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 that past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,’’ “accelerated filer,’’ “smaller reporting company,’’ and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the registrant’s Common Stock and Class A Common Stock as of August ~~22, 2017~~21, 2018 were ~~16,319,145~~16,526,932 and ~~6,651,950,~~6,623,030, respectively.

	July 31,			January 31,			July 31,			July 31,			January 31,			July 31,
	2017			2017			2016			2018			2018			2017
ASSETS
Current assets:
Cash and cash equivalents	$	162,417		$	256,279		$	205,795		$	175,583		$	214,811		$	162,417
Trade receivables, net		81,513			66,847			72,737			83,818			83,098			81,513
Inventories		176,967			153,167			186,090			171,417			151,676			176,967
Other current assets		31,825			28,487			34,807			37,852			32,015			31,825
Total current assets		452,722			504,780			499,429			468,670			481,600			452,722
Property, plant and equipment, net		31,412			34,173			35,726			24,533			24,671			31,412
Deferred and non-current income taxes		24,924			24,837			20,656			8,074			6,443			24,924
Goodwill		56,116			—			—			55,744			60,269			56,116
Other intangibles, net		23,184			1,633			1,837			19,976			23,124			23,184
Other non-current assets		45,715			42,379			41,088			50,251			49,273			45,715
Total assets	$	634,073		$	607,802		$	598,736		$	627,248		$	645,380		$	634,073
LIABILITIES AND EQUITY
Current liabilities:
Loans payable to bank, current	$	5,000		$	5,000		$	3,000		$	—		$	25,000		$	5,000
Accounts payable		35,174			27,192			26,013			34,578			24,364			35,174
Accrued liabilities		44,192			35,061			37,676			50,054			47,943			44,192
Income taxes payable		1,730			4,149			2,120			5,996			2,989			1,730
Total current liabilities		86,096			71,402			68,809			90,628			100,296			86,096
Loans payable to bank		25,000			25,000			35,000			—			—			25,000
Deferred and non-current income taxes payable		7,759			3,322			3,089			29,718			33,063			7,759
Other non-current liabilities		37,060			34,085			32,206			43,548			41,686			37,060
Total liabilities		155,915			133,809			139,104			163,894			175,045			155,915
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; 27,291,230, 27,176,656 and 27,137,049 shares issued and outstanding, respectively		273			272			271
Class A Common Stock, $0.01 par value, 30,000,000 shares authorized; 6,651,950, 6,644,105 and 6,644,105 shares issued and outstanding, respectively		67			66			66
Common Stock, $0.01 par value, 100,000,000 shares authorized; 27,643,809, 27,342,802 and 27,291,230 shares issued and outstanding, respectively											276			273			273
Class A Common Stock, $0.01 par value, 30,000,000 shares authorized; 6,623,030, 6,641,950 and 6,651,950 shares issued and outstanding, respectively											66			66			67
Capital in excess of par value		187,852			185,354			182,185			198,246			189,808			187,852
Retained earnings		411,275			415,919			396,432			396,041			388,739			411,275
Accumulated other comprehensive income		85,478			76,780			83,413			80,402			100,343			85,478
Treasury Stock, 10,972,873, 10,869,321 and 10,830,958 shares, respectively, at cost		(206,787	)		(204,398	)		(203,384	)
Treasury Stock, 11,117,050, 11,046,671 and 10,972,873 shares, respectively, at cost											(211,677	)		(208,894	)		(206,787	)
Total Movado Group, Inc. shareholders' equity		478,158			473,993			458,983			463,354			470,335			478,158
Noncontrolling interests		—			—			649
Total equity		478,158			473,993			459,632
Total liabilities and equity	$	634,073		$	607,802		$	598,736		$	627,248		$	645,380		$	634,073

	Three Months Ended July 31,							Six Months Ended July 31,						Three Months Ended July 31,						Six Months Ended July 31,
	2017			2016			��	2017			2016			2018			2017			2018			2017
Net sales	$	128,781		$	128,086			$	228,046		$	242,149		$	144,093		$	128,781		$	271,242		$	228,046
Cost of sales		62,655			57,823				112,783			110,569			66,259			62,655			125,884			112,783
Gross profit		66,126			70,263				115,263			131,580			77,834			66,126			145,358			115,263
Selling, general, and administrative		57,809			60,172				110,594			116,111			64,974			57,809			124,359			110,594
Operating income		8,317			10,091				4,669			15,469			12,860			8,317			20,999			4,669
Interest expense		(390	)		(331	)			(746	)		(706	)		(162	)		(390	)		(384	)		(746	)
Interest income		129			36				251			93			57			129			114			251
Income before income taxes		8,056			9,796				4,174			14,856			12,755			8,056			20,729			4,174
Provision for income taxes (Note 10)		2,574			3,441				2,851			5,164			3,615			2,574			3,474			2,851
Net income		5,482			6,355				1,323			9,692
Less: Net income attributed to noncontrolling interests		—			49				—			78
Net income attributed to Movado Group, Inc.	$	5,482		$	6,306			$	1,323		$	9,614		$	9,140		$	5,482		$	17,255		$	1,323

Basic income per share:
Weighted basic average shares outstanding		23,085			23,092				23,080			23,083			23,245			23,085			23,172			23,080
Net income per share attributed to Movado Group, Inc.	$	0.24		$	0.27			$	0.06		$	0.42		$	0.39		$	0.24		$	0.74		$	0.06

Diluted income per share:
Weighted diluted average shares outstanding		23,218			23,192				23,253			23,237			23,712			23,218			23,585			23,253
Net income per share attributed to Movado Group, Inc.	$	0.24		$	0.27			$	0.06		$	0.41		$	0.39		$	0.24		$	0.73		$	0.06

Dividends declared per share		0.13		$	0.13				0.26		$	0.26		$	0.20		$	0.13		$	0.40		$	0.26

	Six Months Ended July 31,						Six Months Ended July 31,
	2017			2016			2018			2017
Cash flows from operating activities:
Net income including noncontrolling interests	$	1,323		$	9,692
Net income							$	17,255		$	1,323
Adjustments to reconcile net income to net cash (used in) operating activities:
Depreciation and amortization		6,009			5,688			6,495			6,009
Transactional (gains) / losses		(444	)		1,925
Transactional losses / (gains)								287			(444	)
Write-down of inventories		886			867			1,113			886
Deferred income taxes		9			142			(2,363	)		9
Stock-based compensation		2,433			4,026			2,823			2,433
Cost savings initiative		6,419			—			—			6,419
Changes in assets and liabilities:
Trade receivables		(10,267	)		(1,614	)		(4,253	)		(10,267	)
Inventories		(18,774	)		(21,134	)		(25,415	)		(18,774	)
Other current assets		(2,237	)		(5,271	)		(9,558	)		(2,237	)
Accounts payable		7,102			(1,806	)		10,955			7,102
Accrued liabilities		911			(1,196	)		2,134			911
Income taxes payable		(3,090	)		(4,392	)		4,074			(3,090	)
Other non-current assets		(3,250	)		(4,863	)		(1,319	)		(3,250	)
Other non-current liabilities		2,948			3,603			1,903			2,948
Net cash (used in) operating activities		(10,022	)		(14,333	)
Net cash provided by / (used in) operating activities								4,131			(10,022	)
Cash flows from investing activities:
Capital expenditures		(2,005	)		(1,796	)		(5,060	)		(2,005	)
Short-term investment		—			(154	)
Restricted cash deposits		1,018			(1,156	)		—			1,018
Trademarks and other intangibles		(463	)		(263	)		(217	)		(463	)
Acquisition, net of cash acquired		(78,991	)		—			—			(78,991	)
Net cash (used in) investing activities		(80,441	)		(3,369	)		(5,277	)		(80,441	)
Cash flows from financing activities:
Proceeds from bank borrowings		—			3,000
Repayments of bank borrowings		—			(5,000	)		(25,000	)		—
Stock options exercised and other changes		(733	)		(1,248	)		4,825			(733	)
Dividends paid		(5,967	)		(5,970	)		(9,229	)		(5,967	)
Stock repurchase		(1,655	)		(2,858	)		(2,057	)		(1,655	)
Net cash (used in) financing activities		(8,355	)		(12,076	)		(31,461	)		(8,355	)
Effect of exchange rate changes on cash and cash equivalents		4,956			7,385
Net (decrease) in cash and cash equivalents		(93,862	)		(22,393	)
Cash and cash equivalents at beginning of period		256,279			228,188
Cash and cash equivalents at end of period	$	162,417		$	205,795
Effect of exchange rate changes on cash , cash equivalents, and restricted cash								(6,621	)		4,956
Net (decrease) in cash, cash equivalents and restricted cash								(39,228	)		(93,862	)
Cash, cash equivalents, and restricted cash at beginning of period								215,411			256,879
Cash, cash equivalents, and restricted cash at end of period							$	176,183		$	163,017

Reconciliation of cash, cash equivalents, and restricted cash:
Cash and cash equivalents								175,583		$	162,417
Restricted cash included in other non-current assets								600			600
Cash, cash equivalents, and restricted cash							$	176,183		$	163,017

The accompanying interim unaudited consolidated financial statements have been prepared by Movado Group, Inc. (the “Company”), in a manner consistent with that used in the preparation of the annual audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, ~~2017~~2018 (the ~~“2017~~“2018 Annual Report on Form 10-K”). The unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which require the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the unaudited consolidated financial statements and the reported amounts of revenues and expenses during the periods reported. Actual results could differ from those estimates. In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments, consisting of only normal and recurring adjustments, necessary for a fair statement of the financial position and results of operations for the periods presented. The consolidated balance sheet data at January 31, ~~2017~~2018 is derived from the audited annual financial statements, which are included in the Company’s ~~2017~~2018 Annual Report on Form 10-K and should be read in connection with these interim unaudited financial statements. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the full year.

~~Certain~~As discussed below in Note 2 Accounting Pronouncements Recently Adopted, certain reclassifications were made to prior years’ financial statement amounts and related note disclosures to conform to fiscal ~~2018~~2019 presentation. As a result of the adoption of ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting,” excess tax benefits and deficiencies related to sharebased compensation are reported as operating activities in the statement of cash flows.

NOTE 2 ~~- CHANGES TO CRITICAL ACCOUNTING POLICIES~~– ACCOUNTING PRONOUNCEMENTS RECENTLY ADOPTED

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) which supersedes nearly all existing revenue recognition guidance. Subsequent to the issuance of Topic 606, the ~~acquisition~~FASB clarified the guidance through several Accounting Standard Updates; hereinafter the collection of ~~JLB Brands Ltd., the owner of the Olivia Burton brand, in the second quarter of fiscal~~revenue guidance is referred to as “ASC 606”.

On February 1, 2018, the Company ~~has made~~adopted ASC 606 using the ~~following additions~~modified retrospective method and the Company recognized a reduction of $0.7 million to ~~its critical accounting policies related to intangible assets and goodwill (see~~opening retained earnings as the cumulative effect of adopting the new revenue standard. This adjustment did not have a material impact on the Company’s Consolidated Financial Statements. (See Note 17 ~~– Acquisitions)~~- Revenue for additional disclosures required by ASC 606).

In ~~accordance with applicable guidance,~~November 2016, the ~~Company estimates and records~~FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230) — Restricted Cash,” which requires that a statement of cash flows explain the ~~fair value of purchased intangible assets at~~change during the ~~time of its acquisition, which~~period in the ~~acquisition~~total of cash, cash equivalents, and amounts generally described as restricted cash and restricted cash equivalents. With this standard, amounts generally described as restricted cash or restricted cash equivalents should be included with cash and cash equivalents when reconciling the ~~Olivia Burton brand primarily consist~~beginning of ~~a trade name~~period and ~~customer relationships.~~end of period total amounts shown on the statement of cash flows. The ~~fair values~~Company adopted this guidance on February 1, 2018, and the guidance has been retrospectively applied to all periods presented. The changes to the beginning of these intangible assets are estimated based on independent third-party appraisals. Finite-lived intangible assets are amortized over their respective estimated useful lives and are evaluated for impairment periodically whenever events or changesperiod balances presented in ~~circumstances indicate that their related carrying values may not be fully recoverable. Estimates~~the consolidated statement of ~~fair value for finite-lived intangible assets are primarily determined using discounted~~ cash flows ~~with consideration of market comparisons and recent transactions. This approach may use significant estimates and assumptions, including projected future cash flows, discount rates and growth rates.~~are as follows (in thousands):

At the time of acquisition, in accordance with applicable guidance, the Company records all acquired net assets at their estimated fair values. These estimated fair values are based on management’s assessments and independent third-party appraisals. The excess of the purchase consideration over the aggregate estimated fair values of the acquired net assets is recorded as goodwill.

Goodwill will not be amortized but will be assessed for impairment at least annually. Under applicable guidance, the Company generally performs its annual goodwill impairment analysis using a qualitative approach to determine whether it is more likely than not that the fair value of goodwill is less than its carrying value. If, based on the results of the qualitative assessment, it is concluded that it is more likely than not that the fair value of goodwill is less than its carrying value, a quantitative test is performed. The Company early adopted ASU 2017-04 “Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment” (see Note 14 – Accounting Changes and Recent Accounting Pronouncements) on a prospective basis during the second quarter of fiscal 2018 in light of goodwill in the period, associated with the acquisition of the Olivia Burton brand.

The quantitative impairment test is performed to measure the amount of impairment loss, if any. The quantitative impairment test identifies the existence of potential impairment by comparing the fair value of each reporting unit with its carrying value, including goodwill. If a reporting unit’s carrying amount exceeds its fair value, the Company will record an impairment charge, as an operating expense item, based on that difference. The impairment charge will be limited to the amount of goodwill allocated to that reporting unit.

Determination of the fair value of a reporting unit and the fair value of individual assets and liabilities of a reporting unit is based on management's assessment, including the consideration of independent third-party appraisals when necessary. Furthermore, this determination is subjective in nature and involves the use of significant estimates and assumptions. These estimates and assumptions could have a significant impact on whether or not an impairment charge is recognized and the amount of any such charge. Estimates of fair value are primarily determined using discounted cash flows, market comparisons, and recent transactions. These approaches use significant estimates and assumptions, including projected future cash flows, discount rates, growth rates, and determination of appropriate market comparisons.

