What changed in this filing

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Item 1A. Risk Factors

2024-02-27 compared with 2023-02-28 · 404 added, 425 removed, 12 unchanged (99% of the section changed)

Risk Factors.

You should carefully

consider these material risk factors before you decide to purchase or sell shares of our common stock.

These factors could cause

our future results to differ materially from those expressed or implied in forward-looking statements made by us.

The trading price

of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

Fragrance Business, Brand Names and Intellectual Property

We are dependent upon the continuation

and renewal of various licenses and other agreements for a significant portion of our sales, and the loss of one or more licenses

or agreements could have a material adverse effect on us.

All of our rights relating

to prestige fragrance brands, other than Lanvin and Rochas, are derived from licenses or other agreements from unaffiliated third

parties, and our business is dependent upon the continuation and renewal of such licenses and other agreements on terms favorable

should carefully consider these material risk factors before you decide to purchase or sell shares of our common stock.

factors could cause our future results to differ materially from those expressed or implied in forward-looking statements made

The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

Business, Brand Names and Intellectual Property

are dependent upon the continuation and renewal of various licenses and other agreements for a significant portion of our sales,

and the loss of one or more licenses or agreements could have a material adverse effect on us.

of our rights relating to prestige fragrance brands, other than Lanvin and Rochas, are derived from licenses or other agreements

from unaffiliated third parties, and our business is dependent upon the continuation and renewal of such licenses and other agreements

on terms favorable to us.

Each license or agreement is for a specific term and may have additional optional terms.

Generally, each license is subject

to us making required royalty payments (which are subject to certain minimums), minimum advertising and promotional expenditures

and meeting minimum sales requirements.

Other agreements are generally subject to meeting minimum sales requirements.

loss of a license or other significant agreement may have a material adverse effect on us, a renewal on less favorable terms may

also negatively impact us.

If we are unable to acquire or license

additional brands or obtain the required financing for these agreements and arrangements, then the growth of our business could

Our future expansion

through acquisitions or new product licenses or distribution arrangements, if any, will depend upon the capital resources and working

capital available to us.

Further, we may be unable to obtain financing or credit that we may require for additional licenses, acquisitions

or other transactions.

We may be unsuccessful in identifying, negotiating, financing and consummating such acquisitions or arrangements

on terms acceptable to us, or at all, which could hinder our ability to increase revenues and build our business.

Just as the loss

of a license or other significant agreement may have a material adverse effect on us, our failure to acquire rights to new brands

may also negatively impact us.

We may engage in future acquisitions

that we may not be able to successfully integrate or manage.

These acquisitions may dilute our stockholders and cause us to incur

debt and assume contingent liabilities.

We continuously review

acquisition prospects that would complement our current product offerings, increase our size and geographic scope of operations

or otherwise offer growth and operating efficiency opportunities.

The financing, if available, for any of these acquisitions could

significantly dilute our stockholders and/or result in an increase in our indebtedness.

We may acquire or make investments in businesses

or products in the future, and such acquisitions may entail numerous integration risks and impose costs on us, including:

difficulties in assimilating acquired operations or products, including the loss of key employees from acquired businesses

diversion of management’s attention from our core business

adverse effects on existing business relationships with suppliers and customers

risks of entering markets in which we have no or limited prior experience

dilutive issuances of equity securities

incurrence of substantial debt

assumption of contingent liabilities

incurrence of significant amortization expenses related to intangible assets and the potential impairment of acquired assets and

incurrence of significant immediate write-offs.

Our failure to successfully

complete the integration of any acquired business could have a material adverse effect on our business, financial condition and

operating results.

Joint arrangements or strategic alliances

in geographic markets in which we have limited, or no prior experience may expose us to additional risks.

We review, and from

time to time may establish, arrangements and strategic alliances that we believe would complement our current product offerings,

increase the size and geographic scope of our operations or otherwise offer growth and operating efficiency opportunities.

business relationships may require us to rely on the local expertise of our partners with respect to market development, sales,

local regulatory compliance and other matters.

Further, there may be challenges with ensuring that such arrangements or strategic

alliances implement the appropriate internal controls to ensure compliance with the various laws and regulations applicable to

each license is subject to us making required royalty payments (which are subject to certain minimums), minimum advertising and

promotional expenditures and meeting minimum sales requirements.

Other agreements are generally subject to meeting minimum sales

requirements.

Just as the loss of a license or other significant agreement may have a material adverse effect on us, a renewal

on less favorable terms may also negatively impact us.

we are unable to acquire or license additional brands or obtain the required financing for these agreements and arrangements,

then the growth of our business could be impaired.

future expansion through acquisitions or new product license or distribution arrangements, if any, will depend upon the capital

resources and working capital available to us.

Further, we may be unable to obtain financing or credit that we may require for

additional licenses, acquisitions or other transactions.

We may be unsuccessful in identifying, negotiating, financing and consummating

such acquisitions or arrangements on terms acceptable to us, or at all, which could hinder our ability to increase revenues and

build our business.

Just as the loss of a license or other significant agreement may have a material adverse effect on us, our

failure to acquire rights to new brands may also negatively impact us.

may engage in future acquisitions that we may not be able to successfully integrate or manage.

These acquisitions may dilute our

stockholders and cause us to incur debt and assume contingent liabilities.

continuously review acquisition prospects that would complement our current product offerings, increase our size and geographic

scope of operations or otherwise offer growth and operating efficiency opportunities.

The financing, if available, for any of

these acquisitions could significantly dilute our stockholders and/or result in an increase in our indebtedness.

We may acquire

or make investments in businesses or products in the future, and such acquisitions may entail numerous integration risks and impose

costs on us, including:

difficulties in

assimilating acquired operations or products, including the loss of key employees from acquired businesses;

diversion of management’s

attention from our core business;

adverse effects

on existing business relationships with suppliers and customers;

risks of entering

markets in which we have no or limited prior experience;

dilutive issuances

of equity securities;

incurrence of substantial

assumption of contingent

incurrence of significant

amortization expenses related to intangible assets and the potential impairment of acquired assets;

incurrence of significant

immediate write-offs.

failure to successfully complete the integration of any acquired business could have a material adverse effect on our business,

financial condition and operating results.

arrangements or strategic alliances in geographic markets in which we have limited, or no prior experience may expose us to additional

review, and from time to time may establish, arrangements and strategic alliances that we believe would complement our current

product offerings, increase the size and geographic scope of our operations or otherwise offer growth and operating efficiency

opportunities.

