8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)       April 5, 2011

MOVADO GROUP, INC.
(Exact name of registrant as specified in its charter)
NEW YORK
(State or other jurisdiction of incorporation)
1-16497	13-2595932
(Commission File Number)	(I.R.S. Employer Identification No.)
650 FROM ROAD, SUITE 375 PARAMUS, NEW JERSEY	07652-3556
(Address of principal executive offices)	(Zip Code)

(201) 267-8000

(Registrant’s Telephone Number, Including Area Code)

NOT APPLICABLE

(Former Name or Former Address, if Changed Since Last Report)

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

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01. Entry into a Material Definitive Agreement.

By an amendment dated April 5, 2011 (“Amendment No. 1”), Movado Group, Inc. (the “Company”), together with Movado Group Delaware Holdings Corporation, Movado Retail Group, Inc. and Movado LLC, each a wholly-owned domestic subsidiary of the Company (together with the Company, the “Borrowers”), Bank of America, N.A. and Bank Leumi USA, as lenders (“Lenders”), and Bank of America, N.A., as agent,  amended the Amended and Restated Loan and Security Agreement previously entered into by and among the parties dated as of July 17, 2009 (the “Existing Loan Agreement”).

Modifications to the Existing Loan Agreement effected by Amendment No. 1  include the following:

●   The applicable margins for LIBOR rate loans and for base rate loans were reduced by 1.25%.

●   The definition of LIBOR was changed to eliminate a floor of 2.0%.

●   The unused line fee was reduced from 0.75% to 0.375% per annum times the amount by which the revolver commitments exceed the average daily balance of revolver loans and the stated amount of letters of credit. In addition, the rate to which the unused line fee is increased, for any month in which the average daily balance of revolver loans and the stated amount of letters of credit is less than 50% of the revolver commitments, was reduced from 1.0% to 0.5%.

●   The number of examinations of the Company’s books and records for which Borrowers are required to reimburse Lenders was reduced from two to one per year if certain financial conditions are met. In addition, those conditions were modified to reduce the consolidated fixed charge coverage ratio from 1.25/1.00 to 1.00/1.00 and to establish the other conditions as availability greater than $25 million and outstanding obligations of less than $15 million.

●   Borrowers are permitted to pay dividends through July 17, 2012 in an aggregate amount not to exceed (a) $4 million during any four fiscal quarters or (b) $5.5 million during the entire period from February 1, 2011 through July 17, 2012, provided that no event of default has occurred and that, for the four fiscal quarter period most recently ended prior to the proposed dividend payment date, the Borrowers have achieved an adjusted consolidated fixed charge coverage ratio of at least 1.25 to 1.0 and have pro forma availability greater than $12.5 million.

The guarantees and collateral securing the credit facility remain unchanged. The representations and warranties and events of default remain unchanged as well and, except as described above, the covenants and all other provisions of the Existing Loan Agreement remain unchanged. Amendment No. 1 is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The above description of the material terms of Amendment No. 1 is qualified in its entirety by reference to Exhibit 10.1. 

Item 2.02. Results of Operations and Financial Condition.

On April 7, 2011, Movado Group, Inc. issued a press release announcing its results for the fourth quarter and fiscal year ended January 31, 2011.  The press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this item.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On April 5, 2011, the Board of Directors of the Company elected Alex Grinberg and Maurice Reznik to the Board effective April 11, 2011. The size of the Company's Board of Directors was increased from eight to ten in connection with these appointments.

There are no arrangements or understandings between Mr. Grinberg or Mr. Reznik and any other person pursuant to which either was selected as a director.

Inasmuch as he will not be an independent director, Mr. Grinberg will not serve on any committee of the Board. Mr. Reznik will serve as a member of the Audit Committee.

As an independent director, Mr. Reznik will be eligible to participate in the Company’s amended and restated 2004 stock incentive plan, as amended (“SIP”).

Mr. Alex Grinberg is a beneficial owner of more than five percent of the Company’s Class A Common Stock and is the brother of Efraim Grinberg, the CEO and Chairman of the Board of the Company. In addition, Mr. Alex Grinberg is the Company’s Senior Vice President of Customer/Consumer Centric Initiatives. In fiscal 2011, he earned $290,188 in salary and, as a participant in the Company’s SIP, received an award of 3,191 shares of common stock, vesting on April 5, 2013, subject to the same terms and conditions applicable to similar awards made to the other participants in that plan.

A copy of the press release announcing the election of Mr. Grinberg and Mr. Reznik is attached as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit No.	Description
10.1	Amendment No. 1 to Amended and Restated Loan and Security Agreement dated as of April 5, 2011 by and among Movado Group, Inc., Movado Group Delaware Holdings Corporation, Movado Retail Group, Inc. and Movado LLC, as Borrowers, Bank of America, N.A. and Bank Leumi USA, as lenders, and Bank of America, N.A., as agent.
99.1	Press Release issued April 7, 2011 announcing results for the fourth quarter and fiscal year ended January 31, 2011.
99.2	Press release issued April 7, 2011 announcing election to the Board of Directors of Alexander Grinberg and Maurice Reznik.

SIGNATURES

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

Dated:  April 7, 2011

MOVADO GROUP, INC.
By:	/s/ Timothy F. Michno
	Name:  Timothy F. Michno Title:    GT  Title:     General Counsel

EX-10.1

EXHIBIT 10.1

AMENDMENT NO. 1

TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of April 5, 2011, among MOVADO GROUP, INC., a New York corporation (“Group”), MOVADO GROUP DELAWARE HOLDINGS CORPORATION, a Delaware corporation (“DE Holdings”), MOVADO LLC, a Delaware limited liability company (“LLC”), MOVADO RETAIL GROUP, INC., a New Jersey corporation (“Retail”, and together with Group, DE Holdings and LLC, collectively, “Borrowers”), the financial institutions party to the Loan Agreement (as defined below) from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as agent for the Lenders (“Agent”).

W I T N E S S E T H:

WHEREAS, Borrowers, Lenders and Agent have entered into an Amended and Restated Loan and Security Agreement, dated as of July 17, 2009 (as amended or otherwise modified, extended or renewed from time to time, the “Loan Agreement”), and the other Loan Documents (as defined in the Loan Agreement); and

WHEREAS, Borrowers have requested that Lenders and Agent agree to amend certain provisions of the Loan Agreement, and Lenders and Agent are willing to agree to such amendments, subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS.

