Delaware
|
13-3275609
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S.
Employer
Identification
No.)
|
551 Fifth Avenue, New York, New York |
10176
|
(Address of Principal Executive Offices) |
(Zip
Code)
|
Title
of each class
|
Name
of exchange on which registered
|
|
|
Common
Stock, $.001 par value per share
|
The
Nasdaq Stock Market, LLC
|
Large
accelerated Filer o
|
Accelerated
filer x
|
Non-accelerated
filer o
|
Table
of Contents
|
||
Page
|
||
Note
on Forward Looking Statements
|
||
PART
I
|
||
Item
1.
|
Business
|
1
|
Item
1A.
|
Risk
Factors
|
14
|
Item
1B.
|
Unresolved
Staff Comments
|
19
|
Item
2.
|
Properties
|
20
|
Item
3.
|
Legal
Proceedings
|
21
|
Item
4.
|
Submissions
of Matters to a Vote of Security Holders
|
21
|
PART
II
|
||
Item
5.
|
Market
for Registrant’s Common Equity and Related Stockholder
Matters
|
22
|
Item
6.
|
Selected
Financial Data
|
24
|
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
25
|
Item
7A.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
35
|
Item
8.
|
Financial
Statements and Supplementary Data
|
36
|
Item
9.
|
Changes
in and Disagreements With Accountants on Accounting and Financial
Disclosure
|
37
|
Item
9A.
|
Controls
and Procedures
|
37
|
Item
9B.
|
Other
Information
|
39
|
PART
III
|
|
|
Item
10.
|
Directors,
Executive Officers and Corporate Governance
|
40
|
Item
11.
|
Executive
Compensation
|
46
|
Item
12.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
60
|
Item
13.
|
Certain
Relationships and Related Transactions, and Director
Independence
|
63
|
Item
14.
|
Principal
Accountant Fees and Services
|
64
|
PART
IV
|
|
|
Item
15.
|
Exhibits
and Financial Statement Schedules
|
66
|
FINANCIAL
STATEMENTS
|
F-1
|
|
SIGNATURES
|
Brand
Name
|
Licensed
Or
Owned
|
Date
Acquired
|
Term,
Including Option Periods
|
Burberry
|
Licensed
|
July
2004
|
12.5
years and additional 5-year optional term that requires mutual
consent
|
Lanvin
|
Licensed
|
July
2004
|
15-year
|
S.T.
Dupont
|
Licensed
|
July
1997
|
Through
June 30, 2011.
|
Paul
Smith
|
Licensed
|
Dec.
1998
|
12
years
|
Celine
|
Licensed
|
May
2000
|
Through
December 31, 2007.
|
Nickel
|
Owned
|
April
2004
|
N/A
|
Christian
Lacroix
|
Licensed
|
March
1999
|
11
years
|
Quiksilver/Roxy
|
Licensed
|
March
2006
|
Through
December 31, 2017
|
Van
Cleef & Arpels
|
Licensed
|
Oct.
2006
|
Through
December 31, 2018, plus a 5-year option if certain sales targets
are
met
|
·
|
Simultaneous
discussions with perfume designers and creators (includes analysis
of
esthetic and olfactory trends, target clientele and market communication
approach);
|
·
|
Concept
choice;
|
·
|
Produce
mock-ups for final acceptance of bottles and
packaging;
|
·
|
Receive
bids from component suppliers (glass makers, plastic processors,
printers,
etc.) and packaging companies;
|
·
|
Choose
our suppliers;
|
·
|
Schedule
production and packaging;
|
·
|
Issue
component purchase orders;
|
·
|
Follow
quality control procedures for incoming components;
and
|
·
|
Follow
packaging and inventory control
procedures.
|
·
|
Independent
perfumery design companies (Federico Restrepo, Fabien Baron, Aesthete,
Ateliers Dinand);
|
·
|
Perfumers
(IFF, Firmenich, Robertet, Quest, Givaudan,Wessel Fragrances) which
create
a fragrance consistent with our expectations and, that of the fragrance
designers and creators;
|
·
|
Contract
manufacturers of components such as glassware (Saint Gobain, Saverglass,
Pochet, Nouvelles Verreries de Momignie), caps (MT Packaging, Codiplas,
Risdon, Newburgh) or boxes (Printor Packaging, Draeger, Dannex
Manufacturing);
|
·
|
Production
specialists who carry out packaging (MF Production, Brand, CCI, IKI
Manufacturing) or logistics (SAGA for storage, order preparation
and
shipment).
|
· |
Sephora
|
· |
Marionnaud
|
· |
Nocibé
|
· |
Galeries
Lafayette
|
· |
Printemps
|
Year
Ended December 31
|
|||
2006
|
2005
|
2004
|
|
North
America
|
$
107,400
|
$
81,800
|
$
67,400
|
Europe
|
128,300
|
116,800
|
105,200
|
Central
and South America
|
24,500
|
21,800
|
21,400
|
Middle
East
|
21,900
|
19,800
|
17,900
|
Asia
|
37,700
|
32,200
|
22,700
|
Other
|
1,300
|
1,100
|
1,400
|
$
321,100
|
$
273,500
|
$
236,000
|
|
Year
Ended December 31
|
|||
2006
|
2005
|
2004
|
|
United
States
|
$104,000
|
$80,000
|
$66,000
|
United
Kingdom
|
28,000
|
26,000
|
29,000
|
France
|
21,000
|
17,000
|
15,000
|
·
|
Selective
distribution - perfumeries and specialty sections of department stores,
which sell brand name products with a luxury image,
and
|
·
|
Specialty
retail and mass distribution - Specialty retail, or retail outlets
which
sell their own brand name products and mass merchandisers, discount
stores
and supermarkets, which sell low to moderately-priced mass market
products
for a broad customer base with limited purchasing
power.
|
· |
Burberry
|
· |
Lanvin
|
· |
Gap
(United States and Canada only)
|
· |
Banana
Republic (United States and Canada
only)
|
· |
S.T.
Dupont
|
· |
Paul
Smith
|
· |
Christian
Lacroix
|
· |
Van
Cleef & Arpels
|
· |
Quiksilver
and Roxy
|
· |
Jordache
|
· |
Intimate
|
· |
Aziza
|
· |
Nickel
|
· |
Regal
Collections, Royal Selections, Euro Collections and
Apple
|
· |
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.
|
Use
|
Location
|
Approximate
Size
|
Annual
Rent
(All
are subject to escalations, except where noted)
|
Term
Expires
|
Other
Information
|
Office
Space-corporate headquarters and United States operations
|
551
Fifth Avenue, New York, NY.
|
11,000
square feet
|
$388,000
|
February
28, 2013
|
|
Distribution
center
|
60
Stults Road
Dayton,
NJ
|
140,000
square foot
|
$684,000
|
October
31, 2010
|
|
Office
Space-Paris corporate headquarters and Paris based
operations
|
4 Rond
Point Des Champs Elysees
Ground
and 1st Fl. Paris, France
|
571
square meters
|
315,000
Euros
|
March
2013
|
Lessee
has early termination right every 3 years on 6 months
notice
|
Office
Space-Paris corporate headquarters and Paris based
operations
|
4 Rond
Point Des Champs Elysees
4th
Fl.
Paris,
France
|
531
square meters
|
264,000
Euros
|
June
2014
|
Lessee
has early termination right every 3 years on 6 months
notice
|
Office
Space-Paris corporate headquarters and Paris based
operations
|
4 Rond
Point Des Champs Elysees
5th
Fl- left
Paris,
France
|
155
square meters
|
75,200
Euros
|
March
2013
|
Lessee
has early termination right on 3 months notice
|
Office
Space-Paris corporate headquarters and Paris based
operations
|
4 Rond
Point Des Champs Elysees
6th
Fl-Right
Paris,
France
|
157
square meters
|
64,627
Euros
|
March
2013
|
Lessee
has early termination right every 3 years on 6 months
notice
|
Office
Space-
Paris
Accounting and Legal
|
39
avenue Franklin Roosevelt,
2nd
Floor
Paris,
France
|
360
square meters
|
154,800
Euros to December 15, 2006;
165,600
Euros to December 15, 2007;
172,800
Euros thereafter
|
December
2014
|
Lessee
has early termination right every 3 years on 6 months
notice
|
Men’s
Spa
|
48
Rue des Francs Bourgeois,
Paris,
France
|
116
square meters
|
44,000
Euros
|
June
2011
|
Lessee
has early termination right every 3 years on 6 months
notice
|
Men’s
Spa
|
Unit
C2, 300 West 14th Street, New York, N.Y.
|
4,500
Square Feet
|
$248,000
|
October
31, 2009
|
5-year
term option term
|
Fiscal
2006
|
High
Closing Price
|
Low
Closing Price
|
Fourth
Quarter
|
$
21.77
|
$
17.63
|
Third
Quarter
|
$
19.56
|
$
15.75
|
Second
Quarter
|
$
19.99
|
$
15.39
|
First
Quarter
|
$
20.38
|
$
17.07
|
Fiscal
2005
|
High
Closing Price
|
Low
Closing Price
|
Fourth
Quarter
|
$
19.70
|
$
14.74
|
Third
Quarter
|
$
21.50
|
$
18.13
|
Second
Quarter
|
$
20.89
|
$
13.12
|
First
Quarter
|
$
15.92
|
$
14.01
|
Years
Ended December 31,
|
||||||||||||||||
(In
thousands except per share data)
|
2006
|
2005
|
2004
|
2003
|
2002
|
|||||||||||
Income
Statement Data:
|
||||||||||||||||
Net
Sales
|
$
|
321,054
|
$
|
273,533
|
$
|
236,047
|
$
|
185,589
|
$
|
130,352
|
||||||
Cost
of Sales
|
143,855
|
115,827
|
113,988
|
95,449
|
71,630
|
|||||||||||
Selling,
General and Administrative
|
141,074
|
126,353
|
89,516
|
64,147
|
41,202
|
|||||||||||
Operating
Income
|
36,125
|
31,353
|
32,543
|
25,993
|
17,520
|
|||||||||||
Income
Before Taxes and Minority
Interest
|
37,135
|
31,724
|
31,638
|
26,632
|
17,581
|
|||||||||||
Net
Income
|
17,742
|
15,263
|
15,703
|
13,837
|
9,405
|
|||||||||||
Net
Income per Share:
|
||||||||||||||||
Basic
|
$
|
0.87 |
$
|
0.76 |
$
|
0.82 | $ | 0.73 |
$
|
0.50 | ||||||
Diluted
|
$
|
0.86
|
$
|
0.75
|
$
|
0.77
|
$
|
0.69
|
$
|
0.47
|
||||||
Average
Common Shares Outstanding:
|
|
|
|
|
|
|||||||||||
Basic
|
20,324 | 20,078 | 19,205 | 19,032 | 18,777 | |||||||||||
Diluted
|
20,568
|
20,487
|
20,494
|
20,116
|
19,948
|
|||||||||||
Depreciation
and Amortization
|
$
|
5,347
|
$
|
4,513
|
$
|
3,988
|
$
|
3,344
|
$
|
2,220
|
As
at December 31,
|
||||||||||||||||
(In
thousands except per share data)
|
2006
|
2005
|
2004
|
2003
|
2002
|
|||||||||||
Balance
Sheet And Other Data:
|
||||||||||||||||
Cash
and Cash Equivalents and Short-Term Investments
|
$
|
71,047
|
$
|
59,532
|
$
|
40,972
|
$
|
58,958
|
$
|
38,290
|
||||||
Working
Capital
|
138,547
|
131,084
|
129,866
|
115,970
|
83,828
|
|||||||||||
Total
Assets
|
333,045
|
240,910
|
230,485
|
194,001
|
129,370
|
|||||||||||
Short-Term
Bank Debt
|
6,033
|
989
|
748
|
121
|
1,794
|
|||||||||||
Long-Term
Debt (including current portion)
|
10,769
|
13,212
|
19,617
|
-0-
|
-0-
|
|||||||||||
Stockholders’
Equity
|
155,272
|
127,727
|
126,509
|
104,916
|
80,916
|
|||||||||||
Dividends
per Share
|
$
|
0.16
|
$
|
0.16
|
$
|
0.12
|
$
|
0.08
|
$
|
0.06
|
Item 7. |
Management's
Discussion And Analysis Of Financial Condition And
Results Of Operation
|
Years
ended December 31,
|
||||||||||||||||
2006
|
%
Change
|
2005
|
%
Change
|
2004
|
||||||||||||
(in
millions)
|
||||||||||||||||
European
based product sales
|
$
|
270.1
|
13
|
%
|
$
|
239.2
|
23
|
%
|
$
|
194.6
|
||||||
United
States based product sales
|
51.0
|
49
|
%
|
34.3
|
(17
|
%)
|
41.4
|
|||||||||
Total
net sales
|
$
|
321.1
|
17
|
%
|
$
|
273.5
|
16
|
%
|
$
|
236.0
|
Years
ended December 31,
|
||||||||||
2006
|
2005
|
2004
|
||||||||
(in
millions)
|
||||||||||
Net
sales
|
$
|
321.1
|
$
|
273.5
|
$
|
236.0
|
||||
Cost
of sales
|
143.9
|
115.8
|
114.0
|
|||||||
Gross
margin
|
$
|
177.2
|
$
|
157.7
|
$
|
122.0
|
||||
Gross
margin as a percent of net sales
|
55
|
%
|
58
|
%
|
52
|
%
|
Years
ended December 31,
|
||||||||||
2006
|
2005
|
2004
|
||||||||
(in
millions)
|
||||||||||
Selling,
general & administrative
|
$
|
141.1
|
$
|
126.4
|
$
|
89.5
|
||||
Selling,
general & administrative as a percent of net sales
|
44
|
%
|
46
|
%
|
38
|
%
|
Contractual
Obligations
|
Payments
due by period
|
|||||||||||||||
Total
|
Less
than
1
year
|
Years
2-3
|
Years
4-5
|
More
than
5
years
|
||||||||||||
Long-Term
Debt
|
$
|
10,769
|
$
|
4,214
|
$
|
6,555
|
||||||||||
Capital
Lease Obligations
|
||||||||||||||||
Operating
Leases
|
$
|
31,724
|
$
|
5,983
|
$
|
12,384
|
$
|
10,597
|
$
|
2,760
|
||||||
Purchase
Obligations
|
||||||||||||||||
Other
Long-Term Liabilities Reflected on the Registrant's Balance Sheet
under
GAAP
|
||||||||||||||||
Minimum
Royalty Obligations
|
$
|
371,104
|
$
|
32,196
|
$
|
68,179
|
$
|
69,693
|
$
|
201,036
|
||||||
Total
|
$
|
413,597
|
$
|
42,393
|
$
|
87,118
|
$
|
80,290
|
$
|
203,796
|
1st
Quarter
|
2nd
Quarter
|
3rd
Quarter
|
4th
Quarter
|
Full
Year
|
||||||||||||
Net
Sales
|
$
|
70,900
|
$
|
70,285
|
$
|
89,690
|
$
|
90,179
|
$
|
321,054
|
||||||
Gross
Profit
|
40,296
|
39,670
|
48,688
|
48,545
|
177,199
|
|||||||||||
Net
Income
|
4,420
|
3,192
|
4,645
|
5,485
|
17,742
|
|||||||||||
Impact
of adoption of SFAS 123 (R)
|
125
|
98
|
116
|
104
|
443
|
|||||||||||
Net
Income per Share:
|
|
|
|
|||||||||||||
Basic
|
$
|
0.22
|
$ | 0.16 | $ | 0.23 | $ | 0.27 | $ | 0.87 | ||||||
Diluted
|
$
|
0.22
|
$
|
0.16
|
$
|
0.23
|
$
|
0.27
|
$
|
0.86
|
||||||
Average
Common Shares Outstanding:
|
|
|
||||||||||||||
Basic
|
20,267,000 | 20,315,000 | 20,322,000 | 20,392,000 | 20,324,000 | |||||||||||
Diluted
|
20,544,000
|
20,564,000
|
20,546,000
|
20,620,000
|
20,568,000
|
|
1st
Quarter
|
2nd
Quarter
|
3rd
Quarter
|
4th
Quarter
|
Full
Year
|
|||||||||||
Net
Sales
|
$
|
71,087
|
$
|
61,343
|
$
|
75,446
|
$
|
65,657
|
$
|
273,533
|
||||||
Gross
Profit
|
40,577
|
34,595
|
42,357
|
40,177
|
157,706
|
|||||||||||
Net
Income
|
4,404
|
3,214
|
3,754
|
3,891
|
15,263
|
|||||||||||
Net
Income per Share:
|
|
|
|
|
|
|||||||||||
Basic
|
$ | 0.22 | $ | 0.16 | $ | 0.19 | $ | 0.19 | $ | 0.76 | ||||||
Diluted
|
$
|
0.22
|
$
|
0.16
|
$
|
0.18
|
$
|
0.19
|
$
|
0.75
|
||||||
Average
Common Shares Outstanding:
|
||||||||||||||||
Basic
|
19,701,000 | 20,179,000 | 20,189,000 | 20,245,000 | 20,078,000 | |||||||||||
Diluted
|
20,420,000
|
20,478,000
|
20,556,000
|
20,492,000
|
20,487,000
|
Item 9. |
Changes
In and Disagreements With Accountants on Accounting and
Financial
Disclosure
|
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 President
of Inter Parfums, S.A.
