Item 9A. Controls and Procedures
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, 2019.
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.
42
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 20 meetings (or executed consents in lieu thereof), including meetings of committees
of the full board of directors during 2020, 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.
During 2020, 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 2020, 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.
43
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 2020, 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 2020, 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.
In January 2018 our board of directors 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.
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 60, 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 62, 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 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.
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Russell Greenberg
Mr. Greenberg, age 64, 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.
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 feelunique.com, Europe’s largest
online beauty retailer. 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.
He continues to remain a Director of feelunique.com
since his appointment in December 2012. 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.
Previously Mr. Bensoussan was as director
of, and had an indirect ownership interest J. Choo Limited until July 2011, and 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.
45
Patrick Choël
Mr. Choël, age 77, 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.
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. 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.
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 55, 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. 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.
46
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 80, 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.
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.
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.
47
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.
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
2020 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 economic and political turmoil
in certain parts of the world and keep our company on track for continued profitability, which management believes will result
in enhanced shareholder value.
During 2020, the members of such committee
consisted of Messrs. Heilbronn and Choël, and Ms. Gabai-Pinsky.
48
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.
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 in 1985. 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 Pond’s 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.
49
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 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, but
less than an increase in base salary of $28,000 in 2018. 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 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, $28,000 in
2019 and 2018, respectively. These increases 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.
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.
50
For each of 2019 and 2018, Mr. Madar’s
base salary, including cash compensation paid to his personal holding company, remained steady and aggregated $630,000. Cash compensation
paid to Mr. Madar’s personal holding company in each year was in exchange for services rendered outside of the United States
by Mr. Madar in his capacity as Chief Executive Officer. For 2018, as the result of Mr. Madar spending more time outside of the
United States, we changed the allocation of cash compensation paid to Mr. Madar personally and to his personal holding company,
but not the aggregate amount. The amount of salary paid to Mr. Madar for his services in the United States in 2018 was reduced
$380,000 to $160,000, while payments to his holding company were increased by the like amount from $250,000 to $470,000. Therefore,
through 2019 total cash compensation for Mr. Madar to be paid to him and his personal holding company remained unchanged at $630,000.
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. The allocation was made as requested
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.
Russell Greenberg, the Executive Vice President
and Chief Financial Officer, has received the same $30,000 increase in base salary for 2020, 2019 and 2018, and for 2020 his base
salary was $720,000. In connection with these 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.
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 and 2018, Mr. Benacin was paid discretionary bonus compensation of $110,000 and $112,000,
respectively. The discretionary bonus compensation for Mr. Benacin has been approximately 17%, of his base salary in 2020 and approximately
14% in both 2019 and 2018. In addition, bonus compensation for Messrs. Santi and Garcia-Pelayo have remained in lockstep, and each
was awarded a discretionary bonus of $296,000, $324,000 and $331,000 in 2020, 2019 and 2018, or approximately 63%, 73% and 73%,
of their base salaries for services performed in 2020, 2019 and 2018, 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. 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 and 2018. 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.
51
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 $38,000.
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 . We link long-term
incentives with corporate performance through the grant of stock options. All options are granted with an exercise price equal
to the fair market value of the underlying shares of our common stock on the date of grant, and terminate on or shortly after severance
of the executive’s relationship with us. Unless the market price of our common stock increases, corporate executives will
have no tangible benefit. Thus, they are provided with the additional incentive to increase individual performance with the ultimate
goal of increasing our overall performance. We believe that enhanced executive incentives which result in increased corporate performance
tend to build company loyalty. As a general rule, the number of options granted is determined by several factors including individual
performance, company operating results and past option grants to such executives.
For executive officers of United States
operations and European operations, we typically grant nonqualified stock options in December each year with a term of 6 years
that vest ratably over a 5-year period on a cumulative basis, so that the option will become fully exercisable at the beginning
of the sixth year from the date of grant. However, due to the global pandemic and its impact on operations, no options were granted
in 2020 to either employees of United States operations or European operations.
Interparfums SA Stock Compensation Plans
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, Mr. Benacin,
Madar, Garcia Pelayo and Santi are estimated to receive 4,000 shares each, with Mr. Greenberg estimated to receive the equivalent
of 1,000 of such shares, all subject to adjustment for stock splits.
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.
52
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. As a result, a $0.3 million reduction of cost, net, was recorded for the three months ended March 31, 2020.
In June 2020, the performance conditions
were modified effecting 96 employees. As of December 31, 2020, the number of shares to be distributed, after forfeited shares,
increased to 132,032. 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 $3.8 million. Messrs. Benacin, Madar, Garcia
Pelayo and Santi are estimated to receive 4,000 shares each,
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 2020, Mr. Benacin received an automobile
allowance of $12,500, which is the same amount paid in since 2010. For 2019 Mr. Garcia-Pelayo, Executive Vice President and Chief
Operating Officer of Interparfums SA, received an automobile allowance of $9,000.
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.
Retirement and Pension Plans
We maintain a 401(k) plan for United States
operations. However, we do not match any contributions to such plan, as we have determined that base compensation together with
annual bonuses and stock option awards, 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 2020. 2019 and 2018, each of Messrs. Benacin, Santi and
Garcia-Pelayo received an increase of $17,500, $16,789 and $20,646, respectively, in their value of deferred compensation earnings.
53
Compensation Committee Report
We have reviewed and discussed with management
the Compensation Discussion and Analysis provisions to be included in this Annual Report on Form 10-K for fiscal year ended December
31, 2020 and the proxy statement for the upcoming annual meeting of shareholders. Based on this review and discussion, we recommend
to the board of directors that the Compensation Discussion and Analysis referred to above be included in this Annual Report on
Form 10-K as well as the proxy statement for the upcoming annual meeting of shareholders.
Francois Heilbronn
Patrick Choël and
Veronique Gabai-Pinsky
The following table sets forth a summary
of all compensation awarded to, earned by or paid to our “named executive officers,” who are our principal executive
officer, our principal financial officer, and each of the three most highly compensated executive officers of our company. This
table covers all such compensation during fiscal years ended December 31, 2020, December 31, 2019 and December 31, 2018. For all
compensation related matters disclosed in the summary compensation table, and elsewhere where applicable, all amounts paid in euro
have been converted to U.S. dollars at the average rate of exchange in each year.
SUMMARY
COMPENSATION TABLE
Name
and Principal Position
Year
Salary
($)
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,
2020
1,230,000
-0-
-0-
-0-
-0-
-0-
-0-
1,230,000
Chairman and
2019
630,000
-0-
138,320
353,092
-0-
-0-
-0-
1,121,412
Chief Executive Officer
2018
630,000
-0-
-0-
364,638
-0-
-0-
-0-
994,638
Russell Greenberg,
2020
720,000
35,000
-0-
-0-
-0-
-0-
-0-
755,000
Chief Financial Officer
and
2019
690,000
50,000
34,580
353,092
-0-
-0-
-0-
1,127,672
Executive Vice President
2018
660,000
50,000
-0-
364,638
-0-
-0-
-0-
1,074,638
Philippe Benacin, President
Inter
2020
788,808
130,673
-0-
-0-
-0-
17,500
12,434
949,415
Parfums, Inc., Chief
Executive
2019
760,583
109,731
138,320
353,092
-0-
16,789
12,093
1,390,608
Officer of Interparfums
SA
2018
774,408
112,205
-0-
364,638
-0-
20,646
12,756
1,284,653
Philippe Santi, Executive
Vice
2020
469,730
295,596
-0-
-0-
-0-
17,500
-0-
782,826
President and Chief
Financial
2019
443,401
323,593
138,320
141,237
34,028
16,789
-0-
1,097,368
Officer, Interparfums
SA
2018
453,542
330,708
-0-
189,082
33,130
20,646
-0-
1,027,108
Frédéric
Garcia-Pelayo,
2020
469,730
295,596
-0-
-0-
-0-
17,500
8,980
791,806
Executive Vice President
and
2019
443,401
323,593
138,320
141,237
34,028
16,789
8,734
1,106,102
Chief Operating Officer
Interparfums SA
2018
453,542
330,708
-0-
189,082
33,130
20,646
9,213
1,036,321
1 Amounts
reflected under Option Awards represent the grant date fair values in 2020, 2019 and 2018 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, 2020 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 $38,000.
54
Calculation
of total annual benefits contribution is made according to the following formula:
67%
of (Interparfums SA net income, less 2.5% of shareholders equity without net income for the year) times a fraction, the numerator
of which is wages, and the denominator of which is net income before tax + wages + taxes (other than income tax) + valuation allowances
+ amortization expenses + interest expenses.
Contribution
to individual employees is then made pro rata based upon their individual salaries for the year.
3 The
following table identifies (i) perquisites and other personal benefits provided to our named executive officers in fiscal 2020,
and quantifies those required by SEC rules to be quantified and (ii) all other compensation that is required by SEC rules to be
separately identified and quantified.
Name and Principal Position
Perquisites and other Personal Benefits
($)
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-
12,434
-0-
12,434
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-
8,980
-0-
8,980
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 $38,000.
55
Outstanding
Equity Awards at Fiscal Year-End
The
following table sets forth certain information relating to outstanding equity awards of our Company held by the executive officers
listed in the Summary Compensation Table as of December 31, 2020.