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:

The following tables present the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis (in thousands) as of July 31, ~~2017~~2018 and ~~2016~~2017 and January 31, ~~2017:~~2018:

			Fair Value at July 31, 2017									Fair Value at July 31, 2018
		Balance Sheet Location	Level 1		Level 2		Level 3		Total		Balance Sheet Location	Level 1		Level 2		Level 3		Total
Assets:
Available-for-sale securities		Other current assets	$	313	$	—	$	—	$	313	Other current assets	$	187	$	—	$	—	$	187
Short-term investment		Other current assets		161		—		—		161	Other current assets		156		—		—		156
SERP assets - employer		Other non-current assets		1,394		—		—		1,394	Other non-current assets		1,262		—		—		1,262
SERP assets - employee		Other non-current assets		34,007		—		—		34,007	Other non-current assets		38,970		—		—		38,970
Hedge derivatives		Other current assets		—		402		—		402	Other current assets		—		161		—		161
Total	Total		$	35,875	$	402	$	—	$	36,277		$	40,575	$	161	$	—	$	40,736
Liabilities:
SERP liabilities - employee		Other non-current liabilities	$	34,007	$	—	$	—	$	34,007	Other non-current liabilities	$	38,970	$	—	$	—	$	38,970
Hedge derivatives		Accrued liabilities		—		489		—		489	Accrued liabilities		—		481		—		481
Total	Total		$	34,007	$	489	$	—	$	34,496		$	38,970	$	481	$	—	$	39,451

			Fair Value at January 31, 2017									Fair Value at January 31, 2018
		Balance Sheet Location	Level 1		Level 2		Level 3		Total		Balance Sheet Location	Level 1		Level 2		Level 3		Total
Assets:
Available-for-sale securities		Other current assets	$	309	$	—	$	—	$	309	Other current assets	$	275	$	—	$	—	$	275
Short-term investment		Other current assets		154		—		—		154	Other current assets		164		—		—		164
SERP assets - employer		Other non-current assets		1,091		—		—		1,091	Other non-current assets		994		—		—		994
SERP assets - employee		Other non-current assets		30,831		—		—		30,831	Other non-current assets		38,577		—		—		38,577
Hedge derivatives		Other current assets		—		145		—		145	Other current assets		—		544		—		544
Total	Total		$	32,385	$	145	$	—	$	32,530		$	40,010	$	544	$	—	$	40,554
Liabilities:
SERP liabilities - employee		Other non-current liabilities	$	30,831	$	—	$	—	$	30,831	Other non-current liabilities	$	38,577	$	—	$	—	$	38,577
Hedge derivatives		Accrued liabilities		—		211		—		211	Accrued liabilities		—		46		—		46
Total	Total		$	30,831	$	211	$	—	$	31,042		$	38,577	$	46	$	—	$	38,623

The fair values of the Company’s available-for-sale securities are based on quoted prices. The fair value of the short-term investment, which is a guaranteed investment certificate, is based on its purchase price plus one half of a percent calculated annually. 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 Swiss franc and Euro exchange rate risks. Fair values of the Company’s hedge derivatives are calculated based on quoted foreign exchange rates and quoted interest rates. ~~The carrying amount of debt approximated fair value as of July 31, 2017.~~

The components of equity for the six months ended July 31, ~~2017~~2018 and ~~2016~~2017 are as follows (in thousands):

																							Movado Group, Inc. Shareholders' Equity
																							Common Stock (1)		Class A Common Stock (2)		Capital in Excess of Par Value			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Income			Total
Balance, January 31, 2018																							$	273	$	66	$	189,808		$	388,739		$	(208,894	)	$	100,343		$	470,335
Net income																															17,255									17,255
Dividends																															(9,229	)								(9,229	)
Adoption of new revenue recognition Standard ( Topic 606)																															(724	)								(724	)
Stock repurchase																																		(2,057	)					(2,057	)
Stock options exercised																								3				5,548						(726	)					4,825
Supplemental executive retirement plan																												67												67
Stock-based compensation expense																												2,823												2,823
Net unrealized gain on investments, net of tax of $19																																					64			64
Net change in effective portion of hedging contracts, net of tax benefit of $20																																					(104	)		(104	)
Foreign currency translation adjustment (3)																																				$	(19,901	)	$	(19,901	)
Balance, July 31, 2018																							$	276	$	66	$	198,246		$	396,041		$	(211,677	)	$	80,402		$	463,354
	Movado Group, Inc. Shareholders' Equity
	Common Stock (1)		Class A Common Stock (2)		Capital in Excess of Par Value			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Income			Noncontrolling Interests			Total			Common Stock (1)		Class A Common Stock (2)		Capital in Excess of Par Value			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Income			Total
Balance, January 31, 2017	$	272	$	66	$	185,354		$	415,919		$	(204,398	)	$	76,780		$	—		$	473,993		$	272	$	66	$	185,354		$	415,919		$	(204,398	)	$	76,780		$	473,993
Net income									1,323												1,323										1,323									1,323
Dividends									(5,967	)											(5,967	)									(5,967	)								(5,967	)
Stock repurchase												(1,655	)								(1,655	)												(1,655	)					(1,655	)
Stock options exercised		1		1		(1	)					(734	)								(733	)		1		1		(1	)					(734	)					(733	)
Supplemental executive retirement plan						66															66							66												66
Stock-based compensation expense						2,433															2,433							2,433												2,433
Net unrealized gain on investments, net of tax of $0															1						1
Net change in effective portion of hedging contracts, net of tax benefit of $79															(411	)					(411	)
Net unrealized gain on investments, net of tax benefit of $0																																					1			1
Net change in effective portion of hedging contracts, net of tax of $79																																					(411	)		(411	)
Foreign currency translation adjustment (3)															9,108						9,108																9,108			9,108
Balance, July 31, 2017	$	273	$	67	$	187,852		$	411,275		$	(206,787	)	$	85,478		$	—		$	478,158		$	273	$	67	$	187,852		$	411,275		$	(206,787	)	$	85,478		$	478,158

	Common Stock (1)		Class A Common Stock (2)		Capital in Excess of Par Value			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Income			Noncontrolling Interests			Total
Balance, January 31, 2016	$	270	$	66	$	178,118		$	392,788		$	(199,195	)	$	68,505		$	595		$	441,147
Net income									9,614									78			9,692
Dividends									(5,970	)											(5,970	)
Stock repurchase												(2,858	)								(2,858	)
Stock options exercised, net of tax of $160		1				(78	)					(1,331	)								(1,408	)
Supplemental executive retirement plan						119															119
Stock-based compensation expense						4,026															4,026
Net unrealized gain on investments, net of tax benefit of $3															2						2
Net change in effective portion of hedging contracts, net of tax of $14															74						74
Foreign currency translation adjustment (3)															14,832			(24	)		14,808
Balance, July 31, 2016	$	271	$	66	$	182,185		$	396,432		$	(203,384	)	$	83,413		$	649		$	459,632

The Company follows accounting guidance which 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 watches of quality owned brands and licensed brands, in addition to revenue generated from after-sales service activities and shipping. The Retail segment includes the Company’s retail outlet locations.

The Company divides its business into two major geographic locations: United States operations, and International, which includes the results of all non-U.S. 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), the Middle East and Asia accounted for ~~26.4%~~32.1%, ~~10.2%~~11.2%, ~~9.3%~~8.8% and ~~6.1%~~6.9%, respectively, of the Company’s total net sales for the three months ended July 31, ~~2017.~~2018. For the three months ended July 31, ~~2016,~~2017, the Company’s International operations in Europe, the Americas (excluding the United States), the Middle East and Asia accounted for ~~22.3%~~26.4%, ~~8.3%~~10.2%, ~~10.0%~~9.3% and ~~7.2%~~6.1%, respectively, of the Company’s total net sales.

The Company’s International operations in Europe, the Americas (excluding the United States), the Middle East and Asia accounted for 32.3%, 11.0%, 9.6% and 7.4%, respectively, of the Company’s total net sales for the six months ended July 31, 2018. For the six months ended July 31, 2017, the Company’s International operations in Europe, the Americas (excluding the United States), the Middle East and Asia accounted for 27.8%, 10.4%, 8.9% and 6.1%, respectively, of the Company’s total net sales for the six months ended July 31, 2017. For the six months ended July 31, 2016, the Company’s International operations in Europe, the Americas (excluding the United States), the Middle East and Asia accounted for 22.8%, 9.2%, 9.3% and 6.3%, respectively, of the Company’s total net sales. ~~Substantially all of the Company’s tangible International assets are located in Switzerland and Hong Kong.~~

Operating Segment Data for the Three Months Ended July 31, ~~2017~~2018 and ~~2016~~2017 (in thousands):

	Net Sales				Net Sales
	2017		2016		2018		2017
Wholesale:
Owned brands category	$	46,339	$	46,643	$	51,533	$	46,339
Licensed brands category		62,529		61,571		69,722		62,529
After-sales service and all other		2,150		2,997		1,827		2,150
Total Wholesale		111,018		111,211		123,082		111,018
Retail		17,763		16,875		21,011		17,763
Consolidated total	$	128,781	$	128,086	$	144,093	$	128,781

	Operating Income (3) (4)				Operating Income (3) (4)
	2017		2016		2018		2017
Wholesale	$	4,797	$	6,633	$	8,202	$	4,797
Retail		3,520		3,458		4,658		3,520
Consolidated total	$	8,317	$	10,091	$	12,860	$	8,317

Operating Segment Data for the Six Months Ended July 31, ~~2017~~2018 and ~~2016~~2017 (in thousands):

	Total Assets						Net Sales
	July 31, 2017		January 31, 2017		July 31, 2016		2018		2017
Wholesale	$	609,893	$	584,518	$	575,903
Wholesale:
Owned brands category							$	93,116	$	79,481
Licensed brands category								135,573		113,899
After-sales service and all other								6,493		4,798
Total Wholesale								235,182		198,178
Retail		24,180		23,284		22,833		36,060		29,868
Consolidated total	$	634,073	$	607,802	$	598,736	$	271,242	$	228,046

Geographic Location Data for the Three Months Ended July 31, ~~2017~~2018 and ~~2016~~2017 (in thousands):

	Net Sales				Operating Income / (Loss) (3) (4)					Net Sales				Operating Income / (Loss) (3) (4)
	2017		2016		2017		2016			2018		2017		2018			2017
United States (1)	$	61,845	$	66,823	$	1,401	$	(392	)	$	59,020	$	61,845	$	(2,209	)	$	1,401
International (2)		66,936		61,263		6,916		10,483			85,073		66,936		15,069			6,916
Consolidated total	$	128,781	$	128,086	$	8,317	$	10,091		$	144,093	$	128,781	$	12,860		$	8,317

United States and International net sales are net of intercompany sales of ~~$62.3~~$76.5 million and ~~$72.4~~$62.3 million for the three months ended July 31, ~~2017~~2018 and ~~2016,~~2017, respectively.

Geographic Location Data for the Six Months Ended July 31, ~~2017~~2018 and ~~2016~~2017 (in thousands):

	Net Sales				Operating (Loss) / Income (3) (4)						Net Sales				Operating Income / (Loss) (3) (4)
	2017		2016		2017			2016			2018		2017		2018			2017
United States (1)	$	106,640	$	126,880	$	(8,380	)	$	(1,785	)	$	107,862	$	106,640	$	(8,191	)	$	(8,380	)
International (2)		121,406		115,269		13,049			17,254			163,380		121,406		29,190			13,049
Consolidated total	$	228,046	$	242,149	$	4,669		$	15,469		$	271,242	$	228,046	$	20,999		$	4,669

United States and International net sales are net of intercompany sales of ~~$124.6~~$141.1 million and ~~$155.9~~$124.6 million for the six months ended July 31, ~~2017~~2018 and ~~2016,~~2017, respectively.

	Total Assets						Total Assets
	July 31, 2017		January 31, 2017		July 31, 2016		July 31, 2018		January 31, 2018		July 31, 2017
United States	$	216,929	$	207,246	$	221,081	$	206,346	$	188,346	$	216,929
International		417,144		400,556		377,655		420,902		457,034		417,144
Consolidated total	$	634,073	$	607,802	$	598,736	$	627,248	$	645,380	$	634,073

	Property, Plant and Equipment, Net						Property, Plant and Equipment, Net
	July 31, 2017		January 31, 2017		July 31, 2016		July 31, 2018		January 31, 2018		July 31, 2017
United States	$	17,521	$	19,197	$	21,686	$	16,771	$	16,570	$	17,521
International		13,891		14,976		14,040		7,762		8,101		13,891
Consolidated total	$	31,412	$	34,173	$	35,726	$	24,533	$	24,671	$	31,412

	July 31, 2017		January 31, 2017		July 31, 2016		July 31, 2018		January 31, 2018		July 31, 2017
Finished goods	$	132,659	$	112,297	$	134,421	$	129,587	$	112,712	$	132,659
Component parts		41,932		38,482		47,717		39,880		37,404		41,932
Work-in-process		2,376		2,388		3,952		1,950		1,560		2,376
	$	176,967	$	153,167	$	186,090	$	171,417	$	151,676	$	176,967

On January 30, 2015, the Company, together with Movado Group Delaware Holdings Corporation, Movado Retail Group, Inc. and Movado LLC (collectively, 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 (the “Security Agreement”).

As of July 31, ~~2017, $30.0 million in~~2018, there were no loans ~~were~~ drawn under the Facility. Additionally, approximately $0.3 million in letters of credit, which were outstanding under the Borrower’s pre-existing asset-based revolving credit facility that was concurrently terminated when the Credit Agreement became effective, are deemed to be issued and outstanding under the Facility. As of July 31, ~~2017,~~2018, availability under the Facility was approximately ~~$69.7~~$99.7 million.

Borrowings under the Facility bear interest at rates selected periodically by the Company at LIBOR plus a spread ranging from 1.25% to 1.75% per annum, based on the Company’s consolidated leverage ratio, or at a base rate plus a spread ranging from 0.25% to 0.75% per annum based on the Company’s consolidated leverage ratio (as defined in the Credit Agreement). ~~At July 31, 2017, the Company’s spreads were 1.25% over LIBOR and 0.25% over the base rate.~~ The Company has also agreed to pay certain fees and expenses and to 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, 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 Borrowers’ 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 (as defined in the Credit Agreement) test of $50.0 million, measured at the end of each fiscal quarter based on the four most recent fiscal quarters and a consolidated leverage ratio (as defined in the Credit Agreement) covenant not to exceed 2.50 to 1.00, measured as of the last day of each fiscal quarter. As of July 31, ~~2017,~~2018, the Company was in compliance with its covenants under the Credit Agreement.

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.

As of July 31, 2017, the Company classified $5.0 million of the outstanding balance under the Facility as current based on voluntary payments estimated to be made in the next twelve months, with the remainder classified as long-term debt based on the 2020 maturity date of the Facility and the Company’s intent and ability to refinance its obligations thereunder.

~~As of July 31, 2017,~~2018, Bank of America, N.A. issued two irrevocable standby letters of credit in connection with retail and operating facility leases to various landlords and for Canadian payroll to the Royal Bank of Canada. As of July 31, ~~2017,~~2018, the Company had outstanding letters of credit totaling $0.3 million with expiration dates through May 31, ~~2018.~~2019.

A Swiss subsidiary of the Company maintains unsecured lines of credit with an unspecified maturity with a Swiss bank. As of July 31, ~~2017~~2018, and ~~2016,~~2017, these lines of credit totaled 6.5 million Swiss francs ~~and 5.0 million Swiss francs~~for both periods, with a dollar equivalent of ~~$6.7~~$6.6 million and ~~$5.2~~$6.7 million, respectively. As of July 31, ~~2017~~2018, and ~~2016,~~2017, there were no borrowings against these lines. As of July 31, 2018, two European banks had guaranteed obligations to third parties on behalf of two of the Company’s foreign subsidiaries in the dollar equivalent of $1.2 million, in various foreign currencies, of which $0.6 million is a restricted deposit as it relates to lease agreements. As of July 31, 2017, two European banks had guaranteed obligations to third parties on behalf of two of the Company’s foreign subsidiaries in the dollar equivalent of $1.2 million in various foreign currencies, of which $0.6 million is a restricted deposit as it relates to lease agreements. As of July 31, 2016, three European banks had guaranteed obligations to third parties on behalf of two of the Company’s foreign subsidiaries in the dollar equivalent of $1.2 million in various foreign currencies, of which $0.6 million is a restricted deposit as it relates to lease agreements.

The Company presents net income per share on a basic and diluted basis. Basic earnings per share are computed using weighted-average shares outstanding during the period. Diluted earnings per share are 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 was approximately ~~23,085,000~~23,245,000 and ~~23,092,000~~23,085,000 for the three months ended July 31, ~~2017~~2018 and ~~2016,~~2017, respectively. For the three months ended July 31, ~~2017~~2018 and ~~2016,~~2017, the number of shares outstanding for diluted earnings per share increased by approximately ~~133,000~~467,000 and ~~100,000,~~133,000, respectively, due to potentially dilutive common stock equivalents issuable under the Company’s stock compensation plans and SERP.

For the three months ended July 31, 2018 and 2017, approximately nil and ~~2016, approximately~~ 810,000, ~~and 1,005,000,~~ respectively, of potentially dilutive common stock equivalents were excluded from the computation of diluted earnings per share because their effect would have been antidilutive.

The weighted-average number of shares outstanding for basic earnings per share was approximately ~~23,080,000~~23,172,000 and ~~23,083,000~~23,080,000 for the six months ended July 31, ~~2017~~2018 and ~~2016,~~2017, respectively. For the six months ended July 31, ~~2017~~2018 and ~~2016,~~2017, the number of shares outstanding for diluted earnings per share increased by approximately ~~173,000~~413,000 and ~~154,000,~~173,000, respectively, due to potentially dilutive common stock equivalents issuable under the Company’s stock compensation plans and SERP.

