May 13, 2015
Dear Shareholders,
After four consecutive years of double-digit sales and profit growth, fiscal 2015 proved
to be challenging for Movado Group, due in some measure to adverse market influences.
The rate of growth in the watch category decelerated on a global basis during the year.
As retailers operated in this slow growth retail environment, we saw them sharpen focus
on controlling their overall inventory levels. Toward the end of fiscal 2015, the Swiss
franc and euro were delinked, causing a steep devaluation of the euro against the dollar.
This sudden move in the currency market affected our 4th quarter results, and even more
dramatically, our fiscal 2016 plans. For fiscal 2015, our sales grew by 1.5 percent to
$587 million, while our operating profit declined by 5 percent to $71.5 million. Earnings
per share were $2.02.
We made progress throughout the year, however, in a number of strategic areas. Our
Movado brand, the leader in the $300 to $3000 price category in North America,
continued to gain market share. It has never been in a healthier position in the US. We
also believe we have great opportunities to grow Movado in key international markets
like the UK, the Middle East, China and Brazil.
In our licensed brand business, we increased overall sales by 6 percent despite facing
significant currency headwinds in the second half of the year. Our Coach, Tommy
Hilfiger and Hugo Boss brands all delivered strong performances.
Our ESQ Movado conversion proved to be the right strategic decision, garnering valuable
shelf space for our successful Movado and Movado Bold product, although it did not yield
the desired financial results for our company. While sell-in and replenishment fell below
our targets for the conversion, we did maintain key retail space for Movado, driving
greater productivity for our retail partners.
Movado Group is in a strong position as we enter fiscal 2016. Last July, Ricardo Quintero
joined our company as President. He is a seasoned, global brand-building leader with
excellent commercial skills and strategic insight. With Ricardo on board, we are firmly
focused on realizing the true potential for each of our brands on a global basis.
As we look at fiscal 2016, we believe we have implemented a solid plan to return to
growth in profits as well as sales. Earlier this year, we incorporated strategic brand price
increases to help offset some of the currency market turbulence, and we will be
introducing exciting new products designed to drive consumer demand within each of
our brands. Later this year, we are planning to launch our first watches in the wearable
technology category within our Movado brand. We have always embraced new
technology when it allows us to create beautiful products for our customers.
We will continue to leverage our world class infrastructure to deliver improved
performance while continuing to invest in our future growth.
I would like to thank our associates around the world for their continued dedication, and
our customers, vendors and shareholders for their continued support.
Efraim Grinberg, Chairman/CEO
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark one)
⌧ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE
ACT OF 1934
For fiscal year ended January 31, 2015
OR
(cid:133) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
Commission File Number 1-16497
MOVADO GROUP, INC.
(Exact name of registrant as specified in its charter)
New York
(State or Other Jurisdiction
of Incorporation or Organization)
650 From Road, Ste. 375
Paramus, New Jersey
(Address of Principal Executive Offices)
13-2595932
(IRS Employer
Identification No.)
07652-3556
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (201) 267-8000
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class
Common stock, par value $0.01 per share
Name of Each Exchange on which Registered
New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:133) No ⌧
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes (cid:133) No ⌧
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes ⌧ No (cid:133)
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes ⌧ No (cid:133)
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. (cid:133)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ⌧
Accelerated filer (cid:133)
Non-accelerated filer (cid:133)
Smaller reporting company (cid:133)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes (cid:133) No ⌧
The aggregate market value of the voting stock held by non-affiliates of the registrant as of July 31, 2014, was approximately $740,352,000
(based on the closing sale price of the registrant’s Common Stock on that date as reported on the New York Stock Exchange). For purposes of this
computation, each share of Class A Common Stock is assumed to have the same market value as one share of Common Stock into which it is
convertible and only shares of stock held by directors and executive officers were excluded.
The number of shares outstanding of the registrant’s Common Stock and Class A Common Stock as of March 24, 2015, were 17,471,383 and
6,644,105, respectively.
Portions of the definitive proxy statement relating to registrant’s 2015 annual meeting of shareholders (the “Proxy Statement”) are
incorporated by reference in Part III hereof.
DOCUMENTS INCORPORATED BY REFERENCE
FORWARD-LOOKING STATEMENTS
Statements in this annual report on Form 10-K, including, without limitation, statements under Item 7 “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 (“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, plans for future operations, expectations
regarding capital expenditures 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, the stability of the European Union and 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, 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 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, 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, the continued availability to the Company of financing and credit on
favorable terms, business disruptions, disease, general risks associated with doing business outside the United States including,
without limitation, import duties, 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 this 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.
1
Item 1. Business
GENERAL
In this Form 10-K, all references to the “Company” or “Movado Group” include Movado Group, Inc. and its subsidiaries, unless the
context requires otherwise.
Movado Group designs, sources, markets and distributes fine watches. Its portfolio of brands is currently comprised of Coach®
Watches, Concord®, Ebel®, ESQ® Movado, Scuderia Ferrari® Watches, HUGO BOSS® Watches, Juicy Couture® Watches, Lacoste®
Watches, Movado®, and Tommy Hilfiger® Watches. The Company is a leader in the design, development, marketing and distribution
of watch brands sold in almost every major category comprising the watch industry.
The Company was incorporated in New York in 1967 under the name North American Watch Corporation to acquire Piaget Watch
Corporation and Corum Watch Corporation, which had been, respectively, the exclusive importers and distributors of Piaget and Corum
watches in the United States since the 1950’s. The Company sold its Piaget and Corum distribution businesses in 1999 and 2000,
respectively, to focus on its own portfolio of brands. Since its incorporation, the Company has developed its brand-building reputation
and distinctive image across an expanding number of brands and geographic markets. Strategic acquisitions of watch brands and their
subsequent growth, along with license agreements, have played an important role in the expansion of the Company’s brand portfolio.
In 1970, the Company acquired the Concord brand and the Swiss company that had been manufacturing Concord watches since 1908.
In 1983, the Company acquired the U.S. distributor of Movado watches and substantially all of the assets related to the Movado brand
from the Swiss manufacturer of Movado watches. The Company changed its name to Movado Group, Inc. in 1996. In March 2004, the
Company completed its acquisition of Ebel, one of the world’s premier luxury watch brands that was established in La Chaux-de-
Fonds, Switzerland in 1911.
The Company is highly selective in its licensing strategy and chooses to enter into long-term agreements with only powerful brands
that are leaders in their respective businesses.
The following table sets forth the brands licensed by the Company and the year in which the Company launched each licensed brand
for watches.
Licensor
Calendar Year Launched
Brand
ESQ
Coach
Tommy Hilfiger
HUGO BOSS
Juicy Couture
Hearst Communication, Inc.
Coach, Inc.
Tommy Hilfiger Licensing LLC
HUGO BOSS Trade Mark Management GmbH & Co
ABG Juicy Couture, LLC
Lacoste
Lacoste S.A., Sporloisirs S.A. and Lacoste Alligator S.A.
Scuderia Ferrari
Ferrari Brand S.p.A.
The Company’s common stock is traded on the NYSE under the trading symbol MOV.
1992
1999
2001
2006
2007
2007
2013
RECENT DEVELOPMENTS
On March 31, 2015, the Board approved the payment of a cash dividend of $0.11 for each share of the Company’s outstanding
common stock and class A common stock. The dividend will be paid on April 24, 2015 to all shareholders of record as of the close of
business on April 10, 2015. 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.
2
On January 30, 2015, the Company entered into a Credit Agreement (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 provides for a $100.0 million senior
secured revolving credit facility (the "Facility") including a $15.0 million letter of credit subfacility, that matures on January 30, 2020,
with provisions for uncommitted increases of up to $50.0 million in the aggregate subject to customary terms and conditions. The
Credit Agreement replaces the Amended and Restated Loan and Security Agreement dated as of July 17, 2009, which we had
amended on September 30, 2014 to, among other things, extend its maturity through 2020 and reflect favorable changes in market rate
conditions.
Also, on January 30, 2015, the Company entered into an amended and restated license agreement with Coach, Inc. that amends and
restates the original license agreement which the Company had entered into on December 9, 1996, and extends its term from June 30,
2015 through June 30, 2020.
On November 25, 2014, the Board approved an increase in the Company’s share repurchase program, from $50.0 million, originally
approved on March 21, 2013, to $100.0 million. Under the program, the Company is authorized to purchase shares of its outstanding
common stock from time to time, depending on market conditions, share price and other factors. The Company may purchase shares
of its common stock through open market purchases, repurchase plans, block trades or otherwise. This authorization expires
on January 31, 2016.
Also, on November 25, 2014, the Board approved the payment of a cash dividend of $0.10 for each share of the Company’s
outstanding common stock and class A common stock. The dividend was paid on December 19, 2014 to all shareholders of record as
of the close of business on December 5, 2014.
On August 26, 2014, the Board approved the payment of a cash dividend of $0.10 for each share of the Company’s outstanding
common stock and class A common stock. The dividend was paid on September 19, 2014 to all shareholders of record as of the close
of business on September 5, 2014.
On May 22, 2014, the Board approved the payment of a cash dividend of $0.10 for each share of the Company’s outstanding common
stock and class A common stock. The dividend was paid on June 16, 2014 to all shareholders of record as of the close of business on
June 2, 2014.
On March 28, 2014, the Company entered into an amended and restated license agreement with Lacoste S.A., Sporloisirs S.A. and
Lacoste Alligator S.A. that amends and restates the original license agreement which the Company had entered into in March, 2006,
and that extends its term from January 1, 2015 through December 31, 2022.
INDUSTRY OVERVIEW
The largest markets for watches are North America, Europe and Asia. The Company divides the watch market into five principal
categories as set forth in the following table.
Market Category
Exclusive
Luxury
Accessible Luxury
Moderate and Fashion
Suggested Retail Price Range
$10,000 and over
$2,000 to $9,999
$500 to $2,499
$75 to $500
Mass Market
Less than $75
Primary Category of Movado Group, Inc.
Brands
—
Concord and Ebel
Movado
ESQ Movado, Coach, HUGO BOSS,
Juicy Couture, Tommy Hilfiger,
Scuderia Ferrari and Lacoste
—
Exclusive Watches
Exclusive watches are usually made of precious metals, including 18 karat gold or platinum, and are often set with precious gems.
These watches are primarily mechanical or quartz-analog watches. Mechanical watches keep time with intricate mechanical
movements consisting of an arrangement of wheels, jewels and winding and regulating mechanisms. Quartz-analog watches have
quartz movements in which time is precisely calibrated to the regular frequency of the vibration of quartz crystal. Exclusive watches
are manufactured almost entirely in Switzerland. Well-known brand names of exclusive watches include Audemars Piguet, Patek
Philippe, Piaget and Vacheron Constantin. The Company does not compete in the exclusive watch category.
3
Luxury Watches
Luxury watches are either quartz-analog watches or mechanical watches. These watches typically are made with either 14 or 18 karat
gold, stainless steel, ceramic or a combination of gold and stainless steel, and are occasionally set with precious gems. Luxury watches
are primarily manufactured in Switzerland. In addition to a majority of the Company’s Ebel and Concord watches, well-known brand
names of luxury watches include Baume & Mercier, Breitling, Cartier, Omega, Rolex and TAG Heuer.
Accessible Luxury Watches
The majority of accessible luxury watches are quartz-analog watches. These watches typically are made with gold finish, stainless
steel, ceramic or a combination of gold finish and stainless steel. Accessible luxury watches are manufactured primarily in
Switzerland, although some are manufactured in Asia. In addition to a majority of the Company’s Movado watches, well-known brand
names of accessible luxury watches include Gucci, Rado, Michele and Raymond Weil.
Moderate and Fashion Watches
Most moderate and fashion watches are quartz-analog watches. These watches typically are made with gold finish, stainless steel,
brass, plastic or a combination of gold finish and stainless steel. Moderate and fashion watches are manufactured primarily in Asia and
Switzerland. In addition to the Company’s ESQ Movado, Coach, HUGO BOSS, Juicy Couture, Tommy Hilfiger, Scuderia Ferrari and
Lacoste brands, well-known brand names of watches in the moderate category include Anne Klein, Bulova, Citizen, Fossil, Guess,
Seiko, Michael Kors, Swatch and Wittnauer.
Mass Market Watches
Mass market watches typically consist of digital watches and analog watches made from stainless steel, brass and/or plastic and are
manufactured in Asia. Well-known brands include Casio, Pulsar, Seiko and Timex. The Company does not compete in the mass
market watch category.
BRANDS
The Company designs, develops, sources, markets and distributes products under the following watch brands:
Coach Watches
Coach Watches are an extension of the Coach leathergoods brand and reflect the Coach brand image. A distinctive American brand,
Coach delivers stylish, aspirational, well-made products that represent excellent value. Coach watches are made with stainless steel,
gold finish or a combination of stainless steel and gold finish with leather straps, stainless steel bracelets or gold finish bracelets.
Concord
Concord was founded in 1908 in Bienne, Switzerland. Concord watches have Swiss movements and are made with solid 18 karat
gold, stainless steel or a combination of 18 karat gold and stainless steel. Some are set with diamonds.
Ebel
The Ebel brand was established in La Chaux-de-Fonds, Switzerland in 1911. Since acquiring Ebel, Movado Group has returned Ebel
to its roots as the “Architects of Time” through its product development, marketing initiatives and global advertising campaigns. All
Ebel watches feature Swiss movements and are made with solid 18 karat yellow or rose gold, stainless steel or a combination of 18
karat yellow or rose gold, ceramic and, or stainless steel. Some are set with diamonds.
4
ESQ
ESQ watches have been marketed by the Company since fiscal 2013 as a collection within the Movado brand. The watches are priced
to compete in the entry level Swiss watch category and are defined by bold sport and fashion designs. All ESQ watches contain Swiss
movements and most are made with stainless steel, gold finish or a combination of stainless steel and gold finish, with leather straps,
stainless steel bracelets or gold finish bracelets. In the fourth quarter of fiscal 2014, the Company made the strategic decision to reduce
the presence of ESQ watches while expanding the Movado brand offering in certain retail doors and the Company recorded a pre-tax
charge of $7.8 million to sales in fiscal 2014 for anticipated ESQ watch returns in fiscal 2015. This strategy was intended to drive
incremental sales of the Company’s more profitable Movado brand watch families by utilizing the increased case space at the point of
sale that otherwise would have been occupied by relatively less productive ESQ Movado SKUs. The Company continues to offer ESQ
Movado in select retail locations as well as its direct-to-consumer outlet stores and through e-commerce at Movado.com.
Scuderia Ferrari Watches
Asserting Scuderia Ferrari’s proud racing heritage and Italian pedigree, Movado Group’s Scuderia Ferrari watch collection for men
and women brings the unparalleled excitement and distinctive style of the time honored racing team to fans around the world.
HUGO BOSS Watches
HUGO BOSS is a global market leader in the world of fashion. The HUGO BOSS watch collection is an extension of the parent brand
and includes classy, sporty, elegant and fashion timepieces with distinctive features, giving this collection a strong and coherent
identity.
Juicy Couture Timepieces
Juicy Couture is a lifestyle brand that delivers sophisticated, yet fun fashion for women, men and children. Juicy Couture timepieces
reflect the brand’s clear vision, unique identity in the upscale contemporary category, encompassing both trend-right and core styling
contemporary watches.
Lacoste Watches
The Lacoste watch collection embraces the Lacoste lifestyle proposition which encompasses elegance, refinement and comfort, as
well as a dedication to quality and innovation. Mirroring key attributes of the Lacoste brand, the collection features stylish timepieces
with a contemporary sport elegant feel.
Movado
The Movado brand is renowned for its iconic Museum® dial and modern design aesthetic. Since its founding in La Chaux-de-Fonds,
Switzerland in 1881, Movado has earned more than 100 patents and 200 international awards for artistry and innovation in watch
design and technology, and Movado timepieces have won world renown for their unique beauty and timeless design.
Movado is a hallmark of some of the most famous timepieces ever created, most notably, the Movado Museum® Watch. Designed in
1947 by Bauhaus-influenced artist Nathan George Horwitt, the watch dial defined by a solitary dot at 12, symbolizing the sun at high
noon, has been acclaimed for purity of design unrivaled in the history of time-keeping. When Horwitt’s dial was selected for the
permanent design collection of the Museum of Modern Art, New York, in 1960, it became the first watch dial ever awarded this
distinction. Known today as the Movado Museum Watch, this legendary dial is regarded as an icon of Modernism. A trademarked and
award-winning design, the celebrated single dot dial now distinguishes a wide range of Movado timepieces.
The Movado brand experience is defined by its long, rich heritage of design innovation, and a close, enduring association with the
arts. Expressions of Movado’s commitment to the fine and cultural arts encompass commissioned watch designs by famed artists,
affiliations with talented brand ambassadors, sponsorship of major arts institutions and support of emerging artists.
All Movado watches have Swiss movements and are made with 14 or 18 karat gold, 18 karat gold finish, stainless steel, ceramic or a
combination of 18 karat gold finish and stainless steel.
Tommy Hilfiger Watches
Reflecting the fresh, fun all-American style for which Tommy Hilfiger is known, Tommy Hilfiger watches feature quartz, digital or
analog-digital movements, with stainless steel, titanium, aluminum, silver-tone, two-tone or gold-tone cases and bracelets, and leather,
fabric, plastic or rubber straps. The line includes fashion and sport models.
5
DESIGN AND PRODUCT DEVELOPMENT
The Company’s offerings undergo two phases before they are produced for sale to customers: design and product development. The
design phase includes the creation of artistic and conceptual renderings while product development involves the construction of
prototypes. The Company’s Movado BOLD, ESQ Movado and licensed brands are designed by in-house design teams in Switzerland
and the United States in cooperation with outside sources, including (in the case of the licensed brands except for ESQ Movado)
licensors’ design teams. Product development for the licensed brands, ESQ Movado and Movado BOLD takes place in the Company’s
Asia operations. For the Company’s Movado (with the exception of Movado BOLD), Ebel and Concord brands, the design phase is
performed by a combination of in-house and freelance designers in Europe and the United States while product development is carried
out in the Company’s Swiss operations. Senior management of the Company is actively involved in the design and product
development process.
MARKETING
The Company’s marketing strategy is to communicate a consistent, brand-specific message to the consumer. Recognizing that
advertising is an integral component to the successful marketing of its product offerings, the Company devotes significant resources to
advertising and maintains its own in-house advertising department which focuses primarily on the implementation and management of
global marketing and advertising strategies for each of the Company’s brands, ensuring consistency of presentation. The Company
utilizes outside agencies for the creative development of advertising campaigns which are developed individually for each of the
Company’s brands and are directed primarily to the end consumer rather than to trade customers. The Company’s advertising targets
consumers with particular demographic characteristics appropriate to the image and price range of each brand. Most Company
advertising is placed in magazines and other print media but some is also created for radio and television campaigns, online, catalogs,
outdoor and other promotional materials. Marketing expenses totaled 12.3%, 13.0% and 13.5% of net sales in fiscal 2015, 2014 and
2013, respectively.
OPERATING SEGMENTS
The Company conducts its business primarily in two operating segments: Wholesale and Retail. For operating segment data and
geographic segment data for the years ended January 31, 2015, 2014 and 2013, see Note 13 to the Consolidated Financial Statements
regarding Segment Information.
The Company’s Wholesale segment includes the design, development, sourcing, marketing and distribution of high quality watches,
unallocated corporate expenses, in addition to after-sales service activities and shipping. The Retail segment includes the Company’s
outlet stores.
The Company divides its business into two major geographic locations: United States operations, and International, which includes the
results of all other Company operations. The allocation of geographic revenue is based upon the location of the customer. The
Company’s International operations in Europe, the Americas (excluding the United States), Asia and the Middle East account for
18.9%, 11.4%, 8.0% and 7.1%, respectively, of the Company’s total net sales for fiscal 2015. Substantially all of the Company’s
international assets are located in Switzerland and Asia. For a discussion of the risks associated with the Company’s operations
conducted outside the United States see “A significant portion of the Company’s business is conducted outside of the United States.
Many factors affecting business activities outside the United States could adversely impact this business” under Item 1A, Risk
Factors, below.
Wholesale
United States Wholesale
The Company sells all of its brands in the U.S. wholesale market primarily to major jewelry store chains such as Helzberg Diamonds
Corp. and Sterling, Inc. department stores, such as Macy’s, and Nordstrom, as well as independent jewelers. Sales to trade customers
in the United States are made directly by the Company’s U.S. sales force and, to a lesser extent, independent sales representatives.
Sales representatives are responsible for a defined geographic territory, generally specialize in a particular brand and sell to and
service independent jewelers within their territory. The sales force also consists of account executives and account representatives
who, respectively, sell to and service chain and department store accounts.
6
International Wholesale
Internationally, the Company’s brands are sold in department stores such as El Cortes Ingles in Spain and Galeries Lafayette in
France, jewelry chain stores such as Christ in Switzerland and Germany and independent jewelers. The Company employs its own
international sales force operating at the Company’s sales and distribution offices in Canada, China, France, Germany, Hong Kong,
Singapore, Switzerland, the United Kingdom and the United Arab Emirates. In addition, the Company sells all of its brands other than
ESQ Movado through a network of independent distributors operating in numerous countries around the world. Distribution of ESQ
Movado watches, which outside of the United States are sold primarily in Canada and the Caribbean, is handled by the Company’s
Canadian subsidiary and Caribbean-based sales teams. A majority of the Company’s arrangements with its international distributors
are long-term, generally require certain minimum purchases and minimum advertising expenditures and restrict the distributor from
selling competitive products.
In France and Germany, the Company’s licensed brands are marketed and distributed by subsidiaries of a joint venture company
owned 51% by the Company and 49% by a French company with established distribution, marketing and sales operations in France
and Germany. The terms of the joint venture agreement include financial performance measures which, if not attained, give either
party the right to terminate the agreement by the following April 30th after the tenth year (January 31, 2016); restrictions on the
transfer of shares in the joint venture company; and a buy out right whereby the Company can purchase all of the shares in the joint
venture company as of July 1, 2016 and every fifth anniversary thereafter at a pre-determined price.
In the U.K., the Company distributes both its licensed brands as well as Movado and Ebel watches through MGS Distribution Limited
(“MGS”), an English company in which the Company has a 90% ownership interest. The Company’s former joint venture partner in
MGS, Swico Limited, also based in the U.K., provides MGS with logistical support and after-sales service.
Retail
The Company’s subsidiary, Movado Retail Group, Inc., operates 38 outlet stores located in outlet centers across the United States,
which serve as an effective vehicle to sell discontinued models and factory seconds of all of the Company’s watches.
SEASONALITY
The Company’s U.S. sales are traditionally greater during the Christmas and holiday season. Consequently, the Company’s net sales
historically have been higher during the second half of a fiscal year. The amount of net sales and operating profit generated during the
second half of each fiscal year depends upon the general level of retail sales during the Christmas and holiday season, as well as
economic conditions and other factors beyond the Company’s control. Major selling seasons in certain international markets center on
significant local holidays that occur in late winter or early spring. The second half of each year accounted for 54.9%, 56.5%, and
56.1% of the Company’s net sales for the fiscal years ended January 31, 2015, 2014, and 2013, respectively.
BACKLOG
At March 24, 2015, the Company had unfilled orders of $54.1 million compared to $30.4 million at March 19, 2014 and $35.7 million
at March 14, 2013. Unfilled orders include both confirmed orders and orders that the Company believes will be confirmed based on
the historic experience with the customers. It is customary for many of the Company’s customers not to confirm their future orders
with formal purchase orders until shortly before their desired delivery dates.
CUSTOMER SERVICE, WARRANTY AND REPAIR
The Company assists in the retail sales process of its wholesale customers by monitoring their sales and inventories by product
category and style. The Company also assists in the conception, development and implementation of customers’ marketing vehicles.
The Company places considerable emphasis on cooperative advertising programs with its retail customers. The Company’s retail sales
process has resulted in close relationships with its principal customers, often allowing for influence on the mix, quantity and timing of
their purchasing decisions. The Company believes that customers’ familiarity with its sales approach has facilitated, and should
continue to facilitate, the introduction of new products through its distribution network.
The Company permits the return of damaged or defective products. In addition, although the Company has no obligation to do so, it
accepts other returns from customers in certain instances.
7
The Company has service facilities around the world including seven Company-owned service facilities and multiple independent
service centers which are authorized to perform warranty repairs. A list of authorized service centers can be accessed online at
www.mgiservice.com. In order to maintain consistency and quality at its service facilities and authorized independent service centers,
the Company conducts training sessions and distributes technical information and updates to repair personnel. All watches sold by the
Company come with limited warranties covering the movement against defects in material and workmanship for periods ranging from
two to three years from the date of purchase, with the exception of Tommy Hilfiger watches, for which the warranty period is ten
years. In addition, the warranty period is five years for the gold plating on certain Movado watch cases and bracelets. Products that are
returned under warranty to the Company are generally serviced by the Company’s employees at its service facilities.
The Company retains adequate levels of component parts to facilitate after-sales service of its watches for an extended period of time
after the discontinuance of such watches.
The Company makes available a web-based system at www.mgiservice.com providing immediate access for the Company’s retail
partners to the information they may want or need about after sales service issues. The website allows the Company’s retailers to track
their repair status online 24 hours a day. The system also permits customers to authorize repairs, track repair status through the entire
repair life cycle, view repair information and obtain service order history.
SOURCING, PRODUCTION AND QUALITY
The Company does not manufacture any of the products it sells. The Company employs a flexible manufacturing model that relies on
independent manufacturers to meet shifts in marketplace demand and changes in consumer preferences. All product sources must
achieve and maintain the Company’s high quality standards and specifications. With strong supply chain organizations in Switzerland,
China and Hong Kong, the Company maintains control over the quality of its products, wherever they are manufactured. Compliance
is monitored with strictly implemented quality control standards, including on-site quality inspections.
A majority of the Swiss watch movements used in the manufacture of Movado, Ebel, Concord and ESQ Movado watches are
purchased from two suppliers. The Company obtains other watch components for all of its brands, including movements, cases, hands,
dials, bracelets and straps from a number of other suppliers. The Company does not have long-term supply commitments with any of
its component parts suppliers.
Movado (with the exception of Movado BOLD), Ebel and Concord watches are manufactured in Switzerland by independent third
party assemblers. All Movado, ESQ Movado, Ebel and Concord watches are manufactured using Swiss movements. All of the
Company’s products are manufactured using components obtained from third party suppliers. ESQ Movado and Movado BOLD
watches are manufactured by independent contractors in Asia using Swiss movements. Coach, Tommy Hilfiger, HUGO BOSS, Juicy
Couture, Scuderia Ferrari and Lacoste watches are manufactured by independent contractors in Asia.
TRADEMARKS, PATENTS AND LICENSE AGREEMENTS
The Company owns the trademarks CONCORD®, EBEL® and MOVADO®, as well as trademarks for the Movado Museum dial
design, and related trademarks for watches and jewelry in the United States and in numerous other countries.
The Company licenses ESQUIRE®, ESQ® and related trademarks on an exclusive worldwide basis for use in connection with the
manufacture, distribution, advertising and sale of watches pursuant to a license agreement with Hearst Magazine, a division of Hearst
Communications, Inc., dated as of January 1, 1992 (as amended, the “Hearst License Agreement”). The current term of the Hearst
License Agreement expires December 31, 2015, and contains options for renewal at the Company’s discretion through December 31,
2042.
The Company licenses the trademark COACH® and related trademarks on an exclusive worldwide basis for use in connection with the
manufacture, distribution, advertising and sale of watches pursuant to an amended and restated license agreement with Coach, Inc.,
dated January 30, 2015, which expires on June 30, 2020.
Under an amended and restated license agreement with Tommy Hilfiger Licensing LLC dated September 16, 2009 (as amended the
“Tommy Hilfiger License Agreement”), the Company has the exclusive license to use the trademark TOMMY HILFIGER® and
related trademarks in connection with the manufacture of watches and jewelry worldwide and in connection with the marketing,
advertising, sale and distribution of watches and jewelry at wholesale (and at retail through its outlet stores) worldwide (excluding
certain accounts in Japan). The term of the Tommy Hilfiger License Agreement expires December 31, 2019 and may be extended by
the Company for an additional five years ending on December 31, 2024, subject to the satisfaction of minimum sales requirements and
approval of a new business plan.
8
On March 5, 2012, the Company entered into an amended and restated license agreement with HUGO BOSS Trade Mark
Management GmbH & Co. (the “Hugo Boss License Agreement”), extending the term and making certain other changes to the license
agreement originally entered by the parties on December 15, 2004, under which the Company received a worldwide exclusive license
to use the trademark HUGO BOSS® and any other trademarks containing the names “HUGO” or “BOSS”, in connection with the
production, promotion and sale of watches. The term of the Hugo Boss License Agreement continues through December 31, 2018.
