for hedge accounting treatment. For these derivative instruments, changes in their fair value are recorded in earnings immediately. |
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Property, Equipment and Leasehold Improvements | Property, Equipment and Leasehold Improvements
Property, equipment and leasehold improvements are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are provided using the straight-line method over the estimated useful lives for equipment, which range between three and ten years and the shorter of the lease term or estimated useful asset lives for leasehold improvements. Depreciation has not yet begun on property recently purchased, as it has not yet been put into service. Depreciation provided on equipment used to produce inventory, such as tools and molds, is included in cost of sales. |
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Long-Lived Assets | Long-Lived Assets
Indefinite-lived intangible assets principally consist of trademarks which are not amortized. The Company evaluates indefinite-lived intangible assets for impairment at least annually during the fourth quarter, or more frequently when events occur or circumstances change, such as an unexpected decline in sales, that would more-likely-than-not indicate that the carrying value of an indefinite-lived intangible asset may not be recoverable. When testing indefinite-lived intangible assets for impairment, the evaluation requires a comparison of the estimated fair value of the asset to the carrying value of the asset. The fair values used in our evaluations are estimated based upon discounted future cash flow projections using a weighted average cost of capital of 7.47% and 6.99% in 2021 and 2020, respectively. The cash flow projections are based upon a number of assumptions, including future sales levels, future cost of goods and operating expense levels, as well as economic conditions, changes to our business model or changes in consumer acceptance of our products which are more subjective in nature. If the carrying value of an indefinite-lived intangible asset exceeds its fair value, an impairment charge is recorded.
Intangible assets subject to amortization are evaluated for impairment testing whenever events or changes in circumstances indicate that the carrying amount of an amortizable intangible asset may not be recoverable. If impairment indicators exist for an amortizable intangible asset, the undiscounted future cash flows associated with the expected service potential of the asset are compared to the carrying value of the asset. If our projection of undiscounted future cash flows is in excess of the carrying value of the intangible asset, no impairment charge is recorded. If our projection of undiscounted future cash flows is less than the carrying value of the intangible asset, an impairment charge would be recorded to reduce the intangible asset to its fair value. |
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Revenue Recognition | Revenue Recognition
The Company sells its products to department stores, perfumeries, specialty stores and domestic and international wholesalers and distributors. Our revenue contracts represent single performance obligations to sell our products to customers. Sales of such products by our domestic subsidiaries are denominated in U.S. dollars, and sales of such products by our foreign subsidiaries are primarily denominated in either euro or U.S. dollars. The Company recognizes revenues when contract terms are met, the price is fixed and determinable, collectability is reasonably assured, and control of the assets has passed to the customer based on the agreed upon shipping terms. Net sales are comprised of gross revenues less returns, trade discounts and allowances. The Company does not bill its customers’ freight and handling charges. All shipping and handling costs, which aggregated $10.1 million, $5.0 million and $7.7 million in 2021, 2020 and 2019, respectively, are included in selling, general and administrative expenses in the consolidated statements of income. The Company grants credit to all qualified customers and does not believe it is exposed significantly to any undue concentration of credit risk. No one customer represented 10% or more of net sales in 2021, 2020 or 2019. |
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Sales Returns | Sales Returns
Generally, the Company does not permit customers to return their unsold products. However, for U.S. based customers, we allow returns if properly requested, authorized and approved. The Company regularly reviews and revises, as deemed necessary, its estimate of reserves for future sales returns based primarily upon historic trends and relevant current data including information provided by retailers regarding their inventory levels. In addition, as necessary, specific accruals may be established for significant future known or anticipated events. The types of known or anticipated events that we consider include, but are not limited to, the financial condition of our customers, store closings by retailers, changes in the retail environment and our decision to continue to support new and existing products. The Company records its estimate of potential sales returns as a reduction of sales and cost of sales with corresponding entries to accrued expenses, to record the refund liability, and inventory, for the right to recover goods from the customer. The refund liability associated with estimated returns was $5.1 million and $3.6 million at December 31, 2021 and 2020, respectively, and the amounts recognized for the rights to recover products was $1.9 million and $1.4 million at December 31, 2021 and 2020, respectively. The physical condition and marketability of returned products are the major factors we consider in estimating realizable value. Actual returns, as well as estimated realizable values of returned products, may differ significantly, either favorably or unfavorably, from our estimates, if factors such as economic conditions, inventory levels or competitive conditions differ from our expectations. |
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Payments to Customers | Payments to Customers
