Unassociated Document
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, 2009
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
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13-3275609
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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551 Fifth Avenue, New York, New
York
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10176
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: 212.983.2640.
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
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Name of exchange on which
registered
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Common Stock, $.001 par value per
share
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The
Nasdaq Stock Market
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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 ¨ 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 ¨ 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 ¨
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. ¨
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 ¨
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Accelerated
filer x
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Non-accelerated
filer ¨
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Smaller
Reporting Company¨
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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. $110,098,000 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 8, 2010:
30,199,952.
Documents
Incorporated By Reference: None.
Table
of Contents
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Page
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Note
on Forward Looking Statements
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PART
I
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Item
1.
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Business
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1
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Item
1A.
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Risk
Factors
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20
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Item
1B.
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Unresolved
Staff Comments
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26
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Item
2.
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Properties
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27
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Item
3.
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Legal
Proceedings
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28
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PART
II
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Item
4.
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Market
for Registrant’s Common Equity and Related Stockholder Matters and Issuer
Purchases of Equity Securities
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29
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Item
5.
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Selected
Financial Data
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31
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Item
6.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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32
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Item
6A.
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Quantitative
and Qualitative Disclosures About Market Risk
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48
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Item
7.
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Financial
Statements and Supplementary Data
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49
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Item
8.
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Changes
in and Disagreements With Accountants on Accounting and Financial
Disclosure
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50
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Item
8A.
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Controls
and Procedures
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51
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Item
8AT.
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Controls
and Procedures
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52
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Item
8B.
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Other
Information
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52
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PART
III
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Item
9.
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Directors,
Executive Officers and Corporate Governance
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53
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Item
10.
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Executive
Compensation
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58
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Item
11.
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Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
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75
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Item
12.
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Certain
Relationships and Related Transactions, and Director
Independence
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78
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Item
13.
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Principal
Accountant Fees and Services
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80
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PART
IV
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Item
14.
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Exhibits
and Financial Statement Schedules
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82
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FINANCIAL
STATEMENTS
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F-1
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SIGNATURES
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FORWARD
LOOKING STATEMENTS
This
report includes forward-looking statements within the meaning of Section 21E of
the Securities Exchange Act of 1934, and if incorporated by reference into a
registration statement under the Securities Act of 1933, as amended, within the
meaning of Section 27A of such act. When used in this report, the words
“anticipate,” “believe,” “estimate,” “will,” “should,” “could,” “may,” “intend,”
“expect,” “plan,” “predict,” “potential,” or “continue” or similar expressions
identify certain forward-looking statements. Although we believe that our plans,
intentions and expectations reflected in such forward-looking statements are
reasonable, we can give no assurance that such plans, intentions or expectations
will be achieved.
Actual
results, performance or achievements could differ materially from those
contemplated, expressed or implied by the forward-looking statements contained
in this report. Important factors that could cause actual results to differ
materially from our forward-looking statements are set forth in this report,
including under the heading “Risk Factors”. Such factors include: potential
reduction in sales of our fragrance and fragrance related products due to
reduced consumer confidence as the result of a prolonged economic downturn or
recession in the United States, Europe or any of the other countries in which we
do significant business; uncertainties and continued deterioration in global
credit markets could negatively impact suppliers, customers and consumers;
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 our 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 may be required by
law, we undertake no obligation to update any forward-looking statement, whether
as a result of new information, future events or otherwise.
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., and its
majority-owned subsidiary, Inter Parfums, S.A., maintain executive offices at 4,
Rond Point des Champs Elysees, 75008 Paris, France. Our telephone number in
Paris is 331.5377.0000. 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.
Inter Parfums, S.A. also has a 100% owned subsidiary, Inter Parfums (Suisse)
S.A.
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 them 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.
General
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 75% owned subsidiary in Paris, Inter Parfums, S.A., which is also a
publicly traded company as 25% 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.
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
goods for us and ship them back to our distribution center.
As with
any business, many aspects of our operations are subject to influences outside
our control. These factors include the effect of the current financial crisis
and therefore the potential for further deterioration in consumer spending and
consumer debt levels as well as the continued availability of favorable credit
sources and capital market conditions in general. We discuss in greater detail
risk factors relating to our business in Item 1A of this Annual Report on
Form 10-K for the fiscal year ended December 31, 2009, and the reports that
we file from time to time with the Securities and Exchange
Commission.
European
Operations
We
produce and distribute our prestige fragrance products primarily under license
agreements with brand owners, and prestige product sales represented
approximately 88% of net sales for 2009. We have built a portfolio of
prestige brands, which include Burberry, Lanvin, Van Cleef & Arpels, Jimmy
Choo, Montblanc, Paul Smith, S.T. Dupont, 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 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 57%,
56% and 54% of net sales for the years ended December 31, 2009, 2008 and
2007, respectively. In addition, we own the Lanvin brand name for our class of
business and sales of Lanvin product represented 14%, 13% and 12% of net sales
for the years ended December 31, 2009, 2008 and 2007, respectively.
Our
prestige products focus on niche brands with a devoted following. By
concentrating in markets where the brands are best 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.
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.
United
States Operations
Our
specialty retail and mass-market fragrance and fragrance related products are
marketed through our United States operations and represented 12%, of sales for
the year ended December 31, 2009. 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, Brooks
Brothers, bebe, New York & Company and Jordache
trademarks.
Recent
Developments
Gap
and Banana Republic, Extension Agreement
Although
the initial term of our agreement with The Gap, Inc. covering the Gap and Banana
Republic brands in the United States and Canada expired on August 31, 2009, we
had entered into a series of short-term extension agreements to continue the
relationship as it previously existed while we were in discussions with The Gap,
Inc. for a formal extension of the agreement. In March 2010, we signed a new
specialty retail agreement with The Gap, Inc. covering the Gap and Banana
Republic brands in the United States and Canada, with terms and conditions
similar to those of the original agreement. This new agreement expires December
31, 2011.
Montblanc
Exclusive, Worldwide License Agreement
In January 2010 we reported that our
Paris-based subsidiary, Inter Parfums, S.A., and Montblanc-Simplo GMBH, entered
into an exclusive, worldwide license agreement commencing on July 1, 2010 and
expiring on December 31, 2020, for the creation, development and distribution of
fragrances and fragrance related products under the Montblanc brand. Our rights
under such license agreement are subject to certain minimum sales, advertising
expenditures and royalty payments as are customary in our industry. Inter
Parfums, S.A. has also agreed to pay an upfront entry fee of €1 million
(approximately $1.4 million) for this license, and to purchase the inventory of
the current licensee, which is anticipated to be approximately €4 million
(approximately $5.7 million).
Jimmy
Choo Exclusive, Worldwide License Agreement
In October 2009 Inter Parfums, S.A. and
J Choo Limited entered into an exclusive, worldwide license agreement commencing
on January 1, 2010 and expiring on December 31, 2021, for the creation,
development and distribution of fragrances under the Jimmy Choo brand. Our
rights under such license agreement are subject to certain minimum sales,
advertising expenditures and royalty payments as are customary in our
industry.
Our
Prestige Products
General
We
produce and distribute our prestige fragrance products primarily under license
agreements with brand owners. Under license agreements, we obtain the right to
use the brand name, create new fragrances and packaging, determine positioning
and distribution, and market and sell the licensed products, in exchange for the
payment of royalties. Our rights under license agreements are also generally
subject to certain minimum sales requirements and advertising
expenditures.
We have
built a portfolio of prestige brands, which include Burberry, Lanvin, Van Cleef
& Arpels, Jimmy Choo, Paul Smith, Montblanc, S.T. Dupont, and
Nickel.
Our
exclusive world-wide fragrance license with Burberry Limited expires December
31, 2016. This license includes an additional five-year optional term that
requires the mutual consent of Burberry and Inter Parfums, S.A. In addition,
Burberry has the right on December 31, 2011 to buy back the license at its then
fair market value.
In
addition, we have exclusive world-wide licenses for the following brands: Van
Cleef & Arpels, Jimmy Choo, Montblanc, Paul Smith and S.T. Dupont, which run
through the following dates:
Brand Name
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License Expiration Date
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Van
Cleef & Arpels
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December
31, 2018, plus a 5-year optional term if certain sales targets are
met
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Jimmy
Choo
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December
31, 2021
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Montblanc
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December
31, 2020
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Paul
Smith
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December
31, 2017
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S.T.
Dupont
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June
30, 2011
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For competitive reasons we do not
disclose certain commercial or financial terms in these agreements, such as
specific percentage royalty rates or percentage of net sales for minimum
advertising requirements, as well as the specific dollar amount of royalties,
minimum advertising expenses and minimum sales requirements. With respect to
each item that relates to financial information, the aggregate amounts of such
items are taken into account in connection with the preparation of our
consolidated financial statements. Further, we believe that all commercial and
financial information omitted is commercially reasonable and as such the
specific percentages or dollar amounts are not material. Based upon the
foregoing, we have filed confidential treatment applications for the agreements
that we have filed as material contracts, which have been routinely
granted.
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, Burberry London and Burberry The
Beat. 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 10% five-year
compounded annual growth rate in sales of Burberry fragrances.
The most
recent Burberry fragrance family, Burberry The Beat, is the sixth
fragrance family for Burberry fragrances. In March 2008 we commenced the
successful world-wide launch of the women’s fragrance, Burberry The Beat, by capitalizing on
the commercial and editorial success of Burberry’s high-end fashion collections
and continuing to create a strong link to the Burberry fashion brand. Burberry The Beat was a concept that
was clearly distinct from other Burberry fragrance lines. We targeted 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 was a major source of inspiration for the concept of this new women’s
fragrance.
For 2008
Burberry brand sales were strong due to the continued rollout of Burberry The Beat, as well as
the growth and staying power of Burberry Brit, which launched in 2003.
Our 2009 new product launch schedule included the men’s version of Burberry The Beat, which was
initially previewed exclusively at Bloomingdale’s. In addition, the global
rollout of men’s version of Burberry The Beat followed
during the first half of 2009. For 2010, our plans
include a sports fragrance for men and women and the launch of our first
cosmetics line under the Burberry brand.
We are
committing capital to further grow our largest brand, Burberry, in 2010, through
the launch of a cosmetics line for women in about 30 to 40 shops around the
world. The launch of this cosmetics line will require a significant
investment in the first year to develop the product, build cosmetic counters,
hire and train personnel, and is expected to negatively affect 2010 net income
attributable to Inter Parfums, Inc. by approximately $1.5 million or
approximately $0.05 per diluted share. We believe that this is an essential
step which will take Burberry to the next level of growth.
LANVIN — In July 2007 we
acquired the worldwide rights to the Lanvin brand names and international
trademarks listed in Class 3 that we had previously 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.
In 2006,
we launched Rumeur, our
first new Lanvin fragrance for women. In addition to its debut, solid sales gains and
popularity were achieved by Éclat d’Arpège which has been
a strong seller since its introduction in 2002. In 2008, we previewed
a new Lanvin fragrance family,
Jeanne Lanvin, in Paris, and launched the global rollouts of Jeanne Lanvin and Rumeur 2 Rose
during the Fall of 2008.
During
the Summer of 2009 we launched a our newest Lanvin fragrance, Lanvin L’Homme Sport, with
tennis sensation, Rafael Nadal, the Wimbledon, French Open and 2008 Olympic gold
medal winner, as our model and spokesperson. In addition, for Lanvin in 2010, we
are creating new women’s scent.
VAN CLEEF & ARPELS — In September
2006, we 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. We
believe this agreement with Van Cleef & Arpels, the prestigious and
legendary world-renowned jewelry designer, was 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 have built
upon this sales base by promoting the two strongest families, First and Tsar, and then creating an
entirely new line, Féerie, which we
launched in 2008. We believe this new women’s fragrance is one of the highest
retail price cologne in the market, as the 100ml. size fragrance has a suggested
retail price of approximately $150.
A high
end limited edition fragrance for Van Cleef & Arpels, Collection
Extraordinaire, was
launched in late 2009. In
addition, for Van Cleef & Arpels in 2010, we are creating new women’s
fragrance and our first new men’s fragrance.
JIMMY CHOO — In October 2009
Inter Parfums, S.A. and J Choo Limited entered into an exclusive, worldwide
license agreement commencing on January 1, 2010 and expiring on December 31,
2021, for the creation, development and distribution of fragrances under the
Jimmy Choo brand.
Founded
by Tamara Mellon in 1996, the luxury goods company Jimmy Choo was acquired by
TowerBrook Capital Partners, the international private equity firm, in February
2007. With a heritage in luxury footwear, Jimmy Choo today encompasses a
complete luxury lifestyle accessory brand with women's shoes, handbags, small
leather goods, sunglasses and eyewear. Its products are available in
the growing network of Jimmy Choo freestanding stores as well as in the most
prestigious department, specialty and duty free stores worldwide. From its
original base in the United Kingdom and United States, the Jimmy Choo store
network now encompasses over 100 locations in 32 countries.
The brand
is the recipient of the 2008 “Designer Brand of the Year” award from the British
Fashion Council, the 2008 ACE award for “Brand of the Year” from the Accessory
Council, the 2008 “Brand of the Year” award from Footwear News, and the 2009
“Partner in Excellence” Award from Nordstrom.
We
believe that this relationship with Jimmy Choo offers a perfect fit with our
strategy of expanding our brand portfolio to include new universes and
represents an important milestone in our development. This brand possesses the
quintessential qualities to ensure the ambitious development of fragrance lines
that will be supported by significant advertising commitments over the coming
years. Also, work on our first fragrance for the Jimmy Choo brand has begun, and
we anticipate the fragrance will be launched in early 2011.
MONTBLANC
— In January
2010 we reported that our Paris-based subsidiary, Inter Parfums, S.A., and
Montblanc-Simplo GMBH, entered into an exclusive, worldwide license agreement
commencing on July 1, 2010 and expiring on December 31, 2020, for the creation,
development and distribution of fragrances and fragrance related products under
the Montblanc brand.
Montblanc has achieved a world-renowned
position in the luxury segment and become a purveyor of exclusive products which
reflect today’s exacting demands for timeless design, tradition and master
craftsmanship. In the past few years, Montblanc’s product range has been
expanded to Swiss made watches, male accessories and female jewelry, luxury
leather goods and eyewear.
