Disaggregation of Revenues
The following table disaggregates revenue by segment and major source for the thirteen weeks ended May 5, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ thousands)
|
|
Famous Footwear
|
|
Brand Portfolio
|
|
Total
|
|
|
|
|
|
|
|
Retail stores
|
|
$
|
338,256
|
|
|
$
|
42,784
|
|
|
$
|
381,040
|
|
Landed wholesale
|
|
—
|
|
|
167,810
|
|
|
167,810
|
|
First-cost wholesale
|
|
—
|
|
|
13,405
|
|
|
13,405
|
|
E-commerce
|
|
25,014
|
|
|
40,950
|
|
|
65,964
|
|
Licensing and royalty
|
|
—
|
|
|
3,712
|
|
|
3,712
|
|
Other
(1)
|
|
141
|
|
|
70
|
|
|
211
|
|
Net sales
|
|
$
|
363,411
|
|
|
$
|
268,731
|
|
|
$
|
632,142
|
|
(1)
Includes breakage revenue from unredeemed gift cards
|
Retail stores
The majority of the Company's revenue is generated from retail sales where control is transferred and revenue is recognized at the point of sale. Retail sales are recorded net of returns and exclude sales tax. Merchandise returns are recognized as a reduction of sales at the time the merchandise is returned. In addition, the Company carries a returns reserve and a corresponding return asset for expected returns of merchandise.
Retail sales to members of our Rewards program include two performance obligations: the sale of merchandise and the delivery of points that may be redeemed for future purchases at Famous Footwear. The transaction price is allocated to the separate performance obligations based on the relative stand-alone selling price. The stand-alone selling price for the points is estimated using the retail value of the merchandise earned, adjusted for estimated breakage based upon historical redemption patterns. The Company has elected to adopt the practical expedient that allows entities to disregard the effect of the time value of money between payment for and receipt of goods when the sale does not include a financing element. The revenue associated with the initial merchandise purchased is recognized immediately and the value assigned to the points is deferred until the points are redeemed, forfeited or expired. Upon adoption of Topic 606 as of February 4, 2018, the Rewards program liability, included in other accrued expenses on the condensed consolidated balance sheets, increased
$6.4 million
, from
$8.1 million
to
$14.5 million
.
Landed wholesale
Landed sales are wholesale sales in which the merchandise is shipped directly to the customer from the Company’s warehouses. Many landed customers arrange their own transportation of merchandise and, with limited exceptions, control is transferred at the time of shipment.
First-cost wholesale
First-cost sales are wholesale sales in which the Company purchases merchandise from an international factory that manufactures the product. Revenue is recognized at the time the merchandise is delivered to the customer’s designated freight forwarder and control is transferred to the customer.
E-commerce
The Company also generates revenue through online and drop-ship sales, cumulatively referred to as "e-commerce". The Company transfers control and recognizes revenue for merchandise sold that is shipped directly to an individual consumer upon delivery to the consumer.
Licensing and royalty
The Company has license agreements with third parties allowing them to sell the Company’s branded product, or other merchandise that uses the Company’s owned or licensed brand names. These license agreements provide the licensee access to the Company's symbolic intellectual property, and revenue is therefore recognized over the license term. For royalty contracts that do not have guaranteed minimums, the Company recognizes revenue as the licensee's sales occur. For royalty contracts that have guaranteed minimums, revenue for the guaranteed minimum is recognized on a straight-line basis during the term, until such time that the cumulative royalties exceed the total minimum guarantee. Up-front payments are recognized over the contractual term to which the guaranteed minimum relates.
Contract Balances
Revenue is recorded at the transaction price, net of estimates for variable consideration for which reserves are established, including returns, allowances and discounts. Variable consideration is estimated using the expected value method and given the large number of contracts with similar characteristics, the portfolio approach is applied to determine the variable consideration for each revenue stream. Reserves for projected returns are based on historical patterns and current expectations.
Information about significant contract balances from contracts with customers is as follows:
|
|
|
|
|
|
|
|
|
($ thousands)
|
May 5, 2018
|
|
|
February 3, 2018
|
|
Customer allowances and discounts
|
$
|
19,416
|
|
|
$
|
20,259
|
|
Rewards program liability
|
14,920
|
|
|
8,130
|
|
Returns reserve
|
12,606
|
|
|
8,332
|
|
Gift card liability
|
4,661
|
|
|
5,509
|
|
During the three months ended May 5, 2018, the Rewards program liability increased
$6.4 million
due to the adoption of Topic 606 and
$5.9 million
due to purchases and decreased
$5.5 million
due to expirations and redemptions. The change in the returns reserve balance is primarily due to the impact of account reclassifications required by adoption of Topic 606 on February 4, 2018.
|
|
|
Note 4
|
Earnings Per Share
|
The Company uses the two-class method to compute basic and diluted earnings per common share attributable to Caleres, Inc. shareholders. In periods of net loss, no effect is given to the Company’s participating securities since they do not contractually participate in the losses of the Company. The following table sets forth the computation of basic and diluted earnings per common share attributable to Caleres, Inc. shareholders for the thirteen weeks ended
May 5, 2018
and
April 29, 2017
:
|
|
|
|
|
|
|
|
|
Thirteen Weeks Ended
|
($ thousands, except per share amounts)
|
May 5, 2018
|
|
April 29, 2017
|
|
NUMERATOR
|
|
|
|
|
Net earnings
|
$
|
17,180
|
|
$
|
14,884
|
|
Net loss attributable to noncontrolling interests
|
32
|
|
18
|
|
Net earnings allocated to participating securities
|
(479
|
)
|
(408
|
)
|
Net earnings attributable to Caleres, Inc. after allocation of earnings to participating securities
|
16,733
|
|
14,494
|
|
|
|
|
DENOMINATOR
|
|
|
|
|
Denominator for basic earnings per common share attributable to Caleres, Inc. shareholders
|
41,910
|
|
41,832
|
|
Dilutive effect of share-based awards
|
124
|
|
169
|
|
Denominator for diluted earnings per common share attributable to Caleres, Inc. shareholders
|
42,034
|
|
42,001
|
|
|
|
|
Basic earnings per common share attributable to Caleres, Inc. shareholders
|
$
|
0.40
|
|
$
|
0.35
|
|
|
|
|
Diluted earnings per common share attributable to Caleres, Inc. shareholders
|
$
|
0.40
|
|
$
|
0.35
|
|
Options to purchase
16,667
shares of common stock for the
thirteen weeks ended
April 29, 2017
were not included in the denominator for diluted earnings per common share attributable to Caleres, Inc. shareholders because the effect would be anti-dilutive. There were
no
options to purchase shares excluded from the denominator for the thirteen weeks ended May 5, 2018.
During the
thirteen weeks ended
May 5, 2018
and
April 29, 2017
, the Company repurchased
100,000
shares and
225,000
shares, respectively, under the publicly announced share repurchase program, which permits repurchases of up to
2.5 million
shares. As of
May 5, 2018
, the Company has repurchased a total of
1.4 million
shares under this program.
|
|
|
Note
5
|
Restructuring and Other Initiatives
|
Acquisition of Allen Edmonds
On
December 13, 2016
, the Company entered into a Stock Purchase Agreement with Apollo Investors, LLC and Apollo Buyer Holding Company, Inc., pursuant to which the Company acquired all outstanding capital stock of
Allen Edmonds
("Allen Edmonds"). The aggregate purchase price for the Allen Edmonds stock was
$259.9 million
, net of cash received of
$0.7 million
. The operating results of Allen Edmonds are included in the Company’s condensed consolidated financial statements within the Brand Portfolio segment.
Management estimated the fair value of the assets and liabilities based upon quoted market prices, the carrying value of the acquired assets and widely accepted valuation techniques, including discounted cash flows. During the
thirteen weeks ended April 29, 2017
, the Company recognized
$3.0 million
in cost of goods sold (
$1.9 million
on an after-tax basis, or
$0.04
per diluted share) related to the amortization of the inventory fair value adjustment required for purchase accounting. The inventory fair value adjustment was fully amortized as of July 29, 2017.