For the six months ended July 31, 2018 and 2017, approximately 92,000 and ~~2016, approximately~~ 807,000, ~~and 837,000,~~ respectively, of potentially dilutive common stock equivalents were excluded from the computation of diluted earnings per share because their effect would have been antidilutive.

The Company has 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 under the license agreements 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.

Due to the enactment of the Tax Cuts and Jobs Act (“2017 Tax Act”), the Company estimated a provisional obligation associated with the Transition Tax to be $28.2 million, which will be paid in installments over eight years. This provisional amount, as well as the current estimated timing of payments, is subject to change based on additional guidance from and interpretations by U.S. regulatory and standard-setting bodies and changes in assumptions.

The Company believes that income tax reserves are adequate; however, amounts asserted by taxing authorities could be greater or less than amounts accrued and reflected in the consolidated balance ~~sheets.~~sheet. Accordingly, the Company could record adjustments to the amounts for federal, state, and foreign liabilities in the future as the Company revises estimates or settles or otherwise resolves the underlying matters. In the ordinary course of business, the Company may take new positions that could increase or decrease unrecognized tax benefits in future periods.

During the three months ended July 31, 2017, the Company released to cash $1.0 million in restricted cash deposits that were previously recorded in other current assets on the Company’s Consolidated Balance Sheet, related to a certain vendor agreement.

are not consistent with the Company’s facts and circumstances and is disputing U.S. Customs’ position. On February 24, 2017, the Company provided U.S. Customs with supplemental analyses and information supporting the Company’s historical allocation formulas and is in the process of providing additional information for U.S. Customs’ review. Although the Company disagrees with U.S. Customs’ position, it cannot predict with any certainty the outcome of this matter. The Company intends to continue to work with U.S. Customs to reach a mutually-satisfactory resolution.

The Company is involved in legal proceedings and claims from time to time, in the ordinary course of its business. Legal reserves are recorded in accordance with the accounting guidance for contingencies. Contingencies are inherently unpredictable and it is possible that results of operations, balance sheets or cash flows could be materially and adversely affected in any particular period by unfavorable developments in, or resolution or disposition of, such matters. For those legal proceedings and claims for which the Company believes that it is probable that a reasonably estimable loss may result, the Company records a reserve for the potential loss. For proceedings and claims where the Company believes it is reasonably possible that a loss may result that is materially in excess of amounts accrued for the matter, the Company either discloses an estimate of such possible loss or range of loss or includes a statement that such an estimate cannot be made. As of July 31, ~~2017,~~2018, the Company is party to legal proceedings and contingencies, the resolution of which is not expected to materially affect its financial condition, future results of operations beyond the amounts accrued, or cash flows.

On December 22, 2017, the 2017 Tax Act was signed into law, which significantly changed U.S. corporate income tax laws by, among other things, lowering the corporate tax rate from 35% to 21%, limiting the deductibility of interest expense and executive compensation, establishing a territorial tax system, and imposing a one-time mandatory deemed Transition Tax on undistributed foreign earnings which have not been previously taxed.

As of July 31, 2018, the amounts recorded in fiscal year 2018 related to the 2017 Tax Act are unchanged and remain provisional for the Transition Tax, the remeasurement of deferred taxes, and our assessment of permanently reinvested earnings. These estimates are subject to revision due to changes in the Company’s analysis and assumptions related to certain matters, such as updates to estimates and amounts related to the earnings and profits and tax pools of certain subsidiaries and the Company’s indefinite reinvestment assertion, including the measurement of deferred taxes on foreign unremitted earnings. The estimated impact of the 2017 Tax Act is also subject to change as a result of additional guidance from, and interpretations by, U.S. regulatory and standard-setting bodies, as well as state tax conformity to federal tax law. The Company expects to complete its assessment of these items within the measurement period, and any adjustments to the provisional amounts initially recorded will be included as an adjustment to income tax expense or benefit in the period in which the amounts are determined.

The Company continues to evaluate the impact of the global intangible low-tax income (“GILTI”) provision within the 2017 Tax Act which would require the current inclusion in federal taxable income, earnings of certain foreign controlled corporations. GILTI is subject to continuing regulatory interpretation by the U.S. Internal Revenue Service (“IRS”) and while the Company has included an estimate of GILTI in its estimated effective tax rate for fiscal year 2019, it has not yet elected a policy as to whether it will recognize deferred taxes for basis differences expected to reverse as GILTI or whether the Company will account for GILTI as period costs if and when incurred. Adjustments related to the amount of GILTI recorded in its consolidated financial statements may be required based on the outcome of this election. The Company will continue to evaluate these provisions and elect an accounting policy within the measurement period.

The Company recorded income tax expense of ~~$2.6~~$3.6 million and ~~$3.4~~$2.6 million for the three months ended July 31, ~~2017~~2018 and ~~2016,~~2017, respectively.

The effective tax rate was ~~32.0%~~28.3% and ~~35.1%~~32.0% for the three months ended July 31, ~~2017~~2018 and ~~2016,~~2017, respectively. The decrease in the effective tax rate results primarily from decreased losses in the current period for certain foreign operations in which no tax benefit is recognized, partially offset by acquisition costs related to the Olivia Burton brand acquisition (see Note 17 – Acquisitions for additional disclosures).

~~The Company recorded income tax expense of $2.9 million and $5.2 million for the six months ended July 31, 2017 and 2016, respectively.~~

~~The effective tax rate was 68.3% and 34.8% for the six months ended July 31, 2017 and 2016, respectively. The increase~~change in the effective tax rate was primarily due to changes in jurisdictional earnings, partially offset by no tax benefit being recognized on losses incurred by certain foreign operations.

The Company recorded income tax expense of $3.5 million and $2.9 million for the ~~adoption of ASU 2016-09, “Improvements~~six months ended July 31, 2018 and 2017, respectively.

The effective tax rate was 16.8% and 68.3% for the six months ended July 31, 2018 and 2017, respectively. The change in the effective tax rate was primarily due to ~~Employee Share-Based Payment Accounting,” (which requires that~~ excess tax benefits ~~and deficiencies associated with share-based~~related to stock-based compensation ~~activity be recorded as an income tax expense or benefit~~being recognized in the current period as compared to excess tax deficiencies recognized in the ~~shares vest or are settled. See Note 14 – Accounting Changes~~first quarter of last year, the release of a valuation allowance against certain foreign deferred tax assets, and ~~Recent Accounting Pronouncements~~changes in jurisdictional earnings.

The effective tax rate for ~~additional disclosures) and acquisition costs related~~the three months ended July 31, 2018 differs from the U.S. statutory tax rate of 21.0% primarily due to ~~the acquisition of the Olivia Burton brand (see Note 17 – Acquisitions for additional disclosures),~~no tax benefit being recognized on losses incurred by certain foreign operations, partially offset by ~~changes~~foreign profits being taxed in ~~jurisdictional earnings.~~lower taxing jurisdictions. The effective tax rate for the six months ended July 31, 2018 differs from the U.S. statutory tax rate of 21.0% primarily due to the release of a valuation allowance against certain foreign deferred tax assets and foreign profits being taxed in lower taxing jurisdictions.

The effective tax rate for the three and six months ended July 31, 2017 differs from the U.S. statutory tax rate of 35.0% primarily due to foreign profits being taxed in lower taxing jurisdictions and acquisition costs related to the acquisition of the Olivia Burton brand (see Note 1716 – Acquisitions for additional disclosures). The effective tax rate for the six months ended July 31, 2017 also includes an increase primarily due to the adoption of ASU 2016-09 and no tax benefit being recognized on losses incurred by certain foreign operations.

The effective tax rate for the three and six months ended July 31, 2016 differs from the U.S. statutory tax rate of 35.0% primarily due to foreign profits being taxed in lower taxing jurisdictions, partially offset by no tax benefit being recognized on losses incurred by certain foreign operations.

The Company accounts for its derivative financial instruments in accordance with the accounting 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 and, to a lesser extent, the Japanese Yen. The Company also sells to third-party customers in a variety of foreign currencies, most notably the Euro and the British Pound. The Company reduces its exposure to the Swiss franc, Euro, British Pound and Japanese Yen exchange rate risks 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, from time to time the Company uses forward contracts to further reduce the net exposures to currency fluctuations. 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 earnings impact is mostly offset by the effects of currency movements on the underlying hedged transactions. 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. The Company does not exclude any designated cash flow hedges from its effectiveness testing. Any ineffectiveness related to the derivative financial instruments’ change in fair value will be recognized as other income in the Consolidated Statements of Operations in the period in which the ineffectiveness was calculated. No ineffectiveness has been recorded in the three and six months ended July 31, 2017 and 2016.

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 in earnings in the period they arise, thereby offsetting the current earnings effect resulting from the revaluation 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 July 31, ~~2017,~~2018, the Company’s entire net forward contracts hedging portfolio consisted of ~~22.0~~30.0 million Swiss francs equivalent, ~~11.0~~11.5 million Euros equivalent and ~~4.0~~0.8 million British Pounds equivalent, with various expiry dates ranging through January ~~10, 2018.~~1, 2019.

The following table summarizes the fair value and presentation in the Consolidated Balance Sheets for derivatives (in thousands):

As of July 31, ~~2017~~2018 and ~~2016,~~2017, the balance of deferred net ~~loss~~gains on derivative financial instruments documented as cash flow hedges included in accumulated other comprehensive income (“AOCI”) was $0.1 and $0.4 million, net of tax benefit of ~~$0.1 million and~~ an immaterial amount and $0.1 million, respectively. The maximum length of time the Company hedges its exposure to the fluctuation in future cash flows for forecasted transactions is 24 months. For the three and six months ended July 31, 2018, the Company reclassified from AOCI to earnings $0.3 million of net gain, net of tax benefit of $0.1 for both periods, respectively. For the three and six months ended July 31, 2017, the Company reclassified from AOCI to earnings $0.4 million of net loss, net of tax benefit of $0.1 million, for both periods, respectively. ~~For the three and six months ended July 31, 2016, the Company reclassified amounts from AOCI to earnings that were immaterial for both periods.~~

The components of accumulated other comprehensive income consisted of the following (in thousands):

	Currency Translation Adjustments		Available-for-sale securities		Hedging Contracts			Total			Currency Translation Adjustments		Available-for-sale securities		Hedging Contracts			Total
Balance, January 31, 2016	$	68,265	$	189	$	51		$	68,505
Balance, January 31, 2017											$	76,569	$	197	$	14		$	76,780
Other comprehensive income before reclassifications		14,832		2		153			14,987			9,108		1		31		$	9,140
Amounts reclassified from accumulated other comprehensive income (1)		—		—		(79	)		(79	)		—		—		(442	)	$	(442	)
Net current-period other comprehensive income		14,832		2		74			14,908			9,108		1		(411	)		8,698
As of July 31, 2016	$	83,097	$	191	$	125		$	83,413
Balance, July 31, 2017											$	85,677	$	198	$	(397	)	$	85,478

On August 29, 2017, the Board approved a share repurchase program under which the Company is 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 plans, block trades or otherwise. This authorization expires on August 29, ~~2020.~~

On2020, and replaced a prior share repurchase program approved by the Board on March 31, 2016 ~~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. This program authorized the Company to purchase shares of its common stock through open market purchases, repurchase plans, block trades or otherwise. As of August 29, 2017, this program was canceled and a new share repurchase program was simultaneously approved.under which approximately $5.5 million had been repurchased. During the six months ended July 31, 2018, under the new share repurchase program, the Company repurchased a total of 52,400 shares of its common stock at a total cost of approximately $2.1 million, or an average of $39.25 per share. During the six months ended July 31, 2017, under the previous share repurchase program, the Company repurchased a total of 71,507 shares of its common stock at a total cost of approximately $1.7 million or an average cost of $23.15 per share, which included 20,000 shares repurchased from the Movado Group Foundation at a total cost of approximately $0.5 million or an average of $22.90 ~~average~~ per share. During the six months ended July 31, 2016, the Company repurchased a total of 119,499 shares of its common stock at a total cost of approximately $2.9 million or an average cost of $23.92 per share, which included 15,000 shares repurchased from the Movado Group Foundation at a total cost of approximately $0.4 million or $27.67 average per share.

There were ~~32,045~~17,979 and ~~46,947~~32,045 shares of common stock repurchased during the six months ended July 31, ~~2017~~2018 and ~~2016,~~2017, respectively, as a result of the surrender of shares in connection with the vesting of certain stock awards. At the election of an employee, shares having an aggregate value on the vesting date equal to the employee’s withholding tax obligation may be surrendered to the Company to fund the payment of such taxes.

On ~~January 26,~~August 28, 2017, FASB issued ASU ~~2017-04, “Intangibles - Goodwill~~2017-12, “Derivatives and ~~Other: Simplifying the Test~~Hedging: Targeted Improvements to Accounting for ~~Goodwill Impairment,~~Hedging Activities,” which expands an entity’s ability to apply hedge accounting for nonfinancial and financial risk components and allows for a simplified approach for fair value hedging of interest rate risk. The new guidance eliminates the requirement to ~~calculate~~separately measure and report hedge ineffectiveness and generally requires the ~~implied~~entire change in fair value ~~when calculating goodwill, essentially eliminating step two from~~of a hedging instrument to be presented in the ~~goodwill impairment test.~~same income statement line as the hedged item. The new guidance also simplifies the hedge documentation and effectiveness assessment requirements. For public companies, the standard will be effective for the first interim reporting period within annual periods beginning after December 15, 2018, with early adoption permitted. The new standard ~~requires goodwill impairment~~must be adopted using a modified retrospective transition with a cumulative effect adjustment recorded to ~~be based upon the results of step one~~opening retained earnings as of the impairment test, which evaluates the extent, if any, by which the carrying value of a reporting unit exceeds its fair value, with any resulting impairment not exceeding the carrying amount of goodwill.initial adoption date. The Company ~~early adopted ASU 2017-04 on a prospective basis during~~is evaluating the ~~second quarter~~impact of ~~fiscal 2018 in light of goodwill in the period, associated with the acquisition of the Olivia Burton brand (see Note 17 – Acquisitions). If the Company's goodwill becomes impaired,~~ the adoption of ~~ASU 2017-04 could make the impairment recorded materially different from what would have been recorded under the previous standard.~~

~~On January 5, 2017, FASB issued ASU 2017-01, “Business Combinations: Clarifying the Definition of a Business,” which clarifies the definition of a business. The objective of~~ this ASU is to assist entities in determining whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The Company early adopted ASU 2017-01 on a prospective basis during the second quarter of fiscal 2018, in connection with the acquisition of the Olivia Burton brand (see Note 17 – Acquisitions). The adoption of this standard did not have a material impactguidance on the Company’s consolidated ~~results of operations or~~ financial ~~position.~~

On March 30, 2016, FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting,” which amends the accounting for certain aspects of share-based payments to employees. The new guidance requires, among its other provisions, that excess tax benefits (which represent the excess of actual tax benefits received at the date of vesting or settlement over the benefits recognized over the vesting period or upon issuance of share-based payments) and tax deficiencies (which represent the amount by which actual tax benefits received at the date of vesting or settlement is lower than the benefits recognized over the vesting period or upon issuance of share-based payments) be recorded in the income statement as an increase or decrease in income taxes when the awards vest or are settled. This is in comparison to the prior requirement that these excess tax benefits be recognized in additional paid-in capital and these tax deficiencies be recognized either as an offset to accumulated excess tax benefits, if any, or in the income statement. The new guidance also requires excess tax benefits to be classified along with other income tax cash flows as an operating activity in the statement of cash flows rather than, as previously required, a financing activity. The Company adopted the provisions of ASU 2016-09 during the first quarter of fiscal 2018. The Company applied the change in the presentation on the cash flow statement retrospectively. In addition, the guidance allows for a policy election to account for forfeitures as they occur, however, the Company continues to apply its policy of estimating forfeiture rates. As required upon the adoption ASU 2016-09, the Company recognized excess tax expense of $1.0 million in the provision for income taxes as a discrete item during the first quarter of fiscal 2018. This amount may not necessarily be indicative of future amounts that may be recognized as any excess tax benefits recognized would be dependent on future stock price, employee exercise behavior and applicable tax rates.statements.

