|
|
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the fiscal year ended February 2, 2019
|
|
OR
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the transition period from ____________ to ______________
|
|
|
New York
|
43-0197190
|
(State or other jurisdiction of incorporation or organization)
|
(IRS Employer Identification Number)
|
8300 Maryland Avenue
|
63105
|
St. Louis, Missouri
|
(Zip Code)
|
(Address of principal executive offices)
|
|
Title of each class
|
Name of each exchange on which registered
|
Common Stock — par value $0.01 per share
|
New York Stock Exchange
|
|
|
|
|
|
Large accelerated filer
þ
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
Smaller reporting company
¨
|
Emerging growth company
¨
|
INDEX
|
|
|
|
|
PART I
|
|
Page
|
Item 1
|
||
Item 1A
|
||
Item 1B
|
||
Item 2
|
||
Item 3
|
||
Item 4
|
||
|
|
|
PART II
|
|
|
Item 5
|
||
Item 6
|
||
Item 7
|
||
Item 7A
|
||
Item 8
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Item 9
|
||
Item 9A
|
||
|
Evaluation of Disclosure Controls and Procedures
|
|
|
||
Item 9B
|
||
|
|
|
PART III
|
|
|
Item 10
|
||
Item 11
|
||
Item 12
|
||
Item 13
|
||
Item 14
|
||
|
|
|
PART IV
|
|
|
Item 15
|
||
Item 16
|
|
PART I
|
|
|
ITEM 1
|
BUSINESS
|
|
2018
|
|
2017
|
|
2016
|
|
Women's footwear
|
61
|
%
|
59
|
%
|
63
|
%
|
Men's footwear
|
24
|
%
|
25
|
%
|
22
|
%
|
Children's footwear
|
8
|
%
|
9
|
%
|
9
|
%
|
Clothing and accessories
|
7
|
%
|
7
|
%
|
6
|
%
|
|
FAMOUS FOOTWEAR
|
|
|
2018
|
|
2017
|
|
2016
|
|
Strip centers
|
|
653
|
|
677
|
|
699
|
|
Outlet malls
|
|
183
|
|
189
|
|
190
|
|
Regional malls
|
|
156
|
|
160
|
|
166
|
|
Total
|
|
992
|
|
1,026
|
|
1,055
|
|
BRAND PORTFOLIO
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
Naturalizer
|
|
140
|
|
|
145
|
|
|
153
|
|
Allen Edmonds
|
|
76
|
|
|
78
|
|
|
69
|
|
Sam Edelman
|
|
13
|
|
|
13
|
|
|
12
|
|
Total
|
|
229
|
|
|
236
|
|
|
234
|
|
Country
|
Millions of Pairs
|
|
China
|
34.0
|
|
Vietnam
|
14.5
|
|
Ethiopia
|
2.1
|
|
Other
|
0.7
|
|
Total
|
51.3
|
|
|
AVAILABLE INFORMATION
|
|
EXECUTIVE OFFICERS OF THE REGISTRANT
|
|
|
|
Name
|
Age
|
Current Position
|
Diane M. Sullivan
|
63
|
Chief Executive Officer, President and Chairman of the Board of Directors
|
Molly P. Adams
|
56
|
Division President – Famous Footwear
|
Daniel R. Friedman
|
58
|
Division President – Global Supply Chain
|
Kenneth H. Hannah
|
50
|
Senior Vice President, Chief Financial Officer
|
Todd E. Hasty
|
46
|
Vice President, Chief Accounting Officer
|
Willis D. Hill
|
47
|
Senior Vice President, Chief Information Officer
|
Douglas W. Koch
|
67
|
Senior Vice President, Chief Human Resources Officer
|
Malcolm W. Robinson III
|
58
|
Division President – Men's and International
|
John W. Schmidt
|
58
|
Division President – Brand Portfolio
|
Mark A. Schmitt
|
55
|
Senior Vice President, Chief Logistics Officer
|
|
|
ITEM 1A
|
RISK FACTORS
|
•
|
Manufacturing capacity may shift from footwear to other industries with manufacturing margins that are perceived to be higher.
|
•
|
Some footwear manufacturers may face labor shortages as workers seek better wages and working conditions in other industries and locations.
|
•
|
Our wholesale customers may seek more favorable terms for their purchases of our products, which could limit our ability to raise prices, recoup cost increases or achieve our profit goals.
|
•
|
The number of stores that carry our products could decline, thereby exposing us to a greater concentration of accounts receivable risk and negatively impacting our brand visibility.
|
•
|
Our customers could develop in-house brands or use a higher mix of private-label footwear products, which would negatively impact our sales.
|
•
|
As we sell our products to customers and extend credit based on an evaluation of each customer’s financial condition, the financial difficulties of a customer could cause us to stop doing business with that customer, reduce our business with that customer or be unable to collect from that customer.
|
•
|
Since we transact primarily in United States dollars, our international customers could purchase from competitors who will transact business in their local currency.
|
•
|
Certain of our major wholesale customers have experienced a significant downturn or disruption in their business. If our remaining customers fail to remain committed to our products or brands or also experience significant downturns or disruptions in their business, then these customers may reduce or discontinue purchases from us.
|
•
|
Retailers are directly sourcing more of their products directly from foreign manufacturers and reducing their reliance on wholesalers, which could have a material adverse effect on our business and results of operations.
|
•
|
Our Famous Footwear retail business is seasonally weighted to the back-to-school season, which primarily falls in our third fiscal quarter. As a result, the success of our back-to-school offering, which is affected by our ability to anticipate consumer demand and fashion trends, could have a disproportionate impact on our full year results.
|
•
|
In our wholesale business, sales of footwear are dependent on orders from our major customers, and they may change delivery schedules, change the mix of products they order or cancel orders without penalty.
|
•
|
Our wholesale customers set the delivery schedule for shipments of our products, which could cause shifts of sales between quarters.
|
•
|
Our estimated annual tax rate is based on projections of our domestic and international operating results for the year, which we review and revise as necessary each quarter.
|
•
|
Our earnings are also sensitive to a number of factors that are beyond our control, including manufacturing and transportation costs, changes in product sales mix, geographic sales trends, weather conditions, consumer sentiment and currency exchange rate fluctuations.
|
|
|
ITEM 1B
|
UNRESOLVED STAFF COMMENTS
|
|
|
ITEM 2
|
PROPERTIES
|
Location
|
|
Owned/Leased
|
|
Segment
|
|
Use
|
|
|
|
|
|
|
|
Clayton, Missouri
|
|
Owned
|
|
Famous Footwear and Brand Portfolio
|
|
Principal corporate, executive, sales and administrative offices
|
United States, Canada, Guam and Italy
|
|
Leased
|
|
Famous Footwear and Brand Portfolio
|
|
Retail operations
|
Chino, California
(1)
|
|
Leased
|
|
Brand Portfolio
|
|
Distribution centers
|
Lebanon, Tennessee
(2)
|
|
Leased
|
|
Famous Footwear and Brand Portfolio
|
|
Distribution center
|
Lebec, California
(3)
|
|
Leased
|
|
Famous Footwear
|
|
Distribution center
|
New York, New York
|
|
Leased
|
|
Brand Portfolio
|
|
Office space and showrooms
|
Bentonville, Arkansas
|
|
Leased
|
|
Brand Portfolio
|
|
Showrooms
|
Dallas, Texas
|
|
Leased
|
|
Brand Portfolio
|
|
Showrooms
|
Perth, Ontario
(4)
|
|
Owned
|
|
Famous Footwear and Brand Portfolio
|
|
Distribution center and outlet center
|
Putian, China; Minneapolis, Minnesota; Florence, Italy; Macau; Ho Chi Minh City, Vietnam; Hong Kong; Addis Ababa, Ethiopia; San Rafael and Culver City, California
|
|
Leased
|
|
Brand Portfolio
|
|
Office space
|
Dongguan, China
|
|
Leased
|
|
Brand Portfolio
|
|
Office space and sample-making facility
|
Santiago, Dominican Republic
|
|
Leased
|
|
Brand Portfolio
|
|
Manufacturing facility
|
Port Washington, Wisconsin
|
|
Owned
|
|
Brand Portfolio
|
|
Manufacturing and recrafting facility and office space
|
(1)
|
This campus includes two company-operated distribution centers with approximately 725,000 and 606,000 square feet at each respective location.
|
(2)
|
This distribution center is approximately 540,000 square feet.
|
(3)
|
This distribution center is approximately 350,000 square feet.
|
(4)
|
This distribution center is approximately 150,000 square feet.
|
|
|
ITEM 3
|
LEGAL PROCEEDINGS
|
|
|
ITEM 4
|
MINE SAFETY DISCLOSURES
|
|
PART II
|
|
|
ITEM 5
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
|
|
|
|
Total Number of Shares
|
|
|
Maximum Number of
|
|
|||
|
Total Number
|
|
|
Average
|
|
|
Purchased as Part
|
|
|
Shares that May Yet
|
|
|
|
of Shares
|
|
|
Price Paid
|
|
|
of Publicly Announced
|
|
|
Be Purchased Under
|
|
|
Fiscal Period
|
Purchased
(1)
|
|
|
per Share
(1)
|
|
|
Program
(2) (3)
|
|
|
the Program
(2) (3)
|
|
|
November 4, 2018 - December 1, 2018
|
374,900
|
|
|
$
|
29.79
|
|
|
374,900
|
|
|
748,600
|
|
December 2, 2018 - January 5, 2019
|
992,583
|
|
|
29.59
|
|
|
990,749
|
|
|
2,257,851
|
|
|
January 6, 2019 - February 2, 2019
|
—
|
|
|
—
|
|
|
—
|
|
|
2,257,851
|
|
|
Total
|
1,367,483
|
|
|
$
|
29.64
|
|
|
1,365,649
|
|
|
2,257,851
|
|
(1)
|
Includes shares purchased as part of our publicly announced stock repurchase program and shares that are tendered by employees related to certain share-based awards. The employee shares were tendered in satisfaction of the exercise price of stock options and/or to satisfy tax withholding amounts for non-qualified stock options, restricted stock and stock performance awards.
|
(2)
|
On August 25, 2011, the Board of Directors approved a stock repurchase program ("2011 Program") authorizing the repurchase of up to 2,500,000 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. Under this plan, 1,223,500 shares were repurchased during
2018
. In total, 2,500,000 shares have been repurchased under the program. Therefore, there were no remaining shares authorized to be repurchased under the 2011 Program as of
February 2, 2019
.
|
(3)
|
On December 14, 2018, the Board of Directors approved a stock repurchase program ("2018 Program") authorizing the purchase of up to 2,500,000 shares of our outstanding common stock either on the open market or in private transactions. Under this plan, 242,149 shares were repurchased during 2018. Therefore, there were 2,257,851 shares authorized to be repurchased under the 2018 Program as of
February 2, 2019
. Our repurchases of common stock are limited under our debt agreements.
|
|
2/1/2014
|
|
|
1/31/2015
|
|
|
1/30/2016
|
|
|
1/28/2017
|
|
|
2/3/2018
|
|
|
2/2/2019
|
|
||||||
Caleres, Inc.
|
$
|
100.00
|
|
|
$
|
121.08
|
|
|
$
|
115.69
|
|
|
$
|
129.37
|
|
|
$
|
126.40
|
|
|
$
|
131.14
|
|
Peer Group
|
100.00
|
|
|
113.71
|
|
|
104.48
|
|
|
104.41
|
|
|
135.00
|
|
|
130.48
|
|
||||||
S&P
©
SmallCap 600 Stock Index
|
100.00
|
|
|
106.15
|
|
|
101.18
|
|
|
136.59
|
|
|
155.82
|
|
|
156.37
|
|
|
|
ITEM 6
|
SELECTED FINANCIAL DATA
|
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
($ thousands, except per share amounts)
|
|
(52 Weeks)
|
|
(53 Weeks)
|
|
(52 Weeks)
|
|
(52 Weeks)
|
|
(52 Weeks)
|
||||||||||
Operations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
2,834,846
|
|
|
$
|
2,785,584
|
|
|
$
|
2,579,388
|
|
|
$
|
2,577,430
|
|
|
$
|
2,571,709
|
|
Cost of goods sold
|
|
1,678,502
|
|
|
1,616,935
|
|
|
1,517,397
|
|
|
1,529,627
|
|
|
1,531,609
|
|
|||||
Gross profit
|
|
1,156,344
|
|
|
1,168,649
|
|
|
1,061,991
|
|
|
1,047,803
|
|
|
1,040,100
|
|
|||||
Selling and administrative expenses
|
|
1,041,765
|
|
|
1,036,051
|
|
|
942,595
|
|
|
931,707
|
|
|
921,364
|
|
|||||
Impairment of goodwill and intangible assets
(1)
|
|
98,044
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Restructuring and other special charges, net
|
|
16,134
|
|
|
4,915
|
|
|
23,404
|
|
|
—
|
|
|
3,484
|
|
|||||
Operating earnings
|
|
401
|
|
|
127,683
|
|
|
95,992
|
|
|
116,096
|
|
|
115,252
|
|
|||||
Interest expense, net
|
|
(18,277
|
)
|
|
(17,325
|
)
|
|
(13,731
|
)
|
|
(15,690
|
)
|
|
(20,066
|
)
|
|||||
Loss on early extinguishment of debt
|
|
(186
|
)
|
|
—
|
|
|
—
|
|
|
(10,651
|
)
|
|
(420
|
)
|
|||||
Other income, net
|
|
12,308
|
|
|
12,348
|
|
|
14,993
|
|
|
19,011
|
|
|
10,682
|
|
|||||
Gain on sale of subsidiary
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,679
|
|
|||||
(Loss) earnings before income taxes
|
|
(5,754
|
)
|
|
122,706
|
|
|
97,254
|
|
|
108,766
|
|
|
110,127
|
|
|||||
Income tax benefit (provision)
|
|
273
|
|
|
(35,475
|
)
|
|
(31,168
|
)
|
|
(26,942
|
)
|
|
(27,184
|
)
|
|||||
Net (loss) earnings
|
|
(5,481
|
)
|
|
87,231
|
|
|
66,086
|
|
|
81,824
|
|
|
82,943
|
|
|||||
Net (loss) earnings attributable to noncontrolling interests
|
|
(40
|
)
|
|
31
|
|
|
428
|
|
|
345
|
|
|
93
|
|
|||||
Net (loss) earnings attributable to Caleres, Inc.
|
|
$
|
(5,441
|
)
|
|
$
|
87,200
|
|
|
$
|
65,658
|
|
|
$
|
81,479
|
|
|
$
|
82,850
|
|
Operations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on net sales
|
|
(0.2
|
)%
|
|
3.1
|
%
|
|
2.5
|
%
|
|
3.2
|
%
|
|
3.2
|
%
|
|||||
Return on beginning Caleres, Inc. shareholders' equity
|
|
(0.8
|
)%
|
|
14.2
|
%
|
|
10.9
|
%
|
|
15.1
|
%
|
|
17.4
|
%
|
|||||
Dividends paid
|
|
$
|
11,983
|
|
|
$
|
12,027
|
|
|
$
|
12,104
|
|
|
$
|
12,253
|
|
|
$
|
12,237
|
|
Purchases of property and equipment
|
|
$
|
62,483
|
|
|
$
|
44,720
|
|
|
$
|
50,523
|
|
|
$
|
73,479
|
|
|
$
|
44,952
|
|
Capitalized software
|
|
$
|
4,416
|
|
|
$
|
6,458
|
|
|
$
|
9,039
|
|
|
$
|
7,735
|
|
|
$
|
5,086
|
|
Depreciation and amortization
(2)
|
|
$
|
64,907
|
|
|
$
|
65,831
|
|
|
$
|
57,857
|
|
|
$
|
52,606
|
|
|
$
|
54,015
|
|
Per Common Share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic (loss) earnings per common share attributable to Caleres, Inc. shareholders
|
|
$
|
(0.13
|
)
|
|
$
|
2.03
|
|
|
$
|
1.52
|
|
|
$
|
1.86
|
|
|
$
|
1.90
|
|
Diluted (loss) earnings per common share attributable to Caleres, Inc. shareholders
|
|
(0.13
|
)
|
|
2.02
|
|
|
1.52
|
|
|
1.85
|
|
|
1.89
|
|
|||||
Dividends paid
|
|
0.28
|
|
|
0.28
|
|
|
0.28
|
|
|
0.28
|
|
|
0.28
|
|
|||||
Ending Caleres, Inc. shareholders’ equity
(3)
|
|
15.14
|
|
|
16.67
|
|
|
14.27
|
|
|
13.78
|
|
|
12.36
|
|
|||||
Financial Position:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Receivables, net
|
|
$
|
191,722
|
|
|
$
|
152,613
|
|
|
$
|
153,121
|
|
|
$
|
153,664
|
|
|
$
|
136,646
|
|
Inventories, net
|
|
683,171
|
|
|
569,379
|
|
|
585,764
|
|
|
546,745
|
|
|
543,103
|
|
|||||
Working capital
|
|
123,111
|
|
|
416,630
|
|
|
316,150
|
|
|
484,766
|
|
|
420,609
|
|
|||||
Property and equipment, net
|
|
230,784
|
|
|
212,799
|
|
|
219,196
|
|
|
179,010
|
|
|
149,743
|
|
|||||
Total assets
|
|
1,838,568
|
|
|
1,489,415
|
|
|
1,475,273
|
|
|
1,303,323
|
|
|
1,214,327
|
|
|||||
Borrowings under revolving credit agreement
|
|
335,000
|
|
|
—
|
|
|
110,000
|
|
|
—
|
|
|
—
|
|
|||||
Long-term debt
|
|
197,932
|
|
|
197,472
|
|
|
197,003
|
|
|
196,544
|
|
|
196,712
|
|
|||||
Caleres, Inc. shareholders’ equity
|
|
634,053
|
|
|
717,489
|
|
|
613,117
|
|
|
601,484
|
|
|
540,910
|
|
|||||
Average common shares outstanding – basic
|
|
41,756
|
|
|
41,801
|
|
|
42,026
|
|
|
42,455
|
|
|
42,071
|
|
|||||
Average common shares outstanding – diluted
|
|
41,756
|
|
|
41,980
|
|
|
42,181
|
|
|
42,656
|
|
|
42,274
|
|
(1)
|
During 2018, we recognized $98.0 million of impairment charges associated with the goodwill and intangible assets of our Allen Edmonds business. Refer to Note 11 to the consolidated financial statements for further discussion.
|
(2)
|
Depreciation and amortization includes depreciation of property and equipment and amortization of capitalized software, intangibles and debt issuance costs and debt discount. The amortization of debt issuance costs and debt discount is reflected within interest expense, net in our consolidated statements of earnings and totaled $2.2 million in 2018, $1.8 million in 2017, $1.7 million in 2016, $1.2 million in 2015 and $2.4 million in 2014.
|
(3)
|
Ending Caleres, Inc. shareholders' equity is calculated by dividing Caleres, Inc. shareholders' equity by common shares outstanding at the end of the respective periods.
|
|
|
ITEM 7
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
OVERVIEW
|
•
|
Consolidated net sales increased
$49.2 million
, or
1.8%
, to
$2,834.8 million
in
2018
, compared to
$2,785.6 million
last year, driven by our 2018 acquisitions of Vionic and Blowfish Malibu, partially offset by lower sales at Famous Footwear, as our 2017 fiscal year included 53 weeks compared to 52 weeks in 2018.
|
•
|
Consolidated operating earnings decreased
$127.3 million
, or
99.7%
, to
$0.4 million
in
2018
, compared to
$127.7 million
last year, primarily driven by an impairment charge of
$98.0 million
related to goodwill and intangible assets for our Allen Edmonds business, the acquisition and integration-related costs for Vionic and Blowfish Malibu in
2018
and incremental expenses associated with the transition to our new Brand Portfolio warehouse facilities in California.
|
•
|
Consolidated net loss attributable to Caleres, Inc. was
$5.4 million
, or
$0.13
per diluted share, in
2018
, compared to net earnings of
$87.2 million
, or
$2.02
per diluted share, last year.
