Item 9A. Controls and Procedures
Item 9 A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
O ur 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”). In designing and evaluating the disclosure
controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, could provide only
reasonable assurance of achieving the desired control objectives, and
management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures. Based
on this evaluation, the Company's Chief Executive Officer and Chief Financial
Officer concluded that, as a result of the material weaknesses in internal
control over financial reporting described below in “Management’s Annual Report
on Internal Control over Financial Reporting”, the Company’s disclosure
controls and procedures were not effective as of December 31, 2024.
Management’s Annual Report on Internal Control over Financial Reporting
The management of Interparfums, 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, to provide reasonable assurance regarding the reliability
of our financial reporting and the preparation of financial statements for
external purposes in accordance with U.S. generally accepted accounting
principles (“GAAP”).
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. A material weakness is a deficiency, or combination of
deficiencies, in internal control over financial reporting, such that there is
a reasonable possibility that a material misstatement of the Company’s annual
or interim financial statements will not be prevented or detected on a timely
basis.
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
not effective as of December 31, 2024, due to the material weaknesses
identified below.
The Company does not have an annual
risk assessment process sufficiently designed to identify the risks that could
impact the Company’s consolidated financial statements. This includes processes to review any
previously-recognized risks and identify any potential new risks that could
have a material impact on the Company. As a result, the Company could not
properly assess if the key controls in place were sufficient to mitigate the risks
of material misstatement and the Company could not adequately provide oversight
over the testing of management’s internal control over financial reporting.
The Company did not design and
maintain an effective control environment commensurate with its financial
reporting requirements. Specifically, the Company did not maintain sufficient
documentation to evidence that controls have operated as designed with respect
to key financial statement accounts and assertions.
T he Company did not design and
maintain effective information technology general controls related to user
access at our Interparfums SA subsidiary, which limited management’s ability to
rely on technology-dependent controls relevant to the preparation of the
Company’s consolidated financial statements.
Despite the finding of these material
weaknesses, we have concluded that our consolidated financial statements and
related notes thereto included in this Annual Report on Form 10-K fairly
present in all material respects the financial condition, results of operations
and cash flows of the Company as of, and for, the periods presented.
Our independent auditor, Forvis Mazars, LLP,
a registered public accounting firm, has issued its report on its audit of our
internal control over financial reporting. Forvis Mazars, LLP’s attestation
report contains an adverse opinion on the effectiveness of the Company’s
internal control over financial reporting. This report appears on page F-2.
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Remediation Plan
We are committed to maintaining a strong
internal control environment and implementing measures designed to ensure that
control deficiencies contributing to the material weaknesses are remediated as
soon as practicable. The Company plans to engage a third-party firm to assist
us with designing and implementing a risk assessment process and establish
processes and controls to support an effective control environment. Specifically,
we will (i) design and implement effective risk assessment procedures and
monitoring activities, (ii) review our current processes, procedures, and
systems and assess the design of controls
to ensure the key controls address the relevant risks identified by management, (iii) enhance and
implement protocols to retain sufficient documentary evidence of operating
effectiveness of such controls, and (iv) implement enhanced process controls
around user access to information technology systems, including confirming and
monitoring appropriate user access levels to applications, programs and data. These actions are intended to enable the
Company to more effectively monitor the effectiveness of our internal control over financial reporting.
We believe that these actions, collectively,
will remediate the material weaknesses identified. However, our material weaknesses will not be
considered remediated until the controls operate for a sufficient period of
time and management has concluded, through testing, that the related controls
are operating effectively. We will continue to monitor the design and
effectiveness of these and other processes, procedures, and controls and will
make any further changes management deems appropriate.
Changes in Internal Control Over Financial Reporting
Except as described above, 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 most
recent fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial reporting.
Item 9B. Other Information.
(a) None.
(b) During the fourth quarter of 2024 , no director or officer has adopted or terminated either any “ Rule 10b5-1 trading arrangement ” or “ non-Rule 10b5-1 trading arrangement ,” as such terms are defined in the applicable regulation.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
None.
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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 Interparfums, Inc. and Director General of Interparfums SA
Philippe Benacin
Vice Chairman of the Board, President of Interparfums, 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
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 23 meetings (or executed consents in lieu thereof), including meetings of committees of the full Board of Directors during 2024, 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: Interparfums, 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 2024 , 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 2024, this committee consisted of Messrs. Francois Heilbronn, the Chairman, and Robert Bensoussan, and Ms. Gabai-Pinsky. The charter of the Audit Committee is posted on our Company’s website.
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The Company does not have an “audit committee financial expert” within the definition of the ap plicable 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 busines s 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 2024, this committee consisted of Messrs. Francois Heilbronn, the Chairman, and Robert Bensoussan, and Ms. Gabai-Pinsky. The charter of the Executive Compensation and Stock Option Committee is posted on our Company’s website.
●
Nominating Committee – During 2024, this committee consisted of Messrs. Francois Heilbronn, the Chairman, and Robert Bensoussan, and Ms. Gabai-Pinsky. The purpose of the Nominating Committee is to determine and recommend qualified persons to the Board of Directors who will be put forth as management’s slate of directors for vote of the Corporation’s stockholders, as well as to fill vacancies in the Board of Directors. The charter of the Nominating Committee is posted on our Company’s website.
We have adopted a board diversity policy, which 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.
Of the nine (9) board of directors of our Company, we presently have 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).
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Business Experience
The following sets forth biographical information as to the business experience of each executive officer and director of our Company for at least the past five years.
Jean Madar
Jean Madar, age 64, 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 66, 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 55, 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.
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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 63, 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 64, a Director since 1988, an independent director and Chairman 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 67, has been a Director since March 1997 and is also an independent director, and a member of the Audit Committee, Nominating Committee and the Executive Compensation and Stock Option Committee. 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.
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Veronique Gabai-Pinsky
Ms. Gabai-Pinsky, age 59, was elected for the first time to our board as an independent director in September 2017. She became a director of Interparfums, SA in April 2017. She is currently operating a startup specialty fragrance business, a director of Lifetime Brands (Nasdaq: LCUT), which is in the home goods business, and a member of the board of directors of Parfums de Marly, a privately held company. 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-Pinsky 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 84, 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 and past membership on the Advisory Council of the GRC Global Conference World Retail Congress, Shoptalk and the Financial Times Business of Luxury Summit. Additionally, he 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, a former 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.
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Kappauf
Gerard Kappauf (“Kappauf”), age 63, an independent 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’Oreal 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 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.
In 2024, Kappauf launched two new magazines: Citizen K Sport, which combines fashion and sport, and The Kurator India, the luxury supplement of the country’s leading business daily, Mint.
Founded in January 1992 by Kappauf, he has been the Chief Executive Officer, and Creative and Editorial Director of the K Group 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. 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 62, who was with Interparfums SA for more than the past 20 years, was the Executive Vice President and Chief Operating Officer of Interparfums SA, retired on December 31, 2024.
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.
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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 Interparfums, 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.
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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 the years 2024, 2023 and 2022 to any executive officers, other than Michel Atwood, who received options to purchase 5,000 shares on December 30, 2022 as part of his initial compensation package, and options to purchase 4,000 shares on December 29, 2023 and December 31, 2024, the last business day each such calendar year, respectively. 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. On December 31, 2024, options to purchase 1,500 shares were granted to all five of our independent directors, Messrs. Heilbronn, Bensoussan, Harrison and Kappauf and Ms. Gabai-Pinsky at the fair market value on the date of grant, $130.60 per share.
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.
54
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 2024 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 2024, the members of such committee consisted of Messrs. Francois Heilbronn and Robert Bensoussan, and Ms. Gabai-Pinsky.
Elements of Compensation
General
The compensation of our executive officers is generally comprised of base salaries, including a fee paid to the holding companies of each of Messrs. Madar and Benacin, annual cash bonuses and long-term equity incentive awards. In determining specific components of compensation, the Compensation Committee considers individual performance, level of responsibility, skills and experience, other compensation awards or arrangements and overall company performance. The Compensation Committee reviews and approves all elements of compensation for all of our executive officers taking into consideration recommendations from the Chief Executive Officer of our Company and the Chief Executive Officer of Interparfums SA, as well as information regarding compensation levels at competitors in our industry.
55
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, 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. Further still, 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. Finally, initial executive compensation matters for Interparfums SA are authorized by an independent committee, the Interparfums SA Corporate Governance, Nominations and Remuneration Committee (the “IPSA Remuneration Committee”).
56
For 2024, Mr. Benacin received a base salary of $821,500, as compared to $795,000 in 2023. Included in this amount are payments made to Mr. Benacin’s holding company of $250,000 for each year. 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 ratifying Mr. Benacin’s base compensation that was approved by the IPSA Remuneration Committee, and 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 2024, the base salary of each of Messrs. Santi and Garcia-Pelayo was €474,462 a nominal increase from €458,000 in 2023. Such increases were nominal, as compared to bonus compensation, as discussed later in the section. The Compensation Committee considered the recommendations of Mr. Benacin, base compensation that was approved by the IPSA Remuneration Committee, results of operations for the year, as well as the services performed for European based operations by Messrs. Santi and Garcia-Pelayo in ratifying 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 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. This fee was also $2 million for 2024.
Mr. Atwood, who became the Chief Financial Officer in September 2022, was paid a base salary of $700,000 for 2024, an increase from his 2023 base salary of $525,000. The Compensation Committee considered the following material factors in approving the base salary of Mr. Atwood for 2024: his individual performances, level of responsibilities, and skill, as well as the recommendation of the Chief Executive Officer.