Capitalized terms used in this Amendment (including in the recitals above) and not otherwise defined shall have the meanings ascribed to such terms in the Loan Agreement.

SECTION 2.   ACKNOWLEDGMENTS.

2.1Acknowledgment of Obligations.  The parties hereby acknowledge, confirm and agree that as of the opening of business on April 5, 2011, Borrowers are indebted to Lenders and Agent in respect of Revolver Loans in the aggregate principal amount of $ 0 and in respect of LC Obligations in the aggregate principal amount of $670,870.54.  Such amounts, together with interest accrued and accruing thereon (to the extent applicable), and fees, costs, expenses and other charges relating thereto, each in accordance with the terms of the Loan Agreement, are unconditionally owing by Borrowers to Agent and Lenders in accordance with the terms of the Loan Documents, without offset, defense or counterclaim of any kind, nature or description whatsoever.

2.2Acknowledgment of Security Interests.  Borrowers hereby acknowledge, confirm and agree that Agent, for the benefit of Secured Parties, has and shall continue to have valid, enforceable and perfected first priority Liens in the Collateral.  Such Liens are the only Liens upon the Collateral, except Permitted Liens.

2.3Binding Effect of Documents.  Borrowers hereby acknowledge, confirm and agree that: (a) each of the Loan Documents has been duly executed and delivered, and each is in full force and effect as of the date hereof, (b) the agreements and obligations of Borrowers contained in the Loan Documents

and in this Amendment constitute the legal, valid and binding obligations of Borrowers, enforceable against them in accordance with their respective terms, and Borrowers have no valid defense to the enforcement of such obligations, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and to the effect of general principles of equity whether applied by a court of law or equity, and (c) Agent and Lenders are entitled to the rights, remedies and benefits provided for in the Loan Documents.

SECTION 3. AMENDMENTS.

3.1The following definitions in Section 1.1 of the Loan Agreement are hereby amended and restated in their entirety as follows:

“Applicable Margin: with respect to any Type of Loan, the margin set forth below, as determined by average Availability for the Fiscal Quarter then most recently ended (as determined by Agent):

Level	Average Availability	Base Rate Revolver Loans	LIBOR Revolver Loans
I	Less than or equal to $5,000,000	2.25%	3.25%
II	Greater than $5,000,000 and less than or equal to $12,500,000	2.00%	3.00%
III	Greater than $12,500,000	1.75%	2.75%

If, by the first day of a month, any financial statements and Compliance Certificate due in the preceding month have not been received, then the margins shall be determined as if Level I were applicable, from such day until the first day of the calendar month following actual receipt.”

“LIBOR: for any Interest Period with respect to a LIBOR Loan, the per annum rate of interest (rounded upward, if necessary, to the nearest 1/8th of 1%), determined by Agent at approximately 11:00 a.m. (London time) two Business Days prior to commencement of such Interest Period, for a term comparable to such Interest Period, equal to (a) the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source reasonably designated by Agent); or (b) if BBA LIBOR is not available for any reason, the interest rate at which Dollar deposits in the approximate amount of such LIBOR Loan would be offered by Bank of America’s London branch to major banks in the London interbank Eurodollar market.  If the Board of Governors imposes a Reserve Percentage with respect to LIBOR deposits at any time in which LIBOR is calculated pursuant to the immediately preceding sentence, then LIBOR shall be the foregoing rate set forth in the immediately preceding sentence, divided by 1 minus the Reserve Percentage.”

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3.2Section 3.2.1 of the Loan Agreement is hereby amended and restated in its entirety as follows:

“3.2.1        Unused Line Fee.  Borrowers shall pay to Agent, for the Pro Rata benefit of Lenders, a fee equal to 0.375% per annum times the amount by which the Revolver Commitments exceed the average daily balance of Revolver Loans and stated amount of Letters of Credit during any month; provided, that such percentage rate shall be increased to 0.50% per annum for any month in which the average daily balance of Revolver Loans and stated amount of Letters of Credit is less than 50% of the Revolver Commitments.  Such fee shall be payable in arrears, on the first day of each month and on the Commitment Termination Date.”

3.3Section 10.1.1(b) of the Loan Agreement is hereby amended and restated in its entirety as follows:

“(b)           Reimburse Agent for all reasonable charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three times per Loan Year; and (ii) appraisals of Inventory up to two times per Loan Year; provided, however, that, in the event (A) the Consolidated Fixed Charge Coverage Ratio is greater than 1.0 to 1.0, (B) Availability for the immediately preceding period of ninety (90) consecutive days has been greater than $25,000,000 and (C) the aggregate outstanding balance of the Obligations is less than $15,000,000, each Borrower shall, and shall cause each Subsidiary to, reimburse Agent for all reasonable charges, costs and expenses of Agent in connection with (i) such examinations, up to one time per Loan Year; and (ii) such appraisals up to one time per Loan Year; provided, further, that if an examination or appraisal is initiated during an Event of Default, all reasonable charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits.  Subject to and without limiting the foregoing, Borrowers specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group.  This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals (i) at any time in its sole discretion in the event that internal transfer pricing increases by more than ten percent (10%), at Borrowers’ expense, and (ii) at any other time in its reasonable determination, nor to use third parties for such purposes.”