The Company records revenues generated from purchase with purchase and gift with purchase promotions as sales and the costs of its purchase with purchase and gift with purchase promotions as cost of sales. Certain other incentive arrangements require the payment of a fee to customers based on their attainment of pre-established sales levels. These fees have been recorded as a reduction of net sales. |
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Advertising and Promotion | Advertising and Promotion
Advertising and promotional costs are expensed as incurred and recorded as a component of cost of goods sold (in the case of free goods given to customers) or selling, general and administrative expenses. Advertising and promotional costs included in selling, general and administrative expenses were $171.8 million, $91.7 million and $144.6 million for 2021, 2020 and 2019, respectively. Costs relating to purchase with purchase and gift with purchase promotions that are reflected in cost of sales aggregated $37.6 million, $26.4 million and $38.9 million in 2021, 2020 and 2019, respectively. |
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Package Development Costs | Package Development Costs
Package development costs associated with new products and redesigns of existing product packaging are expensed as incurred. |
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Operating Leases | Operating Leases
The Company leases its offices and warehouses, vehicles, and certain office equipment, substantially all of which are classified as operating leases. The Company currently has no material financing leases. The Company determines if an arrangement is a lease at inception. Operating lease assets and obligations are recognized at the lease commencement date based on the present value of lease payments over the lease term. |
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License Agreements | License Agreements
The Company’s license agreements generally provide the Company with worldwide rights to manufacture, market and sell fragrance and fragrance related products using the licensors’ trademarks. The licenses typically have an initial term of approximately to years, and are potentially renewable subject to the Company’s compliance with the license agreement provisions. The remaining terms, excluding potential renewal periods, range from approximately to years. Under each license, the Company is required to pay royalties in the range of 6% to 10% to the licensor, at least annually, based on net sales to third parties.
In certain cases, the Company may pay an entry fee to acquire, or enter into, a license where the licensor or another licensee was operating a pre-existing fragrance business. In those cases, the entry fee is capitalized as an intangible asset and amortized over its useful life.
Most license agreements require minimum royalty payments, incremental royalties based on net sales levels and minimum spending on advertising and promotional activities. Royalty expenses are accrued in the period in which net sales are recognized while advertising and promotional expenses are accrued at the time these costs are incurred.
In addition, the Company is exposed to certain concentration risk. Most of our prestige fragrance brands are licensed from unaffiliated third parties, and our business is dependent upon the continuation and renewal of such licenses. |
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Income Taxes | Income Taxes
The Company accounts for income taxes using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in its financial statements or tax returns. The net deferred tax assets assume sufficient future earnings for their realization, as well as the continued application of currently enacted tax rates. Included in net deferred tax assets is a valuation allowance for deferred tax assets, where management believes it is more-likely-than-not that the deferred tax assets will not be realized in the relevant jurisdiction. If the Company determines that a deferred tax asset will not be realizable, an adjustment to the deferred tax asset will result in a reduction of net earnings at that time. Accrued interest and penalties are included within the related tax asset or liability in the accompanying financial statements. |
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Issuance of Common Stock by Consolidated Subsidiary | Issuance of Common Stock by Consolidated Subsidiary
The difference between the Company’s share of the proceeds received by the subsidiary and the carrying amount of the portion of the Company’s investment deemed sold, is reflected as an equity adjustment in the consolidated balance sheets. |
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Treasury Stock | Treasury Stock
The Board of Directors may authorize share repurchases of the Company’s common stock (Share Repurchase Authorizations). Share repurchases under Share Repurchase Authorizations may be made through open market transactions, negotiated purchase or otherwise, at times and in such amounts within the parameters authorized by the Board. Shares repurchased under Share Repurchase Authorizations are held in treasury for general corporate purposes, including issuances under various employee stock option plans. Treasury shares are accounted for under the cost method and reported as a reduction of equity. Share Repurchase Authorizations may be suspended, limited or terminated at any time without notice. |
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Recent Accounting Pronouncements | Recent Accounting Pronouncements
In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, as updated in 2019 and 2020, which require a financial asset measured at amortized cost basis to be presented at the net amount expected to be collected. The new rules eliminate the probable initial recognition threshold and, instead, reflect an entity’s current estimate of all expected credit losses. The new rules took effect for the Company in the first quarter of 2020 and there was no material impact on our consolidated financial statements.