|
•
|
Impairment of goodwill and intangible assets - We incurred impairment charges of
$98.0 million
($83.0 million on an after-tax basis, or $1.93 per diluted share) during
2018
for the impairment of goodwill and intangible assets for our Allen Edmonds business. The impairment charges were driven by several factors, including the decision to change the brand's pricing structure to be less promotional in the future, which resulted in a decline in projected revenue. In addition, rising interest rates and less favorable operating results in 2018 contributed to the need for the impairment charges. There were no corresponding impairment
|
•
|
Acquisition of Vionic - On October 18, 2018, we acquired the Vionic business for $360.7 million, which was funded with borrowings under our revolving credit agreement. Vionic contributed $45.3 million in net sales during the period from acquisition through February 2, 2019. In aggregate, we incurred charges of $13.4 million ($9.9 million on an after-tax basis, or $0.23 per diluted share) during 2018. These charges included $8.9 million of incremental cost of goods sold related to the amortization of the inventory adjustment required for purchase accounting and $4.5 million of acquisition and integration-related costs, which are presented as restructuring and other special charges, net. Refer to Note 2 and Note 5 to the consolidated financial statements for further discussion.
|
•
|
Acquisition of Blowfish Malibu – On July 6, 2018, we acquired a controlling interest in Blowfish Malibu. Blowfish Malibu contributed $15.2 million in net sales during the period from acquisition through February 2, 2019 and did not have a material impact on earnings. We incurred charges of $2.0 million ($1.6 million on an after-tax basis, or $0.04 per diluted share) during 2018, including $1.7 million of incremental cost of goods sold related to the amortization of the inventory adjustment required for purchase accounting, and $0.3 million of acquisition and integration-related costs, which are presented as restructuring and other special charges, net. Refer to Note 2 and Note 5 to the consolidated financial statements for further discussion.
|
•
|
Logistics transition – During the fourth quarter of 2018, we incurred costs of $4.5 million ($3.3 million on an after-tax basis, or $0.08 per diluted share) associated with the transition from our third-party operated warehouse in Chino, California to our new company-operated Brand Portfolio warehouse facilities in California, as well as the transition from our Allen Edmonds distribution center in Port Washington, Wisconsin to our existing retail distribution center in Lebanon, Tennessee. In addition to the fourth quarter transition costs, we also incurred approximately $7 million of initial start-up and duplicate expenses earlier in 2018 associated with the distribution center transitions. Refer to Note 5 to the consolidated financial statements for further discussion.
|
•
|
Acquisition, integration and reorganization of men's brands – We incurred costs of $5.8 million ($4.3 million on an after-tax basis, or $0.10 per diluted share) during 2018 related to the integration and reorganization of our men's brands, primarily to consolidate and relocate certain business functions into our St. Louis headquarters and to reduce and optimize manufacturing capacity in our Port Washington, Wisconsin facility. These charges were recorded as restructuring and other special charges, net on the consolidated statements of earnings (loss). During 2017, we incurred costs of $8.9 million ($5.6 million on an after-tax basis, or $0.13 per diluted share) related to the acquisition, integration and reorganization of our men's brands. Approximately $4.9 million related to the amortization of the inventory adjustment required for purchase accounting was included in cost of goods sold, while the remaining $4.0 million was recorded in restructuring and other special charges. Refer to Note 2 and Note 5 to the consolidated financial statements for additional information.
|
•
|
Brand exits – We recently decided to exit two of our Brand Portfolio brands, Diane von Furstenberg ("DVF") and George Brown Bilt ("GBB"). In connection with that decision, we incurred costs of $2.4 million ($1.8 million on an after-tax basis, or $0.04 per diluted share). Of these charges, $1.8 million primarily represents incremental inventory markdowns required to reduce the value of inventory to net realizable value and is presented in cost of goods sold on the statements of earnings (loss) and the remaining $0.6 million for severance and other related costs is presented in restructuring and other special charges. Refer to Note 5 to the consolidated financial statements for further discussion.
|
•
|
In December 2017, the Tax Cuts and Jobs Act (the “Act”) was signed into law, making significant changes to the U.S. Internal Revenue Code. Changes included, but were not limited to, a corporate tax rate decrease from 35% to 21% effective January 1, 2018, the transition of U.S. international taxation from a worldwide tax system to a quasi-territorial tax system and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017. Certain states and other international jurisdictions also enacted changes to their tax statutes. The components of income tax reform, in aggregate across all jurisdictions, resulted in significant adjustments to both our income tax provision and the income tax balances. Refer to Note 7 to the consolidated financial statements for further discussion.
|
•
|
We adopted ASU 2017-07,
Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost
, during the first quarter of 2018 on a retrospective basis and reclassified
$12.3 million
of non-service cost components of net periodic benefit income in
2017
to other income, net in the consolidated statements of earnings (loss). For 2018,
$12.3 million
of non-service costs components is reflected in other income, net. Refer to Note 1 and Note 6 to the consolidated financial statements for additional information on the adoption of this ASU.
|
•
|
Our accounting period is based upon a traditional retail calendar, which ends on the Saturday nearest January 31. Periodically, this results in a fiscal year that includes 53 weeks. Our 2017 fiscal year included 53 weeks, while our 2018 fiscal year had only 52 weeks. The difference in the number of weeks included in our fiscal years can affect annual comparisons. The inclusion of
|
CONSOLIDATED RESULTS
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
|
|
|
% of
|
|
|
|
% of
|
|
|
|
% of
|
|
||||||
($ millions)
|
|
|
Net Sales
|
|
|
|
Net Sales
|
|
|
|
Net Sales
|
|
||||||
Net sales
|
|
$
|
2,834.8
|
|
100.0
|
%
|
|
$
|
2,785.6
|
|
100.0
|
%
|
|
$
|
2,579.4
|
|
100.0
|
%
|
Cost of goods sold
|
|
1,678.5
|
|
59.2
|
%
|
|
1,617.0
|
|
58.0
|
%
|
|
1,517.4
|
|
58.8
|
%
|
|||
Gross profit
|
|
1,156.3
|
|
40.8
|
%
|
|
1,168.6
|
|
42.0
|
%
|
|
1,062.0
|
|
41.2
|
%
|
|||
Selling and administrative expenses
|
|
1,041.8
|
|
36.7
|
%
|
|
1,036.0
|
|
37.2
|
%
|
|
942.6
|
|
36.6
|
%
|
|||
Impairment of goodwill and intangible assets
|
|
98.0
|
|
3.5
|
%
|
|
—
|
|
—
|
%
|
|
—
|
|
—
|
%
|
|||
Restructuring and other special charges, net
|
|
16.1
|
|
0.6
|
%
|
|
4.9
|
|
0.2
|
%
|
|
23.4
|
|
0.9
|
%
|
|||
Operating earnings
|
|
0.4
|
|
0.0
|
%
|
|
127.7
|
|
4.6
|
%
|
|
96.0
|
|
3.7
|
%
|
|||
Interest expense, net
|
|
(18.3
|
)
|
(0.6
|
)%
|
|
(17.3
|
)
|
(0.6)
|
%
|
|
(13.7
|
)
|
(0.5)
|
%
|
|||
Loss on early extinguishment of debt
|
|
(0.2
|
)
|
(0.0
|
)%
|
|
—
|
|
—
|
%
|
|
—
|
|
—
|
%
|
|||
Other income, net
|
|
12.3
|
|
0.4
|
%
|
|
12.3
|
|
0.4
|
%
|
|
15.0
|
|
0.6
|
%
|
|||
(Loss) earnings before income taxes
|
|
(5.8
|
)
|
(0.2
|
)%
|
|
122.7
|
|
4.4
|
%
|
|
97.3
|
|
3.8
|
%
|
|||
Income tax benefit (provision)
|
|
0.3
|
|
0.0
|
%
|
|
(35.5
|
)
|
(1.3)
|
%
|
|
(31.2
|
)
|
(1.2)
|
%
|
|||
Net (loss) earnings
|
|
(5.5
|
)
|
(0.2
|
)%
|
|
87.2
|
|
3.1
|
%
|
|
66.1
|
|
2.6
|
%
|
|||
Net (loss) earnings attributable to noncontrolling interests
|
|
(0.1
|
)
|
(0.0
|
)%
|
|
0.0
|
|
0.0
|
%
|
|
0.4
|
|
0.0
|
%
|
|||
Net (loss) earnings attributable to Caleres, Inc.
|
|
$
|
(5.4
|
)
|
(0.2
|
)%
|
|
$
|
87.2
|
|
3.1
|
%
|
|
$
|
65.7
|
|
2.6
|
%
|
•
|
$5.8 million
(
$4.3 million
on an after-tax basis, or
$0.10
per diluted share) for integration and reorganization costs related to our men's business, compared to $4.0 million ($2.6 million on an after-tax basis, or $0.06 per diluted share) in 2017;
|
•
|
Acquisition and integration-related costs of $4.5 million ($3.3 million on an after-tax basis, or $0.08 per diluted share) for Vionic and $0.3 million ($0.3 million on an after-tax basis, or $0.01 per diluted share) for Blowfish Malibu;
|
•
|
Transition costs related to our distribution centers of
$4.5 million
(
$3.3 million
on an after-tax basis, or
$0.08
per diluted share);
|
•
|
Brand Portfolio brand exit costs of $0.6 million ($0.5 million on an after-tax basis, or $0.01 per diluted share); and
|
•
|
Costs associated with the restructuring of our retail operations of $0.4 million ($0.3 million on an after-tax basis, or $0.01 per diluted share), compared to $0.9 million ($0.6 million on after-tax basis, or $0.02 per diluted share) in 2017.
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||
|
|
Earnings (Loss) Before
|
|
|
|
Earnings Before
|
|
|
|
Earnings Before
|
|
||||||||||||
($ millions)
|
Net Sales
|
|
Income Taxes
|
|
|
Net Sales
|
|
Income Taxes
|
|
|
Net Sales
|
|
Income Taxes
|
|
|||||||||
Domestic
|
$
|
2,656.9
|
|
|
$
|
40.0
|
|
|
$
|
2,611.5
|
|
|
$
|
78.2
|
|
|
$
|
2,385.1
|
|
|
$
|
60.9
|
|
Foreign
|
177.9
|
|
|
(45.8
|
)
|
|
174.1
|
|
|
44.5
|
|
|
194.3
|
|
|
36.4
|
|
||||||
|
$
|
2,834.8
|
|
|
$
|
(5.8
|
)
|
|
$
|
2,785.6
|
|
|
$
|
122.7
|
|
|
$
|
2,579.4
|
|
|
$
|
97.3
|
|
FAMOUS FOOTWEAR
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
|
|
|
% of
|
|
|
|
% of
|
|
|
|
% of
|
|
||||||
($ millions)
|
|
|
Net Sales
|
|
|
|
Net Sales
|
|
|
|
Net Sales
|
|
||||||
Net sales
|
|
$
|
1,606.8
|
|
100.0
|
%
|
|
$
|
1,637.6
|
|
100.0
|
%
|
|
$
|
1,590.1
|
|
100.0
|
%
|
Cost of goods sold
|
|
916.0
|
|
57.0
|
%
|
|
913.2
|
|
55.8
|
%
|
|
887.5
|
|
55.8
|
%
|
|||
Gross profit
|
|
690.8
|
|
43.0
|
%
|
|
724.4
|
|
44.2
|
%
|
|
702.6
|
|
44.2
|
%
|
|||
Selling and administrative expenses
|
|
605.1
|
|
37.7
|
%
|
|
631.6
|
|
38.6
|
%
|
|
618.9
|
|
38.9
|
%
|
|||
Restructuring and other special charges, net
|
|
0.4
|
|
0.0
|
%
|
|
0.6
|
|
0.0
|
%
|
|
—
|
|
—
|
%
|
|||
Operating earnings
|
|
$
|
85.3
|
|
5.3
|
%
|
|
$
|
92.2
|
|
5.6
|
%
|
|
$
|
83.7
|
|
5.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Key Metrics
|
|
|
|
|
|
|
|
|
|
|||||||||
Same-store sales % change (on a 52-week basis)
|
|
1.5
|
%
|
|
|
1.4
|
%
|
|
|
0.6
|
%
|
|
||||||
Same-store sales $ change (on a 52-week basis)
|
|
$
|
23.8
|
|
|
|
$
|
21.7
|
|
|
|
$
|
9.7
|
|
|
|||
Sales change from 53rd week
|
|
$
|
(19.7
|
)
|
|
|
$
|
19.7
|
|
|
|
$
|
—
|
|
|
|||
Sales change from new and closed stores, net (on a 52-week basis)
|
|
$
|
(34.5
|
)
|
|
|
$
|
5.5
|
|
|
|
$
|
7.9
|
|
|
|||
Impact of changes in Canadian exchange rate on sales
|
|
$
|
(0.4
|
)
|
|
|
$
|
0.6
|
|
|
|
$
|
(0.2
|
)
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||||
Sales per square foot, excluding e-commerce (on a 52-week basis)
|
|
$
|
220
|
|
|
|
$
|
218
|
|
|
|
$
|
216
|
|
|
|||
Square footage (thousands sq. ft.)
|
|
6,552
|
|
|
|
6,972
|
|
|
|
6,986
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
Stores opened
|
|
17
|
|
|
|
34
|
|
|
|
49
|
|
|
||||||
Stores closed
|
|
51
|
|
|
|
63
|
|
|
|
40
|
|
|
||||||
Ending stores
|
|
992
|
|
|
|
1,026
|
|
|
|
1,055
|
|
|
BRAND PORTFOLIO
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
|
|
|
% of
|
|
|
|
% of
|
|
|
|
% of
|
|
||||||
($ millions)
|
|
|
Net Sales
|
|
|
|
Net Sales
|
|
|
|
Net Sales
|
|
||||||
Net sales
|
|
$
|
1,228.0
|
|
100.0
|
%
|
|
$
|
1,148.0
|
|
100.0
|
%
|
|
$
|
989.3
|
|
100.0
|
%
|
Cost of goods sold
|
|
762.5
|
|
62.1
|
%
|
|
703.8
|
|
61.3
|
%
|
|
629.9
|
|
63.7
|
%
|
|||
Gross profit
|
|
465.5
|
|
37.9
|
%
|
|
444.2
|
|
38.7
|
%
|
|
359.4
|
|
36.3
|
%
|
|||
Selling and administrative expenses
|
|
399.1
|
|
32.5
|
%
|
|
362.4
|
|
31.6
|
%
|
|
279.3
|
|
28.2
|
%
|
|||
Impairment of goodwill and intangible assets
|
|
98.0
|
|
8.0
|
%
|
|
—
|
|
—
|
%
|
|
—
|
|
—
|
%
|
|||
Restructuring and other special charges, net
|
|
10.6
|
|
0.8
|
%
|
|
1.6
|
|
0.1
|
%
|
|
3.9
|
|
0.4
|
%
|
|||
Operating (loss) earnings
|
|
$
|
(42.2
|
)
|
(3.4
|
)%
|
|
$
|
80.2
|
|
7.0
|
%
|
|
$
|
76.2
|
|
7.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Key Metrics
|
|
|
|
|
|
|
|
|
|
|||||||||
Direct-to-consumer (% of net sales)
(1)
|
|
29
|
%
|
|
|
26
|
%
|
|
|
19
|
%
|
|
||||||
Wholesale/retail sales mix (%)
|
|
80%/20%
|
|
|
|
74%/26%
|
|
|
|
85%/15%
|
|
|
||||||
Change in wholesale net sales ($)
(2)
|
|
$
|
85.7
|
|
|
|
$
|
(1.7
|
)
|
|
|
$
|
(38.4
|
)
|
|
|||
Unfilled order position at year-end
|
|
$
|
331.6
|
|
|
|
$
|
262.1
|
|
|
|
$
|
263.1
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||||
Same-store sales % change (on a 52-week basis)
(3)
|
|
(0.1
|
)%
|
|
|
6.4
|
%
|
|
|
(2.9
|
)%
|
|
||||||
Same-store sales $ change (on a 52-week basis)
(3)
|
|
$
|
(0.1
|
)
|
|
|
$
|
7.5
|
|
|
|
$
|
(3.4
|
)
|
|
|||
Sales change from 53rd week
|
|
$
|
(3.7
|
)
|
|
|
$
|
3.7
|
|
|
|
$
|
—
|
|
|
|||
Sales change from new and closed stores, net (on a 52-week basis)
|
|
$
|
(1.3
|
)
|
|
|
$
|
22.2
|
|
|
|
$
|
7.8
|
|
|
|||
Sales change from acquired Allen Edmonds retail stores (on a 52-week basis)
(4)
|
|
N/A
|
|
|
$
|
126.0
|
|
|
|
$
|
19.3
|
|
|
|||||
Impact of changes in Canadian exchange rate on retail sales
|
|
$
|
(0.6
|
)
|
|
|
$
|
1.0
|
|
|
|
$
|
(0.8
|
)
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||||
Sales per square foot, excluding e-commerce (on a 52-week basis)
(3)
|
|
$
|
417
|
|
|
|
$
|
327
|
|
|
|
$
|
314
|
|
|
|||
Square footage, end of year (thousands sq. ft.)
|
|
394
|
|
|
|
405
|
|
|
|
409
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
Stores opened
|
|
7
|
|
|
|
15
|
|
|
|
77
|
|
|
||||||
Stores closed
|
|
14
|
|
|
|
13
|
|
|
|
8
|
|
|
||||||
Ending stores
|
|
229
|
|
|
|
236
|
|
|
|
234
|
|
|
(2)
|
The 2018 wholesale net sales change includes sales from our acquired Vionic and Blowfish Malibu brands of $45.3 million and $15.2 million, respectively.
|
(4)
|
This metric represents net sales from our
69
acquired Allen Edmonds retail stores for 2017 and 2016. The sales change from these retail stores for 2018 is included in the same-store sales metric.
|
|
OTHER
|
•
|
An improvement in our medical claims expense, for which we are self-insured, and
|
•
|
Lower professional fees; partially offset by
|
•
|
Acquisition and integration-related costs for Vionic and Blowfish Malibu of $4.8 million, compared to costs of $2.5 million for the integration and reorganization of our men's brands in 2017. Refer to Note 2 and Note 5 to the consolidated financial statements for further discussion.
|
•
|
The non-recurrence of the
$7.3 million
impairment of the Shoes.com note receivable in 2016, as further discussed in Note 5 to the consolidated financial statements;
|
•
|
The non-recurrence of the
$7.0 million
impairment of the investment in a nonconsolidated affiliate in 2016, as further discussed in Note 5 to the consolidated financial statements; and
|
•
|
Lower costs associated with our acquisition and integration of Allen Edmonds in 2016, as further discussed in Note 2 and Note 5 to the consolidated financial statements.
|
|
RESTRUCTURING AND OTHER INITIATIVES
|
|
IMPACT OF INFLATION AND CHANGING PRICES
|
|
LIQUIDITY AND CAPITAL RESOURCES
|
($ millions)
|
February 2, 2019
|
|
|
February 3, 2018
|
|
|
Increase
|
|
|||
Borrowings under revolving credit agreement
|
$
|
335.0
|
|
|
$
|
—
|
|
|
$
|
335.0
|
|
Long-term debt
|
197.9
|
|
|
197.5
|
|
|
0.4
|
|
|||
Total debt
|
$
|
532.9
|
|
|
$
|
197.5
|
|
|
$
|
335.4
|
|
|
|
February 2, 2019
|
|
|
February 3, 2018
|
|
||
Working capital ($ millions)
(1)
|
|
$
|
123.1
|
|
|
$
|
416.6
|
|
Current ratio
(2)
|
|
1.14:1
|
|
|
1.97:1
|
|
||
Debt-to-capital ratio
(3)
|
|
45.6
|
%
|
|
21.5
|
%
|
(1)
|
Working capital has been computed as total current assets less total current liabilities.
|
(2)
|
The current ratio has been computed by dividing total current assets by total current liabilities.
|
(3)
|
Debt-to-capital has been computed by dividing total debt by total capitalization. Total debt is defined as long-term debt and borrowings under the Credit Agreement. Total capitalization is defined as total debt and total equity.