3.4Section 10.2.4 of the Loan Agreement is hereby amended and restated in its entirety as follows:

“10.2.4.     Distributions; Upstream Payments.  Declare or make any Distributions, except Upstream Payments, pro rata Distributions to holders of Equity Interests in non-wholly owned Subsidiaries and the acquisition of Equity Interests of Group in connection with the cashless exercise of stock options, unless, (a) at the time of the declaration and making of any such Distribution, no Event of Default has occurred and is continuing and (b) upon giving effect to the making of any such Distribution, for the four (4) Fiscal Quarter period most recently ended prior to the proposed date of such Distribution for which financial statements and a Compliance Certificate have been delivered to Agent in accordance with Section 10.1.2(a), (b) or (d), as applicable, the Consolidated Fixed Charge Coverage Ratio (including, for this purpose, such proposed Distribution) is greater than 1.25 to 1.0, Domestic EBITDA is greater than $0 and pro forma Availability is greater than the product of (i) 0.25, multiplied by (ii) the lesser of (A) the aggregate amount of Revolver Commitments or (B) the sum of the Accounts Formula Amount, plus the Inventory Formula Amount, minus the Availability Reserve.  Notwithstanding anything to the contrary contained herein, Group may make (a) open market purchases of its own Equity Interests substantially contemporaneously with its receipt of the proceeds of Upstream Payments from its Foreign Subsidiaries, in an amount not to exceed $15,000,000 in the aggregate during the term of this Agreement and (b) Distributions during any four (4) Fiscal Quarter period in an

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aggregate amount not to exceed $4,000,000, provided, that, Distributions during the period from February 1, 2011 through July 17, 2012 shall not exceed $5,500,000 in the aggregate and, provided further, that, in the case of this clause (b), (i) at the time of the declaration and making of any such Distribution, no Event of Default has occurred and is continuing and (ii) upon giving effect to the making of any such Distribution, for the four (4) Fiscal Quarter period most recently ended prior to the proposed date of such Distribution for which financial statements and a Compliance Certificate have been delivered to Agent in accordance with Section 10.1.2(a), (b) or (d), as applicable, the Consolidated Fixed Charge Coverage Ratio (including, for this purpose, such proposed Distribution, and excluding, for this purpose, (x) the charge of not more than $23,800,000 related to the closure of Borrowers’ 31 boutique stores in June 2010 and (y) an Inventory writedown of not more than $25,000,000 in the Fiscal Quarter ending January 31, 2012 related to Borrowers’ melting down of approximately $30,000,000 of watch Inventory and discontinuation of the manufacture of watch movements) is greater than 1.25 to 1.0 and pro formaAvailability is greater than $12,500,000.”

SECTION 4. REPRESENTATIONS, WARRANTIES AND COVENANTS.

Borrowers hereby represent, warrant and covenant with and to Agent and Lenders as follows:

4.1Representations in Loan Documents.  Each of the representations and warranties made by or on behalf of Borrowers to Agent and Lenders in any of the Loan Documents was true and correct when made and in all material respects is true and correct on and as of the date of this Amendment with the same full force and effect as if each of such representations and warranties had been made by or on behalf of Borrowers on the date hereof and in this Amendment (other than such representations and warranties that relate solely to a specific prior date).

4.2Binding Effect of Documents.  This Amendment and the other Loan Documents have been duly executed and delivered to Agent by Borrowers and are in full force and effect, as modified hereby.

4.3No Conflict, Etc.  The execution, delivery, and performance of this Amendment by Borrowers will not violate any requirement of law or contractual obligation of any Borrower and will not result in, or require, the creation or imposition of any Lien on any of any Borrower’s properties or revenues, other than Permitted Liens.

4.4No Default or Event of Default.  No Default or Event of Default exists immediately prior to, or will exist immediately after, the execution of this Amendment and the other documents, instruments and agreements, if any, executed and delivered in connection herewith.

SECTION 5.   CONDITIONS TO EFFECTIVENESS OF THIS AMENDMENT.

The effectiveness of the terms and provisions of this Amendment shall be subject to the receipt by Agent of (a) an original of this Amendment, duly authorized, executed and delivered by Borrowers, Agent and Lenders, (b) a fee, for the Pro Rata benefit of Lenders, in the amount of $50,000, which fee (i) shall be fully earned and due and payable, and charged by Agent to Borrowers’ account, on the date hereof and (ii) shall not be subject to refund, rebate or proration for any reason whatsoever, and (c) such other documents, instruments and agreements as Agent in its discretion deems reasonably necessary, all in form and substance satisfactory to Agent.

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SECTION 6. PROVISIONS OF GENERAL APPLICATION.

6.1Effect of this Amendment.  Except as modified pursuant hereto, and pursuant to the other documents, instruments and agreements, if any, executed and delivered in connection herewith, no other changes or modifications to the Loan Documents are intended or implied and in all other respects the Loan Documents are hereby specifically ratified, restated and confirmed by all parties hereto as of the effective date hereof.  To the extent of conflict between the terms of this Amendment and the other Loan Documents, the terms of this Amendment shall control.  Any Loan Document amended hereby shall be read and construed with this Amendment as one agreement.

6.2Costs and Expenses.  Borrowers absolutely and unconditionally agree to pay to Agent, on demand by Agent at any time and as often as the occasion therefor may require, whether or not all or any of the transactions contemplated by this Amendment are consummated: all reasonable fees and disbursements of any counsel to Agent in connection with the preparation, negotiation, execution, or delivery of this Amendment and any documents, instruments and agreements delivered in connection with the transactions contemplated hereby and all reasonable expenses which shall at any time be incurred or sustained by Agent as a consequence of or in any way in connection with the preparation, negotiation, execution, or delivery of this Amendment and any documents, instruments and agreements prepared, negotiated, executed or delivered in connection with the transactions contemplated hereby.

6.3No Third Party Beneficiaries.  The terms and provisions of this Amendment shall be for the benefit of the parties hereto and their respective successors and assigns; no other Person shall have any right, benefit or interest under this Amendment.

6.4Further Assurances.  The parties hereto shall execute and deliver such additional documents and take such additional action as may be reasonably necessary or desirable to effectuate the provisions and purposes of this Amendment.

6.5Binding Effect.  This Amendment shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns.

6.6Merger.  This Amendment sets forth the entire agreement and understanding of the parties with respect to the matters set forth herein.  This Amendment cannot be changed, modified, amended or terminated except in a writing executed by the party to be charged.

6.7Survival of Representations and Warranties.  All representations and warranties made in this Amendment or any other document, instrument or agreement furnished in connection with this Amendment shall survive the execution and delivery of this Amendment and the other documents, instruments and agreements, and no investigation by Agent or any closing shall affect such representations and warranties or the right of Agent and Lenders to rely upon them.

6.8Severability.  Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment.