Through its leadership positions in
writing instruments, watches and leather goods, promising growth outlook in
women's jewelry, active presence in more than 70 countries, network of more than
350 boutiques worldwide and high standards of product design and quality,
Montblanc offers our company growth potential for development in fragrances and
ancillary products. We believe this license with the more than 100-year-old,
world-renowned, luxury brand will further strengthen our prospects for continued
expansion in the selective perfume market. Montblanc fragrances are currently
distributed in 50 countries worldwide.
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. In July 2008 we extended this license for the Paul
Smith brand for an additional seven years through December 31, 2017 on
comparable terms and conditions.
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 2006 we launched the men’s fragrance, Paul Smith Story, and in
2007, we launched Paul Smith
Rose, a women’s fragrance for Paul Smith. In September 2009 our
European-based operations launched a new men’s scent, Paul Smith Man. In addition, we are
creating new women’s fragrance under the Paul Smith brand for launch in
2010.
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 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
women’s fragrance for S.T. Dupont, and in 2008, we launched S.T. Dupont Passenger, new scents for men
and women. During 2009, we launched a new fragrance called S.T. Dupont Rose, and for
2010 we anticipate the launch of a new women’s fragrance line for S.T. Dupont,
S.T. Dupont
Diamant.
QUIKSILVER/ROXY — In March 2006 we 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 original
term of the license expires in December 2017. However, in September 2009 by
mutual consent as a result of unsatisfactory commercial development, we agreed
to an early termination of our license agreement with Quiksilver. The
termination will take effect on June 30, 2010 and is not expected to have
any material effect on our consolidated financial statements.
CHRISTIAN LACROIX — In March
1999, we entered into an exclusive license agreement with the Christian Lacroix
Company for the worldwide development, manufacture and distribution of perfumes.
Our Christian Lacroix fragrances families for both men and women include: Eau Florale, Bazar, Tumulte and C'est la fête. This license
is scheduled to expire on December 31, 2010, and we have no intention to renew.
The non-renewal of this license is not expected to have any material effect on
our consolidated financial statements.
Prestige
Skin Care & Cosmetics
BURBERRY — For 2010, our plans
include the launch of our first cosmetics line under the Burberry brand. We are
committing capital to further grow our largest brand, Burberry, in 2010, through
the launch of a cosmetics line for women in approximately 30 shops around the
world. We believe that this is an essential step which will take Burberry
to the next level of growth. The launch of the Burberry cosmetics line is
also an important step to reach new customers and increase our exposure
worldwide, which we believe will build the foundation for further growth in the
years to come.
NICKEL — In April 2004 Inter
Parfums, S.A. acquired a 67.6% interest in Nickel S.A., and in June 2007, the
noncontrolling 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 and
our licensed spa in London.
Our
current focus is on skin care products and we have launched several new skin
care categories under the brand name in order to increase Nickel sales. However,
sales to date have still not met our expectations. We intend to continue to
develop new and innovative skincare products under the Nickel brand in an
attempt to grow sales.
Specialty
Retail Products
Specialty
retail has become an important part of our overall business, and our United
States operations are continuing to expand the global distribution of the
specialty retail brands with which we have partnered. 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 would be on terms favorable to us or would be
successful.
In
connection with our specialty retail agreements in our United States operations,
we design, produce and manufacture fragrance and fragrance related products for
brand name specialty retailers, primarily in their retail stores. Our initial
agreement with The Gap, Inc. covered the Gap and Banana Republic brands in the
United States and Canada. Although the initial term of this agreement expired on
August 31, 2009, we had entered into a series of short-term extension agreements
to continue the relationship as it previously existed while we were in
discussions with The Gap, Inc. for a formal extension of the agreement. In March
2010, we signed a new specialty retail agreement with The Gap, Inc. covering the
Gap and Banana Republic brands in the United States and Canada., with terms and
conditions similar to those of the original agreement. This new agreement
expires December 31, 2011.
In April 2008 we expanded our current
relationship with The Gap Inc. to include a licensing agreement for
international distribution of personal care products through Gap and Banana
Republic brand stores as well as select specialty and department stores outside
the United States, including duty-free and other travel related retailers
through December 31, 2011.
We also
have agreements in place for Brooks Brothers, New York & Company and bebe
Stores specialty retail brands. We are responsible for product development,
formula creation, packaging and manufacturing under all of those brands. Our
exclusive agreements for the Brooks Brothers, New York & Company and bebe
brands run through the following dates:
Brand Name
|
|
Expiration Date
|
|
|
|
Brooks
Brothers
|
|
December
31, 2013, plus a 5-year optional term if certain sales targets are met,
plus additional 5-year optional term if both parties
agree
|
New
York & Company
|
|
October
8, 2012, plus subsequent 2 year renewals terms if both parties agree,
subject to the right of New York & Company to terminate the agreement
within 3 months after completion of the second year of
sales,
|
Bebe
Stores
|
|
June
30, 2014, plus three, 3-year optional terms, if certain sales
targets are met
|
In addition, our agreement for the
Brooks Brothers brand includes a license for our sales to Brooks Brothers
stores, as well as specialty and department stores outside the United States and
duty free and other travel-related retailers in return for royalty payments and
certain advertising expenditures. Our agreement for the bebe brand also
includes a license for select specialty and department stores worldwide in
return for royalty payments and certain advertising expenditures.
For competitive reasons we do not
disclose certain commercial or financial terms in these agreements, such as
specific percentage royalty rates or percentage of net sales for minimum
advertising requirements, as well as the specific dollar amount of royalties,
minimum advertising expenses and minimum sales requirements. With respect to
each item that relates to financial information, the aggregate amounts of such
items are taken into account in connection with the preparation of our
consolidated financial statements. Further, we believe that all financial
information omitted is commercially reasonable and as such the specific
percentages or dollar amounts are not material. Based upon the foregoing, we
have filed confidential treatment applications for such agreements that we have
filed as material contracts, which have been routinely granted.
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, the
agreement was amended to include 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 initial collection
consisted of three scents for women and two for men and in 2007 two additional
fragrances were added and companion products such as body wash, body cream and
shower gel were also introduced.
During 2007, we had a staged rollout of
new products to Gap’s North American stores, including a higher end collection
of fragrances for men and women as well as a men’s fragrance and grooming
products.
In 2008 we expanded our current
relationship with Gap Inc. to include a licensing agreement for international
distribution of personal care products through Gap and Banana Republic stores as
well as select specialty and department stores outside the United States,
including duty-free and other travel related retailers. The agreement
was effective as of July 1, 2007 and expires December 31, 2011.
We entered into this license agreement
to capitalize on cross-border brand awareness of Gap’s iconic American style and
Banana Republic’s affordable luxury, which we have interpreted into a
brand-specific assortment of fragrance, home fragrance, bath and body, and
grooming products. In addition, our long-established relationships with
distributors in over 120 countries, and our current infrastructure enabled us to
rollout Gap and Banana Republic products to select department stores,
perfumeries, travel retailers, military bases and other appropriate retail
outlets around the world.
In April
2009, we launched a new Gap fragrance, Close, for sale at
approximately 550 Gap stores and 175 Gap Body stores nationwide. International
distribution began in September 2009, including an excusive launch at 240
Sephora doors in Europe. Total international distribution is expected
to reach approximately 5,000 doors by the end of 2011. Also during 2009, for the
Banana Republic brand, we debuted new fragrances, Republic of Women and Republic of Men, in North
America in late August 2009, and commenced international rollout shortly
thereafter.
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 have assumed responsibility for the
production and supply of existing Brooks Brothers fragrance and related personal
care products. In the United States, we are responsible for product development,
formula creation, packaging design and manufacturing while Brooks Brothers is
responsible for marketing, advertising and in-store sales.
In
November 2008, we shipped the Brooks Brothers New York collection for men
and women to Brooks Brothers U.S. stores. In addition, a new Brooks Brothers
fragrance called Black
Fleece, was launched in the fall of 2009. International distribution is
being readied for 2010.
New
York & Company
In April 2007 we signed an exclusive
agreement with New York & Company, Inc. under which we design and
manufacture a personal care products sold at the New York & Company retail
locations and on their website. Pursuant to the agreement, we are responsible
for product development, formula creation, packaging and manufacturing while New
York & Company is responsible for marketing and selling in its
stores.
New York & Company has achieved
success 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 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. Although this line did not meet our expectations
and was discontinued, we launched a new fragrance for New York & Company in
2009 and we supply their stores with color cosmetic products.
Bebe
Stores
In July 2008 we entered into an
exclusive six-year worldwide agreement with bebe Stores, Inc., under which we
design, manufacture and supply fragrance, bath and body products and color
cosmetics for company-owned bebe stores in the United States and Canada, as well
as select specialty and department stores worldwide. We intend to incorporate
bebe’s signature look into fragrance and cosmetics for the brand’s strong, hip,
sexy, and sophisticated clientele.
The color cosmetics we developed and
produced for bebe stores was launched at more than 200 bebe United States stores
and, our bebe signature fragrance was unveiled at bebe stores in the U.S. in
August 2009, which was followed by worldwide distribution later in the third
quarter. In addition, in September 2009, our bebe signature fragrance debuted at
approximately 300 Dillard’s stores. The launch was supported with a print
advertising program in the November 2009 issues of Cosmopolitan, Elle, and In Style, as well as outdoor
advertising on billboards and bus kiosks. Dillard’s has also made a strong
commitment to the bebe
launch as a featured fragrance in its multi-page advertising insert in several
Conde Nast publications plus inclusion in its holiday catalog.
Mass
Market Products
Our mass market products are 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 and Johnson Parker brands, including shampoo,
conditioner, hand lotion and baby oil. All of these products are distributed to
the same mass market retailers and discount chains.
Business
Strategy
Focus on prestige beauty
brands. Prestige beauty brands are expected contribute
significantly to our growth as it represents 88% of total business in 2009. We
focus on developing and launching quality fragrances utilizing internationally
renowned brand names. By identifying and concentrating in the most receptive
market segments and territories where our brands are known, and executing highly
targeted launches that capture the essence of the brand, we have had a history
of successful launches. Certain fashion designers and other licensors choose
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 our successful
track record.
Grow portfolio brands through new
product development and marketing. We grow through the
creation of fragrance family extensions within the existing brands in our
portfolio. Every year or two we create a new family of fragrances for each brand
in our portfolio. We frequently introduce “seasonal” 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.
Expand existing portfolio into new
categories. We intend to continue to broaden our product
offering beyond the fragrance category and offer other fragrance related
products and 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. For 2010, our plans include the launch of our first
cosmetics line under the Burberry brand. We are committing capital to further
grow our largest brand, Burberry, in 2010, through the launch of a cosmetics
line for women in about 30 to 40 shops around the world. The launch of
this cosmetics line will require a significant investment in the first year to
develop the product, build cosmetic counters, hire and train personnel, and is
expected to affect 2010 net income attributable to Inter Parfums, Inc. by
approximately $1.5 million or approximately $0.05 per diluted share. We
believe that this is an essential step which will take Burberry to the next
level of growth. The launch of the Burberry cosmetics line is also an
important step to reach new customers and increase our exposure worldwide, which
we believe will build the foundation for further growth in the years to
come.
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 and are operating 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 on terms favorable to us, 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
Gap and Banana Republic brands, New York & Company brand, Brooks Brothers
brand and bebe brand. We are responsible for product development, formula
creation, packaging and manufacturing under all of those brands. We also
recently commenced product development to supply fragrances exclusively for
Anthropologie stores, catalog and its internet business on an as needed and when
ordered basis. Gap and Banana Republic, both leading international specialty
retailers offering clothing, accessories and personal care products for men,
women, children and infants, New York & Company, Retail Brand Alliance (for
Brooks Brothers), bebe Stores, Inc. and Anthropologie, a unit of Urban
Outfitters, Inc. (NASDAQ:URBN), are innovative specialty retailers which offer a
variety of lifestyle merchandise to highly defined customer niches, and are each
responsible for marketing and selling fragrance and fragrance related products
we produced in their respective 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.
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);
|
·
|
Produce
mock-ups for final acceptance of bottles and
packaging;
|
·
|
Receive
bids from component suppliers (glass makers, plastic processors, printers,
etc.) and packaging companies;
|
·
|
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, 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);
|
·
|
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. The components for our specialty retail
products are sourced and our specialty retail products are primarily produced
and filled in the United States, and our mass market products are manufactured,
produced or filled in the United States or China.
Marketing
and Distribution
Prestige Products
Our
prestige products are distributed in over 100 countries around the world through
a selective distribution network. 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 on an exclusive basis 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.
As
our business is a
global business, 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 during the first half of 2007 we
formed and presently operate through majority owned distribution subsidiaries in
the major markets of the United Kingdom, Italy, Spain and Germany for
distribution of prestige fragrances. Shipments to these
subsidiaries are not recognized as sales until that merchandise is sold by the
distribution subsidiary to its customers.
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 on
terms favorable to us, 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 100 countries
around the world. Sales to one distributor represented 11%, 12% and 13% and of
consolidated net sales in 2009, 2008 and 2007, respectively.
Approximately
35%, 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 hedging foreign currencies to minimize the risk arising
from operations.
The
business of our European operations has become increasingly seasonal due to the
timing of shipments by our majority-owned distribution subsidiaries to their
customers, which are weighted to the second half of the year.
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 for such brands are the responsibility of the brand owners which
market and sell the products we produce in their own retail locations. However,
with respect to our license agreement with bebe Stores, Inc., we distribute
product to their stores, and distribute product as well as to other retailer
outlets and department stores within the United States.
With respect to Gap, Banana Republic,
Brooks Brothers and bebe brands, we distribute or plan to distribute product to
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.
In
addition, the business of our United States operations has become increasingly
seasonal as shipments to our specialty retail customers are weighted toward the
second half of the year.
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 $14.0 million, $22.5 million and $9.5 million in
2009, 2008 and 2007, respectively.