|
Russell
Greenberg
|
Director,
Executive Vice President and Chief Financial Officer
|
Philippe
Santi
|
Director,
Executive Vice President and Director General Delegue, Inter Parfums,
S.A.
|
Francois
Heilbronn
|
Director
|
Joseph
A. Caccamo
|
Director
|
Jean
Levy
|
Director
|
Robert
Bensoussan-Torres
|
Director
|
Jean
Cailliau
|
Director
|
Serge
Rosinoer
|
Director
|
Patrick
Choël
|
Director
|
Hugues
de la Chevasnerie
|
Director
of Burberry Fragrances, Inter Parfums, S.A.
|
Frederic
Garcia-Pelayo
|
President
of the Luxury and Fashion division of
Inter Parfums, S.A.
|
Jack
Ayer
|
Director
of Distribution - France, Inter Parfums, S.A.
|
Axel
Marot
|
Director
of Production & Logistics, Inter Parfums,
S.A.
|
SUMMARY
COMPENSATION TABLE
|
|||||||||
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards ($)
|
Option
Awards ($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Change
in Pension
Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
Jean
Madar,
Chief
Executive Officer
|
2006
2005
2004
|
400,000
400,000
330,000
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
252,000
337,000
405,000
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
2,974,944
1
6,079,952
2
1,291,030
3
|
3,626,944
6,816,952
2,026,030
|
Russell
Greenberg, Chief Financial Officer
|
2006
2005
2004
|
375,000
345,000
315,000
|
30,000
30,000
30,000
|
-0-
-0-
-0-
|
167,000
132,000
158,000
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
304,214
4
548,214
5
222,055
6
|
876,214
1,055,214
725,055
|
Philippe
Benacin, President of Inter Parfums, Inc. and President of Inter
Parfums,
S.A.
|
2006
2005
2004
|
226,206
208,874
210,000
|
153,174
161,629
111,250
|
-0-
-0-
-0-
|
252,000
337,000
405,000
|
-0-
-0-
-0-
|
8,800
8,700
8,700
|
1,298,801
7
5,866,935
8
1,697,412
9
|
1,938,981
6,583,138
2,432,362
|
Philippe
Santi,
Executive
Vice President and Director General Delegue, Inter Parfums,
S.A.
|
2006
2005
2004
|
226,206
208,874
149,000
|
197,302
161,629
126,000
|
-0-
-0-
-0-
|
105,000
91,000
97,000
|
22,621
21,655
24,000
|
8,800
8,700
8,700
|
405,80110
169,10411
429,33112
|
965,730
660,962
834,031
|
Frédéric
Garcia-Pelayo,
Director
Export Sales,
Inter
Parfums, S.A.
|
2006
2005
2004
|
226,206
208,874
149,000
|
197,302
161,629
136,000
|
-0-
-0-
-0-
|
166,000
53,000
52,000
|
22,621
21,655
24,000
|
8,800
8,700
8,700
|
259,956
13
173,218
14
600,775
15
|
880,885
627,076
970,475
|
Marcella
Cacci,
Former
President, Burberry Fragrances16
|
2006
2005
|
208,200
316,667
|
-0-
125,000
|
-0-
217,00017
|
-0-
162,000
|
62,500
125,000
|
-0-
-0-
|
341,000
18
87,000
19
|
611,700
1,032,667
|
1
|
Consists
of $654,500 realized upon the exercise of options, and $2,320,444
realized
on the exercise of options of Inter Parfums, S.A.
|
2
|
Consists
of $6,079,952 realized upon the exercise of options.
|
3
|
Consists
of $670,285 realized upon the exercise of options, and $620,745 realized
on the exercise of options of Inter Parfums, S.A.
|
4
|
Consists
of $2,214 for automobile expenses and $235,000 realized upon exercise
of
options and $67,000 realized on the exercise of options of Inter
Parfums,
S.A.
|
5
|
Consists
of $2,214 for automobile expenses and $467,000 realized upon exercise
of
options and $79,000 realized on the exercise of options of Inter
Parfums,
S.A.
|
6
|
Consists
of $2,214 for automobile expenses and $183,935 realized upon exercise
of
options and $35,906 realized on the exercise of options of Inter
Parfums,
S.A.
|
7
|
Consists
of lodging expenses of $75,402, $8,797 for automobile expenses, $654,500
realized upon the exercise of options, and $560,102 realized on the
exercise of options of Inter Parfums, S.A.
|
8
|
Consists
of lodging expenses of $208,874, $10,613 for automobile expenses,
$5,072,785 realized upon the exercise of options, and $574,663 realized
upon exercise of options of Inter Parfums,
S.A.
|
9
|
Consists
of lodging expenses of $48,000, $16,250 for automobile expenses,
$1,000,302 realized upon the exercise of options, and $632,860 realized
upon exercise of options of Inter Parfums,
S.A.
|
10
|
Consists
of $405,801 realized on the exercise of options of Inter Parfums,
S.A.
|
11
|
Consists
of $169,104 realized on the exercise of options of Inter Parfums,
S.A.
|
12
|
Consists
of $429,331 realized on the exercise of options of Inter Parfums,
S.A.
|
13
|
Consists
of $123,157 realized on the exercise of options of Inter Parfums,
S.A.
|
14
|
Consists
of $173,218 realized on the exercise of options of Inter Parfums,
S.A.
|
15
|
Consists
of $600,775 realized on the exercise of options of Inter Parfums,
S.A.
|
16 |
Ms.
Cacci became President of Burberry Fragrances on March 15, 2005 and
left
the company as of June 30, 2006.
|
17 |
Under
the terms of her employment agreement, Ms. Cacci was issued 5,000
restricted shares of Inter Parfums, S.A., to vest ratably over a
three-year period. When she left the employ of Inter Parfums S.A.,
the
vesting restrictions lapsed. During 2006, in lieu of issuance of
such
restricted shares, we paid her the fair market value of such
shares.
|
18 |
Consists
of severance pay of $293,750 and housing allowance of $48,000. Under
the
terms of her employment agreement, Ms. Cacci was granted options
to
purchase 24,200 shares of Inter Parfums, S.A. to vest ratably over
a
three-year period. When she left the employ of Inter Parfums S.A.,
the
vesting restrictions lapsed.
|
19
|
Under
the terms of her employment agreement, the Company paid Ms. Cacci
a
housing allowance of $40,000 and reimbursement of attorneys’ fees of
$47,000.
|
Grants
of Plan-Based Awards
|
||||||||||
Name
|
Grant
Date
|
Estimated
Future Payouts
Under
Non-Equity Incentive Plan Awards
|
Estimated
Future Payouts
Under
Equity Incentive Plan Awards
|
All
Other
Stock
Awards:
Number
of
Shares
of
Stock
or
Units (#)
|
All
Other
Option
Awards:
Number
of
Securities Underlying
Options
(#)
|
Exercise
or
Base
Price
of
Option
Awards
($/Sh)
|
||||
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
|||||
Jean
Madar
|
12/15/06
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
40,000
|
19.655
|
Jean
Madar
|
6/1/2006
*
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
11,000
|
39.96
|
Russell
Greenberg
|
12/15/06
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
25,000
|
19.655
|
Russell
Greenberg
|
6/1/2006
*
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
880
|
39.96
|
Philippe
Benacin
|
12/15/06
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
40,000
|
19.655
|
Philippe
Benacin
|
6/1/2006
*
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
11,000
|
39.96
|
Philippe
Santi
|
12/15/06
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
5,000
|
19.655
|
Philippe
Santi
|
6/1/2006
*
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
6,600
|
39.96
|
Frédéric
Garcia-Pelayo
|
12/15/06
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
5,000
|
19.655
|
Frédéric
Garcia-Pelayo
|
6/1/2006
*
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
11,000
|
39.96
|
Marcella
Cacci
|
NA
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
Option
Awards
|
|||||
Name
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Jean
Madar
|
50,000
|
-0-
|
8.025
|
12/19/07
|
|
50,000
|
-0-
|
23.050
|
12/30/08
|
||
50,000
|
-0-
|
15.390
|
12/09/09
|
||
50,000
|
-0-
|
14.950
|
04/19/10
|
||
40,000
|
-0-
|
19.655
|
12/14/12
|
||
Russell
Greenberg
|
18,000
|
-0-
|
8.025
|
12/19/07
|
|
18,000
|
-0-
|
23.050
|
12/30/08
|
||
25,000
|
-0-
|
15.390
|
12/09/09
|
||
25,000
|
-0-
|
14.950
|
04/19/10
|
||
25,000
|
-0-
|
19.655
|
12/14/12
|
||
Philippe
Benacin
|
50,000
|
-0-
|
8.025
|
12/19/07
|
|
50,000
|
-0-
|
23.050
|
12/30/08
|
||
50,000
|
-0-
|
15.390
|
12/09/09
|
||
50,000
|
-0-
|
14.950
|
04/19/10
|
||
40,000
|
-0-
|
19.655
|
12/14/12
|
||
Philippe
Santi
|
7,500
|
-0-
|
7.850
|
01/23/08
|
|
10,000
|
-0-
|
25.240
|
02/12/09
|
||
7,500
|
-0-
|
15.390
|
12/09/09
|
||
7,500
|
-0-
|
14.950
|
04/19/10
|
||
5,000
|
-0-
|
19.655
|
12/14/12
|
||
Frédéric
Garcia-Pelayo
|
5,000
|
5,000
|
-0-
|
19.655
|
12/14/12
|
Marcella
Cacci
|
-0-
|
-0-
|
-0-
|
NA
|
NA
|
Option
Awards
|
||||
Name
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Option
Exercise
Price
(euros)
|
Option
Expiration
Date
|
Jean
Madar
|
|
12,100
|
18.30
|
08/26/09
|
|
16,940
|
26.70
|
03/25/10
|
|
|
12,100
|
25.00
|
05/26/11
|
|
11,000
|
31.80
|
06/01/12
|
||
Russell
Greenberg
|
3,082
|
|
13.80
|
03/24/07
|
3,297
|
|
19.30
|
04/26/08
|
|
2,662
|
|
11.10
|
08/26/09
|
|
|
1,089
|
18.30
|
08/26/09
|
|
|
968
|
26.70
|
03/25/10
|
|
|
1,210
|
25.00
|
05/26/11
|
|
|
880
|
31.80
|
06/01/12
|
|
Philippe
Benacin
|
5,013
|
|
11.10
|
08/26/09
|
|
12,100
|
18.30
|
08/26/09
|
|
|
16,940
|
26.70
|
03/25/10
|
|
|
12,100
|
25.00
|
05/26/11
|
|
|
11,000
|
31.80
|
06/01/12
|
|
Philippe
Santi
|
8,785
|
|
11.10
|
08/26/09
|
|
6,050
|
18.30
|
08/26/09
|
|
|
8,712
|
26.70
|
03/25/10
|
|
7,260
|
25.00
|
05/26/11
|
|
|
6,600
|
31.80
|
06/01/12
|
|
Frédéric
Garcia-Pelayo
|
4,226
|
|
19.30
|
04/26/08
|
8,785
|
|
11.10
|
08/26/09
|
|
|
6,050
|
18.30
|
08/26/09
|
|
|
8,712
|
26.70
|
03/25/10
|
|
|
7,260
|
25.00
|
05/26/11
|
|
|
11,000
|
31.80
|
06/01/12
|
|
Marcella
Cacci
|
24,200
|
|
25.00
|
05/26/11
|
OPTION
EXERCISES AND STOCK VESTED
|
||||
Option
Awards
|
Stock
Awards
|
|||
Name
|
Number
of
Shares
Acquired
on
Exercise
(#)
|
Value
Realized
on
Exercise
($)1
|
Number
of
Shares
Acquired
on
Vesting
(#)
|
Value
Realized
On
Vesting
($)
|
Jean
Madar2
|
50,000
|
654,000
|
-0-
|
-0-
|
Russell
Greenberg
|
18,000
|
235,000
|
-0-
|
-0-
|
Philippe
Benacin2
|
50,000
|
654,000
|
-0-
|
-0-
|
Philippe
Santi
|
-0-
|
-0-
|
-0-
|
-0-
|
Frédéric
Garcia-Pelayo
|
-0-
|
-0-
|
-0-
|
-0-
|
Marcella
Cacci
|
-0-
|
-0-
|
-0-
|
-0-
|
1
|
Total
value realized on exercise of options in dollars is based upon the
difference between the fair market value of the common stock on the
date
of exercise, and the exercise price of the option, or the fair market
value of the net amount of shares received upon exercise of
options.
