UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

(Mark one)

 

Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the fiscal year ended December 31, 2020

 

or

 

Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from                to               .

 

Commission file no. 0-16469

 

Inter Parfums, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   13-3275609
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
     
551 Fifth Avenue, New York, New York   10176
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: 212.983.2640

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Name of exchange on which registered
Common Stock, $.001 par value per share   The Nasdaq Stock Market

 

Securities registered pursuant to Section 12(g) of the Act:

 

Title of each class   Name of exchange on which registered
None   None

 

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐ 

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 

 

Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
  Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $847,418,717.70 of voting equity and $-0- of non-voting equity. 

 

Indicate the number of shares outstanding of the registrant’s $.001 par value common stock as of the close of business on the latest practicable date February 26, 2021: 31,635,098.

 

Documents Incorporated by Reference: None.

 

 

 

 

 

TABLE OF CONTENTS

 

  Page
Note on Forward Looking Statements ii
   
PART I    
     
Item 1. Business 1
     
Item 1A. Risk Factors 15
     
Item 1B. Unresolved Staff Comments 24
     
Item 2. Properties 24
     
Item 3. Legal Proceedings 24
     
Item 4. Mine Safety Disclosures 24
     
PART II    
     
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 25
     
Item 6. Selected Financial Data 26
     
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 27
     
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 40
     
Item 8. Financial Statements and Supplementary Data 41
     
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 42
     
Item 9A. Controls and Procedures 42
     
Item 9B. Other Information 42
     
PART IV    
     
Item 15. Exhibits and Financial Statement Schedules 68
     
Item 16. Form 10-K Summary 68
     
FINANCIAL STATEMENTS F-1
   
SIGNATURES 69

 

i

 

 

FORWARD LOOKING STATEMENTS

 

This report includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, and if incorporated by reference into a registration statement under the Securities Act of 1933, as amended, within the meaning of Section 27A of such act. When used in this report, the words “anticipate,” “believe,” “estimate,” “will,” “should,” “could,” “may,” “intend,” “expect,” “plan,” “predict,” “potential,” or “continue” or similar expressions identify certain forward-looking statements. Although we believe that our plans, intentions and expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such plans, intentions or expectations will be achieved.

 

Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained in this report. Important factors that could cause actual results to differ materially from our forward-looking statements are set forth in this report, including under the heading “Risk Factors”. Such factors include: The effects of COVID-19 and related governmental mandates; our inability to successfully integrate or manage any future acquisitions; continuation and renewal of existing licenses and similar agreements; potential inability to obtain new licensing, arrangements or agreements for additional brands; potential reduction in sales of our fragrance products due to reduced consumer confidence as the result of a prolonged economic downturn, recession or terrorist attack in the United States, Europe or any of the other countries in which we do significant business; uncertainties and deterioration in global credit markets could negatively impact suppliers, customers and consumers; outbreak of disease, epidemic or pandemic, or similar public health threat, such as the coronavirus; inability to protect our intellectual property rights; potential liability for infringement of third party brand names; product liability claims; effectiveness of our sales and marketing efforts and product acceptance by consumers; our dependence upon third party manufacturers and distributors; our dependence upon existing management; competition in the fragrance industry; risks related to our foreign operations, currency fluctuation and international tariff and trade barriers; compliance with governmental regulation; potential negative effects of “Brexit”; potential hacking and outages of our global information systems; seasonal variability of our business; our ability to operate our business without infringing, and misappropriating or otherwise violating the intellectual property rights of other parties.

 

These factors are not intended to represent a complete list of the general or specific factors that may affect us. It should be recognized that other factors, including general economic factors and business strategies, may be significant, and the factors set forth herein may affect us to a greater extent than indicated. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth in this report. Except as may be required by law, we undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

 

ii

 

 

PART I

 

Item 1. Business

 

General Business Development

 

Founded in 1982, we operate in the fragrance business, and manufacture, market and distribute a wide array of prestige fragrance, and fragrance related products. Our worldwide headquarters and the office of our wholly-owned United States subsidiaries, Jean Philippe Fragrances, LLC and Inter Parfums USA, LLC, are located at 551 Fifth Avenue, New York, New York 10176, and our telephone number is 212.983.2640.

 

Our consolidated wholly-owned subsidiary, Inter Parfums Holdings, S.A., and its majority-owned subsidiary, Interparfums SA, maintain executive offices at 4 Rond Point des Champs Elysees, 75008 Paris, France. Our telephone number in Paris is 331.5377.0000. Interparfums SA is the sole owner of three (3) distribution subsidiaries: Inter Parfums srl for Italy, Inter España Parfums et Cosmetiques, SL, for Spain and Interparfums Luxury Brands, Inc., a Delaware corporation, for distribution of prestige brands in the United States. Interparfums SA is also the majority owner of Parfums Rochas Spain, SL, a Spanish limited liability company, which specializes in the distribution of Rochas fragrances. In addition, Interparfums SA is also the sole owner of Interparfums (Suisse) SARL, a company formed to hold and manage certain brand names, and Interparfums Asia Pacific Pte., Ltd., an Asian sales and marketing office.

 

Our common stock is listed on The Nasdaq Global Select Market under the trading symbol “IPAR”. The common shares of our subsidiary, Interparfums SA, are traded on the Euronext Exchange.

 

The Securities and Exchange Commission (“SEC”) maintains an internet site at http://www.sec.gov that contains financial reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. We maintain our internet website at www.interparfumsinc.com, which is linked to the SEC internet site. You can obtain through our website, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, interactive data files, current reports on Form 8-K, beneficial ownership reports (Forms 3, 4 and 5) and amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934 as soon as reasonably practicable after they have been electronically filed with or furnished to the SEC.

 

The following information is qualified in its entirety by and should be read together with the more detailed information and audited financial statements, including the related notes, contained or incorporated by reference in this report.

 

General

 

We operate in the fragrance business and manufacture, market and distribute a wide array of fragrance and fragrance related products. We manage our business in two segments, European based operations and United States based operations. Certain prestige fragrance products are produced and marketed by our European operations through our 27% owned subsidiary in Paris, Interparfums SA, which is also a publicly traded company as 73% of Interparfums SA shares trade on the NYSE Euronext.

 

Our business is not capital intensive, and it is important to note that we do not own manufacturing facilities. We act as a general contractor and source our needed components from our suppliers. These components are received at one of our distribution centers and then, based upon production needs, the components are sent to one of several third party fillers which manufacture the finished product for us and deliver them to one of our distribution centers.

 

Our fragrance products focus on prestige brands, each with a devoted following. By concentrating in markets where the brands are best known, we have had many successful product launches. We typically launch new fragrance families for our brands every year or two, and more frequently seasonal and limited edition fragrances are introduced as well.

 

1

 

 

The creation and marketing of each product family is intimately linked with the brand’s name, its past and present positioning, customer base and, more generally, the prevailing market atmosphere. Accordingly, we generally study the market for each proposed family of fragrance products for almost a full year before we introduce any new product into the market. This study is intended to define the general position of the fragrance family and more particularly its scent, bottle, packaging and appeal to the buyer. In our opinion, the unity of these four elements of the marketing mix makes for a successful product.

 

As with any business, many aspects of our operations are subject to influences outside our control. We believe we have a strong brand portfolio with global reach and potential. As part of our strategy, we plan to continue to make investments behind fast-growing markets and channels to grow market share. We discuss in greater detail risk factors relating to our business in Item 1A of this Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and the reports that we file from time to time with the SEC.

 

European Operations

 

We produce and distribute our fragrance products primarily under license agreements with brand owners, and fragrance product sales through our European operations represented approximately 78% of net sales for 2020. We have built a portfolio of prestige brands, which include Boucheron, Coach, Jimmy Choo, Karl Lagerfeld, Kate Spade New York, Lanvin, Moncler, Montblanc, Paul Smith, Repetto, Rochas, S.T. Dupont and Van Cleef & Arpels, whose products are distributed in over 120 countries around the world.

 

United States Operations

 

Prestige brand fragrance products are also produced and marketed through our United States operations, and represented approximately 22% of net sales for the year ended December 31, 2020. These fragrance products are sold under trademarks owned by us or pursuant to license or other agreements with the owners of brands, which include Abercrombie & Fitch, Anna Sui, bebe, Dunhill, French Connection, Graff, GUESS, Hollister, MCM and Oscar de la Renta.

 

Recent Developments

 

Anna Sui Corp.

 

In January 2021, we renewed our license agreement with Anna Sui Corp. for the creation, development and distribution of fragrance products through December 31, 2026, without any material changes in terms and conditions. Our initial 10-year license agreement with Anna Sui Corp. was signed in 2011. The renewal agreement also allows for an additional 5-year term through 2031 at the option of the Company.

 

Building Acquisition - Future Headquarters in Paris

 

In December 2020, our majority owned Paris-based subsidiary, Interparfums SA, signed a purchase contract, subject to certain conditions, to acquire an office building complex for its exclusive use as its future headquarters located in the heart of Paris. In order to maintain our current cash position, it is expected that approximately 90% of the €125 million ($153 million) purchase price, excluding taxes and related expenses, will be financed by a bank loan. The transaction is expected to be completed in the spring of this year with the move planned for the end of 2021 or the beginning of 2022.

 

This acquisition is a unique opportunity with benefits to be realized over the long-term. Owning our corporate headquarters in a very prestigious part of Paris, and customizing the complex for our European operations, will enhance our reputation, provide an exceptional work environment, as well as a welcoming and productive atmosphere for our suppliers, distributors and licensors.

 

2

 

 

Origines-Parfums

 

In June 2020, the Company through its 73% owned subsidiary, Interparfums SA, and Divabox SAS (“Divabox”), owner of the Origines-parfums e-commerce platform for beauty products, signed a strategic agreement and equity investment pursuant to which we acquired a 25% of Divabox capital for $14.0 million, through a capital increase. In connection with the acquisition, the Company entered into a $13.4 million term loan, which has been amended such that the loan was repaid in full in February 2021. As a website of reference for all selective fragrance brands, Origines-parfums is a key French player in the online beauty market recognized for its customer relationship expertise. This agreement should enhance the introduction of dedicated fragrance lines and products designed to address a specific consumer demand for this distribution channel and accelerate our digital development.

 

Moncler

 

In June 2020, the Company entered into an exclusive, 5-year worldwide license agreement with a potential 5-year extension with Moncler for the creation, development and distribution of fragrances under the Moncler brand. Our rights under this license are subject to certain minimum advertising expenditures and royalty payments as are customary in our industry. Moncler was founded at Monestier-de-Clermont, Grenoble, France, in 1952 and is currently headquartered in Italy. Over the years, the brand has combined style with constant technological research assisted by experts in activities linked to the world of the mountain. The Moncler outerwear collections marry the extreme demands of nature with those of city life. Our first fragrance launch for the Moncler brand is scheduled for the first quarter of 2022.

 

S.T. Dupont

 

In January 2021, we renewed our license agreement with S.T. Dupont for the creation, development and distribution of fragrance products through December 31, 2022, without any material changes in terms and conditions. Our initial 11-year license agreement with S.T. Dupont was signed in June 1997 and had previously been extended through December 31, 2020.

 

Abercrombie & Fitch and Hollister

 

In November 2019, we extended our license for both the Abercrombie & Fitch and Hollister brands, until either party terminates on 3 years notice.

 

MCM

 

In September 2019, we entered into an exclusive, 10-year worldwide license agreement with German luxury fashion house MCM for the creation, development and distribution of fragrances under the MCM brand. Our rights under such license are subject to certain minimum advertising expenditures and royalty payments as are customary in our industry. Our first fragrance launch for the MCM brand is scheduled for spring 2021.

 

Oscar de la Renta

 

In September 2019, we extended our license through December 31, 2031, and added an additional five-year extension option through December 31, 2036. The original license agreement, signed in October 2013, would have expired on December 31, 2025.

 

Kate Spade New York

 

In June 2019, we entered into an exclusive 11-year worldwide license agreement with Kate Spade New York for the creation, development and distribution under the Kate Spade brand. Our rights under such license are subject to certain minimum advertising expenditures and royalty payments as are customary in our industry. Our first fragrance launch for the Kate Spade New York brand began in the first quarter of 2021.

 

3

 

 

Fragrance Products

 

General

 

We are the owner of the Rochas brand, and the Lanvin brand name and trademark for our class of trade. In addition, we have built a portfolio of licensed prestige brands whereby we produce and distribute our prestige fragrance products under license agreements with brand owners. Under license agreements, we obtain the right to use the brand name, create new fragrances and packaging, determine positioning and distribution, and market and sell the licensed products, in exchange for the payment of royalties. Our rights under license agreements are also generally subject to certain minimum sales requirements and advertising expenditures as are customary in our industry. As a percentage of net sales, product sales for the Company’s largest brands were as follows:

 

    Year Ended December 31,  
    2020     2019     2018  
Montblanc     21 %     22 %     19 %
Coach     17 %     14 %     15 %
Jimmy Choo     16 %     16 %     17 %
GUESS (license commenced April 1, 2018)     11 %     10 %     n/a  
Lanvin     7 %     8 %     10 %

 

Our licenses expire on the following dates:

 

Brand Name   Expiration Date
Abercrombie & Fitch   Extends until either party terminates on 3 years’ notice
Anna Sui   December 31, 2026, plus one 5-year optional term
bebe Stores   June 30, 2023
Boucheron   December 31, 2025, plus a 5-year optional term if certain sales targets are met
Coach   June 30, 2026
Dunhill   September 30, 2023
French Connection   December 31, 2027, plus a 10-year optional term if certain sales targets are met
Graff   December 31, 2026, plus 3 optional 3-year terms if certain sales targets are met
GUESS   December 31, 2033
Hollister   Extends until either party terminates on 3 years’ notice
Kate Spade New York   June 30, 2030
Jimmy Choo   December 31, 2031
Karl Lagerfeld   October 31, 2032
MCM   December 31, 2030, plus 4 option years
Moncler   December 31, 2026, plus a 5-year optional term if certain conditions are met
Montblanc   December 31, 2025
Oscar de la Renta   December 31, 2031, plus a 5-year optional term if certain sales targets are met
Paul Smith   December 31, 2021
Repetto   December 31, 2024
S.T. Dupont   December 31, 2022
Van Cleef & Arpels   December 31, 2024

 

In connection with the acquisition of the Lanvin brand names and trademarks for our class of trade, we granted the seller the right to repurchase the brand names and trademarks in 2025 for the greater of €70 million (approximately $86 million) or one times the average of the annual sales for the years ending December 31, 2023 and 2024.

 

4

 

 

Fragrance Portfolio 

 

Abercrombie & Fitch — In 2014, we entered into a worldwide license to create, produce and distribute new fragrances and fragrance related products under the Abercrombie & Fitch brand name. We distribute these fragrances internationally in specialty stores, high-end department stores and duty free shops, and in the U.S., in duty free shops and in select Abercrombie & Fitch retail stores. Our initial men’s scent, First Instinct was launched in 2016 followed by a women’s version in 2017. During 2018 and early 2019, we introduced several First Instinct brand extensions. In the spring of 2019, we unveiled a new fragrance family for Abercrombie & Fitch, Authentic, for men and women, and in 2020, we released Authentic Night. In April 2021, we have Naturally Fierce Perfume ready for international distribution and in the second half of 2021, we have a new pillar ready for launch.

 

Abercrombie & Fitch believes that every day should feel as exceptional as the start of the long weekend. Since 1892, the brand has been a specialty retailer of quality apparel, outerwear and fragrance – designed to inspire our global customers to feel confident, be comfortable and face their Fierce.

 

Anna Sui—In 2011, we entered into an exclusive worldwide fragrance license to create, produce and distribute fragrances and fragrance related products under the Anna Sui brand. We work in partnership with American designer, Anna Sui, and her creative team to build upon the brand’s growing customer appeal, and develop new fragrances that capture the brand’s very sweet feminine girly aspect, combined with touch of nostalgia, hipness and rock-and-roll. Anna Sui’s devoted customer base, which spans the world, is concentrated in Asia.

 

 The successful launch in 2017 of Fantasia by Anna Sui together with the benefits that accrued from our continued commitment to advertising and marketing, produced a significant increase in 2018 brand sales. Brand sales declined modestly in 2019, as new product launches were primarily brand extensions. The COVID-19 pandemic, which resulted in retail store closings and a virtual shutdown of travel retail, significantly affected Anna Sui brand sales in 2020. A recovery began in late 2020, and to take advantage of markets reopening, we began the initial rollout of our newest Anna Sui fragrance, Sky by Anna Sui in China and Hong Kong. For 2021, we plan a broader distribution of Anna Sui Sky throughout Asia.

 

Boucheron— In 2010, we entered into an exclusive 15-year worldwide license agreement for the creation, development and distribution of fragrances under the Boucheron brand. Boucheron is the French jeweler “par excellence”. Founded by Frederic Boucheron in 1858, the House has produced some of the world’s most beautiful and precious creations. Today Boucheron creates jewelry and timepieces and, under license from global brand leaders, fragrances and sunglasses. Currently Boucheron operates through over 40 boutiques worldwide as well as an e-commerce site.

 

Boucheron brand sales continue to be driven by legacy scents Boucheron Femme and Boucheron Homme as well as its legendary Jaipur lines. A scent collection was launched under the Boucheron brand in 2017, and additional scents are added annually. In 2019, two new fragrances, Boucheron Fleurs and Boucheron Quatre en Rouge, were added to the Boucheron collection. For 2020, we added Rose D’Isparta and Serpent Boheme and for 2021, Quatre en Bleu and Cuir de Venise will be making their debuts.

 

Coach— In 2015, we entered into an exclusive 11-year worldwide license to create, produce and distribute new men’s and women’s fragrances and fragrance related products under the Coach brand name. We distribute these fragrances globally to department stores, specialty stores and duty free shops, as well as in Coach retail stores.

 

Coach, established in New York City in 1941, is a leading design house of modern luxury accessories and lifestyle collections with a rich heritage of pairing exceptional leathers and materials with innovative design. Coach branded products are sold worldwide through Coach stores, select department stores and specialty stores, and through Coach’s website.

 

In 2016, we launched our first Coach fragrance, a women’s scent, and in 2017, a men’s scent, both of which have quickly become top selling prestige fragrances. The Coach brand achieved remarkable sales growth and quickly become one of the largest brands in our portfolio. Coach sales were driven by the continued popularity of the Coach signature lines, as well as the success of flankers. In 2020 we launched a new Coach women’s scent, Coach Dreams. We also have a new fragrance, Dreams Sunset, which is scheduled to debut in 2021. Coach is part of the Tapestry house of brands.

 

5

 

 

Dunhill—In 2012, we entered into an exclusive 10-year worldwide fragrance license to create, produce and distribute fragrances and fragrance related products under the Dunhill brand.

 

The house of Dunhill was established in 1893 and since that time has been dedicated to providing high quality men’s luxury products, with core collections offered in menswear, leather goods and accessories. The brand has global reach through a premium mix of self-managed retail outlets, high-level department stores and specialty stores. Known for its commitment to elegance and innovation and being a leader of British men’s style, the brand continues to blend innovation and creativity with traditional craftsmanship.

 

Beginning in 2015, we rolled out a new Dunhill scent, Icon, the success of which has made the Dunhill brand one of the stars within our United States based operations at that time. Building upon the established success of the Icon fragrance family, we launched several product extensions in 2017 and 2018. In 2019, the Dunhill Signature Collection debuted exclusively at Harrod’s followed by a global rollout, and brand extensions dominated for Dunhill in 2020. For 2021, we have a completely new fragrance family for Dunhill called Driven.

 

Graff— In 2018, the Company entered into an exclusive, 8-year worldwide license agreement with London-based Graff for the creation, development and distribution of fragrances under the Graff brand. The 8-year agreement has three 3-year automatic renewal options, potentially extending the license until December 31, 2035.

 

Since Laurence Graff OBE founded the company in 1960, Graff has been dedicated to sourcing and crafting diamonds and gemstones of untold beauty and rarity, and transforming them into spectacular pieces of jewelry that move the heart and stir the soul. Throughout its rich history, Graff has become the world leader for diamonds of rarity, magnitude and distinction. Most notably, it has dominated the list of historical and important rough diamonds discovered, cut and polished this century. Each jewelry creation is designed and manufactured in Graff’s London atelier, where master craftsmen employ stone-led design techniques to emphasize the beauty of each individual stone. The company remains a family business, overseen by Francois Graff, Chief Executive Officer.

 

For Graff, a six-scent collection for women, Lesedi La Rona, debuted exclusively at Harrods beginning in March 2020. The exclusive was extended through 2020 as a result of the interruption from mandatory store closings at various times throughout 2020. In 2021, a select market rollout will begin in the Middle East, with selective luxury distribution limited to only the most exclusive, upmarket retail outlets. In 2021, we have two new scents in the works for the Lesedi La Rona collection.

 

GUESS— In 2018, the Company entered into an exclusive, 15-year worldwide license agreement with GUESS?, Inc. for the creation, development and distribution of fragrances under the GUESS brand.

 

Established in 1981, GUESS began as a jeans company and has since successfully grown into a global lifestyle brand. GUESS?, Inc. designs, markets, distributes and licenses a lifestyle collection of contemporary apparel, denim, handbags, watches, footwear and other related consumer products. GUESS products are distributed through branded GUESS stores as well as better department and specialty stores around the world. 

 

This license took effect on April 1, 2018 and we began selling GUESS legacy scents in 2018. In 2019 the GUESS brand quickly became the largest within our U.S. operations, with legacy fragrances dominating the sales mix. In 2019, we began shipments of 1981 Los Angeles and Seductive Noir, both flankers of established scents, which accelerated brand growth further.

 

Nearly three years in the making, our first new blockbuster scent, Bella Vita, will debut for the GUESS brand both domestically and internationally in 2021. In addition, a new men’s grooming and fragrance collection is now scheduled for a spring 2021 launch.

 

6

 

 

Hollister— We have a worldwide license to create, produce and distribute new fragrances and fragrance related products under the Hollister brand name. The Company distributes these fragrances internationally in specialty stores, high-end department stores and duty free shops, and in the U.S., in duty free shops as well as select Hollister retail stores. In 2016 we launched a men’s and women’s scent, Wave, for Hollister. In 2017, we introduced a fragrance duo, Wave 2, to complement the Wave franchise by Hollister. During 2018 we debuted an entirely new fragrance family for Hollister, Festival Vibes. In 2019, we launched the Wave limited edition duo, plus our first Festival brand extension, Festival Nite. For 2020, we released Canyon Escape for men and women in select markets, with the global rollout planned for the first quarter of 2021.

 

The quintessential apparel brand of the global teen consumer, Hollister Co. celebrates the liberating spirit of the endless summer inside everyone. Inspired by California’s laidback attitude, Hollister’s clothes are designed to be lived in and made your own, for wherever life takes you.

  

Jimmy Choo— In 2009, we entered into an exclusive 12-year worldwide license agreement for the creation, development and distribution of fragrances under the Jimmy Choo brand, and in 2017, we extended the license agreement which now runs through December 31, 2031.

 

Jimmy Choo encompasses a complete luxury accessories brand. Women’s shoes remain the core of the product offering, alongside handbags, small leather goods, scarves, eyewear, belts, fragrance and men’s shoes. Management at Jimmy Choo shares a vision to create one of the world’s most treasured luxury brands. Jimmy Choo has a global store network encompassing more than 200 stores and is present in the most prestigious department and specialty stores worldwide. Jimmy Choo is part of the Capri Holdings Limited luxury fashion group.

 

Our first fragrance under the Jimmy Choo brand, a women’s signature scent, rolled out globally in 2011. In 2013, we launched our second Jimmy Choo line, Flash, and in 2014, we debuted Jimmy Choo Man, our first men’s scent. In 2015, the launch of Jimmy Choo Illicit, our third women’s fragrance under that label hit the market. In 2017, building on the very strong fragrance family trees of the women’s signature scent and Jimmy Choo Man, we successfully launched Jimmy Choo L’Eau for women and Jimmy Choo Man Ice. In 2018 we released another men’s flanker, Jimmy Choo Man Blue, and the brand’s women’s signature scent added Jimmy Choo Fever. During 2019, we introduced a Jimmy Choo Floral line, and an entirely new scent for men, Jimmy Choo Urban Hero, launched late in the year. For 2020, we expanded our product line to include a lipstick and nail polish line, and our new women’s fragrance, I Want Choo is being launched in 2021. Lastly, we will also be adding four new lipsticks to our Jimmy Choo makeup line in 2021.

 

Karl Lagerfeld— In 2012, we entered into a 20-year worldwide license agreement with Karl Lagerfeld B.V., the internationally renowned haute couture fashion house, to create, produce and distribute fragrances under the Karl Lagerfeld brand.

 

Under the creative direction of the late Karl Lagerfeld, one of the world’s most influential and iconic designers, the Lagerfeld Portfolio represents a modern approach to distribution, an innovative digital strategy and a global 360 degree vision that reflects the designer’s own style and soul. In 2017, we changed the strategic positioning and instituted new pricing with the launch of a new duo called Les Parfums Matières. Building on excellent sales results of the initial scents, in the second half of 2018, we expanded the Les Parfums Matières line with another fragrance duo, and in 2019, we added new scents to the brand’s expanding multi-scent collection. In 2021 Karl Cities, a new collection, is being prepared.

 

Kate Spade— In 2019, we entered into an exclusive, 11-year worldwide license agreement with Kate Spade New York to create, produce and distribute new perfumes and fragrance-related products under the Kate Spade brand. We will distribute these fragrances globally to department and specialty stores and duty free shops, as well as in Kate Spade New York retail stores. Our first original scent, Kate Spade, debuted in January 2021.

 

Since its launch in 1993 with a collection of six essential handbags, Kate Spade New York has always stood for optimistic femininity. Today, the brand is a global life and style house with handbags, ready-to-wear, jewelry, footwear, gifts, home décor and more. Polished ease, thoughtful details and a modern, sophisticated use of color—Kate Spade New York’s founding principles define a unique style synonymous with joy. Under the vision of its creative director, the brand continues to celebrate confident women with a youthful spirit. Kate Spade New York is part of the Tapestry house of brands.

 

7

 

 

Lanvin— In 2007, we acquired the worldwide rights to the Lanvin brand names and international trademarks listed in Class 3, our class of trade. A synonym of luxury and elegance, the Lanvin fashion house, founded in 1889 by Jeanne Lanvin, expanded into fragrances in the 1920s.

 

Lanvin fragrances occupy an important position in the selective distribution market in France, Eastern Europe and Asia, and we have several lines currently in distribution, including: Arpège, Lanvin L’Homme, Éclat d’Arpège, Rumeur 2 Rose, Jeanne Lanvin, Marry Me, Modern Princess and A Girl in Capri. Our Éclat d’Arpège line accounts for almost 50% of brand sales. We debuted a new scent called A Girl in Capri in 2019, and also introduced a new flanker, Éclat d’Arpège Sheer in the second half of 2020. Mon Éclat, a new fragrance, is scheduled for a second half 2021 release.

  

MCM— In 2019, we entered into an exclusive, 10-year worldwide license agreement with German luxury fashion house MCM for the creation, development and distribution of fragrances under the MCM brand. The agreement has a 4-year automatic renewal option, potentially extending the license until December 31, 2034.

 

Fusing modern German craftsmanship and the traditional art of French perfumery, Inter Parfums will develop exceptional fragrances for women and men that will celebrate the boldness, attitude and essence of MCM which defined the brand since its birth in Munich. The long-term collaboration will thrive on innovation with a passionate, tailor-made approach built on a mastery of fragrance expertise. Positioned in the prestige fine fragrance arena, MCM fragrances will fuse luxury with an expressive spirit of originality and optimism. Every detail will enhance MCM’s identity, transcending perfumery with elegance and excellence.

 

Our plan is to develop extraordinary fragrances for women and men that capture the creative spirit of MCM, with our first new fragrance, MCM, targeted for a first quarter of 2021 launch. We expect our distribution strategy to include MCM stores, high-end department stores and prestige beauty retailers, with a geographic focus on Asia, the Americas and Europe.

 

Montblanc—In 2010, we entered into an exclusive license agreement to create, develop and distribute fragrances and fragrance related products under the Montblanc brand. In 2015, we extended the agreement which now runs through December 31, 2025.

 

Montblanc has achieved a world-renowned position in the luxury segment and has become a purveyor of exclusive products, which reflect today’s exacting demands for timeless design, tradition and master craftsmanship. Through its leadership positions in writing instruments, watches and leather goods, promising growth outlook in women’s jewelry, international retail footprint through its network of more than 600 boutiques, high standards of product design and quality, Montblanc has grown to be our largest fragrance brand.

 

In 2011, we launched our first new Montblanc fragrance, Legend, which quickly became our best-selling men’s line. In 2014, we launched our second men’s line, Emblem. The Emblem line was expanded in 2015 to include Montblanc Emblem Intense, and in 2016, we further extended our successful Montblanc Legend line with another men’s scent, Montblanc Legend Spirit. For 2017, we continued the rollout of the highly successful launch of Montblanc Legend Spirit and launched Montblanc Legend Night. In 2019, we unveiled Montblanc Explorer, a new men’s scent, with distribution in all geographic markets around the globe. For 2020, we introduced an eau de parfum version of Legend which debuted in the fall, and in 2021, we have a new flanker ready for market, Explorer Ultra Blue.

 

Oscar de la Renta— In 2013, we entered into an exclusive worldwide license to create, produce and distribute fragrances and fragrance related products under the Oscar de la Renta brand. In 2019, the agreement was extended through December 31, 2031, with an additional five-year option potentially extending the agreement through December 31, 2036. In 2014, we took over distribution of fragrances within the brand’s legacy fragrance portfolio, and our first new women’s fragrance under the Oscar de la Renta brand, Extraordinary, was launched in 2015. Oscar de la Renta Bella Blanca, a new Oscar de la Renta scent, debuted in early 2018, and the Bella Rosa flanker was introduced in 2019. In 2020, the Oscar de la Renta Bella pillar added Bella Essence to the family tree. Debuting in 2021 we have a completely new fragrance for Oscar de la Renta, Alibi.

 

Oscar de la Renta is one of the world’s leading luxury goods firms. The New York-based company was established in 1965, and encompasses a full line of women’s accessories, bridal, children’s wear, fragrance, beauty and home goods, in addition to its internationally renowned signature women’s ready to wear collection. Oscar de la Renta products are sold globally in fine department and specialty stores, www.oscardelarenta.com and through wholesale channels. The Oscar de la Renta brand has a loyal following in the United States, Canada and Latin America.

 

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Paul Smith— In 2017, the Company renewed its license agreement for an additional four years with Paul Smith for the creation, development, and distribution of fragrance products through December 2021, without any material changes in terms and conditions. Our initial 12-year license agreement with Paul Smith was signed in 1998, and had previously been extended through December 31, 2017.

 

Paul Smith is an internationally renowned British designer who creates fashion with a clear identity. Paul Smith has a modern style which combines elegance, inventiveness and a sense of humor and enjoys a loyal following, especially in the UK and Japan. Fragrances include: Paul Smith Men, Paul Smith Women, Paul Smith London, Paul Smith Rose and Paul Smith Extrême, for men and women.

 

Repetto— In 2011, we entered into a 13-year exclusive worldwide license agreement to create, produce and distribute fragrances under the Repetto brand.

 

Created in 1947 by Rose Repetto at the request of her son, dancer and choreographer Roland Petit, Repetto is today a legendary name in the world of dance. For a number of years, it has developed timeless and must-have collections with a fully modernized signature style ranging from dance shoes, ballet slippers, flat shoes, sandals, handbags and high-end accessories.

 

With Repetto boutiques in several countries throughout the world, the brand has branched out into Asia, notably China, Hong Kong, Singapore, Thailand, South Korea and Japan with a mix of cross-generational appeal and French chic. Despite this brand’s success with footwear, handbags and high-end accessories, fragrance sales have been modest.

 

Rochas— In 2015, we acquired the Rochas brand from The Procter & Gamble Company. Founded by Marcel Rochas in 1925, the brand began as a fashion house and expanded into perfumery in the 1950s under Hélène Rochas’ direction. This transaction included all brand names and registered trademarks for Rochas (Femme, Madame, Eau de Rochas, etc.), mainly for fragrance, cosmetics and fashion.

 

This acquisition opened a new page in the Company’s history by integrating for the first time both fragrances and fashion, allowing us to apply a global approach to managing a fragrance brand with complete freedom in terms of creativity and aesthetic choices. At the same time, we enjoy a very high degree of visibility establishing a position of even greater preeminence for Rochas in the luxury goods universe. Rochas brand sales currently include approximately $2.2 million of royalties generated by the fashion and accessory business via its portfolio of license agreements. Our first new fragrance for Rochas, Mademoiselle Rochas, had a successful launch that began in the first quarter of 2017 in its traditional markets of France and Spain. In 2018, we debuted flankers for Eau de Rochas and Mademoiselle Rochas and in late 2018, we launched our first new men’s line, Rochas Moustache. In 2019, a seasonal limited edition called Escapade Exotique came to market, as well as the debut of Mademoiselle Rochas Couture. A new women’s line, Byzance, debuted in early 2020. For 2021, we have a new two new fragrances debuting, Rochas Girl in the first half of the year, and later in the year, a flanker for the L’Homme Rochas collections.

 

S.T. Dupont— In 1997, we signed an exclusive worldwide license agreement with S.T. Dupont for the creation, manufacture and distribution of S.T. Dupont fragrances. The license agreement had been renewed several times and is now renewed annually, without any material changes in terms and conditions. S.T. Dupont is a French luxury goods house founded in 1872, which is known for its fine writing instruments, lighters and leather goods. S.T. Dupont fragrances include: S.T. Dupont pour Femme, S.T. Dupont pour Homme, S.T. Dupont Essence Pure and S.T. Dupont Collection.

 

Van Cleef & Arpels— In 2018, the Company renewed its license agreement for an additional six years with Van Cleef & Arpels for the creation, development, and distribution of fragrance products through December 2024. Our initial 12-year license agreement with Van Cleef & Arpels was signed in 2006.

 

Van Cleef & Arpels fragrances in current distribution include: First and Collection Extraordinaire. Sales of the Collection Extraordinaire line have experienced continued growth since its debut. We continue to introduce new additions to the Van Cleef & Arpels Collection Extraordinaire assortment annually, including Oud Blanc, in 2020. We have new additions to the Collection Extraordinaire, including Réve de Matiere unveiling in 2021.

 

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Business Strategy

 

Focus on prestige beauty brands. Prestige beauty brands are expected to contribute significantly to our growth. We focus on developing and launching quality fragrances utilizing internationally renowned brand names. By identifying and concentrating in the most receptive market segments and territories where our brands are known, and executing highly targeted launches that capture the essence of the brand, we have had a history of successful launches. Certain fashion designers and other licensors choose us as a partner, because our Company’s size enables us to work more closely with them in the product development process as well as our successful track record.

 

Grow portfolio brands through new product development and marketing. We grow through the creation of fragrance family extensions within the existing brands in our portfolio. Every year or two, we create a new family of fragrances for each brand in our portfolio. We frequently introduce seasonal and limited edition fragrances as well. With new introductions, we leverage our ability and experience to gauge trends in the market and further leverage the brand name into different product families in order to maximize sales and profit potential. We have had success in introducing new fragrance families (sub-brands, flanker brands or flankers) within our brand franchises. Furthermore, we promote the performance of our prestige fragrance operations through knowledge of the market, detailed analysis of the image and potential of each brand name, and a highly professional approach to international distribution channels.

 

Continue to add new brands to our portfolio, through new licenses or acquisitions. Prestige brands are the core of our business and we intend to add new prestige beauty brands to our portfolio. Over the past 30 years, we have built our portfolio of well-known prestige brands through acquisitions and new license agreements. We intend to further build on our success in prestige fragrances and pursue new licenses and acquire new brands to strengthen our position in the prestige beauty market. To that end, in 2019, we extended our license agreements for Abercrombie & Fitch, Hollister and Oscar de la Renta, and signed new licenses for Kate Spade New York and MCM. During 2020, we signed a new license for the Moncler brand. In 2020, we also acquired a minority interest in Divabox, which owns the Origines-parfums online platform. As a website of reference for all selective fragrance brands, Origines-parfums is a key French player in the online beauty market recognized for its customer relationship expertise. This agreement should enhance the introduction of dedicated fragrance lines and products designed to address a specific consumer demand for this distribution channel and accelerate our digital development. As of December 31, 2020, we had cash, cash equivalents and short-term investments of approximately $296 million, which we believe should assist us in entering new brand licenses or out-right acquisitions. We identify prestige brands that can be developed and marketed into a full and varied product families and, with our technical knowledge and practical experience gained over time, take licensed brand names through all phases of concept, development, manufacturing, marketing and distribution.

 

Expand existing portfolio into new categories. We selectively broaden our product offering beyond the fragrance category and offer other fragrance related products and personal care products under some of our existing brands. We believe such product offerings meet customer needs and further strengthen customer loyalty.

 

Continue to build global distribution footprint. Our business is a global business and we intend to continue to build our global distribution footprint. In order to adapt to changes in the environment and our business, in addition to our arrangements with third party distributors globally, we are operating distribution subsidiaries or divisions in the major markets of the United States, France and Spain for distribution of prestige fragrances. We may look into future joint arrangements or acquire distribution companies within other key markets to distribute certain of our prestige brands. While building a global distribution footprint is part of our long-term strategy, we may need to make certain decisions based on the short-term needs of the business. We believe that in certain markets, vertical integration of our distribution network may be one of the keys to future growth of our Company, and ownership of such distribution should enable us to better serve our customers’ needs in local markets and adapt more quickly as situations may determine.

 

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Production and Supply

 

The stages of the development and production process for all fragrances are as follows:

 

  Simultaneous discussions with perfume designers and creators (includes analysis of esthetic and olfactory trends, target clientele and market communication approach)

 

  Concept choice

 

  Produce mock-ups for final acceptance of bottles and packaging

 

  Receive bids from component suppliers (glass makers, plastic processors, printers, etc.) and packaging companies

 

  Choose suppliers

 

  Schedule production and packaging

 

  Issue component purchase orders

 

  Follow quality control procedures for incoming components; and

 

  Follow packaging and inventory control procedures.

 

Suppliers who assist us with product development include:

 

  Independent perfumery design companies (Aesthete, Carré Basset, PI Design, Cent Degres)

 

 

Perfumers (IFF, Givaudan, Firmenich, Robertet, Takasago, Mane) which create a fragrance consistent with our expectations and, that of the fragrance designers and creators

 

  Fillers (Voyant, CPFPI, Omega Packaging, Societe de Diffusion de Produits de Parfumerie, TSM Brands)

 

  Bottle manufacturers (Pochet du Courval, Verescence, Verreries Brosse, Bormioli Luigi, Stoelzle Masnières, Heinz), caps (Qualipac, ALBEA, RPC, Codiplas, LF Beauty, Texen Group, S.A.R.L. J3P SBG Packaging Group), Pumps (Silgan Dispensing Systems Thomaston Corp, Rexam) or boxes (Autajon, MMPP, Nortier, Draeger)

 

  Production specialists who carry out packaging (CCI, Edipar, Jacomo, Societe de Diffusion de Produits de Parfumerie, MF Productions, Biopack) or logistics (Bolloré Logistics for storage, order preparation and shipment)

 

Suppliers’ accounts for our European operations are primarily settled in euro and for our United States operations, suppliers’ accounts are primarily settled in U.S. dollars. For our European operations components for our prestige fragrances are purchased from many suppliers around the world and are primarily manufactured in France. For United States operations, components for our prestige fragrances are sourced from many suppliers around the world and are primarily manufactured in the United States. However, occasionally, we will utilize third party manufacturers in France, China and Turkey.

 

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Environmental and Social Governance

 

Both our US operations and our European operations are good corporate citizens and take our responsibilities seriously. We comply with all applicable laws, rules and regulations in general, and in particular with regard to chemicals and hazardous materials. From procurement of components to distribution of finished products, we act as a good corporate citizen and monitor and comply with all legal requirements.

 

Interparfums SA, our European operations with their headquarters in Paris, was ranked number 11 in the Gaïa Index for 2020. This index assesses the Environmental and Social Governance (“ESG”) performance of the top 70 small and medium enterprises for French companies with revenue between €150-500 million.

  

Interparfums SA also applies a comprehensive approach addressing issues of corporate, environmental and social responsibility and transparency. Interparfums SA complies with IS 22716, International Standards for Good Manufacturing Practices, with all aspects of the manufacturing process, including receiving of raw materials and packaging materials, production and quality control. In this regulatory environment, regular audit campaigns are carried out for all packaging plants by the quality department based on the ISO 22716 standard in place. The ultimate purpose of these audits is to ensure that packaging service providers maintain a good level of traceability for their activities. All plant activities were reviewed: receiving process for raw materials and packaging materials, manufacturing, packaging and quality controls. These reports demonstrated that Interparfums SA’s subcontractors comply with ISO 22716 Good Manufacturing Practices and in particular traceability requirements for all perfume production operations. It is also in compliance with EU directive entitled Regulation on Registration, Evaluation, Authorization and Restriction of Chemicals (“REACH”), which governs and regulates the safe use of chemicals. Although not a manufacturer, per se, Interparfums SA has taken the initiative and monitors its suppliers for compliance with REACH, and has commitments from each of them concerning “Substances of Very High Concern” as listed in appendix XIV of REACH. No supplier of Interparfums SA has advised it of any such hazardous materials in any of Interparfums products to date.

 

Interparfums SA monitors the outsourcing of the entire production process of its manufacturing partners with expertise and accountable leadership in their respective areas. These include producers of juice, glass, caps and cardboard boxes and packaging companies. We take environmental issues into account at each of these phases, and in particular regarding the choice of materials used for components, waste management and reducing the carbon footprint.

 

In the US we are also a good corporate citizen. Like our French subsidiary, we are not a true manufacturer, but we regularly monitor our subcontractors, suppliers and fillers for their compliance. In addition, our subcontractors and fillers are subject to inspection and audit from our various licensors for compliance with all aspects of law. One of our largest pump manufactures is the recipient of the 2020 Bronze Medal from EcoVadis for its corporate social responsibility rating, and a large glass bottle manufacturer was awarded gold metals from EcoVadis for its corporate social responsibility rating two years in a row.

