FORWARD-LOOKING STATEMENTS

Statements in this Quarterly Report on Form 10-Q, including, without limitation, statements under Item 2 "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this report, as well as statements in future filings by the Company with the Securities and Exchange Commission (the "SEC"), in the Company's press releases and oral statements made by or with the approval of an authorized executive officer of the Company, which are not historical in nature, are intended to be, and are hereby identified as, "forward-looking statements" for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations, estimates, forecasts and projections about the Company, its future performance, the industry in which the Company operates and management's assumptions. Words such as "expects", "anticipates", "targets", "goals", "projects", "intends", "plans", "believes", "seeks", "estimates", "may", "will", "should" and variations of such words and similar expressions are also intended to identify such forward-looking statements. The Company cautions readers that forward-looking statements include, without limitation, those relating to the Company's future business prospects, projected operating or financial results, revenues, working capital, liquidity, capital needs, inventory levels, plans for future operations, expectations regarding capital expenditures, operating efficiency initiatives and other items, cost savings initiatives, and operating expenses, effective tax rates, margins, interest costs, and income as well as assumptions relating to the foregoing. Forward-looking statements are subject to certain risks and uncertainties, some of which cannot be predicted or quantified. Actual results and future events could differ materially from those indicated in the forward-looking statements, due to several important factors herein identified, among others, and other risks and factors identified from time to time in the Company's reports filed with the SEC, including, without limitation, the following: general economic and business conditions which may impact disposable income of consumers in the United States and the other significant markets (including Europe) where the Company's products are sold; uncertainty regarding such economic and business conditions; trends in consumer debt levels and bad debt write-offs; general uncertainty related to possible terrorist attacks, natural disasters, pandemics, including the effect of the COVID-19 pandemic and other diseases on travel and traffic in the Company's retail stores and the stores of its wholesale customers; supply disruptions and delivery delays from the Company's suppliers as a result of the COVID-19 pandemic; adverse impact on the Company's wholesale customers and customer traffic in the Company's stores as a result of increased uncertainty and economic disruption caused by the COVID-19 pandemic; uncertainty relating to the availability and efficacy of vaccines and treatments for COVID-19; the impact of the United Kingdom's exit from the European Union; defaults on or downgrades of sovereign debt and the impact of any of those events on consumer spending; changes in consumer preferences and popularity of particular designs, new product development and introduction; decrease in mall traffic and increase in e-commerce; the ability of the Company to successfully implement its business strategies, competitive products and pricing; the impact of "smart" watches and other wearable tech products on the traditional watch market; seasonality; availability of alternative sources of supply in the case of the loss of any significant supplier or any supplier's inability to fulfill the Company's orders; the loss of or curtailed sales to significant customers; the Company's dependence on key employees and officers; the ability to successfully integrate the operations of acquired businesses without disruption to other business activities; the possible impairment of acquired intangible assets including goodwill if the carrying value of any reporting unit were to exceed its fair value; volatility in reported earnings resulting from changes in the estimated fair value of contingent acquisition consideration; the continuation of the Company's major warehouse and distribution centers; the continuation of licensing arrangements with third parties; losses possible from pending or future litigation and administrative proceedings; the ability to secure and protect trademarks, patents and other intellectual property rights; the ability to lease new stores on suitable terms in desired markets and to complete construction on a timely basis; the ability of the Company to successfully manage its expenses on a continuing basis; information systems failure or breaches of network security; complex and quickly-evolving regulations regarding privacy and data protection; the continued availability to the Company of financing and credit on favorable terms; business disruptions; and general risks associated with doing business outside the United States including, without limitation, import duties, tariffs (including retaliatory tariffs), quotas, political and economic stability, changes to existing laws or regulations, and success of hedging strategies with respect to currency exchange rate fluctuations.

These risks and uncertainties, along with the risk factors discussed under Item 1A. "Risk Factors" in the Company's 2021 Annual Report on Form 10-K, should be considered in evaluating any forward-looking statements contained in this report or incorporated by reference herein. All forward-looking statements speak only as of the date of this report or, in the case of any document incorporated by reference, the date of that document. All subsequent written and oral forward-looking statements attributable to the Company or any person acting on its behalf are qualified by the cautionary statements in this section. The Company undertakes no obligation to update or publicly release any revisions to forward-looking statements to reflect events, circumstances or changes in expectations after the date of this report.



                                       23

--------------------------------------------------------------------------------

Critical Accounting Policies and Estimates

The Company's Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States and those significant policies are more fully described in Note 1 to the Company's consolidated financial statements. The preparation of these financial statements and the application of certain critical accounting policies require management to make judgments based on estimates and assumptions that affect the information reported. On an on-going basis, management evaluates its estimates and judgments, including those related to sales discounts and markdowns, product returns, bad debt, inventories, income taxes, warranty obligations, useful lives of property, plant and equipment, impairments, stock-based compensation and contingencies and litigation. Management bases its estimates and judgments about the carrying values of assets and liabilities that are not readily apparent from other sources on historical experience, contractual commitments and on various other factors that are believed to be reasonable under the circumstances. Actual results could differ from these estimates.

Critical accounting policies are those that are most important to the portrayal of the Company's financial condition and the results of operations and require management's most difficult, subjective and complex judgments as a result of the need to make estimates about the effect of matters that are inherently uncertain. The Company's most critical accounting policies have been discussed in the Company's 2021 Annual Report on Form 10-K and are incorporated by reference herein. As of July 31, 2021, there have been no material changes to any of the Company's critical accounting policies.

Overview

The Company conducts its business in two operating segments: Watch and Accessory Brands and Company Stores. The Company's Watch and Accessory Brands segment includes the designing, manufacturing and distribution of watches and, to a lesser extent, jewelry and other accessories, of owned and licensed brands, in addition to revenue generated from after-sales service activities and shipping. The Company Stores segment includes the Company's retail outlet business in the United States and Canada. The Company also operates in two major geographic locations: United States and International, the latter of which includes the results of all non-U.S. Company operations.

The Company divides its watch and accessory business into two principal categories: the owned brands category and the licensed brands category. The owned brands category consists of the Movado®, Concord®, Ebel®, Olivia Burton® and MVMT® brands. Products in the licensed brands category include the following brands manufactured and distributed under license agreements with the respective brand owners: Coach®, Tommy Hilfiger®, HUGO BOSS®, Lacoste® and SCUDERIA FERRARI®.