6.9Reviewed by Attorneys.  Borrowers represent and warrant to Agent and Lenders that they (a) understand fully the terms of this Amendment and the consequences of the execution and delivery of this Amendment, (b) have been afforded an opportunity to have this Amendment reviewed by, and to discuss this Amendment and each document, instrument and agreement executed in connection herewith with, such attorneys and other persons as Borrowers may wish, and (c) have entered into this Amendment and executed and delivered all documents in connection herewith of their own free will and accord and without threat, duress or other coercion of any kind by any Person.  The parties hereto acknowledge and agree that neither this Amendment nor the other documents, instruments and

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agreements executed pursuant hereto shall be construed more favorably in favor of one than the other based upon which party drafted the same, it being acknowledged that all parties hereto contributed substantially to the negotiation and preparation of this Amendment and the other documents, instruments and agreements executed pursuant hereto or in connection herewith.

6.10    Governing Law; Consent to Jurisdiction and Venue. 

(a)THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, UNLESS OTHERWISE SPECIFIED, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES (BUT GIVING EFFECT TO FEDERAL LAWS RELATING TO NATIONAL BANKS).

(b)EACH BORROWER HEREBY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT SITTING IN OR WITH JURISDICTION OVER THE STATE OF NEW YORK, IN ANY PROCEEDING OR DISPUTE RELATING IN ANY WAY TO ANY LOAN DOCUMENTS, AND AGREES THAT ANY SUCH PROCEEDING SHALL BE BROUGHT BY IT SOLELY IN ANY SUCH COURT.  EACH BORROWER IRREVOCABLY WAIVES ALL CLAIMS, OBJECTIONS AND DEFENSES THAT IT MAY HAVE REGARDING SUCH COURT’S PERSONAL OR SUBJECT MATTER JURISDICTION, VENUE OR INCONVENIENT FORUM.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 14.3.1 of the Loan Agreement.  Nothing herein shall limit the right of Agent or any Lender to bring proceedings against any Obligor in any other court, nor limit the right of any party to serve process in any other manner permitted by Applicable Law.  Nothing in this Agreement shall be deemed to preclude enforcement by Agent of any judgment or order obtained in any forum or jurisdiction.

6.11    Waivers.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER WAIVES (A) THE RIGHT TO TRIAL BY JURY (WHICH AGENT AND EACH LENDER HEREBY ALSO WAIVES) IN ANY PROCEEDING OR DISPUTE OF ANY KIND RELATING IN ANY WAY TO ANY LOAN DOCUMENTS, OBLIGATIONS OR COLLATERAL; (B) PRESENTMENT, DEMAND, PROTEST, NOTICE OF PRESENTMENT, DEFAULT, NON-PAYMENT, MATURITY, RELEASE, COMPROMISE, SETTLEMENT, EXTENSION OR RENEWAL OF ANY COMMERCIAL PAPER, ACCOUNTS, DOCUMENTS, INSTRUMENTS, CHATTEL PAPER AND GUARANTIES AT ANY TIME HELD BY AGENT ON WHICH SUCH BORROWER MAY IN ANY WAY BE LIABLE, AND HEREBY RATIFIES ANYTHING AGENT MAY DO IN THIS REGARD; (C) NOTICE PRIOR TO TAKING POSSESSION OR CONTROL OF ANY COLLATERAL; (D) ANY BOND OR SECURITY THAT MIGHT BE REQUIRED BY A COURT PRIOR TO ALLOWING AGENT TO EXERCISE ANY RIGHTS OR REMEDIES; (E) THE BENEFIT OF ALL VALUATION, APPRAISEMENT AND EXEMPTION LAWS; (F) ANY CLAIM AGAINST AGENT OR ANY LENDER, ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES) IN ANY WAY RELATING TO ANY ENFORCEMENT ACTION, OBLIGATIONS, LOAN DOCUMENTS OR TRANSACTIONS RELATING THERETO; AND (G) NOTICE OF ACCEPTANCE HEREOF.  Each Borrower acknowledges that the foregoing waivers are a material inducement to Agent and Lenders entering into this Agreement and that Agent and Lenders are relying upon the foregoing in their dealings with Borrowers.  Each Borrower has reviewed the foregoing waivers with its legal counsel and has knowingly and voluntarily waived its jury trial and other rights following consultation with legal counsel.  In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

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6.12    Counterparts.  This Amendment may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Amendment shall become effective when Agent has received counterparts bearing the signatures of all parties hereto.  Delivery of a signature page of this Amendment by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Amendment.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date first written above.

BORROWERS:

MOVADO GROUP, INC.

By: /s/ Sallie A. DeMarsilis

Title: Senior Vice President, Chief Financial Officer

MOVADO GROUP DELAWARE HOLDINGS

CORPORATION

By: /s/ Timothy F. Michno

Title: General Counsel

MOVADO LLC

By: /s/ Timothy F. Michno

Title: General Counsel

MOVADO RETAIL GROUP, INC.

By: /s/ Sallie A. DeMarsilis

Title: Vice President, Treasurer

AGENT AND LENDER:

BANK OF AMERICA, N.A.,

as Agent and a Lender

By: /s/ Robert Mahoney

Title: Senior Vice President

LENDER:

BANK LEUMI USA,

as a Lender

By: /s/ Anthony Tullo

Title: Vice President

Amendment No. 1 to Loan and Security

Agreement

EX-99.1

EXHIBIT 99.1

 

APPROVED BY:	Rick Coté President and Chief Operating Officer 201-267-8000
CONTACT:	FD Leigh Parrish/Stephanie Rich 212-850-5600

FOR IMMEDIATE RELEASE

MOVADO GROUP, INC. ANNOUNCES FOURTH QUARTER AND

FISCAL 2011 RESULTS

~ Adjusted Fiscal Year EBITDA Increased to $26.7 Million from $7.6 Million Last Year ~

~ Cash Provided by Continuing Operating Activities Increased to $53.6 Million ~

~ Fourth Quarter GAAP Results Include Non-Cash Charges of $32.6 Million, or $1.31 per

Diluted Share ~

~ Reinstates Quarterly Dividend Program ~

Paramus, NJ – April 7, 2011 -- Movado Group, Inc. (NYSE: MOV) today announced fourth quarter and fiscal year results for the period ended January 31, 2011. The Company completed the closure of its boutiques on June 30, 2010 and results for the boutiques for all periods are reported as discontinued operations.  All financial results in this press release are for continuing operations unless otherwise stated.