|
|
2018
|
|
|
2017
|
|
|
(Decrease) Increase
in Cash and Cash Equivalents |
|
|||
Net cash provided by operating activities
|
$
|
129.6
|
|
|
$
|
191.4
|
|
|
$
|
(61.8
|
)
|
Net cash used for investing activities
|
(436.4
|
)
|
|
(51.2
|
)
|
|
(385.2
|
)
|
|||
Net cash provided by (used for) financing activities
|
273.2
|
|
|
(131.8
|
)
|
|
405.0
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(0.2
|
)
|
|
0.3
|
|
|
(0.5
|
)
|
|||
(Decrease) increase in cash and cash equivalents
|
$
|
(33.8
|
)
|
|
$
|
8.7
|
|
|
$
|
(42.5
|
)
|
•
|
An increase in our inventories due to earlier receipt of spring product from our Brand Portfolio factory partners, due to an earlier holiday shutdown period for Chinese New Year, compared to a decrease in inventory in 2017 and
|
•
|
A decrease in net income taxes due in part to the impact of tax reform, partially offset by
|
•
|
A larger increase in accrued expenses and other liabilities compared to 2017 and
|
•
|
A larger increase in trade accounts payable reflecting the higher level of inventory.
|
|
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
|
OFF-BALANCE SHEET ARRANGEMENTS
|
|
CONTRACTUAL OBLIGATIONS
|
|
Payments Due by Period
|
||||||||||||||
|
|
Less Than
|
|
1-3
|
|
3-5
|
|
More Than
|
|
||||||
($ millions)
|
Total
|
|
1 Year
|
|
Years
|
|
Years
|
|
5 Years
|
|
|||||
Borrowings under Credit Agreement
|
$
|
335.0
|
|
$
|
335.0
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Long-term debt
(1)
|
200.0
|
|
—
|
|
—
|
|
—
|
|
200.0
|
|
|||||
Interest on long-term debt
(1)
|
62.5
|
|
12.5
|
|
25.0
|
|
25.0
|
|
—
|
|
|||||
Financial instruments
(2)
|
0.6
|
|
0.6
|
|
—
|
|
—
|
|
—
|
|
|||||
Operating lease commitments
(3)
|
850.0
|
|
173.9
|
|
276.8
|
|
186.5
|
|
212.8
|
|
|||||
Capital lease obligation
|
3.3
|
|
1.4
|
|
1.9
|
|
—
|
|
—
|
|
|||||
Minimum license commitments
|
21.0
|
|
9.1
|
|
11.9
|
|
—
|
|
—
|
|
|||||
Purchase obligations
(4)
|
650.9
|
|
623.7
|
|
18.3
|
|
3.9
|
|
5.0
|
|
|||||
Mandatory purchase obligation
(5)
|
9.2
|
|
—
|
|
9.2
|
|
—
|
|
—
|
|
|||||
Other
(6)
|
18.5
|
|
1.9
|
|
3.2
|
|
6.2
|
|
7.2
|
|
|||||
Total
(7)
|
$
|
2,151.0
|
|
$
|
1,158.1
|
|
$
|
346.3
|
|
$
|
221.6
|
|
$
|
425.0
|
|
(1)
|
Interest on borrowings is at variable rates based on LIBOR or the prime rate, as defined in the Credit Agreement, plus a spread. The interest rate and fees for letters of credit varies based upon the level of excess availability under the Credit Agreement. There is an unused line fee payable on the excess availability under the facility and a letter of credit fee payable on the outstanding exposure under letters of credit. Interest obligations, which are variable in nature, are not included in the table above. Refer to Note 12 to the consolidated financial statements.
|
(1)
|
Interest obligations have been reflected based on our $200.0 million principal value of Senior Notes at a fixed interest rate of 6.25% as of fiscal year ended February 3, 2019. Refer to Note 12 to the consolidated financial statements.
|
(2)
|
Financial instruments reflect the net fair value of our foreign exchange forwards contracts. Refer to Note 14 and Note 15 to the consolidated financial statements.
|
(3)
|
The majority of our retail operating leases contain provisions that allow us to modify amounts payable under the lease or terminate the lease in certain circumstances, such as experiencing actual sales volume below a defined threshold and/or co-tenancy provisions associated with the facility. The contractual obligations presented in the table above reflect the minimum rent obligations, irrespective of our ability to reduce or terminate rental payments in the future, as noted. Refer to Note 13 to the consolidated financial statements.
|
(4)
|
Purchase obligations include agreements to purchase assets, goods or services that specify all significant terms, including quantity and price provisions.
|
(5)
|
Refer to Note 2 and Note 15 to the consolidated financial statements for further discussion regarding the mandatory purchase obligation associated with the Blowfish Malibu acquisition.
|
(6)
|
Includes obligations for our supplemental executive retirement plan and other postretirement benefits, as discussed in Note 6 to the consolidated financial statements, one-time transition tax for the mandatory deemed repatriation of cumulative foreign earnings, as discussed in Note 7 to the consolidated financial statements, and other contractual obligations.
|
(7)
|
Excludes liabilities of $7.3 million, $2.4 million and $4.4 million for our non-qualified deferred compensation plan, deferred compensation plan for non-employee directors and restricted stock units for non-employee directors, respectively, due to the uncertain nature in timing of payments. Refer to Note 6, Note 15 and Note 17 to the consolidated financial statements.
|
|
|
|
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND FORWARD-LOOKING STATEMENTS
|
|
|
ITEM 7A
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
FOREIGN CURRENCY EXCHANGE RATES
|
|
INTEREST RATES
|
|
|
ITEM 8
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
Consolidated Balance Sheets
|
|
|
|
|
||||
|
|
|
|
|
||||
($ thousands, except number of shares and per share amounts)
|
|
February 2, 2019
|
|
|
February 3, 2018
|
|
||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
30,200
|
|
|
$
|
64,047
|
|
Receivables, net of allowances of $28,998 in 2018 and $27,098 in 2017
|
|
191,722
|
|
|
152,613
|
|
||
Inventories, net of adjustment to last-in, first-out cost of $3,310 in 2018 and $4,038 in 2017
|
|
683,171
|
|
|
569,379
|
|
||
Income taxes
|
|
4,875
|
|
|
—
|
|
||
Prepaid expenses and other current assets
|
|
66,479
|
|
|
60,750
|
|
||
Total current assets
|
|
976,447
|
|
|
846,789
|
|
||
Prepaid pension costs
|
|
47,826
|
|
|
62,575
|
|
||
Property and equipment, net
|
|
230,784
|
|
|
212,799
|
|
||
Deferred income taxes
|
|
9,833
|
|
|
2,305
|
|
||
Goodwill
|
|
242,531
|
|
|
127,081
|
|
||
Intangible assets, net
|
|
307,366
|
|
|
212,087
|
|
||
Other assets
|
|
23,781
|
|
|
25,779
|
|
||
Total assets
|
|
$
|
1,838,568
|
|
|
$
|
1,489,415
|
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Borrowings under revolving credit agreement
|
|
$
|
335,000
|
|
|
$
|
—
|
|
Trade accounts payable
|
|
316,298
|
|
|
272,962
|
|
||
Employee compensation and benefits
|
|
58,593
|
|
|
45,226
|
|
||
Income taxes
|
|
6,388
|
|
|
8,222
|
|
||
Other accrued expenses
|
|
137,057
|
|
|
103,749
|
|
||
Total current liabilities
|
|
853,336
|
|
|
430,159
|
|
||
Other liabilities:
|
|
|
|
|
||||
Long-term debt
|
|
197,932
|
|
|
197,472
|
|
||
Deferred rent
|
|
54,850
|
|
|
53,071
|
|
||
Income taxes
|
|
7,786
|
|
|
11,933
|
|
||
Deferred income taxes
|
|
49,986
|
|
|
50,667
|
|
||
Other liabilities
|
|
39,243
|
|
|
27,151
|
|
||
Total other liabilities
|
|
349,797
|
|
|
340,294
|
|
||
Equity:
|
|
|
|
|
||||
Preferred stock, $1.00 par value, 1,000,000 shares authorized; no shares outstanding
|
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 100,000,000 shares authorized; 41,886,562 and 43,031,689 shares outstanding, net of 4,200,233 and 3,055,106 treasury shares in 2018 and 2017, respectively
|
|
419
|
|
|
430
|
|
||
Additional paid-in capital
|
|
145,889
|
|
|
136,460
|
|
||
Accumulated other comprehensive loss
|
|
(31,601
|
)
|
|
(15,170
|
)
|
||
Retained earnings
|
|
519,346
|
|
|
595,769
|
|
||
Total Caleres, Inc. shareholders’ equity
|
|
634,053
|
|
|
717,489
|
|
||
Noncontrolling interests
|
|
1,382
|
|
|
1,473
|
|
||
Total equity
|
|
635,435
|
|
|
718,962
|
|
||
Total liabilities and equity
|
|
$
|
1,838,568
|
|
|
$
|
1,489,415
|
|
Consolidated Statements of Earnings (Loss)
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
($ thousands, except per share amounts)
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Net sales
|
|
$
|
2,834,846
|
|
|
$
|
2,785,584
|
|
|
$
|
2,579,388
|
|
Cost of goods sold
|
|
1,678,502
|
|
|
1,616,935
|
|
|
1,517,397
|
|
|||
Gross profit
|
|
1,156,344
|
|
|
1,168,649
|
|
|
1,061,991
|
|
|||
Selling and administrative expenses
|
|
1,041,765
|
|
|
1,036,051
|
|
|
942,595
|
|
|||
Impairment of goodwill and intangible assets
|
|
98,044
|
|
|
—
|
|
|
—
|
|
|||
Restructuring and other special charges, net
|
|
16,134
|
|
|
4,915
|
|
|
23,404
|
|
|||
Operating earnings
|
|
401
|
|
|
127,683
|
|
|
95,992
|
|
|||
Interest expense, net
|
|
(18,277
|
)
|
|
(17,325
|
)
|
|
(13,731
|
)
|
|||
Loss on early extinguishment of debt
|
|
(186
|
)
|
|
—
|
|
|
—
|
|
|||
Other income, net
|
|
12,308
|
|
|
12,348
|
|
|
14,993
|
|
|||
(Loss) earnings before income taxes
|
|
(5,754
|
)
|
|
122,706
|
|
|
97,254
|
|
|||
Income tax benefit (provision)
|
|
273
|
|
|
(35,475
|
)
|
|
(31,168
|
)
|
|||
Net (loss) earnings
|
|
(5,481
|
)
|
|
87,231
|
|
|
66,086
|
|
|||
Net (loss) earnings attributable to noncontrolling interests
|
|
(40
|
)
|
|
31
|
|
|
428
|
|
|||
Net (loss) earnings attributable to Caleres, Inc.
|
|
(5,441
|
)
|
|
87,200
|
|
|
65,658
|
|
|||
|
|
|
|
|
|
|
||||||
Basic (loss) earnings per common share attributable to Caleres, Inc. shareholders
|
|
$
|
(0.13
|
)
|
|
$
|
2.03
|
|
|
$
|
1.52
|
|
|
|
|
|
|
|
|
||||||
Diluted (loss) earnings per common share attributable to Caleres, Inc. shareholders
|
|
$
|
(0.13
|
)
|
|
$
|
2.02
|
|
|
$
|
1.52
|
|
Consolidated Statements of Comprehensive Income (Loss)
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
($ thousands)
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Net (loss) earnings
|
|
$
|
(5,481
|
)
|
|
$
|
87,231
|
|
|
$
|
66,086
|
|
Other comprehensive (loss) income ("OCI"), net of tax:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
|
(1,224
|
)
|
|
1,116
|
|
|
1,045
|
|
|||
Pension and other postretirement benefits adjustments
|
|
(13,883
|
)
|
|
18,794
|
|
|
(24,728
|
)
|
|||
Derivative financial instruments
|
|
(1,375
|
)
|
|
1,101
|
|
|
(934
|
)
|
|||
Other comprehensive (loss) income, net of tax
|
|
(16,482
|
)
|
|
21,011
|
|
|
(24,617
|
)
|
|||
Comprehensive (loss) income
|
|
(21,963
|
)
|
|
108,242
|
|
|
41,469
|
|
|||
Comprehensive (loss) income attributable to noncontrolling interests
|
|
(91
|
)
|
|
104
|
|
|
381
|
|
|||
Comprehensive (loss) income attributable to Caleres, Inc.
|
|
$
|
(21,872
|
)
|
|
$
|
108,138
|
|
|
$
|
41,088
|
|
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
($ thousands)
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Operating Activities
|
|
|
|
|
|
|
||||||
Net (loss) earnings
|
|
$
|
(5,481
|
)
|
|
$
|
87,231
|
|
|
$
|
66,086
|
|
Adjustments to reconcile net (loss) earnings to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation
|
|
45,540
|
|
|
45,799
|
|
|
39,419
|
|
|||
Amortization of capitalized software
|
|
10,136
|
|
|
14,198
|
|
|
13,007
|
|
|||
Amortization of intangibles
|
|
7,021
|
|
|
4,073
|
|
|
3,705
|
|
|||
Amortization of debt issuance costs and debt discount
|
|
2,210
|
|
|
1,761
|
|
|
1,726
|
|
|||
Loss on early extinguishment of debt
|
|
186
|
|
|
—
|
|
|
—
|
|
|||
Share-based compensation expense
|
|
13,805
|
|
|
11,298
|
|
|
7,725
|
|
|||
Excess tax benefit related to share-based plans
|
|
—
|
|
|
—
|
|
|
(2,251
|
)
|
|||
Loss on disposal of property and equipment
|
|
2,396
|
|
|
1,288
|
|
|
1,065
|
|
|||
Impairment charges for property and equipment
|
|
3,665
|
|
|
3,775
|
|
|
1,586
|
|
|||
Impairment of note receivable
|
|
—
|
|
|
—
|
|
|
7,281
|
|
|||
Impairment of investment in nonconsolidated affiliate
|
|
—
|
|
|
—
|
|
|
7,000
|
|
|||
Impairment of intangible assets
|
|
98,044
|
|
|
—
|
|
|
—
|
|
|||
Deferred rent
|
|
1,779
|
|
|
1,947
|
|
|
4,618
|
|
|||
Deferred income taxes
|
|
(6,922
|
)
|
|
(1,424
|
)
|
|
(5,303
|
)
|
|||
Provision for doubtful accounts
|
|
518
|
|
|
1,336
|
|
|
1,384
|
|
|||
Changes in operating assets and liabilities, net of acquired amounts:
|
|
|
|
|
|
|
||||||
Receivables
|
|
(2,635
|
)
|
|
(828
|
)
|
|
5,433
|
|
|||
Inventories
|
|
(51,676
|
)
|
|
18,099
|
|
|
13,835
|
|
|||
Prepaid expenses and other current and noncurrent assets
|
|
(6,064
|
)
|
|
(32,096
|
)
|
|
14,226
|
|
|||
Trade accounts payable
|
|
17,236
|
|
|
6,160
|
|
|
16,074
|
|
|||
Accrued expenses and other liabilities
|
|
19,350
|
|
|
2,247
|
|
|
(15,051
|
)
|
|||
Income taxes, net
|
|
(17,736
|
)
|
|
26,208
|
|
|
1,329
|
|
|||
Other, net
|
|
(1,783
|
)
|
|
303
|
|
|
728
|
|
|||
Net cash provided by operating activities
|
|
129,589
|
|
|
191,375
|
|
|
183,622
|
|
|||
|
|
|
|
|
|
|
||||||
Investing Activities
|
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
|
(62,483
|
)
|
|
(44,720
|
)
|
|
(50,523
|
)
|
|||
Capitalized software
|
|
(4,416
|
)
|
|
(6,458
|
)
|
|
(9,039
|
)
|
|||
Acquisition of Allen Edmonds, net of cash received
|
|
—
|
|
|
—
|
|
|
(259,932
|
)
|
|||
Acquisition of Blowfish Malibu, net of cash received
|
|
(16,792
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisition of Vionic, net of cash received
|
|
(352,666
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used for investing activities
|
|
(436,357
|
)
|
|
(51,178
|
)
|
|
(319,494
|
)
|
|||
|
|
|
|
|
|
|
||||||
Financing Activities
|
|
|
|
|
|
|
||||||
Borrowings under revolving credit agreement
|
|
360,000
|
|
|
454,000
|
|
|
623,000
|
|
|||
Repayments under revolving credit agreement
|
|
(25,000
|
)
|
|
(564,000
|
)
|
|
(513,000
|
)
|
|||
Repayments of capital lease obligations
|
|
(406
|
)
|
|
—
|
|
|
—
|
|
|||
Dividends paid
|
|
(11,983
|
)
|
|
(12,027
|
)
|
|
(12,104
|
)
|
|||
Debt issuance costs
|
|
(1,298
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisition of treasury stock
|
|
(43,771
|
)
|
|
(5,993
|
)
|
|
(23,139
|
)
|
|||
Issuance of common stock under share-based plans, net
|
|
(4,372
|
)
|
|
(3,816
|
)
|
|
(4,188
|
)
|
|||
Excess tax benefit related to share-based plans
|
|
—
|
|
|
—
|
|
|
2,251
|
|
|||
Net cash provided by (used for) financing activities
|
|
273,170
|
|
|
(131,836
|
)
|
|
72,820
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(249
|
)
|
|
354
|
|
|
233
|
|
|||
(Decrease) increase in cash and cash equivalents
|
|
(33,847
|
)
|
|
8,715
|
|
|
(62,819
|
)
|
|||
Cash and cash equivalents at beginning of year
|
|
64,047
|
|
|
55,332
|
|
|
118,151
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
30,200
|
|
|
$
|
64,047
|
|
|
$
|
55,332
|
|
Consolidated Statements of Shareholders’ Equity
|
|
|
|
|
|
|
|
||||||||||||||||
|
Common Stock
|
Additional Paid-In Capital
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
Retained Earnings
|
|
Total Caleres, Inc. Shareholders’ Equity
|
|
Non-controlling Interests
|
|
|
|||||||||||