Option Awards
Name
Number of Securities Underlying Unexercised Options (#) Exercisable (1)
Number of Securities Underlying Unexercised Options (#) Unexercisable
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)
Option Exercise Price ($)
Option Expiration Date
Jean Madar
19,000
-0-
-0-
23.605
12/30/21
15,200
3,800
-0-
32.825
12/30/22
15,000 (2)
10,000 (2)
-0-
43.80
12/29/23
10,000 (2)
15,000 (2)
-0-
65.25
12/30/24
5,000 (2)
20,000 (2)
-0-
73.09
12/30/25
Russell Greenberg
25,000
-0-
-0-
23.605
12/30/21
20,000
5,000
-0-
32.825
12/30/22
15,000
10,000
-0-
43.80
12/29/23
10,000
15,000
-0-
65.25
12/30/24
5,000
20,000
-0-
73.09
12/30/25
Philippe Benacin
19,000
-0-
-0-
23.605
12/30/21
15,200
3,800
-0-
32.825
12/30/22
15,000 (2)
10,000 (2)
-0-
43.80
12/29/23
10,000 (2)
15,000 (2)
-0-
65.25
12/30/24
5,000 (2)
20,000 (2)
-0-
73.09
12/30/25
Philippe Santi
400
-0-
-0-
25.821
1/27/2021
2,400
-0-
-0-
23.605
12/30/21
2,400
1,200
-0-
32.825
12/30/22
2,400
2,400
-0-
43.80
12/29/23
1,600
2,400
-0-
46.903
1/18/24
4,000
6,000
-0-
65.25
12/30/24
2,000
8,000
-0-
73.09
12/30/25
Frédéric Garcia-Pelayo
400
-0-
-0-
25.821
1/27/2021
2,400
-0-
-0-
23.605
12/30/21
2,400
1,200
-0-
32.825
12/30/22
2,400
2,400
-0-
43.80
12/29/23
1,600
2,400
-0-
46.903
1/18/24
4,000
6,000
-0-
65.25
12/30/24
2,000
8,000
-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.
56
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($)
Jean Madar
-0-
-0-
-0-
-0-
N/A
-0-
-0-
-0-
NA
Russell Greenberg
-0-
-0-
-0-
-0-
N/A
-0-
-0-
-0-
NA
Philippe Benacin
-0-
-0-
-0-
-0-
N/A
4,840
255,087
-0-
NA
Philippe Santi
-0-
-0-
-0-
-0-
N/A
4,840
255,087
-0-
NA
Frédéric
Garcia-Pelayo
-0-
-0-
-0-
-0-
N/A
4,840
255,087
-0-
NA
57
Option
Exercises and Stock Vested
The
following table sets forth certain information relating to each option exercise affected during the past fiscal year, and each
vesting of stock, including restricted stock, restricted stock units and similar instruments of our company during the past fiscal
year, for the executive officers of our company listed in the Summary Compensation Table.
OPTION EXERCISES AND STOCK VESTED
Option Awards
Stock Awards
Name
Number of Shares Acquired on Exercise (#)
Value Realized on Exercise ($) 1
Number of Shares Acquired on Vesting (#)
Value Realized On Vesting ($)
Jean Madar
19,000
575,246
0
0
Russell Greenberg
25,000
712,333
0
0
Philippe Benacin
19,000
545,251
0
0
Philippe Santi
1,000
31,308
0
0
Frédéric Garcia-Pelayo
1,000
30,858
0
0
[Footnotes from table above]
1
Total value realized
on exercise of options in dollars is based upon the difference between the fair market value of the common stock on the date
of exercise, and the exercise price of the option.
Regarding
Interparfums SA, our majority-owned French subsidiary which has its shares traded on the Euronext, no options were exercised during
the past fiscal year, and there was no vesting of stock, including restricted stock, restricted stock units and similar instruments
during the past fiscal year, for the executive officers of our company listed in the Summary Compensation Table.
58
Pension
Benefits
The
following table sets forth certain information relating to payment of benefits in connection with retirement plans during the
past fiscal year, for the executive officers of our company listed in the Summary Compensation Table.
PENSION
BENEFITS
Name
Plan Name
Number of Years Credited Service
(#)
Present
Value of
Accumulated Benefit*
($)
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
297,500
17,500
Philippe Santi
Inter Parfums SA Pension Plan
NA
287,500
17,500
Frédéric Garcia-Pelayo
Inter Parfums SA Pension Plan
NA
287,500
17,500
*
Does not include
any contributions made by prior employers, or individually by the recipients as such information is confidential under French
law.
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.
59
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
2020, our last completed fiscal year:
●
Our median employee’s
compensation was $69,078
●
Our Chief Executive
Officer’s total 2020 compensation was $1,806,246
●
Accordingly, our
2020 CEO to Median Employee Pay Ratio was 26.13 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, 2020 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, 2020.
We did not use any material estimates, assumptions, adjustments or statistical sampling to determine the worldwide median employee.
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 2020, Mr. Benacin received an annual
salary of approximately $539,000, and automobile expenses of approximately $12,500 which are subject to increase in 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 2015 through 2020 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, and were granted to his personal
holding company instead of Mr. Benacin directly.
60
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. From 2013 through 2017, Mr. Madar’s personal holding company received
$250,000 each year for services rendered outside of the United States by Mr. Madar in his capacity as Chief Executive Officer.
For 2018, as the result of Mr. Madar spending more time outside of the United States, we changed the allocation of cash compensation
paid to Mr. Madar personally and to his holding company, but not the aggregate amount. The amount of salary paid to Mr. Madar
in 2018 was reduced from $380,000 to $160,000, while payments to his holding company were increased by the like amount from $250,000
to $470,000. Therefore, for 2018 total cash compensation for Mr. Madar paid to him and his personal holding company remained unchanged
at $630,000. This consulting agreement was renewed at $470,000 for 2019. 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 $945,000, effective as of January 1, 2020. In addition, in December 2018 and December 2019, we granted options to purchase
25,000 shares for the benefit of Mr. Madar, which were granted to his personal holding company instead of Mr. Madar directly.
Compensation
of Directors
The
following table sets forth certain information relating to the compensation for each of our directors who is not an executive
officer of our Company named in the Summary Compensation Table for the past fiscal year.
DIRECTOR COMPENSATION
Name
Fees
Earned or Paid in Cash
($)
Stock
Awards
($)
Option
Awards
($)
Non-Equity Incentive Plan Compensation
($)
Change in Pension Value and Nonqualified Deferred Compensation Earnings
All Other Compensation
($) 1
Total
($)
Francois Heilbronn 2
29,000
-0-
18,237
-0-
-0-
33,732
80,969
Robert Bensoussan 3
21,000
-0-
18,237
-0-
-0-
-0-
39,237
Patrick Choël 4
29,000
-0-
18,237
-0-
-0-
5,244
52,481
Michel Dyens 5
21,000
-0-
18,237
-0-
-0-
-0-
39,237
Veronique Gabai-Pinsky 6
29,000
-0-
18,237
-0-
-0-
-0-
47,237
Gilbert Harrison 7
71,000
-0-
18,237
-0-
-0-
-0-
89,237
[Footnotes from table above]
1.
Represents gain
from exercise of stock options.
2.
As of the end of
the last fiscal year, Mr. Heilbronn held options to purchase an aggregate of 4,500 shares of our common stock.
3.
As of the end of
the last fiscal year, Mr. Bensoussan held options to purchase an aggregate of 5,500 shares of our common stock.
4.
As of the end of
the last fiscal year, Mr. Choël held options to purchase an aggregate of 3,750 shares of our common stock.
5.
As of the end of
the last fiscal year, Mr. Dyens held options to purchase an aggregate of 5,500 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 4,500 shares of our common stock.
7.
As of the end of
the last fiscal year, Mr. Harrison held options to purchase an aggregate of 4,500 shares of our common stock.
61
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.
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.
All
of such options were granted at the fair market value and vest ratably over a 4 year period. At our annual meeting in September
2019 our shareholders approved a proposal to amend our 2016 Stock Option Plan to increase the number of shares issuable upon exercise
of options to be granted starting February 1, 2020 from 1,000 shares to 1,500 shares solely to nonemployee directors annually
on each February 1. 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.
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. Each of Messrs. Madar and Benacin own 99.99% of their respective personal holding companies.
As of February 26, 2021 we had 31,635,098 shares of common stock outstanding.
Name and Address of Beneficial Owner
Amount of Beneficial Ownership 1
Approximate Percent of Class
Jean Madar
c/o Interparfums SA
4, Rond Point des Champs Elysees
75008 Paris, France
7,113,053 2
22.4
%
Philippe Benacin
c/o Interparfums SA
4, Rond Point des Champs Elysees
75008 Paris, France
6,906,664 3
22.0
%
Russell Greenberg
c/o Inter Parfums, Inc.
551 Fifth Avenue
New York, NY 10176
75,200 4
Less than 1
%
Philippe Santi
Interparfums SA
4, Rond Point des Champs Elysees
75008, Paris France
10,800 5
Less than 1
%
Francois Heilbronn
60 Avenue de Breteuil
75007 Paris, France
36,688 6
Less than 1
%
Robert Bensoussan
c/o Sirius Equity LLP
52 Brook Street
W1K 5DS London
9,125 7
Less than 1
%
62
Patrick Choël
140 Rue de Grenelle
75007, Paris, France
5,125 8
Less than 1
%
Michel Dyens
Michel Dyens & Co.