In November 2005, the Company entered into a license agreement with L.C. Licensing, Inc., for the exclusive worldwide license to
use the trademarks JUICY COUTURE® and related trademarks in connection with the manufacture, advertising, merchandising,
promotion, sale and distribution of timepieces and components (as amended, the “Juicy Couture License Agreement”). In November
2013, L.C. Licensing, Inc. assigned its entire interest in the Juicy Couture License Agreement to ABG Juicy Couture, LLC. The
current term of the Juicy Couture License Agreement is through December 31, 2016.
The Company entered into an exclusive worldwide license agreement with Lacoste S.A., Sporloisirs, S.A. and Lacoste Alligator, S.A.
in 2006 to design, produce, market and distribute Lacoste watches under the Lacoste® name and the distinctive “alligator” logo
beginning in the first half of 2007. On March 28, 2014, the Company entered into an amended and restated license agreement with
Lacoste S.A., Sporloisirs S.A. and Lacoste Alligator S.A. which amends and restates the original license agreement with the Licensor
and extends its term from January 1, 2015 through December 31, 2022.
On March 22, 2012, the Company entered into an exclusive worldwide license agreement with Ferrari S.p.A. to use certain well
known trademarks of Ferrari including the S.F. and Prancing Horse device in shield, FERRARI OFFICIAL LICENSED PRODUCT
and SCUDERIA FERRARI, in connection with the manufacture, advertising, merchandising, promotion, sale and distribution of
watches with a suggested retail price not exceeding €1,500 (the “Ferrari License Agreement”). The current term of the Ferrari License
Agreement is through December 31, 2017.
The Company also owns, and has pending applications for, a number of design patents in the United States and internationally for
various watch designs, as well as designs of watch dials, cases, bracelets and jewelry.
The Company actively seeks to protect and enforce its intellectual property rights by working with industry associations, anti-
counterfeiting organizations, private investigators and law enforcement authorities, including customs authorities in the United States
and internationally, and, when necessary, suing infringers of its trademarks and patents. Consequently, the Company is involved from
time to time in litigation or other proceedings to determine the enforceability, scope and validity of these rights. With respect to the
trademarks MOVADO®, EBEL®, CONCORD® and certain other related trademarks, the Company has received exclusion orders that
prohibit the importation of counterfeit goods or goods bearing confusingly similar trademarks into the United States and other
countries. In accordance with customs regulations, these exclusion orders, however, do not cover the importation of genuine Movado,
Ebel and Concord watches because the Company is considered the manufacturer of such watches. All of the Company’s exclusion
orders are renewable.
COMPETITION
The markets for each of the Company’s watch brands are highly competitive. With the exception of Swatch Group, Ltd., a large
Swiss-based competitor, no single company competes with the Company across all of its brands. Certain companies, however,
compete with Movado Group with respect to one or more of its watch brands. Certain of these companies have, and other companies
that may enter the Company’s markets in the future may have, greater financial, distribution, marketing and advertising resources than
the Company. The Company’s future success will depend, to a significant degree, upon its continued ability to compete effectively
with regard to, among other things, the style, quality, price, advertising, marketing, distribution and availability of supply of the
Company’s watches and other products.
EMPLOYEES
As of January 31, 2015, the Company had approximately 1,110 full-time employees in its global operations. No employee of the
Company is represented by a labor union or is subject to a collective bargaining agreement. The Company has never experienced a
work stoppage due to labor difficulties and believes that its employee relations are good.
9
AVAILABLE INFORMATION
The Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to
those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available
free of charge on the Company’s website, located at www.movadogroup.com, as soon as reasonably practicable after the same are
electronically filed with, or furnished to, the SEC. The public may read any materials filed by the Company with the SEC at the SEC’s
public reference room at 100 F. Street, N.E., Washington, D.C., 20549. The public may obtain information on the operation of the
public reference room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains reports, proxy and
information statements, and other information regarding the Company at www.sec.gov.
The Company has adopted a Code of Business Conduct and Ethics that applies to all directors, officers and employees, including the
Company’s Chief Executive Officer, Chief Financial Officer and principal accounting and financial officers, which is posted on the
Company’s website. The Company will post any amendments to the Code of Business Conduct and Ethics and any waivers that are
required to be disclosed by SEC regulations on the Company’s website. In addition, the committee charters for the audit committee,
the compensation committee and the nominating/corporate governance committee of the Board of Directors of the Company and the
Company’s corporate governance guidelines have been posted on the Company’s website.
Item 1A. Risk Factors
The following risk factors and the forward-looking statements contained in this Form 10-K should be read carefully in connection
with evaluating Movado Group’s business. These risks and uncertainties could cause actual results and events to differ materially from
those anticipated. Additional risks which the Company does not presently consider material, or of which it is not currently aware, may
also have an adverse impact on the business. Please also see “Forward-Looking Statements” on page 1.
Adverse economic conditions in the U.S. or in other key markets, and the resulting declines in consumer confidence and
spending, could have a material adverse effect on the Company’s operating results.
The Company’s results are dependent on a number of factors impacting consumer confidence and spending, including, but not limited
to, general economic and business conditions; wages and employment levels; volatility in the stock market; home values; inflation;
consumer debt levels; availability and cost of consumer credit; economic uncertainty; solvency concerns of major financial
institutions; fluctuations in foreign currency exchange rates; fuel and energy costs and/or shortages; tax issues; and general political
conditions, both domestic and abroad.
Adverse economic conditions, including declines in employment levels, disposable income, consumer confidence and economic
growth could result in decreased consumer spending that would adversely affect sales of consumer goods, particularly those, such as
the Company’s products, that are viewed as discretionary items. In addition, events such as war, terrorism, natural disasters or
outbreaks of disease could further suppress consumer spending on discretionary items. If any of these events should occur, the
Company’s future sales could decline.
Changes to existing laws or regulations, or the adoption of new laws or regulations, whether in the United States or in any of
the other key markets in which the Company does business, could require the Company to change any number of its business
practices which could have a material adverse effect on its financial condition or results of operations.
The Company conducts business, either directly or indirectly, in numerous countries and accordingly is subject to a multitude of legal
requirements impacting every aspect of its operations. Changes to existing laws and regulations or new laws and regulations could
impose new requirements and additional, associated costs on the Company and its suppliers, making the Company’s products more
costly to produce, forcing the Company to change its existing business practices and potentially affecting its financial condition and
results of operations. The Swiss parliament recently amended its Federal Act on the Protection of Trade Marks and Indications of
Source to require that a greater percentage of manufacturing costs be incurred in Switzerland for goods to bear a Swiss indication of
origin. The date of entry into force of this new, so-called “Swissness” act remains to be confirmed and its implementation with respect
to watches requires the further approval of an ordinance by the Swiss Federal Counsel. A draft of such an ordinance has been
proposed by the Federation of the Swiss Watch Industry (“FH”). Under the FH draft ordinance (which calls for a five year transition
period from the date the ordinance is approved), a watch may only be marked with a Swiss indication of origin if, in addition to
meeting existing requirements, the design and prototyping of the watch occurred in, and that at least 60% percent of the manufacturing
costs were incurred in, Switzerland. Compliance with the new Swissness law and regulations may require the Company to incur
additional costs and seek different sources of supply, which may increase the production costs of Movado, Ebel and Concord watches.
The Company may also be unable to secure adequate Swiss-based suppliers to meet all of its needs. If the production costs for these
watches become more expensive or the watches can no longer be marked as “Swiss”, the Company may then be at a competitive
disadvantage as compared to other watch brands and sales of its products may decline, adversely affecting its financial condition and
results of operations.
10
The Company faces intense competition in the worldwide watch industry not only from competitors selling traditional watches
but also from those selling smart watches and other smart wearables.
The watch industry is highly competitive and the Company competes globally with numerous manufacturers, importers, distributors
and Internet-based retailers, some of which are larger than the Company and have greater financial, distribution, advertising and
marketing resources than the Company. The Company’s products compete on the basis of price, features, brand image, design,
perceived desirability, reliability and perceived attractiveness. However, there can be no assurance that the Company’s products will
compete effectively in the future and, unless the Company remains competitive, its future results of operations and financial condition
could be adversely affected. The Company also faces increased, new competition from companies introducing and selling smart
wearable devices including smart watches. Many of these companies have significantly greater financial, distribution, advertising and
marketing resources than does the Company. The sale of these new smart products could materially adversely impact the traditional
watch market and the Company’s results of operations and financial condition unless the Company is able to effectively compete in
this new product area. The Company’s ability to successfully design, produce, market and sell products which are competitive with
smart watches and other similar wearables will depend, among other things, on its ability to obtain the necessary expertise in this area
by enhancing its internal capabilities or by entering into business relationships with third parties that have such expertise. Even if the
Company is able to launch smart watches or other such products, there is no assurance that it will be able to do so in a timely manner
or frequently enough to remain competitive or that those products will be successful commercially. Any of these events could have a
material adverse effect on the Company’s business, results of operations and financial condition or could result in the Company’s
products not achieving market acceptance or becoming obsolete.
Maintaining favorable brand recognition is essential to the success of the Company, and failure to do so could materially and
adversely affect the Company’s results of operations.
Favorable brand recognition is an important factor to the future success of the Company. The Company sells its products under a
variety of owned and licensed brands. Factors affecting brand recognition are often outside the Company’s control, and the
Company’s efforts to create or enhance favorable brand recognition, such as making significant investments in marketing and
advertising campaigns, product design and anticipation of fashion trends, may not have their desired effects. Additionally, the
Company relies on its licensors to maintain favorable brand recognition of their respective brands, and the Company often has no
control over the brand management efforts of its licensors. Finally, although the Company’s independent distributors are subject to
contractual requirements to protect the Company’s brands, it may be difficult to monitor or enforce such requirements, particularly in
foreign jurisdictions.
Any decline in perceived favorable recognition of the Company’s owned or licensed brands could materially and adversely affect
future results of operations and profitability. If the Company is unable to respond to changes in consumer demands and fashion trends
in a timely manner, sales and profitability could be adversely affected.
Fashion trends and consumer demands and tastes often shift quickly. The Company attempts to monitor these trends in order to adapt
its product offerings to suit customer demand. There is a risk that the Company will not properly perceive changes in trends or tastes,
which may result in the failure to adapt the Company’s products accordingly. In addition, new model designs are regularly introduced
into the market for all brands to keep ahead of evolving fashion trends as well as to initiate new trends of their own. There is risk that
the public may not favor these new models or that the models may not be ready for sale until after the trend has passed. If the
Company fails to respond to and keep up to date with fashion trends and consumer demands and tastes, its brand image, sales,
profitability and results of operations could be materially and adversely affected.
If the Company misjudges the demand for its products, high inventory levels could adversely affect future operating results
and profitability.
Consumer demand for the Company’s products can affect inventory levels. If consumer demand is lower than expected, inventory
levels can rise causing a strain on operating cash flow. If the inventory cannot be sold through the Company’s wholesale or retail
outlets, additional write-downs or write-offs to future earnings could be necessary. Conversely, if consumer demand is higher than
expected, insufficient inventory levels could result in unfilled customer orders, loss of revenue and an unfavorable impact on customer
relationships. In particular, volatility and uncertainty related to macro-economic factors make it more difficult for the Company to
forecast customer demand in its various markets. Failure to properly judge consumer demand and properly manage inventory could
have a material adverse effect on profitability and liquidity.
11
An increase in product returns could negatively impact the Company’s operating results and profitability.
The Company recognizes revenue as sales when merchandise is shipped and title and risk of loss transfers to the customer. The
Company permits the return of damaged or defective products and accepts limited amounts of product returns in certain instances.
Accordingly, the Company provides allowances for the estimated amounts of these returns at the time of revenue recognition based on
historical experience. While such returns have historically been within management’s expectations and the provisions established,
future return rates may differ from those experienced in the past. Any significant increase in damaged or defective products or
expected returns could have a material adverse effect on the Company’s operating results for the period or periods in which such
returns materialize.
The Company’s business relies on the use of independent parties to manufacture its products. Any loss of an independent
manufacturer, or the Company’s inability to deliver quality goods in a timely manner, could have an adverse effect on
customer relations, brand image, net sales and results of operations.
The Company employs a flexible manufacturing model that relies on independent manufacturers to meet shifts in marketplace
demand. Most of these manufacturers rely on third party suppliers for the various component parts needed to assemble finished
watches sold to the Company. All such independent manufacturers and suppliers must achieve and maintain the Company’s high
quality standards and specifications. The inability of a manufacturer to ship orders in a timely manner or to meet the Company’s high
quality standards and specifications could cause the Company to miss committed delivery dates with customers, which could result in
cancellation of the customers’ orders. In addition, delays in delivery of satisfactory products could have a material adverse effect on
the Company’s profitability, particularly if the delays cause the Company to be unable to market certain products during the seasonal
periods when its sales are typically higher. See “Risk Factors – The Company’s business is seasonal, with sales traditionally greater
during certain holiday seasons, so events and circumstances that adversely affect holiday consumer spending will have a
disproportionately adverse effect on the Company’s results of operations.” A majority of the Swiss watch movements used in the
manufacture of Movado, Ebel, Concord and ESQ watches are purchased from two suppliers, one of which is a wholly-owned
subsidiary of one of the Company’s competitors. Additionally, the Company generally does not have long-term supply commitments
with its manufacturers and thus competes for production facilities with other organizations, some of which are larger and have greater
resources. Any loss of an independent manufacturer or disruption in the supply chain with respect to critical component parts may
result in the Company’s inability to deliver quality goods in a timely manner and could have an adverse effect on customer relations,
brand image, net sales and results of operations.
The Company contractually obligates its contract manufacturers to adhere to the Company’s vendor code of conduct and similar codes
of conduct adopted by the Company’s trademark licensors and the Company monitors compliance with those codes by conducting
periodic factory audits. There can be no assurance, however, that any of those independent manufacturers or one or more of the
Company’s licensors might not violate labor or other laws or use labor practices that deviate from those generally accepted as ethical
in the United States or other countries in which the violation or other activities occurred. Such an event could interrupt or otherwise
disrupt the shipment of finished products or damage the Company’s reputation and could have a material adverse effect on our
financial condition and results of operations.
The loss or shut down of any of the Company’s major warehouse and distribution centers could materially adversely affect its
business.
The Company operates one distribution facility in New Jersey that is responsible for importing and warehousing products as well as
fulfilling and shipping orders to all of the Company’s customers in the United States, Canada and the Caribbean. The Company
operates a smaller, similar facility in Bienne, Switzerland for the distribution of its Swiss watch brands throughout Europe and the
Middle East, and has contracted with a third party warehouse and fulfillment provider in Asia to handle most of the distribution of its
licensed brands. The complete or partial loss or temporary shutdown of any of these facilities (including as a result of fire or other
casualty or labor or other disturbances) could have a material adverse effect on the Company’s business. In addition, the Company’s
New Jersey warehouse and distribution facility is operated in a special purpose sub-zone established by the U.S. Department of
Commerce Foreign Trade Zone Board and is highly regulated by U.S. Customs and Border Protection, which, under certain
circumstances, has the right to shut down the entire sub-zone and, therefore, the entire warehouse and distribution facility. If that were
to occur, the Company’s ability to fill orders for its U.S., Canadian and Caribbean customers would be significantly impacted, which
could have a material adverse effect on the Company’s business, results of operations and financial condition.
12
If the Company loses any of its license agreements, there may be significant loss of revenues and a negative effect on business.
The Company has the right to produce, market and distribute watches under the brand names of ESQ, Coach, Tommy Hilfiger, HUGO
BOSS, Juicy Couture, Scuderia Ferrari and Lacoste pursuant to license agreements with the respective owners of those trademarks.
There are certain minimum royalty payments as well as other requirements associated with these agreements. Failure to meet any of
these requirements could result in the loss of the license. Additionally, after the term of any license agreement has concluded, the
licensor may decide not to renew with the Company. For the fiscal year ended January 31, 2015, the above mentioned licensed brands
represented approximately 51% of the Company’s net sales. While no individual licensed brand represented net sales greater than 20%
of the Company’s total consolidated net sales, the loss of any single licensed brand could have a material adverse effect on the
Company’s results of operations and although the Company is not substantially dependent on a particular license brand, the loss of
one or more of the Company’s licenses could result in loss of future revenues which could adversely affect its financial condition. In
addition, the Company’s revenues and profitability under its various license agreements may change from period to period due to
various factors, including the maturity of the Company's relationship with the respective licensor, changes in consumer preferences,
brand repositioning activities and other factors, some of which are outside of the Company's control.
Changes in the sales or channel mix of the Company’s products could impact gross profit margins.
The individual brands that are sold by the Company are sold at a wide range of price points and yield a variety of gross profit margins.
In addition, sales of excess and/or discontinued inventory into the liquidation channel generate a lower gross profit margin than non-
liquidation sales. Thus, the mix of sales by brand as well as by distribution channel can have an impact on the gross profit margins of
the Company. If the Company’s sales mix shifts unfavorably toward brands with lower gross profit margins than the Company’s
historical consolidated gross profit margin or if a greater proportion of liquidation sales are made, it could have an adverse effect on
the results of operations.
The Company’s business is seasonal, with sales traditionally greater during certain holiday seasons, so events and
circumstances that adversely affect holiday consumer spending will have a disproportionately adverse effect on the
Company’s results of operations.
The Company’s sales are seasonal by nature. The Company’s U.S. sales are traditionally greater during the Christmas and holiday
season. Internationally, major selling seasons center on significant local holidays that occur in late winter or early spring. The amount
of net sales and operating income generated during these seasons depends upon the general level of retail sales at such times, as well
as economic conditions and other factors beyond the Company’s control. The second half of each year accounted for 54.9%, 56.5%,
and 56.1% of the Company’s net sales for the fiscal years ended January 31, 2015, 2014, and 2013, respectively. If events or
circumstances were to occur that negatively impact consumer spending during such holiday seasons, it could have a material adverse
effect on the Company’s sales, profitability and results of operations.
Sales in the Company’s retail outlet stores are dependent upon customer foot traffic.
The success of the Company’s retail outlet stores is, to a certain extent, dependent upon the amount of customer foot traffic generated
by the outlet centers in which those stores are located.
Factors that can affect customer foot traffic include:
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decline in customer discretionary spending;
the location of the outlet center;
the location of the Company’s store within the outlet center;
the other tenants in the outlet center;
the occupancy rate of the outlet center;
the success of the outlet center and tenant advertising to attract customers;
increased competition in areas surrounding the outlet center; and
increased competition from shopping over the internet and other alternatives such as mail-order.
Additionally, since most of the Company’s outlet stores are located near vacation destinations, factors that affect travel could decrease
outlet center traffic. Such factors include the price and supply of fuel, travel concerns and restrictions, international instability,
terrorism and inclement weather. A reduction in foot traffic in relevant shopping centers could have a material adverse effect on retail
sales and profitability.
13
If the Company is unable to maintain existing space or to lease new space for its retail stores in prime outlet center locations or
is unable to complete construction on a timely basis, the Company’s ability to achieve favorable results in its retail business
could be adversely affected.
The Company’s outlet stores are strategically located in top outlet centers in the United States, most of which are located near vacation
destinations. If the Company cannot maintain and secure locations in prime outlet centers for its outlet stores, it could jeopardize the
operations of the stores and business plans for the future. Additionally, if the Company cannot complete construction in new stores
within the planned timeframes, cost overruns and lost revenue could adversely affect the profitability of the retail segment. The
Company on average plans for two to three new stores or renovations per fiscal year. The average time required to build-out or
renovate each store and open it after delivery of possession is generally less than 60 days.
Current or future cost reduction, streamlining, restructuring or business optimization initiatives could result in the Company
incurring various one-time, non-recurring or unusual charges and other items, which could have a material adverse effect on
the Company’s reported earnings per share and other unadjusted financial measures.
In the course of the Company’s efforts to implement its business plan to adapt to the changing economic environment, the Company
may be required to take actions that could result in the incurrence of various one-time, non-recurring or unusual charges and other
items. These charges and other items may include severance and relocation expenses, write-offs or write-downs of assets, impairment
charges, facilities closure costs or other business optimization costs. In general, these costs will reduce the Company’s operating
income and net income (along with the associated unadjusted per share measures). Therefore, such charges and other items could have
a material adverse effect on the Company’s reported results of operations and the market price of the Company’s securities.
If the Company is unable to successfully implement its growth strategies, its future operating results could suffer.
There are certain risks involved in the Company seeking to expand its business through acquisitions, license agreements, joint
ventures and other initiatives. There is risk involved with each of these. Acquisitions and new license agreements require the
Company to ensure that new brands will successfully complement the other brands in its portfolio. The Company assumes the risk that
the new brand will not be viewed by the public as favorably as its other brands. In addition, the integration of an acquired company or
licensed brand into the Company’s existing business can strain the Company’s current infrastructure with the additional work required
and there can be no assurance that the integration of acquisitions or licensed brands will be successful or that acquisitions or licensed
brands will generate sales increases. The Company needs to ensure it has the adequate human resources and systems in place to allow
for successful assimilation of new businesses. The inability to successfully implement its growth strategies could adversely affect the
Company’s future financial condition and results of operations.
The loss or infringement of the Company’s trademarks or other intellectual property rights could have an adverse effect on
future results of operations.
The Company believes that its trademarks and other intellectual property rights are vital to the competitiveness and success of its
business and therefore it takes all appropriate actions to register and protect them. Such actions may not be adequate to prevent
imitation of the Company’s products or infringement of its intellectual property rights, or to assure that others will not challenge the
Company’s rights, or that such rights will be successfully defended. Moreover, the laws of some foreign countries, including some in
which the Company sells its products, may not protect intellectual property rights to the same extent as do the laws of the United
States, which could make it more difficult to successfully defend such challenges to them. The Company’s inability to obtain or
maintain rights in its trademarks, including its licensed marks, could have an adverse effect on brand image and future results of
operations.
Fluctuations in the pricing of commodities or the cost of labor could adversely affect the Company’s ability to produce
products at favorable prices.
Some of the Company’s higher-end watch offerings are made with materials such as diamonds, precious metals and gold. The
Company relies on independent contractors to manufacture and assemble the majority of its watch brands. A significant change in the
prices of these commodities or the cost of third-party labor could adversely affect the Company’s business by:
•
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reducing gross profit margins;
forcing an increase in suggested retail prices; which could lead to
decreasing consumer demand; which could lead to
higher inventory levels.
14
Any and all of the above events could adversely affect the Company’s future cash flow and results of operations.
The Company’s business is subject to foreign currency exchange rate risk.
A significant portion of the Company’s inventory purchases are denominated in Swiss francs. The Company reduces its exposure to the
Swiss franc exchange rate risk through a hedging program. Under the hedging program, the Company manages most of its foreign
currency exposures on a consolidated basis, which allows it to net certain exposures and take advantage of natural offsets. In the event
these exposures do not offset, the Company has the ability under a hedging program to utilize forward exchange contracts and purchased
foreign currency options to mitigate foreign currency risk. If these hedge instruments are unsuccessful at minimizing the risk or are
deemed ineffective, any fluctuation of the Swiss franc exchange rate could impact the future results of operations. Changes in currency
exchange rates may also affect relative prices at which the Company and its foreign competitors sell products in the same market.
Additionally, a portion of the Company’s net sales are recorded in its foreign subsidiaries in a currency other than the local currency of
that subsidiary. This predominantly occurs in the Company’s Hong Kong and Swiss subsidiaries when they sell to Euro and British
Pound based customers. As of January 31, 2015, this exposure was not hedged by the Company. Starting in fiscal 2016 the Company
plans to utilize forward exchange contracts to mitigate this exposure. Any fluctuation in the Euro and British Pound exchange rates in
relation to the Hong Kong dollar and Swiss franc would have an effect on these sales that are recorded in Euros and British Pounds. The
currency effect on these sales has an equal effect on their recorded gross profit since the costs of these sales are recorded in the entities’
respective local currency. As a result of these and other foreign currency sales, certain of the Company’s subsidiaries have outstanding
foreign currency receivables. Furthermore, since the Company’s consolidated financial statements are presented in U.S. dollars, revenues,
income and expenses, as well as assets and liabilities of foreign currency denominated subsidiaries must be translated into U.S. dollars at
exchange rates in effect during or at the end of each reporting period. Fluctuations in foreign currency exchange rates could adversely
affect the Company’s reported revenues, earnings, financial position and the comparability of results of operations from period to period.
The Grinberg family owns a majority of the voting power of the Company’s stock.
Each share of common stock of the Company is entitled to one vote per share while each share of class A common stock of the
Company is entitled to ten votes per share. While the members of the Grinberg family do not own a majority of the Company’s
outstanding common stock, by their significant holdings of class A common stock they control a majority of the voting power
represented by all outstanding shares of both classes of stock. Consequently, the Grinberg family is in a position to significantly
influence any matters that are brought to a vote of the shareholders including, but not limited to, the election of the Board of Directors
and any action requiring the approval of shareholders, including any amendments to the Company’s certificate of incorporation,
mergers or sales of all or substantially all of the Company’s assets. This concentration of ownership also may delay, defer or even
prevent a change in control of the Company and make some transactions more difficult or impossible without the support of the
Grinberg family. These transactions might include proxy contests, tender offers, mergers or other purchases of shares of common
stock that could give stockholders the opportunity to realize a premium over the then-prevailing market price for shares of the
Company’s common stock.
The Company’s stock price could fluctuate and possibly decline due to changes in revenue, operating results and cash flow.
The Company’s revenue, results of operations and cash flow can be affected by several factors, some of which are not within its
control. Those factors include, but are not limited to, those described as risk factors in this Item 1A and under “Forward-Looking
Statements” on page 1.
Any or all of these factors could cause a decline in revenues or increased expenses, both of which could have an adverse effect on the
results of operations. If the Company’s earnings failed to meet the expectations of the public in any given period, the Company’s stock
price could fluctuate and possibly decline.
If the Company were to lose its relationship with any of its key customers or distributors or any of such customers or
distributors were to experience financial difficulties or go out of business, there may be a significant loss of revenue and
operating results.
The Company’s customer base covers a wide range of distribution including national jewelry store chains, department stores,
independent regional jewelers, licensors’ retail stores and a network of independent distributors in many countries throughout the
world. Except for its agreements with independent distributors, the Company does not have long-term sales contracts with its
customers, nor does it have a significant backlog of unfilled orders. Customer purchasing decisions could vary with each selling
season. A material change in the Company’s customers’ purchasing decisions could have an adverse effect on its revenue and
operating results.
15
The Company extends credit to its customers based on an evaluation of each customer’s financial condition usually without requiring
collateral. Should any of the Company’s larger customers experience financial difficulties, it could result in the Company’s curtailing
of doing business with them, an increased rate of product returns or an increase in its exposure related to its accounts receivable. The
inability to collect on these receivables could have an adverse effect on the Company’s financial results and cash flows.
The inability or difficulty of the Company’s customers, suppliers and business partners to obtain credit, could materially and
adversely affect its results of operations and liquidity.
Many of the Company’s customers, suppliers and business partners rely on a stable, liquid and well-functioning financial system to
fund their operations and a disruption in their ability to access liquidity could cause serious disruptions to or an overall deterioration of
their businesses which could impair their ability to meet their obligations to the Company, including delivering product ordered by the
Company and placing or paying for future orders of the Company’s products, any of which could have a material adverse effect on the
Company’s results of operations and liquidity.
The Company’s wholesale business could be negatively affected by further changes of ownership, contraction and
consolidation in the retail industry.
A large portion of the Company’s U.S. wholesale business is based on sales to major jewelry store chains and department stores. In
recent years, the retail industry has experienced changes in ownership, contraction and consolidations, with a number of jewelry chain
stores and department store operators going out of business and liquidating their inventory. Future reorganizations, changes of
ownership and consolidations could further reduce the number of retail doors in which the Company’s products are sold and increase
the concentration of sales among fewer national or large regional retailers, which could materially adversely affect the Company’s
wholesale business.
If the Company were to lose key members of management or be unable to attract and retain the talent required for the
business, operating results could suffer.
The Company’s ability to execute key operating initiatives as well as to deliver product and marketing concepts appealing to target
consumers depends largely on the efforts and abilities of key executives and senior management’s competencies. The unexpected loss
of one or more of these individuals could have an adverse effect on the future business. The Company cannot guarantee that it will be
able to attract and retain the talent and skills needed in the future.
If the Company cannot secure financing and credit on favorable terms, the Company’s financial condition and results of
operations may be materially adversely affected.