($ thousands, except number of shares and per share amounts)
|
Shares
|
Dollars
|
Total Equity
|
|
|||||||||||||||||||
BALANCE JANUARY 30, 2016
|
43,660,213
|
|
$
|
437
|
|
$
|
138,881
|
|
$
|
(5,864
|
)
|
$
|
468,030
|
|
$
|
601,484
|
|
$
|
988
|
|
$
|
602,472
|
|
Net earnings
|
|
|
|
|
65,658
|
|
65,658
|
|
428
|
|
66,086
|
|
|||||||||||
Foreign currency translation adjustment
|
|
|
|
1,092
|
|
|
1,092
|
|
(47
|
)
|
1,045
|
|
|||||||||||
Unrealized loss on derivative financial instruments, net of tax of $309
|
|
|
|
(934
|
)
|
|
(934
|
)
|
|
(934
|
)
|
||||||||||||
Pension and other postretirement benefits adjustments, net of tax of $15,766
|
|
|
|
(24,728
|
)
|
|
(24,728
|
)
|
|
(24,728
|
)
|
||||||||||||
Comprehensive income
|
|
|
|
|
|
41,088
|
|
381
|
|
41,469
|
|
||||||||||||
Dividends ($0.28 per share)
|
|
|
|
|
(12,104
|
)
|
(12,104
|
)
|
|
(12,104
|
)
|
||||||||||||
Acquisition of treasury stock
|
(900,000
|
)
|
(9
|
)
|
(23,130
|
)
|
|
|
(23,139
|
)
|
|
(23,139
|
)
|
||||||||||
Issuance of common stock under share-based plans, net
|
203,006
|
|
2
|
|
(4,190
|
)
|
|
|
(4,188
|
)
|
|
(4,188
|
)
|
||||||||||
Excess tax benefit related to share-based plans
|
|
|
2,251
|
|
|
|
2,251
|
|
|
2,251
|
|
||||||||||||
Share-based compensation expense
|
|
|
|
|
7,725
|
|
|
|
|
|
7,725
|
|
|
|
7,725
|
|
|||||||
BALANCE JANUARY 28, 2017
|
42,963,219
|
|
$
|
430
|
|
$
|
121,537
|
|
$
|
(30,434
|
)
|
$
|
521,584
|
|
$
|
613,117
|
|
$
|
1,369
|
|
$
|
614,486
|
|
Net earnings
|
|
|
|
|
|
87,200
|
|
87,200
|
|
31
|
|
87,231
|
|
||||||||||
Foreign currency translation adjustment
|
|
|
|
1,043
|
|
|
1,043
|
|
73
|
|
1,116
|
|
|||||||||||
Unrealized gain on derivative financial instruments, net of tax of $669
|
|
|
|
1,101
|
|
|
1,101
|
|
|
1,101
|
|
||||||||||||
Pension and other postretirement benefits adjustments, net of tax of $12,801
|
|
|
|
18,794
|
|
|
18,794
|
|
|
|
18,794
|
|
|||||||||||
Comprehensive income
|
|
|
|
|
|
|
108,138
|
|
104
|
|
108,242
|
|
|||||||||||
Dividends ($0.28 per share)
|
|
|
|
|
(12,027
|
)
|
(12,027
|
)
|
|
|
(12,027
|
)
|
|||||||||||
Acquisition of treasury stock
|
(225,000
|
)
|
(2
|
)
|
|
|
|
(5,991
|
)
|
(5,993
|
)
|
|
(5,993
|
)
|
|||||||||
Reclassification of stranded tax effects
|
|
|
|
|
(5,674
|
)
|
5,674
|
|
—
|
|
|
—
|
|
||||||||||
Issuance of common stock under share-based plans, net
|
293,470
|
|
2
|
|
(3,818
|
)
|
|
|
(3,816
|
)
|
|
(3,816
|
)
|
||||||||||
Cumulative-effect adjustment from adoption of ASU 2016-09
|
|
|
1,112
|
|
|
(671
|
)
|
441
|
|
|
441
|
|
|||||||||||
Share-based compensation expense
|
|
|
11,298
|
|
|
|
11,298
|
|
|
11,298
|
|
||||||||||||
Conversion of restricted stock units for non-employee directors
|
|
|
|
|
6,331
|
|
|
|
|
|
6,331
|
|
|
|
6,331
|
|
|||||||
BALANCE FEBRUARY 3, 2018
|
43,031,689
|
|
$
|
430
|
|
$
|
136,460
|
|
$
|
(15,170
|
)
|
$
|
595,769
|
|
$
|
717,489
|
|
$
|
1,473
|
|
$
|
718,962
|
|
Net loss
|
|
|
|
|
|
(5,441
|
)
|
(5,441
|
)
|
(40
|
)
|
(5,481
|
)
|
||||||||||
Foreign currency translation adjustment
|
|
|
|
(1,173
|
)
|
|
(1,173
|
)
|
(51
|
)
|
(1,224
|
)
|
|||||||||||
Unrealized loss on derivative financial instruments, net of tax of $350
|
|
|
|
(1,375
|
)
|
|
(1,375
|
)
|
|
(1,375
|
)
|
||||||||||||
Pension and other postretirement benefits adjustments, net of tax of $4,816
|
|
|
|
(13,883
|
)
|
|
(13,883
|
)
|
|
|
(13,883
|
)
|
|||||||||||
Comprehensive loss
|
|
|
|
|
|
|
(21,872
|
)
|
(91
|
)
|
(21,963
|
)
|
|||||||||||
Dividends ($0.28 per share)
|
|
|
|
|
|
|
|
(11,983
|
)
|
(11,983
|
)
|
|
(11,983
|
)
|
|||||||||
Acquisition of treasury stock
|
(1,465,649
|
)
|
(15
|
)
|
|
|
|
(43,756
|
)
|
(43,771
|
)
|
|
(43,771
|
)
|
|||||||||
Issuance of common stock under share-based plans, net
|
320,522
|
|
4
|
|
(4,376
|
)
|
|
|
(4,372
|
)
|
|
(4,372
|
)
|
||||||||||
Cumulative-effect adjustment from adoption of ASU 2016-16
|
|
|
|
|
(10,468
|
)
|
(10,468
|
)
|
|
(10,468
|
)
|
||||||||||||
Cumulative-effect adjustment from adoption of ASU 2014-09 (Topic 606)
|
|
|
|
|
|
|
|
|
(4,775
|
)
|
(4,775
|
)
|
|
|
(4,775
|
)
|
|||||||
Share-based compensation expense
|
|
|
|
|
13,805
|
|
|
|
|
|
13,805
|
|
|
|
13,805
|
|
|||||||
BALANCE FEBRUARY 2, 2019
|
41,886,562
|
|
$
|
419
|
|
$
|
145,889
|
|
$
|
(31,601
|
)
|
$
|
519,346
|
|
$
|
634,053
|
|
$
|
1,382
|
|
$
|
635,435
|
|
|
Notes to Consolidated Financial Statements
|
($ thousands)
|
|
July 6, 2018
|
|
|
ASSETS
|
|
|
||
Current assets:
|
|
|
||
Cash and cash equivalents
|
|
$
|
2,207
|
|
Receivables
|
|
4,612
|
|
|
Inventories
|
|
6,400
|
|
|
Prepaid expense and other current assets
|
|
317
|
|
|
Total current assets
|
|
13,536
|
|
|
Other assets
|
|
520
|
|
|
Goodwill
|
|
4,957
|
|
|
Intangible assets
|
|
17,600
|
|
|
Property and equipment
|
|
112
|
|
|
Total assets
|
|
$
|
36,725
|
|
|
|
|
||
LIABILITIES AND EQUITY
|
|
|
||
Current liabilities:
|
|
|
||
Trade accounts payable
|
|
$
|
2,915
|
|
Other accrued expenses
|
|
5,739
|
|
|
Total current liabilities
|
|
8,654
|
|
|
Other liabilities
|
|
77
|
|
|
Total liabilities
|
|
8,731
|
|
|
Net assets
|
|
$
|
27,994
|
|
($ thousands)
|
|
October 18, 2018
|
|
|
ASSETS
|
|
|
||
Current assets:
|
|
|
||
Cash and cash equivalents
|
|
$
|
8,024
|
|
Receivables
|
|
32,319
|
|
|
Inventories
|
|
59,439
|
|
|
Prepaid expense and other current assets
|
|
3,346
|
|
|
Total current assets
|
|
103,128
|
|
|
Goodwill
|
|
148,537
|
|
|
Intangible assets
|
|
144,700
|
|
|
Property and equipment
|
|
6,864
|
|
|
Total assets
|
|
$
|
403,229
|
|
|
|
|
||
LIABILITIES AND EQUITY
|
|
|
||
Current liabilities:
|
|
|
||
Trade accounts payable
|
|
$
|
22,753
|
|
Other accrued expenses
|
|
16,245
|
|
|
Total current liabilities
|
|
38,998
|
|
|
Other liabilities - capital lease obligation
|
|
3,541
|
|
|
Total liabilities
|
|
42,539
|
|
|
Net assets
|
|
$
|
360,690
|
|
($ thousands, except per share amounts)
|
2018
|
|
2017
|
|
||
Net sales
|
$
|
2,972,990
|
|
$
|
2,941,617
|
|
Net earnings attributable to Caleres, Inc.
|
5,432
|
|
83,800
|
|
||
Basic earnings per common share attributable to Caleres, Inc. shareholders
|
$
|
0.12
|
|
$
|
1.95
|
|
Diluted earnings per common share attributable to Caleres, Inc. shareholders
|
$
|
0.12
|
|
$
|
1.94
|
|
•
|
The elimination of material costs from 2018 that were directly attributable to the acquisition and have no continuing impact on operating results, including:
|
◦
|
the non-cash cost of goods sold impact of
$8.9 million
related to the fair value adjustment to the acquired inventory, and related tax effects; and
|
◦
|
transaction costs of
$4.5 million
, and related tax effects.
|
•
|
Amortization of acquired intangibles of
$7.9 million
and
$8.0 million
for 2018 and 2017, respectively.
|
•
|
Estimated interest expense on additional borrowings under the Company's revolving credit agreement at the Company's current interest rate of
3.75%
through 2017 and a rise in the interest rate to
4.5%
in the third quarter of 2018. Assumes paydown of the revolving credit agreement to
$330.0 million
in the fourth quarter of 2017 and gradual paydown to
$270.0 million
during 2018.
|
•
|
Tax impact of the change in tax status of Vionic and the tax impact of the pro forma adjustments based on the estimated statutory tax rate in effect during the respective periods. The tax effect of the pro forma interest expense adjustments for borrowings under the Company's revolving credit agreement was calculated at
25.74%
for 2018 and at
38.9%
for 2017, reflecting the Company's effective tax rates. The tax effect of the other pro forma adjustments for 2018 and 2017 was calculated utilizing an estimated effective tax rate of
28.0%
and
40.0%
, respectively.
|
|
|
February 2, 2019
|
||||||||||
($ thousands)
|
|
As reported
|
|
Balances without adoption of Topic 606
|
|
Effect of change
Higher/(Lower)
|
||||||
|
|
|
|
|
|
|
||||||
Balance Sheet
|
|
|
|
|
|
|
||||||
Assets
|
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
|
||||||
Receivables, net
|
|
$
|
191,722
|
|
|
$
|
183,107
|
|
|
$
|
8,615
|
|
Inventories, net
|
|
683,171
|
|
|
690,655
|
|
|
(7,484
|
)
|
|||
Prepaid and other current assets
|
|
66,479
|
|
|
59,132
|
|
|
7,347
|
|
|||
|
|
|
|
|
|
|
||||||
Liabilities
|
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
|
||||||
Income taxes
|
|
6,388
|
|
|
8,195
|
|
|
(1,807
|
)
|
|||
Other accrued expenses
|
|
137,057
|
|
|
120,233
|
|
|
16,824
|
|
|||
|
|
|
|
|
|
|
||||||
Equity
|
|
|
|
|
|
|
||||||
Retained earnings
|
|
519,346
|
|
|
524,263
|
|
|
(4,917
|
)
|
|
|
2018
|
||||||||||
($ thousands)
|
|
As reported
|
|
Balances without the adoption of Topic 606
|
|
Effect of change
(Lower)/Higher
|
||||||
|
|
|
|
|
|
|
||||||
Statement of Earnings (Loss)
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
2,834,846
|
|
|
$
|
2,837,738
|
|
|
$
|
(2,892
|
)
|
Cost of goods sold
|
|
1,678,502
|
|
|
1,678,363
|
|
|
139
|
|
|||
Gross profit
|
|
1,156,344
|
|
|
1,159,375
|
|
|
(3,031
|
)
|
|||
Selling and administrative expenses
|
|
1,041,765
|
|
|
1,044,440
|
|
|
(2,675
|
)
|
|||
Impairment of goodwill and intangible assets
|
|
98,044
|
|
|
98,044
|
|
|
—
|
|
|||
Restructuring and other special charges, net
|
|
16,134
|
|
|
16,134
|
|
|
—
|
|
|||
Operating earnings
|
|
$
|
401
|
|
|
$
|
757
|
|
|
$
|
(356
|
)
|
|
|
2018
|
||||||||||
($ thousands)
|
|
Famous Footwear
|
|
Brand Portfolio
|
|
Total
|
||||||
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Retail stores
|
|
$
|
1,469,857
|
|
|
$
|
166,903
|
|
|
$
|
1,636,760
|
|
Landed wholesale
|
|
—
|
|
|
762,994
|
|
|
762,994
|
|
|||
First-cost wholesale
|
|
—
|
|
|
94,734
|
|
|
94,734
|
|
|||
E-commerce
|
|
136,327
|
|
|
186,599
|
|
|
322,926
|
|
|||
Licensing and royalty
|
|
—
|
|
|
16,501
|
|
|
16,501
|
|
|||
Other
(1)
|
|
624
|
|
|
307
|
|
|
931
|
|
|||
Net sales
|
|
$
|
1,606,808
|
|
|
$
|
1,228,038
|
|
|
$
|
2,834,846
|
|
(1)
Includes breakage revenue from unredeemed gift cards.
|
($ thousands)
|
February 2, 2019
|
|
|
February 3, 2018
|
|
||
Customer allowances and discounts
|
$
|
25,090
|
|
|
$
|
20,259
|
|
Rewards program liability
|
14,637
|
|
|
8,130
|
|
||
Returns reserve
|
13,841
|
|
|
8,332
|
|
||
Gift card liability
|
5,426
|
|
|
5,509
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
(in $ thousands, except per share amounts)
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
||||||
NUMERATOR
|
|
|
|
|
|
||||||
Net (loss) earnings
|
$
|
(5,481
|
)
|
|
$
|
87,231
|
|
|
$
|
66,086
|
|
Net loss (earnings) attributable to noncontrolling interests
|
40
|
|
|
(31
|
)
|
|
(428
|
)
|
|||
Net earnings allocated to participating securities
|
—
|
|
|
(2,384
|
)
|
|
(1,750
|
)
|
|||
Net (loss) earnings attributable to Caleres, Inc. after allocation of earnings to participating securities
|
$
|
(5,441
|
)
|
|
$
|
84,816
|
|
|
$
|
63,908
|
|
|
|
|
|
|
|
||||||
DENOMINATOR
|
|
|
|
|
|
||||||
Denominator for basic (loss) earnings per common share attributable to Caleres, Inc. shareholders
|
41,756
|
|
|
41,801
|
|
|
42,026
|
|
|||
Dilutive effect of share-based awards
|
—
|
|
|
179
|
|
|
155
|
|
|||
Denominator for diluted (loss) earnings per common share attributable to Caleres, Inc. shareholders
|
41,756
|
|
|
41,980
|
|
|
42,181
|
|
|||
|
|
|
|
|
|
||||||
Basic (loss) earnings per common share attributable to Caleres, Inc. shareholders
|
$
|
(0.13
|
)
|
|
$
|
2.03
|
|
|
$
|
1.52
|
|
|
|
|
|
|
|
||||||
Diluted (loss) earnings per common share attributable to Caleres, Inc. shareholders
|
$
|
(0.13
|
)
|
|
$
|
2.02
|
|
|
$
|
1.52
|
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||
($ thousands)
|
|
2018
|
|
2017
|
|
|
2018
|
|
2017
|
|
||||
Benefit obligation at beginning of year
|
|
$
|
356,469
|
|
$
|
340,278
|
|
|
$
|
1,594
|
|
$
|
1,666
|
|
Service cost
|
|
8,995
|
|
9,705
|
|
|
—
|
|
—
|
|
||||
Interest cost
|
|
14,236
|
|
14,948
|
|
|
59
|
|
68
|
|
||||
Plan participants’ contribution
|
|
10
|
|
11
|
|
|
6
|
|
7
|
|
||||
Plan amendments
|
|
254
|
|
(2,985
|
)
|
|
—
|
|
—
|
|
||||
Actuarial (gain) loss
|
|
(21,541
|
)
|
18,505
|
|
|
(22
|
)
|
40
|
|
||||
Benefits paid
|
|
(14,352
|
)
|
(13,703
|
)
|
|
(176
|
)
|
(187
|
)
|
||||
Settlement gain
|
|
(3,656
|
)
|
—
|
|
|
—
|
|
—
|
|
||||
Curtailments
|
|
—
|
|
(10,534
|
)
|
|
—
|
|
—
|
|
||||
Foreign exchange rate changes
|
|
(230
|
)
|
244
|
|
|
—
|
|
—
|
|
||||
Acquisitions
|
|
2,007
|
|
—
|
|
|
—
|
|
—
|
|
||||
Benefit obligation at end of year
|
|
$
|
342,192
|
|
$
|
356,469
|
|
|
$
|
1,461
|
|
$
|
1,594
|
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||
Weighted–average assumptions used to determine benefit obligations, end of year
|
|
2018
|
|
2017
|
|
|
2018
|
|
2017
|
|
Discount rate
|
|
4.35
|
%
|
4.00
|
%
|
|
4.35
|
%
|
4.00
|
%
|
Rate of compensation increase
|
|
3.00
|
%
|
3.00
|
%
|
|
N/A
|
|
N/A
|
|
•
|
Cash and cash equivalents include cash collateral and margin as well as money market funds. The fair values are based on unadjusted quoted market prices in active markets with sufficient volume and frequency and therefore are classified within Level 1 of the fair value hierarchy.
|
•
|
Investments in U.S. government securities, mutual funds, real estate investment trusts, exchange-traded funds, corporate stocks - common, preferred securities and S&P 500 Index put and call options (traded on security exchanges) are classified within Level 1 of the fair value hierarchy because the fair values are based on unadjusted quoted market prices in active markets with sufficient volume and frequency. Certain U.S. government securities are not traded on an exchange and are based on observable inputs that can be corroborated. Therefore, these investments are classified within Level 2 of the fair value hierarchy. Certain preferred securities were offered in a private placement. The fair value of these investments is based on unobservable prices and therefore, they are classified within Level 3 of the fair value hierarchy.
|
•
|
The alternative investment fund, with a fair value of
$13.2 million
and
$13.4 million
as of
February 2, 2019
and
February 3, 2018
, respectively, is an investment in a pool of long-duration domestic investment grade assets. This investment is valued at fair value based on vendor-quoted pricing for which inputs are observable and can be corroborated and therefore, are classified within Level 2 of the fair value hierarchy.
|
•
|
The unallocated insurance contract is valued at contract value, which approximates fair value; therefore, this contract is classified within Level 3 of the fair value hierarchy. The unallocated insurance contract fair value was
$0.1 million
as of both
February 2, 2019
and
February 3, 2018
.
