INTER PARFUMS INC - Annual Report: 2007 (Form 10-K)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
(Mark
one)
x ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For
the
fiscal year ended December
31, 2007
or
o 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
|
(I.R.S.
Employer
|
|
incorporation
or organization)
|
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:
None
Title
of
Class
Indicate
by check mark whether the registrant is a well-known seasoned issuer, as defined
in Rule 405 of the Securities Act. Yes o No x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act. Yes
o
No x
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 x No o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation SK is not contained herein and will not be contained, to the best
of
the registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10K or any other amendment
to
this Form 10K. o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filed. See definition of “accelerated
filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act).
Large
accelerated Filer o
|
Accelerated
filer x
|
Non-accelerated
filer o
|
Smaller
Reporting Companyo
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes o
No x
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. $249,827,000 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 March 5, 2008:
20,413,117.
Documents
Incorporated By Reference: None.
ii
Table
of Contents
Page
|
||
Note
on Forward Looking Statements
|
||
PART
I
|
||
Item
1.
|
Business
|
1
|
Item
1A.
|
Risk
Factors
|
16
|
Item
1B.
|
Unresolved
Staff Comments
|
21
|
Item
2.
|
Properties
|
22
|
Item
3.
|
Legal
Proceedings
|
23
|
Item
4.
|
Submissions
of Matters to a Vote of Security Holders
|
23
|
PART
II
|
||
Item
5.
|
Market
for Registrant’s Common Equity and Related Stockholder Matters and Issuer
Purchases of Equity Securities
|
24
|
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
|
38
|
Item
8.
|
Financial
Statements and Supplementary Data
|
40
|
Item
9.
|
Changes
in and Disagreements With Accountants on Accounting and Financial
Disclosure
|
40
|
Item
9A.
|
Controls
and Procedures
|
41
|
Item
9AT.
|
Controls
and Procedures
|
42
|
Item
9B.
|
Other
Information
|
42
|
PART
III
|
||
Item
10.
|
Directors,
Executive Officers and Corporate Governance
|
43
|
Item
11.
|
Executive
Compensation
|
49
|
Item
12.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
61
|
Item
13.
|
Certain
Relationships and Related Transactions, and Director
Independence
|
65
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Item
14.
|
Principal
Accountant Fees and Services
|
66
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PART
IV
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||
Item
15.
|
Exhibits
and Financial Statement Schedules
|
68
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FINANCIAL
STATEMENTS
|
F-1
|
|
SIGNATURES
|
iii
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 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 of such 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 dependence upon
Burberry for a significant portion of our sales, continuation and renewal of
existing license agreements, sales and marketing efforts of specialty market
retailers, such as The Gap, Inc., protection of our intellectual property
rights, effectiveness of sales and marketing efforts and product acceptance
by
consumers, dependence upon third party manufacturers and distributors,
dependence upon management, competition, currency fluctuation and international
tariff and trade barriers, governmental regulation and possible liability for
improper comparative advertising or “Trade Dress”.
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,
presently or in the future, 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 required by law,
we
undertake no obligation to update any forward-looking statement, whether as
a
result of new information, future events or otherwise.
iv
PART
I
Item
1. Business
Introduction
We
are
Inter Parfums, Inc. We operate in the fragrance business, and manufacture,
market and distribute a wide array of fragrances and fragrance related products.
Organized under the laws of the State of Delaware in May 1985 as Jean Philippe
Fragrances, Inc., we changed our name to Inter Parfums, Inc. in July 1999.
We
have also retained our brand name, Jean Philippe Fragrances, for some of our
mass-market products.
Our
worldwide headquarters and the office of our three (3) wholly-owned
subsidiaries, Jean Philippe Fragrances, LLC and Inter Parfums USA, LLC, both
New
York limited liability companies, and Nickel USA, Inc., a Delaware corporation,
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., its
majority-owned subsidiary, Inter
Parfums, S.A.,
and its
three (3) wholly-owned subsidiaries, Inter Parfums Grand Public, S.A., Inter
Parfums Trademark, S.A., Nickel, S.A., maintain executive offices at 4, Rond
Point des Champs Elysees, 75008 Paris, France. Our telephone number in Paris
is
331.5377.0000. In July 2007, Inter Parfums Grand Public, S.A. and Inter Parfums
Trademark, S.A were merged into Inter Parfums, S.A. Inter Parfums S.A. is also
the majority owner of four (4) distribution subsidiaries, Inter Parfums Limited,
Inter Parfums Gmbh, Inter Parfums srl and Inter España Parfums et Cosmetiques,
SL, covering territories in The United Kingdom, Germany, Italy and Spain,
respectively.
Our
common stock is listed on The Nasdaq Global Select Market under the trading
symbol “IPAR” and we are considered a “controlled company” under the applicable
rules of The Nasdaq Stock Market. The common shares of our subsidiary, Inter
Parfums S.A., are traded on the Euronext Exchange.
We
maintain our internet website at www.interparfumsinc.com
which is
linked to the SEC Edgar database. You can obtain through our website, free
of
charge, our 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 we have electronically filed with or furnished them to the
SEC.
Summary
The
following summary 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.
1
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.
Our
prestige fragrance products are produced and marketed by our European operations
through our 72% owned subsidiary in Paris, Inter Parfums, S.A., which is also
a
publicly traded company as 28% of Inter Parfums, S.A. shares trade on the
Euronext. Prestige cosmetics and prestige skin care products represent less
than
3% of consolidated net sales.
We
produce and distribute our prestige fragrance products primarily under license
agreements with brand owners, and prestige product sales represented
approximately 85% of net sales for 2007. We have built a portfolio of prestige
brands, which include Burberry, Lanvin, Paul Smith, S.T. Dupont, Christian
Lacroix, Quiksilver/Roxy, Van Cleef & Arpels and Nickel whose products are
distributed in over 120 countries around the world. During the first half of
2007 we began operations of our four newly established majority-owned European
distribution subsidiaries. Shipments to these subsidiaries are not recognized
as
sales until that merchandise is sold by the distribution subsidiary to its
customers. Burberry is our most significant license, as sales of Burberry
products represented 54%, 57% and 60% of net sales for the years ended
December 31, 2007, 2006 and 2005, respectively.
Our
prestige products focus on niche brands with a devoted following. By
concentrating in markets where the brands are known, we have had many successful
launches. We typically launch new fragrance families for our brands every year
or two, with some frequent “seasonal” fragrances introduced as
well.
Our
specialty retail and mass-market fragrance and fragrance related products are
marketed through our United States operation and represented 15% of sales for
the year ended December 31, 2007. These fragrance products are sold under
trademarks owned by us or pursuant to license or other agreements with the
owners of the Gap,
Banana
Republic, New York & Company, and
Jordache
trademarks. In
November 2007 we announced an exclusive agreement covering the design,
manufacture and supply of personal care products for Brooks
Brothers
locations in the U.S., as well as a license covering Brooks
Brothers
stores
and specialty retail and department stores outside the United States, including
duty free and other travel-related retailers.
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.
Over
the
past five years, we have grown our business at both the top line and the bottom
line. We have grown from $185.6 million in sales in 2003 to $389.6 million
in
2007, representing a compounded annual growth rate of 20%. During the same
period, our net income grew from $13.8 million in 2003 to $23.8 million in
2007,
representing a compounded annual growth rate of 15%. Our management targets
organic long term sales growth of approximately 10% (measured on an annual
basis) and long term net income growth of approximately 12% - 15% (measured
on
an annual basis). There can be no assurance that we will achieve these targets
in any particular period, or at all, however.
2
2007
Developments
Lanvin
In
July
2007 our majority-owned subsidiary, Inter Parfums SA, acquired the worldwide
rights to the Lanvin brand names and international trademarks listed in Class
3.
Among other items, Class 3 of the international classification of trademarks
goods and services include: soaps, perfumery, essential oils, cosmetics and
hair
lotions.
Inter
Parfums SA paid 22 million euro (approximately $29.7 million) in cash for the
brand names and trademarks and simultaneously terminated its existing license
agreement with Lanvin. Inter Parfums SA also agreed to pay to Lanvin a sales
based fee for technical and creative assistance in new product development
to be
rendered by Lanvin in connection with our use of the trademarks through June
30,
2019. Finally, we have granted Lanvin the right to repurchase the brand
names and trademarks in 2025 for the greater of 70 million euro or one times
the
average of the annual sales for the years ending December 31, 2023 and
2024.
Brooks
Brothers
In
November 2007, we entered into an exclusive agreement with Retail Brand
Alliance, Inc. covering the design, manufacture and supply of personal care
products for men and women to be sold at Brooks Brothers locations in the United
States as well as a licensing agreement covering Brooks Brothers stores and
specialty and department stores outside the United States and duty free and
other travel-related retailers. In addition to new product development, we
will assume responsibility for the production and supply of existing Brooks
Brothers fragrance and related personal care products.
In
the
United States, we will be responsible for product development, formula creation,
packaging design and manufacturing while Brooks Brothers will be responsible
for
marketing, advertising and in-store sales. The first new products that we
are to develop are tentatively scheduled for launch in November 2008 at Brooks
Brothers retail stores in the United States. In addition, we expect that
International distribution is to begin in 2009.
Pursuant
to our agreement, we will pay royalties on all sales to non U.S. Brooks Brothers
stores, and we have agreed to certain advertising and marketing requirements
as
are customary in the industry.
The
initial term of our agreement expires on December 31, 2013. In addition,
we have the right to extend the term of the agreement for five (5) years, until
December 31, 2018, subject to certain minimum sales and other requirements.
Further, if our agreement has been extended, then both parties have agreed
to
negotiate in good faith the terms of a second five (5) year optional extension
term not less than six (6) months prior to December 31, 2018.
3
New
York & Company
In
April
2007, we signed an exclusive agreement with New York & Company, Inc. under
which we will design and manufacture a new line of personal care products which
will be sold at the New York & Company retail locations and on their
website. Pursuant to the agreement, we will be responsible for product
development, formula creation, packaging and manufacturing while New York &
Company will be responsible for marketing and selling in its stores.
Our
Prestige Products
We
produce and distribute our prestige fragrance products primarily under license
agreements with brand owners, which represented approximately 85% of net sales
for 2007. We have built a portfolio of brands, which include Burberry, Lanvin,
Paul Smith, S.T. Dupont, Christian Lacroix, Quiksilver/Roxy, Van Cleef &
Arpels and Nickel whose products are distributed in over 120 countries around
the world. During the first half of 2007 we began operations of our four newly
established majority-owned European distribution subsidiaries. Shipments to
these subsidiaries are not recognized as sales until that merchandise is sold
by
the distribution subsidiary to its customers. Burberry is our most significant
license, as sales of Burberry products represented 54%, 57% and 60% net sales
for the years ended December 31, 2007, 2006 and 2005, respectively.
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.
The
following is a summary of the prestige brand names owned or licensed by
us:
Brand
Name
|
Licensed
Or
Owned
|
Date
Acquired
|
Term,
Including Option and Repurchase
Periods
|
|||
Burberry
|
Licensed
|
July
2004
|
12.5
years and additional 5-year optional term that requires mutual
consent
|
|||
Lanvin
|
Owned
|
July
2007
|
N/A.
Prior owner has the right to repurchase the brand names and trademarks
in
2025 according to a formula.
|
|||
S.T.
Dupont
|
Licensed
|
July
1997
|
Through
June 30, 2011.
|
|||
Paul
Smith
|
Licensed
|
Dec.
1998
|
12
years
|
|||
Nickel
|
Owned
|
April
2004
|
N/A
|
|||
Christian
Lacroix
|
Licensed
|
March
1999
|
11
years
|
|||
Quiksilver/Roxy
|
Licensed
|
March
2006
|
Through
December 31, 2017
|
|||
Van
Cleef & Arpels
|
Licensed
|
Oct.
2006
|
Through
December 31, 2018, plus a 5-year option if certain sales targets
are
met
|
In
addition, by mutual agreement with Celine, a division of LVMH Moet Hennessy
Louis Vuitton S.A., we terminated our May 2000 fragrance license on December
31,
2007.
4
Prestige
Fragrances
BURBERRY—
Burberry is our leading prestige fragrance brand and we operate under an
exclusive worldwide license with Burberry Limited that was originally entered
into in 1993 and replaced by a new agreement in 2004.
We
have
had significant success in introducing new fragrance families under the Burberry
brand name. We have introduced several fragrance families including Burberry,
Burberry
Week End,
Burberry
Touch,
Burberry
Brit
and
Burberry
London.
Successful distribution has been achieved in more than a hundred countries
around the world by differentiating the positioning and target consumer of
each
of the families. Our success is evidenced by a 32% five-year compounded annual
growth rate in sales of fragrances under the Burberry brand since
2002.
The
largest Burberry fragrance family, Burberry
Brit,
of
which the women’s scent was launched in fall 2003 and the men’s scent launched
in fall 2004, has received much industry recognition. The Burberry fragrance
family, Burberry
London,
of
which the women’s scent was launched in fall 2005 and the men’s scent launched
in spring of 2006, has also been well received. The success of the Burberry
London
launch
and subsequent rollout was slightly offset by a modest decline by other
fragrances within the brand. As the Burberry brand continues to develop and
expand by attracting new customers, the Burberry fragrance portfolio follows
suit expanding and continuing to post sales growth.
The
most
recent Burberry fragrance family, the
Beat,
is the
sixth fragrance family for Burberry fragrances. We intend to capitalize
on the commercial and editorial success of Burberry’s high-end fashion
collections, and to
continue
to create a strong link to the Burberry
fashion
brand. The
women’s scent, which is scheduled for introduction in March 2008, is
a
concept
that is clearly distinct from current fragrance lines. We are targeting a
younger
segment with a mix of British tradition and an avant-garde
positioning
with the
purpose of expanding our customer base by targeting an edgier
consumer.
Further, music
is a
major source of inspiration for the concept of this new women's
fragrance.
LANVIN
—
In
July
2007 we acquired the worldwide rights to the Lanvin brand names and
international trademarks listed in Class 3 that we had licensed in June 2004.
A
synonym of luxury and elegance, the Lanvin fashion house, founded in 1889 by
Jeanne Lanvin, expanded into fragrances in the 1920s. Today, Lanvin fragrances
occupy important positions in the selective distribution market in France,
Europe and Asia, particularly with the lines Arpège
(created
in 1927), Lanvin
L’Homme
(1997)
and Eclat
d’Arpège
(2002).
Our first Lanvin fragrance, Arpège
pour Homme,
debuted
in late 2005. Arpège
by
Lanvin won the honor of entering the Fragrance Hall of Fame at the 2005 FiFi
Awards, an honor given to the best fragrance sold for at least 15 years that
has
been revitalized. During 2006, we began the launch of
Rumeur,
our
first new Lanvin fragrance for women, which was followed by a wider geographic
rollout over the early months of 2007. In addition to the debut of Lanvin
Rumeur,
solid
sales gains made by Éclat
d’Arpège
which
has been a strong seller since its introduction in 2002. We have scheduled
the
launch of Rumeur
2 Rose, a
women's
fragrance
for the
Fall of 2008.
5
PAUL
SMITH —
We
signed an exclusive license agreement with Paul Smith in December 1998, our
first designer fragrance, for the creation, manufacture and worldwide
distribution of Paul Smith perfumes and cosmetics. 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,
Paul
Smith Extrême and
Paul
Smith London.
In the
fourth quarter of 2006 we launched the men’s fragrance, Paul
Smith Story,
and in
the Fall of 2007, we launched
Paul
Smith Rose,
a new
women’s fragrance for Paul Smith.
S.T.
DUPONT —
In
June
1997, we signed an exclusive license agreement with S.T. Dupont which we
extended in 2006 until June 30, 2011, for the creation, manufacture and
worldwide distribution of S.T. Dupont perfumes. Fragrances include: S.T.
Dupont Paris,
S.T.
Dupont Essence Pure
and
L’Eau
de S.T. Dupont.
In
addition, during 2006 we launched the new men’s fragrance, S.T.
Dupont Noir,
which
was received well in Eastern Europe and the Middle East. During 2007 we launched
S.T.
Dupont Blanc,
a new
women’s fragrance for S.T. Dupont. Finally, we are developing a new fragrance
line for both women and men for 2008.
CHRISTIAN
LACROIX —
In
March 1999, we entered into an exclusive license agreement with the Christian
Lacroix Company, formerly a division of LVMH Moet Hennessy Louis Vuitton S.A.,
for the worldwide development, manufacture and distribution of perfumes. For
us,
this association with a prestigious fashion label is another key area for growth
which we expect will further strengthen our position in the prestige fragrance
market. Our Christian Lacroix fragrances families for both men and women
include: Eau
Florale,
Bazar, Tumulte and C'est
la fête,
a new
women’s fragrance we launched in Spring 2007.
VAN
CLEEF & ARPELS — In
September 2006 Inter Parfums, S.A. and Van
Cleef
& Arpels Logistics SA, entered
into an
exclusive, worldwide license agreement for the creation, development and
distribution of fragrance and related bath and body products under the Van
Cleef
& Arpels brand and related trademarks. The term of the license expires on
December 31, 2018. We
believe this agreement with Van Cleef & Arpels, the prestigious and
legendary world-renowned jewelry designer, is an important step in our
development. We also believe its growth potential will strengthen opportunities
for expansion of our fragrance business in the high luxury segment. In
1976,
Van Cleef & Arpels was a pioneer among jewelers with its launch of the
fragrance, First,
which
exemplified the tradition of boldness of the jewelry house.
We plan
to build upon this sales base by promoting the two strongest families,
First
and
Tsar,
and
then create an entirely new line for launch in Fall 2008. We believe this new
women’s fragrance will be the highest retail price cologne in the market, a
100ml. size fragrance with a suggested retail price of approximately
$150.
QUIKSILVER/ROXY
— In
March
2006
Inter
Parfums S.A., and QS Holdings SARL signed an
exclusive worldwide license agreement for the creation, development and
distribution of fragrance, suncare, skincare and related products under the
Roxy
brand and suncare and related products under the Quiksilver brand. The term
of
the license expires in December 2017.
6
We
intend
to develop entirely new product categories for each of the two brands, which
are
important brands for the global youth market and synonymous with the heritage
and culture of surfing, skateboarding and snowboarding. Quiksilver Inc.’s
apparel and footwear brands represent a casual lifestyle for young-minded people
that connect with its board riding culture and heritage, while its winter sports
and golf brands symbolize a long-standing commitment to technical expertise
and
competitive success on the mountains and on the links.
In
late
2007 we launched Roxy,
the
first
fragrance line for women, and in 2008 we intend to launch Roxy
Love, another
women's fragrance, followed by a Quiksilver suncare line, Sun
Energy,
and
then our first Quiksilver fragrance line for men.
Prestige
Skin Care
NICKEL
—
In
April 2004 Inter Parfums, S.A. acquired a 67.6% interest in Nickel S.A., and
in
June 2007, the minority shareholders of Nickel S.A., exercised their rights
to
sell their remaining 32.4% interest in Nickel S.A. to us for approximately
$4.7
million in cash.
Established
in 1996, Nickel has developed two innovative concepts in the world of cosmetics:
spas exclusively for male customers and skin care products for men. The Nickel
skin care products for the face and body are sold through prestige department
and specialty stores primarily in France, the balance of Western Europe and
in
the United States, as well as through our men’s spas in Paris and New
York.
As
the
result of disappointing sales of the Eau
Maximum fragrance
line, we discontinued that line which contributed to the downturn in sales
for
2007. In 2008, we intend to focus more on skin care products and launch several
new skin care products in order to grow Nickel sales.
Specialty
Retail and Mass Market Products
Gap
and Banana Republic
In
July
2005, we entered into an exclusive agreement with The Gap, Inc. to develop,
produce, manufacture and distribute fragrance, personal care and home fragrance
products for Gap and Banana Republic brand names to be sold in Gap and Banana
Republic retail stores in the United States and Canada.
In
March
2006, we entered into an addendum to our exclusive agreement with The Gap,
Inc,
whereby we obtained the additional rights to develop, produce, manufacture
and
distribute fragrance, personal care and home fragrance products for Gap Outlet
and Banana Republic Factory Stores in the United States and Canada.
In
September 2006, we launched the Banana Republic Discover Collection, a family
of
five fragrances, we developed and supply to Banana Republic’s North American
stores. The collection consists of three scents for women and two for men,
each
named after a luxurious, natural material that is both emotional and authentic.
7
During
2007, we had a staged rollout of new products to additional Gap stores, as
well
as new product launches for both Banana Republic and Gap stores. For Banana
Republic, two new fragrances were added to the Discover Collection, and
companion products such as body wash, body cream and shower gel were also
introduced.
In
addition, beginning in the third quarter 2007, Individuals, a very special
high
end collection of five fragrances for men and women as well as a men’s fragrance
and grooming collection, known as G7, began being rolled-out to Gap’s North
American stores. Further, we developed special holiday and seasonal products
and
assortments for both Banana Republic and Gap stores were shipped in the fourth
quarter of 2007.
Brooks
Brothers
In
November 2007, we entered into an exclusive agreement with Retail Brand
Alliance, Inc. covering the design, manufacture and supply of personal care
products for men and women to be sold at Brooks Brothers locations in the United
States as well as a licensing agreement covering Brooks Brothers stores and
specialty and department stores outside the United States and duty free and
other travel-related retailers. In addition to new product development, we
will assume responsibility for the production and supply of existing Brooks
Brothers fragrance and related personal care products.
In
the
United States, we will be responsible for product development, formula creation,
packaging design and manufacturing while Brooks Brothers will be responsible
for
marketing, advertising and in-store sales. The first new products to be
developed by us are tentatively scheduled for launch in November 2008 at Brooks
Brothers retail stores in the United States. We expect that International
distribution is to begin in 2009.
The
initial term of the agreement expires on December 31, 2013. We have the
right to extend the term of the agreement for five (5) years, until December
31,
2018, subject to certain minimum sales and other requirements. Further, if
our
agreement has been extended, then both parties have agreed to negotiate in
good
faith the terms of a second five (5) year optional extension term not less
than
six (6) months prior to December 31, 2018.
New
York & Company
In
April
2007 we signed an exclusive agreement with New York & Company, Inc. under
which we will design and manufacture a new line of personal care products which
will be sold at the New York & Company retail locations and on their
website. Pursuant to the agreement, we will be responsible for product
development, formula creation, packaging and manufacturing while New York &
Company will be responsible for marketing and selling in its stores.
New
York
& Company has achieved by building its brand and loyal customer base around
clothing and accessories that are ‘trendy, affordable, comfortable and sexy for
real women and with real lives’. The bath and body products that we developed
are designed for the target New York & Company customer, the
fashion-conscious, value-sensitive women between the ages of 25 and
45. In
November 2007 we launched the initial bath and body collections and holiday
gift
sets that were developed for New York & Company’s more than 560
stores.
8
Mass
Market
Our
mass
market products are also comprised of fragrances and fragrance related products.
We produce a variety of alternative designer fragrances and personal care
products that sell at a substantial discount from their brand name counterparts.
Our alternative designer fragrances are similar in scent to highly advertised
designer fragrances that are marketed at a higher retail price. Our mass market
fragrance brands include several proprietary brand names as well as a license
for the Jordache brand. We also market our Aziza line of low priced eye shadow
kits, mascara, and pencils, focusing on the young teen market and a line of
health and beauty aids under our Intimate brand name consisting of shampoo,
conditioner, hand lotion and baby oil. All of theses products are distributed
to
the same mass market retailers and discount chains.
Business
Strategy
Focus
on prestige beauty brands.
Prestige beauty brands contribute significantly to our growth. Over the past
few
years, prestige brands have accounted for a larger portion of our business
— 85%
of total business in 2007 up from 68% in 2002. 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, Inter Parfums has had a history of
successful launches. Certain fashion designers and other licensors choose Inter
Parfums as a partner because our company’s size enables us to work more closely
with them in the product development process as well as because of 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 two to three years, we create a new family of fragrances
for each brand in our portfolio. We frequently introduce “seasonal” 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, or flanker brands) within our
brand franchises. Furthermore, we promote the smooth and consistent performance
of our prestige perfume operations through knowledge of the market, detailed
analysis of the image and potential of each brand name, a “good dose” of
creativity 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 — we intend to add new prestige
beauty brands to our portfolio. Over the past decade, 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. 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, and
marketing.
9
Expand
existing portfolio into new categories.
We plan
to broaden our product offering beyond the fragrance category and offer other
personal care products such as skin care, cosmetics and hair care under some
of
our existing brands. We believe such product offerings meet customer needs
and
further strengthen customer loyalty. We also plan to draw upon the skin care
product expertise that the Nickel team brings, as we explore other opportunities
in the treatment side of the beauty business beyond the Nickel brand.
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, we have modified our distribution model and have formed joint ventures
in the major markets of the United Kingdom, Italy, Spain and Germany for
distribution of prestige fragrances. Further, we may enter into future joint
ventures arrangements or acquire distribution companies within other key markets
to distribute certain of our licensed prestige brands. However, we cannot assure
you that we will be able to enter into any future joint venture arrangements
or
acquire distribution companies, or if we do, that any such transaction will
be
successful. We believe that in certain markets vertical integration of our
distribution network is key to the 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.
Build
specialty retail business.
We
believe the beauty industry has experienced a significant growth in specialty
retail and we now have agreements in place for with Gap and Banana Republic
brands, New York & Company brand and Brooks Brothers brand. We are
responsible for product development, formula creation, packaging and
manufacturing under all of those brands. Gap, a leading international specialty
retailer offering clothing, accessories and personal care products for men,
women, children and babies, New York & Company and Retail Brand Alliance
(for Brooks Brothers) are each responsible for marketing and selling the newly
launched fragrance and fragrance related products in their stores. In addition,
we have been approached by other specialty retailers to determine if there
is
interest in establishing a relationship whereby we would design, produce and
manufacture fragrance and fragrance related products similar to our existing
relationships with specialty retailers. However, we cannot assure you that
we
will be able to enter into any similar future arrangements, or if we do, that
any such arrangement will be successful.
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;
|
10
·
|
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
our 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 (Federico Restrepo, Fabien Baron, Aesthete,
Ateliers Dinand);
|
·
|
Perfumers
(IFF, Firmenich, Robertet, Quest, Givaudan, Wessel Fragrances) which
create a fragrance consistent with our expectations and, that of
the
fragrance designers and creators;
|
·
|
Contract
manufacturers of components such as glassware (Saint Gobain, Saverglass,
Pochet, Nouvelles Verreries de Momignie), caps (MT Packaging, Codiplas,
Risdon, Newburgh) or boxes (Printor Packaging, Draeger, Dannex
Manufacturing);
|
·
|
Production
specialists who carry out packaging (MF Production, Brand, CCI, IKI
Manufacturing) or logistics (SAGA for storage, order preparation
and
shipment).
|
For
our
prestige products, approximately 80% of component and production needs are
purchased from approximately 50 suppliers out of a total of over 160 active
suppliers. The suppliers' accounts for our European operations are primarily
settled in Euros and for our United States operations, suppliers' accounts
are
primarily settled in U.S. dollars.
Marketing
and Distribution
Prestige
Products
For
the
majority of our international distribution of prestige products, we contract
with independent distribution companies specializing in luxury goods. In each
country, we designate anywhere from one to three distributors with the status
of
"exclusive representative" for one or more of our name brands. We also
distribute our prestige products through a variety of duty-free operators,
such
as airports and airlines and select vacation destinations.
11
As
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,
we
have modified our distribution model, and have formed majority owned
distribution subsidiaries in the major markets of the United Kingdom, Italy,
Spain and Germany for distribution of prestige fragrances. Further, we may
enter
into future joint ventures arrangements or acquire distribution companies within
other key markets to distribute certain of our licensed prestige brands.
However, we cannot assure you that we will be able to enter into any future
joint venture arrangements or acquire distribution companies, or if we do,
that
any such transaction will be successful. We believe that in certain markets
vertical integration of our distribution network is key to the 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.
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. Sales to one distributor represented 13%, 15% and 14% of
consolidated net sales in 2007, 2006 and 2005, respectively.
Approximately
33% of our prestige fragrance net sales are denominated in U.S. dollars. In
an
effort to reduce our exposure to foreign currency exchange fluctuations, we
engage in a program of cautious hedging of foreign currencies to minimize the
risk arising from operations. Our sales are not subject to material seasonal
fluctuations.