Gross margins vary among the brands included in the Company's portfolio and also among watch models within each brand. Watches in the Company's owned brands category generally earn higher gross margin percentages than watches in the licensed brands category. The difference in gross margin percentages within the licensed brands category is primarily due to the impact of royalty payments made on the licensed brands. Gross margins in the Company's e-commerce business generally earn higher gross margin percentages than those of the traditional wholesale business. Gross margins in the Company's outlet business are affected by the mix of product sold and may exceed those of the wholesale business since the Company earns margins on its outlet store sales from manufacture to point of sale to the consumer.

Recent Developments and Initiatives

COVID-19

The COVID-19 pandemic and related public health measures materially impacted the Company's operating results for the fiscal year ended January 31, 2021 and continue to materially affect how we and our customers and suppliers operate our businesses. For example, temporary closures and other restrictions affecting brick and mortar retail stores resulted in sales declines in the Company's outlet stores and in its wholesale business during fiscal 2021 relative to the prior year period. These declines were partially offset by strong growth in e-commerce sales, by both the Company and many of its retail customers. In addition, during the 2021 fiscal year and continuing through the second quarter of fiscal 2022, the Company has implemented remote work policies and employed additional safety measures for people continuing critical on-site work. These policies and measures have caused strain for, and may have adversely impacted the productivity of, certain employees.

The Company expects adverse impacts on net sales to continue in fiscal 2022 in its retail and wholesale channels as consumers continue to follow social distancing requirements or recommendations and other safety measures, which may decrease demand for our products as consumers have fewer occasions to use and wear our products, as well as face layoffs and other negative economic impacts from the COVID-19 outbreak that adversely affect their disposable income and discretionary purchases. These trends could worsen if COVID-19 infections increase as new variants and strains emerge or if treatments and vaccines are not as effective as expected. The ongoing impact of the outbreak of COVID-19 on the Company's liquidity, revenues, impairment considerations surrounding the Company's long-lived assets and results of operations cannot be reasonably predicted at this time due to the high level of uncertainty regarding



                                       24

--------------------------------------------------------------------------------

future developments, the duration of containment measures, the speed at which vaccines are administered to the general public and the timeline for recovery. The global macroeconomic effects of the pandemic as well as the microeconomic effects on our customers, consumers and their purchasing decisions may persist for an indeterminable period even after the pandemic has subsided.

In response to this challenging environment, while the Company's focus has remained on the health and safety of its associates, customers and business partners, the Company has taken and continues to take the following actions:





Revenue-Generating Activities

?

Enhancing the Company's e-commerce platforms and ensuring that distribution centers remain operational across all major regions; and ? Supporting the Company's wholesale customers as local containment measures ease throughout the world.

Minimizing Non-Essential Operating Costs Across All Key Areas of Spend



?

Driving SG&A savings by minimizing non-essential operating costs, right-sizing marketing expenses to the lower revenue base while maintaining a focus on digital, and driving procurement savings, including by reducing third party services. These initiatives resulted in fiscal 2021 SG&A savings of approximately $90 million (Organizational Costs savings included in this $90 million are detailed below) as compared to the prior year. The Company currently anticipates that approximately a third of these savings will recur in fiscal 2022.

Strengthening the Company's Balance Sheet and Enhancing Financial Flexibility



?
Adapting our inventory management to more precisely take account of market
conditions and expected demand; and
?
Reducing capital expenditures while prioritizing investment in high-return
projects particularly in digital.

Preserving Liquidity



?

Suspending the share repurchase program during fiscal 2021. The Company subsequently announced on March 25, 2021 the establishment of a new share repurchase program under which the Company is authorized to purchase up to $25.0 million of its outstanding common stock from time to time; and ? Suspending the Company's regular quarterly cash dividend during fiscal 2021. The Company subsequently paid a cash dividend of $0.10 per share on February 5, 2021 and paid a cash dividend of $0.20 per share on each of April 21, 2021 and June 23, 2021.

Addressing Organizational Costs



?
Applied for and received an aggregate of approximately $6.0 million in
government payroll subsidy programs in various countries in fiscal 2021 to
mitigate payroll expense;
?
Furloughed approximately 80% of the Company's North American workforce from
early April generally through early August 2020, resulting in compensation
expense savings of approximately $10.5 million;
?
Reduced salaries during the furlough period of all active salaried employees by
15% to 25%, except for Chairman and Chief Executive Officer Efraim Grinberg, who
volunteered to forego all salary during the furlough period. The Board of
Directors also waived the cash portion of their compensation during that period.
These actions resulted in compensation expense savings of approximately $1.5
million;
?
Froze the Company's match on executive deferred compensation plans and the
Company's 401(k) match from early April through the end of fiscal 2021, with
such matches being resumed in the first quarter of fiscal 2022. The freeze
resulted in compensation expense savings of approximately $1.3 million; and
?
Implemented a permanent workforce reduction that resulted in approximately $9
million of savings in fiscal 2021 and is expected to result in savings in the
range of $14 million to $16 million in fiscal year 2022.



The Company will continue to consider near-term demands and the long-term financial health of the business as steps are taken to mitigate the consequences of the COVID-19 pandemic and the uncertain business environment.







                                       25

--------------------------------------------------------------------------------

Fiscal 2021 Impairments

During the three months ended April 30, 2020, in light of the COVID-19 pandemic that resulted in the closing of the Company's stores and of the vast majority of the stores of the Company's wholesale customers (resulting in a decrease in revenues and gross margin), a decrease in customer spending and the recent decline in global equity markets, the Company concluded that a triggering event had occurred during the first quarter of fiscal 2021, resulting in the need to perform a quantitative interim impairment assessment over the Company's Olivia Burton, MVMT and Company Stores' long-lived assets as well as the Watch and Accessory Brands reporting unit.

The Company made revisions to its internal forecasts, resulting in a reduction in both current and future expected cash flows, due to the COVID-19 pandemic and the uncertain business environment. As a result, during the first quarter of fiscal 2021, the Company recorded impairment charges related to goodwill of $133.7 million and intangible assets related to MVMT's tradename and customer relationships of $22.2 million.