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Bonus Compensation/Annual Incentives
The discretionary bonuses for Mr. Benacin were $411,000 and $216,000, in recognition of the record setting performances in both sales and earnings of Interparfums SA, our French operating subsidiary for 2024 and 2023 respectively. In addition, the Compensation Committee agreed with the recommendations of Mr. Benacin, IPSA Remuneration Committee and the contributions made by Messrs. Santi and Garcia-Pelayo to the Company’s success and growth. Mr. Santi was awarded a discretionary bonus of $425,000, $458,000, and $437,000, in 2024, 2023, and 2022, respectively, or 83% , 92%, and 96%, of his base salary for those years. Mr. Garcia-Pelayo was awarded a discretionary bonus of $458,000 and $437,000, in 2023 and 2022, respectively, or 92% and 96%, of his base salary for those years. Mr. Garcia-Pelayo did not receive a discretionary bonus in 2024 due to his retirement, however, he did receive a severance payment of $2,243,490.
A different approach is taken for United States based operations as they are 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.
Mr. Atwood, the Chief Financial Officer, who as part of a verbal agreement with the Company, is entitled to a guaranteed annual bonus of $100,000, as well as a $100,000 bonus based upon achieving certain milestones. For both 2024 and 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 for more than 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 $31,688.
Calculation of the total annual benefits contribution is made according to the following formula:
50% of (Interparfums SA fiscal income after taxes, less 2.5% of shareholders’ equity excluding current year income and pension provision) 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 2024, 2023 and 2022, at the recommendation of the Chief Executive Officer, the Compensation Committee authorized the grant of a stock option to purchase 4,000, 4,000 and 5,000 shares, respectively, to Mr. Atwood, 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 incentive that result in increased corporate performance tend to build company loyalty. No other stock option grants were made to other executive officers in 2024, 2023 or 2022, including Messrs. Jean Madar and Philippe Benacin.
58
Interparfums SA Stock Compensation Plans
2024 - 2023 No shares were granted to any employees or corporate officers during either year.
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 IPSA and subsidiaries 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).
As of December 31, 2024:
●
96,371 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).
Stock Appreciation Rights
Our stock option plans authorize us to grant stock appreciation rights, or SARs. An 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.
59
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.
Other Compensation
For 2024, each of Messrs. Benacin and Garcia-Pelayo received an automobile allowance of $11,690.
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, and match 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 2024, 2023, and 2022, each of Messrs. Benacin, Santi and Garcia-Pelayo received an increase of approximately $19,000, $17,600, and $16,006, respectively, in their value of deferred compensation earnings.
Compensation Committee Report
We have reviewed and discussed with management the Compensation Discussion and Analysis provisions to be included in this Annual Report on Form 10-K for fiscal year ended December 31, 2024 and the proxy statement for the upcoming annual meeting of shareholders. Based on this review and discussion, we recommend to the Board of Directors that the Compensation Discussion and Analysis referred to above be included in this Annual Report on Form 10-K as well as the proxy statement for the upcoming annual meeting of shareholders.
François Heilbronn
Veronique Gabai-Pinsky and
Robert Bensoussan
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The following table sets forth a summary of all compensation awarded to, earned by or paid to our “named executive officers,” who are our principal executive officer, our principal financial officer, and each of the three most highly compensated executive officers of our company. This table covers all such compensation during fiscal years ended December 31, 2024 , December 31, 2023 and December 31, 2022 . For all compensation related matters disclosed in the summary compensation table, and elsewhere where applicable, all amounts paid in euro have been converted to U.S. dollars at the average rate of exchange in each year.
SUMMARY COMPENSATION TABLE
Name and Principal Position
Year
Salary
($)
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 )
2024
2,000,000
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
2,000,000
Chairman and
2023
2,000,00 0
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
2,000,000
Chief Executive Officer
2022
1,230,000
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
1,230,000
Michel Atwood ( 5 )
2024
700,000
125,000
- 0 -
133,251
- 0 -
- 0 -
- 0 -
958,251
Chief Financial Officer
2023
525,000
125,000
- 0 -
140,327
- 0 -
- 0 -
- 0 -
790,327
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 CFO & Ex VP
Philippe Benacin, President
2024
821,507
411,312
- 0 -
- 0 -
- 0 -
19,072
11,690
1,263,581
Interparfums, Inc. and Chief Executive
2023
794,975
216,260
- 0 -
- 0 -
- 0 -
17,600
11,678
1,040,513
Officer of Interparfums SA
2022
755,440
210,600
139,077
- 0 -
- 0 -
16,006
11,372
1,132,495
Philippe Santi, Executive Vice
2024
513,558
425,058
- 0 -
- 0 -
31,688
18,920
11,690
989,224
President, Interparfums SA
2023
495,668
457,714
- 0 -
- 0 -
37,603
17,600
- 0 -
1,008,585
2022
454,896
436,995
139,077
- 0 -
32,485
16,006
- 0 -
1,079,459
Frédéric Garcia-Pelayo,
2024
515,616
-0-
- 0 -
- 0 -
31,688
18,969
2,243,490 (6)
2,809,763
Executive Vice President and
2023
495,668
457,714
- 0 -
- 0 -
37,603
17,600
11,678
1,020,263
Chief Operating Officer Interparfums SA
2022
454,896
436,995
139,077
- 0 -
32,485
16,006
11,372
1,090,831
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1
Amounts reflected under Option Awards represent the grant date fair values in 2024, 2023 and 2022 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 12 to the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024 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 $31,688.
Calculation of total annual benefits contribution is made according to the following formula:
50 % of (Interparfums SA fiscal income after taxes, less 2.5 % of shareholders’ equity excluding current year income and pension provision) 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 2024 , 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.
6
Mr. Garcia-Pelayo received a severance payment of $ 2,243,490 as the result of his retirement on December 31, 2024.
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 Interparfums, Inc. and
Chief Executive Officer of Interparfums SA
- 0 -
11,690
- 0 -
11,690
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 -
11,690
- 0 -
11,690
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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
12/31/2024
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
4,000
$130.60
$131.51
Philippe Benacin
NA
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
NA
NA
Philippe Santi
NA
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
NA
NA
Frédéric Garcia-Pelayo
NA
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
NA
NA
NA means not applicable.
Interparfums SA Stock Compensation Plan
No awards were granted in 2024 by Interparfums SA under its Stock Compensation Plan.
Interparfums SA Profit Sharing Plan
As discussed above and 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 $31,688.
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Calculation of total annual benefits contribution is made according to the following formula:
50 % of (Interparfums SA fiscal income after taxes, less 2.5 % of shareholders equity excluding current year income and pension provision) 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
$31,688
Frédéric Garcia-Pelayo
Interparfums SA Profit Sharing Plan
$31,688
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth certain information relating to outstanding equity awards of our Company held by the executive officers listed in the Summary Compensation Table as of December 31, 2024 .
Option Awards
Name
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable ( 1 )
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
Equity Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
Option
Exercise
Price ($)
Option
Expiration
Date
Jean Madar
25,000
( 2 )
0
( 2 )
0
73.09
12/30/25
Michel Atwood
2,000
3,000
0
97.84
12/30/28
800
3,200
0
147.71
12/28/29
0
4,000
0
130.60
12/30/30
Philippe Benacin
25,000
( 2 )
0
( 2 )
0
73.09
12/30/25
Philippe Santi
2,000
0
0
73.09
12/30/25
Frédéric Garcia-Pelayo (3)
0
0
0
0.0
12/30/24
[ 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.
3
Outstanding options to purchase 2,000 shares at $73.09 expired on December 31, 2024, the date of his retirement.
64
The following table sets certain information relating to outstanding equity awards granted by Interparfums SA, our majority-owned French subsidiary which has its shares traded on the NYSE Euronext, held by the executive officers of our company listed in the Summary Compensation Table as of the end of the past fiscal year.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OF INTERPARFUMS SA
Option Awards
Stock Awards
Name
Number of Securities Underlying Unexercised Options (#) Exercisable)
Number of Securities Underlying Unexercised Options (#) Unexercisable
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned
Options (#)
Option
Exercise
Price ($)
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
3,993
176,338
- 0 -
- 0 -
Michel Atwood
- 0 -
0
- 0 -
NA
NA
- 0 -
- 0 -
- 0 -
- 0 -
Philippe Benacin
- 0 -
0
- 0 -
NA
NA
3,993
176,338
- 0 -
- 0 -
Philippe Santi
- 0 -
0
- 0 -
NA
NA
7,986
352,677
- 0 -
- 0 -
Frédéric Garcia-Pelayo
- 0 -
0
- 0 -
NA
NA
7,986
352,677
- 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, 2024 , the closing price of Interparfums SA as reported by the Euronext was 40.80 euros, and the exchange rate was 1.04 U.S. dollars to 1 euro.
65
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
1,596,750
- 0 -
- 0 -
Michel Atwood
- 0 -
- 0 -
- 0 -
- 0 -
Philippe Benacin
25,000
1,665,250
- 0 -
- 0 -
Philippe Santi
4,000
267,171
- 0 -
- 0 -
Frédéric Garcia-Pelayo
4,000
255,115
- 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
Interparfums SA Pension Plan
NA
396,655
19,072
Philippe Santi
Interparfums SA Pension Plan
NA
396,504
18,920
Frédéric Garcia-Pelayo
Interparfums SA Pension Plan
NA
396,552
18,969
*
Does not include any contributions made by prior employers, or individually by the recipients as such information is confidential under French law.
66
Interparfums SA maintains a pension plan for all of its employees, including all executive officers. The calculation of commitments for severance benefits involves estimating the probable present value of projected benefit obligations. This projected benefit obligations are then prorated to take into account seniority of the employees of Interparfums SA on the calculation date.
In calculating benefits, the following assumptions were applied:
-
voluntary retirement at age 65;
-
a rate of 45% for employer payroll contributions for all employees;
-
a 4% average annual salary increase;
-
an annual rate of turnover for all employees under 55 years of age and nil above;
-
the TH 00-02 mortality table for men and the TF 00-02 mortality table for women;
-
a discount rate of 3.38%.
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. Mr. Garcia-Pelayo retired on December 31, 2024 and started collecting reduced benefits.