 

In our US operations, we do not use any banned ingredients or components and use sustainable ingredients where practicable. Some componentry (glass/folding cartons) is also recyclable where practicable. For example, our new Abercrombie & Fitch Away fragrance uses glass and folding cartons that are 100% recyclable, and the carton liner is 100% recyclable and biodegradable. We are also licensed to use the “Green Dot” logo on our packaging, and that licensing fee goes towards packaging recycling efforts of consumer goods. Lastly, our product development team works with our fragrance houses – all very sustainable in their own right – to incorporate sustainably sourced ingredients in the fragrance oils used.

 

In addition to our production operations complying with applicable law, our managers, supervisors and traffic coordinators in our New Jersey distribution center undergo the following training in order for us to comply with Dangerous Goods Regulations. Compliance requires training and certification to deal in hazardous materials to prevent damage to the environment. The two main certifications are:

 

International Maritime Dangerous Goods (IMDG) Dangerous Goods Training – 3 year Certification for Ocean Shipment and International Air Transport Association (IATA) Dangerous Goods Training – 2 year Certification for Global Air Shipments.

 

Further, our distribution center in New Jersey has in-rack sprinklers to accommodate our hazardous material products. Our fragrances, Class 9 – Consumer Commodity ID8000, are registered with American Chemistry Council, Inc. (known in the chemicals industry as Chemtrec). Chemtrec has a 24/7 hazardous materials emergency communications center, which provides immediate assistance for incidents involving hazardous materials of any kind.

 

12

 

 

Marketing and Distribution

 

Our products are distributed in over 120 countries around the world through a selective distribution network. For our international distribution, we either contract with independent distribution companies specializing in luxury goods or distribute prestige products through our distribution subsidiaries. In each country, we designate anywhere from one to three distributors on an exclusive basis for one or more of our name brands. We also distribute our products through a variety of duty free operators, such as airports and airlines and select vacation destinations.

 

As our business is a global one, we intend to continue to build our global distribution footprint. For distribution of brands within our European based operations we operate through our distribution subsidiaries or divisions in the major markets of the United States, France, Italy and Spain, in addition to our arrangements with third party distributors globally. Our third party distributors vary in size depending on the number of competing brands they represent. This extensive and diverse network together with our own distribution subsidiaries provides us with a significant presence in over 120 countries around the world.

 

Over 45% of our European based prestige fragrance net sales are denominated in U.S. dollars. We address certain financial exposures through a controlled program of risk management that includes the use of derivative financial instruments. We primarily enter into foreign currency forward exchange contracts to reduce the effects of fluctuating foreign currency exchange rates. 

 

The business of our European operations has become increasingly seasonal due to the timing of shipments by our distribution subsidiaries and divisions to their customers, which are weighted to the second half of the year.

 

For our United States operations, we distribute product to retailers and distributors in the United States as well as internationally, including duty free and other travel-related retailers. We utilize our in-house sales team to reach our third party distributors and customers outside the United States. In addition, the business of our United States operations has become increasingly seasonal as shipments are weighted toward the second half of the year.

 

Competition

 

The market for prestige fragrance products is highly competitive and sensitive to changing preferences and demands. The prestige fragrance industry is highly concentrated around certain major players with resources far greater than ours. We compete with an original strategy, regular and methodical development of quality fragrances for a growing portfolio of internationally renowned brand names. 

 

Inventory

 

We purchase raw materials and component parts from suppliers based on internal estimates of anticipated need for finished goods, which enables us to meet production requirements for finished goods. We generally ship product to customers within 72 hours of the receipt of their orders. Our business is not capital intensive, and it is important to note that we do not own manufacturing facilities. We act as a general contractor and source our needed components from our suppliers. These components are received at one of our distribution centers and then, based upon production needs, the components are sent to one of several third party fillers which manufacture the finished product for us and then deliver them to one of our distribution centers.

 

Product Liability

 

Our United States operations maintain product liability coverage in an amount of $10.0 million, and our European operations maintain product liability coverage in an amount of €20.0 million (approximately $24.5 million). Based upon our experience, we believe this coverage is adequate and covers substantially all of the exposure we may have with respect to our products. We have never been the subject of any material product liability claims. 

 

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Government Regulation

 

A fragrance is defined as a “cosmetic” under the Federal Food, Drug and Cosmetics Act. A fragrance must comply with the labeling requirements of this FDC Act as well as the Fair Packaging and Labeling Act and its regulations. In addition, various jurisdictions prohibit the use of certain ingredients in fragrances and cosmetics.

 

Our fragrance products that are manufactured or sold in Europe are subject to certain regulatory requirements of the European Union, such as Regulation number 1223/2009 on cosmetic products, but as of the date of this report, we have not experienced any material difficulties in complying with such requirements.

 

Trademarks

 

The market for our products depends to a significant extent upon the value associated with our trademarks and brand names. We have licenses or other rights to use, or own, the material trademark and brand name rights used in connection with the packaging, marketing and distribution of our major products both in the United States and in other countries where such products are principally sold. Therefore, trademark and brand name protection are important to our business. Although most of the brand names we license, use or own are registered in the United States and in certain foreign countries in which we operate, we may not be successful in asserting trademark or brand name protection. In addition, the laws of certain foreign countries may not protect our intellectual property rights to the same extent as the laws of the United States. The costs required to protect our trademarks and brand names may be substantial.

 

Under various license and other agreements, we have the right to use certain registered trademarks throughout the world for fragrance products. These registered trademarks include:

 

  Abercrombie & Fitch

  Anna Sui

  bebe

  Boucheron

  Coach

  Dunhill

  French Connection

  Graff

  GUESS

  Hollister

  Jimmy Choo

  Kate Spade New York

  Lily Aldridge

  Karl Lagerfeld

  MCM

 

Moncler

  Montblanc

Oscar de la Renta

  Paul Smith

  Repetto

  S.T. Dupont

  Van Cleef & Arpels

 

In addition, we are the registered trademark owner of several trademarks for fragrance and beauty products, including:

 

  Rochas

  Lanvin

  Intimate

  Aziza

 

14

 

 

Human Capital

 

As of January 1, 2021, we had 396 full-time employees worldwide. Of these, 289 are full-time employees of our European operations, with 107 employees engaged in sales activities and 182 in administrative, production and marketing activities. Our United States operations have 107 employees, and of these, 21 were engaged in sales activities and 86 in administrative, production and marketing activities. We do not have collective bargaining agreements relating to any of our employees, strive to maintain an inclusive environment free from discrimination of any kind, including sexual or other discriminatory harassment and, believe that our relationship with our employees is good.

 

Our employees are one of our most valuable assets, and fostering long-term relationships are beneficial to the continuity of our business. After experience and expertise in the respective fields of employment, we look for dedication and loyalty among our employees, as we believe having long-term staff members benefits our company. All of our executive officers have been with us for more than twenty years, and we have several senior and upper level staff members, who have also been with us long term. These long-term executives and employees believe that our company and their co-workers are an extended family. Their efforts and dedication are what allow our company to prosper.

 

The safety of our employees is of paramount importance to us. In the early stages of the COVID-19 pandemic we experienced brief closures at all of our locations, and adapted to working remotely. Upon reopening, we implemented prevention protocols to minimize the spread of COVID-19 in our workplaces. These protocols, which remain in place, are in compliance with the Centers for Disease Control guidelines and state requirements. 

 

Item 1A. Risk Factors.

 

You should carefully consider these material risk factors before you decide to purchase or sell shares of our common stock. These factors could cause our future results to differ materially from those expressed or implied in forward-looking statements made by us. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

 

Fragrance Business, Brand Names and Intellectual Property

 

We are dependent upon the continuation and renewal of various licenses and other agreements for a significant portion of our sales, and the loss of one or more licenses or agreements could have a material adverse effect on us.

 

All of our rights relating to prestige fragrance brands, other than Lanvin and Rochas, are derived from licenses or other agreements from unaffiliated third parties, and our business is dependent upon the continuation and renewal of such licenses and other agreements on terms favorable to us. Each license or agreement is for a specific term and may have additional optional terms. Generally, each license is subject to us making required royalty payments (which are subject to certain minimums), minimum advertising and promotional expenditures and meeting minimum sales requirements. Other agreements are generally subject to meeting minimum sales requirements. Just as the loss of a license or other significant agreement may have a material adverse effect on us, a renewal on less favorable terms may also negatively impact us.

 

If we are unable to acquire or license additional brands, or obtain the required financing for these agreements and arrangements, then the growth of our business could be impaired.

 

Our future expansion through acquisitions or new product license or distribution arrangements, if any, will depend upon the capital resources and working capital available to us. Further, we may be unable to obtain financing or credit that we may require for additional licenses, acquisitions or other transactions. We may be unsuccessful in identifying, negotiating, financing and consummating such acquisitions or arrangements on terms acceptable to us, or at all, which could hinder our ability to increase revenues and build our business. Just as the loss of a license or other significant agreement may have a material adverse effect on us, our failure to acquire rights to new brands may also negatively impact us.

 

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We may engage in future acquisitions that we may not be able to successfully integrate or manage. These acquisitions may dilute our stockholders and cause us to incur debt and assume contingent liabilities.

 

We continuously review acquisition prospects that would complement our current product offerings, increase our size and geographic scope of operations or otherwise offer growth and operating efficiency opportunities. The financing, if available, for any of these acquisitions could significantly dilute our stockholders and/or result in an increase in our indebtedness. We may acquire or make investments in businesses or products in the future, and such acquisitions may entail numerous integration risks and impose costs on us, including:

 

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

 

  diversion of management’s attention from our core business

 

  adverse effects on existing business relationships with suppliers and customers

 

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

 

  dilutive issuances of equity securities

 

  incurrence of substantial debt

 

  assumption of contingent liabilities

 

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

 

  incurrence of significant immediate write-offs.

 

Our failure to successfully complete the integration of any acquired business could have a material adverse effect on our business, financial condition and operating results.

 

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

 

We review, and from time to time may establish, arrangements and strategic alliances that we believe would complement our current product offerings, increase the size and geographic scope of our operations or otherwise offer growth and operating efficiency opportunities. These business relationships may require us to rely on the local expertise of our partners with respect to market development, sales, local regulatory compliance and other matters. Further, there may be challenges with ensuring that such arrangements or strategic alliances implement the appropriate internal controls to ensure compliance with the various laws and regulations applicable to us as a U.S. public company. Accordingly, in addition to commercial and operational risk, these arrangements and strategic alliances may entail risks such as reputational risk and regulatory compliance risk. In addition, there can be no assurance that we will be able to identify suitable alliance or candidates, that we will be able to consummate any such alliances or arrangements on favorable terms, or that we will realize the anticipated benefits of entering into any such alliances or arrangements.

  

If we are unable to protect our intellectual property rights, specifically trademarks and brand names, our ability to compete could be negatively impacted.

 

The market for our products depends to a significant extent upon the value associated with trademarks and brand names that we license, use or own. We have licenses or other rights to use, or own the material trademark and brand name rights in connection with the packaging, marketing and distribution of our major products both in the United States and in other countries where such products are principally sold. Therefore, trademark and brand name protection are important to our business. Although most of the brand names we license, use or own are registered in the United States and in certain foreign countries in which we operate, we may not be successful in asserting trademark or brand name protection. In addition, the laws of certain foreign countries may not protect our intellectual property rights to the same extent as the laws of the United States. The costs required to protect our trademarks and brand names may be substantial.

 

16

 

 

If our intangible assets, such as trademarks and licenses, become impaired, we may be required to record a significant non-cash charge to earnings which would negatively impact our results of operations.

 

Under United States generally accepted accounting principles, we review our intangible assets, including our trademarks and licenses, for impairment annually in the fourth quarter of each fiscal year, or more frequently if events or changes in circumstances indicate the carrying value of our intangible assets may not be fully recoverable. The carrying value of our intangible assets may not be recoverable due to factors such as reduced estimates of future cash flows, including those associated with the specific brands to which intangibles relate, or slower growth rates in our industry. Estimates of future cash flows are based on a long-term financial outlook of our operations and the specific brands to which the intangible assets relate. However, actual performance in the near-term or long-term could be materially different from these forecasts, which could impact future estimates and the recorded value of the intangibles. Any significant impairment to our intangible assets would result in a significant charge to earnings in our financial statements during the period in which the impairment is determined to exist.

 

The illegal distribution and sale by third parties of counterfeit versions of the Company’s products or the unauthorized diversion by third parties of the Company’s products could have an adverse effect on the Company’s revenues and a negative impact on the Company’s reputation and business.

 

Third parties may illegally distribute and sell counterfeit versions of the Company’s products. These counterfeit products may be inferior in terms of quality and other characteristics compared to the Company’s authentic products and/or the counterfeit products could pose safety risks that the Company’s authentic products would not otherwise present to consumers. Consumers could confuse counterfeit products with the Company’s authentic products, which could damage or diminish the image, reputation and/or value of the Company’s brands and cause consumers to refrain from purchasing the Company’s products in the future. In addition, the sale of the Company’s prestige products through non-authorized “grey market” channels could damage or diminish the image, reputation and/or value of the Company’s brands and could adversely affect the Company’s revenues and have a negative impact on the Company’s reputation.

 

Our success depends on our ability to operate our business without infringing, misappropriating or otherwise violating the trademarks, patents, copyrights and proprietary rights of other parties.

 

Our commercial success depends at least in part on our ability to operate without infringing, misappropriating or otherwise violating the trademarks, patents, copyrights and other proprietary rights of others. However, we cannot be certain that the conduct of our business does not and will not infringe, misappropriate or otherwise violate such rights. Many companies have employed intellectual property litigation as a way to gain a competitive advantage, and to the extent we gain greater visibility and market exposure, we may also face a greater risk of being the subject of such litigation. For these and other reasons, third parties may allege that our products, services or activities infringe, misappropriate or otherwise violate their trademark, patent, copyright or other proprietary rights. Defending against allegations and litigation could be expensive, take significant time, divert management’s attention from other business concerns, and delay getting our products to market. In addition, if we are found to be infringing, misappropriating or otherwise violating third party trademark, patent, copyright or other proprietary rights, we may need to obtain a license, which may not be available on commercially reasonable terms or at all, or redesign or rebrand our products, which may not be possible. We may also be required to pay substantial damages or be subject to a court order prohibiting us and our customers from selling certain products or engaging in certain activities. Our inability to operate our business without infringing, misappropriating or otherwise violating the trademarks, patents, copyrights and proprietary rights of others could therefore have a material adverse effect on our business, financial condition and results of operations.

 

17

 

 

COVID-19 Pandemic and Economic Downturn

 

The COVID-19 pandemic has had, and we expect will continue to have a material adverse effect on our business, results of operations, financial condition and cash flows.

 

The public health crisis caused by the COVID-19 pandemic and the measures being taken by governments, businesses, including us, our suppliers, our distributors, retailers and the public, to limit COVID-19’s spread, have had and we expect will continue to have, certain negative impacts on our business including, but not limited to, the following:

 

  We have experienced an overall decrease in sales of our products in markets around the world that have been affected by the COVID-19 pandemic. In particular, sales of our products have been significantly negatively affected by shelter-in-place regulations and closings of retailers around the world. We believe the most significant impact occurred in the second quarter of 2020. Although we experienced sales increases in the third and fourth quarter as compared to the second quarter of 2020, estimates of future sales, even in the short term are difficult to determine. In addition, there have been recent increases in COVID-19 cases in the United States and Europe, which have resulted in certain governments once again tightening restrictions. If the COVID-19 pandemic further intensifies, its negative impacts on our sales could be more prolonged and may become more severe.

 

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

 

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

 

  As a result of the COVID-19 pandemic, in all jurisdictions in which we operate we are following guidance as well as requirements from authorities and health officials in allowing our teams to gradually return to our offices, including, requiring personnel to wear masks and other protective clothing as appropriate, and implementing additional cleaning and sanitization routines at our offices and distribution centers. However, we may experience reductions in productivity and disruptions to our business routines while such guidance and restrictions remain in place.

 

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

 

  The resumption of normal business operations after the disruptions caused by the COVID-19 pandemic may be delayed or constrained by its lingering effects on consumers, suppliers or third-party distributors.

  

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

 

We believe that a high degree of global economic uncertainty could have a further negative effect on consumer confidence, demand and spending. In addition, we believe that consumer spending on beauty products is influenced by general economic conditions and the availability of discretionary income. Accordingly, we may experience sustained periods of declines in sales during periods of economic downturn as it may affect consumer purchasing patterns. In addition, a further general economic downturn may result in further reduced traffic in our customers’ stores which may, in turn, result in reduced net sales to our retail store customers. Any further material reduction in our sales could have a material adverse effect on our business, financial condition and operating results.

 

18

 

 

An outbreak of any other disease, epidemic or pandemic, or similar public health threat on the scope of COVID-19, could have a material adverse impact on the Company’s business, operating results and financial condition.

 

An outbreak of disease, epidemic or pandemic, or similar public threat on the scope of COVID-19, or fear of such an event, that negatively impacts consumer spending on our products could have a material adverse impact on the Company’s business, financial condition and operating results. Like most companies doing business around the globe, ours is being impacted by the coronavirus. There are many unknowns as to the duration and severity of the situation which we are closely monitoring. As a result of the trends in 2020 we have seen, there has been a significant decline in air travel and consumer traffic in key shopping and tourist areas. The extent and potential short and long-term impact of the coronavirus on the Company’s operational and financial performance will depend on future developments, including the duration and spread of the outbreak, our customers’ willingness to travel and purchase our products, and the impact on our supply chain and the financial markets, all of which are highly uncertain and cannot be predicted.

 

Global Operations

 

We are subject to risks related to our foreign operations, and a disruption in our operations or supply chain could adversely affect our business and financial results.

 

We operate on a global basis, with a substantial portion of our net sales and net income generated outside the United States, and we anticipate for the foreseeable future that a substantial portion of our net sales and net income will be generated outside the United States. A substantial portion of our cash, cash equivalents and short-term investments that result from these earnings remain outside the United States. As a company engaged in manufacturing and distribution on a global scale, we are subject to many risks and uncertainties, including:

 

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

 

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

 

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

 

Uncertainties and deterioration in global credit markets, as evidenced by previous reductions in sovereign credit ratings in the United States and Europe, could negatively impact suppliers, customers and consumers, which could have an adverse impact on our business as a whole.

 

Uncertainties and deterioration in the global credit markets as evidenced by previous reductions in sovereign credit ratings in the United States and Europe, could negatively impact our suppliers, customers and consumers which, in turn, could have an adverse impact on our business. While thus far, uncertainties in global credit markets have not significantly affected our access to credit due to our strong credit rating, a further deterioration in global financial markets could make future financing difficult or more expensive. Such lack of credit or lack of credit on favorable terms could have a material adverse effect on our business, financial condition and operating results.

 

Terrorist attacks, acts of war or military actions, other civil unrest or natural disasters may adversely affect territories in which we operate, and therefore affect our business, financial condition and operating results.

 

Terrorist attacks such as those that have occurred in Paris, France where we have our European headquarters, amongst other locations, and attempted terrorist attacks, military responses to terrorist attacks, other military actions, or governmental action in response to or in anticipation of a terrorist attack, or civil unrest as occurring in the Middle East, the Ukraine and Africa or natural disasters, may adversely affect prevailing economic conditions. These events could result in work stoppages, reduced consumer spending or reduced demand for our products. These developments subject our worldwide operations to increased risks and, depending on their magnitude, could reduce net sales and therefore could have a material adverse effect on our business, financial condition and operating results.

 

19

 

 

The loss of or disruption in our distribution facilities could have a material adverse effect on our business, financial condition and operating results.

 

We currently have several distribution facilities in Europe, China and the United States. The loss of any of those facilities, as well as the inventory stored in those facilities, would require us to find replacement facilities and assets. In addition, acts of God, such as extreme weather conditions, natural disasters and the like or terrorist attacks, could disrupt our distribution operations. If we cannot replace our distribution capacity and inventory in a timely, cost-efficient manner, then such failure could have a material adverse effect on our business, financial condition and operating results.

 

Changes in foreign tax provisions, the adoption of new tax legislation or exposure to additional tax liabilities could affect our profitability and cash flows.

 

In addition to being subject to taxation in the United States, we are subject to income and other taxes in other foreign jurisdictions. Our effective tax rate in the future could be adversely affected by changes to our operating structure, changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws and the discovery of new information in the course of our tax return preparation process. From time to time, tax proposals are introduced or considered by the United States Congress or the legislative bodies in foreign jurisdictions that could also affect our tax rate, the carrying value of our deferred tax assets, or our other tax liabilities. Our tax liabilities are also affected by the amounts we charge for inventory, services, licenses, funding, cross-jurisdictional transfer pricing, and other items in intercompany transactions. A negative determination or ultimate disposition in any tax audit, changes in tax laws or tax rates, or the ability to utilize our deferred tax assets could materially affect our tax provision, net income and cash flows in future periods.

 

The international character of our business renders us subject to fluctuation in foreign currency exchange rates and international trade tariffs, barriers and other restrictions.

 

A substantial portion of our European operations’ net sales (over 45%) are sold in U.S. dollars. In an effort to reduce our exposure to foreign currency exchange fluctuations, we engage in a controlled program of risk management that includes the use of derivative financial instruments for all major currencies with which we operate. Despite such actions, fluctuations in foreign currency exchange rates for the U.S. dollar, particularly with respect to the euro, could have a material adverse effect on our operating results. Possible import, export, tariff and other trade barriers, which could be imposed by the United States, the European Union or other countries might also have a material adverse effect on our operating results.

 

20

 

 

Changing political conditions could adversely impact our business and financial results.

 

Changes in the political conditions in markets in which we manufacture, sell or distribute our products may be difficult to predict and may adversely affect our business and financial results. For example, the United Kingdom’s recent withdrawal from the European Union (“Brexit”), despite its recent trade agreement with the European Union, has created uncertainty regarding, among other things, the U.K.’s future legal and economic framework and how the U.K. will interact with other countries, including with respect to the free movement of goods, services, capital and people. In addition, results of elections, referendums or other political processes in certain markets in which our products are manufactured, sold or distributed could create uncertainty regarding how existing governmental policies, laws and regulations may change, including with respect to sanctions, taxes, the movement of goods, services, capital and people between countries and other matters. The potential implications of such uncertainty, which include, among others, exchange rate fluctuations, tariffs, trade barriers and market contraction, could adversely affect the Company’s business and financial results.

 

Operational Risks

 

We are dependent upon Messrs. Jean Madar and Philippe Benacin, and the loss of their services could harm our business.

 

Jean Madar, our Chief Executive Officer, and Philippe Benacin, our President, and Chief Executive Officer of Interparfums SA, are responsible for day-to-day operations as well as major decisions. Termination of their relationships with us, whether through death, incapacity or otherwise, could have a material adverse effect on our operations, and we cannot assure you that qualified replacements can be found.

 

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

 

We rely on outside sources to manufacture our fragrances and cosmetics. The failure of such third party manufacturers to deliver either compliant, quality components or finished goods on a timely basis could have a material adverse effect on our business. Although we believe there are alternate manufacturers available to supply our requirements, we cannot assure you that current or alternative sources will be able to supply all of our demands on a timely basis. We do not intend to develop our own manufacturing capacity. As these are third parties over whom we have little or no control, the failure of such third parties to provide components or finished goods on a timely basis could have a material adverse effect on our business, financial condition and operating results.

 

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

 

We sell a substantial percentage of our prestige fragrances through independent distributors specializing in luxury goods. Given the growing importance of distribution, we have modified our distribution model by owning a controlling interest in certain of our distributors within key markets. However, we have little or no control over third party distributors and the failure of such third parties to provide services on a timely basis could have a material adverse effect on our business, financial condition and operating results. In addition, if we replace existing third party distributors with new third party distributors or with our own distribution arrangements, then transition issues could have a material adverse effect on our business, financial condition and operating results.

 

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

 

Fragrance products must comply with the labeling requirements of the Federal Food, Drug and Cosmetics Act as well as the Fair Packaging and Labeling Act and their regulations. In addition, various jurisdictions prohibit the use of certain ingredients in fragrances and cosmetics.

 

Our fragrance products that are manufactured or sold in Europe are subject to certain regulatory requirements of the European Union, such as Regulation number 1223/2009 on cosmetic products, but as of the date of this report, we have not experienced any material difficulties in complying with such requirements.

 

However, we cannot assure you that, should we use proscribed ingredients in our fragrance products that we develop or market, or develop or market fragrance products with different ingredients, or should existing regulations or requirements be revised, we would not in the future experience difficulty in complying with such requirements, which could have a material adverse effect on our results of operations.

 

Our business is subject to seasonal variability.

 

Our business is somewhat seasonal due to the timing of shipments to our customers, which are weighted to the second half of the year. Accordingly, our financial performance, sales, working capital requirements, cash flow and borrowings generally experience variability during the third and fourth quarters.

 

21

 

 

Fragrance Markets

 

The success of our products is dependent on public taste.

 

Our revenues are substantially dependent on the success of our products, which depends upon, among other matters, pronounced and rapidly changing public tastes, factors which are difficult to predict and over which we have little, if any, control. In addition, we have to develop successful marketing, promotional and sales programs in order to sell our fragrances and fragrance related products. If we are not able to develop successful marketing, promotional and sales programs, then such failure will have a material adverse effect on our business, financial condition and operating results.

 

We are subject to extreme competition in the fragrance industry.

 

The market for fragrance products is highly competitive and sensitive to changing market preferences and demands. Many of our competitors in this market are larger than we are and have greater financial resources than are available to us, potentially allowing them greater operational flexibility. Our success in the prestige fragrance industry is dependent upon our ability to continue to generate original strategies and develop quality products that are in accord with ongoing changes in the market.

 

If there is insufficient demand for our existing fragrance products, or if we do not develop future strategies and products that withstand competition or we are unsuccessful in competing on price terms, then we could experience a material adverse effect on our business, financial condition and operating results.

 

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

 

Our business is subject to numerous laws, regulations and policies. Changes in the laws, regulations and policies, including the interpretation or enforcement thereof, that affect, or will affect, our business, including changes in accounting standards, tax laws and regulations, environmental or climate change laws, regulations or accords, trade rules and customs regulations, or increased cosmetics regulation, and the outcome and expense of legal or regulatory proceedings, and any action we may take as a result could adversely affect our financial results.

 

General Risk Factors

 

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

 

Our success depends, in part, on the quality and safety of our products. If our products are found to be defective or unsafe, or if they otherwise fail to meet our consumers’ standards, then our relationships with customers or consumers could suffer, the appeal of one or more of our brands could be diminished, and we could lose sales and/or become subject to liability claims, any of which could result in a material adverse effect on our business, results of operations and financial condition.

 

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

 

Our ability to maintain our reputation is critical to our various brand images. Our reputation could be jeopardized if we fail to maintain high standards for merchandise quality and integrity or if we, or the third parties with whom we do business, do not comply with regulations or accepted practices. Any negative publicity about these types of concerns may reduce demand for our merchandise. Failure to comply with ethical, social, product, labor and environmental standards, or related political considerations, such as animal testing, could also jeopardize our reputation and potentially lead to various adverse consumer actions, including boycotts. Failure to comply with local laws and regulations, including applicable U.S. trade sanctions, to maintain an effective system of internal controls or to provide accurate and timely financial statement information could also hurt our reputation. We are also dependent on the reputations of our brand partners and licensors, which can be affected by matters outside of our control. Damage to our reputation or the reputations of our brand partners or licensors or loss of consumer confidence for any of these or other reasons could have a material adverse effect on our results of operations, financial condition and cash flows, as well as require additional resources to rebuild our reputation.

  

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

 

Our business is subject to numerous laws, regulations and policies. Changes in the laws, regulations and policies, including the interpretation or enforcement thereof, that affect, or will affect, our business, including changes in accounting standards, tax laws and regulations, environmental or climate change laws, regulations or accords, trade rules and customs regulations, or increased cosmetics regulation, and the outcome and expense of legal or regulatory proceedings, and any action we may take as a result could adversely affect our financial results. 

 

22

 

 

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

 

We have information systems that support our business processes, including product development, production, marketing, order processing, sales, distribution, finance and intra-company communications. We also have Internet websites in the United States and Europe. These systems may be susceptible to outages due to fire, floods, power loss, telecommunications failures, hacking and similar events. Despite the implementation of network security measures, our systems may be vulnerable to computer viruses, hacking and similar disruptions from unauthorized tampering. The occurrence of these or other events could disrupt or damage our information systems and adversely affect our business and results of operations.

 

 Our business could be negatively impacted by corporate citizenship and sustainability matters.

 

There is an increased focus from certain investors, customers, consumers, employees, and other stakeholders concerning corporate citizenship and sustainability matters. The standards by which citizenship and sustainability efforts and related matters are measured are developing and evolving, and certain areas are subject to assumptions. These standards or assumptions could change over time. In addition, we could be criticized for the scope of initiatives or goals or perceived as not acting responsibly in connection with these matters. Any such matters, or related corporate citizenship and sustainability matters, could have a material adverse effect on our business.

 

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

 

Our business planning process is designed to maximize our long-term strength, growth and profitability, not to achieve an earnings target in any particular fiscal quarter. We believe that this longer-term focus is in the best interests of our Company and our stockholders. At the same time, however, we recognize that it may be helpful to provide investors with guidance as to our forecast of annual net sales and diluted earnings per share. Accordingly, we provide guidance as to our expected annual net sales, and diluted earnings per share, which is updated as appropriate throughout the year. While we generally provide updates to our guidance when we report our results each fiscal quarter if called for, we assume no responsibility to update any of our forward-looking statements at such times or otherwise. In addition, longer-term guidance that we may from time to time provide is based on goals that we believe, at the time guidance is given, are reasonably attainable. 

 

In all of our public statements when we make, or update, a forward-looking statement about our sales and/or earnings expectations or expectations regarding other initiatives, we accompany such statements directly, or by reference to a public document, with a list of factors that could cause our actual results to differ materially from those we expect. Such a list is included, among other places, in our earnings press releases (by reference to our periodic filings with the Securities and Exchange Commission) and in our periodic filings with the Securities and Exchange Commission (e.g., in our reports on Form 10-K and Forms 10-Q). These and other factors may make it difficult for outside observers, such as research analysts, to predict what our earnings will be in any given fiscal quarter or year.

  

Outside analysts and investors have the right to make their own predictions of our financial results for any future period. Outside analysts, however, have access to no more material information about our results or plans than any other public investor, and we do not endorse or adopt their predictions as to our future performance. Nor do we assume any responsibility to correct the predictions of outside analysts or others when they differ from our own internal expectations. If and when we announce actual results that differ from those that outside analysts or others have been predicting, the market price of our securities could be affected. Investors who rely on the predictions of outside analysts or others when making investment decisions with respect to our securities do so at their own risk. We take no responsibility for any losses suffered as a result of such changes in the prices of our securities.

 

23

 

 

Item 1B. Unresolved Staff Comments.

 

None.

 

Item 2. Properties

 

United States Operations

 

We maintain our corporate headquarters and United States operations in approximately 24,900 square feet with a term that expires on December 31, 2029, and have been at the same location in New York City since 1992. We also have a 140,000 square foot distribution center in New Jersey, and this lease expires on October 31, 2025. In addition, we maintain office space in Hong Kong with a lease that expires in June 2023. In August 2019 we opened a small distribution center in Shanghai, China that expires in July 2022.

 

European Operations

 

Our European operations maintain their corporate headquarters on the Champs Elysees in Paris France, with leases for various units that expire from March 2022 to September 2026. United States distribution operations for European operations maintain their headquarters in New York City, with a lease that expires in May 2029. A small office is located Singapore for Asia-Pacific distribution by European operations.

 

In January 2021, Interparfums SA signed a purchase contract, subject to certain conditions, to acquire an office building complex for its exclusive use as its future headquarters, located in the heart of Paris. This transaction is expected to be completed in the spring of this year with the move planned for the end of 2021 or the beginning of 2022. Our European operations also maintains a studio and operations departments at a second location in Paris with a lease that expires in May 2024. We are presently negotiating a potential early termination in view of the agreement for the new Paris headquarters.

 

European operations maintain an approximately 333,700 square foot distribution center located in Criquebeuf sur Seine, France, with a seven year term that expires May 2027 and an option to extend the term for an additional two years.

 

Interparfums SA has several agreements for warehousing and distribution services which are renewed on an annual basis. Fees payable are partially calculated based upon a percentage of sales, which is customary in the industry. 

 

We believe our office and warehouse facilities are satisfactory for our present needs and those for the foreseeable future. 

 

Item 3. Legal Proceedings

 

We are not a party to any material lawsuits.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

24

 

  

PART II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

The Market for Our Common Stock

 

Our Company’s common stock, $.001 par value per share, is traded on The Nasdaq Global Select Market under the symbol “IPAR”. The following table sets forth in dollars, the range of high and low closing prices for the past two fiscal years for our common stock.

 

Fiscal 2020   High Closing Price     Low Closing Price  
Fourth Quarter   61.08     36.63  
Third Quarter   49.40     36.46  
Second Quarter   51.68     37.63  
First Quarter   75.00     34.20  

 

Fiscal 2019   High Closing Price     Low Closing Price  
Fourth Quarter   81.40     66.65  
Third Quarter   71.58     62.38  
Second Quarter   77.34     63.53  
First Quarter   80.99     58.50  

 

As of February 10, 2021, the number of record holders, which include brokers and broker nominees, etc., of our common stock was 34. We believe there are approximately 10,600 beneficial owners of our common stock.

 

Corporate Performance Graph

 

The following graph compares the performance for the periods indicated in the graph of our common stock with the performance of the Nasdaq Market Index and the average performance of a group of the Company’s peer corporations consisting of: Avon Products Inc., CCA Industries, Inc., Colgate-Palmolive Co., Estée Lauder Companies, Inc., Inter Parfums, Inc., Kimberly Clark Corp., Natural Health Trends Corp., Procter & Gamble Co., Revlon, Inc., Spectrum Brands Holdings, Inc., Stephan Co., Summer Infant, Inc. and United Guardian, Inc. The graph assumes that the value of the investment in our common stock and each index was $100 at the beginning of the period indicated in the graph, and that all dividends were reinvested.

   

 

 

25

 

 

Below is the list of the data points for each year that corresponds to the lines on the above graph.

 

    12/15   12/16   12/17   12/18   12/19   12/20
Inter Parfums, Inc.   100.00   140.26   189.45   290.48   327.44   274.22
NASDAQ Composite   100.00   108.87   141.13   137.12   187.44   271.64
Peer Group   100.00   104.30   120.74   119.69   162.97   188.69

 

Dividends

 

In October 2019, our Board of Directors authorized a 20% increase in the annual dividend to $1.32 per share on an annual basis. In April 2020, as a result of the uncertainties raised by the COVID-19 pandemic, the Board of Directors authorized a temporary suspension of the annual cash dividend. In February 2021, our Board of Directors authorized a reinstatement of an annual dividend of $1.00, payable quarterly. The next quarterly cash dividend of $0.25 per share is payable on March 31, 2021 to shareholders of record on March 15, 2021.

 

Sales of Unregistered Securities

 

In December 2020, our non-employee directors exercised stock options to purchase an aggregate of 1,500 shares of restricted common stock. These transactions were exempt from the registration requirements of Section 5 of the Securities Act under Sections 4(2) and 4(6) of the Securities Act. Each option holder agreed that, if the option is exercised, the option holder would purchase his or her common stock for investment and not for resale to the public. Also, we provide all option holders with all reports we file with the SEC and press releases issued by us.

 

Item 6. Selected Financial Data

 

The following selected financial data have been derived from our financial statements and should be read in conjunction with those financial statements, including the related footnotes.

 

    Years Ended December 31,  
(In thousands except per share data)   2020     2019     2018     2017     2016  
Income statement data:                                        
Net sales   $ 539,009     $ 713,514     $ 675,574     $ 591,251     $ 521,072  
Cost of sales     208,278       267,578       248,012       214,965       194,601  
Selling, general and administrative expenses     260,648       341,209       332,831       295,540       258,787  
Operating income     70,083       104,727       94,731       78,623       66,678  
Income before taxes     69,349       105,146       95,859       78,065       67,074  
Net income attributable to the noncontrolling interest     11,749       15,821       15,922       13,659       9,917  
Net income attributable to Inter Parfums, Inc.     38,219       60,249       53,793       41,594       33,331  
                                         
Net income attributable to Inter Parfums, Inc. common shareholders per share:                                        
Basic   $ 1.21     $ 1.92     $ 1.72     $ 1.33     $ 1.07  
Diluted   $ 1.21     $ 1.90     $ 1.71     $ 1.33     $ 1.07  
                                         
Weighted average common shares outstanding:                                        
Basic     31,537       31,451       31,308       31,172       31,072  
Diluted     31,655       31,689       31,522       31,305       31,176  
                                         
Depreciation and amortization   $ 9,067     $ 8,729     $ 11,031     $ 11,914     $ 15,341  

  

26

 

 

    As at December 31,  
(In thousands except per share data)   2020     2019     2018     2017     2016  
Balance sheet and other data:                                        
Cash and cash equivalents   $ 169,681     $ 138,417     $ 193,136     $ 208,343     $ 161,828  
Short-term investments     126,627       119,714       67,870       69,899       94,202  
Working capital     444,515       388,831       382,425       382,171       337,977  
Total assets     890,145       828,832       797,829       777,772       682,409  
Short-term bank debt     -0-       -0-       -0-       -0-       -0-  
Long-term debt (including current portion)     24,706       23,060       46,061       60,579       74,562  
Lease liabilities (including current portion)     26,487       29,991       -0-       -0-       -0-  
Inter Parfums, Inc. shareholders’ equity     535,836       468,006       447,607       433,298       370,391  
Dividends declared per share   $ 0.33     $ 1.155     $ 0.905     $ 0.72     $ 0.62  

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Overview

 

We operate in the fragrance business, and manufacture, market and distribute a wide array of fragrances and fragrance related products. We manage our business in two segments, European based operations and United States based operations. Certain prestige fragrance products are produced and marketed by our European operations through our 73% owned subsidiary in Paris, Interparfums SA, which is also a publicly traded company as 27% of Interparfums SA shares trade on the NYSE Euronext.

 

We produce and distribute our European based fragrance products primarily under license agreements with brand owners, and European based fragrance product sales represented approximately 78%, 76% and 80% of net sales for 2020, 2019 and 2018, respectively. We have built a portfolio of prestige brands, which include Boucheron, Coach, Jimmy Choo, Karl Lagerfeld, Kate Spade New York, Lanvin, Moncler, Montblanc, Paul Smith, Repetto, Rochas, S.T. Dupont and Van Cleef & Arpels, whose products are distributed in over 120 countries around the world.

 

Through our United States operations, we also market fragrance and fragrance related products. United States operations represented 22%, 24% and 20% of net sales in 2020, 2019 and 2018, respectively. These fragrance products are sold primarily pursuant to license or other agreements with the owners of the Abercrombie & Fitch, Anna Sui, bebe, Dunhill, French Connection, Graff, GUESS, Hollister, MCM and Oscar de la Renta brands.

 

Substantially all of our prestige fragrance brands are licensed from unaffiliated third parties, and our business is dependent upon the continuation and renewal of such licenses. With respect to the Company’s largest brands, we own the Lanvin brand name for our class of trade and we license the Montblanc, Coach, Jimmy Choo and GUESS brand names. As a percentage of net sales, product sales for the Company’s largest brands were as follows:

 

    Year Ended December 31,  
    2020     2019     2018  
Montblanc     21 %     22 %     19 %
Coach     17 %     14 %     15 %
Jimmy Choo     16 %     16 %     17 %
GUESS (license commenced April 1, 2018)     11 %     10 %     n/a  
Lanvin     7 %     8 %     10 %

 

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Quarterly sales fluctuations are influenced by the timing of new product launches as well as the third and fourth quarter holiday season. In certain markets where we sell directly to retailers, seasonality is more evident. We sell directly to retailers in France as well as through our own distribution subsidiaries in Italy, Spain and the United States.

 

We grow our business in two distinct ways. First, we grow by adding new brands to our portfolio, either through new licenses or other arrangements or out-right acquisitions of brands. Second, we grow through the introduction of new products and by supporting new and established products through advertising, merchandising and sampling as well as by phasing out underperforming products so we can devote greater resources to those products with greater potential. The economics of developing, producing, launching and supporting products influence our sales and operating performance each year. Our introduction of new products may have some cannibalizing effect on sales of existing products, which we take into account in our business planning.

 

Our business is not capital intensive, and it is important to note that we do not own manufacturing facilities. We act as a general contractor and source our needed components from our suppliers. These components are received at one of our distribution centers and then, based upon production needs, the components are sent to one of several third party fillers, which manufacture the finished product for us and then deliver them to one of our distribution centers.

 

As with any global business, many aspects of our operations are subject to influences outside our control. We believe we have a strong brand portfolio with global reach and potential. As part of our strategy, we plan to continue to make investments behind fast-growing markets and channels to grow market share.

 

Our reported net sales are impacted by changes in foreign currency exchange rates. A strong U.S. dollar has a negative impact on our net sales. However, earnings are positively affected by a strong dollar, because over 45% of net sales of our European operations are denominated in U.S. dollars, while almost all costs of our European operations are incurred in euro. Conversely, a weak U.S. dollar has a favorable impact on our net sales while gross margins are negatively affected. We address certain financial exposures through a controlled program of risk management that includes the use of derivative financial instruments and primarily enter into foreign currency forward exchange contracts to reduce the effects of fluctuating foreign currency exchange rates.

 

Impact of COVID-19 Pandemic

 

A novel strain of coronavirus (“COVID-19”) surfaced in late 2019 and has spread around the world, including to the United States and France. In March 2020, the World Health Organization declared COVID-19 a pandemic. The COVID-19 pandemic has disrupted our business operations and caused a significant unfavorable impact on our results of operations.

 

In response to the COVID-19 pandemic various national, state, and local governments where we, our suppliers, and our customers operate initially issued decrees prohibiting certain businesses from continuing to operate and certain classes of workers from reporting to work. More recently, those governments have set guidelines in allowing businesses to reopen and employees to return to offices. Beginning in March 2020, we implemented travel restrictions and we have been following social distancing practices. Our teams were set up to work from home and carry on business as efficiently as possible. In all jurisdictions in which we operate we have been following guidance from authorities and health officials in allowing our teams to gradually return to our offices, including, requiring personnel to wear masks and other protective clothing as appropriate, and implementing additional cleaning and sanitization routines at our offices and distribution centers as the health and safety of our employees are paramount.