Results of Operations Overview

The following is a discussion of the results of operations for the three and six months ended July 31, 2021 compared to the three and six months ended July 31, 2020, along with a discussion of the changes in financial condition during the first six months of fiscal 2022. The Company's results of operations for the first six months of fiscal 2022 should not be deemed indicative of the results that we will experience for the full year of fiscal 2022. See "Recent Developments and Initiatives" above. See also "Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended January 31, 2021 filed with the Securities and Exchange Commission on March 25, 2021.

Results of operations for the three months ended July 31, 2021 as compared to the three months ended July 31, 2020

Net Sales: Comparative net sales by business segment were as follows (in
thousands):



                                     Three Months Ended
                                          July 31,
                                      2021          2020
Watch and Accessory Brands:
United States                      $   58,688     $ 24,895
International                          87,491       53,294
Total Watch and Accessory Brands      146,179       78,189
Company Stores:
United States                          26,799        9,871
International                             896          478
Total Company Stores                   27,695       10,349
Net Sales                          $  173,874     $ 88,538

Comparative net sales by categories were as follows (in thousands):





                                      Three Months Ended
                                           July 31,
                                       2021          2020
Watch and Accessory Brands:
Owned brands category               $   60,902     $ 31,622
Licensed brands category                84,077       46,414
After-sales service and all other        1,200          153
Total Watch and Accessory Brands       146,179       78,189
Company Stores                          27,695       10,349
Net Sales                           $  173,874     $ 88,538




Net Sales


Net sales for the three months ended July 31, 2021 were $173.9 million, $85.3 million or 96.4% above the prior year period. This increase is primarily as a result of the partial recovery from the ongoing COVID-19 pandemic. For the three months ended July 31, 2021, fluctuations in foreign currency exchange rates positively impacted net sales by $5.2 million when compared to the prior year period.



                                       26

--------------------------------------------------------------------------------

Watch and Accessory Brands Net Sales

Net sales for the three months ended July 31, 2021 in the Watch and Accessory Brands segment were $146.2 million, above the prior year period by $68.0 million, or 87.0%. The increase in net sales was primarily due to growth in online retailers, both in the Company's owned and wholesale customers' e-commerce websites, and growth in the Company's wholesale customers due to the partial recovery from the ongoing COVID-19 pandemic. Prior period net sales were negatively impacted by closures and restrictions affecting the stores of the Company's wholesale customers during a portion of the period due to the COVID-19 pandemic. Some of these restrictions have continued into fiscal 2022. There were increases in net sales in both the United States and International locations of the Watch and Accessory Brands segment.

United States Watch and Accessory Brands Net Sales

Net sales for the three months ended July 31, 2021 in the United States locations of the Watch and Accessory Brands segment were $58.7 million, above the prior year period by $33.8 million, or 135.7%, resulting from net sales increases across all brands in both the owned and licensed brand categories primarily due to the partial recovery from the ongoing COVID-19 pandemic. The net sales recorded in the owned brands category increased by $26.3 million, or 129.8%, and net sales recorded in the licensed brand category increased $6.4 million, or 134.6%.

International Watch and Accessory Brands Net Sales

Net sales for the three months ended July 31, 2021 in the International locations of the Watch and Accessory Brands segment were $87.5 million, above the prior year by $34.2 million, or 64.2%, which included fluctuations in foreign currency exchange rates which favorably impacted net sales by $5.2 million when compared to the prior year period. The increase in net sales was across most brands in both the owned and licensed brand categories primarily due to the partial recovery from the ongoing COVID-19 pandemic. The net sales increase recorded in the owned brands category was $2.9 million, or 26.0% and is due to sales increases in all regions. The net sales increase in the licensed brands category was $31.3 million, or 75.1%, due to net sales increases in all regions.





Company Stores Net Sales

Net sales for the three months ended July 31, 2021 in the Company Stores segment were $27.7 million, $17.3 million or 167.6% above the prior year period. The net sales increase is primarily the result of all of the Company's retail stores being open during the period as compared to the closure of the Company's retail stores during part of the prior year period in response to the COVID-19 pandemic and lessened restrictions on the Company's retail stores during the period as compared to the same period in the prior year. As of July 31, 2021 and 2020, the Company operated 49 and 47 retail outlet locations, respectively.

Gross Profit

Gross profit for the three months ended July 31, 2021 was $98.5 million or 56.6% of net sales as compared to $45.4 million or 51.2% of net sales in the prior year period. The increase in gross profit of $53.1 million was primarily due to higher net sales combined with a higher gross margin percentage. The increase in the gross margin percentage of approximately 540 basis points for the three months ended July 31, 2021 resulted primarily from a favorable impact of sales mix of approximately 500 basis points and a positive impact of fluctuations in foreign exchange rates of approximately 80 basis points, partially offset by approximately 40 basis points resulting primarily from increased spending on certain fixed costs mainly due to the non-reoccurrence of the furloughing of employees and temporary salary reductions during a portion of the prior year period in response to the COVID-19 pandemic.

Selling, General and Administrative ("SG&A")

SG&A expenses for the three months ended July 31, 2021 were $73.8 million, representing an increase from the prior year period of $19.5 million, or 36.0%. The prior year period included corporate initiative charges primarily in response to the COVID-19 pandemic of $7.4 million consisting of $7.0 million in severance and payroll related and $0.4 million in other restructuring charges. Excluding these charges SG&A expenses would have increased $26.9 million primarily from higher marketing expenses of $11.8 million; an increase in payroll related expenses of $6.9 million primarily due to the non-reoccurrence of the furloughing of employees and temporary salary reductions during a portion of the prior year period in response to the COVID-19 pandemic; an increase in performance-based compensation of $4.6 million; an increase of $1.4 million in consulting and recruiting charges and an increase in credit card fees and sales commissions of $1.2 million due to higher sales in the current year period as compared to the prior year period. For the three months ended July 31, 2021, fluctuations in foreign currency rates related to the foreign subsidiaries negatively impacted SG&A expenses by $0.7 million when compared to the prior year period.