17 Avenue Montaigne
75008 Paris, France
5,625 9
Less than 1
%
Veronique Gabai-Pinsky
Vera Wang
15 E. 26 th Street
New York NY 10010
2,375 10
Less than 1
%
Gilbert Harrison
Harrison Group
745 Fifth Avenue, Suite 514
New York, NY 10151
1,875 11
Less than 1
%
Frederic Garcia-Pelayo
Interparfums SA
4, Rond Point des Champs Elysees
75008, Paris France
10,800 12
Less than 1
%
Blackrock, Inc.
55 East 52 nd Street
New York, NY 10055
2,682,141 13
8.4
%
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
1,919,970 14
6.1
%
Ameriprise Financial, Inc. 145
Ameriprise Financial Center
Minneapolis, MN 55474
1,891,241 15
6.0
%
All Directors and Officers
(As a Group 10 Persons)
14,151,650 16
44.7
%
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. Jean Madar, the Chairman of the Board and Chief Executive
Officer of the Company and Philippe Benacin, the Vice Chairman of the Board and President of the Company, have a verbal agreement
or understanding to vote the shares each beneficially owns in a like manner.
2
Consists of 20,112
shares held directly, 7,032,341 shares held indirectly through Jean Madar Holding SAS, a personal holding company, and options
to purchase 60,600 shares.
3
Consists of 6,846,064
shares held indirectly through Philippe Benacin Holding SAS, a personal holding company, and options to purchase 60,600 shares.
4
Consists of shares
7,500 shares held directly and options to purchase 75,000 shares.
5
Consists of options
to purchase shares.
6
Consists of 34,063
shares held directly and options to purchase 2,625 shares.
7
Consists of 6,500
shares held directly and options to purchase 2,625 shares.
8
Consists of 3,250
shares held directly and options to purchase 1,875 shares.
9
Consists of 3,000
shares held directly and options to purchase 2,625 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 5 of Blackrock, Inc. dated January29, 2021 as filed with the Securities and Exchange Commission.
14
Information based
upon Schedule 13G Amendment 4 of The Vanguard Group, an investment advisor, dated February 10, 2021 as filed with the Securities
and Exchange Commission.
Information based
upon Schedule 13G of Ameriprise Financial, Inc. (“AFI”) dated February 12, 2021 as filed with the Securities and
Exchange Commission. AFI disclaims beneficial ownership of any shares reported on this Schedule 13G.
15
Consists of 13,952,830
shares held directly or indirectly, and options to purchase 235,400 shares.
63
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
713,210
$ 52.74
580,715
Equity compensation plans not approved by security holders
-0-
N/A
-0-
Total
713,210
$ 52.74
580,715
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 Paul Smith license agreement.
We also provide (or had provided on our behalf) certain financial, accounting and legal services for Interparfums SA, and during
2020, 2019 and 2018 fees for such services were $450,750, $483,675 and $214,513, respectively. In 2017, 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.
During
2018, Interparfums SA, an indirect majority-owned subsidiary of the Company, loaned the Company $10 million. This loan was repayable
in ten (10) equal monthly payments of $1,000,000 of principal plus accrued interest at 2% per annum, with the first payment due
on May 31, 2019. The last payment was 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.
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 2020, 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, and were granted to his personal
holding company instead of Mr. Benacin directly.
64
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. From 2013 through 2017, Mr. Madar’s personal holding company received
$250,000 each year for services rendered outside of the United States by Mr. Madar in his capacity as Chief Executive Officer.
For 2018, as the result of Mr. Madar spending more time outside of the United States, we changed the allocation of cash compensation
paid to Mr. Madar personally and to his holding company, but not the aggregate amount. The amount of salary paid to Mr. Madar
in 2018 was reduced from $380,000 to $160,000, while payments to his holding company were increased by the like amount from $250,000
to $470,000. Therefore, for 2018 total cash compensation for Mr. Madar paid to him and his personal holding company remained unchanged
at $630,000. This consulting agreement was renewed at $470,000 for 2019, again with no change in aggregate compensation. 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. 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.
Investment
in Private Company
As
previously disclosed, during 2019 each of our company and Interparfums SA made a $100,000 investment in a privately held start-up
fragrance company controlled by director, Veronique Gabai-Pinsky.
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.
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.
65
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.
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, 2020 and December 31, 2019.
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 $1.1 and $1.2 million for 2020 and 2019, respectively.
Audit-Related
Fees
Mazars
USA LLP did not bill us for any audit-related services during 2020 and 2019.
Tax
Fees
Mazars
USA LLP billed us $34,500 and $41,500 for tax services during 2020 and 2019, respectively.
66
All
Other Fees
Mazars
S.A. billed us $3,500 and $9,000 for other services during 2020 and 2019, 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 2020, 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, 2020.
●
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, 2020. 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, 2020. 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.
●
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.
67
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, 2020 and 2019
F-5
Consolidated Statements of Income for each of the years in the three-year period ended December 31, 2020
F-6
Consolidated Statements of Comprehensive Income (Loss) for each of the years in the three-year period ended December 31, 2020
F-7
Consolidated Statements of Changes in Shareholders’ Equity for each of the years in the three-year period ended December 31, 2020
F-8
Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 2020
F-9
Notes to Consolidated Financial Statements
F-10
(a)(2) Financial
Statement Schedule:
Schedule II – Valuation and Qualifying Accounts
F-32
(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.
68
INTER
PARFUMS, INC. AND SUBSIDIARIES
Consolidated
Financial Statements and Schedule
Index
Page
Report of Independent Registered Public Accounting Firm
F-2
Audited Financial Statements:
Consolidated Balance Sheets as of December 31, 2020 and 2019
F-5
Consolidated Statements of Income for each of the years in the three-year period ended December 31, 2020
F-6
Consolidated Statements of Comprehensive Income for each of the years in the three-year period ended December 31, 2020
F-7
Consolidated Statements of Changes in Shareholders’ Equity for each of the years in the three-year period ended December 31, 2020
F-8
Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 2020
F-9
Notes to Consolidated Financial Statements
F-10
Financial Statement Schedule:
Schedule II – Valuation and Qualifying Accounts
F-32
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, 2020 and 2019, 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, 2020, 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, 2020, 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,
2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended December
31, 2020, 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, 2020, 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 especially challenging, subjective, or complex judgments. The communication of critical audit matters 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, 2020. 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 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 either 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. 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 corroborate 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 and evaluating
whether the assumptions used were reasonable considering current information as well as future expectations as well as 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 with
third party market data.
/s/ Mazars USA LLP
We have served as the Company's auditor
since 2004.
New York, New York
March 1, 2021
F- 4
INTER PARFUMS,
INC. AND SUBSIDIARIES
Consolidated Balance
Sheets
December 31,
2020 and 2019
(In thousands except
share and per share data)
Assets
2020
2019
Current assets:
Cash and cash equivalents
$ 169,681
$ 133,417
Short-term investments
126,627
119,714
Accounts receivable, net
124,057
133,010
Inventories
158,822
167,809
Receivables, other
1,815
2,054
Other current assets
16,912
17,123
Income
taxes receivable
2,806
169
Total current assets
600,720
573,296
Equipment and leasehold improvements,
net
19,580
11,107
Right-of-use assets, net
24,734
28,359
Trademarks, licenses and other
intangible assets, net
214,108
201,983
Deferred tax assets
8,041
8,004
Other assets
22,962
6,083
Total assets
$ 890,145
$ 828,832
Liabilities
and Equity
Current liabilities:
Current portion of long-term debt
$ 14,570
$ 12,326
Current portion of lease liabilities
5,133
5,356
Accounts payable - trade
35,576
54,098
Accrued expenses
95,629
96,421
Income taxes payable
5,297
5,865
Dividends
payable
--
10,399
Total current
liabilities
156,205
184,465
Long–term
debt, less current portion
10,136
10,734
Lease liabilities,
less current portion
21,354
24,635
Equity:
Inter Parfums, Inc. shareholders’
equity:
Preferred stock, $ 0.001 par value. Authorized 1,000,000 shares; none issued
--
--
Common stock, $ 0.001 par value. Authorized 100,000,000 shares; outstanding, 31,608,588 and 31,513,018 shares at December 31, 2020 and 2019, respectively
32
31
Additional paid-in capital
75,708
70,664
Retained earnings
503,567
474,637
Accumulated other comprehensive
loss
( 5,997 )
( 39,853 )
Treasury stock, at cost, 9,864,805 common shares at December 31, 2020 and 2019
( 37,475 )
( 37,475 )
Total Inter Parfums, Inc. shareholders’
equity
535,835
468,004
Noncontrolling
interest
166,615
140,994
Total equity
702,450
608,998
Total liabilities
and equity
$ 890,145
$ 828,832
See accompanying notes to consolidated financial statements.
