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[X]
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Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended
July 30, 2016
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[ ]
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Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from _____________ to _____________
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CALERES, INC.
(
Exact name of registrant as specified in its charter)
|
|
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New York
(State or other jurisdiction
of incorporation or organization)
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43-0197190
(IRS Employer Identification Number)
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8300 Maryland Avenue
St. Louis, Missouri
(Address of principal executive offices)
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63105
(Zip Code)
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(314) 854-4000
(Registrant's telephone number, including area code)
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Large accelerated filer
þ
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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PART I
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FINANCIAL INFORMATION
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ITEM 1
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FINANCIAL STATEMENTS
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CALERES, INC.
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|
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||||||
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|
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||||||
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(Unaudited)
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|||||||
($ thousands)
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July 30, 2016
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August 1, 2015
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January 30, 2016
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|||
Assets
|
|
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|||||
Current assets:
|
|
|
|
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||||||
Cash and cash equivalents
|
$
|
165,729
|
|
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$
|
129,345
|
|
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$
|
118,151
|
|
Restricted cash
|
—
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|
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41,482
|
|
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—
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|||
Receivables, net
|
144,309
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144,213
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153,664
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|||
Inventories, net
|
648,881
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641,128
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546,745
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|||
Prepaid expenses and other current assets
|
30,190
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41,002
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56,505
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|||
Total current assets
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989,109
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997,170
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875,065
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|||
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||||||
Other assets
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115,448
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142,646
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118,349
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|||
Goodwill
|
13,954
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13,954
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13,954
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|||
Intangible assets, net
|
115,106
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118,783
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116,945
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|||
Property and equipment
|
489,638
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444,674
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475,750
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|||
Allowance for depreciation
|
(302,862
|
)
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(293,835
|
)
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(296,740
|
)
|
|||
Net property and equipment
|
186,776
|
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150,839
|
|
|
179,010
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|||
Total assets
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$
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1,420,393
|
|
|
$
|
1,423,392
|
|
|
$
|
1,303,323
|
|
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||||||
Liabilities and Equity
|
|
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|||
Current liabilities:
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|||
Current portion of long-term debt
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$
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—
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$
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39,157
|
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$
|
—
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|
Trade accounts payable
|
358,751
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382,626
|
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237,802
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|
|||
Other accrued expenses
|
142,085
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135,117
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152,497
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|||
Total current liabilities
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500,836
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556,900
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390,299
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|||
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||||||
Other liabilities:
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|||
Long-term debt
|
196,774
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195,919
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196,544
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|||
Deferred rent
|
47,452
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40,981
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46,506
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|||
Other liabilities
|
60,566
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60,364
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67,502
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|||
Total other liabilities
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304,792
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|
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297,264
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310,552
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|||
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||||||
Equity:
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|
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|
|
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|
|||
Common stock
|
429
|
|
|
437
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437
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|||
Additional paid-in capital
|
119,241
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136,127
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138,881
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|||
Accumulated other comprehensive (loss) income
|
(5,375
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)
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3,027
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(5,864
|
)
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|||
Retained earnings
|
499,492
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428,754
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|
468,030
|
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|||
Total Caleres, Inc. shareholders’ equity
|
613,787
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568,345
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601,484
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|||
Noncontrolling interests
|
978
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|
883
|
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|
988
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|
|||
Total equity
|
614,765
|
|
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569,228
|
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602,472
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|
|||
Total liabilities and equity
|
$
|
1,420,393
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|
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$
|
1,423,392
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$
|
1,303,323
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|
CALERES, INC.
|
|
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|
||||||||
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
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|
|
||||||||||
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||||||||
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(Unaudited)
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|||||||||||
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Thirteen Weeks Ended
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Twenty-six Weeks Ended
|
||||||||||
($ thousands, except per share amounts)
|
July 30, 2016
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August 1, 2015
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July 30, 2016
|
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August 1, 2015
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|
||||
Net sales
|
$
|
622,937
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$
|
637,834
|
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$
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1,207,670
|
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$
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1,240,117
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Cost of goods sold
|
363,382
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375,039
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700,322
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728,796
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|
||||
Gross profit
|
259,555
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262,795
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|
507,348
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511,321
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|
||||
Selling and administrative expenses
|
227,297
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227,061
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|
446,347
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445,251
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|
||||
Operating earnings
|
32,258
|
|
35,734
|
|
61,001
|
|
66,070
|
|
||||
Interest expense
|
(3,479
|
)
|
(4,345
|
)
|
(7,089
|
)
|
(8,808
|
)
|
||||
Loss on early extinguishment of debt
|
—
|
|
(8,690
|
)
|
—
|
|
(8,690
|
)
|
||||
Interest income
|
310
|
|
238
|
|
557
|
|
542
|
|
||||
Earnings before income taxes
|
29,089
|
|
22,937
|
|
54,469
|
|
49,114
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|
||||
Income tax provision
|
(9,410
|
)
|
(6,074
|
)
|
(16,912
|
)
|
(12,860
|
)
|
||||
Net earnings
|
19,679
|
|
16,863
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|
37,557
|
|
36,254
|
|
||||
Net (loss) earnings attributable to noncontrolling interests
|
(89
|
)
|
38
|
|
6
|
|
168
|
|
||||
Net earnings attributable to Caleres, Inc.
|
$
|
19,768
|
|
$
|
16,825
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|
$
|
37,551
|
|
$
|
36,086
|
|
|
|
|
|
|
||||||||
Basic earnings per common share attributable to Caleres, Inc. shareholders
|
$
|
0.46
|
|
$
|
0.38
|
|
$
|
0.87
|
|
$
|
0.82
|
|
|
|
|
|
|
||||||||
Diluted earnings per common share attributable to Caleres, Inc. shareholders
|
$
|
0.46
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|
$
|
0.38
|
|
$
|
0.86