Credit and equity markets remain sensitive to world events and macro-economic developments. Therefore, the Company’s cost of
borrowing may increase and it may be more difficult to obtain financing for the Company’s operations or to refinance long-term
obligations as they become payable. In addition, the Company’s borrowing costs can be affected by independent rating agencies’ short
and long-term debt ratings which are based largely on the Company’s performance as measured by credit metrics including interest
coverage and leverage ratios. A decrease in these ratings would likely also increase the Company’s cost of borrowing and make it
more difficult for it to obtain financing. A significant increase in the costs that the Company incurs in order to finance its operations
may have a material adverse impact on its business results and financial condition.
A significant portion of the Company’s business is conducted outside of the United States. Many factors affecting business
activities outside the United States could adversely impact this business.
The Company assembles all of its watches in Europe and Asia. The Company also generates approximately 45% of its revenue from
international sources.
Factors that could affect this business activity vary by region and market and generally include without limitation:
•
•
•
•
•
•
instability or changes in social, political and/or economic conditions that could disrupt the trade activity in the countries
where the Company’s manufacturers, suppliers and customers are located;
the imposition of additional duties, taxes and other charges on imports and exports;
changes in foreign laws and regulations;
the adoption or expansion of trade sanctions;
recessions in foreign economies; and
a significant change in currency valuation in specific countries or markets.
16
If the Company was unable to protect the security of personal information about its customers or employees or prevent a
privacy breach, it could be subject to costly government enforcement actions and private litigation and suffer significant
negative publicity which could materially and adversely affect the Company’s results of operations.
As part of the normal course of business the Company is involved in the receipt and storage of electronic information about customers
and employees, as well as proprietary financial and non-financial data. Although the Company believes it has taken reasonable and
appropriate actions to protect the security of this information, if the Company were to experience a security breach, acts of vandalism,
computer viruses, misplaced or lost data, programming and/or human errors or other similar events, it could result in government
enforcement actions and private litigation, attract a substantial amount of media attention, and damage the Company’s reputation and
its relationships with its customers and employees, materially adversely affecting the Company’s sales and results of operations.
The Company depends on its information systems to run its business and any significant disruption to those systems could
materially disrupt the Company’s business and adversely affect its results of operations.
The Company relies on its information systems to operate every aspect of its world-wide business, including, without limitation, order
processing, inventory and supply chain management, customer communications, purchasing and financial reporting. Although the
Company attempts to take all reasonable steps to mitigate the risks to its information management systems, including such measures
as the use of firewalls, automatically expiring passwords, encryption technology and periodic vulnerability tests, no system can be
completely secure against all threats. It is possible that the Company’s information systems will experience system failures, viruses,
security breaches, power outages, network and telecommunications failures, usage errors by our employees, harmful acts by our
website visitors or other events which could disable or significantly impair the systems’ functionality. Additionally, the Company’s
systems may fail to operate properly or effectively, experience problems transitioning to upgraded or replacement systems or
difficulties in integrating new systems. Any material disruption or slowdown of the Company’s information systems could result in
the loss of critical data, the inability to process and properly record transactions and could materially impair the Company’s ability to
conduct business, leading to cancelled orders and lost sales. In addition, the Company engages in e-commerce and is vulnerable to
certain additional risks and uncertainties associated with the Internet, including changes in required technology interfaces, website
downtime and other technical failures, security breaches and consumer privacy concerns. A breach and loss of data could also subject
the Company to liability to its customers or suppliers and could also cause competitive harm if sensitive information is publicized. In
the event the Company is not successful in responding to these risks and uncertainties, its online sales may decline, the associated
costs with its e-commerce activity may increase and the reputation of its brands may be damaged.
Item 1B. Unresolved Staff Comments
None.
17
Item 2. Properties
The Company leases various facilities in North America, Europe, the Middle East and Asia for its corporate, watch assembly,
distribution and sales operations. As of January 31, 2015, the Company’s leased facilities were as follows:
Location
Moonachie, New Jersey
Paramus, New Jersey
Bienne, Switzerland
Bienne, Switzerland
Hong Kong
Villers le Lac, France
New York, New York
Markham, Canada
Hackensack, New Jersey
ChangAn Dongguan, China
Shanghai, China
Munich, Germany
Coral Gables, Florida
Grenchen, Switzerland
Singapore
Dubai, United Arab Emirates
Function
Watch distribution and repair
Executive offices
Watch distribution, assembly and repair
Corporate functions and watch sales
Watch sales, distribution and repair
European service and watch distribution
Public relations office, licensed brand
showroom
Office, watch distribution and repair
Warehouse
Quality control and engineering
Watch sales and distribution
Watch sales and repair
Caribbean office, watch sales
Watch sales
Watch sales, distribution and repair
Watch sales
Square
Footage
100,000
98,300
35,790
35,500
16,560
12,800
9,900
7,800
6,600
6,460
6,050
4,380
2,880
2,800
970
730
Lease
Expiration
July 2019
June 2018
October 2017
June 2017
March 2016
January 2016
August 2016
August 2019
July 2015
December 2015
January 2017
January 2017
January 2017
July 2015
December 2016
July 2015
All of the foregoing facilities are used exclusively in connection with the wholesale segment of the Company’s business except that a
portion of the Company’s executive office space in Paramus, New Jersey is used in connection with management of its retail business.
Since acquiring it in 2004, as part of its acquisition of Ebel, the Company owns an architecturally significant building in La Chaux-de-
Fonds.
The Company also owns approximately 2,500 square feet of office space in Hanau, Germany, which it previously used for sales,
distribution and watch repair functions.
The Company leases retail space averaging 1,700 square feet per store with leases expiring from January 2016 to September 2025 for
the operation of the Company’s 38 outlet stores in the United States. The Company believes that its existing facilities are suitable and
adequate for its current operations.
Item 3. Legal Proceedings
The Company is involved in various legal proceedings and claims from time to time in the ordinary course of its business.
On February 4, 2015, an individual plaintiff filed a complaint against the Company and several of its officers in the United States
District Court for the District of New Jersey (the “Complaint”) as a purported class action, alleging that between March 26, 2014 and
November 13, 2014, the Company made false and misleading statements about the Company’s financial performance. The Complaint
also claims that these alleged false and misleading statements resulted in the Company’s stock trading at an artificially high price until
November 14, 2014, when the Company issued a press release preliminarily announcing financial results and reducing its previous
projections, after which the Company’s stock price fell. The Company believes that the Complaint is meritless and it intends to
vigorously defend this matter.
The Company believes that it has valid legal defenses to all of the matters currently pending against it. These matters are inherently
unpredictable and the resolutions of these matters are subject to many uncertainties and the outcomes are not predictable with
assurance. Consequently, management is unable to estimate the ultimate aggregate amount of monetary loss, if any, amounts covered
by insurance or the financial impact that will result from such matters.
Item 4. Mine Safety Disclosures
Not applicable.
18
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
As of March 24, 2015, there were 51 holders of record of the Company’s class A common stock and, the Company estimates, 6,100
beneficial owners of the common stock represented by 414 holders of record. The Company’s common stock is traded on the New
York Stock Exchange under the symbol “MOV” and on March 24, 2015, the closing price of the Company’s common stock was
$25.37. In connection with the October 7, 1993 public offering, each share of the Company’s then currently existing class A common
stock was converted into 10.46 shares of new class A common stock, par value of $0.01 per share (the “class A common stock”). Each
share of common stock is entitled to one vote per share and each share of class A common stock is entitled to 10 votes per share on all
matters submitted to a vote of the shareholders. Each holder of class A common stock is entitled to convert, at any time, any and all
such shares into the same number of shares of common stock. Each share of class A common stock is converted automatically into
common stock in the event that the beneficial or record ownership of such shares of class A common stock is transferred to any
person, except to certain family members or affiliated persons deemed “permitted transferees” pursuant to the Company’s Restated
Certificate of Incorporation as amended. The class A common stock is not publicly traded and consequently, there is currently no
established public trading market for these shares. The following table sets forth high and low bid quotations reported for the
Company’s common stock for each quarter during fiscal 2015 and 2014 and the dividends declared per share in respect of each such
quarter.
Quarter Ended
April 30
July 31
October 31
January 31
Fiscal Year Ended
January 31, 2015
Low
High
Dividends
per Share
$
$
$
$
35.55 $
36.95 $
32.58 $
23.50 $
46.39 $
43.20 $
44.04 $
38.70 $
0.10 $
0.10 $
0.10 $
0.11 $
Fiscal Year Ended
January 31, 2014
Low
High
30.08 $
29.27 $
35.87 $
37.75 $
38.30 $
38.61 $
47.24 $
47.33 $
Dividends
per Share
0.05
0.08
0.08
0.10
During each of fiscal 2014 and 2015, the Company declared four quarters of dividends as indicated in the table above. 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.
On November 25, 2014, the Board approved an increase in the Company’s share repurchase program, from $50.0 million, originally
approved on March 21, 2013, to $100.0 million. Under the program, the Company is authorized to purchase shares of its outstanding
common stock from time to time, depending on market conditions, share price and other factors. The Company may purchase shares
of its common stock through open market purchases, repurchase plans, block trades or otherwise. This authorization expires
on January 31, 2016. During the twelve months ended January 31, 2015, the Company repurchased a total of 833,973 shares of its
common stock at a total cost of approximately $26.4 million, or an average of $31.63 per share.
An aggregate of 30,105 shares were repurchased during the twelve months ended January 31, 2015 as a result of the surrender of
shares of common stock in connection with the vesting of certain restricted stock awards and stock options. At the election of an
employee, upon the vesting of a stock award or the exercise of a stock option, shares of common stock having an aggregate value on
the vesting of the award or the exercise date of the option, as the case may be, equal to the employee’s withholding tax obligation may
be surrendered to the Company by netting them from the vested shares issued. Similarly, shares having an aggregate value equal to the
exercise price of an option may be tendered to the Company in payment of the option exercise price and netted from the shares of
common stock issued upon the option exercise.
19
The following table summarizes information about the Company’s purchases of shares of its common stock in the fourth quarter of
fiscal 2015.
Issuer Repurchase of Equity Securities
Period
November 1, 2014 – November 30, 2014
December 1, 2014 – December 31, 2014
January 1, 2015 – January 31, 2015
Total
PERFORMANCE GRAPH
Total Number
of Shares
Purchased
Average
Price Paid
Per Share
Total Number of
Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs
Maximum
Amount
that May Yet Be
Purchased Under
the Plans or
Programs
34,900 $
205,900 $
248,100 $
488,900 $
29.99
27.88
25.98
27.06
34,900 25,316,124
205,900 69,575,510
248,100 63,130,725
488,900 63,130,725
The performance graph set forth below compares the cumulative total shareholder return of the Company’s shares of common stock
for the last five fiscal years through the fiscal year ended January 31, 2015 with that of the Broad Market (NYSE Stock Market – U.S.
Companies), the S&P SmallCap 600 Index and the Russell 2000 Index. Each index assumes an initial investment of $100.0 on
January 31, 2010 and the reinvestment of dividends (where applicable).
Comparison of Cumulative Five Year Total Return
$400
$350
$300
$250
$200
$150
$100
$50
$0
1/31/10
1/31/11
1/31/12
1/31/13
1/31/14
1/31/15
Movado Group, Inc.
S&P SmallCap 600 Index
NYSE (U.S. Companies)
Russell 2000 Index
Company Name / Index
Movado Group, Inc.
S&P SmallCap 600 Index
NYSE (U.S. Companies)
Russell 2000 Index
1/31/10 1/31/11
1/31/15
1/31/12 1/31/13
100.00 131.84 169.73 353.79 367.73 236.83
100.00 130.93 140.75 162.50 208.71 221.55
100.00 123.25 126.55 149.11 176.85 197.09
100.00 131.36 135.12 156.03 198.20 211.34
1/31/14
20
Item 6. Selected Financial Data
The selected financial data presented below has been derived from the Consolidated Financial Statements. This information should be
read in conjunction with, and is qualified in its entirety by, the Consolidated Financial Statements and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” contained in Item 7 of this report. The Company’s subsidiary, Movado
Retail Group, Inc., closed its Movado boutique division during its second quarter ended July 31, 2010. As a result, the financial results
of the boutiques were reported as discontinued operations on the face of the Consolidated Statements of Operations for all periods
presented. Amounts are in thousands except per share amounts:
2015
Fiscal Year Ended January 31,
2013
2012
2014
Statement of income data:
Net sales (1) (2) (3)
Cost of sales (4) (5)
Gross profit (1) (2) (3) (4) (5)
Selling, general and administrative (6) (7) (8) (9)
Operating income / (loss) (1) (2) (3) (4) (5) (6) (7) (8) (9)
Other income, net (10) (11)
Interest expense
Interest income
Income / (loss) from continuing operations before income
$ 586,980 $
276,998
309,982
238,495
71,487
—
(489)
166
570,255 $
264,994
305,261
237,519
67,742
1,526
(436)
86
505,478 $ 468,117 $
211,772
227,596
256,345
277,882
222,782
228,536
33,563
49,346
747
—
(1,277)
(434 )
199
144
2011 *
382,190
199,188
183,002
195,099
(12,097)
—
(2,247)
319
taxes
71,164
68,918
49,056
33,232
(14,025)
Provision for / (benefit from) income taxes (12) (13) (14)
(15)
Income / (loss) from continuing operations
Discontinued operations:
(Loss) from discontinued operations, net of tax
Net income / (loss)
Less: Income attributed to noncontrolling interests
Net income / (loss) attributed to Movado Group, Inc.
Income / (loss) attributed to Movado Group, Inc.:
Income / (loss) from continuing operations, net of tax
(Loss) from discontinued operations, net of tax
Net income / (loss) attributed to Movado Group, Inc.
Basic income / (loss) per share:
Weighted basic average shares outstanding
Income / (loss) per share from continuing operations
attributed to Movado Group, Inc.
(Loss) per share from discontinued operations
Net income / (loss) per share attributed to Movado Group,
Inc.
Diluted income / (loss) per share:
Weighted diluted average shares outstanding
Income / (loss) per share from continuing operations
attributed to Movado Group, Inc.
(Loss) per share from discontinued operations
Net income / (loss) per share attributed to Movado Group,
Inc.
Cash dividends paid per share
Balance sheet data (end of period):
Working capital (16)
Total assets
Total long-term debt
Movado Group, Inc. shareholders’ equity
19,264
51,900
17,373
51,545
(8,812 )
57,868
604
32,628
8,792
(22,817)
—
51,900
124
51,776 $
—
51,545
668
50,877 $
—
57,868
785
57,083 $
—
32,628
633
31,995 $
(23,675)
(46,492)
665
(47,157)
51,776 $
—
51,776 $
50,877 $
—
50,877 $
57,083 $
—
57,083 $
31,995 $
—
31,995 $
(23,482)
(23,675)
(47,157)
25,276
25,506
25,267
24,926
24,753
2.05 $
— $
1.99 $
— $
2.26 $
— $
1.28 $
— $
(0.95)
(0.96)
2.05 $
1.99 $
2.26 $
1.28 $
(1.91)
25,581
25,849
25,664
25,141
24,753
2.02 $
— $
2.02 $
0.40 $
1.97 $
— $
1.97 $
0.26 $
2.22 $
— $
2.22 $
1.45 $
1.27 $
— $
1.27 $
0.12 $
(0.95)
(0.96)
(1.91)
—
$
$
$
$
$
$
$
$
$
$
$ 419,206 $
$ 583,023 $
— $
$
$ 484,285 $
401,717 $
578,610 $
— $
465,990 $
360,613 $ 346,239 $
526,362 $ 507,562 $
— $
425,692 $ 394,074 $
— $
312,041
444,205
—
356,479
(1) Fiscal 2014 net sales include a pre-tax charge of $7.8 million for anticipated returns in fiscal 2015, as a result of the Company’s
decision to reduce the presence of ESQ Movado while expanding the Movado brand offering in certain retail doors.
21
(2) Fiscal 2013 net sales include a sales allowance of $4.9 million related to the repositioning of the Coach watch brand.
(3) Fiscal 2012 net sales include a $3.0 million sale of certain proprietary watch movements.
(4) Fiscal 2014 includes a $2.5 million pre-tax duty refund received relating to payments made by the Company in calendar years
2008 through 2011 for drawback claims filed with U.S. Customs & Border Protection and a $7.5 million pre-tax charge related
to anticipated ESQ Movado product returns and the write down of ESQ Movado excess inventory. This charge resulted from the
Company’s decision to reduce the presence of ESQ Movado while expanding the Movado brand offering in certain retail doors.
(5) Fiscal 2011 includes a non-cash charge of $24.1 million for certain non-core gold and mechanical movement inventory.
(6) Fiscal 2014 includes a $2.0 million donation to the Movado Group Foundation and a $0.8 million pre-tax charge related to the
write down of excess displays and point of sale materials, as a result of the Company’s decision to reduce the presence of ESQ
Movado while expanding the Movado brand offering in certain retail doors.
(7) Fiscal 2013 and 2012 each includes a $3.0 million donation to the Movado Group Foundation.
(8) Fiscal 2011 includes non-cash charges of $3.1 million and $2.5 million, respectively, for write-downs of certain assets primarily
related to intangible assets, tooling costs and trade booths for Baselworld Watch and Jewelry Show.
(9) Fiscal 2011 includes a reversal of a previously recorded liability of $4.3 million for a retirement agreement with the Company’s
former Chairman.
(10) Fiscal 2014 other income consists of a pre-tax gain of $1.5 million on the sale of a building which was completed in the first
quarter of fiscal 2014.
(11) Fiscal 2012 other income consists of a pre-tax gain of $0.7 million on the sale of a building which was completed in the second
quarter of fiscal 2012.
(12) Fiscal 2014 provision for income taxes includes a benefit of $1.0 million related to U.S. and foreign tax settlements and the
release of uncertain tax positions.
(13) Fiscal 2013 effective tax rate of (18.0)% includes a tax benefit of $19.8 million attributable to the reversal of a majority of the
valuation allowance on the U.S. net deferred tax assets and a tax benefit of $0.5 million attributable to foreign business
restructurings in Japan and the UK.
(14) Fiscal 2012 effective tax rate of 1.8% includes a release of a valuation allowance against net deferred tax assets in Switzerland,
partially offset by the accrual of a Swiss withholding tax settlement, the continued recording of other valuation allowances, most
notably the valuation allowance against net U.S. deferred tax assets, and the tax accrued on the repatriation of foreign earnings.
(15) Fiscal 2011 effective tax rate of (62.7)% includes a charge for the establishment of a valuation allowance against net deferred
tax assets in Switzerland, in addition to continued recording of valuation allowances, most notably the valuation allowance
against net U.S. deferred tax assets, and the tax accrued on the repatriation of foreign earnings.
(16) The Company defines working capital as current assets less current liabilities.
*
Effective February 1, 2011, the Company changed its method of valuing its U.S. inventory to the average cost method. The
consolidated financial statements of fiscal 2011 have been adjusted to apply the new accounting method retroactively.
22
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
GENERAL
Net Sales. The Company operates and manages its business in two principal business segments – Wholesale and Retail. The
Company also operates in two geographic locations – United States and International. Since April 30, 2014, the Company has divided
its watch business into two principal categories: the luxury category and the licensed brands category. The luxury category consists of
the Ebel®, Concord®, Movado® and ESQ® Movado brands. Previously, the Company classified the Movado and the ESQ Movado
brands together as a separate category referred to as accessible luxury. Watches in the licensed brands category include the following
brands manufactured and distributed under license agreements with the respective brand owners: Coach®, HUGO BOSS®, Juicy
Couture®, Lacoste®, Tommy Hilfiger® and SCUDERIA FERRARI®. These changes to the Company’s watch brand categories did
not change the Company’s operating segments.
The primary factors that influence annual sales are general economic conditions in the Company’s U.S. and international markets, new
product introductions, the level and effectiveness of advertising and marketing expenditures and product pricing decisions.
Approximately 45.0% of the Company’s total sales are from international markets (see Note 13 to the Consolidated Financial
Statements), and therefore reported sales made in those markets are affected by foreign exchange rates. The Company’s international
sales are primarily billed in local currencies (predominantly Euros and Swiss francs) and translated to U.S. dollars at average
exchange rates for financial reporting purposes.
The Company divides its business into two major geographic locations: United States operations, and International, which includes the
results of all other Company operations. The allocation of geographic revenue is based upon the location of the customer. The
Company’s International operations in Europe, the Americas (excluding the United States), Asia and the Middle East account for
18.9%, 11.4%, 8.0% and 7.1%, respectively, of the Company’s total net sales for fiscal 2015. Substantially all of the Company’s
international assets are located in Switzerland and Asia.
The Company’s business is seasonal. There are two major selling seasons in the Company’s markets: the spring season, which
includes school graduations and several holidays and, most importantly, the Christmas and holiday season. Major selling seasons in
certain international markets center on significant local holidays that occur in late winter or early spring. The Company’s net sales
historically have been higher during the second half of the fiscal year. The second half of each year accounted for 54.9%, 56.5%, and
56.1% of the Company’s net sales for the fiscal years ended January 31, 2015, 2014 and 2013, respectively.
The Company’s retail operations consist of 38 outlet stores located throughout the United States.
The significant factors that influence annual sales volumes in the Company’s retail operations are similar to those that influence U.S.
wholesale sales. In addition, most of the Company’s outlet stores are located near vacation destinations and, therefore, the seasonality
of these stores is driven by the peak tourist seasons associated with these locations.
In the fourth quarter of fiscal 2014, the Company recorded a pre-tax charge of $7.8 million to net sales, for anticipated returns in fiscal
2015 resulting from the Company’s strategic decision to reduce the presence of ESQ Movado watches in certain retail doors while
expanding the Movado brand offering. The Company believes it did not fully realize all of the anticipated benefits of this strategy
which was intended to drive incremental sales of its more productive Movado brand watch families by utilizing the increased case
space at the point of sale that otherwise would have been occupied by relatively less productive ESQ Movado SKUs. Although
Movado brand sales at retail increased while, at the same time, as expected, sales of ESQ Movado watches at retail declined, there was
less of an increase than expected in the level of Movado watch sales at wholesale due to retailers tightly managing their inventory. It
is expected that this trend will continue into next year. The Company continues to offer ESQ Movado in select retail locations as well
as its direct-to-consumer outlet stores and through e-commerce at Movado.com.
In the fourth quarter of fiscal 2013, the Company recorded a pre-tax charge of $4.9 million related to the repositioning of the Coach
watch brand from a collection that is priced for sale in a department store’s fine watch department to one suitable for sale in the
fashion watch department. The charge represented the Company’s estimated cost of the aggregate sales allowance to Coach watch
retailers affected by the repositioning.
Gross Margins. The Company’s overall gross margins are primarily affected by four major factors: brand and product sales mix,
product pricing strategy, manufacturing costs and fluctuation in foreign currency exchange rates, in particular the relationship between
the U.S. dollar and the Swiss franc and the Euro. Gross margins for the Company may not be comparable to those of other companies,
since some companies include all the costs related to their distribution networks in cost of sales whereas the Company does not
include the costs associated with its U.S. and Asia warehousing and distribution facilities nor the occupancy costs for the retail
segment in the cost of sales line item. Those are included in selling, general and administrative expenses.
23
Gross margins vary among the brands included in the Company’s portfolio and also among watch models within each brand. Watches
in the luxury category generally earn higher gross margin percentages than watches in the licensed brand category. The difference in
gross margin percentages for the licensed brand category is primarily due to the impact of royalty payments made on the licensed
brands. 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.
All of the Company’s brands compete with a number of other brands not only on styling but also on wholesale and retail price. The
Company’s ability to improve margins through price increases is therefore, to some extent, constrained by competitors’ actions.
Cost of sales of the Company’s products consists primarily of component costs, royalties, assembly costs, depreciation, amortization
and unit overhead costs associated with the Company’s supply chain operations in Switzerland and Asia. The Company’s supply chain
operations consist of logistics management of assembly operations and product sourcing in Switzerland and Asia and minor assembly
in Switzerland. Through productivity improvement efforts, the Company has controlled the level of overhead costs and maintained
flexibility in its cost structure by outsourcing a significant portion of its component and assembly requirements.
Cost of sales of the Company’s products includes costs for raw material and components, as well as labor for assembly of finished
goods, all of which can be impacted by inflation. While inflation in costs has negatively impacted gross margin percentage, this effect
has not been material to the Company’s results of operations for the periods presented in this report. A significant increase in these
costs due to inflation could have a material adverse effect on the Company’s future results of operations. While the Company may
seek to offset the negative inflationary impact on these costs with price increases on its products, its ability to effectively do so will
depend on the extent it can pass on price increases and still remain competitive in the marketplace.
In the fourth quarter of fiscal 2014, gross margin was impacted by a $7.5 million pre-tax charge related to anticipated ESQ Movado
watch brand returns and the write down of ESQ Movado excess inventory. This charge resulted from the Company’s decision to
reduce the presence of ESQ Movado while expanding the Movado brand offering in certain retail doors. The Company reallocated
certain of the ESQ Movado retail space in the first half of fiscal 2015 to drive incremental sales of its more productive Movado brand
watch families, and continues to offer ESQ Movado in select retail locations as well as its direct-to-consumer outlet stores and
Movado.com.
In calendar years 2010 through 2012, drawback claims were filed with U.S. Customs & Border Protection (“CBP”) to recover duty
payments made by the Company in calendar years 2008 through 2011. The drawback claims concerned duty paid on watches that
were subsequently exported from the United States. A number of drawback claims filed on behalf of the Company were denied by
CBP in calendar year 2012 and an administrative protest was filed requesting reconsideration of the denials. This protest was approved
and, as a result, in the fourth quarter of fiscal 2014 the Company recorded and received a net pre-tax refund of $2.5 million. The
Company does not anticipate receipt of any additional refunds related to this matter nor does the Company anticipate return of any of
these refunds to CBP.
Since a substantial amount of the Company’s product costs are incurred in Swiss francs, fluctuations in the U.S. dollar/Swiss franc
exchange rate can impact the Company’s cost of goods sold and, therefore, its gross margins. The Company reduces its exposure to
the Swiss franc exchange rate risk through a hedging program. Under the hedging program, the Company manages most of its foreign
currency exposures on a consolidated basis, which allows it to net certain exposures and take advantage of natural offsets. In the event
these exposures do not offset, the Company has the ability to hedge its Swiss franc purchases using a combination of forward contracts
and purchased currency options. The Company’s hedging program mitigated the impact of the exchange rate fluctuations on product
costs and gross margins for fiscal years 2015, 2014 and 2013.
Selling, General and Administrative (“SG&A”) Expenses. The Company’s SG&A expenses consist primarily of marketing, selling,
distribution, general and administrative expenses. In fiscal 2014, the Company recorded a $2.0 million pre-tax charge related to
donations made to the Movado Group Foundation. In fiscal 2014, the Company also recorded a $0.8 million pre-tax charge related to
the write down of excess displays and point of sale materials, as a result of the Company’s decision to reduce the presence of ESQ
Movado while expanding the Movado brand offering in certain retail doors. In fiscal 2013 the Company recorded a $3.0 million pre-
tax charge related to donations made to the Movado Group Foundation.
Annual marketing expenditures are based principally on overall strategic considerations relative to maintaining or increasing market
share in markets that management considers to be crucial to the Company’s continued success as well as on general economic
conditions in the various markets around the world in which the Company sells its products. Marketing expenses include various
forms of media advertising, digital advertising and co-operative advertising with customers and distributors and other point of sale
marketing and promotion spending.
24
Selling expenses consist primarily of salaries, sales commissions, sales force travel and related expenses, depreciation and
amortization, expenses associated with the annual Baselworld Watch and Jewelry Show and other industry trade shows and operating
costs incurred in connection with the Company’s retail business. Sales commissions vary with overall sales levels. Retail selling
expenses consist primarily of payroll related and store occupancy costs.
Distribution expenses consist primarily of salaries of distribution staff, rental and other occupancy costs, security, depreciation and
amortization of furniture and leasehold improvements and shipping supplies.
General and administrative expenses consist primarily of salaries and other employee compensation including performance based
compensation, employee benefit plan costs, office rent, management information systems costs, professional fees, bad debts,
depreciation and amortization of furniture, computer software and leasehold improvements, patent and trademark expenses and
various other general corporate expenses.
Interest Expense. To the extent it borrows, the Company will record interest expense on its revolving credit facility. Additionally,
interest expense includes the amortization of deferred financing costs associated with the Company’s revolving credit facility.
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. Management believes the following are the
critical accounting policies requiring significant judgments and estimates used in the preparation of its consolidated financial
statements.
Revenue Recognition
In the wholesale segment, the Company recognizes revenue upon transfer of title and risk of loss in accordance with its FOB shipping
point terms of sale and after the sales price is fixed and determinable and collectability is reasonably assured. In the retail segment,
transfer of title and risk of loss occurs at the time of register receipt. The Company records estimates for sales returns and sales and
cash discount allowances as a reduction of revenue in the same period that the sales are recorded. These estimates are based upon
historical analysis, customer agreements and/or currently known factors that arise in the normal course of business. While returns have
historically been within the Company’s expectations and the provisions established, future return rates may differ from those
experienced in the past. In the event that returns are authorized at a rate significantly higher than the Company’s historic rate, the
resulting returns could have an adverse impact on its operating results for the period in which such results materialize.