F- 5
INTER PARFUMS,
INC. AND SUBSIDIARIES
Consolidated Statements
of Income
Years ended December 31,
2020, 2019, and 2018
(In thousands except
share and per share data)
2020
2019
2018
Net sales
$ 539,009
$ 713,514
$ 675,574
Cost of
sales
208,278
267,578
248,012
Gross margin
330,731
445,936
427,562
Selling,
general, and administrative expenses
260,648
341,209
332,831
Income from operations
70,083
104,727
94,731
Other expenses (income):
Interest expense
1,970
2,146
2,578
Loss on foreign currency
2,178
1,128
251
Interest income
( 2,865 )
( 3,693 )
( 3,957 )
Other income
( 549 )
--
--
734
( 419 )
( 1,128 )
Income before income taxes
69,349
105,146
95,859
Income
taxes
19,381
29,076
26,144
Net income
49,968
76,070
69,715
Less: Net
income attributable to the noncontrolling interest
11,749
15,821
15,922
Net income
attributable to Inter Parfums, Inc.
$ 38,219
$ 60,249
$ 53,793
Net income attributable to Inter
Parfums, Inc. common shareholders:
Basic
$ 1.21
$ 1.92
$ 1.72
Diluted
$ 1.21
$ 1.90
$ 1.71
Weighted average number of shares
outstanding:
Basic
31,536,659
31,451,093
31,307,991
Diluted
31,654,544
31,688,700
31,522,371
Dividends declared per share
$ 0.33
$ 1.16
$ 0.91
See accompanying notes to consolidated financial statements.
F- 6
INTER PARFUMS,
INC. AND SUBSIDIARIES
Consolidated Statements
of Comprehensive Income
Years ended December 31,
2020, 2019, and 2018
(In thousands except
share and per share data)
2020
2019
2018
Net
income
$ 49,968
$ 76,070
$ 69,715
Other comprehensive
income:
Net derivative instrument income (loss),
net of tax
( 19 )
22
175
Transfer of OCI into earnings
( 52 )
( 136 )
( 37 )
Translation adjustments,
net of tax
47,912
( 8,712 )
( 22,555 )
47,841
( 8,826 )
( 22,417 )
Comprehensive
income
97,809
67,244
47,298
Comprehensive income
attributable to noncontrolling interests:
Net income
11,749
15,821
15,922
Net derivative instrument income (loss),
net of tax
( 19 )
( 30 )
39
Translation adjustments,
net of tax
14,004
( 2,593 )
( 6,638 )
25,734
13,198
9,323
Comprehensive
income attributable to Inter Parfums Inc.
$ 72,075
$ 54,046
$ 37,975
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,
2020, 2019, and 2018
(In thousands except
share and per share data)
2020
2019
2018
Common
stock, beginning of year
$ 31
$ 31
$ 31
Shares
issued upon exercise of stock options
1
--
--
Common
stock, end of year
32
31
31
Additional
paid-in capital, beginning of year
70,664
69,970
66,004
Shares issued upon exercise of
stock options
2,771
4,458
3,406
Share-based compensation
1,711
1,403
1,132
Purchase of subsidiary shares from
noncontrolling interests
--
( 5,167 )
( 572 )
Transfer
of subsidiary shares purchased
562
--
--
Additional
paid-in capital, end of year
75,708
70,664
69,970
Retained earnings,
beginning of year
474,637
448,731
422,570
Net income
38,219
60,249
53,793
Dividends
( 10,406 )
( 36,349 )
( 28,356 )
Share-based
compensation
1,117
2,006
724
Retained
earnings, end of year
503,567
474,637
448,731
Accumulated other
comprehensive loss, beginning of year
( 39,853 )
( 33,650 )
( 17,832 )
Foreign currency translation adjustment,
net of tax
33,908
( 6,119 )
( 15,917 )
Transfer from other comprehensive
income into earnings
( 52 )
( 136 )
( 37 )
Net derivative
instrument gain, net of tax
--
52
136
Accumulated
other comprehensive loss, end of year
( 5,997 )
( 39,853 )
( 33,650 )
Treasury
stock, beginning and end of year
( 37,475 )
( 37,475 )
( 37,475 )
Noncontrolling
interest, beginning of year
140,994
138,139
137,339
Net income
11,749
15,821
15,922
Foreign currency translation adjustment,
net of tax
14,004
( 2,593 )
( 6,638 )
Net derivative instrument gain
(loss), net of tax
( 19 )
( 30 )
39
Purchase of subsidiary shares from
noncontrolling interests
--
( 920 )
( 236 )
Dividends
( 324 )
( 9,654 )
( 8,706 )
Stock-based compensation
350
231
419
Transfer
of subsidiary shares purchased
( 139 )
--
--
Noncontrolling
interest, end of year
166,615
140,994
138,139
Total
equity
$ 702,450
$ 608,998
$ 585,746
See accompanying notes to consolidated financial statements.
F- 8
INTER PARFUMS,
INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years
ended December 31, 2020, 2019, and 2018
(In
thousands)
2020
2019
2018
Cash flows from operating activities:
Net income
$ 49,968
$ 76,070
$ 69,715
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization including impairment loss
9,067
8,729
11,031
Provision for doubtful accounts
4,824
1,380
1,442
Noncash stock compensation
3,029
3,394
2,205
Share of income of equity investment
( 549 )
--
--
Lease expense
62
1,068
--
Deferred tax expense (benefit)
581
( 2,330 )
( 158 )
Change in fair value of derivatives
( 137 )
( 169 )
( 302 )
Changes in:
Accounts receivable
13,157
1,124
( 21,532 )
Inventories
19,333
( 5,925 )
( 29,341 )
Other assets
1,176
( 4,945 )
( 1,016 )
Accounts payable and accrued expenses
( 32,239 )
( 4,960 )
25,592
Income taxes, net
( 3,279 )
3,016
5,405
Net cash provided by operating
activities
64,993
76,452
63,041
Cash flows from investing activities:
Purchases of short-term investments
( 7,582 )
( 97,958 )
( 10,030 )
Proceeds from sale of short-term investments
11,513
44,814
8,859
Purchase of equipment and leasehold improvements
( 11,011 )
( 5,427 )
( 3,956 )
Payment for intangible assets acquired
( 1,251 )
( 6,067 )
( 8,509 )
Purchase of equity investment
( 13,998 )
--
--
Net cash used in investing activities
( 22,329 )
( 64,638 )
( 13,636 )
Cash flows from financing activities:
Repayment of long-term debt
( 13,725 )
( 22,321 )
( 23,487 )
Proceeds issuance of long-term debt
13,438
--
--
Proceeds from exercise of options
2,771
4,458
3,406
Dividends paid
( 20,805 )
( 34,579 )
( 26,287 )
Dividends paid to noncontrolling interests
( 324 )
( 9,654 )
( 8,706 )
Purchase of subsidiary shares
from noncontrolling interests
--
( 6,087 )
( 808 )
Net cash used in financing activities
( 18,645 )
( 68,183 )
( 55,882 )
Effect of exchange rate changes
on cash
12,245
( 3,350 )
( 8,730 )
Net increase (decrease) in cash
and cash equivalents
36,264
( 59,719 )
( 15,207 )
Cash and cash equivalents –
beginning of year
133,417
193,136
208,343
Cash and cash equivalents –
end of year
$ 169,681
$ 133,417
$ 193,136
Supplemental disclosures of cash flow information:
Cash paid for:
Interest
$ 1,105
$ 1,764
$ 1,754
Income taxes
21,772
26,332
24,995
See accompanying notes
to consolidated financial statements.
F- 9
INTER PARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2020, 2019 and 2018
(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 own the Lanvin brand name for our class of trade, and
license the Montblanc, Coach, Jimmy Choo 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,
2020
2019
2018
Montblanc
21 %
22 %
19 %
Coach
17 %
14 %
15 %
Jimmy Choo
16 %
16 %
17 %
GUESS (license commenced April 1, 2018)
11 %
10 %
n/a
Lanvin
7 %
8 %
10 %
No other brand represented 10%
or more of consolidated net sales.
Basis of Preparation
The consolidated financial statements include
the accounts of the Company, 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. From time to time, the Company has short-term
investments which consist of certificates of deposit and other contracts with maturities greater than three months. 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, 2020, 2019 and 2018
(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 $ 5.5 million and $ 2.5 million as of December 31, 2020 and
2019, 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.
Equipment and Leasehold Improvements
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 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 6.99 % and 7.94 % in 2020 and 2019,
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.
F- 11
INTER PARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2020, 2019 and 2018
(In thousands except share and per share
data)
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 $ 5.0 million, $ 7.7 million and $ 7.1 million in 2020, 2019 and 2018, 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 2020, 2019 or 2018.
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 $ 3.6 million and $ 4.1 million at December 31, 2020 and
2019, respectively, and the amounts recognized for the rights to recover products was $ 1.4 million and $ 1.6 million at December
31, 2020 and 2019, 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.
F- 12
INTER PARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2020, 2019 and 2018
(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 $ 91.7 million, $ 144.6 million and $ 139.7 million for 2020, 2019 and 2018, respectively. Costs relating to purchase
with purchase and gift with purchase promotions that are reflected in cost of sales aggregated $ 26.4 million, $ 38.9 million and
$ 36.4 million in 2020, 2019 and 2018, 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
5 to 1 5 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
1 to 13 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.