Watch and Accessory Brands Operating Income/(Loss)

For the three months ended July 31, 2021, the Company recorded operating income of $15.7 million in the Watch and Accessory Brands segment which includes $13.0 million of unallocated corporate expenses as well as $16.9 million of certain intercompany profits related



                                       27

--------------------------------------------------------------------------------

to the Company's supply chain operations. For the three months ended July 31, 2020, the Company recorded an operating loss of $9.9 million in the Watch and Accessory Brands segment which included $6.1 million of unallocated corporate expenses as well as $11.2 million of certain intercompany profits related to the Company's supply chain operations. The increase in operating income was the result of an increase in gross profit of $41.1 million, partially offset by an increase in SG&A expenses of $15.5 million when compared to the prior year period. The SG&A expenses for the prior year period included corporate initiatives charges primarily in response to the COVID-19 pandemic of $7.4 million consisting of $7.0 million in severance and payroll related and $0.4 million in other restructuring charges. Without these charges SG&A expense would have increased $22.9 million. The increase in gross profit was the result of higher sales combined with a higher gross margin percentage. The underlying increase in SG&A expenses of $22.9 million resulted primarily from higher marketing expenses of $10.7 million; an increase in payroll related expenses of $5.2 million primarily due to the non-reoccurrence of the furloughing of employees and temporary salary reductions during a portion of the prior year period in response to the COVID-19 pandemic; an increase in performance-based compensation of $4.5 million; an increase of $1.4 million in consulting and recruiting charges and an increase in credit card fees and sales commissions of $0.6 million due to higher sales in the current year period as compared to the prior year period. For the three months ended July 31, 2021, fluctuations in foreign currency exchange rates positively impacted the Watch and Accessory Brands segment operating income by $1.6 million when compared to the prior year period.

U.S. Watch and Accessory Brands Operating Income/(Loss)

In the United States locations of the Watch and Accessory Brands segment, for the three months ended July 31, 2021, the Company recorded operating income of $0.6 million which includes unallocated corporate expenses of $13.0 million. For the three months ended July 31, 2020 the Company recorded an operating loss of $15.2 million in the United States locations of the Watch and Accessory Brands segment which included unallocated corporate expenses of $6.1 million. The improvement in operating income was the result of higher gross profit of $23.4 million, partially offset by an increase in SG&A expenses of $7.6 million when compared to the prior year period. The SG&A expenses for the prior year period included corporate initiatives charges primarily in response to the COVID-19 pandemic of $6.6 million consisting of $6.2 million in severance and payroll related and $0.4 million in other restructuring charges. Without these charges SG&A expense would have increased $14.2 million. The increase in gross profit of $23.4 million was due to higher sales, combined with a higher gross margin percentage. The underlying increase in SG&A expenses of $14.2 million resulted primarily from higher marketing expenses of $5.5 million; an increase in performance-based compensation of $4.5 million; an increase in payroll related expenses of $2.9 million primarily due to the non-reoccurrence of the furloughing of employees and temporary salary reductions during a portion of the prior year period in response to the COVID-19 pandemic; an increase of $0.7 million in consulting and recruiting charges and an increase in credit card fees of $0.3 million due to higher sales in the current year period as compared to the prior year period.

International Watch and Accessory Brands Operating Income

In the International locations of the Watch and Accessory Brands segment, for the three months ended July 31, 2021, the Company recorded operating income of $15.1 million which includes $16.9 million of certain intercompany profits related to the Company's International supply chain operations. For the three months ended July 31, 2020 the Company recorded operating income of $5.3 million in the International locations of the Watch and Accessory Brands segment which included which included $11.2 million of certain intercompany profits related to the Company's supply chain operations. The increase in operating income was primarily related to a higher gross profit of $17.7 million, partially offset with higher SG&A expenses of $7.9 million. The SG&A expenses for the prior year period included corporate initiatives charges primarily in response to the COVID-19 pandemic of $0.8 million in severance and payroll related. Without these charges SG&A expense would have increased $8.7 million. The increase in gross profit of $17.7 million was due to higher net sales combined with a higher gross margin percentage. The underlying increase in SG&A expenses of $8.7 million resulted primarily from higher marketing expenses of $5.2 million; an increase in payroll related expenses of $2.3 million primarily as a result of the non-reoccurrence of the furloughing of employees and temporary salary reductions during a portion of the prior year period in response to the COVID-19 pandemic; an increase of $0.7 million in consulting and recruiting charges and an increase of $0.3 million in sales commissions due to higher sales in the current year period as compared to the prior year period. Fluctuation in foreign currency exchange rates positively impacted operating income by $1.6 million when compared to the prior year period.

Company Stores Operating Income/(Loss)

The Company recorded operating income of $8.9 million and $1.0 million in the Company Stores segment for the three months ended July 31, 2021 and 2020, respectively. The increase in operating income of $7.9 million was primarily related to higher gross profit of $11.9 million mainly due to higher sales and a higher gross margin percentage, partially offset by a $4.0 million increase in SG&A expenses. The increase in SG&A expenses was primarily due to higher marketing expenses of $1.1 million; an increase in payroll related expenses of $1.7 million primarily due to company stores being open throughout the period (as compared to the significant closures during the prior year period) and an increase in credit card fees and sales commissions of $0.6 million due to higher sales in the current year period as compared to the prior year period. As of July 31, 2021, and 2020, the Company operated 49 and 47 retail outlet locations, respectively.



                                       28

--------------------------------------------------------------------------------






Other Non-Operating Income


The Company recorded other income of $0.3 million primarily due to the final settlement related to a sale of a building in an international location in the prior year period and the non-service components of the Company's Swiss pension plan for the three months ended July 31, 2021.

The Company recorded a gain on sale of a non-operating asset of $1.3 million related to a sale of a building in an international location for the three months ended July 31, 2020.





Interest Expense


Interest expense was $0.2 million and $0.6 million for the three months ended July 31, 2021 and 2020, respectively. The decrease was primarily due to lower weighted average borrowings outstanding under the Company's revolving credit facility and a lower weighted average interest rate partially offset by higher unused credit line fees during the three months ended July 31, 2021 as compared to the three months ended July 31, 2020.

Income Taxes

The Company recorded an income tax provision of $5.3 million and an income tax benefit of $1.6 million for the three months ended July 31, 2021 and 2020, respectively.

The effective tax rate was 21.5% and 19.1% for the three months ended July 31, 2021 and 2020, respectively. The significant components of the effective tax rate changed primarily due to prior year impairments of the portion of goodwill of the Watch and Accessory Brands reporting unit which is not tax deductible, partially offset by a change in the tax rate for the Company's subsidiary in the United Kingdom in the prior year and changes in jurisdictional earnings.

Net Income/(Loss) Attributable to Movado Group, Inc.