In the fourth quarter of fiscal 2011, the Company reported non-cash charges of $32.6 million, or $1.31 per diluted share, which included: pre-tax, non-cash charges related to inventory of certain non-core gold watches and related parts and mechanical movements of $24.1 million, or $0.81 per diluted share, a pre-tax, non-cash impairment charge related to long lived assets of $3.1 million, or $0.10 per diluted share, and a non-cash tax charge of $10.1 million, or $0.40 per diluted share, to record valuation allowances on certain of the Company’s Swiss deferred tax assets (see attached table for reconciliation of GAAP to non-GAAP measures).

Adjusted income from continuing operations, excluding the aforementioned non-cash charges, was $1.3 million, or $0.05 per diluted share in the fourth quarter of fiscal 2011, compared to adjusted loss from continuing operations of $3.4 million, or $0.14 per diluted share, in the fourth quarter of fiscal 2010 (see attached table for reconciliation of GAAP to non-GAAP measures). On a GAAP basis, loss from

continuing operations in the fourth quarter of fiscal 2011 was $31.3 million, or $1.26 per diluted share, compared to loss from continuing operations of $14.9 million, or $0.60 per diluted share, in the fourth quarter of fiscal 2010.

Efraim Grinberg, Chairman and Chief Executive Officer, stated, “I am pleased with our adjusted operating results for fiscal 2011, as we saw sales increase by 14% and EBITDA increase to $26.7 million from $7.6 million on an adjusted basis.  During the year, we generated strong results in our Movado brand with sales growth in excess of 20%, which best exemplifies the momentum we have gained since we refocused our company on the wholesale watch business.  Growth in our Movado brand was fueled by the very successful introduction of the Movado Bold collection, strong product innovation and a reenergized marketing program.  We continued to experience solid results with our licensed brands as we focused on strong, trend-right product introductions.  With the actions that we took during the year, including closing our boutiques, we are now on a path to continue to grow our brands and increase sales and profitability.  Finally, we are also pleased to have reinstated our quarterly dividend program.”

Fourth Quarter Fiscal 2011

—   Net sales in the fourth quarter of fiscal 2011 increased 23.1% to $101.0 million compared to $82.1 million in the fourth quarter of fiscal 2010.  Excluding excess discontinued product sales of $1.0 million in the prior year quarter, net sales increased approximately 24.5%, driven by growth in every brand category.

—   On a GAAP basis, gross profit in the fourth quarter of fiscal 2011 was $30.9 million, or 30.6% of sales, compared to $29.8 million, or 36.3% of sales in the fourth quarter last year. Excluding the aforementioned inventory charge in the fourth quarter of fiscal 2011, gross profit in the fourth quarter of fiscal 2011 was $55.0 million, or 54.5% of sales. This compares to $37.9 million, or 46.7% of sales, which excludes excess discontinued product sales and a pre-tax, non-cash inventory charge of $8.8 million in the fourth quarter of fiscal 2010.  The gross margin percentage was unfavorably impacted by the inventory charges, as previously mentioned, offset by favorable fluctuations in foreign currency, as well as absorption of fixed costs in the prior year period.

—   Operating expenses increased $1.2 million, or 2.3% to $54.5 million compared to $53.3 million in the fourth quarter last year.  The fourth quarters of fiscal 2011 and 2010 include impairment charges of $3.1 million and $2.5 million, respectively.

—   Adjusted operating income, excluding the aforementioned non-cash charges, increased to $3.6 million in the fourth quarter of fiscal 2011, compared to adjusted operating loss of $12.9 million in the same period last year (see attached table for reconciliation of GAAP to non-GAAP measures). On a GAAP basis, operating loss was $23.6 million in the fourth quarter of fiscal 2011 compared to operating loss of $23.5 million in the prior year period, which included the aforementioned special items.

—   Excluding the impact of the aforementioned items, the Company recorded a tax provision in the fourth quarter of fiscal 2011 of $1.8 million, which equates to an effective tax rate of 54.7% as compared to a tax provision of $7.2 million on a GAAP basis.

—   Net loss for the fourth quarter of fiscal 2011 was $31.3 million, or $1.26 per diluted share, compared to net loss for the fourth quarter of fiscal 2010, including the results of discontinued operations, of $23.6 million, or $0.96 per diluted share, both of which also include the aforementioned special items.

—   Adjusted EBITDA in the fourth quarter of fiscal 2011 increased to $6.9 million compared to adjusted EBITDA loss of $9.3 million in the fourth quarter of fiscal 2010.   Including the aforementioned special items, EBITDA was a loss of $20.3 million in the fourth quarter of fiscal 2011 as compared to a loss of $19.9 million in the fourth quarter of fiscal 2010 (see attached table for reconciliation of GAAP to non-GAAP measures).

Fiscal 2011

—   Net sales in fiscal 2011 increased 9.3% to $382.2 million compared to $349.7 million in fiscal 2010. Excluding excess discontinued product sales of $14.6 million in the prior year period, net sales increased 14.1%, primarily driven by double digit sales increases in Movado and the licensed brands in the U.S. and international markets.

—   On a GAAP basis gross profit was $185.2 million, or 48.5% of sales, compared to $165.7 million, or 47.4% of sales, in fiscal 2010.  Excluding inventory charges recorded in fiscal 2011 and 2010, and excess discontinued product sales in fiscal 2010, gross profit in fiscal 2011 was $209.3 million, or 54.8% of sales, compared to $176.8 million, or 52.8% of sales in fiscal 2010.

—   Operating expenses increased 4.2% to $195.1 million versus $187.2 million last year.  Operating expenses in fiscal 2011 and 2010 include the aforementioned impairment charges of $3.1 million and $2.5 million, respectively, as well as a $4.3 million, or $0.17 per diluted share, reversal of a retirement liability in fiscal 2011.

—   Adjusted operating income in fiscal 2011 increased to $13.0 million compared to adjusted operating loss of $7.9 million last year (see attached table for reconciliation of GAAP to non-GAAP measures). On a GAAP basis, operating loss in fiscal 2011 was $9.9 million, which included the aforementioned pre-tax, non-cash items totaling $22.9 million, or $0.74 per diluted share, compared to an operating loss of $21.5 million last year, which included one-time items totaling $13.6 million, or $0.42 per diluted share.