|
2 |
In
November 2006 both the Chief Executive Officer and the President
exercised
an aggregate of 100,000 outstanding stock options of the Company’s common
stock. The aggregate exercise prices of $0.8 million in 2006, were
paid by
them tendering to the Company in 2006 an aggregate of 37,278 of the
Company’s common stock, previously owned by them, valued at fair market
value on the date of exercise. All shares issued pursuant to these
option
exercises were issued from treasury stock of the Company. In addition,
the
Chief Executive Officer tendered in 2006 an additional 7,840 shares,
respectively, for payment of certain withholding taxes resulting
from his
option exercise.
|
OPTION
EXERCISES AND STOCK VESTED
|
||||
Option
Awards
|
Stock
Awards
|
|||
Name
|
Number
of
Shares
Acquired
on
Exercise
(#)
|
Value
Realized
on
Exercise
($)1
|
Number
of
Shares
Acquired
on
Vesting
(#)
|
Value
Realized
On
Vesting
($)
|
Jean
Madar
|
17,303
|
743,669
|
-0-
|
-0-
|
Jean
Madar
|
17,577
|
755,444
|
-0-
|
-0-
|
Jean
Madar
|
19,110
|
821,331
|
-0-
|
-0-
|
Russell
Greenberg
|
1,841
|
67,000
|
-0-
|
-0-
|
Philippe
Benacin
|
6,027
|
274,388
|
-0-
|
-0-
|
Philippe
Benacin
|
6,263
|
285,714
|
-0-
|
-0-
|
Philippe
Santi
|
4,000
|
181,970
|
-0-
|
-0-
|
Philippe
Santi
|
497
|
21,236
|
-0-
|
-0-
|
Philippe
Santi
|
4,729
|
202,595
|
-0-
|
-0-
|
Frédéric
Garcia-Pelayo
|
363
|
15,410
|
-0-
|
-0-
|
Frédéric
Garcia-Pelayo
|
400
|
17,086
|
-0-
|
-0-
|
Frédéric
Garcia-Pelayo
|
5,000
|
227,463
|
-0-
|
-0-
|
Marcella
Cacci
|
-0-
|
-0-
|
5,000
|
217,000
|
1
|
Total
value realized on exercise of options in dollars is based upon the
difference between the fair market value of the common stock on the
date
of exercise, and the exercise price of the
option.
|
Name
|
Plan
Name
|
Number
of
Years
Credited
Service
(#)
|
Present
Value
of
Accumulated
Benefit
($)
|
Payments
During
Last
Fiscal
Year
($)
|
Jean
Madar
|
NA
|
NA
|
-0-
|
-0-
|
Russell
Greenberg
|
NA
|
NA
|
-0-
|
-0-
|
Philippe
Benacin
|
Inter
Parfums SA Pension Plan
|
NA
|
59,800
euros
|
8,797
|
Philippe
Santi
|
Inter
Parfums SA Pension Plan
|
NA
|
59,800
euros
|
8,797
|
Frédéric
Garcia-Pelayo
|
Inter
Parfums SA Pension Plan
|
NA
|
59,800
euros
|
8,797
|
Marcella
Cacci
|
NA
|
NA
|
-0-
|
-0-
|
DIRECTOR
COMPENSATION
|
|||||||
Name
|
Fees
Earned
or
Paid
in
Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Change
in
Pension
Value
and
Nonqualified
Deferred
Compensation
Earnings
|
All
Other
Compensation
($)9
|
Total
($)
|
Francois
Heilbronn1
|
6,000
|
-0-
|
6,300
|
-0-
|
-0-
|
23,285
|
35,585
|
Joseph
A. Caccamo 2
|
4,000
|
-0-
|
25,200
|
-0-
|
-0-
|
47,920
|
77,12010
|
Jean
Levy3
|
5,000
|
-0-
|
6,300
|
-0-
|
-0-
|
12,535
|
23,835
|
Robert
Bensoussan-Torres4
|
5,000
|
-0-
|
6,300
|
-0-
|
-0-
|
12,535
|
23,835
|
Jean
Cailliau5
|
4,000
|
-0-
|
6,300
|
-0-
|
-0-
|
13,066
|
23,366
|
Serge
Rosinoer6
|
3,000
|
-0-
|
6,300
|
-0-
|
-0-
|
-0-
|
9,300
|
Patrick
Choël7
|
13,054
|
-0-
|
9,500
|
-0-
|
-0-
|
-0-
|
24,554
|
Daniel
Piette8
|
-0-
|
-0-
|
6,300
|
-0-
|
-0-
|
18,221
|
24,521
|
Name
and Address
of
Beneficial Owner
|
Amount
of Beneficial Ownership1
|
Approximate
Percent of Class
|
Jean
Madar
c/o
Inter Parfums, S.A.
4,
Rond Point Des Champs Elysees
75008
Paris, France
|
5,841,8562
|
28.6%
|
Philippe
Benacin
c/o
Inter Parfums, S.A.
4,
Rond Point Des Champs Elysees
75008
Paris, France
|
5,779,4143
|
28.0%
|
Russell
Greenberg
c/o
Inter Parfums, Inc.
551
Fifth Avenue
New
York, NY 10176
|
91,0004
|
Less
than 1%
|
Francois
Heilbronn
60
Avenue de Breteuil
75007
Paris, France
|
23,3375
|
Less
than 1%
|
Joseph
A. Caccamo, Esq.
GrayRobinson,
P.A.
401
East Las Olas Blvd., Ste. 1850
Ft.
Lauderdale, FL 33301
|
12,0006
|
Less
than 1%
|
Jean
Levy
Chez
Axcess Groupe
8
rue de Berri
75008
Paris, France
|
5,0007
|
Less
than 1%
|
Robert
Bensoussan-Torres
8
Bramerton Street
SW3
5JX
London,
England
|
11,0008
|
Less
than 1%
|
Jean
Cailliau
L
Capital Management
22,
avenue Montaigne
75008,
Paris, France
|
4,0009
|
Less
than 1%
|
Philippe
Santi
Inter
Parfums, S.A.
4,
Rond Point Des Champs Elysees
75008,
Paris France
|
32,50010
|
Less
than 1%
|
Serge
Rosinoer
14
rue LeSueur
75116
Paris, France
|
9,70011
|
Less
than 1%
|
Patrick
Choël
Universite
-82
7
rue de Talleyrand
75007,
Paris, France
|
-0-
|
NA
|
Frederic
Garcia-Pelayo
Inter
Parfums, S.A.
4,
Rond Point Des Champs Elysees
75008,
Paris France
|
-0-
|
NA
|
Jack
Ayer
Inter
Parfums, S.A.
4,
Rond Point Des Champs Elysees
75008,
Paris France
|
-0-
|
NA
|
Axel
Marot
Inter
Parfums, S.A.
4,
Rond Point Des Champs Elysees
75008,
Paris France
|
-0-
|
NA
|
Royce
& Associates, LLC12
1414
Avenue of the Americas
New
York, NY 10019
|
2,178,800
|
10.7%
|
Independence
Investments, LLC13
551
Fifth Avenue
New
York, NY 10176
|
1,204,686
|
5.9%
|
All
Directors and Officers
As
a Group 16 Persons)
|
11,809,80714
|
56.3%
|
Plan
category
|
Number
of
securities
to
be
issued
upon
exercise
of
outstanding
options,
warrants
and
rights
(a)
|
Weighted-average
exercise
price of
outstanding
options,
warrants
and
rights
(b)
|
Number
of securities
remaining
available
for
future
issuance
under
equity
compensation
plans
(excluding
securities
reflected
in
column
(a))
(c)
|
Equity
compensation plans approved by security holders
|
867,600
|
16.53
|
874,429
|
Equity
compensation plans not approved by security holders
|
-0-
|
N/A
|
-0-
|
Total
|
867,600
|
16.53
|
875,429
|
(a)(1)
|
Financial
Statements annexed hereto
|
Page
No.
|
Report
of Independent Registered Public Accounting Firm
|
F-2
|
|
Consolidated
Balance Sheets as of December 31, 2006 and
December 31, 2005
|
F-3
|
|
Consolidated
Statements of Income for each of the years in the three-year period
ended
December 31, 2006
|
F-4
|
|
Consolidated
Statements of Changes in Shareholders’ Equity and Comprehensive Income for
each of the years in the three-year period ended December 31,
2006
|
F-5
|
|
Consolidated
Statements of Cash Flows for each of the years in the three-year
period
ended December 31, 2006
|
F-6
|
|
Notes
to Consolidated Financial Statements
|
F-7
|
|
(a)(2)
|
Financial
Statement Schedules annexed hereto:
|
|
Schedule
II - Valuation and Qualifying Accounts
|
F-24
|
|
Schedules
other than those referred to above have been
omitted as the conditions requiring their filing
are not present or the information has been presented
elsewhere in the consolidated financial statements.
|
Exhibit
No.
|
Description
|
10.25
|
Employment
Agreement between the Company and Philippe Benacin dated July 29,
1991
|
Exhibit
No.
|
Description
|
10.26
|
Lease
for portion of 15th Floor, 551 Fifth Avenue, New York, New
York
|
Exhibit
No.
|
Description
|
3.3
|
Articles
of Incorporation of Inter Parfums Holdings, S.A.
|
3.3.1
|
English
Translation of Exhibit no. 3.3, Articles of Incorporation of Inter
Parfums
Holding, S.A.
|
3.4
|
Articles
of Incorporation of Inter Parfums, S.A.
|
3.4.1
|
English
Translation of Exhibit no. 3.4, Articles of Incorporation of Inter
Parfums, S.A.
|
10.52
|
Lease
for portion of 4, Rond Point Des Champs Des Elysees dated September
30,
1993
|
10.52.1
|
English
translation of Exhibit no. 10.52, Lease for portion of 4, Rond Point
Des
Champs Des Elysees dated September 30, 1993
|
10.53
|
Lease
for portion of 4, Rond Point Des Champs Des Elysees dated March 2,
1994
|
10.53.1
|
English
translation of Exhibit no. 1053, Lease for portion of 4, Rond Point
Des
Champs Des Elysees dated March 2,
1994
|
Exhibit
No.
|
Description
|
10.59
|
Modification
of Lease Agreement dated June 17, 1994 between Metropolitan Life
Insurance
Company and Jean Philippe Fragrances,
Inc.
|
Exhibit
No.
|
Description
|
10.61
|
Lease
for 60 Stults Road, South Brunswick, NJ between Forsgate Industrial
Complex, a limited partnership, and Jean Philippe Fragrances, Inc.
dated
July 10, 1995
|
Exhibit
No.
|
Description
|
10.67
|
Second
Modification of Lease made as of the 30th
day of April, 1997 between Metropolitan Life Insurance Company as
landlord
and Jean Philippe Fragrances, Inc. as tenant
|
10.69
|
Exclusive
License Agreement dated June 20, 1997 between S.T. Dupont, S.A. and
Inter
Parfums (English translation, excised
form)
|
Exhibit
No.
|
Description
|
3.2
|
Amended
and Restated By-laws
|
4.17
|
1997
Nonemployee Director Stock Option
Plan
|
10.70
|
License
Agreement among Paul Smith Limited, Inter Parfums, S.A. and Jean-Philippe
Fragrances, Inc. (Certain confidential information in this Exhibit
10.70
was omitted and filed separately with the Securities and Exchange
Commission with a request for confidential treatment by Inter Parfums,
Inc).
|
10.71
|
License
Agreement between Christian LaCroix, a division of Group LVMH and
Inter
Parfums, S.A. (English translation) (Certain confidential information
in
this Exhibit 10.71 was omitted and filed separately with the Securities
and Exchange Commission with a request for confidential treatment
by Inter
Parfums, Inc).
|
Exhibit
No.
|
Description
|
3.1.4
|
Amendment
to the Company's Restated Certificate of Incorporation, as amended,
dated
July 13, 1999 (listed therein as
3.1(d)
|
Exhibit
No.
|
Description
|
10.76
|
Celine
License Agreement (Certain confidential information in this Exhibit
10.76
was omitted and filed separately with the Securities and Exchange
Commission with a request for confidential treatment by Inter Parfums,
Inc).
|
10.76.1
|
Celine
License Agreement (English translation) (Certain confidential information
in this Exhibit 10.76.1 was omitted and filed separately with the
Securities and Exchange Commission with a request for confidential
treatment by Inter Parfums, Inc).
|
Exhibit
No.
|
Description
|
3.1.5
|
Amendment
to the Company's Restated Certificate of Incorporation, as amended,
dated
12 July 2000 (listed therein as
3.1(e))
|
Exhibit
No.