Distribution
in France of our prestige products is carried out by a sales team who oversee
some 1,200 points of sale including, retail perfumers (chain stores) such
as
· |
Sephora
|
· |
Marionnaud
|
· |
Nocibé
|
· |
Galeries
Lafayette
|
· |
Printemps
|
or
specialized independent points of sale. Approximately 90% of prestige product
sales in France are made to approximately 20 customers out of a total of over
1,200 active accounts.
Specialty
Retail and Mass Market Products
We
do not
presently market and distribute Gap, Banana Republic, New York & Company or
Brooks Brothers specialty retail products to third parties in the United States.
Marketing and distribution are the responsibility of the brand owners which
market and sell the products we produce in their own retail locations. With
respect to certain license agreements with specialty retailers, we distribute
or
plan to distribute product to their stores, other specialty retailers and
department stores outside the United States including duty free and other
travel-related retailers. We utilize our in house sales team to reach our
distributors and customers outside the United States.
12
Mass
merchandisers are the target customers for our mass market products. In
addition, our mass market products are sold to wholesale distributors, specialty
store chains, and to multiple locations of accessory, jewelry and clothing
outlets. These products are sold through a highly efficient and dedicated
in-house sales team and reach approximately 12,000 retail outlets throughout
the
United States and abroad.
Our
140,000 square foot distribution center has provided us with the opportunity
and
resources to meet our customers' requirements.
Geographic
Areas
Export
sales from United States operations were approximately $9.5 million, $7.2
million and $6.4 million in 2007, 2006 and 2005, respectively.
Consolidated
net sales to customers by region is as follows (in thousands):
Year
Ended December 31
|
||||||||||
2007
|
2006
|
2005
|
||||||||
North
America
|
$
|
115,400
|
$
|
107,400
|
$
|
81,800
|
||||
Europe
|
173,200
|
128,300
|
116,800
|
|||||||
Central
and South America
|
28,200
|
24,500
|
21,800
|
|||||||
Middle
East
|
26,100
|
21,900
|
19,800
|
|||||||
Asia
|
43,900
|
37,700
|
32,200
|
|||||||
Other
|
2,800
|
1,300
|
1,100
|
|||||||
$
|
389,600
|
$
|
321,100
|
$
|
273,500
|
Consolidated
net sales to customers in major countries is as follows
(in
thousands):
Year
Ended December 31
|
||||||||||
2007
|
2006
|
2005
|
||||||||
United
States
|
$
|
113,000
|
$
|
104,000
|
$
|
80,000
|
||||
United
Kingdom
|
28,000
|
28,000
|
26,000
|
|||||||
France
|
30,000
|
21,000
|
17,000
|
Competition
The
market for fragrances and beauty related 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.
In
the
specialty retail market, we are presently selling products only to Gap and
Banana Republic stores, and New York & Company Stores, so we do not have any
direct competition. However, such special retail stores compete directly with
other specialty retail stores such as Abercrombie & Fitch and Victoria
Secret, which thereby indirectly compete with us.
13
We
compete in the mass market for fragrances, color cosmetics health and beauty
aids primarily on the basis of price. At the present time, we are aware of
approximately four established companies which market alternative designer
fragrances similar to ours. Many of our competitors of both mass market color
cosmetics (such as L’Oreal and Revlon) and health and beauty aids (such as
Proctor and Gamble) have substantial financial resources as well as national
and
international marketing campaigns. However, we believe that consumer recognition
of our two brands, Aziza for mass market color cosmetics, and Intimate for
health and beauty aids, together with competitive pricing of our products,
helps
us compete in those markets.
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 deliver product to
customers within 72 hours of the receipt of their orders.
Product
Liability
We
maintain product liability coverage in an amount of $5,000,000. 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.
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. Some of our
color cosmetic products may contain menthol and are also classified as a “drug”.
Under U.S. law, a product may be classified as both a cosmetic and a drug.
Additional regulatory requirements for products which are “drugs” include
additional labeling requirements, registration of the manufacturer and the
semi-annual update of a drug list.
Our
fragrances are subject to the approval of the Bureau of Alcohol, Tobacco and
Firearms as a result of the use of specially denatured alcohol. So far we have
not experienced any difficulties in obtaining the required
approvals.
Our
fragrances that are manufactured in France are subject to certain regulatory
requirements of the European Union, but as of the date of this report, we have
not experienced any material difficulties in complying with such requirements.
14
Trademarks
The
market for our products depends to a significant extent upon the value
associated with our trademarks and brand names. We own, or have licenses or
other rights to use, 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 is important
to
our business. Although most of our brand names 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 (except as otherwise noted). These registered
trademarks include:
·
|
Burberry
|
·
|
Gap
(United States and Canada only)
|
·
|
Banana
Republic (United States and Canada
only)
|
·
|
New
York & Company
|
·
|
Brooks
Brothers
|
·
|
S.T.
Dupont
|
·
|
Paul
Smith
|
·
|
Christian
Lacroix
|
·
|
Van
Cleef & Arpels
|
·
|
Quiksilver
and Roxy
|
·
|
Jordache
|
In
addition, we are the registered trademark owner of many trademarks, including:
·
|
Lanvin
|
·
|
Intimate
|
·
|
Aziza
|
·
|
Nickel
|
·
|
Regal
Collections, Royal Selections, Euro Collections and
Apple
|
Employees
As
of
March 1, 2008 we had 248 full-time employees world-wide. Of these, 145 are
full-time employees in Paris, with 72 employees engaged in sales activities
and
73 in administrative, production and marketing activities. In the United States,
103 employees work full-time, and of these, 44 were engaged in sales activities
and 59 in administrative, production and marketing activities. We believe that
our relationship with our employees is good.
15
Item
1A. Risk Factors.
You
should carefully consider these risk factors, together with all of the other
information contained or incorporated by reference in this report, 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 risks and uncertainties described
below are not the only ones we face. Additional risks and uncertainties not
presently known to us or that we currently deem immaterial may also harm our
business. 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.
We
are dependent upon Burberry for a significant portion of our sales, and the
loss
of this license will have a material adverse effect on us.
Burberry
is our most significant license, as sales of Burberry products represented
54%,
57% and 60% net sales for the years ended December 31, 2007, 2006 and 2005,
respectively.
In
October 2004 our Paris-based subsidiary, Inter Parfums, S.A., entered into
a
12.5-year, exclusive world-wide fragrance license with Burberry Limited,
effective as of July 1, 2004, which replaced the original 1993 license. This
license includes an additional five-year optional term that requires the consent
of both Burberry and Inter Parfums, S.A., and must be exercised, if at all,
prior to December 31, 2014. In addition, Burberry has the right on December
31,
2009 and December 31, 2011 to buy back the license at its then fair market
value. Further, this license provides for a termination on a change in control
of either Inter Parfums, S.A., the licensee, or Inter Parfums, Inc., the
guarantor.
This
license is subject to Inter Parfums, S.A. making required royalty payments
(which are subject to certain minimums), minimum advertising and promotional
expenditures and meeting minimum sales requirements. The new royalty rates,
which are approximately double the rates under the prior license, commenced
as
of July 1, 2004. The new advertising and promotional expenditures, which
commenced on January 1, 2005, as well as the minimum sales requirements, are
substantially higher than under the prior license.
We
are dependent upon the continuation and renewal of various licenses for a
significant portion of our sales, and the loss of one or more licenses could
have a material adverse effect on us.
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 on terms favorable to us. Each license is for a specific term and
may
have additional optional terms. In addition, 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. Just as the loss of a license may have a material adverse effect
on us, a renewal on less favorable terms may also negatively impact
us.
16
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 our trademarks and brand names. We own, or have licenses or
other rights to use, 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 is important
to
our business. Although most of our brand names 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.
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 fragrances and fragrance related products is highly competitive
and
sensitive to changing market preferences and demands. Many of our competitors
in
this market (particularly in the prestige fragrance industry) 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.
In
the
specialty retail market, we are presently selling products only to Gap and
Banana Republic stores, and New York & Company Stores, so we do not have any
direct competition. However, such special retail stores compete directly with
other specialty retail stores such as Abercrombie & Fitch and Victoria
Secret, which thereby indirectly compete with us.
Our
success with mass market fragrance and fragrance related products is dependent
upon our ability to competitively price quality products and to quickly and
efficiently develop and distribute new products.
If
there
is insufficient demand for our existing fragrances and fragrance related
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.
17
Consumers
may reduce discretionary purchases of our products as a result of a general
economic downturn.
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 economic
downturns, or if terrorism or diseases affect customers’ purchasing patterns. In
addition, a general economic downturn may result in reduced traffic in our
customers’ stores which may, in turn, result in reduced net sales to our
customers. Any resulting material reduction in our sales could have a material
adverse effect on our business, financial condition and operating results.
We
are dependent upon specialty retailers to sell products that we develop for
their retail stores.
We
have
agreements in place for with Gap and Banana Republic brands, New York &
Company brand and Brooks Brothers brand. We are responsible for product
development, formula creation, packaging and manufacturing under all of those
brands. Gap, a leading international specialty retailer offering clothing,
accessories and personal care products for men, women, children and babies,
New
York & Company and Retail Brand Alliance (for Brooks Brothers) are each
responsible for marketing and selling the newly launched fragrance and fragrance
related products in their stores.
If
the
sales and marketing efforts of those specialty retailers are not successful
for
the products that we have developed, then our future growth potential could
be
negatively impacted.
If
we are unable to acquire or license additional brands, or obtain the required
financing for these agreements and arrangements, the growth of our business
could be impaired.
Our
future expansion through acquisitions or new product distribution arrangements,
if any, will depend upon the capital resources and working capital available
to
us. 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.
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
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;
|
18
·
|
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.
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 Inter Parfums, S.A., 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. We maintain key man insurance on the life of Mr.
Benacin ($3.6 million) and are seeking to acquire a nominal amount of key man
insurance on the life of Mr. Madar. However, we cannot assure you that we would
be able to retain suitable replacements for either Mr. Madar or Mr. Benacin.
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 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 which 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 begun to modify our distribution model by the formation
of
joint ventures or company owned subsidiaries within key markets. 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.
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 one distribution facility in Paris and one in New Jersey.
The loss of one or both of those facilities, as well as the inventory
stored in those facilities, would require us to find replacement facilities
and
assets. In addition, terrorist attacks, or weather conditions, such as natural
disasters, could disrupt our distribution operations. If we cannot replace
our
distribution capacity and inventory in a timely, cost-efficient manner, it
could
have a material adverse effect on our business, financial condition and
operating results.
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
portion
of our Paris subsidiary’s net sales (approximately 33% in 2007) are sold in U.S.
dollars. In an effort to reduce our exposure to foreign currency exchange
fluctuations, we engage in a program of cautious hedging of foreign currencies
to minimize the risk arising from operations. 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, other countries or the European Union might
also have a material adverse effect on our business.
Our
business is subject to governmental regulation, which could impact our
operations.
Fragrances
and fragrance related 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. Some of our color cosmetic products may also be
classified as a “drug”. Additional regulatory requirements for products which
are “drugs” include additional labeling requirements, registration of the
manufacturer and the semi-annual update of a drug list.
Our
fragrances are subject to the approval of the Bureau of Alcohol, Tobacco and
Firearms as a result of the use of specially denatured alcohol. So far we have
not experienced any difficulties in obtaining the required
approvals.
Our
fragrances and fragrance related products that are manufactured in France are
subject to certain regulatory requirements of the European Union, 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 develop or market fragrances and fragrance
related 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.
20
We
may become subject to possible liability for improper comparative advertising
or
“Trade Dress.”
Brand
name manufacturers and sellers of brand name products may make claims of
improper comparative advertising or trade dress (packaging) with respect to
the
likelihood of confusion between some of our mass market products and those
of
brand name manufacturers and sellers. They may seek damages for loss of business
or injunctive relief to seek to have the use of the improper comparative
advertising or trade dress halted. However, we believe that our displays and
packaging constitute fair competitive advertising and are not likely to cause
confusion between our products and others. Further, we have not experienced
to
any material degree, any of such problems to date.
Item
1B. Unresolved Staff Comments.
None.
21
Item
2. Properties
Use
|
Location
|
Approximate
Size
|
Annual
Rent
(All
are subject
to
escalations,
except
where
noted)
|
Term
Expires
|
Other
Information
|
|||||
Office
Space-corporate headquarters and United States operations
|
551
Fifth Avenue, New York, NY.
|
11,000
square feet
|
$446,000
|
February
28, 2013
|
||||||
Distribution
center
|
60
Stults Road
Dayton,
NJ
|
140,000
square feet
|
$684,000
|
October
31, 2010
|
||||||
Office
Space-Paris corporate headquarters and Paris based
operations
|
4 Rond
Point Des Champs Elysees
Ground
and 1st Fl. Paris, France
|
571
square meters
|
347,000
Euros
|
March
2013
|
Lessee
has early termination right every 3 years on 6 months
notice
|
|||||
Office
Space-Paris corporate headquarters and Paris based
operations
|
4 Rond
Point Des Champs Elysees
4th
Fl.
Paris,
France
|
531
square meters
|
287,000
Euros
|
June
2014
|
Lessee
has early termination right every 3 years on 6 months
notice
|
|||||
Office
Space-Paris corporate headquarters and Paris based
operations
|
4 Rond
Point Des Champs Elysees
5th
Fl- left
Paris,
France
|
155
square meters
|
85,000
Euros
|
March
2013
|
Lessee
has early termination right on 3 months notice
|
|||||
Office
Space-Paris corporate headquarters and Paris based
operations
|
4 Rond
Point Des Champs Elysees
6th
Fl-Right
Paris,
France
|
157
square meters
|
92,000
Euros
|
March
2013
|
Lessee
has early termination right every 3 years on 6 months
notice
|
|||||
Office
Space-
Paris
Accounting and Legal
|
39
avenue Franklin Roosevelt,
2nd
Floor
Paris,
France
|
360
square meters
|
178,800
Euros
|
December
2014
|
Lessee
has early termination right every 3 years on 6 months
notice
|
|||||
Men’s
Spa
|
48
Rue des Francs Bourgeois,
Paris,
France
|
116
square meters
|
44,000
Euros
|
June
2011
|
Lessee
has early termination right every 3 years on 6 months
notice
|
|||||
Men’s
Spa
|
Unit
C2, 300 West 14th Street, New York, N.Y.
|
4,500
square feet
|
$286,800
|
October
31, 2009
|
5-year
term option term
|
Inter
Parfums, S.A. has an agreement with Sagatrans, S.A. for warehousing and
distribution services through September 2011. Fees are calculated based upon
a
percentage of sales, which are customary in the industry. Minimum future lease
payments range from 2.7 million euro in 2007 increasing to 3.0 million euro
in
2011.
22
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. Submissions Of Matters To A Vote Of Security Holders
Not
applicable.
23
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
2007
|
High Closing Price
|
Low Closing Price
|
|||||
Fourth
Quarter
|
$
|
21.29
|
$
|
17.75
|
|||
Third
Quarter
|
$
|
29.18
|
$
|
20.44
|
|||
Second
Quarter
|
$
|
27.31
|
$
|
20.13
|
|||
First
Quarter
|
$
|
26.46
|
$
|
16.42
|
Fiscal
2006
|
High Closing Price
|
Low Closing Price
|
|||||
Fourth
Quarter
|
$
|
21.77
|
$
|
17.63
|
|||
Third
Quarter
|
$
|
19.56
|
$
|
15.75
|
|||
Second
Quarter
|
$
|
19.99
|
$
|
15.39
|
|||
First
Quarter
|
$
|
20.38
|
$
|
17.07
|
As
of
February 21, 2008 the number of record holders, which include brokers and
broker's nominees, etc.,
of our
common stock was 63. We believe there are in excess of 1,300 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:
Alberto-Culver, Avon Products Inc., Bare Escentuals, Inc., Blyth Inc., CCA
Industries, Inc., Colgate-Palmolive Co., Elizabeth Arden, Inc., Estee Lauder
Cosmetics, Inc., Inter Parfums, Inc., Kimberly Clark Corp., Natural Health
Trends, Parlux Fragrances Inc., Physicians Formula Holdings, Procter &
Gamble, Revlon, Inc., Spectrum Brands, Inc., Stephan Company, 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.
24
Dividends
In
March
2005
our
board of directors increased the cash dividend from $.12
to
$.16 per share per annum, payable $0.04 on
a
quarterly basis, and in December 2005 our board of directors authorized the
continuation of our cash dividend of $.16
per
share per annum, payable $.04 on
a
quarterly basis.
In
December 2006
our
board of directors increased the cash dividend from $.16
to
$.20 per share per annum, payable $0.05 on
a
quarterly basis, and in December 2007 our board of directors authorized the
continuation of our cash dividend of $.20
per
share per annum, payable $.05 on
a
quarterly basis. The first cash dividend for 2008 of $.05
per
share
is to be paid on April 15, 2008 to shareholders of record on March 31,
2008.
Our
Certificate of Incorporation provides for the requirement of unanimous approval
of the members of our board of directors for the declaration or payment of
dividends, if the aggregate amount of dividends to be paid by us and our
subsidiaries in any fiscal year is more than thirty percent (30%) of our annual
net income for the last completed fiscal year, as indicated by our consolidated
financial statements.
Sales
of Unregistered Securities
The
following sets forth certain information as to the sales of unregistered
securities, including options granted to purchase our common stock during the
last quarter of the last fiscal year and through the date of this report, which
were not registered under the Securities Act. In each of the transactions,
we
either issued shares to 2 executive officers upon the exercise of outstanding
stock options, or granted options to our non-employee directors, who are all
deemed our affiliates. The 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 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.
25
In
December 2007 both the Chief Executive Officer and the President exercised
an
aggregate of 100,000 outstanding stock options of the Company’s common stock.
The aggregate exercise prices of $0.8 million were paid by them tendering to
the
Company in December 2007 an aggregate of 48,286 of the Company’s common stock,
previously owned by them, valued at fair market value on the date of exercise.
All shares issued pursuant to these option exercises were issued from treasury
stock of the Company. In addition, the Chief Executive Officer tendered an
additional 6,465 shares in December 2007 for payment of certain withholding
taxes resulting from his option exercise.
On
February 1, 2008, we granted options to purchase an aggregate of 6,500 shares
for a five-year period at the exercise price of $17.12 per share, the fair
market value on the date of grant, to 7 directors under our 2004 Non-Employee
Director Stock Option Plan. Such options vest 25% each year over a four year
period on a cumulative basis.
Repurchases
of Our Common Stock
Except
as
set forth above with respect to the tendering of shares for the payment of
the
exercise price and taxes, we did not repurchase any of our Common Stock during
the fourth quarter of fiscal year ended December 31, 2007.
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)
|
2007
|
2006
|
2005
|
2004
|
2003
|
|||||||||||
Income
Statement Data:
|
||||||||||||||||
Net
Sales
|
$
|
389,560
|
$
|
321,054
|
$
|
273,533
|
$
|
236,047
|
$
|
185,589
|
||||||
Cost
of Sales
|
160,137
|
143,855
|
115,827
|
113,988
|
95,449
|
|||||||||||
Selling,
General and Administrative
|
181,224
|
141,074
|
126,353
|
89,516
|
64,147
|
|||||||||||
Operating
Income
|
47,331
|
36,125
|
31,353
|
32,543
|
25,993
|
|||||||||||
Income
Before Taxes and Minority Interest
|
47,276
|
37,135
|
31,724
|
31,638
|
26,632
|
|||||||||||
Net
Income
|
23,817
|
17,742
|
15,263
|
15,703
|
13,837
|
|||||||||||
Net
Income per Share:
|
||||||||||||||||
Basic
|
$
|
1.16
|
$
|
0.87
|
$
|
0.76
|
$
|
0.82
|
$
|
0.73
|
||||||
Diluted
|
$
|
1.14
|
$
|
0.86
|
$
|
0.75
|
$
|
0.77
|
$
|
0.69
|
||||||
Average
Common Shares Outstanding:
|
||||||||||||||||
Basic
|
20,444
|
20,324
|
20,078
|
19,205
|
19,032
|
|||||||||||
Diluted
|
20,670
|
20,568
|
20,487
|
20,494
|
20,116
|
|||||||||||
Depreciation
and Amortization
|
$
|
8,031
|
$
|
5,347
|
$
|
4,513
|
$
|
3,988
|
$
|
3,344
|
26
As
at December 31,
|
||||||||||||||||
(In
thousands except per share data)
|
2007
|
2006
|
2005
|
2004
|
2003
|
|||||||||||
Balance
Sheet And Other Data:
|
||||||||||||||||
Cash
and Cash Equivalents and Short-Term Investments
|
$
|
90,034
|
$
|
71,047
|
$
|
59,532
|
$
|
40,972
|
$
|
58,958
|
||||||
Working
Capital
|
178,560
|
138,547
|
131,084
|
129,866
|
115,970
|
|||||||||||
Total
Assets
|
446,052
|
333,045
|
240,910
|
230,485
|
194,001
|
|||||||||||
Short-Term
Bank Debt
|
7,217
|
6,033
|
989
|
748
|
121
|
|||||||||||
Long-Term
Debt (including current portion)
|
59,733
|
10,769
|
13,212
|
19,617
|
-0-
|
|||||||||||
Stockholders’
Equity
|
192,660
|
155,272
|
127,727
|
126,509
|
104,916
|
|||||||||||
Dividends
per Share
|
$
|
0.20
|
$
|
0.16
|
$
|
0.16
|
$
|
0.12
|
$
|
0.08
|
Item
7. Management's Discussion And Analysis Of Financial Condition
And
Results Of Operation
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.
Our
prestige fragrance products are produced and marketed by our European operations
through our 72% owned subsidiary in Paris, Inter Parfums, S.A., which is also
a
publicly traded company as 28% of Inter Parfums, S.A. shares trade on the
Euronext. Prestige cosmetics and prestige skin care products represent less
than
3% of consolidated net sales.
We
produce and distribute our prestige products primarily under license agreements
with brand owners and prestige product sales represented approximately 85%
of
net sales for 2007. We have built a portfolio of brands, which include Burberry,
Lanvin, Paul Smith, S.T. Dupont, Christian Lacroix, Quiksilver/Roxy, Van Cleef
& Arpels and Nickel whose products are distributed in over 120 countries
around the world. During the first half of 2007 we began operations of our
four
newly established majority-owned European distribution subsidiaries. Shipments
to these subsidiaries are not recognized as sales until that merchandise is
sold
by the distribution subsidiary to its customers. Burberry is our most
significant license, as sales of Burberry products represented 54%, 57% and
60%
of net sales for the years ended December 31, 2007, 2006 and 2005,
respectively.
Our
specialty retail and mass-market fragrance and fragrance related products are
marketed through our United States operations and represented 15% of sales
for
the year ended December 31, 2007. These products are sold under trademarks
owned
by us or pursuant to license or other agreements with the owners of the
Gap,
Banana
Republic, New York & Company, Brooks Brothers, and
Jordache
trademarks.
27
Seasonality
has never been a major factor for our Company. However, with the establishment
of our four majority-owned European distribution subsidiaries and our growing
specialty retail product lines, sales are expected to be more concentrated
in
the second half of the year than ever before.
We
grow
our business in two distinct ways. First, we grow by adding new brands to our
portfolio, either through new licenses or out-right acquisitions of brands.
Second, 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.
Our
business is not capital intensive, and it is important to note that we do not
own any 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
good for us and ship it back to our distribution center.
Recent
Important Events
Brooks
Brothers
In
November 2007, we entered into exclusive agreements with Retail Brand Alliance,
Inc., d/b/a/ Brooks Brothers (“Brooks Brothers”) under which we will design,
manufacture and supply personal care products for men and women to be sold
at
Brooks Brothers locations in the United States as well as a licensing agreement
covering Brooks Brothers stores and specialty retail and department stores
outside the United States, including duty free and other travel-related
retailers.
Lanvin
In
July
2007, we acquired the worldwide rights to the Lanvin brand names and
international trademarks listed in Class 3 from Jeanne Lanvin, S.A. (“Lanvin”).
Among other items, Class 3 of the international classification of trademarks
goods and services include: soaps, perfumery, essential oils, cosmetics and
hair
lotions. We paid €22
million (approximately $29.7 million) in cash for the brand names and trademarks
and simultaneously terminated our existing license agreement. In addition,
Lanvin has the right to repurchase the brand names and trademarks in 2025 for
the greater of €70
million or one times the average of the annual sales for the years ending
December 31, 2023 and 2024.
Prior
to
this acquisition, the amount paid to secure the license agreement with Lanvin
was being amortized over the life of the license agreement. At June 30, 2007,
that intangible asset, net of accumulated amortization aggregated €13.2
million. The €22
million paid in July 2007 for the brand names and trademarks together with
the
carrying value related to the license agreement represents the total cost of
acquiring the brand names and trademarks.
28
New
York & Company
In
April
2007, we entered into an exclusive agreement with New York & Company, Inc.
under which we design and manufacture personal care products to be sold at
the
New York & Company retail locations and on their website. We are responsible
for product development, formula creation, packaging and manufacturing while
New
York & Company is responsible for marketing and selling in its
stores.
Van
Cleef & Arpels
In
September 2006, we entered into an
exclusive, worldwide license agreement
with
Van
Cleef
& Arpels Logistics SA, for the creation, development and distribution of
fragrance and related bath and body products under the Van Cleef & Arpels
brand and related trademarks. The agreement runs through December 31, 2018.
As
an inducement to enter into this license agreement we agreed
to
pay, in January 2007, €18
million (approximately $23.4 million) to Van Cleef & Arpels Logistics SA in
a lump sum, up front payment, and we agreed to purchase existing inventory
held
by YSL
Beauté, the
former licensee. The license agreement became effective on January 1,
2007.
Quiksilver
In
March
2006, we entered into an exclusive worldwide license agreement with Quiksilver,
Inc. for the creation, development and distribution of fragrance, suncare,
skincare and related products under the Roxy and Quiksilver brands. The
agreement runs through 2017.
Gap
and Banana Republic
In
July
2005, we entered into an exclusive agreement with Gap, Inc. to develop, produce,
manufacture and distribute personal care and home fragrance products for Gap
and
Banana Republic brand names to be sold in Gap and Banana Republic retail stores
in the United States and Canada. In March 2006, the agreement was amended to
include Gap Outlet and Banana Republic Factory Stores in the United States
and
Canada.
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. The following is a brief
discussion of the more critical accounting policies that we employ.
29
Revenue
Recognition
We
sell
our products to department stores, perfumeries, specialty retailers, mass-market
retailers, supermarkets and domestic and international wholesalers and
distributors. 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 Euros or U.S. dollars. Accounts
receivable reflect the granting of credit to these customers. We generally
grant
credit based upon our analysis of the customer’s financial position as well as
previously established buying patterns. We recognize revenues when merchandise
is shipped and the risk of loss passes to the customer. Net sales are comprised
of gross revenues less returns, trade discounts and allowances.
Sales
Returns
Generally,
we do not permit customers to return their unsold products. However, on a
case-by-case basis we occasionally allow customer returns. 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. We
record estimated reserves for sales returns as a reduction of sales, cost of
sales and accounts receivable. Returned products are recorded as inventories
and
are valued based upon 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.
Promotional
Allowances
We
have
various performance-based arrangements with certain retailers. These
arrangements primarily allow customers to take deductions against amounts owed
to us for product purchases. The costs that the Company incurs for performance
based arrangements, shelf replacement costs and slotting fees are netted against
revenues on the Company’s consolidated statement of income. Estimated accruals
for promotions and advertising programs are recorded in the period in which
the
related revenue is recognized. We review and revise the estimated accruals
for
the projected costs for these promotions. Actual costs incurred may differ
significantly, either favorably or unfavorably, from estimates if factors such
as the level and success of the retailers’ programs or other conditions differ
from our expectations.
Inventories
Inventories
are stated at the lower of cost or market value. Cost is principally determined
by the first-in, first-out method. We record adjustments to the cost of
inventories based upon our sales forecast and the physical condition of the
inventories. These adjustments are estimates, which could vary significantly,
either favorably or unfavorably, from actual requirements if future economic
conditions or competitive conditions differ from our expectations.
30
Equipment
and Other Long-Lived Assets
Equipment,
which includes tools and molds, is recorded at cost and is depreciated on a
straight-line basis over the estimated useful lives of such assets. Changes
in
circumstances such as technological advances, changes to our business model
or
changes in our capital spending strategy can result in the actual useful lives
differing from our estimates. In those cases where we determine that the useful
life of equipment should be shortened, we would depreciate the net book value
in
excess of the salvage value, over its revised remaining useful life, thereby
increasing depreciation expense. Factors such as changes in the planned use
of
equipment, or market acceptance of products, could result in shortened useful
lives.