 

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The effects of the COVID-19 pandemic on the beauty industry began in early March 2020. Retail store closings, event cancellations and a shutdown of international air travel brought our sales to a virtual standstill. The duration and intensity of this global health emergency and its related disruptions are uncertain. Beginning in June 2020, retail stores in many jurisdictions around the world began reopening and business has improved considerably. However, international travel has remained largely curtailed globally due to both government restrictions and consumer health concerns that continue to adversely impact consumer traffic in most travel retail locations. We anticipate that limited traffic in reopened stores and the virtual shutdown of international air traffic will continue to have an unfavorable impact our business.

 

We faced significant challenges in 2020 and we anticipate that these challenges will continue in 2021 due to uncertain market conditions. Business significantly improved during the second half of 2020, as retail stores began reopening and consumers have increased their on-line purchasing. We expect this trend to continue, however, we do not see a resurgence anytime soon in travel retail as air traffic continues to suffer due in part to governmental restrictions on international air travel. In addition, the recent resurgence and introduction of variants of COVID-19 cases in various parts of the world, including the United States, the United Kingdom and other countries in Europe, South America and Africa, has caused temporary re-implementation of government restrictions to prevent further spread of the virus. These include the temporary closure of businesses deemed non-essential, travel bans and restrictions, social distancing and quarantines. Lastly, the COVID-19 pandemic has led to high levels of unemployment and deteriorating economic conditions in many countries where our products are sold, forcing many consumers to limit discretionary purchases. We believe that the impact of the COVID-19 pandemic will continue to have a material adverse effect on our results of our operations, financial position and cash flows through at least the end of 2021.

 

Operationally, we are prepared for increased demand in the post-COVID-19 environment, with business in Asia, Eastern Europe and North America showing signs of a comeback. We have geared up to rapidly fill the distribution channels as the crisis subsides. In that regard, we have maintained reasonable inventory levels of components and finished goods, and we are gaining local market intelligence from our distributors and production capacity data from our suppliers. We do not anticipate any material impairment of trademarks, licenses and other intangible assets.

 

Our conservative financial tradition has enabled us to amass and maintain hefty cash balances and nominal long-term debt levels when this pandemic began. Nonetheless, we took several actions to minimize expenses and protect cash flow. Our operating cost structure, of which variable costs typically accounts for over two-thirds, has enabled us to minimize the impact of reduced net sales on our bottom line. In that regard, we postponed the launch of several programs originally scheduled for 2020 until 2021 and moved related advertising and promotion expenses to 2021 as well. That includes our planned launches for the Kate Spade New York, Jimmy Choo, Anna Sui and GUESS brands. We also took several actions with an eye toward minimizing fixed expenses. While we did not terminate or furlough any employees, we did institute a hiring freeze and significantly cut bonuses for 2020. We also temporarily suspended our quarterly cash dividend. These actions have had a favorable impact on the Company’s fixed expenditures and cash flow. Furthermore, our cash and credit management teams, together with our executive management teams, paid particular attention to the management of working capital. As a result of the above, we did not experience any short-term liquidity problem or incur any significant credit losses.

 

Recent Important Events

 

Anna Sui Corp.

 

In January 2021, we renewed our license agreement with Anna Sui Corp. for the creation, development and distribution of fragrance products through December 31, 2026, without any material changes in terms and conditions. Our initial 10-year license agreement with Anna Sui Corp. was signed in 2011. The renewal agreement also allows for an additional 5-year term through 2031 at the option of the Company.

 

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Building Acquisition - Future Headquarters in Paris

 

In December 2020, our majority owned Paris-based subsidiary, Interparfums SA, signed a purchase contract, subject to certain conditions, to acquire an office building complex for its exclusive use as its future headquarters located in the heart of Paris. In order to maintain our current cash position, it is expected that approximately 90% of the €125 million ($153 million) purchase price, excluding taxes and related expenses, will be financed by a bank loan. The transaction is expected to be completed in the spring of this year with the move planned for the end of 2021 or the beginning of 2022.

 

This acquisition is a unique opportunity with benefits to be realized over the long-term. Owning our corporate headquarters in a very prestigious part of Paris, and customizing the complex for our European operations, will enhance our reputation, provide an exceptional work environment, as well as a welcoming and productive atmosphere for our suppliers, distributors and licensors.

 

Origines-Parfums

 

In June 2020, the Company through its 73% owned subsidiary, Interparfums SA, and Divabox SAS (“Divabox”), owner of the Origines-parfums e-commerce platform for beauty products, signed a strategic agreement and equity investment pursuant to which we acquired 25% of Divabox capital for $14.0 million, through a capital increase. In connection with the acquisition, the Company entered into a $13.4 million term loan, which has been amended such that the loan was repaid in full in February 2021. As a website of reference for all selective fragrance brands, Origines-parfums is a key French player in the online beauty market recognized for its customer relationship expertise. This agreement should enhance the introduction of dedicated fragrance lines and products designed to address a specific consumer demand for this distribution channel and accelerate our digital development.

 

Moncler

 

In June 2020, the Company entered into an exclusive, 5-year worldwide license agreement with a potential 5-year extension with Moncler for the creation, development and distribution of fragrances under the Moncler brand. Our rights under this license are subject to certain minimum advertising expenditures and royalty payments as are customary in our industry. Moncler was founded at Monestier-de-Clermont, Grenoble, France, in 1952 and is currently headquartered in Italy. Over the years, the brand has combined style with constant technological research assisted by experts in activities linked to the world of the mountain. The Moncler outerwear collections marry the extreme demands of nature with those of city life. Our first fragrance launch for the Moncler brand is scheduled for the first quarter of 2022.

 

S.T. Dupont

 

In January 2021, we renewed our license agreement with S.T. Dupont for the creation, development and distribution of fragrance products through December 31, 2022, without any material changes in terms and conditions. Our initial 11-year license agreement with S.T. Dupont was signed in June 1997 and had previously been extended through December 31, 2020.

 

Discussion of Critical Accounting Policies

 

We make estimates and assumptions in the preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ significantly from those estimates under different assumptions and conditions. We believe the following discussion addresses our most critical accounting policies, which are those that are most important to the portrayal of our financial condition and results of operations. These accounting policies generally require our management’s most difficult and subjective judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Management of the Company has discussed the selection of significant accounting policies and the effect of estimates with the Audit Committee of the Board of Directors.

 

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Sales Returns

 

Generally, we do not permit customers to return their unsold products. However, for U.S. based customers, we allow returns if properly requested, authorized and approved. We regularly review and revise, as deemed necessary, our 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. We record our 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. Returned products are valued based upon their estimated realizable value. 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.

 

Long-Lived Assets

 

We evaluate indefinite-lived intangible assets for impairment at least annually during the fourth quarter, or more frequently when events occur or circumstances change, such as an unexpected decline in sales, that would more likely than not indicate that the carrying value of an indefinite-lived intangible asset may not be recoverable. When testing indefinite-lived intangible assets for impairment, the evaluation requires a comparison of the estimated fair value of the asset to the carrying value of the asset. The fair values used in our evaluations are estimated based upon discounted future cash flow projections using a weighted average cost of capital of 6.99%. The cash flow projections are based upon a number of assumptions, including, future sales levels and future cost of goods and operating expense levels, as well as economic conditions, changes to our business model or changes in consumer acceptance of our products which are more subjective in nature. If the carrying value of an indefinite-lived intangible asset exceeds its fair value, an impairment charge is recorded.

 

We believe that the assumptions we have made in projecting future cash flows for the evaluations described above are reasonable. However, if future actual results do not meet our expectations, we may be required to record an impairment charge, the amount of which could be material to our results of operations.

 

At December 31, 2020 indefinite-lived intangible assets aggregated $132.0 million. The following table presents the impact a change in the following significant assumptions would have had on the calculated fair value in 2020 assuming all other assumptions remained constant:

  

$ in millions   Change     Increase (decrease)
to fair value
 
Weighted average cost of capital     +10 %   $ (11.3 )
Weighted average cost of capital     -10 %   $ 12.5  
Future sales levels     +10 %   $ 15.0  
Future sales levels     -10 %   $ (15.0 )

 

Intangible assets subject to amortization are evaluated for impairment testing whenever events or changes in circumstances indicate that the carrying amount of an amortizable intangible asset may not be recoverable. If impairment indicators exist for an amortizable intangible asset, the undiscounted future cash flows associated with the expected service potential of the asset are compared to the carrying value of the asset. If our projection of undiscounted future cash flows is in excess of the carrying value of the intangible asset, no impairment charge is recorded. If our projection of undiscounted future cash flows is less than the carrying value of the intangible asset, an impairment charge would be recorded to reduce the intangible asset to its fair value. The cash flow projections are based upon a number of assumptions, including future sales levels and future cost of goods and operating expense levels, as well as economic conditions, changes to our business model or changes in consumer acceptance of our products which are more subjective in nature. In those cases where we determine that the useful life of long-lived assets should be shortened, we would amortize the net book value in excess of the salvage value (after testing for impairment as described above), over the revised remaining useful life of such asset thereby increasing amortization expense. We believe that the assumptions we have made in projecting future cash flows for the evaluations described above are reasonable.

 

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In determining the useful life of our Lanvin brand names and trademarks, we applied the provisions of ASC topic 350-30-35-3. The only factor that prevented us from determining that the Lanvin brand names and trademarks were indefinite life intangible assets was Item c. “Any legal, regulatory, or contractual provisions that may limit the useful life.” The existence of a repurchase option in 2025 may limit the useful life of the Lanvin brand names and trademarks to the Company. However, this limitation would only take effect if the repurchase option were to be exercised and the repurchase price was paid. If the repurchase option is not exercised, then the Lanvin brand names and trademarks are expected to continue to contribute directly to the future cash flows of our Company and their useful life would be considered to be indefinite.

 

With respect to the application of ASC topic 350-30-35-8, the Lanvin brand names and trademarks would only have a finite life to our Company if the repurchase option were exercised, and in applying ASC topic 350-30-35-8, we assumed that the repurchase option is exercised. When exercised, Lanvin has an obligation to pay the exercise price and the Company would be required to convey the Lanvin brand names and trademarks back to Lanvin. The exercise price to be received (Residual Value) is well in excess of the carrying value of the Lanvin brand names and trademarks, therefore no amortization is required.

 

Quantitative Analysis

 

During the three-year period ended December 31, 2020, we have not made any material changes in our assumptions underlying these critical accounting policies or to the related significant estimates. The results of our business underlying these assumptions have not differed significantly from our expectations.

 

While we believe the estimates we have made are proper and the related results of operations for the period are presented fairly in all material respects, other assumptions could reasonably be justified that would change the amount of reported net sales, cost of sales, and selling, general and administrative expenses as they relate to the provisions for anticipated sales returns, allowance for doubtful accounts and inventory obsolescence reserves. For 2020, had these estimates been changed simultaneously by 5% in either direction, our reported gross profit would have increased or decreased by approximately $0.5 million and selling, general and administrative expenses would have changed by approximately $0.2 million. The collective impact of these changes on 2020 operating income, net income attributable to Inter Parfums, Inc., and net income attributable to Inter Parfums, Inc. per diluted share would be an increase or decrease of approximately $0.7 million, $0.4 million and $0.01, respectively.

 

Results of Operations

 

Net Sales   Years ended December 31,  
(in millions)   2020     % Change     2019     % Change     2018  
European based product sales   $ 422.9       (22 )%   $ 542.1       1 %   $ 537.6  
United States based product sales     116.1       (32 )%     171.4       24 %     138.0  
Total net sales   $ 539.0       (24 )%   $ 713.5       6 %   $ 675.6  

 

Net sales decreased 24% in 2020 to $539.0 million, as compared to $713.5 million in 2019. At comparable foreign currency exchange rates, net sales decreased 26%. Net sales increased 6% in 2019 to $713.5 million, as compared to $675.6 million in 2018. At comparable foreign currency exchange rates, net sales increased 8%. The average U.S. dollar/euro exchange rates were 1.15 in 2020 and 1.12 in 2019 and 1.18 in 2018.

 

European based product sales decreased 22% in 2020 to $422.9 million, as compared to $542.1 million in 2019. At comparable foreign currency exchange rates, European based product sales decreased 23% in 2020. European based product sales increased 1% in 2019 to $542.1 million, as compared to $537.6 million in 2018. At comparable foreign currency exchange rates, European based product sales increased 4% in 2019.

 

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United States based product sales decreased 32% in 2020 to $116.1 million, as compared to $171.4 million in 2019. United States based product sales increased 24% in 2019 to $171.4 million, as compared to $138.0 million in 2018.

 

As previously mentioned, the effects of the COVID-19 pandemic on the beauty industry began in early March 2020. Retail store closings, event cancellations and a shutdown of international air travel brought our sales to a virtual standstill. However, business began rebounding better than anticipated. Since the early days of the pandemic, our sales have increased sequentially, thanks to store re-openings and a robust e-commerce business being conducted by our retail customers. However, international travel has remained largely curtailed globally due to both government restrictions and consumer health concerns that continue to adversely impact consumer traffic in most travel retail locations.

 

For our European operations, fourth quarter 2020 sales increased 8% over fourth quarter 2019, a significant improvement compared to the third quarter decline of 10% and the second quarter decline of 69%. Although we postponed our planned new product launches for Jimmy Choo and Kate Spade New York from 2020 to 2021, sales benefitted from the favorable turnaround in several of our markets, notably Asia, Middle East and North America. Among our largest brands, comparable full year Montblanc and Jimmy Choo brand sales both declined 27%, which is also understood in the context of the high bars set in 2019 with the rollout of Montblanc’s Explorer and Jimmy Choo’s Urban Hero. Coach brand sales were just 4% below 2019’s as Coach brand sales benefitted from the debut of Coach Dreams earlier in 2020.

 

European based product sales came in as expected in 2019 despite fighting a stronger dollar throughout the year. Our largest brand, Montblanc, grew full year sales by 23% with the excellent performance of the new Montblanc Explorer scent as well as the continued strength of the brand’s Legend fragrance family. In constant dollars, Jimmy Choo brand sales were up slightly. However, due to the strengthening of the dollar, Jimmy Choo brand sales were down nominally in actual dollars. Coach brand sales were also down slightly in 2019 in actual dollars but ahead of 2018 in constant dollars.

 

Our United States based operations also saw a significant improvement in sales as 2020 progressed. After the 75% decline in comparable second quarter 2020 product sales, the decline narrowed to 35% in the third quarter of 2020 and 9% in the fourth quarter of 2020. Although there has been dramatic improvement in our U.S. operations, sales have been hampered by the lack of new product launches this year. Notably, our largest U.S. brand, GUESS, saw its sales decline 18% as its Bella Vita blockbuster launch was rescheduled until 2021. We also postponed the launch of Anna Sui Sky, which together with the virtual shutdown of travel retail in Asia, resulted in a 47% decline in 2020 Anna Sui brand sales.

 

United States based product sales increased 24% in 2019 to $171.4 million, as compared to $138.0 million in 2018. GUESS brand fragrances had an extraordinary year due to the addition of two brand extensions, 1981 Los Angeles and Seductive Noir, the continued popularity of legacy scents, and the success of our international distribution and marketing programs. Also contributing to the top line growth by U.S. operations were Abercrombie & Fitch and Hollister, both of which achieved significant sales growth spurred by the launch of the Authentic fragrance duo for Abercrombie & Fitch, and brand extensions for the Wave and Festival fragrance families for Hollister. Oscar de la Renta fragrance sales rose slightly, supported by legacy scents and our growing Bella fragrance family.

 

We maintain confidence in our future as we plan to strengthen advertising and promotional investments supporting all portfolio brands, accelerate brand development and build upon the strength of our worldwide distribution network. Our 2021 new product pipeline is abundant, with new entrants for our European operations that include women’s scents for the Jimmy Choo, Kate Spade, and Rochas brands. For U.S. operations, we have fragrance duos unveiling for the Abercrombie & Fitch and Hollister brands, and women’s scents debuting for the Anna Sui, GUESS, MCM, and Oscar de la Renta brands, plus broader distribution of Anna Sui Sky throughout Asia is also planned.

 

Lastly, we hope to benefit from our strong financial position to potentially acquire one or more brands, either on a proprietary basis or as a licensee. However, we cannot assure you that any new license or acquisition agreements will be consummated.

 

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Net Sales to Customers by Region

 

   

Years ended December 31,

 
   

2020

   

2019

   

2018

 
    (in millions)  
North America   $ 193.5     $ 235.5     $ 210.5  
Western Europe     147.1       185.5       180.9  
Asia     79.7       110.9       113.4  
Middle East     46.8       72.6       59.3  
Eastern Europe     33.1       55.2       52.8  
Central and South America     32.5       46.2       51.7  
Other     6.3       7.6       7.0  
    $ 539.0     $ 713.5     $ 675.6  

 

The impact of the COVID-19 pandemic broadly impacted all regions in 2020, with the steepest declines in the Middle East and Eastern Europe. Travel retail accounted for much of the decline in the Asian market. This is in contrast to 2019, where virtually all regions registered growth for the year with only Central and South America declining. Asia, which appears to be down slightly in 2019, is actually up in constant dollars. The strongest gains were achieved by the Middle East, North America and Eastern Europe, which increased sales by 22%, 12% and 5%, respectively.

 

Gross Margins

 

   

Years ended December 31,

 
   

2020 

   

2019

   

2018

 
    (in millions)  
Net sales   $ 539.0     $ 713.5     $ 675.6  
Cost of sales     208.3       267.6       248.0  
Gross margin   $ 330.7     $ 445.9     $ 427.6  
Gross margin, as a percent of net sales     61.4 %     62.5 %     63.3 %

 

As a percentage of net sales, gross profit margin was 61.4%, 62.5%, and 63.3% in 2020, 2019 and 2018, respectively. For European based operations, gross profit margin as a percentage of net sales was 64.0%, 65.7% and 66.3% in 2020, 2019 and 2018, respectively. We carefully monitor movements in foreign currency exchange rates as over 45% of our European based operations net sales is denominated in U.S. dollars, while most of our costs are incurred in euro. From a margin standpoint, a strong U.S. dollar has a positive effect on our gross margin while a weak U.S. dollar has a negative effect. The average dollar/euro exchange rate was 1.15 in 2020, as compared to 1.12 in 2019, and the weaker dollar in 2020 resulted in a small decline in our gross margin in 2020. Gross margin in 2020 also includes a charge of approximately $2.0 million relating to the assumption of a return liability for products sold by the former licensee of a brand license entered into in 2019.

 

The stronger dollar in 2019 resulted in a benefit to our gross margin in 2019, however, our new Montblanc Explorer product line has a greater than typical cost of sales, which more than offset the benefit of the stronger dollar.

 

For United States operations, gross profit margin was 51.8%, 52.5% and 51.4% in 2020, 2019 and 2018, respectively. With a decline in sales in 2020, certain expenses such as depreciation of tools and molds together with the distribution of point of sale materials exaggerated the decline in gross margin for the year as a percentage of sales. In 2019, sales growth for our United States operations primarily came from increased sales of higher margin prestige products under licenses.

 

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Costs relating to purchase with purchase and gift with purchase promotions are reflected in cost of sales, and aggregated $26.4 million, $38.9 million and $36.4 million in 2020, 2019 and 2018, respectively, and represented 4.9%, 5.5% and 5.4% of net sales, respectively.

 

Generally, we do not bill customers for shipping and handling costs and such costs, which aggregated $5.0 million, $7.7 million and $7.1 million in 2020, 2019 and 2018, respectively, are included in selling, general and administrative expenses in the consolidated statements of income. As such, our Company’s gross margins may not be comparable to other companies, which may include these expenses as a component of cost of goods sold.

 

Selling, General & Administrative Expenses

 

   

Years ended December 31,

 
    2020     2019     2018  
    (in millions)  
Selling, general & administrative expenses   $ 260.6     $ 341.2     $ 332.8  
Selling, general & administrative expenses as a percent of net sales   48.4 %   47.8 %     49.3 %

 

Selling, general and administrative expenses decreased 23.6% in 2020 as compared to 2019, and increased 2.5% in 2019 as compared to 2018. As a percentage of sales, selling, general and administrative expenses were 48.4%, 47.8% and 49.3% in 2020, 2019 and 2018, respectively. For European operations, selling, general and administrative expenses declined 23.5% in 2020 and 1.0% in 2019, as compared to the corresponding prior year period and represented 49.8%, 50.8% and 51.7% of sales in 2020, 2019 and 2018, respectively. As discussed in more detail below, the fluctuations which are in line with the fluctuations in sales for European operations, are primarily from variations in promotion and advertising expenditures.

 

Our operating cost structure, of which variable costs typically account for over two-thirds, has enabled us to minimize the impact of reduced net sales on our bottom line. Due to the effects of the COVID-19 pandemic, a substantial portion of the reduction in selling, general and administrative expenses in 2020 were attributable to the postponement of advertising and promotional expenses to 2021, as substantially all major new product launches were postponed until 2021. In addition, we also undertook several actions with an eye toward minimizing fixed expenses. While we have maintained a full staff, we had instituted a hiring freeze and significantly cut bonuses for 2020.

 

For United States operations, selling, general and administrative expenses decreased 24.1% in 2020 and increased 20.2 % in 2019, as compared to the corresponding prior year period and represented 43.1%, 38.5% and 39.8% of sales in 2020, 2019 and 2018, respectively. Our U.S. operations are significantly smaller than those of our European operations and carry higher fixed costs that could not be leveraged as efficiently as those of our European operations with the decline in net sales. The 2019 increase, which is in line with the increase in sales, and is the result of royalties and promotional and advertising expenses required under our license agreements.

 

Promotion and advertising included in selling, general and administrative expenses aggregated $91.7 million, $144.6 million and $139.7 million in 2020, 2019 and 2018, respectively. Promotion and advertising as a percentage of sales represented 17.0%, 20.3% and 20.7% of net sales in 2020, 2019 and 2018, respectively. Although promotion and advertising programs were cut in 2020 in response to market conditions, we plan to continue to invest heavily in promotional spending to support new product launches and to build brand awareness. We anticipated that on a full year basis, promotion and advertising expenditure will aggregate approximately 21% of 2021 net sales, which is in line with historical averages.

 

Royalty expense included in selling, general and administrative expenses aggregated $41.1 million, $53.0 million and $48.9 million in 2020, 2019 and 2018, respectively. Royalty expense as a percentage of sales represented 7.6%, 7.4% and 7.2% of net sales in 2020, 2019 and 2018, respectively. The increase in 2020 and 2019, as a percentage of sales, is directly related to new licenses and increased royalty based product sales. As a result of the COVID-19 pandemic we reached agreements with most of our licensors to waive or significantly reduce minimum guaranteed royalties for 2020.

 

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Service fees, which are fees paid within our European operations to third parties relating to the activities of our distribution subsidiaries, aggregated $6.8 million, $7.5 million and $9.7 million in 2020, 2019 and 2018, respectively. The 2020 decline is the result of lower sales volume and the 2019 decrease is the result of the discontinuation of certain European distribution subsidiaries, and a return to a third party distribution model in those territories.

 

Income from Operations

 

As a result of the above analysis regarding net sales, gross profit margins and selling, general and administrative expenses, income from operations decreased 33.1% to $70.1 million in 2020 as compared to $104.7 million in 2019, which was an increase of 10.6% from $94.7 million in 2018. Operating margins aggregated 13.0%, 14.7% and 14.0% for the years ended December 31, 2020, 2019 and 2018, respectively. Strong cost controls in 2020 enabled us to minimize the impact of the sudden drop in sales resulting from the COVID-19 pandemic. In 2019, small fluctuations in gross margin were mitigated by small fluctuations in selling, general and administrative expenses.

 

Other Income and Expenses

 

Interest expense aggregated $2.0 million, $2.1 million and $2.6 million in 2020, 2019 and 2018, respectively. Interest expense is primarily related to the financing of brand and licensing acquisitions. We use the credit lines available to us, as needed, to finance our working capital needs as well as our financing needs for acquisitions. Long-term debt including current maturities aggregated $24.7 million, $23.1 million and $46.1 million as of December 31, 2020, 2019 and 2018, respectively.

 

Foreign currency losses aggregated $2.2 million, $1.1 million and $0.3 million in 2020, 2019 and 2018, respectively. We typically enter into foreign currency forward exchange contracts to manage exposure related to receivables from unaffiliated third parties denominated in a foreign currency and occasionally to manage risks related to future sales expected to be denominated in a foreign currency. Over 45% of 2020 net sales of our European operations were denominated in U.S. dollars. The weaker U.S. dollar in the fourth quarter of 2020 accounted for the loss on foreign currency as receivables denominated in dollars were revalued to year end rates.

 

Interest income aggregated $2.9 million, $3.7 million and $4.0 million in 2020, 2019 and 2018, respectively. Cash and cash equivalents and short-term investments are primarily invested in certificates of deposit with varying maturities.

 

Other income, which aggregated $0.5 million, represents our share of the income of Divabox for the year ended December 31, 2020.

 

Income Taxes

 

In December 2017, the U.S. government passed the Tax Cuts and Jobs Act (“the Tax Act”). The Tax Act made broad and complex changes to the U.S. tax code, including, but not limited to reducing the U.S. federal corporate tax rate from 35% to 21% beginning in 2018, and requiring companies to pay a one-time transition tax on certain unremitted earnings of foreign subsidiaries.

 

The Tax Act also established new tax laws that took effect in 2018, including, but not limited to: (i) the reduction of the U.S. federal corporate tax rate discussed above; (ii) a general elimination of U.S. federal income taxes on dividends from foreign subsidiaries; (iii) a provision designed to tax global intangible low-taxed income (“GILTI”); and (iv) a provision that allows a domestic corporation an immediate deduction for a portion of its foreign derived intangible income (“FDII”).

 

The Company estimated of the effect of GILTI and has determined that it has no tax liability related to GILTI as of December 31, 2020, 2019 and 2018. The Company also estimated the effect of FDII and recorded a tax benefit of $0.3 million, $0.9 million and $0.6 million as of December 31, 2020, 2019 and 2018, respectively.

 

Our effective income tax rate was 28.0%, 27.7% and 27.3% in 2020, 2019 and 2018, respectively.

 

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The French authorities are considering that the existence of IP Suisse, a wholly-owned subsidiary of Interparfums SA, does not, in and of itself, constitute a permanent establishment and therefore Interparfums, SA should pay French taxes on all or part of the profits of that entity. The French Tax Authority notified the Company that IP Suisse will be the subject of a tax audit covering the period January 1, 2010 through December 31, 2018. No claim or assessment for any taxes or penalties has been made at this time. The Company disagrees and is prepared to vigorously defend its position. Consequently, no provision has been made in the accompanying financial statements as we believe it is more likely than not that our position will be sustained based on its technical merits. Although we believe that we have sufficient arguments to support our position, there exists a risk that the French authorities may prevail. The Company’s exposure in connection with this matter is approximately $5.8 million, net of recovery taxes already paid to the Swiss authorities, and excluding interest.

 

In addition, pursuant to an action plan released by the French Prime Minister, the French corporate income tax rate is expected to be cut from approximately 33% to 25% over a three-year period which began in 2020. Due to economic and political conditions, tax rates in the U.S. and various foreign jurisdictions have been and may be subject to significant change. Other than as discussed above, we did not experience any significant changes in tax rates, and none were expected in jurisdictions where we operate.

 

Net Income and Earnings per Share

 

    Year ended December 31,  
    2020     2019     2018  
    (In thousands except share and per share data)  
Net income attributable to European operations   $ 41,814     $ 56,343     $ 56,469  
Net income attributable to United States operations     8,154       19,727       13,246  
Net income     49,968       76,070       69,715  
Less: Net income attributable to the noncontrolling interest     11,749       15,821       15,922  
Net income attributable to Inter Parfums, Inc.   $ 38,219     $ 60,249     $ 53,793  
                         
Net income attributable to Inter Parfums, Inc. common shareholders:                        
Basic   $ 1.21     $ 1.92     $ 1.72  
Diluted     1.21       1.90       1.71  
                         
Weighted average number of shares outstanding:                        
Basic     31,536,659       31,451,093       31,307,991  
Diluted     31,654,544       31,688,700       31,522,371  

 

Net income aggregated $50.0 million, $76.1 million and $69.7 million in 2020, 2019 and 2018, respectively. Net income attributable to European operations was $41.8 million, $56.3 million and $56.5 million in 2020, 2019 and 2018, respectively, while net income attributable to United States operations was $8.2 million, $19.7 million and $13.2 million in 2020, 2019 and 2018, respectively. The fluctuations in net income for both European operations and United States operations are directly related to the previous discussions relating to changes in sales, gross profit margins, selling, general and administrative expenses, most of which, in 2020, was caused by the effects of the COVID-19 pandemic.

 

The noncontrolling interest arises primarily from our 73% owned subsidiary in Paris, Interparfums SA, which is also a publicly traded company as 27% of Interparfums SA shares trade on the NYSE Euronext. Net income attributable to the noncontrolling interest is related to the profitability of our European operations, and aggregated 28.1% of European operations net income in 2020 and 2019 and 28.2% and 2018. Net income attributable to Inter Parfums, Inc. aggregated $38.2 million, $60.2 million and $53.8 million in 2020, 2019 and 2018, respectively. Net margins attributable to Inter Parfums, Inc. aggregated 7.1%, 8.4% and 8.0% in 2020, 2019 and 2018, respectively.

 

37

 

 

Liquidity and Capital Resources

 

Our conservative financial tradition has enabled us to amass significant cash balances and nominal long-term debt. As of December 31, 2020, we had $296 million in cash, cash equivalents and short-term investments, most of which is held in euro by our European operations and is readily convertible into U.S. dollars. We have not had any liquidity issues to date, and do not expect any liquidity issues relating to such cash and cash equivalents and short-term investments. As of December 31, 2020, long-term debt aggregated only $10.1 million and we also have $51 million available in untapped credit facilities. Nonetheless, in response to the COVID-19 pandemic, we have taken several actions to minimize expenses and protect cash flow. As discussed above, our operating cost structure, of which variable costs in a typical year account for over two-thirds, has enabled us to minimize the impact of reduced net sales on our bottom line. In that regard, we have postponed the launch of several programs originally scheduled for this year until 2021 and moved related advertising and promotion programs to 2021 as well. We have also taken several actions with an eye toward minimizing fixed expenses. While we did not terminate or furlough any employees, we did institute a hiring freeze and significantly cut bonuses for 2020. In 2020, we also temporarily suspended our quarterly cash dividend. These actions have had a favorable impact on the Company’s fixed expenditures and cash flow. Furthermore, our cash and credit management teams together with our executive management teams paid particular attention to the management of working capital. As a result of the above, we have not experienced any short-term liquidity problems.

 

At December 31, 2020, working capital aggregated $445 million, and we had a working capital ratio of over 3.8 to 1. Approximately 86% of the Company’s total assets are held by European operations including approximately $190 million of trademarks, licenses and other intangible assets.

 

The Company hopes to continue to benefit from its strong financial position to potentially acquire one or more brands, either on a proprietary basis or as a licensee. Opportunities for external growth continue to be examined, with the priority of maintaining the quality and homogeneous nature of our portfolio. However, we cannot assure you that any new license or acquisition agreements will be consummated.

 

Cash provided by operating activities aggregated $65.0 million, $76.5 million, and $63.0 million in 2020, 2019 and 2018, respectively. In 2020, working capital items used $1.9 million in cash from operating activities, as compared to $11.7 million in 2019 and $20.9 million in 2018. We anticipated significant challenges in 2020 due to uncertain market conditions promulgated by the COVID-19 pandemic. Since March 2020, retail stores in several jurisdictions around the world began reopening and business is rebounding better than expected. Although, from a cash flow perspective, accounts receivable is down approximately 10% from that of the prior year, day’s sales outstanding increased to 86 days in 2020, as compared to 69 days and 71 days in 2019 and 2018, respectively. In addition to a decline in net sales, the COVID-19 pandemic put tremendous pressure on many of our customers throughout 2020. We worked closely with our customers and extended payment terms as necessary. However, we did not incur any material losses in connection with the collection of accounts receivable. Although inventories also declined approximately 12% from that of the prior year, the decline in sales and the postponement of certain new product launches had a significant effect on inventory days on hand, which grew to 277 days in 2020, as compared to 224 days in 2019 and 223 days in 2018, respectively. With the upturn in sales in the second half of 2020 expected to continue into 2021 and our aggressive product launch schedule for 2021, we believe our inventory levels are needed to support net sales expectations.

 

Cash flows used in investing activities reflect the purchase and sales of short-term investments. These investments are primarily certificates of deposit and other contracts with maturities greater than three months. At December 31, 2020, approximately $60 million of certificates of deposit contain penalties where we would forfeit a portion of the interest earned in the event of early withdrawal.

 

Our business is not capital intensive as we do not own any manufacturing facilities. On a full year basis, we spent approximately $3.8 million on capital expenditures including tools and molds needed to support our new product development calendar. Capital expenditures also include amounts for office fixtures, computer equipment and industrial equipment needed at our distribution centers.

 

38

 

 

In December 2020, our majority owned Paris-based subsidiary, Interparfums SA, signed a purchase contract, subject to certain conditions, to acquire an office building complex for its exclusive use as its future headquarters located in the heart of Paris. In order to maintain our current cash position, it is expected that approximately 90% of the €125 million ($153 million) purchase price, excluding taxes and related expenses, will be financed by a bank loan. The transaction is expected to be completed in the spring of this year with the move planned for the end of 2021 or the beginning of 2022. A €6.25 million ($7.7 million) deposit was paid upon signing the purchase contract.

 

In June 2020, the Company and Divabox, owner of the Origines-parfums e-commerce platform for beauty products, signed a strategic agreement and equity investment pursuant to which we acquired 25% of Divabox capital for $14 million through a capital increase. In connection with the acquisition, the Company entered into a $13.4 million term loan, which has been amended such that the loan was repaid in full in February 2021.

 

Payments for licenses, trademarks and other intangible assets primarily represent upfront entry fees incurred in connection with new license agreements.

 

Our short-term financing requirements are expected to be met by available cash on hand at December 31, 2020, cash generated by operations and short-term credit lines provided by domestic and foreign banks. The principal credit facilities for 2021 consist of a $20.0 million unsecured revolving line of credit provided by a domestic commercial bank and approximately $30.7 million in credit lines provided by a consortium of international financial institutions. There were no balances due from short-term borrowings as of December 31, 2020 and 2019.

 

Purchase of subsidiary shares from noncontrolling interest primarily represents the purchase of treasury shares of Interparfums SA, which are expected to be issued to Interparfums SA employees pursuant to its Free Share Plan.

 

In October 2018, our Board authorized a 31% increase in the annual dividend to $1.10 per share and in October 2019, our Board authorized a further 20% increase in the annual dividend to $1.32 per share. In April 2020, as a result of the uncertainties raised by the COVID-19 pandemic, the Board of Directors authorized a temporary suspension of the quarterly cash dividend. In February 2021, our Board of Directors authorized a reinstatement of an annual dividend of $1.00, payable quarterly. The next quarterly cash dividend of $0.25 per share is payable on March 31, 2021 to shareholders of record on March 15, 2021. Dividends paid, including dividends paid once per year to noncontrolling stockholders of Interparfums SA, aggregated $21.1 million, $44.2 million and $35.0 million for the years ended December 31, 2020, 2019 and 2018, respectively. The cash dividends to be paid in 2021 are not expected to have any significant impact on our financial position.

 

We believe that funds provided by or used in operations can be supplemented by our present cash position and available credit facilities, so that they will provide us with sufficient resources to meet all present and reasonably foreseeable future operating needs.

 

Inflation rates in the U.S. and foreign countries in which we operate did not have a significant impact on operating results for the year ended December 31, 2020.

 

Contractual Obligations

 

The following table summarizes our contractual obligations over the periods indicated, as well as our total contractual obligations ($ in thousands):

 

    Payments due by period  
Contractual Obligations   Total     Less than 1 year     Years 2-3     Years 4-5     More than 5 years  
Long-Term Debt   $ 24,706     $ 14,569     $ 2,142     $ 2,142     $ 5,853  
Lease Liabilities   $ 26,487     $ 5,568     $ 9,186     $ 6,856     $ 4,877  
Purchase Obligations(1)   $ 1,398,964     $ 165,506     $ 330,849     $ 316,267     $ 586,342  
Total   $ 1,450,157     $ 185,643     $ 342,177     $ 325,265     $ 597,072  

  

 

(1) Consists of purchase commitments for advertising and promotional items, minimum royalty guarantees, including fixed or minimum obligations, and estimates of such obligations subject to variable price provisions. Future advertising commitments were estimated based on planned future sales for the license terms that were in effect at December 31, 2020, without consideration for potential renewal periods and do not reflect the fact that our distributors share our advertising obligations.

 

39

 

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

 

General

 

We address certain financial exposures through a controlled program of risk management that primarily consists of the use of derivative financial instruments. We primarily enter into foreign currency forward exchange contracts in order to reduce the effects of fluctuating foreign currency exchange rates. We do not engage in the trading of foreign currency forward exchange contracts or interest rate swaps.

 

Foreign Exchange Risk Management

 

We periodically enter into foreign currency forward exchange contracts to hedge exposure related to receivables denominated in a foreign currency and to manage risks related to future sales expected to be denominated in a currency other than our functional currency. We enter into these exchange contracts for periods consistent with our identified exposures. The purpose of the hedging activities is to minimize the effect of foreign exchange rate movements on the receivables and cash flows of Interparfums SA, whose functional currency is the euro. All foreign currency contracts are denominated in currencies of major industrial countries and are with large financial institutions, which are rated as strong investment grade.

 

All derivative instruments are required to be reflected as either assets or liabilities in the balance sheet measured at fair value. Generally, increases or decreases in fair value of derivative instruments will be recognized as gains or losses in earnings in the period of change. If the derivative is designated and qualifies as a cash flow hedge, then the changes in fair value of the derivative instrument will be recorded in other comprehensive income.

 

Before entering into a derivative transaction for hedging purposes, we determine that the change in the value of the derivative will effectively offset the change in the fair value of the hedged item from a movement in foreign currency rates. Then, we measure the effectiveness of each hedge throughout the hedged period. Any hedge ineffectiveness is recognized in the income statement.

 

As of December 31, 2020, we had foreign currency contracts in the form of forward exchange contracts with notional amounts of approximately U.S. $22.4 million and GB £1.9 million which all have maturities of less than one year. We believe that our risk of loss as the result of nonperformance by any of such financial institutions is remote.

 

Interest Rate Risk Management

 

We mitigate interest rate risk by monitoring interest rates, and then determining whether fixed interest rates should be swapped for floating rate debt, or if floating rate debt should be swapped for fixed rate debt.

 

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Item 8. Financial Statements and Supplementary Data

 

The required financial statements commence on page F-1.

 

Supplementary Data

 

Quarterly Data (Unaudited)

For the Year Ended December 31, 2020

(In Thousands Except Per Share Data)

 

    1st Quarter     2nd Quarter     3rd Quarter     4th Quarter     Full Year  
Net sales   $ 144,824     $ 49,506     $ 160,637     $ 184,042     $ 539,009  
Gross margin     89,041       26,844       97,198       117,648       330,731  
Net income (loss)     13,299       (2,983 )     21,852       17,800       49,968  
Net income attributable to Inter Parfums, Inc.     10,059       (3,118 )     16,538       14,740       38,219  
                                         
Net income attributable to Inter Parfums, Inc. per share:                                        
Basic   $ 0.32     $ (0.10 )   $ 0.52     $ 0.47     $ 1.21  
Diluted   $ 0.32     $ (0.10 )   $ 0.52     $ 0.47     $ 1.21  
                                         
Weighted average common shares outstanding:                                        
Basic     31,530       31,532       31,533       31,552       31,537  
Diluted     31,708       31,532       31,619       31,666       31,655  

  

Quarterly Data (Unaudited)

For the Year Ended December 31, 2019

(In Thousands Except Per Share Data)

 

    1st Quarter     2nd Quarter     3rd Quarter     4th Quarter     Full Year  
Net sales   $ 178,242     $ 166,242     $ 191,227     $ 177,803     $ 713,514  
Gross margin     109,841       106,974       114,437       114,684       445,936  
Net income     24,978       15,600       26,658       8,834       76,070  
Net income attributable to Inter Parfums, Inc.     18,894       12,318       20,848       8,189       60,249  
                                         
Net income attributable to Inter Parfums, Inc. per share:                                        
Basic   $ 0.60     $ 0.39     $ 0.66     $ 0.26     $ 1.92  
Diluted   $ 0.60     $ 0.39     $ 0.66     $ 0.26     $ 1.90  
                                         
Weighted average common shares outstanding:                                        
Basic     31,431       31,449       31,452       31,473       31,451  
Diluted     31,679       31,687       31,676       31,713       31,689  

 

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

None.

 

Item 9A. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Our Chief Executive Officer and Chief Financial Officer have reviewed and evaluated the effectiveness of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rule 13a-15(e)) as of the end of the period covered by this annual report on Form 10-K (the “Evaluation Date”). Based on their review and evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of the Evaluation Date, our Company’s disclosure controls and procedures were effective.

 

Management’s Annual Report on Internal Control over Financial Reporting

 

The management of Inter Parfums, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13(a)-15(f) under the Securities Exchange Act of 1934. With the participation of the Chief Executive Officer and the Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal Control – Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, 2019.

 

Our independent auditor, Mazars USA LLP, a registered public accounting firm, has issued its report on its audit of our internal control over financial reporting. This report appears on page F-2.

 

Changes in Internal Control Over Financial Reporting

 

There has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934) that occurred during the fourth quarter of 2020 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

Item 9B. Other Information.

 

None.

 

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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 Inter Parfums, Inc. and Director General of Interparfums SA
Philippe Benacin   Vice Chairman of the Board, President of Inter Parfums, Inc. and Chief Executive Officer of Interparfums SA
Russell Greenberg   Director, Executive Vice President and Chief Financial Officer
Philippe Santi   Director, Executive Vice President and Chief Financial Officer, Interparfums SA
François Heilbronn   Director
Robert Bensoussan   Director
Patrick Choël   Director
Michel Dyens   Director
Veronique Gabai-Pinsky   Director
Gilbert Harrison   Director
Frederic Garcia-Pelayo   Executive Vice President and Chief Operating Officer of Interparfums SA

 

Our directors will serve until the next annual meeting of stockholders and thereafter until their successors shall have been elected and qualified. Messrs. Jean Madar and Philippe Benacin have a verbal agreement or understanding to vote their shares and the shares of their respective holding companies in a like manner.