Consolidated net sales to customers by
region is as follows (in thousands):
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
North
America
|
|
$ |
96,800 |
|
|
$ |
108,600 |
|
|
$ |
115,400 |
|
Europe
|
|
|
184,900 |
|
|
|
204,100 |
|
|
|
173,200 |
|
Central
and South America
|
|
|
29,300 |
|
|
|
38,000 |
|
|
|
28,200 |
|
Middle
East
|
|
|
42,300 |
|
|
|
39,200 |
|
|
|
26,100 |
|
Asia
|
|
|
53,600 |
|
|
|
53,000 |
|
|
|
43,900 |
|
Other
|
|
|
2,600 |
|
|
|
3,200 |
|
|
|
2,800 |
|
|
|
$ |
409,500 |
|
|
$ |
446,100 |
|
|
$ |
389,600 |
|
Consolidated net sales to customers in
major countries is as follows (in
thousands):
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
United
States
|
|
$ |
88,000 |
|
|
$ |
101,000 |
|
|
$ |
113,000 |
|
United
Kingdom
|
|
|
31,000 |
|
|
|
25,000 |
|
|
|
28,000 |
|
France
|
|
|
37,000 |
|
|
|
38,000 |
|
|
|
30,000 |
|
Competition
The
market for fragrances and fragrance 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 primarily sell products directly to Gap and Banana
Republic stores, New York & Company stores, Brooks Brother stores and bebe
stores, so we do not have any direct competition, other than third parties with
the capacity to develop, manufacture and ship product to such specialty
retailers. However, such special retail stores compete directly with other
specialty retail stores such as Abercrombie & Fitch and Victoria’s Secret,
which thereby indirectly compete with us.
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
Procter 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.
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 the brand names we license, use or own
are registered in the United States and in certain foreign countries in which we
operate, we may not be successful in asserting trademark or brand name
protection. In addition, the laws of certain foreign countries may not protect
our intellectual property rights to the same extent as the laws of the United
States. The costs required to protect our trademarks and brand names may be
substantial.
Under
various license and other agreements we have the right to use certain registered
trademarks throughout the world (except as otherwise noted) for fragrances and
fragrance related products. These registered trademarks
include:
|
·
|
New
York & Company (U.S. only)
|
In
addition, we are the registered trademark owner of several trademarks for
fragrances and fragrance related products, including:
|
·
|
Regal
Collections, Royal Selections and
Apple
|
Employees
As of
March 1, 2010 we had 256 full-time employees world-wide. Of these, 171 are
full-time employees in Paris, with 47 employees engaged in sales activities and
124 in administrative, production and marketing activities. In the United
States, 85 employees work full-time, and of these, 35 were engaged in sales
activities and 50 in administrative, production and marketing activities. We
believe that our relationship with our employees is good.
Item
1A. Risk Factors.
You should carefully consider these
risk factors before you decide to purchase or sell shares of our common stock.
These factors could cause our future results to differ materially from those
expressed or implied in forward-looking statements made by us. The trading price
of our common stock could decline due to any of these risks, and you may lose
all or part of your investment.
Our
business could be adversely affected by a prolonged downturn or recession in the
United States, Europe or other countries in which we conduct
business.
A prolonged economic downturn or
recession in the United States, Europe or any of the other countries in which we
do significant business could materially and adversely affect our business,
financial condition and results of operations. In particular, such a downturn or
recession could adversely impact (i) the level of spending by our ultimate
consumers, (ii) our ability to collect accounts receivable on a timely
basis from certain customers, (iii) our ability of certain suppliers to
fill our orders for raw materials, packaging or co-packed finished goods on a
timely basis, and (iv) the mix of our product sales.
Consumers
may reduce discretionary purchases of our products as a result of a general
economic downturn.
We
believe that the high degree of global economic uncertainty is expected to
continue to have a negative effect on consumer confidence, demand and
spending. In addition, we believe that consumer spending on beauty
products is influenced by general economic conditions and the availability of
discretionary income. Accordingly, we may experience sustained periods of
declines in sales during periods of economic downturn as it may affect
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.
Uncertainties
and continued deterioration in global credit markets could negatively impact
suppliers, customers and consumers, which could have an adverse impact on our
business as a whole.
Uncertainties and continued
deterioration in
the global credit markets could negatively impact our suppliers, customers and
consumers which, in turn, could have an adverse impact on our business. While,
thus far, uncertainties in global credit markets have not significantly affected
our access to credit due to our strong credit rating, a further deterioration in
global financial markets could make future financing difficult or more
expensive. Such lack of credit or lack of credit on favorable terms could have a
material adverse effect on our business, financial condition and operating
results.
If
our intangible assets, such as trademarks and goodwill, become impaired we may
be required to record a significant non-cash charge to earnings which would
negatively impact our results of operations.
Under United States generally accepted
accounting principles, we review our intangible assets, including our trademarks
licenses and goodwill, for impairment annually in the fourth quarter of each
fiscal year, or more frequently if events or changes in circumstances indicate
the carrying value of our intangible assets may not be fully recoverable. The
carrying value of our intangible assets may not be recoverable due to factors
such as reduced estimates of future cash flows, including those associated with
the specific brands to which intangibles relate, or slower growth rates in our
industry. Estimates of future cash flows are based on a long-term financial
outlook of our operations and the specific brands to which the intangible assets
relate. However, actual performance in the near-term or long-term could be
materially different from these forecasts, which could impact future estimates
and the recorded value of the intangibles. Any significant impairment to our
intangible assets would result in a significant charge to earnings in our
financial statements during the period in which the impairment is determined to
exist.
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 57%,
56% and 54% of net sales for the years ended December 31, 2009, 2008 and
2007, 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,
2011 to buy back the license at its then fair market value. Further, this
license provides for 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 loss of this license
will have a material adverse effect on us.
We
are dependent upon the continuation and renewal of various licenses and other
agreements for a significant portion of our sales, and the loss of one or more
licenses or agreements could have a material adverse effect on us.
All of
our rights relating to prestige fragrance brands, other than Lanvin, as well as
all of our specialty retail brands, are derived from licenses or other
agreements from unaffiliated third parties and our business is dependent upon
the continuation and renewal of such licenses and other agreements on terms
favorable to us. Each license or agreement is for a specific term and may have
additional optional terms. 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.
Other agreements are generally subject to meeting minimum sales requirements.
Just as the loss of a license or other significant agreement may have a material
adverse effect on us, a renewal on less favorable terms may also negatively
impact us.
If
we are unable to protect our intellectual property rights, specifically
trademarks and brand names, our ability to compete could be negatively
impacted.
The
market for our products depends to a significant extent upon the value
associated with trademarks and brand names that we license, use or own. We 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 the brand names we
license, use or own are registered in the United States and in certain foreign
countries in which we operate, we may not be successful in asserting trademark
or brand name protection. In addition, the laws of certain foreign countries may
not protect our intellectual property rights to the same extent as the laws of
the United States. The costs required to protect our trademarks and brand names
may be substantial.
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 primarily sell products directly to Gap and Banana
Republic stores, New York & Company stores, Brooks Brother stores and bebe
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’s 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.
We
are dependent upon specialty retailers to sell products that we develop for
their retail stores.
We have
agreements in place for Gap and Banana Republic brands, New York & Company
brand, Brooks Brothers brand and bebe brand. We are responsible for product
development, formula creation, packaging and manufacturing under all of those
brands. We also recently developed and commenced supplying fragrances
exclusively for Anthropologie stores, catalog and its internet business on an as
needed and when ordered basis. Gap and Banana Republic, both leading
international specialty retailers offering clothing, accessories and personal
care products for men, women, children and infants, New York & Company,
Retail Brand Alliance (for Brooks Brothers), bebe Stores, Inc. and
Anthropologie, a unit of Urban Outfitters, Inc. (NASDAQ:URBN), which is an
innovative specialty retail company which offers a variety of lifestyle
merchandise to highly defined customer niches, are each responsible for
marketing and selling fragrance and fragrance related products we produced in
their respective stores. If the sales and marketing efforts of those specialty
retailers are not successful for the products that we have developed, then such
unsuccessful sales and marketing efforts could have a material adverse effect on
our operating results.
If
we are unable to acquire or license additional brands, or obtain the required
financing for these agreements and arrangements, then the growth of our business
could be impaired.
Our
future expansion through acquisitions or new product distribution arrangements,
if any, will depend upon the capital resources and working capital available to
us. Further, in view of the global banking crisis, we may be unable to obtain
financing or credit that we may require for additional licenses, acquisitions or
other transactions. We may be unsuccessful in identifying, negotiating,
financing and consummating such acquisitions or arrangements on terms acceptable
to us, or at all, which could hinder our ability to increase revenues and build
our business.
We
may engage in future acquisitions that we may not be able to successfully
integrate or manage. These acquisitions may dilute our stockholders and cause us
to incur debt and assume contingent liabilities.
We
continuously review acquisition prospects that would complement our current
product offerings, increase our size and geographic scope of operations or
otherwise offer growth and operating efficiency opportunities. The financing, if
available, for any of these acquisitions could significantly dilute our
stockholders and/or result in an increase in our indebtedness. We may acquire or
make investments in businesses or products in the future, and such acquisitions
may entail numerous integration risks and impose costs on us,
including:
|
·
|
difficulties
in assimilating acquired operations or products, including the loss of key
employees from acquired businesses;
|
|
·
|
diversion
of management’s attention from our core
business;
|
|
·
|
adverse
effects on existing business relationships with suppliers and
customers;
|
|
·
|
risks
of entering markets in which we have no or limited prior
experience;
|
|
·
|
dilutive
issuances of equity securities;
|
|
·
|
incurrence
of substantial debt;
|
|
·
|
assumption
of contingent liabilities;
|
|
·
|
incurrence
of significant amortization expenses related to intangible assets and the
potential impairment of acquired assets;
and
|
|
·
|
incurrence
of significant immediate
write-offs.
|
Our
failure to successfully complete the integration of any acquired business could
have a material adverse effect on our business, financial condition and
operating results.
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 ($22.0 million). 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. However, we
have little or no control over third party distributors and the failure of such
third parties to provide services on a timely basis could have a material
adverse effect on our business, financial condition and operating
results. In addition, if we replace existing third party distributors
with new third party distributors or with our own distribution arrangements,
then transition issues could have a material adverse effect on our business,
financial condition and operating results.
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, weather conditions, or 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
substantial portion of our European operations’ net sales (approximately 35% in
2009) 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 operating
results.
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.
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.
Item
2. Properties
United States Operations
|
|
Use
|
|
Location
|
|
Approximate
Size
|
|
Term Expires
|
|
Other Information
|
Office
Space-corporate headquarters and United States operations
|
|
551
Fifth Avenue, New York, NY.
|
|
11,000
square feet
|
|
February
28, 2013
|
|
|
|
|
|
|
|
|
|
|
|
Distribution
center
|
|
60
Stults Road
Dayton,
NJ
|
|
140,000
square feet
|
|
October
31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
Men’s
Spa
|
|
Unit
C2, 300 West 14th Street, New York, N.Y.
|
|
4,500
square feet
|
|
October
31, 2014
|
|
|
European
Operations
|
|
Use
|
|
Location
|
|
Approximate
Size
|
|
Term
Expires
|
|
Other
Information
|
Office
Space-Paris corporate headquarters and European operations
|
|
4 Rond
Point Des Champs Elysees
Ground
and 1st Fl. Paris, France
|
|
571
square meters
|
|
March
2013
|
|
Lessee
has early termination right every 3 years on 6 months
notice
|
|
|
|
|
|
|
|
|
|
Office
Space-Paris corporate headquarters and European operations
|
|
4 Rond
Point Des Champs Elysees
4th
Fl.
Paris,
France
|
|
540
square meters
|
|
June
2014
|
|
Lessee
has early termination right every 3 years on 6 months
notice
|
|
|
|
|
|
|
|
|
|
Office
Space-Paris corporate headquarters and European operations
|
|
4 Rond
Point Des Champs Elysees
5th
Fl- left
Paris,
France
|
|
155
square meters
|
|
March
2013
|
|
Lessee
has early termination right on 3 months notice
|
|
|
|
|
|
|
|
|
|
Office
Space-Paris corporate headquarters and European operations
|
|
4 Rond
Point Des Champs Elysees
6th
Fl-Right
Paris,
France
|
|
157
square meters
|
|
March
2013
|
|
Lessee
has early termination right every 3 years on 6 months
notice
|
|
|
|
|
|
|
|
|
|
Office
Space-Paris corporate headquarters and European operations
|
|
4 Rond
Point Des Champs Elysees
2nd
Fl
Paris,
France
|
|
544
square meters
|
|
September
2017
|
|
Lessee
has early termination right every 3 years on 6 months
notice
|
|
|
|
|
|
|
|
|
|
Office
Space-Paris corporate headquarters and European operations
|
|
4 Rond
Point Des Champs Elysees
6th
Fl
Paris,
France
|
|
60
square meters
|
|
September
2017
|
|
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
|
|
June
2011
|
|
Lessee
has early termination right every 3 years on 6 months
notice
|
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 are 2.9 million euro in 2010 and 2.3 million euro in
2011.
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.
PART
II
Item 4. 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
2009
|
|
High
Closing Price
|
|
Low
Closing Price
|
|
|
|
|
|
Fourth
Quarter
|
|
13.48
|
|
10.47
|
|
|
|
|
|
Third
Quarter
|
|
12.69
|
|
6.88
|
|
|
|
|
|
Second
Quarter
|
|
9.42
|
|
5.27
|
|
|
|
|
|
First
Quarter
|
|
8.59
|
|
3.50
|
Fiscal
2008
|
|
High
Closing Price
|
|
Low
Closing Price
|
|
|
|
|
|
Fourth
Quarter
|
|
13.88
|
|
5.04
|
|
|
|
|
|
Third
Quarter
|
|
17.08
|
|
12.12
|
|
|
|
|
|
Second
Quarter
|
|
19.96
|
|
14.00
|
|
|
|
|
|
First
Quarter
|
|
14.92
|
|
9.03
|
As of
February 18, 2010 the number of record holders, which include brokers and
broker's nominees, etc., of our common stock was
54. We believe there are approximately 1,900 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.
Below is the list of the data points
for each year that corresponds to the lines on the above
graph.
|
|
|
12/04 |
|
|
|
12/05 |
|
|
|
12/06 |
|
|
|
12/07 |
|
|
|
12/08 |
|
|
|
12/09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inter
Parfums, Inc.
|
|
|
100.00 |
|
|
|
113.99 |
|
|
|
122.82 |
|
|
|
116.07 |
|
|
|
75.31 |
|
|
|
121.25 |
|
NASDAQ
Composite
|
|
|
100.00 |
|
|
|
101.41 |
|
|
|
114.05 |
|
|
|
123.94 |
|
|
|
73.43 |
|
|
|
105.89 |
|
Peer
Group
|
|
|
100.00 |
|
|
|
101.55 |
|
|
|
116.27 |
|
|
|
134.26 |
|
|
|
112.60 |
|
|
|
123.31 |
|
Dividends
In December 2007 and again in December
2008, our board of directors authorized the continuation of our cash dividend of
$.133 per share per annum, payable $.033 on a quarterly basis. In January 2010,
our board of directors authorized a 97% increase in the Company’s quarterly cash
dividend to $.065 per share, which brings the annual cash dividend to $.26 per
share. The first cash dividend for 2010 of $.065 per share is payable on
April 15, 2010 to shareholders of record on March 31, 2010.