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 2024, our last completed fiscal year:
●
Our median employee’s compensation was $83,526
●
Our Chief Executive Officer’s total 2024 compensation was $3,596,750
●
Accordingly, our 2024 CEO to Median Employee Pay Ratio was 43.06 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, 2024 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, 2024. 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.
67
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
($)
François Heilbronn
26,000
- 0 -
49,969
- 0 -
- 0 -
69,220
145,189
Robert Bensoussan
26,000
- 0 -
49,969
- 0 -
- 0 -
68,775
144,744
Veronique Gabai-Pinsky
26,000
- 0 -
49,969
- 0 -
- 0 -
85,065
161,034
Gilbert Harrison
15,000
- 0 -
49,969
- 0 -
- 0 -
68,048
127,017
Kappauf
18,000
- 0 -
49,969
- 0 -
- 0 -
- 0 -
67,969
[Footnotes from table above]
1 .
Represents gain from exercise of stock options.
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.
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.
68
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 March 11 , 2025 , we had 32,123,940 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
7,114,341 2
22.1
%
Philippe Benacin
Interparfums SA
10 rue de Solférino
75007 Paris, France
6,896,064 3
21.5
%
Michel Atwood
c/o Interparfums, Inc.
551 Fifth Avenue
New York, NY 10176
2,800 4
Less than 1
%
Philippe Santi
Interparfums SA
10 rue de Solférino
75008 , Paris, France
2,000 5
Less than 1
%
François Heilbronn
60 Avenue de Breteuil
75007 Paris, France
30,963 6
Less than 1
%
Robert Bensoussan
c/o Sirius Equity LLP
52 Brook Street
W 1 K 5 DS London, UK
13,400 7
Less than 1
%
Veronique Gabai-Pinsky
200 East End Avenue
New York, NY 10128
2,400 8
Less than 1
%
Gilbert Harrison
Harrison Group
239 Ox Pasture Road
South Hampton, NY 11968
4,350 9
Less than 1
%
Gerard Kappauf
44 rue Notre de Dame de Nazareth
75003 Paris, France
300 10
Less than 1
%
All Directors and Officers
(As a Group 9 Persons)
14,066,618 11
43.8
%
69
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 15,000 shares held directly, 7,074,341 shares held indirectly through Jean Madar Holding SAS, a personal holding company, and options to purchase 25,000 shares.
3
Consists of 6,871,064 shares held indirectly through Philippe Benacin Holding SAS, a personal holding company, and options to purchase 25,000 shares.
4
Consists of shares of common stock underlying options for Mr. Atwood.
5
Consists of shares of common stock underlying options for Mr. Santi
6
Consists of 28,563 shares held directly and options to purchase 2,400 shares for Mr. Heilbronn.
7
Consists of 11,000 shares held directly and options to purchase 2,400 shares for Mr. Bensoussan .
8
Consists of shares of common stock underlying options for Ms. Gabai -Pinsky.
9
Consists of 1,950 shares held directly and 2,400 shares of common stock underlying options for Mr. Harrison.
10
Consists of shares of common stock underlying options for Mr. Kappauf.
11
Consists of 14,001,918 shares held directly or indirectly, and options to purchase 64,700 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
246,430
$103.24
494,395
Equity compensation plans not approved by security holders
- 0 -
NA
- 0 -
Total
246,430
$103.24
494,395
70
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 2024, 2023, and 2022, and fees for such services were $ 240,000 . $530,000, and $491,300, respectively.
In March 2024, Interparfums SA, a majority owned subsidiary of Interparfums, Inc. made a short-term loan to Interparfums, Inc. of $24 million to fund the dividend payment for the first quarter of 2024. The loan was repaid in one lump sum on May 31, 2024, together with interest at approximately 4.95% per annum.
In September 2023, Interparfums Luxury Brands, Inc., an indirect majority-owned subsidiary of the Company, loaned the Company $20 million, which was repaid in 2024 with 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 was repaid in 2024 with interest at 5.3% per annum. These loans partially funded our share repurchase plan during 2023 and cash dividend payments.
Fee for Director’s Company
As previously reported, in connection with the acquisition of the Donna Karan/DKNY license, which became effective on July 1, 2022, 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. The same $2.0 million fee was paid to Jean Madar Holding SAS under the Service Agreement during 2024.
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.
71
The following are our directors who are independent directors within the applicable rules of The Nasdaq Stock Market:
François 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
Introductory Statement
Our Current Report on Form 8-K relating to our change in certifying accountant as filed with the United States Securities and Exchange Commission on June 6, 2024 is incorporated by reference herein.
Fees
The following sets forth the fees billed to us by Forvis Mazars, LLP and Mazars USA LLP, as well as discusses the services provided for the past two fiscal years, fiscal years ended December 31, 2024 and December 31, 2023.
Audit Fees
Fees billed by Forvis Mazars, LLP and its affiliates, Forvis Mazars SA and Forvis Mazars S.p.A. for audit services and review of the consolidated financial statements contained in our Quarterly Reports on Form 10-Q was $1.4 million for the Q2 and Q3 10-Qs and the annual 10-K for 2024. Fees billed by Mazars USA LLP and its affiliates, Mazars S.A. and Mazars Italia S.p.A. for audit services and review of the consolidated financial statements contained in our Quarterly Reports on Form 10-Q were $0.3 million for the Q1 2024 10-Q and $1.4 and million for the full year 2023.
Audit-Related Fees
Forvis Mazars, LLP and Mazars USA LLP did not bill us for any audit-related services during 2024 and 2023.
Tax Fees
Forvis Mazars, LLP and Mazars USA LLP did not bill us for any tax services during 2024 and 2023.
All Other Fees
Forvis Mazars, LLP and its affiliates billed us $0.1 million for other services during 2024. Mazars S.A. billed us nil and $9,000 for other services during 2024 and 2023, 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.
72
During the first quarter of 2024, 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, 2024.
●
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, 2024. 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, 2024. If we require further other 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.
These approvals were applicable to Forvis Mazars , LLP upon the agreement of the Audit Committee to engage with Forvis Mazars , LLP after the merger of Forvis LLP and Mazars USA LLP.
73
PART
IV
Item
15. Exhibits, Financial Statement Schedules
Page
( a)(1) Financial Statements annexed hereto
Reports of Independent Registered Public Accounting Firms
F-2
Audited Financial Statements:
Consolidated Balance Sheets as of December 31, 2024 and 2023
F-6
Consolidated Statements of Income for each of the years in the three-year period ended December 31, 2024
F-7
Consolidated Statements of Comprehensive Income for each of the years in the three-year period ended December 31, 2024
F-8
Consolidated Statements of Changes in Shareholders’ Equity for each of the years in the three-year period ended December 31, 2024
F-9
Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 2024
F-10
Notes to Consolidated Financial Statements
F-11
(a)(2) Financial Statement Schedule:
Schedule II – Valuation and Qualifying Accounts
F-37
(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.
74
INTERPARFUMS, INC. AND SUBSIDIARIES
Consolidated
Financial Statements and Schedule
Index
Page
Report of Independent Registered Public Accounting Firm
F-2
( Forvis Mazars, LLP, New York, New York, PCAOB ID 686 )
Report of Independent Registered Public Accounting Firm
F-5
( Mazars USA LLP, New York, New York, PCAOB ID 339 )
Audited Financial Statements:
Consolidated Balance Sheets as of December 31, 2024 , and 2023
F-6
Consolidated Statements of Income for each of the years in the three-year period ended December 31, 2024
F-7
Consolidated Statements of Comprehensive Income for each of the years in the three-year period ended December 31, 2024
F-8
Consolidated Statements of Changes in Shareholders’ Equity for each of the years in the three-year period ended December 31, 2024
F-9
Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 2024
F-10
Notes to Consolidated Financial Statements
F-11
Financial Statement Schedule:
Schedule II – Valuation and Qualifying Accounts
F-37
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To Shareholders and the Board of Directors of Interparfums, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited
the accompanying consolidated balance sheets of Interparfums, Inc. (the
“Company”) as of December 31, 2024, the related consolidated statements of
income, comprehensive income, shareholders’ equity, and cash flows for the year
ended December 31, 2024, 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, 2024, based on criteria established in Internal Control – Integrated Framework:
(2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).
We also have
audited the adjustments to the 2023 financial statements to retrospectively
apply the change in accounting related to the Company’s adoption of ASU
2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment
Disclosures as described in Note 15. In our opinion, such adjustments are
appropriate and have been properly applied. We were not engaged to audit,
review, or apply any procedures to the 2023 financial statements of the Company
other than with respect to the adjustments and, accordingly, we do not express
an opinion or any other form of assurance on the 2023 financial statements
taken as a whole.
A material weakness is a deficiency, or a combination of
deficiencies, in internal control over financial reporting, such that there is
a reasonable possibility that a material misstatement of the Company’s annual
or interim financial statements will not be prevented or detected on a timely
basis. The following material weaknesses have been identified and included in
management’s assessment:
●
The Company does not have an annual risk assessment process sufficiently designed to identify the risks that could impact the Company's consolidated financial statements. This includes processes to review any previously recognized risks and identify any potential new risks that could have a material impact on the Company. As a result, the Company could not properly assess if the key controls in place were sufficient to mitigate the risks of material misstatement and the Company could not adequately provide oversight over the testing of management's internal control over financial reporting.
●
The Company did not design and maintain an effective control environment commensurate with its financial reporting requirements. Specifically, the Company did not maintain sufficient documentation to evidence that controls have operated as designed with respect to key financial statement accounts and assertions.
●
The Company did not design and maintain an effective information technology general controls related to user access at our Interparfums SA subsidiary, which limited management's ability to rely on technology-dependent controls relevant to the preparation of the Company's consolidated financial statements.
These material weaknesses were considered in determining the
nature, timi ng, and extent of auditing procedures applied in our audit
of the Company’s consolidated financial statements as of and for the year ended
December 31, 2024 and our opinion regarding the effectiveness of the Company’s
internal control over financial reporting does not affect our opinion on those
consolidated financial statements.