|
Description
|
3.1.1
|
Restated
Certificate of Incorporation dated September 3, 1987
|
3.1.2
|
Amendment
to the Company's Restated Certificate of Incorporation dated July
31,
1992
|
3.1.3
|
Amendment
to the Company's Restated Certificate of Incorporation dated July
9,
1993
|
4.19
|
2000
Nonemployee Director Stock Option Plan
|
10.79
|
Bail
[Lease] for 18 avenue Franklin Roosevelt, Paris France [French
Original]
|
10.79.1
|
Bail
[Lease] for 18 avenue Franklin Roosevelt, Paris France [English
Translation]
|
10.80
|
Credit
Lyonnais Letter Agreement dated 22 March 2001 - [French
Original]
|
10.80.1
|
Credit
Lyonnais Letter Agreement dated 22 March 2001 - [English
Translation]
|
10.81
|
Barclays
Bank Letter Agreement dated 4 June 1998 - [French
Original]
|
10.81.1
|
Barclays
Bank Letter Agreement dated 4 June 1998 - [English
Translation]
|
10.82
|
Banque
OBC Odier Bungener Courvoisier Letter Agreement one dated 31 July
1998 -
[French Original]
|
10.82.2
|
Banque
OBC Odier Bungener Courvoisier Letter Agreement one dated 31 July
1998 -
[English Translation]
|
10.83
|
Banque
OBC Odier Bungener Courvoisier Letter Agreement two dated 31 July
1998 -
[French Original]
|
10.83.2
|
Banque
OBC Odier Bungener Courvoisier Letter Agreement two dated 31 July
1998 -
[English Translation]
|
10.84
|
Banque
Worms Letter Agreement dated 22 December 1997 - [French
Original]
|
10.84.1
|
Banque
Worms Letter Agreement dated 22 December 1997 - [English
Translation]
|
10.85
|
Credit
Agricole ile de France Letter Agreement dated 19 June 1996 - [French
Original]
|
10.85.1
|
Credit
Agricole ile de France Letter Agreement dated 19 June 1996 - [English
Translation]
|
Exhibit
No.
|
Description
|
3.2
|
Amended
and Restated By-laws
|
4.20
|
1999
Stock Option Plan, as amended
|
Exhibit
No.
|
Description
|
10.90
|
Agreement
dated 29th day of May, 2002, among Diane Von Furstenberg Studio,
L.P.,
Inter Parfums USA, LLC and Inter Parfums, Inc. (Certain
confidential information in this Exhibit 10.90 was omitted and filed
separately with the Securities and Exchange Commission with a request
for
confidential treatment by Inter Parfums,
Inc)
|
Exhibit
No.
|
Description
|
19.92
|
Third
Modification of Lease dated June 17, 2002 between Metropolitan Life
Insurance Company, and Jean Philippe Fragrances,
LLC
|
Exhibit
No.
|
Description
|
10.97
|
Agreement
dated as of August 8, 2003 between HSBC Bank USA and Jean Philippe
Fragrances, LLC
|
Exhibit
No.
|
Description
|
16.
|
Letter
of Eisner LLP dated January 7, 2004
|
Exhibit
No.
|
Description
|
16.
|
Letter
of Eisner LLP dated January 16,
2004
|
Exhibit
No.
|
Description
|
10.99
|
Agreement
between Inter Parfums, S.A. and Credit Lyonnais dated 28 November
2003-
French original
|
10.99.1
|
Agreement
between Inter Parfums, S.A. and Credit Lyonnais dated 28 November
2003-English translation
|
10.100
|
Line
of Credit Agreement between The Banque OBC-Odier Bungener Courvoisier
and
Inter Parfums, S.A dated 29 October 2003- French
original
|
10.100.1
|
Line
of Credit Agreement between The Banque OBC-Odier Bungener Courvoisier
and
Inter Parfums, S.A dated 29 October 2003- English
translation
|
14
|
Code
of Business Conduct
|
31
|
Certification
Required by Rule 13a-14
|
32
|
Certification
Required by Section 906 of the Sarbanes-Oxley
Act
|
Exhibit
No.
|
Description
|
2.2
|
Offer
for purchase and sale of stock of the Nickel S.A. Company under conditions
precedent among Inter Parfums S.A. and Philippe Dumont et al dated
March
29, 2004- French original
|
2.2.1
|
Offer
for purchase and sale of stock of the Nickel S.A. Company under conditions
precedent among Inter Parfums S.A. and Philippe Dumont et al dated
March
29, 2004- English translation
|
2.3
|
Agreement
for Sale of Equity Capital with Condition Precedent dated
March
29, 2004- French original
|
2.3.1
|
Agreement
for Sale of Equity Capital with Condition Precedent dated March 29,
2004-
English Translation
|
10.101
|
Shareholders
Agreement from Nickel SA Company dated March 29, 2004- French
original
|
10.101.1
|
Shareholders
Agreement from Nickel SA Company dated March 29, 2004-English
translation
|
10.102
|
Agreement
between BNP Paribas and Inter Parfums SA dated March 17, 2004- French
Original
|
10.102.1
|
Agreement
between BNP Paribas and Inter Parfums SA dated March 17, 2004- English
translations
|
Exhibit
No.
|
Description
|
4.21
|
2004
Nonemployee Director Stock Option Plan
|
4.22
|
2004
Stock Option Plan
|
Exhibit
No.
|
Description
|
3.1.6
|
Amendment
to Certificate of Incorporation dated 6 August 2004
|
10.104
|
Lease
dated as of 1 March 2001 for 300 West 14th
Street, New York, NY
|
10.105
|
Loan
Contract dated 12 July 2004 between Credit Lyonnais and Inter Parfums,
S.A. (French Original)
|
10.105.1
|
Loan
Contract dated 12 July 2004 between Credit Lyonnais and Inter Parfums,
S.A. (English Translation)
|
10.106
|
Lease
effective as of 1 April 2004 for 4-6 Rond Point des Champs Elysees,
Ground
and 1st Floor, Paris, France (French Original)
|
10.106.1
|
Lease
effective as of 1 April 2004 for 4-6 Rond Point des Champs Elysees,
Ground
and 1st Floor, Paris, France (English Translation)
|
10.107
|
Lease
effective as of 1 April 2004 for 4-6 Rond Point des Champs Elysees,
5th
Floor-Left, Paris, France (French Original)
|
10.107.1
|
Lease
effective as of 1 April 2004 for 4-6 Rond Point des Champs Elysees,
5th
Floor-Left, Paris, France (English Translation)
|
10.108
|
Lease
effective as of 1 April 2004 for 4-6 Rond Point des Champs Elysees,
6th
Floor-Right, Paris, France (French Original)
|
10.108.1
|
Lease
effective as of 1 April 2004 for 4-6 Rond Point des Champs Elysees,
6th
Floor-Right, Paris, France (English
Translation)
|
Exhibit
No.
|
Description
|
10.109
|
Lease
For Asnieres (92600) — 107, Quai Du Docteur Dervaux, (French
Original)
|
10.109.1
|
Lease
For Asnieres (92600) — 107, Quai Du Docteur Dervaux, (English
Translation)
|
10.110
|
Lease
For 48 Rue Des Francs-Bourgeois, In Paris, 3rd
District
(French Original)
|
10.110.1
|
Lease
For 48 Rue Des Francs-Bourgeois, In Paris,, 3rd
District
(English Translation)
|
10.112
|
Confidential
Treatment Agreement among Burberry Ltd., Inter Parfums, S.A., Inter
Parfums, Inc. and LV Capital USA, Inc., et al., dated 12 October
2004
|
10.113
|
Indemnity
Agreement among Burberry Ltd., Inter Parfums, S.A. and Inter Parfums,
Inc.
dated 12 October 2004
|
Exhibit
No.
|
Description
|
10.111
|
Licence
Agreement among Burberry Ltd., Inter Parfums, S.A. and Inter Parfums,
Inc.
dated 12 October 2004 (Certain confidential information in Exhibit
10.111
has been omitted and filed separately with the Securities and Exchange
Commission with a request for confidential treatment by Inter Parfums,
Inc.).
|
Exhibit
No.
|
Description
|
10.114
|
Employment
Agreement Dated February 8, 2005 Between Inter Parfums, Inc. and
Marcella
Cacci (Certain
confidential information in this Exhibit 10.114 was omitted and filed
separately with the Securities and Exchange Commission with a request
for
confidential treatment by Inter Parfums, Inc).
|
10.115
|
Agreement
dated July 29, 2004 between Credit Lyonnais and Groupe Inter Parfums
(French Original)
|
10.115.1
|
Agreement
dated July 29, 2004 between Credit Lyonnais and Groupe Inter Parfums
(English Translation)
|
10.116
|
Logistics
Service Contract (effective January 1, 2005) between Inter Parfums,
S.A.
and Sagatrans (French Original)
|
10.116.1
|
Logistics
Service Contract (effective January 1, 2005) between Inter Parfums,
S.A.
and Sagatrans (English Translation)
|
10.117
|
Agreement
dated July 29, 2004 between HSBC Bank USA and Jean Philippe Fragrances,
LLC
|
21
|
List
of Subsidiaries
|
23.1
|
Consent
of Mazars LLP
|
23.2
|
Consent
of KPMG LLP
|
23.3
|
Consent
of Eisner LLP
|
23.4
|
Consent
of KPMG Audit, a division of KPMG S.A.
|
31
|
Certification
Required by Rule 13a-14
|
32
|
Certification
Required by Section 906 of the Sarbanes-Oxley
Act
|
23.1
|
Consent
of Mazars LLP
|
23.2
|
Consent
of KPMG LLP
|
23.3
|
Consent
of Eisner LLP
|
23.4
|
Consent
of KPMG Audit, a division of KPMG S.A.
|
24
|
Power
of Attorney
|
31
|
Certification
Required by Rule 13a-14
|
32
|
Certification
Required by Section 906 of the Sarbanes-Oxley
Act
|
Exhibit
No.
|
Description
|
10.118
|
Agreement
dated July 14, 2005 by and among The Gap, Inc., Banana Republic LLC,
Gap
(Apparel) LLC, Gap (ITM), Inc., Banana Republic (Apparel) LLC, Banana
Republic (ITM), Inc., Gap (Puerto Rico), Inc., and Gap (Canada) Inc.,
together with their subsidiaries who operate stores on the one hand
and
Inter Parfums, Inc. and its wholly-owned subsidiary Inter Parfums
USA,
LLC. (Certain confidential information in this Exhibit 10.118 was
omitted
and filed separately with the Securities and Exchange Commission
with a
request for confidential treatment by Inter Parfums,
Inc).
|
10.119
|
Renouvellement
de Bail Commercial entre Civile Immobiliere du 4/6 Rond Point des
Champs
Elysees et Inter Parfums, S.A., 30 Jun 2005, Locaux 4 eme etage droite
(French original)
|
10.119.1
|
Renouvellement
de Bail Commercial entre Civile Immobiliere du 4/6 Rond Point des
Champs
Elysees et Inter Parfums, S.A., 30 Jun 2005, Locaux 4 eme etage droite
(English translation)
|
10.120
|
Renouvellement
de Bail Commercial entre Civile Immobiliere du 4/6 Rond Point des
Champs
Elysees et Inter Parfums, S.A., 30 Jun 2005, Locaux 4 eme etage gauche
(French original)
|
10.120.1
|
Renouvellement
de Bail Commercial entre Civile Immobiliere du 4/6 Rond Point des
Champs
Elysees et Inter Parfums, S.A., 30 Jun 2005, Locaux 4 eme etage gauche
(English translation)
|
Exhibit
No.
|
Description
|
10.121
|
Referred
to as Exhibit 10.1 in the Form 8-K, Form of Underwriting Agreement,
incorporated by reference to Exhibit 1 to the Registration Statement
on
Form S-3, registration number 333-128170, as filed September 8,
2005.
|
Exhibit
No.
|
Description
|
10.122
|
Agreement
dated July 31, 2005 between HSBC Bank USA and Jean Philippe Fragrances,
LLC
|
10.123
|
Bail
Commercial, 39 Avenue Franklin Roosevelt, 75008 Paris, eme etage,
dated
December 15, 2005 [French original]
|
10.123.1
|
Commercial
Lease, 39 Avenue Franklin Roosevelt, 75008 Paris, 2nd
Floor, dated December 15, 2005 [English translation]
|
10.124
|
Fourth
Modification of Lease, portion of 15th
Floor, 551 Fifth Avenue, New York, New York
|
10.125
|
Addendum
effective March 2, 2006 to Agreement dated July 14, 2005 by and among
The
Gap, Inc., Banana Republic LLC, Gap (Apparel) LLC, Gap (ITM), Inc., Banana
Republic (Apparel) LLC, Banana Republic (ITM), Inc., Gap (Puerto
Rico),
Inc., and Gap (Canada) Inc., together with their subsidiaries who
operate
stores on the one hand and Inter Parfums, Inc. and its wholly-owned
subsidiary Inter Parfums USA, LLC. (Certain confidential information
in
this Exhibit 10.125 was omitted and filed separately with the Securities
and Exchange Commission with a request for confidential treatment
by Inter
Parfums, Inc).
|
21
|
List
of Subsidiaries
|
23.1
|
Consent
of Mazars LLP
|
23.2
|
Consent
of KPMG LLP
|
31.1
|
Certification
Required by Rule 13a-14 of Chief Executive Officer
|
31.2
|
Certification
Required by Rule 13a-14 of Chief Finiancial Officer
|
32
|
Certification
Required by Section 906 of the Sarbanes-Oxley
Act
|
Exhibit
No.
|
Description
|
10.126
|
Contrat
de Licence de Marques entre QS Holdings SARL and Inter Parfums, S.A.,
executed on 23 March 2006 - French original (Certain confidential
information in this Exhibit 10.126 was omitted and filed separately
with
the Securities and Exchange Commission with a request for confidential
treatment by Inter Parfums, Inc).
|
10.126.1
|
Trademark
License Agreement between QS Holdings SARL and Inter Parfums, S.A.,
executed on 23 March 2006 - English translation (Certain confidential
information in this Exhibit 10.126.1 was omitted and filed separately
with
the Securities and Exchange Commission with a request for confidential
treatment by Inter Parfums, Inc).
|
10.127
|
Avenant
No. 1 Au Contrat de Licence Exclusive du 20 Juin 1997 entre ST Dupont,
S.A. et Inter Parfums, S.A., dated 20 March 2006- French original
(Certain
confidential information in this Exhibit 10.127 was omitted and filed
separately with the Securities and Exchange Commission with a request
for
confidential treatment by Inter Parfums, Inc).
|
10.127.1
|
Amendment
No.1 to Exclusive License of 20 June 1997 between ST Dupont, S.A.
et Inter
Parfums, S.A., dated 20 March 2006- English translation (Certain
confidential information in this Exhibit 10.127.1 was omitted and
filed
separately with the Securities and Exchange Commission with a request
for
confidential treatment by Inter Parfums,
Inc).
|
Exhibit
No.
|
Description
|
4.21.1
|
Amendment
to the Company’s 2004 Nonemployee Director Stock Option
Plan
|
Exhibit
No.