These business relationships may require us to rely on the local expertise of our partners with respect to market

development, sales, local regulatory compliance and other matters.

Further, there may be challenges with ensuring that such arrangements

or strategic alliances implement the appropriate internal controls to ensure compliance with the various laws and regulations

applicable to us as a U.S.

public company.

Accordingly, in addition to commercial and operational risk, these arrangements and strategic alliances

may entail risks such as reputational risk and regulatory compliance risk.

In addition, there can be no assurance that we will

be able to identify suitable alliances or candidates, that we will be able to consummate any such alliances or arrangements on

favorable terms, or that we will realize the anticipated benefits of entering into any such alliances or arrangements.

If we are unable to protect our intellectual

property rights, specifically trademarks and brand names, our ability to compete could be negatively impacted.

The market for our

products depends to a significant extent upon the value associated with trademarks and brand names that we license, use or own.

We have licenses or other rights to use, or own the material trademark and brand name rights in connection with the packaging,

marketing and distribution of our major products both in the United States and in other countries where such products are principally

Accordingly, in addition to commercial and operational risk, these arrangements and

strategic alliances may entail risks such as reputational risk and regulatory compliance risk.

In addition, there can be no assurance

that we will be able to identify suitable alliances or candidates, that we will be able to consummate any such alliances or arrangements

on favorable terms, or that we will realize the anticipated benefits of entering into any such alliances or arrangements.

we are unable to protect our intellectual property rights, specifically trademarks and brand names, our ability to compete could

be negatively impacted.

market for our products depends to a significant extent upon the value associated with trademarks and brand names that we license,

We have licenses or other rights to use or own the material trademark and brand name rights in connection with the

packaging, marketing and distribution of our major products both in the United States and in other countries where such products

are principally sold.

Therefore, trademark and brand name protection are important to our business.

Although most of the brand names we license,

use or own are registered in the United States and in certain foreign countries in which we operate, we may not be successful in

asserting trademark or brand name protection.

In addition, the laws of certain foreign countries may not protect our intellectual

property rights to the same extent as the laws of the United States.

The costs required to protect our trademarks and brand names

may be substantial.

I f our intangible assets, such as trademarks

and licenses, become impaired, we may be required to record a significant non-cash charge to earnings which would negatively impact

our results of operations.

Under United States

generally accepted accounting principles, we review our intangible assets, including our trademarks and licenses, for impairment

annually in the fourth quarter of each fiscal year, or more frequently if events or changes in circumstances indicate the carrying

value of our intangible assets may not be fully recoverable.

The carrying value of our intangible assets may not be recoverable

due to factors such as reduced estimates of future cash flows, including those associated with the specific brands to which intangibles

relate, or slower growth rates in our industry.

Estimates of future cash flows are based on a long-term financial outlook of our

operations and the specific brands to which the intangible assets relate.

However, actual performance in the near-term or long-term

could be materially different from these forecasts, which could impact future estimates and the recorded value of the intangibles.

Any significant impairment to our intangible assets would result in a significant charge to earnings in our financial statements

during the period in which the impairment is determined to exist.

The illegal distribution and sale by

third parties of counterfeit versions of the Company’s products or the unauthorized diversion by third parties of the Company’s

products could have an adverse effect on the Company’s revenues and a negative impact on the Company’s reputation and

Third parties may illegally

distribute and sell counterfeit versions of the Company’s products.

These counterfeit products may be inferior in terms of

quality and other characteristics compared to the Company’s authentic products and/or the counterfeit products could pose

safety risks that the Company’s authentic products would not otherwise present to consumers.

Consumers could confuse counterfeit

products with the Company’s authentic products, which could damage or diminish the image, reputation and/or value of the

Company’s brands and cause consumers to refrain from purchasing the Company’s products in the future.

the sale of the Company’s prestige products through non-authorized “grey market” channels could damage or diminish

the image, reputation and/or value of the Company’s brands and could adversely affect the Company’s revenues and have

a negative impact on the Company’s reputation.

Our success depends on our ability to

operate our business without infringing, misappropriating or otherwise violating the trademarks, patents, copyrights and proprietary

rights of other parties.

Our commercial success

depends at least in part on our ability to operate without infringing, misappropriating or otherwise violating the trademarks,

patents, copyrights and other proprietary rights of others.

However, we cannot be certain that the conduct of our business does

not and will not infringe, misappropriate or otherwise violate such rights.

Many companies have employed intellectual property

litigation as a way to gain a competitive advantage, and to the extent we gain greater visibility and market exposure, we may also

face a greater risk of being the subject of such litigation.

For these and other reasons, third parties may allege that our products,

services or activities infringe, misappropriate or otherwise violate their trademark, patent, copyright or other proprietary rights.

Defending against allegations and litigation could be expensive, take significant time, divert management’s attention from

other business concerns, and delay getting our products to market.

In addition, if we are found to be infringing, misappropriating

or otherwise violating third party trademark, patent, copyright or other proprietary rights, we may need to obtain a license, which

may not be available on commercially reasonable terms or at all, or redesign or rebrand our products, which may not be possible.

We may also be required to pay substantial damages or be subject to a court order prohibiting us and our customers from selling

certain products or engaging in certain activities.

Although most of the brand

names we license, use or own are registered in the United States and in certain foreign countries in which we operate, we may

not be successful in asserting trademark or brand name protection.

In addition, the laws of certain foreign countries may not

protect our intellectual property rights to the same extent as the laws of the United States.

The costs required to protect our

trademarks and brand names may be substantial.

our intangible assets, such as trademarks and licenses, become impaired, we may be required to record a significant non-cash charge

to earnings which would negatively impact our results of operations.

United States generally accepted accounting principles, we review our intangible assets, including our trademarks and licenses,

for impairment annually in the fourth quarter of each fiscal year, or more frequently if events or changes in circumstances indicate

the carrying value of our intangible assets may not be fully recoverable.