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,
2024, and the results of its operations and its cash flows for the year ended
December 31, 2024, in conformity with accounting principles generally accepted
in the United States of America. Also, i n our opinion, because of the
effect of the material weakness described above on the achievement of the
objectives of the control criteria, the Company has not maintained effective
internal control over financial reporting as of December 31, 2024, based on
criteria established in Internal Control – Integrated Framework: (2013) issued
by the COSO.
F-2
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
financial statements and an opinion on the Company’s internal control over
financial reporting based on our audit.
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
audit in accordance with the standards of the PCAOB. Those standards require
that we plan and perform the audit 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.
Our audit of the
financial statements included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures
include examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audit also included evaluating the
accounting principles used and significant estimates made by management, as
well as evaluating the overall presentation of the 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
audit also included performing such other procedures as we considered necessary
in the circumstances. We believe that our audit 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 reliable 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 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 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 matters communicated below are matters arising from the current-period
audit of the financial statements that were communicated or required to be
communicated to the audit committee and that: (1) relate to accounts or
disclosures that are material to the financial statements and (2) involved
our especially challenging, subjective, or complex judgments. The communication
of critical audit matters does not alter in any way our opinion on the
financial statements, taken as a whole, and we are not, by communicating the
critical audit matters below, providing separate opinions on the critical audit
matters or on the accounts or disclosures to which they relate.
F-3
Indefinite-Lived
Intangible Assets
As described in
Notes 1 and 7 to the consolidated financial statements, the Company’s
indefinite-lived intangible assets were $116.2 million as of December 31, 2024.
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. 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
management’s evaluations are estimated based upon discounted future cash flow
projections using a weighted average cost of capital.
We have
identified the indefinite-lived intangible assets as a critical audit matter.
The principal considerations for our determination are (i) the significant
judgment used by management when developing the fair value of the
indefinite-lived intangible assets; (ii) a high degree of auditor judgment,
subjectivity, and effort in performing procedures and evaluating management’s
significant assumptions related to estimates of projected future sales and
discount rates; and (iii) the audit effort involved the use of professionals
with specialized skill and knowledge.
The procedures we
performed to address this critical audit matter included:
●
Obtained an understanding of the Company’s valuation model and process for assessing impairment of indefinite-lived intangible assets, and evaluated the design and tested the operating effectiveness of controls relating to the indefinite-lived intangible assets impairment assessments.
●
Involved the firm’s valuation specialists to assist in our procedures in evaluating the appropriateness of management's valuation models and assumptions, specifically related tot he weighted average cost of capital (i.e., the discount rate) and long-term growth rate.
●
Evaluated the reasonableness of the significant assumptions used by management related to projected future sales and cash flows.
●
Testing the completeness and accuracy of data used by management in their valuation model, and the mathematical accuracy of management’s valuation model.
Forvis Mazars, LLP
/s/ Forvis Mazars, LLP
We have served as the Company's auditor since 2024 .
New York, New York
March 11, 2025
F-4
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To Shareholders and the Board of Directors of Interparfums, Inc. (f/k/a Inter Parfums, Inc.)
Opinion on the Financial Statements
We have audited, before the effects
of the adjustments to retrospectively apply the change in accounting described
in Note 14 , the
accompanying consolidated balance sheet of Interparfums,
Inc. (the “Company”) as of December 31, 2023, and the related consolidated
statements of income, comprehensive income, shareholders' equity, and cash
flows for each of the years in the two-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 “consolidated financial statements”). In our opinion, the
consolidated financial statements, before the effects of the adjustments to
retrospectively apply the change in accounting (as described in Note 14), present
fairly, in all material respects, the financial position of the Company as of
December 31, 2023, and the results of its operations and its cash flows for
each of the years in the two-year period ended December 31, 2023, in conformity
with accounting principles generally accepted in the United States of America.
We were not engaged to audit,
review, or apply any procedures to the adjustments to retrospectively apply the
change in accounting (as described in Note 14) and, accordingly, we do not
express an opinion or any other form of assurance about whether such adjustments
are appropriate and have been properly applied. Those adjustments were audited
by Forvis Mazars, LLP.
Basis for Opinion
These consolidated financial
statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on the Company’s consolidated financial
statements based on our audits. We are a public accounting firm registered with
the 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 audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement, whether
due to error or fraud. Our audits 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. We believe that our audits provide a
reasonable basis for our opinion.
We have served as
the Company's auditor from 2004 to 2024.
Mazars USA LLP
/s/ Mazars USA LLP
New York, New York
February 27, 2024
F-5
INTERPARFUMS, INC. AND SUBSIDIARIES
Consolidated
Balance Sheets
December 31, 2024 , and 2023
(In thousands except share and per share data)
Assets
2024
2023
Current assets:
Cash and cash equivalents
$
125,433
$
88,462
Short-term investments
109,311
94,304
Accounts receivable, net
274,705
247,240
Inventories
371,920
371,859
Receivables, other
6,122
7,012
Other current assets
27,035
29,458
Income taxes receivable
306
691
Total current assets
914,832
839,026
Property, equipment and leasehold improvements, net
153,773
169,222
Right-of-use assets, net
24,603
28,613
Trademarks, licenses and other intangible assets, net
282,484
296,356
Deferred tax assets
17,034
14,545
Other assets
18,535
21,567
Total assets
$
1,411,261
$
1,369,329
Liabilities and Equity
Current liabilities:
Loans payable - banks
$
8,311
$
4,420
Current portion of long-term debt
41,607
29,587
Current portion of lease liabilities
6,087
5,951
Accounts payable - trade
91,049
97,409
Accrued expenses
172,758
178,880
Income taxes payable
12,615
8,498
Total current liabilities
332,427
324,745
Long–term debt, less current portion
115,734
127,897
Lease liabilities, less current portion
20,455
24,517
Equity:
Interparfums, 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, 32,110,170 and 32,004,660 shares on December 31, 2024 , and 2023 , respectively
32
32
Additional paid-in capital
106,702
98,565
Retained earnings
763,240
693,848
Accumulated other comprehensive loss
( 72,239
)
( 40,188
)
Treasury stock, at cost, 9,981,665 and 9,981,665 common shares on December 31, 2024 , and 2023 , respectively
( 52,864
)
( 52,864
)
Total Interparfums, Inc. shareholders’ equity
744,871
699,393
Noncontrolling interest
197,774
192,777
Total equity
942,645
892,170
Total liabilities and equity
$
1,411,261
$
1,369,329
See accompanying notes to consolidated financial statements.
F-6
INTERPARFUMS, INC. AND SUBSIDIARIES
Consolidated
Statements of Income
Years
ended December 31, 2024 , 2023 , and 2022
(In thousands except share and per share data)
2024
2023
2022
Net sales
$
1,452,325
$
1,317,675
$
1,086,653
Cost of sales
524,984
478,597
392,231
Gross margin
927,341
839,078
694,422
Selling, general, and administrative expenses
648,540
587,696
492,370
Impairment loss
4,005
—
7,749
Income from operations
274,796
251,382
194,303
Other expenses (income):
Interest expense
7,825
11,253
3,599
Loss on foreign currency
1,085
1,582
1,921
Interest and investment income
( 2,218
)
( 10,729
)
( 5,486
)
Other (income) expense
( 287
)
( 317
)
50
Nonoperating Income (Expense)
6,405
1,789
84
Income before income taxes
268,391
249,593
194,219
Income taxes
64,958
61,817
43,182
Net income
203,433
187,776
151,037
Less: Net income attributable to the noncontrolling interest
39,075
35,122
30,099
Net income attributable to Interparfums, Inc.
$
164,358
$
152,654
$
120,938
Net income attributable to Interparfums, Inc. common shareholders:
Basic
$
5.13
$
4.77
$
3.80
Diluted
$
5.12
$
4.75
$
3.78
Weighted average number of shares outstanding:
Basic
32,036,728
31,994,328
31,859,417
Diluted
32,124,285
32,139,702
31,988,753
Dividends declared per share
$
3.00
$
2.50
$
2.00
See accompanying notes to consolidated financial statements.
F-7
INTERPARFUMS, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
Years ended December 31, 2024 , 2023 , and 2022
(In thousands except share and per share data)
2024
2023
2022
Net income
$
203,433
$
187,776
$
151,037
Other comprehensive income:
Net derivative instrument (loss) income, net of tax
( 2,249
)
( 3,329
)
2,356
Transfer of OCI into earnings
( 64
)
1,709
992
Pension benefits, net of tax
2,785
—
—
Translation adjustments, net of tax
( 42,059
)
24,042
( 29,683
)
Other comprehensive income (loss), before tax
( 41,587
)
22,422
( 26,335
)
Comprehensive income
161,846
210,198
124,702
Comprehensive income attributable to noncontrolling interests:
Net income
39,075
35,122
30,099
Net derivative instrument (loss) income, net of tax
( 618
)
25
647
Pension benefits, net of tax
766
—
—
Translation adjustments, net of tax
( 9,684
)
6,529
( 9,358
)
Comprehensive income (loss), net of tax, attributable to noncontrolling interest
29,539
41,676
21,388
Comprehensive income attributable to Interparfums Inc.
$
132,307
$
168,522
$
103,314
See accompanying notes to consolidated financial statements.
