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, 2023.
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 2023 that has materially affected, or is reasonably likely to materially affect,
the Company’s internal control over financial reporting.
Item
9B. Other
Information.
None.
60
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
Michel Atwood
Director and Chief
Financial Officer
Philippe Santi
Director and Executive
Vice President of Interparfums SA
François Heilbronn
Director
Robert Bensoussan
Director
Veronique Gabai-Pinsky
Director
Gilbert Harrison
Director
Gerard Kappauf
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 19 meetings (or executed
consents in lieu thereof), including meetings of committees of the full board of directors during 2023, 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 nine (9) directors.
We
have adopted a Code of 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 all employees, applicable, and we agree to provide
to any person without charge, upon request, a copy of our Code of Conduct. Any person who requests a copy of our Code of 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
2023, 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
the first 9 months of 2023, this committee consisted of Messrs. Heilbronn and Choël, and Ms. Gabai-Pinsky. In September
2023, Mr. Choël retired, and was replaced by Mr. Robert Bensoussan. The charter of the Audit Committee is posted on our
Company’s website.
61
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 the comparable financial
resources of other larger, more established companies 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. The Chair of the Audit Committee, Mr. François Heilbronn, 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 which is specialized in business strategy and complex financial operations and
investments.
●
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 the first 9 months of 2023, this
committee consisted of Messrs. Heilbronn and Choël, and Ms. Gabai-Pinsky. Following the election of directors at the
2023 annual meeting, Robert Bensoussan replaced Mr. Choël on the Executive Compensation and Stock Option Committee. The
charter of the Executive Compensation and Stock Option Committee is posted on our company’s website.
●
Nominating Committee
– During the first 9 months of 2023, this committee consisted of Messrs. Heilbronn and Choël, and Ms. Gabai-Pinsky.
Following the election of directors at the 2023 annual meeting, Robert Bensoussan replaced Mr. Choël on this committee.
The purpose of the Nominating Committee is to determine and recommend qualified persons to the Board of Directors who will
be put forth as management’s slate of directors for vote of the Corporation’s stockholders, as well as to fill
vacancies in the Board of Directors. The charter of the Nominating Committee is posted on our Company’s website.
We
have adopted a board diversity policy, which was revised in early 2024. This policy provides that the selection of candidates
for appointment to our board will be based on an overriding emphasis on merit, but the Nominating Committee will seek to fill
board vacancies by considering candidates that bring a diversity of background and industry or related expertise to our board.
The Nominating Committee is to consider an appropriate level of diversity having regard for factors such as skills, business and
other experience, education, gender, age, ethnicity and geographic location. A copy of the board diversity policy is posted on
our company’s website. In addition, Nasdaq has adopted a Board Diversity Rule, which requires Nasdaq listed companies to
publicly disclose board-level diversity statistics using a standardized template. By the 2025 annual meeting, we will be required
to disclose whether or not we have two directors that are diverse under the applicable Nasdaq rule, and if not, then why not.
We do not foresee any issue in complying with Nasdaq Board Diversity Rule at this time.
62
Nasdaq
Board Diversity
As
required by the Nasdaq Diversity Rule, the board of directors of our company presently has one (1) member who self-identifies
as a female and white, and one (1) male member who identifies as Hispanic and white (two or more races or ethnicities), which
is in compliance with the Nasdaq Board Diversity rule. Below is the Nasdaq Board Diversity Matrix, which shows the gender identity
and demographic background of our board of directors as they have self-identified.
Board
Diversity Matrix for
INTER PARFUMS, INC.
As
of July 18, 2023
As
of February 12, 2024
Total
Number of Directors
10
9
Gender
Identity
Female
Male
Non-
Binary
Did
Not Disclose Gender
Female
Male
Non-
Binary
Did
Not Disclose Gender
Directors
1
9
0
0
1
8
0
0
Part
II: Demographic Background
African
American or Black
0
0
0
0
0
0
0
0
Alaskan
Native or Native American
0
0
0
0
0
0
0
0
Asian
0
0
0
0
0
0
0
0
Hispanic
or Latinx
0
0
0
0
0
0
0
0
Native
Hawaiian or Pacific Islander
0
0
0
0
0
0
0
0
White
1
8
0
0
1
6
0
0
Two
or More Races or Ethnicities*
0
1
0
0
0
1
0
0
LGBTQ+
0
0
Did
Not Disclose Demographic Background
0
1
*One
director self-identified as both “White” and “Hispanic or Latinx”.
63
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 63, 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),
the prestigious French business school, 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 65, a Director, is President of our Company and the Chief Executive Officer of Interparfums SA, has been the Vice
Chairman of the Board since September 1991, and is a co-founder of our Company with Mr. Madar. He was elected the Executive Vice
President in September 1991, Senior Vice President in April 1993, and President of the Company in January 1994. In addition, he
has been the President of our Company and Chief Executive Officer of Interparfums SA for more than the past five years. Mr. Benacin
graduated from The French University for Economic and Commercial Sciences (ESSEC), the prestigious French business school, 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.
Michel
Atwood
Mr.
Atwood, age 54, became our Chief Financial Officer on September 6, 2022, succeeding Mr. Russell Greenberg, the former Chief Financial
Officer, who retired on that same date. Mr. Atwood was first elected to our Board of Directors at the 2022 Annual Meeting held
in September 2022.
From
September 2018 through March 2022 while at Estée Lauder, Mr. Atwood had strategic oversight for the fragrance category
across that company and operational accountability for several of its fragrance brands. He also had senior level merger and acquisition
(“M&A”) duties, including acquisition integration and brand divestitures/discontinuations. Over his nearly four
years at Estée Lauder, he also drove cross-brand synergies across research and development and supply chain for the fragrance
category. From February 2017 to August 2018, he was an independent consultant as an M&A advisor on multiple fragrance license
acquisitions and also acted as a private investor.
From
1995 to 2017, Mr. Atwood has held several executive positions at Procter & Gamble (“P&G”) in France, Switzerland,
Italy and Germany. His final title at P&G was Divisional CFO of Global Prestige Fragrances, leading a 90 member team, and
ultimately spearheading the divestiture of that division to Coty. Earlier he was CFO Global Markets – Prestige Fragrances,
a business generating over $2 billion in sales, where he headed a globally dispersed team of 60 people supporting the go-to-market
organization (affiliates, Travel Retail and distributors) of the Prestige Division. Before that, he was Global Prestige Director
of Strategic Planning, Licensing and Acquisition shaping and executing the overall business direction and licensing and acquisition
strategy of P&G’s Global Fragrance and Premium skin and cosmetics businesses.
64
Michel
Atwood holds a master’s degree in software engineering from the Institut National des Sciences Appliquées of Lyon,
and a master’s in international finance from HEC Paris, the prestigious French business school. He also earned the designation
of Certified Management Accountant from the Institute of Management Accountants. He has a truly international background, working/living
in France, Switzerland, the U.S., Canada, Turkey and Italy. We believe that Mr. Atwood’s skills and experience in accounting,
international tax, mergers and acquisitions, as well as his knowledge of the fragrance industry, render him qualified to serve
as a member of our board of directors.
Philippe
Santi
Philippe
Santi, age 62, and a Director since December 1999, is the Executive Vice President of Interparfums SA. Mr. Santi, who is a Certified
Accountant and Statutory Auditor in France, was the Chief Financial Officer of Interparfums SA beginning in February 1995 until
November 2023. 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 based operations, render him qualified to serve as a member of our board of directors.
Francois
Heilbronn
Mr.
Heilbronn, age 63, 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
Mr.
Robert Bensoussan, age 66, has been a Director since March 1997 and is also an independent director. Mr. Bensoussan founded Sirius
Equity Consultants, a retail and branded luxury goods investment company. To date, Mr. Bensoussan remains an investor in Hapy
Sweet Bee Ltd, natural health food product.
He
is a member of the Advisory Board of Pictet Bank Premium Brands Fund and sits on the board of Yonderland, Europe’s largest
premium outdoor retailer.
Previously
Mr. Bensoussan was a director of, and had an indirect ownership interest in, J. Choo Limited until July 2011, and was CEO from
2001 to 2007, and was a member of the Board of Jimmy Choo Ltd, from 2001 to 2011, which had been a privately held luxury shoe
wholesaler and retailer. He was previously Chairman of Camaïeu, the French retail conglomerate, a board member of Celio International,
the French retail conglomerate and Vivarte representing the GLG hedge fund. In the latter part of 2019, Mr. Bensoussan resigned
after 6 years as the only non-North American board member of Lululemon Athletica Inc. Following the successful sale in 2021, Mr
Bensoussan stepped down from the board of Feelunique.com, one of Europe’s largest online beauty retailers after serving
for 9 years. Mr. Bensoussan served on the board of SNS, a prominent aspirational streetwear and entertainment hub in addition
to serving on the board of Pronovias, the worldwide leader of wedding dresses.
We
believe Mr. Bensoussan is qualified to serve as a member of our board of directors due to his business and financial acumen and
his experience in the retail and branded luxury goods market.
65
Veronique
Gabai-Pinsky
Ms.
Gabai-Pinsky, age 58, was elected for the first time to our board in September 2017. She became a director of Interparfums, SA
in April 2017. She is currently operating a startup specialty fragrance business, and a director of Lifetime Brands (Nasdaq: LCUT),
which is in the home goods business. She was President of Vera Wang Group from January 2016 through June 2018, after a year of
consulting with the company and she oversaw all product categories and markets. Prior to joining Vera Wang, from 2006 to December
2014, Ms. Gabai-Pinsky was the Global President for Aramis and Designers Fragrances as well as Beauty Bank and Idea Bank at The
Estée Lauder Companies, reporting to the Chief Executive Officer of such company. During her tenure, Ms. Gabai-Pinsky developed
and ensured the growth of several beauty and skin care brands, including Lab Series for Men. She was highly instrumental in the
evolution of the fragrance category for such company, as she improved its overall business model, globally grew brands such as
Donna Karan and Michael Kors, evolved and harmonized the portfolio, divested dilutive brands and brought in Tory Burch, Zegna
and Marni under licenses. She ultimately actively participated in the acquisitions of Le Labo, Frederic Malle, and By Kilian and
assisted in the transformation of the long-term strategic direction of such company.
In
the earlier years of her career, Ms. Gabai-Pinsky served as Vice President of Marketing and Communication for Guerlain, a division
of LVMH Moet Hennessy Louis Vuitton S.A., where she led the successful re-launch of Shalimar, the introduction of Aqua Allegoria,
and contributed to the re-focus of the beauty category around its pillars, Terracotta, Meteorites and Issima, while redesigning
all communication strategies and content. She started her career at L’Oréal, and was also Vice President of Marketing
for Giorgio Armani, where she was instrumental in the overall development of its fragrance business by developing the successful
Acqua di Gio for men and introducing the Emporio Armani franchise. A graduate from ESSEC Business School in Paris, France, she
has received several awards, including Marketer of the Year by Women’s Wear Daily in December 2013.
Ms.
Gabai-Pinksy is an independent director, and is a member of the Audit Committee, Executive Compensation and Stock Option Committee
and the Nominating Committee of our Company. We believe Ms. Gabi-Pinsky is qualified to serve as a member of our board of directors
due to her more than 25 years of experience in the luxury, fashion, beauty and fragrance fields, success as a brand builder, creative
thinker, business acumen, and a broad understanding of consumers, brands and business models.
Gilbert
Harrison
Mr.
Harrison, age 83, 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 Emeritus of the Fashion Division of UJA,
Treasurer and a Board member of the Southampton Hospital, a retired Director of the Peggy Guggenheim Collection, and former Board
member of the Wharton School of the University of Pennsylvania. We believe Mr. Harrison is qualified to serve as a member of our
board of directors due to his tremendous depth and breadth of knowledge about the merchandising and consumer industry, and he
has a long track record of facilitating value-creating transactions for companies in this sector. Mr. Harrison’s autobiography,
Deal Junky , was published in January 2022.
66
Kappauf
Gerard
Kappauf (“Kappauf”), age 62, a director, was born in Madagascar. After studying Classic Literature at the Sorbonne
in Paris, he attended the San Francisco Art Institute on a scholarship and worked as a special effects make-up artist in Los Angeles. Upon
traveling to Paris, Kappauf became interested in fashion and worked at a Jean Paul Gaultier fashion show. Thanks to
this experience, he began to expand his network by meeting emblematic figures in the industry such as Paco Rabanne. While
providing marketing and acquisition consulting services to L’Oréal Group during the tenure of Lindsay Owen Jones
as its Chairman, in a bid for independence and emancipation he founded his own magazine in 1992, Citizen K.
Through Citizen
K, he realized his ambition to launch a major magazine for a wide audience on fashion, luxury, culture, and the art of living,
truly different from the magazines already in existence. Citizen K magazine then became Citizen K International
in 2012, a benchmark in fashion, luxury, and lifestyle. Kappauf expanded the magazine’s offering with the launch
of Citizen K Homme in 2013, and 2014 was the year of change for Citizen K International with a new format and a
fresh look.
In
2016 Kappauf’s launched Citizen K Arabia. This title, distributed in the Middle East, benefits from editorial
development and format adapted to the market. Although 80% of Citizen K International’s editorial content is contained
in Citizen K Arabia, this magazine still features 20% of content tailored to The Emirates and the Middle East. In
2021, Kappauf launched The Kurator, the first a-gender magazine in the Middle East, as a luxury supplement
to Gulf News, the leading daily newspaper in the region.
Founded
in January 1992 by Kappauf, he has been the Chief Executive Officer, and Creative and Editorial Director of the K Groupe since
inception, which owns Citizen K magazines in Paris, as well as Enkore Studio in Dubai. Enkore Studio specializes in visual brand
identity, digital content, storytelling and concept development for the fashion, luxury, beauty, and lifestyle industries. Kappauf
now lives in Dubai and is currently working on projects in India. We believe that Kappauf’s perspective on fashion,
luxury, culture, and the art of living will bring diversity of viewpoints to our Board of Directors.
Frederic
Garcia-Pelayo
Frederic
Garcia-Pelayo, age 61, has been with Interparfums SA for more than the past 20 years. He is currently the Executive Vice President
and Chief Operating Officer of Interparfums SA, and was previously the Director of its Luxury and Fashion division beginning in
March 2005. He was also previously the Director of Marketing and Distribution for Perfume and Cosmetics and was first named Executive
Vice President in 2004.