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
December 2009, both the Chief Executive Officer and the President each exercised
75,000 outstanding stock options of the Company’s common stock. The aggregate
exercise prices of $1.5 million were paid by them tendering to the Company an
aggregate of 129,984 shares 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 2,503
shares for payment of certain withholding taxes resulting from his option
exercises. This transaction was exempt from the registration requirements of
Section 5 of the Securities Act under Sections 4(2) and 4(6) of the Securities
Act. Both the Chief Executive Officer and the President agreed that upon
exercise of their options, they would purchase their common stock for investment
and not for resale to the public.
On
February 1, 2010, we granted options to purchase an aggregate of 4,000 shares
for a five-year period at the exercise price of $13.345 per share, the fair
market value on the date of grant, to 5 of our non-employee directors, who are
all deemed our affiliates, under our 2004 Non-Employee Director Stock Option
Plan. Such options vest 25% each year over a 4 year period on a cumulative
basis. This transaction was 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.
Repurchases
of Our Common Stock
Except as set forth above with respect
to the tendering of shares by our Chief Executive Office and President for the
payment of the exercise price and taxes, we did not repurchased any of our
Common Stock during the fourth quarter of 2009.
Item
5. 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.
|
|
|
|
(In
thousands except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
statement data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
sales
|
|
$ |
409,464 |
|
|
$ |
446,124 |
|
|
$ |
389,560 |
|
|
$ |
321,054 |
|
|
$ |
273,533 |
|
Cost
of sales
|
|
|
175,296 |
|
|
|
191,915 |
|
|
|
160,137 |
|
|
|
143,855 |
|
|
|
115,827 |
|
Selling,
general and administrative expense
|
|
|
187,690 |
|
|
|
202,264 |
|
|
|
181,224 |
|
|
|
141,074 |
|
|
|
126,353 |
|
Operating
income
|
|
|
44,801 |
|
|
|
51,009 |
|
|
|
47,331 |
|
|
|
36,125 |
|
|
|
31,353 |
|
Income
before taxes
|
|
|
46,348 |
|
|
|
46,434 |
|
|
|
47,276 |
|
|
|
37,135 |
|
|
|
31,724 |
|
Net
income attributable to the noncontrolling interest
|
|
|
7,791 |
|
|
|
6,357 |
|
|
|
6,784 |
|
|
|
6,192 |
|
|
|
5,328 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income attributable to Inter Parfums, Inc.
|
|
|
22,367 |
|
|
|
23,765 |
|
|
|
23,817 |
|
|
|
17,742 |
|
|
|
15,263 |
|
Net
income attributable to Inter Parfums, Inc. common shareholders’ per
share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
.
74 |
|
|
$ |
.
78 |
|
|
$ |
.78 |
|
|
$ |
.58 |
|
|
$ |
.51 |
|
Diluted
|
|
$ |
.74 |
|
|
$ |
.77 |
|
|
$ |
.76 |
|
|
$ |
.58 |
|
|
$ |
.50 |
|
Average
common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
30,100 |
|
|
|
30,621 |
|
|
|
30,666 |
|
|
|
30,486 |
|
|
|
30,117 |
|
Diluted
|
|
|
30,121 |
|
|
|
30,778 |
|
|
|
31,004 |
|
|
|
30,853 |
|
|
|
30,731 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
and amortization
|
|
$ |
10,963 |
|
|
$ |
9,925 |
|
|
$ |
8,031 |
|
|
$ |
5,347 |
|
|
$ |
4,513 |
|
|
|
|
|
(In
thousands except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
sheet and other data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$ |
100,467 |
|
|
$ |
42,404 |
|
|
$ |
90,034 |
|
|
$ |
71,047 |
|
|
$ |
59,532 |
|
Working
capital
|
|
|
197,663 |
|
|
|
174,126 |
|
|
|
178,560 |
|
|
|
138,547 |
|
|
|
131,084 |
|
Total
assets
|
|
|
419,088 |
|
|
|
425,137 |
|
|
|
446,052 |
|
|
|
333,045 |
|
|
|
240,910 |
|
Short-term
bank debt
|
|
|
5,021 |
|
|
|
13,981 |
|
|
|
7,217 |
|
|
|
6,033 |
|
|
|
989 |
|
Long-term
debt (including current portion)
|
|
|
29,594 |
|
|
|
41,043 |
|
|
|
59,733 |
|
|
|
10,769 |
|
|
|
13,212 |
|
Inter
Parfums, Inc. shareholders’ equity
|
|
|
228,724 |
|
|
|
204,201 |
|
|
|
192,660 |
|
|
|
155,272 |
|
|
|
127,727 |
|
Dividends
declared per share
|
|
$ |
0.133 |
|
|
$ |
0.133 |
|
|
$ |
0.133 |
|
|
$ |
0.107 |
|
|
$ |
0.107 |
|
Item
6.
|
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 75% owned subsidiary in Paris, Inter Parfums, S.A., which is also a
publicly traded company as 25% 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 88% and
87% of net sales in 2009 and 2008, respectively. We have built a
portfolio of brands, which include Burberry, Lanvin, Van Cleef & Arpels,
Jimmy Choo, Montblanc, Paul Smith, S.T. Dupont and Nickel whose products are
distributed in over 120 countries around the world. Burberry is our most
significant license, as sales of Burberry products represented 57%, 56% and 54%
of net sales for the years ended December 31, 2009, 2008 and 2007,
respectively. In addition, sales of our Lanvin brand products represented 14%,
13% and 12% of net sales for the years ended December 31, 2009, 2008 and
2007, respectively.
In
September 2009, by mutual consent as a result of unsatisfactory commercial
development, we agreed to an early termination of our license agreement with
Quiksilver. The termination will take effect on June 30, 2010 and is not
expected to have any material effect on our consolidated financial
statements.
Our
specialty retail and mass-market fragrance and fragrance related products are
marketed through our United States operations and represented 12% and 13% of
sales in 2009 and 2008, respectively. 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, bebe and Jordache
trademarks.
Historically,
seasonality has not been a major factor for our company. However, with the
commencement of operations in 2007 of our four majority-owned European
distribution subsidiaries and the introduction of our specialty retail product
lines, sales have become more concentrated in the second half of the
year.
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 introduction of new products and supporting new and
established products through advertising, merchandising and sampling as well as
phasing out existing products that no longer meet the needs of our
consumers. The economics of developing, producing, launching and supporting
products influence our sales and operating performance each year. Our
introduction of new products may have some cannibalizing effect on sales of
existing products, which we take into account in our business
planning.
Our
business is not capital intensive, and it is important to note that we do not
own manufacturing facilities. We act as a general contractor and source our
needed components from our suppliers. These components are received at one of
our distribution centers and then, based upon production needs, the components
are sent to one of several third party fillers which manufacture the finished
good for us and ship it back to our distribution center.
As with
any business, many aspects of our operations are subject to influences outside
our control. These factors include the effect of the current global
economic recession and therefore the potential for further deterioration in
consumer spending and consumer debt levels. The recent economic challenges and
uncertainties in a number of countries where we do business, including the
United States, have impacted our business. This global economic recession
has negatively affected consumer demand, which is having an adverse impact on
our distributors and our retail customers. These events have led distributors
and retailers to carry less inventory than usual and have resulted in changes in
their ordering patterns for the products that we sell. Although some signs
of a recovery have become apparent with improving sales trends in the second
half of 2009, the impact of this financial crisis was challenging for us in 2009
and is expected to continue to be challenging for us in 2010.
We have
reviewed our plans and have taken actions to mitigate the impact of these
conditions. We have adjusted, and we continue to adjust our advertising and
promotional budgets to align our spending with anticipated sales. In addition,
we have implemented cost saving initiatives to right size our staff in an effort
to maintain long-term profitable growth. As part of our strategy, we plan
to continue to make investments behind fast-growing markets and channels to grow
market share. While our business strategies are designed to strengthen our
Company over the long-term, we believe the uncertainty about future market
conditions, consumer spending patterns and the financial strength of some of our
customers could negatively affect our net sales and operating
results.
In
addition, our reported net sales are impacted by changes in foreign currency
exchange rates. If the current exchange rates persist or the U.S. dollar
continues to strengthen, there will be an adverse impact on our net sales in
2010. However, earnings are less affected by a strengthening dollar because in
excess of 30 percent of net sales of our European operations are denominated in
U.S. dollars, while all costs of our European operations are incurred in euro.
Our Company addresses certain financial exposures through a controlled program
of risk management that includes the use of derivative financial
instruments. We primarily enter into foreign currency forward exchange
contracts to reduce the effects of fluctuating foreign currency exchange
rates.
Recent
Important Events
Gap
and Banana Republic
Although
the initial term of our agreement with The Gap, Inc. covering the Gap and Banana
Republic brands in the United States and Canada expired on August 31, 2009, we
had entered into a series of short-term extension agreements to continue the
relationship as it previously existed while we were in discussions with The Gap,
Inc. for a formal extension of the agreement. In March 2010, we signed a new
specialty retail agreement with The Gap, Inc. covering the Gap and Banana
Republic brands in the United States and Canada., with terms and conditions
similar to those of the original agreement. This new agreement expires December
31, 2011.
Montblanc
In
January 2010, we announced that we had entered into an exclusive worldwide
license agreement with Montblanc International GMBH to create, produce and
distribute perfumes and ancillary products under the Montblanc brand. Our rights
under such license agreement, which takes effect on July 1, 2010 and runs
through 2020, are subject to certain minimum sales, advertising expenditures and
royalty payments as are customary in our industry. We also agreed to pay an
upfront entry fee of €1 million (approximately $1.4 million) for this license,
and to purchase the inventory of the current licensee, which is anticipated to
be approximately €4 million (approximately $5.7 million).
Jimmy
Choo
In
October 2009, we entered into an exclusive worldwide license agreement with J
Choo Limited for the creation, development and distribution of fragrances under
the Jimmy Choo brand. Our rights under such license agreement, which runs
through 2022, are subject to certain minimum sales, advertising expenditures and
royalty payments as are customary in our industry. Plans call for our first
Jimmy Choo fragrance launch in early 2011.
bebe
Stores, Inc.
In July
2008, we entered into an exclusive six year worldwide agreement with bebe
Stores, Inc. under which we design, manufacture and supply fragrance, bath and
body products and color cosmetics for company-owned bebe stores in the United
States and Canada as well as select specialty and department stores
worldwide.
Gap
and Banana Republic International
In April
2008, we expanded our relationship with Gap Inc. with the signing of a licensing
agreement for international distribution of personal care products through Gap
and Banana Republic stores as well as select specialty and department stores
outside the United States, including duty-free and other travel related
retailers. The agreement is effective through December 31, 2011.
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
judgments used by management in applying critical accounting policies could
be affected by a further and prolonged general deterioration in the economic
environment, which could negatively influence future financial results and
availability of continued financing. Specifically, subsequent evaluations of our
accounts receivables, inventories, and deferred tax assets in light of the
factors then prevailing, could result in significant changes in our allowance
and reserve accounts in future periods, which in turn could generate significant
additional charges. Similarly, the valuation of certain intangible assets could
be negatively impacted by prolonged and severely depressed market conditions
thus leading to the recognition of impairment losses. The following is a brief
discussion of the more critical accounting policies that we employ.
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 euro 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 our Company incurs for
performance-based arrangements, shelf replacement costs and slotting fees are
netted against revenues on our 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.
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.
We
evaluate goodwill and indefinite-lived intangible assets for impairment at least
annually during the fourth quarter, or more frequently when events occur or
circumstances change, such as an unexpected decline in sales, that would more
likely than not (i) reduce the fair value of the reporting unit below its fair
value or (ii) indicate that the carrying value of an indefinite-lived intangible
asset may not be recoverable. Impairment of goodwill is evaluated
using a two step process. The first step involves a comparison of the estimated
fair value of the reporting unit to the carrying value of that unit. If the
carrying value of the reporting unit exceeds the fair value of the reporting
unit, the second step of the process involves comparison of the implied fair
value of goodwill (based on industry purchase and sale transaction data) with
its carrying value. If the carrying value of the reporting unit’s goodwill
exceeds the implied fair value of that goodwill, an impairment loss is
recognized as an amount equal to the excess. For indefinite-lived intangible
assets, the evaluation requires a comparison of the estimated fair value of the
asset to the carrying value of the asset. If the carrying value of an
indefinite-lived intangible asset exceeds its fair value, impairment is
recorded.
Goodwill
relates to our Nickel skin care business, which is primarily a component of our
European operations. Testing goodwill for impairment requires us to estimate the
fair value of the reporting unit using significant estimates and assumptions.
The assumptions we make will impact the outcome and ultimate results of the
testing. In making our assumptions and estimates, we use industry accepted
valuation models and set criteria that are reviewed and approved by management
and, in certain instances, we engage third party valuation specialists to advise
us. The first step of our goodwill impairment evaluation has given rise to
potential impairment indicators and, as a result of continued sales declines, we
have been testing for impairment of goodwill on a quarterly basis. We have
determined that we may be inclined to sell the Nickel business within the next
few years. Therefore, as of December 31, 2009, we have measured fair value of
goodwill to be equal to the average amount offered by several potential
purchasers of the Nickel business. As a result, the carrying amount of the
goodwill exceeded its implied fair value resulting in an impairment loss of $1.7
million in 2009. We expect Nickel brand sales to remain steady over the next few
years as the result of new product launches in combination with an expected
economic recovery. In estimating future sales, we use our internal budgets
developed from recent sales data for existing products and planned timing of new
product launches. If sales for the reporting unit decreased 10% we could incur
an additional goodwill impairment charge of $0.5 million.