F- 13
INTER PARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2020, 2019 and 2018
(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 balance
sheet and 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, 2020, 2019 and 2018
(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. The COVID-19 pandemic has disrupted our business operations and caused a significant
unfavorable impact on our results of operations.
In response to the COVID-19
pandemic various national, state, and local governments where we, our suppliers, and our customers operate initially issued decrees
prohibiting certain businesses from continuing to operate and certain classes of workers from reporting to work. More recently,
those governments have set guidelines in allowing businesses to reopen and employees to return to offices. Beginning in March
2020, we implemented travel restrictions and we have been following social distancing practices. Our teams were set up to work
from home and carry on business as efficiently as possible. In all jurisdictions in which we operate we have been following guidance
from authorities and health officials in allowing our teams to gradually return to our offices, including, requiring personnel
to wear masks and other protective clothing as appropriate, and implementing additional cleaning and sanitization routines at
our offices and distribution centers as the health and safety of our employees are paramount.
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. The duration and intensity of this global health emergency and its related
disruptions are uncertain. Beginning in June 2020, retail stores in many jurisdictions around the world began reopening and business
has improved considerably. However, international travel has remained largely curtailed globally due to both government restrictions
and consumer health concerns that continue to adversely impact consumer traffic in most travel retail locations. We anticipate
that limited traffic in reopened stores and the virtual shutdown of international air traffic will continue to have an unfavorable
impact our business.
We faced significant challenges
in 2020 and we anticipate that these challenges will continue in 2021 due to uncertain market conditions. Business significantly
improved during the second half of 2020, as retail stores began reopening and consumers have increased their on-line purchasing.
We expect this trend to continue, however, we do not see a resurgence anytime soon in travel retail as air traffic continues to
suffer due in part to governmental restrictions on international air travel. In addition, the recent resurgence and introduction
of variants of COVID-19 cases in various parts of the world, including the United States, the United Kingdom and other countries
in Europe, South America and Africa, has caused temporary re-implementation of government restrictions to prevent further
spread of the virus. These include the temporary closure of businesses deemed non-essential, travel bans and restrictions, social
distancing and quarantines. Lastly, the COVID-19 pandemic has led to high levels of unemployment and deteriorating economic conditions
in many countries where our products are sold, forcing many consumers to limit discretionary purchases. We believe that the impact
of the COVID-19 pandemic will continue to have a material adverse effect on our results of our operations, financial position
and cash flows through at least the end of 2021.
(3) Recent Agreements
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.
F- 15
INTER PARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2020, 2019 and 2018
(In thousands except share and per share
data)
Building
Acquisition – Future Headquarters in Paris
In
December 2020, the Company signed a purchase contract, subject to certain conditions, to acquire an office building complex for
its exclusive use as its future headquarters, located in the heart of Paris. In order to maintain the Company ’ s
current cash position, approximately 90% of the €125 million ($153 million) purchase price, excluding taxes and related expenses,
will be financed by a bank loan. The transaction is expected to be completed in the spring of 2021 with the move planned for the
end of 2021 or the beginning of 2022. In December 2020, the Company paid a €6.25 million ($7.7 million) deposit upon signing
the purchase contract. Such amount is included in equipment and leasehold improvements on the accompanying balance sheet as of
December 31, 2020.
Origines-parfums
In
June 2020, the Company, through its 73% owned French subsidiary, Interparfums SA, and Divabox SAS ( “ Divabox ” ),
owner of the Origines-parfums e-commerce platform for beauty products, signed a strategic agreement and equity investment pursuant
to which we acquired 25% of Divabox capital for $14.0 million, through a capital increase. The difference between the purchase
price and the fair value of net assets acquired of approximately $8.7 million has been allocated to goodwill. The investment is
being accounted for under the equity method and is included in other assets on the accompanying balance sheet as of December 31,
2020. In connection with the acquisition, the Company entered into a $13.4 million term loan, which has been amended such that
the loan was repaid in full in February 2021. Our share of the income of Divabox was $0.5 million for the year-ended December
31, 2020. Such amount is included in other income on the accompanying consolidated statement of income.
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.
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, 2020.
(4) Inventories
December 31,
2020
2019
Raw materials and component parts
$ 66,492
$ 71,895
Finished goods
92,330
95,914
$ 158,822
$ 167,809
F- 16
INTER PARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2020, 2019 and 2018
(In thousands except share and per share
data)
Overhead included in inventory
aggregated $ 5.4 million and $ 4.3 million as of December 31, 2020 and 2019, 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 $ 9.4 million and $ 4.9 million as of December 31, 2020 and
2019, respectively.
(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, 2020
Quoted Prices in
Significant Other
Significant
Active Markets for
Observable
Unobservable
Identical Assets
Inputs
Inputs
Total
(Level 1)
(Level 2)
(Level 3)
Assets:
Short-term investments
$ 126,627
$ —
$ 126,627
$ —
Foreign currency forward exchange contracts not accounted for using hedge accounting
253
—
253
—
$ 126,880
$ —
$ 126,880
$ —
Fair
Value Measurements at December 31, 2019
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
$ 119,714
$ —
$ 119,714
$ —
Foreign
currency forward exchange contracts accounted for using hedge accounting
16
16
Foreign
currency forward exchange contracts not accounted for using hedge accounting
112
112
$ 119,842
$ —
$ 119,842
$ —
Liabilities:
Interest
rate swap
$ 30
$ —
$ 30
$ —
The
carrying amount of cash and cash equivalents including money market funds, short-term investments, accounts receivable, other
receivables, accounts payable and accrued expenses approximates fair value due to the short terms to maturity of these instruments.
The carrying amount of loans payable approximates fair value as the variable interest rates on the Company ’ s
indebtedness approximate current market rates.
F- 17
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes to
Consolidated Financial Statements
December
31, 2020, 2019 and 2018
(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.
In
connection with a 2015 brand acquisition, $ 108 million of the purchase price was paid in cash on the closing date and was financed
entirely through a 5 -year term loan. As the payment at closing was due in dollars and we had planned to finance it with debt in
euro, the Company entered into foreign currency forward contracts to secure the exchange rate for the $ 108 million purchase price
at $ 1.067 per 1 euro. This derivative was designated and qualified as a cash flow hedge.
Gains
and losses in derivatives designated as hedges are accumulated in other comprehensive income (loss) and gains and losses in derivatives
not designated as hedges are included in (gain) loss on foreign currency on the accompanying income statements. Such gains and
losses were immaterial in each of the years in the three-year period ended December 31, 2020. For the years ended December 31,
2020 and 2019, interest expense includes an immaterial gain and $ 0.2 million, respectively, relating to 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 swaps resulted in a liability which is included in long-term debt on the accompanying balance sheets. The valuation
of foreign currency forward exchange contracts at December 31, 2020 and December 31, 2019, resulted in an asset and is included
in other current assets on the accompanying balance sheets.
At
December 31, 2020, the Company had foreign currency contracts in the form of forward exchange contracts with notional amounts
of approximately U.S. $ 22.4 million and GB £ 1.9 million, which all have maturities of less than one year.
F- 18
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes to
Consolidated Financial Statements
December
31, 2020, 2019 and 2018
(In thousands
except share and per share data)
(7) Equipment
and Leasehold Improvements
December 31,
2020
2019
Equipment
$ 51,060
$ 37,743
Leasehold improvements
1,989
1,760
53,049
39,503
Less accumulated depreciation and amortization
33,469
28,396
$ 19,580
$ 11,107
Depreciation
and amortization expense was $ 3.8 million, $ 3.7 million and $ 4.1 million in 2020, 2019, and 2018, respectively.
(8) Trademarks,
Licenses and Other Intangible Assets
2020
Gross
Accumulated
Net Book
Amount
Amortization
Value
Trademarks (indefinite lives)
$ 131,962
$ —
$ 131,962
Trademarks (finite lives)
47,477
74
47,403
Licenses (finite lives)
93,248
62,262
30,986
Other intangible assets (finite lives)
18,194
14,437
3,757
Subtotal
158,919
76,773
82,146
Total
$ 290,881
$ 76,773
$ 214,108
2019
Gross
Accumulated
Net Book
Amount
Amortization
Value
Trademarks (indefinite lives)
$ 121,001
$ —
$ 121,001
Trademarks (finite lives)
43,464
67
43,397
Licenses (finite lives)
88,008
53,714
34,294
Other intangible assets (finite lives)
15,436
12,145
3,291
Subtotal
146,908
65,926
80,982
Total
$ 267,909
$ 65,926
$ 201,983
Amortization
expense was $ 5.3 million, $ 5.0 million and $ 7.0 million in 2020, 2019 and 2018, respectively. Amortization expense is expected
to approximate $ 5.4 million in 2021, $ 3.8 million in 2022 and 2023, and $ 3.7 million in 2024 and 2025. The weighted average amortization
period for trademarks, licenses and other intangible assets with finite lives are 18 years, 15 years and 2 years, respectively,
and 14 years on average.
F- 19
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes to
Consolidated Financial Statements
December
31, 2020, 2019 and 2018
(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 were no impairment charges for trademarks with indefinite useful lives
in 2020, 2019 and 2018. The fair values used in our evaluations are estimated based upon discounted future cash flow
projections using a weighted average cost of capital of 6.99 %, 7.94 %, and 6.21 % as of December 31, 2020, 2019 and 2018,
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 three to twenty
years . 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 in 2025 for the greater of € 70 million (approximately $ 86 million)
or one times the average of the annual sales for the years ending December 31, 2023 and 2024 (residual value). Because the residual
value of the intangible asset exceeds its carrying value, the asset is not being amortized.