|
|
|
|
|
Fair Value Measurements at February 2, 2019
|
||||||||||||
($ thousands)
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
||||
Asset
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
17,312
|
|
|
$
|
17,312
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. government securities
|
|
87,455
|
|
|
14,155
|
|
|
73,300
|
|
|
—
|
|
||||
Mutual fund
|
|
31,966
|
|
|
31,966
|
|
|
—
|
|
|
—
|
|
||||
Real estate investment trusts
|
|
232
|
|
|
232
|
|
|
—
|
|
|
—
|
|
||||
Exchange-traded funds
|
|
65,464
|
|
|
65,464
|
|
|
—
|
|
|
—
|
|
||||
Corporate stocks - common
|
|
169,721
|
|
|
169,721
|
|
|
—
|
|
|
—
|
|
||||
Preferred securities
|
|
639
|
|
|
404
|
|
|
—
|
|
|
235
|
|
||||
S&P 500 Index options
|
|
(4,572
|
)
|
|
(4,572
|
)
|
|
—
|
|
|
—
|
|
||||
Alternative investment fund
|
|
13,160
|
|
|
—
|
|
|
13,160
|
|
|
—
|
|
||||
Unallocated insurance contract
|
|
73
|
|
|
—
|
|
|
—
|
|
|
73
|
|
||||
Total
|
|
$
|
381,450
|
|
|
$
|
294,682
|
|
|
$
|
86,460
|
|
|
$
|
308
|
|
|
|
|
|
Fair Value Measurements at February 3, 2018
|
||||||||||||
($ thousands)
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
||||
Asset
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
8,998
|
|
|
$
|
8,998
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. government securities
|
|
98,027
|
|
|
98,027
|
|
|
—
|
|
|
—
|
|
||||
Mutual fund
|
|
41,344
|
|
|
41,344
|
|
|
—
|
|
|
—
|
|
||||
Real estate investment trusts
|
|
1,412
|
|
|
1,412
|
|
|
—
|
|
|
—
|
|
||||
Exchange-traded funds
|
|
68,362
|
|
|
68,362
|
|
|
—
|
|
|
—
|
|
||||
Corporate stocks - common
|
|
175,928
|
|
|
175,928
|
|
|
—
|
|
|
—
|
|
||||
Preferred securities
|
|
703
|
|
|
703
|
|
|
—
|
|
|
—
|
|
||||
S&P 500 Index options
|
|
(1,186
|
)
|
|
(1,186
|
)
|
|
—
|
|
|
—
|
|
||||
Alternative investment fund
|
|
13,412
|
|
|
—
|
|
|
13,412
|
|
|
—
|
|
||||
Unallocated insurance contract
|
|
81
|
|
|
—
|
|
|
—
|
|
|
81
|
|
||||
Total
|
|
$
|
407,081
|
|
|
$
|
393,588
|
|
|
$
|
13,412
|
|
|
$
|
81
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
($ thousands)
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
407,081
|
|
|
$
|
361,956
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
(13,677
|
)
|
|
58,106
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
3,847
|
|
|
450
|
|
|
170
|
|
|
180
|
|
||||
Plan participants’ contributions
|
10
|
|
|
11
|
|
|
6
|
|
|
7
|
|
||||
Benefits paid
|
(14,352
|
)
|
|
(13,703
|
)
|
|
(176
|
)
|
|
(187
|
)
|
||||
Settlement gain
|
(3,656
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Foreign exchange rate changes
|
(243
|
)
|
|
261
|
|
|
—
|
|
|
—
|
|
||||
Acquisitions
|
2,440
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at end of year
|
$
|
381,450
|
|
|
$
|
407,081
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
($ thousands)
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
||||
Prepaid pension costs (noncurrent assets)
|
$
|
47,826
|
|
|
$
|
62,575
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued benefit liabilities (current liability)
|
(1,663
|
)
|
|
(3,988
|
)
|
|
(242
|
)
|
|
(238
|
)
|
||||
Accrued benefit liabilities (noncurrent liability)
|
(6,905
|
)
|
|
(7,975
|
)
|
|
(1,219
|
)
|
|
(1,356
|
)
|
||||
Net amount recognized at end of year
|
$
|
39,258
|
|
|
$
|
50,612
|
|
|
$
|
(1,461
|
)
|
|
$
|
(1,594
|
)
|
|
Projected Benefit Obligation Exceeds the Fair Value of Plan Assets
|
|
Accumulated Benefit Obligation Exceeds the Fair Value of Plan Assets
|
||||||||||||
|
|
||||||||||||||
|
|
||||||||||||||
($ thousands)
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
||||
End of Year
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation
|
$
|
8,565
|
|
|
$
|
11,959
|
|
|
$
|
8,565
|
|
|
$
|
11,959
|
|
Accumulated benefit obligation
|
7,291
|
|
|
10,956
|
|
|
7,291
|
|
|
10,956
|
|
||||
Fair value of plan assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
($ thousands)
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
||||
Components of accumulated other comprehensive loss, net of tax:
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss (gain)
|
$
|
34,879
|
|
|
$
|
22,424
|
|
|
$
|
(558
|
)
|
|
$
|
(634
|
)
|
Net prior service credit
|
(3,266
|
)
|
|
(4,618
|
)
|
|
—
|
|
|
—
|
|
||||
|
$
|
31,613
|
|
|
$
|
17,806
|
|
|
$
|
(558
|
)
|
|
$
|
(634
|
)
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||
($ thousands)
|
|
|
2019
|
|
|
|
|
2019
|
|
||
Expected amortization, net of tax:
|
|
|
|
|
|
|
|
||||
Amortization of net actuarial loss (gain)
|
|
|
$
|
3,624
|
|
|
|
|
$
|
(116
|
)
|
Amortization of net prior service credit
|
|
|
(1,486
|
)
|
|
|
|
—
|
|
||
|
|
|
$
|
2,138
|
|
|
|
|
$
|
(116
|
)
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||||||
($ thousands)
|
|
2018
|
|
2017
|
|
2016
|
|
|
2018
|
|
2017
|
|
2016
|
|
||||||
Service cost
|
|
$
|
8,995
|
|
$
|
9,705
|
|
$
|
8,288
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Interest cost
|
|
14,236
|
|
14,948
|
|
15,275
|
|
|
59
|
|
68
|
|
76
|
|
||||||
Expected return on assets
|
|
(29,091
|
)
|
(27,589
|
)
|
(28,949
|
)
|
|
—
|
|
—
|
|
—
|
|
||||||
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Actuarial loss (gain)
|
|
4,122
|
|
4,315
|
|
272
|
|
|
(125
|
)
|
(145
|
)
|
(163
|
)
|
||||||
Prior service credit
|
|
(1,567
|
)
|
(1,780
|
)
|
(1,840
|
)
|
|
—
|
|
—
|
|
—
|
|
||||||
Settlement cost
|
|
324
|
|
—
|
|
259
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Cost of contractual termination benefits
|
|
—
|
|
—
|
|
77
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Curtailments
|
|
—
|
|
(2,165
|
)
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Total net periodic benefit income
|
|
$
|
(2,981
|
)
|
$
|
(2,566
|
)
|
$
|
(6,618
|
)
|
|
$
|
(66
|
)
|
$
|
(77
|
)
|
$
|
(87
|
)
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
|
2018
|
|
2017
|
|
2016
|
|
Discount rate
|
|
4.00
|
%
|
4.40
|
%
|
4.70
|
%
|
|
4.00
|
%
|
4.40
|
%
|
4.70
|
%
|
Rate of compensation increase
|
|
3.00
|
%
|
3.00
|
%
|
3.00
|
%
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Expected return on plan assets
|
|
8.00
|
%
|
8.00
|
%
|
8.00
|
%
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
|
Pension Benefits
|
|
|
||||||||||
($ thousands)
|
|
Funded Plan
|
|
SERP
|
|
Total
|
|
|
Other Postretirement Benefits
|
|
||||
Employer Contributions
|
|
|
|
|
|
|
||||||||
2019 expected contributions to plan trusts
|
|
$
|
97
|
|
$
|
—
|
|
$
|
97
|
|
|
$
|
—
|
|
2019 expected contributions to plan participants
|
|
—
|
|
1,699
|
|
1,699
|
|
|
247
|
|
||||
2019 refund of assets (e.g. surplus) to employer
|
|
133
|
|
—
|
|
133
|
|
|
—
|
|
||||
Expected Benefit Payments
|
|
|
|
|
|
|
||||||||
2019
|
|
$
|
13,511
|
|
$
|
1,699
|
|
$
|
15,210
|
|
|
$
|
247
|
|
2020
|
|
14,308
|
|
1,276
|
|
15,584
|
|
|
217
|
|
||||
2021
|
|
15,151
|
|
1,564
|
|
16,715
|
|
|
189
|
|
||||
2022
|
|
15,818
|
|
1,335
|
|
17,153
|
|
|
164
|
|
||||
2023
|
|
16,406
|
|
1,831
|
|
18,237
|
|
|
141
|
|
||||
2024 – 2028
|
|
91,183
|
|
1,704
|
|
92,887
|
|
|
441
|
|
($ thousands)
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Federal
|
|
|
|
|
|
|
||||||
Current
|
|
$
|
1,953
|
|
|
$
|
31,102
|
|
|
$
|
10,577
|
|
Deferred
|
|
4,451
|
|
|
(10,358
|
)
|
|
14,164
|
|
|||
|
|
6,404
|
|
|
20,744
|
|
|
24,741
|
|
|||
State
|
|
|
|
|
|
|
||||||
Current
|
|
(718
|
)
|
|
7,691
|
|
|
3,844
|
|
|||
Deferred
|
|
1,284
|
|
|
913
|
|
|
(1,157
|
)
|
|||
|
|
566
|
|
|
8,604
|
|
|
2,687
|
|
|||
|
|
|
|
|
|
|
||||||
Foreign
|
|
(7,243
|
)
|
|
6,127
|
|
|
3,740
|
|
|||
Total income tax (benefit) provision
|
|
$
|
(273
|
)
|
|
$
|
35,475
|
|
|
$
|
31,168
|
|
($ thousands)
|
|
February 2, 2019
|
|
|
February 3, 2018
|
|
||
Deferred Tax Assets
|
|
|
|
|
||||
Employee benefits, compensation and insurance
|
|
$
|
14,599
|
|
|
$
|
10,011
|
|
Accrued expenses
|
|
14,936
|
|
|
12,122
|
|
||
Postretirement and postemployment benefit plans
|
|
327
|
|
|
401
|
|
||
Deferred rent
|
|
6,524
|
|
|
6,438
|
|
||
Accounts receivable reserves
|
|
7,350
|
|
|
5,105
|
|
||
Net operating loss (“NOL”) carryforward/carryback
|
|
6,714
|
|
|
7,540
|
|
||
Capital loss carryforward
|
|
14
|
|
|
1,450
|
|
||
Inventory capitalization and inventory reserves
|
|
3,339
|
|
|
3,058
|
|
||
Impairment of investment in nonconsolidated affiliate
|
|
1,470
|
|
|
1,470
|
|
||
Other
|
|
1,831
|
|
|
1,234
|
|
||
Total deferred tax assets, before valuation allowance
|
|
57,104
|
|
|
48,829
|
|
||
Valuation allowance
|
|
(4,199
|
)
|
|
(5,763
|
)
|
||
Total deferred tax assets, net of valuation allowance
|
|
$
|
52,905
|
|
|
$
|
43,066
|
|
|
|
|
|
|
||||
Deferred Tax Liabilities
|
|
|
|
|
||||
Retirement plans
|
|
$
|
(10,212
|
)
|
|
$
|
(13,071
|
)
|
LIFO inventory valuation
|
|
(42,427
|
)
|
|
(42,032
|
)
|
||
Capitalized software
|
|
(3,879
|
)
|
|
(4,141
|
)
|
||
Depreciation
|
|
(10,662
|
)
|
|
(1,786
|
)
|
||
Intangible assets
|
|
(24,763
|
)
|
|
(28,831
|
)
|
||
Other
|
|
(1,115
|
)
|
|
(1,567
|
)
|
||
Total deferred tax liabilities
|
|
(93,058
|
)
|
|
(91,428
|
)
|
||
Net deferred tax liability
|
|
$
|
(40,153
|
)
|
|
$
|
(48,362
|
)
|
($ thousands)
|
Famous Footwear
|
|
Brand Portfolio
|
|
Other
|
|
Total
|
|
||||
Fiscal 2018
|
|
|
|
|
||||||||
External sales
|
$
|
1,606,808
|
|
$
|
1,228,038
|
|
$
|
—
|
|
$
|
2,834,846
|
|
Intersegment sales
|
—
|
|
85,513
|
|
—
|
|
85,513
|
|
||||
Depreciation and amortization
|
28,816
|
|
20,768
|
|
13,113
|
|
62,697
|
|
||||
Amortization of debt issuance costs and debt discount
|
—
|
|
—
|
|
2,210
|
|
2,210
|
|
||||
Operating earnings (loss)
|
85,268
|
|
(42,206
|
)
|
(42,661
|
)
|
401
|
|
||||
Segment assets
|
502,507
|
|
1,211,008
|
|
125,053
|
|
1,838,568
|
|
||||
Purchases of property and equipment
|
17,552
|
|
41,993
|
|
2,938
|
|
62,483
|
|
||||
Capitalized software
|
351
|
|
814
|
|
3,251
|
|
4,416
|
|
||||
|
|
|
|
|
||||||||
Fiscal 2017
|
|
|
|
|
||||||||
External sales
|
$
|
1,637,627
|
|
$
|
1,147,957
|
|
$
|
—
|
|
$
|
2,785,584
|
|
Intersegment sales
|
—
|
|
85,124
|
|
—
|
|
85,124
|
|
||||
Depreciation and amortization
|
29,990
|
|
16,873
|
|
17,207
|
|
64,070
|
|
||||
Amortization of debt issuance costs and debt discount
|
—
|
|
—
|
|
1,761
|
|
1,761
|
|
||||
Operating earnings (loss)
|
92,230
|
|
80,212
|
|
(44,759
|
)
|
127,683
|
|
||||
Segment assets
|
500,862
|
|
814,508
|
|
174,045
|
|
1,489,415
|
|
||||
Purchases of property and equipment
|
22,920
|
|
15,865
|
|
5,935
|
|
44,720
|
|
||||
Capitalized software
|
483
|
|
232
|
|
5,743
|
|
6,458
|
|
||||
|
|
|
|
|
||||||||
Fiscal 2016
|
|
|
|
|
||||||||
External sales
|
$
|
1,590,065
|
|
$
|
989,323
|
|
$
|
—
|
|
$
|
2,579,388
|
|
Intersegment sales
|
—
|
|
91,415
|
|
—
|
|
91,415
|
|
||||
Depreciation and amortization
|
27,832
|
|
11,028
|
|
17,271
|
|
56,131
|
|
||||
Amortization of debt issuance costs and debt discount
|
—
|
|
—
|
|
1,726
|
|
1,726
|
|
||||
Operating earnings (loss)
|
83,735
|
|
76,248
|
|
(63,991
|
)
|
95,992
|
|
||||
Segment assets
|
526,555
|
|
838,328
|
|
110,390
|
|
1,475,273
|
|
||||
Purchases of property and equipment
|
37,697
|
|
8,828
|
|
3,998
|
|
50,523
|
|
||||
Capitalized software
|
3,468
|
|
50
|
|
5,521
|
|
9,039
|
|
($ thousands)
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Operating earnings
|
|
$
|
401
|
|
|
$
|
127,683
|
|
|
$
|
95,992
|
|
Interest expense, net
|
|
(18,277
|
)
|
|
(17,325
|
)
|
|
(13,731
|
)
|
|||
Loss on early extinguishment of debt
|
|
(186
|
)
|
|
—
|
|
|
—
|
|
|||
Other income, net
|
|
12,308
|
|
|
12,348
|
|
|
14,993
|
|
|||
(Loss) earnings before income taxes
|
|
$
|
(5,754
|
)
|
|
$
|
122,706
|
|
|
$
|
97,254
|
|
($ thousands)
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Net Sales
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
2,656,928
|
|
|
$
|
2,603,725
|
|
|
$
|
2,385,111
|
|
Far East
|
|
93,883
|
|
|
98,287
|
|
|
134,430
|
|
|||
Canada
|
|
63,354
|
|
|
75,764
|
|
|
59,847
|
|
|||
Latin America and other
|
|
20,681
|
|
|
7,808
|
|
|
—
|
|
|||
Total net sales
|
|
$
|
2,834,846
|
|
|
$
|
2,785,584
|
|
|
$
|
2,579,388
|
|
|
|
|
|
|
|
|
||||||
Long-Lived Assets
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
771,705
|
|
|
$
|
450,323
|
|
|
$
|
617,211
|
|
Europe
|
|
79,320
|
|
|
177,755
|
|
|
286
|
|
|||
Canada
|
|
8,256
|
|
|
10,878
|
|
|
10,141
|
|
|||
Far East
|
|
1,560
|
|
|
1,686
|
|
|
1,814
|
|
|||
Other
|
|
1,280
|
|
|
1,984
|
|
|
2,076
|
|
|||
Total long-lived assets
|
|
$
|
862,121
|
|
|
$
|
642,626
|
|
|
$
|
631,528
|
|
($ thousands)
|
February 2, 2019
|
|
February 3, 2018
|
|
||
Raw materials
|
$
|
19,128
|
|
$
|
17,531
|
|
Work-in-process
|
745
|
|
689
|
|
||
Finished goods
|
663,298
|
|
551,159
|
|
||
Inventories, net
|
$
|
683,171
|
|
$
|
569,379
|
|
($ thousands)
|
|
February 2, 2019
|
|
|
February 3, 2018
|
|
||
Land and buildings
|
|
$
|
58,337
|
|
|
$
|
49,621
|
|
Leasehold improvements
|
|
233,604
|
|
|
233,034
|
|
||
Technology equipment
|
|
49,120
|
|
|
53,070
|
|
||
Machinery and equipment
|
|
69,628
|
|
|
67,778
|
|
||
Furniture and fixtures
|
|
134,259
|
|
|
131,884
|
|
||
Construction in progress
|
|
34,139
|
|
|
7,425
|
|
||
Property and equipment
|
|
579,087
|
|
|
542,812
|
|
||
Allowances for depreciation
|
|
(348,303
|
)
|
|
(330,013
|
)
|
||
Property and equipment, net
|
|
$
|
230,784
|
|
|
$
|
212,799
|
|
($ thousands)
|
February 2, 2019
|
|
|
February 3, 2018
|
|
||
Intangible Assets
|
|
|
|
||||
Famous Footwear
|
$
|
2,800
|
|
|
$
|
2,800
|
|
Brand Portfolio
|
388,288
|
|
|
285,988
|
|
||
Total intangible assets
|
391,088
|
|
|
288,788
|
|
||
Accumulated amortization
|
(83,722
|
)
|
|
(76,701
|
)
|
||
Total intangible assets, net
|
307,366
|
|
|
212,087
|
|
||
Goodwill
|
|
|
|
||||
Brand Portfolio
|
242,531
|
|
|
127,081
|
|
||
Total goodwill
|
242,531
|
|
|
127,081
|
|
||
Goodwill and intangible assets, net
|
$
|
549,897
|
|
|
$
|
339,168
|
|
($ thousands)
|
|
|
|
February 2, 2019
|
||||||||||||||
|
|
Estimated Useful Lives
|
|
Original Cost
|
|
|
Accumulated Amortization
|
|
|
Impairment
|
|
|
Net Carrying Value
|
|
||||
Trademarks
|
|
15-40 years
|
|
$
|
288,788
|
|
|
$
|
81,961
|
|
|
$
|
—
|
|
|
$
|
206,827
|
|
Trademarks
|
|
Indefinite
|
|
118,100
|
|
|
—
|
|
|
60,000
|
|
|
58,100
|
|
||||
Customer relationships
|
|
15-16 years
|
|
44,200
|
|
|
1,761
|
|
|
—
|
|
|
42,439
|
|
||||
|
|
|
|
$
|
451,088
|
|
|
$
|
83,722
|
|
|
$
|
60,000
|
|
|
$
|
307,366
|
|
|
|
|
|
|
February 3, 2018
|
||||||||||
|
|
Estimated Useful Lives
|
|
Original Cost
|
|
|
Accumulated Amortization
|
|
|
Net Carrying Value
|
|
|||
Trademarks
|
|
15-40 years
|
|
$
|
165,288
|
|
|
$
|
76,296
|
|
|
$
|
88,992
|
|
Trademarks
|
|
Indefinite
|
|
118,100
|
|
|
—
|
|
|
118,100
|
|
|||
Customer relationships
|
|
15 years
|
|
5,400
|
|
|
405
|
|
|
4,995
|
|
|||
|
|
|
|
$
|
288,788
|
|
|
$
|
76,701
|
|
|
$
|
212,087
|
|
|
|
|
|
|
|
Year
|
Percentage
|
|
2019
|
103.125
|
%
|
2020
|
101.563
|
%
|
2021 and thereafter
|
100.000
|
%
|
($ thousands)
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Minimum rent
|
|
$
|
171,410
|
|
|
$
|
171,980
|
|
|
$
|
160,806
|
|
Contingent rent
|
|
671
|
|
|
513
|
|
|
470
|
|
|||
Sublease income
|
|
(428
|
)
|
|
(1,705
|
)
|
|
(1,665
|
)
|
|||
Total
|
|
$
|
171,653
|
|
|
$
|
170,788
|
|
|
$
|
159,611
|
|
($ thousands)
|
|
|
|
|
2019
|
|
$
|
173,891
|
|
2020
|
|
151,157
|
|
|
2021
|
|
125,629
|
|
|
2022
|
|
102,488
|
|
|
2023
|
|
84,036
|
|
|
Thereafter
|
|
212,774
|
|
|
Total minimum operating lease payments
(1)
|
|
$
|
849,975
|
|
(U.S. $ equivalent in thousands)
|
|
February 2, 2019
|
|
|
February 3, 2018
|
|
||
Financial Instruments
|
|
|
|
|
||||
Euro
|
|
$
|
13,383
|
|
|
$
|
21,223
|
|
U.S. dollars (purchased by the Company’s Canadian division with Canadian dollars)