 

With the exception of Mr. Benacin, the officers are elected annually by the directors and serve at the discretion of the board of directors. There are no family relationships between executive officers or directors of our Company.

 

Board of Directors

 

Our board of directors has the responsibility for establishing broad corporate policies and for the overall performance of our Company. Although certain directors are not involved in day-to-day operating details, members of the board of directors are kept informed of our business by various reports and documents made available to them. Our board of directors held 20 meetings (or executed consents in lieu thereof), including meetings of committees of the full board of directors during 2020, and all of the directors attended at least 75% of the meetings (or executed consents in lieu thereof) of the full board of directors and committees of which they were a member. Our board of directors presently consists of ten (10) directors.

 

We have adopted a Code of Business Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, as well as other persons performing similar functions, and we agree to provide to any person without charge, upon request, a copy of our Code of Business Conduct. Any person who requests a copy of our Code of Business Conduct should provide their name and address in writing to: Inter Parfums, Inc., 551 Fifth Avenue, New York, NY 10176, Att.: Shareholder Relations. In addition, our Code of Conduct is also maintained on our website, at www.interparfumsinc.com.

 

During 2020, our board of directors had the following standing committees:

 

  Audit Committee – The Audit Committee has the sole authority and is directly responsible for, the appointment, compensation and oversight of the work of the independent accountants employed by our company which prepare or issue audit reports for our company. During 2020, this committee consisted of Messrs. Heilbronn and Choël, and Ms. Gabai-Pinsky. The charter of the Audit Committee is posted on our company’s website.

 

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The Company does not have an “audit committee financial expert” within the definition of the applicable Securities and Exchange Commission rules. Finding qualified nominees to serve as a director of a public company without substantial financial resources has been challenging. In addition, despite the applicable Securities and Exchange Commission rule which states that being named as the audit committee financial expert does not impose any greater duty, obligation or liability, our company has been met with resistance from both present and former directors to being named as such, primarily due to potential additional personal liability. However, as the result of the background, education and experience of the members of the Audit Committee, our board of directors believes that such committee members are fully qualified to fulfill their obligations as members of the Audit Committee.

 

  Executive Compensation and Stock Option Committee – The Executive Compensation and Stock Option Committee oversees the compensation of our company’s executives and administers our company’s stock option plans. During 2020, this committee consisted of Messrs. Heilbronn and Choël, and Ms. Gabai-Pinsky. The charter of the Executive Compensation and Stock Option Committee is posted on our company’s website.

 

  Nominating Committee – During 2020, this committee consisted of Messrs. Heilbronn and Choël, and Ms. Gabai-Pinsky. The purpose of the Nominating Committee is to determine and recommend qualified persons to the Board of Directors who will be put forth as management’s slate of directors for vote of the Corporation’s stockholders, as well as to fill vacancies in the Board of Directors. The charter of the Nominating Committee is posted on our company’s website.

 

In January 2018 our board of directors adopted a board diversity policy, which provides that the selection of candidates for appointment to our board will be based on an overriding emphasis on merit, but the Nominating Committee will seek to fill board vacancies by considering candidates that bring a diversity of background and industry or related expertise to our board. The Nominating Committee is to consider an appropriate level of diversity having regard for factors such as skills, business and other experience, education, gender, age, ethnicity and geographic location. A copy of the board diversity policy is posted on our company’s website.

 

Business Experience

 

The following sets forth biographical information as to the business experience of each executive officer and director of our company for at least the past five years.

 

Jean Madar

 

Jean Madar, age 60, a Director, has been the Chairman of the Board since our company’s inception, and is a co-founder of our company with Mr. Philippe Benacin. From inception until December 1993 he was the President of our company; in January 1994, he became Director General of Interparfums SA, our company’s subsidiary; and in January 1997, he became Chief Executive Officer of our company. Mr. Madar was previously the managing director of Interparfums SA, from September 1983 until June 1985. At such subsidiary, he had the responsibility of overseeing the marketing operations of its foreign distribution, including market research analysis and actual marketing campaigns. Mr. Madar graduated from The French University for Economic and Commercial Sciences (ESSEC) in 1983. We believe that Mr. Madar’s skills in guiding, leading and determining the strategic direction of our company since its inception together with Mr. Benacin, in addition to his contacts in the fragrance and cosmetic industry, render him qualified to serve as a member of our board of directors.

 

Philippe Benacin

 

Mr. Benacin, age 62, a Director, is President of our Company and the Chief Executive Officer of Interparfums SA, has been the Vice Chairman of the Board since September 1991, and is a co-founder of our company with Mr. Madar. He was elected the Executive Vice President in September 1991, Senior Vice President in April 1993, and President of the Company in January 1994. In addition, he has been the Chief Executive Officer of Interparfums SA for more than the past five years. Mr. Benacin graduated from The French University for Economic and Commercial Sciences (ESSEC) in 1983. In June 2014 Mr. Benacin was elected as a member of the Supervisory Board of Vivendi, and Chairman of its Corporate Governance, Nominations and Remuneration Committee. We believe that Mr. Benacin’s skills in guiding, leading and determining the strategic direction of our company since its inception together with Mr. Madar, in addition to his contacts in the fragrance and cosmetic industry, render him qualified to serve as a member of our board of directors.

 

44

 

 

Russell Greenberg

 

Mr. Greenberg, age 64, the Chief Financial Officer, was Vice-President, Finance when he joined the Company in June 1992; became Executive Vice President in April 1993; and was appointed to our board of directors in February 1995. He is a certified public accountant licensed in the State of New York, and is a member of the American Institute of Certified Public Accountants and the New York State Society of Certified Public Accountants. After graduating from The Ohio State University in 1980, he was employed in public accounting until he joined our company in June 1992. We believe that Mr. Greenberg’s skills in accounting and tax, as well as his knowledge of the fragrance industry and our Company’s operations, render him qualified to serve as a member of our board of directors.

 

Philippe Santi

 

Philippe Santi, age 59 and a Director since December 1999, is the Executive Vice President and Chief Financial Officer of Interparfums SA. Mr. Santi, who is a Certified Accountant and Statutory Auditor in France, has been the Chief Financial Officer of Interparfums SA since February 1995. Prior to February 1995, Mr. Santi was the Chief Financial Officer for Stryker France and an Audit Manager for Ernst and Young. We believe that Mr. Santi’s skills in accounting and tax, as well as his knowledge of the fragrance industry and our Company’s European operations, render him qualified to serve as a member of our board of directors.

 

Francois Heilbronn

 

Mr. Heilbronn, age 60 a Director since 1988, an independent director and a member of the Audit Committee, Nominating Committee and the Executive Compensation and Stock Option Committee, is a graduate of Harvard Business School with a Master of Business Administration degree and is currently the managing partner of the consulting firm of M.M. Friedrich, Heilbronn & Fiszer. He was formerly employed by The Boston Consulting Group, Inc. from 1988 through 1992 as a manager. Mr. Heilbronn graduated from Institut d’ Etudes Politiques de Paris in June 1983. From 1984 to 1986, he worked as a financial analyst for Lazard Freres & Co. In addition, during 2009, Mr. Heilbronn became an Associate Professor in Business Strategy at Sciences Po, Paris, France. As the result of his business and financial acumen, as well as his experience as managing partner of a business consulting firm in the area of mergers and acquisitions of large international companies in retail, consumer goods and consumer services throughout the world, we believe Mr. Heilbronn is qualified to serve as a member of our board of directors.

 

Robert Bensoussan

 

Robert Bensoussan, age 63, has been a Director since March 1997, and is also an independent director. Mr. Bensoussan is the founder of Sirius Equity Consultants, a retail and branded luxury goods Investment Company. To date, Mr. Bensoussan remains as an investor in feelunique.com, Europe’s largest online beauty retailer. C.A.R.O.L, the AI driven fitness equipment, Hapy Sweet Bee Ltd, natural health food products, Eaglemoss Ltd, UK part-works publisher and Patchwork, a Parisian co-working company.

 

He was previously Chairman of Camaïeu, the French retail conglomerate, a board member of Celio International, the French retail conglomerate and Vivarte representing the GLG hedge fund. In the latter part of 2019, Mr. Bensoussan resigned after 6 years as the only non-North American board member of lululemon athletica Inc.

 

He continues to remain a Director of feelunique.com since his appointment in December 2012. He is also a member of the Advisory Board of Pictet Bank Premium Brands Fund and sits on the board of Pronovias, the worldwide leader of wedding dresses owned by BC Partners.

 

Previously Mr. Bensoussan was as director of, and had an indirect ownership interest J. Choo Limited until July 2011, and CEO from 2001 to 2007, and was a member of the Board of Jimmy Choo Ltd, a privately held luxury shoe wholesaler and retailer, from 2001 to 2011.

 

We believe Mr. Bensoussan is qualified to serve as a member of our board of directors due to his business and financial acumen, as well as his experience in the retail and branded luxury goods market.

 

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Patrick Choël

 

Mr. Choël, age 77, was appointed to the board of directors in June 2006 as an independent director, and is a member of the Audit Committee, Nominating Committee and the Executive Compensation and Stock Option Committee. Mr. Choël is a director of our majority-owned subsidiary, Interparfums SA, a publicly held company, and Christian Dior and Guerlain, both privately held companies. He is also the manager of Université 82, a business consultant and advisor. For approximately 10 years, through March 2004, Mr. Choël was the President and CEO of two divisions of LVMH Moet Hennessy Louis Vuitton S.A., first Parfums Christian Dior, a leading world-wide prestige beauty/fragrances business, and later, the LVMH Perfumes and Cosmetics Division, which included such well-known brands as Parfums Christian Dior, Guerlain, and Parfums Givenchy, among others. Prior to such time, for approximately 30 years, he held various executive positions at Unilever, including President and CEO of Elida Fabergé France and President and CEO of Chesebrough Pond’s USA. Because of this experience, especially in the prestige beauty business, we believe that Mr. Choël is qualified to serve as a member of our board of directors.

 

Michel Dyens

 

Michel Dyens, age 81 and an independent director, is the Founder, Chairman and Chief Executive Officer of Michel Dyens & Co., which he founded over 25 years ago. With headquarters in New York and Paris, Michel Dyens & Co. is a leading independent investment banking firm focused on mergers and acquisitions. Michel Dyens & Co. has vast experience in luxury goods, beauty, spirits and other premium branded consumer goods in which it has concluded numerous landmark deals. Michel Dyens & Co. has advised in such deals as the sale of the Grey Goose ultra-premium vodka brand to Bacardi, the acquisition of the luxury Swiss watchmaker Hublot by LVMH, the sale of the Harry Winston to Aber Diamond Corporation and Boucheron to Kering. Michel Dyens & Co. represented the owners of Liaigre, the luxury furniture brand, in the sale to Symphony International and Navis Capital, and Casa Dragones, the ultra-premium tequila, in the sale to BDT Partners (Byron Trott).

 

Michel Dyens & Co. was the exclusive advisor to Creed in the sale of the ultra-luxury fragrance company Creed BlackRock Long Term Private Capital, and represented Mr. ChinWook Lee, the founder and CEO of Dr. Jart+, in the sale of Have & Be Co. Ltd. to The Estée Lauder Companies. Michel Dyens & Co. also advised the owner of the ultra-luxury fragrance brand By Kilian, in the sale to Estée Lauder. Michel Dyens & Co. advised the shareholders of the largest independent hair color and hair care company in Brazil, Niely Cosmeticos in the sale of the company to L’Oréal, as well as the owner of the super-premium liqueur St-Germain in the sale of the brand to Bacardi, the Colomer Group (American Crew and CND/Shellac brands) in its sale to Revlon, and Sidney Frank Importing Company in the sale of the company to Jaegermeister. Other transactions include the sale of the Essie cosmetics business to L’Oréal, the sale of TIGI (BedHead and Catwalk brands) to Unilever, the luxury hair care brand Christophe Robin to The Hut Group, the thinning hair brand NIOXIN Research Laboratories to Procter & Gamble, John Frieda Professional Hair Care and Molton Brown to the Kao Corporation, the Svedka vodka brand to Constellation Brands and Chambord liqueur to Brown-Forman.

 

From April 2004 to September 2014, Mr. Dyens was an independent director of Interparfums SA. We believe Mr. Dyens is qualified to serve as a member of our board of directors thanks to his knowledge of our company’s luxury business, his business and financial acumen, as well as his experience in the luxury goods market.

 

Veronique Gabai-Pinsky

 

Ms. Gabai-Pinsky, age 55, was elected for the first time to our board in September 2017. She became a director of Interparfums SA in April 2017. She is currently operating a startup specialty fragrance business. She was President of Vera Wang Group from January 2016 through June 2018, after a year of consulting with the company and she oversaw all product categories and markets. Prior to joining Vera Wang, from 2006 to December 2014 Ms. Gabai-Pinsky was the Global President for Aramis and Designers Fragrances as well as Beauty Bank and Idea Bank at the Estée Lauder Companies, reporting to the Chief Executive Officer of such company. During her tenure, Ms. Gabai-Pinsky developed and ensured the growth of several beauty and skin care brands, including Lab Series for Men. She was highly instrumental in the evolution of the fragrance category for such company, as she improved its overall business model, globally grew brands such as Donna Karan and Michael Kors, evolved and harmonized the portfolio, divested dilutive brands and brought in Tory Burch, Zegna and Marni under licenses. She ultimately actively participated in the acquisitions of Le Labo, Frederic Malle, and By Kilian and assisted in the transformation of the long-term strategic direction of such company.

 

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In the earlier years of her career, Ms. Gabai-Pinsky served as Vice President of Marketing and Communication for Guerlain, a division of LVMH Moet Hennessy Louis Vuitton S.A., where she led the successful re-launch of Shalimar, the introduction of Aqua Allegoria, and contributed to the re-focus of the beauty category around its pillars, Terracotta, Meteorites and Issima, while redesigning all communication strategies and content. She started her career at L’Oréal, and was also Vice President of Marketing for Giorgio Armani, where she was instrumental in the overall development of its fragrance business by developing the successful Acqua di Gio for men and introducing the Emporio Armani franchise. A graduate from ESSEC Business School in Paris, France, she has received several awards, including Marketer of the Year by Women’s Wear Daily in December 2013.

 

Ms. Gabai-Pinksy is an independent director, and is a member of the Audit Committee, Executive Compensation and Stock Option Committee and the Nominating Committee of our company. We believe Ms. Gabi-Pinsky is qualified to serve as a member of our board of directors due to her more than 25 years of experience in the luxury, fashion, beauty and fragrance fields, success as a brand builder, creative thinker, business acumen, and a broad understanding of consumers, brands and business models.

 

Gilbert Harrison

 

Mr. Harrison, age 80, an independent director, was appointed to our board in April 2018. Mr. Harrison has more than 50 years of experience in corporate finance and strategic transactions, specializing in the consumer products space. He began his career in 1965 practicing corporate and securities law in New York and Philadelphia. In 1971 he founded Financo, which he grew to become one of the leading independent middle market transaction firms in the country. In 1985, Financo was acquired by Lehman Brothers, where the firm’s primary efforts were focused on increasing its expertise in retail, apparel and other merchandising transactions of all types. At Lehman, Mr. Harrison was Chairman of the Merchandising Group and on the firm’s Investment Banking Operating Committee while continuing as Chairman of Financo, which was renamed the Middle Market Group of Lehman. In 1989, he re-acquired Financo from Lehman, re-establishing Financo as one of the leading investment banking firms handling transactions and providing strategic advice in connection with merchandising companies. Mr. Harrison retired as Chairman of Financo in December of 2017, after which he formed the Harrison Group, a firm that provides consulting and financial advisory services to merchandising and products companies.

 

Mr. Harrison’s other activities include his membership on the Advisory Council of the World Retail Congress, Shoptalk and the Financial Times Business of Luxury Summit. Additionally, he has created a course on mergers and acquisitions at The Wharton School and has published various articles and academic studies on the state of retailing and mergers and acquisitions, including a chapter in the book entitled, “The Mergers and Acquisitions Handbook.” Mr. Harrison lectures throughout the country, including chairing seminars for Retail Week as well as for the International Council of Shopping Centers, the National Retail Federation, Young President’s Center, The Wharton Aresty Institute of Executive Education and The President’s Association of the American Management Association. He also appears frequently on Bloomberg TV and CNBC as an expert on retail and apparel.

 

Mr. Harrison received a Bachelor of Science in Economics from The Wharton School of The University of Pennsylvania in 1962 and his Juris Doctor from The University of Pennsylvania Law School in 1965. He is also Chairman of the Fashion Division of UJA, Treasurer and a Board member of the Southampton Hospital, Director of the Peggy Guggenheim Collection, and former Board member of the Wharton School of the University of Pennsylvania. We believe Mr. Harrison is qualified to serve as a member of our board of directors due to his tremendous depth and breadth of knowledge about the merchandising and consumer industry, and he has a long track record of facilitating value creating transactions for companies in this sector.

 

Frederic Garcia-Pelayo

 

Frederic Garcia-Pelayo, age 60, has been with Interparfums SA for more than the past 20 years. He is currently the Executive Vice President and Chief Operating Officer of Interparfums SA, and was previously the Director of its Luxury and Fashion division beginning in March 2005. He was also previously the Director of Marketing and Distribution for Perfume and Cosmetics and was first named Executive Vice President in 2004.

 

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Section 16(a) Beneficial Ownership Reporting Compliance

 

Based solely upon a review of Forms 3, 4 and 5 and any amendments to such forms furnished to us, and written representations from various reporting persons furnished to us, we are not aware of any reporting person who has failed to file the reports required to be filed under Section 16(a) of the Securities Exchange Act of 1934 on a timely basis.

 

Item 11. Executive Compensation

 

Compensation Discussion and Analysis

 

General

 

The executive compensation and stock option committee of our board of directors is comprised entirely of independent directors and oversees all elements of compensation (base salary, annual bonus, long-term incentives and perquisites) of our company’s executive officers and administers our company’s stock option plans, other than the non-employee directors stock option plan, which is self-executing.

 

The objectives of our compensation program are designed to strike a balance between offering sufficient compensation to either retain existing or attract new executives on the one hand, and maintaining compensation at reasonable levels on the other hand. We do not have the resources comparable to the cosmetic giants in our industry, and, accordingly, cannot afford to pay excessive executive compensation. In furtherance of these objectives, our executive compensation packages generally include a base salary, as well as annual incentives tied to individual performance and long-term incentives tied to our operating performance.

 

Mr. Madar, the Chairman and Chief Executive Officer, takes the initiative after discussions with Mr. Russell Greenberg, Executive Vice President, Chief Financial Officer and a Director, and recommends executive compensation levels for executives for United States operations. Mr. Benacin, the Chief Executive Officer of Interparfums SA, takes the initiative after discussions with Philippe Santi, the Chief Financial Officer of Interparfums SA, and recommends executive compensation levels for executives for European operations. The recommendations are presented to the compensation committee for its consideration, and the compensation committee makes a final determination regarding salary adjustments and annual award amounts to executives, including Jean Madar and Philippe Benacin. Messrs. Madar and Benacin are not present during deliberations or determination of their executive compensation by the compensation committee. Further, Messrs. Madar and Benacin, in addition to being executive officers and directors, are our largest beneficial shareholders, and therefore, their interests are aligned with our shareholder base in keeping executive compensation at a reasonable level.

 

The compensation committee was pleased that the most recent shareholder advisory vote on executive compensation held at our last annual meeting of shareholders in October 2020 overwhelmingly approved the compensation policies and decisions of the compensation committee. The compensation committee has determined to continue its present compensation policies in order to determine similar future decisions.

 

Our compensation committee believes that individual executive compensation is at a level comparable with executives in other companies of similar size and stage of development that operate in the fragrance industry, and takes into account our company’s performance as well as our own strategic goals. Further, the compensation committee believes that its present policies to date, with its emphasis on rewarding performance, has served to focus the efforts of our executives, which in turn has permitted our company to weather economic and political turmoil in certain parts of the world and keep our company on track for continued profitability, which management believes will result in enhanced shareholder value.

 

During 2020, the members of such committee consisted of Messrs. Heilbronn and Choël, and Ms. Gabai-Pinsky.

 

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Elements of Compensation

 

General

 

The compensation of our executive officers is generally comprised of base salaries, including a fee paid to the holding companies of each of Messrs. Madar and Benacin, annual cash bonuses and long-term equity incentive awards. In determining specific components of compensation, the compensation committee considers individual performance, level of responsibility, skills and experience, other compensation awards or arrangements and overall company performance. The compensation committee reviews and approves all elements of compensation for all of our executive officers taking into consideration recommendations from the Chief Executive Officer of our company and the Chief Executive Officer of Interparfums SA, as well as information regarding compensation levels at competitors in our industry.

 

Our named executive officers have all been with the company for more than the past ten (10) years, with Messrs. Madar and Benacin being founders of the company in 1985. As Messrs. Madar and Greenberg for United States operations, and Benacin and Santi for European operations, are most familiar with the individual performance, level of responsibility, skills and experience of each executive officer in their respective operating segments, the compensation committee relies upon the information provided by such executive officers in determining individual performance, level of responsibility, skills and experience of each executive officer.

 

The compensation committee views the competitive marketplace very broadly, which would include executive officers from both public and privately held companies in general, including fashion and beauty companies, but not limited to the peer companies contained in the corporate performance graph contained in our annual report. Generally, rather than tie the compensation committee’s determination of compensation proposals to any specific peer companies, the members of our committee have used their business experience, judgment and knowledge to review the executive compensation proposals recommended to them by Mr. Madar for United States operations and Mr. Benacin for European operations. As such, as a general rule the compensation committee did not determine the need to “benchmark” of any material item of compensation or overall compensation. However, in connection with the salary increase to Mr. Madar that occurred in February 2020 surveys of both peer companies and companies with comparable market capitalizations were used by the compensation committee as one of the factors in reaching such determination.

 

The members of the compensation committee have extensive experience and business acumen and are well qualified in determining the appropriateness of executive compensation levels. Mr. Heilbronn is a managing partner of a business consulting firm in the area of mergers and acquisitions of large international companies in retail, consumer goods and consumer services throughout the world. Mr. Choël is presently a business consultant and advisor, who previously worked as President and Chief Executive Officer of two divisions of LVMH Moet Hennessy Louis Vuitton S.A., which included such well-known brands as Parfums Christian Dior, Guerlain, and Parfums Givenchy. Mr. Choël has also been President and CEO of both Elida Fabergé France and Chesebrough Pond’s USA. Ms. Gabai-Pinsky, the final committee member, has executive experience as the former President of Vera Wang Group, as well as the Global President for Aramis and Designers Fragrances in addition to Beauty Bank and Idea Bank at the Estée Lauder Companies.

 

Base Salary

 

Base salaries for executive officers are initially determined by evaluating the responsibilities of the position held and the experience of the individual, and by reference to the competitive marketplace for executive talent. Base salaries for executive officers are reviewed on an annual basis, and adjustments are determined by evaluating our operating performance, the performance of each executive officer, as well as whether the nature of the responsibilities of the executive has changed.

 

As stated above, as Messrs. Madar and Greenberg for United States operations, and Benacin and Santi for European operations, are most familiar with the individual performance, level of responsibility, skills and experience of each executive officer in their respective segments, the committee relies upon the information provided by such executive officers in determining individual performance, level of responsibility, skills and experience of each executive officer.

 

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For executive officers of United States operations, the bulk of their annual compensation is in base salary including a fee paid to the holding company for Mr. Madar for services rendered outside the United States. However, for executive officers of European operations base salary comprises a smaller percentage of overall compensation. We have paid a lower percentage of overall compensation in the form of base salary to executive officers of European operations for several years, principally because European operations historically have had higher profitability than United States operations, and European operations are run differently from United States operations by the Chief Executive Officer of European operations, Mr. Benacin. As the result of this historically higher profitability, European operations have had the ability to pay higher bonus compensation in addition to base salary. As bonus compensation is and has historically been discretionary, no targets were set in order to maintain flexibility. Further, if results of operations for European operations were not satisfactory (again, no target amounts were set to maintain flexibility), then bonus compensation, as well as overall compensation could be lowered without otherwise affecting base salary. Finally, by keeping annual bonus compensation at a higher percentage of overall compensation and base salary at a lower percentage, our company benefits because the base amount for annual salary adjustments would be smaller.

 

Covid-19 Impact

 

It is important to note that 2020 salary increases and 2019 bonus compensation awards were determined prior to the full impact the global Covid-19 pandemic, the imposition of worldwide governmental lockdowns, and the resultant negative impact on the Company’s operations. During the balance of the pandemic and related impacts through December 31, 2020, no employees were terminated or furloughed from United States operations. Interparfums SA did avail itself of a small French government plan for unemployment insurance for its employees. For 2020, there were no reductions or deferrals in salaries of any executive officers or employees.

 

For 2020, Mr. Benacin received a modest increase in base salary of $14,000 to $789,000, which is comparable to the modest increase in base salary of $13,000 in 2019, but less than an increase in base salary of $28,000 in 2018. Mr. Benacin’s base salary includes $250,000 paid by the Company’s United States operations to Mr. Benacin’s holding company for each of the past three years, in accordance with the consulting agreement with Mr. Benacin’s holding company, which provides for review on an annual basis of the amount of compensation payable to such company.

 

The compensation committee considered the following salient factors in authorizing payment to Mr. Benacin’s holding company— services rendered to United States operations for several years by Mr. Benacin in connection with licensing and distribution of international brands, as well as future services to be performed by Mr. Benacin internationally relating to licensing and distribution of international brands for United States operations.

 

As Mr. Benacin values the services of two named executive officers of Interparfums SA, Mr. Philippe Santi, Executive Vice President and the Chief Financial Officer, and Mr. Frederic Garcia-Pelayo, Executive Vice President and Chief Operating Officer, equally, their base salaries, as well as their bonus compensation discussed below, have been in lockstep. For 2020, each of Messrs. Santi and Garcia-Pelayo received an increase in base salary of $14,000 to $470,000. Each of Messrs. Santi and Garcia-Pelayo had received an increase of $13,000, $28,000 in 2019 and 2018, respectively. These increases were awarded primarily to reward these two executive officers for their contributions in European Operations achieving increases in both the sales and earnings. The compensation committee considered the recommendations of Mr. Benacin, results of operations for the year, as well as the services performed for European operations by Messrs. Santi and Garcia-Pelayo in authorizing these salary levels.

 

A different approach is taken for United States operations as that segment is smaller and less profitable. A more significant base salary is paid in order to attract and retain employees with the skills and talents needed to run the operation with a lesser emphasis placed on bonuses. Neither of the executive officers for United States operations have employment agreements (although Mr. Madar’s personal holding company has a consulting agreement that provides for review on an annual basis of the amount of compensation payable to such company), as we believe that having flexibility in structuring annual base salary is a benefit, which permits us to act quickly to meet a changing economic environment.

 

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For each of 2019 and 2018, Mr. Madar’s base salary, including cash compensation paid to his personal holding company, remained steady and aggregated $630,000. Cash compensation paid to Mr. Madar’s personal holding company in each year was in exchange for services rendered outside of the United States by Mr. Madar in his capacity as Chief Executive Officer. For 2018, as the result of Mr. Madar spending more time outside of the United States, we changed the allocation of cash compensation paid to Mr. Madar personally and to his personal holding company, but not the aggregate amount. The amount of salary paid to Mr. Madar for his services in the United States in 2018 was reduced $380,000 to $160,000, while payments to his holding company were increased by the like amount from $250,000 to $470,000. Therefore, through 2019 total cash compensation for Mr. Madar to be paid to him and his personal holding company remained unchanged at $630,000.

 

As previously reported, from 2013 until 2019 the annual aggregate base salary paid to Mr. Madar individually and fees paid to his holding company remained unchanged at $630,000, which was substantially below the amounts indicated by two surveys of chief executive officer salaries for 2019 (collectively the “CEO Salary Surveys”). The CEO Salary Surveys indicated that the annual and median average CEO salaries for peer companies (excluding the Madar salary) were $2,854,656 and $1,540,000, respectively, and $2,604,346 and $1,750,000 for comparable market capitalization companies, respectively. In recognition of the efforts of Mr. Madar and his holding company as one of the prime causes for our substantial increase in net sales and net income, as well as market capitalization from 2014 through 2019, thus substantially increasing shareholder value, on February 4, 2020 the Committees jointly authorized the aggregate annual increase in Mr. Madar’s base salary by $600,000 to $1.23 million effective as of January 1, 2020. The allocation was made as requested so that the annual base salary for Jean Madar individually was $285,000, and the fees to Jean Madar Holding SAS were $945,000, effective as of January 1, 2020.

 

Russell Greenberg, the Executive Vice President and Chief Financial Officer, has received the same $30,000 increase in base salary for 2020, 2019 and 2018, and for 2020 his base salary was $720,000. In connection with these increases in salary, the Compensation Committee considered the following material factors in granting Mr. Greenberg his salary increases: his individual performance, level of responsibility, skill and experience, as well as the recommendation of the Chief Executive Officer.

 

Bonus Compensation/Annual Incentives

 

As discussed above, we have paid a higher percentage of overall compensation in the form of bonus compensation to executive officers of European operations for several years, principally because European operations historically have had higher profitability than United States operations. As the result of this historically higher profitability, European operations have had the ability to pay higher bonus compensation in addition to base salary. As bonus compensation is discretionary, no targets were set in order to maintain flexibility. Further, if results of operations for European operations were not satisfactory (again, no target amounts were set to maintain flexibility), then bonus compensation, as well as overall compensation could be lowered without otherwise affecting base salary. Individual performance, level of responsibility, skill and experience, were the salient factors considered by the Compensation Committee in awarding bonus compensation described below.

 

For 2020 Mr. Benacin, the chief decision maker for European operations, proposed and the compensation committee concurred in the payment of discretionary bonus compensation of $131,000. For his performance in 2019 and 2018, Mr. Benacin was paid discretionary bonus compensation of $110,000 and $112,000, respectively. The discretionary bonus compensation for Mr. Benacin has been approximately 17%, of his base salary in 2020 and approximately 14% in both 2019 and 2018. In addition, bonus compensation for Messrs. Santi and Garcia-Pelayo have remained in lockstep, and each was awarded a discretionary bonus of $296,000, $324,000 and $331,000 in 2020, 2019 and 2018, or approximately 63%, 73% and 73%, of their base salaries for services performed in 2020, 2019 and 2018, respectively.

 

A different approach is taken for United States operations as that segment is smaller and less profitable. As discussed above, a more significant base salary is paid in order to attract and retain employees with the skills and talents needed to run United States operations with a lesser emphasis placed on bonuses. Based upon the recommendation of the Chief Executive Officer, Mr. Greenberg was paid a discretionary bonus of $35,000 in 2020 and $50,000 in 2019 and 2018. The Compensation Committee considered the following material factors in granting Mr. Greenberg his bonuses: his individual performance, level of responsibility, skill and experience, as well as the recommendation of the Chief Executive Officer.

 

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Mr. Madar, the Chief Executive Officer has not received any cash bonus in the past three years.

 

As required by French law, Interparfums SA maintains its own profit sharing plan for all French employees who have completed three months of service, including executive officers of our European operations other than Mr. Benacin, the Chief Executive Officer of Interparfums SA. Benefits are calculated based upon a percentage of taxable income of Interparfums SA and allocated to employees based upon salary. The maximum amount payable per year per employee is approximately $38,000.

 

Calculation of the total annual benefits contribution is made according to the following formula:

 

67% of (Interparfums SA net income, less 2.5% of shareholders equity without net income for the year) times a fraction, the numerator of which is wages, and the denominator of which is net income before tax + wages + taxes (other than income tax) + valuation allowances + amortization expenses + interest expenses.

 

Contribution to individual employees is then made pro rata based upon their individual salaries for the year.

 

Long-Term Incentives

 

Stock Options. We link long-term incentives with corporate performance through the grant of stock options. All options are granted with an exercise price equal to the fair market value of the underlying shares of our common stock on the date of grant, and terminate on or shortly after severance of the executive’s relationship with us. Unless the market price of our common stock increases, corporate executives will have no tangible benefit. Thus, they are provided with the additional incentive to increase individual performance with the ultimate goal of increasing our overall performance. We believe that enhanced executive incentives which result in increased corporate performance tend to build company loyalty. As a general rule, the number of options granted is determined by several factors including individual performance, company operating results and past option grants to such executives.

 

For executive officers of United States operations and European operations, we typically grant nonqualified stock options in December each year with a term of 6 years that vest ratably over a 5-year period on a cumulative basis, so that the option will become fully exercisable at the beginning of the sixth year from the date of grant. However, due to the global pandemic and its impact on operations, no options were granted in 2020 to either employees of United States operations or European operations.

 

Interparfums SA Stock Compensation Plans

 

2019 Plan – In December 2018, Interparfums SA approved a plan to grant an aggregate of 26,600 shares of its stock to employees with no performance condition requirement, and an aggregate of 133,000 shares to officers and managers, subject to certain corporate performance conditions. The shares, subject to adjustment for stock splits, will be distributed in June 2022. Under this plan in June 2022, Mr. Benacin, Madar, Garcia Pelayo and Santi are estimated to receive 4,000 shares each, with Mr. Greenberg estimated to receive the equivalent of 1,000 of such shares, all subject to adjustment for stock splits.

 

In March 2020, due to the potential impact on future net sales and operating results resulting from the COVID-19 pandemic, the estimated number of shares to be distributed, after forfeited shares, was reduced from 142,571 to 82,162. As the Company had already purchased shares in contemplation of the higher anticipated distribution, shares purchased in excess of the reduced anticipated distribution were transferred to treasury shares at the Interparfums SA level.

 

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The fair value of the grant had been determined based on the quoted stock price of Interparfums SA shares as reported by the NYSE Euronext on the date of grant. The original cost of the grant was approximately $4.4 million, and the March 2020 revaluation resulted in a reduction of the cost, to approximately $2.5 million. As a result, a $0.3 million reduction of cost, net, was recorded for the three months ended March 31, 2020.

 

In June 2020, the performance conditions were modified effecting 96 employees. As of December 31, 2020, the number of shares to be distributed, after forfeited shares, increased to 132,032. The increase in shares anticipated to be distributed were transferred from treasury shares at the Interparfums SA level. The modification resulted in a revised cost of the grant to approximately $3.8 million. Messrs. Benacin, Madar, Garcia Pelayo and Santi are estimated to receive 4,000 shares each,

 

An incentive plan was established by Interparfums SA for certain employees of Interparfums Luxury Brands, Inc. (“IPLB”), Interparfums Singapore (“IP Singapore”) and Inter Parfums, Inc. The proposed incentive plan would not provide shares but rather, would give a cash payment or bonus (“incentive” or “award”) that mirrors the shares that Interparfums SA employees will receive. An aggregate of 42,140 “phantom” shares have been awarded with Mr. Greenberg being awarded 1,000 of such “phantom” shares, all subject to adjustment for stock splits.

 

Stock Appreciation Rights

 

Our stock option plans authorize us to grant stock appreciation rights, or SARs. A SAR represents a right to receive the appreciation in value, if any, of our common stock over the base value of the SAR. To date, we have not granted any SARs under our plans. While the compensation committee currently does not plan to grant any SARs under our plans, it may choose to do so in the future as part of a review of the executive compensation strategy.

 

Restricted Stock

 

We have not in the past, and we do not have any future plans to grant restricted stock to our executive officers. However, while the compensation committee currently does not plan to authorize any restricted stock plans, the compensation committee may choose to do so in the future as part of a review of the executive compensation strategy. Our French operating subsidiary, Interparfums, SA, however, has instituted its 2019 Stock Compensation Plans as discussed above.

 

Other Compensation

 

For 2020, Mr. Benacin received an automobile allowance of $12,500, which is the same amount paid in since 2010. For 2019 Mr. Garcia-Pelayo, Executive Vice President and Chief Operating Officer of Interparfums SA, received an automobile allowance of $9,000.

 

No Stock Ownership Guidelines

 

We do not require any minimum level of stock ownership by any of our executive officers. As stated above, Messrs. Madar and Benacin, are our largest beneficial shareholders, which aligns their interests with our shareholder base in keeping executive compensation at a reasonable level.

 

Retirement and Pension Plans

 

We maintain a 401(k) plan for United States operations. However, we do not match any contributions to such plan, as we have determined that base compensation together with annual bonuses and stock option awards, are sufficient incentives to retain talented employees. Our European operations maintain a pension plan for its employees as required by French law. For each of 2020. 2019 and 2018, each of Messrs. Benacin, Santi and Garcia-Pelayo received an increase of $17,500, $16,789 and $20,646, respectively, in their value of deferred compensation earnings.

 

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Compensation Committee Report

 

We have reviewed and discussed with management the Compensation Discussion and Analysis provisions to be included in this Annual Report on Form 10-K for fiscal year ended December 31, 2020 and the proxy statement for the upcoming annual meeting of shareholders. Based on this review and discussion, we recommend to the board of directors that the Compensation Discussion and Analysis referred to above be included in this Annual Report on Form 10-K as well as the proxy statement for the upcoming annual meeting of shareholders.

 

Francois Heilbronn

Patrick Choël and

Veronique Gabai-Pinsky

 

The following table sets forth a summary of all compensation awarded to, earned by or paid to our “named executive officers,” who are our principal executive officer, our principal financial officer, and each of the three most highly compensated executive officers of our company. This table covers all such compensation during fiscal years ended December 31, 2020, December 31, 2019 and December 31, 2018. For all compensation related matters disclosed in the summary compensation table, and elsewhere where applicable, all amounts paid in euro have been converted to U.S. dollars at the average rate of exchange in each year.

 

SUMMARY COMPENSATION TABLE  
Name and Principal Position   Year     Salary
($)
    Bonus
($)
    Stock Awards
($)
    Option Awards
($)(1)
    Non-Equity Incentive Plan Compensation
($)(2)
    Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)
    All Other Compensation
($)(3)
    Total
($)
 
Jean Madar,   2020       1,230,000       -0-       -0-       -0-       -0-       -0-       -0-       1,230,000  
Chairman and   2019       630,000       -0-       138,320       353,092       -0-       -0-       -0-       1,121,412  
Chief Executive Officer   2018       630,000       -0-       -0-       364,638       -0-       -0-       -0-       994,638  
                                                                       
Russell Greenberg,   2020       720,000       35,000       -0-       -0-       -0-       -0-       -0-       755,000  
Chief Financial Officer and   2019       690,000       50,000       34,580       353,092       -0-       -0-       -0-       1,127,672  
Executive Vice President   2018       660,000       50,000       -0-       364,638       -0-       -0-       -0-       1,074,638  
                                                                       
Philippe Benacin, President Inter   2020       788,808       130,673       -0-       -0-       -0-       17,500       12,434       949,415  
Parfums, Inc., Chief Executive   2019       760,583       109,731       138,320       353,092       -0-       16,789       12,093       1,390,608  
Officer of Interparfums SA   2018       774,408       112,205       -0-       364,638       -0-       20,646       12,756       1,284,653  
                                                                       
Philippe Santi, Executive Vice   2020       469,730       295,596       -0-       -0-       -0-       17,500       -0-       782,826  
President and Chief Financial   2019       443,401       323,593       138,320       141,237       34,028       16,789       -0-       1,097,368  
Officer, Interparfums SA   2018       453,542       330,708       -0-       189,082       33,130       20,646       -0-       1,027,108  
                                                                       
Frédéric Garcia-Pelayo,   2020       469,730       295,596       -0-       -0-       -0-       17,500       8,980       791,806  
Executive Vice President and   2019       443,401       323,593       138,320       141,237       34,028       16,789       8,734       1,106,102  
Chief Operating Officer Interparfums SA   2018       453,542       330,708       -0-       189,082       33,130       20,646       9,213       1,036,321  

 

 

1 Amounts reflected under Option Awards represent the grant date fair values in 2020, 2019 and 2018 based on the fair value of stock option awards using a Black-Scholes option pricing model. The assumptions used in this model are detailed in Footnote 13 to the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2020 and filed with the SEC.

 

2 As required by French law, Interparfums SA maintains its own profit sharing plan for all French employees who have completed three months of service, including executive officers of our European operations other than Mr. Benacin, the Chief Executive Officer of Interparfums SA Benefits are calculated based upon a percentage of taxable income of Interparfums SA and are allocated to employees based upon salary. The maximum amount payable per year is approximately $38,000.

 

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Calculation of total annual benefits contribution is made according to the following formula:

 

67% of (Interparfums SA net income, less 2.5% of shareholders equity without net income for the year) times a fraction, the numerator of which is wages, and the denominator of which is net income before tax + wages + taxes (other than income tax) + valuation allowances + amortization expenses + interest expenses.

 

Contribution to individual employees is then made pro rata based upon their individual salaries for the year.

 

3 The following table identifies (i) perquisites and other personal benefits provided to our named executive officers in fiscal 2020, and quantifies those required by SEC rules to be quantified and (ii) all other compensation that is required by SEC rules to be separately identified and quantified.

 

Name and Principal Position   Perquisites and other Personal Benefits
($)
    Personal Automobile Expense
($)
    Lodging Expense
($)
    Total
($)
 
Jean Madar, Chairman
Chief Executive Officer
    -0-       -0-       -0-       -0-  
                                 
Russell Greenberg, Chief Financial
Officer and Executive Vice
President
    -0-       -0-       -0-       -0-  
                                 
Philippe Benacin, President of Inter
Parfums, Inc. and Chief Executive
Officer of Interparfums SA
    -0-       12,434       -0-       12,434  
                                 
Philippe Santi,
Executive Vice President and Chief
Financial Officer, Interparfums SA
    -0-       -0-       -0-       -0-  
                               
Frédéric Garcia-Pelayo,
Executive Vice President and
Chief Operating Officer,
Interparfums SA
    -0-       8,980       -0-       8,980  

 

Plan Based Awards

 

No stock options were granted to the executive officers of our company listed in the Summary Compensation Table during the past fiscal year.

  

Interparfums SA Stock Compensation Plan.

 

No options were granted by Interparfums SA to the executive officers of our company listed in the Summary Compensation Table during the past fiscal year.