On February 25, 2016, FASB issued ASU 2016-02, “Leases,” which requires lessees to recognize most leases on the balance sheet. This change is expected to increase both reported assets and liabilities. The new lease standard does not substantially change lessor accounting. For public companies, the standard will be effective for the first interim reporting period within annual periods beginning after December 15, 2018, although early adoption is permitted. Lessees and lessors will be required to apply the new standard at the beginning of the earliest period presented in the financial statements in which they first apply the new guidance, using a modified retrospective transition method. The requirements of this standard include a significant increase in required ~~disclosures.~~disclosures and will result in a material increase to the Company’s total assets and liabilities through recognition of right-of-use assets and related lease liabilities. The Company is analyzing the impact of the adoption of this guidance on the Company’s consolidated financial statements, including assessing changes that might be necessary to information technology systems, processes and internal controls to capture new data and address changes in financial reporting.

On ~~May 28, 2014,~~June 20, 2018, the FASB issued ASU ~~2014-09, “Revenue from Contracts with Customers.” This pronouncement affects any entity that either enters into contracts with customers~~2018-07, which simplifies the accounting for share-based payments granted to ~~transfer~~nonemployees for goods ~~or services or enters into contracts for~~and services. Under 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~~ASU, most of the guidance ~~is that an entity should recognize revenue~~on such payments to ~~depict~~nonemployees would be aligned with the ~~transfer of promised goods or services~~requirements for share-based payments granted to ~~customers in an amount that reflects~~employees. For public companies, the ~~consideration to which the entity expects to~~standard will be ~~entitled in exchange for those goods or services. In July 2015, FASB deferred the effective date of the guidance. The new revenue standard is~~ effective for ~~fiscal years, and~~the first interim ~~periods~~reporting period within those years, beginning after December 15, 2017 and allows either a full retrospective adoption to all periods presented or a modified retrospective adoption approach with the cumulative effect of initial application of the revised guidance recognized at the date of initial application. Early adoption is permitted forannual periods beginning after December 15, ~~2016. On March 30, 2016, FASB issued ASU 2016-08, “Revenue from Contracts~~2018, with ~~Customers (Principal versus Agent Considerations),”~~early adoption permitted. The new standard must be adopted using a modified retrospective transition with a cumulative effect adjustment recorded to ~~clarify~~opening retained earnings as of the implementation guidance on principal versus agent considerations. On April 14, 2016, FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Identifying Performance Obligations and Licensing),” to clarify the implementation guidance on identifying performance obligations and accounting for licenses of intellectual property. On May 9, 2016, FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Narrow-Scope Improvements and Practical Expedients),” to clarify the implementation guidance on assessing collectability, presentation of sales taxes, noncash consideration and completed contracts and contract modifications at transition.initial adoption date. The Company is assessing the impact of the guidance by reviewing its current accounting policies and practices to identify differences, if any, that will result from applying the new requirements to its existing agreements, including evaluation of its performance obligations, return policy, customer payments and principal versus agent consideration. The Company is assessing how it determines its transaction price in relation to its customer agreements. The Company will continue evaluating the impact, if any, on changes to the business processes, systems and controls to support recognition and disclosure under the new guidance. The Company is still evaluating the impact of the adoption of this guidance on the Company’s consolidated financial statements. ~~The Company expects to adopt the new guidance in the beginning of fiscal 2019.~~

In fiscal 2016, the Company commenced an initiative to achieve greater operating efficiencies and streamline its operations, primarily at certain of its foreign subsidiaries. In the first quarter of fiscal 2016, the Company recorded $2.7 million of pre-tax expenses primarily for severance, occupancy charges, and fixed assets. In the fourth quarter of fiscal 2016, the Company recorded an additional pre-tax charge of $1.3 million primarily related to severance and the write-off of unamortized shop-in-shops with no expected future value. The Company substantially completed the actions under this initiative as of January 31, 2016.

~~A summary rollforward of costs related to the operating efficiency initiatives and other items is as follows (in thousands):~~

As a result of actions taken by the Company in ~~the first quarter of~~ fiscal 2018 to better align its global infrastructure with the current business environment by consolidating certain operations and streamlining functions to reduce costs and improve profitability, the Company recorded ~~$6.3~~$13.6 million of pre-tax expenses primarily for severance and payroll related, other and occupancy charges, predominantly impacting the Company’s North American and Swiss operations. The Company recorded an additional $0.1 million of pre-tax expenses in the second quarter of fiscal 2018 related to Other. The Company expects the cost savings initiatives to be substantially completed by the end of fiscal 2018.

A summary ~~rollforward~~roll-forward of costs related to the cost savings initiatives is as follows (in thousands):

On July 3, 2017, the Company, through a wholly-owned U.K. subsidiary, acquired JLB Brands Ltd., the owner of the Olivia Burton brand, one of the United Kingdom’s fastest growing fashion watch and jewelry brands, for $78.2 million, or £60.0 million in cash, subject to working capital and other closing adjustments. After giving effect to the closing adjustments, the purchase price was $79.0 million, or £60.7 million, net of cash acquired of approximately $5.9 million, or £4.5 million. The acquisition was funded with cash on hand of the Company’s non-U.S. subsidiaries, and no debt was assumed in the acquisition. The acquisition adds a new brand with significant global growth potential to the Company’s portfolio.

The results of the ~~Olivia Burton brand’s~~JLB Brands Ltd.’s operations have been included in the consolidated financial statements since the date of acquisition within the International location of the Wholesale segment. In the ~~United States and~~ International locations of the Wholesale segment, for the three and six months ended July 31, ~~2017,~~2018, operating income ~~/ (loss)~~ included ~~$0.2~~$0.7 million and ~~$4.3~~$1.5 million, respectively, of expenses primarily related to ~~transaction costs and adjustments in acquisition accounting,~~the amortization of acquired intangible assets, as a result of the Company’s acquisition of the Olivia Burton brand.

The acquisition was accounted for in accordance with FASB Topic ASC 805 (“Business Combinations”), which requires that the total cost of an acquisition be allocated to the tangible and intangible assets acquired and liabilities assumed based upon their respective fair values at the date of acquisition.

~~The following table summarizes the fair value of the assets acquired and liabilities assumed as of the July 3, 2017 acquisition date (in thousands):~~

Inventories include a step-up adjustment of approximately $0.8 million, which is being amortized over three months. The components of Trade name and other intangibles include a trade name of approximately $12.8 million (amortized over 10 years), and customer relationships of $8.6 million (amortized over 6 years).

~~The Company recorded goodwill of $55.3 million based on the amount by which the purchase price exceeded the fair value of the net assets acquired. Goodwill is not deductible for income tax purposes.~~

The operating results of the Olivia Burton brand have been included in the Company’s Consolidated Financial Statements beginning July 3, 2017. Net sales of the acquired Olivia Burton brand since the date of acquisition through July 31, 2017 were $0.9 million. The Olivia Burton brand’s net income since the date of acquisition was $0.1 million.

The following table provides the Company’s unaudited pro forma net sales, net income and net income per basic and diluted common share as if the results of operations of the Olivia Burton brand had been included in the Company’s operations commencing on February 1, ~~2016,~~2017, based on available information relating to operations of the Olivia Burton brand. This pro forma information is not necessarily indicative either of the combined results of operations that actually would have been realized by the Company had the Olivia Burton brand acquisition been consummated at the beginning of the period for which the pro forma information is presented, or of future results.

		Six Months Ended July 31,			Three Months Ended July 31,				Six Months Ended July 31,
	2017		2016		2018		2017		2018		2017
(In thousands, except per share data)		(Unaudited)			(Unaudited)				(Unaudited)
Net sales	$	239,309	$	248,136	$	144,093	$	136,026	$	271,242	$	239,309
Net income	$	6,214	$	9,770	$	9,140	$	9,957	$	17,255	$	6,214

Basic income per share:
Net income per share attributed to Movado Group, Inc.	$	0.27	$	0.42	$	0.39	$	0.43	$	0.74	$	0.27

Diluted income per share:
Net income per share attributed to Movado Group, Inc.	$	0.27	$	0.42	$	0.39	$	0.43	$	0.73	$	0.27

The change in the carrying amount of the Company’s goodwill, which is included in the International location of the Wholesale segment, is as follows (in thousands):

	Three months ended								As of
	July 31, 2017								July 31, 2018
	Gross carrying amount		Accumulated amortization		Foreign exchange		Net		Gross carrying amount		Accumulated amortization			Foreign exchange		Net
Intangible assets subject to amortization:
Trade name	$	12,766	$	(108)	$	184	$	12,842	$	12,766	$	(1,428	)	$	132	$	11,470
Customer relationships		8,598		(121)		123		8,600		8,598		(1,603	)		104		7,099
Total intangible assets	$	21,364	$	(229)	$	307	$	21,442	$	21,364	$	(3,031	)	$	236	$	18,569

Estimated amortization expense for the next five years is: $1.4 million for the remaining six months of fiscal 2019, $12.8 million in fiscal years 2020 through 2024 and $4.4 million in total in the years thereafter at prevailing foreign exchange rates.

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) which supersedes nearly all existing revenue recognition guidance. Subsequent to the issuance of Topic 606, the FASB clarified the guidance through several Accounting Standard Updates; hereinafter the collection of revenue guidance is referred to as “ASC 606”.

On February 1, 2018, the Company adopted ASC 606 using the modified retrospective method and recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening retained earnings.

Under the modified retrospective method, the Company recognized a reduction of $0.7 million to opening retained earnings as the cumulative effect of adopting the new revenue standard. This adjustment did not have a material impact on the Company’s Consolidated Financial Statements. Results for reporting periods beginning after February 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted.

The impact of the adoption of the standard on the Company’s July 31, 2018 Consolidated Balance Sheet and for the three and six months ended July 31, 2018 Consolidated Statement of Operations were as follows (in thousands):

The above adoption impact relates principally to timing of the recognition of markdowns and returns in the wholesale segment.

As presented in the disaggregated revenue table below, wholesale revenue is recognized and recorded when a contract is in place, obligations under the terms of a contract with the customer are satisfied, control is transferred to the customer and is measured as the ultimate amount of consideration the Company expects to receive in exchange for transferring goods including variable consideration. Direct to consumer and after-sales service revenue is recognized at time of register receipt or delivery to customer. The Company records estimates of variable consideration, which includes sales returns, markdowns, 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 the expected value method considering all reasonably available information including historical analysis, customer agreements and/or currently known factors that arise in the normal course of business. Returns, discounts and allowances have historically been within the Company’s expectations and the provisions established. The future provisional rates may differ from those experienced in the past. The Company considers transfer of control to take place either when the goods ship or when goods are delivered depending on the shipping terms in the contract. Factors considered in the transfer of control include the right to payment, transfer of legal title, physical possession and customer acceptance of the goods and whether the significant risks and rewards for the goods belong with the customer. Taxes imposed by governmental authorities on the Company's revenue-producing activities with customers, such as sales taxes and value added taxes, are excluded from net sales.

The Company’s sale of smart watches contains multiple performance obligations. The Company allocates revenue to each performance obligation using the relative standalone selling price method. The Company determines the standalone selling prices based on the prices charged to customers. Amounts allocated to the delivered smart watch collections and the related essential software are recognized at the time of sale. Amounts allocated to the cloud service and app updates are deferred and recognized on a straight-line basis over the estimated two-year period the updates are expected to be provided. The Company’s smart watch collections were available in limited quantities and in limited distribution, and, as a result, these deferred amounts were immaterial to all periods presented.

The Company has considered each transaction to sell goods as separate and distinct, with no additional promises made. The Company uses the understanding of what the customer expects to receive as the final product to determine whether goods or services should be combined and accounted for as a single performance obligation. The Company does not incur significant costs to obtain or fulfill its contracts.

The Company does not consider the effects of a financing component for contracts because the length of time is one year or less, between when the Company transfers goods and when the customer is expected to pay.

The Company’s shipping costs are sometimes paid by the customer, while other times, the shipping costs are included in the sales price for the watches. The Company does not deem shipping as a promised service to the customer because shipping is a fulfillment activity as part of the sale of goods.

The following table presents the Company’s net sales disaggregated by customer type. Sales and usage-based taxes are excluded from net sales (in thousands).

The Company’s revenue from contracts with customers is recognized at a point in time. The Company’s net sales disaggregated by geography are based on the location of the Company’s customer, (see Note 5 Segment and Geographic Information).

The Company’s wholesale revenue consists primarily of revenues from independent distributors, and department, chain and independent jewelry stores. The Company recognizes and records its revenue when obligations under the terms of a contract with the customer are satisfied, and control is transferred to the customer. Wholesale revenue is measured as the amount of consideration the Company ultimately expects to receive in exchange for transferring goods. Wholesale revenue is included entirely within the Wholesale Segment (see Note 5 Segment and Geographic Information), consistent with how management makes decisions regarding the allocation of resources and performance measurement.

The Company’s direct to consumer revenue primarily consists of revenues from the Company’s outlet stores, concession stores, ecommerce, and consumer repairs. Revenue is recognized as the end consumer obtains delivery of the merchandise. Direct to Consumer revenue derived from concession stores and ecommerce is included within the Wholesale Segment; revenue derived from outlet stores is included within the Retail Segment (see Note 5 Segment and Geographic Information). Direct to Consumer revenue is determined based on the type of customer and may be included in either the Wholesale or Retail Segments based on how the Company makes decisions about the allocation of resources and performance measurement.

All watches sold by the Company come with limited warranties covering the movement against defects in material workmanship. The Company does not sell warranties separately.

The Company’s after-sales service revenues consists of out of warranty service provided to wholesale customers and authorized third party repair centers, and sale of watch parts. The Company recognizes and records its revenue when obligations under the terms of a contract with the customer are satisfied, control is transferred to the customer and is measured as the amount of consideration the Company ultimately expects to receive in exchange for transferring goods. Revenue from after sales service, including consumer repairs are included entirely within the Wholesale Segment, consistent with how management makes decisions about the allocation of resources and performance measurement.

On August ~~29, 2017, the Board approved a share repurchase program under which~~15, 2018, the Company announced that it has entered into a definitive agreement to acquire MVMT Watches Inc., the owner of MVMT ("MVMT"), a global aspirational lifestyle brand. The purchase price is ~~authorized~~comprised of an initial payment of approximately $100 million, or approximately $85 million net of tax benefits that are anticipated to ~~purchase~~be generated from the acquisition, and two future contingent payments that combined could total up to ~~$50.0~~an additional $100 million before tax benefits. The exact amount of ~~its outstanding common stock from time~~the future payments will be determined by MVMT's future financial performance with no minimum required future payment. The acquisition will be funded through cash and borrowings under the Company's revolving credit facility. The purchase price will be subject to ~~time, depending on market conditions, share price~~working capital and other ~~factors.~~closing adjustments. The ~~Company may purchase shares~~closing of ~~its common stock through open market purchases, repurchase plans, block trades~~the acquisition is subject to customary closing conditions, and is expected to close on or ~~otherwise. This authorization expires on August 29, 2020.~~about October 1, 2018.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Statements in this Quarterly Report on Form 10-Q, including, without limitation, statements under Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this report, as well as statements in future filings by the Company with the Securities and Exchange Commission (the “SEC”), in the Company’s press releases and oral statements made by or with the approval of an authorized executive officer of the Company, which are not historical in nature, are intended to be, and are hereby identified as, “forward-looking statements” for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations, estimates, forecasts and projections about the Company, its future performance, the industry in which the Company operates and management’s assumptions. Words such as “expects”, “anticipates”, “targets”, “goals”, “projects”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “may”, “will”, “should” and variations of such words and similar expressions are also intended to identify such forward-looking statements. The Company cautions readers that forward-looking statements include, without limitation, those relating to the Company’s future business prospects, projected operating or financial results, revenues, working capital, liquidity, capital needs, plans for future operations, expectations regarding capital expenditures, operating efficiency initiatives and other items, cost savings initiatives, and operating expenses, effective tax rates, margins, interest costs, and income as well as assumptions relating to the foregoing. Forward-looking statements are subject to certain risks and uncertainties, some of which cannot be predicted or quantified. Actual results and future events could differ materially from those indicated in the forward-looking statements, due to several important factors herein identified, among others, and other risks and factors identified from time to time in the Company’s reports filed with the SEC, including, without limitation, the following: the satisfaction of the conditions to the closing of the Company’s pending acquisition of MVMT Watches Inc., 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 (including the impact of the June 23, 2016 referendum advising that the United Kingdom exit from 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 (including the Olivia Burton ~~brand)~~and MVMT brands) without disruption to other business activities, the possible impairment of acquired intangible assets including goodwill if the carrying value of any reporting unit were to exceed its fair value, 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 the Company’s ~~2017~~2018 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.