There are no other recent accounting pronouncements issued but not yet adopted that would have a material effect on our consolidated financial statements. |
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Reclassifications | Reclassifications
Certain prior year’s amounts in the accompanying consolidated statements of cash flows have been reclassified to conform to current period presentation. |
The Company and its Significant Accounting Policies (Tables) |
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Dec. 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of lanvin brand name for our class | Substantially all of our prestige fragrance brands are licensed from unaffiliated third parties, and our business is dependent upon the continuation and renewal of such licenses. With respect to the Company’s largest brands, we license the Montblanc, Jimmy Choo, Coach and GUESS brand names. As a percentage of net sales, product sales for the Company’s largest brands were as follows:
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Recent Agreements (Tables) |
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Dec. 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||
Business Combination and Asset Acquisition [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
All amounts have been translated to U.S. dollars at the October 1, 2021 exchange rate. | With respect to the management and coordination of activities related to the license agreement, the Company operates through a wholly-owned Italian subsidiary based in Florence, that was acquired from Salvatore Ferragamo on October 1, 2021. The acquisition together with the license agreement was accounted for as an asset acquisition. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed on October 1, 2021. All amounts have been translated to U.S. dollars at the October 1, 2021 exchange rate.
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Inventories (Tables) |
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Dec. 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Inventory Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of inventories |
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Fair Value of Financial Instruments (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of fair value, assets measured on recurring basis | 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.
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Property, Equipment and Leasehold Improvements (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of equipment and leasehold improvements |
Depreciation and amortization expense was $4.4 million, $3.8 million and $3.7 million in 2021, 2020, and 2019, respectively. |
Trademarks, Licenses and Other Intangible Assets (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of trademarks, licenses and other intangible assets |
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Accrued Expenses (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payables and Accruals [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued expenses consist of the following: | Accrued expenses consist of the following:
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Long-Term Debt (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-term debt consists of the following: | Long-term debt consists of the following:
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Commitments (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Maturities of lease liabilities subsequent to December 31, 2021 are as follows: | Maturities of lease liabilities subsequent to December 31, 2021 are as follows:
(In thousands)
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minimum annual royalties and other commitments as follows: | The Company is party to a number of license and other agreements for the use of trademarks and rights in connection with the manufacture and sale of its products expiring at various dates through 2033. In connection with certain of these license agreements, the Company is subject to minimum annual advertising commitments, minimum annual royalties and other commitments as follows:
(In thousands)
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Equity (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The following table sets forth information with respect to nonvested options for 2021: |
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The effect of share-based payment expenses decreased income statement line items as follows: |
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The following table summarizes stock option activity and related information for the years ended December 31, 2021, 2020 and 2019: |