In the fourth quarter of fiscal 2014, the Company recorded a pre-tax charge of $7.8 million to sales, for anticipated returns resulting
from the Company’s decision to reduce the presence of ESQ Movado while expanding the Movado brand offering in certain retail
doors.
In the fourth quarter of fiscal 2013, the Company recorded a pre-tax charge of $4.9 million related to the repositioning of the Coach
watch brand from a collection, which was priced for sale in a department store’s fine watch department to one suitable for sale in the
fashion watch department.
Allowance for Doubtful Accounts
Accounts receivable are reduced by an allowance for amounts that may be uncollectible in the future. Estimates are used in
determining the allowance for doubtful accounts and are based on an analysis of the aging of accounts receivable, assessments of
collectability based on historic trends, the financial condition of the Company’s customers and an evaluation of economic conditions.
In general, the actual bad debt losses have historically been within the Company’s expectations and the allowances it established. As
of January 31, 2015, except for those accounts provided for in the reserve for doubtful accounts, the Company knew of no situations
with any of the Company’s major customers which would indicate the customer’s inability to make their required payments.
25
Inventories
The Company previously valued its inventory at the lower of cost or market. Effective February 1, 2011, the Company changed its
method of valuing its U.S. inventories to the average cost method. With this change, all of the Company’s inventories are now valued
using the average cost method. The Company believes that the average cost method of inventory valuation is preferable because (1) it
permits the Company to use a single method of accounting for all of the Company’s U.S. and international inventories, (2) it aligns
costs with the Company’s forecasting and procurement decisions, and (3) since a number of the Company’s key competitors use the
average cost method, it improves comparability of the Company’s financial statements. The Company reviews its on-hand inventory
to determine amounts, if any, of inventory that is deemed discontinued, excess, or unsaleable. Inventory classified as discontinued,
together with the related component parts that can be assembled into saleable finished goods, is sold primarily through the Company’s
outlet stores. When management determines that finished product is unsaleable or that it is impractical to build the excess components
into watches for sale, a charge is recorded to value those products and components at the lower of cost or market value.
In the fourth quarter of fiscal 2014, the Company recorded inventory reserves of $2.6 million related to the write down of ESQ
Movado excess watch inventory as a result of the Company’s decision to reduce the presence of ESQ Movado while expanding the
Movado brand offering in certain retail doors.
Long-Lived Assets
The Company periodically reviews the estimated useful lives of its depreciable assets based on factors including historical experience,
the expected beneficial service period of the asset, the quality and durability of the asset and the Company’s maintenance policy
including periodic upgrades. Changes in useful lives are made on a prospective basis unless factors indicate the carrying amounts of
the assets may not be recoverable and an impairment is necessary.
The Company performs an impairment review of its long-lived assets once events or changes in circumstances indicate, in
management’s judgment, that the carrying value of such assets may not be recoverable. When such a determination has been made,
management compares the carrying value of the assets with their estimated future undiscounted cash flows. If it is determined that an
impairment loss has occurred, the loss is recognized during that period. The impairment loss is calculated as the difference between
asset carrying values and the fair value of the long-lived assets.
Warranties
All watches sold by the Company come with limited warranties covering the movement against defects in material and workmanship
for periods ranging from two to three years from the date of purchase, with the exception of Tommy Hilfiger watches, for which the
warranty period is ten years. In addition, the warranty period is five years for the gold plating on certain Movado watch cases and
bracelets. The Company records an estimate for future warranty costs based on historical repair costs. Warranty costs have historically
been within the Company’s expectations and the provisions established. If such costs were to substantially exceed estimates, they
could have an adverse effect on the Company’s operating results.
Stock-Based Compensation
Under the accounting guidance for share-based payments, the Company utilizes the Black-Scholes option-pricing model to calculate
the fair value of each employee stock option at its grant date which requires that certain assumptions be made. The expected life of
stock option grants is determined using historical data and represents the time period during which the stock option is expected to be
outstanding until it is exercised. The risk free interest rate is the yield on the grant date of U.S. Treasury constant maturities with a
maturity date closest to the expected life of the stock option. The expected stock price volatility is derived from historical volatility
and calculated based on the estimated term structure of the stock option grant. The expected dividend yield is calculated using a
historical average of annualized dividend yields.
Compensation expense for equity instruments is accrued based on the estimated number of instruments for which the requisite service
is expected to be rendered. This estimate is reflected in the period of change. Expense related to stock option compensation is
recognized on a straight-line basis over the vesting term.
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under which deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax laws and tax rates
in each jurisdiction where the Company operates, and applied to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and liabilities due to a change in tax rates is recognized in income
26
in the period that includes the enactment date. In addition, the amounts of any future tax benefits are reduced by a valuation allowance
to the extent such benefits are not expected to be realized on a more-likely-than-not basis. The Company calculates estimated income
taxes in each of the jurisdictions in which it operates. This process involves estimating actual current tax expense along with assessing
temporary differences resulting from differing treatment of items for both book and tax purposes. See Note 7 to the Company’s
Consolidated Financial Statements for further information regarding income taxes.
The Company follows guidance for accounting for uncertainty in income taxes. This guidance clarifies the accounting for uncertainty
in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement standard
for the financial statement recognition and measurement of an income tax position taken or expected to be taken in a tax return. This
guidance also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures and
transitions
RESULTS OF OPERATIONS
The following is a discussion of the results of operations for fiscal 2015 compared to fiscal 2014 and fiscal 2014 compared to fiscal
2013 along with a discussion of the changes in financial condition during fiscal 2015.
The following are net sales by business segment and geographic location (in thousands):
Wholesale:
United States
International
Retail
Net sales
The following are net sales by category as follows (in thousands):
Wholesale:
Luxury brand category
Licensed brands category
After-sales service and all other
Total Wholesale
Retail
Consolidated Total
Fiscal Year Ended January 31,
2014
2013
2015
255,705 $
266,555
64,720
586,980 $
243,830 $
267,160
59,265
570,255 $
207,362
241,927
56,189
505,478
Fiscal Year Ended January 31,
2014
2013
2015
212,684 $
294,316
15,260
522,260
64,720
586,980 $
220,267 $
276,356
14,367
510,990
59,265
570,255 $
207,271
226,230
15,788
449,289
56,189
505,478
$
$
$
$
The following table presents the Company’s results of operations expressed as a percentage of net sales for the fiscal years indicated:
Fiscal Year Ended January 31,
2014
% of net sales
2015
% of net sales
100%
52.8%
40.6%
12.2%
0.0%
0.1%
0.1%
3.3%
0.1%
8.8%
2013
% of net sales
100.0%
55.0%
45.2%
9.8%
0.0%
0.1%
0.1%
(1.7)%
0.2%
11.3%
100.0 %
53.5 %
41.7 %
11.8 %
0.2 %
0.1 %
0.1 %
3.0 %
0.1 %
8.9 %
Net sales
Gross margin
Selling, general and administrative expenses
Operating income
Other income
Interest expense
Interest income
Provision /(benefit) for income taxes
Noncontrolling interests
Net income attributed to Movado Group, Inc.
27
Fiscal 2015 Compared to Fiscal 2014
Net Sales
Net sales in fiscal 2015 were $587.0 million, $16.7 million or 2.9% above the prior year. Net sales in fiscal 2014 included an
additional pre-tax charge of $7.8 million to sales, for anticipated returns in fiscal 2015 resulting from the Company’s decision to
reduce the presence of ESQ Movado while expanding the Movado brand offering in certain retail doors. For fiscal 2015, fluctuations
in foreign currency exchange rates unfavorably impacted net sales by $2.2 million when compared to the prior year.
United States Wholesale Net Sales
Net sales in fiscal 2015 in the United States location of the wholesale segment were $255.7 million, above the prior year period by
$11.9 million or 4.9%, primarily driven by sales increases in the licensed brand and luxury brand categories. Net sales in the licensed
brands category were above the prior year’s net sales by $5.9 million, or 7.1%. The increase in sales in the licensed brands category
was primarily due to higher sales of certain licensed brands, as a result of strong sell-through and expansion in the Company’s
distribution channels. Net sales in the luxury category were above the prior year by $4.6 million, or 3.0%. The increase in sales in the
luxury category was primarily due to higher sales in both Movado and ESQ Movado brand sales. The sales increase in the Movado
brand was primarily due to strong sell-through in the Company’s Movado brand distribution channels, which included higher sales of
the Movado BOLD and Museum watch collections and the introduction of new products in the current year, all of which were
supported by the Company’s continued focus and investment in marketing and advertising. The year on year fluctuation in sales in the
ESQ Movado brand was primarily due to the $7.8 million sales charge in the prior year, for anticipated returns resulting from the
Company’s strategic decision to reduce the presence of ESQ Movado watches while expanding the Movado brand offering in certain
retail doors. The Company believes it did not fully realize all of the anticipated benefits of this strategy which was intended to drive
incremental sales of its more productive Movado brand watch families by utilizing the increased case space at the point of sale that
otherwise would have been occupied by relatively less productive ESQ Movado SKUs. Although Movado brand sales at retail
increased while, at the same time, sales of ESQ Movado watches at retail declined, Movado brand sales at wholesale increased less
than expected due to retailers tightly managing their inventory. It is expected that this trend will continue into next year. Sales
increases in the luxury brand category were partially offset by net sales decreases in Ebel and Concord brand watches of $3.2 million
when compared to the prior year, primarily due to higher sell-in to retailers of newer product and lower promotional sales in the prior
year. Also contributing to the increase in sales was a sales increase of $1.4 million in 2015 from after-sales service and all other
category, primarily due to sales from special events in the current year.
International Wholesale Net Sales
Net sales in fiscal 2015 in the International location of the wholesale segment were $266.6 million, below the prior year by $0.6
million or 0.2%, driven by a sales decrease in the luxury brand category, partially offset by a sales increase in the licensed brand
category. The net sales decrease in the luxury category of $12.2 million was primarily due to lower sales of Movado and the other
luxury brand watches. The decrease in Movado watch sales was primarily due to weaker than expected performance in certain
markets, including Asia. The decrease in sales of all other luxury brands was primarily the result of higher sell-in to retailers of newer
product in the prior year. These sales decreases were mostly offset by a sales increase in the licensed brand category of $12.1 million,
or 6.2% compared to the prior year, primarily due to higher sales of certain licensed brands as a result of strong sell-through, as well
as geographic expansion in the Company’s distribution channels. In fiscal 2015, fluctuations in foreign currency exchange rates
unfavorably impacted net sales by $2.2 million when compared to the prior year.
Retail Net Sales
Net sales in fiscal 2015 in the retail segment were $64.7 million, representing a 9.2% increase from the prior year sales of $59.3
million. The increase in sales was primarily attributable to the opening of new stores. Comparable outlet store sales increased 2.5%
from the prior year sales. As of January 31, 2015 and 2014, the Company operated 38 and 35 outlet stores, respectively.
The Company considers comparable store sales to be sales of stores that were open as of February 1st of the prior fiscal year through
January 31st of the current fiscal year. The Company had 33 comparable outlet stores for the year ended January 31, 2015. The sales
from stores that have been relocated, renovated or refurbished are included in the calculation of comparable store sales. The method of
calculating comparable store sales varies across the retail industry. As a result, the Company’s method for the calculation of
comparable store sales may not be the same as measures used or reported by other companies.
28
Gross Profit
Gross profit for fiscal 2015 was $310.0 million or 52.8% of net sales as compared to $305.3 million or 53.5% of net sales in the prior
year. The increase in gross profit of $4.7 million was primarily due to higher net sales for the current year partially offset by a lower
gross margin percentage. The gross margin percentage for fiscal 2015 decreased by approximately 70 basis points. The decrease
reflects the unfavorable impact of fluctuations in foreign currency exchange rates of approximately 60 basis points, an unfavorable
shift in channel and product mix of approximately 40 basis points, and a duty refund received in the prior year relating to payments
made by the Company in calendar years 2008 through 2011 for drawback claims filed with U.S. Customs & Border Protection of
approximately 40 basis points. These decreases were partially offset by the positive impact of approximately 60 basis points due to the
Company’s decision to reduce the presence of ESQ Movado while expanding the Movado brand offering in certain retail doors and
the positive impact of approximately 10 basis points resulting from leverage gained on certain fixed costs due to the increase in sales
volume year-over-year.
Selling, General and Administrative
SG&A expenses for fiscal 2015 were $238.5 million, representing an increase from the prior year of $1.0 million or 0.4%. The
increase in SG&A expenses was attributable to higher compensation and benefit expense of $7.9 million primarily in support of the
Company’s brand building and growth initiatives. Also contributing to the increase in SG&A expenses was the unfavorable effect of
fluctuations in foreign currency exchange rates of $1.8 million, which was the result of losses on Euro receivables in entities whose
functional currency is not the Euro. Also contributing to the increase in SG&A expenses were higher other selling expenses of $2.1
million, higher trade show expenses of $1.0 million (primarily related to the Baselworld Watch and Jewelry Show), higher rent related
expenses of $0.7 million (primarily related to the opening of new stores and warehousing expansion), higher bad debt expense of $0.6
million and higher depreciation and amortization expense of $0.3 million. The increases in SG&A expenses were partially offset by a
decrease in performance-based compensation of $9.0 million, resulting from the Company not meeting certain financial targets, lower
marketing expense of $2.4 million, which included a $0.8 million pre-tax charge in the prior year related to the write down of unused
displays and point of sale materials, as a result of the Company’s strategic decision to reduce the presence of ESQ Movado watches
while expanding the Movado brand offering in certain retail doors, and a decrease of $2.0 million of charitable contributions, related
to the prior year contribution of $2.0 million to the Movado Group Foundation.
Wholesale Operating Income
Operating income of $58.2 million and $55.2 million, which included $19.3 million and $26.5 million of unallocated corporate
expenses, was recorded in the Wholesale segment for fiscal 2015 and 2014, respectively. The $3.0 million increase in operating
income was the net result of an increase in gross profit of $2.1 million and a decrease in SG&A expenses of $0.9 million. The increase
in gross profit of $2.1 million was primarily due to higher net sales and partially offset by a lower gross margin percentage. Gross
profit in the prior year was negatively impacted by a $7.5 million pre-tax charge related to the anticipated ESQ Movado watch brand
returns and the write down of ESQ Movado excess inventory. The decrease in SG&A expense included a decrease in performance-
based compensation of $9.0 million, resulting from the Company not meeting certain financial targets. Also contributing to the
decrease was lower marketing expense of $2.4 million (which included a $0.8 million pre-tax charge in the prior year related to the
write down of unused displays and point of sale materials, as a result of the Company’s strategic decision to reduce the presence of
ESQ Movado watches while expanding the Movado brand offering in certain retail doors), and a decrease of $2.0 million of charitable
contributions related to the prior year contribution of $2.0 million to the Movado Group Foundation. These decreases in SG&A
expenses were partially offset by higher compensation and benefit expense of $7.0 million primarily in support of the Company’s
brand building and growth initiatives and the unfavorable effect of fluctuations in foreign currency exchange rates of $1.8 million,
which was the result of losses on Euro receivables in entities whose functional currency is not the Euro. Also contributing to the
partial offset were higher other selling expenses of $2.0 million, higher trade show expenses of $1.0 million, primarily related to the
Baselworld Watch and Jewelry Show, higher bad debt expense of $0.6 million, higher depreciation and amortization expense of $0.2
million, and higher rent related expenses of $0.2 million, primarily related to warehousing expansion.
U.S. Wholesale Operating Income / Loss
Operating income of $5.5 million and an operating loss of $1.5 million, which included $19.3 million and $26.5 million of unallocated
corporate expenses, was recorded in the United States location of the Wholesale segment for fiscal 2015 and 2014, respectively. The
increase in income of $7.0 million was due to lower SG&A expenses of $4.2 million and higher gross profit of $2.8 million, which
was primarily attributable to higher sales and partially offset by a lower gross margin percentage. The decrease in SG&A expense
included lower compensation and benefit expense of $2.5 million (resulting from a decrease in performance-based compensation,
partially offset by higher headcount, salaries and stock award expenses) and a decrease of $2.0 million of charitable contributions.
These decreases were partially offset by higher marketing expense of $0.7 million, which included a $0.8 million pre-tax charge in the
prior year related to the write down of unused displays and point of sale materials, as a result of the Company’s strategic decision to
reduce the presence of ESQ Movado watches while expanding the Movado brand offering in certain retail doors. The increase in gross
profit of $2.8 million was primarily due to higher sales and the non-recurrence of a $7.5 million pre-tax charge that affected the prior
year related to the anticipated ESQ Movado watch brand returns and the write down of ESQ Movado excess inventory.
29
International Wholesale Operating Income
Operating income of $52.7 million and $56.7 million was recorded in the international location of the Wholesale segment for fiscal
2015 and 2014, respectively, which included $47.1 million and $44.2 million, respectively, of certain profits related to the Company’s
supply chain operations. The decrease in operating income of $4.0 million was due to higher SG&A expenses of $3.4 million and
lower gross profit of $0.6 million, which was primarily attributable to lower sales. The increase in SG&A expenses of $3.4 million
included higher other selling expenses of $2.0 million, the unfavorable effect of fluctuations in foreign currency exchange rates of
$1.8 million, higher trade show expenses of $1.0 million, primarily related to the Baselworld Watch and Jewelry Show, higher bad
debt expense of $0.7 million and higher compensation and benefit expenses of $0.5 million resulting primarily from a higher
headcount and salaries, partially offset by a lower expense for performance-based compensation. These increased SG&A expenses
were partially offset by higher marketing expenses of $3.1 million.
Retail Operating Income
Operating income of $13.3 million and $12.5 million was recorded in the retail segment for fiscal 2015 and 2014, respectively. The
$0.8 million increase in operating income was the result of an increase in gross profit of $2.6 million, partially offset by an increase in
SG&A expenses of $1.8 million. The increase in gross profit of $2.6 million was primarily attributable to higher sales and partially
offset by a lower gross margin percentage. The increase in SG&A expenses of $1.8 million was primarily due to higher compensation,
benefit expenses and occupancy expenses related to the opening of new stores in the current year.
Other Income
Other income for fiscal 2014 consisted of a $1.5 million pre-tax gain on the sale of a building. The Company received cash proceeds
from the sale of $2.2 million in the first quarter of fiscal year 2014. Prior to the sale, the building had been classified as an asset held
for sale in other current assets.
Interest Expense
Interest expense was $0.5 million and $0.4 million for fiscal 2015 and 2014, respectively, which primarily consisted of the
amortization of deferred financing costs.
For information on the Company’s borrowings for fiscal 2015 and fiscal 2014, see Note 4 to the Consolidated Financial Statements.
Interest Income
Interest income was $0.2 million and $0.1 million for fiscal 2015 and 2014.
Income Taxes
The Company recorded a tax expense of $19.3 million and of $17.4 million for fiscal 2015 and 2014, respectively. The effective tax
rate for fiscal 2015 was 27.1%, primarily as a result of foreign profits being taxed in lower taxing jurisdictions and the recognition of a
tax benefit related to intercompany transactions in certain jurisdictions. The effective tax rate for fiscal 2014 was 25.2%, primarily as a
result of foreign profits being taxed in lower taxing jurisdictions and the release of liabilities for uncertain tax positions as a result of
favorable U.S. and foreign audit settlements, which were partially offset by no tax being realized on certain foreign net operating
losses. See Note 7 to the Company’s Consolidated Financial Statements for further information regarding income taxes.
Net Income Attributed to Movado Group, Inc.
For fiscal 2015 and 2014, the Company recorded net income attributed to Movado Group, Inc. of $51.8 million and $50.9 million,
respectively.
30
Fiscal 2014 Compared to Fiscal 2013
Net Sales
Net sales in fiscal 2014 were $570.3 million, $64.8 million or 12.8% above the prior year. Net sales in fiscal 2014 included an
additional pre-tax charge of $7.8 million to sales, for anticipated returns in fiscal 2015 resulting from the Company’s decision to
reduce the presence of ESQ Movado while expanding the Movado brand offering in certain retail doors. Net sales in fiscal 2013
included a sales allowance of $4.9 million related to the repositioning of the Coach watch brand from a watch line, which was priced
for sale in a department store’s fine watch department to one suitable for sale in the fashion watch department. For fiscal 2014,
fluctuations in foreign currency exchange rates favorably impacted net sales by $3.0 million when compared to the prior year.
United States Wholesale Net Sales
Net sales in fiscal 2014 in the United States location of the wholesale segment were $243.8 million, above the prior year period by
$36.5 million or 17.6%, primarily driven by sales increases in the licensed brand and luxury brand categories. Net sales in the luxury
category were above the prior year by $16.8 million, or 12.3%. Net sales in the licensed brand category were above the prior year by
$19.6 million, or 31.2%, primarily due to higher sales of Coach watches as a result of the repositioning of the Coach watch brand into
the fashion watch category. Also contributing to the increase were sales of the Company’s newly introduced Scuderia Ferrari watch
line and the strong sell-through of certain other licensed brands. The increase in sales in the luxury category was primarily due to
strong sell-through in the Company’s Movado brand distribution channels, which included higher sales of the Movado BOLD and
Museum watch collections and the introduction of Movado TC and SE Pilot watch collections in the current year, all of which were
supported by the Company’s continued focus and investment in marketing and advertising. The increase in sales in the luxury
category was partially offset by sales decreases of the ESQ Movado brand primarily due to the $7.8 million sales reserve in the current
year, for anticipated returns resulting from the Company’s decision to reduce the presence of ESQ Movado while expanding the
Movado brand offering in certain retail doors. Net sales increases were also recorded in the luxury category of $1.9 million when
compared to the prior year period, primarily due to higher promotional sales.
International Wholesale Net Sales
Net sales in fiscal 2014 in the International location of the wholesale segment were $267.2 million, above the prior year by $25.2
million or 10.4%, primarily driven by a sales increase in the licensed brand category. Net sales in the licensed brand category were
above the prior year period by $30.5 million, or 18.7%, primarily due to the introduction of the Scuderia Ferrari watch line. Also
contributing to the increase were higher sales of Coach watches as a result of the repositioning of the Coach watch brand into the
fashion watch category, as well as geographic expansion. Net sales in the luxury category were below the prior year period by $3.8
million, or 5.3%, primarily due to the sell-in of the newly launched Ebel Onde and X1 in the prior year. In fiscal 2014, fluctuations in
foreign currency exchange rates favorably impacted net sales by $3.0 million when compared to the prior year.
Retail Net Sales
Net sales in fiscal 2014 in the retail segment were $59.3 million, representing a 5.5% increase from the prior year sales of $56.2
million. The increase in sales was primarily attributable to the opening of new stores. Comparable outlet store sales increased 1.5%
from the prior year sales. As of January 31, 2014, the Company operated 35 outlet stores, compared to 34 outlet stores at the end of
the prior year.
The Company considers comparable store sales to be sales of stores that were open as of February 1st of the prior fiscal year through
January 31st of the current fiscal year. The Company had 32 comparable outlet stores for the year ended January 31, 2014. The sales
from stores that have been relocated, renovated or refurbished are included in the calculation of comparable store sales. The method of
calculating comparable store sales varies across the retail industry. As a result, the Company’s method for the calculation of
comparable store sales may not be the same as measures used or reported by other companies.
31
Gross Profit
Gross profit for fiscal 2014 was $305.3 million or 53.5% of net sales as compared to $277.9 million or 55.0% of net sales in the prior
year. The increase in gross profit of $27.4 million was primarily due to higher net sales for the current year partially offset by a lower
gross margin percentage. The gross margin percentage for fiscal 2014 decreased by approximately 220 basis points due to a shift in
channel and product mix, approximately 60 basis points due to the Company’s decision to reduce the presence of ESQ Movado while
expanding the Movado brand offering in certain retail doors and by approximately 10 basis points due to the unfavorable impact of
fluctuations in foreign currency exchange rates. These decreases in the gross margin percentage were partially offset by the positive
impact of approximately 60 basis points resulting from leverage gained on certain fixed costs due to the increase in sales volume year-
over-year, approximately 40 basis points related to a charge for a sales allowance resulting from the repositioning of the Coach watch
brand in the prior year, and approximately 40 basis points resulting from a duty refund received relating to payments made by the
Company in calendar years 2008 through 2011 for drawback claims filed with U.S. Customs & Border Protection.
Selling, General and Administrative
SG&A expenses for fiscal 2014 were $237.5 million, representing an increase from the prior year of $9.0 million or 3.9%. The
increase in SG&A expense included higher marketing expenses of $6.2 million, which included a $0.8 million pre-tax charge related
to the write down of unused displays and point of sale materials, as a result of the Company’s decision to reduce the presence of ESQ
Movado while expanding the Movado brand offering in certain retail doors. Also contributing to the increase in SG&A expenses were
higher trade show expenses of $2.5 million, primarily related to the Baselworld Watch and Jewelry Show, a recovery of bad debt of
$1.2 million in fiscal 2013 that did not recur and higher office related expenses of $0.7 million. These increases in SG&A expenses
were partially offset by lower compensation and benefit expense of $1.1 million resulting primarily from a lower accrual for
performance-based compensation that was partially offset by higher headcount and salaries and was also partially offset by a decrease
of $1.0 million of charitable contributions made to the Movado Group Foundation.
Wholesale Operating Income
Operating income of $55.2 million and $38.0 million, which included $26.5 million and $27.2 million of unallocated corporate
expenses, was recorded in the Wholesale segment for fiscal 2014 and 2013, respectively. The $17.2 million increase in operating
income was the net result of an increase in gross profit of $25.6 million, partially offset by an increase in SG&A expenses of $8.0
million. The increase in gross profit of $25.6 million was primarily due to higher net sales. Gross profit was impacted by a $7.5
million pre-tax charge related to the anticipated ESQ Movado watch brand returns and the write down of ESQ Movado excess
inventory. The increase in SG&A expense included higher marketing expenses of $6.3 million, which included a $0.8 million pre-tax
charge related to the write down of unused displays and point of sale materials, as a result of the Company’s decision to reduce the
presence of ESQ Movado while expanding the Movado brand offering in certain retail doors. Also contributed to the increase in
SG&A expenses were higher trade show expenses of $2.5 million, primarily related to the Baselworld Watch and Jewelry Show, a
recovery of bad debt of $1.2 million in fiscal 2013 that did not recur and higher office related expenses of $0.7 million. These
increases in SG&A expenses were partially offset by lower compensation and benefit expense of $1.4 million resulting primarily from
a lower accrual for performance-based compensation, the lower performance-based compensation accrual was partially offset by
higher headcount and salaries, also partially offsetting the increases in SG&A was a decrease of $1.0 million of charitable
contributions made to the Movado Group Foundation.
U.S. Wholesale Operating Loss
Operating loss of $1.5 million and $9.2 million, which included $26.5 million and $27.2 million of unallocated corporate expenses,
was recorded in the United States location of the Wholesale segment for fiscal 2014 and 2013, respectively. The decrease in loss of
$7.7 million was due to higher gross profit of $12.4 million, which was primarily attributable to higher sales. Gross profit was
impacted by a $7.5 million pre-tax charge related to the anticipated ESQ Movado watch brand returns and the write down of ESQ
Movado excess inventory. The higher gross profit was partially offset by higher SG&A expenses of $4.7 million, which was primarily
attributable to higher marketing expense of $3.8 million resulting from the Company’s decision to continue investment in this area to
drive sales growth, and which included a $0.8 million pre-tax charge related to the write down of unused displays and point of sale
materials as a result of the Company’s decision to reduce the presence of ESQ Movado while expanding the Movado brand offering in
certain retail doors. Also contributing to the increase in SG&A expenses was a recovery of bad debt of $0.9 million in the prior year
period due to settlements with certain customers that did not recur. Additionally, the increase in SG&A expenses included higher
compensation and benefit expense of $1.5 million recorded during the current year resulting from higher headcount and salary
increases, partially offset by a lower accrual for performance-based compensation. Higher office related expenses of $0.5 million also
contributed to the increase in SG&A expenses. These increases were partially offset by a decrease of $1.0 million in charitable
contributions made to the Movado Group Foundation and a smaller foreign currency loss of $0.5 million related to the settlement of
certain foreign denominated assets.