To
determine fair value of indefinite-lived intangible assets, we use an income
approach, including the relief-from-royalty method. This method assumes that, in
lieu of ownership, a third party would be willing to pay a royalty in order to
obtain the rights to use the comparable asset. The relief-from-royalty
calculations require us to make a number of assumptions and estimates concerning
future sales levels, market royalty rates, future tax rates and discount rates.
We use this method to determine if an impairment charge is required relating to
our Nickel brand trademarks. For the year ended December 31, 2009, an
impairment charge relating to the Nickel trademark in the amount of $0.54
million was recorded. We assumed a market royalty rate of 6% and a discount rate
of 7.8%. The following table presents the impact a change in the following
significant assumptions would have had on our impairment charge recognized for
the year ended December 31, 2009 assuming all other assumptions remained
constant:
In
thousands
|
|
|
|
|
Increase (decrease)
|
|
|
|
Change
|
|
|
to impairment charge
|
|
|
|
|
|
|
|
|
Weighted
average cost of capital
|
|
|
+10 |
% |
|
$ |
(246 |
) |
Weighted
average cost of capital
|
|
|
-10 |
% |
|
$ |
307 |
|
Future
sales levels
|
|
|
+10 |
% |
|
$ |
244 |
|
Future
sales levels
|
|
|
-10 |
% |
|
$ |
(244 |
) |
The fair
values used in our evaluations are also estimated based upon discounted future
cash flow projections using a weighted average cost of capital ranging from 8%
to 9.5%. The cash flow projections are based upon a number of assumptions,
including, future sales levels and future cost of goods and operating expense
levels, as well as economic conditions, changes to our business model or changes
in consumer acceptance of our products which are more subjective in nature. We
believe that the assumptions that we have made in projecting future cash flows
for the evaluations described above are reasonable and currently no impairment
indicators exist for our indefinite-lived assets other than the Nickel
trademarks referred to above. However, if future actual results do not meet our
expectations, we may be required to record an impairment charge, the amount of
which could be material to our results of operations.
Intangible
assets subject to amortization are evaluated for impairment testing whenever
events or changes in circumstances indicate that the carrying amount of an
amortizable intangible asset may not be recoverable. If impairment indicators
exist for an amortizable intangible asset, the undiscounted future cash flows
associated with the expected service potential of the asset are compared to the
carrying value of the asset. If our projection of undiscounted future cash flows
is in excess of the carrying value of the intangible asset, no impairment charge
is recorded. If our projection of undiscounted future cash flows is less than
the carrying value of the intangible asset, an impairment charge would be
recorded to reduce the intangible asset to its fair value. The cash flow
projections are based upon a number of assumptions, including future sales
levels and future cost of goods and operating expense levels, as well as
economic conditions, changes to our business model or changes in consumer
acceptance of our products which are more subjective in nature. We believe that
the assumptions we have made in projecting future cash flows for the evaluations
described above are reasonable and currently no impairment indicators exist for
our intangible assets subject to amortization. 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.
In
determining the useful life of our Lanvin brand names and trademarks, we applied
the provisions of ASC topic 350-30-35-3 (formerly paragraph 11 of SFAS 142,
Goodwill and Other Intangible Assets). The only factor that prevented us from
determining that the Lanvin brand names and trademarks were indefinite life
intangible assets was Item c. “Any legal, regulatory, or contractual provisions
that may limit the useful life”. The existence of a repurchase option in 2025
may limit the useful life of the Lanvin brand names and trademarks to the
company. However, this limitation would only take effect if the repurchase
option were to be exercised and the repurchase price was paid. If the repurchase
option is not exercised, then the Lanvin brand names and trademarks are expected
to continue to contribute directly to the future cash flows of our company and
their useful life would be considered to be indefinite.
With respect to the application of ASC
topic 350-30-35-8 (formerly paragraph 13 of SFAS 142), the Lanvin brand names
and trademarks would only have a finite life to our company if the repurchase
option were exercised, and in applying ASC topic 350-30-35-8 we assumed that the
repurchase option is exercised. When exercised, Lanvin has an obligation to pay
the exercise price and the Company would be required to convey the Lanvin brand
names and trademarks back to Lanvin. The exercise price to be received (Residual
Value) is well in excess of the carrying value of the Lanvin brand names and
trademarks, therefore no amortization is required.
Derivatives
We
account for derivative financial instruments in accordance with ASC topic 815
(formerly SFAS No. 133, “Accounting for Derivative Instruments and Hedging
Activities,” as amended), which establish accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. This topic also requires the
recognition of all derivative instruments as either assets or liabilities on the
balance sheet and that they are measured at fair value.
We
currently use derivative financial instruments to hedge certain anticipated
transactions and interest rates, as well as receivables denominated in foreign
currencies. We do not utilize derivatives for trading or speculative
purposes. Hedge effectiveness is documented, assessed and monitored by
employees who are qualified to make such assessments and monitor the
instruments. Variables that are external to us such as social, political
and economic risks may have an impact on our hedging program and the results
thereof.
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in
millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
European
based product sales
|
|
$ |
361.7 |
|
|
|
(6 |
)% |
|
$ |
386.4 |
|
|
|
17 |
% |
|
$ |
330.8 |
|
United
States based product sales
|
|
|
47.8 |
|
|
|
(20 |
)% |
|
|
59.7 |
|
|
|
1 |
% |
|
|
58.8 |
|
Total
net sales
|
|
$ |
409.5 |
|
|
|
(8 |
)% |
|
$ |
446.1 |
|
|
|
15 |
% |
|
$ |
389.6 |
|
Net sales
for the year ended December 31, 2009 decreased 8% to $409.5 million. For the
year ended December 31, 2008, net sales were up 15%. At comparable foreign
currency exchange rates, net sales declined 8% in 2009 and rose 12% in 2008.
While significant fluctuations in currency exchange rates were experienced
during the year in both 2008 and 2009, for each year as a whole the overall
impact was minimal.
European
based prestige product sales, which were up 17% in 2008, declined 6% in 2009.
Considering the challenges we faced in the first half of 2009, we are very
pleased with full year 2009 sales results. The global economic recession
negatively affected consumer demand, which had an adverse impact on our
distributors and our retail customers. These events have led distributors and
retailers to carry less inventory than usual and resulted in changes in their
ordering patterns for the products that we sell. Signs of a recovery
became apparent with improving sales trends beginning in the second half of
2009. This economic crisis was been challenging for us in 2009 and is expected
to continue to be challenging in 2010.
Despite
the economic climate, we maintained an active new product launch schedule
throughout 2009 for our European-based operations which began in January with
the global rollout of the men’s version of Burberry The Beat. Also during the
first quarter, we launched our Quiksilver signature fragrance for men. During
the second quarter of 2009 we introduced ST Dupont Rose, a fragrance for women
and a Lanvin L’Homme
Sport line, with tennis star, Rafael Nadal as its spokesperson. Paul
Smith Man debuted in
August and a limited edition, high-end women’s fragrance line for the Van Cleef
& Arpels brand called Collection Extraordinaire was
launched in September.
The bar
was set quite high in 2008 when sales by European-based operations were 17%
ahead of 2007 with much of the gain due to the rollout of Burberry The Beat for women. Burberry
fragrance, which drove sales growth with an increase of 18% in 2008, performed
in line with the rest of the group with a 6% sales decline in 2009. Lanvin, our
second largest prestige brand, has proven somewhat resilient to the economic
downturn in 2009 with sales of $56.7 million, virtually unchanged from 2008 in
dollars and up 4% in local currency. In 2008, Lanvin product sales were up 25%
aided by the launch of the Jeanne Lanvin
fragrance.
We began
operations pursuant to our exclusive, worldwide license with Van Cleef &
Arpels in January 2007. Sales of products under the Van Cleef & Arpels brand
aggregated $28.1 million, $30.9 million and $16.3 million in 2009, 2008 and
2007, respectively.
Notwithstanding
the challenging economic environment in many parts of the world, certain
territories continued to perform at satisfactory levels, notably, Western Europe
(up 1%), Asia (up 10%) and the Middle East (up 19%) all in local currency for
the year ended December 31, 2009, as compared to the prior year.
Our
current plans for 2010 include a sports fragrance for men and women and
cosmetics under the Burberry brand. We are committing capital to further grow
our largest brand, Burberry, in 2010, through the launch of a cosmetics line for
women in about 30 to 40 shops around the world. The Burberry cosmetics
collection will include 100 products for skin, lips and eyes. The launch of this
cosmetics line will require a significant investment in the first year to
develop the product, build cosmetic counters, hire and train personnel, and is
expected to affect 2010 net income attributable to Inter Parfums, Inc. by
approximately $1.5 million or approximately $0.05 per diluted share. We
believe that this is an essential step which will take Burberry to the next
level of growth.
In
addition, we are creating a new women’s scent for Lanvin, and Paul Smith and
men’s and women’s scents for Van Cleef & Arpels.
With
respect to our United States specialty retail and mass market products, net
sales declined 20% in 2009 after increasing 1% in 2008 and 15% in 2007. In 2008,
we expanded our relationship with Gap Inc. with the signing of a license
agreement for international distribution of personal care products through Gap
and Banana Republic stores as well as select specialty and department stores
outside the United States. In early 2008, United States specialty retail product
sales were climbing as a steady domestic business combined with a new and
vibrant international business to drive sales growth. However, beginning in the
fourth quarter of 2008, United States specialty retail product sales came under
pressure and our United States operations continued to feel the effects of the
global economic recession throughout most of 2009.
As
discussed in previous filings, management reported that new product launches
together with existing distribution would stem the sales decline for our U.S.
operations, and that was most certainly the case as we moved to the latter half
of 2009. In April 2009, Close, a new Gap fragrance
was launched at approximately 550 Gap stores and roughly 175 Gap Body stores
nationwide. International distribution began in September, including an excusive
launch at 240 Sephora doors in Europe. Total international
distribution is expected to reach approximately 5,000 doors by the end of 2011.
In August 2009, new fragrances, Republic of Men and Republic of Women, were
launched at Banana Republic stores in North America with international
distribution following shortly thereafter. For 2010, two new Gap scents are in
the works along with additional ancillary products and holiday gift
sets.
In
November 2008, we shipped the Brooks Brothers New York collection for men
and women to Brooks Brothers U.S. stores. In addition, a new Brooks Brothers
fragrance called Black
Fleece, launched in the fall of 2009. International distribution is being
readied for 2010. Also in 2010, several new fragrance categories are in the
pipeline. Our signature bebe fragrance was unveiled at 212 bebe stores in the
U.S. in August 2009, and over 300 Dillards stores in September 2009. Worldwide
distribution began late in the third quarter of 2009. In 2010, bebe Sheer, a new women’s scent is
planned along with several color cosmetic products and holiday gift sets. We
also introduced a new fragrance for New York & Company during the fourth
quarter of 2009.
Sales of
mass market fragrance products have been in a decline for several years. We have
no plans to discontinue sales to this market which aggregated approximately $17
million, $21 million and $24 million in 2009, 2008 and 2007,
respectively.
In
addition, we are actively pursuing other new business opportunities. However, we
cannot assure that any new licenses, acquisitions or specialty retail agreements
will be consummated.
Gross
Profit Margins
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in
millions)
|
|
|
|
|
|
Net
sales
|
|
$ |
409.5 |
|
|
$ |
446.1 |
|
|
$ |
389.6 |
|
Cost
of sales
|
|
|
175.3 |
|
|
|
191.9 |
|
|
|
160.2 |
|
Gross
margin
|
|
$ |
234.2 |
|
|
$ |
254.2 |
|
|
$ |
229.4 |
|
Gross
margin as a percent of net sales
|
|
|
57 |
% |
|
|
57 |
% |
|
|
59 |
% |
As a
percentage of sales, gross profit margins were 57% in both 2009 and 2008 and 59%
in 2007. For the year ended December 31, 2009, gross margin included a benefit
of approximately 94 basis points as a result of cash flow hedging activities
entered into in late 2008 to take advantage of the effect a strong U.S. dollar
relative to the euro has on our European based product sales to United States
customers. Sales to these customers are denominated in dollars while our costs
are incurred in euro.
Additional
fluctuations in gross margin results from product sales mix within individual
lines of Company products. 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. Fluctuations in sales product mix between our European
operations and our United States operations had small positive effects on the
gross margin percentage in both 2009 and 2008 as sales from United States
operations continued to represent a smaller portion of consolidated
sales.
The
decline in gross margin as a percentage of sales in 2008 primarily reflects the
effect the decline in the value of the US dollar against the euro has on our
European based product sales to United States customers. As mentioned above,
sales to these customers are denominated in dollars while our costs are incurred
in euro.
Generally,
we do not bill customers for shipping and handling costs and such costs, which
aggregated $5.0 million in 2009 and $6.2 million in both 2008 and 2007 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 Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in
millions)
|
|
|
|
|
|
Selling,
general & administrative expenses
|
|
$ |
187.7 |
|
|
$ |
202.3 |
|
|
$ |
181.2 |
|
Selling,
general & administrative expenses as a percent of net
sales
|
|
|
46 |
% |
|
|
45 |
% |
|
|
47 |
% |
Selling,
general and administrative expenses decreased 7% for the year ended
December 31, 2009, as compared to 2008 and increased 12% for the year ended
December 31, 2008, as compared to 2007. As a percentage of sales selling,
general and administrative expenses was 46%, 45% and 47% for the years ended
December 31, 2009, 2008 and 2007, respectively.
Two major
components of selling, general and administrative expenses are promotion and
advertising expenditures and royalty expense. Promotion and advertising
aggregated $55.8 million, $65.8 million and $58.5 million for the years ended
December 31, 2009, 2008 and 2007, respectively. Promotion and advertising
as a percentage of sales represented 13.6%, 14.7% and 15.0% of net sales for the
years ended December 31, 2009, 2008 and 2007, respectively. Advertising
expenditures in 2008 were high in support of the launch of Burberry The Beat for women. As we
anticipated lower sales volume in 2009 as compared to 2008, advertising
expenditures were curtailed. Royalty expense aggregated $35.5 million, $37.3
million and $35.6 million for the years ended December 31, 2009, 2008 and 2007,
respectively.