The preparation of financial statements in conformity with generally accepted accounting principles in the United States 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 consolidated financial statements. These estimates and assumptions also affect the reported amounts of revenues and expenses. Estimates by their nature are based on judgments and available information. Therefore, actual results could materially differ from those estimates under different assumptions and conditions.

Critical accounting policies are those that are most important to the portrayal of the Company’s financial condition and the results of operations and require management’s most difficult, subjective and complex judgments as a result of the need to make estimates about the effect of matters that are inherently uncertain. The Company’s most critical accounting policies have been discussed in the Company’s ~~2017~~2018 Annual Report on Form 10-K and are incorporated by reference herein.

See Note 2 – ~~Changes to Critical~~ Accounting ~~Policies~~Pronouncements Recently Adopted for updates to the critical accounting policies disclosed in the Company’s ~~2017~~2018 Annual Report on Form 10-K.

On August 15, 2018, the Company announced that on that date it entered into a Securities Purchase Agreement (the “Purchase Agreement”) pursuant to which it expects to acquire all of the outstanding equity interests of MVMT Watches Inc. (“MVMT”) upon the terms and subject to the conditions contained therein. The purchase price is comprised of an initial payment of $100 million, subject to adjustments for cash, debt and working capital, and up to an additional $100 million in earnout payments. The acquisition will be funded through cash and borrowings under the Company’s revolving credit facility. The Purchase Agreement contains customary representations, warranties and covenants of the Company, MVMT and the selling shareholders, as well as an agreement by MVMT’s founders not to compete with MVMT in certain lines of business or solicit MVMT’s employees or customers, in each case for a period of five years following the closing date. The acquisition is expected to close on or about October 1, 2018, subject to customary closing conditions, and there can be no assurance that the acquisition will close on the terms anticipated or at all. The Purchase Agreement contains customary termination provisions, including provisions giving the Company and the sellers the right to terminate the Purchase Agreement if the transaction has not been consummated by November 1, 2018. The foregoing description of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the disclosure in the Company’s Form 8-K filed on August 15, 2018 and the full text of the Purchase Agreement, which will be attached as an Exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending October 31, 2018.

On August 29, ~~2017,~~2018, the Board of Directors approved the payment of a cash dividend in the amount of ~~$0.13~~$0.20 for each share of the Company’s outstanding common stock and class A common stock. The dividend will be paid on September 25, ~~2017~~2018 to all shareholders of record as of the close of business on September 11, ~~2017.~~2018. 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, in its sole discretion.

On August 29, 2017, the Board of Directors approved a share repurchase program under which the Company is 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 plans, block trades or otherwise. This authorization expires on August 29, 2020. Concurrent with this approval, the Board of Directors cancelled the previously authorized $50 million share buyback program which would have expired on September 30, 2017.

~~On May 25, 2017, the Board of Directors approved the payment of a cash dividend in the amount of $0.13 for each share of the Company’s outstanding common stock and class A common stock.~~

On March 20, 2017, the Company announced cost savings initiatives to better align its global infrastructure with the current business environment by consolidating certain operations and streamlining functions to reduce costs and improve profitability. The cost savings initiatives include a reduction in the Company’s workforce predominantly impacting the Company’s North American and Swiss operations. The Company expects to realize approximately $12.0 million of savings in fiscal 2018 and estimates approximately $15.0 million in on-going annual pre-tax savings from these initiatives, with the majority being in general and administrative expenses. The Company recorded $6.4 million of pre-tax expenses primarily for severance and payroll related, other and occupancy charges in the first half of fiscal 2018 and expects the cost savings initiatives to be substantially completed by the end of fiscal 2018.

The Company conducts its business primarily in two operating segments: Wholesale and Retail. The Company’s Wholesale segment includes the designing, manufacturing and distribution of watches of quality ~~luxury~~owned and licensed brands, in addition to revenue generated from after-sales service activities and shipping. The Retail segment includes the Company’s retail outlet locations. The Company also operates in two major geographic locations: United States operations and International, the latter of which includes the results of all non-U.S. Company operations.

~~As of July 31, 2017, the~~The Company divides its watch business into two principal categories: the owned brands category and the licensed brands category. The owned brands category consists of the Movado®, Olivia Burton®, Ebel®, ~~Concord®~~ and ~~ESQ® Movado brands. Previously, the Company classified the Movado®, Ebel®,~~ Concord® ~~and ESQ® Movado brands together as a category referred to as luxury~~ brands. 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®, SCUDERIA FERRARI® and Rebecca Minkoff® and Uri Minkoff®. ~~These changes to the Company’s watch brand categories did not change the Company’s operating segments.~~

Gross margins vary among the brands included in the Company’s portfolio and also among watch models within each brand. Watches in the Company’s owned brands category generally earn higher gross margin percentages than watches in the licensed brands category. The difference in gross margin percentages within the licensed brands category is primarily 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.

Results of operations for the three months ended July 31, ~~2017~~2018 as compared to the three months ended July 31, ~~2016~~2017

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

	Three Months Ended July 31,				Three Months Ended July 31,
	2017		2016		2018		2017
Wholesale:
United States	$	44,082	$	49,948	$	38,218	$	44,082
International		66,936		61,263		84,864		66,936
Total Wholesale		111,018		111,211		123,082		111,018
Retail		17,763		16,875		21,011		17,763
Net Sales	$	128,781	$	128,086	$	144,093	$	128,781

	Three Months Ended July 31,				Three Months Ended July 31,
	2017		2016		2018		2017
Wholesale:
Owned brands category	$	46,339	$	46,643	$	51,533	$	46,339
Licensed brands category		62,529		61,571		69,722		62,529
After-sales service and all other		2,150		2,997		1,827		2,150
Total Wholesale		111,018		111,211		123,082		111,018
Retail		17,763		16,875		21,011		17,763
Consolidated total	$	128,781	$	128,086	$	144,093	$	128,781

Net sales for the three months ended July 31, ~~2017~~2018 were ~~$128.8~~$144.1 million, above the prior year period by ~~$0.7~~$15.3 million or ~~0.5%.~~11.9% which included an unfavorable impact of $1.1 million, as a result of adoption of ASC 606. For the three months ended July 31, ~~2017,~~2018, fluctuations in foreign currency exchange rates ~~unfavorably~~favorably impacted net sales by ~~$0.9~~$1.8 million when compared to the prior year period.

Net sales for the three months ended July 31, ~~2017~~2018 in the Wholesale segment were ~~$111.0~~$123.1 million, ~~below~~above the prior year period by ~~$0.2~~$12.1 million or ~~0.2%.~~10.9 %. The ~~decrease~~increase in net sales was primarily the result of ~~a decrease in net sales in the United States location of the Wholesale segment, partially offset by~~ an increase in net sales in the International ~~location of~~Wholesale segment partially offset by a decrease in the United States Wholesale segment.

Net sales for the three months ended July 31, ~~2017~~2018 in the United States location of the Wholesale segment were ~~$44.1~~$38.2 million, below the prior year period by $5.9 million or ~~11.7%~~13.3%, driven by net sales decreases in both the licensed brands and owned brands categories. The net sales decreases recorded in the licensed and owned brands categories were $3.8 million, or 26.0%, and $2.0 million, or 5.9%, respectively. The net sales decreases in both categories reflected the overall watch market, which continues to be challenging and unpredictable, as well as declining traffic in malls and traditional department stores. Theresulting principally from a net sales decrease in the licensed brands category. The net sales decrease recorded in the licensed brands category was ~~partially offset by~~$4.7 million, or 44.1% as the ~~launch of Rebecca Minkoff and Uri Minkoff brand watches~~U.S. fashion watch market continues to be challenging. The net sales recorded in the ~~three months ended July 31, 2017.~~owned brands category were lower than the comparable period by $0.3 million or 0.8%.

Net sales for the three months ended July 31, ~~2017~~2018 in the International location of the Wholesale segment were ~~$66.9~~$84.9 million, above the prior year by ~~$5.7~~$17.9 million or ~~9.3%~~26.8%, which included fluctuations in foreign currency exchange rates which ~~unfavorably~~favorably impacted net sales by ~~$0.9~~$1.8 million when compared to the prior year period. This increase was ~~primarily~~ driven by net sales increases in both the licensed brands and owned brands categories. The net sales increase in the licensed brands category was ~~$4.7~~$11.9 million, or ~~10.1%~~23.1%, primarily due to net sales increases in ~~Latin America,~~ Europe and ~~Asia.~~Latin America. The net sales increase recorded in the owned brands category was ~~$1.7~~$5.5 million, or ~~12.8%~~37.0%, primarily due to sales increases in ~~Asia and Latin America.~~Europe. The net sales increase in the owned brands category included ~~$0.9 million of~~ sales attributable to the ~~acquisition~~addition of the Olivia Burton brand.

Net sales for the three months ended July 31, ~~2017~~2018 in the Retail segment were ~~$17.8~~$21.0 million, above the prior year period by ~~$0.9~~$3.2 million, or ~~5.3%~~18.3%, ~~as a result of~~driven by higher sales in both comparable stores, the addition of new store openings, and ~~non-comparable stores resulting from better~~a favorable product ~~mix and~~mix. The Retail segment experienced higher conversion rates as products ~~resonate~~resonated well with ~~customers in the current period.~~customers. As of July 31, ~~2017~~2018 and ~~2016,~~2017, the Company operated 43 and 40 retail outlet ~~locations.~~locations, respectively.

Gross Profit. Gross profit for the three months ended July 31, ~~2017~~2018 was ~~$66.1~~$77.8 million or ~~51.3%~~54.0% of net sales as compared to ~~$70.3~~$66.1 million or ~~54.9%~~51.4% of net sales in the prior year period. The ~~decrease~~increase in gross profit of ~~$4.2~~$11.7 million was primarily due to higher net sales and a ~~lower~~higher gross margin percentage. The ~~decrease~~increase in the gross margin percentage of approximately ~~360~~270 basis points for the three months ended July 31, ~~2017,~~2018, resulted primarily from ~~an unfavorable shift in channel and product~~the favorable impact of sales mix of approximately ~~340~~200 basis points, ~~an unfavorable~~the impact of fluctuations in foreign currency exchange rates of approximately 30 basis points, ~~and an unfavorable impact~~the increased leveraging of certain fixed costs as a result of higher sales of approximately 20 basis points ~~related to~~and the non-recurrence of the amortization of the inventory step-up adjustment ~~due~~related to the acquisition of the Olivia Burton brand ~~in the current period. These unfavorable impacts were partially offset by the Company’s cost savings initiatives~~ of approximately 3020 basis points.

Selling, General and Administrative (“SG&A”). SG&A expenses for the three months ended July 31, ~~2017~~2018 were ~~$57.8~~$65.0 million, representing ~~a decrease~~an increase from the prior year period of ~~$2.4~~$7.2 million or ~~3.9%~~12.4%. The ~~decrease~~increase in SG&A expenses was attributable to higher marketing expenses of $4.6 million, consulting and legal costs of $1.7 million principally associated with the ~~fluctuations~~pending acquisition of the MVMT brand, higher distribution costs of $1.2 million, payroll and performance based compensation of $2.4 million, $0.8 million of payroll and occupancy costs associated with the opening of new retail outlet locations and $0.8 million of bad debt expense principally due to the non-recurrence of a $0.8 million customer recovery in the comparable period in the prior year. SG&A expenses also included the unfavorable effect of foreign currency ~~exchange rates~~translation and transaction losses of ~~$3.1 million (resulting from a~~$1.4 principally related to the non-recurrence of $0.9 million of transactional ~~gain~~gains in the comparable period in the prior year. These increases were partially offset by a $2.8 million reduction in selling expenses due principally to the Company’s decision to not participate in the Basel Fair in the current ~~period compared to a $1.7 million transactional loss in~~year and the ~~prior year period and $0.5 million~~non-recurrence of which arose from the translation of foreign subsidiary results), and a decrease in compensation and benefit expenses of $2.2 million, primarily related to the Company’s cost savings initiatives, which predominately included a reduction in the Company’s workforce in the Company’s North American and Swiss operations. Also contributing to the decrease in SG&A expenses were lower customer related expenses of $1.9 million, primarily due to a recovery of $0.8 million of the allowances for uncollectible receivables from a customer in the current period and a charge of $0.8 million to allowances for uncollectible receivables in the prior year period and lower marketing expenses of $0.7 million. These decreases in SG&A expenses were partially offset by $4.2 million of expenses related to the ~~Company’s~~ acquisition of the Olivia Burton brand ~~which included transaction costs and~~in the prior year, partially offset by $0.7 million of intangible amortization ~~of acquired intangible assets, as well as higher distribution related expenses of $0.4 million and higher performance-based compensation expenses of $0.3 million.~~incurred in the three months ended July 31, 2018.

Wholesale Operating Income. In the three months ended July 31, ~~2017~~2018 and ~~2016,~~2017, respectively, the Company recorded Wholesale segment operating income of ~~$4.8~~$8.2 million and ~~$6.6~~$4.8 million, which includes ~~$7.2~~$10.6 million and ~~$10.0~~$7.2 million of unallocated corporate expenses as well as $11.3 million and $7.9 million, ~~and $9.4 million~~respectively, of certain intercompany profits related to the Company’s supply chain operations. The ~~$1.8~~$3.4 million ~~decrease~~increase in operating income was the net result of a ~~decrease in~~higher gross profit of ~~$4.3 million, partially offset by lower SG&A expenses of $2.5~~$9.5 million when compared to the prior year ~~period.~~period, partially offset by higher SG&A expenses of $6.1 million, as detailed above. The ~~decrease in gross profit of $4.3 million was primarily due to a lower gross margin percentage. The decrease~~increase in SG&A expenses was attributable to higher marketing expenses of $4.6 million, consulting and legal costs of $1.7 million principally associated with the ~~fluctuations~~pending acquisition of the MVMT brand, higher distribution costs of $1.2 million, payroll, and performance based compensation of $2.4 million and $0.8 million of bad debt expense principally due to the non-recurrence of a customer recovery in the comparable period in the prior year. SG&A expenses also included the unfavorable effect of foreign currency ~~exchange rates~~translation and transaction losses of ~~$3.1 million (resulting from a~~$1.4 principally related to the non-recurrence of $0.9 million of transactional ~~gain~~gains in the comparable period in the prior year. These increases were partially offset by a $2.8 million reduction in selling expenses due principally to the Company’s decision to not participate in the Basel Fair in the current ~~period compared to a $1.7 million transactional loss in~~year and the ~~prior year period and $0.5 million~~non-recurrence of which arose from the translation of foreign subsidiary results), and a decrease in compensation and benefit expenses of $2.3 million, primarily related to the Company’s cost savings initiatives, which included predominately a reduction in the Company’s workforce in the Company’s North American and Swiss operations. Also contributing to the decrease in SG&A expenses were lower customer related expenses of $1.9 million, primarily due to a recovery of $0.8 million of the allowances for uncollectible receivables from a customer in the current period and a charge of $0.8 million to allowances for uncollectible receivables in the prior year period and lower marketing of $0.7 million. These decreases in SG&A expenses were partially offset by $4.2 million of expenses related to the ~~Company’s~~ acquisition of the Olivia Burton brand ~~which included transaction costs and~~in the prior year, partially offset by $0.7 million of intangible amortization ~~of acquired intangible assets, as well as higher distribution related expenses of $0.4 million and higher performance-based compensation expenses of $0.3 million.~~incurred in the three months ended July 31, 2018.