(9) Accrued
Expenses
Accrued
expenses consist of the following:
December 31,
2020
2019
Advertising liabilities
$ 12,164
$ 25,713
Salary (including bonus and related taxes)
14,605
16,173
Royalties
16,966
16,646
Due vendors (not yet invoiced)
31,698
19,196
Retirement reserves
11,889
9,907
Refund (return) liability
3,616
4,131
Other
4,691
4,655
$ 95,629
$ 96,421
(10) 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 one-month LIBOR plus 2 % (the one-month LIBOR was 0.14 % as of December 31, 2020). The line of credit which
has a maturity date of December 18, 2021 is expected to be renewed on an annual basis. Borrowings outstanding pursuant to
lines of credit were zero as of December 31, 2020 and 2019.
The
Company ’ s foreign subsidiaries
have available credit lines, including several bank overdraft facilities totaling approximately $ 31 million. These credit lines
bear interest at EURIBOR plus between 0.5 % and 0.8 % (EURIBOR was minus 0.546 % at December 31, 2020). Borrowings outstanding
pursuant to these bank overdraft facilities were zero as of December 31, 2020 and 2019.
F- 20
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes to
Consolidated Financial Statements
December
31, 2020, 2019 and 2018
(In thousands
except share and per share data)
As
there were no borrowings outstanding as of December 31, 2020 and 2019, there is no weighted average interest rate on short-term
borrowings as of December 31, 2020 and 2019.
(11) Long-term
Debt
Long-term debt consists
of the following:
December 31,
2020
2019
$ 15.0 million payable in 14 equal annual installments of $ 1.1 million beginning in January 2020 including interest imputed at 4.1 % per annum
$ 11,208
$ 11,806
$ 13.4 million term loan amended such that the loan was repaid in February 2021 plus interest at 0.85 % per annum
13,498
—
$ 111.0 million 5-year term loan payable in 20 equal quarterly installments plus interest at 1.2 % per annum
—
11,254
24,706
23,060
Less current maturities
14,570
12,326
Total
$ 10,136
$ 10,734
In
June 2020, in connection with the acquisition of 25 % of Divabox ’ s
capital, the Company entered into a $ 13.4 million term loan, which has been amended such that the loan was repaid in full in February
2021, bearing interest at 0.85 %. This loan requires the maintenance of certain financial covenants, tested annually, including
a maximum coverage ratio. The Company is in compliance with all the covenants of the loan agreement. Maturities of long-term debt
subsequent to December 31, 2020 are approximately $ 14.6 million in 2020 and $1.1 million per year thereafter through 2033.
(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.
As
of December 31, 2020, the weighted average remaining lease term was 5.3 years and the weighted average discount rate used to determine
the operating lease liability was 3.0 %. Rental expense related to operating leases was $ 6.2 million, $ 7.5 million, and $ 7.0 million
for the years ended December 31, 2020, 2019 and 2018, respectively. Operating lease payments included in operating cash flows
totaled $ 5.6 million and noncash additions to operating lease assets totaled $ 1.1 million.
F- 21
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes to
Consolidated Financial Statements
December
31, 2020, 2019 and 2018
(In thousands
except share and per share data)
Maturities
of lease liabilities subsequent to December 31, 2020 are as follows:
(In thousands)
2021
$ 5,568
2022
4,958
2023
4,228
2024
3,999
2025
2,857
Thereafter
7,324
28,934
Less
imputed interest (based on 3.0% weighted-average discount rate)
( 2,447 )
$ 26,487
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)
2021
$ 165,506
2022
164,341
2023
166,508
2024
159,974
2025
156,293
Thereafter
586,342
$ 1,398,964
Future
advertising commitments are estimated based on planned future sales for the license terms that were in effect at December 31,
2020, 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 $ 41.1 million,
$ 53.0 million and $ 48.9 million, in 2020, 2019 and 2018, respectively, and represented 7.6 %, 7.4 % and 7.2 % of net sales for the
years ended December 31, 2020, 2019 and 2018, respectively.
(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 four to five-year period. The fair value of shares vested aggregated $ 1.7 million and $ 1.4
million in 2020 and 2019, respectively. 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.
F- 22
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes to
Consolidated Financial Statements
December
31, 2020, 2019 and 2018
(In thousands
except share and per share data)
The
following table sets forth information with respect to nonvested options for 2020:
Number of Shares
Weighted Average Grant
Date Fair Value
Nonvested options – beginning of year
514,210
$ 12.36
Nonvested options granted
9,000
$ 12.16
Nonvested options vested or forfeited
( 169,420 )
$ 11.09
Nonvested options – end of year
353,790
$ 12.96
The
effect of share-based payment expenses decreased income statement line items as follows:
Year
Ended December 31,
2020
2019
2018
Income before
income taxes
$ 3,030
$ 3,390
$ 2,200
Net income attributable
to Inter Parfums, Inc.
2,040
2,060
1,390
Diluted earnings per
share attributable to Inter Parfums, Inc.
0.06
0.07
0.04
The
following table summarizes stock option activity and related information for the years ended December 31, 2020, 2019 and 2018:
Year
ended December 31,
2020
2019
2018
Options
Weighted
Average
Exercise
Price
Options
Weighted
Average
Exercise
Price
Options
Weighted
Average
Exercise
Price
Shares
under option - beginning of year
815,800
$ 49.89
776,171
$ 41.33
730,980
$ 31.92
Options
granted
9,000
69.11
194,050
72.89
196,350
63.91
Options
exercised
( 95,570 )
28.99
( 130,891 )
34.06
( 140,579 )
24.21
Options
forfeited
( 16,020 )
58.38
( 23,530 )
45.48
( 10,580 )
37.64
Shares
under option - end of year
713,210
52.74
815,800
49.89
776,171
41.33
At
December 31, 2020, options for 580,715 shares were available for future grant under the plans. The aggregate intrinsic value of
options outstanding is $ 8.7 million as of December 31, 2020 and unrecognized compensation cost related to stock options outstanding
aggregated $ 4.4 million, which will be recognized over the next five years .
F- 23
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes to
Consolidated Financial Statements
December
31, 2020, 2019 and 2018
(In thousands
except share and per share data)
The
weighted average fair values of options granted by Inter Parfums, Inc. during 2020, 2019 and 2018 were $ 12.16 , $ 14.14 and $ 14.31
per share, respectively, on the date of grant using the Black-Scholes option pricing model to calculate the fair value.
The
assumptions used in the Black-Scholes pricing model are set forth in the following table:
Year
Ended December 31,
2020
2019
2018
Weighted-average
expected stock-price volatility
25 %
25 %
27 %
Weighted-average expected
option life
5.0 years
5.0 years
5.0 years
Weighted-average risk-free
interest rate
1.4 %
1.7 %
2.5 %
Weighted-average dividend
yield
2.5 %
2.0 %
2.0 %
Expected
volatility is estimated based on historic volatility of the Company ’ s
common stock. The expected term of the option is estimated based on historic data. The risk-free rate is based on the U.S. Treasury
yield curve in effect at the time of the grant of the option and the dividend yield reflects the assumption that the dividend
payout as authorized by the Board of Directors would maintain its current payout ratio as a percentage of earnings.
Proceeds,
tax benefits and intrinsic value related to stock options exercised were as follows:
Year
Ended December 31,
2020
2019
2018
Proceeds
from stock options exercised
$ 2,771
$ 4,458
$ 3,406
Tax benefits
$ 400
$ 690
$ 807
Intrinsic value of stock
options exercised
$ 2,873
$ 4,520
$ 4,310
The
following table summarizes additional stock option information as of December 31, 2020:
Options outstanding
Options
weighted average remaining
Options
Exercise prices
outstanding
contractual life
exercisable
$ 23.61
- $ 26.40
93,220
0.95 years
93,220
$ 32.83
- $ 33.95
102,250
1.97 years
77,340
$ 40.15 - $ 46.90
151,040
2.95 years
83,540
$ 65.25
- $ 69.11
184,800
3.97 years
68,940
$ 73.09
181,900
5.00 years
36,380
Totals
713,210
3.34 years
359,420
F- 24
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes to
Consolidated Financial Statements
December
31, 2020, 2019 and 2018
(In thousands
except share and per share data)
As
of December 31, 2020, the weighted average exercise price of options exercisable was $ 43.35 and the weighted average remaining
contractual life of options exercisable is 2.63 years. The aggregate intrinsic value of options exercisable at December 31, 2020
is $ 6.9 million.
In
September 2016, Interparfums SA, our 73 % owned French subsidiary, approved a plan to grant an aggregate of 15,100 shares of its
stock to employees with no performance condition requirement, and an aggregate of 133,000 shares to officers and managers, subject
to certain corporate performance conditions. The corporate performance conditions were met and therefore in September 2019, 172,851
shares, adjusted for stock splits, were distributed. The aggregate cost of the grant of approximately $ 3.9 million was recognized
as compensation cost on a straight-line basis over the requisite three-year service period.