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The assumptions used in the Black-Scholes pricing model are set forth in the following table: |
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Proceeds, tax benefits and intrinsic value related to stock options exercised were as follows |
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The following table summarizes additional stock option information as of December 31, 2021: |
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Net Income Attributable to Inter Parfums, Inc. Common Shareholders (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The reconciliation between the numerators and denominators of the basic and diluted EPS computations is as follows: |
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Segments and Geographic Areas (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Information on the Company’s operations by segments is as follows: | Information on the Company’s operations by segments is as follows:
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Consolidated net sales to customers by region are as follows: | United States export sales were approximately $126.2 million, $71.5 million and $112.0 million in 2021, 2020 and 2019, respectively. Consolidated net sales to customers by region are as follows:
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Consolidated net sales to customers in major countries are as follows: | Consolidated net sales to customers in major countries are as follows:
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Income Taxes (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The components of income before income taxes consist of the following: | The components of income before income taxes consist of the following:
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The provision for current and deferred income tax expense (benefit) consists of the following: | The provision for current and deferred income tax expense (benefit) consists of the following:
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The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows: | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows:
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Differences between the United States federal statutory income tax rate and the effective income tax rate were as follows: | Differences between the United States federal statutory income tax rate and the effective income tax rate were as follows:
|
Accumulated Other Comprehensive Loss (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The components of accumulated other comprehensive loss consist of the following: | The components of accumulated other comprehensive loss consist of the following:
|
Net Income Attributable to Inter Parfums, Inc. and Transfers from the Noncontrolling Interest (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Noncontrolling Interest [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of net income attributable to transfers from the noncontrolling interest |
|
Reconciliation of Cash and Cash Equivalents to the Statement of Cash Flows (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2021 | |||||||||||||||||||||||||||||||
Reconciliation Of Cash And Cash Equivalents To Statement Of Cash Flows | |||||||||||||||||||||||||||||||
The following table summarizes cash and cash equivalents as of December 31, 2021: | The following table summarizes cash and cash equivalents as of December 31, 2021:
|
Schedule of lanvin brand name for our class (Details) |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
|
Montblanc [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 19.00% | 21.00% | 22.00% |
Jimmy Choo [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 18.00% | 16.00% | 16.00% |
Coach [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 16.00% | 17.00% | 14.00% |
G U E S S [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 12.00% | 11.00% | 10.00% |
All amounts have been translated to U.S. dollars at the October 1, 2021 exchange rate. (Details) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2021 |
Dec. 31, 2020 |
|
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Assets acquired | $ 36,718 | |
Liabilities Assumed | (958) | |
Inventory net | 198,914 | $ 158,822 |
Inventory [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Inventory gross | 17,805 | |
Trademarks [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Inventory gross | 15,880 | |
Other Asset [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Inventory gross | $ 3,033 |
Recent Agreements (Details Narrative) |
12 Months Ended | |
---|---|---|
Dec. 31, 2021
USD ($)
|
Dec. 31, 2021
EUR (€)
|
|