The carrying value of our intangible assets may not

be recoverable due to factors such as reduced estimates of future cash flows, including those associated with the specific brands

to which intangibles relate, or slower growth rates in our industry.

Estimates of future cash flows are based on a long-term financial

outlook of our operations and the specific brands to which the intangible assets relate.

However, actual performance in the near-term

or long-term could be materially different from these forecasts, which could impact future estimates and the recorded value of

the intangibles.

Any significant impairment to our intangible assets would result in a significant charge to earnings in our financial

statements during the period in which the impairment is determined to exist.

illegal distribution and sale by third parties of counterfeit versions of the Company’s products or the unauthorized diversion

by third parties of the Company’s products could have an adverse effect on the Company’s revenues and a negative impact

on the Company’s reputation and business.

parties may illegally distribute and sell counterfeit versions of the Company’s products.

These counterfeit products may

be inferior in terms of quality and other characteristics compared to the Company’s authentic products and/or the counterfeit

products could pose safety risks that the Company’s authentic products would not otherwise present to consumers.

could confuse counterfeit products with the Company’s authentic products, which could damage or diminish the image, reputation

and/or value of the Company’s brands and cause consumers to refrain from purchasing the Company’s products in the

In addition, the sale of the Company’s prestige products through non-authorized “grey market” channels

could damage or diminish the image, reputation and/or value of the Company’s brands and could adversely affect the Company’s

revenues and have a negative impact on the Company’s reputation.

success depends on our ability to operate our business without infringing, misappropriating or otherwise violating the trademarks,

patents, copyrights and proprietary rights of other parties.

commercial success depends at least in part on our ability to operate without infringing, misappropriating or otherwise violating

the trademarks, patents, copyrights and other proprietary rights of others.

However, we cannot be certain that the conduct of

our business does not and will not infringe, misappropriate or otherwise violate such rights.

Many companies have employed intellectual

property litigation as a way to gain a competitive advantage, and to the extent we gain greater visibility and market exposure,

we may also face a greater risk of being the subject of such litigation.

For these and other reasons, third parties may allege

that our products, services or activities infringe, misappropriate or otherwise violate their trademark, patent, copyright or

other proprietary rights.

Defending against allegations and litigation could be expensive, take significant time, divert management’s

attention from other business concerns, and delay getting our products to market.

In addition, if we are found to be infringing,

misappropriating or otherwise violating third party trademark, patent, copyright or other proprietary rights, we may need to obtain

a license, which may not be available on commercially reasonable terms or at all, or redesign or rebrand our products, which may

not be possible.

We may also be required to pay substantial damages or be subject to a court order prohibiting us and our customers

from selling certain products or engaging in certain activities.

Our inability to operate our business without infringing, misappropriating

1 unchanged sentence

effect on our business, financial condition and results of operations.

COVID-19 Pandemic and Economic Downturn

Although in both 2022 and 2021 we weathered

the COVID-19 pandemic and its effects to date, if the pandemic reemerges, it may have a material adverse effect on our business,

results of operations, financial condition and cash flows.

The public health crisis

caused by the COVID-19 pandemic, its variants and the measures being taken by governments, businesses, including us, our suppliers,

our distributors, retailers and the public, to limit COVID-19’s spread, have had and we expect will continue to have, certain

negative impacts on our business including, but not limited to, the following:

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

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

Considerable uncertainty remains regarding the potential re-emergence of COVID-19 variants, including potential reinstatement of measures by various authorities and others in response to any such re-emergence.

As we continue to monitor potential COVID-19 variant developments, including the impacts on our consumers, customers and suppliers, we take further measures as necessary to protect our business and our employees.

Some of the actions we take could adversely impact our business, and there is no certainty that our actions will be sufficient to mitigate the risks and the impacts of a re-emergence of COVID-19 variants.

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

Consumers may reduce discretionary purchases of our products

as a result of a general economic downturn.

We believe that a high

degree of global economic uncertainty could have a further negative effect on consumer confidence, demand and spending.

we believe that consumer spending on beauty products is influenced by general economic conditions and the availability of discretionary

Accordingly, we may experience sustained periods of declines in sales during periods of economic downturn as it may affect

consumer purchasing patterns.

In addition, a further general economic downturn may result in further reduced traffic in our customers’

stores which may, in turn, result in reduced net sales to our retail store customers.

Any further material reduction in our sales

could have a material adverse effect on our business, financial condition and operating results.

An outbreak of any other disease, epidemic

or pandemic, or similar public health threat on the scope of COVID-19, could have a material adverse impact on the Company’s

business, operating results and financial condition.

An outbreak of disease,

epidemic or pandemic, or similar public threat on the scope of COVID-19, or fear of such an event, that negatively impacts consumer

spending on our products could have a material adverse impact on the Company’s business, financial condition and operating

The extent and potential short and long-term impact of any other pandemic on the Company’s operational and financial

performance will depend on future developments, including the duration and spread of the outbreak, our customers’ willingness

to travel and purchase our products, and the impact on our supply chain and the financial markets, all of which are highly uncertain

and cannot be predicted.

New Pandemic and Economic Downturn

we weathered the COVID-19 pandemic and its effects to date, if this pandemic reemerges or another pandemic emerges, any pandemic

may have a material adverse effect on our business, results of operations, financial condition and cash flows.

public health crisis caused by the COVID-19 pandemic, its variants and the measures being taken by governments, businesses,

including us, our suppliers, our distributors, retailers and the public, to limit COVID-19’s spread, previously had

certain negative impacts on our business.

Any reemergence of COVID-19, or a new pandemic, could have certain negative impacts

on our business, including but not limited to, the following:

Deteriorating economic

and political conditions in certain of our major markets affected by such pandemic, such as increased unemployment, decreases

in disposable income, declines in consumer confidence, or economic slowdowns could cause a decrease in demand for our products.

We may be required

to record significant impairment charges with respect to noncurrent assets, including trademarks, licenses and other intangible

assets whose fair values may be negatively affected by the effects of re-emergence of the COVID-19 pandemic or emergence of

a new pandemic on our operations.

Considerable uncertainty

remains regarding the potential re-emergence of COVID-19 variants, or emergence of new a new pandemic, including potential

reinstatement of measures by various authorities and others in response to any such re-emergence or new pandemic emergence.