Section
16(a) Beneficial Ownership Reporting Compliance
Based
solely upon a review of Forms 3, 4 and 5 and any amendments to such forms furnished to us, and written representations from various
reporting persons furnished to us, we are not aware of any reporting person who has failed to file the reports required to be
filed under Section 16(a) of the Securities Exchange Act of 1934 on a timely basis.
Insider
Trading Policy
The
use of material non-public information in securities transactions (“Insider Trading”) or the communication of such
information to others who use it in securities trading (“Tipping”) violates the federal securities laws. Such violations
are likely to result in harsh consequences for the individuals involved including exposure to investigations by the SEC, criminal
and civil prosecution, disgorgement of any profits realized or losses avoided through use of the non-public information and penalties
equal to three times such profits or losses. Further, Insider Trading violations expose the Company, its management, and other
personnel acting in supervisory capacities to potential civil liabilities and penalties for the actions of employees under their
control who engage in Insider Trading violations.
67
If
a director, officer or employee of our Company is aware of material information relating to the Company, which has not yet been
made available to the public for at least two (2) full business days, then such person is prohibited by law as well as by Company
policy from trading in the Company’s shares or directly or indirectly disclosing such information to any other persons so
that they may trade in the Company’s shares. It is difficult to describe what constitutes “material” information,
but one should assume that any information, positive or negative, which might be of significance to an investor in determining
whether to purchase, sell or hold our stock, would be material.
Information
may be significant for this purpose even if it would not alone determine the investor’s decision. Examples include a potential
business acquisition, internal financial information which departs in any way from what the market would expect, important product
developments, the acquisition or loss of a major contract, or an important financing transaction. We emphasize that this list
is not meant to be exhaustive, but merely illustrative.
Not
only is it illegal to engage in Insider Trading or convey such information to others in breach of a duty, it is also generally
illegal to “tip” such information to others who may trade in the securities involved or to recommend the purchase
or sale of securities to others while you are in possession of such information. It is the policy of the Company that one should
never trade while in possession of material, non-public information or tip or communicate such information to others without first
receiving authorization from the Company or our counsel. This policy applies to your personal transactions and those indirectly
through a spouse, friend, corporation or other entity. This applies to the securities of the Company and of other corporations.
Thus, if in the course of the Company’s business, a person learns of material non-public information concerning another
corporation (such as a customer or supplier) you should abstain from trading in that corporation’s securities.
Further,
this policy applies to securities transactions by individuals who reside in the same household with directors, officers and employees
of the Company. Strict compliance with these policies and procedures is expected of all directors, officers and employees and
members of their households, and any infringement thereof may result in sanctions, up to and including, termination of office
or employment.
Insider
Trading Procedure
In
addition, to avoid the appearance of impropriety, no trading in the Company’s securities is permitted to take place without
compliance with the following rules.
● The
person who intends to trade in the Company’s securities must first contact the Chief Financial Officer of Inter Parfums,
Inc., prior to any contemplated purchase or sale.
● There
shall be no trading in the Company’s securities by Company personnel
within
ten (10) full business days before the earlier of
(i)
the issuance of a press release by the Company concerning its periodic financial information, which occurs approximately five
(5) to ten (10) business days before the filing with the SEC of the Company’s periodic reports, which are due no later than
March 1, May 10, August 9 and November 9 of each year, or
(ii)
the actual filing of such periodic reports; and
until
two (2) full business days AFTER the actual filing of such periodic reports.
● There
shall also be no trading in the Company’s securities until not less than two (2) full business days after the release of
any other press release or filing with the SEC of a Current Report on Form 8-K by the Company.
● In
no event shall there be any trading in the Company’s securities by Company personnel without the prior consent from the
Company.
68
Anti-Hedging
Policy
Under
the terms of our Anti-Hedging Policy, no officers, employees or members of our board of directors (and their respective family
members or any affiliated entities) may engage in hedging or monetization transactions involving our securities, including buying
any financial instrument or entering into any transaction that may offset any potential decrease in the market value of stock
options or similar security that is granted as compensation. This policy also prohibits all actions to avoid any downward price
of such compensation award. This same prohibition applies as well to any other person or company who is holding such equity security
for the benefit of our employees, officers, directors or family members. This policy is not intended to prohibit the exercise
of our stock options granted under our stock option plans.
Option
Grants Policy and Practice
Option
grants to officers and employees have historically been granted on the last business day of the calendar year, as the board believes
that as a general rule, there should not be any material non-public information available at that time of year. However, no options
were granted during in years 2021, 2022 and 2023 to any executive officers, other than Michel Atwood, who received an option grant
to purchase 5,000 shares on December 30, 2022 as part of his initial compensation package, and 4,000 shares on December 29, 2023,
the last day of both calendar years. Options have historically been granted at the fair market value on the date of grant with
a 6-year term, and vested 20% each year after the first year on a cumulative basis. Options granted to officers and employees
terminate upon the termination of association with the Company, for other than death or permanent disability.
Historically,
options were granted to independent directors on the first business day of February of each year in accordance with our stock
option plan. As the option grant date and number of shares underlying options were determined in our stock option plan, there
would be no room for manipulation. As previously reported, in 2022 our board cancelled the automatic option grant on February
1, 2022 in view of determining an alternate form of compensation for the independent directors. However, after discussions with
certain financial consultants relating to potential compensation plans in lieu of stock option grants to its independent directors,
it was determined that the most favorable way for the independent directors to be compensated was to amend our stock option plan
to reinstate the automatic grant of stock options. Accordingly, our board authorized a new automatic grant to our independent
directors commencing on the last business day December 30, 2022 to coincide with the historic grant date to officers and employees
and continuing on the last business day of each year thereafter, which was approved by our shareholders at the 2023 annual meeting.
Clawback
Policy for Erroneously Awarded Executive Compensation
Our
Board of Directors has adopted a policy for the recovery of the award of erroneously awarded incentive compensation for our executive
officers (the “Recovery Policy”). If the Company is required to prepare an accounting restatement due to the material
noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement
to correct an error in previously issued financial statements that is material to the previously issued financial statements,
or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current
period, then, in accordance with the provisions of this Recovery Policy, the Company will recover reasonably promptly the amount
of all Erroneously Awarded Compensation from its executive officers, as defined below.
The
term “Erroneously Awarded Compensation” is defined in the Recovery Policy as the amount of incentive-based compensation
that exceeds the amount of incentive-based compensation that otherwise would have been received had it been determined based on
the restated amounts, and computed without regard to any tax liability. For incentive-based compensation based on stock price
or total shareholder return, where the amount of erroneously awarded compensation is not subject to mathematical recalculation
directly from the information in an accounting restatement, the amount must be based on a reasonable estimate of the effect of
the accounting restatement on the stock price or total shareholder return upon which the incentive-based compensation was received.
69
The
Recovery Policy applies to all incentive-based compensation received by an executive officer during the three (3) completed fiscal
years immediately preceding the date that the Company is required to prepare an accounting restatement, for all incentive-based
compensation received by executive officers on or after October 2, 2023.
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 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, took the initiative after discussions with Mr. Atwood, the Chief Financial Officer and board
member, and recommended executive compensation levels for executives for United States operations. Mr. Benacin, the Chief Executive
Officer of Interparfums SA, took the initiative after discussions with Philippe Santi, the Executive Vice President of Interparfums
SA, and recommended executive compensation levels for executives for European based 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 September 2023 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. During 2023, the members of such committee initially consisted of Messrs. Francois Heilbronn
and Patrick Choël, and Ms. Gabai-Pinsky. Mr. Choël retired in September 2023, and was replaced by Mr. Robert Bensoussan.
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.
70
Our named executive
officers have all been with the Company for more than the past ten (10) years, other than Mr. Atwood who joined our Company in
September 2022, with Messrs. Madar and Benacin being founders of the Company. As Messrs. Madar and Atwood, the Chief Financial
Officer, and Benacin and Santi for European based operations, were most familiar with the individual performance, level of responsibility,
skills and experience of each executive officer in their respective operating based operations, 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 based operations. As such, as a general rule the Compensation Committee did not determine the need to
benchmark any material item of compensation or overall compensation.
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. Ms. Gabai-Pinsky,
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. Mr. Bensoussan, the final committee
member who replaced Mr. Patrick Choel, who retired in September 2023, was previously a member of the boards of lululemon athletica
Inc., Feelunique.com, one of Europe’s largest online beauty retailers, and Jimmy Choo Ltd, from 2001 to 2011.
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 Atwood for United States based operations, and Messrs. Benacin and Santi for European based
operations, were most familiar with the individual performance, level of responsibility, skills and experience of each executive
officer in their respective based operations, the committee relied upon the information provided by such executive officers in
determining individual performance, level of responsibility, skills and experience of each executive officer.
For
executive officers of United States based 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 based 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 based operations for several years, principally
because European based operations historically have had higher profitability than United States operations, and European based
operations are run differently from United States operations by the Chief Executive Officer of European based operations, Mr.
Benacin. As the result of this historically higher profitability, European based 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 based 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.
71
For
2023, Mr. Benacin received a base salary of $795,000, as compared to 2022, when he received a base salary of $756,000. In addition,
Mr. Benacin’s holding company received $250,000 paid by the Company’s United States based operations, which is included
in the calculation of his base salary for each of those years. This same consulting fee has been paid for more than 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 based 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 based operations.
As
Mr. Benacin values the services of two named executive officers of Interparfums SA, Mr. Philippe Santi, Executive Vice President,
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 2023, the base
salary of each of Messrs. Santi and Garcia-Pelayo was €458,000, a nominal increase of €26,000. In 2022, the base salary
of each of Messrs. Santi and Garcia-Pelayo was €432,000, an increase of €24,000 from 2021. Such increases were nominal,
as compared to bonus compensation, as discussed later in the section. The Compensation Committee considered the recommendations
of Mr. Benacin, results of operations for the year, as well as the services performed for European based operations by Messrs.
Santi and Garcia-Pelayo in authorizing these salary levels.
A different approach is taken for United States based operations as that based operations 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 based
operations have employment agreements (although Mr. Madar’s personal holding company has a consulting agreement that provides
for review on an annual basis of the amount of compensation payable to such company), as we believe that having flexibility in
structuring annual base salary is a benefit, which permits us to act quickly to meet a changing economic environment.
As
previously reported, from 2013 until 2019 the annual aggregate base salary paid to Mr. Madar individually and fees paid to his
holding company remained unchanged at $630,000, which was substantially below the amounts indicated by two surveys of chief executive
officer salaries for 2019 (collectively the “CEO Salary Surveys”). The CEO Salary Surveys indicated that the annual
and median average CEO salaries for peer companies (excluding the Madar salary) were $2,854,656 and $1,540,000, respectively,
and $2,604,346 and $1,750,000 for comparable market capitalization companies, respectively. In recognition of the efforts of Mr.
Madar and his holding company as one of the prime causes for our substantial increase in net sales and net income, as well as
market capitalization from 2014 through 2019, thus substantially increasing shareholder value, on February 4, 2020 the Compensation
Committee jointly authorized the aggregate annual increase in the fees paid to Mr. Madar’s holding company, which are attributed
to Mr. Madar as base salary, by $600,000 to $1.23 million effective as of January 1, 2020. For 2023 Mr. Madar’s Holding
Company received an increase in its management fees to $2 million, after not receiving an increase in 2022 and 2021.
Mr.
Atwood, who became the Chief Financial Officer in September 2022 after the retirement of the former Chief Financial Officer, was
granted a $500,000 annual base salary, as well as a signing bonus of $100,000 that was paid in September 2022. An additional bonus
of $50,000 was also paid in December 2022 for the September-December period. For 2023, Mr. Atwood received an increase in base
salary to $525,000. The Compensation Committee considered the following material factors in approving the base salary of Mr. Atwood
for 2023: his individual performances, level of responsibilities, and skill, as well as the recommendation of the Chief Executive
Officer.
72
Bonus
Compensation/Annual Incentives
In recognition
of the 2023 record setting performance in both sales and earnings of Interparfums SA, our French operating subsidiary, Mr. Benacin
received a bonus of $216,000, and in recognition of the Company’s turnaround from the effects of the COVID-19 Pandemic,
supply chain disruptions and geopolitical turmoil in 2022 and record results in 2022, and after the recommendations of Messrs.
Madar and Benacin, the Compensation Committee determined that Mr. Benacin receive a bonus of $211,000. Also, in recognition of
record results in 2021 while dealing with the effects of the COVID-19 Pandemic, supply chain disruptions and geopolitical turmoil,
and after the recommendations of Messrs. Madar and Benacin, the Compensation Committee determined that Mr. Benacin receive a bonus
of $166,000. Discretionary bonus compensation for Mr. Benacin has been approximately 27%, 28%, and 30% of his base salary in 2023,
2022, and 2021, respectively.
In
addition, the Compensation Committee agreed with the recommendation of Mr. Benacin and the contributions made by Messrs. Santi
and Garcia-Pelayo to the Company’s success and growth. Bonus compensation for Messrs. Santi and Garcia-Pelayo have remained
in lockstep, and each was awarded a discretionary bonus of $458,000, $437,000, and $378,000 in 2023, 2022, 2021, respectively,
or 92%, 96%, and 78% of their base salary for those years.
A
different approach is taken for United States based operations as that based operations 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 based operations with a lesser emphasis placed on bonuses.
In
2022, the former Chief Financial Officer retired and did not receive a discretionary bonus. Mr. Atwood, who became the Chief Financial
Officer in September 2022 after the retirement of the former Chief Financial Officer, received a sign on bonus of $100,000. His
compensation arrangement also entitles him to a guaranteed annual bonus of $100,000, as well as a $100,000 bonus based upon achieving
certain milestones. For 2022, Mr. Atwood received his $100,000 sign on bonus and $50,000 pro-rated performance bonus related to
the September-December period. For 2023, Mr. Atwood received a discretionary bonus of $125,000. The Compensation Committee considered
the same factors in granting these two bonuses as in approving his annual base salary.
Jean
Madar Holding SAS, the management company beneficially owned by 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 based 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 $37,603.
Calculation
of the total annual benefits contribution is made according to the following formula:
50%
of (Interparfums SA net income, less 2.5% of shareholders’ equity without net income for the year) times a fraction, the
numerator of which is wages, and the denominator of which is net income before tax + wages + taxes (other than income tax) + valuation
allowances + amortization expenses + interest expenses.
Contribution
to individual employees is then made pro rata based upon their individual salaries for the year.
Long-Term
Incentives
Stock Options .