U.S. Wholesale Operating Loss. In the United States location of the Wholesale segment, during the three months ended July 31, ~~2017~~2018 and ~~2016,~~2017, respectively, the Company recorded an operating loss of ~~$2.1~~$6.8 million and ~~$3.9~~$2.1 million, which included unallocated corporate expenses of ~~$7.2~~$10.6 million and ~~$10.0~~$7.2 million. The increase in operating loss of ~~$1.8~~$4.7 million was the net result of lower gross profit of $1.0 million and higher SG&A expenses of $5.9 million, partially offset by lower gross profit of $4.1 million. The decrease in SG&A expenses of $5.9 million was attributable to a decrease in compensation and benefit expenses of $2.4 million due to lower headcount related to the Company’s cost savings initiatives, lower customer related expenses of $1.5 million, primarily due to a recovery of $0.8 million of the allowances for uncollectible receivables from a customer in the current period and a charge of $0.8 million to allowances for uncollectible receivables in the prior year period and lower marketing expense of $1.6$3.7 million. The decrease in gross profit of ~~$4.1~~$1.0 million was due to lower net sales ~~and~~partially offset by a ~~lower~~higher gross margin percentage. The increase in SG&A expenses of $3.7 million was attributable to increased consulting and legal costs of $2.1 million principally associated with the pending acquisition of the MVMT brand, higher distribution costs of $0.5 million, and higher marketing costs of $0.6 million.

International Wholesale Operating Income. In the International location of the Wholesale segment, during the three months ended July 31, ~~2017~~2018 and ~~2016,~~2017, respectively, the Company recorded operating income of ~~$6.9~~$15.0 million and ~~$10.5~~$6.9 million, which included ~~$7.9~~$11.3 million and ~~$9.4~~$7.9 million of certain intercompany profits related to the Company’s International supply chain operations. The ~~decrease~~increase in operating income of ~~$3.6~~$8.1 million was primarily due to higher gross profit of $10.5 million, partially offset by higher SG&A expenses of ~~$3.4 million and a lower~~$2.4 million. The increase in gross profit of ~~$0.2 million.~~$10.5 million was primarily due to higher net sales and a higher gross margin percentage. The increase in SG&A expenses of ~~$3.4~~$2.4 million was ~~primarily~~ attributable to higher marketing expenses of $4.0 million, higher distribution costs of $0.8 million, higher payroll related compensation of $1.4 million, bad debt expense of $0.3 million and higher rent of $0.2 million. SG&A expenses also included the unfavorable effect of foreign currency translation and transaction losses of $1.4 principally related to the non-recurrence of $0.9 million of transactional gains in the comparable period in the prior. These increases were partially offset by the non-recurrence of $4.2 million of expenses related to the ~~Company’s~~ acquisition of the Olivia Burton brand which included transaction costs and the amortization of acquired intangible assets, higher marketing expense of $0.9 million, higher other selling related expenses of $0.6 million and higher distribution related expenses of $0.4 million, partially offset by the fluctuations in foreign currency exchange rates of $3.1 million (resulting from a $0.9 million transactional gain in the current period compared to a $1.7 million transactional loss in the prior year, ~~period and $0.5 million of which arose from the translation of foreign subsidiary results). The decrease in gross profit of $0.2 million was primarily due to a lower gross margin percentage,~~ partially offset by ~~higher sales.~~$0.7 million of intangible amortization incurred in the three months ended July 31, 2018.

Retail Operating Income. Operating income of $4.7 million and $3.5 million was recorded in the Retail segment for ~~both~~ the three months ended July 31, ~~2017~~2018 and ~~2016,~~2017, respectively. The ~~flat~~increase in operating income of ~~$3.5~~$1.2 million was the result ~~of flat~~a higher gross profit ~~and flat~~of $2.2 million partially offset by higher SG&A expenses ~~when compared to the prior year period.~~of $1.0 million. The ~~flat~~higher gross profit was the result of higher net sales ~~offset by~~and a ~~lower~~higher gross margin percentage. The increase in SG&A expenses of $1.0 million was primarily due to rent and payroll related costs associated with the opening of new outlet locations.

Income Taxes. On December 22, 2017, the 2017 Tax Act was signed into law, which significantly changed U.S. corporate income tax laws by, among other things, lowering the corporate tax rate from 35% to 21%, limiting the deductibility of interest expense and executive compensation, establishing a territorial tax system, and imposing a one-time mandatory deemed Transition Tax on undistributed foreign earnings which have not been previously taxed.

The Company continues to evaluate the impact of the global intangible low-tax income GILTI provision within the 2017 Tax Act which would require the current inclusion in federal taxable income, earnings of certain foreign controlled corporations. GILTI is subject to continuing regulatory interpretation by the IRS and while the Company has included an estimate of GILTI in its estimated effective tax rate for fiscal year 2019, it has not yet elected a policy as to whether it will recognize deferred taxes for basis differences expected to reverse or whether the Company will account for GILTI as period costs when and if incurred. Adjustments related to the amount of GILTI recorded in its consolidated financial statements may be required based on the outcome of this election. The Company will continue to evaluate these provisions and elect an accounting policy within the measurement period.

The Company recorded income tax expense of ~~$2.6~~$3.6 million and ~~$3.4~~$2.6 million for the three months ended July 31, 2018 and 2017, ~~and 2016,~~ respectively.

The effective tax rate was ~~32.0%~~28.3% and ~~35.1%~~32.0% for the three months ended July 31, ~~2017~~2018 and ~~2016,~~2017, respectively. The ~~decrease~~change in the effective tax rate ~~results~~was primarily due to changes in jurisdictional earnings, partially offset by no tax benefit being recognized on losses incurred by certain foreign operations.

The effective tax rate for the three months ended July 31, 2018 differs from ~~decreased~~the U.S. statutory tax rate of 21.0% primarily due to no tax benefit being recognized on losses ~~in the current period for~~incurred by certain foreign operations, ~~in which no tax benefit is recognized,~~ partially offset by ~~acquisition costs related to the Olivia Burton brand acquisition.~~foreign profits being taxed in lower taxing jurisdictions.

The effective tax rate for the three months ended July 31, 2017 differs from the U.S. statutory tax rate of 35.0% primarily due to foreign profits being taxed in lower taxing jurisdictions and acquisition costs related to the acquisition of the Olivia Burton ~~brand.~~

~~The effective tax rate~~brand (see Note 16 – Acquisitions for the three months ended July 31, 2016 differs from the U.S. statutory tax rate of 35.0% primarily due to foreign profits being taxed in lower taxing jurisdictions, partially offset by no tax benefit being recognized on losses incurred by certain foreign operations.additional disclosures).

Net Income Attributed to Movado Group, Inc. The Company recorded net income attributed to Movado Group, Inc. of ~~$5.5~~$9.1 million and ~~$6.3~~$5.5 million, for the three months ended July 31, ~~2017~~2018 and ~~2016,~~2017, respectively.

Results of operations for the six months ended July 31, ~~2017~~2018 as compared to the six months ended July 31, ~~2016~~2017

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

	Six Months Ended July 31,				Six Months Ended July 31,
	2017		2016		2018		2017
Wholesale:
United States	$	76,772	$	97,900	$	72,011	$	76,772
International		121,406		115,269		163,171		121,406
Total Wholesale		198,178		213,169		235,182		198,178
Retail		29,868		28,980		36,060		29,868
Net Sales	$	228,046	$	242,149	$	271,242	$	228,046

	Six Months Ended July 31,				Six Months Ended July 31,
	2017		2016		2018		2017
Wholesale:
Owned brands category	$	79,481	$	88,679	$	93,116	$	79,481
Licensed brands category		113,899		118,411		135,573		113,899
After-sales service and all other		4,798		6,079		6,493		4,798
Total Wholesale		198,178		213,169		235,182		198,178
Retail		29,868		28,980		36,060		29,868
Consolidated total	$	228,046	$	242,149	$	271,242	$	228,046

Net sales for the six months ended July 31, ~~2017~~2018 were ~~$228.0~~$271.2 million, ~~below~~above the prior year period by ~~$14.1~~$43.2 million or ~~5.8%.~~18.9%, which included a favorable impact of $1.1 million as a result of the adoption of ASC 606. For the six months ended July 31, ~~2017,~~2018, fluctuations in foreign currency exchange rates ~~unfavorably~~favorably impacted net sales by ~~$3.2~~$7.6 million when compared to the prior year period.

Net sales for the six months ended July 31, ~~2017~~2018 in the Wholesale segment were ~~$198.2~~$235.2 million, ~~below~~above the prior year period by ~~$15.0~~$37.0 million or ~~7.0%~~18.7%. The ~~decrease~~increase in net sales was the result of an increase in net sales in the International location partially offset by a decrease in net sales in the United States location of the Wholesale ~~segment, partially offset by an increase in net sales in the International location of the Wholesale~~ segment.

Net sales for the six months ended July 31, ~~2017~~2018 in the United States location of the Wholesale segment were ~~$76.8~~$72.0 million, below the prior year period by ~~$21.1~~$4.7 million or ~~21.6%~~6.2%, ~~driven by net sales decreases in both~~resulting from the owned brands and licensed brands categories. The net sales decreases recorded in the owned and licensed brands categories were $11.9 million, or 18.0%, and $8.7 million, or 31.2%, respectively. The sales decreases in both categories reflected the overall watch market, which continues to be challenging and unpredictable, as well as declining traffic in malls and traditional department stores. The net sales decrease in the licensed brands category, ~~was~~ partially offset by an increase in the ~~launch~~owned brands category. The net sales increase recorded in the owned brands category was $1.6 million, or 3.0%, primarily due to increased sales in chain and department store customers and sales attributable to the addition of ~~Rebecca Minkoff and Uri Minkoff brand watches during~~ the ~~second quarter of fiscal 2018.~~Olivia Burton brand. The decrease in net sales in the licensed brands category was $6.6 million or 34.7%, as the U.S. fashion watch market continues to be challenging.

Net sales for the six months ended July 31, ~~2017~~2018 in the International location of the Wholesale segment were ~~$121.4~~$163.2 million, above the prior year by ~~$6.1~~$41.8 million or ~~5.3%~~34.4%, which included fluctuations in foreign currency exchange rates which ~~unfavorably~~favorably impacted net sales by ~~$3.2~~$7.6 million when compared to the prior year period. This increase was primarily driven by net sales increases in both the licensed brands and owned brands categories. The net sales increase in the licensed brands category was ~~$4.2~~$28.3 million, or ~~4.6%~~29.9%, primarily due to net sales increases in Europe, and ~~Asia.~~Latin America. The net sales increase recorded in the owned brands category was ~~$2.7~~$12.0 million, or ~~12.1%~~47.6%, primarily due to sales increases ~~in Asia and Latin America, partially offset by sales decreases~~ in Europe. The net sales increase in the owned brands category included ~~$0.9 million of~~ sales attributable to the ~~acquisition~~addition of the Olivia Burton brand.

Net sales for the six months ended July 31, ~~2017~~2018 in the Retail segment were ~~$29.9~~$36.1 million, above the prior year period by ~~$0.9~~$6.2 million, or ~~3.1%~~20.7%, ~~as a result of~~driven by higher sales in ~~both~~ comparable stores, the addition of new store openings and ~~non-comparable stores resulting from~~a better product mix ~~and~~combined with higher conversion rates as products ~~resonate~~resonated well with ~~customers in~~customers. As of July 31, 2018, and 2017, the ~~current period.~~Company operated 43 and 40 retail outlet locations, respectively.

Gross Profit. Gross profit for the six months ended July 31, ~~2017~~2018 was ~~$115.3~~$145.4 million or ~~50.5%~~53.6% of net sales as compared to ~~$131.6~~$115.3 million or ~~54.3%~~50.5% of net sales in the prior year period. The ~~decrease~~increase in gross profit of ~~$16.3~~$30.1 million was primarily due to ~~lower~~higher net sales and a ~~lower~~higher gross margin percentage. The ~~decrease~~increase in the gross margin percentage of approximately ~~380~~310 basis points for the six months ended July 31, ~~2017,~~2018, resulted primarily from ~~an unfavorable shift in channel and product~~the favorable impact of sales mix of approximately ~~260~~120 basis points, ~~severance related to~~ the ~~Company’s cost savings initiative of approximately 60 basis points, an unfavorable~~ impact of fluctuations in foreign currency exchange rates of approximately 60 basis points, ~~and an unfavorable impact~~the non-recurrence of costs incurred from the Company’s prior year cost savings initiative of approximately 60 basis points, the increased leveraging of certain fixed costs as a result of higher sales of approximately 60 basis points and 10 basis points ~~related to~~from the non-recurrence of the amortization of the inventory step-up adjustment ~~due~~related to the acquisition of the Olivia Burton ~~brand in the current period. These unfavorable impacts were partially offset by the Company’s cost savings initiatives of approximately 10 basis points.~~brand.

Selling, General and Administrative (“SG&A”). SG&A expenses for the six months ended July 31, ~~2017~~2018 were ~~$110.6~~$124.4 million, representing ~~a decrease~~an increase from the prior year period of ~~$5.5~~$13.8 million or ~~4.8%~~12.4%. The ~~decrease~~increase in SG&A expenses was attributable to ~~a decrease in compensation and benefit~~higher marketing expenses of ~~$5.5~~$10.7 million, ~~primarily~~higher distribution costs of $2.4 million, payroll, and performance based compensation of $2.1 million, consulting and legal costs of $1.8 million principally associated with the pending acquisition of the MVMT brand, $1.4 million of payroll and occupancy costs associated with the opening of new retail locations, $1.1 million higher bad debt expense, principally due to ~~the Company’s cost savings initiatives, which predominately included a reduction in the Company’s workforce in the Company’s North American and Swiss operations and~~ the non-recurrence of a ~~$1.8~~$0.8 million ~~charge related to the retirement announcement of the Company’s former Vice Chairman and Chief Operating Officer, which occurred~~customer recovery in the prior year ~~period. Also contributing~~and higher rent expenses of $0.4 million. SG&A expenses also included the unfavorable effect of foreign currency translation and transaction losses of $2.9 principally related to the ~~decrease in SG&A expenses were the fluctuations in foreign currency exchange rates~~non-recurrence of ~~$4.3 million (resulting from a~~ $1.1 million of transactional ~~gain~~gains in the ~~current~~comparable period ~~compared to a $2.1 million transactional loss~~ in the prior year period and $1.1 million of which arose from the translation of foreign subsidiary results), lower marketing expenses of $2.7 million and lower customer related expenses of $2.2 million, primarily due to a recovery of $0.8 million of the allowances for uncollectible receivables from a customer in the current period and a charge of $0.8 million to allowances for uncollectible receivables in the prior year period.year. These ~~decreases in SG&A expenses~~increases were partially offset by athe reduction of $1.6 million of selling expenses, due principally to the Company’s decision to not participate in the Basel Fair in the current year, the non-recurrence of $5.0 million ~~charge~~of expenses related to the Company’s cost savings ~~initiatives~~initiative in the prior year, and the non-recurrence of $4.2 million of expenses related to the ~~Company’s~~ acquisition of the Olivia Burton brand ~~which included transaction costs and~~in the prior year, partially offset by $1.5 million of intangible amortization ~~of acquired intangible assets.~~incurred in the six months ended July 31, 2018.