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|
$
|
0.82
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|
|
|
|
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|
||||||||
Dividends per common share
|
$
|
0.07
|
|
$
|
0.07
|
|
$
|
0.14
|
|
$
|
0.14
|
|
CALERES, INC.
|
|
|
|
|
|
||||||||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
|||||||||||||
|
|
|
|
||||||||||
|
(Unaudited)
|
||||||||||||
|
Thirteen Weeks Ended
|
|
Twenty-six Weeks Ended
|
||||||||||
($ thousands)
|
July 30, 2016
|
|
August 1, 2015
|
|
|
July 30, 2016
|
|
August 1, 2015
|
|
||||
Net earnings
|
$
|
19,679
|
|
$
|
16,863
|
|
|
$
|
37,557
|
|
$
|
36,254
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustment
|
(804
|
)
|
(949
|
)
|
|
1,506
|
|
443
|
|
||||
Pension and other postretirement benefits adjustments
|
(288
|
)
|
(243
|
)
|
|
(576
|
)
|
(458
|
)
|
||||
Derivative financial instruments
|
(229
|
)
|
547
|
|
|
(441
|
)
|
330
|
|
||||
Other comprehensive (loss) income, net of tax
|
(1,321
|
)
|
(645
|
)
|
|
489
|
|
315
|
|
||||
Comprehensive income
|
18,358
|
|
16,218
|
|
|
38,046
|
|
36,569
|
|
||||
Comprehensive (loss) income attributable to noncontrolling interests
|
(120
|
)
|
37
|
|
|
(10
|
)
|
171
|
|
||||
Comprehensive income attributable to Caleres, Inc.
|
$
|
18,478
|
|
$
|
16,181
|
|
|
$
|
38,056
|
|
$
|
36,398
|
|
CALERES, INC.
|
|
|
||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
||||
|
(Unaudited)
|
|||||
|
Twenty-six Weeks Ended
|
|||||
($ thousands)
|
July 30, 2016
|
|
August 1, 2015
|
|
||
Operating Activities
|
|
|
|
|||
Net earnings
|
$
|
37,557
|
|
$
|
36,254
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
||
Depreciation
|
18,325
|
|
17,500
|
|
||
Amortization of capitalized software
|
6,366
|
|
6,140
|
|
||
Amortization of intangible assets
|
1,839
|
|
1,850
|
|
||
Amortization of debt issuance costs and debt discount
|
864
|
|
617
|
|
||
Loss on early extinguishment of debt
|
—
|
|
8,690
|
|
||
Share-based compensation expense
|
4,329
|
|
3,680
|
|
||
Tax benefit related to share-based plans
|
(3,248
|
)
|
(2,838
|
)
|
||
Loss (gain) on disposal of property and equipment
|
519
|
|
(1,897
|
)
|
||
Impairment charges for property and equipment
|
536
|
|
857
|
|
||
Deferred rent
|
946
|
|
1,239
|
|
||
Provision for doubtful accounts
|
105
|
|
100
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||
Receivables
|
9,301
|
|
(7,668
|
)
|
||
Inventories
|
(101,032
|
)
|
(98,445
|
)
|
||
Prepaid expenses and other current and noncurrent assets
|
24,799
|
|
(11,633
|
)
|
||
Trade accounts payable
|
120,949
|
|
166,786
|
|
||
Accrued expenses and other liabilities
|
(14,353
|
)
|
(21,952
|
)
|
||
Other, net
|
762
|
|
1,975
|
|
||
Net cash provided by operating activities
|
108,564
|
|
101,255
|
|
||
|
|
|
||||
Investing Activities
|
|
|
|
|
||
Purchases of property and equipment
|
(27,443
|
)
|
(24,872
|
)
|
||
Proceeds from disposal of property and equipment
|
—
|
|
7,111
|
|
||
Capitalized software
|
(3,778
|
)
|
(2,698
|
)
|
||
Net cash used for investing activities
|
(31,221
|
)
|
(20,459
|
)
|
||
|
|
|
||||
Financing Activities
|
|
|
|
|
||
Borrowings under revolving credit agreement
|
103,000
|
|
86,000
|
|
||
Repayments under revolving credit agreement
|
(103,000
|
)
|
(86,000
|
)
|
||
Proceeds from issuance of 2023 senior notes
|
—
|
|
200,000
|
|
||
Redemption of 2019 senior notes
|
—
|
|
(160,700
|
)
|
||
Restricted cash
|
—
|
|
(41,482
|
)
|
||
Debt issuance costs
|
—
|
|
(3,650
|
)
|
||
Dividends paid
|
(6,089
|
)
|
(6,135
|
)
|
||
Acquisition of treasury stock
|
(23,139
|
)
|
(4,921
|
)
|
||
Issuance of common stock under share-based plans, net
|
(4,086
|
)
|
(4,428
|
)
|
||
Tax benefit related to share-based plans
|
3,248
|
|
2,838
|
|
||
Net cash used for financing activities
|
(30,066
|
)
|
(18,478
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
301
|
|
(376
|
)
|
||
Increase in cash and cash equivalents
|
47,578
|
|
61,942
|
|
||
Cash and cash equivalents at beginning of period
|
118,151
|
|
67,403
|
|
||
Cash and cash equivalents at end of period
|
$
|
165,729
|
|
$
|
129,345
|
|
Note 1
|
Basis of Presentation
|
Note 2
|
Impact of New Accounting Pronouncements
|
Note 3
|
Earnings Per Share
|
|
Thirteen Weeks Ended
|
Twenty-six Weeks Ended
|
||||||||||
($ thousands, except per share amounts)
|
July 30, 2016
|
|
August 1, 2015
|
|
July 30, 2016
|
|
August 1, 2015
|
|
||||
NUMERATOR
|
|
|
|
|
|
|
|
|
||||
Net earnings
|
$
|
19,679
|
|
$
|
16,863
|
|
$
|
37,557
|
|
$
|
36,254
|
|
Net loss (earnings) attributable to noncontrolling interests
|
89
|
|
(38
|
)
|
(6
|
)
|
(168
|
)
|
||||
Net earnings allocated to participating securities
|
(523
|
)
|
(544
|
)
|
(1,014
|
)
|
(1,195
|
)
|
||||
Net earnings attributable to Caleres, Inc. after allocation of earnings to participating securities
|
$
|
19,245
|
|
$
|
16,281
|
|
$
|
36,537
|
|
$
|
34,891
|
|
|
|
|
|
|
||||||||
DENOMINATOR
|
|
|
|
|
|
|
|
|
||||
Denominator for basic earnings per common share attributable to Caleres, Inc. shareholders
|
42,043
|
|
42,325
|
|
42,238
|
|
42,319
|
|
||||
Dilutive effect of share-based awards
|
142
|
|
123
|
|
151
|
|
136
|
|
||||
Denominator for diluted earnings per common share attributable to Caleres, Inc. shareholders
|
42,185
|
|
42,448
|
|
42,389
|
|
42,455
|
|
||||
|
|
|
|
|
||||||||
Basic earnings per common share attributable to Caleres, Inc. shareholders
|
$
|
0.46
|
|
$
|
0.38
|
|
$
|
0.87
|
|
$
|
0.82
|
|
|
|
|
|
|
||||||||
Diluted earnings per common share attributable to Caleres, Inc. shareholders
|
$
|
0.46
|
|
$
|
0.38
|
|
$
|
0.86
|
|
$
|
0.82
|
|
Note 4
|
Long-term and Short-term Financing Arrangements
|
Year
|
Percentage
|
|
2018
|
104.688
|
%
|
2019
|
103.125
|
%
|
2020
|
101.563
|
%
|
2021 and thereafter
|
100.000
|
%
|
Note 5
|
Business Segment Information
|
|
Famous Footwear
|
Brand Portfolio
|
|
|
||||||||
($ thousands)
|
Other
|
Total
|
||||||||||
Thirteen Weeks Ended July 30, 2016
|
||||||||||||
External sales
|
$
|
390,123
|
|
$
|
232,814
|
|
$
|
—
|
|
$
|
622,937
|
|
Intersegment sales
|
—
|
|
30,589
|
|
—
|
|
30,589
|
|
||||
Operating earnings (loss)
|
22,604
|
|
17,463
|
|
(7,809
|
)
|
32,258
|
|
||||
Segment assets
|
644,446
|
|
518,636
|
|
257,311
|
|
1,420,393
|
|
||||
|
|
|
|
|
||||||||
Thirteen Weeks Ended August 1, 2015
|
||||||||||||
External sales
|
$
|
395,873
|
|
$
|
241,961
|
|
$
|
—
|
|
$
|
637,834
|
|
Intersegment sales
|
—
|
|
32,962
|
|
—
|
|
32,962
|
|
||||
Operating earnings (loss)
|
27,672
|
|
16,005
|
|
(7,943
|
)
|
35,734
|
|
||||
Segment assets
|
608,353
|
|
540,582
|
|
274,457
|
|
1,423,392
|
|
||||
|
|
|
|
|
||||||||
Twenty-six Weeks Ended July 30, 2016
|
||||||||||||
External sales
|
$
|
754,719
|
|
$
|
452,951
|
|
$
|
—
|
|
$
|
1,207,670
|
|
Intersegment sales
|
—
|
|
46,152
|
|
—
|
|
46,152
|
|
||||
Operating earnings (loss)
|
48,358
|
|
27,085
|
|
(14,442
|
)
|
61,001
|
|
||||
|
|
|
|
|
||||||||
Twenty-six Weeks Ended August 1, 2015
|
||||||||||||
External sales
|
$
|
755,893
|
|
$
|
484,224
|
|
$
|
—
|
|
$
|
1,240,117
|
|
Intersegment sales
|
—
|
|
50,288
|
|
—
|
|
50,288
|
|
||||
Operating earnings (loss)
|
55,632
|
|
27,065
|
|
(16,627
|
)
|
66,070
|
|
|
Thirteen Weeks Ended
|
Twenty-six Weeks Ended
|
||||||||||
($ thousands)
|
July 30, 2016
|
|
August 1, 2015
|
|
July 30, 2016
|
|
August 1, 2015
|
|
||||
Operating earnings
|
$
|
32,258
|
|
$
|
35,734
|
|
$
|
61,001
|
|
$
|
66,070
|
|
Interest expense
|
(3,479
|
)
|
(4,345
|
)
|
(7,089
|
)
|
(8,808
|
)
|
||||
Loss on early extinguishment of debt
|
—
|
|
(8,690
|
)
|
—
|
|
(8,690
|
)
|
||||
Interest income
|
310
|
|
238
|
|
557
|
|
542
|
|
||||
Earnings before income taxes
|
$
|
29,089
|
|
$
|
22,937
|
|
$
|
54,469
|
|
$
|
49,114
|
|
Note
6
|
Goodwill and Intangible Assets
|
($ thousands)
|
July 30, 2016
|
|
August 1, 2015
|
|
January 30, 2016
|
|
|||
Intangible Assets
|
|
|
|
|
|
|
|||
Famous Footwear
|
$
|
2,800
|
|
$
|
2,800
|
|
$
|
2,800
|
|
Brand Portfolio
|
183,068
|
|
183,068
|
|
183,068
|
|
|||
Total intangible assets
|
185,868
|
|
185,868
|
|
185,868
|
|
|||
Accumulated amortization
|
(70,762
|
)
|
(67,085
|
)
|
(68,923
|
)
|
|||
Total intangible assets, net
|
115,106
|
|
118,783
|
|
116,945
|
|
|||
Goodwill
|
|
|
|
|
|
|
|||
Brand Portfolio
|
13,954
|
|
13,954
|
|
13,954
|
|
|||
Total goodwill
|
13,954
|
|
13,954
|
|
13,954
|
|
|||
Goodwill and intangible assets, net
|
$
|
129,060
|
|
$
|
132,737
|
|
$
|
130,899
|
|
Note
7
|
Shareholders’ Equity
|
($ thousands)
|
Caleres, Inc. Shareholders’ Equity
|
|
Noncontrolling Interests
|
|
Total Equity
|
|
|||
Equity at January 30, 2016
|
$
|
601,484
|
|
$
|
988
|
|
$
|
602,472
|
|
Net earnings
|
37,551
|
|
6
|
|
37,557
|
|
|||
Other comprehensive income (loss)
|
489
|
|
(16
|
)
|
473
|
|
|||
Dividends paid
|
(6,089
|
)
|
—
|
|
(6,089
|
)
|
|||
Acquisition of treasury stock
|
(23,139
|
)
|
—
|
|
(23,139
|
)
|
|||
Issuance of common stock under share-based plans, net
|
(4,086
|
)
|
—
|
|
(4,086
|
)
|
|||
Tax benefit related to share-based plans
|
3,248
|
|
—
|
|
3,248
|
|
|||
Share-based compensation expense
|
4,329
|
|
—
|
|
4,329
|
|
|||
Equity at July 30, 2016
|
$
|
613,787
|
|
$
|
978
|
|
$
|
614,765
|
|
($ thousands)
|
Caleres, Inc. Shareholders’ Equity
|
|
Noncontrolling Interests
|
|
Total Equity
|
|
|||
Equity at January 31, 2015
|
$
|
540,910
|
|
$
|
712
|
|
$
|
541,622
|
|
Net earnings
|
36,086
|
|
168
|
|
36,254
|
|
|||
Other comprehensive income
|
315
|
|
3
|
|
318
|
|
|||
Dividends paid
|
(6,135
|
)
|
—
|
|
(6,135
|
)
|
|||
Acquisition of treasury stock
|
(4,921
|
)
|
—
|
|
(4,921
|
)
|
|||
Issuance of common stock under share-based plans, net
|
(4,428
|
)
|
—
|
|
(4,428
|
)
|
|||
Tax benefit related to share-based plans
|
2,838
|
|
—
|
|
2,838
|
|
|||
Share-based compensation expense
|
3,680
|
|
—
|
|
3,680
|
|
|||
Equity at August 1, 2015
|
$
|
568,345
|
|
$
|
883
|
|
$
|
569,228
|
|
($ thousands)
|
Foreign Currency Translation
|
|
Pension and Other Postretirement Transactions
(1)
|
|
Derivative Financial Instrument Transactions
(2)
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
||||
Balance April 30, 2016
|
$
|
1,410
|
|
$
|
(5,644
|
)
|
$
|
180
|
|
$
|
(4,054
|
)
|
Other comprehensive loss before reclassifications
|
(804
|
)
|
—
|
|
(351
|
)
|
(1,155
|
)
|
||||
Reclassifications:
|
|
|
|
|
||||||||
Amounts reclassified from accumulated other comprehensive (loss) income
|
—
|
|
(477
|
)
|
190
|
|
(287
|
)
|
||||
Tax provision (benefit)
|
—
|
|
189
|
|
(68
|
)
|
121
|
|
||||
Net reclassifications
|
—
|
|
(288
|
)
|
122
|
|
(166
|
)
|
||||
Other comprehensive loss
|
(804
|
)
|
(288
|
)
|
(229
|
)
|
(1,321
|
)
|
||||
Balance July 30, 2016
|
$
|
606
|
|
$
|
(5,932
|
)
|
$
|
(49
|
)
|
$
|
(5,375
|
)
|
|
|
|
|
|
||||||||
Balance May 2, 2015
|
$
|
647
|
|
$
|
3,018
|
|
$
|
7
|
|
$
|
3,672
|
|
Other comprehensive (loss) income before reclassifications
|
(949
|
)
|
—
|
|
625
|
|
(324
|
)
|
||||
Reclassifications:
|
|
|
|
|
||||||||
Amounts reclassified from accumulated other comprehensive (loss) income
|
—
|
|
(401
|
)
|
(109
|
)
|
(510
|
)
|
||||
Tax provision
|
—
|
|
158
|
|
31
|
|
189
|
|
||||
Net reclassification
|
—
|
|
(243
|
)
|
(78
|
)
|
(321
|
)
|
||||
Other comprehensive (loss) income
|
(949
|
)
|
(243
|
)
|
547
|
|
(645
|
)
|
||||
Balance August 1, 2015
|
$
|
(302
|
)
|
$
|
2,775
|
|
$
|
554
|
|
$
|
3,027
|
|
|
|
|
|
|
||||||||
Balance January 30, 2016
|
$
|
(900
|
)
|
$
|
(5,356
|
)
|
$
|
392
|
|
$
|
(5,864
|
)
|
Other comprehensive income (loss) before reclassifications
|
1,506
|
|
—
|
|
(639
|
)
|
867
|
|
||||
Reclassifications:
|
|
|
|
|
||||||||
Amounts reclassified from accumulated other comprehensive (loss) income
|
—
|
|
(954
|
)
|
313
|
|
(641
|
)
|
||||
Tax provision (benefit)
|
—
|
|
378
|
|
(115
|
)
|
263
|
|
||||
Net reclassifications
|
—
|
|
(576
|
)
|
198
|
|
(378
|
)
|
||||
Other comprehensive income (loss)
|
1,506
|
|
(576
|
)
|
(441
|
)
|
489
|
|
||||
Balance July 30, 2016
|
$
|
606
|
|
$
|
(5,932
|
)
|
$
|
(49
|
)
|
$
|
(5,375
|
)
|
|
|
|
|
|
||||||||
Balance January 31, 2015
|
$
|
(745
|
)
|
$
|
3,233
|
|
$
|
224
|
|
$
|
2,712
|
|
Other comprehensive income before reclassifications
|
443
|
|
—
|
|
365
|
|
808
|
|
||||
Reclassifications:
|
|
|
|
|
||||||||
Amounts reclassified from accumulated other comprehensive (loss) income
|
—
|
|
(758
|
)
|
(38
|
)
|
(796
|
)
|
||||
Tax provision
|
—
|
|
300
|
|
3
|
|
303
|
|
||||
Net reclassifications
|
—
|
|
(458
|
)
|
(35
|
)
|
(493
|
)
|
||||
Other comprehensive income (loss)
|
443
|
|
(458
|
)
|
330
|
|
315
|
|
||||
Balance August 1, 2015
|
$
|
(302
|
)
|
$
|
2,775
|
|
$
|
554
|
|
$
|
3,027
|
|
(1)
|
Amounts reclassified are included in selling and administrative expenses. See Note 9 to the condensed consolidated financial statements for additional information related to pension and other postretirement benefits.