—   Excluding the impact of the aforementioned items, the Company recorded a tax provision in fiscal 2011 of $3.4 million, which equates to an effective tax rate of 30.3% as compared to a tax provision of $8.8 million on a GAAP basis.

—   Adjusted income from continuing operations in fiscal 2011 was $7.1 million, or $0.28 per diluted share, compared to adjusted loss from continuing operations of $2.1 million, or $0.08 per diluted share in fiscal 2010 (see attached table for reconciliation of GAAP to non-GAAP measures).  On a GAAP basis, loss from continuing operations for fiscal 2011 was $21.2 million, or $0.86 per diluted share, which included the aforementioned non-cash items recorded in fiscal 2011 totaling $28.3 million, or $1.14 per diluted share. This compares to a loss from continuing operations of $39.7 million, or $1.62 per diluted share for fiscal 2010, which included one-time items totaling $37.6 million, or $1.53 per diluted share.

—   Net loss for fiscal 2011, including the results of discontinued operations, was $44.9 million, or $1.81 per diluted share. This compares to net loss for fiscal 2010 of $54.6 million, or $2.23 per diluted share.  The net loss for both periods included the aforementioned special items.

—   Adjusted EBITDA in fiscal 2011 increased to $26.7 million compared to adjusted EBITDA of $7.6 million in fiscal 2010 (see attached table for reconciliation of GAAP to non-GAAP measures).  Including the aforementioned special items, EBITDA in fiscal 2011 was $3.8 million compared to a loss of $6.1 million in fiscal 2010.

—   At the end of fiscal 2011, the Company had $103.0 million of cash and cash equivalents, up from $71.0 million at the end of fiscal 2010. Additionally, the Company ended the year with no debt compared to debt of $10.0 million at the end of the prior fiscal year.

—   The Company had cash flow from continuing operations of $53.6 million in fiscal 2011 and $41.1 million in fiscal 2010 and cash flow from operations of $40.4 million in fiscal 2011 and $34.7 million in fiscal 2010.

Rick Coté, President and Chief Operating Officer, stated, “We are pleased with our adjusted results for the fourth quarter and fiscal year. We achieved double-digit sales increases, returned the business to profitability with an adjusted operating profit of $13 million, maintained a strong balance sheet and delivered over $40 million in operating cash flow.  Our brands experienced very strong holiday sales closing out a year in which we had strong sell through at our retail partners, with double digit sales growth across Movado and our licensed brands both domestically and internationally. We recorded one-time charges in the fourth quarter as a result of taking proactive steps to exit the manufacturing of proprietary mechanical movements and disposition of discontinued gold product.  We are confident that these are appropriate actions that will enable us to better focus on delivering our desired sales and profit targets.  We have made significant progress in repositioning and improving our business in the past year and we look forward to implementing the initiatives we have in place to continue to drive our business this year.”
 

Fiscal 2012 Guidance

The Company also provided its guidance for fiscal 2012 and anticipates that EBITDA will range between $31.5 million and $33.5 million in fiscal 2012. The Company anticipates net income in the range of $15 million to $16.5 million, or $0.60 to $0.65 per diluted share with a tax rate that is expected to range between 10% and 15%.  This guidance is predicated on an 11% to 13% sales increase for the year.  The Company’s guidance also assumes no unusual charges for fiscal 2012.

Amendment of Bank Agreement

Effective April 5, 2011, the Company amended its Amended and Restated Loan and Security Agreement dated as of July 17, 2009 with Bank of America, N.A. and Bank Leumi USA to reflect more favorable current market rate conditions and to modify certain covenants related to the payment of dividends.

Reinstatement of Quarterly Dividend Program

On April 5, 2011 the Company’s board of directors decided to reinstate a quarterly cash dividend subject, each quarter, to the board’s review of the Company’s financial performance and other factors as determined by the board. As a result of Movado Group’s strong financial position, the board of directors approved the payment on April 29, 2011 of a cash dividend in the amount of $0.03 for each share of the Company’s outstanding common stock and class A common stock held by shareholders of record as of the close of business on April 18, 2011. The Company anticipates a total annualized dividend of $0.12 per share of common stock and class A common stock, or approximately $3 million based on the current number of outstanding shares.  However, 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 by the board of directors, in its sole discretion, each quarter.

Conference Call

The Company’s management will host a conference call today, April 7th at 10:00 a.m. Eastern Time.  A live broadcast of the call will be available on the Company’s website:  www.movadogroup.com.  This call will be archived online within one hour of the completion of the conference call.

Movado Group, Inc. designs, sources, and distributes MOVADO®, EBEL®, CONCORD®, ESQ® by Movado, COACH®, TOMMY HILFIGER®, HUGO BOSS®, JUICY COUTURE® and LACOSTE® watches worldwide, and operates Movado company stores in the United States.

In this release, the Company presents certain adjusted financial measures that are not calculated according to generally accepted accounting principles in the United States (“GAAP”).  Specifically, the Company is presenting adjusted operating income/(loss), which is operating income/(loss) under GAAP, adjusted to eliminate the effect of a charge for excess inventory, an asset impairment, a reversal of a retirement liability (which occurred in fiscal 2011) and losses on sales of discontinued inventory (which occurred in fiscal 2010).  The Company is also presenting adjusted EBITDA, which is operating income/(loss) under GAAP, adjusted to eliminate the above-described adjustments due to a charge for excess inventory, an asset impairment, the reversal of the retirement liability and the sales of discontinued inventory and to eliminate depreciation and amortization.  The Company is also presenting adjusted income/(loss), which is income/(loss) under GAAP, adjusted to eliminate the gain from the reversal of a retirement liability, the losses on the charge for excess inventory, the asset impairment, sales of discontinued inventory, refinancing expenses and fees associated with the refinancing and repayment of the Company’s former credit and note agreements and a non-cash charge due to recording valuation allowances on certain of the Company's deferred tax assets. The Company believes that adjusted EBITDA, adjusted operating income/(loss) and adjusted income/(loss) are performance measures that are useful to investors because they eliminate the effect of items that the Company believes are not characteristic

of its ongoing business. Furthermore, adjusted EBITDA is useful as a performance measure to investors, since it gives investors a measure of the Company's ability to generate cash to service its debt and other cash expenditures. These non-GAAP financial measures are designed to complement the GAAP financial information presented in this release.  The non-GAAP financial measures presented should not be considered in isolation from or as a substitute for the comparable GAAP financial measure.

