8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 27, 2021

MOVADO GROUP, INC.
(Exact name of registrant as specified in its charter)
NEW YORK	1-16497	13-2595932
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(State or other jurisdiction<br><br>of incorporation)	(Commission<br><br>File Number)	(I.R.S. Employer<br><br>Identification No.)
650 FROM ROAD, SUITE 375<br><br> <br>PARAMUS, NEW JERSEY 07652-3556
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(Address of principal executive offices) (Zip Code)
(201) 267-8000
(Registrant’s Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange<br><br> <br>on which registered
Common stock, par value $0.01 per share	MOV	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02	Results of Operations and Financial Condition.

On May 27, 2021, Movado Group, Inc. (the “Company”) issued a press release announcing first quarter results for the period ended April 30, 2021. The press release is attached hereto as Exhibit 99.1.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release issued May 27, 2021 announcing first quarter results for the period ended April 30, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 27, 2021

MOVADO GROUP, INC.
By:	/s/ Mitchell C.<br> Sussis
Name:	Mitchell C. Sussis
Title:	Senior Vice President and General Counsel

EXHIBIT 99.1

CONTACT:	ICR, Inc.
	Rachel Schacter/Allison Malkin
	203-682-8200

FINAL

MOVADO GROUP,INC. ANNOUNCES FIRST QUARTER FISCAL 2022RESULTS

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~ Net Salesof $134.8 million Increases 93.5% From the Prior Year Quarter ~

~ U.S. NetSales Exceed Pre-pandemic Level for 1^st^ Quarter by 10.8% ~

~ DeliversRecord 1^st^ Quarter Operating Income ~

~ Company ProvidesFiscal Year Outlook ~

~ Board DeclaresQuarterly Dividend ~

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Paramus, NJ – May 27, 2021 -- Movado Group, Inc. (NYSE: MOV) today announced first quarter results for the period ended April 30, 2021.

Fiscal 2022 First Quarter Highlights (see tablebelow for GAAP and Non-GAAP measures)

·	Delivered topline growth with an increase of 93.5% over first quarter fiscal<br>2021. Total net sales decreased 8.0% as compared to pre-pandemic first quarter fiscal 2020 with a 10.8% increase in U.S. net sales offset<br>by a 20.8% decrease in International net sales reflecting the continued closure of retail stores in Europe and Latin America
·	Drove adjusted gross margin expansion of 420 bps from prior year period<br>to 55.0% and rose 110 bps from first quarter fiscal 2020
·	Generated first quarter adjusted operating income of $14.1 million as compared<br>to an adjusted operating loss of $17.6 million last year and adjusted operating income of $7.2 million in the first quarter of fiscal<br>2020
·	Delivered adjusted diluted earnings per share of $0.43 as compared to ($0.56)<br>in the prior year period and $0.24 in the pre-pandemic first quarter of fiscal 2020
·	Maintained strong balance sheet at quarter end, including cash of $187.0<br>million, a 4.4% decline in inventory and a $72.5 million reduction in debt from prior year quarter end

Efraim Grinberg, Chairman and Chief Executive Officer, stated, “We had an outstanding start to the year, reporting strength across key financial and operational metrics with a significant increase in net sales,

expansion in gross margin and reduction in expenses, fueling record first quarter operating income with robust earnings growth both year-over-year and as compared to pre-pandemic levels achieved in the first quarter of fiscal 2020. This strong performance reflects the ongoing success of our strategy to maximize the power of our brands with sought-after innovation, improved digital capabilities and high-impact social media and marketing. As a result, demand for our watches and jewelry in the quarter exceeded our expectations across our wholesale and brick and mortar retail businesses where consumer mobility returned. We also saw continued strength in our digital channel across both owned and third party sites. Notably, we are very encouraged by our Movado brand’s exceptional performance, including the momentum behind our Movado.com ecommerce site, which grew by over 250% compared to the first quarter of fiscal 2021. We continued our rigorous cost control as we focus on maintaining agility in light of the ongoing impact of COVID-19 on certain parts of our international operations, most significantly in Europe and Latin America. We could not be more proud of our teams around the world as they worked together to execute against our growth strategies and strengthen our overall positioning.”