|
(2)
|
Amounts reclassified are included in net sales, costs of goods sold and selling and administrative expenses. See Notes 10 and 11 to the condensed consolidated financial statements for additional information related to derivative financial instruments.
|
Note 8
|
Share-Based Compensation
|
|
Twenty-six Weeks Ended July 30, 2016
|
|
|
Twenty-six Weeks Ended August 1, 2015
|
||||||||||
|
|
|
Weighted- Average Grant Date Fair Value
|
|
|
|
|
Weighted- Average Grant Date Fair Value
|
||||||
|
Total Number of Restricted Shares
|
|
|
|
Total Number of Restricted Shares
|
|
||||||||
|
|
|
|
|
||||||||||
January 30, 2016
|
1,262,449
|
|
|
$
|
19.55
|
|
|
January 31, 2015
|
1,562,470
|
|
|
$
|
15.61
|
|
Granted
|
350,600
|
|
|
26.57
|
|
|
Granted
|
293,421
|
|
|
30.11
|
|
||
Forfeited
|
(48,500
|
)
|
|
22.94
|
|
|
Forfeited
|
(49,850
|
)
|
|
19.51
|
|
||
Vested
|
(425,250
|
)
|
|
9.22
|
|
|
Vested
|
(410,425
|
)
|
|
14.15
|
|
||
July 30, 2016
|
1,139,299
|
|
|
$
|
25.42
|
|
|
August 1, 2015
|
1,395,616
|
|
|
$
|
18.97
|
|
|
Thirteen Weeks Ended July 30, 2016
|
|
|
Thirteen Weeks Ended August 1, 2015
|
||||||||||
|
|
|
Weighted- Average Grant Date Fair Value
|
|
|
|
|
Weighted- Average Grant Date Fair Value
|
||||||
|
Total Number of Stock Options
|
|
|
|
Total Number of Stock Options
|
|
||||||||
|
|
|
|
|
||||||||||
April 30, 2016
|
229,105
|
|
|
$
|
8.99
|
|
|
May 2, 2015
|
336,886
|
|
|
$
|
9.01
|
|
Granted
|
—
|
|
|
—
|
|
|
Granted
|
—
|
|
|
—
|
|
||
Exercised
|
(6,315
|
)
|
|
9.28
|
|
|
Exercised
|
(12,000
|
)
|
|
7.83
|
|
||
Forfeited
|
—
|
|
|
—
|
|
|
Forfeited
|
(1,500
|
)
|
|
15.94
|
|
||
Expired
|
—
|
|
|
—
|
|
|
Expired
|
—
|
|
|
—
|
|
||
July 30, 2016
|
222,790
|
|
|
$
|
8.98
|
|
|
August 1, 2015
|
323,386
|
|
|
$
|
9.02
|
|
|
Twenty-six Weeks Ended July 30, 2016
|
|
|
Twenty-six Weeks Ended August 1, 2015
|
||||||||||
|
|
|
Weighted- Average Grant Date Fair Value
|
|
|
|
|
Weighted- Average Grant Date Fair Value
|
||||||
|
Total Number of Stock Options
|
|
|
|
Total Number of Stock Options
|
|
||||||||
|
|
|
|
|
||||||||||
January 30, 2016
|
301,295
|
|
|
$
|
8.95
|
|
|
January 31, 2015
|
416,803
|
|
|
$
|
8.42
|
|
Granted
|
—
|
|
|
—
|
|
|
Granted
|
16,667
|
|
|
12.81
|
|
||
Exercised
|
(56,381
|
)
|
|
7.41
|
|
|
Exercised
|
(70,633
|
)
|
|
7.13
|
|
||
Forfeited
|
(7,499
|
)
|
|
15.94
|
|
|
Forfeited
|
(3,000
|
)
|
|
15.94
|
|
||
Expired
|
(14,625
|
)
|
|
10.75
|
|
|
Expired
|
(36,451
|
)
|
|
6.95
|
|
||
July 30, 2016
|
222,790
|
|
|
$
|
8.98
|
|
|
August 1, 2015
|
323,386
|
|
|
$
|
9.02
|
|
Note
9
|
Retirement and Other Benefit Plans
|
|
Pension Benefits
|
Other Postretirement Benefits
|
||||||||||
|
Thirteen Weeks Ended
|
Thirteen Weeks Ended
|
||||||||||
($ thousands)
|
July 30, 2016
|
|
August 1, 2015
|
|
July 30, 2016
|
|
August 1, 2015
|
|
||||
Service cost
|
$
|
1,904
|
|
$
|
2,993
|
|
$
|
—
|
|
$
|
—
|
|
Interest cost
|
3,810
|
|
3,578
|
|
15
|
|
14
|
|
||||
Expected return on assets
|
(7,252
|
)
|
(8,190
|
)
|
—
|
|
—
|
|
||||
Amortization of:
|
|
|
|
|
|
|
|
|
||||
Actuarial loss (gain)
|
39
|
|
143
|
|
(55
|
)
|
(63
|
)
|
||||
Prior service income
|
(461
|
)
|
(481
|
)
|
—
|
|
—
|
|
||||
Settlement cost
|
250
|
|
—
|
|
—
|
|
—
|
|
||||
Total net periodic benefit income
|
$
|
(1,710
|
)
|
$
|
(1,957
|
)
|
$
|
(40
|
)
|
$
|
(49
|
)
|
|
|
|
|
|
||||||||
|
Pension Benefits
|
Other Postretirement Benefits
|
||||||||||
|
Twenty-six Weeks Ended
|
Twenty-six Weeks Ended
|
||||||||||
($ thousands)
|
July 30, 2016
|
|
August 1, 2015
|
|
July 30, 2016
|
|
August 1, 2015
|
|
||||
Service cost
|
$
|
4,167
|
|
$
|
6,322
|
|
$
|
—
|
|
$
|
—
|
|
Interest cost
|
7,671
|
|
7,164
|
|
30
|
|
28
|
|
||||
Expected return on assets
|
(14,475
|
)
|
(15,845
|
)
|
—
|
|
—
|
|
||||
Amortization of:
|
|
|
|
|
|
|
|
|
||||
Actuarial loss (gain)
|
77
|
|
309
|
|
(110
|
)
|
(111
|
)
|
||||
Prior service income
|
(921
|
)
|
(956
|
)
|
—
|
|
—
|
|
||||
Settlement cost
|
250
|
|
—
|
|
—
|
|
—
|
|
||||
Total net periodic benefit income
|
$
|
(3,231
|
)
|
$
|
(3,006
|
)
|
$
|
(80
|
)
|
$
|
(83
|
)
|
Note 10
|
Risk Management and Derivatives
|
|
Contract Notional Amount
|
||||||||
(U.S. $ equivalent in thousands)
|
July 30, 2016
|
|
August 1, 2015
|
|
January 30, 2016
|
|
|||
Financial Instruments
|
|
|
|
||||||
U.S. dollars (purchased by the Company’s Canadian division with Canadian dollars)
|
$
|
17,404
|
|
$
|
19,650
|
|
$
|
14,118
|
|
Euro
|
13,544
|
|
18,035
|
|
15,499
|
|
|||
Chinese yuan
|
12,477
|
|
15,214
|
|
14,623
|
|
|||
Japanese yen
|
1,026
|
|
1,208
|
|
1,159
|
|
|||
United Arab Emirates dirham
|
939
|
|
861
|
|
930
|
|
|||
New Taiwanese dollars
|
522
|
|
537
|
|
570
|
|
|||
Other currencies
|
174
|
|
235
|
|
219
|
|
|||
Total financial instruments
|
$
|
46,086
|
|
$
|
55,740
|
|
$
|
47,118
|
|
|
Thirteen Weeks Ended
|
Thirteen Weeks Ended
|
||||||||||
($ thousands)
|
July 30, 2016
|
August 1, 2015
|
||||||||||
|
|
|
|
|
||||||||
Foreign exchange forward contracts:
Income Statement Classification (Losses) Gains - Realized
|
(Loss) Gain Recognized in OCI on Derivatives
|
|
(Loss) Gain Reclassified from Accumulated OCI into Earnings
|
|
Gain Recognized in OCI on Derivatives
|
|
Gain Reclassified from Accumulated OCI into Earnings
|
|
||||
|
|
|
|
|
||||||||
Net sales
|
$
|
(25
|
)
|
$
|
(36
|
)
|
$
|
35
|
|
$
|
59
|
|
Cost of goods sold
|
(472
|
)
|
33
|
|
733
|
|
7
|
|
||||
Selling and administrative expenses
|
(75
|
)
|
(187
|
)
|
121
|
|
43
|
|
||||
Interest expense
|
14
|
|
—
|
|
8
|
|
—
|
|
|
Twenty-six Weeks Ended
|
Twenty-six Weeks Ended
|
||||||||||
($ thousands)
|
July 30, 2016
|
August 1, 2015
|
||||||||||
|
|
|
|
|
||||||||
Foreign exchange forward contracts:
Income Statement Classification (Losses) Gains - Realized
|
Loss Recognized in OCI on Derivatives
|
|
(Loss) Gain Reclassified from Accumulated OCI into Earnings
|
|
Gain (Loss) Recognized in OCI on Derivatives
|
|
Gain (Loss) Reclassified from Accumulated OCI into Earnings
|
|
||||
|
|
|
|
|
||||||||
Net sales
|
$
|
(189
|
)
|
$
|
(72
|
)
|
$
|
60
|
|
$
|
113
|
|
Cost of goods sold
|
(585
|
)
|
116
|
|
532
|
|
(122
|
)
|
||||
Selling and administrative expenses
|
(24
|
)
|
(357
|
)
|
33
|
|
47
|
|
||||
Interest expense
|
(24
|
)
|
—
|
|
(14
|
)
|
—
|
|
Note 11
|
Fair Value Measurements
|
•
|
Level 1 – Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;
|
•
|
Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; and
|
•
|
Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.