Integration and Reorganization Costs
During the
thirteen weeks ended May 5, 2018
and April 29, 2017, the Company incurred integration and reorganization costs, primarily for severance and professional fees, related to the men's business totaling
$1.8 million
(
$1.3 million
on an after-tax basis, or
$0.03
per diluted share) and
$1.1 million
(
$0.7 million
on an after-tax basis, or
$0.01
per diluted share), respectively. Of the
$1.8 million
in costs presented as restructuring and other special charges, net in the condensed consolidated statements of earnings for the
thirteen weeks ended May 5, 2018
,
$1.6 million
was reflected within the Brand Portfolio segment and
$0.2 million
was reflected within the Other category. Of the
$1.1 million
in costs for the
thirteen weeks ended April 29, 2017
,
$0.8 million
was reflected within the Brand Portfolio segment and
$0.3 million
was reflected within the Other category. As of May 5, 2018 and April 29, 2017, restructuring reserves of
$1.1 million
and
$0.8 million
, respectively, were included in other accrued expenses on the condensed consolidated balance sheets. The Company expects all integration and reorganization costs to be settled by the end of fiscal 2018.
|
|
|
Note 6
|
Business Segment Information
|
Following is a summary of certain key financial measures for the Company’s business segments for the thirteen weeks ended
May 5, 2018
and
April 29, 2017
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Famous Footwear
|
Brand Portfolio
|
|
|
($ thousands)
|
Other
|
Total
|
Thirteen Weeks Ended May 5, 2018
|
External sales
|
$
|
363,411
|
|
$
|
268,731
|
|
$
|
—
|
|
$
|
632,142
|
|
Intersegment sales
|
—
|
|
14,766
|
|
—
|
|
14,766
|
|
Operating earnings (loss)
|
21,857
|
|
12,486
|
|
(11,397
|
)
|
22,946
|
|
Segment assets
|
555,448
|
|
745,460
|
|
201,158
|
|
1,502,066
|
|
|
|
|
|
|
Thirteen Weeks Ended April 29, 2017
|
External sales
|
$
|
366,494
|
|
$
|
265,015
|
|
$
|
—
|
|
$
|
631,509
|
|
Intersegment sales
|
—
|
|
14,700
|
|
—
|
|
14,700
|
|
Operating earnings (loss)
|
20,279
|
|
13,314
|
|
(10,304
|
)
|
23,289
|
|
Segment assets
|
540,417
|
|
743,256
|
|
125,884
|
|
1,409,557
|
|
The Other category includes corporate assets, administrative expenses and other costs and recoveries, which are not allocated to the operating segments.
Following is a reconciliation of operating earnings to earnings before income taxes:
|
|
|
|
|
|
|
|
|
Thirteen Weeks Ended
|
($ thousands)
|
May 5, 2018
|
|
April 29, 2017
|
|
Operating earnings
|
$
|
22,946
|
|
$
|
23,289
|
|
Interest expense, net
|
(3,683
|
)
|
(4,809
|
)
|
Other income, net
|
3,091
|
|
2,436
|
|
Earnings before income taxes
|
$
|
22,354
|
|
$
|
20,916
|
|
The Company's net inventory balance was comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
($ thousands)
|
May 5, 2018
|
|
April 29, 2017
|
|
February 3, 2018
|
|
Raw materials
|
$
|
15,554
|
|
$
|
15,114
|
|
$
|
17,531
|
|
Work-in-process
|
708
|
|
863
|
|
689
|
|
Finished goods
|
563,640
|
|
549,074
|
|
551,159
|
|
Inventories, net
|
$
|
579,902
|
|
$
|
565,051
|
|
$
|
569,379
|
|
|
|
|
Note
8
|
Goodwill and Intangible Assets
|
Goodwill and intangible assets were as follows:
|
|
|
|
|
|
|
|
|
|
|
($ thousands)
|
May 5, 2018
|
|
April 29, 2017
|
|
February 3, 2018
|
|
Intangible Assets
|
|
|
|
|
|
|
Famous Footwear
|
$
|
2,800
|
|
$
|
2,800
|
|
$
|
2,800
|
|
Brand Portfolio
|
285,988
|
|
285,988
|
|
285,988
|
|
Other
|
1,769
|
|
—
|
|
—
|
|
Total intangible assets
|
290,557
|
|
288,788
|
|
288,788
|
|
Accumulated amortization
|
(77,738
|
)
|
(73,661
|
)
|
(76,701
|
)
|
Total intangible assets, net
|
212,819
|
|
215,127
|
|
212,087
|
|
Goodwill
|
|
|
|
|
|
|
Brand Portfolio
|
127,081
|
|
127,081
|
|
127,081
|
|
Total goodwill
|
127,081
|
|
127,081
|
|
127,081
|
|
Goodwill and intangible assets, net
|
$
|
339,900
|
|
$
|
342,208
|
|
$
|
339,168
|
|
During the thirteen weeks ended
May 5, 2018
, the Company acquired software licenses with an original cost of $
1.8 million
, which are included in intangible assets, net of accumulated amortization, on the condensed consolidated balance sheets.
The Company's intangible assets as of
May 5, 2018
,
April 29, 2017
and
February 3, 2018
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ thousands)
|
|
|
|
May 5, 2018
|
|
|
Estimated Useful Lives
|
|
Original Cost
|
|
|
Accumulated Amortization
|
|
|
Net Carrying Value
|
|
Trademarks
|
|
15-40 years
|
|
$
|
165,288
|
|
|
$
|
77,219
|
|
|
$
|
88,069
|
|
Trademarks
|
|
Indefinite
|
|
118,100
|
|
|
—
|
|
|
118,100
|
|
Customer relationships
|
|
15 years
|
|
5,400
|
|
|
495
|
|
|
4,905
|
|
Software licenses
|
|
5 years
|
|
1,769
|
|
|
24
|
|
|
1,745
|
|
|
|
|
|
$
|
290,557
|
|
|
$
|
77,738
|
|
|
$
|
212,819
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 29, 2017
|
|
|
Estimated Useful Lives
|
|
Original Cost
|
|
|
Accumulated Amortization
|
|
|
Net Carrying Value
|
|
Trademarks
|
|
15-40 years
|
|
$
|
165,288
|
|
|
$
|
73,526
|
|
|
$
|
91,762
|
|
Trademarks
|
|
Indefinite
|
|
118,100
|
|
|
—
|
|
|
118,100
|
|
Customer relationships
|
|
15 years
|
|
5,400
|
|
|
135
|
|
|
5,265
|
|
|
|
|
|
$
|
288,788
|
|
|
$
|
73,661
|
|
|
$
|
215,127
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
Amortization expense related to intangible assets was
$1.0 million
for the
thirteen weeks ended May 5, 2018
and
April 29, 2017
.