|
|
15,196
|
|
|
16,874
|
|
||
Chinese yuan
|
|
4,507
|
|
|
12,058
|
|
||
New Taiwanese dollars
|
|
461
|
|
|
596
|
|
||
Other currencies
|
|
382
|
|
|
415
|
|
||
Total financial instruments
|
|
$
|
33,929
|
|
|
$
|
51,166
|
|
($ in thousands)
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||
|
Balance Sheet Location
|
Fair Value
|
|
|
Balance Sheet Location
|
Fair Value
|
|
||||
Foreign exchange forwards contracts:
|
|
|
|
|
|
|
|||||
February 2, 2019
|
Prepaid expenses and other current assets
|
|
$
|
159
|
|
|
Other accrued expenses
|
|
$
|
745
|
|
February 3, 2018
|
Prepaid expenses and other current assets
|
|
$
|
1,540
|
|
|
Other accrued expenses
|
|
$
|
542
|
|
|
|
2018
|
|
2017
|
||||||||||||
Foreign exchange forward contracts:
Income Statement Classification (Losses) Gains - Realized |
|
Loss
Recognized in OCI on Derivatives |
|
|
Loss Reclassified
from Accumulated OCL into Earnings |
|
|
(Loss) Gain
Recognized in OCI on Derivatives |
|
|
Gain (Loss) Reclassified
from Accumulated OCL into Earnings |
|
||||
Net sales
|
|
$
|
(55
|
)
|
|
$
|
(6
|
)
|
|
$
|
(25
|
)
|
|
$
|
30
|
|
Cost of goods sold
|
|
(1,004
|
)
|
|
(58
|
)
|
|
1,144
|
|
|
171
|
|
||||
Selling and administrative expenses
|
|
(822
|
)
|
|
(90
|
)
|
|
1,011
|
|
|
157
|
|
||||
Interest expense
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
•
|
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 February 2, 2019
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents – money market funds
|
|
$
|
4,582
|
|
|
$
|
4,582
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-qualified deferred compensation plan assets
|
|
7,270
|
|
|
7,270
|
|
|
—
|
|
|
—
|
|
||||
Non-qualified deferred compensation plan liabilities
|
|
(7,270
|
)
|
|
(7,270
|
)
|
|
—
|
|
|
—
|
|
||||
Deferred compensation plan liabilities for non-employee directors
|
|
(2,364
|
)
|
|
(2,364
|
)
|
|
—
|
|
|
—
|
|
||||
Restricted stock units for non-employee directors
|
|
(4,419
|
)
|
|
(4,419
|
)
|
|
—
|
|
|
—
|
|
||||
Derivative financial instruments, net
|
|
(586
|
)
|
|
—
|
|
|
(586
|
)
|
|
—
|
|
||||
Mandatory purchase obligation - Blowfish Malibu
|
|
(9,245
|
)
|
|
—
|
|
|
—
|
|
|
(9,245
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
As of February 3, 2018
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents – money market funds
|
|
$
|
53,106
|
|
|
$
|
53,106
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-qualified deferred compensation plan assets
|
|
6,445
|
|
|
6,445
|
|
|
—
|
|
|
—
|
|
||||
Non-qualified deferred compensation plan liabilities
|
|
(6,445
|
)
|
|
(6,445
|
)
|
|
—
|
|
|
—
|
|
||||
Deferred compensation plan liabilities for non-employee directors
|
|
(2,289
|
)
|
|
(2,289
|
)
|
|
—
|
|
|
—
|
|
||||
Restricted stock units for non-employee directors
|
|
(4,343
|
)
|
|
(4,343
|
)
|
|
—
|
|
|
—
|
|
||||
Derivative financial instruments, net
|
|
998
|
|
|
—
|
|
|
998
|
|
|
—
|
|
($ thousands)
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Long-Lived Asset Impairment Charges
|
|
|
|
|
|
|
||||||
Famous Footwear
|
|
$
|
800
|
|
|
$
|
677
|
|
|
$
|
211
|
|
Brand Portfolio
|
|
2,865
|
|
|
3,098
|
|
|
1,375
|
|
|||
Total long-lived asset impairment charges
|
|
$
|
3,665
|
|
|
$
|
3,775
|
|
|
$
|
1,586
|
|
|
|
February 2, 2019
|
|
February 3, 2018
|
||||||||||||||
|
|
Carrying Value
|
|
|
|
Fair Value
|
|
|
Carrying Value
|
|
|
|
Fair Value
|
|
||||
($ thousands)
|
|
|
||||||||||||||||
Borrowings under revolving credit agreement
|
|
$
|
335,000
|
|
|
|
$
|
335,000
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
Long-term debt
|
|
197,932
|
|
|
|
205,500
|
|
|
197,472
|
|
|
|
210,000
|
|
||||
Total debt
|
|
$
|
532,932
|
|
|
|
$
|
540,500
|
|
|
$
|
197,472
|
|
|
|
$
|
210,000
|
|
($ thousands)
|
Foreign Currency Translation
|
|
|
Pension and Other Postretirement Transactions
(1)
|
|
|
Derivative Transactions
(2)
|
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
||||
Balance January 30, 2016
|
$
|
(900
|
)
|
|
$
|
(5,356
|
)
|
|
$
|
392
|
|
|
$
|
(5,864
|
)
|
Other comprehensive income (loss) before reclassifications
|
1,092
|
|
|
(23,888
|
)
|
|
(1,255
|
)
|
|
(24,051
|
)
|
||||
Reclassifications:
|
|
|
|
|
|
|
|
||||||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
(1,395
|
)
|
|
506
|
|
|
(889
|
)
|
||||
Tax provision (benefit)
|
—
|
|
|
555
|
|
|
(185
|
)
|
|
370
|
|
||||
Net reclassifications
|
—
|
|
|
(840
|
)
|
|
321
|
|
|
(519
|
)
|
||||
Other comprehensive income (loss)
|
1,092
|
|
|
(24,728
|
)
|
|
(934
|
)
|
|
(24,570
|
)
|
||||
Balance January 28, 2017
|
$
|
192
|
|
|
$
|
(30,084
|
)
|
|
$
|
(542
|
)
|
|
$
|
(30,434
|
)
|
Other comprehensive income before reclassifications
|
1,043
|
|
|
18,627
|
|
|
1,337
|
|
|
21,007
|
|
||||
Reclassifications:
|
|
|
|
|
|
|
|
||||||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
225
|
|
|
(357
|
)
|
|
(132
|
)
|
||||
Tax (benefit) provision
|
—
|
|
|
(58
|
)
|
|
121
|
|
|
63
|
|
||||
Net reclassifications
|
—
|
|
|
167
|
|
|
(236
|
)
|
|
(69
|
)
|
||||
Other comprehensive income
|
1,043
|
|
|
18,794
|
|
|
1,101
|
|
|
20,938
|
|
||||
Reclassification of stranded tax effects
|
—
|
|
|
(5,882
|
)
|
|
208
|
|
|
(5,674
|
)
|
||||
Balance February 3, 2018
|
$
|
1,235
|
|
|
$
|
(17,172
|
)
|
|
$
|
767
|
|
|
$
|
(15,170
|
)
|
Other comprehensive loss before reclassifications
|
(1,173
|
)
|
|
(15,927
|
)
|
|
(1,497
|
)
|
|
(18,597
|
)
|
||||
Reclassifications:
|
|
|
|
|
|
|
|
||||||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
2,754
|
|
|
154
|
|
|
2,908
|
|
||||
Tax provision (benefit)
|
—
|
|
|
(710
|
)
|
|
(32
|
)
|
|
(742
|
)
|
||||
Net reclassifications
|
—
|
|
|
2,044
|
|
|
122
|
|
|
2,166
|
|
||||
Other comprehensive loss
|
(1,173
|
)
|
|
(13,883
|
)
|
|
(1,375
|
)
|
|
(16,431
|
)
|
||||
Balance February 2, 2019
|
$
|
62
|
|
|
$
|
(31,055
|
)
|
|
$
|
(608
|
)
|
|
$
|
(31,601
|
)
|
(1) Amounts reclassified are included in other income, net. Refer to Note 6 to the 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, selling and administrative expenses and interest expense. Refer to Note 14 and Note 15 to the consolidated financial statements for additional information related to derivative financial instruments.
|
($ thousands)
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Expense for share-based compensation plans, net of forfeitures:
|
|
|
|
|
|
|
||||||
Restricted stock
|
|
$
|
10,925
|
|
|
$
|
7,657
|
|
|
$
|
5,858
|
|
Stock performance awards
|
|
1,741
|
|
|
3,508
|
|
|
1,829
|
|
|||
Restricted stock units
|
|
1,091
|
|
|
66
|
|
|
—
|
|
|||
Stock options
|
|
48
|
|
|
67
|
|
|
38
|
|
|||
Total share-based compensation expense
|
|
$
|
13,805
|
|
|
$
|
11,298
|
|
|
$
|
7,725
|
|
|
|
Number of Nonvested
Restricted Shares |
|
|
Weighted-Average
Grant Date Fair Value |
|
Nonvested at January 30, 2016
|
|
1,262,449
|
|
|
$19.55
|
|
Granted
|
|
402,100
|
|
|
27.55
|
|
Vested
|
|
(428,750
|
)
|
|
9.29
|
|
Forfeited
|
|
(107,750
|
)
|
|
24.24
|
|
Nonvested at January 28, 2017
|
|
1,128,049
|
|
|
25.85
|
|
Granted
|
|
392,812
|
|
|
27.07
|
|
Vested
|
|
(267,585
|
)
|
|
17.55
|
|
Forfeited
|
|
(78,475
|
)
|
|
29.26
|
|
Nonvested at February 3, 2018
|
|
1,174,801
|
|
|
27.92
|
|
Granted
|
|
427,083
|
|
|
31.88
|
|
Vested
|
|
(291,061
|
)
|
|
28.18
|
|
Forfeited
|
|
(61,600
|
)
|
|
28.77
|
|
Nonvested at February 2, 2019
|
|
1,249,223
|
|
|
$29.17
|
|
|
Number of
Nonvested Performance Share Awards at Target Level |
|
|
Number of
Nonvested Performance Share Awards at Maximum Level |
|
|
Weighted-Average
Grant Date Fair Value |
|
Nonvested at January 30, 2016
|
|
307,524
|
|
|
615,048
|
|
|
$27.14
|
|
Granted
|
|
159,000
|
|
|
318,000
|
|
|
26.64
|
|
Vested
|
|
(56,175
|
)
|
|
(112,350
|
)
|
|
17.00
|
|
Expired
|
|
—
|
|
|
—
|
|
|
—
|
|
Forfeited
|
|
(7,850
|
)
|
|
(15,700
|
)
|
|
27.14
|
|
Nonvested at January 28, 2017
|
|
402,499
|
|
|
804,998
|
|
|
28.36
|
|
Granted
|
|
169,500
|
|
|
339,000
|
|
|
26.90
|
|
Vested
|
|
(160,372
|
)
|
|
(320,744
|
)
|
|
29.16
|
|
Expired
|
|
—
|
|
|
—
|
|
|
—
|
|
Forfeited
|
|
(12,000
|
)
|
|
(24,000
|
)
|
|
27.46
|
|
Nonvested at February 3, 2018
|
|
399,627
|
|
|
799,254
|
|
|
27.45
|
|
Granted
|
|
155,000
|
|
|
310,000
|
|
|
31.84
|
|
Vested
|
|
(80,627
|
)
|
|
(161,254
|
)
|
|
30.12
|
|
Expired
|
|
—
|
|
|
—
|
|
|
—
|
|
Forfeited
|
|
(16,167
|
)
|
|
(32,334
|
)
|
|
26.83
|
|
Nonvested at February 2, 2019
|
|
457,833
|
|
|
915,666
|
|
|
$28.49
|
|
|
Number of
Options |
|
|
Weighted-Average
Exercise Price |
|
Outstanding at February 3, 2018
|
|
81,042
|
|
|
$13.53
|
|
Exercised
|
|
(32,375
|
)
|
|
7.94
|
|
Forfeited
|
|
—
|
|
|
—
|
|
Canceled or expired
|
|
(6,000
|
)
|
|
11.77
|
|
Outstanding at February 2, 2019
|
|
42,667
|
|
|
$18.01
|
|
Exercisable at February 2, 2019
|
|
26,000
|
|
|
$10.85
|
($ thousands, except per unit amounts)
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
||||
Weighted-average grant date fair value of RSUs granted
(1)
|
|
$
|
34.23
|
|
|
$
|
27.93
|
|
|
$
|
21.95
|
|
|
Fair value of RSUs vested
|
|
$
|
1,340
|
|
|
$
|
1,349
|
|
|
$
|
1,086
|
|
|
RSUs settled
|
|
5,914
|
|
|
10,356
|
|
|
52,524
|
|
||||
(1)
|
Includes dividend equivalents granted on outstanding RSUs, which vest immediately.
|
($ thousands)
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Compensation expense
|
|
$
|
287
|
|
|
$
|
1,645
|
|
|
$
|
2,459
|
|
Income tax benefit
|
|
(74
|
)
|
|
(620
|
)
|
|
(956
|
)
|
|||
Compensation expense, net of income tax benefit
|
|
$
|
213
|
|
|
$
|
1,025
|
|
|
$
|
1,503
|
|
CONDENSED CONSOLIDATING BALANCE SHEET
|
|||||||||||||||||||
AS OF FEBRUARY 2, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
Non-Guarantors
|
|
|
|
|
|
|
|
|||||
($ thousands)
|
Parent
|
|
|
Guarantors
|
|
|
|
Eliminations
|
|
|
Total
|
|
|||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
2
|
|
|
$
|
9,148
|
|
|
$
|
21,050
|
|
|
$
|
—
|
|
|
$
|
30,200
|
|
Receivables, net
|
130,684
|
|
|
32,319
|
|
|
28,719
|
|
|
—
|
|
|
191,722
|
|
|||||
Inventories, net
|
175,697
|
|
|
470,610
|
|
|
36,864
|
|
|
—
|
|
|
683,171
|
|
|||||
Prepaid expenses and other current assets
|
31,195
|
|
|
32,556
|
|
|
7,603
|
|
|
—
|
|
|
71,354
|
|
|||||
Intercompany receivable - current
|
190
|
|
|
42
|
|
|
15,279
|
|
|
(15,511
|
)
|
|
—
|
|
|||||
Total current assets
|
337,768
|
|
|
544,675
|
|
|
109,515
|
|
|
(15,511
|
)
|
|
976,447
|
|
|||||
Property and equipment, net
|
62,608
|
|
|
157,270
|
|
|
10,906
|
|
|
—
|
|
|
230,784
|
|
|||||
Goodwill and intangible assets, net
|
108,884
|
|
|
331,810
|
|
|
109,203
|
|
|
—
|
|
|
549,897
|
|
|||||
Other assets
|
68,707
|
|
|
11,824
|
|
|
909
|
|
|
—
|
|
|
81,440
|
|
|||||
Investment in subsidiaries
|
1,499,209
|
|
|
—
|
|
|
(24,838
|
)
|
|
(1,474,371
|
)
|
|
—
|
|
|||||
Intercompany receivable - noncurrent
|
597,515
|
|
|
578,821
|
|
|
762,281
|
|
|
(1,938,617
|
)
|
|
—
|
|
|||||
Total assets
|
$
|
2,674,691
|
|
|
$
|
1,624,400
|
|
|
$
|
967,976
|
|
|
$
|
(3,428,499
|
)
|
|
$
|
1,838,568
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings under revolving credit agreement
|
$
|
335,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
335,000
|
|
Trade accounts payable
|
146,400
|
|
|
130,670
|
|
|
39,228
|
|
|
—
|
|
|
316,298
|
|
|||||
Other accrued expenses
|
95,498
|
|
|
86,015
|
|
|
20,525
|
|
|
—
|
|
|
202,038
|
|
|||||
Intercompany payable - current
|
10,781
|
|
|
—
|
|
|
4,730
|
|
|
(15,511
|
)
|
|
—
|
|
|||||
Total current liabilities
|
587,679
|
|
|
216,685
|
|
|
64,483
|
|
|
(15,511
|
)
|
|
853,336
|
|
|||||
Other liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
197,932
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
197,932
|
|
|||||
Other liabilities
|
105,689
|
|
|
41,149
|
|
|
5,027
|
|
|
—
|
|
|
151,865
|
|
|||||
Intercompany payable - noncurrent
|
1,149,338
|
|
|
115,114
|
|
|
674,165
|
|
|
(1,938,617
|
)
|
|
—
|
|
|||||
Total other liabilities
|
1,452,959
|
|
|
156,263
|
|
|
679,192
|
|
|
(1,938,617
|
)
|
|
349,797
|
|
|||||
Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Caleres, Inc. shareholders’ equity
|
634,053
|
|
|
1,251,452
|
|
|
222,919
|
|
|
(1,474,371
|
)
|
|
634,053
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
1,382
|
|
|
—
|
|
|
1,382
|
|
|||||
Total equity
|
634,053
|
|
|
1,251,452
|
|
|
224,301
|
|
|
(1,474,371
|
)
|
|
635,435
|
|
|||||
Total liabilities and equity
|
$
|
2,674,691
|
|
|
$
|
1,624,400
|
|
|
$
|
967,976
|
|
|
$
|
(3,428,499
|
)
|
|
$
|
1,838,568
|
|
CONDENSED CONSOLIDATING STATEMENT OF EARNINGS (LOSS)
|
|||||||||||||||||||
FOR THE FISCAL YEAR ENDED FEBRUARY 2, 2019
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
($ thousands)
|
Parent
|
|
|
Guarantors
|
|
|
Non-Guarantors
|
|
|
Eliminations
|
|
|
Total
|
|
|||||
Net sales
|
$
|
888,234
|
|
|
$
|
1,975,219
|
|
|
$
|
237,607
|
|
|
$
|
(266,214
|
)
|
|
$
|
2,834,846
|
|
Cost of goods sold
|
619,120
|
|
|
1,157,558
|
|
|
124,037
|
|
|
(222,213
|
)
|
|
1,678,502
|
|
|||||
Gross profit
|
269,114
|
|
|
817,661
|
|
|
113,570
|
|
|
(44,001
|
)
|
|
1,156,344
|
|
|||||
Selling and administrative expenses
|
267,584
|
|
|
760,754
|
|
|
57,428
|
|
|
(44,001
|
)
|
|
1,041,765
|
|
|||||
Impairment of goodwill and intangible assets
|
—
|
|
|
—
|
|
|
98,044
|
|
|
—
|
|
|
98,044
|
|
|||||
Restructuring and other special charges, net
|
9,734
|
|
|
6,400
|
|
|
—
|
|
|
—
|
|
|
16,134
|
|
|||||
Operating (loss) earnings
|
(8,204
|
)
|
|
50,507
|
|
|
(41,902
|
)
|
|
—
|
|
|
401
|
|
|||||
Interest (expense) income
|
(19,048
|
)
|
|
(25
|
)
|
|
796
|
|
|
—
|
|
|
(18,277
|
)
|
|||||
Loss on early extinguishment of debt
|
(186
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(186
|
)
|
|||||
Other income (expense)
|
12,408
|
|
|
—
|
|
|
(100
|
)
|
|
—
|
|
|
12,308
|
|
|||||
Intercompany interest income (expense)
|
11,436
|
|
|
(11,494
|
)
|
|
58
|
|
|
—
|
|
|
—
|
|
|||||
(Loss) earnings before income taxes
|
(3,594
|
)
|
|
38,988
|
|
|
(41,148
|
)
|
|
—
|
|
|
(5,754
|
)
|
|||||
Income tax benefit (provision)
|
1,687
|
|
|
(7,719
|
)
|
|
6,305
|
|
|
—
|
|
|
273
|
|
|||||
Equity in loss of subsidiaries, net of tax
|
(3,534
|
)
|
|
—
|
|
|
(1,275
|
)
|
|
4,809
|
|
|
—
|
|
|||||
Net (loss) earnings
|
(5,441
|
)
|
|
31,269
|
|
|
(36,118
|
)
|
|
4,809
|
|
|
(5,481
|
)
|
|||||
Less: Net loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
—
|
|
|
(40
|
)
|
|||||
Net (loss) earnings attributable to Caleres, Inc.
|
$
|
(5,441
|
)
|
|
$
|
31,269
|
|
|
$
|
(36,078
|
)
|
|
$
|
4,809
|
|
|
$
|
(5,441
|
)
|
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)
|
|||||||||||||||||||
FOR THE FISCAL YEAR ENDED FEBRUARY 2, 2019
|
|||||||||||||||||||
|
|
|
|
|
Non-Guarantors
|
|
|
|
|
||||||||||
($ thousands)
|
Parent
|
|
Guarantors
|
|
|
Eliminations
|
|
Total
|
|||||||||||
Net (loss) earnings
|
$
|
(5,441
|
)
|
|
$
|
31,269
|
|
|
$
|
(36,118
|
)
|
|
$
|
4,809
|
|
|
$
|
(5,481
|
)
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
(1,224
|
)
|
|
—
|
|
|
(1,224
|
)
|
|||||
Pension and other postretirement benefits adjustments
|
(13,663
|
)
|
|
—
|
|
|
(220
|
)
|
|
—
|
|
|
(13,883
|
)
|
|||||
Derivative financial instruments
|
(1,967
|
)
|
|
(38
|
)
|
|
630
|
|
|
—
|
|
|
(1,375
|
)
|
|||||
Other comprehensive loss from investment in subsidiaries
|
(801
|
)
|
|
—
|
|
|
—
|
|
|
801
|
|
|
—
|
|
|||||
Other comprehensive loss, net of tax
|
(16,431
|
)
|
|
(38
|
)
|
|
(814
|
)
|
|
801
|
|
|
(16,482
|
)
|
|||||
Comprehensive (loss) income
|
(21,872
|
)
|
|
31,231
|
|
|
(36,932
|
)
|
|
5,610
|
|
|
(21,963
|
)
|
|||||
Comprehensive loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(91
|
)
|
|
—
|
|
|
(91
|
)
|
|||||
Comprehensive (loss) income attributable to Caleres, Inc.