|
|
|
|
|
Fair Value Measurements
|
|||||||||
($ thousands)
|
Total
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
||||
Asset (Liability)
|
|
|
|
|
|
|
|
|
|
||||
As of July 30, 2016:
|
|
|
|
|
|
||||||||
Cash equivalents – money market funds
|
$
|
132,320
|
|
|
$
|
132,320
|
|
$
|
—
|
|
$
|
—
|
|
Non-qualified deferred compensation plan assets
|
4,637
|
|
|
4,637
|
|
—
|
|
—
|
|
||||
Non-qualified deferred compensation plan liabilities
|
(4,637
|
)
|
|
(4,637
|
)
|
—
|
|
—
|
|
||||
Deferred compensation plan liabilities for non-employee directors
|
(1,705
|
)
|
|
(1,705
|
)
|
—
|
|
—
|
|
||||
Restricted stock units for non-employee directors
|
(9,060
|
)
|
|
(9,060
|
)
|
—
|
|
—
|
|
||||
Performance share units
|
(2,347
|
)
|
|
(2,347
|
)
|
—
|
|
—
|
|
||||
Derivative financial instruments, net
|
(200
|
)
|
|
—
|
|
(200
|
)
|
—
|
|
||||
Secured convertible note
|
7,190
|
|
|
—
|
|
—
|
|
7,190
|
|
||||
As of August 1, 2015:
|
|
|
|
|
|
||||||||
Cash equivalents – money market funds
|
$
|
91,709
|
|
|
$
|
91,709
|
|
$
|
—
|
|
$
|
—
|
|
Non-qualified deferred compensation plan assets
|
3,879
|
|
|
3,879
|
|
—
|
|
—
|
|
||||
Non-qualified deferred compensation plan liabilities
|
(3,879
|
)
|
|
(3,879
|
)
|
—
|
|
—
|
|
||||
Deferred compensation plan liabilities for non-employee directors
|
(2,423
|
)
|
|
(2,423
|
)
|
—
|
|
—
|
|
||||
Restricted stock units for non-employee directors
|
(10,263
|
)
|
|
(10,263
|
)
|
—
|
|
—
|
|
||||
Performance share units
|
(3,518
|
)
|
|
(3,518
|
)
|
—
|
|
—
|
|
||||
Derivative financial instruments, net
|
713
|
|
|
—
|
|
713
|
|
—
|
|
||||
Secured convertible note
|
7,118
|
|
|
—
|
|
—
|
|
7,118
|
|
||||
As of January 30, 2016:
|
|
|
|
|
|
||||||||
Cash equivalents – money market funds
|
$
|
100,694
|
|
|
$
|
100,694
|
|
$
|
—
|
|
$
|
—
|
|
Non-qualified deferred compensation plan assets
|
3,383
|
|
|
3,383
|
|
—
|
|
—
|
|
||||
Non-qualified deferred compensation plan liabilities
|
(3,383
|
)
|
|
(3,383
|
)
|
—
|
|
—
|
|
||||
Deferred compensation plan liabilities for non-employee directors
|
(1,728
|
)
|
|
(1,728
|
)
|
—
|
|
—
|
|
||||
Restricted stock units for non-employee directors
|
(8,879
|
)
|
|
(8,879
|
)
|
—
|
|
—
|
|
||||
Performance share units
|
(3,780
|
)
|
|
(3,780
|
)
|
—
|
|
—
|
|
||||
Derivative financial instruments, net
|
154
|
|
|
—
|
|
154
|
|
—
|
|
||||
Secured convertible note
|
7,117
|
|
|
—
|
|
—
|
|
7,117
|
|
|
July 30, 2016
|
August 1, 2015
|
January 30, 2016
|
|||||||||||||||||||||
|
Carrying
|
|
|
|
Fair
|
|
Carrying
|
|
|
|
Fair
|
|
Carrying
|
|
|
|
Fair
|
|
||||||
($ thousands)
|
Value
|
|
(1)
|
|
Value
|
|
Value
|
|
(1)
|
|
Value
|
|
Value
|
|
(1)
|
|
Value
|
|
||||||
Current portion of long-term debt
|
$
|
—
|
|
|
|
$
|
—
|
|
$
|
39,157
|
|
|
|
$
|
40,823
|
|
$
|
—
|
|
|
|
$
|
—
|
|
Long-term debt
|
196,774
|
|
|
|
205,500
|
|
195,919
|
|
|
|
202,000
|
|
196,544
|
|
|
|
196,000
|
|
||||||
Total debt
|
$
|
196,774
|
|
|
|
$
|
205,500
|
|
$
|
235,076
|
|
|
|
$
|
242,823
|
|
$
|
196,544
|
|
|
|
$
|
196,000
|
|
(1)
|
The carrying value of the long-term debt is net of deferred issuance costs of $3.2 million, $4.1 million and $3.5 million as of July 30, 2016, August 1, 2015 and January 30, 2016, respectively, as a result of the adoption of ASU 2015-03,
Simplifying the Presentation of Debt Issuance Costs
, during the fourth quarter of 2015.
|
Note 12
|
Income Taxes
|
Note 13
|
Related Party Transactions
|
Note 14
|
Commitments and Contingencies
|
Note 15
|
Financial Information for the Company and its Subsidiaries
|
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
|
|||||||||||||||
AS OF JULY 30, 2016
|
|||||||||||||||
|
|
|
Non-
|
|
|
|
|||||||||
($ thousands)
|
Parent
|
|
Guarantors
|
|
Guarantors
|
|
Eliminations
|
|
Total
|
|
|||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
44,348
|
|
$
|
15,673
|
|
$
|
105,708
|
|
$
|
—
|
|
$
|
165,729
|
|
Receivables, net
|
112,384
|
|
1,787
|
|
30,138
|
|
—
|
|
144,309
|
|
|||||
Inventories, net
|
159,285
|
|
467,691
|
|
21,905
|
|
—
|
|
648,881
|
|
|||||
Prepaid expenses and other current assets
|
13,641
|
|
11,479
|
|
5,070
|
|
—
|
|
30,190
|
|
|||||
Intercompany receivable – current
|
743
|
|
213
|
|
21,263
|
|
(22,219
|
)
|
—
|
|
|||||
Total current assets
|
330,401
|
|
496,843
|
|
184,084
|
|
(22,219
|
)
|
989,109
|
|
|||||
Other assets
|
93,839
|
|
13,728
|
|
7,881
|
|
—
|
|
115,448
|
|
|||||
Goodwill and intangible assets, net
|
114,446
|
|
2,800
|
|
11,814
|
|
—
|
|
129,060
|
|
|||||
Property and equipment, net
|
31,087
|
|
146,373
|
|
9,316
|
|
—
|
|
186,776
|
|
|||||
Investment in subsidiaries
|
1,055,300
|
|
—
|
|
(20,569
|
)
|
(1,034,731
|
)
|
—
|
|
|||||
Intercompany receivable – noncurrent
|
479,611
|
|
374,047
|
|
559,593
|
|
(1,413,251
|
)
|
—
|
|
|||||
Total assets
|
$
|
2,104,684
|
|
$
|
1,033,791
|
|
$
|
752,119
|
|
$
|
(2,470,201
|
)
|
$
|
1,420,393
|
|
|
|
|
|
|
|
||||||||||
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|||||
Trade accounts payable
|
$
|
111,166
|
|
$
|
216,850
|
|
$
|
30,735
|
|
$
|
—
|
|
$
|
358,751
|
|
Other accrued expenses
|
52,474
|
|
72,987
|
|
16,624
|
|
—
|
|
142,085
|
|
|||||
Intercompany payable – current
|
11,924
|
|
—
|
|
10,295
|
|
(22,219
|
)
|
—
|
|
|||||
Total current liabilities
|
175,564
|
|
289,837
|
|
57,654
|
|
(22,219
|
)
|
500,836
|
|
|||||
Other liabilities
|
|
|
|
|
|
|
|
|
|
|
|||||
Long-term debt
|
196,774
|
|
—
|
|
—
|
|
—
|
|
196,774
|
|
|||||
Other liabilities
|
37,253
|
|
67,119
|
|
3,646
|
|
—
|
|
108,018
|
|
|||||
Intercompany payable – noncurrent
|
1,081,306
|
|
41,537
|
|
290,408
|
|
(1,413,251
|
)
|
—
|
|
|||||
Total other liabilities
|
1,315,333
|
|
108,656
|
|
294,054
|
|
(1,413,251
|
)
|
304,792
|
|
|||||
Equity
|
|
|
|
|
|
|
|
|
|
|
|||||
Caleres, Inc. shareholders’ equity
|
613,787
|
|
635,298
|
|
399,433
|
|
(1,034,731
|
)
|
613,787
|
|
|||||
Noncontrolling interests
|
—
|
|
—
|
|
978
|
|
—
|
|
978
|
|
|||||
Total equity
|
613,787
|
|
635,298
|
|
400,411
|
|
(1,034,731
|
)
|
614,765
|
|
|||||
Total liabilities and equity
|
$
|
2,104,684
|
|
$
|
1,033,791
|
|
$
|
752,119
|
|
$
|
(2,470,201
|
)
|
$
|
1,420,393
|
|
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
|
|||||||||||||||
FOR THE THIRTEEN WEEKS ENDED JULY 30, 2016
|
|||||||||||||||
|
|
|
Non-
|
|
|
|
|||||||||
($ thousands)
|
Parent
|
|
Guarantors
|
|
Guarantors
|
|
Eliminations
|
|
Total
|
|
|||||
Net sales
|
$
|
194,896
|
|
$
|
408,476
|
|
$
|
69,798
|
|
$
|
(50,233
|
)
|
$
|
622,937
|
|
Cost of goods sold
|
142,295
|
|
221,031
|
|
39,125
|
|
(39,069
|
)
|
363,382
|
|
|||||
Gross profit
|
52,601
|
|
187,445
|
|
30,673
|
|
(11,164
|
)
|
259,555
|
|
|||||
Selling and administrative expenses
|
52,841
|
|
170,463
|
|
15,157
|
|
(11,164
|
)
|
227,297
|
|
|||||
Operating (loss) earnings
|
(240
|
)
|
16,982
|
|
15,516
|
|
—
|
|
32,258
|
|
|||||
Interest expense
|
(3,481
|
)
|
2
|
|
—
|
|
—
|
|
(3,479
|
)
|
|||||
Interest income
|
174
|
|
—
|
|
136
|
|
—
|
|
310
|
|
|||||
Intercompany interest income (expense)
|
2,253
|
|
(2,276
|
)
|
23
|
|
—
|
|
—
|
|
|||||
(Loss) earnings before income taxes
|
(1,294
|
)
|
14,708
|
|
15,675
|
|
—
|
|
29,089
|
|
|||||
Income tax provision
|
(309
|
)
|
(6,436
|
)
|
(2,665
|
)
|
—
|
|
(9,410
|
)
|
|||||
Equity in earnings (loss) of subsidiaries, net of tax
|
21,371
|
|
—
|
|
(508
|
)
|
(20,863
|
)
|
—
|
|
|||||
Net earnings
|
19,768
|
|
8,272
|
|
12,502
|
|
(20,863
|
)
|
19,679
|
|
|||||
Less: Net loss attributable to noncontrolling interests
|
—
|
|
—
|
|
(89
|
)
|
—
|
|
(89
|
)
|
|||||
Net earnings attributable to Caleres, Inc.
|
$
|
19,768
|
|
$
|
8,272
|
|
$
|
12,591
|
|
$
|
(20,863
|
)
|
$
|
19,768
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income
|
$
|
18,478
|
|
$
|
8,272
|
|
$
|
11,802
|
|
$
|
(20,194
|
)
|
$
|
18,358
|
|
Less: Comprehensive loss attributable to noncontrolling interests
|
—
|
|
—
|
|
(120
|
)
|
—
|
|
(120
|
)
|
|||||
Comprehensive income attributable to Caleres, Inc.
|
$
|
18,478
|
|
$
|
8,272
|
|
$
|
11,922
|
|
$
|
(20,194
|
)
|
$
|
18,478
|
|
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
|
|||||||||||||||
FOR THE TWENTY-SIX WEEKS ENDED JULY 30, 2016
|
|||||||||||||||
|
|
|
Non-
|
|
|
|
|||||||||
($ thousands)
|
Parent
|
|
Guarantors
|
|
Guarantors
|
|
Eliminations
|
|
Total
|
|
|||||
Net sales
|
$
|
382,083
|
|
$
|
791,522
|
|
$
|
108,594
|
|
$
|
(74,529
|
)
|
$
|
1,207,670
|
|
Cost of goods sold
|
272,204
|
|
425,658
|
|
62,019
|
|
(59,559
|
)
|
700,322
|
|
|||||
Gross profit
|
109,879
|
|
365,864
|
|
46,575
|
|
(14,970
|
)
|
507,348
|
|
|||||
Selling and administrative expenses
|
102,383
|
|
327,566
|
|
31,368
|
|
(14,970
|
)
|
446,347
|
|
|||||
Operating earnings
|
7,496
|
|
38,298
|
|
15,207
|
|
—
|
|
61,001
|
|
|||||
Interest expense
|
(7,089
|
)
|
—
|
|
—
|
|
—
|
|
(7,089
|
)
|
|||||
Interest income
|
331
|
|
—
|
|
226
|
|
—
|
|
557
|
|
|||||
Intercompany interest income (expense)
|
4,507
|
|
(4,578
|
)
|
71
|
|
—
|
|
—
|
|
|||||
Earnings before income taxes
|
5,245
|
|
33,720
|
|
15,504
|
|
—
|
|
54,469
|
|
|||||
Income tax provision
|
(1,175
|
)
|
(12,740
|
)
|
(2,997
|
)
|
—
|
|
(16,912
|
)
|
|||||
Equity in earnings (loss) of subsidiaries, net of tax
|
33,481
|
|
—
|
|
(1,045
|
)
|
(32,436
|
)
|
—
|
|
|||||
Net earnings
|
37,551
|
|
20,980
|
|
11,462
|
|
(32,436
|
)
|
37,557
|
|
|||||
Less: Net earnings attributable to noncontrolling interests
|
—
|
|
—
|
|
6
|
|
—
|
|
6
|
|
|||||
Net earnings attributable to Caleres, Inc.