Long-lived
assets, including trademarks, licenses, goodwill and other rights, are reviewed
for impairment whenever events or changes in circumstances indicate that the
carrying amount of any such asset may not be recoverable. If the sum of the
undiscounted cash flows (excluding interest) is less than the carrying value,
then we recognize an impairment loss, measured as the amount by which the
carrying value exceeds the fair value of the asset. The estimate of undiscounted
cash flows is based upon, among other things, certain assumptions about expected
future operating performance. Our estimates of undiscounted cash flows may
differ from actual cash flows due to, among other things, economic conditions,
changes to our business model or changes in consumer acceptance of our products.
In those cases where we determine that the useful life of long-lived assets
should be shortened, we would depreciate 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.
Income
Taxes
Deferred
income taxes are recognized for the tax consequences of temporary differences
by
applying enacted statutory tax rates applicable to future years to the
difference between the financial statement carrying amounts and the tax bases
of
existing assets and liabilities. Tax benefits recognized are reduced by a
valuation allowance where it is more likely than not that the benefits may
not
be realized.
Results
of Operations
Net
Sales
Years
ended December 31,
|
||||||||||||||||
2007
|
% Change
|
2006
|
% Change
|
2005
|
||||||||||||
(in
millions)
|
||||||||||||||||
European
based product sales
|
$
|
330.8
|
22
|
%
|
$
|
270.1
|
13
|
%
|
$
|
239.2
|
||||||
United
States based product sales
|
58.8
|
15
|
%
|
51.0
|
49
|
%
|
34.3
|
|||||||||
Total
net sales
|
$
|
389.6
|
21
|
%
|
$
|
321.1
|
17
|
%
|
$
|
273.5
|
31
European
based prestige product sales, which were up 22% in 2006, grew an additional
13%
in 2007. With no major Burberry launches in 2007 other than seasonal additions,
Burberry fragrance performed well and sales reached $210 million, up 10% in
local currency. In 2006, with the launch and roll-out of Burberry’s fifth major
line, Burberry London,
Burberry
fragrance sales reached $182 million, up 10% in local currency. In 2006,
excluding the effect of the discontinued Burberry limited edition Brit
Red
line,
brand sales were up 20% in local currency.
After
significant growth in 2006 and no major new product launches in 2007, sales
of
Lanvin fragrances reached $46 million in 2007, unchanged in local currency.
In
2006 Lanvin fragrances exceeded targets with sales of $44 million, up 20% in
local currency, due to strong gains by the Eclat
d’Arpège
line,
which came to market in 2002. Lanvin brand sales in 2006 were also boosted
by
the launch of its Rumeur
line.
Similarly,
Paul Smith sales in 2007 were basically unchanged in local currency after
achieving a 2006 increase of 22% in local currency. Much of the 2006 growth
came
from our first Paul Smith fragrance, which debuted in 2000 and Paul Smith
Extrême,
which
came to market in 2002.
In
January 2007, we began operations pursuant to our Van
Cleef
& Arpels license agreement. Sales of products under the Van Cleef &
Arpels brand aggregated $16.0 million for the year ended December 31, 2007.
During
the first half of 2007 we began operations of our four newly established
majority-owned European distribution subsidiaries. Shipments to these
subsidiaries are not recognized as sales until that merchandise is sold by
the
distribution subsidiary to its customers. Sales have been slightly below
expectations due to a slower than expected startup of our distribution
subsidiaries. Net sales contributions from our distribution subsidiaries were
$10.8 million after the elimination of sales to our distribution subsidiaries.
We
are
now preparing for a very active launch schedule for 2008 which began in the
first quarter of 2008 with a new fragrance family for Burberry fragrances.
Our
license with Quiksilver was recently amended to include men’s fragrance; the
debut of the first Quiksilver fragrance is scheduled for September 2008. In
addition, we intend to launch new products in 2008 for Lanvin, Roxy, Paul Smith
and Van Cleef & Arpels.
With
respect to our United States specialty retail and mass market products, net
sales were up an additional 15% in 2007 after rising 49% in 2006. In
early
2006, we began shipping Gap, Gap Outlet, Banana Republic and Banana Republic
Factory Stores, their existing fragrance and personal care products. In August
2006 we launched the
Banana Republic Discover Collection, a family of five fragrances which debuted
in all Banana Republic North American stores in September. The initial
collection consisted of three scents for women and two for men. Bath and body
products as well as home fragrance products were also created to complement
the
fragrance selection. The Discover Collection was enlarged by two new scents
in
the fall of 2007, and we intend to further expand product selection for Banana
Republic.
32
In
May
2007, over 150 Gap Body stores in the United States and Canada unveiled the
more
than 70 new bath and body products we created for them. The bath and body line
was followed in August 2007 by new Gap eau de toilette products and men’s
fragrance and grooming products. All product lines were rolled-out to
approximately 200 Gap stores in August and approximately 300 Gap stores in
October. In addition, we prepared a complete assortment of Holiday programs
for
Gap and Banana Republic North American stores.
In
April
2007, we entered into an exclusive agreement with New York & Company, Inc.
under which we design and manufacture personal care products to be sold at
the
New York & Company retail locations and on their website. The initial line
of bath and body products designed and developed for New York & Company was
in their stores in time for the 2007 Holiday season.
Unlike
our growing specialty retail fragrance products, sales of mass market fragrance
products have been in a decline for several years. We believe that rising oil
and gas prices are a significant cause for declining sales in the dollar store
markets, as dollar store customers have less disposable cash. We have no plans
to discontinue sales to this market which aggregated approximately $24 million
in 2007 and contributes significantly to our United States based operations.
We
have and will however, continue to consolidate our product offerings.
In
addition, we are actively pursuing other new business opportunities. However,
we
cannot assure you that any new licenses, acquisitions or specialty retail
agreements will be consummated.
Gross
Profit Margins
Years
ended December 31,
|
||||||||||
2007
|
2006
|
2005
|
||||||||
(in
millions)
|
||||||||||
Net
sales
|
$
|
389.6
|
$
|
321.1
|
$
|
273.5
|
||||
Cost
of sales
|
160.2
|
143.9
|
115.8
|
|||||||
Gross
margin
|
$
|
229.4
|
$
|
177.2
|
$
|
157.7
|
||||
Gross
margin as a percent of net sales
|
59
|
%
|
55
|
%
|
58
|
%
|
Gross
profit margins were 59% in 2007, 55% in 2006 and 58% in 2005. Approximately
half
of the gross profit margin increase as a percentage of sales in 2007 is the
result of the commencement of operations of our newly established majority-owned
European distribution subsidiaries. The other half is a result of product sales
mix within our United States based operations, as specialty retail product
sales
generate a higher gross margin than mass market product sales.
Although
gross margins from individual product families have remained relatively
consistent, sales of products from our European based prestige fragrances have
always generated significantly higher gross profit margins than sales of our
United States based specialty retail and mass market products. Although this
was
not a significant factor in 2007, in 2006 fluctuations in sales product mix
between our European operations and our United States operations was the primary
factor influencing gross margin fluctuations. In 2006, sales from United States
operations grew 49% while sales from European operations grew 13% resulting
in a
3% decline in gross margin.
33
Generally,
we do not bill customers for shipping and handling costs and such costs, which
aggregated $6.2 million, $5.5 million and $4.2 million in 2007, 2006 and 2005,
respectively, are included in selling, general and administrative expense in
the
consolidated statements of income. As such, our Company’s gross profit may not
be comparable to other companies which may include these expenses as a component
of cost of goods sold.
Selling,
General & Administrative Expense
Years ended December 31,
|
||||||||||
2007
|
2006
|
2005
|
||||||||
(in
millions)
|
||||||||||
Selling,
general & administrative
|
$
|
181.2
|
$
|
141.1
|
$
|
126.4
|
||||
Selling,
general & administrative as a percent of net sales
|
47
|
%
|
44
|
%
|
46
|
%
|
Selling,
general and administrative expense increased 28% for the year ended
December 31, 2007, as compared to 2006 and 12% for the year ended December
31, 2006, as compared to 2005. As a percentage of sales selling, general and
administrative expense was 47%, 44% and 46% for the years ended December 31,
2007, 2006 and 2005, respectively.
Selling,
general and administrative expenses for 2007 includes approximately $12 million
in servicing fees related to the operations of our newly established
majority-owned European distribution subsidiaries which commenced operations
in
2007. Other major components of selling, general and administrative expense
are
promotion and advertising expenditures and royalty expense. Promotion and
advertising aggregated $58.5 million, $46.5 million and $40.8 million for the
years ended December 31, 2007, 2006 and 2005, respectively. Royalty expense
aggregated $35.6 million, $31.4 million and $27.1 million for the years ended
December 31, 2007, 2006 and 2005, respectively.
We
review
goodwill and trademarks with indefinite lives for impairment at least annually,
and whenever events or changes in circumstances indicate that the carrying
amount may not be recoverable. The goodwill relates to our Nickel skin care
business which is primarily a component of our European based operations. In
performing our annual review of the recoverability of the carrying amount of
goodwill, we determined that sales levels were less than originally anticipated.
Therefore, the carrying amount of the goodwill exceeded fair value determined
by
comparison to prices of comparable businesses resulting in an impairment loss
of
$0.9 million.
Income
from operations increased 31% to $47.3 million in 2007, as compared to $36.1
million in 2006. In 2006, income from operations increased 15% to $36.1 million,
as compared to $31.4 million in 2005. Operating margins aggregated 12.1%, 11.3%
and 11.5% for the years ended December 31, 2007, 2006 and 2005, respectively.
34
Interest
expense aggregated $3.7 million, $1.8 million and $1.0 million for the years
ended December 31, 2007, 2006 and 2005, respectively. We use the credit lines
available to us, as needed, to finance our working capital needs as well as
our
financing needs for acquisitions. In 2007, an €18
million and a €22
million
long-term credit facility was entered into in January and September 2007,
respectively, to finance payments required for the Van Cleef & Arpels
license agreement and the acquisition of the Lanvin trademarks.
Foreign
currency gains or (losses) aggregated ($0.2) million, $0.2 million and ($0.3)
million for the years ended December 31, 2007, 2006 and 2005, respectively.
We
enter into foreign currency forward exchange contracts to manage exposure
related to certain foreign currency commitments.
Our
effective income tax rate was 35.3%, 35.6% and 35.1% for the years ended
December 31, 2007, 2006 and 2005, respectively. Our effective tax rates differ
from statutory rates due to the effect of state and local taxes and tax rates
in
foreign jurisdictions which are slightly higher than those in the United States.
In 2007 and 2006, valuation allowances of $0.2 million and $0.8 million has
been
provided against certain foreign net operating loss carryforwards, as future
profitable operations from certain foreign subsidiaries might not be sufficient
to realize the full amount of net operating loss carryforwards recognized.
No
significant changes in tax rates were experienced nor were any expected in
jurisdictions where we operate.
Net
Income and Earnings per Share
Years ended December 31,
|
||||||||||
2007
|
2006
|
2005
|
||||||||
(In thousands except per share data)
|
||||||||||
Net
income
|
$
|
23,817
|
$
|
17,742
|
$
|
15,263
|
||||
Net
income per share:
|
||||||||||
Basic
|
$
|
1.16
|
$
|
0.87
|
$
|
0.76
|
||||
Diluted
|
$
|
1.14
|
$
|
0.86
|
$
|
0.75
|
||||
Weighted
average number of shares outstanding:
|
||||||||||
Basic
|
20,444
|
20,324
|
20,078
|
|||||||
Diluted
|
20,670
|
20,568
|
20,487
|
Net
income increased 34% to $23.8 million in 2007, as compared to $17.7 million
in
2006. In 2006 net income increased 16% to $17.7 million, as compared to $15.3
million in 2005. Net margins aggregated 6.1%, 5.5% and 5.6% for the years ended
December 31, 2007, 2006 and 2005, respectively. In 2007, we were able to
leverage expenses while increasing sales within our European operations and
our
United States operations began to see a significant turnaround in its
business.
Diluted
earnings per share aggregated $1.14, $0.86 and $0.75 in 2007, 2006 and 2005,
respectively. Weighted average shares outstanding aggregated 20.4 million,
20.3
million and 20.1 million for the years ended December 31, 2007, 2006 and 2005,
respectively. On a diluted basis, average shares outstanding were 20.7 million,
20.6 million and 20.5 million for the years ended December 31, 2007, 2006 and
2005, respectively.
35
Liquidity
and Capital Resources
Our
financial position remains strong. At December 31, 2007, working capital
aggregated $179 million and we had a working capital ratio of 2.2 to 1. Cash
and
cash equivalents aggregated $90 million.
In
July
2007, we acquired the worldwide rights to the Lanvin brand names and
international trademarks listed in Class 3 from Lanvin. Among other items,
Class
3 of the international classification of trademarks goods and services include:
soaps, perfumery, essential oils, cosmetics and hair lotions. We paid €22
million (approximately $29.7 million) in cash for the brand names and trademarks
and simultaneously terminated our existing license agreement. In addition,
Lanvin has the right to repurchase the brand names and trademarks in 2025 for
the greater of €70 million or one times the average of the annual sales for the
years ending December 31, 2023 and 2024. In September 2007, in connection with
the acquisition, we entered into a €22 million five-year credit agreement. The
long-term credit facility, which bears interest at 0.40% above the three month
EURIBOR rate provides for principal to be repaid in 20 equal quarterly
installments.
In
June
2007, the minority shareholders of Nickel S.A., a consolidated subsidiary of
the
Company, exercised their rights to sell their remaining 32.4% interest in Nickel
S.A. to the Company for approximately $4.7 million in cash. The acquisition
was
accounted for under the purchase method.
In
December 2007, we acquired an additional 1.2% interest in IPSA, our majority
owned French subsidiary, from its minority shareholders for approximately $6.3
million in cash. The
acquisition was accounted for under the purchase method. An additional 3.3%
interest was acquired in January and February 2008 for approximately $16.0
million in cash.
In
September 2006, we entered into an exclusive, worldwide license agreement with
Van Cleef & Arpels Logistics SA, for the creation, development and
distribution of fragrance and related bath and body products under the Van
Cleef
& Arpels brand and related trademarks. As an inducement to enter into this
license agreement, in January 2007 we paid €18 million (approximately $23.8
million) to Van Cleef & Arpels Logistics SA in a lump sum, up front payment
and we purchased existing inventory of approximately $2.1 million held by YSL
Beauté, the former licensee. In January 2007, the up front payment was financed
with an €18
million five-year credit agreement. The long-term credit facility, which bears
interest at 4.1% provides for principal to be repaid in 20 quarterly
installments.
Cash
provided by operating activities aggregated $38.5 million, $13.4 million and
$30.4 million for the years ended December 31, 2007, 2006 and 2005,
respectively. In 2006 cash provided by operating activities shows that
inventories increased 33% from December 31, 2005. Inventories were at an
unusually low level as of December 31, 2005 as no major new product launches
were on the calendar. Our 2006 new prestige product calendar was very ambitious,
with launches of new fragrance families for our three largest prestige brands.
In addition, an inventory buildup was required for new products created for
the
launch in Banana Republic North American stores as well as the transitioning
of
component sourcing and production of Gap, Inc.’s existing fragrance and personal
care products to suppliers and contract fillers of the Company.
36
Cash
provided by operating activities in 2006 also shows that accounts receivable
increased 22% from the December 31, 2005 balance which is reasonable considering
that sales were up 17% for the year and 37% for the fourth quarter
alone.
In
2007 a
significant inventory build up was required to support the debut of the newest
Burberry fragrance family, Burberry
Beat,
which
began shipping in the first quarter of 2008. The effect on cash flow from
operations was minimal as this increase was offset by an increase in accounts
payable and accrued expenses. Overall, changes in working capital items had
a
minimal effect on 2007 cash flow from operations. Net income plus non cash
items
including depreciation and amortization and minority interest in net income
of
consolidated subsidiary resulted in substantial positive operating cash flow
for
the year.
Cash
flows used in investing activities in 2007 reflects the payment for acquisition
of minority interests including $4.7 million for the remaining portion of Nickel
S.A. and $6.3 million for the acquisition of additional shares of IPSA, our
majority owned French subsidiary. The 2007 statement also reflects $58.7 million
in payments required in connection with our acquisition of the Van Cleef &
Arpels license agreement, the Lanvin trademarks and other intangible assets.
The
proceeds from long-term debt facilities entered into in connection with these
acquisitions are reflected in financing activities.
In
2007
we also received net proceeds of approximately $13 million from the sale of
short-term investments which was used to finance our working capital needs.
Approximately $2.4 million was spent for capital items. Our business is not
capital intensive as we do not own any manufacturing facilities. We typically
spend between $2.0 and $3.0 million per year on tools and molds, depending
on
our new product development calendar. The balance of capital expenditures is
for
office fixtures, computer equipment and industrial equipment needed at our
distribution centers. Capital expenditures in 2008 are expected to be in the
range of $2.5 million to $3.5 million, considering our 2008 launch
schedule.
Cash
flows used in investing activities in 2006, reflect net proceeds from the sale
of short-term investments of $4.6 million, approximately $5.0 million in
payments for intangible assets and approximately $3.5 million in capital
expenditures.
In
December 2007, our board of directors authorized a continuation of our cash
dividend of $0.20 per share, aggregating approximately $4.1 million per annum,
payable $.05 per share on a quarterly basis. Our next cash dividend of $.05
per
share is to be paid on April 15, 2008 to shareholders of record on March 31,
2008. Dividends paid, including dividends paid once per year to minority
stockholders of Inter Parfums, S.A., aggregated $5.5 million, $4.5 million
and
$4.1 million for the years ended December 31, 2007, 2006 and 2005, respectively.
The cash dividends paid in 2007 represented a small part of our cash position
and the dividends for 2008 are not expected to have any significant impact
on
our financial position.
37
Our
short-term financing requirements are expected to be met by available cash
and
short-term investments on hand at December 31, 2007, cash generated by
operations and short-term credit lines provided by domestic and foreign banks.
The principal credit facilities for 2008 consist of a $12.0 million unsecured
revolving line of credit provided by a domestic commercial bank and
approximately $45.0 million in credit lines provided by a consortium of
international financial institutions.
We
believe that funds generated from operations, supplemented by our present cash
position and available credit facilities, will provide us with sufficient
resources to meet all present and reasonably foreseeable future operating
needs.
Inflation
rates in the U.S. and foreign countries in which we operate did not have a
significant impact on operating results for the year ended December 31,
2007.
Contractual
Obligations
The
following table sets for a schedule of our contractual obligations over the
periods indicated in the table, as well as our total contractual obligations
($
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
|
$
|
59,700
|
$
|
16,200
|
$
|
26,000
|
$
|
17,500
|
|
|
||||||
Capital
Lease Obligations
|
||||||||||||||||
Operating
Leases
|
$
|
28,200
|
$
|
6,700
|
$
|
13,400
|
$
|
6,800
|
$
|
1,300
|
||||||
Purchase
obligations(1)
|
$
|
1,533,900
|
$
|
143,200
|
$
|
309,700
|
$
|
317,700
|
$
|
763,300
|
||||||
Other
Long-Term Liabilities Reflected on the Registrant's Balance Sheet
under
GAAP
|
||||||||||||||||
Total
|
$
|
1,621,800
|
$
|
166,100
|
$
|
349,100
|
$
|
342,000
|
$
|
764,600
|
(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, 2007, without
consideration for potential renewal periods and do not reflect the
fact
that our distributors share our advertising obligations..
|
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.
38
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 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
Inter Parfums, S.A., 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.
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.
We
believe that our risk of loss as the result of nonperformance by any of such
financial institutions is remote and in any event would not be material. The
contracts have varying maturities with none exceeding one year. Costs associated
with entering into such contracts have not been material to our financial
results. At December 31, 2007, we had foreign currency contracts at Inter
Parfums, S.A. in the form of forward exchange contracts in the amount of
approximately U.S. $28.3 million and GB Pounds 3.0 million.
Interest
Rate Risk Management
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. We have
entered into two (2) interest rate swaps to reduce exposure to rising variable
interest rates. The first swap, entered into in 2004, effectively exchanged
the
variable interest rate of 0.6% above the three month EURIBOR to a variable
rate
based on the 12 month EURIBOR rate with a floor of 3.25% and a ceiling of 3.85%.
The remaining balance owed pursuant to this facility is €4.8 million. The second
swap entered into in September 2007 on €22 million of debt, effectively
exchanged the variable interest rate of 0.6% above the three month EURIBOR
to a
fixed rate of 4.42%. These derivative instruments are recorded at fair value
and
changes in fair value are reflected in the accompanying consolidated statements
of income.
39
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, 2007
(In
Thousands Except Per Share Data)
1st Quarter
|
2nd Quarter
|
3rd Quarter
|
4th Quarter
|
Full Year
|
||||||||||||
Net
Sales
|
$
|
85,120
|
$
|
82,764
|
$
|
102,320
|
$
|
119,356
|
$
|
389,560
|
||||||
Gross
Profit
|
51,933
|
48,149
|
60,066
|
69,275
|
229,423
|
|||||||||||
Net
Income
|
5,793
|
3,749
|
5,660
|
8,615
|
23,817
|
|||||||||||
Net
Income per Share:
|
||||||||||||||||
Basic
|
$
|
0.28
|
$
|
0.18
|
$
|
0.28
|
$
|
0.42
|
$
|
1.16
|
||||||
Diluted
|
$
|
0.28
|
$
|
0.18
|
$
|
0.27
|
$
|
0.41
|
$
|
1.14
|
||||||
Average
Common Shares Outstanding:
|
||||||||||||||||
Basic
|
20,436
|
20,437
|
20,437
|
20,431
|
20,444
|
|||||||||||
Diluted
|
20,620
|
20,725
|
20,678
|
20,621
|
20,670
|
Quarterly
Data (Unaudited)
For
the Year Ended December 31, 2006
(In
Thousands Except Share Data)
1st Quarter
|
2nd Quarter
|
3rd Quarter
|
4th Quarter
|
Full Year
|
||||||||||||
Net
Sales
|
$
|
70,900
|
$
|
70,285
|
$
|
89,690
|
$
|
90,179
|
$
|
321,054
|
||||||
Gross
Profit
|
40,296
|
39,670
|
48,688
|
48,545
|
177,199
|
|||||||||||
Net
Income
|
4,420
|
3,192
|
4,645
|
5,485
|
17,742
|
|||||||||||
Net
Income per Share:
|
||||||||||||||||
Basic
|
$
|
0.22
|
$
|
0.16
|
$
|
0.23
|
$
|
0.27
|
$
|
0.87
|
||||||
Diluted
|
$
|
0.22
|
$
|
0.16
|
$
|
0.23
|
$
|
0.27
|
$
|
0.86
|
||||||
Average
Common Shares Outstanding:
|
||||||||||||||||
Basic
|
20,267
|
20,315
|
20,322
|
20,392
|
20,324
|
|||||||||||
Diluted
|
20,544
|
20,564
|
20,546
|
20,620
|
20,568
|
Item
9. Changes In and Disagreements With Accountants on Accounting and
Financial
Disclosure
Not
applicable.
40
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 disclosure controls
and procedures were adequate and effective to ensure that material information
relating to our Company and its consolidated subsidiaries would be made known
to
them by others within those entities, so that such material information is
recorded, processed and reported in a timely manner, particularly during the
period in which this annual report on Form 10-K was being prepared, and that
no
changes were required at this time.
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 for the company.
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,
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, 2007.
Our
independent auditor, Mazars LLP, a registered public accounting firm, has issued
its report on its audit of our internal control over financial reporting. This
report appears below.
Report
of Independent Registered Public Accounting Firm on Internal Control Over
Financial Reporting
Board
of
Directors and Shareholders
Inter
Parfums, Inc.
We
have
audited Inter Parfums, Inc.’s internal control over financial reporting as of
December 31, 2007, based on criteria established in Internal Control –
Integrated Framework issued by the Committee of Sponsoring Organizations of
the
Treadway Commission (COSO). Inter Parfums, Inc.’s management is responsible 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 internal control over financial reporting based on our
audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit of internal control over financial reporting included
obtaining an understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating
the design and operating effectiveness of internal control based on the assessed
risk. Our audit also included performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable
basis for our opinion.
41
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 financial statements for external purposes in accordance
with generally accepted accounting principles. A company’s internal control over
financial reporting includes those policies and procedures that (1) pertain
to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors
of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial
statements.
Because
of its inherent limitations, internal control over financial reporting may
not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of the changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
In
our
opinion, Inter Parfums, Inc. maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2007, based on
criteria established in Internal Control – Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
We
have
also audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated balance sheets of Inter
Parfums, Inc. as of December 31, 2007 and 2006 and the related consolidated
statements of income, changes in shareholders’ equity and comprehensive income,
and cash flows for each of the years in the three-year period ended December
31,
2007 and our report dated March 10, 2008 expressed an unqualified opinion
thereon.
Mazars
LLP
New
York,
New York
March
10,
2008
Item
9A(T). Controls and Procedures.
Not
Applicable.
Item
9B. Other Information.
None.
42
PART
III
Item
10. Directors and Executive Officers Of the Registrant
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 Inter Parfums, S.A.
|
|
Philippe
Benacin
|
Vice
Chairman of the Board, President of Inter Parfums, Inc. and
Chief
Executive Officer of Inter Parfums, S.A.
|
|
Russell
Greenberg
|
Director,
Executive Vice President and Chief Financial Officer
|
|
Philippe
Santi
|
Director,
Executive Vice President and Director General Delegué, Inter Parfums,
S.A.
|
|
Francois
Heilbronn
|
Director
|
|
Joseph
A. Caccamo
|
Director
|
|
Jean
Levy
|
Director
|
|
Robert
Bensoussan-Torres
|
Director
|
|
Jean
Cailliau
|
Director
|
|
Serge
Rosinoer
|
Director
|
|
Patrick
Choël
|
Director
|
|
Hugues
de la Chevasnerie
|
Director
of Burberry Fragrances, Inter Parfums, S.A.
|
|
Frederic
Garcia-Pelayo
|
Director
of the Luxury and Fashion division of Inter Parfums,
S.A.
|
|
Jack
Ayer
|
Director
of Distribution – France, Inter Parfums, S.A.
|
|
Axel
Marot
|
Director
of Production & Logistics, Inter Parfums, S.A.
|
|
Henry
B. (“Andy”) Clarke
|
President
of Specialty Retail Division
|
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 in a like manner. As Messrs. Madar and Benacin beneficially own
more than 50% of the outstanding shares of the Inter Parfums’ common stock,
Inter Parfums is considered a “controlled company” under the applicable rules of
The Nasdaq Stock Market.
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 are kept
informed of our business by various reports and documents made available to
them. The Board of Directors held 13 meetings (or executed consents in lieu
thereof), including meetings of committees of the Board during 2007, and, with
the exception of Messrs. Bensoussan and Rosinoer, and all of the directors
attended at least 75% of
the
meetings of the Board and committee meetings of which they were a
member.
43
We
have
adopted a Code of Business Conduct, 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
Fiscal 2007, the 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 the Company which
prepare or issue an audit report for the Company. During 2007, the
Audit
Committee initially consisted of Messrs. Heilbronn, Levy and
Bensoussan-Torres and Mr. Choël replaced Mr. Bensoussan-Torres in June
2007.
|
The
Audit
Committee does not have a member who is an “Audit Committee Financial Expert” as
such term is defined under the applicable rules and regulations. However, as
the
result of the background, education and experience of the members of the Audit
Committee, the 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 the Company’s
executives and administers the Company’s stock option plans. During 2007,
the members of such committee initially consisted of Messrs. Heilbronn,
Levy and Choël. We presently do not have a separate charter for our
Executive Compensation and Stock Option
Committee.
|
Our
Board
of Directors does not maintain a standing nominating committee or a committee
performing similar functions. In view of the agreement and understanding of
Messrs. Jean Madar and Philippe Benacin who beneficially own more than 50%
of
the outstanding shares of the Inter Parfums’ common stock, our Board of
Directors does not believe it necessary for the
Company to have such a committee. Also as a “controlled company” under the
applicable rules of The Nasdaq Stock Market, we are exempt from the nominating
committee requirements. During 2007, our Board of Directors as a group agreed
to
nominate the same members of the board who had served last year.
Director
Independence
The
following are our directors who are “independent directors” within the
applicable rules of The Nasdaq Stock Market:
Francois
Heilbronn
Jean
Levy
Robert
Bensoussan-Torres
44
Serge
Rosinoer
Jean
Cailliau
Patrick
Choël
While
we
follow and comply with the independent director definitions as provided by
The
Nasdaq Stock Market rules in determining the independence of our directors,
we
do not presently post the rules on our company’s website. However, the rules of
The Nasdaq Stock Market are readily available on its website. We intend to
either include the applicable independent director definition on our website
or
as an appendix to our proxy statement for the next annual meeting.