In
December 2018, Interparfums SA approved an additional plan to grant an aggregate of 26,600 shares of its stock to employees with
no performance condition requirement, and an aggregate of 133,000 shares to officers and managers, subject to certain corporate
performance conditions. The shares, subject to adjustment for stock splits, will be distributed in June 2022 and will follow the
same guidelines as the September 2016 plan.
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. As a result, a $ 0.3 million reduction of cost, net,
was recorded for the three months ended March 31, 2020.
In
June 2020, the performance conditions were modified affecting 96 employees. As of December 31, 2020, the number of shares to be
distributed, after forfeited shares, increased to 132,032 . 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 $ 3.8 million.
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 $ 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, the Board of Directors authorized a reinstatement of an annual dividend of $ 1.00
payable quarterly. The next quarterly cash dividend of $ 0.25 per share is payable on March 31, 2021 to shareholders of record
on March 15, 2021.
F- 25
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes to
Consolidated Financial Statements
December
31, 2020, 2019 and 2018
(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.
The
reconciliation between the numerators and denominators of the basic and diluted EPS computations is as follows:
Year ended December 31,
2020
2019
2018
Numerator for diluted earnings per share
$ 38,219
$ 60,249
$ 53,793
Denominator:
Weighted average shares
31,536,659
31,451,093
31,307,991
Effect of dilutive securities:
Stock options
117,885
237,607
214,380
Denominator for diluted earnings per share
31,654,544
31,688,700
31,522,371
Earnings per share:
Net income attributable to Inter
Parfums, Inc. common shareholders:
Basic
$ 1.21
$ 1.92
$ 1.72
Diluted
1.21
1.90
1.71
Not
included in the above computations is the effect of anti - dilutive
potential common shares, which consist of outstanding options to purchase 450,000 , 183,000 , and 89,000 shares of common stock
for 2020, 2019, and 2018, 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- 26
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes to
Consolidated Financial Statements
December
31, 2020, 2019 and 2018
(In thousands
except share and per share data)
Information
on the Company ’ s operations
by segments is as follows:
Year
ended December 31,
2020
2019
2018
Net sales:
United States
$ 117,489
$ 173,522
$ 140,768
Europe
422,947
542,226
537,805
Eliminations
of intercompany sales
( 1,427 )
( 2,234 )
( 2,999 )
$ 539,009
$ 713,514
$ 675,574
Net income attributable to Inter Parfums, Inc.:
United States
$ 7,942
$ 19,365
$ 13,071
Europe
30,241
40,840
40,877
Eliminations
36
44
( 155 )
$ 38,219
$ 60,249
$ 53,793
Depreciation
and amortization expense including impairment loss:
United States
$ 3,354
$ 3,088
$ 2,711
Europe
5,713
5,641
8,320
$ 9,067
$ 8,729
$ 11,031
Interest income:
United States
$ 24
$ 345
$ 137
Europe
2,971
3,501
3,820
Eliminations
( 130 )
( 153 )
--
$ 2,865
$ 3,693
$ 3,957
Interest expense:
United States
$ 604
$ 673
$ 419
Europe
1,496
1,626
2,159
Eliminations
( 130 )
( 153 )
--
$ 1,970
$ 2,146
$ 2,578
Income tax expense:
United States
$ 1,590
$ 3,945
$ 2,264
Europe
17,782
25,101
23,898
Eliminations
9
30
( 18 )
$ 19,381
$ 29,076
$ 26,144
December
31,
2020
2019
2018
Total assets:
United States
$ 141,316
$ 166,180
$ 133,706
Europe
758,812
670,657
684,485
Eliminations
( 9,983 )
( 8,005 )
( 20,362 )
$ 890,145
$ 828,832
$ 797,829
Additions to long-lived assets:
United States
$ 1,004
$ 5,851
$ 19,181
Europe
11,259
5,643
4,188
$ 12,263
$ 11,494
$ 23,369
Total long-lived assets:
United States
$ 40,656
$ 44,473
$ 25,753
Europe
217,766
196,976
188,411
$ 258,422
$ 241,449
$ 214,164
Deferred tax assets:
United States
$ 886
$ 705
$ 650
Europe
7,106
7,241
5,023
Eliminations
49
58
88
$ 8,041
$ 8,004
$ 5,761
F- 27
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes to
Consolidated Financial Statements
December
31, 2020, 2019 and 2018
(In thousands
except share and per share data)
United
States export sales were approximately $ 71.5 million, $ 112.0 million and $ 95.1 million in 2020, 2019 and 2018, respectively. Consolidated
net sales to customers by region are as follows:
Year
ended December 31,
2020
2019
2018
North America
$ 193,500
$ 235,500
$ 210,600
Europe
180,200
240,800
233,600
Asia
79,700
110,900
113,400
Middle East
46,800
72,600
59,300
Central and South America
32,500
46,200
51,700
Other
6,300
7,500
7,000
$ 539,000
$ 713,500
$ 675,600
Consolidated net sales
to customers in major countries are as follows:
Year
Ended December 31,
2020
2019
2018
United States
$ 187,300
$ 225,300
$ 205,000
France
$ 37,600
$ 43,500
$ 44,000
Russia
$ 14,100
$ 36,800
$ 35,000
United Kingdom
$ 24,600
$ 35,800
$ 36,000
(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, 2020.
The
components of income before income taxes consist of the following:
Year
ended December 31,
2020
2019
2018
U.S. operations
$ 9,577
$ 23,384
$ 15,162
Foreign
operations
59,772
81,762
80,697
$ 69,349
$ 105,146
$ 95,859
F- 28
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes to
Consolidated Financial Statements
December
31, 2020, 2019 and 2018
(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,
2020
2019
2018
Current:
Federal
$ 1,685
$ 3,280
$ 1,629
State and local
90
713
497
Foreign
17,024
27,412
24,175
18,799
31,405
26,301
Deferred:
Federal
( 215 )
( 3 )
113
State and local
44
( 22 )
—
Foreign
753
( 2,304 )
( 270 )
582
( 2,329 )
( 157 )
Total income tax expense
$ 19,381
$ 29,076
$ 26,144
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,
2020
2019
Net deferred tax assets:
Foreign net operating loss carry-forwards
$ 360
$ 362
Inventory and accounts receivable
1,928
1,231
Profit sharing
2,936
4,812
Stock option compensation
718
588
Effect of inventory profit elimination
4,443
4,630
Other
910
214
Total gross deferred tax assets, net
11,295
11,837
Valuation allowance
( 360 )
( 361 )
Net deferred tax assets
10,935
11,476
Deferred tax liabilities (long-term):
Trademarks and licenses
( 2,894 )
( 3,472 )
Net deferred tax assets
$ 8,041
$ 8,004
Valuation
allowances are provided for foreign net operating loss carry-forwards, as future profitable operations from certain foreign subsidiaries
might not be sufficient to realize the full amount of net operating loss carry-forwards.
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.
F- 29
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes to
Consolidated Financial Statements
December
31, 2020, 2019 and 2018
(In thousands
except share and per share data)
Tax
Cuts and Jobs Act
In
December 2017, the U.S. government passed the Tax Cuts and Jobs Act (“the Tax Act”). The Tax Act made broad and
complex changes to the U.S. tax code, including, but not limited to reducing the U.S. federal corporate tax rate from 35 % to 21 %
beginning in 2018, and requiring companies to pay a one-time transition tax on certain unremitted earnings of foreign subsidiaries.
The
Tax Act also established new tax laws that took effect in 2018, including, but not limited to: (i) the reduction of the U.S.
federal corporate tax rate discussed above; (ii) a general elimination of U.S. federal income taxes on dividends from foreign
subsidiaries; (iii) a provision designed to tax global intangible low-taxed income (“GILTI”); and (iv) a
provision that allows a domestic corporation an immediate deduction for a portion of its foreign derived intangible income (“FDII”).
The
Company estimated of the effect of GILTI and has determined that it has no tax liability related to GILTI as of December 31, 2020,
2019 and 2018. The Company also estimated the effect of FDII and recorded a tax benefit of approximately $ 0.3 million, $ 0.9 million
and $ 0.6 million as of December 31, 2020, 2019 and 2018, respectively.
Other
Tax Matters
The
French authorities are considering that the existence of IP Suisse, a wholly-owned subsidiary of Interparfums SA, does not, in
and of itself, constitute a permanent establishment and therefore Interparfums, SA should pay French taxes on all or part of the
profits of that entity. The French Tax Authority notified the Company that IP Suisse will be the subject of a tax audit covering
the period January 1, 2010 through December 31, 2018. No claim or assessment for any taxes or penalties has been made at this
time. The Company disagrees and is prepared to vigorously defend its position. Consequently, no provision has been made in the
accompanying financial statements as we believe it is more-likely-than-not that our position will be sustained based on its technical
merits. Although we believe that we have sufficient arguments to support our position, there exists a risk that the French authorities
may prevail. The Company ’ s
exposure in connection with this matter is approximately $ 5.8 million, net of recovery taxes already paid to the Swiss authorities,
and excluding interest.