Selling,
general and administrative expenses also include servicing fees related to the
operations of our majority-owned European distribution subsidiaries which
aggregated approximately $13 million in both 2009 and 2008 and $12 million in
2007.
We review
goodwill 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. The first step of our goodwill impairment
evaluation has given rise to potential impairment indicators and, as a result of
continued sales declines, we have been testing for impairment of goodwill on a
quarterly basis. As of December 31, 2009, we have measured fair value of
goodwill to be equal to the average amount offered by several potential
purchasers of the Nickel brand. As a result, the carrying amount of the goodwill
exceeded fair value resulting in an additional impairment
loss. Goodwill impairment losses aggregated $1.7 million in 2009 and
$0.9 million in both 2008 and 2007. Accumulated impairment losses relating to
goodwill aggregated $3.5 million as of December 31, 2009.
Income
from operations decreased 12% to $44.8 million in 2009 and income from
operations increased 8% to $51.0 million, as compared to $47.3 million in 2007.
Operating margins aggregated 10.9%, 11.4% and 12.1% for the years ended December
31, 2009, 2008 and 2007, respectively.
Interest
expense aggregated $2.6 million, $4.9 million and $3.7 million for the years
ended December 31, 2009, 2008 and 2007, 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. Loans payable – banks and long-term debt
including current maturities aggregated $34.6 million as of December 31, 2009,
as compared to $55.0 million as of December 31, 2008. In addition, due to the
changes in fair value of interest rate swaps, interest expense for the year
ended December 31, 2008 includes a charge of $0.9 million, as compared to a
small benefit ($0.08 million) recorded for the year ended December 31,
2009.
Foreign
currency gains or (losses) aggregated $3.2 million, ($1.4) million and ($0.2)
million for the years ended December 31, 2009, 2008 and 2007, respectively. We
enter into foreign currency forward exchange contracts to manage exposure
related to certain foreign currency commitments. As a result of the dramatic
strengthening of the U.S. dollar during our fourth quarter ended December 31,
2008, we entered into foreign currency forward exchange contracts to hedge
approximately 80% of our 2009 sales expected to be invoiced in U.S. dollars. As
a result, we recorded a gain of $3.5 million in 2009 and a (loss) of ($0.8)
million in 2008, including amounts reclassified from Other Comprehensive Income
into earnings relating to these contracts.
Our
effective income tax rate was 34.9%, 35.1% and 35.5% for the years ended
December 31, 2009, 2008 and 2007, 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.
Our foreign tax rate has declined slightly over the past two years as a result
of the 2008 formation of IP Suisse, who receives a favorable tax rate on a
portion of Inter Parfums, S.A. taxable income. In 2008 and 2007, valuation
allowances of $0.8 million and $0.2 million, respectively, have 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. In 2008, one of
those foreign subsidiaries, Nickel S.A. was merged into Inter Parfums, S.A. As a
result of the merger we recognized the utilization of certain foreign operating
loss carryforwards for which valuation allowances had previously been recorded.
As a result, the 2008 tax provision has been reduced by a benefit of
approximately $0.7 million.
We did
not experience any significant
changes in tax rates, and none were expected in jurisdictions where we
operate.
Net
Income and Earnings per Share
|
|
Year
ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In
thousands except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
$ |
30,158 |
|
|
$ |
30,122 |
|
|
$ |
30,601 |
|
Less:
Net income attributable to the noncontrolling interest
|
|
|
7,791 |
|
|
|
6,357 |
|
|
|
6,784 |
|
Net
income attributable to Inter Parfums, Inc.
|
|
$ |
22,367 |
|
|
$ |
23,765 |
|
|
$ |
23,817 |
|
Net
income attributable to Inter Parfums, Inc. common
shareholders’:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
0.74 |
|
|
$ |
0.78 |
|
|
$ |
0.78 |
|
Diluted
|
|
|
0.74 |
|
|
|
0.77 |
|
|
|
0.76 |
|
Weighted
average number of shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
30,099,998
|
|
|
|
30,621,070 |
|
|
|
30,666,141 |
|
Diluted
|
|
|
30,121,077
|
|
|
|
30,777,985 |
|
|
|
31,004,299 |
|
Net
income was virtually unchanged in 2009 aggregating $30.2 million, as compared to
$30.1 million in 2008. Net income decreased 2% to $30.1 million in 2008, as
compared to $30.6 million in 2007.
Net
income attributable to the noncontrolling interest aggregated 25.8%, 21.1% and
22.2% of net income in 2009, 2008 and 2009, respectively. In 2008 and 2007,
losses from our 51% owned European distribution subsidiaries offset profits from
our other 75% owned European subsidiaries.
Net
income attributable to Inter Parfums, Inc. declined 6% to $22.4 million in 2009,
as compared to $23.8 million in 2008. In 2008, net income attributable to Inter
Parfums, Inc. was unchanged from 2007 aggregating $23.8 million in both years.
Net margins attributable to Inter Parfums, Inc. aggregated 5.5%, 5.3% and 6.1%
for the years ended December 31, 2009, 2008 and 2007, respectively.
Diluted
earnings per share aggregated $0.74, $0.77 and $0.76 in 2009, 2008 and 2007,
respectively. Weighted average shares outstanding aggregated 30.1 million, 30.6
million and 30.7 million for the years ended December 31, 2009, 2008 and 2007,
respectively. On a diluted basis, average shares outstanding were 30.1 million,
30.8 million and 31.0 million for the years ended December 31, 2009, 2008 and
2007, respectively. The decline in shares outstanding is primarily the result of
shares repurchased pursuant to board of directors authorizations.
Liquidity
and Capital Resources
Our
financial position remains strong. At December 31, 2009, working capital
aggregated $198 million and we had a working capital ratio of almost 2.9 to 1.
Cash and cash equivalents aggregated $100 million.
Cash
provided by (used-in) operating activities aggregated $84.6 million, ($6.4)
million and $38.5 million for the years ended December 31, 2009, 2008 and 2007,
respectively. Working capital items provided $43 million in cash from operations
in 2009 as compared to a use of $55 million in 2008. As of December 31,
2007 and continuing through December 31, 2008, we had a significant buildup of
inventory to support a very aggressive launch schedule including Burberry The Beat and new fragrance
families for each of Lanvin, Van Cleef & Arpels, ST Dupont and Nickel. In
terms of cash flows, for the year ended December 31, 2009, inventories decreased
$40.6 million or 33%. The global economic crisis has resulted in lower sales
levels, especially in the first half of 2009. Our inventory levels have been
steadily declining throughout 2009 as we have made modifications to our sales
projections to take into account the difficult environment. In terms of cash
flow, accounts receivable decreased $21 million or 17% for the year ended
December 31, 2009, as we began to tighten extended payment terms offered to
certain international distributors in the early days of the global economic
recession. In addition, in the 2009 period, accounts payable and accrued
expenses decreased $19 million as our vendor obligations for the 2008 year end
inventory buildup became due.
Cash
flows used in investing activities in 2009 reflect payments of approximately
$5.5 million for capital items. Our business is not capital intensive as we do
not own any manufacturing facilities. We typically spend between $2.0 million
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 2010 are expected to be in the range
of $5.0 million to $5.5 million, considering our 2010 launch
schedule.
In
December 2007, we acquired an additional 1.2% interest in IPSA, our
majority-owned French subsidiary, from its noncontrolling shareholders for
approximately $6.3 million in cash. An additional 3.6% interest was acquired in
2008 for approximately $18.5 million in cash. The acquisition was accounted for
under the purchase method and brings our ownership interest in Inter Parfums,
S.A. to approximately 75%.
Our
short-term financing requirements are expected to be met by available cash on
hand at December 31, 2009, cash generated by operations and short-term credit
lines provided by domestic and foreign banks. The principal credit facilities
for 2010 consist of a $15.0 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. As of December
31, 2009, short-term borrowings aggregated $5.0 million.
In 2007,
we financed the acquisition of the worldwide rights to the Lanvin brand names
and international trademarks and the license for the Van Cleef & Arpels
brand and related trademarks by entering into five-year credit agreements. The
long-term credit facilities provides for principal and interest to be repaid in
20 quarterly installments. As of December 31, 2009, total long-term debt
including current maturities aggregated $29.6 million.
As of
December 31, 2008, the Company’s board of directors authorized the repurchase of
up to 1,031,863 shares of the Company’s common stock and in 2009, the Company
repurchased 108,100 shares of its common stock at an average price of $5.84 per
common share.
In
December 2008, our board of directors authorized a continuation of our cash
dividend of $0.133 per share, aggregating approximately $4.0 million per annum,
payable $.033 per share on a quarterly basis. In January 2010 the board of
directors authorized an approximate 100% increase in the annual dividend to
$0.26 per share. The first quarterly dividend of $0.065 per share will be paid
on April 15, 2010 to shareholders of record on March 31, 2010. Dividends paid,
including dividends paid once per year to noncontrolling stockholders of Inter
Parfums, S.A., aggregated $5.7 million, $5.8 million and $5.5 million for the
years ended December 31, 2009, 2008 and 2007, respectively. The cash dividends
paid in 2009 represented a small part of our cash position and the dividends for
2010 are not expected to have any significant impact on our financial
position.
We
believe that funds generated from operations, supplemented by our present cash
position and available credit facilities, will provide us with sufficient
resources to meet all present and reasonably foreseeable future operating
needs.
Inflation
rates in the U.S. and foreign countries in which we operate did not have a
significant impact on operating results for the year ended December 31,
2009.
Contractual
Obligations
The following table sets for a schedule
of our contractual obligations over the periods indicated in the table, as well
as our total contractual obligations ($ 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 (2)
|
|
$ |
29,600 |
|
|
$ |
11,700 |
|
|
$ |
17,900 |
|
|
|
|
|
|
|
Capital
Lease Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Leases
|
|
$ |
19,800 |
|
|
$ |
7,500 |
|
|
$ |
8,600 |
|
|
$ |
2,300 |
|
|
$ |
1.400 |
|
Purchase
obligations(1)
|
|
$ |
1,210,700 |
|
|
$ |
134,700 |
|
|
$ |
313,300 |
|
|
$ |
327,400 |
|
|
$ |
435,300 |
|
Other
Long-Term Liabilities Reflected on the Registrant's Balance Sheet under
GAAP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,260,100 |
|
|
$ |
153,900 |
|
|
$ |
339,800 |
|
|
$ |
329,700 |
|
|
$ |
436,700 |
|
(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, 2009, without
consideration for potential renewal periods and do not reflect the fact
that our distributors share our advertising
obligations.
|
(2)
|
Interest
due on the Company’s long-term debt is payable $0.70 million, $0.40
million and $0.07 million in 2010, 2011 and 2012,
respectively.
|
Item
6A. Quantitative and Qualitative Disclosures About Market Risk.
General
We
address certain financial exposures through a controlled program of risk
management that primarily consists of the use of derivative financial
instruments. We primarily enter into foreign currency forward exchange contracts
in order to reduce the effects of fluctuating foreign currency exchange rates.
We do not engage in the trading of foreign currency forward exchange contracts
or interest rate swaps.
Foreign
Exchange Risk Management
We
periodically enter into foreign currency forward exchange contracts to hedge
exposure related to receivables denominated in a foreign currency and to manage
risks related to future sales expected to be denominated in a 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.
As a
result of the dramatic strengthening of the U.S. dollar during our fourth
quarter ended December 31, 2008, we entered into foreign currency forward
exchange contracts to hedge approximately 80% of our 2009 sales to be invoiced
in U.S. dollars. Hedge effectiveness excludes the portion of the fair value of
the foreign currency forward exchange contract attributable to the change in
spot-forward difference which is reported in current period earnings. At December 31, 2009, we had
foreign currency contracts in the form of forward exchange contracts in the
amount of approximately U.S. $36 million and GB pounds 5.4 million
which all have maturities of less than one year. We believe that our risk
of loss as the result of nonperformance by any of such financial institutions is
remote.
Interest
Rate Risk Management
We
mitigate interest rate risk by 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 was paid in full as of
September 30, 2009.
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%. The remaining balance owed pursuant to this facility is as
of December 31, 2009 was €12.1 million. These derivative instruments are
recorded at fair value and changes in fair value are reflected in the
accompanying consolidated statements of income.
Item
7. 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, 2009
(In
Thousands Except Per Share Data)
|
|
|
|
|
2nd Quarter
|
|
|
3rd Quarter
|
|
|
4th Quarter
|
|
|
Full Year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
sales
|
|
$ |
90,409 |
|
|
$ |
88,604 |
|
|
$ |
117,542 |
|
|
$ |
112,909 |
|
|
$ |
409,464 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
profit
|
|
|
53,565 |
|
|
|
50,201 |
|
|
|
67,080 |
|
|
|
63,322 |
|
|
|
234,168 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
|
7,256 |
|
|
|
5,753 |
|
|
|
9,611 |
|
|
|
7,539 |
|
|
|
30,159 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income attributable to Inter Parfums, Inc.
|
|
|
5,428 |
|
|
|
4,226 |
|
|
|
7,262 |
|
|
|
5,451 |
|
|
|
22,367 |
|
Net
income attributable to Inter Parfums, Inc. per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
0.18 |
|
|
$ |
0.14 |
|
|
$ |
0.24 |
|
|
$ |
0.18 |
|
|
$ |
0.74 |
|
Diluted
|
|
$ |
0.18 |
|
|
$ |
0.14 |
|
|
$ |
0.24 |
|
|
$ |
0.18 |
|
|
$ |
0.74 |
|
Average
common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
30,166 |
|
|
|
30,064 |
|
|
|
30,061 |
|
|
|
30,109 |
|
|
|
30,100 |
|
Diluted
|
|
|
30,166 |
|
|
|
30,064 |
|
|
|
30,065 |
|
|
|
30,189 |
|
|
|
30,121 |
|
Quarterly
Data (Unaudited)
For
the Year Ended December 31, 2008
(In
Thousands Except Per Share Data)
|
|
|
|
|
2nd Quarter
|
|
|
3rd Quarter
|
|
|
4th Quarter
|
|
|
Full Year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
sales
|
|
$ |
123,163 |
|
|
$ |
99,078 |
|
|
$ |
123,531 |
|
|
$ |
100,352 |
|
|
$ |
446,124 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
profit
|
|
|
74,088 |
|
|
|
55,974 |
|
|
|
67,325 |
|
|
|
56,822 |
|
|
|
254,209 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
|
11,136 |
|
|
|
4,490 |
|
|
|
7,879 |
|
|
|
6,617 |
|
|
|
30,123 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income attributable to Inter Parfums, Inc.
|
|
|
8,708 |
|
|
|
3,772 |
|
|
|
6,188 |
|
|
|
5,097 |
|
|
|
23,765 |
|
Net
income attributable to Inter Parfums, Inc. per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
.28 |
|
|
$ |
.12 |
|
|
$ |
.20 |
|
|
$ |
.17 |
|
|
$ |
.78 |
|
Diluted
|
|
$ |
.28 |
|
|
$ |
.12 |
|
|
$ |
.20 |
|
|
$ |
.17 |
|
|
$ |
.77 |
|
Average
common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
30,722 |
|
|
|
30,627 |
|
|
|
30,632 |
|
|
|
30,504 |
|
|
|
30,621 |
|
Diluted
|
|
|
30,809 |
|
|
|
30,914 |
|
|
|
30,886 |
|
|
|
30,504 |
|
|
|
30,778 |
|
We review
goodwill for impairment at least annually, usually during the fourth quarter,
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. We
determined that the carrying amount of the goodwill exceeded fair value
resulting in impairment losses aggregating $1.7 million in 2009 and $0.9 million
in both 2008 and 2007. Accumulated impairment losses relating to goodwill
aggregated $3.5 million as of December 31, 2009.