However,
as stated above, Messrs. Jean Madar and Philippe Benacin have a verbal agreement
or understanding to vote their shares in a like manner. As Messrs. Madar and
Benacin beneficially own more than 50% of the outstanding shares of the Inter
Parfums’ common stock, Inter Parfums is considered a “controlled company” under
the applicable rules of The Nasdaq Stock Market. As a controlled company, we
are
exempt for certain of the corporate governance rules of The Nasdaq Stock Market,
such as the board of directors consisting a majority of independent directors
and the requirement of a nominating committee of the board.
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, Levy and Choël, are independent within
those rules. We are not exempt from the more stringent rules relating to
director independence for the members of our Audit Committee by virtue of the
controlled company exception.
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 47, a Director, has been the Chairman of the Board of Directors
since
the Company's inception, and is a co-founder of the Company with Mr. Benacin.
From inception until December 1993 he was the President of the Company; in
January 1994 he became Director General of Inter Parfums, S.A., the Company’s
subsidiary; and in January 1997 he became Chief Executive Officer of the
Company. Mr. Madar was previously the managing director of Inter Parfums, S.A.,
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.
45
Philippe
Benacin
Mr.
Benacin, age 49, a Director, has been the Vice Chairman of the Board since
September 1991, and is a co-founder of the Company with Mr. Madar. He was
elected the Executive Vice President in September 1991, Senior Vice President
in
April 1993, and President of the Company in January 1994. In addition, he has
been the President of Inter Parfums, S.A. for more than the past five years.
Mr.
Benacin graduated from The French University for Economic and Commercial
Sciences (ESSEC) in 1983.
Russell
Greenberg
Mr.
Greenberg, age 51, 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 the 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 the
Company in June 1992.
Philippe
Santi
Philippe
Santi, age 46 and a Director since December 1999, is the Director General
Delegué – Executive Vice President of Inter Parfums, S.A. Mr. Santi, who is
a is a Certified Accountant and Statutory Auditor in France, has been the Chief
Financial Officer of Inter Parfums, S.A. 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.
Francois
Heilbronn
Mr.
Heilbronn, age 47, a Director since 1988, an independent director, and a member
of the audit, stock option and executive compensation committees, 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.
Joseph
A. Caccamo
Mr.
Caccamo, age 52, a Director since 1992, is an attorney with the law firm of
GrayRobinson, P.A., our general counsel. A member of both the New York and
Florida bars, Mr. Caccamo has been a practicing attorney since 1981,
concentrating in the areas of corporate and securities law, and in September
1991 he became our counsel.
46
Jean
Levy
Jean
Levy, age 75, a Director since August 1996, an independent director and a member
of the audit and executive compensation and stock option committees, worked
for
twenty-seven years at L'Oreal, and was the President and Chief Executive Officer
of Cosmair, the exclusive United States licensee of L'Oreal, from 1983 through
June 1987. In addition, he is the former President and Chief Executive Officer
of Sanofi Beaute (France). For the more than the past five years, Mr. Levy
has
been an independent advisor as well as a consultant for economic development
to
local governments in France. A graduate of l'Institut d'Etudes Politiques de
Paris, he also attended Yale Graduate School and was a recipient of a Fulbright
Scholarship. He was also a Professor at l'Institut d'Etudes Politiques de Paris.
He was formerly a director of Zannier Group and Escada Beaute Worldwide and
Rallye, S.A. In addition, Mr. Levy was also a director (Chairman of the Board
until October 2001) of Financière d'Or, and its subsidiary, Histoire d'Or which
is in the retail jewelry business. Mr. Levy was formerly a consultant to Ernst
& Young, Paris through 2004. He is currently a board member of Price
Minister, an internet based retailer located in Paris.
Robert
Bensoussan-Torres
Robert
Bensoussan-Torres, age 50, has been a Director since March 1997, and also is
an
independent director and during 2005 was a member of the audit committee. In
November 2001, he became the Chief Executive Officer of Jimmy Choo Ltd., a
luxury shoe and ready to wear accessory company. In 2007 Jimmy Choo Ltd. was
sold to a private equity firm. From 1999 to December 2000, he was the Managing
Director of Gianfranco Ferre fashion group, based in Milano, Italy. Mr.
Bensoussan-Torres is a Director of Towers Consulting Europe, Ltd. Towers
Consulting Europe, Ltd. is a consulting company based in London, which
specializes in strategic advise in connection with mergers and acquisitions
in
the luxury goods business. Mr. Bensoussan-Torres was the Chief Executive Officer
of Christian Lacroix, Paris, a subsidiary of LVMH Group, from February 1993
until May 1998. Christian Lacroix is a French Haute Couture House and has
activities in the field of apparel, accessories and fragrances. From December
1990 through January 1993 he was based in Munich, Germany, as the International
Sales Director of The Escada Group.
Jean
Cailliau
Mr.
Cailliau, age 45, and a director since December 1999, is the currently the
owner
and manager of Wayak Sarl, a consulting firm. The Board considers Mr. Cailliau
to be independent of management, notwithstanding his prior affiliation with
LV
Capital USA Inc., which was dissolved in August 2006. Through June 2001, Mr.
Cailliau was the Deputy General Manager of LV Capital SA, the investment arm
of
LVMH. In January 2001 he became a Director of L Capital Management, a private
equity fund sponsored by LVMH, a position he held until December 2007.. For
the
past 17 years, Mr. Cailliau has held executive positions at LVMH. He is also
a
Director of various European companies. Mr. Cailliau is an Engineer in
Agronomics and has an MBA (1988) from Insead.
47
Serge
Rosinoer
Mr.
Rosinoer, age 77, was appointed to the Board of Directors in December 2000,
as
an independent director. Mr. Rosinoer has devoted most of his career to the
personal care, cosmetics and fragrance industry. Mr. Serge Rosinoer is presently
the Chairman of the Supervisory Board of Clarins SA. In 1978, Mr. Rosinoer
joined the Clarins Group as Vice President and Chief Operating Officer where
he
was largely responsible for its rapid international expansion. As COO, then
CEO
since 1978, Mr. Rosinoer oversaw the transformation of Clarins into a major
force in cosmetics, skin care and fragrance, with annual sales of approximately
600 million Euro and more than 4,000 employees. He retired from active duty
in
June of 2000, but continues to serve on the board of directors of Clarins.
Earlier in his career he was President of Parfums Corday. He also held senior
level executive positions at Max Factor, where he had full supervision of that
cosmetics company’s European production and sales. Mr. Rosinoer has served
several terms as President of the French Prestige Cosmetics Association and
currently serves as Conseiller du Commerce Extérieur de la France.
Patrick
Choël
Mr.
Choël, age 64, was appointed to the Board of Directors in June 2006, as an
independent director, and is a member of both the Audit Committee and the
Executive Compensation and Stock Option Committee. Mr. Choël is the manager of
Université 82, a business consultant and advisor. For approximately 10 years,
through March 2004, Mr. Choël worked as the President and CEO of two divisions
of LVMH, first the LVMH Perfumes and Cosmetics Division, which included such
well known brands as Parfums Christian Dior, Guerlain, and Parfums Givenchy,
among others, and later, Parfums Christian Dior, a leading world-wide prestige
beauty/fragrances business. Prior to such time, for approximately 30 years,
he
work at various executive positions at Unilever, including President and CEO
of
Elida Fabergé France and President and CEO of Chesebrough Pond’s
USA.
Hugues
de la Chevasnerie
Hugues
de
la Chevasnerie, age 39, became the Director of Burberry Fragrances in December
2006. Prior to joining Burberry Fragrances, Mr. Chevasnerie was from February
2002 the Vice President of International Marketing, Davidoff & Chloé, at
Coty Inc. From 1994 to 2002, he held various positions at LVMH- Parfums
Christian Dior, including Group Head for Men’s Perfumes from 1999 to
2002.
Frederic
Garcia-Pelayo
Frederic
Garcia-Pelayo, age 49, became the Director of the Luxury and Fashion division
of
Inter Parfums, S.A. in March 2005. He was previously the Director of Marketing
and Distribution for Perfume and Cosmetics for Inter Parfums, S.A. and was
named
Executive Vice President in 2004. Previously Mr. Garcia-Pelayo was the Director
of Export Sales of Inter Parfums, S.A. from September 1994. Prior to September
1994, Mr. Garcia-Pelayo was the Export Manager for Benetton Perfumes for seven
(7) years.
Jack
Ayer
Jack
Ayer, age 58, was a French Market Sales Manager when he joined Inter Parfums,
S.A. in 1989 and has been the Director of the French Market Sales for Inter
Parfums, S.A. since 1999. Prior to 1989 Mr. Ayer spent 13 years as a brand
representative for L'Oréal.
Mr.
Ayer
will be leaving our company in May 2008.
48
Axel
Marot
Axel
Marot, age 34, was the Supply Chain Manager when he joined Inter Parfums, S.A.
in 2003 and has been the Director of Operations for Inter Parfums, S.A. since
January 2005. Prior to joining Inter Parfums, S.A., Mr. Marot was a Supply
Chain
Manager for Nestlé.
Andy
Clarke
Henry
B.
“Andy” Clarke, age 47, was appointed as President of Inter Parfums USA,
LLC – Specialty Retail Division in January 2008, which presently
encompasses fragrance and personal care products produced for Gap, Banana
Republic, New York & Company and Brooks Brothers. Mr. Clarke has been
employed by our company since 2001. Prior to joining the Company Mr. Clarke
had
spent seventeen years in the beauty business in various capacities.
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, except for Messrs. Benacin, Cailliau, Heilbronn
and Madar, who each filed one (1) Form 4 three (3) days late in December
2007.
Item
11. Executive Compensation
The
following table sets forth a summary of all compensation awarded to, earned
by
or paid to, our Chief Executive Officer, our Chief Financial Officer, and each
of the three most highly compensated executive officers of our Company whose
compensation exceeded $100,000 per annum for services rendered in all capacities
to our Company and its subsidiaries during fiscal years ended December 31,
2007,
December 31, 2006 and December 31, 2005. For all compensation related matters
disclosed in this Item 11, all amounts paid in euro have been converted to
US
dollars at the average rate of exchange in each year.
49
SUMMARY
COMPENSATION TABLE
Name and Principal Position
|
Year
|
Salary ($)
|
Bonus ($)
|
Stock
Awards ($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Change in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings ($)
|
All Other
Compensation ($)
|
Total ($)
|
|||||||||||||||||||
Jean
Madar,
|
2007 |
400,000
|
100,000
|
-0-
|
124,000
|
-0-
|
-0-
|
429,750
|
1 |
1,053,750
|
||||||||||||||||||
Chief
Executive Officer
|
2006 |
400,000
|
-0-
|
-0-
|
252,000
|
-0-
|
-0-
|
2,974,944
|
2 |
3,626,944
|
||||||||||||||||||
2005 |
400,000
|
-0-
|
-0-
|
337,000
|
-0-
|
-0-
|
6,079,952
|
3 |
6,816,952
|
|||||||||||||||||||
Russell
Greenberg, Chief Financial
|
2007 |
405,000
|
43,100
|
-0-
|
98,000
|
-0-
|
-0-
|
246,590
|
4 |
792,690
|
||||||||||||||||||
Officer
|
2006 |
375,000
|
30,000
|
-0-
|
167,000
|
-0-
|
-0-
|
304,214
|
5 |
876,214
|
||||||||||||||||||
2005 |
345,000
|
30,000
|
-0-
|
132,000
|
-0-
|
-0-
|
548,214
|
6 |
1,055,214
|
|||||||||||||||||||
Philippe
Benacin, President of
|
2007 |
263,750
|
170,000
|
-0-
|
124,000
|
-0-
|
10,610
|
523,299
|
7 |
1,091,659
|
||||||||||||||||||
Inter
Parfums, Inc. and Chief
|
2006 |
226,206
|
153,174
|
-0-
|
252,000
|
-0-
|
8,800
|
1,298,801
|
8 |
1,938,981
|
||||||||||||||||||
Executive
Officer of Inter Parfums, S.A.
|
2005 |
208,874
|
161,629
|
-0-
|
337,000
|
-0-
|
8,700
|
5,866,935
|
9 |
6,583,138
|
||||||||||||||||||
Philippe
Santi,
|
2007 |
263,750
|
216,000
|
-0-
|
-0-
|
27,474
|
10,610
|
-0-
|
10 |
517,834
|
||||||||||||||||||
Executive
Vice President and
|
2006 |
226,206
|
197,302
|
-0-
|
105,000
|
22,621
|
8,800
|
405,801
|
11 |
965,730
|
||||||||||||||||||
Director
General Delegue, Inter Parfums, S.A.
|
2005 |
208,874
|
161,629
|
-0-
|
91,000
|
21,655
|
8,700
|
169,104
|
12 |
660,962
|
||||||||||||||||||
Frédéric
Garcia-Pelayo,
|
2007 |
263,750
|
216,000
|
-0-
|
-0-
|
27,474
|
10,610
|
211,225
|
13 |
729,059
|
||||||||||||||||||
Director
Export Sales,
|
2006 |
226,206
|
197,302
|
-0-
|
166,000
|
22,621
|
8,800
|
259,956
|
14 |
880,885
|
||||||||||||||||||
Inter
Parfums, S.A.
|
2005 |
208,874
|
161,629
|
-0-
|
53,000
|
21,655
|
8,700
|
173,218
|
15 |
627,076
|
50
1
|
Consists
of $429,750 realized upon the exercise of
options.
|
2
|
Consists
of $654,500 realized upon the exercise of options, and $2,320,444
realized
on the exercise of options of Inter Parfums,
S.A.
|
3
|
Consists
of $6,079,952 realized upon the exercise of options.
|
4
|
Consists
of $2,214 for automobile expenses and $166,590 realized upon exercise
of
options and $ 80,000 realized on the exercise of options of Inter
Parfums,
S.A.
|
5
|
Consists
of $2,214 for automobile expenses and $235,000 realized upon exercise
of
options and $67,000 realized on the exercise of options of Inter
Parfums,
S.A.
|
6
|
Consists
of $2,214 for automobile expenses and $467,000 realized upon exercise
of
options and $79,000 realized on the exercise of options of Inter
Parfums,
S.A.
|
7
|
Consists
of lodging expenses of $82,422, $11,127 for automobile expenses,
and
$429,750 realized upon the exercise of
options.
|
8
|
Consists
of lodging expenses of $75,402, $8,797 for automobile expenses, $654,500
realized upon the exercise of options, and $560,102 realized on the
exercise of options of Inter Parfums, S.A.
|
9
|
Consists
of lodging expenses of $208,874, $10,613 for automobile expenses,
$5,072,785 realized upon the exercise of options, and $574,663 realized
upon exercise of options of Inter Parfums,
S.A.
|
10
|
Consists
of $0 realized on the exercise of options of Inter Parfums,
S.A.
|
11
|
Consists
of $405,801 realized on the exercise of options of Inter Parfums,
S.A.
|
12
|
Consists
of $169,104 realized on the exercise of options of Inter Parfums,
S.A.
|
13
|
Consists
of $211,225 realized on the exercise of options of Inter Parfums,
S.A.
|
14
|
Consists
of $259,956 realized on the exercise of options of Inter Parfums,
S.A.
|
15
|
Consists
of $173,218 realized on the exercise of options of Inter Parfums,
S.A.
|
Compensation
Discussion and Analysis
General
The
Executive Compensation and Stock Option Committee oversee the compensation
of
the Company’s executives and administers the Company’s stock option plans. The
members of such committee are Messrs. Heilbronn, Levy and Choël.
During
2007, the Executive Compensation and Stock Option Committee took action three
(3) times by the execution of written consents in lieu of meetings.
In
addition to the members of the Executive Compensation Committee, the following
persons participated in discussions concerning executive compensation during
2007: Jean Madar, the Chairman of our Board of Directors and Chief Executive
Officer; Philippe Benacin, a Director, President, and Chief Executive Officer
of
Inter Parfums, S.A., our company’s indirect French operating subsidiary; Russell
Greenberg, an Executive Vice President, Chief Financial Officer and a Director;
Philippe Santi, the Chief Financial Officer of Inter Parfums, S.A. Generally,
Mr. Madar, the Chairman and Chief Executive Officer, takes the initiative and
recommends executive compensation levels for executives in the United States,
and Mr. Benacin, the Chief Executive Officer of Inter Parfums, S.A., takes
the
initiative and recommends for executive compensation levels for executives
in
Paris. Further, all cash compensation for each of Messrs. Benacin, Santi and
Garcia-Pelayo’s are paid to them in euros by our French operating subsidiary,
and all cash compensation for each of Messrs. Madar and Greenberg are paid
from
United States Operations. Also as a general rule, all executive officers have
their compensation reviewed annually.
51
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 keeping compensation at reasonable levels on
the
other hand. Although our business is growing, as evidenced by our increased
sales and growing portfolio of brand names, 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. Further, Messrs. Madar and Benacin, in addition
to
being executive officers and directors are our largest shareholders, which
aligns their interests with our shareholder base in keeping executive
compensation at a reasonable level.
The
following sets forth information regarding compensation and benefits provided
to
our Chief Executive Officer, Chief Financial Officer, each of the three most
highly compensated executive officers other than our Chief Executive Officer
and
Chief Financial Officer, whose total compensation exceeded $100,000. The
executive officers being discussed for 2007 are: Jean Madar (the Chief Executive
Officer), Russell Greenberg (the Chief Financial Officer), and Philippe Benacin,
Philippe Santi and Frederic Garcia-Pelayo (the three highly compensated
officers).
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 market place 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, Mr. Madar, the Chairman and Chief Executive Officer, takes the initiative
and recommends executive compensation levels for executives in the United
States, and Mr. Benacin, the President of Inter Parfums, S.A., takes the
initiative and recommends for executive compensation levels for executives
in
Paris.
Mr.
Madar, the Chief Executive Officer, did not receive an increase in his base
salary of $400,000.
Upon
recommendation of our Chairman and Chief Executive Officer, the Executive
Compensation and Stock Option Committee determined to increase the base salary
of Mr. Greenberg, the Chief Financial Officer, by $30,000 from $375,000 to
$405,000, an 8% increase. Mr. Greenberg has received the same salary increase
of
$30,000 for the past three years.
52
Upon
the
recommendation of Mr. Benacin, the base salaries of Mr. Philippe Santi, the
Chief Financial Officer of Inter Parfums, S.A., and Mr. Frederic Garcia-Pelayo,
were each increased from 180,000 euros in 2006 to 192,000 euros in 2007, a
6.67%
increase. Likewise, Mr. Benacin’s base compensation was increased to from
180,000 euros in 2006 to 192,000 euros in 2007.
In
February 2005 we entered into an employment agreement with Marcella Cacci
to
act as
the President of Burberry Fragrances, a division of Inter
Parfums, S.A. for a three year period. As a negotiated term of her employment
agreement, United States operations paid her compensation, although she was
residing and working in Paris for Burberry Fragrances, a division of Inter
Parfums, S.A. Ms. Cacci was terminated without cause, and for 2006 her pro-rated
based salary was $208,200. In 2007 Mr. Hugues de la Chevasnerie became the
Director, Burberry Fragrances. His base salary for 2007 was set at 150,000
euros.
After
a
thorough review, the Chairman of the Board determined that the base salaries
paid to such executives were fair in the view of their responsibilities, length
of service with us, performance and compensation levels to peers, as to which
the Executive Compensation and Stock Option Committee concurs.
Bonus
Compensation/ Annual Incentives
As
the
result of their efforts in increasing the profitability of our company, bonuses
were awarded as follows. For European operations, each of Messrs. Santi and
Garcia-Pelayo received a cash bonus of $ 216,000 (157,000 euros) and Mr. Benacin
received a cash bonus of $170,000 (124,000 euros). For United States operations,
Mr. Greenberg received a cash bonus of $43,100. In order for Mr. Madar to
receive a cash bonus, United States operations has to achieve after tax profit
target. In 2007, based upon such targets, our Chief Executive Officer has earned
a $100,000 cash bonus. The Executive Compensation Committee has determined
to
use the same after tax profit target for our company’s United States operations
to calculate Mr. Madar’s bonus for 2008.
Long
Term Incentives
The
long-term incentives are geared towards linking benefits to 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 extra incentive to increase individual performance with
the ultimate goal of increased our overall performance. In addition, Inter
Parfums, S.A. maintains a profit sharing plan for its employees. 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, both individual and company operating results
for the past year, as well as past option grants to such
executives.
53
During
2007 and in early 2008, upon the recommendation of the company’s Chief Executive
Officer, the Executive Compensation and Stock Option Committee granted options
to purchase a total of 28,250 shares our common stock to each of Jean Madar
and
Philippe Benacin, 15,000 shares to Mr. Greenberg, and 8,500 to each of Messrs.
Santi and Garcia-Pelayo, all at the fair market value on the date of grant.
Such
option grants were reduced from 2006, when Messrs. Madar and Benacin received
options to purchase 40,000 shares, Mr. Greenberg received options to purchase
25,000 shares, and Messrs. Santi and Garcia-Pelayo each received options to
purchase 5,000 shares. In addition, we discontinued all option grants of shares
of our majority owned subsidiary, Inter Parfums, S.A. We typically grant
nonqualified stock options with a term of 6 years that vest ratably of 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. Further, as reported
above, options granted to French employees under the recent technical amendment
to our stock option plan, have a term of 6 years, and vest 4 years after the
date of grant.
We
believe that the vesting period of these options serves a dual purpose: 1.
executives will not receive any benefit if they leave prior to such portion
of
the option vesting; and 2. having a vesting period matches the service period
with the potential benefits of the option.
Under
our
stock option plan, non-qualified stock options granted to executives terminate
immediately upon the executive’s termination of association with our company.
This termination provision coupled with vesting may reduce certain benefits
afforded to an executive when an executive officer leaves our
employ.
Our
company has not in the past routinely granted options to executive officers
of
Inter Parfums, S.A. other than Mr. Benacin and Mr. Santi, but rather such grants
are handled on a case by case basis each year. Commencing in early 2008, after
the technical amendments to our plan were passed in February 2008, we granted
options to employees of Inter Parfums, S.A. to avoid diluting our ownership
interest in Inter Parfums, S.A. We intend to continue this practice in the
future to avoid further dilution.
Over
the
past few years as our company has grown and the market price or our common
stock
has increased, Messrs. Madar and Benacin have realized substantial compensation
as the result of the exercise of their options. As the two executives most
responsible for continued growth and success of our company, the Committee
believes the granting of options is an appropriate tool to tie a substantial
portion of their compensation to the success of our company and is completely
warranted.
In
addition, Inter Parfums, SA maintains its own profit sharing plan and a
relatively small pension plan, which provide long term benefits to the executive
officers of our European operations.
The
actual compensation realized as the result of the exercise of options, as well
as the future potential of such rewards, are powerful incentives for increased
individual performance, and ultimately increased company performance. In view
of
the fact that these executive officers contribute significantly to our
profitable operations, the Executive Compensation and Stock Option Committee
believes these incentives to be fair to these executive officers and to our
shareholders.
54
Conclusion
The
Executive Compensation and Stock Option Committee believes that its present
policies to date, with its emphasis on rewarding performance, has served to
focus the efforts of our executives to achieve a high rate of growth and
profitability, which management believes will result in a substantial increase
in value to our shareholders.
Francois
Heilbronn
Jean
Levy
and
Patrick
Choël
Plan
Based Awards
The
following table sets certain information relating to each grant of an award
made
to the executive officers of our company listed in the Summary Compensation
Table during the past fiscal year. In addition, in connection with the grant
of
options to employees of Inter Parfums, S.A. in February 2008, options were
granted to the executive officers as presented in this table.
Grants
of Plan-Based Awards
Estimated Future Payouts
Under Non-Equity Incentive Plan
Awards
|
Estimated Future Payouts
Under Equity Incentive Plan
Awards
|
All
Other
Stock
Awards:
Number
of
Shares
of Stock
|
All Other
Option
Awards:
Number of
Securities
Underlying
|
Exercise
or Base
Price of
Option
|
|||||||||||||||||||||||||||
Name
|
Grant Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
or Units
(#)
|
Options
(#)
|
Awards
($/Sh)
|
|||||||||||||||||||||
Jean
Madar
|
12/26/07 |
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
19,000
|
18.865
|
|||||||||||||||||||||
Jean
Madar
|
2/14/08 |
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
9,250
|
16.945
|
|||||||||||||||||||||
Russell
Greenberg
|
12/26/07 |
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
15,000
|
18.865
|
|||||||||||||||||||||
Philippe
Benacin
|
12/26/07 |
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
19,000
|
18.865
|
|||||||||||||||||||||
Philippe
Benacin
|
2/14/08 |
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
9,250
|
16.945
|
|||||||||||||||||||||
Philippe
Santi
|
2/14/08 |
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
8,500
|
16.945
|
|||||||||||||||||||||
Frédéric
Garcia-Pelayo
|
2/14/08 |
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
8,500
|
16.945
|
As
discussed above, we typically grant nonqualified stock options with a term
of 6
years that vest ratably of 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. Further, as reported above, options granted to French employees
under the recent technical amendment to our stock option plan, have a term
of 6
years, and vest 4 years after the date of grant.
55
We
believe that the vesting period of these options serves a dual purpose: 1.
executives will not receive any benefit if they leave prior to such portion
of
the option vesting; and 2. having a vesting period matches the service period
with the potential benefits of the option.
Options
were granted in February 2008 after the technical amendments to our 2004 Stock
Option Plan to comply with certain provisions of French law.
Outstanding
Equity Awards At Fiscal Year-End
The
following table sets certain information relating to outstanding equity awards
in our company 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
Option 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
Datte
|
|||||||||||
Jean Madar
|
50,000
|
-0-
|
23.050
|
12/30/08
|
||||||||||||
|
50,000
|
-0-
|
15.390
|
12/09/09
|
||||||||||||
|
50,000
|
-0-
|
14.950
|
04/19/10
|
||||||||||||
|
8,000
|
-0-
|
19.655
|
12/14/12
|
||||||||||||
|
32,000
|
-0-
|
19.655
|
12/14/12
|
||||||||||||
|
19,000
|
-0-
|
18.865
|
12/26/13
|
||||||||||||
|
9,250
|
-0-
|
16.945
|
2/13/14
|
||||||||||||
Russell
Greenberg
|
18,000
|
-0-
|
23.050
|
12/30/08
|
||||||||||||
|
25,000
|
-0-
|
15.390
|
12/09/09
|
||||||||||||
|
25,000
|
-0-
|
14.950
|
04/19/10
|
||||||||||||
|
5,000
|
-0-
|
19.655
|
12/14/12
|
||||||||||||
|
20,000
|
-0-
|
19.655
|
12/14/12
|
||||||||||||
|
15,000
|
-0-
|
18.865
|
12/26/13
|
||||||||||||
|
||||||||||||||||
Philippe
Benacin
|
50,000
|
-0-
|
23.050
|
12/30/08
|
||||||||||||
|
50,000
|
-0-
|
15.390
|
12/09/09
|
||||||||||||
|
50,000
|
-0-
|
14.950
|
04/19/10
|
||||||||||||
|
8,000
|
-0-
|
19.655
|
12/14/12
|
||||||||||||
|
32,000
|
-0-
|
19.655
|
12/14/12
|
||||||||||||
|
19,000
|
-0-
|
18.865
|
12/26/13
|
||||||||||||
|
9,250
|
-0-
|
16.945
|
2/13/14
|
||||||||||||
Philippe
Santi
|
7,500
|
-0-
|
7.850
|
01/23/08
|
||||||||||||
|
10,000
|
-0-
|
25.240
|
02/12/09
|
||||||||||||
|
7,500
|
-0-
|
15.390
|
12/09/09
|
||||||||||||
|
7,500
|
-0-
|
14.950
|
04/19/10
|
||||||||||||
|
1,000
|
-0-
|
19.655
|
12/14/12
|
||||||||||||
|
4,000
|
-0-
|
19.655
|
12/14/12
|
||||||||||||
|
8,500
|
-0-
|
16.945
|
2/13/14
|
||||||||||||
|
||||||||||||||||
Frédéric
Garcia-Pelayo
|
1,000
|
-0-
|
19.655
|
12/14/12
|
||||||||||||
|
4,000
|
-0-
|
19.655
|
12/14/12
|
||||||||||||
|
8,500
|
-0-
|
16.945
|
2/13/14
|
56
As
discussed above, we typically grant nonqualified stock options with a term
of 6
years that vest ratably of 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. Further, as reported above, options granted to French employees
under the recent technical amendment to our stock option plan, have a term
of 6
years, and vest 4 years after the date of grant.