32
International Wholesale Operating Income
Operating income of $56.7 million and $47.2 million was recorded in the international location of the Wholesale segment for fiscal
2014 and 2013, respectively, which included $44.2 million and $40.2 million, respectively, of certain profits related to the Company’s
supply chain operations. The increase in income of $9.5 million was due to higher gross profit of $13.2 million, which was primarily
attributable to higher sales. The higher gross profit was partially offset by higher SG&A expenses of $3.6 million, which included
higher marketing expenses of $2.5 million and higher trade show expenses of $2.5 million, primarily related to the Baselworld Watch
and Jewelry Show and the effect of fluctuations in foreign currency exchange rates, which unfavorably impacted SG&A expenses for
fiscal 2014 by $0.9 million. These increased SG&A expenses were partially offset by lower compensation and benefit expenses of
$2.9 million resulting primarily from a lower accrual for performance-based compensation and lower expenses related to separation
agreements.
Retail Operating Income
Operating income of $12.5 million and $11.3 million was recorded in the retail segment for fiscal 2014 and 2013, respectively. The
$1.2 million increase in operating income was the result of an increase in gross profit of $1.8 million, partially offset by an increase in
SG&A expenses of $0.6 million. The increase in gross profit of $1.8 million was primarily attributable to higher sales. The increase in
SG&A expenses of $0.6 million was primarily due to higher compensation, benefit expenses and occupancy expenses related to the
opening of new stores in the current year.
Other Income
Other income for fiscal 2014 consisted of a $1.5 million pre-tax gain on the sale of a building. The Company received cash proceeds
from the sale of $2.2 million in the first quarter of fiscal year 2014. Prior to the sale, the building had been classified as an asset held
for sale in other current assets.
Interest Expense
Interest expense was $0.4 million for both fiscal 2014 and 2013, which primarily consisted of the amortization of deferred financing
costs. For borrowings data for the fiscal years ended January 31, 2014 and 2013, see Note 4 to the Consolidated Financial Statements.
Interest Income
Interest income was $0.1 million for both fiscal 2014 and 2013.
Income Taxes
The Company recorded a tax expense of $17.4 million and a tax benefit of $8.8 million for fiscal 2014 and 2013, respectively. Fiscal
2013 included a tax benefit of $19.8 million attributable to the reversal of a majority of the valuation allowance on the U.S. net
deferred tax assets. The effective tax rate for fiscal 2014 was 25.2%. The effective tax rate for fiscal 2014 was primarily the result of
foreign profits being taxed in lower taxing jurisdictions and the release of liabilities for uncertain tax positions as a result of favorable
U.S. and foreign audit settlements partially offset by no tax benefit being realized on certain foreign net operating losses. The
effective tax rate for fiscal 2013 was -18.0%. The effective tax rate for fiscal 2013 was primarily the result of the release of the
majority of a valuation allowance against net deferred tax assets in the United States, and the net tax benefit related to foreign business
restructurings in Japan and the UK. See Note 7 to the Company’s Consolidated Financial Statements for further information regarding
income taxes.
Net Income Attributed to Movado Group, Inc.
For fiscal 2014 and 2013, the Company recorded net income attributed to Movado Group, Inc. of $50.9 million and $57.1 million,
respectively.
LIQUIDITY AND CAPITAL RESOURCES
At January 31, 2015 and January 31, 2014, the Company had $199.9 million and $157.7 million of cash and cash equivalents, $192.4
million and $120.7 million of which consisted of cash and cash equivalents at the Company’s foreign subsidiaries, respectively. At
January 31, 2014, one of the Company’s foreign subsidiaries also had invested $33.1 million in a six-month time deposit which
matured on July 24, 2014, labeled as Short-term Investments on the Consolidated Balance Sheet. The majority of the foreign cash
balances are associated with earnings that the Company has asserted are permanently reinvested, and which are required to support
continued growth outside the U.S. through funding of capital expenditures, operating expenses and similar cash needs of the foreign
33
operations. The Company has recorded a federal income tax liability of $2.7 million related to $12.8 million of pre-2013 foreign
earnings which have been earmarked for future repatriation. A deferred tax liability has not been recorded for the remaining
undistributed foreign earnings of approximately $244 million, because the Company intends to permanently reinvest such earnings in
its foreign operations. It is not practicable to estimate the amount of tax that may be payable on the eventual distribution of these
earnings.
At January 31, 2015, the Company had working capital of $419.2 million as compared to $401.7 million in the prior year. The
Company defines working capital as the difference between current assets and current liabilities.
Cash provided by operating activities was $59.6 million and $54.5 million for fiscal 2015 and 2014, respectively. The $59.6 million of
cash provided by operating activities for fiscal 2015 was primarily due to income of $51.9 million and favorable non-cash items of
$28.1 million, partially offset by the change in working capital of $20.2 million. The change in working capital of $20.2 million was
primarily due to the payout of the Company’s prior year performance-based compensation and the timing of payments of other
liabilities. Also contributing to the change in working capital was higher accounts receivables primarily due to prior year allowances
for returns related to the Company’s strategic decision to reduce the presence of ESQ Movado watches in certain chain and
department store retail doors while expanding Movado brand offerings in those same retail doors, partially offset by lower inventory
related to the Company’s efforts to manage inventory levels. The $54.5 million of cash provided by operating activities for fiscal 2014
was primarily due to net income of $51.5 million and favorable non-cash items of $24.7 million, partially offset by the change in
working capital of $18.9 million. The change in working capital of $18.9 million was primarily due to an increase in inventory
primarily to support higher sales and new brand introduction and an increase in accounts receivable primarily due to increased sales.
Also contributing to the change in working capital was the pay down of certain liabilities and the increase in certain other current
assets primarily related to display inventory, partially offset by an increase in accounts payable related to the build of inventory and an
increase in income taxes payable.
Cash provided by investing activities amounted to $21.6 million and cash used in investing activities of $47.9 million for fiscal 2015
and 2014, respectively. The cash provided by investing for fiscal 2015 consisted of proceeds from the maturity of time-deposits of
$33.7 million, proceeds from available-for-sale securities of $0.3 million, partially offset by capital expenditures of $11.1 million,
primarily related to the construction of shop-in shops at some of the Company’s wholesale customers, expenditures on hardware and
software, spending on new store openings, construction of Baselworld Watch and Jewelry Show booths, spending on tooling and
design and cash used on a long-term investment of $1.2 million. The cash used in fiscal 2014 consisted of short-term investments of
$33.1 million related to the six-month time deposit described above, capital expenditures of $16.7 million, primarily related to the
construction of Baselworld Watch and Jewelry Show booths, office improvements, retail store renovations and construction of shop-
in-shops at some of the Company’s wholesale customers. These current period expenditures were partially offset by proceeds of $2.2
million received from the sale of a building held for sale.
The Company expects that annual capital expenditures in fiscal 2016 will be approximately $15.0 million as compared to
approximately $11.1 million in fiscal 2015. The capital spending will be primarily for projects in the ordinary course of business
including facilities’ and Baselworld Watch and Jewelry Show improvements, shop-in-shops, computer hardware and software and
tooling costs. The Company has the ability to manage a portion of its capital expenditures on discretionary projects.
Cash used in financing activities amounted to $36.2 million and $16.5 million for fiscal 2015 and 2014, respectively. Cash used in
financing activities for both fiscal 2015 and 2014, was primarily due to the repurchase of the Company’s common stock and to pay
dividends, partially offset by the result of stock option exercises for the year. In fiscal 2015, cash used in financing activities also
included payment of debt issuance costs and distribution of noncontrolling interest earnings. Management believes that the cash on
hand in addition to the expected cash flow from operations and the Company’s short-term borrowing capacity will be sufficient to
meet its working capital needs for at least the next twelve months.
On January 30, 2015, the Company, together with Movado Group Delaware Holdings Corporation, Movado Retail Group, Inc. and
Movado LLC (together with the Company, the “Borrowers”), each a wholly-owned domestic subsidiary of the Company, entered into
a Credit Agreement (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 provides for a $100.0 million senior secured revolving credit facility (the
“Facility”) including a $15.0 million letter of credit sub-facility that matures on January 30, 2020, with provisions for uncommitted
increases of up to $50.0 million in the aggregate subject to customary terms and conditions. In connection with the Credit Agreement,
the Borrowers also entered into a Security and Pledge Agreement dated as of January 30, 2015 in favor of the Agent (“Security
Agreement”).
As of January 30, 2015, no loans were drawn under the Facility; however approximately $3.9 million in letters of credit which were
outstanding under the Borrower’s existing asset-based revolving credit facility, which was concurrently terminated as described below,
were deemed to be issued and outstanding under the Facility. As of January 30, 2015, availability under the Facility was
approximately $96.1 million.
34
Borrowings under the Facility bear interest at rates selected periodically by the Company at LIBOR plus 1.25% per annum (subject to
increases up to a maximum of 1.75% per annum based on the Company’s consolidated leverage ratio) or a base rate plus 0.25%
(subject to increase up to a maximum of 0.75% per annum based on the Company’s consolidated leverage ratio). The Company has
also agreed to pay certain fees and expenses and provide certain indemnities, all of which are customary for such financings.
The borrowings under the Facility are joint and several obligations of the Borrowers and are also cross-guaranteed by each
Borrower. In addition, pursuant to the Security Agreement, the Borrowers’ obligations under the Facility are secured by first priority
liens, subject to permitted liens, on substantially all of the Borrowers’ assets other than certain excluded assets. The Security
Agreement contains representations and warranties and covenants, which are customary for pledge and security agreements of this
type, relating to the creation and perfection of security interests in favor of the Agent over various categories of the Company’s assets.
The Credit Agreement contains affirmative and negative covenants binding on the Borrowers and their subsidiaries that are customary
for credit facilities of this type, including, but not limited to, restrictions and limitations on the incurrence of debt and liens,
dispositions of assets, capital expenditures, dividends and other payments in respect of equity interests, the making of loans and equity
investments, mergers, consolidations, liquidations and dissolutions, and transactions with affiliates (in each case, subject to various
exceptions).
The Borrowers are also subject to a minimum consolidated EBITDA test of $50.0 million, measured at the end of the four most recent
quarters and a consolidated leverage ratio covenant not to exceed 2.50 to 1.00, measured as of the last day of each fiscal quarter.
The Credit Agreement contains events of default that are customary for facilities of this type, including, but not limited to,
nonpayment of principal, interest, fees and other amounts when due, failure of any representation or warranty to be true in any
material respect when made or deemed made, violation of covenants, cross default with material indebtedness, material judgments,
material ERISA liability, bankruptcy events, asserted or actual revocation or invalidity of the loan documents, and change of control.
A Swiss subsidiary of the Company maintains unsecured lines of credit with an unspecified length of time with a Swiss bank. As of
January 31, 2015 and 2014, these lines of credit totaled 5.0 million Swiss francs with a dollar equivalent of $5.4 million and $5.5
million, respectively. As of January 31, 2015 and 2014, there were no borrowings against these lines.
As of January 31, 2015, two European banks have guaranteed obligations to third parties on behalf of two of the Company’s foreign
subsidiaries in the amount equivalent to $1.3 million in various foreign currencies.
The Company paid cash dividends of $0.40 per share or approximately $10.1 million for fiscal 2015. The Company paid cash
dividends of $0.26 per share or approximately $6.6 million for fiscal 2014. The Company paid cash dividends of $1.45 per share or
approximately $36.7 million for fiscal 2013, which included two special cash dividends of $0.50 and $0.75 per share of common stock
and class A common stock.
On March 31, 2015, the Board approved the payment of a cash dividend of $0.11 for each share of the Company’s outstanding
common stock and class A common stock. The dividend will be paid on April 24, 2015 to all shareholders of record as of the close of
business on April 10, 2015. 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.
On November 25, 2014, the Board approved the payment of a cash dividend of $0.10 for each share of the Company’s outstanding
common stock and class A common stock. The dividend was paid on December 19, 2014 to all shareholders of record as of the close
of business on December 5, 2014.
On August 26, 2014, the Board approved the payment of a cash dividend of $0.10 for each share of the Company’s outstanding
common stock and class A common stock. The dividend was paid on September 19, 2014 to all shareholders of record as of the close
of business on September 5, 2014.
On May 22, 2014, the Board approved the payment of a cash dividend of $0.10 for each share of the Company’s outstanding common
stock and class A common stock. The dividend was paid on June 16, 2014 to all shareholders of record as of the close of business on
June 2, 2014.
35
On March 21, 2013, 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, depending on market conditions, share price and other factors. The
Company may purchase shares of its common stock through open market purchases, repurchase programs, block trades or
otherwise. On November 25, 2014, the Board increased the amount of the share repurchase authorization to $100.0 million. This
authorization expires on January 31, 2016. During the twelve months ended January 31, 2015, the Company repurchased a total of
833,973 shares of its common stock at a total cost of approximately $26.4 million, or an average of $31.63 per share.
CONTRACTUAL OBLIGATIONS AND OFF-BALANCE SHEET ARRANGEMENTS
Payments due by period (in thousands):
Contractual Obligations:
Operating Lease Obligations (1)
Purchase Obligations (2)
Other Long-Term Obligations (3)
Total Contractual Obligations
Total
Less than
1 year
2-3
years
4-5
years
More than
5 years
$
$
42,042 $
73,601
187,066
302,709 $
12,157 $
73,601
36,483
122,241 $
17,245 $
—
75,302
92,547 $
7,342 $
—
48,123
55,465 $
5,298
—
27,158
32,456
(1)
Includes store operating leases, which generally provide for payment of direct operating costs in addition to rent. These
obligation amounts include future minimum lease payments and exclude direct operating costs.
(2) The Company had outstanding purchase obligations with suppliers at the end of fiscal 2015 for raw materials, finished watches
and packaging in the normal course of business. These purchase obligation amounts do not represent total anticipated purchases
but represent only amounts to be paid for items required to be purchased under agreements that are enforceable, legally binding
and specify minimum quantity, price and term.
(3) Other long-term obligations primarily consist of two items: minimum commitments related to the Company’s license
agreements and endorsement agreements with brand ambassadors. The Company sources, distributes, advertises and sells
watches pursuant to its exclusive license agreements with unaffiliated licensors. Royalty amounts are generally based on a
stipulated percentage of revenues, although most of these agreements contain provisions for the payment of minimum annual
royalty amounts. The license agreements have various terms and some have additional renewal options, provided that minimum
sales levels are achieved. Additionally, the license agreements require the Company to pay minimum annual advertising
amounts.
Unrecognized tax benefits at January 31, 2015 of $2.7 million and accrued interest and penalties of $0.8 million (both gross of tax
benefit) are not included above. The final outcome of tax uncertainties is dependent upon various matters including tax examinations,
interpretation of the applicable tax laws or expiration of statutes of limitations. The Company believes that its tax positions comply
with applicable tax law and that it has adequately provided for these matters. However, the audits may result in proposed assessments
where the ultimate resolution may result in the Company owing additional taxes. Management anticipates that it is reasonably possible
that the total gross amount of unrecognized tax benefits will decrease by approximately $0.3 million in the next 12 months due to the
potential expiration of the statute of limitations for certain tax return examinations, a portion of which may affect the effective tax rate;
however, management does not currently anticipate a significant effect on net earnings. Future developments may result in a change in
this assessment.
Off-Balance Sheet Arrangements
The Company does not have off-balance sheet financing or unconsolidated special-purpose entities.
Recent Accounting Pronouncements
In August 2014, FASB issued 2014-15, “Presentation of Financial Statements-Going Concern.” This pronouncement provides
guidance on the Company’s responsibility to perform interim and annual assessments of an entity’s ability to continue as a going
concern and to provide related disclosure requirements. This pronouncement applies to all entities and is effective for annual periods
ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. This pronouncement will not have a
material impact on the Company’s consolidated financial statements.
In May 2014, FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” The pronouncement affects any entity that
either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets,
unless those contracts are within the scope of other standards (for example, insurance contracts or lease contracts). The core principle
of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an
amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The
36
pronouncement provides alternative methods of retrospective adoption and is effective for fiscal years, and interim periods within
those years, beginning after December 15, 2016. Early adoption is not permitted. The Company is evaluating the effect of adopting
this pronouncement, but the adoption is not expected to have a material impact on the Company’s consolidated financial statements.
Item 7A. Quantitative and Qualitative Disclosure about Market Risk
Foreign Currency Exchange Rate Risk
The Company’s primary market risk exposure relates to foreign currency exchange risk (see Note 5 to the Consolidated Financial
Statements). A significant portion of the Company’s purchases are denominated in Swiss francs. The Company reduces its exposure to
the Swiss franc exchange rate risk through a hedging program. Under the hedging program, the Company manages most of its foreign
currency exposures on a consolidated basis, which allows it to net certain exposures and take advantage of natural offsets. In the event
these exposures do not offset, the Company uses various derivative financial instruments to further reduce the net exposures to
currency fluctuations, predominately forward and option contracts. When entered into, the Company designates and documents these
derivative instruments as a cash flow hedge of a specific underlying exposure, and sets forth the risk management objectives and
strategies for undertaking the hedge transactions. Changes in the fair value of a derivative that is designated and documented as a cash
flow hedge, and which are highly effective, are recorded in other comprehensive income until the underlying transaction affects
earnings, and then are later reclassified into earnings in the same account as the hedged transaction. The earnings impact is partially
offset by the effects of currency movements on the underlying hedged transactions. If the Company does not engage in a hedging
program, any change in the Swiss franc to local currency would have an equal effect on the Company’s cost of sales.
The Company uses forward exchange contracts to offset its exposure to certain foreign currency receivables and liabilities. These
forward contracts were not designated as qualified hedges and, therefore, changes in the fair value of these derivatives are recognized
into earnings, thereby offsetting the current earnings effect of the related foreign currency receivables and liabilities.
As of January 31, 2015, the Company’s entire net forward contracts hedging portfolio consisted of 38.0 million Swiss francs
equivalent for various expiry dates ranging through July 15, 2015 compared to a portfolio of 48.0 million Swiss francs equivalent for
various expiry dates ranging through July 17, 2014 as of January 31, 2014. If the Company were to settle its Swiss franc forward
contracts at January 31, 2015, the net result would be a gain of $0.8 million, net of tax expense of $0.4 million. The Company had no
Swiss franc option contracts related to cash flow hedges as of January 31, 2015 or January 31, 2014.
The Company’s Board of Directors authorized the hedging of the Company’s Swiss franc denominated investment in its wholly-
owned Swiss subsidiaries using purchase options under certain limitations. These hedges are treated as net investment hedges under
the relevant accounting guidance regarding derivative instruments. As of January 31, 2015 and 2014, the Company did not hold a
purchased option hedge portfolio related to net investment hedging.
Commodity Risk
The Company considers its exposure to fluctuations in commodity prices to be primarily related to gold used in the manufacturing of
the Company’s watches. Under a hedging program, the Company can purchase various commodity derivative instruments, primarily
future contracts. These derivatives are documented as qualified cash flow hedges, and gains and losses on these derivative instruments
are first reflected in other comprehensive income, and later reclassified into earnings, partially offset by the effects of gold market
price changes on the underlying actual gold purchases. The Company did not hold any futures contracts in its gold hedge portfolio
related to cash flow hedges as of January 31, 2015 and 2014, thus any changes in the gold price will have an equal effect on the
Company’s cost of sales.
Debt and Interest Rate Risk
In addition, the Company has certain debt obligations with variable interest rates, which are based on LIBOR plus a fixed additional
interest rate. The Company does not hedge these interest rate risks. As of January 31, 2015, the Company had no outstanding debt. For
additional information concerning potential changes to future interest obligations, see “Management’s Discussion and Analysis of
Financial Condition and Results of Operations – Liquidity and Capital Resources.”
37
Item 8. Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Management’s Annual Report on Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Operations for the fiscal years ended January 31, 2015, 2014 and 2013
Consolidated Statements of Comprehensive Income for the fiscal years ended January 31, 2015, 2014 and 2013
Consolidated Balance Sheets at January 31, 2015 and 2014
Consolidated Statements of Cash Flows for the fiscal years ended January 31, 2015, 2014 and 2013
Consolidated Statements of Changes in Equity for the fiscal years ended January 31, 2015, 2014 and 2013
Notes to Consolidated Financial Statements
Valuation and Qualifying Accounts and Reserves
Schedule
Number
Page
Number
46
47
48
49
50
51
52
53 to 72
II
S-1
38
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, and the
Company’s Chief Executive Officer and Chief Financial Officer have concluded that such disclosure controls and procedures are
effective at that reasonable assurance level. However, it should be noted that a control system, no matter how well conceived or
operated, can only provide reasonable, not absolute, assurance that its objectives will be met and may not prevent all errors or
instances of fraud.
The Company, under the supervision and with the participation of its management, including the Chief Executive Officer and the
Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures, as such terms are defined in
Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on that evaluation, the Chief
Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective at a
reasonable assurance level as of the end of the period covered by this report.
The Company’s Chief Executive Officer and Chief Financial Officer have furnished the Sections 302 and 906 certifications required
by the U.S. Securities and Exchange Commission in this annual report on Form 10-K. In addition, the Company’s Chief Executive
Officer certified to the NYSE in June 2014 that he was not aware of any violation by the Company of the NYSE’s corporate
governance listing standards.
Changes in Internal Control Over Financial Reporting
There has been no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange
Act) during the year ended January 31, 2015, that has materially affected, or is reasonably likely to materially affect, the Company’s
internal control over financial reporting.
See Consolidated Financial Statements and Supplementary Data for Management’s Annual Report on Internal Control Over Financial
Reporting and the Report of Independent Registered Public Accounting Firm.
Item 9B. Other Information
None.
39
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item is included in the Company’s Proxy Statement for the 2015 annual meeting of shareholders
under the captions “Election of Directors” and “Management” and is incorporated herein by reference.
Information on the beneficial ownership reporting for the Company’s directors and executive officers is contained in the Company’s
Proxy Statement for the 2015 annual meeting of shareholders under the caption “Section 16(a) Beneficial Ownership Reporting
Compliance” and is incorporated herein by reference.
Information on the Company’s Audit Committee and Audit Committee Financial Expert is contained in the Company’s Proxy
Statement for the 2015 annual meeting of shareholders under the caption “Information Regarding the Board of Directors and Its
Committees” and is incorporated herein by reference.
The Company has adopted and posted on its website at www.movadogroup.com a Code of Business Conduct and Ethics that applies
to all directors, officers and employees, including the Company’s Chief Executive Officer, Chief Financial Officer and principal
financial and accounting officers. The Company will post any amendments to the Code of Business Conduct and Ethics, and any
waivers that are required to be disclosed by SEC regulations, on the Company’s website.
Item 11. Executive Compensation
The information required by this item is included in the Company’s Proxy Statement for the 2015 annual meeting of shareholders
under the captions “Executive Compensation” and “Compensation of Directors” and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is included in the Company’s Proxy Statement for the 2015 annual meeting of shareholders
under the caption “Security Ownership of Certain Beneficial Owners and Management” and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions and Director Independence
The information required by this item is included in the Company’s Proxy Statement for the 2015 annual meeting of shareholders
under the caption “Certain Relationships and Related Transactions” and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
The information required by this item is included in the Company’s Proxy Statement for the 2015 annual meeting of shareholders
under the caption “Fees Paid to PricewaterhouseCoopers LLP” and is incorporated herein by reference.
40
PART IV
1.
Item 15. Exhibits and Financial Statement Schedules
(a) Documents filed as part of this report
Financial Statements:
See Financial Statements Index on page 38 included in Item 8 of Part II of this annual report.
Financial Statement Schedule:
Schedule II Valuation and Qualifying Accounts and Reserves
2.
All other schedules are omitted because they are not applicable, or not required, or because the required information is
included in the Consolidated Financial Statements or notes thereto.
Exhibits:
3.
Incorporated herein by reference is a list of the Exhibits contained in the Exhibit Index on pages 43 through 45 of this
annual report.
41
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Dated: March 31, 2015
MOVADO GROUP, INC.
(Registrant)
By: /s/ Efraim Grinberg
Efraim Grinberg
Chairman of the Board of Directors
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the date indicated.
Dated: March 31, 2015
Dated: March 31, 2015
Dated: March 31, 2015
Dated: March 31, 2015
Dated: March 31, 2015
Dated: March 31, 2015
Dated: March 31, 2015
Dated: March 31, 2015
Dated: March 31, 2015
Dated: March 31, 2015
/s/ Efraim Grinberg
Efraim Grinberg
Chairman of the Board of Directors
and Chief Executive Officer
/s/ Richard J. Coté
Richard J. Coté
Vice Chairman and
Chief Operating Officer
/s/ Sallie A. DeMarsilis
Sallie A. DeMarsilis
Senior Vice President, Chief Financial Officer
and Principal Accounting Officer
/s/ Alex Grinberg
Alex Grinberg
Senior Vice President Customer/Consumer
Centric Initiatives
/s/ Peter Bridgman
Peter Bridgman
Director
/s/ Margaret Hayes Adame
Margaret Hayes Adame
Director
/s/ Alan H. Howard
Alan H. Howard
Director
/s/ Richard D. Isserman
Richard D. Isserman
Director
/s/ Nathan Leventhal
Nathan Leventhal
Director
/s/ Maurice Reznik
Maurice Reznik
Director
42
EXHIBIT INDEX
Description
Exhibit
Number
3.1
Restated By-Laws of the Registrant. Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form
8-K filed on July 14, 2014.
3.2
4.1
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
Restated Certificate of Incorporation of the Registrant as amended. Incorporated herein by reference to Exhibit 3(i) to the
Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 1999.
Specimen Common Stock Certificate. Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Annual Report on
Form 10-K for the year ended January 31, 1998.
License agreement dated January 1, 1992, between The Hearst Corporation and the Registrant, as amended on January 17,
1992. Incorporated herein by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1 (Registration
No. 33-666000).
Letter Agreement between the Registrant and The Hearst Corporation dated October 24, 1994 executed October 25, 1995
amending License Agreement dated as of January 1, 1992, as amended. Incorporated herein by reference to Exhibit 10.1 to
the Registrant’s Quarterly Report on Form 10-Q for the quarter ended October 31, 1995.
Registrant’s 1996 Stock Incentive Plan amending and restating the 1993 Employee Stock Option Plan. Incorporated herein
by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended October 31, 1996. *
Severance Agreement dated December 15, 1999, and entered into December 16, 1999 between the Registrant and Richard
J. Coté. Incorporated herein by reference to Exhibit 10.35 to the Registrant’s Annual Report on Form 10-K for the year
ended January 31, 2000. *
Lease made December 21, 2000 between the Registrant and Mack-Cali Realty, L.P. for premises in Paramus, New Jersey
together with First Amendment thereto made December 21, 2000. Incorporated herein by reference to Exhibit 10.22 to the
Registrant’s Annual Report on Form 10-K for the year ended January 31, 2000.
Lease Agreement dated May 22, 2000 between Forsgate Industrial Complex and the Registrant for premises located at 105
State Street, Moonachie, New Jersey. Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report
on Form 10-Q for the quarter ended April 30, 2000.
Second Amendment of Lease dated July 26, 2001 between Mack-Cali Realty, L.P., as landlord, and Movado Group, Inc., as
tenant, further amending lease dated as of December 21, 2000. Incorporated herein by reference to Exhibit 10.2 to the
Registrant’s Quarterly Report on Form 10-Q filed for the quarter ended October 31, 2001.
Third Amendment of Lease dated November 6, 2001 between Mack-Cali Realty, L.P., as lessor, and Movado Group, Inc.,
as lessee, for additional space at Mack-Cali II, One Mack Drive, Paramus, New Jersey. Incorporated herein by reference to
Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed for the quarter ended October 31, 2001.
Amendment Number 2 to Registrant’s 1996 Stock Incentive Plan dated March 16, 2001. Incorporated herein by reference to
Exhibit 10.27 to the Registrant’s Annual Report on Form 10-K for the year ended January 31, 2002.*
Amendment Number 3 to Registrant’s 1996 Stock Incentive Plan approved June 19, 2001. Incorporated herein by reference
to Exhibit 10.28 to the Registrant’s Annual Report on Form 10-K for the year ended January 31, 2002.*
Employment Agreement dated August 27, 2004 between the Registrant and Mr. Timothy F. Michno. Incorporated herein by
reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2004. *
Master Credit Agreement dated August 17, 2004 and August 20, 2004 between MGI Luxury Group S.A. and UBS AG.
Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended
July 31, 2004.
Fifth Amendment of Lease dated October 20, 2003 between Mack-Cali Realty, L.P. as landlord, and the Registrant as
tenant further amending the lease dated as of December 21, 2000. Incorporated herein by reference to Exhibit 10.29 to the
Registrant’s Annual Report on Form 10-K for the year ended January 31, 2004.
10.14
Registrant’s 1996 Stock Incentive Plan, amended and restated as of April 8, 2004. Incorporated herein by reference to
Exhibit 10.37 to the Registrant’s Annual Report on Form 10-K for the year ended January 31, 2005.*
43
Exhibit
Number
10.15
Description
License Agreement entered into November 21, 2005 by and between the Registrant, Swissam Products Limited and L.C.