As we continue to monitor potential COVID-19 variant or new pandemic developments, including the impacts on our consumers,

customers and suppliers, we will take further measures as necessary to protect our business and our employees.

actions we take could adversely impact our business, and there is no certainty that our actions will be sufficient to mitigate

the risks and the impacts of a re-emergence of COVID-19 variants or new pandemic.

Actions we may take,

or decisions on potential actions that we did not take, as a consequence of a resurgence of a COVID-19 variant pandemic or

new pandemic emergence may result in claims or litigation against us.

extent and potential short and long-term impact of a re-emergence of COVID-19 variants any other pandemic on the Company’s

operational and financial performance will depend on future developments, including the duration and spread of the outbreak, our

customers’ willingness to travel and purchase our products, and the impact on our supply chain and the financial markets,

all of which are highly uncertain and cannot be predicted.

may reduce discretionary purchases of our products as a result of a general economic downturn.

believe that a high degree of global economic uncertainty could have a further negative effect on consumer confidence, demand

and spending.

In addition, we believe that consumer spending on beauty products is influenced by general economic conditions

and the availability of discretionary income.

Accordingly, we may experience sustained periods of declines in sales during periods

of economic downturn as it may affect consumer purchasing patterns.

In addition, a further general economic downturn may result

in further reduced traffic in our customers’ stores which may, in turn, result in reduced net sales to our retail store

Any further material reduction in our sales could have a material adverse effect on our business, financial condition

and operating results.

Global Operations

We are subject to risks related to our

foreign operations, and a disruption in our operations or supply chain could adversely affect our business and financial results.

We operate on a global

basis, with a substantial portion of our net sales and net income generated outside the United States, and we anticipate for the

foreseeable future that a substantial portion of our net sales and net income will be generated outside the United States.

A substantial

portion of our cash, cash equivalents and short-term investments that result from these earnings remain outside the United States.

As a company engaged in manufacturing and distribution on a global scale, we are subject to many risks and uncertainties, including:

changes in foreign laws, regulations and policies, including restrictions on trade, import and export license requirements, and tariffs and taxes, as well as changes in United States laws and regulations relating to foreign trade and investment;

industrial accidents, environmental events, strikes and other labor disputes, disruptions in supply chain or information technology, loss or impairment of key manufacturing sites or suppliers, product quality control, safety, as well as natural disasters, adverse weather conditions, social, economic and geopolitical conditions, such as terrorist attacks, war or other military action and other external factors over which we have no control.

These risks could have

a material adverse effect on our business, prospects, results of operations and financial condition.

Terrorist attacks, acts of war or military

actions, other civil unrest or natural disasters may adversely affect territories in which we operate, and therefore affect our

business, financial condition and operating results.

Terrorist attacks such

as those that have previously occurred in Paris, France where we have our European headquarters, amongst other locations, and attempted

terrorist attacks, military responses to terrorist attacks, other military actions, or governmental action in response to or in

anticipation of a terrorist attack, or civil unrest as occurring in the Middle East, Ukraine and Africa or natural disasters, may

adversely affect prevailing economic conditions.

These events could result in work stoppages, reduced consumer spending or reduced

demand for our products.

These developments subject our worldwide operations to increased risks and, depending on their magnitude,

could reduce net sales and therefore could have a material adverse effect on our business, financial condition and operating results.

The loss of or disruption in our distribution

facilities could have a material adverse effect on our business, financial condition and operating results.

We currently have several

distribution facilities in Europe, China and the United States.

The loss of any of those facilities, as well as the inventory stored

in those facilities, would require us to find replacement facilities and assets.

In addition, acts of God, such as extreme weather

conditions, natural disasters and the like or terrorist attacks, could disrupt our distribution operations.

If we cannot replace

our distribution capacity and inventory in a timely, cost-efficient manner, then such failure could have a material adverse effect

on our business, financial condition and operating results.

Changes in foreign tax provisions, the

adoption of new tax legislation or exposure to additional tax liabilities could affect our profitability and cash flows.

In addition to being

subject to taxation in the United States, we are subject to income and other taxes in other foreign jurisdictions.

Our effective

tax rate in the future could be adversely affected by changes to our operating structure, changes in the mix of earnings in countries

with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws and the

discovery of new information in the course of our tax return preparation process.

From time to time, tax proposals are introduced

or considered by the United States Congress or the legislative bodies in foreign jurisdictions that could also affect our tax rate,

the carrying value of our deferred tax assets, or our other tax liabilities.

Our tax liabilities are also affected by the amounts

we charge for inventory, services, licenses, funding, cross-jurisdictional transfer pricing, and other items in intercompany transactions.

A negative determination or ultimate disposition in any tax audit, changes in tax laws or tax rates, or the ability to utilize

our deferred tax assets could materially affect our tax provision, net income and cash flows in future periods.

The international character of our business

renders us subject to fluctuation in foreign currency exchange rates and international trade tariffs, barriers and other restrictions.

A substantial portion

of our European operations’ net sales (over 50%) are sold in U.S.

In an effort to reduce our exposure to foreign

currency exchange fluctuations, we engage in a controlled program of risk management that includes the use of derivative financial

instruments for all major currencies with which we operate.

Despite such actions, fluctuations in foreign currency exchange rates

dollar, particularly with respect to the euro, could have a material adverse effect on our operating results.

import, export, tariff and other trade barriers, which could be imposed by the United States, the European Union or other countries

might also have a material adverse effect on our operating results.

Changing political conditions could

adversely impact our business and financial results.

Changes in the political

conditions in markets in which we manufacture, sell or distribute our products may be difficult to predict and may adversely affect

are subject to risks related to our foreign operations, and a disruption in our operations or supply chain could adversely affect

our business and financial results.

In addition, results of elections, referendums or other political processes in certain markets

in which our products are manufactured, sold or distributed could create uncertainty regarding how existing governmental policies,

laws and regulations may change, including with respect to sanctions, taxes, the movement of goods, services, capital and people

between countries and other matters.

The potential implications of such uncertainty, which include, among others, exchange rate

fluctuations, tariffs, trade barriers and market contraction, could adversely affect the Company’s business and financial

Operational Risks

We are dependent upon Messrs.

and Philippe Benacin, and the loss of their services could harm our business.