|
|
|
Note
9
|
Shareholders’ Equity
|
The following tables set forth the changes in Caleres, Inc. shareholders’ equity and noncontrolling interests for the
thirteen weeks ended May 5, 2018
and
April 29, 2017
:
|
|
|
|
|
|
|
|
|
|
|
($ thousands)
|
Caleres, Inc. Shareholders’ Equity
|
|
Noncontrolling Interests
|
|
Total Equity
|
|
Equity at February 3, 2018
|
$
|
717,489
|
|
$
|
1,473
|
|
$
|
718,962
|
|
Net earnings (loss)
|
17,212
|
|
(32
|
)
|
17,180
|
|
Other comprehensive loss
|
(895
|
)
|
(8
|
)
|
(903
|
)
|
Dividends paid
|
(3,023
|
)
|
—
|
|
(3,023
|
)
|
Acquisition of treasury stock
|
(3,288
|
)
|
—
|
|
(3,288
|
)
|
Issuance of common stock under share-based plans, net
|
(3,122
|
)
|
—
|
|
(3,122
|
)
|
Cumulative-effect adjustment from adoption of ASU 2016-16
|
(10,468
|
)
|
—
|
|
(10,468
|
)
|
Cumulative-effect adjustment from adoption of ASU 2014-09 (Topic 606)
|
(4,775
|
)
|
—
|
|
(4,775
|
)
|
Share-based compensation expense
|
3,575
|
|
—
|
|
3,575
|
|
Equity at May 5, 2018
|
$
|
712,705
|
|
$
|
1,433
|
|
$
|
714,138
|
|
|
|
|
|
|
|
|
|
|
|
|
($ thousands)
|
Caleres, Inc. Shareholders’ Equity
|
|
Noncontrolling Interests
|
|
Total Equity
|
|
Equity at January 28, 2017
|
$
|
613,117
|
|
$
|
1,369
|
|
$
|
614,486
|
|
Net earnings (loss)
|
14,902
|
|
(18
|
)
|
14,884
|
|
Other comprehensive income (loss)
|
656
|
|
(5
|
)
|
651
|
|
Dividends paid
|
(3,025
|
)
|
—
|
|
(3,025
|
)
|
Acquisition of treasury stock
|
(5,993
|
)
|
—
|
|
(5,993
|
)
|
Issuance of common stock under share-based plans, net
|
(2,422
|
)
|
—
|
|
(2,422
|
)
|
Cumulative-effect adjustment from adoption of ASU 2016-09
|
441
|
|
—
|
|
441
|
|
Share-based compensation expense
|
2,711
|
|
—
|
|
2,711
|
|
Equity at April 29, 2017
|
$
|
620,387
|
|
$
|
1,346
|
|
$
|
621,733
|
|
Accumulated Other Comprehensive Loss
The following table sets forth the changes in accumulated other comprehensive loss (OCL) by component for the thirteen weeks ended
May 5, 2018
and
April 29, 2017
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ thousands)
|
Foreign Currency Translation
|
|
Pension and Other Postretirement Transactions
(1)
|
|
Derivative Financial Instrument Transactions
(2)
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
Balance at February 3, 2018
|
$
|
1,235
|
|
$
|
(17,172
|
)
|
$
|
767
|
|
$
|
(15,170
|
)
|
Other comprehensive (loss) income before reclassifications
|
(808
|
)
|
—
|
|
(408
|
)
|
(1,216
|
)
|
Reclassifications:
|
|
|
|
|
|
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
585
|
|
(145
|
)
|
440
|
|
Tax (benefit) provision
|
—
|
|
(151
|
)
|
32
|
|
(119
|
)
|
Net reclassifications
|
—
|
|
434
|
|
(113
|
)
|
321
|
|
Other comprehensive (loss) income
|
(808
|
)
|
434
|
|
(521
|
)
|
(895
|
)
|
Balance at May 5, 2018
|
$
|
427
|
|
$
|
(16,738
|
)
|
$
|
246
|
|
$
|
(16,065
|
)
|
|
|
|
|
|
Balance at January 28, 2017
|
$
|
192
|
|
$
|
(30,084
|
)
|
$
|
(542
|
)
|
$
|
(30,434
|
)
|
Other comprehensive (loss) income before reclassifications
|
(540
|
)
|
—
|
|
753
|
|
213
|
|
Reclassifications:
|
|
|
|
|
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
679
|
|
47
|
|
726
|
|
Tax benefit
|
—
|
|
(261
|
)
|
(22
|
)
|
(283
|
)
|
Net reclassifications
|
—
|
|
418
|
|
25
|
|
443
|
|
Other comprehensive (loss) income
|
(540
|
)
|
418
|
|
778
|
|
656
|
|
Balance at April 29, 2017
|
$
|
(348
|
)
|
$
|
(29,666
|
)
|
$
|
236
|
|
$
|
(29,778
|
)
|
|
|
(1)
|
Amounts reclassified are included in other income, net. See Note 11 to the condensed consolidated financial statements for additional information related to pension and other postretirement benefits.
|
|
|
(2)
|
Amounts reclassified are included in net sales, costs of goods sold, selling and administrative expenses and interest expense, net. See Notes 12 and 13 to the condensed consolidated financial statements for additional information related to derivative financial instruments.
|
|
|
|
Note 10
|
Share-Based Compensation
|
The Company recognized share-based compensation expense of
$3.6 million
and
$2.7 million
during the
thirteen weeks ended May 5, 2018
and
April 29, 2017
, respectively. During the
thirteen weeks ended May 5, 2018
and
April 29, 2017
, the Company issued
256,005
and
254,358
shares of common stock, respectively, for restricted stock grants, stock performance awards issued
to employees, stock options exercised and common and restricted stock grants issued to non-employee directors, net of forfeitures and shares withheld to satisfy the tax withholding requirement.
Restricted Stock
The following table summarizes restricted stock activity for the thirteen weeks ended
May 5, 2018
and
April 29, 2017
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thirteen Weeks Ended
|
|
|
Thirteen Weeks Ended
|
|
May 5, 2018
|
|
|
April 29, 2017
|
|
|
|
Weighted- Average Grant Date Fair Value
|
|
|
|
|
Weighted- Average Grant Date Fair Value
|
|
Total Number of Restricted Shares
|
|
|
|
Total Number of Restricted Shares
|
|
|
|
|
|
|
February 3, 2018
|
1,174,801
|
|
|
$
|
27.92
|
|
|
January 28, 2017
|
1,128,049
|
|
|
$
|
25.85
|
|
Granted
|
294,691
|
|
|
31.77
|
|
|
Granted
|
351,820
|
|
|
26.90
|
|
Forfeited
|
(16,550
|
)
|
|
27.47
|
|
|
Forfeited
|
(12,500
|
)
|
|
26.63
|
|
Vested
|
(208,610
|
)
|
|
28.15
|
|
|
Vested
|
(250,035
|
)
|
|
17.00
|
|
May 5, 2018
|
1,244,332
|
|
|
$
|
28.80
|
|
|
April 29, 2017
|
1,217,334
|
|
|
$
|
27.96
|
|
Of the
294,691
restricted shares granted during the
thirteen weeks ended May 5, 2018
,
285,191
shares have a graded-vesting term of three years and
9,500
shares have a cliff-vesting term of four years. Of the
351,820
restricted shares granted during the
thirteen weeks ended
April 29, 2017
,
12,000
shares have a graded-vesting term of
four
years and
339,820
shares have a cliff-vesting term of
four years
. Share-based compensation expense for cliff-vesting grants is recognized on a straight-line basis over the vesting period and expense for graded-vesting grants is recognized ratably over the respective vesting periods.
Performance Share Awards
During the
thirteen weeks ended May 5, 2018
and
April 29, 2017
, the Company granted performance share awards for a targeted
155,000
and
169,500
shares, respectively, with a weighted-average grant date fair value of
$31.84
and
$26.90
, respectively. Vesting of performance-based awards is dependent upon the financial performance of the Company and the attainment of certain financial goals during the
three
-year period following the grant. At the end of the vesting period, the employee will have earned an amount of shares or units between
0%
and
200%
of the targeted award, depending on the achievement of the specified financial goals for the service period. Compensation expense is recognized based on the fair value of the award and the anticipated number of shares or units to be awarded for each tranche in accordance with the vesting schedule of the units over the
three
-year service period. During the first quarter of 2017, the Company's remaining performance share awards granted in units vested and were settled in cash at fair value.
Stock Options
The following table summarizes stock option activity for the thirteen weeks ended
May 5, 2018
and
April 29, 2017
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thirteen Weeks Ended
|
|
|
Thirteen Weeks Ended
|
|
May 5, 2018
|
|
|
April 29, 2017
|
|
|
|
Weighted- Average Grant Date Fair Value
|
|
|
|
|
Weighted- Average Grant Date Fair Value
|
|
Total Number of Stock Options
|
|
|
|
Total Number of Stock Options
|
|
|
|
|
|
|
February 3, 2018
|
81,042
|
|
|
$
|
6.28
|
|
|
January 28, 2017
|
150,540
|
|
|
$
|
9.36
|
|
Granted
|
—
|
|
|
—
|
|
|
Granted
|
—
|
|
|
—
|
|
Exercised
|
(16,500
|
)
|
|
4.02
|
|
|
Exercised
|
(6,000
|
)
|
|
5.57
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Forfeited
|
—
|
|
|
—
|
|
Expired
|
(2,500
|
)
|
|
5.71
|
|
|
Expired
|
(47,248
|
)
|
|
15.94
|
|
May 5, 2018
|
62,042
|
|
|
$
|
6.90
|
|
|
April 29, 2017
|
97,292
|
|
|
$
|
6.39
|
|
Restricted Stock Units for Non-Employee Directors
Equity-based grants may be made to non-employee directors in the form of restricted stock units ("RSUs") payable in cash or common stock at no cost to the non-employee director. The RSUs earn dividend equivalents at the same rate as dividends on the Company's common stock. The dividend equivalents, which vest immediately, are automatically re-invested in additional RSUs. Expense is recognized at fair value when the dividend equivalents are granted. The Company granted
781
and
882
RSUs to non-employee directors for dividend equivalents during the
thirteen weeks ended May 5, 2018
and
April 29, 2017
, respectively, with weighted-average grant date fair values of
$33.10
and
$26.29
, respectively.