We
believe that the vesting period of these options serves a dual purpose: 1.
executives will not receive any benefit if they leave prior to such portion
of
the option vesting; and 2. having a vesting period matches the service period
with the potential benefits of the option.
Options
were granted in February 2008 after the technical amendments to our 2004 Stock
Option Plan to comply with certain provisions of French law.
The
following table sets certain information relating to outstanding equity awards
granted by Inter Parfums, S.A. 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
INTER PARFUMS, S.A.
Option Awards
|
|||||||||||||
Name
|
Number of Securities
Underlying
Unexercised Options
(#) Exercisable
|
Number of Securities
Underlying
Unexercised Options
(#) Unexercisable
|
Option
Exercise Price
(euros)
|
Option Expiration
Date
|
|||||||||
Jean
Madar
|
13,310
|
16.60
|
08/26/09
|
||||||||||
|
18,634
|
24.30
|
03/25/10
|
||||||||||
|
13,310
|
22.70
|
05/26/11
|
||||||||||
|
12,100
|
28.90
|
06/01/12
|
||||||||||
|
|||||||||||||
Russell
Greenberg
|
3,627
|
17.50
|
04/26/08
|
||||||||||
|
2,928
|
10.10
|
08/26/09
|
||||||||||
|
1,198
|
16.60
|
08/26/09
|
||||||||||
|
1,065
|
24.30
|
03/25/10
|
||||||||||
|
1,331
|
22.70
|
05/26/11
|
||||||||||
|
968
|
28.90
|
06/01/12
|
||||||||||
|
|||||||||||||
Philippe
Benacin
|
5,515
|
10.10
|
08/26/09
|
||||||||||
|
13,310
|
16.60
|
08/26/09
|
||||||||||
|
18,634
|
24.30
|
03/25/10
|
||||||||||
|
13,310
|
27.70
|
05/26/11
|
||||||||||
|
12,100
|
28.90
|
06/01/12
|
||||||||||
|
|||||||||||||
Philippe
Santi
|
9,664
|
10.10
|
08/26/09
|
||||||||||
|
6,655
|
16.60
|
08/26/09
|
||||||||||
|
9,584
|
24.30
|
03/25/10
|
||||||||||
|
7,986
|
22.70
|
05/26/11
|
||||||||||
|
7,260
|
28.90
|
06/01/12
|
||||||||||
|
|||||||||||||
Frédéric
Garcia-Pelayo
|
6,669
|
10.10
|
08/26/09
|
||||||||||
|
6,655
|
16.60
|
08/26/09
|
||||||||||
|
9,584
|
24.30
|
03/25/10
|
||||||||||
|
7,986
|
22.70
|
05/26/11
|
||||||||||
|
7,260
|
28.90
|
06/01/12
|
57
Option
Exercises and Stock Vested
The
following table sets forth certain information relating to each option exercise
effected 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
Madar2
|
50,000
|
429,750
|
-0-
|
-0-
|
|||||||||
Russell
Greenberg
|
18,000
|
166,590
|
-0-
|
-0-
|
|||||||||
Philippe
Benacin2
|
50,000
|
429,750
|
-0-
|
-0-
|
|||||||||
Philippe
Santi
|
-0-
|
-0-
|
-0-
|
-0-
|
|||||||||
Frédéric
Garcia-Pelayo
|
-0-
|
-0-
|
-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, or the fair market
value of the net amount of shares received upon exercise of
options.
|
2 |
In
December 2007 both the Chief Executive Officer and the President
exercised
an aggregate of 100,000 outstanding stock options of the Company’s common
stock. The aggregate exercise prices of $0.8 million in 2007, were
paid by
them tendering to the Company in 2007 an aggregate of 48,286 of the
Company’s common stock, previously owned by them, valued at fair market
value on the date of exercise. All shares issued pursuant to these
option
exercises were issued from treasury stock of the Company. In addition,
the
Chief Executive Officer tendered in 2007 an additional 6,465 shares,
respectively, for payment of certain withholding taxes resulting
from his
option exercise.
|
The
following table sets forth certain information relating to each option exercise
effected during the past fiscal year, and each vesting of stock, including
restricted stock, restricted stock units and similar instruments during the
past
fiscal year, of Inter Parfums, S.A., for the executive officers of our company
listed in the Summary Compensation Table.
58
OPTION
EXERCISES AND STOCK VESTED
Option
Awards
|
Stock
Awards
|
||||||||||||
Name
|
Number of Shares
Acquired on
Exercise
(#)
|
Value Realized on
Exercise
($)1
|
Number of Shares
Acquired on
Vesting
(#)
|
Value Realized
On Vesting
($)
|
|||||||||
Jean
Madar
|
-0-
|
-0-
|
-0-
|
-0-
|
|||||||||
Philippe
Benacin
|
-0-
|
-0-
|
-0-
|
-0-
|
|||||||||
Russell
Greenberg
|
3,082
|
80,000
|
-0-
|
-0-
|
|||||||||
Philippe
Santi
|
-0-
|
-0-
|
-0-
|
-0-
|
|||||||||
Frédéric
Garcia-Pelayo
|
7,649
|
211,225
|
-0-
|
-0-
|
[Footnotes
from table above]
1
|
Total
value realized on exercise of options in dollars is based upon the
difference between the fair market value of the common stock on the
date
of exercise, and the exercise price of the
option.
|
Pension
Benefits
The
following table sets forth certain information relating to payment of benefits
following or in connection with retirement during the past fiscal year, for
the
executive officers of our company listed in the Summary Compensation Table.
PENSION
BENEFITS
Name
|
Plan Name
|
Number of Years
Credited Service
(#)
|
Present Value of
Accumulated
Benefit
($)
|
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
|
91,763
|
|
10,610
|
||||||||
Philippe
Santi
|
Inter
Parfums SA
Pension
Plan
|
NA
|
91,763
|
10,610
|
|||||||||
Frédéric
Garcia-Pelayo
|
Inter
Parfums SA
Pension
Plan
|
NA
|
91,763
|
10,610
|
Nonqualified
Deferred Compensation
We
do not
maintain any nonqualified deferred compensation plans.
59
Employment
Agreements
As
part
of our acquisition in 1991 of the controlling interest in Inter Parfums, S.A.,
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, Inter Parfums. 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 2008 Mr. Benacin presently
receives an annual salary of €201,600 (approximately $292,300), plus annual
lodging expenses of €60,000 (approximately $87,000) and automobile expenses of
€8,100 (approximately $11,745), which are subject to increase in the discretion
of the Board of Directors. The agreement also provides for indemnification
and a
covenant not to compete for one year after termination of employment.
Compensation
of Directors
The
following table sets forth certain information relating to the compensation
for
each of our directors who is not an executive officer of our Company named
in
the Summary Compensation Table for the past fiscal year.
DIRECTOR
COMPENSATION
Name
|
Fees
Earned
or
Paid
in
Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Change
in
Pension
Value
and
Nonqualified
Deferred
Compensation
Earnings
|
All
Other
Compensation
($)9
|
Total
($)
|
|||||||||||||||
Francois
Heilbronn1
|
12,000
|
-0-
|
5,180
|
-0-
|
-0-
|
9,400
|
26,580
|
|||||||||||||||
Joseph
A. Caccamo 2
|
8,000
|
-0-
|
20,720
|
-0-
|
-0-
|
-0-
|
28,720
|
10 | ||||||||||||||
Jean
Levy3
|
12,000
|
-0-
|
5,180
|
-0-
|
-0-
|
-0-
|
17,180
|
|||||||||||||||
Robert
Bensoussan-
Torres4
|
4,000
|
-0-
|
5,180
|
-0-
|
-0-
|
-0-
|
9,180
|
|||||||||||||||
Jean
Cailliau5
|
8,000
|
-0-
|
5,180
|
-0-
|
-0-
|
9,400
|
22,580
|
|||||||||||||||
Serge
Rosinoer6
|
2,000
|
-0-
|
2,590
|
-0-
|
-0-
|
11,590
|
16,180
|
|||||||||||||||
Patrick
Choël7
|
12,000
|
-0-
|
5,180
|
-0-
|
-0-
|
-0-
|
17,180
|
1. |
As
of the end of the last fiscal year, Mr. Heilbronn held options to
purchase
an aggregate of 4,000 shares of our common
stock.
|
2. |
As
of the end of the last fiscal year, Mr. Caccamo held options to purchase
an aggregate of 16,000 shares of our common stock, 8,000 of which
are held
as nominee for his present firm and 8,000 of which are held as nominee
for
his former employer. Mr. Caccamo disclaims beneficial ownership of
such
options.
|
3. |
As
of the end of the last fiscal year, Mr. Levy held options to purchase
an
aggregate of 5,000 shares of our common
stock.
|
4. |
As
of the end of the last fiscal year, Mr. Bensoussan-Torres held options
to
purchase an aggregate of 5,000 shares of our common
stock.
|
5. |
As
of the end of the last fiscal year, Mr. Cailliau held options to
purchase
an aggregate of 4,000 shares of our common
stock.
|
6. |
As
of the end of the last fiscal year, Mr. Rosinoer held options to
purchase
an aggregate of 4,000 shares of our common
stock.
|
7. |
As
of the end of the last fiscal year, Mr. Choël held options to purchase an
aggregate of 3,000 shares of our common stock.
|
60
9. |
Represents
the difference between the exercise price of the option and the fair
market value of the underlying common stock on the date of exercise.
|
10. |
Does
not include $191,000 paid for legal fees and expenses to Mr. Caccamo’s law
firm.
|
Throughout
2007, all nonemployee directors received $2,000 for each board meeting at which
they participate. Mr. Caccamo’s board fees were paid to his law firm. In
addition, all members of the Audit Committee receive an additional annual fee
$4,000 on January 1 of each year in which they serve on the Audit
Committee.
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 1,000 shares are granted on each February 1st to
all
nonemployee directors for as long as each is a nonemployee director on such
date. The options granted to Mr. Caccamo were reduced from 4,000 shares to
1,000
shares commencing on February 1, 2008, in return for an increase of $1,575
per
month ($18,900 on an annualized basis) in legal fees payable to his firm.
Options to purchase 2,000 shares are granted to each nonemployee director upon
his initial election or appointment to our board.
On
February 1, 2008, options to purchase 1,000 shares were granted to each of
Francois Heilbronn, Joseph A. Caccamo, Jean Levy, Robert Bensoussan-Torres,
Jean
Cailliau, and Patrick Choël, and an option to purchase 500 shares was granted to
Serge Rosinoer, all at the exercise price of $17.12 per share under the 2004
plan. Such options vest ratably over a 4 year period. The options held by Mr.
Caccamo are held as nominee for his law firm.
Item
12. Security Ownership Of Certain Beneficial Owners And Management and Related
Stockholder Matters
The
following table sets forth information, as of February 20, 2008 with respect
to
the beneficial ownership of our common stock by (a) each person we know to
be
the beneficial owner of more than five percent of our outstanding common stock,
(b) our executive officers and directors and (c) all of our directors and
officers as a group. As of February 20, 2008 we had 20,437,292 shares of common
stock outstanding.
61
Name
and Address
of
Beneficial Owner
|
Amount of Beneficial Ownership1
|
Approximate Percent of Class
|
|||||
Jean
Madar
c/o
Inter Parfums, S.A.
4,
Rond Point Des Champs Elysees
75008
Paris, France
|
5,526,9522
|
26.7%
|
|
||||
Philippe
Benacin
c/o
Inter Parfums, S.A.
4,
Rond Point Des Champs Elysees
75008
Paris, France
|
5,470,9753
|
26.4%
|
|
||||
Russell
Greenberg
c/o
Inter Parfums, Inc.
551
Fifth Avenue
New
York, NY 10176
|
93,0004
|
Less
than 1%
|
|
||||
Philippe
Santi
Inter
Parfums, S.A.
4,
Rond Point Des Champs Elysees
75008,
Paris France
|
33,5005
|
Less
than 1%
|
|
||||
Francois
Heilbronn
60
Avenue de Breteuil
75007
Paris, France
|
48,6256
|
Less
than 1%
|
|
||||
Joseph
A. Caccamo, Esq.
GrayRobinson,
P.A.
401
East Las Olas Blvd., Ste. 1850
Ft.
Lauderdale, FL 33301
|
13,0007
|
Less
than 1%
|
|
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 Inter Parfums and Philippe Benacin, the Vice Chairman of the Board and President of Inter Parfums, have a verbal agreement or understanding to vote their shares in a like manner. As Messrs. Madar and Benacin beneficially own more than 50% of the outstanding shares of the Inter Parfums’ common stock, Inter Parfums is considered a “controlled company” under the applicable rules of The Nasdaq Stock Market.
2
Consists
of 3,168,951 shares held directly, 2,200,001 shares held indirectly through
a
personal holding company and options to purchase 158,000 shares. Includes
1,780,000 shares pledged as collateral for personal loans/lines of
credit.
3 Consists
of 3,112,974 shares held directly, 2,200,001 shares held indirectly through
a
personal holding company and options to purchase 158,000 shares.
4
Consists
of 20,000 shares held directly and options to purchase 73,000
shares.
5
Consists
of 7,500 shares held directly, and 26,000 shares of common stock underlying
options.
6
Consists
of 30,375 shares held directly, 15,000 shares held indirectly by his children
and options to purchase 3,250 shares.
7
Consists
of shares of common stock underlying options, 8,000 of which are held as
nominee
for his former employer and 5,250 of which are held for his present employer.
Beneficial ownership of such shares is disclaimed.
62
Name
and Address
of
Beneficial Owner
|
Amount of Beneficial Ownership1
|
Approximate Percent of Class
|
|||||
Jean
Levy
Chez
Axcess Groupe
8
rue de Berri
75008
Paris, France
|
4,2508
|
Less
than 1%
|
|
||||
Robert
Bensoussan-Torres
c/o
Sirius Equity LLP
52
Brook Street
W1K
5DS London
|
8,2509
|
Less
than 1%
|
|
||||
Jean
Cailliau
c/o
Wayak Sarl
8
rue Pasteur
92210
St Cloud, France
|
4,25010
|
Less
than 1%
|
|
||||
Serge
Rosinoer
14
rue LeSueur
75116
Paris, France
|
9,95011
|
Less
than 1%
|
|
||||
Patrick
Choël
Universite
-82
7
rue de Talleyrand
75007,
Paris, France
|
50012
|
Less
than 1%
|
|
||||
Frederic
Garcia-Pelayo
Inter
Parfums, S.A.
4,
Rond Point Des Champs Elysees
75008,
Paris France
|
-0-
|
NA
|
|||||
Jack
Ayer
Inter
Parfums, S.A.
4,
Rond Point Des Champs Elysees
75008,
Paris France
|
-0-
|
NA
|
|||||
Axel
Marot
Inter
Parfums, S.A.
4,
Rond Point Des Champs Elysees
75008,
Paris France
|
-0-
|
NA
|
|||||
Hugues
de la Chevasnerie
Inter
Parfums, S.A.
4,
Rond Point Des Champs Elysees
75008,
Paris France
|
-0-
|
NA
|
8
Consists
of 1,000 shares held directly and options to purchase 3,250 shares.
9
Consists
of 5,000 shares held directly and options to purchase 3,250 shares.
10
Consists
of shares of common stock underlying options
11
Consists
of 6,700 shares held directly and options to purchase 3,250 shares.
12
Consists
of shares of common stock underlying options.
63
Name
and Address
of
Beneficial Owner
|
Amount of Beneficial Ownership1
|
Approximate Percent of Class
|
|||||
Henry
B. (Andy) Clarke
c/o
Inter Parfums, Inc.
551
Fifth Avenue
New
York, NY 10176
|
11,78313
|
Less
than 1%
|
|
||||
Royce
& Associates, LLC
1414
Avenue of the Americas
New
York, NY 10019
|
2,554,57114
|
12.5%
|
|
||||
Independence
Investments, LLC
551
Fifth Avenue
New
York, NY 10176
|
1,132,09815
|
5.5%
|
|
||||
Wellington
Management Company, LLP
75
State Street
Boston,
MA 02109
|
1,318,45116
|
6.5%
|
|
||||
All
Directors and Officers
As
a Group 16 Persons)
|
11,225,03517
|
53.7%
|
|
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
|
804,400
|
18.43
|
785,529
|
|||||||
Equity
compensation plans not approved by security holders
|
-0-
|
N/A
|
-0-
|
|||||||
Total
|
804,400
|
18.43
|
785,529
|
13
Consists
of 3,783 shares held directly and options to purchase 8,000 shares.
14
Information derived from an Amendment to Schedule 13G dated January 29,
2008.
15
Information derived from a Schedule 13G dated January 24, 2008.
16
Information derived from a Schedule 13G dated February 14, 2008.
17
Consists
of 10,771,285 shares held directly or indirectly, and options to purchase
453,750 shares.
64
Item
13. Certain Relationships And Related Transactions
Transactions
with French Subsidiaries
In
connection with the acquisitions by our subsidiary, Inter Parfums, S.A., of
the
world-wide rights under the Burberry license agreement and the Paul Smith
license agreement, we guaranteed the obligations of Inter Parfums, S.A. under
the Burberry and Paul Smith license agreements. In addition, Inter Parfums,
S.A.
has agreed to reimburse us for the compensation expense attributed to a former
French executive officer, and vested options which are granted to French
employees under the recent amendment to our stock option plan.
Option
Exercise Paid With Tender of Shares
In
December 2007 both the Chief Executive Officer and the President exercised
an
aggregate of 100,000 outstanding stock options of the Company’s common stock.
The aggregate exercise prices of $0.8 million in December 2007, were paid by
them tendering to the Company in December 2007 an aggregate of 48,286 of the
Company’s common stock, previously owned by them, valued at fair market value on
the date of exercise. All shares issued pursuant to these option exercises
were
issued from treasury stock of the Company. In addition, the Chief Executive
Officer tendered in 2007 an additional 6,465 shares for payment of certain
withholding taxes resulting from his option exercise.
Remuneration
of Counsel
Joseph
A.
Caccamo, a director, is a shareholder of the law firm of GrayRobinson, P.A.,
our
general counsel. During 2007, we paid GrayRobinson, P.A. $191,000 for their
services and reimbursement of disbursements incurred on our behalf.
On
February 1, 2008, options to purchase 1,000 shares were granted to Joseph A.
Caccamo at the exercise price of $17.12 per share under the 2004 plan. Such
option vests ratably over a 4 year period. The options held by Mr. Caccamo
are
held as nominee for his law firm. The options granted to Mr. Caccamo were
reduced from 4,000 share grants of prior years to 1,000 shares commencing on
February 1, 2008, in return for an increase of $1,575 per month ($18,900 on
an
annualized basis) in legal fees payable to his firm.
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.
65
Item
14. Principal Accountant Fees and Services
General
On
October 15, 2004 Mazars LLP was engaged as the principal accountants to audit
the financial statements of Inter Parfums, Inc. The decision to engage
Mazars LLP was approved by our audit committee.
Fees
The
following sets forth the fees billed to us by Mazars LLP, as well as discusses
the services provided for the past two fiscal years, fiscal years ended December
31, 2006 and December 31, 2007.
Audit
Fees
During
2007 the fees billed by Mazars 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 $667,000. During 2006 the fees billed by Mazars 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
$588,000.
Audit-Related
Fees
Mazars
billed us $25,000 for audit related fees during 2007 and $22,000 during 2006.
Tax
Fees
Mazars
LLP did not bill us for tax services during 2007 or 2006.
All
Other Fees
Mazars
LLP did not bill us for any other services during 2007 or 2006.
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 first quarter of 2007 the audit committee authorized the following non-audit
services to be performed by Mazars LLP.
·
|
We
authorized the engagement of Mazars LLP if deemed necessary to provide
tax
consultation in the ordinary course of business for fiscal year ended
December 31, 2007.
|
66
·
|
We
authorized the engagement of Mazars 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, of up to a
$5,000
fee limit per project, subject to an aggregate fee limit of $25,000
for
fiscal year ending December 31, 2007. If we require further tax services
from Mazars LLP, then the approval of the audit committee must be
obtained.
|
·
|
If
we require other services by Mazars 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.
|
·
|
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.
|
In
February 2008, the audit committee authorized the same non-audit services to
be
performed by Mazars LLP as disclosed above, except that it placed a cap of
$100,000 on the fees that Mazars can charge for services on an expedited basis
that are approved by the Chairman without obtaining full audit committee
approval.
67
PART
IV
Item
15. Exhibits, Financial Statement Schedules
|
|
Page No.
|
|
(a)(1)
|
Financial
Statements annexed hereto
|
||
Report
of Independent Registered Public Accounting Firm
|
F-2
|
||
Consolidated
Balance Sheets as of December 31, 2007 and
December 31, 2006
|
F-3
|
||
Consolidated
Statements of Income for each of the years in the three-year period
ended
December 31, 2007
|
F-4
|
||
Consolidated
Statements of Changes in Shareholders’ Equity and Comprehensive Income for
each of the years in the three-year period ended December 31,
2007
|
F-5
|
||
Consolidated
Statements of Cash Flows for each of the years in the three-year
period
ended December 31, 2007
|
F-6
|
||
Notes
to Consolidated Financial Statements
|
F-7
|
||
(a)(2)
|
Financial
Statement Schedules annexed hereto:
|
||
Schedule
II - Valuation and Qualifying Accounts
|
F-25
|
||
|
Schedules
other than those referred to above have been
omitted as the conditions requiring their filing
are not present or the information has been presented
elsewhere in the consolidated financial statements.
|
68
(a)(3)
Exhibits
The
following document heretofore filed with the Commission is incorporated by
reference to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1991:
Exhibit
No.
|
Description
|
10.25
|
Employment
Agreement between the Company and Philippe Benacin dated July 29,
1991
|
The
following documents heretofore filed with the Commission is incorporated by
reference to the Company's Registration Statement on Form S-1 (No.
33-48811):
Exhibit
No.
|
Description
|
10.26
|
Lease
for portion of 15th Floor, 551 Fifth Avenue, New York, New
York
|
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, 1993:
Exhibit
No.
|
Description
|
3.3
|
Articles
of Incorporation of Inter Parfums Holdings, S.A.
|
3.3.1
|
English
Translation of Exhibit no. 3.3, Articles of Incorporation of Inter
Parfums
Holding, S.A.
|
3.4
|
Articles
of Incorporation of Inter Parfums, S.A.
|
3.4.1
|
English
Translation of Exhibit no. 3.4, Articles of Incorporation of Inter
Parfums, S.A.
|
10.52
|
Lease
for portion of 4, Rond Point Des Champs Des Elysees dated September
30,
1993
|
10.52.1
|
English
translation of Exhibit no. 10.52, Lease for portion of 4, Rond Point
Des
Champs Des Elysees dated September 30, 1993
|
10.53
|
Lease
for portion of 4, Rond Point Des Champs Des Elysees dated March 2,
1994
|
10.53.1
|
English
translation of Exhibit no. 1053, Lease for portion of 4, Rond Point
Des
Champs Des Elysees dated March 2,
1994
|
69
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, 1994:
Exhibit
No.
|
Description
|
10.59
|
Modification
of Lease Agreement dated June 17, 1994 between Metropolitan Life
Insurance
Company and Jean Philippe Fragrances,
Inc.
|
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, 1995:
Exhibit
No.
|
Description
|
10.61
|
Lease
for 60 Stults Road, South Brunswick, NJ between Forsgate Industrial
Complex, a limited partnership, and Jean Philippe Fragrances, Inc.
dated
July 10, 1995
|
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, 1997:
Exhibit
No.
|
Description
|
10.67
|
Second
Modification of Lease made as of the 30th
day of April, 1997 between Metropolitan Life Insurance Company as
landlord
and Jean Philippe Fragrances, Inc. as tenant
|
10.69
|
Exclusive
License Agreement dated June 20, 1997 between S.T. Dupont, S.A. and
Inter
Parfums (English translation, excised
form)
|
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, 1998:
Exhibit
No.
|
Description
|
3.2
|
Amended
and Restated By-laws
|
4.17
|
1997
Nonemployee Director Stock Option Plan
|
10.70
|
License
Agreement among Paul Smith Limited, Inter Parfums, S.A. and Jean-Philippe
Fragrances, Inc. (Certain confidential information in this Exhibit
10.70
was omitted and filed separately with the Securities and Exchange
Commission with a request for confidential treatment by Inter Parfums,
Inc).
|
70
Exhibit
No.
|
Description
|
10.71
|
License
Agreement between Christian LaCroix, a division of Group LVMH and
Inter
Parfums, S.A. (English translation) (Certain confidential information
in
this Exhibit 10.71 was omitted and filed separately with the Securities
and Exchange Commission with a request for confidential treatment
by Inter
Parfums, Inc).
|
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, 1999:
Exhibit
No.
|
Description
|
3.1.4
|
Amendment
to the Company's Restated Certificate of Incorporation, as amended,
dated
July 13, 1999 (listed therein as
3.1(d))
|
The
following documents heretofore filed with the Commission are incorporated by
reference to the Company's current report on Form 8-K/A no. 1 (date of event
–
18 May 2000):
Exhibit
No.
|
Description
|
10.76
|
Celine
License Agreement (Certain confidential information in this Exhibit
10.76
was omitted and filed separately with the Securities and Exchange
Commission with a request for confidential treatment by Inter Parfums,
Inc).
|
10.76.1
|
Celine
License Agreement (English translation) (Certain confidential information
in this Exhibit 10.76.1 was omitted and filed separately with the
Securities and Exchange Commission with a request for confidential
treatment by Inter Parfums, Inc).
|
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 ending
30 June 2000:
Exhibit
No.
|
Description
|
3.1.5
|
Amendment
to the Company's Restated Certificate of Incorporation, as amended,
dated
12 July 2000 (listed therein as
3.1(e))
|
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, 2000:
Exhibit
No.
|
Description
|
3.1.1
|
Restated
Certificate of Incorporation dated September 3, 1987
|
3.1.2
|
Amendment
to the Company's Restated Certificate of Incorporation dated July
31,
1992
|
3.1.3
|
Amendment
to the Company's Restated Certificate of Incorporation dated July
9,
1993
|
4.19
|
2000
Nonemployee Director Stock Option Plan
|
10.80
|
Credit
Lyonnais Letter Agreement dated 22 March 2001 - [French
Original]
|
10.80.1
|
Credit
Lyonnais Letter Agreement dated 22 March 2001 - [English
Translation]
|
10.81
|
Barclays
Bank Letter Agreement dated 4 June 1998 - [French
Original]
|
10.81.1
|
Barclays
Bank Letter Agreement dated 4 June 1998 - [English
Translation]
|
10.82
|
Banque
OBC Odier Bungener Courvoisier Letter Agreement one dated 31 July
1998 -
[French Original]
|
10.82.2
|
Banque
OBC Odier Bungener Courvoisier Letter Agreement one dated 31 July
1998 -
[English Translation]
|
10.83
|
Banque
OBC Odier Bungener Courvoisier Letter Agreement two dated 31 July
1998 -
[French Original]
|
10.83.2
|
Banque
OBC Odier Bungener Courvoisier Letter Agreement two dated 31 July
1998 -
[English Translation]
|
10.84
|
Banque
Worms Letter Agreement dated 22 December 1997 - [French
Original]
|
10.84.1
|
Banque
Worms Letter Agreement dated 22 December 1997 - [English
Translation]
|
10.85
|
Credit
Agricole ile de France Letter Agreement dated 19 June 1996 - [French
Original]
|
10.85.1
|
Credit
Agricole ile de France Letter Agreement dated 19 June 1996 - [English
Translation]
|
72
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, 2001:
Exhibit
No.
|
Description
|
3.2
|
Amended
and Restated By-laws
|
4.20
|
1999
Stock Option Plan, as amended
|
The
following documents heretofore filed with the Commission is incorporated by
reference to the Company's current report on Form 8-K (date of event – 29 May
2002):
Exhibit
No.
|
Description
|
10.90
|
Agreement
dated 29th day of May, 2002, among Diane Von Furstenberg Studio,
L.P.,
Inter Parfums USA, LLC and Inter Parfums, Inc. (Certain
confidential information in this Exhibit 10.90 was omitted and filed
separately with the Securities and Exchange Commission with a request
for
confidential treatment by Inter Parfums,
Inc)
|
The
following documents heretofore filed with the Commission are incorporated by
reference to the Company's quarterly report on Form 10-Q for the period ending
30 June 2002:
Exhibit
No.