In prior years, we had linked long-term incentives with corporate performance through the grant of stock options. However, no options
were granted in 2021 or 2020 to either employees of United States based operations or European based operations, as other compensation
arrangements were being considered as part of a review of the executive compensation strategy. In December 2023, at the recommendation
of the Chief Executive Officer, the Compensation Committee authorized the grant of a stock option to purchase 4,000 shares to Mr.
Atwood who had received a stock option to purchase 5,000 shares in December 2022, both at the fair market value on the dates of
grant, as part of his long-term incentives. Unless the market price of our common stock increases, Mr. Atwood will have no tangible
benefit from this option. Thus, the option holder is provided with the additional incentive to increase individual performance
with the ultimate goal of increasing our overall performance. We believe that enhanced executive incentives that result in increased
corporate performance tend to build company loyalty. No other stock option grants were made to other executive officers in 2023
or 2022, including Messrs. Jean Madar and Philippe Benacin.
73
Interparfums
SA Stock Compensation Plans
2023
- No shares were granted to any employees or corporate officers during 2023.
2022
Free Share Plan – On March 16, 2022, the Board of Interparfums SA (“IPSA”) decided to grant 88,400 free
shares of its capital stock to all of the IPSA’s employees and corporate officers having more than 6 months seniority at
the grant date. The free shares are to be issued in June 2025. Issuance of those shares is based on satisfaction of performance
conditions, relating to the 2024 IPSA sales for 50% of the shares and 2024 operating income for the balance.
IPSA
used the services of third party to assist them in the valuation of the plan, with the calculations and assumptions as follows:
- Management
expects the rate of staff turnover to be 12%,
- Using
the Monte Carlo method, management expects the performance rate to be 80% on the consolidated
sales and 80.8% on the consolidated operating income.
- As
of December 31, 2022 management has updated its expectation related to the performance
rate to be 100% for both consolidated sales and consolidated operating income based
on the above assumptions, the total expenses related to this plan are valued at $4.1 million.
As
of December 31, 2023:
- 87,609
shares of IPSA Capital Stock, representing $4.1 million were purchased in the open market
and allocated to this plan.
$1.4
million of expense was recorded (or $1.6 million including social contributions).
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, were distributed in June 2022. Under this plan in
June 2022, Messrs. Benacin, Madar, Garcia Pelayo and Santi received 4,000 shares each (5,857 shares as adjusted for stock splits).
In
June 2020, the performance conditions were modified effecting 96 employees. As of December 31, 2021, the number of shares to be
distributed, after forfeited shares and adjusted for stock splits, increased to 172,343. The increase in shares anticipated to
be distributed were transferred from treasury shares at the Interparfums SA level. The modification resulted in a revised cost
of the grant to approximately $4.6 million.
In
connection with the 2019 Plan referred to above, an incentive plan was established by Interparfums SA for certain employees of
Interparfums Luxury Brands, Inc. (“IPLB”), Interparfums Singapore (“IP Singapore”) and Inter Parfums,
Inc. The proposed incentive plan would not provide shares but rather, would give a cash payment or bonus (“incentive”
or “award”) that mirrors the shares that Interparfums SA employees will receive. An aggregate of 42,140 “phantom”
shares have been awarded in 2022, with Mr. Greenberg, the former Chief Financial Officer being awarded 1,000 of such “phantom”
shares, all subject to adjustment for stock splits, with a value of approximately $69,839.
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.
74
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 2022 and 2019 Stock Compensation Plans as discussed above.
Other
Compensation
For
2023, each of Messrs. Benacin and Garcia-Pelayo received an automobile allowance of $11,678.
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 based operations. Commencing in October 2021 we started matching the first 50% of the
first 6% of contributions made by each employee on an annual basis, as we have determined that base compensation together with
annual bonuses, are sufficient incentives to retain talented employees. Our European based operations maintain a pension plan
for its employees as required by French law. For each of 2023, 2022, and 2021, each of Messrs. Benacin, Santi and Garcia-Pelayo
received an increase of $17,600, $16,006 and $17,773, respectively, in their value of deferred compensation earnings.
Compensation
Committee Report
We
have reviewed and discussed with management the Compensation Discussion and Analysis provisions to be included in this Annual
Report on Form 10-K for fiscal year ended December 31, 2023 and the proxy statement for the upcoming annual meeting of shareholders.
Based on this review and discussion, we recommend to the board of directors that the Compensation Discussion and Analysis referred
to above be included in this Annual Report on Form 10-K as well as the proxy statement for the upcoming annual meeting of shareholders.
Francois
Heilbronn
Veronique
Gabai-Pinsky and
Robert
Bensoussan
75
The
following table sets forth a summary of all compensation awarded to, earned by or paid to our “named executive officers,”
who are our principal executive officer, our principal financial officer, and each of the three most highly compensated executive
officers of our company. This table covers all such compensation during fiscal years ended December 31, 2023, December 31, 2022
and December 31, 2021. For all compensation related matters disclosed in the summary compensation table, and elsewhere where applicable,
all amounts paid in euro have been converted to U.S. dollars at the average rate of exchange in each year.
SUMMARY
COMPENSATION TABLE
Name
and Principal Position
Year
Salary
($)
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, (4)
2023
2,000,000
-0-
-0-
-0-
-0-
-0-
-0-
2,000,000
Chairman and
2022
1,230,000
-0-
-0-
-0-
-0-
-0-
-0-
1,230,000
Chief Executive
Officer
2021
1,230,000
-0-
157,603
-0-
-0-
-0-
-0-
1,387,603
Michel Atwood (5)
2023
525,000
125,000
-0-
140,327
-0-
-0-
-0-
790,327
Chief Financial
Officer
2022
161,218
150,000
-0-
101,814
-0-
-0-
-0-
413,032
Russell Greenberg,
(5)
2022
750,000
-0-
-0-
-0-
-0-
-0-
-0-
750,000
Former Chief Financial
Officer and
2021
720,000
70,000
-0-
-0-
-0-
-0-
-0-
790,000
Executive Vice
President
Philippe Benacin,
President Inter
2023
794,975
216,260
-0-
-0-
-0-
17,600
11,678
1,040,513
Parfums, Inc.,
Chief Executive
2022
755,440
210,600
139,077
-0-
-0-
16,006
11,372
1,132,495
Officer of Interparfums
SA
2021
803,504
165,578
-0-
-0-
-0-
17,733
12,774
999,589
Philippe Santi,
Executive Vice
2023
495,668
457,714
-0-
-0-
37,603
17,600
-0-
1,008,585
President, Interparfums
SA
2022
454,896
436,995
139,077
-0-
32,485
16,006
-0-
1,079,459
2021
482,542
378,464
-0-
-0-
34,940
17,733
-0-
913,679
Frédéric
Garcia-Pelayo,
2023
495,668
457,714
-0-
-0-
37,603
17,600
11,678
1,020,263
Executive Vice
President and
2022
454,896
436,995
139,077
-0-
32,485
16,006
11,372
1,090,831
Chief Operating
Officer Interparfums SA
2021
482,542
378,464
-0-
-0-
34,940
17,733
12,774
926,453
76
1
Amounts reflected
under Option Awards represent the grant date fair values in 2023, 2022 and 2021 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, 2023 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 based 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 $37,603.
Calculation
of total annual benefits contribution is made according to the following formula:
50%
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 2023, 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.
4
Represents fees
paid to Jean Madar Holding SAS in accordance with a Supervising and Coordinating Service Agreement, as amended.
5
Mr. Atwood replaced
Mr. Greenberg on September 6, 2022, who retired in September 2022. Mr. Atwood’s base salary in 2022 was prorated
from $500,000, annually.
Name
and Principal Position
Perquisites
and other
Personal
Benefits
($)
Personal
Automobile
Expense
($)
Lodging
Expense
($)
Total
($)
Jean Madar, Chairman
Chief Executive Officer
-0-
-0-
-0-
-0-
Michel Atwood, Chief Financial Officer
-0-
-0-
-0-
-0-
Philippe Benacin, President of Inter
Parfums, Inc. and Chief Executive
Officer of Interparfums SA
-0-
11,678
-0-
11,678
Philippe Santi,
Executive Vice President and Chief
Financial Officer, Interparfums SA
-0-
-0-
-0-
-0-
Frédéric Garcia-Pelayo,
Executive Vice President and
Chief Operating Officer,
Interparfums SA
-0-
11,678
-0-
11,678
77
Plan
based Awards
The
following table sets certain information relating to each grant of an award made by our company to the executive officers of our
company listed in the Summary Compensation Table during the past fiscal year.
Grants
of Plan-based Awards
Name
Grant
Date
Estimated
Future Payouts Under
Non-Equity Incentive Plan Awards
Estimated
Future Payouts Under
Equity Incentive Plan Awards
All
Other Stock Awards:
Number of Shares of Stock or
All
Other Option Awards:
Number of Securities Underlying
Exercise
or Base Price of Option
Closing
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
Units
(#)
Options
(#)
Awards
($/Sh)
Price
($/Sh)
Jean Madar
NA
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
NA
NA
Michel
Atwood
-0-
-0-
-0-
-0-
-0-
-0-
-0-
4,000
$147.41
$144.01
Philippe Benacin
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
NA
NA
Philippe Santi
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
NA
NA
Frédéric Garcia-Pelayo
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
NA
NA
NA
means not applicable.
78
Interparfums
SA Stock Compensation Plan
No
awards were granted in 2023 by Interparfums SA under its Stock Compensation Plan.
Interparfums
SA Profit Sharing Plan
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 based 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 $37,603.
Calculation
of total annual benefits contribution is made according to the following formula:
50%
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.
The
following table sets certain information relating to each grant of a non-equity award made by Interparfums SA to the executive
officers of our company listed in the Summary Compensation Table during the past fiscal year. Equity awards relate to the shares
of Interparfums SA.
Name
Plan
Name
Amount
Awarded
Jean Madar
NA
$0
Michel Atwood
NA
$0
Philippe Benacin
NA
$0
Philippe Santi
Interparfums SA Profit Sharing Plan
$37,603
Frédéric Garcia-Pelayo
Interparfums SA Profit Sharing Plan
$37,603
Outstanding
Equity Awards at Fiscal Year-End
The
following table sets forth certain information relating to outstanding equity awards of our Company held by the executive officers
listed in the Summary Compensation Table as of December 31, 2023.
Option
Awards
Name
Number
of
Securities
Underlying
Unexercised
Options (#)
Exercisable (1)
Number
of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
Option
Exercise
Price ($)
Option
Expiration
Date
Jean Madar
25,000
(2)
0
(2)
0
65.25
12/30/24
20,000
(2)
5,000
(2)
0
73.09
12/30/25
Michel Atwood
1,000
4,000
0
97.84
12/30/28
0
4,000
0
147.71
12/28/29
Philippe Benacin
25,000
(2)
0
(2)
0
65.25
12/30/24
20,000
(2)
5,000
(2)
0
73.09
12/30/25
Philippe Santi
2,000
0
0
65.25
12/30/24
2,000
2,000
0
73.09
12/30/25
Frédéric Garcia-Pelayo
2,000
0
0
65.25
12/30/24
2,000
2,000
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.
79
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($)
Jean Madar
-0-
0
-0-
NA
NA
3,630
182,952
-0-
-0-
Michel
Atwood
-0-
0
-0-
NA
NA
-0-
-0-
-0-
-0-
Philippe Benacin
-0-
0
-0-
NA
NA
3,630
182,952
-0-
-0-
Philippe Santi
-0-
0
-0-
NA
NA
7,260
365,904
-0-
-0-
Frédéric
Garcia-Pelayo
-0-
0
-0-
NA
NA
7,260
365,904
-0-
-0-
1
Estimated number of shares are to be issued only to the extent that the performance conditions have been met.
2
As of December 31, 2023, the closing price of Interparfums SA as reported by the Euronext was 50.40 euros, and the exchange rate
was 1.08 U.S. dollars to 1 euro.
80
Option
Exercises and Stock Vested
The
following table sets forth certain information relating to each option exercise affected during the past fiscal year, and each
vesting of stock, including restricted stock, restricted stock units and similar instruments of our company during the past fiscal
year, for the executive officers of our company listed in the Summary Compensation Table.
OPTION
EXERCISES AND STOCK VESTED
Option
Awards
Stock
Awards
Name
Number
of Shares
Acquired on
Exercise
(#)
Value
Realized on
Exercise
($) 1
Number
of Shares
Acquired on
Vesting
(#)
Value
Realized On
Vesting
($)
Jean Madar
25,000
2,432,417
-0-
-0-
Michel Atwood
-0-
-0-
-0-
-0-
Russell Greenberg
25,000
1,425,609
-0-
-0-
Philippe Benacin
25,000
2,542,813
-0-
-0-
Philippe Santi
9,200
459,701
-0-
-0-
Frédéric
Garcia-Pelayo
12,000
616,728
-0-
-0-
[Footnotes
from table above]
1
Total value realized
on exercise of options in dollars is based upon the difference between the fair market value of the common stock on the date
of exercise, and the exercise price of the option.
Regarding
Interparfums SA, our majority-owned French subsidiary which has its shares traded on the Euronext, no options were exercised during
the past fiscal year, and there was no vesting of stock, including restricted stock, restricted stock units and similar instruments
during the past fiscal year, for the executive officers of our company listed in the Summary Compensation Table.
Pension
Benefits
The
following table sets forth certain information relating to payment of benefits in connection with retirement plans during the
past fiscal year, for the executive officers of our company listed in the Summary Compensation Table.
PENSION
BENEFITS
Name
Plan
Name
Number
of Years
Credited
Service
(#)
Present
Value of
Accumulated
Benefit*
($)
Payments
During
Last Fiscal
Year
($)
Jean Madar
NA
NA
-0-
-0-
Michel Atwood
NA
NA
-0-
-0-
Philippe
Benacin
Inter
Parfums SA Pension Plan
NA
348,839
17,600
Philippe
Santi
Inter
Parfums SA Pension Plan
NA
348,839
17,600
Frédéric
Garcia-Pelayo
Inter
Parfums SA Pension Plan
NA
348,839
17,600
*
Does not include
any contributions made by prior employers, or individually by the recipients as such information is confidential under French
law.
81
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 3% 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 3.8%.
The
normal retirement age is 65 years, but employees, including Messrs. Benacin, Santi and Garcia-Pelayo, can collect reduced benefits
if they retire at age 62.
Nonqualified
Deferred Compensation
We
do not maintain any nonqualified deferred compensation plans.
CEO
Pay Ratio
As
required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K,
we are providing the following information about the relationship of the annual total compensation of our mean employee and the
annual total compensation of Mr. Jean Madar, Chief Executive Officer (the “CEO”):
For
2023, our last completed fiscal year:
●
Our
median employee’s compensation was $72,274
●
Our
Chief Executive Officer’s total 2023 compensation was $4,432,417
●
Accordingly,
our 2023 CEO to Median Employee Pay Ratio was 61.33 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, 2023 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, 2023.
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.
82
Employment
and Service/Consulting Agreements
Please
see our Annual Report on Form 10-K for the year ended December 31, 2021, Item 11 under the heading “ Employment
and Consulting Agreements ” for the material terms of the employment agreement with Philippe Benacin,
individually, and the consulting agreement and fees previously granted to, Philippe Benacin Holding SAS, which is
incorporated by reference herein.
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
26,000
-0-
52,623
-0-
-0-
71,300
149,923
Robert Bensoussan 3
23,000
-0-
52,623
-0-
-0-
65,548
141,171
Patrick Choël 4
23,000
-0-
-0-
-0-
-0-
214,775
237,775
Michel Dyens 5
15,000
-0-
-0-
-0-
-0-
266,972
281,972
Veronique Gabai-Pinsky 6
23,000
-0-
52,623
-0-
-0-
73,093
148,716
Gilbert Harrison 7
9,000
-0-
52,623
-0-
-0-
243,155
304,778
Kappauf 8
3,000
-0-
52,623
-0-
-0-
-0-
55,623
[Footnotes
from table above]
1.
Represents gain
from exercise of stock options, except for Mr. Harrison, which includes a $60,000 payment made in 2023 to the company controlled
by Mr. Harrison in connection with the acquisition of the Donna Karan license. See “Fee for Director’s Company”
in Item 13, Certain Relationships and Related Transactions, and Director Independence, in this annual report on Form 10-K.
2.
As of the end of
the last fiscal year, Mr. Heilbronn held options to purchase an aggregate of 7,000 shares of our common stock.
3.
As of the end of
the last fiscal year, Mr. Bensoussan held options to purchase an aggregate of 7,000 shares of our common stock.
4.
As of the end of
the last fiscal year, Mr. Choël held options to purchase an aggregate of no shares of our common stock.
5.
As of the end of
the last fiscal year, Mr. Dyens held options to purchase an aggregate of no shares of our common stock.
6.
As of the end of
the last fiscal year, Ms. Gabai-Pinsky held options to purchase an aggregate of 6,000 shares of our common stock.
7.
As of the end of
the last fiscal year, Mr. Harrison held options to purchase an aggregate of 7,000 shares of our common stock.
8.
As of the end of
the last fiscal year, Kappauf held options to purchase an aggregate of 1,500 shares of our common stock.
83
All
nonemployee directors receive $6,000 for each board meeting at which they participate in person, and $3,000 for each meeting held
by conference telephone. In addition, the annual fee for each member of the audit committee is $8,000. The compensation for the
nonemployee directors remained the same for 2021, 2022, and 2023, except for Mr. Harrison. During 2021, a company owned by Mr.
Harrison received a fee equal to $300,000, in connection with the Donna Karan license agreement, which is effective on July 1,
2022. A payment of $120,000 was made in 2021 to Mr. Harrison’s company, $120,000 was paid one year later in 2022, and $60,000
was paid one year thereafter in 2023.
We
maintain a stock option plan for our nonemployee or independent directors. The purpose of this plan is to assist us in attracting
and retaining key directors who are responsible for continuing the growth and success of our company. Under such plan, options
to purchase 1,500 shares are granted on the last business day of each year at the fair market value on the date of grant to all
nonemployee directors for as long as each is a nonemployee director on such date. Such options vest and become exercisable to
purchase shares of Common Stock as follows: 20% one year after the date of grant, and then 20% on each of the second, third, fourth
and fifth consecutive years from the date of grant on a cumulative basis, so that each option shall become fully vested and exercisable
on the first day of the sixth year from the date of grant. However, if a nonemployee director does not attend certain of the board
meetings, then such option grants are reduced according to a schedule.
84
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The
following table sets forth information with respect to the beneficial ownership of our common stock by (a) each person we know
to be the beneficial owner of more than 5% of our outstanding common stock, (b) our executive officers and directors and (c) all
of our directors and officers as a group. Messrs. Madar and Benacin own 99.99% of their respective personal holding companies.
As of February 27, 2024, we had 32,021,700 shares of common stock outstanding.
Name
and Address of Beneficial Owner
Amount
of
Beneficial
Ownership 1
Approximate
Percent of
Class
Jean Madar
Jean Madar Holding SAS
166 rue du Faubourg Saint-Honoré
75008 Paris, France
7,104,841
2
22.2
%
Philippe Benacin
Interparfums SA
10 rue de Solférino
75007 Paris, France
6,916,064
3
21.6
%
Michel Atwood
c/o Inter Parfums, Inc.
551 Fifth Avenue
New York, NY 10176
1,000
4
Less than 1
%
Philippe Santi
Interparfums SA
10 rue de Solférino
75008, Paris, France
0
NA
Francois Heilbronn
60 Avenue de Breteuil
75007 Paris, France
29,238
5
Less than 1
%
Robert Bensoussan
c/o Sirius Equity LLP
52 Brook Street
W1K 5DS London, UK
11,675
6
Less than 1
%
Veronique Gabai-Pinsky
200 East End Avenue
New York, NY 10128
2,175
7
Less
than 1
%
Gilbert Harrison
Harrison Group
239 Ox Pasture Road
South Hampton, NY 11968
3,175
8
Less than 1
%
Gerard
Kappauf
Jumeirah
1
30th
C Street, Villa 76
Dubai,
United Arab Emirates
-0-
Less than 1
%
Frederic Garcia-Pelayo
Interparfums SA
10 rue de Solférino
75008, Paris, France
12,000
9
Less than 1
%
Blackrock, Inc.
55 East 52 nd Street
New York, NY 10055
2,806,336
10
8.8
%
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
2,204,470
11
6.9
%
All Directors and Officers
(As a Group 10 Persons)
14,072,718
12
43.9
%
1
All shares of common
stock are directly held with sole voting power and sole power to dispose, unless otherwise stated. Options which are exercisable
within 60 days are included in beneficial ownership calculations.
2
Consists of 10,500
shares held directly, 7,049,341 shares held indirectly through Jean Madar Holding SAS, a personal holding company, and options
to purchase 45,000 shares.
3
Consists of 6,871,064
shares held indirectly through Philippe Benacin Holding SAS, a personal holding company, and options to purchase 45,000 shares.
4
Consists of shares
of common stock underlying options for Mr. Atwood.
5
Consists of 27,063
shares held directly and options to purchase 2,175 shares for Mr. Heilbronn.
6
Consists of 9,500
shares held directly and options to purchase 2,175 shares for Mr. Bensoussan.
7
Consists of shares
of common stock underlying options for Ms. Gabai-Pinsky.
8
Consists of 1,000
shares held directly and 2,175 shares of common stock underlying options for Mr. Harrison.
9
Consists of shares
of common stock underlying options for Mr. Garcia-Pelayo.
10
Information based
upon Schedule 13G of Blackrock, Inc. Amendment No. 1 dated January 25, 2024 as filed with the Securities and Exchange Commission.
11
Information
based upon Schedule 13G Amendment No. 7 of The Vanguard Group, an investment advisor, dated February 13, 2024 as filed with
the Securities and Exchange Commission.
12
Consists of 13,969,018
shares held directly or indirectly, and options to purchase 103,700 shares.
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
308,970
$86.52
537,365
Equity compensation
plans not approved by security holders
-0-
N/A
-0-
Total
308,970
$86.52
537,365
85
Item
13. Certain Relationships and Related Transactions, and Director Independence
Transactions
with European Subsidiaries
We
also provide (or had provided on our behalf) certain financial, accounting and legal services for Interparfums SA, and during
2023, 2022, and 2021, and fees for such services were $530,000, $491,300, and $443,625, respectively.
In
September 2023, Interparfums Luxury Brands, Inc. an indirect majority-owned subsidiary of the Company, loaned the Company the
amount of $20 million, which is repayable $5 million per month starting in May 2024 with the last payment including all accrued
interest at 5.3% per annum. In December 2023, Interparfums Luxury Brands, Inc. made a second loan to the Company in the amount
of $12 million, which is repayable in May 2024 with interest at 5.3% per annum. These loans partially funded our share repurchase
plan during 2023 and cash dividend payments.
In
September 2022, Interparfums Luxury Brands, Inc. loaned the Company $10 million, which was repayable in one lump sum on June 30,
2023 with interest at 3.5% per annum. In addition, the $2 million payment due on September 30, 2022 by the Company against the
loan made in September 2021 was postponed to January 31, 2023 together with interest at 2% per annum. These two loans were repaid
in full in 2023.
Fee
for Director’s Company
In
connection with the acquisition of the Donna Karan license, which became effective on July 1, 2022 as discussed above, we agreed
to pay to a company controlled by Mr. Gilbert Harrison, a director, the sum of $300,000, payable over time, with $120,000 paid
in 2021, $120,000 paid one year later in 2022 and $60,000 paid two years later in 2023.
Management
and Consulting Agreements
In
April 2023, our Board of Directors approved an amendment to the Coordinating and Supervising Service Agreement (“Service
Agreement”) that amended the fee arrangement Jean Madar Holding SAS, which replaced a prior agreement that was initially
entered into in 2013, as amended. The amendment to the Service Agreement was previously approved by the Executive Compensation
and Stock Option Committee, as well as the Audit Committee due to the related party nature of the Service Agreement. The aggregate
increase in fees payable to Jean Madar Holding SAS is from $1.23 million to $2.0 million on an annual basis, effective as of January
1, 2023. Further, as requested by Jean Madar Holding SAS, effective April 1, 2023 and continuing thereafter, all fees are to be
paid entirely to Jean Madar Holding SAS, and for the balance of calendar year 2023, the amount of such fees are inclusive of the
salary paid to Jean Madar individually from January 1, 2023 to March 31, 2023. As Jean Madar, our Chief Executive Officer and
Chairman of the Board, is the beneficial owner of Jean Madar Holding SAS, all of such fees paid to Jean Madar Holding SAS have
been characterized as base salary for the disclosure purposes for the Summary Compensation and related discussion in Table in
Item 11.
Please
see our Annual Report on Form 10-K for the year ended December 31, 2021, Item 11 under the heading “ Employment and
Consulting Agreements ” for a material terms of the employment agreement with Philippe Benacin, individually, and
the consulting agreements with, and fees and stock options previously granted to, Philippe Benacin Holding SAS, which is incorporated
by reference herein.
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.
86
The
following are our directors who are independent directors within the applicable rules of The Nasdaq Stock Market:
Francois
Heilbronn
Robert
Bensoussan
Veronique
Gabai-Pinsky
Gilbert
Harrison
Gerard Kappauf
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 Bensoussan, as well as Ms. Gabai-Pinsky, are independent within the meaning of those rules.
Board
Leadership Structure and Risk Management
Please
see our Annual Report on Form 10-K for the year ended December 31, 2021, Item 13. Certain Relationships and Related Transactions,
and Director Independence, under the heading “ Board Leadership Structure and Risk Management ,” for
prior disclosure on this topic, which is incorporated by reference herein.
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, 2023 and December 31, 2022.
Audit
Fees
Fees billed by Mazars
USA LLP and its affiliate, Mazars S.A. for audit services and review of the consolidated financial statements contained in our
Quarterly Reports on Form 10-Q were $1.4 million and $1.4 and million for 2023 and 2022, respectively.
Audit-Related
Fees
Mazars
USA LLP did not bill us for any audit-related services during 2023 and 2022.
Tax
Fees
Mazars
USA LLP did not bill us for any tax services in 2023 and 2022.
All
Other Fees
Mazars S.A. billed
us $9,000 and $6,000 for other services during 2023 and 2022, 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.
87
During
the first quarter of 2023, 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, 2023.
●
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, 2023. 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, 2023. 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.
88
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, 2023 and 2022
F-5
Consolidated Statements of Income for each of the years in the three-year period ended December 31, 2023
F-6
Consolidated Statements of Comprehensive Income for each of the years in the three-year period ended December 31, 2023
F-7
Consolidated Statements of Changes in Shareholders’ Equity for each of the years in the three-year period ended December 31, 2023
F-8
Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 2023
F-9
Notes to Consolidated Financial Statements
F-10
(a)(2)
Financial Statement Schedule:
Schedule II – Valuation and Qualifying Accounts
F-30
(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.
89
INTER
PARFUMS, INC. AND SUBSIDIARIES
Consolidated
Financial Statements and Schedule
Index
Page
Report of Independent Registered Public Accounting Firm
F-2
( Mazars
USA LLP, New York, New York, PCAOB ID 339 )
Audited
Financial Statements:
Consolidated Balance Sheets as of December 31, 2023, and 2022
F-5
Consolidated Statements of Income for each of the years in the three-year period ended December 31, 2023
F-6
Consolidated Statements of Comprehensive Income for each of the years in the three-year period ended December 31, 2023
F-7
Consolidated Statements of Changes in Shareholders’ Equity for each of the years in the three-year period ended December 31, 2023
F-8
Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 2023
F-9
Notes to Consolidated Financial Statements
F-10
Financial
Statement Schedule:
Schedule II – Valuation and Qualifying Accounts
F-30
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, 2023 and 2022, 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, 2023, 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, 2023, 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,
2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December
31, 2023, 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, 2023, 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) involve especially challenging, subjective, or complex judgments. The communication of the critical
audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not,
by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts
or disclosures to which it relates.
As described in Note 8 to the consolidated
financial statements, the Company’s consolidated Trademarks (indefinite lives) balance of $108.8 million at December 31,
2023, which included $11.3 million of the Rochas Fashion indefinite life intangible asset.
F- 3
The principal considerations in determining
management’s annual impairment test for the Rochas Fashion intangible asset as a critical audit matter was due to the change
in events and circumstances surrounding the Rochas Fashon brand trademark and complexity of management’s estimates used
in their evaluation of the fair value of the Rochas Fashion trademark. The significant assumptions used to estimate the fair value
of the Rochas Fashion intangible asset included the forecasted revenue, operating margin, and discount rate. These significant
assumptions are forward-looking and could be affected by future economic and market conditions. Changes in these assumptions could
have a significant impact on the fair value of the Rochas Fashion intangible asset, the amount of any impairment charge, or both.
We obtained an understanding, evaluated
the design and tested the operating effectiveness of Company’s controls over the Rochas Fashion intangible asset impairment
review process, including management’s review of the significant assumptions described above and controls over the completeness
and accuracy of the data used to develop such estimates.
To test the estimated fair value of
the Rochas Fashion intangible asset, our audit procedures included, among others, assessing the appropriateness of the valuation
model used, evaluating the significant assumptions discussed above, and testing and evaluating the completeness and accuracy of
the underlying data supporting the significant assumptions and estimates. We compared the financial projections to the historical
accuracy of management’s estimates. We involved our valuation specialists to assist in our evaluation of the Company's model,
valuation methodology and the discount rate.
Mazars USA LLP
/s/ Mazars USA LLP
We have served as the Company's auditor
since 2004.
New York, New York
February 27, 2024
F- 4
INTER
PARFUMS, INC. AND SUBSIDIARIES
Consolidated
Balance Sheets
December 31,
2023, and 2022
(In thousands except share and per share data)
Assets
2023
2022
Current assets:
Cash and cash equivalents
$ 88,462
$ 104,713
Short-term investments
94,304
150,833
Accounts receivable, net
247,240
197,584
Inventories
371,859
289,984
Receivables, other
7,012
28,803
Other current assets
29,458
15,650
Income taxes receivable
691
157
Total current assets
839,026
787,724
Property, equipment and leasehold improvements, net
169,222
166,722
Right-of-use assets, net
28,613
27,964
Trademarks, licenses and other intangible assets, net
296,356
290,853
Deferred tax assets
14,545
11,159
Other assets
21,567
24,120
Total assets
$ 1,369,329
$ 1,308,542
Liabilities and Equity
Current liabilities:
Loans payable - banks
$ 4,420
$ —
Current portion of long-term debt
29,587
28,547
Current portion of lease liabilities
5,951
5,296
Accounts payable - trade
97,409
88,388
Accrued expenses
178,880
213,621
Income taxes payable
8,498
8,715
Total current liabilities
324,745
344,567
Long–term debt, less current portion
127,897
151,494
Lease liabilities, less current portion
24,517
24,335
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, 32,004,660 and 31,967,300 shares on December 31, 2023, and 2022,
respectively
32
32
Additional paid-in capital
98,565
90,186
Retained earnings
693,848
620,095
Accumulated other comprehensive loss
( 40,188 )
( 56,056 )
Treasury stock, at cost, 9,981,665 and
9,864,805 common shares on December 31, 2023, and 2022, respectively
( 52,864 )
( 37,475 )
Total Inter Parfums, Inc. shareholders’ equity
699,393
616,782
Noncontrolling interest
192,777
171,364
Total equity
892,170
788,146
Total liabilities and equity
$ 1,369,329
$ 1,308,542
See accompanying notes to consolidated financial statements.
F- 5
INTER
PARFUMS, INC. AND SUBSIDIARIES
Consolidated
Statements of Income
Years
ended December 31, 2023, 2022, and 2021
(In thousands except share and per share data)
2023
2022
2021
Net sales
$ 1,317,675
$ 1,086,653
$ 879,516
Cost of sales
478,597
392,231
322,614
Gross margin
839,078
694,422
556,902
Selling, general, and administrative expenses
587,696
492,370
406,459
Impairment loss
—
7,749
2,393
Income from operations
251,382
194,303
148,050
Other expenses (income):
Interest expense
11,253
3,599
2,825
Loss (gain) on foreign currency
1,582
1,921
( 2,338 )
Interest and investment income
( 10,729 )
( 5,486 )
( 3,403 )
Other (income) expense
( 317 )
50
( 53 )
Nonoperating Income (Expense)
1,789
84
( 2,969 )
Income before income taxes
249,593
194,219
151,019
Income taxes
61,817
43,182
40,992
Net income
187,776
151,037
110,027
Less: Net income attributable to the noncontrolling interest
35,122
30,099
22,616
Net income attributable to Inter Parfums, Inc.
$ 152,654
$ 120,938
$ 87,411
Net income attributable to Inter Parfums, Inc. common shareholders:
Basic
$ 4.77
$ 3.80
$ 2.76
Diluted
$ 4.75
$ 3.78
$ 2.75
Weighted average number of shares outstanding:
Basic
31,994,328
31,859,417
31,676,796
Diluted
32,139,702
31,988,753
31,835,408
Dividends declared per share
$ 2.50
$ 2.00
$ 1.00
See accompanying notes to consolidated financial statements.
F- 6
INTER PARFUMS, INC. AND SUBSIDIARIES
Consolidated Statements
of Comprehensive Income
Years ended December 31, 2023, 2022,
and 2021
(In thousands except share and per share data)
2023
2022
2021
Net income
$ 187,776
$ 151,037
$ 110,027
Other comprehensive income:
Net derivative instrument (loss) income, net of tax
( 3,329 )
2,356
( 1,367 )
Transfer of OCI into earnings
1,709
992
—
Translation adjustments, net of tax
24,042
( 29,683 )
( 42,967 )
Other comprehensive income (loss), before tax
22,422
( 26,335 )
( 44,334 )
Comprehensive income
210,198
124,702
65,693
Comprehensive income attributable to noncontrolling interests:
Net income
35,122
30,099
22,616
Net derivative instrument income (loss), net of tax
25
647
( 375 )
Translation adjustments, net of tax
6,529
( 9,358 )
( 11,524 )
Comprehensive income (loss), net of tax, attributable to noncontrolling
interest
41,676
21,388
10,717
Comprehensive income attributable to Inter Parfums Inc.
$ 168,522
$ 103,314
$ 54,976
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, 2023, 2022, and 2021
(In thousands except share and per share data)
2023
2022
2021
Common stock, beginning and end of year
$ 32
$ 32
$ 32
—
—
—
32
32
32
Additional paid-in capital, beginning of year
90,186
87,132
75,708
Shares issued upon exercise of stock options
8,025
6,004
5,393
Share-based compensation
1,246
1,355
1,566
Shares issued for license acquisition
—
—
5,000
Transfer of subsidiary shares purchased
( 892 )
( 4,305 )
( 535 )
Additional paid-in capital, end of year
98,565
90,186
87,132
Retained earnings, beginning of year
620,095
560,663
503,567
Net income
152,654
120,938
87,411
Dividends
( 80,047 )
( 63,743 )
( 31,690 )
Share-based compensation
1,146
2,237
1,375
Retained earnings, end of year
693,848
620,095
560,663
Accumulated other comprehensive loss, beginning of year
( 56,056 )
( 38,432 )
( 5,997 )
Foreign currency translation adjustment, net of tax
17,513
( 20,325 )
( 31,443 )
Transfer from other comprehensive income into earnings
1,709
992
—
Net derivative instrument (loss) income, net of tax
( 3,354 )
1,709
( 992 )
Accumulated other comprehensive loss, end of year
( 40,188 )
( 56,056 )
( 38,432 )
Treasury stock, beginning of year
( 37,475 )
( 37,475 )
( 37,475 )
Shares repurchased
( 15,389 )
—
—
Treasury stock, end of year
( 52,864 )
( 37,475 )
( 37,475 )
Noncontrolling interest, beginning of year
171,364
166,412
166,615
Net income
35,122
30,099
22,616
Foreign currency translation adjustment, net of tax
6,529
( 9,358 )
( 11,524 )
Net derivative instrument income (loss), net of tax
25
647
( 375 )
Dividends
( 20,301 )
( 16,056 )
( 9,836 )
Share-based compensation
180
( 282 )
( 293 )
Transfer of subsidiary shares purchased
( 142 )
( 98 )
( 791 )
Noncontrolling interest, end of year
192,777
171,364
166,412
788,146
738,332
702,450
187,776
151,037
110,027
Total equity
$ 892,170
$ 788,146
$ 738,332
See
accompanying notes to consolidated financial statements.
F- 8
INTER
PARFUMS, INC. AND SUBSIDIARIES
Consolidated
Statements of Cash Flows
Years
ended December 31, 2023, 2022, and 2021
(In thousands)
2023
2022
2021
Cash flows from operating activities:
Net income
$ 187,776
$ 151,037
$ 110,027
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization including impairment
loss
17,331
22,539
12,698
Provision for doubtful accounts
( 1,734 )
2,353
853
Noncash stock compensation
2,525
3,143
2,853
Share of (income) loss of equity investment
( 317 )
49
( 53 )
Noncash lease expense
5,448
4,980
7,302
Deferred tax benefit
( 2,987 )
( 3,604 )
( 465 )
Change in fair value of derivatives
( 301 )
227
65
Changes in:
Accounts receivable
( 36,843 )
( 59,640 )
( 45,395 )
Inventories
( 73,700 )
( 98,297 )
( 49,815 )
Other assets
11,868
( 13,651 )
( 16,725 )
Operating lease liabilities
( 5,290 )
( 4,795 )
( 7,503 )
Accounts payable and accrued expenses
3,064
64,738
103,046
Income taxes, net
( 1,066 )
3,952
2,698
Net cash provided by operating activities
105,774
73,031
119,586
Cash flows from investing activities:
Purchases of short-term investments
( 221,111 )
( 1,038 )
( 55,691 )
Proceeds from sale of short-term investments
281,741
896
10,644
Purchase of property, equipment and leasehold
improvements
( 6,465 )
( 33,756 )
( 141,274 )
Payment for intangible assets acquired
( 46,903 )
( 56,746 )
( 1,545 )
Net cash provided by (used in) investing activities
7,262
( 90,644 )
( 187,866 )
Cash flows from financing activities:
Proceeds from loans payable, bank
4,325
—
—
Proceeds from issuance of long-term debt
—
52,492
157,382
Repayment of long-term debt
( 28,800 )
( 19,861 )
( 43,056 )
Proceeds from exercise of options
8,025
6,003
5,393
Purchase of subsidiary shares from noncontrolling
interests
( 1,027 )
( 4,403 )
—
Dividends paid
( 80,047 )
( 63,743 )
( 31,690 )
Dividends paid to noncontrolling interests
( 20,301 )
( 16,056 )
( 9,836 )
Purchase of treasury stock
( 15,389 )
—
—
Net cash (used in) provided by financing activities
( 133,214 )
( 45,568 )
78,193
Effect of exchange rate changes on cash
3,927
( 493 )
( 11,207 )
Net decrease in cash and cash equivalents
( 16,251 )
( 63,674 )
( 1,294 )
Cash and cash equivalents – beginning
of year
104,713
168,387
169,681
Cash and cash equivalents – end of year
$ 88,462
$ 104,713
$ 168,387
Supplemental disclosures of cash flow information:
Cash paid for:
Interest
$ 5,823
$ 2,987
$ 2,468
Income taxes
60,990
38,492
40,497
See
accompanying notes to consolidated financial statements.
F- 9
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes
to Consolidated Financial Statements
December
31, 2023, 2022 and 2021
(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 prestige fragrances and fragrance related products.
Substantially
all of our prestige fragrance brands are licensed from unaffiliated third parties, and our business is dependent upon the continuation
and renewal of such licenses. With respect to the Company’s largest brands, we license the Jimmy Choo, Montblanc, Coach
and GUESS brand names. As a percentage of net sales, product sales for the Company’s largest brands were as follows:
Year
Ended December 31,
2023
2022
2021
Jimmy
Choo
17 %
18 %
18 %
Montblanc
17 %
18 %
19 %
Coach
15 %
15 %
16 %
GUESS
12 %
12 %
12 %
Donna
Karan/DKNY
7 %
3 %
—
Ferragamo
5 %
5 %
1 %
Basis
of Preparation
The
consolidated financial statements include the accounts of the Company and its subsidiaries, including 72 % owned Interparfums SA,
a subsidiary whose stock is publicly traded in France. All
material intercompany balances and transactions have been eliminated.
Management
Estimates
Management
makes assumptions and estimates to prepare financial statements in conformity with accounting principles generally accepted in
the United States of America. Those assumptions and estimates directly affect the amounts reported and disclosures included in
the consolidated financial statements. Actual results could differ from those assumptions and estimates. Significant estimates
for which changes in the near term are considered reasonably possible and that may have a material impact on the financial statements
are disclosed in these notes to the consolidated financial statements.
Foreign
Currency Translation
For
foreign subsidiaries with operations denominated in a foreign currency, assets and liabilities are translated to U.S. dollars
at year-end exchange rates. Income and expense items are translated at average rates of exchange prevailing during the year. Gains
and losses from translation adjustments are accumulated in a separate component of shareholders’ equity.
Cash
and Cash Equivalents and Short-Term Investments
All
highly liquid investments purchased with a maturity of three months or less are considered to be cash equivalents. The Company
also has short-term investments which consist of marketable equity securities, 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, 2023, 2022 and 2021
(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 $ 2.1 million and $ 4.7 million as of December 31, 2023, and
2022, respectively. Accounts receivable balances are written-off against the allowance for doubtful accounts when they become
uncollectible. Recoveries of accounts receivable previously recorded against the allowance are recorded in the consolidated statement
of income when received. We generally grant credit based upon our analysis of the customer’s financial position, as well
as previously established buying patterns.
Inventories
Inventories,
including promotional merchandise, only include inventory considered saleable or usable in future periods, and are stated at the
lower of cost and net realizable value, with cost being determined on the first-in, first-out method. Cost components include
raw materials, direct labor and overhead (e.g., indirect labor, utilities, depreciation, purchasing, receiving, inspection and
warehousing) as well as inbound freight. Promotional merchandise is charged to cost of sales at the time the merchandise is shipped
to the Company’s customers.
Derivatives
All
derivative instruments are recorded as either assets or liabilities and measured at fair value. The Company uses derivative instruments
to principally manage a variety of market risks. For derivatives designated as hedges of the exposure to changes in fair value
of the recognized asset or liability or a firm commitment (referred to as fair value hedges), the gain or loss is recognized in
earnings in the period of change together with the offsetting loss or gain on the hedged item attributable to the risk being hedged.
The effect of that accounting is to include in earnings the extent to which the hedge is not effective in achieving offsetting
changes in fair value. For cash flow hedges, the effective portion of the derivative’s gain or loss is initially reported
in equity (as a component of accumulated other comprehensive income) and is subsequently reclassified into earnings in the same
period or periods during which the hedged forecasted transaction affects earnings. The ineffective portion of the gain or loss
of a cash flow hedge is reported in earnings immediately. The Company also holds certain instruments for economic purposes that
are not designated for hedge accounting treatment. For these derivative instruments, changes in their fair value are recorded
in earnings immediately.