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company has tried, whenever possible, to identify these forward-looking statements using words such as  “expects,” “anticipates,” “believes,” “targets,” “goals,” “projects,” “intends,” “plans,” “seeks,” “estimates,” “may,” “will,” “should” and similar expressions. Similarly, statements in this press release that describe the Company's business strategy, outlook, objectives, plans, intentions or goals are also forward-looking statements. Accordingly, such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause the Company's actual results, performance or achievements and levels of future dividends to differ materially from those expressed in, or implied by, these statements. These risks and uncertainties may include, but are not limited to: actual or perceived weakness in the U.S. and global economy and fluctuations in consumer spending and disposable income, the Company’s ability to successfully implement its brand strategies, the ability of the Company’s brand strategies to improve its net sales, profitability and other results of operations, the Company’s ability to successfully introduce and sell new products, the Company's ability to successfully integrate the operations of newly acquired and/or licensed brands without disruption to its other business activities, changes in consumer demand for the Company’s products, risks relating to the fashion and retail industry, import restrictions, competition, seasonality, commodity price and exchange rate fluctuations, changes in local or global economic conditions, and the other factors discussed in the Company’s Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. These statements reflect the Company's current beliefs and are based upon information currently available to it. Be advised that developments subsequent to this press release are likely to cause these statements to become outdated with the passage of time. The Company assumes no duty to update its forward looking statements and this release shall not be construed to indicate the assumption by the Company of any duty to update its guidance in the future.

(Tables to follow)

MOVADO GROUP, INC.

Consolidated Statements of Operations

(in thousands, except per share data)

(Unaudited)

	Three Months Ended						Twelve Months Ended
	January 31,						January 31,
	2011			2010			2011			2010
Continuing Operations:
Net sales	$	100,995		$	82,076		$	382,190		$	349,705
Cost of sales		70,104			52,288			196,951			184,043
Gross profit		30,891			29,788			185,239			165,662
Selling, general and administrative expenses		54,450			53,277			195,099			187,177
Operating loss		(23,559	)		(23,489	)		(9,860	)		(21,515	)
Interest expense		(439	)		(738	)		(2,247	)		(4,535	)
Interest income		90			24			319			111
Loss from continuing operations before income taxes		(23,908	)		(24,203	)		(11,788	)		(25,939	)
Provision for / (benefit) from income taxes		7,219			(9,312	)		8,792			13,553
Loss from continuing operations		(31,127	)		(14,891	)		(20,580	)		(39,492	)
Discontinued Operations:
Loss from discontinued operations, net of tax		-			(8,675	)		(23,675	)		(14,909	)
Net loss		(31,127	)		(23,566	)		(44,255	)		(54,401	)
Less: income / (loss) attributed to noncontrolling interests		179			(8	)		665			224
Net loss attributed to Movado Group, Inc.	$	(31,306	)	$	(23,558	)	$	(44,920	)	$	(54,625	)
Loss attributable to Movado Group, Inc.:
Loss from continuing operations, net of tax	$	(31,306	)	$	(14,883	)	$	(21,245	)	$	(39,716	)
Loss from discontinued operations, net of tax		-			(8,675	)		(23,675	)		(14,909	)
Net loss	$	(31,306	)	$	(23,558	)	$	(44,920	)	$	(54,625	)
Per Share Information:
Loss from continuing operations attributed to Movado Group Inc.	$	(1.26	)	$	(0.60	)	$	(0.86	)	$	(1.62	)
Loss from discontinued operations	$	0.00		$	(0.35	)	$	(0.96	)	$	(0.61	)
Net loss attributed to Movado Group, Inc.	$	(1.26	)	$	(0.96	)	$	(1.81	)	$	(2.23	)
Weighted diluted average shares outstanding		24,821			24,636			24,753			24,541

MOVADO GROUP, INC.

Reconciliation tables

(in thousands, except per share data)

(Unaudited)

	Three Months Ended January 31,						Twelve Months Ended January 31,
	2011			2010			2011			2010
Continuing Operations:
Operating loss (GAAP)	$	(23,559	)	$	(23,489	)	$	(9,860	)	$	(21,515	)
Inventory charges (1)		24,105			8,777			24,105			8,777
Asset write-downs (2)		3,086			2,464			3,086			2,464
Retirement liability reversal (3)		-			-			(4,305	)		-
Sales of excess discontinued inventory (4)		-			(682	)		-			2,407
Adjusted operating income / (loss) (non-GAAP)		3,632			(12,930	)		13,026			(7,867	)
Depreciation and amortization		3,297			3,632			13,705			15,428
Adjusted EBITDA (non-GAAP)	$	6,929		$	(9,298	)	$	26,731		$	7,561

	Three Months Ended January 31,						Twelve Months Ended January 31,
		2011			2010			2011			2010
Continuing Operations:
Loss attributed to Movado Group, Inc. (GAAP)	$	(31,306	)	$	(14,883	)	$	(21,245	)	$	(39,716	)
Inventory charges (1)		19,999			6,864			19,999			6,864
Asset write-downs (2)		2,558			1,931			2,558			1,931
Retirement liability reversal (3)		-			-			(4,305	)
Sales of excess discontinued inventory (4)		-			(427	)		-			1,507
Refinancing expenses and fees (5)		-			-			-			839
Tax adjustments (6)		10,057			3,100			10,057			26,500
Adjusted income / (loss) attributed to Movado Group, Inc. (non-GAAP)	$	1,308		$	(3,415	)	$	7,064		$	(2,075	)
Adjusted income / (loss) per share (non-GAAP)	$	0.05		$	(0.14	)	$	0.28		$	(0.08	)
Weighted diluted average shares outstanding		25,016			24,636			25,022			24,541

(1) Reflects non-cash charges, primarily for certain non-core gold and mechanical movement inventory in fiscal 2011, and excess non-core inventory in fiscal 2010.