|
$
|
37,551
|
|
$
|
20,980
|
|
$
|
11,456
|
|
$
|
(32,436
|
)
|
$
|
37,551
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income
|
$
|
38,056
|
|
$
|
20,980
|
|
$
|
12,031
|
|
$
|
(33,021
|
)
|
$
|
38,046
|
|
Less: Comprehensive loss attributable to noncontrolling interests
|
—
|
|
—
|
|
(10
|
)
|
—
|
|
(10
|
)
|
|||||
Comprehensive income attributable to Caleres, Inc.
|
$
|
38,056
|
|
$
|
20,980
|
|
$
|
12,041
|
|
$
|
(33,021
|
)
|
$
|
38,056
|
|
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
|
|||||||||||||||
FOR THE TWENTY-SIX WEEKS ENDED JULY 30, 2016
|
|||||||||||||||
|
|
|
Non-
|
|
|
|
|||||||||
($ thousands)
|
Parent
|
|
Guarantors
|
|
Guarantors
|
|
Eliminations
|
|
Total
|
|
|||||
Net cash provided by operating activities
|
$
|
20,198
|
|
$
|
68,129
|
|
$
|
20,237
|
|
$
|
—
|
|
$
|
108,564
|
|
|
|
|
|
|
|
||||||||||
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|||||
Purchases of property and equipment
|
(1,525
|
)
|
(25,237
|
)
|
(681
|
)
|
—
|
|
(27,443
|
)
|
|||||
Capitalized software
|
(2,448
|
)
|
(1,300
|
)
|
(30
|
)
|
—
|
|
(3,778
|
)
|
|||||
Intercompany investing
|
(2,973
|
)
|
2,973
|
|
—
|
|
—
|
|
—
|
|
|||||
Net cash used for investing activities
|
(6,946
|
)
|
(23,564
|
)
|
(711
|
)
|
—
|
|
(31,221
|
)
|
|||||
|
|
|
|
|
|
||||||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|||||
Borrowings under revolving credit agreement
|
103,000
|
|
—
|
|
—
|
|
—
|
|
103,000
|
|
|||||
Repayments under revolving credit agreement
|
(103,000
|
)
|
—
|
|
—
|
|
—
|
|
(103,000
|
)
|
|||||
Dividends paid
|
(6,089
|
)
|
—
|
|
—
|
|
—
|
|
(6,089
|
)
|
|||||
Acquisition of treasury stock
|
(23,139
|
)
|
—
|
|
—
|
|
—
|
|
(23,139
|
)
|
|||||
Issuance of common stock under share-based plans, net
|
(4,086
|
)
|
—
|
|
—
|
|
—
|
|
(4,086
|
)
|
|||||
Tax benefit related to share-based plans
|
3,248
|
|
—
|
|
—
|
|
—
|
|
3,248
|
|
|||||
Intercompany financing
|
30,162
|
|
(28,892
|
)
|
(1,270
|
)
|
—
|
|
—
|
|
|||||
Net cash provided by (used for) financing activities
|
96
|
|
(28,892
|
)
|
(1,270
|
)
|
—
|
|
(30,066
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
—
|
|
301
|
|
—
|
|
301
|
|
|||||
Increase in cash and cash equivalents
|
13,348
|
|
15,673
|
|
18,557
|
|
—
|
|
47,578
|
|
|||||
Cash and cash equivalents at beginning of period
|
31,000
|
|
—
|
|
87,151
|
|
—
|
|
118,151
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
44,348
|
|
$
|
15,673
|
|
$
|
105,708
|
|
$
|
—
|
|
$
|
165,729
|
|
CONDENSED CONSOLIDATING BALANCE SHEET
|
|||||||||||||||
AS OF JANUARY 30, 2016
|
|||||||||||||||
|
|
|
Non-
|
|
|
|
|||||||||
($ thousands)
|
Parent
|
|
Guarantors
|
|
Guarantors
|
|
Eliminations
|
|
Total
|
|
|||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
31,000
|
|
$
|
—
|
|
$
|
87,151
|
|
$
|
—
|
|
$
|
118,151
|
|
Receivables, net
|
110,235
|
|
2,290
|
|
41,139
|
|
—
|
|
153,664
|
|
|||||
Inventories, net
|
151,704
|
|
371,538
|
|
23,503
|
|
—
|
|
546,745
|
|
|||||
Prepaid expenses and other current assets
|
29,765
|
|
24,597
|
|
8,109
|
|
(5,966
|
)
|
56,505
|
|
|||||
Intercompany receivable – current
|
650
|
|
176
|
|
6,877
|
|
(7,703
|
)
|
—
|
|
|||||
Total current assets
|
323,354
|
|
398,601
|
|
166,779
|
|
(13,669
|
)
|
875,065
|
|
|||||
Other assets
|
94,767
|
|
15,772
|
|
7,810
|
|
—
|
|
118,349
|
|
|||||
Goodwill and intangible assets, net
|
115,558
|
|
2,800
|
|
12,541
|
|
—
|
|
130,899
|
|
|||||
Property and equipment, net
|
32,538
|
|
136,223
|
|
10,249
|
|
—
|
|
179,010
|
|
|||||
Investment in subsidiaries
|
1,028,143
|
|
—
|
|
(19,524
|
)
|
(1,008,619
|
)
|
—
|
|
|||||
Intercompany receivable – noncurrent
|
431,523
|
|
354,038
|
|
556,259
|
|
(1,341,820
|
)
|
—
|
|
|||||
Total assets
|
$
|
2,025,883
|
|
$
|
907,434
|
|
$
|
734,114
|
|
$
|
(2,364,108
|
)
|
$
|
1,303,323
|
|
|
|
|
|
|
|
||||||||||
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|||||
Trade accounts payable
|
$
|
78,332
|
|
$
|
123,274
|
|
$
|
36,196
|
|
$
|
—
|
|
$
|
237,802
|
|
Other accrued expenses
|
80,053
|
|
62,729
|
|
15,681
|
|
(5,966
|
)
|
152,497
|
|
|||||
Intercompany payable – current
|
4,394
|
|
—
|
|
3,309
|
|
(7,703
|
)
|
—
|
|
|||||
Total current liabilities
|
162,779
|
|
186,003
|
|
55,186
|
|
(13,669
|
)
|
390,299
|
|
|||||
Other liabilities
|
|
|
|
|
|
|
|
|
|
|
|||||
Long-term debt
|
196,544
|
|
—
|
|
—
|
|
—
|
|
196,544
|
|
|||||
Other liabilities
|
44,011
|
|
66,302
|
|
3,695
|
|
—
|
|
114,008
|
|
|||||
Intercompany payable – noncurrent
|
1,021,065
|
|
39,175
|
|
281,580
|
|
(1,341,820
|
)
|
—
|
|
|||||
Total other liabilities
|
1,261,620
|
|
105,477
|
|
285,275
|
|
(1,341,820
|
)
|
310,552
|
|
|||||
Equity
|
|
|
|
|
|
|
|
|
|
|
|||||
Caleres, Inc. shareholders’ equity
|
601,484
|
|
615,954
|
|
392,665
|
|
(1,008,619
|
)
|
601,484
|
|
|||||
Noncontrolling interests
|
—
|
|
—
|
|
988
|
|
—
|
|
988
|
|
|||||
Total equity
|
601,484
|
|
615,954
|
|
393,653
|
|
(1,008,619
|
)
|
602,472
|
|
|||||
Total liabilities and equity
|
$
|
2,025,883
|
|
$
|
907,434
|
|
$
|
734,114
|
|
$
|
(2,364,108
|
)
|
$
|
1,303,323
|
|
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
|
|||||||||||||||
AS OF AUGUST 1, 2015
|
|||||||||||||||
|
|
|
Non-
|
|
|
|
|||||||||
($ thousands)
|
Parent
|
|
Guarantors
|
|
Guarantors
|
|
Eliminations
|
|
Total
|
|
|||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
42,738
|
|
$
|
12,742
|
|
$
|
73,865
|
|
$
|
—
|
|
$
|
129,345
|
|
Restricted cash
|
41,482
|
|
—
|
|
—
|
|
—
|
|
41,482
|
|
|||||
Receivables, net
|
102,455
|
|
2,635
|
|
39,123
|
|
—
|
|
144,213
|
|
|||||
Inventories, net
|
158,061
|
|
458,869
|
|
24,198
|
|
—
|
|
641,128
|
|
|||||
Prepaid expenses and other current assets
|
12,032
|
|
22,554
|
|
6,416
|
|
—
|
|
41,002
|
|
|||||
Intercompany receivable – current
|
369
|
|
120
|
|
14,122
|
|
(14,611
|
)
|
—
|
|
|||||
Total current assets
|
357,137
|
|
496,920
|
|
157,724
|
|
(14,611
|
)
|
997,170
|
|
|||||
Other assets
|
128,975
|
|
15,227
|
|
(1,556
|
)
|
—
|
|
142,646
|
|
|||||
Goodwill and intangible assets, net
|
116,670
|
|
2,800
|
|
13,267
|
|
—
|
|
132,737
|
|
|||||
Property and equipment, net
|
31,530
|
|
109,463
|
|
9,846
|
|
—
|
|
150,839
|
|
|||||
Investment in subsidiaries
|
1,010,293
|
|
—
|
|
(18,530
|
)
|
(991,763
|
)
|
—
|
|
|||||
Intercompany receivable – noncurrent
|
425,872
|
|
359,067
|
|
533,324
|
|
(1,318,263
|
)
|
—
|
|
|||||
Total assets
|
$
|
2,070,477
|
|
$
|
983,477
|
|
$
|
694,075
|
|
$
|
(2,324,637
|
)
|
$
|
1,423,392
|
|
|
|
|
|
|
|
||||||||||
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|||||
Current portion of long-term debt
|
$
|
39,157
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
39,157
|
|
Trade accounts payable
|
121,213
|
|
222,148
|
|
39,265
|
|
—
|
|
382,626
|
|
|||||
Other accrued expenses
|
23,476
|
|
96,992
|
|
14,649
|
|
—
|
|
135,117
|
|
|||||
Intercompany payable – current
|
5,211
|
|
297
|
|
9,103
|
|
(14,611
|
)
|
—
|
|
|||||
Total current liabilities
|
189,057
|
|
319,437
|
|
63,017
|
|
(14,611
|
)
|
556,900
|
|
|||||
Other liabilities
|
|
|
|
|
|
|
|
|
|
|
|||||
Long-term debt
|
195,919
|
|
—
|
|
—
|
|
—
|
|
195,919
|
|
|||||
Other liabilities
|
65,038
|
|
33,812
|
|
2,495
|
|
—
|
|
101,345
|
|
|||||
Intercompany payable – noncurrent
|
1,052,118
|
|
37,745
|
|
228,400
|
|
(1,318,263
|
)
|
—
|
|
|||||
Total other liabilities
|
1,313,075
|
|
71,557
|
|
230,895
|
|
(1,318,263
|
)
|
297,264
|
|
|||||
Equity
|
|
|
|
|
|
|
|
|
|
|
|||||
Caleres, Inc. shareholders’ equity
|
568,345
|
|
592,483
|
|
399,280
|
|
(991,763
|
)
|
568,345
|
|
|||||
Noncontrolling interests
|
—
|
|
—
|
|
883
|
|
—
|
|
883
|
|
|||||
Total equity
|
568,345
|
|
592,483
|
|
400,163
|
|
(991,763
|
)
|
569,228
|
|
|||||
Total liabilities and equity
|
$
|
2,070,477
|
|
$
|
983,477
|
|
$
|
694,075
|
|
$
|
(2,324,637
|
)
|
$
|
1,423,392
|
|
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
|
|||||||||||||||
FOR THE THIRTEEN WEEKS ENDED AUGUST 1, 2015
|
|||||||||||||||
|
|
|
Non-
|
|
|
|
|||||||||
($ thousands)
|
Parent
|
|
Guarantors
|
|
Guarantors
|
|
Eliminations
|
|
Total
|
|
|||||
Net sales
|
$
|
196,809
|
|
$
|
415,717
|
|
$
|
81,169
|
|
$
|
(55,861
|
)
|
$
|
637,834
|
|
Cost of goods sold
|
144,750
|
|
225,771
|
|
47,563
|
|
(43,045
|
)
|
375,039
|
|
|||||
Gross profit
|
52,059
|
|
189,946
|
|
33,606
|
|
(12,816
|
)
|
262,795
|
|
|||||
Selling and administrative expenses
|
60,220
|
|
164,064
|
|
15,593
|
|
(12,816
|
)
|
227,061
|
|
|||||
Operating (loss) earnings
|
(8,161
|
)
|
25,882
|
|
18,013
|
|
—
|
|
35,734
|
|
|||||
Interest expense
|
(4,345
|
)
|
—
|
|
—
|
|
—
|
|
(4,345
|
)
|
|||||
Loss on early extinguishment of debt
|
(8,690
|
)
|
—
|
|
—
|
|
—
|
|
(8,690
|
)
|
|||||
Interest income
|
196
|
|
—
|
|
42
|
|
—
|
|
238
|
|
|||||
Intercompany interest income (expense)
|
3,432
|
|
(3,471
|
)
|
39
|
|
—
|
|
—
|
|
|||||
(Loss) earnings before income taxes
|
(17,568
|
)
|
22,411
|
|
18,094
|
|
—
|
|
22,937
|
|
|||||
Income tax benefit (provision)
|
3,651
|
|
(7,570
|
)
|
(2,155
|
)
|
—
|
|
(6,074
|
)
|
|||||
Equity in earnings of subsidiaries, net of tax
|
30,742
|
|
—
|
|
394
|
|
(31,136
|
)
|
—
|
|
|||||
Net earnings
|
16,825
|
|
14,841
|
|
16,333
|
|
(31,136
|
)
|
16,863
|
|
|||||
Less: Net earnings attributable to noncontrolling interests
|
—
|
|
—
|
|
38
|
|
—
|
|
38
|
|
|||||
Net earnings attributable to Caleres, Inc.