Jean Madar, our Chairman

and Chief Executive Officer, and Philippe Benacin, our President, and Chief Executive Officer of Interparfums SA, are responsible

for day-to-day operations as well as major decisions.

Termination of their relationships with us, whether through death, incapacity

or otherwise, could have a material adverse effect on our operations, and we cannot assure you that qualified replacements can

Our reliance on third party manufacturers

could have a material adverse effect on us.

We rely on outside

sources to manufacture our fragrances and cosmetics.

The failure of such third party manufacturers to deliver either compliant,

quality components or finished goods on a timely basis could have a material adverse effect on our business.

Although we believe

there are alternate manufacturers available to supply our requirements, we cannot assure you that current or alternative sources

will be able to supply all of our demands on a timely basis.

We do not intend to develop our own manufacturing capacity.

are third parties over whom we have little or no control, the failure of such third parties to provide components or finished goods

on a timely basis could have a material adverse effect on our business, financial condition and operating results.

Our reliance on third party distributors

could have a material adverse effect on us.

We sell a substantial

percentage of our prestige fragrances through independent distributors specializing in luxury goods.

Given the growing importance

of distribution, we have modified our distribution model by owning a controlling interest in certain of our distributors within

However, we have little or no control over third party distributors and the failure of such third parties to provide

services on a timely basis could have a material adverse effect on our business, financial condition and operating results.

addition, if we replace existing third party distributors with new third party distributors or with our own distribution arrangements,

then transition issues could have a material adverse effect on our business, financial condition and operating results.

Our business is subject to governmental

regulation, which could impact our operations.

Under the Federal Food,

Drug and Cosmetic Act, fragrance products are regulated as cosmetics, and fragrances include perfumes, colognes and aftershave.

operate on a global basis, with a substantial portion of our net sales and net income generated outside the United States, and

we anticipate for the foreseeable future that a substantial portion of our net sales and net income will be generated outside

the United States.

A substantial portion of our cash, cash equivalents and short-term investments that result from these earnings

remain outside the United States.

As a company engaged in manufacturing and distribution on a global scale, we are subject to

many risks and uncertainties, including:

changes in foreign

laws, regulations and policies, including restrictions on trade, import and export license requirements, and tariffs and taxes,

as well as changes in United States laws and regulations relating to foreign trade and investment;

industrial accidents,

environmental events, strikes and other labor disputes, disruptions in supply chain or information technology, loss or impairment

of key manufacturing sites or suppliers, product quality control, safety, as well as natural disasters, adverse weather conditions,

social, economic and geopolitical conditions, such as terrorist attacks, war or other military action and other external factors

over which we have no control.

risks could have a material adverse effect on our business, prospects, results of operations and financial condition.

attacks, acts of war or military actions, other civil unrest or natural disasters may adversely affect territories in which we

operate, and therefore affect our business, financial condition and operating results.

attacks such as those that have previously occurred in Paris, France where we have our European headquarters, amongst other locations,

and attempted terrorist attacks, military responses to terrorist attacks, other military actions, or governmental action in response

to or in anticipation of a terrorist attack, or civil unrest as occurring in the Middle East, Ukraine and Africa or natural disasters,

may adversely affect prevailing economic conditions.

These events could result in work stoppages, reduced consumer spending or

reduced demand for our products.

These developments subject our worldwide operations to increased risks and, depending on their

magnitude, could reduce net sales and therefore could have a material adverse effect on our business, financial condition and

operating results.

loss of or disruption in our distribution facilities could have a material adverse effect on our business, financial condition

and operating results.

currently have several distribution facilities in Europe, China and the United States.

The loss of any of those facilities, as

well as the inventory stored in those facilities, would require us to find replacement facilities and assets.

In addition, acts

of God, such as extreme weather conditions, natural disasters and the like or terrorist attacks, could disrupt our distribution

If we cannot replace our distribution capacity and inventory in a timely, cost-efficient manner, then such failure

could have a material adverse effect on our business, financial condition and operating results.

in foreign tax provisions, the adoption of new tax legislation or exposure to additional tax liabilities could affect our profitability

and cash flows.

addition to being subject to taxation in the United States, we are subject to income and other taxes in other foreign jurisdictions.

Our effective tax rate in the future could be adversely affected by changes to our operating structure, changes in the mix of

earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes

in tax laws and the discovery of new information in the course of our tax return preparation process.

From time to time, tax proposals

are introduced or considered by the United States Congress or the legislative bodies in foreign jurisdictions that could also

affect our tax rate, the carrying value of our deferred tax assets, or our other tax liabilities.

Our tax liabilities are also

affected by the amounts we charge for inventory, services, licenses, funding, cross-jurisdictional transfer pricing, and other

items in intercompany transactions.

A negative determination or ultimate disposition in any tax audit, changes in tax laws or

tax rates, or the ability to utilize our deferred tax assets could materially affect our tax provision, net income and cash flows

in future periods.

international character of our business renders us subject to fluctuation in foreign currency exchange rates and international

trade tariffs, barriers and other restrictions.

substantial portion of our European based operations’ net sales (over 50%) are sold in U.S.

In an effort to reduce

our exposure to foreign currency exchange fluctuations, we engage in a controlled program of risk management that includes the

use of derivative financial instruments for all major currencies with which we operate.

Despite such actions, fluctuations in

foreign currency exchange rates for the U.S.

dollar, particularly with respect to the euro, could have a material adverse effect

on our operating results.

Possible import, export, tariff and other trade barriers, which could be imposed by the United States,

the European Union or other countries might also have a material adverse effect on our operating results.

political conditions could adversely impact our business and financial results.

in the political conditions in markets in which we manufacture, sell or distribute our products may be difficult to predict and

may adversely affect our business and financial results.

In addition, results of elections, referendums or other political processes

in certain markets in which our products are manufactured, sold or distributed could create uncertainty regarding how existing

governmental policies, laws and regulations may change, including with respect to sanctions, taxes, the movement of goods, services,

capital and people between countries and other matters.