|
Description
|
19.92
|
Third
Modification of Lease dated June 17, 2002 between Metropolitan Life
Insurance Company, and Jean Philippe Fragrances,
LLC
|
The
following documents heretofore filed with the Commission are incorporated by
reference to the Company's Quarterly Report for the quarterly period ended
September 30, 2003:
Exhibit
No.
|
Description
|
10.97
|
Agreement
dated as of August 8, 2003 between HSBC Bank USA and Jean Philippe
Fragrances, LLC
|
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
31 December 2003:
Exhibit
No.
|
Description
|
10.99
|
Agreement
between Inter Parfums, S.A. and Credit Lyonnais dated 28 November
2003-
French original
|
73
Exhibit
No.
|
Description
|
10.99.1
|
Agreement
between Inter Parfums, S.A. and Credit Lyonnais dated 28 November
2003-English translation
|
10.100
|
Line
of Credit Agreement between The Banque OBC-Odier Bungener Courvoisier
and
Inter Parfums, S.A dated 29 October 2003- French
original
|
10.100.1
|
Line
of Credit Agreement between The Banque OBC-Odier Bungener Courvoisier
and
Inter Parfums, S.A dated 29 October 2003- English
translation
|
14
|
Code
of Business Conduct
|
31
|
Certification
Required by Rule 13a-14
|
32
|
Certification
Required by Section 906 of the Sarbanes-Oxley
Act
|
The
following documents heretofore filed with the Commission are incorporated by
reference to the Company's Quarterly Report for the quarterly period ended
March
31, 2004:
Exhibit
No.
|
Description
|
2.2
|
Offer
for purchase and sale of stock of the Nickel S.A. Company under conditions
precedent among Inter Parfums S.A. and Philippe Dumont et al dated
March
29, 2004- French original
|
2.2.1
|
Offer
for purchase and sale of stock of the Nickel S.A. Company under conditions
precedent among Inter Parfums S.A. and Philippe Dumont et al dated
March
29, 2004- English translation
|
2.3
|
Agreement
for Sale of Equity Capital with Condition Precedent dated March 29,
2004-
French original
|
2.3.1
|
Agreement
for Sale of Equity Capital with Condition Precedent dated March 29,
2004-
English Translation
|
10.101
|
Shareholders
Agreement from Nickel SA Company dated March 29, 2004- French
original
|
10.101.1
|
Shareholders
Agreement from Nickel SA Company dated March 29, 2004-English
translation
|
74
Exhibit
No.
|
Description
|
10.102
|
Agreement
between BNP Paribas and Inter Parfums SA dated March 17, 2004- French
Original
|
10.102.1
|
Agreement
between BNP Paribas and Inter Parfums SA dated March 17, 2004- English
translations
|
The
following document heretofore filed with the Commission is incorporated by
reference to the Company's Definitive Proxy Material filed on June 23, 2004
(and
contained as Exhibit A to the Definitive Proxy Statement):
Exhibit
No.
|
Description
|
4.21
|
2004
Nonemployee Director Stock Option Plan
|
4.22
|
2004
Stock Option Plan
|
The
following documents heretofore filed with the Commission are incorporated by
reference to the Company's Quarterly Report for the quarterly period ended
June
30, 2004:
Exhibit
No.
|
Description
|
3.1.6
|
Amendment
to Certificate of Incorporation dated 6 August 2004
|
10.104
|
Lease
dated as of 1 March 2001 for 300 West 14th
Street, New York, NY
|
10.105
|
Loan
Contract dated 12 July 2004 between Credit Lyonnais and Inter Parfums,
S.A. (French Original)
|
10.105.1
|
Loan
Contract dated 12 July 2004 between Credit Lyonnais and Inter Parfums,
S.A. (English Translation)
|
10.106
|
Lease
effective as of 1 April 2004 for 4-6 Rond Point des Champs Elysees,
Ground
and 1st Floor, Paris, France (French Original)
|
10.106.1
|
Lease
effective as of 1 April 2004 for 4-6 Rond Point des Champs Elysees,
Ground
and 1st Floor, Paris, France (English Translation)
|
10.107
|
Lease
effective as of 1 April 2004 for 4-6 Rond Point des Champs Elysees,
5th
Floor-Left, Paris, France (French
Original)
|
75
Exhibit
No.
|
Description
|
10.107.1
|
Lease
effective as of 1 April 2004 for 4-6 Rond Point des Champs Elysees,
5th
Floor-Left, Paris, France(English Translation)
|
10.108
|
Lease
effective as of 1 April 2004 for 4-6 Rond Point des Champs Elysees,
6th
Floor-Right, Paris, France (French Original)
|
10.108.1
|
Lease
effective as of 1 April 2004 for 4-6 Rond Point des Champs Elysees,
6th
Floor-Right, Paris, France(English
Translation)
|
The
following documents heretofore filed with the Commission are incorporated by
reference to the Company's Quarterly Report for the quarterly period ended
September 30, 2004:
Exhibit
No.
|
Description
|
10.109
|
Lease
For Asnieres (92600) — 107, Quai Du Docteur Dervaux, (French
Original)
|
10.109.1
|
Lease
For Asnieres (92600) — 107, Quai Du Docteur Dervaux, (English
Translation)
|
10.110
|
Lease
For 48 Rue Des Francs-Bourgeois, In Paris, 3rd
District
(French Original)
|
10.110.1
|
Lease
For 48 Rue Des Francs-Bourgeois, In Paris,, 3rd
District
(English Translation)
|
10.112
|
Confidential
Treatment Agreement among Burberry Ltd., Inter Parfums, S.A., Inter
Parfums, Inc. and LV Capital USA, Inc., et al., dated 12 October
2004
|
10.113
|
Indemnity
Agreement among Burberry Ltd., Inter Parfums, S.A. and Inter Parfums,
Inc.
dated 12 October 2004
|
The
following document heretofore filed with the Commission are incorporated by
reference to the Company's Quarterly Report, Form 10-QA Amendment No. 1, for
the
quarterly period ended September 30, 2004:
Exhibit
No.
|
Description
|
10.111
|
Licence
Agreement among Burberry Ltd., Inter Parfums, S.A. and Inter Parfums,
Inc.
dated 12 October 2004 (Certain confidential information in Exhibit
10.111
has been omitted and filed separately with the Securities and Exchange
Commission with a request for confidential treatment by Inter Parfums,
Inc.).
|
76
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
31 December 2004:
Exhibit
No.
|
Description
|
10.114
|
Employment
Agreement Dated February 8, 2005 Between Inter Parfums, Inc. and
Marcella
Cacci (Certain
confidential information in this Exhibit 10.114 was omitted and filed
separately with the Securities and Exchange Commission with a request
for
confidential treatment by Inter Parfums, Inc).
|
10.115
|
Agreement
dated July 29, 2004 between Credit Lyonnais and Groupe Inter Parfums
(French Original)
|
10.115.1
|
Agreement
dated July 29, 2004 between Credit Lyonnais and Groupe Inter Parfums
(English Translation)
|
10.116
|
Logistics
Service Contract (effective January 1, 2005) between Inter Parfums,
S.A.
and Sagatrans (French Original)
|
10.116.1
|
Logistics
Service Contract (effective January 1, 2005) between Inter Parfums,
S.A.
and Sagatrans (English Translation)
|
10.117
|
Agreement
dated July 29, 2004 between HSBC Bank USA and Jean Philippe Fragrances,
LLC
|
21
|
List
of Subsidiaries
|
23.1
|
Consent
of Mazars LLP
|
23.2
|
Consent
of KPMG LLP
|
23.3
|
Consent
of Eisner LLP
|
23.4
|
Consent
of KPMG Audit, a division of KPMG S.A.
|
31
|
Certification
Required by Rule 13a-14
|
32
|
Certification
Required by Section 906 of the Sarbanes-Oxley
Act
|
The
following documents heretofore filed with the Commission are incorporated by
reference to the Company's Annual Report on Form 10-K/A for the fiscal year
ended 31 December 2004:
23.1
|
Consent
of Mazars LLP
|
77
23.2
|
Consent
of KPMG LLP
|
23.3
|
Consent
of Eisner LLP
|
23.4
|
Consent
of KPMG Audit, a division of KPMG S.A.
|
24
|
Power
of Attorney
|
31
|
Certification
Required by Rule 13a-14
|
32
|
Certification
Required by Section 906 of the Sarbanes-Oxley
Act
|
The
following documents heretofore filed with the Commission are incorporated by
reference to the Company's Quarterly Report for the quarterly period ended
June
30, 2005:
Exhibit
No.
|
Description
|
10.118
|
Agreement
dated July 14, 2005 by and among The Gap, Inc., Banana Republic LLC,
Gap
(Apparel) LLC, Gap (ITM), Inc., Banana Republic (Apparel) LLC, Banana
Republic (ITM), Inc., Gap (Puerto Rico), Inc., and Gap (Canada) Inc.,
together with their subsidiaries who operate stores on the one hand
and
Inter Parfums, Inc. and its wholly-owned subsidiary Inter Parfums
USA,
LLC. (Certain confidential information in this Exhibit 10.118 was
omitted
and filed separately with the Securities and Exchange Commission
with a
request for confidential treatment by Inter Parfums,
Inc).
|
10.119
|
Renouvellement
de Bail Commercial entre Civile Immobiliere du 4/6 Rond Point des
Champs
Elysees et Inter Parfums, S.A., 30 Jun 2005, Locaux 4 eme etage droite
(French original)
|
10.119.1
|
Renouvellement
de Bail Commercial entre Civile Immobiliere du 4/6 Rond Point des
Champs
Elysees et Inter Parfums, S.A., 30 Jun 2005, Locaux 4 eme etage droite
(English translation)
|
10.120
|
Renouvellement
de Bail Commercial entre Civile Immobiliere du 4/6 Rond Point des
Champs
Elysees et Inter Parfums, S.A., 30 Jun 2005, Locaux 4 eme etage gauche
(French original)
|
10.120.1
|
Renouvellement
de Bail Commercial entre Civile Immobiliere du 4/6 Rond Point des
Champs
Elysees et Inter Parfums, S.A., 30 Jun 2005, Locaux 4 eme etage gauche
(English translation)
|
78
The
following document heretofore filed with the Commission is incorporated by
reference to the Company's Current Report on Form 8-K, date of event, October
25, 2005:
Exhibit
No.
|
Description
|
10.121
|
Referred
to as Exhibit 10.1 in the Form 8-K, Form of Underwriting Agreement,
incorporated by reference to Exhibit 1 to the Registration Statement
on
Form S-3, registration number 333-128170, as filed September 8,
2005.
|
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
31 December 2005:
Exhibit
No.
|
Description
|
10.122
|
Agreement
dated July 31, 2005 between HSBC Bank USA and Jean Philippe Fragrances,
LLC
|
10.123
|
Bail
Commercial, 39 Avenue Franklin Roosevelt, 75008 Paris, eme etage,
dated
December 15, 2005 [French original]
|
10.123.1
|
Commercial
Lease, 39 Avenue Franklin Roosevelt, 75008 Paris, 2nd
Floor, dated December 15, 2005 [English translation]
|
10.124
|
Fourth
Modification of Lease, portion of 15th
Floor, 551 Fifth Avenue, New York, New York
|
10.125
|
Addendum
effective March 2, 2006 to Agreement dated July 14, 2005 by and among
The
Gap, Inc., Banana Republic LLC, Gap (Apparel) LLC, Gap (ITM), Inc.,
Banana
Republic (Apparel) LLC, Banana Republic (ITM), Inc., Gap (Puerto
Rico),
Inc., and Gap (Canada) Inc., together with their subsidiaries who
operate
stores on the one hand and Inter Parfums, Inc. and its wholly-owned
subsidiary Inter Parfums USA, LLC. (Certain confidential information
in
this Exhibit 10.125 was omitted and filed separately with the Securities
and Exchange Commission with a request for confidential treatment
by Inter
Parfums, Inc).
|
21
|
List
of Subsidiaries
|
23.1
|
Consent
of Mazars LLP
|
23.2
|
Consent
of KPMG 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
|
79
Exhibit
No.
|
Description
|
32
|
Certification
Required by Section 906 of the Sarbanes-Oxley
Act
|
The
following documents heretofore filed with the Commission are incorporated by
reference to the Company's Quarterly Report for the quarterly period ended
March
31, 2006:
Exhibit
No.
|
Description
|
10.126
|
Contrat
de Licence de Marques entre QS Holdings SARL and Inter Parfums, S.A.,
executed on 23 March 2006 – French original (Certain confidential
information in this Exhibit 10.126 was omitted and filed separately
with
the Securities and Exchange Commission with a request for confidential
treatment by Inter Parfums, Inc).
|
10.126.1
|
Trademark
License Agreement between QS Holdings SARL and Inter Parfums, S.A.,
executed on 23 March 2006 – English translation (Certain confidential
information in this Exhibit 10.126.1 was omitted and filed separately
with
the Securities and Exchange Commission with a request for confidential
treatment by Inter Parfums, Inc).
|
10.127
|
Avenant
No. 1 Au Contrat de Licence Exclusive du 20 Juin 1997 entre ST Dupont,
S.A. et Inter Parfums, S.A., dated 20 March 2006- French original
(Certain
confidential information in this Exhibit 10.127 was omitted and filed
separately with the Securities and Exchange Commission with a request
for
confidential treatment by Inter Parfums, Inc).
|
10.127.1
|
Amendment
No. 1 to Exclusive License of 20 June 1997 between ST Dupont, S.A.
et
Inter Parfums, S.A., dated 20 March 2006- English translation (Certain
confidential information in this Exhibit 10.127.1 was omitted and
filed
separately with the Securities and Exchange Commission with a request
for
confidential treatment by Inter Parfums,
Inc).
|
The
following document heretofore filed with the Commission is incorporated by
reference to the Company's Quarterly Report for the quarterly period ended
June
30, 2006:
Exhibit
No.
|
Description
|
4.21.1
|
Amendment
to the Company’s 2004 Nonemployee Director Stock Option
Plan
|
80
The
following documents heretofore filed with the Commission are incorporated by
reference to the Company's Quarterly Report for the quarterly period ended
September 30, 2006:
Exhibit
No.
|
Description
|
10.128
|
License
Agreement Between Van Cleef & Arpels Logistics SA, and Inter Parfums,
S.A., entered into on June 19, 2006 (Certain
confidential information in this Exhibit 10.128 was omitted and filed
separately with the Securities and Exchange Commission with a request
for
confidential treatment by Inter Parfums, Inc).
|
10.128.1
|
Addendum
No. 1 to License Agreement Between Van Cleef & Arpels Logistics SA,
and Inter Parfums, S.A
|
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
31 December 2006:
Exhibit
No.
|
Description
|
3.5
|
Articles
of Incorporation of Inter Parfums, Limited
|
4.23
|
Form
of Option Agreement for Options Granted to Executive Officers on
December
15, 2006 with Schedule Option Holders and Number of Options
Granted
|
21
|
List
of Subsidiaries
|
23
|
Consent
of Mazars 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
|
Certification
Required by Section 906 of the Sarbanes-Oxley
Act
|
The
following documents heretofore filed with the Commission are incorporated by
reference to the Company's Quarterly Report for the quarterly period ended
March
31, 2007:
Exhibit
No.
|
Description
|
|
|
10.129
|
Agreement
between Inter Parfums, S.A. and BNP Paribas, S.A. dated 3 December
2006 -
French original
|
|
|
10.129.1
|
Agreement
between Inter Parfums, S.A. and BNP Paribas, S.A. dated 3 December
2006 -
English translation
|
81
The
following documents heretofore filed with the Commission are incorporated by
reference to the Company's Quarterly Report for the quarterly period ended
June
30, 2007:
Exhibit
No.
|
Description
|
|
|
2.4
|
Agreement
of Sale of Lanvin Trademarks between Jeanne Lanvin, S.A and Inter
Parfums,
S.A. dated 30 July 2007 - French Original
|
|
|
2.4.1
|
Agreement
of Sale of Lanvin Trademarks between Jeanne Lanvin, S.A and Inter
Parfums,
S.A. dated 30 July 2007 - English Translation
|
|
|
10.130
|
Agreement
for Technical Assistance between Jeanne Lanvin, S.A and Inter Parfums,
S.A. dated 30 July 2007 - French Original
(Certain
confidential information in this Exhibit 10.130 was omitted and filed
separately with the Securities and Exchange Commission with a request
for
confidential treatment by Inter Parfums, Inc).
|
|
|
10.130.1
|
Agreement
for Technical Assistance between Jeanne Lanvin, S.A and Inter Parfums,
S.A. dated 30 July 2007 - English Translation
(Certain
confidential information in this Exhibit 10.130.1 was omitted and
filed
separately with the Securities and Exchange Commission with a request
for
confidential treatment by Inter Parfums, Inc).
|
|
|
10.131
|
Coexistence
Agreement between Jeanne Lanvin, S.A and Inter Parfums, S.A. dated
30 July
2007- French Original
|
|
|
10.131.1
|
Coexistence
Agreement between Jeanne Lanvin, S.A and Inter Parfums, S.A. dated
30 July
2007- English Translation
|
The
following document heretofore filed with the Commission are incorporated by
reference to the Company's Quarterly Report for the quarterly period ended
September 30, 2007:
Exhibit
No.
|
Description
|
|
|
4.21.2
|
Amendment
to the Company’s 2004 Nonemployee Director Stock Option
Plan
|
82
The
following documents heretofore filed with the Commission are incorporated by
reference to the Company's Registration Statement No. 333-141963 as filed April
9, 2007.
Exhibit
No.
|
Description
|
|
|
4.24
|
Warrant
Dated July 14, 2005 to Purchase 100,000 shares of Common Stock of
Inter
Parfums, Inc. (filed as exhibit no. 4.2 therein)
|
4.25
|
Warrant
Dated September 1, 2006 to Purchase 100,000 shares of Common Stock
of
Inter Parfums, Inc. (filed as exhibit no. 4.3
therein)
|
The
following documents are filed with this report:
Exhibit
No.
|
Description
|
10.132
|
Manufacturing
and License Agreement Between Retail Brand Alliance, Inc., D/B/A
Brooks
Brothers – Licensor and Inter Parfums USA, LLL. – Licensee
Dated
November 2007
(Certain
confidential information in this Exhibit 10.132 was omitted and filed
separately with the Securities and Exchange Commission with a request
for
confidential treatment by Inter Parfums, Inc).
|
4.26
|
Addendum
[France] to 2004 Stock Option Plan
|
4.27
|
Form
of Option Agreement for Options Granted to Executive Officers on
December
26, 2007 with Schedule Option Holders and Number of Options Granted
|
4.28
|
Form
of Option Agreement for Options Granted to Executive Officers on
February
14, 2008 with Schedule Option Holders and Number of Options Granted
|
4.29
|
Form
of Option Agreement for Options Granted to Executive Officers on
February
14, 2008 under French Addendum to Stock Option Plan with Schedule
Option
Holders and Number of Options Granted
|
21
|
List
of Subsidiaries
|
23
|
Consent
of Mazars 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
|
Certification
Required by Section 906 of the Sarbanes-Oxley Act
|
83
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, 2007 and 2006
|
F-3
|
Consolidated
Statements of Income for each of the years in the three-year period
ended
December 31, 2007
|
F-4
|
Consolidated
Statements of Changes in Shareholders’ Equity and Comprehensive Income for
each of the years in the three-year period ended December 31,
2007
|
F-5
|
Consolidated
Statements of Cash Flows for each of the years in the three-year
period
ended December 31, 2007
|
F-6
|
Notes
to Consolidated Financial Statements
|
F-7
|
Financial
Statement Schedule:
|
|
Schedule
II – Valuation and Qualifying Accounts
|
F-25
|
F-1
Report
of Independent Registered Public Accounting Firm
Board
of
Directors and Shareholders
Inter
Parfums, Inc.
New
York,
New York
We
have
audited the accompanying consolidated balance sheets of Inter Parfums, Inc.
and
subsidiaries as of December 31, 2007 and 2006, and the related consolidated
statements of income, changes in shareholders’ equity and comprehensive income,
and cash flows for each of the years in the three-year period ended December
31,
2007. These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining,
on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In
our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Inter Parfums, Inc. and
subsidiaries as of December 31, 2007 and 2006, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 2007 in conformity with U.S. generally accepted accounting
principles.
As
discussed in Note 10 (b) of the notes to the consolidated financial statements,
the company adopted the provisions of Statement of Financial Accounting
Standards No. 123 (Revised 2004), “Share-based Payments”, applying the modified
prospective method at the beginning of the year ended December 31,
2006.
In
connection with our audits of the consolidated financial statements enumerated
above, we audited schedule II for each of the years in the three-year period
ended December 31, 2007. In our opinion, schedule II, when considered in
relation to the financial statements taken as a whole, presents fairly, in
all
material respects, the information stated therein.
We
also
have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), Inter Parfums, Inc.’s internal control over
financial reporting as of December 31, 2007, based on criteria established
in
Internal Control – Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO), and our report
dated
March 10, 2008 expressed an unqualified opinion thereon.
Mazars
LLP
New
York,
New York
March
10,
2008
F-2
INTER
PARFUMS, INC. AND SUBSIDIARIES
Consolidated
Balance Sheets
December 31,
2007 and 2006
(In
thousands except share and per share data)
|
2007
|
2006
|
|||||
Assets
|
|||||||
Current
assets:
|
|||||||
Cash
and cash equivalents
|
$
|
90,034
|
$
|
58,247
|
|||
Short-term
investments
|
—
|
12,800
|
|||||
Accounts
receivable, net
|
118,140
|
110,251
|
|||||
Inventories
|
106,022
|
69,537
|
|||||
Receivables,
other
|
5,928
|
2,481
|
|||||
Other
current assets
|
5,253
|
6,137
|
|||||
Income
tax receivable
|
168
|
370
|
|||||
Deferred
tax assets
|
4,300
|
2,494
|
|||||
Total
current assets
|
329,845
|
262,317
|
|||||
Equipment
and leasehold improvements, net
|
7,262
|
6,806
|
|||||
Trademarks,
licenses and other intangible assets, net
|
101,577
|
58,342
|
|||||
Goodwill
|
6,715
|
4,978
|
|||||
Other
assets
|
653
|
602
|
|||||
Total
assets
|
$
|
446,052
|
$
|
333,045
|
|||
Liabilities
and Shareholders’ Equity
|
|||||||
Current
liabilities:
|
|||||||
Loans
payable – banks
|
$
|
7,217
|
$
|
6,033
|
|||
Current
portion of long-term debt
|
16,215
|
4,214
|
|||||
Accounts
payable - trade
|
88,297
|
58,748
|
|||||
Accrued
expenses
|
35,507
|
52,637
|
|||||
Income
taxes payable
|
3,023
|
1,325
|
|||||
Dividends
payable
|
1,026
|
813
|
|||||
Total
current liabilities
|
151,285
|
123,770
|
|||||
Deferred
tax liability
|
4,664
|
2,111
|
|||||
Long-term
debt, less current portion
|
43,518
|
6,555
|
|||||
Put
option
|
—
|
1,262
|
|||||
Minority
interest
|
53,925
|
44,075
|
|||||
Commitments
and contingencies
|
|||||||
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
20,532,141 and 20,434,792 shares at December 31, 2007 and 2006,
respectively
|
21
|
20
|
|||||
Additional
paid-in capital
|
40,033
|
38,096
|
|||||
Retained
earnings
|
147,995
|
127,834
|
|||||
Accumulated
other comprehensive income
|
30,955
|
15,170
|
|||||
Treasury
stock, at cost, 6,202,637 and 6,247,886 common shares at December
31, 2007
and 2006, respectively
|
(26,344
|
)
|
(25,848
|
)
|
|||
Total
shareholders’ equity
|
192,660
|
155,272
|
|||||
Total
liabilities and shareholders’ equity
|
$
|
446,052
|
$
|
333,045
|
See
accompanying notes to consolidated financial statements.
F-3
INTER
PARFUMS, INC. AND SUBSIDIARIES
Consolidated
Statements of Income
Years
ended December 31, 2007, 2006, and 2005
(In
thousands except share and per share data)
2007
|
2006
|
2005
|
||||||||
Net
sales
|
$
|
389,560
|
$
|
321,054
|
$
|
273,533
|
||||
Cost
of sales
|
160,137
|
143,855
|
115,827
|
|||||||
Gross
margin
|
229,423
|
177,199
|
157,706
|
|||||||
Selling,
general, and administrative
|
181,224
|
141,074
|
126,353
|
|||||||
Impairment
loss
|
868
|
—
|
—
|
|||||||
Income
from operations
|
47,331
|
36,125
|
31,353
|
|||||||
Other
expenses (income):
|
||||||||||
Interest
expense
|
3,667
|
1,797
|
970
|
|||||||
(Gain)
loss on foreign currency
|
219
|
(172
|
)
|
296
|
||||||
Interest
and dividend income
|
(3,166
|
)
|
(2,303
|
)
|
(1,194
|
)
|
||||
Gain
on subsidiary’s issuance of stock
|
(665
|
)
|
(332
|
)
|
(443
|
)
|
||||
55
|
(1,010
|
)
|
(371
|
)
|
||||||
Income
before income taxes and minority interest
|
47,276
|
37,135
|
31,724
|
|||||||
Income
taxes
|
16,675
|
13,201
|
11,133
|
|||||||
Income
before minority interest
|
30,601
|
23,934
|
20,591
|
|||||||
Minority
interest in net income of consolidated subsidiary
|
6,784
|
6,192
|
5,328
|
|||||||
Net
income
|
$
|
23,817
|
$
|
17,742
|
$
|
15,263
|
||||
Net
income per share:
|
||||||||||
Basic
|
$
|
1.16
|
$
|
0.87
|
$
|
0.76
|
||||
Diluted
|
1.14
|
0.86
|
0.75
|
|||||||
Weighted
average number of shares outstanding:
|
||||||||||
Basic
|
20,444,094
|
20,324,309
|
20,078,424
|
|||||||
Diluted
|
20,669,533
|
20,568,492
|
20,486,583
|
See
accompanying notes to consolidated financial statements.