Payments for Purchase of Other Assets | $ 142,000,000 | |
[custom:CashHeldInEscrow-0] | $ 8,800,000 | |
Long-term Debt, Term | 10 years | 10 years |
Long-term Line of Credit | $ 136,000 | |
Debt Instrument, Interest Rate Terms | one-month Euribor plus 0.75% | |
Anna Sui Corp [Member] | ||
Discription of recent agreement | Our initial 10-year license agreement with Anna Sui Corp. was signed in 2011. The renewal agreement also allows for an additional 5-year term through 2031 at the option of the Company | |
Rochas Fashion [Member] | ||
Impairment Charge on Reclassified Assets | $ 2,400,000 | |
S T Dupont [Member] | ||
License agreements, description | we renewed our license agreement with S.T. Dupont for the creation, development and distribution of fragrance products through December 31, 2022, 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, 2021. | |
Euro Member Countries, Euro | ||
Acquisition Costs, Period Cost | $ 3,100,000 | |
Investment Tax Credit | 17,000,000.0 | |
Long-term Line of Credit | € | € 120,000 | |
Debt Instrument, Face Amount | € | 80,000 | |
Swiss Federal Tax Administration (FTA) [Member] | Global Settlement Agreement [Member] | ||
Taxes Payable | 2,900,000 | |
Swiss Federal Tax Administration (FTA) [Member] | Euro Member Countries, Euro | ||
Income Taxes Receivable | $ 17,000,000.0 | |
Swiss Federal Tax Administration (FTA) [Member] | Euro Member Countries, Euro | Global Settlement Agreement [Member] | ||
Taxes Payable | € | € 2,500,000 |
Schedule of inventories (Details) - USD ($) $ in Thousands |
Dec. 31, 2021 |
Dec. 31, 2020 |
---|---|---|
Inventory Disclosure [Abstract] | ||
Raw materials and component parts | $ 111,312 | $ 66,492 |
Finished goods | 87,602 | 92,330 |
Inventories | $ 198,914 | $ 158,822 |
Inventories (Details Narrative) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2021 |
Dec. 31, 2020 |
|
Inventory Valuation Reserves | $ 15,800,000 | $ 9,400,000 |
Product [Member] | ||
Cost of Goods Sold, Overhead | $ 3,700,000 | $ 5,400,000 |
Derivative Financial Instruments (Details Narrative) - Dec. 31, 2021 |
USD ($) |
GBP (£) |
---|---|---|
Foreign Exchange Contract [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Foreign currency contracts, liability, fair value disclosure | $ 64,500,000 | £ 3,500,000 |
Schedule of equipment and leasehold improvements (Details) - USD ($) $ in Thousands |
Dec. 31, 2021 |
Dec. 31, 2020 |
---|---|---|
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements | $ 190,249 | $ 53,049 |
Less accumulated depreciation and amortization | 40,897 | 33,469 |
Property, Plant and Equipment, Net, Total | 149,352 | 19,580 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements | 136,131 | |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements | 52,036 | 51,060 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements | $ 2,082 | $ 1,989 |
Property, Equipment and Leasehold Improvements (Details Narrative) - USD ($) |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
|
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization expense | $ 4,400,000 | $ 3,800,000 | $ 3,700,000 |
Accrued expenses consist of the following: (Details) - USD ($) $ in Thousands |
Dec. 31, 2021 |
Dec. 31, 2020 |
---|---|---|
Payables and Accruals [Abstract] | ||
Advertising liabilities | $ 31,215 | $ 12,164 |
Salary (including bonus and related taxes) | 19,993 | 14,605 |
Royalties | 19,154 | 16,966 |
Due vendors (not yet invoiced) | 45,707 | 31,698 |
Retirement reserves | 10,234 | 11,889 |
Refund (return) liability | 5,128 | 3,616 |
Other | 5,246 | 4,691 |
Accrued expenses | $ 136,677 | $ 95,629 |
Long-Term Debt (Details Narrative) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2021 |
Apr. 30, 2021 |
|
Debt Instrument [Line Items] | ||
Long-term Debt, Maturities, 2021 | $ 15,900,000 | |
Long term debt maturity, description | 16.4 million per year thereafter through 2033. | |
Loans Payable One [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Face Amount | $ 15,000,000 | $ 135,900,000 |
Maturities of lease liabilities subsequent to December 31, 2021 are as follows: (Details) $ in Thousands |
Dec. 31, 2021
USD ($)
|
---|---|
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 6,541 |
2023 | 6,776 |
2024 | 5,787 |
2025 | 4,704 |
2026 | 4,087 |
Thereafter | 10,017 |
Gross Total | 37,912 |
Less imputed interest (based on 3.0% weighted-average discount rate) | (2,679) |
Net Total | $ 35,233 |
minimum annual royalties and other commitments as follows: (Details) $ in Thousands |
Dec. 31, 2021
USD ($)
|
---|---|
Commitments and Contingencies Disclosure [Abstract] | |
2021 | $ 191,422 |
2022 | 206,241 |
2023 | 202,774 |
2024 | 199,770 |
2025 | 136,776 |
Thereafter | 702,780 |
Total | $ 1,639,763 |