Licensing, Inc. Incorporated herein by reference to Exhibit 10.37 to the Registrant’s Annual Report on Form 10-K for the
year ended January 31, 2006.
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25
10.26
10.27
10.28
10.29
Amended and Restated License Agreement between MGI Luxury Group, S.A., a wholly owned Swiss subsidiary of
Movado Group, Inc., Lacoste S.A., Sporloisirs S.A. and Lacoste Alligator S.A., dated March 28, 2014 with an effective
date as of January 1, 2015. Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-
K/A filed, December 30, 2014.
Third Amendment to License Agreement dated as of January 1, 1992 between the Registrant and Hearst Magazines, a
Division of Hearst Communications, Inc., effective February 15, 2007. Incorporated herein by reference to Exhibit 10.1 to
the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2007.
First Amendment dated as of February 27, 2009 to Lease dated May 22, 2000 between Forsgate Industrial Complex as
Landlord and Movado Group, Inc. as Tenant for the premises known as 105 State Street, Moonachie, New Jersey.
Incorporated herein by reference to Exhibit 10.42 to the Registrant’s Annual Report on Form 10-K for the year ended
January 31, 2009.
Amendment Number 1 to the April 8, 2004 Amendment and Restatement of the Movado Group, Inc. 1996 Stock Incentive
Plan. Incorporated herein by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter
ended July 31, 2008.*
Amendment Number 2 to Movado Group, Inc. 1996 Stock Incentive Plan as Amended and Restated as of April 8, 2004.
Incorporated herein by reference to Annex A to the Registrant’s Definitive Proxy Statement filed with the SEC on May 8,
2009.*
Amended and Restated License Agreement among Tommy Hilfiger Licensing LLC, Movado Group, Inc. and Swissam
Products Limited, dated as of September 16, 2009. Incorporated herein by reference to Exhibit 10.1 to the Registrant’s
Quarterly Report on Form 10-Q for the quarter ended October 31, 2009.
Second Amendment to License Agreement between L.C. Licensing, Inc., Movado Group, Inc. and Swissam Products
Limited dated as of December 6, 2010, further amending the License Agreement dated as of November 15, 2005.
Incorporated herein by reference to Exhibit 10.35 to the Registrant’s Annual Report on Form 10-K for the year ended
January 31, 2011.
Tenth Amendment to Lease dated March 10, 2011 between Mack-Cali Realty, L.P., as landlord, and the Registrant, as
tenant, further amending the lease dated as of December 21, 2000. Incorporated herein by reference to Exhibit 10.36 to the
Registrant’s Annual Report on Form 10-K for the year ended January 31, 2011.
Third Amendment dated as of June 1, 2011 to the License Agreement dated as of November 15, 2005 by and between L.C.
Licensing, Inc., Registrant and Swissam Products Limited. Incorporated herein by reference to Exhibit 10.1 to the
Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2011.
Amended and Restated License Agreement, effective as of January 1, 2012 by and between MGI Luxury Group, S.A. and
Hugo Boss Trademark Management GmbH & Co. KG. Incorporated herein by reference to Exhibit 10.39 to the
Registrant’s Annual Report on Form 10-K for the year ended January 31, 2012.
License Agreement entered into as of March 22, 2012 by and between the Registrant and Ferrari S.p.A. Incorporated herein
by reference to Exhibit 10.40 to the Registrant’s Annual Report on Form 10-K for the year ended January 31, 2012.
Second Amendment entered into as of September 30, 2012 to Amended and Restated License Agreement dated
September 16, 2009 by and between the Registrant, Swissam Products Limited and Tommy Hilfiger Licensing, LLC.
Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended
October 31, 2012.
Fourth Amendment dated as of September 28, 2012 to License Agreement dated as of November 15, 2005 by and between
the Registrant and L.C. Licensing LLC. Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly
Report on Form 10-Q for the quarter ended October 31, 2012.
Movado Group, Inc. Amended and Restated Deferred Compensation Plan for Executives, effective January 1, 2013.
Incorporated herein by reference to Annex B to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on May
2, 2013. *
44
Exhibit
Number
10.30
Description
Movado Group, Inc. 1996 Stock Incentive Plan, Amended and Restated as of April 8, 2013. Incorporated herein by
reference to Annex A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on May 2, 2013. *
10.31
10.32
10.33
10.34
Third Amendment entered into as of November 13, 2013 to Amended and Restated License Agreement dated
September 16, 2009 by and between the Registrant, Swissam Products Limited and Tommy Hilfiger Licensing, LLC.
Incorporated herein by reference to Exhibit 10.43 to the Registrant’s Annual Report on Form 10-K for the year ended
January 31, 2014.
Offer letter to Ricardo Quintero dated May 29, 2014. Incorporated herein by reference to Exhibit 10.1 to the Registrant’s
Current Report on Form 8-K filed July 14, 2014.*
Credit Agreement, dated as of January 30, 2015, by and among Movado Group, Inc., Movado Group Delaware Holdings
Corporation, Movado Retail Group, Inc. and Movado LLC, as Borrowers, the lenders party thereto from time to time and
Bank of America, N.A., as administrative agent. Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current
Report on Form 8-K filed February 5, 2015.
Security and Pledge Agreement, dated as of January 30, 2015, by and among Movado Group, Inc., Movado Group
Delaware Holdings Corporation, Movado Retail Group, Inc. and Movado LLC, as Grantors, and Bank of America, N.A., as
administrative agent. Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed
February 5, 2015.
10.35
Amended and Restated License Agreement dated January 13, 2015 between the Registrant, Swissam Products Limited and
Coach, Inc.**
21.1
23.1
31.1
31.2
32.1
32.2
101
Subsidiaries of the Registrant.***
Consent of PricewaterhouseCoopers LLP.***
Certification of Chief Executive Officer.***
Certification of Chief Financial Officer.***
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.***
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.***
The following materials from the Company’s Form 10-K for the year ended January 31, 2015, formatted in XBRL
(eXtensible Business Reporting Language), (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations,
(iii) the Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows, (v) Consolidated
Statements of Changes in Equity, (vi) Notes to the Consolidated Financial Statements, (vii) Schedule II- Valuation and
Qualifying Accounts and Reserves.
*
**
***
Constitutes a compensatory plan or arrangement
Confidential portions of this Exhibit 10.35 have been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.
Filed herewith
45
Management’s Annual Report on Internal Control Over Financial Reporting
The management of the Company is responsible for establishing and maintaining internal control over financial reporting, as such
term is defined in Rule 13a-15(f) under the Exchange Act, for the Company. With the participation of the Chief Executive Officer and
the Chief Financial Officer, the Company’s management conducted an evaluation of the effectiveness of the Company’s internal
control over financial reporting based on the framework and criteria established in the Internal Control – Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, the
Company’s management has concluded that the Company’s internal control over financial reporting was effective as of January 31,
2015.
Our internal control over financial reporting as of January 31, 2015 has been audited by PricewaterhouseCoopers LLP, an independent
registered public accounting firm, as stated in their report which appears herein.
46
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Movado Group, Inc.:
In our opinion, the consolidated financial statements listed in the index appearing under item 15(a)1 present fairly, in all material
respects, the financial position of Movado Group, Inc. and its subsidiaries (the “Company”) at January 31, 2015 and January 31, 2014,
and the results of their operations and their cash flows for each of the three years in the period ended January 31, 2015 in conformity
with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement
schedule listed in the index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all
material respects, effective internal control over financial reporting as of January 31, 2015, based on criteria established in Internal
Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
The Company's management is responsible for these financial statements and financial statement schedule, for maintaining effective
internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included
in Management's Annual Report on Internal Control Over Financial Reporting appearing in the accompanying index. Our
responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company's internal
control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control
over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control
over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a
material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed
risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our
audits provide a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ PricewaterhouseCoopers LLP
New York, New York
March 31, 2015
47
MOVADO GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
Net sales
Cost of sales
Gross profit
Selling, general and administrative
Operating income
Other income, net (Note 16)
Interest expense
Interest income
Income before income taxes
Provision for / (benefit from) income taxes (Note 7)
Net income
Less: Net income attributed to noncontrolling interests
Net income attributed to Movado Group, Inc.
Basic income per share:
Weighted basic average shares outstanding
Net income per share attributed to Movado Group, Inc.
Diluted income per share:
Weighted diluted average shares outstanding
Net income per share attributed to Movado Group, Inc.
Dividends paid per share
Fiscal Year Ended January 31,
2014
570,255 $
264,994
305,261
237,519
67,742
1,526
(436)
86
68,918
17,373
51,545
668
50,877 $
2015
586,980 $
276,998
309,982
238,495
71,487
—
(489 )
166
71,164
19,264
51,900
124
51,776 $
2013
505,478
227,596
277,882
228,536
49,346
—
(434)
144
49,056
(8,812)
57,868
785
57,083
25,276
2.05 $
25,506
1.99 $
25,267
2.26
25,581
2.02 $
0.40 $
25,849
1.97 $
0.26 $
25,664
2.22
1.45
$
$
$
$
$
See Notes to Consolidated Financial Statements
48
MOVADO GROUP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Fiscal Year Ended January 31,
2014
2015
2013
Comprehensive income, net of taxes:
Net income including noncontrolling interests
Net unrealized gain / (loss) on investments, net of tax of $18, $77, $66, respectively
Net change in effective portion of hedging contracts, net of tax of $0
Gain on available-for-sale securities, net of tax benefit of $50
Foreign currency translation adjustments
Comprehensive income including noncontrolling interests
Less: Comprehensive (loss) / income attributable to noncontrolling interests
Total comprehensive income attributable to Movado Group, Inc.
$
$
51,900 $
29
51,545 $
213
(81)
(5,211)
46,637
(291)
46,928 $
-
1,234
52,992
684
52,308 $
57,868
(19)
990
-
3,448
62,287
855
61,432
See Notes to Consolidated Financial Statements
49
MOVADO GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
ASSETS
Current assets:
Cash and cash equivalents
Short-term investments
Trade receivables
Inventories
Other current assets
Total current assets
Property, plant and equipment, net
Deferred income taxes
Other non-current assets
Total assets
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable
Accrued liabilities
Accrued payroll and benefits
Deferred and current income taxes payable
Total current liabilities
Deferred and non-current income taxes payable
Other non-current liabilities
Total liabilities
Commitments and contingencies (Note 9)
Equity:
Preferred Stock, $0.01 par value, 5,000,000 shares authorized; no shares issued
Common Stock, $0.01 par value, 100,000,000 shares authorized; 26,849,080 and
26,643,108 shares issued, respectively
Class A Common Stock, $0.01 par value, 30,000,000 shares authorized; 6,642,184
and 6,638,262 shares issued and outstanding, respectively
Capital in excess of par value
Retained earnings
Accumulated other comprehensive income
Treasury Stock, 8,784,497 and 7,945,419 shares, respectively, at cost
Total Movado Group, Inc. shareholders' equity
Noncontrolling interests
Total equity
Total liabilities and equity
See Notes to Consolidated Financial Statements
50
January 31,
2015
January 31,
2014
$
$
$
$
199,852 $
—
74,106
170,788
40,532
485,278
46,673
13,550
37,522
583,023 $
27,767 $
25,921
5,012
7,372
66,072
3,470
29,196
98,738
157,659
33,099
68,683
181,305
44,564
485,310
47,796
14,891
30,613
578,610
33,598
29,118
14,455
6,422
83,593
3,518
25,509
112,620
—
—
268
266
66
174,826
358,006
98,854
(149,811)
482,209
2,076
484,285
583,023 $
66
165,342
316,334
103,702
(122,406)
463,304
2,686
465,990
578,610
MOVADO GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Fiscal Year Ended January 31,
2014
2015
2013
Cash flows from operating activities:
Net income including noncontrolling interests
$
51,900 $
51,545 $
57,868
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Write-down of inventories
Transactional losses
Deferred income taxes
Gain on sale of asset held for sale
Gain on available-for-sale securities
Stock-based compensation
Excess (tax benefit) from stock-based compensation
Stock donation
Changes in assets and liabilities:
Trade receivables
Inventories
Other current assets
Accounts payable
Accrued liabilities
Accrued payroll and benefits
Income taxes payable
Other non-current assets
Other non-current liabilities
Net cash provided by operating activities
Cash flows from investing activities:
Capital expenditures
Trademarks
Short-term investment
Long-term investment
Proceeds from short-term investment
Proceeds from available-for-sale securities
Proceeds from asset held for sale
Net cash provided by / (used in) investing activities
Cash flows from financing activities:
Stock options exercised and other changes
Excess tax benefit from stock-based compensation
Stock repurchase
Purchase of incremental ownership of U.K. joint venture
Debt issuance cost
Distribution of noncontrolling interests earnings
Dividends paid
Net cash (used in) financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase / (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
12,469
2,514
2,493
6,316
—
(131)
5,753
(1,270 )
—
(9,334)
4,523
(3,323)
(5,357)
(1,582)
(9,443)
4,300
(3,954)
3,722
59,596
12,233
5,586
1,403
4,169
(1,526)
—
3,787
(915)
—
(7,304)
(19,077)
(5,141)
11,581
(4,171)
(1,887)
7,054
(5,752)
2,931
54,516
(11,132)
(118)
—
(1,200)
33,736
307
—
21,593
(16,707)
(285)
(33,099)
—
—
—
2,196
(47,895)
291
1,270
(26,382)
—
(936)
(319)
(10,104 )
(36,180 )
(305)
915
(10,488)
—
—
—
(6,637)
(16,515)
10,608
2,621
511
(16,161)
—
—
2,888
(1,657)
2,653
(766)
(2,371)
(5,332)
(11,728)
(3,153)
1,519
1,161
(3,112)
3,232
38,781
(15,978)
(285)
—
—
—
—
—
(16,263)
1,575
1,657
—
(4,689)
—
(234)
(36,684)
(38,375)
(2,816)
(336)
42,193
(10,230)
167,889
157,659
199,852 $ 157,659 $
1,545
(14,312)
182,201
167,889
$
See Notes to Consolidated Financial Statements
51
Net income
Dividends ($1.45 per share)
Stock options exercised, net of
tax of $1,657
Supplemental executive
retirement plan
Stock-based compensation
expense
Net unrealized loss on
investments, net of tax
benefit of $66
Net change in effective portion
of hedging contracts, net of
tax of $0
Stock donation
Joint venture incremental share
purchase
Foreign currency translation
adjustment (3)
Distribution of noncontrolling
interests earnings
Balance, January 31, 2013
Net income
Dividends ($0.26 per share)
Stock options exercised, net of
tax benefit of $915
Supplemental executive
retirement plan
Stock-based compensation
expense
Net unrealized gain on
investments, net of tax of
$77
Foreign currency translation
adjustment (3)
Stock repurchase
Balance, January 31, 2012
$
— $
261 $
Preferred
Stock
Common
Stock (1)
Class A
Common
Stock (2)
Capital in
Excess of
Par Value
66 $ 153,331 $
MOVADO GROUP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In thousands, except per share amounts)
Movado Group, Inc. Shareholders’ Equity
Accumulated
Other
Comprehensive
Income
Retained
Earnings
Treasury
Stock
Noncontrolling
Interests
251,695 $
57,083
(36,684)
97,922 $
(111,909 ) $
2,708 $
785
Total
394,074
57,868
(36,684)
(1,461 )
(19)
990
2,669
3,142
91
2,888
(19)
990
4,817
(1,327)
(4,689)
3,378
70
3,448
3
4,600
91
2,888
2,148
(3,362)
—
264
66
159,696
2
1,825
34
3,787
272,094
50,877
(6,637)
102,271
(110,701 )
(1, 217 )
Balance, January 31, 2014
—
266
66
165,342
Net income
Dividends ($0.40 per share)
Stock options exercised, net of
tax benefit of $1,270
Distribution of noncontrolling
interest earnings
Stock repurchase
Supplemental executive
retirement plan
Stock-based compensation
expense
Stock donation
Net unrealized gain on
investments, net of tax of
$18
Gain on available-for-sale
securities, net of tax benefit
of $50
Foreign currency translation
adjustment (3)
2
2,967
93
5,753
671
213
1,218
(10,488 )
103,702
(122,406 )
316,334
51,776
(10,104)
(1,408 )
(26,382 )
385
29
(81)
(4,796)
(234)
2,002
668
16
2,686
124
(319)
(234)
425,692
51,545
(6,637)
610
34
3,787
213
1,234
(10,488)
465,990
51,900
(10,104)
1,561
(319)
(26,382)
93
5,753
1,056
29
(81)
(415)
(5,211)
Balance, January 31, 2015
$
— $
268 $
66 $ 174,826 $
358,006 $
98,854 $
(149,811 ) $
2,076 $
484,285
See Notes to Consolidated Financial Statement
(1) Each share of common stock is entitled to one vote per share.
(2) Each share of class A common stock is entitled to 10 votes per share on all matters submitted to a vote of the shareholders. Each holder of class A common stock is
entitled to convert, at any time, any and all of such shares into the same number of shares of common stock. Each share of class A common stock is converted
automatically into common stock in the event that the beneficial or record ownership of such shares of class A common stock is transferred to any person, except to
certain family members or affiliated persons deemed “permitted transferees” pursuant to the Company’s Restated Certificate of Incorporation as amended. The
class A common stock is not publicly traded and consequently, there is currently no established public trading market for these shares.
(3) The currency translation adjustment is not adjusted for income taxes to the extent that it relates to permanent investments of earnings in international subsidiaries.
52
NOTES TO MOVADO GROUP, INC.’S CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
Organization and Business
Movado Group, Inc. (together with its subsidiaries, the “Company”) designs, sources, markets and distributes quality watches with
prominent brands in almost every price category comprising the watch industry. In fiscal 2015, the Company marketed ten distinctive
brands of watches: Coach, Concord, Ebel, ESQ Movado, Scuderia Ferrari, HUGO BOSS, Juicy Couture, Lacoste, Movado, and
Tommy Hilfiger, which compete in most segments of the watch market.
Movado (with the exception of Movado BOLD), Ebel and Concord watches are manufactured in Switzerland by independent third
party assemblers with some in-house assembly in La Chaux-de-Fonds, Switzerland. All Movado, ESQ, Ebel and Concord watches are
manufactured using Swiss movements. All of the Company’s products are manufactured using components obtained from third party
suppliers. ESQ Movado and Movado BOLD watches are manufactured by independent contractors in Asia using Swiss movements.
Coach, Tommy Hilfiger, HUGO BOSS, Juicy Couture, Lacoste and Scuderia Ferrari watches are manufactured by independent
contractors in Asia.
In addition to its sales to trade customers and independent distributors, the Company also operates outlet stores throughout the United
States, through which it sells discontinued models and factory seconds of all of the Company’s watches.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-and majority-owned joint ventures.
Intercompany transactions and balances have been eliminated.
Use of Estimates in the Preparation of Financial Statements
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 and disclosure of
contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the
reporting periods. Actual results could differ from those estimates. The Company uses estimates when accounting for sales discounts,
allowances and incentives, warranties, income taxes, depreciation, amortization, inventory write-downs, stock-based compensation,
contingencies, impairments and asset and liability valuations.
Translation of Foreign Currency Financial Statements and Foreign Currency Transactions
The financial statements of the Company’s international subsidiaries have been translated into United States dollars by translating
balance sheet accounts at year-end exchange rates and statement of operations accounts at average exchange rates for the year. Foreign
currency transaction gains and losses are charged or credited to earnings as incurred. Foreign currency translation gains and losses are
reflected in the equity section of the Company’s consolidated balance sheet in Accumulated Other Comprehensive Income. The
balance of the foreign currency translation adjustment, included in Accumulated Other Comprehensive Income, was $98.6 million and
$103.4 million as of January 31, 2015 and 2014, respectively.
Cash and Cash Equivalents
Cash equivalents include all highly liquid investments with original maturities at date of purchase of three months or less.
Short Term Investments
Short term investments are classified as held to maturity and consist entirely of six month time deposits. At the time of purchase,
management determines the appropriate classification of these investments and re-evaluates such designation at each balance sheet
date.
Trade Receivables
Trade receivables as shown on the consolidated balance sheets are net of allowances. The allowance for doubtful accounts is
determined through an analysis of the aging of accounts receivable, assessments of collectability based on historic trends, the financial
condition of the Company’s customers and an evaluation of economic conditions. The Company writes off uncollectible trade
receivables once collection efforts have been exhausted and third parties confirm the balance is not recoverable.
53
The Company’s trade customers include department stores, jewelry store chains and independent jewelers. All of the Company’s
watch brands, except ESQ, are also marketed outside the U.S. through a network of independent distributors. Accounts receivable are
stated net of doubtful accounts, returns and allowances of $16.6 million (additionally $0.5 million was recorded in non-current assets),
$23.1 million and $20.0 million at January 31, 2015, 2014 and 2013, respectively. Accounts receivables are also stated net of co-
operative advertising allowance of $13.2 million, $12.0 million, and $9.8 million at January 31, 2015, 2014, and 2013, respectively.
Co-operative advertising allowances are credits taken by the customer at a future date on previously executed co-operative advertising.
In fiscal 2014, the Company recorded return reserves of $7.8 million, for anticipated returns which resulted from the Company’s
strategic decision to reduce the presence of ESQ Movado watches in certain retail doors while expanding the Movado brand offering.
In fiscal 2013, the Company recorded a charge of $4.9 million related to the repositioning of the Coach watch brand from a collection
that is priced for sale in a department store’s fine watch department to one suitable for sale in the fashion watch department. The
charge represented the Company’s estimated cost of the aggregate sales allowance to Coach watch retailers affected by the
repositioning.
The Company’s concentrations of credit risk arise primarily from accounts receivable related to trade customers during the peak
selling seasons. The Company has significant accounts receivable balances due from major national chain and department stores. The
Company’s results of operations could be materially adversely affected in the event any of these customers or a group of these
customers defaulted on all or a significant portion of their obligations to the Company as a result of financial difficulties. As of
January 31, 2015, except for those accounts provided for in the reserve for doubtful accounts, the Company knew of no situations with
any of the Company’s major customers which would indicate any such customer’s inability to make its required payments.
Inventories
The Company valued its inventory at the lower of cost or market. The Company’s inventories were valued using the average cost
method. The Company performed reviews of its on-hand inventory to determine amounts, if any, of inventory that is deemed
discontinued, excess, or unsaleable. Inventory classified as discontinued, together with the related component parts which can be
assembled into saleable finished goods, is sold primarily through the Company’s outlet stores. When management determines that
finished product is unsaleable or that it is impractical to build the excess components into watches for sale, a charge is recorded to
value those products and components at the lower of cost or market.
In the fourth quarter of fiscal 2014, the Company recorded inventory reserves of $2.6 million related to the write down of ESQ
Movado excess watch inventory, as a result of the Company’s strategic decision to reduce the presence of ESQ Movado watches while
expanding the Movado brand offering in certain retail doors.
Property, Plant and Equipment
Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation of buildings is amortized using the
straight-line method based on the useful life of 40 years. Depreciation of furniture and equipment is provided using the straight-line
method based on the estimated useful lives of assets, which range from four to ten years. Computer software is amortized using the
straight-line method over the useful life of five to ten years. Leasehold improvements are amortized using the straight-line method
over the lesser of the term of the lease or the estimated useful life of the leasehold improvement. Design fees and tooling costs are
amortized using the straight-line method based on the useful life of three years. Upon the disposition of property, plant and equipment,
the accumulated depreciation is deducted from the original cost and any gain or loss is reflected in current earnings.
Intangibles
Intangible assets consist primarily of trademarks and are recorded at cost. Trademarks are amortized over ten years. At January 31,
2015 and 2014, intangible assets at cost were $13.0 million, respectively, and related accumulated amortization of intangibles was
$11.8 million and $11.6 million, respectively. Amortization expense for fiscal 2015, 2014 and 2013 was $0.3 million, $0.4 million and
$0.5 million, respectively.
Long-Lived Assets
The Company periodically reviews the estimated useful lives of its property, plant and equipment and intangible assets based on
factors including historical experience, the expected beneficial service period of the asset, the quality and durability of the asset and
the Company’s maintenance policy including periodic upgrades. Changes in useful lives are made on a prospective basis unless
factors indicate the carrying amounts of the assets may not be recoverable and an impairment write-down is necessary.
54
The Company performs an impairment review of its long-lived assets once events or changes in circumstances indicate, in
management’s judgment, that the carrying value of such assets may not be recoverable. When such a determination has been made,
management compares the carrying value of the assets with their estimated future undiscounted cash flows. If it is determined that an
impairment loss has occurred, the loss is recognized during that period. The impairment loss is calculated as the difference between
asset carrying values and the fair value of the long-lived assets.
Deferred Rent Obligations and Contributions from Landlords
The Company accounts for rent expense under non-cancelable operating leases with scheduled rent increases on a straight-line basis
over the lease term. The excess of straight-line rent expense over scheduled payments is recorded as a deferred liability. In addition,
the Company receives build out contributions from landlords primarily as an incentive for the Company to lease retail store space
from the landlords. This is also recorded as a deferred liability. Such amounts are amortized as a reduction of rent expense over the
life of the related lease.
Capitalized Software Costs
The Company capitalizes certain computer software costs after technological feasibility has been established. The costs are amortized
utilizing the straight-line method over the economic lives of the related products ranging from five to ten years.
Derivative Financial Instruments
The Company accounts for its derivative financial instruments in accordance with guidance which requires that an entity recognize all
derivatives as either assets or liabilities in the statement of financial condition and measure those instruments at fair value. A
significant portion of the Company’s purchases are denominated in Swiss francs. The Company reduces its exposure to the Swiss
franc exchange rate risk through a hedging program. Under the hedging program, the Company manages most of its foreign currency
exposures on a consolidated basis, which allows it to net certain exposures and take advantage of natural offsets. In the event these
exposures do not offset, the Company uses various derivative financial instruments to further reduce the net exposures to currency
fluctuations, predominately forward and option contracts. When entered into, the Company designates and documents these derivative
instruments as a cash flow hedge of a specific underlying exposure, as well as the risk management objectives and strategies for
undertaking the hedge transactions. Changes in the fair value of a derivative that is designated and documented as a cash flow hedge
and is highly effective, are recorded in other comprehensive income until the underlying transaction affects earnings, and then are later
reclassified into earnings in the same account as the hedged transaction. The Company formally assesses, both at the inception and at
each financial quarter thereafter, the effectiveness of the derivative instrument hedging the underlying forecasted cash flow
transaction. Any ineffectiveness related to the derivative financial instruments’ change in fair value will be recognized in the period in
which the ineffectiveness was calculated.
The Company uses forward exchange contracts to offset its exposure to certain foreign currency receivables and liabilities. These
forward contracts are not qualified hedges and, therefore, changes in the fair value of these derivatives are recognized in earnings,
thereby offsetting the current earnings effect of the related foreign currency receivables and liabilities.
The Company’s risk management policy includes net investment hedging of the Company’s Swiss franc-denominated investment in
its wholly-owned subsidiaries located in Switzerland using purchased foreign currency options under certain limitations. When
entered into for this purpose, the Company designates and documents the derivative instrument as a net investment hedge of a specific
underlying exposure, as well as the risk management objectives and strategies for undertaking the hedge transactions. Changes in the
fair value of a derivative that is designated and documented as a net investment hedge are recorded in other comprehensive income in
the same manner as the cumulative translation adjustment of the Company’s Swiss franc-denominated investment. The Company
formally assesses, both at the inception and at each financial quarter thereafter, the effectiveness of the derivative instrument hedging
the net investment.
All of the Company’s derivative instruments have liquid markets to assess fair value. The Company does not enter into any derivative
instruments for trading purposes.
55
Revenue Recognition
In the wholesale segment, the Company recognizes its revenues upon transfer of title and risk of loss in accordance with its FOB
shipping point terms of sale and after the sales price is fixed and determinable and collectability is reasonably assured. In the retail
segment, transfer of title and risk of loss occurs at the time of register receipt. The Company records estimates for sales returns,
volume-based programs and sales and cash discount allowances as a reduction of revenue in the same period that the sales are
recorded. These estimates are based upon historical analysis, customer agreements and/or currently known factors that arise in the
normal course of business. While returns have historically been within the Company’s expectations and the provisions established,
future return rates may differ from those experienced in the past. In the event that returns are authorized at a rate significantly higher
than the Company’s historic rate, the resulting returns could have an adverse impact on its operating results for the period in which
such results materialize.
In the fourth quarter of fiscal 2014, the Company recorded a pre-tax charge of $7.8 million to sales, for anticipated returns which
resulted from the Company’s strategic decision to reduce the presence of ESQ Movado watches while expanding the Movado brand
offering in certain retail doors. During the fourth quarter of fiscal 2013, the Company recorded a charge of $4.9 million related to the
repositioning of the Coach watch brand from a collection that is priced for sale in a department store’s fine watch department to one
suitable for sale in the fashion watch department. The charge represented the Company’s estimated cost of the aggregate sales
allowance to Coach watch retailers affected by the repositioning.