Item
8.
|
Changes
In and Disagreements with Accountants on Accounting and Financial
Disclosure
|
Not
applicable.
Item
8A. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
Our Chief
Executive Officer and Chief Financial Officer have reviewed and evaluated the
effectiveness of our disclosure controls and procedures (as defined in the
Securities Exchange Act of 1934 Rule 13a-15(e)) as of the end of the period
covered by this annual report on Form 10-K (the “Evaluation
Date”). Based on their review and evaluation, our Chief Executive
Officer and Chief Financial Officer have concluded that as of the Evaluation
Date our Company's disclosure controls and procedures were
effective.
Management’s
Annual Report on Internal Control over Financial Reporting
The
management of Inter Parfums, Inc. is responsible for establishing and
maintaining adequate internal control over financial reporting 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, 2009.
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, 2009, 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.
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, 2009, 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, 2009 and 2008 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,
2009 and our report dated March 10, 2010 expressed an unqualified opinion
thereon.
Mazars
LLP
New York,
New York
March 10,
2010
Change in
Internal Controls
There has been no change in our
internal control over financial reporting(as defined in Rule 13a-15(f) of the
Securities Exchange Act of 1934) that occurred during the Company’s fourth fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, the Company’s internal control
over financial reporting.
Item
8 A(T). Controls and Procedures.
Not
Applicable.
Item
8B. Other
Information.
None.
PART
III
Item
9. 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 Chief Financial Officer, Inter Parfums,
S.A.
|
Francois
Heilbronn
|
|
Director
|
Jean
Levy
|
|
Director
|
Robert
Bensoussan-Torres
|
|
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.
|
Axel
Marot
|
|
Director
of Production & Logistics, Inter Parfums, S.A.
|
Henry
B. (“Andy”) Clarke
|
|
President
of Inter Parfums USA, LLC
|
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 of directors
are kept informed of our business by various reports and documents made
available to them. Our board of directors held 18 meetings (or executed consents
in lieu thereof), including meetings of committees of the full board of
directors during 2009 (with the last regular board meeting held during the first
week of January 2010), and all of the directors attended at least 75% of the
meetings (or executed consents in lieu thereof) of the full board of directors
and committees of which they were a member.
During
2009 our board of directors initially consisted of ten (10) directors. During
January 2009 Mr. Joseph A. Caccamo stepped down from our board for personal
reasons. Mr. Caccamo did not have any disputes or disagreements with our
company. Our board of directors presently consists of nine (9) directors, with a
majority of independent directors.
We have
adopted a Code of Business Conduct that applies to our principal executive
officer, principal financial officer, principal accounting officer or
controller, as well as other persons performing similar functions, and we agree
to provide to any person without charge, upon request, a copy of our Code of
Business Conduct. Any person who requests a copy of our Code of Business Conduct
should provide their name and address in writing to: Inter Parfums, Inc., 551
Fifth Avenue, New York, NY 10176, Att.: Shareholder Relations. In addition, our
Code of Conduct is also maintained on our website, at
www.interparfumsinc.com.
During
2009 our board of directors had the following standing committees:
|
·
|
Audit
Committee – The Audit Committee has the sole authority and is directly
responsible for, the appointment, compensation and oversight of the work
of the independent accountants employed by our company which prepare or
issue an audit report for our company. During 2009, the Audit Committee
consisted of Messrs. Heilbronn, Levy and
Choël.
|
The
Company does not have an “audit committee financial expert” within the
definition of the applicable Securities and Exchange Commission rules. First,
finding qualified nominees to serve as a director of a public company without
substantial financial resources has been challenging. Second, despite the
applicable Securities and Exchange Commission rule which states that being named
as the audit committee financial expert does not impose any greater duty,
obligation or liability, the Company has been met with resistance from both
present and former directors to being named as such primarily due to potential
additional personal liability.
However,
as the result of the background, education and experience of the members of the
Audit Committee, our board of directors believes that such committee members are
fully qualified to fulfill their obligations as members of the Audit
Committee.
|
·
|
Executive
Compensation and Stock Option Committee – The Executive Compensation and
Stock Option Committee oversees the compensation of our company’s
executives and administers our company’s stock option plans. During 2009,
the members of such committee 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 and have agreed to
vote their shares in a like manner, our board of directors does not believe it
necessary for our
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 2009, our board of directors as a group agreed to
nominate the same members of the board who had served the prior
year.
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 49, a Director, has been the Chairman of the Board since our
company’s inception, and is a co-founder of our company with Mr. Philippe
Benacin. From inception until December 1993 he was the President of our company;
in January 1994 he became Director General of Inter Parfums, S.A., our company’s
subsidiary; and in January 1997 he became Chief Executive Officer of our
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.
Philippe
Benacin
Mr.
Benacin, age 51, a Director, is President of our Company and the Chief Executive
Officer of Inter Parfums, S.A., has been the Vice Chairman of the Board since
September 1991, and is a co-founder of our company with Mr. Madar. He was
elected the Executive Vice President in September 1991, Senior Vice President in
April 1993, and President of the Company in January 1994. In
addition, he has been the President of 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 53, the Chief Financial Officer, was Vice-President, Finance when
he joined the Company in June 1992; became Executive Vice President in April
1993; and was appointed to our board of directors in February 1995. He is a
certified public accountant licensed in the State of New York, and is a member
of the American Institute of Certified Public Accountants and the New York State
Society of Certified Public Accountants. After graduating from The Ohio State
University in 1980, he was employed in public accounting until he joined our
company in June 1992.
Philippe
Santi
Philippe
Santi, age 48 and a Director since December 1999, is the Executive Vice
President and Chief Financial Officer 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 49, a Director since 1988, an independent director and a member
of the Audit Committee and the Executive Compensation and Stock Option
Committee, is a graduate of Harvard Business School with a Master of Business
Administration degree and is currently the managing partner of the consulting
firm of M.M. Friedrich, Heilbronn & Fiszer. He was formerly employed by The
Boston Consulting Group, Inc. from 1988 through 1992 as a manager. Mr. Heilbronn
graduated from Institut d' Etudes Politiques de Paris in June 1983. From 1984 to
1986, he worked as a financial analyst for Lazard Freres & Co. In
addition, during 2009 Mr. Heilbronn became an Associate
Professor in Business Strategy at Sciences Po, Paris, France.
Jean
Levy
Jean
Levy, age 77, a Director since August 1996, an independent director and a member
of the Audit Committee and the Executive Compensation and Stock Option
Committee, 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 52, has been a Director since March 1997, and also is an
independent director. Mr. Bensoussan is a director of Jimmy Choo, is the
co-founder of Sirius Equity, a retail and branded luxury goods investment
company. 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.
Previously Mr. Bensoussan-Torres was 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 was 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.
Serge
Rosinoer
Mr. Rosinoer, age 79, was appointed to
our 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 Vice 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 850 million Euro and more than 4,500 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 66, 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 a director of our majority-owned subsidiary, Inter
Parfums, S.A., and Modellabs, both publicly held companies, and Christian Dior
and Guerlain, both privately held companies. He is also the manager of
Université 82, a business consultant and advisor. For approximately 10 years,
through March 2004, Mr. Choël 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 41,
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 51, 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.
Axel
Marot
Axel
Marot, age 36, 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 49, was
appointed as President of Inter Parfums USA, LLC in 2009, following his
appointment 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, Brooks
Brothers and bebe. 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 as follows:
Each of
the independent directors, Messrs. Heilbronn, Levy, Bensoussan-Torres, Rosinoer
and Choël, as the result of erroneous advise in respect of a rule change filed
one Form 4 late (ranging from approximately 2 weeks to 11 months), by disclosing
the automatic grant of options on February 2, 2009 incorrectly on their next
required Form 4 rather than on a separate Form 4 for the option grant. Each of
Messrs. Madar, Benacin, Greenberg and Clarke filed one form 4 one day late,
which disclosed the grant of options on December 31, 2009.
Item
10. Executive Compensation
Compensation
Discussion and Analysis
General
The
executive compensation and stock option committee of our board of directors is
comprised entirely of independent directors and oversee all elements of
compensation (base salary, annual bonus, long term incentives and perquisites)
of our company’s executive officers and administers our company’s stock option
plans, other than the non-employee directors stock option plan, which is self
executing.
The
objectives of our compensation program are designed to strike a balance between
offering sufficient compensation to either retain existing or attract new
executives on the one hand, and maintaining compensation at reasonable levels on
the other hand. We do not have the resources comparable to the cosmetic giants
in our industry, and accordingly cannot afford to pay excessive executive
compensation. In furtherance of these objectives, our executive compensation
packages generally include a base salary, as well as annual incentives tied to
individual performance and long-term incentives tied to our operating
performance.
Mr.
Madar, the chairman and chief executive officer, takes the initiative after
discussions with Mr. Russell Greenberg, an Executive Vice President, Chief
Financial Officer and a Director, and recommends executive compensation levels
for executives in the United States. Mr. Benacin, the president of Inter
Parfums, S.A., takes the initiative after discussions with Philippe Santi, the
Chief Financial Officer of Inter Parfums, S.A., and recommends executive
compensation levels for executives in Europe. The recommendations are presented
to the compensation committee for its consideration, and the compensation
committee makes a final determination regarding salary adjustments and annual
award amounts to executives, including our chief executive officer and
president. Further, Messrs. Madar and Benacin, in addition to being executive
officers and directors, are our largest shareholder’s, and therefore, their
interests are aligned with our shareholder base in keeping executive
compensation at a reasonable level.
The
compensation committee believes that individual executive compensation is at a
level comparable with executives in other companies of similar size and stage of
development that operate in the fragrance industry and take into account our
company’s performance as well as our own strategic goals. As the result of the
global economic downturn, during 2009 previously authorized increases to base
salaries of our executive officers in United States operations were rescinded
and our Chief Executive Officer had his base salary decreased, as discussed in
greater detail under the heading Elements of Compensation — Base Salary.
Further, the compensation committee believes that its present policies to date,
with its emphasis on rewarding performance, has served to focus the efforts of
our executives, which in turn permitted our Company to weather the storm of this
recession and put our company on track to return to a high rate of growth and
profitability, which management believes will result in a substantial increase
in value to our shareholders.
Elements
of Compensation
General
The
compensation of our executive officers is generally comprised of base salaries,
annual cash bonuses and long-term equity incentive awards. In determining
specific components of compensation, the compensation committee considers
individual performance, level of responsibility, skills and experience, and
other compensation awards or arrangements. The compensation committee reviews
and approves all elements of compensation for all of our executive officers
taking into consideration recommendations from our Chief Executive Officer and
the President of Inter Parfums, S.A., as well as information regarding
compensation levels at competitors in our industry.
Our named
executive officers have all been with the company for more than the past ten
(10) years, with Messrs. Madar and Benacin being founders of the company in
1985. As previously disclosed, Mr. Madar for United States operations, and Mr.
Benacin for European operations, each recommend executive compensation levels
for executives in the respective operating segments. In addition, and also as
previously reported, Messrs. Greenberg, the Chief Financial Officer of the
company (as well as United States operations) and Santi, the Chief Financial
Officer of European operations, also participate in recommendations for
executive compensation levels for executives in the respective operating
segments.
As Messrs. Madar and Greenberg for
United States operations, and Benacin and Santi for European operations, are
most familiar with the individual performance, level of responsibility, skills
and experience of each executive officer in their respective segments, the
compensation committee relies upon the information provided by such executive
officers in determining individual performance, level of responsibility, skills
and experience of each executive officer.
The
compensation committee views the competitive market place very broadly, which
would include executive officers from both public and privately held companies
in general, including fashion and beauty companies, but not limited to the “peer
companies” contained in the corporate performance graph contained in this annual
report. Rather than tie the compensation committee’s determination of
compensation proposals to any specific peer companies, the members of our
committee have used their business experience, judgement and knowledge to review
the executive compensation proposals recommended to them by Mr. Madar for United
States operations and Benacin for European operations. As such, compensation
committee did not determine the need to “benchmark” of any material item of
compensation or overall compensation.
The
members of the compensation committee have extensive experience and business
acumen and are well qualified in determining the appropriateness of executive
compensation levels. Mr. Heilbronn is a managing partner of a business
consulting firm in the area of mergers and acquisitions of large international
companies in retail, consumer goods and consumer services throughout the world.