Commitments (Details Narrative) - USD ($) |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
|
Commitments and Contingencies Disclosure [Abstract] | |||
Weighted average remaining lease term | 6 years 1 month 6 days | ||
Operating lease, weighted average discount rate | 2.50% | ||
Operating lease of related to rental expenses | $ 8,200,000 | $ 6,200,000 | $ 7,500,000 |
Operating lease payments | 7,500,000 | ||
Noncash additions to operating lease assets | 12,200,000 | ||
Royalty expense | $ 69,000,000.0 | $ 41,100,000 | $ 53,000,000.0 |
Royalty expense, percentage of net sales | 7.80% | 7.60% | 7.40% |
The following table sets forth information with respect to nonvested options for 2021: (Details) - $ / shares |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
|
Equity: | |||
Nonvested options - beginning of year | 353,790 | ||
Weighted Average Grant Date Fair Value, beginning of year | $ 12.96 | ||
Nonvested options granted | 9,000 | 9,000 | 194,050 |
Weighted Average Grant Date Fair Value, granted | $ 11.35 | ||
Nonvested options vested or forfeited | (153,280) | ||
Weighted Average Grant Date Fair Value, vested or forfeited | $ 12.19 | ||
Nonvested options - end of year | 209,510 | 353,790 | |
Weighted Average Grant Date Fair Value, end of year | $ 13.45 | $ 12.96 |
The effect of share-based payment expenses decreased income statement line items as follows: (Details) - USD ($) $ / shares in Units, $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
|
Income before income taxes | $ 151,019 | $ 69,349 | $ 105,146 |
Net income attributable to Inter Parfums, Inc. | $ 87,411 | $ 38,219 | $ 60,249 |
Diluted earnings per share attributable to Inter Parfums, Inc | $ 2.75 | $ 1.21 | $ 1.90 |
Operating Income (Loss) [Member] | |||
Income before income taxes | $ 2,850 | $ 3,030 | $ 3,390 |
Net income attributable to Inter Parfums, Inc. | $ 1,880 | $ 2,040 | $ 2,060 |
Diluted earnings per share attributable to Inter Parfums, Inc | $ 0.06 | $ 0.06 | $ 0.07 |
The following table summarizes stock option activity and related information for the years ended December 31, 2021, 2020 and 2019: (Details) - $ / shares |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
|
Equity: | |||
Options shares under option - beginning of year | 713,210 | 815,800 | 776,171 |
Weighted average exercise price shares under option - beginning of year | $ 52.74 | $ 49.89 | $ 41.33 |
Options granted | 9,000 | 9,000 | 194,050 |
Weighted average exercise price options granted | $ 62.18 | $ 69.11 | $ 72.89 |
Options exercised | (156,490) | (95,570) | (130,891) |
Weighted average exercise price options exercised | $ 34.46 | $ 28.99 | $ 34.06 |
Options forfeited | (40,820) | (16,020) | (23,530) |
Weighted average exercise price options forfeited | $ 62.57 | $ 58.38 | $ 45.48 |
Options shares under option - end of year | 524,900 | 713,210 | 815,800 |
Weighted average exercise price shares under option - end of year | $ 57.58 | $ 52.74 | $ 49.89 |
The assumptions used in the Black-Scholes pricing model are set forth in the following table: (Details) |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
|
Equity: | |||
Weighted-average expected stock-price volatility | 25.00% | 25.00% | 25.00% |
Weighted-average expected option life | 5 years | 5 years | 5 years |
Weighted-average risk-free interest rate | 0.40% | 1.40% | 1.70% |
Weighted-average dividend yield | 1.60% | 2.50% | 2.00% |
Proceeds, tax benefits and intrinsic value related to stock options exercised were as follows (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
|
Equity: | |||
Proceeds from stock options exercised | $ 5,393 | $ 2,771 | $ 4,458 |
Tax benefits | 1,300 | 400 | 690 |
Intrinsic value of stock options exercised | $ 7,800 | $ 2,873 | $ 4,520 |
The reconciliation between the numerators and denominators of the basic and diluted EPS computations is as follows: (Details) - USD ($) $ / shares in Units, $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
|
Earnings Per Share [Abstract] | |||
Numerator for diluted earnings per share (in Dollars) | $ 87,411 | $ 38,219 | $ 60,249 |
Weighted average shares | 31,676,796 | 31,536,659 | 31,451,093 |
Weighted Average Number Diluted Shares Outstanding Adjustment | 158,612 | 117,885 | 237,607 |
Denominator for diluted earnings per share | 31,835,408 | 31,654,544 | 31,688,700 |
Basic (in Dollars per share) | $ 2.76 | $ 1.21 | $ 1.92 |
Diluted (in Dollars per share) | $ 2.75 | $ 1.21 | $ 1.90 |
Net Income Attributable to Inter Parfums, Inc. Common Shareholders (Details Narrative) - shares |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
|
Earnings Per Share [Abstract] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 175,000 | 450,000 | 183,000 |