The
Company is no longer subject to U.S. federal, state, and local or non-U.S. 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,
2020
2019
2018
Statutory rates
21.0 %
21.0 %
21.0 %
State and local taxes, net of Federal benefit
0.2
0.6
0.4
Benefit of Foreign Derived Intangible Income
( 0.4 )
( 0.9 )
( 0.6 )
Effect of foreign taxes greater than
U.S. statutory rates
7.5
7.5
7.3
Other
( 0.4 )
( 0.6 )
( 0.8 )
Effective rates
27.9 %
27.6 %
27.3 %
F- 30
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes to
Consolidated Financial Statements
December
31, 2020, 2019 and 2018
(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,
2020
2019
2018
Net derivative instruments, beginning of year
$ 52
$ 136
$ 37
Net derivative instrument gain (loss), net of tax
( 52 )
( 84 )
99
Net derivative instruments, end of year
—
52
136
Cumulative translation adjustments, beginning of year
( 39,905 )
( 33,786 )
( 17,869 )
Translation adjustments
33,908
( 6,119 )
( 15,917 )
Cumulative translation adjustments, end of year
( 5,997 )
( 39,905 )
( 33,786 )
Accumulated other comprehensive loss
$ ( 5,997 )
$ ( 39,853 )
$ ( 33,650 )
(18) Net
Income Attributable to Inter Parfums, Inc. and Transfers from the Noncontrolling Interest
Year ended December 31,
2020
2019
2018
Net income attributable to Inter Parfums, Inc.
$ 38,219
$ 60,249
$ 53,793
Decrease in Inter Parfums, Inc.'s additional paid-in capital for subsidiary share transactions
—
( 5,167 )
( 572 )
Change from net income attributable to Inter Parfums, Inc. and transfers from noncontrolling interest
$ 38,219
$ 55,082
$ 53,221
F- 31
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)
Charged to
Balance at
Charged to
other
beginning of
costs and
accounts –
Deductions –
Balance at
Description
period
expenses
describe
describe
end
of period
Allowance
for doubtful accounts:
Year ended
December 31, 2020
$ 2,452
4,824
381 (d)
1,968 (a)
5,550
Year ended
December 31, 2019
$ 2,602
1,380
( 41 )(d)
1,489 (a)
2,452
Year ended
December 31, 2018
$ 1,821
1,441
( 91 )(d)
569 (a)
2,602
Allowance
for sales returns, net of inventory:
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
Year ended
December 31, 2018
$ 3,310
1,329
-
3,260 (b)
1,379
Inventory
reserve:
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
Year ended
December 31, 2018
$ 5,349
4,694
( 183 )(d)
5,006 (c)
4,854
(a)
Write-off of
bad debts.
(b)
Write-off of sales returns.
(c)
Disposal of inventory
(d)
Foreign currency translation
adjustment
See accompanying reports of independent
registered public accounting firm.
F- 32
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, 2021
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, 2021
/s/
Russell Greenberg
Russell Greenberg
Chief Financial
and Accounting Officer and Director
March 1, 2021
/s/
Philippe Benacin
Philippe Benacin
Director
February 26, 2021
/s/
Philippe Santi
Philippe Santi
Director
February 26, 2021
/s/
François Heilbronn
François
Heilbronn
Director
February 26, 2021
/s/
Robert Bensoussan
Robert Bensoussan
Director
February 26, 2021
/s/
Patrick Choël
Patrick Choël
Director
February 26, 2021
/s/
Michel Dyens
Michel Dyens
Director
February 26, 2021
/s/
Veronique Gabai-Pinsky
Veronique Gabai-Pinsky
Director
February 26, 2021
/s/
Gilbert Harrison
Gilbert Harrison
Director
February 26, 2021
69
Exhibit Index
The following document
heretofore filed with the Commission is incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the
period ended March 31, 2016:
Exhibit
No.
Description
3.8
Articles
of Association of Parfums Rochas Spain, Limited Liability Company (Spanish with English translation)
The following document
heretofore filed with the Commission is incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the
period ended June 30, 2016:
Exhibit
No.
Description
4.33
2016
Stock Option Plan
The following documents
heretofore 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:
Exhibit
No.
Description
3.6
Organizational
Document of Inter Parfums (Suisse) Sarl (French original)
3.6.1
Organizational
Document of Inter Parfums (Suisse) Sarl (English translation)
3.9
Amended
and Restated By-laws (correction
to name only)
10.165
Form
of Option Agreement for Options Granted to Executive Officers on December 31, 2016 with Schedule of Option Holders and Options
Granted
The following documents
heretofore 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:
Exhibit
No.
Description
10.166
Form
of Option Agreement for Options Granted to Executive Officers on December 29, 2017 with Schedule of Option Holders and Options
Granted
10.167
Form
of Option Agreement for Options Granted to Executive Officers on January 19, 2018 with Schedule of Option Holders and Options
Granted
70
The following documents
heretofore 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:
Exhibit
No.
Description
4.21
2004
Nonemployee Director Stock Option Plan as amended
4.22
2004
Stock Option Plan as amended
10.156
Consulting
Agreement with Jean Madar Holding SAS
10.168
Eighth
Modification of Lease for portions of 551 5 th Avenue, New York, NY
10.168.1
Exhibits
to Eighth Modification of Lease for portions of 551 5 th Avenue, New York, NY
10.169
Fourth
Amendment to Lease for 60 Stults Road, South Brunswick, NJ
10.171
Form
of Option Agreement for Options Granted to Executive Officers on December 31, 2018 with Schedule of Option Holders and Options
Granted
21
List
of Subsidiaries
23
Consent
of Mazars USA LLP
31.1
Certification
Required by Rule 13a-14 of Chief Executive Officer
31.2
Certification
Required by Rule 13a-14 of Chief Financial Officer
32.1
Certification
Required by Section 906 of the Sarbanes-Oxley Act by Chief Executive Officer
32.2
Certification
Required by Section 906 of the Sarbanes-Oxley Act by Chief Executive Officer
101
Interactive
data files
The following document
heretofore 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
71
The following documents
heretofore 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:
Exhibit
No.
Description
10.160
Consulting
Agreement with Philippe Benacin Holding SAS
3.1.1
Restated
Certificate of Incorporation dated September 3, 1987
3.1.2
Amendment
to Restated Certificate of Incorporation dated July 31, 1992
3.1.3
Amendment
to Restated Certificate of Incorporation dated July 9, 1993
3.1.4
Amendment
to Restated Certificate of Incorporation, as amended, dated July 13, 1999
3.1.5
Amendment
to Restated Certificate of Incorporation, as amended, dated July 12, 2000
3.1.6
Amendment
to Restated Certificate of Incorporation dated August 6, 2004
3.3
Articles
of Incorporation of Inter Parfums Holdings, S.A.
3.3.1
Articles
of Incorporation of Inter Parfums Holdings, S.A. (English translation)
3.4
Articles
of Incorporation of Interparfums SA
3.4.1
Articles
of Incorporation of Interparfums SA (English translation)
10.25
Employment
Agreement between the Company and Philippe Benacin dated July 29, 1991
10.26
Lease
for portion of 15th Floor, 551 Fifth Avenue, New York, New York
10.61
Lease
for 60 Stults Road, South Brunswick, NJ between Forsgate Industrial Complex, LP, and Jean Philippe Fragrances, Inc. dated
July 10, 1995
10.61.1
Third
Amendment to Lease for 60 Stults Road, South Brunswick, NJ
10.161
Form
of Option Agreement for Options Granted to Executive Officers on December 31, 2014 with Schedule of Option Holders and Options
Granted
10.162
Form
of Option Agreement for Options Granted to Executive Officers on January 28, 2015 with Schedule of Option Holders and Options
Granted
10.172
Form
of Option Agreement for Options Granted to Executive Officers on December 31, 2019 with Schedule of Option Holders and Options
Granted
10.173
Lease
for Interparfums SA Distribution Center
(confidential
information in this exhibit was omitted)
72
Exhibit
No.
Description
21
List
of Subsidiaries
23
Consent
of Mazars USA LLP
31.1
Certification
Required by Rule 13a-14 of Chief Executive Officer
31.2
Certification
Required by Rule 13a-14 of Chief Financial Officer
32.1
Certification
Required by Section 906 of the Sarbanes-Oxley Act by Chief Executive Officer
32.2
Certification
Required by Section 906 of the Sarbanes-Oxley Act by Chief Executive Officer
101
Interactive data
files
The following documents
heretofore filed with the Commission more than five (5) years ago are hereby filed again as exhibits to this Annual Report on
Form 10-K of the Company for the fiscal year ended December 31, 2020:
Exhibit
No.
Description
Page
Nos.
3.1
Interparfums
Singapore Pte. Ltd Memorandum and Articles of Association
3.2
Interparfums
Luxury Brands, Inc. Certificate of Incorporation
10.163
Form
of Option Agreement for Options Granted to Executive Officers on December 31, 2015 with Schedule of Option Holders and Options
Granted
The following documents are filed with
this report:
Exhibit No.
Description
Page
Nos.
21
List
of Subsidiaries
23
Consent of Mazars USA LLP
31.1
Certification
Required by Rule 13a-14 of Chief Executive Officer
31.2
Certification
Required by Rule 13a-14 of Chief Financial Officer
32.1
Certification
Required by Section 906 of the Sarbanes-Oxley Act by Chief Executive Officer
32.2
Certification
Required by Section 906 of the Sarbanes-Oxley Act by Chief Executive Officer
73