Wholesale Operating Income. In the six months ended July 31, ~~2017~~2018 and ~~2016,~~2017, respectively, the Company recorded Wholesale segment operating income of ~~$0.3~~$14.6 million and ~~$11.2~~$0.3 million, which includes ~~$13.4~~$20.7 million and ~~$18.7~~$13.4 million of unallocated corporate expenses as well as $22.3 million and $15.5 million, ~~and $16.5 million~~respectively, of certain intercompany profits related to the Company’s supply chain operations. The ~~$10.9~~$14.3 million ~~decrease~~increase in operating income was the net result of a ~~decrease in~~higher gross profit of ~~$16.4 million, partially offset by lower SG&A expenses of $5.5~~$26.3 million when compared to the prior year ~~period.~~period, partially offset by higher SG&A expenses of $12.0 million. The ~~decrease in gross profit of $16.4 million was primarily due to lower net sales and lower gross margin percentage. The decrease~~increase in SG&A expenses was attributable to ~~a decrease in compensation and benefit~~higher marketing expenses of ~~$5.5~~$10.7 million, ~~primarily~~higher distribution costs of $2.4 million, payroll, and performance based compensation of $2.1 million, consulting and legal costs of $1.8 million principally associated with the pending acquisition of the MVMT brand, $1.1 million higher bad debt expense, principally due to ~~the Company’s cost savings initiatives, which predominately included a reduction in the Company’s workforce in the Company’s North American and Swiss operations and~~ the non-recurrence of a ~~$1.8~~$0.8 million ~~charge related to the retirement announcement of the Company’s former Vice Chairman and Chief Operating Officer, which occurred~~customer recovery in the prior year ~~period. Also contributing~~and higher rent expenses of $0.4 million. SG&A expenses also included the unfavorable effect of foreign currency translation and transaction losses of $2.9 principally related to the ~~decrease in SG&A expenses were the fluctuations in foreign currency exchange rates~~non-recurrence of ~~$4.3 million (resulting from a~~ $1.1 million of transactional ~~gain~~gains in the ~~current~~comparable period ~~compared to a $2.1 million transactional loss~~ in the prior year period and $1.1 million of which arose from the translation of foreign subsidiary results), lower marketing expenses of $2.7 million and lower customer related expenses of $2.2 million, primarily due to a recovery of $0.8 million of the allowances for uncollectible receivables from a customer in the current period and a charge of $0.8 million to allowances for uncollectible receivables in the prior year period.year. These ~~decreases in SG&A expenses~~increases were partially offset by athe reduction of $1.6 million of selling expenses, due principally to the Company’s decision to not participate in the Basel Fair in the current year, the non-recurrence of $5.0 million ~~charge~~of expenses related to the Company’s cost savings ~~initiatives, which predominantly included severance for the reduction~~initiative in the ~~Company’s workforce~~prior year, and the non-recurrence of $4.2 million of expenses related to the ~~Company’s~~ acquisition of the Olivia Burton brand ~~which included transaction costs and~~in the prior year, partially offset by $1.5 million of intangible amortization ~~of acquired intangible assets.~~incurred in the six months ended July 31, 2018..

U.S. Wholesale Operating Loss. In the United States location of the Wholesale segment, during the six months ended July 31, ~~2017~~2018 and ~~2016,~~2017, respectively, the Company recorded an operating loss of ~~$12.7~~$14.6 million and ~~$6.1~~$12.7 million, which included unallocated corporate expenses of ~~$13.4~~$20.7 million and ~~$18.7~~$13.4 million. The increase in operating loss of ~~$6.6~~$1.9 million was the net result of ~~lower~~higher gross profit of ~~$15.0~~$1.3 million ~~partially~~ offset by ~~lower~~higher SG&A expenses of ~~$8.4~~$3.2 million. The ~~decrease~~increase in gross profit of ~~$15.0~~$1.3 million was due to ~~lower sales and~~ a ~~lower~~higher gross margin ~~percentage.~~percentage on slightly lower sales. The ~~decrease~~increase in SG&A expenses of ~~$8.4~~$3.2 million was ~~primarily~~ attributable to ~~lower~~higher marketing costs of $4.1 million, higher consulting and legal costs of $2.1 million principally associated with the pending acquisition of the MVMT brand and higher payroll, and performance based compensation ~~and benefit expenses~~ of ~~$6.4~~$1.0 million. These costs were partially offset by the non-recurrence of $3.6 million ~~due to~~in charges related the Company’s cost savings ~~initiatives, and~~initiative incurred during the non-recurrence of a $1.8 million charge related to the retirement announcement of the Company’s former Vice Chairman and Chief Operating Officer, which occurred in the prior year period and lower marketing expense of $3.4 million, lower customer related expenses of $1.4 million, primarily due to a recovery of $0.8 million of the allowances for uncollectible receivables from a customer in the current period and a charge of $0.8 million to allowances for uncollectible receivables in the prior year period, partially offset by a $3.6 million charge related to the Company’s cost savings initiatives.six months ended July 31, 2017.

International Wholesale Operating Income. In the International location of the Wholesale segment, during the six months ended July 31, ~~2017~~2018 and ~~2016,~~2017, respectively, the Company recorded operating income of ~~$13.0~~$29.1 million and ~~$17.3~~$13.0 million, which included ~~$15.5~~$22.3 million and ~~$16.5~~$15.5 million of certain intercompany profits related to the Company’s International supply chain operations. The ~~decrease~~increase in operating income of ~~$4.3~~$16.1 million was primarily due to higher gross profit of $25.0 million, partially offset by higher SG&A expenses of ~~$2.9 million and lower~~$8.9 million. The increase in gross profit of ~~$1.4 million.~~$25.0 million was primarily due to higher net sales and a higher gross margin percentage. The increase in SG&A expenses of ~~$2.9~~$8.9 million was ~~primarily~~ attributable to ~~$4.0~~higher marketing expenses of $6.5 million, higher distribution costs of $1.8 million, higher payroll related expenses of $1.5 million, the unfavorable effect of foreign currency translation and transaction losses of $2.9 principally related to the non-recurrence of $1.1 million of transactional gains in the comparable period in the prior year, higher bad debt expenses of $0.4 million and. higher rent costs of $0.2 million. These increases were partially offset by the reduction of $1.3 million of selling expenses, due principally to the Company’s decision to not participate in the Basel Fair in the current year, lower consulting and legal expenses of $0.4 million and the non-recurrence of $4.2 million of expenses related to the ~~Company’s~~ acquisition of the Olivia Burton brand which included transaction costs and the amortization of acquired intangible assets, a $1.4 million charge related to the Company’s cost savings initiatives and higher compensation and benefit expenses of $0.9 million and higher marketing of $0.7 million, partially offset by the fluctuations in foreign currency exchange rates of $4.3 million (resulting from a $1.1 million transactional gain in the current period compared to a $2.1 million transactional loss in the prior year, ~~period and $1.1~~partially offset by $1.5 million of ~~which arose from~~intangible amortization incurred in the ~~translation of foreign subsidiary results). The decrease in gross profit of $1.4 million was primarily due to a lower gross margin percentage.~~six months ended July 31, 2018.

Retail Operating Income. Operating income of ~~$4.4~~$6.4 million and ~~$4.3~~$4.4 million was recorded in the Retail segment for the six months ended July 31, ~~2017~~2018 and ~~2016,~~2017, respectively. The ~~slight~~ increase in operating income of ~~$0.1~~$2.0 million was the result ~~of an increase in~~a higher gross profit of ~~$0.1~~$3.8 million ~~and flat~~partially offset by higher SG&A expenses ~~when compared to~~of $1.8 million. The higher gross profit was the ~~prior year period.~~result of higher net sales and a higher gross margin percentage. The increase in ~~gross profit~~SG&A expenses of ~~$0.1~~$1.8 million was primarily due to ~~higher net sales, partially offset by a lower gross margin percentage.~~rent and payroll related costs associated with the opening of new outlet locations.

The Company recorded income tax expense of ~~$2.9~~3.5 million and ~~$5.2~~$2.9 million for the six months ended July 31, 2018 and 2017, ~~and 2016,~~ respectively.

The effective tax rate was ~~68.3%~~16.8% and ~~34.8%~~68.3% for the six months ended July 31, ~~2017~~2018 and ~~2016,~~2017, respectively. The ~~increase~~change in the effective tax rate was primarily due to ~~the adoption of ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting,” (which requires that~~ excess tax benefits ~~and deficiencies associated with share-based~~related to stock-based compensation ~~activity be recorded as an income tax expense or benefit~~being recognized in the current period as compared to excess tax deficiencies recognized in the ~~shares vest or are settled)~~first quarter of last year, the release of a valuation allowance against certain foreign deferred tax assets, and ~~acquisition costs related to the acquisition of the Olivia Burton brand, partially offset by~~ changes in jurisdictional earnings.

The effective tax rate for the six months ended July 31, 2018 differs from the U.S. statutory tax rate of 21.0% primarily due to the release of a valuation allowance against certain foreign deferred tax assets and foreign profits being taxed in lower taxing jurisdictions.

The effective tax rate for the six months ended July 31, 2017 differs from the U.S. statutory tax rate of 35.0% primarily due to foreign profits being taxed in lower taxing jurisdictionsand acquisition costs related to the acquisition of the Olivia Burton brand ~~as well as~~(see Note 16 – Acquisitions for additional disclosures). The effective tax rate for the six months ended July 31, 2017 also includes an increase primarily due to the adoption of ASU 2016-09 and no tax benefit being recognized on losses incurred by certain foreign operations.

The effective tax rate for the six months ended July 31, 2016 differs from the U.S. statutory tax rate of 35.0% primarily due to foreign profits being taxed in lower taxing jurisdictions, partially offset by no tax benefit being recognized on losses incurred by certain foreign operations.

Net Income / (Loss) Attributed to Movado Group, Inc. The Company recorded net income attributed to Movado Group, Inc. of ~~$1.3~~$17.3 million and ~~$9.6~~$1.3 million, for the six months ended July 31, ~~2017~~2018 and ~~2016,~~2017, respectively.

At July 31, ~~2017~~2018 and July 31, ~~2016,~~2017, respectively, the Company had ~~$162.4~~$175.6 million and ~~$205.8~~$162.4 million of cash and cash equivalents, ~~$150.9~~of which, $143.9 million and ~~$195.9~~$150.9 million ~~of which~~ consisted of cash and cash equivalents at the Company’s foreign subsidiaries. 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 United States through funding of capital expenditures, operating expenses and similar cash needs of the foreign operations. The Company has recorded a ~~federal~~provisional deferred tax liability for foreign withholding and U.S. state income taxes of ~~$2.9~~$10.7 million related to ~~$12.6~~$217.1 million of ~~pre-2013~~ foreign ~~earnings which have been earmarked for future repatriation.~~earnings. A deferred tax liability has not been recorded for the remaining undistributed foreign earnings of approximately ~~$312 million, because~~$107.9 million. In light of the 2017 Tax Act, the Company ~~intends~~continues to ~~permanently reinvest such~~evaluate its assertion related to the indefinite reinvestment of earnings in its foreign operations. ItIn accordance with Staff Accounting Bulletin 118, if the Company revises its assertion during the measurement period, the change, and any corresponding adjustment, would be recorded as part of the 2017 Tax Act enactment in the period in which the revision is ~~therefore, not practicable~~determined.

Cash provided by operating activities was $4.1 million as compared to ~~estimate the amount of tax that may be payable on the future possible distribution of these earnings.~~

~~Cash~~$10.0 million used in operating activities ~~was $10.0 million and $14.3 million~~ for the six months ended July 31, 2018 and 2017, respectively. The $4.1 million of cash provided by operating activities for the six months ended July 31, 2018, was primarily due to net income for the period of $17.3 million and ~~2016, respectively.~~favorable non-cash items of $8.4 million, partially offset by the change in working capital of $22.1 million. The change in working capital of $22.1 million was primarily due to the timing of building inventory in anticipation of the holiday selling season in the second half of the fiscal year, increases in accounts receivables primarily due to increased sales, and higher other current assets primarily due to prepayments made to suppliers, partially offset by higher accounts payable and accrued liabilities. The $10.0 million of cash used in operating activities for the six months ended July 31, 2017, was primarily due to an unfavorable change in working capital as presented on the consolidated statements of cash flows of $26.4 million, partially offset by favorable non-cash items of $15.3 million, which included a $6.4 million charge related to the Company’s cost savings initiatives. The unfavorable change in working capital of $26.4 million was primarily due to the ~~normal~~ordinary course building of inventory to meet anticipated future demand, higher trade receivables and higher other current assets primarily due to ~~the~~ prepayments made to suppliers, partially offset by higher accounts payable. Included in the change in working capital ~~were~~was $4.3 million of payments related to the Company’s cost savings initiatives.

Cash used in investing activities was $5.3 million and $80.4 million for the six months ended July 31, 2018 and 2017, respectively. The ~~$14.3 million of~~ cash used in ~~operating~~investing activities for the six months ended July 31, ~~2016,~~2018 was primarily ~~due to an unfavorable change in working~~for capital as presented on the consolidated statements of cash flows of $35.4 million, partially offset by favorable non-cash items of $12.6 million and net income for the period of $9.7 million. The unfavorable change in working capital of $35.4 million was primarily dueexpenditures related to the ~~timing of building of inventory in anticipation~~opening and renovations of the ~~holiday selling season in the second half of the fiscal year, higher other current assets primarily due~~Company’s retail outlet locations and capital expenditures related to ~~prepayments on certain royalties and tradeshows, as well as payments made on income taxes.~~

~~Cash used in investing activities was $80.4 million and $3.4 million for the six months ended July 31, 2017 and 2016, respectively.~~office improvements. The cash used in investing activities for the six months ended July 31, 2017 was primarily for the acquisition, net of cash acquired, of the Olivia Burton brand. ~~The cash~~

Cash used in ~~investing~~financing activities was $31.5 million and $8.4 million for the six months ended July 31, 2018 and 2017, respectively. Cash used in financing activities for the six months ended July 31, ~~2016 was primarily for restricted cash deposits~~2018 included the repayment of bank borrowings, the payment of dividends and ~~capital expenditures related to~~ the ~~construction~~repurchase of ~~shop-in-shops at some~~shares of the Company’s ~~wholesale customers, computer hardware and software and spending on tooling and design.~~

~~Cash used in financing activities was $8.4 million and $12.1 million for~~common stock, partially offset by the ~~six months ended July 31, 2017 and 2016, respectively.~~exercise of certain stock awards. Cash used in financing activities for the six months ended July 31, 2017 included the payment of dividends, the repurchase of shares of the Company’s common stock, and the surrender of shares in connection with the vesting of certain stock awards. Cash used in financing activities for the six months ended July 31, 2016 included the payment of dividends, the repayments of bank borrowings, the surrender of shares in connection with the vesting of certain stock awards and the repurchase of shares of the Company’s common stock.

Borrowings under the Facility bear interest at rates selected periodically by the Company at LIBOR plus a spread ranging from 1.25% to 1.75% per annum, based on the Company’s consolidated leverage ratio, or at a base rate plus a spread ranging from 0.25% to 0.75% per annum based on the Company’s consolidated leverage ratio (as defined in the Credit Agreement). ~~At April 30, 2017, the Company’s spreads were 1.25% over LIBOR and 0.25% over the base rate.~~ The Company has also agreed to pay certain fees and expenses and to provide certain indemnities, all of which are customary for such financings.