|
$
|
16,825
|
|
$
|
14,841
|
|
$
|
16,295
|
|
$
|
(31,136
|
)
|
$
|
16,825
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income
|
$
|
16,181
|
|
$
|
14,229
|
|
$
|
15,719
|
|
$
|
(29,911
|
)
|
$
|
16,218
|
|
Less: Comprehensive income attributable to noncontrolling interests
|
—
|
|
—
|
|
37
|
|
—
|
|
37
|
|
|||||
Comprehensive income attributable to Caleres, Inc.
|
$
|
16,181
|
|
$
|
14,229
|
|
$
|
15,682
|
|
$
|
(29,911
|
)
|
$
|
16,181
|
|
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
|
|||||||||||||||
FOR THE TWENTY-SIX WEEKS ENDED AUGUST 1, 2015
|
|||||||||||||||
|
|
|
Non-
|
|
|
|
|||||||||
($ thousands)
|
Parent
|
|
Guarantors
|
|
Guarantors
|
|
Eliminations
|
|
Total
|
|
|||||
Net sales
|
$
|
389,160
|
|
$
|
795,906
|
|
$
|
136,150
|
|
$
|
(81,099
|
)
|
$
|
1,240,117
|
|
Cost of goods sold
|
282,343
|
|
427,354
|
|
84,526
|
|
(65,427
|
)
|
728,796
|
|
|||||
Gross profit
|
106,817
|
|
368,552
|
|
51,624
|
|
(15,672
|
)
|
511,321
|
|
|||||
Selling and administrative expenses
|
113,197
|
|
316,310
|
|
31,416
|
|
(15,672
|
)
|
445,251
|
|
|||||
Operating (loss) earnings
|
(6,380
|
)
|
52,242
|
|
20,208
|
|
—
|
|
66,070
|
|
|||||
Interest expense
|
(8,807
|
)
|
(1
|
)
|
—
|
|
—
|
|
(8,808
|
)
|
|||||
Loss on early extinguishment of debt
|
(8,690
|
)
|
—
|
|
—
|
|
—
|
|
(8,690
|
)
|
|||||
Interest income
|
448
|
|
—
|
|
94
|
|
—
|
|
542
|
|
|||||
Intercompany interest income (expense)
|
7,109
|
|
(7,193
|
)
|
84
|
|
—
|
|
—
|
|
|||||
(Loss) earnings before income taxes
|
(16,320
|
)
|
45,048
|
|
20,386
|
|
—
|
|
49,114
|
|
|||||
Income tax benefit (provision)
|
5,335
|
|
(15,590
|
)
|
(2,605
|
)
|
—
|
|
(12,860
|
)
|
|||||
Equity in earnings of subsidiaries, net of tax
|
47,071
|
|
—
|
|
378
|
|
(47,449
|
)
|
—
|
|
|||||
Net earnings
|
36,086
|
|
29,458
|
|
18,159
|
|
(47,449
|
)
|
36,254
|
|
|||||
Less: Net earnings attributable to noncontrolling interests
|
—
|
|
—
|
|
168
|
|
—
|
|
168
|
|
|||||
Net earnings attributable to Caleres, Inc.
|
$
|
36,086
|
|
$
|
29,458
|
|
$
|
17,991
|
|
$
|
(47,449
|
)
|
$
|
36,086
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income
|
$
|
36,398
|
|
$
|
29,570
|
|
$
|
18,275
|
|
$
|
(47,674
|
)
|
$
|
36,569
|
|
Less: Comprehensive income attributable to noncontrolling interests
|
—
|
|
—
|
|
171
|
|
—
|
|
171
|
|
|||||
Comprehensive income attributable to Caleres, Inc.
|
$
|
36,398
|
|
$
|
29,570
|
|
$
|
18,104
|
|
$
|
(47,674
|
)
|
$
|
36,398
|
|
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
|
|||||||||||||||
FOR THE TWENTY-SIX WEEKS ENDED AUGUST 1, 2015
|
|||||||||||||||
|
|
|
Non-
|
|
|
|
|||||||||
($ thousands)
|
Parent
|
|
Guarantors
|
|
Guarantors
|
|
Eliminations
|
|
Total
|
|
|||||
Net cash (used for) provided by operating activities
|
$
|
(3,561
|
)
|
$
|
71,298
|
|
$
|
33,518
|
|
$
|
—
|
|
$
|
101,255
|
|
|
|
|
|
|
|
||||||||||
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|||||
Purchases of property and equipment
|
(9,933
|
)
|
(14,470
|
)
|
(469
|
)
|
—
|
|
(24,872
|
)
|
|||||
Disposals of property and equipment
|
7,111
|
|
—
|
|
—
|
|
—
|
|
7,111
|
|
|||||
Capitalized software
|
(1,959
|
)
|
(739
|
)
|
—
|
|
—
|
|
(2,698
|
)
|
|||||
Intercompany investing
|
(253
|
)
|
253
|
|
—
|
|
—
|
|
—
|
|
|||||
Net cash used for investing activities
|
(5,034
|
)
|
(14,956
|
)
|
(469
|
)
|
—
|
|
(20,459
|
)
|
|||||
|
|
|
|
|
|
||||||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|||||
Borrowings under revolving credit agreement
|
86,000
|
|
—
|
|
—
|
|
—
|
|
86,000
|
|
|||||
Repayments under revolving credit agreement
|
(86,000
|
)
|
—
|
|
—
|
|
—
|
|
(86,000
|
)
|
|||||
Proceeds from issuance of 2023 senior notes
|
200,000
|
|
—
|
|
—
|
|
—
|
|
200,000
|
|
|||||
Redemption of 2019 senior notes
|
(160,700
|
)
|
—
|
|
—
|
|
—
|
|
(160,700
|
)
|
|||||
Restricted cash
|
(41,482
|
)
|
—
|
|
—
|
|
—
|
|
(41,482
|
)
|
|||||
Debt issuance costs
|
(3,650
|
)
|
—
|
|
—
|
|
—
|
|
(3,650
|
)
|
|||||
Dividends paid
|
(6,135
|
)
|
—
|
|
—
|
|
—
|
|
(6,135
|
)
|
|||||
Acquisition of treasury stock
|
(4,921
|
)
|
—
|
|
—
|
|
—
|
|
(4,921
|
)
|
|||||
Issuance of common stock under share-based plans, net
|
(4,428
|
)
|
—
|
|
—
|
|
—
|
|
(4,428
|
)
|
|||||
Tax benefit related to share-based plans
|
2,838
|
|
—
|
|
—
|
|
—
|
|
2,838
|
|
|||||
Intercompany financing
|
55,920
|
|
(43,600
|
)
|
(12,320
|
)
|
—
|
|
—
|
|
|||||
Net cash provided by (used for) financing activities
|
37,442
|
|
(43,600
|
)
|
(12,320
|
)
|
—
|
|
(18,478
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
—
|
|
(376
|
)
|
—
|
|
(376
|
)
|
|||||
Increase in cash and cash equivalents
|
28,847
|
|
12,742
|
|
20,353
|
|
—
|
|
61,942
|
|
|||||
Cash and cash equivalents at beginning of period
|
13,891
|
|
—
|
|
53,512
|
|
—
|
|
67,403
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
42,738
|
|
$
|
12,742
|
|
$
|
73,865
|
|
$
|
—
|
|
$
|
129,345
|
|
ITEM 2
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
OVERVIEW
|
•
|
Consolidated net sales decreased
$14.9 million
, or
2.3%
, to
$622.9 million
for the
second quarter of 2016
, compared to
$637.8 million
for the
second quarter of 2015
. Our Brand Portfolio segment reported a
$9.2 million
decrease in net sales, reflecting lower net sales of our Dr. Scholl's, Naturalizer and LifeStride brands, partially offset by higher sales from our Carlos and Via Spiga brands and growth in our Sam Edelman retail operations. Net sales of our Famous Footwear segment decreased
$5.8 million
, or
1.5%
.
|
•
|
Gross profit decreased
$3.2 million
to
$259.6 million
for the
second quarter of 2016
, compared to
$262.8 million
for the
second quarter of 2015
, reflecting lower gross profit in our Famous Footwear and Brand Portfolio segments. As a percentage of net sales, gross profit increased to
41.7%
for the
second quarter of 2016
, compared to
41.2%
for the
second quarter of 2015
, reflecting an improved mix of higher margin brands, the exit of some lower margin categories within our Brand Portfolio segment and a higher consolidated mix of retail versus wholesale sales in the quarter, partially offset by an increase in freight expense attributable to higher e-commerce sales.