|
$
|
(21,872
|
)
|
|
$
|
31,231
|
|
|
$
|
(36,841
|
)
|
|
$
|
5,610
|
|
|
$
|
(21,872
|
)
|
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
|
|||||||||||||||||||
FOR THE FISCAL YEAR ENDED FEBRUARY 2, 2019
|
|||||||||||||||||||
|
|
|
|
|
Non-Guarantors
|
|
|
|
|
||||||||||
($ thousands)
|
Parent
|
|
Guarantors
|
|
|
Eliminations
|
|
Total
|
|||||||||||
Net cash provided by operating activities
|
$
|
21,220
|
|
|
$
|
84,546
|
|
|
$
|
23,823
|
|
|
$
|
—
|
|
|
$
|
129,589
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property and equipment
|
(34,583
|
)
|
|
(25,871
|
)
|
|
(2,029
|
)
|
|
—
|
|
|
(62,483
|
)
|
|||||
Capitalized software
|
(3,962
|
)
|
|
(454
|
)
|
|
—
|
|
|
—
|
|
|
(4,416
|
)
|
|||||
Acquisition of Blowfish Malibu, net of cash received
|
(16,792
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,792
|
)
|
|||||
Acquisition of Vionic, net of cash received
|
(352,666
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(352,666
|
)
|
|||||
Intercompany investing
|
(137
|
)
|
|
137
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash (used for) provided by investing activities
|
(408,140
|
)
|
|
(26,188
|
)
|
|
(2,029
|
)
|
|
—
|
|
|
(436,357
|
)
|
|||||
Financing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings under revolving credit agreement
|
360,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
360,000
|
|
|||||
Repayments under revolving credit agreement
|
(25,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,000
|
)
|
|||||
Repayments of capital lease obligation
|
—
|
|
|
(406
|
)
|
|
—
|
|
|
—
|
|
|
(406
|
)
|
|||||
Dividends paid
|
(11,983
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,983
|
)
|
|||||
Debt issuance costs
|
(1,298
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,298
|
)
|
|||||
Acquisition of treasury stock
|
(43,771
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43,771
|
)
|
|||||
Issuance of common stock under share-based plans, net
|
(4,372
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,372
|
)
|
|||||
Intercompany financing
|
87,257
|
|
|
(48,804
|
)
|
|
(38,453
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash (used for) provided by financing activities
|
360,833
|
|
|
(49,210
|
)
|
|
(38,453
|
)
|
|
—
|
|
|
273,170
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(249
|
)
|
|
—
|
|
|
(249
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
(26,087
|
)
|
|
9,148
|
|
|
(16,908
|
)
|
|
—
|
|
|
(33,847
|
)
|
|||||
Cash and cash equivalents at beginning of year
|
26,089
|
|
|
—
|
|
|
37,958
|
|
|
—
|
|
|
64,047
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
2
|
|
|
$
|
9,148
|
|
|
$
|
21,050
|
|
|
$
|
—
|
|
|
$
|
30,200
|
|
CONDENSED CONSOLIDATING BALANCE SHEET
|
|||||||||||||||||||
AS OF FEBRUARY 3, 2018
|
|||||||||||||||||||
|
|
|
|
|
Non- Guarantors
|
|
|
|
|
||||||||||
($ thousands)
|
Parent
|
|
Guarantors
|
|
|
Eliminations
|
|
Total
|
|||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
26,089
|
|
|
$
|
—
|
|
|
$
|
37,958
|
|
|
$
|
—
|
|
|
$
|
64,047
|
|
Receivables, net
|
124,957
|
|
|
3,663
|
|
|
23,993
|
|
|
—
|
|
|
152,613
|
|
|||||
Inventories, net
|
146,068
|
|
|
394,438
|
|
|
28,873
|
|
|
—
|
|
|
569,379
|
|
|||||
Prepaid expenses and other current assets
|
26,284
|
|
|
30,456
|
|
|
8,394
|
|
|
(4,384
|
)
|
|
60,750
|
|
|||||
Intercompany receivable - current
|
521
|
|
|
74
|
|
|
9,250
|
|
|
(9,845
|
)
|
|
—
|
|
|||||
Total current assets
|
323,919
|
|
|
428,631
|
|
|
108,468
|
|
|
(14,229
|
)
|
|
846,789
|
|
|||||
Property and equipment, net
|
35,474
|
|
|
165,227
|
|
|
12,098
|
|
|
—
|
|
|
212,799
|
|
|||||
Goodwill and intangible assets, net
|
111,108
|
|
|
40,937
|
|
|
187,123
|
|
|
—
|
|
|
339,168
|
|
|||||
Other assets
|
76,317
|
|
|
13,610
|
|
|
732
|
|
|
—
|
|
|
90,659
|
|
|||||
Investment in subsidiaries
|
1,329,428
|
|
|
—
|
|
|
(23,565
|
)
|
|
(1,305,863
|
)
|
|
—
|
|
|||||
Intercompany receivable - noncurrent
|
774,588
|
|
|
520,362
|
|
|
704,810
|
|
|
(1,999,760
|
)
|
|
—
|
|
|||||
Total assets
|
$
|
2,650,834
|
|
|
$
|
1,168,767
|
|
|
$
|
989,666
|
|
|
$
|
(3,319,852
|
)
|
|
$
|
1,489,415
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Trade accounts payable
|
136,797
|
|
|
102,420
|
|
|
33,745
|
|
|
—
|
|
|
272,962
|
|
|||||
Other accrued expenses
|
65,817
|
|
|
74,006
|
|
|
21,758
|
|
|
(4,384
|
)
|
|
157,197
|
|
|||||
Intercompany payable - current
|
5,524
|
|
|
—
|
|
|
4,321
|
|
|
(9,845
|
)
|
|
—
|
|
|||||
Total current liabilities
|
208,138
|
|
|
176,426
|
|
|
59,824
|
|
|
(14,229
|
)
|
|
430,159
|
|
|||||
Other liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
197,472
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
197,472
|
|
|||||
Other liabilities
|
101,784
|
|
|
35,574
|
|
|
5,464
|
|
|
—
|
|
|
142,822
|
|
|||||
Intercompany payable - noncurrent
|
1,425,951
|
|
|
98,610
|
|
|
475,199
|
|
|
(1,999,760
|
)
|
|
—
|
|
|||||
Total other liabilities
|
1,725,207
|
|
|
134,184
|
|
|
480,663
|
|
|
(1,999,760
|
)
|
|
340,294
|
|
|||||
Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Caleres, Inc. shareholders’ equity
|
717,489
|
|
|
858,157
|
|
|
447,706
|
|
|
(1,305,863
|
)
|
|
717,489
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
1,473
|
|
|
—
|
|
|
1,473
|
|
|||||
Total equity
|
717,489
|
|
|
858,157
|
|
|
449,179
|
|
|
(1,305,863
|
)
|
|
718,962
|
|
|||||
Total liabilities and equity
|
$
|
2,650,834
|
|
|
$
|
1,168,767
|
|
|
$
|
989,666
|
|
|
$
|
(3,319,852
|
)
|
|
$
|
1,489,415
|
|
CONDENSED CONSOLIDATING STATEMENT OF EARNINGS
|
|||||||||||||||||||
FOR THE FISCAL YEAR ENDED FEBRUARY 3, 2018
|
|||||||||||||||||||
|
|
|
|
|
Non-Guarantors
|
|
|
|
|
||||||||||
($ thousands)
|
Parent
|
|
Guarantors
|
|
|
Eliminations
|
|
Total
|
|||||||||||
Net sales
|
$
|
837,849
|
|
|
$
|
1,935,265
|
|
|
$
|
211,815
|
|
|
$
|
(199,345
|
)
|
|
$
|
2,785,584
|
|
Cost of goods sold
|
580,038
|
|
|
1,090,354
|
|
|
109,104
|
|
|
(162,561
|
)
|
|
1,616,935
|
|
|||||
Gross profit
|
257,811
|
|
|
844,911
|
|
|
102,711
|
|
|
(36,784
|
)
|
|
1,168,649
|
|
|||||
Selling and administrative expenses
|
246,208
|
|
|
771,027
|
|
|
55,600
|
|
|
(36,784
|
)
|
|
1,036,051
|
|
|||||
Restructuring and other special charges, net
|
3,942
|
|
|
756
|
|
|
217
|
|
|
—
|
|
|
4,915
|
|
|||||
Operating earnings
|
7,661
|
|
|
73,128
|
|
|
46,894
|
|
|
—
|
|
|
127,683
|
|
|||||
Interest (expense) income
|
(17,743
|
)
|
|
(14
|
)
|
|
432
|
|
|
—
|
|
|
(17,325
|
)
|
|||||
Other income
|
12,348
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,348
|
|
|||||
Intercompany interest income (expense)
|
8,354
|
|
|
(8,813
|
)
|
|
459
|
|
|
—
|
|
|
—
|
|
|||||
Earnings before income taxes
|
10,620
|
|
|
64,301
|
|
|
47,785
|
|
|
—
|
|
|
122,706
|
|
|||||
Income tax provision
|
(24,963
|
)
|
|
(175
|
)
|
|
(10,337
|
)
|
|
—
|
|
|
(35,475
|
)
|
|||||
Equity in earnings (loss) of subsidiaries, net of tax
|
101,543
|
|
|
—
|
|
|
(1,619
|
)
|
|
(99,924
|
)
|
|
—
|
|
|||||
Net earnings
|
87,200
|
|
|
64,126
|
|
|
35,829
|
|
|
(99,924
|
)
|
|
87,231
|
|
|||||
Less: Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
31
|
|
|||||
Net earnings attributable to Caleres, Inc.
|
$
|
87,200
|
|
|
$
|
64,126
|
|
|
$
|
35,798
|
|
|
$
|
(99,924
|
)
|
|
$
|
87,200
|
|
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
|
|||||||||||||||||||
FOR THE FISCAL YEAR ENDED FEBRUARY 3, 2018
|
|||||||||||||||||||
|
|
|
|
|
Non-Guarantors
|
|
|
|
|
||||||||||
($ thousands)
|
Parent
|
|
Guarantors
|
|
|
Eliminations
|
|
Total
|
|||||||||||
Net earnings
|
$
|
87,200
|
|
|
$
|
64,126
|
|
|
$
|
35,829
|
|
|
$
|
(99,924
|
)
|
|
$
|
87,231
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
1,116
|
|
|
—
|
|
|
1,116
|
|
|||||
Pension and other postretirement benefits adjustments
|
18,855
|
|
|
—
|
|
|
(61
|
)
|
|
—
|
|
|
18,794
|
|
|||||
Derivative financial instruments
|
1,539
|
|
|
14
|
|
|
(452
|
)
|
|
—
|
|
|
1,101
|
|
|||||
Other comprehensive income from investment in subsidiaries
|
544
|
|
|
—
|
|
|
—
|
|
|
(544
|
)
|
|
—
|
|
|||||
Other comprehensive income, net of tax
|
20,938
|
|
|
14
|
|
|
603
|
|
|
(544
|
)
|
|
21,011
|
|
|||||
Comprehensive income
|
108,138
|
|
|
64,140
|
|
|
36,432
|
|
|
(100,468
|
)
|
|
108,242
|
|
|||||
Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
104
|
|
|
—
|
|
|
104
|
|
|||||
Comprehensive income attributable to Caleres, Inc.
|
$
|
108,138
|
|
|
$
|
64,140
|
|
|
$
|
36,328
|
|
|
$
|
(100,468
|
)
|
|
$
|
108,138
|
|
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
|
|||||||||||||||||||
FOR THE FISCAL YEAR ENDED FEBRUARY 3, 2018
|
|||||||||||||||||||
|
|
|
|
|
Non-Guarantors
|
|
|
|
|
||||||||||
($ thousands)
|
Parent
|
|
Guarantors
|
|
|
Eliminations
|
|
Total
|
|||||||||||
Net cash provided by operating activities
|
$
|
40,601
|
|
|
$
|
90,745
|
|
|
$
|
60,029
|
|
|
$
|
—
|
|
|
$
|
191,375
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property and equipment
|
(9,522
|
)
|
|
(31,159
|
)
|
|
(4,039
|
)
|
|
—
|
|
|
(44,720
|
)
|
|||||
Capitalized software
|
(5,950
|
)
|
|
(483
|
)
|
|
(25
|
)
|
|
—
|
|
|
(6,458
|
)
|
|||||
Intercompany investing
|
(20,224
|
)
|
|
197,929
|
|
|
(177,705
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash (used for) provided by investing activities
|
(35,696
|
)
|
|
166,287
|
|
|
(181,769
|
)
|
|
—
|
|
|
(51,178
|
)
|
|||||
Financing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings under revolving credit agreement
|
454,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
454,000
|
|
|||||
Repayments under revolving credit agreement
|
(564,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(564,000
|
)
|
|||||
Dividends paid
|
(12,027
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,027
|
)
|
|||||
Acquisition of treasury stock
|
(5,993
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,993
|
)
|
|||||
Issuance of common stock under share-based plans, net
|
(3,816
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,816
|
)
|
|||||
Intercompany financing
|
129,021
|
|
|
(266,061
|
)
|
|
137,040
|
|
|
—
|
|
|
—
|
|
|||||
Net cash (used for) provided by financing activities
|
(2,815
|
)
|
|
(266,061
|
)
|
|
137,040
|
|
|
—
|
|
|
(131,836
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
354
|
|
|
—
|
|
|
354
|
|
|||||
Increase (decrease) in cash and cash equivalents
|
2,090
|
|
|
(9,029
|
)
|
|
15,654
|
|
|
—
|
|
|
8,715
|
|
|||||
Cash and cash equivalents at beginning of year
|
23,999
|
|
|
9,029
|
|
|
22,304
|
|
|
—
|
|
|
55,332
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
26,089
|
|
|
$
|
—
|
|
|
$
|
37,958
|
|
|
$
|
—
|
|
|
$
|
64,047
|
|
CONDENSED CONSOLIDATING STATEMENT OF EARNINGS
|
|||||||||||||||||||
FOR THE FISCAL YEAR ENDED JANUARY 28, 2017
|
|||||||||||||||||||
|
|
|
|
|
Non-Guarantors
|
|
|
|
|
||||||||||
($ thousands)
|
Parent
|
|
Guarantors
|
|
|
Eliminations
|
|
Total
|
|||||||||||
Net sales
|
$
|
825,654
|
|
|
$
|
1,692,093
|
|
|
$
|
227,557
|
|
|
$
|
(165,916
|
)
|
|
$
|
2,579,388
|
|
Cost of goods sold
|
583,131
|
|
|
938,169
|
|
|
129,410
|
|
|
(133,313
|
)
|
|
1,517,397
|
|
|||||
Gross profit
|
242,523
|
|
|
753,924
|
|
|
98,147
|
|
|
(32,603
|
)
|
|
1,061,991
|
|
|||||
Selling and administrative expenses
|
227,149
|
|
|
690,292
|
|
|
57,757
|
|
|
(32,603
|
)
|
|
942,595
|
|
|||||
Restructuring and other special charges, net
|
15,333
|
|
|
433
|
|
|
7,638
|
|
|
—
|
|
|
23,404
|
|
|||||
Operating earnings
|
41
|
|
|
63,199
|
|
|
32,752
|
|
|
—
|
|
|
95,992
|
|
|||||
Interest (expense) income
|
(14,291
|
)
|
|
(9
|
)
|
|
569
|
|
|
—
|
|
|
(13,731
|
)
|
|||||
Other income
|
14,993
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,993
|
|
|||||
Intercompany interest income (expense)
|
8,888
|
|
|
(9,033
|
)
|
|
145
|
|
|
—
|
|
|
—
|
|
|||||
Earnings before income taxes
|
9,631
|
|
|
54,157
|
|
|
33,466
|
|
|
—
|
|
|
97,254
|
|
|||||
Income tax provision
|
(5,075
|
)
|
|
(20,084
|
)
|
|
(6,009
|
)
|
|
—
|
|
|
(31,168
|
)
|
|||||
Equity in earnings (loss) of subsidiaries, net of tax
|
61,102
|
|
|
—
|
|
|
(2,422
|
)
|
|
(58,680
|
)
|
|
—
|
|
|||||
Net earnings
|
65,658
|
|
|
34,073
|
|
|
25,035
|
|
|
(58,680
|
)
|
|
66,086
|
|
|||||
Less: Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
428
|
|
|
—
|
|
|
428
|
|
|||||
Net earnings attributable to Caleres, Inc.
|
$
|
65,658
|
|
|
$
|
34,073
|
|
|
$
|
24,607
|
|
|
$
|
(58,680
|
)
|
|
$
|
65,658
|
|
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
|
|||||||||||||||||||
FOR THE FISCAL YEAR ENDED JANUARY 28, 2017
|
|||||||||||||||||||
|
|
|
|
|
Non-Guarantors
|
|
|
|
|
||||||||||
($ thousands)
|
Parent
|
|
Guarantors
|
|
|
Eliminations
|
|
Total
|
|||||||||||
Net earnings
|
$
|
65,658
|
|
|
$
|
34,073
|
|
|
$
|
25,035
|
|
|
$
|
(58,680
|
)
|
|
$
|
66,086
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
1,045
|
|
|
—
|
|
|
1,045
|
|
|||||
Pension and other postretirement benefits adjustments
|
(24,790
|
)
|
|
—
|
|
|
62
|
|
|
—
|
|
|
(24,728
|
)
|
|||||
Derivative financial instruments
|
181
|
|
|
—
|
|
|
(1,115
|
)
|
|
—
|
|
|
(934
|
)
|
|||||
Other comprehensive income from investment in subsidiaries
|
39
|
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
|||||
Other comprehensive loss, net of tax
|
(24,570
|
)
|
|
—
|
|
|
(8
|
)
|
|
(39
|
)
|
|
(24,617
|
)
|
|||||
Comprehensive income
|
41,088
|
|
|
34,073
|
|
|
25,027
|
|
|
(58,719
|
)
|
|
41,469
|
|
|||||
Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
381
|
|
|
—
|
|
|
381
|
|
|||||
Comprehensive income attributable to Caleres, Inc.
|
$
|
41,088
|
|
|
$
|
34,073
|
|
|
$
|
24,646
|
|
|
$
|
(58,719
|
)
|
|
$
|
41,088
|
|
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
|
|||||||||||||||||||
FOR THE FISCAL YEAR ENDED JANUARY 28, 2017
|
|||||||||||||||||||
|
|
|
|
|
Non-Guarantors
|
|
|
|
|
||||||||||
($ thousands)
|
Parent
|
|
Guarantors
|
|
|
Eliminations
|
|
Total
|
|||||||||||
Net cash provided by operating activities
|
$
|
66,800
|
|
|
$
|
71,781
|
|
|
$
|
45,041
|
|
|
$
|
—
|
|
|
$
|
183,622
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property and equipment
|
(4,769
|
)
|
|
(41,606
|
)
|
|
(4,148
|
)
|
|
—
|
|
|
(50,523
|
)
|
|||||
Capitalized software
|
(5,521
|
)
|
|
(3,481
|
)
|
|
(37
|
)
|
|
—
|
|
|
(9,039
|
)
|
|||||
Acquisition cost, net of cash received
|
(259,932
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(259,932
|
)
|
|||||
Intercompany investing
|
(3,257
|
)
|
|
3,257
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash used for investing activities
|
(273,479
|
)
|
|
(41,830
|
)
|
|
(4,185
|
)
|
|
—
|
|
|
(319,494
|
)
|
|||||
Financing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings under revolving credit agreement
|
623,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
623,000
|
|
|||||
Repayments under revolving credit agreement
|
(513,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(513,000
|
)
|
|||||
Dividends paid
|
(12,104
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,104
|
)
|
|||||
Acquisition of treasury stock
|
(23,139
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,139
|
)
|
|||||
Issuance of common stock under share-based plans, net
|
(4,188
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,188
|
)
|
|||||
Excess tax benefit related to share-based plans
|
2,251
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,251
|
|
|||||
Intercompany financing
|
126,858
|
|
|
(20,922
|
)
|
|
(105,936
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used for) financing activities
|
199,678
|
|
|
(20,922
|
)
|
|
(105,936
|
)
|
|
—
|
|
|
72,820
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
233
|
|
|
—
|
|
|
233
|
|
|||||
(Decrease) increase in cash and cash equivalents
|
(7,001
|
)
|
|
9,029
|
|
|
(64,847
|
)
|
|
—
|
|
|
(62,819
|
)
|
|||||
Cash and cash equivalents at beginning of year
|
31,000
|
|
|
—
|
|
|
87,151
|
|
|
—
|
|
|
118,151
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
23,999
|
|
|
$
|
9,029
|
|
|
$
|
22,304
|
|
|
$
|
—
|
|
|
$
|
55,332
|
|
|
Quarters
|
||||||||||||||
|
First Quarter
|
|
|
Second Quarter
|
|
|
Third Quarter
|
|
|
Fourth Quarter
|
|
||||
($ thousands, except per share amounts)
|
(13 weeks)
|
|
|
(13 weeks)
|
|
|
(13 weeks)
|
|
|
(13 Weeks)
|
|
||||
2018
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
632,142
|
|
|
$
|
706,612
|
|
|
$
|
775,829
|
|
|
$
|
720,263
|
|
Gross profit
|
274,921
|
|
|
293,101
|
|
|
310,610
|
|
|
277,712
|
|
||||
Net earnings
(1)
|
17,180
|
|
|
23,611
|
|
|
29,155
|
|
|
(75,427
|
)
|
||||
Net earnings attributable to Caleres, Inc.