A Swiss subsidiary of the Company maintains unsecured lines of credit with an unspecified maturity with a Swiss bank. As of July 31, ~~2017~~2018 and ~~2016,~~2017, these lines of credit totaled 6.5 million Swiss francs ~~and 5.0 million Swiss francs~~for both periods with a dollar equivalent of ~~$6.7~~$6.6 million and ~~$5.2~~$6.7 million, respectively. As of July 31, ~~2017~~2018 and ~~2016,~~2017, there were no borrowings against these lines. As of July 31, 2018, two European banks had guaranteed obligations to third parties on behalf of two of the Company’s foreign subsidiaries in the dollar equivalent of $1.2 million, in various foreign currencies, of which $0.6 million is a restricted deposit as it relates to lease agreements. As of July 31, 2017, two European banks had guaranteed obligations to third parties on behalf of two of the Company’s foreign subsidiaries in the dollar equivalent of $1.2 million, in various foreign currencies, of which $0.6 million is a restricted deposit as it relates to lease agreements. As

The Company paid dividends of $0.40 per share or approximately $9.2 million for the six months ended July 31, 2016, three European banks had guaranteed obligations to third parties on behalf of two of the Company’s foreign subsidiaries in the dollar equivalent of $1.2 million in various foreign currencies, of which $0.6 million is a restricted deposit as it relates to lease agreements.

~~The Company~~2018 and paid dividends of $0.26 per share or approximately $6.0 million for ~~both~~ the six months ended July 31, ~~2017 and 2016.~~2017.

On ~~May 25, 2017,~~August 15, 2018, the ~~Board~~Company announced that it has entered into a definitive agreement to acquire MVMT Watches Inc., the owner of ~~Directors approved the~~MVMT ("MVMT"), a global aspirational lifestyle brand. The purchase price is comprised of an initial payment of ~~a cash dividend in the amount~~approximately $100 million, or approximately $85 million net of ~~$0.13 for each share of the Company’s outstanding common stock~~tax benefits, and ~~class A common stock.~~

~~On March 20, 2017, the Board of Directors approved the payment of a cash dividend in the amount of $0.13 for each share of the Company’s outstanding common stock and class A common stock.~~

~~Cash at July 31, 2017 amounted~~two future contingent payments that combined could total up to ~~$162.4~~an additional $100 million compared to $205.8 million at July 31, 2016. The decrease in cash is primarily the result of the acquisition of the Olivia Burton brand, the payout of dividends, capital expenditures and the repayment of bank borrowings, partially offset by cash provided by operating activities.before taxes.

Management believes that the cash on hand, ~~in addition to~~availability under its credit facility and 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.

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

See Note 2 and 14 to the accompanying unaudited consolidated financial statements for a description of certain accounting changes and recent accounting pronouncements, which may impact our consolidated financial statements in future reporting periods.

The Company’s primary market risk exposure relates to foreign currency exchange risk. A significant portion of the Company’s purchases are denominated in Swiss francs and, to a lesser extent, the Japanese Yen. The Company also sells to third-party customers in a variety of foreign currencies, most notably the Euro and the British Pound. The Company reduces its exposure to the Swiss franc, Euro, British Pound and Japanese Yen 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, from time to time the Company uses various derivative financial instruments to further reduce the net exposures to currency fluctuations, predominately forward and option contracts. ~~When entered into,~~Certain of these contracts meet the requirements of qualified hedges. In these circumstances, 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~~hedges designated and documented as a cash flow hedge and iswhich 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 mostly offset by the effects of currency movements on the underlying hedged transactions. To the extent that the Company does not engage in a hedging program, any change in the Swiss franc, Euro, British Pound and Japanese Yen exchange rates to local currency have an equal effect on the Company’s earnings.

From time to time the Company uses forward exchange contracts, which do not meet the requirements of qualified hedges, 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 in earnings in the period they arise, thereby offsetting the current earnings effect resulting from the revaluation of the related foreign currency receivables and liabilities. To the extent that the Company does not engage in a hedging program, any change in the Swiss franc, Euro, British Pound and Japanese Yen exchange rates to local currency have an equal effect on the Company’s earnings.

As of July 31, ~~2017,~~2018, the Company’s entire net forward contracts hedging portfolio consisted of 30.0 million Swiss francs equivalent, 11.5 million Euros equivalent and 0.8 million British Pounds equivalent, with various expiry dates ranging through January 1,2019 compared to a portfolio of 22.0 million Swiss francs equivalent, 11.0 million Euros equivalent and 4.0 million British Pounds equivalent, with various expiry dates ranging through January 10, ~~2018 compared to a portfolio of 36.0 million Swiss francs equivalent and 10.0 million Euros equivalent, with various expiry dates ranging through January 10, 2017 as of July 31, 2016.~~2018. If the Company were to settle its Swiss franc forward contracts at July 31, ~~2017~~2018 and ~~2016,~~2017, the net result would be a ~~gain~~loss of ~~$0.2~~$0.3 million, net of tax benefit of ~~$0.2~~$0.1 million and a gain of $0.2 million, net of tax of ~~$0.1~~$0.2 million, respectively. If the Company were to settle its Euro forward contracts at July 31, ~~2017~~2018 and ~~2016,~~2017, the net result would be a gain of $0.1 million, net of tax of $0.0 million and a loss of $0.4 million, net of tax benefit of $0.1 million, ~~and an immaterial gain,~~ respectively. As of July 31, 2018, and 2017, the Company’s British Pound forward contracts had no value. The Company had no Swiss franc, Euro or British Pound option contracts related to cash flow hedges as of July 31, 2018 and 2017, ~~and 2016,~~ respectively.

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 its hedging program, the Company can purchase various commodity derivative instruments, primarily futures contracts. ~~When held, these derivatives~~Contracts that meet the requirements of qualified hedges are documented as qualified cash flow hedges, and the resulting 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. Changes in the fair value of contracts that are not qualified hedges are recognized in the period they arise. The Company did not hold any future contracts in its gold hedge portfolio as of July 31, ~~2017~~2018 and ~~2016;~~2017; thus, any changes in the gold purchase price will have an equal effect on the Company’s cost of sales.

The Company has certain debt obligations with variable interest rates, which are based on LIBOR plus a spread ranging from 1.25% to 1.75% or on a base rate plus a spread ranging from 0.25% to 0.75% per annum. The Company does not hedge these interest rate risks. As of July 31, ~~2017,~~2018, the Company had ~~$30.0 million in outstanding debt. The Company estimates that a 1% increase in interest rates would decrease the Company’s annual income by approximately $0.3 million.~~no debt outstanding. 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.”

The Company’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. 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, has 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. 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.

As of February 1, 2018, the Company implemented ASC 606, Revenue form Contracts and Customers and the Company designed and implemented new internal controls related to the recognition, measurement and disclosure of the Company’s revenues under ASC 606. There ~~has~~have been no ~~change~~other changes in the Company’s internal control over financial reporting during the three months ended July 31, ~~2017,~~2018 that ~~has~~have materially affected, or isare reasonably likely to materially affect the Company’s internal control over financial reporting. On July 3, 2017, the Company acquired JLB Brands Ltd., the owner of the Olivia Burton brand. In conducting its evaluation of the effectiveness of internal control over financial reporting as of July 31, 2017, the Company excluded JLB Brands Ltd. from that evaluation in accordance with the rules relating to recently-acquired entities.

In December 2016, U.S. Customs and Border Protection (“U.S. Customs”) issued an audit report concerning the methodology used by the Company to allocate the cost of certain watch styles imported into the U.S. among the component parts of those watches for tariff purposes. The report disputes the reasonableness of the Company’s historical allocation formulas and proposes an alternative methodology that would imply approximately $5.1 million in underpaid duties over the five-year period covered by the statute of limitations, plus possible penalties and interest. The Company believes that U.S. Customs’ alternative duty methodology and estimate are not consistent with the Company’s facts and circumstances and is disputing U.S. Customs’ position. On February 24, 2017, the Company provided U.S. Customs with supplemental analyses and information supporting the Company’s historical allocation formulas and is in the process of providing additional information for U.S. Customs’ review. Although the Company disagrees with U.S. Customs’ position, it cannot predict with any certainty the outcome of this matter. The Company intends to continue to work with U.S. Customs to reach a mutually-satisfactory resolution.

As of July 31, ~~2017,~~2018, there have been no material changes to any of the risk factors previously reported in the Company’s ~~2017~~2018 Annual Report on Form 10-K.

On August 29, 2017, the Board of Directors approved a share repurchase program under which the Company is 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 plans, block trades or otherwise. This authorization expires on August 29, 2020.~~

On March 31, 2016, the Board of Directors 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. Under the program the Company ~~was~~is authorized to purchase shares of its common stock through open market purchases, repurchase programs, block trades or otherwise. ~~As of~~This authorization expires on August 29, ~~2017, this program was canceled and a new share repurchase program was simultaneously approved.~~2020. During the three months ended July 31, ~~2017,~~2018, the Company repurchased a total of ~~27,507~~21,900 shares of its common stock in the open market at a total cost of approximately ~~$0.6~~$0.9 million or an average cost of ~~$22.79~~$39.72 per share.

There were ~~1,839~~1,868 shares of common stock repurchased during the three months ended July 31, ~~2017~~2018 as a result of the surrender of shares in connection with the vesting of certain stock awards. At the election of an employee, shares having an aggregate value on the vesting date equal to the employee’s withholding tax obligation may be surrendered to the Company to fund the payment of such taxes.

The following table summarizes information about the Company’s purchases for the three months ended July 31, ~~2017~~2018 of equity securities that are registered by the Company pursuant to Section 12 of the Securities Exchange Act of 1934, as amended:

Pursuant to the requirements 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.

New York		13-2595932
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

650 From Road, Ste. 375 Paramus, New Jersey		07652-3556
(Address of Principal Executive Offices)		(Zip Code)

Large accelerated filer ☐	Accelerated filer ☒	Non-accelerated filer (Do not check if a smaller reporting company) ☐
Smaller reporting company ☐	Emerging growth company ☐

			Page
Part I	Financial Information (Unaudited)		3
	Item 1.	Consolidated Balance Sheets at July 31, ~~2017,~~2018, January 31, ~~2017~~2018 and July 31, ~~2016~~2017	3
		Consolidated Statements of Operations for the three and six months ended July 31, ~~2017~~2018 and July 31, ~~2016~~2017	4
		Consolidated Statements of Comprehensive Income for the three and six months ended July 31, ~~2017~~2018 and July 31, ~~2016~~2017	5
		Consolidated Statements of Cash Flows for the six months ended July 31, ~~2017~~2018 and July 31, ~~2016~~2017	6
		Notes to Consolidated Financial Statements	7
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2322
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
	Item 4.	Controls and Procedures	33
Part II	Other Information		34
	Item 1.	Legal Proceedings	34
	Item 1A.	Risk Factors	34
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
	Item 6.	Exhibits	36
Signature			37

	Fiscal 2018 Charges (2)		Cash payments			Non-cash adjustments			Foreign exchange		Accrued balance at July 31, 2017
Severance and payroll related (1)	$	5,943	$	(4,243	)	$	(153	)	$	73	$	1,620
Other (1)		377		(27	)		(13	)		29		366
Occupancy charges (1)		99		(11	)		—			9		97
Total	$	6,419	$	(4,281	)	$	(166	)	$	111	$	2,083

	Balance at January 31, 2018		Cash payments			Foreign exchange			Balance in Accrued Liabilities at July 31, 2018
Severance and payroll related	$	931	$	(601	)	$	—		$	330
Other		919		(181	)		(50	)		688
Occupancy charges		74		(22	)		(4	)		48
Total	$	1,924	$	(804	)	$	(54	)	$	1,066

	January 31, 2018				January 31, 2017
				As previously				As previously
		As adjusted		reported		As adjusted		reported
Cash and cash equivalents	$	214,811	$	214,811	$	256,279	$	256,279
Restricted funds included in other non-current assets		600		—		600		—
Beginning of period balance presented in the statement of cash flows	$	215,411	$	214,811	$	256,879	$	256,279

		Fair Value at July 31, 2016
	Balance Sheet Location	Level 1		Level 2		Level 3		Total
Assets:
Available-for-sale securities	Other current assets	$	271	$	—	$	—	$	271
Short-term investment	Other current assets		154		—		—		154
SERP assets - employer	Other non-current assets		1,364		—		—		1,364
SERP assets - employee	Other non-current assets		28,469		—		—		28,469
Hedge derivatives	Other current assets		—		549		—		549
Total		$	30,258	$	549	$	—	$	30,807
Liabilities:
SERP liabilities - employee	Other non-current liabilities	$	28,469	$	—	$	—	$	28,469
Hedge derivatives	Accrued liabilities		—		92		—		92
Total		$	28,469	$	92	$	—	$	28,561


	Asset Derivatives							Liability Derivatives
	Balance Sheet Location	July 31, 2017 Fair Value		January 31, 2017 Fair Value		July 31, 2016 Fair Value		Balance Sheet Location		July 31, 2017 Fair Value		January 31, 2017 Fair Value		July 31, 2016 Fair Value
Derivatives not designated as hedging instruments:
Foreign Exchange Contracts	Other Current Assets	$	402	$	145	$	355		Accrued Liabilities	$	25	$	211	$	92
Total Derivative Instruments		$	402	$	145	$	355			$	25	$	211	$	92

	Balance at January 31, 2017		Cash payments			Foreign exchange		Accrued balance at July 31, 2017
Severance	$	78	$	(1	)	$	4	$	81
Occupancy charges		330		(65	)		10		275
Total	$	408	$	(66	)	$	14	$	356

Assets Acquired and Liabilities Assumed	Fair Value
Cash and cash equivalents	$	5,909
Trade receivables, net		3,106
Inventories		4,164
Prepaid expenses and other current assets		913
Property, plant and equipment, net		131
Goodwill		55,322
Trade name and other intangibles		21,415
Total assets acquired		90,960
Accounts payable		608
Accrued liabilities		844
Income taxes payable		643
Deferred and non-current income taxes payable		3,965
Total liabilities assumed		6,060
Total purchase price	$	84,900

	Total
Balance at January 31, 2017	$	—
Acquisition of the Olivia Burton brand		55,322
Foreign exchange impact		794
Balance at July 31, 2017	$	56,116

	As of July 31, 2018
	As reported		Balances Without Adoption		Impact of Adoption
Assets
Trade Receivables, net	$	83,818	$	82,760	$	1,058
Inventories	$	171,417	$	171,965	$	(548	)
Deferred and non-current income taxes	$	8,074	$	8,099	$	(25	)
Liabilities
Accrued liabilities	$	50,054	$	49,893	$	161
Income taxes payable	$	5,996	$	5,957	$	39
Deferred and non-current income taxes	$	29,718	$	29,706	$	12

	Three months ended July 31, 2018
	As reported		Amounts Without Adoption		Impact of Adoption
Net sales	$	144,093	$	145,210	$	(1,117	)
Gross profit	$	77,834	$	78,323	$	(488	)
Net income	$	9,140	$	9,384	$	(244	)

	Six months ended July 31, 2018
	As reported		Amounts Without Adoption		Impact of Adoption
Net sales	$	271,242	$	270,184	$	1,058
Gross profit	$	145,358	$	144,848	$	510
Net income	$	17,255	$	16,982	$	273

	Three months ended		Six months ended
	July 31, 2018		July 31, 2018
Customer Type
Wholesale	$	117,735	$	223,709
Direct to consumer		25,329		45,111
After-sales service		1,029		2,422
Consolidated	$	144,093	$	271,242

Period	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
May 1, 2017 – May 31, 2017		25,507	$	22.92		25,507	$	44,522,804
June 1, 2017 – June 30, 2017		3,839		21.60		2,000		44,480,613
July 1, 2017 – July 31, 2017		—		—		—		44,480,613
Total		29,346	$	22.75		27,507	$	44,480,613

~~2.1~~		Sale and Purchase Agreement dated July 3, 2017 between MGS Distribution Ltd and Lesa Bennett and Jemma Fennings in respect of the share capital of JLB Brands Ltd.*

31.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		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.

32.2		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.

101		The following financial information from Movado Group, Inc.’s Quarterly Report on Form 10-Q for the quarter ended July 31, ~~2017~~2018 filed with the SEC, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Cash Flows; and (v) the Notes to the Consolidated Financial Statements.

		MOVADO GROUP, INC.
		(Registrant)
Dated: August 29, ~~2017~~2018	By:	/s/ Sallie A. DeMarsilis
		Sallie A. DeMarsilis Senior Vice President, Chief Financial Officer and Principal Accounting Officer