|
•
|
Consolidated operating earnings decreased
$3.4 million
, or
9.7%
, to
$32.3 million
in the
second quarter of 2016
, compared to
$35.7 million
for the
second quarter of 2015
, reflecting lower sales volume as well as additional expenses related to growth in our Sam Edelman retail store base and the development of our George Brown and Diane von Furstenberg ("DVF") brands.
|
•
|
Consolidated net earnings attributable to Caleres, Inc. were
$19.8 million
, or
$0.46
per diluted share, in the
second quarter of 2016
, compared to net earnings of
$16.8 million
, or
$0.38
per diluted share, in the
second quarter of 2015
. The
second quarter of 2015
included a loss on early extinguishment of debt of
$8.7 million
($5.3 million on an after-tax basis, or $0.12 per diluted share) related to the refinancing of our senior notes.
|
CONSOLIDATED RESULTS
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
Thirteen Weeks Ended
|
|
Twenty-six Weeks Ended
|
||||||||||||||||||||||||
|
July 30, 2016
|
|
August 1, 2015
|
|
July 30, 2016
|
|
August 1, 2015
|
||||||||||||||||||||
|
|
|
% of
Net Sales |
|
|
|
|
% of
Net Sales |
|
|
|
|
% of
Net Sales |
|
|
|
|
% of
Net Sales |
|
||||||||
($ millions)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net sales
|
$
|
622.9
|
|
|
100.0
|
%
|
|
$
|
637.8
|
|
|
100.0
|
%
|
|
$
|
1,207.7
|
|
|
100.0
|
%
|
|
$
|
1,240.1
|
|
|
100.0
|
%
|
Cost of goods sold
|
363.3
|
|
|
58.3
|
%
|
|
375.0
|
|
|
58.8
|
%
|
|
700.4
|
|
|
58.0
|
%
|
|
728.8
|
|
|
58.8
|
%
|
||||
Gross profit
|
259.6
|
|
|
41.7
|
%
|
|
262.8
|
|
|
41.2
|
%
|
|
507.3
|
|
|
42.0
|
%
|
|
511.3
|
|
|
41.2
|
%
|
||||
Selling and administrative expenses
|
227.3
|
|
|
36.5
|
%
|
|
227.1
|
|
|
35.6
|
%
|
|
446.3
|
|
|
36.9
|
%
|
|
445.2
|
|
|
35.9
|
%
|
||||
Operating earnings
|
32.3
|
|
|
5.2
|
%
|
|
35.7
|
|
|
5.6
|
%
|
|
61.0
|
|
|
5.1
|
%
|
|
66.1
|
|
|
5.3
|
%
|
||||
Interest expense
|
(3.5
|
)
|
|
(0.5
|
)%
|
|
(4.3
|
)
|
|
(0.7
|
)%
|
|
(7.1
|
)
|
|
(0.6
|
)%
|
|
(8.8
|
)
|
|
(0.7
|
)%
|
||||
Loss on early extinguishment of debt
|
—
|
|
|
—
|
%
|
|
(8.7
|
)
|
|
(1.3
|
)%
|
|
—
|
|
|
—
|
%
|
|
(8.7
|
)
|
|
(0.6
|
)%
|
||||
Interest income
|
0.3
|
|
|
0.0
|
%
|
|
0.2
|
|
|
0.0
|
%
|
|
0.6
|
|
|
0.0
|
%
|
|
0.5
|
|
|
0.0
|
%
|
||||
Earnings before income taxes
|
29.1
|
|
|
4.7
|
%
|
|
22.9
|
|
|
3.6
|
%
|
|
54.5
|
|
|
4.5
|
%
|
|
49.1
|
|
|
4.0
|
%
|
||||
Income tax provision
|
(9.4
|
)
|
|
(1.5
|
)%
|
|
(6.0
|
)
|
|
(1.0
|
)%
|
|
(16.9
|
)
|
|
(1.4
|
)%
|
|
(12.8
|
)
|
|
(1.1
|
)%
|
||||
Net earnings
|
19.7
|
|
|
3.2
|
%
|
|
16.9
|
|
|
2.6
|
%
|
|
37.6
|
|
|
3.1
|
%
|
|
36.3
|
|
|
2.9
|
%
|
||||
Net (loss) earnings attributable to noncontrolling interests
|
(0.1
|
)
|
|
0.0
|
%
|
|
0.1
|
|
|
0.0
|
%
|
|
0.0
|
|
|
0.0
|
%
|
|
0.2
|
|
|
0.0
|
%
|
||||
Net earnings attributable to Caleres, Inc.
|
$
|
19.8
|
|
|
3.2
|
%
|
|
$
|
16.8
|
|
|
2.6
|
%
|
|
$
|
37.6
|
|
|
3.1
|
%
|
|
$
|
36.1
|
|
|
2.9
|
%
|
FAMOUS FOOTWEAR
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Thirteen Weeks Ended
|
|
Twenty-six Weeks Ended
|
|||||||||||||||||||||||
|
July 30, 2016
|
|
August 1, 2015
|
|
July 30, 2016
|
August 1, 2015
|
||||||||||||||||||||
($ millions, except sales per square foot)
|
|
|
% of
Net Sales |
|
|
|
|
% of
Net Sales |
|
|
|
|
% of
Net Sales |
|
|
|
% of
Net Sales |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Operating Results
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net sales
|
$
|
390.1
|
|
|
100.0
|
%
|
|
$
|
395.9
|
|
|
100.0
|
%
|
|
$
|
754.7
|
|
|
100.0
|
%
|
$
|
755.9
|
|
|
100.0
|
%
|
Cost of goods sold
|
212.7
|
|
|
54.5
|
%
|
|
216.4
|
|
|
54.7
|
%
|
|
408.6
|
|
|
54.1
|
%
|
408.2
|
|
|
54.0
|
%
|
||||
Gross profit
|
177.4
|
|
|
45.5
|
%
|
|
179.5
|
|
|
45.3
|
%
|
|
346.1
|
|
|
45.9
|
%
|
347.7
|
|
|
46.0
|
%
|
||||
Selling and administrative expenses
|
154.8
|
|
|
39.7
|
%
|
|
151.8
|
|
|
38.3
|
%
|
|
297.7
|
|
|
39.5
|
%
|
292.1
|
|
|
38.6
|
%
|
||||
Operating earnings
|
$
|
22.6
|
|
|
5.8
|
%
|
|
$
|
27.7
|
|
|
7.0
|
%
|
|
$
|
48.4
|
|
|
6.4
|
%
|
$
|
55.6
|
|
|
7.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Key Metrics
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Same-store sales % change
|
(1.1
|
)%
|
|
|
|
|
0.1
|
%
|
|
|
|
|
(0.1
|
)%
|
|
|
|
0.9
|
%
|
|
|
|
||||
Same-store sales $ change
|
$
|
(4.1
|
)
|
|
|
|
|
$
|
0.5
|
|
|
|
|
|
$
|
(0.6
|
)
|
|
|
|
$
|
6.7
|
|
|
|
|
Sales change from new and closed stores, net
|
$
|
(1.5
|
)
|
|
|
|
$
|
2.2
|
|
|
|
|
$
|
(0.3
|
)
|
|
|
$
|
1.6
|
|
|
|
||||
Impact of changes in Canadian exchange rate on sales
|
$
|
(0.2
|
)
|
|
|
|
$
|
(0.5
|
)
|
|
|
|
$
|
(0.3
|
)
|
|
|
$
|
(0.7
|
)
|
|
|
||||
Sales change of Shoes.com (sold in December 2014)
|
N/A
|
|
|
|
$
|
(10.4
|
)
|
|
|
|
N/A
|
|
|
$
|
(22.5
|
)
|
|
|
||||||||
Sales per square foot, excluding e-commerce (thirteen and twenty-six weeks ended)
|
$
|
54
|
|
|
|
|
$
|
55
|
|
|
|
|
$
|
104
|
|
|
|
$
|
106
|
|
|
|
||||
Sales per square foot, excluding e-commerce (trailing twelve months)
|
$
|
216
|
|
|
|
|
|
$
|
216
|
|
|
|
|
|
$
|
216
|
|
|
|
|
$
|
216
|
|
|
|
|
Square footage (thousand sq. ft.)
|
6,922
|
|
|
|
|
|
6,966
|
|
|
|
|
|
6,922
|
|
|
|
|
6,966
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Stores opened
|
11
|
|
|
|
|
|
10
|
|
|
|
|
|
21
|
|
|
|
|
25
|
|
|
|
|
||||
Stores closed
|
10
|
|
|
|
|
|
6
|
|
|
|
|
|
23
|
|
|
|
|
19
|
|
|
|
|
||||
Ending stores
|
1,044
|
|
|
|
|
|
1,044
|
|
|
|
|
|
1,044
|
|
|
|
|
1,044
|
|
|
|
|
BRAND PORTFOLIO
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
Thirteen Weeks Ended
|
|
Twenty-six Weeks Ended
|
||||||||||||||||||||||||
|
July 30, 2016
|
|
August 1, 2015
|
|
July 30, 2016
|
|
August 1, 2015
|
||||||||||||||||||||
($ millions, except sales per square foot)
|
|
|
% of Net Sales
|
|
|
|
|
% of Net Sales
|
|
|
|
|
% of Net Sales
|
|
|
|
|
|
% of Net Sales
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Operating Results
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net sales
|
$
|
232.8
|
|
|
100.0
|
%
|
|
$
|
242.0
|
|
|
100.0
|
%
|
|
$
|
453.0
|
|
|
100.0
|
%
|
|
$
|
484.2
|
|
|
100.0
|
%
|
Cost of goods sold
|
150.7
|
|
|
64.7
|
%
|
|
158.7
|
|
|
65.6
|
%
|
|
291.8
|
|
|
64.4
|
%
|
|
320.6
|
|
|
66.2
|
%
|
||||
Gross profit
|
82.1
|
|
|
35.3
|
%
|
|
83.3
|
|
|
34.4
|
%
|
|
161.2
|
|
|
35.6
|
%
|
|
163.6
|
|
|
33.8
|
%
|
||||
Selling and administrative expenses
|
64.6
|
|
|
27.8
|
%
|
|
67.3
|
|
|
27.8
|
%
|
|
134.1
|
|
|
29.6
|
%
|
|
136.5
|
|
|
28.2
|
%
|
||||
Operating earnings
|
$
|
17.5
|
|
|
7.5
|
%
|
|
$
|
16.0
|
|
|
6.6
|
%
|
|
$
|
27.1
|
|
|
6.0
|
%
|
|
$
|
27.1
|
|
|
5.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Key Metrics
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Wholesale/retail sales mix (%)
|
86%/14%
|
|
|
|
|
|
86%/14%
|
|
|
|
|
|
86%/14%
|
|
|
|
|
|
87%/13%
|
|
|
|
|||||
Change in wholesale net sales ($)
|
$
|
(8.2
|
)
|
|
|
|
$
|
14.5
|
|
|
|
|
$
|
(30.4
|
)
|
|
|
|
$
|
35.0
|
|
|
|
||||
Unfilled order position at end of period
|
$
|
260.2
|
|
|
|
|
$
|
307.3
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Same-store sales % change
|
(8.2
|
)%
|
|
|
|
(5.2
|
)%
|
|
|
|
(5.1
|
)%
|
|
|
|
(3.9
|
)%
|
|
|
||||||||
Same-store sales $ change
|
$
|
(2.4
|
)
|
|
|
|
$
|
(1.7
|
)
|
|
|
|
$
|
(2.9
|
)
|
|
|
|
$
|
(2.4
|
)
|
|
|
||||
Sales change from new and closed stores, net
|
$
|
1.9
|
|
|
|
|
$
|
(0.7
|
)
|
|
|
|
$
|
3.1
|
|
|
|
|
$
|
(1.4
|
)
|
|
|
||||
Impact of changes in Canadian exchange rate on retail sales
|
$
|
(0.5
|
)
|
|
|
|
$
|
(1.9
|
)
|
|
|
|
$
|
(1.0
|
)
|
|
|
|
$
|
(3.2
|
)
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Sales per square foot, excluding e-commerce (thirteen and twenty-six weeks ended)
|
$
|
82
|
|
|
|
|
$
|
94
|
|
|
|
|
$
|
152
|
|
|
|
|
$
|
171
|
|
|
|
||||
Sales per square foot, excluding e-commerce (trailing twelve months)
|
$
|
323
|
|
|
|
|
$
|
359
|
|
|
|
|
$
|
323
|
|
|
|
|
$
|
359
|
|
|
|
||||
Square footage (thousands sq. ft.)