F-8
INTERPARFUMS, INC. AND SUBSIDIARIES
Consolidated Statements of Changes in Shareholders’ Equity
Years ended December 31, 2024 , 2023 , and 2022
(In thousands except share and per share data)
2024
2023
2022
Common stock, beginning and end of year
$
32
$
32
$
32
—
—
—
32
32
32
Additional paid-in capital, beginning of year
98,565
90,186
87,132
Shares issued upon exercise of stock options
7,049
8,025
6,004
Share-based compensation
1,039
1,246
1,355
Transfer of subsidiary shares purchased
49
( 892
)
( 4,305
)
Additional paid-in capital, end of year
106,702
98,565
90,186
Retained earnings, beginning of year
693,848
620,095
560,663
Net income
164,358
152,654
120,938
Dividends
( 96,026
)
( 80,047
)
( 63,743
)
Share-based compensation
1,060
1,146
2,237
Retained earnings, end of year
763,240
693,848
620,095
Accumulated other comprehensive loss, beginning of year
( 40,188
)
( 56,056
)
( 38,432
)
Foreign currency translation adjustment, net of tax
( 32,375
)
17,513
( 20,325
)
Transfer from other comprehensive income into earnings
( 64
)
1,709
992
Pension benefits, net of tax
2,019
—
—
Net derivative instrument (loss) income, net of tax
( 1,631
)
( 3,354
)
1,709
Accumulated other comprehensive loss, end of year
( 72,239
)
( 40,188
)
( 56,056
)
Treasury stock, beginning of year
( 52,864
)
( 37,475
)
( 37,475
)
Shares repurchased
—
( 15,389
)
—
Treasury stock, end of year
( 52,864
)
( 52,864
)
( 37,475
)
Noncontrolling interest, beginning of year
192,777
171,364
166,412
Net income
39,075
35,122
30,099
Foreign currency translation adjustment, net of tax
( 9,684
)
6,529
( 9,358
)
Pension benefits, net of tax
766
—
—
Net derivative instrument (loss) income, net of tax
( 618
)
25
647
Dividends
( 24,729
)
( 20,301
)
( 16,056
)
Share-based compensation
236
180
( 282
)
Transfer of subsidiary shares purchased
( 49
)
( 142
)
( 98
)
Noncontrolling interest, end of year
197,774
192,777
171,364
788,146
738,332
702,450
187,776
151,037
110,027
Total equity
$
942,645
$
892,170
$
788,146
See accompanying notes to consolidated financial statements.
F-9
INTERPARFUMS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended December 31, 2024 , 2023 , and 2022
(In thousands)
2024
2023
2022
Cash flows from operating activities:
Net income
$
203,433
$
187,776
$
151,037
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization including impairment loss
28,358
17,331
22,539
Provision for doubtful accounts
618
( 1,734
)
2,353
Noncash stock compensation
2,379
2,525
3,143
Share of (income) loss of equity investment
( 460
)
( 317
)
49
Noncash lease expense
6,271
5,448
4,980
Deferred tax benefit
( 3,356
)
( 2,987
)
( 3,604
)
Change in fair value of derivatives
93
( 301
)
227
Changes in:
Accounts receivable
( 41,281
)
( 36,843
)
( 59,640
)
Inventories
( 17,203
)
( 73,700
)
( 98,297
)
Other assets
5,428
11,868
( 13,651
)
Operating lease liabilities
( 6,128
)
( 5,290
)
( 4,795
)
Accounts payable and accrued expenses
4,868
3,064
64,738
Income taxes, net
4,622
( 1,066
)
3,952
Net cash provided by operating activities
187,642
105,774
73,031
Cash flows from investing activities:
Purchases of short-term investments
( 206,222
)
( 221,111
)
( 1,038
)
Proceeds from sale of short-term investments
183,742
281,741
896
Purchase of property, equipment and leasehold improvements
( 4,740
)
( 6,465
)
( 33,756
)
Payment for intangible assets acquired
( 17,612
)
( 46,903
)
( 56,746
)
Net cash (used in) provided by investing activities
( 44,832
)
7,262
( 90,644
)
Cash flows from financing activities:
Proceeds from loans payable, bank
4,330
4,325
—
Proceeds from issuance of long-term debt
43,296
—
52,492
Repayment of long-term debt
( 34,689
)
( 28,800
)
( 19,861
)
Proceeds from exercise of options
7,049
8,025
6,003
Purchase of subsidiary shares from noncontrolling interests
—
( 1,027
)
( 4,403
)
Dividends paid
( 96,026
)
( 80,047
)
( 63,743
)
Dividends paid to noncontrolling interests
( 24,729
)
( 20,301
)
( 16,056
)
Purchase of treasury stock
—
( 15,389
)
—
Net cash used in financing activities
( 100,769
)
( 133,214
)
( 45,568
)
Effect of exchange rate changes on cash
( 5,070
)
3,927
( 493
)
Net increase (decrease) in cash and cash equivalents
36,971
( 16,251
)
( 63,674
)
Cash and cash equivalents – beginning of year
88,462
104,713
168,387
Cash and cash equivalents – end of year
$
125,433
$
88,462
$
104,713
Supplemental disclosures of cash flow information:
Cash paid for:
Interest
$
7,495
$
5,823
$
2,987
Income taxes
63,197
60,990
38,492
See accompanying notes to consolidated financial statements.
F-10
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 , 2023 and 2022
(In thousands except share and per share data)
( 1 )
The Company and its Significant Accounting Policies
Business of the Company
Interparfums, Inc. and its subsidiaries (the “Company”) are in the fragrance business and manufacture, market 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, GUESS, Donna Karan/DKNY, Lacoste, and Ferragamo brand names. As a percentage of net sales, product sales for the Company’s largest brands were as follows:
Year Ended December 31,
2024
2023
2022
Jimmy Choo
17
%
17
%
18
%
Montblanc
15
%
17
%
18
%
Coach
14
%
15
%
15
%
GUESS
12
%
12
%
12
%
Donna Karan/DKNY
7
%
7
%
3
%
Lacoste
6
%
—
—
Ferragamo
5
%
5
%
5
%
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 certificates of deposit with maturities greater than three months, marketable equity securities and other contracts. 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-11
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 , 2023 and 2022
(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 $ 2.4 million and $ 2.1 million as of December 31, 2024 , and 2023 , 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 9.47 % and 10.39 % in 2024 and 2023 , 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-12
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 , 2023 and 2022
(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. The Company grants credit to all qualified customers and does not believe it is exposed significantly to any undue concentration of credit risk. Macy's, our top retail customer, accounted for approximately 12 % of net sales in 2024 and 2023 , respectively. No one customer represented 10 % or more of net sales in 2022 .
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 $ 10.8 million and $ 5.5 million at December 31, 2024 and 2023 , respectively, and the amounts recognized for the rights to recover products was $ 4.1 million and $ 2.4 million at December 31, 2024 and 2023 , respectively. The physical condition and marketability of returned products are the major factors we consider in estimating realizable value. Actual returns, as well as estimated realizable values of returned products, may differ significantly, either favorably or unfavorably, from our estimates, if factors such as economic conditions, inventory levels or competitive conditions differ from our expectations.
Payments to Customers
The Company records revenues generated from purchase with purchase and gift with purchase promotions as sales and the costs of its purchase with purchase and gift with purchase promotions as cost of sales. Certain other incentive arrangements require the payment of a fee to customers based on their attainment of pre-established sales levels. These fees have been recorded as a reduction of net sales.
F-13
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 , 2023 and 2022
(In thousands except share and per share data)
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 $ 280.5 million , $ 261.3 million and $ 212.4 million for 2024 , 2023 and 2022 , respectively. Costs relating to purchase with purchase and gift with purchase promotions that are reflected in cost of sales aggregated $ 61.5 million , $ 52.3 million and $ 43.1 million in 2024 , 2023 and 2022 , 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 14 years. Under each license, the Company is required to pay royalties in the range of 6 % to 11 % 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-14
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 , 2023 and 2022
(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.
Recently Adopted 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. The Company adopted the ASU as of December 31, 2024 and applied its provisions retrospectively (See Note 14).
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU No. 2024 - 03 , Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40 ): Disaggregation of Income Statement Expenses and in January 2025, the FASB issued ASU No. 2025 - 01 , Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220 - 40 ): Clarifying the Effective Date, which clarified the effective date of ASU 2024 - 04 . The ASU requires, among other things, more detailed disclosures about types of expenses in commonly presented expense captions such as cost of sales and selling, general and administrative expenses and is intended to improve the disclosures about an entity's expenses including purchases of inventory, employee compensation, depreciation and intangible asset amortization. ASU 2024 - 03 will also require the Company to disclose both the amount and the Company's definition of selling expenses. The guidance, as clarified by ASU 2025 - 01 , is effective for fiscal years beginning after December 15, 2026, and interim periods for fiscal years beginning after December 15, 2027, on a prospective or 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.
F-15
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 , 2023 and 2022
(In thousands except share and per share data)
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 )
Recent Agreements
Off-White
In December 2024, we announced that our 72 % owned French subsidiary, Interparfums SA, signed for all Off-White brand names and registered trademarks for Class 3 fragrance and cosmetic products, subject to an existing license that expires on December 31, 2025, when Interparfums SA will begin commercial use of the fragrance brand.
F-16
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 , 2023 and 2022
(In thousands except share and per share data)
Van Cleef & Arpels
In 2006, Van Cleef & Arpels and Interparfums SA signed a 12 -year worldwide license agreement to manufacture and distribute perfumes and related products under the Van Cleef & Arpels brand name, which was subsequently extended for a further six years until December 31, 2024. In December 2024, the license agreement was renewed for an additional 9 -year term, through December 31, 2033.
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.
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. We began shipping Roberto Cavalli perfumes and fragrances related products in February 2024.
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. We began shipping Lacoste fragrances in January 2024.
Dunhill
The Dunhill fragrance license expired on September 30, 2023 and was not renewed. The Company had a twelve -month sell-off period during which it maintained the right to sell-off remaining Dunhill fragrance inventory, which is customary in the fragrance industry. As of September 30, 2024, all finished goods and components were sold and we no longer carry any inventory related to Dunhill.
Donna Karan/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 Interparfums, Inc. common stock valued at $ 5.0 million to the licensor. The exclusive license became effective July 1, 2022.
F-17
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 , 2023 and 2022
(In thousands except share and per share data)
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 and a $ 6.8 million impairment charge in the fourth quarter of 2022 after an independent expert concluded that the valuation of the trademark was $ 11.2 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 . In the fourth quarter of 2024 , we again took a $ 4.0 million impairment charge on the Rochas fashion trademark after management reviewed and agreed with an independent expert's conclusion that the valuation of the trademark was $ 7.2 million.