The Company recorded net income attributable to Movado Group, Inc. of $19.4 million and net loss attributable to Movado Group, Inc. of $6.6 million, for the three months ended July 31, 2021 and 2020, respectively.

Results of operations for the six months ended July 31, 2021 as compared to the six months ended July 31, 2020

Net Sales: Comparative net sales by business segment were as follows (in
thousands):



                                      Six Months Ended
                                           July 31,
                                     2021          2020
Watch and Accessory Brands:
United States                      $ 106,555     $  47,202
International                        155,903        94,273
Total Watch and Accessory Brands     262,458       141,475
Company Stores:
United States                         44,825        16,098
International                          1,389           631
Total Company Stores                  46,214        16,729
Net Sales                          $ 308,672     $ 158,204




                                       29

--------------------------------------------------------------------------------

Comparative net sales by categories were as follows (in thousands):





                                       Six Months Ended
                                            July 31,
                                      2021          2020
Watch and Accessory Brands:
Owned brands category               $ 109,273     $  56,983
Licensed brands category              151,703        82,098
After-sales service and all other       1,482         2,394
Total Watch and Accessory Brands      262,458       141,475
Company Stores                         46,214        16,729
Net Sales                           $ 308,672     $ 158,204


Net Sales


Net sales for the six months ended July 31, 2021 were $308.7 million, $150.5 million or 95.1% above the prior year period. This increase is primarily as a result of the partial recovery from the ongoing COVID-19 pandemic. For the six months ended July 31, 2021, fluctuations in foreign currency exchange rates positively impacted net sales by $9.6 million when compared to the prior year period.

Watch and Accessory Brands Net Sales

Net sales for the six months ended July 31, 2021 in the Watch and Accessory Brands segment were $262.5 million, above the prior year period by $121.0 million, or 85.5%. The increase in net sales was primarily due to growth in online retailers, both in the Company's owned and wholesale customers' e-commerce websites, and growth in the Company's wholesale customers due to the partial recovery from the ongoing COVID-19 pandemic. Prior period net sales were negatively impacted by closures and restrictions affecting the stores of the Company's wholesale customers during a portion of the period due to the COVID-19 pandemic. Some of these restrictions have continued into fiscal 2022. There were increases in net sales in both the United States and International locations of the Watch and Accessory Brands segment.

United States Watch and Accessory Brands Net Sales

Net sales for the six months ended July 31, 2021 in the United States locations of the Watch and Accessory Brands segment were $106.6 million, above the prior year period by $59.4 million, or 125.7%, resulting from net sales increases across all brands in both the owned and licensed brand categories primarily due to the partial recovery from the ongoing COVID-19 pandemic. The net sales recorded in the owned brands category increased by $47.4 million, or 129.8%, and net sales recorded in the licensed brand category increased $12.5 million, or 129.3%.

International Watch and Accessory Brands Net Sales

Net sales for the six months ended July 31, 2021 in the International locations of the Watch and Accessory Brands segment were $155.9 million, above the prior year by $61.6 million, or 65.4%, which included fluctuations in foreign currency exchange rates which favorably impacted net sales by $9.6 million when compared to the prior year period. The increase in net sales was across most brands in both the owned and licensed brand categories primarily due to the partial recovery from the ongoing COVID-19 pandemic. The net sales increase recorded in the owned brands category was $4.9 million, or 24.0% and is due to sales increases in all regions. The net sales increase in the licensed brands category was $57.1 million, or 78.8%, due to net sales increases in all regions.





Company Stores Net Sales

Net sales for the six months ended July 31, 2021 in the Company Stores segment were $46.2 million, $29.5 million or 176.3% above the prior year period. The net sales increase is primarily the result of all of the Company's retail stores being open during the period as compared to the closure of the Company's retail stores during part of the prior year period in response to the COVID-19 pandemic and lessened restrictions on the Company's retail stores during the period as compared to the same period in the prior year. As of July 31, 2021 and 2020, the Company operated 49 and 47 retail outlet locations, respectively.

Gross Profit

Gross profit for the six months ended July 31, 2021 was $172.7 million or 55.9% of net sales as compared to $77.2 million or 48.8% of net sales in the prior year period. The increase in gross profit of $95.4 million was primarily due to higher net sales combined with a higher gross margin percentage. The increase in the gross margin percentage of approximately 710 basis points for the six months ended July 31, 2021 resulted primarily from a favorable impact of sales mix of approximately 330 basis points, the non-recurrence of a prior year charge related to an increase in inventory reserves in response to the COVID-19 pandemic of approximately 220 basis points,



                                       30

--------------------------------------------------------------------------------

increased leveraging of certain fixed costs as a result of higher sales of approximately 80 basis points and a positive impact of fluctuations in foreign exchange rates of approximately 80 basis points.

Selling, General and Administrative ("SG&A")

SG&A expenses for the six months ended July 31, 2021 were $134.8 million, representing an increase from the prior year period of $22.4 million, or 19.9%. The prior year period included corporate initiative charges primarily in response to the COVID-19 pandemic of $11.1 million consisting of $7.9 million in severance and payroll related, $1.5 million in write-off of unrefunded trade show deposits, $1.1 million in additional accounts receivable reserves and $0.6 million in other restructuring charges. Excluding these charges SG&A expenses would have increased $33.5 million primarily from higher marketing expenses of $18.5 million; an increase in performance-based compensation of $6.5 million; an increase in payroll related expenses of $5.7 million primarily due to the non-reoccurrence of the furloughing of employees and temporary salary reductions during a portion of the prior year period in response to the COVID-19 pandemic and an increase in credit card fees and sales commissions of $2.1 million due to higher sales in the current year period as compared to the prior year period. The increase in SG&A was partially offset by a decrease of $0.5 million in customer and sales promotions. For the six months ended July 31, 2021, fluctuations in foreign currency rates related to the foreign subsidiaries negatively impacted SG&A expenses by $1.7 million when compared to the prior year period.

Impairment of Goodwill and Intangible Assets

As a result of the economic conditions caused by the response to COVID-19, the Company performed a quantitative assessment of its goodwill and long-lived intangible assets at April 30, 2020. The Company recorded a goodwill impairment of $133.7 million related to the Company's Watch and Accessory Brands reporting unit as the carrying value of goodwill exceeded the fair value at April 30, 2020. The Company also recorded a $22.2 million impairment charge related to MVMT's trade name and customer relationships as the carrying amount of these long-lived intangible assets exceeded the fair value.