Mr. Grinberg continued, “As we look to the remainder of the year, we feel good about the underlying momentum of our business and the growth prospects across our portfolio of brands. However, we remain cautious given continued uncertainty relating to the pandemic. We are hopeful that as more people become vaccinated, we will see an acceleration in reopening of markets in Europe and Latin America. Given our momentum from the first quarter combined with the strength of our balance sheet, we are well positioned to deliver sustainable growth over the long-term.”

Non-GAAP Items (see attached table for GAAPand Non-GAAP measures)

First quarter fiscal 2022 results of operations included the following charges:

·	a $0.7 million pre-tax charge, or $0.6 million after tax, representing $0.03<br>per diluted share, associated with the amortization of acquired intangible assets related to the acquisition of Olivia Burton; and
·	a $0.1 million pre-tax charge, or $0.1 million after tax, representing $0.00<br>per diluted share, associated with the amortization of acquired intangible assets and deferred compensation related to the acquisition<br>of MVMT.

First quarter fiscal 2021 results of operations included the following charges:

·	a $155.9 million adjustment, or $131.1 million after tax, representing $5.66<br>per diluted share, related to the impairment of goodwill and certain intangible assets;
·	a $0.7 million pre-tax charge, or $0.6 million after tax, representing $0.02<br>per diluted share, associated with the amortization of acquired intangible assets related to the acquisition of Olivia Burton;
·	a $0.7 million pre-tax charge, or $0.4 million after tax, representing $0.02<br>per diluted share, associated with the amortization of acquired intangible assets and deferred compensation related to the acquisition<br>of MVMT; and
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·	a $7.2 million pre-tax adjustment, or $5.0 million after tax, or $0.22 per<br>diluted share, related to costs due to corporate initiatives taken in response to the COVID-19 pandemic.
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First Quarter Fiscal 2022Results (see attached table for GAAP and non-GAAP measures)

·	Net sales increased 93.5% to $134.8 million compared to $69.7 million in<br>the first quarter of fiscal 2021. Net sales on a constant dollar basis increased 87.2% compared to the first quarter of fiscal 2021. U.S.<br>net sales increased 130.9% as compared to the first quarter of last year and increased 10.8% as compared to pre-pandemic first quarter<br>fiscal 2020. International net sales increased 67.5% as compared to the first quarter of last year and decreased 20.8% as compared to<br>pre-pandemic first quarter of fiscal 2020.
·	Gross profit was $74.2 million, or 55.0% of net sales, compared to $31.9<br>million, or 45.8% of net sales, in the first quarter of fiscal 2021. Adjusted gross profit for the first quarter of fiscal 2021 was $35.4<br>million or 50.8%, which excludes $3.5 million related to the inventory reserves recorded as a result of the COVID-19 pandemic. The increase<br>in adjusted gross margin percentage was primarily the result of leveraging certain fixed costs as a result of higher sales, favorable<br>changes in channel and product mix and favorable foreign currency exchange rates.
·	Operating expenses were $60.9 million, compared to $214.1 million in the<br>first quarter of fiscal 2021. Adjusted operating expenses for the first quarter of fiscal 2022 were $60.1 million, which excludes<br>the operating expense charges mentioned above in the Non-GAAP Items section. For the first quarter of fiscal 2021, adjusted operating<br>expenses were $53.0 million, which excludes the operating expense charges mentioned above in the Non-GAAP Items section. The increase<br>in adjusted operating expenses was primarily due to higher marketing expenses and performance-based compensation, partially offset by<br>the Company’s initiative to minimize all operating expenses, including non-essential operating expenses, and certain selling and<br>payroll related expenses. As a percent of sales, adjusted operating expenses decreased to 44.6% of sales from 76.1% in the prior year<br>period primarily due to sales leverage.
·	Operating income was $13.3 million compared to operating loss of $182.2<br>million in the same period last year. Adjusted operating income for the first quarter of fiscal 2022 was $14.1 million, which excludes<br>the fiscal 2022 charges listed above in the Non-GAAP Items section and compares to adjusted operating loss for the first quarter of fiscal<br>2021 of $17.6 million, which excludes the fiscal 2021 charges listed above in the Non-GAAP Items section.
·	The<br> Company recorded a tax provision of $3.3 million, compared to a tax benefit of $32.3 million<br> in the first quarter of last year. The first quarter of fiscal 2022 included a benefit of<br> $0.2 million primarily associated with the amortization of acquired intangible assets related<br> to Olivia Burton and MVMT. The
first quarter of fiscal 2021 included a benefit of $0.1 million associated<br>with the amortization of acquired intangible assets related to Olivia Burton, a $0.3 million benefit related to the amortization of acquired<br>intangible assets and deferred compensation related to MVMT, a $24.9 million benefit related to the tax deductible portion of the impairment<br>of goodwill and certain intangible assets, and a $2.2 million benefit related to corporate initiatives taken in response to the COVID-19<br>pandemic.
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·	Net income was $9.4 million, or $0.40 per diluted share, compared to net<br>loss of $150.0 million, or ($6.48) per diluted share, in the same quarter last year. In the first quarter of fiscal 2022, adjusted net<br>income was $10.1 million, or $0.43 per diluted share, which excludes the fiscal 2022 charges listed above in the Non-GAAP Items section<br>after the associated tax effects described in the immediately preceding bullet. For the first quarter of fiscal 2021, adjusted net loss<br>was $12.9 million, or ($0.56) per diluted share, which excludes the fiscal 2021 charges listed above in the Non-GAAP Items section after<br>the associated tax effects described in the immediately preceding bullet.
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Fiscal 2022 Outlook

While the Company continues to see the negative impact of COVID-19 related store closures and restrictions on consumer mobility across several regions including Europe and Latin America, its operations in other parts of the world have benefited from the relaxation of restrictions which, along with the continued strength in ecommerce, has contributed to its strong first quarter performance. The Company remains hopeful that more markets will reopen as more people become vaccinated. Taking these factors into account, the Company currently expects fiscal 2022 net sales in a range of approximately $650 million to $665 million, gross profit of approximately 54% to 55% of net sales and operating profit in a range of 10% to 11% of net sales. Assuming no changes to the current tax rules, the Company anticipates a 25% effective tax rate for the fiscal year. The outlook excludes approximately $3.0 million of amortization of the acquired intangible assets and deferred compensation for fiscal 2022 related to the Olivia Burton and MVMT brands. The Company's outlook assumes no further significant fluctuations from prevailing foreign currency exchange rates.

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Quarterly Dividend and ShareRepurchase Program

The Company also announced that on May 27, 2021, the Board of Directors approved the payment on June 23, 2021 of a cash dividend in the amount of $0.20 for each share of the Company’s outstanding common stock and class A common stock held by shareholders of record as of the close of business on June 9, 2021.

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During the first quarter of fiscal 2022, the Company repurchased approximately 11,200 shares under its share repurchase program. As of April 30, 2021, the Company had $24.7 million remaining under the $25.0 million share repurchase authorization.

Conference Call

The Company’s management will host a conference call and audio webcast to discuss its results today, May 27^th^, at 9:00 a.m. Eastern Time. The conference call may be accessed by dialing (877) 407-0784. Additionally, a live webcast of the call can be accessed at www.movadogroup.com. The webcast will be archived on the Company’s website approximately one hour after the conclusion of the call. Additionally, a telephonic replay of the call will be available from 12:00 p.m. ET on May 27, 2021 until 11:59 p.m. ET on June 10, 2021 and can be accessed by dialing (844) 512-2921 and entering replay pin number 13719857.

Movado Group, Inc. designs, sources, and distributes MOVADO®, MVMT®, OLIVIA BURTON®, EBEL®, CONCORD®, COACH®, TOMMY HILFIGER®, HUGO BOSS®, LACOSTE®, and SCUDERIA FERRARI® watches worldwide, and operates Movado company stores in the United States and Canada.

In this release, the Company presents certainfinancial measures that are not calculated according to generally accepted accounting principles in the United States (“GAAP”).Specifically, the Company is presenting adjusted gross profit, adjusted gross margin, adjusted operating expenses and adjusted operatingincome, which are gross profit, gross margin, operating expenses and operating income, respectively, under GAAP, adjusted to eliminatethe amortization of acquisition accounting adjustments related to the Olivia Burton and MVMT acquisitions, corporate initiatives andthe impairment of goodwill and certain intangible assets. The Company is also presenting adjusted tax provision, which is the tax provisionunder GAAP, adjusted to eliminate the impact of charges for the Olivia Burton and MVMT acquisitions, corporate initiatives and the impairmentof goodwill and certain intangible assets. The Company believes these adjusted measures are useful because they give investors informationabout the Company’s financial performance without the effect of certain items that the Company believes are not characteristicof its usual operations. The Company is also presenting adjusted net income, adjusted earnings per share and adjusted effective tax rate,which are net income, earnings per share and effective tax rate, respectively, under GAAP, adjusted to eliminate the after-tax impactof amortization of acquisition accounting adjustments related to the Olivia Burton and MVMT acquisitions, corporate initiatives and theimpairment of goodwill and certain intangibles. The Company believes that adjusted net income, adjusted earnings per share and adjustedeffective tax rate are useful measures of performance because they give investors information about the Company’s financial performancewithout the effect of certain items that the Company believes are not characteristic of its usual operations. Additionally, the Companyis presenting constant currency information to provide a framework to assess how its business performed excluding the effects of foreigncurrency exchange rate fluctuations in the current period. Comparisons of financial results on a constant dollar basis are calculatedby translating each foreign currency at the same U.S. dollar exchange rate as in effect for the prior-year period for both periods beingcompared. The Company believes this information is useful to investors to facilitate comparisons of operating results. These non-GAAPfinancial measures are designed to complement the GAAP financial information presented in this release. The non-GAAP financial measurespresented should not be considered in isolation from or as a substitute for the comparable GAAP financial measures, and the methods oftheir calculation may differ substantially from similarly titled measures used by other companies.

This press release contains certain forward-looking statements withinthe meaning of the Private Securities Litigation Reform Act of 1995. The Company has tried, whenever possible, to identify these forward-lookingstatements using words such as “expects,” “anticipates,” “believes,” “targets,” “goals,”“projects,” “intends,” “plans,” “seeks,” “estimates,” “may,”“will,” “should” and variations of such words and similar expressions. Similarly, statements in this press releasethat describe the Company's business strategy, outlook, objectives, plans, intentions or goals are also forward-looking statements. Accordingly,such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause the Company's actualresults, performance or achievements and levels of future dividends to differ materially from those expressed in, or implied by, thesestatements. These risks and uncertainties may include, but are not limited to general economic and business conditions which may impactdisposable income of consumers in the United States and the other significant markets (including Europe) where the Company’s productsare sold, uncertainty regarding such economic and business conditions, trends in consumer debt levels and bad debt write-offs, generaluncertainty related to possible terrorist attacks, natural disasters, pandemics, including the effect of the COVID-19 pandemic and otherdiseases on travel and traffic in the Company’s retail stores and the stores of its wholesale customers, supply disruptions anddelivery delays from the Company’s suppliers as a result of the COVID-19 pandemic, adverse impact on the Company’s wholesalecustomers and customer traffic in the Company’s stores as a result of increased uncertainty and economic disruption caused by theCOVID-19 pandemic, uncertainty relating to the availability and efficacy of vaccines and treatments for COVID-19, the impact of the UnitedKingdom’s exit from the European Union, defaults on or downgrades of sovereign debt and the impact of any of those events on consumerspending, changes in consumer preferences and popularity of particular designs, new product development and introduction, decrease inmall traffic and increase in e-commerce, the ability of

the Company to successfully implement its businessstrategies, competitive products and pricing, the impact of “smart” watches and other wearable tech products on the traditionalwatch market, seasonality, availability of alternative sources of supply in the case of the loss of any significant supplier or any supplier’sinability to fulfill the Company’s orders, the loss of or curtailed sales to significant customers, the Company’s dependenceon key employees and officers, the ability to successfully integrate the operations of acquired businesses without disruption to otherbusiness activities, the possible impairment of acquired intangible assets including goodwill if the carrying value of any reporting unitwere to exceed its fair value, volatility in reported earnings resulting from changes in the estimated fair value of contingent acquisitionconsideration, the continuation of the Company’s major warehouse and distribution centers, the continuation of licensing arrangementswith third parties, losses possible from pending or future litigation and administrative proceedings, the ability to secure and protecttrademarks, patents and other intellectual property rights, the ability to lease new stores on suitable terms in desired markets and tocomplete construction on a timely basis, the ability of the Company to successfully manage its expenses on a continuing basis, informationsystems failure or breaches of network security, complex and quickly-evolving regulations regarding privacy and data protection, the continuedavailability to the Company of financing and credit on favorable terms, business disruptions, and general risks associated with doingbusiness outside the United States including, without limitation, import duties, tariffs (including retaliatory tariffs), quotas, politicaland economic stability, changes to existing laws or regulations, and success of hedging strategies with respect to currency exchange ratefluctuations, and the other factors discussed in the Company’s Annual Report on Form 10-K and other filings with the Securitiesand Exchange Commission. These statements reflect the Company's current beliefs and are based upon information currently available toit. Be advised that developments subsequent to this press release are likely to cause these statements to become outdated with the passageof time. The Company assumes no duty to update its forward looking statements and this release shall not be construed to indicate theassumption by the Company of any duty to update its outlook in the future.

(Tables to follow)

MOVADOGROUP, INC.

CONSOLIDATEDSTATEMENTS OF OPERATIONS

(Inthousands, except per share data)

(Unaudited)

	Three Months<br> Ended
	April<br> 30,
	2021			2020
Net sales	$	134,798		$	69,666
Cost of sales		60,596			37,773
Gross profit		74,202			31,893
Operating expenses		60,946			58,137
Impairment<br> of goodwill and intangible assets		–			155,919
Total operating expenses		60,946			214,056
Operating income/(loss)		13,256			(182,163	)
Other income		100			15
Interest<br> expense		(275	)		(271	)
Income/(loss) before income<br> taxes		13,081			(182,419	)
Provision/(benefit)<br> for income taxes		3,330			(32,330	)
Net income/(loss)		9,751			(150,089	)
Less: Net<br> income/(loss) attributable to noncontrolling interests		342			(96	)
Net income/(loss)<br> attributable to Movado Group, Inc.	$	9,409		$	(149,993	)
Diluted Income Per Share Information
Net income/(loss) attributable<br> to Movado Group, Inc.	$	0.40		$	(6.48	)
Weighted diluted average shares outstanding		23,741			23,141

MOVADOGROUP, INC.

GAAPAND NON-GAAP MEASURES

(Inthousands, except for percentage data)

(Unaudited)

	As Reported
	Three Months Ended
	April 30,				% Change
	2021		2020
Total net sales, as reported	$	134,798	$	69,666		93.5%
Total net sales, constant dollar basis	$	130,440	$	69,666		87.2%

MOVADO GROUP, INC.

GAAP AND NON-GAAP MEASURES

(In thousands, except per share data)

(Unaudited)

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****	Net Sales		Gross Profit		Operating Income/<br><br> <br>(Loss)		****	Pre-tax Income/<br><br> <br>(Loss)		****	Provision/<br><br> <br>(Benefit) for Income Taxes		****	Net Income/<br><br> <br>(Loss) Attributable to Movado Group, Inc.		****	Diluted EPS
Three Months Ended April 30,<br> 2021
As Reported (GAAP)	$	134,798	$	74,202	$	13,256		$	13,081		$	3,330		$	9,409		$	0.40
Olivia Burton Costs (1)		–		–		721			721			137			584			0.03
MVMT Costs (2)		–		–		131			131			33			98			0.00
Adjusted Results<br> (Non-GAAP)	$	134,798	$	74,202	$	14,108		$	13,933		$	3,500		$	10,091		$	0.43
Three<br> Months Ended April 30, 2020
As Reported (GAAP)	$	69,666	$	31,893	$	(182,163	)	$	(182,419	)	$	(32,330	)	$	(149,993	)	$	(6.48	)
Olivia Burton Costs (1)		–		–		685			685			119			566			0.02
MVMT Costs (2)		–		–		697			697			265			432			0.02
Goodwill and Intangible Asset Impairment (3)		–		–		155,919			155,919			24,867			131,052			5.66
Corporate Initiatives (4)		–		3,508		7,240			7,240			2,239			5,001			0.22
Adjusted Results<br> (Non-GAAP)	$	69,666	$	35,401	$	(17,622	)	$	(17,878	)	$	(4,840	)	$	(12,942	)	$	(0.56	)

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(1)	Related to the amortization of acquired intangible assets for<br>Olivia Burton.
(2)	Related to the amortization of acquired intangible assets,<br>accounting adjustments and deferred compensation of MVMT, where applicable.
(3)	Related to the impairment of goodwill and impairment of certain<br>of MVMT's intangible assets.
(4)	Related to provision due to the impact to the business of the<br>COVID-19 pandemic.

MOVADOGROUP, INC.

CONSOLIDATEDBALANCE SHEETS

(Inthousands)

(Unaudited)

	April 30,		January 31,		April 30,
	2021		2021		2020
ASSETS
Cash and cash equivalents	$	186,950	$	223,811	$	187,830
Trade receivables, net		78,584		76,931		49,765
Inventories		169,966		152,580		177,832
Other current assets		23,649		23,479		26,529
Income taxes receivable		24,305		24,850		520
Total current assets		483,454		501,651		442,476
Property, plant and equipment, net		20,599		22,349		26,934
Operating lease right-of-use assets		72,836		76,070		86,444
Deferred and non-current income taxes		41,528		42,507		67,281
Other intangibles, net		16,300		17,081		18,272
Other non-current assets		59,989		59,599		56,506
Total assets	$	694,706	$	719,257	$	697,913
LIABILITIES AND EQUITY
Accounts payable	$	34,595	$	28,187	$	19,241
Accrued liabilities		45,687		51,124		39,489
Accrued payroll and benefits		9,727		18,047		6,768
Current operating lease liabilities		15,413		15,861		15,053
Income taxes payable		9,128		14,452		13,064
Total current liabilities		114,550		127,671		93,615
Loans payable to bank, non current		10,000		21,230		82,510
Deferred and non-current income taxes payable		21,280		21,895		25,085
Non-current operating lease liabilities		65,568		68,412		78,471
Other non-current liabilities		51,528		50,115		44,721
Redeemable noncontrolling interest		2,560		2,600		2,966
Shareholders' equity		426,777		425,264		369,799
Noncontrolling interest		2,443		2,070		746
Total equity		429,220		427,334		370,545
Total liabilities, redeemable noncontrolling interest and equity	$	694,706	$	719,257	$	697,913

MOVADOGROUP, INC.

CONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS

(Inthousands)

(Unaudited)

	Three Months Ended
	April<br> 30,
	2021			2020
Cash flows from operating activities:
Net income/(loss)	$	9,409		$	(149,993	)
Impairment of goodwill and intangible assets		–			155,919
Non-cash corporate initiatives		–			7,240
Depreciation and amortization		3,173			3,885
Other non-cash adjustments		2,288			(39,572	)
Changes in working capital		(31,262	)		(2,677	)
Changes in non-current assets and liabilities		1,019			(383	)
Net cash used in operating activities		(15,373	)		(25,581	)
Cash flows from investing activities:
Capital expenditures		(407	)		(926	)
Tradenames and other intangibles		(44	)		(41	)
Net cash used in investing activities		(451	)		(967	)
Cash flows from financing activities:
Repayment of bank borrowings		(11,140	)		–
Proceeds from bank borrowings		–			30,879
Dividends paid		(6,962	)		–
Stock awards and options exercised and other changes		(1,385	)		(367	)
Stock repurchase		(316	)		–
Net cash (used in)/provided by financing activities		(19,803	)		30,512
Effect of exchange rate changes on cash, cash equivalents, and restricted cash		(1,249	)		(2,007	)
Net change in cash, cash equivalents, and restricted cash		(36,876	)		1,957
Cash, cash equivalents, and restricted cash at beginning of period		224,423			186,438
Cash, cash equivalents, and restricted cash at end of period	$	187,547		$	188,395
Reconciliation of cash, cash equivalents, and restricted cash:
Cash and cash equivalents	$	186,950		$	187,830
Restricted cash included in other non-current assets		597			565
Cash, cash equivalents, and restricted cash	$	187,547		$	188,395