The potential implications of such uncertainty, which include, among others,

exchange rate fluctuations, tariffs, trade barriers and market contraction, could adversely affect the Company’s business

and financial results.

wars between Russia and Ukraine, and Israel and Hamas could adversely impact our business and financial results.

wars between Russia and Ukraine, and Israel and Hamas have negatively impacted our operations to a limited degree to date.

future impacts to our Company are difficult to predict due to the high level of uncertainty as to how these wars will evolve.

Fuel supplies and supply chains increases, as well as retailers or consumers, could all be negatively impacted by these wars.

Such negative impacts could have a material adverse effect on our net sales, earnings and cash flows.

are dependent upon Messrs.

Jean Madar and Philippe Benacin, and the loss of their services could harm our business.

Madar, our Chairman and Chief Executive Officer, and Philippe Benacin, our President, and Chief Executive Officer of Interparfums

SA, are responsible for day-to-day operations as well as major decisions.

Termination of their relationships with us, whether

through death, incapacity or otherwise, could have a material adverse effect on our operations, and we cannot assure you that

qualified replacements can be found.

reliance on third party manufacturers could have a material adverse effect on us.

rely on outside sources to manufacture our fragrances and cosmetics.

The failure of such third party manufacturers to deliver

either compliant, quality components or finished goods on a timely basis could have a material adverse effect on our business.

Although we believe there are alternate manufacturers available to supply our requirements, we cannot assure you that current

or alternative sources will be able to supply all of our demands on a timely basis.

We do not intend to develop our own manufacturing

As these are third parties over whom we have little or no control, the failure of such third parties to provide components

or finished goods on a timely basis could have a material adverse effect on our business, financial condition and operating results.

reliance on third party distributors could have a material adverse effect on us.

sell a substantial percentage of our prestige fragrances through independent distributors specializing in luxury goods.

the growing importance of distribution, we have modified our distribution model by owning a controlling interest in certain of

our distributors within key markets.

However, we have little or no control over third party distributors and the failure of such

third parties to provide services on a timely basis could have a material adverse effect on our business, financial condition

and operating results.

In addition, if we replace existing third party distributors with new third party distributors or with

our own distribution arrangements, then transition issues could have a material adverse effect on our business, financial condition

and operating results.

business is subject to governmental regulation, which could impact our operations.

the Federal Food, Drug and Cosmetic Act, fragrance products are regulated as cosmetics, and fragrances include perfumes, colognes

and aftershave.

They must meet the same requirements for safety as other cosmetic ingredients.

Compliance required of fragrance ingredients include

being safe for consumers when they are used according to labelled directions or as consumers customarily use them.

Under the Fair Packaging

and Labelling Act, companies and individuals who manufacture or market cosmetics have the legal responsibility to ensure the products

are safe and labelled according to the Act.

Our fragrance products

that are manufactured and marketed in Europe are also regulated as cosmetics and subject to EU Regulation 1223/2009, and after

Brexit, the United Kingdom regulation of The UK Schedule 34 to the Product Safety and Metrology Regulation 2019.

As of the date

of this report, IP products are in compliance with these regulations.

However, we cannot

assure you that, should we use proscribed ingredients in our fragrance products that we develop or market, or develop or market

fragrance products with different ingredients, or should existing regulations or requirements be revised, we would not in the future

experience difficulty in complying with such requirements, which could have a material adverse effect on our results of operations.

Our business could be negatively impacted

by social impact and sustainability matters.

There continues to

be an increased focus from certain investors, customers, consumers, employees, and other stakeholders concerning social impact

and environmental matters.

We are spending considerable time addressing social impact and sustainability matters, which are becoming

more prominent issues for certain of our institutional shareholders.

From time to time, we may announce certain initiatives, including

goals and commitments, regarding environmental matters, packaging, responsible sourcing and corporate social responsibility.

could fail, or be perceived to fail, in our achievement of such initiatives, or in accurately reporting our progress on such initiatives.

Compliance required of fragrance

ingredients include being safe for consumers when they are used according to labelled directions or as consumers customarily use

the Fair Packaging and Labelling Act, companies and individuals who manufacture or market cosmetics have the legal responsibility

to ensure the products are safe and labelled according to the Act.

fragrance products that are manufactured and marketed in Europe are also regulated as cosmetics and subject to EU Regulation 1223/2009,

and after Brexit, the United Kingdom regulation of The UK Schedule 34 to the Product Safety and Metrology Regulation 2019.

of the date of this report, Interparfums products are in compliance with these regulations.

we cannot assure you that, should we use proscribed ingredients in our fragrance products that we develop or market, or develop

or market fragrance products with different ingredients, or should existing regulations or requirements be revised, we would not

in the future experience difficulty in complying with such requirements, which could have a material adverse effect on our results

of operations.

business could be negatively impacted by social impact and sustainability matters.

continues to be an increased focus from certain investors, customers, consumers, employees, and other stakeholders concerning

social impact and environmental matters.

We are spending considerable time addressing social impact and sustainability matters,

which are becoming more prominent issues for certain of our institutional shareholders.

From time to time, we may announce certain

initiatives, including goals and commitments, regarding environmental matters, packaging, responsible sourcing and corporate social

responsibility.

We could fail, or be perceived to fail, in our achievement of such initiatives, or in accurately reporting

our progress on such initiatives.

Such failures could be due to changes in distribution channels, new licenses or other acquisitions.

Moreover, the standards by

which corporate social responsibility are measured are developing and evolving, and certain areas are subject to assumptions that

could change over time.

In addition, we could be criticized for the scope of our initiatives or goals or perceived as not acting

responsibly in connection with these matters.

Any of such matters could have a material adverse effect on our business.

Our business is subject to seasonal

Our business is somewhat

seasonal due to the timing of shipments to our customers, which are weighted to the second half of the year.

Accordingly, our financial

performance, sales, working capital requirements, cash flow and borrowings generally experience variability during the third and

fourth quarters.

Our business is subject to inflationary

Despite significant

inflationary pressures that started during 2022 affecting many aspects of our business, especially increase component costs and

shipping, we were able to offset the effects of inflation during 2022 by increasing the prices of our products.

Although we believe

inflation will continue to be a major factor in 2023, a further increase in sales prices should help to mitigate its impact to

However, we may not be able to continue increasing our prices indefinitely without causing a reduction in the number

of consumers with sufficient disposable income to buy our certain of our fragrance products, which could have a material adverse

effect on our business.