|
Description
|
10.128
|
License
Agreement Between Van Cleef & Arpels Logistics SA, and Inter Parfums,
S.A., entered into on June 19, 2006 (Certain
confidential information in this Exhibit 10.128 was omitted and filed
separately with the Securities and Exchange Commission with a request
for
confidential treatment by Inter Parfums, Inc).
|
10.128.1
|
Addendum
No. 1 to License Agreement Between Van Cleef & Arpels Logistics SA,
and Inter Parfums, S.A
|
Exhibit
No.
|
Description
|
3.5
|
Articles
of Incorporation of Inter Parfums, Limited
|
4.23
|
Form
of Option Agreement for Options Granted to Executive Officers on
December
15, 2006 with Schedule Option Holders and Number of Options
Granted
|
21
|
List
of Subsidiaries
|
23
|
Consent
of Mazars LLP
|
31.1
|
Certification
Required by Rule 13a-14 of Chief Executive Officer
|
31.2
|
Certification
Required by Rule 13a-14 of Chief Financial Officer
|
32
|
Certification
Required by Section 906 of the Sarbanes-Oxley
Act
|
Page | |
Report
of Independent Registered Public Accounting Firm
|
F-2
|
Audited
Financial Statements:
|
|
Consolidated
Balance Sheets as of December 31, 2006 and 2005
|
F-3
|
Consolidated
Statements of Income for each of the years in the three-year period
ended
December 31, 2006
|
F-4
|
Consolidated
Statements of Changes in Shareholders’ Equity and Comprehensive Income for
each of the years in the three-year period ended December 31,
2006
|
F-5
|
Consolidated
Statements of Cash Flows for each of the years in the three-year
period
ended December 31, 2006
|
F-6
|
Notes
to Consolidated Financial Statements
|
F-7
|
Financial
Statement Schedule:
|
|
|
|
Schedule
II - Valuation and Qualifying Accounts
|
F-24
|
INTER
PARFUMS, INC. AND SUBSIDIARIES
|
|||||||
Consolidated
Balance Sheets
|
|||||||
December 31,
2006 and 2005
|
|||||||
(In
thousands except share and per share data)
|
|||||||
Assets
|
2006
|
2005
|
|||||
Current
assets:
|
|||||||
Cash
and cash equivalents
|
$
|
58,247
|
$
|
42,132
|
|||
Short-term
investments
|
12,800
|
17,400
|
|||||
Accounts
receivable, net
|
110,251
|
82,231
|
|||||
Inventories
(note 4)
|
69,537
|
48,631
|
|||||
Receivables,
other
|
2,481
|
2,119
|
|||||
Other
current assets
|
6,137
|
4,213
|
|||||
Income
tax receivable
|
370
|
104
|
|||||
Deferred
tax assets (note 12)
|
2,494
|
3,011
|
|||||
Total
current assets
|
262,317
|
199,841
|
|||||
Equipment
and leasehold improvements, net (note 5)
|
6,806
|
4,600
|
|||||
Trademarks,
licenses and other intangible assets, net (notes 2, 6 and
9)
|
58,342
|
31,371
|
|||||
Goodwill
(note 3)
|
4,978
|
4,476
|
|||||
Other
assets
|
602
|
622
|
|||||
Total
assets
|
$
|
333,045
|
$
|
240,910
|
|||
Liabilities
and Shareholders’ Equity
|
|||||||
Current
liabilities:
|
|||||||
Loans
payable - banks (note 7)
|
$
|
6,033
|
$
|
989
|
|||
Current
portion of long-term debt (note 8)
|
4,214
|
3,775
|
|||||
Accounts
payable - trade
|
58,748
|
40,359
|
|||||
Accrued
expenses
|
52,637
|
21,555
|
|||||
Income
taxes payable
|
1,325
|
1,269
|
|||||
Dividends
payable
|
813
|
810
|
|||||
Total
current liabilities
|
123,770
|
68,757
|
|||||
Deferred
tax liability (note 12)
|
2,111
|
1,783
|
|||||
Long-term
debt, less current portion (note 8)
|
6,555
|
9,437
|
|||||
Put
option (note 3)
|
1,262
|
743
|
|||||
Minority
interest
|
44,075
|
32,463
|
|||||
Commitments
and contingencies (note 9)
|
|||||||
Shareholders’
equity (note 10):
|
|||||||
Preferred
stock, $0.001 par value. Authorized 1,000,000 shares;
|
|||||||
none
issued
|
|||||||
Common
stock, $0.001 par value. Authorized 100,000,000 shares;
|
|||||||
outstanding
20,434,792 and 20,252,310 shares,
|
|||||||
at
December 31, 2006 and 2005, respectively
|
20
|
20
|
|||||
Additional
paid-in capital
|
38,096
|
36,640
|
|||||
Retained
earnings
|
127,834
|
112,802
|
|||||
Accumulated
other comprehensive income
|
15,170
|
3,574
|
|||||
Treasury
stock, at cost, 6,247,886 and 6,302,768 common shares
|
|||||||
at
December 31, 2006 and 2005, respectively
|
(25,848
|
)
|
(25,309
|
)
|
|||
Total
shareholders’ equity
|
155,272
|
127,727
|
|||||
Total
liabilities and shareholders’ equity
|
$
|
333,045
|
$
|
240,910
|
|||
See
accompanying notes to consolidated financial statements.
|
INTER
PARFUMS, INC. AND SUBSIDIARIES
|
||||||||||
Consolidated
Statements of Income
|
||||||||||
Years
ended December 31, 2006, 2005, and 2004
|
||||||||||
(In
thousands except share and per share data)
|
||||||||||
2006
|
2005
|
2004
|
||||||||
Net
sales
|
$
|
321,054
|
$
|
273,533
|
$
|
236,047
|
||||
Cost
of sales
|
143,855
|
115,827
|
113,988
|
|||||||
Gross
margin
|
177,199
|
157,706
|
122,059
|
|||||||
Selling,
general, and administrative
|
141,074
|
126,353
|
89,516
|
|||||||
Income
from operations
|
36,125
|
31,353
|
32,543
|
|||||||
Other
expenses (income):
|
||||||||||
Interest
expense
|
1,797
|
970
|
798
|
|||||||
(Gain)
loss on foreign currency
|
(172
|
)
|
296
|
360
|
||||||
Interest
and dividend income
|
(2,303
|
)
|
(1,194
|
)
|
(782
|
)
|
||||
(Gain)
loss on subsidiary’s issuance of stock
|
(332
|
)
|
(443
|
)
|
529
|
|||||
(1,010
|
)
|
(371
|
)
|
905
|
||||||
Income
before income taxes and
|
||||||||||
minority
interest
|
37,135
|
31,724
|
31,638
|
|||||||
Income
taxes
|
13,201
|
11,133
|
11,542
|
|||||||
Income
before minority interest
|
23,934
|
20,591
|
20,096
|
|||||||
Minority
interest in net income of consolidated
|
||||||||||
subsidiary
|
6,192
|
5,328
|
4,393
|
|||||||
Net
income
|
$
|
17,742
|
$
|
15,263
|
$
|
15,703
|
||||
Net
income per share:
|
||||||||||
Basic
|
$
|
0.87
|
$
|
0.76
|
$
|
0.82
|
||||
Diluted
|
0.86
|
0.75
|
0.77
|
|||||||
Weighted
average number of shares outstanding:
|
||||||||||
Basic
|
20,324,309
|
20,078,424
|
19,204,768
|
|||||||
Diluted
|
20,568,492
|
20,486,583
|
20,494,038
|
|||||||
See
accompanying notes to consolidated financial statements.
|
INTER
PARFUMS, INC. AND SUBSIDIARIES
|
||||||||||||||||||||||||||||
Consolidated
Statements of Changes in Shareholders’ Equity and Comprehensive
Income
|
||||||||||||||||||||||||||||
Years
ended December 31, 2006, 2005, and 2004
|
||||||||||||||||||||||||||||
(In
thousands except share data)
|
||||||||||||||||||||||||||||
Accumulated
|
||||||||||||||||||||||||||||
Additional
|
other
|
|||||||||||||||||||||||||||
Common
stock
|
paid-in
|
Retained
|
Comprehensive
|
comprehensive
|
Treasury
stock
|
|||||||||||||||||||||||
Shares
|
Amount
|
capital
|
earnings
|
income
|
income
|
Shares
|
Amount
|
Total
|
||||||||||||||||||||
Balance
– January 1, 2004
|
19,164,186
|
$
|
19
|
$
|
34,363
|
$
|
87,376
|
$
|
9,404
|
|
7,180,579
|
$
|
(26,246
|
)
|
$
|
104,916
|
||||||||||||
Comprehensive
income:
|
||||||||||||||||||||||||||||
Net
income
|
—
|
—
|
—
|
15,703
|
$
|
15,703
|
—
|
—
|
—
|
15,703
|
||||||||||||||||||
Foreign
currency translation adjustments
|
—
|
—
|
—
|
—
|
6,919
|
6,919
|
—
|
—
|
6,919
|
|||||||||||||||||||
Change
in fair value of derivatives
|
—
|
—
|
—
|
—
|
108
|
108
|
—
|
—
|
108
|
|||||||||||||||||||
Total
comprehensive income
|
$
|
22,730
|
||||||||||||||||||||||||||
Dividends
|
—
|
—
|
—
|
(2,307
|
)
|
—
|
—
|
—
|
(2,307
|
)
|
||||||||||||||||||
Shares
issued upon exercise of stock options (including income tax benefit
of $900)
|
262,663
|
—
|
1,175
|
—
|
—
|
(163,000
|
)
|
596
|
1,771
|
|||||||||||||||||||
Shares
received as proceeds of option exercises
|
(46,932
|
)
|
—
|
—
|
—
|
—
|
46,932
|
(601
|
)
|
(601
|
)
|
|||||||||||||||||
Balance
– December 31, 2004
|
19,379,917
|
19
|
35,538
|
100,772
|
16,431
|
7,064,511
|
(26,251
|
)
|
126,509
|
|||||||||||||||||||
Comprehensive
income:
|
||||||||||||||||||||||||||||
Net
income
|
—
|
—
|
—
|
15,263
|
$
|
15,263
|
—
|
—
|
—
|
15,263
|
||||||||||||||||||
Foreign
currency translation adjustments
|
—
|
—
|
—
|
—
|
(12,720
|
)
|
(12,720
|
)
|
—
|
|
—
|
(12,720
|
)
|
|||||||||||||||
Change
in fair value of derivatives
|
—
|
—
|
—
|
—
|
(137
|
)
|
(137
|
)
|
—
|
|
—
|
(137
|
)
|
|||||||||||||||
Total
comprehensive income
|
$
|
2,406
|
||||||||||||||||||||||||||
Dividends
|
—
|
—
|
—
|
(3,233
|
)
|
—
|
—
|
—
|
(3,233
|
)
|
||||||||||||||||||
Shares
issued upon exercise of stock options
|
1,048,850
|
1
|
(585
|
)
|
—
|
—
|
(938,200
|
)
|
3,490
|
2,906
|
||||||||||||||||||
Issuance
of warrants
|
—
|
—
|
1,687
|
—
|
—
|
—
|
—
|
1,687
|
||||||||||||||||||||
Shares
received as proceeds of option exercises
|
(176,457
|
)
|
—
|
—
|
—
|
—
|
176,457
|
(2,548
|
)
|
(2,548
|
)
|
|||||||||||||||||
Balance –
December 31, 2005
|
20,252,310
|
20
|
36,640
|
112,802
|
3,574
|
6,302,768
|
(25,309
|
)
|
127,727
|
|||||||||||||||||||
Comprehensive
income:
|
||||||||||||||||||||||||||||
Net
income
|
—
|
—
|
—
|
17,742
|
$
|
17,742
|
—
|
—
|
—
|
17,742
|
||||||||||||||||||
Foreign
currency translation adjustments
|
—
|
—
|
—
|
—
|
11,527
|
11,527
|
—
|
—
|
11,527
|
|||||||||||||||||||
Change
in fair value of derivatives
|
—
|
—
|
—
|
—
|
69
|
69
|
—
|
—
|
69
|
|||||||||||||||||||
Total
comprehensive income
|
$
|
29,338
|
||||||||||||||||||||||||||
Dividends
|
—
|
—
|
—
|
(3,259
|
)
|
—
|
—
|
—
|
(3,259
|
)
|
||||||||||||||||||
Shares
issued upon exercise of stock options
|
227,600
|
—
|
1,380
|
—
|
—
|
(100,000
|
)
|
402
|
1,782
|
|||||||||||||||||||
Stock
compensation
|
—
|
—
|
76
|
549
|
—
|
—
|
—
|
625
|
||||||||||||||||||||
Shares
received as proceeds of option exercises
|
(45,118
|
)
|
—
|
—
|
—
|
—
|
45,118
|
(941
|
)
|
(941
|
)
|
|||||||||||||||||
Balance –
December 31, 2006
|
20,434,792
|
$
|
20
|
$
|
38,096
|
$
|
127,834
|
$
|
15,170
|
(1)
|
|
6,247,886
|
$
|
(25,848
|
)
|
$
|
155,272
|
|||||||||||
(1)Includes
approximately $15,043 relating to foreign currency translation
adjustments.
|
||||||||||||||||||||||||||||
See
accompanying notes to consolidated financial statements.