(3)
Inventories
Inventories consist of the following:
(In thousands)
December 31, 2024
December 31, 2023
Raw materials and component parts
$
137,572
$
158,733
Finished goods
234,348
213,126
$
371,920
$
371,859
Overhead included in inventory aggregated $ 6.1 million and $ 5.4 million as of December 31, 2024 and 2023 , 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 $ 18.4 million and $ 21.5 million as of December 31, 2024 and 2023 , respectively.
F-18
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 , 2023 and 2022
(In thousands except share and per share data)
(4)
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, 2024
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
$
109,311
$
7,703
$
101,608
$
—
Interest rate swaps
1,967
—
1,967
—
Total Assets
$
111,278
$
7,703
$
103,575
$
—
Liabilities:
Foreign currency forward exchange contracts not accounted for using hedge accounting
445
—
445
—
Foreign currency forward exchange contracts accounted for using hedge accounting
1,435
—
1,435
—
Total Liabilities
$
1,880
$
—
$
1,880
$
—
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 Total Assets
$
100,105
$
12,868
$
86,415
$
822
F-19
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 , 2023 and 2022
(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.
(5)
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 $ 51.9 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 $ 124.7 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, 2024 . Other (income) expense includes a loss of $ 1.7 million and $ 2.8 million in 2024 and 2023 , respectively, and a gain of $ 6.3 million in 2022 , 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, 2024 and December 31, 2023 , resulted in an asset and is included in other current assets on the accompanying consolidated balance sheets.
At December 31, 2024 , the Company had foreign currency contracts in the form of forward exchange contracts with notional amounts of approximately U.S. $ 100 million which all have maturities of less than one year .
F-20
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 , 2023 and 2022
(In thousands except share and per share data)
(6)
Property, Equipment and Leasehold Improvements
December 31,
2024
2023
Land and Building (construction in progress)
$
147,786
$
157,057
Equipment
59,800
55,385
Leasehold improvements
8,456
9,363
216,042
221,805
Less accumulated depreciation
62,269
52,583
$
153,773
$
169,222
Depreciation expense was $ 10.4 million , $ 9.8 million and $ 7.5 million in 2024 , 2023 , and 2022 , respectively.
In April 2021, Interparfums SA, our 72 % owned French Subsidiary, completed the acquisition of its headquarters at 10 rue de Solférino in the 7 th 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, 2024, $ 145 million (€ 139 million) of the purchase price, including approximately $ 3 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 $ 59.5 million (€ 57 million) to land and $ 85.5 million (€ 82 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.
The acquisition was financed by a 10 -year € 120 million (approximately $ 124.7 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 %.
(7)
Trademarks, Licenses and Other Intangible Assets
2024
Gross
Accumulated
Net Book
Amount
Amortization
Value
Trademarks (indefinite lives)
$
116,187
$
—
$
116,187
Trademarks (finite lives)
40,732
599
40,133
Licenses (finite lives)
202,852
79,800
123,052
Other intangible assets (finite lives)
20,238
17,126
3,112
Subtotal
263,822
97,525
166,297
Total
$
380,009
$
97,525
$
282,484
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
F-21
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 , 2023 and 2022
(In thousands except share and per share data)
Amortization expense was $ 13.6 million , $ 7.5 million and $ 6.8 million in 2024 , 2023 and 2022 , respectively. Amortization expense is expected to approximate $ 13.8 million in 2025 , $ 12.2 million in 2026 , $ 11.8 million in 2027 , and $ 11.0 million in 2028 and 2029 . 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 13.9 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 $ 4.0 million and $ 6.8 million in 2024 and 2022 , 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. There was no impairment charge for trademarks with indefinite useful lives in 2023. The fair values used in our evaluations are estimated based upon discounted future cash flow projections using a weighted average cost of capital of 9.47 %, 10.39 %, and 9.80 % as of December 31, 2024 , 2023 and 2022 , 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 $ 73 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.
F-22
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 , 2023 and 2022
(In thousands except share and per share data)
(8)
Accrued Expenses
Accrued expenses consist of the following:
December 31,
2024
2023
Advertising liabilities
$
56,948
$
64,815
Salary (including bonus and related taxes)
26,675
23,546
Royalties
27,206
27,477
Due vendors (not yet invoiced)
33,327
41,859
Retirement reserves
5,080
10,444
Refund (return) liability
10,826
5,507
Other
12,696
5,232
$
172,758
$
178,880
(9)
Loans Payable – Banks
Loans payable – banks consist of the following:
Effective June 2024, the Company and its domestic subsidiaries have available a $ 25 million unsecured revolving line of credit due on demand, which bears interest at the Secured Overnight Financing Rate ("SOFR") plus 1.75 % (the SOFR was 4.45 % as of December 31, 2024 ). The line of credit which has a maturity date of April 30, 2025 , is expected to be renewed on an annual basis.
Effective November 2024, the Company and its domestic subsidiaries have available a $ 20 million unsecured revolving line of credit due on demand, which bears interest at the SOFR plus a margin (the SOFR was 4.45 % as of December 31, 2024 ). The line of credit, which has a maturity date of December 31, 2025 , is expected to be renewed on an annual basis.
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 SOFR plus 2 % (the SOFR was 4.45 % as of December 31, 2024 ). The line of credit which has a maturity date of December 13, 2025 , is expected to be renewed on an annual basis.
Borrowings outstanding pursuant to all lines of credit were zero as of December 31, 2024 and 2023 .
F-23
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 , 2023 and 2022
(In thousands except share and per share data)
The Company’s foreign subsidiaries have available credit lines totaling approximately $ 8.3 million provided by a consortium of international financial institutions. These credit lines bear interest at the three-month Euribor rate plus 1.65 % ( Three-Month Euribor was 2.71 % at December 31, 2024 ). Borrowings outstanding pursuant to lines of credit were $ 8.3 million and $ 4.4 million as of December 31, 2024 and 2023 .
The weighted average interest rate on short-term borrowings was 5.2 % and 4.5 % as of December 31, 2024 and 2023 .
(10)
Long-Term Debt
Long-term debt consists of the following:
December 31,
2024
2023
$ 41.6 million (€ 40 million) payable in 36 monthly installments of approximately $ 1.1 million each beginning in August 2024, bearing interest at 4.03 % per annum
$
36,087
$
—
$ 51.9 million (€ 50 million) payable in 48 equal monthly installments of $ 1.1 million beginning in December 2022, bearing interest at one-month Euribor plus 0.825 %
25,052
40,334
$ 124.7 million (€ 120 million) payable in 120 equal monthly installments of $ 1.1 million beginning in April 2021, bearing interest at one-month Euribor plus 0.75 %
77,481
95,576
$ 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
8,416
9,172
$ 15.6 million payable (€ 15 million) in 10 equal annual installments of $ 1.5 million beginning in October 2021 including interest imputed at 2.0 % per annum
10,305
12,402
157,341
157,484
Less current maturities
41,607
29,587
Total
$
115,734
$
127,897
In July 2024, the Company entered into a $ 41.6 million (€ 40 million) three -year loan agreement. The loan agreement bears interest at 4.03 % per annum .
In December 2022, to finance Interparfums SA’s acquisition of the Lacoste trademark, the Company entered into a $ 51.9 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 $ 124.7 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, 2024 are approximately $ 41.6 million in 2025 , $ 41.0 million in 2026 , $ 23.5 million in 2027 , $ 15.0 million in 2028 , $ 15.0 million in 2029 , and $ 21.0 million thereafter through 2033 .
F-24
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 , 2023 and 2022
(In thousands except share and per share data)
(11)
Commitments
Leases
The Company leases 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, 2024 , the weighted average remaining lease term was 4 years and the weighted average discount rate used to determine the operating lease liability was 3.2 %. Rental expense related to operating leases was $ 6.5 million , $ 5.8 million , and $ 5.6 million for the years ended December 31, 2024 , 2023 and 2022 , respectively. Operating lease payments included in operating cash flows totaled $ 6.1 million , $ 5.3 million , and $ 4.8 million in 2024 , 2023 , and 2022 , respectively. Noncash additions to operating lease assets totaled $ 2.5 million , $ 4.8 million , and $ 0.3 million in 2024 , 2023 , and 2022 , respectively.
Maturities of lease liabilities subsequent to December 31, 2024 are as follows:
(In thousands)
2025
$
6,506
2026
5,943
2027
5,989
2028
5,440
2029
3,485
Thereafter
—
27,363
Less imputed interest (based on 3.2 % weighted-average discount rate)
( 821
)
$
26,542
F-25
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 , 2023 and 2022
(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 2038. 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)
2025
$
316,617
2026
279,938
2027
266,142
2028
262,492
2029
264,103
Thereafter
758,999
$
2,148,291
Future advertising commitments are estimated based on planned future sales for the license terms that were in effect at December 31, 2024 , 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 $ 117.8 million , $ 103.8 million and $ 87.0 million in 2024 , 2023 and 2022 , respectively, and represented 8.1 %, 7.9 % and 8.0 % of net sales for the years ended December 31, 2024 , 2023 and 2022 , respectively.
Properties
The Company entered into agreements in December 2024 to purchase additional property in Paris attached to its French headquarters for $ 12.4 million (€ 11.9 million) by May 30, 2025 after deducting the amount of escrow already paid.
(12)
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 , $ 1.2 million and $ 1.3 million in 2024 , 2023 and 2022 , 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 2024 :
Number of Shares
Weighted Average Grant Date Fair Value
Nonvested options – beginning of year
122,100
$
24.47
Nonvested options granted
47,250
$
33.31
Nonvested options vested or forfeited
( 50,700
)
$
19.73
Nonvested options – end of year
118,650
$
30.02
F-26
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 , 2023 and 2022
(In thousands except share and per share data)
The effect of share-based payment expenses decreased income statement line items as follows:
Year Ended December 31,
2024
2023
2022
Income before income taxes
$
2,379
$
2,525
$
3,143
Net income attributable to Interparfums, Inc.