|
|
|
Note
11
|
Retirement and Other Benefit Plans
|
The following table sets forth the components of net periodic benefit (income) cost for the Company, including domestic and Canadian plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
Other Postretirement Benefits
|
|
Thirteen Weeks Ended
|
Thirteen Weeks Ended
|
($ thousands)
|
May 5, 2018
|
|
April 29, 2017
|
|
May 5, 2018
|
|
April 29, 2017
|
|
Service cost
|
$
|
2,382
|
|
$
|
2,467
|
|
$
|
—
|
|
$
|
—
|
|
Interest cost
|
3,541
|
|
3,747
|
|
15
|
|
18
|
|
Expected return on assets
|
(7,232
|
)
|
(6,880
|
)
|
—
|
|
—
|
|
Amortization of:
|
|
|
|
|
|
|
|
|
Actuarial loss (gain)
|
1,013
|
|
1,152
|
|
(30
|
)
|
(38
|
)
|
Prior service income
|
(398
|
)
|
(435
|
)
|
—
|
|
—
|
|
Total net periodic benefit (income) cost
|
$
|
(694
|
)
|
$
|
51
|
|
$
|
(15
|
)
|
$
|
(20
|
)
|
As further discussed in Note 2 to the condensed consolidated financial statements, as a result of the adoption of ASU 2017-07,
Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost,
on a retrospective basis during the thirteen weeks ended May 5, 2018, the non-service cost components of net periodic benefit (income) cost are included in other income, net in the condensed consolidated statements of earnings. Service cost is included in selling and administrative expenses.
|
|
|
Note 12
|
Risk Management and Derivatives
|
In the normal course of business, the Company’s financial results are impacted by currency rate movements in foreign currency denominated assets, liabilities and cash flows as it makes a portion of its purchases and sales in local currencies. The Company has established policies and business practices that are intended to mitigate a portion of the effect of these exposures. The Company uses derivative financial instruments, primarily forward contracts, to manage its currency exposures. These derivative financial instruments are viewed as risk management tools and are not used for trading or speculative purposes. Derivatives entered into by the Company are designated as cash flow hedges of forecasted foreign currency transactions.
Derivative financial instruments expose the Company to credit and market risk. The market risk associated with these instruments resulting from currency exchange movements is expected to offset the market risk of the underlying transactions being hedged. The Company does not believe there is a significant risk of loss in the event of non-performance by the counterparties associated with these instruments because these transactions are executed with major international financial institutions and have varying maturities through
May 2019
. Credit risk is managed through the continuous monitoring of exposures to such counterparties.
The Company’s hedging strategy uses forward contracts as cash flow hedging instruments, which are recorded in the Company's condensed consolidated balance sheets at fair value. The effective portion of gains and losses resulting from changes in the fair value of these hedge instruments are deferred in accumulated other comprehensive loss and reclassified to earnings in the period that the hedged transaction is recognized in earnings.
As of
May 5, 2018
,
April 29, 2017
and
February 3, 2018
, the Company had forward contracts maturing at various dates through
May 2019
,
May 2018
and
February 2019
, respectively. The contract amounts in the following table represent the net notional amount of all purchase and sale contracts of a foreign currency.
|
|
|
|
|
|
|
|
|
|
|
(U.S. $ equivalent in thousands)
|
May 5, 2018
|
|
April 29, 2017
|
|
February 3, 2018
|
|
Financial Instruments
|
|
|
|
Euro
|
$
|
17,180
|
|
$
|
16,446
|
|
$
|
21,223
|
|
U.S. dollars (purchased by the Company’s Canadian division with Canadian dollars)
|
14,828
|
|
20,813
|
|
16,874
|
|
Chinese yuan
|
12,520
|
|
4,476
|
|
12,058
|
|
New Taiwanese dollars
|
514
|
|
545
|
|
596
|
|
United Arab Emirates dirham
|
—
|
|
528
|
|
—
|
|
Japanese yen
|
—
|
|
416
|
|
—
|
|
Other currencies
|
422
|
|
66
|
|
415
|
|
Total financial instruments
|
$
|
45,464
|
|
$
|
43,290
|
|
$
|
51,166
|
|
The classification and fair values of derivative instruments designated as hedging instruments included within the condensed consolidated balance sheets as of
May 5, 2018
,
April 29, 2017
and
February 3, 2018
are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
($ thousands)
|
Balance Sheet Location
|
Fair Value
|
|
|
Balance Sheet Location
|
Fair Value
|
|
Foreign Exchange Forward Contracts
|
|
|
|
|
|
|
May 5, 2018
|
Prepaid expenses and other current assets
|
$
|
591
|
|
|
Other accrued expenses
|
$
|
392
|
|
April 29, 2017
|
Prepaid expenses and other current assets
|
610
|
|
|
Other accrued expenses
|
187
|
|
February 3, 2018
|
Prepaid expenses and other current assets
|
1,540
|
|
|
Other accrued expenses
|
542
|
|
For the thirteen weeks ended
May 5, 2018
and
April 29, 2017
, the effect of derivative instruments in cash flow hedging relationships on the condensed consolidated statements of earnings was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thirteen Weeks Ended
|
Thirteen Weeks Ended
|
($ thousands)
|
May 5, 2018
|
April 29, 2017
|
Foreign Exchange Forward Contracts:
Income Statement Classification (Losses) Gains - Realized
|
Loss Recognized in OCL on Derivatives
|
|
(Loss) Gain Reclassified from Accumulated OCL into Earnings
|
|
(Loss) Gain Recognized in OCL on Derivatives
|
|
Gain (Loss) Reclassified from Accumulated OCL into Earnings
|
|
|
|
|
|
|
Net sales
|
$
|
(25
|
)
|
$
|
—
|
|
$
|
(32
|
)
|
$
|
18
|
|
Cost of goods sold
|
(402
|
)
|
(92
|
)
|
793
|
|
3
|
|
Selling and administrative expenses
|
(72
|
)
|
237
|
|
310
|
|
(67
|
)
|
Interest expense, net
|
—
|
|
—
|
|
4
|
|
(1
|
)
|
All gains and losses currently included within accumulated other comprehensive loss associated with the Company’s foreign exchange forward contracts are expected to be reclassified into net earnings within the next 12 months. Additional information related to the Company’s derivative financial instruments are disclosed within Note 13 to the condensed consolidated financial statements.
|
|
|
Note 13
|
Fair Value Measurements
|
Fair Value Hierarchy
Fair value measurement disclosure requirements specify a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (“observable inputs”) or reflect the Company’s own assumptions of market participant valuation (“unobservable inputs”). In accordance with the fair value guidance, the inputs to valuation techniques used to measure fair value are categorized into three levels based on the reliability of the inputs as follows:
|
|
•
|
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.
|
In determining fair value, the Company uses valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company also considers counterparty credit risk in its assessment of fair value. Classification of the financial or non-financial asset or liability within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.
Measurement of Fair Value
The Company measures fair value as an exit price, the price to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date, using the procedures described below for all financial and non-financial assets and liabilities measured at fair value.
Money Market Funds
The Company has cash equivalents consisting of short-term money market funds backed by U.S. Treasury securities. The primary objective of these investing activities is to preserve the Company’s capital for the purpose of funding operations and it does not enter into money market funds for trading or speculative purposes. The fair value is based on unadjusted quoted market prices for the funds in active markets with sufficient volume and frequency (Level 1).
Deferred Compensation Plan Assets and Liabilities
The Company maintains a non-qualified deferred compensation plan (the “Deferred Compensation Plan”) for the benefit of certain management employees. The investment funds offered to the participants generally correspond to the funds offered in the Company’s 401(k) plan, and the account balance fluctuates with the investment returns on those funds. The Deferred Compensation Plan permits the deferral of up to
50%
of base salary and
100%
of compensation received under the Company’s annual incentive plan. The deferrals are held in a separate trust, which has been established by the Company to administer the Deferred Compensation Plan. The assets of the trust are subject to the claims of the Company’s creditors in the event that the Company becomes insolvent. Consequently, the trust qualifies as a grantor trust for income tax purposes (i.e., a “Rabbi Trust”). The liabilities of the Deferred Compensation Plan are presented in other accrued expenses and the assets held by the trust are classified within prepaid expenses and other current assets in the accompanying condensed consolidated balance sheets. Changes in deferred compensation plan assets and liabilities are charged to selling and administrative expenses. The fair value is based on unadjusted quoted market prices for the funds in active markets with sufficient volume and frequency (Level 1).