Cost of Sales
Cost of sales of the Company’s products consist primarily of component costs, royalties, depreciation, amortization, assembly costs
and unit overhead costs associated with the Company’s supply chain operations in Switzerland and Asia. The Company’s supply chain
operations consist of logistics management of assembly operations and product sourcing in Switzerland and Asia and minor assembly
in Switzerland. Through productivity improvement efforts, the Company has controlled the level of overhead costs and maintained
flexibility in its cost structure by outsourcing a significant portion of its component and assembly requirements.
Cost of sales of the Company’s products includes costs for raw material and components, as well as labor for assembly of finished
goods, all of which can be impacted by inflation. While inflation in costs has negatively impacted gross margin percentage, this effect
has not been material to the Company’s results of operations for the periods presented in this report. A significant increase in these
costs due to inflation could have a material adverse effect on the Company’s future results of operations. While the Company may
seek to offset the negative inflationary impact on these costs with price increases on its products, its ability to effectively do so will
depend on the extent it can pass on price increases and still remain competitive in the marketplace.
In the fourth quarter of fiscal 2014, the Company’s gross margin was impacted by a $7.5 million pre-tax charge related to anticipated
ESQ Movado watch brand returns and the write down of ESQ Movado excess watch inventory. This charge resulted from the
Company’s strategic decision to reduce the presence of ESQ Movado watches while expanding the Movado brand offering in certain
retail doors. The Company reallocated certain of the ESQ Movado retail space in the second quarter of fiscal 2015 to drive
incremental sales of its more productive Movado brand watch family. The Company continues to offer ESQ Movado in select retail
locations as well as its direct-to-consumer outlet stores and through e-commerce at Movado.com
In calendar years 2010 through 2012, drawback claims were filed with U.S. Customs & Border Protection (“CBP”) to recover duty
payments made by the Company in calendar years 2008 through 2011. The drawback claims concerned duty paid on watches that
were subsequently exported from the United States. A number of drawback claims filed on behalf of the Company were denied by
CBP in calendar year 2012 and an administrative protest was filed requesting reconsideration of the denials. This protest was approved
and as a result in the fourth quarter of fiscal 2014 the Company recorded and received a net pre-tax refund of $2.5 million. The
Company does not anticipate receipt of any additional refunds related to this matter nor does the Company anticipate return of any of
these refunds to CBP.
Since a substantial amount of the Company’s product costs are incurred in Swiss francs, fluctuations in the U.S. dollar/Swiss franc
exchange rate can impact the Company’s cost of goods sold and, therefore, its gross margins. The Company reduces its exposure to
the Swiss franc exchange rate risk through a hedging program. Under the hedging program, the Company manages most of its foreign
currency exposures on a consolidated basis, which allows it to net certain exposures and take advantage of natural offsets. In the event
these exposures do not offset, the Company has the ability to hedge its Swiss franc purchases using a combination of forward contracts
and purchased currency options. The Company’s hedging program mitigated the exchange rate fluctuations on product costs and gross
margins for fiscal years 2015, 2014 and 2013.
56
Selling, General and Administrative (“SG&A”) Expenses
The Company’s SG&A expenses consist primarily of marketing, selling, distribution, general and administrative expenses. In fiscal
2014, the Company recorded a $2.0 million pre-tax charge related to donations made to the Movado Group Foundation. In fiscal
2014, the Company also recorded a $0.8 million pre-tax charge related to the write-down of excess displays and point of sales
materials, as a result of the Company’s strategic decision to reduce the presence of ESQ Movado watches while expanding the
Movado brand offering in certain retail doors. In fiscal 2013, the Company recorded a $3.0 million pre-tax charge related to donations
made to the Movado Group Foundation.
Annual marketing expenditures are based principally on overall strategic considerations relative to maintaining or increasing market
share in markets that management considers to be crucial to the Company’s continued success as well as on general economic
conditions in the various markets around the world in which the Company sells its products. Marketing expenses include various
forms of media advertising, digital advertising and co-operative advertising with customers and distributors and other point of sale
marketing and promotion spending.
Selling expenses consist primarily of salaries, sales commissions, sales force travel and related expenses, depreciation and
amortization, expenses associated with Baselworld Watch and Jewelry Show, the annual watch and jewelry trade show, and other
industry trade shows and operating costs incurred in connection with the Company’s retail business. Sales commissions vary with
overall sales levels. Retail selling expenses consist primarily of payroll related and store occupancy costs.
Distribution expenses consist primarily of salaries of distribution staff, rental and other occupancy costs, security, depreciation and
amortization of furniture and leasehold improvements and shipping supplies.
General and administrative expenses consist primarily of salaries and other employee compensation including performance based
compensation, employee benefit plan costs, office rent, management information systems costs, professional fees, bad debts,
depreciation and amortization of furniture, computer software and leasehold improvements, patent and trademark expenses and
various other general corporate expenses.
Warranty Costs
All watches sold by the Company come with limited warranties covering the movement against defects in material and workmanship
for periods ranging from two to three years from the date of purchase, with the exception of Tommy Hilfiger watches, for which the
warranty period is ten years. In addition, the warranty period is five years for the gold plating for Movado watch cases and bracelets.
When changes in warranty costs are experienced, the Company will adjust the warranty liability as required. The Company records an
estimate for future warranty costs based on historical repair costs. Warranty costs have historically been within the Company’s
expectations and the provisions established. If such costs were to substantially exceed estimates, this could have an adverse effect on
the Company’s operating results.
Warranty liability for the fiscal years ended January 31, 2015, 2014 and 2013 was as follows (in thousands):
Balance, beginning of year
Provision charged to operations
Settlements made
Balance, end of year
2015
2014
2013
$
$
2,660 $
2,710
(2,660)
2,710 $
2,584 $
2,660
(2,584 )
2,660 $
2,309
2,584
(2,309)
2,584
Pre-opening Costs
Costs associated with the opening of retail stores, including pre-opening rent, are expensed in the period incurred.
Marketing
The Company expenses the production costs of an advertising campaign at the commencement date of the advertising campaign.
Included in marketing expenses are costs associated with co-operative advertising, media advertising, digital advertising, production
costs and costs of point of sale materials and displays. These costs are recorded as SG&A expenses. The Company participates in co-
operative advertising programs on a voluntary basis and receives a “separately identifiable benefit in exchange for the consideration.”
Since the amount of consideration paid to the retailer does not exceed the fair value of the benefit received by the Company, these
costs are recorded as SG&A expenses as opposed to being recorded as a reduction of revenue. Marketing expense for fiscal 2015,
2014 and 2013 amounted to $71.9 million, $74.4 million and $68.2 million, respectively.
57
Included in the other current assets in the consolidated balance sheets as of January 31, 2015 and 2014 are prepaid advertising costs of
$0.5 million and $0.9 million, respectively. These prepaid costs represent advertising costs paid to licensors in advance, pursuant to
the Company’s licensing agreements and sponsorships.
Shipping and Handling Costs
Amounts charged to customers for shipping and handling were $2.4 million, $2.6 million and $2.5 million for fiscal years 2015, 2014
and 2013, respectively. The costs related to shipping and handling were $6.3 million, $6.6 million and $5.9 million for fiscal years
2015, 2014 and 2013, respectively. These amounts incurred by the Company related to shipping and handling are included in net sales
and cost of goods sold.
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under which deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax laws and tax
rates, in each jurisdiction the Company operates, and applies to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and liabilities due to a change in tax rates is recognized in income
in the period that includes the enactment date. In addition, the amounts of any future tax benefits are reduced by a valuation allowance
to the extent such benefits are not expected to be realized on a more-likely-than-not basis. The Company calculates estimated income
taxes in each of the jurisdictions in which it operates. This process involves estimating actual current tax expense along with assessing
temporary differences resulting from differing treatment of items for both book and tax purposes.
The Company follows guidance for accounting for uncertainty in income taxes. This guidance clarifies the accounting for uncertainty
in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement standard
for the financial statement recognition and measurement of an income tax position taken or expected to be taken in a tax return. This
guidance also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures and
transitions.
Earnings Per Share
The Company presents net income per share on a basic and diluted basis. Basic earnings per share is computed using weighted-
average shares outstanding during the period. Diluted earnings per share is computed using the weighted-average number of shares
outstanding adjusted for dilutive common stock equivalents.
The weighted-average number of shares outstanding for basic earnings per share were approximately 25,276,000, 25,506,000 and
25,267,000 for fiscal 2015, 2014 and 2013, respectively. For the years ended January 31, 2015, 2014 and 2013, the number of shares
outstanding for diluted earnings per share were approximately 25,581,000, 25,849,000 and 25,664,000, respectively. For the years
ended January 31, 2015, 2014 and 2013, the number of shares outstanding for diluted earnings per share were increased by
approximately 305,000, 343,000 and 397,000 due to potentially dilutive common stock equivalents issuable under the Company’s
stock compensation plans.
For the years ended January 31, 2015, 2014 and 2013 approximately 102,000, 85,000, and 276,000, respectively, of potentially
dilutive common stock equivalents were excluded from the computation of dilutive earnings per share because their effect would have
been antidilutive.
Stock-Based Compensation
Under the accounting guidance for share-based payments, the Company utilizes the Black-Scholes option-pricing model which
requires that certain assumptions be made to calculate the fair value of each option at the grant date. The expected life of stock option
grants is determined using historical data and represents the time period during which the stock option is expected to be outstanding
until it is exercised. The risk free interest rate is the yield on the grant date of U.S. Treasury constant maturities with a maturity date
closest to the expected life of the stock option. The expected stock price volatility is derived from historical volatility and calculated
based on the estimated term structure of the stock option grant. The expected dividend yield is calculated using the Company’s
historical average of annualized dividend yields.
Compensation expense for equity instruments is accrued based on the estimated number of instruments for which the requisite service
is expected to be rendered and expensed on a straight-line basis over the vesting term.
58
See Note 10 to the Company’s Consolidated Financial Statements for further information regarding stock-based compensation.
NOTE 2 – INVENTORIES
Inventories consisted of the following (in thousands):
Finished goods
Component parts
Work-in-process
As of January 31,
2015
115,435 $
49,790
5,563
170,788 $
2014
118,308
55,138
7,859
181,305
$
$
NOTE 3 – PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment at January 31, at cost, consisted of the following (in thousands):
Land and buildings
Furniture and equipment
Computer software
Leasehold improvements
Design fees and tooling costs
Less: accumulated depreciation
As of January 31,
2015
2014
2,000 $
66,414
28,968
30,905
2,559
130,846
84,173
46,673 $
1,682
62,028
28,585
28,898
3,182
124,375
76,579
47,796
$
$
Depreciation and amortization expense from operations related to property, plant and equipment for fiscal 2015, 2014 and 2013 was
$11.9 million, $11.8 million and $10.0 million, respectively, which includes computer software amortization expense for fiscal 2015,
2014 and 2013 of $3.0 million, $3.8 million and $3.2 million, respectively.
NOTE 4 – DEBT AND LINES OF CREDIT
On January 30, 2015, the “Company, together with Movado Group Delaware Holdings Corporation, Movado Retail Group, Inc. and
Movado LLC (together with the Company, the “Borrowers”), each a wholly-owned domestic subsidiary of the Company, entered into
a Credit Agreement (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 provides for a $100.0 million senior secured revolving credit facility (the
“Facility”) including a $15.0 million letter of credit sub-facility that matures on January 30, 2020, with provisions for uncommitted
increases of up to $50.0 million in the aggregate subject to customary terms and conditions. In connection with the Credit Agreement,
the Borrowers also entered into a Security and Pledge Agreement dated as of January 30, 2015 in favor of the Agent (“Security
Agreement”).
As of January 30, 2015, no loans were drawn under the Facility; however approximately $3.9 million in letters of credit which were
outstanding under the Borrower’s existing asset-based revolving credit facility, which was concurrently terminated as described below,
were deemed to be issued and outstanding under the Facility. As of January 30, 2015, availability under the Facility was
approximately $96.1 million.
Borrowings under the Facility bear interest at rates selected periodically by the Company at LIBOR plus 1.25% per annum (subject to
increases up to a maximum of 1.75% per annum based on the Company’s consolidated leverage ratio) or a base rate plus 0.25%
(subject to increase up to a maximum of 0.75% per annum based on the Company’s consolidated leverage ratio). The Company has
also agreed to pay certain fees and expenses and provide certain indemnities, all of which are customary for such financings.
The borrowings under the Facility are joint and several obligations of the Borrowers and are also cross-guaranteed by each
Borrower. In addition, pursuant to the Security Agreement, the Borrowers’ obligations under the Facility are secured by first priority
liens, subject to permitted liens, on substantially all of the Borrowers’ assets other than certain excluded assets. The Security
Agreement contains representations and warranties and covenants, which are customary for pledge and security agreements of this
type, relating to the creation and perfection of security interests in favor of the Agent over various categories of the Company’s assets.
59
The Credit Agreement contains affirmative and negative covenants binding on the Borrowers and their subsidiaries that are customary
for credit facilities of this type, including, but not limited to, restrictions and limitations on the incurrence of debt and liens,
dispositions of assets, capital expenditures, dividends and other payments in respect of equity interests, the making of loans and equity
investments, mergers, consolidations, liquidations and dissolutions, and transactions with affiliates (in each case, subject to various
exceptions).
The Borrowers are also subject to a minimum consolidated EBITDA test of $50.0 million, measured at the end of the four most recent
quarters and a consolidated leverage ratio covenant not to exceed 2.50 to 1.00, measured as of the last day of each fiscal quarter.
The Credit Agreement contains events of default that are customary for facilities of this type, including, but not limited to,
nonpayment of principal, interest, fees and other amounts when due, failure of any representation or warranty to be true in any
material respect when made or deemed made, violation of covenants, cross default with material indebtedness, material judgments,
material ERISA liability, bankruptcy events, asserted or actual revocation or invalidity of the loan documents, and change of control.
On January 30, 2015, in connection with the Company’s entry into the Credit Agreement, the Company terminated its Amended and
Restated Loan and Security Agreement, dated as of July 17, 2009, as amended, by and between the Borrowers, the lenders party
thereto and Bank of America, N.A., as agent for the lenders. There were no borrowings outstanding under that agreement, and there
were no material early termination penalties incurred as a result of the termination of that agreement. Additionally, the Company used
cash already on-hand to pay accrued fees and expenses in conjunction with the termination of that agreement and the rollover of
certain outstanding letters of credit into the Facility.
A Swiss subsidiary of the Company maintains unsecured lines of credit with an unspecified length of time with a Swiss bank. As of
January 31, 2015 and 2014, these lines of credit totaled 5.0 million Swiss francs with a dollar equivalent of $5.4 million and $5.5
million, respectively. As of January 31, 2015 and 2014, there were no borrowings against these lines. As of January 31, 2015, two
European banks have guaranteed obligations to third parties on behalf of two of the Company’s foreign subsidiaries in the amount
equivalent to $1.3 million in various foreign currencies.
NOTE 5 – DERIVATIVE FINANCIAL INSTRUMENTS
The Company accounts for its derivative financial instruments in accordance with guidance which requires that an entity recognize all
derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. A significant
portion of the Company’s purchases are denominated in Swiss francs. The Company reduces its exposure to the Swiss franc exchange
rate risk through a hedging program. Under the hedging program, the Company manages most of its foreign currency exposures on a
consolidated basis, which allows it to net certain exposures and take advantage of natural offsets. In the event these exposures do not
offset, the Company uses various derivative financial instruments to further reduce the net exposures to currency fluctuations,
predominately forward and option contracts. When entered into, the Company designates and documents these derivative instruments
as a cash flow hedge of a specific underlying exposure, as well as the risk management objectives and strategies for undertaking the
hedge transactions. Changes in the fair value of a derivative that is designated and documented as a cash flow hedge and is highly
effective, are recorded in other comprehensive income until the underlying transaction affects earnings, and then are later reclassified
into earnings in the same account as the hedged transaction. The Company formally assesses, both at the inception and at each
financial quarter thereafter, the effectiveness of the derivative instrument hedging the underlying forecasted cash flow transaction.
Any ineffectiveness related to the derivative financial instruments’ change in fair value will be recognized in the Consolidated
Statements of Operations in the period in which the ineffectiveness was calculated.
The Company uses forward exchange contracts to offset its exposure to certain foreign currency receivables and liabilities. These
forward contracts are not designated as qualified hedges and, therefore, changes in the fair value of these derivatives are recognized
into cost of sales, thereby offsetting the current earnings effect of the related foreign currency receivables and liabilities.
All of the Company’s derivative instruments have liquid markets to assess fair value. The Company does not enter into any derivative
instruments for trading purposes.
As of January 31, 2015, the Company’s entire net forward contracts hedging portfolio consisted of 38 million Swiss francs equivalent
with various expiry dates ranging through July 15, 2015.
60
The following table summarizes the fair value and presentation in the Consolidated Balance Sheets for derivatives as of January 31,
2015 and 2014 (in thousands):
Asset Derivatives
Balance
Sheet
Location
2015
Fair
Value
2014
Fair
Value
Liability Derivatives
2015
Fair
Value
Balance
Sheet
Location
2014
Fair
Value
Derivatives not designated as hedging instruments:
Foreign Exchange Contracts
Total Derivative Instruments
NOTE 6 - FAIR VALUE MEASUREMENTS
Other Current
Assets
$ 1,298
$ 1,298
$
$
Accrued
Liabilities $
$
403
403
71
71
$
$
173
173
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. Accounting guidance establishes a fair value hierarchy which prioritizes the inputs used
in measuring fair value into three broad levels as follows:
• Level 1 - Quoted prices in active markets for identical assets or liabilities.
• Level 2 - Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly.
• Level 3 - Unobservable inputs based on the Company’s assumptions.
The guidance requires the use of observable market data if such data is available without undue cost and effort.
The following tables present the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of
January 31, 2015 and 2014 (in thousands):
Balance Sheet Location
Level 1
Level 2
Level 3
Total
Fair Value at January 31, 2015
Assets:
Available-for-sale securities
Long-term investment
SERP assets - employer
SERP assets - employee
Hedge derivatives
Total
Liabilities:
SERP liabilities - employee
Hedge derivatives
Total
Assets:
Available-for-sale securities
Time deposits
SERP assets - employer
SERP assets - employee
Hedge derivatives
Total
Liabilities:
SERP liabilities - employee
Hedge derivatives
Total
Other current assets
Other non-current assets
Other non-current assets
Other non-current assets
Other current assets
$
314 $
—
1,351
24,811
—
$ 26,476 $
— $
—
—
1,298
1,298 $
1,240
— $
314
1,240
1,351
24,811
1,298
1,240 $ 29,014
—
—
—
Other non-current liabilities
Accrued liabilities
$ 24,811 $
—
$ 24,811 $
— $
71
71 $
— $ 24,811
—
71
— $ 24,882
Balance Sheet Location
Level 1
Level 2
Level 3
Total
Fair Value at January 31, 2014
Other current assets
Short-term investments
Other non-current assets
Other non-current assets
Other current assets
Other non-current liabilities
Accrued liabilities
$
576 $
33,099
1,117
20,854
—
$ 55,646 $
$ 20,854 $
—
$ 20,854 $
61
— $
— $
576
33,099
1,117
20,854
403
56,049
—
—
—
— $
— $
—
— $
20,854
173
21,027
—
—
403
403 $
— $
173
173 $
The fair values of the Company’s available-for-sale securities are based on quoted prices. The fair value of the long-term investment is
based on the purchase price plus eight percent calculated annually. Time deposits are classified as short-term investments and held to
original maturity. The assets related to the Company’s defined contribution supplemental executive retirement plan (“SERP”) consist
of both employer (employee unvested) and employee assets which are invested in investment funds with fair values calculated based
on quoted market prices. The SERP liability represents the Company’s liability to the employees in the plan for their vested balances.
The hedge derivatives are entered into by the Company principally to reduce its exposure to the Swiss franc exchange rate risk. Fair
values of the Company’s hedge derivatives are calculated based on quoted foreign exchange rates, quoted interest rates and market
volatility factors.
The following table presents a reconciliation of the assets measured at fair value on a recurring basis using significant unobservable
inputs (Level 3) for the twelve months ended January 31, 2015 and January 31, 2014. Level 3 consists of a long-term investment.
Balance, beginning of fiscal year
Purchase of long-term investment
Interest income
Balance, end of period
January 31,
2015
January 31,
2014
$
$
— $
1,200
40
1,240 $
—
—
—
—
NOTE 7 - INCOME TAXES
Income before provision for income taxes on a legal entity basis consists of the following (in thousands):
U.S. income before taxes
Non-U.S. income before tax
2015
2014
2013
$
$
34,099 $
37,065 $
26,591 $
42,327 $
11,721
37,335
The Company conducts business globally and, as a result, is subject to income taxes in the U.S. federal, state, local and foreign
jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities in many countries,
including Switzerland, Hong Kong, Germany, Canada and the United States. The Company is no longer subject to income tax
examinations by tax authorities in Switzerland for years ended prior to January 31, 2006 and, with few exceptions, in the rest of the
world for years ended prior to January 31, 2011.
The provision for /(benefit from) income taxes for the fiscal years ended January 31, 2015, 2014 and 2013 consists of the following
components (in thousands):
Current:
U.S. Federal
U.S. State and Local
Non-U.S.
Deferred:
U.S. Federal
U.S. State and Local
Non-U.S.
Provision for / (benefit from) income taxes
2015
2014
2013
$
$
8,412 $
770
3,945
13,127
3,763
420
1,954
6,137
19,264 $
7,296 $
866
5,043
13,205
183
(888)
4,873
4,168
17,373 $
2,365
499
3,559
6,423
(18,141)
(495)
3,401
(15,235)
(8,812)
62
Significant components of the Company’s deferred income tax assets and liabilities as of January 31, 2015 and 2014 are as follows (in
thousands):
Net operating loss carryforwards
Inventory
Unprocessed returns
Receivables allowances
Deferred compensation
Unrepatriated earnings
Capital loss carryforwards
Depreciation/amortization
Other provisions/accruals
Miscellaneous
Valuation allowance
Total deferred tax assets and liabilities
2015 Deferred Taxes
2014 Deferred Taxes
Assets
Liabilities
Assets
Liabilities
$
$
9,231 $
3,112
1,565
951
14,098
—
790
—
91
955
30,793
(8,307)
22,486 $
— $
—
—
—
—
2,715
307
—
—
3,022
—
3,022 $
9,797 $
4,294
3,364
1,254
10,988
—
1,292
4,205
2,788
738
38,720
(7,798 )
30,922 $
—
—
—
230
—
2,724
—
2,286
—
—
5,240
—
5,240
As of January 31, 2015, the Company had no U.S. federal net operating loss carryforwards and had U.S. State and foreign net
operating loss carryforwards of approximately $16.7 million and $27.5 million, respectively, with expiration dates ranging from 1-20
years and some foreign jurisdictions with an indefinite carryforward period. Of the foreign net operating losses, $15.8 million are
related to Switzerland and the remaining is primarily related to Germany.
A valuation allowance is required to be established unless management determines it is more likely than not that the Company will
ultimately utilize the tax benefit associated with a deferred tax asset. During fiscal 2015, the Company released approximately $0.5
million of a valuation allowance related to a capital loss carryforward due to the utilization of such loss to offset capital gains
generated by the Company’s Supplemental Executive Retirement Plan. As of January 31, 2015, the Company had a deferred tax asset
of approximately $0.8 million related to a domestic capital loss carryforward for which a full valuation allowance has been recorded.
Additionally, the Company has U.S. State and foreign valuation allowances of $0.2 million and $7.3 million, respectively, which are
primarily related to net operating loss carryforwards.
Management will continue to evaluate the appropriate level of valuation allowance on all deferred tax assets considering such factors
as prior earnings history, expected future earnings, carryback and carryforward periods, and tax and business strategies that could
potentially enhance the likelihood of realization of the deferred tax assets.
The recognition of deductible windfall tax benefits related to stock-based compensation is prohibited until realized through a reduction
to income taxes payable. Windfall tax benefits of $1.3 million, $0.9 million and $1.4 million, were recorded in additional paid-in-
capital during fiscal years 2015, 2014 and 2013, respectively.
The provision for / (benefit from) income taxes differs from the U.S. federal statutory rate due to the following (in thousands):
Provision for income taxes at the U.S. statutory rate
Lower effective non-U.S. income tax rate
Change in valuation allowance
U.S. tax provided on earnings of non-U.S. subsidiaries
Change in liabilities for uncertain tax positions, net
State and local taxes, net of federal benefit
Foreign legal reorganizations
(Benefit) provided on intercompany transactions
Other, net
Total provision for / (benefit from) income taxes
Fiscal Year Ended January 31,
2014
2013
2015
$
$
24,906 $
(7,257)
1,298
639
179
693
—
(1,652)
458
19,264 $
24,121 $
(6,950 )
(996 )
580
(652)
719
—
551
17,373 $
17,169
(6,006)
(19,526)
109
554
607
(1,902)
183
(8,812)
63
The effective tax rate for fiscal 2015 was 27.1%, primarily as a result of foreign profits being taxed in lower taxing jurisdictions and
the recognition of a tax benefit related to intercompany profit in certain jurisdictions. The effective tax rate for fiscal 2014 was 25.2%,
primarily as a result of foreign profits being taxed in lower taxing jurisdictions and the release of liabilities for uncertain tax positions
as a result of favorable U.S. and foreign audit settlements partially offset by no tax being realized on certain foreign net operating
losses.
The effective tax rate for fiscal 2013 was (18.0)%, primarily due to the release of a valuation allowance against net deferred tax assets
in the United States, and the $1.9 million net tax benefit related to foreign legal reorganizations in Japan and the UK. In the third
quarter of fiscal 2013, the Company concluded, based upon all available evidence, it was more likely than not that it’s domestic
consolidated group would have sufficient future taxable income to realize its net deferred tax assets. As a result, the Company
reversed the majority of the related valuation allowance, resulting in a non-cash deferred tax benefit of $19.5 million. The Company
based its conclusion on the three year cumulative profit position as of October 31, 2012, domestic projections of future taxable income,
positive Company results and the continued positive trend experienced by the retail industry during calendar 2012. While the
Company believes the assumptions included in its projections of future taxable income for the domestic consolidated group are
reasonable, if the actual results vary from expected results due to unforeseen changes in the worldwide economy or retail industry, or
other factors, the Company may need to make future adjustments to the valuation allowance for all, or a portion, of the net deferred
tax assets.
The Company performs a quarterly assessment reviewing its global cash projections and investment needs, considers such factors as
projected future results, continued need for investment in the overseas business as well as cash needs in the U.S., among other
countries. During fiscal years 2015, 2014 and 2013, the Company has identified all current year foreign subsidiary earnings as
permanently reinvested.
The Company has recorded a federal income tax liability of $2.7 million related to $12.8 million of pre-2013 foreign earnings which
have been earmarked for future repatriation. A deferred tax liability has not been recorded for the remaining undistributed foreign
earnings of approximately $244 million, because the Company intends to permanently reinvest such earnings in its foreign operations.
It is not practicable to estimate the amount of tax that may be payable on the eventual distribution of these earnings.
A reconciliation of the beginning and ending amounts of gross unrecognized tax benefits (exclusive of interest) for January 31, 2015,
2014 and 2013 are as follows (in thousands):
Beginning balance
Additions for tax positions of prior years
Additions for tax positions taken in the current year
Lapse of statute of limitations
Settlements
Non U.S. currency exchange fluctuations
Ending balance
2015
2014
2013
2,740 $
—
128
(34)
—
(177)
2,657 $
3,602 $
959
—
(1,214)
(605)
(2)
2,740 $
3,216
475
—
(98)
(51)
60
3,602
$
$
Included in the balances at January 31, 2015, January 31, 2014 and January 31, 2013 are $2.5 million, $2.6 million, and $3.0 million
of unrecognized tax benefits which would impact the Company’s effective tax rate, if recognized. Interest and penalties, if any, related
to unrecognized tax benefits are recorded as income tax expense in the consolidated statement of operations. As of January 31,
2015, January 31, 2014 and January 31, 2013, the Company had $0.7 million, $0.7 million and $1.5 million, respectively of accrued
interest (net of tax benefit) and penalties related to unrecognized tax benefits. During fiscal years 2015, 2014 and 2013, the Company
accrued $0.1 million, $0.1 million and $0.2 million of interest (net of tax benefit) and penalties.
We believe that our income tax reserves are adequate; however, amounts asserted by taxing authorities could be greater or less than
amounts accrued and reflected in our consolidated balance sheet. Accordingly, we could record adjustments to the amounts for
federal, state, and foreign liabilities in the future as we revise estimates or we settle or otherwise resolve the underlying matters. In the
ordinary course of business, we may take new positions that could increase or decrease our unrecognized tax benefits in future
periods.
NOTE 8 – LEASES
The Company leases office, distribution, retail and manufacturing facilities, and office equipment under operating leases, which expire
at various dates through September 2025. Certain leases include renewal options and the payment of real estate taxes and other
occupancy costs. Some leases also contain rent escalation clauses (step rents) that require additional rent amounts in the later years of
the term. Rent expense for leases with step rents is recognized on a straight-line basis over the minimum lease term. Likewise, capital
64
funding and other lease concessions that are occasionally provided to the Company are recorded as deferred rent and amortized on a
straight-line basis over the minimum lease term as adjustments to rent expense. Rent expense for equipment and distribution, factory
and office facilities under operating leases was approximately $13.5 million, $13.0 million and $13.5 million in fiscal 2015, 2014 and
2013, respectively.
Minimum annual rentals under noncancelable operating leases as of January 31, 2015, which do not include real estate taxes and
operating costs, are as follows (in thousands):
Fiscal Year Ending January 31,
2016
2017
2018
2019
2020
Thereafter
$
$
12,157
9,756
7,489
4,658
2,684
5,298
42,042
NOTE 9 – COMMITMENTS AND CONTINGENCIES
At January 31, 2015, the Company had outstanding letters of credit totaling $3.9 million with expiration dates through April 30, 2016
compared to $4.6 million with expiration dates through June 3, 2014 as of January 31, 2014. One bank in the domestic bank group has
issued irrevocable standby letters of credit in connection with a trademark license agreement, retail and operating facility leases to
various landlords and for Canadian payroll to the Royal Bank of Canada.
As of January 31, 2015 and 2014, two European banks have guaranteed obligations to third parties on behalf of two of the Company’s
foreign subsidiaries in the amount equivalent to $1.3 million and $1.5 million in various foreign currencies, respectively.
Pursuant to the Company’s agreements with its licensors, the Company is required to pay minimum royalties and advertising. As of
January 31, 2015, the total amount of the Company’s minimum commitments related to its license agreements was $183.5 million.
The Company had outstanding purchase obligations of $73.6 million with suppliers at the end of fiscal 2015 primarily for raw
materials, finished watches and packaging in the normal course of business. These purchase obligation amounts do not represent total
anticipated purchases but represent only amounts to be paid for items required to be purchased under agreements that are enforceable,
legally binding and specify minimum quantity, price and term.
The Company is involved in various legal proceedings and claims from time to time in the ordinary course of its business.
On February 4, 2015, an individual plaintiff filed a complaint against the Company and several of its officers in the United States
District Court for the District of New Jersey (the “Complaint”) as a purported class action, alleging that between March 26, 2014 and
November 13, 2014, the Company made false and misleading statements about the Company’s financial performance. The Complaint
also claims that these alleged false and misleading statements resulted in the Company’s stock trading at an artificially high price until
November 14, 2014, when the Company issued a press release preliminarily announcing financial results and reducing its previous
projections, after which the Company’s stock price fell. The Company believes that the Complaint is meritless and it intends to
vigorously defend this matter.
The Company believes that it has valid legal defenses to all of the matters currently pending against it. These matters are inherently
unpredictable and the resolutions of these matters are subject to many uncertainties and the outcomes are not predictable with
assurance. Consequently, management is unable to estimate the ultimate aggregate amount of monetary loss, if any, amounts covered
by insurance or the financial impact that will result from such matters.
NOTE 10 – STOCK-BASED COMPENSATION
Effective concurrently with the consummation of the Company’s public offering in the fourth quarter of fiscal 1994, the Board of
Directors and the shareholders of the Company approved the adoption of the Movado Group, Inc. 1993 Employee Stock Option Plan
(the “Employee Stock Option Plan”) for the benefit of certain officers, directors and key employees of the Company. The Employee
Stock Option Plan was amended in fiscal 1997 and restated as the Movado Group, Inc. 1996 Stock Incentive Plan (the “1996 Plan”).
Under the 1996 Plan, as amended and restated as of April 8, 2004 and as further amended and restated as of April 4, 2013 (the
“Plan”), the Compensation Committee of the Board of Directors, which consists of four of the Company’s outside directors, has the
65
authority to grant incentive stock options and nonqualified stock options, as well as stock appreciation rights and stock awards, to
purchase up to 11,000,000 shares of common stock. Options granted to participants under the Plan generally become exercisable in
equal installments over three or five years and remain exercisable until the tenth anniversary of the date of grant. The option price may
not be less than the fair market value of the stock at the time the options are granted.
Under the accounting guidance for share based payments, the Company utilizes the Black-Scholes option-pricing model which
requires certain assumptions to be made to calculate the fair value of each option at the grant date. The expected life of stock option
grants is determined using historical data and represents the time period which the stock option is expected to be outstanding until it is
exercised. The risk free interest rate is the yield on the grant date of U.S. Treasury constant maturities with a maturity date closest to
the expected life of the stock option. The expected stock price volatility is derived from historical volatility and calculated based on
the estimated term structure of the stock option grant. The expected dividend yield is calculated using the expected annualized
dividend during the expected term of the option.
The weighted-average assumptions used with the Black-Scholes option-pricing model for the calculation of the fair value of stock
option grants during fiscal 2015 were: expected term of 5.0 years; risk-free interest rate of 1.64%; expected volatility of 51.13% and
dividend yield of 0.68%. The weighted-average grant date fair value of options granted during the fiscal year ended January 31, 2015
was $17.99. The weighted-average assumptions used with the Black-Scholes option-pricing model for the calculation of the fair value
of stock option grants during fiscal 2014 were: expected term of 5.0 years; risk-free interest rate of 0.72%; expected volatility of
62.12% and dividend yield of 1.28%. The weighted-average grant date fair value of options granted during the fiscal year ended
January 31, 2014 was $14.40. The weighted-average assumptions used with the Black-Scholes option-pricing model for the
calculation of the fair value of stock option grants during fiscal 2013 were: expected term of 5.2 years; risk-free interest rate of 0.92%;
expected volatility of 61.45% and dividend yield of 2.01%. The weighted-average grant date fair value of options granted during the
fiscal year ended January 31, 2013 was $12.03.
Total compensation expense for stock option grants recognized during the fiscal years ended January 31, 2015, 2014 and 2013 was
approximately $1.2 million, net of tax of $0.7 million and $0.8 million, net of tax of $0.5 million and $0.4 million, net of tax of $0.3,
respectively. Expense related to stock option compensation is recognized on a straight-line basis over the vesting term. As of
January 31, 2015, there was approximately $2.5 million of unrecognized compensation cost related to unvested stock options. These
costs are expected to be recognized over a weighted-average period of 1.7 years. Total consideration received for stock option
exercises during the fiscal years ended January 31, 2015, 2014 and 2013 amounted to approximately $1.7 million, $0.9 million and
$1.6 million, respectively. The windfall tax benefit realized on these exercises was approximately $0.4 million.
Transactions for stock options under the Plan since fiscal 2012 are summarized as follows:
January 31, 2012
Options granted
Options exercised
January 31, 2013
Options granted
Options exercised
Options cancelled
January 31, 2014
Options granted
Options exercised
Options cancelled
January 31, 2015
Outstanding
Options
Weighted-
Average
Exercise Price
19.55
26.59
16.88
24.67
30.34
17.54
26.59
26.24
41.71
19.75
26.59
30.08
694,982 $
258,600 $
(392,093 ) $
561,489 $
106,440 $
(52,023 ) $
(16,500) $
599,406 $
116,880 $
(86,066) $
(14,000) $
616,220 $
The total intrinsic value of stock options exercised for the fiscal years ended January 31, 2015, 2014 and 2013 was approximately $1.6
million, $1.1 million and $6.3 million, respectively. There were no stock options vested for the fiscal year ended January 31, 2015.
The total fair value of the stock options vested for the fiscal years ended January 31, 2014 and 2013 was approximately$0.1 million
and $0.1 million, respectively.
66
The following table summarizes outstanding and exercisable stock options as of January 31, 2015:
Range of Exercise Prices
$18.03 - $21.02
$21.03 - $24.02
$24.03 - $27.02
$27.03 - $32.92
Number
Outstanding
24,550
68,750
228,100
294,820
616,220
Weighted-
Average
Remaining
Contractual
Life (years)
Weighted-
Average
Exercise Price
Number
Exercisable
Weighted-
Average
Exercise Price
0.9 $
3.2 $
7.2 $
7.2 $
5.1 $
19.18
22.29
26.59
35.47
30.08
24,550 $
68,750 $
- $
71,500 $
164,800 $
19.18
22.29
-
32.92
26.44
The total intrinsic value of outstanding stock options as of January 31, 2015, 2014 and 2013 was approximately $0.2 million, $6.9
million and $6.7 million, respectively. The total intrinsic value of exercisable stock options as of January 31, 2015, 2014 and 2013 was
approximately $0.2 million, $3.4 million and $4.0 million, respectively.
Under the Plan, the Company has the ability to grant stock awards to employees. Stock awards generally vest three to five years from
the date of grant. Expense for these grants is recognized on a straight-line basis over the vesting period. The fair value of stock awards
is equal to the closing price of the Company’s publicly-traded common stock on the grant date.
For fiscal years 2015, 2014 and 2013, compensation expense for stock awards was approximately $2.4 million, net of tax of $1.5
million, $1.6 million, net of tax of $0.9 and $1.4 million, net of tax of $0.8, respectively. Current accounting guidance requires
forfeitures to be estimated at the time of grant in order to estimate the amount of share-based awards that will ultimately vest and thus,
current period compensation expense has been adjusted for estimated forfeitures based on historical data. As of January 31, 2015,
there was approximately $6.5 million of unrecognized compensation cost related to unvested stock awards. These costs are expected
to be recognized over a weighted-average period of 1.8 years.
Transactions for stock award units under the Plan since fiscal 2012 are summarized as follows:
January 31, 2012
Units granted
Units vested
Units forfeited
January 31, 2013
Units granted
Units vested
Units forfeited
January 31, 2014
Units granted
Units vested
Units forfeited
January 31, 2015
Number of
Stock Award
Units
Weighted-
Average Grant
Date Fair Value
14.12
26.59
15.37
15.12
17.10
31.33
14.55
18.17
24.84
41.32
18.66
33.58
34.72
297,269 $
85,765 $
(30,445 ) $
(9,208 ) $
343,381 $
140,922 $
(147,552 ) $
(33,581 ) $
303,170 $
164,122 $
(118,368) $
(11,568) $
337,356 $
Upon the vesting of a stock award, shares equal to the number of underlying stock award units are issued from the pool of authorized
shares. The total intrinsic value of stock award units that vested during fiscal 2015, 2014 and 2013 was approximately $4.9 million,
$4.7 million, and $0.8 million, respectively. The windfall tax benefits realized on the vested stock awards for fiscal 2015 were $0.9
million. The weighted-average grant date fair values for stock awards for fiscal 2015, 2014, and 2013 were $41.32, $31.33, and
$26.59, respectively. Outstanding stock award units had a total intrinsic value of approximately $8.1 million, $11.4 million, and $12.6
million for fiscal 2015, 2014 and 2013, respectively.
NOTE 11 – OTHER EMPLOYEE BENEFIT PLANS
The Company maintains an Employee Savings Plan under Section 401(k) of the Internal Revenue Code. In addition, the Company
maintains defined contribution employee benefit plans for its employees located in Switzerland. Company contributions and expenses
of administering the plans amounted to $3.3 million, $3.3 million and $3.4 million in fiscal 2015, 2014 and 2013, respectively.
67
The Company maintains a defined contribution Deferred Compensation Plan (also known as a supplemental employee retirement plan
or SERP). The SERP provides eligible executives with supplemental pension benefits in addition to amounts received under the
Company’s other retirement plan. The Company makes a matching contribution which vests equally over five years.
During fiscal 2015, 2014 and 2013, the Company recorded an expense related to the SERP of $0.5 million, $0.4 million and $0.4
million, respectively.
NOTE 12 – ACCUMULATED OTHER COMPREHENSIVE INCOME
The components of accumulated other comprehensive income at January 31, consisted of the following (in thousands):
Currency Translation
Adjustments
Available-for-sale
securities
Net Unrealized
Income
On Hedging
Contracts
Accumulated Other
Comprehensive
Income
Balance, January 31, 2014
$
103,438 $
263 $
1 $
103,702
Other comprehensive (loss) /
income before reclassifications
Amounts reclassified from
accumulated other
comprehensive income (1)
Net current-period other comprehensive
(loss)
As of January 31, 2015
$
(4,796)
29
-
(4,767)
-
(81)
(4,796)
98,642 $
(52)
211 $
-
-
1 $
(81)
(4,848)
98,854
Currency Translation
Adjustments
Available-for-sale
securities
Net Unrealized
Income
On Hedging
Contracts
Accumulated Other
Comprehensive
Income
Balance, January 31, 2013
$
102,220 $
50 $
1 $
102,271
Other comprehensive income before
reclassifications
Amounts reclassified from
accumulated other
comprehensive income (1)
Net current-period other comprehensive
income
As of January 31, 2014
$
1,135
213
-
1,348
83
1,218
103,438 $
-
213
263 $
-
-
1 $
83
1,431
103,702
(1) Amounts in fiscal 2015 and 2014 were reclassified to Selling, General and Administrative expenses.
NOTE 13 – SEGMENT INFORMATION
The Company follows accounting guidance related to disclosures about segments of an enterprise and related information. This
guidance requires disclosure of segment data based on how management makes decisions about allocating resources to segments and
measuring their performance.
The Company conducts its business in two operating segments: Wholesale and Retail. The Company’s Wholesale segment includes
the designing, manufacturing and distribution of quality luxury brand or licensed brand watches, in addition to revenue generated from
after-sales service activities and shipping. The Retail segment includes the Company’s outlet stores.
The Company divides its business into two major geographic locations: United States operations, and International, which includes the
results of all other Company operations. The allocation of geographic revenue is based upon the location of the customer. The
Company’s International operations in Europe, the Americas (excluding the United States), Asia and the Middle East accounted for
18.9%, 11.4%, 8.0% and 7.1%, respectively, of the Company’s total net sales for fiscal 2015. For fiscal 2014, the Company’s
International operations in Europe, the Americas (excluding the United States), Asia and the Middle East accounted for 18.5%, 12.4%,
8.1% and 7.8%, respectively, of the Company’s total net sales. For fiscal 2013, the Company’s International operations in Europe, the
Americas (excluding the United States), Asia, and the Middle East accounted for 17.1%, 12.0%, 9.4% and 7.3%, respectively, of the
Company’s total net sales. Substantially all of the Company’s international assets are located in Switzerland and Asia.
68
Operating Segment Data as of and for the Fiscal Year Ended January 31, (in thousands):
Wholesale:
Luxury brand category
Licensed brands category
After-sales service and all other
Total Wholesale
Retail
Consolidated Total
Wholesale
Retail
Consolidated total
Wholesale
Retail
Consolidated total
Wholesale
Retail
Consolidated total
2015
Net Sales (1) (2) (7)
2014
2013
212,684 $
294,316
15,260
522,260
64,720
586,980 $
220,267 $
276,356
14,367
510,990
59,265
570,255 $
207,271
226,230
15,788
449,289
56,189
505,478
Operating Income
(3) (4) (5) (6)
2014
2015
58,236 $
13,251
71,487 $
55,241 $
12,501
67,742 $
2013
38,045
11,301
49,346
$
$
$
$
Total Assets
2015
2014
2015
Capital Expenditures
2014
2013
$
$
562,462 $
20,561
583,023 $
558,266 $
20,344
578,610 $
9,321 $
1,811
11,132 $
15,280 $
1,427
16,707 $
13,348
2,630
15,978
Depreciation and Amortization
2014
2013
2015
$
$
11,053 $
1,416
12,469 $
10,965 $
1,268
12,233 $
9,513
1,095
10,608
Geographic Location Data as of and for the Fiscal Year Ended January 31, (in thousands):
United States
International
Consolidated total
United States
International
Consolidated total
Net Sales (1) (2) (7) (8) (9)
2014
303,095 $
267,160
570,255 $
2015
320,425 $
266,555
586,980 $
$
$
2013
263,551 $
241,927
505,478 $
Operating Income
(3) (4) (5) (6)
2014
2015
18,811 $
52,676
71,487 $
11,036 $
56,706
67,742 $
2013
2,171
47,175
49,346
Total Assets
2015
2014
Long-Lived Assets
2015
2014
$
$
209,660 $
373,363
583,023 $
239,890 $
338,720
578,610 $
25,950 $
20,723
46,673 $
25,943
21,853
47,796
(1) Fiscal 2014 Wholesale and United States net sales included a $7.8 million sales reserve, for anticipated returns resulted from the
Company’s decision to reduce the presence of ESQ Movado while expanding the Movado brand offering in certain retail doors.
(2) Fiscal 2013 Wholesale, United States and International net sales included a sales allowance of $4.9 million, $3.1 million and
$1.8 million, respectively, related to the repositioning of the Coach watch brand.
(3) Fiscal 2014 Wholesale and United States operating income included a charge of $8.3 million related to its strategy to reduce the
presence of ESQ Movado while expanding the Movado brand offering in certain retail doors. The $8.3 million charge consists
of anticipated sales returns from select customers, inventory reserves and writes down of excess displays and point of sale
materials related to this strategy.
(4) Fiscal 2014 Wholesale and United States operating income included a $2.0 million donation to the Movado Group Foundation.
(5) Fiscal 2014 Wholesale and United States operating income included $2.5 million duty refund received relating to payments
made by the Company in calendar years 2008 through 2011 for drawback claims filed with U.S. Customs & Border Protection.
(6) Fiscal 2013 Wholesale and United States operating income included a $3.0 million donation to the Movado Group Foundation.
69
(7) The United States and International net sales are net of intercompany sales of $305.1 million, $338.6 million and $269.3 million
for the years ended January 31, 2015, 2014 and 2013, respectively.
(8) The United States operating income included $19.3 million, $26.5 million and $27.2 million of unallocated corporate expenses
for the twelve months ended January 31, 2015, 2014 and 2013, respectively.
(9) The International operating income included $47.1 million, $44.2 million and $40.2 million of certain intercompany profits
related to the Company’s supply chain operations for the twelve months ended January 31, 2015, 2014 and 2013, respectively.
NOTE 14 - QUARTERLY FINANCIAL DATA (UNAUDITED)
The following table presents unaudited selected interim operating results of the Company for fiscal 2015 and 2014 (in thousands,
except per share amounts):
Fiscal 2015
Net sales
Gross profit
Income before income taxes
Net income
Net income attributed to Movado Group, Inc.
Basic income per share:
Net income attributed to Movado Group, Inc.
Diluted income per share:
Net income attributed to Movado Group, Inc.
Fiscal 2014
Net sales (1)
Gross profit (2)
Income before income taxes (2)(3)(4)
Net income (2)(3)(4)(5)
Net income attributed to Movado Group, Inc.
(1)(2)(3)(4)(5)
Basic income per share:
Net income attributed to Movado Group, Inc.
Diluted income per share:
Net income attributed to Movado Group, Inc.
1st
2nd
3rd
4th
Quarter
120,921 $
65,151 $
10,862 $
7,429 $
7,365 $
143,591 $
77,606 $
17,079 $
12,170 $
12,151 $
188,557 $
99,842 $
33,306 $
22,417 $
22,209 $
133,911
67,383
9,917
9,884
10,051
0.29 $
0.48 $
0.88 $
0.40
0.29 $
0.47 $
0.87 $
0.40
110,010 $
59,919 $
11,489 $
8,179 $
138,301 $
74,818 $
16,941 $
12,654 $
189,685 $
101,270 $
33,984 $
23,414 $
132,259
69,254
6,504
7,297
8,210 $
12,454 $
23,019 $
7,193
0.32 $
0.49 $
0.90 $
0.28
0.32 $
0.48 $
0.89 $
0.28
$
$
$
$
$
$
$
$
$
$
$
$
$
$
As each quarter is calculated as a discrete period, the sum of the four quarters may not equal the calculated full year amount. This is in
accordance with prescribed reporting requirements.
(1) Net sales in the fourth quarter of fiscal 2014 includes a pre-tax charge of $7.8 million for anticipated returns in fiscal 2015, as a
result of the Company’s decision to reduce the presence of ESQ Movado while expanding the Movado brand offering in certain
retail doors.
(2) Gross profit in the fourth quarter of fiscal 2014 includes a $2.5 million pre-tax duty refund received relating to payments
made by the Company in calendar years 2008 through 2011 for drawback claims filed with U.S. Customs and Border Protection
and a $7.5 million pre-tax charge related to the anticipated ESQ Movado product returns and the write down of ESQ Movado
excess inventory. This charge resulted from the Company’s strategic decision to reduce the presence of ESQ Movado watches
while expanding the Movado brand offering in certain retail doors.
Income before income taxes in the fourth quarter of fiscal 2014 includes a $2.0 million donation to the Movado Group
Foundation recorded in SG&A expenses and a $0.8 million pre-tax charge to SG&A expenses, related to the write down of
excess displays and point of sale materials, as a result of the Company’s decision to reduce the presence of ESQ Movado while
expanding the Movado brand offering in certain retail doors.
Income before income taxes in the first quarter of fiscal 2014 consists of a pre-tax gain of $1.5 million recorded in other income,
related to the sale of a building.
(3)
(4)
(5) Net income in the second quarter of 2014 includes a benefit of $1.0 million related to U.S. and foreign tax settlements and the
release of uncertain tax positions.
70
NOTE 15 - SUPPLEMENTAL CASH FLOW INFORMATION
The following is provided as supplemental information to the consolidated statements of cash flows (in thousands):
Cash paid during the year for:
Interest
Income taxes paid / (received) (1)
Supplemental disclosures of non-cash investing activities:
Additions to property, plant and equipment included in
accrued liabilities
$
$
$
Fiscal Year Ended January 31,
2014
2013
2015
226 $
12,493 $
282 $
8,013 $
212
6,520
127 $
- $
1,705
(1) Fiscal 2015, 2014 and 2013 income taxes paid / (received) includes payments of $12.5 million, $8.1 million and $6.8 million
taxes paid, respectively.
NOTE 16 – OTHER INCOME
Other income for the twelve months ended January 31, 2014 consisted of a $1.5 million pre-tax gain on the sale of a building. The
Company received cash proceeds from the sale of $2.2 million in the first quarter of fiscal year 2014. Prior to the sale, the building
had been classified as an asset held for sale in other current assets.
NOTE 17 – NET INCOME ATTRIBUTABLE TO MOVADO GROUP, INC. AND TRANSFERS TO NONCONTROLLING
INTEREST
Net income attributable to Movado Group, Inc.
Transfers to the noncontrolling interest
Decrease in Movado Group, Inc.’s paid in capital for
purchase of 39% of MGS common shares
Net transfers to noncontrolling interest
Change from net income attributable to Movado Group,
For Fiscal Year Ended January 31,
(in thousands)
2014
2013
2015
$
51,776 $
50,877 $
57,083
-
-
-
-
(3,362)
(3,362)
Inc. and transfers to noncontrolling interest
$
51,776 $
50,877 $
53,721
In the U.K., the Company signed a joint venture agreement (the “JV Agreement”) on May 11, 2007, with Swico Limited (“Swico”),
an English company with established distribution, marketing and sales operations in the U.K. Swico had been the Company’s
exclusive distributor of HUGO BOSS watches in the U.K. since 2005. Under the JV Agreement, the Company and Swico controlled
51% and 49%, respectively, of MGS Distribution Limited, an English company (“MGS”) responsible for the marketing, distribution
and sale in the U.K. of the Company’s licensed brands. On January 30, 2013, a mutual agreement was reached by the Company and
Swico to terminate the JV Agreement. This resulted in the Company acquiring additional shares in MGS from Swico, thereby
increasing its ownership interest in MGS to 90%. Henceforth the Company manages MGS as a wholly-owned subsidiary, with Swico
continuing to provide logistical support and after-sale service for the brands distributed by MGS in the U.K. which, in addition to the
Company’s licensed brands, also includes Movado and Ebel watches.
NOTE 18 – TREASURY STOCK
On March 21, 2013, 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, depending on market conditions, share price and other factors. The
Company may purchase shares of its common stock through open market purchases, repurchase programs, block trades or
otherwise. On November 25, 2014, the Board increased the amount of the share repurchase authorization to $100.0 million. This
authorization expires on January 31, 2016. During the twelve months ended January 31, 2015, the Company repurchased a total of
833,973 shares of its common stock at a total cost of approximately $26.4 million, or an average of $31.63 per share. During the
twelve months ended January 31, 2014, the Company repurchased a total of 272,533 shares of its common stock at a total cost of
approximately $10.5 million, or an average of $38.48 per share, which included 27,000 shares repurchased from the Movado Group
Foundation at a total cost of approximately $1.1 million or an average of $39.21 per share.
71
NOTE 19 – RECENT ACCOUNTING PRONOUNCEMENTS
In August 2014, FASB issued 2014-15, “Presentation of Financial Statements-Going Concern.” This pronouncement provides
guidance on the Company’s responsibility to perform interim and annual assessments of an entity’s ability to continue as a going
concern and to provide related disclosure requirements. This pronouncement applies to all entities and is effective for annual periods
ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. This pronouncement will not have a
material impact on the Company’s consolidated financial statements.
In May 2014, FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” This pronouncement affects any entity that
either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets,
unless those contracts are within the scope of other standards (for example, insurance contracts or lease contracts). The core principle
of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an
amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This
pronouncement provides alternative methods of retrospective adoption and is effective for fiscal years, and interim periods within
those years, beginning after December 15, 2016. Early adoption is not permitted. The Company is evaluating the effect of adopting
this pronouncement, but the adoption is not expected to have a material impact on the Company’s consolidated financial statements.
72
Schedule II
MOVADO GROUP, INC.
VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
Year ended January 31, 2015:
Description
Doubtful accounts
Returns
Other sales allowances
Total
Year ended January 31, 2014:
Doubtful accounts
Returns (1) *
Other sales allowances
Total
Year ended January 31, 2013:
Doubtful accounts
Returns *
Other sales allowances (2)
Total
Balance at
beginning
of year
Net provision
charged to
operations
Currency
revaluation Net write-offs
Balance at
end of year
$
$
$
$
$
$
3,315 $
16,323
3,462
23,100 $
4,356 $
7,448
8,205
20,009 $
7,741 $
8,353
2,664
18,758 $
1,188 $
25,194
6,372
32,754 $
612 $
35,515
5,189
41,316 $
— $
26,130
10,223
36,353 $
(132) $
(87 )
(105)
(324) $
(1,124) $
(32,694)
(4,661)
(38,479) $
(27) $
(63 )
(52)
(142) $
(1,626) $
(26,577)
(9,880)
(38,083) $
46 $
(15 )
28
59 $
(3,431) $
(27,020)
(4,710)
(35,161) $
3,247
8,736
5,068
17,051
3,315
16,323
3,462
23,100
4,356
7,448
8,205
20,009
(1)
(2)
In fiscal 2014, net provision and the ending balance for returns includes a $7.8 million sales reserve, for anticipated returns in
fiscal 2015 which resulted from the Company’s decision to reduce the presence of ESQ Movado while expanding the Movado
brand offering in certain retail doors.
In fiscal 2013, net provision and the ending balance for other allowances includes a sales allowance of $4.9 million related to
the repositioning of the Coach watch.
* Certain reclassifications were made to conform to the fiscal 2015 presentation.
Description
Year ended January 31, 2015:
Deferred tax asset valuation (1)
Year ended January 31, 2014:
Deferred tax asset valuation (2)
Year ended January 31, 2013:
Deferred tax asset valuation (3)
Balance at
beginning of
year
Net provision
charged to
operations
Currency
revaluation Adjustments
Balance at
end of year
$
$
$
7,798 $
— $
(801 ) $
1,310 $
8,307
11,491 $
— $
(201 ) $
(3,492) $
7,798
32,856 $
— $
(375 ) $
(20,990) $
11,491
(1) The detail of adjustments is as follows:
Prior year adjustments and tax rate changes
P&L adjustments
$
$
29
1,281
1,310
(2) The detail of adjustments is as follows:
Prior year adjustments and tax rate changes
Reversal due to merger / liquidations
P&L adjustments
$
$
238
(2,302 )
(1,428 )
(3,492 )
(3) The detail of adjustments is as follows:
Expired tax losses
Prior year adjustments and tax rate changes
OCI Adjustments
P&L Adjustments
$
(208)
(23)
(942)
(19,817)
$ (20,990)
S-1