|
305
|
|
|
|
|
289
|
|
|
|
|
305
|
|
|
|
|
289
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Stores opened
|
1
|
|
|
|
|
1
|
|
|
|
|
5
|
|
|
|
|
1
|
|
|
|
||||||||
Stores closed
|
2
|
|
|
|
|
3
|
|
|
|
|
3
|
|
|
|
|
9
|
|
|
|
||||||||
Ending stores
|
167
|
|
|
|
|
163
|
|
|
|
|
167
|
|
|
|
|
163
|
|
|
|
OTHER
|
LIQUIDITY AND CAPITAL RESOURCES
|
($ millions)
|
July 30, 2016
|
|
August 1, 2015
|
|
January 30, 2016
|
|
|||
Current portion of long-term debt
|
$
|
—
|
|
$
|
39.2
|
|
$
|
—
|
|
Long-term debt
|
196.8
|
|
195.9
|
|
196.5
|
|
|||
Total debt
|
$
|
196.8
|
|
$
|
235.1
|
|
$
|
196.5
|
|
|
Twenty-six Weeks Ended
|
|
|
||||||
($ millions)
|
July 30, 2016
|
|
August 1, 2015
|
|
Change
|
|
|||
Net cash provided by operating activities
|
$
|
108.6
|
|
$
|
101.3
|
|
$
|
7.3
|
|
Net cash used for investing activities
|
(31.2
|
)
|
(20.5
|
)
|
(10.7
|
)
|
|||
Net cash used for financing activities
|
(30.1
|
)
|
(18.5
|
)
|
(11.6
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
0.3
|
|
(0.4
|
)
|
0.7
|
|
|||
Increase in cash and cash equivalents
|
$
|
47.6
|
|
$
|
61.9
|
|
$
|
(14.3
|
)
|
•
|
A decrease in prepaid expenses and other current and noncurrent assets in the
six months ended July 30, 2016
, compared to an increase in the comparable period in
2015
due to lower prepaid rent as of
July 30, 2016
compared to
August 1, 2015
, reflecting rent payments made closer to due dates in the current period;
|
•
|
A decrease in receivables in the
six months ended July 30, 2016
, compared to an increase in the comparable period in
2015
due primarily to lower wholesale sales volume; and
|
•
|
A smaller decrease in accrued expenses and other liabilities in the
six months ended July 30, 2016
compared to the comparable period in
2015
, reflecting lower anticipated payments under our cash-based incentive compensation plans and a decrease in interest payable on our 2023 Senior Notes due to a lower interest rate and timing of payments; partially offset by
|
•
|
A smaller increase in accounts payable in the
six months ended July 30, 2016
compared to the comparable period in
2015
, driven by lower purchases of inventory resulting from the softer retail environment.
|
|
July 30, 2016
|
|
August 1, 2015
|
|
January 30, 2016
|
|
|||
Working capital
($ millions
)
(1)
|
$
|
488.3
|
|
$
|
440.3
|
|
$
|
484.8
|
|
Debt-to-capital ratio
(2)
|
24.2
|
%
|
29.2
|
%
|
24.6
|
%
|
|||
Current ratio
(3)
|
1.97:1
|
|
1.79:1
|
|
2.24:1
|
|
(1)
|
Working capital has been computed as total current assets less total current liabilities.
|
(2)
|
The debt-to-capital ratio has been computed by dividing total debt by total capitalization. Total debt is defined as long-term debt (including current portion) and borrowings under the revolving credit agreement. Total capitalization is defined as total debt and total shareholders’ equity.
|
(3)
|
The current ratio has been computed by dividing total current assets by total current liabilities.
|
CONTRACTUAL OBLIGATIONS
|
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
|
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
|
FORWARD-LOOKING STATEMENTS
|
ITEM 3
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4
|
CONTROLS AND PROCEDURES
|
PART II
|
OTHER INFORMATION
|
ITEM 1
|
LEGAL PROCEEDINGS
|
ITEM 1A
|
RISK FACTORS
|
ITEM 2
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
(1)
|
On August 25, 2011, the Board of Directors approved a stock repurchase program authorizing the repurchase of up to 2.5 million shares of our outstanding common stock. We can use the repurchase program to repurchase shares on the open market or in private transactions from time to time, depending on market conditions. The repurchase program does not have an expiration date. Under this plan, 450,000 shares and 900,000 shares were repurchased during the second quarter and first half of 2016, respectively, and 151,500 shares were repurchased during fiscal year 2015. Therefore, there were 1.4 million shares authorized to be repurchased under the program as of
July 30, 2016
. Our repurchases of common stock are limited under our debt agreements.
|
(2)
|
Includes shares that were tendered by employees related to certain share-based awards and shares purchased as part of our publicly announced program. The shares related to employee share-based awards were tendered in satisfaction of the exercise price of stock options and/or to satisfy minimum tax withholding amounts for non-qualified stock options, restricted stock and stock performance awards.
|
ITEM 3
|
DEFAULTS UPON SENIOR SECURITIES
|
ITEM 4
|
MINE SAFETY DISCLOSURES
|
ITEM 5
|
OTHER INFORMATION
|
ITEM 6
|
EXHIBITS
|
Exhibit
No.
|
|
|
3.1
|
|
Restated Certificate of Incorporation of Caleres, Inc. (the “Company”) incorporated herein by reference to Exhibit 3.1 to the Company's Form 8-K filed June 1, 2015.
|
3.2
|
|
Bylaws of the Company as amended through May 28, 2015, incorporated herein by reference to Exhibit 3.2 to the Company’s Form 8-K filed June 1, 2015.
|
10.1
|
†
|
Second Amendment to Fourth Amended and Restated Credit Agreement, dated August 17, 2016, among the Company, as lead borrower for itself and on behalf of certain of its subsidiaries, and the financial institutions party thereto, filed herewith.
|
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 the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS
|
†
|
XBRL Instance Document
|
101.SCH
101.CAL
101.LAB
101.PRE
101.DEF
|
†
†
†
†
†
|
XBRL Taxonomy Extension Schema Document
XBRL Taxonomy Extension Calculation Linkbase Document
XBRL Taxonomy Extension Label Linkbase Document
XBRL Taxonomy Presentation Linkbase Document
XBRL Taxonomy Definition Linkbase Document
|
SIGNATURE
|
|
|
CALERES, INC.
|
|
|
|
Date: September 7, 2016
|
|
/s/ Kenneth H. Hannah
|
|
|
Kenneth H. Hannah
Senior Vice President and Chief Financial Officer
on behalf of the Registrant and as the
Principal Financial Officer and Principal Accounting Officer
|
1.
|
Incorporation of Terms.
All capitalized terms not otherwise defined herein shall have the same meaning as in the Credit Agreement.
|
2.
|
Representations and Warranties
. Each Borrower hereby represents and warrants that (a) no Default or Event of Default exists under the Credit Agreement or under any other Loan Document, and (b) after giving effect to this Amendment, all representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects as of the date hereof, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (ii) in the case of any representation and warranty qualified by materiality, they are true and correct in all respects.
|
3.
|
Amendment to Credit Agreement
. Clause (e) of the definition of “Indebtedness” in
Section 1.1
of the Credit Agreement is hereby amended in its entirety to read as follows:
|
4.
|
Conditions to Effectiveness
. This Amendment shall not be effective until each of the following conditions precedent has been fulfilled or substantially contemporaneously will be fulfilled to the satisfaction of the Agent:
|
a.
|
This Amendment shall have been duly executed and delivered by the Borrowers and the Lenders, and the Agent shall have received a fully executed original hereof.
|
b.
|
All action on the part of the Borrowers necessary for the valid execution, delivery and performance by the Borrowers of this Amendment shall have been duly and effectively taken.
|
c.
|
Since January 30, 2016, there have been no changes in the assets, liabilities, financial condition or business of the Lead Borrower and its Subsidiaries which has had a Material Adverse Effect.
|
d.
|
After giving effect to this Amendment and the transactions contemplated hereunder, no Default or Event of Default shall have occurred and be continuing.
|
5.
|
Binding Effect
. The terms and provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their heirs, representatives, successors and assigns.
|
6.
|
Expenses
. The Borrowers shall reimburse the Agent for all expenses incurred in connection herewith, including, without limitation, reasonable attorneys’ fees to the extent provided in the Credit Agreement.
|
7.
|
Multiple Counterparts
. This Amendment may be executed in multiple counterparts, each of which shall constitute an original and together which shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic (i.e. “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement.
|
8.
|
Governing Law
. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO ITS PRINCIPLES RELATING TO CHOICE AND CONFLICTS OF LAW, BUT INCLUDING SECTION 5‑1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
|
BORROWERS:
|
|
CALERES, INC.
|
SIDNEY RICH ASSOCIATES, INC.
|
BG RETAIL, LLC
|
|
AS TO EACH OF THE FOREGOING:
|
|
By:
/s/ Kenneth H. Hannah
|
Name: Kenneth H. Hannah
|
Title: Senior Vice President and Chief Financial Officer
|
|
|
BANK OF AMERICA, N.A.
, as Agent and as a Lender
|
|
By:
/s/ Richard D. Hill, Jr.
|
Name: Richard D. Hill, Jr.
|
Title: Managing Director
|
|
|
WELLS FARGO BANK, NATIONAL ASSOCIATION
, as a Lender
|
|
By:
/s/ Connie Liu
|
Name: Connie Liu
|
Title: Director
|
|
|
BMO HARRIS BANK N.A.
, as a Lender
|
|
/s/ Jason Hoefler
|
Jason Hoefler
|
Director
|
|
111 West Monroe Street
|
20
th
Floor Eash
|
Chicago, IL 60603
|
|
|
JPMORGAN CHASE BANK, N.A.
, as a Lender
|
|
By:
/s/ Salvatore P. Demma
|
Name: Salvatore P. Demma
|
Title: Authorized Officer
|
CERTIFICATIONS
|
|
1.
|
I have reviewed this report on Form 10-Q of Caleres, Inc. (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Diane M. Sullivan
|
Diane M. Sullivan
|
Chief Executive Officer, President and Chairman of the Board of Directors
|
Caleres, Inc.
|
September 7, 2016
|
CERTIFICATIONS
|
|
1.
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I have reviewed this report on Form 10-Q of Caleres, Inc. (the “registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Kenneth H. Hannah
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Kenneth H. Hannah
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Senior Vice President and Chief Financial Officer
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Caleres, Inc.
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September 7, 2016
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
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/s/ Diane M. Sullivan
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Diane M. Sullivan
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Chief Executive Officer, President and Chairman of the Board of Directors
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Caleres, Inc.
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September 7, 2016
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/s/ Kenneth H. Hannah
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Kenneth H. Hannah
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Senior Vice President and Chief Financial Officer
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Caleres, Inc.
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September 7, 2016
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