Deferred Compensation Plan for Non-Employee Directors
Non-employee directors are eligible to participate in a deferred compensation plan with deferred amounts valued as if invested in the Company’s common stock through the use of phantom stock units (“PSUs”). Under the plan, each participating director’s account is credited with the number of PSUs equal to the number of shares of the Company’s common stock that the participant could purchase or receive with the amount of the deferred compensation, based upon the average of the high and low prices of the Company’s common stock on the last trading day of the fiscal quarter when the cash compensation was earned. Dividend equivalents are paid on PSUs at the same rate as dividends on the Company’s common stock and are re-invested in additional PSUs at the next fiscal quarter-end. The liabilities of the plan are based on the fair value of the outstanding PSUs and are presented in other accrued expenses (current portion) or other liabilities in the accompanying condensed consolidated balance sheets. Gains and losses resulting from changes in the fair value of the PSUs are presented in selling and administrative expenses in the Company’s
condensed consolidated statements of earnings. The fair value of each PSU is based on an unadjusted quoted market price for the Company’s common stock in an active market with sufficient volume and frequency on each measurement date (Level 1).
Restricted Stock Units for Non-Employee Directors
Under the Company’s incentive compensation plans, cash-equivalent restricted stock units (“RSUs”) of the Company may be granted at no cost to non-employee directors. The RSUs are subject to a vesting requirement (usually one year), earn dividend-equivalent units, and are settled in cash on the date the director terminates service or such earlier date as a director may elect, subject to restrictions, based on the then current fair value of the Company’s common stock. The fair value of each RSU is based on an unadjusted quoted market price for the Company’s common stock in an active market with sufficient volume and frequency on each measurement date (Level 1). During the fourth quarter of 2017, the Company converted
210,302
of RSUs payable in cash with a value of
$6.3 million
to RSUs payable in common stock. Additional information related to RSUs for non-employee directors is disclosed in Note 10 to the condensed consolidated financial statements.
Derivative Financial Instruments
The Company uses derivative financial instruments, primarily foreign exchange contracts, to reduce its exposure to market risks from changes in foreign exchange rates. These foreign exchange contracts are measured at fair value using quoted forward foreign exchange prices from counterparties corroborated by market-based pricing (Level 2). Additional information related to the Company’s derivative financial instruments is disclosed in Note 12 to the condensed consolidated financial statements.
The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis at
May 5, 2018
,
April 29, 2017
and
February 3, 2018
. The Company did not have any transfers between Level 1, Level 2 or Level 3 during the
thirteen weeks ended May 5, 2018
or
April 29, 2017
.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements
|
($ thousands)
|
Total
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Asset (Liability)
|
|
|
|
|
|
|
|
|
|
May 5, 2018:
|
|
|
|
|
|
Cash equivalents – money market funds
|
$
|
76,335
|
|
|
$
|
76,335
|
|
$
|
—
|
|
$
|
—
|
|
Non-qualified deferred compensation plan assets
|
6,898
|
|
|
6,898
|
|
—
|
|
—
|
|
Non-qualified deferred compensation plan liabilities
|
(6,898
|
)
|
|
(6,898
|
)
|
—
|
|
—
|
|
Deferred compensation plan liabilities for non-employee directors
|
(2,563
|
)
|
|
(2,563
|
)
|
—
|
|
—
|
|
Restricted stock units for non-employee directors
|
(5,011
|
)
|
|
(5,011
|
)
|
—
|
|
—
|
|
Derivative financial instruments, net
|
199
|
|
|
—
|
|
199
|
|
—
|
|
April 29, 2017:
|
|
|
|
|
|
Cash equivalents – money market funds
|
$
|
43,531
|
|
|
$
|
43,531
|
|
$
|
—
|
|
$
|
—
|
|
Non-qualified deferred compensation plan assets
|
5,402
|
|
|
5,402
|
|
—
|
|
—
|
|
Non-qualified deferred compensation plan liabilities
|
(5,402
|
)
|
|
(5,402
|
)
|
—
|
|
—
|
|
Deferred compensation plan liabilities for non-employee directors
|
(2,189
|
)
|
|
(2,189
|
)
|
—
|
|
—
|
|
Restricted stock units for non-employee directors
|
(9,276
|
)
|
|
(9,276
|
)
|
—
|
|
—
|
|
Derivative financial instruments, net
|
423
|
|
|
—
|
|
423
|
|
—
|
|
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
|
|
—
|
|
Impairment Charges
The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers important that could trigger an impairment review include underperformance relative to historical or projected future operating results, a significant change in the manner of the use of the
asset, or a negative industry or economic trend. When the Company determines that the carrying value of long-lived assets may not be recoverable based upon the existence of one or more of the aforementioned factors, impairment is measured based on a projected discounted cash flow method. Certain factors, such as estimated store sales and expenses, used for this nonrecurring fair value measurement are considered Level 3 inputs as defined by FASB ASC Topic 820,
Fair Value Measurement
. Long-lived assets held and used with a carrying amount of
$105.4 million
and
$95.4 million
at
May 5, 2018
and
April 29, 2017
, respectively, were assessed for indicators of impairment and written down to their fair value. This assessment resulted in the following impairment charges, primarily for leasehold improvements and furniture and fixtures in the Company's retail stores, which were included in selling and administrative expenses for the respective periods.
|
|
|
|
|
|
|
|
|
Thirteen Weeks Ended
|
($ thousands)
|
May 5, 2018
|
|
April 29, 2017
|
|
Impairment Charges
|
|
|
Famous Footwear
|
$
|
150
|
|
$
|
150
|
|
Brand Portfolio
|
318
|
|
799
|
|
Total impairment charges
|
$
|
468
|
|
$
|
949
|
|
Fair Value of the Company’s Other Financial Instruments
The fair values of cash and cash equivalents (excluding money market funds discussed above), receivables and trade accounts payable approximate their carrying values due to the short-term nature of these instruments.
The carrying amounts and fair values of the Company's other financial instruments subject to fair value disclosures are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
May 5, 2018
|
|
April 29, 2017
|
|
February 3, 2018
|
|
Carrying
|
|
|
Fair
|
|
|
Carrying
|
|
|
Fair
|
|
|
Carrying
|
|
|
Fair
|
|
($ thousands)
|
Value
|
|
|
Value
|
|
|
Value
|
|
|
Value
|
|
|
Value
|
|
|
Value
|
|
Borrowings under revolving credit agreement
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
85,000
|
|
|
$
|
85,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt
|
197,587
|
|
|
209,500
|
|
|
197,118
|
|
|
209,500
|
|
|
197,472
|
|
|
210,000
|
|
Total debt
|
$
|
197,587
|
|
|
$
|
209,500
|
|
|
$
|
282,118
|
|
|
$
|
294,500
|
|
|
$
|
197,472
|
|
|
$
|
210,000
|
|
The fair value of borrowings under the revolving credit agreement approximates its carrying value due to its short-term nature (Level 1). The fair value of the Company’s long-term debt was based upon quoted prices in an inactive market as of the end of the respective periods (Level 2).
On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”) was signed into law, making significant changes to the U.S. Internal Revenue Code. Changes include, but are not limited to, a corporate tax rate decrease from
35%
to
21%
, 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. The provisional income tax benefit recorded in fiscal 2017 of
$0.3 million
was comprised of a
$24.6 million
deferred tax benefit for the remeasurement of deferred tax assets and liabilities to the
21%
rate at which they are expected to reverse, partially offset by a one-time tax expense on deemed repatriation of
$22.9 million
and
$1.4 million
deferred tax expense in connection with Internal Revenue Code section 162(m) and other provisions in the Act. These provisional amounts continue to represent the Company's best estimate based on current information and guidance as of May 5, 2018. As permitted by SEC Staff Accounting Bulletin 118 (“SAB 118”), the Company will continue to analyze all provisional amounts associated with the Act as a result of pending issuance of Notices and Regulations related to the Act. Any subsequent adjustment to these amounts will be recorded to the Company's income tax provision in 2018 when the analysis is complete, for a period not to exceed one year beyond the enactment date.