Watch and Accessory Brands Operating Income/(Loss)

For the six months ended July 31, 2021 the Company recorded operating income of $24.5 million in the Watch and Accessory Brands segment which includes $21.9 million of unallocated corporate expenses as well as $30.8 million of certain intercompany profits related to the Company's supply chain operations. For the six months ended July 31, 2020, the Company recorded an operating loss of $189.6 million in the Watch and Accessory Brands segment, which included goodwill and intangible asset impairment charges of $133.7 million and $22.2 million, respectively. Without these charges, for the six months ended July 31, 2020, operating loss would have been $33.6 million which included $12.1 million of unallocated corporate expenses as well as $22.3 million of certain intercompany profits related to the Company's supply chain operations. In addition to the asset impairments in the prior year period, the increase in operating income was the result of an increase in gross profit of $74.6 million, which included corporate initiatives costs in the prior year period of $3.5 million comprising an increase in inventory reserves, partially offset by an increase in SG&A expenses of $16.5 million when compared to the prior year period. The SG&A expenses for the prior year period included corporate initiatives charges primarily in response to the COVID-19 pandemic of $11.1 million consisting of $7.9 million in severance and payroll related, $1.5 million in write-off of unrefunded trade show deposits, $1.1 million in additional accounts receivable reserves and $0.6 million in other restructuring charges. Without these charges SG&A expense would have increased $27.6 million. The increase in gross profit was the result of higher sales combined with a higher gross margin percentage. The underlying increase in SG&A expenses of $27.6 million resulted primarily from higher marketing expenses of $16.7 million; an increase in performance-based compensation of $6.1 million; an increase in payroll related expenses of $3.6 million primarily due to the non-reoccurrence of the furloughing of employees and temporary salary reductions during a portion of the prior year period in response to the COVID-19 pandemic and an increase in credit card fees and sales commissions of $1.3 million due to higher sales in the current year period as compared to the prior year period. The increase in SG&A expense was partially offset by a decrease of $0.5 million in customer and sales promotions. For the six months ended July 31, 2021, fluctuations in foreign currency exchange rates positively impacted the Watch and Accessory Brands segment operating income by $2.6 million when compared to the prior year period.

U.S. Watch and Accessory Brands Operating Loss

In the United States locations of the Watch and Accessory Brands segment, for the six months ended July 31, 2021, the Company recorded an operating loss of $3.5 million, which includes unallocated corporate expenses of $21.9 million. For the six months ended July 31, 2020 the Company recorded an operating loss of $132.8 million in the United States locations of the Watch and Accessory Brands segment which included goodwill and intangible asset impairment charges of $77.5 million and $22.2 million, respectively. Without these charges, for the six months ended July 31, 2020, operating loss would have been $33.1 million, which included unallocated corporate expenses of $12.1 million. In addition to these assets impairments in the prior year period, the decrease in operating loss was the result of higher gross profit of $41.9 million, which included corporate initiative costs in the prior year period of $3.5 million comprising an increase in inventory reserves, partially offset by an increase in SG&A expenses of $12.3 million when compared to the prior year period. The SG&A expenses for the prior year period included corporate initiatives charges primarily in response to the COVID-19 pandemic of $7.8 million primarily consisting of $6.3 million in severance and payroll related, $1.1 million in additional accounts receivable reserves and $0.3 million in other restructuring charges. Without these charges SG&A expense would have increased $20.1 million. The increase in gross profit of $41.9 million was due to higher sales, combined with a higher gross margin percentage.



                                       31

--------------------------------------------------------------------------------

The underlying increase in SG&A expenses of $20.1 million resulted primarily from higher marketing expenses of $9.9 million; an increase in performance-based compensation of $6.1 million; an increase in payroll related expenses of $2.8 million primarily due to the non-reoccurrence of the furloughing of employees and temporary salary reductions during a portion of the prior year period in response to the COVID-19 pandemic and an increase in credit card fees of $0.6 million due to higher sales in the current year period as compared to the prior year period.

International Watch and Accessory Brands Operating Income/(Loss)

In the International locations of the Watch and Accessory Brands segment, for the six months ended July 31, 2021 the Company recorded operating income of $28.0 million, which includes $30.8 million of certain intercompany profits related to the Company's International supply chain operations. For the six months ended July 31, 2020 the Company recorded an operating loss of $56.7 million in the International locations of the Watch and Accessory Brands segment which included goodwill impairment charges of $56.2 million. Without this charge, for the six months ended July 31, 2020, operating loss would have been $0.5 million, which included $22.3 million of certain intercompany profits related to the Company's supply chain operations. In addition to the goodwill impairment charge, the increase in operating income was primarily related to higher gross profit of $32.7 million, partially offset by higher SG&A expenses of $4.2 million. The SG&A expenses for the prior year period included corporate initiatives charges primarily in response to the COVID-19 pandemic of $3.3 million consisting of $1.6 million in severance and payroll related, $1.5 million in write-off of unrefunded trade show deposits and $0.2 million in other restructuring charges. Without these charges SG&A expense would have increased $7.5 million. The increase in gross profit of $32.7 million was due to higher net sales combined with a higher gross margin percentage. The underlying increase in SG&A expenses of $7.5 million resulted primarily from higher marketing expenses of $6.8 million; an increase in payroll related expenses of $0.8 million primarily due to the non-reoccurrence of the furloughing of employees and temporary salary reductions during a portion of the prior year period in response to the COVID-19 pandemic and an increase sales commissions and credit card fees of $0.7 million due to higher sales in the current year period as compared to the prior year period. The increase in SG&A expenses was partially offset by a decrease of $0.5 million in customer and sales promotions. Fluctuation in foreign currency exchange rates positively impacted operating income by $2.6 million when compared to the prior year period.

Company Stores Operating Income/(Loss)

The Company recorded operating income of $13.4 million and operating loss of $1.5 million in the Company Stores segment for the six months ended July 31, 2021 and 2020, respectively. The improvement in operating income of $14.9 million was primarily related to higher gross profit of $20.8 million mainly due to higher sales and a higher gross margin percentage, partially offset by a $5.9 million increase in SG&A expenses. The increase in SG&A expenses was primarily due to an increase in payroll related expenses of $2.1 million primarily due to company stores being open throughout the period (as compared to the significant closures during the prior year period); higher marketing expenses of $1.8 million; an increase in credit card fees and sales commissions of $0.8 million due to higher sales in the current year period as compared to the prior year period and an increase in performance-based compensation of $0.4 million. As of July 31, 2021, and 2020, the Company operated 49 and 47 retail outlet locations, respectively.