Mr. Levy has over thirty years experience as an executive officer, including
more than ten years as President and Chief Executive Officer of well known
cosmetic companies such as Cosmair and Sanofi Beaute (France). Mr. Choël, the
final committee member, is presently a business consultant and advisor, who
previously worked as President and Chief Executive Officer of two divisions of
LVMH Moet Hennessy Louis Vuitton S.A., which included such well known brands as
Parfums Christian Dior, Guerlain, and Parfums Givenchy.
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, as Messrs. Madar and Greenberg for United States operations, and Benacin
and Santi for European operations, are most familiar with the individual
performance, level of responsibility, skills and experience of each executive
officer in their respective segments, the committee relies upon the information
provided by such executive officers in determining individual performance, level
of responsibility, skills and experience of each executive officer.
For
executive officers of United States operations, the bulk of their annual
compensation is in base salary. However, for executive officers of European
operations base salary comprises a smaller percentage of overall
compensation.
We have
paid a lower percentage of overall compensation in the form of base salary to
executive officers of European operations for several years, principally because
European operations historically have had higher profitability than United
States operations and European operations are run differently by the chief
executive officer of European operations, Mr. Benacin, than United States
operations. As the result of this historically higher profitability, European
operations have had the ability to pay higher bonus compensation in addition to
base salary. As bonus compensation is and has historically been discretionary,
no targets were set in order to maintain flexibility. Further, if results of
operations for European operations were not satisfactory (again, no target
amounts were set to maintain flexibility), then bonus compensation, as well as
overall compensation could be lowered without otherwise affecting base salary.
Finally, by keeping annual bonus compensation at a higher percentage of overall
compensation and base salary at a lower percentage, our company benefits because
the base amount for annual salary adjustments would be smaller.
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 220,800 euro in 2008 to 249,600 euro in 2009, a 13%
increase. Likewise, Mr. Benacin’s base compensation was increased from 220,800
euro in 2008 to 249,600 euro in 2009.
A
different approach is taken for United States operations as that segment is much
smaller and profitability is much more volatile. A more significant base salary
is paid in order to attract and retain employees with the skills and talents
needed to run the operation with a lesser emphasis placed on
bonuses. None of the executive officers for United States operations
have employment agreements, as we believe that having flexibility in structuring
annual base salary is a benefit, which permits us to act quickly to meet a
changing economic environment.
Initially
in 2009, the compensation committee had agreed to have the base salary of Mr.
Madar, the Chief Executive Officer, remain at the same level of $400,000, which
it has been for the past several years. Further, upon recommendation of our
Chairman and Chief Executive Officer, the executive compensation committee had
determined to increase the base salary of Mr. Greenberg, the Chief Financial
Officer, by $20,000 from $435,000 to $455,000, a 4.6% increase
and to increase the base salary of Mr. Clark, the president of Inter Parfums
USA, LLC (Specialty Retail Division) by $20,000. Mr. Greenberg had received
salary increases of $30,000 for the prior last four years.
Unfortunately,
with the global economic downturn commencing in the fourth quarter of 2008, the
market price of our common stock as reported by The Nasdaq Stock Market had
decreased substantially. Further, consolidated net sales of our company for the
first quarter of 2009 had decreased and visibility for the remainder of 2009 was
very unclear. Based upon the recommendations of the chief executive officer, the
compensation committee authorized a (i) rollback the $20,000 increase in the
annual base salaries previously authorized for the chief financial officer and
president of Inter Parfums USA, LLC (Specialty Retail Division), so that their
annual base salaries would return to the levels paid in 2008, and (ii) decrease
the annual base salary by $20,000 of the chief executive officer, all on a pro rata basis effective as
of April 16, 2009.
Bonus Compensation/ Annual
Incentives
We have paid a higher percentage of
overall compensation in the form of bonus compensation to executive officers of
European operations for several years, principally because European operations
historically have had higher profitability than United States operations. As the
result of this historically higher profitability, European operations have had
the ability to pay higher bonus compensation in addition to base salary. As
bonus compensation is discretionary no targets were set in order to maintain
flexibility. Further, if results of operations for European operations were not
satisfactory (again, no target amounts were set to maintain flexibility), then
bonus compensation, as well as overall compensation could be lowered without
otherwise affecting base salary.
For 2009, Mr. Benacin, the chief
decision maker for European operations, proposed and the committee concurred in
the payment of bonus compensation equal to approximately 70% of base salary for
executive officers of European operations. This is compared to bonus
compensation as a percentage of annual salary of 70% for 2008 and 82% for 2007
for Messrs. Santi and Garcia-Pelayo and approximately 70% for 2008 and 64% for
2007 for Mr. Benacin.
A different approach is taken for
United States operations as that segment is much smaller and profitability is
much more volatile. A more significant base salary is paid in order to attract
and retain employees with the skills and talents needed to run the operation
with a lesser emphasis placed on bonuses. Based upon the recommendation of the
Chief Executive Officer, no officers of United States operations received any
cash bonuses for 2009. Mr. Greenberg received a cash bonus of $35,000 for 2008
and $43,100 for 2007. In order for Mr. Madar, the Chief Executive Officer to
receive a cash bonus, United States operations has to achieve after tax profit
target. In 2009 and 2008, based upon such targets, our Chief Executive Officer
did not earn any cash bonus. In 2007, based upon such targets, our Chief
Executive Officer 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
2010.
As required by French law, Inter
Parfums, SA maintains its own profit sharing plan for all French employees who
have completed three months of service, including executive officers of our
European operations other than Mr. Benacin, the Chief Executive Officer of Inter
Parfums, SA. Benefits are calculated based upon a percentage of taxable income
of Inter Parfums, S.A. and allocated to employees based upon salary. The maximum
amount payable per year per employee is 25,000 euros, or approximately
$34,792.
Calculation of total annual benefits
contribution is made according to the following formula:
50% of
(Inter Parfums, S.A. net income, less 5% of shareholders equity without net
income for the year) times a fraction, the numerator of which is wages, and
the denominator of which is net income before tax + wages + taxes (other
than income tax) + valuation allowances + amortization expenses + interest
expenses.
Contribution to individual employees is
then made pro rata based upon their individual salaries for the
year.
Long Term Incentives
Stock Options. We link
long-term incentives with corporate performance through the grant of stock
options. All options are granted with an exercise price equal to the fair market
value of the underlying shares of our common stock on the date of grant, and
terminate on or shortly after severance of the executive’s relationship with us.
Unless the market price of our common stock increases, corporate executives will
have no tangible benefit. Thus, they are provided with the additional incentive
to increase individual performance with the ultimate goal of increasing our
overall performance. We believe that enhanced executive incentives which result
in increased corporate performance tend to build company loyalty. As a general
rule, the number of options granted is determined by several factors, but most
importantly, both individual and company operating results for the past year, as
well as past option grants to such executives.
For
executive officers of United States operations and Mr. Benacin, 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. In
addition, for the past few years we had temporarily discontinued all option
grants to purchase shares of our majority-owned, French subsidiary, Inter
Parfums, S.A. to avoid decrease the dilution of our ownership interest in Inter
Parfums, S.A. In lieu of option grants to purchase shares of our majority-owned,
French subsidiary, we had granted options to our French executive officers and
employees under the French Addendum to our stock option plan, which have a term
of 6 years and vest 4 years after the date of grant.
We
believe that the vesting period of these options serve 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. Pursuant to 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 a vesting period reduces benefits afforded to an
executive when an executive officer leaves our employ.
Over
the past several 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.
The actual compensation realized as the
result of the exercise of options in the past, 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 the
executive officers named above contribute significantly to our profitable
operations, the compensation committee believes the option grants are valid
incentives for these executive officers and are fair to our shareholders.
Generally we grant options to executive officers in December of each
year.
In December 2009, upon the
recommendation of the company’s Chief Executive Officer, the compensation
committee granted options to purchase a total of 19,000 shares of our common
stock to each of Jean Madar and Philippe Benacin at the fair market value on the
date of grant, which were the same number of shares for which options had been
granted to Messrs. Madar and Benacin in December 2008. Option grants to Messrs
Madar and Benacin were identical as each is the Chief Executive Officer of their
respective operating segments. Also in December 2009, the compensation committee
granted options to purchase 25,000 shares to Mr. Greenberg, the Chief Financial
Officer, at the fair market value on the date of grant. This represented an
increase from the option granted in December 2008 to purchase 15,000 shares,
which was done to offset the absence of a salary increase.
No options were granted to Messrs.
Santi and Garcia-Pelayo from our company during 2009 or for 2008. For the past
few years we had temporarily discontinued all option grants to purchase shares
of our majority-owned, French subsidiary, Inter Parfums, S.A. to avoid a
decrease in the dilution of our ownership interest in Inter Parfums, S.A.
However, at the request of Messrs. Benacin and Santi, Inter Parfums, S.A. again
commenced granting options to its employees and executive officers, including to
Messrs. Santi and Garcia-Pelayo, as Messrs. Benacin and Santi had determined
that it was more beneficial for the employees and executive officers of European
operations have a stake in Inter Parfums, S.A., rather than our company.
Accordingly, in December 2009 Inter Parfums, S.A. authorized a stock option plan
which provides for a maximum of 3% of the outstanding shares of Inter Parfums,
S.A. to be available for grant. Under the Inter Parfums S.A. stock option plan,
options are granted at the fair market value at the time of grant for a term of
6 years and vest 4 years after the date of grant. In December 2009, Inter
Parfums, S.A. authorized grants of options to employees of Inter Parfums, S.A.
for an aggregate of 0.5% of outstanding shares, including options to purchase
6,000 shares for each of Messrs. Madar, Benacin, Santi and Garcia-Pelayo and
1,200 shares for Mr. Greenberg.
Stock Appreciation Rights.
Our 2004 stock option plan authorizes us to grant stock appreciation
rights, or SARs. An SAR represents a right to receive the appreciation in value,
if any, of our common stock over the base value of the SAR. To date, we have not
granted any SARs under the 2004 plan. While the compensation committee currently
does not plan to grant any SARs under our 2004 plan, it may choose to do so in
the future as part of a review of the executive compensation strategy. The Inter
Parfums S.A. stock option plan does not have stock appreciate
rights.
Restricted Stock. We have not
in the past, and we do not have any future plans to grant restricted stock to
our executive officers. However, while the
compensation committee currently does not plan to authorize any restricted stock
plans, the compensation committee may choose to do so in the future as part of a
review of the executive compensation strategy.
Other
Compensation
Mr. Benacin is the Chief Executive
Officer of Inter Parfums, S.A. (European operations), as well as a founder of
our company, and we believe we should recognize his responsibility, skills and
experience, as well as the results of the company. In view of his service to the
company, Mr. Benacin has received a housing and automobile allowance for more
than the past ten (10) years. This is a way we have differentiated him from
other executive officers of European operations, and acknowledged his
responsibility, skills and experience, as well as the company’s operating
results, while maintaining his base salary at the same level as Messrs. Santi
and Garcia-Pelayo, the other named executive officers of European
operations.
No
Stock Ownership Guidelines
We do not require any minimum level of
stock ownership by any of our executive officers. As stated above, Messrs. Madar
and Benacin, are our largest shareholders, which aligns their interests with our
shareholder base in keeping executive compensation at a reasonable
level.
Retirement
and Pension Plans
We maintain a 401K plan for United
States operations. However, we do not match any contributions to such plan, as
we have determined base compensation together with annual bonuses and stock
option awards, are sufficient incentives to retain talented employees. Our
European operations maintains a pension plan for it employees as required by
French law.
Compensation
Committee Report
We have reviewed and discussed with
management the Compensation Discussion and Analysis provisions to be included in
this amendment to the Annual Report on Form 10-K for fiscal year ended
December 31, 2009 and the proxy statement for the upcoming annual meeting
of shareholders. Based on this review and discussion, we recommend to the board
of directors that the Compensation Discussion and Analysis referred to above be
included in this Annual Report on Form 10-K as well as the proxy statement for
the upcoming annual meeting of shareholders.
Francois Heilbronn, Jean Levy and
Patrick Choël
The
following table sets forth a summary of all compensation awarded to, earned by
or paid to our “named executive officers,” who are our principal executive
officer, our principal financial officer, and each of the 3 most highly
compensated executive officers of our Company. This table covers all such
compensation during fiscal years ended December 31, 2009, December 31, 2008 and
December 31, 2007. For all compensation related matters disclosed in this Item
10, all amounts paid in euro have been converted to US dollars at the average
rate of exchange in each year.
SUMMARY
COMPENSATION TABLE
Name and Principal Position
|
|
Year
|
|
Salary ($)
|
|
|
Bonus ($)
|
|
|
Stock
Awards ($)
|
|
|
Option
Awards
($)(1)
|
|
|
Non-Equity
Incentive Plan
Compensation
($)(2)
|
|
|
Change in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings ($)
|
|
|
All Other
Compensation ($)(3)
|
|
|
Total ($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jean
Madar,
|
|
2009
|
|
|
380,000 |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
115,000 |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
495,000 |
|
Chief
Executive Officer
|
|
2008
|
|
|
400,000 |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
98,000 |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
498,000 |
|
|
|
2007
|
|
|
400,000 |
|
|
|
100,000 |
|
|
|
-0- |
|
|
|
124,000 |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
624,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Russell
Greenberg,
|
|
2009
|
|
|
435,000 |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
118,000 |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
553,000 |
|
Chief
Financial Officer |
|
2008
|
|
|
435,000 |
|
|
|
35,000 |
|
|
|
-0- |
|
|
|
37,000 |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
2,214 |
|
|
|
553,214 |
|
|
|
2007
|
|
|
405,000 |
|
|
|
43,100 |
|
|
|
-0- |
|
|
|
98,000 |
|
|
|
-0- |
|
|
|
-0- |
|
|
|
2,214 |
|
|
|
546,100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philippe
Benacin, President of
|
|
2009
|
|
|
348,492 |
|
|
|
201,052 |
|
|
|
-0- |
|
|
|
115,000 |
|
|
|
-0- |
|
|
|
11,496 |
|
|
|
98,850 |
|
|
|
774,890 |
|
Inter
Parfums, Inc. and Chief |
|
2008
|
|
|
324,489 |
|
|
|
229,258 |
|
|
|
-0- |
|
|
|
98,000 |
|
|
|
-0- |
|
|
|
11,757 |
|
|
|
104,039 |
|
|
|
767,543 |
|
Executive
Officer of Inter Parfums, S.A. |
|
|