The Act also includes the Global Intangibles Low-taxed Income ("GILTI") provision, a new minimum tax on global intangible low-taxed income, the Base Erosion Anti-Avoidance ("BEAT") provision, a new tax for certain payments to foreign related parties, and the Foreign-Derived Intangible Income ("FDII") provision, a tax incentive to earn income from the sale, lease or license of goods and services abroad. The Company is permitted to make an accounting policy election to account for GILTI as either a period charge in the future period the tax arises or as part of deferred taxes related to the investment or subsidiary. As a result of the complexity of the GILTI provisions, the Company is still evaluating the provisions on future periods and has not yet elected
an accounting policy related to its treatment of these future tax liabilities. For the
thirteen weeks ended May 5, 2018
, the Company has recorded a provisional amount for GILTI as a period charge in the income tax provision. The Company is also still evaluating the other provisions of the Act.
The Company’s consolidated effective tax rates were
23.1%
and
28.8%
for the
thirteen weeks
ended
May 5, 2018
and
April 29, 2017
, respectively. During the
thirteen weeks ended May 5, 2018
, the Company recognized discrete tax benefits of
$0.5 million
, primarily related to share-based compensation. During the
thirteen weeks ended April 29, 2017
, the Company recognized discrete tax benefits of
$1.1 million
related to share-based compensation. If these discrete tax benefits had not been recognized during the
thirteen weeks ended May 5, 2018
and
April 29, 2017
, the Company's effective tax rates would have been
25.4%
and
34.0%
, respectively. Excluding the discrete tax items, the Company's tax rate is lower for the thirteen weeks ended
May 5, 2018
, reflecting a reduction in the U.S. corporate tax rate following enactment of the Act.
|
|
|
Note 15
|
Commitments and Contingencies
|
Environmental Remediation
Prior operations included numerous manufacturing and other facilities for which the Company may have responsibility under various environmental laws for the remediation of conditions that may be identified in the future. The Company is involved in environmental remediation and ongoing compliance activities at several sites and has been notified that it is or may be a potentially responsible party at several other sites.
Redfield
The Company is remediating, under the oversight of Colorado authorities, the groundwater and indoor air at its owned facility in Colorado (the “Redfield site” or, when referring to remediation activities at or under the facility, the “on-site remediation”) and residential neighborhoods adjacent to and near the property (the “off-site remediation”) that have been affected by solvents previously used at the facility. The on-site remediation calls for the operation of a pump and treat system (which prevents migration of contaminated groundwater off the property) as the final remedy for the site, subject to monitoring and periodic review of the on-site conditions and other remedial technologies that may be developed in the future. In 2016, the Company submitted a revised plan to address on-site conditions, including direct treatment of source areas, and received approval from the oversight authorities to begin implementing the revised plan.
As the treatment of the on-site source areas progresses, the Company expects to convert the pump and treat system to a passive treatment barrier system. Off-site groundwater concentrations have been reducing over time since installation of the pump and treat system in 2000 and injection of clean water beginning in 2003. However, localized areas of contaminated bedrock just beyond the property line continue to impact off-site groundwater. The modified work plan for addressing this condition includes converting the off-site bioremediation system into a monitoring well network and employing different remediation methods in these recalcitrant areas. In accordance with the work plan, a pilot test was conducted of certain groundwater remediation methods and the results of that test were used to develop more detailed plans for remedial activities in the off-site areas, which were approved by the authorities and are being implemented in a phased manner. The results of groundwater monitoring are being used to evaluate the effectiveness of these activities. The Company continues to implement the expanded remedy work plan that was approved by the oversight authorities in 2015. Based on the progress of the direct remedial action of on-site conditions, the Company has submitted a request to the oversight authorities for permission to convert the perimeter pump and treat active remediation system to a passive one.
The cumulative expenditures for both on-site and off-site remediation through
May 5, 2018
were
$30.2 million
. The Company has recovered a portion of these expenditures from insurers and other third parties. The reserve for the anticipated future remediation activities at
May 5, 2018
is
$9.5 million
, of which
$8.8 million
is recorded within other liabilities and
$0.7 million
is recorded within other accrued expenses. Of the total $
9.5 million
reserve,
$4.9 million
is for off-site remediation and
$4.6 million
is for on-site remediation. The liability for the on-site remediation was discounted at
4.8%
. On an undiscounted basis, the on-site remediation liability would be
$14.1 million
as of
May 5, 2018
. The Company expects to spend approximately $
0.2 million
in the next fiscal year,
$0.1 million
in each of the following four years and
$13.5 million
in the aggregate thereafter related to the on-site remediation.
Other
Various federal and state authorities have identified the Company as a potentially responsible party for remediation at certain other sites. However, the Company does not currently believe that its liability for such sites, if any, would be material.
The Company continues to evaluate its remediation plans in conjunction with its environmental consultants and records its best estimate of remediation liabilities. However, future actions and the associated costs are subject to oversight and approval of various governmental authorities. Accordingly, the ultimate costs may vary, and it is possible costs may exceed the recorded amounts.
Litigation
The Company is involved in legal proceedings and litigation arising in the ordinary course of business. In the opinion of management, the outcome of such ordinary course of business proceedings and litigation currently pending is not expected to have a material adverse effect on the Company’s results of operations or financial position. Legal costs associated with litigation are generally expensed as incurred.
|
|
|
Note 16
|
Financial Information for the Company and its Subsidiaries
|
The Company issued senior notes, which are fully and unconditionally and jointly and severally guaranteed by all of its existing and future subsidiaries that are guarantors under our revolving credit facility ("Credit Agreement"). The following tables present the condensed consolidating financial information for each of Caleres, Inc. (“Parent”), the Guarantors, and subsidiaries of the Parent that are not Guarantors (the “Non-Guarantors”), together with consolidating eliminations, as of and for the periods indicated. Guarantors are
100%
owned by the Parent. On
December 13, 2016
,
Allen Edmonds
was joined to the Credit Agreement as a guarantor. After giving effect to the joinder, the Company is the lead borrower, and Sidney Rich Associates, Inc., BG Retail, LLC and Allen Edmonds are each co-borrowers and guarantors under the Credit Agreement.