1,565
1,700
2,036
Diluted earnings per share attributable to Interparfums, Inc.
0.05
0.05
0.06
The following table summarizes stock option activity and related information for the years ended December 31, 2024 , 2023 and 2022 :
Year ended December 31,
2024
2023
2022
Options
Weighted
Average
Exercise
Price
Options
Weighted
Average
Exercise
Price
Options
Weighted
Average
Exercise
Price
Shares under option -beginning of year
308,970
$
86.52
441,580
$
67.30
524,900
$
57.58
Options granted
47,250
130.60
47,500
147.71
62,000
97.84
Options exercised
( 105,510
)
66.83
( 154,220
)
52.04
( 136,880
)
43.86
Options forfeited
( 4,280
)
95.73
( 25,890
)
76.32
( 8,440
)
67.65
Shares under option - end of year
246,430
103.24
308,970
86.52
441,580
67.30
At December 31, 2024 , options for 492,395 shares were available for future grant under the plans. The aggregate intrinsic value of options outstanding is $ 7.8 million as of December 31, 2024 and unrecognized compensation cost related to stock options outstanding aggregated $ 3.3 million , which will be recognized over the next five years .
The weighted average fair values of options granted by Interparfums, Inc. during 2024 , 2023 and 2022 were $ 33.31 , $ 35.08 and $ 20.36 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,
2024
2023
2022
Weighted average expected stock-price volatility
30
%
29
%
26
%
Weighted average expected option life
4.4 years
4.0 years
4.0 years
Weighted average risk-free interest rate
4.4
%
3.8
%
4.0
%
Weighted average dividend yield
2.3
%
2.0
%
2.4
%
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,
2024
2023
2022
Proceeds from stock options exercised
$
7,049
$
8,025
$
6,003
Tax benefits
$
673
$
1,150
$
800
Intrinsic value of stock options exercised
$
7,052
$
11,578
$
6,760
F-27
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 , 2023 and 2022
(In thousands except share and per share data)
The following table summarizes additional stock option information as of December 31, 2024 :
Exercise prices
Options
outstanding
Options outstanding
weighted average remaining
contractual life
Options
exercisable
$ 62.18 - $ 69.11
10,500
0.66 years
9,000
$ 73.09
88,580
1.00 years
88,580
$ 97.84
53,600
4.00 years
20,900
147.71
46,500
4.99 years
9,300
$ 130.60
47,250
6.00 years
—
Totals
246,430
3.35 years
127,780
As of December 31, 2024 , the weighted average exercise price of options exercisable was $ 81.91 and the weighted average remaining contractual life of options exercisable is 2 years. The aggregate intrinsic value of options exercisable at December 31, 2024 is $ 6.6 million .
In March 2022, Interparfums SA, our 72 % owned French subsidiary, approved a 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.
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 104,418 has been determined taking into account employee turnover. The aggregate cost of the grant of approximately $ 4.1 million will be recognized as compensation cost on a straight-line basis over the requisite three and a quarter year service period.
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. As of December 31, 2024 , the Company acquired 96,371 shares at an aggregate cost of $ 3.9 million.
All share purchases and issuances have been classified as equity transactions on the accompanying consolidated balance sheet.
Dividends
In February 2022, our Board of Directors authorized an annual dividend of $ 2.00 per share, payable quarterly. In February 2023, our Board of Directors authorized an increase in the annual dividend to $ 2.50 per share and in February 2024, our Board of Directors increased the annual dividend to $ 3.00 per share. In February 2025, our Board of Directors further increased the annual dividend to $ 3.20 per share. The next quarterly cash dividend of $ 0.80 per share is payable on March 28, 2025 to shareholders of record on March 14, 2025 .
F-28
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024, 2023 and 2022
(In thousands except share and per share data)
( 13 )
Net Income Attributable to Interparfums, Inc. Common Shareholders
Net income attributable to Interparfums, Inc. per common share (“basic EPS”) is computed by dividing net income attributable to Interparfums, Inc. by the weighted average number of shares outstanding. Net income attributable to Interparfums, 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)
2024
2023
2022
Numerator:
Net income attributable to Interparfums, Inc.
$
164,358
$
152,654
$
120,938
Denominator:
Weighted average shares
32,036,728
31,994,328
31,859,417
Effect of dilutive securities:
Stock options
87,557
145,374
129,336
Denominator for diluted earnings per share
32,124,285
32,139,702
31,988,753
Earnings per share:
Net income attributable to Interparfums, Inc.
common shareholders:
Basic
$
5.13
$
4.77
$
3.80
Diluted
5.12
4.75
3.78
Not included in the above computations is the effect of anti-dilutive potential common shares, which consist of outstanding options to purchase 47,250 , nil , and 38,000 shares of common stock for 2024 , 2023 , and 2022 , respectively.
F-29
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024, 2023 and 2022
(In thousands except share and per share data)
( 14 )
Segments and Geographic Areas
Operating and reportable segments ("segments") reflect the way the Company is managed and for which separate financial information is available and evaluated regularly by the Company's chief operating decision maker ("CODM") in deciding how to allocate resources and assess performance. The Company's CODM is the founders of Interparfums, Inc. which includes the Chief Executive Officer and Chairman of the Board of Directors of Interparfums, Inc. and the President of Interparfums, Inc. and Chief Executive Officer of Interparfums SA. 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 based operations, assets and business operations are primarily conducted in France, and include the results and assets of Interparfums Luxury Brands, Inc., located in the United States. For United States based operations, assets and business operations are primarily conducted in the United States, and include the results and assets of Interparfums Italia Srl, located in Italy. Both European based operations and United States based operations primarily represent the sale of prestige brand name fragrances.
The accounting policies for the Company's reportable segments are the same as those described in the summary of significant accounting policies. The Company evaluates the performance of its segments and allocates resources based on gross margin and income from operations. Segment gross margin and segment income from operations include intersegment revenues and expenses. For both segments, the CODM used these measures in the annual budgeting and forecasting process. The CODM considers budget-to-actual variances on a quarterly basis for both profit measures when making decisions about allocating capital and personnel to the segments and in determining the compensation of employees. The CODM also uses segment gross margin for evaluating product pricing, customer and product mix, cost optimization, and marketing strategies and used segment income from operations to assess the performance and relative profitability of each segment by comparing the results of each segment with one another.
Information on the Company’s operations by segments is as follows:
Year ended December 31, 2024
United States
based operations
European
based operations
Total
Net sales
$
511,307
$
953,046
$
1,464,353
Eliminations (a)
—
( 12,028
)
( 12,028
)
511,307
941,018
1,452,325
Less: (b)
Cost of sales
215,207
314,465
Eliminations (a)
—
( 4,688
)
Segment gross margin
296,100
631,241
927,341
Less: (b)
Advertising and Promotion
79,479
201,065
Employee related costs
51,318
74,071
Royalties
37,081
80,711
Other segment items (c)
39,048
89,772
Segment income from operations
$
89,174
$
185,622
$
274,796
Reconciliation:
Interest expense
7,825
Loss on foreign currency
1,085
Interest and investment income
( 2,218
)
Other (income) expense
( 287
)
Income before income taxes
$
268,391
F-30
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024, 2023 and 2022
(In thousands except share and per share data)
Year ended December 31, 2023
United States
based operations
European
based operations
Total
Net sales
$
455,758
$
863,397
$
1,319,155
Eliminations (a)
—
( 1,480
)
( 1,480
)
455,758
861,917
1,317,675
Less: (b)
Cost of sales
195,973
282,624
Segment gross margin
259,785
579,293
839,078
Less: (b)
Advertising and Promotion
70,033
$
191,253
Employee related costs
45,880
70,473
Royalties
32,573
71,214
Other segment items (c)
32,622
73,648
Segment income from operations
$
78,677
$
172,705
$
251,382
Reconciliation:
Interest expense
11,253
Loss on foreign currency
1,582
Interest and investment income
( 10,729
)
Other (income) expense
( 317
)
Income before income taxes
$
249,593
Year ended December 31, 2022
United States
based operations
European
based operations
Total
Net sales
$
342,644
$
744,075
$
1,086,719
Eliminations (a)
—
( 66
)
( 66
)
342,644
744,009
1,086,653
Less: (b)
Cost of sales
155,333
236,898
Segment gross margin
187,311
507,111
694,422
Less: (b)
Advertising and Promotion
45,860
166,510
Employee related costs
38,457
60,984
Royalties
24,012
62,986
Other segment items (c)
26,541
74,769
Segment income from operations
$
52,441
$
141,862
$
194,303
Reconciliation:
Interest expense
3,599
Loss on foreign currency
1,921
Interest and investment income
( 5,486
)
Other (income) expense
50
Income before income taxes
$
194,219
F-31
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024, 2023 and 2022
(In thousands except share and per share data)
(a)
Eliminations of intercompany sales relate to European based operations products sold to United States based operations.
(b)
The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.
(c)
Other segment items for each reportable segment include expenses for professional services, travel & entertainment, rent, warehousing, shipping, depreciation & amortization, and other selling, general and administrative costs.