(2) Amounts in the current year represent the write-down of certain assets related to intangible assets, tooling costs and trade booths for the Basel Fair.  Amounts in the prior year represent the write-down of certain assets related to trade booths for the Basel Fair.

(3) Reversal of a previously recorded liability for a retirement agreement with the Company's former Chairman.  The liability was reversed and recorded as a reduction of selling, general and administrative expenses.

(4) Losses associated with sales of excess discontinued inventory.

(5) Expenses and fees associated with the refinancing and repayment of the Company's former credit and note agreements.  These charges were recorded in interest expense on the Consolidated Statements of Operations.

(6) Actual taxes in all periods primarily reflect non-cash charges to record valuation allowances on certain of the Company's net deferred tax assets.  Additionally, the prior periods included a partial offset for an income tax benefit attributable to the tax law changes increasing the net operating loss carryback period.

MOVADO GROUP, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands)

(Unaudited)

	January 31,		January 31,
	2011		2010
ASSETS
Cash and cash equivalents	$	103,016	$	70,975
Trade receivables, net		59,768		67,785
Inventories		179,516		204,096
Other current assets		30,597		37,435
Total current assets		372,897		380,291
Property, plant and equipment, net		38,525		47,394
Deferred income taxes		8,164		12,347
Other non-current assets		22,522		29,345
Total assets	$	442,108	$	469,377

LIABILITIES AND EQUITY
Accounts payable	$	21,487	$	22,661
Accrued liabilities		39,734		35,161
Deferred and current income taxes payable		1,328		541
Total current liabilities		62,549		58,363
Long-term debt		-		10,000
Deferred and non-current income taxes payable		6,960		7,874
Other non-current liabilities		17,869		21,688
Noncontrolling interests		2,280		1,884
Shareholders' equity		352,450		369,568
Total liabilities and equity	$	442,108	$	469,377

MOVADO GROUP, INC.

CONDENSED STATEMENTS OF CASHFLOW

(in thousands)

(Unaudited)

	Twelve Months Ended
	January 31,
	2011			2010
Cash flows provided by operating activities:
Loss from continuing operations	$	(20,580	)	$	(39,492	)
Depreciation and amortization		13,705			15,428
Other non-cash adjustments		9,763			24,782
Changes in working capital		49,062			40,455
Changes in non-current assets and liabilities		1,621			(39	)
Cash provided by continuing operating activities		53,571			41,134
Cash used in discontinued operating activities		(13,207	)		(6,414	)
Net cash provided by operating activities		40,364			34,720
Net cash used in investing activities		(7,701	)		(5,480	)
Cash flows used in financing activities :
Net borrowings/(repayment) of debt		(10,000	)		(48,930	)
Dividends Paid		-			(1,220	)
Other Financing		402			(2,114	)
Cash used in financing activities from continuing operations		(9,598	)		(52,264	)
Effect of exchange rate changes on cash		8,976			7,378
Net change in cash		32,041			(15,646	)
Cash and cash equivalents at beginning of year		70,975			86,621
Cash and cash equivalent at end of year	$	103,016		$	70,975

EX-99.2

EXHIBIT 99.2

APPROVED BY:	Rick Coté President and Chief Operating Officer 201-267-8000
CONTACT:	FD Leigh Parrish/Stephanie Rich 212-850-5600

FOR IMMEDIATE RELEASE

MOVADO GROUP, INC. ANNOUNCES APPOINTMENT OF TWO NEW MEMBERS

TO ITS BOARD OF DIRECTORS

Paramus, NJ – April 7, 2011 -- Movado Group, Inc. (NYSE: MOV) today announced the appointment of two new members to its Board of Directors effective April 11, 2011. The two new directors are Maurice Reznik, Chief Executive Officer of Maidenform Brands, Inc., and Alex Grinberg, Senior Vice President, Consumer/Customer Centric Initiatives for Movado Group. MauriceReznik will also serve as a member of the Audit Committee. With the appointment of Maurice Reznik and Alex Grinberg, the size of Movado’s board of directors will increase from eight to ten.

Maurice Reznik, age 56, brings more than 30 years of experience to Movado Group. He has been Chief Executive Officer and a director of Maidenform Brands since July 2008. Maurice Reznik has held positions of increasing responsibility with the company since 1998. Prior to joining Maidenform, Maurice Reznik held various sales and management positions in the intimate apparel industry, most recently as President of Warner’s Intimate Apparel Group, a division of Warnaco, Inc.  He has also held a series of positions with other consumer product companies, including VF Corporation and Sara Lee Corporation. Maurice Reznik is the founder of the For Love of Life Colon Cancer charity, and serves on the boards of the American Apparel and Footwear Association and the Fashion Institute of Technology. He received a B.A. in Economics from Queens College in New York City.

Alex Grinberg, age 48, brother of the Company’s Chairman and Chief Executive Officer, Efraim Grinberg, has been with the Company for 17 years. He has significant brand and international experience with the Company having served as President of Concord and previously as general manager of the Company’s Asian businesses. In that role, Alex Grinberg was stationed in the Far East and spent several years developing Movado Group brands in Hong Kong and Japan.  Alex Grinberg joined the Company in 1994 as territory manager for the Movado brand. He received an M.B.A. in Finance from New York University’s Stern School of Business and a B.S. in Business Administration from Washington University.

Efraim Grinberg, Chairman and Chief Executive Officer, stated, “We believe Maurice and Alex will be a strong complement to our current Board of Directors. Maurice’s business acumen, particularly related to marketing, merchandising and sales, coupled with his expertise in leading a public company will be very valuable to our Company.  Alex brings strong knowledge of the Company’s operations and the values that are so important to our culture. We look forward to working closely with Maurice and Alex and we are pleased that both will help guide Movado Group as we carry out the next phase of our growth.”

Movado Group, Inc. designs, sources, and distributes MOVADO®, EBEL®, CONCORD®, ESQ® by Movado, COACH®, TOMMY HILFIGER®, HUGO BOSS®, JUICY COUTURE® and LACOSTE® watches worldwide, and operates Movado company stores in the United States.