The condensed consolidating financial statements have been prepared using the equity method of accounting in accordance with the requirements for presentation of such information. Management believes that the information, presented in lieu of complete financial statements for each of the Guarantors, provides meaningful information to allow investors to determine the nature of the assets held by, and operations and cash flows of, each of the consolidated groups.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
|
MAY 5, 2018
|
|
|
|
Non-
|
|
|
|
($ thousands)
|
Parent
|
|
Guarantors
|
|
Guarantors
|
|
Eliminations
|
|
Total
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
41,795
|
|
$
|
10,011
|
|
$
|
44,675
|
|
$
|
—
|
|
$
|
96,481
|
|
Receivables, net
|
113,763
|
|
2,721
|
|
9,075
|
|
—
|
|
125,559
|
|
Inventories, net
|
110,242
|
|
441,144
|
|
28,516
|
|
—
|
|
579,902
|
|
Prepaid expenses and other current assets
|
28,677
|
|
31,669
|
|
6,632
|
|
(4,593
|
)
|
62,385
|
|
Intercompany receivable – current
|
919
|
|
339
|
|
14,444
|
|
(15,702
|
)
|
—
|
|
Total current assets
|
295,396
|
|
485,884
|
|
103,342
|
|
(20,295
|
)
|
864,327
|
|
Other assets
|
75,242
|
|
12,937
|
|
762
|
|
—
|
|
88,941
|
|
Goodwill and intangible assets, net
|
112,298
|
|
40,937
|
|
186,665
|
|
—
|
|
339,900
|
|
Property and equipment, net
|
36,178
|
|
160,903
|
|
11,817
|
|
—
|
|
208,898
|
|
Investment in subsidiaries
|
1,341,505
|
|
—
|
|
(24,043
|
)
|
(1,317,462
|
)
|
—
|
|
Intercompany receivable – noncurrent
|
783,315
|
|
536,213
|
|
708,992
|
|
(2,028,520
|
)
|
—
|
|
Total assets
|
$
|
2,643,934
|
|
$
|
1,236,874
|
|
$
|
987,535
|
|
$
|
(3,366,277
|
)
|
$
|
1,502,066
|
|
|
|
|
|
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
Trade accounts payable
|
$
|
99,013
|
|
$
|
150,288
|
|
$
|
19,616
|
|
$
|
—
|
|
$
|
268,917
|
|
Other accrued expenses
|
67,588
|
|
85,180
|
|
20,571
|
|
(4,593
|
)
|
168,746
|
|
Intercompany payable – current
|
5,467
|
|
—
|
|
10,235
|
|
(15,702
|
)
|
—
|
|
Total current liabilities
|
172,068
|
|
235,468
|
|
50,422
|
|
(20,295
|
)
|
437,663
|
|
Other liabilities
|
|
|
|
|
|
|
|
|
|
|
Long-term debt
|
197,587
|
|
—
|
|
—
|
|
—
|
|
197,587
|
|
Other liabilities
|
102,303
|
|
40,200
|
|
10,175
|
|
—
|
|
152,678
|
|
Intercompany payable – noncurrent
|
1,459,271
|
|
91,100
|
|
478,149
|
|
(2,028,520
|
)
|
—
|
|
Total other liabilities
|
1,759,161
|
|
131,300
|
|
488,324
|
|
(2,028,520
|
)
|
350,265
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
Caleres, Inc. shareholders’ equity
|
712,705
|
|
870,106
|
|
447,356
|
|
(1,317,462
|
)
|
712,705
|
|
Noncontrolling interests
|
—
|
|
—
|
|
1,433
|
|
—
|
|
1,433
|
|
Total equity
|
712,705
|
|
870,106
|
|
448,789
|
|
(1,317,462
|
)
|
714,138
|
|
Total liabilities and equity
|
$
|
2,643,934
|
|
$
|
1,236,874
|
|
$
|
987,535
|
|
$
|
(3,366,277
|
)
|
$
|
1,502,066
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
|
FOR THE THIRTEEN WEEKS ENDED MAY 5, 2018
|
|
|
|
Non-
|
|
|
|
($ thousands)
|
Parent
|
|
Guarantors
|
|
Guarantors
|
|
Eliminations
|
|
Total
|
|
Net sales
|
$
|
199,260
|
|
$
|
445,695
|
|
$
|
37,392
|
|
$
|
(50,205
|
)
|
$
|
632,142
|
|
Cost of goods sold
|
134,594
|
|
247,799
|
|
17,867
|
|
(43,039
|
)
|
357,221
|
|
Gross profit
|
64,666
|
|
197,896
|
|
19,525
|
|
(7,166
|
)
|
274,921
|
|
Selling and administrative expenses
|
66,342
|
|
177,886
|
|
13,135
|
|
(7,166
|
)
|
250,197
|
|
Restructuring and other special charges, net
|
525
|
|
1,253
|
|
—
|
|
—
|
|
1,778
|
|
Operating (loss) earnings
|
(2,201
|
)
|
18,757
|
|
6,390
|
|
—
|
|
22,946
|
|
Interest (expense) income
|
(3,819
|
)
|
(12
|
)
|
148
|
|
—
|
|
(3,683
|
)
|
Other income (expense)
|
3,120
|
|
—
|
|
(29
|
)
|
—
|
|
3,091
|
|
Intercompany interest income (expense)
|
2,768
|
|
(2,799
|
)
|
31
|
|
—
|
|
—
|
|
(Loss) earnings before income taxes
|
(132
|
)
|
15,946
|
|
6,540
|
|
—
|
|
22,354
|
|
Income tax provision
|
(952
|
)
|
(3,302
|
)
|
(920
|
)
|
—
|
|
(5,174
|
)
|
Equity in earnings (loss) of subsidiaries, net of tax
|
18,296
|
|
—
|
|
(478
|
)
|
(17,818
|
)
|
—
|
|
Net earnings
|
17,212
|
|
12,644
|
|
5,142
|
|
(17,818
|
)
|
17,180
|
|
Less: Net loss attributable to noncontrolling interests
|
—
|
|
—
|
|
(32
|
)
|
—
|
|
(32
|
)
|
Net earnings attributable to Caleres, Inc.
|
$
|
17,212
|
|
$
|
12,644
|
|
$
|
5,174
|
|
$
|
(17,818
|
)
|
$
|
17,212
|
|
|
|
|
|
|
|
Comprehensive income
|
$
|
16,325
|
|
$
|
12,626
|
|
$
|
4,995
|
|
$
|
(17,661
|
)
|
$
|
16,285
|
|
Less: Comprehensive loss attributable to noncontrolling interests
|
—
|
|
—
|
|
(40
|
)
|
—
|
|
(40
|
)
|
Comprehensive income attributable to Caleres, Inc.
|
$
|
16,325
|
|
$
|
12,626
|
|
$
|
5,035
|
|
$
|
(17,661
|
)
|
$
|
16,325
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
|
FOR THE THIRTEEN WEEKS ENDED MAY 5, 2018
|
|
|
|
Non-
|
|
|
|
($ thousands)
|
Parent
|
|
Guarantors
|
|
Guarantors
|
|
Eliminations
|
|
Total
|
|
Net cash provided by operating activities
|
$
|
5,799
|
|
$
|
38,599
|
|
$
|
6,949
|
|
$
|
—
|
|
$
|
51,347
|
|
|
|
|
|
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
Purchases of property and equipment
|
(3,095
|
)
|
(4,334
|
)
|
(500
|
)
|
—
|
|
(7,929
|
)
|
Capitalized software
|
(1,248
|
)
|
(186
|
)
|
—
|
|
—
|
|
(1,434
|
)
|
Intercompany investing
|
286
|
|
(286
|
)
|
—
|
|
—
|
|
—
|
|
Net cash used for investing activities
|
(4,057
|
)
|
(4,806
|
)
|
(500
|
)
|
—
|
|
(9,363
|
)
|
|
|
|
|
|
|
Financing activities
|
|
|
|
|
|
|
|
|
|
|
Dividends paid
|
(3,023
|
)
|
—
|
|
—
|
|
—
|
|
(3,023
|
)
|
Acquisition of treasury stock
|
(3,288
|
)
|
—
|
|
—
|
|
—
|
|
(3,288
|
)
|
Issuance of common stock under share-based plans, net
|
(3,122
|
)
|
—
|
|
—
|
|
—
|
|
(3,122
|
)
|
Intercompany financing
|
23,397
|
|
(23,782
|
)
|
385
|
|
—
|
|
—
|
|
Net cash provided by (used for) financing activities
|
13,964
|
|
(23,782
|
)
|
385
|
|
—
|
|
(9,433
|
)
|
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
—
|
|
(117
|
)
|
—
|
|
(117
|
)
|
Increase in cash and cash equivalents
|
15,706
|
|
10,011
|
|
6,717
|
|
—
|
|
32,434
|
|
Cash and cash equivalents at beginning of period
|
26,089
|
|
—
|
|
37,958
|
|
—
|
|
64,047
|
|
Cash and cash equivalents at end of period
|
$
|
41,795
|
|
$
|
10,011
|
|
$
|
44,675
|
|
$
|
—
|
|
$
|
96,481
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
|
APRIL 29, 2017
|
|
|
|
Non-
|
|
|
|
($ thousands)
|
Parent
|
|
Guarantors
|
|
Guarantors
|
|
Eliminations
|
|
Total
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
43,201