 

Interparfums SA Profit Sharing Plan

 

Also as discussed above and required by French law, Inter Parfums, SA maintains its own profit sharing plan for all French employees who have completed three months of service, including executive officers of our European operations other than Mr. Benacin, the Chief Executive Officer of Inter Parfums, SA. Benefits are calculated based upon a percentage of taxable income of Interparfums SA and allocated to employees based upon salary. The maximum amount payable per year per employee is approximately $38,000.

 

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Outstanding Equity Awards at Fiscal Year-End

 

The following table sets forth certain information relating to outstanding equity awards of our Company held by the executive officers listed in the Summary Compensation Table as of December 31, 2020.

 

    Option Awards  
Name  

Number of Securities Underlying Unexercised Options (#) Exercisable(1)

    Number of Securities Underlying Unexercised Options (#) Unexercisable     Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)     Option Exercise Price ($)     Option Expiration Date  
Jean Madar     19,000       -0-       -0-       23.605     12/30/21  
      15,200       3,800       -0-       32.825     12/30/22  
      15,000 (2)     10,000 (2)     -0-       43.80     12/29/23  
      10,000 (2)     15,000 (2)     -0-       65.25     12/30/24  
      5,000 (2)     20,000 (2)     -0-       73.09     12/30/25  
                                       
Russell Greenberg     25,000       -0-       -0-       23.605     12/30/21  
      20,000       5,000       -0-       32.825     12/30/22  
      15,000       10,000       -0-       43.80     12/29/23  
      10,000       15,000       -0-       65.25     12/30/24  
      5,000       20,000       -0-       73.09     12/30/25  
                                       
Philippe Benacin     19,000       -0-       -0-       23.605     12/30/21  
      15,200       3,800       -0-       32.825     12/30/22  
      15,000 (2)     10,000 (2)     -0-       43.80     12/29/23  
      10,000 (2)     15,000 (2)     -0-       65.25     12/30/24  
      5,000 (2)     20,000 (2)     -0-       73.09     12/30/25  
                                       
Philippe Santi     400       -0-       -0-       25.821     1/27/2021  
      2,400       -0-       -0-       23.605     12/30/21  
      2,400       1,200       -0-       32.825     12/30/22  
      2,400       2,400       -0-       43.80     12/29/23  
      1,600       2,400       -0-       46.903     1/18/24  
      4,000       6,000       -0-       65.25     12/30/24  
      2,000       8,000       -0-       73.09     12/30/25  
                                       
Frédéric Garcia-Pelayo     400       -0-       -0-       25.821     1/27/2021  
      2,400       -0-       -0-       23.605     12/30/21  
      2,400       1,200       -0-       32.825     12/30/22  
      2,400       2,400       -0-       43.80     12/29/23  
      1,600       2,400       -0-       46.903     1/18/24  
      4,000       6,000       -0-       65.25     12/30/24  
      2,000       8,000       -0-       73.09     12/30/25  

 

[Footnotes from table above]

 

1 All options expire 6 years from the date of grant, and vest 20% each year commencing one year after the date of grant.
2 Options are held in the name of personal holding company.

 

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The following table sets certain information relating to outstanding equity awards granted by Interparfums SA, our majority-owned French subsidiary which has its shares traded on the NYSE Euronext, held by the executive officers of our company listed in the Summary Compensation Table as of the end of the past fiscal year.

 

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OF INTERPARFUMS SA

 

    Option Awards   Stock Awards  
Name   Number of Securities Underlying Unexercised Options (#) Exercisable)     Number of Securities Underlying Unexercised Options (#) Unexercisable     Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)     Option Exercise Price ($)     Option Expiration Date   Number of Shares or Units of Stock that Have Not Vested (#)(1)     Market Value of Shares or Units of Stock that Have Not Vested ($)     Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)     Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested($)  
Jean Madar     -0-       -0-       -0-       -0-     N/A     -0-       -0-       -0-     NA  
                                                                   
Russell Greenberg     -0-       -0-       -0-       -0-     N/A     -0-       -0-       -0-     NA  
                                                                   
Philippe Benacin     -0-       -0-       -0-       -0-     N/A     4,840       255,087       -0-     NA  
                                                                   
Philippe Santi     -0-       -0-       -0-       -0-     N/A     4,840       255,087       -0-     NA  
                                                                   
Frédéric Garcia-Pelayo     -0-       -0-       -0-       -0-     N/A     4,840       255,087       -0-     NA  

 

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Option Exercises and Stock Vested

 

The following table sets forth certain information relating to each option exercise affected during the past fiscal year, and each vesting of stock, including restricted stock, restricted stock units and similar instruments of our company during the past fiscal year, for the executive officers of our company listed in the Summary Compensation Table.

 

OPTION EXERCISES AND STOCK VESTED

 

    Option Awards     Stock Awards  
Name   Number of Shares Acquired on Exercise (#)    

Value Realized on Exercise ($)1

    Number of Shares Acquired on Vesting (#)     Value Realized On Vesting ($)  
Jean Madar     19,000       575,246       0       0  
                                 
Russell Greenberg     25,000       712,333       0       0  
                                 
Philippe Benacin     19,000       545,251       0       0  
                                 
Philippe Santi     1,000       31,308       0       0  
                                 
Frédéric Garcia-Pelayo     1,000       30,858       0       0  

 

[Footnotes from table above]

 
1 Total value realized on exercise of options in dollars is based upon the difference between the fair market value of the common stock on the date of exercise, and the exercise price of the option.

 

Regarding Interparfums SA, our majority-owned French subsidiary which has its shares traded on the Euronext, no options were exercised during the past fiscal year, and there was no vesting of stock, including restricted stock, restricted stock units and similar instruments during the past fiscal year, for the executive officers of our company listed in the Summary Compensation Table.

 

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Pension Benefits

 

The following table sets forth certain information relating to payment of benefits in connection with retirement plans during the past fiscal year, for the executive officers of our company listed in the Summary Compensation Table.

 

PENSION BENEFITS

 

Name   Plan Name   Number of Years Credited Service
(#)
  Present
Value of
Accumulated Benefit*
($)
    Payments During Last Fiscal Year
($)
 
Jean Madar   NA   NA     -0-       -0-  
Russell Greenberg   NA   NA     -0-       -0-  
Philippe Benacin   Inter Parfums SA Pension Plan   NA     297,500       17,500  
Philippe Santi   Inter Parfums SA Pension Plan   NA     287,500       17,500  
Frédéric Garcia-Pelayo   Inter Parfums SA Pension Plan   NA     287,500       17,500  

 

 

* Does not include any contributions made by prior employers, or individually by the recipients as such information is confidential under French law.

 

Interparfums SA maintains a pension plan for all of its employees, including all executive officers. The calculation of commitments for severance benefits involves estimating the probable present value of projected benefit obligations. This projected benefit obligations are then prorated to take into account seniority of the employees of Interparfums SA on the calculation date.

 

In calculating benefits, the following assumptions were applied:

 

- voluntary retirement at age 65;

 

- a rate of 45% for employer payroll contributions for all employees;

 

- a 4% average annual salary increase;

 

- an annual rate of turnover for all employees under 55 years of age and nil above;

 

- the TH 00-02 mortality table for men and the TF 00-02 mortality table for women;

 

- a discount rate of 2.0%.

 

The normal retirement age is 65 years, but employees, including Messrs. Benacin, Santi and Garcia-Pelayo, can collect reduced benefits if they retire at age 62.

 

59

 

 

Nonqualified Deferred Compensation

 

We do not maintain any nonqualified deferred compensation plans.

  

CEO Pay Ratio

 

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our mean employee and the annual total compensation of Mr. Jean Madar, Chief Executive Officer (the “CEO”):

 

For 2020, our last completed fiscal year:

 

  Our median employee’s compensation was $69,078

 

  Our Chief Executive Officer’s total 2020 compensation was $1,806,246

 

  Accordingly, our 2020 CEO to Median Employee Pay Ratio was 26.13 to 1

 

This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records. We identified our median employee using our total employee population as of December 31, 2020 by applying a consistently applied compensation measure across our global employee population. For our consistently applied compensation measure, we used all compensation, including actual base salary, bonuses, commissions, and any overtime paid during the 12-month period ending December 31, 2020. We did not use any material estimates, assumptions, adjustments or statistical sampling to determine the worldwide median employee.

 

The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

 

Employment and Consulting Agreements

 

As part of our acquisition in 1991 of the controlling interest in Interparfums SA, now a subsidiary, we entered into an employment agreement with Philippe Benacin. The agreement provides that Mr. Benacin will be employed as Vice Chairman of the Board and President and Chief Executive Officer of Inter Parfums Holdings and its subsidiary, Interparfums SA. The initial term expired on September 2, 1992, and has subsequently been automatically renewed for additional annual periods. The agreement provides for automatic annual renewal terms, unless either party terminates the agreement upon 120 days’ notice. For 2020, Mr. Benacin received an annual salary of approximately $539,000, and automobile expenses of approximately $12,500 which are subject to increase in the discretion of the board of directors. The agreement also provides for indemnification and a covenant not to compete for one year after termination of employment.

 

In 2014, we entered into a consulting agreement with Mr. Benacin’s holding company, Philippe Benacin Holding SAS, which provides for review on an annual basis of the amount of compensation payable to such company. The agreement also provides for indemnification for Mr. Benacin and his holding company and a covenant not to compete for one year after termination of the agreement. The agreement was for one year, with automatic one year renewals unless either party terminates on 120 days’ notice or Mr. Benacin ceases to be the President of our company. For 2015 through 2020 Mr. Benacin’s personal holding company received $250,000 each year for services rendered outside of the United States by Mr. Benacin in his capacity as President. In addition, in December 2018 and December 2019, we granted options to purchase 25,000 shares for the benefit of Mr. Benacin, and were granted to his personal holding company instead of Mr. Benacin directly.

 

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In 2013, we enter into a consulting agreement with Mr. Madar’s holding company, Jean Madar Holding SAS, which provides for review on an annual basis of the amount of compensation payable to such company. The agreement also provides for indemnification for Mr. Madar and his holding company and a covenant not to compete for one year after termination of the agreement. The agreement was for one year, with automatic one year renewals unless either party terminates on 120 days’ notice or Mr. Madar ceases to be the Chief Executive Officer of our company. From 2013 through 2017, Mr. Madar’s personal holding company received $250,000 each year for services rendered outside of the United States by Mr. Madar in his capacity as Chief Executive Officer. For 2018, as the result of Mr. Madar spending more time outside of the United States, we changed the allocation of cash compensation paid to Mr. Madar personally and to his holding company, but not the aggregate amount. The amount of salary paid to Mr. Madar in 2018 was reduced from $380,000 to $160,000, while payments to his holding company were increased by the like amount from $250,000 to $470,000. Therefore, for 2018 total cash compensation for Mr. Madar paid to him and his personal holding company remained unchanged at $630,000. This consulting agreement was renewed at $470,000 for 2019. As discussed above, in view of receiving substantially less than the annual and median average CEO salaries for peer companies and companies with comparable market capitalization, in early February 2020 the Mr. Madar’s base salary was increased by $600,000 to $1.23 million effective as of January 1, 2020, and allocated so that the annual base salary for Jean Madar individually was $285,000, and the fees to Jean Madar Holding SAS were $945,000, effective as of January 1, 2020. In addition, in December 2018 and December 2019, we granted options to purchase 25,000 shares for the benefit of Mr. Madar, which were granted to his personal holding company instead of Mr. Madar directly.

 

Compensation of Directors

 

The following table sets forth certain information relating to the compensation for each of our directors who is not an executive officer of our Company named in the Summary Compensation Table for the past fiscal year.

  

                  DIRECTOR COMPENSATION              
Name    

Fees Earned or Paid in Cash

($)

   

Stock Awards
($)

   

Option Awards
($)

    Non-Equity Incentive Plan Compensation
($)
    Change in Pension Value and Nonqualified Deferred Compensation Earnings     All Other Compensation
($)1
    Total
($)
 
Francois Heilbronn2       29,000       -0-       18,237       -0-       -0-       33,732       80,969  
Robert Bensoussan3       21,000       -0-       18,237       -0-       -0-       -0-       39,237  
Patrick Choël4       29,000       -0-       18,237       -0-       -0-       5,244       52,481  
Michel Dyens5       21,000       -0-       18,237       -0-       -0-       -0-       39,237  
Veronique Gabai-Pinsky6       29,000       -0-       18,237       -0-       -0-       -0-       47,237  
Gilbert Harrison7       71,000       -0-       18,237       -0-       -0-       -0-       89,237  

 

[Footnotes from table above]

 
1. Represents gain from exercise of stock options.
2. As of the end of the last fiscal year, Mr. Heilbronn held options to purchase an aggregate of 4,500 shares of our common stock.
3. As of the end of the last fiscal year, Mr. Bensoussan held options to purchase an aggregate of 5,500 shares of our common stock.
4. As of the end of the last fiscal year, Mr. Choël held options to purchase an aggregate of 3,750 shares of our common stock.
5. As of the end of the last fiscal year, Mr. Dyens held options to purchase an aggregate of 5,500 shares of our common stock.
6. As of the end of the last fiscal year, Ms. Gabai-Pinsky held options to purchase an aggregate of 4,500 shares of our common stock.
7. As of the end of the last fiscal year, Mr. Harrison held options to purchase an aggregate of 4,500 shares of our common stock.

 

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In July 2019 and compensation to all nonemployee directors was increased to $6,000 for each board meeting at which they participate in person, and $3,000 for each meeting held by conference telephone. In addition, effective January 1, 2020 the annual fee for each member of the audit committee was raised to $8,000.

 

We maintain stock option plans for our nonemployee directors. The purpose of these plans is to assist us in attracting and retaining key directors who are responsible for continuing the growth and success of our company. Under such plans, options to purchase 1,500 shares are granted on each February 1st to all nonemployee directors for as long as each is a nonemployee director on such date. However, if a nonemployee director does not attend certain of the board meetings, then such option grants are reduced according to a schedule. In addition, options to purchase 2,000 shares are granted to each nonemployee director upon his or her initial election or appointment to our board, but if such option is granted within six months of the next February 1 automatic grant, then such nonemployee director would not be eligible to receive that February 1 grant.

 

All of such options were granted at the fair market value and vest ratably over a 4 year period. At our annual meeting in September 2019 our shareholders approved a proposal to amend our 2016 Stock Option Plan to increase the number of shares issuable upon exercise of options to be granted starting February 1, 2020 from 1,000 shares to 1,500 shares solely to nonemployee directors annually on each February 1. On February 1, 2021, options to purchase 1,500 shares were granted to all of our nonemployee directors at the exercise price of $62.18 per share under our 2016 Stock Option Plan.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The following table sets forth information with respect to the beneficial ownership of our common stock by (a) each person we know to be the beneficial owner of more than 5% of our outstanding common stock, (b) our executive officers and directors and (c) all of our directors and officers as a group. Each of Messrs. Madar and Benacin own 99.99% of their respective personal holding companies. As of February 26, 2021 we had 31,635,098 shares of common stock outstanding.

 

Name and Address of Beneficial Owner   Amount of Beneficial Ownership1     Approximate Percent of Class  
Jean Madar
c/o Interparfums SA
4, Rond Point des Champs Elysees
75008 Paris, France
    7,113,053 2   22.4 %
Philippe Benacin
c/o Interparfums SA
4, Rond Point des Champs Elysees
75008 Paris, France
    6,906,664 3   22.0 %
Russell Greenberg
c/o Inter Parfums, Inc.
551 Fifth Avenue
New York, NY 10176
    75,200 4   Less than 1 %
Philippe Santi
Interparfums SA
4, Rond Point des Champs Elysees
75008, Paris France
    10,800 5   Less than 1 %
Francois Heilbronn
60 Avenue de Breteuil
75007 Paris, France
    36,688 6   Less than 1 %
Robert Bensoussan
c/o Sirius Equity LLP
52 Brook Street
W1K 5DS London
    9,125 7   Less than 1 %

 

62

 

 

Patrick Choël
140 Rue de Grenelle
75007, Paris, France
    5,125 8   Less than 1 %
Michel Dyens
Michel Dyens & Co.
17 Avenue Montaigne
75008 Paris, France
    5,625 9   Less than 1 %
Veronique Gabai-Pinsky
Vera Wang
15 E. 26th Street
New York NY 10010
    2,375 10   Less than 1 %
Gilbert Harrison
Harrison Group
745 Fifth Avenue, Suite 514
New York, NY 10151
    1,875 11   Less than 1 %
Frederic Garcia-Pelayo
Interparfums SA
4, Rond Point des Champs Elysees
75008, Paris France
    10,800 12   Less than 1 %
Blackrock, Inc.
55 East 52nd Street
New York, NY 10055
    2,682,141 13   8.4 %
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
    1,919,970 14   6.1 %
Ameriprise Financial, Inc. 145
Ameriprise Financial Center
Minneapolis, MN 55474
    1,891,241 15   6.0 %
All Directors and Officers
(As a Group 10 Persons)
    14,151,650 16   44.7 %

 

 

1 All shares of common stock are directly held with sole voting power and sole power to dispose, unless otherwise stated. Options which are exercisable within 60 days are included in beneficial ownership calculations. Jean Madar, the Chairman of the Board and Chief Executive Officer of the Company and Philippe Benacin, the Vice Chairman of the Board and President of the Company, have a verbal agreement or understanding to vote the shares each beneficially owns in a like manner.
2 Consists of 20,112 shares held directly, 7,032,341 shares held indirectly through Jean Madar Holding SAS, a personal holding company, and options to purchase 60,600 shares.
3 Consists of 6,846,064 shares held indirectly through Philippe Benacin Holding SAS, a personal holding company, and options to purchase 60,600 shares.
4 Consists of shares 7,500 shares held directly and options to purchase 75,000 shares.
5 Consists of options to purchase shares.
6 Consists of 34,063 shares held directly and options to purchase 2,625 shares.
7 Consists of 6,500 shares held directly and options to purchase 2,625 shares.
8 Consists of 3,250 shares held directly and options to purchase 1,875 shares.
9 Consists of 3,000 shares held directly and options to purchase 2,625 shares.
10 Consists of shares of common stock underlying options.
11 Consists of shares of common stock underlying options.
12 Consists of shares of common stock underlying options.
13 Information based upon Schedule 13G Amendment 5 of Blackrock, Inc. dated January29, 2021 as filed with the Securities and Exchange Commission.
14 Information based upon Schedule 13G Amendment 4 of The Vanguard Group, an investment advisor, dated February 10, 2021 as filed with the Securities and Exchange Commission.
  Information based upon Schedule 13G of Ameriprise Financial, Inc. (“AFI”) dated February 12, 2021 as filed with the Securities and Exchange Commission. AFI disclaims beneficial ownership of any shares reported on this Schedule 13G.
15 Consists of 13,952,830 shares held directly or indirectly, and options to purchase 235,400 shares.

 

63

 

 

The following table sets forth certain information as of the end of our last fiscal year regarding all equity compensation plans that provide for the award of equity securities or the grant of options, warrants or rights to purchase our equity securities.

 

Equity Compensation Plan Information

 

Plan category   Number of
securities to
be issued
upon
exercise of
outstanding
options,
warrants and
rights
(a)
    Weighted-average
exercise price of
outstanding
options, warrants
and rights
(b)
    Number of
securities
remaining
available for
future issuance
under equity
compensation
plans
(excluding
securities
reflected in
column (a))
(c)
 
Equity compensation plans approved by security holders     713,210     $ 52.74       580,715  
Equity compensation plans not approved by security holders     -0-       N/A       -0-  
Total     713,210     $ 52.74       580,715  

 

Item 13. Certain Relationships and Related Transactions, and Director Independence

 

Transactions with European Subsidiaries

 

We have guaranteed the obligations of our majority-owned, French subsidiary, Interparfums SA under our Paul Smith license agreement. We also provide (or had provided on our behalf) certain financial, accounting and legal services for Interparfums SA, and during 2020, 2019 and 2018 fees for such services were $450,750, $483,675 and $214,513, respectively. In 2017, Inter Parfums USA, LLC, a United States subsidiary, renewed a license agreement for five years that was initially signed in 2012 on the same terms with Interparfums Suisse (SARL), a Swiss subsidiary of Interparfums SA, for the right to sell amenities under the Lanvin brand name to luxury hotels, cruise lines and airlines in return for royalty payments as are customary in our industry.

  

During 2018, Interparfums SA, an indirect majority-owned subsidiary of the Company, loaned the Company $10 million. This loan was repayable in ten (10) equal monthly payments of $1,000,000 of principal plus accrued interest at 2% per annum, with the first payment due on May 31, 2019. The last payment was made on February 28, 2020.

 

In March 2020, Interparfums Luxury Brands, Inc., an indirect majority-owned subsidiary of the Company, loaned the Company $10 million, which was repaid in full, with interest at 2% per annum, in December 2020.

 

Consulting Agreements

 

In 2014, we entered into a consulting agreement with Mr. Benacin’s holding company, Philippe Benacin Holding SAS, which provides for review on an annual basis of the amount of compensation payable to such company. The agreement also provides for indemnification for Mr. Benacin and his holding company and a covenant not to compete for one year after termination of the agreement. The agreement was for one year, with automatic one year renewals unless either party terminates on 120 days’ notice or Mr. Benacin ceases to be the President of our company. For 2015 through 2020, Mr. Benacin’s personal holding company received $250,000 each year for services rendered outside of the United States by Mr. Benacin in his capacity as President.. In addition, in December 2018 and December 2019, we granted options to purchase 25,000 shares for the benefit of Mr. Benacin, and were granted to his personal holding company instead of Mr. Benacin directly.

 

64

 

 

In 2013, we enter into a consulting agreement with Mr. Madar’s holding company, Jean Madar Holding SAS, which provides for review on an annual basis of the amount of compensation payable to such company. The agreement also provides for indemnification for Mr. Madar and his holding company and a covenant not to compete for one year after termination of the agreement. The agreement was for one year, with automatic one year renewals unless either party terminates on 120 days’ notice or Mr. Madar ceases to be the Chief Executive Officer of our company. From 2013 through 2017, Mr. Madar’s personal holding company received $250,000 each year for services rendered outside of the United States by Mr. Madar in his capacity as Chief Executive Officer. For 2018, as the result of Mr. Madar spending more time outside of the United States, we changed the allocation of cash compensation paid to Mr. Madar personally and to his holding company, but not the aggregate amount. The amount of salary paid to Mr. Madar in 2018 was reduced from $380,000 to $160,000, while payments to his holding company were increased by the like amount from $250,000 to $470,000. Therefore, for 2018 total cash compensation for Mr. Madar paid to him and his personal holding company remained unchanged at $630,000. This consulting agreement was renewed at $470,000 for 2019, again with no change in aggregate compensation. As discussed above, in view of receiving substantially less than the annual and median average CEO salaries for peer companies and companies with comparable market capitalization, in early February 2020 the Mr. Madar’s base salary was increased by $600,000 to $1.23 million effective January 1, 2020, and allocated so that the annual base salary for Jean Madar individually was $285,000, and the fees to Jean Madar Holding SAS were $945,000. In addition, in December 2018 and again in December 2019, we granted options to purchase 25,000 shares for the benefit of Mr. Madar, which were granted to his personal holding company rather than to Mr. Madar directly.

  

Investment in Private Company

 

As previously disclosed, during 2019 each of our company and Interparfums SA made a $100,000 investment in a privately held start-up fragrance company controlled by director, Veronique Gabai-Pinsky.

 

Procedures for Approval of Related Person Transactions

 

Transactions between related persons, such as between an executive officer or director and our company, or any company or person controlled by such officer or director, are required to be approved by our Audit Committee of our board of directors. Our Audit Committee Charter contains such explicit authority, as required by the applicable rules of The Nasdaq Stock Market.

 

Director Independence

 

The following are our directors who are independent directors within the applicable rules of The Nasdaq Stock Market:

 

Francois Heilbronn

Robert Bensoussan

Patrick Choël

Michel Dyens

Veronique Gabai-Pinsky

Gilbert Harrison

 

We follow and comply with the independent director definitions as provided by The Nasdaq Stock Market rules in determining the independence of our directors, which are posted on our company’s website. In addition, such rules are also available on The Nasdaq Stock Market’s website. In addition, The Nasdaq Stock Market maintains more stringent rules relating to director independence for the members of our Audit Committee, and the members of our Audit Committee, Messrs. Heilbronn and Choël, as well as Ms. Gabai-Pinsky, are independent within the meaning of those rules.

 

65

 

 

Board Leadership Structure and Risk Management

 

For more than the past ten (10) years, Jean Madar has held the positions of Chairman of the Board of Directors and Chief Executive Officer of our company. Almost since inception, Mr. Madar has been allocated the responsibility of overseeing our United States operations and the operation of Inter Parfums, Inc., as a public company. Philippe Benacin, as Chief Executive Officer of Interparfums SA, has been allocated the responsibility of overseeing our European operations and its operation as a public company in France. In addition, Mr. Benacin is also the Vice Chairman of the Board of Directors of our company. Our board of directors is comfortable with this approach, as the two largest beneficial stockholders of our company are also directly responsible for the operations of our company’s two operating segments. Accordingly, our board of directors does not have a “Lead Director,” a non-management director who controls the meetings of our board of directors.

  

Our board of directors manages risk by (i) review of periodic operating reports and discussions with management; (ii) approval of executive compensation incentive plans through its committee, the Executive Compensation and Stock Option Committee; (iii) approval of related party transactions through its committee, the Audit Committee; and (iv) approval of material transactions not in the ordinary course of business. Since our inception, we have never been the subject of any material product liability claims, and we have had no recent material property damage claims.

 

Further, we periodically enter into foreign currency forward exchange contracts to hedge exposure related to receivables denominated in a foreign currency and to manage risks related to future sales expected to be denominated in a foreign currency. We enter into these exchange contracts for periods consistent with our identified exposures. The purpose of the hedging activities is to minimize the effect of foreign exchange rate movements on the receivables and cash flows of Interparfums SA, our French subsidiary, whose functional currency is the Euro. All foreign currency contracts are denominated in currencies of major industrial countries and are with large financial institutions, which are rated as strong investment grade.

 

In addition, we mitigate interest rate risk by continually monitoring interest rates, and then determining whether fixed interest rates should be swapped for floating rate debt, or if floating rate debt should be swapped for fixed rate debt.

 

Item 14. Principal Accountant Fees and Services

 

Fees

 

The following sets forth the fees billed to us by Mazars USA LLP, as well as discusses the services provided for the past two fiscal years, fiscal years ended December 31, 2020 and December 31, 2019.

 

Audit Fees

 

Fees billed by Mazars USA LLP and its affiliate, Mazars S.A. for audit services and review of the financial statements contained in our Quarterly Reports on Form 10-Q were $1.1 and $1.2 million for 2020 and 2019, respectively.

 

Audit-Related Fees

 

Mazars USA LLP did not bill us for any audit-related services during 2020 and 2019.

 

Tax Fees

 

Mazars USA LLP billed us $34,500 and $41,500 for tax services during 2020 and 2019, respectively.

  

66

 

 

All Other Fees

 

Mazars S.A. billed us $3,500 and $9,000 for other services during 2020 and 2019, respectively.

  

Audit Committee Pre-Approval Policies and Procedures

 

The Audit Committee has the sole authority for the appointment, compensation and oversight of the work of our independent accountants, who prepare or issue an audit report for us.

 

During the second quarter of 2020, the audit committee authorized the following non-audit services to be performed by Mazars USA LLP.

 

  We authorized the engagement of Mazars USA LLP if deemed necessary to provide tax consultation in the ordinary course of business for fiscal year ended December 31, 2020.

 

  We authorized the engagement of Mazars USA LLP if deemed necessary to provide tax consultation as may be required on a project by project basis that would not be considered in the ordinary course of business, up to a $10,000 fee limit per project (or €10,000 in the case of Interparfums SA), subject to an aggregate fee limit of $50,000 for fiscal year ended December 31, 2020. If we require further tax services from Mazars USA LLP, then the approval of the audit committee must be obtained.

 

 

We authorized the engagement of Mazars USA LLP if deemed necessary to provide attestation or other services as may be required on a project by project basis that would not be considered in the ordinary course of business, up to a $10,000 fee limit per project (or €10,000 in the case of Interparfums SA), subject to an aggregate fee limit of $50,000 for fiscal year ended December 31, 2020. If we require further tax services from Mazars USA LLP, then the approval of the audit committee must be obtained.

 

  If we require other services by Mazars USA LLP on an expedited basis such that obtaining pre-approval of the audit committee is not practicable, then the Chairman of the Committee has authority to grant the required pre-approvals for all such services.

 

  We imposed a cap of $100,000 on the fees that Mazars USA LLP can charge for services on an expedited basis that are approved by the Chairman without obtaining full audit committee approval.

 

  None of the non-audit services of either of the Company’s auditors had the pre-approval requirement waived in accordance with Rule 2-01(c)(7)(i)(C) of Regulation S-X.

 

67

 

 

PART IV

 

Item 15. Exhibits, Financial Statement Schedules

 

    Page
(a)(1) Financial Statements annexed hereto    
     
Report of Independent Registered Public Accounting Firm   F-2
     
Audited Financial Statements:    
     
Consolidated Balance Sheets as of December 31, 2020 and 2019   F-5
     
Consolidated Statements of Income for each of the years in the three-year period ended December 31, 2020   F-6
     
Consolidated Statements of Comprehensive Income (Loss) for each of the years in the three-year period ended December 31, 2020   F-7
     
Consolidated Statements of Changes in Shareholders’ Equity for each of the years in the three-year period ended December 31, 2020   F-8
     
Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 2020   F-9
     
Notes to Consolidated Financial Statements   F-10
     
(a)(2) Financial Statement Schedule:    
     
Schedule II – Valuation and Qualifying Accounts   F-32
     
(a)(3) Exhibits – The list of exhibits is contained in the Exhibit Index, which follows the signature page of this report.    

 

Item 16. Form 10-K Summary

 

None.

 

68

 

 

INTER PARFUMS, INC. AND SUBSIDIARIES

Consolidated Financial Statements and Schedule

 

Index

 

    Page
Report of Independent Registered Public Accounting Firm   F-2
     
Audited Financial Statements:    
     
Consolidated Balance Sheets as of December 31, 2020 and 2019   F-5
     
Consolidated Statements of Income for each of the years in the three-year period ended December 31, 2020   F-6
     
Consolidated Statements of Comprehensive Income for each of the years in the three-year period ended December 31, 2020   F-7
     
Consolidated Statements of Changes in Shareholders’ Equity for each of the years in the three-year period ended December 31, 2020   F-8
     
Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 2020   F-9
     
Notes to Consolidated Financial Statements   F-10
     
Financial Statement Schedule:    
     
Schedule II – Valuation and Qualifying Accounts   F-32

 

F-1

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To Shareholders and the Board of Directors of Inter Parfums, Inc.

 

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Inter Parfums, Inc. (the “Company”) as of December 31, 2020 and 2019, and the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes and the schedule listed in the Index in Item 15(a)(2) (collectively referred to as the “financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework: (2013) issued by COSO.

 

Basis for Opinion

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

 

F-2

 

 

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

 

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the consolidated financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

 

As described in Notes 1 and 8 to the consolidated financial statements, the Company’s consolidated indefinite and finite —life intangible assets balance was $214 million at December 31, 2020. Indefinite lived intangible assets principally consist of trademarks and finite-lived intangible assets represent fees to acquire, or enter into a license.

 

Those intangible assets are tested for impairment as follows:

- Indefinite – life intangible assets are tested for impairment at least annually at the reporting unit level or more frequently when events occur or circumstances change. The evaluation requires a comparison of the estimated fair value of the asset to the carrying value of the asset. The fair value is estimated based upon discounted future cash flow projections. If the carrying value of an indefinite-lived intangible asset exceeds its fair value, an impairment charge is recorded.

 

F-3

 

 

- Finite – life intangible assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If impairment indicators exist, the undiscounted future cash flows associated with the expected service potential of the asset are compared to the carrying value of the asset. If the projection of undiscounted cash flows is less than the carrying value of a finite-lived intangible asset, an impairment charge would be recorded.

 

The determination of the future cash flows of the intangible assets requires management to make significant estimates and assumptions related to forecasts of future revenues, operating margins and discount rates. As disclosed by management, changes in these assumptions could have a significant impact on either the future cash flows and therefore, on the amount of any impairment charge. The determination of an impairment indicator on the finite – life intangible assets requires management judgments and involves assumptions.

 

We identified the impairment assessment of intangible assets as a critical audit matter. Auditing management’s judgments regarding the evaluation of impairment indicators, forecasts of future revenue and operating margin, and the discount rate to be applied involve a high degree of subjectivity.

 

The primary procedures we performed to address this critical audit matter included:

 

► Reviewing the analysis of the identification of impairment evidence for each indefinite and finite-life asset based on three indicators (sales analysis, new products launches, payment of minimum guarantees), and then corroborate that analysis with external information and evidence obtained in other areas of the audit.

 

► Testing the effectiveness of controls relating to management’s impairment tests, including controls over the impairment indicators and determination of the future cash flows.

 

► In testing management’s process for determining the future cash flows we evaluated the reasonableness of management’s forecasts of future revenue and operating margin by performing a retrospective review in comparing these forecasts to historical operating results and evaluating whether the assumptions used were reasonable considering current information as well as future expectations as well as using additional evidence obtained in other areas of the audit.

 

► Utilizing a valuation specialist to assist in auditing the discount rate. It includes evaluating whether the assumptions used were reasonable by comparing with third party market data.

 

/s/ Mazars USA LLP

 

We have served as the Company's auditor since 2004. 

 

New York, New York 

March 1, 2021

 

F-4

 

 

INTER PARFUMS, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2020 and 2019

(In thousands except share and per share data)

 

Assets   2020   2019
Current assets:        
Cash and cash equivalents   $ 169,681     $ 133,417  
Short-term investments     126,627       119,714  
Accounts receivable, net     124,057       133,010  
Inventories     158,822       167,809  
Receivables, other     1,815       2,054  
Other current assets     16,912       17,123  
Income taxes receivable     2,806       169  
Total current assets     600,720       573,296  
Equipment and leasehold improvements, net     19,580       11,107  
Right-of-use assets, net     24,734       28,359  
Trademarks, licenses and other intangible assets, net     214,108       201,983  
Deferred tax assets     8,041       8,004  
Other assets     22,962       6,083  
Total assets   $ 890,145     $ 828,832  
Liabilities and Equity                
Current liabilities:                
Current portion of long-term debt   $ 14,570     $ 12,326  
Current portion of lease liabilities     5,133       5,356  
Accounts payable - trade     35,576       54,098  
Accrued expenses     95,629       96,421  
Income taxes payable     5,297       5,865  
Dividends payable    
--
      10,399  
Total current liabilities     156,205       184,465  
Long–term debt, less current portion     10,136       10,734  
Lease liabilities, less current portion     21,354       24,635  
Equity:                
Inter Parfums, Inc. shareholders’ equity:                
Preferred stock, $0.001 par value. Authorized 1,000,000 shares; none issued    
--
     
--
 
Common stock, $0.001 par value. Authorized 100,000,000 shares; outstanding, 31,608,588 and 31,513,018 shares at December 31, 2020 and 2019, respectively     32       31  
Additional paid-in capital     75,708       70,664  
Retained earnings     503,567       474,637  
Accumulated other comprehensive loss     (5,997 )     (39,853 )
Treasury stock, at cost, 9,864,805 common shares at December 31, 2020 and 2019     (37,475 )     (37,475 )
Total Inter Parfums, Inc. shareholders’ equity     535,835       468,004  
Noncontrolling interest     166,615       140,994  
Total equity     702,450       608,998  
Total liabilities and equity   $ 890,145     $ 828,832  

 

See accompanying notes to consolidated financial statements.

 

F-5

 

 

INTER PARFUMS, INC. AND SUBSIDIARIES

Consolidated Statements of Income

Years ended December 31, 2020, 2019, and 2018

(In thousands except share and per share data)

 

    2020   2019   2018
             
Net sales   $ 539,009     $ 713,514     $ 675,574  
Cost of sales     208,278       267,578       248,012  
Gross margin     330,731       445,936       427,562  
Selling, general, and administrative expenses     260,648       341,209       332,831  
Income from operations     70,083       104,727       94,731  
Other expenses (income):                        
Interest expense     1,970       2,146       2,578  
Loss on foreign currency     2,178       1,128       251  
Interest income     (2,865 )     (3,693 )     (3,957 )
Other income     (549 )    
--
     
--
 
      734       (419 )     (1,128 )
                         
Income before income taxes     69,349       105,146       95,859  
Income taxes     19,381       29,076       26,144  
Net income     49,968       76,070       69,715  
Less: Net income attributable to the noncontrolling interest     11,749       15,821       15,922  
Net income attributable to Inter Parfums, Inc.   $ 38,219     $ 60,249     $ 53,793  
Net income attributable to Inter Parfums, Inc. common shareholders:                        
Basic   $ 1.21     $ 1.92     $ 1.72  
Diluted   $ 1.21     $ 1.90     $ 1.71  
Weighted average number of shares outstanding:                        
Basic     31,536,659       31,451,093       31,307,991  
Diluted     31,654,544       31,688,700       31,522,371  
                         
Dividends declared per share   $ 0.33     $ 1.16     $ 0.91  

 

See accompanying notes to consolidated financial statements.

 

F-6

 

 

INTER PARFUMS, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

Years ended December 31, 2020, 2019, and 2018

(In thousands except share and per share data)

 

    2020   2019   2018
             
Net income   $ 49,968     $ 76,070     $ 69,715  
                         
Other comprehensive income:                        
Net derivative instrument income (loss),  net of tax     (19 )     22       175  
Transfer of OCI into earnings     (52 )     (136 )     (37 )
Translation adjustments, net of tax     47,912       (8,712 )     (22,555 )
      47,841       (8,826 )     (22,417 )
Comprehensive income     97,809       67,244       47,298  
                         
Comprehensive income attributable to noncontrolling interests:                        
Net income     11,749       15,821       15,922  
Net derivative instrument income (loss),  net of tax     (19 )     (30 )     39  
Translation adjustments, net of tax     14,004       (2,593 )     (6,638 )
      25,734       13,198       9,323  
Comprehensive income attributable to Inter Parfums Inc.   $ 72,075     $ 54,046     $ 37,975  

 

See accompanying notes to consolidated financial statements.

 

F-7

 

 

INTER PARFUMS, INC. AND SUBSIDIARIES

Consolidated Statements of Changes in Shareholders’ Equity

Years ended December 31, 2020, 2019, and 2018

(In thousands except share and per share data)

 

    2020   2019   2018
             
Common stock, beginning of year   $ 31     $ 31     $ 31  
Shares issued upon exercise of stock options     1      
--
     
--
 
Common stock, end of year     32       31       31  
                         
Additional paid-in capital, beginning of year     70,664       69,970       66,004  
Shares issued upon exercise of stock options     2,771       4,458       3,406  
Share-based compensation     1,711       1,403       1,132  
Purchase of subsidiary shares from noncontrolling interests    
--
      (5,167 )     (572 )
Transfer of subsidiary shares purchased     562      
--
     
--
 
Additional paid-in capital, end of year     75,708       70,664       69,970  
                         
Retained earnings, beginning of year     474,637       448,731       422,570  
Net income     38,219       60,249       53,793  
Dividends     (10,406 )     (36,349 )     (28,356 )
Share-based compensation     1,117       2,006       724  
Retained earnings, end of year     503,567       474,637       448,731  
                         
Accumulated other comprehensive loss, beginning of year     (39,853 )     (33,650 )     (17,832 )
Foreign currency translation adjustment, net of tax     33,908       (6,119 )     (15,917 )
Transfer from other comprehensive income into earnings     (52 )     (136 )     (37 )
Net derivative instrument gain, net of tax    
--
      52       136  
Accumulated other comprehensive loss, end of year     (5,997 )     (39,853 )     (33,650 )
                         
Treasury stock, beginning and end of year     (37,475 )     (37,475 )     (37,475 )
                         
Noncontrolling interest, beginning of year     140,994       138,139       137,339  
Net income     11,749       15,821       15,922  
Foreign currency translation adjustment, net of tax     14,004       (2,593 )     (6,638 )
Net derivative instrument gain (loss), net of tax     (19 )     (30 )     39  
Purchase of subsidiary shares from noncontrolling interests    
--
      (920 )     (236 )
Dividends     (324 )     (9,654 )     (8,706 )
Stock-based compensation     350       231       419  
Transfer of subsidiary shares purchased     (139 )    
--
     
--
 
Noncontrolling interest, end of year     166,615       140,994       138,139  
                         
Total equity   $ 702,450     $ 608,998     $ 585,746  

 

See accompanying notes to consolidated financial statements.

 

F-8

 

 

INTER PARFUMS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows

Years ended December 31, 2020, 2019, and 2018

(In thousands)

 

    2020   2019   2018
Cash flows from operating activities:            
Net income   $ 49,968     $ 76,070     $ 69,715  
Adjustments to reconcile net income to net                        
cash provided by operating activities:                        
Depreciation and amortization including impairment loss     9,067       8,729       11,031  
Provision for doubtful accounts     4,824       1,380       1,442  
Noncash stock compensation     3,029       3,394       2,205  
Share of income of equity investment     (549 )    
--
     
--
 
Lease expense     62       1,068      
--
 
Deferred tax expense (benefit)     581       (2,330 )     (158 )
Change in fair value of derivatives     (137 )     (169 )     (302 )
Changes in:                        
Accounts receivable     13,157       1,124       (21,532 )
Inventories     19,333       (5,925 )     (29,341 )
Other assets     1,176       (4,945 )     (1,016 )
Accounts payable and accrued expenses     (32,239 )     (4,960 )     25,592  
Income taxes, net     (3,279 )     3,016       5,405  
Net cash provided by operating activities     64,993       76,452       63,041  
Cash flows from investing activities:                        
Purchases of short-term investments     (7,582 )     (97,958 )     (10,030 )
Proceeds from sale of short-term investments     11,513       44,814       8,859  
Purchase of equipment and leasehold improvements     (11,011 )     (5,427 )     (3,956 )
Payment for intangible assets acquired     (1,251 )     (6,067 )     (8,509 )
Purchase of equity investment     (13,998 )    
--
     
--
 
Net cash used in investing activities     (22,329 )     (64,638 )     (13,636 )
Cash flows from financing activities:                        
Repayment of long-term debt     (13,725 )     (22,321 )     (23,487 )
Proceeds issuance of long-term debt     13,438      
--
     
--
 
Proceeds from exercise of options     2,771       4,458       3,406  
Dividends paid     (20,805 )     (34,579 )     (26,287 )
Dividends paid to noncontrolling interests     (324 )     (9,654 )     (8,706 )
Purchase of subsidiary shares from noncontrolling interests    
--
      (6,087 )     (808 )
Net cash used in financing activities     (18,645 )     (68,183 )     (55,882 )
Effect of exchange rate changes on cash     12,245       (3,350 )     (8,730 )
Net increase (decrease) in cash and cash equivalents     36,264       (59,719 )     (15,207 )
Cash and cash equivalents – beginning of year     133,417       193,136       208,343  
Cash and cash equivalents – end of year   $ 169,681     $ 133,417     $ 193,136  
Supplemental disclosures of cash flow information:                        
Cash paid for:                        
Interest   $ 1,105     $ 1,764     $ 1,754  
Income taxes     21,772       26,332       24,995  

 

See accompanying notes to consolidated financial statements.