Consolidated net sales to customers in major countries are as follows: (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
|
Segment Reporting Information [Line Items] | |||
Revenue from Contract with Customer, Including Assessed Tax | $ 879,516 | $ 539,009 | $ 713,514 |
United States [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue from Contract with Customer, Including Assessed Tax | 351,300 | 187,300 | 225,300 |
France [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue from Contract with Customer, Including Assessed Tax | 44,000 | 37,600 | 43,500 |
Russia [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue from Contract with Customer, Including Assessed Tax | 43,400 | 14,100 | 36,800 |
United Kingdom [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue from Contract with Customer, Including Assessed Tax | $ 38,500 | $ 24,600 | $ 35,800 |
The components of income before income taxes consist of the following: (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
|
Income Tax Disclosure [Abstract] | |||
U.S. operations | $ 34,742 | $ 9,577 | $ 23,384 |
Foreign operations | 116,277 | 59,772 | 81,762 |
Income before income taxes | $ 151,019 | $ 69,349 | $ 105,146 |
The provision for current and deferred income tax expense (benefit) consists of the following: (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
|
Income Tax Disclosure [Abstract] | |||
Federal | $ 4,825 | $ 1,685 | $ 3,280 |
State and local | 518 | 90 | 713 |
Foreign | 36,164 | 17,024 | 27,412 |
Current income tax expense | 41,507 | 18,799 | 31,405 |
Federal | 4 | (215) | (3) |
State and local | 11 | 44 | (22) |
Foreign | (530) | 753 | (2,304) |
Deferred income tax expense | (515) | 582 | (2,329) |
Total income tax expense | $ 40,992 | $ 19,381 | $ 29,076 |
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows: (Details) - USD ($) $ in Thousands |
Dec. 31, 2021 |
Dec. 31, 2020 |
---|---|---|
Net deferred tax assets: | ||
Foreign net operating loss carry-forwards | $ 1,292 | $ 360 |
Inventory and accounts receivable | 4,508 | 1,928 |
Profit sharing | 3,787 | 2,936 |
Stock option compensation | 732 | 718 |
Effect of inventory profit elimination | 5,112 | 4,443 |
Other | 407 | 910 |
Total gross deferred tax assets, net | 15,838 | 11,295 |
Valuation allowance | (3,582) | (360) |
Net deferred tax assets | 12,256 | 10,935 |
Deferred tax liabilities (long-term): | ||
Building expenses | (1,082) | |
Trademarks and licenses | (2,551) | (2,894) |
Unrealized gain on marketable equity securities | (436) | |
Other | (251) | |
Total deferred tax liabilities | (4,320) | (2,894) |
Net deferred tax assets | $ 7,936 | $ 8,041 |
Differences between the United States federal statutory income tax rate and the effective income tax rate were as follows: (Details) |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
|
Income Tax Disclosure [Abstract] | |||
Statutory rates | 21.00% | 21.00% | 21.00% |
State and local taxes, net of Federal benefit | 0.30% | 0.20% | 0.60% |
Windfall benefit from exercise of stock options | (0.90%) | (0.60%) | (0.70%) |
Benefit of Foreign Derived Intangible Income | (0.60%) | (0.40%) | (0.90%) |
U.S. statutory rates | 7.40% | 7.50% | 7.50% |
Other | (0.10%) | 0.20% | 0.10% |
Effective rates | 27.10% | 27.90% | 27.60% |
Income Taxes (Details Narrative) - USD ($) |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
|
Defined Benefit Plan Disclosure [Line Items] | |||
Deferred Foreign Income Tax Expense (Benefit) | $ (530,000) | $ 753,000 | $ (2,304,000) |
Foreign Derived Intangible Income [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Deferred Foreign Income Tax Expense (Benefit) | $ 900,000 | $ 300,000 | $ 900,000 |
Schedule of net income attributable to transfers from the noncontrolling interest (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
|
Noncontrolling Interest [Abstract] | |||
Net income attributable to Inter Parfums, Inc. | $ 87,411 | $ 38,219 | $ 60,249 |
Decrease in Inter Parfums, Inc.’s additional paid-in capital for subsidiary share transactions | (5,167) | ||
Change from net income attributable to Inter Parfums, Inc. and transfers from noncontrolling interest | $ 87,411 | $ 38,219 | $ 55,082 |
The following table summarizes cash and cash equivalents as of December 31, 2021: (Details) - USD ($) $ in Thousands |
Dec. 31, 2021 |
Dec. 31, 2020 |
---|---|---|
Reconciliation Of Cash And Cash Equivalents To Statement Of Cash Flows | ||
Cash and cash equivalents per balance sheet | $ 159,613 | $ 169,681 |
Cash held in escrow included in other assets (see note 3) | 8,774 | |
Cash and cash equivalents per statement of cash flows | $ 168,387 |
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