|
INTER
PARFUMS, INC. AND SUBSIDIARIES
|
||||||||||
Consolidated
Statements of Cash Flows
|
||||||||||
Years
ended December 31, 2006, 2005, and 2004
|
||||||||||
(In
thousands)
|
||||||||||
2006
|
2005
|
2004
|
||||||||
Cash
flows from operating activities:
|
||||||||||
Net
income
|
$
|
17,742
|
$
|
15,263
|
$
|
15,703
|
||||
Adjustments
to reconcile net income to net
|
||||||||||
cash
provided by (used in) operating activities:
|
||||||||||
Depreciation
and amortization
|
5,347
|
4,513
|
3,988
|
|||||||
Provision
for doubtful accounts
|
118
|
585
|
1,191
|
|||||||
Noncash
stock compensation
|
625
|
—
|
—
|
|||||||
Minority
interest in net income of
|
||||||||||
consolidated
subsidiary
|
6,192
|
5,328
|
4,393
|
|||||||
Deferred
tax provision (benefit)
|
843
|
(1,410
|
)
|
155
|
||||||
Change
in fair value of put options
|
412
|
19
|
(174
|
)
|
||||||
(Gain)
loss on subsidiary’s issuance of stock
|
(332
|
)
|
(443
|
)
|
529
|
|||||
(Gain)
loss on sale of trademark
|
245
|
(150
|
)
|
—
|
||||||
Changes
in:
|
||||||||||
Accounts
receivable
|
(18,714
|
)
|
(17,653
|
)
|
(6,974
|
)
|
||||
Inventories
|
(16,053
|
)
|
5,819
|
(1,703
|
)
|
|||||
Other
assets
|
(1,342
|
)
|
(3,453
|
)
|
(10
|
)
|
||||
Accounts
payable and accrued expenses
|
18,677
|
22,443
|
(21,835
|
)
|
||||||
Income
taxes payable, net
|
(393
|
)
|
(481
|
)
|
354
|
|||||
Net
cash provided by (used in) operating activities
|
13,367
|
30,380
|
(4,383
|
)
|
||||||
Cash
flows from investing activities:
|
||||||||||
Purchases
of short-term investments
|
(6,700
|
)
|
(2,300
|
)
|
(14,800
|
)
|
||||
Proceeds
from sale of short-term investments
|
11,300
|
2,500
|
14,500
|
|||||||
Purchase
of equipment and leasehold improvements
|
(3,452
|
)
|
(2,429
|
)
|
(3,254
|
)
|
||||
Payment
for intangible assets acquired
|
(5,042
|
)
|
(465
|
)
|
(24,465
|
)
|
||||
Acquisition
of businesses, net of cash acquired
|
—
|
—
|
(4,481
|
)
|
||||||
Proceeds
from sale of trademark
|
1,131
|
185
|
—
|
|||||||
Net
cash used in investing activities
|
(2,763
|
)
|
(2,509
|
)
|
(32,500
|
)
|
||||
Cash
flows from financing activities:
|
||||||||||
Increase
in loans payable – banks
|
4,974
|
359
|
182
|
|||||||
Proceeds
from long-term debt
|
—
|
—
|
19,925
|
|||||||
Repayment
of long-term debt
|
(4,019
|
)
|
(3,979
|
)
|
(1,992
|
)
|
||||
Proceeds
from sale of stock of subsidiary
|
2,830
|
2,424
|
1,622
|
|||||||
Purchase
of treasury stock
|
(164
|
)
|
(150
|
)
|
(184
|
)
|
||||
Proceeds
from exercise of options
|
1,004
|
507
|
455
|
|||||||
Dividends
paid
|
(3,251
|
)
|
(3,005
|
)
|
(2,109
|
)
|
||||
Dividends
paid to minority interest
|
(1,218
|
)
|
(1,106
|
)
|
(776
|
)
|
||||
Net
cash provided by (used in) financing activities
|
156
|
(4,950
|
)
|
17,123
|
||||||
Effect
of exchange rate changes on cash
|
5,355
|
(4,161
|
)
|
1,474
|
||||||
Net
increase (decrease) in cash and cash equivalents
|
16,115
|
18,760
|
(18,286
|
)
|
||||||
Cash
and cash equivalents – beginning of year
|
42,132
|
23,372
|
41,658
|
|||||||
Cash
and cash equivalents – end of year
|
$
|
58,247
|
$
|
42,132
|
$
|
23,372
|
||||
Supplemental
disclosures of cash flow information:
|
||||||||||
Cash
paid for:
|
||||||||||
Interest
|
$
|
1,586
|
$
|
593
|
$
|
495
|
||||
Income
taxes
|
13,227
|
12,593
|
11,535
|
|||||||
See
accompanying notes to consolidated financial statements.
|
(a) |
Business
of the Company
Inter Parfums, Inc. and its subsidiaries
(“the Company”) are in the fragrance business, and manufacture and
distribute a wide array of fragrances and fragrance related
products.
Substantially all of our prestige
fragrance
brands are licensed from unaffiliated third parties and our business
is
dependent upon the continuation and renewal of such licenses. Revenues
generated from one such license represented 57%, 60% and 62% of
net sales
in 2006, 2005 and 2004,
respectively.
|
(b) |
Basis
of Preparation
The
consolidated financial statements include the accounts of the
Company,
including majority-owned Inter Parfums, S.A. (“IPSA”), a subsidiary whose
stock is publicly traded in France. All material intercompany
balances and
transactions have been eliminated.
The
preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America
requires
management to make estimates and assumptions that affect the
reported
amounts of assets and liabilities, disclosure of contingent assets
and
liabilities at the date of the financial statements, and the
reported
amounts of revenue and expenses during the reporting period.
Actual
results could differ from those
estimates.
|
(c) |
Foreign
Currency Translation
For foreign subsidiaries with
operations
denominated in a foreign currency, assets and liabilities are translated
to U.S. dollars at year-end exchange rates. Income and expense
items are
translated at average rates of exchange prevailing during the year.
Gains
and losses from translation adjustments are accumulated in a separate
component of shareholders’ equity.
|
(d) |
Cash
and Cash Equivalents
All highly liquid investments
purchased with
a maturity of three months or less are considered to be cash
equivalents.
|
(e)
|
Short-term
Investments
Short-term
investments consist of available for
sale auction rate securities which are comprised of preferred stock
and
municipal bonds. These securities have characteristics similar
to
short-term investments because at predetermined intervals, generally
within 28 to 49 days of the purchase, there is a new auction process.
Short-term investments are stated at fair market value which is
equal to
cost. No realized or unrealized gains or losses have been incurred
in
connection with our investments in these
securities.
|
(f) |
Financial
Instruments
The carrying amount of cash and
cash
equivalents, short-term investments, accounts receivable, other
receivables, accounts payable and accrued expenses approximates
fair value
due to the short terms to maturity of these instruments. The carrying
amount of loans payable approximates fair value as the interest
rates on
the Company’s indebtedness approximate current market rates. The fair
value of the Company’s long-term debt was estimated based on the current
rates offered to the Company for debts with the same remaining
maturities
and is the same as the carrying
amount.
|
All
derivative instruments are reported as either assets or liabilities
on the
balance sheet measured at fair value. Generally, increases
or decreases in
the fair value of derivative instruments will be recognized
as gains or
losses in earnings in the period of change. If the derivative
instrument
is designated and qualifies as a cash flow hedge, the changes
in fair
value of the derivative instrument will be recorded as a separate
component of shareholders’ equity until the forecasted sale is recorded or
when the hedge is determined to be ineffective.
The
Company occasionally enters into foreign currency forward exchange
contracts to hedge exposure related to receivables denominated
in a
foreign currency and to manage risks related to future sales
expected to
be denominated in a foreign currency. Before entering into
a derivative
transaction for hedging purposes, it is determined that a high
degree of
initial effectiveness exists between the change in value of
the hedged
item and the change in the value of the derivative instrument
from
movement in exchange rates. High effectiveness means that the
change in
the value of the derivative instrument will effectively offset
the change
in the fair value of the hedged item. The effectiveness of
each hedged
item is measured throughout the hedged period. Any hedge ineffectiveness
as defined by SFAS No. 133 is recognized as a gain or loss on foreign
currency in the income statement. At December 31, 2006, the Company’s
subsidiary had foreign currency contracts in the form of forward
exchange
contracts in the amount of approximately U.S. $50.6 million and GB
pounds 3.1 million, which have maturities of less than a
year.
|
(g) |
Inventories
Inventories are stated at
the lower of
cost (first-in, first-out) or
market.
|
(h) |
Equipment
and Leasehold Improvements
Equipment and leasehold improvements
are
stated at cost less accumulated depreciation and amortization.
Depreciation and amortization are provided using the straight-line
method
over the estimated useful asset lives for equipment, which range
between
three and ten years and the shorter of the lease term or estimated
useful asset lives for leasehold
improvements.
|
(i) |
Goodwill
and Other Intangible Assets
The
Company reviews goodwill and trademarks with indefinite lives for
impairment at least annually, and whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable.
The goodwill primarily relates to the Company’s European operations. The
cost of licenses and other intangible assets with finite lives
is being
amortized by the straight-line method over the term of the respective
license (ranging from ten to fifteen years) or the intangible assets
(ranging from three to four years) estimated useful life. The Company
reviews intangible assets with finite lives for impairment whenever
events
or changes in circumstances indicate that the carrying amount may
not be
recoverable. Changes in goodwill from one period to another is
solely the
result of changes in foreign currency exchange
rates.
|
(j) |
Revenue
Recognition
Revenue
is recognized when merchandise is shipped and the risk of loss
passes to
the customer. The Company, at its discretion, permits limited
returns of
merchandise and establishes allowances for estimated returns
based upon
historic trends and relevant current data. The Company does not
bill its
customer’s freight and handling charges. All shipping and handling costs,
which aggregated $5.5 million, $4.2 million and $4.0 million
in 2006, 2005
and 2004, respectively, are included in selling, general and
administrative expense in the consolidated statements of income.
One
customer represented 15%, 14% and 10% of consolidated net sales
in 2006,
2005 and 2004, respectively.
|
(k) |
Issuance
of Common Stock by Consolidated Subsidiary
The difference between the Company’s share of
the proceeds received by the subsidiary and the carrying amount
of the
portion of the Company’s investment deemed sold, is reflected as a gain or
loss in the consolidated statements of
income.
|
(l) |
Earnings
Per Share
Basic
earnings per share is computed using the weighted average number
of shares
outstanding during each year. Diluted earnings per share is computed
using
the weighted average number of shares outstanding during each
year, plus
the incremental shares outstanding assuming the exercise of dilutive
stock
options and warrants using the treasury stock method.
The
following table sets forth the computation of basic and diluted
earnings
per share:
|
Year
ended December 31
|
||||||||||
2006
|
2005
|
2004
|
||||||||
Numerator:
|
||||||||||
Net
income
|
$
|
17,742
|
$
|
15,263
|
$
|
15,703
|
||||
Denominator:
|
||||||||||
Weighted
average shares
|
20,324,309
|
20,078,424
|
19,204,768
|
|||||||
Effect
of dilutive securities:
|
||||||||||
Stock
options and warrants
|
244,183
|
408,159
|
1,289,270
|
|||||||
Denominator
for diluted
|
||||||||||
earnings
per share
|
20,568,492
|
20,486,583
|
20,494,038
|
Not included in the above computations is the effect of anti-dilutive potential common shares which consist of outstanding options to purchase 216,000, 262,000, and 116,000 shares of common stock for 2006, 2005, and 2004, respectively, and outstanding warrants to purchase 100,000 shares of common stock for 2006 and 2005. |
(m)
|
Advertising
and Promotion
Costs
associated with advertising are expensed when incurred. Advertising
and
promotional expenses, which primarily include print media and
promotional
expenses, included in selling, general and administrative expense
were
$46.5 million, $40.8 million and $21.8 million for 2006, 2005
and 2004,
respectively. These amounts do not include expenses relating
to purchase
with purchase and gift with purchase promotions that are reflected
in cost
of sales aggregating $20.6 million, $15.3 million and $19.1 million
in
2006, 2005 and 2004, respectively.
The
Company also has various arrangements with customers pursuant
to its trade
terms to reimburse them for a portion of their advertising or
promotional
costs, which provide advertising and promotional benefits to
the Company.
The costs that the Company incurs for shelf replacement costs
and slotting
fees are expensed as incurred and are netted against revenues
on the
Company’s consolidated statement of
income.
|
(n)
|
Accounts
Receivable
Accounts receivable represent
payments due to
the Company for previously recognized net sales, reduced by an
allowance
for doubtful accounts or balances which are estimated to be uncollectible
aggregating $2.2 million and $2.3 million as of December 31, 2006
and
2005, respectively. Accounts receivable balances are recorded against
the
allowance for doubtful accounts when they are deemed uncollectible.
Recoveries of accounts receivable previously recorded against the
allowance are recorded in the consolidated statement of income
when
received.
|
(o) |
Income
Taxes
The Company accounts for income
taxes in
accordance with the provisions of SFAS No. 109, “Accounting for 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 must be reduced by a valuation
allowance where it is more likely than not that the benefits may
not be
realized.
|
(p) |
Recent
Accounting Pronouncements
In February 2007, the Financial
Accounting
Standards Board (“FASB”) issued SFAS 159, “The Fair Value Option for
Financial Assets and Financial Liabilities—Including an amendment of FASB
Statement 115.” SFAS 159 permits entities to choose to measure many
financial instruments and certain other items at fair value. Unrealized
gains and losses on items for which the fair value option has been
elected
will be recognized in earnings at each subsequent reporting date.
SFAS 159
is effective for fiscal years beginning after November 15, 2007. The
Company is currently evaluating the impact that the adoption of
SFAS 159
will have on our consolidated financial statements.
In
September 2006, FASB issued SFAS 157, “Fair Value Measurements” (“SFAS
157”). While the statement does not expand the use of fair value
in any
new circumstances it defines fair value, establishes a framework
for
measuring fair value in generally accepted accounting principles
and
expands disclosures about fair value measurements. This Statement
is
effective for financial statements issued for fiscal years beginning
after
November 15, 2007 and interim periods within those fiscal years. The
Company does not believe that the adoption of SFAS 157 will have
a
material impact on the Company’s consolidated financial
statements.
In
September 2006, the SEC issued Staff Accounting Bulletin No. 108,
“Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements” (“SAB 108”). SAB 108
provides guidance on how prior year misstatements should be taken
into
consideration when quantifying misstatements in current year
financial
statements for purposes of determining whether the current year’s
financial statements are materially misstated. SAB 108 is effective
for
fiscal years ending on or after November 15, 2006. The adoption by
the Company of SAB 108 did not have a material impact on the
Company’s
consolidated financial statements.
In
September 2006, the FASB issued SFAS 158, “Employers’ Accounting for
Defined Benefit Pension and Other Postretirement Plans, an amendment
of
FASB Statements No. 87, 88, 106, and 132(R)” (“SFAS 158”). Among
other items, SFAS 158 requires recognition of the overfunded
or
underfunded status of an entity’s defined benefit postretirement plan as
an asset or liability in the financial statements, requires the
measurement of defined benefit postretirement plan assets and
obligations
as of the end of the employer’s fiscal year and requires recognition of
the funded status of defined benefit postretirement plans in
other
comprehensive income. SFAS 158 is effective for fiscal years
ending after
December 15, 2006. The adoption by the Company of SFAS 158 did not
have a material impact on the Company’s consolidated financial
statements.
|
In
July 2006, the FASB issued FASB Interpretation No. 48,
Accounting for
Uncertainty in Income Taxes - an interpretation of FASB
No. 109 (“FIN
48”), which prescribes accounting for and disclosure of
uncertainty in tax
positions. This interpretation defines the criteria that
must be met for
the benefits of a tax position to be recognized in the
financial
statements and the measurement of tax benefits recognized.