F-4
INTER
PARFUMS, INC. AND SUBSIDIARIES
Consolidated
Statements of Changes in Shareholders’ Equity and Comprehensive
Income
Years
ended December 31, 2007, 2006, and 2005
(In
thousands except share data)
Accumulated
|
||||||||||||||||||||||||||||
Additional
|
other
|
|||||||||||||||||||||||||||
Common
stock
|
paid-in
|
Retained
|
Comprehensive
|
comprehensive
|
Treasury
stock
|
|||||||||||||||||||||||
Shares
|
Amount
|
capital
|
earnings
|
income
|
income
|
Shares
|
Amount
|
Total
|
||||||||||||||||||||
Balance –
January 1, 2005
|
19,379,917
|
$
|
19
|
$
|
35,538
|
$
|
100,772
|
$
|
16,431
|
7,064,511
|
$
|
(26,251
|
)
|
$
|
126,509
|
|||||||||||||
Comprehensive
income:
|
||||||||||||||||||||||||||||
Net
income
|
—
|
—
|
—
|
15,263
|
$
|
15,263
|
—
|
—
|
—
|
15,263
|
||||||||||||||||||
Foreign
currency translation adjustments
|
—
|
—
|
—
|
—
|
(12,720
|
)
|
(12,720
|
)
|
—
|
—
|
(12,720
|
)
|
||||||||||||||||
Change
in fair value of derivatives
|
—
|
—
|
—
|
—
|
(137
|
)
|
(137
|
)
|
—
|
—
|
(137
|
)
|
||||||||||||||||
Total
comprehensive income
|
$
|
2,406
|
||||||||||||||||||||||||||
Dividends
|
—
|
—
|
—
|
(3,233
|
)
|
—
|
—
|
—
|
(3,233
|
)
|
||||||||||||||||||
Shares
issued upon exercise of stock options
|
1,048,850
|
1
|
(585
|
)
|
—
|
—
|
(938,200
|
)
|
3,490
|
2,906
|
||||||||||||||||||
Issuance
of warrants
|
—
|
—
|
1,687
|
—
|
—
|
—
|
—
|
1,687
|
||||||||||||||||||||
Shares
received as proceeds of option exercises
|
(176,457
|
)
|
—
|
—
|
—
|
—
|
176,457
|
(2,548
|
)
|
(2,548
|
)
|
|||||||||||||||||
Balance –
December 31, 2005
|
20,252,310
|
20
|
36,640
|
112,802
|
3,574
|
6,302,768
|
(25,309
|
)
|
127,727
|
|||||||||||||||||||
Comprehensive
income:
|
||||||||||||||||||||||||||||
Net
income
|
—
|
—
|
—
|
17,742
|
$
|
17,742
|
—
|
—
|
—
|
17,742
|
||||||||||||||||||
Foreign
currency translation adjustments
|
—
|
—
|
—
|
—
|
11,527
|
11,527
|
—
|
—
|
11,527
|
|||||||||||||||||||
Change
in fair value of derivatives
|
—
|
—
|
—
|
—
|
69
|
69
|
—
|
—
|
69
|
|||||||||||||||||||
Total
comprehensive income
|
$
|
29,338
|
||||||||||||||||||||||||||
Dividends
|
—
|
—
|
—
|
(3,259
|
)
|
—
|
—
|
—
|
(3,259
|
)
|
||||||||||||||||||
Shares
issued upon exercise of stock options
|
227,600
|
—
|
1,380
|
—
|
—
|
(100,000
|
)
|
402
|
1,782
|
|||||||||||||||||||
Stock
compensation
|
—
|
—
|
76
|
549
|
—
|
—
|
—
|
625
|
||||||||||||||||||||
Shares
received as proceeds of option exercises
|
(45,118
|
)
|
—
|
—
|
—
|
—
|
45,118
|
(941
|
)
|
(941
|
)
|
|||||||||||||||||
Balance –
December 31, 2006
|
20,434,792
|
20
|
38,096
|
127,834
|
15,170
|
6,247,886
|
(25,848
|
)
|
155,272
|
|||||||||||||||||||
Comprehensive
income:
|
||||||||||||||||||||||||||||
Net
income
|
—
|
—
|
—
|
23,817
|
$
|
23,817
|
—
|
—
|
—
|
23,817
|
||||||||||||||||||
Foreign
currency translation adjustments
|
—
|
—
|
—
|
—
|
15,816
|
15,816
|
—
|
—
|
15,816
|
|||||||||||||||||||
Change
in fair value of derivatives
|
—
|
—
|
—
|
—
|
(31
|
)
|
(31
|
)
|
—
|
—
|
(31
|
)
|
||||||||||||||||
Total
comprehensive income
|
$
|
39,602
|
||||||||||||||||||||||||||
Dividends
|
—
|
—
|
—
|
(4,093
|
)
|
—
|
—
|
—
|
(4,093
|
)
|
||||||||||||||||||
Shares
issued upon exercise of stock options including income tax benefit
of
$915
|
152,100
|
1
|
1,719
|
—
|
—
|
(100,000
|
)
|
414
|
2,134
|
|||||||||||||||||||
Stock
compensation
|
—
|
—
|
218
|
437
|
—
|
—
|
—
|
655
|
||||||||||||||||||||
Shares
received as proceeds of option exercises
|
(54,751
|
)
|
—
|
—
|
—
|
—
|
54,751
|
(910
|
)
|
(910
|
)
|
|||||||||||||||||
Balance –
December 31, 2007
|
20,532,141
|
$
|
21
|
$
|
40,033
|
$
|
147,995
|
$
|
30,955
|
(1)
|
6,202,637
|
$
|
(26,344
|
)
|
$
|
192,660
|
(1)
Includes
approximately $30,859 relating to foreign currency translation
adjustments.
See
accompanying notes to consolidated financial statements.
F-5
INTER
PARFUMS, INC. AND SUBSIDIARIES
Consolidated
Statements of Cash Flows
Years
ended December 31, 2007, 2006, and 2005
(In
thousands)
2007
|
2006
|
2005
|
||||||||
Cash
flows from operating activities:
|
||||||||||
Net
income
|
$
|
23,817
|
$
|
17,742
|
$
|
15,263
|
||||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
||||||||||
Depreciation
and amortization
|
8,031
|
5,347
|
4,513
|
|||||||
Impairment
of goodwill
|
868
|
—
|
—
|
|||||||
Provision
for doubtful accounts
|
588
|
118
|
585
|
|||||||
Noncash
stock compensation
|
1,096
|
625
|
—
|
|||||||
Minority
interest in net income of consolidated
subsidiary
|
6,784
|
6,192
|
5,328
|
|||||||
Deferred
tax (benefit) provision
|
(657
|
)
|
843
|
(1,410
|
)
|
|||||
Change
in fair value of put options
|
—
|
412
|
19
|
|||||||
Gain
on subsidiary’s issuance of stock
|
(665
|
)
|
(332
|
)
|
(443
|
)
|
||||
(Gain)
loss on sale of trademark
|
—
|
245
|
(150
|
)
|
||||||
Changes
in:
|
||||||||||
Accounts
receivable
|
2,984
|
(18,714
|
)
|
(17,653
|
)
|
|||||
Inventories
|
(28,677
|
)
|
(16,053
|
)
|
5,819
|
|||||
Other
assets
|
(1,602
|
)
|
(1,342
|
)
|
(3,453
|
)
|
||||
Accounts
payable and accrued expenses
|
25,014
|
18,677
|
22,443
|
|||||||
Income
taxes payable, net
|
936
|
(393
|
)
|
(481
|
)
|
|||||
Net
cash provided by operating activities
|
38,517
|
13,367
|
30,380
|
|||||||
Cash
flows from investing activities:
|
||||||||||
Purchases
of short-term investments
|
(300
|
)
|
(6,700
|
)
|
(2,300
|
)
|
||||
Proceeds
from sale of short-term investments
|
13,100
|
11,300
|
2,500
|
|||||||
Purchase
of equipment and leasehold improvements
|
(2,380
|
)
|
(3,452
|
)
|
(2,429
|
)
|
||||
Payment
for intangible assets acquired
|
(58,723
|
)
|
(5,042
|
)
|
(465
|
)
|
||||
Proceeds
from sale of stock of subsidiary
|
2,879
|
2,830
|
2,424
|
|||||||
Payment
for acquisition of minority interests
|
(10,984
|
)
|
—
|
—
|
||||||
Proceeds
from sale of trademark
|
—
|
1,131
|
185
|
|||||||
Net
cash provided by (used in) investing activities
|
(56,408
|
)
|
67
|
(85
|
)
|
|||||
Cash
flows from financing activities:
|
||||||||||
Proceeds
from loans payable – banks
|
762
|
4,974
|
359
|
|||||||
Proceeds
from issuance of long-term debt
|
54,948
|
—
|
—
|
|||||||
Repayment
of long-term debt
|
(10,440
|
)
|
(4,019
|
)
|
(3,979
|
)
|
||||
Purchase
of treasury stock
|
(107
|
)
|
(164
|
)
|
(150
|
)
|
||||
Proceeds
from exercise of options
|
1,331
|
1,004
|
507
|
|||||||
Dividends
paid
|
(3,879
|
)
|
(3,251
|
)
|
(3,005
|
)
|
||||
Dividends
paid to minority interest
|
(1,594
|
)
|
(1,218
|
)
|
(1,106
|
)
|
||||
Net
cash provided by (used in) financing activities
|
41,021
|
(2,674
|
)
|
(7,374
|
)
|
|||||
Effect
of exchange rate changes on cash
|
8,657
|
5,355
|
(4,161
|
)
|
||||||
Net
increase in cash and cash equivalents
|
31,787
|
16,115
|
18,760
|
|||||||
Cash
and cash equivalents – beginning of year
|
58,247
|
42,132
|
23,372
|
|||||||
Cash
and cash equivalents – end of year
|
$
|
90,034
|
$
|
58,247
|
$
|
42,132
|
||||
Supplemental
disclosures of cash flow information:
|
||||||||||
Cash
paid for:
|
||||||||||
Interest
|
$
|
3,872
|
$
|
1,586
|
$
|
593
|
||||
Income
taxes
|
15,211
|
13,227
|
12,593
|
See
accompanying notes to consolidated financial statements.
F-6
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes
to
Consolidated Financial Statements
December
31, 2007, 2006 and 2005
(In thousands except share and per share data)
(In thousands except share and per share data)
(1) |
The
Company and its Significant Accounting
Policies
|
(a) |
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. Revenues generated from one such license represented 54%, 57%
and 60%
of net sales in 2007, 2006 and 2005, respectively.
(b) |
Basis
of
Preparation
|
The
consolidated financial statements include the accounts of the Company, including
majority-owned Inter Parfums, S.A. (“IPSA”), a subsidiary whose stock is
publicly traded in France. In
January 2007, IPSA formed and began operations of four new majority-owned
distribution subsidiaries, Inter Parfums Limited, Inter Parfums Deutschland
GMBH, Inter Parfums srl and Inter España Parfums et Cosmetiques, SL, covering
territories in The United Kingdom, Germany, Italy and Spain, respectively.
All
material intercompany balances and transactions have been eliminated.
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to
make
estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date
of the
financial statements, and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those
estimates.
(c) |
Foreign
Currency Translation
|
For
foreign subsidiaries with operations denominated in a foreign currency,
assets
and liabilities are translated to U.S. dollars at year-end exchange rates.
Income and expense items are translated at average rates of exchange prevailing
during the year. Gains and losses from translation adjustments are accumulated
in a separate component of shareholders’ equity.
(d) |
Cash
and Cash Equivalents
|
All
highly liquid investments purchased with a maturity of three months or
less are
considered to be cash equivalents.
(e) |
Short-term
Investments
|
Short-term
investments consist of available for sale auction rate securities which
are
comprised of preferred stock and municipal bonds. These securities have
characteristics similar to short-term investments because at predetermined
intervals, generally within 28 to 49 days of the purchase, there is a new
auction process. Short-term investments are stated at fair market value
which is
equal to cost. No realized or unrealized gains or losses have been incurred
in
connection with our investments in these securities.
F-7
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes
to
Consolidated Financial Statements
December
31, 2007, 2006 and 2005
(In thousands except share and per share data)
(In thousands except share and per share data)
(f) |
Financial
Instruments
|
The
carrying amount of cash and cash equivalents, 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 interest
rates on the Company’s indebtedness approximate current market rates. The fair
value of the Company’s long-term debt was estimated based on the current rates
offered to the Company for debts with the same remaining maturities and
is the
same as the carrying amount.
All
derivative instruments are reported as either assets or liabilities on
the
balance sheet measured at fair value. Generally, increases or decreases
in the
fair value of derivative instruments will be recognized as gains or losses
in
earnings in the period of change. If the derivative instrument is designated
and
qualifies as a cash flow hedge, the changes in fair value of the derivative
instrument will be recorded as a separate component of shareholders’ equity
until the forecasted sale is recorded or when the hedge is determined to
be
ineffective.
The
Company occasionally enters 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. 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 value of the derivative instrument will effectively offset
the
change in the fair value of the hedged item. The effectiveness of each
hedged
item is measured throughout the hedged period. Any hedge ineffectiveness
as
defined by SFAS No. 133 is recognized as a gain or loss on foreign currency
in the income statement. At December 31, 2007, the Company’s subsidiary had
foreign currency contracts in the form of forward exchange contracts in
the
amount of approximately U.S. $28.3 million and GB
pounds 3.0 million, which have maturities of less than a
year.
(g) |
Inventories
|
Inventories,
including promotional merchandise, only includes inventory considered saleable
or usable in future periods, and is stated at the lower of cost or market,
with
cost being determined on the first-in, first-out method. Cost components
include raw materials, components, direct labor and overhead (e.g., indirect
labor, utilities, depreciation, purchasing, receiving, inspection and
warehousing) as well as inbound freight. Promotional merchandise is charged
to cost of sales at the time the merchandise is shipped to the Company’s
customers. Overhead included in inventory aggregated, $3.2 million, $2.1
million
and $1.5 million as of December 31, 2007, 2006 and 2005,
respectively.
(h) |
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.
F-8
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes
to
Consolidated Financial Statements
December
31, 2007, 2006 and 2005
(In thousands except share and per share data)
(In thousands except share and per share data)
(i) |
Goodwill
and Other Intangible
Assets
|
The
Company reviews goodwill and trademarks with indefinite lives for impairment
at
least annually, and whenever events or changes in circumstances indicate
that
the carrying amount may not be recoverable. The goodwill relates to the
Company’s Nickel skin care business which is primarily a component of our
European operations. In performing our annual review of the recoverability
of
the carrying amount of goodwill, we determined that sales levels are less
than
we originally anticipated. Therefore, the carrying amount of the goodwill
exceeded fair value determined by comparison to prices of comparable businesses
resulting in an impairment loss of $0.9 million. Activity relating to the
goodwill is as follows:
December
31,
|
|||||||
2007
|
2006
|
||||||
Balance
- beginning of year
|
$
|
4,978
|
$
|
4,476
|
|||
Goodwill
acquired
|
1,892
|
—
|
|||||
Effect
of changes in foreign currency translation rates
|
713
|
502
|
|||||
Impairment
loss
|
(868
|
)
|
—
|
||||
Balance
- end of year
|
$
|
6,715
|
$
|
4,978
|
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 seventeen
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.
(j) |
Revenue
Recognition
|
Revenue
is recognized when merchandise is shipped and the risk of loss passes to
the
customer. The Company, at its discretion, permits limited returns of merchandise
and establishes allowances for estimated returns based upon historic trends
and
relevant current data. The Company does not bill its customer’s freight and
handling charges. All shipping and handling costs, which aggregated $6.2
million, $5.5 million and $4.2 million in 2007, 2006 and 2005, respectively,
are
included in selling, general and administrative expense in the consolidated
statements of income. One customer represented 13%, 15% and 14% of consolidated
net sales in 2007, 2006 and 2005, respectively.
(k) |
Issuance
of Common Stock by Consolidated
Subsidiary
|
The
difference between the Company’s share of the proceeds received by the
subsidiary and the carrying amount of the portion of the Company’s investment
deemed sold, is reflected as a gain or loss in the consolidated statements
of
income.
(l) |
Earnings
Per Share
|
Basic
earnings per share is computed using the weighted average number of shares
outstanding during each year. Diluted earnings per share is computed using
the
weighted average number of shares outstanding during each year, plus the
incremental shares outstanding assuming the exercise of dilutive stock
options
and warrants using the treasury stock method.
F-9
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes
to
Consolidated Financial Statements
December
31, 2007, 2006 and 2005
(In thousands except share and per share data)
(In thousands except share and per share data)
The
following table sets forth the computation of basic and diluted earnings
per
share:
Year
ended December 31,
|
||||||||||
2007
|
2006
|
2005
|
||||||||
Numerator:
|
||||||||||
Net
income
|
$
|
23,817
|
$
|
17,742
|
$
|
15,263
|
||||
Effect
of dilutive securities of consolidated subsidiary
|
(270
|
)
|
—
|
—
|
||||||
Numerator
for diluted earnings per share
|
23,547
|
17,742
|
15,263
|
|||||||
Denominator:
|
||||||||||
Weighted
average shares
|
20,444,094
|
20,324,309
|
20,078,424
|
|||||||
Effect
of dilutive securities:
|
||||||||||
Stock
options and warrants
|
225,439
|
244,183
|
408,159
|
|||||||
Denominator
for diluted earnings per share
|
20,669,533
|
20,568,492
|
20,486,583
|
Not
included in the above computations is the effect of anti-dilutive potential
common shares which consist of outstanding options to purchase 318,000,
216,000,
and 262,000 shares of common stock for 2007, 2006, and 2005, respectively,
and
outstanding warrants to purchase 100,000 shares of common stock for 2007,
2006
and 2005.
(m) |
Advertising
and Promotion
|
Advertising
and promotional costs paid directly to customers for goods and services
provided
are expensed as incurred and are recorded as a reduction of sales. Advertising
and promotional costs not paid directly to the Company’s customers 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 expense were $58.5 million, $46.5 million and $40.8 million
for
2007, 2006 and 2005, respectively. Costs relating to purchase with purchase
and
gift with purchase promotions that are reflected in cost of sales aggregated
$23.0 million, $20.6 million and $15.3 million in 2007, 2006 and 2005,
respectively.
(n) |
Package
Development Costs
|
Packaging
development costs associated with new products and redesigns of existing
product
packaging are expensed as incurred.
(o) |
Accounts
Receivable
|
Accounts
receivable represent payments due to the Company for previously recognized
net
sales, reduced by an allowance for doubtful accounts or balances which
are
estimated to be uncollectible aggregating $2.4 million and $2.2 million
as of
December 31, 2007 and 2006, respectively. Accounts receivable balances
are
recorded against the allowance for doubtful accounts when they are deemed
uncollectible. Recoveries of accounts receivable previously recorded against
the
allowance are recorded in the consolidated statement of income when
received.
F-10
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes
to
Consolidated Financial Statements
December
31, 2007, 2006 and 2005
(In thousands except share and per share data)
(In thousands except share and per share data)
(p) |
Income
Taxes
|
The
Company accounts for income taxes in accordance with the provisions of
SFAS 109,
“Accounting for Income Taxes” and FASB
Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an
interpretation of FASB No. 109 (“FIN 48”). Deferred
income taxes are recognized for the tax consequences of temporary differences
by
applying enacted statutory tax rates applicable to future years to the
difference between the financial statement carrying amounts and the tax
bases of
existing assets and liabilities. Tax benefits recognized are reduced by a
valuation allowance where it is more likely than not that the benefits
may not
be realized.
(q) |
Recent
Accounting Pronouncements
|
In
December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS
160, “Noncontrolling Interests in Consolidated Financial Statements” (“SFAS
160”). SFAS 160 establishes requirements for ownership interests in subsidiaries
held by parties other than the Company (sometimes called “minority interests”)
be clearly identified, presented, and disclosed in the consolidated statement
of
financial position within equity, but separate from the parent’s equity. All
changes in the parent’s ownership interests are required to be accounted for
consistently as equity transactions and any noncontrolling equity investments
in
deconsolidated subsidiaries must be measured initially at fair value. SFAS
160
is effective, on a prospective basis, for fiscal years beginning after
December
15, 2008. However, presentation and disclosure requirements must be
retrospectively applied to comparative financial statements and upon
implementation the Company will be required to classify its minority interests
in equity in accordance with SFAS 160.
In
December 2007, the FASB issued SFAS 141(revised 2007), “Business Combinations”
(“SFAS 141R”). SFAS 141R provides revised guidance on how acquirers recognize
and measure the consideration transferred, identifiable assets acquired,
liabilities assumed, noncontrolling interests, and goodwill acquired in
a
business combination. SFAS 141R also expands required disclosures surrounding
the nature and financial effects of business combinations. SFAS 141R is
effective, on a prospective basis, for fiscal years beginning after December
15,
2008. The Company is currently assessing the impact of SFAS 141R on its
consolidated financial statements. However, if additional minority interests
are
acquired after adoption of SFAS 141R, such transactions will be accounted
for as
equity transactions and not subject to purchase accounting.
In
February 2007, the FASB issued SFAS 159, “The Fair Value Option for Financial
Assets and Financial Liabilities—Including an amendment of FASB Statement 115”
(“SFAS 159”). SFAS 159 permits entities to choose to measure many financial
instruments and certain other items at fair value. Unrealized gains and
losses
on items for which the fair value option has been elected will be recognized
in
earnings at each subsequent reporting date. SFAS 159 is effective for fiscal
years beginning after November 15, 2007. The Company does not believe that
the adoption of SFAS 159 will have a material impact on its consolidated
financial statements.
In
September 2006, FASB issued SFAS 157, “Fair Value Measurements” (“SFAS 157”).
While the statement does not expand the use of fair value in any new
circumstances it defines fair value, establishes a framework for measuring
fair
value in generally accepted accounting principles and expands disclosures
about
fair value measurements. This Statement is effective for financial statements
issued for fiscal years beginning after November 15, 2007 and interim
periods within those fiscal years. The Company does not believe that the
adoption of SFAS 157 will have a material impact on its consolidated financial
statements.
F-11
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes
to
Consolidated Financial Statements
December
31, 2007, 2006 and 2005
(In thousands except share and per share data)
(In thousands except share and per share data)
In
July
2006, the FASB issued FIN 48, which prescribes accounting for and
disclosure of
uncertainty in tax positions. This interpretation defines the criteria
that must
be met for the benefits of a tax position to be recognized in the
financial
statements and the measurement of tax benefits recognized. The provisions
of FIN
48 are effective as of the beginning of the Company’s 2007 fiscal year, with the
cumulative effect of the change in accounting principle recorded
as an
adjustment to opening retained earnings. The adoption by the Company
of FIN 48
had no impact on its consolidated financial
statements.
(r) |
Reclassifications
|
Certain
prior year amounts in the accompanying consolidated statements of cash
flows
have been reclassified to conform to current year presentation.
(2) |
Recent
Agreements
|
(a) |
In
November
2007, we entered into exclusive agreements with Retail Brand
Alliance,
Inc., d/b/a/ Brooks Brothers (“Brooks Brothers”) under which will we
design, manufacture and supply personal care products for men
and women to
be sold at Brooks Brothers locations in the United States as
well as a
licensing agreement covering Brooks Brothers stores and specialty
retail
and department stores outside the United States including duty
free and
other travel-related retailers.
|
(b) |
In
July 2007, we acquired the worldwide rights to the Lanvin brand
names and
international trademarks listed in Class 3 from Jeanne Lanvin,
S.A.
(“Lanvin”). Among other items, Class 3 of the international classification
of trademarks goods and services include: soaps, perfumery, essential
oils, cosmetics and hair lotions. We paid €22
million (approximately $29.7 million) in cash for the brand names
and
trademarks and simultaneously terminated our existing license
agreement.
We also agreed to pay to Lanvin a sales based fee for technical
and
creative assistance in new product development to be rendered
by Lanvin in
connection with our use of the trademarks through June 30, 2019.
In
addition, Lanvin has the right to repurchase the brand names
and
trademarks in 2025 for the greater of €70
million or one times the average of the annual sales for the
years ending
December 31, 2023 and 2024.
|
Prior
to
this acquisition, the amount paid to secure the license agreement with
Lanvin
was being amortized over the life of the license agreement. At June 30,
2007,
that intangible asset, net of accumulated amortization aggregated €13.2
million. The €22
million paid in July 2007 for the brand names and trademarks together with
the
carrying value related to the license agreement represents the total cost
of
acquiring the brand names and trademarks. Such total amount is included
in
trademarks, licenses and other intangible assets on the Company’s consolidated
balance sheet as of December 31, 2007.
Since
the
residual value of the Lanvin brand names and trademarks, estimated to be
approximately €42.5
million, exceeds its carrying amount, no further amortization expense has
been,
or is expected to be, recorded after June 30, 2007.
F-12
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes
to
Consolidated Financial Statements
December
31, 2007, 2006 and 2005
(In thousands except share and per share data)
(In thousands except share and per share data)
(c) |
In
April 2007, we entered into an exclusive agreement with New
York &
Company, Inc. under which we design and manufacture personal
care products
to be sold at the New York & Company retail locations and on their
website. We are responsible for product development, formula
creation,
packaging and manufacturing while New York & Company is responsible
for marketing and selling in its
stores.
|
(d) |
In
September 2006, IPSA entered into an exclusive, worldwide license
agreement with Van Cleef & Arpels Logistics SA, for the creation,
development and distribution of fragrance and related bath and
body
products under the Van Cleef & Arpels brand and related trademarks.
The agreement runs through December 31, 2018. As an inducement
to enter
into this license agreement, we agreed to pay, in January 2007,
€18
million (approximately $23.4 million) to Van Cleef & Arpels Logistics
SA in a lump sum, up front payment and we agreed to purchase
existing
inventory of approximately $2.1 million held by YSL Beauté, the former
licensee. The asset is included in trademarks, licenses and other
intangible assets on the Company’s consolidated balance sheets and the
liability for the €18 million up front payment is included in accrued
expenses on the accompanying December 31, 2006 balance sheet.
The license
agreement became effective on January 1,
2007.
|
(e) |
In
March 2006, IPSA entered into an exclusive worldwide license
agreement
with Quiksilver, Inc. for the creation, development and distribution
of
fragrance, suncare, skincare and related products under the Roxy
and
Quiksilver brands. The agreement runs through 2017.
|
(f) |
In
July
2005, we entered into an exclusive agreement with The Gap, Inc.
(“Gap”) to
develop, produce, manufacture and distribute personal care and
home
fragrance products for Gap and Banana Republic brand names to
be sold in
Gap and Banana Republic retail stores in the United States and
Canada. On
March 2, 2006, the agreement was amended to include Gap Outlet
and Banana
Republic Factory Stores in the United States and Canada.
|
The
initial term of this agreement expires on August 31, 2009, and the agreement
includes an additional two-year optional term that expires on August 31,
2011,
as well as a further additional two-year term that expires August 31, 2013,
in
each case if certain retail sales targets are met or if Gap chooses to
extend
the term. In addition, if the agreement is extended for the first optional
term,
then Gap has the right to terminate our rights under the agreement before
the
end of that first optional term if Gap pays to us an amount specified in
a
formula, with such right to be exercised during the period beginning on
September 1, 2010 and expiring on August 31, 2011.
As
an
inducement to enter into this agreement, in July 2005 we granted warrants
to
purchase 100,000 shares of our common stock to Gap exercisable for five
years at
$25.195 per share, 125% of the market price on the date of grant. In addition,
we agreed to grant up to three (3) additional warrants to Gap. The first
additional warrant was granted in September 2006 for 100,000 shares of
our
common stock exercisable for five years at $17.194 per share, the market
price
on the date of grant. If the term of our agreement with Gap is extended
as
discussed above, we will grant to Gap two additional warrants. Each such
warrant
would be exercisable for 50,000 shares of our common stock at 100% of the
market
price on the date of grant. The fair market value of the 100,000 warrants
granted in July 2005 and the 100,000 warrants granted in September 2006
aggregated approximately $1.7 million and was determined on the date of
the
first grant using the Black-Scholes option pricing model with the following
assumptions: dividend yield 0.7%; volatility of 50%; a risk-free interest
rate
of 3.84%; and an expected life of the warrant of five years. Such amount
has
been capitalized as an intangible asset and is being amortized over the
initial
term of the agreement. Such amortization is included in selling, general
and
administrative expense in the accompanying consolidated financial
statements.
F-13
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes
to
Consolidated Financial Statements
December
31, 2007, 2006 and 2005
(In
thousands except share and per share data)
We
have
registered with the Securities and Exchange Commission the 200,000 shares
purchasable pursuant to the first two warrant grants for resale in May 2007.
In
the event we fail to maintain an effective registration statement, Gap shall
have the right to convert the warrants or any portion thereof into shares of
our
common stock. Upon exercise of this right we have agreed to deliver, without
payment by Gap of any exercise price or any cash or other consideration, that
number of shares of fully paid and nonassessable shares of the Company’s Common
Stock, the value of which would equal the difference between the fair value
and
the exercise price of the Company’s Common Stock on the date of exercise
attributable to the warrants exercised divided by the fair value of the
Company’s common Stock on the date of exercise. We do not have any liability
representing future obligations under our registration arrangements relating
to
the warrants issued to Gap.
(3) |
Acquisition
of Minority
Interests
|
(a) |
In
December 2007, we acquired an additional 1.2% interest in IPSA, our
majority owned French subsidiary, from its minority shareholders
for
approximately $6.3 million in cash. The allocation of the purchase
price
was as follows:
|
Trademarks
|
$
|
5,469
|
||
Minority
interest
|
2,724
|
|||
Deferred
tax liability
|
(1,883
|
)
|
||
Total
|
$
|
6,310
|
The
acquisition was accounted for under the purchase method and an additional 3.3%
interest was acquired in January and February 2008 for approximately $16.0
million bringing our ownership interest in IPSA to approximately
75%.
(b) |
In
June 2007, the minority shareholders of Nickel S.A., a consolidated
subsidiary of the Company, exercised their rights to sell their remaining
32.4% interest in Nickel S.A. to the Company for approximately $4.7
million in cash. The acquisition was accounted for under the purchase
method. The allocation of the purchase price was as
follows:
|
Purchase
price
|
$
|
4,673
|
||
Less
amount recorded for put option liability
|
1,273
|
|||
Subtotal
|
$
|
3,400
|
||
Allocated
as follows:
|
||||
Trademarks
|
$
|
921
|
||
Minority
interest
|
587
|
|||
Goodwill
|
1,892
|
|||
Total
|
$
|
3,400
|
F-14
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes
to
Consolidated Financial Statements
December
31, 2007, 2006 and 2005
(In
thousands except share and per share data)
(4) |
Inventories
|
December
31,
|
|||||||
2007
|
2006
|
||||||
Raw
materials and component parts
|
$
|
41,108
|
$
|
27,179
|
|||
Finished
goods
|
64,914
|
42,358
|
|||||
$
|
106,022
|
$
|
69,537
|
(5) |
Equipment
and Leasehold Improvements
|
December
31,
|
|||||||
2007
|
2006
|
||||||
Equipment
|
$
|
15,499
|
$
|
14,253
|
|||
Leasehold
improvements
|
1,963
|
1,496
|
|||||
17,462
|
15,749
|
||||||
Less
accumulated depreciation and amortization
|
10,200
|
8,943
|
|||||
$
|
7,262
|
$
|
6,806
|
Depreciation
expense was $2.5 million, $1.9 million and $2.3 million for 2007, 2006 and
2005,
respectively.