Other Non-Operating Income



The Company recorded other income of $0.4 million primarily due to the final settlement related to a sale of a building in an international location in the prior year period and the non-service components of the Company's Swiss pension plan for the six months ended July 31, 2021.

The Company recorded a gain on sale of a non-operating asset of $1.3 million related to a sale of a building in an international location for the six months ended July 31, 2020.





Interest Expense


Interest expense was $0.4 million and $0.9 million for the six months ended July 31, 2021 and 2020, respectively. The decrease was primarily due to lower weighted average borrowings outstanding under the Company's revolving credit facility partially offset by a higher weighted average interest rate and higher unused credit line fees during the six months ended July 31, 2021 as compared to the six months ended July 31, 2020.

Income Taxes

The Company recorded an income tax provision of $8.6 million and an income tax benefit of $33.9 million for the six months ended July 31, 2021 and 2020, respectively.

The effective tax rate was 22.9% and 17.8% for the six months ended July 31, 2021 and 2020, respectively. The significant components of the effective tax rate changed primarily due to prior year impairments of the portion of goodwill of the Watch and Accessory Brands reporting unit which is not tax deductible and the recording of valuation allowances on certain foreign deferred tax assets in the current year, partially offset by the CARES Act NOL Carryback Provision in the prior year.



                                       32

--------------------------------------------------------------------------------

Net Income/(Loss) Attributable to Movado Group, Inc.

The Company recorded net income attributable to Movado Group, Inc. of $28.8 million and net loss attributable to Movado Group, Inc. of $156.6 million, for the six months ended July 31, 2021 and 2020, respectively.

LIQUIDITY AND CAPITAL RESOURCES

The Company believes that cash flows from operations, including the impact of the Company corporate initiatives, combined with existing cash on hand and amounts available under its credit lines provide adequate funds to support its operating, capital and debt service requirements for the next twelve months subsequent to the issuance of these financial statements. During fiscal 2021 the Company's cash generated from operations was negatively impacted due to widespread closures of the Company's retail locations and the Company's wholesale customers' stores as a result of the COVID-19 pandemic. The Company entered this period of uncertainty with a healthy liquidity position, and it took actions to enhance the Company's financial liquidity and flexibility, including minimizing all non-essential operating expenses (including marketing, travel and consulting services), reevaluating all capital expenditures, furloughing approximately 80% of the Company's North American workforce during March through June 2020 and temporarily reducing the work-rate of international employees while applying for available government payroll subsidies in accordance with local government guidelines and programs, suspending the Company's share repurchase program and regular quarterly dividend during fiscal 2021, reducing salaries and suspending Board of Director fees from April through June 2020, amending license agreements to reduce its royalty obligations in fiscal 2021, and negotiating rent deferrals or other arrangements in respect of its rent obligations for its Company Stores and certain other leases. As a precautionary measure, the Company borrowed an additional $30.9 million under its revolving credit facility in March 2020 and amended its revolving credit facility to modify some of its financial covenants. However, during the first quarter of fiscal 2022, certain of these modifications were eliminated as a result of the Company's achievement of certain milestones as of and for the periods ending January 31, 2021, as described below. During fiscal 2021, the Company repaid $64.5 million under its revolving credit facility and repaid an additional $21.1 million during the first six months of fiscal 2022. At July 31, 2021, zero remained outstanding under the Company's revolving facility. Although the Company believes it has adequate sources of liquidity over the long term, continued uncertainty surrounding the COVID-19 pandemic, an economic recession or a slow recovery could adversely affect the Company's business and liquidity.

At July 31, 2021 the Company had working capital of $369.4 million as compared to $324.1 million at July 31, 2020. The increase in working capital was primarily the result of an increase in accounts receivable resulting primarily from higher sales and an increase in cash of $29.5 million partially offset by an increase in accounts payable. The Company defines working capital as the difference between current assets and current liabilities.

The Company had $22.7 million of cash provided by operating activities for the six months ended July 31, 2021 as compared to $11.4 million of cash used in operating activities for the six months ended July 31, 2020. Cash provided by operating activities for the six months ended July 31, 2021 included net income attributable to the Movado Group, Inc. of $28.8 million, positively adjusted by $12.0 million related to non-cash items. Cash provided by operating activities for the six months ended July 31, 2021 included an increase in accounts payable of $18.0 million primarily as a result of timing of payments and a decrease in income taxes receivable of $18.0 million due to a receipt of a U.S. federal income tax refund. Cash used in operating activities included an increase in investment in inventories of $33.8 million primarily to support sales growth, an increase in trade receivables of $13.2 million as a result of higher sales, a decrease in income taxes payable of $6.3 million primarily due to the timing of payments and a decrease in accrued payroll of $4.1 million primarily as a result of payments of performance-based compensation in addition to severance payments as a result of the Company's corporate initiatives.

Cash used in investing was $1.9 million for the six months ended July 31, 2021 as compared to $0.6 million for the six months ended July 31, 2020. The cash used in the six months ended July 31, 2021 was primarily related to capital expenditures of $1.8 million primarily due to the Company's opening of two new stores in Canada, website platform upgrades and the construction of shop-in-shops at some of the Company's wholesale customers. The prior year period included proceeds from a sale of a non-operating asset in Switzerland of $1.3 million.

Cash used by financing activities was $43.8 million for the six months ended July 31, 2021 as compared to cash used by financing activities of $6.7 million for the six months ended July 31, 2020. The cash used in the six months ended July 31, 2021 included repayment of bank borrowings of $21.1 million, $11.6 million in dividends paid ($2.3 million of which had been declared in January 2021), $10.0 million in stock repurchased in the open market and $1.7 million of shares repurchased as a result of the surrender of shares in connection with the vesting of certain stock awards, partially offset by $0.7 million received in connection with stock options exercised. Cash used in financing activities for the six months ended July 31, 2020 included net repayment of bank borrowings of $5.9 million.