(1)
|
17,212
|
|
|
23,646
|
|
|
29,153
|
|
|
(75,452
|
)
|
||||
Per share of common stock:
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common share attributable to Caleres, Inc. shareholders
(2)
|
0.40
|
|
|
0.55
|
|
|
0.68
|
|
|
(1.83
|
)
|
||||
Diluted earnings per common share attributable to Caleres, Inc. shareholders
(2)
|
0.40
|
|
|
0.55
|
|
|
0.67
|
|
|
(1.83
|
)
|
||||
Dividends paid
|
0.07
|
|
|
0.07
|
|
|
0.07
|
|
|
0.07
|
|
||||
Market value:
|
|
|
|
|
|
|
|
||||||||
High
|
36.00
|
|
|
37.06
|
|
|
41.09
|
|
|
37.82
|
|
||||
Low
|
27.10
|
|
|
32.18
|
|
|
31.84
|
|
|
26.63
|
|
|
Quarters
|
||||||||||||||
|
First Quarter
|
|
|
Second Quarter
|
|
|
Third Quarter
|
|
|
Fourth Quarter
|
|
||||
($ thousands, except per share amounts)
|
(13 weeks)
|
|
|
(13 weeks)
|
|
|
(13 weeks)
|
|
|
(14 Weeks)
|
|
||||
2017
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
631,509
|
|
|
$
|
676,954
|
|
|
$
|
774,656
|
|
|
$
|
702,465
|
|
Gross profit
|
270,908
|
|
|
287,461
|
|
|
316,885
|
|
|
293,395
|
|
||||
Net earnings (loss)
(1)
|
14,884
|
|
|
17,674
|
|
|
34,373
|
|
|
20,301
|
|
||||
Net earnings (loss) attributable to Caleres, Inc.
(1)
|
14,902
|
|
|
17,595
|
|
|
34,387
|
|
|
20,316
|
|
||||
Per share of common stock:
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per common share attributable to Caleres, Inc. shareholders
(2)
|
0.35
|
|
|
0.41
|
|
|
0.80
|
|
|
0.47
|
|
||||
Diluted earnings (loss) per common share attributable to Caleres, Inc. shareholders
(2)
|
0.35
|
|
|
0.41
|
|
|
0.80
|
|
|
0.47
|
|
||||
Dividends paid
|
0.07
|
|
|
0.07
|
|
|
0.07
|
|
|
0.07
|
|
||||
Market value:
|
|
|
|
|
|
|
|
||||||||
High
|
32.83
|
|
|
29.11
|
|
|
31.27
|
|
|
34.34
|
|
||||
Low
|
24.86
|
|
|
24.45
|
|
|
22.39
|
|
|
26.54
|
|
Col. A
|
Col. B
|
|
Col. C
|
|
Col. D
|
|
Col. E
|
||||||||||||
|
|
|
Additions
|
|
|
|
|
||||||||||||
|
Balance at Beginning of Period
|
|
|
Charged to Costs and Expenses
|
|
|
Charged to Other Accounts - Describe
|
|
|
Deductions - Describe
|
|
|
Balance at End of Period
|
|
|||||
|
|
|
|
|
|||||||||||||||
Description
|
|
|
|
|
|||||||||||||||
($ thousands)
|
|
|
|
|
|
|
|
|
|
||||||||||
YEAR ENDED FEBRUARY 2, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Deducted from assets or accounts:
|
|
|
|
|
|
|
|
|
|
||||||||||
Doubtful accounts and allowances
|
$
|
2,045
|
|
|
$
|
518
|
|
|
$
|
876
|
|
(E)
|
$
|
389
|
|
(A)
|
$
|
3,050
|
|
Customer allowances
|
24,302
|
|
|
54,161
|
|
|
713
|
|
(E)
|
54,426
|
|
(B)
|
24,750
|
|
|||||
Customer discounts
|
751
|
|
|
5,545
|
|
|
268
|
|
(E)
|
5,366
|
|
(B)
|
1,198
|
|
|||||
Inventory valuation allowances
|
14,254
|
|
|
40,670
|
|
|
277
|
|
(E)
|
40,800
|
|
(C)
|
14,401
|
|
|||||
Deferred tax asset valuation allowance
|
5,763
|
|
|
—
|
|
|
—
|
|
|
1,564
|
|
(D)
|
4,199
|
|
|||||
YEAR ENDED FEBRUARY 3, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Deducted from assets or accounts:
|
|
|
|
|
|
|
|
|
|
||||||||||
Doubtful accounts and allowances
|
$
|
1,567
|
|
|
$
|
1,336
|
|
|
$
|
—
|
|
|
$
|
858
|
|
(A)
|
$
|
2,045
|
|
Customer allowances
|
20,923
|
|
|
51,135
|
|
|
—
|
|
|
47,756
|
|
(B)
|
24,302
|
|
|||||
Customer discounts
|
1,162
|
|
|
4,804
|
|
|
—
|
|
|
5,215
|
|
(B)
|
751
|
|
|||||
Inventory valuation allowances
|
14,229
|
|
|
47,084
|
|
|
—
|
|
|
47,059
|
|
(C)
|
14,254
|
|
|||||
Deferred tax asset valuation allowance
|
7,890
|
|
|
—
|
|
|
—
|
|
|
2,127
|
|
(D)
|
5,763
|
|
|||||
YEAR ENDED JANUARY 28, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Deducted from assets or accounts:
|
|
|
|
|
|
|
|
|
|
||||||||||
Doubtful accounts and allowances
|
$
|
2,295
|
|
|
$
|
1,384
|
|
|
$
|
70
|
|
(F)
|
$
|
2,182
|
|
(A)
|
$
|
1,567
|
|
Customer allowances
|
21,590
|
|
|
45,186
|
|
|
—
|
|
|
45,853
|
|
(B)
|
20,923
|
|
|||||
Customer discounts
|
895
|
|
|
3,573
|
|
|
—
|
|
|
3,306
|
|
(B)
|
1,162
|
|
|||||
Inventory valuation allowances
|
15,780
|
|
|
52,041
|
|
|
2,225
|
|
(F)
|
55,817
|
|
(C)
|
14,229
|
|
|||||
Deferred tax asset valuation allowance
|
6,544
|
|
|
3,697
|
|
|
450
|
|
(F)
|
2,801
|
|
(D)
|
7,890
|
|
(A)
|
Accounts written off, net of recoveries.
|
(B)
|
Discounts and allowances granted to wholesale customers of the Brand Portfolio segment.
|
(C)
|
Adjustment upon disposal of related inventories.
|
(D)
|
Reductions to the valuation allowances for the net operating loss carryforwards for certain states based on the Company’s expectations for utilization of net operating loss carryforwards. In addition, in 2017, the valuation allowances related to the impairment of the investment in a nonconsolidated affiliate and capital loss carryforwards were reduced, reflecting the impact of the Tax Cuts and Jobs Act.
|
|
|
ITEM 9
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
|
|
ITEM 9A
|
CONTROLS AND PROCEDURES
|
|
|
ITEM 9B
|
OTHER INFORMATION
|
|
PART III
|
|
|
ITEM 10
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
|
|
ITEM 11
|
EXECUTIVE COMPENSATION
|
|
|
ITEM 12
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted-average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
|
|||||||
|
|
|
|
||||||||||
|
|
|
|
||||||||||
|
|
|
|
||||||||||
Plan Category
|
(a)
|
|
(b)
|
|
(c)
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
||||
Equity compensation plans approved by security holders
|
958,333
|
|
|
(1)
|
$
|
18.01
|
|
|
(1)
|
3,981,281
|
|
|
(2)
|
Equity compensation plans not approved by security holders
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
Total
|
958,333
|
|
|
|
$
|
18.01
|
|
|
|
3,981,281
|
|
|
|
(1)
|
Column (a) includes 42,667 outstanding (vested and nonvested) stock options and 915,666 performance share units payable in stock, which reflects the maximum number of shares to be issued under the performance share plans. The target number of shares to be issued under the plans is 457,833. Performance share awards were disregarded for purposes of computing the weighted-average exercise price in column (b). This table excludes independent directors' deferred compensation units and restricted stock units payable in cash.
|
(2)
|
Represents our remaining shares available for award grants based upon the provisions of the plans, which reflect our practice to reserve shares for outstanding awards. The number of securities available for grant has been reduced for stock option grants and performance share awards payable in stock. Performance share awards are reserved based on the maximum payout level.
|
|
|
ITEM 13
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
|
|
ITEM 14
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
|
PART IV
|
|
|
ITEM 15
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
|
|
(a)
|
(1) and (2) The list of financial statements and Financial Statement Schedules required by this item is included in the Index under
Financial Statements and Supplementary Data
. All other schedules specified under Regulation S-X have been omitted because they are not applicable, because they are not required or because the information required is included in the financial statements or notes thereto.
|
|
|
|
(3) Exhibits
|
|
Certain instruments defining the rights of holders of long-term debt securities of the Company are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K, and the Company hereby undertakes to furnish to the SEC, upon request, copies of any such instruments.
|
|
|
|
|
Exhibit
No.
|
Description
|
|
2.1
|
|
|
2.2
|
|
|
3.1
|
|
|
3.2
|
|
|
4.1
|
|
|
4.2
|
|
|
10.1
|
|
|
10.1a
|
|
|
10.1b
|
|
|
10.2a*
|
|
|
10.2b(1)*
|
|
|
10.2b(2)*
|
|
|
|
|
10.2c(1)*
|
|
|
10.2c(2)*
|
|
|
10.3a*
|
|
|
10.3b*
|
|
|
10.3c*
|
|
|
10.3(e)(1)*
|
|
|
10.3(e)(2)*
|
|
|
10.3(e)(3)*
|
|
|
10.3(e)(4)*
|
|
|
10.4a*
|
|
|
10.4b*
|
|
†
|
10.4c*
|
|
|
10.4d*
|
|
|
10.4e*
|
|
†
|
10.4f*
|
|
|
10.5*
|
|
|
10.6*
|
|
|
10.7*
|
|
|
10.8*
|
|
|
10.9*
|
|
|
10.10*
|
|
|
10.11*
|
|
|
10.12*
|
|
|
(b)
|
Exhibits:
|
|
See Item 15(a)(3) above. On request, copies of any exhibit will be furnished to shareholders upon payment of the Company’s reasonable expenses incurred in furnishing such exhibits.
|
(c)
|
Financial Statement Schedules:
|
|
See Item 8 above.
|
ITEM 16
|
FORM 10-K SUMMARY
|
|
SIGNATURES
|
|
|
CALERES, INC.
|
|
|
|
By:
|
/s/ Kenneth H. Hannah
|
|
Kenneth H. Hannah
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
|
|
Signatures
|
|
Date
|
|
Title
|
|
|
|
|
|
/s/ Diane M. Sullivan
|
|
|
|
|
Diane M. Sullivan
|
|
April 2, 2019
|
|
Chief Executive Officer, President and Chairman of the
Board of Directors
(Principal Executive Officer)
|
/s/ Kenneth H. Hannah
|
|
|
|
|
Kenneth H. Hannah
|
|
April 2, 2019
|
|
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
|
/s/ Todd E. Hasty
|
|
|
|
|
Todd E. Hasty
|
|
April 2, 2019
|
|
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
|
|
|
|
|
|
/s/ W. Lee Capps
|
|
|
|
|
W. Lee Capps
|
|
April 2, 2019
|
|
Director
|
|
|
|
|
|
/s/ Brenda Freeman
|
|
|
|
|
Brenda Freeman
|
|
April 2, 2019
|
|
Director
|
|
|
|
|
|
/s/ Lori H. Greeley
|
|
|
|
|
Lori H. Greeley
|
|
April 2, 2019
|
|
Director
|
|
|
|
|
|
/s/ Mahendra R. Gupta
|
|
|
|
|
Mahendra R. Gupta
|
|
April 2, 2019
|
|
Director
|
|
|
|
|
|
/s/ Carla C. Hendra
|
|
|
|
|
Carla C. Hendra
|
|
April 2, 2019
|
|
Director
|
|
|
|
|
|
/s/ Ward M. Klein
|
|
|
|
|
Ward M. Klein
|
|
April 2, 2019
|
|
Director
|
|
|
|
|
|
/s/ Steven W. Korn
|
|
|
|
|
Steven W. Korn
|
|
April 2, 2019
|
|
Director
|
|
|
|
|
|
/s/ Patricia G. McGinnis
|
|
|
|
|
Patricia G. McGinnis
|
|
April 2, 2019
|
|
Director
|
|
|
|
|
|
/s/ W. Patrick McGinnis
|
|
|
|
|
W. Patrick McGinnis
|
|
April 2, 2019
|
|
Director
|
|
|
|
|
|
/s/ Wenda Harris Millard
|
|
|
|
|
Wenda Harris Millard
|
|
April 2, 2019
|
|
Director
|
|
|
|
|
|
6.
|
Termination Provisions
.
|
(a)
|
This Agreement shall not confer upon the Participant any right to continuation of employment by the Company, nor shall this Agreement interfere in any way with the Company’s right to terminate his or her employment at any time.
|
(b)
|
The Committee and/or the Company’s Board of Directors may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any way adversely affect the Participant’s rights under this Agreement without the Participant’s written consent.
|
(c)
|
This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.
|
(d)
|
To the extent not preempted by Federal law, this Agreement shall be construed in accordance with and governed by the substantive laws of the State of Missouri without regard to conflicts of laws principles, which might otherwise apply. Any litigation arising out of, in connection with, or concerning any aspect of the Plan or this Agreement shall be conducted exclusively in the State or Federal courts in Missouri.
|
11.
|
Miscellaneous
|
(a)
|
This Award Agreement shall not confer upon the Participant any right to continuation of employment by the Company, nor shall this Award Agreement interfere in any way with the Company’s right to terminate his or her employment at any time.
|
(b)
|
The Board may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any way adversely affect the Participant’s rights under this Award Agreement without the Participant’s written consent.
|
(c)
|
This Award Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.
|
(d)
|
To the extent not preempted by Federal law, this Award Agreement shall be construed in accordance with and governed by the substantive laws of the State of Missouri without regard to conflicts of laws principles, which might otherwise apply. Any litigation arising out of, in connection with, or concerning any aspect of the Plan or this Award Agreement shall be conducted exclusively in the State or Federal courts in Missouri.
|
Section 1.
|
Definitions
|
Section 6.
|
Employee Expenses After Change in Control
|
Section 7.
|
Release
|
Section 8.
|
Covenant Not to Compete
|
Section 11.
|
Miscellaneous
|
Caleres, Inc.
|
|
Employee
|
||
By:
|
/s/ Doug Koch
|
|
/s/ Molly Adams
|
|
Name:
|
Doug Koch
|
|
Molly Adams
|
|
Title:
|
Senior Vice President and Chief Human Resources Officer
|
|
|
|
Date:
|
March 20, 2019
|
|
Date:
|
March 20, 2019
|
Name
|
|
State or Country
of Incorporation
|
|
|
|
AESC Holding, LLC
|
|
Delaware
|
AESC Manufacturing, LLC
|
|
Delaware
|
Allen Edmonds, LLC
|
|
Wisconsin
|
Allen-Edmonds Sales LLC
|
|
Delaware
|
Allen-Edmonds Shoe Italy, S.r.l.
|
|
Italy
|
Apollo Buyer Holding LLC
|
|
Delaware
|
B&H Footwear Company Limited (51% owned)
|
|
Hong Kong
|
BG Retail, LLC
|
|
Delaware
|
BGDL Limited
|
|
Ireland
|
Blowfish, LLC
|
|
Delaware
|
Buster Brown & Company
|
|
Missouri
|
Caleres Canada, Inc.
|
|
Canada
|
Caleres Cayman Limited
|
|
Cayman Islands
|
Caleres International (Macau) Company Limited
|
|
Macau
|
Caleres International Corporation
|
|
Delaware
|
Caleres International Netherlands Holdings C.V.
|
|
Netherlands
|
Caleres Investment Company, Inc.
|
|
Delaware
|
Caleres Investment C.V.
|
|
Netherlands
|
Caleres Italy S.r.l.
|
|
Italy
|
Caleres Licensing Cayman Limited
|
|
Cayman Islands
|
Caleres Licensing Netherlands B.V.
|
|
Netherlands
|
Caleres Netherlands B.V.
|
|
Netherlands
|
Caleres Service (Macau) Company Limited
|
|
Macau
|
Caleres Services Corporation
|
|
Ohio
|
Caleres Trading Limited
|
|
Hong Kong
|
DongGuan B&H Footwear Company Limited (51% owned)
|
|
China
|
DongGuan Caleres Company Limited
|
|
China
|
DongGuan Leeway Footwear Company Limited
|
|
China
|
Edelman Shoe, Inc.
|
|
Delaware
|
Great Prosper Profits Corporation
|
|
British Virgin Islands
|
Leeway International Company Limited
|
|
Hong Kong
|
Pagoda International Footwear (Macau Commercial Offshore) Limited
|
|
Macau
|
Pagoda International Footwear Limited
|
|
Hong Kong
|
Putian Caleres Company Limited
|
|
China
|
Sidney Rich Associates, Inc.
|
|
Missouri
|
Vionic Group LLC
|
|
Delaware
|
Vionic International LLC
|
|
Delaware
|
Vionic Europe Limited
|
|
United Kingdom
|
Vionic Hong Kong Limited
|
|
Hong Kong
|
Vionic (Dongguan) Footwear Company Limited
|
|
China
|
Whitenox Limited
|
|
Hong Kong
|
Wooden Shoe International, LLC
|
|
Delaware
|
CERTIFICATIONS
|
|
1.
|
I have reviewed this annual report on Form 10-K 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.
|
April 2, 2019
|
CERTIFICATIONS
|
|
1.
|
I have reviewed this annual report on Form 10-K 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/ Kenneth H. Hannah
|
Kenneth H. Hannah
|
Senior Vice President and Chief Financial Officer
|
Caleres, Inc.
|
April 2, 2019
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
|
|
/s/ Diane M. Sullivan
|
Diane M. Sullivan
|
Chief Executive Officer, President and Chairman of the Board of Directors
|
Caleres, Inc.
|
April 2, 2019
|
|
/s/ Kenneth H. Hannah
|
Kenneth H. Hannah
|
Senior Vice President and Chief Financial Officer
|
Caleres, Inc.
|
April 2, 2019
|