|
|
$
|
15,601
|
|
$
|
13,014
|
|
$
|
—
|
|
$
|
71,816
|
|
Receivables, net
|
90,121
|
|
3,705
|
|
13,195
|
|
—
|
|
107,021
|
|
Inventories, net
|
117,815
|
|
422,911
|
|
24,325
|
|
—
|
|
565,051
|
|
Prepaid expenses and other current assets
|
20,499
|
|
15,134
|
|
7,313
|
|
(4,628
|
)
|
38,318
|
|
Intercompany receivable – current
|
1,487
|
|
159
|
|
18,297
|
|
(19,943
|
)
|
—
|
|
Total current assets
|
273,123
|
|
457,510
|
|
76,144
|
|
(24,571
|
)
|
782,206
|
|
Other assets
|
51,823
|
|
14,631
|
|
835
|
|
—
|
|
67,289
|
|
Goodwill and intangible assets, net
|
112,777
|
|
218,707
|
|
10,724
|
|
—
|
|
342,208
|
|
Property and equipment, net
|
32,093
|
|
173,567
|
|
12,194
|
|
—
|
|
217,854
|
|
Investment in subsidiaries
|
1,370,854
|
|
—
|
|
(22,994
|
)
|
(1,347,860
|
)
|
—
|
|
Intercompany receivable – noncurrent
|
581,957
|
|
409,466
|
|
591,105
|
|
(1,582,528
|
)
|
—
|
|
Total assets
|
$
|
2,422,627
|
|
$
|
1,273,881
|
|
$
|
668,008
|
|
$
|
(2,954,959
|
)
|
$
|
1,409,557
|
|
|
|
|
|
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
Borrowings under revolving credit agreement
|
$
|
85,000
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
85,000
|
|
Trade accounts payable
|
65,364
|
|
140,924
|
|
18,744
|
|
—
|
|
225,032
|
|
Other accrued expenses
|
57,359
|
|
78,302
|
|
15,282
|
|
(4,628
|
)
|
146,315
|
|
Intercompany payable – current
|
10,398
|
|
—
|
|
9,545
|
|
(19,943
|
)
|
—
|
|
Total current liabilities
|
218,121
|
|
219,226
|
|
43,571
|
|
(24,571
|
)
|
456,347
|
|
Other liabilities
|
|
|
|
|
|
|
|
|
|
|
Long-term debt
|
197,118
|
|
—
|
|
—
|
|
—
|
|
197,118
|
|
Other liabilities
|
90,110
|
|
40,223
|
|
4,026
|
|
—
|
|
134,359
|
|
Intercompany payable – noncurrent
|
1,296,891
|
|
80,188
|
|
205,449
|
|
(1,582,528
|
)
|
—
|
|
Total other liabilities
|
1,584,119
|
|
120,411
|
|
209,475
|
|
(1,582,528
|
)
|
331,477
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
Caleres, Inc. shareholders’ equity
|
620,387
|
|
934,244
|
|
413,616
|
|
(1,347,860
|
)
|
620,387
|
|
Noncontrolling interests
|
—
|
|
—
|
|
1,346
|
|
—
|
|
1,346
|
|
Total equity
|
620,387
|
|
934,244
|
|
414,962
|
|
(1,347,860
|
)
|
621,733
|
|
Total liabilities and equity
|
$
|
2,422,627
|
|
$
|
1,273,881
|
|
$
|
668,008
|
|
$
|
(2,954,959
|
)
|
$
|
1,409,557
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
|
FOR THE THIRTEEN WEEKS ENDED APRIL 29, 2017
|
|
|
|
Non-
|
|
|
|
($ thousands)
|
Parent
|
|
Guarantors
|
|
Guarantors
|
|
Eliminations
|
|
Total
|
|
Net sales
|
$
|
194,440
|
|
$
|
427,539
|
|
$
|
38,045
|
|
$
|
(28,515
|
)
|
$
|
631,509
|
|
Cost of goods sold
|
132,851
|
|
231,786
|
|
18,530
|
|
(22,566
|
)
|
360,601
|
|
Gross profit
|
61,589
|
|
195,753
|
|
19,515
|
|
(5,949
|
)
|
270,908
|
|
Selling and administrative expenses
|
54,869
|
|
182,347
|
|
15,244
|
|
(5,949
|
)
|
246,511
|
|
Restructuring and other special charges, net
|
1,108
|
|
—
|
|
—
|
|
—
|
|
1,108
|
|
Operating earnings
|
5,612
|
|
13,406
|
|
4,271
|
|
—
|
|
23,289
|
|
Interest (expense) income
|
(4,947
|
)
|
(9
|
)
|
147
|
|
—
|
|
(4,809
|
)
|
Other income (expense)
|
2,445
|
|
—
|
|
(9
|
)
|
—
|
|
2,436
|
|
Intercompany interest income (expense)
|
2,083
|
|
(2,324
|
)
|
241
|
|
—
|
|
—
|
|
Earnings before income taxes
|
5,193
|
|
11,073
|
|
4,650
|
|
—
|
|
20,916
|
|
Income tax provision
|
(1,087
|
)
|
(3,875
|
)
|
(1,070
|
)
|
—
|
|
(6,032
|
)
|
Equity in earnings (loss) of subsidiaries, net of tax
|
10,796
|
|
—
|
|
(1,048
|
)
|
(9,748
|
)
|
—
|
|
Net earnings
|
14,902
|
|
7,198
|
|
2,532
|
|
(9,748
|
)
|
14,884
|
|
Less: Net loss attributable to noncontrolling interests
|
—
|
|
—
|
|
(18
|
)
|
—
|
|
(18
|
)
|
Net earnings attributable to Caleres, Inc.
|
$
|
14,902
|
|
$
|
7,198
|
|
$
|
2,550
|
|
$
|
(9,748
|
)
|
$
|
14,902
|
|
|
|
|
|
|
|
Comprehensive income
|
$
|
15,563
|
|
$
|
7,198
|
|
$
|
2,453
|
|
$
|
(9,674
|
)
|
$
|
15,540
|
|
Less: Comprehensive loss attributable to noncontrolling interests
|
—
|
|
—
|
|
(23
|
)
|
—
|
|
(23
|
)
|
Comprehensive income attributable to Caleres, Inc.
|
$
|
15,563
|
|
$
|
7,198
|
|
$
|
2,476
|
|
$
|
(9,674
|
)
|
$
|
15,563
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
|
FOR THE THIRTEEN WEEKS ENDED APRIL 29, 2017
|
|
|
|
Non-
|
|
|
|
($ thousands)
|
Parent
|
|
Guarantors
|
|
Guarantors
|
|
Eliminations
|
|
Total
|
|
Net cash provided by operating activities
|
$
|
8,601
|
|
$
|
55,017
|
|
$
|
1,766
|
|
$
|
—
|
|
$
|
65,384
|
|
|
|
|
|
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
Purchases of property and equipment
|
(1,915
|
)
|
(7,570
|
)
|
(1,493
|
)
|
—
|
|
(10,978
|
)
|
Proceeds from disposals of property and equipment
|
(17,238
|
)
|
17,238
|
|
—
|
|
—
|
|
—
|
|
Capitalized software
|
(1,167
|
)
|
(223
|
)
|
—
|
|
—
|
|
(1,390
|
)
|
Intercompany investing
|
(2,494
|
)
|
2,494
|
|
—
|
|
—
|
|
—
|
|
Net cash (used for) provided by investing activities
|
(22,814
|
)
|
11,939
|
|
(1,493
|
)
|
—
|
|
(12,368
|
)
|
|
|
|
|
|
|
Financing activities
|
|
|
|
|
|
|
|
|
|
|
Borrowings under revolving credit agreement
|
195,000
|
|
—
|
|
—
|
|
—
|
|
195,000
|
|
Repayments under revolving credit agreement
|
(220,000
|
)
|
—
|
|
—
|
|
—
|
|
(220,000
|
)
|
Dividends paid
|
(3,025
|
)
|
—
|
|
—
|
|
—
|
|
(3,025
|
)
|
Acquisition of treasury stock
|
(5,993
|
)
|
—
|
|
—
|
|
—
|
|
(5,993
|
)
|
Issuance of common stock under share-based plans, net
|
(2,422
|
)
|
—
|
|
—
|
|
—
|
|
(2,422
|
)
|
Intercompany financing
|
69,855
|
|
(60,384
|
)
|
(9,471
|
)
|
—
|
|
—
|
|
Net cash provided by (used for) financing activities
|
33,415
|
|
(60,384
|
)
|
(9,471
|
)
|
—
|
|
(36,440
|
)
|
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
—
|
|
(92
|
)
|
—
|
|
(92
|
)
|
Increase (decrease) in cash and cash equivalents
|
19,202
|
|
6,572
|
|
(9,290
|
)
|
—
|
|
16,484
|
|
Cash and cash equivalents at beginning of period
|
23,999
|
|
9,029
|
|
22,304
|
|
—
|
|
55,332
|
|
Cash and cash equivalents at end of period
|
$
|
43,201
|
|
$
|
15,601
|
|
$
|
13,014
|
|
$
|
—
|
|
$
|
71,816
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED CONSOLIDATING BALANCE SHEET
|
FEBRUARY 3, 2018
|
|
|
|
Non-
|
|
|
|
($ thousands)
|
Parent
|
|
Guarantors
|
|
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
|
|
Other assets
|
76,317
|
|
13,610
|
|
732
|
|
—
|
|
90,659
|
|
Goodwill and intangible assets, net
|
111,108
|
|
40,937
|
|
187,123
|
|
—
|
|
339,168
|
|
Property and equipment, net
|
35,474
|
|
165,227
|
|
12,098
|
|
—
|
|
212,799
|
|
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
|
|