On October 12, 2018, the Company, together with Movado Group Delaware Holdings Corporation, Movado Retail Group, Inc. and Movado LLC (together with the Company, the "U.S. Borrowers"), each a wholly owned domestic subsidiary of the Company, and Movado Watch Company S.A. and MGI Luxury Group S.A. (collectively, the "Swiss Borrowers" and, together with the U.S. Borrowers, the "Borrowers"), each a wholly owned Swiss subsidiary of the Company, entered into an Amended and Restated Credit Agreement



                                       33

--------------------------------------------------------------------------------

(the "Credit Agreement") with the lenders party thereto and Bank of America, N.A. as administrative agent (in such capacity, the "Agent"). The Credit Agreement amends and restates the Company's prior credit agreement dated as of January 30, 2015 and extends the maturity of the $100.0 million senior secured revolving credit facility (the "Facility") provided thereunder to October 12, 2023. The Facility includes a $15.0 million letter of credit subfacility, a $25.0 million swingline subfacility and a $75.0 million sublimit for borrowings by the Swiss Borrowers, with provisions for uncommitted increases to the Facility of up to $50.0 million in the aggregate subject to customary terms and conditions.

On June 5, 2020, the Company and its lenders entered into an amendment (the "Second Amendment") to the Credit Agreement effective as of April 30, 2020. Among other things, the Second Amendment provided for temporary relief with respect to the financial maintenance covenants in the Credit Agreement starting April 30, 2020 while also temporarily tightening certain covenants and temporarily increasing the interest rate and commitment fee. These temporary changes to the Credit Agreement ended as a result of the Company's achievement of certain financial milestones as of and for the periods ending January 31, 2021. In addition, the Second Amendment permanently increased the LIBOR floor for loans under the Credit Agreement from 0% to 1.00% and permanently reduced the minimum EBITDA financial covenant level to $35.0 million starting with the four-quarter period ending July 31, 2021.

The foregoing summary of the Second Amendment is qualified by reference to the full text of the amendment, which is attached as Exhibit 4.1 to the Company's quarterly report on Form 10-Q for the quarter ended April 30, 2020 and incorporated herein by reference.

As of July 31, 2021, and July 31, 2020, there was zero and $48.3 million (of which all but $10 million was denominated in Swiss Francs), respectively, in loans outstanding under the Facility. Availability under the Facility was reduced by the aggregate number of letters of credit outstanding, issued in connection with retail and operating facility leases to various landlords and for Canadian payroll to the Royal Bank of Canada, totaling approximately $0.3 million at both July 31, 2021 and July 31, 2020. At July 31, 2021, the letters of credit have expiration dates through May 31, 2022. As of July 31, 2021, and July 31, 2020, availability under the Facility was $99.7 million and $51.4 million, respectively. For additional information regarding the Facility, see Note 8 - Debt and Lines of Credit to the Consolidated Financial Statements.

The Company had weighted average borrowings under the facility of $6.5 million and $71.5 million, with a weighted average interest rate of 2.00% and 2.60% during the three months ended July 31, 2021 and 2020, respectively. The Company had weighted average borrowings under the facility of $9.8 million and $68.6 million, with a weighted average interest rate of 2.79% and 1.92%, during the six months ended July 31, 2021 and 2020, respectively.

A Swiss subsidiary of the Company maintains unsecured lines of credit with an unspecified maturity with a Swiss bank. As of July 31, 2021, and 2020, these lines of credit totaled 6.5 million Swiss Francs for both periods, with a dollar equivalent of $7.2 million and $7.1 million, respectively. As of July 31, 2021, and 2020, there were no borrowings against these lines. As of July 31, 2021 and 2020, two European banks had guaranteed obligations to third parties on behalf of two of the Company's foreign subsidiaries in the dollar equivalent of $1.3 million for both periods, in various foreign currencies, of which $0.6 million, in both periods, was a restricted deposit as it relates to lease agreements.

Cash paid for interest, including unused commitments fees, was $0.3 million and $0.8 million for the six-month period ended July 31, 2021 and July 31, 2020, respectively.

From time to time the Company may make minority investments in growth companies in the consumer products sector, including certain of the Company's suppliers and customers, as well as in venture capital funds that invest in such companies. During the second quarter of fiscal 2022, the Company committed to invest up to $1,000,000 in a venture capital fund that makes investments in securities of portfolio companies whose primary business focus is accelerating innovation in retail and consumer goods. The Company expects to be called upon to satisfy its first capital call in respect of this commitment by the end of fiscal 2022.

On January 11, 2021, with the consent of its bank group, the Company's Board of Directors declared a cash dividend of $0.10 per share, which was paid on February 5, 2021 in the amount of $2.3 million, to shareholders of record on January 21, 2021. The Company paid additional cash dividends of $0.20 per share or $4.6 million during the three months ended April 30, 2021 and $0.20 per share or $4.7 million during the three months ended July 31, 2021. The Company did not pay cash dividends during the six months ended July 31, 2020. Although the Company currently expects to continue to declare cash dividends in the future, the decision of whether to declare any future cash dividend, including the amount of any such dividend and the establishment of record and payment dates, will be determined, in each quarter, by the Board of Directors, in its sole discretion.



                                       34

--------------------------------------------------------------------------------

On August 29, 2017, the Board approved a share repurchase program under which the Company was authorized to purchase up to $50.0 million of its outstanding common stock from time to time. This authorization expired on August 29, 2020. On March 25, 2021, the Board approved a share repurchase program under which the Company is authorized to purchase up to $25.0 million of its outstanding common stock from time to time, depending on market conditions, share price and other factors. Under this share repurchase program, the Company is permitted to purchase shares of its common stock through open market purchases, repurchase plans, block trades or otherwise through September 30, 2022. During the six months ended July 31, 2021, the Company repurchased a total of 334,000 shares of its common stock under the share repurchase program at a total cost of $10.0 million, or an average of $29.87 per share. At July 31, 2021, $15.0 million remains available for purchase under the Company's repurchase program.

Off-Balance Sheet Arrangements

The Company does not have off-balance sheet financing or unconsolidated special-purpose entities.

Accounting Changes and Recent Accounting Pronouncements

See Note 3- Recent Accounting Pronouncements to the accompanying unaudited Consolidated Financial Statements for a description of certain accounting changes and recent accounting pronouncements which may impact the Company's Consolidated Financial Statements in future reporting periods.

© Edgar Online, source Glimpses