The provisions
of FIN 48 are effective as of the beginning of the Company’s 2007 fiscal
year, with the cumulative effect of the change in accounting
principle
recorded as an adjustment to opening retained earnings.
The Company does
not believe that the adoption of FIN 48 will have a material
impact on the
Company’s consolidated financial statements.
In
March 2006, the FASB released Statement of Financial
Accounting Standards
(“SFAS”) 156, Accounting for Servicing of Financial Assets (“SFAS 156”),
to simplify accounting for separately recognized servicing
assets and
servicing liabilities. SFAS 156 amends SFAS 140, Accounting
for Transfers
and Servicing of Financial Assets and Extinguishments
of Liabilities. SFAS
156 permits an entity to choose either the amortization
method or the fair
value measurement method for measuring each class of
separately recognized
servicing assets and servicing liabilities after they
have been initially
measured at fair value. SFAS 156 applies to all separately
recognized
servicing assets and liabilities acquired or issued after
the beginning of
an entity’s fiscal year that begins after September 15, 2006. SFAS
156
will be effective for the Company as of January 1, 2007.
The Company does
not believe the adoption of SFAS 156 will have a material
impact on the
Company’s consolidated financial statements.
In
May 2005, the FASB issued SFAS No. 154, “Accounting Changes and
Error Corrections,” (“SFAS No. 154”) which establishes, unless
impracticable, retrospective application as the required
method for
reporting a change in accounting principle in the absence
of explicit
transition requirements specific to the newly adopted
accounting
principle. The statement provides guidance for determining whether
retrospective application of a change in accounting principle
is
impracticable. The statement also addresses the reporting of a
correction of an error by restating previously issued
financial
statements. SFAS No. 154 is effective for accounting
changes and corrections of errors made in fiscal years
beginning after
December 15, 2005. The adoption by the Company of SFAS 154 did
not have any impact on the Company’s consolidated financial
statements.
In
December 2004, the FASB issued SFAS No. 123(R), “Share-Based Payment”
(SFAS No. 123(R)). This statement replaces SFAS No. 123
and supersedes APB
25. SFAS 123(R) requires all stock-based compensation
to be recognized as
an expense in the financial statements and that such
cost be measured
according to the fair value of the award. SFAS 123(R)
became effective in
the first quarter of 2006 (see note (10) (b)).
|
(q)
|
Reclassifications
Certain prior year amounts in
the
accompanying consolidated balance sheet have been reclassified
to conform
to current year presentation.
|
(2) |
Material
Definitive Agreements
|
(a) |
In
September 2006, IPSA entered into an exclusive, worldwide license
agreement with Van Cleef & Arpels Logistics SA, for the creation,
development and distribution of fragrance and related bath and
body
products under the Van Cleef & Arpels brand and related trademarks.
The agreement runs through December 31, 2018. Our rights under
such
license agreement are subject to certain minimum advertising expenditures
and royalty payments as are customary in our industry. As an inducement
to
enter into this license agreement, we agreed to pay, in January
2007, € 18
million (approximately $23.4 million) to Van Cleef & Arpels Logistics
SA in a lump sum, up front royalty payment and we agreed to purchase
existing inventory of approximately $2.1 million held by YSL Beauté, the
current licensee. The asset is included trademarks and the liability
for
the € 18 million up front payment is included in accrued expenses on
the
accompanying balance sheet as of December 31, 2006. The license
agreement
became effective on January 1,
2007.
|
(b) |
In
March 2006, IPSA entered into an exclusive worldwide license agreement
with Quiksilver, Inc. for the creation, development and distribution
of
fragrance, suncare, skincare and related products under the Roxy
brand and
suncare and related products under the Quiksilver brand. The agreement,
which runs through 2017, requires advertising expenditures and
royalty
payments as are customary in our industry.
|
(c) |
In
July
2005, we entered into an exclusive agreement with The Gap, Inc.
(“Gap”) to
develop, produce, manufacture and distribute personal care and
home
fragrance products for Gap and Banana Republic brand names to be
sold in
Gap and Banana Republic retail stores in the United States and
Canada. On
March 2, 2006, the agreement was amended to include Gap Outlet
and Banana
Republic Factory Stores in the United States and Canada.
The
initial term of this agreement expires on August 31, 2009, and
the
agreement includes an additional two-year optional term that
expires on
August 31, 2011, as well as a further additional two-year term
that
expires August 31, 2013, in each case if certain retail sales
targets are
met or if Gap chooses to extend the term. In addition, if the
agreement is
extended for the first optional term, then Gap has the right
to terminate
our rights under the agreement before the end of that first optional
term
if Gap pays to us an amount specified in a formula, with such
right to be
exercised during the period beginning on September 1, 2010 and
expiring on
August 31, 2011.
As
an inducement to enter into this agreement, in July 2005 we granted
warrants to purchase 100,000 shares of our common stock to Gap
exercisable
for five years at
$25.195, 125% of the market price on the date of grant, and have
agreed to
register with the Securities and Exchange Commission the shares
purchasable thereunder for resale after January 1, 2007. In addition,
we
agreed to grant up to three (3) additional warrants to Gap. The
first
additional warrant was granted in September 2006 for 100,000
shares of our
common stock at $17.194, the market price on the date of grant.
In
addition, if the term of our agreement with Gap is extended as
discussed
above, we will grant to Gap two additional warrants. Each such
warrant
would be exercisable for 50,000 shares of our common stock at
100% of the
market price on the date of grant. The fair market value of the
100,000
warrants granted in July 2005 and the 100,000 warrants granted
in
September 2006 aggregated approximately $1.7 million, has been
capitalized
as an intangible asset and is being amortized over the initial
term of the
agreement.
|
(d) |
In
October 2004, IPSA entered into a new long-term fragrance license
with
Burberry. The agreement runs through 2016 plus an option to extend
the
license an additional five years subject to mutual agreement.
In
connection with the new license agreement, IPSA paid to Burberry
an
upfront non-recoupable license fee of approximately $3.6 million.
In
September 2006, IPSA and Burberry agreed to certain modifications
to the
new long-term fragrance license and IPSA paid to Burberry an
additional
upfront non-recoupable license fee of approximately $2.5 million.
|
(e) |
In
June 2004, IPSA entered into a fifteen year, exclusive, worldwide
license
agreement with Lanvin S.A. (Lanvin) to create, develop and distribute
fragrance lines under the Lanvin brand name. The fifteen-year license
agreement took effect July 1, 2004 and provided for an upfront
non-recoupable license fee of $19.2 million, the purchase of existing
inventory of $7.6 million, and requires advertising expenditures
and
royalty payments in line with industry
practice.
|
(3) |
Acquisition
of Business
In
April 2004, IPSA acquired a 67.5% interest in Nickel S.A. (Nickel)
for
approximately $8.7 million in cash including a capital infusion of
$2.8 million, aggregating approximately $4.5 million, net of
cash
acquired. In accordance with the purchase agreement, each of
the minority
shareholders has an option to put their remaining interest in
Nickel to
IPSA from January 2007 through June 2007. Based on an
independent valuation, management has valued the put options
at $0.93
million as of the date of acquisition, and has recorded a long-term
liability and increased goodwill accordingly. These options are
carried at
fair value as determined by management.
The
purchase price to be paid for the minority shares, approximately
$4.6
million, is based upon a formula applied to Nickel’s sales for the year
ending December 31, 2006, pro rated for the minority holders’ equity
in Nickel. In addition, the Company has the right to call the
stock based
on the same formula and price. The acquisition has been accounted
for as a
business combination and the results of Nickel have been included
in the
Company’s consolidated financial statements from the date of the
acquisition. As of the date of these financial statements, there
has been
no indication as to whether or not the put option will be exercised.
|
(4)
|
Inventories
|
December
31
|
|||||||
2006
|
2005
|
||||||
Raw
materials and component parts
|
$
|
27,179
|
$
|
19,529
|
|||
Finished
goods
|
42,358
|
29,102
|
|||||
$
|
69,537
|
$
|
48,631
|
(5) |
Equipment
and Leasehold Improvements
|
December
31
|
|||||||
2006
|
2005
|
||||||
Equipment
|
$
|
14,253
|
$
|
10,245
|
|||
Leasehold
improvements
|
1,496
|
1,119
|
|||||
15,749
|
11,364
|
||||||
Less
accumulated depreciation and amortization
|
8,943
|
6,764
|
|||||
$
|
6,806
|
$
|
4,600
|
(6) |
Trademarks,
Licenses and Other Intangible
Assets
|
December
31
|
|||||||
2006
|
2005
|
||||||
Trademarks
(indefinite lives)
|
$
|
6,999
|
$
|
8,012
|
|||
Trademarks
(finite lives)
|
103
|
730
|
|||||
Licenses
(finite lives)
|
54,890
|
24,516
|
|||||
Other
intangible assets (finite lives)
|
11,090
|
8,889
|
|||||
66,083
|
34,135
|
||||||
Less
accumulated amortization
|
14,740
|
10,776
|
|||||
51,343
|
23,359
|
||||||
Total
|
$
|
58,342
|
$
|
31,371
|
(7) |
Loans
Payable – Banks
Loans
payable – banks consist of the following:
The
Company’s foreign subsidiaries have available credit lines, including
several bank overdraft facilities totaling $45 million, bearing
interest
at 0.6% above EURIBOR (2.49% at December 31, 2006). Outstanding
amounts totaled $0.13 million and $0.99 million at December 31, 2006
and 2005, respectively.
The
Company has borrowings available under a $12 million unsecured
revolving
line of credit due on demand and bearing interest at the banks’ prime rate
(8.25% as of December 31, 2006). Outstanding amounts totaled
$5.9 million
and $0.0 at December 31, 2006 and
2005.
|
(8) |
Long-term
Debt
In
July 2004, IPSA entered into a 16 million euro five-year credit
agreement.
The long-term credit facility, which bears interest at 0.60%
above the
three month EURIBOR rate, provides for principal to be repaid
in 20 equal
quarterly installments and requires the maintenance of a debt
equity ratio
of less than one. At December 31, 2006 exchange rates, maturities
of
long-term debt subsequent to December 31, 2006 are $4.2 million
in 2007,
$4.3 million in 2008, and $2.2 million in 2009.
In
order to reduce exposure to rising variable interest rates, the
Company
entered into a swap transaction effectively exchanging the variable
interest rate referred to above to a variable rate based on the
12 month
EURIBOR rate with a floor of 3.25% and a ceiling of 3.85%. This
derivative
instrument is recorded at fair value and changes in fair value
are
reflected in the results of operations.
|
(9) |
Commitments
|
(a) |
Leases
The Company leases its office
and warehouse
facilities under operating leases expiring through 2014. Rental
expense
amounted to $7.1 million, $7.2 million and $6.4 million in 2006,
2005 and
2004, respectively. Minimum future rental payments are as
follows:
|
2007
|
$
|
5,983
|
||
2008
|
6,149
|
|||
2009
|
6,235
|
|||
2010
|
6,026
|
|||
2011
|
4,571
|
|||
Thereafter
|
2,760
|
|||
$
|
31,724
|
(b) |
License
Agreements
|
2007
|
$
|
32,196
|
||
2008
|
33,292
|
|||
2009
|
34,887
|
|||
2010
|
35,414
|
|||
2011
|
34,279
|
|||
Thereafter
|
201,036
|
|||
$
|
371,104
|
(10) |
Shareholders’
Equity
|
(a) |
Issuance
of Common Stock by Consolidated Subsidiary
During
2006, 2005 and 2004, 169,479, 120,283, and 168,314 shares, respectively,
of capital stock of IPSA were issued as a result of employees
exercising
stock options. At December 31, 2006 and 2005, the Company’s
percentage ownership of IPSA was approximately 72% and 73%,
respectively.
The
difference between the Company’s share of the proceeds received by the
subsidiary and the carrying amount of the portion of the Company’s
investment deemed sold is reflected as a gain or loss in the
consolidated
statements of income.
|
(b) |
Share-Based
Payments:
Prior
to January 1, 2006, we applied the disclosure-only provisions
of SFAS 123,
“Accounting for Stock-Based Compensation” (“SFAS 123”). In accordance with
the provisions of SFAS 123, we applied Accounting Principles
Board Opinion
No. 25, “Accounting for Stock Issued to Employees” (“APB 25”)
and related interpretations in accounting for our stock based
compensation
plans and, accordingly, did not recognize compensation expense
for stock
options because we issued options at an exercise price equal
to the market
value at date of grant.
Effective
January 1, 2006, we adopted SFAS 123(R), “Share-Based Payment” (“SFAS
123(R)”), which revises SFAS 123 and supersedes APB 25. SFAS 123(R)
requires all share-based payments to be recognized in the financial
statements based on the fair values using an option-pricing model
at the
date of grant. We have elected to use the modified prospective
method for
adoption, which requires compensation expense to be recorded
for all
unvested stock options beginning in the first quarter of adoption,
based
on the fair value at the original grant date. Prior year financial
statements have not been restated.