Fragrance Markets

The success of our products is dependent

on public taste.

Our revenues are substantially

dependent on the success of our products, which depends upon, among other matters, pronounced and rapidly changing public tastes,

factors which are difficult to predict and over which we have little, if any, control.

In addition, we have to develop successful

marketing, promotional and sales programs in order to sell our fragrances and fragrance related products.

If we are not able to

develop successful marketing, promotional and sales programs, then such failure will have a material adverse effect on our business,

financial condition and operating results.

We are subject to extreme competition

in the fragrance industry.

The market for fragrance

products is highly competitive and sensitive to changing market preferences and demands.

Many of our competitors in this market

are larger than we are and have greater financial resources than are available to us, potentially allowing them greater operational

Our success in the prestige fragrance industry is dependent upon our ability to continue to generate original strategies

and develop quality products that are in accord with ongoing changes in the market.

If there is insufficient

demand for our existing fragrance products, or if we do not develop future strategies and products that withstand competition or

if we are unsuccessful in competing on price terms, then we could experience a material adverse effect on our business, financial

condition and operating results.

Changes in laws, regulations and policies

that affect our business could adversely affect our financial results.

Our business is subject

to numerous laws, regulations and policies.

Changes in the laws, regulations and policies, including the interpretation or enforcement

thereof, that affect, or will affect, our business, including changes in accounting standards, tax laws and regulations, environmental

or climate change laws, regulations or accords, trade rules and customs regulations, or increased cosmetics regulation, and the

outcome and expense of legal or regulatory proceedings, and any action we may take as a result could adversely affect our financial

General Risk Factors

Our success depends, in part, on the

quality and safety of our products.

Our success depends,

in part, on the quality and safety of our products.

If our products are found to be defective or unsafe, or if they otherwise fail

to meet our consumers’ standards, then our relationships with customers or consumers could suffer, the appeal of one or more

of our brands could be diminished, and we could lose sales and/or become subject to liability claims, any of which could result

in a material adverse effect on our business, results of operations and financial condition.

Our failure to protect our reputation,

or the failure of our partners to protect their reputations, could have a material adverse effect on our brand images.

Our ability to maintain

our reputation is critical to our various brand images.

Our reputation could be jeopardized if we fail to maintain high standards

for merchandise quality and integrity or if we, or the third parties with whom we do business, do not comply with regulations or

accepted practices.

Any negative publicity about these types of concerns may reduce demand for our merchandise.

Failure to comply

with ethical, social, product, labor and environmental standards, or related political considerations, such as animal testing,

could also jeopardize our reputation and potentially lead to various adverse consumer actions, including boycotts.

Failure to comply

with local laws and regulations, including applicable U.S.

trade sanctions, to maintain an effective system of internal controls

or to provide accurate and timely financial statement information could also hurt our reputation.

We are also dependent on the

reputations of our brand partners and licensors, which can be affected by matters outside of our control.

Damage to our reputation

or the reputations of our brand partners or licensors or loss of consumer confidence for any of these or other reasons could have

a material adverse effect on our results of operations, financial condition and cash flows, as well as require additional resources

to rebuild our reputation.

Our information systems and websites

may be susceptible to outages, hacking and other risks.

We have information

systems that support our business processes, including product development, production, marketing, order processing, sales, distribution,

finance and intra-company communications.

Moreover, the standards by which corporate social responsibility is measured are developing and evolving, and certain areas are

subject to assumptions that could change over time.

In addition, we could be criticized for the scope of our initiatives or goals

or perceived as not acting responsibly in connection with these matters.

Any such matters could have a material adverse effect

on our business.

business is subject to seasonal variability.

business is somewhat seasonal due to the timing of shipments to our customers, which are weighted to the second half of the year.

Accordingly, our financial performance, sales, working capital requirements, cash flow and borrowings generally experience variability

during the third and fourth quarters.

business is subject to inflationary pressures.

significant inflationary pressures that started during 2022 and continued into 2023 affecting many aspects of our business, especially

increase component costs and shipping, we were able to offset the effects of inflation during 2022 by increasing the prices of

our products.

Although we believe inflation will continue to be a major factor in 2024, a further increase in sales prices, if

necessary, should help to mitigate its impact to some degree.

However, we may not be able to continue increasing our prices indefinitely

without causing a reduction in the number of consumers with sufficient disposable income to buy our certain of our fragrance products,

which could have a material adverse effect on our business.

success of our products is dependent on public taste.

revenues are substantially dependent on the success of our products, which depends upon, among other matters, pronounced and rapidly

changing public tastes, factors which are difficult to predict and over which we have little, if any, control.

In addition, we

have to develop successful marketing, promotional and sales programs in order to sell our fragrances and fragrance related products.

If we are not able to develop successful marketing, promotional and sales programs, then such failure will have a material adverse

effect on our business, financial condition and operating results.

are subject to extreme competition in the fragrance industry.

market for fragrance products is highly competitive and sensitive to changing market preferences and demands.

Many of our competitors

in this market are larger than we are and have greater financial resources than are available to us, potentially allowing them

greater operational flexibility.

Our success in the prestige fragrance industry is dependent upon our ability to continue to generate

original strategies and develop quality products that are in accord with ongoing changes in the market.

there is insufficient demand for our existing fragrance products, or if we do not develop future strategies and products that

withstand competition or if we are unsuccessful in competing on price terms, then we could experience a material adverse effect

on our business, financial condition and operating results.

in laws, regulations and policies that affect our business could adversely affect our financial results.

business is subject to numerous laws, regulations and policies.

Changes in the laws, regulations and policies, including the interpretation

or enforcement thereof, that affect, or will affect, our business, including changes in accounting standards, tax laws and regulations,

environmental or climate change laws, regulations or accords, trade rules and customs regulations, or increased cosmetics regulation,

and the outcome and expense of legal or regulatory proceedings, and any action we may take as a result could adversely affect

our financial results.

success depends, in part, on the quality and safety of our products.