 

F-9

 

 

INTER PARFUMS, INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

December 31, 2020, 2019 and 2018

(In thousands except share and per share data)

 

(1) The Company and its Significant Accounting Policies

 

Business of the Company

 

Inter Parfums, Inc. and its subsidiaries (the “Company”) are in the fragrance business and manufacture and distribute a wide array of fragrances and fragrance related products.

 

Substantially all of our prestige fragrance brands are licensed from unaffiliated third parties, and our business is dependent upon the continuation and renewal of such licenses. With respect to the Company’s largest brands, we own the Lanvin brand name for our class of trade, and license the Montblanc, Coach, Jimmy Choo and GUESS brand names. As a percentage of net sales, product sales for the Company’s largest brands were as follows:

 

    Year Ended December 31,
    2020   2019   2018
Montblanc     21 %     22 %     19 %
Coach     17 %     14 %     15 %
Jimmy Choo     16 %     16 %     17 %
GUESS (license commenced April 1, 2018)     11 %     10 %     n/a  
Lanvin     7 %     8 %     10 %

 

No other brand represented 10% or more of consolidated net sales.

 

Basis of Preparation

 

The consolidated financial statements include the accounts of the Company, including 73% owned Interparfums SA, a subsidiary whose stock is publicly traded in France. All material intercompany balances and transactions have been eliminated.

 

Management Estimates

 

Management makes assumptions and estimates to prepare financial statements in conformity with accounting principles generally accepted in the United States of America. Those assumptions and estimates directly affect the amounts reported and disclosures included in the consolidated financial statements. Actual results could differ from those assumptions and estimates. Significant estimates for which changes in the near term are considered reasonably possible and that may have a material impact on the financial statements are disclosed in these notes to the consolidated financial statements.

 

Foreign Currency Translation

 

For foreign subsidiaries with operations denominated in a foreign currency, assets and liabilities are translated to U.S. dollars at year-end exchange rates. Income and expense items are translated at average rates of exchange prevailing during the year. Gains and losses from translation adjustments are accumulated in a separate component of shareholdersequity.

 

Cash and Cash Equivalents and Short-Term Investments

 

All highly liquid investments purchased with a maturity of three months or less are considered to be cash equivalents. From time to time, the Company has short-term investments which consist of certificates of deposit and other contracts with maturities greater than three months. The Company monitors concentrations of credit risk associated with financial institutions with which the Company conducts significant business. The Company believes its credit risk is minimal, as the Company primarily conducts business with large, well-established financial institutions. Substantially all cash and cash equivalents are primarily held at financial institutions outside the United States and are readily convertible into U.S. dollars.

 

F-10

 

 

INTER PARFUMS, INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

December 31, 2020, 2019 and 2018

(In thousands except share and per share data)

 

Accounts Receivable

 

Accounts receivable represent payments due to the Company for previously recognized net sales, reduced by allowances for doubtful accounts or balances which are estimated to be uncollectible, which aggregated $5.5 million and $2.5 million as of December 31, 2020 and 2019, respectively. Accounts receivable balances are written-off against the allowance for doubtful accounts when they become uncollectible. Recoveries of accounts receivable previously recorded against the allowance are recorded in the consolidated statement of income when received. We generally grant credit based upon our analysis of the customers 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 Companys 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 derivatives gain or loss is initially reported in equity (as a component of accumulated other comprehensive income) and is subsequently reclassified into earnings in the same period or periods during which the hedged forecasted transaction affects earnings. The ineffective portion of the gain or loss of a cash flow hedge is reported in earnings immediately. The Company also holds certain instruments for economic purposes that are not designated for hedge accounting treatment. For these derivative instruments, changes in their fair value are recorded in earnings immediately.

 

Equipment and Leasehold Improvements

 

Equipment and leasehold improvements are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are provided using the straight-line method over the estimated useful lives for equipment, which range between three and ten years and the shorter of the lease term or estimated useful asset lives for leasehold improvements. Depreciation provided on equipment used to produce inventory, such as tools and molds, is included in cost of sales.

 

Long-Lived Assets

 

Indefinite-lived intangible assets principally consist of trademarks which are not amortized. The Company evaluates indefinite-lived intangible assets for impairment at least annually during the fourth quarter, or more frequently when events occur or circumstances change, such as an unexpected decline in sales, that would more-likely-than-not indicate that the carrying value of an indefinite-lived intangible asset may not be recoverable. When testing indefinite-lived intangible assets for impairment, the evaluation requires a comparison of the estimated fair value of the asset to the carrying value of the asset. The fair values used in our evaluations are estimated based upon discounted future cash flow projections using a weighted average cost of capital of 6.99% and 7.94% in 2020 and 2019, respectively. The cash flow projections are based upon a number of assumptions, including future sales levels, future cost of goods and operating expense levels, as well as economic conditions, changes to our business model or changes in consumer acceptance of our products which are more subjective in nature. If the carrying value of an indefinite-lived intangible asset exceeds its fair value, an impairment charge is recorded.

 

F-11

 

 

INTER PARFUMS, INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

December 31, 2020, 2019 and 2018

(In thousands except share and per share data)

 

Intangible assets subject to amortization are evaluated for impairment testing whenever events or changes in circumstances indicate that the carrying amount of an amortizable intangible asset may not be recoverable. If impairment indicators exist for an amortizable intangible asset, the undiscounted future cash flows associated with the expected service potential of the asset are compared to the carrying value of the asset. If our projection of undiscounted future cash flows is in excess of the carrying value of the intangible asset, no impairment charge is recorded. If our projection of undiscounted future cash flows is less than the carrying value of the intangible asset, an impairment charge would be recorded to reduce the intangible asset to its fair value.

 

Revenue Recognition

 

The Company sells its products to department stores, perfumeries, specialty stores and domestic and international wholesalers and distributors. Our revenue contracts represent single performance obligations to sell our products to customers. Sales of such products by our domestic subsidiaries are denominated in U.S. dollars, and sales of such products by our foreign subsidiaries are primarily denominated in either euro or U.S. dollars. The Company recognizes revenues when contract terms are met, the price is fixed and determinable, collectability is reasonably assured and control of the assets has passed to the customer based on the agreed upon shipping terms. Net sales are comprised of gross revenues less returns, trade discounts and allowances. The Company does not bill its customersfreight and handling charges. All shipping and handling costs, which aggregated $5.0 million, $7.7 million and $7.1 million in 2020, 2019 and 2018, respectively, are included in selling, general and administrative expenses in the consolidated statements of income. The Company grants credit to all qualified customers and does not believe it is exposed significantly to any undue concentration of credit risk. No one customer represented 10% or more of net sales in 2020, 2019 or 2018.

 

Sales Returns

 

Generally, the Company does not permit customers to return their unsold products. However, for U.S. based customers, we allow returns if properly requested, authorized and approved. The Company regularly reviews and revises, as deemed necessary, its estimate of reserves for future sales returns based primarily upon historic trends and relevant current data including information provided by retailers regarding their inventory levels. In addition, as necessary, specific accruals may be established for significant future known or anticipated events. The types of known or anticipated events that we consider include, but are not limited to, the financial condition of our customers, store closings by retailers, changes in the retail environment and our decision to continue to support new and existing products. The Company records its estimate of potential sales returns as a reduction of sales and cost of sales with corresponding entries to accrued expenses, to record the refund liability, and inventory, for the right to recover goods from the customer. The refund liability associated with estimated returns was $3.6 million and $4.1 million at December 31, 2020 and 2019, respectively, and the amounts recognized for the rights to recover products was $1.4 million and $1.6 million at December 31, 2020 and 2019, respectively. The physical condition and marketability of returned products are the major factors we consider in estimating realizable value. Actual returns, as well as estimated realizable values of returned products, may differ significantly, either favorably or unfavorably, from our estimates, if factors such as economic conditions, inventory levels or competitive conditions differ from our expectations.

 

F-12

 

 

INTER PARFUMS, INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

December 31, 2020, 2019 and 2018

(In thousands except share and per share data)

 

Payments to Customers

 

The Company records revenues generated from purchase with purchase and gift with purchase promotions as sales and the costs of its purchase with purchase and gift with purchase promotions as cost of sales. Certain other incentive arrangements require the payment of a fee to customers based on their attainment of pre-established sales levels. These fees have been recorded as a reduction of net sales.

 

Advertising and Promotion

 

Advertising and promotional costs are expensed as incurred and recorded as a component of cost of goods sold (in the case of free goods given to customers) or selling, general and administrative expenses. Advertising and promotional costs included in selling, general and administrative expenses were $91.7 million, $144.6 million and $139.7 million for 2020, 2019 and 2018, respectively. Costs relating to purchase with purchase and gift with purchase promotions that are reflected in cost of sales aggregated $26.4 million, $38.9 million and $36.4 million in 2020, 2019 and 2018, respectively.

 

Package Development Costs

 

Package development costs associated with new products and redesigns of existing product packaging are expensed as incurred.

 

Operating Leases

 

The Company leases its offices and warehouses, vehicles, and certain office equipment, substantially all of which are classified as operating leases. The Company currently has no material financing leases. The Company determines if an arrangement is a lease at inception. Operating lease assets and obligations are recognized at the lease commencement date based on the present value of lease payments over the lease term.

 

License Agreements

 

The Companys license agreements generally provide the Company with worldwide rights to manufacture, market and sell fragrance and fragrance related products using the licensorstrademarks. The licenses typically have an initial term of approximately 5 to 15 years, and are potentially renewable subject to the Companys compliance with the license agreement provisions. The remaining terms, excluding potential renewal periods, range from approximately 1 to 13 years.  Under each license, the Company is required to pay royalties in the range of 6% to 10% to the licensor, at least annually, based on net sales to third parties.

 

In certain cases, the Company may pay an entry fee to acquire, or enter into, a license where the licensor or another licensee was operating a pre-existing fragrance business.  In those cases, the entry fee is capitalized as an intangible asset and amortized over its useful life.

 

Most license agreements require minimum royalty payments, incremental royalties based on net sales levels and minimum spending on advertising and promotional activities.  Royalty expenses are accrued in the period in which net sales are recognized while advertising and promotional expenses are accrued at the time these costs are incurred.

 

F-13

 

 

INTER PARFUMS, INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

December 31, 2020, 2019 and 2018

(In thousands except share and per share data)

 

In addition, the Company is exposed to certain concentration risk. Most of our prestige fragrance brands are licensed from unaffiliated third parties, and our business is dependent upon the continuation and renewal of such licenses.

 

Income Taxes

 

The Company accounts for income taxes using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in its financial statements or tax returns. The net deferred tax assets assume sufficient future earnings for their realization, as well as the continued application of currently enacted tax rates. Included in net deferred tax assets is a valuation allowance for deferred tax assets, where management believes it is more-likely-than-not that the deferred tax assets will not be realized in the relevant jurisdiction. If the Company determines that a deferred tax asset will not be realizable, an adjustment to the deferred tax asset will result in a reduction of net earnings at that time. Accrued interest and penalties are included within the related tax asset or liability in the accompanying financial statements.

 

Issuance of Common Stock by Consolidated Subsidiary

 

The difference between the Companys share of the proceeds received by the subsidiary and the carrying amount of the portion of the Companys investment deemed sold, is reflected as an equity adjustment in the consolidated balance sheets.

 

Treasury Stock

 

The Board of Directors may authorize share repurchases of the Companys common stock (Share Repurchase Authorizations). Share repurchases under Share Repurchase Authorizations may be made through open market transactions, negotiated purchase or otherwise, at times and in such amounts within the parameters authorized by the Board. Shares repurchased under Share Repurchase Authorizations are held in treasury for general corporate purposes, including issuances under various employee stock option plans. Treasury shares are accounted for under the cost method and reported as a reduction of equity. Share Repurchase Authorizations may be suspended, limited or terminated at any time without notice.

 

Recent Accounting Pronouncements

 

In June 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, as updated in 2019 and 2020, which require a financial asset measured at amortized cost basis to be presented at the net amount expected to be collected. The new rules eliminate the probable initial recognition threshold and, instead, reflect an entitys current estimate of all expected credit losses. The new rules took effect for the Company in the first quarter of 2020 and there was no material impact on our consolidated financial statements.

 

There are no other recent accounting pronouncements issued but not yet adopted that would have a material effect on our consolidated financial statements.

 

Reclassifications

 

Certain prior years amounts in the accompanying consolidated balance sheet and statements of cash flows have been reclassified to conform to current period presentation.

 

F-14

 

 

INTER PARFUMS, INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

December 31, 2020, 2019 and 2018

(In thousands except share and per share data)

 

(2) Impact of COVID-19 Pandemic

 

A novel strain of coronavirus (COVID-19) surfaced in late 2019 and has spread around the world, including to the United States and France. In March 2020, the World Health Organization declared COVID-19 a pandemic. The COVID-19 pandemic has disrupted our business operations and caused a significant unfavorable impact on our results of operations.

 

In response to the COVID-19 pandemic various national, state, and local governments where we, our suppliers, and our customers operate initially issued decrees prohibiting certain businesses from continuing to operate and certain classes of workers from reporting to work. More recently, those governments have set guidelines in allowing businesses to reopen and employees to return to offices. Beginning in March 2020, we implemented travel restrictions and we have been following social distancing practices. Our teams were set up to work from home and carry on business as efficiently as possible. In all jurisdictions in which we operate we have been following guidance from authorities and health officials in allowing our teams to gradually return to our offices, including, requiring personnel to wear masks and other protective clothing as appropriate, and implementing additional cleaning and sanitization routines at our offices and distribution centers as the health and safety of our employees are paramount.

 

The effects of the COVID-19 pandemic on the beauty industry began in early March 2020. Retail store closings, event cancellations and a shutdown of international air travel brought our sales to a virtual standstill. The duration and intensity of this global health emergency and its related disruptions are uncertain. Beginning in June 2020, retail stores in many jurisdictions around the world began reopening and business has improved considerably. However, international travel has remained largely curtailed globally due to both government restrictions and consumer health concerns that continue to adversely impact consumer traffic in most travel retail locations. We anticipate that limited traffic in reopened stores and the virtual shutdown of international air traffic will continue to have an unfavorable impact our business.

 

We faced significant challenges in 2020 and we anticipate that these challenges will continue in 2021 due to uncertain market conditions. Business significantly improved during the second half of 2020, as retail stores began reopening and consumers have increased their on-line purchasing. We expect this trend to continue, however, we do not see a resurgence anytime soon in travel retail as air traffic continues to suffer due in part to governmental restrictions on international air travel. In addition, the recent resurgence and introduction of variants of COVID-19 cases in various parts of the world, including the United States, the United Kingdom and other countries in Europe, South America and Africa, has caused temporary re-implementation of government restrictions to prevent further spread of the virus. These include the temporary closure of businesses deemed non-essential, travel bans and restrictions, social distancing and quarantines. Lastly, the COVID-19 pandemic has led to high levels of unemployment and deteriorating economic conditions in many countries where our products are sold, forcing many consumers to limit discretionary purchases. We believe that the impact of the COVID-19 pandemic will continue to have a material adverse effect on our results of our operations, financial position and cash flows through at least the end of 2021.

 

(3) Recent Agreements

 

Anna Sui Corp.

 

In January 2021, we renewed our license agreement with Anna Sui Corp. for the creation, development and distribution of fragrance products through December 31, 2026, without any material changes in terms and conditions. Our initial 10-year license agreement with Anna Sui Corp. was signed in 2011. The renewal agreement also allows for an additional 5-year term through 2031 at the option of the Company.

 

F-15

 

 

INTER PARFUMS, INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

December 31, 2020, 2019 and 2018

(In thousands except share and per share data)

 

Building Acquisition Future Headquarters in Paris

 

In December 2020, the Company signed a purchase contract, subject to certain conditions, to acquire an office building complex for its exclusive use as its future headquarters, located in the heart of Paris. In order to maintain the Companys current cash position, approximately 90% of the €125 million ($153 million) purchase price, excluding taxes and related expenses, will be financed by a bank loan. The transaction is expected to be completed in the spring of 2021 with the move planned for the end of 2021 or the beginning of 2022. In December 2020, the Company paid a €6.25 million ($7.7 million) deposit upon signing the purchase contract. Such amount is included in equipment and leasehold improvements on the accompanying balance sheet as of December 31, 2020.

 

Origines-parfums

 

In June 2020, the Company, through its 73% owned French subsidiary, Interparfums SA, and Divabox SAS (Divabox), owner of the Origines-parfums e-commerce platform for beauty products, signed a strategic agreement and equity investment pursuant to which we acquired 25% of Divabox capital for $14.0 million, through a capital increase. The difference between the purchase price and the fair value of net assets acquired of approximately $8.7 million has been allocated to goodwill. The investment is being accounted for under the equity method and is included in other assets on the accompanying balance sheet as of December 31, 2020. In connection with the acquisition, the Company entered into a $13.4 million term loan, which has been amended such that the loan was repaid in full in February 2021. Our share of the income of Divabox was $0.5 million for the year-ended December 31, 2020. Such amount is included in other income on the accompanying consolidated statement of income.

 

Moncler

 

In June 2020, the Company entered into an exclusive, 5-year worldwide license agreement with a potential 5-year extension with Moncler for the creation, development and distribution of fragrances under the Moncler brand. Our rights under this license are subject to certain minimum advertising expenditures and royalty payments as are customary in our industry.

 

S.T. Dupont

 

In January 2021, we renewed our license agreement with S.T. Dupont for the creation, development and distribution of fragrance products through December 31, 2022, without any material changes in terms and conditions. Our initial 11-year license agreement with S.T. Dupont was signed in June 1997, and had previously been extended through December 31, 2020.

 

(4) Inventories

 

    December 31,
    2020   2019
Raw materials and component parts   $ 66,492     $ 71,895  
Finished goods     92,330       95,914  
  $ 158,822     $ 167,809  

 

F-16

 

 

INTER PARFUMS, INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

December 31, 2020, 2019 and 2018

(In thousands except share and per share data)

 

Overhead included in inventory aggregated $5.4 million and $4.3 million as of December 31, 2020 and 2019, respectively. Included in inventories is an inventory reserve, which represents the difference between the cost of the inventory and its estimated realizable value, based upon sales forecasts and the physical condition of the inventories. In addition, and as necessary, specific reserves for future known or anticipated events may be established. Inventory reserves aggregated $9.4 million and $4.9 million as of December 31, 2020 and 2019, respectively.

 

(5) Fair Value of Financial Instruments

 

The following tables present our financial assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value.

 

          Fair Value Measurements at December 31, 2020  
          Quoted Prices in     Significant Other     Significant  
          Active Markets for     Observable     Unobservable  
          Identical Assets     Inputs     Inputs  
    Total     (Level 1)     (Level 2)     (Level 3)  
Assets:                        
Short-term investments   $ 126,627     $
    $ 126,627     $
 
Foreign currency forward exchange contracts not accounted for using hedge accounting     253      
      253      
 
                                 
    $ 126,880     $
    $ 126,880     $
 

 

          Fair Value Measurements at December 31, 2019  
          Quoted Prices in     Significant Other     Significant  
          Active Markets for     Observable     Unobservable  
          Identical Assets     Inputs     Inputs  
    Total     (Level 1)     (Level 2)     (Level 3)  
Assets:                        
Short-term investments   $ 119,714     $
    $ 119,714     $
 
Foreign currency forward exchange contracts accounted for using hedge accounting     16      
 
      16      
 
 
Foreign currency forward exchange contracts not accounted for using hedge accounting     112      
 
      112      
 
 
                                 
    $ 119,842     $
    $ 119,842     $
 
Liabilities:                                
Interest rate swap   $ 30     $
    $ 30     $
 

 

The carrying amount of cash and cash equivalents including money market funds, short-term investments, accounts receivable, other receivables, accounts payable and accrued expenses approximates fair value due to the short terms to maturity of these instruments. The carrying amount of loans payable approximates fair value as the variable interest rates on the Companys indebtedness approximate current market rates.

 

F-17

 

 

INTER PARFUMS, INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

December 31, 2020, 2019 and 2018

(In thousands except share and per share data)

 

Foreign currency forward exchange contracts are valued based on quotations from financial institutions and the value of interest rate swaps are the discounted net present value of the swaps using third party quotes from financial institutions.

 

(6) Derivative Financial Instruments

 

The Company enters into foreign currency forward exchange contracts to hedge exposure related to receivables denominated in a foreign currency and occasionally to manage risks related to future sales expected to be denominated in a foreign currency. Before entering into a derivative transaction for hedging purposes, it is determined that a high degree of initial effectiveness exists between the change in value of the hedged item and the change in the value of the derivative instrument from movement in exchange rates. High effectiveness means that the change in the cash flows of the derivative instrument will effectively offset the change in the cash flows of the hedged item. The effectiveness of each hedged item is measured throughout the hedged period and is based on the dollar offset methodology and excludes the portion of the fair value of the foreign currency forward exchange contract attributable to the change in spot-forward difference which is reported in current period earnings. Any hedge ineffectiveness is also recognized as a gain or loss on foreign currency in the income statement. For hedge contracts that are no longer deemed highly effective, hedge accounting is discontinued and gains and losses accumulated in other comprehensive income are reclassified to earnings. If it is probable that the forecasted transaction will no longer occur, then any gains or losses accumulated in other comprehensive income are reclassified to current-period earnings. 

 

In connection with a 2015 brand acquisition, $108 million of the purchase price was paid in cash on the closing date and was financed entirely through a 5-year term loan. As the payment at closing was due in dollars and we had planned to finance it with debt in euro, the Company entered into foreign currency forward contracts to secure the exchange rate for the $108 million purchase price at $1.067 per 1 euro. This derivative was designated and qualified as a cash flow hedge.

 

Gains and losses in derivatives designated as hedges are accumulated in other comprehensive income (loss) and gains and losses in derivatives not designated as hedges are included in (gain) loss on foreign currency on the accompanying income statements. Such gains and losses were immaterial in each of the years in the three-year period ended December 31, 2020. For the years ended December 31, 2020 and 2019, interest expense includes an immaterial gain and $0.2 million, respectively, relating to an interest rate swap.

 

All derivative instruments are reported as either assets or liabilities on the balance sheet measured at fair value. The valuation of interest rate swaps resulted in a liability which is included in long-term debt on the accompanying balance sheets. The valuation of foreign currency forward exchange contracts at December 31, 2020 and December 31, 2019, resulted in an asset and is included in other current assets on the accompanying balance sheets.

 

At December 31, 2020, the Company had foreign currency contracts in the form of forward exchange contracts with notional amounts of approximately U.S. $22.4 million and GB £1.9 million, which all have maturities of less than one year.

 

F-18

 

 

INTER PARFUMS, INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

December 31, 2020, 2019 and 2018

(In thousands except share and per share data)

 

(7) Equipment and Leasehold Improvements

 

 

    December 31,  
    2020     2019  
Equipment   $ 51,060     $ 37,743  
Leasehold improvements     1,989       1,760  
      53,049       39,503  
Less accumulated depreciation and amortization     33,469       28,396  
    $ 19,580     $ 11,107  

 

Depreciation and amortization expense was $3.8 million, $3.7 million and $4.1 million in 2020, 2019, and 2018, respectively.

 

(8) Trademarks, Licenses and Other Intangible Assets

 

2020   Gross     Accumulated     Net Book  
    Amount     Amortization     Value  
Trademarks (indefinite lives)   $ 131,962     $
    $ 131,962  
Trademarks (finite lives)     47,477       74       47,403  
Licenses (finite lives)     93,248       62,262       30,986  
Other intangible assets (finite lives)     18,194       14,437       3,757  
Subtotal     158,919       76,773       82,146  
Total   $ 290,881     $ 76,773     $ 214,108  

 

2019   Gross     Accumulated     Net Book  
    Amount     Amortization     Value  
Trademarks (indefinite lives)   $ 121,001     $
    $ 121,001  
Trademarks (finite lives)     43,464       67       43,397  
Licenses (finite lives)     88,008       53,714       34,294  
Other intangible assets (finite lives)     15,436       12,145       3,291  
Subtotal     146,908       65,926       80,982  
Total   $ 267,909     $ 65,926     $ 201,983  

 

Amortization expense was $5.3 million, $5.0 million and $7.0 million in 2020, 2019 and 2018, respectively. Amortization expense is expected to approximate $5.4 million in 2021, $3.8 million in 2022 and 2023, and $3.7 million in 2024 and 2025. The weighted average amortization period for trademarks, licenses and other intangible assets with finite lives are 18 years, 15 years and 2 years, respectively, and 14 years on average.

 

F-19

 

 

INTER PARFUMS, INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

December 31, 2020, 2019 and 2018

(In thousands except share and per share data)

 

The Company reviews intangible assets with indefinite lives for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. There were no impairment charges for trademarks with indefinite useful lives in 2020, 2019 and 2018. The fair values used in our evaluations are estimated based upon discounted future cash flow projections using a weighted average cost of capital of 6.99%, 7.94%, and 6.21% as of December 31, 2020, 2019 and 2018, respectively. The cash flow projections are based upon a number of assumptions, including, future sales levels and future cost of goods and operating expense levels, as well as economic conditions, changes to our business model or changes in consumer acceptance of our products which are more subjective in nature. The Company believes that the assumptions it has made in projecting future cash flows for the evaluations described above are reasonable and currently no other impairment indicators exist for our indefinite-lived assets. However, if future actual results do not meet our expectations, the Company may be required to record an impairment charge, the amount of which could be material to our results of operations.

 

The cost of trademarks, licenses and other intangible assets with finite lives is being amortized by the straight-line method over the term of the respective license or the intangible assets estimated useful life which range from three to twenty years. If the residual value of a finite life intangible asset exceeds its carrying value, then the asset is not amortized. The Company reviews intangible assets with finite lives for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

 

Trademarks (finite lives) primarily represent Lanvin brand names and trademarks and in connection with their purchase, Lanvin was granted the right to repurchase the brand names and trademarks in 2025 for the greater of €70 million (approximately $86 million) or one times the average of the annual sales for the years ending December 31, 2023 and 2024 (residual value). Because the residual value of the intangible asset exceeds its carrying value, the asset is not being amortized.

 

(9) Accrued Expenses

 

Accrued expenses consist of the following:

 

    December 31,  
    2020     2019  
Advertising liabilities   $ 12,164     $ 25,713  
Salary (including bonus and related taxes)     14,605       16,173  
Royalties     16,966       16,646  
Due vendors (not yet invoiced)     31,698       19,196  
Retirement reserves     11,889       9,907  
Refund (return) liability     3,616       4,131  
Other     4,691       4,655  
    $ 95,629     $ 96,421  

 

(10) Loans Payable Banks

 

Loans payable banks consist of the following:

 

The Company and its domestic subsidiaries have available a $20 million unsecured revolving line of credit due on demand, which bears interest at the daily one-month LIBOR plus 2% (the one-month LIBOR was 0.14% as of December 31, 2020). The line of credit which has a maturity date of December 18, 2021 is expected to be renewed on an annual basis. Borrowings outstanding pursuant to lines of credit were zero as of December 31, 2020 and 2019.

 

The Companys foreign subsidiaries have available credit lines, including several bank overdraft facilities totaling approximately $31 million. These credit lines bear interest at EURIBOR plus between 0.5% and 0.8% (EURIBOR was minus 0.546% at December 31, 2020). Borrowings outstanding pursuant to these bank overdraft facilities were zero as of December 31, 2020 and 2019.

 

F-20

 

 

INTER PARFUMS, INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

December 31, 2020, 2019 and 2018

(In thousands except share and per share data)

 

As there were no borrowings outstanding as of December 31, 2020 and 2019, there is no weighted average interest rate on short-term borrowings as of December 31, 2020 and 2019.

 

(11) Long-term Debt

 

Long-term debt consists of the following:

 

    December 31,  
    2020     2019  
$15.0 million payable in 14 equal annual installments of $1.1 million beginning in January 2020 including interest imputed at 4.1% per annum   $ 11,208     $ 11,806  
$13.4 million term loan amended such that the loan was repaid in February 2021 plus interest at 0.85% per annum     13,498      
 
$111.0 million 5-year term loan payable in 20 equal quarterly installments plus interest at 1.2% per annum    
      11,254  
      24,706       23,060  
Less current maturities     14,570       12,326  
Total   $ 10,136     $ 10,734  

 

In June 2020, in connection with the acquisition of 25% of Divaboxs capital, the Company entered into a $13.4 million term loan, which has been amended such that the loan was repaid in full in February 2021, bearing interest at 0.85%. This loan requires the maintenance of certain financial covenants, tested annually, including a maximum coverage ratio. The Company is in compliance with all the covenants of the loan agreement. Maturities of long-term debt subsequent to December 31, 2020 are approximately $14.6 million in 2020 and $1.1 million per year thereafter through 2033.

 

(12) Commitments

 

Leases

 

The Company leases its offices, warehouses and vehicles, substantially all of which are classified as operating leases. The Company currently has no material financing leases. The Company determines if an arrangement is a lease at inception. Operating lease assets and obligations are recognized at the lease commencement date based on the present value of lease payments over the lease term.

 

In determining lease asset value, the Company considers fixed or variable payment terms, prepayments, incentives, and options to extend or terminate, depending on the lease. Renewal, termination or purchase options affect the lease term used for determining lease asset value only if the option is reasonably certain to be exercised. The Company generally uses its incremental borrowing rate based on information available at the lease commencement date for the location in which the lease is held in determining the present value of lease payments.

 

As of December 31, 2020, the weighted average remaining lease term was 5.3 years and the weighted average discount rate used to determine the operating lease liability was 3.0%. Rental expense related to operating leases was $6.2 million, $7.5 million, and $7.0 million for the years ended December 31, 2020, 2019 and 2018, respectively. Operating lease payments included in operating cash flows totaled $5.6 million and noncash additions to operating lease assets totaled $1.1 million.

 

F-21

 

 

INTER PARFUMS, INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

December 31, 2020, 2019 and 2018

(In thousands except share and per share data)

 

Maturities of lease liabilities subsequent to December 31, 2020 are as follows:

 

(In thousands)

 

2021   $ 5,568  
2022     4,958  
2023     4,228  
2024     3,999  
2025     2,857  
Thereafter     7,324  
      28,934  
Less imputed interest (based on 3.0%  weighted-average discount rate)     (2,447 )
    $ 26,487  

 

License Agreements

 

The Company is party to a number of license and other agreements for the use of trademarks and rights in connection with the manufacture and sale of its products expiring at various dates through 2033. In connection with certain of these license agreements, the Company is subject to minimum annual advertising commitments, minimum annual royalties and other commitments as follows:

 

(In thousands)

 

2021   $ 165,506  
2022     164,341  
2023     166,508  
2024     159,974  
2025     156,293  
Thereafter     586,342  
    $ 1,398,964  

 

Future advertising commitments are estimated based on planned future sales for the license terms that were in effect at December 31, 2020, without consideration for potential renewal periods. The above figures do not reflect the fact that our distributors share our advertising obligations. Royalty expense included in selling, general, and administrative expenses, aggregated $41.1 million, $53.0 million and $48.9 million, in 2020, 2019 and 2018, respectively, and represented 7.6%, 7.4% and 7.2% of net sales for the years ended December 31, 2020, 2019 and 2018, respectively.

 

(13) Equity

 

Share-Based Payments

 

The Company maintains a stock option program for key employees, executives and directors. The plans, all of which have been approved by shareholder vote, provide for the granting of both nonqualified and incentive options. Options granted under the plans typically have a six-year term and vest over a four to five-year period. The fair value of shares vested aggregated $1.7 million and $1.4 million in 2020 and 2019, respectively. Compensation cost, net of estimated forfeitures, is recognized on a straight-line basis over the requisite service period for the entire award. Forfeitures are estimated based on historic trends. It is generally the Companys policy to issue new shares upon exercise of stock options.

 

F-22

 

 

INTER PARFUMS, INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

December 31, 2020, 2019 and 2018

(In thousands except share and per share data)

 

The following table sets forth information with respect to nonvested options for 2020:

 

    Number of Shares     Weighted Average Grant
Date Fair Value
 
Nonvested options – beginning of year     514,210     $ 12.36  
Nonvested options granted     9,000     $ 12.16  
Nonvested options vested or forfeited     (169,420 )   $ 11.09  
Nonvested options – end of year     353,790     $ 12.96  

 

The effect of share-based payment expenses decreased income statement line items as follows:

    Year Ended December 31,
    2020   2019   2018
Income before income taxes   $ 3,030     $ 3,390     $ 2,200  
Net income attributable to Inter Parfums, Inc.     2,040       2,060       1,390  
Diluted earnings per share attributable to Inter Parfums, Inc.     0.06       0.07       0.04  

 

The following table summarizes stock option activity and related information for the years ended December 31, 2020, 2019 and 2018:

 

    Year ended December 31,
    2020   2019   2018
    Options  

Weighted

Average

Exercise

Price

  Options  

Weighted

Average

Exercise

Price

  Options  

Weighted

Average

Exercise

Price

Shares under option - beginning of year     815,800     $ 49.89       776,171     $ 41.33       730,980     $ 31.92  
Options granted     9,000       69.11       194,050       72.89       196,350       63.91  
Options exercised     (95,570 )     28.99       (130,891 )     34.06       (140,579 )     24.21  
Options forfeited     (16,020 )     58.38       (23,530 )     45.48       (10,580 )     37.64  
Shares under option - end of year     713,210       52.74       815,800       49.89       776,171       41.33  

 

At December 31, 2020, options for 580,715 shares were available for future grant under the plans. The aggregate intrinsic value of options outstanding is $8.7 million as of December 31, 2020 and unrecognized compensation cost related to stock options outstanding aggregated $4.4 million, which will be recognized over the next five years.

 

F-23

 

 

INTER PARFUMS, INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

December 31, 2020, 2019 and 2018

(In thousands except share and per share data)

 

The weighted average fair values of options granted by Inter Parfums, Inc. during 2020, 2019 and 2018 were $12.16, $14.14 and $14.31 per share, respectively, on the date of grant using the Black-Scholes option pricing model to calculate the fair value. 

 

The assumptions used in the Black-Scholes pricing model are set forth in the following table:

 

    Year Ended December 31,
    2020   2019   2018
Weighted-average expected stock-price volatility     25 %     25 %     27 %
Weighted-average expected option life     5.0 years       5.0 years       5.0 years  
Weighted-average risk-free interest rate     1.4 %     1.7 %     2.5 %
Weighted-average dividend yield     2.5 %     2.0 %     2.0 %

 

Expected volatility is estimated based on historic volatility of the Companys common stock. The expected term of the option is estimated based on historic data. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of the grant of the option and the dividend yield reflects the assumption that the dividend payout as authorized by the Board of Directors would maintain its current payout ratio as a percentage of earnings.

 

Proceeds, tax benefits and intrinsic value related to stock options exercised were as follows: 

 

    Year Ended December 31,
    2020   2019   2018
Proceeds from stock options exercised   $ 2,771     $ 4,458     $ 3,406  
Tax benefits   $ 400     $ 690     $ 807  
Intrinsic value of stock options exercised   $ 2,873     $ 4,520     $ 4,310  

 

The following table summarizes additional stock option information as of December 31, 2020:

 

            Options outstanding      
      Options     weighted average remaining   Options  
Exercise prices     outstanding     contractual life   exercisable  
  $23.61 - $26.40       93,220     0.95 years     93,220  
  $32.83 - $33.95       102,250     1.97 years     77,340  
  $40.15 - $46.90       151,040     2.95 years     83,540  
  $65.25 - $69.11       184,800     3.97 years     68,940  
  $73.09       181,900     5.00 years     36,380  
  Totals       713,210     3.34 years     359,420  

 

F-24

 

 

INTER PARFUMS, INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

December 31, 2020, 2019 and 2018

(In thousands except share and per share data)

 

As of December 31, 2020, the weighted average exercise price of options exercisable was $43.35 and the weighted average remaining contractual life of options exercisable is 2.63 years. The aggregate intrinsic value of options exercisable at December 31, 2020 is $6.9 million.

 

In September 2016, Interparfums SA, our 73% owned French subsidiary, approved a plan to grant an aggregate of 15,100 shares of its stock to employees with no performance condition requirement, and an aggregate of 133,000 shares to officers and managers, subject to certain corporate performance conditions. The corporate performance conditions were met and therefore in September 2019, 172,851 shares, adjusted for stock splits, were distributed. The aggregate cost of the grant of approximately $3.9 million was recognized as compensation cost on a straight-line basis over the requisite three-year service period.

 

In December 2018, Interparfums SA approved an additional plan to grant an aggregate of 26,600 shares of its stock to employees with no performance condition requirement, and an aggregate of 133,000 shares to officers and managers, subject to certain corporate performance conditions. The shares, subject to adjustment for stock splits, will be distributed in June 2022 and will follow the same guidelines as the September 2016 plan.

 

In March 2020, due to the potential impact on future net sales and operating results resulting from the COVID-19 pandemic, the estimated number of shares to be distributed, after forfeited shares, was reduced from 142,571 to 82,162. As the Company had already purchased shares in contemplation of the higher anticipated distribution, shares purchased in excess of the reduced anticipated distribution were transferred to treasury shares at the Interparfums SA level.

 

The fair value of the grant had been determined based on the quoted stock price of Interparfums SA shares as reported by the NYSE Euronext on the date of grant. The original cost of the grant was approximately $4.4 million, and the March 2020 revaluation resulted in a reduction of the cost, to approximately $2.5 million. As a result, a $0.3 million reduction of cost, net, was recorded for the three months ended March 31, 2020.

 

In June 2020, the performance conditions were modified affecting 96 employees. As of December 31, 2020, the number of shares to be distributed, after forfeited shares, increased to 132,032. The increase in shares anticipated to be distributed were transferred from treasury shares at the Interparfums SA level. The modification resulted in a revised cost of the grant to approximately $3.8 million.

 

In order to avoid dilution of the Companys ownership of Interparfums SA, all shares distributed or to be distributed pursuant to these plans are pre-existing shares of Interparfums SA, purchased in the open market by Interparfums SA.

 

All share purchases and issuances have been classified as equity transactions on the accompanying balance sheet.

 

Dividends

 

In October 2019, our Board of Directors authorized a 20% increase in the annual dividend to $1.32 per share on an annual basis. In April 2020, as a result of the uncertainties raised by the COVID-19 pandemic, the Board of Directors authorized a temporary suspension of the annual cash dividend. In February 2021, the Board of Directors authorized a reinstatement of an annual dividend of $1.00 payable quarterly. The next quarterly cash dividend of $0.25 per share is payable on March 31, 2021 to shareholders of record on March 15, 2021.

 

F-25

 

 

INTER PARFUMS, INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

December 31, 2020, 2019 and 2018

(In thousands except share and per share data)

 

(14) Net Income Attributable to Inter Parfums, Inc. Common Shareholders

 

Net income attributable to Inter Parfums, Inc. per common share (basic EPS) is computed by dividing net income attributable to Inter Parfums, Inc. by the weighted average number of shares outstanding. Net income attributable to Inter Parfums, Inc. per share assuming dilution (diluted EPS), is computed using the weighted average number of shares outstanding, plus the incremental shares outstanding assuming the exercise of dilutive stock options using the treasury stock method.

 

The reconciliation between the numerators and denominators of the basic and diluted EPS computations is as follows:

 

    Year ended December 31,  
    2020     2019     2018  
                   
Numerator for diluted earnings per share   $ 38,219     $ 60,249     $ 53,793  
Denominator:                        
Weighted average shares     31,536,659       31,451,093       31,307,991  
Effect of dilutive securities:                        
Stock options     117,885       237,607       214,380  
                         
Denominator for diluted earnings per share     31,654,544       31,688,700       31,522,371  
                         
Earnings per share:                        
Net income attributable to Inter Parfums, Inc. common shareholders:                        
Basic   $ 1.21     $ 1.92     $ 1.72  
Diluted     1.21       1.90       1.71  

 

Not included in the above computations is the effect of anti-dilutive potential common shares, which consist of outstanding options to purchase 450,000, 183,000, and 89,000 shares of common stock for 2020, 2019, and 2018, respectively.

 

(15) Segments and Geographic Areas

 

The Company manufactures and distributes one product line, fragrances and fragrance related products. The Company manages its business in two segments, European based operations and United States based operations. The European assets are located, and operations are primarily conducted, in France. Both European and United States operations primarily represent the sale of prestige brand name fragrances.

 

F-26

 

 

INTER PARFUMS, INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

December 31, 2020, 2019 and 2018

(In thousands except share and per share data)

 

Information on the Companys operations by segments is as follows:

 

    Year ended December 31,
    2020   2019   2018
Net sales:            
United States   $ 117,489     $ 173,522     $ 140,768  
Europe     422,947       542,226       537,805  
Eliminations of intercompany sales     (1,427 )     (2,234 )     (2,999 )
    $ 539,009     $ 713,514     $ 675,574  
Net income attributable to Inter Parfums, Inc.:                        
United States   $ 7,942     $ 19,365     $ 13,071  
Europe     30,241       40,840       40,877  
Eliminations     36       44       (155 )
    $ 38,219     $ 60,249     $ 53,793  
Depreciation and amortization expense including impairment loss:                        
United States   $ 3,354     $ 3,088     $ 2,711  
Europe     5,713       5,641       8,320  
    $ 9,067     $ 8,729     $ 11,031  
Interest income:                        
United States   $ 24     $ 345     $ 137  
Europe     2,971       3,501       3,820  
Eliminations     (130 )     (153 )     --  
    $ 2,865     $ 3,693     $ 3,957  
Interest expense:                        
United States   $ 604     $ 673     $ 419  
Europe     1,496       1,626       2,159  
Eliminations     (130 )     (153 )     --  
    $ 1,970     $ 2,146     $ 2,578  
Income tax expense:                        
United States   $ 1,590     $ 3,945     $ 2,264  
Europe     17,782       25,101       23,898  
Eliminations     9       30       (18 )
    $ 19,381     $ 29,076     $ 26,144  

 

    December 31,
    2020   2019   2018
Total assets:            
United States   $ 141,316     $ 166,180     $ 133,706  
Europe     758,812       670,657       684,485  
Eliminations     (9,983 )     (8,005 )     (20,362 )
    $ 890,145     $ 828,832     $ 797,829  
Additions to long-lived assets:                        
United States   $ 1,004     $ 5,851     $ 19,181  
Europe     11,259       5,643       4,188  
    $ 12,263     $ 11,494     $ 23,369  
Total long-lived assets:                        
United States   $ 40,656     $ 44,473     $ 25,753  
Europe     217,766       196,976       188,411  
    $ 258,422     $ 241,449     $ 214,164  
Deferred tax assets:                        
United States   $ 886     $ 705     $ 650  
Europe     7,106       7,241       5,023  
Eliminations     49       58       88  
    $ 8,041     $ 8,004     $ 5,761  

 

F-27

 

 

INTER PARFUMS, INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

December 31, 2020, 2019 and 2018

(In thousands except share and per share data)

 

United States export sales were approximately $71.5 million, $112.0 million and $95.1 million in 2020, 2019 and 2018, respectively. Consolidated net sales to customers by region are as follows:

 

    Year ended December 31,
    2020   2019   2018
North America   $ 193,500     $ 235,500     $ 210,600  
Europe     180,200       240,800       233,600  
Asia     79,700       110,900       113,400  
Middle East     46,800       72,600       59,300  
Central and South America     32,500       46,200       51,700  
Other     6,300       7,500       7,000  
                         
    $ 539,000     $ 713,500     $ 675,600  

 

Consolidated net sales to customers in major countries are as follows:

 

    Year Ended December 31,
    2020   2019   2018
United States   $ 187,300     $ 225,300     $ 205,000  
France   $ 37,600     $ 43,500     $ 44,000  
Russia   $ 14,100     $ 36,800     $ 35,000  
United Kingdom   $ 24,600     $ 35,800     $ 36,000  

 

(16) Income Taxes

 

The Company and its subsidiaries file income tax returns in the U.S. federal, and various states and foreign jurisdictions.

 

The Company assessed its uncertain tax positions and determined that it has no material uncertain tax position at December 31, 2020.

 

The components of income before income taxes consist of the following:

 

    Year ended December 31,
    2020   2019   2018
U.S. operations   $ 9,577     $ 23,384     $ 15,162  
Foreign operations     59,772       81,762       80,697  
                         
    $ 69,349     $ 105,146     $ 95,859  

 

F-28

 

 

INTER PARFUMS, INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

December 31, 2020, 2019 and 2018

(In thousands except share and per share data)

 

The provision for current and deferred income tax expense (benefit) consists of the following:

 

    Year ended December 31,  
    2020     2019     2018  
Current:                  
Federal   $ 1,685     $ 3,280     $ 1,629  
State and local     90       713       497  
Foreign     17,024       27,412       24,175  
      18,799       31,405       26,301  
Deferred:                        
Federal     (215 )     (3 )     113  
State and local     44       (22 )    
 
Foreign     753       (2,304 )     (270 )
      582       (2,329 )     (157 )
Total income tax expense   $ 19,381     $ 29,076     $ 26,144  

 

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows:

 

    December 31,  
    2020     2019  
Net deferred tax assets:                
Foreign net operating loss carry-forwards   $ 360     $ 362  
Inventory and accounts receivable     1,928       1,231  
Profit sharing     2,936       4,812  
Stock option compensation     718       588  
Effect of inventory profit elimination     4,443       4,630  
Other     910       214  
Total gross deferred tax assets, net     11,295       11,837  
Valuation allowance     (360 )     (361 )
Net deferred tax assets     10,935       11,476  
Deferred tax liabilities (long-term):                
Trademarks and licenses     (2,894 )     (3,472 )
Net deferred tax assets   $ 8,041     $ 8,004  

 

Valuation allowances are provided for foreign net operating loss carry-forwards, as future profitable operations from certain foreign subsidiaries might not be sufficient to realize the full amount of net operating loss carry-forwards.

 

No other valuation allowances have been provided as management believes that it is more likely than not that the asset will be realized in the reduction of future taxable income.

 

F-29

 

 

INTER PARFUMS, INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

December 31, 2020, 2019 and 2018

(In thousands except share and per share data)

 

Tax Cuts and Jobs Act

 

In December 2017, the U.S. government passed the Tax Cuts and Jobs Act (“the Tax Act”). The Tax Act made broad and complex changes to the U.S. tax code, including, but not limited to reducing the U.S. federal corporate tax rate from 35% to 21% beginning in 2018, and requiring companies to pay a one-time transition tax on certain unremitted earnings of foreign subsidiaries.

 

The Tax Act also established new tax laws that took effect in 2018, including, but not limited to: (i) the reduction of the U.S. federal corporate tax rate discussed above; (ii) a general elimination of U.S. federal income taxes on dividends from foreign subsidiaries; (iii) a provision designed to tax global intangible low-taxed income (“GILTI”); and (iv) a provision that allows a domestic corporation an immediate deduction for a portion of its foreign derived intangible income (“FDII”).

 

The Company estimated of the effect of GILTI and has determined that it has no tax liability related to GILTI as of December 31, 2020, 2019 and 2018. The Company also estimated the effect of FDII and recorded a tax benefit of approximately $0.3 million, $0.9 million and $0.6 million as of December 31, 2020, 2019 and 2018, respectively.

 

Other Tax Matters

 

The French authorities are considering that the existence of IP Suisse, a wholly-owned subsidiary of Interparfums SA, does not, in and of itself, constitute a permanent establishment and therefore Interparfums, SA should pay French taxes on all or part of the profits of that entity. The French Tax Authority notified the Company that IP Suisse will be the subject of a tax audit covering the period January 1, 2010 through December 31, 2018. No claim or assessment for any taxes or penalties has been made at this time. The Company disagrees and is prepared to vigorously defend its position. Consequently, no provision has been made in the accompanying financial statements as we believe it is more-likely-than-not that our position will be sustained based on its technical merits. Although we believe that we have sufficient arguments to support our position, there exists a risk that the French authorities may prevail. The Companys exposure in connection with this matter is approximately $5.8 million, net of recovery taxes already paid to the Swiss authorities, and excluding interest.

 

The Company is no longer subject to U.S. federal, state, and local or non-U.S. income tax examinations by tax authorities for years before 2017.

 

Differences between the United States federal statutory income tax rate and the effective income tax rate were as follows:

 

    Year ended December 31,  
    2020     2019     2018  
Statutory rates     21.0 %     21.0 %     21.0 %
State and local taxes, net of Federal benefit     0.2       0.6       0.4  
Benefit of Foreign Derived Intangible Income     (0.4 )     (0.9 )     (0.6 )
Effect of foreign taxes greater than                        
U.S. statutory rates     7.5       7.5       7.3  
Other     (0.4 )     (0.6 )     (0.8 )
Effective rates     27.9 %     27.6 %     27.3 %

 

F-30

 

 

INTER PARFUMS, INC. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

December 31, 2020, 2019 and 2018

(In thousands except share and per share data)

 

(17) Accumulated Other Comprehensive Loss

 

The components of accumulated other comprehensive loss consist of the following:

 

    Year ended December 31,  
    2020     2019     2018  
                   
Net derivative instruments, beginning of year   $ 52     $ 136     $ 37  
Net derivative instrument gain (loss), net of tax     (52 )     (84 )     99  
Net derivative instruments, end of year    
      52       136  
                         
Cumulative translation adjustments, beginning of year     (39,905 )     (33,786 )     (17,869 )
Translation adjustments     33,908       (6,119 )     (15,917 )
Cumulative translation adjustments, end of year     (5,997 )     (39,905 )     (33,786 )
                         
Accumulated other comprehensive loss   $ (5,997 )   $ (39,853 )   $ (33,650 )

 

(18) Net Income Attributable to Inter Parfums, Inc. and Transfers from the Noncontrolling Interest

 

    Year ended December 31,  
    2020     2019     2018  
                   
Net income attributable to Inter Parfums, Inc.   $ 38,219     $ 60,249     $ 53,793  
Decrease in Inter Parfums, Inc.'s additional paid-in capital for subsidiary share transactions    
      (5,167 )     (572 )
Change from net income attributable to Inter Parfums, Inc. and transfers from noncontrolling interest   $ 38,219     $ 55,082     $ 53,221  

 

F-31

 

 

Schedule II

INTER PARFUMS, INC. AND SUBSIDIARIES

 

Valuation and Qualifying Accounts

 

(In thousands)

 

Column A   Column B   Column C   Column D   Column E
        Additions        
        (1)   (2)        
            Charged to        
    Balance at   Charged to   other        
    beginning of   costs and   accounts –   Deductions –   Balance at
Description   period   expenses   describe   describe   end of period
Allowance for doubtful accounts:                    
Year ended December 31, 2020   $ 2,452       4,824       381 (d)     1,968 (a)     5,550  
Year ended December 31, 2019   $ 2,602       1,380       (41 )(d)     1,489 (a)     2,452  
Year ended December 31, 2018   $ 1,821       1,441       (91 )(d)     569 (a)     2,602  
                                         
Allowance for sales returns, net of inventory:                                        
Year ended December 31, 2020   $ 2,587       1,978       -       2,323 (b)     2,242  
Year ended December 31, 2019   $ 1,379       2,387       -       1,179 (b)     2,587  
Year ended December 31, 2018   $ 3,310       1,329       -       3,260 (b)     1,379  
                                         
Inventory reserve:                                        
Year ended December 31, 2020   $ 4,909       7,212       616 (d)     3,366 (c)     9,371  
Year ended December 31, 2019   $ 4,854       5,321       (70 )(d)     5,196 (c)     4,909  
Year ended December 31, 2018   $ 5,349       4,694       (183 )(d)     5,006 (c)     4,854  
                                         
(a) Write-off of bad debts.                                        
(b) Write-off of sales returns.                                        
(c) Disposal of inventory                                        
(d) Foreign currency translation adjustment                                        

 

See accompanying reports of independent registered public accounting firm.

 

F-32

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Inter Parfums, Inc.
   
  By: /s/ Jean Madar
  Jean Madar, Chief Executive Officer
  Date: March 1, 2021

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

 

Signature   Title   Date
         
/s/ Jean Madar   Chairman of the Board of Directors    
Jean Madar   and Chief Executive Officer   March 1, 2021
         
/s/ Russell Greenberg        
Russell Greenberg   Chief Financial and Accounting Officer and Director   March 1, 2021
         
/s/ Philippe Benacin        
Philippe Benacin   Director   February 26, 2021
         
/s/ Philippe Santi        
Philippe Santi   Director   February 26, 2021
         
/s/ François Heilbronn        
François Heilbronn   Director   February 26, 2021
         
/s/ Robert Bensoussan        
Robert Bensoussan   Director   February 26, 2021
         
/s/ Patrick Choël        
Patrick Choël   Director   February 26, 2021
         
/s/ Michel Dyens        
Michel Dyens   Director   February 26, 2021
         
/s/ Veronique Gabai-Pinsky        
Veronique Gabai-Pinsky   Director   February 26, 2021
         
/s/ Gilbert Harrison        
Gilbert Harrison   Director   February 26, 2021

 

69

 

 

Exhibit Index

 

The following document heretofore filed with the Commission is incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2016:

 

Exhibit No.   Description
3.8   Articles of Association of Parfums Rochas Spain, Limited Liability Company (Spanish with English translation)

 

The following document heretofore filed with the Commission is incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2016:

 

Exhibit No.   Description
4.33   2016 Stock Option Plan

 

The following documents heretofore filed with the Commission are incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016:

 

Exhibit No.   Description
3.6   Organizational Document of Inter Parfums (Suisse) Sarl (French original)
     
3.6.1   Organizational Document of Inter Parfums (Suisse) Sarl (English translation)
     
3.9   Amended and Restated By-laws (correction to name only)
     
10.165   Form of Option Agreement for Options Granted to Executive Officers on December 31, 2016 with Schedule of Option Holders and Options Granted

   

The following documents heretofore filed with the Commission are incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017:

 

Exhibit No.   Description
10.166   Form of Option Agreement for Options Granted to Executive Officers on December 29, 2017 with Schedule of Option Holders and Options Granted
     
10.167   Form of Option Agreement for Options Granted to Executive Officers on January 19, 2018 with Schedule of Option Holders and Options Granted

 

70

 

 

The following documents heretofore filed with the Commission are incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018:

 

Exhibit No.   Description
4.21   2004 Nonemployee Director Stock Option Plan as amended
     
4.22   2004 Stock Option Plan as amended
     
10.156   Consulting Agreement with Jean Madar Holding SAS
     
10.168   Eighth Modification of Lease for portions of 551 5th Avenue, New York, NY
     
10.168.1   Exhibits to Eighth Modification of Lease for portions of 551 5th Avenue, New York, NY
     
10.169   Fourth Amendment to Lease for 60 Stults Road, South Brunswick, NJ
     
10.171   Form of Option Agreement for Options Granted to Executive Officers on December 31, 2018 with Schedule of Option Holders and Options Granted
     
21   List of Subsidiaries
     
23   Consent of Mazars USA LLP
     
31.1   Certification Required by Rule 13a-14 of Chief Executive Officer
     
31.2   Certification Required by Rule 13a-14 of Chief Financial Officer
     
32.1   Certification Required by Section 906 of the Sarbanes-Oxley Act by Chief Executive Officer
     
32.2   Certification Required by Section 906 of the Sarbanes-Oxley Act by Chief Executive Officer
     
101   Interactive data files

 

The following document heretofore filed with the Commission is incorporated by reference to the Company’s Current Report on Form 8-K as filed on February 7, 2020:

 

Exhibit No.   Description
10.171   Form of Amendment to Consulting Agreement for Jean Madar Holding SAS

  

71

 

 

The following documents heretofore filed with the Commission are incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019:

 

Exhibit No.   Description
10.160   Consulting Agreement with Philippe Benacin Holding SAS
     
3.1.1   Restated Certificate of Incorporation dated September 3, 1987
     
3.1.2   Amendment to Restated Certificate of Incorporation dated July 31, 1992
     
3.1.3   Amendment to Restated Certificate of Incorporation dated July 9, 1993
     
3.1.4   Amendment to Restated Certificate of Incorporation, as amended, dated July 13, 1999
     
3.1.5   Amendment to Restated Certificate of Incorporation, as amended, dated July 12, 2000
     
3.1.6   Amendment to Restated Certificate of Incorporation dated August 6, 2004
     
3.3   Articles of Incorporation of Inter Parfums Holdings, S.A.
     
3.3.1   Articles of Incorporation of Inter Parfums Holdings, S.A. (English translation)
     
3.4   Articles of Incorporation of Interparfums SA
     
3.4.1   Articles of Incorporation of Interparfums SA (English translation)
     
10.25   Employment Agreement between the Company and Philippe Benacin dated July 29, 1991
     
10.26   Lease for portion of 15th Floor, 551 Fifth Avenue, New York, New York
     
10.61   Lease for 60 Stults Road, South Brunswick, NJ between Forsgate Industrial Complex, LP, and Jean Philippe Fragrances, Inc. dated July 10, 1995
     
10.61.1   Third Amendment to Lease for 60 Stults Road, South Brunswick, NJ
     
10.161   Form of Option Agreement for Options Granted to Executive Officers on December 31, 2014 with Schedule of Option Holders and Options Granted
     
10.162   Form of Option Agreement for Options Granted to Executive Officers on January 28, 2015 with Schedule of Option Holders and Options Granted
     
10.172   Form of Option Agreement for Options Granted to Executive Officers on December 31, 2019 with Schedule of Option Holders and Options Granted
     
10.173   Lease for Interparfums SA Distribution Center
     
    (confidential information in this exhibit was omitted)

 

72

 

 

Exhibit No.   Description
21   List of Subsidiaries
     
23   Consent of Mazars USA LLP
     
31.1   Certification Required by Rule 13a-14 of Chief Executive Officer
     
31.2   Certification Required by Rule 13a-14 of Chief Financial Officer
     
32.1   Certification Required by Section 906 of the Sarbanes-Oxley Act by Chief Executive Officer
     
32.2   Certification Required by Section 906 of the Sarbanes-Oxley Act by Chief Executive Officer
     
101   Interactive data files

 

The following documents heretofore filed with the Commission more than five (5) years ago are hereby filed again as exhibits to this Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2020:

 

Exhibit No.   Description   Page Nos.
3.1   Interparfums Singapore Pte. Ltd Memorandum and Articles of Association    
         
3.2   Interparfums Luxury Brands, Inc. Certificate of Incorporation    
         
10.163   Form of Option Agreement for Options Granted to Executive Officers on December 31, 2015 with Schedule of Option Holders and Options Granted    

 

The following documents are filed with this report:

 

Exhibit No.    Description   Page Nos.
21   List of Subsidiaries    
         
23   Consent of Mazars USA LLP    
         
31.1   Certification Required by Rule 13a-14 of Chief Executive Officer    
         
31.2   Certification Required by Rule 13a-14 of Chief Financial Officer    
         
32.1   Certification Required by Section 906 of the Sarbanes-Oxley Act by Chief Executive Officer    
         
32.2   Certification Required by Section 906 of the Sarbanes-Oxley Act by Chief Executive Officer    

 

73

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Exhibit 3.1

 

No. of Company:  201008907C

 

The Companies Act (Cap. 50)

 

PRIVATE COMPANY LIMITED BY SHARES

 

Memorandum

 

And

 

Articles of Association

 

Of

 

INTERPARFUMS SINGAPORE PTE. LTD.

 

Incorporated on the 26th day of April 2010

 

ASA Corporate Services Pte. Ltd.

55 Market Street #08-01

Singapore 048941

Tel: 6311 0030

Fax: 6311 0058

 

E-mail:  enquiries@asalliance.com.sg

 

Lodged in the Office of the Registrar of Companies,

Accounting and Corporate Regulatory Authority, Singapore

 

 

 

 

 

The Companies Act (Cap. 5)

 

PRIVATE COMPANY LIMITED BY SHARES

 

MEMORANDUM OF ASSOCIATION

 

of

 

INTERPARFUMS SINGAPORE PTE. LTD.

 

 

 

NAME

 

1. The name of the Company is INTERPARFUMS SINGAPORE PTE. LTD.

 

REGISTERED OFFICE

 

2. The registered office of the Company will be situated in the Republic of Singapore.

 

LIABILITY OF MEMBERS

 

3. The liability of the members is limited.

 

PRINCIPAL ACTIVITIES

 

4. The Company shall have full capacity to carry on or undertake any business or activity, to do all things, any act or enter into any transaction and shall have full power to exercise all or any of the powers, rights and privileges thereof, subject to the provisions of the Companies Act, Cap. 50 and any other written law for the time being applicable to it.

 

2

 

 

SUBCRIBER

 

5. We, whose name and address are hereunto subscribed are desirous of being formed into a company in pursuance of this Memorandum of Association and we agree to take the number of shares in the capital of the Company set opposite our name.
         
NAME, ADDRESS AND DESCRIPTION   NUMBER OF SHARE TAKEN    
OF SUBSCRIBER   BY SUBSCRIBER   CURRENCY 
           
           
Name: Inter Parfums, S.A.   One (1)   Singapore
          Dollars
           
Address: 4 rond-point des Champs        
  Elysees F – 75008        
  Paris, France        
           
Description: Company Incorporated in Paris, France

 

Philippe Benacin, CEO of Inter Parfums, S.A.

 

acting for and on behalf of Inter Parfums, S.A. pursuant to the Power of Attorney dated

 

/s/ Philippe Benacin    
(signature)   [inter parfums sa seal]

 

Witness to the above signature

 

Name:

 

(Notary Public) [/s/ unintelligible]

         
         
     Total number of share(s) taken One (1)    
         

 

Dated this 22nd day of April 2010

 

3

 

 

interparfums

 

POWER OF ATTORNEY

 

BY THIS POWER OF ATTORNEY given on the 22nd day of April 2010, Inter Parfums, S.A., a company incorporated in Paris, France and having its registered office at 4 rond-point des Champs, Elysees F-75008, Paris, France hereby appoints Mr. Philippe Benacin, Passport no. 09AR50223 of 17 April 2009 (hereinafter called “the Attorney”), its true and lawful attorney and the attorney be and is hereby authorized to subscribe on behalf of Inter Parfums, S.A. to the Memorandum and Articles of Associate of a company to be incorporated in Singapore and to be known as Interparfums Singapore Pte. Ltd. (the “Company”) for one ordinary share valued at S$1.00 in the capital of the Company and to sign any other documents requiring execution by Inter Parfums, S.A. relating to the incorporation of such Company.

 

The Common Seal of )  
INTER PARFUMS, S.A, )  
Was hereunto affixed in the )  
presence of: ) /s/ Philippe Santi
     
[/s/ notary- unintelligible]   Director

 

4

 

 

The Companies Act (Cap. 50)

 

PRIVATE COMPANY LIMITED BY SHARES

 

ARTICLES OF ASSOCIATION

 

of

 

INTERPARFUMS SINGAPORE PTE. LTD.

 

 

 

PRELIMINARY

 

1. Table ‘A’ excluded

 

The regulations contained in Table A in the Fourth Schedule to the Companies Act (Cap. 50) shall not apply to the Company, except so far as the same are repeated or contained in these Articles.

 

2. Definitions

 

In these Articles, unless the context otherwise requires:

 

  “the Act” means the Companies Act (Cap. 50) or any statutory modification thereof for the time being in force;

 

  “Articles” means these Articles of Association in their original form or as amended from time to time;

 

  “Company” means the abovenamed Company by whatever name from time to time called;

 

   “Directors” or  
  “the Board” means the Directors for the time being of the Company as a body or a quorum of the Directors present at a meeting of the Directors;

 

  “dividend” includes bonus;

 

  “member” means a member of the Company;

 

  “month” means a calendar month;

 

  “office” means the registered office of the Company;

 

5

 

 

  “permitted   
  alternative form”  includes electronic mail, facsimile, telex, website hyperlinks and such other means of electronic communication as may be agreed to by the Company and its members from time to time; 
     
  “seal” means the common seal of the Company;

 

  “Secretary” means any person appointed to perform the duties of a secretary of the Company and includes Deputy Secretary or an Assistant Secretary;

 

  “Statutes” means the Act and every other Act being in force concerning companies and affecting the Company;

 

  “treasury shares” means an issued share of the Company which was (or is treated as having been) purchased by the Company in circumstances which section 76H of the Act applies and has since such purchase been continuously held by the Company;

 

  "$" refers to the lawful currency of Singapore;

 

expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography and other modes of representing or reproducing words in a visible form;

 

words or expressions contained in these Articles shall be interpreted in accordance with the provision of the Interpretation Act (Cap. 1) and of the Act;

 

word denoting the singular number only shall include the plural number and vice versa; words denoting the masculine gender only shall include the feminine and neuter genders; words denoting persons shall include corporations and other bodies of persons; and

 

the marginal notes in these Articles are inserted for convenience and reference only and are in no way designed to limit or circumscribe the scope of these Articles.

 

6

 

 

PRIVATE COMPANY

 

3. The Company is a private company, and accordingly:

 

  (a) The number of the members of the Company (not including persons who are in the employment of the Company, and persons who, having been formerly in the employment of the Company, were while in that employment, and have continued after the determination of that employment to be, members of the Company) shall be limited to 50, provided that where two or more persons hold one or more shares in the Company jointly they shall, for the purposes of this Article, be treated as a single member; and

 

  (b) the right to transfer the shares of the Company shall be restricted in the manner hereinafter appearing.

 

BUSINESS

 

4. Business of Company

 

Any branch or kind of business which by the Memorandum of Association of the Company or these Articles is either expressly or by implication authorized to be undertaken by the Company may be undertaken by the Directors at such time or times as they shall think fit and further may be suffered by them to be in abeyance whether such branch or kind of business may have been actually commenced or not, so long as the Directors may deem it expedient not to commence or proceed with such branch or kind of business.

 

SHARES

 

5. Issue of shares

 

  (1) No shares shall be issued by the Directors without the prior approval of the Company in general meeting.

 

  (2) Unless otherwise determined by the Company by special resolution or otherwise agreed by the holders of all the shares for the time being issued, all shares shall before issue be offered for subscription to the members in proportion as nearly as the circumstances will admit to the number of shares then held by them.  Any such offer shall be made by notice specifying the number and class of shares and the price at which the same are offered and limiting the time (not being less than 28 days, unless the member to whom the offer is to be made otherwise agrees) within which the offer if not accepted will be deemed to be declined.

 

7

 

 

  (3) Subject as aforesaid, all new shares to be issued by the Company shall be at the disposal of the Directors and they may allot or grant options over or otherwise deal with or dispose of the same to such persons, at such times, and generally on such terms as they think proper.

 

  (4) Without prejudice to any special rights or privileges attached to any then existing shares in the capital of the Company, any share may be issued upon such terms and conditions, and with such rights and privileges attached thereto, as the Company by special resolution may direct or, if no such direction be given, as the Directors shall determine, and in particular such shares may be issued with preferential, qualified or deferred right to dividends and in the distribution of assets of the Company, and with a special or restricted right of voting, and any preference share may be issued on the terms that it is, or at the option of the Company, liable to be redeemed.

 

6. Variation of rights

 

If at any time the issued share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class, or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of the class.  To every such separate general meeting the provisions of these Articles relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be two persons at least holding or representing by proxy one-third of the issued shares of the class and that any holder of shares of the class present in person or by proxy may demand a poll.  Provided always that where the necessary majority for such a special resolution is not obtained at the meeting, consent in writing if obtained from the holders of three-fourths of the issued shares of the class concerned within two months of the meeting shall be as valid and effectual as a special resolution carried at the meeting.

 

7. Repurchase of shares

 

Subject to and in accordance with the provisions of the Act, the Company may purchase or otherwise acquire shares issued by it on such terms as the Company may think fit and in the manner prescribed by the Act.  Unless as permitted under Article 8 hereof, all shares repurchased by the Company shall be deemed to be cancelled on purchase or acquisition by the Company.  In the cancellation of any share as aforesaid, the rights and privileges attached to that share shall expire.  In any other instance, the Company may hold or deal with any such share so purchased or acquired by it in such manner as may be permitted by, and in accordance with, the Act.

 

8

 

 

8. Treasury shares

 

The Company may hold or deal with its treasury shares in the manner authorized by, or prescribed pursuant to, the Act.  The treasury shares shall have no voting rights and shall not be entitled to any dividend or other distribution (whether in cash or otherwise) of the Company’s assets (including any distribution of assets to members on a winding up) that may be made by the Company.

 

9. Power to charge interest on capital

 

Where any shares are issued for the purpose of raising money to defray the expenses of the construction of any works or buildings, or the provision of any plant which cannot be made profitable for a lengthened period, the Company may pay interest on so much of that issued capital as is for the time being paid up for the period and subject to the conditions and restrictions mentioned in the Act may charge the same to capital as part of the cost of the construction of the works or buildings or the provision of the plant.

 

10. Power to pay commission and brokerage

 

The Company may exercise the powers of paying commissions on any issue of shares at such rate or amount and in such manner as the Directors may deem fit.  Such commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in one way and partly in the other.  The Company may also on any issue of shares pay such brokerage as may be lawful.

 

11. No trust recognized

 

Except as required by law, no person shall be recognized by the Company as holding any share upon any trust, and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or unit of a share or (except only as by these Articles or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.

 

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SHARE CERTIFICATES

 

12. Entitlement to certificate

 

Every person whose name is entered as a member in the Register of Members shall be entitled without charge to receive within two months after allotment or one month after the lodgment of transfer one certificate for all his shares of any one class, or upon payment of $2.00 (or such lesser sum as the Directors may from time to time determine) several certificates in reasonable denominations in respect of shares of any one class.  Where a member transfers part only of the shares comprised in a certificate, one new certificate for the balance of such shares shall be issued in lieu of the old certificate without charge.  In the case of a share held jointly by several persons the Company shall not be bound to issue more than one certificate and delivery thereof to one of several joint holders shall be sufficient delivery to all such holders.

 

13. Form of share certificate

 

Every certificate of title to shares shall be issued under the seal in such form as the Directors shall from time to time prescribe, shall bear the autographic or facsimile signatures of either two Directors or one Director and the Secretary or some other person appointed by the Directors and shall specify the number and class of shares to which it relates and the amounts paid and the amounts (if any) unpaid thereon.  Every certificate of title to debentures shall bear the autographic or facsimile signature of a Director.

 

14. Replacement of certificate

 

Subject to the provisions of the Act, if any share certificate shall be defaced,  worn out, destroyed, lost or stolen, it may be renewed on such evidence being produced and such letter of indemnity (if any) being given as the Directors of the Company may require, and in the case of defacement or wearing out on delivery of the old certificate and in any case on payment of such sum not exceeding $2.00 as the Directors may from time to time require.  In the case of the certificate being destroyed, lost or stolen a shareholder or person entitled to whom such renewed certificate is given shall also bear the loss and pay to the Company all expenses incidental to the investigations by the Company of the evidence of such destruction or loss.

 

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JOINT HOLDERS OF SHARES

 

15. Rights and liabilities of joint holders

 

Where two or more persons are registered as the holders of any share they shall be deemed to hold the same as joint tenants with benefit of survivorship subject to the following provisions:

 

  (a) the Company shall not be bound to register more than three persons as the holders of any share, except in the case of executors or trustees of a deceased shareholder;

 

  (b) the joint holders of a share shall be liable severally as well as jointly in respect of all payments which ought to be made in respect of such share;

 

  (c) on the death of any one of such joint holders the survivor or survivors shall be the only person or persons recognised by the Company as having any title to such share but the Directors may require such evidence of death as they may deem fit;

 

  (d) any one of such joint holders may give effectual receipts for any dividend payable to such joint holders; and

 

  (e) only the person whose name stands first in the Register as one of the joint holders of any share shall be entitled to delivery of the certificate relating to such share or to receive notices from the Company and any notice given to such person shall be deemed notice to all the joint holders.

 

16. Company’s lien

 

The Company shall have a first and paramount lien on shares registered in the name of a member (whether fully paid or not) and on dividends from time to time declared in respect of such shares for all moneys due to the Company from him or his estate either alone or jointly with any other person whether a member or not and whether such moneys are presently payable or not.

 

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17. Sale of shares subject to lien

 

The Company may sell, in such manner as the Directors think fit, any shares on which the Company has a lien, but no sale shall be made unless a sum in respect of which the lien exists is presently payable, nor until the expiration of 14 days after a notice in writing, stating and demanding payment of such part of the amount  in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share, or the person entitled thereto by reason of his death or bankruptcy.

 

18. Rights of purchaser of such shares

 

To give effect to any such sale the Directors may authorise some person to transfer the shares sold to the purchaser thereof.  The purchaser shall be registered as the holder of the shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

 

19. Application of proceeds of such sale

 

The proceeds of the sale shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable and accrued interest and expenses, and the residue, if any, shall be paid to the person entitled to the shares at the date of the sales, or, his executors, administrators or assignees or as he may direct.

 

CALLS ON SHARES

 

20. Calls on shares

 

The Directors may from time to time make calls upon the members in respect of any money unpaid on their shares and not by the conditions of allotment thereof made payable at fixed times, provided that no call shall be payable at less than one month from the date fixed for the payment of the last preceding call, and each member shall (subject to receiving at least 14 days’ notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares.  A call may be revoked or postponed as the Directors may determine.

 

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21. Time when made

 

A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed and may be required to be paid by installments.

 

22. Interest on unpaid calls

 

If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate not exceeding 8 per cent per annum as the Directors may determine, but the Directors shall be at liberty to waive payment of that interest wholly or in part.

 

23. Sum due on allotment

 

Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, shall for the purposes of these Articles be deemed to be a call duly made and payable on the date on which by the terms of issue the same becomes payable, and in case of non-payment all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture, or otherwise shall apply as if the sum had become payable by virtue of a call duly made and notified.

 

24. Rights of member suspended until calls are duly paid

 

No member shall be entitled to receive any dividend or to be present or vote at any meeting or upon a poll, or to exercise any privilege as a member until he shall have paid all calls for the time being due and payable on every share held by him, whether alone or jointly with any other person, together with interest and expenses (if any).

 

25. Power to differentiate

 

The Directors may, on the issue of shares, differentiate between the holders as to the amount of calls to be paid and the times of payment.

 

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26. Payment in advance of calls

 

The Directors may, if they think fit, receive from any member willing to advance the same all or any part of the money uncalled and unpaid upon any shares held by him, and upon all or any part of the money so advanced may (until the same would, but for the advance, become payable) pay interest at such rate not exceeding (unless the Company in general meeting shall otherwise direct) 8 per cent per annum as may be agreed upon between the Directors and the member paying the sum in advance.  Capital paid on shares in advance of calls shall not, whilst carrying interest, confer a right to participate in profits.

 

TRANSFER OF SHARES

 

27. Form of transfer

 

Subject to these Articles any member may transfer all or any of his shares.  Every transfer must be in writing and in the usual form or in any form approved by the Directors.  The instrument of transfer of a share shall be signed both by the transferor and by the transferee and be witnessed.  The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register of Members in respect thereof.  Shares of different classes shall not be comprised in the same instrument of transfer.

 

28. Retention of transfers

 

All instruments of transfer which shall be registered shall be retained by the Company but any instrument of transfer which the Directors may refuse to register shall (except in any case of fraud) be returned to the party presenting the same.

 

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29. Right to decline to accept transfer

 

The Directors may decline to accept any instrument of transfer unless:-

 

  (a) such fee not exceeding $2.00 as the Directors may from time to time determine is paid to the Company in respect thereof;

 

  (b) the instrument of transfer is duly stamped in accordance with any law for the time being in force relating to stamp duty;

 

  (c) the instrument of transfer is deposited at the office or at such other place (if any) as the Directors may appoint accompanied by a certificate of payment of stamp duty (if any), the certificates of the shares to which the transfer relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer and, if the instrument of transfer is executed by some other person on his behalf, the authority of the person so to do; and

 

  (d) such fee not exceeding $2.00 as the Directors may from time to time determine is paid to the Company in respect of the registration of any probate, letters of administration, certificate of marriage or death, power of attorney or any document relating to or affecting the title to the shares.

 

30. Infant, bankrupt or person of unsound mind

 

No share shall in any circumstances be transferred to any infant or bankrupt or person of unsound mind.

 

31. Pre-emption rights

 

  (1) Unless otherwise agreed by the holders of all the shares for the time being issued, any person proposing to transfer a share (hereinafter called “the proposing transferor”) shall give notice in writing (hereinafter called “a transfer notice”) to the Company that he desires to transfer the same.  Such notice shall specify the sum he fixes as the fair value and shall constitute the Company his agent for the sale of the share to the other members in proportion to their shareholding in the Company (hereinafter called “the purchasing member”) at the price so fixed or at the option of the purchasing member at the fair value to be fixed by the auditors of the Company in accordance with Article 31(4) hereof.

 

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  (2) A transfer notice may include several shares and in such case shall operate as if it were a separate notice in respect of each.  A transfer notice shall not be revocable except with the sanction of the Directors.

 

  (3) If the Company shall within 28 days after being served with a transfer notice find a purchasing member and shall give notice thereof to the proposing transferor, he shall be bound upon payment of the fair value as fixed in accordance with paragraph (1) or (4) of this Article 31 to transfer the share to the purchasing member.

 

  (4) In case any difference arises between the proposing transferor and the purchasing member as to the fair value of a share, the auditors shall on the application of either party certify in writing the sum which in their opinion is the fair value and such sum shall be deemed to be the fair value and in so certifying the auditors shall be considered to be acting as experts and not as arbitrators and accordingly the Arbitration Act (Cap. 10) shall not apply.  The interval between the date of the application to the auditors and the date of their certificate shall not be taken into consideration in calculating the period referred to in the preceding paragraph.

 

  (5) If in any case the proposing transferor after having become bound as aforesaid makes default in transferring the share, the Company may receive the purchase money and the proposing transferor shall be deemed to have appointed any one Director or the Secretary of the Company as his agent to execute a transfer of the share to the purchasing member, and upon the execution of such transfer the Company shall hold the purchase money in trust for the proposing transferor.  The receipt of the Company for the purchase money shall be a good discharge to the purchasing member, and after his name has been entered in the Register of Members in purported exercise of the aforesaid power the validity of the proceedings shall not be questioned by any person.

 

  (6) If the Company shall not within the period referred to in paragraph (3) of this Article 31 find a purchasing member and give notice in the manner aforesaid the proposing transferor shall at any time within three months afterwards be at liberty, subject to Article 29 hereof, to sell and transfer the share (or where there are more shares than one, those not placed) to any person and at a price which is not less than that specified by him in the transfer notice.

 

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32. Directors’ right to refuse transfer of shares

 

The Directors may refuse to register the transfer of any share:-

 

  (a) if the share has not been fully paid or is subject to a lien; or

 

  (b) if the provisions of these Articles relating to the transfer of shares have not been compiled with.

 

33. Directors to give reasons for refusal to transfer

 

If the Directors shall refuse to register the transfer of any share they shall within one month of the date on which the application for transfer was made serve on the transferor and transferee a notice in writing stating the reasons justifying the refusal to transfer and a notice of refusal as required by the Act.

 

34. Register of Transfers

 

The Company shall maintain a Register of Transfers which shall be kept under the control of the Directors, and in which shall be entered the particulars of every transfer of shares.  The Register of Transfers may be closed at such times and for such periods as the Directors may from time to time determine provided always that it shall not be closed for more than 30 days in the aggregate in any year.

 

TRANSMISSION OF SHARES

 

35. Transmission on death

 

In case of the death of a member the survivor or survivors where the deceased was a joint holder, and the legal personal representatives of the deceased where he was a sole holder, shall be the only persons recognized by the Company as having any title to his interest in the shares; but nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him with other persons.

 

36. Persons becoming entitled on death or bankruptcy of a member may be registered

 

Any person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon such evidence being produced as may from time to time properly be required by the Directors and subject as hereinafter provided, elect either to be registered himself as holder of the share or to have some person nominated by him registered as the transferee thereof, but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by that member before his death or bankruptcy.

 

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37. Rights of persons becoming entitled or death or bankruptcy of member

 

If the person so becoming entitled elects to be registered himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects.  If he elects to have another person registered he shall testify his election by executing to that person a transfer of the share.  All the limitations, restrictions, and provisions of these Articles relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy of the member had not occurred and the notice or transfer were a transfer signed by that member.

 

38. Rights of unregistered executors and trustees

 

Where the registered holder of any share dies or becomes bankrupt his personal representative or the assignee of his estate, as the case may be, shall upon the production of such evidence as may from time to time be properly required by the Directors in that behalf, be entitled to the same dividends and other advantages, and to the same rights (whether in relation to meetings of the Company, or to voting , or otherwise), as the registered holder would have been entitled to if he had not died or become bankrupt; and where two or more persons are jointly entitled to any share in consequence of the death of the registered holder they shall, for the purposed of these Articles be deemed to be joint holders of the share.

 

FORFEITURE OF SHARES

 

39. Notice requiring payments of calls

 

If a member fails to pay any call or installment of a call on the day appointed for payment thereof, the Directors may, at any time thereafter during such time as any part of the call or installment remains unpaid serve a notice on him requiring payment of so much of the call or installment as is unpaid, together with any interest which may have accrued.

 

40. Notice to state time and place

 

The notice shall name a further day (not earlier than the expiration of 14 days from the date of service of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed the shares in respect of which the call was made will be liable to be forfeited.

 

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41. Forfeiture on non-compliance with notice

 

If the requirements of any such notice as aforesaid are not compiled with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Directors to that effect.  Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture.

 

42. Sale or disposition of forfeited shares

 

A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit.

 

43. Rights and liabilities of persons whose shares have been forfeited

 

A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstanding, remain liable to pay to the Company all money which, at the date of forfeiture, was payable by him to the Company in respect of the shares (together with interest at the rate of 8 per cent per annum from the date of forfeiture on the money for the time being unpaid if the Directors think fit to enforce payment of such interest),  but his liability shall cease if and when the Company receives payment in full of all such money in respect of the shares.

 

44. Title to shares forfeited

 

A statutory declaration in writing that the declarant is a Director or the Secretary of the Company, and that a share in the Company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share.

 

45. Powers of Company on disposition of forfeited shares

 

Any share so forfeited shall be deemed to be the property of the Company.  The Company may receive the consideration, if any, given for a forfeited share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and he shall thereupon be registered as the holder of the share, and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale, or disposal of the share.

 

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46. Articles as to forfeiture applicable to non-payment on shares

 

The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, as if the same had been payable by virtue of a call duly made and notified.

 

CONVERSION OF SHARES INTO STOCK

 

47. Power to convert into stock

 

The Company may by ordinary resolution passed at a general meeting convert any paid-up shares into stock and reconvert any stock into paid-up shares.

 

48. Transfer of stock

 

The holders of stock may transfer the same or any part thereof in the same manner and subject to the same Articles as the shares from which the stock arose might previously to conversion have been transferred or as near thereto as circumstances admit; but the Directors may from time to time fix the minimum amount of stock transferable and restrict or forbid the transfer of fractions of that minimum.

 

49. Rights of stockholders

 

The holders of stock shall according to the number of the stock units held by them have the same rights, privileges and advantages as regards dividends, voting at meetings of the Company and other matters as if they held the shares from which the stock arose, but no such privilege or advantage (except participation in the dividends and profits of the Company and in the assets on winding up) shall be conferred by any such aliquot part of stock which would not if existing in shares have conferred that privilege or advantage.

 

50. Interpretation

 

Such of the Articles of the Company as are applicable to paid-up shares shall apply to stock, and the words “share” and “shareholder” therein shall include “stock” and “stockholder”.

 

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ALTERATION OF CAPITAL

 

51. Power to consolidate, cancel, subdivide shares and convert class of shares

 

The Company may from time to time by ordinary resolution do one or more of the following:-

 

  (a) Consolidate and divide all or any of its share capital;

 

  (b) subject to the provisions of these Articles and the Act, convert any class of shares into any other class of shares; and

 

  (c) cancel shares which at the date of the passing of the resolutions in that behalf have not been taken or agreed to be taken by any person or which have been forfeited.

 

52. Power to reduce share capital

 

The Company may by special resolution reduce its share capital in any manner and subject to, any incident authorized, and consent required by law.

 

GENERAL MEETINGS

 

53. Annual General Meeting

 

Unless dispensed with in accordance with the Act, an annual general meeting of the Company shall be held in each calendar year or at such time as may be permitted by the Act.  All general meetings other than the annual general meetings shall be called extraordinary general meetings.

 

54. Calling extraordinary general meetings

 

Any Director may whenever he thinks  fit convene an extraordinary general meeting, and extraordinary general meetings shall be convened on such requisition or in default may be convened by such requisitionists as provided by the Act.

 

55. Time and place of meeting

 

The time and place of any meeting shall be determined by the convenors of the meeting.

 

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NOTICE OF GENERAL MEETINGS

 

56. (1)   Notice of Meetings

 

Subject to the provisions of the Act as to special resolutions and agreements for shorter notice, a meeting of the Company shall be called by 14 days’ notice in writing at the least.

 

  (2) Period and form of notice

 

The notice shall be exclusive of the day on which it is served or deemed to be served  and inclusive of the day for which it is given and  shall specify the place,  the day and the hour of the meeting and in case of special business the general nature of the business.

 

  (3) Notice of right to appoint proxies

In every notice calling a meeting there shall appear with reasonable prominence a statement that a member entitled to attend and vote is entitled to appoint not more than two proxies to attend and vote instead of him and that a proxy need not also be a member.

 

57. Special business

 

All business shall be special that is transacted at an extraordinary general meeting, and also all that is transacted at an annual general meeting, with the exception of declaring a dividend, the consideration of the accounts, balance-sheets and the reports of the Directors and auditors and the appointment and fixing of the remuneration of the auditors.

 

58. (1)   Persons who should be given notice

 

Notice of every general meeting shall be given in any manner authorized by these Articles to:

 

  (a) every member holding shares conferring the right to attend and vote at the meeting;

 

  (b) the Directors (including alternate Director) of the Company; and

 

  (c) the auditors of the Company.

 

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  (2) Notice given to debenture holders when necessary

 

No other person shall be entitled to receive notices of general meetings; provided that if the meeting be called for the alteration of the Company’s objects, the provisions of the Act regarding notices to debenture holders shall be compiled with.

 

  (3) Accidental omission to give and non-receipt of notice

 

The accidental omission to give notice of a meeting to or the non-receipt of notice of a meeting by any person entitled to receive notice shall not invalidate the proceedings at the meeting.

 

PROCEEDINGS AT GENERAL MEETING

 

59. Quorum

 

No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business.  Where the Company has only one member, that sole member shall constitute a quorum for any general meeting.  Save as herein otherwise provided, two members shall form a quorum.

 

For the purposes of this Article “member” includes a person attending as a proxy or as representing a corporation or a limited liability partnership which is a member, and joint holders of any share shall be treated as one member.

 

60. Adjournment if quorum not present

 

If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week at the same time and place as the original meeting, or to such other day and at such other time and place as the Directors may determine.

 

61. Chairman

 

The Chairman, if any, of the Board of Directors shall preside as Chairman at every general meeting of the Company, or if there is no such Chairman, or if he is not present within 10 minutes after the time appointed for the holding of the meeting or is unwilling to act, the Deputy Chairman shall preside as Chairman of the meeting.  If there is no such Deputy Chairman present at the meeting and willing to act as Chairman the members present shall appoint a Direct as Chairman of the meeting or if no Director is present or if all Directors present are unwilling to act, the members present shall elect one of their number to be Chairman of the meeting.

 

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62. Adjournment

 

The Chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.  When a meeting  is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.  Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

 

63. Method of voting

 

At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless before or on the declaration of the result of the show of hands a poll is demanded:

 

  (a) by the Chairman;

 

  (b) by at least three members present in person or by proxy;

 

  (c) by any member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or

 

  (d) by a member or members holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total number sum paid up on all the shares conferring that right; unless a poll is so demanded by the Chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.  The demand for a poll may be withdrawn.

 

64. Taking a poll

 

If a poll is duly demanded it shall be taken in such manner and either at once or after an interval or adjournment or otherwise as the Chairman directs, and the result of the poll shall be the resolution of the meeting at which the poll was demanded.  No poll shall be demanded on the election of a Chairman of a meeting and a poll demanded on a question of adjournment shall be taken at the meeting and without adjournment.

 

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65. Other business to proceed

 

The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll has been demanded.

 

66. Error in counting of votes

 

If at any general meeting any votes shall be counted which ought not to have been counted or might have been rejected, the error shall not vitiate the result of the voting unless it be pointed out at the same meeting, and be of sufficient magnitude to vitiate the result of the voting.

 

67. Resolution by written means

 

Subject to the provisions of the Act, any resolution may be passed by written means or such other permitted alternative form in accordance with these Articles provided that where:

 

  (a) a resolution is stated to be a special resolution, it must have been formally agreed to on any date by one or more members of the Company who on that date represent at least 75% of the total voting rights of all members who on that date would have the right to vote on that resolution at a general meeting of the Company; and

 

  (b) the resolution does not state that it is a special resolution, it must have been formally agreed on any date by one or more members of the Company who on that date represent a majority of the total voting rights of all members who on that date would have the right to vote on that resolution at a general meeting of the Company.

 

For the purpose of this Article, a member shall be deemed to have formally agreed to a resolution if the document received from the member is (i) in legible form or a permitted alternative form; (ii) indicates that the member has agreed to the resolution; and (iii) includes the text of the resolution or refers to the resolution being agreed to.

 

68. Voting rights of members

 

Subject to any rights or restrictions for the time being attached to any class or classes of shares, at a meeting of members or classes of members each member entitled to vote may vote in person or by proxy or by attorney.  On a show of hands every member present in person or by proxy shall have one vote.  Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a poll every member present in person or by proxy shall have one vote for each share he holds.

 

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69. Chairman’s casting vote

 

In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote in addition to the vote or votes to which he may be entitled as a member.

 

70. Voting rights of joint holders

 

In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders; and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members.

 

71. Corporation and limited liability partnerships acting by representatives

 

Any corporation or limited liability partnership which is a member of the Company may by resolution of its Directors or other governing body authorise any person to act as its representative at any general meeting of the Company or of any class of members of the Company and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation or limited liability partnership as a corporation  or limited liability partnership would exercise if it were personally present at the meeting.

 

72. Right to vote

 

Every member (other than a holder of treasury shares) shall be entitled to be present and to vote at any general meeting either personally or by proxy in respect of any shares upon which all calls due to the Company have been paid.

 

73. Objections

 

No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes.  Any such objection made in due time shall be referred to the Chairman of the meeting, whose decision shall be final and conclusive.

 

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74. Appointment of proxies

 

A member may appoint not more than two proxies to attend at the same meeting.  Where a member appoints more than one proxy, he shall specify the proportion of his shareholding to be represented by each proxy.  The instrument appointing a proxy or representative shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney dully authorized or, if the appointor is a limited liability partnership under the hand of an officer or attorney duly authorised.  A proxy or representative may but need not be a member of the Company.  The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.  The instrument appointing a proxy shall be in the common form or in such other form as the Directors may from time to time approve.

 

75. Deposit of instrument appointing a proxy

 

The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a certified copy thereof shall be deposited at the registered office of the Company, or at such other place in Singapore as is specified for that purpose in the notice convening the meeting, not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid.

 

76. Intervening death or insanity of principal not to revoke proxy

 

A vote given in accordance with the terms of an instrument of proxy or attorney shall be valid notwithstanding the previous death or unsoundness of mind of the principal or revocation of the instrument or of the authority under which the instrument was executed, or the transfer of the share in respect of which the instrument is given, if no intimation in writing of such death, unsoundness of mind, revocation, or transfer as aforesaid has been received by the Company at the registered office before the commencement of the meeting or adjourned meeting at which the instrument is used.

 

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DIRECTORS

 

77. Number of Directors

 

The minimum number of Directors shall be one.  All the Directors of the Company shall be natural persons.

 

78. Director need not be a member of Company

 

A Director need not be a member of the Company, but shall be entitled to receive notice of and to attend all general meetings of the Company.

 

79. Directors fees

 

The fees payable to Directors shall from time to time be determined by the Company in general meeting.  Such fees shall be divided amongst the Directors in such proportions and in such manner as they may agree and in default of agreement equally, except that in the latter event any  Director who shall hold office for part only of the period in respect of which such fees are payable shall be entitled to rank in such division for the proportion of the fees related to the period during which he has held office.

 

80. Expenses

 

The Directors may be paid all traveling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Directors or any committee of the Directors or general meetings of the Company or in connection with the business of the Company.

 

81. Extra remuneration

 

Any Director who is appointed to any executive office or serves on any committee or who otherwise performs or renders services which, in the opinion of the Directors, are outside his ordinary duties as a Director, may be paid such remuneration as the Directors may determine.

 

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82. (1) Declaration of Director’s interest in transaction with Company

 

A Director who is in any way whether directly or indirectly interested in a transaction or proposed transaction with  the Company shall declare the nature of his interest at a meeting of the Directors in accordance with the Act, but notwithstanding his interest he may vote and be counted in the quorum present at any meeting of the Directors.

 

  (2) Declaration of Director’s conflict of interest

 

A Director who holds any office or possesses any property whereby whether directly or indirectly duties or interests might be created in conflict with his duties or interests as Director shall declare the fact and the  nature, character and extent of the  conflict at  a meeting of the Directors of the Company in accordance with the Act.

 

(3) Power of Director to hold office of profit and to contract with Company

 

A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine.  No Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as a vendor, purchaser or otherwise.  No such contract and no contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested shall be liable to be avoided nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realized by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established.

 

(4) Holding of office in other companies

 

A Director of the Company may become or continue to be a director or other officer of or otherwise be interested in any company  whether or not the Company is interested as a shareholder or otherwise and no such Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of or from his interests in such other company unless the Company otherwise directs.

 

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83. Directors shall keep registers

 

The Directors shall keep Registers as required by the Act.

 

APPOINTMENT AND REMOVAL OF DIRECTORS

 

84. Directors’ power to fill casual vacancies and to appoint additional Directors

 

The Directors may at any time, and from time to time, appoint any person to be a Director, either to fill a casual vacancy or as an addition to their number.

 

85. Removal of Director

 

The Company may by ordinary resolution remove any Director before the expiration of his period of office, and may by an ordinary resolution appoint another person as Director in his stead.

 

86. Vacation of office of Director

 

The office of a Director shall become vacant if:-

 

  (a) he ceases to be a Director by virtue of the Act;

 

  (b) he becomes bankrupt or makes any arrangement or composition with his creditors generally;

 

  (c) he becomes prohibited by law from continuing to be a Director;

 

  (d) he becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental disorder;

 

  (e) he resigns his office by notice in writing to the Company; or

 

  (f) he is removed from office pursuant to a resolution passed by the Company in general meeting.

 

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POWERS AND DUTIES OF DIRECTORS

 

87. General power of Directors to manage Company’s business

 

The business of the Company shall be managed by the Directors who may exercise all powers of the Company as are not, by the Act or by these Articles, required to be exercised by the Company in general meeting.  The exercise of such powers of the Company by the Directors shall be subject to these Articles, the Act and such regulations being not inconsistent with these Articles or the Act as may be prescribed by the Company in general meeting; but no regulation made by the Company in general meeting  shall invalidate any prior act of the Directors which would have been valid if that regulation had not been made.

 

88. Power of sale or disposal of Company’s property

 

Without prejudice to the generality of the preceding Article, any sale or disposal by the Directors of the whole or substantially the whole of the undertaking or property of the Company shall be subject to the prior approval of the Company in general meeting.

 

89. Directors’ borrowing powers

 

The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and to issue debentures and other securities whether outright or as security for any debt, liability, or obligation of the Company or of any third party.

 

90. Delegation of Directors’ powers

 

The Directors may delegate any of their powers other than the powers to borrow and make calls to committees consisting of such persons (whether Directors or not) as they think fit.  Any committee so formed shall in the exercise of the power so delegated conform to any regulations that may from time to time be imposed upon them by the Board.

 

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91. Power to establish local boards

 

The Directors from time to time and at any time may establish any local boards or agencies for managing any of the affairs of the Company either in the Republic of Singapore or elsewhere and may appoint any persons to be members of such local boards or any managers inspectors or agents and may fix their remuneration and may delegate to any local board, manager, inspector or agent any of the powers, authorities and discretion vested in the Directors with power to  sub-delegate and may authorise the members of any local board or any of them to fill any vacancies therein and to act notwithstanding vacancies and any such appointment or delegation may be made upon such terms and subject to such conditions as the Directors may think fit and the Directors may remove any person so appointed and may annul or vary such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.  Every Director while present in the country or territory in which any such local board or any committee thereof shall have been established shall be ex-officio a member thereof and entitled to attend and vote at all meetings thereof held while he is present in such country or territory.

 

92. Power of appoint attorney

 

The Directors may from time to time by power of attorney appoint any corporation, firm, or person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit and may also authorise any such attorney to delegate all or any of the powers, authorities and discretion vested in him.

 

93. Execution of negotiable instruments and receipts for money paid

 

All cheques, promissory notes, drafts, bills or exchange and other negotiable instruments, and all receipts for money paid to the Company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, by any two Directors or in such other manner as the Directors from time to time determine.

 

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94. Power to keep a Branch Register

 

The Directors may exercise the powers conferred upon the Company by the Act with regard to the keeping of a Branch Register, and the Directors may (subject to the provisions of the Act) make and vary such regulations as they may think fit respecting the keeping of any such register.

 

PROCEEDINGS OF DIRECTORS

 

95. Meetings of Directors

 

The Directors may meet together for the dispatch of business adjourn and otherwise regulate their meetings as they think fit.  A Director may at any time and the Secretary shall at the request of a Director summon a meeting of the Directors.

 

96. Questions to be decided at meeting

 

Subject to these Articles questions arising at any meeting of Directors shall be decided by a majority of votes and a determination by a majority of Directors shall for all purposes be deemed a determination of the Directors.  In case of an equality of votes the Chairman of the meeting shall have a second or casting vote.

 

97. Quorum

 

The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors, and  unless so fixed shall be two, except where the Company has only a sole Director, in which case the sole Director shall constitute a quorum.

 

98. Proceedings in case of vacancies

 

The continuing Directors may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number or of summoning a general meeting of the Company, but for no other purpose.

 

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99. Chairman of Directors

 

The Directors may elect a Chairman and a Deputy Chairman.  The Chairman shall preside at all meetings of the Board but if at any time there is no Chairman or if at any meeting the Chairman is not present within 10 minutes after the time appointed for holding the meeting the Deputy Chairman shall preside at the meeting.  If there is no Deputy Chairman or the Deputy Chairman is not present at the meeting the Directors present may choose one of their number to be Chairman of the meeting.

 

100. Chairman of committee

 

A committee formed by the Directors to exercise powers delegated by them may elect a Chairman of its meetings; if no such Chairman is elected, or if at any meeting the Chairman is not present within 10 minutes after the time appointed for holding the meeting, the members present may choose one of their number to be Chairman of the meeting.

 

101. Meetings of committee

 

A committee may meet and adjourn its meeting as it thinks proper.  Questions arising at any meeting shall be determined by a majority of votes of the members present, and in the case of an equality of votes the Chairman shall have a second or casting vote.

 

102. Validity of acts of Directors in spite of some formal defects

 

All acts done by any meeting of the Directors or of a committee of Directors or by any person acting as a Director shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.

 

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103. Resolutions in writing

 

A resolution in writing, signed by the Directors being not less than the number required to constitute a quorum, shall be as valid and effectual as if it had been passed at a meeting of the Directors duly convened and held.  A written notice of confirmation of such resolution sent by a Director shall be deemed to be his signature to such resolution in writing for the purpose of this Article.  Any such resolution may consist of several documents in like form, each signed by one or more Directors.  In this Article, the expressions “in writing” and “signed” include approval by any such director by letter, facsimile, telex, cable, telegram or any form of electronic communication approved by the directors for such purpose from time to time incorporating, if deemed necessary, the use of security and/or identification procedures and devices so approved.

 

104. Resolutions by a Single Director

 

In the event the Company has only one Director, that Director may make a declaration required or authorized to be made under the Act by recording the declaration and signing the record; and such recording and signing of the declaration satisfies any requirement in the Act that the declaration be made at a meeting of the Directors.

 

105. Resolutions by telephone, close circuit television, electronic and audio visual conferences

 

The Directors may, if they think fit, confer by telephone, close circuit television or other electronic means or audio or audio visual communication.  A resolution passed by a majority of the Directors for the time being of the Company at such conference shall, notwithstanding the Directors are not present together in one place at the time of conference, be as valid and effectual as if it had been passed at a meeting of the Directors of the Company duly convened and held.  A meeting conducted by telephone or other  means of communication as aforesaid is deemed to be held at the place agreed upon by the Directors attending the meeting, provided at least on of the Directors present at the meeting was at that place for the duration of the meeting.

 

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106. Minutes of Meeting

 

The Directors shall cause minutes to be made:-

 

  (a) of names of Directors present at all meetings of the Company and of the Directors; and

 

  (b) of all resolutions and proceedings at all meetings of the Company and of the Directors and of any committee of Directors.

 

Such minutes shall be signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting.

 

ALTERNATE DIRECTORS

 

107. Appointment of Alternate Directors

 

Any Director may appoint a person approved by the majority of the other Directors to be an alternate Director in his place during such period as he thinks fit.  Any person while he so holds office as a alternate Director shall be entitled to notice of meetings of the Directors and to attend and vote thereat accordingly, and to exercise all the powers of the appointor in his place. An alternate Director shall not require any share qualification, and shall ipso facto vacate office if the appointor vacates office as a Director otherwise than by retiring and being re-elected at the same meeting or removes the appointee from office.  Any appointment or removal under this Article shall be effected by notice in writing under the hand of the Director making the same.  Any fee paid by the Company to the alternate Director shall be deducted from the remuneration payable to his appointor.

 

MANAGING DIRECTORS

 

108. Appointment of Managing Director

 

The Directors may from time to time appoint one or more of their body to the office of Managing Director for such  period and on such terms as they think fit and, subject to the terms of any agreement entered into in any particular case, may revoke any such appointment.  The appointment of a Director so appointed shall be automatically terminated if he ceases for any cause to be a Director.

 

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109. Remuneration of Managing Director

 

A Managing Director shall, subject to the terms of any agreement entered into in any particular case, receive such remuneration (whether by way of salary, commission, or participation in profits, or partly in one way and partly in another) as the Directors may determine.

 

110. Powers of Managing Director

 

A Managing Director shall be subject to the control of the Directors.  The Directors may entrust to and confer upon a Managing Director any of the powers exercisable by them upon such terms and conditions and with such restrictions as they may think fit, and either collaterally with or to the exclusion of their own powers, and may from time to time revoke, withdraw, alter, or vary all or any of those powers.

 

SECRETARY

 

111. Appointment of Secretary

 

The Secretary shall in accordance with the Act be appointed by the Directors for such term, at such remuneration, and upon such conditions as they may think fit and any Secretary so appointed ma be removed by them.

 

112. Same person cannot act as Director and Secretary

 

A provision of the Act or these Articles requiring or authorising a thing to be done by or in relation to a Director and the Secretary shall not be satisfied by its being done by or  in relation to the same person acting both as Director and as, or in place of, the Secretary.

 

SEAL

 

113. Seal

 

The Directors shall provide for the safe custody of the seal, which shall only be used by the authority of the Directors or of a committee of the Directors authorized by the Directors in that behalf.  Every instrument to which the seal is affixed shall bear the autographic or facsimile signatures of a Director and the Secretary or a second Director or some other person appointed by the Directors for the purpose.  Any facsimile signature may be reproduced by mechanical electronic or other method approved by the Directors.

 

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114. Official Seal

 

The Company may exercise all the powers conferred by the Act to have an official seal for use abroad and such official seal shall be affixed by the authority and in the presence of and the instruments sealed therewith shall be signed by such person as the Directors shall from time to time by writing under the seal appoint.

 

115. Duplicate Common Seal

 

The Company may have a duplicate common seal which shall be a facsimile of the common seal of the Company with the addition on its face of the words “Share Seal” and a share certificate under such duplicate seal shall be deemed to be sealed with the seal of the Company.

 

ACCOUNTS

 

116. Directors to keep proper accounts

 

The Directors shall cause proper accounting and other records to be kept and shall distribute copies of balance-sheets and other documents as required by the Act, and shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounting and  other records of the Company or any of them shall be open to the inspection of members not being Directors, and no member (not being a Director) shall have any right of inspecting any account or book or paper of the Company except as conferred by Statute or authorized by the Directors or by the Company in general meeting.

 

117. Presentation of accounts

 

The Directors shall from time to time in accordance with the Act cause to be prepared and to be laid before the Company in general meeting such profit and loss accounts, balance-sheets and reports as are required under the Act.

 

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118. Copies of accounts

 

A copy of every balance-sheet (including every document required by law to be annexed thereto) which is to be laid before the Company in general meeting together with a copy of the auditor’s report shall not less than 14 days before the date of the meeting be delivered or sent by post to every member of and every holder of debentures of the Company.  Provided that this Article shall not require a copy of those documents to be sent to any person of whose address the Company is not aware or to more than one of the joint holders of any shares or debentures.

 

AUDIT

 

119. Appointment of auditors

 

Auditors shall be appointed and their duties regulated in accordance with the Act.

 

DIVIDENDS AND RESERVES

 

120. Dividends

 

The Company in general meeting may declare dividends, but no dividend shall exceed the amount  recommended by the Directors.  Treasury shares issued by the Company, if any, shall not be entitled to dividends.

 

121. Interim dividend

 

The Directors may from time to time pay to the members such interim dividends as appear to the Directors to be justified by the profits of the Company.

 

122. Payment of dividends

 

No dividend shall be paid otherwise than out of profits or shall bear interest against the Company.

 

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123. Power to carry profit to reserve

 

The Directors may, before recommending any dividend, set aside out of the profits of the Company such sums as they think proper as reserves which shall, at the discretion of the Directors, be applicable for any purpose to which the profits of the Company may be properly applied, and pending any such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments (other than shares in the Company) as the Directors may from time to time think fit.  The Directors may also without placing the same to reserve carry forward any profits which they may think prudent not to divide.

 

124. Apportionment of dividends

 

Subject to the rights or restrictions attached to any shares or class of shares and except as otherwise permitted under the Act:

 

  (a) all dividends in respect of shares shall be declared and paid according to the number of shares held by a member but where shares are partly paid all dividends must be apportioned and paid proportionately to the amounts paid or credited as paid on the partly paid shares; and

 

  (b) all dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date that share shall rank for dividend accordingly.

 

For the purposes of this Article, an amount paid or credited as paid on a share in advance of a call is to be ignored.

 

125. Deduction of debts due to Company

 

The Directors may  deduct from any dividend payable to any member all sums of money, if any, presently payable by him to the Company on account of calls or otherwise in relation to the shares of the Company.

 

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126. Payment of dividend in specie

 

Any general meeting declaring a dividend or bonus may direct payment of such dividend or bonus wholly or partly by the distribution of specific assets and in particular of paid-up shares, debentures or  debenture stock of any other company or in any one or more of such ways and the Directors shall give effect to such resolution, and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient, and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any members upon the footing of the value so fixed in order to adjust the rights of all parties, and may vest any such specific assets in trustees as may seem expedient to the Directors.

 

127. Dividends payable by cheque

 

Any dividend, interest, or other money payable in cash in respect of shares may be paid by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of that one of the joint holders who is first named on the Register of Members or to such person and to such address as the holder or joint holders may in writing direct.  Every such cheque or warrant shall be made payable to the order of the person to whom it is sent.  Any one of two or more joint holders may give effectual receipts for any dividends, bonuses, or other money payable in respect of the shares held by them as joint holders.

 

128. Effect of transfer

 

A transfer of a share shall not pass the right to any dividend declared in respect thereof before the transfer has been registered.

 

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CAPITALIZATION OF PROFITS

 

129. Power to capitalize profits

 

  (1) The Directors may, with the sanction of an ordinary resolution of the Company issue  bonus shares for which no consideration is  payable to the Company, to the persons registered as holders of shares at the close of business on:

 

  (a) the date of the ordinary  resolution (or such other date  as may be specified therein or determined as therein provided); or

 

  (b) such  other date as may  be  determined by  the Directors, in  proportion to their then holdings of shares; and

 

in proportion to their then holdings of shares and applying such sum on their behalf in paying up in full new shares (or, subject to any special rights previously conferred on any shares or class of shares for the time being issued) for allotment  and distribution credited as fully paid up to and amongst them as bonus shares in the proportion aforesaid.

 

  (2) In addition and without  prejudice to  the powers provided for by Article 129(1), the Directors shall have power to issue shares for which no consideration is payable and to apply such profits or other moneys in paying up in full, in each case on terms that such shares shall, upon issue, be held by or for the benefit of participants of any share incentive or option scheme or plan implemented by the Company and approved by shareholders in general meeting and on such terms as the Directors shall think fit.

 

130. Implementation of resolution

 

The Directors may do all acts and things considered necessary or expedient to give effect to any such bonus issue under Article 129(1), with full power to the Directors to make such provisions as they think fit for any fractional entitlements which would arise on the basis aforesaid (including provisions whereby fractional entitlements are disregarded or the benefit thereof accrues to the Company rather than to the members concerned).  The Directors may authorise any person to enter on behalf of all the members interested into an agreement with the Company providing for any such bonus issue and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.

 

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NOTICES

 

131. Service of notices

 

  (1) A notice or document (including without limitations a share certificate, any accounts, balance sheet or report) may be given by the  Company to any member either personally or by sending it by post to him at his registered address, or such other address supplied by him to the Company or such permitted alternative form for the giving of notices to him.  Any notice to be sent to a member at an address outside Singapore shall be sent by airmail or such permitted alternative form.  Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter  containing the notice, and to have been effected in the case of a notice of a meeting on the day after the date of its posting, and in any other case at the time at which the letter would be delivered in the ordinary course of post.  Any notice given, sent or served using permitted alternative form shall be deemed to have been duly given, sent or served upon transmission of the electronic communication to the current address of such person or as otherwise provided under the Act and/or other applicable regulations or procedures.

 

  (2) Any notice on behalf of the Company or of the Directors shall be deemed effectual if it purports to bear the signature of the Secretary or other duly authorized officer of the Company, whether such signature is printed, written or electronically signed.

 

132. Service of notices in respect of joint holders

 

A notice may be given by the Company to the joint holders of a share by giving the notice to the joint holder first named in the Register of Members in respect of the share.

 

133. Service of notices after death or bankruptcy of a member

 

A notice may be given by the Company to the persons entitled to a share in consequence of the death or bankruptcy of a member by sending it through the post in a prepaid letter addressed to them by name, or by the title of representatives of the deceased, or assignee of the bankrupt, or by any like description, at the address, if any, supplied for the purpose by the persons claiming to be so entitled, or (until such an address has been so supplied) by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.

 

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WINDING UP

 

134. Distribution of surplus assets

 

If the Company shall be wound up, subject to due provision being made satisfying the claims of any holders of shares having attached thereto any special rights in regard to the repayment of capital, the surplus assets shall be applied in repayment of the capital paid up or credited as paid up on the shares at the commencement of the winding up.  If the surplus assets shall be insufficient to repay the whole of the capital paid up or credited as paid up on the shares, such assets shall be distributed (as nearly as practicable) in proportion to the capital paid up or credited as paid up on the shares at the commencement of the winding up.

 

135. Distribution of assets in specie

 

If the Company shall be wound up, the liquidators may, with the sanction of a special resolution, divide among the members in specie any part of the assets of the Company and any such division may be otherwise than in accordance with the existing rights of the members, but so that if any division  is resolved or otherwise than in accordance with such rights, the members shall have the same right of dissent and consequential rights as if such resolution were a special resolution passed pursuant to Section 306 of the Act.  A special resolution sanctioning a transfer or sale to another company duly passed pursuant to the said Section may in like manner authorise the distribution of any shares or other consideration receivable by the liquidators amongst the members otherwise than in accordance wit their existing rights; and any such determination shall be binding  upon all  the members subject to the right of dissent and consequential rights conferred by the said Section.

 

136. Service of notice by liquidator

 

In the event of a winding up of the Company every member of the Company who is not for the time being in Singapore shall be bound, within 14 days after the passing of an effective resolution to wind up the Company voluntarily, or within the like period after the making of  an order for the winding  up of the  Company, to serve notice in writing on the Company appointing some householder in Singapore upon whom all summonses, notices, processes, orders and judgments in relation to or under the winding up of the Company may be served, and in default of such nomination the liquidator of the Company shall be at liberty on behalf of such member to appoint some such person, and  service upon any such appointee shall be deemed to be a good personal service on such member for all purposes, and where the liquidator makes any such appointment he shall, with all convenient speed, give notice thereof to such member by a registered letter sent through the post and addressed to such member at his address as appearing in the Register, and such notice shall be deemed to be served on the day following that on which the letter is posted

 

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INDEMNITY

 

137. Indemnity of Directors and officers

 

Every Director, Managing Director, agent, auditor, Secretary and other officer for the time being of the Company shall be indemnified out of the assets of the Company against any liability incurred by him in defending any proceedings whether civil or criminal in which judgment is given in his favour or in which he is acquitted or in connection  with any application under Section 391 of the Act in which relief is granted to him by the Court in respect of any negligence, default, breach of duty or breach of trust.

 

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NAME, ADDRESS AND DESCRIPTION OF SUBSCRIBER

 



 

Name: Inter Parfums, S.A.

 

Address: 4 rond-point des Champs

Elysees F- 75008

 

Description: Company Incorporated in Paris, France

 

Philippe Benacin, CEO    of Inter Parfums, S.A.

 

acting for and on behalf of Inter Parfums, S.A. pursuant to the Power of Attorney dated

 

/s/ Philippe Benacin    
(signature) [inter parfums sa seal]  

 

Witness to the above signature

 

Name:

 

(Notary Public) [/s/ unintelligible]

 


 Dated this    22nd    day of       April 2010

 

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interparfums

 

POWER OF ATTORNEY

 

BY THIS POWER OF ATTORNEY given on the 22nd day of April 2010, Inter Parfums, S.A., a company incorporated in Paris, France and having its registered office at 4 rond-point des Champs, Elysees F-75008, Paris, France hereby appoints Mr. Philippe Benacin, Passport no. 09AR50223 of 17 April 2009 (hereinafter called “the Attorney”), its true and lawful attorney and the attorney be and is hereby authorized to subscribe on behalf of Inter Parfums, S.A. to the Memorandum and Articles of Associate of a company to be incorporated in Singapore and to be known as Interparfums Singapore Pte. Ltd. (the “Company”) for one ordinary share valued at S$1.00 in the capital of the Company and to sign any other documents requiring execution by Inter Parfums, S.A. relating to the incorporation of such Company.

 

The Common Seal of )      
INTER PARFUMS, S.A, )      
Was hereunto affixed in the )      
presence of: )   /s/ Philippe Santi  
         
[/s/ notary- unintelligible]     Director  

 

 

 

47

 

 

Exhibit 3.2

 

CERTIFICATE OF INCORPORATION

 

FIRST:  The name of this corporation shall be: INTERPARFUMS LUXURY BRANDS, INC.

 

               SECOND:  Its registered office in the State of Delaware is to be located at 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle and its registered agent at such address is CORPORATION SERVICE COMPANY.

 

THIRD:  The purpose or purposes of the corporation shall be:

 

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

 

               FOURTH:  The total number of shares of stock which this corporation is authorized to issue is:

 

1,000 shares of Common Stock, no par value.

 

FIFTH:  The name and address of the incorporator is as follows:

 

Joseph A. Caccamo

13 Maack Road

Pottstown, PA 19465

 

SIXTH:  The Board of Directors shall have the power to adopt, amend or repeal the by-laws.

 

SEVENTH:  No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director.  Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit.  No amendment to or repeal of this Article Seventh shall apply to or have any effect on the  liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

 

IN WITNESS WHEREOF, the undersigned, being the incorporator herein before named, has executed signed and acknowledged this certificate of incorporation this 31st day of March, 2010.

 

  /s/ Joseph A. Caccamo
  Joseph A. Caccamo, Incorporator

 

Exhibit 10.163

 

This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933.

 

Nonqualified Stock Option Contract

 

THIS NONQUALIFIED STOCK OPTION CONTRACT is entered into effective as of the 31st day of December, 2015, by and between INTER PARFUMS, INC., a Delaware corporation (the “Company”) and ___________ (“Option Holder”).

 

WITNESSETH:

 

1.          The Company, in accordance with the resolutions adopted by the Company’s Executive Compensation and Stock Option Committee (the “Committee”), and the terms and subject to the conditions of the Company’s 2004 Stock Option Plan, as amended (the “2004 Plan”), hereby grants to the Option Holder as of December 31, 2015, a nonqualified stock option to purchase an aggregate of ______ shares (the “Shares”) of the common stock, $.001 par value per share, of the Company (the “Common Stock”), at the exercise price of $23.605 per share.

 

2.          Subject to earlier termination as provided in the 2004 Plan, the term of this option shall be six (6) years from the date hereof; provided that, such option shall 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 fifth year from the date of grant.

 

3.          (a)          Subject to the provisions contained in Section 2 hereof, this option may be exercised from time to time in whole or in part prior to the end of the term of the option (but not with respect to less than 100 Shares (unless less than 100 Shares remain to be purchased, then such amount remaining), or fractional Shares), by giving written notice to the Company at its principal office, presently 551 Fifth Avenue, New York, New York 10176, stating that the Option Holder is exercising this option, specifying the number of Shares purchased and accompanied by payment in full of the aggregate purchase price therefor (i) in cash or certified check or (ii) with previously acquired shares of Common Stock or a combination of the foregoing if permitted in the sole discretion of the Company’s Executive Compensation and Stock Option Committee (the “Committee”).

 

(b)          In addition, upon the exercise of this option, the Company may withhold cash and/or Shares to be issued with respect thereto, having an aggregate fair market value equal to the amount which it determines is necessary to satisfy its obligation to withhold federal, state and local income taxes or other taxes incurred by reason of such exercise. Alternatively, the Company may require the holder to pay to the Company such amount, in cash, promptly upon demand. The Company shall not be required to issue any Shares pursuant to this option until all required payments have been made.

 

4.          This option is not transferable otherwise than by will or the laws of descent and distribution and may be exercised, during the lifetime of the Option Holder, only by the Option Holder or his legal representatives.

 

 

 

 

5.          Nothing in the 2004 Plan or herein shall confer upon the Option Holder any right to continue in the employ of, or be associated with, the Company, its Parent or any of its Subsidiaries, or interfere in any way with the right to employment or association of the Option Holder with the Company, its Parent or any of its Subsidiaries.

 

6.          The Option Holder understands that the Shares have been registered for issuance to the Option Holder in Registration Statement No. 333-136988 under the Securities Act of 1933, as amended (the “Act”). Resale to the public by the Option Holder is to be made under Rule 144 under the Act in accordance with the procedure for resale of “affiliate shares” in the absence of a subsequent effective registration statement for the resale of the Shares. Notwithstanding registration under the Act, the Option Holder understands that in accordance with the provisions of the Company’s Code of Business Conduct, (i) the Option Holder must obtain permission from the Company’s Chief Financial Officer prior to any sale of the Shares; and (ii) the use of material non-public information in connection with the sale of the Company’s shares (“Insider Trading”) or the communication of such information to others who use it in trading the Company’s shares (“Tipping”) is strictly prohibited.

 

7.          (a)          The Option Holder understands that the Company maintains its internet website at www.interparfumsinc.com which is linked to the SEC Edgar database. The Option Holder can obtain through the Company’s website, free of charge, its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange as soon as reasonably practicable after the Company has electronically filed with or furnished them to the SEC.

 

(b)          In addition, the Company will cause to be delivered to the Option Holder, upon request to the Company directed to either the Chief Financial Officer or the Controller, without charge to the Option Holder, a copy of the documents incorporated by reference into the Registration Statement, other than exhibits (unless such exhibits are specifically incorporated by reference into the Registration Statement).

 

8.          Notwithstanding anything to the contrary, if at any time the Chief Executive Officer, Board of Directors of the Company or the Committee shall determine it its discretion that the listing or qualification of the Shares on any securities exchange, with national securities association or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of an option, or the issue of Shares thereunder, or the sale of the Shares, then this option may not be exercised in whole or in part unless such listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Chief Executive Officer, Board of Directors or the Committee.

 

9.          (a)          The Company and the Option Holder further agree that they will both be subject to and bound by all of the terms and conditions of the 2004 Plan, which is incorporated by reference herein and made a part hereof as if fully set forth herein.

 

(b)          In the event the Option Holder’s employment by, or association with, the Company, its Parent or any of its Subsidiaries terminates, or in the event of the death or disability of the Option Holder, the rights hereunder shall be governed by, and made subject to, the provisions of the 2004 Plan.

 

2

 

 

(c)          In the event of a conflict between the terms of this Contract and the terms of the 2004 Plan, then in such event, the terms of 2004 Plan shall govern.

 

(d)          Except as otherwise provided herein, all capitalized terms used herein shall have the same meaning ascribed to them in the 2004 Plan.

 

(e)          The Option Holder agrees that the Company may amend the 2004 Plan and the options granted to the Option Holder under the 2004 Plan, subject to the limitations contained in the 2004 Plan.

 

10.         This Contract shall be binding upon and inure to the benefit of any successor or assign of the Company and to any executor, administrator or legal representative entitled by law to the Option Holder’s right hereunder.

 

11.         This Contract shall be governed by and construed in accordance with the laws of the State of New York, without regard to the principles of conflicts of laws.

 

IN WITNESS WHEREOF, the parties hereto have entered into this Contract effective as of the date first above written.

 

  INTER PARFUMS, INC.
   
  By: /s/ Russell Greenberg 
    Executive Vice President

 

  /s/ Option Holder from table below
  [Option Holder name from table below]

 

Schedule of Executive Officers and Number of Shares Underlying Option

 

Executive Officer   Number of Shares  
       
Jean Madar     19,000  
Philippe Benacin     19,000  
Russell Greenberg     25,000  
Philippe Santi     6,000  
Frederic Garcia-Pelayo     6,000  
Henry B. “Andy” Clarke     7,500  

 

3

Exhibit 21

 

LIST OF SUBSIDIARIES

 

Name   Jurisdiction
Inter Parfums Holdings, S.A.   France
Interparfums SA   France
Jean Philippe Fragrances, LLC   New York
Inter Parfums USA, LLC   New York
IP Beauty, Inc.   Delaware
Inter Parfums srl   Italy
Inter España Parfums et Cosmetiques, SL   Spain
Parfums Rochas Spain, SL   Spain
Inter Parfums (Suisse) Sarl   Switzerland
Interparfums Luxury Brands, Inc.   Delaware
Interparfums Singapore Pte.   Republic of Singapore
Inter Parfums USA Hong Kong Limited   Hong Kong
Interstellar Brands LLC   New York
Divabox SAS   France

Exhibit 23

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-136988 and No. 333-216705) under the Securities Act of 1933 of Inter Parfums, Inc. and subsidiaries of our report dated March 1, 2021 on the consolidated balance sheets of Inter Parfums, Inc. and subsidiaries as of December 31, 2020 and 2019, and the related consolidated statements of income, comprehensive income (loss), changes in shareholders’ equity and cash flows and the schedule listed in the Index in Item 15(a)(2) for each of the years in the three-year period ended December 31, 2020 and on the effectiveness of the Inter Parfums, Inc. maintenance of internal controls over financial reporting as of December 31, 2020. This report appears in the December 31, 2020 Annual Report on Form 10-K of Inter Parfums, Inc.

 

/s/ Mazars USA LLP

 

New York, New York

 

March 1, 2021

 

 

Exhibit 31.1

 

CERTIFICATIONS

 

I, Jean Madar, certify that:

 

1. I have reviewed this annual report on Form 10-K of Inter Parfums, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) Designed such internal control over financial reporting, or caused such control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based upon such evaluation; and

 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: March 1, 2021

 

/s/ Jean Madar  
Jean Madar, Chief Executive Officer  

Exhibit 31.2

 

I, Russell Greenberg, certify that:

 

1. I have reviewed this annual report on Form 10-K of Inter Parfums, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) Designed such internal control over financial reporting, or caused such control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based upon such evaluation; and

 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: March 1, 2021

 

/s/ Russell Greenberg  
Russell Greenberg  
Chief Financial Officer and  
Principal Accounting Officer  

Exhibit 32.1

 

CERTIFICATION

 

The undersigned hereby certifies, in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in his capacity as an officer of Inter Parfums, Inc., that the Annual Report of Inter Parfums, Inc. on Form 10-K for the year ended December 31, 2020, fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operation of Inter Parfums, Inc.

 

Date: March 1, 2021 By: /s/ Jean Madar
    Jean Madar,
    Chief Executive Officer

 

A signed original of this written statement required by Section 906 has been provided to Inter Parfums, Inc. and will be retained by Inter Parfums, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

 

CERTIFICATION

 

The undersigned hereby certifies, in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in his capacity as an officer of Inter Parfums, Inc., that the Annual Report of Inter Parfums, Inc. on Form 10-K for the year ended December 31, 2020, fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operation of Inter Parfums, Inc.

 

Date: March 1, 2021 By: /s/ Russell Greenberg
    Russell Greenberg,
    Executive Vice President,
    Chief Financial Officer and
    Principal Accounting Officer

 

A signed original of this written statement required by Section 906 has been provided to Inter Parfums, Inc. and will be retained by Inter Parfums, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.