(6) |
Trademarks,
Licenses and Other Intangible
Assets
|
Gross
|
Accumulated
|
Net Book
|
||||||||
2007
|
Amount
|
Amortization
|
Value
|
|||||||
Trademarks
(indefinite lives)
|
$
|
7,497
|
$
|
—
|
$
|
7,497
|
||||
Trademarks
(finite lives)
|
54,688
|
115
|
54,573
|
|||||||
Licenses
(finite lives)
|
41,784
|
5,971
|
35,813
|
|||||||
Other
intangible assets (finite lives)
|
13,018
|
9,324
|
3,694
|
|||||||
Subtotal
|
109,490 | 15,410 | 94,080 | |||||||
Total
|
$
|
116,987
|
$
|
15,410
|
$
|
101,577
|
Gross
|
Accumulated
|
Net Book
|
||||||||
2006
|
Amount
|
Amortization
|
Value
|
|||||||
Trademarks
(indefinite lives)
|
$
|
6,246
|
$
|
—
|
$
|
6,246
|
||||
Trademarks
(finite lives)
|
103
|
103
|
—
|
|||||||
Licenses
(finite lives)
|
54,890
|
6,067
|
48,823
|
|||||||
Other
intangible assets (finite lives)
|
11,090
|
7,822
|
3,268
|
|||||||
Subtotal
|
66,083 | 13,992 | 52,091 | |||||||
Total
|
$
|
72,329
|
$
|
13,992
|
$
|
58,337
|
F-15
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes
to
Consolidated Financial Statements
December
31, 2007, 2006 and 2005
(In
thousands except share and per share data)
During
2007, 2006, and 2005, there were no charges for the impairment of trademarks
with indefinite useful lives. Amortization expense was $5.3 million, $3.4
million and $2.1 million for 2007, 2006 and 2005 respectively. Amortization
expense is expected to approximate $5.0 million in 2008, 2009 and 2010, and
$3.5
million in 2011 and 2012. The weighted average amortization period for
trademarks, licenses and other intangible assets with finite lives are 17 years,
10 years and 3 years, respectively, and 13 years in the aggregate.
(7) |
Loans
Payable – Banks
|
Loans
payable – banks consist of the following:
The
Company’s foreign subsidiaries have available credit lines, including several
bank overdraft facilities totaling $45 million, bearing interest at the three
month EURIBOR plus 0.60% (the three month EURIBOR was 4.68% at December 31,
2007). Outstanding amounts totaled $6.2 million and $0.13 million at
December 31, 2007 and 2006, respectively.
The
Company has borrowings available under a $12 million unsecured revolving line
of
credit due on demand and bearing interest at the three month LIBOR plus 1.75%
(the three month LIBOR was 5.03% as of December 31, 2007). Outstanding amounts
totaled $1.0 million and $5.9 at December 31, 2007 and 2006.
(8) |
Long-term
Debt
|
Long-term
debt consists of the following:
December
31,
|
|||||||
2007
|
2006
|
||||||
16
million euro variable rate facility at three month EURIBOR plus 0.60%,
payable in 20 equal quarterly installments
|
$
|
7,066
|
$
|
10,536
|
|||
18
million euro fixed rate facility at 4.1%, payable in 20 quarterly
installments
|
21,622
|
—
|
|||||
22
million euro variable rate facility at three month EURIBOR plus 0.40%,
payable in 20 equal quarterly installments
|
30,767
|
—
|
|||||
Other
|
278
|
233
|
|||||
59,733
|
10,769
|
||||||
Less
current maturities
|
16,215
|
4,214
|
|||||
Total
|
$
|
43,518
|
$
|
6,555
|
In
connection with the 16 million euro variable rate facility, the Company entered
into a swap transaction effectively exchanging the variable interest rate to
a
variable rate based on the 12 month EURIBOR with a floor of 3.25% and a ceiling
of 3.85%. In connection with the 22 million euro variable rate facility, the
Company entered into a swap transaction effectively exchanging the variable
interest rate to a fixed rate of 4.42%. These derivative instruments are
recorded at fair value and changes in fair value are reflected in the
consolidated statements of income.
Some
of
the Company’s long-term debt facilities require the maintenance of certain
financial covenants. At December 31, 2007 exchange rates, maturities of
long-term debt subsequent to December 31, 2007 are $16.2 million in 2008, $14.1
million in 2009, $11.9 million in 2010, $12.2 million in 2011 and $5.3 million
in 2012.
F-16
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes
to
Consolidated Financial Statements
December
31, 2007, 2006 and 2005
(In
thousands except share and per share data)
(9) |
Commitments
|
(a) |
Leases
|
The
Company leases its office and warehouse facilities under operating leases which
are subject to escalation clauses and expire at various dates through 2014.
Rental expense amounted to $9.1 million, $7.1 million and $7.2 million in 2007,
2006 and 2005, respectively. Minimum future annual rental payments are as
follows:
2008
|
$
|
6,712
|
||
2009
|
6,814
|
|||
2010
|
6,621
|
|||
2011
|
5,061
|
|||
2012
|
1,717
|
|||
Thereafter
|
1,313
|
|||
$
|
28,238
|
(b) |
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 2018. 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:
2008
|
$
|
143,142
|
||
2009
|
150,541
|
|||
2010
|
159,202
|
|||
2011
|
155,148
|
|||
2012
|
162,594
|
|||
Thereafter
|
763,299
|
|||
$
|
1,533,926
|
Future
advertising commitments are estimated based on planned future sales for the
license terms that were in effect at December 31, 2007, 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
$35.6 million, $31.4 million and $27.1 million, in 2007, 2006 and 2005,
respectively.
(10) |
Shareholders’
Equity
|
(a) |
Issuance
of Common Stock by Consolidated
Subsidiary
|
During
2007, 2006 and 2005, 121,746, 169,479 and 120,283 shares, respectively, of
capital stock of IPSA were issued as a result of employees exercising stock
options. At December 31, 2007 and 2006, the Company’s percentage ownership
of IPSA was approximately 72%.
F-17
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes
to
Consolidated Financial Statements
December
31, 2007, 2006 and 2005
(In
thousands except share and per share data)
The
difference between the Company’s share of the proceeds received by the
subsidiary and the carrying amount of the portion of the Company’s investment
deemed sold is reflected as a gain or loss in the consolidated statements of
income. However, recent purchases of IPSA shares discussed in Note (3)
(a),
may
limit the amount of future gains resulting from further issuances of IPSA
shares.
(b) |
Share-Based
Payments:
|
Prior
to
January 1, 2006, we applied the disclosure-only provisions of SFAS 123,
“Accounting for Stock-Based Compensation” (“SFAS 123”). In accordance with the
provisions of SFAS 123, we applied Accounting Principles Board Opinion
No. 25, “Accounting for Stock Issued to Employees” (“APB 25”) and
related interpretations in accounting for our stock based compensation plans
and, accordingly, did not recognize compensation expense for stock options
because we issued options at an exercise price equal to the market value at
date
of grant.
Effective
January 1, 2006, we adopted SFAS 123(R), “Share-Based Payment” (“SFAS 123(R)”),
which revises SFAS 123 and supersedes APB 25. SFAS 123(R) requires all
share-based payments to be recognized in the financial statements based on
the
fair values using an option-pricing model at the date of grant. We have elected
to use the modified prospective method for adoption, which requires compensation
expense to be recorded for all unvested stock options beginning in the first
quarter of adoption, based on the fair value at the original grant date. Prior
year financial statements have not been restated.
Share-based
payment expenses, expenses not required to be expensed prior to the adoption
of
SFAS 123(R), decreased income before income taxes by $1.1 million in 2007 and
$0.9 million in 2006, decreased net income by $0.54 million in 2007 and $0.44
million in 2006, and reduced basic and diluted earnings per share by $0.03
in
2007 and $0.02 in 2006. The adoption of SFAS 123(R) had no impact on cash
flow.
The
effect on net income and earnings per share if we had applied the fair value
recognition provisions of SFAS 123 to stock-based compensation for the years
ended December 31, 2005 is as follows:
December 31,
|
||||
2005
|
||||
Reported
net income
|
$
|
15,263
|
||
Stock-based
employee compensation determined under the fair value based method,
net of
related tax effects
|
(980
|
)
|
||
Pro
forma net income
|
$
|
14,283
|
||
Income
per share, as reported:
|
||||
Basic
|
$
|
0.76
|
||
Diluted
|
0.75
|
|||
Pro
forma net income per share:
|
||||
Basic
|
0.71
|
|||
Diluted
|
0.70
|
F-18
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes
to
Consolidated Financial Statements
December
31, 2007, 2006 and 2005
(In
thousands except share and per share data)
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.
Historically, options granted under the plans vested immediately and were
exercisable for a period of five years. Beginning in 2006, options granted
under
the plans typically have a six-year term and vest over a five-year period.
There
were options outstanding for 229,800 that were not vested as of
December 31, 2007. Compensation
cost is recognized on a straight-line basis over the requisite service period
for the entire award. It
is
generally the Company’s policy to issue new shares upon exercise of stock
options.
The
following table summarizes stock option activity and related information as
of
December 31, 2007 and does not include information relating to options of
Inter Parfums, S.A. granted by Inter Parfums, S.A., our majority owned
subsidiary:
Year ended December 31,
|
|||||||||||||||||||
2007
|
2006
|
2005
|
|||||||||||||||||
Options
|
Weighted
Average
exercise
price
|
Options
|
Weighted
Average
exercise
price
|
Options
|
Weighted
Average
exercise
price
|
||||||||||||||
Shares under
option - beginning of year
|
867,600
|
$
|
16.53
|
985,550
|
$
|
14.03
|
1,842,675
|
$
|
7.51
|
||||||||||
Options
granted
|
96,300
|
19.13
|
181,200
|
19.58
|
202,900
|
15.05
|
|||||||||||||
Options
exercised
|
(152,100
|
)
|
8.01
|
(227,600
|
)
|
7.83
|
(1,048,850
|
)
|
2.77
|
||||||||||
Options
cancelled
|
(7,400
|
)
|
18.91
|
(71,550
|
)
|
17.51
|
(11,175
|
)
|
14.59
|
||||||||||
Shares
under options - end of year
|
804,400
|
18.43
|
867,600
|
16.53
|
985,550
|
14.03
|
At
December 31, 2007, options for 785,529 shares were available for future grant
under the plans.
As
of
December 31, 2007, the aggregate intrinsic value of options outstanding is
$1.0
million and unrecognized compensation cost related to stock options outstanding
on Inter Parfums, Inc. stock aggregated $1.4 million which will be recognized
over the next five years. The amount of unrecognized compensation cost related
to stock options outstanding of our majority owned subsidiary, Inter Parfums
S.A., was 0.9 million euro. Options under Inter Parfums, S.A. plans vest over
a
four year period.
Cash
proceeds, tax benefits and intrinsic value related to stock options exercised
were as follows:
Year
Ended December 31,
|
||||||||||
2007
|
2006
|
2005
|
||||||||
Cash
proceeds from stock options exercised
|
$
|
1,331
|
$
|
1,004
|
$
|
507
|
||||
Tax
benefits
|
$
|
915
|
$
|
—
|
$
|
—
|
||||
Intrinsic
value of stock options exercised
|
$
|
1,368
|
$
|
3,028
|
$
|
12,595
|
No
tax
benefit was realized or recognized in 2006 and 2005 from stock options exercised
as valuation reserves were allocated to those potential benefits.
F-19
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes
to
Consolidated Financial Statements
December
31, 2007, 2006 and 2005
(In
thousands except share and per share data)
The
weighted average fair values of the options granted by Inter Parfums, Inc.
during 2007, 2006 and 2005 were $6.55, $6.36 and $5.00 per share, respectively,
on the date of grant using the Black-Scholes option pricing model with the
following assumptions: dividend yield 0.9% in 2007 and 2006 and 1.0% in 2005;
volatility of 39% in 2007, 30% in 2006 and 40% in 2005; risk-free interest
rates
at the date of grant, 3.5% in 2007, 4.7% in 2006 and 3.5% in 2005; and an
expected life of the option of four and one half years in 2007, five years
in
2006 and four years in 2005. The Company uses the simplified method in
developing its estimate of the expected term of the option. Expected
volatility is estimated using historical volatility of the Company’s common
stock.
Stock-based
employee compensation determined under the fair value based method, net of
related tax effects, includes compensation incurred by Inter Parfums, S.A.,
our
majority owned subsidiary whose stock is publicly traded in France. No options
were granted by Inter Parfums, S.A. during 2007. The weighted average fair
values of the options granted by Inter Parfums, S.A. during 2006 and 2005 were
10.37 euro and 6.08 euro per share, respectively, on the date of grant using
the
Black-Scholes option pricing model with the following assumptions: dividend
yield 0.94% in 2006 and 1% in 2005; volatility of 25% in 2006 and 22% in 2005;
risk-free interest rates at the date of grant of 4.6% in 2006 and 4.5% in 2005;
and an expected life of the option of four years in 2006 and 2005.
The
following table summarizes stock option information as of December 31,
2007:
Options
outstanding
|
||||||||||
|
Number
|
weighted average remaining
|
Options
|
|||||||
Exercise
prices
|
outstanding
|
contractual
life
|
exercisable
|
|||||||
$7.22 –
$7.85
|
10,500
|
0.07
Years
|
10,500
|
|||||||
$14.95
|
160,300
|
2.30
Years
|
160,300
|
|||||||
$15.20
– $15.39
|
169,700
|
1.95
Years
|
169,700
|
|||||||
$16.52
|
2,000
|
3.47
Years
|
500
|
|||||||
$17.24
|
2,000
|
2.95
Years
|
2,000
|
|||||||
$18.87 –
$18.97
|
93,800
|
5.81
Years
|
9,000
|
|||||||
$19.65-$19.85
|
174,500
|
4.97
Years
|
33,000
|
|||||||
$22.77
|
2,000
|
1.01
Years
|
2,000
|
|||||||
$23.05
– $23.06
|
167,600
|
1.00
Years
|
167,600
|
|||||||
$25.24
|
20,000
|
1.12
Years
|
20,000
|
|||||||
$27.01
|
2,000
|
5.41
Years
|
—
|
|||||||
Totals
|
804,400
|
2.87
Years
|
574,600
|
As
of
December 31, 2007 the weighted average exercise price of options exercisable
was
$18.03 and the weighted average remaining contractual life of options
exercisable is 1.97 years. The aggregate intrinsic value of options exercisable
at December 31, 2007 is $1.0 million.
In
2007,
2006 and 2005, both the Chief Executive Officer and the President exercised
an
aggregate of 100,000, 100,000 and 938,000 outstanding stock options,
respectively, of the Company’s common stock. The aggregate exercise prices of
$0.8 million in 2007, $0.8 million in 2006 and $2.4 million in 2005 were paid
by
them tendering to the Company in 2007, 2006 and 2005 an aggregate of 48,286,
37,278 and 166,069 shares, respectively, of the Company’s common stock,
previously owned by them, valued at fair market value on the dates of exercise.
All shares issued pursuant to these option exercises were issued from treasury
stock of the Company. In addition, the Chief Executive Officer tendered in
2007,
2006 and 2005 an additional 6,465, 7,840 and 10,388 shares, respectively, for
payment of certain withholding taxes resulting from his option exercises.
F-20
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes
to
Consolidated Financial Statements
December
31, 2007, 2006 and 2005
(In
thousands except share and per share data)
(c) |
Treasury
Stock
|
In
February 2008, the board of directors of the Company authorized a stock
repurchase program whereby the Company is authorized to repurchase a maximum
of
500,000 shares of its common stock in the open market. In February 2008, 129,524
shares of the Company’s common stock was repurchased at an average price of
$16.95 per common share.
(d) |
Dividends
|
The
Company declared dividends of $0.20, $0.16, and $0.16 per share per annum in
2007, 2006, and 2005, respectively. The quarterly dividend of $1.0 million
declared in December 2007 was paid in January 2008.
(11) |
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 conducted,
in
France. European operations primarily represent the sales of the prestige brand
name fragrances and United States operations primarily represent the sale of
specialty retail and mass market fragrances. Information on the Company’s
operations by segments is as follows.
Year ended December 31,
|
||||||||||
2007
|
2006
|
2005
|
||||||||
Net
sales:
|
||||||||||
United
States
|
$
|
58,807
|
$
|
50,980
|
$
|
34,284
|
||||
Europe
|
332,420
|
271,650
|
241,681
|
|||||||
Eliminations
of intercompany sales
|
(1,667
|
)
|
(1,576
|
)
|
(2,432
|
)
|
||||
$
|
389,560
|
$
|
321,054
|
$
|
273,533
|
|||||
Net
income:
|
||||||||||
United
States
|
$
|
2,066
|
$
|
415
|
$
|
(123
|
)
|
|||
Europe
|
21,681
|
17,270
|
15,398
|
|||||||
Eliminations
|
70
|
57
|
(12
|
)
|
||||||
$
|
23,817
|
$
|
17,742
|
$
|
15,263
|
|||||
Depreciation
and amortization expense:
|
||||||||||
United
States
|
$
|
1,076
|
$
|
763
|
$
|
448
|
||||
Europe
|
6,955
|
4,584
|
4,065
|
|||||||
$
|
8,031
|
$
|
5,347
|
$
|
4,513
|
|||||
Interest
and dividend income:
|
||||||||||
United
States
|
$
|
227
|
$
|
596
|
$
|
526
|
||||
Europe
|
2,939
|
1,707
|
668
|
|||||||
$
|
3,166
|
$
|
2,303
|
$
|
1,194
|
|||||
Interest
expense:
|
||||||||||
United
States
|
$
|
366
|
$
|
259
|
$
|
19
|
||||
Europe
|
3,301
|
1,538
|
951
|
|||||||
$
|
3,667
|
$
|
1,797
|
$
|
970
|
|||||
Income
tax expense (benefit):
|
||||||||||
United
States
|
$
|
1,105
|
$
|
(148
|
)
|
$
|
(398
|
)
|
||
Europe
|
15,517
|
13,304
|
11,544
|
|||||||
Eliminations
|
53
|
45
|
(13
|
)
|
||||||
$
|
16,675
|
$
|
13,201
|
$
|
11,133
|
F-21
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes
to
Consolidated Financial Statements
December
31, 2007, 2006 and 2005
(In
thousands except share and per share data)
December 31,
|
||||||||||
2007
|
2006
|
2005
|
||||||||
Total
assets:
|
||||||||||
United
States
|
$
|
52,571
|
$
|
61,435
|
$
|
53,072
|
||||
Europe
|
403,351
|
281,378
|
196,931
|
|||||||
Eliminations
of investment in subsidiary
|
(9,870
|
)
|
(9,768
|
)
|
(9,093
|
)
|
||||
$
|
446,052
|
$
|
333,045
|
$
|
240,910
|
|||||
Additions
to long-lived assets:
|
||||||||||
United
States
|
$
|
1,042
|
$
|
1,337
|
$
|
1,985
|
||||
Europe
|
44,125
|
30,862
|
2,596
|
|||||||
|
$
|
45,167
|
$
|
32,199
|
$
|
4,581
|
||||
Total
long-lived assets:
|
||||||||||
United
States
|
$
|
7,342
|
$
|
7,376
|
$
|
6,801
|
||||
Europe
|
108,212
|
62,750
|
33,646
|
|||||||
$
|
115,554
|
$
|
70,126
|
$
|
40,447
|
|||||
Deferred
tax assets:
|
||||||||||
United
States
|
$
|
591
|
$
|
726
|
$
|
840
|
||||
Europe
|
3,709
|
1,768
|
2,171
|
|||||||
$
|
4,300
|
$
|
2,494
|
$
|
3,011
|
United
States export sales were approximately $9.5 million, $7.2 million and $6.4
million in 2007, 2006 and 2005, respectively. Consolidated net sales to
customers by region are as follows:
Year ended December 31,
|
||||||||||
2007
|
2006
|
2005
|
||||||||
North
America
|
$
|
115,400
|
$
|
107,400
|
$
|
81,800
|
||||
Europe
|
173,200
|
128,300
|
116,800
|
|||||||
Central
and South America
|
28,200
|
24,500
|
21,800
|
|||||||
Middle
East
|
26,100
|
21,900
|
19,800
|
|||||||
Asia
|
43,900
|
37,700
|
32,200
|
|||||||
Other
|
2,800
|
1,300
|
1,100
|
|||||||
$
|
389,600
|
$
|
321,100
|
273,500
|
Consolidated
net sales to customers in major countries are as follows:
Year Ended December 31,
|
||||||||||
2007
|
2006
|
2005
|
||||||||
United
States
|
$
|
113,000
|
$
|
104,000
|
$
|
80,000
|
||||
United
Kingdom
|
$
|
28,000
|
$
|
28,000
|
$
|
26,000
|
||||
France
|
$
|
30,000
|
$
|
21,000
|
$
|
17,000
|
(12) |
Income
Taxes
|
The
components of income before income taxes and minority interest consist of the
following:
Year ended December 31,
|
||||||||||
2007
|
2006
|
2005
|
||||||||
U.S.
operations
|
$
|
3,170
|
$
|
267
|
$
|
(521
|
)
|
|||
Foreign
operations
|
44,106
|
36,868
|
32,245
|
|||||||
$
|
47,276
|
$
|
37,135
|
$
|
31,724
|
F-22
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes
to
Consolidated Financial Statements
December
31, 2007, 2006 and 2005
(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,
|
||||||||||
2007
|
2006
|
2005
|
||||||||
Current:
|
||||||||||
Federal
|
$
|
343
|
$
|
(321
|
)
|
$
|
(19
|
)
|
||
State
and local
|
190
|
60
|
46
|
|||||||
Foreign
|
16,799
|
12,619
|
12,516
|
|||||||
17,332
|
12,358
|
12,543
|
||||||||
Deferred:
|
||||||||||
Federal
|
437
|
(81
|
)
|
(451
|
)
|
|||||
State
and local
|
135
|
195
|
26
|
|||||||
Foreign
|
(1,229
|
)
|
729
|
(985
|
)
|
|||||
(657
|
)
|
843
|
(1,410
|
)
|
||||||
Total
income tax expense
|
$
|
16,675
|
$
|
13,201
|
$
|
11,133
|
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,
|
|||||||
2007
|
2006
|
||||||
Deferred
tax assets:
|
|||||||
State
net operating loss carryforwards
|
$
|
832
|
$
|
1,044
|
|||
Federal
net operating loss carryforwards
|
1,490
|
2,269
|
|||||
Foreign
net operating loss carryforwards
|
2,351
|
1,274
|
|||||
Alternative
minimum tax credit carryforwards
|
75
|
75
|
|||||
Inventory
and accounts receivable
|
657
|
249
|
|||||
Profit
sharing
|
277
|
216
|
|||||
Effect
of inventory profit elimination
|
1,308
|
78
|
|||||
Other
|
770
|
859
|
|||||
Total
gross deferred tax assets
|
7,760
|
6,064
|
|||||
Valuation
allowance
|
(3,460
|
)
|
(3,570
|
)
|
|||
Net
deferred tax assets
|
4,300
|
2,494
|
|||||
Deferred
tax liabilities (long-term):
|
|||||||
Property,
plant, and equipment
|
(225
|
)
|
(477
|
)
|
|||
Trademarks
and licenses
|
(4,147
|
)
|
(985
|
)
|
|||
Other
|
(292
|
)
|
(649
|
)
|
|||
Total
deferred tax liabilities
|
(4,664
|
)
|
(2,111
|
)
|
|||
Net
deferred tax assets (liabilities)
|
$
|
(364
|
)
|
$
|
383
|
F-23
INTER
PARFUMS, INC. AND SUBSIDIARIES
Notes
to
Consolidated Financial Statements
December
31, 2007, 2006 and 2005
(In
thousands except share and per share data)
At
December 31, 2007 federal net operating loss carryforwards expire at various
dates through 2026 and foreign net operating loss carryforwards do not expire.
At December 31, 2007 the Company’s state net operating loss carryforwards,
subject to applicable state apportionment, for New York State and New York
City
tax purposes of approximately $11.5 million and for New Jersey tax purposes
of
approximately $13.5 million expire at various dates through 2012. Through
December 31, 2006, valuation allowances aggregating $2.7 million had been
provided including $1.1 million in 2006 and $1.2 million in 2005, as future
tax
benefits from option compensation deductions might prevent the net operating
loss carryforwards from being fully utilized. In 2007, $0.4 million of such
valuation allowance was realized. The amount realized in 2007 and any future
realization of the valuation allowance is credited to additional paid-in
capital. In addition, a valuation allowance of $0.2 million and $0.8 million
has
been provided in 2007 and 2006, respectively against certain foreign net
operating loss carryforwards, as future profitable operations from certain
foreign subsidiaries might not be sufficient to realize the full amount of
net
operating loss carryforwards recognized.
No
further valuation allowances have been provided as management believes that
it
is more likely than not that the asset will be realized in the reduction of
future taxable income.
The Company
has not provided for U.S. deferred income taxes or foreign withholding taxes
on
$119 million of undistributed earnings of its non-U.S. subsidiaries as of
December 31, 2007 since the Company has no present intention to
repatriate these earnings.
Differences
between the United States Federal statutory income tax rate and the effective
income tax rate were as follows:
Year ended December 31,
|
||||||||||
2007
|
2006
|
2005
|
||||||||
Statutory
rates
|
34.0
|
%
|
34.0
|
%
|
34.0
|
%
|
||||
State
and local taxes, net of Federal benefit
|
0.5
|
0.5
|
0.2
|
|||||||
Effect
of foreign taxes in excess of U.S. statutory
rates
|
1.2
|
2.2
|
1.8
|
|||||||
Other
|
(0.4
|
)
|
(1.1
|
)
|
(0.9
|
)
|
||||
Effective
rates
|
35.3
|
%
|
35.6
|
%
|
35.1
|
%
|
F-24
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
|
|||||||||||
Year ended December 31, 2007:
|
||||||||||||||||
Allowances
for sales returns and doubtful accounts
|
$
|
2,244
|
589
|
208
|
(b)
|
684
|
(a)
|
2,357
|
||||||||
Year
ended December 31, 2006:
|
||||||||||||||||
Allowances
for sales returns and doubtful accounts
|
$
|
2,257
|
129
|
188
|
(b)
|
330
|
(a)
|
2,244
|
||||||||
Year
ended December 31, 2005:
|
||||||||||||||||
Allowances
for sales returns and doubtful accounts
|
$
|
3,230
|
585
|
(345)
|
(b)
|
1,213
|
(a)
|
2,257
|
(a) |
Write
off of bad debts and sales returns.
|
(b) |
Foreign
currency translation
adjustment.
|
See
accompanying report of independent registered public accounting
firm.
F-25
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 3, 2008
|
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
|
March
3, 2008
|
||
Jean
Madar
|
and
Chief Executive Officer
|
|||
/s/
Russell Greenberg
|
Chief
Financial and Accounting Officer
|
March
7, 2008
|
||
Russell
Greenberg
|
and
Director
|
|||
Director
|
March
__, 2008
|
|||
Philippe
Benacin
|
||||
/s/
Philippe Santi
|
Director
|
March
4, 2008
|
||
Philippe
Santi
|
||||
/s/
Francois Heilbronn
|
Director
|
February
28, 2008
|
||
Francois
Heilbronn
|
||||
/s/
Joseph A. Caccamo
|
Director
|
March
7, 2008
|
||
Joseph
A. Caccamo
|
||||
/s/
Jean Levy
|
Director
|
March
1, 2008
|
||
Jean
Levy
|
||||
Director
|
March
__, 2008
|
|||
Robert
Bensoussan-Torres
|
||||
/s/
Jean Cailliau
|
Director
|
February
27, 2008
|
||
Jean
Cailliau
|
||||
Director
|
March
__, 2008
|
|||
Serge
Rosinoer
|
||||
/s/
Patrick Choël
|
Director
|
February
28, 2008
|
||
Patrick
Choël
|