If our products are found to be defective or unsafe, or if

they otherwise fail to meet our consumers’ standards, then our relationships with customers or consumers could suffer, the

appeal of one or more of our brands could be diminished, and we could lose sales and/or become subject to liability claims, any

of which could result in a material adverse effect on our business, results of operations and financial condition.

failure to protect our reputation, or the failure of our partners to protect their reputations, could have a material adverse

effect on our brand images.

ability to maintain our reputation is critical to our various brand images.

Our reputation could be jeopardized if we fail to

maintain high standards for merchandise quality and integrity or if we, or the third parties with whom we do business, do not

comply with regulations or accepted practices.

Any negative publicity about these types of concerns may reduce demand for our

Failure to comply with ethical, social, product, labor and environmental standards, or related political considerations,

such as animal testing, could also jeopardize our reputation and potentially lead to various adverse consumer actions, including

Failure to comply with local laws and regulations, including applicable U.S.

trade sanctions, to maintain an effective

system of internal controls or to provide accurate and timely financial statement information could also hurt our reputation.

We are also dependent on the reputations of our brand partners and licensors, which can be affected by matters outside of our

Damage to our reputation or the reputations of our brand partners or licensors or loss of consumer confidence for any

of these or other reasons could have a material adverse effect on our results of operations, financial condition and cash flows,

as well as require additional resources to rebuild our reputation.

information systems and websites may be susceptible to outages, hacking and other cybersecurity risks.

have information systems that support our business processes, including product development, production, marketing, order processing,

sales, distribution, finance and intra-company communications.

We also have Internet websites in the United States and Europe.

These systems may be

susceptible to outages due to fire, floods, power loss, telecommunications failures, hacking and similar events.

Despite the implementation

of network security measures, our systems may be vulnerable to computer viruses, hacking and similar disruptions from unauthorized

The occurrence of these or other events could disrupt or damage our information systems and adversely affect our business

and results of operations.

The trading prices of our securities

periodically may rise or fall based on the accuracy of predictions of our earnings or other financial performance.

Our business planning

process is designed to maximize our long-term strength, growth and profitability, not to achieve an earnings target in any particular

fiscal quarter.

We believe that this longer-term focus is in the best interests of our Company and our stockholders.

time, however, we recognize that it may be helpful to provide investors with guidance as to our forecast of annual net sales and

diluted earnings per share.

Accordingly, we provide guidance as to our expected annual net sales, and diluted earnings per share,

which is updated as appropriate throughout the year.

While we generally provide updates to our guidance when we report our results

each fiscal quarter if called for, we assume no responsibility to update any of our forward-looking statements at such times or

In addition, longer-term guidance that we may from time to time provide is based on goals that we believe, at the time

guidance is given, are reasonably attainable.

In all of our public

statements when we make, or update, a forward-looking statement about our sales and/or earnings expectations or expectations regarding

other initiatives, we accompany such statements directly, or by reference to a public document, with a list of factors that could

cause our actual results to differ materially from those we expect.

Such a list is included, among other places, in our earnings

press releases (by reference to our periodic filings with the Securities and Exchange Commission) and in our periodic filings with

the Securities and Exchange Commission ( e.g., in our reports on Form 10-K and Forms 10-Q).

These and other factors may make

it difficult for outside observers, such as research analysts, to predict what our earnings will be in any given fiscal quarter

Outside analysts and

investors have the right to make their own predictions of our financial results for any future period.

Outside analysts, however,

have access to no more material information about our results or plans than any other public investor, and we do not endorse or

adopt their predictions as to our future performance.

Nor do we assume any responsibility to correct the predictions of outside

analysts or others when they differ from our own internal expectations.

If and when we announce actual results that differ from

those that outside analysts or others have been predicting, the market price of our securities could be affected.

Investors who

rely on the predictions of outside analysts or others when making investment decisions with respect to our securities do so at

their own risk.

We take no responsibility for any losses suffered as a result of such changes in the prices of our securities.

Unresolved Staff Comments.

systems may be susceptible to outages due to fire, floods, power loss, telecommunications failures, hacking, attacks and similar

Despite the implementation of network security measures, our systems may be vulnerable to computer viruses, hacking,

attacks and similar disruptions from unauthorized tampering.

The occurrence of these or other events could disrupt or damage

our information systems and adversely affect our business and results of operations.

trading prices of our securities periodically may rise or fall based on the accuracy of predictions of our earnings or other financial

business planning process is designed to maximize our long-term strength, growth and profitability, not to achieve an earnings

target in any particular fiscal quarter.

We believe that this longer-term focus is in the best interests of our Company and

our stockholders.

At the same time, however, we recognize that it may be helpful to provide investors with guidance as to

our forecast of annual net sales and diluted earnings per share.

Accordingly, we provide guidance as to our expected annual

net sales, and diluted earnings per share, which is updated as appropriate throughout the year.

While we generally provide

updates to our guidance when we report our results each fiscal quarter if called for, we assume no responsibility to update any

of our forward-looking statements at such times or otherwise.

In addition, longer-term guidance that we may from time to

time provide is based on goals that we believe, at the time guidance is given, are reasonably attainable.

all of our public statements when we make, or update, a forward-looking statement about our sales and/or earnings expectations

or expectations regarding other initiatives, we accompany such statements directly, or by reference to a public document, with

a list of factors that could cause our actual results to differ materially from those we expect.

Such a list is included, among

other places, in our earnings press releases (by reference to our periodic filings with the Securities and Exchange Commission)

and in our periodic filings with the Securities and Exchange Commission ( e.g., in our reports on Form 10-K and Forms 10-Q).

These and other factors may make it difficult for outside observers, such as research analysts, to predict what our earnings will

be in any given fiscal quarter or year.

analysts and investors have the right to make their own predictions of our financial results for any future period.

analysts, however, have access to no more material information about our results or plans than any other public investor, and

we do not endorse or adopt their predictions as to our future performance.

Nor do we assume any responsibility to correct

the predictions of outside analysts or others when they differ from our own internal expectations.

If and when we announce

actual results that differ from those that outside analysts or others have been predicting, the market price of our securities

could be affected.

Investors who rely on the predictions of outside analysts or others when making investment decisions with

respect to our securities do so at their own risk.

We take no responsibility for any losses suffered as a result of such

changes in the prices of our securities.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors