UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
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(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
|
| (Address of principal executive offices) (Zip Code) |
| (Registrant’s Telephone Number, Including Area Code) |
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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) | ||
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Securities registered pursuant to Section 12(b) of the Act:
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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 June 9, 2020, Movado Group, Inc. (the “Company”) issued a press release announcing first quarter results for the period ended April 30, 2020. 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 June 9, 2020 announcing first quarter results for the period ended April 30, 2020. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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: June 9, 2020
| MOVADO GROUP, INC. | |||
| By: | /s/ Mitchell C. Sussis | ||
| Name: | Mitchell C. Sussis | ||
| Title: | Senior Vice President and General Counsel | ||
|
CONTACT:
|
ICR, Inc.
|
|
|
Rachel Schacter/Allison Malkin
|
||
|
203-682-8200
|
| • |
Temporarily furloughed approximately 850 employees, or approximately 80% of its North American workforce, and temporarily reduced the workrate of international employees while
applying for available government payroll subsidies in accordance with local government guidelines and programs;
|
| • |
Temporarily reduced salaries for its salaried employees by 15% to 25% (other than Chairman and Chief Executive Officer Efraim Grinberg, who volunteered to temporarily forego all
salary), and the Board of Directors waived the cash portion of their compensation;
|
| • |
Temporarily reduced staffing to minimal levels at all Company warehouses worldwide;
|
| • |
Implemented measures to minimize all non-essential operating expenses and capital expenditures and to conserve cash;
|
| • |
Suspended its match on executive deferred compensation plans and the Company's 401(k) match;
|
| • |
Temporarily closed all company-owned stores, which operate throughout the U.S. and in Canada and the U.K.;
|
| • |
Borrowed an additional approximately $30 million on its revolving credit facility in March 2020; and
|
| • |
Discontinued the quarterly dividend and suspended its share repurchase program until further notice.
|
| • |
$155.9 million adjustment, or $131.1 million after tax, representing $5.66 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 per diluted share, associated with the amortization of acquired intangible assets related to the
acquisition of Olivia Burton;
|
| • |
$0.7 million pre-tax charge, or $0.4 million after tax, representing $0.02 per diluted share, associated with the amortization of acquired intangible assets and deferred
compensation related to the acquisition of MVMT; and
|
| • |
$7.2 million pre-tax adjustment, or $5.0 million after tax, or $0.22 per diluted share, related to costs due to corporate initiatives taken in response to the COVID-19 pandemic.
|
| • |
$0.7 million pre-tax charge, or $0.6 million after tax, representing $0.02 per diluted share, associated with the amortization of acquired intangible assets related to Olivia
Burton; and
|
| • |
$1.5 million pre-tax charge, or $1.1 million after tax, representing $0.05 per diluted share, associated with the amortization of acquired intangible assets, accounting adjustments
and deferred compensation related to the acquisition of MVMT.
|
| • |
Net sales decreased 52.5% to $69.7 million compared to $146.5 million in the first quarter of last year. Net sales on a constant dollar basis decreased 52.0% compared to net sales
for the first quarter of fiscal 2020.
|
| • |
Gross profit was $31.9 million, or 45.8% of net sales, compared to $78.9 million, or 53.8% of net sales, in the first quarter of last year. Adjusted gross profit for the first
quarter of fiscal 2021 was $35.4 million or 50.8%, which excludes $3.5 million related to the inventory reserves recorded as a result of the COVID-19 pandemic. This compares to adjusted gross profit for the first quarter of fiscal 2020 of
$79.0 million, or 53.9% of net sales, which excludes $0.1 million in adjustments associated with the amortization of acquisition accounting adjustments related to the MVMT acquisition. The decrease in adjusted gross margin percentage was
primarily the result of decreased leverage on fixed costs due to decreased sales, U.S. special tariff headwinds, unfavorable changes in channel and product mix and unfavorable foreign currency exchange rates.
|
|
•
|
Operating expenses were $214.1 million, compared to $73.9 million in the first quarter of last year. For the first quarter of fiscal 2021, adjusted operating expenses were $53.0 million, which excludes
the operating expense charges mentioned above in the Non-GAAP Items section. For the first quarter of fiscal 2020, adjusted operating expenses were $71.9 million, which excludes $0.7 million of expenses associated with the amortization
of acquired intangible assets related to Olivia Burton and $1.3 million in adjustments associated with the amortization of acquired intangible assets, accounting adjustments and deferred compensation related to the MVMT acquisition. The
decrease in adjusted operating expenses was primarily due to the Company’s initiative to minimize all non-essential operating expenses such as certain marketing, selling and payroll related expenses.
|
|
•
|
Operating loss was $182.2 million compared to operating income of $5.0 million in the same period last year. Adjusted operating loss for the first quarter of fiscal 2021 was
$17.6 million, which excludes the fiscal 2021 charges listed above in the Non-GAAP Items section, compared to adjusted operating income for the first quarter of fiscal 2020 of $7.2 million, which excludes the fiscal 2020 charges
listed above in the Non-GAAP Items section.
|
| • |
The Company recorded a tax benefit of $32.3 million, compared to a tax provision of $0.8 million in the first quarter of last year. The first quarter of fiscal 2021 included a
benefit of $0.1 million associated with the amortization of acquired intangible assets related to Olivia Burton, a $0.3 million benefit related to the amortization of acquired intangible assets and deferred compensation related to MVMT, a
$24.9 million benefit related to the tax deductible portion of the impairment of goodwill and certain intangible assets, and a $2.2 million benefit related to corporate initiatives taken in response to the COVID-19 pandemic. The first
quarter of fiscal 2021 also included a benefit of $4.1 million related to the provisions of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The CARES Act, among other things, allows U.S. net operating losses
generated in fiscal 2021 to be carried back up to five years into taxable years with a U.S. statutory tax rate of 35.0%, and to offset 100% of regular taxable income in such years. The first quarter of fiscal 2020 included a benefit of
$0.1 million associated with the amortization of acquired intangible assets related to Olivia Burton and a $0.4 million benefit related to the amortization of acquired intangible assets, accounting adjustments and deferred compensation
related to MVMT.
|
| • |
Net loss was $150.0 million, or ($6.48) per diluted share, compared to net income of $3.9 million, or $0.17 per diluted share, in the same quarter last year. For the first quarter
of fiscal 2021, adjusted net loss 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 the associated tax effects described in the immediately preceding
bullet. In the first quarter of fiscal 2020, adjusted net income was $5.6 million, or $0.24 per diluted share, which excludes the fiscal 2020 charges listed above in the Non-GAAP Items section after the associated tax effects described in
the immediately preceding bullet.
|
|
Three Months Ended
|
||||||||
|
April 30,
|
||||||||
|
2020
|
2019
|
|||||||
|
Net sales
|
$
|
69,666
|
$
|
146,549
|
||||
|
Cost of sales
|
37,773
|
67,676
|
||||||
|
Gross profit
|
31,893
|
78,873
|
||||||
|
Operating expenses
|
58,137
|
73,899
|
||||||
|
Impairment of goodwill and intangible assets
|
155,919
|
-
|
||||||
|
Total operating expenses
|
214,056
|
73,899
|
||||||
|
Operating (loss)/income
|
(182,163
|
)
|
4,974
|
|||||
|
Interest expense
|
(271
|
)
|
(224
|
)
|
||||
|
Interest income
|
15
|
21
|
||||||
|
(Loss)/Income before income taxes
|
(182,419
|
)
|
4,771
|
|||||
|
(Benefit)/Provision for income taxes
|
(32,330
|
)
|
847
|
|||||
|
Net (loss)/income
|
(150,089
|
)
|
3,924
|
|||||
|
Less: Net loss attributable to noncontrolling interests
|
(96
|
)
|
(1
|
)
|
||||
|
Net (loss)/income attributable to Movado Group, Inc.
|
$
|
(149,993
|
)
|
$
|
3,925
|
|||
|
Diluted Income Per Share Information
|
||||||||
|
Net (loss)/income attributable to Movado Group, Inc.
|
$
|
(6.48
|
)
|
$
|
0.17
|
|||
|
Weighted diluted average shares outstanding
|
23,141
|
23,452
|
||||||
|
As Reported
|
||||||||||||
|
Three Months Ended
|
||||||||||||
|
April 30,
|
% Change
|
|||||||||||
|
2020
|
2019
|
|||||||||||
|
Total net sales, as reported
|
$
|
69,666
|
$
|
146,549
|
-52.5
|
%
|
||||||
|
Total net sales, constant dollar basis
|
$
|
70,352
|
$
|
146,549
|
-52.0
|
%
|
||||||
|
Net Sales
|
Gross Profit
|
Operating (Loss)/Income
|
Pre-tax (Loss)/Income
|
(Benefit)/Provision for Income Taxes
|
Net (Loss)/Income Attributable to Movado Group, Inc.
|
Diluted EPS
|
||||||||||||||||||||||
|
Three 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 (Non-GAAP)
|
$
|
69,666
|
$
|
35,401
|
$
|
(17,622
|
)
|
$
|
(17,878
|
)
|
$
|
(4,840
|
)
|
$
|
(12,942
|
)
|
$
|
(0.56
|
)
|
|||||||||
|
Three Months Ended April 30, 2019
|
||||||||||||||||||||||||||||
|
As Reported (GAAP)
|
$
|
146,549
|
$
|
78,873
|
$
|
4,974
|
$
|
4,771
|
$
|
847
|
$
|
3,925
|
$
|
0.17
|
||||||||||||||
|
Olivia Burton Costs (1)
|
-
|
-
|
712
|
712
|
135
|
577
|
0.02
|
|||||||||||||||||||||
|
MVMT Costs (2)
|
-
|
140
|
1,473
|
1,473
|
354
|
1,119
|
0.05
|
|||||||||||||||||||||
|
Adjusted Results (Non-GAAP)
|
$
|
146,549
|
$
|
79,013
|
$
|
7,159
|
$
|
6,956
|
$
|
1,336
|
$
|
5,621
|
$
|
0.24
|
||||||||||||||
|
(1)
|
Related to the amortization of acquired intangible assets for Olivia Burton.
|
|
(2)
|
Related to the amortization of acquired intangible assets, accounting adjustments and deferred compensation of MVMT, where applicable.
|
|
(3)
|
Related to the impairment of goodwill for MVMT, Olivia Burton and City Time and impairment of certain of MVMT's intangible assets.
|
|
(4)
|
Related to costs due to the impact to the business of the COVID-19 pandemic.
|
|
April 30,
|
January 31,
|
April 30,
|
||||||||||
|
2020
|
2020
|
2019
|
||||||||||
|
ASSETS
|
||||||||||||
|
Cash and cash equivalents
|
$
|
187,830
|
$
|
185,872
|
$
|
150,712
|
||||||
|
Trade receivables, net
|
49,765
|
78,388
|
85,715
|
|||||||||
|
Inventories
|
177,832
|
171,406
|
178,048
|
|||||||||
|
Other current assets
|
27,049
|
28,888
|
32,631
|
|||||||||
|
Total current assets
|
442,476
|
464,554
|
447,106
|
|||||||||
|
Property, plant and equipment, net
|
26,934
|
29,238
|
26,065
|
|||||||||
|
Operating lease right-of-use assets
|
86,444
|
89,523
|
87,353
|
|||||||||
|
Deferred and non-current income taxes
|
67,281
|
25,403
|
24,913
|
|||||||||
|
Goodwill
|
-
|
136,366
|
135,685
|
|||||||||
|
Other intangibles, net
|
18,272
|
42,359
|
46,570
|
|||||||||
|
Other non-current assets
|
56,506
|
59,865
|
60,969
|
|||||||||
|
Total assets
|
$
|
697,913
|
$
|
847,308
|
$
|
828,661
|
||||||
|
LIABILITIES AND EQUITY
|
||||||||||||
|
Accounts payable
|
$
|
19,241
|
$
|
35,488
|
$
|
37,477
|
||||||
|
Accrued liabilities
|
39,489
|
44,210
|
44,886
|
|||||||||
|
Accrued payroll and benefits
|
6,768
|
6,302
|
7,185
|
|||||||||
|
Current operating lease liabilities
|
15,053
|
15,083
|
13,771
|
|||||||||
|
Income taxes payable
|
13,064
|
8,217
|
8,663
|
|||||||||
|
Total current liabilities
|
93,615
|
109,300
|
111,982
|
|||||||||
|
Loans payable to bank, non current
|
82,510
|
51,910
|
49,060
|
|||||||||
|
Deferred and non-current income taxes payable
|
25,085
|
25,419
|
29,071
|
|||||||||
|
Non-current operating lease liabilities
|
78,471
|
81,877
|
79,877
|
|||||||||
|
Other non-current liabilities
|
44,721
|
48,393
|
65,394
|
|||||||||
|
Redeemable noncontrolling interest
|
2,966
|
3,165
|
3,636
|
|||||||||
|
Shareholders' equity
|
369,799
|
526,537
|
489,641
|
|||||||||
|
Noncontrolling interest
|
746
|
707
|
-
|
|||||||||
|
Total equity
|
370,545
|
527,244
|
489,641
|
|||||||||
|
Total liabilities, redeemable noncontrolling interest and equity
|
$
|
697,913
|
$
|
847,308
|
$
|
828,661
|
||||||
|
Three Months Ended
|
||||||||
|
April 30,
|
||||||||
|
2020
|
2019
|
|||||||
|
Cash flows from operating activities:
|
||||||||
|
Net (loss)/income
|
$
|
(149,993
|
)
|
$
|
3,925
|
|||
|
Impairment of goodwill and intangible assets
|
155,919
|
-
|
||||||
|
Corporate initiatives
|
7,240
|
-
|
||||||
|
Depreciation and amortization
|
3,885
|
3,872
|
||||||
|
Other non-cash adjustments
|
(39,572
|
)
|
2,002
|
|||||
|
Changes in working capital
|
(2,677
|
)
|
(34,660
|
)
|
||||
|
Changes in non-current assets and liabilities
|
(383
|
)
|
(754
|
)
|
||||
|
Net cash used in operating activities
|
(25,581
|
)
|
(25,615
|
)
|
||||
|
Cash flows from investing activities:
|
||||||||
|
Capital expenditures
|
(926
|
)
|
(2,204
|
)
|
||||
|
Tradenames and other intangibles
|
(41
|
)
|
(63
|
)
|
||||
|
Net cash used in investing activities
|
(967
|
)
|
(2,267
|
)
|
||||
|
Cash flows from financing activities:
|
||||||||
|
Proceeds from bank borrowings
|
30,879
|
-
|
||||||
|
Dividends paid
|
-
|
(4,591
|
)
|
|||||
|
Stock repurchase
|
-
|
(2,616
|
)
|
|||||
|
Stock awards and options exercised and other changes
|
(367
|
)
|
(1,234
|
)
|
||||
|
Net cash provided by/(used in) financing activities
|
30,512
|
(8,441
|
)
|
|||||
|
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
(2,007
|
)
|
(2,889
|
)
|
||||
|
Net change in cash, cash equivalents, and restricted cash
|
1,957
|
(39,212
|
)
|
|||||
|
Cash, cash equivalents, and restricted cash at beginning of period
|
186,438
|
190,459
|
||||||
|
Cash, cash equivalents, and restricted cash at end of period
|
$
|
188,395
|
$
|
151,247
|
||||
|
Reconciliation of cash, cash equivalents, and restricted cash:
|
||||||||
|
Cash and cash equivalents
|
$
|
187,830
|
$
|
150,712
|
||||
|
Restricted cash included in other non-current assets
|
565
|
535
|
||||||
|
Cash, cash equivalents, and restricted cash
|
$
|
188,395
|
$
|
151,247
|
||||