Property,
Equipment and Leasehold Improvements
Property,
equipment and leasehold improvements are stated at cost less accumulated depreciation. Depreciation is provided using the straight-line
method over the estimated useful lives for furniture and equipment, which range between three and fifteen years. Depreciation
on buildings and leasehold improvements is calculated using the straight-line method over the shorter of the lease term or estimated
useful asset lives, which range between seven and fifty years. 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 10.39 % and 9.80 %
in 2023 and 2022, 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, 2023, 2022 and 2021
(In
thousands except share and per share data)
Intangible
assets subject to amortization principally consist of licenses and are amortized on a straight-line basis over the shorter of
the license term or estimated economic life, ranging from three to twenty years. 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 substantial majority of our revenue is recognized at a point in
time when control of the promised goods is transferred to customers based on agreed upon shipping terms, which usually occurs
upon delivery. Revenue is recognized in an amount that reflects the consideration that we expect to receive in exchange for those
goods. Net sales are comprised of gross revenues less incentives to customers such as returns, trade discounts and allowances,
which give rise to variable consideration. The Company does not bill its customers’ freight and handling charges. All shipping
and handling costs, which aggregated $ 14.2 million , $ 15.8 million and $ 10.0 million in 2023, 2022 and 2021, 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. In 2023, Macys,
our top retail customer, accounted for approximately 12 % of net sales. No one customer represented 10 % or more of net sales in
2022 and 2021.
Sales
Returns
Generally,
the Company does not permit customers to return their unsold products. However, for U.S. based customers, we allow returns if
properly requested, authorized and approved. The Company regularly reviews and revises, as deemed necessary, its estimate of reserves
for future sales returns based primarily upon historic trends and relevant current data including information provided by retailers
regarding their inventory levels. In addition, as necessary, specific accruals may be established for significant future known
or anticipated events. The types of known or anticipated events that we consider include, but are not limited to, the financial
condition of our customers, store closings by retailers, changes in the retail environment and our decision to continue to support
new and existing products. The Company records its estimate of potential sales returns as a reduction of sales and cost of sales
with corresponding entries to accrued expenses, to record the refund liability, and inventory, for the right to recover goods
from the customer. The refund liability associated with estimated returns was $ 5.5 million and $ 8.6 million at December 31, 2023
and 2022, respectively, and the amounts recognized for the rights to recover products was $ 2.4 million and $ 3.2 million at December
31, 2023 and 2022, 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, 2023, 2022 and 2021
(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 $ 259.9 million , $ 212.4 million and $ 171.1 million for 2023, 2022 and 2021, respectively. Costs
relating to purchase with purchase and gift with purchase promotions that are reflected in cost of sales aggregated $ 52.3 million ,
$ 43.1 million and $ 36.9 million in 2023, 2022 and 2021, 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 prestige
fragrances and fragrance related products using the licensors’ trademarks. The licenses typically have an initial term of
approximately 5 to 15 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 12 years. Under each license,
the Company is required to pay royalties in the range of 6 % to 10 % to the licensor, at least annually, based on net sales to third
parties.
In
certain cases, the Company may pay an entry fee to acquire, or enter into, a license where the licensor or another licensee was
operating a pre-existing fragrance business. In those cases, the entry fee is capitalized as an intangible asset and amortized
over its useful life.
Most
license agreements require minimum royalty payments, incremental royalties based on net sales levels and minimum spending on advertising
and promotional activities. Royalty expenses are accrued in the period in which net sales are recognized while advertising and
promotional expenses are accrued at the time these costs are incurred.
In
addition, the Company is exposed to certain concentration risk. Most of our prestige fragrance brands are licensed from unaffiliated
third parties, and our business is dependent upon the continuation and renewal of such licenses.
Income
Taxes
The
Company accounts for income taxes using an asset and liability approach that requires the recognition of deferred tax assets and
liabilities for the expected future tax consequences of events that have been recognized in its financial statements or tax returns.
The net deferred tax assets assume sufficient future earnings for their realization, as well as the continued application of currently
enacted tax rates. Included in net deferred tax assets is a valuation allowance for deferred tax assets, where management believes
it is more-likely-than-not that the deferred tax assets will not be realized in the relevant jurisdiction. If the Company determines
that a deferred tax asset will not be realizable, an adjustment to the deferred tax asset will result in a reduction of net earnings
at that time. Accrued interest and penalties are included within the related tax asset or liability in the accompanying consolidated
financial statements.
F- 13
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes
to Consolidated Financial Statements
December
31, 2023, 2022 and 2021
(In
thousands except share and per share data)
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 has authorized share repurchases of the Company’s common stock (Share Repurchase Authorizations). Share
repurchases under Share Repurchase Authorizations are 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
November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)
No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU updates reportable segment
disclosure requirements, primarily through requiring enhanced disclosures about significant segment expenses and information used
to assess segment performance and allocate resources. The guidance is effective for fiscal years beginning after December 15,
2023, and interim periods for fiscal years beginning after December 15, 2024, on a retrospective basis. Early adoption is permitted.
We are currently evaluating the impact of adopting this ASU on our disclosures.
In
December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU includes
amendments requiring enhanced income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation
categories and income taxes paid by jurisdiction. The guidance is effective for annual periods beginning after December 15, 2024.
Early adoption is permitted and shall be applied on a prospective basis with the option to apply retrospectively. We are currently
evaluating the impact of adopting this ASU on our disclosures.
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 amounts in the accompanying notes to consolidated financial statements have been
reclassified to conform with current period presentation.
Correction of Immaterial
Misstatements in Prior Period Financial Statements
During
the year ended December 31, 2023, the Company identified an error that caused an overstatement of line items on the
previously reported consolidated statement of cash flows. The error does not impact any other consolidated financial
statement included herein. Specifically, the error related to the timing of payments to Lacoste in accordance with the
acquisition agreement of the Lacoste trademark in 2022 which required a payment in 2022 and an additional payment in
2023 . In the 2022 consolidated statement of cash flow, the
payment was reported to have been made in full during 2022. This
error had no impact on net income or earnings per share for the year ended December 31, 2022. The impact of the error
resulted in a movement of $ 42.1 million between “Change
in Accounts payable and accrued expenses” within operating cash flows and “Payment for intangible assets
acquired” within investing cash flows.
In accordance with Staff Accounting
Bulletin (“SAB”) No. 99, Materiality, and SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements, the Company evaluated the errors and determined that the impact was not material
to any of our previously issued financial statements.
The following table presents
a summary of the impact by financial statement line item of the corrections for the year ended December 31, 2022:
For the Year Ended December 31, 2022
Consolidated Statement of Cash Flow
As previously reported
Adjustment
As revised
(in thousands)
Change in Accounts payable and accrued expenses
106,857
( 42,119 )
64,738
Net cash provided by operating activities
115,150
( 42,119 )
73,031
Payments for intangible assets acquired
( 98,865 )
42,119
( 56,746 )
Net cash used in investing activities
( 132,763 )
42,119
( 90,644 )
(2) Impact
of COVID-19 Pandemic
Our
business has continued to significantly improve throughout 2021, 2022, and 2023 after the disastrous effects of the
COVID-19 Pandemic starting in early 2020, as retail stores reopened, and consumers increased online purchasing. While the
COVID-19 Pandemic had significantly restricted international travel, the travel retail business has picked up. We
experienced significant strains on our supply chain causing disruptions affecting the procurement of components, the ability
to transport goods, and related cost increases. These disruptions came at a time when demand for our product lines has never
been stronger or more sustained. We have addressed this issue since the beginning of 2021, by ordering well in advance of
need and in larger quantities. Since 2021, we have strived to carry more inventory overall, source the same components from
multiple suppliers and when possible, manufacture products closer to where they are sold. The supply chain bottlenecks are
largely abated.
F- 14
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes
to Consolidated Financial Statements
December
31, 2023, 2022 and 2021
(In
thousands except share and per share data)
(3) Recent
Agreements
Abercrombie
& Fitch
In
2023, we announced our agreement to distribute Abercrombie & Fitch’s number one men’s fragrance, Fierce ,
in selected markets. The first phase of the agreement, which became effective on September 1, 2023, covers Fierce distribution
in certain major markets, including Europe, Mexico and Australia. The second phase, which activated in February 2024, covers distribution
in additional markets in Western Europe and Latin America, and may include other flankers of the Fierce family of products.
Roberto
Cavalli
In
July 2023, we closed a transaction agreement with Roberto Cavalli, whereby an exclusive and worldwide license was granted for
the production and distribution of Roberto Cavalli brand perfumes and fragrance related products. Our rights under this license
are subject to certain minimum advertising expenditures and royalty payments as are customary in our industry. The license became
effective in July 2023 and will last for 6.5 years.
Lacoste
In
December 2022, we closed a transaction agreement with Lacoste, whereby an exclusive and worldwide license was granted for the
production and distribution of Lacoste brand perfumes and cosmetics. Our rights under this license are subject to certain minimum
advertising expenditures and royalty payments as are customary in our industry. The license became effective in January 2024 and
will last for 15 years.
Dunhill
The
Dunhill fragrance license expired on September 30, 2023 and was not renewed. The Company has now entered the twelve-month sell-off
period during which it will maintain the right to sell-off remaining Dunhill fragrance inventory, which is customary in the fragrance
industry. All usable components have been converted to finished goods, and any remaining components will be destroyed.
Donna
Karan and DKNY
In
September 2021, we entered into a long-term global licensing agreement for the creation, development and distribution of fragrances
and fragrance-related products under the Donna Karan and DKNY brands. Our rights under this license are subject to certain minimum
advertising expenditures and royalty payments as are customary in our industry. With this agreement, we have gained several well-established
and valuable fragrance franchises, most notably Donna Karan Cashmere Mist and DKNY Be Delicious , as well as a significant
loyal consumer base around the world. In connection with the grant of license, we issued 65,342 shares of Inter Parfums, Inc.
common stock valued at $5.0 million to the licensor. The exclusive license became effective July 1, 2022, and we are planning
to launch new fragrances under these brands in 2024.
Rochas
Fashion
As
a result of operational challenges faced by the Rochas Fashion business we took a $2.4 million impairment charge on
our Rochas fashion trademark in the first quarter of 2021. In the fourth quarter of 2022, we again took a $6.8 million
impairment charge on the Rochas fashion trademark after an independent expert concluded that the valuation of the trademark
was $11.3 million. In 2023, the Rochas teams underwent a strategic shift to take over their own brand operations, exiting
contracts with manufacturers and distributors to make this new structure operational beginning in 2024. An independent expert
concluded that the valuation based on this new business model would not require additional impairments.
F- 15
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes
to Consolidated Financial Statements
December
31, 2023, 2022 and 2021
(In
thousands except share and per share data)
Land
and Building Acquisition - Headquarters in Paris
In
April 2021, Interparfums SA, our 72 % owned French Subsidiary, completed the acquisition of its headquarters at 10 rue de Solférino
in the 7th arrondissement of Paris from the property developer. This is an office complex combining three buildings connected
by two inner courtyards, and consists of approximately 40,000 total sq. ft.
The
purchase price included the complete renovation of the site. As of December 31, 2023, $ 154 million (€ 139 million) of the
purchase price, including approximately $ 3.1 million of acquisition costs, is included in property, equipment and leasehold improvements
on the accompanying consolidated balance sheet. The purchase price has been allocated approximately $ 63.3 million to land and
$ 90.7 million to the building. The building, which was delivered on February 28, 2022, includes the building structure, development
of the property, façade waterproofing, general and technical installations and interior fittings that will be depreciated
over a range of 7 to 50 years. The Company has elected to depreciate the building cost based on the useful lives of its components.
As of December 31, 2023, there was no cash held in escrow included in property, equipment and leasehold improvements on the accompanying
consolidated balance sheet.
The
acquisition was financed by a 10 -year € 120 million (approximately $ 132.6 million ) bank loan which bears interest at one-month
Euribor plus 0.75% . Approximately € 80 million of the variable rate debt was swapped for variable interest rate debt with
a maximum rate of 2 % per annum. The swap effectively exchanges the variable interest rate to a fixed rate of approximately 1.1 %.
(4) Inventories
Inventories
consist of the following:
(In thousands)
December 31,
2023
December 31,
2022
Raw materials and component parts
$ 158,733
$ 146,772
Finished goods
213,126
143,212
$ 371,859
$ 289,984
Overhead
included in inventory aggregated $ 5.4 million and $ 3.4 million as of December 31, 2023 and 2022, 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 $ 21.5 million and $ 11.4 million as of December
31, 2023 and 2022, respectively.
F- 16
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes
to Consolidated Financial Statements
December
31, 2023, 2022 and 2021
(In
thousands except share and per share data)
(5) Fair
Value of Financial Instruments
The
following tables present our financial assets and liabilities that are measured at fair value on a recurring basis and are categorized
using the fair value hierarchy. The fair value hierarchy has three levels based on the reliability of the inputs used to determine
fair value.
Fair
Value Measurements at December 31, 2023
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
$ 94,304
$
12,868
$ 80,614
$ 822
Interest
rate swaps
3,909
—
3,909
—
Foreign
currency forward exchange contracts not accounted for using hedge accounting
359
—
359
—
Foreign
currency forward exchange contracts accounted for using hedge accounting
1,533
—
1,533
—
Total
Assets
$ 100,105
$
12,868
$ 86,415
$ 822
Fair Value Measurements at December 31, 2022
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
$ 150,833
$
19,861
$ 130,174
$ 798
Interest
rate swaps
6,758
—
6,758
—
Foreign currency forward exchange contracts accounted for using hedge accounting
1,189
—
1,189
—
Total Assets
$ 158,780
$
19,861
$ 138,121
$ 798
Liabilities:
Foreign currency forward exchange contracts not accounted for using hedge accounting
68
—
68
—
Total liabilities
$ 68
$
—
$ 68
$ —
F- 17
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes
to Consolidated Financial Statements
December
31, 2023, 2022 and 2021
(In
thousands except share and per share data)
The
carrying amount of cash and cash equivalents including money market funds, short-term investments including marketable equity
securities, accounts receivable, other receivables, accounts payable and accrued expenses approximates fair value due to the short
terms to maturity of these instruments. The carrying amount of loans payable approximates fair value as the interest rates on
the Company’s indebtedness approximate current market rates. The fair value of the Company’s long-term debt was estimated
based on the current rates offered to companies for debt with the same remaining maturities and is approximately equal to its
carrying value.
Foreign
currency forward exchange contracts are valued based on quotations from financial institutions and the value of interest rate
swaps is 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
December 2022, to finance the acquisition of the Lacoste trademark, the Company entered into a € 50 million (approximately
$ 55.3 million ) 4 -year term loan with a variable interest rate. This variable rate debt was swapped for variable interest rate
debt with a maximum rate of 2 % per annum. This swap is a hedged derivative instrument and is therefore recorded at fair value
and changes in fair value are reflected in other comprehensive income.
In
connection with the April 2021 acquisition of the office building complex in Paris, € 120 million (approximately $ 132.6 million)
of the purchase price was financed through a 10 -year term loan. The Company entered into interest rate swap contracts related
to € 80 million of the loan, effectively exchanging the variable interest rate to a fixed rate of approximately 1.1 %. This
derivative instrument is recorded at fair value and changes in fair value are reflected in the accompanying consolidated statements
of income.
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, 2023. Interest expense includes a loss
of $ 2.8 million in 2023 and a gain of $ 6.3 million and $ 0.2 million in 2022 and 2021, respectively, resulting from an interest
rate swap.
All
derivative instruments are reported as either assets or liabilities on the consolidated balance sheet measured at fair value.
The valuation of interest rate swaps is included in long-term debt on the accompanying consolidated balance sheets. The valuation
of foreign currency forward exchange contracts at December 31, 2023 and December 31, 2022, resulted in an asset and is included
in other current assets on the accompanying consolidated balance sheets.
F- 18
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes
to Consolidated Financial Statements
December
31, 2023, 2022 and 2021
(In
thousands except share and per share data)
At
December 31, 2023, the Company had foreign currency contracts in the form of forward exchange contracts with notional amounts
of approximately U.S. $ 61.0 million and GB £ 2.5 million which all have maturities of less than one year.
(7) Property,
Equipment and Leasehold Improvements
Schedule of equipment and leasehold improvements
December 31,
2023
2022
Land and Building (construction in progress)
$ 157,057
$ 148,137
Equipment
62,384
59,689
Leasehold improvements
2,364
2,293
221,805
210,119
Less accumulated depreciation
52,583
43,397
$ 169,222
$ 166,722
Depreciation
expense was $ 9.8 million , $ 7.5 million and $ 4.4 million in 2023, 2022, and 2021, respectively.
(8) Trademarks,
Licenses and Other Intangible Assets
Schedule of trademarks, licenses and other intangible assets
2023
Gross
Accumulated
Net Book
Amount
Amortization
Value
Trademarks (indefinite lives)
$ 108,760
$ —
$ 108,760
Trademarks (finite lives)
42,752
66
42,686
Licenses (finite lives)
215,307
73,264
142,043
Other intangible assets (finite lives)
19,524
16,657
2,867
Subtotal
277,583
89,987
187,596
Total
$ 386,343
$ 89,987
$ 296,356
2022
Gross
Accumulated
Net Book
Amount
Amortization
Value
Trademarks (indefinite lives)
$ 105,022
$ —
$ 105,022
Trademarks (finite lives)
41,267
64
41,203
Licenses (finite lives)
205,235
63,535
141,700
Other intangible assets (finite lives)
17,849
14,921
2,928
Subtotal
264,351
78,520
185,831
Total
$ 369,373
$ 78,520
$ 290,853
F- 19
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes
to Consolidated Financial Statements
December
31, 2023, 2022 and 2021
(In
thousands except share and per share data)
Amortization
expense was $ 7.5 million , $ 6.8 million and $ 5.9 million in 2023, 2022 and 2021, respectively. Amortization expense is expected
to approximate $ 14.3 million in 2024, $ 13.6 million in 2025, $ 12.0 million in 2026, and $ 11.4 million in 2027 and 2028. The weighted
average amortization period for trademarks, licenses and other intangible assets with finite lives are 18 years, 14.3 years and
2.5 years, respectively, and 14 years on average.
The
Company reviews intangible assets with indefinite lives for impairment whenever events or changes in circumstances indicate that
the carrying amount may not be recoverable. There was an impairment charge for trademarks with indefinite useful lives of $ 0 million,
$ 6.8 million and $ 2.4 million in 2023, 2022 and 2021, respectively, relating to our Rochas fashion business and an impairment
charge for trademarks with indefinite useful lives of $ 0.9 million in 2022 relating to our Intimate trademark. The fair values
used in our evaluations are estimated based upon discounted future cash flow projections using a weighted average cost of capital
of 10.39 %, 9.80 %, and 7.47 % as of December 31, 2023, 2022 and 2021, 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 on July 1, 2027 for € 70 million (approximately $ 77 million), representing
the residual value, in accordance with an amendment signed in 2021. Because the residual value of the intangible asset exceeds
its carrying value, the asset is not being amortized.
(9) Accrued
Expenses
Accrued
expenses consist of the following:
December 31,
2023
2022
Advertising liabilities
$ 64,815
$ 42,338
Salary (including bonus and related taxes)
23,546
21,128
Royalties
27,477
26,532
Due vendors (not yet invoiced)
41,859
105,869
Retirement reserves
10,444
8,001
Refund (return) liability
5,507
8,604
Other
5,232
1,149
Total
$ 178,880
$ 213,621
(10) Loans
Payable – Banks
Loans
payable – banks consist of the following:
The
Company and its domestic subsidiaries have available a $ 25 million unsecured revolving line of credit due on demand, which bears
interest at the daily Secured Overnight Financing Rate (“SOFR”) plus 2 % (the SOFR was 5.3 % as of December 31, 2023).
The line of credit which has a maturity date of December 13, 2024 , is expected to be renewed on an annual basis. Borrowings
outstanding pursuant to lines of credit were zero as of December 31, 2023 and 2022.
F- 20
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes
to Consolidated Financial Statements
December
31, 2023, 2022 and 2021
(In
thousands except share and per share data)
The
Company’s foreign subsidiaries have available credit lines totaling approximately $ 8 million provided by a consortium of
international financial institutions. These credit lines bear interest at EURIBOR plus between 0.6 % and 0.9 % (EURIBOR was 3.96 %
at December 31, 2023). Borrowings outstanding pursuant to lines of credit were $ 4.4 million and $ 0 million as of December
31, 2023 and 2022.
The
weighted average interest rate on short-term borrowings was 4.5 % and 0 % as of December 31, 2023 and 2022.
(11) Long-Term
Debt
Long-term
debt consists of the following:
December 31,
2023
2022
$ 55.3 million payable in 48 equal monthly installments of $ 1.1 million beginning in December 2022, bearing interest at one-month Euribor plus 0.825 %
$ 40,334
$ 52,061
$ 132.6 million payable in 120 equal monthly installments of $ 1.1 million beginning in April 2021, bearing interest at one-month Euribor plus 0.75 %
95,576
104,758
$ 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
9,172
9,890
$ 17 million payable in 10 equal annual installments of $ 1.7 million beginning in October 2021 including interest imputed at 2.0 % per annum
12,402
13,332
157,484
180,041
Less current maturities
29,587
28,547
Total
$ 127,897
$ 151,494
In
December 2022, to finance Interparfums SA’s acquisition of the Lacoste trademark, the Company entered into a $ 55.3 million
(€ 50 million) four-year loan agreement. The loan agreement bears interest at EURIBOR-1-month rates plus a margin of 0.825%.
This variable rate debt was swapped for variable interest rate debt with a maximum rate of 2% per annum. The swap is a derivative
instrument and is therefore recorded at fair value and changes in fair value are reflected in the accompanying consolidated statements
of income.
In
April 2021, to finance the acquisition of Interparfums SA’s corporate headquarters, the Company entered into a $ 132.6 million
(€ 120 million) ten-year credit agreement. Approximately $88.4 million (€80.0 million) of the variable rate debt was
swapped for variable interest rate debt with maximum rate of 2% per annum. The swap is a derivative instrument and is therefore
recorded at fair value and changes in fair value are reflected in the accompanying consolidated statements of income.
Maturities
of long-term debt subsequent to December 31, 2023 are approximately $ 29.6 million in 2024, $ 29.8 million in 2025, $ 28.6 million
in 2026, $ 15.9 million in 2027, $ 15.9 million in 2028, and $ 37.7 million thereafter through 2033.
F- 21
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes
to Consolidated Financial Statements
December
31, 2023, 2022 and 2021
(In
thousands except share and per share data)
(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, 2023, the weighted average remaining lease term was 5.1 years and the weighted average discount rate used to determine
the operating lease liability was 3.0 %. Rental expense related to operating leases was $ 5.8 million , $ 5.6 million , and $ 8.2 million
for the years ended December 31, 2023, 2022 and 2021, respectively. Operating lease payments included in operating cash flows
totaled $ 5.3 million , $ 4.8 million , and $ 7.5 million in 2023, 2022, and 2021, respectively. Noncash additions to operating lease
assets in totaled $ 4.8 million , $ 0.3 million , and $ 12.2 million in 2023, 2022, and 2021, respectively.
Maturities
of lease liabilities subsequent to December 31, 2023 are as follows:
(In
thousands)
2024
$ 6,370
2025
6,031
2026
5,276
2027
5,389
2028
5,372
Thereafter
3,529
31,967
Less
imputed interest (based on 3.0% weighted-average discount rate)
( 1,499 )
$ 30,468
F- 22
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes
to Consolidated Financial Statements
December
31, 2023, 2022 and 2021
(In
thousands except share and per share data)
License
Agreements
The
Company is party to a number of licenses 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 2039. 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)
2024
$ 288,005
2025
280,721
2026
251,718
2027
233,945
2028
243,286
Thereafter
1,055,918
$ 2,353,593
Future
advertising commitments are estimated based on planned future sales for the license terms that were in effect at December 31,
2023, 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 $ 103.8 million ,
$ 87.0 million and $ 68.9 million , in 2023, 2022 and 2021, respectively, and represented 7.9 %, 8.0 % and 7.8 % of net sales for the
years ended December 31, 2023, 2022 and 2021, 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 $ 1.2 million , $ 1.3 million
and $ 1.4 million in 2023, 2022 and 2021, 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.
The
following table sets forth information with respect to nonvested options for 2023:
Number of Shares
Weighted Average Grant Date Fair Value
Nonvested options – beginning of year
168,730
$ 16.31
Nonvested options granted
47,500
$ 35.08
Nonvested options vested or forfeited
( 94,130 )
$ 15.19
Nonvested options – end of year
122,100
$ 24.47
The
effect of share-based payment expenses decreased income statement line items as follows:
Year Ended December 31,
2023
2022
2021
Income before income taxes
$ 2,525
$ 3,143
$ 2,850
Net income attributable to Inter Parfums, Inc.
1,700
2,036
1,880
Diluted earnings per share attributable to Inter Parfums, Inc.
0.05
0.06
0.06
F- 23
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes
to Consolidated Financial Statements
December
31, 2023, 2022 and 2021
(In
thousands except share and per share data)
The
following table summarizes stock option activity and related information for the years ended December 31, 2023, 2022 and 2021:
Year ended December 31,
2023
2022
2021
Options
Weighted
Average
Exercise
Price
Options
Weighted
Average
Exercise
Price
Options
Weighted
Average
Exercise
Price
Shares under option -beginning of year
441,580
$ 67.30
524,900
$ 57.58
713,210
$ 52.74
Options granted
47,500
147.71
62,000
97.84
9,000
62.18
Options exercised
( 154,220 )
52.04
( 136,880 )
43.86
( 156,490 )
34.46
Options forfeited
( 25,890 )
76.32
( 8,440 )
67.65
( 40,820 )
62.57
Shares under option -
end of year
308,970
86.52
441,580
67.30
524,900
57.58
At
December 31, 2023, options for 537,365 shares were available for future grant under the plans. The aggregate intrinsic value of
options outstanding is $ 17.9 million as of December 31, 2023 and unrecognized compensation cost related to stock options outstanding
aggregated $ 2.9 million , which will be recognized over the next five years.
The
weighted average fair values of options granted by Inter Parfums, Inc. during 2023, 2022 and 2021 were $ 35.08 , $ 20.36 and $ 11.35
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,
2023
2022
2021
Weighted-average expected stock-price volatility
29 %
26 %
25 %
Weighted-average expected option life
4.0 years
4.0 years
5.0 years
Weighted-average risk-free interest rate
3.8 %
4.0 %
0.4 %
Weighted-average dividend yield
2.0 %
2.4 %
1.6 %
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,
2023
2022
2021
Proceeds from stock options exercised
$ 8,025
$ 6,003
$ 5,393
Tax benefits
$ 1,150
$ 800
$ 1,300
Intrinsic value of stock options exercised
$ 11,578
$ 6,760
$ 7,800
F- 24
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes
to Consolidated Financial Statements
December
31, 2023, 2022 and 2021
(In
thousands except share and per share data)
The
following table summarizes additional stock option information as of December 31, 2023:
Exercise prices
Options
outstanding
Options
outstanding
weighted
average remaining
contractual life
Options
exercisable
$ 62.18
- $ 69.11
100,680
1.05
years
96,180
$ 73.09
104,790
2.00 years
79,490
$ 97.84
56,000
5.00 years
11,200
$ 147.71
47,500
6.00 years
—
Totals
308,970
2.85 years
186,870
As
of December 31, 2023, the weighted average exercise price of options exercisable was $ 70.60 and the weighted average remaining
contractual life of options exercisable is 1.67 years. The aggregate intrinsic value of options exercisable at December 31, 2023
is $ 13.7 million .
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 corporate performance conditions were met and therefore in June 2022, 211,955 shares, adjusted for stock splits, were distributed.
The aggregate cost of the grant of approximately $ 4.8 million was recognized as compensation cost on a straight-line basis over
the requisite three -year service period.
In
March 2022, Interparfums SA approved an additional plan to grant an aggregate of 88,400 shares to all Interparfums SA employees
and corporate officers having more than six months of employment at grant date, subject to certain corporate performance conditions.
The shares, subject to adjustment for stock splits, will be distributed in June 2025 and will follow the same guidelines as the
December 2018 plan.
The
fair value of the grant had been determined based on the quoted stock price of Interparfums SA shares as reported by the Euronext
on the date of grant. The estimated number of shares to be distributed of 93,405 has been determined taking into account employee
turnover. The aggregate cost of the grant of approximately $ 4.2 million will be recognized as compensation cost on a straight-line
basis over the requisite three and a quarter year service period.
Similar
to the December 2018 plan, in order to avoid dilution of the Company’s ownership of Interparfums SA, all shares distributed
or to be distributed pursuant to these plans will be pre-existing shares of Interparfums SA, purchased in the open market by Interparfums
SA. During the year ended December 31, 2023, the Company acquired 87,609 shares at an aggregate cost of $ 4.1 million.
All
share purchases and issuances have been classified as equity transactions on the accompanying consolidated balance sheet.
Dividends
In
February 2021, the Board of Directors authorized an annual dividend of $ 1.00 , payable quarterly. In February 2022, the Board of
Directors authorized a 100 % increase in the annual dividend to $ 2.00 per share and in February 2023, the Board of Directors increased
the annual dividend to $ 2.50 per share. In February 2024, the Board of Directors further increased the annual dividend to $ 3.00
per share. The next quarterly cash dividend of $ 0.75 per share is payable on March 29, 2024 to shareholders of record on March
15, 2024.
F- 25
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes
to Consolidated Financial Statements
December
31, 2023, 2022 and 2021
(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,
(In thousands except share and per share data)
2023
2022
2021
Numerator:
Net income attributable to Inter Parfums, Inc.
$ 152,654
$ 120,938
$ 87,411
Denominator:
Weighted average shares
31,994,328
31,859,417
31,676,796
Effect of dilutive securities:
Stock options
145,374
129,336
158,612
Denominator for diluted earnings per share
32,139,702
31,988,753
31,835,408
Earnings per share:
Net income attributable to Inter Parfums, Inc.
common shareholders:
Basic
$ 4.77
$ 3.80
$ 2.76
Diluted
4.75
3.78
2.75
Not
included in the above computations is the effect of anti-dilutive potential common shares, which consist of outstanding options
to purchase 0 , 38,000 , and 175,000 shares of common stock for 2023, 2022, and 2021, respectively.
F- 26
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes
to Consolidated Financial Statements
December
31, 2023, 2022 and 2021
(In
thousands except share and per share data)
(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 based operations primarily represent the sale of prestige
brand name fragrances.
Information
on the Company’s operations by segments is as follows:
Year ended December 31,
2023
2022
2021
Net sales:
United States
$ 455,758
$ 342,644
$ 216,559
Europe
863,397
744,075
663,290
Eliminations of intercompany sales
( 1,480 )
( 66 )
( 333 )
$ 1,317,675
$ 1,086,653
$ 879,516
Net income attributable to Inter Parfums, Inc.:
United States
$ 63,781
$ 43,745
$ 29,359
Europe
89,250
77,193
57,869
Eliminations
( 377 )
—
183
$ 152,654
$ 120,938
$ 87,411
Depreciation and amortization expense including impairment loss:
United States
$ 6,517
$ 6,355
$ 3,835
Europe
10,814
16,184
8,863
$ 17,331
$ 22,539
$ 12,698
Interest and investment income:
United States
$ 346
$ 66
$ 3
Europe
10,810
5,769
3,526
Eliminations
( 427 )
( 349 )
( 126 )
$ 10,729
$ 5,486
$ 3,403
Interest expense:
United States
$ 1,351
$ 1,100
$ 636
Europe
10,329
2,848
2,315
Eliminations
( 427 )
( 349 )
( 126 )
$ 11,253
$ 3,599
$ 2,825
Income tax expense:
United States
$ 15,180
$ 6,920
$ 5,336
Europe
46,763
36,262
35,607
Eliminations
( 126 )
—
49
$ 61,817
$ 43,182
$ 40,992
December 31,
2023
2022
2021
Total assets:
United States
$ 344,341
$ 278,090
$ 247,703
Europe
1,066,684
1,052,004
931,735
Eliminations
( 41,696 )
( 21,552 )
( 34,074 )
$ 1,369,329
$ 1,308,542
$ 1,145,364
Additions to long-lived assets:
United States
$ 1,277
$ 2,318
$ 2,711
Europe
5,188
31,438
138,563
$ 6,465
$ 33,756
$ 141,274
Total long-lived assets:
United States
$ 57,372
$ 61,539
$ 63,094
Europe
436,819
423,999
334,033
$ 494,191
$ 485,538
$ 397,127
Deferred tax assets:
United States
$ 2,175
$ 2,906
$ 870
Europe
12,244
8,253
7,066
Eliminations
126
—
—
$ 14,545
$ 11,159
$ 7,936
United
States export sales were approximately $ 230.5 million , $ 180.0 million and $ 133.4 million in 2023, 2022 and 2021, respectively.
Consolidated net sales to customers by region are as follows:
Consolidated net sales to customers by region are as follows:
Year ended December 31,
2023
2022
2021
North America
$ 511,700
$ 421,000
$ 346,900
Europe
404,400
333,400
271,600
Asia
191,800
163,600
135,200
Middle East
107,300
87,800
61,000
Central and South America
92,700
69,900
56,400
Other
9,800
11,000
8,400
$ 1,317,700
$ 1,086,700
$ 879,500
Consolidated
net sales to customers in major countries are as follows:
Year Ended December 31,
2023
2022
2021
United States
$ 493,200
$ 410,000
$ 344,100
France
$ 51,000
$ 44,800
$ 44,000
Russia
$ 50,100
$ 33,964
$ 43,400
United Kingdom
$ 47,500
$ 37,900
$ 38,500
(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, 2023.
The
components of income before income taxes consist of the following:
Year ended December 31,
2023
2022
2021
U.S. operations
$ 78,962
$ 50,250
$ 34,742
Foreign operations
170,631
143,969
116,277
$ 249,593
$ 194,219
$ 151,019
F- 27
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes
to Consolidated Financial Statements
December
31, 2023, 2022 and 2021
(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,
2023
2022
2021
Current:
Federal
$ 12,062
$ 6,829
$ 4,825
State and local
712
658
518
Foreign
52,186
39,458
36,164
64,960
46,945
41,507
Deferred:
Federal
199
( 802 )
4
State and local
19
( 49 )
11
Foreign
( 3,361 )
( 2,912 )
( 530 )
( 3,143 )
( 3,763 )
( 515 )
Total income tax expense
$ 61,817
$ 43,182
$ 40,992
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,
2023
2022
Net deferred tax assets:
Foreign net operating loss carry-forwards
$ 218
$ 554
Inventory and accounts receivable
3,138
3,880
Profit sharing
3,505
2,871
Stock option compensation
613
716
Effect of inventory profit elimination
10,957
9,342
Other
1,674
266
Total gross deferred tax assets, net
20,105
17,629
Valuation allowance
( 296 )
( 554 )
Net deferred tax assets
19,809
17,075
Deferred tax liabilities (long-term):
Building expenses
( 1,327 )
( 1,356 )
Trademarks and licenses
( 2,238 )
( 2,160 )
Unrealized gain on marketable equity securities
( 1,044 )
( 1,745 )
Other
( 655 )
( 655 )
Total deferred tax liabilities
( 5,264 )
( 5,916 )
Net deferred tax assets
$ 14,545
$ 11,159
F- 28
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes
to Consolidated Financial Statements
December
31, 2023, 2022 and 2021
(In
thousands except share and per share data)
Valuation
allowances have been provided for deferred tax assets relating to foreign net operating loss carry-forwards as future profitable
operations from certain foreign subsidiaries might not be sufficient to realize the full amount of the deferred tax assets.
No
other valuation allowances have been provided as management believes that it is more likely than not that the asset will be realized
in the reduction of future taxable income.
The
Company estimated the effect of global intangible low-taxed income (“GILTI”) and has determined that it has no tax
liability related to GILTI as of December 31, 2023, 2022 and 2021. The Company also estimated the effect of foreign derived intangible
income (“FDII”) and recorded a tax benefit of approximately $ 2.4 million , $ 1.5 million and $ 0.9 million as of December 31,
2023, 2022 and 2021, respectively.
A
tax audit of our Company’s French subsidiary was finalized in 2023 for the tax years 2020 and 2021. As a result of the audit’s
conclusions, a one-time assessment of € 2.8 million ($3.1 million) is included in tax expense in the consolidated statements
of income. The Company’s French subsidiary is no longer subject to foreign tax examination for years before 2022. At this
point in time, the Company does not believe they will face any further assessments for tax years still open to audit.
The
Company is no longer subject to U.S. federal, state, and local income tax examinations by tax authorities for years before 2020.
Differences
between the United States federal statutory income tax rate and the effective income tax rate were as follows:
Year ended December 31,
2023
2022
2021
Statutory rates
21.0 %
21.0 %
21.0 %
State and local taxes, net of Federal benefit
0.2
0.2
0.3
Windfall benefit from exercise of stock options
( 0.4 )
( 0.4 )
( 0.9 )
Benefit of Foreign Derived Intangible Income
( 0.9 )
( 0.8 )
( 0.6 )
Effect of foreign taxes greater than U.S. statutory rates
4.3
3.1
7.4
Other
0.6
( 0.9 )
( 0.1 )
Effective rates
24.8 %
22.2 %
27.1 %
(17) Accumulated
Other Comprehensive Loss
The
components of accumulated other comprehensive loss consist of the following:
Year ended December 31,
2023
2022
2021
Net derivative instruments, beginning of year
$ 1,709
$ ( 992 )
$ —
Net derivative instrument (loss) gain, net of tax
( 1,645 )
2,701
( 992 )
Net derivative instruments, end of year
64
1,709
( 992 )
Cumulative translation adjustments, beginning of year
( 57,765 )
( 37,440 )
( 5,997 )
Translation adjustments
17,513
( 20,325 )
( 31,443 )
Cumulative translation adjustments, end of year
( 40,252 )
( 57,765 )
( 37,440 )
Accumulated other comprehensive loss
$ ( 40,188 )
$ ( 56,056 )
$ ( 38,432 )
(18) Reconciliation
of Cash and Cash Equivalents to the Statement of Cash Flows
The
following table provides a reconciliation of cash and cash equivalents reported within the consolidated balance sheets that sum
to the total of the same such amounts shown in the consolidated statements of cash flows (in millions) as of December 31, 2021:
December 31, 2021
Cash and cash equivalents
$ 159,613
Cash held in escrow included in other assets
8,774
Cash and cash equivalents per statement of cash flows
$ 168,387
(19) Related
Party Transactions
In
2023, a foreign subsidiary of Inter Parfums, Inc. began leasing office space and receiving consulting services from affiliates
of the Company’s Chairman and principal stockholder. The Company incurred approximately $ 47,000 of expenses for these services
in the year ended December 31, 2023.
F- 29
Schedule II
Schedule II - Valuation and Qualifying Accounts
INTER PARFUMS, INC. AND SUBSIDIARIES
Schedule of Valuation and Qualifying Accounts
Valuation and Qualifying Accounts
(In thousands)
Column A
Column B
Column C
Column D
Column E
Additions
(1)
(2)
Description
Balance at
beginning of
period
Charged to
costs and
expenses
Charged to
other
accounts
Deductions
Balance at
end of period
Allowance for doubtful accounts:
Year ended December 31, 2023
$ 4,690
( 1,466 )
( 670 )
(d)
450 (a)
2,104
Year ended December 31, 2022
$ 2,247
2,353
1,134
(d)
1,044 (a)
4,690
Year ended December 31, 2021
$ 5,550
877
( 844 )
(d)
3,336 (a)
2,247
Allowance for sales returns, net of inventory:
Year ended December 31, 2023
$ 5,410
3,071
—
4,783 (b)
3,698
Year ended December 31, 2022
$ 3,242
4,997
—
2,829 (b)
5,410
Year ended December 31, 2021
$ 2,242
3,042
—
2,042 (b)
3,242
Inventory reserve:
Year ended December 31, 2023
$ 11,431
10,284
476
(d)
948 (c)
21,243
Year ended December 31, 2022
$ 15,777
8,742
( 378 )
(d)
12,710 (c)
11,431
Year ended December 31, 2021
$ 9,371
8,217
7,041
(d)(e)
8,852 (c)
15,777
(a)
Write-off of bad debts.
(b)
Write-off of sales returns.
(c)
Disposal of inventory
(d)
Foreign currency translation adjustment
(e)
Inventory reserves acquired of $7,639
See
accompanying reports of independent registered public accounting firm.
F- 30
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: February 27, 2024
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
February 27, 2024
/s/ Michel Atwood
Michel Atwood
Chief Financial Officer and Director
February 27, 2024
/s/ Philippe Benacin
Philippe Benacin
Director
February 26, 2024
/s/ Philippe Santi
Philippe Santi
Director
February 26, 2024
/s/ François Heilbronn
François Heilbronn
Director
February 26, 2024
/s/ Robert Bensoussan
Robert Bensoussan
Director
February 26, 2024
/s/ Veronique Gabai-Pinsky
Veronique Gabai-Pinsky
Director
February 26, 2024
/s/ Gilbert Harrison
Gilbert Harrison
Director
February 26, 2024
/s/ Gerard Kappauf
Gerard Kappauf
Director
February 26, 2024
Exhibit
Index
The
following documents previously filed with the Commission are incorporated by reference to the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2018:
Exhibit
No.
Description
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
The
following document previously filed with the Commission is incorporated by reference to the Company’s Current Report on
Form 8-K as filed on February 7, 2020:
Exhibit
No.
Description
10.171
Amendment
to Consulting Agreement for Jean Madar Holding SAS
The
following documents previously filed with the Commission are incorporated by reference to the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2019:
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
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
10.172
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)
The
following documents previously filed with the Commission are incorporated by reference to the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2021:
Exhibit
No.
Description
4.33
2016
Stock Option Plan
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
The
following documents previously filed with the Commission are incorporated by reference to the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2022:
Exhibit
No.
Description
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
The
following document previously filed with the Commission is incorporated by reference to the Company’s Current Report on
Form 8-K as filed on April 20, 2023:
Exhibit
No.
Description
10.171-1
Amendment
to Service Agreement (formerly Consulting Agreement) for Jean Madar Holding SAS
Exhibits
Filed and Attached to this report:
The
following documents are filed with this report, the Company’s Annual Report on Form 10-K for the fiscal year ended December
31, 2023:
Exhibit
No.
Description
Page
Nos.
21
List of Subsidiaries
124
23
Consent of Mazars USA LLP
125
31.1
Certification Required by Rule 13a-14 of Chief Executive Officer
126
31.2
Certification Required by Rule 13a-14 of Chief Financial Officer
127
32.1
Certification Required by Section 906 of the Sarbanes-Oxley Act by Chief Executive Officer
128
32.2
Certification Required by Section 906 of the Sarbanes-Oxley Act by Chief Executive Officer
129
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.