Other segment disclosures:
Year ended December 31,
2024
2023
2022
Net income attributable to Interparfums, Inc.:
United States
$
68,164
$
63,354
$
43,330
Europe
101,698
89,677
77,608
Eliminations
( 5,504
)
( 377
)
—
$
164,358
$
152,654
$
120,938
Depreciation and amortization expense including impairment loss:
United States
$
6,838
$
6,517
$
6,355
Europe
21,520
10,814
16,184
$
28,358
$
17,331
$
22,539
Interest and investment income:
United States
$
514
$
346
$
66
Europe
2,392
10,810
5,769
Eliminations
( 688
)
( 427
)
( 349
)
$
2,218
$
10,729
$
5,486
Interest expense:
United States
$
1,838
$
1,351
$
1,100
Europe
6,675
10,329
2,848
Eliminations
( 688
)
( 427
)
( 349
)
$
7,825
$
11,253
$
3,599
Income tax expense:
United States
$
17,805
$
15,180
$
6,920
Europe
48,988
46,763
36,262
Eliminations
( 1,835
)
( 126
)
—
$
64,958
$
61,817
$
43,182
F-32
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024, 2023 and 2022
(In thousands except share and per share data)
December 31,
2024
2023
2022
Total assets:
United States
$
352,139
$
344,341
$
278,090
Europe
1,073,326
1,066,684
1,052,004
Eliminations
( 14,204
)
( 41,696
)
( 21,552
)
$
1,411,261
$
1,369,329
$
1,308,542
Additions to long-lived assets(a):
United States
$
1,882
$
3,918
$
5,318
Europe
20,470
49,450
85,184
$
22,352
$
53,368
$
90,502
Total long-lived assets(a):
United States
$
50,401
$
57,372
$
61,539
Europe
410,459
436,819
423,999
$
460,860
$
494,191
$
485,538
(a) Total long-lived assets include property, equipment and leasehold improvements, trademarks, licenses, and other intangible assets, and right-of-use assets.
United States export sales were approximately $ 218.5 million , $ 230.5 million and $ 180.0 million in 2024 , 2023 and 2022 , 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,
2024
2023
2022
North America
$
541,850
$
511,655
$
420,968
Western Europe
364,308
301,228
259,216
Asia/Pacific
196,978
191,772
163,621
Middle East and Africa
122,844
117,115
98,776
Eastern Europe
118,130
103,227
74,161
Central and South America
108,215
92,678
69,911
$
1,452,325
$
1,317,675
$
1,086,653
For net sales, a major country is defined as a group of customers in a country with combined net sales of greater than 10 % of consolidated net sales or as otherwise deemed significant. Net sales in the United States were approximately $ 522.1 million, $ 493.2 million, and $ 410.0 million in 2024, 2023 and 2022, respectively. Net sales in France were approximately $ 65.4 million, $ 51.0 million, and $ 44.8 million in 2024, 2023 and 2022, respectively. No other country represented greater than 10 % of the Company's consolidated net sales or was otherwise deemed significant.
F-33
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024, 2023 and 2022
(In thousands except share and per share data)
( 15 )
Income Taxes
The components of income before income taxes consist of the following:
Year ended December 31,
2024
2023
2022
U.S. operations
$
83,169
$
103,517
$
75,682
Foreign operations
185,222
146,076
118,537
$
268,391
$
249,593
$
194,219
The provision for current and deferred income tax expense (benefit) consists of the following:
Year ended December 31,
2024
2023
2022
Current:
Federal
$
14,992
$
18,322
$
14,019
State and local
2,627
2,297
2,782
Foreign
50,557
44,341
30,144
68,176
64,960
46,945
Deferred:
Federal
( 1,115
)
518
( 1,150
)
State and local
( 162
)
81
( 149
)
Foreign
( 1,941
)
( 3,742
)
( 2,464
)
( 3,218
)
( 3,143
)
( 3,763
)
Total income tax expense
$
64,958
$
61,817
$
43,182
F-34
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 , 2023 and 2022
(In thousands except share and per share data)
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,
2024
2023
Net deferred tax assets:
Foreign net operating loss carry-forwards
$
—
$
218
Inventory and accounts receivable
4,505
3,138
Profit sharing
2,274
3,505
Stock option compensation
314
613
Effect of inventory profit elimination
11,569
10,957
Other
2,290
1,674
Total gross deferred tax assets, net
20,952
20,105
Valuation allowance
—
( 296
)
Net deferred tax assets
20,952
19,809
Deferred tax liabilities (long-term):
Building expenses
( 1,196
)
( 1,327
)
Trademarks and licenses
( 2,104
)
( 2,238
)
Unrealized gain on marketable equity securities
( 560
)
( 1,044
)
Other
( 58
)
( 655
)
Total deferred tax liabilities
( 3,918
)
( 5,264
)
Net deferred tax assets
$
17,034
$
14,545
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 in 2023. No valuation allowances were provided for deferred tax assets in 2024.
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 foreign derived intangible income (“FDII”) and recorded a tax benefit of approximately $ 2.4 million , $ 2.4 million and $ 1.5 million as of December 31, 2024 , 2023 and 2022 , respectively.
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, 2024 .
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) was included in tax expense in the consolidated statements of income for the annual period ended December 31, 2023. The Company’s French subsidiary is no longer subject to foreign tax examination for years before 2022 . The Company's French subsidiary has been notified of an upcoming audit for tax years 2022 and 2023, to begin in 2025.
The Company is no longer subject to U.S. federal, state, and local income tax examinations by tax authorities for years before 2021 .
F-35
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 , 2023 and 2022
(In thousands except share and per share data)
Differences between the United States federal statutory income tax rate and the effective income tax rate were as follows:
Year ended December 31,
2024
2023
2022
Statutory rates
21.0
%
21.0
%
21.0
%
State and local taxes, net of Federal benefit
0.7
0.8
1.1
Windfall benefit from exercise of stock options
( 0.3
)
( 0.4
)
( 0.4
)
Benefit of Foreign Derived Intangible Income
( 0.9
)
( 0.9
)
( 0.8
)
Effect of foreign taxes greater than U.S. statutory rates
3.5
4.1
1.5
Other
0.2
0.2
( 0.2
)
Effective rates
24.2
%
24.8
%
22.2
%
( 16 )
Accumulated Other Comprehensive Loss
The components of accumulated other comprehensive loss consist of the following:
Year ended December 31,
2024
2023
2022
Net derivative instruments, beginning of year
$
64
$
1,709
$
( 992
)
Net derivative instrument (loss) gain, net of tax
( 1,695
)
( 1,645
)
2,701
Net derivative instruments, end of year
( 1,631
)
64
1,709
Net pension benefits, beginning of year
—
—
—
Net pension benefits gain, net of tax
2,019
—
—
Net pension benefits, end of year
2,019
—
—
Cumulative translation adjustments, beginning of year
( 40,252
)
( 57,765
)
( 37,440
)
Translation adjustments
( 32,375
)
17,513
( 20,325
)
Cumulative translation adjustments, end of year
( 72,627
)
( 40,252
)
( 57,765
)
Accumulated other comprehensive loss
$
( 72,239
)
$
( 40,188
)
$
( 56,056
)
(17)
Related Party Transactions
In 2023 , a foreign subsidiary of Interparfums, Inc. began leasing office space and receiving consulting services from affiliates of the Company’s Chairman and principal stockholder. The Company incurred approximately $ 48 thousand and $ 47 thousand of expenses for these services in the year ended December 31, 2024 and 2023 , respectively.
F-36
Schedule II
INTERPARFUMS, INC. AND SUBSIDIARIES
Valuation and Qualifying Accounts
(In thousands)
Column A
Column B
Column C
Column D
Column E
Additions
( 1 )
( 2 )
Description
Balance at
beginning of
period
Charged to
costs and
expenses
Charged to
other
accounts
Deductions
Balance at
end of period
Allowance for doubtful accounts:
Year ended December 31, 2024
$
2,104
1,046
( 127
)
(d)
655
(a)
2,368
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
Allowance for sales returns, net of inventory:
Year ended December 31, 2024
$
3,698
4,715
—
3,653
(b)
4,760
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
Inventory reserve:
Year ended December 31, 2024
$
21,243
( 566
)
( 883
)
(d)
1,482
(c)
18,312
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
(a)
Write-off of bad debts.
(b)
Write-off of sales returns.
(c)
Disposal of inventory
(d)
Foreign currency translation adjustment
See accompanying reports of independent registered public accounting firm.
F-37
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.
Interparfums, Inc.
By:
/s/ Jean Madar
Jean Madar, Chief Executive Officer
Date: March 11, 2025
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated:
Signature
Title
Date
/s/ Jean Madar
Chairman of the Board of Directors
Jean Madar
and Chief Executive Officer
March 11, 2025
/s/ Michel Atwood
Michel Atwood
Chief Financial Officer and Director
March 11, 2025
/s/ Philippe Benacin
Philippe Benacin
Director
March 11, 2025
/s/ Philippe Santi
Philippe Santi
Director
March 11, 2025
/s/ François Heilbronn
François Heilbronn
Director
March 11, 2025
/s/ Robert Bensoussan
Robert Bensoussan
Director
March 11, 2025
/s/ Veronique Gabai-Pinsky
Veronique Gabai-Pinsky
Director
March 11, 2025
/s/ Gilbert Harrison
Gilbert Harrison
Director
March 11, 2025
/s/ Gerard Kappauf
Gerard Kappauf
Director
March 11, 2025
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
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
The following document previously filed with the Commission is incorporated by reference to the Company’s Current Report on Form 10-K for the fiscal year ended December 31, 2023 :
Exhibit No.
Description
21
List of Subsidiaries
23
Consent of Mazars USA LLP
31.1
Certification Required by Rule 13a-14 of Chief Executive Officer
31.2
Certification Required by Rule 13a-14 of Chief Financial Officer
32.1
Certification Required by Section 906 of the Sarbanes -Oxley Act by Chief Executive Officer
32.2
Certification Required by Section 906 of the Sarbanes -Oxley Act by Chief Executive Officer
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, 2024 :
Exhibit No.
Description
10.174
Non qualified Stock Option Agreeme nt for Michel Atwood dated December 30, 2022
10.175
Nonqualified
Stock Option Agreement for Michel Atwood dated December 29, 2023
10.176
Nonqualified
Stock Option Agreement for Michel Atwood dated December 31, 2024
19
Insider
Trading Policy
21
List of Subsidiaries
23
Consent of Forvis Mazars, LLP
23.1
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
97
Recovery of Erroneously Awarded Incentive Base Compensation