Compensation
cost for share-based arrangements and the impact of the adoption
of SFAS
123(R) during the year ended December 31, 2006 decreased income
before
income taxes by $0.91 million, decreased net income by $0.44
million, and
reduced basic and diluted earnings per share by $0.02. The adoption
of
SFAS 123(R) had no impact on cash
flow.
|
December
31,
|
|||||||
2005
|
2004
|
||||||
Reported
net income
|
$
|
15,263
|
$
|
15,703
|
|||
Stock-based
employee compensation
|
|||||||
expense
included in reported net
|
|||||||
income,
net of related tax effects
|
—
|
—
|
|||||
Stock-based
employee compensation
|
|||||||
determined
under the fair value
|
|||||||
based
method, net of related
|
|||||||
tax
effects
|
(980
|
)
|
(1,224
|
)
|
|||
Pro
forma net income
|
$
|
14,283
|
$
|
14,479
|
|||
Income
per share, as reported:
|
|||||||
Basic
|
$
|
0.76
|
$
|
0.82
|
|||
Diluted
|
0.75
|
0.77
|
|||||
Pro
forma net income per share:
|
|||||||
Basic
|
0.71
|
0.75
|
|||||
Diluted
|
0.70
|
0.71
|
Year
ended December 31
|
|||||||||||||||||||
2006
|
2005
|
2004
|
|||||||||||||||||
Weighted
|
Weighted
|
Weighted
|
|||||||||||||||||
Average
|
Average
|
Average
|
|||||||||||||||||
exercise
|
exercise
|
exercise
|
|||||||||||||||||
Options
|
price
|
Options
|
price
|
Options
|
price
|
||||||||||||||
Shares
under option –
|
|||||||||||||||||||
beginning
of year
|
985,550
|
$
|
14.03
|
1,842,675
|
$
|
7.51
|
1,897,862
|
$
|
5.92
|
||||||||||
Options
granted
|
181,200
|
19.58
|
202,900
|
15.05
|
217,400
|
16.72
|
|||||||||||||
Options
exercised
|
(227,600
|
)
|
7.83
|
(1,048,850
|
)
|
2.77
|
(262,663
|
)
|
3.32
|
||||||||||
Options
cancelled
|
(71,550
|
)
|
17.51
|
(11,175
|
)
|
14.59
|
(9,924
|
)
|
15.40
|
||||||||||
Shares
under options – end
|
|||||||||||||||||||
of
year
|
867,600
|
16.53
|
985,550
|
14.03
|
1,842,675
|
7.51
|
December
31,
|
|||||||
2006
|
2005
|
||||||
|
|
|
|||||
Cash
proceeds from stock options exercised
|
$
|
1,004
|
$
|
507
|
|||
Tax
benefits
|
--
|
--
|
|||||
Intrinsic
value of stock options exercised
|
3,028
|
12,595
|
Options
outstanding
|
||||||
Number
|
weighted
average remaining
|
Options
|
||||
Exercise
prices
|
outstanding
|
contractual
life
|
exercisable
|
|||
$7.22
– $7.95
|
13,500
|
1.00
Years
|
13,500
|
|||
$8.03
|
149,100
|
0.97
Years
|
149,100
|
|||
$14.95
|
161,200
|
3.30
Years
|
161,200
|
|||
$15.20
– $15.39
|
170,000
|
2.95
Years
|
170,000
|
|||
$16.52
|
2,000
|
4.47
Years
|
2,000
|
|||
$17.24
|
2,000
|
3.95
Years
|
2,000
|
|||
$18.97
|
9,000
|
4.09
Years
|
9,000
|
|||
19.65
– $19.66
|
171,200
|
5.93
Years
|
—
|
|||
$22.77
|
2,000
|
2.01
Years
|
2,000
|
|||
$23.05
– $23.06
|
167,600
|
2.00
Years
|
167,600
|
|||
$25.24
|
20,000
|
2.12
Years
|
20,000
|
|||
Totals
|
867,600
|
3.05
Years
|
696,400
|
(c) |
Treasury
Stock
The board of directors of the
Company has
authorized a stock repurchase program whereby the Company purchases
shares
of its stock to be held in treasury. As of December 31, 2006, the
Company is authorized to purchase an additional 404,350 treasury
shares in
the open market. The Company has not repurchased any treasury shares
pursuant to the above authorization during the three year period
ended
December 31, 2006.
|
(d) |
Dividends
The Company declared dividends
of $0.16,
$0.16, and $0.12 per share per annum in 2006, 2005, and 2004,
respectively. The quarterly dividend of $0.8 million declared in
December 2006 was paid January 12,
2007.
|
(11) |
Segments
and Geographic Areas
The Company manufactures
and distributes one product line, fragrances and fragrance related
products. The Company manages its business in two segments,
European based operations and United States based operations. The
European
assets are located, and operations are conducted, in France. European
operations primarily represent the sales of the prestige brand
name
fragrances and United States operations primarily represent the
sale of
specialty retail and mass market fragrances. Information on the
Company’s
operations by segments is as follows.
|
2006
|
2005
|
2004
|
||||||||
Net
sales:
|
||||||||||
United
States
|
$
|
50,980
|
$
|
34,284
|
$
|
41,435
|
||||
Europe
|
271,650
|
241,681
|
196,088
|
|||||||
Eliminations
of intercompany sales
|
(1,576
|
)
|
(2,432
|
)
|
(1,476
|
)
|
||||
$
|
321,054
|
$
|
273,533
|
$
|
236,047
|
|||||
Net
income:
|
||||||||||
United
States
|
$
|
415
|
$
|
(123
|
)
|
$
|
1,657
|
|||
Europe
|
17,270
|
15,398
|
14,184
|
|||||||
Eliminations
|
57
|
(12
|
)
|
(138
|
)
|
|||||
$
|
17,742
|
$
|
15,263
|
$
|
15,703
|
|||||
Depreciation
and amortization expense:
|
||||||||||
United
States
|
$
|
763
|
$
|
448
|
$
|
358
|
||||
Europe
|
4,584
|
4,065
|
3,630
|
|||||||
$
|
5,347
|
$
|
4,513
|
$
|
3,988
|
|||||
Interest
and dividend income:
|
||||||||||
United
States
|
$
|
596
|
$
|
526
|
$
|
274
|
||||
Europe
|
1,707
|
668
|
508
|
|||||||
$
|
2,303
|
$
|
1,194
|
$
|
782
|
|||||
Interest
expense:
|
||||||||||
United
States
|
$
|
259
|
$
|
19
|
$
|
10
|
||||
Europe
|
1,538
|
951
|
788
|
|||||||
$
|
1,797
|
$
|
970
|
$
|
798
|
|||||
Income
tax expense (benefit):
|
||||||||||
United
States
|
$
|
(148
|
)
|
$
|
(398
|
)
|
$
|
774
|
||
Europe
|
13,304
|
11,544
|
10,872
|
|||||||
Eliminations
|
45
|
(13
|
)
|
(104
|
)
|
|||||
$
|
13,201
|
$
|
11,133
|
$
|
11,542
|
|||||
Total
assets:
|
||||||||||
United
States
|
$
|
61,435
|
$
|
53,072
|
$
|
51,511
|
||||
Europe
|
281,378
|
196,931
|
188,729
|
|||||||
Eliminations
of investment in subsidiary
|
(9,768
|
)
|
(9,093
|
)
|
(9,755
|
)
|
||||
$
|
333,045
|
$
|
240,910
|
$
|
230,485
|
|||||
Additions
to long-lived assets:
|
||||||||||
United
States
|
$
|
1,337
|
$
|
1,985
|
$
|
279
|
||||
Europe
|
30,862
|
2,596
|
31,921
|
|||||||
$
|
32,199
|
$
|
4,581
|
$
|
32,200
|
|||||
Total
long-lived assets:
|
||||||||||
United
States
|
$
|
7,376
|
$
|
6,801
|
$
|
5,300
|
||||
Europe
|
62,750
|
33,646
|
40,462
|
|||||||
$
|
70,126
|
$
|
40,447
|
$
|
45,762
|
|||||
Deferred
tax assets:
|
||||||||||
United
States
|
$
|
726
|
$
|
840
|
$
|
415
|
||||
Europe
|
1,768
|
2,171
|
2,190
|
|||||||
$
|
2,494
|
$
|
3,011
|
$
|
2,605
|
Year
ended December 31
|
||||||||||
2006
|
2005
|
2004
|
||||||||
North
America
|
$
|
107,400
|
$
|
81,800
|
$
|
67,400
|
||||
Europe
|
128,300
|
116,800
|
105,200
|
|||||||
Central
and South America
|
24,500
|
21,800
|
21,400
|
|||||||
Middle
East
|
21,900
|
19,800
|
17,900
|
|||||||
Asia
|
37,700
|
32,200
|
22,700
|
|||||||
Other
|
1,300
|
1,100
|
1,400
|
|||||||
$
|
321,100
|
$
|
273,500
|
$
|
236,000
|
Year
Ended December 31
|
||||||||||
2006
|
2005
|
2004
|
||||||||
United
States
|
$
|
104,000
|
$
|
80,000
|
$
|
66,000
|
||||
United
Kingdom
|
28,000
|
26,000
|
29,000
|
|||||||
France
|
21,000
|
17,000
|
15,000
|
(12) |
Income
Taxes
|
Year
ended December 31
|
||||||||||
2006
|
2005
|
2004
|
||||||||
U.S.
operations
|
$
|
267
|
$
|
(521
|
)
|
$
|
2,431
|
|||
Foreign
operations
|
36,868
|
32,245
|
29,207
|
|||||||
|
$
|
37,135
|
$
|
31,724
|
$
|
31,638
|
Year
ended December 31
|
||||||||||
2006
|
2005
|
2004
|
||||||||
Current:
|
||||||||||
Federal
|
$
|
(321
|
)
|
$
|
(19
|
)
|
$
|
402
|
||
State
and local
|
60
|
46
|
197
|
|||||||
Foreign
|
12,619
|
12,516
|
10,788
|
|||||||
12,358
|
12,543
|
11,387
|
||||||||
Deferred:
|
||||||||||
Federal
|
(81
|
)
|
(451
|
)
|
(163
|
)
|
||||
State
and local
|
195
|
26
|
337
|
|||||||
Foreign
|
729
|
(985
|
)
|
(19
|
)
|
|||||
843
|
(1,410
|
)
|
155
|
|||||||
Total
income tax expense
|
$
|
13,201
|
$
|
11,133
|
$
|
11,542
|
December
31,
|
|||||||
2006
|
2005
|
||||||
Deferred
tax assets:
|
|||||||
State
net operating loss carryforwards
|
$
|
1,044
|
$
|
853
|
|||
Federal
net operating loss carryforwards
|
2,269
|
1,293
|
|||||
Foreign
net operating loss carryforwards
|
1,274
|
1,398
|
|||||
Alternative
minimum tax credit carryforwards
|
75
|
320
|
|||||
Inventory
and accounts receivable
|
249
|
247
|
|||||
Profit
sharing
|
216
|
139
|
|||||
Other
|
937
|
398
|
|||||
Total
gross deferred tax assets
|
6,064
|
4,648
|
|||||
Less
valuation allowance
|
(3,570
|
)
|
(1,637
|
)
|
|||
Net
deferred tax assets
|
2,494
|
3,011
|
|||||
Deferred
tax liabilities (long-term):
|
|||||||
Property,
plant, and equipment
|
(477
|
)
|
(802
|
)
|
|||
Trademarks
and licenses
|
(985
|
)
|
(806
|
)
|
|||
Other
|
(649
|
)
|
(175
|
)
|
|||
Total
deferred tax liabilities
|
(2,111
|
)
|
(1,783
|
)
|
|||
Net
deferred tax assets (liabilities)
|
$
|
383
|
$
|
1,228
|
|||
Year
ended December 31
|
||||||||||
2006
|
2005
|
2004
|
||||||||
Statutory
rates
|
34.0
|
%
|
34.0
|
%
|
34.0
|
%
|
||||
State
and local taxes, net of Federal benefit
|
0.5
|
0.2
|
1.1
|
|||||||
Effect
of foreign taxes in excess of
|
||||||||||
U.S.
statutory rates
|
2.2
|
1.8
|
2.7
|
|||||||
Other
|
(1.1
|
)
|
(0.9
|
)
|
(1.3
|
)
|
||||
Effective
rates
|
35.6
|
%
|
35.1
|
%
|
36.5
|
%
|
Schedule
II
|
||||||||||||||||
INTER
PARFUMS, INC. AND SUBSIDIARIES
|
||||||||||||||||
Valuation
and Qualifying Accounts
|
||||||||||||||||
(In
thousands)
|
Column
A
|
Column
B
|
Column
C
|
Column
D
|
Column
E
|
||||||||||||||||||
Additions
|
||||||||||||||||||||||
(1)
|
(2)
|
|||||||||||||||||||||
Description
|
Balance
at
beginning
of
period
|
Charged
to
costs
and
expenses
|
Charged
to
other
accounts
–
describe
|
Deductions –
describe
|
Balance
at
end
of period
|
|||||||||||||||||
Year
ended December 31, 2006:
|
||||||||||||||||||||||
Allowances
for sales returns and doubtful accounts
|
$
|
2,257
|
129
|
188
|
|
(b)
|
|
330
|
(a)
|
|
2,244
|
|||||||||||
Year
ended December 31, 2005:
|
|
|||||||||||||||||||||
Allowances
for sales returns and doubtful accounts
|
$
|
3,230
|
585
|
(345
|
)
|
(b)
|
|
1,213
|
(a)
|
|
2,257
|
|||||||||||
Year
ended December 31, 2004:
|
||||||||||||||||||||||
Allowances
for sales returns and doubtful accounts
|
$
|
1,989
|
1,191
|
228
|
(b)
|
|
178
|
(a)
|
|
3,230
|
||||||||||||
(a) Write
off of bad debts and sales returns.
|
||||||||||||||||||||||
(b) Foreign
currency translation adjustment.
|
||||||||||||||||||||||
See
accompanying report of independent registered public accounting
firm.
|
Inter Parfums, Inc. | ||
|
|
|
By: | /s/ Jean Madar | |
|
||
Jean
Madar, Chief Executive Officer
Date:
March 14, 2007
|
Signature
|
Title
|
Date
|
/s/
Jean Madar
|
Chairman
of the Board of Directors and
Chief Executive
|
March
14, 2007
|
Jean
Madar
|
Officer | |
/s/
Russell Greenberg
|
Chief
Financial and Accounting Officer and
Director
|
March
14, 2007
|
Russell
Greenberg
|
||
/s/
Philippe Benacin
|
Director
|
March
6, 2007
|
Philippe
Benacin
|
||
/s/
Philippe Santi
|
Director
|
March
14, 2007
|
Philippe
Santi
|
||
/s/
Francois Heilbronn
|
Director
|
March
6, 2007
|
Francois
Heilbronn
|
||
/s/
Joseph A. Caccamo
|
Director
|
March
14, 2007
|
Joseph
A. Caccamo
|
||
|
Director
|
March
__, 2007
|
Jean
Levy
|
||
|
Director
|
March
__, 2007
|
Robert
Bensoussan-Torres
|
||
/s/
Jean Cailliau
|
Director
|
March
8, 2007
|
Jean
Cailliau
|
||
|
Director
|
March
__, 2007
|
Serge
Rosinoer
|
||
/s/
Patrick Choël
|
Director
|
March
7, 2007
|
Patrick
Choël
|